SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934 (THE “EXCHANGE ACT”)

For the Fiscal year ended December 31, ~~2017~~2018

Commission file number 1-36768

Wells Fargo Real Estate Investment Corporation

(Exact name of registrant as specified in its charter)



Delaware		56-1986428
(State of incorporation)		(I.R.S. Employer Identification No.)

90 South 7th Street

Minneapolis, Minnesota 55402

(Address of principal executive offices)

(Zip Code)

(855) 825-1437

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:



TITLE OF EACH CLASS		NAME OF EXCHANGE ON WHICH REGISTERED
6.375% Cumulative Perpetual Series A Preferred Stock		New York Stock Exchange, Inc. (the “NYSE”)

Securities registered pursuant to Section 12(g) of the Exchange Act:

TITLE OF EACH CLASS

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer þ Smaller reporting company ¨ ~~(Do not check if a smaller reporting company.)~~ Emerging growth company ¨

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

Indicate by check mark whether the registrant is a shell company (defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s completed second fiscal quarter: None (as of December 31, ~~2017~~2018, none of Wells Fargo Real Estate Investment Corporation’s voting or nonvoting common equity was held by non-affiliates).

As of February 2822, ~~2018~~2019, there were 34,058,028 shares of the registrant’s common stock outstanding.

FORM 10-K

CROSS-REFERENCE INDEX



PART I		Page

Item 1.	Business	2
Item 1A.	Risk Factors	9
Item 1B.	Unresolved Staff Comments	9
Item 2.	Properties	9
Item 3.	Legal Proceedings	9
Item 4.	Mine Safety Disclosures	9

PART II

Item 5.	Market For Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities	10
Item 6.	Selected Financial Data	11
Item 7.	Management’s Discussion And Analysis Of Financial Condition And Results Of Operations	12
Item 7A.	Quantitative And Qualitative Disclosures About Market Risk	46
Item 8.	Financial Statements And Supplementary Data	46
Item 9.	Changes In And Disagreements With Accountants On Accounting And Financial Disclosure	47
Item 9A.	Controls And Procedures	47
Item 9B.	Other Information	47

PART III

Item 10.	Directors, Executive Officers And Corporate Governance	48
Item 11.	Executive Compensation	50
Item 12.	Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters	51
Item 13.	Certain Relationships And Related Transactions, And Director Independence	51
Item 14.	Principal Accountant Fees And Services	53

PART IV

Item 15.	Exhibits and Financial Statement Schedules	54

Signatures		85

Exhibit Index		55

This Annual Report on Form 10-K for the year ended December 31, ~~2017~~2018 (this 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 might differ materially from our forward-looking statements due to several factors. Some of these factors are described in Part II, Item 7 in the Financial Review and in Part II, Item 8 in the Financial Statements and related Notes. For a discussion of other factors, refer to the “Risk Factors” section in Part II, Item 7 of this Report.

“WFREIC,” the “Company,” “we,” “our,” and “us” refer to Wells Fargo Real Estate Investment Corporation, and where relevant, Wells Fargo Bank, National Association, acting on our behalf; the "Bank" refers to Wells Fargo Bank, National Association; and “Wells Fargo” refers to Wells Fargo & Company.

Part I

Item 1. Business.

General

We are a Delaware corporation incorporated on August 29, 1996, and have been operating as a real estate investment trust (REIT) for U.S. federal income tax purposes since our formation. We are an indirect subsidiary of Wells Fargo and the Bank.

Our organizational structure as of December 31, ~~2017~~2018 was:

	Wells Fargo & Company(100% of the common stock of Wells Fargo Bank, National Association,directly and indirectly)
	Wells Fargo Bank,National Association(100% of the common stock of Omniplus Capital Corporation and Wells Fargo Insurance Re., Inc., indirectly)
$275,000,000Aggregate LiquidationPreference Series A Preferred Stock (100% Public Investors)	Common Stock(64.3% Omniplus Capital Corporation35.7% Wells Fargo Insurance Re., Inc.)	$667,000 Aggregate Liquidation Preference Series B Preferred Stock(8182.92% Omniplus Capital ~~Corporation18~~Corporation17.18% Current or Former Wells Fargo Employees and Other Third-Party Investors)
	Wells FargoReal Estate Investment Corporation

Our principal business is to acquire, hold and manage domestic mortgage assets and other authorized investments. Although we have the authority to acquire interests in real estate loans and other authorized investments from unaffiliated third parties, as of December 31, ~~2017~~2018, substantially all of our interests in mortgages and other assets have been acquired from the Bank pursuant to a loan participation ~~and~~agreement ~~servicing~~or ~~and~~loan ~~assignment~~participation ~~agreements.~~and ~~The~~servicing

and assignment agreements. The Bank originated the loans, purchased them from other financial institutions or acquired them as part of the acquisition of other financial institutions. We may also acquire from time to time real estate loans or other assets from unaffiliated third parties. In addition, we may acquire from time to time mortgage-backed securities and a limited amount of additional non-mortgage related securities from the Bank.

In November 2013, the Company’s then parent, Wachovia Preferred Funding Corp. (WPFC), contributed $7.1 billion of loans in the form of an assignment of its participation interests from the bank. The contribution of assets was an equity transaction between entities under common control; therefore, the assets were recorded at the parent's book value, including allowance for credit losses and unamortized premiums and discounts on loans. The parent also contributed $1.5 billion of cash during 2013. We did not issue additional shares of common stock to the parent in respect of these contributions; accordingly, the contributions were recorded as an increase in additional paid-in capital.

On August 26, 2016, the Company issued and sold 21.2 million shares of common stock to affiliates of the Company for an aggregate purchase price of $20.0 billion. Subsequent to the issuance, the Company used the proceeds, as well as proceeds from loan paydowns and payoffs, to acquire $19.1 billion of real estate 1-4 family first mortgage loans and $1.9 billion of commercial secured by real estate loans (Third Quarter 2016 Loan Acquisitions).

Substantially all of the loans in our portfolio are serviced by the Bank pursuant to the terms of a servicing agreement or loan participation and servicing and assignment agreements. The Bank has delegated servicing responsibility for certain loans to third parties, which are not affiliated with us or the Bank.

General Description of Mortgage Assets and Other Authorized Investments; Investment Policy

General

We do not have lending operations. Instead, we expect to acquire our loans principally from the Bank. See “Assets in General; Participation Interests and Transfers” in this Report.

Authorized Investments

As a REIT, the Internal Revenue Code of 1986, as amended (the Code), requires us to invest at least 75% of the total value of our assets in real estate assets, which includes residential mortgage loans and commercial mortgage loans, including participation interests in residential or commercial mortgage loans, mortgage-backed securities eligible to be held by REITs, cash, cash equivalents, including receivables and government securities, and other real estate assets. We refer to these types of assets as “REIT Qualified Assets.” The Code also requires that not more than ~~25% (~~20% ~~with respect to the Company's taxable years beginning after December 31, 2017)~~ of the value of a REIT’s assets constitute securities issued by taxable REIT subsidiaries and that the value of any one issuer’s securities, other than those securities included in the 75% test, may not exceed 5% of the value of the total assets of the REIT. In addition, under the Code, the REIT may not own more than 10% of the voting securities or more than 10% of the value of the outstanding securities of any one issuer, other than those securities included in the 75% test, the securities of wholly-owned qualified REIT subsidiaries or taxable REIT subsidiaries. We make investments and operate our business in such a manner consistent with the requirements of the Code to qualify as a REIT. However, future economic, market, legal, tax or other considerations may cause our board of directors, subject to approval by a majority of our independent directors, to determine that it is in our best interest and the best interest of our stockholders to revoke our REIT status. The Code prohibits us from electing REIT status for the four taxable years following the year of such revocation. For the tax year ended December 31, 2018, we expect to be taxed as a REIT.

~~best~~REITs ~~interest~~generally ofare ~~our~~subject ~~stockholders~~ to ~~revoke~~tax ~~our~~at ~~REIT~~the ~~status.~~maximum ~~The~~corporate ~~Code~~rate ~~prohibits~~on usincome from ~~electing~~foreclosure ~~REIT~~property ~~status~~less ~~for~~deductible ~~the~~expenses ~~four~~directly ~~taxable~~connected ~~years~~with ~~following~~ the ~~year~~production of ~~such~~that ~~revocation~~income. ~~For~~Income from foreclosure property includes gain from the ~~tax~~sale ~~year~~of ~~ended~~foreclosure ~~December 31,~~property ~~2017~~and income from operating foreclosure property, webut ~~expect~~income tothat would be ~~taxed~~qualifying income for purposes of the 75% gross income test is not treated as aincome ~~REIT~~from foreclosure property.

REITs generally are subject to tax at the maximum corporate rate on income from foreclosure property less deductible expenses directly connected with the production of that income. Income from foreclosure property includes gain from the sale of foreclosure property and income from operating foreclosure property, but income that would be qualifying income for purposes of the 75% gross income test is not treated as income from foreclosure property. Qualifying income for purposes of the 75% gross income test includes, generally, rental income and gain from the sale of property not held as inventory or for sale in the ordinary course of a trade or business.

Additionally, we intend to operate in a manner that will not subject us to regulation under the Investment Company Act of 1940 (the Investment Company Act). Therefore, we do not intend to:


•	invest in the securities of other issuers for the purpose of exercising control over such issuers;


•	underwrite securities of other issuers;


•	actively trade in loans or other investments;


•	offer securities in exchange for property; or


•	make loans to third parties, including our officers, directors or other affiliates.

Investment Company Act of 1940

Section 3(a)(1)(A) of the Investment Company Act defines an investment company as any issuer that is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities, which for these purposes includes loans and participation interests therein of the types owned by us. Section 3(a)(1)(C) of the Investment Company Act defines an investment company as any issuer that is engaged or proposes to engage in the business of investing, reinvesting, owning, holding or trading in securities and owns or proposes to acquire investment securities having a value exceeding 40% of the value of the issuer’s total assets (exclusive of U.S. Government securities and cash items) on an unconsolidated basis.

We believe that we qualify, and intend to conduct our operations so as to continue to qualify, for the exclusion from the definition of an investment company provided by Section 3(c)(5)(C) of the Investment Company Act. Section 3(c)(5)(C) excludes from the definition of an investment company entities that are “primarily engaged in the business of purchasing or otherwise acquiring mortgages and other liens on and interests in real estate.” As reflected in a series of no-action letters, the SEC staff’s position on Section 3(c)(5)(C) generally requires that in order to qualify for this exclusion, an issuer must maintain


•	at least 55% of the value of its assets in “mortgages and other liens on and interests in real estate” (Qualifying Interests),


•	at least an additional 25% of its assets in other permitted real estate-type interests (reduced by any amount the issuer held in excess of the 55% minimum requirement for Qualifying Interests), and


•	no more than 20% of its assets in other than Qualifying Interests and real estate-type assets,

and also that the interests in real estate meet other criteria described in such no-action letters. Mortgage loans that were fully and exclusively secured by real property, as well as participation interests in such loans meeting certain criteria described in such no-action letters, including that the holders of the participation interests have (i) approval rights in connection with any material decisions pertaining to the administration and servicing of the loan and with respect to material modifications to the loan agreements, and (ii) in the event that the loan becomes non-performing, effective control over the remedies relating to the enforcement of the mortgage loan, including ultimate control of the foreclosure process, by having the right to (a) appoint the special servicer to manage the resolution of the loan; (b) advise, direct or approve the actions of the special servicer; (c) terminate the special servicer at any time with or without cause; (d) cure the default so that the mortgage loan is no longer non-performing and (e) purchase any senior participation interest in the underlying mortgage loan at par value plus accrued interest such that the holder would then own the entire mortgage loan, are generally qualifying real estate assets for purposes of the Section 3(c)(5)(C) exclusion. We believe that our participation interests in mortgage loans satisfy these criteria and that we otherwise qualify for the exclusion provided by Section 3(c)(5)(C) of the Investment Company Act.

The provisions of the Investment Company Act therefore may limit the assets that we may acquire. We have established a policy of limiting authorized investments that are not Qualifying Interests or other permitted real estate-type assets to no more than 20% of the value of our total assets to comply with these provisions.

Generally, the Code designation for REIT Qualified Assets is less stringent than the Investment Company Act designation for Qualifying Interests or other permitted real estate-type assets, due to the ability under the Code to treat cash and cash equivalents as REIT Qualified Assets and a lower required ratio of REIT Qualified Assets to total assets.

Because we are not deemed to be an investment company in accordance with the exclusion from the definition of an investment company provided by Section 3(c)(5)(C) of the Investment Company Act, Wells Fargo’s and the Bank’s ownership interests in us are therefore not prohibited by the provisions of Section 619 of the Dodd-Frank Act, the so called “Volcker Rule,” and the rules and regulations jointly promulgated thereunder.

Assets in General; Participation Interests and Transfers

We have acquired, or accepted as capital contributions, participation interests in loans both secured and not secured by real estate along with other assets. We anticipate that we will acquire, or receive as capital contributions, loans or other assets from the Bank pursuant to a loan participation agreement between the Bank and us or loan participation and servicing and assignment agreements among the Bank, certain of its subsidiaries and us.

Substantially all of our interests in mortgages and other assets have been acquired from the Bank pursuant to a loan participation agreement or loan participation and servicing and assignment agreements. The Bank originated the loans, purchased them from other financial institutions or acquired them as part of the acquisition of other financial institutions. Substantially all of our loans are serviced by the Bank.

In general, the Bank transfers the participation interest in loans directly to us or the Bank initially transfers participation interests in loans to a subsidiary of the Bank that does not have a direct or indirect ownership interest in us, which then transfers such participation interests to the Company. We may from time to time transfer such participation interests back to such a subsidiary, which may ultimately transfer such interests back to the Bank. In 2018, we acquired $3.3 billion of participation interests in consumer loans directly from the Bank.

Pursuant to the terms of the ~~relevant~~ participation and servicing and assignment agreements, we generally may not sell, transfer, encumber, assign, pledge or hypothecate our participation interests in loans without the prior written consent of the Bank. As such, the transfers do not qualify for sale accounting; however, the assets continue to be classified as loans in our financial statements because the returns and recoverability of these non-recourse receivables are entirely dependent on the performance of the underlying loans. The Company initially measures the non-recourse receivables at the cash proceeds exchanged which represents the fair value of the transferred loans.

participation interests in loans without the prior written consent of the Bank. As such, the transfers do not qualify for sale accounting; however, the assets continue to be classified as loans in our financial statements because the returns and recoverability of these non-recourse receivables are entirely dependent on the performance of the underlying loans. The Company initially measures the non-recourse receivables at the cash proceeds exchanged which represents the fair value of the transferred loans. During 2018, we modified our consumer loan participation and servicing agreements, which has removed the restrictions that prevented sale accounting. In 2018, we acquired $3.3 billion of consumer loans under these modified loan participation and servicing agreements. The assets are classified as loans in our financial statements and initially recorded at fair value.

We also have the authority to acquire interests in loans and other assets directly from unaffiliated third parties. In addition, we may acquire from time to time mortgage-backed securities and a limited amount of additional non-mortgage related securities from the Bank.

Consumer Loans

Our consumer loan portfolio consists of real estate 1-4 family first mortgage loans and real estate 1-4 family junior lien mortgage loans. We refer to residential mortgage loans typically made for personal, family or household use and evidenced by a promissory note secured by a mortgage or deed of trust or other similar security instrument creating a first lien on 1-4 family real estate property as “real estate 1-4 family first mortgage loans” and those creating a lien junior to a first lien on 1-4 family real estate property as “real estate 1-4 family junior lien mortgage loans” and collectively as “real estate 1-4 family mortgage loans” or “consumer loans.” Our portfolio of real estate 1-4 family mortgage loans consists of both adjustable and fixed rate mortgages.

Our portfolio of real estate 1-4 family first mortgage loans includes loans each secured by a first lien mortgage on the real estate. The properties underlying real estate 1-4 family first mortgage loans consist of single-family detached units, individual condominium units, 2-4 family dwelling units and townhouses. ~~Substantially~~Our ~~all of our~~ portfolio of real estate 1-4 family first lien mortgage loans consists predominantly of loans that bear interest at fixed rates.

Our portfolio of real estate 1-4 family junior lien mortgage loans includes loans each secured by a junior lien mortgage that typically is on the borrower’s residence and typically are made for reasons such as home improvements, acquisition of furniture and fixtures, purchases of automobiles and debt consolidation. Generally, junior liens are repaid on an amortization basis. Substantially all of our portfolio of real estate 1-4 family junior lien mortgage loans consists of loans that bear interest at fixed rates.

Commercial Loans

Our commercial loan portfolio consists of commercial properties secured by real estate (CSRE) loans and commercial and industrial (C&I) loans. CSRE loans are loans secured by a mortgage or deed of trust on a multi-family residential or commercial real estate property or real estate construction loans secured by real property. C&I loans are loans for commercial, financial or industrial purposes, whether secured or unsecured, single-payment or installment.

Our CSRE portfolio consists of both mortgage loans and construction loans, where loans are secured by real ~~property~~estate. As of December 31, 2018, C&I loans ~~are~~were less than 1 percent of total loans. ~~for~~Substantially ~~commercial,~~all ~~financial~~of orthe ~~industrial~~loans ~~purposes,~~in ~~whether~~our ~~secured~~C&I orloan portfolio were unsecured. Generally, ~~single-payment~~the orcollateral ~~installment~~securing this portfolio represents a secondary source of repayment. Unsecured loans are more likely than secured loans to result in a loss upon default.

Our CSRE portfolio consists of both mortgage loans and construction loans, where loans are secured by real estate. As of December 31, 2017, C&I loans were less than 1 percent of total loans. All of the loans in our C&I loan portfolio, as measured by the outstanding principal amount, were unsecured. Unsecured loans are more likely than secured loans to result in a loss upon default.

Our commercial loan portfolio consists of both adjustable and fixed rate loans.

Dividend Policy

We expect to distribute annually an aggregate amount of dividends with respect to our outstanding capital stock equal to approximately 100% of our REIT taxable income for U.S. federal income tax purposes. REIT taxable income means the taxable income of a REIT, which generally is computed in the same fashion as the taxable income of any corporation, except that (a) certain deductions are not available, such as the deduction for dividends received, (b) it may deduct dividends paid (or deemed paid) during the taxable year, (c) net capital gains and losses are excluded, and (d) certain other adjustments are made. Such dividend distributions may in some periods exceed net income determined under generally accepted accounting principles (GAAP) due to differences in income and expense recognition for REIT taxable income determination purposes. In order to remain qualified as a REIT, we are required to distribute annually at least 90% of our REIT taxable income to our stockholders.

Dividends will be authorized and declared at the discretion of our board of directors. Factors that would generally be considered by our board of directors in making this determination are our distributable funds, financial condition and capital needs, the impact of current and pending legislation and regulations, Delaware corporation law, economic conditions, tax considerations and our continued qualification as a REIT. Although there can be no assurance, we currently expect that both our cash available for distribution and our REIT taxable income will be in excess of the amounts needed to pay dividends on all of our outstanding series of preferred stock, even in the event of a significant drop in interest rate levels or increase in allowance for loan losses because:


•	substantially all of our assets are interest-bearing;


•	while from time to time we may incur indebtedness, we will not incur an aggregate amount that exceeds 20% of our stockholders’ equity;


•	we expect that our interest-earning assets will continue to exceed the liquidation preference of our preferred stock; and


•	we anticipate that, in addition to cash flows from operations, additional cash will be available from principal payments on the loans we hold.

Accordingly, we expect that we will, after paying the dividends on all of our preferred stock, pay dividends to holders of shares of our common stock in an amount sufficient to comply with applicable requirements regarding qualification as a REIT.

Under certain circumstances, including any determination that the Bank’s relationship to us results in an unsafe and unsound banking practice, the Office of the Comptroller of the Currency (the OCC) will have the authority to issue an order that restricts our ability to make

~~unsafe and unsound banking practice, the Office of the Comptroller of the Currency (the OCC) will have the authority to issue an order that restricts our ability to make~~ dividend payments to our common and preferred stockholders. National banking laws and other banking regulations limit the total dividend payments made by a consolidated banking entity to be the sum of earnings for the current year and prior two years less dividends paid during the same periods. Any dividends paid in excess of this amount can only be made with the approval of the Bank’s regulator. In addition, the payment of dividends would be prohibited under the OCC’s prompt corrective action regulations if the Bank becomes or would become “undercapitalized” for purposes of such regulations. As of December 31, ~~2017~~2018, the Bank was “well-capitalized” under applicable regulatory capital adequacy guidelines. Finally, Wells Fargo and its subsidiaries, including WFREIC, are subject to broad prudential supervision by the Board of Governors of the Federal Reserve System (the Federal Reserve), which may result in a limitation on or the elimination of our ability to pay dividends on our common and preferred stock, including, for example, in the event that the OCC had not otherwise restricted the payment of such dividends as described above and the Federal Reserve determines that such payment would constitute an unsafe and unsound practice.

Conflicts of Interest and Related Management Policies and Programs

General

In administering our loan portfolio and other authorized investments pursuant to the loan participation and servicing and assignment agreements, the Bank has a high degree of autonomy. We have, however, adopted certain practices to guide our administration with respect to the acquisition and disposition of assets, use of leverage, credit risk management, and certain other activities. The loan participation and servicing and assignment agreements may be amended, at the discretion of our board of directors and, in certain circumstances subject to the approval of a majority of our independent directors, from time to time without a vote of our stockholders. A majority of the members of our board of directors are considered independent from us and the Bank.

Asset Acquisition and Disposition Policies

Management determines the timing of loan acquisitions by considering available cash and borrowing capacity on our Bank line of credit in conjunction with requirements to maintain our REIT status. Once the decision is made to acquire loans, management works with the respective business lines within the Bank to identify loans to be acquired. These loans are evaluated against credit criteria approved by our board of directors that consumer and commercial loans must meet to be eligible for us to acquire.

The criteria approved for participation interests in consumer loans include:


•	loans must be performing, meaning they are current;


•	the borrower has made at least 3 payments;


•	the borrower’s Fair Isaac Corporation (FICO) score is above established thresholds;


•	the loans must have loan to value (LTV)/combined loan to value (CLTV) below established thresholds;


•	loans must be unencumbered; and


•	loans must be secured by real property such that they are REIT Qualified Assets.

The criteria approved for participation interests in commercial loans include:


•	loans must be performing, meaning they are current;


•	loans must be designated as Pass under the Bank’s borrower and collateral quality ratings; and


•	loans must be secured by real property such that they are REIT Qualified Assets.

The above criteria may be amended from time to time at the discretion of our board of directors.

In addition, the board of directors has limited our acquisitions so that non-Qualifying Interests and other permitted real estate-type assets for purposes of the exclusion from the definition of an investment company provided by Section 3(c)(5)(C) of the Investment Company Act will be no greater than 20% of the total value of our total assets. We do not have specific policies with respect to the percentage of consumer and commercial loans we hold.

We monitor and administer our asset portfolio by investing the proceeds of our assets in other interest earning assets such that our aggregate pro forma funds from operations (FFO) over any period of four fiscal quarters will equal or exceed 150% of the amount that would be required to pay full annual dividends on our Series A and Series B preferred stock, as well as any parity stock, except as may be necessary to maintain our status as a REIT.

We may from time to time acquire whole loans or participation interests in loans directly from unaffiliated third parties. It is our intention that any whole loans or participation interests acquired directly from unaffiliated third parties will meet the same general criteria as the loans or participation interests we acquire from the Bank.

In the past, we have acquired or accepted as capital contributions whole loans and participation interests in loans both secured and not secured by real property along with other assets. We anticipate that we will acquire, or receive as capital contributions, interests in additional real estate secured loans from the Bank. We may use any proceeds received in connection with the repayment or disposition of loans in our portfolio to acquire additional loans. Although we are not precluded from acquiring additional types of whole loans, loan participation interests or other assets, we anticipate that additional loans acquired by us will be of the types described above under the heading “General Description of Mortgage Assets and Other Authorized Investments; Investment Policy.”

We may from time to time acquire a limited amount of other authorized investments, including mortgage-backed securities representing interests in or obligations backed by pools of mortgage loans that are secured by real estate 1-4 family mortgage loans or commercial real estate properties located throughout the U.S. We do not intend to acquire any interest-only or principal-only mortgage-backed securities. As of December 31, ~~2017~~2018, we did not hold any mortgage-backed securities.

We do not have a direct contractual relationship with borrowers under the loan participation and servicing and assignment agreements. As the holder of participation interests in loans, substantially all of which currently are serviced by the Bank, the Company is dependent on the servicing and efforts of the Bank. See “Servicing” in this Report.

servicing and efforts of the Bank. See “Servicing” in this Report.

Credit Risk Management Policies

For a description of our credit risk management policies, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Risk Management” in this Report.

Conflict of Interest Policies

Because of the nature of our relationship with the Bank and its affiliates, it is likely that conflicts of interest will arise with respect to certain transactions, including, without limitation, our acquisition of loans from, or disposition of loans to, the Bank, foreclosure on defaulted loans and the modification of loan participation and servicing and assignment agreements. It is our policy that the terms of any financial transactions with the Bank will be consistent with those available from third parties in the lending industry.

Conflicts of interest among us and the Bank or its affiliates may also arise in connection with making decisions that bear upon the credit arrangements that the Bank or its affiliates may have with a borrower under a loan. Conflicts also could arise in connection with actions taken by us or the Bank or its affiliates. In addition, conflicts could arise between the Bank or its affiliates and us in connection with modifications to consumer loans, including under modifications made pursuant to the Bank’s proprietary programs.

It is our intention that any agreements and transactions between us and the Bank or its affiliates, including, without limitation, any loan participation and servicing and assignment agreements, be fair to all parties and consistent with market terms for such types of transactions. Our board of directors consists of mostly independent directors, and the requirement in our amended and restated certificate of incorporation that certain of our actions be approved by a majority of our independent directors is intended to ensure fair dealings among us and the Bank or its affiliates. There can be no assurance, however, that any such agreement or transaction will not differ from terms that could have been obtained from unaffiliated third parties.

There are no provisions in our amended and restated certificate of incorporation limiting any of our officers, directors, stockholders, or affiliates from having any direct or indirect pecuniary interest in any asset to be acquired or disposed of by us or in any transaction in which we have an interest or from engaging in acquiring, holding, and managing our assets or from engaging for their own account in business activities of the type conducted by us. It is expected that the Bank will have direct interests in transactions with us, including, without limitation, the sale of assets to us; however, except as borrowers under consumer loans, none of our officers or directors will have any interests in such mortgage assets.

Other Policies

We may, under certain circumstances, purchase shares of our capital stock in the open market or otherwise. We have no present intention of repurchasing any of our shares of capital stock, and any such action would be taken only in conformity with applicable federal and state laws and regulations and the requirements for qualifying as a REIT.

conformity with applicable federal and state laws and regulations and the requirements for qualifying as a REIT.

Servicing

Substantially all the loans in our portfolio currently are serviced by the Bank pursuant to the terms of a servicing agreement or loan participation and servicing and assignment agreements. The Bank has delegated servicing responsibility for certain consumer loans to third parties that are not affiliated with us or the Bank or its affiliates.

We pay the Bank monthly loan servicing fees for its services under the terms of the servicing agreement and the loan participation and servicing and assignment agreements. The amount and terms of the fee are determined by mutual agreement of the Bank and us from time to time during the terms of the servicing agreement and the loan participation and servicing and assignment agreements.

Depending on the loan type, the monthly servicing fee charges are based in part on (a) outstanding principal balances, ~~(b) a flat fee per month~~ or (cb) a total loan commitment amount. See Note 6 (Transactions with Related Parties) to Financial Statements in this Report for more details.

The servicing agreement and the loan participation and servicing and assignment agreements require the Bank to service the loans in our portfolio in a manner substantially the same as for similar work performed by the Bank for transactions on its own behalf. The Bank collects and remits principal and interest payments, maintains perfected collateral positions, and submits and pursues insurance claims. The Bank also provides accounting and reporting services required by us for our participation interests and loans. We also may direct the Bank to dispose of any loans that are classified as nonperforming, placed in a nonperforming status or renegotiated due to the financial deterioration of the borrower. The Bank is required to pay all expenses related to the performance of its duties under the servicing agreement and the loan participation and servicing and assignment agreements, including any payment to its affiliates or third parties for servicing the loans.

In accordance with the terms of the servicing agreement and the loan participation and servicing and assignment agreements in place, we have the authority to decide whether to foreclose on collateral that secures a loan in the event of a default as well as certain other rights. Upon sale or other disposition of foreclosure property, the Bank will remit to us the proceeds less the cost of holding and selling the foreclosure property. In the event it is determined that it would be uneconomical to foreclose on the related property, the entire outstanding principal balance of the real estate 1-4 family mortgage loan may be charged off. In addition, we may separately agree with the Bank to sell a defaulted loan back to the Bank at its estimated fair value.

We anticipate that the Bank will continue to act as servicer of any additional loans that we acquire from the Bank. We anticipate that any such servicing arrangement that we enter into in the future with the Bank will contain fees and other terms that most likely will differ from, but be substantially equivalent to, those that would be contained in servicing arrangements entered into with unaffiliated third parties. To the extent we acquire loans or participation interests from unaffiliated third parties, we anticipate that such loans or participation interests may be serviced by entities other than the Bank.

It is our policy that any servicing arrangements with unaffiliated third parties will be consistent with standard industry practices.

Pledge of Loans on Behalf of the Bank

The Bank accesses secured borrowing facilities through the Federal Home Loan Banks and through the discount window of the Federal Reserve Banks. The Bank is currently a member of the Federal Home Loan Bank of Des Moines and the Federal Reserve Bank of San Francisco. Federal Home Loan Banks are cooperatives that lending institutions use to finance housing and economic development in local communities. Federal Home Loan Banks make loans, or advances, to their members on the security of mortgages and other eligible collateral pledged by the borrowing member. The discount window of the Federal Reserve Banks generally provides access to short-term, usually overnight, borrowing.

The certificate of designation for the Series A preferred stock limits our ability to pledge loans to an aggregate amount not exceeding 80% of our total assets at any time as collateral on behalf of the Bank for the Bank’s access to secured borrowing facilities through the Federal Home Loan Banks or the discount window of Federal Reserve Banks; provided that, after giving effect to any and all such pledges of assets, the unpaid principal balance of our total unpledged, performing assets (which, for the avoidance of doubt, shall not be pledged in respect of any other indebtedness we incur or otherwise) will equal or exceed three times the sum of the aggregate liquidation preference of our Series A and Series B preferred stock then outstanding plus any other parity stock then outstanding. Performing assets are assets other than nonaccrual loans and foreclosed assets.

A Federal Home Loan Bank has priority over other creditors with respect to assets pledged to it. In the event the Bank defaults on an advance from a Federal Home Loan Bank, the Federal Home Loan Bank will own the pledged assets, and we will lose these assets. In the event the Bank defaults on a discount window advance, the Federal Reserve Bank may take possession of the pledged assets, and we may lose the assets. Although the Bank is obligated to reimburse us for these losses, it is likely that the Bank will be in receivership when such a default occurs. In that case, these losses would be borne by us, which could affect our financial condition, results of operations and cash flows.

In exchange for the pledge of our loan assets, the Bank pays us a fee that is consistent with market terms. Such fee may be renegotiated by us and the Bank from time to time. Any material amendment to the terms of agreements related to the pledge of our loan assets on behalf of the Bank, including with respect to fees, will require the approval of a majority of our independent directors.

Competition

In order to qualify as a REIT under the Code, we can only be a passive investor in real estate loans and certain other assets. Thus, we do not originate loans. We anticipate that we will continue to hold interests in mortgage and other loans in addition to those in the current portfolio and that substantially all of these loans will be obtained from the Bank. The Bank competes with mortgage conduit programs, investment banking firms, savings and loan associations, banks, savings banks, finance companies, mortgage bankers or insurance companies in acquiring and originating loans. To the extent we acquire additional loans or participation interests directly from unaffiliated third parties in the future, we will face competition similar to that which the Bank faces in acquiring such loans or participation interests.

Regulatory Considerations

Economic, market and political conditions during the past few years have led to a significant amount of legislation and regulation in the U.S. and abroad affecting the financial services industry, as well as heightened expectations and scrutiny of financial services companies from banking regulators. Further legislative changes and additional regulations may change our operating environment in substantial and unpredictable ways. We cannot predict whether future legislative proposals will be enacted and, if enacted, the effect that they, or any implementing regulations, would have on our business, results of operations or financial condition. ~~The same uncertainty exists with respect to regulations authorized or required under the Dodd-Frank Act that have not yet been proposed or finalized.~~ Any such new legislation or regulation could be the basis of a regulatory event that would permit us to redeem our Series A preferred stock.

As a REIT, we are subject to regulation under the Code. The Code requires us to invest at least 75% of the total value of our assets in REIT Qualified Assets. In addition, we intend to operate in a manner that will not subject us to regulation under the Investment Company Act. See “– General Description of Mortgage Assets and Other Authorized Investments; Investment Policy” in this Report for more detailed descriptions of the requirements of the Code applicable to us and the requirements we have to follow in order not to be subject to regulation under the Investment Company Act. On December 22, 2017, the Tax Cuts & Jobs Act was enacted resulting in significant changes to the Code, however WFREIC will not be materially impacted as the REIT provisions of the Code were not changed. Any new legislation or new regulations, administrative interpretations or court decisions related to the Code or the Investment Company Act could be the basis of a tax event or an investment company event that would permit us to redeem our Series A preferred stock.

Under certain circumstances, the OCC and the Federal Reserve have the authority to restrict our ability to make dividend payments to our stockholders. See “– Dividend Policy” in this Report for a more detailed description of such restrictions.

Employees

We have two current executive officers who are also ~~executive~~ officers of Wells Fargo. Our non-executive officers are also officers or employees of Wells Fargo and/or certain of its affiliates, including the Bank. We do not anticipate that we will require any additional employees because employees of the Bank are servicing the loans under the participation and servicing and assignment agreements. We maintain corporate records and audited financial statements that are separate from those of the Bank. Except as borrowers under real estate 1-4 family mortgage loans, none of our officers, employees or directors will have any direct or indirect pecuniary interest in any mortgage asset to be acquired or disposed of by us or in any transaction in which we have an interest or will engage in acquiring, holding and managing mortgage assets.

Executive Offices

Our principal executive offices are located at 90 South 7th Street, Minneapolis, Minnesota 55402 (telephone number (855) 825-1437).

Available Information

The Company does not maintain its own website. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are accessible without charge on the SEC’s website, www.sec.gov and on Wells Fargo’s website, www.wellsfargo.com/invest_relations/filings.


Item 1A.	Risk Factors.

Information in response to this item can be found in Part II, Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations – Risk Factors” in this Report, which information is incorporated by reference into this item.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

The Company does not own any properties and our primary executive offices are used primarily by affiliates of Wells Fargo. Because we do not have any of our own employees who are not also employees of Wells Fargo or the Bank, we do not need office space for such employees. All officers of the Company are also officers or employees of Wells Fargo and/or certain of its affiliates, including the Bank, and perform their services from office space owned or leased by Wells Fargo or the Bank, as applicable.

Item 3. Legal Proceedings.

