UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10‑Q

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

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2015

Commission file number 001-2979

WELLS FARGO & COMPANY

(Exact name of registrant as specified in its charter)



Delaware		No. 41-0449260
(State of incorporation)		(I.R.S. Employer Identification No.)

420 Montgomery Street, San Francisco, California 94163

(Address of principal executive offices) (Zip Code)

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

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



Yes þ		No o

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



Yes þ		No o

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



	Large accelerated filer þ		Accelerated filer o

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

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



Yes o		No þ

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



		Shares Outstanding
		~~July 31,~~October 30, 2015
Common stock, $1-2/3 par value		~~5,133,359,268~~5,107,812,848


FORM 10-Q	FORM 10-Q				FORM 10-Q
CROSS-REFERENCE INDEX	CROSS-REFERENCE INDEX				CROSS-REFERENCE INDEX
PART I	Financial Information				Financial Information
Item 1.	Financial Statements			Page	Financial Statements			Page
	Consolidated Statement of Income			69	Consolidated Statement of Income			69
	Consolidated Statement of Comprehensive Income			70	Consolidated Statement of Comprehensive Income			70
	Consolidated Balance Sheet			71	Consolidated Balance Sheet			71
	Consolidated Statement of Changes in Equity			72	Consolidated Statement of Changes in Equity			72
	Consolidated Statement of Cash Flows			74	Consolidated Statement of Cash Flows			74
	Notes to Financial Statements				Notes to Financial Statements
	1	—	Summary of Significant Accounting Policies	75	1	—	Summary of Significant Accounting Policies	75
	2	—	Business Combinations	77	2	—	Business Combinations	77
	3	—	Federal Funds Sold, Securities Purchased under Resale Agreements and Other Short-Term Investments	77	3	—	Federal Funds Sold, Securities Purchased under Resale Agreements and Other Short-Term Investments	77
	4	—	Investment Securities	78	4	—	Investment Securities	78
	5	—	Loans and Allowance for Credit Losses	85	5	—	Loans and Allowance for Credit Losses	85
	6	—	Other Assets	103	6	—	Other Assets	103
	7	—	Securitizations and Variable Interest Entities	104	7	—	Securitizations and Variable Interest Entities	104
	8	—	Mortgage Banking Activities	112	8	—	Mortgage Banking Activities	112
	9	—	Intangible Assets	115	9	—	Intangible Assets	115
	10	—	Guarantees, Pledged Assets and Collateral	116	10	—	Guarantees, Pledged Assets and Collateral	116
	11	—	Legal Actions	120	11	—	Legal Actions	120
	12	—	Derivatives	121	12	—	Derivatives	121
	13	—	Fair Values of Assets and Liabilities	128	13	—	Fair Values of Assets and Liabilities	128
	14	—	Preferred Stock	149	14	—	Preferred Stock	149
	15	—	Employee Benefits	152	15	—	Employee Benefits	152
	16	—	Earnings Per Common Share	153	16	—	Earnings Per Common Share	153
	17	—	Other Comprehensive Income	154	17	—	Other Comprehensive Income	154
	18	—	Operating Segments	156	18	—	Operating Segments	156
	19	—	Regulatory and Agency Capital Requirements	157	19	—	Regulatory and Agency Capital Requirements	157
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations (Financial Review)				Management’s Discussion and Analysis of Financial Condition and Results of Operations (Financial Review)
	Summary Financial Data			2	Summary Financial Data			2
	Overview			3	Overview			3
	Earnings Performance			5	Earnings Performance			5
	Balance Sheet Analysis			16	Balance Sheet Analysis			17
	Off-Balance Sheet Arrangements			19	Off-Balance Sheet Arrangements			20
	Risk Management			20	Risk Management			21
	Capital Management			58	Capital Management			58
	Regulatory Reform			64	Regulatory Reform			64
	Critical Accounting Policies			64	Critical Accounting Policies			64
	Current Accounting Developments			65	Current Accounting Developments			65
	Forward-Looking Statements			66	Forward-Looking Statements			66
	Risk Factors			67	Risk Factors			67
	Glossary of Acronyms			158	Glossary of Acronyms			158
Item 3.	Quantitative and Qualitative Disclosures About Market Risk			44	Quantitative and Qualitative Disclosures About Market Risk			45
Item 4.	Controls and Procedures			68	Controls and Procedures			68

PART II	Other Information				Other Information
Item 1.	Legal Proceedings			159	Legal Proceedings			159
Item 1A.	Risk Factors			159	Risk Factors			159
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds			159	Unregistered Sales of Equity Securities and Use of Proceeds			159
Item 6.	Exhibits			160	Exhibits			160

Signature	Signature			160	Signature			160

Exhibit Index	Exhibit Index			161	Exhibit Index			161

PART I - FINANCIAL INFORMATION

FINANCIAL REVIEW


Summary Financial Data
						% Change													% Change
	Quarter ended					June 30, 2015 from				Six months ended				Quarter ended					Sep 30, 2015 from				Nine months ended
($ in millions, except per share amounts)	June 30, 2015			March 31, 2015	June 30, 2014	March 31, 2015		June 30, 2014		June 30, 2015	June 30, 2014	% Change		Sep 30, 2015			Jun 30, 2015	Sep 30, 2014	Jun 30, 2015		Sep 30, 2014		Sep 30, 2015	Sep 30, 2014	% Change
For the Period
Wells Fargo net income	$	5,719		5,804	5,726	(1	)%	—		11,523	11,619	(1	)%	$	5,796		5,719	5,729	1	%	1		17,319	17,348	—	%
Wells Fargo net income applicable to common stock	5,363			5,461	5,424	(2	)	(1	)	10,824	11,031	(2	)	5,443			5,363	5,408	1		1		16,267	16,439	(1	)
Diluted earnings per common share	1.03			1.04	1.01	(1	)	2		2.07	2.06	—		1.05			1.03	1.02	2		3		3.12	3.08	1
Profitability ratios (annualized):
Wells Fargo net income to average assets (ROA)	1.33		%	1.38	1.47	(4	)	(10	)	1.35	1.52	(11	)	1.32		%	1.33	1.40	(1	)	(6	)	1.34	1.48	(9	)
Wells Fargo net income applicable to common stock to average Wells Fargo common stockholders' equity (ROE)	12.71			13.17	13.40	(3	)	(5	)	12.94	13.86	(7	)	12.62			12.71	13.10	(1	)	(4	)	12.83	13.60	(6	)
Efficiency ratio (1)	58.5			58.8	57.9	(1	)	1		58.6	57.9	1		56.7			58.5	57.7	(3	)	(2	)	58.0	57.9	—
Total revenue	21,318			21,278	21,066	—		1		42,596	41,691	2		$	21,875		21,318	21,213	3		3		64,471	62,904	2
Pre-tax pre-provision profit (PTPP) (2)	8,849			8,771	8,872	1		—		17,620	17,549	—		9,476			8,849	8,965	7		6		27,096	26,514	2
Dividends declared per common share	0.375			0.35	0.35	7		7		0.725	0.65	12		0.375			0.375	0.35	—		7		1.10	1.00	10
Average common shares outstanding	5,151.9			5,160.4	5,268.4	—		(2	)	5,156.1	5,265.6	(2	)	5,125.8			5,151.9	5,225.9	(1	)	(2	)	5,145.9	5,252.2	(2	)
Diluted average common shares outstanding	5,220.5			5,243.6	5,350.8	—		(2	)	5,233.2	5,353.2	(2	)	5,193.8			5,220.5	5,310.4	(1	)	(2	)	5,220.3	5,339.2	(2	)
Average loans	$	870,446		863,261	831,043	1		5		866,873	827,436	5		$	895,095		870,446	833,199	3		7		876,384	829,378	6
Average assets	1,729,278			1,707,798	1,564,003	1		11		1,718,597	1,545,060	11		1,746,402			1,729,278	1,617,942	1		8		1,727,967	1,569,621	10
Average core deposits (3)	1,079,160			1,063,234	991,727	1		9		1,071,241	982,814	9		1,093,608			1,079,160	1,012,219	1		8		1,078,778	992,723	9
Average retail core deposits (4)	741,500			731,413	698,763	1		6		736,484	694,726	6		749,838			741,500	703,062	1		7		740,984	697,535	6
Net interest margin	2.97		%	2.95	3.15	1		(6	)	2.96	3.17	(7	)	2.96		%	2.97	3.06	—		(3	)	2.96	3.13	(5	)
At Period End
Investment securities	$	340,769		324,736	279,069	5		22		340,769	279,069	22		$	345,074		340,769	289,009	1		19		345,074	289,009	19
Loans	888,459			861,231	828,942	3		7		888,459	828,942	7		903,233			888,459	838,883	2		8		903,233	838,883	8
Allowance for loan losses	11,754			12,176	13,101	(3	)	(10	)	11,754	13,101	(10	)	11,659			11,754	12,681	(1	)	(8	)	11,659	12,681	(8	)
Goodwill	25,705			25,705	25,705	—		—		25,705	25,705	—		25,684			25,705	25,705	—		—		25,684	25,705	—
Assets	1,720,617			1,737,737	1,598,874	(1	)	8		1,720,617	1,598,874	8		1,751,265			1,720,617	1,636,855	2		7		1,751,265	1,636,855	7
Core deposits (3)	1,082,634			1,086,993	1,007,485	—		7		1,082,634	1,007,485	7		1,094,083			1,082,634	1,016,478	1		8		1,094,083	1,016,478	8
Wells Fargo stockholders' equity	189,558			188,796	180,859	—		5		189,558	180,859	5		193,051			189,558	182,481	2		6		193,051	182,481	6
Total equity	190,676			189,964	181,549	—		5		190,676	181,549	5		194,043			190,676	182,990	2		6		194,043	182,990	6
Capital ratios (5)(6):
Total equity to assets	11.08		%	10.93	11.35	1		(2	)	11.08	11.35	(2	)	11.08		%	11.08	11.18	—		(1	)	11.08	11.18	(1	)
Risk-based capital:
Common Equity Tier 1	10.78			10.69	11.31	NM		NM		10.78	11.31	NM		10.87			10.78	11.11	1		NM		10.87	11.11	NM
Tier 1 capital	12.28			12.20	12.72	NM		NM		12.28	12.72	NM		12.42			12.28	12.55	1		NM		12.42	12.55	NM
Total capital	14.45			15.08	15.89	NM		NM		14.45	15.89	NM		14.86			14.45	15.58	3		NM		14.86	15.58	NM
Tier 1 leverage	9.45			9.48	9.86	NM		NM		9.45	9.86	NM		9.51			9.45	9.64	1		NM		9.51	9.64	NM
Common shares outstanding	5,145.2			5,162.9	5,249.9	—		(2	)	5,145.2	5,249.9	(2	)	5,108.5			5,145.2	5,215.0	(1	)	(2	)	5,108.5	5,215.0	(2	)
Book value per common share	$	32.96		32.70	31.18	1		6		32.96	31.18	6		$	33.69		32.96	31.55	2		7		33.69	31.55	7
Common stock price:
High	58.26			56.29	53.05	3		10		58.26	53.05	10		58.77			58.26	53.80	1		9		58.77	53.80	9
Low	53.56			50.42	46.72	6		15		50.42	44.17	14		47.75			53.56	49.47	(11	)	(3	)	47.75	44.17	8
Period end	56.24			54.40	52.56	3		7		56.24	52.56	7		51.35			56.24	51.87	(9	)	(1	)	51.35	51.87	(1	)
Team members (active, full-time equivalent)	265,800			266,000	263,500	—		1		265,800	263,500	1		265,200			265,800	263,900	—		—		265,200	263,900	—

NM - Not meaningful, as approaches differ between periods.


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


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


(3)	Core deposits are noninterest-bearing deposits, interest-bearing checking, savings certificates, certain market rate and other savings, and certain foreign deposits (Eurodollar sweep balances).


(4)	Retail core deposits are total core deposits excluding Wholesale Banking core deposits and retail mortgage escrow deposits.

(5)

The risk-based capital ratios presented were calculated: (a) under the Basel III Standardized Approach with Transition Requirements at ~~June~~September 30 and ~~March 31,~~June 30, 2015, except for total capital ratio at September 30 and June 30, 2015, which was calculated under the Basel III Advanced Approach with Transition Requirements, and (b) under the Basel III General Approach at ~~June~~September 30, 2014.


(6)	See the "Capital Management" section and Note 19 (Regulatory and Agency Capital Requirements) to Financial Statements in this Report for additional information.

Overview (continued)

This Quarterly Report, including the Financial Review and the Financial Statements and related Notes, contains forward-looking statements, which may include forecasts of our financial results and condition, expectations for our operations and business, and our assumptions for those forecasts and expectations. Do not unduly rely on forward-looking statements. Actual results may differ materially from our forward-looking statements due to several factors. Factors that could cause our actual results to differ materially from our forward-looking statements are described in this Report, including in the “Forward-Looking Statements” section, and the “Risk Factors” and “Regulation and Supervision” sections of our Annual Report on Form 10-K for the year ended December 31, 2014 (2014 Form 10-K).

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

Financial Review

Overview

Wells Fargo & Company is a nationwide, diversified, community-based financial services company with ~~$1.7~~$1.8 trillion in assets. Founded in 1852 and headquartered in San Francisco, we provide banking, insurance, investments, mortgage, and consumer and commercial finance through 8,700 locations, 12,800 ATMs, the internet (wellsfargo.com) and mobile banking, and we have offices in 36 countries to support customers who conduct business in the global economy. With approximately ~~266,000~~265,000 active, full-time equivalent team members, we serve one in three households in the United States and rank No. 30 on Fortune’s 2015 rankings of America’s largest corporations. We ranked fourth in assets and first in the market value of our common stock among all U.S. banks at ~~June~~September 30, 2015.

We use our Vision and Values to guide us toward growth and success. Our vision is to satisfy our customers’ financial needs, help them succeed financially, be recognized as the premier financial services company in our markets and be one of America’s great companies. Important to our strategy to achieve this vision is to increase the number of our products our customers use ~~and to offer them all of the~~by offering financial products that fulfill their financial needs. We aspire to create deep and enduring relationships with our customers by discovering their needs and delivering the most relevant products, services, advice, and guidance.

We have six primary values, which are based on our vision and provide the foundation for everything we do. First, we value and support our people as a competitive advantage and strive to attract, develop, retain and motivate the most talented people we can find. Second, we strive for the highest ethical standards with our team members, our customers, our communities and our shareholders. Third, with respect to our customers, we strive to base our decisions and actions on what is right for them in everything we do. Fourth, for team members, we strive to build and sustain a diverse and inclusive culture – one where they feel valued and respected for who they are as well as for the skills and experiences they bring to our company. Fifth, we also look to each of our team members to be leaders in establishing, sharing and communicating our vision. Sixth, we strive to make risk management a competitive advantage by working hard to ensure that appropriate controls are in place to reduce risks to our customers, maintain and increase our competitive market position, and protect Wells Fargo’s long-term safety, soundness and reputation.

Financial Performance

Wells Fargo net income was ~~$5.7~~$5.8 billion in ~~second~~third quarter 2015 with diluted earnings per share (EPS) of ~~$1.03,~~$1.05, compared with $5.7 billion and ~~$1.01,~~$1.02, respectively, a year ago. Our results

reflected the ~~benefit~~ability of our diversified business model to generate

consistent financial performance in an uneven economic environment. We remain focused on meeting the financial needs of our customers and on investing in our ~~financial strength and competitive positioning allowed us~~businesses so we may continue to ~~capture opportunities for growth - both organically and through acquisitions.~~meet the evolving needs of our customers in the future.

Compared with a year ago:

our EPS was up 3% to $1.05; our revenue grew 1%3%, with 4%5% growth in net interest income;

we grew pre-tax pre-provision profit by 6%;

our total loans reached a record ~~$888.5~~$903.2 billion, an increase of ~~$59.5~~$64.4 billion, or 7%8%, even with the continued planned ~~runoff~~run-off in our non-strategic/liquidating portfolios, and our core loan portfolio grew by ~~$68.5~~$73.4 billion, or 9%;

our liquidating loan portfolio declined ~~$9.0~~$9.1 billion and ~~was~~represented only 6% of our total loans, down from 8% a year ago; and

our deposit franchise ~~continued to generate~~once again generated strong customer and balance growth, with ~~average~~total deposits reaching a record $1.2 trillion, up ~~$83.8~~$71.6 billion, or 8%6%, and we grew the number of primary consumer checking customers by ~~5.6% (May~~5.8% (August 2015 compared with ~~May~~August 2014);

~~our credit performance continued to improve with total net charge-offs down $67 million, or 9%, and represented only 30 basis points (annualized) of average loans; and~~

~~we increased the quarterly dividend rate on our common stock by 7% to $0.375 per share.~~

Balance Sheet and Liquidity

Our balance sheet continued to strengthen in ~~second~~third quarter 2015 as we increased our liquidity position, generated core loan and deposit growth, experienced ~~continued improvement in~~solid credit quality and maintained strong capital levels. We have been able to grow our loans on a year-over-year basis for 1617 consecutive quarters (for the past 1314 quarters year-over-year loan growth has been 3% or greater) despite the planned runoff from our non-strategic/liquidating portfolios. Our non-strategic/liquidating loan portfolios decreased ~~$2.2~~$2.3 billion during the quarter ~~and~~while our core loan portfolio increased ~~$29.4~~$17.1 billion ~~which~~and included ~~$11.5 billion from~~the benefit of the GE Capital commercial real estate loan purchase and associated financing transaction ~~announced~~that settled late in ~~first~~second quarter 2015. Our investment securities increased by ~~$16.0~~$4.3 billion during the quarter, driven primarily by purchases of federal agency mortgage-backed securities (MBS), and U.S. ~~Treasuries, and municipal~~Treasury securities, which were partially offset by maturities, amortization and sales.

The strength of our balance sheet positioned us well for our recently announced agreement to purchase GE Capital's Commercial Distribution Finance and Vendor Finance platforms as well as a portion of its Corporate Finance business – an acquisition that will help us serve more markets and meet more of our customers' financial needs. The acquisition includes total assets of approximately $32 billion and is expected to close in first quarter 2016 but is expected to be neutral to modestly accretive in 2016 due to transition-related costs. Also, in September 2015, we announced an agreement to acquire GE Railcar Services, which is expected to close in first quarter 2016. This transaction involves 77,000 railcars and just over 1,000 locomotives, as well as associated operating and long-term

Overview (continued)

leases, that will be added to our existing First Union Rail business.

Deposit growth continued in ~~second~~third quarter 2015 with period-end deposits up ~~$17.5~~$33.9 billion, or 1%3%, from December 31, 2014. This increase reflected growth across both our commercial and consumer businesses. Our average deposit cost was 8 basis points, down 2 basis points from a year ago. We successfully grew our primary consumer checking customers (i.e., customers who actively use their checking account with transactions such as debit card purchases, online bill payments, and direct deposit) by ~~5.6%~~5.8% and primary business checking customers by ~~5.3%~~5.0% from a year ago ~~(May~~(August 2015 compared with ~~May~~August 2014). Our ability to consistently grow primary checking customers is important to our results because these customers have more interactions with

~~Overview~~ ~~(continued)~~

us and are significantly more ~~than twice as~~ profitable asthan non-primary customers.

Credit Quality

Credit quality ~~improved~~remained solid in ~~second~~third quarter 2015 as losses remained at historically low levels, nonperforming assets (NPAs) ~~continued to decline,~~declined for the 12th consecutive quarter, and we continued to originate high quality loans, reflecting our long-term risk focus. Net charge-offs were ~~$650~~$703 million, or ~~0.30%~~0.31% (annualized) of average loans, in ~~second~~third quarter 2015, compared with ~~$717~~$668 million a year ago ~~(0.35%~~(0.32%)~~, a 9% year-over-year decrease~~ due to deterioration in ~~credit losses.~~the energy sector. Our commercial portfolio net charge-offs were ~~$62~~$94 million, or 68 basis points of average commercial ~~loans.~~loans in third quarter 2015, compared with a net recovery of $24 million, or 2 basis points, a year ago. Net consumer credit losses declined to 53 basis points of average consumer loans in ~~second~~third quarter 2015 from 62 basis points in ~~second~~third quarter 2014. Our commercial real estate portfolios were in a net recovery position for the ~~tenth~~11th consecutive quarter, reflecting our conservative risk discipline and improved market conditions. Losses on our consumer real estate portfolios declined ~~$136~~$103 million from a year ago, down ~~46%~~41%, ~~which~~and included a ~~$15~~$39 million decline in losses in our core 1-4 family ~~first~~junior lien mortgage portfolio. The lower consumer loss levels reflected the benefit of the improving ~~economy~~housing market and our continued focus on originating high quality loans. Approximately ~~63%~~65% of the consumer first mortgage portfolio was originated after 2008, when more stringent underwriting standards were implemented.

~~Our provision for credit losses reflected a~~We did not have an allowance release ~~from the allowance for credit losses of $350 million~~ in ~~second~~third quarter 2015, ~~which was $150 million less than what~~the first quarter with no allowance release since first quarter 2010. While we ~~released a year ago.~~continued to benefit from improvements in the performance of our residential real estate portfolio, we increased our commercial allowance to reflect deterioration in the energy sector. Future allowance levels may increase or decrease based on a variety of factors, including loan growth, portfolio performance and general economic conditions.

~~In addition to lower net charge-offs and provision expense,~~ NPAs ~~also improved and~~ were down ~~$438 million,~~$1.1 billion, or 3%8%, from ~~March 31, 2015, the eleventh consecutive quarter of decline.~~June 30, 2015. Nonaccrual loans declined ~~$67~~$906 million from the prior quarter ~~despite an increase~~on improvements in ~~nonaccrual loans~~several loan categories, including a $718 million decline in ~~our energy portfolio. The oil and gas portfolio represented only 2% of our total loan portfolio and balances in this portfolio declined by $1.1 billion from first quarter primarily due to pay downs.~~consumer real estate. In addition, foreclosed assets were down ~~$371~~$191 million from the prior quarter.

Capital

Our financial performance in ~~second~~third quarter 2015 resulted in strong capital generation, which increased total equity to ~~$190.7~~$194.0 billion at ~~June~~September 30, 2015, up ~~$712 million~~$3.4 billion from the prior quarter. We continued to reduce our common share count through the repurchase of ~~36.3~~51.7 million common shares in the quarter. We also entered into a ~~$750~~$250 million ~~forward repurchase contract in April 2015 with an unrelated third party that settled in July 2015 for 13.6 million shares. In addition, we entered into a $1.0 billion~~ forward repurchase contract with an unrelated third party in ~~July~~October 2015 that is expected to settle in fourth quarter 2015 for approximately ~~17.5~~4.8 million shares. We returned $3.2 billion to shareholders in third quarter 2015 through dividends and net share repurchases and our net payout ratio (which is the ratio of (i) common stock dividends and share repurchases less issuances and stock compensation-related items, divided by (ii) net income applicable to common stock) was 60%, up from 54% in the prior quarter. We expect to reduce our common shares outstanding through share repurchases throughout the remainder of 2015. ~~Our dividend payout ratio increased to 36% in second quarter 2015 as we increased the quarterly dividend rate on our common stock by 7%.~~

We believe an important measure of our capital strength is the Common Equity Tier 1 ratio under Basel III, fully phased-in, which increased to ~~10.55%~~10.65% at ~~June~~September 30, 2015. Likewise, our other regulatory capital ratios remained strong. See the “Capital Management” section in this Report for more information regarding our capital, including the calculation of our regulatory capital amounts.

Earnings Performance (continued)

Earnings Performance

Wells Fargo net income for ~~second~~third quarter 2015 was ~~$5.7~~$5.8 billion ($~~1.03~~1.05 diluted earnings per common share), compared with $5.7 billion ($~~1.01)~~1.02) for ~~second~~third quarter 2014. Net income for the first ~~half~~nine months of 2015 was ~~$11.5~~$17.3 billion ($~~2.07)~~3.12), compared with ~~$11.6~~$17.3 billion ($~~2.06)~~3.08) for the same period a year ago. Our ~~second~~third quarter 2015 earnings reflected execution of our business strategy as we continued to satisfy our customers' financial needs. The key drivers of our financial performance in the ~~second~~third quarter and first ~~half~~nine months of 2015 were balanced net interest income and noninterest income, diversified sources of fee income, a diversified and growing loan portfolio and strong underlying credit performance.

Revenue, the sum of net interest income and noninterest income, was ~~$21.3~~$21.9 billion in ~~second~~third quarter 2015, compared with ~~$21.1~~$21.2 billion in ~~second~~third quarter 2014. Revenue for the first ~~half~~nine months of 2015 was ~~$42.6~~$64.5 billion, up 2% from the first ~~half~~nine months of 2014. The increase in revenue for the ~~second~~third quarter and first ~~half~~nine months of 2015, compared with the same periods in 2014, was ~~primarily~~largely due to an increase in net interest income, reflecting increases in interest income from loans and ~~trading assets.~~investment securities. In both the ~~second~~third quarter and first ~~half~~nine months of 2015, net interest income represented ~~53% and~~ 52% of revenue, ~~respectively,~~ compared with 52% and 51% ~~for both~~in the ~~second~~third quarter and first ~~half~~nine months of ~~2014.~~2014, respectively.

Noninterest income ~~represented 47%~~was $10.4 billion and $30.8 billion in the third quarter and first nine months of 2015, respectively, representing 48% of revenue for ~~the second quarter and first half of 2015, respectively,~~both periods, compared with ~~49%~~$10.3 billion (48%) and $30.6 billion (49%) for ~~both~~ the ~~second quarter and first half~~same periods of 2014. The drivers of our noninterest income can differ depending on the interest rate and economic environment. For example, ~~net~~trading gains ~~on mortgage loan origination/sales activities were 12% of our fee income~~ in ~~second~~third quarter 2015 upwere down $194 million from ~~7% in the same period~~ a year ago, ~~when the refinance market was not as strong. Other businesses, such as~~driven by lower deferred compensation plan investment results and lower customer accommodation trading, while gains from equity investments ~~brokerage~~in third quarter 2015 were up $208 million from a year ago, reflecting strong results from a number of venture capital, private equity and ~~card, contributed more to fee income this quarter, demonstrating the benefit of our diversified business model.~~other investments.

Noninterest expense was ~~$12.5~~$12.4 billion and ~~$25.0~~$37.4 billion in the ~~second~~third quarter and first ~~half~~nine months of 2015, respectively, compared with $12.2 billion and ~~$24.1~~$36.4 billion infor the ~~second quarter and first half~~same periods of ~~2014, respectively.~~2014. The increase for both periods reflected higher personnel expense, including higher salaries, commission and incentive compensation, as well as higher operating losses, partially offset by lower travel and entertainment expense.

Net Interest Income

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

While the Company believes that it has the ability to increase net interest income over time, net interest income and the net interest margin in any one period can be significantly affected by a variety of factors including the mix and overall size of our earning assets portfolio and the cost of funding those assets. In addition, some sources of interest income, such as resolutions

from purchased credit-impaired (PCI) loans, loan prepayment fees and collection of interest on nonaccrual loans, can vary from period to period. Net interest income growth has been challenged

during the prolonged low interest rate environment as higher yielding loans and securities have runoff and been replaced with lower yielding assets. ~~The pace of this repricing has slowed in recent quarters.~~

Net interest income on a taxable-equivalent basis was ~~$11.5~~$11.7 billion and ~~$22.8~~$34.5 billion in the ~~second~~third quarter and first ~~half~~nine months of 2015, respectively, up from ~~$11.0~~$11.2 billion and ~~$21.8~~$33.0 billion for the same periods a year ago. The net interest margin was ~~2.97% and~~ 2.96% for both the ~~second~~third quarter and first ~~half~~nine months of 2015, respectively, down from ~~3.15%~~3.06% and ~~3.17%~~3.13% for the same periods a year ago. The increase in net interest income in the ~~second~~third quarter and first ~~half~~nine months of 2015 from the same periods a year ago, was primarily driven by growth in earning assets, including growth in ~~short-term investments,~~ investment securities, commercial and ~~industrial~~consumer loans, and trading assets, which offset a decrease in earning asset yields. ~~Lower~~The addition of duration to the balance sheet by swapping a portion of our variable rate commercial loans to fixed rate, and the reduction of funding ~~expense,~~costs due to an increase in ~~noninterest bearing~~noninterest-bearing funding sources and ~~reduced~~lower deposit ~~costs,~~yields, also contributed to higher net interest income.

The decline in net interest margin in ~~second~~the third quarter and first nine months of 2015, compared with the same ~~period~~periods a year ago, was primarily ~~driven by higher funding balances, including~~due to customer-driven deposit growth, ~~and actions we took in 2014 in response to increased regulatory liquidity expectations which raised long-term debt and term deposits. This~~partially offset by the growth in ~~funding increased~~loans and securities. The growth in customer-driven deposits kept cash, ~~and~~ federal funds sold, and other short-term investments elevated, which ~~are dilutive to~~diluted net interest margin ~~although~~but was essentially neutral to net interest income.

Average earning assets increased ~~$153.7~~$122.8 billion in the ~~second~~third quarter and ~~$161.8~~$148.6 billion in the first ~~half~~nine months of 2015, compared with the same periods a year ago, as average investment securities increased ~~$58.3~~$60.2 billion in the ~~second~~third quarter and ~~$53.9~~$56.0 billion in the first ~~half~~nine months of ~~2015 from the same periods a year ago.~~2015. In addition, average federal funds sold and other short-term investments ~~increased $37.3~~decreased $3.1 billion in the ~~second~~third quarter ~~and $49.8~~but increased $32.0 billion in the first ~~half~~nine months of 2015 from the same periods a year ago. Average loans increased ~~$39.4~~$61.9 billion in ~~both~~ the ~~second~~third quarter and $47.0 billion in the first ~~half~~nine months of 2015, compared with the same periods a year ago.

Core deposits are an important low-cost source of funding and affect both net interest income and the net interest margin. Core deposits include noninterest-bearing deposits, interest-bearing checking, savings certificates, market rate and other savings, and certain foreign deposits (Eurodollar sweep balances). Average core deposits rose to $1.1 trillion in ~~second~~third quarter 2015 ($1.1 trillion in the first ~~half~~nine months of 2015), compared with ~~$991.7 billion~~$1.0 trillion in ~~second~~third quarter 2014 ($~~982.8~~992.7 billion in the first ~~half~~nine months of 2014), and funded ~~124%~~122% and 123% of average loans in ~~both~~ the ~~second~~third quarter and first ~~half~~nine months of 2015, respectively, compared with ~~119%~~121% and 120% for the same periods a year ago. Average core deposits decreased to 69% of average earning assets in both the ~~second~~third quarter and first ~~half~~nine months of 2015, compared with 70% and 71%, respectively, for the same periods a year ago. The cost of these deposits has continued to decline due to a sustained low interest rate environment and a shift in our deposit mix from higher cost certificates of deposit to lower yielding checking and savings products. About 97% of our average core deposits are in checking and savings deposits, one of the highest industry percentages.

																											Table 1: Average Balances, Yields and Rates Paid (Taxable-Equivalent Basis) (1)(2)
	Quarter ended June 30,													Quarter ended September 30,
						2015						2014							2015						2014
(in millions)	Average balance			Yields/ rates		Interest income/ expense		Average balance		Yields/ rates		Interest income/ expense		Average balance			Yields/ rates		Interest income/ expense		Average balance		Yields/ rates		Interest income/ expense
Earning assets
Federal funds sold, securities purchased under resale agreements and other short-term investments	$	267,101		0.28	%	$	186	229,770		0.28	%	$	161	$	250,104		0.26	%	$	167	253,231		0.28	%	$	180
Trading assets	67,615			2.91		492		54,347		3.05		414		67,223			2.93		492		57,439		3.00		432
Investment securities (3):
Available-for-sale securities:
Securities of U.S. Treasury and federal agencies	31,748			1.58		125		6,580		1.78		29		35,709			1.59		143		8,816		1.69		38
Securities of U.S. states and political subdivisions	47,075			4.13		486		42,721		4.26		456		48,238			4.22		510		43,324		4.24		459
Mortgage-backed securities:
Federal agencies	97,958			2.65		650		116,475		2.85		831		98,459			2.70		665		113,022		2.76		780
Residential and commercial	22,677			5.84		331		27,252		6.11		416		21,876			5.84		319		25,946		5.98		388
Total mortgage-backed securities	120,635			3.25		981		143,727		3.47		1,247		120,335			3.27		984		138,968		3.36		1,168
Other debt and equity securities	48,816			3.51		427		48,734		3.76		457		50,371			3.40		430		47,131		3.45		408
Total available-for-sale securities	248,274			3.25		2,019		241,762		3.62		2,189		254,653			3.24		2,067		238,239		3.48		2,073
Held-to-maturity securities:
Securities of U.S. Treasury and federal agencies	44,492			2.19		243		10,829		2.20		59		44,649			2.18		245		23,672		2.22		133
Securities of U.S. states and political subdivisions	2,090			5.17		27		8		6.00		—		2,151			5.17		28		66		5.51		1
Federal agency mortgage-backed securities	21,044			2.00		105		6,089		2.74		42		27,079			2.38		161		5,854		2.23		32
Other debt securities	6,270			1.70		26		5,206		1.90		25		5,371			1.75		24		5,918		1.83		28
Total held-to-maturity securities	73,896			2.18		401		22,132		2.28		126		79,250			2.30		458		35,510		2.17		194
Total investment securities	322,170			3.01		2,420		263,894		3.51		2,315		333,903			3.02		2,525		273,749		3.31		2,267
Mortgages held for sale (4)	23,456			3.57		209		18,824		4.16		195		24,159			3.69		223		21,444		4.01		215
Loans held for sale (4)	666			3.51		5		157		2.55		1		568			2.57		4		9,533		2.10		50
Loans:
Commercial:
Commercial and industrial - U.S.	231,551			3.36		1,939		199,246		3.39		1,687		241,409			3.30		2,005		207,570		3.29		1,716
Commercial and industrial - Non U.S.	45,123			1.93		217		43,045		2.06		221		45,923			1.83		212		42,362		2.11		225
Real estate mortgage	113,089			3.48		982		112,795		3.61		1,016		120,983			3.31		1,009		112,946		3.69		1,050
Real estate construction	20,771			4.12		214		17,458		4.18		182		21,626			3.39		184		17,824		3.94		178
Lease financing	12,364			5.16		160		12,151		5.68		172		12,282			4.18		129		12,348		5.38		166
Total commercial	422,898			3.33		3,512		384,695		3.42		3,278		442,223			3.18		3,539		393,050		3.37		3,335
Consumer:
Real estate 1-4 family first mortgage	266,023			4.12		2,740		259,985		4.20		2,729		269,437			4.10		2,762		262,144		4.23		2,773
Real estate 1-4 family junior lien mortgage	57,066			4.23		603		63,305		4.31		680		55,298			4.22		588		61,606		4.30		666
Credit card	30,373			11.69		885		26,442		11.97		790		31,649			11.73		936		27,724		11.96		836
Automobile	56,974			5.88		836		53,480		6.34		845		58,534			5.80		855		54,638		6.19		852
Other revolving credit and installment	37,112			5.88		544		43,136		5.07		545		37,954			5.84		559		34,037		6.03		517
Total consumer	447,548			5.02		5,608		446,348		5.02		5,589		452,872			5.01		5,700		440,149		5.11		5,644
Total loans (4)	870,446			4.20		9,120		831,043		4.28		8,867		895,095			4.11		9,239		833,199		4.29		8,979
Other	4,859			5.14		64		4,535		5.74		65		5,028			5.11		64		4,674		5.41		64
Total earning assets	$	1,556,313		3.22	%	$	12,496	1,402,570		3.43	%	$	12,018	$	1,576,080		3.21	%	$	12,714	1,453,269		3.34	%	$	12,187
Funding sources
Deposits:
Interest-bearing checking	$	38,551		0.05	%	$	5	40,193		0.07	%	$	7	$	37,783		0.05	%	$	5	41,368		0.07	%	$	7
Market rate and other savings	619,837			0.06		87		583,907		0.07		101		628,119			0.06		90		586,353		0.07		98
Savings certificates	32,454			0.63		52		38,754		0.86		82		30,897			0.58		44		37,347		0.84		80
Other time deposits	52,238			0.42		55		48,512		0.41		50		48,676			0.46		57		55,128		0.39		54
Deposits in foreign offices	104,334			0.13		33		94,232		0.15		35		111,521			0.13		36		98,862		0.14		34
Total interest-bearing deposits	847,414			0.11		232		805,598		0.14		275		856,996			0.11		232		819,058		0.13		273
Short-term borrowings	84,499			0.09		21		58,845		0.10		14		90,357			0.06		13		62,285		0.10		16
Long-term debt	185,093			1.34		620		159,233		1.56		620		180,569			1.45		655		172,982		1.46		629
Other liabilities	16,405			2.03		83		13,589		2.73		93		16,435			2.13		89		15,536		2.73		106
Total interest-bearing liabilities	1,133,411			0.34		956		1,037,265		0.39		1,002		1,144,357			0.34		989		1,069,861		0.38		1,024
Portion of noninterest-bearing funding sources	422,902					—		365,305		—		—		431,723					—		383,408				—
Total funding sources	$	1,556,313		0.25		956		1,402,570		0.28		1,002		$	1,576,080		0.25		989		1,453,269		0.28		1,024
Net interest margin and net interest income on a taxable-equivalent basis (5)				2.97	%	$	11,540			3.15	%	$	11,016				2.96	%	$	11,725			3.06	%	$	11,163
Noninterest-earning assets
Cash and due from banks	$	17,462						15,956						$	16,979						16,189
Goodwill	25,705							25,699						25,703							25,705
Other	129,798							119,778						127,640							122,779
Total noninterest-earning assets	$	172,965						161,433						$	170,322						164,673
Noninterest-bearing funding sources
Deposits	$	337,890						295,875						$	341,878						307,991
Other liabilities	67,595							51,184						67,964							57,979
Total equity	190,382							179,679						192,203							182,111
Noninterest-bearing funding sources used to fund earning assets	(422,902		)					(365,305	)					(431,723		)					(383,408	)
Net noninterest-bearing funding sources	$	172,965						161,433						$	170,322						164,673
Total assets	$	1,729,278						1,564,003						$	1,746,402						1,617,942

(1)

Our average prime rate was 3.25% for the quarters ended ~~June~~September 30, 2015 and 2014, and 3.25% for the first ~~six~~nine months of both 2015 and 2014. The average three-month London Interbank Offered Rate (LIBOR) was ~~0.28%~~0.31% and 0.23% for the quarters ended ~~June~~September 30, 2015 and 2014, respectively, and ~~0.27%~~0.28% and 0.23% for the first ~~six~~nine months of 2015 and 2014, respectively.


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


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


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

(5)

Includes taxable-equivalent adjustments of $~~270~~268 million and $~~225~~222 million for the quarters ended ~~June~~September 30, 2015 and 2014, respectively, and $~~512~~780 million and $~~442~~664 million for the first ~~six~~nine months of 2015 and 2014, respectively, primarily related to tax-exempt income on certain loans and securities. The federal statutory tax rate utilized was 35% for the periods presented.



	Six months ended June 30,													Nine months ended September 30,
						2015						2014							2015								2014
(in millions)	Average balance			Yields/ rates		Interest income/ expense		Average balance		Yields/ rates		Interest income/ expense		Average balance			Yields/ rates		Interest income/ expense			Average balance			Yields/ rates		Interest income/ expense
Earning assets
Federal funds sold, securities purchased under resale agreements and other short-term investments	$	271,392		0.28	%	$	376	221,573		0.28	%	$	305	$	264,218		0.27	%	$	543		232,241			0.28	%	$	485
Trading assets	65,309			2.89		945		51,306		3.10		795		65,954			2.91		1,437			53,373			3.07		1,227
Investment securities (3):
Available-for-sale securities:
Securities of U.S. Treasury and federal agencies	28,971			1.56		225		6,576		1.73		57		31,242			1.57		368			7,331			1.72		95
Securities of U.S. states and political subdivisions	46,017			4.16		958		42,661		4.32		921		46,765			4.18		1,468			42,884			4.29		1,380
Mortgage-backed securities:
Federal agencies	100,064			2.71		1,356		117,055		2.90		1,695		99,523			2.71		2,021			115,696			2.85		2,475
Residential and commercial	23,304			5.77		673		27,641		6.12		845		22,823			5.80		992			27,070			6.07		1,233
Total mortgage-backed securities	123,368			3.29		2,029		144,696		3.51		2,540		122,346			3.28		3,013			142,766			3.46		3,708
Other debt and equity securities	47,938			3.47		827		48,944		3.68		895		48,758			3.44		1,257			48,333			3.60		1,303
Total available-for-sale securities	246,294			3.28		4,039		242,877		3.64		4,413		249,111			3.27		6,106			241,314			3.58		6,486
Held-to-maturity securities:
Securities of U.S. Treasury and federal agencies	43,685			2.20		477		5,993		2.20		65		44,010			2.19		722			11,951			2.22		198
Securities of U.S. states and political subdivisions	2,019			5.16		52		4		5.97		—		2,064			5.16		80			25			5.51		1
Federal agency mortgage-backed securities	16,208			1.95		158		6,125		2.93		90		19,871			2.14		319			6,034			2.70		122
Other debt securities	6,530			1.71		55		5,807		1.88		54		6,139			1.72		79			5,844			1.86		82
Total held-to-maturity securities	68,442			2.18		742		17,929		2.34		209		72,084			2.22		1,200			23,854			2.26		403
Total investment securities	314,736			3.04		4,781		260,806		3.55		4,622		321,195			3.03		7,306			265,168			3.47		6,889
Mortgages held for sale (4)	21,530			3.59		386		17,696		4.13		365		22,416			3.62		609			18,959			4.08		580
Loans held for sale (4)	683			3.08		10		134		4.08		3		644			2.93		14			3,302			2.15		53
Loans:
Commercial:
Commercial and industrial - U.S.	229,627			3.32		3,783		196,570		3.41		3,328		233,598			3.31		5,788			200,277			3.37		5,044
Commercial and industrial - Non U.S.	45,093			1.90		426		42,616		1.99		421		45,373			1.88		638			42,530			2.03		646
Real estate mortgage	112,298			3.52		1,963		112,810		3.58		2,006		115,224			3.45		2,972			112,855			3.62		3,056
Real estate construction	20,135			3.83		383		17,265		4.28		366		20,637			3.68		567			17,454			4.16		544
Lease financing	12,341			5.06		312		12,206		5.90		360		12,322			4.77		441			12,254			5.73		526
Total commercial	419,494			3.30		6,867		381,467		3.42		6,481		427,154			3.26		10,406		��	385,370			3.40		9,816
Consumer:
Real estate 1-4 family first mortgage	265,923			4.12		5,481		259,737		4.19		5,434		267,107			4.12		8,243			260,549			4.20		8,207
Real estate 1-4 family junior lien mortgage	57,968			4.25		1,224		64,155		4.31		1,372		57,068			4.24		1,812			63,296			4.30		2,038
Credit card	30,376			11.74		1,768		26,363		12.14		1,588		30,806			11.74		2,704			26,822			12.08		2,424
Automobile	56,492			5.91		1,657		52,642		6.42		1,676		57,180			5.87		2,512			53,314			6.34		2,528
Other revolving credit and installment	36,620			5.94		1,079		43,072		5.03		1,076		37,069			5.91		1,638			40,027			5.32		1,593
Total consumer	447,379			5.03		11,209		445,969		5.02		11,146		449,230			5.03		16,909			444,008			5.05		16,790
Total loans (4)	866,873			4.19		18,076		827,436		4.28		17,627		876,384			4.16		27,315			829,378			4.28		26,606
Other	4,795			5.27		127		4,595		5.73		131		4,874			5.21		191			4,622			5.62		195
Total earning assets	$	1,545,318		3.21	%	$	24,701	1,383,546		3.46	%	$	23,848	$	1,555,685		3.21	%	$	37,415		1,407,043			3.42	%	$	36,035
Funding sources
Deposits:
Interest-bearing checking	$	38,851		0.05	%	$	10	38,506		0.07	%	$	13	$	38,491		0.05	%	$	15		39,470			0.07	%	$	20
Market rate and other savings	616,643			0.06		184		581,489		0.07		206		620,510			0.06		274			583,128			0.07		304
Savings certificates	33,525			0.69		116		39,639		0.87		171		32,639			0.66		160			38,867			0.86		251
Other time deposits	54,381			0.41		111		47,174		0.42		98		52,459			0.43		168			49,855			0.41		152
Deposits in foreign offices	104,932			0.13		69		92,650		0.14		66		107,153			0.13		105			94,743			0.14		100
Total interest-bearing deposits	848,332			0.12		490		799,458		0.14		554		851,252			0.11		722			806,063			0.14		827
Short-term borrowings	78,141			0.10		39		56,686		0.10		27		82,258			0.09		52			58,573			0.10		43
Long-term debt	184,432			1.33		1,224		156,528		1.59		1,239		183,130			1.37		1,879			162,073			1.54		1,868
Other liabilities	16,648			2.17		180		13,226		2.72		180		16,576			2.16		269			14,005			2.73		286
Total interest-bearing liabilities	1,127,553			0.34		1,933		1,025,898		0.39		2,000		1,133,216			0.34		2,922			1,040,714			0.39		3,024
Portion of noninterest-bearing funding sources	417,765					—		357,648		—		—		422,469					—			366,329			—		—
Total funding sources	$	1,545,318		0.25		1,933		1,383,546		0.29		2,000		$	1,555,685		0.25		2,922			1,407,043			0.29		3,024
Net interest margin and net interest income on a taxable-equivalent basis (5)				2.96	%	$	22,768			3.17	%	$	21,848				2.96	%	$	34,493					3.13	%	$	33,011
Noninterest-earning assets
Cash and due from banks	$	17,262						16,159						$	17,167							16,169
Goodwill	25,705							25,668						25,703								25,681
Other	130,312							119,687						129,412								120,728
Total noninterest-earning assets	$	173,279						161,514						$	172,282							162,578
Noninterest-bearing funding sources
Deposits	$	331,745						290,004						$	335,160							296,066
Other liabilities	69,779							52,065						69,167								54,057		��
Total equity	189,520							177,093						190,424								178,784
Noninterest-bearing funding sources used to fund earning assets	(417,765		)					(357,648	)					(422,469		)						(366,329	)
Net noninterest-bearing funding sources	$	173,279						161,514						$	172,282							162,578
Total assets	$	1,718,597						1,545,060						$	1,727,967							1,569,621


Noninterest Income	Noninterest Income												Noninterest Income
Table 2: Noninterest Income	Table 2: Noninterest Income												Table 2: Noninterest Income
							Six months
	Quarter ended June 30,				%		ended June 30,						Quarter ended Sep 30,				%		Nine months ended Sep 30,
(in millions)	2015			2014	Change		2015			2014	% Change		2015			2014	Change		2015			2014	% Change
Service charges on deposit accounts	$	1,289		1,283	—	%	$	2,504		2,498	—	%	$	1,335		1,311	2	%	$	3,839		3,809	1	%
Trust and investment fees:
Brokerage advisory, commissions and other fees	2,399			2,280	5		4,779			4,521	6		2,368			2,327	2		7,147			6,848	4
Trust and investment management	861			838	3		1,713			1,682	2		843			856	(2	)	2,556			2,538	1
Investment banking	450			491	(8	)	895			818	9		359			371	(3	)	1,254			1,189	5
Total trust and investment fees	3,710			3,609	3		7,387			7,021	5		3,570			3,554	—		10,957			10,575	4
Card fees	930			847	10		1,801			1,631	10		953			875	9		2,754			2,506	10
Other fees:
Charges and fees on loans	304			342	(11	)	613			709	(14	)	307			296	4		920			1,005	(8	)
Merchant processing fees	202			183	10		389			355	10		200			184	9		589			539	9
Cash network fees	132			128	3		257			248	4		136			134	1		393			382	3
Commercial real estate brokerage commissions	141			99	42		270			171	58		124			143	(13	)	394			314	25
Letters of credit fees	90			92	(2	)	178			188	(5	)	89			100	(11	)	267			288	(7	)
All other fees	238			244	(2	)	478			464	3		243			233	4		721			697	3
Total other fees	1,107			1,088	2		2,185			2,135	2		1,099			1,090	1		3,284			3,225	2
Mortgage banking:
Servicing income, net	514			1,035	(50	)	1,037			1,973	(47	)	674			679	(1	)	1,711			2,652	(35	)
Net gains on mortgage loan origination/sales activities	1,191			688	73		2,215			1,260	76		915			954	(4	)	3,130			2,214	41
Total mortgage banking	1,705			1,723	(1	)	3,252			3,233	1		1,589			1,633	(3	)	4,841			4,866	(1	)
Insurance	461			453	2		891			885	1		376			388	(3	)	1,267			1,273	—
Net gains from trading activities	133			382	(65	)	541			814	(34	)
Net gains (losses) from trading activities													(26		)	168	NM		515			982	(48	)
Net gains on debt securities	181			71	155		459			154	198		147			253	(42	)	606			407	49
Net gains from equity investments	517			449	15		887			1,296	(32	)	920			712	29		1,807			2,008	(10	)
Lease income	155			129	20		287			262	10		189			137	38		476			399	19
Life insurance investment income	145			138	5		290			270	7		150			143	5		440			413	7
All other	(285		)	103	NM		(144		)	86	NM		116			8	NM		(28		)	94	NM
Total	$	10,048		10,275	(2	)	$	20,340		20,285	—		$	10,418		10,272	1		$	30,758		30,557	1

NM - Not meaningful

Noninterest income was ~~$10.0~~$10.4 billion and $10.3 billion for ~~second~~third quarter 2015 and 2014, respectively, and ~~$20.3~~$30.8 billion and $30.6 billion for ~~both~~ the first ~~half~~nine months of 2015 and ~~2014.~~2014, respectively. This income represented ~~47% and~~ 48% of revenue for both the ~~second~~third quarter and first ~~half~~nine months of 2015, respectively, compared with 48% and 49% for ~~both~~ the ~~second~~third quarter and first ~~half~~nine months of 2014. ~~Many~~The increase in noninterest income reflected growth in many of our businesses, including credit and debit cards, merchant card processing, commercial banking, ~~asset-backed finance,~~corporate banking, commercial real estate, corporate trust, international, venture capital, ~~markets, international,~~ wealth management and ~~retirement grew noninterest income in the second quarter and first half of 2015. This growth was offset by lower other income driven by the accounting impact related to debt hedges.~~retirement.

Service charges on deposit accounts were $1.3 billion and ~~$2.5~~$3.8 billion in the ~~second~~third quarter and first ~~half~~nine months of 2015, respectively, unchanged from the ~~second~~third quarter and first ~~half~~nine months of 2014, respectively. Lower overdraft fees driven by changes implemented in early October 2014, designed to provide customers with more real time information, were offset by higher fees from commercial product sales and commercial product re-pricing.

Brokerage advisory, commissions and other fees are received for providing services to full-service and discount brokerage customers. Income from these brokerage-related activities ~~include~~includes asset-based fees, which are based on the market value of the customer’s assets, and transactional commissions based on the number and size of transactions executed at the customer’s

direction. These fees increased to $2.4 billion and ~~$4.8~~$7.1 billion in

the ~~second~~third quarter and first ~~half~~nine months of 2015, respectively, from $2.3 billion and ~~$4.5~~$6.8 billion for the same periods in 2014. The increase ~~in retail brokerage income~~ was predominantly due to higher asset-based fees as a result of higher market values ~~and growth in assets under management.~~ at the end of the prior quarter pricing period. Retail brokerage client assets totaled ~~$1.43~~$1.35 trillion at ~~June~~September 30, 2015, ~~up 1% from $1.42~~compared with $1.40 trillion at ~~June~~September 30, 2014.

We earn trust and investment management fees from managing and administering assets, including mutual funds, corporate trust, personal trust, employee benefit trust and agency assets. Trust and investment management fees are ~~largely~~primarily based on a tiered scale relative to the market value of the assets under management or administration. These fees decreased to $843 million in third quarter from $856 million for the same period in 2014, due to lower market values, partially offset by business growth in third quarter 2015. In the first nine months of 2015, trust and investment management fees increased to ~~$861 million and $1.71~~$2.6 billion ~~in the second quarter and first half of 2015, respectively,~~ from ~~$838 million and $1.68~~$2.5 billion for the same ~~periods~~period in 2014, with growth primarily due to higher average market ~~values.~~ values during the first nine months of 2015. At ~~June~~September 30, 2015, these assets totaled ~~$2.4~~$2.3 trillion, compared with $2.5 trillion at ~~June~~September 30, 2014.

We earn investment banking fees from underwriting debt and equity securities, arranging loan syndications, and performing other related advisory services. Investment banking fees decreased to ~~$450~~$359 million in ~~second~~third quarter 2015 ~~from $491 million for the same period in 2014, driven by declines in advisory services and equity origination. In the first half of 2015, investment banking fees increased to $895 million~~ from

Earnings Performance (continued)

$~~818~~371 million for the same period in 2014, driven by declines in equity origination due to market volatility. In the first nine months of 2015, investment banking fees increased to $1.3 billion from $1.2 billion for the same period in 2014, driven by higher investment grade debt origination reflecting an active domestic market.

Card fees were ~~$930~~$953 million and ~~$1.8~~$2.8 billion in the ~~second~~third quarter and first ~~half~~nine months of 2015, respectively, compared with ~~$847~~$875 million and ~~$1.6~~$2.5 billion for the same periods a year ago. The increase was primarily due to account growth and increased purchase activity.

Other fees ~~of $1.11 billion and $2.19~~were $1.1 billion in third quarter 2015, unchanged compared with the ~~second quarter~~same period a year ago, as lower commercial real estate brokerage commissions, which declined due to lower sales and other property-related activity, were offset by higher charges and fees on loans driven by growth in real estate and commercial loan fees. In the first ~~half~~nine months of 2015, ~~respectively,~~other fees increased to $3.3 billion from ~~$1.09 billion and $2.14~~$3.2 billion for the same ~~periods a year ago~~period in 2014, as increases in commercial real estate brokerage commissions and merchant processing fees ~~more than~~were partially offset ~~a decline in~~by lower charges and fees on ~~loans. Charges and fees on~~ loans ~~decreased to $304 million and $613 million in the second quarter and first half of 2015, respectively, compared with $342 million and $709 million for the same periods a year ago,~~which declined primarily due to the phase out of the direct deposit advance product during the first ~~half~~nine months of 2014. Commercial real estate brokerage commissions increased by ~~$42 million and $99~~$80 million in the ~~second quarter and~~ first ~~half~~nine months of 2015, ~~respectively,~~ compared with the same ~~periods~~period a year ago, driven by increased sales and other property-related activities, including financing and advisory services. Merchant processing fees increased $50 million in the first nine months of 2015, compared with the same period a year ago primarily due to higher purchase volumes.

Mortgage banking noninterest income, consisting of net servicing income and net gains on loan origination/sales activities, totaled ~~$1.7~~$1.6 billion in both ~~second~~third quarter 2015 and 2014, respectively, and totaled ~~$3.3~~$4.8 billion for the first ~~half~~nine months of 2015, compared with ~~$3.2~~$4.9 billion for the same period a year ago.

In addition to servicing fees, net mortgage loan servicing income includes amortization of commercial mortgage servicing rights (MSRs), changes in the fair value of residential MSRs during the period, as well as changes in the value of derivatives (economic hedges) used to hedge the residential MSRs. Net servicing income for ~~second~~third quarter 2015 included a ~~$107~~$253 million net MSR valuation gain ($~~1.1 billion increase~~833 million decrease in the fair value of the MSRs and a ~~$946 million~~$1.09 billion hedge ~~loss)~~gain) and for ~~second~~third quarter 2014 included a ~~$475~~$270 million net MSR valuation gain ($~~835 million decrease in the fair value of the MSRs offset by an $1.3 billion hedge gain). For the first half of 2015, net servicing income included a $215 million net MSR valuation gain ($280~~253 million increase in the fair value of the MSRs and a ~~$65~~$17 million hedge ~~loss)~~gain). For the first nine months of 2015, net servicing income included a $468 million net MSR valuation gain ($553 million decrease in the fair value of the MSRs and a $1.02 billion hedge gain) and for the same period of 2014 included a ~~$882 million~~$1.15 billion net MSR valuation gain ($~~1.3~~1.02 billion decrease in the fair value of the MSRs offset by ~~an $2.2~~a $2.18 billion hedge gain). The decrease in net MSR valuation gains in the ~~second~~third quarter and first ~~half~~nine months of 2015, compared with the same periods in 2014, was primarily attributable to lower hedge gains, MSR valuation adjustments in first quarter 2015 that reflected higher prepayment expectations due to the reduction in FHA mortgage insurance premiums, as well as overall lower actual prepayments in the first ~~half~~nine months of 2014.

Our portfolio of residential and commercial loans serviced for others was ~~$1.81~~$1.79 trillion at ~~June~~September 30, 2015, and $1.86 trillion at December 31, 2014. At ~~June~~September 30, 2015, the ratio of combined residential and commercial MSRs to related loans serviced for others was ~~0.77%~~0.73%, compared with 0.75% at December 31, 2014. See the “Risk Management – Mortgage

Banking Interest Rate and Market Risk” section of this Report for additional information regarding our MSRs risks and hedging approach.

Net gains on mortgage loan origination/sale activities were ~~$1.2 billion~~$915 million and ~~$2.2~~$3.1 billion in the ~~second~~third quarter and first ~~half~~nine months of 2015, respectively, ~~up from $688~~compared with $954 million and ~~$1.3~~$2.2 billion for the same periods a year ago. The decrease in third quarter 2015 compared with third quarter 2014 was primarily due to lower amounts of releases of the mortgage repurchase liability in 2015 than in 2014. The increase in the ~~second quarter and~~ first ~~half~~nine months of 2015, compared with the same ~~periods~~period a year ago, was primarily driven by increased origination ~~volumes and~~

~~margins.~~volumes. Mortgage loan originations were ~~$62~~$55 billion and $166 billion for ~~second quarter 2015, of which 54% were for home purchases, compared with $47 billion and 74%, respectively, for~~ the same period a year ago. The year-over-year increase was primarily driven by higher refinance activity reflecting lower mortgage interest rates. Mortgage applications were $81 billion and $174 billion in the secondthird quarter and first ~~half~~nine months of 2015, respectively, compared with ~~$72~~$48 billion and ~~$132~~$131 billion for the same periods a year ago. The production margin on residential held-for-sale mortgage originations, which represents net gains on residential mortgage loan origination/sales activities divided by total residential held-for-sale mortgage originations, provides a measure of the profitability of our residential mortgage origination activity. The production margin was higher for the third quarter and first nine months of 2015, respectively, compared with the same periods a year ago. Mortgage applications were $73 billion and $247 billion in the third quarter and first nine months of 2015, respectively, compared with $64 billion and $196 billion for the same periods a year ago. The real estate 1-4 family first mortgage unclosed pipeline was ~~$38~~$34 billion at ~~June~~September 30, 2015, compared with ~~$30~~$25 billion at ~~June~~September 30, 2014. For additional information about our mortgage banking activities and results, see the “Risk Management – Mortgage Banking Interest Rate and Market Risk” section and Note 8 (Mortgage Banking Activities) and Note 13 (Fair Values of Assets and Liabilities) to Financial Statements in this Report.

Net gains on mortgage loan origination/sales activities include adjustments to the mortgage repurchase liability. Mortgage loans are repurchased from third parties based on standard representations and warranties, and early payment default clauses in mortgage sale contracts. For the first ~~half~~nine months of 2015, we released a net ~~$34~~$40 million from the repurchase liability, including ~~$18~~$6 million in ~~second~~third quarter 2015, compared with a net ~~$20~~$101 million release for the first ~~half~~nine months of 2014, including ~~$26~~$81 million in ~~second~~third quarter 2014. For additional information about mortgage loan repurchases, see the “Risk Management – Credit Risk Management – Liability for Mortgage Loan Repurchase Losses” section and Note 8 (Mortgage Banking Activities) to Financial Statements in this Report.

We engage in trading activities primarily to accommodate the investment activities of our customers, execute economic hedging to manage certain components of our balance sheet risks and for a very limited amount of proprietary trading for our own account. Net gains (losses) from trading activities, which reflect unrealized changes in fair value of our trading positions and realized gains and losses, were ~~$133~~$(26) million and ~~$541~~$515 million in the ~~second~~third quarter and first ~~half~~nine months of 2015, respectively, compared with ~~$382~~$168 million and ~~$814~~$982 million for the same periods a year ago. Both ~~second~~third quarter and first ~~half~~nine months year-over-year decreases were primarily driven by lower economic hedge income and lower deferred compensation gains (offset in employee benefits expense).

Net gains from trading activities do not include interest and dividend income and expense on trading securities. Those amounts are reported within interest income from trading assets and other interest expense from trading liabilities. Interest and fees related to proprietary trading are reported in their corresponding income statement line items. Proprietary trading activities are not significant to our client-focused business model. For additional information about ~~proprietary and other~~our trading activities,

see the “Risk Management – Asset and Liability Management – Market Risk – Trading Activities” section in this Report.

Net gains on debt and equity securities totaled ~~$698 million~~$1.1 billion for ~~second~~third quarter 2015 and ~~$520~~$965 million for ~~second~~third quarter 2014 ($~~1.3 billion and $1.5~~2.4 billion for both the first ~~half~~nine months of 2015 and 2014, respectively), net of other-than-temporary impairment (OTTI) write-downs of ~~$96~~$140 million and ~~$82~~$55 million for ~~second~~third quarter 2015 and 2014, respectively, and ~~$169~~$308 million and ~~$217~~$272 million for the first ~~half~~nine months of 2015 and 2014, respectively. ~~The increase~~OTTI write-downs in ~~net~~third quarter 2015 mainly reflected deterioration in energy sector investments. Net gains on debt and equity securities in ~~second~~third quarter 2015 compared with the same period a year ago ~~reflects positive operating performance in the portfolio. The decrease in~~increased as lower net gains on debt securities were offset by higher net gains on equity investments reflecting strong results from a number of venture capital, private equity and other investments. Net gains on debt and equity securities in the first ~~half~~nine months of 2015 compared with the same period a year ago was ~~primarily due to~~flat as higher net gains on debt securities were offset by lower net gains from equity investments, ~~as our portfolio~~which benefited from strong public and private equity markets in 2014.

All other income (loss) was ~~$(285)~~$116 million and ~~$(144)~~$(28) million in the ~~second~~third quarter and first ~~half~~nine months of 2015, respectively, compared with ~~$103~~$8 million and ~~$86~~$94 million for the same periods a year ago. All other income includes ineffectiveness recognized on derivatives that qualify for hedge accounting, the results of

certain economic hedges, losses on low income housing tax credit investments, foreign currency adjustments, and income from investments accounted for under the equity method of accounting, any of which can cause decreases and net losses in other income. All other income in third quarter 2015 also included the gain on sale of our Warranty Solutions business. The ~~decrease~~increase in other income for third quarter 2015 and the ~~second quarter and~~decrease for the first ~~half~~nine months of 2015, compared with the same periods a year ago, each primarily reflected changes in ineffectiveness recognized on interest rate swaps used to hedge our exposure to interest rate risk on long-term debt and cross-currency swaps,

cross-currency interest rate swaps and forward contracts used to hedge our exposure to foreign currency risk and interest rate risk involving non-U.S. dollar denominated long-term debt. A portion of the ineffectiveness recognized was partially offset by ~~benefits from~~the results of certain economic hedges. The ineffective portion recognized on our fair value hedges was ~~$(287)~~$199 million and ~~$(114)~~$85 million in the ~~second~~third quarter and first ~~half~~nine months of 2015, respectively, compared with ~~$104~~$85 million and ~~$224~~$309 million for the same periods a year ago. For additional information about derivatives used as part of our asset/liability management, see Note 12 (Derivatives) to Financial Statements in this Report.


Noninterest Expense	Noninterest Expense										Noninterest Expense
Table 3: Noninterest Expense
						Six months
	Quarter ended June 30,			%		ended June 30,			%		Quarter ended Sep 30,			%		Nine months ended Sep 30,			%
(in millions)	2015		2014	Change		2015		2014	Change		2015		2014	Change		2015		2014	Change
Salaries	$	3,936	3,795	4	%	$	7,787	7,523	4	%	$	4,035	3,914	3	%	$	11,822	11,437	3	%
Commission and incentive compensation	2,606		2,445	7		5,291		4,861	9		2,604		2,527	3		7,895		7,388	7
Employee benefits	1,106		1,170	(5	)	2,583		2,542	2		821		931	(12	)	3,404		3,473	(2	)
Equipment	470		445	6		964		935	3		459		457	—		1,423		1,392	2
Net occupancy	710		722	(2	)	1,433		1,464	(2	)	728		731	—		2,161		2,195	(2	)
Core deposit and other intangibles	312		349	(11	)	624		690	(10	)	311		342	(9	)	935		1,032	(9	)
FDIC and other deposit assessments	222		225	(1	)	470		468	—		245		229	7		715		697	3
Outside professional services	627		646	(3	)	1,175		1,205	(2	)	663		684	(3	)	1,838		1,889	(3	)
Operating losses	521		364	43		816		523	56		523		417	25		1,339		940	42
Outside data processing	269		259	4		522		500	4		258		264	(2	)	780		764	2
Contract services	238		249	(4	)	463		483	(4	)	249		247	1		712		730	(2	)
Travel and entertainment	172		243	(29	)	330		462	(29	)	166		226	(27	)	496		688	(28	)
Postage, stationery and supplies	180		170	6		351		361	(3	)	174		182	(4	)	525		543	(3	)
Advertising and promotion	169		187	(10	)	287		305	(6	)	135		153	(12	)	422		458	(8	)
Foreclosed assets	117		130	(10	)	252		262	(4	)	109		157	(31	)	361		419	(14	)
Telecommunications	113		111	2		224		225	—		109		122	(11	)	333		347	(4	)
Insurance	156		140	11		296		265	12		95		97	(2	)	391		362	8
Operating leases	64		54	19		126		104	21		79		58	36		205		162	27
All other	481		490	(2	)	982		964	2		636		510	25		1,618		1,474	10
Total	$	12,469	12,194	2		$	24,976	24,142	3		$	12,399	12,248	1		$	37,375	36,390	3

Noninterest expense was ~~$12.5~~$12.4 billion in ~~second~~third quarter 2015, up 2%1% from $12.2 billion a year ago, ~~predominantly~~largely due to higher operating losses ($523 million, up from $417 million a year ago), higher personnel ~~expenses~~expense ($~~7.6~~7.5 billion, up from $7.4 billion a year ago) and higher ~~operating losses~~all other expense ($~~521~~636 million, up from ~~$364~~$510 million a year ago), partially offset by lower travel and entertainment expense ($~~172~~166 million, down from ~~$243~~$226 million a year ago). For the first ~~half~~nine months of 2015, noninterest expense was up 3% from the same period a year ago, predominantly due to higher personnel ~~expenses~~expense ($~~15.7~~23.1 billion, up from ~~$14.9~~$22.3 billion a year

ago) ~~and~~, higher operating losses ($~~816 million,~~1.3 billion, up from ~~$523~~$940 million a year ago), and higher all other expense ($1.6 billion, up from $1.5 billion a year ago), partially offset by lower travel and entertainment expense ($~~330~~496 million, down from ~~$462~~$688 million a year ago) and lower foreclosed assets expense ($361 million, down from $419 million a year ago).

Personnel expenses, which include salaries, commissions, incentive compensation and employee benefits, were up $238 million, or 3%, in second quarter 2015 compared with the same quarter last year, and up $735 million, or 5%, for the first half of 2015 compared with the same period in 2014. The increase in both periods was predominantly due to higher revenue-related compensation, annual salary increases and staffing growth across various businesses. These increases were partially offset by lower deferred compensation (offset in trading revenue).

Operating losses were up 43% and 56% in the second quarter and first half of 2015, respectively, compared with the same periods a year ago. The increase for both periods was predominantly due to litigation accruals for various legal matters.

~~Travel and entertainment expense was down 29% in both the second quarter and first half of 2015, compared with the same periods a year ago, primarily driven by travel expense reduction initiatives.~~

In general, our noninterest expense continued to reflect ongoing investments in our risk management infrastructure to meet increased regulatory and compliance requirements as well as to address evolving cybersecurity risk.

Earnings Performance (continued)

Personnel expenses, which include salaries, commissions, incentive compensation and employee benefits, were up $88 million, or 1%, in third quarter 2015 compared with the same quarter last year, and up $823 million, or 4%, for the first nine months of 2015, compared with the same period in 2014. The increase in both periods was primarily due to annual salary increases, higher revenue-related compensation, and staffing growth across various businesses. Lower employee benefits expense for both periods was predominantly due to lower deferred compensation expense (offset in trading revenue), partially offset by increases in other employee benefits.

Operating losses were up 25% and 42% in the third quarter and first nine months of 2015, respectively, compared with the same periods a year ago. The increase in both periods was predominantly due to litigation expense for various legal matters.

Travel and entertainment expense was down 27% and 28% in the third quarter and first nine months of 2015, respectively, compared with the same periods a year ago, primarily driven by travel expense reduction initiatives.

All other expense was up 25% and 10% in the third quarter and first nine months of 2015, respectively, compared with the same periods a year ago, predominantly due to a $126 million contribution to the Wells Fargo Foundation in third quarter 2015.

Foreclosed assets expense was down 31% and 14% in the third quarter and first nine months of 2015, respectively, compared with the same periods a year ago, primarily driven by lower write-downs and higher gains on sale of foreclosed properties.

The efficiency ratio was ~~58.5%~~56.7% in ~~second~~third quarter 2015, compared with ~~57.9%~~57.7% in the prior year. The Company expects to operate ~~within~~at the higher end of its targeted efficiency ratio range of 55 to 59% for full year 2015.

~~Earnings Performance (continued~~)

Income Tax Expense

Our effective tax rate was ~~32.6%~~32.5% and ~~33.4%~~31.6% for ~~second~~third quarter 2015 and 2014, respectively. Our effective tax rate was ~~30.4%~~31.1% in the first ~~half~~nine months of 2015, ~~down~~up from ~~30.7%~~31.0% in the first ~~half~~nine months of 2014. The effective tax rates for the first ~~half~~nine months of 2015 and 2014 reflected $359 million and $423 million, respectively, of discrete tax benefits recognized in the first quarter of each period primarily from reductions in reserves for uncertain tax positions due to audit resolutions of prior period matters with U.S. federal and state taxing authorities.

Operating Segment Results

We are organized for management reporting purposes into three operating segments: Community Banking; Wholesale Banking; and Wealth and Investment Management (WIM) (formerly Wealth, Brokerage and ~~Retirement.~~Retirement). These segments are defined by product type and customer segment and their results are based on our management accounting process, for which there is no comprehensive, authoritative financial accounting guidance equivalent to generally accepted accounting principles (GAAP). Effective third quarter 2015, we realigned our asset management business from Wholesale Banking to WIM, and realigned our reinsurance business from WIM and our strategic auto investments from Community Banking to Wholesale Banking. These realignments are part of our regular course of business as we are always looking for ways to better align our businesses, deepen existing customer relationships, and create a best-in-class structure to benefit both our customers and our shareholders. Results for these operating segments were revised for prior periods to reflect the impact of these realignments. Table 4 and the following discussion present our results by operating segment. For additional description of our operating segments, including additional financial information and the underlying management accounting process, see Note 18 (Operating Segments) to Financial Statements in this Report.

																																			Table 4: Operating Segment Results – Highlights
(income/expense in millions,	Community Banking			Wholesale Banking				Wealth, Brokerage and Retirement				Other (1)				Consolidated Company		Community Banking			Wholesale Banking				Wealth and Investment Management				Other (1)				Consolidated Company
average balances in billions)	2015		2014	2015		2014		2015		2014		2015		2014		2015	2014	2015		2014	2015		2014		2015		2014		2015		2014		2015	2014
Quarter ended June 30,
Quarter ended Sep 30,
Revenue	$	12,661	12,606	6,083		5,946		3,739		3,550		(1,165	)	(1,036	)	21,318	21,066	$	13,618	12,811	5,570		5,667		3,878		3,805		(1,191	)	(1,070	)	21,875	21,213
Provision (reversal of provision) for credit losses	363		279	(58	)	(49	)	(10	)	(25	)	5		12		300	217	658		465	45		(85	)	(6	)	(25	)	6		13		703	368
Noninterest expense	7,164		7,020	3,295		3,203		2,775		2,695		(765	)	(724	)	12,469	12,194	7,219		7,049	3,036		2,997		2,909		2,945		(765	)	(743	)	12,399	12,248
Net income	3,358		3,431	2,011		1,952		602		544		(252	)	(201	)	5,719	5,726	3,686		3,461	1,772		1,929		606		550		(268	)	(211	)	5,796	5,729
Average loans	$	506.5	505.4	343.6		308.1		59.3		51.0		(39.0	)	(33.5	)	870.4	831.0	$	511.0	498.3	363.1		316.8		61.1		52.6		(40.1	)	(34.5	)	895.1	833.2
Average core deposits	685.7		639.8	304.2		265.8		159.4		153.0		(70.1	)	(66.9	)	1,079.2	991.7	690.5		646.9	311.3		278.3		163.0		153.7		(71.2	)	(66.7	)	1,093.6	1,012.2
Six months ended June 30,
Nine months ended Sep 30,
Revenue	$	25,445	25,199	11,995		11,526		7,472		7,018		(2,316	)	(2,052	)	42,596	41,691	$	39,031	37,958	17,117		16,712		11,830		11,356		(3,507	)	(3,122	)	64,471	62,904
Provision (reversal of provision) for credit losses	980		698	(64	)	(142	)	(13	)	(33	)	5		19		908	542	1,638		1,163	(19	)	(227	)	(19	)	(58	)	11		32		1,611	910
Noninterest expense	14,228		13,794	6,704		6,418		5,606		5,406		(1,562	)	(1,476	)	24,976	24,142	21,442		20,839	9,191		8,843		9,069		8,927		(2,327	)	(2,219	)	37,375	36,390
Net income (loss)	7,023		7,275	3,808		3,694		1,163		1,019		(471	)	(369	)	11,523	11,619	10,693		10,706	5,644		5,681		1,721		1,541		(739	)	(580	)	17,319	17,348
Average loans	$	506.5	505.2	340.6		305.0		58.1		50.5		(38.3	)	(33.3	)	866.9	827.4	$	507.8	502.7	348.4		309.2		59.1		51.2		(38.9	)	(33.7	)	876.4	829.4
Average core deposits	677.3		633.2	303.8		262.4		160.4		154.5		(70.3	)	(67.3	)	1,071.2	982.8	681.8		637.8	306.2		267.7		161.4		154.3		(70.6	)	(67.1	)	1,078.8	992.7


(1)	Includes ~~corporate~~ items not specific to a business segment and ~~the~~ elimination of certain items that are included in more than one business segment, substantially all of which represents products and services for wealth management customers provided in Community Banking stores.

Cross-sell Our cross-sell strategy is to increase the number of products our customers use by offering ~~them all of the~~ financial products that satisfy their financial needs. Our approach is needs-based as some customers will benefit from more products, and some may

need fewer. We believe there is continued opportunity to earn more business from our customers as we build lifelong relationships with them. We track our cross-sell activities based on whether the customer is a retail banking household or has a

wholesale banking relationship. For additional information regarding our cross-sell metrics, see the "Earnings Performance – Operating Segments – Cross-sell" section in our 2014 Form 10-K.

Operating Segment Results

The following discussion provides a description of each of our operating segments, including cross-sell metrics and financial results.

Community Banking offers a complete line of diversified financial products and services for consumers and small businesses including checking and savings accounts, credit and debit cards, and auto, student, and small business lending. These

products also include investment, insurance and trust services in 39 states and D.C., and mortgage and home equity loans in all 50 states and D.C. The Community Banking segment also includes the results of our Corporate Treasury activities net of allocations in support of the other operating segments and results of investments in our affiliated venture capital partnerships. Our retail banking household cross-sell was 6.13 products per household in ~~May~~August 2015, compared with ~~6.17~~6.15 in ~~May~~August 2014. The ~~May~~August 2015 retail banking household cross-sell ratio reflects the impact of the sale of government guaranteed student loans in fourth quarter 2014. Table 4a provides additional financial information for Community Banking.


Table 4a - Community Banking
	Quarter ended June 30,							Six months ended June 30,							Quarter ended Sep 30,							Nine months ended Sep 30,
(in millions, except average balances which are in billions)	2015			2014		% Change		2015			2014		% Change		2015			2014		% Change		2015			2014		% Change
Net interest income	$	7,698		7,386		4	%	$	15,259		14,661		4	%	$	7,822		7,455		5	%	$	23,051		22,075		4	%
Noninterest income:
Service charges on deposit accounts	832			866		(4	)	1,604			1,683		(5	)	878			890		(1	)	2,482			2,573		(4	)
Trust and investment fees:
Brokerage advisory, commissions and other fees	523			447		17		1,029			880		17		516			457		13		1,545			1,337		16
Trust and investment management	209			195		7		423			394		7		218			211		3		641			605		6
Investment banking (1)	(24		)	(39	)	(38	)	(60		)	(46	)	30		(35		)	(17	)	106		(95		)	(63	)	51
Total trust and investment fees	708			603		17		1,392			1,228		13		699			651		7		2,091			1,879		11
Card fees	859			783		10		1,661			1,504		10		877			809		8		2,538			2,313		10
Other fees	571			588		(3	)	1,122			1,181		(5	)	574			560		3		1,696			1,741		(3	)
Mortgage banking	1,575			1,660		(5	)	3,010			3,084		(2	)	1,513			1,497		1		4,523			4,581		(1	)
Insurance	32			32		—		63			64		(2	)	31			31		—		94			95		(1	)
Net gains (losses) from trading activities	(89		)	84		(206	)	(6		)	120		(105	)	(143		)	(20	)	615		(149		)	100		NM
Net gains on debt securities	68			11		518		274			21		NM		75			154		(51	)	349			175		99
Net gains from equity investments (2)	323			319		1		613			1,074		(43	)	825			506		63		1,438			1,580		(9	)
Other income of the segment	84			274		(69	)	453			579		(22	)	467			278		68		918			846		9
Total noninterest income	4,963			5,220		(5	)	10,186			10,538		(3	)	5,796			5,356		8		15,980			15,883		1

Total revenue	12,661			12,606		—		25,445			25,199		1		13,618			12,811		6		39,031			37,958		3

Provision for credit losses	363			279		30		980			698		40		658			465		42		1,638			1,163		41
Noninterest expense:
Personnel expense	4,404			4,271		3		8,952			8,530		5		4,501			4,326		4		13,743			13,119		5
Equipment	422			402		5		858			822		4		427			419		2		1,332			1,288		3
Net occupancy	520			535		(3	)	1,054			1,090		(3	)	546			555		(2	)	1,613			1,658		(3	)
Core deposit and other intangibles	145			156		(7	)	291			314		(7	)	146			159		(8	)	437			472		(7	)
FDIC and other deposit assessments	140			151		(7	)	287			303		(5	)	154			149		3		441			452		(2	)
Outside professional services	267			258		3		474			482		(2	)	260			280		(7	)	693			725		(4	)
Operating losses	406			322		26		636			441		44		385			362		6		1,021			803		27
Other expense of the segment	860			925		(7	)	1,676			1,812		(8	)	800			799		—		2,162			2,322		(7	)
Total noninterest expense	7,164			7,020		2		14,228			13,794		3		7,219			7,049		2		21,442			20,839		3
Income before income tax expense and noncontrolling interests	5,134			5,307		(3	)	10,237			10,707		(4	)	5,741			5,297		8		15,951			15,956		—
Income tax expense	1,707			1,820		(6	)	3,071			3,196		(4	)	1,861			1,603		16		4,921			4,781		3
Net income from noncontrolling interests (3)	69			56		23		143			236		(39	)	194			233		(17	)	337			469		(28	)
Net income	$	3,358		3,431		(2	)	$	7,023		7,275		(3	)	$	3,686		3,461		7		$	10,693		10,706		—
Average loans	$	506.5		505.4		—		$	506.5		505.2		—		$	511.0		498.3		3		$	507.8		502.7		1
Average core deposits	685.7			639.8		7		677.3			633.2		7		690.5			646.9		7		681.8			637.8		7

NM - Not meaningful


(1)	~~Represents~~Includes syndication and underwriting fees paid to Wells Fargo Securities which are offset in our Wholesale Banking segment.


(2)	Predominantly represents gains resulting from venture capital investments.


(3)	Reflects results attributable to noncontrolling interests primarily associated with the Company’s consolidated merchant services joint venture and venture capital investments.

Earnings Performance (continued)

Community Banking reported net income of ~~$3.4~~$3.7 billion, ~~down $73~~up $225 million, or 2%7%, from ~~second~~third quarter 2014, and $7$10.7 billion for the first ~~half~~nine months of 2015, down ~~$252~~$13 million ~~or 3%,~~ compared with the same period a year ago. Revenue of ~~$12.7~~$13.6 billion for third quarter 2015 increased ~~$55~~$807 million, or ~~0.4%~~6%, from ~~second~~third quarter 2014, and was ~~$25.4~~$39.0 billion for the first ~~half~~nine months of 2015, an increase of ~~$246 million,~~$1.1 billion, or 1%3%, compared with the same period last year. The increase in revenue ~~for both periods~~from third quarter 2014 was due to higher net interest income, gains from sale of equity investments, debit and credit card fees, and trust and investment fees, partially offset by increased losses from trading activities and lower gains on the sale of debt ~~securities, and~~securities. The increase in revenue for the first nine months of 2015 was due to higher net interest income, debit and credit card fees, and trust and investment fees, partially offset by lower gains ~~on equity investments and~~from trading activities and ~~lower mortgage banking income.~~sale of equity investments. Average core deposits increased ~~$45.9~~$43.6 billion, or 7%, from ~~second~~third quarter 2014 and ~~$44.1~~$44.0 billion, or ~~7 %,~~7%, from the first ~~half~~nine months of 2014. Primary consumer checking customers as of ~~May~~August 2015 (customers who actively use their

checking account with transactions such as debit card purchases, online bill payments, and direct deposit) were up ~~5.6%~~5.8% from ~~May~~August 2014. Noninterest expense increased 2% from ~~second~~third quarter 2014 and 3% from the first ~~half~~nine months of 2014. The increase in noninterest expense from third quarter 2014 was driven by higher personnel expenses and a $126 million donation to the Wells Fargo Foundation, partially offset by lower foreclosed assets and travel expenses. The increase in noninterest

expense for the first nine months of 2015 was due to higher personnel expenses, operating losses, and the $126 million donation to the Wells Fargo Foundation, partially offset by lower travel, foreclosed assets, occupancy, and various other expenses.Net loan charge-offs decreased ~~$97~~$74 million from ~~second~~third quarter 2014 and ~~$269~~decreased $343 million from the first ~~half~~nine months of 2014 ~~primarily~~ due to improvement in the consumer real estate portfolios. The provision for credit losses increased ~~$84~~$193 million from ~~second~~third quarter 2014 and ~~$282~~$475 million from the first ~~half~~nine months of 2014 as the improvement in net charge-offs was more than offset by a lower allowance release.

~~Earnings Performance (continued~~)

Wholesale Banking provides financial solutions to businesses across the United States and globally with annual sales generally in excess of $20 million. Products and business segments include Middle Market Commercial Banking, Government and Institutional Banking, Corporate Banking, Commercial Real Estate, Treasury Management, Wells Fargo Capital Finance, Insurance, International, Real Estate Capital Markets, Commercial Mortgage Servicing, Corporate Trust, Equipment

Finance, Wells Fargo Securities, Principal Investments, and Asset Backed ~~Finance, and Asset Management.~~Finance. Wholesale Banking cross-sell was 7.3 products per relationship in ~~second~~third quarter 2015, up from 7.2 in ~~second~~third quarter 2014. Table 4b provides additional financial information for Wholesale Banking.


