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 September 30, 2013

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 ¨

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 ¨

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 ¨

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

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

Yes ¨ 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

October 31, 2013

Common stock, $1-2/3 par value 5,267,598,642

FORM 10-Q
CROSS-REFERENCE INDEX

PART I	Financial Information
Item 1.	Financial Statements			Page
	Consolidated Statement of Income....................................................................................................................................................			65
	Consolidated Statement of Comprehensive Income.................................................................................................................................			66
	Consolidated Balance Sheet............................................................................................................................................................			67
	Consolidated Statement of Changes in Equity.......................................................................................................................................			68
	Consolidated Statement of Cash Flows...............................................................................................................................................			70
	Notes to Financial Statements
	1	-	Summary of Significant Accounting Policies.....................................................................................................................................	71
	2	-	Business Combinations.............................................................................................................................................................	73
	3	-	Federal Funds Sold, Securities Purchased under Resale Agreements and Other
			Short-Term Investments............................................................................................................................................................	73
	4	-	Securities Available for Sale........................................................................................................................................................	74
	5	-	Loans and Allowance for Credit Losses..........................................................................................................................................	81
	6	-	Other Assets.........................................................................................................................................................................	99
	7	-	Securitizations and Variable Interest Entities....................................................................................................................................	100
	8	-	Mortgage Banking Activities.......................................................................................................................................................	109
	9	-	Intangible Assets.....................................................................................................................................................................	112
	10	-	Guarantees, Pledged Assets and Collateral.......................................................................................................................................	113
	11	-	Legal Actions.........................................................................................................................................................................	117
	12	-	Derivatives............................................................................................................................................................................	118
	13	-	Fair Values of Assets and Liabilities..............................................................................................................................................	126
	14	-	Preferred Stock.......................................................................................................................................................................	149
	15	-	Employee Benefits..................................................................................................................................................................	151
	16	-	Earnings Per Common Share.......................................................................................................................................................	152
	17	-	Other Comprehensive Income.....................................................................................................................................................	153
	18	-	Operating Segments.................................................................................................................................................................	155
	19	-	Regulatory and Agency Capital Requirements..................................................................................................................................	157

Item 2.	Management’s Discussion and Analysis of Financial Condition and
		Results of Operations (Financial Review)
	Summary Financial Data................................................................................................................................................................			2
	Overview..................................................................................................................................................................................			3
	Earnings Performance...................................................................................................................................................................			5
	Balance Sheet Analysis.................................................................................................................................................................			13
	Off-Balance Sheet Arrangements......................................................................................................................................................			17
	Risk Management........................................................................................................................................................................			18
	Capital Management....................................................................................................................................................................			55
	Regulatory Reform......................................................................................................................................................................			59
	Critical Accounting Policies............................................................................................................................................................			60
	Current Accounting Developments...................................................................................................................................................			61
	Forward-Looking Statements..........................................................................................................................................................			62
	Risk Factors..............................................................................................................................................................................			63
	Glossary of Acronyms..................................................................................................................................................................			158

Item 3.	Quantitative and Qualitative Disclosures About Market Risk....................................................................................................................			43

Item 4.	Controls and Procedures................................................................................................................................................................			64

PART II	Other Information
Item 1.	Legal Proceedings........................................................................................................................................................................			159

Item 1A.	Risk Factors..............................................................................................................................................................................			159

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds......................................................................................................................			159

Item 6.	Exhibits....................................................................................................................................................................................			160

Signature........................................................................................................................................................................................				160

Exhibit Index....................................................................................................................................................................................				161