We are not currently involved in nor, to our knowledge, currently threatened with any material litigation. From time to time we may become involved in routine litigation arising in the ordinary course of business. We do not believe that the eventual outcome of any such routine litigation will, in the aggregate, have a material adverse effect on our financial position or results of operations. However, in the event of unexpected future developments, it is possible that the ultimate resolution of those matters, if unfavorable, may be material to our results of operations for any particular period.


Item 4.	Mine Safety Disclosures.

Not applicable.

Part II


Item 5.	Market For Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities.

General

The Company’s common stock is owned by two subsidiaries of the Bank. The Company’s Series B preferred stock is owned by a subsidiary of the Bank as well as current and former employees of Wells Fargo and other third party investors. The common stock and Series B preferred stock are not listed on any securities exchange. The Company's Series A preferred stock is listed on the NYSE under the symbol "WFE PrA".

Dividends

For the years ended December 31, 2017 and December 31, 2016, the Company declared and paid cash dividends of $35.38 and $36.52 per share on its common stock, respectively. In addition, for the years ended December 31, 2017 and December 31, 2016, the Company declared and paid cash dividends of $1.59 per share on its Series A preferred stock and $85.00 per share on its Series B preferred stock. Please see Part I, Item 1 “Business – Dividend Policy” in this Report for a description of our policies regarding dividends.

Equity Compensation Plans

The Company does not have any equity compensation plans. Our two current executive officers are executive officers of Wells Fargo and receive certain equity-based compensation from Wells Fargo. See Part III, Item 11 “Executive Compensation” in this Report for more information.

Recent Sales of Unregistered Securities

Not applicable.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Not applicable.


Item 6.	Selected Financial Data.

As reflected in the following table, selected financial data is derived from our audited financial statements. This data should be read in conjunction with the financial statements, related notes and other financial information presented elsewhere in this Report.

Year ended December 31,

($ in thousands, except per share data)

~~2017~~2018

~~2016~~2017

~~2015~~2016

~~2014~~2015

~~2013 (1)~~2014

~~2012~~2013 (1)

Income statement data

Net interest income

1,~~292~~332,~~809~~845

~~867~~1,~~088~~292,809

~~674~~867,~~674~~088

~~695~~674,~~028~~674

~~297~~695,~~425~~028

~~203~~297,~~422~~425

Noninterest income (2)

557,~~214~~786

3055,~~112~~214

430,~~905~~112

~~653~~4,905

~~225~~653

~~491~~225

Revenue

1,~~348~~340,~~023~~631

~~897~~1,~~200~~348,023

~~679~~897,~~579~~200

~~695~~679,~~681~~579

~~297~~695,~~650~~681

~~203~~297,~~913~~650

Provision (reversal of provision) for credit losses

13(30,~~473~~401

)

2913,~~855~~473

~~(26~~29,~~330~~855

)

6(26,~~665~~330

)

186,~~235~~665

4518,~~376~~235

Noninterest expense

~~115~~133,~~883~~421

83115,~~530~~883

5983,~~931~~530

5159,~~052~~931

2151,~~985~~052

1521,~~445~~985

Net income

1,~~218~~237,~~667~~611

~~783~~1,~~815~~218,667

~~645~~783,~~978~~815

~~637~~645,~~964~~978

~~257~~637,~~430~~964

~~143~~257,~~092~~430

Diluted earnings per common share (3)

35.2782

3735.7527

4837.7175

4948.3771

1949.9537

1119.0995

Dividends declared per common share (3)

35.38

36.52

44.34

46.74

24.81

14.42

December 31,

2017

2016 (4)

2015

2014

2013 (1)

2012

2018

2017

2016 (4)

2015

2014

2013 (1)

Balance sheet data

Loans

35,~~865~~495,~~176~~068

3135,~~309~~865,~~993~~176

1331,~~256~~309,~~180~~993

1213,~~949~~256,~~277~~180

1312,~~120~~949,~~341~~277

413,~~112~~120,~~498~~341

Allowance for loan losses

~~129~~96,~~360~~743

~~123~~129,~~877~~360

~~120~~123,~~866~~877

~~184~~120,~~437~~866

~~243~~184,~~752~~437

65243,~~340~~752

Total assets

35,~~945~~493,~~599~~267

3235,~~398~~945,~~411~~599

1332,~~244~~398,~~868~~411

1213,~~859~~244,~~405~~868

12,~~966~~859,~~194~~405

412,~~114~~966,~~993~~194

Total liabilities

3,~~555~~077,~~336~~981

43,~~227~~555,336

~~831~~4,~~961~~227

~~502~~831,~~888~~961

~~909~~502,~~563~~888

~~452~~909,~~371~~563

Total stockholders’ equity

32,~~390~~415,~~263~~286

32,~~394~~390,~~184~~263

1232,~~412~~394,~~907~~184

12,~~356~~412,~~517~~907

12,~~056~~356,~~631~~517

312,~~662~~056,~~622~~631


(1)	Includes $7.0 billion asset contribution from WPFC in November 2013.

(2) Includes $556.35 million, $3255.3 million and $432.43 million of pledge fees in ~~2017~~2018, ~~2016~~2017 and ~~2015~~2016, respectively, see Note 6 (Transactions With Related Parties) in this Report for additional details.


(3)	All common share and per share disclosures reflect the 20,000-for-one stock split of the common shares effected in the form of a stock dividend of 19,999 common shares issued for each common share outstanding, paid on June 1, 2015.

(4) ~~Balances~~Reflects ~~at December 31, 2016, reflect~~ $21.0 billion of loans acquired in the Third Quarter 2016 Loan Acquisitions.


Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Financial Review

Summary Financial Data
($ in thousands, except per share data)	~~2017~~2018			~~2016~~2017	%Change
For the year
Net income	$	1,~~218~~237,~~667~~611		~~783~~1,~~815~~218,667	552	%
Net income applicable to common stock	1,~~201~~220,~~079~~023			~~766~~1,~~227~~201,079	572
Diluted earnings per common share	35.2782			3735.7527	(72	)
Profitability ratios
Return on average assets	3.6361		%	3.7263	(21	)
Return on average stockholders’ equity	3.7681			43.0376	(71	)
Average stockholders’ equity to assets	9694.7290			9296.3072	5(2	)
Common dividend payout ratio (1)	~~100~~97.3193			96100.7431	4(2	)
Dividend coverage ratio (2)	67,~~929~~037			46,~~457~~929	552
Total revenue	$	1,~~348~~340,~~023~~631		~~897~~1,~~200~~348,023	50(1	)
Average loans	3234,~~264~~015,~~639~~363			1932,~~762~~264,~~361~~639	635
Average assets	3334,~~533~~256,~~580~~257			2133,~~087~~533,~~962~~580	592
Net interest margin	3.8892		%	43.1588	(71	)
Net loan charge-offs	$	2,540		20,522	(88	)
Net loan charge-offs (recoveries)	$	(1,924	)	2,540	NM
As a percentage of average total loans	(0.01		)%	0.1001	~~(90~~NM	)
At year end
Loans	$	35,~~865~~495,~~176~~068		3135,~~309~~865,~~993~~176	15(1	)
Allowance for loan losses	~~129~~96,~~360~~743			~~123~~129,~~877~~360	4(25	)
As a percentage of total loans	0.3627		%	0.4036	(1025	)
Total assets	$	35,~~945~~493,~~599~~267		3235,~~398~~945,~~411~~599	11(1	)
Total stockholders’ equity	32,~~390~~415,~~263~~286			32,~~394~~390,~~184~~263	—
Total nonaccrual loans and foreclosed assets	~~199~~180,~~767~~516			~~219~~199,~~028~~767	(910	)
As a percentage of total loans	0.5651		%	0.7056	(209	)
Loans 90 days or more past due and still accruing (3)	$	126,~~905~~527		712,~~507~~905	72(49	)

NM - Not meaningful


(1)	Dividend declared per common share as a percentage of earnings per common share.

(2)

The dividend coverage ratio is considered a non-GAAP financial measure. Management believes the dividend coverage ratio is a useful financial measure because the certificate of designation for the Series A preferred stock limits, among other matters, our ability to pay dividends on our common stock or make any payment of interest or principal on our line of credit with the Bank if the dividend coverage ratio for the four prior fiscal quarters is less than 150%. The dividend coverage ratio is expressed as a percentage and calculated by dividing the four prior fiscal quarters' GAAP net income, excluding gains (or losses) from sales of property (consistent with the National Association of Real Estate Investment Trusts definition of “funds from operations”), by the amount that would be required to pay annual dividends on the Series A and Series B preferred stock.


(3)	The carrying value of purchased credit-impaired (PCI) loans contractually 90 days or more past due is excluded. 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 discussion and analysis of our financial condition and results of operations should be read in conjunction with the selected financial data set forth in Part II, Item 6 and our audited financial statements and related notes included in Part IV, Item 15 of this Report.

Overview

Our principal business is to acquire, hold and manage domestic mortgage assets and other authorized investments that generate net income for distribution to our shareholders. We are classified as a real estate investment trust (REIT) for federal income tax purposes and are an indirect subsidiary of Wells Fargo and the Bank.

As of December 31, ~~2017~~2018, we had $35.95 billion in assets, consisting substantially of real estate loan participation interests (loans). Our interests in mortgage and other assets have been acquired from the Bank pursuant to a loan participation agreement between the Bank and us or loan participation and servicing and assignment agreements among the Bank, certain of its subsidiaries and us. The Bank originated the loans, purchased them from other financial institutions or acquired them as part of the acquisition of other financial institutions. Substantially all of our loans are serviced by the Bank.

REIT Tax Status

For the tax year ended December 31, ~~2017~~2018, we complied with the relevant provisions of the Code to be taxed as a REIT. These provisions for qualifying as a REIT for federal income tax purposes are complex, involving many requirements, including among others, distributing at least 90% of our REIT taxable income to shareholders and satisfying certain asset, income and stock ownership tests. To the extent we meet those provisions, we will not be subject to federal income tax on net income. We continue to monitor each of these complex tests. We believe that we continue to satisfy each of these requirements and therefore continue to qualify as a REIT.

In the event we do not continue to qualify as a REIT, earnings and cash provided by operating activities available for distribution to shareholders would be reduced by the amount of any applicable income tax obligation. Given the level of earning assets, we currently expect there would be sufficient earnings and ample cash to pay preferred dividends. The preferred and common dividends we pay as a REIT are ordinary investment income not eligible for the dividends-received deduction for corporate shareholders or for the favorable qualified dividend tax rate applicable to non-corporate taxpayers, however ~~beginning in 2018~~ non-corporate shareholders may be able to deduct 20% of the preferred and common dividends as a deduction for qualified business income under the Tax Cuts ~~and~~& Jobs Act ~~enacted December 22, 2017~~. If we were not a REIT, preferred and common dividends we pay generally would qualify for the dividends received deduction for corporate shareholders and the favorable qualified dividend tax rate applicable to non-corporate taxpayers.

Third Quarter 2016 Common Stock Issuance and Related Loan Acquisitions

On August 26, 2016, the Company issued and sold, to affiliates of the Company, 21.2 million shares of common stock, par value $0.01 per share, for an aggregate purchase price of $20.0 billion. Following the issuance, indirect wholly-owned subsidiaries of the Bank continue to own 100% of the Company’s common stock.

We used proceeds from the common stock issuance, as well as proceeds from loan paydowns and payoffs, to acquire $19.1 billion of real estate 1-4 family first mortgage loans and

$1.9 billion of Commercial Secured by Real Estate (CSRE) loans in third quarter 2016 (Third Quarter 2016 Loan Acquisitions).

Financial Performance

We earned net income and net income applicable to common stock of $1.2 billion in both 2018 and 2017, or $35.82 and $35.27 diluted earnings per common share, ~~compared~~respectively, ~~with~~and net income of $783.8 million inand ~~2016~~net income applicable to common stock of $766.2 million, or $37.75 diluted earnings per common share, ~~and~~in ~~$646~~2016.~~0 million,~~ orNet ~~$48.71~~income ~~diluted~~in ~~earnings~~2018 ~~per~~reflected ~~common~~an ~~share~~increase in interest income and lower level of provision for credit losses, offset by a decrease in ~~2015~~pledge fees and increases in interest expense and management fees compared with 2017. The increase in 2017 ~~and 2016~~ was predominantly attributable to higher interest income resulting from a larger ~~average~~ interest-earning asset base due to the Third Quarter 2016 Loan Acquisitions, partially offset by a decrease in yield.

Loans

Total loans were $35.95 billion at December 31, ~~2017~~2018, compared with $3135.39 billion at December 31, ~~2016~~2017. ~~Net~~Loans, ~~loans~~net of the allowance for loan losses, represented 99.7% of assets at December 31, ~~2017~~2018, and 9699.4% at December 31, ~~2016~~2017.

Credit quality, as measured by net charge-off rates, nonaccruals and delinquencies, ~~reflected~~remained ~~the~~strong ~~continued~~during ~~improvement of the housing market~~2018. Net ~~charge-offs~~recoveries were $21.59 million in ~~2017~~2018 ~~(0.01%~~compared ofwith ~~average~~net ~~loans)~~charge-offs ~~compared~~of ~~with~~ $202.5 million in ~~2016~~2017 ~~(0.10% of average loans)~~ and $3220.45 million ~~(0.25% of average loans)~~ in ~~2015~~2016. Nonaccrual loans were $~~197~~178.49 million at December 31, ~~2017~~2018, compared with $~~216~~197.54 million at December 31, ~~2016~~2017. Loans 90 days or more past due and still accruing were $126.95 million at December 31, ~~2017~~2018, compared with $712.59 million at December 31, ~~2016~~2017. Delinquencies remain a small percentage of our loan balances.

Our reversal of provision for credit losses was $1330.54 million in ~~2017~~2018, compared with provision for credit losses of $13.5 million in 2017 and $29.9 million in 2016. ~~and~~The a reversal of provision ~~for credit losses of $26.3 million~~ in ~~2015.~~2018 ~~The~~and lower level of provision in 2017 compared towith a2016 ~~year ago~~ reflected strong performance in our residential real estate portfolio primarily as a result of continued improvement in the housing market. ~~The higher level of provision in 2016 reflected loan growth as well as moderation in the rate of delinquency improvement.~~ Future allowance levels will be based on a variety of factors, including loan portfolio composition, size and performance, and the general economic environment, including housing market conditions. See the “Risk Management – Credit Risk Management” section in this Report for more information.

The certificate of designation for the Series A preferred stock limits our ability to pledge our loans to an aggregate amount not exceeding 80% of our total assets at any time as collateral on behalf of the Bank for the Bank’s access to secured borrowing facilities through the Federal Home Loan Banks or the discount window of Federal Reserve Banks. In exchange for the pledge of our loan assets, the Bank pays us a fee that is consistent with market terms. At December 31, 2017, the total carrying amount of pledged loans was $24.3 billion, compared with $20.2 billion at December 31, 2016. See Note 6 (Transactions With Related Parties) to Financial Statements in this Report for more details.

Capital Distributions

Dividends declared on our Series A preferred stock totaled $17.5 million each year in ~~2017~~2018, ~~2016~~2017 and ~~2015~~2016. Dividends declared on our Series B preferred stock totaled $57 thousand each year in 2018, 2017 and 2016.

Dividends declared to holders of our common stock totaled $1.2 billion each year in 2018 and 2017 and $785.0 million in and 2016. The increase in dividends declared to the holders of our common stock in 2018 and 2017 compared with 2016 was attributable to increased REIT taxable income for federal income tax purposes before dividends paid deduction.

declared on our Series B preferred stock totaled $57 thousand each year in 2017, 2016 and 2015.

Dividends declared to holders of our common stock totaled $1.2 billion, $785.0 million and $572.0 million in 2017, 2016 and 2015, respectively. The increase in dividends declared to the

holders of our common stock in 2017 and 2016 was attributable to increased REIT taxable income for federal income tax purposes before dividends paid deduction.

Earnings Performance

Net Income

We earned net income of $1.2 billion, in both 2018 and 2017 and $783.8 million ~~and~~in ~~$646~~2016.0 ~~million~~Net income in ~~2017,~~2018 ~~2016~~reflected an increase in interest income and ~~2015~~lower level of provision for credit losses, ~~respectively~~offset by a decrease in pledge fees and increases in interest expense and management fees compared with 2017. The increase in 2017 ~~and 2016~~ was predominantly attributable to higher interest income resulting from a larger average interest-earning asset base due to the Third Quarter 2016 Loan Acquisitions, partially offset by a decrease in yield.

Net Interest Income

Net interest income is the interest earned on loans and cash and cash equivalents less the interest paid on our Bank line of credit. Net interest income was $1.3 billion in ~~2017,~~both ~~compared~~2018 ~~with~~and 2017 and $867.1 million ~~and~~in ~~$674~~2016.7 ~~million~~Net interest income in ~~2016~~2018 reflected a higher average loan balance and ~~2015~~an increase in yield, ~~respectively~~partially offset by an increase in interest expense compared with a year ago. The increase in 2017 ~~and 2016~~ was attributable to a larger interest-earning asset base due to the Third Quarter 2016 Loan Acquisitions, partially offset by a decrease in yield.

Net interest margin is the average yield on interest-earning assets minus the average interest paid for funding. Interest-earning assets predominantly consist of loans. Net interest margin was 3.8892% in ~~2017~~2018 compared with 43.1588% in ~~2016~~2017 and 54.2115% in ~~2015~~2016. The ~~decrease~~increase in net interest margin in ~~2017~~2018 was ~~predominantly~~ due to ~~the~~investing ~~reinvestment~~interest-bearing deposits in loans, partially offset by an increase in interest expense, a result of ~~higher~~an ~~yielding~~increase ~~loan~~in ~~paydowns~~average balance and ~~payoffs~~higher ~~into~~rates ~~lower~~on ~~yielding~~interest-bearing ~~loans~~liabilities. The decrease in net interest margin in ~~2016~~2017 was ~~attributable~~predominantly due to the ~~investment~~reinvestment of ~~proceeds~~higher ~~from~~yielding ~~the common stock issuance in third quarter 2016 and proceeds from~~ loan paydowns and payoffs into lower yielding loans~~, as well as dilution from having higher average interest-bearing deposits~~. Interest income included net accretion of adjustments on loans of $1318.06 million in ~~2017~~2018 compared with $3713.40 million in ~~2016~~2017 and $8337.04 million in ~~2015~~2016. The decrease in net accretion of ~~adjustments~~adjustment on loans in 2018 and 2017 compared with 2016 was a result of acquiring high quality loans with a fair value near par. ~~The decrease in 2016 compared with 2015 was attributable to loan acquisitions resulting in a net unamortized premium in 2016.~~ Loan paydowns and payoffs represented 1312.80% of average loan balances during ~~2017~~2018 compared with 2413.28% and 2324.32% during ~~2016~~2017 and ~~2015~~2016, respectively. The lower paydown ~~and payoff~~ rates in 2018 and 2017 were generally attributable to higher mortgage rates compared with 2016 ~~and 2015~~.

Interest income in any one period can be affected by a variety of factors, including mix and size of the earning asset portfolio. See the “Risk Management - Asset/Liability Management - Interest Rate Risk” section in this Report for more information on interest rates and interest income.

The Company has a $5.0 billion line of credit with the Bank. Interest expense related to borrowings on the line of credit was $538.19 million in ~~2017~~2018, compared with $25.71 million in ~~2016~~2017 and $1.2.7 million in ~~2015~~2016. Average borrowings were $~~342~~1.87 ~~million~~billion for ~~2017~~2018, compared with $~~524~~342.08 million for ~~2016~~2017 and $~~318~~524.20 million for ~~2015~~2016. The weighted average interest rate for ~~2017~~2018 was 12.4728% compared with 01.5247% in ~~2016~~2017 and 0.3952% in ~~2015. The increase in weighted average interest rate in 2017 compared with~~ 2016 ~~and 2015 was attributable to an increase in the average federal funds rate~~. Effective October 2017, the rate of interest on the line of credit was changed from the average federal funds rate plus 12.5 basis points (0.125%) to the three-month London Interbank Offered Rate (LIBOR) plus 4.4 basis points (0.044%). It is expected that a transition away from the widespread use of LIBOR to alternative benchmark rates will occur by the end of 2021. See the "Risk Factors" section in this Report for additional information regarding the potential impact of a benchmark rate, such as LIBOR, or other referenced financial metric being significantly changed, replaced or discontinued, or ceases to be recognized as an acceptable market benchmark rate or financial metric.

Table 1 presents the components of interest-earning assets and interest-bearing liabilities and related average yields to provide an analysis of changes that influenced net interest income.

Table 2 allocates the changes in net interest income on a taxable-equivalent basis to changes in either average balances or average rates for both interest-earning assets and interest-bearing liabilities. Because of the numerous simultaneous volume and rate changes during any period, it is not possible to precisely allocate such changes between volume and rate. For this table, changes that are not solely due to either volume or rate are allocated to these categories on a pro-rata basis based on the absolute value of the change due to average volume and average rate.

Table 1: Net Interest Income

	Year ended December 31,
					2017						2016
					2018						2017
(in thousands)	Averagebalance		Interestincome/expense		Yields/rates		Averagebalance		Interestincome/expense		Yields/rates
Earning assets
Commercial loans	$	32,~~633~~949,~~640~~204	~~114~~118,~~817~~587		34.1602	%	$	3,~~064~~633,~~190~~640	79114,~~737~~817		23.6016	%
Real estate 1-4 family mortgage loans	2831,~~630~~066,~~999~~159		1,~~173~~252,~~599~~620		4.1003		1628,~~698~~630,~~171~~999		~~785~~1,~~490~~173,599		4.7010
Interest-bearing deposits and other interest-earning assets	122,~~057,479~~028		~~9,443~~491		02.8923		1,~~124~~057,~~991~~479		49,~~595~~443		0.4189
Total interest-earning assets	$	3334,~~322~~037,~~118~~391	1,~~297~~371,~~859~~698		34.8903		$	2033,~~887~~322,~~352~~118	~~869~~1,~~822~~297,859		43.1689
Funding sources
Line of credit with Bank	$	~~342~~1,~~767~~706,984	538,~~050~~853		12.4728		$	~~523~~342,~~991~~767	25,~~734~~050		01.5247
Total interest-bearing liabilities	$	~~342~~1,~~767~~706,984	538,~~050~~853		12.4728		$	~~523~~342,~~991~~767	25,~~734~~050		01.5247
Net interest margin and net interest income			$	1,~~292~~332,~~809~~845	3.8892	%			$	~~867~~1,~~088~~292,809	43.1588	%

	Year ended December 31,
					2015						2014
					2016						2015
(in thousands)	Averagebalance		Interestincome/expense		Yields/rates		Averagebalance		Interestincome/expense		Yields/rates
Earning assets
Commercial loans	$	23,~~939~~064,~~903~~190	7079,~~403~~737		2.3960	%	$	2,~~723~~939,~~579~~903	6770,~~760~~403		2.4939	%
Real estate 1-4 family mortgage loans	916,~~897~~698,~~196~~171		~~605~~785,~~198~~490		64.1170		9,~~950~~897,~~010~~196		~~628~~605,~~608~~198		6.3211
Interest-bearing deposits and other interest-earning assets	~~119~~1,~~881~~124,991		~~304~~4,595		0.2541		22119,~~677~~881		57304		0.25
Total interest-earning assets	$	1220,~~956~~887,~~980~~352	~~675~~869,~~905~~822		54.2216		$	12,~~696~~956,~~266~~980	~~696~~675,~~425~~905		5.4922
Funding sources
Line of credit with Bank	$	~~318~~523,~~150~~991	12,~~231~~734		0.3952		$	~~367~~318,~~479~~150	1,~~397~~231		0.3839
Total interest-bearing liabilities	$	~~318~~523,~~150~~991	12,~~231~~734		0.3952		$	~~367~~318,~~479~~150	1,~~397~~231		0.3839
Net interest margin and net interest income			$	~~674~~867,~~674~~088	54.2115	%			$	~~695~~674,~~028~~674	5.4721	%
							Year ended December 31,
											2013
											2014
(in thousands)							Averagebalance		Interestincome/expense		Yields/rates
Earning assets
Commercial loans							$	~~581~~2,~~607~~723,579	1567,~~193~~760		2.6149	%
Real estate 1-4 family mortgage loans							59,~~017~~950,~~931~~010		~~283~~628,~~205~~608		56.6432
Interest-bearing deposits and other interest-earning assets							9322,~~697~~677		~~237~~57		0.25
Total interest-earning assets							$	512,~~693~~696,~~235~~266	~~298~~696,~~635~~425		5.2549
Funding sources
Line of credit with Bank							$	~~318~~367,~~215~~479	1,~~210~~397		0.38
Total interest-bearing liabilities							$	~~318~~367,~~215~~479	1,~~210~~397		0.38
Net interest margin and net interest income									$	~~297~~695,~~425~~028	5.2247	%

Table 2: Analysis of Changes in Net Interest Income

Year ended December 31,

2017 over 2016

2016 over 2015

2018 over 2017

2017 over 2016

Interestincome/expense variance

Variance attributable to

Interestincome/expensevariance

Variance attributable to

(in thousands)

Rate

Volume

Rate

Volume

Commercial loans

353,~~080~~770

1827,~~787~~840

16(24,~~293~~070

)

935,~~334~~080

618,~~229~~787

316,~~105~~293

Real estate 1-4 family mortgage loans

~~388~~79,~~109~~021

(~~112~~19,~~035~~430

)

~~500~~98,~~144~~451

~~180~~388,~~292~~109

(~~187~~112,~~603~~035

)

~~367~~500,~~895~~144

Interest-bearing deposits and other interest-earning assets

4(8,~~848~~952

)

5,~~140~~764

(~~292~~14,716

)

4,~~291~~848

~~964~~5,140

~~3,327~~(292

)

Total interest-earning assets

~~428~~73,~~037~~839

~~(88~~14,~~108~~174

)

~~516~~59,~~145~~665

~~193~~428,~~917~~037

(~~180~~88,~~410~~108

)

~~374~~516,~~327~~145

Line of credit with Bank

233,~~316~~803

34,~~537~~071

(129,~~221~~732

)

12,~~503~~316

~~568~~3,537

~~935~~(1,221

)

Total interest-bearing liabilities

233,~~316~~803

34,~~537~~071

(129,~~221~~732

)

12,~~503~~316

~~568~~3,537

~~935~~(1,221

)

Provision for Credit Losses

The reversal of provision for credit losses was $1330.54 million in ~~2017~~2018, compared with provision for credit losses of $13.5 million and $29.9 million in ~~2016~~2017 and ~~reversal~~2016, ofrespectively. ~~provision~~The ~~for~~reversal ~~credit losses~~ of ~~$26.3~~provision ~~million~~ in ~~2015.~~2018 ~~The~~and lower level of provision in 2017 compared with 2016 reflected strong performance in our residential real estate portfolio primarily as a result of continued improvement in the housing market. ~~The higher level of provision in 2016 compared with 2015 reflected loan growth as well as moderation in the rate of delinquency improvement.~~ Please refer to the “Balance Sheet Analysis” and “Risk Management-Credit Risk Management-Allowance for Credit Losses” sections in this Report for additional information on the allowance for credit losses.

Noninterest Income

Noninterest income in ~~2017~~2018 was $557.28 million, compared with $3055.12 million in ~~2016~~2017 and $430.91 million in ~~2015~~2016. InThe ~~2017~~decrease ~~and~~in ~~2016,~~2018 ~~noninterest~~was ~~income~~attributable ~~predominantly~~to ~~consisted~~a ofdecrease in pledge fees, predominantly due to lower average pledged loan balance. The increase in 2017 was attributable to a higher average pledged loan balance as well as a higher average pledge fee rate.

We may pledge our loans in an aggregate amount not exceeding 80% of our total assets at any time as collateral on behalf of the Bank for the Bank’s access to secured borrowing facilities through the Federal Home Loan Banks or the discount window of Federal Reserve Banks. In exchange for the pledge of our loan assets, the Bank will pay us a fee that is consistent with market terms. We earned $556.35 million in pledge fees during ~~2017~~2018, compared with $3255.3 million and $432.43 million in ~~2016~~2017 and ~~2015~~2016, respectively. ~~The increase in both periods was attributable to a higher average pledged loan balance as well as a higher average pledge fee rate.~~ See Note 6 (Transactions With Related Parties) to Financial Statements in this Report for more information.

Other income in ~~2017~~2018 was ~~a net loss of~~ $~~119~~1.3 ~~thousand~~million, compared with a net loss of $~~2.2~~119 ~~million~~thousand ~~in 2016~~ and ~~income of~~ $~~542 thousand in 2015~~2.2 ~~The~~million ~~loss~~ in 2017 and 2016, ~~was due to $844 thousand and $2~~respectively.7 ~~million~~Other ofincome reflects losses on sales of loans to the Bank, ~~respectively.~~of ~~There~~$88 ~~were~~thousand, no$844 ~~gains~~thousand orand ~~losses~~$2.7 onmillion ~~sales~~in of2018, ~~loans~~2017 toand ~~the~~2016, ~~Bank in 2015~~respectively.

Noninterest Expense

Noninterest expense in ~~2017~~2018 was $~~115~~133.94 million, compared with $83115.59 million in ~~2016~~2017 and $5983.95 million in ~~2015~~2016. Noninterest expense predominantly consists of loan servicing costs, management fees, and foreclosed assets expense.

The loans in our portfolio are predominantly serviced by the Bank pursuant to the terms of a servicing agreement or participation and servicing and assignment agreements. In limited instances, the Bank has delegated servicing responsibility to third parties that are not affiliated with us or the Bank. Depending on the loan type, the monthly servicing fee charges are based in part on (a) outstanding principal balances, (b) a flat fee per month, or (c) a total loan commitment amount. Loan servicing costs were $7984.58 million in ~~2017~~2018, compared with $5079.85 million and $3550.78 million in ~~2016~~2017 and ~~2015~~2016, respectively. The increase in ~~2017~~2018 and 2017 compared with 2016 was attributable to a higher average loan balance~~, due to the Third Quarter 2016 Loan Acquisitions~~.

Management fees represent reimbursements made to the Bank for general overhead expenses, including allocations of technology support and a combination of finance and accounting, risk management and other general overhead expenses incurred on our behalf. Management fees include direct and indirect expense allocations. Indirect expenses are allocated based on ratios that use our proportion of expense activity drivers. The expense activity drivers and ratios may change from time to time. Management fees were $2535.78 million in ~~2017~~2018, compared with $1825.7 million in ~~2016~~2017 and $1118.27 million in ~~2015. The increase in management fees in 2017 and~~ 2016 ~~reflected an increase in expense allocations based on our higher total average assets due to the common stock issuance in third quarter 2016~~.

Foreclosed assets expense was $912.61 million in ~~2017~~2018, $~~12.~~9.6 million in ~~2016~~2017, and $1112.89 million in ~~2015. The decrease in 2017 was due to lower costs of maintaining our foreclosed assets, including tax, legal and insurance expenses. The increase in~~ 2016 ~~was due to higher costs of maintaining our foreclosed assets, including tax, legal and insurance expenses~~. Substantially all of our foreclosed assets consist of residential 1-4 family real estate assets.

Balance Sheet Analysis

Total Assets

Our assets predominantly consist of commercial and consumer loans, although we have the authority to hold assets other than loans. Total assets were $35.95 billion at December 31, ~~2017~~2018, and $3235.49 billion at December 31, ~~2016~~2017.

Loans

Total loans were $35.95 billion at December 31, ~~2017~~2018, and $3135.39 billion at December 31, ~~2016~~2017. In ~~2017~~2018, we acquired $93.23 billion of consumer loans ~~from~~and ~~the~~$423.4 ~~Bank~~million of commercial loans at their estimated fair value. In ~~2016~~2017, we acquired $219.42 billion of consumer loans ~~and $1.9 billion of commercial loans from the Bank~~ at their estimated fair value. At both December 31, ~~2017~~2018 and ~~2016~~2017, consumer loans represented 91% ~~and 87%~~ of loans, respectively, and commercial loans represented the balance of our loan portfolio.

Allowance for Loan Losses

The allowance for loan losses ~~increased~~decreased $532.56 million to $~~129~~96.47 million at December 31, ~~2017~~2018, from $~~123~~129.94 million at December 31, ~~2016,~~2017. ~~due~~The todecrease ~~loan~~in ~~growth~~the ~~through~~allowance ~~acquisition,~~was ~~partially~~driven ~~offset~~ by ~~continued~~the ~~improvement~~reinvestment inof ~~the~~paydowns ~~housing~~and ~~environment~~payoffs of higher risk loans into lower risk loans as well as declining impaired loan balances.

At December 31, ~~2017~~2018, the allowance for loan losses included $~~102~~72.60 million for consumer loans and $2624.8 million for commercial loans; however, the entire allowance is available to absorb credit losses inherent in the total loan portfolio. The total allowance reflects management’s estimate of credit losses inherent in the loan portfolio at the balance sheet date. See the “Risk Management — Credit Risk Management — Allowance for Credit Losses” section in this Report for a description of how management estimates the allowance for loan losses and the allowance for unfunded credit commitments.

Accounts Payable and Receivable—Affiliates, Net

Accounts payable and receivable from affiliates result from intercompany transactions in the normal course of business related to loan paydowns and payoffs, interest receipts, servicing costs, management fees and other transactions with the Bank or its affiliates.

Line of Credit with Bank

We draw upon our $5.0 billion line of credit with the Bank to finance loan acquisitions. ~~Effective~~At ~~October 2017~~December 31, ~~our~~2018 ~~line~~and ~~of credit was increased from $2.2 billion to $5.0 billion. At~~ December 31, 2017 we had $3.61 billion ~~outstanding~~and $3.6 ~~There~~billion ~~was no~~ outstanding ~~balance at December 31~~, ~~2016~~respectively.

Retained Earnings (Deficit)

We expect to distribute annually an aggregate amount of dividends with respect to outstanding capital stock equal to approximately 100% of our REIT taxable income for federal income tax purposes before dividends paid deduction. Because our net income determined under GAAP may vary from the determination of REIT taxable income, periodic distributions may exceed our GAAP net income.

The retained deficit included within our balance sheet results from cumulative distributions that have exceeded GAAP net income, predominantly due to the impact on REIT taxable income of purchase accounting adjustments attributable to the Company during the years 2009 through 2013, from the 2008 acquisition of Wachovia Corporation by Wells Fargo. The remaining purchase accounting adjustments at December 31, ~~2017~~2018 are not expected to cause a significant variance between GAAP net income and REIT taxable income in future years.

The following table summarizes differences between taxable income before dividends paid deduction reported on our income tax returns and net income as reported in our statement of income.

Table 3: Taxable income before dividends paid deduction

	December 31,
(in thousands)	~~2017~~2018			~~2016~~2017		~~2015~~2016
Net income	$	1,~~218~~237,~~667~~611		~~783~~1,~~815~~218,667		~~645~~783,~~978~~815
Tax adjustments:
Purchase accounting	~~1,962~~(584		)	1,~~795~~962		51,~~954~~795
Allowance for credit losses	5(32,~~633~~392		)	35,~~491~~633		~~(63~~3,~~636~~491	)
Other	~~794~~(133		)	~~(60~~227	)	(~~436~~60	)
REIT taxable income (1)	$	1,~~227~~204,~~056~~502		~~789~~1,~~041~~226,489		~~587~~789,~~860~~041
Dividends declared	$	1,~~222~~212,588		~~802~~1,222,588		~~589~~802,588

(1) ~~2017~~2018 REIT taxable income is an estimate.