Table 4b - Wholesale Banking
	Quarter ended June 30,							Six months ended June 30,							Quarter ended Sep 30,							Nine months ended Sep 30,
(in millions, except average balances which are in billions)	2015			2014		% Change		2015			2014		% Change		2015			2014		% Change		2015			2014		% Change
Net interest income	$	3,068		2,953		4	%	$	5,989		5,844		2	%	$	3,128		3,061		2	%	$	9,215		9,021		2	%
Noninterest income:
Service charges on deposit accounts	456			416		10		899			814		10		457			421		9		1,356			1,235		10
Trust and investment fees:
Brokerage advisory, commissions and other fees	84			81		4		169			157		8		77			64		20		209			182		15
Trust and investment management	459			450		2		912			910		—		104			94		11		305			281		9
Investment banking	476			533		(11	)	960			870		10		389			391		(1	)	1,349			1,261		7
Total trust and investment fees	1,019			1,064		(4	)	2,041			1,937		5		570			549		4		1,863			1,724		8
Card fees	70			64		9		139			126		10		75			66		14		214			192		11
Other fees	535			499		7		1,061			952		11		523			528		(1	)	1,584			1,479		7
Mortgage banking	130			63		106		243			149		63		76			136		(44	)	319			285		12
Insurance	368			379		(3	)	712			740		(4	)	345			356		(3	)	1,172			1,177		—
Net gains from trading activities	224			234		(4	)	507			594		(15	)	187			201		(7	)	671			781		(14	)
Net gains on debt securities	112			59		90		173			128		35		72			99		(27	)	256			228		12
Net gains from equity investments	187			127		47		264			215		23		100			198		(49	)	358			408		(12	)
Other income of the segment	(86		)	88		(198	)	(33		)	27		(222	)	37			52		(29	)	109			182		(40	)
Total noninterest income	3,015			2,993		1		6,006			5,682		6		2,442			2,606		(6	)	7,902			7,691		3

Total revenue	6,083			5,946		2		11,995			11,526		4		5,570			5,667		(2	)	17,117			16,712		2

Reversal of provision for credit losses	(58		)	(49	)	18		(64		)	(142	)	(55	)
Provision (reversal of provision) for credit losses															45			(85	)	NM		(19		)	(227	)	(92	)
Noninterest expense:
Personnel expense	1,828			1,702		7		3,779			3,492		8		1,520			1,516		—		4,733			4,476		6
Equipment	38			32		19		85			92		(8	)	19			24		(21	)	52			64		(19	)
Net occupancy	114			111		3		227			222		2		99			98		1		301			294		2
Core deposit and other intangibles	85			105		(19	)	170			201		(15	)	84			94		(11	)	254			291		(13	)
FDIC and other deposit assessments	67			58		16		146			128		14		73			63		16		219			192		14
Outside professional services	254			274		(7	)	490			517		(5	)	203			192		6		548			554		(1	)
Operating losses	48			29		66		85			48		77		83			33		152		118			37		219
Other expense of the segment	861			892		(3	)	1,722			1,718		—		955			977		(2	)	2,966			2,935		1
Total noninterest expense	3,295			3,203		3		6,704			6,418		4		3,036			2,997		1		9,191			8,843		4
Income before income tax expense and noncontrolling interests	2,846			2,792		2		5,355			5,250		2		2,489			2,755		(10	)	7,945			8,096		(2	)
Income tax expense	840			838		—		1,546			1,552		—		722			830		(13	)	2,309			2,418		(5	)
Net income from noncontrolling interests	(5		)	2		(350	)	1			4		(75	)
Net loss from noncontrolling interests															(5		)	(4	)	25		(8		)	(3	)	167
Net income	$	2,011		1,952		3		$	3,808		3,694		3		$	1,772		1,929		(8	)	$	5,644		5,681		(1	)
Average loans	$	343.6		308.1		12		$	340.6		305.0		12		$	363.1		316.8		15		$	348.4		309.2		13
Average core deposits	304.2			265.8		14		303.8			262.4		16		311.3			278.3		12		306.2			267.7		14

NM - Not meaningful

Earnings Performance (continued)

Wholesale Banking had net income of ~~$2.0~~$1.8 billion in third quarter 2015, down $157 million, or 8%, from third quarter 2014. Lower net inc0me in the third quarter of 2015 was driven primarily by decreased revenue and increased provision for credit losses. Revenue decreased $97 million, or 2%, from third quarter 2014 as net interest income growth of $67 million, or 2%, on strong loan and deposit growth was more than offset by a decline in noninterest income of $164 million, or 6%. The noninterest income decline was primarily due to lower gains on equity investments and lower commercial mortgage banking fees. Average loans of $363.1 billion in third quarter 2015 increased $46.3 billion, or 15%, from third quarter 2014, driven by broad based growth and the benefit of the GE Capital commercial real estate loan purchase and related financing transaction that settled in second quarter ~~2015, up $59~~2015. Average core deposits of $311.3 billion increased $33.0 billion, or 12%, from third quarter 2014 reflecting continued customer liquidity. Noninterest expense increased $39 million, or 3%1%, from ~~second~~third quarter ~~2014.~~ 2014 on higher operating losses. The provision for credit losses increased $130 million compared with third quarter 2014 on lower recoveries and increased loan losses as well as the absence of an allowance release in third quarter 2015.

In the first ~~half~~nine months of 2015, Wholesale Banking had net income of ~~$3.8~~$5.6 billion, ~~increased $114~~which was down $37 million, or 3%1%, from the same period a year ago. ~~The higher results for both second quarter and the first half of 2015 were driven by increased revenues which were partially offset by increased expenses.~~ Revenue increased ~~$137~~$405 million, or 2%, from ~~second quarter 2014 and $469 million, or 4%, from~~ the first ~~half~~nine months of 2014 on both increased net interest income and noninterest

income. Net interest income increased $194 million, or 2%, driven by strong loan ~~growth, which included the GE Capital loan purchase~~ and ~~financing transaction, and other earning asset~~deposit growth. Noninterest income increased $211 million, or 3%,

primarily due to ~~higher mortgage banking income driven by~~ ~~originations and sales of commercial mortgage loans, higher~~growth in service charges on deposits, ~~as a result of increased treasury management~~investment banking fees and increased other fees ~~related to higher commercial~~driven by growth in real estate brokerage ~~commissions~~fees and ~~higher gains on debt and equity investments.~~

Average loans of $343.6 billion in second quarter 2015 increased $35.5 billion, or 12%, from second quarter 2014, driven by broad based growth across most customer segments. Average core deposits of $304.2 billion increased $38.4 billion, or 14%, from second quarter 2014 reflecting continued customer liquidity.loan fees. Noninterest expense increased ~~3% from second quarter 2014 and~~$348 million, or 4%, from the first ~~half~~nine months of 2014, primarily due to higher personnel expenses related to growth initiatives, compliance, and regulatory ~~requirements.~~requirements, as well as increased operating losses. The provision for credit losses ~~remained in a net recovery position for the second quarter and first half of 2015~~increased $208 million compared with the ~~amount of reversal increasing $9 million from second quarter 2014 but decreasing $78 million from the~~ first ~~half~~nine months of 2014 ~~driven by~~on lower ~~net credit recoveries.~~recoveries and increased loan losses.

Wealth and Investment Management (formerly Wealth, Brokerage and ~~Retirement~~Retirement) (WIM) provides a full range of ~~financial advisory~~personalized wealth management, investment and retirement products and services to clients ~~using a planning approach to meet each client's financial needs. Wealth Management provides~~

~~affluent~~across U.S. based businesses including Wells Fargo Advisors, The Private Bank, Abbot Downing, Wells Fargo Institutional Retirement and ~~high net worth clients with a complete range of wealth management solutions, including~~Trust, and Wells Fargo Asset Management. WIM delivers financial planning, private banking, credit, investment management and fiduciary ~~services. Abbot Downing, a Wells Fargo business, provides comprehensive wealth management~~ services to ~~ultra-high net~~high-net worth and ultra-high-net worth individuals and families and ~~individuals as well as endowments and foundations. Brokerage~~also serves ~~customers' advisory,~~customers’ brokerage ~~and financial~~ needs, ~~as part of one of the largest full-service brokerage firms in the United States. Retirement is a national leader in providing~~supplies retirement and trust services ~~(including 401(k) and pension plan record keeping) for~~to institutional clients and ~~reinsurance services for~~provides investment management capabilities delivered to global institutional clients through separate accounts and the ~~life insurance industry. Wealth,~~Wells Fargo Advantage Funds. Brokerage and ~~Retirement~~Wealth cross-sell was ~~10.53~~10.52 products per retail banking household in ~~May~~August 2015, up from 10.44 a year ago. Table 4c provides additional financial information for Wealth ~~Brokerage~~ and ~~Retirement.~~Investment Management.


Table 4c - Wealth, Brokerage and Retirement
Table 4c - Wealth and Investment Management
	Quarter ended June 30,							Six months ended June 30,							Quarter ended Sep 30,							Nine months ended Sep 30,
(in millions, except average balances which are in billions)	2015			2014		% Change		2015			2014		% Change		2015			2014		% Change		2015			2014		% Change
Net interest income	$	865		775		12	%	$	1,726		1,543		12	%	$	887		753		18	%	$	2,545		2,221		15	%
Noninterest income:
Service charges on deposit accounts	6			5		20		10			9		11		4			4		—		14			13		8
Trust and investment fees:
Brokerage advisory, commissions and other fees	2,316			2,199		5		4,610			4,363		6		2,295			2,267		1		6,942			6,669		4
Trust and investment management	409			396		3		816			788		4		747			769		(3	)	2,274			2,280		—
Investment banking (1)	(2		)	(3	)	(33	)	(5		)	(6	)	(17	)	5			(3	)	(267	)	—			(9	)	(100	)
Total trust and investment fees	2,723			2,592		5		5,421			5,145		5		3,047			3,033		—		9,216			8,940		3
Card fees	1			1		—		2			2		—		2			1		100		4			3		33
Other fees	4			5		(20	)	8			9		(11	)	4			4		—		12			14		(14	)
Mortgage banking	(1		)	—		NM		(3		)	(1	)	200		(2		)	1		NM		(5		)	—		NM
Insurance	61			42		45		116			81		43		—			1		(100	)	1			1		—
Net gains from trading activities	(2		)	64		(103	)	40			100		(60	)
Net gains (losses) from trading activities															(70		)	(13	)	438		(7		)	101		NM
Net gains on debt securities	1			1		—		12			5		140		—			—		NM		1			4		(75	)
Net gains from equity investments	7			3		133		10			7		43
Net gains (losses) from equity investments															(5		)	8		NM		11			20		(45	)
Other income of the segment	74			62		19		130			118		10		11			13		(15	)	38			39		(3	)
Total noninterest income	2,874			2,775		4		5,746			5,475		5		2,991			3,052		(2	)	9,285			9,135		2

Total revenue	3,739			3,550		5		7,472			7,018		6		3,878			3,805		2		11,830			11,356		4

Reversal of provision for credit losses	(10		)	(25	)	(60	)	(13		)	(33	)	(61	)	(6		)	(25	)	(76	)	(19		)	(58	)	(67	)
Noninterest expense:
Personnel expense	1,831			1,813		1		3,763			3,660		3		1,850			1,924		(4	)	5,889			5,853		1
Equipment	11			13		(15	)	23			24		(4	)	14			15		(7	)	42			44		(5	)
Net occupancy	105			103		2		210			206		2		113			106		7		335			325		3
Core deposit and other intangibles	82			88		(7	)	163			175		(7	)	81			89		(9	)	244			269		(9	)
FDIC and other deposit assessments	26			28		(7	)	63			63		—		30			28		7		93			90		3
Outside professional services	114			122		(7	)	226			222		2		207			220		(6	)	619			634		(2	)
Operating losses	69			14		393		99			38		161		57			23		148		206			105		96
Other expense of the segment	537			514		4		1,059			1,018		4		557			540		3		1,641			1,607		2
Total noninterest expense	2,775			2,695		3		5,606			5,406		4		2,909			2,945		(1	)	9,069			8,927		2
Income before income tax expense and noncontrolling interests	974			880		11		1,879			1,645		14		975			885		10		2,780			2,487		12
Income tax expense	369			334		10		713			624		14		371			338		10		1,054			944		12
Net income from noncontrolling interests	3			2		50		3			2		50
Net income (loss) from noncontrolling interests															(2		)	(3	)	(33	)	5			2		150
Net income	$	602		544		11		$	1,163		1,019		14		$	606		550		10		$	1,721		1,541		12
Average loans	$	59.3		51.0		16		$	58.1		50.5		15		$	61.1		52.6		16		$	59.1		51.2		15
Average core deposits	159.4			153.0		4		160.4			154.5		4		163.0			153.7		6		161.4			154.3		5

NM - Not meaningful


(1)	~~Represents~~Includes syndication and underwriting fees paid to Wells Fargo Securities which are offset in our Wholesale Banking segment.

~~Earnings Performance (continued~~)

Wealth ~~Brokerage~~ and ~~Retirement~~Investment Management reported net income of ~~$602~~$606 million in ~~second~~third quarter 2015, up ~~11%~~10% from ~~second~~third quarter 2014. Net income for the first ~~half~~nine months of 2015 was ~~$1.2~~$1.7 billion, up ~~14%~~12% compared with the same period a year ago. Growth in net income for both periods was driven by revenue growth. Revenue was up 5%2% from ~~second~~third quarter 2014 and up 6%4% from the first ~~half~~nine months of 2014, primarily due to higher ~~asset-based fees and~~ net interest ~~income.~~income and asset-based fees. Average loans in ~~second~~third quarter 2015 of ~~$59.3~~$61.1 billion were up 16% from ~~second~~third quarter 2014. ~~First half 2015 average~~Average loans increased 15% ~~from~~in the first nine months of 2015, compared with the same period a year ago. Average loan growth was driven by ~~growth~~an increase in ~~non-conforming mortgages, commercial~~nonconforming mortgage loans and security-based lending. Average core deposits in ~~second~~third quarter 2015 of ~~$159.4~~$163 billion were up 4%6% from ~~second~~third quarter 2014. ~~First half 2015 average~~Average core deposits increased ~~4% from~~5% in the first nine months of 2015, compared with the same period a year ago. Noninterest expense was ~~up 3%~~down 1% from ~~second~~third quarter 2014 due to decreased

personnel expenses, partially offset by higher operating losses reflecting increased litigation accruals, and up 4%2% from the first ~~half~~nine months of 2014 largely due to increased ~~personnel~~non-personnel expenses, ~~largely broker commissions, and~~primarily as a result of higher operating losses reflecting increased litigation accruals. Total provision for credit losses increased ~~$15~~$19 million and ~~$20~~$39 million from the ~~second~~third quarter and first ~~half~~nine months of 2014, respectively, driven primarily by lower allowance releases.

1516

Balance Sheet Analysis (continued)

Balance Sheet Analysis

At ~~June~~September 30, 2015, our assets totaled ~~$1.7~~$1.8 trillion, up ~~$33.5~~$64.1 billion from December 31, 2014. The predominant areas of asset growth were in investment securities, which increased ~~$27.8~~$32.1 billion, loans, which increased ~~$25.9~~$40.7 billion (including $11.5 billion from the second quarter GE Capital commercial real estate loan purchase and financing transaction) and mortgages held for sale, which increased ~~$5.9~~$2.3 billion. A decrease in federal funds sold and other short-term investments of ~~$26.2~~$3.6 billion combined with deposit growth of ~~$17.5~~$33.9 billion, an increase in short-term borrowings of ~~$19.4~~$24.6 billion, and total equity growth of ~~$5.4~~$8.8 billion from December 31, 2014, were the predominant

~~predominant~~ sources that funded our asset growth in the first ~~half~~nine months of 2015. Equity growth benefited from ~~$7.1~~$10.6 billion in earnings net of dividends paid.

The following discussion provides additional information about the major components of our balance sheet. Information regarding our capital and changes in our asset mix is included in the “Earnings Performance – Net Interest Income” and “Capital Management” sections and Note 19 (Regulatory and Agency Capital Requirements) to Financial Statements in this Report.

															Investment Securities	Table 5: Investment Securities – Summary
	June 30, 2015				December 31, 2014			September 30, 2015				December 31, 2014
(in millions)	Amortized Cost		Net unrealized gain	Fair value	Amortized Cost	Net unrealized gain	Fair value	Amortized Cost		Net unrealized gain	Fair value	Amortized Cost	Net unrealized gain	Fair value
Available-for-sale securities:
Debt securities	$	253,785	4,395	258,180	247,747	6,019	253,766	$	260,429	4,036	264,465	247,747	6,019	253,766
Marketable equity securities	1,145		1,342	2,487	1,906	1,770	3,676	1,118		823	1,941	1,906	1,770	3,676
Total available-for-sale securities	254,930		5,737	260,667	249,653	7,789	257,442	261,547		4,859	266,406	249,653	7,789	257,442
Held-to-maturity debt securities	80,102		213	80,315	55,483	876	56,359	78,668		1,451	80,119	55,483	876	56,359
Total investment securities (1)	$	335,032	5,950	340,982	305,136	8,665	313,801	$	340,215	6,310	346,525	305,136	8,665	313,801


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

Table 5 presents a summary of our investment securities portfolio, which increased ~~$27.8~~$32.1 billion from December 31, 2014, ~~predominantly~~primarily due to purchases of U.S. Treasury securities and Federal agency mortgage-backed securities. The total net unrealized gains on available-for-sale securities were ~~$5.7~~$4.9 billion at ~~June~~September 30, 2015, down from $7.8 billion at December 31, 2014, primarily due ~~primarily~~ to ~~an increase in~~realized securities gains and credit spread widening partially offset by lower long-term interest rates. For a discussion of our investment management objectives and practices, see the "Balance Sheet Analysis" section of our 2014 Form 10-K. Also, see the “Risk Management - Asset/Liability Management” section in this Report for information on our use of investments to manage liquidity and interest rate risk.

We analyze securities for other-than-temporary impairment (OTTI) quarterly or more often if a potential loss-triggering event occurs. Of the ~~$169~~$308 million in OTTI write-downs recognized in earnings in the first ~~half~~nine months of 2015, ~~$51~~$123 million related to debt securities and ~~$117~~$2 million related to marketable equity securities, which are included in available-for-sale securities. Another $183 million in OTTI write-downs were related to nonmarketable equity investments, which are included in other assets. For a discussion of our OTTI accounting policies and underlying considerations and analysis see Note 1 (Summary of Significant Accounting Policies) to Financial Statements in our 2014 Form 10-K and Note 4 (Investment Securities) to Financial Statements in this Report.

At ~~June~~September 30, 2015, investment securities included ~~$50.5~~$51.6 billion of municipal bonds, of which ~~93.0%~~93.6% were rated “A-” or better based predominantly on external and, in some cases, internal ratings. Additionally, some of the securities in our total municipal bond portfolio are guaranteed against loss by bond insurers. These guaranteed bonds are substantially all investment grade and were generally underwritten in accordance with our

own investment standards prior to the determination to purchase, without relying on the bond insurer’s guarantee in making the investment decision. The credit quality of our

municipal bond holdings are monitored as part of our ongoing impairment analysis.

The weighted-average expected maturity of debt securities available-for-sale was ~~6.6~~6.3 years at ~~June~~September 30, 2015. Because 48% of this portfolio is MBS, the expected remaining maturity is shorter than the remaining contractual maturity because borrowers generally have the right to prepay obligations before the underlying mortgages mature. The estimated effects of a 200 basis point increase or decrease in interest rates on the fair value and the expected remaining maturity of the MBS available-for-sale portfolio are shown in Table 6.

											Table 6: Mortgage-Backed Securities Available-for-Sale
(in billions)	Fair value		Net unrealized gain (loss)		Expected remaining maturity (in years)	Fair value		Net unrealized gain (loss)		Expected remaining maturity (in years)
At June 30, 2015
At September 30, 2015
Actual	$	123.8	2.8		4.9	$	127.9	3.5		4.3
Assuming a 200 basis point:
Increase in interest rates	112.8		(8.2	)	6.7	117.3		(7.1	)	6.2
Decrease in interest rates	128.3		7.3		2.6	131.5		7.1		2.4

The weighted-average expected maturity of debt securities held-to-maturity was ~~6.5~~6.0 years at ~~June~~September 30, 2015. See Note 4 (Investment Securities) to Financial Statements in this Report for a summary of investment securities by security type.

1617

~~Balance Sheet Analysis (continued~~)

Loan ~~Portfolio~~Portfolios

Total loans were ~~$888.5~~$903.2 billion at ~~June~~September 30, 2015, up ~~$25.9~~$40.7 billion from December 31, 2014. Table 7 provides a summary of total outstanding loans by core and non-strategic/liquidating loan portfolios. Loans in the core portfolio grew ~~$30.3~~$47.4 billion from December 31, 2014, primarily due to growth in commercial and industrial and real estate ~~construction~~mortgage loans within ~~the~~

the commercial loan portfolio segment, which included the GE Capital commercial real estate loan purchase and ~~associated~~related financing transaction ~~announced~~that settled late in ~~first~~second quarter 2015. Non-strategic/liquidating portfolios decreased by ~~$4.4~~$6.8 billion. Additional information on the non-strategic and liquidating loan portfolios is included in Table 12 in the “Risk Management – Credit Risk Management” section in this Report.


Table 7: Loan Portfolios	Table 7: Loan Portfolios
		June 30, 2015					December 31, 2014				September 30, 2015					December 31, 2014
(in millions)		Core		Liquidating		Total	Core	Liquidating		Total	Core		Non-strategic and liquidating		Total	Core	Non-strategic and liquidating		Total
Commercial		$	437,430	592		438,022	413,701	1,125		414,826	$	446,832	506		447,338	413,701	1,125		414,826
Consumer		394,670		55,767		450,437	388,062	59,663		447,725	402,363		53,532		455,895	388,062	59,663		447,725
Total loans		$	832,100	56,359		888,459	801,763	60,788		862,551	$	849,195	54,038		903,233	801,763	60,788		862,551
Change from prior year-end		$	30,337	(4,429	)	25,908	60,343	(20,078	)	40,265	$	47,432	(6,750	)	40,682	60,343	(20,078	)	40,265

A discussion of average loan balances and a comparative detail of average loan balances is included in Table 1 under “Earnings Performance – Net Interest Income” earlier in this Report. Additional information on total loans outstanding by portfolio segment and class of financing receivable is included in the “Risk Management – Credit Risk Management” section in this Report. Period-end balances and other loan related information are in Note 5 (Loans and Allowance for Credit Losses) to Financial Statements in this Report.

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

																			Table 8: Maturities for Selected Commercial Loan Categories
	June 30, 2015					December 31, 2014				September 30, 2015					December 31, 2014
(in millions)	Within one year		After one year through five years	After five years	Total	Within one year	After one year through five years	After five years	Total	Within one year		After one year through five years	After five years	Total	Within one year	After one year through five years	After five years	Total
Selected loan maturities:
Commercial and industrial	$	79,986	182,824	22,007	284,817	76,216	172,801	22,778	271,795	$	85,294	183,395	23,545	292,234	76,216	172,801	22,778	271,795
Real estate mortgage	17,980		65,933	35,782	119,695	17,485	61,092	33,419	111,996	18,307		67,289	35,656	121,252	17,485	61,092	33,419	111,996
Real estate construction	6,981		12,939	1,389	21,309	6,079	11,312	1,337	18,728	7,300		12,967	1,443	21,710	6,079	11,312	1,337	18,728
Total selected loans	$	104,947	261,696	59,178	425,821	99,780	245,205	57,534	402,519	$	110,901	263,651	60,644	435,196	99,780	245,205	57,534	402,519
Distribution of loans to changes in interest rates:
Loans at fixed interest rates	$	18,523	27,268	22,001	67,792	15,574	25,429	20,002	61,005	$	18,544	27,750	22,982	69,276	15,574	25,429	20,002	61,005
Loans at floating/variable interest rates	86,424		234,428	37,177	358,029	84,206	219,776	37,532	341,514	92,357		235,901	37,662	365,920	84,206	219,776	37,532	341,514
Total selected loans	$	104,947	261,696	59,178	425,821	99,780	245,205	57,534	402,519	$	110,901	263,651	60,644	435,196	99,780	245,205	57,534	402,519

1718

Balance Sheet Analysis (continued)

Deposits

Deposits totaled $1.2 trillion at both ~~June~~September 30, 2015, and December 31, 2014. Table 9 provides additional information regarding deposits. Deposit growth of ~~$17.5~~$33.9 billion from December 31, 2014, reflected continued ~~customer-driven~~broad-based growth ~~as well as liquidity-related issuances of term deposits.~~across commercial and consumer businesses. Information regarding the impact of deposits on net interest income and a

~~income and a~~ comparison of average deposit balances is provided in “Earnings Performance – Net Interest Income” and Table 1 earlier in this Report. Total core deposits were $1.1 trillion at ~~June~~September 30, 2015, up ~~$28.3~~$39.7 billion from December 31, 2014.

																					Table 9: Deposits
($ in millions)	Jun 30, 2015		% of total deposits		Dec 31, 2014		% of total deposits		% % Change		Sep 30, 2015		% of total deposits		Dec 31, 2014		% of total deposits		% Change
Noninterest-bearing	$	343,581	28	%	$	321,962	27	%	7		$	339,760	28	%	$	321,962	27	%	6
Interest-bearing checking	42,950		4		41,713		4		3		38,943		3		41,713		4		(7	)
Market rate and other savings	597,865		50		585,530		50		2		611,258		51		585,530		50		4
Savings certificates	31,500		3		35,354		3		(11	)	30,335		3		35,354		3		(14	)
Foreign deposits (1)	66,738		6		69,789		6		(4	)	73,787		6		69,789		6		6
Core deposits	1,082,634		91		1,054,348		90		3		1,094,083		91		1,054,348		90		4
Other time and savings deposits	68,110		6		76,322		7		(11	)	67,343		6		76,322		7		(12	)
Other foreign deposits	35,084		3		37,640		3		(7	)	40,753		3		37,640		3		8
Total deposits	$	1,185,828	100	%	$	1,168,310	100	%	1		$	1,202,179	100	%	$	1,168,310	100	%	3


(1)	Reflects Eurodollar sweep balances included in core deposits.

Fair Value of Financial Instruments

We use fair value measurements to record fair value adjustments to certain financial instruments and to determine fair value disclosures. See our 2014 Form 10-K for a description of our critical accounting policy related to fair value of financial instruments and a discussion of our fair value measurement techniques.

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

													Table 10: Fair Value Level 3 Summary
	June 30, 2015				December 31, 2014		September 30, 2015				December 31, 2014
($ in billions)	Total balance			Level 3 (1)	Total balance	Level 3 (1)	Total balance			Level 3 (1)	Total balance	Level 3 (1)
Assets carried at fair value	$	386.7		29.9	378.1	32.3	$	382.7		28.4	378.1	32.3
As a percentage of total assets	22		%	2	22	2	22		%	2	22	2
Liabilities carried at fair value	$	30.6		2.0	34.9	2.3	$	32.8		1.5	34.9	2.3
As a percentage of total liabilities	2		%	*	2	*	2		%	*	2	*

* Less than 1%.

(1) Excludes derivative netting adjustments.

See Note 13 (Fair Values of Assets and Liabilities) to Financial Statements in this Report for additional information on fair value measurements and a description of the Level 1, 2 and 3 fair value hierarchy.

Equity

Total equity was ~~$190.7~~$194.0 billion at ~~June~~September 30, 2015 compared with $185.3 billion at December 31, 2014. The increase was predominantly driven by a ~~$7.1~~$10.6 billion increase in retained earnings from earnings net of dividends paid, and a ~~$2.4~~$3.2 billion increase in preferred stock, partially offset by a net reduction in common stock due to repurchases.

1819

Off-Balance Sheet Arrangements

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

Commitments to Lend and Purchase Securities

We enter into commitments to lend funds to customers, which are usually at a stated interest rate, if funded, and for specific purposes and time periods. When we make commitments, we are exposed to credit risk. However, the maximum credit risk for these commitments will generally be lower than the contractual amount because a portion of these commitments are expected to expire without being used by the customer. For more information on lending commitments, see Note 5 (Loans and Allowance for Credit Losses) to Financial Statements in this Report. We also enter into commitments to purchase securities under resale agreements. For more information on commitments to purchase securities under resale agreements, see Note 3 (Federal Funds Sold, Securities Purchased under Resale Agreements and Other Short-Term Investments) to Financial Statements in this Report.

Transactions with Unconsolidated Entities

We routinely enter into various types of on- and off-balance sheet transactions with special purpose entities (SPEs), which are corporations, trusts or partnerships that are established for a limited purpose. Generally, SPEs are formed in connection with securitization transactions. For more information on securitizations, including sales proceeds and cash flows from securitizations, see Note 7 (Securitizations and Variable Interest Entities) to Financial Statements in this Report.

Guarantees and Certain Contingent Arrangements

Guarantees are contracts that contingently require us to make payments to a guaranteed party based on an event or a change in an underlying asset, liability, rate or index. Guarantees are generally in the form of standby letters of credit, securities lending and other indemnifications, written put options, recourse obligations and other types of guarantee arrangements.

For more information on guarantees and certain contingent arrangements, see Note 10 (Guarantees, Pledged Assets and Collateral) to Financial Statements in this Report.

Derivatives

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

For more information on derivatives, see Note 12 (Derivatives) to Financial Statements in this Report.

Other Commitments

We also have other off-balance sheet transactions, including obligations to make rental payments under noncancelable operating leases and commitments to purchase certain debt and equity securities. Our operating lease obligations are discussed in Note 7 (Premises, Equipment, Lease Commitments and Other Assets) to Financial Statements in our 2014 Form 10-K. For more information on commitments to purchase debt and equity securities, see the “Off-Balance Sheet Arrangements” section in our 2014 Form 10-K.

1920

Risk Management

Financial institutions must manage a variety of business risks that can significantly affect their financial performance. Among the key risks that we must manage are operational risks, credit risks, and asset/liability management risks, which include interest rate, market, and liquidity and funding risks. Our risk culture is strongly rooted in our Vision and Values, and in order to succeed in our mission of satisfying our customers’ financial needs and helping them succeed financially, our business practices and operating model must support prudent risk management practices. For more information about how we manage these risks, see the “Risk Management” section in our 2014 Form 10-K. The discussion that follows provides an update regarding these risks.

Operational Risk Management

Operational risk is the risk of loss resulting from inadequate or failed internal controls and processes, people and systems, or resulting from external events. These losses may be caused by events such as fraud, breaches of customer privacy, business disruptions, inappropriate employee behavior, vendors that do not perform their responsibilities and regulatory fines and penalties.

Information security is a significant operational risk for financial institutions such as Wells Fargo, and includes the risk of losses resulting from cyber attacks. Wells Fargo and other financial institutions continue to be the target of various evolving and adaptive cyber attacks, including malware and denial-of-service, as part of an effort to disrupt the operations of financial institutions, potentially test their cybersecurity capabilities, or obtain confidential, proprietary or other information. Wells Fargo has not experienced any material losses relating to these or other cyber attacks. Addressing cybersecurity risks is a priority for Wells Fargo, and we continue to develop and enhance our controls, processes and systems in order to protect our networks, computers, software and data from attack, damage or unauthorized access. We are also proactively involved in industry cybersecurity efforts and working with other parties, including our third-party service providers and governmental agencies, to continue to enhance defenses and improve resiliency to cybersecurity threats. See the “Risk Factors” section in our 2014 Form 10-K for additional information regarding the risks associated with a failure or breach of our operational or security systems or infrastructure, including as a result of cyber attacks.

Credit Risk Management

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

							Table 11: Total Loans Outstanding by Portfolio Segment and Class of Financing Receivable
(in millions)	Jun 30, 2015		Dec 31, 2014	Sep 30, 2015		Dec 31, 2014
Commercial:
Commercial and industrial	$	284,817	271,795	$	292,234	271,795
Real estate mortgage	119,695		111,996	121,252		111,996
Real estate construction	21,309		18,728	21,710		18,728
Lease financing	12,201		12,307	12,142		12,307
Total commercial	438,022		414,826	447,338		414,826
Consumer:
Real estate 1-4 family first mortgage	267,868		265,386	271,311		265,386
Real estate 1-4 family junior lien mortgage	56,164		59,717	54,592		59,717
Credit card	31,135		31,119	32,286		31,119
Automobile	57,801		55,740	59,164		55,740
Other revolving credit and installment	37,469		35,763	38,542		35,763
Total consumer	450,437		447,725	455,895		447,725
Total loans	$	888,459	862,551	$	903,233	862,551

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

Loan concentrations and related credit quality

Counterparty credit risk

Economic and market conditions

Legislative or regulatory mandates

Changes in interest rates

Merger and acquisition activities

Reputation risk

Our credit risk management oversight process is governed centrally, but provides for decentralized management and accountability by our lines of business. Our overall credit process includes comprehensive credit policies, disciplined credit underwriting, frequent and detailed risk measurement and modeling, extensive credit training programs, and a continual loan review and audit process.

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

2021

~~Risk Management - Credit Risk Management (continued~~)

Credit Quality Overview Credit quality ~~continued to improve during second~~remained solid in third quarter 2015 due in part to an improving ~~economic conditions, in particular the~~ housing market, as well as our proactive credit risk management activities. We continued to benefit from improvements in the performance of our residential real estate portfolio, offset by an increase in our commercial allowance to reflect deterioration in the oil and gas sector. In particular:

Although commercial nonaccrual loans increased to $~~2.5~~2.3 billion at ~~June~~September 30, 2015, compared with $2.2 billion at December 31, 2014, consumer nonaccrual loans declined to $~~9.9~~9.2 billion at ~~June~~September 30, 2015, compared with $10.6 billion at December 31, 2014. The increase in commercial nonaccrual loans was primarily driven by deterioration in the oil and gas portfolio, and the ~~decrease~~decline in consumer nonaccrual loans was primarily driven by credit improvement in real estate 1-4 family first mortgage loans. Nonaccrual loans represented ~~1.40%~~1.28% of total loans at ~~June~~September 30, 2015, compared with 1.49% at December 31, 2014.

Net charge-offs (annualized) as a percentage of average total loans improved to ~~0.30%~~0.31% in both the third quarter and first nine months of 2015, compared with 0.32% and ~~0.32%~~0.36% ~~in the~~ ~~second~~ ~~quarter and first half of 2015, respectively, compared with~~ ~~0.35%~~ ~~and~~ ~~0.38%~~, respectively, for the same periods a year ago. Net charge-offs (annualized) as a percentage of our average commercial and consumer portfolios were ~~0.06%~~0.08% and 0.53% in ~~second~~third quarter and ~~0.05%~~0.06% and ~~0.56%~~0.55% in the first ~~half~~nine months of 2015, respectively, compared with ~~0.03%~~(0.02)% and 0.62%, respectively, in ~~second~~third quarter, and ~~0.02%~~less than 0.01% and ~~0.68%~~0.66%, respectively, in the first ~~half~~nine months of 2014.

Loans that are not government insured/guaranteed and 90 days or more past due and still accruing were $2777 million and $~~729~~795 million in our commercial and consumer portfolios, respectively, at ~~June~~September 30, 2015, compared with $47 million and $873 million at December 31, 2014.

~~Various economic indicators such as home prices influenced our evaluation of the allowance and provision for credit losses. Accordingly:~~

Our provision for credit losses was $~~300~~703 million in ~~second~~third quarter 2015 and $~~908 million~~1.6 billion during the first ~~half~~nine months of 2015, compared with $~~217~~368 million and $~~542~~910 million, respectively, for the same periods a year ago.

The allowance for credit losses decreased to $12.6 billion, or ~~1.42%~~1.39% of total loans, at ~~June~~September 30, 2015 from $13.2 billion, or 1.53%, at December 31, 2014.

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

Non-Strategic and Liquidating Loan Portfolios We continually evaluate and, when appropriate, modify our credit policies to address appropriate levels of risk. We may designate certain portfolios and loan products as non-strategic or liquidating after which we cease their continued origination and actively work to limit losses and reduce our exposures.

Table 12 identifies our non-strategic and liquidating loan portfolios. They consist primarily of the Pick-a-Pay mortgage portfolio and PCI loans acquired from Wachovia, certain portfolios from legacy Wells Fargo Home Equity and Wells Fargo Financial, and our Education Finance government guaranteed student loan portfolio. The total balance of our non-strategic and liquidating loan portfolios has decreased ~~70%~~72% since the merger with Wachovia at December 31, 2008, and decreased 7%11% from the end of 2014.

Additional information regarding the liquidating PCI and Pick-a-Pay loan portfolios is provided in the discussion of loan portfolios that follows.


Table 12: Non-Strategic and Liquidating Loan Portfolios
	Outstanding balance				Outstanding balance
	June 30,		December 31,		Sep 30,		December 31,
(in millions)	2015		2014	2008	2015		2014	2008
Commercial:
Legacy Wachovia commercial and industrial and commercial real estate PCI loans (1)	$	592	1,125	18,704	$	506	1,125	18,704
Total commercial	592		1,125	18,704	506		1,125	18,704
Consumer:
Pick-a-Pay mortgage (1)(2)	42,222		45,002	95,315	40,578		45,002	95,315
Legacy Wells Fargo Financial debt consolidation (3)	10,702		11,417	25,299	10,315		11,417	25,299
Liquidating home equity	2,566		2,910	10,309	2,388		2,910	10,309
Legacy Wachovia other PCI loans (1)	262		300	2,478	240		300	2,478
Legacy Wells Fargo Financial indirect auto (3)	15		34	18,221	11		34	18,221
Education Finance - government insured	—		—	20,465	—		—	20,465
Total consumer	55,767		59,663	172,087	53,532		59,663	172,087
Total non-strategic and liquidating loan portfolios	$	56,359	60,788	190,791	$	54,038	60,788	190,791


(1)	Net of purchase accounting adjustments related to PCI loans.


(2)	Includes PCI loans of $~~20.4~~19.7 billion, $21.5 billion and $37.6 billion at ~~June~~September 30, 2015, and December 31, 2014 and 2008, respectively.


(3)	When we refer to “legacy Wells Fargo”, we mean Wells Fargo excluding Wachovia Corporation (Wachovia).

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Risk Management - Credit Risk Management (continued)

PURCHASED CREDIT-IMPAIRED (PCI) LOANS Loans acquired with evidence of credit deterioration since their origination and where it is probable that we will not collect all contractually required principal and interest payments are PCI loans. A nonaccretable difference is established for PCI loans to absorb losses expected on the contractual amounts of those loans in excess of the fair value recorded at the date of acquisition. Amounts absorbed by the nonaccretable difference do not affect the income statement or the allowance for credit losses. Substantially all of our PCI loans were acquired in the Wachovia acquisition on December 31, 2008. PCI loans are recorded at fair value at the date of acquisition, and the historical allowance for credit losses related to these loans is not carried over. The carrying value of PCI loans totaled ~~$21.6~~$20.7 billion at ~~June~~September 30, 2015, down from $23.3 billion and $58.8 billion at December 31, 2014 and December 31, 2008, respectively, and $3.0 billion in nonaccretable difference remains at ~~June~~September 30, 2015, to absorb losses on PCI loans. Such loans are considered to be accruing due to the existence of the accretable yield and not based on consideration given to contractual interest payments.

Since December 31, 2008, we have released ~~over~~ $10.6 billion in nonaccretable difference, including $8.6 billion transferred from the nonaccretable difference to the accretable yield and $2.0 billion released to income through loan resolutions. Also, we have provided $1.7 billion for losses on certain PCI loans or pools of PCI loans that have had credit-related decreases to cash flows expected to be collected. Through ~~June~~September 30, 2015, cumulative losses on PCI loans were $8.9 billion lower than our December 31, 2008 initial expectation of $41.0 billion.

For additional information on PCI loans, see the “Risk Management - Credit Risk Management - Purchased Credit-Impaired Loans” section and Note 1 (Summary of Significant Accounting Policies) to Financial Statements in our 2014 Form 10-K, and Note 5 (Loans and Allowance for Credit Losses) to Financial Statements in this Report.

2223

~~Risk Management - Credit Risk Management (continued~~)

Significant Loan Portfolio Reviews Measuring and monitoring our credit risk is an ongoing process that tracks delinquencies, collateral values, FICO scores, economic trends by geographic areas, loan-level risk grading for certain portfolios (typically commercial) and other indications of credit risk. Our credit risk monitoring process is designed to enable early identification of developing risk and to support our determination of an appropriate allowance for credit losses. The following discussion provides additional characteristics and analysis of our significant portfolios. See Note 5 (Loans and Allowance for Credit Losses) to Financial Statements in this Report for more analysis and credit metric information for each of the following portfolios.

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

The commercial and industrial loans and lease financing portfolio totaled ~~$297.0~~$304.4 billion, or ~~33%~~34% of total loans, at ~~June~~September 30, 2015. The annualized net charge-off rate for this portfolio was ~~0.11%~~0.17% and ~~0.10%~~0.13% in the ~~second~~third quarter and first ~~half~~nine months of 2015, respectively, compared with ~~0.10%~~0.11% and ~~0.09% in~~0.10% for the same periods a year ago. At ~~June~~September 30, 2015, ~~0.37%~~0.35% of this portfolio was nonaccruing, compared with 0.20% at December 31, 2014. In addition, ~~$16.5~~$18.1 billion of this portfolio was rated as criticized in accordance with regulatory guidance at ~~June~~September 30, 2015, compared with $16.7 billion at December 31, 2014. The increase in nonaccrual and criticized loans in this portfolio was predominantly in the oil and gas sector.

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

Table 13 provides a breakout of commercial and industrial loans and lease financing by industry, and includes ~~$45.1~~$46.7 billion of foreign loans at ~~June~~September 30, 2015, that were reported in a separate foreign loan class in prior periods. Foreign loans totaled ~~$13.6~~$14.3 billion within the investor category, ~~$17.5~~$17.3 billion within the financial institutions category and ~~$1.5~~$1.6 billion within the oil and gas category.

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

We provide financial institutions with a variety of relationship focused products and services, including loans supporting short-term trade finance and working capital needs. The ~~$17.5~~$17.3 billion of foreign loans in the financial institutions category were primarily originated by our Global Financial Institutions (GFI) business.

Slightly more than half of our oil and gas loans were to businesses in the exploration and production (E&P) sector. Most of these E&P loans are secured by oil and/or gas reserves and have underlying borrowing base arrangements which include regular (typically semi-annual) “redeterminations” that consider refinements to borrowing structure and prices used to determine borrowing limits. All other oil and gas loans were to midstream and services and equipment companies. Driven by a drop in energy prices and the results of our spring redeterminations, our oil and gas nonaccrual loans increased to ~~$508~~$566 million at ~~June~~September 30, 2015, compared with $76 million at December 31, 2014.

													Table 13: Commercial and Industrial Loans and Lease Financing by Industry (1)
	June 30, 2015						September 30, 2015
(in millions)	Nonaccrual loans		Total portfolio	(2)	% of total loans		Nonaccrual loans		Total portfolio	(2)	% of total loans
Investors	$	27	46,858		5	%	$	23	48,479		5	%
Financial institutions	62		35,635		4		56		38,080		4
Oil and gas	508		17,378		2		566		17,433		2
Cyclical retailers	18		14,788		2		20		15,460		2
Food and beverage	16		14,709		2
Real estate lessor							4		14,657		2
Healthcare	32		14,311		2		47		14,373		2
Industrial equipment	20		14,109		1		22		14,247		2
Real estate lessor	3		13,296		1
Food and beverage							13		13,845		1
Technology							28		8,974		1
Public administration	9		8,400		1		7		8,264		1
Technology	32		8,347		1
Transportation	42		7,969		1		37		8,193		1
Business services	23		6,977		1		25		6,699		1
Other	315		94,241	(3)	10		212		95,672	(3)	10
Total	$	1,107	297,018		33	%	$	1,060	304,376		34	%


(1)	Industry categories are based on the North American Industry Classification System and the amounts reported include foreign loans. See Note 5 (Loans and Allowance for Credit Losses) to Financial Statements in this Report for a breakout of commercial foreign loans.


(2)	Includes $8671 million of PCI loans, which are considered to be accruing due to the existence of the accretable yield and not based on consideration given to contractual interest payments.


(3)	No other single industry had total loans in excess of $~~6.1~~6.3 billion.

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Risk Management - Credit Risk Management (continued)

COMMERCIAL REAL ESTATE (CRE) We generally subject CRE loans to individual risk assessment using our internal borrower and collateral quality ratings. Our ratings are aligned to regulatory definitions of pass and criticized categories with criticized divided between special mention, substandard, doubtful and loss categories. The CRE portfolio, which included ~~$9.5~~$9.1 billion of foreign CRE loans, totaled ~~$141.0~~$143.0 billion, or 16%, of total loans at ~~June~~September 30, 2015, and consisted of ~~$119.7~~$121.3 billion of mortgage loans and ~~$21.3~~$21.7 billion of construction loans.

During second quarter 2015, we closed $11.5 billion in loans under agreements announced on April 10, 2015, to purchase commercial real estate loans from GE Capital and provide financing to Blackstone Mortgage Trust for its purchase of a GE Capital commercial mortgage portfolio. We expect the remaining balance of approximately $400 million of loans under these agreements to close in third quarter 2015. The loans purchased from GE Capital were recorded at fair value, which reflected a lifetime credit loss adjustment and therefore did not initially require additions to the allowance as would typically be

~~associated with commercial loan growth.~~

Table 14 summarizes CRE loans by state and property type with the related nonaccrual totals. The portfolio is diversified both geographically and by property type. The largest geographic concentrations of combined CRE loans are in California and Texas which represented 27% and 8% of the total CRE portfolio,

respectively. By property type, the largest concentrations are office buildings at ~~27%~~28% and apartments at 15% of the portfolio. CRE nonaccrual loans totaled ~~1.0%~~0.9% of the CRE outstanding balance at ~~June~~September 30, 2015, compared with 1.3% at December 31, 2014. At ~~June~~September 30, 2015, we had ~~$8.1~~$7.5 billion of criticized CRE mortgage loans, compared with $7.9 billion at December 31, 2014, and ~~$842~~$681 million of criticized CRE construction loans, down from $949 million at December 31, 2014.

At ~~June~~September 30, 2015, the recorded investment in PCI CRE loans totaled ~~$787~~$706 million, down from $12.3 billion when acquired at December 31, 2008, reflecting principal payments, loan resolutions and write-downs.

																										Table 14: CRE Loans by State and Property Type
	June 30, 2015												September 30, 2015
	Real estate mortgage				Real estate construction			Total					Real estate mortgage					Real estate construction			Total
(in millions)	Nonaccrual loans		Total portfolio	(1)	Nonaccrual loans	Total portfolio	(1)	Nonaccrual loans	Total portfolio	(1)	% of total loans		Nonaccrual loans			Total portfolio	(1)	Nonaccrual loans	Total portfolio	(1)	Nonaccrual loans	Total portfolio	(1)	% of total loans
By state:
California	$	296	34,066		9	3,983		305	38,049		4	%	$	266		34,410		13	4,131		279	38,541		4	%
Texas	83		8,982		1	2,060		84	11,042		1		75			9,052		1	1,952		76	11,004		1
Florida	144		8,035		4	1,955		148	9,990		1		123			7,969		1	1,937		124	9,906		1
New York	33		7,334		14	1,779		47	9,113		1		33			8,038		13	1,546		46	9,584		1
North Carolina	77		3,940		7	842		84	4,782		1		75			3,867		6	822		81	4,689		1
Arizona	55		3,726		1	502		56	4,228		*		55			3,733		1	586		56	4,319		*
Washington	32		3,433		—	784		32	4,217		*		32			3,484		—	723		32	4,207		*
Georgia	104		3,516		21	478		125	3,994		*		95			3,598		19	455		114	4,053		*
Colorado													23			3,191		—	448		23	3,639		*
Illinois	4		3,260		1	332		5	3,592		*		4			3,015		—	356		4	3,371		*
Virginia	15		2,464		3	912		18	3,376		*
Other	407		40,939		104	7,682		511	48,621	(2)	5		344		��	40,895		97	8,754		441	49,649	(2)	5
Total	$	1,250	119,695		165	21,309		1,415	141,004		16	%	$	1,125		121,252		151	21,710		1,276	142,962		16	%
By property:
Office buildings	$	333	35,790		—	2,870		333	38,660		4	%	$	289		37,050		—	3,192		289	40,242		4	%
Apartments	46		13,756		—	7,347		46	21,103		2		43			13,824		—	7,340		43	21,164		2
Industrial/warehouse	223		12,551		—	1,272		223	13,823		2		194			13,082		—	1,280		194	14,362		2
Retail (excluding shopping center)	162		12,561		—	807		162	13,368		2		152			12,897		—	797		152	13,694		2
Shopping center													55			9,935		—	1,247		55	11,182		1
Real estate - other	136		11,221		—	350		136	11,571		1		130			10,771		—	264		130	11,035		1
Shopping center	66		9,987		—	1,197		66	11,184		1
Hotel/motel	35		9,875		—	1,138		35	11,013		1		29			9,710		—	1,079		29	10,789		1
Institutional	42		3,148		—	572		42	3,720		*		41			3,172		—	564		41	3,736		*
Land (excluding 1-4 family)	1		382		26	2,468		27	2,850		*		1			375		23	2,405		24	2,780		*
Agriculture	54		2,454		1	38		55	2,492		*		52			2,532		2	31		54	2,563		*
Other	152		7,970		138	3,250		290	11,220		1		139			7,904		126	3,511		265	11,415		1
Total	$	1,250	119,695		165	21,309		1,415	141,004		16	%	$	1,125		121,252		151	21,710		1,276	142,962		16	%


*	Less than 1%.


(1)	Includes a total of $~~787~~706 million PCI loans, consisting of $~~681~~606 million of real estate mortgage and $~~106~~100 million of real estate construction, which are considered to be accruing due to the existence of the accretable yield and not based on consideration given to contractual interest payments.


(2)	Includes 40 states; no state had loans in excess of $~~3.4~~3.3 billion.

2425

~~Risk Management - Credit Risk Management (continued~~)

FOREIGN LOANS AND COUNTRY RISK EXPOSURE We classify loans for financial statement and certain regulatory purposes as foreign primarily based on whether the borrower’s primary address is outside of the United States. At ~~June~~September 30, 2015, foreign loans totaled ~~$55.2~~$56.3 billion, ~~and included the purchase of $3.8 billion of loans from GE Capital. Foreign loans represented~~representing approximately 6% of our total consolidated loans outstanding, ~~at June 30, 2015,~~ compared with $50.6 billion, or approximately 6% of total consolidated loans outstanding, at December 31, 2014. Foreign loans were approximately 3% of our consolidated total assets at ~~June~~September 30, 2015 and at December 31, 2014.

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

We evaluate our individual country risk exposure on an ultimate country of risk basis, which is normally based on the country of residence of the guarantor or collateral location, and is different from the reporting based on the borrower’s primary address. Our largest single foreign country exposure on an ultimate risk basis at ~~June~~September 30, 2015, was the United Kingdom, which totaled ~~$22.8~~$27.3 billion, or approximately 1%2% of our total assets, and included ~~$4.4~~$9.4 billion of sovereign claims. Our United Kingdom sovereign claims arise predominantly from deposits we have placed with the Bank of England pursuant to regulatory requirements in support of our London branch.

We conduct periodic stress tests of our significant country risk exposures, analyzing the direct and indirect impacts on the risk of loss from various macroeconomic and capital markets scenarios. We do not have significant exposure to foreign country risks because our foreign portfolio is relatively small. However, we have identified exposure to increased loss from U.S. borrowers associated with the potential impact of a regional or worldwide economic downturn on the U.S. economy. We mitigate these potential impacts on the risk of loss through our normal risk management processes which include active monitoring and, if necessary, the application of aggressive loss mitigation strategies.

Table 15 provides information regarding our top 20 exposures by country (excluding the U.S.) and our Eurozone exposure, on an ultimate risk basis. We had no exposure to Greece and our exposure to Puerto Rico (considered part of U.S. exposure) is primarily through automobile lending and was not material to our consolidated country risk exposure.

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Risk Management - Credit Risk Management (continued)

																							Table 15: Select Country Exposures
	Lending (1)			Securities (2)		Derivatives and other (3)		Total exposure			Lending (1)			Securities (2)				Derivatives and other (3)		Total exposure
(in millions)	Sovereign		Non- sovereign	Sovereign	Non- sovereign	Sovereign	Non- sovereign	Sovereign	Non- sovereign (4)	Total	Sovereign		Non- sovereign	Sovereign		Non- sovereign		Sovereign	Non- sovereign	Sovereign	Non- sovereign (4)	Total
June 30, 2015
September 30, 2015
Top 20 country exposures:
United Kingdom	$	4,400	12,857	—	3,254	—	2,307	4,400	18,418	22,818	$	9,367	13,125	—		3,270		—	1,498	9,367	17,893	27,260
Canada	—		12,643	28	1,276	—	404	28	14,323	14,351	—		12,659	28		1,367		—	540	28	14,566	14,594
Cayman Islands											—		4,802	—		—		—	89	—	4,891	4,891
Germany											862		1,218	—		521		—	324	862	2,063	2,925
Netherlands											—		2,182	—		399		—	86	—	2,667	2,667
Ireland											37		2,295	—		254		—	33	37	2,582	2,619
Bermuda	—		2,976	—	143	—	33	—	3,152	3,152	—		2,356	—		148		—	35	—	2,539	2,539
Brazil											—		2,411	—		(4	)	—	3	—	2,410	2,410
China	—		3,034	—	69	6	17	6	3,120	3,126	—		2,236	1		79		56	9	57	2,324	2,381
Cayman Islands	—		3,066	—	—	—	57	—	3,123	3,123
Ireland	24		2,350	—	441	—	18	24	2,809	2,833
Netherlands	—		2,173	—	460	—	31	—	2,664	2,664
Brazil	—		2,637	—	3	—	4	—	2,644	2,644
Luxembourg	—		2,005	—	150	—	14	—	2,169	2,169	—		2,049	—		207		—	31	—	2,287	2,287
Germany	24		1,378	—	513	—	42	24	1,933	1,957
Switzerland											—		1,405	—		258		—	53	—	1,716	1,716
France	—		394	—	993	—	258	—	1,645	1,645	—		405	—		1,030		—	255	—	1,690	1,690
India											—		1,504	6		138		—	—	6	1,642	1,648
Turkey	—		1,633	—	—	—	2	—	1,635	1,635	—		1,595	—		—		—	1	—	1,596	1,596
India	—		1,326	6	153	—	—	6	1,479	1,485
Guernsey											—		1,548	—		(5	)	—	—	—	1,543	1,543
Australia	11		815	—	551	—	39	11	1,405	1,416	6		837	—		491		—	40	6	1,368	1,374
Switzerland	—		1,062	—	269	—	63	—	1,394	1,394
Jersey, C.I.											—		1,291	—		51		—	6	—	1,348	1,348
Mexico	—		1,103	—	48	1	151	1	1,302	1,303	—		1,136	—		43		93	4	93	1,183	1,276
Chile	—		1,215	—	22	1	35	1	1,272	1,273	—		1,184	—		22		1	51	1	1,257	1,258
South Korea	—		1,183	6	23	9	24	15	1,230	1,245	—		1,053	(10	)	38		26	—	16	1,091	1,107
Jersey, C.I.	—		1,203	—	40	—	1	—	1,244	1,244
Guernsey	—		1,173	—	—	—	—	—	1,173	1,173
Total top 20 country exposures	$	4,459	56,226	40	8,408	17	3,500	4,516	68,134	72,650	$	10,272	57,291	25		8,307		176	3,058	10,473	68,656	79,129
Eurozone exposure:
Eurozone countries included in Top 20 above (5)	$	48	8,300	—	2,557	—	363	48	11,220	11,268	$	899	8,149	—		2,411		—	729	899	11,289	12,188
Spain	—		209	—	33	—	6	—	248	248	—		280	—		36		—	11	—	327	327
Belgium											—		308	—		6		—	1	—	315	315
Austria											—		170	—		8		—	—	—	178	178
Italy	—		129	—	92	—	12	—	233	233	—		82	—		76		—	3	—	161	161
Austria	—		178	—	12	—	2	—	192	192
Belgium	—		108	—	19	—	2	—	129	129
Other Eurozone exposure (6)	18		26	—	8	—	7	18	41	59	19		25	—		12		—	10	19	47	66
Total Eurozone exposure	$	66	8,950	—	2,721	—	392	66	12,063	12,129	$	918	9,014	—		2,549		—	754	918	12,317	13,235

(1)

Lending exposure includes funded loans and unfunded commitments, leveraged leases, and money market placements presented on a gross basis prior to the deduction of impairment allowance and collateral received under the terms of the credit agreements. For the countries listed above, includes $4843 million in PCI loans, predominantly to customers in the Netherlands and Germany, and $~~1.4~~1.3 billion in defeased leases secured ~~largely~~primarily by U.S. Treasury and government agency securities, or government guaranteed.


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

(3)

Represents counterparty exposure on foreign exchange and derivative contracts, and securities resale and lending agreements. This exposure is presented net of counterparty netting adjustments and reduced by the amount of cash collateral. It includes credit default swaps (CDS) predominantly used to manage our U.S. and London-based cash credit trading businesses, which sometimes results in selling and purchasing protection on the identical reference entity. Generally, we do not use market instruments such as CDS to hedge the credit risk of our investment or loan positions, although we do use them to manage risk in our trading businesses. At ~~June~~September 30, 2015, the gross notional amount of our CDS sold that reference assets in the Top 20 or Eurozone countries was $~~2.5~~2.4 billion, which was offset by the notional amount of CDS purchased of $~~2.6~~2.5 billion. We did not have any CDS purchased or sold that reference pools of assets that contain sovereign debt or where the reference asset was solely the sovereign debt of a foreign country.


(4)	For countries presented in the table, total non-sovereign exposure comprises $~~19.5~~19.1 billion exposure to financial institutions and $~~49.5~~50.6 billion to non-financial corporations at ~~June~~September 30, 2015.


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


(6)	Includes non-sovereign exposure to Portugal in the amount of $25 million. We had no non-sovereign exposure to Greece, and no sovereign debt exposure to either of these countries at ~~June~~September 30, 2015.

2627

~~Risk Management - Credit Risk Management (continued~~)

REAL ESTATE 1-4 FAMILY FIRST AND JUNIOR LIEN MORTGAGE LOANS Our real estate 1-4 family first and junior lien mortgage loans primarily include loans we have made to customers and retained as part of our asset/liability management strategy. These loans, as presented in Table 16, include the Pick-a-Pay portfolio acquired from Wachovia which is discussed later

in this Report. These loans also include other purchased loans and loans included on our balance sheet as a result of consolidation of variable interest entities (VIEs).


Table 16: Real Estate 1-4 Family First and Junior Lien Mortgage Loans
	June 30, 2015				December 31, 2014				September 30, 2015				December 31, 2014
(in millions)	Balance		% of portfolio		Balance		% of portfolio		Balance		% of portfolio		Balance		% of portfolio
Real estate 1-4 family first mortgage
Core portfolio	$	214,831	66	%	$	208,852	64	%	$	220,313	68	%	$	208,852	64	%
Non-strategic and liquidating loan portfolios:
Pick-a-Pay mortgage	42,222		13		45,002		14		40,578		12		45,002		14
PCI and liquidating first mortgage	10,815		4		11,532		4		10,420		3		11,532		4
Total non-strategic and liquidating loan portfolios	53,037		17		56,534		18		50,998		15		56,534		18
Total real estate 1-4 family first mortgage loans	267,868		83		265,386		82		271,311		83		265,386		82
Real estate 1-4 family junior lien mortgage
Core portfolio	53,456		16		56,631		17		52,077		16		56,631		17
Non-strategic and liquidating loan portfolios	2,708		1		3,086		1		2,515		1		3,086		1
Total real estate 1-4 family junior lien mortgage loans	56,164		17		59,717		18		54,592		17		59,717		18
Total real estate 1-4 family mortgage loans	$	324,032	100	%	$	325,103	100	%	$	325,903	100	%	$	325,103	100	%

The real estate 1-4 family mortgage loan portfolio includes some loans with adjustable-rate features and some with an interest-only feature as part of the loan terms. Interest-only loans were approximately 10% and 12% of total loans at ~~June~~September 30, 2015, and December 31, 2014, respectively. We believe we have manageable adjustable-rate mortgage (ARM) reset risk across our owned mortgage loan portfolios. We do not offer option ARM products, nor do we offer variable-rate mortgage products with fixed payment amounts, commonly referred to within the financial services industry as negative amortizing mortgage loans. The option ARMs we do have are included in the Pick-a-Pay portfolio which was acquired from Wachovia and are part of our liquidating loan portfolios. Since our acquisition of the Pick-a-Pay loan portfolio at the end of 2008, the option payment portion of the portfolio has reduced from 86% to ~~40%~~39% at ~~June~~September 30, 2015, as a result of our modification activities and customers exercising their option to convert to fixed payments. For more information, see the “Pick-a-Pay Portfolio” section in this Report.

We continue to modify real estate 1-4 family mortgage loans to assist homeowners and other borrowers experiencing financial difficulties. For more information on our participation in the U.S. Treasury’s Making Home Affordable (MHA) programs, see the “Risk Management – Credit Risk Management – Real Estate 1-4 Family First and Junior Lien Mortgage Loans” section in our 2014 Form 10-K.

Part of our credit monitoring includes tracking delinquency, FICO scores and loan/combined loan to collateral values (LTV/CLTV) on the entire real estate 1-4 family mortgage loan portfolio. These credit risk indicators, which exclude government insured/guaranteed loans, continued to improve in ~~second~~third quarter 2015 on the non-PCI mortgage portfolio. Loans 30 days or more delinquent at ~~June~~September 30, 2015, totaled ~~$8.9~~$8.6 billion, or 3%, of total non-PCI mortgages, compared with $10.2 billion, or 3%, at December 31, 2014. Loans with FICO scores lower than 640 totaled ~~$24.0~~$22.3 billion at ~~June~~September 30, 2015, or 8%7% of total non-PCI mortgages, compared with $25.8 billion, or 9%, at December 31, 2014. Mortgages with a LTV/CLTV greater than 100% totaled ~~$18.5~~$15.8 billion at ~~June~~September 30, 2015, or 6%5% of total ~~non-PCI mortgages,~~

non-PCI mortgages, compared with $20.3 billion, or 7%, at December 31, 2014. Information regarding credit quality indicators, including PCI credit quality indicators, can be found in Note 5 (Loans and Allowance for Credit Losses) to Financial Statements in this Report.

Real estate 1-4 family first and junior lien mortgage loans by state are presented in Table 17. Our real estate 1-4 family mortgage loans to borrowers in California represented approximately 13% of total loans at ~~June~~September 30, 2015, located mostly within the larger metropolitan areas, with no single California metropolitan area consisting of more than 5% of total loans. We monitor changes in real estate values and underlying economic or market conditions for all geographic areas of our real estate 1-4 family mortgage portfolio as part of our credit risk management process. Our underwriting and periodic review of loans secured by residential real estate collateral includes appraisals or estimates from automated valuation models (AVMs) to support property values. Additional information about AVMs and our policy for their use can be found in Note 5 (Loans and Allowance for Credit Losses) to Financial Statements in this Report and the “Risk Management – Credit Risk Management – Real Estate 1-4 Family First and Junior Lien Mortgage Loans” section in our 2014 Form 10-K.

2728

Risk Management - Credit Risk Management (continued)

													Table 17: Real Estate 1-4 Family First and Junior Lien Mortgage Loans by State
	June 30, 2015						September 30, 2015
(in millions)	Real estate 1-4 family first mortgage		Real estate 1-4 family junior lien mortgage	Total real estate 1-4 family mortgage	% of total loans		Real estate 1-4 family first mortgage		Real estate 1-4 family junior lien mortgage	Total real estate 1-4 family mortgage	% of total loans
Real estate 1-4 family loans (excluding PCI):
California	$	83,733	15,513	99,246	11	%	$	86,430	15,025	101,455	11	%
New York	18,951		2,541	21,492	2		20,085		2,485	22,570	2
Florida	14,174		5,118	19,292	2		14,141		4,946	19,087	2
New Jersey	11,306		4,636	15,942	2		11,643		4,552	16,195	2
Virginia	7,079		3,131	10,210	1		7,154		3,061	10,215	1
Texas	8,010		829	8,839	1		8,112		824	8,936	1
Pennsylvania	5,760		2,851	8,611	1		5,759		2,805	8,564	1
North Carolina	5,960		2,500	8,460	1		5,986		2,449	8,435	1
Washington	6,250		1,373	7,623	1		6,528		1,318	7,846	1
Other (1)	62,155		17,591	79,746	9		62,825		17,052	79,877	9
Government insured/ guaranteed loans (2)	23,889		—	23,889	3		22,763		—	22,763	3
Total	$	247,267	56,083	303,350	34	%	$	251,426	54,517	305,943	34	%
Real estate 1-4 family PCI loans:
California	$	14,321	22	14,343	2	%	$	13,871	21	13,892	2	%
Florida	1,487		13	1,500	*		1,405		13	1,418	*
New Jersey	714		13	727	*		666		12	678	*
Other (3)	4,079		33	4,112	*		3,943		29	3,972	*
Total	$	20,601	81	20,682	2	%	$	19,885	75	19,960	2	%
Total	$	267,868	56,164	324,032	36	%	$	271,311	54,592	325,903	36	%


*	Less than 1%.


(1)	Consists of 41 states; no state had loans in excess of $~~7.3~~7.2 billion.


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


(3)	Consists of 45 states; no state had loans in excess of $~~505~~494 million.

2829

~~Risk Management - Credit Risk Management (continued~~)

First Lien Mortgage Portfolio Our total real estate 1-4 family first lien mortgage portfolio increased $3.4 billion in third quarter 2015 and $5.9 billion in the first nine months of 2015. Growth in this portfolio has been largely offset by runoff in our real estate 1-4 family first lien mortgage non-strategic and liquidating portfolios. Excluding this runoff, our core real estate 1-4 family first lien mortgage portfolio increased $5.5 billion in third quarter 2015 and $11.5 billion in the first nine months of 2015, as we retained $14.1 billion and $40.0 billion in non-conforming originations, primarily consisting of loans that exceed conventional conforming loan amount limits established by federal government-sponsored entities (GSEs), in the third quarter and first nine months of 2015, respectively.

The credit performance associated with our real estate 1-4 family first lien mortgage portfolio continued to improve in ~~second~~third quarter 2015, as measured through net charge-offs and nonaccrual loans. Net charge-offs (annualized) as a percentage of

average total loans improved to ~~0.10%~~0.09% and 0.11% in the ~~second~~third quarter and first ~~half~~nine months of 2015, respectively, compared with ~~0.21%~~0.17% and ~~0.24%~~0.22%, respectively, for the same periods a year ago. Nonaccrual loans were ~~$8.0~~$7.4 billion at ~~June~~September 30, 2015, compared with $8.6 billion at December 31, 2014. Improvement in the credit performance was

driven by ~~both~~ an improving ~~economic and~~ housing environment and declining balances in non-strategic and liquidating loans, which have been replaced with higher quality assets originated after 2008 generally utilizing tighter underwriting standards. Real estate 1-4 family first lien mortgage loans originated after 2008 have resulted in minimal losses to date and were approximately ~~63%~~65% of our total real estate 1-4 family first lien mortgage portfolio as of ~~June~~September 30, 2015. ~~First~~

Table 18 shows the credit attributes of the core and liquidating first lien mortgage portfolios and lists the top five states by ~~state are presented in Table 18.~~outstanding balance for the core portfolio.

																												Table 18: First Lien Mortgage Portfolios Performance (1)
	Outstanding balance			% of loans two payments or more past due			Loss (recovery) rate (annualized) quarter ended							Outstanding balance			% of loans two payments or more past due			Loss (recovery) rate (annualized) quarter ended
(in millions)	Jun 30, 2015		Dec 31, 2014	Jun 30, 2015		Dec 31, 2014	Jun 30, 2015		Mar 31, 2015	Dec 31, 2014	Sep 30, 2014		Jun 30, 2014	Sep 30, 2015		Dec 31, 2014	Sep 30, 2015		Dec 31, 2014	Sep 30, 2015		Jun 30, 2015		Mar 31, 2015	Dec 31, 2014	Sep 30, 2014
Core portfolio:
California	$	71,468	67,038	0.69	%	0.83	—		—	0.01	—		0.01	$	74,696	67,038	0.60	%	0.83	(0.02	)	—		—	0.01	—
New York	17,700		16,102	1.78		1.97	0.04		0.04	0.06	0.09		0.09	18,912		16,102	1.61		1.97	0.05		0.04		0.04	0.06	0.09
Florida	11,107		10,991	3.20		3.78	0.10		0.05	0.04	0.10		0.12	11,265		10,991	3.00		3.78	0.07		0.10		0.05	0.04	0.10
New Jersey	9,625		9,203	3.70		3.95	0.12		0.19	0.21	0.25		0.33	10,027		9,203	3.52		3.95	0.23		0.12		0.19	0.21	0.25
Texas	6,764		6,646	1.16		1.48	(0.01	)	0.01		(0.02	)	0.01	6,910		6,646	1.22		1.48	(0.04	)	(0.01	)	0.01		(0.02	)
Other	74,278		72,604	2.04		2.34	0.11		0.15	0.12	0.14		0.16	75,740		72,604	1.92		2.34	0.12		0.11		0.15	0.12	0.14
Total	190,942		182,584	1.63		1.89	0.06		0.08	0.07	0.08		0.10	197,550		182,584	1.51		1.89	0.06		0.06		0.08	0.07	0.08
Government insured/guaranteed loans	23,889		26,268											22,763		26,268
Total core portfolio including government insured/guaranteed loans	214,831		208,852	1.63		1.89	0.06		0.08	0.07	0.08		0.10	220,313		208,852	1.51		1.89	0.06		0.06		0.08	0.07	0.08
Non-strategic and liquidating portfolios	32,436		34,822	14.40		15.55	0.46		0.58	0.62	0.83		0.99	31,113		34,822	14.48		15.55	0.43		0.46		0.58	0.62	0.83
Total first lien mortgages	$	247,267	243,674	3.49	%	4.08	0.12		0.16		0.21		0.26	$	251,426	243,674	3.27	%	4.08	0.11		0.12		0.16		0.21


(1)	Excludes PCI loans because their losses were generally reflected in PCI accounting adjustments at the date of acquisition.

Our total real estate 1-4 family first lien mortgage portfolio increased $2.7 billion in second quarter 2015 and $2.5 billion in the first half of 2015. Growth in this portfolio has been largely offset by runoff in our real estate 1-4 family first lien mortgage non-strategic and liquidating portfolios. Excluding this runoff, our core real estate 1-4 family first lien mortgage portfolio increased $4.5 billion in second quarter 2015 and $6.0 billion in the first half of 2015, as we retained $14.7 billion and $25.9 billion in non-conforming originations, primarily consisting of loans that exceed conventional conforming loan amount limits established by federal government-sponsored entities (GSEs), in the second quarter and first half of 2015, respectively.

2930

Risk Management - Credit Risk Management (continued)

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

The Pick-a-Pay portfolio includes loans that offer payment options (Pick-a-Pay option payment loans), and also includes loans that were originated without the option payment feature, loans that no longer offer the option feature as a result of our modification efforts since the acquisition, and loans where the customer voluntarily converted to a fixed-rate product. The Pick-a-Pay portfolio is included in the consumer real estate 1-4 family

first mortgage class of loans throughout this Report. Table 19 provides balances by types of loans as of ~~June~~September 30, 2015, as a result of modification efforts, compared to the types of loans included in the portfolio at acquisition. Total adjusted unpaid principal balance of PCI Pick-a-Pay loans was ~~$25.2~~$24.5 billion at ~~June~~September 30, 2015, compared with $61.0 billion at acquisition. Primarily due to modification efforts, the adjusted unpaid principal balance of option payment PCI loans has declined to 15% of the total Pick-a-Pay portfolio at ~~June~~September 30, 2015, compared with 51% at acquisition.

																									Table 19: Pick-a-Pay Portfolio - Comparison to Acquisition Date
					December 31,												December 31,
	June 30, 2015				2014				2008				September 30, 2015				2014				2008
(in millions)	Adjusted unpaid principal balance (1)		% of total		Adjusted unpaid principal balance (1)		% of total		Adjusted unpaid principal balance (1)		% of total		Adjusted unpaid principal balance (1)		% of total		Adjusted unpaid principal balance (1)		% of total		Adjusted unpaid principal balance (1)		% of total
Option payment loans	$	18,545	40	%	$	20,258	41	%	$	99,937	86	%	$	17,611	39	%	$	20,258	41	%	$	99,937	86	%
Non-option payment adjustable-rate and fixed-rate loans	6,241		13		6,776		14		15,763		14		5,979		13		6,776		14		15,763		14
Full-term loan modifications	22,132		47		22,674		45		—		—		21,657		48		22,674		45		—		—
Total adjusted unpaid principal balance	$	46,918	100	%	$	49,708	100	%	$	115,700	100	%	$	45,247	100	%	$	49,708	100	%	$	115,700	100	%
Total carrying value	$	42,222			45,002				95,315				$	40,578			45,002				95,315


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

Table 20 reflects the geographic distribution of the Pick-a-Pay portfolio broken out between PCI loans and all other loans. The LTV ratio is a useful metric in evaluating future real estate 1-4 family first mortgage loan performance, including potential charge-offs. Because PCI loans were initially recorded at fair

value, including write-downs for expected credit losses, the ratio of the carrying value to the current collateral value will be lower compared with the LTV based on the adjusted unpaid principal balance. For informational purposes, we have included both ratios for PCI loans in the following table.

~~Risk Management - Credit Risk Management (continued~~)

																									Table 20: Pick-a-Pay Portfolio (1)
	June 30, 2015												September 30, 2015
	PCI loans								All other loans				PCI loans								All other loans
(in millions)	Adjusted unpaid principal balance (2)		Current LTV ratio (3)		Carrying value (4)		Ratio of carrying value to current value (5)		Carrying value (4)		Ratio of carrying value to current value (5)		Adjusted unpaid principal balance (2)		Current LTV ratio (3)		Carrying value (4)		Ratio of carrying value to current value (5)		Carrying value (4)		Ratio of carrying value to current value (5)
California	$	17,529	76	%	$	14,308	62	%	$	10,583	55	%	$	17,030	74	%	$	13,860	60	%	$	10,117	54	%
Florida	1,996		85		1,450		60		2,188		69		1,932		83		1,372		57		2,093		67
New Jersey	839		83		687		63		1,425		70		803		81		641		61		1,364		69
New York	550		76		487		61		683		66		539		75		477		61		658		65
Texas	220		59		200		53		851		47		210		58		191		51		813		45
Other states	4,063		81		3,288		65		6,072		68		3,952		79		3,179		62		5,813		66
Total Pick-a-Pay loans	$	25,197	78		$	20,420	62		$	21,802	61		$	24,466	76		$	19,720	60		$	20,858	59


(1)	The individual states shown in this table represent the top five states based on the total net carrying value of the Pick-a-Pay loans at the beginning of 2015.


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

(3)

The current LTV ratio is calculated as the adjusted unpaid principal balance divided by the collateral value. Collateral values are generally determined using automated valuation models (AVM) and are updated quarterly. AVMs are computer-based tools used to estimate market values of homes based on processing large volumes of market data including market comparables and price trends for local market areas.


(4)	Carrying value, which does not reflect the allowance for loan losses, includes remaining purchase accounting adjustments, which, for PCI loans may include the nonaccretable difference and the accretable yield and, for all other loans, an adjustment to mark the loans to a market yield at date of merger less any subsequent charge-offs.


(5)	The ratio of carrying value to current value is calculated as the carrying value divided by the collateral value.

In ~~second~~third quarter 2015, we completed ~~nearly~~over 1,000 proprietary and Home Affordability Modification Program (HAMP) Pick-a-Pay loan modifications. We have completed nearly ~~131,000~~132,000 modifications since the Wachovia acquisition, resulting in over $6.1 billion of principal forgiveness to our Pick-a-Pay customers. There remains ~~$16~~$12.5 million of conditional forgiveness that can be earned by borrowers through performance over a three-year period.

Due to better than expected performance observed on the PCI portion of the Pick-a-Pay portfolio compared with the original acquisition estimates, we have reclassified $6.0 billion from the nonaccretable difference to the accretable yield since acquisition. Our cash flows expected to be collected have been favorably affected by lower expected defaults and losses as a result of observed and forecasted economic strengthening, particularly in housing prices, and our loan modification efforts. These factors are expected to reduce the frequency and severity of defaults and keep these loans performing for a longer period, thus increasing future principal and interest cash flows. The resulting increase in the accretable yield will be realized over the remaining life of the portfolio, which is estimated to have a weighted-average remaining life of approximately ~~11.2~~11.0 years at ~~June~~September 30, 2015. The weighted average remaining life decreased slightly from December 31, 2014 due to the passage of time. The accretable yield percentage at ~~June~~September 30, 2015, was 6.21%, up from 6.15% at the end of 2014 due to favorable changes in the expected timing and composition of cash flows resulting from improving credit and prepayment expectations. Fluctuations in the accretable yield are driven by changes in interest rate indices for variable rate PCI loans, prepayment assumptions, and expected principal and interest payments over the estimated life of the portfolio, which will be affected by the pace and degree of improvements in the U.S. economy and housing markets and projected lifetime performance resulting from loan modification activity. Changes in the projected timing of cash flow events, including loan liquidations, modifications and short sales, can also affect the accretable yield and the estimated weighted-average life of the portfolio.

The predominant portion of our PCI loans is included in the Pick-a-Pay portfolio. For further information on the judgment involved in estimating expected cash flows for PCI loans, see the “Critical Accounting Policies – Purchased Credit-Impaired Loans” section and Note 1 (Summary of Significant Accounting Policies) to Financial Statements in our 2014 Form 10-K.

For further information on the Pick-a-Pay portfolio, including recast risk, deferral of interest and loan modifications, see the "Risk Management - Credit Risk Management - Pick-a-Pay Portfolio" section in our 2014 Form 10-K.

3132

Risk Management - Credit Risk Management (continued)

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

We continuously monitor the credit performance of our junior lien mortgage portfolio for trends and factors that influence the frequency and severity of loss. We have observed that the severity of loss for junior lien mortgages is high and generally not affected by whether we or a third party own or service the related first lien mortgage, but the frequency of delinquency is typically lower when we own or service the first lien mortgage. In general, we have limited information available on the delinquency status of the third party owned or serviced senior lien where we also hold a junior lien. To capture this inherent loss content, we use the experience of our junior lien mortgages behind delinquent first liens that are owned or serviced by us adjusted for any observed differences in delinquency and loss rates associated with junior lien mortgages behind third party first lien mortgages. We incorporate this inherent loss content into our allowance for loan losses. Our allowance process for junior liens considers the relative

difference in loss experience for junior liens behind first lien

mortgage loans we own or service, compared with those behind first lien mortgage loans owned or serviced by third parties. In addition, our allowance process for junior liens that are current, but are in their revolving period, considers the inherent loss where the borrower is delinquent on the corresponding first lien mortgage loans.

Table 21 shows the credit attributes of the core and liquidating junior lien mortgage portfolios and lists the top five states by outstanding balance for the core portfolio. Loans to California borrowers represent the largest state concentration in each of these portfolios. The decrease in outstanding balances since December 31, 2014, predominantly reflects loan paydowns. As of ~~June~~September 30, 2015, ~~19%~~17% of the outstanding balance of the junior lien mortgage portfolio was associated with loans that had a combined loan to value (CLTV) ratio in excess of 100%. Of those junior liens with a CLTV ratio in excess of 100%, ~~2.68%~~2.77% were two payments or more past due. CLTV means the ratio of the total loan balance of first mortgages and junior lien mortgages (including unused line amounts for credit line products) to property collateral value. The unsecured portion (the outstanding amount that was in excess of the most recent property collateral value) of the outstanding balances of these loans totaled 8%7% of the junior lien mortgage portfolio at ~~June~~September 30, 2015.


Table 21: Junior Lien Mortgage Portfolios (1)
Table 21: Junior Lien Mortgage Portfolios Performance (1)												Table 21: Junior Lien Mortgage Portfolios Performance (1)
	Outstanding balance			% of loans two payments or more past due			Loss rate (annualized) quarter ended					Outstanding balance			% of loans two payments or more past due			Loss rate (annualized) quarter ended
(in millions)	Jun 30, 2015		Dec 31, 2014	Jun 30, 2015		Dec 31, 2014	Jun 30, 2015	Mar 31, 2015	Dec 31, 2014	Sep 30, 2014	Jun 30, 2014	Sep 30, 2015		Dec 31, 2014	Sep 30, 2015		Dec 31, 2014	Sep 30, 2015	Jun 30, 2015	Mar 31, 2015	Dec 31, 2014	Sep 30, 2014
Core portfolio
Core portfolio:
California	$	14,604	15,535	1.92	%	2.07	0.17	0.30	0.33	0.44	0.47	$	14,192	15,535	1.89	%	2.07	0.14	0.17	0.30	0.33	0.44
Florida	5,002		5,283	2.50		2.96	0.75	1.10	1.22	1.29	1.23	4,837		5,283	2.50		2.96	0.96	0.75	1.10	1.22	1.29
New Jersey	4,530		4,705	3.10		3.43	1.03	1.15	1.37	1.38	1.45	4,453		4,705	2.93		3.43	1.20	1.03	1.15	1.37	1.38
Virginia	3,014		3,160	1.88		2.18	0.71	1.05	1.03	0.59	0.86	2,953		3,160	1.88		2.18	0.64	0.71	1.05	1.03	0.59
Pennsylvania	2,822		2,942	2.37		2.72	0.96	1.18	1.15	1.04	1.24	2,778		2,942	2.33		2.72	0.77	0.96	1.18	1.15	1.04
Other	23,484		25,006	2.04		2.20	0.65	0.84	0.78	0.83	1.05	22,864		25,006	2.11		2.20	0.66	0.65	0.84	0.78	0.83
Total	53,456		56,631	2.15		2.36	0.58	0.77	0.77	0.81	0.94	52,077		56,631	2.16		2.36	0.59	0.58	0.77	0.77	0.81
Liquidating portfolio	2,627		2,985	4.22		4.77	2.25	2.43	2.92	2.61	2.46
Total core and liquidating portfolios	$	56,083	59,616	2.24	%	2.49	0.66	0.85	0.88	0.90	1.02
Non-strategic and liquidating portfolios												2,440		2,985	4.48		4.77	1.61	2.25	2.43	2.92	2.61
Total junior lien mortgages												$	54,517	59,616	2.26	%	2.49	0.64	0.66	0.85	0.88	0.90


(1)	Excludes PCI loans because their losses were generally reflected in PCI accounting adjustments at the date of acquisition.

3233

~~Risk Management - Credit Risk Management (continued~~)

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

On a monthly basis, we monitor the payment characteristics of borrowers in our junior lien portfolio. In ~~June~~September 2015, approximately 47% of these borrowers paid only the minimum amount due and approximately 48% paid more than the minimum amount due. The rest were either delinquent or paid less than the minimum amount due. For the borrowers with an

interest only payment feature, approximately ~~38%~~37% paid only the minimum amount due and approximately ~~58%~~59% paid more than the minimum amount due.

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

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

Table 22 reflects the outstanding balance of our portfolio of junior lien lines and loans and senior lien lines segregated into scheduled end of draw or end of term periods and products that are currently amortizing, or in balloon repayment status. It excludes real estate 1-4 family first lien line reverse mortgages, which total ~~$2.3~~$2.1 billion, because they are predominantly insured by the FHA, and it excludes PCI loans, which total ~~$110~~$103 million, because their losses were generally reflected in our nonaccretable difference established at the date of acquisition.

																																			Table 22: Junior Lien Mortgage Line and Loan and Senior Lien Mortgage Line Portfolios Payment Schedule
						Scheduled end of draw / term																	Scheduled end of draw / term
(in millions)	Outstanding balance June 30, 2015			Remainder of 2015		2016		2017		2018		2019		2020 and thereafter (1)		Amortizing		Outstanding balance September 30, 2015			Remainder of 2015		2016		2017		2018		2019		2020 and thereafter (1)		Amortizing
Junior residential lines	$	49,816		2,739		5,656		6,059		3,291		1,294		24,846		5,931		$	48,599		1,438		5,179		5,674		3,134		1,240		25,234		6,700
Junior loans (2)	6,267			39		75		85		9		7		1,033		5,019		5,918			16		65		76		9		6		957		4,789
Total junior lien (3)(4)	56,083			2,778		5,731		6,144		3,300		1,301		25,879		10,950		54,517			1,454		5,244		5,750		3,143		1,246		26,191		11,489
First lien lines	16,688			555		820		869		1,000		436		11,505		1,503		16,453			271		754		828		953		426		11,557		1,664
Total (3)(4)	$	72,771		3,333		6,551		7,013		4,300		1,737		37,384		12,453		$	70,970		1,725		5,998		6,578		4,096		1,672		37,748		13,153
% of portfolios	100		%	5	%	9	%	10	%	6	%	2	%	51	%	17	%	100		%	2	%	8	%	9	%	6	%	2	%	53	%	20	%


(1)	The annual scheduled end of draw or term ranges from $~~1.6~~1.5 billion to $~~9.4~~9.2 billion and averages $~~5.3~~5.4 billion per year for 2020 and thereafter. Loans that convert in 2025 and thereafter have draw periods that generally extend to 15 or 20 years.


(2)	Junior loans within the term period predominantly represent principal and interest products that require a balloon payment upon the end of the loan term. Amortizing junior loans include $6263 million of balloon loans that have reached end of term and are now past due.


(3)	Lines in their draw period are predominantly interest-only. The unfunded credit commitments for junior and first lien lines totaled $~~68.8~~68.1 billion at ~~June~~September 30, 2015.

(4)

Includes scheduled end-of-term balloon payments totaling $~~205~~97 million, $~~325~~296 million, $~~440~~411 million, $~~478~~451 million, $~~422~~407 million and $~~1.8~~1.7 billion for 2015, 2016, 2017, 2018, 2019, and 2020 and thereafter, respectively. Amortizing lines include $~~133~~128 million of end-of-term balloon payments, which are past due. At ~~June~~September 30, 2015, $~~425~~459 million, or 6% of outstanding lines of credit that are amortizing, are 30 or more days past due compared to $~~1.1~~1.0 billion, or 2% for lines in their draw period.

CREDIT CARDS Our credit card portfolio totaled ~~$31.1~~$32.3 billion at ~~June~~September 30, 2015, which represented 4% of our total outstanding loans. The net charge-off rate (annualized) for our credit card portfolio was ~~3.21%~~2.71% for ~~second~~third quarter 2015, compared with ~~3.20%~~2.87% for ~~second~~third quarter 2014 and ~~3.20%~~3.03% and ~~3.39%~~3.21% for the first ~~half~~nine months of 2015 and 2014, respectively.