PART I - FINANCIAL INFORMATION

FINANCIAL REVIEW

Summary Financial Data

										% Change
				Quarter ended				Sept. 30, 2013 from			Nine months ended
				Sept. 30,		June 30,	Sept. 30,	June 30,		Sept. 30,	Sept. 30,	Sept. 30,	%
($ in millions, except per share amounts)				2013		2013	2012	2013		2012	2013	2012	Change
For the Period
Wells Fargo net income			$	5,578		5,519	4,937	1	%	13	16,268	13,807	18	%
Wells Fargo net income
	applicable to common stock			5,317		5,272	4,717	1		13	15,520	13,142	18
Diluted earnings per common share				0.99		0.98	0.88	1		13	2.89	2.45	18
Profitability ratios (annualized):
	Wells Fargo net income to
		average assets (ROA)		1.53	%	1.55	1.45	(1)		6	1.52	1.39	9
	Wells Fargo net income applicable
		to common stock to average
		Wells Fargo common
		stockholders' equity (ROE)		14.07		14.02	13.38	-		5	13.92	12.81	9
Efficiency ratio (1)				59.1		57.3	57.1	3		4	58.2	58.5	(1)
Total revenue			$	20,478		21,378	21,213	(4)		(3)	63,115	64,138	(2)
Pre-tax pre-provision profit (PTPP) (2)				8,376		9,123	9,101	(8)		(8)	26,358	26,636	(1)
Dividends declared per common share				0.30		0.30	0.22	-		36	0.85	0.66	29
Average common shares outstanding				5,295.3		5,304.7	5,288.1	-		-	5,293.0	5,292.7	-
Diluted average common shares outstanding				5,381.7		5,384.6	5,355.6	-		-	5,374.7	5,355.7	-
Average loans			$	804,779		800,241	776,734	1		4	801,056	771,200	4
Average assets				1,449,610		1,429,005	1,354,340	1		7	1,427,812	1,326,384	8
Average core deposits (3)				940,279		936,090	895,374	-		5	934,131	882,224	6
Average retail core deposits (4)				670,335		666,043	630,053	1		6	666,393	623,671	7
Net interest margin				3.38	%	3.46	3.66	(2)		(8)	3.44	3.82	(10)
At Period End
Securities available for sale			$	259,399		249,439	229,350	4		13	259,399	229,350	13
Loans				812,325		801,974	782,630	1		4	812,325	782,630	4
Allowance for loan losses				15,159		16,144	17,385	(6)		(13)	15,159	17,385	(13)
Goodwill				25,637		25,637	25,637	-		-	25,637	25,637	-
Assets				1,488,055		1,440,563	1,374,715	3		8	1,488,055	1,374,715	8
Core deposits (3)				947,805		941,158	901,075	1		5	947,805	901,075	5
Wells Fargo stockholders' equity				167,165		162,421	154,679	3		8	167,165	154,679	8
Total equity				168,813		163,777	156,059	3		8	168,813	156,059	8
Tier 1 capital (5)				137,468		132,969	122,741	3		12	137,468	122,741	12
Total capital (5)				171,329		164,998	154,888	4		11	171,329	154,888	11
Capital ratios:
	Total equity to assets			11.34	%	11.37	11.35	-		-	11.34	11.35	-
	Risk-based capital (5):
		Tier 1 capital		12.11		12.12	11.50	-		5	12.11	11.50	5
		Total capital		15.09		15.03	14.51	-		4	15.09	14.51	4
	Tier 1 leverage (5)			9.76		9.63	9.40	1		4	9.76	9.40	4
	Tier 1 common equity (6)			10.60		10.71	9.92	(1)		7	10.60	9.92	7
Common shares outstanding				5,273.7		5,302.2	5,289.6	(1)		-	5,273.7	5,289.6	-
Book value per common share			$	28.98		28.26	27.10	3		7	28.98	27.10	7
Common stock price:
	High			44.79		41.74	36.60	7		22	44.79	36.60	22
	Low			40.79		36.19	32.62	13		25	34.43	27.94	23
	Period end			41.32		41.27	34.53	-		20	41.32	34.53	20
Team members (active, full-time equivalent)				270,600		274,300	267,000	(1)		1	270,600	267,000	1


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

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, 2012 (2012 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. When we refer to “legacy Wells Fargo,” we mean Wells Fargo excluding Wachovia Corporation (Wachovia). 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 $1.5 trillion in assets. Founded in 1852 and headquartered in San Francisco, we provide banking, insurance, investments, mortgage, and consumer and commercial finance through more than 9,000 stores, 12,000 ATMs and the Internet (wellsfargo.com), and we have offices in more than 35 countries to support our customers who conduct business in the global economy. With more than 270,000 active, full-time equivalent team members, we serve one in three households in the United States and rank No. 25 on Fortune’s 2013 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 September 30, 2013.