Risk Management

Our board of directors has overall responsibility for overseeing the Company’s risk management structure. This oversight is accomplished through the audit committee of the board of directors and a management-level committee that reviews the allowance for credit losses and is supplemented by certain elements of Wells Fargo’s risk management framework.

Allowance for Credit Losses Approval Governance Committee

As a consolidated subsidiary of Wells Fargo, our loans are subject to the same analysis of appropriateness of allowance for credit losses (ACL) as applied to loans maintained in Wells Fargo's other subsidiaries, including the Bank. The Company’s Allowance for Credit Losses Approval Governance Committee (the Committee) reviews the process and supporting analytics for the allowance for loan losses and the allowance for unfunded credit commitments to help ensure the ACL is maintained at an appropriate level for the Company in conformity with GAAP and regulatory guidelines. The Committee meets its responsibilities principally through its review of the process and supporting analytics employed to establish the allowance. The Committee participates in scheduled meetings during which information is presented, as appropriate, on the following items relating to the ACL:


•	review of the current loss estimates, including the factors and methodologies employed in estimating such amounts;


•	recent reviews, audits, and exams of ACL adequacy, effectiveness, related internal controls and governance process; and


•	recent accounting, regulatory and industry developments affecting the allowance process.

Wells Fargo’s Risk ~~Culture~~Management ~~and Risk~~ Framework

As a consolidated subsidiary of Wells Fargo, we are subject to Wells Fargo’s enterprise risk management framework, which outlines the enterprise-wide approach to risk management and oversight, and describes the structures and practices employed to manage current and emerging risks inherent to the enterprise. The risk framework consists of three lines of defense; – (1) the front line which consists of Wells Fargo’s ~~lines~~risk generating activities, including all activities of its four primary business groups and certain ~~other~~activities of its enterprise functions,; (2) ~~Corporate~~independent ~~Risk~~risk management, which consists of Wells Fargo’s ~~primary~~Corporate ~~second-line~~Risk offunction ~~defense~~and is led by its Chief Risk Officer who ~~currently~~reports isto ~~our~~the ~~Chief~~Risk ~~Executive~~Committee ~~Officer~~of ~~and~~Wells aFargo’s ~~director,~~Board; and (3)internal ~~Wells~~audit, ~~Fargo~~which ~~Audit~~is ~~Services,~~ Wells Fargo’s ~~internal~~Audit ~~audit~~Services ~~function~~and ~~which~~ regularly reports to the Company’s Audit Committee.

Key elements of the Wells Fargo risk framework include:

• ~~Cultivating~~A a strong culture, ~~with~~that ~~key~~emphasizes ~~risk management components emphasizing~~ each team member’s ownership ~~of risk~~ and ~~Wells~~understanding ~~Fargo’s~~of ~~bias for conservatism~~risk.

• ~~Defining~~An ~~and communicating across Wells Fargo an~~ enterprise-wide statement of risk appetite ~~(or,~~that ~~risk~~guides ~~tolerance) which serves to guide~~ business and risk leaders as they manage risk on a daily basis.

• ~~Maintaining~~A a risk management governance structure, including escalation ~~protocols~~requirements and a committee structure, that ~~enables~~helps ~~the~~provide comprehensive oversight of the ~~risk~~risks ~~program~~Wells ~~and~~Fargo ~~the effective and efficient escalation of risk issues to the appropriate level of the enterprise for information and decision-making~~faces.

• ~~Maintaining~~An an enterprise risk inventory ~~and~~that ~~promoting~~promotes a standardized and systematic process to identify and quantify risks ~~across~~at the business group and enterprise level to guide strategic business decisions and capital planning efforts.

• ~~Designing~~Policies, procedures, and controls which form an integrated risk ~~frameworks~~management program that promotes active, ~~programs~~prompt, ~~policies~~and consistent identification, ~~procedures~~measurement, ~~controls~~assessment, ~~processes~~control, ~~and~~mitigation, ~~practices~~reporting, ~~that~~and ~~are~~monitoring ~~effective~~of current and ~~aligned,~~emerging ~~and~~risk ~~facilitate~~exposures ~~the~~across ~~active~~Wells Fargo and ~~timely~~are ~~management~~integrated ofwith ~~current~~clear ~~and~~enterprise ~~emerging~~risk ~~risks~~roles ~~across~~and responsibilities for the ~~enterprise~~three lines of defense.

• ~~Structuring~~Three anlines ~~effective~~of defense that are closely integrated, each with specific roles and ~~independent~~responsibilities ~~Corporate~~for ~~Risk~~risk ~~function~~management and a clear engagement model that promotes challenge and appropriate escalation of issues and information.

•Wells ~~Maintaining~~Fargo anhas established several management-level governance committees to support its leaders in carrying out their risk management responsibilities. The risk governance committee structure is designed so that significant risk issues are identified and escalated and, if necessary, decided upon at the appropriate level of the enterprise. Accordingly, the structure is composed of defined escalation and reporting paths from the front line to independent ~~internal~~risk ~~audit~~management ~~function~~and management-level governance committees and, ultimately, to the Board of Wells Fargo, as appropriate. While these committees may not separately consider issues at the Company level, the assets of the Company are inherently subject to the oversight of these committees because its assets are consolidated on the Wells Fargo balance sheet.

~~Wells~~The ~~Fargo~~Company ~~has~~recently ~~established~~enhanced ~~several~~its management-level governance ~~committees to support its leaders in carrying out their risk management responsibilities. The risk governance~~ committee structure isby ~~designed~~replacing soits ~~that~~Enterprise ~~significant~~Risk ~~risk~~Management ~~issues~~Committee ~~are~~with ~~considered~~an ~~and,~~Enterprise ifRisk ~~necessary,~~& ~~decided~~Control ~~upon~~Committee. atThe ~~the~~Company ~~appropriate~~also ~~level~~integrated many of the ~~enterprise~~risk ~~and~~specific byresponsibilities ~~the appropriate mix~~ of ~~executives. While these~~ committees ~~may~~that ~~not~~previously ~~separately~~reported ~~consider~~to ~~issues at~~ the ~~Company~~Enterprise ~~level,~~Risk ~~the~~Management ~~assets~~Committee ofinto ~~the~~new ~~Company~~Risk ~~are~~& ~~inherently~~Control ~~subject~~Committees tofor ~~the~~each ~~oversight~~business ofgroup ~~these~~and ~~committees~~enterprise ~~because its assets are consolidated on the Wells Fargo balance sheet~~function.

The Enterprise Risk Management Committee, chaired by the Wells Fargo Chief Risk Officer, oversees the management of all risk types across the enterprise.

A number of management-level governance committees that are responsible for issues specific to an individual risk type report into the Enterprise Risk Management Committee. In addition, the management of specific risk types is supported by additional management-level governance committees.

Further discussion and specific examples of reporting, measurement and monitoring techniques we use in each risk area are included within the subsequent sub-sections of the Risk Management section.

Credit Risk Management

Our assets consist predominantly of loans, and their related credit risk is among the most significant risks we manage. We define credit risk as the risk to earnings associated with a borrower or counterparty default (failure to meet obligations in accordance with agreed upon terms).

Table 4 represents loans by segment and class of financing receivable and the weighted average maturity for those loans calculated using contractual maturity dates.

Table 4: Total Loans Outstanding by Portfolio Segment and Class of Financing Receivable and Weighted Average Contractual Maturity

	Loans outstanding			Weighted average maturity in years
(in thousands)	Dec 31, ~~2017~~2018		Dec 31, ~~2016~~2017	Dec 31, ~~2017~~2018	Dec 31, ~~2016~~2017
Total commercial	$	3,~~325~~055,~~939~~423	3,~~984~~325,~~881~~939	3.2	3.42
Consumer:
Real estate 1-4 family first mortgage	31,~~683~~769,~~651~~813		2631,~~236~~683,~~047~~651	2524.17	25.21
Real estate 1-4 family junior lien mortgage	~~855~~669,~~586~~832		1855,~~089,065~~586	15.40	15.84
Total consumer	32,~~539~~439,~~237~~645		2732,~~325~~539,~~112~~237	24.85	24.8
Total loans	$	35,~~865~~495,~~176~~068	3135,~~309~~865,~~993~~176	22.86	22.18

The discussion that follows provides analysis of the risk elements of our various loan portfolios and our credit risk management and measurement practices. See Note 2 (Loans and Allowance for Credit Losses) to Financial Statements in this Report for more analysis and credit metric information.

In order to maintain our REIT status, the composition of our loan portfolio is highly concentrated in real estate.

We continually evaluate our credit policies and modify as necessary. 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.

LOAN PORTFOLIO BY GEOGRAPHY Table 5 is a summary of the geographical distribution of our loan portfolio for the top five states by loans outstanding.

Table 5: Loan Portfolio by Geography

December 31, 2017

December 31, 2018

(in thousands)

Commercial

Real estate1-4 familyfirstmortgage

Real estate1-4 familyjunior lienmortgage

Total

% oftotalloans

California

1,~~515~~395,~~690~~728

8,~~852~~451,~~513~~229

97,~~759~~552

109,~~377~~854,~~962~~509

2928

New York

1410,~~542~~255

3,~~269~~029,~~125~~417

5142,~~751~~530

3,~~335~~082,~~418~~202

Washington

~~147~~127,~~458~~978

2,~~149~~348,~~416~~005

~~1,125~~910

2,~~297~~476,~~999~~893

Virginia

7049,~~937~~276

1,~~819~~955,~~634~~550

8868,~~017~~551

12,~~978~~073,~~588~~377

Texas

~~102~~83,~~349~~355

1,~~289~~351,~~634~~975

128,~~546~~035

1,~~404~~443,~~529~~365

All other states

1,~~474~~388,~~963~~831

14,~~303~~633,~~329~~637

~~692~~542,~~388~~254

16,~~470~~564,~~680~~722

Total loans

3,~~325~~055,~~939~~423

31,~~683~~769,~~651~~813

~~855~~669,~~586~~832

35,~~865~~495,~~176~~068

100

COMMERCIAL AND INDUSTRIAL LOANS (C&I) C&I loans were less than 1 percent of total loans at December 31, ~~2017~~2018. We believe the C&I loan portfolio is appropriately underwritten. Our credit risk management process for this portfolio focuses on a

customer's ability to repay the loan through their cash flows. ~~All~~Substantially all of the loans in our C&I portfolio are unsecured at December 31, ~~2017~~2018.

COMMERCIAL SECURED BY REAL ESTATE (CSRE) The CSRE portfolio consists of both mortgage loans and construction loans, where loans are secured by real estate. Table 6 summarizes CSRE loans by state and property type. To identify and manage newly emerging problem CSRE loans, we employ a high level of monitoring and regular customer interaction to understand and manage the risks associated with these loans,

including regular loan reviews and appraisal updates. We consider the creditworthiness of the customers and collateral valuations when selecting CSRE loans for acquisition. In future periods, we expect to consider acquisitions of CSRE loans in addition to other REIT qualifying assets such as real estate 1-4 family mortgage loans.

Table 6: CSRE Loans by State and Property Type

	December 31, 2017
	December 31, 2018
(in thousands)	TotalCSRE loans		% oftotalCSRE loans
By state:
California	$	1,~~515~~395,~~690~~728	46	%
Florida	~~307~~274,~~168~~280		9
Utah	~~198~~154,~~649~~454		65
Washington	147,458		4
Oregon	149,287		5
Oregon	145,880		4
Washington	127,978		4
All other states	~~990~~938,~~568~~282		31
Total loans	$	3,~~305~~040,~~413~~009	100	%
By property type:
Office buildings	$	~~824~~773,~~034~~139	25	%
Shopping centers	~~626~~531,~~836~~015		1917
5+ multifamily residences	519,699		16
5 + multifamily residences	479,035		16
Warehouses	~~449~~453,~~124~~385		1415
Retail establishments (restaurants, stores)	~~381~~311,~~579~~111		1210
Mini-storage	~~139~~190,~~341~~368		46
Motels/hotels	115,022		3
Commercial/industrial (non-residential)	108,850		4
Commercial/industrial (non-residential)	95,831		3
Manufacturing plants	62,743		2
Manufacturing plants	74,784		2
Motels/hotels	62,217		2
Research and development	5246,~~637~~533		2
Other	2621,~~526~~613		—1
Total loans	$	3,~~305~~040,~~413~~009	100	%

REAL ESTATE 1-4 FAMILY MORTGAGE LOANS The concentrations of real estate 1-4 family mortgage loans by state and the related LTV ratio for real estate 1-4 family first mortgage and CLTV ratio for real estate 1-4 family junior lien mortgage loans are presented in combination in Table 7. CLTV means the ratio of the total loan balance of first and junior mortgages to property collateral value. 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. AVMs are computer-based tools used to estimate the market value of homes. AVMs are a lower-cost alternative to appraisals and support valuations of large numbers of properties in a short period of time using market ~~comparable~~comparables and price trends for local market areas. The primary risk associated with the use of AVMs is that the value of an individual property may vary significantly from the average for the market area. We have processes to periodically validate AVMs and specific risk management guidelines addressing the circumstances when AVMs may be used. ~~AVMs are generally used in underwriting to support property values on loan originations only where the~~

loan amount is under $250,000. We generally require property visitation appraisals by a qualified independent appraiser for larger residential property loans.

We continue to modify real estate 1-4 family mortgage loans to assist homeowners and other borrowers experiencing financial difficulties. Loans are generally underwritten at the time of the modification in accordance with underwriting guidelines established for governmental and proprietary loan modification programs. Under these programs, we may provide concessions such as interest rate reductions, forbearance of principal, and in some cases, principal forgiveness. These programs generally include trial payment periods of three to four months, and after successful completion and compliance with terms during this period, the loan is permanently modified. Loans included under these programs are accounted for as troubled debt restructurings (TDRs) at the start of a trial period or at the time of permanent modification, if no trial period is used.

The credit performance associated with our real estate 1-4 family mortgage portfolio ~~continued~~remained tostrong ~~improve~~ in ~~2017~~2018, as measured through net charge-offs and nonaccrual loans. Improvement in the credit performance was driven by an improving housing environment.

Table 7: Real Estate 1-4 Family Mortgage Loans LTV/CLTV by State

	December 31, 2017
	December 31, 2018
(in thousands)	Real estate1-4 familymortgage		CurrentLTV/CLTVratio ~~(1)~~
California	$	8,~~862~~458,~~272~~781	4844	%
New York	3,~~320~~071,~~876~~947		5957
Washington	2,~~150~~348,~~541~~915		5452
Virginia	12,~~907~~024,~~651~~101		6462
Texas	1,~~302~~360,~~180~~010		5958
All other states	1415,~~995~~175,~~717~~891		6159
Total loans	$	32,~~539~~439,~~237~~645	5755

(1) Collateral values are generally determined using AVMs and are updated quarterly.

REAL ESTATE 1-4 FAMILY FIRST MORTGAGE LOANS

Net charge-offs (recoveries) as a percentage of average loans improved to (0.01)% in ~~2017~~2018, compared with 0.0701% in ~~2016~~2017. Nonaccrual loans were $~~150~~142.43 million at December 31, ~~2017~~2018, compared with $~~165~~150.14 million at December 31, ~~2016~~2017.

Table 8 summarizes delinquency and loss rates by state for our real estate 1-4 family first mortgage portfolio.

Table 8: Real Estate 1-4 Family First Mortgage Portfolio Performance

	Outstanding balance			% of loans30 daysor more past due			Loss (recovery) rate
	December 31,			December 31,			Year ended December 31,
(in thousands)	~~2017~~2018		~~2016~~2017	~~2017~~2018		~~2016~~2017	~~2017~~2018		~~2016~~	2017
California	$	8,~~852~~451,~~383~~050	98,~~012~~852,~~878~~383	0.1511	%	0.0615	—		—	—
New York	3,~~268~~028,~~458~~854		23,~~293~~268,~~854~~458	0.4554		0.6845	0.02		~~0.01~~	0.02
Washington	2,~~149~~348,~~416~~005		12,~~562~~149,~~147~~416	0.0312		0.0903	—(0.01	)	~~(0.01~~	)—
Virginia	1,~~818~~954,~~445~~719		1,~~411~~818,~~434~~445	0.5147		0.7651	(0.01	)	~~0.07~~	0.01
Texas	1,~~289~~351,~~611~~937		1,~~135~~289,~~109~~611	0.4434		0.3744	—		~~0.01~~	—
Other	14,~~296~~628,~~320~~092		1014,~~808~~296,~~197~~320	0.9071		10.2590	(0.0103	)	~~0.14~~	0.01
Total	31,~~674~~762,~~633~~657		2631,~~223~~674,~~619~~633	0.5446		0.6654	(0.01	)	~~0.07~~	0.01
PCI	97,~~018~~156		129,~~428~~018
Total first mortgages	$	31,~~683~~769,~~651~~813	2631,~~236~~683,~~047~~651

REAL ESTATE 1-4 FAMILY JUNIOR LIEN MORTGAGE LOANS Our junior lien portfolio includes real estate 1-4 family junior lien mortgage loans secured by real estate. Predominantly all of our junior lien loans are amortizing payment loans with fixed interest rates and repayment periods between 5 to 30 years. Junior lien loans with balloon payments at the end of the repayment term represent less than 1% of our junior lien loans. We frequently monitor the credit performance of our junior lien

mortgage portfolio for trends and factors that influence the frequency and severity of loss. Net charge-offs as a percentage of average loans ~~improved~~were to 0.1627% in ~~2017~~2018 compared with 0.7616% for the same period a year ago. Nonaccrual loans were $4434.76 million at December 31, ~~2017~~2018, compared with $4844.87 million at December 31, ~~2016~~2017.

Table 9 summarizes delinquency and loss rates by state for our junior lien portfolio.

Table 9: Real Estate 1-4 Family Junior Lien Portfolio Performance

	Outstanding balance			% of loans30 daysor more past due			Loss (recovery) rate
			December 31,	December 31,			Year ended December 31,
(in thousands)	~~2017~~2018		~~2016~~2017	~~2017~~2018		~~2016~~2017	~~2017~~2018		~~2016~~2017
New Jersey	$	~~183~~146,~~405~~787	~~227~~183,~~384~~405	54.4283	%	45.8242	01.9501		10.1495
Pennsylvania	~~133~~104,~~313~~882		~~168~~133,~~829~~313	54.2916		45.2129	0.6050		10.2160
Florida	~~112~~88,~~437~~122		~~143~~112,~~541~~437	23.6521		32.4065	(0.5267	)	(0.2652	)
Virginia	8868,~~017~~551		~~110~~88,~~712~~017	52.2294		35.4222	0.1427		10.0114
Georgia	6045,~~259~~857		8060,~~038~~259	2.7064		2.6670	(0.7121	)	(0.1671	)
Other	~~278~~215,~~155~~633		~~357~~278,~~629~~155	4.7345		4.6073	(0.1116	)	(0.6711	)
Total	~~855~~669,~~586~~832		1855,~~088,133~~586	4.6005		4.1760	0.1627		0.7716
PCI	—		~~932~~—
Total junior lien mortgages	$	~~855~~669,~~586~~832	1855,~~089,065~~586

NONPERFORMING ASSETS (NONACCRUAL LOANS AND FORECLOSED ASSETS) Table 10 summarizes nonperforming assets (NPAs) for the last five years and Table 11 for each of the last four quarters. 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), such as in bankruptcy or other circumstances;

• they are ~~90 days (~~120 days with respect to real estate 1-4 family first and junior lien mortgages (90 days with respect to commercial) 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; or

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

• consumer loans receive notification of bankruptcy, regardless of their delinquency status.

Note 1 (Summary of Significant Accounting Policies) to Financial Statements describes our accounting policy for nonaccrual and impaired loans.

Table 10: Nonperforming Assets (Nonaccrual Loans and Foreclosed Assets)

December 31,

(in thousands)

~~2017~~2018

~~2016~~2017

~~2015~~2016

~~2014~~2015

~~2013~~2014

Nonaccrual loans:

Total commercial

21,~~306~~975

2,~~600~~306

12,~~706~~600

41,~~214~~706

84,~~802~~214

Consumer:

Real estate 1-4 family first mortgage

~~150~~142,~~381~~325

~~165~~150,~~117~~381

~~201~~165,~~531~~117

~~236~~201,~~859~~531

~~310~~236,~~069~~859

Real estate 1-4 family junior lien mortgage

4434,~~703~~625

4844,~~806~~703

6448,~~718~~806

8064,~~375~~718

~~104~~80,~~423~~375

Total consumer

~~195~~176,~~084~~950

~~213~~195,~~923~~084

~~266~~213,~~249~~923

~~317~~266,~~234~~249

~~414~~317,~~492~~234

Total nonaccrual loans (1)

~~197~~178,~~390~~925

~~216~~197,~~523~~390

~~267~~216,~~955~~523

~~321~~267,~~448~~955

~~423~~321,~~294~~448

Foreclosed assets

21,~~377~~591

2,~~505~~377

12,~~996~~505

21,~~547~~996

52,~~142~~547

Total nonperforming assets

~~199~~180,~~767~~516

~~219~~199,~~028~~767

~~269~~219,~~951~~028

~~323~~269,~~995~~951

~~428~~323,~~436~~995

As a percentage of total loans (2)

0.5651

0.7056

20.0470

2.5004

32.2750


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


(2)	Decrease at December 31, 2016 reflects benefit of $21.0 billion of high quality loans acquired in the Third Quarter 2016 Loan Acquisitions.

Table 11: Nonperforming Assets by Quarter During 2018

(in thousands)

Dec 31, ~~2017~~2018

Sep 30, ~~2017~~2018

Jun 30, 2018

~~Jun 30, 2017~~

Mar 31, 2017

~~Mar 31, 2017~~

Nonaccrual loans:

Total commercial

21,~~306~~975

32,~~325~~016

~~2,600,000~~

2,506

~~3,144~~

12,~~706,000~~519

~~3,473~~

Consumer:

Real estate 1-4 family first mortgage

~~150~~142,~~381~~325

~~152~~141,~~861~~953

147,574

~~157,092~~

152,510

~~159,444~~

Real estate 1-4 family junior lien mortgage

4434,~~703~~625

4235,~~237~~948

37,553

~~43,378~~

42,161

~~46,065~~

Total consumer

~~195~~176,~~084~~950

~~195~~177,~~098~~901

185,127

~~200,470~~

194,671

~~205,509~~

Total nonaccrual loans

~~197~~178,~~390~~925

~~198~~179,~~423~~917

187,633

~~203,614~~

197,190

~~208,982~~

Foreclosed assets

21,~~377~~591

2,~~473~~596

2,503

~~1,714~~

2,259

~~2,903~~

Total nonperforming assets

~~199~~180,~~767~~516

~~200~~182,~~896~~513

190,136

~~205,328~~

199,449

~~211,885~~

As a percentage of total loans

0.5651

0.6156

0.57

~~0.61~~

0.57

~~0.70~~

Total NPAs were $~~199~~180.85 million (0.5651% of total loans) at December 31, ~~2017~~2018, and included $~~197~~178.49 million of nonaccrual loans. Total NPAs were $~~219~~199.08 million (0.7056% of total loans) at December 31, ~~2016~~2017, and included $~~216~~197.54 million of nonaccrual loans. ~~The decrease in 2017 was due in part to improving economic conditions and the Bank's proactive credit risk management activities.~~

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 while on nonaccrual status, or sold, transferred to foreclosed properties, or are no longer classified as nonaccrual as a result of continued performance and an

~~as nonaccrual as a result of continued performance and an~~ improvement in the borrower’s financial condition and loan repayment capabilities. Table 12 provides an analysis of the changes in nonaccrual loans.

If interest due on all nonaccrual loans (including loans that were, but are no longer on nonaccrual status at year end) had been accrued under the original terms, approximately $1714.05 million of interest would have been recorded as income on these loans, compared with $11.46 million actually recorded as interest income in ~~2017~~2018, ~~versus~~compared with $1217.80 million and $1211.54 million, respectively, in ~~2016~~2017.

Table 12: Analysis of Changes in Nonaccrual Loans

Quarter ended

Dec 31,

Sep 30,

Jun 30,

Mar 31,

Year ended Dec 31,

(in thousands)

~~2017~~2018

~~2016~~2017

Commercial:

Balance, beginning of period

32,~~325~~016

32,~~144~~506

32,~~473~~519

2,~~600~~306

12,~~706~~600

Inflows

~~140~~46

~~214~~—

—241

~~978~~252

~~1,332~~539

41,~~757~~332

Outflows

(~~1,159~~87

)

(33490

)

(~~329~~254

)

(~~105~~39

)

(~~1,626~~870

)

(31,~~863~~626

)

Balance, end of period

21,~~306~~975

32,~~325~~016

32,~~144~~506

32,~~473~~519

21,~~306~~975

2,~~600~~306

Consumer:

Balance, beginning of period

~~195~~177,~~098~~901

~~200~~185,~~470~~127

~~205~~194,~~509~~671

~~213~~195,~~923~~084

~~266~~213,~~249~~923

Inflows

3623,~~586~~517

3119,~~201~~111

3123,~~587~~551

3332,~~360~~155

~~132~~98,~~734~~334

~~134~~132,~~929~~734

Outflows:

Returned to accruing

(189,~~388~~954

)

(1712,~~063~~164

)

(1514,~~350~~291

)

(2015,~~152~~190

)

(7051,~~953~~599

)

(7570,~~719~~953

)

Foreclosures

(2,~~596~~114

)

(23,~~286~~278

)

(32,~~104~~326

)

(34,~~018~~899

)

(1112,~~004~~617

)

(1311,~~977~~004

)

Charge-offs

(42,~~680~~963

)

(32,~~508~~538

)

(42,~~366~~277

)

(73,~~424~~396

)

(1911,~~978~~174

)

(3219,~~056~~978

)

Payment, sales and other

(109,~~936~~437

)

(138,~~716~~357

)

(1314,~~806~~201

)

(119,~~180~~083

)

(4941,~~638~~078

)

(6549,~~503~~638

)

Total outflows

(3624,~~600~~468

)

(3626,~~573~~337

)

(3633,~~626~~095

)

(4132,~~774~~568

)

(~~151~~116,~~573~~468

)

(~~187~~151,~~255~~573

)

Balance, end of period

~~195~~176,~~084~~950

~~195~~177,~~098~~901

~~200~~185,~~470~~127

~~205~~194,~~509~~671

~~195~~176,~~084~~950

~~213~~195,~~923~~084

Total nonaccrual loans

~~197~~178,~~390~~925

~~198~~179,~~423~~917

~~203~~187,~~614~~633

~~208~~197,~~982~~190

~~197~~178,~~390~~925

~~216~~197,~~523~~390

TROUBLED DEBT RESTRUCTURINGS (TDRs) The recorded investment of loans modified in TDRs is provided in Table 13 and Table 14. The allowance for loan losses for TDRs was $5637.8 million and $7456.68 million at December 31, ~~2017~~2018 and ~~2016~~2017, respectively. See Note 2 (Loans and Allowance for Credit Losses) to Financial Statements in this Report for more information. Those loans discharged in bankruptcy and reported as TDRs have been written down to net realizable collateral value. In those situations where principal is forgiven, the entire amount of such principal forgiveness is immediately charged off to the extent not done so prior to the modification. When we delay the timing on the repayment of a portion of principal (principal forbearance), we charge off the amount of forbearance if that amount is not considered fully collectible.

Our nonaccrual policies are generally the same for all loan types when a restructuring is involved. We typically re-underwrite loans at the time of restructuring to determine whether there is sufficient evidence of sustained repayment capacity based on the borrower’s documented income, debt to income ratios, and other factors. Loans lacking sufficient evidence of sustained repayment capacity at the time of

modification are charged down to the fair value of the collateral, if applicable. For an accruing loan that has been modified, if the borrower has demonstrated performance under the previous terms and the underwriting process shows the capacity to continue to perform under the restructured terms, the loan will generally remain in accruing status. Otherwise, the loan will be placed in nonaccrual status and may be returned to accruing status when the borrower demonstrates a sustained period of performance, generally six consecutive months of payments, or equivalent, inclusive of consecutive payments made prior to modification. Loans will also be placed on nonaccrual status, and a corresponding charge-off is recorded to the loan balance, when we believe that principal and interest contractually due under the modified agreement will not be collectible.

Table 15 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, we may remove loans from TDR classification, but only if they have been refinanced or restructured at market terms and qualify as a new loan.

Table 13: Troubled Debt Restructurings (TDRs)

December 31,

(in thousands)

~~2017~~2018

~~2016~~2017

~~2015~~2016

~~2014~~2015

2014

~~2013~~

Total commercial TDRs

21,~~992~~958

32,~~236~~992

23,~~534~~236

2,~~841~~534

~~2,777,000~~

2,841

~~2,777~~

Consumer:

Real estate 1-4 family first mortgage

~~309~~278,~~678~~459

~~340~~309,~~895~~678

~~371~~340,~~605~~895

~~386~~371,~~511~~605

386,511

~~390,309~~

Real estate 1-4 family junior lien mortgage

8977,~~560~~386

9889,~~380~~560

~~112~~98,~~597~~380

~~121~~112,~~672~~597

121,672

~~127,680~~

Trial modifications

75,~~498~~277

117,~~795~~498

1511,~~663~~795

15,~~081~~663

15,081

~~19,953~~

Total consumer TDRs

~~406~~361,~~736~~122

~~451~~406,~~070~~736

~~499~~451,~~865~~070

~~523~~499,~~264~~865

523,264

~~537,942~~

Total TDRs

~~409~~363,~~728~~080

~~454~~409,~~306~~728

~~502~~454,~~399~~306

~~526~~502,~~105~~399

526,105

~~540,719~~

TDRs on nonaccrual status

~~116~~109,~~885~~713

~~136~~116,~~883~~885

~~159~~136,~~998~~883

~~174~~159,~~065~~998

174,065

~~230,230~~

TDRs on accrual status

~~292~~253,~~843~~367

~~317~~292,~~423~~843

~~342~~317,~~401~~423

~~352~~342,~~040~~401

352,040

~~310,489~~

Total TDRs

~~409~~363,~~728~~080

~~454~~409,~~306~~728

~~502~~454,~~399~~306

~~526~~502,~~105~~399

526,105

~~540,719~~

Table 14: TDRs Balance by Quarter During 2018

(in thousands)

Dec 31, ~~2017~~2018

Sep 30, ~~2017~~2018

Jun 30, ~~2017~~2018

Mar 31, ~~2017~~2018

Total commercial TDRs

21,~~992~~958

32,~~035~~509

3,~~078~~124

3,~~147~~152

Consumer:

Real estate 1-4 family first mortgage

~~309~~278,~~678~~459

~~316~~289,~~831~~563

~~326~~294,~~413~~171

~~335~~305,~~037~~212

Real estate 1-4 family junior lien mortgage

8977,~~560~~386

9178,~~534~~802

9281,~~812~~578

9686,~~260~~659

Trial modifications

75,~~498~~277

85,~~799~~044

105,~~165~~980

95,~~759~~557

Total consumer TDRs

~~406~~361,~~736~~122

~~417~~373,~~164~~409

~~429~~381,~~390~~729

~~441~~397,~~056~~428

Total TDRs

~~409~~363,~~728~~080

~~420~~375,~~199~~918

~~432~~384,~~468~~853

~~444~~400,~~203~~580

TDRs on nonaccrual status

~~116~~109,~~885~~713

~~119~~113,~~122~~893

~~124~~115,~~444~~672

~~128~~118,~~807~~659

TDRs on accrual status

~~292~~253,~~843~~367

~~301~~262,~~077~~025

~~308~~269,~~024~~181

~~315~~281,~~396~~921

Total TDRs

~~409~~363,~~728~~080

~~420~~375,~~199~~918

~~432~~384,~~468~~853

~~444~~400,~~203~~580

Table 15: Analysis of Changes in TDRs

Quarter ended

Dec 31,

Sep 30,

Jun 30,

Mar 31,

Year ended Dec 31,

(in thousands)

~~2017~~2018

~~2016~~2017

Commercial:

Balance, beginning of period

32,~~035~~509

3,~~078~~124

3,~~147~~152

32,~~236~~992

23,~~534~~236

Inflows (1)

~~(34~~—

)

—350

—

—203

~~(34~~553

)

~~3,991~~—

Outflows (2)

(9551

)

(43965

)

(6928

)

(8943

)

(~~210~~1,587

)

(~~3,289~~244

)

Balance, end of period

21,~~992~~958

32,~~035~~509

3,~~078~~124

3,~~147~~152

21,~~992~~958

32,~~236~~992

Consumer:

Balance, beginning of period

~~417~~373,~~164~~409

~~429~~381,~~390~~729

~~441~~397,~~056~~428

~~451~~406,~~070~~736

~~499~~451,~~865~~070

Inflows (1)

62,~~187~~978

5,~~539~~872

6,~~560~~476

97,~~706~~520

2722,~~992~~846

3627,~~223~~992

Outflows:

Charge-offs

(~~269~~376

)

(~~995~~249

)

(~~1,653~~388

)

(~~1,162~~380

)

(41,~~079~~393

)

(94,~~078~~079

)

Foreclosures

(~~640~~486

)

(~~657~~1,298

)

(~~376~~2,734

)

(~~1,067~~825

)

(25,~~740~~343

)

(42,~~322~~740

)

Payments, sales and other (2)

(14,~~405~~635

)

(1411,~~747~~710

)

(1619,~~603~~476

)

(1513,~~455~~682

)

(6159,~~210~~503

)

(6761,~~749~~210

)

Net change in trial modifications (3)

~~(1,301~~232

)

(~~1,366~~935

)

~~406~~423

(21,~~036~~941

)

(42,~~297~~221

)

(34,~~869~~297

)

Balance, end of period

~~406~~361,~~736~~122

~~417~~373,~~164~~409

~~429~~381,~~390~~729

~~441~~397,~~056~~428

~~406~~361,~~736~~122

~~451~~406,~~070~~736

Total TDRs

~~409~~363,~~728~~080

~~420~~375,~~199~~918

~~432~~384,~~468~~853

~~444~~400,~~203~~580

~~409~~363,~~728~~080

~~454~~409,~~306~~728


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

(2) Other outflows include normal amortization/accretion of loan basis adjustments. No loans were removed from TDR classification in ~~2017~~2018 and ~~2016~~2017 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.

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 exempt under regulatory rules from being classified as nonaccrual until later delinquency, usually 120 days past due.

Table 16 reflects non-PCI loans 90 days or more past due and still accruing.

Table 16: Loans 90 Days or More Past Due and Still Accruing (1)

December 31,

(in thousands)

~~2017~~2018

~~2016~~2017

~~2015~~2016

~~2014~~2015

~~2013~~2014

Total commercial

~~990~~—

—990

~~2,252~~—

—2,252

—

Consumer:

Real estate 1-4 family first mortgage

95,~~001~~819

49,~~962~~001

84,~~365~~962

68,~~020~~365

136,~~120~~020

Real estate 1-4 family junior lien mortgage

~~2,914~~708

2,~~545~~914

2,~~462~~545

42,~~240~~462

54,~~062~~240

Total consumer

116,~~915~~527

711,~~507~~915

107,~~827~~507

10,~~260~~827

1810,~~182~~260

Total

126,~~905~~527

712,~~507~~905

137,~~079~~507

1013,~~260~~079

1810,~~182~~260

(1) PCI loans of $373 thousand, $699 thousand, $2.3 million, $4.4 million, and $4.9 million ~~and $7.0 million~~ at December 31, 2018, 2017, 2016, 2015, ~~2014~~ and ~~2013~~2014, respectively, are excluded from this disclosure 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.