AUTOMOBILE Our automobile portfolio, predominantly composed of indirect loans, totaled ~~$57.8~~$59.2 billion at ~~June~~September 30, 2015. The net charge-off rate (annualized) for our automobile portfolio was ~~0.48%~~0.76% for ~~second~~third quarter 2015, compared with ~~0.35%~~0.81% for ~~second~~third quarter 2014 and ~~0.60%~~0.66% and ~~0.52%~~0.62% for the first ~~half~~nine months of 2015 and 2014, respectively.

OTHER REVOLVING CREDIT AND INSTALLMENT Other revolving credit and installment loans totaled ~~$37.5~~$38.5 billion at ~~June~~September 30, 2015, and primarily included student and security-based loans. Student loans totaled ~~$12.0~~$12.3 billion at ~~June~~September 30, 2015. The net charge-off rate (annualized) for other revolving credit and installment loans was ~~1.26%~~1.35% for ~~second~~third quarter 2015, compared with ~~1.22%~~1.46% for ~~second~~third quarter 2014 and ~~1.29%~~1.31% and ~~1.26%~~1.32% for the first ~~half~~nine months of 2015 and 2014, respectively.

3334

Risk Management - Credit Risk Management (continued)

NONPERFORMING ASSETS (NONACCRUAL LOANS AND FORECLOSED ASSETS) Table 23 summarizes nonperforming assets (NPAs) for each of the last four quarters. ~~The decrease~~Total NPAs decreased in ~~nonaccrual loans during second~~third quarter 2015 ~~reflected increases~~driven primarily by credit improvement in ~~commercial and industrial nonaccrual loans primarily due to~~real estate 1-4 family first mortgages, partially offset by deterioration in the oil and gas ~~portfolio, which was more than offset by credit improvement across other portfolios, most significantly in real estate 1-4 family first mortgages.~~portfolio.

We generally place loans on nonaccrual status when:

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

they are 90 days (120 days with respect to real estate 1-4 family first and junior lien mortgages) past due for interest

or principal, unless both well-secured and in the process of collection;

part of the principal balance has been charged off (including loans discharged in bankruptcy);

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

performing consumer loans are discharged in bankruptcy, regardless of their delinquency status.

																																									Table 23: Nonperforming Assets (Nonaccrual Loans and Foreclosed Assets)
	June 30, 2015					March 31, 2015					December 31, 2014					September 30, 2014					September 30, 2015					June 30, 2015					March 31, 2015					December 31, 2014
($ in millions)	Balance			% of total loans		Balance			% of total loans		Balance			% of total loans		Balance			% of total loans		Balance			% of total loans		Balance			% of total loans		Balance			% of total loans		Balance			% of total loans
Nonaccrual loans:
Commercial:
Commercial and industrial	$	1,079		0.38	%	$	663		0.24	%	$	538		0.20	%	$	614		0.24	%	$	1,031		0.35	%	$	1,079		0.38	%	$	663		0.24	%	$	538		0.20	%
Real estate mortgage	1,250			1.04		1,324			1.18		1,490			1.33		1,636			1.46		1,125			0.93		1,250			1.04		1,324			1.18		1,490			1.33
Real estate construction	165			0.77		182			0.91		187			1.00		217			1.20		151			0.70		165			0.77		182			0.91		187			1.00
Lease financing	28			0.23		23			0.19		24			0.20		27			0.22		29			0.24		28			0.23		23			0.19		24			0.20
Total commercial (1)	2,522			0.58		2,192			0.53		2,239			0.54		2,494			0.63		2,336			0.52		2,522			0.58		2,192			0.53		2,239			0.54
Consumer:
Real estate 1-4 family first mortgage (2)	8,045			3.00		8,345			3.15		8,583			3.23		8,785			3.34		7,425			2.74		8,045			3.00		8,345			3.15		8,583			3.23
Real estate 1-4 family junior lien mortgage	1,710			3.04		1,798			3.11		1,848			3.09		1,903			3.13		1,612			2.95		1,710			3.04		1,798			3.11		1,848			3.09
Automobile	126			0.22		133			0.24		137			0.25		143			0.26		123			0.21		126			0.22		133			0.24		137			0.25
Other revolving credit and installment	40			0.11		42			0.12		41			0.11		40			0.11		41			0.11		40			0.11		42			0.12		41			0.11
Total consumer	9,921			2.20		10,318			2.31		10,609			2.37		10,871			2.46		9,201			2.02		9,921			2.20		10,318			2.31		10,609			2.37
Total nonaccrual loans (3)(4)(5)	12,443			1.40		12,510			1.45		12,848			1.49		13,365			1.59		11,537			1.28		12,443			1.40		12,510			1.45		12,848			1.49
Foreclosed assets:
Government insured/guaranteed (6)	588					772					982					1,140					502					588					772					982
Non-government insured/guaranteed	1,370					1,557					1,627					1,691					1,265					1,370					1,557					1,627
Total foreclosed assets	1,958					2,329					2,609					2,831					1,767					1,958					2,329					2,609
Total nonperforming assets	$	14,401		1.62	%	$	14,839		1.72	%	$	15,457		1.79	%	$	16,196		1.93	%	$	13,304		1.47	%	$	14,401		1.62	%	$	14,839		1.72	%	$	15,457		1.79	%
Change in NPAs from prior quarter	$	(438	)			(618		)			(739		)			(781		)			$	(1,097	)			(438		)			(618		)			(739		)


(1)	Includes LHFS of $0 million at September 30 and June 30, 2015, and $1 million at March 31, 2015, and December 31, ~~and~~ ~~September 30,~~ 2014.


(2)	Includes MHFS of $~~144~~96 million, $144 million, $~~177~~144 million, and $~~182~~177 million atSeptember 30, June 30 and March 31,2015, and December 31, ~~and~~ ~~September 30,~~ 2014, respectively.


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


(4)	Real estate 1-4 family mortgage loans predominantly insured by the FHA or guaranteed by the VA and student loans predominantly guaranteed by agencies on behalf of the U.S. Department of Education under the Federal Family Education Loan Program are not placed on nonaccrual status because they are insured or guaranteed.


(5)	See Note 5 (Loans and Allowance for Credit Losses) to Financial Statements in this Report for further information on impaired loans.

(6)

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

3435

~~Risk Management - Credit Risk Management (continued~~)

Table 24 provides an analysis of the changes in nonaccrual loans.

																							Table 24: Analysis of Changes in Nonaccrual Loans
	Quarter ended											Quarter ended
(in millions)	Jun 30, 2015			Mar 31, 2015		Dec 31, 2014		Sep 30, 2014		Jun 30, 2014		Sep 30, 2015			Jun 30, 2015		Mar 31, 2015		Dec 31, 2014		Sep 30, 2014
Commercial
Balance, beginning of period	$	2,192		2,239		2,494		2,798		3,027		$	2,522		2,192		2,239		2,494		2,798
Inflows	840			496		410		342		433		382			840		496		410		342
Outflows:
Returned to accruing	(20		)	(67	)	(64	)	(37	)	(81	)	(26		)	(20	)	(67	)	(64	)	(37	)
Foreclosures	(11		)	(24	)	(45	)	(18	)	(32	)	(32		)	(11	)	(24	)	(45	)	(18	)
Charge-offs	(117		)	(107	)	(141	)	(124	)	(120	)	(135		)	(117	)	(107	)	(141	)	(124	)
Payments, sales and other (1)	(362		)	(345	)	(415	)	(467	)	(429	)	(375		)	(362	)	(345	)	(415	)	(467	)
Total outflows	(510		)	(543	)	(665	)	(646	)	(662	)	(568		)	(510	)	(543	)	(665	)	(646	)
Balance, end of period	2,522			2,192		2,239		2,494		2,798		2,336			2,522		2,192		2,239		2,494
Consumer
Balance, beginning of period	10,318			10,609		10,871		11,174		11,623		9,921			10,318		10,609		10,871		11,174
Inflows	1,098			1,341		1,454		1,529		1,673		1,019			1,098		1,341		1,454		1,529
Outflows:
Returned to accruing	(668		)	(686	)	(678	)	(817	)	(1,107	)	(676		)	(668	)	(686	)	(678	)	(817	)
Foreclosures	(108		)	(111	)	(114	)	(148	)	(132	)	(99		)	(108	)	(111	)	(114	)	(148	)
Charge-offs	(229		)	(265	)	(278	)	(289	)	(348	)	(228		)	(229	)	(265	)	(278	)	(289	)
Payments, sales and other (1)	(490		)	(570	)	(646	)	(578	)	(535	)	(736		)	(490	)	(570	)	(646	)	(578	)
Total outflows	(1,495		)	(1,632	)	(1,716	)	(1,832	)	(2,122	)	(1,739		)	(1,495	)	(1,632	)	(1,716	)	(1,832	)
Balance, end of period	9,921			10,318		10,609		10,871		11,174		9,201			9,921		10,318		10,609		10,871
Total nonaccrual loans	$	12,443		12,510		12,848		13,365		13,972		$	11,537		12,443		12,510		12,848		13,365


(1)	Other outflows include the effects of VIE deconsolidations and adjustments for loans carried at fair value.

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

While nonaccrual loans are not free of loss content, we believe exposure to loss is significantly mitigated by the following factors at ~~June~~September 30, 2015:

~~99%~~Over 97% of total commercial nonaccrual loans and over 99% of total consumer nonaccrual loans are secured. Of the consumer nonaccrual loans, 98% are secured by real estate and ~~72%~~74% have a combined LTV (CLTV) ratio of 80% or less.

losses of $~~429~~378 million and $~~3.4~~3.2 billion have already been recognized on ~~21%~~23% of commercial nonaccrual loans and 52% of consumer nonaccrual loans, respectively. Generally, when a consumer real estate loan is 120 days past due (except when required earlier by guidance issued by bank regulatory agencies), we transfer it to nonaccrual status. When the loan reaches 180 days past due, or is discharged in bankruptcy, it is our policy to write these loans down to net realizable value (fair value of collateral less estimated costs to sell), except for modifications in their trial period that are not written down as long as trial payments are made on time. Thereafter, we reevaluate each loan regularly and record additional write-downs if needed.

~~76%~~77% of commercial nonaccrual loans were current on ~~interest.~~interest, but were on nonaccrual status because the full or timely collection of interest or principal had become uncertain.

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

$~~2.0~~1.9 billion of consumer loans discharged in bankruptcy and classified as nonaccrual were 60 days or less past due, of which $1.8 billion were current.

We continue to work with our customers experiencing financial difficulty to determine if they can qualify for a loan modification so that they can stay in their homes. Under both our proprietary modification programs and the MHA programs, customers may be required to provide updated documentation, and some programs require completion of payment during trial periods to demonstrate sustained performance before the loan can be removed from nonaccrual status. In addition, for loans in foreclosure in certain states, including New York and New Jersey, the foreclosure timeline has significantly increased due to backlogs in an already complex process. Therefore, some loans may remain on nonaccrual status for a long period.

Table 25 provides a summary of foreclosed assets and an analysis of changes in foreclosed assets.

3536

Risk Management - Credit Risk Management (continued)


Table 25: Foreclosed Assets
(in millions)	Jun 30, 2015			Mar 31, 2015		Dec 31, 2014		Sep 30, 2014		Jun 30, 2014		Sep 30, 2015			Jun 30, 2015		Mar 31, 2015		Dec 31, 2014		Sep 30, 2014
Summary by loan segment
Government insured/guaranteed	$	588		772		982		1,140		1,257		$	502		588		772		982		1,140
PCI loans:
Commercial	305			329		352		394		457		297			305		329		352		394
Consumer	160			197		212		214		208		126			160		197		212		214
Total PCI loans	465			526		564		608		665		423			465		526		564		608
All other loans:
Commercial	458			548		565		579		634		437			458		548		565		579
Consumer	447			483		498		504		449		405			447		483		498		504
Total all other loans	905			1,031		1,063		1,083		1,083		842			905		1,031		1,063		1,083
Total foreclosed assets	$	1,958		2,329		2,609		2,831		3,005		$	1,767		1,958		2,329		2,609		2,831
Analysis of changes in foreclosed assets
Balance, beginning of period	$	2,329		2,609		2,831		3,005		3,422		$	1,958		2,329		2,609		2,831		3,005
Net change in government insured/guaranteed (1)	(184		)	(210	)	(158	)	(117	)	(352	)	(86		)	(184	)	(210	)	(158	)	(117	)
Additions to foreclosed assets (2)	300			356		362		364		421		325			300		356		362		364
Reductions:
Sales	(531		)	(451	)	(462	)	(421	)	(493	)	(468		)	(531	)	(451	)	(462	)	(421	)
Write-downs and gains (losses) on sales	44			25		36		—		7		38			44		25		36		—
Total reductions	(487		)	(426	)	(426	)	(421	)	(486	)	(430		)	(487	)	(426	)	(426	)	(421	)
Balance, end of period	$	1,958		2,329		2,609		2,831		3,005		$	1,767		1,958		2,329		2,609		2,831

(1)

Foreclosed government insured/guaranteed loans are temporarily transferred to and held by us as servicer, until reimbursement is received from FHA or VA. The net change in government insured/guaranteed foreclosed assets is made up of inflows from mortgages held for investment and MHFS, and outflows when we are reimbursed by FHA/VA. Transfers from government insured/guaranteed loans to foreclosed assets amounted to $7338 million, $24 million, $49 million, $45 million, and $41 ~~million~~ ~~and~~ ~~$43~~ million for the quarters ended September 30, June 30 and March 31,2015, and December 31~~September 30,~~ and ~~June~~September 30, 2014, respectively.


(2)	Predominantly include loans moved into foreclosure from nonaccrual status, PCI loans transitioned directly to foreclosed assets and repossessed automobiles.

Foreclosed assets at ~~June~~September 30, 2015, included ~~$1.2~~$1.0 billion of foreclosed residential real estate that had collateralized commercial and consumer loans, of which ~~51%~~50% is predominantly FHA insured or VA guaranteed and expected to have minimal or no loss content. The remaining foreclosed assets balance of ~~$800~~$767 million has been written down to estimated net realizable value. Foreclosed assets at ~~June~~September 30, 2015, decreased slightly, compared with December 31, 2014. Of the ~~$2.0~~$1.8 billion in foreclosed assets at ~~June~~September 30, 2015, ~~33%~~34% have been in the foreclosed assets portfolio one year or less.

3637

~~Risk Management - Credit Risk Management (continued~~)

TROUBLED DEBT RESTRUCTURINGS (TDRs)

													Table 26: Troubled Debt Restructurings (TDRs)
(in millions)	Jun 30, 2015		Mar 31, 2015	Dec 31, 2014	Sep 30, 2014	Jun 30, 2014	Sep 30, 2015		Jun 30, 2015	Mar 31, 2015	Dec 31, 2014	Sep 30, 2014
Commercial:
Commercial and industrial	$	808	779	724	836	950	$	999	808	779	724	836
Real estate mortgage	1,740		1,838	1,880	2,034	2,179	1,623		1,740	1,838	1,880	2,034
Real estate construction	236		247	314	328	391	207		236	247	314	328
Lease financing	2		2	2	3	5	1		2	2	2	3
Total commercial TDRs	2,786		2,866	2,920	3,201	3,525	2,830		2,786	2,866	2,920	3,201
Consumer:
Real estate 1-4 family first mortgage	17,692		18,003	18,226	18,366	18,582	17,193		17,692	18,003	18,226	18,366
Real estate 1-4 family junior lien mortgage	2,381		2,424	2,437	2,464	2,463	2,336		2,381	2,424	2,437	2,464
Credit Card	315		326	338	358	379	307		315	326	338	358
Automobile	112		124	127	135	151	109		112	124	127	135
Other revolving credit and installment	58		54	49	45	38	63		58	54	49	45
Trial modifications	450		432	452	473	469	421		450	432	452	473
Total consumer TDRs (1)	21,008		21,363	21,629	21,841	22,082	20,429		21,008	21,363	21,629	21,841
Total TDRs	$	23,794	24,229	24,549	25,042	25,607	$	23,259	23,794	24,229	24,549	25,042
TDRs on nonaccrual status	$	6,889	6,982	7,104	7,313	7,638	$	6,709	6,889	6,982	7,104	7,313
TDRs on accrual status (1)	16,905		17,247	17,445	17,729	17,969	16,550		16,905	17,247	17,445	17,729
Total TDRs	$	23,794	24,229	24,549	25,042	25,607	$	23,259	23,794	24,229	24,549	25,042


(1)	TDR loans include $1.8 billion, $1.9 billion, $2.1 billion, ~~$2.1~~$2.1 billion ~~$2.1~~, and $2.1 billion ~~and $2.2 billion~~ at September 30, June 30, and March 31,2015, and December 31, and September 30, ~~and June 30,~~ 2014, respectively, of government insured/guaranteed loans that are predominantly insured by the FHA or guaranteed by the VA and accruing.

Table 26 provides information regarding the recorded investment of loans modified in TDRs. The allowance for loan losses for TDRs was ~~$3.2~~$2.8 billion and $3.6 billion at ~~June~~September 30, 2015, and December 31, 2014, respectively. See Note 5 (Loans and Allowance for Credit Losses) to Financial Statements in this Report for additional information regarding TDRs. In those situations where principal is forgiven, the entire amount of such forgiveness is immediately charged off to the extent not done so prior to the modification. We sometimes delay the timing on the repayment of a portion of principal (principal forbearance) and charge off the amount of forbearance if that amount is not considered fully collectible.

For more information on our nonaccrual policies when a restructuring is involved, see the "Risk Management - Credit Risk Management - Troubled Debt Restructurings (TDRs)" section of our 2014 Form 10-K.

Table 27 provides an analysis of the changes in TDRs. Loans modified more than once are reported as TDR inflows only in the period they are first modified. Other than resolutions such as foreclosures, sales and transfers to held for sale, we may remove loans held for investment from TDR classification, but only if they have been refinanced or restructured at market terms and qualify as a new loan.

3738

Risk Management - Credit Risk Management (continued)


Table 27: Analysis of Changes in TDRs
						Quarter ended											Quarter ended
(in millions)	Jun 30, 2015			Mar 31, 2015		Dec 31, 2014		Sep 30, 2014		Jun 30, 2014		Sep 30, 2015			Jun 30, 2015		Mar 31, 2015		Dec 31, 2014		Sep 30, 2014
Commercial:
Balance, beginning of quarter	$	2,866		2,920		3,201		3,525		3,781		$	2,786		2,866		2,920		3,201		3,525
Inflows (1)	372			310		232		208		276		573			372		310		232		208
Outflows
Charge-offs	(20		)	(26	)	(62	)	(42	)	(28	)	(86		)	(20	)	(26	)	(62	)	(42	)
Foreclosures	(5		)	(11	)	(27	)	(12	)	(8	)	(30		)	(5	)	(11	)	(27	)	(12	)
Payments, sales and other (2)	(427		)	(327	)	(424	)	(478	)	(496	)	(413		)	(427	)	(327	)	(424	)	(478	)
Balance, end of quarter	2,786			2,866		2,920		3,201		3,525		2,830			2,786		2,866		2,920		3,201
Consumer:
Balance, beginning of quarter	21,363			21,629		21,841		22,082		22,698		21,008			21,363		21,629		21,841		22,082
Inflows (1)	747			755		957		946		1,003		753			747		755		957		946
Outflows
Charge-offs	(71		)	(88	)	(99	)	(120	)	(139	)	(79		)	(71	)	(88	)	(99	)	(120	)
Foreclosures	(242		)	(245	)	(252	)	(303	)	(283	)	(226		)	(242	)	(245	)	(252	)	(303	)
Payments, sales and other (2)	(807		)	(668	)	(797	)	(768	)	(1,073	)	(998		)	(807	)	(668	)	(797	)	(768	)
Net change in trial modifications (3)	18			(20	)	(21	)	4		(124	)	(29		)	18		(20	)	(21	)	4
Balance, end of quarter	21,008			21,363		21,629		21,841		22,082		20,429			21,008		21,363		21,629		21,841
Total TDRs	$	23,794		24,229		24,549		25,042		25,607		$	23,259		23,794		24,229		24,549		25,042


(1)	Inflows include loans that both modify and resolve within the period as well as advances on loans that modified in a prior period.


(2)	Other outflows include normal amortization/accretion of loan basis adjustments and loans transferred to held-for-sale. No loans were removed from TDR classification for the quarters ended September 30, June 30 and March 31, 2015, and December 31, ~~September 30~~ and ~~June~~September 30, 2014, as a result of being refinanced or restructured at market terms and qualifying as new loans.

(3)

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

3839

~~Risk Management - Credit Risk Management (continued~~)

LOANS 90 DAYS OR MORE PAST DUE AND STILL ACCRUING

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

Excluding insured/guaranteed loans, loans 90 days or more past due and still accruing at ~~June~~September 30, 2015, were down ~~$164~~$48 million, or ~~18%~~5%, from December 31, 2014, due to payoffs, modifications and other loss mitigation activities, declines in non-strategic and liquidating portfolios, and credit stabilization.

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

Loans 90 days or more past due and still accruing whose repayments are predominantly insured by the FHA or guaranteed by the VA for mortgages and the U.S. Department of Education for student loans under the Federal Family Education Loan Program (FFELP) were ~~$14.4~~$13.5 billion at ~~June~~September 30, 2015, down from $16.9 billion at December 31, 2014, due to seasonally lower delinquencies.

Table 28 reflects non-PCI loans 90 days or more past due and still accruing by class for loans not government insured/guaranteed. For additional information on delinquencies by loan class, see Note 5 (Loans and Allowance for Credit Losses) to Financial Statements in this Report.

													Table 28: Loans 90 Days or More Past Due and Still Accruing
(in millions)	Jun 30, 2015		Mar 31, 2015	Dec 31, 2014	Sep 30, 2014	Jun 30, 2014	Sep 30, 2015		Jun 30, 2015	Mar 31, 2015	Dec 31, 2014	Sep 30, 2014
Loans 90 days or more past due and still accruing:
Total (excluding PCI (1)):	$	15,161	16,344	17,810	18,295	18,582	$	14,405	15,161	16,344	17,810	18,295
Less: FHA insured/VA guaranteed (2)(3)	14,359		15,453	16,827	16,628	16,978	13,500		14,359	15,453	16,827	16,628
Less: Student loans guaranteed under the FFELP (4)	46		50	63	721	707	33		46	50	63	721
Total, not government insured/guaranteed	$	756	841	920	946	897	$	872	756	841	920	946
By segment and class, not government insured/guaranteed: Commercial:
Commercial and industrial	$	17	31	31	35	52	$	53	17	31	31	35
Real estate mortgage	10		43	16	37	53	24		10	43	16	37
Real estate construction	—		—	—	18	16	—		—	—	—	18
Total commercial	27		74	47	90	121	77		27	74	47	90
Consumer:
Real estate 1-4 family first mortgage (3)	220		221	260	327	311	216		220	221	260	327
Real estate 1-4 family junior lien mortgage (3)	65		55	83	78	70	61		65	55	83	78
Credit card	304		352	364	302	266	353		304	352	364	302
Automobile	51		47	73	64	48	66		51	47	73	64
Other revolving credit and installment	89		92	93	85	81	99		89	92	93	85
Total consumer	729		767	873	856	776	795		729	767	873	856
Total, not government insured/guaranteed	$	756	841	920	946	897	$	872	756	841	920	946


(1)	PCI loans totaled$3.2 billion, $3.4 billion, $3.6 billion, $3.7 billion, ~~$4.0 billion~~, and $4.0 billion atSeptember 30, June 30 and March 31, 2015, and December 31,~~September 30,~~ and ~~June~~September 30, 2014, respectively.


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


(3)	Includes mortgages held for sale 90 days or more past due and still accruing.


(4)	Represents loans whose repayments are predominantly guaranteed by agencies on behalf of the U.S. Department of Education under the FFELP. In fourth quarter 2014, substantially all government guaranteed loans were sold.

3940

Risk Management - Credit Risk Management (continued)

																																																			NET CHARGE-OFFS	Table 29: Net Charge-offs
																					Quarter ended																									Quarter ended
	Jun 30, 2015					Mar 31, 2015					Dec 31, 2014					Sep 30, 2014					Jun 30, 2014					Sep 30, 2015					Jun 30, 2015					Mar 31, 2015					Dec 31, 2014					Sep 30, 2014
($ in millions)	Net loan charge- offs			% of avg. loans(1)		Net loan charge- offs			% of avg. loans (1)		Net loan charge offs			% of avg. loans (1)		Net loan charge-offs			% of avg. loans (1)		Net loan charge-offs			% of avg. loans (1)		Net loan charge- offs			% of avg. loans(1)		Net loan charge- offs			% of avg. loans (1)		Net loan charge offs			% of avg. loans (1)		Net loan charge-offs			% of avg. loans (1)		Net loan charge-offs			% of avg. loans (1)
Commercial:
Commercial and industrial	$	81		0.12	%	$	64		0.10	%	$	82		0.12	%	$	67		0.11	%	$	60		0.10	%	$	122		0.17	%	$	81		0.12	%	$	64		0.10	%	$	82		0.12	%	$	67		0.11	%
Real estate mortgage	(15		)	(0.05	)	(11		)	(0.04	)	(25		)	(0.09	)	(37		)	(0.13	)	(10		)	(0.04	)	(23		)	(0.08	)	(15		)	(0.05	)	(11		)	(0.04	)	(25		)	(0.09	)	(37		)	(0.13	)
Real estate construction	(6		)	(0.11	)	(9		)	(0.19	)	(26		)	(0.56	)	(58		)	(1.27	)	(20		)	(0.47	)	(8		)	(0.15	)	(6		)	(0.11	)	(9		)	(0.19	)	(26		)	(0.56	)	(58		)	(1.27	)
Lease financing	2			0.06		—			—		1			0.05		4			0.10		1			0.05		3			0.11		2			0.06		—			—		1			0.05		4			0.10
Total commercial	62			0.06		44			0.04		32			0.03		(24		)	(0.02	)	31			0.03		94			0.08		62			0.06		44			0.04		32			0.03		(24		)	(0.02	)
Consumer:
Real estate 1-4 family first mortgage	67			0.10		83			0.13		88			0.13		114			0.17		137			0.21		62			0.09		67			0.10		83			0.13		88			0.13		114			0.17
Real estate 1-4 family junior lien mortgage	94			0.66		123			0.85		134			0.88		140			0.90		160			1.02		89			0.64		94			0.66		123			0.85		134			0.88		140			0.90
Credit card	243			3.21		239			3.19		221			2.97		201			2.87		211			3.20		216			2.71		243			3.21		239			3.19		221			2.97		201			2.87
Automobile	68			0.48		101			0.73		132			0.94		112			0.81		46			0.35		113			0.76		68			0.48		101			0.73		132			0.94		112			0.81
Other revolving credit and installment	116			1.26		118			1.32		128			1.45		125			1.46		132			1.22		129			1.35		116			1.26		118			1.32		128			1.45		125			1.46
Total consumer	588			0.53		664			0.60		703			0.63		692			0.62		686			0.62		609			0.53		588			0.53		664			0.60		703			0.63		692			0.62
Total	$	650		0.30	%	$	708		0.33	%	$	735		0.34	%	$	668		0.32	%	$	717		0.35	%	$	703		0.31	%	$	650		0.30	%	$	708		0.33	%	$	735		0.34	%	$	668		0.32	%


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

Table 29 presents net charge-offs for ~~second~~third quarter 2015 and the previous four quarters. Net charge-offs in ~~second~~third quarter 2015 were ~~$650~~$703 million ~~(0.30%~~(0.31% of average total loans outstanding) compared with ~~$717~~$668 million ~~(0.35%~~(0.32%) in ~~second~~third quarter 2014.

Due to higher dollar amounts associated with individual commercial and industrial and CRE loans, loss recognition tends to be irregular and varies more, compared with consumer loan portfolios. We continued to have improvement in our residential real estate secured portfolios.

ALLOWANCE FOR CREDIT LOSSES The allowance for credit losses, which consists of the allowance for loan losses and the allowance for unfunded credit commitments, is management’s estimate of credit losses inherent in the loan portfolio and unfunded credit commitments at the balance sheet date, excluding loans carried at fair value. The detail of the changes in the allowance for credit losses by portfolio segment (including charge-offs and recoveries by loan class) is in Note 5 (Loans and Allowance for Credit Losses) to Financial Statements in this Report.

We apply a disciplined process and methodology to establish our allowance for credit losses each quarter. This process takes into consideration many factors, including historical and forecasted loss trends, loan-level credit quality ratings and loan grade-specific characteristics. The process involves subjective and complex judgments. In addition, we review a variety of credit metrics and trends. These credit metrics and trends, however, do not solely determine the amount of the allowance as we use several analytical tools. Our estimation approach for the commercial portfolio reflects the estimated probability of default in accordance with the borrower’s financial strength, and the severity of loss in the event of default, considering the quality of any underlying collateral. Probability of default and severity at the time of default are statistically derived through historical observations of defaults and losses after default within each credit risk rating. Our estimation approach for the consumer portfolio uses forecasted losses that represent our best estimate of inherent loss based on historical experience, quantitative and other mathematical techniques over the loss emergence period. For additional information on our allowance for credit losses, see the “Critical Accounting Policies – Allowance for Credit Losses” section in our 2014 Form 10-K and Note 5 (Loans and Allowance for Credit Losses) to Financial Statements in this Report.

Table 30 presents the allocation of the allowance for credit losses by loan segment and class for the most recent quarter end and last four year ends.

4041

~~Risk Management - Credit Risk Management (continued~~)


Table 30: Allocation of the Allowance for Credit Losses (ACL)	Table 30: Allocation of the Allowance for Credit Losses (ACL)																				Table 30: Allocation of the Allowance for Credit Losses (ACL)
	June 30, 2015				December 31, 2014				December 31, 2013				December 31, 2012				December 31, 2011				Sep 30, 2015				Dec 31, 2014				Dec 31, 2013				Dec 31, 2012				Dec 31, 2011
(in millions)	ACL		Loans as % of total loans		ACL		Loans as % of total loans		ACL		Loans as % of total loans		ACL		Loans as % of total loans		ACL		Loans as % of total loans		ACL		Loans as % of total loans		ACL		Loans as % of total loans		ACL		Loans as % of total loans		ACL		Loans as % of total loans		ACL		Loans as % of total loans
Commercial:
Commercial and industrial	$	3,557	32	%	$	3,506	32	%	$	3,040	29	%	$	2,789	28	%	$	2,810	27	%	$	3,772	32	%	$	3,506	32	%	$	3,040	29	%	$	2,789	28	%	$	2,810	27	%
Real estate mortgage	1,321		14		1,576		13		2,157		14		2,284		13		2,570		14		1,307		14		1,576		13		2,157		14		2,284		13		2,570		14
Real estate construction	1,225		2		1,097		2		775		2		552		2		893		2		1,265		3		1,097		2		775		2		552		2		893		2
Lease financing	176		1		198		1		131		1		89		2		85		2		182		1		198		1		131		1		89		2		85		2
Total commercial	6,279		49		6,377		48		6,103		46		5,714		45		6,358		45		6,526		50		6,377		48		6,103		46		5,714		45		6,358		45
Consumer:
Real estate 1-4 family first mortgage	2,388		30		2,878		31		4,087		32		6,100		31		6,934		30		2,127		30		2,878		31		4,087		32		6,100		31		6,934		30
Real estate 1-4 family junior lien mortgage	1,564		6		1,566		7		2,534		8		3,462		10		3,897		11		1,339		6		1,566		7		2,534		8		3,462		10		3,897		11
Credit card	1,232		4		1,271		4		1,224		3		1,234		3		1,294		3		1,417		3		1,271		4		1,224		3		1,234		3		1,294		3
Automobile	542		7		516		6		475		6		417		6		555		6		537		7		516		6		475		6		417		6		555		6
Other revolving credit and installment	609		4		561		4		548		5		550		5		630		5		616		4		561		4		548		5		550		5		630		5
Total consumer	6,335		51		6,792		52		8,868		54		11,763		55		13,310		55		6,036		50		6,792		52		8,868		54		11,763		55		13,310		55
Total	$	12,614	100	%	$	13,169	100	%	$	14,971	100	%	$	17,477	100	%	$	19,668	100	%	$	12,562	100	%	$	13,169	100	%	$	14,971	100	%	$	17,477	100	%	$	19,668	100	%

	June 30, 2015				December 31, 2014				December 31, 2013				December 31, 2012				December 31, 2011				Sep 30, 2015				Dec 31, 2014				Dec 31, 2013				Dec 31, 2012				Dec 31, 2011
Components:
Allowance for loan losses	$	11,754			12,319				14,502				17,060				19,372				$	11,659			12,319				14,502				17,060				19,372
Allowance for unfunded credit commitments	860				850				469				417				296				903				850				469				417				296
Allowance for credit losses	$	12,614			13,169				14,971				17,477				19,668				$	12,562			13,169				14,971				17,477				19,668
Allowance for loan losses as a percentage of total loans	1.32			%	1.43				1.76				2.13				2.52				1.29			%	1.43				1.76				2.13				2.52
Allowance for loan losses as a percentage of total net charge-offs (1)	451				418				322				189				171				418				418				322				189				171
Allowance for credit losses as a percentage of total loans	1.42				1.53				1.82				2.19				2.56				1.39				1.53				1.82				2.19				2.56
Allowance for credit losses as a percentage of total nonaccrual loans	101				103				96				85				92				109				103				96				85				92


(1)	Total net charge-offs are annualized for quarter ended ~~June~~September 30, 2015.

In addition to the allowance for credit losses, there was $3.0 billion at ~~June~~September 30, 2015, and $2.9 billion at December 31, 2014, of nonaccretable difference to absorb losses for PCI loans. The allowance for credit losses is lower than otherwise would have been required without PCI loan accounting. As a result of PCI loans, certain ratios of the Company may not be directly comparable with credit-related metrics for other financial institutions. Additionally, loans purchased at fair value generally reflect a lifetime credit loss adjustment and therefore do not initially require additions to the allowance as is typically associated with loan growth. For additional information on PCI loans, see the “Risk Management – Credit Risk Management – Purchased Credit-Impaired Loans” section and Note 5 (Loans and Allowance for Credit Losses) to Financial Statements in this Report.

The ratio of the allowance for credit losses to total nonaccrual loans may fluctuate significantly from period to period due to such factors as the mix of loan types in the portfolio, borrower credit strength and the value and marketability of collateral. Over one-half of nonaccrual loans were real estate 1-4 family first and junior lien mortgage loans at ~~June~~September 30, 2015.

The allowance for credit losses declined ~~in second quarter 2015, which reflected~~from December 31, 2014, reflecting continued credit improvement, particularly in residential real estate portfolios and primarily associated with continued improvement in the housing ~~market.~~market, partially offset by an increase in our commercial allowance to reflect deterioration in the oil and gas sector. Total provision for credit losses was ~~$300~~$703 million in ~~second~~third quarter 2015, compared with ~~$217~~$368 million in ~~second~~third quarter 2014.

We believe the allowance for credit losses of $12.6 billion at ~~June~~September 30, 2015, was appropriate to cover credit losses inherent in the loan portfolio, including unfunded credit commitments, at that date. The allowance for credit losses is subject to change and reflects existing factors as of the date of determination, including economic or market conditions and ongoing internal and external examination processes. Due to the sensitivity of the allowance for credit losses to changes in the economic and business environment, it is possible that we will incur incremental credit losses not anticipated as of the balance sheet date. Future allowance levels may increase or decrease based on a variety of factors, including loan growth, portfolio performance and general economic conditions. Our process for determining the allowance for credit losses is discussed in the ~~“Critical~~

Risk Management - Credit Risk Management (continued)

“Critical Accounting Policies – Allowance for Credit Losses” section and Note 1 (Summary of

Significant Accounting Policies) to Financial Statements in our 2014 Form 10-K.

LIABILITY FOR MORTGAGE LOAN REPURCHASE LOSSES

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

Because we retain the servicing for most of the mortgage loans we sell or securitize, we believe the quality of our residential mortgage loan servicing portfolio provides helpful information in

evaluating our repurchase liability. Of the $1.7 trillion in the residential mortgage loan servicing portfolio at ~~June~~September 30, 2015, 95% was current and less than 2% was subprime at origination. Our combined delinquency and foreclosure rate on this portfolio was ~~5.13%~~5.26% at ~~June~~September 30, 2015, compared with 5.79% at December 31, 2014. Three percent of this portfolio is private label securitizations for which we originated the loans and therefore have some repurchase risk.

The overall level of unresolved repurchase demands and mortgage insurance rescissions outstanding at ~~June~~September 30, 2015, was down from a year ago both in number of outstanding loans and in total dollar balances as we observed a decline in new demands and continued to work through the ~~new demands and mortgage insurance rescissions.~~outstanding demands.

Table 31 provides the number of unresolved repurchase demands and mortgage insurance rescissions.

																									Table 31: Unresolved Repurchase Demands and Mortgage Insurance Rescissions
	Government sponsored entities			Private			Mortgage insurance rescissions with no demand (1)			Total			Government sponsored entities			Private			Mortgage insurance rescissions with no demand (1)			Total
($ in millions)	Number of loans	Original loan balance (2)		Number of loans	Original loan balance (2)		Number of loans	Original loan balance (2)		Number of loans	Original loan balance (2)		Number of loans	Original loan balance (2)		Number of loans	Original loan balance (2)		Number of loans	Original loan balance (2)		Number of loans	Original loan balance (2)
2015
September 30,													210	$	46	59	$	12	103	$	26	372	$	84
June 30,	385	$	83	148	$	24	107	$	27	640	$	134	385	83		148	24		107	27		640	134
March 31,	526	$	118	161	$	29	108	$	28	795	$	175	526	118		161	29		108	28		795	175
2014
December 31,	546	118		173	34		120	31		839	183		546	118		173	34		120	31		839	183
September 30,	426	93		322	75		233	52		981	220		426	93		322	75		233	52		981	220
June 30,	678	149		362	80		305	66		1,345	295		678	149		362	80		305	66		1,345	295
March 31,	599	126		391	89		409	90		1,399	305		599	126		391	89		409	90		1,399	305

(1)

As part of our representations and warranties in our loan sales contracts, we typically represent to GSEs and private investors that certain loans have mortgage insurance to the extent there are loans that have loan to value ratios in excess of 80% that require mortgage insurance. IfTo the extent the mortgage insurance is rescinded by the mortgage insurer due to a claim of breach of a contractual representation or warranty, the lack of insurance may result in a repurchase demand from an investor. Similar to repurchase demands, we evaluate mortgage insurance rescission notices for validity and appeal for reinstatement if the rescission was not based on a contractual breach. When investor demands are received due to lack of mortgage insurance, they are reported as unresolved repurchase demands based on the applicable investor category for the loan (GSE or private).

(2)

While the original loan balances related to these demands are presented above, the establishment of the repurchase liability is based on a combination of factors, such as our appeals success rates, reimbursement by correspondent and other third party originators, and projected loss severity, which is driven by the difference between the current loan balance and the estimated collateral value less costs to sell the property.

Table 32 summarizes the changes in our mortgage repurchase liability.

																															Table 32: Changes in Mortgage Repurchase Liability
	Quarter ended											Six months ended				Quarter ended											Nine months ended
(in millions)	Jun 30, 2015			Mar 31, 2015		Dec 31, 2014		Sep 30, 2014		Jun 30, 2014		Jun 30, 2015		Jun 30 2014		Sep 30, 2015			Jun 30, 2015		Mar 31, 2015		Dec 31, 2014		Sep 30, 2014		Sep 30, 2015		Sep 30 2014
Balance, beginning of period	$	586		615		669		766		799		615		899		$	557		586		615		669		766		615		899
Provision for repurchase losses:
Loan sales	13			10		10		12		12		23		22		11			13		10		10		12		34		34
Change in estimate (1)	(31		)	(26	)	(49	)	(93	)	(38	)	(57	)	(42	)	(17		)	(31	)	(26	)	(49	)	(93	)	(74	)	(135	)
Total additions (reductions)	(18		)	(16	)	(39	)	(81	)	(26	)	(34	)	(20	)
Total reductions																(6		)	(18	)	(16	)	(39	)	(81	)	(40	)	(101	)
Losses	(11		)	(13	)	(15	)	(16	)	(7	)	(24	)	(113	)	(13		)	(11	)	(13	)	(15	)	(16	)	(37	)	(129	)
Balance, end of period	$	557		586		615		669		766		557		766		$	538		557		586		615		669		538		669


(1)	Results from changes in investor demand, mortgage insurer practices, credit and the financial stability of correspondent lenders.

Our liability for mortgage repurchases, included in “Accrued expenses and other liabilities” in our consolidated balance sheet, represents our best estimate of the probable loss that we expect to incur for various representations and warranties in the contractual provisions of our sales of mortgage loans. The liability was ~~$557~~$538 million at ~~June~~September 30, 2015 and ~~$766~~$669 million at ~~June~~September 30, 2014. In ~~second~~third quarter 2015, we released ~~$18~~

$6 million, which increased net gains on mortgage loan origination/sales activities, compared with a release of ~~$26~~$81 million in ~~second~~

third quarter 2014. The release in ~~second~~third quarter 2015 was primarily due to a re-estimation of our liability based on recently observed trends.

Total losses charged to the repurchase liability were ~~$11~~$13 million in ~~second~~third quarter 2015, compared with $716 million a year ago.

Because of the uncertainty in the various estimates underlying the mortgage repurchase liability, there is a range of losses in excess of the recorded mortgage repurchase liability that

~~Risk Management - Credit Risk Management (continued~~)

are reasonably possible. The estimate of the range of possible loss for representations and warranties does not represent a probable loss, and is based on currently available information, significant judgment, and a number of assumptions that are subject to change. The high end of this range of reasonably possible losses was $928 million in excess of our recorded liability ~~was $934 million~~ at ~~June~~September 30, 2015, and was determined based upon modifying the assumptions (particularly to assume significant changes in investor repurchase demand practices) used in our best estimate of probable loss to reflect what we believe to be the high end of reasonably possible adverse assumptions.

For additional information on our repurchase liability, see the “Risk Management – Credit Risk Management – Liability For Mortgage Loan Repurchase Losses” section in our 2014 Form 10-K and Note 8 (Mortgage Banking Activities) to Financial Statements in this Report.

RISKS RELATING TO SERVICING ACTIVITIESIn addition to servicing loans in our portfolio, we act as servicer and/or master servicer of residential mortgage loans included in GSE-guaranteed mortgage securitizations, GNMA-guaranteed mortgage securitizations of FHA-insured/VA-guaranteed mortgages and private label mortgage securitizations, as well as for unsecuritized loans owned by institutional investors.

In connection with our servicing activities we have entered into various settlements with federal and state regulators to resolve certain alleged servicing issues and practices. In general, these settlements required us to provide customers with loan modification relief, refinancing relief, and foreclosure prevention and assistance, as well as imposed certain monetary penalties on us.

In particular, on February 28, 2013, we entered into amendments to an April 2011 Consent Order with both the Office of the Comptroller of the Currency (OCC) and the FRB, which effectively ceased the Independent Foreclosure Review program created by such Consent Order and replaced it with an accelerated remediation commitment to provide foreclosure prevention actions on $1.2 billion of residential mortgage loans, subject to a process to be administered by the OCC and the FRB. During 2014, we reported sufficient foreclosure prevention actions to ~~the monitor of the accelerated remediation process to meet~~satisfy the $1.2 billion financial commitment.

In June 2015, we entered into an additional amendment to the April 2011 Consent Order with the OCC to address 15 of the 98 actionable items contained in the April 2011 Consent Order that were still considered open. This amendment requires that we remediate certain activities associated with our mortgage loan servicing practices and allows for the OCC to take additional supervisory action, including possible civil money penalties, if we do not comply with the terms of this amended Consent Order. In addition, this amendment prohibits us from acquiring new mortgage servicing rights or entering into new mortgage servicing contracts, other than mortgage servicing associated with originating mortgage loans or purchasing loans from correspondent clients in our normal course of business. Additionally, this amendment prohibits any new off-shoring of new mortgage servicing activities and requires OCC approval to outsource or sub-service any new mortgage servicing activities.

For additional information about the risks and various settlements related to our servicing activities, see “Risk Management – Credit Risk Management – Risks Relating to Servicing Activities” in our 2014 Form 10-K.

4344

Asset/Liability Management (continued)

Asset/Liability Management

Asset/liability management involves evaluating, monitoring and managing interest rate risk, market risk, liquidity and funding. Primary oversight of interest rate risk and market risk resides with the Finance Committee of our Board of Directors (Board), which oversees the administration and effectiveness of financial risk management policies and processes used to assess and manage these risks. Primary oversight of liquidity and funding resides with the Risk Committee of the Board. At the management level we utilize a Corporate Asset/Liability Management Committee (Corporate ALCO), which consists of senior financial, risk, and business executives, to oversee these risks and report on them periodically to the Board’s Finance Committee and Risk Committee as appropriate. Each of our principal lines of business has its own asset/liability management committee and process linked to the Corporate ALCO process. As discussed in more detail for trading activities below, we employ separate management level oversight specific to market risk. Market risk, in its broadest sense, refers to the possibility that losses will result from the impact of adverse changes in market rates and prices on our trading and non-trading portfolios and financial instruments.

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

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

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

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

the remaining maturity of various assets or liabilities may shorten or lengthen as interest rates change (for example, if long-term mortgage interest rates decline sharply, MBS held in the investment securities portfolio may prepay significantly earlier than anticipated, which could reduce portfolio income); or

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

We assess interest rate risk by comparing outcomes under various earnings simulations using many interest rate scenarios that differ in the direction of interest rate changes, the degree of change over time, the speed of change and the projected shape of the yield curve. These simulations require assumptions regarding how changes in interest rates and related market conditions could influence drivers of earnings and balance sheet composition such as loan origination demand, prepayment speeds, deposit balances and mix, as well as pricing strategies.

Our risk measures include both net interest income sensitivity and interest rate sensitive noninterest income and expense impacts. We refer to the combination of these exposures as interest rate sensitive earnings. In general, the Company is positioned to benefit from higher interest rates. Currently, our profile is such that net interest income will benefit from higher interest rates as our assets reprice faster and to a greater degree than our liabilities, and, in response to lower market rates, our assets will reprice downward and to a greater degree than our liabilities. Our interest rate sensitive noninterest income and expense is largely driven by mortgage activity, and tends to move in the opposite direction of our net interest income. So, in response to higher interest rates, mortgage activity, primarily refinancing activity, generally declines. And in response to lower rates, mortgage activity generally increases. Mortgage results in our simulations are also impacted by the valuation of MSRs and related hedge positions. See the “Risk Management – Mortgage Banking Interest Rate and Market Risk” section in this Report for more information.

The degree to which these sensitivities offset each other is dependent upon the timing and magnitude of changes in interest rates, and the slope of the yield curve. During a transition to a higher or lower interest rate environment, a reduction or increase in interest-sensitive earnings from the mortgage banking business could occur quickly, while the benefit or detriment from balance sheet repricing could take more time to develop. For example, our lower rate scenarios (scenario 1 and scenario 2) in the following table initially measure a decline in ~~long-term~~ interest rates versus our most likely scenario. Although the performance in these rate scenarios contain initial benefit from increased mortgage banking activity, the result is lower earnings relative to the most likely scenario over time given pressure on net interest income. The higher rate scenarios (scenario 3 and scenario 4) measure the impact of varying degrees of rising short-term and long-term interest rates over the course of the forecast horizon relative to the most likely scenario, both resulting in positive earnings sensitivity.

As of ~~June~~September 30, 2015, our most recent simulations estimate earnings at risk over the next 24 months under a range of both lower and higher interest rates. The results of the simulations are summarized in Table 33, indicating cumulative net income after tax earnings sensitivity relative to the most likely earnings plan over the 24 month horizon (a positive range indicates a beneficial earnings sensitivity measurement relative to the most likely earnings plan and a negative range indicates a detrimental earnings sensitivity relative to the most likely earnings plan).

4445

~~Asset/Liability Management (continued~~)

													Table 33: Earnings Sensitivity Over 24 Month Horizon Relative to Most Likely Earnings Plan
	Most		Lower rates		Higher rates		Most		Lower rates		Higher rates
	likely		Scenario 1	Scenario 2	Scenario 3	Scenario 4	likely		Scenario 1	Scenario 2	Scenario 3	Scenario 4
Ending rates:
Federal funds	2.11	%	0.25	1.85	2.36	5.00	1.86	%	0.25	1.61	2.12	5.00
10-year treasury (1)	3.55		1.80	3.05	4.05	5.95	3.17		1.80	2.67	3.67	5.95
Earnings relative to most likely	N/A		(0)-(1)%	(0)-(1)	0 - 5	0 - 5	N/A		(1)-(2)%	(1)-(2)	0-5	0-5


(1)	U.S. Constant Maturity Treasury Rate

We use the investment securities portfolio and exchange-traded and over-the-counter (OTC) interest rate derivatives to hedge our interest rate exposures. See the “Balance Sheet Analysis – Investment Securities” section in this Report for more information on the use of the available-for-sale and held-to-maturity securities portfolios. The notional or contractual amount, credit risk amount and fair value of the derivatives used to hedge our interest rate risk exposures as of ~~June~~September 30, 2015, and December 31, 2014, are presented in Note 12 (Derivatives) to Financial Statements in this Report. We use derivatives for asset/liability management in two main ways:

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

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

~~MORTAGE~~MORTGAGE BANKING INTEREST RATE AND MARKET RISK We originate, fund and service mortgage loans, which subjects us to various risks, including credit, liquidity and interest rate risks. For a discussion of mortgage banking interest rate and market risk, see pages 87-89 of our 2014 Form 10-K.

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

The total carrying value of our residential and commercial MSRs was ~~$13.9~~$13.1 billion at ~~June~~September 30, 2015, and $14.0 billion at December 31, 2014. The weighted-average note rate on our portfolio of loans serviced for others was ~~4.41%~~4.39% at ~~June~~September 30, 2015, and 4.45% at December 31, 2014. The carrying value of our total MSRs represented ~~0.77%~~0.73% of mortgage loans serviced for others at ~~June~~September 30, 2015, and 0.75% at December 31, 2014.

MARKET RISK - TRADING ACTIVITIES The Finance Committee of our Board of Directors reviews the acceptable market risk appetite for our trading activities. We engage in trading activities primarily to accommodate the investment and risk management activities of our customers (which involves transactions that are recorded as trading assets and liabilities on our balance sheet), to execute economic hedging to manage certain balance sheet risks and, to a very limited degree, for proprietary trading for our own account. These activities primarily occur within our Wholesale businesses and to a lesser extent other divisions of the Company. All of our trading assets and liabilities, including securities, foreign exchange transactions, commodity transactions, and derivatives are carried at fair value. Income earned related to these trading activities include net interest income and changes in fair value related to trading assets and liabilities. Net interest income earned on trading assets and liabilities is reflected in the interest income and interest expense components of our income statement. Changes in fair value of trading assets and liabilities are reflected in net gains on trading activities, a component of noninterest income in our income statement.

Table 34 presents total revenue from trading activities.

																			Table 34: Income from Trading Activities
	Quarter ended June 30,						Six months ended June 30,			Quarter ended September 30,						Nine months ended September 30,
(in millions)		2015			2014		2015		2014		2015			2014		2015		2014
Interest income (1)		$	483		407		928		781		$	485		427		1,413		1,208
Less: Interest expense (2)		83			93		180		180		89			106		269		286
Net interest income		400			314		748		601		396			321		1,144		922
Noninterest income:
Net gains from trading activities (3):
Net gains (losses) from trading activities (3):
Customer accommodation		258			242		555		602		168			202		723		804
Economic hedges and other (4)		(125		)	142		(14	)	208		(194		)	(34	)	(208	)	174
Proprietary trading		—			(2	)	—		4		—			—		—		4
Total net trading gains		133			382		541		814
Total net gains (losses) from trading activities											(26		)	168		515		982
Total trading-related net interest and noninterest income		$	533		696		1,289		1,415		$	370		489		1,659		1,904


(1)	Represents interest and dividend income earned on trading securities.


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


(3)	Represents realized gains (losses) from our trading activity and unrealized gains (losses) due to changes in fair value of our trading positions, attributable to the type of business activity.


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

Customer accommodation Customer accommodation activities are conducted to help customers manage their investment and risk management needs. We engage in market-making activities or act as an intermediary to purchase or sell financial instruments in anticipation of or in response to customer needs. This category also includes positions we use to manage our exposure to customer transactions.

For the majority of our customer accommodation trading, we serve as intermediary between buyer and seller. For example, we may purchase or sell a derivative to a customer who wants to manage interest rate risk exposure. We typically enter into offsetting derivative or security positions with a separate counterparty or exchange to manage our exposure to the

Asset/Liability Management (continued)

derivative with our customer. We earn income on this activity based on the transaction price difference between the customer

and offsetting derivative or security positions, which is reflected in the fair value changes of the positions recorded in net gains on trading activities.

Customer accommodation trading also includes net gains related to market-making activities in which we take positions to facilitate customer order flow. For example, we may own securities recorded as trading assets (long positions) or sold securities we have not yet purchased, recorded as trading liabilities (short positions), typically on a short-term basis, to facilitate support of buying and selling demand from our customers. As a market maker in these securities, we earn income due to: (1) the difference between the price paid or received for the purchase and sale of the security (bid-ask spread), (2) the net interest income, and (3) the change in fair value of the long or short positions during the short-term period held on our balance sheet. Additionally, we may enter into separate derivative or security positions to manage our exposure related to our long or short security positions. Income earned on this type of market-making activity is reflected in the fair value changes of these positions recorded in net gains on trading activities.

Economic hedges and other Economic hedges in trading are not designated in a hedge accounting relationship and exclude economic hedging related to our asset/liability risk management and substantially all mortgage banking risk management activities. Economic hedging activities include the use of trading securities to economically hedge risk exposures related to non-trading activities or derivatives to hedge risk exposures related to trading assets or trading liabilities. Economic hedges are unrelated to our customer accommodation activities. Other activities include financial assets held for investment purposes that we elected to carry at fair value with changes in fair value recorded to earnings in order to mitigate accounting measurement mismatches or avoid embedded derivative accounting complexities.

Proprietary trading Proprietary trading consists of security or derivative positions executed for our own account based upon market expectations or to benefit from price differences between financial instruments and markets. Proprietary trading activity has been substantially restricted by the Dodd-Frank Act provisions known as the “Volcker Rule.” Accordingly, we reduced and have exited certain business activities in anticipation of the rule’s compliance date. As discussed within this section and the noninterest income section of our financial results, proprietary trading activity is insignificant to our business and financial results. For more details on the Volcker Rule, see the “Regulatory Reform” section in our 2014 Form 10-K.

Daily Trading-Related Revenue Table 35 provides information on the distribution of daily trading-related revenues for the Company’s trading portfolio. This trading-related revenue is defined as the change in value of the trading assets and trading liabilities, trading-related net interest income, and trading-related intra-day gains and losses. Net trading-related revenue does not include activity related to long-term positions held for economic hedging purposes, period-end adjustments, and other activity not representative of daily price changes driven by market factors.

4647

~~Asset/Liability Management (continued~~)

Table 35: Distribution of Daily Trading-Related Revenues

Market risk is the risk of possible economic loss from adverse changes in market risk factors such as interest rates, credit spreads, foreign exchange rates, equity, commodity prices, mortgage rates, and market liquidity. Market risk is intrinsic to the Company’s sales and trading, market making, investing, and risk management activities.

The Company uses Value-at-Risk (VaR) metrics complemented with sensitivity analysis and stress testing in measuring and monitoring market risk. These market risk measures are monitored at both the business unit level and at aggregated levels on a daily basis. Our corporate market risk management function aggregates and monitors all exposures to ensure risk measures are within our established risk appetite. Changes to the market risk profile are analyzed and reported on a daily basis. The Company monitors various market risk exposure measures from a variety of perspectives, which include line of business, product, risk type, and legal entity.

VaR is a statistical risk measure used to estimate the potential loss from adverse moves in the financial markets. The VaR measures assume that historical changes in market values (historical simulation analysis) are representative of the potential future outcomes and measure the expected loss over a given time interval (for example, 1 day or 10 days) at a given confidence level. Our historical simulation analysis approach uses historical observations of daily changes in each of the market risk factors from each trading day in the previous 12 months. The risk drivers of each market risk exposure are updated on a daily basis. We measure and report VaR for 1-day and 10-day holding periods at a 99% confidence level. This means that we would expect to incur single day losses greater than predicted by VaR estimates for the measured positions one time in every 100 trading days. We treat

data from all historical periods as equally relevant and consider using data for the previous 12 months as appropriate for determining VaR. We believe using a 12-month look back period

helps ensure the Company’s VaR is responsive to current market conditions.

VaR measurement between different financial institutions is not readily comparable due to modeling and assumption differences from company to company. VaR measures are more useful when interpreted as an indication of trends rather than an absolute measure to be compared across financial institutions.

VaR models are subject to limitations which include, but are not limited to, the use of historical changes in market factors that may not accurately reflect future changes in market factors, and the inability to predict market liquidity in extreme market conditions. All limitations such as model inputs, model assumptions, and calculation methodology risk are monitored by the Corporate Market Risk Group and the Corporate Model Risk Group.

The VaR models measure exposure to the following categories:

credit risk – exposures from corporate credit spreads, asset-backed security spreads, and mortgage prepayments.

interest rate risk – exposures from changes in the level, slope, and curvature of interest rate curves and the volatility of interest rates.

equity risk – exposures to changes in equity prices and volatilities of single name, index, and basket exposures.

commodity risk – exposures to changes in commodity prices and volatilities.

4748

Asset/Liability Management (continued)

foreign exchange risk – exposures to changes in foreign exchange rates and volatilities.

VaR is a primary market risk management measure for the assets and liabilities classified as trading and is used as a supplemental analysis tool to monitor exposures classified as available for sale (AFS) and other exposures that we carry at fair value.

Trading VaR is the measure used to provide insight into the market risk exhibited by the Company’s trading positions. The Company calculates Trading VaR for risk management purposes

to establish line of business and Company-wide risk limits. Trading VaR is calculated based on all trading positions classified as trading assets or trading liabilities on our balance sheet.

Table 36 shows the results of the Company’s Trading General VaR by risk category. As presented in the table, average Trading General VaR was $21 million for the quarter ended September 30, 2015, compared with $16 million for the quarter ended June 30, ~~2015, compared with $18 million for the quarter ended March 31,~~ 2015. The ~~decrease~~increase was primarily driven by changes in portfolio composition.

																											Table 36: Trading 1-Day 99% General VaR Risk Category
				Quarter ended													Quarter ended
	June 30, 2015							March 31, 2015						September 30, 2015							June 30, 2015
(in millions)	Period end			Average		Low	High	Period end		Average		Low	High	Period end			Average		Low	High	Period end		Average		Low	High
Company Trading General VaR Risk Categories
Credit	$	18		17		10	22	14		11		7	19	$	20		20		16	24	18		17		10	22
Interest rate	18			14		7	21	20		15		6	28	18			14		6	22	18		14		7	21
Equity	15			11		8	15	9		10		8	11	16			14		12	16	15		11		8	15
Commodity	1			1		1	2	1		1		—	2	1			1		1	2	1		1		1	2
Foreign exchange	1			1		—	7	1		1		—	1	1			1		—	2	1		1		—	7
Diversification benefit (1)	(38		)	(28	)			(27	)	(20	)			(38		)	(29	)			(38	)	(28	)
Company Trading General VaR	$	15		16				18		18				$	18		21				15		16

(1)

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

Sensitivity Analysis Given the inherent limitations of the VaR models, the Company uses other measures, including sensitivity analysis, to measure and monitor risk. Sensitivity analysis is the measure of exposure to a single risk factor, such as a 0.01% increase in interest rates or a 1% increase in equity prices. We conduct and monitor sensitivity on interest rates, credit spreads, volatility, equity, commodity, and foreign exchange exposure. Sensitivity analysis complements VaR as it provides an indication of risk relative to each factor irrespective of historical market moves.

Stress Testing While VaR captures the risk of loss due to adverse changes in markets using recent historical market data, stress testing captures the Company’s exposure to extreme but low probability market movements. Stress scenarios estimate the risk of losses based on management’s assumptions of abnormal but severe market movements such as severe credit spread widening or a large decline in equity prices. These scenarios assume that the market moves happen instantaneously and no repositioning or hedging activity takes place to mitigate losses as events unfold (a conservative approach since experience demonstrates otherwise).

An inventory of scenarios is maintained representing both historical and hypothetical stress events that affect a broad range of market risk factors with varying degrees of correlation and differing time horizons. Hypothetical scenarios assess the impact of large movements in financial variables on portfolio values. Typical examples include a 1% (100 basis point) increase across the yield curve or a 10% decline in equity market indexes. Historical scenarios utilize an event-driven approach: the stress scenarios are based on plausible but rare events, and the analysis addresses how these events might affect the risk factors relevant to a portfolio.

The Company’s stress testing framework is also used in calculating results in support of the Federal Reserve Board’s

Comprehensive Capital Analysis & Review (CCAR) and internal stress tests. Stress scenarios are regularly reviewed and updated to address potential market events or concerns. For more detail on the CCAR process, see the “Capital Management” section in this Report.

Regulatory Market Risk Capital is based on U.S. regulatory agency risk-based capital regulations that are based on the Basel Committee Capital Accord of the Basel Committee on Banking Supervision. ~~Prior to January 1, 2013, U.S. banking regulators’ market risk capital requirements were subject to Basel I and thereafter based on Basel 2.5. Effective January 1, 2014, the~~The Company must calculate regulatory capital based on the Basel III market risk capital rule, which ~~integrated Basel 2.5, and~~ requires banking organizations with significant trading activities to adjust their capital requirements to better account for the market risks of those activities based on comprehensive and risk sensitive methods and models. The market risk capital rule is intended to cover the risk of loss in value of covered positions due to changes in market conditions.

Composition of Material Portfolio of Covered Positions The positions that are “covered” by the market risk capital rule are generally a subset of our trading assets and trading liabilities, specifically those held by the Company for the purpose of short-term resale or with the intent of benefiting from actual or expected short-term price movements, or to lock in arbitrage profits. Positions excluded from market risk regulatory capital treatment are subject to the credit risk capital rules applicable to the “non-covered” trading positions.

The material portfolio of the Company’s “covered” positions is predominantly concentrated in the trading assets and trading liabilities managed within Wholesale Banking where the substantial portion of market risk capital resides. Wholesale Banking engages in the fixed income, traded credit, foreign

~~Asset/Liability Management (continued~~)

exchange, equities, and commodities markets businesses. Other business segments hold small additional trading positions covered under the market risk capital rule.

Regulatory Market Risk Capital Components The capital required for market risk on the Company’s “covered” positions is determined by internally developed models or standardized specific risk charges. The market risk regulatory capital models are subject to internal model risk management and validation. The models are continuously monitored and enhanced in response to changes in market conditions, improvements in system capabilities, and changes in the Company’s market risk exposure. The Company is required to obtain and has received prior written approval from its regulators before using its internally developed models to calculate the market risk capital charge.

Basel III prescribes various VaR measures in the determination of regulatory capital and RWAs. The Company

uses the same VaR models for both market risk management

purposes as well as regulatory capital calculations. For regulatory purposes, we use the following metrics to determine the Company’s market risk capital requirements:

General VaR measures the risk of broad market movements such as changes in the level of credit spreads, interest rates, equity prices, commodity prices, and foreign exchange rates. General VaR uses historical simulation analysis based on 99% confidence level and a 10-day time horizon.

Table 37 shows the General VaR measure categorized by major risk categories. Average 10-day Company Regulatory General VaR was $35 million for the quarter ended September 30, 2015, compared with $27 million for the quarter ended June 30, ~~2015, compared with $20 million for the quarter ended March 31,~~ 2015. The increase was primarily driven by changes in portfolio composition.

																											Table 37: Regulatory 10-Day 99% General VaR by Risk Category
				Quarter ended													Quarter ended
	June 30, 2015							March 31, 2015						September 30, 2015							June 30, 2015
(in millions)	Period end			Average		Low	High	Period end		Average		Low	High	Period end			Average		Low	High	Period end		Average		Low	High
Wholesale Regulatory General VaR Risk Categories	Wholesale Regulatory General VaR Risk Categories													Wholesale Regulatory General VaR Risk Categories
Credit	$	47		43		19	60	30		33		23	42	$	45		46		30	61	47		43		19	60
Interest rate	58			40		21	67	56		50		26	94	38			45		27	77	58		40		21	67
Equity	7			8		3	13	11		10		4	19	7			6		3	13	7		8		3	13
Commodity	3			4		2	7	2		2		1	4	1			3		1	5	3		4		2	7
Foreign exchange	4			6		1	20	7		4		1	7	2			4		1	6	4		6		1	20
Diversification benefit (1)	(90		)	(76	)			(87	)	(79	)			(64		)	(72	)			(90	)	(76	)
Wholesale Regulatory General VaR	$	29		25		14	39	19		20		12	43	$	29		32		21	56	29		25		14	39
Company Regulatory General VaR	30			27		13	41	19		20		11	43	31			35		23	58	30		27		13	41

(1)

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

Specific Risk measures the risk of loss that could result from factors other than broad market movements, or name-specific market risk. Specific Risk uses Monte Carlo simulation analysis based on a 99% confidence level and a 10-day time horizon.

Total VaR (as presented in Table 38) is composed of General VaR and Specific Risk and uses the previous 12 months of historical market data in compliance with regulatory requirements.

Total Stressed VaR (as presented in Table 38) uses a historical period of significant financial stress over a continuous 12 month period using historically available market data and is composed of Stressed General VaR and Stressed Specific Risk. Total Stressed VaR uses the same methodology and models as Total VaR.

Incremental Risk Charge (as presented in Table 38) captures losses due to both issuer default and migration risk at the 99.9% confidence level over the one-year capital horizon under the assumption of constant level of risk or a constant position assumption. The model covers all non-securitized credit-sensitive products.

The Company calculates Incremental Risk by generating a portfolio loss distribution using Monte Carlo simulation, which assumes numerous scenarios, where an assumption is made that the portfolio’s composition remains constant for a one-year time horizon. Individual issuer credit grade migration and issuer default risk is modeled through generation of the issuer’s credit rating transition based upon statistical modeling. Correlation between credit grade migration and default is captured by a multifactor proprietary model which takes into account industry classifications as well as regional effects. Additionally, the impact of market and issuer specific concentrations is reflected in the modeling framework by assignment of a higher charge for portfolios that have increasing concentrations in particular issuers or sectors. Lastly, the model captures product basis risk; that is, it reflects the material disparity between a position and its hedge.

Table 38 provides information on Total VaR, Total Stressed VaR and the Incremental Risk Charge results for the quarter ended ~~June~~September 30, 2015. For the Incremental Risk Charge, the required capital for market risk at quarter end equals the ~~average for the quarter.~~quarter end results.

4950

Asset/Liability Management (continued)

															Table 38: Market Risk Regulatory Capital Modeled Components
	Quarter ended June 30, 2015					June 30, 2015		Quarter ended September 30, 2015					September 30, 2015
(in millions)	Average		Low	High	Quarter end	Risk- based capital (1)	Risk- weighted assets (1)	Average		Low	High	Quarter end	Risk- based capital (1)	Risk- weighted assets (1)
Total VaR	$	57	52	64	58	171	2,139	$	61	55	76	59	183	2,293
Total Stressed VaR	319		270	416	348	956	11,955	282		219	364	244	846	10,570
Incremental Risk Charge	371		330	402	367	371	4,634	362		325	400	378	378	4,721


(1)	Results represent the risk-based capital and RWAs based on the VaR and Incremental Risk Charge models.

Securitized Products Charge Basel III requires a separate market risk capital charge for positions classified as a securitization or re-securitization. The primary criteria for classification as a securitization are whether there is a transfer of risk and whether the credit risk associated with the underlying exposures has been separated into at least two tranches reflecting different levels of seniority. Covered trading securitizations positions include consumer and commercial asset-backed securities (ABS), commercial mortgage-backed securities (CMBS), residential mortgage-backed securities (RMBS), and collateralized loan and other debt obligations (CLO/CDO) positions. The securitization capital requirements are the greater of the capital requirements of the net long or short exposure, and are capped at the maximum loss that could be incurred on any given transaction.

Table 39 shows the aggregate net fair market value of securities and derivative securitization positions by exposure type that meet the regulatory definition of a covered trading securitization position at ~~June~~September 30, 2015, and December 31, 2014.

															Table 39: Covered Securitization Positions by Exposure Type (Market Value)
(in millions)	ABS			CMBS	RMBS	CLO/CDO		ABS			CMBS	RMBS	CLO/CDO
June 30, 2015
September 30, 2015

Securitization exposure:
Securities	$	930		949	735	734		$	1,047		599	717	672
Derivatives	6			12	9	(30	)	3			2	11	(28	)
Total	$	936		961	744	704		$	1,050		601	728	644
December 31, 2014
Securitization exposure:
Securities	$	752		709	689	553		$	752		709	689	553
Derivatives	(1		)	5	23	(31	)	(1		)	5	23	(31	)
Total	$	751		714	712	522		$	751		714	712	522

SECURITIZATION DUE DILIGENCE AND RISK MONITORING The market risk capital rule requires that the Company conduct due diligence on the risk of each position within three days of the purchase of a securitization position. The Company’s due diligence ~~provides~~seeks to provide an understanding of the features that would materially affect the performance of a securitization or re-securitization. The due diligence analysis is re-performed on a quarterly basis for each securitization and re-securitization position. The Company uses an automated solution to track the due diligence associated with securitization activity. The Company aims to manage the risks associated with securitization and re-securitization positions through the use of offsetting positions and portfolio diversification.

Standardized Specific Risk Charge For debt and equity positions that are not evaluated by the approved internal specific risk models, a regulatory prescribed standard specific risk charge is applied. The standard specific risk add-on for sovereign entities, public sector entities, and depository institutions is based on the Organization for Economic Co-operation and Development (OECD) country risk classifications (CRC) and the remaining contractual maturity of the position. These risk add-ons for debt positions range from 0.25% to 12%. The add-on for corporate debt is based on creditworthiness and the remaining contractual maturity of the position. All other types of debt positions are subject to an 8% add-on. The standard specific risk add-on for equity positions is generally 8%.

Comprehensive Risk Charge / Correlation Trading The market risk capital rule requires capital for correlation trading positions. The Company's remaining correlation trading exposure covered under the market risk capital rule matured in fourth quarter 2014.

Table 40 summarizes the market risk-based capital requirements charge and market RWAs in accordance with the Basel III market risk capital rule as of ~~June~~September 30, 2015, and as of December 31, 2014. The market RWAs are calculated as the sum of the components in the table below.

5051

~~Asset/Liability Management (continued~~)


Table 40: Market Risk Regulatory Capital and RWAs
	June 30, 2015			December 31, 2014		September 30, 2015			December 31, 2014
(in millions)	Risk- based capital		Risk- weighted assets	Risk- based capital	Risk- weighted assets	Risk- based capital		Risk- weighted assets	Risk- based capital	Risk- weighted assets
Total VaR	$	171	2,139	146	1,822	$	183	2,293	146	1,822
Total Stressed VaR	956		11,955	1,469	18,359	846		10,570	1,469	18,359
Incremental Risk Charge	371		4,634	345	4,317	378		4,721	345	4,317
Securitized Products Charge	678		8,470	766	9,577	694		8,679	766	9,577
Standardized Specific Risk Charge	1,198		14,978	1,177	14,709	1,147		14,340	1,177	14,709
De minimis Charges (positions not included in models)	12		144	66	829	27		331	66	829
Total	$	3,386	42,320	3,969	49,613	$	3,275	40,934	3,969	49,613

RWA Rollforward Table 41 depicts the changes in the market risk regulatory capital and RWAs under Basel III for the first ~~half~~nine months and ~~second~~third quarter of 2015.

											Table 41: Analysis of Changes in Market Risk Regulatory Capital and RWAs
(in millions)	Risk- based capital			Risk- weighted assets		Risk- based capital			Risk- weighted assets
Balance, December 31, 2014	$	3,969		49,613		$	3,969		49,613
Total VaR	25			317		37			471
Total Stressed VaR	(513		)	(6,404	)	(623		)	(7,789	)
Incremental Risk Charge	26			317		33			404
Securitized Products Charge	(88		)	(1,107	)	(72		)	(898	)
Standardized Specific Risk Charge	21			269		(30		)	(369	)
De minimis Charges	(54		)	(685	)	(39		)	(498	)
Balance, September 30, 2015						$	3,275		40,934

Balance, June 30, 2015	$	3,386		42,320		$	3,386		42,320

Balance, March 31, 2015	$	3,807		47,589
Total VaR	24			303		12			154
Total Stressed VaR	(85		)	(1,054	)	(110		)	(1,385	)
Incremental Risk Charge	(7		)	(97	)	7			87
Securitized Products Charge	(35		)	(446	)	16			209
Standardized Specific Risk Charge	(301		)	(3,758	)	(51		)	(638	)
De minimis Charges	(17		)	(217	)	15			187
Balance, June 30, 2015	$	3,386		42,320
Balance, September 30, 2015						$	3,275		40,934

All changes to market risk regulatory capital and RWAs in the first ~~half~~nine months and ~~second~~third quarter of 2015 were associated with changes in positions due to normal trading activity.

5152

Asset/Liability Management (continued)

VaR Backtesting The market risk capital rule requires backtesting as one form of validation of the VaR model. Backtesting is a comparison of the daily VaR estimate with the actual clean profit and loss (clean P&L) as defined by the market risk capital rule. Clean P&L is the change in the value of the Company’s covered trading positions that would have occurred had previous end-of-day covered trading positions remained unchanged (therefore, excluding fees, commissions, net interest income, and intraday trading gains and losses). The backtesting analysis compares the daily Total VaR for each of the trading days in the preceding 12 months with the net clean P&L. Clean P&L does not include credit adjustments and other activity not representative of daily price changes driven by market risk factors. The clean P&L measure of revenue is used to evaluate the performance of the Total VaR and is not comparable to our actual daily trading net revenues, as reported elsewhere in this Report.

Any observed clean P&L loss in excess of the Total VaR is considered a market risk regulatory capital backtesting exception.

The actual number of exceptions (that is, the number of business days for which the clean P&L losses exceed the corresponding 1-day, 99% Total VaR measure) over the preceding 12 months is used to determine the capital multiplier for the capital calculation. The number of actual backtesting exceptions is dependent on current market performance relative to historic market volatility. This capital multiplier increases from a minimum of three to a maximum of four, depending on the number of exceptions. No backtesting exceptions occurred over the preceding 12 months. Backtesting is also performed at granular levels within the Company.

Table 42 shows daily Total VaR (1-day, 99%) used for regulatory market risk capital backtesting for the 12 months ended ~~June~~September 30, 2015. The Company’s average Total VaR for ~~second~~third quarter 2015 was ~~$22~~$21 million with a low of ~~$20~~$19 million and a high of ~~$25~~$24 million.

Table 42: Daily Total 1-Day 99% VaR Measure (Rolling 12 Months)

Market Risk Governance The Finance Committee of our Board has primary oversight over market risk-taking activities of the Company and reviews the acceptable market risk appetite. The Corporate Risk Group’s Market Risk Committee, which reports to the Finance Committee of the Board, is responsible for governance and oversight of market risk-taking activities across the Company as well as the establishment of market risk appetite and associated limits. The Corporate Market Risk Group, which is part of the Corporate Risk Group, administers and monitors compliance with the requirements established by the Market Risk Committee. The Corporate Market Risk Group has oversight responsibilities in identifying, measuring and monitoring the Company’s market risk. The group is responsible for developing corporate market risk policy, creating quantitative market risk models, establishing independent risk limits, calculating and analyzing market risk capital, and reporting aggregated and line-of-business market risk information. Limits are regularly

reviewed to ensure they remain relevant and within the market

risk appetite for the Company. An automated limits-monitoring system enables a daily comprehensive review of multiple limits mandated across businesses. Limits are set with inner boundaries that will be periodically breached to promote an ongoing dialogue of risk exposure within the Company. Each line of business that exposes the Company to market risk has direct responsibility for managing market risk in accordance with defined risk tolerances and approved market risk mandates and hedging strategies. We measure and monitor market risk for both management and regulatory capital purposes.

5253

~~Asset/Liability Management (continued~~)

Model Risk Management The market risk capital models are governed by our Corporate Model Risk Committee ~~(CMoR)~~ policies and procedures, which include model validation. The purpose of model validation includes ensuring the model is appropriate for its intended use and that appropriate controls exist to help mitigate the risk of invalid results. Model validation assesses the adequacy and appropriateness of the model, including reviewing its key components such as inputs, processing components, logic or theory, output results and supporting model documentation. Validation also includes ensuring significant unobservable model inputs are appropriate given observable market transactions or other market data within the same or similar asset classes. This ensures modeled approaches are appropriate given similar product valuation techniques and are in line with their intended purpose.

The Corporate Model Risk ~~group~~Group (CMoR) provides oversight of model validation and assessment processes.

~~All internal valuation models are subject to ongoing review by business-unit-level management, and all models are subject to additional oversight by a corporate-level risk management department.~~ Corporate oversight responsibilities include evaluating the adequacy of business unit risk management programs, maintaining company-wide model validation policies and standards, and reporting the results of these activities to management. In addition to the corporate-level review, all internal valuation models are subject to ongoing review by business-unit-level management.

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

In conjunction with the March 2008 initial public offering (IPO) of Visa, Inc. (Visa), we received approximately 20.7 million shares of Visa Class B common stock, which was apportioned to member banks of Visa at the time of the IPO. To manage our exposure to Visa and realize the value of the appreciated Visa shares, we incrementally sold these shares through a series of sales over the past few years, thereby eliminating this position as of September 30, 2015. As part of these sales, we agreed to compensate the buyer for any additional contributions to a litigation settlement fund for the litigation matters associated with the Class B shares we sold. Our exposure to this retained litigation risk has been reflected on our balance sheet.

As part of our business to support our customers, we trade public equities, listed/OTC equity derivatives and convertible bonds. We have parameters that govern these activities. We also have marketable equity securities in the available-for-sale securities portfolio, including securities relating to our venture capital activities. We manage these investments within capital risk limits approved by management and the Board and monitored by Corporate ALCO and the Corporate Market Risk Committee. Gains and losses on these securities are recognized in net income when realized and periodically include OTTI charges.

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

Table 43 provides information regarding our marketable and nonmarketable equity investments as of ~~June~~September 30, 2015, and December 31, 2014.

							Table 43: Nonmarketable and Marketable Equity Investments
(in millions)	Jun 30, 2015		Dec 31, 2014	Sep 30, 2015		Dec 31, 2014
Nonmarketable equity investments:
Cost method:
Private equity and other (1)	$	2,461	2,300	$	2,389	2,300
Federal bank stock	4,400		4,733	4,397		4,733
Total cost method	6,861		7,033	6,786		7,033
Equity method:
LIHTC investments (2)	7,887		7,278	7,959		7,278
Private equity and other	4,911		5,132	4,840		5,132
Total equity method	12,798		12,410	12,799		12,410
Fair value (3)	2,636		2,512	2,745		2,512
Total nonmarketable equity investments (4)	$	22,295	21,955	$	22,330	21,955
Marketable equity securities:
Cost (1)	$	1,145	1,906	$	1,118	1,906
Net unrealized gains	1,342		1,770	823		1,770
Total marketable equity securities (5)	$	2,487	3,676	$	1,941	3,676


(1)	Reflects auction rate perpetual preferred equity securities that were reclassified at the beginning of second quarter 2015 with a cost basis of $689 million (fair value of $640 million) from available-for-sale securities because they do not trade on a qualified exchange.


(2)	Represents low income housing tax credit investments.


(3)	Represents nonmarketable equity investments for which we have elected the fair value option. See Note 6 (Other Assets) and Note 13 (Fair Values of Assets and Liabilities) to Financial Statements in this Report for additional information.


(4)	Included in other assets on the balance sheet. See Note 6 (Other Assets) to Financial Statements in this Report for additional information.


(5)	Included in available-for-sale securities. See Note 4 (Investment Securities) to Financial Statements in this Report for additional information.

5354

Asset/Liability Management (continued)

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

We maintain liquidity in the form of cash, cash equivalents and unencumbered high-quality, liquid securities. These assets

make up our primary sources of liquidity, which are presented in Table 44. Our cash is primarily on deposit with the Federal Reserve. Securities included as part of our primary sources of liquidity are comprised of U.S. Treasury and federal agency debt, and mortgage-backed securities issued by federal agencies within our investment securities portfolio. We believe these securities provide quick sources of liquidity through sales or by pledging to obtain financing, regardless of market conditions. Some of these securities are within the held-to-maturity portion of our investment securities portfolio and as such are not intended for sale but may be pledged to obtain financing. Some of the legal entities within our consolidated group of companies are subject to various regulatory, tax, legal and other restrictions that can limit the transferability of their funds. We believe we maintain adequate liquidity atfor these entities in consideration of such funds transfer restrictions.


Table 44: Primary Sources of Liquidity
	June 30, 2015				December 31, 2014				September 30, 2015				December 31, 2014
(in millions)	Total		Encumbered	Unencumbered	Total		Encumbered	Unencumbered	Total		Encumbered	Unencumbered	Total		Encumbered	Unencumbered
Interest-earning deposits	$	187,959	—	187,959	$	219,220	—	219,220	$	207,496	—	207,496	$	219,220	—	219,220
Securities of U.S. Treasury and federal agencies (1)	81,036		4,711	76,325	67,352		856	66,496	81,397		4,110	77,287	67,352		856	66,496
Mortgage-backed securities of federal agencies (2)	127,416		68,457	58,959	115,730		80,324	35,406	131,953		60,864	71,089	115,730		80,324	35,406
Total	$	396,411	73,168	323,243	$	402,302	81,180	321,122	$	420,846	64,974	355,872	$	402,302	81,180	321,122


(1)	Included in encumbered securities at September 30, 2015, were securities with a fair value of $7 million which were purchased in September 2015, but settled in October 2015. Included in encumbered securities at December 31, 2014, were securities with a fair value of $152 million which were purchased in December 2014, but settled in January 2015.


(2)	Included in encumbered securities at ~~June~~September 30, 2015, were securities with a fair value of $~~2.0 billion~~650 million ~~that~~which were purchased in ~~June~~September 2015, but settled in ~~July~~October 2015. Included in encumbered securities at December 31, 2014, were securities with a fair value of $5 million, which were purchased in December 2014, but settled in January 2015.

In addition to our primary sources of liquidity shown in Table 44, liquidity is also available through the sale or financing of other securities including trading and/or available-for-sale securities, as well as through the sale, securitization or financing of loans, to the extent such securities and loans are not encumbered. In addition, other securities in our held-to-maturity portfolio, to the extent not encumbered, may be pledged to obtain financing.

Core customer deposits have historically provided a sizeable source of relatively stable and low-cost funds. ~~Both at June~~At September 30, 2015, ~~and December 31, 2014~~ core deposits were ~~122%~~121% of total ~~loans.~~loans compared with 122% at December 31, 2014. Additional funding is provided by long-term debt, other foreign deposits, and short-term borrowings.

Table 45 shows selected information for short-term borrowings, which generally mature in less than 30 days.

~~Asset/Liability Management (continued~~)


Table 45: Short-Term Borrowings
	Quarter ended						Quarter ended
(in millions)	Jun 30 2015		Mar 31, 2015	Dec 31, 2014	Sep 30, 2014	Jun 30, 2014	Sep 30 2015		Jun 30, 2015	Mar 31, 2015	Dec 31, 2014	Sep 30, 2014
Balance, period end
Federal funds purchased and securities sold under agreements to repurchase	$	71,439	64,400	51,052	48,164	45,379	$	74,652	71,439	64,400	51,052	48,164
Commercial paper	621		3,552	2,456	4,365	4,261	393		621	3,552	2,456	4,365
Other short-term borrowings	10,903		9,745	10,010	10,398	12,209	13,024		10,903	9,745	10,010	10,398
Total	$	82,963	77,697	63,518	62,927	61,849	$	88,069	82,963	77,697	63,518	62,927
Average daily balance for period
Federal funds purchased and securities sold under agreements to repurchase	$	72,429	58,881	51,509	47,088	42,233	$	79,445	72,429	58,881	51,509	47,088
Commercial paper	2,433		3,040	3,511	4,587	5,221	484		2,433	3,040	3,511	4,587
Other short-term borrowings	9,637		9,791	9,656	10,610	11,391	10,428		9,637	9,791	9,656	10,610
Total	$	84,499	71,712	64,676	62,285	58,845	$	90,357	84,499	71,712	64,676	62,285
Maximum month-end balance for period
Federal funds purchased and securities sold under agreements to repurchase (1)	$	71,811	66,943	51,052	48,164	45,379	$	80,961	71,811	66,943	51,052	48,164
Commercial paper (2)	2,713		3,552	3,740	4,665	5,175	510		2,713	3,552	3,740	4,665
Other short-term borrowings (3)	10,903		10,068	10,010	10,990	12,209	13,024		10,903	10,068	10,010	10,990


(1)	Highest month-end balance in each of the last five quarters was in ~~May~~August, May and February 2015, and December ~~September~~ and ~~June~~September 2014.


(2)	Highest month-end balance in each of the last five quarters was in ~~April~~July, April and March 2015, and November ~~July~~ and ~~April~~July 2014.


(3)	Highest month-end balance in each of the last five quarters was in ~~June~~September, June and February 2015, and December ~~July~~ and ~~June~~July 2014.