Our vision is to satisfy all 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. Our primary strategy to achieve this vision is to increase the number of our products our customers utilize and to offer them all of the financial products that fulfill their needs. Our cross-sell strategy, diversified business model and the breadth of our geographic reach facilitate growth in both strong and weak economic cycles, as we can grow by expanding the number of products our current customers have with us, gain new customers in our extended markets, and increase market share in many businesses.

Financial Performance

We continued to demonstrate the benefit of our diversified business model by generating record earnings in third quarter 2013 along with continued strength in return on assets (ROA), return on equity (ROE) and capital. Wells Fargo net income was $5.6 billion in third quarter 2013 with record diluted earnings per share of $0.99. Net income and diluted earnings per share (EPS) increased at double-digit rates (13%) compared with third quarter 2012. This was our 15^th consecutive quarter of EPS growth and 10^th consecutive quarter of record EPS. While the drivers of our earnings growth over this period have differed, reflecting the changing economic and interest rate environment, our focus on meeting our customers’ financial needs has remained the same. The economy continued its pace of moderate growth with gains in consumer spending, business investment and employment. While the recovery remains uneven, there were many positive signs including increased small business optimism and improvements in household net worth with household leverage lower than any time since 2002, which provides capacity for consumer spending and borrowing going forward. The housing market also continued to demonstrate strong momentum. While, as expected, higher interest rates reduced mortgage refinancing activity during the quarter, home price appreciation and affordability both remained strong. This improvement benefited our customers and contributed to our overall credit performance.

Our results this quarter reflected the dynamic environment we are in and the benefit of our diversity. Compared with a year ago:

· our core loan portfolio grew by $44.2 billion, up 6%. This strong performance was broad based with growth in our commercial and consumer portfolios reflecting organic growth and the acquisition of two commercial real estate portfolios;

· our credit performance was strong, as we continued to benefit from our conservative underwriting and improving economic conditions, especially in housing, with net charge-offs down to 48 basis points (annualized) and our total net charge-off dollars down 59%;

· our deposit franchise continued to generate strong growth with average deposits up $79.1 billion while we reduced total deposit costs by 6 basis points to 12 basis points;

· we deepened relationships across our Company, achieving record retail banking cross-sell of 6.15 products per household (August 2013); Wholesale Banking grew to 7.0 products (June 2013) and Wealth, Brokerage and Retirement cross-sell increased to 10.41 products (August 2013);

· we had very strong returns as ROA increased by 8 basis points to 1.53% and ROE increased by 69 basis points to 14.07%; and

· our capital levels continued to grow and our estimated Tier I common equity ratio under Basel III increased to 9.56%, surpassing our stated 9% target.

Our balance sheet continued to strengthen in third quarter 2013 with further core loan and deposit growth and an increase in our securities portfolio. Even during a period with tepid industry loan growth, we have been able to grow our loans on a year-over-year basis for nine consecutive quarters, and for the past six quarters year-over-year growth has been at least 3%, despite runoff from our non-strategic/liquidating portfolios. Our non-strategic/liquidating loan portfolios decreased $3.4 billion during the quarter and, excluding the planned runoff of these loans, our core loan portfolios increased $13.8 billion from the prior quarter. Total average loans were $804.8 billion, up $4.5 billion from the prior quarter. The asset-backed finance, corporate banking, equipment finance, government and institutional

banking, mortgage portfolios, personal credit management, retail brokerage, and retail sales finance portfolios all experienced year-over-year double-digit growth. Our federal funds sold, securities purchased under resale agreements and other short-term investments (collectively referred to as federal funds sold and other short-term investments elsewhere in this Report) increased by $33.4 billion during the quarter on continued strong deposit growth, and we grew our securities available for sale portfolio by $10.0 billion.

While we believe our liquidity position was already strong, with heightened regulatory expectations, we have been adding to our position over the past few months. We issued long-term debt and term-deposits at very low rates and most of the proceeds went into cash and short term investments. Deposit growth remained strong with period-end deposits up $20.3 billion from second quarter 2013. Average deposits have grown while deposit costs have declined for 12 consecutive quarters. We grew our primary consumer checking customers by a net 3.9% from a year ago (August 2013 compared with August 2012), up from net growth of 3.5% last quarter (May 2013 compared with May 2012). The growth in these relationship-based customers should benefit our future results as we remain focused on meeting more of our customers’ needs.