NET CHARGE-OFFS Table 17 presents net charge-offs for the year and quarters of ~~2017~~2018 and ~~2016~~2017. Substantially all net charge-offs (recoveries) were in consumer real estate. Net charge-offs were in ~~2017~~a ~~were~~net recovery position of $21.59 million, or 0.01% of ~~average total loans~~

average total loans outstanding in 2018, compared with net charge-offs of $202.5 million, or 0.1001% of average total loans outstanding in ~~2016~~2017.

Table 17: Net Charge-offs (Recoveries)

	Year ended					Quarter ended
	December 31,					December 31,					September 30,					June 30,					March 31,
($ in thousands)	Net loancharge-offs			% ofavg.loans ~~(1)~~		Net loancharge-offs			% ofavg.loans (1)~~(2)~~		Net loancharge-offs			% ofavg.loans (1)~~(2)~~		Net loancharge-offs			% ofavg.loans (1)~~(2)~~		Net loancharge-offs			% ofavg.loans (1)~~(2)~~
2018
Total commercial	$	(53	)	—	%	$	(13	)	—	%	$	(12	)	—	%	$	(13	)	—	%	$	(15	)	—	%
Consumer:
Real estate 1-4 family first mortgage	(3,949		)	(0.01	)	(181		)	—		(1,171		)	(0.02	)	(1,505		)	(0.02	)	(1,092		)	(0.01	)
Real estate 1-4 family junior lien mortgage	2,078			0.27		(319		)	(0.18	)	1,064			0.58		732			0.37		601			0.29
Total consumer	(1,871		)	(0.01	)	(500		)	(0.01	)	(107		)	—		(773		)	(0.01	)	(491		)	(0.01	)
Total	$	(1,924	)	(0.01	)%	$	(513	)	(0.01	)%	$	(119	)	—	%	$	(786	)	(0.01	)%	$	(506	)	(0.01	)%
2017
Total commercial	$	(473	)	(0.01	)%	$	(396	)	(0.05	)%	$	(59	)	(0.01	)%	$	(12	)	—	%	$	(6	)	—	%
Consumer:
Real estate 1-4 family first mortgage	1,506			0.01		(1,417		)	(0.02	)	276			—		190			—		2,457			0.04
Real estate 1-4 family junior lien mortgage	1,507			0.16		(978		)	(0.44	)	939			0.40		(440		)	(0.18	)	1,986			0.76
Total consumer	3,013			0.01		(2,395		)	(0.03	)	1,215			0.02		(250		)	—		4,443			0.07
Total	$	2,540		0.01	%	$	(2,791	)	(0.03	)%	$	1,156		0.01	%	$	(262	)	—	%	$	4,437		0.06	%
2016
Total commercial	$	(47	)	—	%	$	20		—	%	$	(48	)	(0.01	)%	$	(1	)	—	%	$	(18	)	—	%
Consumer:
Real estate 1-4 family first mortgage	11,104			0.07		1,767			0.03		2,426			0.06		3,630			0.16		3,281			0.15
Real estate 1-4 family junior lien mortgage	9,465			0.76		3,373			1.19		825			0.27		2,097			0.66		3,170			0.94
Total consumer	20,569			0.12		5,140			0.07		3,251			0.07		5,727			0.22		6,451			0.26
Total	$	20,522		0.10	%	$	5,160		0.06	%	$	3,203		0.06	%	$	5,726		0.18	%	$	6,433		0.20	%

(1) ~~Decrease~~Quarterly ~~beginning~~net incharge-offs ~~third~~(recoveries) ~~quarter~~as ~~2016~~a ~~reflects~~percentage ~~benefit~~ of ~~$21.0~~average ~~billion of high quality~~ loans ~~acquired~~are ~~in the Third Quarter 2016 Loan Acquisitions~~annualized.

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

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 2 (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.

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. Substantially all of our nonaccrual loans were real estate 1-4 family first and junior lien mortgage loans at December 31, ~~2017~~2018.

We believe the allowance for credit losses of $~~130~~98.73 million at December 31, ~~2017~~2018, 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 will be 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 Accounting Policies – Allowance for Credit Losses” section and Note 1 (Summary of Significant Accounting Policies) to Financial Statements in this Report.

Table 18 presents an analysis of the allowance for credit losses.

Table 18: Allocation of the Allowance for Credit Losses (ACL)

	Dec 31, 2017				Dec 31, 2016				Dec 31, 2015
	Dec 31, 2018				Dec 31, 2017				Dec 31, 2016
(in thousands)	ACL		Loans as % of total loans		ACL		Loans as % of total loans		ACL		Loans as % of total loans
Total commercial	$	2826,~~085~~281	910	%	$	2928,~~644~~085	139	%	$	1729,~~676~~644	2213	%
Consumer:
Real estate 1-4 family first mortgage	7151,~~341~~894		8889		6171,~~371~~341		8488		5661,~~689~~371		6884
Real estate 1-4 family junior lien mortgage	3120,~~235~~093		31		3431,~~014~~235		3		4734,~~173~~014		103
Total consumer	~~102~~71,~~576~~987		9190		95102,~~385~~576		8791		~~103~~95,~~862~~385		7887
Total	$	~~130~~98,~~661~~268	100	%	$	~~125~~130,~~029~~661	100	%	$	~~121~~125,~~538~~029	100	%

(in thousands)

~~2017~~2018

~~2016~~2017

~~2015~~2016

~~2014~~2015

~~2013~~2014

Components:

Allowance for loan losses

~~129~~96,~~360~~743

~~123~~129,~~877~~360

~~120~~123,~~866~~877

~~184~~120,~~437~~866

~~243~~184,~~752~~437

Allowance for unfunded credit commitments

1,~~301~~525

1,~~152~~301

~~672~~1,152

~~737~~672

~~517~~737

Allowance for credit losses

~~130~~98,~~661~~268

~~125~~130,~~029~~661

~~121~~125,~~538~~029

~~185~~121,~~174~~538

~~244~~185,~~269~~174

Allowance for loan losses as a percentage of total loans (1)

0.3627

0.4036

0.9140

10.4291

1.8642

Allowance for loan losses as a percentage of net charge-offs

~~5,092.15~~NM

~~603.62~~NM

~~373~~603.3862

~~297~~373.3338

~~703~~297.9633

Allowance for credit losses as a percentage of total loans (1)

0.3628

0.4036

0.9240

10.4392

1.8643

Allowance for credit losses as a percentage of total nonaccrual loans

6654.1992

5766.7419

4557.3674

5745.6136

57.7161

NM – Not meaningful


(1)	Decrease at December 31, 2016 reflects benefit of $21.0 billion of high quality loans acquired in the Third Quarter 2016 Loan Acquisitions.

Asset/Liability Management

Asset/liability management involves the evaluation, monitoring and management of interest rate risk, market risk and liquidity and funding.

INTEREST RATE RISK Interest rate risk is the sensitivity of earnings to changes in interest rates. At December 31, ~~2017~~2018, 1312% of our loans had variable interest rates. In a declining rate environment, we may experience a reduction in interest income on our loan portfolio and a corresponding decrease in funds available to be distributed to our shareholders. The reduction in interest income may result from downward adjustment of the indices upon which the interest rates on loans are based and from prepayments of loans with fixed interest rates, resulting in reinvestment of the proceeds in lower yielding assets. To manage interest rate risk, we monitor loan paydown rates, portfolio composition, and the rate sensitivity of loans acquired. Our loan acquisition process attempts to balance desirable yields with the quality of loans acquired.

At December 31, ~~2017~~2018, approximately 8788% of our loans had fixed interest rates. Such loans increase our interest rate risk. Our methods for evaluating interest rate risk include an analysis of interest-rate sensitivity “gap,” which is defined as the difference between interest-earning assets and interest-bearing liabilities maturing or repricing within a given time period. A gap is considered positive when the amount of interest rate-sensitive assets exceeds the amount of interest rate-sensitive

liabilities. A gap is considered negative when the amount of interest rate-sensitive liabilities exceeds the amount of interest rate-sensitive assets. Our interest rate-sensitive liabilities are generally limited to our line of credit with the Bank.

During a period of rising interest rates, a negative gap would tend to adversely affect net interest income, while a positive gap would tend to result in an increase in net interest income. During a period of falling interest rates, a negative gap would tend to result in an increase in net interest income, while a positive gap would tend to adversely affect net interest income. Because different types of assets and liabilities with the same or similar maturities may react differently to changes in overall market rates or conditions, changes in interest rates may affect net interest income positively or negatively even if an institution is perfectly matched in each maturity category.

At December 31, ~~2017~~2018, 1312% of our assets had variable interest rates, and could be expected to reprice with changes in interest rates. At December 31, ~~2017~~2018, our liabilities were 109% of our assets. This positive gap between our assets and liabilities indicates that an increase in interest rates would result in an increase in net interest income and a decrease in interest rates would result in a decrease in net interest income.

Our rate-sensitive assets and liabilities at December 31, ~~2017~~2018 are presented in Table 19. The allowance for loan losses is not included in loans.

Table 19: Rate-sensitive Assets and Liabilities

December 31, 2017

December 31, 2018

(In thousands)

Overnight

Withinone year

One tothree years

Three tofive years

Overfive years

Total

Rate-sensitive assets

Interest-bearing deposits

—

Loans

Fixed rate

—

1627,~~667~~902

6564,~~177~~532

~~153~~142,~~189~~661

31,~~002~~157,~~901~~322

31,~~237~~392,~~934~~417

Variable rate

—

~~661~~602,~~284~~844

1,~~219~~009,~~649~~196

~~706~~791,~~058~~610

21,~~040~~699,~~251~~001

4,~~627~~102,~~242~~651

Total rate-sensitive assets

—

~~677~~630,~~951~~746

1,~~284~~073,~~826~~728

~~859~~934,~~247~~271

3332,~~043~~856,~~152~~323

35,~~865~~495,~~176~~068

Line of credit with Bank

—

—3,054,738

~~3,551,426~~—

—

3,~~551~~054,~~426~~738

Total rate-sensitive liabilities

—

—3,054,738

~~3,551,426~~—

—

3,~~551~~054,~~426~~738

LIQUIDITY AND FUNDING The objective of effective liquidity management is to ensure that we can meet customer loan requests and other cash commitments efficiently under both normal operating conditions and under unpredictable circumstances of industry or market stress. To achieve this objective, Wells Fargo’s Corporate Asset/Liability Management Committee establishes and monitors liquidity guidelines that require sufficient asset-based liquidity to cover potential funding requirements and to avoid over-dependence on volatile, less reliable funding markets.

Proceeds received from paydowns of loans are typically sufficient to fund existing lending commitments and loan acquisitions. Depending upon the timing of the loan acquisitions, we may draw on our $5.0 billion revolving line of credit we have with the Bank as a short-term liquidity source. At December 31, ~~2017~~2018, we had $3.61 billion outstanding on our Bank line of credit. The rate of interest on the line of credit is equal to the three-month ~~London~~LIBOR ~~Interbank Offered Rate~~ plus 4.4 basis points (0.044%). It is expected that a transition away from the widespread use of LIBOR to alternative benchmark rates will occur by the end of 2021. See the "Risk Factors" section in this Report for additional information regarding the potential impact of a benchmark rate,

~~Our~~such ~~primary~~as ~~liquidity~~LIBOR, ~~needs~~or ~~are~~other toreferenced ~~pay~~financial ~~operating~~metric ~~expenses,~~being ~~fund~~significantly ~~our~~changed, ~~lending~~replaced ~~commitments~~or discontinued, ~~acquire~~or ~~loans~~ceases to ~~replace~~be ~~existing~~recognized ~~loans~~as ~~that~~an ~~mature~~acceptable ormarket ~~repay,~~benchmark ~~and~~rate ~~pay~~or ~~dividends.~~financial ~~The retained~~ metric.

Our primary liquidity needs are to pay operating expenses, fund our lending commitments, acquire loans to replace existing loans that mature or repay, and pay dividends. The retained deficit included within our balance sheet results from cumulative distributions that have exceeded GAAP net income, predominantly due to the impact on REIT taxable income of purchase accounting adjustments attributable to the Company during the years 2009 through 2013, from the 2008 acquisition of Wachovia Corporation by Wells Fargo. The excess dividend distributions were funded by using cash provided by investing (generally principal payments received on our loans) and financing activities (generally draws on our Bank line of credit). As the remaining purchase accounting adjustments are not expected to cause a significant variance between GAAP net income and REIT taxable income in future years, operating expenses and dividends are expected to be funded through cash generated by operations or paid-in capital. Funding commitments and the acquisition of loans are intended to be ~~funded with the proceeds obtained from repayment of principal balances by individual borrowers and our line of credit with the Bank.~~

On September 8, 2016, Wells Fargo reached agreements with the Consumer Financial Protection Bureau, the Office of the Comptroller of the Currency, and the Office of the Los Angeles City Attorney, regarding allegations that some of its

~~retail~~funded ~~customers~~with ~~received~~the ~~products~~proceeds ~~and~~obtained ~~services they did not request. Negative publicity or public opinion resulting~~ from ~~the~~repayment ~~settlements and related matters and other instances where the Bank’s customers may have experienced financial harm may increase the risk~~ of ~~reputational~~principal ~~harm~~balances toby ~~the~~individual ~~business~~borrowers ~~of Wells Fargo~~ and the Bank, including the Bank’s ability to originate loans at the same volumes as we have historically acquired. If in future periods we do not reinvest loan paydowns at sufficient levels, management may request our ~~board~~line of ~~directors~~credit towith ~~consider a return of capital to~~ the ~~holders of our common stock~~Bank. Annually, we expect to distribute an aggregate amount of outstanding capital stock dividends equal to approximately 100% of our REIT taxable income for federal tax purposes. Such distributions may exceed net income determined under GAAP.

InOn ~~2017~~September 8, we2016, ~~acquired~~Wells ~~$9.2~~Fargo reached ~~billion~~agreements with the Consumer Financial Protection Bureau, the Office of ~~loans~~the ~~from~~Comptroller of the ~~Bank~~Currency, ~~compared~~and ~~with~~the ~~$23.3~~Office ~~billion~~of inthe ~~2016~~Los Angeles City Attorney, ~~which~~regarding ~~included~~allegations ~~$19.1 billion~~that some of ~~consumer~~its ~~loans~~retail customers received products and $1services they did not request.9 ~~billion~~On ofFebruary ~~CSRE~~2, ~~loans~~2018, ~~acquired~~Wells inFargo entered into a consent order with the ~~Third~~Board ~~Quarter~~of ~~2016~~Governors ~~Loan~~of ~~Acquisitions~~the ~~using~~Federal ~~proceeds~~Reserve ~~from~~System ~~common~~(FRB) ~~stock~~related ~~issuance~~to governance oversight and ~~loan~~compliance ~~paydowns.~~and Tooperational ~~the~~risk ~~extent~~management that weimposes ~~determine~~an ~~that~~asset ~~additional~~cap ~~funding~~on isWells ~~necessary~~Fargo oruntil ~~advisable,~~plans weto ~~could~~enhance ~~issue~~governance ~~additional~~oversight ~~common~~and orcompliance ~~preferred~~and ~~stock,~~operational ~~subject~~risk management are approved and implemented to ~~board~~the satisfaction of ~~directors~~the ~~approval~~FRB. On April 20, ~~raise~~2018 ~~funds~~Wells ~~through~~Fargo ~~debt~~reached ~~financings~~agreement on consent orders issued by the CFPB and OCC to resolve matters regarding the compliance risk management program and past practices involving certain automobile collateral protection insurance policies and certain mortgage interest rate lock extensions. On August 1, or2018, aWells ~~combination~~Fargo ofannounced ~~these~~an ~~methods~~agreement with the U.S. ~~Retention~~Department of ~~cash~~Justice ~~flows~~regarding ~~does~~the ~~not~~resolution ~~represent~~of aclaims ~~significant~~related ~~source~~to certain 2005-2007 residential mortgage-backed securities activities. Negative publicity or public opinion resulting from the settlements, consent orders, and related matters and other instances where the Bank’s customers may have experienced financial harm as well as from the resolution of ~~funding~~other ~~because~~regulatory ~~any~~matters, ~~cash~~litigation, ~~flow~~or ~~retention~~legal ~~must~~actions beby ~~consistent~~Wells ~~with~~Fargo and the ~~provisions~~Bank may increase the risk of reputational harm to the ~~Investment~~business ~~Company~~of ~~Act~~Wells Fargo and the ~~Code~~Bank, ~~which~~including ~~requires~~the Bank’s ability to originate loans at the ~~distribution~~same byvolumes as we have historically acquired. If in future periods we do not reinvest loan paydowns at sufficient levels, management may request our board of directors to consider a ~~REIT~~return of atcapital ~~least~~to ~~90%~~the holders of ~~its~~our ~~REIT~~common ~~taxable~~stock. ~~income~~Annually, ~~excluding~~we expect to distribute an aggregate amount of outstanding capital ~~gains,~~stock ~~and~~dividends ~~must~~equal ~~take~~to ~~into~~approximately ~~account~~100% ~~taxes~~of ~~that~~our ~~would~~REIT betaxable ~~imposed~~income onfor ~~undistributed~~federal tax purposes. Such distributions may exceed net income determined under GAAP.

AsIn ~~of December 31~~2018, ~~2017,~~we ~~our~~acquired ~~liabilities~~$3.7 ~~consisted~~billion of ~~our~~loans ~~line~~from ofthe ~~credit~~Bank, compared with $9.2 billion in 2017. To the ~~Bank~~extent ~~and~~that ~~other~~we ~~liabilities.~~determine ~~The~~that ~~certificate~~additional offunding ~~designation~~is ~~for~~necessary ~~the~~or ~~Series~~advisable, Awe could issue additional common or preferred stock, ~~contains~~subject ato ~~covenant~~board inof ~~which~~directors weapproval, ~~agree~~raise ~~not~~funds tothrough ~~incur~~debt ~~indebtedness~~financings, ~~for~~or ~~borrowed~~a ~~money,~~combination ~~including~~of ~~any~~these ~~guarantees~~methods. Retention of ~~indebtedness~~cash ~~(which~~flows does not ~~include~~represent ~~any~~a ~~pledges~~significant source of ~~our~~funding ~~assets~~because onany ~~behalf~~cash offlow ~~the~~retention ~~Bank~~must orbe ~~our~~consistent ~~other~~with ~~affiliates), without~~ the ~~consent~~provisions of the ~~holders~~Investment ofCompany ~~two-thirds~~Act ofand the ~~Series~~Code, Awhich ~~preferred~~requires ~~stock,~~the ~~voting~~distribution asby a ~~separate~~REIT ~~class,~~of ~~provided~~at ~~that~~least 90% of its REIT taxable income, weexcluding ~~may~~capital ~~incur~~gains, ~~indebtedness~~and inmust antake ~~aggregate~~into ~~amount~~account ~~not~~taxes ~~exceeding~~that ~~20%~~would ofbe ~~our~~imposed ~~stockholders’~~on ~~equity~~undistributed income.

As of December 31, 2018, our liabilities consisted of our line of credit with the Bank, accounts payable- affiliates, net and other liabilities. The certificate of designation for the Series A preferred stock contains a covenant in which we agree not to incur indebtedness for borrowed money, including any guarantees of indebtedness (which does not include any pledges of our assets on behalf of the Bank or our other affiliates), without the consent of the holders of two-thirds of the Series A preferred stock, voting as a separate class, provided that, we may incur indebtedness in an aggregate amount not exceeding 20% of our stockholders’ equity.

Critical Accounting Policy

Our significant accounting policies (see Note 1 (Summary of Significant Accounting Policies) to Financial Statements in this Report) 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. We have identified the accounting policy covering allowance for credit losses as critical because it requires 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.

Management and ~~the~~our Board's Audit Committee ~~of the board of directors~~ have reviewed and approved this critical accounting policy.

Allowance for Credit Losses

As a subsidiary of Wells Fargo, our loans are subject to the same analysis of the appropriateness of the ACL as applied to loans maintained in Wells Fargo’s other subsidiaries, including the Bank. For a description of our ACL accounting policies, see Note 1 (Summary of Significant Accounting Policies) to Financial Statements in this Report.

Changes in the allowance for credit losses and, therefore, in the related provision for credit losses can materially affect net income. In applying the judgment and review required to determine the allowance for credit losses, management considers changes in economic conditions, customer behavior, and collateral value, among other influences. From time to time, economic factors or business decisions, such as the addition or liquidation of a loan product or business unit, may affect the loan portfolio, causing management to provide for or release amounts from the allowance for credit losses. While our methodology attributes portions of the allowance to specific portfolio segments (commercial and consumer), the entire allowance for credit losses is available to absorb credit losses inherent in the total loan portfolio and unfunded credit commitments.

Judgment is specifically applied in:

•

Credit risk ratings applied to individual commercial loans and unfunded credit commitments. We estimate the probability of default in accordance with the borrower’s financial strength using a borrower quality rating and the severity of loss in the event of default using a collateral quality rating. Collectively, these ratings are referred to as credit risk ratings and are assigned to our commercial loans. 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. Commercial loan risk ratings are evaluated based on each situation by experienced senior credit officers and are subject to periodic review by an internal team of credit specialists.


•	Economic assumptions applied to pools of consumer loans (statistically modeled). Losses are estimated using economic variables to represent our best estimate of inherent loss. Our forecasted losses are modeled using a range of economic scenarios.

• Selection of a credit loss estimation model that fits the credit risk characteristics of its portfolio. We use both internally developed and vendor supplied models in this process. We often use expected loss, ~~roll~~transition rate, ~~net~~ flow orrate, ~~statistical~~competing ~~trend~~hazard, ~~models~~vintage maturation, ~~most~~and ~~with~~time series

or statistical trend models, most with economic correlations. Management must use judgment in establishing additional input metrics for the modeling processes, considering further stratification into reference data time series, sub-product, origination channel, vintage, loss type, geographic location and other predictive characteristics. The models used to determine the allowance for credit losses are validated in accordance with Company policies by an internal model validation group.


•	Assessment of limitations to credit loss estimation models. We apply our judgment to adjust our modeled estimates to reflect other risks that may be identified from current conditions and developments in selected portfolios.

•

Identification and measurement of impaired loans, including loans modified in a TDR. Our experienced senior credit officers may consider a loan impaired based on their evaluation of current information and events, including loans modified in a TDR. The measurement of impairment is typically based on an analysis of the present value of expected future cash flows. The development of these expectations requires significant management judgment and review.

•

An amount for imprecision or uncertainty which reflects management’s overall estimate of the effect of quantitative and qualitative factors on inherent credit losses. This amount represents management’s judgment of risks inherent in the processes and assumptions used in establishing the allowance for credit losses. This imprecision considers economic environmental factors, modeling assumptions and performance, process risk, and other subjective factors, including industry trends and emerging risk assessments.

SENSITIVITY TO CHANGES Table 20 demonstrates the impact of the sensitivity of our estimates on our allowance for credit losses.

Table 20: Allowance Sensitivity Summary

		December 31, 2017
		December 31, 2018
		Estimated
		increase / (decrease)
(in millions)		in allowance
Assumption:
	Favorable (1)		$	(1716.63	)
	Adverse (2)		3537.94


(1)	Represents a one risk rating upgrade throughout our commercial portfolio segment and a more optimistic economic outlook for modeled losses on our consumer portfolio segment.

(2) Represents a one risk rating downgrade throughout our commercial portfolio segment, a more pessimistic economic outlook for modeled losses on our consumer portfolio segment and incremental deterioration for PCI loans.

The sensitivity analyses provided in the previous table are hypothetical scenarios and are not considered probable. They do not represent management’s view of inherent losses in the portfolio as of the balance sheet date. Because significant judgment is used, it is possible that others performing similar analyses could reach different conclusions. See the “Risk Management – Credit Risk Management – Allowance for Credit Losses” section and Note 2 (Loans and Allowance for Credit Losses) to Financial Statements in this Report for further discussion of our allowance for credit losses.

Current Accounting Developments

Table 21 provides the significant accounting ~~pronouncements~~updates applicable to us that have been issued by the FASB but are not yet effective.

Table 21: Current Accounting Developments - Issued Standards

Standard	Description	Effective date and financial statement impact
Accounting Standards Update (ASU or Update) 2016-15 – Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments	The Update addresses eight specific cash flowissues with the objective of reducing the existingdiversity in practice for reporting in theStatement of Cash Flows.	We adopted the guidance in first quarter 2018. The Update will not have a material impact on our financial statements.
Accounting Standards Update (ASU or Update) 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments	The Update changes the accounting for credit losses measurement on loans by requiring a current expected credit loss (CECL) measurement to estimate the allowance for credit losses (ACL) for the remaining estimated life of the financial asset (including off-balance sheet credit exposures) using historical experience, current conditions, and reasonable and supportable forecasts. The Update eliminates the existing guidance for PCI loans, but requires an allowance for purchased financial assets with more than insignificant deterioration since origination.	We expect to adopt the guidance in first quarter 2020. Our implementation process includes loss forecasting model development, evaluation of technical accounting topics, updates to our allowance documentation, reporting processes and related internal controls, and overall operational readiness for our adoption of the Update, which will continue throughout 2019, including parallel runs for CECL alongside our current allowance process.We are in the process of developing, validating, and implementing models used to estimate credit losses under CECL. We are substantially complete with a significant majority of our loss forecasting models, and we expect completion of the validation process for our loan models during 2019.Our current planned approach for estimating expected life-time credit losses for loans includes the following key components:• An initial forecast period of one year reflecting management’s expectation of losses based on forward-looking economic scenarios over that time.• A historical loss forecast period covering the remaining contractual life, adjusted for prepayments, by portfolio segment and class of financing receivables based on the change in key historic economic variables during representative historical expansionary and recessionary periods.• A reversion period of up to 2 years connecting the initial loss forecast to the historical loss forecast based on economic conditions at the measurement date.• We will utilize discounted cash flow (DCF) methods to measure credit impairment for loans modified in a TDR, unless they are collateral dependent and measured at the fair value of collateral. The DCF methods would obtain estimated life-time credit losses using the conceptual components described above.We continue to evaluate the results of our modeled loss estimates and will continue to make refinements to our approach. The FASB recently proposed a change to consider recoveries of previously charged off loans or subsequent increases in fair value of collateral for collateral dependent loans in the ACL measurement. If finalized, the proposed changes would be expected to reduce our ACL. The amount of the change in our ACL will be impacted by our portfolio composition and credit quality at the adoption date as well as economic conditions and forecasts at that time.
ASU 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments	The Update changes the accounting for credit losses on loans by requiring a current expected credit loss (CECL) approach to determine the allowance for credit losses. CECL requires loss estimates for the remaining estimated life of the financial asset using historical experience, current conditions, and reasonable and supportable forecasts. Also, the Update eliminates the existing guidance for purchased credit-impaired (PCI) loans, but requires an allowance for purchased financial assets with more than insignificant deterioration since origination.	The guidance is effective in first quarter 2020 with a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption. While early adoption is permitted beginning in first quarter 2019, we do not expect to elect that option. We are evaluating the impact of the Update on our financial statements. We expect the Update will result in an increase in the allowance for credit losses given the change to estimated losses over the contractual life adjusted for expected prepayments with an expected material impact from longer duration portfolios. The amount of the increase will be impacted by the portfolio composition and quality at the adoption date as well as economic conditions and forecasts at that time.
ASU 2016-01 - Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities	The Update amends the presentation and accounting for certain financial instruments. The guidance also updates fair value presentation and disclosure requirements for financial instruments measured at amortized cost.	We adopted the Update in first quarter 2018. For purposes of disclosing the fair value of loans carried at amortized cost, we will determine the fair value based on “exit price” as required by the Update. Accordingly, the fair value amounts disclosed for such loans will change upon adoption of the Update.
ASU 2014-09 – Revenue from Contracts WithCustomers (Topic 606) and subsequent relatedUpdates	The Update modifies the guidance used torecognize revenue from contracts withcustomers for transfers of goods or servicesand transfers of nonfinancial assets, unlessthose contracts are within the scope of otherguidance. The Update also requires newqualitative and quantitative disclosures,including disaggregation of revenues anddescriptions of performance obligations.	We adopted the guidance in first quarter 2018. Our revenue is predominantly net interest income on financial assets, which is specifically excluded from the scope. Accordingly, the Update will not impact our financial statements.

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


•	ASU 2018-13 – Fair Value Measurement (Topic 820):

Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement

Forward-Looking Statements

This Report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. 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. Examples of forward-looking statements include, but are not limited to, statements we make about: future results of WFREIC; expectations for consumer and commercial credit performance and the appropriateness of our allowance for credit losses; our expectations regarding net interest income; expectations regarding loan acquisitions and paydowns; future capital expenditures; future dividends and other capital distributions; the expected outcome and impact of legal, regulatory and legislative developments, as well as our expectations regarding compliance therewith; the outcome of contingencies, such as legal proceedings; and our 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, 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:

• economic conditions that affect the general economy, housing prices, the job market, consumer confidence and spending habits, including our borrowers’ prepayment and repayment of our loans ~~(including the impact of the Tax Cuts & Jobs Act)~~;

• losses related to natural disasters, including ~~recent hurricanes, which primarily affected Texas and Florida, and recent California wildfires, in each case including~~ from damage or loss to our collateral for loans in our consumer and commercial loan portfolios and from the impact on the ability of our borrowers to repay their loans;

• the effect of the ~~current low~~ interest rate environment or changes in interest rates on our net interest income;


•	the level and volatility of the capital markets, interest rates, currency values and other market indices that affect the value of our assets and liabilities;


•	the effect of political conditions and geopolitical events;


•	adverse developments in the availability of desirable investment opportunities, whether they are due to competition, regulation or otherwise;


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


•	the availability and cost of both credit and capital;


•	investor sentiment and confidence in the financial markets;

• our reputation and the reputation of Wells Fargo and the Bank, including negative effects from the Bank's retail banking sales practices matter and other instances where the Bank’s customers may have experienced financial harm and negative effects from the resolution of regulatory matters, litigation, or other legal actions by Wells Fargo and the Bank, which may result in, among other things, additional costs, fines, penalties, restrictions on Wells Fargo’s or the Bank’s business, reputational harm or other adverse consequences;

• financial services reform and the impact of other current, pending and future legislation, regulation and legal actions applicable to us, the Bank or Wells Fargo, including the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and other legislation or regulation related ~~regulations~~to bank products and services;


•	changes in accounting standards, rules and interpretations;


•	various monetary and fiscal policies and regulations of the U.S. and foreign governments;

• a failure in or breach of our, the Bank’s or Wells Fargo’s operational or security systems or infrastructure, or those of third party vendors and other security providers, including as a result of cyber -attacks; and


•	the other factors described in “Risk Factors” in this Report.

In addition to the above factors, we also caution that our allowance for credit losses currently may not be appropriate to cover future credit losses, especially if housing prices decline, unemployment worsens, or general economic conditions deteriorate. Increases in loan charge-offs or in the allowance for credit losses and related provision expense could materially adversely affect our financial results and condition.

Any forward-looking statement made by us in this Report 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 Wells Fargo Real Estate Investment Corporation 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. The following are the most significant risks associated with our business:

Our financial results and condition may be adversely affected by difficult business and economic and other conditions, particularly if housing prices decline, unemployment worsens or general economic conditions deteriorate. Our financial performance is affected by general business and economic conditions in the United States and abroad, and a worsening of current business and economic conditions could adversely affect our business, results of operations and financial condition. If housing prices decline, unemployment worsens or general economic conditions deteriorate, we would expect to incur higher net charge-offs and provision expense from increases in our allowance for credit losses.

In addition, the regulatory environment, natural disasters or other external factors can influence recognition of credit losses in the portfolio and our allowance for credit losses. These economic and other conditions may adversely affect not only consumer loan performance but also commercial loan performance, especially for borrowers that rely on the health of industries or properties that may experience deteriorating economic conditions.

We are effectively controlled by Wells Fargo and our relationship with Wells Fargo and/or the Bank may create potential conflicts of interest. Both of our ~~current~~ executive officers are also ~~executive~~ officers of Wells Fargo and the Bank. One of these executive officers is also a director of the Company. Wells Fargo and the Bank control a substantial majority of our outstanding voting shares and, in effect, have the right to elect all of our directors, including our independent directors, except under limited circumstances if we fail to pay dividends.

Wells Fargo and the Bank may have interests that differ from our interests. Wells Fargo may have investment goals and strategies that differ from those of the holders of the Series A preferred stock. Furthermore, the Bank currently is responsible for the administration of our day-to-day activities pursuant to the terms of loan participation and servicing and assignment agreements. Consequently, conflicts of interest between us, on the one hand, and Wells Fargo and/or the Bank, on the other hand, may arise. Because Wells Fargo’s interests may differ from those of the holders of the Series A preferred stock, actions Wells Fargo takes or omits to take with respect to us may not be as favorable to the holders of the Series A preferred stock as they are to Wells Fargo.

As a consolidated subsidiary of Wells Fargo, we are subject to Wells Fargo’s enterprise risk management framework, including enterprise-level management ~~committees that have been established to inform the risk management framework and provide~~ governance ~~and~~committees ~~advice regarding management functions, and we are subject~~ to ~~key~~support ~~elements~~its ofleaders ~~Wells~~in ~~Fargo’s~~carrying ~~enterprise~~out their risk management ~~culture~~responsibilities. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Risk Management – Wells Fargo’s Risk Management Framework ~~and Culture~~” in this Report.

We depend on the officers and employees of Wells Fargo and the Bank for the selection, structuring and monitoring of our loan portfolio, and our relationship with Wells Fargo and/or the Bank may create potential conflicts of interest. Wells Fargo and the Bank are involved in virtually every aspect of our management and operations. We are dependent on the diligence and skill of the officers and employees of the Bank for the selection, structuring and monitoring of our loan portfolio and our other authorized investments and business opportunities.

with Wells Fargo and/or the Bank may create potential conflicts of interest. Wells Fargo and the Bank are involved in virtually every aspect of our management and operations. We are dependent on the diligence and skill of the officers and employees of the Bank for the selection, structuring and monitoring of our loan portfolio and our other authorized investments and business opportunities.

Conflicts of interest among us and the Bank or its affiliates may also arise in connection with making decisions that bear upon the credit arrangements that the Bank or its affiliates may have with a borrower under a loan. Conflicts also could arise in connection with other actions taken by us or the Bank or its affiliates. In addition, conflicts could arise between the Bank or its affiliates and us in connection with modifications to consumer loans, including under modifications made pursuant to the Bank’s proprietary programs and pursuant to the U.S. Treasury’s Making Home Affordable programs and the Home Affordable Modification Program, for first lien loans and Second Lien Mortgage Program for junior lien loans.