We access domestic and international capital markets for long-term funding (generally greater than one year) through issuances of registered debt securities, private placements and asset-backed secured funding. Investors in the long-term capital markets, as well as other market participants, generally will consider, among other factors, a company’s debt rating in making investment decisions. Rating agencies base their ratings on many quantitative and qualitative factors, including capital adequacy, liquidity, asset quality, business mix, the level and quality of earnings, and rating agency assumptions regarding the probability and extent of federal financial assistance or support for certain large financial institutions. Adverse changes in these factors could result in a reduction of our credit rating; however, our debt securities do not contain credit rating covenants.

~~In light of industry changes and regulatory developments related to the Title II Orderly Liquidation Authority of the Dodd-Frank Act, rating agencies have recently adopted~~There were no changes to ~~various aspects of their~~our credit ratings ~~methodologies. As a result, several of our ratings were upgraded during second~~in third quarter ~~2015. Moody’s Investors Service (Moody’s) upgraded the long-term issuer rating of Wells Fargo Bank, N.A. as well as its long-term deposit, senior debt, subordinated debt~~2015, and junior subordinated debt ratings. Moody’s also upgraded the rating of the Parent’s non-cumulative preferred stock. Fitch Ratings, Inc. upgraded Wells Fargo Bank, N.A.’s issuer default rating as well as the rating on the bank’s long-term deposits and senior debt. In addition, on June 24, 2015, DBRS confirmed all of the Company’s ratings. Standard and Poor’s Ratings Services (S&P) is continuing its reassessment of whether to continue incorporating the likelihood of extraordinary government support into the ratings of eight bank holding companies, including the Parent. S&P has indicated that this reassessment will be finalized sometime in 2015. Bothboth the Parent and Wells Fargo Bank, N.A. remain among the top-rated financial firms in the U.S. On October 5, 2015, Fitch Ratings, Inc. affirmed all the ratings of Wells Fargo and its rated subsidiaries. On November 2, 2015, Standard and Poor’s Ratings Services (S&P) placed the long-term ratings of eight bank holding companies, including the Parent, on credit

watch with negative implications. This action was broadly previewed by S&P as they review whether to continue incorporating the likelihood of extraordinary government support into the ratings of these firms in light of recent regulatory progress toward developing a resolution regime that reduces the likelihood of government support. In addition, S&P placed the rating of Wells Fargo Bank, N.A.’s nondeferrable subordinated debt on credit watch with negative implications as S&P is reconsidering whether bank-issued nondeferrable subordinated debt can absorb losses in advance of a firm’s non-viability.

See the “Risk Factors” section in our 2014 Form 10-K for additional information on the potential impact a credit rating downgrade would have on our liquidity and operations, as well as Note 12 (Derivatives) to Financial Statements in this Report for information regarding additional collateral and funding obligations required for certain derivative instruments in the event our credit ratings were to fall below investment grade.

The credit ratings of the Parent and Wells Fargo Bank, N.A. as of ~~June~~September 30, 2015, are presented in Table 46.



Table 46: Credit Ratings as of ~~June~~September 30, 2015
	Wells Fargo & Company		Wells Fargo Bank, N.A.
	Senior debt	Short-term borrowings	Long-term deposits	Short-term borrowings
Moody's	A2	P-1	Aa1	P-1
S&P	A+	A-1	AA-	A-1+
Fitch Ratings, Inc.	AA-	F1+	AA+	F1+
DBRS	AA	R-1*	AA**	R-1**
* middle **high

On September 3, 2014, the FRB, OCC and FDIC issued a final rule that implements a quantitative liquidity requirement consistent with the liquidity coverage ratio (LCR) established by the Basel Committee on Banking Supervision (BCBS). The rule requires banking institutions, such as Wells Fargo, to hold high-quality liquid assets, such as central bank reserves and government and corporate debt that can be converted easily and quickly into cash, in an amount equal to or greater than its projected net cash outflows during a 30-day stress period. The final LCR rule ~~will be phased-in beginning~~began its phase-in period on January 1, 2015, and requires full compliance with a minimum 100% LCR by January 1, 2017. The FRB also recently finalized rules imposing enhanced liquidity management standards on large bank holding companies (BHC) such as Wells Fargo. We continue to analyze these rules and other regulatory proposals that may affect liquidity risk management to determine the level of operational or compliance impact to Wells Fargo. For additional information see the “Capital Management” and “Regulatory Reform” sections in this Report and in our 2014 Form 10-K.

Asset/Liability Management (continued)

Parent Under SEC rules, our Parent is classified as a “well-known seasoned issuer,” which allows it to file a registration statement that does not have a limit on issuance capacity. In May 2014, the Parent filed a registration statement with the SEC for the issuance of senior and subordinated notes, preferred stock and other securities. The Parent’s ability to issue debt and other securities under this registration statement is limited by the debt issuance authority granted by the Board. The Parent is currently authorized by the Board to issue $60 billion in outstanding short-term debt and $170 billion in outstanding long-term debt. At ~~June~~September 30, 2015, the Parent had available ~~$42.2~~$40.1 billion in short-term debt issuance authority and ~~$59.2~~$50.9 billion in long-term debt issuance authority. The Parent’s debt issuance authority granted by the Board includes short-term and long-term debt issued to affiliates. During the first ~~half~~nine months of 2015, the Parent issued ~~$13.0~~$21.0 billion of senior notes, of which ~~$7.9~~$14.2 billion were registered with the SEC. In addition, during the first ~~half~~nine months of 2015, the Parent issued ~~$835 million~~$3.3 billion of subordinated notes, all of which were registered with the SEC. Also, in ~~July~~October 2015, the Parent issued ~~$3.5~~$2.3 billion of unregistered senior ~~notes and $2.5 billion of subordinated notes, all of which were registered with the SEC.~~notes.

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

Table 47 provides information regarding the Parent’s medium-term note (MTN) programs, which are covered by the long-term debt issuance authority granted by the Board. The Parent may issue senior and subordinated debt securities under Series N & O, and the European and Australian programmes. Under Series K, the Parent may issue senior debt securities linked to one or more indices or bearing interest at a fixed or floating rate.

Table 47: Medium-Term Note (MTN) Programs
June 30, 2015
(in billions)
Date
established

Debt
issuance
authority

Available
for
issuance

MTN program:
Series N & O (1) (2) May 2014 NA(2)
NA(2)
Series K (1) (3) April 2010 $ 25.0
$ 21.3
European (4) (5) December 2009 25.0
7.5
European (4) (6) August 2013 10.0
8.7
Australian (4) (7) June 2005 AUD 10.0
7.8

Table 47: Medium-Term Note (MTN) Programs

September 30, 2015

(in billions)

Date

established

Debt

issuance

authority

Available

for

issuance

MTN program:

Series N & O (1)(2)

May 2014

NA(2)

Series K (1)(3)

April 2010

25.0

21.1

European (4)(5)

December 2009

25.0

5.8

European (4)(6)

August 2013

10.0

8.5

Australian (4)(7)

June 2005

AUD

10.0

7.8


(1)	SEC registered.


(2)	Not applicable (NA) - The Parent can issue an indeterminate amount of debt securities, subject to the long-term debt issuance authority granted by the ~~Board described above.~~Board.


(3)	As amended in April 2012 and March 2015.


(4)	Not registered with the SEC. May not be offered in the United States without applicable exemptions from registration.


(5)	As amended in April 2012, April 2013, April 2014 and March 2015. For securities to be admitted to listing on the Official List of the United Kingdom Financial Conduct Authority and to trade on the Regulated Market of the London Stock Exchange.


(6)	As amended in May 2014 and April 2015, for securities that will not be admitted to listing, trading and/or quotation by any stock exchange or quotation system, or will be admitted to listing, trading and/or quotation by a stock exchange or quotation system that is not considered to be a regulated market.


(7)	As amended in October 2005, March 2010 and September 2013.

Wells Fargo Bank, N.A. Wells Fargo Bank, N.A. is authorized by its board of directors to issue $100 billion in outstanding short-term debt and $125 billion in outstanding long-term debt. At ~~June~~September 30, 2015, Wells Fargo Bank, N.A. had available ~~$99.8~~$100 billion in short-term debt issuance authority and ~~$72.8~~$76.8 billion in long-term debt issuance authority. In April 2015, Wells Fargo Bank, N.A. established a $100 billion bank note program under which, subject to any other debt outstanding under the limits described above, it may issue $50 billion in outstanding short-term senior notes and $50 billion in outstanding long-term senior or subordinated notes. At ~~June~~September 30, 2015, Wells Fargo Bank, N.A. had remaining issuance capacity under the bank note program of ~~$50~~$50.0 billion in short-term senior notes and ~~$50~~$50.0 billion in long-term senior or subordinated notes. In addition, as of ~~June~~September 30, 2015, Wells Fargo Bank, N.A. had outstanding advances of $26.6 billion across the Federal Home Loan Bank System.

~~Asset/Liability Management (continued~~)

Wells Fargo Canada Corporation In February 2014, Wells Fargo Canada Corporation (WFCC), an indirect wholly owned Canadian subsidiary of the Parent, qualified with the Canadian provincial securities commissions a base shelf prospectus for the distribution from time to time in Canada of up to $7.0 billion Canadian dollars (CAD) in medium-term notes. At ~~June~~September 30, 2015, CAD $7.0 billion still remained available for future issuance under this prospectus. All medium-term notes issued by WFCC are unconditionally guaranteed by the Parent.

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

Capital Management

We have an active program for managing capital through a comprehensive process for assessing the Company’s overall capital adequacy. Our objective is to maintain capital at an amount commensurate with our risk profile and risk tolerance objectives, and to meet both regulatory and market expectations. ~~Our potential sources of~~We primarily fund our capital ~~primarily include~~needs through the retention of earnings net of dividends as well as ~~issuances~~the issuance of ~~common~~preferred stock and ~~preferred stock.~~long and short-term debt. Retained earnings increased ~~$7.1~~$10.6 billion from December 31, 2014, predominantly from Wells Fargo net income of ~~$11.5~~$17.3 billion, less common and preferred stock dividends of ~~$4.5~~$6.8 billion. During ~~second~~third quarter 2015, we issued ~~18.6~~14.9 million shares of common ~~stock and~~stock. We also issued 40 million Depositary Shares, each representing 1/1,000th interest in a share of the Company’s newly issued Non-Cumulative Perpetual Class A Preferred Stock, Series V, for an aggregate public offering price of $1.0 billion. During third quarter 2015, we repurchased ~~36.3~~51.7 million shares of common stock in open market transactions, private transactions and from employee benefit plans, at a cost of ~~$2.0~~$2.9 billion. We also entered into a ~~$750~~$250 million ~~forward repurchase contract in April 2015 with an unrelated third party that settled in July 2015 for 13.6 million shares. In addition, we entered into a $1.0 billion~~ forward repurchase contract with an unrelated third party in ~~July~~October 2015 that is expected to settle in fourth quarter 2015 for approximately ~~17.5~~4.8 million shares. For additional information about our forward repurchase agreements, see Note 1 (Summary of Significant Accounting Policies) to Financial Statements in this Report.

Regulatory Capital Guidelines

The Company and each of our insured depository institutions are subject to various regulatory capital adequacy requirements administered by the FRB and the OCC. Risk-based capital (RBC) guidelines establish a risk-adjusted ratio relating capital to different categories of assets and off-balance sheet exposures. See Note 19 (Regulatory and Agency Capital Requirements) to Financial Statements in this Report for additional information. Also see the "Capital Management" section in our 2014 Form ~~10-K~~10- K for background and history of the various regulatory capital adequacy rules, minimum regulatory requirements and transition periods we follow.

RISK-BASED CAPITAL AND RISK-WEIGHTED ASSETS ~~In December 2010,~~The Company is subject to final and interim final rules issued by federal banking regulators to implement Basel III capital requirements for U.S. banking organizations. These rules are based on international guidelines for determining regulatory capital issued by the Basel Committee on Banking Supervision (BCBS) finalized a set of revised international guidelines for determining regulatory capital known as “Basel III.” These guidelines were developed in response to the 2008 financial crisis and were intended to address many of the weaknesses identified in the previous Basel standards, as well as in the banking sector that contributed to the crisis including excessive leverage, inadequate and low quality capital and insufficient liquidity buffers.

~~In July 2013,~~. The federal banking ~~regulators approved final and interim final rules to implement the BCBS Basel III capital guidelines for U.S. banking organizations. These final~~regulators’ capital rules, among other ~~things:~~things, require on a fully phased-in basis:

~~implement in the United States the Basel III regulatory capital reforms including those that revise the definition of capital, increase minimum capital ratios, and introduce~~ a minimum Common Equity Tier 1 (CET1) ratio of 4.5% ~~and~~ ;

a minimum tier 1 capital ratio of 6.0%;

a minimum total capital ratio of 8.0%;

a capital conservation buffer of 2.5% to be added to the minimum capital ratios, and a capital surcharge between 1.0-4.5% for global systemically important banks (G-SIBs) that will be calculated annually (based on year-end 2014 data, the FRB estimated that our G-SIB surcharge would be 2.0%) and also added to the minimum capital ratios (for a ~~total~~ minimum CET1 ratio of ~~7.0%)~~9.0%, a minimum tier 1 capital ratio of 10.5%, and a minimum total capital ratio of 12.5%);

a potential countercyclical buffer of up to 2.5%, which would be imposed by regulators at their discretion if it is determined that a period of excessive credit growth is contributing to an increase in systemic risk;

~~require~~ a ~~Tier~~minimum tier 1 ~~capital to average total consolidated assets~~leverage ratio of 4%4.0%; and ~~introduce,~~

a minimum supplementary leverage ratio (SLR) of 5.0% (comprised of a 3.0% minimum requirement and a supplementary leverage buffer of 2.0%) for large and internationally active bank holding companies (BHCs)~~, a Tier 1 supplementary leverage ratio (SLR) of 3% that incorporates off-balance sheet exposures;~~

~~revise Basel I rules for calculating RWAs to enhance risk sensitivity under a standardized approach;~~

~~modify the existing Basel II advanced approaches rules for calculating RWAs to implement Basel III;~~

deduct certain assets from CET1, such as deferred tax assets that could not be realized through net operating loss carry- backs, significant investments in non-consolidated financial entities, and MSRs, to the extent any one category exceeds 10% of CET1 or all such items, in the aggregate, exceed 15% of CET1;

~~eliminate the accumulated other comprehensive income or loss filter that applies under RBC rules over a five-year phase-in period beginning in 2014; and~~

~~comply with the Dodd-Frank Act provision prohibiting the reliance on external credit ratings.~~.

We were required to comply with the final Basel III capital rules beginning January 2014, with certain provisions subject to phase-in periods. The Basel III capital rules are scheduled to be fully phased in by the end of 2021. ~~Based on the final capital rules, our CET1 ratio under the final~~The Basel III capital rules ~~calculated on~~contain two frameworks for calculating capital requirements, a ~~fully phased-in basis under the~~ Standardized Approach, ~~exceeded the minimum of 9.0% by 155 basis points at June 30, 2015. The 9.0% minimum includes a 2% G-SIB surcharge as discussed later in this section under “Other Regulatory Capital Items."~~which replaced Basel I, and an Advanced Approach applicable to certain institutions.

In March 2015, the FRB and OCC directed the Company and its subsidiary national banks to exit the parallel run phase and begin using the Basel III Advanced Approaches capital framework, in addition to the Standardized Approach, to determine our risk-based capital requirements starting in second quarter 2015. ~~Consistent with the Collins Amendment to the Dodd-Frank Act,~~Accordingly, we must report the lower of our CET1, tier 1 and total capital ratios calculated under the Standardized Approach and under the Advanced Approach in the assessment of our capital adequacy.

Because the Company has been designated as a G-SIB, we will also be subject to the FRB’s rule implementing the additional capital surcharge on G-SIBs. Under the rule, we must annually calculate our surcharge under two methods and use the higher of the two surcharges. The first method (method one) will consider our size, interconnectedness, cross-jurisdictional activity, substitutability, and complexity, consistent with a methodology developed by the BCBS and the Financial Stability Board (FSB). The second (method two) will use similar inputs, but will replace substitutability with use of short-term wholesale funding and will generally result in higher surcharges than the BCBS methodology. The G-SIB surcharge will be phased in beginning on January 1, 2016 and become fully effective on January 1, 2019. Based on year-end 2014 data, the FRB estimated that the Company’s G-SIB surcharge would be 2.0% of the Company’s RWAs. However, because the G-SIB surcharge will be calculated annually based on data that can differ over time, the amount of the surcharge is subject to change in future periods. Assuming a 2.0% G-SIB surcharge, our fully phased-in minimum required CET1 ratio at September 30, 2015 would have been 9.0%. Under the Standardized Approach (fully phased-in), our CET1 ratio of 10.65% exceeded the minimum of 9.0% by 165 basis points at September 30, 2015.

The tables that follow provide information about our ~~risk-based~~risk- based capital and related ratios as calculated under Basel III capital ~~guidelines on a fully phased-in basis (as opposed to with Transition Requirements).~~guidelines. For banking industry regulatory reporting purposes, we report our capital in accordance with Transition Requirements but are managing our capital based on a fully phased-in calculation. For information about our capital requirements calculated in accordance with Transition Requirements, see Note 19 (Regulatory and Agency Capital Requirements) to Financial Statements in this Report.

Table 48 summarizes our Basel III CET1, tier 1 capital, total capital, risk-weighted assets and capital ratios on a fully phased-in basis at ~~June~~September 30, 2015 and December 31, 2014. As of ~~June~~September 30, 2015, our CET1 ratio was lower using RWAs calculated under the Standardized Approach.

Capital Management (continued)

																	Table 48: Capital Components and Ratios Under Basel III (Fully Phased-In) (1)
		June 30, 2015						December 31, 2014		September 30, 2015						December 31, 2014
(in billions)		Advanced Approach				Standardized Approach		General Approach		Advanced Approach				Standardized Approach		General Approach
Common Equity Tier 1	(A)	$	139.9			139.9		137.1	(A)	$	141.8			141.8		137.1
Tier 1 Capital	(B)	159.6				159.6		154.7	(B)	162.2				162.2		154.7
Total Capital	(C)	183.4				194.0		192.9	(C)	188.1				198.8		192.9
Risk-Weighted Assets	(D)	1,317.8				1,325.6		1,242.5	(D)	1,312.2				1,331.8		1,242.5
Common Equity Tier 1 Capital Ratio	(A)/(D)	10.62		%		10.55	*	11.04	(A)/(D)	10.81		%		10.65	*	11.04
Tier 1 Capital Ratio	(B)/(D)	12.11				12.04	*	12.45	(B)/(D)	12.36				12.18	*	12.45
Total Capital Ratio	(C)/(D)	13.92			*	14.63		15.53	(C)/(D)	14.34			*	14.93		15.53

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

(1)

Fully phased-in regulatory capital amounts, ratios and RWAs are considered non-GAAP financial measures that are used by management, bank regulatory agencies, investors and analysts to assess and monitor the Company’s capital position. See Table 49 for information regarding the calculation and components of CET1, Tier 1 capital, total capital and RWAs, as well as the corresponding reconciliation of our regulatory capital amounts to total equity.

Table 49 provides information regarding the calculation and composition of our risk-based capital under the Advanced and Standardized Approaches at ~~June~~September 30, 2015 and under the General Approach at December 31, 2014.

																	Table 49: Risk-Based Capital Calculation and Components Under Basel III
		June 30, 2015					December 31, 2014			September 30, 2015					December 31, 2014
(in billions)		Advanced Approach			Standardized Approach		General Approach			Advanced Approach			Standardized Approach		General Approach
Total equity		$	190.7		190.7		185.3			$	194.0		194.0		185.3
Noncontrolling interests		(1.1		)	(1.1	)	(0.9	)		(0.9		)	(0.9	)	(0.9	)
Total Wells Fargo stockholders' equity		189.6			189.6		184.4			193.1			193.1		184.4
Adjustments:
Preferred stock		(20.0		)	(20.0	)	(18.0	)		(21.0		)	(21.0	)	(18.0	)
Cumulative other comprehensive income		—			—		(2.6	)		—			—		(2.6	)
Goodwill and other intangible assets (1)		(29.1		)	(29.1	)	(26.3	)		(28.7		)	(28.7	)	(26.3	)
Investment in certain subsidiaries and other		(0.6		)	(0.6	)	(0.4	)		(1.6		)	(1.6	)	(0.4	)
Common Equity Tier 1 (Fully Phased-In)		139.9			139.9		137.1			141.8			141.8		137.1
Effect of Transition Requirements		1.0			1.0		—			1.1			1.1		—
Common Equity Tier 1 (Transition Requirements)		$	140.9		140.9		137.1			$	142.9		142.9		137.1

Common Equity Tier 1 (Fully Phased-In)		$	139.9		139.9		137.1			$	141.8		141.8		137.1
Preferred stock		20.0			20.0		18.0			21.0			21.0		18.0
Qualifying hybrid securities and noncontrolling interests		—			—		—								—
Other		(0.3		)	(0.3	)	(0.4	)		(0.6		)	(0.6	)	(0.4	)
Total Tier 1 capital (Fully Phased-In)	(A)	159.6			159.6		154.7		(A)	162.2			162.2		154.7
Effect of Transition Requirements		0.8			0.8		—			1.0			1.0		—
Total Tier 1 capital (Transition Requirements)		$	160.4		160.4		154.7			$	163.2		163.2		154.7

Total Tier 1 capital (Fully Phased-In)		$	159.6		159.6		154.7			$	162.2		162.2		154.7
Long-term debt and other instruments qualifying as Tier 2		22.1			22.1		25.0			24.4			24.4		25.0
Qualifying allowance for credit losses (2)		2.0			12.6		13.2			1.9			12.6		13.2
Other		(0.3		)	(0.3	)	—			(0.4		)	(0.4	)	—
Total Tier 2 capital (Fully Phased-In)	(B)	23.8			34.4		38.2		(B)	25.9			36.6		38.2
Effect of Transition Requirements		3.2			3.2		—			3.1			3.1		—
Total Tier 2 capital (Transition Requirements)		$	27.0		37.6		38.2			$	29.0		39.7		38.2

Total qualifying capital (Fully Phased-In)	(A+B)	$	183.4		194.0		192.9		(A+B)	$	188.1		198.8		192.9
Total Effect of Transition Requirements		4.0			4.0		—			4.1			4.1		—
Total qualifying capital (Transition Requirements)		$	187.4		198.0		192.9			$	192.2		202.9		192.9

Risk-Weighted Assets (RWAs) (3)(4):
Credit risk		$	1,014.7		1,283.3		1,192.9			$	1,008.2		1,290.9		1,192.9
Market risk		42.3			42.3		49.6			40.9			40.9		49.6
Operational risk		260.8			N/A		N/A			263.1			N/A		N/A
Total RWAs (Fully Phased-In)		$	1,317.8		1,325.6		1,242.5			$	1,312.2		1,331.8		1,242.5
Credit risk		$	994.0		1,263.8		1,192.9			$	989.9		1,273.5		1,192.9
Market risk		42.3			42.3		49.6			40.9			40.9		49.6
Operational risk		260.8			N/A		N/A			263.1			N/A		N/A
Total RWAs (Transition Requirements)		$	1,297.1		1,306.1		1,242.5			$	1,293.9		1,314.4		1,242.5


(1)	Goodwill and other intangible assets are net of any associated deferred tax liabilities.

(2)

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


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

(4)

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

Capital Management (continued)

Table 50 presents the changes in Common Equity Tier 1 under the Advanced Approach for the ~~six~~nine months ended ~~June~~September 30, 2015.

							Table 50: Analysis of Changes in Common Equity Tier 1 Under Basel III
(in billions)
Common Equity Tier 1 (General Approach) at December 31, 2014	$	137.1		$	137.1
Effect of changes in rules	(0.4		)	(0.4		)
Common Equity Tier 1 (Fully Phased-In) at December 31, 2014	136.7			136.7
Net income	10.8			16.3
Common stock dividends	(3.7		)	(5.7		)
Common stock issued, repurchased, and stock compensation-related items	(2.5		)	(3.8		)
Goodwill and other intangible assets (net of any associated deferred tax liabilities)	—			0.3
Other	(1.4		)	(2.0		)
Change in Common Equity Tier 1	3.2			5.1
Common Equity Tier 1 (Fully Phased-In) at June 30, 2015	$	139.9
Common Equity Tier 1 (Fully Phased-In) at September 30, 2015				$	141.8

Table 51 presents net changes in the components of RWAs under the Advanced and Standardized Approaches for the ~~six~~nine months ended ~~June~~September 30, 2015.


Table 51: Analysis of Changes in Basel III RWAs
(in billions)	Advanced Approach			Standardized Approach		Advanced Approach			Standardized Approach
Basel III RWAs (General Approach) at December 31, 2014	$	1,242.5		1,242.5		$	1,242.5		1,242.5
Effect of changes in rules	68.0			62.9		68.0			62.9
Basel III RWAs (Fully Phased-In) at December 31, 2014	1,310.5			1,305.4		1,310.5			1,305.4
Net change in credit risk RWAs	0.7			27.4		(5.7		)	35.1
Net change in market risk RWAs	(7.3		)	(7.3	)	(8.7		)	(8.7	)
Net change in operational risk RWAs	13.9			N/A		16.1			N/A
Total change in RWAs	7.3			20.1		1.7			26.4
Basel III RWAs (Fully Phased-In) at June 30, 2015	1,317.8			1,325.5
Basel III RWAs (Fully Phased-In) at September 30, 2015						1,312.2			1,331.8
Effect of Transition Requirements	(20.7		)	(19.4	)	(18.3		)	(17.4	)
Basel III RWAs (Transition Requirements) at June 30, 2015	$	1,297.1		1,306.1
Basel III RWAs (Transition Requirements) at September 30, 2015						$	1,293.9		1,314.4

SUPPLEMENTARY LEVERAGE RATIO In April 2014, federal banking regulators finalized a rule that enhances the SLR requirements for BHCs, like Wells Fargo, and their insured depository institutions. The SLR consists of Tier 1 capital under Basel III divided by the Company’s total leverage exposure. Total leverage exposure consists of the total average on-balance sheet assets, plus off-balance sheet exposures, such as undrawn commitments and derivative exposures, less amounts permitted to be deducted ~~for~~from Tier 1 capital. The rule, which becomes effective on January 1, 2018, will require a covered BHC to maintain a SLR of at least 5%5.0% (comprised of the 3.0% minimum requirement and a supplementary leverage buffer of 2.0%) to avoid restrictions on capital distributions and discretionary bonus payments. The rule will also require that all of our insured depository institutions maintain a SLR of 6%6.0% under applicable regulatory capital adequacy guidelines. In September 2014, federal banking regulators finalized additional changes to the SLR requirements to implement revisions to the Basel III leverage framework finalized by the BCBS in January 2014. These additional changes, among other things, modify the methodology for including ~~off-balance~~off- balance sheet items, including credit derivatives, repo-style transactions and lines of credit, in the denominator of the SLR, and will become effective on January 1, 2018. At ~~June~~September 30, 2015, our SLR for the Company was 7.8% assuming full phase-in of the Basel III Advanced Approach capital framework. Based on our review, our current leverage levels would exceed the applicable requirements for each of our insured depository institutions as well. The fully phased-in SLR is considered a non-GAAP financial measure that is used by management, bank regulatory agencies, investors and analysts to assess and monitor the Company’s leverage exposure. See Table 52 for information regarding the calculation and components of the SLR.

Table 52: Basel III Fully Phased-In SLR
(in billions) June 30, 2015
Tier 1 capital $ 159.6
Total average assets 1,729.3
Less: deductions from Tier 1 capital 29.7
Total adjusted average assets 1,699.6
Adjustments:
Derivative exposures 48.4
Repo-style transactions 6.5
Other off-balance sheet exposures 289.5
Total adjustments 344.4
Total leverage exposure $ 2,044.0
Supplementary leverage ratio 7.8 %



Table 52: Basel III Fully Phased-In SLR
(in billions)	September 30, 2015
Tier 1 capital	$	162.2
Total average assets	1,746.4
Less: deductions from Tier 1 capital	29.6
Total adjusted average assets	1,716.8
Adjustments:
Derivative exposures	55.6
Repo-style transactions	7.6
Other off-balance sheet exposures	286.6
Total adjustments	349.8
Total leverage exposure	$	2,066.6
Supplementary leverage ratio	7.8		%

OTHER REGULATORY CAPITAL ~~ITEMS~~MATTERS ~~The~~In October 2015, the FRB ~~has also indicated that it is in the process of considering new~~proposed rules to address the amount of equity and unsecured long-term debt a ~~company~~U.S. G-SIB must hold to ~~facilitate~~improve its ~~orderly liquidation,~~resolvability and resiliency, often referred to as Total Loss Absorbing Capacity (TLAC). ~~In November 2014, the Financial Stability Board (FSB) issued policy proposals on TLAC for public consultation.~~ Under the ~~FSB’s TLAC proposal, global systemically important banks (G-SIBs)~~proposed rules, U.S. G-SIBs would be required to ~~hold loss absorbing equity~~have a minimum TLAC amount (consisting of CET1 capital and ~~unsecured debt~~additional tier 1 capital issued directly by the top-tier or covered BHC plus eligible external long-term debt) equal to the greater of ~~16-20%~~(i) 18% of RWAs ~~with at least 33%~~and (ii) 9.5% of ~~this~~ total ~~being unsecured debt rather than equity. The FRB will likely propose related rules sometime after~~leverage exposure (the denominator of the ~~FSB’s public consultation on~~SLR calculation). Additionally, U.S. G-SIBs would be required to maintain a TLAC buffer equal to 2.5% of RWAs plus the ~~TLAC proposal ends.~~

~~In addition, in July 2015, the FRB finalized a rule to implement an additional CET1~~firm’s applicable G-SIB capital surcharge ~~on those U.S. banking organizations, such as the Company,~~calculated under method one plus any applicable countercyclical buffer that ~~have been designated by the FSB as G-SIBs. The G-SIB surcharge will~~would be ~~in addition~~added to ~~the minimum Basel III 7.0% CET1 requirement.~~

~~Under~~ the ~~rule,~~18% minimum in order to avoid restrictions on capital distributions and discretionary bonus payments. The proposed rules would also require U.S. G-SIBs to have a minimum amount of eligible unsecured long-term debt equal to the greater of (i) 6.0% of RWAs plus the firm’s applicable G-SIB ~~will annually calculate its~~capital surcharge calculated under method two ~~methods~~ and ~~use the higher~~(ii) 4.5% of the ~~two surcharges. The first method will consider~~total leverage exposure. In addition, the ~~G-SIB’s size, interconnectedness, cross-jurisdictional activity, substitutability,~~proposed rules would impose certain restrictions on the operations and ~~complexity, consistent with a methodology developed by~~liabilities of the ~~BCBS and FSB. The second will use similar inputs, but will replace substitutability with use~~top-tier or covered BHC in order to further facilitate an orderly resolution, including bans on the issuance of short-term ~~wholesale funding~~debt to external investors and ~~will generally result in higher surcharges than the BCBS methodology. Under the rule, estimated surcharges for G-SIBs will range from 1.0-4.5%~~on entering into derivatives and certain other types of ~~a firm’s RWAs. Based on year-end 2014 data, the FRB estimated that the Company’s G-SIB surcharge would be 2% of the Company’s RWAs. However, because the G-SIB surcharge~~financial contracts with external counterparties. The proposed rules will be ~~calculated annually based~~open for comments until February 1, 2016. We are currently evaluating the impact this proposal will have on data that can differ over time, the amount of the surcharge is subject to change in future periods. The G-SIB surcharge will be phased in beginning on January 1, 2016 and become fully effective on January 1, 2019.our consolidated financial statements.

In addition, as discussed in the “Risk Management - Asset/Liability Management - Liquidity and Funding” section in this Report, a final rule regarding the U.S. implementation of the Basel III LCR was issued by the FRB, OCC and FDIC in September 2014.

Capital Planning and Stress Testing

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

Under the FRB’s capital plan rule, large BHCs are required to submit capital plans annually for review to determine if the FRB has any objections before making any capital distributions. The rule requires updates to capital plans in the event of material changes in a BHC’s risk profile, including as a result of any significant acquisitions. The FRB assesses the overall financial condition, risk profile, and capital adequacy of BHCs while considering both quantitative and qualitative factors when evaluating capital plans.

Our 2015 CCAR, which was submitted on January 2, 2015, included a comprehensive capital plan supported by an assessment of expected uses and sources of capital over a given planning horizon under a range of expected and stress scenarios, similar to the process the FRB used to conduct the CCAR in 2014. As part of the 2015 CCAR, the FRB also generated a supervisory stress test, which assumed a sharp decline in the economy and significant decline in asset pricing using the information provided by the Company to estimate performance. The FRB reviewed the supervisory stress results both as required under the Dodd-Frank Act using a common set of capital actions for all large BHCs and by taking into account the Company’s proposed capital actions. The FRB published its supervisory stress test results as required under the Dodd-Frank Act on March 5, 2015. On March 11, 2015, the FRB notified us that it did not object to our capital plan included in the 2015 CCAR. ~~The capital plan included an increase~~

~~Capital Management (continued~~)

~~in our second quarter 2015 common stock dividend rate to $0.375 per share, which was approved by the Board on April 28, 2015.~~

In addition to CCAR, federal banking regulators also require stress tests to evaluate whether an institution has sufficient

Capital Management (continued)

capital to continue to operate during periods of adverse economic and financial conditions. These stress testing requirements set forth the timing and type of stress test activities large BHCs and banks must undertake as well as rules governing stress testing controls, oversight and disclosure requirements. ~~The~~In October 2014, the FRB ~~recently~~ finalized rules amending the existing capital plan and stress testing rules to move the start date of capital plan and stress testing cycles to the first and third quarters of each year beginning in 2016 and to limit a large BHC’s ability to make capital distributions to the extent its actual capital issuances were less than amounts indicated in its capital plan. As required under the FRB’s stress testing rule, we completed a mid-cycle stress test based on ~~March 31, 2015,~~ data and scenarios developed by the Company. We submitted the results of the mid-cycle stress test to the FRB and disclosed a summary of the results in July 2015.

Securities Repurchases

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

In March 2014, the Board authorized the repurchase of 350 million shares of our common stock. At ~~June~~September 30, 2015, we had remaining authority to repurchase approximately ~~156~~104 million shares, subject to regulatory and legal conditions. For more information about share repurchases during ~~second~~third quarter 2015, see Part II, Item 2 in this Report.

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

In connection with our participation in the Capital Purchase Program (CPP), a part of the Troubled Asset Relief Program (TARP), we issued to the U.S. Treasury Department warrants to purchase 110,261,688 shares of our common stock with an original exercise price of $34.01 per share expiring on October 28, 2018. The terms of the warrants require the exercise price to be adjusted under certain circumstances when the Company’s quarterly common stock dividend exceeds $0.34 per share, which began occurring in second quarter 2014. Accordingly, with each quarterly common stock dividend above $0.34 per share, we must calculate whether an adjustment to the exercise price is required by the terms of the warrants, including whether certain minimum thresholds have been met to trigger an adjustment, and notify the holders of any such change. The Board authorized the repurchase by the Company of up to $1 billion of the warrants. At ~~June~~September 30, 2015, there were ~~36,022,503~~34,817,132 warrants outstanding, exercisable at ~~$33.962~~$33.942 per share, and $452 million of unused warrant repurchase authority. Depending on market conditions, we may purchase from time to time additional warrants in privately negotiated or open market transactions, by tender offer or otherwise.

Regulatory Reform

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

The following supplements our discussion of the significant regulations and regulatory oversight initiatives that have affected or may affect our business contained in the “Regulatory Reform” and “Risk Factors” sections of our 2014 Form ~~10-K.~~10-K and the "Regulatory Reform" section of our 2015 First and Second Quarter Reports on Form 10-Q.

REGULATION OF ~~CONSUMER FINANCIAL PRODUCTS~~SWAPS AND OTHER DERIVATIVES ACTIVITIES The Dodd-Frank Act established a comprehensive framework for regulating over-the-counter derivatives and authorized the Consumer Financial Protection Bureau (CFPB) to ensure consumers receive clear and accurate disclosures regarding financial products and to protect them from hidden fees and unfair or abusive practices. With respect to residential mortgage lending, the CFPB issued a number of final rules in 2013 implementing new origination, notification and other requirements that generally became effective in January 2014. In November 2013, the CFPB also finalized rules integrating disclosures required of lenders and settlement agents under the Truth in Lending Act (TILA)Commodity Futures Trading Commission

(CFTC) and the ~~Real Estate Settlement Procedures Act (RESPA). These~~SEC to regulate swaps and security-based swaps, respectively. The CFTC and SEC jointly adopted new rules ~~combine existing separate disclosure forms under~~and interpretations that established the ~~TILA and RESPA into~~compliance dates for many of their rules implementing the new ~~integrated forms and provide additional limitations on the fees and charges that may be increased from the estimates provided by lenders.These rules were originally scheduled to take effect on August 1, 2015, but the CFPB has adopted an amendment to change the effective date to October 3, 2015. With respect to non-~~

residential mortgage lending, in November 2014, the CFPB issued a proposed rule to expand consumer protections for prepaid products such as prepaid cards. The proposal would make prepaid cards subject to similar consumer protections as more traditional debit and credit cards such as fraud protection and expanded access to account information.

~~In addition to these rulemaking activities, the CFPB is continuing its on-going supervisory examination activities~~regulatory framework, including provisional registration of the financial services industry with respect to a number of consumer businesses and products, including mortgage lending and servicing, fair lending requirements, student lending activities, and auto finance. At this time, the Company cannot predict the full impact of the CFPB’s rulemaking and supervisory authority on our ~~business practices or financial results.~~

~~"LIVING WILL" REQUIREMENTS AND RELATED MATTERS~~ Rules adopted by the FRB and the FDIC under the Dodd-Frank Act require large financial institutions, including Wells Fargo, to prepare and periodically revise resolution plans, so-called “living-wills,” that would facilitate their resolution in the event of material distress or failure. Wells Fargo submitted its third annual resolution plan under these rules on June 29, 2015. Our national bank subsidiary, Wells Fargo Bank, N.A., isas a swap dealer, which occurred at the end of 2012. In addition, the CFTC has adopted final rules that, among other things, require extensive regulatory and public reporting of swaps, require certain swaps to be centrally cleared and traded on exchanges or other multilateral platforms, and require swap dealers to comply with comprehensive internal and external business conduct standards. In October 2015, federal regulators also approved a final rule requiring certain margin and capital requirements for swaps not centrally cleared. All of these rules, as well as others being considered by regulators in other jurisdictions, may negatively

impact customer demand for over-the-counter derivatives and may increase our costs for engaging in swaps and other derivatives activities.

DEPOSIT INSURANCE ASSESSMENTS Our subsidiary banks, including Wells Fargo Bank, N.A., are members of the Deposit Insurance Fund (DIF) maintained by the FDIC. Through the DIF, the FDIC insures the deposits of our banks up to prescribed limits for each depositor and funds the DIF through assessments on member insured depository institutions.

The Dodd-Frank Act provided the FDIC greater discretion to manage the DIF, changed the assessment base from domestic deposits to consolidated average assets less average tangible equity, and mandated a minimum Designated Reserve Ratio (reserve ratio or DRR) of 1.35%. In October 2010, the FDIC Board adopted a Restoration Plan to ensure that the DIF reserve ratio reaches 1.35% by September 30, 2020, as required by the Dodd-Frank Act, and, in October 2015, issued a proposed rule to ~~prepare~~meet this DRR level. The proposed rule would impose on insured depository institutions with $10 billion or more in assets, such as Wells Fargo, a ~~resolution~~surcharge of 4.5 cents per $100 of their assessment base, after making certain adjustments. The proposed surcharge would be in addition to the base assessments paid by the affected institutions and could significantly increase the overall amount of their deposit insurance assessments. The FDIC Board has also finalized a comprehensive, long-range plan for DIF management, whereby the FDIC ~~under separate regulatory authority and submitted its third annual resolution plan on June 29, 2015.~~Board set the DRR at 2%.

Critical Accounting Policies

Our significant accounting policies (see Note 1 (Summary of Significant Accounting Policies) to Financial Statements in our 2014 Form 10-K) are fundamental to understanding our results of operations and financial condition because they require that we use estimates and assumptions that may affect the value of our assets or liabilities and financial results. Five of these policies are critical because they require management to make difficult, subjective and complex judgments about matters that are inherently uncertain and because it is likely that materially different amounts would be reported under different conditions or using different assumptions. These policies govern:

the allowance for credit losses;

PCI loans;

the valuation of residential MSRs;

the fair valuation of financial instruments; and

income taxes.

Management and the Board's Audit and Examination Committee have reviewed and approved these critical accounting policies. These policies are described further in the “Financial Review – Critical Accounting Policies” section and Note 1 (Summary of Significant Accounting Policies) to Financial Statements in our 2014 Form 10-K.

Current Accounting Developments (continued)

Current Accounting Developments

The following table provides accounting pronouncements applicable to us that have been issued by the FASB but are not yet effective.



Standard	Description	Effective date and financial statement impact
Accounting Standards Update (ASU or Update) 2015-16 - Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments	The Update eliminates the requirement for companies to retrospectively adjust initial amounts recognized in business combinations when the accounting is incomplete at the acquisition date. Under the new guidance, companies should record adjustments in the same reporting period in which the amounts are determined.	The Update is effective for us in first quarter 2016 with prospective application. Early adoption is permitted. We may early adopt but do not expect this Update to have a material impact on our consolidated financial statements.
ASU 2015-07 - Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent)	The Update eliminates the disclosure requirement to categorize investments within the fair value hierarchy that are measured at fair value using net asset value as a practical expedient.	The guidance is effective for us in first quarter 2016 with retrospective application. Early adoption is permitted. The Update will not affect our consolidated financial statements as it impacts only the fair value disclosure requirements for certain investments.
ASU 2015-03 - Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs	The Update changes the balance sheet presentation for debt issuance costs. Under the new guidance, debt issuance costs should be reported as a deduction from debt liabilities rather than as a deferred charge classified as an asset.	The Update is effective for us in first quarter 2016 with retrospective application. Early adoption is permitted. ~~We are evaluating the impact this~~The Update will not have a material impact on our consolidated financial ~~statements.~~statements since it is limited to a reclassification on our balance sheet.
ASU 2015-02 - Consolidation (Topic 810): Amendments to the Consolidation Analysis	The Update primarily amends the criteria companies use to evaluate whether they should consolidate certain variable interest entities that have fee arrangements and the criteria used to determine whether partnerships and similar entities are variable interest entities. The Update also excludes certain money market funds from the consolidation guidance.	The changes are effective for us in first quarter 2016 with early adoption permitted. We are evaluating the impact the Update will have on our consolidated financial statements.
ASU 2015-01 - Income Statement - Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items	The Update removes the concept of extraordinary items from GAAP and eliminates the requirement for extraordinary items to be separately presented in the statement of income.	The Update is effective for us in first quarter 2016 with prospective or retrospective application. Early adoption is permitted. The Update will not have a material impact on our consolidated financial statements.
ASU 2014-16 - Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share is More Akin to Debt or to Equity	The Update clarifies that the nature of host contracts in hybrid financial instruments that are issued in share form should be determined based on the entire instrument, including the embedded derivative.	The Update is effective for us in first quarter 2016 with retrospective application. The Update will not have a material impact on our consolidated financial statements.
ASU 2014-13 - Consolidation (Topic 810): Measuring the Financial Assets and the Financial Liabilities of a Consolidated Collateralized Financing Entity	The Update provides a measurement alternative to companies that consolidate collateralized financing entities (CFEs), such as collateralized debt obligation and collateralized loan obligation structures. Under the new guidance, companies can measure both the financial assets and financial liabilities of a CFE using the more observable fair value of the financial assets or of the financial liabilities.	These changes are effective for us in first quarter 2016 with early adoption permitted at the beginning of an annual period. The guidance can be applied either retrospectively or by a modified retrospective approach. The Update will not have a material impact on our consolidated financial statements.



Standard	Description	Effective date and financial statement impact
ASU 2014-12 - Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved After the Requisite Service Period	The Update provides accounting guidance for employee share-based payment awards with specific performance targets. The Update clarifies that performance targets should be treated as performance conditions if the targets affect vesting and could be achieved after the requisite service period.	The Update is effective for us in first quarter 2016 with early adoption permitted and can be applied prospectively or retrospectively. The Update will not have a material impact on our consolidated financial statements.
ASU 2014-09 - Revenue from Contracts With Customers (Topic 606)	The Update modifies the guidance companies use to recognize revenue from contracts with customers for transfers of goods or services and transfers of nonfinancial assets, unless those contracts are within the scope of other standards. The guidance also requires new qualitative and quantitative disclosures, including information about contract balances and performance obligations.	In ~~July~~August 2015, the FASB ~~approved a one year deferral~~issued ASU 2015-14 (Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date), which defers the effective ~~date. Accordingly, the Update is effective for us in~~date of ASU 2014-09 to first quarter 2018 with retrospective application to prior periods presented or as a cumulative effect adjustment in the period of adoption. Early adoption is permitted in first quarter 2017. We are evaluating the impact the Update will have on our consolidated financial statements.

Forward-Looking Statements

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

Forward-looking statements are not based on historical facts but instead represent our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you, therefore, against relying on any of

these forward-looking statements. They are neither statements of

historical fact nor guarantees or assurances of future performance. While there is no assurance that any list of risks and uncertainties or risk factors is complete, important factors that could cause actual results to differ materially from those in the forward-looking statements include the following, without limitation:

current and future economic and market conditions, including the effects of declines in housing prices, high unemployment rates, U.S. fiscal debt, budget and tax matters, geopolitical matters, and the overall slowdown in global economic growth;

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

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

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

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

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

our ability to realize our efficiency ratio target as part of our expense management initiatives, including as a result of business and economic cyclicality, seasonality, changes in our business composition and operating environment, growth in our businesses and/or acquisitions, and

Forward-Looking Statements (continued)

~~our business composition and operating environment, growth in our businesses and/or acquisitions, and~~ unexpected expenses relating to, among other things, litigation and regulatory matters;

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

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

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

reputational damage from negative publicity, protests, fines, penalties and other negative consequences from regulatory violations and legal actions;

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

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

fiscal and monetary policies of the Federal Reserve Board; and

the other risk factors and uncertainties described under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2014.

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

For more information about factors that could cause actual results to differ materially from our expectations, refer to our reports filed with the Securities and Exchange Commission, including the discussion under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2014, as filed with the Securities and Exchange Commission and available on its website at www.sec.gov.

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

Risk Factors

An investment in the Company involves risk, including the possibility that the value of the investment could fall substantially and that dividends or other distributions on the investment could be reduced or eliminated. For a discussion of risk factors that could adversely affect our financial results and condition, and the value of, and return on, an investment in the Company, we refer you to the “Risk Factors” section of our 2014 Form 10-K.

Controls and Procedures

Disclosure Controls and Procedures

The Company’s management evaluated the effectiveness, as of ~~June~~September 30, 2015, of the Company’s disclosure controls and procedures. The Company’s chief executive officer and chief financial officer participated in the evaluation. Based on this evaluation, the Company’s chief executive officer and chief financial officer concluded that the Company’s disclosure controls and procedures were effective as of ~~June~~September 30, 2015.

Internal Control Over Financial Reporting

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

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

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

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

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. No change occurred during ~~second~~third quarter 2015 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

													Wells Fargo & Company and Subsidiaries	Consolidated Statement of Income (Unaudited)
	Quarter ended June 30,				Six months ended June 30,		Quarter ended September 30,				Nine months ended September 30,
(in millions, except per share amounts)	2015			2014	2015	2014	2015			2014	2015	2014
Interest income
Trading assets	$	483		407	928	781	$	485		427	1,413	1,208
Investment securities	2,181			2,112	4,325	4,222	2,289			2,066	6,614	6,288
Mortgages held for sale	209			195	386	365	223			215	609	580
Loans held for sale	5			1	10	3	4			50	14	53
Loans	9,098			8,852	18,036	17,598	9,216			8,963	27,252	26,561
Other interest income	250			226	504	436	228			243	732	679
Total interest income	12,226			11,793	24,189	23,405	12,445			11,964	36,634	35,369
Interest expense
Deposits	232			275	490	554	232			273	722	827
Short-term borrowings	21			14	39	26	12			15	51	41
Long-term debt	620			620	1,224	1,239	655			629	1,879	1,868
Other interest expense	83			93	180	180	89			106	269	286
Total interest expense	956			1,002	1,933	1,999	988			1,023	2,921	3,022
Net interest income	11,270			10,791	22,256	21,406	11,457			10,941	33,713	32,347
Provision for credit losses	300			217	908	542	703			368	1,611	910
Net interest income after provision for credit losses	10,970			10,574	21,348	20,864	10,754			10,573	32,102	31,437
Noninterest income
Service charges on deposit accounts	1,289			1,283	2,504	2,498	1,335			1,311	3,839	3,809
Trust and investment fees	3,710			3,609	7,387	7,021	3,570			3,554	10,957	10,575
Card fees	930			847	1,801	1,631	953			875	2,754	2,506
Other fees	1,107			1,088	2,185	2,135	1,099			1,090	3,284	3,225
Mortgage banking	1,705			1,723	3,252	3,233	1,589			1,633	4,841	4,866
Insurance	461			453	891	885	376			388	1,267	1,273
Net gains from trading activities	133			382	541	814
Net gains (losses) from trading activities							(26		)	168	515	982
Net gains on debt securities (1)	181			71	459	154	147			253	606	407
Net gains from equity investments (2)	517			449	887	1,296	920			712	1,807	2,008
Lease income	155			129	287	262	189			137	476	399
Other	(140		)	241	146	356	266			151	412	507
Total noninterest income	10,048			10,275	20,340	20,285	10,418			10,272	30,758	30,557
Noninterest expense
Salaries	3,936			3,795	7,787	7,523	4,035			3,914	11,822	11,437
Commission and incentive compensation	2,606			2,445	5,291	4,861	2,604			2,527	7,895	7,388
Employee benefits	1,106			1,170	2,583	2,542	821			931	3,404	3,473
Equipment	470			445	964	935	459			457	1,423	1,392
Net occupancy	710			722	1,433	1,464	728			731	2,161	2,195
Core deposit and other intangibles	312			349	624	690	311			342	935	1,032
FDIC and other deposit assessments	222			225	470	468	245			229	715	697
Other	3,107			3,043	5,824	5,659	3,196			3,117	9,020	8,776
Total noninterest expense	12,469			12,194	24,976	24,142	12,399			12,248	37,375	36,390
Income before income tax expense	8,549			8,655	16,712	17,007	8,773			8,597	25,485	25,604
Income tax expense	2,763			2,869	5,042	5,146	2,790			2,642	7,832	7,788
Net income before noncontrolling interests	5,786			5,786	11,670	11,861	5,983			5,955	17,653	17,816
Less: Net income from noncontrolling interests	67			60	147	242	187			226	334	468
Wells Fargo net income	$	5,719		5,726	11,523	11,619	$	5,796		5,729	17,319	17,348
Less: Preferred stock dividends and other	356			302	699	588	353			321	1,052	909
Wells Fargo net income applicable to common stock	$	5,363		5,424	10,824	11,031	$	5,443		5,408	16,267	16,439
Per share information
Earnings per common share	$	1.04		1.02	2.10	2.09	$	1.06		1.04	3.16	3.13
Diluted earnings per common share	1.03			1.01	2.07	2.06	1.05			1.02	3.12	3.08
Dividends declared per common share	0.375			0.35	0.725	0.65	0.375			0.35	1.10	1.00
Average common shares outstanding	5,151.9			5,268.4	5,156.1	5,265.6	5,125.8			5,225.9	5,145.9	5,252.2
Diluted average common shares outstanding	5,220.5			5,350.8	5,233.2	5,353.2	5,193.8			5,310.4	5,220.3	5,339.2

(1)

Total other-than-temporary impairment (OTTI) losses were $1070 million and $310 million for ~~second~~third quarter 2015 and 2014, respectively. Of total OTTI, losses of $2073 million and $1315 million were recognized in earnings, and reversal of losses of $~~(10)~~(3) million and $~~(10)~~(5) million were recognized as non-credit-related OTTI in other comprehensive income for ~~second~~third quarter 2015 and 2014, respectively. Total other-than-temporary impairment losses (reversal of losses) were $473 million and $~~(11)~~(1) million for ~~the first half of~~nine months ended 2015 and 2014, respectively. Of total OTTI, losses of $51123 million and $2035 million were recognized in earnings, and reversal of losses of $~~(47)~~(50) million and $~~(31)~~(36) million were recognized as non-credit-related OTTI in other comprehensive income for ~~the first half of~~nine months ended 2015 and 2014, respectively.


(2)	Includes OTTI losses of $7667 million and $6940 million for ~~second~~third quarter 2015 and 2014, respectively, and $~~118~~185 million and $~~197~~237 million for ~~the first half of~~nine months ended 2015 and 2014, respectively.

The accompanying notes are an integral part of these statements.


Wells Fargo & Company and Subsidiaries
Consolidated Statement of Comprehensive Income (Unaudited)	Consolidated Statement of Comprehensive Income (Unaudited)										Consolidated Statement of Comprehensive Income (Unaudited)
		Quarter ended June 30,					Six months ended June 30,					Quarter ended Sep 30,					Nine months ended Sep 30,
(in millions)		2015			2014		2015		2014			2015			2014		2015		2014
Wells Fargo net income		$	5,719		5,726		11,523		11,619			$	5,796		5,729		17,319		17,348
Other comprehensive income (loss), before tax:
Investment securities:
Net unrealized gains (losses) arising during the period		(1,969		)	2,085		(1,576	)	4,810			(441		)	(944	)	(2,017	)	3,866
Reclassification of net gains to net income		(218		)	(150	)	(518	)	(544	)		(439		)	(661	)	(957	)	(1,205	)
Derivatives and hedging activities:
Net unrealized gains (losses) arising during the period		(488		)	212		464		256			1,769			(34	)	2,233		222
Reclassification of net gains on cash flow hedges to net income		(268		)	(115	)	(502	)	(221	)		(293		)	(127	)	(795	)	(348	)
Defined benefit plans adjustments:
Net actuarial losses arising during the period		—			(12	)	(11	)	(12	)		—			—		(11	)	(12	)
Amortization of net actuarial loss, settlements and other to net income		30			20		73		38			30			18		103		56
Foreign currency translation adjustments:
Net unrealized gains (losses) arising during the period		10			17		(45	)	—
Net unrealized losses arising during the period												(59		)	(32	)	(104	)	(32	)
Reclassification of net losses to net income		—			—		—		6			—			—		—		6
Other comprehensive income (loss), before tax		(2,903		)	2,057		(2,115	)	4,333			567			(1,780	)	(1,548	)	2,553
Income tax (expense) benefit related to other comprehensive income		1,040			(816	)	812		(1,647	)		(268		)	560		544		(1,087	)
Other comprehensive income (loss), net of tax		(1,863		)	1,241		(1,303	)	2,686			299			(1,220	)	(1,004	)	1,466
Less: Other comprehensive income (loss) from noncontrolling interests		(154		)	(124	)	147		(45	)		(22		)	(221	)	125		(266	)
Wells Fargo other comprehensive income (loss), net of tax		(1,709		)	1,365		(1,450	)	2,731			321			(999	)	(1,129	)	1,732
Wells Fargo comprehensive income		4,010			7,091		10,073		14,350			6,117			4,730		16,190		19,080
Comprehensive income (loss) from noncontrolling interests		(87		)	(64	)	294		197
Comprehensive income from noncontrolling interests												165			5		459		202
Total comprehensive income		$	3,923		7,027		10,367		14,547			$	6,282		4,735		16,649		19,282

The accompanying notes are an integral part of these statements.


Wells Fargo & Company and Subsidiaries
Consolidated Balance Sheet
(in millions, except shares)	Jun 30, 2015			Dec 31, 2014		Sep 30, 2015			Dec 31, 2014
Assets	(Unaudited)					(Unaudited)
Cash and due from banks	$	19,687		19,571		$	17,395		19,571
Federal funds sold, securities purchased under resale agreements and other short-term investments	232,247			258,429		254,811			258,429
Trading assets	80,236			78,255		73,894			78,255
Investment securities:
Available-for-sale, at fair value	260,667			257,442		266,406			257,442
Held-to-maturity, at cost (fair value $80,315 and $56,359)	80,102			55,483
Mortgages held for sale (includes $21,539 and $15,565 carried at fair value) (1)	25,447			19,536
Held-to-maturity, at cost (fair value $80,119 and $56,359)						78,668			55,483
Mortgages held for sale (includes $17,627 and $15,565 carried at fair value) (1)						21,840			19,536
Loans held for sale (includes $0 and $1 carried at fair value) (1)	621			722		430			722
Loans (includes $5,651 and $5,788 carried at fair value) (1)	888,459			862,551
Loans (includes $5,529 and $5,788 carried at fair value) (1)						903,233			862,551
Allowance for loan losses	(11,754		)	(12,319	)	(11,659		)	(12,319		)
Net loans	876,705			850,232		891,574			850,232
Mortgage servicing rights:
Measured at fair value	12,661			12,738		11,778			12,738
Amortized	1,262			1,242		1,277			1,242
Premises and equipment, net	8,692			8,743		8,800			8,743
Goodwill	25,705			25,705		25,684			25,705
Other assets (includes $2,636 and $2,512 carried at fair value) (1)	96,585			99,057
Other assets (includes $2,745 and $2,512 carried at fair value) (1)						98,708			99,057
Total assets (2)	$	1,720,617		1,687,155		$	1,751,265		$	1,687,155
Liabilities
Noninterest-bearing deposits	$	343,582		321,963		$	339,761		321,963
Interest-bearing deposits	842,246			846,347		862,418			846,347
Total deposits	1,185,828			1,168,310		1,202,179			1,168,310
Short-term borrowings	82,963			63,518		88,069			63,518
Accrued expenses and other liabilities	81,399			86,122		81,700			86,122
Long-term debt	179,751			183,943		185,274			183,943
Total liabilities (3)	1,529,941			1,501,893		1,557,222			1,501,893
Equity
Wells Fargo stockholders' equity:
Preferred stock	21,649			19,213		22,424			19,213
Common stock – $1-2/3 par value, authorized 9,000,000,000 shares; issued 5,481,811,474 and 5,481,811,474 shares	9,136			9,136
Common stock – $1-2/3 par value, authorized 9,000,000,000 shares; issued 5,481,811,474 shares						9,136			9,136
Additional paid-in capital	60,154			60,537		60,998			60,537
Retained earnings	114,093			107,040		117,593			107,040
Cumulative other comprehensive income	2,068			3,518		2,389			3,518
Treasury stock – 336,576,217 shares and 311,462,276 shares	(15,707		)	(13,690	)
Treasury stock – 373,337,506 shares and 311,462,276 shares						(17,899		)	(13,690		)
Unearned ESOP shares	(1,835		)	(1,360	)	(1,590		)	(1,360		)
Total Wells Fargo stockholders' equity	189,558			184,394		193,051			184,394
Noncontrolling interests	1,118			868		992			868
Total equity	190,676			185,262		194,043			185,262
Total liabilities and equity	$	1,720,617		1,687,155		$	1,751,265		$	1,687,155


(1)	Parenthetical amounts represent assets and liabilities for which we have elected the fair value option.

(2)

Our consolidated assets at ~~June~~September 30, 2015, and December 31, 2014, include the following assets of certain variable interest entities (VIEs) that can only be used to settle the liabilities of those VIEs: Cash and due from banks, $~~122~~149 million and $117 million; Trading assets, $1 million and $0 million; Investment securities, $~~690~~530 million and $875 million; Net loans, $~~5.1~~5.0 billion and $4.5 billion; Other assets, $~~302~~279 million and $316 million,; and Total assets, $~~6.2~~6.0 billion and $5.8 billion, respectively.


(3)	Our consolidated liabilities at ~~June~~September 30, 2015, and December 31, 2014, include the following VIE liabilities for which the VIE creditors do not have recourse to Wells Fargo: Accrued expenses and other liabilities, $6061 million and $49 million; Long-term debt, $~~1.5~~1.4 billion and $1.6 billion; and Total liabilities, $~~1.5~~1.4 billion and $1.7 billion, respectively.

The accompanying notes are an integral part of these statements.


Wells Fargo & Company and Subsidiaries
Consolidated Statement of Changes in Equity (Unaudited)	Consolidated Statement of Changes in Equity (Unaudited)									Consolidated Statement of Changes in Equity (Unaudited)

	Preferred stock					Common stock				Preferred stock					Common stock
(in millions, except shares)	Shares		Amount			Shares		Amount		Shares		Amount			Shares		Amount
Balance January 1, 2014	10,881,195		$	16,267		5,257,162,705		$	9,136	10,881,195		$	16,267		5,257,162,705		$	9,136
Net income
Other comprehensive income (loss), net of tax
Noncontrolling interests
Common stock issued						50,949,650									61,467,695
Common stock repurchased (1)						(72,897,568	)								(121,567,010	)
Preferred stock issued to ESOP	1,217,000		1,217							1,217,000		1,217
Preferred stock released by ESOP
Preferred stock converted to common shares	(735,699	)	(735		)	14,679,903				(905,065	)	(905		)	17,945,101
Common stock warrants repurchased/exercised
Preferred stock issued	80,000		2,000							112,000		2,800
Common stock dividends
Preferred stock dividends
Tax benefit from stock incentive compensation
Stock incentive compensation expense
Net change in deferred compensation and related plans
Net change	561,301		2,482			(7,268,015	)	—		423,935		3,112			(42,154,214	)	—
Balance June 30, 2014	11,442,496		$	18,749		5,249,894,690		$	9,136
Balance September 30, 2014										11,305,130		$	19,379		5,215,008,491		$	9,136
Balance January 1, 2015	11,138,818		$	19,213		5,170,349,198		$	9,136	11,138,818		$	19,213		5,170,349,198		$	9,136
Net income
Other comprehensive income (loss), net of tax
Noncontrolling interests
Common stock issued						52,509,675									63,017,857
Common stock repurchased (1)						(84,705,380	)								(136,363,436	)
Preferred stock issued to ESOP	826,598		826							826,598		826
Preferred stock released by ESOP
Preferred stock converted to common shares	(391,014	)	(390		)	7,081,764				(616,066	)	(615		)	11,470,349
Common stock warrants repurchased/exercised
Preferred stock issued	80,000		2,000							120,000		3,000
Common stock dividends
Preferred stock dividends
Tax benefit from stock incentive compensation
Stock incentive compensation expense
Net change in deferred compensation and related plans
Net change	515,584		2,436			(25,113,941	)	—		330,532		3,211			(61,875,230	)	—
Balance June 30, 2015	11,654,402		$	21,649		5,145,235,257		$	9,136
Balance September 30, 2015										11,469,350		$	22,424		5,108,473,968		$	9,136

(1)

We had no unsettled private share repurchase contracts at September 30, 2015. For the first ~~half of~~ ~~2015, includes~~ ~~$750 million~~ ~~related to a private forward repurchase transaction entered into in second quarter~~ ~~2015~~ ~~that settled in third quarter~~ ~~2015~~ ~~for~~ ~~13.6 million~~ ~~shares of common stock. For the first half~~nine months of 2014, includes $1.0 billion related to a private forward repurchase transaction entered into in ~~second~~third quarter 2014 that settled in ~~July~~fourth quarter 2014 for ~~19.5~~19.8 million shares of common stock.

The accompanying notes are an integral part of these statements.

Wells Fargo stockholders' equity
Additional
paid-in
capital

Retained
earnings

Cumulative
other
comprehensive
income

Treasury
stock

Unearned
ESOP
shares

Total
Wells Fargo
stockholders'
equity

Noncontrolling
interests

Total
equity

60,296
92,361
1,386
(8,104 ) (1,200 ) 170,142
866
171,008
11,619
11,619
242
11,861
2,731
2,731
(45 ) 2,686
(1 ) (1 ) (373 ) (374 )
(176 )

1,749
1,573
1,573
(500 ) (3,479 ) (3,979 ) (3,979 )
108
(1,325 ) —
—
(66 ) 801
735
735
182
553
—
—

—
—
(5 ) 1,995
1,995
44
(3,467 ) (3,423 ) (3,423 )
(587 ) (587 ) (587 )
330
330
330
538
538
538
(824 ) 10
(814 ) (814 )
(370 )
7,565

2,731

(1,167 )
(524 )
10,717

(176 )
10,541
59,926

99,926

4,117

(9,271 )
(1,724 )
180,859

690

181,549
60,537
107,040
3,518
(13,690 ) (1,360 ) 184,394
868
185,262
11,523
11,523
147
11,670
(1,450 ) (1,450 ) 147
(1,303 )

—
(44 ) (44 )
(397 ) 2,226
1,829
1,829

(4,586 ) (4,586 ) (4,586 )
74
(900 ) —
—
(35 ) 425
390
390
65
325
—
—
(32 ) (32 ) (32 )
(3 ) 1,997
1,997
34
(3,771 ) (3,737 ) (3,737 )
(699 ) (699 ) (699 )
409
409
409
542
542
542
(1,040 ) 18
(1,022 ) (1,022 )
(383 )
7,053

(1,450 )
(2,017 )
(475 )
5,164

250

5,414
60,154

114,093

2,068

(15,707 )
(1,835 )
189,558

1,118

190,676





						Wells Fargo stockholders' equity
Additional paid-in capital		Retained earnings		Cumulative other comprehensive income		Treasury stock		Unearned ESOP shares		Total Wells Fargo stockholders' equity		Noncontrolling interests		Total equity
60,296		92,361		1,386		(8,104	)	(1,200	)	170,142		866		171,008
		17,348								17,348		468		17,816
				1,732						1,732		(266	)	1,466
(1	)									(1	)	(559	)	(560	)
(198	)					2,173				1,975				1,975
(500	)					(5,969	)			(6,469	)			(6,469	)
108								(1,325	)	—				—
(80	)							985		905				905
217						688				—				—
										—				—
(25	)									2,775				2,775
56		(5,307	)							(5,251	)			(5,251	)
		(908	)							(908	)			(908	)
378										378				378
682										682				682
(833	)					6				(827	)			(827	)
(196	)	11,133		1,732		(3,102	)	(340	)	12,339		(357	)	11,982
60,100		103,494		3,118		(11,206	)	(1,540	)	182,481		509		182,990
60,537		107,040		3,518		(13,690	)	(1,360	)	184,394		868		185,262
		17,319								17,319		334		17,653
				(1,129	)					(1,129	)	125		(1,004	)
3										3		(335	)	(332	)
(381	)					2,715				2,334				2,334
750						(7,473	)			(6,723	)			(6,723	)
74								(900	)	—				—
(55	)							670		615				615
81						534				—				—
(49	)									(49	)			(49	)
(28	)									2,972				2,972
48		(5,711	)							(5,663	)			(5,663	)
		(1,055	)							(1,055	)			(1,055	)
431										431				431
640										640				640
(1,053	)					15				(1,038	)			(1,038	)
461		10,553		(1,129	)	(4,209	)	(230	)	8,657		124		8,781
60,998		117,593		2,389		(17,899	)	(1,590	)	193,051		992		194,043


Wells Fargo & Company and Subsidiaries
Consolidated Statement of Cash Flows (Unaudited)
	Six months ended June 30,					Nine months ended Sep 30,
(in millions)	2015			2014		2015			2014
Cash flows from operating activities:
Net income before noncontrolling interests	$	11,670		11,861		$	17,653		17,816
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses	908			542		1,611			910
Changes in fair value of MSRs, MHFS and LHFS carried at fair value	(90		)	1,040		585			884
Depreciation, amortization and accretion	1,558			1,303		2,396			1,933
Other net gains	(3,125		)	(118	)	(4,176		)	(2,216	)
Stock-based compensation	1,178			1,144		1,525			1,525
Excess tax benefits related to stock incentive compensation	(409		)	(330	)	(431		)	(378	)
Originations of MHFS	(94,133		)	(68,250	)	(138,204		)	(109,288	)
Proceeds from sales of and principal collected on mortgages originated for sale	67,608			54,849		101,083			89,626
Proceeds from sales of and principal collected on LHFS	6			192		7			206
Purchases of LHFS	(27		)	(102	)	(28		)	(131	)
Net change in:
Trading assets	19,792			2,679		40,300			12,246
Deferred income taxes	(364		)	(470	)	(2,421		)	669
Accrued interest receivable	(382		)	3		(643		)	(548	)
Accrued interest payable	186			326		79			238
Other assets	2,284			(6,170	)	(562		)	(7,182	)
Other accrued expenses and liabilities	(5,796		)	1,103		1,027			8,354
Net cash provided (used) by operating activities	864			(398	)
Net cash provided by operating activities						19,801			14,664
Cash flows from investing activities:
Net change in:
Federal funds sold, securities purchased under resale agreements and other short-term investments	26,044			(23,667	)	3,453			(45,281	)
Available-for-sale securities:
Sales proceeds	10,143			1,670		15,959			2,575
Prepayments and maturities	15,847			16,573		23,681			28,509
Purchases	(34,968		)	(10,954	)	(56,526		)	(24,539	)
Held-to-maturity securities:
Paydowns and maturities	2,821			3,422		4,278			4,251
Purchases	(22,734		)	(20,637	)	(22,823		)	(33,049	)
Nonmarketable equity investments:
Sales proceeds	1,894			1,897		2,904			2,291
Purchases	(792		)	(1,565	)	(1,083		)	(2,408	)
Loans:
Loans originated by banking subsidiaries, net of principal collected	(22,290		)	(29,987	)	(40,372		)	(42,805	)
Proceeds from sales (including participations) of loans held for investment	5,248			9,209		8,898			13,926
Purchases (including participations) of loans	(10,873		)	(2,783	)	(12,710		)	(3,998	)
Principal collected on nonbank entities’ loans	5,220			6,455		7,448			9,577
Loans originated by nonbank entities	(6,452		)	(6,054	)	(9,586		)	(9,489	)
Net cash paid for acquisitions	—			(174	)	—			(174	)
Proceeds from sales of foreclosed assets and short sales	3,962			4,299		5,769			5,995
Net cash from purchases and sales of MSRs	(45		)	(72	)	(96		)	(119	)
Other, net	(1,151		)	(377	)	(1,627		)	(537	)
Net cash used by investing activities	(28,126		)	(52,745	)	(72,433		)	(95,275	)
Cash flows from financing activities:
Net change in:
Deposits	17,756			39,400		34,107			51,448
Short-term borrowings	19,445			7,966		24,551			7,542
Long-term debt:
Proceeds from issuance	13,835			18,493		24,495			38,362
Repayment	(18,104		)	(6,733	)	(24,104		)	(9,872	)
Preferred stock:
Proceeds from issuance	1,997			1,995		2,972			2,775
Cash dividends paid	(699		)	(570	)	(1,063		)	(928	)
Common stock:
Proceeds from issuance	1,012			1,052		1,454			1,376
Repurchased	(4,586		)	(3,979	)	(6,723		)	(6,469	)
Cash dividends paid	(3,647		)	(3,347	)	(5,529		)	(5,134	)
Excess tax benefits related to stock incentive compensation	409			330		431			378
Net change in noncontrolling interests	(84		)	(850	)	(191		)	(846	)
Other, net	44			102		56			92
Net cash provided by financing activities	27,378			53,859		50,456			78,724
Net change in cash and due from banks	116			716		(2,176		)	(1,887	)
Cash and due from banks at beginning of period	19,571			19,919		19,571			19,919
Cash and due from banks at end of period	$	19,687		20,635		$	17,395		18,032
Supplemental cash flow disclosures:
Cash paid for interest	$	1,747		1,673		$	2,842		2,784
Cash paid for income taxes	7,105			4,091		9,270			6,254

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

Notes 1: Summary of Significant Accounting Policies (continued)

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

Note 1: Summary of Significant Accounting Policies

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

Our accounting and reporting policies conform with U.S. generally accepted accounting principles (GAAP) and practices in the financial services industry. For discussion of our significant accounting policies, see Note 1 (Summary of Significant Accounting Policies) in our Annual Report on Form 10-K for the year ended December 31, 2014 (2014 Form 10-K). There were no material changes to these policies in ~~the~~ first ~~half~~nine months of 2015. To prepare the financial statements in conformity with GAAP, management must make estimates based on assumptions about future economic and market conditions (for example, unemployment, market liquidity, real estate prices, etc.) that affect the reported amounts of assets and liabilities at the date of the financial statements and income and expenses during the reporting period and the related disclosures. Although our estimates contemplate current conditions and how we expect them to change in the future, it is reasonably possible that actual conditions could be worse than anticipated in those estimates, which could materially affect our results of operations and financial condition. Management has made significant estimates in several areas, including allowance for credit losses and purchased credit-impaired (PCI) loans (Note 5 (Loans and Allowance for Credit Losses)), valuations of residential mortgage servicing rights (MSRs) (Note 7 (Securitizations and Variable Interest Entities) and Note 8 (Mortgage Banking Activities)) and financial instruments (Note 13 (Fair Values of Assets and Liabilities)), and income taxes. Actual results could differ from those estimates.

These unaudited interim financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the periods presented. These adjustments are of a normal recurring nature, unless otherwise disclosed in this Form 10-Q. The results of operations in the interim financial statements do not necessarily indicate the results that may be expected for the full year. The interim financial information should be read in conjunction with our 2014 Form 10-K.

Accounting Standards Adopted in 2015

In first quarter 2015, we adopted the following new accounting guidance:

Accounting Standards Update (ASU or Update) 2014-11, Transfers and Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures;

ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360):

Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity; and

ASU 2014-01, Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Qualified Affordable Housing Projects.

ASU 2014-11 requires repurchase-to-maturity transactions to be accounted for as secured borrowings versus sales. The guidance also requires separate accounting for transfers of financial assets that are executed contemporaneously with repurchase agreements. The Update also includes new disclosures for transfers accounted for as sales and for repurchase agreements and similar arrangements, such as classes of collateral pledged for gross obligations and the remaining contractual maturity of repurchase agreements. We adopted the accounting changes in first quarter 2015 with no impact to our consolidated financial statements or disclosures. We adopted the collateral and remaining contractual maturity disclosures for repurchase and similar agreements in second quarter 2015. For additional information, see Note 10 (Guarantees, Pledged Assets and Collateral).

ASU 2014-08 changes the definition and reporting requirements for discontinued operations. Under the new guidance, an entity’s disposal of a component or group of components must be reported in discontinued operations if the disposal is a strategic shift that has or will have a significant effect on the entity’s operations and financial results. We adopted these changes in first quarter 2015 with prospective application. This Update did not have a material impact on our consolidated financial statements.

ASU 2014-01 amends the accounting guidance for investments in affordable housing projects that qualify for the low-income housing tax credits. The Update requires incremental disclosures for all entities that invest in qualified affordable housing projects. Additionally companies may make an accounting election to amortize the cost of their investments in proportion to the tax benefits received if certain criteria are met and present the amortization as a component of income tax expense. We adopted the new disclosure requirements in first quarter 2015 (see Note 6 (Other Assets)) and will continue our previous accounting for these investments rather than make the alternative election to amortize the initial cost of the investments in proportion to the tax benefits received.

Private Share Repurchases

From time to time we enter into private forward repurchase transactions with unrelated third parties to complement our open-market common stock repurchase strategies, to allow us to manage our share repurchases in a manner consistent with our capital plans, currently submitted under the 2015 Comprehensive Capital Analysis and Review (CCAR), and to provide an economic benefit to the Company.

Our payments to the counterparties for these contracts are recorded in permanent equity in the quarter paid and are not subject to re-measurement. The classification of the up-front payments as permanent equity assures that we have appropriate repurchase timing consistent with our 2015 Capital Plan, which

contemplated a fixed dollar amount available per quarter for share repurchases pursuant to Federal Reserve Board (FRB) supervisory guidance. In return, the counterparty agrees to deliver a variable number of shares based on a per share discount to the volume-weighted average stock price over the contract period. There are no scenarios where the contracts would not either physically settle in shares or allow us to choose the settlement method. Our total number of outstanding shares of

common stock is not reduced until settlement of the private share repurchase contract.

~~In April 2015, we entered into a $750 million~~We had no unsettled private ~~forward~~share repurchase ~~contract with an unrelated third party. This contract settled in July 2015 for 13.6 million shares of common stock.~~contracts at September 30, 2015. At ~~June~~September 30, 2014, we had a $1.0 billion private repurchase contract outstanding that settled in ~~third~~fourth quarter 2014 for ~~19.5~~19.8 million shares of common stock.

SUPPLEMENTAL CASH FLOW INFORMATION Significant noncash activities are presented below.


	Six months ended June 30,			Nine months ended September 30,
(in millions)	2015		2014	2015		2014
Trading assets retained from securitization of MHFS	$	20,816	12,373	$	34,994	18,717
Transfers from loans to MHFS	4,757		6,662	7,219		9,035
Transfers from loans to LHFS	52		9,828	90		9,842
Transfers from loans to foreclosed and other assets	1,688		2,268	2,471		3,228
Transfers from available-for-sale to held-to-maturity securities	4,972		—	4,972		—

SUBSEQUENT EVENTS We have evaluated the effects of events that have occurred subsequent to ~~June~~September 30, 2015, and there have been no material events that would require recognition in our ~~second~~third quarter 2015 consolidated financial statements or disclosure in the Notes to the consolidated financial ~~statements.~~statements, except for a business acquisition announced on October 13, 2015, as discussed in Note 2 (Business Combinations).

Note 2: Business Combinations

We regularly explore opportunities to acquire financial services companies and businesses. Generally, we do not make a public announcement about an acquisition opportunity until a definitive agreement has been signed. For information on additional contingent consideration related to acquisitions, which is considered to be a guarantee, see Note 10 (Guarantees, Pledged Assets and Collateral).

We completed no acquisitions of businesses during the ~~first half of 2015 and~~nine months ended 2015. We had ~~no business combinations~~two acquisitions pending as of ~~June~~September 30, 2015. The first pending acquisition involves a small investment intermediary and is expected to close during fourth quarter 2015. The second pending acquisition is the purchase of GE Railcar Services from GE Capital, which involves 77,000 railcars and 1,000 locomotives as well as associated operating and long-term leases. Additionally, on October 13, 2015, we announced an agreement to purchase GE Capital’s Commercial Distribution Finance and Vendor Finance businesses, as well as certain commercial loans and leases from their Corporate Finance business. The acquisition involves total assets of approximately $32 billion. Both GE Capital transactions are expected to close in first quarter 2016.

Note 3: Federal Funds Sold, Securities Purchased under Resale Agreements and Other Short-Term Investments

The following table provides the detail of federal funds sold, securities purchased under short-term resale agreements (generally less than one year) and other short-term investments. The majority of interest-earning deposits at ~~June~~September 30, 2015 and December 31, 2014, were held at the Federal Reserve.


(in millions)	Jun 30, 2015		Dec 31, 2014	Sep 30, 2015		Dec 31, 2014
Federal funds sold and securities purchased under resale agreements	$	41,319	36,856	$	44,894	36,856
Interest-earning deposits	187,959		219,220	207,496		219,220
Other short-term investments	2,969		2,353	2,421		2,353
Total	$	232,247	258,429	$	254,811	258,429

As part of maintaining our memberships in certain clearing organizations, we are required to stand ready to provide liquidity meant to sustain market clearing activity in the event unforeseen events occur or are deemed likely to occur. This includes commitments we have entered into to purchase securities under resale agreements from a central clearing organization that, at its option, require us to provide funding under such agreements. We do not have any outstanding amounts funded, and the amount of our unfunded contractual commitment was ~~$2.8~~$2.5 billion and $2.6 billion as of ~~June~~September 30, 2015 and December 31, 2014, respectively.

We have classified securities purchased under long-term resale agreements (generally one year or more), which totaled ~~$19.0~~$19.7 billion and $14.9 billion at ~~June~~September 30, 2015 and December 31, 2014 , respectively, in loans. For additional information on the collateral we receive from other entities under resale agreements and securities borrowings, see the “Offsetting of Resale and Repurchase Agreements and Securities Borrowing and Lending Agreements” section of Note 10 (Guarantees, Pledged Assets and Collateral).

Note 4: Investment Securities

The following table provides the amortized cost and fair value by major categories of available-for-sale securities, which are carried at fair value, and held-to-maturity debt securities, which are

carried at amortized cost. The net unrealized gains (losses) for available-for-sale securities are reported on an after-tax basis as a component of cumulative OCI.


(in millions)	Amortized Cost		Gross unrealized gains	Gross unrealized losses		Fair value	Amortized Cost		Gross unrealized gains	Gross unrealized losses		Fair value
June 30, 2015
September 30, 2015
Available-for-sale securities:
Securities of U.S. Treasury and federal agencies	$	35,945	127	(128	)	35,944	$	35,049	384	(10	)	35,423
Securities of U.S. states and political subdivisions	47,736		1,158	(596	)	48,298	49,497		1,013	(1,087	)	49,423
Mortgage-backed securities:
Federal agencies	98,542		2,424	(888	)	100,078	102,660		2,730	(367	)	105,023
Residential	7,580		894	(13	)	8,461	7,335		812	(19	)	8,128
Commercial	14,882		479	(52	)	15,309	14,424		354	(70	)	14,708
Total mortgage-backed securities	121,004		3,797	(953	)	123,848	124,419		3,896	(456	)	127,859
Corporate debt securities	14,564		586	(176	)	14,974	15,350		451	(311	)	15,490
Collateralized loan and other debt obligations (1)	28,911		467	(55	)	29,323	29,988		248	(182	)	30,054
Other (2)	5,625		182	(14	)	5,793	6,126		140	(50	)	6,216
Total debt securities	253,785		6,317	(1,922	)	258,180	260,429		6,132	(2,096	)	264,465
Marketable equity securities:
Perpetual preferred securities	841		129	(12	)	958	840		115	(15	)	940
Other marketable equity securities	304		1,227	(2	)	1,529	278		729	(6	)	1,001
Total marketable equity securities	1,145		1,356	(14	)	2,487	1,118		844	(21	)	1,941
Total available-for-sale securities	254,930		7,673	(1,936	)	260,667	261,547		6,976	(2,117	)	266,406
Held-to-maturity securities:
Securities of U.S. Treasury and federal agencies	44,645		544	(97	)	45,092	44,653		1,333	(12	)	45,974
Securities of U.S. states and political subdivisions	2,174		2	(26	)	2,150	2,187		28	(3	)	2,212
Federal agency mortgage-backed securities	27,577		130	(369	)	27,338	26,828		194	(92	)	26,930
Collateralized loans and other debt obligations (1)	1,405		3	(1	)	1,407	1,405		—	(14	)	1,391
Other (2)	4,301		27	—		4,328	3,595		17	—		3,612
Total held-to-maturity securities	80,102		706	(493	)	80,315	78,668		1,572	(121	)	80,119
Total	$	335,032	8,379	(2,429	)	340,982	$	340,215	8,548	(2,238	)	346,525
December 31, 2014
Available-for-sale securities:
Securities of U.S. Treasury and federal agencies	$	25,898	44	(138	)	25,804	$	25,898	44	(138	)	25,804
Securities of U.S. states and political subdivisions	43,939		1,504	(499	)	44,944	43,939		1,504	(499	)	44,944
Mortgage-backed securities:
Federal agencies	107,850		2,990	(751	)	110,089	107,850		2,990	(751	)	110,089
Residential	8,213		1,080	(24	)	9,269	8,213		1,080	(24	)	9,269
Commercial	16,248		803	(57	)	16,994	16,248		803	(57	)	16,994
Total mortgage-backed securities	132,311		4,873	(832	)	136,352	132,311		4,873	(832	)	136,352
Corporate debt securities	14,211		745	(170	)	14,786	14,211		745	(170	)	14,786
Collateralized loan and other debt obligations (1)	25,137		408	(184	)	25,361	25,137		408	(184	)	25,361
Other (2)	6,251		295	(27	)	6,519	6,251		295	(27	)	6,519
Total debt securities	247,747		7,869	(1,850	)	253,766	247,747		7,869	(1,850	)	253,766
Marketable equity securities:
Perpetual preferred securities	1,622		148	(70	)	1,700	1,622		148	(70	)	1,700
Other marketable equity securities	284		1,694	(2	)	1,976	284		1,694	(2	)	1,976
Total marketable equity securities	1,906		1,842	(72	)	3,676	1,906		1,842	(72	)	3,676
Total available-for-sale securities	249,653		9,711	(1,922	)	257,442	249,653		9,711	(1,922	)	257,442
Held-to-maturity securities:
Securities of U.S. Treasury and federal agencies	40,886		670	(8	)	41,548	40,886		670	(8	)	41,548
Securities of U.S. states and political subdivisions	1,962		27	—		1,989	1,962		27	—		1,989
Federal agency mortgage-backed securities	5,476		165	—		5,641	5,476		165	—		5,641
Collateralized loans and other debt obligations (1)	1,404		—	(13	)	1,391	1,404		—	(13	)	1,391
Other (2)	5,755		35	—		5,790	5,755		35	—		5,790
Total held-to-maturity securities	55,483		897	(21	)	56,359	55,483		897	(21	)	56,359
Total	$	305,136	10,608	(1,943	)	313,801	$	305,136	10,608	(1,943	)	313,801


(1)	The available-for-sale portfolio includes collateralized debt obligations (CDOs) with a cost basis and fair value of $~~272~~250 million and $~~407~~316 million, respectively, at ~~June~~September 30, 2015, and $364 million and $500 million, respectively, at December 31, 2014. The held-to-maturity portfolio only includes collateralized loan obligations.

