EX-25.1 15 a81214a1exv25w1.txt EXHIBIT 25.1 EXHIBIT 25.1 Filed pursuant to: Registration No.: 333-87970 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ----------------------------- [ ] CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) A U.S. NATIONAL BANKING ASSOCIATION 41-1592157 (Jurisdiction of incorporation or (I.R.S. Employer organization if not a U.S. national Identification No.) bank) SIXTH STREET AND MARQUETTE AVENUE MINNEAPOLIS, MINNESOTA 55479 (Address of principal executive offices) (Zip code) STANLEY S. STROUP, GENERAL COUNSEL WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION SIXTH STREET AND MARQUETTE AVENUE MINNEAPOLIS, MINNESOTA 55479 (612) 667-1234 (Name, address and telephone number of Agent for Service) ----------------------------- NISSAN AUTO RECEIVABLES TRUST (Issuer with respect to the securities) NISSAN AUTO RECEIVABLES CORPORATION II (Exact names of the registrants as specified in their charters) DELAWARE 95-4831541 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 990 W. 190TH STREET TORRANCE, CALIFORNIA 90502 (Address of principal executive offices) (Zip code) ----------------------------- ASSET BACKED SECURITIES (Title of the indenture securities) ================================================================================ Filed pursuant to: Registration No.: 333-87970 Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Comptroller of the Currency Treasury Department Washington, D.C. Federal Deposit Insurance Corporation Washington, D.C. The Board of Governors of the Federal Reserve System Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. The trustee is authorized to exercise corporate trust powers. Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None with respect to the trustee. No responses are included for Items 3-14 of this Form T-1, pursuant to General Instruction B, because the obligor is not in default as provided under Item 13. Item 15. Foreign Trustee. Not applicable. Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility. Exhibit 1. a. A copy of the Articles of Association of the trustee now in effect. Exhibit 2. a. A copy of the certificate of authority of the trustee to commence business issued June 28, 1872, by the Comptroller of the Currency to The Northwestern National Bank of Minneapolis. b. A copy of the certificate of the Comptroller of the Currency dated January 2, 1934, approving the consolidation of The Northwestern National Bank of Minneapolis and The Minnesota Loan and Trust Company of Minneapolis, with the surviving entity being titled Northwestern National Bank and Trust Company of Minneapolis. c. A copy of the certificate dated November 18, 1983 from the office of the Comptroller of the Currency, acknowledging the change of corporate title of Northwestern National Bank and Trust Company of Minneapolis to Northwestern National Bank of Minneapolis on January 12, 1943 and further acknowledging receipt of notice of name change effective May 1, 1983 from Northwestern National Bank of Minneapolis to Norwest Bank Minneapolis, National Association. d. A copy of the letter dated January 4, 1988 from the Administrator of National Banks for the Comptroller of the Currency certifying approval of consolidation and merger effective January 1, 1988 of Norwest Bank Minneapolis, National Association with various other banks under the title of "Norwest Bank Minnesota, National Association." e. A copy of the certification from the Comptroller of the Currency dated July 10, 2000 authorizing Norwest Bank Minnesota, National Association to change its name to "Wells Fargo Bank Minnesota, National Association" effective July 8, 2000. Exhibit 3. A copy of the authorization of the trustee to exercise corporate trust powers issued January 2, 1934, by the Federal Reserve Board. Exhibit 4. Copy of By-laws of the trustee as now in effect. Exhibit 5. Not applicable. Exhibit 6. The consent of the trustee required by Section 321(b) of the Act. Exhibit 7. Consolidated Reports of Condition and Income of the trustee as of March 31, 2002. Exhibit 8. Not applicable. Exhibit 9. Not applicable. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank Minnesota, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Minneapolis and State of Minnesota on the 31st day of May, 2002 WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION /s/ Cheryl Zimmerman ---------------------------------------- Cheryl Zimmerman Corporate Trust Officer EXHIBIT 1a. ARTICLES OF ASSOCIATION OF WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION FIRST. The title of this Association shall be Wells Fargo Bank Minnesota, National Association: the Association in conjunction with its said legal name may also use Wells Fargo Bank Minnesota, N.A. SECOND. The main office of this Association shall be in the City of Minneapolis, County of Hennepin, State of Minnesota. The general business of the Association shall be conducted at its main office and its branches. THIRD. The Board of Directors of this Association shall consist of not less than five nor more than twenty-five persons, the exact number to be fixed and determined from time to time by resolution of a majority of the full Board of Directors or by resolution of the shareholders at any annual or special meeting thereof. Each director, during the full term of his or her directorship, shall own a minimum of $1.000 par value of stock of this Association or an equivalent interest, as determined by the Comptroller of the Currency, in any company which has control over this Association within the meaning of Section 2 of the Bank Holding Company Act of 1956. The Board of Directors, by the vote of a majority of the full Board, may, between annual meetings of shareholders, fill vacancies created by the death, incapacity or resignation of any director and by the vote of a majority of the full Board may also, between annual meetings of shareholders, increase the membership of the Board by not more than four members and by like vote appoint qualified persons to fill the vacancies created thereby; provided, however, that at no time shall there be more than twenty-five directors of this Association; and provided further, however, that not more than two members may be added to the Board of Directors in the event that the total number of directors last elected by shareholders was fifteen or less. FOURTH. The annual meeting of the shareholders for the election of directors and the transaction of whatever other business may be brought before said meeting shall be held at the main office, or such other place as the Board of Directors may designate, on the day of each year specified therefor in the Bylaws, but if no election is held on that day, it may be held on any subsequent day according to the provisions of law; and all elections shall be held according to such lawful regulations as may be prescribed by the Board of Directors. FIFTH. The amount of capital stock of this Association shall be One Hundred Million Dollars ($100,000,000), divided into 1,000,000 shares of common stock of the par value of One Hundred Dollars ($100.00) each; but said capital stock may be increased or decreased from time to time, in accordance with the provisions of the laws of the United States. No holder of shares of the capital stock of any class of this Association shall have any pre-emptive or preferential right of subscription to any shares of any class of stock of this Association, whether now or hereafter authorized, or to any obligations convertible into stock of this Association, issued or sold, nor any right of subscription to any thereof other than such, if any, as the Board of Directors, in its discretion, may from time to time determine and at such price as the Board of Directors may from time to time fix. The Association, at any time and from time to time, may authorize and issue debt obligations, whether or not subordinated, without the approval of the shareholders. SIXTH. The Board of Directors shall appoint one of its members President of this Association, who shall act as Chairman of the Board, unless the Board appoints another director to act as Chairman. In the event the Board of Directors shall appoint a President and a Chairman, the Board shall designate which person shall act as the chief executive officer of this Association. The Board of Directors shall have the power to appoint one or more Vice Presidents and to appoint a Cashier and such other officers and employees as may be required to transact the business of this Association. The Board of Directors shall have the power to define the duties of the officers and employees of this Association; to fix the salaries to be paid to them; to dismiss them; to require bonds from them and to fix the penalty thereof; to regulate the manner in which any increase of the capital of this Association shall be made; to manage and administer the business and affairs of this Association; to make all Bylaws that it may be lawful for them to make; and generally to do and perform all acts that it may be legal for a Board of Directors to do and perform. SEVENTH. The Board of Directors shall have the power to change the location of the main office to any other place within the limits of the City of Minneapolis, without the approval of the shareholders but subject to the approval of the Comptroller of the Currency; and shall have the power to establish or change the location of any branch or branches of this Association to any other location, without the approval of the shareholders but subject to the approval of the Comptroller of the Currency. EIGHTH. The corporate existence of this Association shall continue until terminated in accordance with the laws of the United States. NINTH. The Board of Directors, the Chairman, the President, or any one or more shareholders owning, in the aggregate, not less than 25 percent of the stock of this Association, may call a special meeting of shareholders at any time. Unless otherwise provided by the laws of the United States, a notice of the time, place, and purpose of every annual and special meeting of the shareholders shall be given by first-class mail, postage prepaid, mailed at least ten days prior to the date of such meeting to each shareholder of record at his or her address as shown upon the books of this Association. Any action required or permitted to be taken at an annual or special meeting of the shareholders of the Association may be taken without prior written notice and without any meeting if such action is taken by written action, containing a waiver of notice, signed by all of the shareholders entitled to vote on that action. -2- TENTH: To the extent permitted by applicable law and regulation: (a) Elimination of Certain Liability of Directors. A director of the Association shall not be personally liable to the Association or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Association or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. (b)(1) Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Association or is or was serving at the request of the Association as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action or inaction in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Association to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Association to provide broader indemnification rights than said law permitted the Association to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement except to the extent prohibited by 12 CFR 7.5217(b)) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that the Association shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Association. The right to indemnification conferred in this paragraph (b) shall be a contract right and shall include the right to be paid by the Association the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Association of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this paragraph (b) or otherwise. The Association may, by action of its Board of Directors, provide indemnification to employees and agents of the Association with the same scope and effect as the foregoing indemnification of directors and officers. -3- (2) Non-Exclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this paragraph (b) shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Articles of Association, by-law, agreement, vote of shareholders or disinterested directors or otherwise. (3) Insurance. Except to the extent prohibited by 12 CFR 7.5217(d), the Association may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Association or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Association would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law. ELEVENTH. The Association shall continue to maintain the Liquidation Account established pursuant to Section 8 of the Federal Stock Charter of Norwest Savings Bank, F.S.B. Pursuant to the requirements of the Office of Thrift Supervision's regulations (12 C.F.R. part 563b Subchapter D), the Association shall maintain the Liquidation Account for the benefit of those Account Holders of the predecessor of Norwest Savings Bank, F.S.B. (First Minnesota Savings Bank, F.S.B.) which maintained accounts at First Minnesota Savings Bank as of October 31, 1989 ("eligible savers"). In the event of a complete liquidation of the Association, it shall comply with such regulations with respect to the amount and the priorities on liquidation of each of the eligible saver's inchoate interest in the Liquidation Account, to the extent it is still in existence: Provided, That an eligible saver's inchoate interest in the Liquidation Account shall not entitle such eligible saver to any voting rights at meetings of the Association's stockholders. TWELFTH. These Articles of Association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the stock of this Association, unless the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of holders of such greater amount. -4- Exhibit 2a No. 2006 TREASURY DEPARTMENT. OFFICE OF COMPTROLLER OF THE CURRENCY, WASHINGTON, June 28th, 1872 WHEREAS, by satisfactory evidence presented to the undersigned, it has been made to appear that "The North Western National Bank of Minneapolis" in the City of Minneapolis in the County of Hennepin, and State of Minnesota, has been duly organized under and according to the requirements of the Act of Congress entitled "An Act to provide a National Currency secured by a pledge of United States bonds, and to provide for the circulation and redemption thereof;" approved June 3, 1804, and has complied with all the provisions of said Act required to be complied with before commencing the business of Banking under said Act. NOW, THEREFORE, I John Jay Knox, Comptroller of the Currency, do hereby certify that The North Western National Bank of Minneapolis in the City of Minneapolis in the County of Hennepin and State of Minnesota is authorized to commence the business of Banking under the Act aforesaid. In testimony whereof, witness my hand and seal of office, this 28th day of June, 1872. /s/ JOHN JAY KNOX --------------------------- John Jay Knox Comptroller of the Currency EXHIBIT 2b [SEAL] TREASURY DEPARTMENT Charter Control 2006 BUREAU OF THE COMPTROLLER OF THE CURRENCY No. 516 Washington, D.C., January 2, 1934 WHEREAS, by satisfactory evidence presented to the undersigned, it has been made to appear that the directors and shareholders of The North Western National Bank of Minnesota, located in the City of Minneapolis in the County of Fennepin and State of Minneapolis, and the directors and shareholders of The Minnesota Loan and Trust company located in the City of Minneapolis, in the County of Fennepin and State of Minnesota, have complied with all the provisions of an Act of Congress entitled "An Act to provide for the consolidation of National Banking Associations," approved November 7, 1918, as amended February 25, 1927, and June 16, 19__. NOW, THEREFORE, I, J. F. T. O'CONNOR, Comptroller of the Currency, do hereby certify that The North Western National Bank of Minneapolis and The Minnesota Loan and Trust Company have been consolidated under the charter of The North Western National Bank of Minneapolis and under the corporate title of "Northwestern National Bank and Trust Company of Minneapolis," with capital stock of Five Million Dollars ($5,000,000) and that the consolidation is hereby approved. IN TESTIMONY WHEREOF, witness my hand and Seal of Office this Second day of January 1934. /s/ J. F. T. O'Conner ------------------------------------ Comptroller of the Currency. EXHIBIT 2C [SEAL] ------------------------------------------------------------------------------- COMPTROLLER OF THE CURRENCY ADMINISTRATOR OF NATIONAL BANKS ------------------------------------------------------------------------------- WASHINGTON, D.C. 20219 CERTIFICATE I, C. T. Conover, Comptroller of the Currency, do hereby certify that: 1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and control of all records pertaining to the chartering, regulation and supervision of all National Banking Associations; 2. On June 29, 1872, The North Western National Bank of Minneapolis, Minneapolis, Minnesota, was chartered as a National Banking Association under the laws of the United States and under Charter No. 2006; 3. The document hereto attached is a true and complete copy of the Charter Certificate issued to The North Western National Bank of Minneapolis, Minneapolis, Minnesota, the original of which certificate was issued by this office on June 28, 1872; 4. On January 2, 1934, in connection with a consolidation of this bank and The Minnesota Loan and Trust Company, Minneapolis, Minnesota, the title was changed to "Northwestern National Bank and Trust Company of Minneapolis"; and on January 12, 1943, the title was changed to "Northwestern National Bank of Minneapolis"; 5. On May 1, 1983, the title of Northwestern National Bank of Minneapolis was changed to "Norwest Bank Minneapolis, National Association"; and 6. Norwest Bank Minneapolis, National Association, Minneapolis, Minnesota, continues to hold a valid certificate to do business as a National Banking Association. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department, in the City of Washington and District of Columbia, this 18th day of November, 1983. /s/ C. T. CONOVER ------------------------------------- C. T. Conover Comptroller of the Currency Exhibit 2d [NORWEST CORPORATION LOGO] ________________________________________________________________________________ Comptroller of the Currency Administrator of National Banks ________________________________________________________________________________ Midwestern District 2345 Grand Avenue, Suite 700 Kansas City, Missouri 64108 January 4, 1988 Mr. Bruce Moland Vice President and Assistant General Counsel Norwest Corporation 1200 Peavey Building Minneapolis, Minnesota 55479 Dear Mr. Moland: This is the official certification of the approval of the Comptroller of the Currency for Norwest Bank Bloomington, National Association, Bloomington, Minnesota; Norwest Bank Calhoun-Isles, National Association, Minneapolis, Minnesota; Norwest Bank Camden, National Association, Minneapolis, Minnesota; Norwest Bank Central, National Association, Minneapolis, Minnesota; Norwest Bank East St. Paul, National Association, St. Paul, Minnesota; Norwest Bank Hastings, National Association, Hastings, Minnesota; Norwest Bank Jordan, National Association, Jordan, Minnesota; Norwest Bank Maple Grove, National Association, Maple Grove, Minnesota; Norwest Bank MetroSouth, National Association, Minneapolis, Minnesota; Norwest Bank MetroWest, National Association, Hopkins, Minnesota; Norwest Bank Midland, National Association, Minneapolis, Minnesota; Norwest Bank Old St. Anthony, National Association, Minneapolis, Minnesota; Norwest Bank South St. Paul, National Association, South St. Paul, Minnesota; Norwest Bank St. Paul, National Association, St. Paul, Minnesota; Norwest Bank Stillwater, National Association, Stillwater, Minnesota; Norwest Bank University-Midway, National Association, Minneapolis, Minnesota to consolidate with Norwest Bank Minneapolis, National Association, (Charter No. 2006), Minneapolis, Minnesota effective as of January 1, 1988, under the charter of Norwest Bank Minneapolis, National Association and under the title of "Norwest Bank Minnesota, National Association". Mr. Bruce Moland Vice President and Assistant General Counsel Norwest Corporation 1200 Peavey Building Minneapolis, Minnesota 55479 January 4, 1988 Page 2 This is also the official certification of the approval of the Comptroller of the Currency for the receiving association to operate the presently existing branches of Norwest Bank Minneapolis, National Association, Minneapolis, Minnesota; Norwest Bank Bloomington, National Association, Bloomington, Minnesota; Norwest Bank Calhoun-Isles, National Association, Minneapolis, Minnesota; Norwest Bank Camden, National Association, Minneapolis, Minnesota; Norwest Bank Central, National Association, Minneapolis, Minnesota; Norwest Bank East St. Paul, National Association, St. Paul, Minnesota; Norwest Bank Hastings, National Association, Hastings, Minnesota; Norwest Bank Jordan, National Association, Jordan, Minnesota; Norwest Bank Maple Grove, National Association, Maple Grove, Minnesota; Norwest Bank MetroSouth, National Association, Minneapolis, Minnesota; Norwest Bank MetroWest, National Association, Hopkins, Minnesota; Norwest Bank Midland, National Association, Minneapolis, Minnesota; Norwest Bank Old St. Anthony, National Association, Minneapolis, Minnesota; Norwest Bank South St. Paul, National Association, South St. Paul, Minnesota; Norwest Bank St. Paul, National Association, St. Paul, Minnesota; Norwest Bank Stillwater, National Association, Stillwater, Minnesota; Norwest Bank University-Midway, National Association, Minneapolis, Minnesota; and to establish the following branches: "Blooomington" 7900 Xerxes Avenue South Bloomington, Minnesota 55431 Certificate No. 77022A "Calhoun-Isles" 1455 West Lake Street Minneapolis, Minnesota 55408 Certificate No. 77023A "Camden" 4141 Lyndale Avenue Minneapolis, Minnesota 55412 Certificate No. 77024A "Central" 2329 Central Avenue N.E. Minneapolis, Minnesota 55418 Certificate No. 77025A "East St. Paul" 875 E. Minnehaha Avenue St. Paul, Minnesota 55106 Certificate No. 77026A Mr. Bruce Moland Vice President and Assistant General Counsel Norwest Corporation 1200 Peavey Building Minneapolis, Minnesota 55479 January 4, 1988 Page 3 "Hastings" 111 East 3rd Street Hastings, Minnesota 55033 Certificate No. 77027A "Jordan" 200 Creek Lane Jordan, Minnesota 55352 Certificate No. 77028A "Mapple Grove" 9353 Jefferson Highway Maple Gove, Minnesota 55369 Certificate No. 77029A "MetroSouth" 2600 East Franklin Avenue Minneapolis, Minnesota 55406 Certificate No. 77030A "MetroWest" 1011 First Street South Hopkins, Minnesota 55343 Certificate No. 77031A "Midland" 401 Second Avenue South Minneapolis, Minnesota 55479 Certificate No. 77032A "Old St. Anthony" 425 East Hennepin Avenue Minneapolis, Minnesota 55414 Certificate No. 77033A "South St. Paul" 161 North Concord Exchange South St. Paul, Minnesota 55075 Certificate No. 77034A "St. Paul" 55 East Fifth Street St. Paul, Minnesota 55101 Certificate No. 77035A "Stillwater" 2000 Northwestern Avenue Stillwater, Minnesota 55082 Certificate No. 77036A "University-Midway" 3430 University Avenue S.E. Minneapolis, Minnesota 55414 Certificate No. 77037A Mr. Bruce Moland vice President and Assistant General Counsel Norwest Corporation 1200 Peavey Building Minneapolis, Minnesota 55479 January 4, 1988 Page 4 The shareholders' meetings of the respective banks may be finally adjourned. Sincerely, /s/ THOMAS C. MCALLISTER ------------------------------- Thomas C. McAllister Director for Analysis Midwestern District Bank Charter No. 2006 [SEAL] EXHIBIT 2e [LOGO] ________________________________________________________________________________ Comptroller of the Currency Administrator of National Banks _______________________________________________________________________________ Large Bank Licensing, MS 3-3 250 E Street, S.W. Washington, DC 20219 July 10, 2000 Mr. James E. Hanson Manager Wells Fargo & Company Sixth & Marquette - N9305-152 Minneapolis, Minneapolis 55479 Dear Mr. Hanson: This letter is the official certification of the Comptroller of the Currency (OCC) of the consolidation of Norwest Bank Minnesota North, National Association, Duluth, Minnesota, Charter Nr. 3626, and Norwest Bank Minnesota South, National Association, Rochester, Minnesota, Charter Nr. 2088, with Norwest Bank Minnesota, National Association, Minneapolis, Minnesota, Charter Nr. 2006 under the charter of Norwest Bank Minnesota, National Association, Minneapolis, Minnesota, Charter Nr. 2006 and with the resulting title of Wells Fargo Bank Minnesota, National Association, effective July 8, 2000. This letter is also the official authorization given to Wells Fargo Bank Minnesota, N.A., Charter Nr. 2006, to operate the former head offices of Norwest Bank Minnesota North, N.A. and Norwest Bank Minnesota South, N.A. as branches at the following locations: Popular Name: Duluth Main Office Branch Number: 118525A Address: 230 West Superior Street Duluth, Minnesota Popular Name: Rochester Main Office Branch Number: 118526A Address: 21 First Street Southwest Rochester, Minnesota Branch authorizations previously granted to the consolidating banks automatically convey to Wells Fargo Bank Minnesota, N.A., the resulting bank, and will not be reissued. Please furnish a copy of this certificate to personnel responsible for branch administration. Certification of Consolidation Wells Fargo Bank Minnesota, N.A./Norwest Bank Minnesota North, N.A. and Norwest Bank Minnesota South, N.A. Page 2 of 2 The OCC also authorizes the resulting bank, should the consolidation occur between Call Report dates, to recalculate its legal lending limit. The new lending limit should be calculated by using data from the last Call Report of the individual banks filed prior to consummating the consolidation, as adjusted for the combination. The resulting bank will then file a new Call Report and begin calculating its legal lending limit according to 12 C.F.R. 324(a) at the end of the quarter following consummation of the consolidation. In the event of questions, please contact Licensing Analyst Abel Reyna at (202) 874-5060 or by e-mail at: LargeBanks@OCC.Treas.Gov. Sincerely, /s/ RICHARD T. ERB [SEAL OF COMPTROLLER OF THE CURRENCY] Richard T. Erb Licensing Manager Control Nr. 2000-ML-02-0015 EXHIBIT 3 FEDERAL RESERVE BOARD Washington D.C. January 2, 1934 Pursuant to authority vested in the Federal Reserve Board by the Act of Congress approved September 23, 1913, known as the Federal Reserve Act as amended by the Act of September 26, 1918, Northwestern National Bank and Trust Company of Minneapolis, Minneapolis, Minnesota has been granted the right to act when not in contravention of State or local laws as Transfer Executor, Administrator, Registrar of stock's and bonds, Guardian of estates, Assignee, Receiver, Committee of Estates of families or in any other fiduciary capacity in which State Banks' trust companies or other corporations which come into competition with national banks are permitted to act under the laws of the State of Minnesota. The exercise of such rights shall be subject to regulations prescribed by Federal Reserve Board. Federal Reserve Board By /s/ E.R. Black -------------------------------------- Governor Attest: Chester Morrill Exhibit 4 WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION BY-LAWS ARTICLE I Meetings of Shareholders Section 1.1 Annual Meeting. The regular annual meeting of the shareholders for the election of directors and the transaction of whatever other business may properly come before the meeting shall be held at the main office of the Association in Minneapolis, Minnesota, or such other place as the Board of Directors may designate, at 9:30 a.m., on the third Tuesday of January in each year. If for any cause the annual meeting of shareholders for the election of directors is not held on the date fixed in this by-law, such meeting may be held on some other day, notice thereof having been given in accordance with the requirements of Section 5149, Unites States Revised Statutes, and the meeting conducted according to the provisions of these by-laws. Section 1.2 Special Meetings. Except as otherwise specifically provided by statute, special meetings of shareholders may be called for any purpose at any time by the Board of Directors, by the President, or by any one or more shareholders owning in the aggregate not less than twenty-five percent of the then outstanding shares, as provided in Article Ninth of the Articles of Association. Section 1.3 Notice of Meetings. A notice of each annual or special shareholders' meeting, setting forth the time, place, and purpose of the meeting, shall be given, by first-class mail, postage prepaid, to each shareholder of record at least ten days prior to the date on which such meeting is to be held; but any failure to mail such notice of any annual meeting, or any irregularity therein, shall not affect the validity of such annual meeting or of any of the proceedings thereat. Notwithstanding anything in these by-laws to the contrary, a valid shareholders' meeting may be held without notice whenever notice thereof shall be waived in writing by all shareholders, or whenever all shareholders shall be present or represented at the meeting. Section 1.4 Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business, and may transact any business except such as may, under the provisions of law, the Articles of Association, or these by-laws, require the vote of holders of a greater number of shares. If, however, such majority shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of voting stock shall be present. At any such adjourned meeting at which the requisite amount of voting stock shall be represented, any business may be transacted which might have been transacted at the meeting as originally called. Section 1.5 Proxies and Voting Rights. At each meeting of the shareholders each shareholder having the right to vote shall be entitled to vote in person or by proxy appointed by an instrument in writing subscribed by such shareholder, which proxy shall be valid for that meeting or any adjournments thereof, shall be dated, and shall be filed with the records of the meeting. No officer or employee of this Association may act as proxy. Each shareholder shall have one vote for each share of stock having voting power which is registered in his name on the books of the Association. Voting for the election of directors and voting upon any other matter which may be brought before any shareholders' meeting may, but need not, be by ballot, unless voting by ballot be requested by a shareholder present at the meeting. Section 1.6 Proceedings and Record. The Chairman of the Board shall preside at all meetings of the shareholders or, in case of his absence or inability to act, the President or, in case of the absence or inability to act of both of them, any Vice President may preside at any such meeting. The presiding officer shall appoint a person to act as secretary of each shareholders' meeting; provided, however, that the shareholders may appoint some other person or preside at their meetings or to act as secretary thereof. A record of all business transacted shall be made of each shareholders' meeting showing, among other things, the names of the shareholders present and the number of shares of stock held by each, the names of the shareholders represented by proxy and the number of shares held by each, the names of the proxies, the number of shares voted on each motion or resolution and the number of shares voted for each candidate for director. This record shall be entered in the minute book of the Association and shall be subscribed by the secretary of the meeting. ARTICLE II Directors Section 2.1 Board of Directors. The Board of Directors (hereinafter referred to as the "Board") shall have power to manage and administer the business and affairs of the Association. Except as expressly limited by law, all corporate powers of the Association shall be vested in and may be exercised by the Board. Section 2.2 Number and Qualifications. The Board shall consist of not less than five nor more than twenty-five persons, the exact number within such minimum and maximum limits to be fixed and determined from time to time by resolution of a majority of the full Board or by resolution of the shareholders at any meeting thereof; provided, however, that a majority of the full Board may not increase the number of directors to a number which (i) exceeds by more than two the number of directors last elected by shareholders where such number was fifteen or less; and (ii) exceeds by more than four the number of directors last elected by shareholders where such number was sixteen or more, but in no event shall the number of directors exceed twenty-five. Each director shall, during the full term of his directorship, be a citizen of the United States, and at least two-thirds of the directors shall have resided in Minnesota, or within one hundred miles of the location of the office of the Association, for at least one year -2- immediately preceding their election, and shall be residents of Minnesota or within a one-hundred-mile territory of the location of the Association during their continuance in office. Each director, during the full term of his directorship, shall own a minimum of $1,000 par value of stock of this Association or an equivalent interest, as determined by the Comptroller of the Currency, in any company which has control over this Association within the meaning of Section 2 of the Bank Holding Company Act of 1956, as amended. Section 2.3 Organization Meeting. A meeting of the newly elected Board shall be held at the main office of this Association, without notice, immediately following the adjournment of the annual meeting of the shareholders, or at such other time and at such other place to which said meeting may be adjourned. No business shall be transacted at any such meeting until a majority of the directors elected shall have taken an oath of office as prescribed by law, and no director elected shall participate in the business transacted at any such meeting of the Board until he shall have taken said oath. If at any such meeting there is not a quorum of the directors present who shall have taken the oath of office, the members present may adjourn the meeting from time to time until a quorum is secured. At such meeting of the newly elected Board, if a quorum is present, the directors may elect officers for the ensuing year and transact any and all business which may be brought before them. Section 2.4 Regular Meetings. The regular meetings of the Board may be held at such time and place as shall from time to time be determined by the Board. When any regular meeting of the Board falls upon a holiday, the meeting shall be held on the next banking business day. Section 2.5 Special Meetings. Special meetings of the Board may be called by the Chairman of the Board, the President, the Cashier or the Secretary, and shall be called at the request of one-third or more of the directors. Section 2.6 Notice of Meetings. Each member of the Board shall be given not less than one day's notice by telephone, telegram, letter, or in person, stating the time and place of any regular or special meeting; such notice may, but need not, state the purpose of said meeting. Notwithstanding anything in these by-laws to the contrary, a valid directors' meeting may be held without notice whenever notice thereof shall be waived in writing by all of the directors, or whenever all of the directors are present at the meeting. Section 2.7 Quorum and Voting. A majority of the directors shall constitute a quorum at all directors' meetings. Except where the vote of a greater number of directors is required by the Articles of Association, these by-laws or under provisions of law, the vote of a majority of the directors at a meeting at which a quorum is present shall be sufficient to transact business. Section 2.8 Proceedings and Record. The Chairman of the Board, if such officer shall have been designated by the Board, shall preside at all meetings thereof, and in his absence or inability to act (or if there shall be no Chairman of the Board) the President, and in his absence or inability to act any other director appointed chairman of the meeting pro tempore, shall preside at meetings of the directors. The Cashier, or Secretary, or any -3- other person appointed by the Board, shall act as secretary of the Board and shall keep accurate minutes of all meetings. Section 2.9 Vacancies. Any vacancy in the Board may be filled by appointment at any regular or special meeting of the Board of the remaining directors in accordance with the laws of the United States, and any director so appointed shall hold his place until the next election. ARTICLE III Committees of the Board Section 3.1 Executive Committee. The Board may appoint annually or more often an Executive Committee consisting of three mor more directors. In the event an Executive Committee is appointed, the Executive Committee shall have the power to approve, review, and delegate authority to make loans and otherwise extend credit and to purchase and sell bills, notes, bonds, debentures and other legal investments and to establish and review general loan and investment policies. In addition, when the Board if not in session, the Executive Committee shall have the power to exercise all powers of the Board, except those that cannot legally be delegated by the Board. The Executive Committee shall keep minutes of its meetings, and such minutes shall be submitted at the next regular meeting of the Board at which a quorum is present. Section 3.2 Trust Committees. The Board shall appoint a Trust Audit Committee which shall, at least once during each calendar year and within fifteen months of the last such audit, make suitable audits of the Trust Department or cause suitable audits to be made by auditors responsible only to the Board and at such time shall ascertain and report to the Board whether said Department has been administered in accordance with applicable laws and regulations and sound fiduciary principles. Every report to the Board under this section, together with the action taken thereon, shall be noted in the minutes of the Board. The Board shall from time to time appoint such other committees of such membership and with such powers and duties as it is required to appoint under the provisions of Regulation 9 issued by the Comptroller of the Currency relating to the trust powers of national banks, or any amendments thereto, and may appoint such other committees of such membership and with such powers and duties as the Board may provide and as are permitted by said Regulation 9, or any amendments thereto. Section 3.3 Other Committees. The Board, by a majority vote of the whole Board, may create from its own members or (to the extent permitted by applicable statutes, laws and regulations) from its own members and/or officers or employees of the Association such other committees as it may from time to time deem necessary, and may designate the name and term of existence and prescribe the duties thereof. Section 3.4 Proceedings and Record. Each committee appointed by the Board may hold regular meetings at such time or times as may be fixed by the Board or by the committee itself. Special meetings of any committee may be called by the chairman or vice chairman or any two members thereof. The Board may, at the time of the -4- appointment of any committee, designate alternate or advisory members, designate its chairman, vice chairman, and secretary, or any one or more thereof, and the committee itself may appoint such of said officers as have not been so designated by the Board if they deem such appointment necessary or advisable. The secretary may but need not be a member of the committee. The Board may at any time prescribe or change the number of members whose presence is required to constitute a quorum at any or all meetings of a committee. The quorum so prescribed need not be a majority of the members of the committee. If no quorum is prescribed by the Board, the presence of a majority of the members of the committee shall be required to constitute a quorum. Each committee shall keep such