Credit Quality

Credit quality continued to improve in third quarter 2013, with solid performance in several of our commercial and consumer loan portfolios, reflecting our long-term risk focus and the benefit from the improving housing market. Net charge-offs of $975 million were 0.48% (annualized) of average loans, down 73 basis points from a year ago. Net losses in our commercial portfolio were only $19 million, or 2 basis points of average loans. Net consumer losses declined to 86 basis points from 201 basis points in third quarter 2012. We continued to have strong improvement in our commercial and residential real estate portfolios. Our commercial real estate portfolios were in a net recovery position for the third consecutive quarter and losses on our consumer real estate portfolios declined $1.2 billion from a year ago, down 70%. The consumer loss levels improved due to lower severity reflecting the positive momentum in the residential real estate market, with home values improving significantly in many markets, as well as lower default frequency.

Reflecting these improvements in our loan portfolios, our $75 million provision for credit losses this quarter was $1.5 billion less than a year ago. This provision reflected a release of $900 million from the allowance for credit losses (the amount by which net charge-offs exceeded the provision), compared with a release of $767 million a year ago, of which $567 million related to implementation of the OCC guidance issued in third quarter 2012. Given current favorable conditions, we continue to expect future allowance releases, absent a significant deterioration in the economy.

In addition to lower net charge-offs and provision expense, nonperforming assets (NPAs) also improved and were down $360 million from second quarter 2013. Nonaccrual loans declined $1.0 billion from the prior quarter, while foreclosed assets increased $662 million from the prior quarter driven by an increase in government-insured foreclosed assets. The increase in government-insured foreclosed assets was primarily the result of changes to loan modification programs, which slowed foreclosures in prior quarters.

Capital

We continued to strengthen our capital levels in third quarter 2013 even as we returned more capital to our shareholders, increasing total equity to $168.8 billion at September 30, 2013, up $5.0 billion from the prior quarter. Our Tier 1 common equity ratio was 10.60% of risk-weighted assets (RWA) under Basel I. Our estimated Common Equity Tier 1 ratio under Basel III using the advanced approach method increased to 9.56% in the third quarter, exceeding our target of 9% for the first time, which includes a 100 basis point internal capital buffer. Growth in the Basel III ratio primarily resulted from our strong underlying earnings performance and a reduction in risk-weighted assets, which was due to our improved credit profile and model refinements for our commercial portfolios. We took a number of actions to reduce risk-weighted assets such as disposing of an asset that had a punitive risk weighting and obtaining more granular data related to the underlying investments of life insurance assets.

Our third quarter 2013 dividend was $0.30 per share, and we purchased 50.9 million shares in the quarter and executed a $400 million forward purchase contract that is expected to settle in fourth quarter 2013 for approximately 9.8 million shares.

Our other regulatory capital ratios under Basel I remained strong with a Tier 1 capital ratio of 12.11% and Tier 1 leverage ratio of 9.76% at September 30, 2013, compared with 12.12% and 9.63%, respectively, at June 30, 2013. In July 2013, U.S. banking regulatory agencies issued a supplementary leverage ratio proposal for Basel III. Based on our initial review, we believe our current leverage levels would meet the applicable proposed requirements at the holding company and each of its insured depository institution subsidiaries. See the “Capital Management” section in this Report for more information regarding our capital, including Tier 1 common equity.

Earnings Performance

Wells Fargo net income for third quarter 2013 was $5.6 billion ($0.99 diluted earnings per common share) compared with $4.9 billion ($0.88 diluted earnings per common share) for third quarter 2012. Net income for the first nine months of 2013 was $16.3 billion ($2.89 diluted earnings per common share) compared with $13.8 billion ($2.45 diluted earnings per common share) for the same period a year ago. Our 2013 third quarter and nine-month earnings were significantly affected by a reduced provision for credit losses, reflecting strong underlying credit performance.