(2)

The “Other” category of available-for-sale securities mostly includes asset-backed securities collateralized by credit cards, student loans, home equity loans and auto leases or loans and cash. Included in the “Other” category of held-to-maturity securities are asset-backed securities collateralized by auto leases or loans and cash with both a cost basis and fair value of $~~2.7~~2.2 billion at ~~June~~September 30, 2015, and $3.8 billion at December 31, 2014. Also included in the “Other” category of held-to-maturity securities are asset-backed securities collateralized by dealer floorplan loans with a cost basis and fair value of $~~1.6~~1.4 billion ~~each~~ at ~~June~~September 30, 2015, and cost basis of $1.9 billion and fair value of $2.0 billion at December 31, 2014.

Note 4: Investment Securities (continued)

Gross Unrealized Losses and Fair Value

The following table shows the gross unrealized losses and fair value of securities in the investment securities portfolio by length of time that individual securities in each category have been in a continuous loss position. Debt securities on which we have taken credit-related OTTI write-downs are categorized as being “less

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


	Less than 12 months				12 months or more			Total			Less than 12 months				12 months or more			Total
(in millions)	Gross unrealized losses			Fair value	Gross unrealized losses		Fair value	Gross unrealized losses		Fair value	Gross unrealized losses			Fair value	Gross unrealized losses		Fair value	Gross unrealized losses		Fair value
June 30, 2015
September 30, 2015
Available-for-sale securities:
Securities of U.S. Treasury and federal agencies	$	(78	)	11,458	(50	)	3,994	(128	)	15,452	$	(4	)	1,332	(6	)	2,020	(10	)	3,352
Securities of U.S. states and political subdivisions	(312		)	13,364	(284	)	3,668	(596	)	17,032	(559		)	19,812	(528	)	6,242	(1,087	)	26,054
Mortgage-backed securities:
Federal agencies	(549		)	25,808	(339	)	11,040	(888	)	36,848	(173		)	21,559	(194	)	10,421	(367	)	31,980
Residential	(5		)	754	(8	)	256	(13	)	1,010	(13		)	980	(6	)	272	(19	)	1,252
Commercial	(14		)	3,287	(38	)	1,547	(52	)	4,834	(23		)	4,034	(47	)	2,030	(70	)	6,064
Total mortgage-backed securities	(568		)	29,849	(385	)	12,843	(953	)	42,692	(209		)	26,573	(247	)	12,723	(456	)	39,296
Corporate debt securities	(113		)	2,953	(63	)	797	(176	)	3,750	(179		)	3,963	(132	)	967	(311	)	4,930
Collateralized loan and other debt obligations	(12		)	5,233	(43	)	3,779	(55	)	9,012	(116		)	18,075	(66	)	4,375	(182	)	22,450
Other	(11		)	1,018	(3	)	277	(14	)	1,295	(27		)	2,532	(23	)	521	(50	)	3,053
Total debt securities	(1,094		)	63,875	(828	)	25,358	(1,922	)	89,233	(1,094		)	72,287	(1,002	)	26,848	(2,096	)	99,135
Marketable equity securities:
Perpetual preferred securities	—			—	(12	)	124	(12	)	124	(1		)	45	(14	)	121	(15	)	166
Other marketable equity securities	(2		)	44	—		—	(2	)	44	(6		)	53	—		—	(6	)	53
Total marketable equity securities	(2		)	44	(12	)	124	(14	)	168	(7		)	98	(14	)	121	(21	)	219
Total available-for-sale securities	(1,096		)	63,919	(840	)	25,482	(1,936	)	89,401	(1,101		)	72,385	(1,016	)	26,969	(2,117	)	99,354
Held-to-maturity securities:
Securities of U.S. Treasury and federal agencies	(97		)	7,137	—		—	(97	)	7,137	(12		)	2,434	—		—	(12	)	2,434
Securities of U.S. states and political subdivisions	(26		)	1,731	—		—	(26	)	1,731	(3		)	454	—		—	(3	)	454
Federal agency mortgage-backed securities	(369		)	22,509	—		—	(369	)	22,509	(92		)	16,498	—		—	(92	)	16,498
Collateralized loan and other debt obligations	(1		)	1,006	—		—	(1	)	1,006	(11		)	1,158	(3	)	233	(14	)	1,391
Total held-to-maturity securities	(493		)	32,383	—		—	(493	)	32,383	(118		)	20,544	(3	)	233	(121	)	20,777
Total	$	(1,589	)	96,302	(840	)	25,482	(2,429	)	121,784	$	(1,219	)	92,929	(1,019	)	27,202	(2,238	)	120,131
December 31, 2014
Available-for-sale securities:
Securities of U.S. Treasury and federal agencies	$	(16	)	7,138	(122	)	5,719	(138	)	12,857	$	(16	)	7,138	(122	)	5,719	(138	)	12,857
Securities of U.S. states and political subdivisions	(198		)	10,228	(301	)	3,725	(499	)	13,953	(198		)	10,228	(301	)	3,725	(499	)	13,953
Mortgage-backed securities:
Federal agencies	(16		)	1,706	(735	)	37,854	(751	)	39,560	(16		)	1,706	(735	)	37,854	(751	)	39,560
Residential	(18		)	946	(6	)	144	(24	)	1,090	(18		)	946	(6	)	144	(24	)	1,090
Commercial	(9		)	2,202	(48	)	1,532	(57	)	3,734	(9		)	2,202	(48	)	1,532	(57	)	3,734
Total mortgage-backed securities	(43		)	4,854	(789	)	39,530	(832	)	44,384	(43		)	4,854	(789	)	39,530	(832	)	44,384
Corporate debt securities	(102		)	1,674	(68	)	1,265	(170	)	2,939	(102		)	1,674	(68	)	1,265	(170	)	2,939
Collateralized loan and other debt obligations	(99		)	12,755	(85	)	3,958	(184	)	16,713	(99		)	12,755	(85	)	3,958	(184	)	16,713
Other	(23		)	708	(4	)	277	(27	)	985	(23		)	708	(4	)	277	(27	)	985
Total debt securities	(481		)	37,357	(1,369	)	54,474	(1,850	)	91,831	(481		)	37,357	(1,369	)	54,474	(1,850	)	91,831
Marketable equity securities:
Perpetual preferred securities	(2		)	92	(68	)	633	(70	)	725	(2		)	92	(68	)	633	(70	)	725
Other marketable equity securities	(2		)	41	—		—	(2	)	41	(2		)	41	—		—	(2	)	41
Total marketable equity securities	(4		)	133	(68	)	633	(72	)	766	(4		)	133	(68	)	633	(72	)	766
Total available-for-sale securities	(485		)	37,490	(1,437	)	55,107	(1,922	)	92,597	(485		)	37,490	(1,437	)	55,107	(1,922	)	92,597
Held-to-maturity securities:
Securities of U.S. Treasury and federal agencies	(8		)	1,889	—		—	(8	)	1,889	(8		)	1,889	—		—	(8	)	1,889
Collateralized loan and other debt obligations	(13		)	1,391	—		—	(13	)	1,391	(13		)	1,391	—		—	(13	)	1,391
Total held-to-maturity securities	(21		)	3,280	—		—	(21	)	3,280	(21		)	3,280	—		—	(21	)	3,280
Total	$	(506	)	40,770	(1,437	)	55,107	(1,943	)	95,877	$	(506	)	40,770	(1,437	)	55,107	(1,943	)	95,877

We have assessed each security with gross unrealized losses included in the previous table for credit impairment. As part of that assessment we evaluated and concluded that we do not intend to sell any of the securities and that it is more likely than not that we will not be required to sell prior to recovery of the amortized cost basis. For debt securities, we evaluate, where necessary, whether credit impairment exists by comparing the present value of the expected cash flows to the securities’ amortized cost basis. For equity securities, we consider numerous factors in determining whether impairment exists, including our intent and ability to hold the securities for a period of time sufficient to recover the cost basis of the securities.

For descriptions of the factors we consider when analyzing securities for impairment, see Note 1 (Summary of Significant Accounting Policies) and Note 5 (Investment Securities) to Financial Statements in our 2014 Form 10-K. There have been no material changes to our methodologies for assessing impairment in the first ~~half~~nine months of 2015.

The following table shows the gross unrealized losses and fair value of debt and perpetual preferred investment securities by those rated investment grade and those rated less than investment grade, according to their lowest credit rating by

Standard & Poor’s Rating Services (S&P) or Moody’s Investors Service (Moody’s). Credit ratings express opinions about the credit quality of a security. Securities rated investment grade, that is those rated BBB- or higher by S&P or Baa3 or higher by Moody’s, are generally considered by the rating agencies and market participants to be low credit risk. Conversely, securities rated below investment grade, labeled as “speculative grade” by the rating agencies, are considered to be distinctively higher credit risk than investment grade securities. We have also included securities not rated by S&P or Moody’s in the table below based on our internal credit grade of the securities (used for credit risk management purposes) equivalent to the credit rating assigned by major credit agencies. The unrealized losses and fair value of unrated securities categorized as investment grade based on internal credit grades were ~~$24~~$40 million and ~~$1.6~~$2.6 billion, respectively, at ~~June~~September 30, 2015, and $25 million and $1.6 billion, respectively, at December 31, 2014. If an internal credit grade was not assigned, we categorized the security as non-investment grade.


	Investment grade				Non-investment grade			Investment grade				Non-investment grade
(in millions)	Gross unrealized losses			Fair value	Gross unrealized losses		Fair value	Gross unrealized losses			Fair value	Gross unrealized losses		Fair value
June 30, 2015
September 30, 2015
Available-for-sale securities:
Securities of U.S. Treasury and federal agencies	$	(128	)	15,452	—		—	$	(10	)	3,352	—		—
Securities of U.S. states and political subdivisions	(549		)	16,567	(47	)	465	(1,042		)	25,619	(45	)	435
Mortgage-backed securities:
Federal agencies	(888		)	36,848	—		—	(367		)	31,980	—		—
Residential	(3		)	516	(10	)	494	(9		)	722	(10	)	530
Commercial	(28		)	4,461	(24	)	373	(45		)	5,618	(25	)	446
Total mortgage-backed securities	(919		)	41,825	(34	)	867	(421		)	38,320	(35	)	976
Corporate debt securities	(46		)	2,382	(130	)	1,368	(83		)	2,952	(228	)	1,978
Collateralized loan and other debt obligations	(54		)	8,976	(1	)	36	(181		)	22,393	(1	)	57
Other	(12		)	1,106	(2	)	189	(46		)	2,761	(4	)	292
Total debt securities	(1,708		)	86,308	(214	)	2,925	(1,783		)	95,397	(313	)	3,738
Perpetual preferred securities	(12		)	124	—		—	(15		)	166	—		—
Total available-for-sale securities	(1,720		)	86,432	(214	)	2,925	(1,798		)	95,563	(313	)	3,738
Held-to-maturity securities:
Securities of U.S. Treasury and federal agencies	(97		)	7,137	—		—	(12		)	2,434	—		—
Securities of U.S. states and political subdivisions	(26		)	1,731	—		—	(3		)	454	—		—
Federal agency mortgage-backed securities	(369		)	22,509	—		—	(92		)	16,498	—		—
Collateralized loan and other debt obligations	(1		)	1,006	—		—	(14		)	1,391	—		—
Total held-to-maturity securities	(493		)	32,383	—		—	(121		)	20,777	—		—
Total	$	(2,213	)	118,815	(214	)	2,925	$	(1,919	)	116,340	(313	)	3,738
December 31, 2014
Available-for-sale securities:
Securities of U.S. Treasury and federal agencies	$	(138	)	12,857	—		—	$	(138	)	12,857	—		—
Securities of U.S. states and political subdivisions	(459		)	13,600	(40	)	353	(459		)	13,600	(40	)	353
Mortgage-backed securities:
Federal agencies	(751		)	39,560	—		—	(751		)	39,560	—		—
Residential	—			139	(24	)	951	—			139	(24	)	951
Commercial	(24		)	3,366	(33	)	368	(24		)	3,366	(33	)	368
Total mortgage-backed securities	(775		)	43,065	(57	)	1,319	(775		)	43,065	(57	)	1,319
Corporate debt securities	(39		)	1,807	(131	)	1,132	(39		)	1,807	(131	)	1,132
Collateralized loan and other debt obligations	(172		)	16,609	(12	)	104	(172		)	16,609	(12	)	104
Other	(23		)	782	(4	)	203	(23		)	782	(4	)	203
Total debt securities	(1,606		)	88,720	(244	)	3,111	(1,606		)	88,720	(244	)	3,111
Perpetual preferred securities	(70		)	725	—		—	(70		)	725	—		—
Total available-for-sale securities	(1,676		)	89,445	(244	)	3,111	(1,676		)	89,445	(244	)	3,111
Held-to-maturity securities:
Securities of U.S. Treasury and federal agencies	(8		)	1,889	—		—	(8		)	1,889	—		—
Collateralized loan and other debt obligations	(13		)	1,391	—		—	(13		)	1,391	—		—
Total held-to-maturity securities	(21		)	3,280	—		—	(21		)	3,280	—		—
Total	$	(1,697	)	92,725	(244	)	3,111	$	(1,697	)	92,725	(244	)	3,111

Note 4: Investment Securities (continued)

Contractual Maturities

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

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


					Remaining contractual maturity																				Remaining contractual maturity
	Total				Within one year				After one year through five years				After five years through ten years				After ten years				Total				Within one year				After one year through five years				After five years through ten years				After ten years
(in millions)	amount		Yield		Amount		Yield		Amount		Yield		Amount		Yield		Amount		Yield		amount		Yield		Amount		Yield		Amount		Yield		Amount		Yield		Amount		Yield
June 30, 2015
September 30, 2015
Available-for-sale securities (1):
Securities of U.S. Treasury and federal agencies	$	35,944	1.50	%	$	120	0.67	%	$	31,348	1.46	%	$	4,476	1.83	%	$	—	—	%	$	35,423	1.50	%	$	128	0.72	%	$	30,972	1.46	%	$	4,323	1.82	%	$	—	—	%
Securities of U.S. states and political subdivisions	48,298		5.69		2,733		1.73		7,550		2.14		3,062		5.37		34,953		6.79		49,423		5.71		2,386		1.72		7,767		2.05		3,165		5.21		36,105		6.80
Mortgage-backed securities:
Federal agencies	100,078		3.29		5		6.51		368		1.80		807		3.98		98,898		3.29		105,023		3.29		5		6.53		335		1.80		1,223		3.94		103,460		3.29
Residential	8,461		4.47		—		—		30		5.05		50		5.87		8,381		4.46		8,128		4.44		—		—		37		5.11		37		6.03		8,054		4.43
Commercial	15,309		5.23		—		—		60		2.64		—		—		15,249		5.24		14,708		5.18		—		—		61		2.66		—		—		14,647		5.19
Total mortgage-backed securities	123,848		3.61		5		6.51		458		2.12		857		4.09		122,528		3.62		127,859		3.58		5		6.53		433		2.21		1,260		4.01		126,161		3.58
Corporate debt securities	14,974		4.84		728		4.63		8,023		4.58		4,902		5.09		1,321		5.59		15,490		4.74		1,431		4.21		7,459		4.58		5,263		4.91		1,337		5.54
Collateralized loan and other debt obligations	29,323		1.96		—		—		862		0.76		11,946		1.85		16,515		2.11		30,054		2.02		—		—		786		0.79		12,365		1.91		16,903		2.15
Other	5,793		1.71		280		1.52		1,175		2.50		883		1.39		3,455		1.54		6,216		1.85		309		1.69		1,191		2.49		999		1.74		3,717		1.68
Total available-for-sale debt securities at fair value	$	258,180	3.55	%	$	3,866	2.23	%	$	49,416	2.09	%	$	26,126	2.92	%	$	178,772	4.07	%	$	264,465	3.55	%	$	4,259	2.53	%	$	48,608	2.05	%	$	27,375	2.95	%	$	184,223	4.06	%
December 31, 2014
Available-for-sale securities (1):									`																				`
Securities of U.S. Treasury and federal agencies	$	25,804	1.49	%	$	181	1.47	%	$	22,348	1.44	%	$	3,275	1.83	%	$	—	—	%	$	25,804	1.49	%	$	181	1.47	%	$	22,348	1.44	%	$	3,275	1.83	%	$	—	—	%
Securities of U.S. states and political subdivisions	44,944		5.66		3,568		1.71		7,050		2.19		3,235		5.13		31,091		6.96		44,944		5.66		3,568		1.71		7,050		2.19		3,235		5.13		31,091		6.96
Mortgage-backed securities:
Federal agencies	110,089		3.27		—		—		276		2.86		1,011		3.38		108,802		3.27		110,089		3.27		—		—		276		2.86		1,011		3.38		108,802		3.27
Residential	9,269		4.50		—		—		9		4.81		83		5.63		9,177		4.49		9,269		4.50		—		—		9		4.81		83		5.63		9,177		4.49
Commercial	16,994		5.16		1		0.28		62		2.71		5		1.30		16,926		5.17		16,994		5.16		1		0.28		62		2.71		5		1.30		16,926		5.17
Total mortgage-backed securities	136,352		3.59		1		0.28		347		2.88		1,099		3.54		134,905		3.59		136,352		3.59		1		0.28		347		2.88		1,099		3.54		134,905		3.59
Corporate debt securities	14,786		4.90		600		4.32		7,634		4.54		5,209		5.30		1,343		5.70		14,786		4.90		600		4.32		7,634		4.54		5,209		5.30		1,343		5.70
Collateralized loan and other debt obligations	25,361		1.83		23		1.95		944		0.71		8,472		1.67		15,922		1.99		25,361		1.83		23		1.95		944		0.71		8,472		1.67		15,922		1.99
Other	6,519		1.79		274		1.55		1,452		2.56		1,020		1.32		3,773		1.64		6,519		1.79		274		1.55		1,452		2.56		1,020		1.32		3,773		1.64
Total available-for-sale debt securities at fair value	$	253,766	3.60	%	$	4,647	2.03	%	$	39,775	2.20	%	$	22,310	3.12	%	$	187,034	3.99	%	$	253,766	3.60	%	$	4,647	2.03	%	$	39,775	2.20	%	$	22,310	3.12	%	$	187,034	3.99	%


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

The following table shows the amortized cost and weighted-average yields of held-to-maturity debt securities by contractual maturity.


					Remaining contractual maturity																				Remaining contractual maturity
	Total				Within one year				After one year through five years				After five years through ten years				After ten years				Total				Within one year				After one year through five years				After five years through ten years				After ten years
(in millions)	amount		Yield		Amount		Yield		Amount		Yield		Amount		Yield		Amount		Yield		amount		Yield		Amount		Yield		Amount		Yield		Amount		Yield		Amount		Yield
June 30, 2015
September 30, 2015
Held-to-maturity securities (1):
Amortized cost:
Securities of U.S. Treasury and federal agencies	$	44,645	2.12	%	$	—	—	%	$	—	—	%	$	44,645	2.12	%	$	—	—	%	$	44,653	2.12	%	$	—	—	%	$	—	—	%	$	44,653	2.12	%	$	—	—	%
Securities of U.S. states and political subdivisions	2,174		5.71		—		—		—		—		65		7.70		2,109		5.65		2,187		5.73		—		—		—		—		99		7.32		2,088		5.65
Federal agency mortgage-backed securities	27,577		3.48		—		—		—		—		—		—		27,577		3.48		26,828		3.47		—		—		—		—		—		—		26,828		3.47
Collateralized loan and other debt obligations	1,405		2.00		—		—		—		—		—		—		1,405		2.00		1,405		2.01		—		—		—		—		—		—		1,405		2.01
Other	4,301		1.60		183		1.64		2,911		1.68		1,207		1.40		—		—		3,595		1.61		—		—		2,560		1.68		1,035		1.43		—		—
Total held-to-maturity debt securities at amortized cost	$	80,102	2.65	%	$	183	1.64	%	$	2,911	1.68	%	$	45,917	2.11	%	$	31,091	3.56	%	$	78,668	2.66	%	$	—	—	%	$	2,560	1.68	%	$	45,787	2.11	%	$	30,321	3.56	%
December 31, 2014
Held-to-maturity securities (1):
Amortized cost:
Securities of U.S. Treasury and federal agencies	$	40,886	2.12	%	$	—	—	%	$	—	—	%	$	40,886	2.12	%	$	—	—	%	$	40,886	2.12	%	$	—	—	%	$	—	—	%	$	40,886	2.12	%	$	—	—	%
Securities of U.S. states and political subdivisions	1,962		5.60		—		—	%	—		—		9		6.60		1,953		5.59		1,962		5.60		—		—	%	—		—		9		6.60		1,953		5.59
Federal agency mortgage-backed securities	5,476		3.89		—		—	%	—		—		—		—		5,476		3.89		5,476		3.89		—		—	%	—		—		—		—		5,476		3.89
Collateralized loan and other debt obligations	1,404		1.96		—		—		—		—		—		—		1,404		1.96		1,404		1.96		—		—		—		—		—		—		1,404		1.96
Other	5,755		1.64		192		1.61		4,214		1.72		1,349		1.41		—		—		5,755		1.64		192		1.61		4,214		1.72		1,349		1.41		—		—
Total held-to-maturity debt securities at amortized cost	$	55,483	2.37	%	$	192	1.61	%	$	4,214	1.72	%	$	42,244	2.10	%	$	8,833	3.96	%	$	55,483	2.37	%	$	192	1.61	%	$	4,214	1.72	%	$	42,244	2.10	%	$	8,833	3.96	%


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

The following table shows the fair value of held-to-maturity debt securities by contractual maturity.


			Remaining contractual maturity						Remaining contractual maturity
	Total		Within one year	After one year through five years	After five years through ten years	After ten years	Total		Within one year	After one year through five years	After five years through ten years	After ten years
(in millions)	amount		Amount	Amount	Amount	Amount	amount		Amount	Amount	Amount	Amount
June 30, 2015
September 30, 2015
Held-to-maturity securities:
Fair value:
Securities of U.S. Treasury and federal agencies	$	45,092	—	—	45,092	—	$	45,974	—	—	45,974	—
Securities of U.S. states and political subdivisions	2,150		—	—	64	2,086	2,212		—	—	100	2,112
Federal agency mortgage-backed securities	27,338		—	—	—	27,338	26,930		—	—	—	26,930
Collateralized loan and other debt obligations	1,407		—	—	—	1,407	1,391		—	—	—	1,391
Other	4,328		183	2,929	1,216	—	3,612		—	2,572	1,040	—
Total held-to-maturity debt securities at fair value	$	80,315	183	2,929	46,372	30,831	$	80,119	—	2,572	47,114	30,433
December 31, 2014
Held-to-maturity securities:
Fair value:
Securities of U.S. Treasury and federal agencies	$	41,548	—	—	41,548	—	$	41,548	—	—	41,548	—
Securities of U.S. states and political subdivisions	1,989		—	—	9	1,980	1,989		—	—	9	1,980
Federal agency mortgage-backed securities	5,641		—	—	—	5,641	5,641		—	—	—	5,641
Collateralized loan and other debt obligations	1,391		—	—	—	1,391	1,391		—	—	—	1,391
Other	5,790		193	4,239	1,358	—	5,790		193	4,239	1,358	—
Total held-to-maturity debt securities at fair value	$	56,359	193	4,239	42,915	9,012	$	56,359	193	4,239	42,915	9,012

Note 4: Investment Securities (continued)

Realized Gains and Losses

The following table shows the gross realized gains and losses on sales and OTTI write-downs related to the available-for-sale

securitiesportfolio, which includes marketable equity securities,

as well as net realized gains and losses on nonmarketable equity investments (see Note 6 (Other Assets)).


	Quarter ended June 30,					Six months ended June 30,				Quarter ended Sep 30,					Nine months ended Sep 30,
(in millions)	2015			2014		2015		2014		2015			2014		2015		2014
Gross realized gains	$	255		154		603		545		$	530		675		1,133		1,220
Gross realized losses	(15		)	(2	)	(35	)	(5	)	(21		)	(4	)	(57	)	(9	)
OTTI write-downs	(21		)	(13	)	(52	)	(22	)	(74		)	(15	)	(125	)	(37	)
Net realized gains from available-for-sale securities	219			139		516		518		435			656		951		1,174
Net realized gains from nonmarketable equity investments	479			381		830		932		632			309		1,462		1,241
Net realized gains from debt securities and equity investments	$	698		520		1,346		1,450		$	1,067		965		2,413		2,415

Other-Than-Temporary Impairment

The following table shows the detail of total OTTI write-downs included in earnings for available-for-sale debt securities, marketable equity securities and nonmarketable equity

investments. There were no OTTI write-downs on held-to-maturity securities during the first ~~half~~nine months of 2015 and 2014.


	Quarter ended June 30,			Six months ended June 30,		Quarter ended Sep 30,			Nine months ended Sep 30,
(in millions)	2015		2014	2015	2014	2015		2014	2015	2014
OTTI write-downs included in earnings
Debt securities:
Securities of U.S. states and political subdivisions	$	—	2	16	2	$	2	3	18	5
Mortgage-backed securities:
Residential	19		5	34	10	9		11	43	21
Commercial	—		4	—	6	3		1	3	7
Corporate debt securities	1		—	1	—	59		—	59	—
Collateralized loan and other debt obligations	—		2	—	2	—		—	—	2
Total debt securities	20		13	51	20	73		15	123	35
Equity securities:
Marketable equity securities:
Other marketable equity securities	1		—	1	2	1		—	2	2
Total marketable equity securities	1		—	1	2	1		—	2	2
Total investment securities	21		13	52	22	74		15	125	37
Nonmarketable equity investments	75		69	117	195	66		40	183	235
Total OTTI write-downs included in earnings	$	96	82	169	217	$	140	55	308	272

Other-Than-Temporarily Impaired Debt Securities

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


	Quarter ended June 30,					Six months ended June 30,				Quarter ended Sep 30,					Nine months ended Sep 30,
(in millions)	2015			2014		2015		2014		2015			2014		2015		2014
OTTI on debt securities
Recorded as part of gross realized losses:
Credit-related OTTI	$	19		9		39		16		$	70		14		109		30
Intent-to-sell OTTI	1			4		12		4		3			1		14		5
Total recorded as part of gross realized losses	20			13		51		20		73			15		123		35
Changes to OCI for losses (reversal of losses) in non-credit-related OTTI (1):
Securities of U.S. states and political subdivisions	—			1		(1	)	1		—			1		(1	)	2
Residential mortgage-backed securities	(10		)	(4	)	(31	)	(13	)	(6		)	(6	)	(37	)	(19	)
Commercial mortgage-backed securities	—			(7	)	(15	)	(19	)	2			—		(13	)	(19	)
Other debt securities	—			(1	)	—		—
Corporate debt securities										1			—		1		—
Total changes to OCI for non-credit-related OTTI	(10		)	(10	)	(47	)	(31	)	(3		)	(5	)	(50	)	(36	)
Total OTTI losses (reversal of losses) recorded on debt securities	$	10		3		4		(11	)	$	70		10		73		(1	)


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

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


	Quarter ended June 30,					Six months ended June 30,				Quarter ended Sep 30,					Nine months ended Sep 30,
(in millions)	2015			2014		2015		2014		2015			2014		2015		2014
Credit loss recognized, beginning of period	$	1,029		1,143		1,025		1,171		$	993		1,107		1,025		1,171
Additions:
For securities with initial credit impairments	—			3		—		3		64			2		64		5
For securities with previous credit impairments	19			6		39		13		6			12		45		25
Total additions	19			9		39		16		70			14		109		30
Reductions:
For securities sold, matured, or intended/required to be sold	(52		)	(40	)	(66	)	(69	)	(23		)	(87	)	(89	)	(156	)
For recoveries of previous credit impairments (1)	(3		)	(5	)	(5	)	(11	)	(1		)	(4	)	(6	)	(15	)
Total reductions	(55		)	(45	)	(71	)	(80	)	(24		)	(91	)	(95	)	(171	)
Credit loss recognized, end of period	$	993		1,107		993		1,107		$	1,039		1,030		1,039		1,030


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

Note 5: Loans and Allowance for Credit Losses (continued)

Note 5: Loans and Allowance for Credit Losses

The following table presents total loans outstanding by portfolio segment and class of financing receivable. Outstanding balances include a total net reduction of ~~$4.0~~$3.8 billion and $4.5 billion at ~~June~~September 30, 2015, and December 31, 2014, respectively, for

unearned income, net deferred loan fees, and unamortized discounts and premiums.


(in millions)	Jun 30, 2015		Dec 31, 2014	Sep 30, 2015		Dec 31, 2014
Commercial:
Commercial and industrial	$	284,817	271,795	$	292,234	271,795
Real estate mortgage	119,695		111,996	121,252		111,996
Real estate construction	21,309		18,728	21,710		18,728
Lease financing	12,201		12,307	12,142		12,307
Total commercial	438,022		414,826	447,338		414,826
Consumer:
Real estate 1-4 family first mortgage	267,868		265,386	271,311		265,386
Real estate 1-4 family junior lien mortgage	56,164		59,717	54,592		59,717
Credit card	31,135		31,119	32,286		31,119
Automobile	57,801		55,740	59,164		55,740
Other revolving credit and installment	37,469		35,763	38,542		35,763
Total consumer	450,437		447,725	455,895		447,725
Total loans	$	888,459	862,551	$	903,233	862,551

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

address is outside of the United States. The following table presents total commercial foreign loans outstanding by class of financing receivable.


(in millions)	Jun 30, 2015		Dec 31, 2014	Sep 30, 2015		Dec 31, 2014
Commercial foreign loans:
Commercial and industrial	$	44,838	44,707	$	46,380	44,707
Real estate mortgage	9,125		4,776	8,662		4,776
Real estate construction	389		218	396		218
Lease financing	301		336	279		336
Total commercial foreign loans	$	54,653	50,037	$	55,717	50,037

Loan Purchases, Sales, and Transfers

The following table summarizes the proceeds paid or received for purchases and sales of loans and transfers from loans held for investment to mortgages/loans held for sale at lower of cost or fair value. This loan activity primarily includes loans purchased and sales of whole loan or participating interests, whereby we

receive or transfer a portion of a loan after origination. The table excludes PCI loans and loans recorded at fair value, including loans originated for sale because their loan activity normally does not impact the allowance for credit losses.


	2015							2014						2015							2014
(in millions)	Commercial			Consumer		Total		Commercial		Consumer		Total		Commercial			Consumer		Total		Commercial		Consumer		Total
Quarter ended June 30,
Quarter ended September 30,
Purchases (1)	$	9,739		311		10,050		1,523		—		1,523		$	1,818		29		1,847		1,214		—		1,214
Sales	(157		)	(1	)	(158	)	(1,958	)	(25	)	(1,983	)	(286		)	(130	)	(416	)	(1,270	)	(40	)	(1,310	)
Transfers to MHFS/LHFS (1)	(45		)	(5	)	(50	)	(24	)	(9,773	)	(9,797	)	(39		)	(7	)	(46	)	(14	)	2		(12	)
Six months ended June 30,
Nine months ended September 30,
Purchases (1)	$	10,830		311		11,141		2,537		168		2,705		$	12,648		340		12,988		3,751		168		3,919
Sales	(363		)	(30	)	(393	)	(3,599	)	(75	)	(3,674	)	(649		)	(160	)	(809	)	(4,869	)	(115	)	(4,984	)
Transfers to MHFS/LHFS (1)	(52		)	(7	)	(59	)	(59	)	(9,778	)	(9,837	)	(91		)	(14	)	(105	)	(73	)	(9,776	)	(9,849	)

(1)

The “Purchases” and “Transfers to MHFS/LHFS" categories exclude activity in government insured/guaranteed real estate 1-4 family first mortgage loans. As servicer, we are able to buy delinquent insured/guaranteed loans out of the Government National Mortgage Association (GNMA) pools. These loans are predominantly insured by the Federal Housing Administration (FHA) or guaranteed by the Department of Veterans Affairs (VA). Accordingly, these loans have limited impact on the allowance for loan losses. On a net basis, such purchases net of transfers to MHFS were $~~(228)~~145 million and $~~(1.3) billion~~807 million for ~~second~~third quarter 2015 and 2014, respectively and $~~900 million~~1.0 billion ~~and~~ ~~$237 million~~each for the first ~~half~~nine months of 2015 and 2014, respectively.

Commitments to Lend

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

We may, as a representative for other lenders, advance funds or provide for the issuance of letters of credit under syndicated loan or letter of credit agreements. Any advances are generally repaid in less than a week and would normally require default of both the customer and another lender to expose us to loss. These temporary advance arrangements totaled approximately ~~$86~~$75 billion at ~~June~~September 30, 2015 and $87 billion at December 31, 2014.

We issue commercial letters of credit to assist customers in purchasing goods or services, typically for international trade. At ~~June~~both September 30, 2015, and December 31, 2014, we had ~~$1.5 billion and~~ $1.2 billion ~~respectively,~~ of outstanding issued commercial letters of credit. We also originate multipurpose lending commitments under which borrowers have the option to draw on the facility for different purposes in one of several forms, including a standby letter of credit. See Note 10 (Guarantees, Pledged Assets and Collateral) for additional information on standby letters of credit.

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

For loans and commitments to lend, we generally require collateral or a guarantee. We may require various types of

collateral, including commercial and consumer real estate, autos, other short-term liquid assets such as accounts receivable or inventory and long-lived assets, such as equipment and other business assets. Collateral requirements for each loan or commitment may vary based on the loan product and our assessment of a customer’s credit risk according to the specific credit underwriting, including credit terms and structure.

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


(in millions)	Jun 30, 2015		Dec 31, 2014	Sep 30, 2015		Dec 31, 2014
Commercial:
Commercial and industrial	$	283,008	278,093	$	292,137	278,093
Real estate mortgage	7,542		6,134	7,387		6,134
Real estate construction	16,114		15,587	16,817		15,587
Lease financing	—		3	—		3
Total commercial	306,664		299,817	316,341		299,817
Consumer:
Real estate 1-4 family first mortgage	36,114		32,055	36,411		32,055
Real estate 1-4 family junior lien mortgage	44,348		45,492	43,736		45,492
Credit card	97,184		95,062	99,442		95,062
Other revolving credit and installment	26,566		24,816	27,260		24,816
Total consumer	204,212		197,425	206,849		197,425
Total unfunded credit commitments	$	510,876	497,242	$	523,190	497,242

Note 5: Loans and Allowance for Credit Losses (continued)

Allowance for Credit Losses

The allowance for credit losses consists of the allowance for loan losses and the allowance for unfunded credit commitments. Changes in the allowance for credit losses were:


	Quarter ended June 30,					Six months ended June 30,				Quarter ended September 30,					Nine months ended September 30,
(in millions)	2015			2014		2015		2014		2015			2014		2015		2014
Balance, beginning of period	$	13,013		14,414		13,169		14,971		$	12,614		13,834		13,169		14,971
Provision for credit losses	300			217		908		542		703			368		1,611		910
Interest income on certain impaired loans (1)	(50		)	(55	)	(102	)	(111	)	(48		)	(52	)	(150	)	(163	)
Loan charge-offs:
Commercial:
Commercial and industrial	(154		)	(146	)	(287	)	(309	)	(172		)	(157	)	(459	)	(466	)
Real estate mortgage	(16		)	(16	)	(39	)	(36	)	(9		)	(11	)	(48	)	(47	)
Real estate construction	(1		)	(3	)	(2	)	(4	)	—			(3	)	(2	)	(7	)
Lease financing	(3		)	(3	)	(6	)	(7	)	(5		)	(5	)	(11	)	(12	)
Total commercial	(174		)	(168	)	(334	)	(356	)	(186		)	(176	)	(520	)	(532	)
Consumer:
Real estate 1-4 family first mortgage	(119		)	(193	)	(249	)	(416	)	(145		)	(167	)	(394	)	(583	)
Real estate 1-4 family junior lien mortgage	(163		)	(220	)	(342	)	(469	)	(159		)	(202	)	(501	)	(671	)
Credit card	(284		)	(266	)	(562	)	(533	)	(259		)	(236	)	(821	)	(769	)
Automobile	(150		)	(143	)	(345	)	(323	)	(186		)	(192	)	(531	)	(515	)
Other revolving credit and installment	(151		)	(171	)	(305	)	(348	)	(160		)	(160	)	(465	)	(508	)
Total consumer	(867		)	(993	)	(1,803	)	(2,089	)	(909		)	(957	)	(2,712	)	(3,046	)
Total loan charge-offs	(1,041		)	(1,161	)	(2,137	)	(2,445	)	(1,095		)	(1,133	)	(3,232	)	(3,578	)
Loan recoveries:
Commercial:
Commercial and industrial	73			86		142		200		50			90		192		290
Real estate mortgage	31			26		65		68		32			48		97		116
Real estate construction	7			23		17		47		8			61		25		108
Lease financing	1			2		4		5		2			1		6		6
Total commercial	112			137		228		320		92			200		320		520
Consumer:
Real estate 1-4 family first mortgage	52			56		99		109		83			53		182		162
Real estate 1-4 family junior lien mortgage	69			60		125		117		70			62		195		179
Credit card	41			55		80		91		43			35		123		126
Automobile	82			97		176		187		73			80		249		267
Other revolving credit and installment	35			39		71		79		31			35		102		114
Total consumer	279			307		551		583		300			265		851		848
Total loan recoveries	391			444		779		903		392			465		1,171		1,368
Net loan charge-offs (2)	(650		)	(717	)	(1,358	)	(1,542	)	(703		)	(668	)	(2,061	)	(2,210	)
Allowances related to business combinations/other	1			(25	)	(3	)	(26	)	(4		)	(1	)	(7	)	(27	)
Balance, end of period	$	12,614		13,834		12,614		13,834		$	12,562		13,481		12,562		13,481
Components:
Allowance for loan losses	$	11,754		13,101		11,754		13,101		$	11,659		12,681		11,659		12,681
Allowance for unfunded credit commitments	860			733		860		733		903			800		903		800
Allowance for credit losses (3)	$	12,614		13,834		12,614		13,834		$	12,562		13,481		12,562		13,481
Net loan charge-offs (annualized) as a percentage of average total loans (2)	0.30		%	0.35		0.32		0.38		0.31		%	0.32		0.31		0.36
Allowance for loan losses as a percentage of total loans (3)	1.32			1.58		1.32		1.58		1.29			1.51		1.29		1.51
Allowance for credit losses as a percentage of total loans (3)	1.42			1.67		1.42		1.67		1.39			1.61		1.39		1.61


(1)	Certain impaired loans with an allowance calculated by discounting expected cash flows using the loan’s effective interest rate over the remaining life of the loan recognize reductions in the allowance as interest income.


(2)	For PCI loans, charge-offs are only recorded to the extent that losses exceed the purchase accounting estimates.


(3)	The allowance for credit losses includes $75 million and $811 million at ~~June~~September 30, 2015 and 2014, respectively, related to PCI loans acquired from Wachovia. Loans acquired from Wachovia are included in total loans net of related purchase accounting net write-downs.

The following table summarizes the activity in the allowance for credit losses by our commercial and consumer portfolio segments.


						2015						2014							2015						2014
(in millions)	Commercial			Consumer		Total		Commercial		Consumer		Total		Commercial			Consumer		Total		Commercial		Consumer		Total
Quarter ended June 30,
Quarter ended September 30,
Balance, beginning of period	$	6,333		6,680		13,013		6,354		8,060		14,414		$	6,279		6,335		12,614		6,400		7,434		13,834
Provision for credit losses	11			289		300		83		134		217		348			355		703		(9	)	377		368
Interest income on certain impaired loans	(4		)	(46	)	(50	)	(6	)	(49	)	(55	)	(3		)	(45	)	(48	)	(5	)	(47	)	(52	)

Loan charge-offs	(174		)	(867	)	(1,041	)	(168	)	(993	)	(1,161	)	(186		)	(909	)	(1,095	)	(176	)	(957	)	(1,133	)
Loan recoveries	112			279		391		137		307		444		92			300		392		200		265		465
Net loan charge-offs	(62		)	(588	)	(650	)	(31	)	(686	)	(717	)	(94		)	(609	)	(703	)	24		(692	)	(668	)
Allowance related to business combinations/other	1			—		1		—		(25	)	(25	)	(4		)	—		(4	)	(1	)	—		(1	)
Balance, end of period	$	6,279		6,335		12,614		6,400		7,434		13,834		$	6,526		6,036		12,562		6,409		7,072		13,481

Six months ended June 30,
Nine months ended September 30,
Balance, beginning of period	$	6,377		6,792		13,169		6,103		8,868		14,971		$	6,377		6,792		13,169		6,103		8,868		14,971
Provision for credit losses	20			888		908		346		196		542		368			1,243		1,611		337		573		910
Interest income on certain impaired loans	(9		)	(93	)	(102	)	(12	)	(99	)	(111	)	(12		)	(138	)	(150	)	(17	)	(146	)	(163	)

Loan charge-offs	(334		)	(1,803	)	(2,137	)	(356	)	(2,089	)	(2,445	)	(520		)	(2,712	)	(3,232	)	(532	)	(3,046	)	(3,578	)
Loan recoveries	228			551		779		320		583		903		320			851		1,171		520		848		1,368
Net loan charge-offs	(106		)	(1,252	)	(1,358	)	(36	)	(1,506	)	(1,542	)	(200		)	(1,861	)	(2,061	)	(12	)	(2,198	)	(2,210	)
Allowance related to business combinations/other	(3		)	—		(3	)	(1	)	(25	)	(26	)	(7		)	—		(7	)	(2	)	(25	)	(27	)
Balance, end of period	$	6,279		6,335		12,614		6,400		7,434		13,834		$	6,526		6,036		12,562		6,409		7,072		13,481

The following table disaggregates our allowance for credit losses and recorded investment in loans by impairment methodology.


	Allowance for credit losses				Recorded investment in loans			Allowance for credit losses				Recorded investment in loans
(in millions)	Commercial		Consumer	Total	Commercial	Consumer	Total	Commercial		Consumer	Total	Commercial	Consumer	Total
June 30, 2015
September 30, 2015
Collectively evaluated (1)	$	5,523	3,568	9,091	433,247	408,736	841,983	$	5,802	3,646	9,448	442,865	415,492	858,357
Individually evaluated (2)	749		2,767	3,516	3,902	21,019	24,921	719		2,390	3,109	3,696	20,443	24,139
PCI (3)	7		—	7	873	20,682	21,555	5		—	5	777	19,960	20,737
Total	$	6,279	6,335	12,614	438,022	450,437	888,459	$	6,526	6,036	12,562	447,338	455,895	903,233
December 31, 2014
Collectively evaluated (1)	$	5,482	3,706	9,188	409,560	404,263	813,823	$	5,482	3,706	9,188	409,560	404,263	813,823
Individually evaluated (2)	884		3,086	3,970	3,759	21,649	25,408	884		3,086	3,970	3,759	21,649	25,408
PCI (3)	11		—	11	1,507	21,813	23,320	11		—	11	1,507	21,813	23,320
Total	$	6,377	6,792	13,169	414,826	447,725	862,551	$	6,377	6,792	13,169	414,826	447,725	862,551


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


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


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

Credit Quality

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

combined LTV (CLTV), which are obtained at least quarterly. Generally, these indicators are updated in the second month of each quarter, with updates no older than ~~March 31,~~June 30, 2015. See the “Purchased Credit-Impaired Loans” section of this Note for credit quality information on our PCI portfolio.

Note 5: Loans and Allowance for Credit Losses (continued)

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

The following table provides a breakdown of outstanding commercial loans by risk category. Of the ~~$8.7~~$7.9 billion in criticized commercial real estate (CRE) loans at ~~June~~September 30, 2015, ~~$1.4~~$1.3 billion has been placed on nonaccrual status and written down to net realizable collateral value. CRE loans have a high level of monitoring in place to manage these assets and mitigate loss exposure.


(in millions)	Commercial and industrial		Real estate mortgage	Real estate construction	Lease financing	Total	Commercial and industrial		Real estate mortgage	Real estate construction	Lease financing	Total
June 30, 2015
September 30, 2015
By risk category:
Pass	$	268,741	111,151	20,392	11,760	412,044	$	274,581	113,436	20,956	11,645	420,618
Criticized	15,990		7,863	811	441	25,105	17,582		7,210	654	497	25,943
Total commercial loans (excluding PCI)	284,731		119,014	21,203	12,201	437,149	292,163		120,646	21,610	12,142	446,561
Total commercial PCI loans (carrying value)	86		681	106	—	873	71		606	100	—	777
Total commercial loans	$	284,817	119,695	21,309	12,201	438,022	$	292,234	121,252	21,710	12,142	447,338
December 31, 2014
By risk category:
Pass	$	255,611	103,319	17,661	11,723	388,314	$	255,611	103,319	17,661	11,723	388,314
Criticized	16,109		7,416	896	584	25,005	16,109		7,416	896	584	25,005
Total commercial loans (excluding PCI)	271,720		110,735	18,557	12,307	413,319	271,720		110,735	18,557	12,307	413,319
Total commercial PCI loans (carrying value)	75		1,261	171	—	1,507	75		1,261	171	—	1,507
Total commercial loans	$	271,795	111,996	18,728	12,307	414,826	$	271,795	111,996	18,728	12,307	414,826

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


(in millions)	Commercial and industrial		Real estate mortgage	Real estate construction	Lease financing	Total	Commercial and industrial		Real estate mortgage	Real estate construction	Lease financing	Total
June 30, 2015
September 30, 2015
By delinquency status:
Current-29 DPD and still accruing	$	283,047	117,416	20,930	12,153	433,546	$	290,597	119,250	21,419	12,084	443,350
30-89 DPD and still accruing	588		338	108	20	1,054	482		247	40	29	798
90+ DPD and still accruing	17		10	—	—	27	53		24	—	—	77
Nonaccrual loans	1,079		1,250	165	28	2,522	1,031		1,125	151	29	2,336
Total commercial loans (excluding PCI)	284,731		119,014	21,203	12,201	437,149	292,163		120,646	21,610	12,142	446,561
Total commercial PCI loans (carrying value)	86		681	106	—	873	71		606	100	—	777
Total commercial loans	$	284,817	119,695	21,309	12,201	438,022	$	292,234	121,252	21,710	12,142	447,338
December 31, 2014
By delinquency status:
Current-29 DPD and still accruing	$	270,624	109,032	18,345	12,251	410,252	$	270,624	109,032	18,345	12,251	410,252
30-89 DPD and still accruing	527		197	25	32	781	527		197	25	32	781
90+ DPD and still accruing	31		16	—	—	47	31		16	—	—	47
Nonaccrual loans	538		1,490	187	24	2,239	538		1,490	187	24	2,239
Total commercial loans (excluding PCI)	271,720		110,735	18,557	12,307	413,319	271,720		110,735	18,557	12,307	413,319
Total commercial PCI loans (carrying value)	75		1,261	171	—	1,507	75		1,261	171	—	1,507
Total commercial loans	$	271,795	111,996	18,728	12,307	414,826	$	271,795	111,996	18,728	12,307	414,826

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

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


(in millions)	Real estate 1-4 family first mortgage		Real estate 1-4 family junior lien mortgage	Credit card	Automobile	Other revolving credit and installment	Total	Real estate 1-4 family first mortgage		Real estate 1-4 family junior lien mortgage	Credit card	Automobile	Other revolving credit and installment	Total
June 30, 2015
September 30, 2015
By delinquency status:
Current-29 DPD	$	215,683	54,861	30,473	56,715	37,107	394,839	$	221,267	53,329	31,519	57,880	38,156	402,151
30-59 DPD	2,135		328	213	833	157	3,666	2,209		344	249	989	162	3,953
60-89 DPD	826		188	145	193	96	1,448	811		181	165	220	109	1,486
90-119 DPD	391		126	107	55	75	754	392		115	136	71	84	798
120-179 DPD	446		146	196	4	19	811	448		145	216	4	18	831
180+ DPD	3,897		434	1	1	15	4,348	3,536		403	1	—	13	3,953
Government insured/guaranteed loans (1)	23,889		—	—	—	—	23,889	22,763		—	—	—	—	22,763
Total consumer loans (excluding PCI)	247,267		56,083	31,135	57,801	37,469	429,755	251,426		54,517	32,286	59,164	38,542	435,935
Total consumer PCI loans (carrying value)	20,601		81	—	—	—	20,682	19,885		75	—	—	—	19,960
Total consumer loans	$	267,868	56,164	31,135	57,801	37,469	450,437	$	271,311	54,592	32,286	59,164	38,542	455,895
December 31, 2014
By delinquency status:
Current-29 DPD	$	208,642	58,182	30,356	54,365	35,356	386,901	$	208,642	58,182	30,356	54,365	35,356	386,901
30-59 DPD	2,415		398	239	1,056	180	4,288	2,415		398	239	1,056	180	4,288
60-89 DPD	993		220	160	235	111	1,719	993		220	160	235	111	1,719
90-119 DPD	488		158	136	78	82	942	488		158	136	78	82	942
120-179 DPD	610		194	227	5	21	1,057	610		194	227	5	21	1,057
180+ DPD	4,258		464	1	1	13	4,737	4,258		464	1	1	13	4,737
Government insured/guaranteed loans (1)	26,268		—	—	—	—	26,268	26,268		—	—	—	—	26,268
Total consumer loans (excluding PCI)	243,674		59,616	31,119	55,740	35,763	425,912	243,674		59,616	31,119	55,740	35,763	425,912
Total consumer PCI loans (carrying value)	21,712		101	—	—	—	21,813	21,712		101	—	—	—	21,813
Total consumer loans	$	265,386	59,717	31,119	55,740	35,763	447,725	$	265,386	59,717	31,119	55,740	35,763	447,725

(1)

Represents loans whose repayments are predominantly insured by the FHA or guaranteed by the ~~VA and student loans whose repayments are predominantly guaranteed by agencies on behalf of the U.S. Department of Education under the Federal Family Education Loan Program (FFELP).~~VA. Loans insured/guaranteed by the FHA/VA and 90+ DPD totaled $~~13.9~~12.6 billion at ~~June~~September 30, 2015, compared with $16.2 billion at December 31, 2014.

Of the ~~$5.9~~$5.6 billion of consumer loans not government insured/guaranteed that are 90 days or more past due at ~~June~~September 30, 2015, ~~$729~~$795 million was accruing, compared with $6.7 billion past due and $873 million accruing at December 31, 2014.

Real estate 1-4 family first mortgage loans 180 days or more past due totaled ~~$3.9~~$3.5 billion, or ~~1.6%~~1.4% of total first mortgages (excluding PCI), at ~~June~~September 30, 2015, compared with $4.3 billion, or 1.7%, at December 31, 2014.

The following table provides a breakdown of our consumer portfolio by updated FICO. We obtain FICO scores at loan origination and the scores are updated at least quarterly. The majority of our portfolio is underwritten with a FICO score of 680 and above. FICO is not available for certain loan types and may not be obtained if we deem it unnecessary due to strong collateral and other borrower attributes, primarily security-based loans of ~~$6.5~~$6.7 billion at ~~June~~September 30, 2015, and $5.9 billion at December 31, 2014.

Note 5: Loans and Allowance for Credit Losses (continued)


(in millions)	Real estate 1-4 family first mortgage		Real estate 1-4 family junior lien mortgage	Credit card	Automobile	Other revolving credit and installment	Total	Real estate 1-4 family first mortgage		Real estate 1-4 family junior lien mortgage	Credit card	Automobile	Other revolving credit and installment	Total
June 30, 2015
September 30, 2015
By updated FICO:
< 600	$	10,143	3,639	2,671	8,637	936	26,026	$	9,459	3,163	2,799	8,945	918	25,284
600-639	7,570		2,633	2,637	6,467	1,047	20,354	7,210		2,484	2,760	6,633	1,069	20,156
640-679	13,765		4,975	4,898	9,781	2,308	35,727	13,416		4,806	5,128	10,003	2,337	35,690
680-719	24,460		8,361	6,309	10,668	4,284	54,082	24,678		8,176	6,540	10,871	4,396	54,661
720-759	36,085		11,560	6,463	7,949	5,831	67,888	37,147		11,327	6,673	8,149	5,943	69,239
760-799	87,575		17,064	5,275	7,468	7,934	125,316	91,670		16,802	5,386	7,687	8,296	129,841
800+	40,323		7,032	2,654	6,424	6,286	62,719	41,613		6,892	2,767	6,461	6,406	64,139
No FICO available	3,457		819	228	407	2,307	7,218	3,470		867	233	415	2,450	7,435
FICO not required	—		—	—	—	6,536	6,536	—		—	—	—	6,727	6,727
Government insured/guaranteed loans (1)	23,889		—	—	—	—	23,889	22,763		—	—	—	—	22,763
Total consumer loans (excluding PCI)	247,267		56,083	31,135	57,801	37,469	429,755	251,426		54,517	32,286	59,164	38,542	435,935
Total consumer PCI loans (carrying value)	20,601		81	—	—	—	20,682	19,885		75	—	—	—	19,960
Total consumer loans	$	267,868	56,164	31,135	57,801	37,469	450,437	$	271,311	54,592	32,286	59,164	38,542	455,895
December 31, 2014
By updated FICO:
< 600	$	11,166	4,001	2,639	8,825	894	27,525	$	11,166	4,001	2,639	8,825	894	27,525
600-639	7,866		2,794	2,588	6,236	1,058	20,542	7,866		2,794	2,588	6,236	1,058	20,542
640-679	13,894		5,324	4,931	9,352	2,366	35,867	13,894		5,324	4,931	9,352	2,366	35,867
680-719	24,412		8,970	6,285	9,994	4,389	54,050	24,412		8,970	6,285	9,994	4,389	54,050
720-759	35,490		12,171	6,407	7,475	5,896	67,439	35,490		12,171	6,407	7,475	5,896	67,439
760-799	82,123		17,897	5,234	7,315	7,673	120,242	82,123		17,897	5,234	7,315	7,673	120,242
800+	39,219		7,581	2,758	6,184	5,819	61,561	39,219		7,581	2,758	6,184	5,819	61,561
No FICO available	3,236		878	277	359	1,814	6,564	3,236		878	277	359	1,814	6,564
FICO not required	—		—	—	—	5,854	5,854	—		—	—	—	5,854	5,854
Government insured/guaranteed loans (1)	26,268		—	—	—	—	26,268	26,268		—	—	—	—	26,268
Total consumer loans (excluding PCI)	243,674		59,616	31,119	55,740	35,763	425,912	243,674		59,616	31,119	55,740	35,763	425,912
Total consumer PCI loans (carrying value)	21,712		101	—	—	—	21,813	21,712		101	—	—	—	21,813
Total consumer loans	$	265,386	59,717	31,119	55,740	35,763	447,725	$	265,386	59,717	31,119	55,740	35,763	447,725


(1)	Represents loans whose repayments are predominantly insured by the FHA or guaranteed by the ~~VA and student loans whose repayments are predominantly guaranteed by agencies on behalf of the U.S. Department of Education under FFELP.~~VA.

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

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


	June 30, 2015				December 31, 2014			September 30, 2015				December 31, 2014
(in millions)	Real estate 1-4 family first mortgage by LTV		Real estate 1-4 family junior lien mortgage by CLTV	Total	Real estate 1-4 family first mortgage by LTV	Real estate 1-4 family junior lien mortgage by CLTV	Total	Real estate 1-4 family first mortgage by LTV		Real estate 1-4 family junior lien mortgage by CLTV	Total	Real estate 1-4 family first mortgage by LTV	Real estate 1-4 family junior lien mortgage by CLTV	Total
By LTV/CLTV:
0-60%	$	100,133	15,044	115,177	95,719	15,603	111,322	$	108,005	15,861	123,866	95,719	15,603	111,322
60.01-80%	88,783		16,786	105,569	86,112	17,651	103,763	89,604		16,754	106,358	86,112	17,651	103,763
80.01-100%	24,683		12,834	37,517	25,170	14,004	39,174	22,671		11,899	34,570	25,170	14,004	39,174
100.01-120% (1)	5,436		6,586	12,022	6,133	7,254	13,387	4,604		5,817	10,421	6,133	7,254	13,387
> 120% (1)	2,690		3,771	6,461	2,856	4,058	6,914	2,182		3,155	5,337	2,856	4,058	6,914
No LTV/CLTV available	1,653		1,062	2,715	1,416	1,046	2,462	1,597		1,031	2,628	1,416	1,046	2,462
Government insured/guaranteed loans (2)	23,889		—	23,889	26,268	—	26,268	22,763		—	22,763	26,268	—	26,268
Total consumer loans (excluding PCI)	247,267		56,083	303,350	243,674	59,616	303,290	251,426		54,517	305,943	243,674	59,616	303,290
Total consumer PCI loans (carrying value)	20,601		81	20,682	21,712	101	21,813	19,885		75	19,960	21,712	101	21,813
Total consumer loans	$	267,868	56,164	324,032	265,386	59,717	325,103	$	271,311	54,592	325,903	265,386	59,717	325,103


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


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

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


(in millions)	Jun 30, 2015		Dec 31, 2014	Sep 30, 2015		Dec 31, 2014
Commercial:
Commercial and industrial	$	1,079	538	$	1,031	538
Real estate mortgage	1,250		1,490	1,125		1,490
Real estate construction	165		187	151		187
Lease financing	28		24	29		24
Total commercial (1)	2,522		2,239	2,336		2,239
Consumer:
Real estate 1-4 family first mortgage (2)	8,045		8,583	7,425		8,583
Real estate 1-4 family junior lien mortgage	1,710		1,848	1,612		1,848
Automobile	126		137	123		137
Other revolving credit and installment	40		41	41		41
Total consumer	9,921		10,609	9,201		10,609
Total nonaccrual loans (excluding PCI)	$	12,443	12,848	$	11,537	12,848


(1)	Includes LHFS of $0 million at ~~June~~September 30, 2015 and $1 million at December 31, 2014.


(2)	Includes MHFS of $~~144~~96 million and $177 million at ~~June~~September 30, 2015, and December 31, 2014, respectively.

LOANS IN PROCESS OF FORECLOSURE Our recorded investment in consumer mortgage loans collateralized by residential real estate property that are in process of foreclosure was ~~$12.4~~$11.8 billion and $12.7 billion at ~~June~~September 30, 2015 and December 31, 2014, respectively, which included ~~$6.5~~$6.4 billion and $6.6 billion, respectively, of loans that are government insured/guaranteed. We commence the foreclosure process on consumer real estate loans when a borrower becomes 120 days delinquent in accordance with Consumer Finance Protection Bureau Guidelines. Foreclosure procedures and timelines vary depending on whether the property address resides in a judicial or non-judicial state. Judicial states require the foreclosure to be processed through the state’s courts while non-judicial states are processed without court intervention. Foreclosure timelines vary according to state law.

Note 5: Loans and Allowance for Credit Losses (continued)

LOANS 90 DAYS OR MORE PAST DUE AND STILL ACCRUING Certain loans 90 days or more past due as to interest or principal are still accruing, because they are (1) well-secured and in the process of collection or (2) real estate 1-4 family mortgage loans or consumer loans exempt under regulatory rules from being classified as nonaccrual until later delinquency, usually 120 days past due. PCI loans of ~~$3.4~~$3.2 billion at ~~June~~September 30, 2015, and $3.7 billion at December 31, 2014, are not included in these past due and still accruing loans even though they are 90 days or more contractually past due. These PCI loans are considered to be accruing because they continue to earn interest from accretable yield, independent of performance in accordance with their contractual terms.

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


(in millions)	Jun 30, 2015		Dec 31, 2014	Sep 30, 2015		Dec 31, 2014
Loans 90 days or more past due and still accruing:
Total (excluding PCI):	$	15,161	17,810	$	14,405	17,810
Less: FHA insured/guaranteed by the VA (1)(2)	14,359		16,827	13,500		16,827
Less: Student loans guaranteed under the FFELP (3)	46		63	33		63
Total, not government insured/guaranteed	$	756	920	$	872	920
By segment and class, not government insured/guaranteed:
Commercial:
Commercial and industrial	$	17	31	$	53	31
Real estate mortgage	10		16	24		16
Real estate construction	—		—	—		—
Total commercial	27		47	77		47
Consumer:
Real estate 1-4 family first mortgage (2)	220		260	216		260
Real estate 1-4 family junior lien mortgage (2)	65		83	61		83
Credit card	304		364	353		364
Automobile	51		73	66		73
Other revolving credit and installment	89		93	99		93
Total consumer	729		873	795		873
Total, not government insured/guaranteed	$	756	920	$	872	920


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


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


(3)	Represents loans whose repayments are predominantly guaranteed by agencies on behalf of the U.S. Department of Education under the FFELP.

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

loans are currently performing in accordance with their terms and for which no loss has been estimated. Impaired loans exclude PCI loans. The table below includes trial modifications that totaled ~~$450~~$421 million at ~~June~~September 30, 2015, and $452 million at December 31, 2014.

For additional information on our impaired loans and allowance for credit losses, see Note 1 (Summary of Significant Accounting Policies) in our 2014 Form 10-K.


			Recorded investment					Recorded investment
(in millions)	Unpaid principal balance (1)		Impaired loans	Impaired loans with related allowance for credit losses	Related allowance for credit losses	Unpaid principal balance (1)		Impaired loans	Impaired loans with related allowance for credit losses	Related allowance for credit losses
June 30, 2015
September 30, 2015
Commercial:
Commercial and industrial	$	2,137	1,438	1,252	228	$	2,090	1,416	1,209	252
Real estate mortgage	2,821		2,192	2,110	456	2,623		2,036	1,950	415
Real estate construction	413		249	233	57	343		214	195	44
Lease financing	39		23	23	8	42		30	30	8
Total commercial	5,410		3,902	3,618	749	5,098		3,696	3,384	719
Consumer:
Real estate 1-4 family first mortgage	20,652		18,035	11,845	2,054	20,055		17,508	11,393	1,816
Real estate 1-4 family junior lien mortgage	2,796		2,496	1,918	605	2,743		2,450	1,894	464
Credit card	315		315	315	93	307		307	307	95
Automobile	176		113	43	6	174		109	41	6
Other revolving credit and installment	67		60	52	9	76		69	62	9
Total consumer (2)	24,006		21,019	14,173	2,767	23,355		20,443	13,697	2,390
Total impaired loans (excluding PCI)	$	29,416	24,921	17,791	3,516	$	28,453	24,139	17,081	3,109
December 31, 2014
Commercial:
Commercial and industrial	$	1,524	926	757	240	$	1,524	926	757	240
Real estate mortgage	3,190		2,483	2,405	591	3,190		2,483	2,405	591
Real estate construction	491		331	308	45	491		331	308	45
Lease financing	33		19	19	8	33		19	19	8
Total commercial	5,238		3,759	3,489	884	5,238		3,759	3,489	884
Consumer:
Real estate 1-4 family first mortgage	21,324		18,600	12,433	2,322	21,324		18,600	12,433	2,322
Real estate 1-4 family junior lien mortgage	3,094		2,534	2,009	653	3,094		2,534	2,009	653
Credit card	338		338	338	98	338		338	338	98
Automobile	190		127	55	8	190		127	55	8
Other revolving credit and installment	60		50	42	5	60		50	42	5
Total consumer (2)	25,006		21,649	14,877	3,086	25,006		21,649	14,877	3,086
Total impaired loans (excluding PCI)	$	30,244	25,408	18,366	3,970	$	30,244	25,408	18,366	3,970


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


(2)	Periods ended ~~June~~September 30, 2015 and December 31, 2014 each include the recorded investment of $~~1.9~~1.8 billion and $2.1 billion, respectively, of government insured/guaranteed loans that are predominantly insured by the FHA or guaranteed by the VA and generally do not have an allowance.

Note 5: Loans and Allowance for Credit Losses (continued)

Commitments to lend additional funds on loans whose terms have been modified in a TDR amounted to ~~$373~~$330 million and $341 million at ~~June~~September 30, 2015 and December 31, 2014, respectively.

The following tables provide the average recorded investment in impaired loans and the amount of interest income recognized on impaired loans by portfolio segment and class.


	Quarter ended June 30,						Six months ended June 30,				Quarter ended September 30,						Nine months ended September 30,
	2015				2014		2015		2014		2015				2014		2015		2014
(in millions)	Average recorded investment		Recognized interest income		Average recorded investment	Recognized interest income	Average recorded investment	Recognized interest income	Average recorded investment	Recognized interest income	Average recorded investment		Recognized interest income		Average recorded investment	Recognized interest income	Average recorded investment	Recognized interest income	Average recorded investment	Recognized interest income
Commercial:
Commercial and industrial	$	1,109	23		1,193	17	1,050	43	1,221	38	$	1,407	21		1,082	22	1,108	64	1,156	60
Real estate mortgage	2,280		31		3,107	36	2,331	74	3,178	65	2,109		34		2,856	42	2,241	108	3,043	107
Real estate construction	264		11		465	8	284	15	521	15	232		7		407	7	260	22	485	22
Lease financing	23		—		33	—	22	—	33	—	27		—		26	1	24	—	30	1
Total commercial	3,676		65		4,798	61	3,687	132	4,953	118	3,775		62		4,371	72	3,633	194	4,714	190
Consumer:
Real estate 1-4 family first mortgage	18,161		235		19,313	238	18,321	466	19,407	475	17,761		231		19,104	232	18,125	697	18,954	707
Real estate 1-4 family junior lien mortgage	2,507		34		2,545	36	2,514	69	2,551	71	2,467		34		2,555	36	2,499	103	2,552	107
Credit card	321		10		391	12	326	20	405	24	310		10		367	11	321	30	392	35
Automobile	118		4		160	4	121	8	169	11	111		3		144	4	118	11	161	15
Other revolving credit and installment	57		1		38	1	54	2	37	2	61		1		41	1	57	3	38	3
Total consumer	21,164		284		22,447	291	21,336	565	22,569	583	20,710		279		22,211	284	21,120	844	22,097	867
Total impaired loans (excluding PCI)	$	24,840	349		27,245	352	25,023	697	27,522	701	$	24,485	341		26,582	356	24,753	1,038	26,811	1,057
Interest income:
Cash basis of accounting			$	111		100		219		199			$	104		115		323		314
Other (1)			238			252		478		502			237			241		715		743
Total interest income			$	349		352		697		701			$	341		356		1,038		1,057


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

TROUBLED DEBT RESTRUCTURINGS (TDRs) When, for economic or legal reasons related to a borrower’s financial difficulties, we grant a concession for other than an insignificant period of time to a borrower that we would not otherwise consider, the related loan is classified as a TDR. We do not consider any loans modified through a loan resolution such as foreclosure or short sale to be a TDR.

We may require some consumer borrowers experiencing financial difficulty to make trial payments generally for a period of three to four months, according to the terms of a planned permanent modification, to determine if they can perform according to those terms. These arrangements represent trial modifications, which we classify and account for as TDRs. While loans are in trial payment programs, their original terms are not considered modified and they continue to advance through delinquency status and accrue interest according to their original terms. The planned modifications for these arrangements predominantly involve interest rate reductions or other interest rate concessions; however, the exact concession type and resulting financial effect are usually not finalized and do not take effect until the loan is permanently modified. The trial period terms are developed in accordance with our proprietary programs or the U.S. Treasury’s Making Home Affordable programs for real estate 1-4 family first lien (i.e. Home Affordable Modification Program – HAMP) and junior lien (i.e. Second Lien Modification Program – 2MP) mortgage loans.

At ~~June~~September 30, 2015, the loans in trial modification period were ~~$152~~$129 million under HAMP, ~~$36~~$35 million under 2MP and ~~$262~~$257 million under proprietary programs, compared with $149 million, $34 million and $269 million at December 31, 2014, respectively. Trial modifications with a recorded investment of ~~$163~~$147 million at ~~June~~September 30, 2015, and $167 million at December 31, 2014, were accruing loans and ~~$287~~$274 million and $285 million, respectively, were nonaccruing loans. Our experience is that substantially all of the mortgages that enter a trial payment period program are successful in completing the program requirements and are then permanently modified at the end of the trial period. Our allowance process considers the impact of those modifications that are probable to occur.

The following table summarizes our TDR modifications for the periods presented by primary modification type and includes the financial effects of these modifications. For those loans that modify more than once, the table reflects each modification that occurred during the period. Loans that both modify and resolve within the period, as well as changes in recorded investment during the period for loans modified in prior periods, are not included in the table.


	Primary modification type (1)							Financial effects of modifications					Primary modification type (1)							Financial effects of modifications
(in millions)	Principal (2)		Interest rate reduction	Other concessions (3)		Total		Charge- offs (4)	Weighted average interest rate reduction		Recorded investment related to interest rate reduction (5)		Principal (2)		Interest rate reduction	Other concessions (3)		Total		Charge- offs (4)	Weighted average interest rate reduction		Recorded investment related to interest rate reduction (5)
Quarter ended June 30, 2015
Quarter ended September 30, 2015
Commercial:
Commercial and industrial	$	—	5	425		430		—	0.96	%	$	5	$	3	11	487		501		58	1.66	%	$	11
Real estate mortgage	4		49	271		324		—	1.73		49		—		44	154		198		—	1.46		44
Real estate construction	—		2	13		15		—	0.86		2		—		1	9		10		—	1.00		1
Total commercial	4		56	709		769		—	1.62		56		3		56	650		709		58	1.48		56
Consumer:
Real estate 1-4 family first mortgage	78		88	425		591		12	2.62		155		114		98	514		726		11	2.51		188
Real estate 1-4 family junior lien mortgage	10		21	39		70		8	3.21		28		8		24	39		71		10	3.12		31
Credit card	—		39	—		39		—	11.33		40		—		41	—		41		—	11.48		41
Automobile	—		1	17		18		7	9.00		1		—		1	22		23		10	7.84		1
Other revolving credit and installment	—		8	2		10		1	5.88		8		—		7	1		8		—	5.85		7
Trial modifications (6)	—		—	46		46		—	—		—		—		—	(1	)	(1	)	—	—		—
Total consumer	88		157	529		774		28	4.31		232		122		171	575		868		31	4.06		268
Total	$	92	213	1,238		1,543		28	3.79	%	$	288	$	125	227	1,225		1,577		89	3.61	%	$	324
Quarter ended June 30, 2014
Quarter ended September 30, 2014
Commercial:
Commercial and industrial	$	4	24	246		274		15	0.95	%	$	24	$	—	9	176		185		3	1.29	%	$	9
Real estate mortgage	—		54	274		328		—	1.20		54		4		50	180		234		—	1.20		50
Real estate construction	—		1	24		25		—	1.72		1		—		2	31		33		—	2.15		2
Total commercial	4		79	544		627		15	1.13		79		4		61	387		452		3	1.25		61
Consumer:
Real estate 1-4 family first mortgage	176		85	621		882		28	2.46		194		115		113	682		910		15	2.34		209
Real estate 1-4 family junior lien mortgage	12		25	74		111		15	3.37		35		12		31	62		105		17	3.23		41
Credit card	—		44	—		44		—	12.09		44		—		38	—		38		—	11.59		38
Automobile	1		1	20		22		7	8.80		1		—		2	22		24		9	8.46		2
Other revolving credit and installment	—		2	3		5		—	4.92		2		—		3	6		9		—	5.22		3
Trial modifications (6)	—		—	(86	)	(86	)	—	—		—		—		—	28		28		—	—		—
Total consumer	189		157	632		978		50	4.15		276		127		187	800		1,114		41	3.73		293
Total	$	193	236	1,176		1,605		65	3.47	%	$	355	$	131	248	1,187		1,566		44	3.30	%	$	354

Note 5: Loans and Allowance for Credit Losses (continued)


	Primary modification type (1)							Financial effects of modifications					Primary modification type (1)							Financial effects of modifications
(in millions)	Principal (2)		Interest rate reduction	Other concessions (3)		Total		Charge- offs (4)	Weighted average interest rate reduction		Recorded investment related to interest rate reduction (5)		Principal (2)		Interest rate reduction	Other concessions (3)		Total		Charge- offs (4)	Weighted average interest rate reduction		Recorded investment related to interest rate reduction (5)
Six months ended June 30, 2015
Nine months ended September 30, 2015
Commercial:
Commercial and industrial	$	—	15	649		664		2	0.83	%	$	15	$	3	26	1,136		1,165		60	1.17	%	$	26
Real estate mortgage	4		70	580		654		1	1.61		70		4		114	734		852		1	1.55		114
Real estate construction	11		3	57		71		—	0.62		3		11		4	66		81		—	0.77		4
Total commercial	15		88	1,286		1,389		3	1.45		88		18		144	1,936		2,098		61	1.46		144
Consumer:
Real estate 1-4 family first mortgage	182		171	941		1,294		27	2.54		320		296		269	1,455		2,020		38	2.53		508
Real estate 1-4 family junior lien mortgage	17		41	90		148		20	3.20		55		25		65	129		219		30	3.17		86
Credit card	—		84	—		84		—	11.31		84		—		125	—		125		—	11.36		125
Automobile	1		2	44		47		17	9.03		2		1		3	66		70		27	8.59		3
Other revolving credit and installment	—		13	4		17		1	5.85		13		—		20	5		25		1	5.85		20
Trial modifications (6)	—		—	44		44		—	—		—		—		—	43		43		—	—		—
Total consumer	200		311	1,123		1,634		65	4.29		474		322		482	1,698		2,502		96	4.21		742
Total	$	215	399	2,409		3,023		68	3.84	%	$	562	$	340	626	3,634		4,600		157	3.76	%	$	886
Six months ended June 30, 2014
Nine months ended September 30, 2014
Commercial:
Commercial and industrial	$	4	37	511		552		26	1.69	%	$	37	$	4	46	687		737		29	1.59	%	$	46
Real estate mortgage	3		93	568		664		—	1.24		93		7		143	748		898		—	1.22		143
Real estate construction	—		2	167		169		—	1.61		2		—		4	198		202		—	1.88		4
Total commercial	7		132	1,246		1,385		26	1.36		132		11		193	1,633		1,837		29	1.33		193
Consumer:
Real estate 1-4 family first mortgage	349		193	1,378		1,920		60	2.61		440		464		306	2,060		2,830		75	2.53		649
Real estate 1-4 family junior lien mortgage	30		59	137		226		33	3.29		85		42		90	199		331		50	3.27		126
Credit card	—		80	—		80		—	11.20		80		—		118	—		118		—	11.33		118
Automobile	2		2	43		47		17	9.17		2		2		4	65		71		26	8.87		4
Other revolving credit and installment	—		3	4		7		—	4.91		3		—		6	10		16		—	5.05		6
Trial modifications (6)	—		—	(115	)	(115	)	—	—		—		—		—	(87	)	(87	)	—	—		—
Total consumer	381		337	1,447		2,165		110	3.87		610		508		524	2,247		3,279		151	3.82		903
Total	$	388	469	2,693		3,550		136	3.42	%	$	742	$	519	717	3,880		5,116		180	3.38	%	$	1,096

(1)

Amounts represent the recorded investment in loans after recognizing the effects of the TDR, if any. TDRs may have multiple types of concessions, but are presented only once in the first modification type based on the order presented in the table above. The reported amounts include loans remodified of $~~566~~369 million and $~~558~~464 million, for quarters ended ~~June~~September 30, 2015 and 2014, and $~~1.1~~1.5 billion and $~~1.2 million~~1.6 billion for the ~~first half of~~nine months ended 2015 and 2014, respectively.


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


(3)	Other concessions include loan renewals, term extensions and other interest and noninterest adjustments, but exclude modifications that also forgive principal and/or reduce the contractual interest rate.

(4)

Charge-offs include write-downs of the investment in the loan in the period it is contractually modified. The amount of charge-off will differ from the modification terms if the loan has been charged down prior to the modification based on our policies. In addition, there may be cases where we have a charge-off/down with no legal principal modification. Modifications resulted in legally forgiving principal (actual, contingent or deferred) of $2032 million and $4434 million for the quarters ended ~~June~~September 30, 2015 and 2014, and $4678 million and $92126 million for the first ~~half of~~nine months ended 2015 and 2014, respectively.


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

(6)

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

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


	Recorded investment of defaults					Recorded investment of defaults
	Quarter ended June 30,			Six months ended June 30,		Quarter ended September 30,			Nine months ended September 30,
(in millions)	2015		2014	2015	2014	2015		2014	2015	2014
Commercial:
Commercial and industrial	$	38	16	46	30	$	12	33	58	63
Real estate mortgage	49		21	72	63	31		34	103	97
Real estate construction	1		—	2	3	—		1	2	4
Total commercial	88		37	120	96	43		68	163	164
Consumer:
Real estate 1-4 family first mortgage	42		78	94	157	49		91	143	248
Real estate 1-4 family junior lien mortgage	4		8	8	15	5		7	13	22
Credit card	14		13	27	26	12		13	39	39
Automobile	3		3	6	7	3		3	9	10
Other revolving credit and installment	1		—	2	—	1		—	3	—
Total consumer	64		102	137	205	70		114	207	319
Total	$	152	139	257	301	$	113	182	370	483

Purchased Credit-Impaired Loans

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


(in millions)	Jun 30, 2015		Dec 31, 2014	Sep 30, 2015		Dec 31, 2014
Commercial:
Commercial and industrial	$	86	75	$	71	75
Real estate mortgage	681		1,261	606		1,261
Real estate construction	106		171	100		171
Total commercial	873		1,507	777		1,507
Consumer:
Real estate 1-4 family first mortgage	20,601		21,712	19,885		21,712
Real estate 1-4 family junior lien mortgage	81		101	75		101
Total consumer	20,682		21,813	19,960		21,813
Total PCI loans (carrying value)	$	21,555	23,320	$	20,737	23,320
Total PCI loans (unpaid principal balance)	$	30,369	32,924	$	29,255	32,924

Note 5: Loans and Allowance for Credit Losses (continued)

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

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

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

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

The change in the accretable yield related to PCI loans since the merger with Wachovia is presented in the following table.


(in millions)
Balance, December 31, 2008	$	10,447		$	10,447
Addition of accretable yield due to acquisitions	132			132
Accretion into interest income (1)	(12,783		)	(12,783		)
Accretion into noninterest income due to sales (2)	(430		)	(430		)
Reclassification from nonaccretable difference for loans with improving credit-related cash flows	8,568			8,568
Changes in expected cash flows that do not affect nonaccretable difference (3)	11,856			11,856
Balance, December 31, 2014	17,790			17,790
Addition of accretable yield due to acquisitions	—			—
Accretion into interest income (1)	(764		)	(1,102		)
Accretion into noninterest income due to sales (2)	(28		)	(28		)
Reclassification from nonaccretable difference for loans with improving credit-related cash flows	30			31
Changes in expected cash flows that do not affect nonaccretable difference (3)	(58		)	(34		)
Balance, September 30, 2015				$	16,657

Balance, June 30, 2015	$	16,970		$	16,970

Balance, March 31, 2015	$	17,325
Addition of accretable yield due to acquisitions	—			—
Accretion into interest income (1)	(366		)	(338		)
Accretion into noninterest income due to sales (2)	—			—
Reclassification from nonaccretable difference for loans with improving credit-related cash flows	8			1
Changes in expected cash flows that do not affect nonaccretable difference (3)	3			24
Balance, June 30, 2015	$	16,970
Balance, September 30, 2015				$	16,657


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


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


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

PCI ALLOWANCE Based on our regular evaluation of estimates of cash flows expected to be collected, we may establish an allowance for a PCI loan or pool of loans, with a charge to income

through the provision for losses. The following table summarizes the changes in allowance for PCI loan losses since the merger with Wachovia.


(in millions)	Commercial			Pick-a-Pay	Other consumer		Total		Commercial			Pick-a-Pay	Other consumer		Total
December 31, 2008	$	—		—	—		—		$	—		—	—		—
Provision for loan losses	1,629			—	104		1,733		1,629			—	104		1,733
Charge-offs	(1,618		)	—	(104	)	(1,722	)	(1,618		)	—	(104	)	(1,722	)
Balance, December 31, 2014	11			—	—		11		11			—	—		11
Provision for loan losses	5			—	—		5		6			—	—		6
Charge-offs	(9		)	—	—		(9	)	(12		)	—	—		(12	)
Balance, September 30, 2015									$	5		—	—		5

Balance, June 30, 2015	$	7		—	—		7		$	7		—	—		7

Balance, March 31, 2015	$	9		—	—		9
Provision for loan losses	—			—	—		—		1			—	—		1
Charge-offs	(2		)	—	—		(2	)	(3		)	—	—		(3	)
Balance, June 30, 2015	$	7		—	—		7
Balance, September 30, 2015									$	5		—	—		5

COMMERCIAL PCI CREDIT QUALITY INDICATORS The following table provides a breakdown of commercial PCI loans by risk category.


(in millions)	Commercial and industrial		Real estate mortgage	Real estate construction	Total	Commercial and industrial		Real estate mortgage	Real estate construction	Total
June 30, 2015
September 30, 2015
By risk category:
Pass	$	25	397	75	497	$	31	344	73	448
Criticized	61		284	31	376	40		262	27	329
Total commercial PCI loans	$	86	681	106	873	$	71	606	100	777
December 31, 2014
By risk category:
Pass	$	21	783	118	922	$	21	783	118	922
Criticized	54		478	53	585	54		478	53	585
Total commercial PCI loans	$	75	1,261	171	1,507	$	75	1,261	171	1,507

100

Note 5: Loans and Allowance for Credit Losses (continued)

The following table provides past due information for commercial PCI loans.


(in millions)	Commercial and industrial		Real estate mortgage	Real estate construction	Total	Commercial and industrial		Real estate mortgage	Real estate construction	Total
June 30, 2015
September 30, 2015
By delinquency status:
Current-29 DPD and still accruing	$	85	609	105	799	$	71	541	99	711
30-89 DPD and still accruing	—		10	—	10	—		4	—	4
90+ DPD and still accruing	1		62	1	64	—		61	1	62
Total commercial PCI loans	$	86	681	106	873	$	71	606	100	777
December 31, 2014
By delinquency status:
Current-29 DPD and still accruing	$	75	1,135	161	1,371	$	75	1,135	161	1,371
30-89 DPD and still accruing	—		48	5	53	—		48	5	53
90+ DPD and still accruing	—		78	5	83	—		78	5	83
Total commercial PCI loans	$	75	1,261	171	1,507	$	75	1,261	171	1,507

CONSUMER PCI CREDIT QUALITY INDICATORS Our consumer PCI loans were aggregated into several pools of loans at acquisition. Below, we have provided credit quality indicators based on the unpaid principal balance (adjusted for write-downs) of the individual loans included in the pool, but we have not

allocated the remaining purchase accounting adjustments, which were established at a pool level. The following table provides the delinquency status of consumer PCI loans.


	June 30, 2015				December 31, 2014			September 30, 2015				December 31, 2014
(in millions)	Real estate 1-4 family first mortgage		Real estate 1-4 family junior lien mortgage	Total	Real estate 1-4 family first mortgage	Real estate 1-4 family junior lien mortgage	Total	Real estate 1-4 family first mortgage		Real estate 1-4 family junior lien mortgage	Total	Real estate 1-4 family first mortgage	Real estate 1-4 family junior lien mortgage	Total
By delinquency status:
Current-29 DPD and still accruing	$	18,860	216	19,076	19,236	168	19,404	$	18,456	209	18,665	19,236	168	19,404
30-59 DPD and still accruing	1,783		7	1,790	1,987	7	1,994	1,759		7	1,766	1,987	7	1,994
60-89 DPD and still accruing	804		4	808	1,051	3	1,054	759		3	762	1,051	3	1,054
90-119 DPD and still accruing	302		2	304	402	2	404	311		2	313	402	2	404
120-179 DPD and still accruing	345		3	348	440	3	443	320		2	322	440	3	443
180+ DPD and still accruing	3,502		15	3,517	3,654	83	3,737	3,244		12	3,256	3,654	83	3,737
Total consumer PCI loans (adjusted unpaid principal balance)	$	25,596	247	25,843	26,770	266	27,036	$	24,849	235	25,084	26,770	266	27,036
Total consumer PCI loans (carrying value)	$	20,601	81	20,682	21,712	101	21,813	$	19,885	75	19,960	21,712	101	21,813

101

The following table provides FICO scores for consumer PCI loans.


	June 30, 2015				December 31, 2014			September 30, 2015				December 31, 2014
(in millions)	Real estate 1-4 family first mortgage		Real estate 1-4 family junior lien mortgage	Total	Real estate 1-4 family first mortgage	Real estate 1-4 family junior lien mortgage	Total	Real estate 1-4 family first mortgage		Real estate 1-4 family junior lien mortgage	Total	Real estate 1-4 family first mortgage	Real estate 1-4 family junior lien mortgage	Total
By FICO:
< 600	$	6,970	72	7,042	7,708	75	7,783	$	6,522	60	6,582	7,708	75	7,783
600-639	5,048		38	5,086	5,416	53	5,469	4,811		39	4,850	5,416	53	5,469
640-679	6,467		51	6,518	6,718	69	6,787	6,346		51	6,397	6,718	69	6,787
680-719	4,167		43	4,210	4,008	39	4,047	4,195		44	4,239	4,008	39	4,047
720-759	1,758		23	1,781	1,728	13	1,741	1,804		21	1,825	1,728	13	1,741
760-799	875		11	886	875	6	881	862		12	874	875	6	881
800+	222		2	224	220	1	221	221		2	223	220	1	221
No FICO available	89		7	96	97	10	107	88		6	94	97	10	107
Total consumer PCI loans (adjusted unpaid principal balance)	$	25,596	247	25,843	26,770	266	27,036	$	24,849	235	25,084	26,770	266	27,036
Total consumer PCI loans (carrying value)	$	20,601	81	20,682	21,712	101	21,813	$	19,885	75	19,960	21,712	101	21,813

The following table shows the distribution of consumer PCI loans by LTV for real estate 1-4 family first mortgages and by CLTV for real estate 1-4 family junior lien mortgages.