records of its meetings and proceedings as may be required by law or applicable regulations and may keep such additional records of its meetings and proceedings as it deems necessary or advisable, and each committee may make such rules of procedure for the conduct of its own meetings and the method of discharge of its duties as it deems advisable. Each committee appointed by the Board may appoint subcommittees composed of its own members or other persons and may rely on information furnished to it by such subcommittees or by statistical or other fact-finding departments or employees of this Association, provided that final action shall be taken in each case by the committee. ARTICLE IV Officers and Employees Section 4.1 Appointment of Officers. The Board shall appoint a President, one or more Vice Presidents and a Cashier and/or Secretary and may appoint a Chairman of the Board and such other officers as from time to time may appear to the Board to be required or desirable to transact the business of the Association. Only directors shall be eligible for appointment as President or Chairman of the Board. If a director other than the President is appointed Chairman of the Board, the Board shall designate either of these two officers as the chief executive officer of this Association. The chief executive officer or any other officers authorized by the Board from time to time may appoint other officers below the rank of Executive Vice President by filing a written notice of such officer appointments with the Cashier or Secretary. Section 4.2 Tenure of Office. Officers shall hold their respective offices for the current year for which they are appointed unless they resign, become disqualified or are removed. Any officer appointed by the Board may be removed at any time by the affirmative vote of a majority of the full Board or in accordance with authority granted by the Board. During the year between its organization meetings, the Board may appoint additional officers and shall promptly fill any vacancy occurring in any office required to be filled. Section 4.3 Chief Executive Officer. The chief executive officer shall supervise the carrying out of policies adopted or approved by the Board, shall have general executive powers as well as the specific powers conferred by these by-laws, and shall also have and may exercise such further powers and duties as from time to time may be conferred upon or assigned to him by the Board. -5- Section 4.4 Cashier or Secretary. The Cashier or Secretary shall attend to the giving of all notices required by these by-laws to be given; shall be custodian of the corporate seal, records, documents and papers of the Association; shall provide for the keeping of proper records of all transactions of the Association; shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice, to the Office of Cashier, or imposed by these by-laws; and shall also perform such other duties as may be assigned from time to time by the Board. Section 4.5 General Authority and Duties. Officers shall have the general powers and duties customarily vested in the office of such officers of a corporation and shall also exercise such powers and perform such duties as may be prescribed by the Articles of Association, by these by-laws, or by the laws or regulations governing the conduct of the business of national banking associations, and shall exercise such other powers and perform such other duties not inconsistent with the Articles of Association, these by-laws or laws or regulations as may be conferred upon or assigned to them by the Board or the chief executive officer. Section 4.6 Employees and Agents. Subject to the authority of the Board, the chief executive officer, or any other officer of the Association authorized by him, may appoint or dismiss all or any employees and agents and prescribe their duties and the conditions of their employment, and from time to time fix their compensation. Section 4.7 Bonds of Officers and Employees. The officers and employees of this Association shall give bond with security to be approved by the Board in such penal sum as the Board shall require, conditioned for the faithful and honest discharge of their respective duties, and for the faithful application and accounting of all monies, funds and other property which may come into their possession or may be entrusted to their care or placed in their hands. In the discretion of the Board in lieu of having individual bonds for each officer and employee, there may be substituted for the bonds provided for herein a blanket bond covering all officers and employees providing coverage in such amounts and containing such conditions and stipulations as shall be approved by the chief executive officer of this Association but subject to the supervision and control of the Board. ARTICLE V Stock and Stock Certificates Section 5.1 Transfers. Shares of stock shall be transferable only on the books of the Association upon surrender of the certificate for cancellation, and a transfer book shall be kept in which all transfers of stock shall be recorded. Section 5.2 Stock Certificates. Certificates of stock shall be signed by the chief executive officer, the President or a Vice President and the Cashier, Secretary, or any other officer appointed by the Board for that purpose, and shall be sealed with the corporate seal. Each certificate shall recite on its face that the stock represented thereby -6- is transferable only upon the books of the Association properly endorsed, and shall meet the requirements of Section 5139, United States Revised Statutes, as amended. Section 5.3 Dividends. Transfers of stock shall not be suspended preparatory to the declaration of dividends and, unless an agreement to the contrary shall be expressed in the assignments, dividends shall be paid to the shareholders in whose name the stock shall stand at the time of the declaration of the dividends or on such record date as may be fixed by the Board. Section 5.4 Lost Certificates. In the event of loss or destruction of a certificate of stock, a new certificate may be issued in its place upon proof of such loss or destruction and upon receipt of an acceptable bond or agreement of indemnity as may be required by the Board. ARTICLE VI Corporate Seal Section 6.1 Form. The corporate seal of the Association shall have inscribed thereon the name of the Association. Section 6.2 Authority to Impress. The chief executive officer, the President, the Cashier, the Secretary, or the Assistant Cashier, or other officer designated by the Board, shall have authority to impress or affix the corporate seal to any document requiring such seal, and to attest the same. ARTICLE VII Miscellaneous Provisions Section 7.1 Banking Hours. The days and hours during which this Association shall be open for business shall be fixed from time to time by the Board, the chief executive officer, or the President, consistent with national and state laws governing banking and business transactions. Section 7.2 Execution of Written Instruments. All instruments, documents, or agreements relating to or affecting the property or business and affairs of this Association, or of this Association when acting in any representative or fiduciary capacity, shall be executed, acknowledged, verified, delivered or accepted on behalf of this Association by the chief executive officer, the President, any Executive Vice President, any person specifically designated by the Board as an "Executive Officer" of this Association, or by such other officer, officers, employees, or designated signers, as the Board may from time to time direct. Section 7.3 Records. The Articles of Association, these by-laws, and any amendments thereto, and the proceedings of all regular and special meetings of the -7- directors and of the shareholders shall be recorded in appropriate minute books provided for the purpose. The minutes of each meeting shall be signed by the person appointed to act as secretary of the meeting. Section 7.4 Fiscal Year. The fiscal year of the Association shall be the calendar year. Section 7.5 Corporate Governance Procedures. In accordance with 12 C.F.R. Section 7.2000, to the extent not inconsistent with applicable federal banking statutes or regulations or bank safety and soundness, this Association designates and elects to follow the corporate governance procedures of the Delaware General Corporation Law, as amended from time to time. ARTICLE VIII By-Laws Section 8.1 Inspection. A copy of these by-laws, with all amendments thereto, shall at all times be kept in a convenient place at the main office of the Association, and shall be open for inspection to all shareholders during banking hours. Section 8.2 Amendments. These by-laws may be changed or amended at any regular or special meeting of the Board by a vote of a majority of the full Board or at any regular or special meeting of shareholders by the vote of the holders of a majority of the stock issued and outstanding and entitled to vote thereat. -8- EXHIBIT 6 May 31, 2002 Securities and Exchange Commission Washington, D.C. 20549 Gentlemen: In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor. Very truly yours, WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION /s/ Cheryl Zimmerman ---------------------------------------- Cheryl Zimmerman Corporate Trust Officer EXHIBIT 7 FR Y-9C OMB Number 7100-0128 Ave. hrs. per response: 33.93 Expires March 31, 2002 BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM -------------------------------------------------------------------------------- [SEAL OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM] -------------------------------------------------------------------------------- CONSOLIDATED FINANCIAL STATEMENTS FOR BANK HOLDING COMPANIES--FR Y-9C REPORT AT THE CLOSE OF BUSINESS AS OF THE LAST CALENDAR DAY OF THE QUARTER This Report is required by law: Section 5(c) of the Bank Holding Company Act (12 U.S.C. 1844) and Section 225 5(b) of Regulation Y [12 CFR 225 5 (b)]. This report form is to be filed by bank holding companies with total consolidated assets of $150 million or more. In addition, multibank holding companies with debt outstanding to the general public or that are engaged in a nonbank activity (either directly or indirectly) involving financial leverage or engaged in credit extending activities, must file this report (FR Y-9C) regardless of size. See page 1 of the general instructions for further information. However, when such bank holding companies own or control, or are owned or controlled by, other bank holding companies, only the top-tier holding company must file this report for the consolidated holding company organization, except that lower-tiered bank holding companies that have total consolidated assets of $1 billion or more must also file this report (FR Y-9C). The Federal Reserve may not conduct or sponsor, and an organization (or a person) is not required to respond to, a collection of information unless it displays a currently valid OMB control number. -------------------------------------------------------------------------------- NOTE: The consolidated Financial Statements for Bank Holding Companies must be signed by one director of the bank holding company. This individual should also be a senior official of the bank holding company. In the event that the bank holding company does not have an individual who is a senior official and is also a director, the chairman of the board must sign the report. I, Richard M. Kovacevich, Chairman & CEO ---------------------------------------------------- Name and Title of Officer have reviewed the Consolidated Financial Statements for Bank Holding Companies filed by the named bank holding company and have transmitted a copy of the report to the Board of Directors for their information. /s/ Richard M. Kovacevich ------------------------------------------------------- Signature of Bank Holding Company Official ------------------------------------------------------- Date of Signature The Consolidated Financial Statements for Bank Holding Companies is to be prepared in accordance with the instructions provided by the Federal Reserve System. Date of Report March 31, 2002 ------------------------------------------------------- Month / Date / Year (BHCK 9999) Wells Fargo & Company ------------------------------------------------------- Legal Title of Bank Holding Company (TEXT 9010) 6th & Marquette ------------------------------------------------------- (Mailing Address of the Bank Holding Company) Street / P.O. Box (TEXT 9110) Minneapolis MN 55479-0001 ------------------------------------------------------- City (TEXT 9130) State (TEXT 9200) Zip Code (TEXT 9220) -------------------------------------------------------------------------------- Return to the appropriate Federal Reserve District Bank the completed original and the number of copies specified by that District Bank. Person to whom questions about this report should be directed: Karen B. Martin, Manager --------------------------------------- ------------------------------------- For Federal Reserve Bank Use Only Name / Title (TEXT 8901) RSSD ID (612) 667-3975 -------------------------------- ------------------------------------- Area Code / Phone Number (TEXT 8902) C.I. S.F. (612) 667-3659 ------ ------ ------------------------------------- --------------------------------------- FAX Number (TEXT 9116) Public reporting burden for this information collection is estimated to vary from 5.0 to 1,250 hours per response, with an average of 33.45 hours per response, including time to gather and maintain data in the required form and to review instructions and complete the information collection. Comments regarding this burden estimate or any other aspect of this information collection, including suggestions for reducing the burden, may be sent to Secretary, Board of Governors of the Federal Reserve System, Washington, D.C. 20551, and to the Office of Management and Budget, Paperwork Reduction Project (7100-0128), Washington, D.C. 20503). SAN FRANCISCO, CA, 94163-0000 March 31, 2002 REPORT OF INCOME FOR BANK HOLDING COMPANIES REPORT ALL SCHEDULES OF THE REPORT OF INCOME ON A CALENDAR YEAR-TO-DATE BASIS. SCHEDULE HI - CONSOLIDATED INCOME STATEMENT
Dollar Amounts in Thousands ------------------------ 1. Interest income BHCK Bil | Mil | Thou ------ ---------------- a. Interest and fee income on loans: (1) In domestic offices 4010 3,783,000 1.a.(1) (2) In foreign offices, Edge and Agreement subsidiaries, and IBFs 4059 0 1.a.(2) b. Income from lease financing receivables 4065 169,000 1.b. c. Interest income on balances due from depository institutions[1] 4115 3,000 1.c. d. Interest and dividend income on securities: (1) U.S. Treasury securities and U.S. government agency obligations (excluding mortgage-backed securities) B488 29,000 1.d.(1) (2) Mortgage-backed securities B489 541,000 1.d.(2) (3) All other securities 4060 86,000 1.d.(3) e. Interest income from trading assets 4069 44,000 1.e. f. Interest income of federal funds sold and securities purchased under agreements to resell 4020 7,000 1.f. g. Other interest income 4518 19,000 1.g. h. Total interest income (sum of items 1.a through 1.g) 4107 4,681,000 1.h. 2. Interest expense a. Interest on deposits: (1) In domestic offices: (a) Time deposits of $100,000 or more A517 79,000 2.a.(1)(a) (b) Time deposits of less than $100,000 A518 172,000 2.a.(1)(b) (c) Other deposits 6761 216,000 2.a.(1)(c) (2) In foreign offices, Edge and Agreement subsidiaries and IBFs 4172 27,000 2.a.(2) b. Expense on federal funds purchased and securities sold under agreements to repurchase 4180 82,000 2.b. c. Interest on trading liabilities and other borrowed money (excluding subordinated notes and debentures) 4185 363,000 2.c. d. Interest on subordinated notes and debentures and on mandatory convertible securities 4397 87,000 2.d. e. Other interest expense 4398 0 2.e. f. Total interest expense (sum of items 2.a through 2.e) 4073 1,026,000 2.f. 3. Net interest income (item 1.h minus item 2.f) 4074 3,655,000 3 4. Provision for loan and lease losses (from Schedule HI-B, part II, item 5) 4230 490,000 4 5. Noninterest income: a. Income from fiduciary activities 4070 184,000 5.a. b. Service charges on deposit accounts in domestic offices 4483 505,000 5.b. c. Trading revenue [2] A220 94,000 5.c. d. Investment banking, advisory, brokerage, and underwriting fees and commissions B490 256,000 5.d. e. Venture capital revenue B491 (34,000) 5.e. f. Net servicing fees B492 242,000 5.f. g. Net securitization income B493 6,000 5.g. h. Insurance commissions and fees B494 263,000 5.h. i. Net gains (losses) on sales of loans and leases 8560 (218,000) 5.i. j. Net gains (losses) on sales of other real estate owned 8561 (2,000) 5.j. k. Net gains (losses) on sales of other assets (excluding securities) B496 (111,000) 5.k. l. Other noninterest income [3] B497 1,066,000 5.l. m. Total noninterest income (sum of items 5.a through 5.l) 4079 2,251,000 5.m. 6. a. Realized gains (losses) on held-to-maturity securities 3521 0 6.a. b. Realized gains (losses) on available-for-sale securities 3196 50,000 6.b.
---------- 1. Includes interest income on time certificates of deposit not held for trading. 2. For bank holding companies required to complete Schedule HI, memoranda item 9, trading revenue reported in Schedule HI, item 5.c must equal the sum of Memoranda items 9.a through 9.d. 3. See Schedule HI, Memoranda item 6. WELLS FARGO & COMPANY FR Y-9 C 420 MONTGOMERY STREET Page 2 SAN FRANCISCO, CA, 94163-0000 March 31, 2002 SCHEDULE HI - CONTINUED
Dollar Amounts in Thousands --------------------------- 7. Noninterest expense: BHCK Bil | Mil | Thou ------ ---------------- a. Salaries and employee benefits 4135 1,762,000 7.a. b. Expenses of premises and fixed assets (net of rental income) (excluding salaries and employee benefits and mortgage interest) 4217 505,000 7.b. c. (1) GOODWILL IMPAIRMENT LOSSES C216 0 7.c.(1) (2) AMORTIZATION EXPENSE AND IMPAIRMENT LOSSES FOR OTHER INTANGIBLE ASSETS C232 41,000 7.c.(2) d. Other noninterest expense[4] 4092 1,012,000 7.d. e. Total noninterest expense (sum of items 7.a through 7.d) 4093 3,320,000 7.e. 8. Income (loss) before income taxes and extraordinary items, and other adjustments (sum of items 3, 5.m, 6.a, and 6.b minus items 4 and 7.e) 4301 2,146,000 8 9. Applicable income taxes (foreign and domestic) 4302 759,000 9 10. Minority interest 4484 8,000 10 11. Income (loss) before extraordinary items and other adjustments (item 8 minus items 9 and 10) 4300 1,379,000 11 12. Extraordinary items, net of applicable taxes and minority interest[5] 4320 (276,000) 12 13. Net income (loss) (sum of items 11 and 12) 4340 1,103,000 13
---------- 4. See Schedule HI, Memoranda item 7. 5. Describe on Schedule HI, Memoranda item 8. MEMORANDA
BHCK Bil | Mil | Thou ---- ---------------- 1. Net interest income (item 3 above) on a fully taxable equivalent basis 4519 3,678,000 M.1. 2. Net income before income taxes, extraordinary items, and other adjustments (Item 8 above) on a fully taxable equivalent basis 4592 2,170,000 M.2. 3. Income on tax-exempt loans and leases to states and political subdivisions in the U.S. (included in Schedule HI, items 1.a and 1.b, above) 4313 6,000 M.3. 4. Income on tax-exempt securities issued by states and political subdivisions in the U.S. (included in Schedule HI, item 1.d.(3), above) 4507 31,000 M.4. BHCK Number 5. Number of full-time equivalent employees at end of current period (round to nearest ---- ------ whole number) 4150 123,200 M.5. 6. Other noninterest income (from schedule HI, item 5.I, above) (only report amounts that BHCK Bil | Mil | Thou exceed 1% of the sum of Schedule HI, items 1.h and 5.m): ---- ---------------- a. INCOME AND FEES FROM THE PRINTING AND SALE OF CHECKS C013 0 M.6.a. b. EARNINGS ON/INCREASE IN VALUE OF CASH SURRENDER VALUE OF LIFE INSURANCE C014 0 M.6.b. c. INCOME AND FEES FROM AUTOMATED TELLER MACHINES (ATMs) C016 0 M.6.c. d. RENT AND OTHER INCOME FROM OTHER REAL ESTATE OWNED 4042 0 M.6.d. e. SAFE DEPOSIT BOX RENT C015 0 M.6.e. TEXT Origination and closing fee income f. 8562 8562 220,000 M.6.f. TEXT Credit card fee income g. 8563 8563 201,000 M.6.g. TEXT Mortgage loan fee income h. 8564 8564 92,000 M.6.h.