We depend on the officers and employees of Wells Fargo and the Bank for administrative services and the servicing of the loans, and our relationship with Wells Fargo and/or the Bank may create potential conflicts of interest. The loans in our portfolio are predominantly serviced by the Bank pursuant to the terms of ~~loan~~a ~~participation and~~ servicing ~~and~~agreement ~~assignment agreements. In some instances, the Bank has delegated servicing responsibility for certain of our loans to third parties that are not affiliated with us~~ or the Bank or its affiliates. We pay the Bank monthly loan servicing fees for its services under the terms of the loan participation and servicing and assignment agreements. See Note 6 (Transactions With Related Parties) to Financial Statements in this Report. The loan participation and servicing and assignment agreements require the Bank to service the loans in our portfolio in a manner substantially the same as for similar work performed by the Bank for transactions on its own behalf. The Bank collects and remits principal and interest payments, maintains perfected collateral positions and submits and pursues insurance claims. The Bank also provides accounting and reporting services required by us for our loans. We also may direct the Bank to dispose of any loans that are classified as nonperforming, placed in a nonperforming status or renegotiated due to the financial deterioration of the borrower. We generally may not sell, transfer, encumber, assign, pledge or hypothecate the loans without the prior written consent of the Bank. The Bank is

loan participation and servicing and assignment agreements. In some instances, the Bank has delegated servicing responsibility for certain of our loans to third parties that are not affiliated with us or the Bank or its affiliates. We pay the Bank monthly loan servicing fees for its services under the terms of the servicing agreement or loan participation and servicing and assignment agreements. See Note 6 (Transactions With Related Parties) to Financial Statements in this Report. The servicing agreement and loan participation and servicing and assignment agreements require the Bank to service the loans in our portfolio in a manner substantially the same as for similar work performed by the Bank for transactions on its own behalf. The Bank collects and remits principal and interest payments, maintains perfected collateral positions and submits and pursues insurance claims. The Bank also provides accounting and reporting services required by us for our loans. We also may direct the Bank to dispose of any loans that are classified as nonperforming, placed in a nonperforming status or renegotiated due to the financial deterioration of the borrower. Pursuant to the loan participation and servicing and assignment agreements, we generally may not sell, transfer, encumber, assign, pledge or hypothecate the loans without the prior written consent of the Bank. The Bank is required to pay all expenses

~~required to pay all expenses~~ related to the performance of its duties under the servicing agreement and loan participation and servicing and assignment agreements, including any payment to its affiliates or third parties for servicing the loans. In accordance with the terms of the servicing agreement and loan participation and servicing and assignment agreements ~~in place~~, we have the authority to decide whether to foreclose on collateral that secures a loan in the event of a default. Upon sale or other disposition of foreclosure property, the Bank will remit to us the proceeds less the cost of holding and selling the foreclosure property. In the event it is determined that it would be uneconomical to foreclose on the related property, the entire outstanding principal balance of the real estate 1-4 family mortgage loan may be charged off. In addition, we may separately agree with the Bank to sell a defaulted loan back to the Bank at its estimated fair value. We anticipate that the Bank will continue to act as servicer of any additional loans that we acquire from the Bank. We anticipate that any such servicing arrangement that we enter into in the future with the Bank will contain fees and other terms that most likely will differ from, but be substantially equivalent to, those that would be contained in servicing arrangements entered into with unaffiliated third parties. To the extent we acquire loans from unaffiliated third parties, we anticipate that such loans may be serviced by entities other than the Bank. It is our policy that any servicing arrangements with unaffiliated third parties will be consistent with standard industry practices.

In addition, ~~our~~the servicing agreement and loan participation and servicing and assignment agreements include obligations of the Bank to hold us harmless from any claims, causes of action, suits, damages and costs and expenses (including reasonable attorneys' fees) arising from any unlawful act or omission occurring intentionally or unintentionally in connection with the loan products, loan applications, closings, dispositions, and servicing arising under or with respect to any of the loans in our portfolio. In the event the Bank was unable or otherwise prevented from holding us harmless under such covenants, we could suffer a loss as a result of the Bank not fulfilling its servicing obligations under the servicing agreement or loan participation and servicing agreements.

~~Our~~The servicing agreement and loan participation and servicing and assignment agreements may be amended from time to time at our discretion and, in certain circumstances, subject to the approval of a majority of our independent directors, without a vote of our stockholders, including holders of the Series A preferred stock.

Competition may impede our ability to acquire additional loans or other authorized assets, which could materially and adversely affect our results of operations and cash flow. In order to qualify as a REIT, we can only be a passive investor in real estate loans and certain other qualifying investments. We anticipate that we will hold loans in addition to those in the current portfolio and that a majority, if not all, of these loans will be obtained from the Bank.

The Bank competes with mortgage conduit programs, investment banking firms, savings and loan associations, banks, savings banks, finance companies, mortgage bankers and insurance companies in acquiring and originating loans. To the extent we acquire loans directly from unaffiliated third parties in the future, we will face competition similar to that which the Bank faces in acquiring such loans.

We have no control over changes in interest rates and such changes could negatively impact our financial ~~condition, results of operations and ability to pay dividends. Our income consists predominantly of interest~~

condition, results of operations and ability to pay dividends. Our income consists predominantly of interest payments on our loans. As of December 31, ~~2017~~2018, 8788% of loans, as measured by the recorded investment in loans, bore interest at fixed rates and the remainder bore interest at adjustable rates. Fixed rate loans increase our interest rate risk because rates on these loans do not adjust with changes in interest rates and prepayment of these loans generally increases in low interest rate environments, which could have the effect of reducing our overall yield. Adjustable-rate loans decrease the risks to a lender associated with changes in interest rates but involve other risks. For adjustable rate loans, as interest rates rise, the payment by the borrower rises to the extent permitted by the terms of the loan, and this increased payment increases the potential for default. At the same time, the fair value and therefore marketability of the underlying collateral may be adversely affected by higher interest rates. In a declining interest rate environment, there may be an increase in prepayments on the fixed rate loans in our portfolio as the borrowers refinance their loans at lower interest rates. Under these circumstances, we may find it more difficult to acquire additional loans with rates sufficient to support the payment of dividends. A declining interest rate environment could adversely affect our ability to pay full, or even partial, dividends on our common and preferred stock.

In addition, our line of credit with the Bank and certain of our adjustable rate loans reference a benchmark rate, such as LIBOR, or other financial metric in order to determine the applicable interest rate or payment amount. In the event any such benchmark rate or other referenced financial metric is significantly changed, replaced or discontinued, or ceases to be recognized as an acceptable market benchmark rate or financial metric (for example, if LIBOR is discontinued after 2021 as contemplated by the U.K. Financial Conduct Authority), there may be uncertainty or differences in the calculation of the applicable interest rate or payment amount depending on the terms of the governing instrument and there may be significant work required to transition to using any new benchmark rate or other financial metric. This could result in different financial performance for previously booked transactions or require renegotiation of previously booked transactions, and may impact our existing transaction data, products, systems, operations and pricing processes.

Loans are subject to economic and other conditions that could negatively affect the value of the collateral securing such loans and/or the results of our operations. The value of the collateral underlying our loans and/or the results of our operations could be affected by various economic and other conditions, such as:


•	changes in interest rates;


•	local and other economic conditions affecting real estate and other collateral values;


•	the continued financial stability of a borrower and the borrower’s ability to make loan principal and interest payments, which may be adversely affected by job loss, recession, divorce, illness or personal bankruptcy;


•	the ability of tenants to make lease payments and the creditworthiness of tenants;

• the ability of a property to attract and retain tenants, which may be affected by conditions such as an oversupply of space or a reduction in demand for rental space in the area, rent on the property and on other comparable properties located in the same region, the attractiveness of properties to tenants, and the ability of the owner to pay leasing ~~commissions, provide adequate maintenance and insurance, pay tenant improvement costs, and make other tenant concessions;~~

• historical and anticipated level of vacancies;

commissions, provide adequate maintenance and insurance, pay tenant improvement costs, and make other tenant concessions;


•	historical and anticipated level of vacancies;


•	the availability of credit to refinance loans at or prior to maturity;


•	increased operating costs, including energy costs, real estate taxes, and costs of compliance with environmental controls and regulations;


•	sudden or unexpected changes in economic conditions, including changes that might result from terrorist attacks and the United States’ response to such attacks; and


•	potential or existing environmental risks and the occurrence of natural disasters that cause damage to our collateral.

In addition, our credit risk and credit losses can increase if our loans are concentrated to borrowers engaged in the same or similar activities or to borrowers who individually or as a group may be uniquely or disproportionately affected by economic or market conditions. Similarly, challenging economic or market conditions affecting a particular industry may also impact related or dependent industries or the ability of borrowers working in such industries to meet their financial obligations.

Adverse conditions in states in which we have a higher concentration of loans could negatively impact our operations. As of December 31, ~~2017~~2018, 54% of loans, as measured by the recorded investment in loans, were located in California, New York, Washington, Virginia and Texas. In the event of adverse economic conditions in those states in which we have a higher concentration of loans we would likely experience higher rates of loss and delinquency on our loan portfolio than if the underlying loans were more geographically diversified. Additionally, our loans may be subject to a greater risk of default than other comparable loans in the event of adverse economic, political or business developments or natural hazards that may affect states in which we have a higher concentration of loans. Adverse conditions may affect the ability of property owners or commercial borrowers in those states to make payments of principal and interest on the underlying loans, which could adversely affect our results of operations and cash flow. In addition, California has our highest concentration of loans, with 2928% as measured by the recorded investment in loans. Accordingly, deterioration in real estate values and underlying economic conditions in California could result in materially higher credit losses.

Our commercial loans subject us to risks that are not present in our consumer loan portfolio, including the fact that some commercial loans are unsecured. As of December 31, ~~2017~~2018, 9% of our assets, as measured by the recorded investment in loans, consisted of commercial loans, which includes CSRE loans and C&I loans. Commercial loans generally tend to have shorter maturities than real estate 1-4 family mortgage loans and may not be fully amortizing, meaning that they may have a significant principal balance or “balloon” payment due on maturity. Commercial real estate properties tend to be unique and are more difficult to value than single-family residential real estate properties. Foreclosures of defaulted commercial loans generally are subject to a number of complicating factors, including environmental considerations, which are not generally present in foreclosures of real estate 1-4 family mortgage loans. See Risk Factors - “We could incur losses as a result of environmental liabilities of properties underlying ~~our assets through foreclosure action” in this Report. Additionally, there is no requirement regarding the percentage that must be leased of any property securing a commercial loan~~

our assets through foreclosure action” in this Report. Additionally, there is no requirement regarding the percentage that must be leased of any property securing a commercial loan at the time we acquire the loan nor are commercial loans required to have third-party guarantees.

As of December 31, ~~2017~~2018, less than 1%, as measured by the recorded investment in loans, of our commercial loans are unsecured. Such unsecured loans are more likely than loans secured by real estate or personal property collateral to result in a loss upon a default.

We have not obtained a third-party valuation of any of our assets acquired from affiliated parties. Therefore, there can be no assurance that the terms by which we acquired such assets did not differ from the terms that could have been obtained from unaffiliated parties. It is our intention that any agreements and transactions between us and the Bank or its affiliates, including, without limitation, any loan participation and servicing and assignment agreements, be fair to all parties and consistent with market terms for such types of transactions. We have adopted policies with a view to ensuring that all financial dealings between the Bank and us will be fair to both parties and consistent with market terms. However, there has not been a third-party valuation of any of our assets acquired from affiliated parties. In addition, it is not anticipated that third-party valuations will be obtained in connection with future acquisitions or dispositions of assets even in circumstances where an affiliate of ours is transferring the assets to us, or purchasing the assets from us. Accordingly, we cannot assure that the purchase price we paid for our assets was equal to that which would have been paid to an unaffiliated party. Nor can we assure that the consideration to be paid by us to, or received by us from, the Bank, any of our affiliates or third parties in connection with future acquisitions or dispositions of assets will be equal to that which would have been paid to or received from an unaffiliated party.

We may not be able to acquire loans at the same volumes or with the same yields as we have historically acquired. As of December 31, ~~2017~~2018, substantially all of our assets, including interests in real estate loans, have been acquired from the Bank pursuant to loan participation and servicing and assignment agreements. See “Business – General Description of Mortgage Assets and Other Authorized Investments; Investment Policy – Assets in General; Participation Interests and Transfers” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview – Asset Contributions” in this Report. The Bank originates and underwrites, or purchases and re-underwrites, loans. Our ability to acquire interests in loans in the future will depend on the Bank’s ability to continue to originate or purchase such loans. Originating and purchasing real estate loans is highly competitive and subject to extensive regulation. In addition, negative publicity and public opinion about Wells Fargo's business practices, business relationships or corporate governance, including related to its retail banking sales practices matter and other instances where the Bank’s customers may have experienced financial harm, may increase the risk of reputational harm to the businesses of Wells Fargo and the Bank. As a result, the Bank may not be able to originate or purchase loans at the same volumes or with the same yields as it has historically originated or purchased. Our ability to acquire interests in loans in the future will also depend on the Bank’s willingness to sell loans to us. A change in business, economic, or regulatory conditions could cause the Bank to ~~determine that selling loans to us is no longer desirable. A change in the Bank’s ability to originate or purchase loans or the Bank’s willingness to sell interests in those loans to us may~~

determine that selling loans to us is no longer desirable. A change in the Bank’s ability to originate or purchase loans or the Bank’s willingness to sell interests in those loans to us may interfere with our ability to maintain the requisite level of real estate assets to maintain our qualification as a REIT. In addition, although we have policies relating to the minimum credit quality (as measured by FICO score and LTV/CLTV) of loans that we may acquire, the relative quality of our portfolio could decline substantially in the future even though we continue to meet our existing thresholds (which are, in any event, subject to change). If volumes of loans purchased decline or the yields on these loans decline from existing levels, it could negatively affect our financial condition or results of operations.

Holding mortgage loans as participation interests instead of holding whole loans poses certain additional risks to us. As of December 31, ~~2017~~2018, substantially all of our assets, including interests in real estate loans, have been acquired from the Bank pursuant to loan participation agreement or loan participation and servicing and assignment agreements. See “Business – General Description of Mortgage Assets and Other Authorized Investments; Investment Policy – Assets in General; Participation Interests and Transfers” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview – Asset Contributions” in this Report. The substantial majority of these loans were originated or purchased by the Bank, and the Bank remains the lender of record under the related mortgage notes and other mortgage documents. As the holder of participation interests in loans, substantially all of which are serviced by the Bank, we are dependent on the servicing and efforts of the Bank. We do not have a direct contractual relationship with borrowers under the loan participation agreement or loan participation and servicing and assignment agreements. However, in accordance with the terms of the servicing agreement and loan participation and servicing and assignment agreements ~~in place~~, we have the authority to decide whether to foreclose on collateral that secures a loan and certain other rights. In addition, under the loan participation and servicing and assignment agreements, we generally may not sell, transfer, encumber, assign, pledge or hypothecate our participation interests in loans without the prior written consent of the Bank.

Furthermore, if the Bank became subject to a receivership proceeding or failed to repay a deposit made by a borrower on a mortgage loan in which we have a participation interest, such borrower may be entitled to set off their obligation to pay principal or interest on such mortgage loan against the Bank’s obligation to repay the deposit of the borrower.

We may invest in assets that involve new risks and need not maintain our current asset coverage. Although our loan portfolio consists of consumer and commercial loans, to the extent we acquire additional assets in the future, we are not required to limit our investments to assets of the type that constitute our loan portfolio as of December 31, ~~2017~~2018. See “Business – General Description of Mortgage Assets and Other Authorized Investments; Investment Policy” in this Report. Other real estate assets may involve different risks not described in this Report. Nevertheless, we will not invest in assets that are not real estate assets (which includes consumer loans, CSRE loans, mortgage-backed securities that are eligible to be held by REITs, cash, cash equivalents, including receivables and government securities, and other real estate assets) if such investments would cause us to no longer qualify as a REIT for U.S. federal income tax purposes. Moreover, while our policies will call for maintaining specified levels of FFO coverage as to expected dividend distributions and for maintaining specified levels of unpledged, performing assets, we are not required to maintain current levels of asset coverage.

will call for maintaining specified levels of FFO coverage as to expected dividend distributions and for maintaining specified levels of unpledged, performing assets, we are not required to maintain current levels of asset coverage.

The origination of consumer loans, including those we currently own, is heavily regulated, and real or alleged violations of statutes or regulations applicable to the origination of our consumer loans could have an adverse effect on our financial condition, results of operations and cash flows. The origination of consumer loans, such as the real estate 1-4 family mortgage loans currently owned by us, and other mortgage loans that we may own in the future, is governed by a variety of federal and state laws and regulations, including the Truth in Lending Act ("TILA") and various anti-fraud and consumer protection statutes. The laws and regulations of the various jurisdictions in which companies in the financial services industry conduct their mortgage lending business are complex, frequently changing and, in some cases, in direct conflict with each other. We believe that our consumer loans were originated in compliance with the applicable laws and regulations in all material respects. However, a borrower or borrowers may allege that the origination of their loan did not comply with applicable laws or regulations in one or more respects. Borrowers may assert such violations as an affirmative defense to payment or to the exercise by us (through our loan servicer) of our remedies, including foreclosure proceedings or in an action seeking statutory and other damages in connection with such violations. We and the Bank could become involved in litigation in connection with any such dispute, including class action lawsuits. Pursuant to our loan participation and servicing and assignment agreements the Bank is obligated to hold us harmless from any claims, causes of action, suits, damages and costs and expenses (including reasonable attorneys’ fees) arising from any unlawful act or omission occurring intentionally or unintentionally in connection with the loan products, loan applications, closings, dispositions and servicing arising under or with respect to any of the loans. However, in the event the Bank was unable or otherwise prevented from holding us harmless under such agreements, and if we and the Bank are not successful in demonstrating that the loans in dispute were originated in accordance with applicable statutes and regulations, we and the Bank could become subject to monetary damages and other civil penalties, including possible rescission of the affected loans, and could incur substantial litigation costs over a period of time that could be protracted. The risk that borrowers will allege a defense to payment of their loans, including that the origination of the loan did not comply in some respect with laws or regulations, is likely to increase if general economic conditions in the United States deteriorate and if delinquencies and foreclosures increase.

Loans secured by second or more junior liens might not have adequate security. The consumer loans that are secured by second or more junior liens may not afford security comparable to that provided by first lien mortgage loans, particularly in the case of real estate 1-4 family junior lien mortgage loans that have a high combined loan to value ratio, because foreclosure may not be economical. The proceeds from any foreclosure, insurance or condemnation proceedings will be available to satisfy the outstanding balance of the junior lien only to the extent that the liens of the senior mortgages have been satisfied in full, including any related foreclosure costs. In accordance with the terms of the servicing agreement and loan participation and servicing and assignment agreements ~~in place~~, we have the authority to decide whether to foreclose on collateral that secures a loan in the event of a default. In the event it is determined that it would be uneconomical to foreclose on the related property, the entire outstanding principal balance of the real estate 1-4 family mortgage loan may be charged off. In

the authority to decide whether to foreclose on collateral that secures a loan in the event of a default. In the event it is determined that it would be uneconomical to foreclose on the related property, the entire outstanding principal balance of the real estate 1-4 family mortgage loan may be charged off. In addition, we may separately agree with the Bank to sell a defaulted loan back to the Bank at its estimated fair value. There can be no guarantee that the market value of the collateral realized through the foreclosure process or the value of the loan sold back to the Bank would equal the carrying value of the loan for purposes of our financial statements. In these circumstances, including with respect to charge-off, any related losses with respect to such loans would be borne by us and could affect our operating results and cash flows.

The rate of default of real estate 1-4 family junior lien mortgage loans may be greater than that of loans secured by senior mortgages on comparable properties. If real estate markets generally experience an overall decline in value, this could diminish the value of our interest as a junior mortgagee. For real estate 1-4 family junior lien mortgage loans, the underwriting standards and procedures applicable to such loans, as well as the repayment prospects of those loans, may be more dependent on the creditworthiness of the borrower and less dependent on the adequacy of the mortgaged property as collateral.

We do not have insurance to cover our exposure to borrower defaults and bankruptcies and special hazard losses that are not covered by standard insurance. Generally, neither we nor the Bank obtain credit enhancements such as borrower bankruptcy insurance or obtain special hazard insurance for our loans, other than standard hazard insurance typically required by the Bank, which relates only to individual loans. Without third-party insurance, we are subject to risks of borrower defaults and bankruptcies and special hazard losses, such as losses occurring from floods, that are not covered by standard hazard insurance.

We could incur losses as a result of environmental liabilities of properties underlying our assets through foreclosure action. We may be forced to foreclose on an underlying loan where the borrower has defaulted on its obligation to repay the loan. We may also be subject to environmental liabilities with respect to foreclosed property, particularly industrial and warehouse properties, which are generally subject to relatively greater environmental risks, and to the corresponding burdens and costs of compliance with environmental laws and regulations, than non-commercial properties. The discovery of these liabilities and any associated costs for removal of hazardous substances, wastes, contaminants or pollutants could exceed the value of the real property and could have a material adverse effect on the fair value of such loan and therefore we may not recover any or all of our investment in the underlying loan. Although the Bank has exercised and will continue to exercise due diligence to discover potential environmental liabilities prior to our acquisition of any participation in loans secured by such property, hazardous substances or wastes, contaminants, pollutants or their sources may be discovered on properties during our ownership of the loans. To the extent that we acquire any loans secured by such real property directly from unaffiliated third parties, we intend to exercise due diligence to discover any such potential environmental liabilities prior to our acquisition of such loan. Nevertheless we may be unable to recoup any of the costs from ~~any third party and we could incur full recourse liability for the entire cost of any removal and clean-up on a property.~~

~~Delays~~any inthird ~~liquidating~~party ~~defaulted~~and ~~loans~~we could ~~occur~~incur ~~that~~full ~~could~~recourse ~~cause~~liability ~~our~~for ~~business~~the toentire ~~suffer.~~cost ~~Substantial~~of ~~delays~~any ~~could~~removal beand ~~encountered~~clean-up inon ~~connection~~a ~~with~~property. ~~the liquidation of the~~

Delays in liquidating defaulted loans could occur that could cause our business to suffer. Substantial delays could be encountered in connection with the liquidation of the collateral securing defaulted loans, with corresponding delays in our receipt of related proceeds. An action to foreclose on a mortgaged property or repossess and sell other collateral securing a loan is regulated by state statutes and rules. Any such action is subject to many of the delays and expenses of lawsuits, which may impede our ability to foreclose on or sell the collateral or to obtain proceeds sufficient to repay all amounts due on the related loan.

Unexpected rates of loan prepayments may cause us to violate the Investment Company Act of 1940 or cause a decrease in our net income. We generally reinvest the cash from loan paydowns and prepayments in acquiring new loans. If we are unable to acquire new loans, determine not to acquire loans, or if actual prepayment rates exceed the expected rates, excess cash may accumulate on our balance sheet. If we have cash on our balance sheet greater than permitted pursuant to the exclusion from the definition of an investment company provided by Section 3(c)(5)(C) of the Investment Company Act of 1940, we may, absent other relief, no longer qualify for the exclusion under the Investment Company Act.

Additionally, we earn interest income on our loan participation portfolio. Excessive loan prepayments may cause our loan participation portfolio balances to decline and may decrease our net income.

If we no longer qualify for an exclusion from the definition of an investment company under the Investment Company Act, it could have a material adverse effect on us. Section 3(a)(1)(A) of the Investment Company Act defines an investment company as any issuer that is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities, which for these purposes includes loans and participation interests therein of the types owned by us. Section 3(a)(1)(C) of the Investment Company Act defines an investment company as any issuer that is engaged or proposes to engage in the business of investing, reinvesting, owning, holding or trading in securities and owns or proposes to acquire investment securities having a value exceeding 40% of the value of the issuer’s total assets (exclusive of U.S. Government securities and cash items) on an unconsolidated basis.


•	at least 55% of the value of its assets in Qualifying Interests,


•	at least an additional 25% of its assets in other permitted real estate-type interests (reduced by any amount the issuer held in excess of the 55% minimum requirement for Qualifying Interests), and

• no more than 20% of its assets in other than Qualifying Interests and real estate-type assets, and also that the ~~interests in real estate meet other criteria described in such no-action letters.~~

Mortgage loans that were fully and exclusively secured by real property are typically qualifying for these purposes. In addition, participation interests in such loans meeting certain

~~criteria~~interests ~~described~~ in ~~such no-action letters are generally qualifying~~ real estate ~~assets~~meet ~~for~~other ~~purposes~~criteria ofdescribed ~~the Section 3(c)(5)(C) exclusion. We believe that our participation interests~~ in ~~mortgage~~such ~~loans~~no-action ~~satisfy these criteria and that we otherwise qualify for the exclusion provided by Section 3(c)(5)(C) of the Investment Company Act~~letters.

Mortgage loans that were fully and exclusively secured by real property are typically qualifying for these purposes. In addition, participation interests in such loans meeting certain criteria described in such no-action letters are generally qualifying real estate assets for purposes of the Section 3(c)(5)(C) exclusion. We believe that our participation interests in mortgage loans satisfy these criteria and that we otherwise qualify for the exclusion provided by Section 3(c)(5)(C) of the Investment Company Act.

Under the Investment Company Act, a non-exempt entity that is an investment company is required to register with the SEC and is subject to extensive, restrictive and potentially adverse regulation relating to, among other things, operating methods, management, capital structure, dividends and transactions with affiliates. In August 2011, the SEC issued a concept release which indicated that the SEC is reviewing whether issuers who own certain mortgage related investments that rely on the exclusion from the definition of an investment company provided by Section 3(c)(5)(C) of the Investment Company Act should continue to be allowed to rely on such exclusion. The concept release and the public comments thereto have not yet resulted in SEC rulemaking or interpretive guidance and we cannot predict what form any such rulemaking or interpretive guidance may take. We cannot provide any assurance that the outcome of the SEC’s review will not require us to register under the Investment Company Act. If a change in the laws or the interpretations of those laws were to occur, we could be required to either change the manner in which we conduct our operations to avoid being required to register as an investment company or register as an investment company, either of which could have a material adverse effect on, and could give us the right and/or cause us to redeem our Series A preferred stock.

Further, in order to ensure that we at all times continue to qualify for the Section 3(c)(5)(C) exclusion, we may be required at times to adopt less efficient methods of financing certain of our assets than would otherwise be the case and may be precluded from acquiring certain types of assets whose yield is somewhat higher than the yield on assets that could be acquired in a manner consistent with the exclusion. The net effect of these factors may at times reduce our net interest income.

Finally, if we were an unregistered investment company, there would be a risk that we would be subject to monetary penalties and injunctive relief in an action brought by the SEC, that we would be unable to enforce contracts with third parties and that third parties could seek to obtain rescission of transactions undertaken during the period we were determined to be an unregistered investment company.

Our framework for managing risks may not be effective in mitigating risk and loss to us. Our risk management framework seeks to mitigate risk and loss to us. We have established processes and procedures intended to identify, measure, monitor, report and analyze the types of risk to which we are subject, including credit risk, interest rate risk and liquidity risk, among others. However, as with any risk management framework, there are inherent limitations to our risk management strategies as there may exist, or develop in the future, risks that we have not appropriately anticipated or identified. In certain instances, we rely on models to measure, monitor and predict risks, such as credit risks; however, there is no assurance that these models will appropriately capture all relevant risks or accurately predict future events or exposures. In addition, we rely on data to aggregate and assess our various risk exposures and any issues with the quality or effectiveness of our data aggregation and validation procedures could result in ineffective risk management practices or inaccurate regulatory or other risk reporting. The recent financial and credit crisis and

relevant risks or accurately predict future events or exposures. In addition, we rely on data to aggregate and assess our various risk exposures and any issues with the quality or effectiveness of our data aggregation and validation procedures could result in ineffective risk management practices or inaccurate regulatory or other risk reporting. The recent financial and credit crisis and resulting regulatory reform highlighted both the importance and some of the limitations of managing unanticipated risks, and the federal banking regulators remain focused on ensuring that financial institutions build and maintain robust risk management policies. If our risk management framework proves ineffective, we could suffer unexpected losses that could have a material adverse effect on our results of operations or financial condition. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Risk Management” in this Report for additional information about our risk management framework.

A failure in or breach of our operational or security systems, controls or infrastructure or those of the Bank or Wells Fargo or of third party vendors and other service providers, including as a result of cyber -attacks, could disrupt our business; result in the disclosure or misuse of confidential or proprietary information; damage our reputation or the reputation of Wells Fargo or the Bank; increase our costs and cause losses. Our business, financial, accounting, data processing systems or other operating systems and facilities, and those of the Bank and Wells Fargo, may stop operating properly, become insufficient based on our evolving business needs, or become disabled or damaged as a result of a number of factors including events that are wholly or partially beyond our control. For example, there could be electrical or telecommunications outages; degradation or loss of internet or website availability; climate change related impacts and natural disasters such as earthquakes, tornados, and hurricanes; disease pandemics; events arising from local or larger scale political or social matters, including terrorist acts; and cyber -attacks. Furthermore, enhancements and upgrades to the enterprise’s infrastructure or operating systems may be time-consuming, entail significant costs, and create risks associated with implementing new systems and integrating them with existing ones. Due to the complexity and interconnectedness of the enterprise’s systems, the process of enhancing infrastructure and operating systems, including their security measures, can itself create a risk of system disruptions and security issues. Although we have business continuity plans and other safeguards in place, our business operations may be adversely affected by significant and widespread disruption to the enterprise’s physical infrastructure or operating systems that support our business. Information security risks for large financial institutions such as Wells Fargo have generally increased in recent years in part because of the proliferation of new technologies, the use of the internet and telecommunications technologies to conduct financial transactions, and the increased sophistication and activities of organized crime, hackers, terrorists, activists, and other external parties, including foreign state-sponsored parties. Those parties also may attempt to misrepresent personal or financial information to obtain loans or other financial products or attempt to fraudulently induce employees, customers, or other users of our systems, or those of the Bank or Wells Fargo, to disclose confidential information in order to gain access to our data or that of the Bank or Wells Fargo or their customers. Although we believe we have robust information security procedures and controls, our technologies, systems, and networks and those of the Bank and Wells Fargo, may become the target of cyber attacks or information security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of confidential, proprietary and other information, or otherwise disrupt our business operations

procedures and controls, our technologies, systems, and networks and those of the Bank and Wells Fargo, may become the target of cyber-attacks or information security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of confidential, proprietary and other information, or otherwise disrupt our business operations or the business operations of the Bank, Wells Fargo, their customers or other third parties.

Third parties with which we do business or that facilitate our business activities could also be sources of operational risk and information security risk to us, including from cyber -attacks, information breaches or loss, breakdowns, disruptions or failures of their own systems or infrastructure, or any deficiencies in the performance of their responsibilities. Furthermore, as a result of financial institutions and technology systems becoming more interconnected and complex, any operational or information security incident at a third party may increase the risk of loss or material impact to us or the financial industry as a whole. Moreover, because we rely on third parties to provide services to us and facilitate certain of our business activities, we face increased operational risk. If third parties we rely on do not adequately or appropriately provide their services or perform their responsibilities, or we do not effectively manage or oversee these third party relationships, we may suffer material harm, including business disruptions, losses or costs to remediate any of the deficiencies, reputational damage, legal or regulatory proceedings, or other adverse consequences.

Disruptions or failures in the physical infrastructure, controls or operating systems that support our business, cyber -attacks on us, the Bank, or Wells Fargo or third parties with which we do business or that facilitate our business activities could result in financial losses, violations of applicable privacy and other laws, regulatory fines, penalties or intervention, litigation exposure, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs, any of which could materially adversely affect our results of operations or financial condition.

Legislative and regulatory changes and proposals may restrict or limit our ability to engage in our current businesses or in businesses that we desire to enter into. In light of recent conditions in the U.S. and global financial markets and the U.S. and global economy, legislators, the presidential administration and regulators have continued their increased focus on regulation of the financial services industry. In July 2010, the Dodd-Frank Act was enacted, in part, to impose significant investment restrictions and capital requirements on banking entities and other organizations that are significant to the U.S. financial markets. For instance, the Dodd-Frank Act seeks to reform the asset-backed securitization market (including the mortgage-backed securities market) and imposes significant regulatory restrictions on the origination of residential mortgage loans. Final asset-backed securitization rules were issued in October 2014 and became effective, with respect to residential mortgage backed securities, in October 2015 and, with respect to other asset backed securities, in October 2016. The Dodd-Frank Act also created a new regulator, the CFPB, which now oversees many of the laws that regulate the mortgage industry, including among others the Real Estate Settlement Procedures Act and TILA.

In 2013, the CFPB issued the final ability to repay and qualified mortgage rules that generally became effective in January 2014. The ability to repay and qualified mortgage rules implement the Dodd-Frank Act requirement that creditors originating residential mortgage loans make a reasonable and good faith determination that each applicant has a reasonable ability to repay. Although we do not currently originate loans, we cannot predict the long-term impact of these final rules on our ability or desire to acquire certain types of loans or loans to certain borrowers or on our financial results.

good faith determination that each applicant has a reasonable ability to repay. Although we do not currently originate loans, we cannot predict the long-term impact of these final rules on our ability or desire to acquire certain types of loans or loans to certain borrowers or on our financial results.

Proposals that further increase regulation of the financial services industry have been and are expected to continue to be introduced in Congress, in state legislatures and before various regulatory agencies that supervise our operations. Further legislative changes and additional regulations may change our operating environment in substantial and unpredictable ways. We cannot predict whether future legislative proposals will be enacted and, if enacted, the effect that they, or any implementing regulations, would have on our business, results of operations or financial condition.

We continue to evaluate the potential impact of legislative and regulatory proposals. Any future legislation or regulations, if adopted, could impose restrictions on or otherwise limit our ability to continue our business as currently operated, increase our cost of doing business, or impose liquidity or capital burdens that would negatively affect our financial position or results of operations. Any such new legislation or regulation could be the basis of a regulatory event that would permit us to redeem our Series A preferred securities.

Regulatory restrictions on the Bank, as well as Wells Fargo, may limit our ability to engage in our current businesses and pay dividends. Because we are an indirect subsidiary of the Bank, banking regulatory authorities, including the OCC, have the right to examine us and our activities, and, under certain circumstances, to impose restrictions on the Bank or us that could impact our ability to conduct business pursuant to our business plan and that could adversely affect our financial condition and results of operations. If the OCC, which is the Bank’s primary federal regulator, determines that the Bank’s relationship with us is an unsafe and unsound banking practice, then the OCC will have the authority to restrict our ability to acquire assets from or transfer assets to the Bank, to make distributions to our stockholders (including dividends) or to redeem our Series A preferred stock. Such banking regulatory authorities may also require the Bank to sever its relationship with or divest its direct and indirect ownership of us or to liquidate us.

Payments or distributions on our common and preferred stock are subject to certain regulatory limitations. Among other limitations, regulatory capital guidelines limit the total dividend payments made by a consolidated banking entity to the sum of earnings for the current year and prior two years less dividends paid during the same periods. Any dividends paid in excess of this amount can only be made with the approval of the Bank’s regulator.

In addition, the payment of dividends would be prohibited under the OCC’s prompt corrective action regulations if the Bank becomes or would become “undercapitalized” for purposes of such regulations. As of December 31, ~~2017~~2018, the Bank was “well-capitalized” under applicable regulatory capital adequacy guidelines.