Revenue, the sum of net interest income and noninterest income, was $20.5 billion in third quarter 2013 compared with $21.2 billion in third quarter 2012. For the first nine months of 2013, revenue was $63.1 billion, down from $64.1 billion a year ago. The decrease in revenue for third quarter 2013 from a year ago was due to a decrease in noninterest income, reflecting declines in mortgage banking. For the first nine months of 2013, the decrease in revenue from the same period a year ago was primarily due to a decrease in net interest income, resulting from continued repricing of the balance sheet in a low interest rate environment, as well as a decrease in noninterest income reflecting declines in mortgage banking. Noninterest income represented 48% of revenue for third quarter 2013 compared with 50% for third quarter 2012.

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 asset 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 on a taxable-equivalent basis was $10.9 billion in third quarter 2013, up from $10.8 billion in third quarter 2012. Net interest income on a taxable-equivalent basis was $32.6 billion for the first nine months of 2013, down from $33.1 billion in the same period a year ago. The net interest margin was 3.38% and 3.44% in the third quarter and first nine months of 2013, down from 3.66% and 3.82% for the same periods a year ago. The decrease in net interest income in the first nine months of 2013 from the same period a year ago was largely driven by the impact of higher yielding loan and available-for-sale (AFS) securities runoff, partially offset by the benefits of AFS securities purchases and growth in core loans. In addition, reductions in deposit and long-term debt costs also helped offset lower income from earning assets. The decline in net interest margin in the third quarter and first nine months of 2013 compared with the same periods a year ago was primarily driven by higher funding balances, including growth in deposits and short and long-term debt, which caused federal funds sold and other short-term investments to increase. This growth in funding, including the growth in federal funds sold and other short-term investments, is dilutive to net interest margin, while essentially neutral to net interest income. In addition, net interest margin for the third quarter and first nine months of 2013 experienced pressure related to growth and repricing of the balance sheet. We expect continued pressure on our net interest margin as the balance sheet continues to reprice in the current low interest rate environment.