WELLS FARGO & COMPANY FR Y-9 C 420 MONTGOMERY STREET Page 3 SAN FRANCISCO, CA, 94163-0000 March 31, 2002 SCHEDULE HI - CONTINUED Memoranda (continued)
Dollar Amounts in Thousands --------------------------- 7. Other noninterest expense (from schedule HI, item 7.d, above) (only report amounts BHCK Bil | Mil | Thou that exceed 1% of the sum of Schedule HI, items 1.h and 5.m): ------ ---------------- a. DATA PROCESSING EXPENSES C017 0 M.7.a. b. ADVERTISING AND MARKETING EXPENSES 0497 0 M.7.b. c. DIRECTORS' FEES 4136 0 M.7.c. d. PRINTING, STATIONERY, AND SUPPLIES C018 0 M.7.d. e. POSTAGE 8403 0 M.7.e. f. LEGAL FEES AND EXPENSES 4141 0 M.7.f. g. FDIC DEPOSIT INSURANCE ASSESSMENTS 4146 0 M.7.g. TEXT Professional fees h. 8565 8565 207,000 M.7.h. TEXT Telephone fees i. 8566 8566 92,000 M.7.i. TEXT j. 8567 8567 0 M.7.j. 8. Extraordinary items and other adjustments (from Schedule HI, item 12) (itemize all extraordinary items and other adjustments): a.(1) EFFECT OF ADOPTING FAS 142, GOODWILL AND OTHER INTANGIBLE ASSETS C231 C231 (276,000)M.8.a.(1) (2) Applicable income tax effect BHCK 3572 (129,000) M.8.a.(2) b.(1) 3573 3573 0 M.8.b.(1) (2) Applicable income tax effect BHCK 3574 0 M.8.b.(2) c.(1) 3575 3575 0 M.8.c.(1) (2) Applicable income tax effect BHCK 3576 0 M.8.c.(2) 9. Trading revenue (from cash instruments and derivative instruments) (Sum of items 9.a through 9.d must equal Schedule HI, item 5.c.) (TO BE COMPLETED BY BANK HOLDING COMPANIES THAT REPORTED AVERAGE TRADING ASSETS (SCHEDULE HC-K, ITEM 4.A) OF $2 MILLION OR MORE FOR ANY QUARTER OF THE PRECEDING CALENDAR YEAR): a. Interest rate exposures 8757 56,000 M.9.a. b. Foreign exchange exposures 8758 38,000 M.9.b. c. Equity security and index exposures 8759 0 M.9.c. d. Commodity and other exposures 8760 0 M.9.d. 10. Impact on income of derivatives held for purposes other than trading: a. Net increase (decrease) to interest income 8761 122,000 M.10.a. b. Net (increase) decrease to interest expense 8762 159,000 M.10.b. c. Other (noninterest) allocations 8763 0 M.10.c. 11. Credit losses on derivatives (see instructions) A251 0 M.11. 12. a. Income from the sale and servicing of mutual funds and annuities (in domestic offices) 8431 97,000 M.12.a. b. (1) PREMIUMS ON INSURANCE RELATED TO THE EXTENSION OF CREDIT C242 40,000 M.12.b.(1) (2) ALL OTHER INSURANCE PREMIUMS C243 61,000 M.12.b.(2) c. Benefits, losses, and expenses from insurance-related activities B983 46,000 M.12.c. 13. Does the reporting bank holding company have a Subchapter S election in effect for federal BHCK income tax purposes for the current tax year? (Enter "1" for yes; enter "2" for no.) A530 2 M.13.
WELLS FARGO & COMPANY FR Y-9 C 420 MONTGOMERY STREET Page 4 SAN FRANCISCO, CA, 94163-0000 March 31, 2002 Schedule HI-A - Changes in Equity Capital
Dollar Amounts in Thousands --------------------------- BHCK Bil | Mil | Thou ------ ---------------- 1. Equity capital most recently reported for the end of previous calendar year (i.e., after adjustments from amended Reports of Income) 3217 27,214,000 1 2. Restatements due to corrections of material accounting errors and changes in accounting principles B507 0 2 3. Balance end of previous calendar year as restated (sum of items 1 and 2) B508 27,214,000 3 bhct 4. Net income (loss) (must equal Schedule HI, item 13) 4340 1,103,000 4 5. Sale of perpetual preferred stock (excluding treasury stock transactions): BHCK a. Sale of perpetual preferred stock, gross 3577 0 5.a. b. Conversion or retirement of perpetual preferred stock 3578 0 5.b. 6. Sale of common stock: a. Sale of common stock, gross 3579 0 6.a. b. Conversion or retirement of common stock 3580 0 6.b. 7. Sale of treasury stock 4782 114,000 7 8. LESS: Purchase of treasury stock 4783 131,000 8 9. Changes incident to business combinations, net 4356 453,000 9 10. LESS: Cash dividends declared on preferred stock 4598 1,000 10 11. LESS: Cash dividends declared on common stock 4460 444,000 11 12. Other comprehensive income[1] B511 (76,000) 12 13. Change in the offsetting debit to the liability for Employee Stock Ownership Plan (ESOP) debt guaranteed by the bank holding company 4591 0 13 14. Other adjustments to equity capital (not included above) 3581 95,000 14 15. Total equity capital end of current period (sum of items 3, 4, 5, 6, 7, 9, 12, 13 and 14, bhct less items 8, 10, and 11) (must equal item 28 on Schedule HC, Balance Sheet) 3210 28,327,000 15
---------- 1. Includes changes in net unrealized holding gains (losses) on available-for-sale securities, changes in accumulated net gains (losses) on cash flow hedges, foreign currency translation adjustments, and changes in minimum pension liability adjustments. Wells Fargo & Company FR Y-9 C 420 Montgomery Street Page 5 San Francisco, CA, 94163-0000 March 31, 2002 SCHEDULE HI-B - CHARGE-OFFS AND RECOVERIES ON LOANS AND LEASES AND CHANGES IN ALLOWANCE FOR LOAN AND LEASE LOSSES
Dollar Amounts in Thousands -------------------------------------------------- I. Charge-offs and Recoveries on Loans and Leases Charge-offs[1] Recoveries (Fully Consolidated) (Column A) (Column B) ------------------------ ------------------------ 1. Loans secured by real estate: BHCK Bil | Mil | Thou BHCK Bil | Mil | Thou ------ ---------------- ------ ---------------- a. Construction, land development, and other land loans in domestic offices 3582 20,000 3583 2,000 1.a. b. Secured by farmland in domestic offices 3584 0 3585 0 1.b. c. Secured by 1-4 family residential properties in domestic offices: (1) Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit 5411 4,000 5412 0 1.c.(1) (2) Closed-end loans secured by 1-4 family residential properties in domestic offices: (A) SECURED BY FIRST LIENS C234 7,000 C217 1,000 1.c.(2)(a) (B) SECURED BY JUNIOR LIENS C235 8,000 C218 3,000 1.c.(2)(b) d. Secured by multifamily (5 or more) residential properties in domestic offices 3588 0 3589 0 1.d. e. Secured by nonfarm nonresidential properties in domestic offices 3590 10,000 3591 4,000 1.e. f. In foreign offices B512 0 B513 0 1.f. 2. Loans to depository institutions and acceptances of other banks: a. To U.S. banks and other U.S. depository institutions 4653 0 4663 0 2.a. b. To foreign banks 4654 0 4664 0 2.b. 3. Loans to finance agricultural production and other loans to farmers 4655 4,000 4665 2,000 3 4. Commercial and industrial loans: a. To U.S. addressees (domicile) 4645 189,000 4617 29,000 4.a. b. To non-U.S. addressees (domicile) 4646 1,000 4618 0 4.b. 5. Loans to individuals for household, family, and other personal expenditures: a. Credit cards B514 103,000 B515 11,000 5.a. b. Other (includes single payment, installment, all student loans and revolving credit plans other than credit cards) B516 232,000 B517 59,000 5.b. 6. Loans to foreign governments and official institutions 4643 0 4627 0 6 7. All other loans 4644 1,000 4628 0 7 8. Lease financing receivables: a. To U.S. addressees (domicile) 4658 26,000 4668 7,000 8.a. b. To non-U.S. addressees (domicile) 4659 0 4669 0 8.b. 9. Total (sum of items 1 through 8) 4635 605,000 4605 118,000 9
MEMORANDA
BHCK Bil | Mil | Thou BHCK Bil | Mil | Thou ------ ---------------- ------ ---------------- 1. Loans to finance commercial real estate, construction, and land development activities (not secured by real estate) included in Schedule HI-B, part I, items 4 and 7 above 5409 0 5410 0 M.1. 2. Loans secured by real estate to non-U.S. addressees (domicile) (included in Schedule HI-B, part I, item 1, above) 4652 0 4662 0 M.2.
---------- 1. Include write-downs arising from transfers to a held-for-sale account. WELLS FARGO & COMPANY FR Y-9 C 420 MONTGOMERY STREET Page 6 SAN FRANCISCO, CA, 94163-0000 March 31, 2002 SCHEDULE HI-B - CONTINUED
Dollar Amounts in Thousands --------------------------- II. Changes in allowance for loan and lease losses BHCK Bil | Mil | Thou ---- ---------------- 1. Balance most recently reported at end of previous year (i.e., after adjustments from amended Reports of Income) B522 3,761,000 1 bhct 2. Recoveries (Must equal Schedule HI-B, Part I, item 9, Column B, above) 4605 118,000 2 3. LESS: CHARGE-OFFS (MUST EQUAL SCHEDULE HI-B, PART I, ITEM 9, COLUMN A ABOVE LESS BHCK SCHEDULE HI-B, PART II, ITEM 4) C079 605,000 3 4. LESS: WRITE-DOWNS ARISING FROM TRANSFERS OF LOANS TO A HELD-FOR-SALE ACCOUNT 5523 0 4 bhct 5. Provision for loan and lease losses (must equal Schedule HI, item 4) 4230 490,000 5 BHCK 6. ADJUSTMENTS (SEE INSTRUCTIONS FOR THIS SCHEDULE) C233 78,000 6 7. Balance at end of current period (sum of items 1,2, 5, and 6, less items 3 and 4) (must equal bhct Schedule HC, item 4.c) 3123 3,842,000 7
WELLS FARGO & COMPANY FR Y-9 C 420 MONTGOMERY STREET Page 7 SAN FRANCISCO, CA, 94163-0000 March 31, 2002 NOTES TO THE INCOME STATEMENT Enter in the lines provided below any additional information on specific line items on the income statement or to its schedules that the bank holding company wishes to explain, that has been separately disclosed in the bank holding company's quarterly reports to its shareholders, in its press releases, or on its quarterly reports to the Securities and Exchange Commission (SEC). Exclude any transactions that have been separately disclosed under the reporting requirements specified in Memoranda items 6 through 8 to Schedule HI, the Consolidated Income Statement. Also include any transactions which previously would have appeared as footnotes to Schedules HI through HI-B. Each additional piece of information disclosed should include the appropriate reference to schedule and item number, as well as a description of the additional information and the dollar amount (in thousands of dollars) associated with that disclosure. EXAMPLE A bank holding company has received $1.35 million of back interest on loans and leases that are currently in nonaccrual status. The holding company's interest income for the quarter shows that increase which has been disclosed in the report to the stockholders and to the SEC. Enter on the line item below the following information:
TEXT BHCK Bil | Mil | Thou ---- ---------------- 0000 Sch. HI, item 1.a(1), Recognition of interest payments on nonaccrual loans to XYZ country 0000 1,350
NOTES TO THE INCOME STATEMENT Dollar amount in thousands --------------------------- TEXT BHCK Bil | Mil | Thou ---- ---------------- 1. 5351 5351 0 1 2. 5352 5352 0 2 3. 5353 5353 0 3 4. 5354 5354 0 4 5. 5355 5355 0 5 6. B042 B042 0 6 7. B043 B043 0 7 8. B044 B044 0 8 9. B045 B045 0 9 10. B046 B046 0 10
WELLS FARGO & COMPANY FR Y-9 C 420 MONTGOMERY STREET Page 8 SAN FRANCISCO, CA, 94163-0000 March 31, 2002
NOTES TO THE INCOME STATEMENT - CONTINUED Dollar amount in thousands --------------------------- TEXT BHCK Bil | Mil | Thou ---- ---------------- 11. B047 B047 0 11 12. B048 B048 0 12 13. B049 B049 0 13 14. B050 B050 0 14 15. B051 B051 0 15 16. B052 B052 0 16 17. B053 B053 0 17 18. B054 B054 0 18 19. B055 B055 0 19 20. B056 B056 0 20
WELLS FARGO & COMPANY FR Y-9 C 420 MONTGOMERY STREET Page 9 SAN FRANCISCO, CA, 94163-0000 March 31, 2002 CONSOLIDATED FINANCIAL STATEMENTS FOR BANK HOLDING COMPANIES Report at the close of business March 31, 2002 SCHEDULE HC - CONSOLIDATED BALANCE SHEET
Dollar Amounts in Thousands --------------------------- ASSETS BHCK Bil | Mil | Thou ---- ---------------- 1. Cash and balances due from depository institutions: a. Noninterest-bearing balances and currency and coin [1] 0081 14,559,000 1.a b. Interest-bearing balances: [2] (1) In U.S. offices 0395 302,000 1.b.(1) (2) In foreign offices, Edge and Agreement subsidiaries, and IBFs 0397 960,000 1.b.(2) 2. Securities: a. Held-to-maturity securities (from Schedule HC-B, column A) 1754 0 2.a. b. Available-for-sale securities (from Schedule HC-B, column D) 1773 40,085,000 2.b 3. Federal funds sold and securities purchased under agreements to resell: A. FEDERAL FUNDS SOLD IN DOMESTIC OFFICES BHDM B987 89,000 3.a. B. SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL [3] BHCK B989 2,699,000 3.b. 4. Loans and lease financing receivables: a. Loans and leases held for sale 5369 31,581,000 4.a b. Loans and leases, net of unearned income B528 178,447,000 4.b. c. LESS: Allowances for loan and lease losses 3123 3,842,000 4.c d. Loans and leases, net of unearned income and allowance for loan and lease losses (items 4.b minus 4.c) B529 174,605,000 4.d 5. Trading assets (from Schedule HC-D) 3545 6,308,000 5 6. Premises and fixed assets (including capitalized leases) 2145 3,660,000 6 7. Other real estate owned (from Schedule HC-M) 2150 187,000 7 8. Investments in unconsolidated subsidiaries and associated companies 2130 615,000 8 9. Customers' liability on acceptances outstanding 2155 71,000 9 10. Intangible assets: a. Goodwill 3163 9,733,000 10.a. b. Other intangible assets (from Schedule HC-M) 0426 8,236,000 10.b. 11. Other assets (from Schedule HC-F) 2160 17,819,000 11 12. Total assets (sum of items 1 through 11) 2170 311,509,000 12
---------- 1. Includes cash items in process of collection and unposted debits. 2. Includes time certificates of deposit not held for trading. 3. INCLUDES ALL SECURITIES RESALE AGREEMENTS IN DOMESTIC AND FOREIGN OFFICES, REGARDLESS OF MATURITY. WELLS FARGO & COMPANY FR Y-9 C 420 MONTGOMERY STREET Page 10 SAN FRANCISCO, CA, 94163-0000 March 31, 2002 SCHEDULE HC - CONTINUED