Finally, Wells Fargo and its subsidiaries, including WFREIC, are subject to broad prudential supervision by the Federal Reserve, which may result in a limitation on or the elimination of our ability to pay dividends on our common and/or preferred stock, including, for example, in the event that the OCC had not otherwise restricted the payment of such dividends as described above and the Federal Reserve determines that such payment would constitute an unsafe and unsound practice.

We may suffer adverse tax consequences if we fail to qualify as a REIT. No assurance can be given that we will be able to continue to operate in a manner so as to remain qualified as a REIT. Qualification as a REIT involves the application of highly technical and complex tax law provisions for which there are limited judicial and administrative interpretations and involves the determination of various factual matters and circumstances not entirely within our control. New legislation or new regulations, administrative interpretations or court decisions could significantly change the tax laws in the future with respect to qualification as a REIT or the U.S. federal income tax consequences of such qualification in a way that would materially and adversely affect our ability to operate. Any such new legislation, regulation, interpretation or decision could be the basis of a tax event that would permit us to redeem our Series A preferred securities.

If we were to fail to qualify as a REIT, the dividends on our preferred stock would not be deductible for U.S. federal income tax purposes. In that event, we could face a tax liability that could consequently result in a reduction in our net income after taxes, which could also adversely affect our ability to pay dividends to common and preferred stockholders.

Although we intend to operate in a manner designed to qualify as a REIT, future economic, market, legal, tax or other considerations may cause us to determine that it is in our best interests and the best interests of holders of common and preferred stock to revoke the REIT election. As long as any Series A preferred stock is outstanding, any such determination to revoke the REIT election by us may not be made without the approval of a majority of our independent directors.

Changes in accounting policies or accounting standards, and changes in how accounting standards are interpreted or applied, could materially affect how we report our financial results and condition. Our accounting policies are fundamental to determining and understanding our financial results and condition. Some of these policies require use of estimates and assumptions that may affect the value of our assets or liabilities and financial results. Further, our policies related to the allowance for credit losses 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. For a description of these policies, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policy” in this Report.

From time to time the Financial Accounting Standards Board (“FASB”) and the SEC change the financial accounting and reporting standards that govern the preparation of our external financial statements. For example, Accounting Standards Update 2016-13, Financial Instruments-Credit Losses (Subtopic 825-15), replaces the current “incurred loss” model for the allowance for credit losses with an “expected loss” model referred to as the Current Expected Credit Loss model, or CECL. CECL is expected to ~~materially~~ affect how we determine our allowance and report our financial results and condition.

In addition, accounting standard setters and those who interpret the accounting standards (such as FASB, the SEC, banking regulators and our outside auditors) may change or even reverse their previous interpretations or positions on how these standards should be applied.

Because we are a consolidated subsidiary of the Bank, we may be subject to regulatory guidance and other pronouncements issued from time to time by the OCC and other banking regulators. Changes in financial accounting and reporting standards and changes in current interpretations may be beyond our control, can be hard to predict and could materially affect how we report our financial results and condition. We may be required to apply retroactively a new standard, a revised standard or an existing standard in a different manner than previously applied. In all cases, this retroactive application may potentially result in us having to restate prior period financial statements in amounts that may be material.

materially affect how we report our financial results and condition. We may be required to apply retroactively a new standard, a revised standard or an existing standard in a different manner than previously applied. In all cases, this retroactive application may potentially result in us having to restate prior period financial statements in amounts that may be material.

Our financial statements are based in part on assumptions and estimates which, if wrong, could cause unexpected losses in the future. Pursuant to GAAP, we are required to use certain assumptions and estimates in preparing our financial statements, including in determining credit loss reserves, among other items. Our policies related to the allowance for credit losses 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. For a description of these policies, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policy”. If assumptions or estimates underlying our financial statements are incorrect, we may experience material losses.

We may pledge up to 80% of our assets as collateral on behalf of the Bank for the Bank’s access to secured borrowing facilities through Federal Home Loan Banks and Federal Reserve Banks, which subjects us to the Bank’s default risk. The Bank accesses secured borrowing facilities through Federal Home Loan Banks and through the discount window of Federal Reserve Banks. The Bank is a member of the Federal Home Loan Bank of Des Moines and the Federal Reserve Bank of San Francisco, and as a subsidiary of the Bank, we may pledge assets, including our loans, on behalf of the Bank for the Bank’s access to these secured borrowing facilities. The Bank uses funds borrowed from the Federal Home Loan Bank of Des Moines to finance housing and economic development in local communities and funds borrowed from the discount window of the Federal Reserve Bank of San Francisco for short term, generally overnight, funding. We may pledge up to 80% of our assets on behalf of the Bank; provided that, after giving effect to any and all such pledges of assets, the unpaid principal balance of our total unpledged, performing assets will equal or exceed three times the sum of the aggregate liquidation preference of our Series A and Series B preferred stock then outstanding plus any other parity stock then outstanding. Those unpledged assets, however, may be of a lower credit quality than the remainder of our loan portfolio, even if they are classified as performing assets. In exchange for the pledge of our assets, the Bank pays us a fee. Such fee is an amount we believe represents an arrangement that is not inconsistent with market terms. Such fee may be renegotiated by us and the Bank from time to time. Although we currently believe that this arrangement is not inconsistent with market terms, we cannot assure that this is and/or will be the case in the future to the extent such fees are renegotiated. Any material amendment to the terms of agreements related to the pledge of our assets on behalf of the Bank, including with respect to fees, will require the approval of a majority of our independent directors. Moreover, this fee may not adequately compensate us for the risks associated with the pledge of our loan assets. A Federal Home Loan Bank has priority over other creditors with respect to assets pledged to it. In the event the Bank defaults on a Federal Home Loan Bank advance, the Federal Home Loan Bank will own the pledged

a majority of our independent directors. Moreover, this fee may not adequately compensate us for the risks associated with the pledge of our loan assets. A Federal Home Loan Bank has priority over other creditors with respect to assets pledged to it. In the event the Bank defaults on a Federal Home Loan Bank advance, the Federal Home Loan Bank will own the pledged assets, and we will lose these assets. In the event the Bank defaults on a discount window advance, the Federal Reserve Bank may take possession of the pledged assets, and we may lose the assets. Although the Bank is obligated to reimburse us for these losses, it is likely that the Bank would be in receivership when such a default occurs. In that case, these losses would be borne by us, which could affect our financial condition, results of operations and cash flows.

In addition, if the Bank loses access to Federal Home Loan Bank funding, the Bank may be required to find other sources of funding and may be unable to originate new loans. This may limit our ability to acquire additional loans from the Bank.

Controls and Procedures



Disclosure Controls and Procedures

The Company’s management evaluated the effectiveness, as of December 31, ~~2017~~2018, of the Company’s ~~disclosure~~ controls and procedures. The Company’s chief executive officer and chief financial officer participated in the evaluation. Based on this evaluation, the Company’s chief executive officer and chief financial officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, ~~2017~~2018.



Internal Control Over Financial Reporting

Internal control over financial reporting is defined in Rule 13a-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, 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 any quarter in ~~2017~~2018 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Management’s report on internal control over financial reporting is set forth below and should be read with these limitations in mind.



Management’s Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, ~~2017~~2018, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013). Based on this assessment, management concluded that as of December 31, ~~2017~~2018, the Company’s internal control over financial reporting was effective.

KPMG LLP, the independent registered public accounting firm, has audited the Company’s balance sheets as of December 31, ~~2017~~2018 and ~~2016~~2017, and the related statements of income, changes in stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, ~~2017~~2018, and the related financial statement schedule, Schedule IV - Mortgage Loans on Real Estate as stated in their report, which is included herein. Pursuant to an exemption for certain registrants under the Dodd-Frank Act, this Annual Report on Form 10-K does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting.


Item 7A.	Quantitative And Qualitative Disclosures About Market Risk.

Information in response to this item can be found in Part II, Item 7 “Risk Management” in this Report, which information is incorporated by reference into this item.


Item 8.	Financial Statements And Supplementary Data.

The following financial statements and schedules of Wells Fargo Real Estate Investment Corporation at December 31, ~~2017~~2018, are included after Part IV, Item 15 of this Report.

Report of Independent Registered Public Accounting Firm

Statement of Income

Balance Sheet

Statement of Changes in Stockholders’ Equity

Statement of Cash Flows

Notes to Financial Statements

Schedule IV - Mortgage Loans on Real Estate

Quarterly Financial Data

Condensed Statement of Income—Quarterly (Unaudited)

2017 Quarter ended

2016 Quarter ended

2018 Quarter ended

2017 Quarter ended

(in thousands, except per share amounts)

Dec 31,

Sep 30,

Jun 30,

Mar 31,

Dec 31,

Sep 30,

Jun 30,

Mar 31,

Interest income

~~334~~340,~~630~~342

~~332~~334,~~748~~485

~~319~~345,~~866~~207

~~310~~351,~~615~~664

~~315~~334,~~458~~630

~~224~~332,~~690~~748

~~166~~319,~~183~~866

~~163~~310,~~491~~615

Interest expense

17,~~627~~987

34,~~173~~604

~~250~~11,860

—14,402

~~705~~1,627

13,~~272~~173

~~153~~250

~~604~~—

Net interest income

~~333~~332,~~003~~355

329,~~575~~881

~~319~~333,~~616~~347

~~310~~337,~~615~~262

~~314~~333,~~753~~003

~~223~~329,~~418~~575

~~166~~319,~~030~~616

~~162~~310,~~887~~615

Provision (reversal of provision) for credit losses

(17,~~191~~511

)

(116,~~537~~824

)

18(10,~~118~~212

)

8(5,~~083~~854

)

(~~319~~1,191

)

18(11,~~743~~537

)

518,~~903~~118

58,~~528~~083

Net interest income after provision for credit losses

~~334~~339,~~194~~866

~~341~~336,~~112~~705

~~301~~343,~~498~~559

~~302~~343,~~532~~116

~~315~~334,~~072~~194

~~204~~341,~~675~~112

~~160~~301,~~127~~498

~~157~~302,~~359~~532

Noninterest income

Pledge fees

~~10,995~~473

~~15,864~~—

~~14,875~~—

136,~~599~~037

1510,~~839~~995

815,~~715~~864

414,~~022~~875

313,~~720~~599

Other (1)

~~(36~~754

)

~~(284~~144

)

17157

~~184~~221

(~~1,627~~36

)

(~~785~~284

)

~~116~~17

~~112~~184

Total noninterest income

101,~~959~~227

~~15,580~~144

~~14,892~~157

136,~~783~~258

1410,~~212~~959

715,~~930~~580

414,~~138~~892

313,~~832~~783

Noninterest expense

Loan servicing costs

20,~~939~~998

20,~~614~~561

1921,~~236~~360

1821,~~752~~922

1920,~~906~~939

1320,~~309~~614

819,~~815~~236

818,~~731~~752

Management fees

6,~~562~~784

610,~~384~~977

511,~~859~~750

6,~~912~~260

6,~~901~~562

46,~~441~~384

35,~~491~~859

36,~~911~~912

Foreclosed assets

2,~~492~~922

23,~~713~~993

23,~~052~~121

2,~~359~~053

32,~~242~~492

32,~~174~~713

32,~~215~~052

32,~~238~~359

Other

~~230~~236

~~441~~195

~~143~~182

~~195~~107

~~440~~230

~~418~~441

16143

~~282~~195

Total noninterest expense

30,~~223~~940

3035,~~152~~726

2736,~~290~~413

2830,~~218~~342

30,~~489~~223

2130,~~342~~152

1527,~~537~~290

1628,~~162~~218

Net income

~~314~~310,~~930~~153

~~326~~301,~~540~~123

~~289~~307,~~100~~303

~~288~~319,~~097~~032

~~298~~314,~~795~~930

~~191~~326,~~263~~540

~~148~~289,~~728~~100

~~145~~288,~~029~~097

Dividends on preferred stock

4,397

Net income applicable to common stock

~~310~~305,~~533~~756

~~322~~296,~~143~~726

~~284~~302,~~703~~906

~~283~~314,~~700~~635

~~294~~310,~~398~~533

~~186~~322,~~866~~143

~~144~~284,~~331~~703

~~140~~283,~~632~~700

Per common share information

Earnings per common share

98.1298

98.4671

8.3689

89.3324

89.6412

89.8246

118.1936

108.9033

Diluted earnings per common share

98.1298

98.4671

8.3689

89.3324

89.6412

89.8246

118.1936

108.9033

Dividends declared per common share

9.10

9.40

8.37

8.51

6.31

10.85

Average common shares outstanding

34,058

Average common shares outstanding

34,058

21,179

12,900

Diluted average common shares outstanding

34,058

Diluted average common shares outstanding

34,058

21,179

12,900

(1) Results ~~for 2017 and the third and fourth quarters 2016~~ reflect losses ~~from~~on sales of loans to ~~the~~Wells Fargo Bank, National Association.

Item 9. Changes In And Disagreements With Accountants On Accounting And Financial Disclosure.

None.

Item 9A. Controls And Procedures.

Information in response to this item can be found in Part II, Item 7 “Management’s Discussion and Analysis of Financial Conditions and Results of Operations - Controls and Procedures” in this Report, which information is incorporated by reference into this item.

Item 9B. Other Information.

Not applicable.

Part III


Item 10.	Directors, Executive Officers And Corporate Governance.

Directors of WFREIC

We currently have four directors. One of our directors, ~~Michael~~Neal JA. ~~Loughlin~~Blinde, is an ~~executive~~ officer of ~~both~~ Wells Fargo and ~~WFREIC.~~an ~~On January 30, 2018, following his announced retirement as Chief Risk Officer of Wells Fargo, Mr. Loughlin notified the Company of his intent to resign as a director and~~ executive officer of ~~the Company~~WFREIC. The ~~Company~~names ~~expects~~of ~~Mr.~~our ~~Loughlin~~directors, totheir ~~continue~~ages, ~~to serve as a director~~ and ~~executive~~their ~~officer~~business ~~until~~experience ~~his~~during ~~successor~~the ispast ~~elected~~five ~~and takes office. On March 1~~years, ~~2018,~~are ~~the board of directors elected Neal A. Blinde to the Company’s board and to serve~~ as ~~the~~follows: ~~Company’s Chief Executive Officer, effective March 12, 2018.~~

~~The~~George ~~names~~L. Ball (age 60) has been Chief Financial Officer of ~~our~~Parsons ~~directors~~Corporation, ~~including~~Pasadena, MrCalifornia, an international engineering, construction, technical, and management services firm, since May 2008. ~~Blinde~~Previously, ~~their~~he ~~ages~~was Senior Vice President, Financial Systems and ~~their~~Control, ~~business~~of Parsons Corporation from March 2007 to May 2008, and Vice President, Finance, of Parsons Development Company from October 2004 to February 2008. His experience ~~during~~in a variety of finance positions allows him to bring a broad understanding of financial matters to the ~~past~~board ~~five~~of ~~years~~directors, ~~are~~including expertise in accounting, internal controls, financial reporting, and risk management. Mr. Ball has served as ~~follows:~~a director of the Company since July 2014 and is a member of the Audit Committee. He is also a director of NCI Building Systems, Inc.

~~George~~Gary LK. ~~Ball~~Bettin (age 5965) ~~has~~served ~~been~~as ~~Chief~~Managing ~~Financial~~Director ~~Officer and Senior Executive Vice President~~ of ~~Parsons~~Crosh ~~Corporation~~Consulting, ~~Pasadena~~LLC, ~~California~~Mooresville, anNorth ~~international engineering~~Carolina, ~~construction,~~a ~~technical,~~financial ~~and management~~ services consulting firm, ~~since~~from ~~April~~2010 ~~2016.~~until ~~Previously,~~ he ~~was~~retired ~~Chief~~in ~~Financial~~2015. ~~Officer~~He ~~and~~also ~~Executive~~served as Senior Vice President and Head of ~~Parsons~~Mortgage ~~Corporation~~Loan ~~from~~Servicing ~~May~~of ~~2008~~American toSecurity ~~April~~Mortgage ~~2016~~Corporation, ~~Senior~~Charlotte, ~~Vice~~North ~~President~~Carolina, ~~Financial~~a ~~Systems~~mortgage ~~and~~banking ~~Control~~company, offrom ~~Parsons~~2013 ~~Corporation~~to ~~from~~August ~~March~~2014 ~~2007~~and toas ~~May~~Chief ~~2008,~~Executive ~~and~~Officer ~~Vice~~of ~~President~~Quatrro Mortgage Solutions, ~~Finance~~Inc., ofCharlotte, ~~Parsons~~North ~~Development~~Carolina, ~~Company~~a ~~from~~mortgage ~~October~~outsourcing ~~2004~~business, from 2006 to ~~February~~2010. ~~2008~~Mr. ~~His~~Bettin ~~experience~~retired from Bank of America, a financial services company, in 2006 after serving in a variety of ~~finance~~senior ~~positions~~executive ~~allows~~roles ~~him~~in tocustomer ~~bring~~service aand ~~broad~~mortgage ~~understanding~~loan servicing. He brings more than 30 years of ~~financial~~mortgage ~~matters~~and consumer banking industry experience to the board of directors, ~~including~~having ~~expertise~~held senior executive roles in ~~accounting,~~loan ~~internal~~origination ~~controls~~and fulfillment, ~~financial~~customer ~~reporting~~service, ~~and~~servicing, ~~risk~~technology ~~management~~and finance. Mr. ~~Ball~~Bettin has served as a director of the Company since July 2014 and is achair ~~member~~ of the Audit Committee. ~~He is also a director of NCI Building Systems, Inc.~~

~~Gary~~Neal KA. ~~Bettin~~Blinde (age 6446) ~~served~~has ~~as Managing Director of Crosh Consulting, LLC, Mooresville, North Carolina, a financial services consulting firm, from 2010 until he retired and the firm dissolved in 2015. He also~~ served as ~~Senior~~Executive Vice President and ~~Head~~Treasurer of ~~Mortgage~~Wells ~~Loan~~Fargo ~~Servicing~~since ofOctober ~~American~~2015. ~~Security~~In ~~Mortgage~~that ~~Corporation~~role, ~~Charlotte,~~Mr. ~~North~~Blinde ~~Carolina,~~oversees aWells ~~mortgage~~Fargo’s ~~banking company~~funding, ~~from~~capital ~~2013~~management, toliquidity ~~August~~management ~~2014~~ and asinterest ~~Chief~~rate ~~Executive~~risk ~~Officer~~management ofas ~~Quatrro~~well ~~Mortgage~~as ~~Solutions,~~its ~~Inc.,~~recovery ~~Charlotte,~~and ~~North~~resolution ~~Carolina,~~planning aand ~~mortgage~~annual ~~outsourcing~~Comprehensive ~~business,~~Capital ~~from~~Analysis ~~2006~~and toReview ~~2010~~(CCAR). ~~Mr.~~Prior ~~Bettin~~to ~~retired~~his ~~from~~current ~~Bank of America~~role, aMr. ~~financial~~Blinde ~~services~~served ~~company,~~as inManaging ~~2006~~Director ~~after~~and ~~serving~~head inof athe ~~variety~~Depositories ofInvestment ~~senior~~Banking ~~executive~~Group ~~roles~~for inWells ~~customer~~Fargo ~~service~~Securities ~~and~~from ~~mortgage~~2012 ~~loan~~to ~~servicing~~October 2015. He ~~brings~~originally ~~more~~joined ~~than~~Wells 30Fargo ~~years~~Securities ofin ~~mortgage~~2002 and ~~consumer~~has ~~banking~~completed ~~industry~~capital ~~experience~~raising, tofinancial ~~the~~advisory ~~board~~and ofstructured ~~directors,~~finance ~~having~~transactions ~~held~~for ~~senior~~clients ~~executive roles~~ in ~~loan~~the ~~origination and fulfillment~~bank, ~~customer~~specialty ~~service~~finance, ~~servicing,~~and ~~technology~~asset ~~and~~management ~~finance~~sectors. Mr. ~~Bettin~~Blinde ~~has~~brings ~~served~~significant asfunding, acapital ~~director~~management, ofliquidity ~~the~~management, ~~Company~~financial ~~since~~risk ~~July~~management, ~~2014~~financial performance management and isstrategic ~~chair~~planning ofexpertise to the ~~Audit~~board ~~Committee~~of directors.

~~Neal~~John AF. ~~Blinde~~Luikart (age 4569) has ~~served~~been aspresident ~~Executive~~of ~~Vice~~Bethany ~~President~~Advisors ~~and~~LLC, ~~Treasurer~~San ofFrancisco, ~~Wells~~California, ~~Fargo~~a privately-owned consulting business, since ~~October~~February ~~2015~~2007. In ~~that~~He ~~role,~~has ~~Mr.~~also ~~Blinde~~served ~~oversees~~on ~~Wells~~the ~~Fargo’s~~board ~~funding,~~of ~~capital~~directors ~~management,~~of ~~liquidity~~the ~~management~~Federal ~~and~~Home ~~interest~~Loan ~~rate~~Bank ~~risk~~of ~~management~~San asFrancisco, ~~well~~a ascooperative ~~its~~wholesale ~~recovery~~bank since 2007 and ~~resolution~~currently ~~planning~~serves ~~and~~as ~~annual~~Chairman, ~~Comprehensive~~a ~~Capital~~role ~~Analysis~~he ~~and~~also ~~Review~~filled ~~(CCAR)~~from 2012 through 2015. ~~After~~ ~~founding~~Mr. ~~the~~Luikart ~~dedicated~~is ~~Depository~~also ~~sector~~currently ~~coverage~~a ~~team~~trustee inof ~~2010~~four ~~Mr.~~asbestos ~~Blinde~~trusts, ~~served~~having asbegun ~~Managing~~his ~~Director~~work ~~and~~in ~~head~~this ofarea ~~the~~in ~~Depositories~~2004. ~~Investment~~Previously, ~~Banking~~he ~~Group~~was ~~for~~Chairman ~~Wells~~of ~~Fargo~~Wedbush Securities Inc., Los Angeles, California, an investment firm, from ~~2012~~2006 to ~~October~~2010; ~~2015.~~President Inand ~~that~~Chief ~~role~~Operating heOfficer ~~executed~~of ~~capital~~Tucker ~~raising~~Anthony Sutro, ~~financial~~a ~~advisory~~brokerage and ~~structured~~investment ~~finance~~firm, ~~transactions~~from ~~for~~2001 ~~clients~~to in2002; ~~the~~and ~~bank,~~Chairman ~~specialty~~and ~~finance~~Chief Executive Officer of Sutro & Co., a brokerage and ~~asset~~investment ~~management~~firm, ~~sectors~~from 1996 to 2002. With his long career in the financial services industry, Mr. ~~Blinde~~Luikart ~~will~~brings ~~bring~~ significant ~~funding,~~leadership ~~capital~~and executive management, ~~liquidity~~experience ~~management,~~to ~~risk~~the ~~management~~board of directors, ~~financial~~including ~~performance~~extensive ~~management~~governance and strategic ~~planning~~knowledge, as well as financial and investment expertise. toMr. Luikart has served as a director of the ~~board~~Company since July 2014 and is a member of ~~directors~~the Audit Committee.

Michael J. Loughlin (age 62) has served as President and Chief Executive Officer of the Company since March 2014 and as a director since July 2014. He has been Senior Executive Vice President and Chief Risk Officer of Wells Fargo since July 2011. Previously, he served as Executive Vice President and Chief Risk Officer from November 2010 to July 2011, and Executive Vice President and Chief Credit and Risk Officer from April 2006 to November 2010. As Chief Risk Officer of Wells Fargo, Mr. Loughlin provides oversight for, among other things, Wells Fargo’s risk management activities, including credit risk, operational risk, and market risk. Mr. Loughlin brings significant financial institution, risk management, credit risk, mortgage lending, and real estate lending expertise to the board of directors.

John F. Luikart (age 68) has been president of Bethany Advisors LLC, San Francisco, California, a privately-owned consulting business, since February 2007. He has also served on the board of directors of the Federal Home Loan Bank of San Francisco, a cooperative wholesale bank since 2007 and currently serves as Chairman, a role he also filled from 2012 through 2015. Mr. Luikart is also currently a trustee of four asbestos trusts, having begun his work in this area in 2004. Previously, he was Chairman of Wedbush Securities Inc., Los Angeles, California, an investment firm, from 2006 to 2010; President and Chief Operating Officer of Tucker Anthony Sutro, a brokerage and investment firm, from 2001 to 2002; and Chairman and Chief Executive Officer of Sutro & Co., a brokerage and investment firm, from 1996 to 2002. With his long career in the financial services industry, Mr. Luikart brings significant leadership and executive management experience to the board of directors, including extensive governance and strategic knowledge, as well as financial and investment expertise. Mr. Luikart has served as a director of the Company since July 2014 and is a member of the Audit Committee.

Each of our directors will serve until their successors are duly elected and qualified.

Audit Committee

We have a standing audit committee consisting of Messrs. Ball, Bettin and Luikart. Our board has determined that each of the members of the Audit Committee is considered independent for purposes of Rule 10A-3 of the Exchange Act (Rule 10A-3). As a “controlled company” (as defined by NYSE rules because Wells Fargo affiliates control over 50% of the voting power for the election of directors) and because only our Series A preferred stock is listed on the NYSE, we are not required to comply with certain NYSE corporate governance standards under SEC regulations and NYSE rules. Under the NYSE rules applicable to us, we are required to have an audit committee that satisfies the requirements of Rule 10A-3. In accordance with this rule, our independent directors may not accept any consulting, advisory or other compensatory fee from the issuer other than certain fixed compensation under a retirement or deferred compensation plan for prior service with us, or be an “affiliated person” of us. An affiliated person means a person that directly or indirectly controls, is controlled by or is under common control with the company, which generally means an executive officer or a beneficial owner of more than 10% of any class of voting securities of the company.

The board of directors has determined, in its business judgment, that each member of the Audit Committee qualifies as an “audit committee financial expert” as defined by SEC regulations.

Executive Officers of WFREIC

~~Michael~~Neal JA. ~~Loughlin~~Blinde (age 6246) has been our President and Chief Executive Officer and Director since March ~~2014~~2018. Mr. Blinde has served as Executive Vice President and aTreasurer ~~Director~~of Wells Fargo since October 2015. See “— Directors of WFREIC” in this Report for Mr. Blinde’s business experience.

~~July~~John R. Shrewsberry (age 53) has been our Senior Executive Vice President and Chief Financial Officer since May 2014. Mr. ~~Loughlin~~Shrewsberry has served as Senior Executive Vice President and Chief ~~Risk~~Financial Officer of Wells Fargo since ~~July~~May ~~2011~~2014. ~~See~~From 2006 to May 2014, Mr. Shrewsberry was head of Wells Fargo Securities. Mr. Shrewsberry has over 20 years of experience in banking and investing.

“— Directors of WFREIC” in this Report for Mr. Loughlin’s business experience.

John R. Shrewsberry (age 52) has been our Senior Executive Vice President and Chief Financial Officer since May 2014. Mr. Shrewsberry has served as Senior Executive Vice President and Chief Financial Officer of Wells Fargo since May 2014. From 2006 to May 2014, Mr. Shrewsberry was head of Wells Fargo Securities. Mr. Shrewsberry has over 20 years of experience in banking and investing.

On March 1, 2018, the board of directors elected Neal A. Blinde to the Company’s board and to serve as the Company’s Chief Executive Officer, effective March 12, 2018. See “- Directors of WFREIC” in this Report for Mr. Blinde’s business experience.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the 1934 Act requires that the directors and executive officers covered by that Section and beneficial owners of more than 10% of our Series A preferred stock file reports with the SEC and the NYSE relating to their ownership of our equity securities and any changes in that ownership. None of our directors or executive officers owns any of our common stock.

To our knowledge, based solely on a review of copies of the reports that we received and written representations from the individuals required to file the reports, during the year ended December 31, ~~2017~~2018, all Section 16(a) reports applicable to directors and executive officers were filed on a timely basis~~, except as described below~~.

Two required Form 4 reports were not filed on a timely basis to report purchases of Series A preferred stock made as the result of automatic dividend reinvestments on behalf of George L. Ball, a director. The reports were promptly filed after becoming aware of the transactions and the need to report them.

Code of Ethics

We do not have a separate code of ethics and business conduct. However, Wells Fargo maintains a Code of Ethics and Business Conduct that applies to its team members (including executive officers, which include our principal executive officer, principal financial officer and principal accounting officer) and directors (including our directors). The Wells Fargo code of ethics is available at www.wellsfargo.com (select [About Us>Corporate Governance]). This information is also available in print to any stockholder upon written request to the Office of the Corporate Secretary, Wells Fargo & Company, MAC D1053-300, 301 S. College Street, Charlotte, North Carolina 28202.


Item 11.	Executive Compensation.

Board of Directors Report on Compensation Discussion and Analysis

We do not have a compensation committee of the board of directors because we do not currently compensate our officers. As such, the board of directors of the Company has reviewed and discussed the Compensation Discussion and Analysis (as set forth below) with management. Based on such review and discussions, the board of directors recommended that the Compensation Discussion and Analysis be included in this Report.

The Board of Directors

Wells Fargo Real Estate Investment Corporation

George L. Ball

Gary K. Bettin

~~Michael~~Neal JA. ~~Loughlin~~Blinde

John F. Luikart

Compensation Discussion and Analysis

None of our executive officers receives any compensation from us. We have no current plans to directly compensate our executive officers.

Executive Compensation

Currently, we do not directly pay or award any compensation in any form to our executive officers. In ~~2017~~2018, our executive officers, John Shrewsberry and Neal A. Blinde, as well as Michael J. Loughlin, who served as an executive officer until March 2018, were employed and compensated by Wells Fargo in connection with their duties, including serving as officers of WFREIC. We have no current plans to directly compensate our executive officers.

Director Compensation

For services rendered as the Company’s directors, directors who are not employees of WFREIC or Wells Fargo were paid an annual cash retainer of $75,000. In addition, directors are reimbursed for travel and lodging costs to attend meetings of directors. The Company’s board has the authority to set reasonable and appropriate compensation for the directors who are not employees of WFREIC or Wells Fargo.

Director Compensation Table

The following table sets forth with respect to each person who served as a director of the Company in ~~2017~~2018: (i) their name (column (a)); (ii) the aggregate dollar amount of all fees earned or paid in cash for services as a director (column (b)); and (iii) the dollar value of total compensation for the covered fiscal year (column (c)).

~~2017~~2018 DIRECTOR COMPENSATION

Name	Fees Earned or Paid in Cash ($)		Total Compensationin ~~2017~~2018 ($)
(a)	(b)		(c)
George L. Ball	$	75,000	75,000
Gary K. Bettin	75,000		75,000
Neal A. Blinde	—		—
Michael J. Loughlin	—		—
John F. Luikart	75,000		75,000


(1)	Mr. Loughlin retired as a director of our Board effective March 12, 2018.

Compensation Committee Interlocks and Insider Participation

We do not have a compensation committee. None of our executive officers or employees is currently compensated by us.


Item 12.	Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters.

~~The~~Equity ~~following~~Compensation table sets forth the number of shares and percentage of ownership beneficially owned of our Series A preferred stock by our directors and executive officers as of February 28, 2018. None of the directors or executive officers own any shares of any other class of our equity securities.Plans

Name	Number of Shares of Series A Preferred Stock Beneficially Owned	Percentage of Class
George L. Ball	9,280.713	*
Gary K. Bettin	—	—
Michael J. Loughlin	—	—
John F. Luikart	—	—
John R. Shrewsberry	—	—
Directors and executive officers as a group	9,280.713	*

The Company does not have any equity compensation plans. Our two current executive officers are officers of Wells Fargo and receive certain equity-based compensation from Wells Fargo. See Part III, Item 11 “Executive Compensation” in this Report for more information.

Security Ownership Of Certain Beneficial Owners And Management

The following table sets forth the number of shares and percentage of ownership beneficially owned of our Series A preferred stock by our directors and executive officers as of February 22, 2019. None of the directors or executive officers own any shares of any other class of our equity securities.



Name	Number of Shares of Series A Preferred Stock Beneficially Owned	Percentage of Class
George L. Ball	9,280.713	*
Gary K. Bettin	—	—
Neal A. Blinde	—	—
John F. Luikart	—	—
John R. Shrewsberry	—	—
Directors and executive officers as a group	9,280.713	*

*Less than 1%.

The following table sets forth the number of shares and percentage of ownership beneficially owned by all persons known by us to own more than five percent of the shares of our common stock. Holders of our Series A and Series B preferred stock do not have voting rights (except in the limited circumstances) and therefore are not included in the table below.



Name and Address of Beneficial Owner	Number of Shares of Common Stock Owned	Percentage of Class

Omniplus Capital Corporation 45 Fremont Street, 29th Floor San Francisco, CA, 94105-2204	21,892,162	64.3	%
Wells Fargo Insurance RE, Inc. c/o Aon Insurance Managers (USA) Inc., 76 St. Paul Street, Suite 500 Burlington, VT 05401-4477	12,165,866	35.7

In addition to the foregoing, as of December 31, ~~2017~~2018, Omniplus Capital Corporation owned 8182.92% of our Series B preferred stock. We do not have any equity compensation plans.


Item 13.	Certain Relationships And Related Transactions, And Director Independence.

Certain Relationships and Related Party Transactions

One of our current directors is also an ~~executive~~ officer of Wells Fargo. Our current executive officers are also executive officers or officers of Wells Fargo and the Bank. In addition, some of our directors and executive officers are customers of Wells Fargo’s affiliated financial and lending institutions and have transactions with such affiliates in the ordinary course of business. Transactions with directors and executive officers have been on substantially the same terms, including interest rates and collateral on loans, as those prevailing at the time for comparable transactions with third parties and do not involve more than the normal risk of collectability or present other unfavorable features. We may hold a participation interest in some of these loans.

We are subject to certain income and expense allocations from affiliated parties for various services received. In addition, we enter into transactions with affiliated parties in the normal course of business. The nature of the transactions with affiliated parties is discussed below. Further information, including amounts involved, is presented in Note 6 (Transactions With Related Parties) of the Financial Statements.

We acquire and sell loans from and to the Bank. The loan acquisitions and sales are transacted at fair value resulting in acquisition discounts and premiums. The net accretion of adjustments on loans is reported within interest income. Gains or losses on sales of loans are included within noninterest income. Losses on sales of loans to the Bank were $~~844~~88 thousand in ~~2017~~2018. We sell foreclosed assets back to the Bank from time to time at estimated fair value generally with no gain or loss recognized upon the transfer of such assets (as the assets are written down to the fair value of the underlying collateral before being sold). In ~~2017~~2018, all of our loan acquisitions and sales were with the Bank. In ~~2017~~2018, we acquired $93.2 3 billion of consumer loans ~~from~~and ~~the~~$423.4 ~~Bank~~million of commercial loans at their estimated fair value.