	June 30, 2015				December 31, 2014			September 30, 2015				December 31, 2014
(in millions)	Real estate 1-4 family first mortgage by LTV		Real estate 1-4 family junior lien mortgage by CLTV	Total	Real estate 1-4 family first mortgage by LTV	Real estate 1-4 family junior lien mortgage by CLTV	Total	Real estate 1-4 family first mortgage by LTV		Real estate 1-4 family junior lien mortgage by CLTV	Total	Real estate 1-4 family first mortgage by LTV	Real estate 1-4 family junior lien mortgage by CLTV	Total
By LTV/CLTV:
0-60%	$	4,558	28	4,586	4,309	34	4,343	$	5,243	30	5,273	4,309	34	4,343
60.01-80%	10,443		66	10,509	11,264	71	11,335	10,140		66	10,206	11,264	71	11,335
80.01-100%	7,374		83	7,457	7,751	92	7,843	6,754		79	6,833	7,751	92	7,843
100.01-120% (1)	2,349		46	2,395	2,437	44	2,481	2,002		40	2,042	2,437	44	2,481
> 120% (1)	866		22	888	1,000	24	1,024	705		18	723	1,000	24	1,024
No LTV/CLTV available	6		2	8	9	1	10	5		2	7	9	1	10
Total consumer PCI loans (adjusted unpaid principal balance)	$	25,596	247	25,843	26,770	266	27,036	$	24,849	235	25,084	26,770	266	27,036
Total consumer PCI loans (carrying value)	$	20,601	81	20,682	21,712	101	21,813	$	19,885	75	19,960	21,712	101	21,813


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

102

Note 6: Other Assets

The components of other assets were:


(in millions)	Jun 30, 2015		Dec 31, 2014	Sep 30, 2015		Dec 31, 2014
Nonmarketable equity investments:
Cost method:
Private equity and other (1)	$	2,461	2,300	$	2,389	2,300
Federal bank stock	4,400		4,733	4,397		4,733
Total cost method	6,861		7,033	6,786		7,033
Equity method:
LIHTC investments (2)	7,887		7,278	7,959		7,278
Private equity and other	4,911		5,132	4,840		5,132
Total equity method	12,798		12,410	12,799		12,410
Fair value (3)	2,636		2,512	2,745		2,512
Total nonmarketable equity investments	22,295		21,955	22,330		21,955
Corporate/bank-owned life insurance	19,109		18,982	19,165		18,982
Accounts receivable (4)	23,943		27,151	27,441		27,151
Interest receivable	5,059		4,871	5,244		4,871
Core deposit intangibles	3,050		3,561	2,794		3,561
Customer relationship and other amortized intangibles	743		857	671		857
Foreclosed assets:
Residential real estate:
Government insured/guaranteed (4)	588		982	502		982
Non-government insured/guaranteed	576		671	499		671
Non-residential real estate	794		956	766		956
Operating lease assets	3,309		2,714	3,448		2,714
Due from customers on acceptances	220		201	317		201
Other (5)	16,899		16,156	15,531		16,156
Total other assets	$	96,585	99,057	$	98,708	99,057


(1)	Reflects auction rate perpetual preferred equity securities that were reclassified at the beginning of second quarter 2015 with a cost basis of $689 million (fair value of $640 million) from available-for-sale securities because they do not trade on a qualified exchange.


(2)	Represents low income housing tax credit investments.


(3)	Represents nonmarketable equity investments for which we have elected the fair value option. See Note 13 (Fair Values of Assets and Liabilities) for additional information.

(4)

Certain government-guaranteed residential real estate mortgage loans upon foreclosure are included in Accounts receivable effective January 1, 2014. Both principal and interest related to these foreclosed real estate assets are collectible because the loans were predominantly insured by the FHA or guaranteed by the VA. For more information on ASU 2014-14 and the classification of certain government-guaranteed mortgage loans upon foreclosure, see Note 1 (Summary of Significant Accounting Policies) to Financial Statements in our 2014 10-K.


(5)	Includes derivatives designated as hedging instruments, derivatives not designated as hedging instruments, and derivative loan commitments, which are carried at fair value. See Note 12 (Derivatives) for additional information.

Income (expense) related to nonmarketable equity investments was:


	Quarter ended June 30,					Six months ended June 30,				Quarter ended September 30,					Nine months ended September 30,
(in millions)	2015			2014		2015		2014		2015			2014		2015		2014
Net realized gains from nonmarketable equity investments	$	479		381		830		932		$	632		309		1,462		1,241
All other	(278		)	(209	)	(426	)	(432	)	(161		)	(160	)	(587	)	(592	)
Total	$	201		172		404		500		$	471		149		875		649

Low Income Housing Tax Credit Investments We invest in affordable housing projects that qualify for the low income housing tax credit, which is designed to promote private development of low income housing. These investments generate a return primarily through realization of federal tax credits.

Total low income housing tax credit (LIHTC) investments were ~~$7.9~~$8.0 billion and $7.3 billion at ~~June~~September 30, 2015 and December 31, 2014, respectively. In ~~second~~third quarter and first ~~half~~nine months of 2015 we recognized pre-tax losses of ~~$178~~$173 million and ~~$356~~$529 million, respectively, related to our LIHTC investments. We also recognized total tax benefits of ~~$274~~$269 million and ~~$550~~$819 million, in the ~~second~~third quarter and first ~~half~~nine months of 2015, respectively, which included tax credits of ~~$207~~$203 million and ~~$416~~$619 million for the same periods, recorded in income taxes. We are periodically required to provide additional financial support during the investment period. Our liability for these unfunded commitments was ~~$2.9~~$2.8 billion at ~~June~~September 30, 2015, of which predominantly all is expected to be paid over the next three years. This liability is included in long-term debt.

103

Note 7: Securitizations and Variable Interest Entities

Involvement with SPEs

In the normal course of business, we enter into various types of on- and off-balance sheet transactions with special purpose entities (SPEs), which are corporations, trusts or partnerships that are established for a limited purpose. Generally, SPEs are formed in connection with securitization transactions and are considered variable interest entities (VIEs). For further description of our involvement with SPEs, see Note 8 (Securitizations and Variable Interest Entities) to Financial Statements in our 2014 Form 10-K.

We have segregated our involvement with VIEs between

those VIEs which we consolidate, those which we do not consolidate and those for which we account for the transfers of financial assets as secured borrowings. Secured borrowings are transactions involving transfers of our financial assets to third parties that are accounted for as financings with the assets pledged as collateral. Accordingly, the transferred assets remain recognized on our balance sheet. Subsequent tables within this Note further segregate these transactions by structure type.

The following table provides the classifications of assets and liabilities in our balance sheet for our transactions with VIEs.


(in millions)	VIEs that we do not consolidate		VIEs that we consolidate	Transfers that we account for as secured borrowings		Total	VIEs that we do not consolidate		VIEs that we consolidate	Transfers that we account for as secured borrowings		Total
June 30, 2015
September 30, 2015
Cash	$	—	122		2	124	$	—	149		—	149
Trading assets	1,767		1		202	1,970	1,505		1		203	1,709
Investment securities (1)	14,899		690		2,687	18,276	13,757		530		2,500	16,787
Loans	10,811		5,103		4,708	20,622	10,368		4,991		4,562	19,921
Mortgage servicing rights	12,648		—		—	12,648	11,827		—		—	11,827
Other assets	8,561		302		56	8,919	8,599		279		29	8,907
Total assets	48,686		6,218		7,655	62,559	46,056		5,950		7,294	59,300
Short-term borrowings	—		—		2,019	2,019	—		—		1,909	1,909
Accrued expenses and other liabilities	829		60	(2)	1	890	798		61	(2)	1	860
Long-term debt	2,883		1,474	(2)	4,612	8,969	2,810		1,386	(2)	4,458	8,654
Total liabilities	3,712		1,534		6,632	11,878	3,608		1,447		6,368	11,423
Noncontrolling interests	—		105		—	105	—		99		—	99
Net assets	$	44,974	4,579		1,023	50,576	$	42,448	4,404		926	47,778
December 31, 2014
Cash	$	—	117		4	121	$	—	117		4	121
Trading assets	2,165		—		204	2,369	2,165		—		204	2,369
Investment securities (1)	18,271		875		4,592	23,738	18,271		875		4,592	23,738
Loans	13,195		4,509		5,280	22,984	13,195		4,509		5,280	22,984
Mortgage servicing rights	12,562		—		—	12,562	12,562		—		—	12,562
Other assets	7,456		316		52	7,824	7,456		316		52	7,824
Total assets	53,649		5,817		10,132	69,598	53,649		5,817		10,132	69,598
Short-term borrowings	—		—		3,141	3,141	—		—		3,141	3,141
Accrued expenses and other liabilities	848		49	(2)	1	898	848		49	(2)	1	898
Long-term debt	2,585		1,628	(2)	4,990	9,203	2,585		1,628	(2)	4,990	9,203
Total liabilities	3,433		1,677		8,132	13,242	3,433		1,677		8,132	13,242
Noncontrolling interests	—		103		—	103	—		103		—	103
Net assets	$	50,216	4,037		2,000	56,253	$	50,216	4,037		2,000	56,253


(1)	Excludes certain debt securities related to loans serviced for the Federal National Mortgage Association (FNMA), Federal Home Loan Mortgage Corporation (FHLMC) and GNMA.


(2)	There were no VIE liabilities with recourse to the general credit of Wells Fargo for the periods presented.

Transactions with Unconsolidated VIEs

Our transactions with VIEs include securitizations of residential mortgage loans, CRE loans, student loans, auto loans and leases and dealer floorplan loans; investment and financing activities involving collateralized debt obligations (CDOs) backed by asset-backed and CRE securities, collateralized loan obligations (CLOs) backed by corporate loans, and other types of structured financing. We have various forms of involvement with VIEs, including servicing, holding senior or subordinated interests, entering into liquidity arrangements, credit default swaps and

other derivative contracts. Involvements with these

unconsolidated VIEs are recorded on our balance sheet primarily in trading assets, investment securities, loans, MSRs, other assets and other liabilities, as appropriate.

The following tables provide a summary of unconsolidated VIEs with which we have significant continuing involvement, but we are not the primary beneficiary. We do not consider our continuing involvement in an unconsolidated VIE to be significant when it relates to third-party sponsored VIEs for which we were not the transferor (unless we are servicer and have other significant forms of involvement) or if we were the sponsor

104

Note 7: Securitizations and Variable Interest Entities (continued)

only or sponsor and servicer but do not have any other forms of significant involvement.

Significant continuing involvement includes transactions where we were the sponsor or transferor and have other significant forms of involvement. Sponsorship includes transactions with unconsolidated VIEs where we solely or materially participated in the initial design or structuring of the entity or marketing of the transaction to investors. When we transfer assets to a VIE and account for the transfer as a sale, we are considered the transferor. We consider investments in securities (other than those held temporarily in trading), loans, guarantees, liquidity agreements, written options and servicing of

collateral to be other forms of involvement that may be significant. We have excluded certain transactions with unconsolidated VIEs from the balances presented in the following table where we have determined that our continuing involvement is not significant due to the temporary nature and size of our variable interests, because we were not the transferor or because we were not involved in the design of the unconsolidated VIEs. We also exclude from the table secured borrowing transactions with unconsolidated VIEs (for information on these transactions, see the Transactions with Consolidated VIEs and Secured Borrowings section in this Note).


			Carrying value - asset (liability)										Carrying value - asset (liability)
(in millions)	Total VIE assets		Debt and equity interests (1)		Servicing assets	Derivatives		Other commitments and guarantees		Net assets	Total VIE assets		Debt and equity interests (1)		Servicing assets	Derivatives		Other commitments and guarantees		Net assets
June 30, 2015
September 30, 2015
Residential mortgage loan securitizations:
Conforming (2)	$	1,223,715	2,824		11,786	—		(557	)	14,053	$	1,211,810	2,622		10,975	—		(544	)	13,053
Other/nonconforming	28,487		1,465		167	—		(5	)	1,627	26,583		1,362		154	—		(5	)	1,511
Commercial mortgage securitizations	191,038		7,238		678	195		(25	)	8,086	189,175		6,939		698	256		(25	)	7,868
Collateralized debt obligations:
Debt securities	4,285		4		—	135		(91	)	48	4,312		4		—	81		(60	)	25
Loans (3)	4,253		4,146		—	—		—		4,146	3,868		3,761		—	—		—		3,761
Asset-based finance structures	16,040		10,345		—	(68	)	—		10,277	14,027		9,547		—	(68	)	—		9,479
Tax credit structures	24,405		8,461		—	—		(2,883	)	5,578	24,487		8,632		—	—		(2,810	)	5,822
Collateralized loan obligations	1,619		478		—	—		—		478	1,323		384		—	—		—		384
Investment funds	1,730		48		—	—		—		48	1,367		44		—	—		—		44
Other (4)	13,355		674		17	(44	)	(14	)	633	12,272		573		—	(46	)	(26	)	501
Total	$	1,508,927	35,683		12,648	218		(3,575	)	44,974	$	1,489,224	33,868		11,827	223		(3,470	)	42,448
			Maximum exposure to loss										Maximum exposure to loss
			Debt and equity interests (1)		Servicing assets	Derivatives		Other commitments and guarantees		Total exposure			Debt and equity interests (1)		Servicing assets	Derivatives		Other commitments and guarantees		Total exposure
Residential mortgage loan securitizations:
Conforming			$	2,824	11,786	—		2,083		16,693			$	2,622	10,975	—		2,065		15,662
Other/nonconforming			1,465		167	—		348		1,980			1,362		154	—		347		1,863
Commercial mortgage securitizations			7,238		678	195		6,537		14,648			6,939		698	256		6,576		14,469
Collateralized debt obligations:
Debt securities			4		—	135		91		230			4		—	81		60		145
Loans (3)			4,146		—	—		—		4,146			3,761		—	—		—		3,761
Asset-based finance structures			10,345		—	83		461		10,889			9,547		—	81		444		10,072
Tax credit structures			8,461		—	—		800		9,261			8,632		—	—		790		9,422
Collateralized loan obligations			478		—	—		—		478			384		—	—		—		384
Investment funds			48		—	—		—		48			44		—	—		—		44
Other (4)			674		17	142		164		997			573		—	119		176		868
Total			$	35,683	12,648	555		10,484		59,370			$	33,868	11,827	537		10,458		56,690

(continued on following page)

105

(continued from previous page)



			Carrying value - asset (liability)
(in millions)	Total VIE assets		Debt and equity interests (1)		Servicing assets	Derivatives		Other commitments and guarantees		Net assets
December 31, 2014
Residential mortgage loan securitizations:
Conforming (2)	$	1,268,200	2,846		11,684	—		(581	)	13,949
Other/nonconforming	32,213		1,644		209	—		(8	)	1,845
Commercial mortgage securitizations	196,510		8,756		650	251		(32	)	9,625
Collateralized debt obligations:
Debt securities	5,039		11		—	163		(105	)	69
Loans (3)	5,347		5,221		—	—		—		5,221
Asset-based finance structures	18,954		13,044		—	(71	)	—		12,973
Tax credit structures	22,859		7,809		—	—		(2,585	)	5,224
Collateralized loan obligations	1,251		518		—	—		—		518
Investment funds	2,764		49		—	—		—		49
Other (4)	12,912		747		19	(18	)	(5	)	743
Total	$	1,566,049	40,645		12,562	325		(3,316	)	50,216
			Maximum exposure to loss
			Debt and equity interests (1)		Servicing assets	Derivatives		Other commitments and guarantees		Total exposure
Residential mortgage loan securitizations:
Conforming			$	2,846	11,684	—		2,507		17,037
Other/nonconforming			1,644		209	—		345		2,198
Commercial mortgage securitizations			8,756		650	251		5,715		15,372
Collateralized debt obligations:
Debt securities			11		—	163		105		279
Loans (3)			5,221		—	—		—		5,221
Asset-based finance structures			13,044		—	89		656		13,789
Tax credit structures			7,809		—	—		725		8,534
Collateralized loan obligations			518		—	—		38		556
Investment funds			49		—	—		—		49
Other (4)			747		19	150		156		1,072
Total			$	40,645	12,562	653		10,247		64,107


(1)	Includes total equity interests of $8.6 billion and $8.1 billion at ~~June~~September 30, 2015, and December 31, 2014, respectively. Also includes debt interests in the form of both loans and securities. Excludes certain debt securities held related to loans serviced for FNMA, FHLMC and GNMA.

(2)

Excludes assets and related liabilities with a recorded carrying value on our balance sheet of $~~1.2~~1.3 billion and $1.7 billion at ~~June~~September 30, 2015, and December 31, 2014, respectively, for certain delinquent loans that are eligible for repurchase primarily from GNMA loan securitizations. The recorded carrying value represents the amount that would be payable if the Company was to exercise the repurchase option. The carrying amounts are excluded from the table because the loans eligible for repurchase do not represent interests in the VIEs.

(3)

Represents senior loans to trusts that are collateralized by asset-backed securities. The trusts invest primarily in senior tranches from a diversified pool of primarily U.S. asset securitizations, of which all are current and ~~75%~~73% and 70% were rated as investment grade by the primary rating agencies at ~~June~~September 30, 2015, and December 31, 2014, respectively. These senior loans are accounted for at amortized cost and are subject to the Company’s allowance and credit charge-off policies.


(4)	Includes structured financing and credit-linked note structures. Also contains investments in auction rate securities (ARS) issued by VIEs that we do not sponsor and, accordingly, are unable to obtain the total assets of the entity.

106

Note 7: Securitizations and Variable Interest Entities (continued)

In the two preceding tables, “Total VIE assets” represents the remaining principal balance of assets held by unconsolidated VIEs using the most current information available. For VIEs that obtain exposure to assets synthetically through derivative instruments, the remaining notional amount of the derivative is included in the asset balance. “Carrying value” is the amount in our consolidated balance sheet related to our involvement with the unconsolidated VIEs. “Maximum exposure to loss” from our involvement with off-balance sheet entities, which is a required disclosure under GAAP, is determined as the carrying value of our involvement with off-balance sheet (unconsolidated) VIEs plus the remaining undrawn liquidity and lending commitments, the notional amount of net written derivative contracts, and generally the notional amount of, or stressed loss estimate for, other commitments and guarantees. It represents estimated loss that would be incurred under severe, hypothetical circumstances, for which we believe the possibility is extremely remote, such as where the value of our interests and any associated collateral declines to zero, without any consideration of recovery or offset from any economic hedges. Accordingly, this required disclosure is not an indication of expected loss.

For complete descriptions of our types of transactions with unconsolidated VIEs with which we have a significant continuing involvement, but we are not the primary beneficiary, see Note 8 (Securitizations and Variable Interest Entities) to Financial Statements in our 2014 Form 10-K.

OTHER TRANSACTIONS WITH VIEs Auction rate securities (ARS) are debt instruments with long-term maturities, which re-price more frequently, and preferred equities with no maturity. At ~~June~~September 30, 2015, we held ~~$532~~$521 million of ARS issued by VIEs compared with $567 million at December 31, 2014. We acquired the ARS pursuant to agreements entered into in 2008 and 2009.

We do not consolidate the VIEs that issued the ARS because we do not have power over the activities of the VIEs.

TRUST PREFERRED SECURITIES VIEs that we wholly own issue debt securities or preferred equity to third party investors. All of the proceeds of the issuance are invested in debt securities or preferred equity that we issue to the VIEs. The VIEs’ operations and cash flows relate only to the issuance, administration and repayment of the securities held by third parties. We do not consolidate these VIEs because the sole assets of the VIEs are receivables from us, even though we own all of the voting equity shares of the VIEs, have fully guaranteed the obligations of the VIEs and may have the right to redeem the third party securities under certain circumstances. In our consolidated balance sheet at ~~June~~September 30, 2015, and December 31, 2014, we reported the debt securities issued to the VIEs as long-term junior subordinated debt with a carrying value of $2.2 billion and $2.1 billion, ~~at both dates,~~respectively, and the preferred equity securities issued to the VIEs as preferred stock with a carrying value of $2.5 billion at both dates. These amounts are in addition to the involvements in these VIEs included in the preceding table.

Loan Sales and Securitization Activity

We periodically transfer consumer and CRE loans and other types of financial assets in securitization and whole loan sale transactions. We typically retain the servicing rights from these sales and may continue to hold other beneficial interests in the transferred financial assets. We may also provide liquidity to investors in the beneficial interests and credit enhancements in the form of standby letters of credit. Through these transfers we may be exposed to liability under limited amounts of recourse as well as standard representations and warranties we make to purchasers and issuers. The following table presents the cash flows for our transfers accounted for as sales.

107


	2015				2014			2015				2014
(in millions)	Mortgage loans			Other financial assets	Mortgage loans		Other financial assets	Mortgage loans			Other financial assets	Mortgage loans		Other financial assets
Quarter ended June 30,
Quarter ended September 30,
Proceeds from securitizations and whole loan sales	$	58,984		160	39,830		—	$	52,733		192	45,466		—
Fees from servicing rights retained	923			2	979		2	902			1	980		2
Cash flows from other interests held (1)	348			11	369		18	328			10	470		19
Repurchases of assets/loss reimbursements (2):
Non-agency securitizations and whole loan transactions	1			—	—		—	3			—	2		—
Agency securitizations (3)	76			—	93		—	72			—	87		—
Servicing advances, net of repayments	$	(154	)	—	138		—	(88		)	—	(21	)	—
Six months ended June 30,
Nine months ended September 30,
Proceeds from securitizations and whole loan sales	$	100,893		181	77,444		—	$	153,626		373	122,910		—
Fees from servicing rights retained	1,858			4	2,007		4	2,760			5	2,987		6
Cash flows from other interests held (1)	614			23	662		39	942			33	1,132		58
Repurchases of assets/loss reimbursements (2):
Non-agency securitizations and whole loan transactions	7			—	3		—	10			—	5		—
Agency securitizations (3)	138			—	169		—	210			—	256		—
Servicing advances, net of repayments	$	(254	)	—	(135	)	—	(342		)	—	(156	)	—


(1)	Cash flows from other interests held include principal and interest payments received on retained bonds and excess cash flows received on interest-only strips.

(2)

Consists of cash paid to repurchase loans from investors and cash paid to investors to reimburse them for losses on individual loans that are already liquidated. In addition, during the ~~second~~third quarter and first ~~half~~nine months of 2014, we paid $0 million and $78 million, respectively, to third-party investors to settle repurchase liabilities on pools of loans. There were no loan pool settlements in the ~~second~~third quarter and first ~~half~~nine months of 2015.

(3)

Represent loans repurchased from GNMA, FNMA, and FHLMC under representation and warranty provisions included in our loan sales contracts. ~~Second~~Third quarter and first ~~half~~nine months of 2015 exclude $~~2.7~~2.2 billion and $~~6.0~~8.2 billion, respectively, in delinquent insured/guaranteed loans that we service and have exercised our option to purchase out of GNMA pools, compared with $~~2.8~~3.2 billion and $~~6.9~~10.1 billion, respectively, in the same periods of 2014. These loans are predominantly insured by the FHA or guaranteed by the VA.

In the ~~second~~third quarter and first ~~half~~nine months of 2015, we recognized net gains of ~~$205~~$88 million and ~~$316~~$404 million, respectively, from transfers accounted for as sales of financial assets, compared with ~~$68~~$55 million and ~~$97~~$152 million, respectively, in the same periods of 2014. These net gains primarily relate to commercial mortgage securitizations and residential mortgage securitizations where the loans were not already carried at fair value.

Sales with continuing involvement during the ~~second~~third quarter and first ~~half~~nine months of 2015 and 2014 predominantly related to securitizations of residential mortgages that are sold to the government-sponsored entities (GSEs), including FNMA, FHLMC and GNMA (conforming residential mortgage securitizations). During the ~~second~~third quarter and first ~~half~~nine months of 2015, we transferred ~~$53.4~~$50.2 billion and ~~$92.9~~$143.1 billion, respectively, in fair value of residential mortgages to unconsolidated VIEs and third-party investors and recorded the transfers as sales, compared with ~~$36.9~~$40.9 billion and ~~$70.5~~$111.4 billion, respectively, in the same periods of 2014. Substantially all of these transfers did not result in a gain or loss because the loans were already carried at fair value. In connection with all of these transfers, in the first ~~half~~nine months of 2015 we recorded a ~~$736 million~~$1.2 billion servicing asset, measured at fair value using a Level 3 measurement technique, securities of ~~$800~~$787 million, classified as Level 2, and a ~~$23~~$34 million liability for repurchase losses which reflects management’s estimate of probable losses related to various representations and warranties for the loans transferred, initially measured at fair value. In the first ~~half~~nine months of 2014, we recorded a ~~$560~~$900 million servicing asset and a ~~$22~~$34 million liability.

The following table presents the key weighted-average assumptions we used to measure residential mortgage servicing rights at the date of securitization.


	Residential mortgage servicing rights				Residential mortgage servicing rights
	2015			2014	2015			2014
Quarter ended June 30,
Quarter ended September 30,
Prepayment speed (1)	11.9		%	12.9	11.5		%	12.1
Discount rate	7.6			7.3	7.1			7.7
Cost to service ($ per loan) (2)	$	237		301	$	223		267
Six months ended June 30,
Nine months ended September 30,
Prepayment speed (1)	12.4		%	12.5	12.1		%	12.4
Discount rate	7.6			7.6	7.4			7.6
Cost to service ($ per loan) (2)	$	237		268	$	232		268


(1)	The prepayment speed assumption for residential mortgage servicing rights includes a blend of prepayment speeds and default rates. Prepayment speed assumptions are influenced by mortgage interest rate inputs as well as our estimation of drivers of borrower behavior.


(2)	Includes costs to service and unreimbursed foreclosure costs, which can vary period to period depending on the mix of modified government-guaranteed loans sold to GNMA.

During the ~~second~~third quarter and first ~~half~~nine months of 2015, we transferred ~~$6.3~~$3.0 billion and ~~$9.5~~$12.5 billion, respectively, in ~~fair~~carrying value of commercial mortgages to unconsolidated VIEs and third-party investors and recorded the transfers as sales, compared with ~~$1.0~~$2.2 billion and ~~$2.3~~$4.5 billion in the same periods of 2014, respectively. These transfers resulted in gains of ~~$123~~$63 million and ~~$200~~$263 million in the ~~second~~third quarter and first ~~half~~nine months of 2015, respectively, because the loans were carried at lower of cost or market value (LOCOM), compared with gains of ~~$17~~$30 million and ~~$41~~$71 million in the ~~second~~third quarter and first ~~half~~nine months of 2014. In connection with these transfers, in the first ~~half~~nine months of 2015 we recorded a servicing asset of ~~$97~~$131 million, initially measured at fair value using a Level 3 measurement technique, and securities of ~~$179~~$209 million, classified as Level 2. In the first ~~half~~nine months of 2014, we recorded a servicing asset of $5$12 million, using a Level 3 measurement technique, and securities of $100 million, classified as Level 2.

108

Note 7: Securitizations and Variable Interest Entities (continued)

Retained Interests from Unconsolidated VIEs

The following table provides key economic assumptions and the sensitivity of the current fair value of residential mortgage servicing rights and other interests held to immediate adverse changes in those assumptions. “Other interests held” relate predominantly to residential and commercial mortgage loan securitizations. Residential mortgage-backed securities retained in securitizations issued through GSEs, such as FNMA, FHLMC and GNMA, are excluded from the table because these securities have a remote risk of credit loss due to the GSE guarantee. These securities also have economic characteristics similar to GSE

mortgage-backed securities that we purchase, which are not included in the table. Subordinated interests include only those bonds whose credit rating was below AAA by a major rating agency at issuance. Senior interests include only those bonds whose credit rating was AAA by a major rating agency at issuance. The information presented excludes trading positions held in inventory.


				Other interests held																Other interests held
	Residential mortgage servicing rights (1)			Interest-only strips			Consumer				Commercial (2)					Residential mortgage servicing rights (1)				Interest-only strips		Consumer			Commercial (2)
($ in millions, except cost to service amounts)	Residential mortgage servicing rights (1)					Subordinated bonds				Subordinated bonds			Senior bonds						Subordinated bonds				Subordinated bonds		Senior bonds
Fair value of interests held at June 30, 2015	$	12,661		Interest-only strips	102			34				363			590	Residential mortgage servicing rights (1)
Fair value of interests held at September 30, 2015																$	11,778			Interest-only strips	35		1			349		634
Expected weighted-average life (in years)	5.9			1.4			5.2				2.2			5.4		5.6				3.6		11.7			2.0		5.6
Key economic assumptions:
Prepayment speed assumption (3)	11.6		%	10.5			8.1									12.4		%		19.2		15.5
Decrease in fair value from:
10% adverse change	$	701		1			—									$	680			1		—
25% adverse change	1,668			3			—									1,614				3		—
Discount rate assumption	7.4		%	10.6			4.2				4.3			2.6		7.0		%		13.4		10.7			4.2		2.5
Decrease in fair value from:
100 basis point increase	$	629		1			1				7			27		$	574			1		—			6		30
200 basis point increase	1,200			2			3				14			53		1,097				1		—			12		59
Cost to service assumption ($ per loan)	169															165
Decrease in fair value from:
10% adverse change	586															570
25% adverse change	1,465															1,426
Credit loss assumption							0.3		%		3.0			—								1.1		%	2.9		—
Decrease in fair value from:
10% higher losses							$	—			1			—								$	—		1		—
25% higher losses							—				7			—								—			6		—
Fair value of interests held at December 31, 2014	$	12,738		117			36				294			546		$	12,738			117		36			294		546
Expected weighted-average life (in years)	5.7			3.9			5.5				2.9			6.2		5.7				3.9		5.5			2.9		6.2
Key economic assumptions:
Prepayment speed assumption (3)	12.5		%	11.4			7.1									12.5		%		11.4		7.1
Decrease in fair value from:
10% adverse change	$	738		2			—									$	738			2		—
25% adverse change	1,754			6			—									1,754				6		—
Discount rate assumption	7.6		%	18.7			3.9				4.7			2.8		7.6		%		18.7		3.9			4.7		2.8
Decrease in fair value from:
100 basis point increase	$	617		2			2				8			29		$	617			2		2			8		29
200 basis point increase	1,178			4			3				15			55		1,178				4		3			15		55
Cost to service assumption ($ per loan)	179															179
Decrease in fair value from:
10% adverse change	579															579
25% adverse change	1,433															1,433
Credit loss assumption							0.4		%		4.1			—								0.4		%	4.1		—
Decrease in fair value from:
10% higher losses							$	—			3			—								$	—		3		—
25% higher losses							—				10			—								—			10		—


(1)	See narrative following this table for a discussion of commercial mortgage servicing rights.


(2)	Prepayment speed assumptions do not significantly impact the value of commercial mortgage securitization bonds as the underlying commercial mortgage loans experience significantly lower prepayments due to certain contractual restrictions, impacting the borrower’s ability to prepay the mortgage.


(3)	The prepayment speed assumption for residential mortgage servicing rights includes a blend of prepayment speeds and default rates. Prepayment speed assumptions are influenced by mortgage interest rate inputs as well as our estimation of drivers of borrower behavior.

109

In addition to residential mortgage servicing rights (MSRs) included in the previous table, we have a small portfolio of commercial MSRs with a fair value of ~~$1.7~~$1.6 billion at ~~June~~both September 30, 2015, and ~~$1.6 billion at~~ December 31, 2014. The nature of our commercial MSRs, which are carried at LOCOM, is different from our residential MSRs. Prepayment activity on serviced loans does not significantly impact the value of commercial MSRs because, unlike residential mortgages, commercial mortgages experience significantly lower prepayments due to certain contractual restrictions, impacting the borrower’s ability to prepay the mortgage. Additionally, for our commercial MSR portfolio, we are typically master/primary servicer, but not the special servicer, who is separately responsible for the servicing and workout of delinquent and foreclosed loans. It is the special servicer, similar to our role as servicer of residential mortgage loans, who is affected by higher servicing and foreclosure costs due to an increase in delinquent and foreclosed loans. Accordingly, prepayment speeds and costs to service are not key assumptions for commercial MSRs as they do not significantly impact the valuation. The primary economic driver impacting the fair value of our commercial MSRs is forward interest rates, which are derived from market observable yield curves used to price capital markets instruments. Market interest rates most significantly affect interest earned on custodial deposit balances. The sensitivity of the current fair value to an immediate adverse 25% change in the assumption about interest earned on deposit balances at ~~June~~September 30, 2015, and December 31, 2014, results in a decrease in fair value of ~~$134~~$171 million and $185 million, respectively. See Note 8 (Mortgage Banking Activities) for further information on our commercial MSRs.

We also have a loan to an unconsolidated third party VIE that we extended in fourth quarter 2014 in conjunction with our sale of government guaranteed student loans. The loan is carried at amortized cost and approximates fair value at ~~June~~September 30, 2015, and December 31, 2014. The carrying amount of the loan at ~~June~~September 30, 2015, and December 31, 2014, was ~~$5.3~~$5.1 billion and $6.5 billion, respectively. The estimated fair value of the loan is considered a Level 3 measurement that is determined using discounted cash flows that are based on changes in the discount

rate due to changes in the risk premium component (credit spreads). The primary economic assumption impacting the fair value of our loan is the discount rate. Changes in the credit loss assumption are not expected to affect the estimated fair value of the loan due to the government guarantee of the underlying collateral. The sensitivity of the current fair value to an immediate adverse increase of 200 basis points in the risk premium component of the discount rate assumption is a decrease in fair value of ~~$55~~$82 million and $130 million at ~~June~~September 30, 2015, and December 31, 2014, respectively.

The sensitivities in the preceding paragraphs and table are hypothetical and caution should be exercised when relying on this data. Changes in value based on variations in assumptions generally cannot be extrapolated because the relationship of the change in the assumption to the change in value may not be linear. Also, the effect of a variation in a particular assumption on the value of the other interests held is calculated independently without changing any other assumptions. In reality, changes in one factor may result in changes in others (for example, changes in prepayment speed estimates could result in changes in the credit losses), which might magnify or counteract the sensitivities.

Off-Balance Sheet Loans

The following table presents information about the principal balances of off-balance sheet loans that were sold or securitized, including residential mortgage loans sold to FNMA, FHLMC, GNMA and other investors, for which we have some form of continuing involvement (primarily servicer). Delinquent loans include loans 90 days or more past due and loans in bankruptcy, regardless of delinquency status. For loans sold or securitized where servicing is our only form of continuing involvement, we would only experience a loss if we were required to repurchase a delinquent loan or foreclosed asset due to a breach in representations and warranties associated with our loan sale or servicing contracts.


						Net charge-offs							Net charge-offs
	Total loans			Delinquent loans and foreclosed assets (1)		Six months ended June 30,		Total loans			Delinquent loans and foreclosed assets (1)		Nine months ended September 30,
(in millions)	Jun 30, 2015		Dec 31, 2014	Jun 30, 2015	Dec 31, 2014	2015	2014	Sep 30, 2015		Dec 31, 2014	Sep 30, 2015	Dec 31, 2014	2015	2014
Commercial:
Real estate mortgage	$	109,856	114,081	7,204	7,949	196	706	$	111,221	114,081	6,905	7,949	301	582
Total commercial	109,856		114,081	7,204	7,949	196	706	111,221		114,081	6,905	7,949	301	582
Consumer:
Real estate 1-4 family first mortgage ~~(3)~~(2)	1,270,556		1,322,136	24,912	28,639	428	717	1,253,022		1,322,136	22,182	28,639	678	971
Real estate 1-4 family junior lien mortgage	1		1	—	—	—	—	—		1	—	—	—	—
Other revolving credit and installment	1,505		1,599	68	75	—	—	—		1,599	—	75	—	1
Total consumer	1,272,062		1,323,736	24,980	28,714	428	717	1,253,022		1,323,736	22,182	28,714	678	972
Total off-balance sheet sold or securitized loans ~~(2)~~(3)	$	1,381,918	1,437,817	32,184	36,663	624	1,423	$	1,364,243	1,437,817	29,087	36,663	979	1,554


(1)	Includes $5.2 billion and $3.3 billion of commercial foreclosed assets and $2.4 billion and $2.7 billion of consumer foreclosed assets at ~~June~~September 30, 2015, and December 31, 2014, respectively.


(2)	Net charge-offs in the prior period have been revised to include net charge-offs on whole loan sales and transferred assets in foreclosure status for which we have risk of loss.

(3)

At ~~June~~September 30, 2015, and December 31, 2014, the table includes total loans of $1.2 trillion and 1.3 trillion ~~at both dates and~~, delinquent loans of $~~14.2~~12.2 billion and $16.5 billion, and foreclosed assets of $1.8 billion and $2.4 billion, respectively, for FNMA, FHLMC and GNMA. Net charge-offs exclude loans sold to FNMA, FHLMC and GNMA as we do not service or manage the underlying real estate upon foreclosure and, as such, do not have access to net charge-off information.


~~(3)~~	~~Net charge-offs in the prior period have been revised to include net charge-offs on whole loan sales and transferred assets in foreclosure status for which we have risk of loss.~~

110

Note 7: Securitizations and Variable Interest Entities (continued)

Transactions with Consolidated VIEs and Secured Borrowings

The following table presents a summary of financial assets and liabilities for asset transfers accounted for as secured borrowings and involvements with consolidated VIEs. “Assets” are presented using GAAP measurement methods, which may include fair value, credit impairment or other adjustments, and therefore in

some instances will differ from “Total VIE assets.” For VIEs that obtain exposure synthetically through derivative instruments, the remaining notional amount of the derivative is included in “Total VIE assets.” On the consolidated balance sheet, we separately disclose the consolidated assets of certain VIEs that can only be used to settle the liabilities of those VIEs.


			Carrying value								Carrying value
(in millions)	Total VIE assets		Assets	Liabilities		Noncontrolling interests		Net assets	Total VIE assets		Assets	Liabilities		Noncontrolling interests		Net assets
June 30, 2015
September 30, 2015
Secured borrowings:
Municipal tender option bond securitizations	$	3,428	2,945	(2,020	)	—		925	$	3,170	2,732	(1,910	)	—		822
Commercial real estate loans	2		2	—		—		2	—		—	—		—		—
Residential mortgage securitizations	4,510		4,708	(4,612	)	—		96	4,368		4,562	(4,458	)	—		104
Total secured borrowings	7,940		7,655	(6,632	)	—		1,023	7,538		7,294	(6,368	)	—		926
Consolidated VIEs:
Nonconforming residential mortgage loan securitizations	4,585		4,065	(1,370	)	—		2,695	4,346		3,844	(1,302	)	—		2,542
Commercial real estate loans	1,050		1,050	—		—		1,050	1,177		1,177	—		—		1,177
Structured asset finance	90		46	(42	)	—		4	84		45	(42	)	—		3
Investment funds	715		715	(1	)	—		714	581		581	(1	)	—		580
Other	391		342	(121	)	(105	)	116	345		303	(102	)	(99	)	102
Total consolidated VIEs	6,831		6,218	(1,534	)	(105	)	4,579	6,533		5,950	(1,447	)	(99	)	4,404
Total secured borrowings and consolidated VIEs	$	14,771	13,873	(8,166	)	(105	)	5,602	$	14,071	13,244	(7,815	)	(99	)	5,330
December 31, 2014
Secured borrowings:
Municipal tender option bond securitizations	$	5,422	4,837	(3,143	)	—		1,694	$	5,422	4,837	(3,143	)	—		1,694
Commercial real estate loans	250		250	(63	)	—		187	250		250	(63	)	—		187
Residential mortgage securitizations	4,804		5,045	(4,926	)	—		119	4,804		5,045	(4,926	)	—		119
Total secured borrowings	10,476		10,132	(8,132	)	—		2,000	10,476		10,132	(8,132	)	—		2,000
Consolidated VIEs:
Nonconforming residential mortgage loan securitizations	5,041		4,491	(1,509	)	—		2,982	5,041		4,491	(1,509	)	—		2,982
Structured asset finance	47		47	(23	)	—		24	47		47	(23	)	—		24
Investment funds	904		904	(2	)	—		902	904		904	(2	)	—		902
Other	431		375	(143	)	(103	)	129	431		375	(143	)	(103	)	129
Total consolidated VIEs	6,423		5,817	(1,677	)	(103	)	4,037	6,423		5,817	(1,677	)	(103	)	4,037
Total secured borrowings and consolidated VIEs	$	16,899	15,949	(9,809	)	(103	)	6,037	$	16,899	15,949	(9,809	)	(103	)	6,037

In addition to the structure types included in the previous table, at both ~~June~~September 30, 2015, and December 31, 2014, we had approximately $6.0 billion of private placement debt financing issued through a consolidated VIE. The issuance is classified as long-term debt in our consolidated financial statements. At ~~June~~September 30, 2015, we pledged approximately ~~$580~~$563 million in loans (principal and interest eligible to be capitalized) and $5.9 billion in available-for-sale securities to collateralize the VIE’s borrowings, compared with $637 million and $5.7 billion, respectively, at December 31, 2014. These assets were not transferred to the VIE, and accordingly we have excluded the VIE from the previous table.

For complete descriptions of our accounting for transfers accounted for as secured borrowings and involvements with consolidated VIEs, see Note 8 (Securitizations and Variable Interest Entities) to Financial Statements in our 2014 Form 10-K.

111

Note 8: Mortgage Banking Activities

Mortgage banking activities, included in the Community Banking and Wholesale Banking operating segments, consist of residential and commercial mortgage originations, sale activity and servicing.

We apply the amortization method to commercial MSRs and apply the fair value method to residential MSRs. The changes in MSRs measured using the fair value method were:


	Quarter ended June 30,					Six months ended June 30,				Quarter ended Sep 30,					Nine months ended Sep 30,
(in millions)	2015			2014		2015		2014		2015			2014		2015		2014
Fair value, beginning of period	$	11,739		14,953		12,738		15,580		$	12,661		13,900		12,738		15,580
Servicing from securitizations or asset transfers	428			271		736		560		448			340		1,184		900
Sales and other reductions	(5		)	—		(6	)	—
Sales and other (1)										6			—		—		—
Net additions	423			271		730		560		454			340		1,184		900
Changes in fair value:
Due to changes in valuation model inputs or assumptions:
Mortgage interest rates ~~(1)~~(2)	1,117			(876	)	545		(1,385	)	(858		)	251		(313	)	(1,134	)
Servicing and foreclosure costs ~~(2)~~(3)	(10		)	23		(28	)	(11	)	(18		)	(4	)	(46	)	(15	)
Discount rates ~~(3)~~(4)	—			(55	)	—		(55	)	—			—		—		(55	)
Prepayment estimates and other ~~(4)~~(5)	(54		)	73		(237	)	175		43			6		(194	)	181
Net changes in valuation model inputs or assumptions	1,053			(835	)	280		(1,276	)	(833		)	253		(553	)	(1,023	)
Other changes in fair value ~~(5)~~(6)	(554		)	(489	)	(1,087	)	(964	)	(504		)	(462	)	(1,591	)	(1,426	)
Total changes in fair value	499			(1,324	)	(807	)	(2,240	)	(1,337		)	(209	)	(2,144	)	(2,449	)
Fair value, end of period	$	12,661		13,900		12,661		13,900		$	11,778		14,031		11,778		14,031


(1)	Includes sales and transfers of MSRs, which can result in an increase of total reported MSRs if the sales or transfers are related to nonperforming loan portfolios.


(2)	Includes prepayment speed changes as well as other valuation changes due to changes in mortgage interest rates (such as changes in estimated interest earned on custodial deposit balances).


~~(2)~~(3)	Includes costs to service and unreimbursed foreclosure costs.


~~(3)~~(4)	Reflects discount rate assumption change, excluding portion attributable to changes in mortgage interest rates.


~~(4)~~(5)	Represents changes driven by other valuation model inputs or assumptions including prepayment speed estimation changes and other assumption updates. Prepayment speed estimation changes are influenced by observed changes in borrower behavior and other external factors that occur independent of interest rate changes.


~~(5)~~(6)	Represents changes due to collection/realization of expected cash flows over time.

The changes in amortized MSRs were:


	Quarter ended June 30,					Six months ended June 30,				Quarter ended Sep 30,					Nine months ended Sep 30,
(in millions)	2015			2014		2015		2014		2015			2014		2015		2014
Balance, beginning of period	$	1,252		1,219		1,242		1,229		$	1,262		1,196		1,242		1,229
Purchases	29			32		51		72		45			47		96		119
Servicing from securitizations or asset transfers	46			24		96		38		35			29		131		67
Amortization	(65		)	(79	)	(127	)	(143	)	(65		)	(48	)	(192	)	(191	)
Balance, end of period (1)	$	1,262		1,196		1,262		1,196		$	1,277		1,224		1,277		1,224
Fair value of amortized MSRs:
Beginning of period	$	1,522		1,624		1,637		1,575		$	1,692		1,577		1,637		1,575
End of period	1,692			1,577		1,692		1,577		1,643			1,647		1,643		1,647


(1)	Commercial amortized MSRs are evaluated for impairment purposes by the following risk strata: agency (GSEs) and non-agency. There was no valuation allowance recorded for the periods presented on the commercial amortized MSRs.

112

Note 8: Mortgage Banking Activities (continued)

We present the components of our managed servicing portfolio in the following table at unpaid principal balance for loans serviced and subserviced for others and at book value for owned loans serviced.


(in billions)	Jun 30, 2015			Dec 31, 2014	Sep 30, 2015			Dec 31, 2014
Residential mortgage servicing:
Serviced for others	$	1,344		1,405	$	1,323		1,405
Owned loans serviced	347			342	346			342
Subserviced for others	5			5	4			5
Total residential servicing	1,696			1,752	1,673			1,752
Commercial mortgage servicing:
Serviced for others	465			456	470			456
Owned loans serviced	120			112	121			112
Subserviced for others	7			7	7			7
Total commercial servicing	592			575	598			575
Total managed servicing portfolio	$	2,288		2,327	$	2,271		2,327
Total serviced for others	$	1,809		1,861	$	1,793		1,861
Ratio of MSRs to related loans serviced for others	0.77		%	0.75	0.73		%	0.75

The components of mortgage banking noninterest income were:


	Quarter ended June 30,					Six months ended June 30,					Quarter ended Sep 30,					Nine months ended Sep 30,
(in millions)	2015			2014		2015		2014			2015			2014		2015		2014
Servicing income, net:
Servicing fees:
Contractually specified servicing fees	$	1,008		1,077		2,028		2,159			$	1,001		1,058		3,029		3,217
Late charges	46			48		99		104			48			49		147		153
Ancillary fees	81			87		152		167			69			74		221		241
Unreimbursed direct servicing costs (1)	(109		)	(84	)	(243	)	(232	)		(128		)	(262	)	(371	)	(494	)
Net servicing fees	1,026			1,128		2,036		2,198			990			919		3,026		3,117
Changes in fair value of MSRs carried at fair value:
Due to changes in valuation model inputs or assumptions (2)	1,053			(835	)	280		(1,276	)	(A)	(833		)	253		(553	)	(1,023	)
Other changes in fair value (3)	(554		)	(489	)	(1,087	)	(964	)		(504		)	(462	)	(1,591	)	(1,426	)
Total changes in fair value of MSRs carried at fair value	499			(1,324	)	(807	)	(2,240	)		(1,337		)	(209	)	(2,144	)	(2,449	)
Amortization	(65		)	(79	)	(127	)	(143	)		(65		)	(48	)	(192	)	(191	)
Net derivative gains (losses) from economic hedges (4)	(946		)	1,310		(65	)	2,158
Net derivative gains from economic hedges (4)										(B)	1,086			17		1,021		2,175
Total servicing income, net	514			1,035		1,037		1,973			674			679		1,711		2,652
Net gains on mortgage loan origination/sales activities	1,191			688		2,215		1,260			915			954		3,130		2,214
Total mortgage banking noninterest income	$	1,705		1,723		3,252		3,233			$	1,589		1,633		4,841		4,866
Market-related valuation changes to MSRs, net of hedge results (2) + (4)	$	107		475		215		882
Market-related valuation changes to MSRs, net of hedge results (2)(4)										(A)+(B)	$	253		270		468		1,152


(1)	Primarily associated with foreclosure expenses and unreimbursed interest advances to investors.


(2)	Refer to the changes in fair value of MSRs table in this Note for more detail.


(3)	Represents changes due to collection/realization of expected cash flows over time.


(4)	Represents results from economic hedges used to hedge the risk of changes in fair value of MSRs. See Note 12 (Derivatives Not Designated as Hedging Instruments) for additional discussion and detail.

113

The table below summarizes the changes in our liability for mortgage loan repurchase losses. This liability is in “Accrued expenses and other liabilities” in our consolidated balance sheet and the provision for repurchase losses reduces net gains on mortgage loan origination/sales activities in “Mortgage banking” in our consolidated income statement.

Because of the uncertainty in the various estimates underlying the mortgage repurchase liability, there is a range of losses in excess of the recorded mortgage repurchase liability that is reasonably possible. The estimate of the range of possible loss for representations and warranties does not represent a probable

loss, and is based on currently available information, significant judgment, and a number of assumptions that are subject to change. The high end of this range of reasonably possible losses was $928 million in excess of our recorded liability ~~was $934 million~~ at ~~June~~September 30, 2015, and was determined based upon modifying the assumptions (particularly to assume significant changes in investor repurchase demand practices) ~~utilized~~used in our best estimate of probable loss to reflect what we believe to be the high end of reasonably possible adverse assumptions.


	Quarter ended June 30,					Six months ended June 30,				Quarter ended Sep 30,					Nine months ended Sep 30,
(in millions)	2015			2014		2015		2014		2015			2014		2015		2014
Balance, beginning of period	$	586		799		615		899		$	557		766		615		899
Provision for repurchase losses:
Loan sales	13			12		23		22		11			12		34		34
Change in estimate (1)	(31		)	(38	)	(57	)	(42	)	(17		)	(93	)	(74	)	(135	)
Net additions (reductions)	(18		)	(26	)	(34	)	(20	)	(6		)	(81	)	(40	)	(101	)
Losses	(11		)	(7	)	(24	)	(113	)	(13		)	(16	)	(37	)	(129	)
Balance, end of period	$	557		766		557		766		$	538		669		538		669


(1)	Results from changes in investor demand, mortgage insurer practices, credit and the financial stability of correspondent lenders.

114

Note 9: Intangible Assets

The gross carrying value of intangible assets and accumulated amortization was:


	June 30, 2015					December 31, 2014				September 30, 2015					December 31, 2014
(in millions)	Gross carrying value		Accumulated amortization		Net carrying value	Gross carrying value	Accumulated amortization		Net carrying value	Gross carrying value		Accumulated amortization		Net carrying value	Gross carrying value	Accumulated amortization		Net carrying value
Amortized intangible assets (1):
MSRs (2)	$	3,050	(1,788	)	1,262	2,906	(1,664	)	1,242	$	3,130	(1,853	)	1,277	2,906	(1,664	)	1,242
Core deposit intangibles	12,834		(9,784	)	3,050	12,834	(9,273	)	3,561	12,834		(10,040	)	2,794	12,834	(9,273	)	3,561
Customer relationship and other intangibles	3,179		(2,436	)	743	3,179	(2,322	)	857	3,163		(2,492	)	671	3,179	(2,322	)	857
Total amortized intangible assets	$	19,063	(14,008	)	5,055	18,919	(13,259	)	5,660	$	19,127	(14,385	)	4,742	18,919	(13,259	)	5,660
Unamortized intangible assets:
MSRs (carried at fair value) (2)	$	12,661				12,738				$	11,778				12,738
Goodwill	25,705					25,705				25,684					25,705
Trademark	14					14				14					14


(1)	Excludes fully amortized intangible assets.


(2)	See Note 8 (Mortgage Banking Activities) for additional information on MSRs.

The following table provides the current year and estimated future amortization expense for amortized intangible assets. We based our projections of amortization expense shown below on existing asset balances at ~~June~~September 30, 2015. Future amortization expense may vary from these projections.


(in millions)		Amortized MSRs		Core deposit intangibles	Customer relationship and other intangibles	Total		Amortized MSRs		Core deposit intangibles	Customer relationship and other intangibles	Total
Six months ended June 30, 2015	(actual)	$	127	511	114	752
Nine months ended September 30, 2015							(actual)	$	192	767	170	1,129
Estimate for the remainder of 2015		$	127	511	111	749		$	66	255	55	376
Estimate for year ended December 31,	Estimate for year ended December 31,						Estimate for year ended December 31,
2016		221		919	211	1,351		243		919	208	1,370
2017		176		851	197	1,224		194		851	194	1,239
2018		145		769	188	1,102		157		769	185	1,111
2019		129			12	141		136		—	10	146
2020		115			8	123		123		—	6	129

For our goodwill impairment analysis, we allocate all of the goodwill to the individual operating segments. We identify reporting units that are one level below an operating segment (referred to as a component), and distinguish these reporting units based on how the segments and components are managed, taking into consideration the economic characteristics, nature of the products and customers of the components. At the time we acquire a business, we allocate goodwill to applicable reporting

units based on their relative fair value,and if we have a

significant business reorganization, we may reallocate the goodwill. See Note 18 (Operating Segments) for further information on management reporting.

The following table shows the allocation of goodwill to our reportable operating segments for purposes of goodwill impairment testing.


(in millions)	Community Banking			Wholesale Banking		Wealth, Brokerage and Retirement	Consolidated Company		Community Banking			Wholesale Banking		Wealth and Investment Management	Consolidated Company
December 31, 2013(1)	$	17,922		7,344		371	25,637		$	17,871		6,564		1,202	25,637
Reduction in goodwill related to divested businesses	—			(11	)	—	(11	)	—			(11	)	—	(11	)
Goodwill from business combinations	—			87		—	87		—			87		—	87
Other	(8		)	—		—	(8	)	(8		)	—		—	(8	)
June 30, 2014	$	17,914		7,420		371	25,705
December 31, 2014 and June 30, 2015	$	17,914		7,420		371	25,705
December 31, 2014									$	17,863		6,640		1,202	25,705
Reduction in goodwill related to divested businesses									(21		)	—		—	(21	)
September 30, 2015									$	17,842		6,640		1,202	25,684


(1)	December 31, 2013 has been revised to reflect realignment of our operating segments. See Note 18 (Operating Segments) for additional information.

115

Note 10: Guarantees, Pledged Assets and Collateral

descriptions of our guarantees, see Note 14 (Guarantees, Pledged Assets and Collateral) to Financial Statements in our 2014 Form 10-K. The following table shows carrying value, maximum exposure to loss on our guarantees and the related non-investment grade amounts.


	June 30, 2015								September 30, 2015
			Maximum exposure to loss								Maximum exposure to loss
(in millions)	Carrying value		Expires in one year or less	Expires after one year through three years	Expires after three years through five years	Expires after five years	Total	Non- investment grade	Carrying value		Expires in one year or less	Expires after one year through three years	Expires after three years through five years	Expires after five years	Total	Non- investment grade
Standby letters of credit (1)	$	41	16,039	10,109	5,579	682	32,409	8,373	$	39	16,584	9,297	5,143	700	31,724	8,318
Securities lending and other indemnifications (2)	—		—	—	—	5,697	5,697	—	—		—	—	—	2,281	2,281	—
Written put options (3)	380		7,511	5,863	3,278	2,212	18,864	8,212	619		7,268	6,328	4,426	2,047	20,069	10,889
Loans and MHFS sold with recourse (4)	63		127	603	703	5,978	7,411	4,577	63		117	664	682	6,004	7,467	4,443
Factoring guarantees (5)	—		2,914	—	—	—	2,914	2,914	—		2,025	—	—	—	2,025	2,025
Other guarantees	27		42	51	21	2,274	2,388	69	17		65	18	18	2,548	2,649	57
Total guarantees	$	511	26,633	16,626	9,581	16,843	69,683	24,145	$	738	26,059	16,307	10,269	13,580	66,215	25,732
	December 31, 2014								December 31, 2014
			Maximum exposure to loss								Maximum exposure to loss
(in millions)	Carrying value		Expires in one year or less	Expires after one year through three years	Expires after three years through five years	Expires after five years	Total	Non- investment grade	Carrying value		Expires in one year or less	Expires after one year through three years	Expires after three years through five years	Expires after five years	Total	Non- investment grade
Standby letters of credit (1)	$	41	16,271	10,269	6,295	645	33,480	8,447	$	41	16,271	10,269	6,295	645	33,480	8,447
Securities lending and other indemnifications (2)	—		—	2	2	5,948	5,952	—	—		—	2	2	5,948	5,952	—
Written put options (3)	469		7,644	5,256	2,822	2,409	18,131	7,902	469		7,644	5,256	2,822	2,409	18,131	7,902
Loans and MHFS sold with recourse (4)	72		131	486	822	5,386	6,825	3,945	72		131	486	822	5,386	6,825	3,945
Factoring guarantees (5)	—		3,460	—	—	—	3,460	3,460	—		3,460	—	—	—	3,460	3,460
Other guarantees	24		9	85	22	2,158	2,274	69	24		9	85	22	2,158	2,274	69
Total guarantees	$	606	27,515	16,098	9,963	16,546	70,122	23,823	$	606	27,515	16,098	9,963	16,546	70,122	23,823

(1)

Total maximum exposure to loss includes direct pay letters of credit (DPLCs) of $~~13.1~~12.1 billion and $15.0 billion at ~~June~~September 30, 2015, and December 31, 2014, respectively. We issue DPLCs to provide credit enhancements for certain bond issuances. Beneficiaries (bond trustees) may draw upon these instruments to make scheduled principal and interest payments, redeem all outstanding bonds because a default event has occurred, or for other reasons as permitted by the agreement. We also originate multipurpose lending commitments under which borrowers have the option to draw on the facility in one of several forms, including as a standby letter of credit. Total maximum exposure to loss includes the portion of these facilities for which we have issued standby letters of credit under the commitments.

(2)

Includes $0 million and $211 million at ~~June~~September 30, 2015, and December 31, 2014, respectively, in debt and equity securities lent from participating institutional client portfolios to third-party borrowers. Also includes indemnifications provided to certain third-party clearing agents. Outstanding customer obligations under these arrangements were $~~1.1 billion~~365 million and $950 million with related collateral of $~~4.9~~1.9 billion and $5.6 billion at ~~June~~September 30, 2015, and December 31, 2014, respectively. Estimated maximum exposure to loss was $2.3 billion and $5.7 billion ~~at each date.~~as of the same periods, respectively.


(3)	Written put options, which are in the form of derivatives, are also included in the derivative disclosures in Note 12 (Derivatives).

(4)

Represent recourse provided, predominantly to the GSEs, on loans sold under various programs and arrangements. Under these arrangements, we repurchased $2 million and $35 million ~~respectively,~~ of loans associated with these agreements in ~~the second~~third quarter 2015and ~~first half of~~ ~~2015~~2014, ~~and~~ ~~$4 million~~respectively, and $5 million and $10 millionin the ~~same periods~~first nine months of 2015 and 2014, respectively.


(5)	Consists of guarantees made under certain factoring arrangements to purchase trade receivables from third parties, generally upon their request, if receivable debtors default on their payment obligations.

“Maximum exposure to loss” and “Non-investment grade” are required disclosures under GAAP. Non-investment grade represents those guarantees on which we have a higher risk of being required to perform under the terms of the guarantee. If the underlying assets under the guarantee are non-investment grade (that is, an external rating that is below investment grade or an internal credit default grade that is equivalent to a below investment grade external rating), we consider the risk of performance to be high. Internal credit default grades are determined based upon the same credit policies that we use to evaluate the risk of payment or performance when making loans and other extensions of credit. These credit policies are further described in Note 5 (Loans and Allowance for Credit Losses).

Maximum exposure to loss represents the estimated loss that would be incurred under an assumed hypothetical circumstance, despite what we believe is its extremely remote possibility, where the value of our interests and any associated collateral declines to zero. Maximum exposure to loss estimates in the table above do not reflect economic hedges or collateral we could use to offset or recover losses we may incur under our guarantee agreements. Accordingly, this required disclosure is not an indication of expected loss. We believe the carrying value, which is either fair value for derivative-related products or the allowance for lending-related commitments, is more representative of our exposure to loss than maximum exposure to loss.

116

Note 10: Guarantees, Pledge Assets and Collateral (continued)

Pledged Assets

As part of our liquidity management strategy, we pledge assets to secure trust and public deposits, borrowings and letters of credit from the FHLB and FRB, securities sold under agreements to repurchase (repurchase agreements), and for other purposes as required or permitted by law or insurance statutory requirements. The types of collateral we pledge include securities issued by federal agencies, GSEs, domestic and foreign companies and various commercial and consumer loans. The following table provides the total carrying amount of pledged assets by asset type. The table excludes pledged consolidated VIE

assets of ~~$6.2~~$6.0 billion and $5.8 billion at ~~June~~September 30, 2015, and December 31, 2014, respectively, which can only be used to settle the liabilities of those entities. The table also excludes ~~$7.7~~$7.3 billion and $10.1 billion in assets pledged in transactions accounted for as secured borrowings at ~~June~~September 30, 2015 and December 31, 2014, respectively. See Note 7 (Securitizations and Variable Interest Entities) for additional information on consolidated VIE assets and secured borrowings.


(in millions)	Jun 30, 2015		Dec 31, 2014	Sep 30, 2015		Dec 31, 2014
Trading assets and other (1)	$	72,030	49,685	$	70,522	49,685
Investment securities (2)	101,266		101,997	95,882		101,997
Mortgages held for sale and Loans (3)	437,697		418,338	449,374		418,338
Total pledged assets	$	610,993	570,020	$	615,778	570,020


(1)	Represent assets pledged to collateralize repurchase agreements and other securities financings. Balance includes $~~71.5~~69.9 billion and $49.4 billion at ~~June~~September 30, 2015, and December 31, 2014, respectively, under agreements that permit the secured parties to sell or repledge the collateral.

(2)

Includes carrying value of $~~6.8~~5.9 billion and $6.6 billion (fair value of $5.9 billion and $6.8 billion ~~for both periods)~~) in collateral for repurchase agreements at ~~June~~September 30, 2015, and December 31, 2014, respectively, which are pledged under agreements that do not permit the secured parties to sell or repledge the collateral. Also includes $~~7.8~~8.8 billion and $164 million in collateral pledged under repurchase agreements at ~~June~~September 30, 2015, and December 31, 2014, respectively, that permit the secured parties to sell or repledge the collateral. All other pledged securities are pursuant to agreements that do not permit the secured party to sell or repledge the collateral.

(3)

Includes mortgages held for sale of $~~14.1~~11.6 billion and $8.7 billion at ~~June~~September 30, 2015, and December 31, 2014, respectively. Balance consists of mortgages held for sale and loans that are pledged under agreements that do not permit the secured parties to sell or repledge the collateral. Amounts exclude $~~1.2~~1.3 billion and $1.7 billion at ~~June~~September 30, 2015, and December 31, 2014, respectively, of pledged loans recorded on our balance sheet representing certain delinquent loans that are eligible for repurchase primarily from GNMA loan securitizations. See Note 7 (Securitizations and Variable Interest Entities) for additional information.

117

Securities Financing Activities

We enter into resale and repurchase agreements and securities borrowing and lending agreements (collectively, “securities financing activities”) primarily to finance inventory positions, acquire securities to cover short trading positions, accommodate customers’ financing needs, and settle other securities obligations. These activities are conducted through our broker dealer subsidiaries and to a lesser extent through other bank entities. The majority of our securities financing activities involve high quality, liquid securities such as U.S. Treasury securities and government agency securities, and to a lesser extent, less liquid securities, including equity securities, corporate bonds and asset-backed securities. We account for these transactions as collateralized financings in which we typically receive or pledge securities as collateral. We believe these financing transactions generally do not have material credit risk given the collateral provided and the related monitoring processes.

OFFSETTING OF RESALE AND REPURCHASE AGREEMENTS AND SECURITIES BORROWING AND LENDING AGREEMENTS The table below presents resale and repurchase agreements subject to master repurchase agreements (MRA) and securities borrowing and lending agreements subject to master securities lending agreements (MSLA). We account for transactions subject to these agreements as collateralized

financings, and those with a single counterparty are presented net on our balance sheet, provided certain criteria are met that permit balance sheet netting. Most transactions subject to these agreements do not meet those criteria and thus are not eligible for balance sheet netting.

Collateral we pledged consists of non-cash instruments, such as securities or loans, and is not netted on the balance sheet against the related liability. Collateral we received includes securities or loans and is not recognized on our balance sheet. Collateral pledged or received may be increased or decreased over time to maintain certain contractual thresholds as the assets underlying each arrangement fluctuate in value. Generally, these agreements require collateral to exceed the asset or liability recognized on the balance sheet. The following table includes the amount of collateral pledged or received related to exposures subject to enforceable MRAs or MSLAs. While these agreements are typically over-collateralized, U.S. GAAP requires disclosure in this table to limit the amount of such collateral to the amount of the related recognized asset or liability for each counterparty.

In addition to the amounts included in the table below, we also have balance sheet netting related to derivatives that is disclosed within Note 12 (Derivatives).


(in millions)	Jun 30, 2015			Dec 31, 2014		Sep 30, 2015			Dec 31, 2014
Assets:
Resale and securities borrowing agreements
Gross amounts recognized	$	72,792		58,148		$	74,370		58,148
Gross amounts offset in consolidated balance sheet (1)	(12,558		)	(6,477	)	(9,883		)	(6,477	)
Net amounts in consolidated balance sheet (2)	60,234			51,671		64,487			51,671
Collateral not recognized in consolidated balance sheet (3)	(59,917		)	(51,624	)	(63,991		)	(51,624	)
Net amount (4)	$	317		47		$	496		47
Liabilities:
Repurchase and securities lending agreements
Gross amounts recognized (5)	$	83,403		56,583		$	83,798		56,583
Gross amounts offset in consolidated balance sheet (1)	(12,558		)	(6,477	)	(9,883		)	(6,477	)
Net amounts in consolidated balance sheet (6)	70,845			50,106		73,915			50,106
Collateral pledged but not netted in consolidated balance sheet (7)	(70,435		)	(49,713	)	(73,525		)	(49,713	)
Net amount (8)	$	410		393		$	390		393


(1)	Represents recognized amount of resale and repurchase agreements with counterparties subject to enforceable MRAs or MSLAs that have been offset in the consolidated balance sheet.


(2)	At ~~June~~September 30, 2015, and December 31, 2014, includes $~~41.2~~44.8 billion and $36.8 billion, respectively, classified on our consolidated balance sheet in Federal funds sold, securities purchased under resale agreements and other short-term investments and $~~19.0~~19.7 billion and $14.9 billion, respectively, in Loans.

(3)

Represents the fair value of collateral we have received under enforceable MRAs or MSLAs, limited for table presentation purposes to the amount of the recognized asset due from each counterparty. At ~~June~~September 30, 2015 and December 31, 2014, we have received total collateral with a fair value of $~~84.8~~86.1 billion and $64.5 billion, respectively, all of which, we have the right to sell or repledge. These amounts include securities we have sold or repledged to others with a fair value of $~~49.5~~51.3 billion at ~~June~~September 30, 2015, and $40.8 billion at December 31, 2014.


(4)	Represents the amount of our exposure that is not collateralized and/or is not subject to an enforceable MRA or MSLA.


(5)	For additional information on underlying collateral and contractual maturities, see the "Repurchase and Securities Lending Agreements" section in this Note.


(6)	Amount is classified in Short-term borrowings on our consolidated balance sheet.

(7)

Represents the fair value of collateral we have pledged, related to enforceable MRAs or MSLAs, limited for table presentation purposes to the amount of the recognized liability owed to each counterparty. At ~~June~~September 30, 2015, and December 31, 2014, we have pledged total collateral with a fair value of $~~86.6~~85.2 billion and $56.5 billion, respectively, of which, the counterparty does not have the right to sell or repledge $~~7.3~~6.5 billion as of ~~June~~September 30, 2015 and $6.9 billion as of December 31, 2014.


(8)	Represents the amount of our obligation that is not covered by pledged collateral and/or is not subject to an enforceable MRA or MSLA.

118

Note 10: Guarantees, Pledge Assets and Collateral (continued)

REPURCHASE AND SECURITIES LENDING AGREEMENTS Securities sold under repurchase agreements and securities lending arrangements are effectively short-term collateralized borrowings. In these transactions, we receive cash in exchange for transferring securities as collateral and recognize an obligation to reacquire the securities for cash at the transaction's maturity. These types of transactions create risks, including (1) the counterparty may fail to return the securities at maturity, (2) the fair value of the securities transferred may decline below the amount of our obligation to reacquire the securities, and therefore create an obligation for us to pledge additional amounts, and (3) the counterparty may accelerate the maturity on demand requiring us to reacquire the security prior to

contractual maturity. We attempt to mitigate these risks by the fact that the majority of our securities financing activities involve highly liquid securities, we underwrite and monitor the financial strength of our counterparties, we monitor the fair value of collateral pledged relative to contractually required repurchase amounts, and we monitor that our collateral is properly returned through the clearing and settlement process in advance of our cash repayment. The following table provides the underlying collateral types of our gross obligations under repurchase and securities lending agreements.


	June 30, 2015		September 30, 2015
(in millions)	Total Gross Obligation		Total Gross Obligation
Repurchase agreements:
Securities of U.S. Treasury and federal agencies	$	27,724	$	24,295
Securities of U.S. States and political subdivisions	77		43
Federal agency mortgage-backed securities	35,139		39,694
Non-agency mortgage-backed securities	2,053		1,491
Corporate debt securities	4,963		3,546
Asset-backed securities	2,502		2,402
Equity securities	707		1,224
Other	348		384
Total repurchases	73,513		73,079
Securities lending:
Securities of U.S. Treasury and federal agencies	103		65
Securities of U.S. States and political subdivisions			10
Federal agency mortgage-backed securities	52		99
Corporate debt securities	752		732
Equity securities (1)	8,983		9,813
Total securities lending	9,890		10,719
Total repurchases and securities lending	$	83,403	$	83,798


(1)	Equity securities are generally exchange traded and either re-hypothecated under margin lending agreements or obtained through contemporaneous securities borrowing transactions with other counterparties.

The following table provides the contractual maturities of our gross obligations under repurchase and securities lending agreements.


	June 30, 2015						September 30, 2015
(in millions)	Overnight/Continuous		Up to 30 days	30-90 days	>90 days	Total Gross Obligation	Overnight/Continuous		Up to 30 days	30-90 days	>90 days	Total Gross Obligation
Repurchase agreements	$	47,667	19,169	5,902	775	73,513	$	48,452	19,424	3,202	2,001	73,079
Securities lending	8,865		753	272	—	9,890	9,540		—	969	210	10,719
Total repurchases and securities lending (1)	$	56,532	19,922	6,174	775	83,403	$	57,992	19,424	4,171	2,211	83,798


(1)	Repurchase and securities lending transactions are ~~primarily~~largely conducted under enforceable master lending agreements that allow either party to terminate the transaction on demand. These transactions have been reported as continuous obligations unless the MRA or MSLA has been modified with an overriding agreement that specifies an alternative termination date.

119

Note 11: Legal Actions

The following supplements our discussion of certain matters previously reported in Note 15 (Legal Actions) to Financial Statements in our 2014 Form 10-K and Note 11 (Legal Actions) to Financial Statements in our 2015 first and second quarter Quarterly ~~Report~~Reports on Form 10-Q for events occurring during ~~second~~third quarter 2015.

INTERCHANGE LITIGATION Wells Fargo Bank, N.A., Wells Fargo & Company, Wachovia Bank, N.A. and Wachovia Corporation are named as defendants, separately or in combination, in putative class actions filed on behalf of a plaintiff class of merchants and in individual actions brought by individual merchants with regard to the interchange fees associated with Visa and MasterCard payment card transactions. These actions have been consolidated in the U.S. District Court for the Eastern District of New York. Visa, MasterCard and several banks and bank holding companies are named as defendants in various of these actions. The amended and consolidated complaint asserts claims against defendants based on alleged violations of federal and state antitrust laws and seeks damages, as well as injunctive relief. Plaintiff merchants allege that Visa, MasterCard and payment card issuing banks unlawfully colluded to set interchange rates. Plaintiffs also allege that enforcement of certain Visa and MasterCard rules and alleged tying and bundling of services offered to merchants are anticompetitive. Wells Fargo and Wachovia, along with other defendants and entities, are parties to Loss and Judgment Sharing Agreements, which provide that they, along with other entities, will share, based on a formula, in any losses from the Interchange Litigation. On July 13, 2012, Visa, MasterCard and the financial institution defendants, including Wells Fargo, signed a memorandum of understanding with plaintiff merchants to resolve the consolidated class actions and reached a separate settlement in principle of the consolidated individual actions. The ~~proposed~~ settlement payments to be made by all defendants in the consolidated class and individual actions total approximately $6.6 ~~billion.~~billion before reductions applicable to certain merchants opting out of the settlement. The class settlement also ~~provides~~provided for the distribution to class merchants of 10 basis points of default interchange across all credit rate categories for a period of eight consecutive months. The District Court granted final approval of the settlement, which has been appealed to the Second Circuit Court of Appeals by settlement objector merchants. Other merchants have opted out of the settlement and are pursuing several individual actions. Several merchants have now filed a motion to vacate the class settlement.

~~SECURITIES LENDING LITIGATION~~Wells Fargo Bank, N.A. was involved in four separate actions brought by securities lending customers of Wells Fargo and Wachovia Bank in various courts. In general, each of the cases alleges losses based on claims that Wells Fargo violated fiduciary and contractual duties in its investment of collateral for loaned securities. ~~Blue Cross/Blue Shield of Minnesota, et al., v. Wells Fargo Bank, N.A.~~ ~~resulted in verdicts dismissing the claims against Wells Fargo. Plaintiffs have appealed the verdicts. The remaining cases have been resolved.~~

OUTLOOK When establishing a liability for contingent litigation losses, the Company determines a range of potential losses for each matter that is both probable and estimable, and records the amount it considers to be the best estimate within the range. The high end of the range of reasonably possible potential litigation losses in excess of the Company’s liability for probable and estimable losses was approximately $1.4 billion as of ~~June~~September 30, 2015. For these matters and others where an unfavorable outcome is reasonably possible but not probable, there may be a range of possible losses in excess of the established liability that cannot be estimated. Based on information currently available, advice of counsel, available insurance coverage and established reserves, Wells Fargo believes that the eventual outcome of the actions against Wells Fargo and/or its subsidiaries, including the matters described above, will not, individually or in the aggregate, have a material adverse effect on Wells Fargo’s consolidated financial position. However, in the event of unexpected future developments, it is possible that the ultimate resolution of those matters, if unfavorable, may be material to Wells Fargo’s results of operations for any particular period.

120

Note 12: Derivatives (continued)

Note 12: Derivatives

We primarily use derivatives to manage exposure to market risk, including interest rate risk, credit risk and foreign currency risk, and to assist customers with their risk management objectives. We designate certain derivatives as hedging instruments in a qualifying hedge accounting relationship (fair value or cash flow hedge). Our remaining derivatives consist of economic hedges that do not qualify for hedge accounting and derivatives held for customer accommodation, trading, or other purposes. For more information on our derivative activities, see Note 16 (Derivatives) to Financial Statements in our 2014 Form 10-K.

The following table presents the total notional or contractual amounts and fair values for our derivatives. Derivative transactions can be measured in terms of the notional amount, but this amount is not recorded on the balance sheet and is not, when viewed in isolation, a meaningful measure of the risk profile of the instruments. The notional amount is generally not exchanged but is used only as the basis on which interest and other payments are determined. Derivatives designated as qualifying hedging instruments and economic hedges are recorded on the balance sheet at fair value in other assets or other liabilities. Customer accommodation, trading and other derivatives are recorded on the balance sheet at fair value in trading assets, other assets or other liabilities.


	June 30, 2015							December 31, 2014							September 30, 2015									December 31, 2014
	Notional or contractual amount					Fair value		Notional or contractual amount					Fair value		Notional or contractual amount							Fair value		Notional or contractual amount					Fair value
(in millions)	Notional or contractual amount		Derivative assets			Derivative liabilities			Derivative assets			Derivative liabilities			Notional or contractual amount		Derivative assets				Derivative liabilities			Notional or contractual amount	Derivative assets			Derivative liabilities
Derivatives designated as hedging instruments								Notional or contractual amount
Interest rate contracts (1)	$	177,192	6,246			2,299		148,967		6,536			2,435		$	186,840		9,091				2,708		148,967		6,536			2,435
Foreign exchange contracts (1)	25,751		293			2,131		26,778		752			1,347		27,286			398				2,409		26,778		752			1,347
Total derivatives designated as qualifying hedging instruments			6,539			4,430				7,288			3,782					9,489				5,117				7,288			3,782
Derivatives not designated as hedging instruments
Economic hedges:
Interest rate contracts (2)	235,807		620			664		221,527		697			487		202,390			673				507		221,527		697			487
Equity contracts	6,444		492			49		5,219		367			96		6,577			502				45		5,219		367			96
Foreign exchange contracts	21,897		106			536		14,405		275			28		19,062			297				198		14,405		275			28
Subtotal			1,218			1,249				1,339			611					1,472				750				1,339			611
Customer accommodation, trading and other derivatives:
Interest rate contracts	5,052,605		54,832			55,684		4,378,767		56,465			57,137		5,116,922			82,249				82,440		4,378,767		56,465			57,137
Commodity contracts	71,660		4,642			5,223		88,640		7,461			7,702		57,779			5,218				6,042		88,640		7,461			7,702
Equity contracts	138,804		8,625			6,279		138,422		8,638			6,942		136,981			7,307				5,078		138,422		8,638			6,942
Foreign exchange contracts	292,525		7,296			7,304		253,742		6,377			6,452		295,409			7,648				7,500		253,742		6,377			6,452
Credit contracts - protection sold	10,583		101			743		12,304		151			943		11,059			82				593		12,304		151			943
Credit contracts - protection purchased	17,877		642			125		16,659		755			168		19,318			576				91		16,659		755			168
Other contracts	1,899		—			38		1,994		—			44		1,790			—				70		1,994		—			44
Subtotal			76,138			75,396				79,847			79,388					103,080				101,814				79,847			79,388
Total derivatives not designated as hedging instruments			77,356			76,645				81,186			79,999					104,552				102,564				81,186			79,999
Total derivatives before netting			83,895			81,075				88,474			83,781					114,041				107,681				88,474			83,781
Netting (3)			(65,486		)	(66,379	)			(65,869	)		(65,043	)				(94,142		)		(92,286	)			(65,869	)		(65,043	)
Total			$	18,409		14,696				22,605			18,738					$	19,899			15,395				22,605			18,738

(1)

Notional amounts presented exclude $1.9 billion of interest rate contracts at both ~~June~~September 30, 2015 and December 31, 2014, for certain derivatives that are combined for designation as a hedge on a single instrument. The notional amount for foreign exchange contracts at ~~June~~September 30, 2015, and December 31, 2014 excludes $~~4.1~~5.8 billion and $2.7 billion, respectively, for certain derivatives that are combined for designation as a hedge on a single instrument.


(2)	Includes economic hedge derivatives used to hedge the risk of changes in the fair value of residential MSRs, MHFS, loans, derivative loan commitments and other interests held.


(3)	Represents balance sheet netting of derivative asset and liability balances, related cash collateral and portfolio level counterparty valuation adjustments. See the next table in this Note for further information.

121

The following table provides information on the gross fair values of derivative assets and liabilities, the balance sheet netting adjustments and the resulting net fair value amount recorded on our balance sheet, as well as the non-cash collateral associated with such arrangements. We execute most of our derivative transactions under master netting arrangements. We reflect all derivative balances and related cash collateral subject to enforceable master netting arrangements on a net basis within the balance sheet. The “Gross amounts recognized” column in the following table includes ~~$67.6~~$96.7 billion and ~~$73.8~~$100.3 billion of gross derivative assets and liabilities, respectively, at ~~June~~September 30, 2015, and $69.6 billion and $75.0 billion, respectively, at December 31, 2014, with counterparties subject to enforceable master netting arrangements that are carried on the balance sheet net of offsetting amounts. The remaining gross derivative assets and liabilities of ~~$16.3~~$17.3 billion and $7.3 billion, respectively, at ~~June~~September 30, 2015 and $18.9 billion and $8.8 billion, respectively, at December 31, 2014, include those with counterparties subject to master netting arrangements for which we have not assessed the enforceability because they are with counterparties where we do not currently have positions to offset, those subject to master netting arrangements where we have not been able to confirm the enforceability and those not subject to master netting arrangements. As such, we do not net derivative balances or collateral within the balance sheet for these counterparties.

We determine the balance sheet netting adjustments based on the terms specified within each master netting arrangement. We disclose the balance sheet netting amounts within the column titled “Gross amounts offset in consolidated balance sheet.” Balance sheet netting adjustments are determined at the counterparty level for which there may be multiple contract types. For disclosure purposes, we allocate these adjustments to the contract type for each counterparty proportionally based upon the “Gross amounts recognized” by counterparty. As a result, the net amounts disclosed by contract type may not represent the actual exposure upon settlement of the contracts. Balance sheet netting does not include non-cash collateral that we receive and pledge. For disclosure purposes, we present the fair value of this non-cash collateral in the column titled “Gross amounts not offset in consolidated balance sheet (Disclosure-only netting)” within the table. We determine and allocate the Disclosure-only netting amounts in the same manner as balance sheet netting amounts.

The “Net amounts” column within the following table represents the aggregate of our net exposure to each counterparty after considering the balance sheet and Disclosure-only netting adjustments. We manage derivative exposure by monitoring the credit risk associated with each counterparty using counterparty specific credit risk limits, using master netting arrangements and obtaining collateral. Derivative contracts executed in over-the-counter markets include bilateral contractual arrangements that are not cleared through a central clearing organization but are typically subject to master netting arrangements. The percentage of our bilateral derivative transactions outstanding at period end in such markets, based on gross fair value, is provided within the following table. Other derivative contracts executed in over-the-counter or exchange-traded markets are settled through a central clearing organization and are excluded from this percentage. In addition to the netting amounts included in the table, we also have balance sheet netting related to resale and repurchase agreements that are disclosed within Note 10 (Guarantees, Pledged Assets and Collateral).

122

Note 12: Derivatives (continued)


(in millions)	Gross amounts recognized		Gross amounts offset in consolidated balance sheet (1)		Net amounts in consolidated balance sheet (2)	Gross amounts not offset in consolidated balance sheet (Disclosure-only netting) (3)		Net amounts	Percent exchanged in over-the-counter market (4)		Gross amounts recognized		Gross amounts offset in consolidated balance sheet (1)		Net amounts in consolidated balance sheet (2)	Gross amounts not offset in consolidated balance sheet (Disclosure-only netting) (3)		Net amounts	Percent exchanged in over-the-counter market (4)
June 30, 2015
September 30, 2015
Derivative assets
Interest rate contracts	$	61,698	(55,749	)	5,949	(808	)	5,141	39	%	$	92,013	(84,393	)	7,620	(928	)	6,692	30	%
Commodity contracts	4,642		(959	)	3,683	(1	)	3,682	35		5,218		(1,000	)	4,218	(62	)	4,156	32
Equity contracts	9,117		(3,187	)	5,930	(481	)	5,449	52		7,809		(2,811	)	4,998	(449	)	4,549	50
Foreign exchange contracts	7,695		(4,940	)	2,755	(9	)	2,746	99		8,343		(5,404	)	2,939	(9	)	2,930	99
Credit contracts-protection sold	101		(92	)	9	—		9	93		82		(72	)	10	—		10	90
Credit contracts-protection purchased	642		(559	)	83	(1	)	82	100		576		(462	)	114	(2	)	112	100
Total derivative assets	$	83,895	(65,486	)	18,409	(1,300	)	17,109			$	114,041	(94,142	)	19,899	(1,450	)	18,449
Derivative liabilities
Interest rate contracts	$	58,647	(53,848	)	4,799	(3,335	)	1,464	34	%	$	85,655	(80,128	)	5,527	(3,890	)	1,637	26	%
Commodity contracts	5,223		(1,141	)	4,082	(149	)	3,933	87		6,042		(1,065	)	4,977	(143	)	4,834	84
Equity contracts	6,328		(2,842	)	3,486	(243	)	3,243	83		5,123		(2,253	)	2,870	(217	)	2,653	81
Foreign exchange contracts	9,971		(7,871	)	2,100	(276	)	1,824	100		10,107		(8,321	)	1,786	(175	)	1,611	100
Credit contracts-protection sold	743		(606	)	137	(54	)	83	100		593		(463	)	130	(100	)	30	100
Credit contracts-protection purchased	125		(71	)	54	(36	)	18	74		91		(56	)	35	(15	)	20	78
Other contracts	38		—		38	—		38	100		70		—		70	—		70	100
Total derivative liabilities	$	81,075	(66,379	)	14,696	(4,093	)	10,603			$	107,681	(92,286	)	15,395	(4,540	)	10,855
December 31, 2014
Derivative assets
Interest rate contracts	$	63,698	(56,051	)	7,647	(769	)	6,878	45	%	$	63,698	(56,051	)	7,647	(769	)	6,878	45	%
Commodity contracts	7,461		(1,233	)	6,228	(72	)	6,156	27		7,461		(1,233	)	6,228	(72	)	6,156	27
Equity contracts	9,005		(2,842	)	6,163	(405	)	5,758	54		9,005		(2,842	)	6,163	(405	)	5,758	54
Foreign exchange contracts	7,404		(4,923	)	2,481	(85	)	2,396	98		7,404		(4,923	)	2,481	(85	)	2,396	98
Credit contracts-protection sold	151		(131	)	20	—		20	90		151		(131	)	20	—		20	90
Credit contracts-protection purchased	755		(689	)	66	(1	)	65	100		755		(689	)	66	(1	)	65	100
Total derivative assets	$	88,474	(65,869	)	22,605	(1,332	)	21,273			$	88,474	(65,869	)	22,605	(1,332	)	21,273
Derivative liabilities
Interest rate contracts	$	60,059	(54,394	)	5,665	(4,244	)	1,421	44	%	$	60,059	(54,394	)	5,665	(4,244	)	1,421	44	%
Commodity contracts	7,702		(1,459	)	6,243	(33	)	6,210	81		7,702		(1,459	)	6,243	(33	)	6,210	81
Equity contracts	7,038		(2,845	)	4,193	(484	)	3,709	82		7,038		(2,845	)	4,193	(484	)	3,709	82
Foreign exchange contracts	7,827		(5,511	)	2,316	(270	)	2,046	100		7,827		(5,511	)	2,316	(270	)	2,046	100
Credit contracts-protection sold	943		(713	)	230	(199	)	31	100		943		(713	)	230	(199	)	31	100
Credit contracts-protection purchased	168		(121	)	47	(18	)	29	86		168		(121	)	47	(18	)	29	86
Other contracts	44		—		44	—		44	100		44		—		44	—		44	100
Total derivative liabilities	$	83,781	(65,043	)	18,738	(5,248	)	13,490			$	83,781	(65,043	)	18,738	(5,248	)	13,490

(1)

Represents amounts with counterparties subject to enforceable master netting arrangements that have been offset in the consolidated balance sheet, including related cash collateral and portfolio level counterparty valuation adjustments. Counterparty valuation adjustments were $~~320~~390 million and $266 million related to derivative assets and $9499 million and $56 million related to derivative liabilities at ~~June~~September 30, 2015 and December 31, 2014, respectively. Cash collateral totaled $~~4.6~~6.5 billion and $~~5.7~~5.0 billion, netted against derivative assets and liabilities, respectively, at ~~June~~September 30, 2015, and $5.2 billion and $4.6 billion, respectively, at December 31, 2014.