Dollar Amounts in Thousands ----------------------- LIABILITIES BHDM Bil | Mil | Thou ---- ---------------- 13. Deposits: a. In domestic offices (from Schedule HC-E): (1) Noninterest-bearing[1] 6631 60,726,000 13.a.(1) (2) Interest-bearing 6636 126,827,000 13.a.(2) b. In foreign offices, Edge and Agreement subsidiaries, and IBFs: BHFN (1) Noninterest-bearing 6631 2,000 13.b.(1) (2) Interest-bearing 6636 2,013,000 13.b.(2) 14. Federal funds purchased and securities sold under agreements to repurchase: BHCK a. FEDERAL FUNDS PURCHASED IN DOMESTIC OFFICES[2] BHDM B993 6,987,000 14.a. b. SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE[3] BHCK B995 13,275,000 14.b. 15. Trading liabilities (from Schedule HC-D) 3548 3,229,000 15 16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule HC-M) 3190 47,013,000 16 17. Not applicable 18. Liablity on acceptances executed and outstanding 2920 71,000 18 19. Subordinated notes and debentures[4] 4062 6,972,000 19 20. Other liabilities (from Schedule HC-G) 2750 13,026,000 20 21. Total liabilities (sum of items 13 through 20) 2948 280,141,000 21 22. Minority interest in consolidated subsidiaries and similar items 3000 3,041,000 22 EQUITY CAPITAL 23. Perpetual preferred stock and related surplus 3283 51,000 23 24. Common stock (par value) 3230 2,894,000 24 25. Surplus (exclude all surplus related to preferred stock) 3240 9,472,000 25 26. a. Retained earnings 3247 16,609,000 26.a. b. Accumulated other comprehensive income[5] B530 676,000 26.b. 27. Other equity capital components[6] A130 (1,375,000) 27 28. Total equity capital (sum of items 23 through 27) 3210 28,327,000 28 29. Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28) 3300 311,509,000 29
---------- 1. Includes total demands deposits and noninterest-bearing time and savings deposits. 2. REPORT OVERNIGHT FEDERAL HOME LOAN BANK ADVANCES IS SCHEDULE HC, ITEM 16, "OTHER BORROWED MONEY." 3. INCLUDES ALL SECURITIES REPURCHASED AGREEMENTS IN DOMESTIC AND FOREIGN OFFICES REGARDLESS OF MATURITY. 4. Includes limited-life preferred stock and related surplus. 5. Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments. 6. Includes treasury stock and unearned Employee Stock Ownership Plan shares. WELLS FARGO & COMPANY FR Y-9 C 420 MONTGOMERY STREET Page 11 SAN FRANCISCO, CA, 94163-0000 March 31, 2002 SCHEDULE HC-B - SECURITIES
Dollar Amounts in Thousands ------------------------------------------------------------------------------------------ -----HELD-TO-MATURITY----- -----AVAILABLE-FOR-SALE----- ------------------------------------------- ---------------------------------------------- (Column A) (Column B) (Column C) (Column D) Amortized Cost Fair Value Amortized Cost Fair Value --------------------- --------------------- --------------------- ----------------------- BHCK Bil | Mil | Thou BHCK Bil | Mil | Thou BHCK Bil | Mil | Thou BHCK Bil | Mil | Thou ---- ---------------- ---- ---------------- ---- ---------------- ---- ---------------- 1. U.S. Treasury securities 0211 0 0213 0 1286 1,148,000 1287 1,169,000 1 2. U.S. government agency obligations (exclude mortgage-backed securities): a. Issued by U.S. government agencies[1] 1289 0 1290 0 1291 0 1293 0 2.a. b. Issued by U.S. government sponsored agencies[2] 1294 0 1295 0 1297 828,000 1298 851,000 2.b. 3. Securities issued by states and political subdivisions in the U.S. 8496 0 8497 0 8498 2,391,000 8499 2,454,000 3 4. Mortgage-backed securities (MBS) a. Pass-through securities: (1) Guaranteed by GNMA 1698 0 1699 0 1701 14,461,000 1702 14,683,000 4.a.(1) (2) Issued by FNMA and FHLMC 1703 0 1705 0 1706 12,887,000 1707 13,080,000 4.a.(2) (3) Other pass-through securities 1709 0 1710 0 1711 7,000 1713 8,000 4.a.(3) b. Other mortgage-backed securities (include CMOs, REMICs, and stripped MBS): (1) Issued or guaranteed by FNMA, FHLMC, or GNMA 1714 0 1715 0 1716 1,689,000 1717 1,692,000 4.b.(1) (2) Collateralized by MBS issued or guaranteed by FNMA, FHLMC, or GNMA 1718 0 1719 0 1731 2,000 1732 2,000 4.b.(2) (3) All other mortgage-backed securities 1733 0 1734 0 1735 2,811,000 1736 2,817,000 4.b.(3) 5. Asset-backed securities (ABS): a. Credit card receivables B838 0 B839 0 B840 0 B841 0 5.a. b. Home equity lines B842 0 B843 0 B844 0 B845 0 5.b. c. Automobile loans B846 0 B847 0 B848 0 B849 0 5.c. d. Other consumer loans B850 0 B851 0 B852 0 B853 0 5.d. e. Commercial and industrial loans B854 0 B855 0 B856 0 B857 0 5.e. f. Other B858 0 B859 0 B860 18,000 B861 18,000 5.f. 6. Other debt securities: a. Other domestic debt securities 1737 0 1738 0 1739 2,846,000 1741 2,867,000 6.a. b. Foreign debt securities 1742 0 1743 0 1744 160,000 1746 168,000 6.b.
---------- 1. Includes Small Business Administration "Guaranteed Loan Pool Certificates," U.S. Maritime Administration obligations, and Export-Import Bank participation certificates. 2. Includes obligations (other than mortgage-backed securities) issued by the Farm Credit System, the Federal Home Loan Bank System, the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, the Financing Corporation, Resolution Funding Corporation, the Student Loan Marketing Association, and the Tennessee Valley Authority. WELLS FARGO & COMPANY FR Y-9 C 420 MONTGOMERY STREET Page 12 SAN FRANCISCO, CA, 94163-0000 March 31, 2002 SCHEDULE HC-B - CONTINUED
Dollar Amounts in Thousands ------------------------------------------------ ------------------------------------------------ -----HELD-TO-MATURITY----- -----AVAILABLE-FOR-SALE----- ------------------------------------------------ ------------------------------------------------ (Column A) (Column B) (Column C) (Column D) Amortized Cost Fair Value Amortized Cost Fair Value(1) ----------------------- ---------------------- ----------------------- ----------------------- BHCK Bil | Mil | Thou BHCK Bil | Mil | Thou BHCK Bil | Mil | Thou BHCK Bil | Mil | Thou ---- ---------------- ---- ---------------- ---- ---------------- ---- ---------------- 7. Investments in mutual funds and other equity securities with readily determinable fair values A510 219,000 A511 276,000 7 8. Total (sum of 1 through 7) (total of column A must equal Schedule HC, item 2.a) (total of column D must equal Schedule HC, bhct bhct item 2.b) 1754 0 1771 0 1772 39,467,000 1773 40,085,000 8
MEMORANDA
BHCK Bil | Mil | Thou ----- ---------------- 1. Pledged securities[1] 0416 19,206,000 M.1. 2. Remaining maturity of debt securities (Schedule HC-B, items 1 through 6.b in columns A and D above): a. 1 year and less 0383 1,717,000 M.2.a. b. Over 1 year to 5 years 0384 2,941,000 M.2.b. c. Over 5 years 0387 35,151,000 M.2.c. 3. Amortized cost of held-to-maturity securities sold or transferred to available-for-sale or trading securities during the calendar year-to-date (report the amortized cost at date of sale or transfer) 1778 0 M.3. 4. Structured notes (included in the held-to-maturity and available-for-sale accounts in Schedule HC-B, items 2, 3, 5, and 6): a. Amortized cost 8782 19,000 M.4.a. b. Fair value 8783 19,000 M.4.b.
---------- 1. Includes held-to-maturity securities at amortized cost and available-for-sale securities at fair value. WELLS FARGO & COMPANY FR Y-9 C 420 MONTGOMERY STREET Page 13 SAN FRANCISCO, CA, 94163-0000 March 31, 2002 SCHEDULE HC-C - LOANS AND LEASE FINANCING RECEIVABLES Do not deduct the allowance for loan and lease losses from amounts reported in this schedule. Report (1) loans and leases held for sale and (2) other loans and leases, net of unearned income. Report loans and leases net of any applicable allocated transfer risk reserve. Exclude assets held for trading and commercial paper.
Dollar Amounts in Thousands ------------------------------------------------- CONSOLIDATED IN DOMESTIC OFFICES (Column A) (Column B) ----------------------- ----------------------- BHCK Bil | Mil | Thou BHDM Bil | Mil | Thou ---- ---------------- ---- ---------------- 1. Loans secured by real estate 1410 115,968,000 1. a. Construction, land development, and other land loans 1415 7,972,000 1.a. b. Secured by farmland 1420 1,255,000 1.b. c. Secured by 1-4 family residential properties: (1) Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit 1797 14,583,000 1.c.(1) (2) Close-end loans secured by 1-4 family residential properties: (a) Secured by first liens 5367 54,811,000 1.c.(2)(a) (b) Secured by junior liens 5368 12,896,000 1.c.(2)(b) d. Secured by multifamily (5 or more) residential properties 1460 1,834,000 1.d. e. Secured by nonfarm nonresidential properties 1480 22,334,000 1.e. 2. Loans to depository institutions and acceptances of other banks 1288 130,000 2 a. To U.S. banks and other U.S. depository institutions 1292 78,000 2.a. b. To foreign banks 1296 63,000 2.b. 3. Loans to finance agricultural production and other loans to farmers 1590 3,975,000 1590 3,975,000 3 4. Commercial and industrial loans 1766 41,435,000 4 a. To U.S. addressees (domicile) 1763 41,345,000 4.a. b. To non-U.S. addressees (domicile) 1764 100,000 4.b. 5. Not applicable 6. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper) 1975 34,405,000 6 a. Credit cards B538 6,522,000 6.a. b. Other revolving credit plans B539 3,111,000 6.b. c. Other consumer loans (includes single payment, installment, and all student loans) 2011 27,038,000 6.c. 7. Loans to foreign governments and official institutions (including foreign central banks) 2081 3,000 2081 3,000 7 8. Not applicable 9. All other loans 1635 2,583,000 1635 2,583,000 9 10. Lease financing receivables (net of unearned income) 2165 9,242,000 10 a. To U.S. addressees (domicile) 2182 9,227,000 10.a. b. To non-U.S. addresses (domicile) 2183 15,000 10.b. 11. LESS: Any unearned income on loans reflected in items 1-9 above 2123 0 2123 0 11 12. Total (sum of items 1 through 10 minus item 11) (total of column A must equal Schedule HC, sum of items 4.a and 4.b) 2122 210,028,000 2122 207,458,000 12
WELLS FARGO & COMPANY FR Y-9 C 420 MONTGOMERY STREET Page 14 SAN FRANCISCO, CA, 94163-0000 March 31, 2002 SCHEDULE HC-C - CONTINUED
Dollar Amounts in Thousands --------------------------- Memoranda CONSOLIDATED --------------------------- BHCK Bil | Mil | Thou ---- ---------------- 1. Loans and leases restructured and in compliance with modified terms (included in Schedule HC-C, above and not reported as past due or nonaccrual in Schedule HC-N, Memorandum item 2) (exclude loans secured by 1-4 family residential properties and loans to individuals for household, family, and other personal expenditures) 1616 0 M.1. 2. Loans to finance commercial real estate, construction, and land development activities (not secured by real estate) included in Schedule HC-C, items 4 and 9, column A, above 2746 6,715,000 M.2. 3. Loans secured by real estate to non-U.S. addressees (domicile) (included in Schedule HC-C, item 1, column A) B837 96,000 M.3.
SCHEDULE HC-D - TRADING ASSETS AND LIABILITIES SCHEDULE HC-D IS TO BE COMPLETED BY BANK HOLDING COMPANIES THAT REPORTED AVERAGE TRADING ASSETS (SCHEDULE HC-K, ITEM 4.A) OF $2 MILLION OR MORE FOR ANY QUARTER OF THE PRECEDING CALENDAR YEAR
Dollar Amounts in Thousands --------------------------- ASSETS BHCK Bil | Mil | Thou ---- ---------------- 1. U.S. Treasury securities in domestic offices 3531 551,000 1 2. U.S. government agency and corporation obligations in domestic offices (exclude mortgage-backed securities) 3532 752,000 2 3. Securities issued by states and political subdivisions in the U.S. in domestic offices 3533 63,000 3 4. Mortgage-backed securities (MBS) in domestic offices: a. Pass-through securities issued or guaranteed by FNMA, FHLMC, or GNMA 3534 0 4.a. b. Other MBS issued or guaranteed by FNMA,FHLMC, or GNMA (include CMOs, REMICs, and stripped MBS) 3535 0 4.b. c. All other mortgage-backed securities 3536 448,000 4.c. 5. Other debt securities in domestic offices 3537 131,000 5 6.-8. Not applicable 9. Other trading assets in domestic offices 3541 2,556,000 9 10. Trading assets in foreign offices 3542 0 10 11. Revaluation gains on interest rate, foreign exchange rate, equity, commodity and other contracts: a. In domestic offices 3543 1,807,000 11.a. BHFN b. In foreign offices 3543 0 11.b. 12. Total trading assets (sum of items 1 through 11) bhct (must equal Schedule HC, item 5) 3545 6,308,000 12 LIABILITIES BHCK 13. Liability for short positions 3546 867,000 13 14. Revaluation losses on interest rate, foreign exchange rate, equity, commodity and other contracts 3547 2,362,000 14 bhct 15. Total trading liabilities (sum of items 13 and 14) (must equal Schedule HC, item 15) 3548 3,229,000 15
WELLS FARGO & COMPANY FR Y-9 C 420 MONTGOMERY STREET Page 15 SAN FRANCISCO, CA, 94163-0000 March 31, 2002 SCHEDULE HC-E - DEPOSIT LIABILITIES[1]
Dollar Amounts in Thousands --------------------------- BHCB Bil | Mil | Thou ------- ---------------- 1. Deposits held in domestic offices of commercial bank subsidiaries of the reporting bank holding company: a. Demand deposits 2210 31,914,000 1.a. b. NOW, ATS, and other transaction accounts 3187 2,333,000 1.b. c. Money market deposit accounts and other savings accounts 2389 122,005,000 1.c. d. Time deposits of less than $100,000 6648 18,755,000 1.d. e. Time deposits of $100,000 or more 2604 12,546,000 1.e. 2. Deposits held in domestic offices of other depository institutions that are subsidiaries of the reporting bank holding company: BHOD ---- a. Noninterest-bearing balances 3189 0 2.a. b. NOW, ATS, and other transaction accounts 3187 0 2.b. c. Money market deposit accounts and other savings accounts 2389 0 2.c. d. Time deposits of less than $100,000 6648 0 2.d. e. Time deposits of $100,000 or more 2604 0 2.e.
MEMORANDA
BHDM Bil | Mil | Thou ---- ---------------- 1. Brokered deposits less than $100,000 with a remaining maturity of one year or less A243 0 M.1. 2. Brokered deposits less than $100,000 with a remaining maturity of more than one year A164 0 M.2. 3. Time deposits of $100,000 or more with a remaining maturity of one year or less A242 10,604,000 M.3. BHFN 4. Foreign office time deposits with a remaining maturity of one year or less A245 1,453,000 M.4.