We may pledge our loan assets in an aggregate amount not exceeding 80% of our total assets at any time as collateral on behalf of the Bank for the Bank’s access to secured borrowing facilities through the Federal Home Loan Bank of Des Moines or the discount window of the Federal Reserve Bank of San Francisco. In exchange for the pledge of our loan assets, the Bank pays us a fee. Such fee is an amount we believe represents an arrangement that is not inconsistent with market terms. Such fee may be renegotiated by us and the Bank from time to time. At December 31, 2017, the fee was equal to an annual rate of 15 basis points (0.15%) as applied to the unpaid principal balance of pledged loans on a monthly basis. Prior to November 2017, the fee was equal to an annual rate of 34 basis points (0.34%). We earned $55.3 million in pledge fees in 2017. Although we currently believe that this arrangement is not inconsistent with market terms, we cannot provide assurance that this is and/or will be the case in the future to the extent such fees are renegotiated. Any material amendment to the terms of agreements related to the pledge of our loan assets on behalf of the Bank, including with respect to fees, will require the approval of a majority of our independent directors.

~~The~~We ~~Bank~~may ~~currently~~pledge ~~administers~~our loan assets in an aggregate amount not exceeding 80% of our ~~day-~~total assets at any time as collateral on behalf of the Bank for the Bank’s access to~~-day~~ ~~activities~~secured ~~and~~borrowing ~~services~~facilities ~~substantially~~through ~~all~~the Federal Home Loan Bank of Des Moines or the ~~loans~~discount inwindow ~~our~~of ~~portfolio~~the ~~under~~Federal Reserve Bank of San Francisco. In exchange for the ~~terms~~pledge of our loan ~~participation~~assets, ~~and~~the ~~servicing~~Bank ~~and~~pays ~~assignment~~us ~~agreements~~a fee. ~~These~~Such ~~agreements~~fee ~~reflect~~is ~~what~~an amount we believe torepresents bean ~~terms~~arrangement ~~consistent~~that is not inconsistent with ~~those~~market ~~resulting~~terms. ~~from~~Such ~~arm’s-length~~fee ~~negotiations~~may ~~and~~be ~~obligate~~renegotiated by us toand ~~pay~~ the Bank ~~monthly~~from ~~service~~time ~~fees,~~to ~~depending~~time. onAt December 31, 2018, the ~~loan~~fee ~~type,~~was ~~based~~equal into ~~part~~an onannual rate of 17 basis points (a0.17%) ~~outstanding~~as applied to the unpaid principal ~~balances,~~balance ~~(b)~~of pledged loans on a ~~flat~~monthly ~~fee~~basis. We ~~per~~earned ~~month~~$6.5 million in pledge fees in 2018. Although we currently believe that this arrangement is not inconsistent with market terms, we cannot provide assurance that this is and/or ~~(c)~~will abe ~~total~~the ~~loan~~case ~~commitment~~in ~~amount~~the future to the extent such fees are renegotiated. WeAny ~~paid~~material amendment to the terms of agreements related to the pledge of our loan assets on behalf of the Bank, ~~total~~including ~~servicing~~with respect to fees, will require the approval of ~~$79.5~~a ~~million~~majority inof ~~2017.~~our independent directors.

~~Additionally,~~The weBank ~~are~~currently ~~subject~~administers our day-to-day ~~Wells~~activities ~~Fargo’s~~and ~~management~~services ~~fee~~substantially ~~policy~~all ~~and~~of ~~thus~~the ~~reimburse~~loans ~~the~~in ~~Bank~~our onportfolio aunder ~~monthly~~the ~~basis~~terms ~~for~~of ~~general~~loan ~~overhead~~participation ~~expenses,~~and servicing and assignment agreements. These agreements reflect what we ~~are~~believe ~~dependent~~to onbe ~~the~~terms ~~Bank~~consistent ~~and~~with ~~others~~those ~~for~~resulting ~~servicing~~from ~~the~~arm’s-length ~~loans~~negotiations inand ~~our~~obligate ~~portfolio.~~us ~~Management~~to ~~fees~~pay ~~include~~the ~~direct~~Bank ~~and~~monthly ~~indirect~~service ~~expense~~fees, ~~allocations.~~depending ~~Indirect~~on ~~expenses~~the ~~are~~loan ~~allocated~~type, based in part on ~~ratios~~(a) ~~that~~outstanding ~~use~~principal ~~our~~balances, ~~proportion~~(b) ofa ~~expense~~flat ~~activity~~fee ~~drivers~~per month, or (c) a total loan commitment amount. ~~The~~We ~~expense~~paid ~~activity~~the ~~drivers~~Bank ~~and~~total ~~ratios~~servicing ~~may~~fees ~~change~~of ~~from~~$84.8 ~~time~~million toin ~~time~~2018.

Additionally, we are subject to Wells Fargo’s management fee policy and thus reimburse the Bank on a monthly basis for general overhead expenses, and we are dependent on the Bank and others for servicing the loans in our portfolio. Management fees include direct and indirect expense allocations. Indirect expenses are allocated based on ratios that use our proportion of expense activity drivers. The expense activity drivers and ratios may change from time to time. Management fees were $2535.78 million in ~~2017~~2018.

A deposit account with the Bank is our primary cash management vehicle. Our cash management process includes applying operating cash flows to reduce any outstanding balance on our line of credit with the Bank. Operating cash flows are settled through our affiliate accounts receivable/payable process. Upon settlement, cash received is either applied to reduce our line of credit outstanding or retained as a deposit with the Bank. There was no cash balance retained as a deposit with the Bank at December 31, ~~2017~~2018.

We have a revolving line of credit with the Bank, pursuant to which we can borrow up to $5.0 billion at a rate of interest equal to the three-month London Interbank Offered Rate plus 4.4 basis points (0.044%). It is expected that a transition away from the widespread use of LIBOR to alternative benchmark rates will occur by the end of 2021. See the "Risk Factors" section in this Report for additional information regarding the potential impact of a benchmark rate, such as LIBOR, or other referenced financial metric being significantly changed, replaced or discontinued, or ceases to be recognized as an acceptable market benchmark rate or financial metric.

At December 31, ~~2017~~2018, we had $3.61 billion outstanding on the revolving line of credit, ~~and~~with wethe ~~paid~~Bank and $538.19 million ~~to the Bank~~ in interest expense on the revolving line of credit with the Bank for the year ended December 31, ~~2017~~2018.

Accounts receivable from or payable to the Bank or its affiliates result from intercompany transactions that include net loan paydowns, interest receipts, and other transactions, including those transactions noted herein, which have not yet settled.

Related Party Transaction Approval Policy

Our board of directors has adopted a written related party transaction approval policy pursuant to which an independent committee of our board of directors reviews and approves or takes such other action as it may deem appropriate with respect to the following transactions: (1) a transaction in which we are a participant and that involves an amount exceeding $120,000 and in which any of our directors, executive officers or 5% stockholders or any other “related person” as defined in Item 404 of Regulation S-K (“Item 404”) has or will have a direct or indirect material interest; (2) any material amendment or modification to any existing related party transaction; or (3) any other transaction that meets the related party disclosure requirements of the SEC as set forth in Item 404. The policy sets forth factors to be considered by the independent committee including, among others, whether the terms of the transaction are fair to us and in our best interests, whether there are business reasons for the Company to enter into the transaction, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances, the extent of related person’s interest in the transaction and whether the transaction would present an improper conflict of interest for any director or executive officer of the Company. To simplify the administration of the approval process under the policy, the independent committee may, where appropriate, establish guidelines for certain types of transactions or designate certain types of transactions as pre-approved. The following transactions have been pre-approved pursuant to the related party transaction approval policy: (i) indemnification payments; (ii) transactions that involve the providing of compensation or benefits to a director for their services in that capacity; (iii) transactions where all shareholders receive proportional benefits; (iv) certain ordinary course lending and leasing transactions; (v) certain other ordinary course financial services transactions; and (vi) transactions with Wells Fargo and the Bank or its affiliates. However, the form of loan participation and servicing and assignment agreements, and any material amendments to or the termination of such agreements, and any material amendment to the terms of agreements related to the pledge of our loan assets on behalf of the Bank, including with respect to fees, must be approved by a majority of our independent directors.

Director Independence

See Part III, Item 10 “Directors And Executive Officers And Corporate Governance — Audit Committee” in this Report.


Item 14.	Principal Accountant Fees And Services.

KPMG LLP were our auditors for the years ended December 31, ~~2017~~2018, and December 31, ~~2016~~2017.

Set forth below is information relating to the aggregate KPMG fees for professional services rendered to us for the fiscal years ended December 31, ~~2017~~2018 and ~~2016~~2017.

	2017		2016
	2018		2017
Audit Fees (1)	$	~~549~~536,000	~~532~~549,000
Audit-Related	—		—
Tax Fees	—		—
All Other Fees	—		—
Total Fees	$	~~549~~536,000	~~532~~549,000


(1)	Aggregate fees for professional services rendered for the audit of our annual financial statements and for services normally provided in connection with statutory or regulatory filings or engagements.

Our Audit Committee pre-approves all audit, audit-related and non-audit services provided to us by our independent auditors, KPMG, prior to the engagement of KPMG with respect to those services. Generally, prior to or at the beginning of each year, our management submits to the Audit Committee detailed information regarding the specific audit, audit-related and permissible non-audit services that it recommends the Audit Committee engage the independent auditors to provide us for the fiscal year. Management discusses the services with the Audit Committee, including the rationale for using the independent auditors for non-audit services, including tax services, and whether the provision of those non-audit services by KPMG is compatible with maintaining the auditors’ independence. Thereafter, any additional audit, audit-related or non-audit services that arise and that were not submitted to the Audit Committee for pre-approval at the beginning of the year are also similarly submitted to the Audit Committee for pre-approval. The Audit Committee has delegated to the Chair of the Audit Committee the authority to pre-approve the engagement of the independent auditors when the entire Audit Committee is unable to do so. All such pre-approvals are then reported to the entire Audit Committee at its next meeting.

Part IV


Item 15.	Exhibits and Financial Statement Schedules.

The following financial statements of Wells Fargo Real Estate Investment Corporation at December 31, ~~2017~~2018, are included in this report.

Report of Independent Registered Public Accounting Firm

Statement of Income

Balance Sheet

Statement of Changes in Stockholders’ Equity

Statement of Cash Flows

Notes to Financial Statements

Schedule IV - Mortgage Loans on Real Estate

A list of the exhibits to this Form 10-K is set forth below.

ExhibitNo.	Description	Location
(3)(a)	Amended and Restated Certificate of Incorporation.	Incorporated by reference to Exhibit (3)(a) to WFREIC's Annual Report on Form 10-K for the year ended December 31, 2014.
(3)(b)	Bylaws.	Incorporated by reference to Exhibit 3.3 to WFREIC’s Registration Statement on Form S-11 No. 333-198948 filed November 18, 2014.
(12)	Computations of Ratios of Earnings to Fixed Charges and Preferred Stock Dividends.	Filed herewith.
(23)	Consent of Independent Registered Public Accounting Firm.	Filed herewith.
(24)	Power of Attorney.	Filed herewith.
(31)(a)	Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Filed herewith.
(31)(b)	Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Filed herewith.
(32)(a)	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Filed herewith.
(32)(b)	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Filed herewith.
99(a)	Form of Participation and Servicing Agreement between the Bank and WPFC Asset Funding, LLC related to commercial loans (including the Form of Assignment Agreement between WPFC Asset Funding, LLC and WFREIC).	Incorporated by reference to Exhibit 99.1 to WFREIC’s Registration Statement on Form S-11 No. 333-198948 filed November 18, 2014.
(99)(a)	Form of Participation and Servicing Agreement between the Bank and WPFC Asset Funding, LLC related to commercial loans (including the Form of Assignment Agreement between WPFC Asset Funding, LLC and WFREIC).	Incorporated by reference to Exhibit 99.1 to WFREIC’s Registration Statement on Form S-11 No. 333-198948 filed November 18, 2014.
99(b)	Form of Participation and Servicing Agreement between the Bank and WPFC Asset Funding, LLC related to consumer loans (including the Form of Assignment Agreement between WPFC Asset Funding, LLC and WFREIC).	Incorporated by reference to Exhibit 99.1 to WFREIC’s Registration Statement on Form S-11 No. 333-198948 filed November 18, 2014.
(99)(b)	Form of Participation and Servicing Agreement between the Bank and WPFC Asset Funding, LLC related to consumer loans (including the Form of Assignment Agreement between WPFC Asset Funding, LLC and WFREIC).	Incorporated by reference to Exhibit 99.2 to WFREIC’s Registration Statement on Form S-11 No. 333-198948 filed November 18, 2014.
(99)(c)	Form of Servicing Agreement between Wells Fargo Real Estate Investment Corporation and Wells Fargo Bank, N.A. (related to consumer loan participation interests purchased on or after November 26, 2018).	Incorporated by reference to Exhibit 99.1 to WFREIC’s Current Report on Form 8-K filed November 29, 2018.
(99)(d)	Form of Loan Participation Agreement between Wells Fargo Bank, N.A. and Wells Fargo Real Estate Investment Corporation (related to consumer loan participation interests purchased on or after November 26, 2018).	Incorporated by reference to Exhibit 99.2 to WFREIC’s Current Report on Form 8-K filed November 29, 2018.
(101.Ins)	XBRL Instance Document	Filed herewith.
(101.Sch)	XBRL Taxonomy Extension Schema Document	Filed herewith.
(101.Cal)	XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith.
(101.Lab)	XBRL Taxonomy Extension Label Linkbase Document	Filed herewith.
(101.Pre)	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith.
(101.Def)	XBRL Taxonomy Extension Definitions Linkbase Document	Filed herewith.

Report of Independent Registered Public Accounting Firm

The Stockholders and Board of Directors

Wells Fargo Real Estate Investment Corporation:

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Wells Fargo Real Estate Investment Corporation (the Company) as of December 31, ~~2017~~2018 and ~~2016~~2017, and the related statements of income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, ~~2017~~2018, and the related notes and financial statement schedule, Schedule IV - Mortgage Loans on Real Estate (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2017~~2018 and ~~2016~~2017, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, ~~2017~~2018, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ KPMG LLP

We have served as the Company’s auditor since 2002.

Des Moines, Iowa

March 21, ~~2018~~2019

Financial Statements

Wells Fargo Real Estate Investment Corporation
Statement of Income
	Year ended December 31,
(in thousands, except per share amounts)	~~2017~~2018			~~2016~~2017		~~2015~~2016
Interest income	$	1,~~297~~371,~~859~~698		~~869~~1,~~822~~297,859		~~675~~869,~~905~~822
Interest expense	538,~~050~~853			25,~~734~~050		12,~~231~~734
Net interest income	1,~~292~~332,~~809~~845			~~867~~1,~~088~~292,809		~~674~~867,~~674~~088
Provision (reversal of provision) for credit losses	13(30,~~473~~401		)	2913,~~855~~473		~~(26~~29,~~330~~855	)
Net interest income after provision for credit losses	1,~~279~~363,~~336~~246			~~837~~1,~~233~~279,336		~~701~~837,~~004~~233
Noninterest income
Pledge fees	556,~~333~~510			3255,~~296~~333		432,~~363~~296
Other (1)	~~(119~~1,276		)	(~~2,184~~119	)	~~542~~(2,184	)
Total noninterest income	557,~~214~~786			3055,~~112~~214		430,~~905~~112
Noninterest expense
Loan servicing costs	7984,~~541~~841			5079,~~761~~541		3550,~~704~~761
Management fees	2535,~~717~~771			1825,~~744~~717		1118,~~195~~744
Foreclosed assets	912,~~616~~089			129,~~869~~616		1112,~~791~~869
Other	~~1,009~~720			1,~~156~~009		1,~~241~~156
Total noninterest expense	~~115~~133,~~883~~421			83115,~~530~~883		5983,~~931~~530
Net income	1,~~218~~237,~~667~~611			~~783~~1,~~815~~218,667		~~645~~783,~~978~~815
Comprehensive income	1,~~218~~237,~~667~~611			~~783~~1,~~815~~218,667		~~645~~783,~~978~~815
Dividends on preferred stock	17,588			17,588		17,588
Net income applicable to common stock	$	1,~~201~~220,~~079~~023		~~766~~1,~~227~~201,079		~~628~~766,~~390~~227
Per common share information
Earnings per common share	$	35.2782		3735.7527		4837.7175
Diluted earnings per common share	35.2782			3735.7527		4837.7175
Dividends declared per common share	35.38			36.52		44.34
Average common shares outstanding	34,058			34,058		20,300
Average common shares outstanding	34,058			20,300		12,900
Diluted average common shares outstanding	34,058			34,058		20,300
Diluted average common shares outstanding	34,058			20,300		12,900

(1) Results ~~for 2017 and 2016~~ reflect losses on sales of loans to Wells Fargo Bank, National Association.

The accompanying notes are an integral part of these statements.

Wells Fargo Real Estate Investment Corporation
Balance Sheet
	December 31,
(in thousands, except shares)	~~2017~~2018			~~2016~~2017
Assets
Cash and cash equivalents	$	—		~~971,349~~—
Loans	35,~~865~~495,~~176~~068			3135,~~309~~865,~~993~~176
Allowance for loan losses	(~~129~~96,~~360~~743		)	(~~123~~129,~~877~~360	)
Net loans	35,~~735~~398,~~816~~325			3135,~~186~~735,~~116~~816
Accounts receivable - affiliates, net	~~113,755~~—			~~155~~113,~~813~~755
Other assets	9694,~~028~~942			8596,~~133~~028
Total assets	$	35,~~945~~493,~~599~~267		3235,~~398~~945,~~411~~599
Liabilities
Line of credit with Bank	$	3,~~551~~054,~~426~~738		—3,551,426
Other liabilities	3,910			4,227
Accounts payable - affiliates, net	13,798			—
Total liabilities	3,555,336			4,227
Other liabilities	9,445			3,910
Total liabilities	3,077,981			3,555,336
Stockholders’ Equity
Preferred stock	110			110
Common stock – $0.01 par value, authorized 100,000,000 shares; issued and outstanding 34,058,028 shares	341			341
Additional paid-in capital	32,550,660			32,550,660
Retained earnings (deficit)	(~~160~~135,~~848~~825		)	(~~156~~160,~~927~~848	)
Total stockholders’ equity	32,~~390~~415,~~263~~286			32,~~394~~390,~~184~~263
Total liabilities and stockholders’ equity	$	35,~~945~~493,~~599~~267		3235,~~398~~945,~~411~~599

The accompanying notes are an integral part of these statements.

Wells Fargo Real Estate Investment Corporation
Statement of Changes in Stockholders’ Equity
(in thousands, except per share data)	Preferredstock		Commonstock	Additionalpaid-incapital	Retainedearnings(deficit)		Totalstockholders’equity
Balance, December 31, 2014 (1)	$	110	129	12,550,822	(194,544	)	12,356,517
Net income	—		—	—	645,978		645,978
Cash dividends
Series A preferred stock at $1.59 per share	—		—	—	(17,531	)	(17,531	)
Series B preferred stock at $85.00 per share	—		—	—	(57	)	(57	)
Common stock at $44.34 per share	—		—	—	(572,000	)	(572,000	)
Balance, December 31, 2015	$	110	129	12,550,822	(138,154	)	12,412,907
Net income	—		—	—	783,815		783,815
Common stock issued	—		212	19,999,838	—		20,000,050
Cash dividends
Series A preferred stock at $1.59 per share	—		—	—	(17,531	)	(17,531	)
Series B preferred stock at $85.00 per share	—		—	—	(57	)	(57	)
Common stock at $36.52 per share	—		—	—	(785,000	)	(785,000	)
Balance, December 31, 2016	$	110	341	32,550,660	(156,927	)	32,394,184
Net income	—		—	—	1,218,667		1,218,667
Cash dividends
Series A preferred stock at $1.59 per share	—		—	—	(17,531	)	(17,531	)
Series B preferred stock at $85.00 per share	—		—	—	(57	)	(57	)
Common stock at $35.38 per share	—		—	—	(1,205,000	)	(1,205,000	)
Balance, December 31, 2017	$	110	341	32,550,660	(160,848	)	32,390,263
Net income	—		—	—	1,237,611		1,237,611
Cash dividends
Series A preferred stock at $1.59 per share	—		—	—	(17,531	)	(17,531	)
Series B preferred stock at $85.00 per share	—		—	—	(57	)	(57	)
Common stock at $35.08 per share	—		—	—	(1,195,000	)	(1,195,000	)
Balance, December 31, 2018	$	110	341	32,550,660	(135,825	)	32,415,286

(1) Common stock and additional paid-in capital reflect the 20,000-for-one stock split of the common shares effected in the form of a stock dividend of 19,999 common shares issued for each common share outstanding, paid on June 1, 2015.

The accompanying notes are an integral part of these statements.

Wells Fargo Real Estate Investment Corporation
Statement of Cash Flows
	Year ended December 31,
(in thousands)	~~2017~~2018			~~2016~~2017		~~2015~~2016
Cash flows from operating activities:
Net income	$	1,~~218~~237,~~667~~611		~~783~~1,~~815~~218,667		~~645~~783,~~978~~815
Adjustments to reconcile net income to net cash provided by operating activities:
Net accretion of adjustments on loans	(1218,~~978~~589		)	(3712,~~372~~978	)	(8237,~~988~~372	)
Provision (reversal of provision) for credit losses	13(30,~~473~~401		)	2913,~~855~~473		~~(26~~29,~~330~~855	)
Other operating activities, net	~~(13~~3,~~385~~795		)	(5013,~~434~~385	)	(650,~~000~~434	)
Net cash provided by operating activities	1,~~205~~192,~~777~~416			~~725~~1,~~864~~205,777		~~530~~725,~~660~~864
Cash flows from investing activities:
Increase (decrease) in cash realized from
Loans:
Acquisitions	(93,~~162~~747,~~579~~820		)	(239,~~339~~162,~~146~~579	)	(323,~~303~~339,~~296~~146	)
Proceeds from payments and sales	4,~~656~~264,~~615~~680			54,~~215~~656,~~318~~615		35,~~031~~215,~~789~~318
Net cash used by investing activities	(4,505,964		)	(18,123,828	)	(271,507	)
Net cash provided (used) by investing activities	516,860			(4,505,964	)	(18,123,828	)
Cash flows from financing activities:
Increase (decrease) in cash realized from
Draws on line of credit with Bank	63,~~479~~930,~~703~~645			36,~~147~~479,~~386~~703		13,~~724~~147,~~934~~386
Repayments of line of credit with Bank	(24,~~928~~427,~~277~~333		)	(32,~~975~~928,~~535~~277	)	(13,~~393~~975,~~477~~535	)
Common stock issued	—			~~20,000,050~~—		—20,000,050
Cash dividends paid	(1,~~222~~212,588		)	(~~802~~1,222,588	)	(~~590~~802,~~610~~588	)
Net cash provided (used) by financing activities	2(1,~~328~~709,~~838~~276		)	182,~~369~~328,~~313~~838		~~(259~~18,~~153~~369,313	)
Net change in cash and cash equivalents	~~(971,349~~—		)	(971,349	)	—971,349
Cash and cash equivalents at beginning of year	~~971,349~~—			—971,349		—
Cash and cash equivalents at end of year	$	—		~~971,349~~—		—971,349
Supplemental cash flow disclosures:
Change in noncash items:
Transfers from loans to foreclosed assets	$	1112,~~482~~115		1311,~~463~~482		1113,~~075~~463
Cash paid for interest	33,252			3,843		2,949

The accompanying notes are an integral part of these statements.

Note 1: Summary of Significant Accounting Policies

Wells Fargo Real Estate Investment Corporation (the Company, we, our or us) is an indirect subsidiary of both Wells Fargo & Company (Wells Fargo) and Wells Fargo Bank, National Association (the Bank). The Company, a Delaware corporation, has operated as a real estate investment trust (REIT) since its formation in 1996.

~~The~~Our accounting and reporting policies ofconform ~~the Company are in accordance~~ with U.S. generally accepted accounting principles (GAAP). ~~The~~and ~~preparation~~practices ofin the financial services industry. To prepare the financial statements in ~~accordance~~conformity with GAAP, ~~requires~~ management tomust 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 ~~future~~ 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 related to the allowance for credit losses (Note 2 (Loans and Allowance for Credit Losses)). Actual results could differ from those estimates.

Accounting Standards ~~with~~Adopted ~~Retrospective~~in ~~Application The following accounting pronouncement has been issued by the FASB but is not yet effective:~~2018

•In ~~ASU~~2018, ~~2016-15~~we –adopted ~~Statement~~the offollowing ~~Cash~~new ~~Flows~~accounting ~~(Topic 230)~~guidance: ~~Classification of Certain Cash Receipts and Cash Payments~~

~~ASU~~• ~~2016-15~~Accounting ~~addresses~~Standards ~~eight~~Update ~~specific~~(ASU ~~cash~~or ~~flow~~Update) ~~issues~~2016-15 ~~with~~– ~~the objective of reducing the existing diversity in practice for reporting in the~~ Statement of Cash Flows. ~~The~~(Topic ~~Update~~230): isClassification ~~effective~~of ~~for~~Certain usCash inReceipts ~~first~~and ~~quarter~~Cash ~~2018 with retrospective application. The Update did not have a material impact on our financial statements.~~Payments;


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


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

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

ASU 2016-01 changes the accounting for certain equity securities to record at fair value with unrealized gains or losses reflected in earnings, as well as improve the disclosures of equity securities and the fair value of financial instruments. We do not have equity securities. Accordingly, the impact to our financial statements is limited to our disclosure of the fair value of financial instruments. The valuation methodologies for estimating the fair value of financial instruments that are recorded at amortized cost, including loans, has been changed to conform with an exit price notion.

ASU 2014-09 modifies the guidance used 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 guidance. Our revenue is from net interest income on financial assets and pledge fees, which are both excluded from the scope of the guidance. Accordingly, there is no impact on our financial statements.

Third Quarter 2016 Common Stock Issuance and Related Loan Acquisitions

On August 26, 2016, the Company issued and sold 21.2 million shares of common stock to affiliates of the Company for an aggregate purchase price of $20.0 billion. Following the issuance, indirect wholly-owned subsidiaries of the Bank continue to own 100% of the Company’s common stock.

Subsequent to the issuance, the Company used the proceeds, as well as proceeds from loan paydowns and payoffs, to acquire $19.1 billion of real estate 1-4 family first mortgage loans and $1.9 billion of commercial secured by real estate loans.

Cash and Cash Equivalents

Cash and cash equivalents include cash and amounts due from banks and interest-bearing bank balances. Generally, cash and cash equivalents have maturities of three months or less, and accordingly, the carrying amount of these instruments is considered to be a reasonable estimate of fair value.

Loans

We have acquired, or accepted as capital contributions, participation interests in loans both secured and not secured by real estate along with other assets. We anticipate that we will acquire, or receive as capital contributions, loans or other assets from the Bank pursuant to loan participation and servicing and assignment agreements among the Bank, certain of its subsidiaries and us.

assignment agreements among the Bank, certain of its subsidiaries and us.

Substantially all of our interests in mortgage loans and other assets have been acquired from the Bank pursuant to loan participation and servicing and assignment agreements. The Bank originated the loans, purchased them from other financial institutions or acquired them as part of the acquisition of other financial institutions. Substantially all of our loans are serviced by the Bank.

In general, the Bank initially transfers participation interests in loans to a subsidiary of the Bank that does not have a direct or indirect ownership interest in us, which then transfers such participation interests to us. We may from time to time transfer such participation interests back to the subsidiary, which may ultimately transfer such interests back to the Bank. In 2018, we acquired $3.3 billion of participation interests in consumer loans and $423.4 million of participation interests in commercial loans directly from the Bank.

~~transfers~~Pursuant ~~such~~to the terms of the relevant participation ~~interests~~and toservicing ~~us.~~and Weassignment ~~may~~agreements, ~~from~~we ~~time~~generally tomay ~~time~~not sell, transfer, ~~such~~encumber, assign, pledge or hypothecate our participation interests ~~back~~in toloans without the ~~subsidiary,~~prior ~~which~~written ~~may~~consent ~~ultimately~~of ~~transfer~~the Bank. As such, ~~interests~~the ~~back~~transfers do not qualify for sale accounting; however the assets continue to be classified as loans in our financial statements because the ~~Bank~~returns and recoverability of these non-recourse receivables are entirely dependent on the performance of the underlying loans. The Company initially measures the non-recourse receivables at the cash proceeds exchanged which represents the fair value of the transferred loans. During 2018, we modified our consumer loan participation and servicing agreements, which has removed the restrictions that prevented sale accounting. In 2018, we acquired $3.3 billion of consumer loans under these modified loan participation and servicing agreements. The assets are classified as loans in our financial statements and initially recorded at fair value.

Pursuant to the terms of the relevant participation and servicing and assignment agreements, we generally may not sell, transfer, encumber, assign, pledge or hypothecate our participation interests in loans without the prior written consent of the Bank. As such, the transfers do not qualify for sale accounting; however the assets continue to be classified as loans in our financial statements because the returns and recoverability of these non-recourse receivables are entirely dependent on the performance of the underlying loans. The Company initially measures the non-recourse receivables at the cash proceeds exchanged which represents the fair value of the transferred loans.61

Loans are recorded at the principal balance outstanding, net of any cumulative charge-offs and unamortized premium or discount on acquired loans. Interest income is recognized on an accrual basis. Premiums and discounts are amortized as an adjustment to the yield over the contractual life of the loan using the interest method. If a prepayment occurs on a loan, any related premium or discount is recognized as an adjustment to yield in the results of operations in the period in which the prepayment occurs.

Loans acquired in a transfer, including business combinations where there is evidence of credit deterioration since origination and it is probable at the date of acquisition that we will not collect all contractually required principal and interest payments, are accounted for as purchased credit-impaired (PCI) loans. Substantially all of our PCI loans were acquired in the December 31, 2008 acquisition of Wachovia Corporation by Wells Fargo. PCI loans are initially recorded at fair value, which includes estimated future credit losses expected to be incurred over the life of the loan. Accordingly, the historical allowance for credit losses is not carried over. A nonaccretable difference is established for PCI loans to absorb losses expected on those loans at the date of acquisition. Amounts absorbed by the nonaccretable difference do not affect the income statement or the allowance for credit losses. PCI loans were less than 1 percent of total loans at December 31, ~~2017~~2018 and ~~2016~~2017.

Nonaccrual and Past Due Loans

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), such as in bankruptcy or other circumstances;

• 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;

61• part of the principal balance has been charged off; or

or• ~~principal~~for junior lien mortgages, ~~unless~~we ~~both~~have ~~well-secured~~evidence ~~and~~that the related first lien mortgage may be 120 days past due or in the process of ~~collection;~~foreclosure regardless of the junior lien delinquency status.

•PCI ~~part~~loans ofare ~~the~~written ~~principal~~down ~~balance~~at ~~has~~acquisition ~~been~~to ~~charged~~fair ~~off;~~value

•using ~~for~~an ~~junior~~estimate ~~lien~~of ~~mortgages~~cash flows deemed to be collectible and an accretable yield is established. Accordingly, wesuch ~~have~~loans ~~evidence~~are ~~that~~not ~~the~~classified ~~related~~as ~~first~~nonaccrual ~~lien~~because ~~mortgage~~they ~~may~~continue beto ~~120~~earn ~~days~~interest ~~past~~from ~~due~~accretable oryield, independent of performance in accordance of their contractual terms, and we expect to fully collect the ~~process~~new carrying values of ~~foreclosure~~such ~~regardless~~loans of(that is, the ~~junior~~new ~~lien~~cost ~~delinquency~~basis ~~status;~~arising orout of purchase accounting).

• consumer loans receive notification of bankruptcy, regardless of their delinquency status.

PCI loans were written down at acquisition to fair value

using an estimate of cash flows deemed to be collectible. Accordingly, such loans are no longer classified as nonaccrual even though they may be contractually past due because we expect to fully collect the new carrying values of such loans (that is, the new cost basis arising out of purchase accounting).

When we place a loan on nonaccrual status, we reverse the accrued unpaid interest receivable against interest income and suspend amortization of any net deferred fees. If the ultimate collectability of the recorded loan balance is in doubt on a nonaccrual loan, the cost recovery method is used and cash collected is applied to first reduce the carrying value of the loan. Otherwise, interest income may be recognized to the extent cash is received. Generally, we return a loan to accrual status when all delinquent interest and principal become current under the terms of the loan agreement and collectability of remaining principal and interest is no longer doubtful.

We typically re-underwrite modified loans at the time of a restructuring to determine if there is sufficient evidence of sustained repayment capacity based on the borrower’s financial strength, including documented income, debt to income ratios and other factors. If the borrower has demonstrated performance under the previous terms and the underwriting process shows the capacity to continue to perform under the restructured terms, the loan will generally remain in accruing status. When a loan classified as a troubled debt restructuring (TDR) performs in accordance with its modified terms, the loan either continues to accrue interest (for performing loans) or will return to accrual status after the borrower demonstrates a sustained period of performance (generally six consecutive months of payments, or equivalent, inclusive of consecutive payments made prior to the modification). Loans will be placed on nonaccrual status and a corresponding charge-off is recorded if we believe it is probable that principal and interest contractually due under the modified terms of the agreement will not be collectible.

sustained repayment capacity based on the borrower’s financial strength, including documented income, debt to income ratios and other factors. If the borrower has demonstrated performance under the previous terms and the underwriting process shows the capacity to continue to perform under the restructured terms, the loan will generally remain in accruing status. When a loan classified as a troubled debt restructuring (TDR) performs in accordance with its modified terms, the loan either continues to accrue interest (for performing loans) or will return to accrual status after the borrower demonstrates a sustained period of performance (generally six consecutive months of payments, or equivalent, inclusive of consecutive payments made prior to the modification). Loans will be placed on nonaccrual status and a corresponding charge-off is recorded if we believe it is probable that principal and interest contractually due under the modified terms of the agreement will not be collectible.

Our loans are considered past due when contractually required principal or interest payments have not been made on the due dates.

Loan Charge-off Policies

For commercial loans, we generally fully charge off or charge down to net realizable value (fair value of collateral, less estimated costs to sell) for loans secured by collateral when:


•	management judges the loan to be uncollectible;


•	repayment is deemed to be protracted beyond reasonable time frames;


•	the loan has been classified as a loss by either our internal loan review process or our banking regulatory agencies;


•	the customer has filed bankruptcy and the loss becomes evident owing to a lack of assets; or


•	the loan is 180 days past due unless both well-secured and in the process of collection.

For consumer loans, we fully charge off or charge down to

net realizable value when deemed uncollectible due to bankruptcy or other factors, or no later than when the loan is 180 days past due.

Impaired Loans

We consider a loan to be impaired when, based on current information and events, we determine that we will not be able to collect all amounts due according to the loan contract, including scheduled interest payments. This evaluation is generally based on delinquency information, an assessment of the borrower’s financial condition and the adequacy of collateral, if any. Our impaired loans predominantly include loans on nonaccrual status ~~for~~in ~~commercial~~the ~~and industrial,~~ commercial ~~secured~~portfolio bysegment ~~real estate (CSRE)~~ and ~~any~~ loans modified in a TDR, whether on ~~both~~ accrual ~~and~~or nonaccrual status.

When we identify a loan as impaired, we generally measure the impairment, if any, based on the difference between the recorded investment in the loan (net of previous charge-offs, deferred loan fees or costs and unamortized premium or discount) and the present value of expected future cash flows, discounted at the loan’s effective interest rate. When the value of an impaired loan is calculated by discounting expected cash flows, interest income is recognized using the loan’s effective interest rate over the remaining life of the loan. When collateral is the sole source of repayment for the impaired loan, rather than the borrower’s income or other sources of repayment, we charge down to net realizable value.