Average earning assets increased $111.6 billion in the third quarter and $108.7 billion in the first nine months of 2013 from a year ago, as average securities available for sale increased $33.6 billion and $21.9 billion for the same periods, respectively. Average federal funds sold and other short-term investments increased $64.3 billion in the third quarter and $64.9 billion in the first nine months of 2013 from a year ago. In addition, an increase in real estate 1-4 family first mortgage loans contributed to $28.0 billion and $29.9 billion higher average loans in the third quarter and first nine months of 2013, respectively, compared with 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 $940.3 billion in third quarter 2013 ($934.1 billion in the first nine months of 2013) compared with $895.4 billion in third quarter 2012 ($882.2 billion in the first nine months of 2012) and funded 117% of average loans in third quarter 2013 (117% for the first nine months of 2013) compared with 115% a year ago (114% for the first nine months of 2012). Average core deposits decreased to 73% of average earning assets in the third quarter and 74% in the first nine months of 2013 compared with 76% for both the third quarter and first nine months of 2012. 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 95% 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 September 30,
												2013					2012
												Interest					Interest
								Average	Yields/			income/	Average	Yields/			income/
(in millions)								balance	rates			expense	balance	rates			expense
Earning assets
Federal funds sold, securities purchased under
	resale agreements and other short-term investments						$	155,888	0.31	%	$	121	91,561	0.44	%	$	101
Trading assets								44,809	3.02			339	39,441	3.08			304
Securities available for sale (3):
	Securities of U.S. Treasury and federal agencies							6,633	1.69			28	1,390	1.05			4
	Securities of U.S. states and political subdivisions							40,754	4.35			444	35,925	4.36			392
	Mortgage-backed securities:
		Federal agencies						112,997	2.83			800	94,324	2.88			679
		Residential and commercial						30,216	6.56			496	33,124	6.67			553
			Total mortgage-backed securities					143,213	3.62			1,296	127,448	3.87			1,232
	Other debt and equity securities							55,404	3.27			455	47,647	4.07			486
				Total securities available for sale				246,004	3.61			2,223	212,410	3.98			2,114
Mortgages held for sale (4)								33,227	3.86			320	52,128	3.65			476
Loans held for sale (4)								197	7.25			3	932	7.38			17
Loans:
	Commercial:
		Commercial and industrial						188,410	3.58			1,697	177,500	3.84			1,711
		Real estate mortgage						104,637	4.12			1,086	105,148	4.05			1,070
		Real estate construction						16,188	4.43			181	17,687	5.21			232
		Lease financing						11,700	5.29			155	12,608	6.60			208
		Foreign						44,843	2.09			236	39,663	2.46			245
			Total commercial					365,778	3.64			3,355	352,606	3.91			3,466
	Consumer:
		Real estate 1-4 family first mortgage						254,082	4.20			2,670	234,020	4.51			2,638
		Real estate 1-4 family junior lien mortgage						68,785	4.30			743	79,718	4.26			854
		Credit card						24,989	12.45			784	23,040	12.64			732
		Automobile						49,134	6.85			848	45,658	7.44			854
		Other revolving credit and installment						42,011	4.83			512	41,692	4.58			480
			Total consumer					439,001	5.04			5,557	424,128	5.23			5,558
				Total loans (4)				804,779	4.41			8,912	776,734	4.63			9,024
Other								4,279	5.62			61	4,386	4.62			50
					Total earning assets		$	1,289,183	3.70	%	$	11,979	1,177,592	4.09	%	$	12,086
Funding sources
Deposits:
	Interest-bearing checking						$	34,499	0.06	%	$	5	28,815	0.06	%	$	4
	Market rate and other savings							553,062	0.08			107	506,138	0.12			152
	Savings certificates							47,339	1.08			129	58,206	1.29			188
	Other time deposits							30,423	0.62			47	14,373	1.49			54
	Deposits in foreign offices							81,087	0.15			30	71,791	0.16			30
		Total interest-bearing deposits						746,410	0.17			318	679,323	0.25			428
Short-term borrowings								53,403	0.08			11	51,857	0.17			22
Long-term debt								133,397	1.86			621	127,486	2.37			756
Other liabilities								12,128	2.64			80	9,945	2.40			60
		Total interest-bearing liabilities						945,338	0.43			1,030	868,611	0.58			1,266
Portion of noninterest-bearing funding sources								343,845	-			-	308,981	-			-
					Total funding sources		$	1,289,183	0.32			1,030	1,177,592	0.43			1,266
Net interest margin and net interest income on
	a taxable-equivalent basis (5)								3.38	%	$	10,949		3.66	%	$	10,820
Noninterest-earning assets
Cash and due from banks							$	16,350					15,682
Goodwill								25,637					25,566
Other								118,440					135,500
					Total noninterest-earning assets		$	160,427					176,748
Noninterest-bearing funding sources
Deposits							$	279,156					267,184
Other liabilities								59,969					66,116
Total equity								165,147					152,429
Noninterest-bearing funding sources used to fund earning assets								(343,845)					(308,981)
					Net noninterest-bearing funding sources		$	160,427					176,748
						Total assets	$	1,449,610					1,354,340

(1) Our average prime rate was 3.25% for the quarters ended September 30, 2013 and 2012, and 3.25% for the first nine months of both 2013 and 2012. The average three-month London Interbank Offered Rate (LIBOR) was 0.26% and 0.43% for the quarters ended September 30, 2013 and 2012, respectively, and 0.28% and 0.47%, respectively, for the first nine months of 2013 and 2012.

(2) Yield/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 $202 million and $158 million for the quarters ended September 30, 2013 and 2012, respectively, and $574 million and $504 million for the first nine months of 2013 and 2012, respectively, primarily related to tax-exempt income on certain loans and securities. The federal statutory tax rate utilized was 35% for the periods presented.