---------- 1. The sum of items 1.a through 1.e and items 2.a through 2.e. must equal the sum of Schedule HC, items 13.a.(1) and 13.a(2). SCHEDULE HC-F - OTHER ASSETS
Dollar Amounts in Thousands --------------------------- BHCK Bil | Mil | Thou ---- ------------------ 1. Accrued interest receivable [1] B556 1,341,000 1 2. Net deferred tax assets [2] 2148 0 2 3. Interest-only strips receivable (not in the form of a security) [3] on: a. Mortgage loans A519 1,240,000 3.a. b. Other financial assets A520 247,000 3.b. 4. Equity securities that DO NOT have readily determinable fair values [4] 1752 3,623,000 4 5. Other 2168 11,368,000 5 bhct 6. Total (sum of items 1 through 5) (must equal Schedule HC, item 11) 2160 17,819,000 6
---------- 1. Include accrued interest receivable on loans, leases, debt securities and other interest-bearing assets. 2. See discussion of deferred income taxes in Glossary entry on "income taxes." 3. Report interest-only strips receivable in the form of a security as available-for-sale securities in Schedule HC, item 2.b, or as trading assets in Schedule HC, item 5, as appropriate. 4. Include Federal Reserve stock, Federal Home Loan Bank stock, and bankers' bank stock. SCHEDULE HC-G - OTHER LIABILITIES
Dollar Amounts in Thousands --------------------------- BHCK Bil | Mil | Thou ---- ---------------- 1. Not applicable 2. Net deferred tax liabilities [1] 3049 3,079,000 2 3. Allowance for credit losses on off-balance sheet credit exposures B557 0 3 4. Other B984 9,947,000 4 bhct 5. Total (sum of items 2 through 4) (must equal Schedule HC, item 20) 2750 13,026,000 5
---------- 1. See discussion of deferred income taxes in Glossary entry on "income taxes." WELLS FARGO & COMPANY FR Y-9 C 420 MONTGOMERY STREET Page 16 SAN FRANCISCO, CA, 94163-0000 March 31, 2002 SCHEDULE HC-H - INTEREST SENSITIVITY [1]
Dollar Amounts in Thousands --------------------------- BHCK Bil | Mil | Thou ----- ---------------- 1. Earning assets that are repriceable within one year or mature within one year 3197 125,334,000 1 2. Interest-bearing deposit liabilities that reprice within one year or mature within one year included in item 13.a(2) and 13.b(2) on schedule HC, Balance Sheet 3296 23,683,000 2 3. Long-term debt that reprices within one year included in items 16 and 19 on Schedule HC, Balance Sheet 3298 11,235,000 3 4. Variable rate preferred stock (includes both limited-life and perpetual preferred stock) 3408 0 4 5. Long-term debt reported in Schedule HC, item 19 on the Balance Sheet that is scheduled to mature within one year 3409 657,000 5
1. Bank holding companies with foreign offices have the option of excluding the smallest of such non-U.S. offices from coverage in this schedule. Such bank holding companies may omit the smallest of their offices in foreign countries when arrayed by total assets provided that the assets of the excluded offices do not exceed 50 percent of the total assets of the bank holding company's assets in foreign countries and 10 percent of the bank holding company's total consolidated assets as of the report date. SCHEDULE HC-I - INSURANCE-RELATED UNDERWRITING ACTIVITIES (INCLUDING REINSURANCE) PART I - PROPERTY AND CASUALTY UNDERWRITING SCHEDULE HC-I MUST BE COMPLETED BY ALL TOP-TIER BANK HOLDING COMPANIES. (SEE INSTRUCTIONS FOR ADDITIONAL INFORMATION.)
Dollar Amounts in Thousands --------------------------- ASSETS BHCK Bil | Mil | Thou ---- ---------------- 1. Reinsurance recoverables B988 50,000 1 2. TOTAL ASSETS C244 1,756,000 2 LIABILITIES 3. Claims and claims adjustment expense reserves B990 127,000 3 4. Unearned premiums B991 30,000 4 5. TOTAL EQUITY C245 922,000 5 6. NET INCOME C246 39,000 6
PART II - LIFE AND HEALTH UNDERWRITING
ASSETS BHCK Bil | Mil | Thou ---- ---------------- 1. REINSURANCE RECOVERABLES C247 1,000 1 2. Separate account assets B992 0 2 3. TOTAL ASSETS C248 16,633,000 3 LIABILITIES 4. Policyholder benefits and contractholder funds B994 20,000 4 5. Separate account liabilities B996 0 5 6. TOTAL EQUITY C249 15,380,000 6 7. NET INCOME C250 157,000 7
WELLS FARGO & COMPANY FR Y-9 C 420 MONTGOMERY STREET Page 17 SAN FRANCISCO, CA, 94163-0000 March 31, 2002 SCHEDULE HC-K - QUARTERLY AVERAGES
Dollar Amounts in Thousands --------------------------- ASSETS BHCK Bil | Mil | Thou ---- ---------------- 1. Securities 3515 39,136,000 1 2. Federal funds sold and securities purchased under agreements to resell 3365 1,769,000 2 3. Loans and leases 3516 215,076,000 3 4. a. Trading assets 3401 6,415,000 4.a. b. Other earning assets B985 3,761,000 4.b. 5. Total consolidated assets 3368 313,274,000 5 LIABILITIES 6. Interest-bearing deposits (domestic) 3517 123,003,000 6 7. Interest-bearing deposits (foreign) 3404 6,586,000 7 8. Federal funds purchased and securities sold under agreements to repurchase 3353 21,893,000 8 9. All other borrowed money 2635 50,365,000 9 10. Not applicable EQUITY CAPITAL 11. Equity capital (excludes limited-life preferred stock) 3519 27,983,000 11
(REPORT ONLY TRANSACTIONS WITH NONRELATED INSTITUTIONS) SCHEDULE HC-L - DERIVATIVES AND OFF-BALANCE-SHEET ITEMS
Dollar Amounts in Thousands ---------------------------- BHCK Bil | Mil | Thou ---- ---------------- 1. Unused commitments (report only the unused portions of commitments that are fee paid or otherwise legally binding): a. Revolving, open-end loans secured by 1-4 family residential properties, e.g., home equity lines 3814 15,074,000 1.a. b. Credit card lines 3815 26,454,000 1.b. c. Commercial real estate, construction, and land development: (1) Commitments to fund loans secured by real estate 3816 6,259,000 1.c.(1) (2) Commitments to fund loans not secured by real estate 6550 5,914,000 1.c.(2) d. Securities underwriting 3817 9,000 1.d. e. Other unused commitments 3818 48,738,000 1.e. 2. Financial standby letters of credit and foreign office guarantees 6566 1,642,000 2 a. Amount of financial standby letters of credit conveyed to others 3820 369,000 2.a. 3. Performance standby letters of credit and foreign office guarantees 6570 4,960,000 3 a. Amount of performance standby letters of credit conveyed to others 3822 483,000 3.a. 4. Commercial and similar letters of credit 3411 835,000 4 5. Participations in acceptances conveyed to others by the reporting bank holding company 3428 4,000 5 6. Securities lent 3433 0 6 7. Credit derivatives: a. Notional amount of credit derivatives on which the reporting bank holding company or any of its consolidated subsidiaries is the guarantor A534 1,043,000 7.a. (1) GROSS POSITVE FAIR VALUE C219 2,000 7.a.(1) (2) GROSS NEGATIVE FAIR VALUE C220 11,000 7.a.(2) b. Notional amount of credit derivatives on which the reporting bank holding company or any of its consolidated subsidiaries is the beneficiary A535 1,040,000 7.b. (1) GROSS POSITVE FAIR VALUE C221 9,000 7.b.(1) (2) GROSS NEGATIVE FAIR VALUE C222 0 7.b.(2) 8. Spot foreign exchange contracts 8765 1,808,000 8
WELLS FARGO & COMPANY FR Y-9 C 420 MONTGOMERY STREET Page 18 SAN FRANCISCO, CA, 94163-0000 March 31, 2002 SCHEDULE HC-L - CONTINUED
Dollar Amounts in Thousands --------------------------- BHCK Bil | Mil | Thou ---- ---------------- 9. All other off-balance-sheet items (exclude derivatives) (include in item 9 the aggregate amount all other off-balance sheet items that individually exceed 10% of schedule HC, item 28, "Total equity capital") (itemize and describe in items 9.a through 9.g only amounts that exceed 25% of Schedule HC, item 28) 3430 0 9 a. SECURITIES BORROWED 3432 0 9.a. b. COMMITMENTS TO PURCHASE WHEN ISSUED SECURITIES 3434 0 9.b. c. COMMITMENTS TO SELL WHEN ISSUED SECURITIES 3435 0 9.c. TEXT d. 6561 6561 0 9.d. TEXT e. 6562 6562 0 9.e. TEXT f. 6568 6568 0 9.f. TEXT g. 6586 6586 0 9.g. 10. Not applicable.
WELLS FARGO & COMPANY FR Y-9 C 420 MONTGOMERY STREET Page 19 SAN FRANCISCO, CA, 94163-0000 March 31, 2002 SCHEDULE HC-L - CONTINUED
Derivatives Position Indicators Dollar Amounts in Thousands --------------------------------- ---------------------------------------------------------------------------------- 11. Gross amounts (e.g., (Column A) (Column B) (Column C) (Column D) notional amounts) Foreign Equity Commodity (for each column, Interest Rate Exchange Derivative and Other sum of items 11.a Contracts Contracts Contracts Contracts through 11.e must ------------------- ------------------- ------------------- ------------------- equal the sum of Tril |Bil |Mil |Tho Tril |Bil |Mil |Tho Tril |Bil |Mil |Tho Tril |Bil |Mil |Tho items 12 and 13): ------------------- ------------------- ------------------- ------------------- a. Future contracts 44,637,000 0 0 0 11.a. BHCK8693 BHCK8694 BHCK8695 BHCK8696 b. Forward contracts 139,189,000 10,292,000 0 0 11.b. BHCK8697 BHCK8698 BHCK8699 BHCK8700 c. Exchange-traded option contracts: (1) Written options 146,540,000 0 116,000 0 11.c.(1) BHCK8701 BHCK8702 BHCK8703 BHCK8704 (2) Purchased options 193,259,000 1,000 111,000 0 11.c.(2) BHCK8705 BHCK8706 BHCK8707 BHCK8708 d. Over-the-counter option contracts: (1) Written options 55,689,000 259,000 267,000 88,000 11.d.(1) BHCK8709 BHCK8710 BHCK8711 BHCK8712 (2) Purchased options 49,869,000 280,000 340,000 89,000 11.d.(2) BHCK8713 BHCK8714 BHCK8715 BHCK8716 e. Swaps 88,723,000 0 0 92,000 11.e. BHCK3450 BHCK3826 BHCK8719 BHCK8720 12. Total gross notional amount of derivative contracts held for trading 211,353,000 10,832,000 834,000 269,000 12 BHCKA126 BHCKA127 BHCK8723 BHCK8724 13. Total gross notional amount of derivative contracts held for purposes other than trading (506,553,000) 0 0 0 13 BHCK8725 BHCK8726 BHCK8727 BHCK8728
WELLS FARGO & COMPANY FR Y-9 C 420 MONTGOMERY STREET Page 20 SAN FRANCISCO, CA, 94163-0000 March 31, 2002 SCHEDULE HC-L - CONTINUED
Dollar Amounts in Thousands ---------------------------------------------------------------------------------------- (Column A) (Column B) (Column C) (Column D) 14. Gross fair values Foreign Equity Commodity of derivative Interest Rate Exchange Derivative and Other contracts: Contracts Contracts Contracts Contracts ------------------- ------------------- ------------------- ------------------- a. Contracts held Tril |Bil |Mil |Tho Tril |Bil |Mil |Tho Tril |Bil |Mil |Tho Tril |Bil |Mil |Tho for trading: ------------------- ------------------- ------------------- ------------------- (1) Gross positive fair value 1,645,000 227,000 26,000 18,000 14.a.(1) BHCK8733 BHCK8734 BHCK8735 BHCK8736 (2) Gross negative fair value 1,675,000 160,000 21,000 18,000 14.a.(2) BHCK8737 BHCK8738 BHCK8739 BHCK8740 b. Contracts held for purposes other than trading: (1) Gross positve fair value 1,858,000 0 0 0 14.b.(1) BHCK8741 BHCK8742 BHCK8743 BHCK8744 (2) Gross negative fair value 527,000 0 0 0 14.b.(2) BHCK8745 BHCK8746 BHCK8747 BHCK8748
WELLS FARGO & COMPANY FR Y-9 C 420 MONTGOMERY STREET Page 21 SAN FRANCISCO, CA, 94163-0000 March 31, 2002 SCHEDULE HC-M - MEMORANDA
Dollar Amounts in Thousands ---------------------------------------------------- NUMBER (UNROUNDED) BHCK Bil | Mil | Thou --------------------- ---- ---------------- 1. Total number of bank holding company common shares outstanding 3459 1,708,536,982 1 2. Debt maturing in one year or less (included in Schedule HC, items 16 and 19) that is issued to unrelated third parties by bank subsidiaries 6555 11,057,000 2 3. Debt maturing in more than one year (included in Schedule HC, items 16 and 19) that is issued to unrelated third parties by bank subsidiaries 6556 2,387,000 3 4. Other assets acquired in satisfaction of debts previously contracted 6557 75,000 4 5. Securities purchased under agreements to resell netted against securities sold under agreements to repurchase on Schedule HC A288 0 5 6. Investments in real estate (to be reported only by bank holding companies authorized by the Federal Reserve to have real estate investments) 3656 23,000 6 7. Total assets of unconsolidated subsidiaries and associated companies 5376 10,649,000 7 8. HAS THE BANK HOLDING COMPANY ENTERED INTO A BUSINESS COMBINATION DURING THE CALENDAR YEAR THAT WAS ACCOUNTED FOR BY THE PURCHASE BHCK METHOD OF ACCOUNTING? (ENTER "1" FOR YES; ENTER "2" FOR NO.) C251 1 8 9. Has the bank holding company restated its financial statements during the last quarter as a result of new or revised Statements of Financial Accounting Standards? BHCK (Enter "1" for yes; enter "2" for no.) 6689 2 9 10. Did your bank holding company reduce "Customers' liability on acceptances outstanding" by the amount of any participations (even immaterial amounts) in bankers acceptances (Enter "1" for yes; BHCK enter "2" for no) 6019 2 10 11. Have all changes in investments and activities have been reported to the Federal Reserve on the Bank Holding Company Report of Changes in Organizational Structure (FRY-10)? This item must be completed only by top-tier bank holding companies. Top-tier bank holding companies must not leave blank or enter "N/A." Lower-tier bank holding companies should report "N/A." The top-tier bank holding company must enter "1" for yes or for no changes to report, or enter "2" for no. If the answer to this question is no, BHCK complete the FRY-10 6416 1 11
---- TEXT ---- 6428 Name of bank holding company official verifying FR Y-10 Area Code and Phone Number (TEXT 9009) reporting (Please type or print)
-------------------------- 12. Intangible assets other than goodwill: BHCK Bil | Mil | Thou ---- ---------------- a. Mortgage servicing assets 3164 7,138,000 12.a. (1) Estimated fair value of mortgage servicing assets 6438 7,262,000 12.a.(1) b. Purchased credit card relationships and nonmortgage servicing assets B026 81,000 12.b. c. All other identifiable intangible assets 5507 1,017,000 12.c. bhct d. Total (sum of items 12.a, 12.b, and 12.c) (must equal Schedule HC, item 10.b) 0426 8,236,000 12.d. 13. Other real estate owned: BHCK a. Real estate acquired in satisfaction of debts previously contracted 2744 187,000 13.a. b. Other real estate owned 2745 0 13.b. bhct c. Total (sum of items 13.a and 13.b) (must equal Schedule HC, item 7) 2150 187,000 13.c. 14. Other borrowed money: BHCK a. Commercial paper 2309 9,666,000 14.a. b. Other borrowed money with a remaining maturity of one year or less 2332 18,426,000 14.b. c. Other borrowed money with a remaining maturity of more than one year 2333 18,921,000 14.c. bhct d. Total (sum of items 14.a., 14.b. and 14.c) (must equal Schedule HC, item 16) 3190 47,013,000 14.d.