(2)

Net derivative assets of $~~15.1~~15.2 billion and $16.9 billion are classified in Trading assets at ~~June~~September 30, 2015 and December 31, 2014, respectively. $~~3.3~~4.7 billion and $5.7 billion are classified in Other assets in the consolidated balance sheet at ~~June~~September 30, 2015 and December 31, 2014, respectively. Net derivative liabilities are classified in Accrued expenses and other liabilities in the consolidated balance sheet.


(3)	Represents non-cash collateral pledged and received against derivative assets and liabilities with the same counterparty that are subject to enforceable master netting arrangements. U.S. GAAP does not permit netting of such non-cash collateral balances in the consolidated balance sheet but requires disclosure of these amounts.

(4)

Represents derivatives executed in over-the-counter markets that are not settled through a central clearing organization. Over-the-counter percentages are calculated based on gross amounts recognized as of the respective balance sheet date. The remaining percentage represents derivatives settled through a central clearing organization, which are executed in either over-the-counter or exchange-traded markets.

123

Fair Value Hedges

We use derivatives to hedge against changes in fair value of certain financial instruments, including available-for-sale debt securities, mortgages held for sale, and long-term debt. For more information on fair value hedges, see Note 16 (Derivatives) to Financial Statements in our 2014 Form 10-K.

The following table shows the net gains (losses) recognized in the income statement related to derivatives in fair value hedging relationships. The entire derivative gain or loss is

included in the assessment of hedge effectiveness for all fair value hedge relationships, except for those involving foreign-currency denominated available-for-sale securities and long-term debt hedged with foreign currency forward derivatives for which the time value component of the derivative gain or loss related to the changes in the difference between the spot and forward price is excluded from the assessment of hedge effectiveness.


	Interest rate contracts hedging:							Foreign exchange contracts hedging:				Total net gains (losses) on fair value hedges		Interest rate contracts hedging:							Foreign exchange contracts hedging:				Total net gains (losses) on fair value hedges
(in millions)	Available- for-sale securities			Mortgages held for sale		Long-term debt		Available- for-sale securities		Long-term debt		Total net gains (losses) on fair value hedges		Available- for-sale securities			Mortgages held for sale		Long-term debt		Available- for-sale securities		Long-term debt		Total net gains (losses) on fair value hedges
Quarter ended June 30, 2015
Quarter ended September 30, 2015
Net interest income (expense) recognized on derivatives	$	(200	)	(4	)	479		(1	)	56		330		$	(199	)	(3	)	494		—		35		327
Gains (losses) recorded in noninterest income
Recognized on derivatives	1,352			19		(2,305	)	(116	)	264		(786	)	(1,182		)	(20	)	2,233		27		(200	)	858
Recognized on hedged item	(1,357		)	(21	)	2,068		111		(302	)	499		1,180			16		(2,039	)	(29	)	213		(659	)
Net recognized on fair value hedges (ineffective portion) (1)	$	(5	)	(2	)	(237	)	(5	)	(38	)	(287	)	$	(2	)	(4	)	194		(2	)	13		199
Quarter ended June 30, 2014
Quarter ended September 30, 2014
Net interest income (expense) recognized on derivatives	$	(178	)	(7	)	456		(6	)	77		342		$	(183	)	(2	)	467		(1	)	82		363
Gains (losses) recorded in noninterest income
Recognized on derivatives	(440		)	(11	)	795		(5	)	340		679		(28		)	1		18		294		(1,274	)	(989	)
Recognized on hedged item	427			8		(714	)	4		(300	)	(575	)	23			(5	)	37		(286	)	1,305		1,074
Net recognized on fair value hedges (ineffective portion) (1)	$	(13	)	(3	)	81		(1	)	40		104		$	(5	)	(4	)	55		8		31		85
Six months ended June 30, 2015
Nine months ended September 30, 2015
Net interest income (expense) recognized on derivatives	$	(386	)	(7	)	951		—		117		675		$	(585	)	(10	)	1,445		—		152		1,002
Gains (losses) recorded in noninterest income
Recognized on derivatives	686			6		(1,047	)	164		(1,623	)	(1,814	)	(496		)	(14	)	1,186		191		(1,823	)	(956	)
Recognized on hedged item	(696		)	(11	)	918		(158	)	1,647		1,700		484			5		(1,121	)	(187	)	1,860		1,041
Net recognized on fair value hedges (ineffective portion) (1)	$	(10	)	(5	)	(129	)	6		24		(114	)	$	(12	)	(9	)	65		4		37		85
Six months ended June 30, 2014
Nine months ended September 30, 2014
Net interest income (expense) recognized on derivatives	$	(353	)	(10	)	904		(8	)	150		683		$	(536	)	(12	)	1,371		(9	)	232		1,046
Gains (losses) recorded in noninterest income
Recognized on derivatives	(945		)	(26	)	1,783		(19	)	414		1,207		(973		)	(25	)	1,801		275		(860	)	218
Recognized on hedged item	924			19		(1,567	)	15		(374	)	(983	)	947			14		(1,530	)	(271	)	931		91
Net recognized on fair value hedges (ineffective portion) (1)	$	(21	)	(7	)	216		(4	)	40		224		$	(26	)	(11	)	271		4		71		309

(1)

The ~~second~~third quarter and first ~~half~~nine months of 2015, included $~~(2)~~(1) million and $~~(3)~~(4) million, respectively, and both the ~~second~~third quarter and first ~~half~~nine months of 2014 included $0 million of the time value component recognized as net interest income (expense) on forward derivatives hedging foreign currency available-for-sale securities and long-term debt that were excluded from the assessment of hedge effectiveness.

Cash Flow Hedges

We use derivatives to hedge certain financial instruments against future interest rate increases and to limit the variability of cash flows on certain financial instruments due to changes in the benchmark interest rate. For more information on cash flow hedges, see Note 16 (Derivatives) to Financial Statements in our 2014 Form 10-K.

Based upon current interest rates, we estimate that ~~$992 million~~$1.0 billion (pre tax) of deferred net gains on derivatives in OCI

at ~~June~~September 30, 2015, will be reclassified into net interest

income during the next twelve months. Future changes to interest rates may significantly change actual amounts reclassified to earnings. We are hedging our exposure to the variability of future cash flows for all forecasted transactions for a maximum of 7 years.

The following table shows the net gains (losses) recognized related to derivatives in cash flow hedging relationships.


	Quarter ended June 30,				Six months ended June 30,			Quarter ended September 30,				Nine months ended September 30,
(in millions)	2015			2014	2015		2014	2015		2014		2015	2014
Gains (losses) (pre tax) recognized in OCI on derivatives	$	(488	)	212	$	464	256	$	1,769	(34	)	2,233	222
Gains (pre tax) reclassified from cumulative OCI into net income (1)	268			115	502		221	293		127		795	348
Gains (losses) (pre tax) recognized in noninterest income for hedge ineffectiveness (2)	—			1	1		1	—		—		1	1


(1)	See Note 17 (Other Comprehensive Income) for detail on components of net income.


(2)	None of the change in value of the derivatives was excluded from the assessment of hedge effectiveness.

124

Note 12: Derivatives (continued)

Derivatives Not Designated as Hedging Instruments

We use economic hedges primarily to hedge the risk of changes in the fair value of certain residential MHFS, certain loans held for investment, residential MSRs measured at fair value, derivative loan commitments and other interests held. The resulting gain or loss on these economic hedge derivatives is reflected in mortgage banking noninterest income, net gains (losses) from equity investments and other noninterest income.

The derivatives used to hedge MSRs measured at fair value, resulted in net derivative ~~losses~~gains of ~~$946 million~~$1.1 billion and ~~$65 million~~$1.0 billion in the ~~second~~third quarter and first ~~half~~nine months of 2015, respectively, and ~~net derivative gains of $1.3 billion~~$17 million and $2.2 billion in the ~~second~~third quarter and first ~~half~~nine months of 2014, respectively, which are included in mortgage banking noninterest income. The aggregate fair value of these derivatives was a net ~~liability~~asset of ~~$190~~$561 million at ~~June~~September 30, 2015, and ~~a net asset of~~ $492 million at December 31, 2014. The change in fair value of these derivatives for each period end is due to changes in the

underlying market indices and interest rates as

well as the purchase and sale of derivative financial instruments throughout the period as part of our dynamic MSR risk management process.

Interest rate lock commitments for mortgage loans that we intend to sell are considered derivatives. The aggregate fair value of derivative loan commitments on the balance sheet was a net asset of $36160 million and $98 million at ~~June~~September 30, 2015, and December 31, 2014, respectively, and is included in the caption “Interest rate contracts” under “Customer accommodation, trading and other derivatives” in the first table in this Note.

For more information on economic hedges and other derivatives, see Note 16 (Derivatives) to Financial Statements in our 2014 Form 10-K.

The following table shows the net gains recognized in the income statement related to derivatives not designated as hedging instruments.


	Quarter ended June 30,					Six months ended June 30,				Quarter ended September 30,					Nine months ended September 30,
(in millions)	2015			2014		2015		2014		2015			2014		2015		2014
Net gains (losses) recognized on economic hedges derivatives:
Interest rate contracts Recognized in noninterest income:
Mortgage banking (1)	$	(383	)	475		264		841		$	621		85		885		926
Other (2)	114			(66	)	50		(125	)	(92		)	(25	)	(42	)	(150	)
Equity contracts (3)	25			47		5		123		(90		)	(47	)	(85	)	76
Foreign exchange contracts (2)	(670		)	(117	)	(22	)	(48	)	325			530		303		482
Credit contracts (2)										—			(1	)	—		(1	)
Subtotal (4)	(914		)	339		297		791		764			542		1,061		1,333
Net gains (losses) recognized on customer accommodation, trading and other derivatives:
Interest rate contracts Recognized in noninterest income:
Mortgage banking (5)	(23		)	498		364		788		442			142		806		930
Other (6)	489			(337	)	396		(728	)	(340		)	4		56		(724	)
Commodity contracts (6)	13			(13	)	44		37		10			23		54		60
Equity contracts (6)	(139		)	(214	)	50		(308	)	747			(197	)	797		(505	)
Foreign exchange contracts (6)	215			152		325		414		286			185		611		599
Credit contracts (6)	7			5		(1	)	32		37			9		36		41
Other (4)(6)	15			(2	)	7		(9	)	(33		)	(12	)	(26	)	(21	)
Subtotal (4)	577			89		1,185		226		1,149			154		2,334		380
Net gains recognized related to derivatives not designated as hedging instruments	$	(337	)	428		1,482		1,017		$	1,913		696		3,395		1,713


(1)	Predominantly mortgage banking noninterest income including gains (losses) on the derivatives used as economic hedges of MSRs measured at fair value, interest rate lock commitments and mortgages held for sale.


(2)	Predominantly included in other noninterest income.


(3)	Predominantly included in net gains (losses) from equity investments in noninterest income.


(4)	Prior period has been revised to conform with current period presentation.


(5)	Predominantly mortgage banking noninterest income including gains (losses) on interest rate lock commitments.


(6)	Predominantly included in net gains from trading activities in noninterest income.

125

Credit Derivatives

Credit derivative contracts are arrangements whose value is derived from the transfer of credit risk of a reference asset or entity from one party (the purchaser of credit protection) to another party (the seller of credit protection). We use credit derivatives primarily to assist customers with their risk management objectives. We may also use credit derivatives in structured product transactions or liquidity agreements written to special purpose vehicles. The maximum exposure of sold credit derivatives is managed through posted collateral, purchased credit derivatives and similar products in order to achieve our desired credit risk profile. This credit risk management provides an ability to recover a significant portion of any amounts that would be paid under the sold credit derivatives. We would be

required to perform under the noted credit derivatives in the event of default by the referenced obligors. Events of default include events such as bankruptcy, capital restructuring or lack of principal and/or interest payment. In certain cases, other triggers may exist, such as the credit downgrade of the referenced obligors or the inability of the special purpose vehicle for which we have provided liquidity to obtain funding.

The following table provides details of sold and purchased credit derivatives.


			Notional amount								Notional amount
(in millions)	Fair value liability		Protection sold (A)	Protection sold - non- investment grade	Protection purchased with identical underlyings (B)	Net protection sold (A) - (B)	Other protection purchased	Range of maturities	Fair value liability		Protection sold (A)	Protection sold - non- investment grade	Protection purchased with identical underlyings (B)	Net protection sold (A) - (B)	Other protection purchased	Range of maturities
June 30, 2015
September 30, 2015
Credit default swaps on:
Corporate bonds	$	11	5,316	1,886	3,985	1,331	2,499	2015 - 2021	$	29	5,131	1,801	3,889	1,242	2,514	2015 - 2025
Structured products	483		854	682	536	318	224	2017 - 2052	340		680	539	456	224	126	2017 - 2052
Credit protection on:
Default swap index	—		952	196	860	92	1,183	2015 - 2020	—		1,762	302	968	794	1,794	2015 - 2020
Commercial mortgage-backed securities index	229		844	5	660	184	460	2047 - 2057	205		833	—	728	105	392	2047 - 2057
Asset-backed securities index	19		49	1	1	48	75	2045 - 2046	18		48	—	1	47	72	2045 - 2046
Other	1		2,568	2,568	—	2,568	7,394	2015 - 2025	1		2,605	2,605	—	2,605	8,378	2015 - 2025
Total credit derivatives	$	743	10,583	5,338	6,042	4,541	11,835		$	593	11,059	5,247	6,042	5,017	13,276
December 31, 2014
Credit default swaps on:
Corporate bonds	$	23	6,344	2,904	4,894	1,450	2,831	2015 - 2021	$	23	6,344	2,904	4,894	1,450	2,831	2015 - 2021
Structured products	654		1,055	874	608	447	277	2017 - 2052	654		1,055	874	608	447	277	2017 - 2052
Credit protection on:
Default swap index	—		1,659	292	777	882	1,042	2015 - 2019	—		1,659	292	777	882	1,042	2015 - 2019
Commercial mortgage-backed securities index	246		1,058	—	608	450	355	2047 - 2063	246		1,058	—	608	450	355	2047 - 2063
Asset-backed securities index	19		52	1	1	51	81	2045 - 2046	19		52	1	1	51	81	2045 - 2046
Other	1		2,136	2,136	—	2,136	5,185	2015 - 2025	1		2,136	2,136	—	2,136	5,185	2015 - 2025
Total credit derivatives	$	943	12,304	6,207	6,888	5,416	9,771		$	943	12,304	6,207	6,888	5,416	9,771

Protection sold represents the estimated maximum exposure to loss that would be incurred under an assumed hypothetical circumstance, where the value of our interests and any associated collateral declines to zero, without any consideration of recovery or offset from any economic hedges. We believe this hypothetical circumstance to be an extremely remote possibility and accordingly, this required disclosure is not an indication of expected loss. The amounts under non-investment grade represent the notional amounts of those credit derivatives on which we have a higher risk of being required to perform under the terms of the credit derivative and are a function of the underlying assets.

We consider the risk of performance to be high if the underlying assets under the credit derivative have an external rating that is below investment grade or an internal credit default grade that is equivalent thereto. We believe the net protection sold, which is representative of the net notional amount of protection sold and purchased with identical underlyings, in combination with other protection purchased, is more representative of our exposure to loss than either non-investment grade or protection sold. Other protection purchased represents additional protection, which may offset the exposure to loss for protection sold, that was not purchased with an identical underlying of the protection sold.

126

Note 12: Derivatives (continued)

Credit-Risk Contingent Features

Certain of our derivative contracts contain provisions whereby if the credit rating of our debt were to be downgraded by certain major credit rating agencies, the counterparty could demand additional collateral or require termination or replacement of derivative instruments in a net liability position. The aggregate fair value of all derivative instruments with such credit-risk-related contingent features that are in a net liability position was ~~$11.6~~$12.6 billion at ~~June~~September 30, 2015, and $13.6 billion at December 31, 2014, for which we posted ~~$8.7~~$9.0 billion and $10.5 billion, respectively, in collateral in the normal course of business. If the credit rating of our debt had been downgraded below investment grade, which is the credit-risk-related contingent feature that if triggered requires the maximum amount of collateral to be posted, on ~~June~~September 30, 2015, or December 31, 2014, we would have been required to post additional collateral of ~~$2.9~~$3.5 billion or $3.1 billion, respectively, or potentially settle the contract in an amount equal to its fair value. Some contracts require that we provide more collateral than the fair value of derivatives that are in a net liability position if a downgrade occurs.

Counterparty Credit Risk

By using derivatives, we are exposed to counterparty credit risk if counterparties to the derivative contracts do not perform as expected. If a counterparty fails to perform, our counterparty credit risk is equal to the amount reported as a derivative asset on our balance sheet. The amounts reported as a derivative asset are derivative contracts in a gain position, and to the extent subject to legally enforceable master netting arrangements, net of derivatives in a loss position with the same counterparty and cash collateral received. We minimize counterparty credit risk through credit approvals, limits, monitoring procedures, executing master netting arrangements and obtaining collateral, where appropriate. To the extent the master netting arrangements and other criteria meet the applicable requirements, including determining the legal enforceability of the arrangement, it is our policy to present derivative balances and related cash collateral amounts net on the balance sheet. We incorporate credit valuation adjustments (CVA) to reflect counterparty credit risk in determining the fair value of our derivatives. Such adjustments, which consider the effects of enforceable master netting agreements and collateral arrangements, reflect market-based views of the credit quality of each counterparty. Our CVA calculation is determined based on observed credit spreads in the credit default swap market and indices indicative of the credit quality of the counterparties to our derivatives.

127

Note 13: Fair Values of Assets and Liabilities

We use fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Assets and liabilities recorded at fair value on a recurring basis are presented in the recurring table in this Note. From time to time, we may be required to record at fair value other assets on a nonrecurring basis, such as certain residential and commercial MHFS, certain LHFS, loans held for investment and certain other assets. These nonrecurring fair value adjustments typically involve application of lower-of-cost-or-market accounting or write-downs of individual assets.

See Note 1 (Summary of Significant Accounting Policies) to Financial Statements in our 2014 Form 10-K for discussion of how we determine fair value. For descriptions of the valuation methodologies we use for assets and liabilities recorded at fair value on a recurring or nonrecurring basis and for estimating fair value for financial instruments that are not recorded at fair value, see Note 17 (Fair Values of Assets and Liabilities) to Financial Statements in our 2014 Form 10-K.

FAIR VALUE HIERARCHY We group our assets and liabilities measured at fair value in three levels based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are:

Level 1 – Valuation is based upon quoted prices for identical instruments traded in active markets.

Level 2 – Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

Level 3 – Valuation is generated from techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.

Fair Value Measurements from Vendors

For certain assets and liabilities, we obtain fair value measurements from vendors, which predominantly consist of third party pricing services, and record the unadjusted fair value in our financial statements. For additional information, see Note 17 (Fair Values of Assets and Liabilities) to Financial Statements in our 2014 Form 10-K. The detail by level is shown in the table below. Fair value measurements obtained from brokers or third party pricing services that we have adjusted to determine the fair value recorded in our financial statements are not included in the following table.


	Brokers					Third party pricing services				Brokers					Third party pricing services
(in millions)	Level 1		Level 2		Level 3	Level 1	Level 2		Level 3	Level 1		Level 2		Level 3	Level 1	Level 2		Level 3
June 30, 2015
September 30, 2015
Trading assets (excluding derivatives)	$	—	—		—	3	54		—	$	—	—		—	—	7		—
Available-for-sale securities:
Securities of U.S. Treasury and federal agencies	—		—		—	29,989	5,955		—	—		—		—	29,430	5,993		—
Securities of U.S. states and political subdivisions	—		31		—	—	46,333		53	—		—		—	—	47,506		54
Mortgage-backed securities	—		183		—	—	123,562		103	—		152		—	—	127,541		84
Other debt securities (1)	—		561		554	—	45,545		468	—		305		463	—	47,979		449
Total debt securities	—		775		554	29,989	221,395		624	—		457		463	29,430	229,019		587
Total marketable equity securities	—		—		—	—	501		—	—		—		—	—	494		—
Total available-for-sale securities	—		775		554	29,989	221,896		624	—		457		463	29,430	229,513		587
Derivatives (trading and other assets)	—		—		—	—	253		—	—		—		—	—	228		—
Derivatives (liabilities)	—		—		—	—	(249	)	—	—		—		—	—	(224	)	—
Other liabilities	—		—		—	—	—		—	—		—		—	—	(1	)	—
December 31, 2014
Trading assets (excluding derivatives)	$	—	—		—	2	105		—	$	—	—		—	2	105		—
Available-for-sale securities:
Securities of U.S. Treasury and federal agencies	—		—		—	19,899	5,905		—	—		—		—	19,899	5,905		—
Securities of U.S. states and political subdivisions	—		—		—	—	42,666		61	—		—		—	—	42,666		61
Mortgage-backed securities	—		152		—	—	135,997		133	—		152		—	—	135,997		133
Other debt securities (1)	—		1,035		601	—	41,933		541	—		1,035		601	—	41,933		541
Total debt securities	—		1,187		601	19,899	226,501		735	—		1,187		601	19,899	226,501		735
Total marketable equity securities	—		—		—	—	569		—	—		—		—	—	569		—
Total available-for-sale securities	—		1,187		601	19,899	227,070		735	—		1,187		601	19,899	227,070		735
Derivatives (trading and other assets)	—		1		—	—	290		—	—		1		—	—	290		—
Derivatives (liabilities)	—		(1	)	—	—	(292	)	—	—		(1	)	—	—	(292	)	—
Other liabilities	—		—		—	—	(1	)	—	—		—		—	—	(1	)	—


(1)	Includes corporate debt securities, collateralized loan and other debt obligations, asset-backed securities, and other debt securities.

128

Note 13: Fair Values of Assets and Liabilities (continued)

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

The following two tables present the balances of assets and liabilities recorded at fair value on a recurring basis.


(in millions)	Level 1			Level 2		Level 3			Netting			Total		Level 1			Level 2		Level 3			Netting			Total
June 30, 2015
September 30, 2015
Trading assets (excluding derivatives)
Securities of U.S. Treasury and federal agencies	$	11,038		4,037		—			—			15,075		$	11,052		3,389		—			—			14,441
Securities of U.S. states and political subdivisions	—			2,174		8			—			2,182		—			1,639		9			—			1,648
Collateralized loan and other debt obligations (1)	—			370		407			—			777		—			413		390			—			803
Corporate debt securities	—			7,818		33			—			7,851		—			7,016		46			—			7,062
Mortgage-backed securities	—			20,826		—			—			20,826		—			21,377		—			—			21,377
Asset-backed securities	—			1,232		—			—			1,232		—			1,088		—			—			1,088
Equity securities	15,209			84		1			—			15,294		11,329			88		1			—			11,418
Total trading securities (2)	26,247			36,541		449			—			63,237		22,381			35,010		446			—			57,837
Other trading assets	—			1,799		62			—			1,861		—			820		34			—			854
Total trading assets (excluding derivatives)	26,247			38,340		511			—			65,098		22,381			35,830		480			—			58,691
Securities of U.S. Treasury and federal agencies	29,989			5,955		—			—			35,944		29,430			5,993		—			—			35,423
Securities of U.S. states and political subdivisions	—			46,409		1,889		(3)	—			48,298		—			47,506		1,917		(3)	—			49,423
Mortgage-backed securities:
Federal agencies	—			100,078		—			—			100,078		—			105,023		—			—			105,023
Residential	—			8,461		—			—			8,461		—			8,128		—			—			8,128
Commercial	—			15,206		103			—			15,309		—			14,624		84			—			14,708
Total mortgage-backed securities	—			123,745		103			—			123,848		—			127,775		84			—			127,859
Corporate debt securities	65			14,575		334			—			14,974		64			15,045		381			—			15,490
Collateralized loan and other debt obligations (4)	—			28,399		924		(3)	—			29,323		—			29,329		725		(3)	—			30,054
Asset-backed securities:
Auto loans and leases	—			26		260		(3)	—			286		—			14		248		(3)	—			262
Home equity loans	—			457		—			—			457		—			428		—			—			428
Other asset-backed securities	—			3,710		1,320		(3)	—			5,030		—			4,276		1,240		(3)	—			5,516
Total asset-backed securities	—			4,193		1,580			—			5,773		—			4,718		1,488			—			6,206
Other debt securities	—			20		—			—			20		—			10		—			—			10
Total debt securities	30,054			223,296		4,830			—			258,180		29,494			230,376		4,595			—			264,465
Marketable equity securities:
Perpetual preferred securities	456			502		—			—			958		446			494		—			—			940
Other marketable equity securities	1,506			23		—			—			1,529		1,001			—		—			—			1,001
Total marketable equity securities	1,962			525		—			—			2,487		1,447			494		—			—			1,941
Total available-for-sale securities	32,016			223,821		4,830			—			260,667		30,941			230,870		4,595			—			266,406
Mortgages held for sale	—			19,916		1,623			—			21,539		—			16,165		1,462			—			17,627
Loans held for sale	—			—		—			—			—		—			—		—			—			—
Loans	—			—		5,651			—			5,651		—			—		5,529			—			5,529
Mortgage servicing rights (residential)	—			—		12,661			—			12,661		—			—		11,778			—			11,778
Derivative assets:
Interest rate contracts	77			61,302		319			—			61,698		85			91,468		460			—			92,013
Commodity contracts	—			4,627		15			—			4,642		—			5,191		27			—			5,218
Equity contracts	4,357			3,578		1,182			—			9,117		3,900			3,014		895			—			7,809
Foreign exchange contracts	33			7,662		—			—			7,695		114			8,206		23			—			8,343
Credit contracts	—			375		368			—			743		—			357		301			—			658
Netting	—			—		—			(65,486	)	(5)	(65,486	)	—			—		—			(94,142	)	(5)	(94,142	)
Total derivative assets (6)	4,467			77,544		1,884			(65,486	)		18,409		4,099			108,236		1,706			(94,142	)		19,899
Other assets	—			—		2,711			—			2,711		—			—		2,808			—			2,808
Total assets recorded at fair value	$	62,730		359,621		29,871			(65,486	)		386,736		$	57,421		391,101		28,358			(94,142	)		382,738
Derivative liabilities:
Interest rate contracts	$	(32	)	(58,548	)	(67	)		—			(58,647	)	$	(43	)	(85,595	)	(17	)		—			(85,655	)
Commodity contracts	—			(5,211	)	(12	)		—			(5,223	)	—			(6,019	)	(23	)		—			(6,042	)
Equity contracts	(1,082		)	(3,879	)	(1,367	)		—			(6,328	)	(969		)	(3,155	)	(999	)		—			(5,123	)
Foreign exchange contracts	(32		)	(9,939	)	—			—			(9,971	)	(113		)	(9,971	)	(23	)		—			(10,107	)
Credit contracts	—			(383	)	(485	)		—			(868	)	—			(342	)	(342	)		—			(684	)
Other derivative contracts	—			—		(38	)		—			(38	)	—			—		(70	)		—			(70	)
Netting	—			—		—			66,379		(5)	66,379		—			—		—			92,286		(5)	92,286
Total derivative liabilities (6)	(1,146		)	(77,960	)	(1,969	)		66,379			(14,696	)	(1,125		)	(105,082	)	(1,474	)		92,286			(15,395	)
Short sale liabilities:
Securities of U.S. Treasury and federal agencies	(8,690		)	(1,168	)	—			—			(9,858	)	(9,754		)	(968	)	—			—			(10,722	)
Securities of U.S. states and political subdivisions	—			(10	)	—			—			(10	)	—			—		—			—			—
Corporate debt securities	—			(4,151	)	—			—			(4,151	)	—			(4,292	)	—			—			(4,292	)
Equity securities	(1,863		)	(2	)	—			—			(1,865	)	(2,396		)	(2	)	—			—			(2,398	)
Other securities	—			(18	)	(1	)		—			(19	)	—			(21	)	—			—			(21	)
Total short sale liabilities	(10,553		)	(5,349	)	(1	)		—			(15,903	)	(12,150		)	(5,283	)	—			—			(17,433	)
Other liabilities (excluding derivatives)	—			—		(30	)		—			(30	)	—			—		(20	)		—			(20	)
Total liabilities recorded at fair value	$	(11,699	)	(83,309	)	(2,000	)		66,379			(30,629	)	$	(13,275	)	(110,365	)	(1,494	)		92,286			(32,848	)


(1)	The entire balance is collateralized loan obligations.


(2)	Net gains (losses) from trading activities recognized in the income statement for the first ~~half~~nine months of~~June 30,~~ 2015 and 2014 include $~~(470)~~(985) million and $~~216~~90 million in net unrealized gains (losses) on trading securities held at ~~June~~September 30, 2015 and 2014, respectively.


(3)	Balances consist of securities that are mostly investment grade based on ratings received from the ratings agencies or internal credit grades categorized as investment grade if external ratings are not available. The securities are classified as Level 3 due to limited market activity.


(4)	Includes collateralized debt obligations of $~~407~~316 million.


(5)	Represents balance sheet netting of derivative asset and liability balances, related cash collateral and portfolio level counterparty valuation adjustments. See Note 12 (Derivatives) for additional information.


(6)	Derivative assets and derivative liabilities include contracts qualifying for hedge accounting, economic hedges, and derivatives included in trading assets and trading liabilities, respectively.

(continued on following page)

129

(continued from previous page)



(in millions)	Level 1			Level 2		Level 3			Netting			Total
December 31, 2014
Trading assets (excluding derivatives)
Securities of U.S. Treasury and federal agencies	$	10,506		3,886		—			—			14,392
Securities of U.S. states and political subdivisions	—			1,537		7			—			1,544
Collateralized loan and other debt obligations (1)	—			274		445			—			719
Corporate debt securities	—			7,517		54			—			7,571
Mortgage-backed securities	—			16,273		—			—			16,273
Asset-backed securities	—			776		79			—			855
Equity securities	18,512			38		10			—			18,560
Total trading securities (2)	29,018			30,301		595			—			59,914
Other trading assets	—			1,398		55			—			1,453
Total trading assets (excluding derivatives)	29,018			31,699		650			—			61,367
Securities of U.S. Treasury and federal agencies	19,899			5,905		—			—			25,804
Securities of U.S. states and political subdivisions	—			42,667		2,277		(3)	—			44,944
Mortgage-backed securities:
Federal agencies	—			110,089		—			—			110,089
Residential	—			9,245		24			—			9,269
Commercial	—			16,885		109			—			16,994
Total mortgage-backed securities	—			136,219		133			—			136,352
Corporate debt securities	83			14,451		252			—			14,786
Collateralized loan and other debt obligations (4)	—			24,274		1,087		(3)	—			25,361
Asset-backed securities:
Auto loans and leases	—			31		245		(3)	—			276
Home equity loans	—			662		—			—			662
Other asset-backed securities	—			4,189		1,372		(3)	—			5,561
Total asset-backed securities	—			4,882		1,617			—			6,499
Other debt securities	—			20		—			—			20
Total debt securities	19,982			228,418		5,366			—			253,766
Marketable equity securities:
Perpetual preferred securities (5)	468			569		663		(3)	—			1,700
Other marketable equity securities	1,952			24		—			—			1,976
Total marketable equity securities	2,420			593		663			—			3,676
Total available-for-sale securities	22,402			229,011		6,029			—			257,442
Mortgages held for sale	—			13,252		2,313			—			15,565
Loans held for sale	—			1		—			—			1
Loans	—			—		5,788			—			5,788
Mortgage servicing rights (residential)	—			—		12,738			—			12,738
Derivative assets:
Interest rate contracts	27			63,306		365			—			63,698
Commodity contracts	—			7,438		23			—			7,461
Equity contracts	4,102			3,544		1,359			—			9,005
Foreign exchange contracts	65			7,339		—			—			7,404
Credit contracts	—			440		466			—			906
Netting	—			—		—			(65,869	)	(6)	(65,869	)
Total derivative assets (7)	4,194			82,067		2,213			(65,869	)		22,605
Other assets	—			—		2,593			—			2,593
Total assets recorded at fair value	$	55,614		356,030		32,324			(65,869	)		378,099
Derivative liabilities:
Interest rate contracts	$	(29	)	(59,958	)	(72	)		—			(60,059	)
Commodity contracts	—			(7,680	)	(22	)		—			(7,702	)
Equity contracts	(1,290		)	(4,305	)	(1,443	)		—			(7,038	)
Foreign exchange contracts	(60		)	(7,767	)	—			—			(7,827	)
Credit contracts	—			(456	)	(655	)		—			(1,111	)
Other derivative contracts	—			—		(44	)		—			(44	)
Netting	—			—		—			65,043		(6)	65,043
Total derivative liabilities (7)	(1,379		)	(80,166	)	(2,236	)		65,043			(18,738	)
Short sale liabilities:
Securities of U.S. Treasury and federal agencies	(7,043		)	(1,636	)	—			—			(8,679	)
Securities of U.S. states and political subdivisions	—			(26	)	—			—			(26	)
Corporate debt securities	—			(5,055	)	—			—			(5,055	)
Equity securities	(2,259		)	(2	)	—			—			(2,261	)
Other securities	—			(73	)	(6	)		—			(79	)
Total short sale liabilities	(9,302		)	(6,792	)	(6	)		—			(16,100	)
Other liabilities (excluding derivatives)	—			—		(28	)		—			(28	)
Total liabilities recorded at fair value	$	(10,681	)	(86,958	)	(2,270	)		65,043			(34,866	)


(1)	The entire balance is collateralized loan obligations.


(2)	Net gains from trading activities recognized in the income statement for the year ended December 31, 2014, include $211 million in net unrealized ~~losses~~gains on trading securities held at December 31, 2014.


(3)	Balances consist of securities that are mostly investment grade based on ratings received from the ratings agencies or internal credit grades categorized as investment grade if external ratings are not available. The securities are classified as Level 3 due to limited market activity.


(4)	Includes collateralized debt obligations of $500 million.


(5)	Perpetual preferred securities include ARS and corporate preferred securities. See Note 7 (Securitizations and Variable Interest Entities) for additional information.


(6)	Represents balance sheet netting of derivative asset and liability balances, related cash collateral and portfolio level counterparty valuation adjustments. See Note 12 (Derivatives) for additional information.


(7)	Derivative assets and derivative liabilities include contracts qualifying for hedge accounting, economic hedges, and derivatives included in trading assets and trading liabilities, respectively.

130

Note 13: Fair Values of Assets and Liabilities (continued)

Changes in Fair Value Levels

We monitor the availability of observable market data to assess the appropriate classification of financial instruments within the fair value hierarchy and transfer between Level 1, Level 2, and Level 3 accordingly. Observable market data includes but is not limited to quoted prices and market transactions. Changes in economic conditions or market liquidity generally will drive changes in availability of observable market data. Changes in availability of observable market data, which also may result in

changing the valuation technique used, are generally the cause of transfers between Level 1, Level 2, and Level 3.

Transfers into and out of Level 1, Level 2, and Level 3 for the periods presented are provided within the following table. The amounts reported as transfers represent the fair value as of the beginning of the quarter in which the transfer occurred.


	Transfers Between Fair Value Levels														Transfers Between Fair Value Levels
	Level 1					Level 2				Level 3 (1)					Level 1					Level 2				Level 3 (1)
(in millions)	In			Out		In		Out		In		Out		Total	In			Out		In		Out		In		Out		Total
Quarter ended June 30, 2015
Quarter ended September 30, 2015
Trading assets (excluding derivatives)	$	—		—		83		—		—		(83	)	—	$	—		(8	)	10		(10	)	10		(2	)	—
Available-for-sale securities ~~(2)~~	—			—		24		—		—		(24	)	—	—			—		—		—		—		—		—
Mortgages held for sale	—			—		386		(53	)	53		(386	)	—	—			—		11		(60	)	60		(11	)	—
Loans	—			—		—		—		—		—		—	—			—		—		—		—		—		—
Net derivative assets and liabilities ~~(3)~~(2)	—			—		18		—		—		(18	)	—	—			—		(3	)	—		—		3		—
Short sale liabilities	—			—		—		—		—		—		—	—			1		(1	)	—		—		—		—
Total transfers	$	—		—		511		(53	)	53		(511	)	—	$	—		(7	)	17		(70	)	70		(10	)	—
Quarter ended June 30, 2014
Quarter ended September 30, 2014
Trading assets (excluding derivatives)	$	—		—		38		—		—		(38	)	—	$	—		—		15		(1	)	1		(15	)	—
Available-for-sale securities	—			—		97		(53	)	53		(97	)	—	—			—		218		—		—		(218	)	—
Mortgages held for sale	—			—		98		(139	)	139		(98	)	—	—			—		24		(36	)	36		(24	)	—
Loans	—			—		—		(270	)	270		—		—	—			—		—		—		—		—		—
Net derivative assets and liabilities ~~(3)~~(2)	—			—		(132	)	3		(3	)	132		—	—			—		(16	)	83		(83	)	16		—
Total transfers	$	—		—		101		(459	)	459		(101	)	—	$	—		—		241		46		(46	)	(241	)	—
Six months ended June 30, 2015
Nine months ended September 30, 2015
Trading assets (excluding derivatives)	$	16		(3	)	93		(16	)	1		(91	)	—	$	16		(11	)	103		(26	)	11		(93	)	—
Available-for-sale securities ~~(2)~~(3)	—			—		76		—		—		(76	)	—	—			—		76		—		—		(76	)	—
Mortgages held for sale	—			—		453		(95	)	95		(453	)	—	—			—		464		(155	)	155		(464	)	—
Loans	—			—		—		—		—		—		—	—			—		—		—		—		—		—
Net derivative assets and liabilities ~~(3)~~(4)	—			—		52		12		(12	)	(52	)	—	—			—		49		12		(12	)	(49	)	—
Short sale liabilities	(1		)	—		—		1		—		—		—	(1		)	1		(1	)	1		—		—		—
Total transfers	$	15		(3	)	674		(98	)	84		(672	)	—	$	15		(10	)	691		(168	)	154		(682	)	—
Six months ended June 30, 2014
Nine months ended September 30, 2014
Trading assets (excluding derivatives)	$	—		—		40		(28	)	28		(40	)	—	$	—		—		55		(29	)	29		(55	)	—
Available-for-sale securities	—			(8	)	105		(148	)	148		(97	)	—	—			(8	)	323		(148	)	148		(315	)	—
Mortgages held for sale	—			—		122		(196	)	196		(122	)	—	—			—		146		(232	)	232		(146	)	—
Loans	—			—		49		(270	)	270		(49	)	—	—			—		49		(270	)	270		(49	)	—
Net derivative assets and liabilities ~~(3)~~(2)	—			—		(87	)	—		—		87		—	—			—		(103	)	83		(83	)	103		—
Total transfers	$	—		(8	)	229		(642	)	642		(221	)	—	$	—		(8	)	470		(596	)	596		(462	)	—


(1)	All transfers in and out of Level 3 are disclosed within the recurring Level 3 rollforward table in this Note.


(2)	Includes net derivative liabilities that were transferred from Level 3 to Level 2 due to increased observable market data. Also includes net derivative liabilities that were transferred from Level 2 to Level 3 due to a decrease in observable market data.


(3)	Transfers out of Level 3 exclude $640 million in auction rate perpetual preferred equity securities that were transferred in second quarter 2015 from available-for-sale securities to nonmarketable equity investments in other assets. See Note 6 (Other Assets) for additional information.


~~(3)~~(4)	Includes net derivative assets that were transferred from Level 3 to Level 2 due to increased observable market data. Also includes net derivative liabilities that were transferred from Level 2 to Level 3 due to a decrease in observable market data.

131

The changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the quarter ended ~~June~~September 30, 2015, are summarized as follows:


				Total net gains (losses) included in				Purchases, sales, issuances and settlements, net (1)											Net unrealized gains (losses) included in income related to assets and liabilities held at period end							Total net gains (losses) included in					Purchases, sales, issuances and settlements, net (1)											Net unrealized gains (losses) included in income related to assets and liabilities held at period end
(in millions)	Balance, beginning of period			Net income		Other compre- hensive income				Transfers into Level 3		Transfers out of Level 3			Balance, end of period			(2)			Balance, beginning of period				Net income			Other compre- hensive income			Purchases, sales, issuances and settlements, net (1)		Transfers into Level 3		Transfers out of Level 3			Balance, end of period			(2)
Quarter ended June 30, 2015								Purchases, sales, issuances and settlements, net (1)
Quarter ended September 30, 2015
Trading assets (excluding derivatives):
Securities of U.S. states and political subdivisions	$	6		—		—		2			—		—			8			—			$	8			—			—		1			—		—			9			—
Collateralized loan and other debt obligations	381			21		—		5			—		—			407			13			407				(3	)		—		(14	)		—		—			390			—
Corporate debt securities	31			—		—		4			—		(2	)		33			—			33				(1	)		—		6			10		(2	)		46			(2	)
Mortgage-backed securities	—			—		—		—			—		—			—			—			—				—			—		—			—		—			—			—
Asset-backed securities	81			—		—		—			—		(81	)		—			—			—				—			—		—			—		—			—			—
Equity securities	10			1		—		(10	)		—		—			1			—			1				—			—		—			—		—			1			—
Total trading securities	509			22		—		1			—		(83	)		449			13			449				(4	)		—		(7	)		10		(2	)		446			(2	)
Other trading assets	64			(1	)	—		(1	)		—					62			1			62				(1	)		—		(27	)		—		—			34			(25	)
Total trading assets (excluding derivatives)	573			21		—		—			—		(83	)		511			14		(3)	511				(5	)		—		(34	)		10		(2	)		480			(27	)	(3)
Available-for-sale securities:
Securities of U.S. states and political subdivisions	1,980			4		(12	)	(59	)		—		(24	)		1,889			—			1,889				1			1		26			—		—			1,917			—
Mortgage-backed securities:
Residential	—			—		—		—			—		—			—			—			—				—			—		—			—		—			—			—
Commercial	104			—		(1	)	—			—		—			103			—			103				5			(7	)	(17	)		—		—			84			(2	)
Total mortgage-backed securities	104			—		(1	)	—			—		—			103			—			103				5			(7	)	(17	)		—		—			84			(2	)
Corporate debt securities	312			3		(3	)	22			—		—			334			2			334				4			(9	)	52			—		—			381			(4	)
Collateralized loan and other debt obligations	1,053			32		5		(166	)		—		—			924			—			924				71			(76	)	(194	)		—		—			725			—
Asset-backed securities:
Auto loans and leases	249			—		11		—			—		—			260			—			260				—			(12	)	—			—		—			248			—
Other asset-backed securities	1,206			1		2		111			—		—			1,320			—			1,320				—			(6	)	(74	)		—		—			1,240			—
Total asset-backed securities	1,455			1		13		111			—		—			1,580			—			1,580				—			(18	)	(74	)		—		—			1,488			—
Total debt securities	4,904			40		2		(92	)		—		(24	)		4,830			2		(4)	4,830				81			(109	)	(207	)		—		—			4,595			(6	)	(4)
Marketable equity securities:
Perpetual preferred securities	640			—		—		—			—		(640	)		—			—			—				—			—		—			—		—			—			—
Other marketable equity securities	—			—		—		—			—		—			—			—			—				—			—		—			—		—			—			—
Total marketable equity securities	640			—		—		—			—		(640	)		—			—		(5)	—				—			—		—			—		—			—			—		(5)
Total available-for-sale securities	5,544			40		2		(92	)		—		(664	)		4,830			2			4,830				81			(109	)	(207	)		—		—			4,595			(6	)
Mortgages held for sale	2,098			(1	)	—		(141	)		53		(386	)		1,623			(8	)	(6)	1,623				16			—		(226	)		60		(11	)		1,462			16		(6)
Loans	5,730			(41	)	—		(38	)		—		—			5,651			(37	)	(6)	5,651				(4	)		—		(118	)		—		—			5,529			(2	)	(6)
Mortgage servicing rights (residential) (7)	11,739			499		—		423			—		—			12,661			1,053		(6)	12,661				(1,337	)		—		454			—		—			11,778			(833	)	(6)
Net derivative assets and liabilities:
Interest rate contracts	438			(57	)	—		(129	)		—		—			252			8			252				562			—		(371	)		—		—			443			219
Commodity contracts	(2		)	3		—		2			—		—			3			3			3				1			—		—			—		—			4			2
Equity contracts	(186		)	57		—		(38	)		—		(18	)		(185	)		43			(185		)		15			—		63			—		3			(104	)		109
Foreign exchange contracts	—			—		—		—			—		—			—			—			—				—			—		—			—		—			—			—
Credit contracts	(154		)	3		—		34			—					(117	)		(9	)		(117		)		(5	)		—		81			—		—			(41	)		7
Other derivative contracts	(52		)	14		—		—			—		—			(38	)		14			(38		)		(32	)		—		—			—		—			(70	)		(32	)
Total derivative contracts	44			20		—		(131	)		—		(18	)		(85	)		59		(8)	(85		)		541			—		(227	)		—		3			232			305		(8)
Other assets	2,628			(7	)	—		90			—		—			2,711			(8	)	(3)	2,711				105			—		(8	)		—		—			2,808			(5	)	(3)
Short sale liabilities	(15		)	—		—		14			—		—			(1	)		—		(3)	(1		)		—			—		1			—		—			—			—		(3)
Other liabilities (excluding derivatives)	(27		)	(3	)	—		—			—		—			(30	)		—		(6)	(30		)		—			—		10			—		—			(20	)		—		(6)


(1)	See next page for detail.


(2)	Represents only net gains (losses) that are due to changes in economic conditions and management’s estimates of fair value and excludes changes due to the collection/realization of cash flows over time.


(3)	Included in net gains (losses) from trading activities and other noninterest income in the income statement.


(4)	Included in net gains (losses) from debt securities in the income statement.


(5)	Included in net gains (losses) from equity investments in the income statement.


(6)	Included in mortgage banking and other noninterest income in the income statement.


(7)	For more information on the changes in mortgage servicing rights, see Note 8 (Mortgage Banking Activities).


(8)	Included in mortgage banking, trading activities, equity investments and other noninterest income in the income statement.

(continued on following page)

132

Note 13: Fair Values of Assets and Liabilities (continued)

(continued from previous page)

The following table presents gross purchases, sales, issuances and settlements related to the changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the quarter ended ~~June~~September 30, 2015.


(in millions)	Purchases		Sales		Issuances	Settlements		Net		Purchases		Sales		Issuances	Settlements		Net
Quarter ended June 30, 2015
Quarter ended September 30, 2015
Trading assets (excluding derivatives):
Securities of U.S. states and political subdivisions	$	3	(1	)	—	—		2		$	1	—		—	—		1
Collateralized loan and other debt obligations	508		(503	)	—	—		5		152		(166	)	—	—		(14	)
Corporate debt securities	12		(8	)	—	—		4		9		(3	)	—	—		6
Mortgage-backed securities	—		—		—	—		—		—		—		—	—		—
Asset-backed securities	—		—		—	—		—		—		—		—	—		—
Equity securities	—		—		—	(10	)	(10	)	—		—		—	—		—
Total trading securities	523		(512	)	—	(10	)	1		162		(169	)	—	—		(7	)
Other trading assets	—		(1	)	—	—		(1	)	—		(26	)	—	(1	)	(27	)
Total trading assets (excluding derivatives)	523		(513	)	—	(10	)	—		162		(195	)	—	(1	)	(34	)
Available-for-sale securities:
Securities of U.S. states and political subdivisions	—		(21	)	239	(277	)	(59	)	—		—		261	(235	)	26
Mortgage-backed securities:
Residential	—		—		—	—		—		—		—		—	—		—
Commercial	—		—		—	—		—		—		—		—	(17	)	(17	)
Total mortgage-backed securities	—		—		—	—		—		—		—		—	(17	)	(17	)
Corporate debt securities	36		(8	)	—	(6	)	22		57		(3	)	—	(2	)	52
Collateralized loan and other debt obligations	15		(99	)	—	(82	)	(166	)	15		(86	)	—	(123	)	(194	)
Asset-backed securities:
Auto loans and leases	—		—		—	—		—		—		—		—	—		—
Other asset-backed securities	—		—		179	(68	)	111		30		—		30	(134	)	(74	)
Total asset-backed securities	—		—		179	(68	)	111		30		—		30	(134	)	(74	)
Total debt securities	51		(128	)	418	(433	)	(92	)	102		(89	)	291	(511	)	(207	)
Marketable equity securities:
Perpetual preferred securities	—		—		—	—		—		—		—		—	—		—
Other marketable equity securities	—		—		—	—		—		—		—		—	—		—
Total marketable equity securities	—		—		—	—		—		—		—		—	—		—
Total available-for-sale securities	51		(128	)	418	(433	)	(92	)	102		(89	)	291	(511	)	(207	)
Mortgages held for sale	67		(332	)	226	(102	)	(141	)	44		(436	)	246	(80	)	(226	)
Loans	1		—		99	(138	)	(38	)	3		—		93	(214	)	(118	)
Mortgage servicing rights (residential)	—		—		428	(5	)	423		—		6		448	—		454
Net derivative assets and liabilities:
Interest rate contracts	—		—		—	(129	)	(129	)	—		—		—	(371	)	(371	)
Commodity contracts	—		—		—	2		2		—		—		—	—		—
Equity contracts	15		(39	)	—	(14	)	(38	)	—		(32	)	—	95		63
Foreign exchange contracts	—		—		—	—		—		—		—		—	—		—
Credit contracts	4		(2	)	—	32		34		4		—		—	77		81
Other derivative contracts	—		—		—	—		—		—		—		—	—		—
Total derivative contracts	19		(41	)	—	(109	)	(131	)	4		(32	)	—	(199	)	(227	)
Other assets	96		(1	)	—	(5	)	90		1		—		—	(9	)	(8	)
Short sale liabilities	14		—		—	—		14		1		—		—	—		1
Other liabilities (excluding derivatives)	—		—		—	—		—		—		—		—	10		10

133

The changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the quarter ended ~~June~~September 30, 2014, are summarized as follows:


	Balance, beginning of period			Total net gains (losses) included in				Purchases, sales, issuances and settlements, net (1)												Net unrealized gains (losses) included in income related to assets and liabilities held at period end			Balance, beginning of period				Total net gains (losses) included in					Purchases, sales, issuances and settlements, net (1)												Net unrealized gains (losses) included in income related to assets and liabilities held at period end
(in millions)	Balance, beginning of period			Net income		Other compre- hensive income				Transfers into Level 3			Transfers out of Level 3			Balance, end of period			(2)				Balance, beginning of period			Net income			Other compre- hensive income			Purchases, sales, issuances and settlements, net (1)		Transfers into Level 3			Transfers out of Level 3			Balance, end of period			(2)
Quarter ended June 30, 2014								Purchases, sales, issuances and settlements, net (1)
Quarter ended September 30, 2014
Trading assets (excluding derivatives):
Securities of U.S. states and political subdivisions	$	40		—		—		(1	)		—			(31	)		8			—			$	8			—			—		(1	)		—			—			7			—
Collateralized loan and other debt obligations	608			3		—		(26	)		—			(4	)		581			(10	)		581				22			—		(109	)		—			(11	)		483			(7	)
Corporate debt securities	86			(4	)	—		(20	)		—			—			62			1			62				(6	)		—		(15	)		1			(3	)		39			(1	)
Mortgage-backed securities	1			—		—		—			—			—			1			—			1				—			—		2			—			—			3			—
Asset-backed securities	97			12		—		(15	)		—			(3	)		91			12			91				(2	)		—		(7	)		—			—			82			(2	)
Equity securities	13			—		—		—			—			—			13			—			13				—			—		(3	)		—			—			10			—
Total trading securities	845			11		—		(62	)		—			(38	)		756			3			756				14			—		(133	)		1			(14	)		624			(10	)
Other trading assets	52			(3	)	—		—			—			—			49			(1	)		49				(2	)		—		—			—			(1	)		46			—
Total trading assets (excluding derivatives)	897			8		—		(62	)		—			(38	)		805			2		(3)	805				12			—		(133	)		1			(15	)		670			(10	)	(3)
Available-for-sale securities:
Securities of U.S. states and political subdivisions	3,099			—		7		107			53			(97	)		3,169			(2	)		3,169				2			(75	)	(226	)		—			(218	)		2,652			—
Mortgage-backed securities:
Residential	41			—		1		(1	)		—			—			41			—			41				—			(1	)	(9	)		—			—			31			—
Commercial	141			(2	)	(3	)	—			—			—			136			(1	)		136				12			(9	)	(28	)		—			—			111			—
Total mortgage-backed securities	182			(2	)	(2	)	(1	)		—			—			177			(1	)		177				12			(10	)	(37	)		—			—			142			—
Corporate debt securities	297			9		(12	)	(10	)		—			—			284			—			284				12			(10	)	(29	)		—			—			257			—
Collateralized loan and other debt obligations	1,420			27		(8	)	(113	)		—			—			1,326			(2	)		1,326				14			7		(158	)		—			—			1,189			—
Asset-backed securities:
Auto loans and leases	274			—		(2	)	—			—			—			272			—			272				—			(19	)	—			—			—			253			—
Other asset-backed securities	1,280			—		1		14			—			—			1,295			—			1,295				2			12		128			—			—			1,437			—
Total asset-backed securities	1,554			—		(1	)	14			—			—			1,567			—			1,567				2			(7	)	128			—			—			1,690			—
Total debt securities	6,552			34		(16	)	(3	)		53			(97	)		6,523			(5	)	(4)	6,523				42			(95	)	(322	)		—			(218	)		5,930			—		(4)
Marketable equity securities:
Perpetual preferred securities	708			1		(6	)	(3	)		—			—			700			—			700				4			(17	)	(19	)		—			—			668			—
Other marketable equity securities	—			4		—		(4	)		—			—			—			—			—				—			—		—			—			—			—			—
Total marketable equity securities	708			5		(6	)	(7	)		—			—			700			—		(5)	700				4			(17	)	(19	)		—			—			668			—		(5)
Total available-for-sale securities	7,260			39		(22	)	(10	)		53			(97	)		7,223			(5	)		7,223				46			(112	)	(341	)		—			(218	)		6,598			—
Mortgages held for sale	2,363			21		—		(29	)		139			(98	)		2,396			24		(6)	2,396				(30	)		—		(95	)		36			(24	)		2,283			(31	)	(6)
Loans	5,689			3		—		(36	)		270			—			5,926			7		(6)	5,926				(44	)		—		(33	)		—			—			5,849			(38	)	(6)
Mortgage servicing rights (residential) (7)	14,953			(1,324	)	—		271			—			—			13,900			(835	)	(6)	13,900				(209	)		—		340			—			—			14,031			253		(6)
Net derivative assets and liabilities:
Interest rate contracts	58			551		—		(426	)		—			—			183			199			183				165			—		(234	)		—			—			114			55
Commodity contracts	(43		)	10		—		(2	)		—			37			2			—			2				(1	)		—		(1	)		—			—			—			—
Equity contracts	(24		)	(3	)	—		(115	)		(3	)		95			(50	)		(50	)		(50		)		99			—		(122	)		(83	)		16			(140	)		46
Foreign exchange contracts	6			3		—		(7	)		—			—			2			(3	)		2				—			—		(2	)		—			—			—			—
Credit contracts	(268		)	2		—		—			—			—			(266	)		(14	)		(266		)		8			—		47			—			—			(211	)		10
Other derivative contracts	(11		)	(2	)	—		—			—			—			(13	)		—			(13		)		(12	)		—		—			—			—			(25	)		—
Total derivative contracts	(282		)	561		—		(550	)		(3	)		132			(142	)		132		(8)	(142		)		259			—		(312	)		(83	)		16			(262	)		111		(8)
Other assets	2,040			(30	)	—		(5	)		—			—			2,005			(2	)	(3)	2,005				62			—		(6	)		—			—			2,061			3		(3)
Short sale liabilities	(5		)	(1	)	—		6			—			—			—			—		(3)	—				—			—		(5	)		—			—			(5	)		—		(3)
Other liabilities (excluding derivatives)	(37		)	(7	)	—		(1	)		—			—			(45	)		—		(6)	(45		)		(3	)		—		19			—			—			(29	)		—		(6)


(1)	See next page for detail.


(2)	Represents only net gains (losses) that are due to changes in economic conditions and management’s estimates of fair value and excludes changes due to the collection/realization of cash flows over time.


(3)	Included in net gains (losses) from trading activities and other noninterest income in the income statement.


(4)	Included in net gains (losses) from debt securities in the income statement.


(5)	Included in net gains (losses) from equity investments in the income statement.


(6)	Included in mortgage banking and other noninterest income in the income statement.


(7)	For more information on the changes in mortgage servicing rights, see Note 8 (Mortgage Banking Activities).


(8)	Included in mortgage banking, trading activities, equity investments and other noninterest income in the income statement.

(continued on following page)

134

Note 13: Fair Values of Assets and Liabilities (continued)

(continued from previous page)


(in millions)	Purchases		Sales		Issuances		Settlements		Net		Purchases		Sales		Issuances	Settlements		Net
Quarter ended June 30, 2014
Quarter ended September 30, 2014
Trading assets (excluding derivatives):
Securities of U.S. states and political subdivisions	$	1	(1	)	—		(1	)	(1	)	$	4	(5	)	—	—		(1	)
Collateralized loan and other debt obligations	127		(151	)	—		(2	)	(26	)	267		(376	)	—	—		(109	)
Corporate debt securities	8		(34	)	—		6		(20	)	36		(45	)	—	(6	)	(15	)
Mortgage-backed securities	—		—		—		—		—		3		(1	)	—	—		2
Asset-backed securities	1		(6	)	—		(10	)	(15	)	4		(1	)	—	(10	)	(7	)
Equity securities	—		—		—		—		—		—		—		—	(3	)	(3	)
Total trading securities	137		(192	)	—		(7	)	(62	)	314		(428	)	—	(19	)	(133	)
Other trading assets	1		(1	)	—		—		—		—		—		—	—		—
Total trading assets (excluding derivatives)	138		(193	)	—		(7	)	(62	)	314		(428	)	—	(19	)	(133	)
Available-for-sale securities:
Securities of U.S. states and political subdivisions	—		—		257		(150	)	107		—		—		16	(242	)	(226	)
Mortgage-backed securities:
Residential	—		(1	)	—		—		(1	)	—		(9	)	—	—		(9	)
Commercial	—		—		—		—		—		—		(23	)	—	(5	)	(28	)
Total mortgage-backed securities	—		(1	)	—		—		(1	)	—		(32	)	—	(5	)	(37	)
Corporate debt securities	7		(8	)	(1	)	(8	)	(10	)	3		(23	)	—	(9	)	(29	)
Collateralized loan and other debt obligations	9		—		—		(122	)	(113	)	1		—		—	(159	)	(158	)
Asset-backed securities:
Auto loans and leases	—		—		—		—		—		—		—		—	—		—
Other asset-backed securities	75		—		50		(111	)	14		—		(2	)	230	(100	)	128
Total asset-backed securities	75		—		50		(111	)	14		—		(2	)	230	(100	)	128
Total debt securities	91		(9	)	306		(391	)	(3	)	4		(57	)	246	(515	)	(322	)
Marketable equity securities:
Perpetual preferred securities	—		—		—		(3	)	(3	)	—		—		—	(19	)	(19	)
Other marketable equity securities	—		(4	)	—		—		(4	)	—		—		—	—		—
Total marketable equity securities	—		(4	)	—		(3	)	(7	)	—		—		—	(19	)	(19	)
Total available-for-sale securities	91		(13	)	306		(394	)	(10	)	4		(57	)	246	(534	)	(341	)
Mortgages held for sale	59		—		—		(88	)	(29	)	60		—		—	(155	)	(95	)
Loans	1		—		104		(141	)	(36	)	56		—		103	(192	)	(33	)
Mortgage servicing rights (residential)	—		—		271		—		271		—		—		340	—		340
Net derivative assets and liabilities:
Interest rate contracts	—		—		—		(426	)	(426	)	—		—		—	(234	)	(234	)
Commodity contracts	—		—		—		(2	)	(2	)	—		—		—	(1	)	(1	)
Equity contracts	—		(57	)	—		(58	)	(115	)	—		(1	)	—	(121	)	(122	)
Foreign exchange contracts	—		—		—		(7	)	(7	)	—		—		—	(2	)	(2	)
Credit contracts	2		72		—		(74	)	—		—		34		—	13		47
Other derivative contracts	—		—		—		—		—		—		—		—	—		—
Total derivative contracts	2		15		—		(567	)	(550	)	—		33		—	(345	)	(312	)
Other assets	1		(1	)	—		(5	)	(5	)	—		—		—	(6	)	(6	)
Short sale liabilities	11		(5	)	—		—		6		4		(9	)	—	—		(5	)
Other liabilities (excluding derivatives)	—		—		—		(1	)	(1	)	—		—		—	19		19

135

The changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the first ~~half~~nine months of 2015 are summarized as follows:


				Total net gains (losses) included in				Purchases, sales, issuances and settlements, net (1)												Net unrealized gains (losses) included in income related to assets and liabilities held at period end							Total net gains (losses) included in					Purchases, sales, issuances and settlements, net (1)												Net unrealized gains (losses) included in income related to assets and liabilities held at period end
(in millions)	Balance, beginning of period			Net income		Other compre- hensive income				Transfers into Level 3			Transfers out of Level 3			Balance, end of period			(2)			Balance, beginning of period				Net income			Other compre- hensive income			Purchases, sales, issuances and settlements, net (1)		Transfers into Level 3			Transfers out of Level 3			Balance, end of period			(2)
Six months ended June 30, 2015								Purchases, sales, issuances and settlements, net (1)
Nine months ended September 30, 2015
Trading assets (excluding derivatives):
Securities of U.S. states and political subdivisions	$	7		—		—		1			—			—			8			—			$	7			—			—		2			—			—			9			—
Collateralized loan and other debt obligations	445			42		—		(80	)		—			—			407			7			445				39			—		(94	)		—			—			390			5
Corporate debt securities	54			2		—		(14	)		—			(9	)		33			(1	)		54				1			—		(8	)		10			(11	)		46			(2	)
Mortgage-backed securities	—			—		—		—			—			—			—			—			—				—			—		—			—			—			—			—
Asset-backed securities	79			16		—		(14	)		—			(81	)		—			—			79				16			—		(14	)		—			(81	)		—			—
Equity securities	10			1		—		(10	)		—			—			1			—			10				1			—		(10	)		—			—			1			—
Total trading securities	595			61		—		(117	)		—			(90	)		449			6			595				57			—		(124	)		10			(92	)		446			3
Other trading assets	55			5		—		2			1			(1	)		62			9			55				4			—		(25	)		1			(1	)		34			(15	)
Total trading assets (excluding derivatives)	650			66		—		(115	)		1			(91	)		511			15		(3)	650				61			—		(149	)		11			(93	)		480			(12	)	(3)
Available-for-sale securities:
Securities of U.S. states and political subdivisions	2,277			3		(15	)	(300	)		—			(76	)		1,889			(5	)		2,277				4			(14	)	(274	)		—			(76	)		1,917			(5	)
Mortgage-backed securities:
Residential	24			4		(6	)	(22	)		—			—			—			—			24				4			(6	)	(22	)		—			—			—			—
Commercial	109			1		(2	)	(5	)		—			—			103			—			109				6			(9	)	(22	)		—			—			84			(2	)
Total mortgage-backed securities	133			5		(8	)	(27	)		—			—			103			—			133				10			(15	)	(44	)		—			—			84			(2	)
Corporate debt securities	252			3		(3	)	82			—			—			334			2			252				7			(12	)	134			—			—			381			(2	)
Collateralized loan and other debt obligations	1,087			61		(11	)	(213	)		—			—			924			—			1,087				132			(87	)	(407	)		—			—			725			—
Asset-backed securities:
Auto loans and leases	245			—		15		—			—			—			260			—			245				—			3		—			—			—			248			—
Other asset-backed securities	1,372			2		(9	)	(45	)		—			—			1,320			—			1,372				2			(15	)	(119	)		—			—			1,240			—
Total asset-backed securities	1,617			2		6		(45	)		—			—			1,580			—			1,617				2			(12	)	(119	)		—			—			1,488			—
Total debt securities	5,366			74		(31	)	(503	)		—			(76	)		4,830			(3	)	(4)	5,366				155			(140	)	(710	)		—			(76	)		4,595			(9	)	(4)
Marketable equity securities:
Perpetual preferred securities	663			3		(2	)	(24	)		—			(640	)		—			—			663				3			(2	)	(24	)		—			(640	)		—			—
Other marketable equity securities	—			—		—		—			—			—			—			—			—				—			—		—			—			—			—			—
Total marketable equity securities	663			3		(2	)	(24	)		—			(640	)		—			—		(5)	663				3			(2	)	(24	)		—			(640	)		—			—		(5)
Total available-for-sale securities	6,029			77		(33	)	(527	)		—			(716	)		4,830			(3	)		6,029				158			(142	)	(734	)		—			(716	)		4,595			(9	)
Mortgages held for sale	2,313			37		—		(369	)		95			(453	)		1,623			6		(6)	2,313				53			—		(595	)		155			(464	)		1,462			14		(6)
Loans	5,788			(47	)	—		(90	)		—			—			5,651			(37	)	(6)	5,788				(51	)		—		(208	)		—			—			5,529			(37	)	(6)
Mortgage servicing rights (residential) (7)	12,738			(807	)	—		730			—			—			12,661			280		(6)	12,738				(2,144	)		—		1,184			—			—			11,778			(553	)	(6)
Net derivative assets and liabilities:
Interest rate contracts	293			425		—		(466	)		—			—			252			57			293				987			—		(837	)		—			—			443			240
Commodity contracts	1			2		—		2			(2	)		—			3			1			1				3			—		2			(2	)		—			4			4
Equity contracts	(84		)	50		—		(89	)		(10	)		(52	)		(185	)		(14	)		(84		)		65			—		(26	)		(10	)		(49	)		(104	)		96
Foreign exchange contracts	—			—		—		—			—			—			—			—			—				—			—		—			—			—			—			—
Credit contracts	(189		)	1		—		71			—			—			(117	)		(5	)		(189		)		(4	)		—		152			—			—			(41	)		2
Other derivative contracts	(44		)	6		—		—			—			—			(38	)		6			(44		)		(26	)		—		—			—			—			(70	)		(26	)
Total derivative contracts	(23		)	484		—		(482	)		(12	)		(52	)		(85	)		45		(8)	(23		)		1,025			—		(709	)		(12	)		(49	)		232			316		(8)
Other assets	2,593			31		—		87			—			—			2,711			29		(3)	2,593				136			—		79			—			—			2,808			(4	)	(3)
Short sale liabilities	(6		)	—		—		5			—			—			(1	)		—		(3)	(6		)		—			—		6			—			—			—			—		(3)
Other liabilities (excluding derivatives)	(28		)	(2	)	—		—			—			—			(30	)		—		(6)	(28		)		(2	)		—		10			—			—			(20	)		—		(6)


(1)	See next page for detail.


(2)	Represents only net gains (losses) that are due to changes in economic conditions and management’s estimates of fair value and excludes changes due to the collection/realization of cash flows over time.


(3)	Included in net gains (losses) from trading activities and other noninterest income in the income statement.


(4)	Included in net gains (losses) from debt securities in the income statement.


(5)	Included in net gains (losses) from equity investments in the income statement.


(6)	Included in mortgage banking and other noninterest income in the income statement.


(7)	For more information on the changes in mortgage servicing rights, see Note 8 (Mortgage Banking Activities).


(8)	Included in mortgage banking, trading activities, equity investments and other noninterest income in the income statement.

(continued on following page)

136

Note 13: Fair Values of Assets and Liabilities (continued)

(continued from previous page)


(in millions)	Purchases		Sales		Issuances		Settlements		Net		Purchases		Sales		Issuances	Settlements		Net
Six months ended June 30, 2015
Nine months ended September 30, 2015
Trading assets (excluding derivatives):
Securities of U.S. states and political subdivisions	$	3	(2	)	—		—		1		$	4	(2	)	—	—		2
Collateralized loan and other debt obligations	908		(988	)	—		—		(80	)	1,060		(1,154	)	—	—		(94	)
Corporate debt securities	27		(41	)	—		—		(14	)	36		(44	)	—	—		(8	)
Mortgage-backed securities	—		—		—		—		—		—		—		—	—		—
Asset-backed securities	—		(5	)	—		(9	)	(14	)	—		(5	)	—	(9	)	(14	)
Equity securities	—		—		—		(10	)	(10	)	—		—		—	(10	)	(10	)
Total trading securities	938		(1,036	)	—		(19	)	(117	)	1,100		(1,205	)	—	(19	)	(124	)
Other trading assets	3		(1	)	—		—		2		3		(27	)	—	(1	)	(25	)
Total trading assets (excluding derivatives)	941		(1,037	)	—		(19	)	(115	)	1,103		(1,232	)	—	(20	)	(149	)
Available-for-sale securities:
Securities of U.S. states and political subdivisions	—		(41	)	294		(553	)	(300	)	—		(41	)	555	(788	)	(274	)
Mortgage-backed securities:
Residential	—		(22	)	—		—		(22	)	—		(22	)	—	—		(22	)
Commercial	—		(5	)	—		—		(5	)	—		(5	)	—	(17	)	(22	)
Total mortgage-backed securities	—		(27	)	—		—		(27	)	—		(27	)	—	(17	)	(44	)
Corporate debt securities	96		(8	)	—		(6	)	82		153		(11	)	—	(8	)	134
Collateralized loan and other debt obligations	59		(102	)	—		(170	)	(213	)	74		(188	)	—	(293	)	(407	)
Asset-backed securities:
Auto loans and leases	—		—		—		—		—		—		—		—	—		—
Other asset-backed securities	—		(1	)	238		(282	)	(45	)	30		(1	)	268	(416	)	(119	)
Total asset-backed securities	—		(1	)	238		(282	)	(45	)	30		(1	)	268	(416	)	(119	)
Total debt securities	155		(179	)	532		(1,011	)	(503	)	257		(268	)	823	(1,522	)	(710	)
Marketable equity securities:
Perpetual preferred securities	—		—		—		(24	)	(24	)	—		—		—	(24	)	(24	)
Other marketable equity securities	—		—		—		—		—		—		—		—	—		—
Total marketable equity securities	—		—		—		(24	)	(24	)	—		—		—	(24	)	(24	)
Total available-for-sale securities	155		(179	)	532	��	(1,035	)	(527	)	257		(268	)	823	(1,546	)	(734	)
Mortgages held for sale	120		(623	)	346		(212	)	(369	)	164		(1,059	)	592	(292	)	(595	)
Loans	67		—		194		(351	)	(90	)	70		—		287	(565	)	(208	)
Mortgage servicing rights (residential)	—		(1	)	736		(5	)	730		—		5		1,184	(5	)	1,184
Net derivative assets and liabilities:
Interest rate contracts	—		—		—		(466	)	(466	)	—		—		—	(837	)	(837	)
Commodity contracts	—		—		—		2		2		—		—		—	2		2
Equity contracts	15		(71	)	—		(33	)	(89	)	15		(103	)	—	62		(26	)
Foreign exchange contracts	—		—		—		—		—		—		—		—	—		—
Credit contracts	6		(2	)	—		67		71		10		(2	)	—	144		152
Other derivative contracts	—		—		—		—		—		—		—		—	—		—
Total derivative contracts	21		(73	)	—		(430	)	(482	)	25		(105	)	—	(629	)	(709	)
Other assets	96		(1	)	—		(8	)	87		97		(1	)	—	(17	)	79
Short sale liabilities	20		(15	)	—		—		5		21		(15	)	—	—		6
Other liabilities (excluding derivatives)	—		—		—		—		—		—		—		—	10		10

137

The changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the first ~~half~~nine months of 2014 are summarized as follows:


	Balance, beginning of period			Total net gains (losses) included in				Purchases, sales, issuances and settlements, net (1)												Net unrealized gains (losses) included in income related to assets and liabilities held at period end			Balance, beginning of period				Total net gains (losses) included in					Purchases, sales, issuances and settlements, net (1)												Net unrealized gains (losses) included in income related to assets and liabilities held at period end
(in millions)	Balance, beginning of period			Net income		Other compre- hensive income				Transfers into Level 3			Transfers out of Level 3			Balance, end of period			(2)				Balance, beginning of period			Net income			Other compre- hensive income			Purchases, sales, issuances and settlements, net (1)		Transfers into Level 3			Transfers out of Level 3			Balance, end of period			(2)
Six months ended June 30, 2014								Purchases, sales, issuances and settlements, net (1)
Nine months ended September 30, 2014
Trading assets (excluding derivatives):
Securities of U.S. states and political subdivisions	$	39		—		—		—			—			(31	)		8			—			$	39			—			—		(1	)		—			(31	)		7			—
Collateralized loan and other debt obligations	541			14		—		26			4			(4	)		581			(23	)		541				36			—		(83	)		4			(15	)		483			(38	)
Corporate debt securities	53			(3	)	—		(11	)		24			(1	)		62			1			53				(9	)		—		(26	)		25			(4	)		39			(1	)
Mortgage-backed securities	1			—		—		—			—			—			1			—			1				—			—		2			—			—			3			—
Asset-backed securities	122			26		—		(53	)		—			(4	)		91			26			122				24			—		(60	)		—			(4	)		82			24
Equity securities	13			—		—		—			—			—			13			—			13				—			—		(3	)		—			—			10			(1	)
Total trading securities	769			37		—		(38	)		28			(40	)		756			4			769				51			—		(171	)		29			(54	)		624			(16	)
Other trading assets	54			(5	)	—		—			—			—			49			—			54				(7	)		—		—			—			(1	)		46			1
Total trading assets (excluding derivatives)	823			32		—		(38	)		28			(40	)		805			4		(3)	823				44			—		(171	)		29			(55	)		670			(15	)	(3)
Available-for-sale securities:
Securities of U.S. states and political subdivisions	3,214			9		9		(25	)		59			(97	)		3,169			(2	)		3,214				11			(66	)	(251	)		59			(315	)		2,652			(2	)
Mortgage-backed securities:
Residential	64			10		(2	)	(31	)		—			—			41			—			64				10			(3	)	(40	)		—			—			31			—
Commercial	138			(1	)	8		(9	)		—			—			136			(1	)		138				11			(1	)	(37	)		—			—			111			(2	)
Total mortgage-backed securities	202			9		6		(40	)		—			—			177			(1	)		202				21			(4	)	(77	)		—			—			142			(2	)
Corporate debt securities	281			13		(5	)	(5	)		—			—			284			—			281				25			(15	)	(34	)		—			—			257			—
Collateralized loan and other debt obligations	1,420			70		(21	)	(143	)		—			—			1,326			(2	)		1,420				84			(14	)	(301	)		—			—			1,189			(2	)
Asset-backed securities:
Auto loans and leases	492			—		(5	)	(215	)		—			—			272			—			492				—			(24	)	(215	)		—			—			253			—
Other asset-backed securities	1,657			1		(3	)	(449	)		89			—			1,295			—			1,657				3			9		(321	)		89			—			1,437			—
Total asset-backed securities	2,149			1		(8	)	(664	)		89			—			1,567			—			2,149				3			(15	)	(536	)		89			—			1,690			—
Total debt securities	7,266			102		(19	)	(877	)		148			(97	)		6,523			(5	)	(4)	7,266				144			(114	)	(1,199	)		148			(315	)		5,930			(6	)	(4)
Marketable equity securities:
Perpetual preferred securities	729			4		(10	)	(23	)		—			—			700			—			729				8			(27	)	(42	)		—			—			668			—
Other marketable equity securities	—			4		—		(4	)		—			—			—			—			—				4			—		(4	)		—			—			—			—
Total marketable equity securities	729			8		(10	)	(27	)		—			—			700			—		(5)	729				12			(27	)	(46	)		—			—			668			—		(5)
Total available-for-sale securities	7,995			110		(29	)	(904	)		148			(97	)		7,223			(5	)		7,995				156			(141	)	(1,245	)		148			(315	)		6,598			(6	)
Mortgages held for sale	2,374			23		—		(75	)		196			(122	)		2,396			22		(6)	2,374				(7	)		—		(170	)		232			(146	)		2,283			(9	)	(6)
Loans	5,723			5		—		(23	)		270			(49	)		5,926			12		(6)	5,723				(39	)		—		(56	)		270			(49	)		5,849			(26	)	(6)
Mortgage servicing rights (residential) (7)	15,580			(2,240	)	—		560			—			—			13,900			(1,276	)	(6)	15,580				(2,449	)		—		900			—			—			14,031			(1,023	)	(6)
Net derivative assets and liabilities:
Interest rate contracts	(40		)	913		—		(690	)		—			—			183			236			(40		)		1,078			—		(924	)		—			—			114			166
Commodity contracts	(10		)	(21	)	—		(1	)		(3	)		37			2			—			(10		)		(22	)		—		(2	)		(3	)		37			—			(1	)
Equity contracts	(46		)	19		—		(76	)		3			50			(50	)		64			(46		)		118			—		(198	)		(80	)		66			(140	)		(1	)
Foreign exchange contracts	9			5		—		(12	)		—			—			2			(5	)		9				5			—		(14	)		—			—			—			—
Credit contracts	(375		)	13		—		96			—			—			(266	)		(14	)		(375		)		21			—		143			—			—			(211	)		30
Other derivative contracts	(3		)	(10	)	—		—			—			—			(13	)		—			(3		)		(22	)		—		—			—			—			(25	)		—
Total derivative contracts	(465		)	919		—		(683	)		—			87			(142	)		281		(8)	(465		)		1,178			—		(995	)		(83	)		103			(262	)		194		(8)
Other assets	1,503			(93	)	—		595			—			—			2,005			(7	)	(3)	1,503				(31	)		—		589			—			—			2,061			(3	)	(3)
Short sale liabilities	—			(1	)	—		1			—			—			—			—		(3)	—				(1	)		—		(4	)		—			—			(5	)		—		(3)
Other liabilities (excluding derivatives)	(39		)	(7	)	—		1			—			—			(45	)		(1	)	(6)	(39		)		(10	)		—		20			—			—			(29	)		(1	)	(6)


(1)	See next page for detail.


(2)	Represents only net gains (losses) that are due to changes in economic conditions and management’s estimates of fair value and excludes changes due to the collection/realization of cash flows over time.


(3)	Included in net gains (losses) from trading activities and other noninterest income in the income statement.


(4)	Included in net gains (losses) from debt securities in the income statement.


(5)	Included in net gains (losses) from equity investments in the income statement.


(6)	Included in mortgage banking and other noninterest income in the income statement.


(7)	For more information on the changes in mortgage servicing rights, see Note 8 (Mortgage Banking Activities).


(8)	Included in mortgage banking, trading activities, equity investments and other noninterest income in the income statement.

(continued on following page)

138

Note 13: Fair Values of Assets and Liabilities (continued)

(continued from previous page)


(in millions)	Purchases		Sales		Issuances	Settlements		Net		Purchases		Sales		Issuances	Settlements		Net
Six months ended June 30, 2014
Nine months ended September 30, 2014
Trading assets (excluding derivatives):
Securities of U.S. states and political subdivisions	$	6	(5	)	—	(1	)	—		$	10	(10	)	—	(1	)	(1	)
Collateralized loan and other debt obligations	451		(421	)	—	(4	)	26		718		(797	)	—	(4	)	(83	)
Corporate debt securities	23		(40	)	—	6		(11	)	59		(85	)	—	—		(26	)
Mortgage-backed securities	—		—		—	—		—		3		(1	)	—	—		2
Asset-backed securities	11		(44	)	—	(20	)	(53	)	15		(45	)	—	(30	)	(60	)
Equity securities	—		—		—	—		—		—		—		—	(3	)	(3	)
Total trading securities	491		(510	)	—	(19	)	(38	)	805		(938	)	—	(38	)	(171	)
Other trading assets	1		(1	)	—	—		—		1		(1	)	—	—		—
Total trading assets (excluding derivatives)	492		(511	)	—	(19	)	(38	)	806		(939	)	—	(38	)	(171	)
Available-for-sale securities:
Securities of U.S. states and political subdivisions	73		(55	)	268	(311	)	(25	)	73		(55	)	284	(553	)	(251	)
Mortgage-backed securities:
Residential	—		(29	)	—	(2	)	(31	)	—		(38	)	—	(2	)	(40	)
Commercial	—		(8	)	—	(1	)	(9	)	—		(31	)	—	(6	)	(37	)
Total mortgage-backed securities	—		(37	)	—	(3	)	(40	)	—		(69	)	—	(8	)	(77	)
Corporate debt securities	7		(9	)	10	(13	)	(5	)	10		(32	)	10	(22	)	(34	)
Collateralized loan and other debt obligations	133		(32	)	—	(244	)	(143	)	134		(32	)	—	(403	)	(301	)
Asset-backed securities:
Auto loans and leases	—		—		—	(215	)	(215	)	—		—		—	(215	)	(215	)
Other asset-backed securities	87		(12	)	114	(638	)	(449	)	87		(14	)	344	(738	)	(321	)
Total asset-backed securities	87		(12	)	114	(853	)	(664	)	87		(14	)	344	(953	)	(536	)
Total debt securities	300		(145	)	392	(1,424	)	(877	)	304		(202	)	638	(1,939	)	(1,199	)
Marketable equity securities:
Perpetual preferred securities	—		—		—	(23	)	(23	)	—		—		—	(42	)	(42	)
Other marketable equity securities	—		(4	)	—	—		(4	)	—		(4	)	—	—		(4	)
Total marketable equity securities	—		(4	)	—	(23	)	(27	)	—		(4	)	—	(42	)	(46	)
Total available-for-sale securities	300		(149	)	392	(1,447	)	(904	)	304		(206	)	638	(1,981	)	(1,245	)
Mortgages held for sale	106		(21	)	—	(160	)	(75	)	166		(21	)	—	(315	)	(170	)
Loans	2		—		206	(231	)	(23	)	58		—		309	(423	)	(56	)
Mortgage servicing rights (residential)	—		—		560	—		560		—		—		900	—		900
Net derivative assets and liabilities:
Interest rate contracts	—		—		—	(690	)	(690	)	—		—		—	(924	)	(924	)
Commodity contracts	—		—		—	(1	)	(1	)	—		—		—	(2	)	(2	)
Equity contracts	—		(115	)	—	39		(76	)	—		(116	)	—	(82	)	(198	)
Foreign exchange contracts	—		—		—	(12	)	(12	)	—		—		—	(14	)	(14	)
Credit contracts	2		72		—	22		96		2		106		—	35		143
Other derivative contracts	—		—		—	—		—		—		—		—	—		—
Total derivative contracts	2		(43	)	—	(642	)	(683	)	2		(10	)	—	(987	)	(995	)
Other assets	609		(1	)	—	(13	)	595		609		(1	)	—	(19	)	589
Short sale liabilities	6		(5	)	—	—		1		10		(14	)	—	—		(4	)
Other liabilities (excluding derivatives)	—		—		—	1		1		—		—		—	20		20

The following table provides quantitative information about the valuation techniques and significant unobservable inputs used in the valuation of substantially all of our Level 3 assets and liabilities measured at fair value on a recurring basis for which we use an internal model.