Earnings Performance (continued)


								Nine months ended September 30,
												2013					2012
												Interest					Interest
								Average	Yields/			income/	Average	Yields/			income/
(in millions)								balance	rates			expense	balance	rates			expense
Earning assets
Federal funds sold, securities purchased under
	resale agreements and other short-term investments						$	137,926	0.33	%	$	342	73,011	0.47	%	$	257
Trading assets								44,530	3.05			1,020	41,931	3.29			1,035
Securities available for sale (3):
	Securities of U.S. Treasury and federal agencies							6,797	1.66			85	3,041	1.12			25
	Securities of U.S. states and political subdivisions							39,213	4.38			1,288	34,366	4.42			1,139
	Mortgage-backed securities:
		Federal agencies						103,522	2.79			2,164	93,555	3.24			2,277
		Residential and commercial						31,217	6.51			1,524	33,839	6.82			1,731
			Total mortgage-backed securities					134,739	3.65			3,688	127,394	4.19			4,008
	Other debt and equity securities							54,893	3.56			1,463	48,983	4.09			1,501
				Total securities available for sale				235,642	3.69			6,524	213,784	4.16			6,673
Mortgages held for sale (4)								39,950	3.57			1,069	49,531	3.80			1,412
Loans held for sale (4)								172	7.88			10	838	6.07			38
Loans:
	Commercial:
		Commercial and industrial						186,366	3.67			5,113	172,039	4.07			5,245
		Real estate mortgage						105,367	3.96			3,121	105,548	4.24			3,350
		Real estate construction						16,401	4.76			584	18,118	4.98			676
		Lease financing						12,151	6.26			571	12,875	7.47			721
		Foreign						42,357	2.16			683	39,915	2.52			753
			Total commercial					362,642	3.71			10,072	348,495	4.12			10,745
	Consumer:
		Real estate 1-4 family first mortgage						252,904	4.24			8,044	231,256	4.60			7,984
		Real estate 1-4 family junior lien mortgage						71,390	4.29			2,292	82,161	4.28			2,631
		Credit card						24,373	12.54			2,285	22,414	12.75			2,140
		Automobile						47,890	7.03			2,516	44,660	7.60			2,542
		Other revolving credit and installment						41,857	4.76			1,489	42,214	4.55			1,438
			Total consumer					438,414	5.06			16,626	422,705	5.28			16,735
				Total loans (4)				801,056	4.45			26,698	771,200	4.76			27,480
Other								4,229	5.45			172	4,492	4.53			153
					Total earning assets		$	1,263,505	3.79	%	$	35,835	1,154,787	4.28	%	$	37,048
Funding sources
Deposits:
	Interest-bearing checking						$	35,704	0.06	%	$	16	30,465	0.06	%	$	14
	Market rate and other savings							544,208	0.08			341	500,850	0.12			457
	Savings certificates							51,681	1.18			457	60,404	1.33			601
	Other time deposits							24,177	0.81			146	13,280	1.74			173
	Deposits in foreign offices							73,715	0.15			80	67,424	0.16			83
		Total interest-bearing deposits						729,485	0.19			1,040	672,423	0.26			1,328
Short-term borrowings								55,535	0.13			55	50,650	0.17			65
Long-term debt								128,691	2.02			1,950	127,561	2.48			2,375
Other liabilities								12,352	2.37			220	10,052	2.50			189
		Total interest-bearing liabilities						926,063	0.47			3,265	860,686	0.61			3,957
Portion of noninterest-bearing funding sources								337,442	-			-	294,101	-			-
					Total funding sources		$	1,263,505	0.35			3,265	1,154,787	0.46			3,957
Net interest margin and net interest income on
	a taxable-equivalent basis (5)								3.44	%	$	32,570		3.82	%	$	33,091
Noninterest-earning assets
Cash and due from banks							$	16,364					16,283
Goodwill								25,637					25,343
Other								122,306					129,971
					Total noninterest-earning assets		$	164,307					171,597
Noninterest-bearing funding sources
Deposits							$	277,820					256,120
Other liabilities								60,764					60,606
Total equity								163,165					148,972
Noninterest-bearing funding sources used to fund earning assets								(337,442)					(294,101)
					Net noninterest-bearing funding sources		$	164,307					171,597
						Total assets	$	1,427,812					1,326,384

Noninterest Income

Table 2: Noninterest Income

								Nine months
		Quarter ended Sept. 30,			%			ended Sept. 30,		%
(in millions)			2013	2012	Change			2013	2012	Change
Service charges on deposit accounts		$	1,278	1,210	6	%	$	3,740	3,433	9	%
Trust and investment fees:
	Brokerage advisory, commissions and other fees (1)		2,068	1,887	10			6,245	5,562	12
	Trust and investment management (1)		811	769	5			2,439