WELLS FARGO & COMPANY FR Y-9 C 420 MONTGOMERY STREET Page 22 SAN FRANCISCO, CA, 94163-0000 March 31, 2002 SCHEDULE HC-M - CONTINUED
15. Does the holding company sell private label or third party mutual funds and BHCK annuities? (Enter "1" for yes; enter "2" for no) B569 2 15 BHCK Bil | Mil | Thou ---- ---------------- 16. Assets under management in proprietary mutual funds and annuities B570 0 16 The following three questions (items 17 through 19) will be used to determine if the reporting bank holding company must complete the Consolidated Bank Holding Company Report of Equity Investments in Nonfinancial Companies (FR Y-12): In most cases, these questions are only applicable to the top-tier BHC See the line item instructions for further details 17. Do your aggregate nonfinancial equity investments (see instructions for definition) equal or exceed the lesser of $200 million (on an acquisition cost basis) or 5 percent of the BHC's consolidated Tier 1 capital as of the BHCK report date? (Enter "1" for yes; enter "2" for no) C159 1 17 If the answer to item 17 is no, your organization does not need to complete the FR Y-12. Skip items 18 and 19. If the answer to item 17 is yes, proceed to item 18 and 19 below 18. Has the bank holding company made an effective election to become a financial BHCK holding company? (Enter "1" for yes; enter "2" for no) C160 1 18 19. Does the bank holding company hold, directly or indirectly, an Edge corporation, agreement corporation, or Small business investment company (SBIC) subsidiary or hold equities under section 4(c)(6) or 4(c)(7) of the Bank Holding Company Act? BHCK (Enter "1" for yes; enter "2" for no) C161 1 19 If the answer to either item 18 or item 19 is yes, your organization must complete the FR Y-12. If the answer is no to both item 18 and item 19, your organization does not need to complete the FR Y-12. MEMORANDA ITEMS 20 AND 21 ARE TO BE COMPLETED ONLY BY TOP-TIER BANK HOLDING COMPANIES WHO HAVE MADE AN EFFECTIVE ELECTION TO BECOME A FINANCIAL HOLDING COMPANY. SEE THE LINE ITEM INSTRUCTIONS FOR FURTHER DETAILS. 20. NET ASSETS OF BROKER-DEALER SUBSIDIARIES ENGAGED IN UNDERWRITTING OR DEALING BHCK Bil | Mil | Thou SECURITIES PURSUANT TO SECTION 4(K)(4(E) OF THE BANK HOLDING COMPANY ACT ---- ---------------- AS AMENDED BY THE GRAMM-LEACH-BLILEY ACT C252 4,692 20 21. NET ASSETS OF INSURANCE UNDERWRITING SUBSIDIARIES C253 77 21
WELLS FARGO & COMPANY FR Y-9 C 420 MONTGOMERY STREET Page 23 SAN FRANCISCO, CA, 94163-0000 March 31, 2002 SCHEDULE HC-N - PAST DUE AND NONACCRUAL LOANS, LEASES AND OTHER ASSETS
(Column A) (Column B) (Column C) Past due Past due Nonaccrual 30 through 89 days 90 days or more and still accruing and still accruing 1. Loans secured by real estate: BHCK Bil | Mil | Thou BHCK Bil | Mil | Thou BHCK Bil | Mil | Thou ---- ---------------- ---- ---------------- ---- ---------------- a. Construction, land development, and other land loans in domestic offices 2759 182,000 2769 37,000 3492 163,000 1.a. b. Secured by farmland in domestic offices 3493 31,000 3494 1,000 3495 19,000 1.b. c. Secured by 1-4 family residential properties in domestic offices: (1) Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit 5398 55,000 5399 13,000 5400 19,000 1.c.(1) (2) Closed-end loans secured by 1-4 family residential properties: (a) SECURED BY FIRST LIENS C236 868,000 C237 150,000 C229 224,000 1.c.(2)(a) (b) SECURED BY JUNIOR LIENS C238 204,000 C239 63,000 C230 7,000 1.c.(2)(b) d. Secured by multifamily (5 or more) residential properties in domestic offices 3499 32,000 3500 1,000 3501 13,000 1.d. e. Secured by nonfarm non-residential properties in domestic offices 3502 199,000 3503 23,000 3504 158,000 1.e. f. In foreign offices B572 11,000 B573 1,000 B574 0 1.f. 2. Loans to depository institutions and acceptances of other banks: a. U.S. banks and other U.S. depository institutions 5377 0 5378 0 5379 0 2.a. b. Foreign banks 5380 0 5381 0 5382 0 2.b. 3. Loans to finance agricultural production and other loans to farmers 1594 83,000 1597 13,000 1583 71,000 3 4. Commercial and industrial loans 1606 512,000 1607 31,000 1608 730,000 4
WELLS FARGO & COMPANY FR Y-9 C 420 MONTGOMERY STREET Page 24 SAN FRANCISCO, CA, 94163-0000 March 31, 2002 SCHEDULE HC-N - CONTINUED
(Column A) (Column B) (Column C) Past due Past due Nonaccrual 30 through 89 days 90 days or more and still accruing and still accruing BHCK Bil | Mil | Thou BHCK Bil | Mil | Thou BHCK Bil | Mil | Thou ---- ---------------- ---- ---------------- ---- ---------------- 5. Loans to individuals for household, family, and other personal expenditures: a. Credit cards B575 144,000 B576 122,000 B577 0 5.a. b. Other (includes single payment, installment, all student loans, and revolving credit plans other than credit cards) B578 827,000 B579 296,000 B580 45,000 5.b. 6. Loans to foreign governments and official institutions 5389 0 5390 0 5391 0 6 7. All other loans 5459 18,000 5460 2,000 5461 6,000 7 8. Lease financing receivables 1226 133,000 1227 1,000 1228 167,000 8 9. Debt securities and other assets (exclude other real estate owned and other repossessed assets) 3505 1,000 3506 0 3507 7,000 9 10. TOTAL (sum of items 1 through 9) 5524 3,300,000 5525 754,000 5526 1,629,000 10
================================================================================ Amount reported in Schedule HC-N, items 1 through 8, above include guaranteed and unguaranteed portions of past due and nonaccrual loans and leases. Report in item 11 below certain guaranteed loans and leases that have already been included in the amounts reported in items 1 through 8.
BHCK Bil | Mil | Thou BHCK Bil | Mil | Thou BHCK Bil | Mil | Thou ---- ---------------- ---- ---------------- ---- ---------------- 11. Loans and leases reported in items 1 through 8 above which are wholly or partially guaranteed by the U.S. Government 5612 427,000 5613 214,000 5614 86,000 11 a. Guaranteed portion of loans and leases included in item 11 above 5615 426,000 5616 214,000 5617 84,000 11.a.
WELLS FARGO & COMPANY FR Y-9 C 420 MONTGOMERY STREET Page 25 SAN FRANCISCO, CA, 94163-0000 March 31, 2002 SCHEDULE HC-N - CONTINUED
(Column A) (Column B) (Column C) Past due Past due Nonaccrual MEMORANDA 30 through 89 days 90 days or more and still accruing and still accruing BHCK Bil | Mil | Thou BHCK Bil | Mil | Thou BHCK Bil | Mil | Thou ---- ---------------- ---- ---------------- ---- ---------------- 1. Restructured loans and leases included in item 1 through 8 above (and not reported in Schedule HC-C, Memoranda item 1) 1658 0 1659 1,000 1661 57,000 M.1. 2. Loans to finance commercial real estate, construction, and land development activities (not secured by real estate) included in Schedule HC-N, items 4 and 7 above 6558 176,000 6559 4,000 6560 29,000 M.2. 3. Loans and leases included in Schedule HC-N, items 1, 2, 4, 5, 6, 7, and 8 extended to non-U.S. addressees 3508 65,000 1912 24,000 1913 5,000 M.3. 4. Not applicable 5. LOANS AND LEASES HELD-FOR-SALE (INCLUDED IN SCHEDULE HC-N, ITEMS 1 THROUGH 8 ABOVE) C240 499,000 C241 201,000 C226 51,000 M.5 ITEM 6 IS TO BE REPORTED ONLY BY BANK HOLDING COMPANIES WITH TOTAL CONSOLIDATED ASSETS OF $1 BILLION OR MORE, OR WITH $2 BILLION OR MORE IN PAR/NOTIONAL AMOUNTS OF OFF-BALANCE SHEET DERIVATIVE CONTRACTS (AS REPORTED IN SCHEDULE HC-L, ITEMS 11.A THROUGH 11.E). BHCK Bil | Mil | Thou BHCK Bil | Mil | Thou ---- ---------------- ---- ---------------- 6. Interest rate, foreign exchange rate, and commodity and equity contracts: Fair value of amounts carried as assets 3529 0 3530 0 M.6
WELLS FARGO & COMPANY FR Y-9 C 420 MONTGOMERY STREET Page 26 SAN FRANCISCO, CA, 94163-0000 March 31, 2002 SCHEDULE HC-R - REGULATORY CAPITAL This schedule is to be submitted on a consolidated basis only by the top-tier bank holding company when the total consolidated assets of the company are $150 million or more.
Dollar Amounts in Thousands TIER 1 CAPITAL bhcx Bil | Mil | Thou ---- ---------------- 1. Total equity capital (from Schedule HC, item 28) 3210 28,327,000 1 2. LESS: Net unrealized gains (losses) on available-for-sale securities[1] (if a gain, report as a positive value; if a loss, report as a negative BHCK value) 8434 408,000 2 3. LESS: Net unrealized loss on available-for-sale equity securities[1] (Report loss as a positive value) A221 0 3 4. LESS: Accumulated net gains (losses) on cash flow hedges[1] (if a gain, report as as a positive value; if a loss, report as a negative value) 4336 324,000 4 5. LESS: Nonqualifying perpetual preferred stock B588 0 5 6. Qualifying minority interests in consolidated subsidiaries B589 3,041,000 6 7. LESS: Disallowed goodwill and other disallowed intangible assets B590 10,382,000 7 8. SUBTOTAL (SUM OF ITEMS 1 AND 6, LESS ITEMS 2, 3, 4, 5, AND 7) C227 20,254,000 8 9. a. LESS: Disallowed servicing assets and purchased credit card relationships B591 602,000 9.a. b. LESS: Disallowed deferred tax assets 5610 0 9.b. 10. Other additions to (deductions from) Tier 1 capital B592 0 10 11. TIER 1 CAPITAL (SUM OF ITEMS 8 AND 10, LESS ITEMS 9.a AND 9.b) 8274 19,652,000 11 TIER 2 CAPITAL 12. Qualifying subordinated debt and redeemable preferred stock 5306 5,600,000 12 13. Cumulative perpetual preferred stock includible in Tier 2 capital B593 0 13 14. Allowance for loan and lease losses includible in Tier 2 capital 5310 3,206,985 14 15. Unrealized gains on available-for-sale equity securities includible in Tier 2 capital 2221 26,000 15 16. Other Tier 2 capital components B594 0 16 17. Tier 2 capital (sum of items 12 through 16) 5311 8,832,985 17 18. Allowable Tier 2 capital (lesser of item 11 and 17) 8275 8,832,985 18 19. Tier 3 capital allocated for market risk 1395 0 19 20. LESS: Deductions for total risk-based capital B595 0 20 21. Total risk-based capital (sum of items 11, 18, and 19, less item 20) 3792 28,484,985 21 TOTAL ASSETS FOR LEVERAGE RATIO BHCT 22. Average total assets (from Schedule HC-K, item 5) 3368 313,274,000 22 23. LESS: Disallowed goodwill and other disallowed intangible assets (from item 7 above) B590 10,382,000 23 24. LESS: Disallowed servicing assets and purchased credit card relationships (from item 9.a above) B591 602,000 24 25. LESS: Disallowed deferred tax assets (from item 9.b above) 5610 0 25 BHCK 26. LESS: Other deductions from assets for leverage capital purposes B596 0 26 27. Average total assets for leverage capital purposes (item 22 less item 23 through 26) A224 302,290,000 27 28.-30. Not applicable CAPITAL RATIOS BHCK Percentage ---- ---------- 31. Tier 1 leverage ratio (item 11 divided by item 27) 7204 6.50% 31 32. Tier 1 risk-based capital ratio (item 11 divided by item 62) 7206 7.68% 32 33. Total risk-based capital ratio (item 21 divided by item 62) 7205 11.13% 33
[1] Report amount included in Schedule HC, item 26.b, "Accumulated other comprehensive income." WELLS FARGO & COMPANY FR Y-9 C 420 MONTGOMERY STREET Page 27 SAN FRANCISCO, CA, 94163-0000 March 31, 2002 SCHEDULE HC-R - CONTINUED Bank holding companies are not required to risk-weight each on-balance sheet asset and the credit equivalent amount of each off-balances sheet item that qualifies for a risk weight to less than 100 percent (50 percent for derivatives) at its lower risk weight. When completing items 34 through 54 of Schedule HC-R, each bank holding company should decide for itself how detailed a risk-weight analysis it wishes to perform. In other words, a bank holding company can choose from among its assets and off-balance sheet items that have a risk weight of less than 100 percent which ones to risk-weight at an appropriate lower risk weight, or it can simply risk-weight some or all of these items at a 100 percent risk weight (50 percent of derivatives).
C000 ------------------------------------------------------ (Column C) (Column D) (Column E) (Column A) (Column B) ------------------------------------------------------ Totals Items not Allocated by Risk Weight Category (from Subject to ------------------------------------------------------ Schedule HC) Risk-Weighting 0% 20% 50% Dollar Amounts in Thousands Bil | Mil | Thou Bil | Mil | Thou Bil | Mil | Thou Bil | Mil | Thou Bil | Mil | Thou ---------------- ---------------- ---------------- ---------------- ---------------- BALANCE SHEET ASSETS BHCE BHC0 BHC2 BHC5 CATEGORIES 34. Cash and due from depository institutions (column A equals the sum of Schedule HC, items 1.a, 1.b.(1) BHCK0010 and 1.b.(2)) 15,821,000 3,258,000 12,563,000 35. Held-to-maturity bhcx1754 securities 0 0 0 0 0 36. Available-for-sale bhcx1773 securities 40,085,000 593,000 15,609,000 16,583,000 855,000 37. Federal funds sold and securities purchased under agreements to BHCKC225 resell 2,788,000 0 2,788,000 38. Loans and leases bhct5369 held for sale 31,581,000 0 0 7,883,000 23,446,000 39. Loans and leases, net of unearned bhctB528 income[1] 178,447,000 0 0 1,531,000 26,821,000 40. LESS: Allowances for loan and lease bhcx3123 losses 3,842,000 3,842,000 xx bhcx3545 41. Trading assets 6,308,000 6,308,000 0 0 0 xx BHCKB639 42. All other assets[2] 40,321,000 11,078,000 792,000 3,584,000 989,000 43. Total assets (sum of items 34 bhct2170 through 42) 311,509,000 14,137,000 19,659,000 44,932,000 52,111,000
(Column F) ------------------- 100% Dollar Amounts in Thousands Bil | Mil | Thou ---------------- BALANCE SHEET ASSETS BHC9 CATEGORIES 34. Cash and due from depository institutions (column A equals the sum of Schedule HC, items 1.a, 1.b.(1) and 1.b.(2)) 0 34 35. Held-to-maturity securities 0 35 36. Available-for-sale securities 6,445,000 36 37. Federal funds sold and securities purchased under agreements to resell 0 37 38. Loans and leases held for sale 252,000 38 39. Loans and leases, net of unearned income[1] 150,095,000 39 40. LESS: Allowances for loan and lease losses 40 xx 41. Trading assets 0 41 xx 42. All other assets[2] 23,878,000 42 43. Total assets (sum of items 34 through 42) 180,670,000 43
(1) Include any allocated transfer risk reserve in column B. (2) Includes premises and fixed assets, other real estate owned, investments in unconsolidated subsidiaries and associated companies, customer's liability on acceptances outstanding, intangible assets, and other assets. WELLS FARGO & COMPANY FR Y-9 C 420 MONTGOMERY STREET Page 28 SAN FRANCISCO, CA, 94163-0000 March 31, 2002 SCHEDULE HC-R - CONTINUED
(Column A) (Column B) Face Value Credit Credit of Notional Conversion Equivalent Dollar Amounts Amount Factor Amount[1] in Thousands Bil | Mil | Thou Bil | Mil | Thou ------------ ---------------- ----------- ---------------- DERIVATIVES AND OFF- BALANCE SHEET ITEMS 44. Financial standby BHCKB546 Note[2] BHCE letters of credit 1,642,000 1.000 1,642,000 45. Performance standby letters bhct6570 of credit 4,960,000 0.50 2,480,000 46. Commercial and similar letters bhct3411 of credit 835,000 0.20 167,000 47. Risk participations in bankers acceptances acquired by the BHCK3429 reporting institution 0 1.00 0 48. Securities bhct3433 lent 0 1.00 0 49. Retained recourse on small business obligations sold with BHCKA250 recourse 0 1.00 0 50. Recourse and direct credit substitutes (other than financial standby letters of credit) subject to the low-level exposure rule and residual interests subject to a dollar-for-dollar BHCKB541 Note[3] capital requirement 94,000 9,021 848,000 51. All other financial assets sold with BHCKB675 recourse 24,000 1.00 24,000 52. All other off- balance sheet BHCKB681 liabilites 0 1.00 0 53. Unused commit- ments with an original maturity exceeding BHCK6572 one year 62,648,000 0.50 31,324,000 54. Derivative BHCEA167 contracts 4,839,000
(Column C) (Column D) (Column E) (Column F) Allocated by Risk Weight Category ------------------------------------------------------------------------- Dollar Amounts 0% 20% 50% 100% in Thousands Bil | Mil | Thou Bil | Mil | Thou Bil | Mil | Thou Bil | Mil | Thou ------------ ---------------- ---------------- ---------------- ---------------- Derivatives and Off- Balance Sheet Items 44. Financial standby BHC0 BHC2 BHC5 BHC9 letters of credit 0 369,000 0 1,273,000 44 45. Performance standby letters of credit 0 242,000 0 2,238,000 45 46. Commercial and similar letters of credit 0 0 0 167,000 46 47. Risk participations in bankers acceptances acquired by the reporting institution 0 0 0 47 48. Securities lent 0 0 0 0 48 49. Retained recourse on small business obligations sold with recourse 0 0 0 0 49 50. Recourse and direct credit substitutes (other than financial standby letters of credit) subject to the low-level exposure rule and residual interests subject to a dollar-for-dollar capital requirement 848,000 50 51. All other financial assets sold with recourse(24,000) 0 0 0 24,000 51 52. All other off- balance sheet liabilites 0 0 0 0 52 53. Unused commit- ments with an original maturity exceeding one year 0 0 0 31,324,000 53 54. Derivative contracts 715,000 2,611,000 1,513,000 54
1. Column A multiplied by credit conversion factor. 2. For financial standby letters of credit to which the low-level exposure rule applies, use a credit conversion factor of 12.50 or an institution specific factor. For other financial standby letters of credit, use a credit conversion factor of 1.00. See instructions for further information. 3. Or institution-specific factor. WELLS FARGO & COMPANY FR Y-9 C 420 MONTGOMERY STREET Page 29 SAN FRANCISCO, CA, 94163-0000 March 31, 2002 SCHEDULE HC-R - CONTINUED
(Column C) (Column D) (Column E) (Column F) ------------------------------------------------------------------------------ Allocated by Risk Weight Category ------------------------------------------------------------------------------ 0% 20% 50% 100% Dollar Amounts in Thousands Bil | Mil | Thou Bil | Mil | Thou Bil | Mil | Thou Bil | Mil | Thou ---------------- ---------------- ---------------- ---------------- TOTALS 55. Total assets, derivatives, and off- balance sheet items by risk weight category (for each column, sum of BHCKB696 BHCKB697 BHCKB698 BHCKB699 items 43 through 54) 20,374,000 48,154,000 53,624,000 216,544,000 55 56. Risk weight factor *0% *20% *50% *100% 56 57. Risk-weighted assets by risk weight category (for each column, item 55 BHCKB700 BHCKB701 BHCKB702 BHCKB703 multiplied by item 56) 0 9,630,800 26,812,000 216,544,000 57 BHCK1651 58. Market risk equivalent assets 3,572,000 58 59. Risk-weighted assets before deductions for excess allowance for loan and lease losses and allocated transfer risk reserve (sum of item 57, columns C BHCKB704 through F, and item 58) 256,558,800 59 60. LESS: Excess allowance for loan BHCKA222 and lease losses 635,015 60 61. LESS: Allocated transfer risk BHCK3128 reserve 0 61 62. Total risk-weighted assets (item 59 BHCKA223 minus items 60 and 61) 255,923,785 62
WELLS FARGO & COMPANY FR Y-9 C 420 MONTGOMERY STREET Page 30 SAN FRANCISCO, CA, 94163-0000 March 31, 2002 SCHEDULE HC-R - CONTINUED MEMORANDA
Dollar Amounts in Thousands BHCK Bil | Mil | Thou ---- ---------------- 1. Current credit exposure across all derivative contracts covered by the risk-based capital standards 8764 3,768,000 M.1.