The significant unobservable inputs for Level 3 assets and liabilities that are valued using fair values obtained from third party vendors are not included in the table,as the specific inputs applied are not provided by the vendor.In addition, the table excludes the valuation techniques and significant unobservable inputs for certain classes of Level 3 assets and liabilities measured using an internal model that we consider, both individually and in the aggregate, insignificant relative to our overall Level 3 assets and liabilities.We made this determination based upon an evaluation of each class, which considered the magnitude of the positions, nature of the unobservable inputs

and potential for significant changes in fair value due to changes in those inputs. For information on how changes in significant unobservable inputs affect the fair values of Level 3 assets and liabilities, see Note 17 (Fair Values of Assets and Liabilities)to Financial Statements in our 2014 Form 10-K.

139


($ in millions, except cost to service amounts)	Fair Value Level 3				Valuation Technique(s)	Significant Unobservable Input	Range of Inputs						Weighted Average (1)			Fair Value Level 3				Valuation Technique(s)	Significant Unobservable Input	Range of Inputs						Weighted Average (1)
June 30, 2015
September 30, 2015
Trading and available-for-sale securities:
Securities of U.S. states and political subdivisions:
Government, healthcare and other revenue bonds	$	1,587			Discounted cash flow	Discount rate	0.5			-	6.2		%	1.6		$	1,625			Discounted cash flow	Discount rate	0.5			-	5.8		%	1.5
	53				Vendor priced											54				Vendor priced
Auction rate securities and other municipal bonds	257				Discounted cash flow	Discount rate	2.1			-	6.0			4.0		247				Discounted cash flow	Discount rate	1.5			-	5.9			3.7
						Weighted average life	1.7			-	10.2		yrs	4.5							Weighted average life	1.8			-	18.8		yrs	8.7
Collateralized loan and other debt obligations (2)	480				Market comparable pricing	Comparability adjustment	(18.1		)	-	20.5		%	2.8		400				Market comparable pricing	Comparability adjustment	(18.2		)	-	35.0		%	2.9
	851				Vendor priced											715				Vendor priced
Asset-backed securities:
Auto loans and leases	260				Discounted cash flow	Discount rate	(0.5		)	-	(0.5	)		(0.5	)	248				Discounted cash flow	Discount rate	(0.3		)	-	(0.3	)		(0.3	)
Other asset-backed securities:
Diversified payment rights (3)	579				Discounted cash flow	Discount rate	0.9			-	5.6			2.6		556				Discounted cash flow	Discount rate	0.9			-	5.3			3.0
Other commercial and consumer	704			(4)	Discounted cash flow	Discount rate	2.6			-	5.9			3.9		616			(4)	Discounted cash flow	Discount rate	2.4			-	5.9			3.4
						Weighted average life	1.3			-	8.0		yrs	3.9							Weighted average life	1.2			-	8.8		yrs	3.9
	37				Vendor priced											68				Vendor priced
Mortgages held for sale (residential)	1,550				Discounted cash flow	Default rate	0.6			-	14.0		%	2.8		1,410				Discounted cash flow	Default rate	0.3			-	12.1		%	2.9
						Discount rate	1.1			-	6.3			4.6							Discount rate	1.1			-	6.3			4.6
						Loss severity	0.0			-	24.4			14.4							Loss severity	0.0			-	22.6			11.9
						Prepayment rate	2.0			-	18.5			8.4							Prepayment rate	2.6			-	18.4			8.9
	73				Market comparable pricing	Comparability adjustment	(65.8		)	-	2.7			(27.2	)	52				Market comparable pricing	Comparability adjustment	(53.3		)	-	0.0			(31.5	)
Loans	5,651			(5)	Discounted cash flow	Discount rate	0.0			-	3.8			3.0		5,529			(5)	Discounted cash flow	Discount rate	0.0			-	3.5			2.9
						Prepayment rate	0.5			-	100.0			13.8							Prepayment rate	0.2			-	100.0			13.9
						Utilization rate	0.0			-	1.0			0.4							Utilization rate	0.0			-	0.8			0.3
Mortgage servicing rights (residential)	12,661				Discounted cash flow	Cost to service per loan (6)	$	68		-	649			169		11,778				Discounted cash flow	Cost to service per loan (6)	$	68		-	624			165
						Discount rate	6.3			-	12.1		%	7.4							Discount rate	6.2			-	11.6		%	7.0
						Prepayment rate (7)	8.1			-	23.2			11.6							Prepayment rate (7)	8.6			-	24.7			12.4
Net derivative assets and (liabilities):
Interest rate contracts	211				Discounted cash flow	Default rate	0.00			-	0.07			0.03		283				Discounted cash flow	Default rate	0.07			-	9.60			2.72
						Loss severity	50.0			-	50.0			50.0							Loss severity	50.0			-	50.0			50.0
																					Prepayment rate	0.3			-	2.5			2.2
Interest rate contracts: derivative loan commitments	41			(8)	Discounted cash flow	Fall-out factor	1.0			-	99.0			21.4		160			(8)	Discounted cash flow	Fall-out factor	1.0			-	99.0			24.8
						Initial-value servicing	(31.5		)	-	125.0		bps	48.5							Initial-value servicing	(22.4		)	-	159.0		bps	64.4
Equity contracts	99				Discounted cash flow	Conversion factor	(11.1		)	-	0.0		%	(8.2	)	66				Discounted cash flow	Conversion factor	(11.0		)	-	0.0		%	(8.2	)
						Weighted average life	1.0			-	2.5		yrs	1.7							Weighted average life	0.8			-	2.3		yrs	1.6
	(284		)		Option model	Correlation factor	(50.0		)	-	96.3		%	55.9		(170		)		Option model	Correlation factor	(65.0		)	-	98.5		%	33.9
						Volatility factor	8.3			-	69.4			22.5							Volatility factor	8.3			-	87.3			29.5
Credit contracts	(122		)		Market comparable pricing	Comparability adjustment	(29.6		)	-	32.0			1.8		(48		)		Market comparable pricing	Comparability adjustment	(30.4		)	-	35.1			2.2
	5				Option model	Credit spread	0.0			-	16.5			1.1		7				Option model	Credit spread	0.1			-	16.7			1.4
						Loss severity	11.5			-	72.0			51.9							Loss severity	11.5			-	72.5			49.3

Other assets: nonmarketable equity investments	2,636				Market comparable pricing	Comparability adjustment	(21.1		)	-	(4.0	)		(15.7	)	2,745				Market comparable pricing	Comparability adjustment	(20.3		)	-	(3.3	)		(15.4	)

Insignificant Level 3 assets, net of liabilities	542			(9)												523			(9)
Total level 3 assets, net of liabilities	$	27,871		(10)												$	26,864		(10)


(1)	Weighted averages are calculated using outstanding unpaid principal balance for cash instruments, such as loans and securities, and notional amounts for derivative instruments.


(2)	Includes $~~407~~316 million of collateralized debt obligations.


(3)	Securities backed by specified sources of current and future receivables generated from foreign originators.


(4)	Consists primarily of investments in asset-backed securities that are revolving in nature, in which the timing of advances and repayments of principal are uncertain.


(5)	Consists predominantly of reverse mortgage loans securitized with GNMA that were accounted for as secured borrowing transactions.


(6)	The high end of the range of inputs is for servicing modified loans. For non-modified loans the range is $68 - $~~369~~350.


(7)	Includes a blend of prepayment speeds and expected defaults. Prepayment speeds are influenced by mortgage interest rates as well as our estimation of drivers of borrower behavior.


(8)	Total derivative loan commitments were a net asset of $36160 million~~, of which a~~ ~~$5 million~~ ~~derivative liability was classified as level 2 at June 30, 2015.~~.


(9)	Represents the aggregate amount of Level 3 assets and liabilities measured at fair value on a recurring basis that are individually and in the aggregate insignificant. The amount includes corporate debt securities, mortgage-backed securities, certain other assets, other liabilities and certain net derivative assets and liabilities, such as commodity contracts and other derivative contracts.


(10)	Consists of total Level 3 assets of $~~29.9~~28.4 billion and total Level 3 liabilities of $~~2.0~~1.5 billion, before netting of derivative balances.

140

Note 13: Fair Values of Assets and Liabilities (continued)


($ in millions, except cost to service amounts)	Fair Value Level 3				Valuation Technique(s)	Significant Unobservable Input	Range of Inputs						Weighted Average (1)			Fair Value Level 3				Valuation Technique(s)	Significant Unobservable Input	Range of Inputs						Weighted Average (1)
December 31, 2014
Trading and available-for-sale securities:
Securities of U.S. states and political subdivisions:
Government, healthcare and other revenue bonds	$	1,900			Discounted cash flow	Discount rate	0.4			-	5.6		%	1.5		$	1,900			Discounted cash flow	Discount rate	0.4			-	5.6		%	1.5
	61				Vendor priced											61				Vendor priced
Auction rate securities and other municipal bonds	323				Discounted cash flow	Discount rate	1.5			-	7.6			3.9		323				Discounted cash flow	Discount rate	1.5			-	7.6			3.9
						Weighted average life	1.3			-	19.4		yrs	6.4							Weighted average life	1.3			-	19.4		yrs	6.4
Collateralized loan and other debt obligations (2)	565				Market comparable pricing	Comparability adjustment	(53.9		)	-	25.0		%	0.9		565				Market comparable pricing	Comparability adjustment	(53.9		)	-	25.0		%	0.9
	967				Vendor priced											967				Vendor priced
Asset-backed securities:
Auto loans and leases	245				Discounted cash flow	Discount rate	0.4			-	0.4			0.4		245				Discounted cash flow	Discount rate	0.4			-	0.4			0.4
Other asset-backed securities:
Diversified payment rights (3)	661				Discounted cash flow	Discount rate	0.9			-	7.1			2.9		661				Discounted cash flow	Discount rate	0.9			-	7.1			2.9
Other commercial and consumer	750			(4)	Discounted cash flow	Discount rate	1.9			-	21.5			5.0		750			(4)	Discounted cash flow	Discount rate	1.9			-	21.5			5.0
						Weighted average life	1.6			-	10.7		yrs	4.0							Weighted average life	1.6			-	10.7		yrs	4.0
	40				Vendor priced											40				Vendor priced
Marketable equity securities: perpetual preferred	663			(5)	Discounted cash flow	Discount rate	4.1			-	9.3		%	6.6		663			(5)	Discounted cash flow	Discount rate	4.1			-	9.3		%	6.6
						Weighted average life	1.0			-	11.8		yrs	9.7							Weighted average life	1.0			-	11.8		yrs	9.7
Mortgages held for sale (residential)	2,235				Discounted cash flow	Default rate	0.4			-	15.0		%	2.6		2,235				Discounted cash flow	Default rate	0.4			-	15.0		%	2.6
						Discount rate	1.1			-	7.7			5.2							Discount rate	1.1			-	7.7			5.2
						Loss severity	0.1			-	26.4			18.3							Loss severity	0.1			-	26.4			18.3
						Prepayment rate	2.0			-	15.5			8.1							Prepayment rate	2.0			-	15.5			8.1
	78				Market comparable pricing	Comparability adjustment	(93.0		)	-	10.0			(30.0	)	78				Market comparable pricing	Comparability adjustment	(93.0		)	-	10.0			(30.0	)
Loans	5,788			(6)	Discounted cash flow	Discount rate	0.0			-	3.8			3.1		5,788			(6)	Discounted cash flow	Discount rate	0.0			-	3.8			3.1
						Prepayment rate	0.6			-	100.0			11.2							Prepayment rate	0.6			-	100.0			11.2
						Utilization rate	0.0			-	1.0			0.4							Utilization rate	0.0			-	1.0			0.4
Mortgage servicing rights (residential)	12,738				Discounted cash flow	Cost to service per loan (7)	$	86		-	683			179		12,738				Discounted cash flow	Cost to service per loan (7)	$	86		-	683			179
						Discount rate	5.9			-	16.9		%	7.6							Discount rate	5.9			-	16.9		%	7.6
						Prepayment rate (8)	8.0			-	22.0			12.5							Prepayment rate (8)	8.0			-	22.0			12.5
Net derivative assets and (liabilities):
Interest rate contracts	196				Discounted cash flow	Default rate	0.00			-	0.02			0.01		196				Discounted cash flow	Default rate	0.00			-	0.02			0.01
						Loss severity	50.0			-	50.0			50.0							Loss severity	50.0			-	50.0			50.0
Interest rate contracts: derivative loan commitments	97				Discounted cash flow	Fall-out factor	1.0			-	99.0			24.5		97				Discounted cash flow	Fall-out factor	1.0			-	99.0			24.5
						Initial-value servicing	(31.1		)	-	113.3		bps	46.5							Initial-value servicing	(31.1		)	-	113.3		bps	46.5
Equity contracts	162				Discounted cash flow	Conversion factor	(11.2		)	-	0.0		%	(8.4	)	162				Discounted cash flow	Conversion factor	(11.2		)	-	0.0		%	(8.4	)
						Weighted average life	1.0			-	2.0		yrs	1.3							Weighted average life	1.0			-	2.0		yrs	1.3
	(246		)		Option model	Correlation factor	(56.0		)	-	96.3		%	42.1		(246		)		Option model	Correlation factor	(56.0		)	-	96.3		%	42.1
						Volatility factor	8.3			-	80.9			28.3							Volatility factor	8.3			-	80.9			28.3
Credit contracts	(192		)		Market comparable pricing	Comparability adjustment	(28.6		)	-	26.3			1.8		(192		)		Market comparable pricing	Comparability adjustment	(28.6		)	-	26.3			1.8
	3				Option model	Credit spread	0.0			-	17.0			0.9		3				Option model	Credit spread	0.0			-	17.0			0.9
						Loss severity	11.5			-	72.5			48.7							Loss severity	11.5			-	72.5			48.7

Other assets: nonmarketable equity investments	2,512				Market comparable pricing	Comparability adjustment	(19.7		)	-	(4.0	)		(14.7	)	2,512				Market comparable pricing	Comparability adjustment	(19.7		)	-	(4.0	)		(14.7	)

Insignificant Level 3 assets, net of liabilities	507			(9)												507			(9)
Total level 3 assets, net of liabilities	$	30,054		(10)												$	30,054		(10)


(1)	Weighted averages are calculated using outstanding unpaid principal balance for cash instruments, such as loans and securities, and notional amounts for derivative instruments.


(2)	Includes $500 million of collateralized debt obligations.


(3)	Securities backed by specified sources of current and future receivables generated from foreign originators.


(4)	Consists primarily of investments in asset-backed securities that are revolving in nature, in which the timing of advances and repayments of principal are uncertain.


(5)	Consists of auction rate preferred equity securities with no maturity date that are callable by the issuer.


(6)	Consists predominantly of reverse mortgage loans securitized with GNMA that were accounted for as secured borrowing transactions.


(7)	The high end of the range of inputs is for servicing modified loans. For non-modified loans the range is $86 - $270.


(8)	Includes a blend of prepayment speeds and expected defaults. Prepayment speeds are influenced by mortgage interest rates as well as our estimation of drivers of borrower behavior.


(9)	Represents the aggregate amount of Level 3 assets and liabilities measured at fair value on a recurring basis that are individually and in the aggregate insignificant. The amount includes corporate debt securities, mortgage-backed securities, certain other assets, other liabilities and certain net derivative assets and liabilities, such as commodity contracts and other derivative contracts.


(10)	Consists of total Level 3 assets of $32.3 billion and total Level 3 liabilities of $2.3 billion, before netting of derivative balances.

141

The valuation techniques used for our Level 3 assets and liabilities, as presented in the previous tables, are described as follows:

Discounted cash flow - Discounted cash flow valuation techniques generally consist of developing an estimate of future cash flows that are expected to occur over the life of an instrument and then discounting those cash flows at a rate of return that results in the fair value amount.

Market comparable pricing - Market comparable pricing valuation techniques are used to determine the fair value of certain instruments by incorporating known inputs, such as recent transaction prices, pending transactions, or prices of other similar investments that require significant adjustment to reflect differences in instrument characteristics.

Option model - Option model valuation techniques are generally used for instruments in which the holder has a contingent right or obligation based on the occurrence of a future event, such as the price of a referenced asset going above or below a predetermined strike price. Option models estimate the likelihood of the specified event occurring by incorporating assumptions such as volatility estimates, price of the underlying instrument and expected rate of return.

Vendor-priced – Prices obtained from third party pricing vendors or brokers that are used to record the fair value of the asset or liability, of which the related valuation technique and significant unobservable inputs are not provided.

Significant unobservable inputs presented in the previous tables are those we consider significant to the fair value of the Level 3 asset or liability. We consider unobservable inputs to be significant if by their exclusion the fair value of the Level 3 asset or liability would be impacted by a predetermined percentage change, or based on qualitative factors, such as nature of the instrument, type of valuation technique used, and the significance of the unobservable inputs relative to other inputs used within the valuation. Following is a description of the significant unobservable inputs provided in the table.

Comparability adjustment – is an adjustment made to observed market data, such as a transaction price in order to reflect dissimilarities in underlying collateral, issuer, rating, or other factors used within a market valuation approach, expressed as a percentage of an observed price.

Conversion Factor – is the risk-adjusted rate in which a particular instrument may be exchanged for another instrument upon settlement, expressed as a percentage change from a specified rate.

Correlation factor - is the likelihood of one instrument changing in price relative to another based on an established relationship expressed as a percentage of relative change in price over a period over time.

Cost to service - is the expected cost per loan of servicing a portfolio of loans, which includes estimates for unreimbursed expenses (including delinquency and foreclosure costs) that may occur as a result of servicing such loan portfolios.

Credit spread – is the portion of the interest rate in excess of a benchmark interest rate, such as OIS, LIBOR or U.S. Treasury rates, that when applied to an investment captures changes in the obligor’s creditworthiness.

Default rate – is an estimate of the likelihood of not collecting contractual amounts owed expressed as a constant default rate (CDR).

Discount rate – is a rate of return used to present value the future expected cash flow to arrive at the fair value of an instrument. The discount rate consists of a benchmark rate component and a risk premium component. The benchmark rate component, for example, OIS, LIBOR or U.S. Treasury rates, is generally observable within the market and is necessary to appropriately reflect the time value of money. The risk premium component reflects the amount of compensation market participants require due to the uncertainty inherent in the instruments’ cash flows resulting from risks such as credit and liquidity.

Fall-out factor - is the expected percentage of loans associated with our interest rate lock commitment portfolio that are likely of not funding.

Initial-value servicing - is the estimated value of the underlying loan, including the value attributable to the embedded servicing right, expressed in basis points of outstanding unpaid principal balance.

Loss severity – is the percentage of contractual cash flows lost in the event of a default.

Prepayment rate – is the estimated rate at which forecasted prepayments of principal of the related loan or debt instrument are expected to occur, expressed as a constant prepayment rate (CPR).

Utilization rate – is the estimated rate in which incremental portions of existing reverse mortgage credit lines are expected to be drawn by borrowers, expressed as an annualized rate.

Volatility factor – is the extent of change in price an item is estimated to fluctuate over a specified period of time expressed as a percentage of relative change in price over a period over time.

Weighted average life – is the weighted average number of years an investment is expected to remain outstanding based on its expected cash flows reflecting the estimated date the issuer will call or extend the maturity of the instrument or otherwise reflecting an estimate of the timing of an instrument’s cash flows whose timing is not contractually fixed.

142

Note 13: Fair Values of Assets and Liabilities (continued)

Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis

We may be required, from time to time, to measure certain assets at fair value on a nonrecurring basis in accordance with GAAP. These adjustments to fair value usually result from application of

LOCOM accounting or write-downs of individual

assets. The following table provides the fair value hierarchy and carrying amount of all assets that were still held as of ~~June~~September 30, 2015, and December 31, 2014, and for which a nonrecurring fair value adjustment was recorded during the periods presented.


	June 30, 2015					December 31, 2014				September 30, 2015					December 31, 2014
(in millions)	Level 1		Level 2	Level 3	Total	Level 1	Level 2	Level 3	Total	Level 1		Level 2	Level 3	Total	Level 1	Level 2	Level 3	Total
Mortgages held for sale (LOCOM) (1)	$	—	2,145	955	3,100	—	2,197	1,098	3,295	$	—	1,559	946	2,505	—	2,197	1,098	3,295
Loans held for sale	—		15	—	15	—	—	—	—	—		13	—	13	—	—	—	—
Loans:
Commercial	—		102	—	102	—	243	—	243	—		120	—	120	—	243	—	243
Consumer	—		920	7	927	—	2,018	5	2,023	—		1,163	11	1,174	—	2,018	5	2,023
Total loans (2)	—		1,022	7	1,029	—	2,261	5	2,266	—		1,283	11	1,294	—	2,261	5	2,266
Other assets (3)	—		271	405	676	—	417	460	877	—		282	541	823	—	417	460	877


(1)	Predominantly real estate 1-4 family first mortgage loans.


(2)	Represents carrying value of loans for which adjustments are based on the appraised value of the collateral.


(3)	Includes the fair value of foreclosed real estate, other collateral owned and nonmarketable equity investments.

The following table presents the increase (decrease) in value of certain assets for which a nonrecurring fair value adjustment has been recognized during the periods presented.


	Six months ended June 30,					Nine months ended September 30,
(in millions)	2015			2014		2015			2014
Mortgages held for sale (LOCOM)	$	18		57		$	17		40
Loans held for sale	(1		)	—		(3		)	—
Loans:
Commercial	(74		)	(72	)	(113		)	(90	)
Consumer	(601		)	(781	)	(816		)	(1,093	)
Total loans (1)	(675		)	(853	)	(929		)	(1,183	)
Other assets (2)	(152		)	(205	)	(223		)	(265	)
Total	$	(810	)	(1,001	)	$	(1,138	)	(1,408	)


(1)	Represents write-downs of loans based on the appraised value of the collateral.


(2)	Includes the losses on foreclosed real estate and other collateral owned that were measured at fair value subsequent to their initial classification as foreclosed assets. Also includes impairment losses on nonmarketable equity investments.

143

The table below provides quantitative information about the valuation techniques and significant unobservable inputs used in the valuation of substantially all of our Level 3 assets and liabilities that are measured at fair value on a nonrecurring basis using an internal model. The table is limited to financial instruments that had nonrecurring fair value adjustments during the periods presented.

We have excluded from the table classes of Level 3 assets and liabilities measured using an internal model that we consider, both individually and in the aggregate, insignificant relative to our overall Level 3 nonrecurring measurements. We made this determination based upon an evaluation of each class which considered the magnitude of the positions, nature of the unobservable inputs and potential for significant changes in fair value due to changes in those inputs.


($ in millions)	Fair Value Level 3			Valuation Technique(s) (1)	Significant Unobservable Inputs (1)		Range of inputs				Weighted Average (2)		Fair Value Level 3			Valuation Technique(s) (1)	Significant Unobservable Inputs (1)		Range of inputs				Weighted Average (2)
June 30, 2015
September 30, 2015
Residential mortgages held for sale (LOCOM)	$	955	(3)	Discounted cash flow	Default rate	(5)	0.3	—	7.0	%	3.3	%	$	946	(3)	Discounted cash flow	Default rate	(5)	0.2	—	9.6	%	2.4	%
					Discount rate		1.5	—	8.5		3.5						Discount rate		1.5	—	8.5		3.6
					Loss severity		0.9	—	32.7		3.4						Loss severity		0.0	—	29.4		3.1
					Prepayment rate	(6)	1.3	—	100.0		58.8						Prepayment rate	(6)	2.3	—	100.0		58.2
Other assets:
Private equity fund investments (4)	—			Market comparable pricing	Comparability adjustment		—	—	—		—		—			Market comparable pricing	Comparability adjustment		—	—	—		—
Other nonmarketable equity investments	221			Market comparable pricing	Comparability adjustment		4.8	—	8.0		6.6		213			Market comparable pricing	Comparability adjustment		4.8	—	8.0		7.1
Insignificant level 3 assets	191												339
Total	$	1,367											$	1,498
December 31, 2014
Residential mortgages held for sale (LOCOM)	$	1,098	(3)	Discounted cash flow	Default rate	(5)	0.9	—	3.8	%	2.1	%	$	1,098	(3)	Discounted cash flow	Default rate	(5)	0.9	—	3.8	%	2.1	%
					Discount rate		1.5	—	8.5		3.6						Discount rate		1.5	—	8.5		3.6
					Loss severity		0.0	—	29.8		3.8						Loss severity		0.0	—	29.8		3.8
					Prepayment rate	(6)	2.0	—	100.0		65.5						Prepayment rate	(6)	2.0	—	100.0		65.5
Other assets: private equity fund investments (4)	171			Market comparable pricing	Comparability adjustment		6.0	—	6.0		6.0
Other assets:
Private equity fund investments (4)													171			Market comparable pricing	Comparability adjustment		6.0	—	6.0		6.0
Insignificant level 3 assets	294												294
Total	$	1,563											$	1,563


(1)	Refer to the narrative following the recurring quantitative Level 3 table of this Note for a definition of the valuation technique(s) and significant unobservable inputs.


(2)	For residential MHFS, weighted averages are calculated using outstanding unpaid principal balance of the loans.


(3)	Consists of approximately $~~904~~899 million and $1.0 billion government insured/guaranteed loans purchased from GNMA-guaranteed mortgage securitizations at ~~June~~September 30, 2015 and December 31, 2014, respectively, and $5147 million and $78 million of other mortgage loans which are not government insured/guaranteed at ~~June~~September 30, 2015 and December 31, 2014, respectively.


(4)	Represents a single investment. For additional information, see the “Alternative Investments” section in this Note.


(5)	Applies only to non-government insured/guaranteed loans.


(6)	Includes the impact on prepayment rate of expected defaults for the government insured/guaranteed loans, which affects the frequency and timing of early resolution of loans.

144

Note 13: Fair Values of Assets and Liabilities (continued)

Alternative Investments

The following table summarizes our investments in various types of funds for which we use net asset values (NAVs) per share as a practical expedient to measure fair value on recurring and nonrecurring bases. The investments are included in trading

assets, available-for-sale securities, and other assets. The table excludes those investments that are probable of being sold at an amount different from the funds’ NAVs.


(in millions)	Fair value		Unfunded commitments	Redemption frequency	Redemption notice period	Fair value		Unfunded commitments	Redemption frequency	Redemption notice period
June 30, 2015
September 30, 2015
Offshore funds	$	55	—	Daily - Quarterly	1 - 60 days	$	28	—	Daily - Monthly	1 - 30 days
Hedge funds	1		—	Daily - Quarterly	1-90 days	1		—	Daily - Quarterly	1-90 days
Private equity funds (1)(2)	987		202	N/A	N/A	921		192	N/A	N/A
Venture capital funds (2)	84		9	N/A	N/A	97		9	N/A	N/A
Total (3)	$	1,127	211			$	1,047	201
December 31, 2014
Offshore funds	$	125	—	Daily - Quarterly	1 - 60 days	$	125	—	Daily - Quarterly	1 - 60 days
Hedge funds	1		—	Daily - Quarterly	1-90 days	1		—	Daily - Quarterly	1-90 days
Private equity funds (1)(2)	1,313		243	N/A	N/A	1,313		243	N/A	N/A
Venture capital funds (2)	68		9	N/A	N/A	68		9	N/A	N/A
Total (3)	$	1,507	252			$	1,507	252

N/A - Not applicable


(1)	Excludes a private equity fund investment of $0 million and $171 million at ~~June~~September 30, 2015, and December 31, 2014, respectively. This investment was sold in second quarter 2015 for an amount different from the fund’s NAV.


(2)	Includes certain investments subject to the Volcker Rule that we may have to divest.

(3)

~~June~~September 30, 2015, and December 31, 2014, include $~~1.0 billion~~922 million and $1.3 billion, respectively, of fair value for nonmarketable equity investments carried at cost for which we use NAVs as a practical expedient to determine nonrecurring fair value adjustments. The fair values of investments that had nonrecurring fair value adjustments were $~~125~~133 million and $108 million at ~~June~~September 30, 2015, and December 31, 2014, respectively.

Offshore funds primarily invest in foreign mutual funds. Redemption restrictions are in place for ~~these~~ investments with a fair value of $0 million and $24 million at ~~both June~~September 30, 2015, and December 31, 2014, ~~due to lock-up provisions that will remain in effect until February 2016.~~respectively.

Private equity funds invest in equity and debt securities issued by private and publicly-held companies in connection with leveraged buyouts, recapitalizations and expansion opportunities. These investments do not allow redemptions. Alternatively, we receive distributions as the underlying assets of the funds liquidate, which we expect to occur over the next 6 years.

Venture capital funds invest in domestic and foreign companies in a variety of industries, including information technology, financial services and healthcare. These investments can never be redeemed with the funds. Instead, we receive distributions as the underlying assets of the fund liquidate, which we expect to occur over the next 4 years.

145

Fair Value Option

The fair value option is an irrevocable election, generally only permitted upon initial recognition of financial assets or liabilities, to measure eligible financial instruments at fair value with changes in fair value reflected in earnings. We may elect the fair value option to align the measurement model with how the financial assets or liabilities are managed or to reduce complexity or accounting asymmetry. For more information, including the basis for our fair value option elections, see Note 17 (Fair Values of Assets and Liabilities) to Financial Statements in our 2014 Form 10-K.

The following table reflects differences between the fair value carrying amount of certain assets and liabilities for which we have elected the fair value option and the contractual aggregate unpaid principal amount at maturity.


	June 30, 2015					December 31, 2014				September 30, 2015					December 31, 2014
(in millions)	Fair value carrying amount		Aggregate unpaid principal	Fair value carrying amount less aggregate unpaid principal		Fair value carrying amount	Aggregate unpaid principal	Fair value carrying amount less aggregate unpaid principal		Fair value carrying amount		Aggregate unpaid principal	Fair value carrying amount less aggregate unpaid principal		Fair value carrying amount	Aggregate unpaid principal	Fair value carrying amount less aggregate unpaid principal
Trading assets - loans:
Total loans	$	1,804	1,827	(23	)	1,387	1,410	(23	)	$	805	850	(45	)	1,387	1,410	(23	)
Nonaccrual loans	5		6	(1	)	—	1	(1	)	—		—	—		—	1	(1	)
Mortgages held for sale:
Total loans	21,539		21,227	312		15,565	15,246	319		17,627		17,027	600		15,565	15,246	319
Nonaccrual loans	128		207	(79	)	160	252	(92	)	81		137	(56	)	160	252	(92	)
Loans 90 days or more past due and still accruing	26		30	(4	)	27	30	(3	)	19		21	(2	)	27	30	(3	)
Loans held for sale:
Total loans	—		10	(10	)	1	10	(9	)	—		5	(5	)	1	10	(9	)
Nonaccrual loans	—		10	(10	)	1	10	(9	)	—		5	(5	)	1	10	(9	)
Loans:
Total loans	5,651		5,438	213		5,788	5,527	261		5,529		5,319	210		5,788	5,527	261
Nonaccrual loans	494		508	(14	)	367	376	(9	)	406		422	(16	)	367	376	(9	)
Other assets (1)	2,636		n/a	n/a		2,512	n/a	n/a		2,745		n/a	n/a		2,512	n/a	n/a


(1)	Consists of nonmarketable equity investments carried at fair value. See Note 6 (Other Assets) for more information.

146

Note 13: Fair Values of Assets and Liabilities (continued)

The assets and liabilities accounted for under the fair value option are initially measured at fair value. Gains and losses from initial measurement and subsequent changes in fair value are recognized in earnings. The changes in fair value related to initial

measurement and subsequent changes in fair value included in earnings for these assets and liabilities measured at fair value are shown below by income statement line item.


	2015						2014					2015						2014
(in millions)	Mortgage banking noninterest income		Net gains (losses) from trading activities		Other noninterest income		Mortgage banking noninterest income	Net gains (losses) from trading activities		Other noninterest income		Mortgage banking noninterest income		Net gains (losses) from trading activities		Other noninterest income		Mortgage banking noninterest income	Net gains (losses) from trading activities		Other noninterest income
Quarter ended June 30,
Quarter ended September 30,
Trading assets - loans	$	—	4		1		—	6		2		$	—	(16	)	1		—	8		1
Mortgages held for sale	316		—		—		694	—		—		662		—		—		365	—		—
Loans	—		—		(39	)	—	—		1		—		—		(2	)	—	—		(44	)
Other assets	—		—		(10	)	—	—		(31	)	—		—		109		—	—		62
Other interests held (1)	—		(2	)	—		—	(4	)	1		—		(3	)	—		—	(2	)	—
Six months ended June 30,
Nine months ended September 30,
Trading assets - loans	$	—	19		2		—	18		2		$	—	3		3		—	25		4
Mortgages held for sale	897		—		—		1,200	—		—		1,559		—		—		1,565	—		—
Loans	—		—		(43	)	—	—		1		—		—		(45	)	—	—		(43	)
Other assets	—		—		28		—	—		(92	)	—		—		137		—	—		(30	)
Other interests held (1)	—		(2	)	—		—	(5	)	—		—		(5	)	—		—	(7	)	—


(1)	Consists of retained interests in securitizations and changes in fair value of letters of credit.

For performing loans, instrument-specific credit risk gains or losses were derived principally by determining the change in fair value of the loans due to changes in the observable or implied credit spread. Credit spread is the market yield on the loans less the relevant risk-free benchmark interest rate. For

nonperforming loans, we attribute all changes in fair value to instrument-specific credit risk. The following table shows the estimated gains and losses from earnings attributable to instrument-specific credit risk related to assets accounted for under the fair value option.


	Quarter ended June 30,			Six months ended June 30,		Quarter ended Sep 30,				Nine months ended Sep 30,
(in millions)	2015		2014	2015	2014	2015			2014	2015	2014
Gains (losses) attributable to instrument-specific credit risk:
Trading assets - loans	$	4	6	19	18	$	(16	)	7	3	25
Mortgages held for sale	31		45	48	55	(5		)	7	43	62
Total	$	35	51	67	73	$	(21	)	14	46	87

147

Disclosures about Fair Value of Financial Instruments

The table below is a summary of fair value estimates for financial instruments, excluding financial instruments recorded at fair value on a recurring basis, which are included within the Assets and Liabilities Recorded at Fair Value on a Recurring Basis table included earlier in this Note. The carrying amounts in the following table are recorded on the balance sheet under the indicated captions, except for nonmarketable equity investments, which are included in Other Assets.

We have not included assets and liabilities that are not financial instruments in our disclosure, such as the value of the long-term relationships with our deposit, credit card and trust customers, amortized MSRs, premises and equipment, goodwill and other intangibles, deferred taxes and other liabilities. The total of the fair value calculations presented does not represent, and should not be construed to represent, the underlying value of the Company.


			Estimated fair value						Estimated fair value
(in millions)	Carrying amount		Level 1	Level 2	Level 3	Total	Carrying amount		Level 1	Level 2	Level 3	Total
June 30, 2015
September 30, 2015
Financial assets
Cash and due from banks (1)	$	19,687	19,687	—	—	19,687	$	17,395	17,395	—	—	17,395
Federal funds sold, securities purchased under resale agreements and other short-term investments (1)	232,247		7,991	223,913	343	232,247	254,811		17,668	236,966	177	254,811
Held-to-maturity securities	80,102		45,092	30,895	4,328	80,315	78,668		45,974	30,533	3,612	80,119
Mortgages held for sale (2)	3,908		—	2,955	955	3,910	4,213		—	3,269	946	4,215
Loans held for sale (2)	621		—	635	—	635	430		—	438	—	438
Loans, net (3)	859,330		—	60,303	807,430	867,733	874,085		—	60,970	826,736	887,706
Nonmarketable equity investments (cost method)	6,861		—	36	8,172	8,208	6,786		—	—	7,916	7,916
Financial liabilities
Deposits	1,185,828		—	1,154,586	31,578	1,186,164	1,202,179		—	1,171,938	30,421	1,202,359
Short-term borrowings (1)	82,963		—	82,963	—	82,963	88,069		—	88,069	—	88,069
Long-term debt (4)	179,743		—	170,029	10,456	180,485	185,266		—	174,284	10,418	184,702
December 31, 2014
Financial assets
Cash and due from banks (1)	$	19,571	19,571	—	—	19,571	$	19,571	19,571	—	—	19,571
Federal funds sold, securities purchased under resale agreements and other short-term investments (1)	258,429		8,991	249,438	—	258,429	258,429		8,991	249,438	—	258,429
Held-to-maturity securities	55,483		41,548	9,021	5,790	56,359	55,483		41,548	9,021	5,790	56,359
Mortgages held for sale (2)	3,971		—	2,875	1,098	3,973	3,971		—	2,875	1,098	3,973
Loans held for sale (2)	721		—	739	—	739	721		—	739	—	739
Loans, net (3)	832,671		—	60,052	784,786	844,838	832,671		—	60,052	784,786	844,838
Nonmarketable equity investments (cost method)	7,033		—	—	8,377	8,377	7,033		—	—	8,377	8,377
Financial liabilities
Deposits	1,168,310		—	1,132,845	35,566	1,168,411	1,168,310		—	1,132,845	35,566	1,168,411
Short-term borrowings (1)	63,518		—	63,518	—	63,518	63,518		—	63,518	—	63,518
Long-term debt (4)	183,934		—	174,996	10,479	185,475	183,934		—	174,996	10,479	185,475


(1)	Amounts consist of financial instruments in which carrying value approximates fair value.


(2)	Balance reflects MHFS and LHFS, as applicable, other than those MHFS and LHFS for which we elected the fair value option.


(3)	Loans exclude balances for which the fair value option was elected and also exclude lease financing with a carrying amount of $~~12.2~~12.1 billion and $12.3 billion at ~~June~~September 30, 2015 and December 31, 2014, respectively.


(4)	The carrying amount and fair value exclude obligations under capital leases of $8 million at ~~June~~September 30, 2015 and $9 million at December 31, 2014.

Loan commitments, standby letters of credit and commercial and similar letters of credit are not included in the table above. A reasonable estimate of the fair value of these instruments is the carrying value of deferred fees plus the related allowance, which totaled ~~$949~~$992 million and $945 million at ~~June~~September 30, 2015 and December 31, 2014, respectively.

148

Note 14: Preferred Stock (continued)

Note 14: Preferred Stock

We are authorized to issue 20 million shares of preferred stock and 4 million shares of preference stock, both without par value. Preferred shares outstanding rank senior to common shares both as to dividends and liquidation preference but have no general voting rights. We have not issued any preference shares under

this authorization. If issued, preference shares would be limited to one vote per share. Our total authorized, issued and outstanding preferred stock is presented in the following two tables along with the Employee Stock Ownership Plan (ESOP) Cumulative Convertible Preferred Stock.


	June 30, 2015			December 31, 2014			September 30, 2015			December 31, 2014
	Liquidation preference per share		Shares authorized and designated	Liquidation preference per share		Shares authorized and designated	Liquidation preference per share		Shares authorized and designated	Liquidation preference per share		Shares authorized and designated
DEP Shares
Dividend Equalization Preferred Shares (DEP)	$	10	97,000	$	10	97,000	$	10	97,000	$	10	97,000
Series G
7.25% Class A Preferred Stock	15,000		50,000	15,000		50,000	15,000		50,000	15,000		50,000
Series H
Floating Class A Preferred Stock	20,000		50,000	20,000		50,000	20,000		50,000	20,000		50,000
Series I
Floating Class A Preferred Stock	100,000		25,010	100,000		25,010	100,000		25,010	100,000		25,010
Series J
8.00% Non-Cumulative Perpetual Class A Preferred Stock	1,000		2,300,000	1,000		2,300,000	1,000		2,300,000	1,000		2,300,000
Series K
7.98% Fixed-to-Floating Non-Cumulative Perpetual Class A Preferred Stock	1,000		3,500,000	1,000		3,500,000	1,000		3,500,000	1,000		3,500,000
Series L
7.50% Non-Cumulative Perpetual Convertible Class A Preferred Stock	1,000		4,025,000	1,000		4,025,000	1,000		4,025,000	1,000		4,025,000
Series N
5.20% Non-Cumulative Perpetual Class A Preferred Stock	25,000		30,000	25,000		30,000	25,000		30,000	25,000		30,000
Series O
5.125% Non-Cumulative Perpetual Class A Preferred Stock	25,000		27,600	25,000		27,600	25,000		27,600	25,000		27,600
Series P
5.25% Non-Cumulative Perpetual Class A Preferred Stock	25,000		26,400	25,000		26,400	25,000		26,400	25,000		26,400
Series Q
5.85% Fixed-to-Floating Non-Cumulative Perpetual Class A Preferred Stock	25,000		69,000	25,000		69,000	25,000		69,000	25,000		69,000
Series R
6.625% Fixed-to-Floating Non-Cumulative Perpetual Class A Preferred Stock	25,000		34,500	25,000		34,500	25,000		34,500	25,000		34,500
Series S
5.900% Fixed-to-Floating Non-Cumulative Perpetual Class A Preferred Stock	25,000		80,000	25,000		80,000	25,000		80,000	25,000		80,000
Series T
6.00% Non-Cumulative Perpetual Class A Preferred Stock	25,000		32,200	25,000		32,200
6.000% Non-Cumulative Perpetual Class A Preferred Stock							25,000		32,200	25,000		32,200
Series U
5.875% Fixed-to-Floating Non-Cumulative Perpetual Class A Preferred Stock	25,000		80,000	—		—	25,000		80,000	—		—
Series V
6.000% Non-Cumulative Perpetual Class A Preferred Stock							25,000		40,000	—		—
ESOP
Cumulative Convertible Preferred Stock (1)	—		1,686,871	—		1,251,287	—		1,461,819	—		1,251,287
Total			12,113,581			11,597,997			11,928,529			11,597,997


(1)	See the ESOP Cumulative Convertible Preferred Stock section of this Note for additional information about the liquidation preference for the ESOP Cumulative Convertible Preferred Stock.

149


	June 30, 2015					December 31, 2014					September 30, 2015					December 31, 2014
(in millions, except shares)	Shares issued and outstanding	Par value		Carrying value	Discount	Shares issued and outstanding	Par value		Carrying value	Discount	Shares issued and outstanding	Par value		Carrying value	Discount	Shares issued and outstanding	Par value		Carrying value	Discount
DEP Shares
Dividend Equalization Preferred Shares (DEP)	96,546	$	—	—	—	96,546	$	—	—	—	96,546	$	—	—	—	96,546	$	—	—	—
Series I (1)
Floating Class A Preferred Stock	25,010	2,501		2,501	—	25,010	2,501		2,501	—	25,010	2,501		2,501	—	25,010	2,501		2,501	—
Series J (1)
8.00% Non-Cumulative Perpetual Class A Preferred Stock	2,150,375	2,150		1,995	155	2,150,375	2,150		1,995	155	2,150,375	2,150		1,995	155	2,150,375	2,150		1,995	155
Series K (1)
7.98% Fixed-to-Floating Non-Cumulative Perpetual Class A Preferred Stock	3,352,000	3,352		2,876	476	3,352,000	3,352		2,876	476	3,352,000	3,352		2,876	476	3,352,000	3,352		2,876	476
Series L (1)
7.50% Non-Cumulative Perpetual Convertible Class A Preferred Stock	3,968,000	3,968		3,200	768	3,968,000	3,968		3,200	768	3,968,000	3,968		3,200	768	3,968,000	3,968		3,200	768
Series N (1)
5.20% Non-Cumulative Perpetual Class A Preferred Stock	30,000	750		750	—	30,000	750		750	—	30,000	750		750	—	30,000	750		750	—
Series O (1)
5.125% Non-Cumulative Perpetual Class A Preferred Stock	26,000	650		650	—	26,000	650		650	—	26,000	650		650	—	26,000	650		650	—
Series P (1)
5.25% Non-Cumulative Perpetual Class A Preferred Stock	25,000	625		625	—	25,000	625		625	—	25,000	625		625	—	25,000	625		625	—
Series Q (1)
5.85% Fixed-to-Floating Non-Cumulative Perpetual Class A Preferred Stock	69,000	1,725		1,725	—	69,000	1,725		1,725	—	69,000	1,725		1,725	—	69,000	1,725		1,725	—
Series R (1)
6.625% Fixed-to-Floating Non-Cumulative Perpetual Class A Preferred Stock	33,600	840		840	—	33,600	840		840	—	33,600	840		840	—	33,600	840		840	—
Series S (1)
5.900% Fixed-to-Floating Non-Cumulative Perpetual Class A Preferred Stock	80,000	2,000		2,000	—	80,000	2,000		2,000	—	80,000	2,000		2,000	—	80,000	2,000		2,000	—
Series T (1)
6.000% Non-Cumulative Perpetual Class A Preferred Stock	32,000	800		800	—	32,000	800		800	—	32,000	800		800	—	32,000	800		800	—
Series U (1)
5.875% Fixed-to-Floating Non-Cumulative Perpetual Class A Preferred Stock	80,000	2,000		2,000	—	—	—		—	—	80,000	2,000		2,000	—	—	—		—	—
Series V (1)
6.000% Non-Cumulative Perpetual Class A Preferred Stock											40,000	1,000		1,000	—	—	—		—	—
ESOP
Cumulative Convertible Preferred Stock	1,686,871	1,687		1,687	—	1,251,287	1,251		1,251	—	1,461,819	1,462		1,462	—	1,251,287	1,251		1,251	—
Total	11,654,402	$	23,048	21,649	1,399	11,138,818	$	20,612	19,213	1,399	11,469,350	$	23,823	22,424	1,399	11,138,818	$	20,612	19,213	1,399


(1)	Preferred shares qualify as Tier 1 capital.

In January 2015, we issued 2 million Depositary Shares, each representing a 1/25th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series U, for an aggregate public offering price of $2.0 billion. In September 2015, we issued 40 million Depositary Shares, each representing a 1/1,000th interest in a share of the Non-Cumulative Perpetual Class A Preferred Stock, Series V, for an aggregate public offering price of $1.0 billion.

See Note 7 (Securitizations and Variable Interest Entities) for additional information on our trust preferred securities. We do not have a commitment to issue Series G or H preferred stock.

150

Note 14: Preferred Stock (continued)

ESOP Cumulative Convertible Preferred Stock All shares of our ESOP Cumulative Convertible Preferred Stock (ESOP Preferred Stock) were issued to a trustee acting on behalf of the Wells Fargo & Company 401(k) Plan (the 401(k) Plan). Dividends on the ESOP Preferred Stock are cumulative from the date of initial issuance and are payable quarterly at annual rates based upon the year of issuance. Each share of ESOP Preferred Stock released from the unallocated reserve of the 401(k) Plan is converted into shares of our common stock based on the stated value of the

ESOP Preferred Stock and the then current market price of our common stock. The ESOP Preferred Stock is also convertible at the option of the holder at any time, unless previously redeemed. We have the option to redeem the ESOP Preferred Stock at any time, in whole or in part, at a redemption price per share equal to the higher of (a) $1,000 per share plus accrued and unpaid dividends or (b) the fair market value, as defined in the Certificates of Designation for the ESOP Preferred Stock.


	Shares issued and outstanding		Carrying value					Adjustable dividend rate			Shares issued and outstanding		Carrying value					Adjustable dividend rate
(in millions, except shares)	Jun 30, 2015	Dec 31, 2014	Jun 30, 2015			Dec 31, 2014		Minimum		Maximum	Sep 30, 2015	Dec 31, 2014	Sep 30, 2015			Dec 31, 2014		Minimum		Maximum
ESOP Preferred Stock
$1,000 liquidation preference per share
2015	619,893	—	$	620		—		8.90	%	9.90	394,841	—	$	395		—		8.90	%	9.90
2014	318,791	352,158	319			352		8.70		9.70	318,791	352,158	319			352		8.70		9.70
2013	251,304	288,000	251			288		8.50		9.50	251,304	288,000	251			288		8.50		9.50
2012	166,353	189,204	166			189		10.00		11.00	166,353	189,204	166			189		10.00		11.00
2011	177,614	205,263	178			205		9.00		10.00	177,614	205,263	178			205		9.00		10.00
2010	113,234	141,011	113			141		9.50		10.50	113,234	141,011	113			141		9.50		10.50
2008	28,972	42,204	29			42		10.50		11.50	28,972	42,204	29			42		10.50		11.50
2007	10,710	24,728	11			25		10.75		11.75	10,710	24,728	11			25		10.75		11.75
2006	—	8,719	—			9		10.75		11.75	—	8,719	—			9		10.75		11.75
Total ESOP Preferred Stock (1)	1,686,871	1,251,287	$	1,687		1,251					1,461,819	1,251,287	$	1,462		1,251
Unearned ESOP shares (2)			$	(1,835	)	(1,360	)						$	(1,590	)	(1,360	)


(1)	At ~~June~~September 30, 2015 and December 31, 2014, additional paid-in capital included $~~148~~128 million and $109 million, respectively, related to ESOP preferred stock.


(2)	We recorded a corresponding charge to unearned ESOP shares in connection with the issuance of the ESOP Preferred Stock. The unearned ESOP shares are reduced as shares of the ESOP Preferred Stock are committed to be released.

151

Note 15: Employee Benefits

We sponsor a frozen noncontributory qualified defined benefit retirement plan called the Wells Fargo & Company Cash Balance Plan (Cash Balance Plan), which covers eligible employees of Wells Fargo. The Cash Balance Plan was frozen on July 1, 2009, and no new benefits accrue after that date.

The net periodic benefit cost was:


	2015						2014					2015						2014
	Pension benefits						Pension benefits					Pension benefits						Pension benefits
(in millions)	Qualified			Non-qualified	Other benefits		Qualified		Non-qualified	Other benefits		Qualified			Non-qualified	Other benefits		Qualified		Non-qualified	Other benefits
Quarter ended June 30,
Quarter ended September 30,
Service cost	$	1		—	2		—		—	2		$	1		—	1		1		—	1
Interest cost	107			7	10		117		8	9		107			5	11		116		6	12
Expected return on plan assets	(161		)	—	(9	)	(158	)	—	(9	)	(161		)	—	(8	)	(157	)	—	(9	)
Amortization of net actuarial loss (gain)	27			4	(1	)	23		2	(7	)	27			5	(1	)	22		4	(7	)
Amortization of prior service credit	—			—	—		—		—	—		—			—	(1	)	—		—	(1	)
Settlement loss	—			—	—		—		2	—		—			—	—		—		—	—
Net periodic benefit cost (income)	$	(26	)	11	2		(18	)	12	(5	)	$	(26	)	10	2		(18	)	10	(4	)
Six months ended June 30,
Nine months ended September 30,
Service cost	$	1		—	4		—		—	4		$	2		—	5		1		—	5
Interest cost	214			13	21		233		14	20		321			18	32		349		20	32
Expected return on plan assets	(322		)	—	(18	)	(315	)	—	(18	)	(483		)	—	(26	)	(472	)	—	(27	)
Amortization of net actuarial loss (gain)	54			9	(2	)	46		5	(14	)	81			14	(3	)	68		9	(21	)
Amortization of prior service credit	—			—	(1	)	—		—	(1	)	—			—	(2	)	—		—	(2	)
Settlement loss	—			13	—		—		2	—		—			13	—		—		2	—
Net periodic benefit cost (income)	$	(53	)	35	4		(36	)	21	(9	)	$	(79	)	45	6		(54	)	31	(13	)

152

Note 16: Earnings Per Common Share

The table below shows earnings per common share and diluted earnings per common share and reconciles the numerator and denominator of both earnings per common share calculations.

~~See Note 1 (Summary of Significant Accounting Policies) for discussion of private share repurchases and the Consolidated Statement of Changes in Equity.~~


	Quarter ended June 30,			Six months ended June 30,			Quarter ended September 30,			Nine months ended September 30,
(in millions, except per share amounts)	2015		2014	2015		2014	2015		2014	2015		2014
Wells Fargo net income	$	5,719	5,726	$	11,523	11,619	$	5,796	5,729	$	17,319	17,348
Less: Preferred stock dividends and other	356		302	699		588	353		321	1,052		909
Wells Fargo net income applicable to common stock (numerator)	$	5,363	5,424	$	10,824	11,031	$	5,443	5,408	$	16,267	16,439
Earnings per common share
Average common shares outstanding (denominator)	5,151.9		5,268.4	5,156.1		5,265.6	5,125.8		5,225.9	5,145.9		5,252.2
Per share	$	1.04	1.02	$	2.10	2.09	$	1.06	1.04	$	3.16	3.13
Diluted earnings per common share
Average common shares outstanding	5,151.9		5,268.4	5,156.1		5,265.6	5,125.8		5,225.9	5,145.9		5,252.2
Add: Stock options	27.3		33.4	28.1		33.7	25.5		32.3	27.3		33.4
Restricted share rights	26.8		36.4	34.6		42.3	29.0		38.9	33.0		41.4
Warrants	14.5		12.6	14.4		11.6	13.5		13.3	14.1		12.2
Diluted average common shares outstanding (denominator)	5,220.5		5,350.8	5,233.2		5,353.2	5,193.8		5,310.4	5,220.3		5,339.2
Per share	$	1.03	1.01	$	2.07	2.06	$	1.05	1.02	$	3.12	3.08

The following table presents any outstanding options and warrants to purchase shares of common stock that were anti-dilutive (the exercise price was higher than the weighted-average market price), and therefore not included in the calculation of diluted earnings per common share.


	Weighted-average shares				Weighted-average shares
	Quarter ended June 30,		Six months ended June 30,		Quarter ended September 30,		Nine months ended September 30,
(in millions)	2015	2014	2015	2014	2015	2014	2015	2014
Options	5.6	7.8	6.3	8.6	5.0	7.2	5.9	8.2

153

Note 17: Other Comprehensive Income

The following table provides the components of other comprehensive income (OCI), reclassifications to net income by income statement line item, and the related tax effects.


	Quarter ended June 30,														Six months ended June 30,												Quarter ended September 30,														Nine months ended September 30,
	2015								2014						2015						2014						2015								2014						2015						2014
(in millions)	Before tax			Tax effect		Net of tax			Before tax		Tax effect		Net of tax		Before tax		Tax effect		Net of tax		Before tax		Tax effect		Net of tax		Before tax			Tax effect		Net of tax			Before tax		Tax effect		Net of tax		Before tax		Tax effect		Net of tax		Before tax		Tax effect		Net of tax
Investment securities:
Net unrealized gains (losses) arising during the period	$	(1,969	)	678		(1,291		)	2,085		(836	)	1,249		(1,576	)	631		(945	)	4,810		(1,829	)	2,981		$	(441	)	148		(293		)	(944	)	260		(684	)	(2,017	)	779		(1,238	)	3,866		(1,569	)	2,297
Reclassification of net (gains) losses to net income:
Interest income on investment securities (1)	1			—		1			(11	)	4		(7	)	(2	)	1		(1	)	(26	)	10		(16	)	1			(1	)	—			(5	)	2		(3	)	(1	)	—		(1	)	(31	)	12		(19	)
Net gains on debt securities	(181		)	68		(113		)	(71	)	27		(44	)	(459	)	173		(286	)	(154	)	58		(96	)	(147		)	52		(95		)	(253	)	96		(157	)	(606	)	225		(381	)	(407	)	154		(253	)
Net gains from equity investments	(38		)	14		(24		)	(68	)	25		(43	)	(57	)	21		(36	)	(364	)	137		(227	)	(288		)	107		(181		)	(403	)	152		(251	)	(345	)	128		(217	)	(767	)	289		(478	)
Other noninterest income																											(5		)	2		(3		)	—		—		—		(5	)	2		(3	)	—		—		—
Subtotal reclassifications to net income	(218		)	82		(136		)	(150	)	56		(94	)	(518	)	195		(323	)	(544	)	205		(339	)	(439		)	160		(279		)	(661	)	250		(411	)	(957	)	355		(602	)	(1,205	)	455		(750	)
Net change	(2,187		)	760		(1,427		)	1,935		(780	)	1,155		(2,094	)	826		(1,268	)	4,266		(1,624	)	2,642		(880		)	308		(572		)	(1,605	)	510		(1,095	)	(2,974	)	1,134		(1,840	)	2,661		(1,114	)	1,547
Derivatives and hedging activities:
Net unrealized gains (losses) arising during the period	(488		)	184		(304		)	212		(80	)	132		464		(175	)	289		256		(97	)	159		1,769			(667	)	1,102			(34	)	13		(21	)	2,233		(842	)	1,391		222		(84	)	138
Reclassification of net (gains) losses to net income:
Interest income on investment securities																											—			—		—			—		—		—		(2	)	1		(1	)	(1	)	1		—
Interest income on loans	(272		)	103		(169		)	(130	)	49		(81	)	(509	)	192		(317	)	(254	)	96		(158	)	(297		)	112		(185		)	(133	)	49		(84	)	(806	)	304		(502	)	(387	)	145		(242	)
Interest expense on long-term debt	5			(2	)	3			16		(6	)	10		9		(3	)	6		34		(13	)	21		4			(2	)	2			6		(2	)	4		13		(5	)	8		40		(15	)	25
Interest income on investment securities	(1		)	—		(1		)	(1	)	1		—		(2	)	1		(1	)	(1	)	1		—
Subtotal reclassifications to net income	(268		)	101		(167		)	(115	)	44		(71	)	(502	)	190		(312	)	(221	)	84		(137	)	(293		)	110		(183		)	(127	)	47		(80	)	(795	)	300		(495	)	(348	)	131		(217	)
Net change	(756		)	285		(471		)	97		(36	)	61		(38	)	15		(23	)	35		(13	)	22		1,476			(557	)	919			(161	)	60		(101	)	1,438		(542	)	896		(126	)	47		(79	)
Defined benefit plans adjustments:
Net actuarial losses arising during the period	—			—		—			(12	)	5		(7	)	(11	)	4		(7	)	(12	)	5		(7	)	—			—		—			—		—		—		(11	)	4		(7	)	(12	)	5		(7	)
Reclassification of amounts to net periodic benefit costs (2):
Amortization of net actuarial loss	30			(11	)	19			18		(7	)	11		61		(23	)	38		37		(14	)	23		31			(12	)	19			19		(8	)	11		92		(35	)	57		56		(22	)	34
Settlements and other	—			—		—			2		(1	)	1		12		(5	)	7		1		(1	)	—		(1		)	1		—			(1	)	1		—		11		(4	)	7		—		—		—
Subtotal reclassifications to net periodic benefit costs	30			(11	)	19			20		(8	)	12		73		(28	)	45		38		(15	)	23		30			(11	)	19			18		(7	)	11		103		(39	)	64		56		(22	)	34
Net change	30			(11	)	19			8		(3	)	5		62		(24	)	38		26		(10	)	16		30			(11	)	19			18		(7	)	11		92		(35	)	57		44		(17	)	27
Foreign currency translation adjustments:
Net unrealized gains (losses) arising during the period	10			6		16			17		3		20		(45	)	(5	)	(50	)	—		—		—
Net unrealized losses arising during the period																											(59		)	(8	)	(67		)	(32	)	(3	)	(35	)	(104	)	(13	)	(117	)	(32	)	(3	)	(35	)
Reclassification of net losses to net income:
Noninterest income	—			—		—			—		—		—		—		—		—		6		—		6		—			—		—			—		—		—		—		—		—		6		—		6
Net change	10			6		16			17		3		20		(45	)	(5	)	(50	)	6		—		6		(59		)	(8	)	(67		)	(32	)	(3	)	(35	)	(104	)	(13	)	(117	)	(26	)	(3	)	(29	)
Other comprehensive income (loss)	$	(2,903	)	1,040		(1,863		)	2,057		(816	)	1,241		(2,115	)	812		(1,303	)	4,333		(1,647	)	2,686		$	567		(268	)	299			(1,780	)	560		(1,220	)	(1,548	)	544		(1,004	)	2,553		(1,087	)	1,466
Less: Other comprehensive income (loss) from noncontrolling interests, net of tax						(154		)					(124	)					147						(45	)						(22		)					(221	)					125						(266	)
Wells Fargo other comprehensive income (loss), net of tax						$	(1,709	)					1,365						(1,450	)					2,731							$	321						(999	)					(1,129	)					1,732


(1)	Represents net unrealized gains and losses amortized over the remaining lives of securities that were transferred from the available-for-sale portfolio to the held-to-maturity portfolio.


(2)	These items are included in the computation of net periodic benefit cost, which is recorded in employee benefits expense (see Note 15 (Employee Benefits) for additional details).

154

Cumulative OCI balances were:


(in millions)	Investment securities			Derivatives and hedging activities		Defined benefit plans adjustments		Foreign currency translation adjustments		Cumulative other compre- hensive income		Investment securities			Derivatives and hedging activities		Defined benefit plans adjustments		Foreign currency translation adjustments		Cumulative other compre- hensive income
Quarter ended June 30, 2015
Quarter ended September 30, 2015
Balance, beginning of period	$	4,784		781		(1,684	)	(104	)	3,777		$	3,509		310		(1,665	)	(86	)	2,068
Net unrealized gains (losses) arising during the period	(1,291		)	(304	)	—		16		(1,579	)	(293		)	1,102		—		(67	)	742
Amounts reclassified from accumulated other comprehensive income	(136		)	(167	)	19		—		(284	)	(279		)	(183	)	19		—		(443	)
Net change	(1,427		)	(471	)	19		16		(1,863	)	(572		)	919		19		(67	)	299
Less: Other comprehensive loss from noncontrolling interests	(152		)	—		—		(2	)	(154	)	(20		)	—		—		(2	)	(22	)
Balance, end of period	$	3,509		310		(1,665	)	(86	)	2,068		$	2,957		1,229		(1,646	)	(151	)	2,389
Quarter ended June 30, 2014
Quarter ended September 30, 2014
Balance, beginning of period												$	5,025		102		(1,037	)	27		4,117
Net unrealized losses arising during the period												(684		)	(21	)	—		(35	)	(740	)
Amounts reclassified from accumulated other comprehensive income												(411		)	(80	)	11		—		(480	)
Net change												(1,095		)	(101	)	11		(35	)	(1,220	)
Less: Other comprehensive loss from noncontrolling interests												(221		)	—		—		—		(221	)
Balance, end of period												$	4,151		1		(1,026	)	(8	)	3,118
Nine months ended September 30, 2015
Balance, beginning of period												$	4,926		333		(1,703	)	(38	)	3,518
Net unrealized gains (losses) arising during the period												(1,238		)	1,391		(7	)	(117	)	29
Amounts reclassified from accumulated other comprehensive income												(602		)	(495	)	64		—		(1,033	)
Net change												(1,840		)	896		57		(117	)	(1,004	)
Less: Other comprehensive income (loss) from noncontrolling interests												129			—		—		(4	)	125
Balance, end of period												$	2,957		1,229		(1,646	)	(151	)	2,389
Nine months ended September 30, 2014
Balance, beginning of period	$	3,746		41		(1,042	)	7		2,752		$	2,338		80		(1,053	)	21		1,386
Net unrealized gains (losses) arising during the period	1,249			132		(7	)	20		1,394		2,297			138		(7	)	(35	)	2,393
Amounts reclassified from accumulated other comprehensive income	(94		)	(71	)	12		—		(153	)	(750		)	(217	)	34		6		(927	)
Net change	1,155			61		5		20		1,241		1,547			(79	)	27		(29	)	1,466
Less: Other comprehensive loss from noncontrolling interests	(124		)	—		—		—		(124	)	(266		)	—		—		—		(266	)
Balance, end of period	$	5,025		102		(1,037	)	27		4,117		$	4,151		1		(1,026	)	(8	)	3,118
Six months ended June 30, 2015
Balance, beginning of period	$	4,926		333		(1,703	)	(38	)	3,518
Net unrealized gains (losses) arising during the period	(945		)	289		(7	)	(50	)	(713	)
Amounts reclassified from accumulated other comprehensive income	(323		)	(312	)	45		—		(590	)
Net change	(1,268		)	(23	)	38		(50	)	(1,303	)
Less: Other comprehensive income (loss) from noncontrolling interests	149			—		—		(2	)	147
Balance, end of period	$	3,509		310		(1,665	)	(86	)	2,068
Six months ended June 30, 2014
Balance, beginning of period	$	2,338		80		(1,053	)	21		1,386
Net unrealized gains (losses) arising during the period	2,981			159		(7	)	—		3,133
Amounts reclassified from accumulated other comprehensive income	(339		)	(137	)	23		6		(447	)
Net change	2,642			22		16		6		2,686
Less: Other comprehensive loss from noncontrolling interests	(45		)	—		—		—		(45	)
Balance, end of period	$	5,025		102		(1,037	)	27		4,117

155

Note 18: Operating Segments

We have three reportable operating segments: Community Banking; Wholesale Banking; and Wealth and Investment Management (WIM) (formerly Wealth, Brokerage and ~~Retirement. The results for these~~Retirement). We define our operating segments by product type and customer segment and their results are based on our management accounting process, for which there is no comprehensive, authoritative guidance equivalent to GAAP for financial accounting. The management accounting process measures the performance of the operating segments based on our management structure and is not necessarily comparable

with similar information for other financial services companies. ~~We define our operating segments by product type and customer segment.~~

If the management structure and/or the allocation process changes, allocations, transfers and assignments may change. Effective third quarter 2015, we realigned our asset management business from Wholesale Banking to WIM, and realigned our reinsurance business from WIM and our strategic auto investments from Community Banking to Wholesale Banking. Results for these operating segments were revised for prior periods to reflect the impact of these realignments. For a description of our operating segments, including the underlying management accounting process, see Note 24 (Operating Segments) to Financial Statements in our 2014 Form 10-K.


	Community Banking			Wholesale Banking				Wealth, Brokerage and Retirement				Other (1)				Consolidated Company		Community Banking			Wholesale Banking				Wealth and Investment Management				Other (1)				Consolidated Company
(income/expense in millions, average balances in billions)	2015		2014	2015		2014		2015		2014		2015		2014		2015	2014	2015		2014	2015		2014		2015		2014		2015		2014		2015	2014
Quarter ended June 30,
Quarter ended Sep 30,
Net interest income (2)	$	7,698	7,386	3,068		2,953		865		775		(361	)	(323	)	11,270	10,791	$	7,822	7,455	3,128		3,061		887		753		(380	)	(328	)	11,457	10,941
Provision (reversal of provision) for credit losses	363		279	(58	)	(49	)	(10	)	(25	)	5		12		300	217	658		465	45		(85	)	(6	)	(25	)	6		13		703	368
Noninterest income	4,963		5,220	3,015		2,993		2,874		2,775		(804	)	(713	)	10,048	10,275	5,796		5,356	2,442		2,606		2,991		3,052		(811	)	(742	)	10,418	10,272
Noninterest expense	7,164		7,020	3,295		3,203		2,775		2,695		(765	)	(724	)	12,469	12,194	7,219		7,049	3,036		2,997		2,909		2,945		(765	)	(743	)	12,399	12,248
Income (loss) before income tax expense (benefit)	5,134		5,307	2,846		2,792		974		880		(405	)	(324	)	8,549	8,655	5,741		5,297	2,489		2,755		975		885		(432	)	(340	)	8,773	8,597
Income tax expense (benefit)	1,707		1,820	840		838		369		334		(153	)	(123	)	2,763	2,869	1,861		1,603	722		830		371		338		(164	)	(129	)	2,790	2,642
Net income (loss) before noncontrolling interests	3,427		3,487	2,006		1,954		605		546		(252	)	(201	)	5,786	5,786	3,880		3,694	1,767		1,925		604		547		(268	)	(211	)	5,983	5,955
Less: Net income (loss) from noncontrolling interests	69		56	(5	)	2		3		2		—		—		67	60	194		233	(5	)	(4	)	(2	)	(3	)	—		—		187	226
Net income (loss) (3)	$	3,358	3,431	2,011		1,952		602		544		(252	)	(201	)	5,719	5,726	$	3,686	3,461	1,772		1,929		606		550		(268	)	(211	)	5,796	5,729
Average loans	$	506.5	505.4	343.6		308.1		59.3		51.0		(39.0	)	(33.5	)	870.4	831.0	$	511.0	498.3	363.1		316.8		61.1		52.6		(40.1	)	(34.5	)	895.1	833.2
Average assets	993.3		918.1	618.0		532.4		193.3		187.6		(75.3	)	(74.1	)	1,729.3	1,564.0	977.1		944.8	652.6		562.0		192.6		185.2		(75.9	)	(74.1	)	1,746.4	1,617.9
Average core deposits	685.7		639.8	304.2		265.8		159.4		153.0		(70.1	)	(66.9	)	1,079.2	991.7	690.5		646.9	311.3		278.3		163.0		153.7		(71.2	)	(66.7	)	1,093.6	1,012.2
Six months ended June 30,
Nine months ended Sep 30,
Net interest income (2)	$	15,259	14,661	5,989		5,844		1,726		1,543		(718	)	(642	)	22,256	21,406	$	23,051	22,075	9,215		9,021		2,545		2,221		(1,098	)	(970	)	33,713	32,347
Provision (reversal of provision) for credit losses	980		698	(64	)	(142	)	(13	)	(33	)	5		19		908	542	1,638		1,163	(19	)	(227	)	(19	)	(58	)	11		32		1,611	910
Noninterest income	10,186		10,538	6,006		5,682		5,746		5,475		(1,598	)	(1,410	)	20,340	20,285	15,980		15,883	7,902		7,691		9,285		9,135		(2,409	)	(2,152	)	30,758	30,557
Noninterest expense	14,228		13,794	6,704		6,418		5,606		5,406		(1,562	)	(1,476	)	24,976	24,142	21,442		20,839	9,191		8,843		9,069		8,927		(2,327	)	(2,219	)	37,375	36,390
Income (loss) before income tax expense (benefit)	10,237		10,707	5,355		5,250		1,879		1,645		(759	)	(595	)	16,712	17,007	15,951		15,956	7,945		8,096		2,780		2,487		(1,191	)	(935	)	25,485	25,604
Income tax expense (benefit)	3,071		3,196	1,546		1,552		713		624		(288	)	(226	)	5,042	5,146	4,921		4,781	2,309		2,418		1,054		944		(452	)	(355	)	7,832	7,788
Net income (loss) before noncontrolling interests	7,166		7,511	3,809		3,698		1,166		1,021		(471	)	(369	)	11,670	11,861	11,030		11,175	5,636		5,678		1,726		1,543		(739	)	(580	)	17,653	17,816
Less: Net income (loss) from noncontrolling interests	143		236	1		4		3		2		—		—		147	242	337		469	(8	)	(3	)	5		2		—		—		334	468
Net income (loss) (3)	$	7,023	7,275	3,808		3,694		1,163		1,019		(471	)	(369	)	11,523	11,619	$	10,693	10,706	5,644		5,681		1,721		1,541		(739	)	(580	)	17,319	17,348
Average loans	$	506.5	505.2	340.6		305.0		58.1		50.5		(38.3	)	(33.3	)	866.9	827.4	$	507.8	502.7	348.4		309.2		59.1		51.2		(38.9	)	(33.7	)	876.4	829.4
Average assets	993.2		905.5	606.5		524.9		194.5		189.1		(75.6	)	(74.4	)	1,718.6	1,545.1	984.0		914.5	628.6		544.0		191.1		185.4		(75.7	)	(74.3	)	1,728.0	1,569.6
Average core deposits	677.3		633.2	303.8		262.4		160.4		154.5		(70.3	)	(67.3	)	1,071.2	982.8	681.8		637.8	306.2		267.7		161.4		154.3		(70.6	)	(67.1	)	1,078.8	992.7


(1)	Includes items not specific to a business segment and elimination of certain items that are included in more than one business segment, substantially all of which represents products and services for wealth management customers provided in Community Banking stores.

(2)

Net interest income is the difference between interest earned on assets and the cost of liabilities to fund those assets. Interest earned includes actual interest earned on segment assets and, if the segment has excess liabilities, interest credits for providing funding to other segments. The cost of liabilities includes interest expense on segment liabilities and, if the segment does not have enough liabilities to fund its assets, a funding charge based on the cost of excess liabilities from another segment.


(3)	Represents segment net income (loss) for Community Banking; Wholesale Banking; and Wealth ~~Brokerage~~ and ~~Retirement~~Investment Management segments and ~~wells~~Wells Fargo net income for the consolidated company.

156

Note 19: Regulatory and Agency Capital Requirements

The Company and each of its subsidiary banks are subject to regulatory capital adequacy requirements promulgated by federal bank regulatory agencies. The Federal Reserve establishes capital requirements for the consolidated financial holding company, and the OCC has similar requirements for the Company’s national banks, including Wells Fargo Bank, N.A. (the Bank).

The following table presents regulatory capital information for Wells Fargo & Company and the Bank using Basel III, which increased minimum required capital ratios, and introduced a minimum Common Equity Tier 1 (CET1) ratio. Beginning second quarter 2015, our capital ratios were calculated in accordance with the Basel III Standardized and Advanced Approaches. ~~Consistent with the Collins Amendment to the Dodd-Frank Act,~~Accordingly, we must report the lower of our CET1, tier 1 and total capital ratios calculated under the Standardized Approach and under the Advanced Approach in the assessment of our capital adequacy. The information presented for 2015 reflects the transition to determining risk-weighted assets (RWAs) under the Basel III Standardized ~~Approach~~and Advanced Approaches with Transition Requirements from RWAs determined using general risk-based capital rules (General Approach) effective in 2014. The Standardized and General

Approaches each apply assigned risk weights to broad risk categories but many of the risk categories

and/or weights were changed by Basel III for the Standardized Approach and will generally result in higher risk-weighted assets than from those prescribed for the General Approach. Calculation of RWAs under the Advanced Approach differs by requiring applicable banks to utilize a risk-sensitive methodology, which relies upon the use of internal credit models, and includes an operational risk component. The Basel III revised definition of capital, and changes are being phased-in effective January 1, 2014, through the end of 2021.

The Bank is an approved seller/servicer of mortgage loans and is required to maintain minimum levels of shareholders’ equity, as specified by various agencies, including the United States Department of Housing and Urban Development, GNMA, FHLMC and FNMA. At ~~June~~September 30, 2015, the Bank met these requirements. Other subsidiaries, including the Company’s insurance and broker-dealer subsidiaries, are also subject to various minimum capital levels, as defined by applicable industry regulations. The minimum capital levels for these subsidiaries, and related restrictions, are not significant to our consolidated operations.


				Wells Fargo & Company				Wells Fargo Bank, N.A.						Wells Fargo & Company				Wells Fargo Bank, N.A.
	Advanced Approach			Standardized Approach		General Approach	Advanced Approach	Standardized Approach	General Approach	Advanced & Standardized Approach Minimum capital ratios (1)	Advanced Approach			Standardized Approach		General Approach	Advanced Approach	Standardized Approach	General Approach	Advanced & Standardized Approach Minimum capital ratios (1)
(in billions, except ratios)	Jun 30, 2015			Jun 30, 2015		Dec 31, 2014	Jun 30, 2015	Jun 30, 2015	Dec 31, 2014	Jun 30, 2015	Sep 30, 2015			Sep 30, 2015		Dec 31, 2014	Sep 30, 2015	Sep 30, 2015	Dec 31, 2014	Sep 30, 2015
Regulatory capital:
Common equity tier 1	$	140.9		$	140.9	137.1	122.9	122.9	119.9		$	142.9		$	142.9	137.1	124.9	124.9	119.9
Tier 1	160.4			160.4		154.7	122.9	122.9	119.9		163.2			163.2		154.7	124.9	124.9	119.9
Total	187.4			198.0		192.9	136.7	146.2	144.0		192.2			202.9		192.9	138.5	148.2	144.0
Assets:
Risk-weighted	$	1,297.1		$	1,306.1	1,242.5	1,118.0	1,192.0	1,142.5		$	1,293.9		$	1,314.4	1,242.5	1,112.6	1,195.0	1,142.5
Adjusted average (2)	1,697.5			1,697.4		1,637.0	1,535.8	1,535.8	1,487.6		1,715.5			1,715.5		1,637.0	1,546.3	1,546.3	1,487.6
Regulatory capital ratios:
Common equity tier 1 capital	10.86		%	10.78		11.04	10.99	10.31	10.49	4.50	11.05		%	10.87		11.04	11.22	10.45	10.49	4.50
Tier 1 capital	12.37			12.28		12.45	10.99	10.31	10.49	6.00	12.61			12.42		12.45	11.22	10.45	10.49	6.00
Total capital	14.45			15.16		15.53	12.23	12.26	12.61	8.00	14.86			15.44		15.53	12.45	12.40	12.61	8.00
Tier 1 leverage (2)	9.45			9.45		9.45	8.00	8.00	8.06	4.00	9.51			9.51		9.45	8.08	8.08	8.06	4.00


(1)	As defined by the regulations issued by the Federal Reserve, OCC and FDIC, which apply to Wells Fargo & Company and Wells Fargo Bank, N.A..

(2)

The leverage ratio consists of Tier 1 capital divided by quarterly average total assets, excluding goodwill and certain other items. The minimum leverage ratio guideline is 3% for banking organizations that do not anticipate significant growth and that have well-diversified risk, excellent asset quality, high liquidity, good earnings, effective management and monitoring of market risk and, in general, are considered top-rated, strong banking organizations.

157



Glossary of Acronyms

ABS	Asset-backed security	HAMP	Home Affordability Modification Program
ACL	Allowance for credit losses	HPI	Home Price Index
ALCO	Asset/Liability Management Committee	HUD	U.S. Department of Housing and Urban Development
ARM	Adjustable-rate mortgage	LCR	Liquidity Coverage Ratio
ARS	Auction rate security	LHFS	Loans held for sale
ASC	Accounting Standards Codification	LIBOR	London Interbank Offered Rate
ASU	Accounting Standards Update	LIHTC	Low-Income Housing Tax Credit
AVM	Automated valuation model	LOCOM	Lower of cost or market value
BCBS	Basel Committee on Bank Supervision	LTV	Loan-to-value
BHC	Bank holding company	MBS	Mortgage-backed security
CCAR	Comprehensive Capital Analysis and Review	MHA	Making Home Affordable programs
CDO	Collateralized debt obligation	MHFS	Mortgages held for sale
CDS	Credit default swaps	MSR	Mortgage servicing right
CET1	Common Equity Tier 1	MTN	Medium-term note
CLO	Collateralized loan obligation	NAV	Net asset value
CLTV	Combined loan-to-value	NPA	Nonperforming asset
CMBS	Commercial mortgage-backed securities	OCC	Office of the Comptroller of the Currency
CPP	Capital Purchase Program	OCI	Other comprehensive income
CRE	Commercial real estate	OTC	Over-the-counter
DOJ	U.S. Department of Justice	OTTI	Other-than-temporary impairment
DPD	Days past due	PCI Loans	Purchased credit-impaired loans
ESOP	Employee Stock Ownership Plan	PTPP	Pre-tax pre-provision profit
FAS	Statement of Financial Accounting Standards	RBC	Risk-based capital
FASB	Financial Accounting Standards Board	RMBS	Residential mortgage-backed securities
FDIC	Federal Deposit Insurance Corporation	ROA	Wells Fargo net income to average total assets
FFELP	Federal Family Education Loan Program	ROE	Wells Fargo net income applicable to common stock
FHA	Federal Housing Administration		to average Wells Fargo common stockholders' equity
FHLB	Federal Home Loan Bank	RWAs	Risk-weighted assets
FHLMC	Federal Home Loan Mortgage Corporation	SEC	Securities and Exchange Commission
FICO	Fair Isaac Corporation (credit rating)	S&P	Standard & Poor’s Ratings Services
FNMA	Federal National Mortgage Association	SLR	Supplemental leverage ratio
FRB	Board of Governors of the Federal Reserve System	SPE	Special purpose entity
FSB	Financial Stability Board	TDR	Troubled debt restructuring
GAAP	Generally accepted accounting principles	VA	Department of Veterans Affairs
GNMA	Government National Mortgage Association	VaR	Value-at-Risk
GSE	Government-sponsored entity	VIE	Variable interest entity
G-SIB	Globally systemic important bank	WFCC	Wells Fargo Canada Corporation

158

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

Information in response to this item can be found in Note 11 (Legal Actions) to Financial Statements in this Report which information is incorporated by reference into this item.

Item 1A. Risk Factors

Information in response to this item can be found under the “Financial Review – Risk Factors” section in this Report which information is incorporated by reference into this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table shows Company repurchases of its common stock for each calendar month in the quarter ended ~~June~~September 30, 2015.

Calendar month
Total number
of shares
repurchased (1)

Weighted-average
price paid per share

Maximum number of
shares that may yet
be repurchased under
the authorization

April (2) 19,846,525
$ 53.89
172,107,432
May 7,322,611
55.54
164,784,821
June 9,110,037
56.85
155,674,784
Total 36,279,173



Calendar month	Total number of shares repurchased (1)	Weighted-average price paid per share		Maximum number of shares that may yet be repurchased under the authorization
July (2)	16,635,418	$	55.75	139,039,366
August (2)	34,034,185	56.09		105,005,181
September	988,453	51.81		104,016,728
Total	51,658,056


(1)	All shares were repurchased under an authorization covering up to 350 million shares of common stock approved by the Board of Directors and publicly announced by the Company on March 26, 2014. Unless modified or revoked by the Board, this authorization does not expire.


(2)	~~Includes~~July includes a private repurchase transaction of ~~13,993,607~~13,562,019 shares at a weighted-average price per share of $~~53.60~~55.30 and August includes a private repurchase transaction of 17,600,304 shares at a weighted-average price per share of $56.82.

The following table shows Company repurchases of the warrants for each calendar month in the quarter ended ~~June~~September 30, 2015.



Calendar month	Total number of warrants repurchased (1)	Average price paid per warrant		Maximum dollar value of warrants that may yet be purchased
~~April~~July	—	$	—	451,944,402
~~May~~August	—	—		451,944,402
~~June~~September	—	—		451,944,402
Total	—


(1)	Warrants are purchased under the authorization covering up to $1 billion in warrants approved by the Board of Directors (ratified and approved on June 22, 2010). Unless modified or revoked by the Board, this authorization does not expire.

159


Item 6.	Exhibits

A list of exhibits to this Form 10-Q is set forth on the Exhibit Index immediately preceding such exhibits and is incorporated herein by reference.

The Company’s SEC file number is 001-2979. On and before November 2, 1998, the Company filed documents with the SEC under the name Norwest Corporation. The former Wells Fargo & Company filed documents under SEC file number 001-6214.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: ~~August 5,~~November 4, 2015 WELLS FARGO & COMPANY

By: /s/ RICHARD D. LEVY

Richard D. Levy

Executive Vice President and Controller

(Principal Accounting Officer)

160

EXHIBIT INDEX

Exhibit

Number

Description

Location

Description

Location

3(a)

Restated Certificate of Incorporation, as amended and in effect on the date hereof.

Incorporated by reference to Exhibit 3(a) to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015.

Restated Certificate of Incorporation, as amended and in effect on the date hereof.

Filed herewith.

3(b)

By-Laws.

Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed January 28, 2011.

By-Laws.

Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed January 28, 2011.

4(a)

See Exhibits 3(a) and 3(b).

4(b)

The Company agrees to furnish upon request to the Commission a copy of each instrument defining the rights of holders of senior and subordinated debt of the Company.

12(a)

Computation of Ratios of Earnings to Fixed Charges:

Filed herewith.

Computation of Ratios of Earnings to Fixed Charges:

Filed herewith.

Quarter ended June 30,

Six months ended June 30,

Quarter
ended Sep 30,

Nine months
ended Sep 30,

2015

2014

2015

2014

2015

2014

2015

2014

Including interest on deposits

9.03

8.81

8.77

8.64

Including interest on deposits

8.88

8.47

8.81

8.58

Excluding interest on deposits

11.29

11.42

11.08

11.22

Excluding interest on deposits

11.02

10.88

11.06

11.11

12(b)

Computation of Ratios of Earnings to Fixed Charges and Preferred Dividends:

Filed herewith.

Computation of Ratios of Earnings to Fixed Charges and Preferred Dividends:

Filed herewith.

Quarter ended June 30,

Six months ended June 30,

Quarter
ended Sep 30,

Nine months
ended Sep 30,

2015

2014

2015

2014

2015

2014

2015

2014

Including interest on deposits

6.03

6.24

5.96

6.23

Including interest on deposits

5.99

5.97

6.14

Excluding interest on deposits

6.89

7.37

6.88

7.40

Excluding interest on deposits

6.82

7.00

6.86

7.26

31(a)

Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Filed herewith.

Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Filed herewith.

31(b)

Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Filed herewith.

Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Filed herewith.

32(a)

Certification of Periodic Financial Report by Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and 18 U.S.C. § 1350.

Furnished herewith.

Certification of Periodic Financial Report by Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and 18 U.S.C. § 1350.

Furnished herewith.

32(b)

Certification of Periodic Financial Report by Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and 18 U.S.C. § 1350.

Furnished herewith.

Certification of Periodic Financial Report by Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and 18 U.S.C. § 1350.

Furnished herewith.

99(a)

Amendment to Consent Order dated effective June 16, 2015, between Wells Fargo Bank, N.A. and the Comptroller of the Currency.

Filed herewith.

101.INS

XBRL Instance Document

Filed herewith.

XBRL Instance Document

Filed herewith.

101.SCH

XBRL Taxonomy Extension Schema Document

Filed herewith.

XBRL Taxonomy Extension Schema Document

Filed herewith.

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

Filed herewith.

XBRL Taxonomy Extension Calculation Linkbase Document

Filed herewith.

101.DEF

XBRL Taxonomy Extension Definitions Linkbase Document

Filed herewith.

XBRL Taxonomy Extension Definitions Linkbase Document

Filed herewith.

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

Filed herewith.

XBRL Taxonomy Extension Label Linkbase Document

Filed herewith.

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith.

XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith.

161