With a remaining maturity of ----------------------------------------------------------------------------------------- (Column B) (Column A) Over one year (Column C) One year or less through five years Over five years 2. Notional principal amounts of ------------------------ ------------------------ ------------------------ derivative contracts:[1] BHCK Tril|Bil|Mil|Thou BHCK Tril|Bil|Mil|Thou BHCK Tril|Bil|Mil|Thou ---- ----------------- ---- ----------------- ---- ----------------- a. Interest rate contracts 3809 380,965,000 8766 57,045,000 8767 33,030,000 M.2.a. b. Foreign exchange contracts 3812 7,130,000 8769 3,443,000 8770 0 M.2.b. c. Gold contracts 8771 0 8772 0 8773 0 M.2.c. d. Other precious metals contracts 8774 0 8775 0 8776 0 M.2.d. e. Other commodity contracts 8777 163,000 8778 18,000 8779 0 M.2.e. f. Equity derivative contracts A000 394,000 A001 57,000 A002 0 M.2.f.
3. Perpetual preferred stock (including related surplus): BHCK Bil | Mil | Thou ----- ----------------- a. Perpetual preferred stock eligible for inclusion in Tier 1 capital: (1) Noncumulative perpetual preferred stock 5479 0 M.3.a.(1) (2) Cumulative perpetual preferred stock 5990 51,000 M.3.a.(2) b. Cumulative preferred stock (e.g., trust preferred securities) included and reported in "Minority interest in consolidated subsidiaries and similar items", on Schedule HC A507 2,885,000 M.3.b. 4. Offsetting debit to the liability (i.e., the contra account) for Employee Stock Ownership Plan (ESOP) debt guaranteed by the reporting bank holding company (included in Schedule HC, item 27) 2771 0 M.4. 5. Treasury stock (including offsetting debit to the liability for ESOP debt) (included in Schedule HC, item 27): a. In the form of perpetual preferred stock 5483 0 M.5.a. b. In the form of common stock 5484 1,375,000 M.5.b.
--------------- 1. Exclude foreign exchange contracts with an original maturity of 14 days or less and all future contracts. WELLS FARGO & COMPANY FR Y-9 C 420 MONTGOMERY STREET Page 31 SAN FRANCISCO, CA, 94163-0000 March 31, 2002 SCHEDULE HC-S - SERVICING, SECURITIZATION, AND ASSETS SALE ACTIVITIES
(Column A) (Column B) (Column C) (Column D) 1-4 Family Home Credit Auto Residential Equity Card Loans Loans Lines Receivables Dollar Amounts ---------------- ---------------- ---------------- ---------------- in Thousands Bil | Mil | Thou Bil | Mil | Thou Bil | Mil | Thou Bil | Mil | Thou ---------------- ---------------- ---------------- ---------------- SECURITIZATION ACTIVITIES 1. Outstanding principal balance of assets sold and securitized with servicing retained or with recourse or other seller-provided credit BHCKB705 BHCKB706 BHCKB707 BHCKB708 enhancements 365,096,000 0 0 2,360,000 2. Maximum amount of credit exposure arising from recourse or other seller- provided credit enhance- ments provided to struct- ures reported in item 1 in the form of: a. Retained interest- only strips (included in HC-B, HC-D, BHCKB712 BHCKB713 BHCKB714 BHCKB715 or HC-F) 0 0 0 229,000 b. Standby letters of credit, subordinated securities,and other BHCKB719 BHCKB720 BHCKB721 BHCKB722 enhancements 0 0 0 43,000 3. Reporting institution's unused commitments to provide liquidity to structures reported in BHCKB726 BHCKB727 BHCKB728 BHCKB729 item 1 0 0 0 0 4. Past due loan amounts included in item 1: a. 30-89 days past BHCKB733 BHCKB734 BHCKB735 BHCKB736 due 10,953,000 0 0 69,000 b. 90 days or more BHCKB740 BHCKB741 BHCKB742 BHCKB743 past due 5,476,000 0 0 9,000 5. Charge-offs and recoveries on assets sold and securitiz- ed with servicing retained or with recourse or other seller-provided credit enhancements (calendar year-to-date): BHCKB747 BHCKB748 BHCKB749 BHCKB750 a. Charge-offs 0 0 0 20,000 BHCKB754 BHCKB755 BHCKB756 BHCKB757 b. Recoveries 0 0 0 6,000
C000 (Column E) (Column F) (Column G) Other Commercial All Other Consumer and Industrial Loans Loans Loans and Leases Dollar Amounts ---------------- ---------------- ---------------- in Thousands Bil | Mil | Thou Bil | Mil | Thou Bil | Mil | Thou ---------------- ---------------- ---------------- SECURITIZATION ACTIVITIES 1. Outstanding principal balance of assets sold and securitized with servicing retained or with recourse or other seller-provided credit BHCKB709 BHCKB710 BHCKB711 enhancements 735,000 5,881,000 143,000 1 2. Maximum amount of credit exposure arising from recourse or other seller- provided credit enhance- ments provided to struct- ures reported in item 1 in the form of: a. Retained interest- only strips (included in HC-B, HC-D, BHCKB716 BHCKB717 BHCKB718 or HC-F) 0 0 0 2.a. b. Standby letters of credit, subordinated securities,and other BHCKB723 BHCKB724 BHCKB725 enhancements 0 0 0 2.b. 3. Reporting institution's unused commitments to provide liquidity to structures reported in BHCKB730 BHCKB731 BHCKB732 item 1 0 0 0 3 4. Past due loan amounts included in item 1: a. 30-89 days past BHCKB737 BHCKB738 BHCKB739 due 20,000 0 5,000 4.a. b. 90 days or more BHCKB744 BHCKB745 BHCKB746 past due 21,000 0 1,000 4.b. 5. Charge-offs and recoveries on assets sold and securitiz- ed with servicing retained or with recourse or other seller-provided credit enhancements (calendar year-to-date): BHCKB751 BHCKB752 BHCKB753 a. Charge-offs 5,000 0 1,000 5.a. BHCKB758 BHCKB759 BHCKB760 b. Recoveries 0 0 0 5.a.
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(Column A) (Column B) (Column C) (Column D) 1-4 Family Home Credit Auto Residential Equity Card Loans Loans Lines Receivables Dollar Amounts ---------------- ---------------- ---------------- ---------------- in Thousands Bil | Mil | Thou Bil | Mil | Thou Bil | Mil | Thou Bil | Mil | Thou ---------------- ---------------- ---------------- ---------------- 6. Amount of owner- ship (or seller's) interest carried as: BHCKB761 BHCKB762 a. Securities (included in HC-B) 0 0 BHCKB500 BHCKB501 b. Loans (included in HC-C) 0 0 7. Past due loan amounts included in interests reported in item 6.a: BHCKB764 BHCKB765 a. 30-89 days past due 0 0 b. 90 days or more BHCKB767 BHCKB768 past due 0 0 8. Charge-offs and recoveries on loan amounts included in interests reported in item 6.a (calendar year-to-date): BHCKB770 BHCKB771 a. Charge-offs 0 0 BHCKB773 BHCKB774 b. Recoveries 0 0 FOR SECURITIZATION FACILITIES SPONSORED BY OR OTHERWISE ESTABLISHED BY OTHER INSTITUTIONS 9. Maximum amount of credit exposure arising from credit enhancements provided by the reporting institution to other institutions' securitization structures in the form of standby letters of credit, purchased subordi- nated securities, and BHCKB776 BHCKB777 BHCKB778 BHCKB779 other enhancements 0 0 0 0 10. Reporting institution's unused commitments to provide liquidity to other institution's securitiz- BHCKB783 BHCKB784 BHCKB785 BHCKB786 ation structures 0 0 0 0 ASSET SALES 11. Assets sold with recourse or other seller-provided credit enhancements BHCKB790 BHCKB791 BHCKB792 BHCKB793 and not securitized 0 0 0 0 12. Maximum amount of credit exposure arising from recourse of other seller-provided credit enhancements provided to assets reported in BHCKB797 BHCKB798 BHCKB799 BHCKB800 item 11 0 0 0 0
(Column E) (Column F) (Column G) Other Commercial All Other Consumer and Industrial Loans Loans Loans Dollar Amounts ---------------- ---------------- ---------------- in Thousands Bil | Mil | Thou Bil | Mil | Thou Bil | Mil | Thou ---------------- ---------------- ---------------- 6. Amount of owner- ship (or seller's) interest carried as: BHCKB763 a. Securities (included in HC-B) 0 6.a. BHCKB502 b. Loans (included in HC-C) 0 6.b. 7. Past due loan amounts included in interests reported in item 6.a: BHCKB766 a. 30-89 days past due 0 7.a. b. 90 days or more BHCKB769 past due 0 7.b. 8. Charge-offs and recoveries on loan amounts included in interests reported in item 6.a (calendar year-to-date): BHCKB772 a. Charge-offs 0 8.a. BHCKB775 b. Recoveries 0 8.b. FOR SECURITIZATION FACILITIES SPONSORED BY OR OTHERWISE ESTABLISHED BY OTHER INSTITUTIONS 9. Maximum amount of credit exposure arising from credit enhancements provided by the reporting institution to other institutions' securitization structures in the form of standby letters of credit, purchased subordi- nated securities, and BHCKB780 BHCKB781 BHCKB782 other enhancements 0 0 0 9 10. Reporting institution's unused commitments to provide liquidity to other institution's securitiz- BHCKB787 BHCKB788 BHCKB789 ation structures 0 0 0 10 ASSET SALES 11. Assets sold with recourse or other seller-provided credit enhancements BHCKB794 BHCKB795 BHCKB796 and not securitized 1,000 69,000 0 11 12. Maximum amount of credit exposure arising from recourse of other seller-provided credit enhancements provided to assets reported in BHCKB801 BHCKB802 BHCKB803 item 11 1,000 16,000 0 12
WELLS FARGO & COMPANY FR Y-9 C 420 MONTGOMERY STREET Page 33 SAN FRANCISCO, CA, 94163-0000 March 31, 2002 SCHEDULE HC-S - CONTINUED MEMORANDA
Dollar Amounts in Thousands BHCK Bil | Mil | Thou ---- ---------------- 1. Small business obligations transferred with recourse under Section 208 of the Riegle Community Development and Regulatory Improvement Act of 1994: a. Outstanding principal balance A249 0 M.1.a. bhct b. Amount of retained recourse on these obligations as of the report date A250 0 M.1.b. 2. Outstanding principal balance of assets serviced for others: a. 1-4 family residential mortgages serviced with recourse or other servicer-provided BHCK credit enhancements B804 574,000 M.2.a. b. 1-4 family residential mortgages serviced with no recourse or other servicer-provided credit enhancements B805 512,095,000 M.2.b. c. Other financial assets[1] A591 41,102,000 M.2.c. 3. Asset-backed commercial paper conduits: a. Maximum amount of credit exposure arising from credit enhancements provided to conduit structures in the form of standby letters of credit, subordinated securities, and other enhancements: (1) Conduits sponsored by the bank, a bank affiliate, or the bank holding company B806 0 M.3.a.(1) (2) Conduits sponsored by other unrelated institutions B807 0 M.3.a.(2) b. Unused commitments to provide liquidity to conduit structures: (1) Conduits sponsored by the bank, a bank affiliate, or the bank holding company B808 0 M.3.b.(1) (2) Conduits sponsored by other unrelated institutions B809 0 M.3.b.(2)
----------- 1. Memorandum item 2.c is to be completed if the principal balance of other financial assets serviced for others is more than $10 million. WELLS FARGO & COMPANY FR Y-9 C 420 MONTGOMERY STREET Page 34 SAN FRANCISCO, CA, 94163-0000 March 31, 2002 NOTES TO THE BALANCE SHEET Enter in the lines provided below any additional information on specific line items on the balance sheet or its supporting schedules that the bank holding company wishes to explain, that has been separately disclosed in the bank holding company's quarterly reports to its shareholders, in its press releases, or on its quarterly reports to the Securities and Exchange Commission (SEC). Also include any transactions which previously would have appeared as footnotes to Schedules HC through HC-S. Each additional piece of information disclosed should include the appropriate reference to schedule and item number, as well as a description of the additional information and the dollar amount (in thousands of dollars) associated with that disclosure. EXAMPLE A bank holding company has guaranteed a new loan for its leveraged Employee Stock Ownership Plan (ESOP) for $750 thousand and that amount has increased the bank holding company's long-term unsecured debt by a material amount. The bank holding company has disclosed that change to its stockholders and to the SEC. Enter on the line item below the following information:
TEXT BHCK Bil | Mil | Thou ---- ---- ---------------- 0000 Sch. HC, item 16, New loan to holding company's ESOP guaranteed by bank holding company 0000 750 Dollar Amount in Thousands NOTES TO THE BALANCE SHEET --------------------------- TEXT BHCK Bil | Mil | Thou ---- ---- ---------------- 1. 5356 5356 0 1 2. 5357 5357 0 2 3. 5358 5358 0 3 4. 5359 5359 0 4 5. 5360 5360 0 5 6. B027 B027 0 6 7. B028 B028 0 7 8. B029 B029 0 8 9. B030 B030 0 9 10. B031 B031 0 10
WELLS FARGO & COMPANY FR Y-9 C 420 MONTGOMERY STREET Page 35 SAN FRANCISCO, CA, 94163-0000 March 31, 2002
Dollar Amount in Thousands NOTES TO THE BALANCE SHEET --------------------------- TEXT BHCK Bil | Mil | Thou ---- ---- ---------------- 11. B032 B032 0 11 12. B033 B033 0 12 13. B034 B034 0 13 14. B035 B035 0 14 15. B036 B036 0 15 16. B037 B037 0 16 17. B038 B038 0 17 18. B039 B039 0 18 19. B040 B040 0 19 20. B041 B041 0 20