Troubled Debt Restructurings

In situations where, 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 the borrower that we would not otherwise consider, the related loan is classified as a TDR. These modified terms may include rate reductions, principal forgiveness, term extensions, payment forbearance and other actions intended to minimize our economic loss and to avoid foreclosure or repossession of the collateral, if applicable. For modifications where we forgive principal, the entire amount of such principal forgiveness is immediately charged off. Loans classified as TDRs, including loans in trial payment periods (trial modifications), are considered impaired loans. Other than resolutions such as foreclosures and sales, 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.

Foreclosed Assets

Foreclosed assets obtained through our lending activities primarily include real estate. Generally, loans have been written down to their net realizable value prior to foreclosure. Any further reduction to their net realizable value is recorded with a charge to the allowance for credit losses at foreclosure. We allow up to 90 days after foreclosure to finalize determination of net realizable value. Thereafter, changes in net realizable value are recorded to foreclosed assets expense. The net realizable value of these assets is reviewed and updated periodically depending on the type of property.

Allowance for Credit Losses (ACL)

The ACL is management’s estimate of credit losses inherent in the loan portfolio, including unfunded credit commitments, at the balance sheet date. We have an established process to determine the appropriateness of the ACL that assesses the losses inherent in our portfolio and related unfunded credit commitments. While we attribute portions of the allowance to our respective commercial and consumer portfolio segments, the entire allowance is available to absorb credit losses inherent in the total loan portfolio and unfunded credit commitments. We develop and document our allowance methodology at the portfolio segment level - commercial loan portfolio and consumer loan portfolio.

our respective commercial and consumer portfolio segments, the entire allowance is available to absorb credit losses inherent in the total loan portfolio and unfunded credit commitments.

Our process involves procedures to appropriately consider the unique risk characteristics of our commercial and consumer loan portfolio segments. For each portfolio segment, losses are estimated collectively for groups of loans with similar characteristics, individually or pooled for impaired loans or, for PCI loans, based on the changes in cash flows expected to be collected.

Our allowance levels are influenced by loan volumes, loan grade migration or delinquency status, historic loss experience and other conditions influencing loss expectations, such as economic conditions.

COMMERCIAL PORTFOLIO SEGMENT ACL METHODOLOGY Generally, commercial loans are assessed for estimated losses by grading each loan using various risk factors as identified through periodic reviews. 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 default and losses after default within each credit risk rating. These loss estimates are adjusted as appropriate based on additional analysis of long-term average loss experience compared to previously forecasted losses, external loss data or other risks identified from current economic conditions and credit quality trends. The estimated probability of default and severity at the time of default are applied to loan equivalent exposures to estimate losses for unfunded credit commitments.

each credit risk rating. These estimates are adjusted as appropriate based on additional analysis of long-term average loss experience compared to previously forecasted losses, external loss data or other risks identified from current economic conditions and credit quality trends. The estimated probability of default and severity at the time of default are applied to loan equivalent exposures to estimate losses for unfunded credit commitments.

The allowance also includes an amount for the estimated impairment on nonaccrual commercial loans and commercial loans modified in a TDR, whether on accrual or nonaccrual status.

CONSUMER PORTFOLIO SEGMENT ACL METHODOLOGY For consumer loans that are not identified as a TDR, we generally determine the allowance on a collective basis utilizing forecasted losses to represent our best estimate of inherent loss. We pool loans, generally by product types with similar risk characteristics, such as residential real estate mortgages. As appropriate and to achieve greater accuracy, we may further stratify selected portfolios by sub-product, origination channel, vintage, loss type, geographic location and other predictive characteristics. Models designed for each pool are utilized to develop the loss estimates. We use assumptions for these pools in our forecast models, such as historic delinquency and default, ~~vintage and maturation,~~ loss severity, home price trends, unemployment trends, and other key economic variables that may influence the frequency and severity of losses in the pool.

In determining the appropriate allowance attributable to our residential mortgage portfolio, we take into consideration portfolios determined to be at elevated risk, such as junior lien mortgages behind delinquent first lien mortgages. We incorporate the default rates and ~~high~~ severity of loss for these higher risk portfolios, including the impact of our established loan modification programs. Accordingly, the loss content associated with the effects of loan modifications and higher risk portfolios has been captured in our ~~allowance~~ACL methodology.

We separately estimate impairment for consumer loans that have been modified in a TDR (including trial modifications), whether on accrual or nonaccrual status.

OTHER ACL MATTERS The allowance for credit losses for both portfolio segments includes an amount for imprecision or uncertainty that may change from period to period. This amount represents management’s judgment of risks inherent in the processes and assumptions used in establishing the allowance. This imprecision considers economic environmental factors, modeling assumptions and performance, process risk, and other subjective factors, including industry trends and emerging risk assessments.

Fair Value of Financial Instruments

We use fair value measurements in our fair value disclosures and to record certain assets and liabilities at fair value. We base our fair values on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. These fair value measurements are based on the exit price notion and are determined by maximizing the use of observable inputs. However, for certain instruments, we must utilize unobservable inputs in determining fair value due to the lack of observable inputs in the market, which requires greater judgment in the measurement of fair value.

DETERMINATION OF FAIR VALUE We base our fair values on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, and accordingly, do not determine fair value based upon a forced liquidation or distressed sale. Where necessary, we estimate fair value using other market observable data such as market indices, and industry ratings of underlying collateral or models employing techniques such as discounted cash flow analyses. The assumptions we use in the models, which typically include assumptions for interest rates, credit losses and prepayments, are verified against market observable data where possible. We apply market observable real estate data in valuing instruments where the underlying collateral is real estate or where the fair value of an instrument being valued highly correlates to real estate prices. Where appropriate, we may use a combination of these valuation approaches.

Where the market price of the same or similar instruments is not available, the valuation of financial instruments becomes more subjective and involves a high degree of judgment. Where modeling techniques are used, the models are subject to validation procedures by our internal valuation model validation group in accordance with risk management policies and procedures.

We did not elect the fair value option for any financial instruments as permitted in FASB ASC 825, Financial Instruments, which allows companies to elect to carry certain financial instruments at fair value with corresponding changes in fair value reported in the results of operations.

Income Taxes

We are taxed as a REIT under relevant sections of the Internal Revenue Code of 1986 (the Code). A REIT is generally not subject to federal income tax to the extent it complies with the relevant provisions of the Code, including distributing substantially all of its taxable earnings to shareholders, and as long as certain asset, income and stock ownership tests are met. For the tax years ended December 31, 2017, 2016, and 2015, we complied with these provisions and are not subject to federal income tax.

~~received~~Income deduction for corporate shareholders or for the favorable qualified dividend tax rate applicable to non-corporate taxpayers, however beginning in 2018 non-corporate shareholders may be able to deduct 20% of the preferred and common dividends as a deduction for qualified business income under the Tax Cuts and Jobs Act enacted December 22, 2017.Taxes

We are taxed as a REIT under relevant sections of the Internal Revenue Code of 1986 (the Code). A REIT is generally not subject to federal income tax to the extent it complies with the relevant provisions of the Code, including distributing substantially all of its taxable earnings to shareholders, and as long as certain asset, income and stock ownership tests are met. For the tax years ended December 31, 2018, 2017, and 2016, we complied with these provisions and are not subject to federal income tax.

As a REIT, dividends paid on preferred and common shares generally constitute ordinary income to the shareholder. However, distributions paid on common shares in excess of REIT taxable income, computed without regard to the dividends paid deduction, do not qualify as dividend income, and instead constitute a return of capital. In the event we do not continue to qualify as a REIT, earnings and cash provided by operating activities available for distribution to shareholders would be reduced by the amount of any applicable income tax obligation. The preferred and common dividends we pay as a REIT are ordinary investment income not eligible for the dividends received deduction for corporate shareholders or for the favorable qualified dividend tax rate applicable to non-corporate taxpayers, however beginning in 2018 non-corporate shareholders may be able to deduct 20% of the preferred and common dividends as a deduction for qualified business income under the Tax Cuts & Jobs Act enacted December 22, 2017.

If we were not a REIT, preferred and common dividends we pay generally would qualify for the dividends received deduction for corporate shareholders and the favorable qualified dividend tax rate applicable to non-corporate taxpayers.

We file a separate federal income tax return and therefore are not included in the Wells Fargo consolidated tax returns or subject to the allocation of federal income tax liability (benefit) resulting from these consolidated tax returns. In addition, we will file unitary state income tax returns along with other subsidiaries of Wells Fargo.

We evaluate uncertain tax positions in accordance with FASB ASC 740, Income Taxes. Based upon our current evaluation, we have concluded that there are no significant uncertain tax positions relevant to the jurisdictions where we are required to file income tax returns requiring recognition in the financial statements at December 31, ~~2017~~2018, ~~2016~~2017, and ~~2015~~2016. We are not subject to federal income tax examinations for tax years prior to ~~2014~~2015 or, with few exceptions, state examinations prior to ~~2010~~2011.

Earnings Per Common Share

We compute basic earnings per share by dividing income available to common stockholders by the weighted average number of shares of common stock outstanding for the period. We compute diluted earnings per share by dividing income available to common stockholders by the sum of the weighted average number of shares adjusted to include the effect of potentially dilutive shares. Income available to common stockholders is computed as net income less dividends on preferred stock. There were no potentially dilutive shares in any period presented and accordingly, basic and diluted earnings per share are the same.

Retained Earnings (Deficit)

We expect to distribute annually an aggregate amount of dividends with respect to outstanding capital stock equal to approximately 100 percent of our REIT taxable income for federal income tax purposes. Because our net income ~~determined under GAAP may vary from the determination of REIT taxable income, periodic distributions may exceed our GAAP net income.~~

~~The~~determined ~~retained~~under ~~deficit~~GAAP ~~included~~may ~~within~~vary ~~our balance sheet results~~ from ~~cumulative distributions that have exceeded GAAP net income, predominantly due to~~ the ~~impact~~determination onof REIT taxable income ~~of purchase accounting adjustments attributable to the Company during the years 2009 through 2013~~, ~~from~~periodic ~~the~~distributions ~~2008~~may ~~acquisition~~exceed ofour ~~Wachovia~~GAAP ~~Corporation~~net ~~by Wells Fargo~~income. ~~The remaining purchase accounting adjustments at December 31, 2017 and 2016, are not significant.~~

Subsequent Events

We have evaluated the effects of events that have occurred subsequent to December 31, ~~2017.~~2018, ~~There~~and ~~were~~there have been no material ~~subsequent~~ events ~~requiring~~that ~~adjustment~~would torequire ~~the~~recognition in our 2018 financial statements or disclosure in the Notes to the ~~Financial~~financial ~~Statements~~statements.

Note 2: Loans and Allowance for Credit Losses

The Company acquires loans originated or purchased by the Bank. In order to maintain our status as a REIT, the composition of the loans is highly concentrated in real estate. Underlying loans are concentrated primarily in California, New York, Washington, Virginia and Texas. These markets include approximately 54% of our total loan balance at December 31, ~~2017~~2018.

The following table presents total loans outstanding by portfolio segment and class of financing receivable. ~~Outstanding~~Total ~~balances~~reductions ~~include~~and aadditions ~~total~~for ~~net~~unamortized ~~addition~~premiums, ofdiscounts ~~$2.4~~and ~~million~~other ~~and~~adjustments ~~$65.5~~were ~~million~~less than 1% of outstanding balances at December 31, ~~2017~~2018 and ~~2016, respectively, for unamortized premiums and discounts~~2017.

December 31,

(in thousands)

~~2017~~2018

~~2016~~2017

~~2015~~2016

~~2014~~2015

~~2013~~2014

Total commercial

3,~~325~~055,~~939~~423

3,~~984~~325,~~881~~939

23,~~917~~984,~~733~~881

32,~~179~~917,~~665~~733

23,~~939~~179,~~715~~665

Consumer:

Real estate 1-4 family first mortgage

31,~~683~~769,~~651~~813

2631,~~236~~683,~~047~~651

826,~~950~~236,~~429~~047

8,~~023~~950,~~294~~429

8,~~029~~023,~~146~~294

Real estate 1-4 family junior lien mortgage

~~855~~669,~~586~~832

1855,~~089,065~~586

1,~~388~~089,~~018~~065

1,~~746~~388,~~318~~018

21,~~151~~746,~~480~~318

Total consumer

32,~~539~~439,~~237~~645

2732,~~325~~539,~~112~~237

1027,~~338~~325,~~447~~112

910,~~769~~338,~~612~~447

109,~~180~~769,~~626~~612

Total loans

35,~~865~~495,~~176~~068

3135,~~309~~865,~~993~~176

1331,~~256~~309,~~180~~993

1213,~~949~~256,~~277~~180

1312,~~120~~949,~~341~~277

The following table summarizes the proceeds paid or received from the Bank for acquisitions and sales of loans, respectively.

2017

2016

2018

2017

(in thousands)

Commercial

Consumer

Total

Commercial

Consumer

Total

Year ended December 31,

Loan acquisitions

—423,420

93,~~162~~324,~~579~~400

93,~~162~~747,~~579~~820

~~1,907,228~~—

219,~~431~~162,~~918~~579

239,~~339~~162,~~146~~579

Loan sales

—(20,677

)

(~~120~~6,~~366~~354

)

(~~120~~27,~~366~~031

)

~~(128~~—

)

(~~421~~120,~~699~~366

)

(~~421~~120,~~827~~366

)

Commitments to Lend

See Note 3 (Commitments, Guarantees and Other Matters) for more information about our commitments to lend.

Pledged Loans

See Note 6 (Transactions With Related Parties) for additional details on our agreement with the Bank to pledge loans.

Allowance for Credit Losses

The following table presents the allowance for credit losses, which consists of the allowance for loan losses and the allowance for unfunded credit commitments.

	Year ended December 31,
(in thousands)	~~2017~~2018			~~2016~~2017		~~2015~~2016		~~2014~~2015		~~2013~~2014
Balance, beginning of year	$	~~125~~130,~~029~~661		~~121~~125,~~538~~029		~~185~~121,~~174~~538		~~244~~185,~~269~~174		65244,~~459~~269
Provision (reversal of provision) for credit losses	13(30,~~473~~401		)	2913,~~855~~473		~~(26~~29,~~330~~855	)	6(26,~~665~~330	)	186,~~235~~665
Interest income on certain impaired loans (1)	(53,~~301~~916		)	(5,~~842~~301	)	(45,~~936~~842	)	(34,~~729~~936	)	(13,~~865~~729	)
Loan charge-offs:
Total commercial	~~(11~~—		)	(5211	)	(~~532~~52	)	(~~531~~532	)	(55531	)
Consumer:
Real estate 1-4 family first mortgage	(95,~~672~~659		)	(179,~~470~~672	)	(2117,~~345~~470	)	(3221,~~162~~345	)	(1732,~~644~~162	)
Real estate 1-4 family junior lien mortgage	(139,~~255~~271		)	(2213,~~958~~255	)	(2922,~~366~~958	)	(4729,~~352~~366	)	(2347,~~638~~352	)
Total consumer	(2214,~~927~~930		)	(4022,~~428~~927	)	(5040,~~711~~428	)	(7950,~~514~~711	)	(4179,~~282~~514	)
Total loan charge-offs	(2214,~~938~~930		)	(4022,~~480~~938	)	(5140,~~243~~480	)	(8051,~~045~~243	)	(4180,~~337~~045	)
Loan recoveries:
Total commercial	~~484~~53			99484		~~823~~99		~~292~~823		~~246~~292
Consumer:
Real estate 1-4 family first mortgage	89,~~166~~608			68,~~366~~166		46,~~994~~366		64,~~709~~994		26,~~334~~709
Real estate 1-4 family junior lien mortgage	117,~~748~~193			1311,~~493~~748		13,~~056~~493		1113,~~013~~056		411,~~131~~013
Total consumer	1916,~~914~~801			19,~~859~~914		1819,~~050~~859		1718,~~722~~050		617,~~465~~722
Total loan recoveries	2016,~~398~~854			1920,~~958~~398		1819,~~873~~958		18,~~014~~873		618,~~711~~014
Net loan charge-offs	(2,540		)	(20,522	)	(32,370	)	(62,031	)	(34,626	)
Net loan recoveries (charge-offs)	1,924			(2,540	)	(20,522	)	(32,370	)	(62,031	)
Allowance related to loan contribution	—			—		—		—		197,066
Balance, end of year	98,268			130,661		125,029		121,538		185,174
Balance, end of year	$	130,661		125,029		121,538		185,174		244,269
Components:
Allowance for loan losses	$	~~129~~96,~~360~~743		~~123~~129,~~877~~360		~~120~~123,~~866~~877		~~184~~120,~~437~~866		~~243~~184,~~752~~437
Allowance for unfunded credit commitments	1,~~301~~525			1,~~152~~301		~~672~~1,152		~~737~~672		~~517~~737
Allowance for credit losses	$	~~130~~98,~~661~~268		~~125~~130,~~029~~661		~~121~~125,~~538~~029		~~185~~121,~~174~~538		~~244~~185,~~269~~174
Net loan charge-offs as a percentage of average total loans	0.01		%	0.10		0.25		0.49		0.62
Net loan (recoveries) charge-offs as a percentage of average total loans	(0.01		)%	0.01		0.10		0.25		0.49
Allowance for loan losses as a percentage of total loans	0.3627			0.4036		0.9140		10.4291		1.8642
Allowance for credit losses as a percentage of total loans	0.3628			0.4036		0.9240		10.4392		1.8643


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

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

	Year ended December 31,
(in thousands)	Commercial			Consumer		Total
2018
Balance, beginning of year	$	28,085		102,576		130,661
Reversal of provision for credit losses	(1,857		)	(28,544	)	(30,401	)
Interest income on certain impaired loans	—			(3,916	)	(3,916	)
Loan charge-offs	—			(14,930	)	(14,930	)
Loan recoveries	53			16,801		16,854
Net loan recoveries	53			1,871		1,924
Balance, end of year	$	26,281		71,987		98,268
2017
Balance, beginning of year	$	29,644		95,385		125,029
Provision (reversal of provision) for credit losses	(2,032		)	15,505		13,473
Interest income on certain impaired loans	—			(5,301	)	(5,301	)
Loan charge-offs	(11		)	(22,927	)	(22,938	)
Loan recoveries	484			19,914		20,398
Net loan charge-offs (recoveries)	473			(3,013	)	(2,540	)
Net loan recoveries (charge-offs)	473			(3,013	)	(2,540	)
Balance, end of year	$	28,085		102,576		130,661
2016
Balance, beginning of year	$	17,676		103,862		121,538
Provision for credit losses	11,921			17,934		29,855
Interest income on certain impaired loans	—			(5,842	)	(5,842	)
Loan charge-offs	(52		)	(40,428	)	(40,480	)
Loan recoveries	99			19,859		19,958
Net loan charge-offs (recoveries)	47			(20,569	)	(20,522	)
Balance, end of year	$	29,644		95,385		125,029

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
(in thousands)	Commercial		Consumer	Total	Commercial	Consumer	Total
December 31, 2018
Collectively evaluated (1)	$	25,839	34,581	60,420	3,053,465	32,071,367	35,124,832
Individually evaluated (2)	442		37,406	37,848	1,958	361,122	363,080
Purchased credit-impaired (PCI) (3)	—		—	—	—	7,156	7,156
Total	$	26,281	71,987	98,268	3,055,423	32,439,645	35,495,068
December 31, 2017
Collectively evaluated (1)	$	27,192	46,664	73,856	3,322,947	32,123,483	35,446,430
Individually evaluated (2)	893		55,912	56,805	2,992	406,736	409,728
Purchased credit-impaired (PCI) (3)	—		—	—	—	9,018	9,018
PCI (3)	—		—	—	—	9,018	9,018
Total	$	28,085	102,576	130,661	3,325,939	32,539,237	35,865,176
December 31, 2016
Collectively evaluated (1)	$	28,535	21,915	50,450	3,980,501	26,860,682	30,841,183
Individually evaluated (2)	1,109		73,470	74,579	3,236	451,070	454,306
PCI (3)	—		—	—	1,144	13,360	14,504
Total	$	29,644	95,385	125,029	3,984,881	27,325,112	31,309,993


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


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


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

Credit Quality

We monitor credit quality by evaluating various attributes and utilize such information in our evaluation of the appropriateness of the allowance for credit losses. The following sections provide the credit quality indicators we most closely monitor. The credit quality indicators are generally based on information as of our financial statement date, with the exception of updated Fair Isaac Corporation (FICO) scores and updated loan-to-value (LTV)/combined LTV (CLTV). We obtain FICO scores at loan origination and the scores are generally updated at least quarterly, except in limited circumstances, including compliance with the Fair Credit Reporting Act (FCRA). Generally, the LTV and CLTV indicators are updated in the second month of each quarter, with updates no older than September 30, ~~2017~~2018.

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 table below provides a breakdown of outstanding commercial loans by risk category.

(in thousands)	Total
December 31, 2018
By risk category:
Pass	$	3,016,328
Criticized	39,095
Total commercial loans	$	3,055,423
December 31, 2017
By risk category:
Pass	$	3,316,604
Criticized	9,335
Total commercial loans	$	3,325,939
December 31, 2016
By risk category:
Pass	$	3,976,801
Criticized	8,080
Total commercial loans	$	3,984,881

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

(in thousands)	Total
December 31, 2018
By delinquency status:
Current-29 days past due (DPD) and still accruing	$	3,044,878
30-89 DPD and still accruing	8,570
90+ DPD and still accruing	—
Nonaccrual loans	1,975
Total commercial loans	$	3,055,423
December 31, 2017
By delinquency status:
Current-29 days past due (DPD) and still accruing	$	3,320,666
Current-29 DPD and still accruing	$	3,320,666
30-89 DPD and still accruing	1,977
90+ DPD and still accruing	990
Nonaccrual loans	2,306
Total commercial loans	$	3,325,939
December 31, 2016
By delinquency status:
Current-29 DPD and still accruing	$	3,981,306
30-89 DPD and still accruing	—
90+ DPD and still accruing	975
Nonaccrual loans	2,600
Total commercial loans	$	3,984,881

CONSUMER CREDIT QUALITY INDICATORS We have various classes of consumer loans that present unique risks. Loan delinquency, FICO credit scores and LTV/CLTV 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.

~~The~~Many ~~majority~~ of our loss estimation techniques used for the allowance for credit losses rely on delinquency-based ~~matrix~~ models; or

~~delinquency roll rate models. Therefore~~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 thousands)	Real estate1-4 familyfirstmortgage			Real estate1-4 familyjunior lienmortgage		Total
December 31, 2018
By delinquency status:
Current-29 DPD	$	31,627,108		642,271		32,269,379
30-59 DPD	60,060			11,230		71,290
60-89 DPD	15,032			6,934		21,966
90-119 DPD	11,435			1,889		13,324
120-179 DPD	12,846			2,055		14,901
180+ DPD	47,935			8,127		56,062
Remaining PCI accounting adjustments	(4,603		)	(2,674	)	(7,277	)
Total consumer loans	$	31,769,813		669,832		32,439,645
December 31, 2017
By delinquency status:
Current-29 DPD	$	31,529,774		819,000		32,348,774
30-59 DPD	63,591			13,663		77,254
60-89 DPD	20,770			6,245		27,015
90-119 DPD	15,384			5,462		20,846
120-179 DPD	9,235			3,648		12,883
180+ DPD	50,323			10,917		61,240
Remaining PCI accounting adjustments	(5,426		)	(3,349	)	(8,775	)
Total consumer loans	$	31,683,651		855,586		32,539,237
December 31, 2016
By delinquency status:
Current-29 DPD	$	26,083,077		1,046,385		27,129,462
30-59 DPD	50,197			14,254		64,451
60-89 DPD	23,740			8,216		31,956
90-119 DPD	9,962			5,493		15,455
120-179 DPD	9,945			3,971		13,916
180+ DPD	66,606			14,168		80,774
Remaining PCI accounting adjustments	(7,480		)	(3,422	)	(10,902	)
Total consumer loans	$	26,236,047		1,089,065		27,325,112

The following table provides a breakdown of our consumer portfolio by FICO. ~~The~~FICO ~~December 31,~~is ~~2017~~not ~~FICO~~available ~~scores~~ for ~~real~~certain ~~estate~~loan ~~1-4~~types ~~family first~~ and ~~junior~~may ~~lien~~not ~~mortgages~~be ~~reflect~~obtained aif ~~new FICO score version~~ we ~~adopted~~deem init ~~first~~unnecessary ~~quarter~~due ~~2017~~ to ~~monitor~~strong collateral and ~~manage~~other ~~those~~borrower ~~portfolios~~attributes. ~~In general the impact for us is a shift to higher scores, particularly to the 800+ level, as the new~~

FICO score version utilizes a more refined approach that better distinguishes borrower credit risk. 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.



(in thousands)	Real estate 1-4 family first mortgage			Real estate 1-4 family junior lien mortgage		Total
December 31, 2018
By FICO:
< 600	$	154,020		54,681		208,701
600-639	109,783			39,374		149,157
640-679	264,931			67,341		332,272
680-719	883,451			114,961		998,412
720-759	2,346,168			122,706		2,468,874
760-799	5,753,691			100,921		5,854,612
800+	22,092,691			149,147		22,241,838
No FICO available	169,681			23,375		193,056
Remaining PCI accounting adjustments	(4,603		)	(2,674	)	(7,277	)
Total consumer loans	$	31,769,813		669,832		32,439,645
December 31, 2017
By FICO:
< 600	$	179,829		74,644		254,473
600-639	138,782			50,676		189,458
640-679	307,999			88,948		396,947
680-719	988,162			150,180		1,138,342
720-759	2,556,013			159,309		2,715,322
760-799	5,957,929			126,785		6,084,714
800+	21,359,614			191,851		21,551,465
No FICO available	200,749			16,542		217,291
Remaining PCI accounting adjustments	(5,426		)	(3,349	)	(8,775	)
Total consumer loans	$	31,683,651		855,586		32,539,237

(in thousands)	Real estate1-4 familyfirstmortgage			Real estate1-4 familyjunior lienmortgage		Total
December 31, 2017 (1)
By FICO:
< 600	$	179,829		74,644		254,473
600-639	138,782			50,676		189,458
640-679	307,999			88,948		396,947
680-719	988,162			150,180		1,138,342
720-759	2,556,013			159,309		2,715,322
760-799	5,957,929			126,785		6,084,714
800+	21,359,614			191,851		21,551,465
No FICO available	200,749			16,542		217,291
Remaining PCI accounting adjustments	(5,426		)	(3,349	)	(8,775	)
Total consumer loans	$	31,683,651		855,586		32,539,237
December 31, 2016
By FICO:
< 600	$	227,775		114,855		342,630
600-639	183,318			76,631		259,949
640-679	490,005			132,398		622,403
680-719	1,283,767			198,166		1,481,933
720-759	3,668,121			213,787		3,881,908
760-799	12,926,891			229,558		13,156,449
800+	7,328,038			113,112		7,441,150
No FICO available	135,612			13,980		149,592
Remaining PCI accounting adjustments	(7,480		)	(3,422	)	(10,902	)
Total consumer loans	$	26,236,047		1,089,065		27,325,112

(1) December 31, 2017 amounts reflect updated FICO score version implemented in first quarter 2017.

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 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 due to industry data availability and portfolios acquired from or serviced by other institutions.

(in thousands)	Real estate1-4 familyfirstmortgageby LTV			Real estate1-4 familyjunior lienmortgage byCLTV		Total
December 31, 2018
By LTV/CLTV:
0-60%	$	19,522,839		272,946		19,795,785
60.01-80%	11,273,694			196,614		11,470,308
80.01-100%	837,192			135,556		972,748
100.01-120% (1)	83,515			49,441		132,956
> 120% (1)	43,004			17,196		60,200
No LTV/CLTV available	14,172			753		14,925
Remaining PCI accounting adjustments	(4,603		)	(2,674	)	(7,277	)
Total consumer loans	$	31,769,813		669,832		32,439,645
December 31, 2017
By LTV/CLTV:
0-60%	$	17,500,078		307,358		17,807,436
60.01-80%	12,827,337			240,888		13,068,225
80.01-100%	1,153,304			196,456		1,349,760
100.01-120% (1)	129,637			80,636		210,273
> 120% (1)	64,239			32,224		96,463
No LTV/CLTV available	14,482			1,373		15,855
Remaining PCI accounting adjustments	(5,426		)	(3,349	)	(8,775	)
Total consumer loans	$	31,683,651		855,586		32,539,237
December 31, 2016
By LTV/CLTV:
0-60%	$	12,639,979		347,932		12,987,911
60.01-80%	11,995,186			297,037		12,292,223
80.01-100%	1,362,748			271,230		1,633,978
100.01-120% (1)	155,553			124,467		280,020
> 120% (1)	69,990			50,226		120,216
No LTV/CLTV available	20,071			1,595		21,666
Remaining PCI accounting adjustments	(7,480		)	(3,422	)	(10,902	)
Total consumer loans	$	26,236,047		1,089,065		27,325,112


(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.

NONACCRUAL LOANS The following table provides loans on nonaccrual status. PCI loans are excluded from this table due to the existence of the accretable yield, independent of performance in accordance with their contractual terms.

	December 31,
(in thousands)	~~2017~~2018		~~2016~~2017
Total commercial	$	21,~~306~~975	2,~~600~~306
Consumer:
Real estate 1-4 family first mortgage	~~150~~142,~~381~~325		~~165~~150,~~117~~381
Real estate 1-4 family junior lien mortgage	4434,~~703~~625		4844,~~806~~703
Total consumer	~~195~~176,~~084~~950		~~213~~195,~~923~~084
Total nonaccrual loans (excluding PCI)	$	~~197~~178,~~390~~925	~~216~~197,~~523~~390

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 $4146.74 million and $5341.17 million at December 31, ~~2017~~2018 and ~~2016~~2017, respectively, and none of these loans 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.

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 exempt under regulatory rules from being classified as nonaccrual until later delinquency, usually 120 days past due. PCI loans of $~~699~~373 thousand at December 31, ~~2017~~2018, and $~~2.3~~699 ~~million~~thousand at December 31, ~~2016~~2017, are excluded from this disclosure 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.

	December 31,
(in thousands)	~~2017~~2018		~~2016~~2017
Total commercial	$	~~990~~—	—990
Consumer:
Real estate 1-4 family first mortgage	95,~~001~~819		49,~~962~~001
Real estate 1-4 family junior lien mortgage	~~2,914~~708		2,~~545~~914
Total consumer	116,~~915~~527		711,~~507~~915
Total past due (excluding PCI)	$	126,~~905~~527	712,~~507~~905

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 $7.5.3 million at December 31, ~~2017~~2018, and $117.85 million at December 31, ~~2016~~2017.

			Recorded investment
(in thousands)	Unpaidprincipalbalance		Impairedloans	Impaired loanswith relatedallowance forcredit losses	Relatedallowance forcredit losses
December 31, 2018
Total commercial	$	2,369	1,958	1,958	442
Consumer:
Real estate 1-4 family first mortgage	336,694		282,330	153,353	23,995
Real estate 1-4 family junior lien mortgage	87,941		78,792	59,509	13,411
Total consumer	424,635		361,122	212,862	37,406
Total impaired loans (excluding PCI)	$	427,004	363,080	214,820	37,848
December 31, 2017
Total commercial	$	3,714	2,992	2,992	893
Consumer:
Real estate 1-4 family first mortgage	377,877		315,529	215,109	37,090
Real estate 1-4 family junior lien mortgage	100,228		91,207	73,261	18,822
Total consumer	478,105		406,736	288,370	55,912
Total impaired loans (excluding PCI)	$	481,819	409,728	291,362	56,805
December 31, 2016
Total commercial	$	3,940	3,236	3,236	1,109
Consumer:
Real estate 1-4 family first mortgage	419,497		349,627	247,525	49,486
Real estate 1-4 family junior lien mortgage	111,967		101,443	83,887	23,984
Total consumer	531,464		451,070	331,412	73,470
Total impaired loans (excluding PCI)	$	535,404	454,306	334,648	74,579

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

Year ended December 31,

2017

2016

2015

2018

2017

2016

(in thousands)

Averagerecordedinvestment

Recognizedinterestincome

Averagerecordedinvestment

Recognizedinterestincome

Averagerecordedinvestment

Recognizedinterestincome

Total commercial

32,~~683~~792

~~171~~51

3,~~699~~683

72171

73,~~156~~699

~~1,093~~72

Consumer:

Real estate 1-4 family first mortgage

~~333~~299,~~177~~933

2119,~~010~~051

~~367~~333,~~660~~177

2221,~~571~~010

~~390~~367,~~866~~660

2322,~~030~~571

Real estate 1-4 family junior lien mortgage

9584,~~852~~075

86,~~174~~951

~~109~~95,~~780~~852

98,~~092~~174

~~120~~109,~~896~~780

9,~~600~~092

Total consumer

~~429~~384,~~029~~008

2926,~~184~~002

~~477~~429,~~440~~029

3129,~~663~~184

~~511~~477,~~762~~440

3231,~~630~~663

Total impaired loans

~~432~~386,~~712~~800

2926,~~355~~053

~~481~~432,~~139~~712

3129,~~735~~355

~~518~~481,~~918~~139

3331,~~723~~735

Interest income:

Cash basis of accounting

87,~~274~~688

98,~~739~~274

119,~~282~~739

Other (1)

2118,~~081~~365

21,~~996~~081

2221,~~441~~996

Total interest income

2926,~~355~~053

3129,~~735~~355

3331,~~723~~735


(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 Restructuring (TDRs) When, for economic or legal reasons related to a borrower’s financial difficulties, we grant a concession for other than an insignificant period of time to a borrower that we would not otherwise consider, the related loan is classified as a TDR, the balance of which totaled $~~409~~363.71 million and $~~454~~409.37 million at December 31, ~~2017~~2018 and ~~2016~~2017, respectively. We do not consider loan resolutions, such as foreclosure or short sale, to be a TDR.

We may require some consumer borrowers experiencing financial difficulty to make trial payments generally for a period of three to four months, according to the terms of a planned permanent modification, to determine if they can perform according to those terms. These arrangements represent trial

modifications, which we classify and account for as TDRs. While loans are in trial payment programs, their original terms are not considered modified and they continue to advance through delinquency status and accrue interest according to their original terms.

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

	Primary modification type (1)							Financial effects of modifications
(in thousands)	Principal (2)		Interestratereduction	Otherconcessions (3)		Total		Charge-offs (4)	Weightedaverageinterestratereduction		Recordedinvestmentrelated tointerest ratereduction (5)
Year ended December 31, 2018
Total commercial	$	—	652	2,067		2,719		—	2.78	%	$	652
Consumer:
Real estate 1-4 family first mortgage	6,629		994	16,743		24,366		168	2.56		5,325
Real estate 1-4 family junior lien mortgage	360		1,103	5,704		7,167		51	2.64		1,392
Trial modifications (6)	—		—	(1,278	)	(1,278	)	—	—		—
Total consumer	6,989		2,097	21,169		30,255		219	2.57		6,717
Total	$	6,989	2,749	23,236		32,974		219	2.59	%	$	7,369
Year ended December 31, 2017
Total commercial	$	—	—	—		—		—	—	%	$	—
Consumer:
Real estate 1-4 family first mortgage	11,309		5,481	10,652		27,442		630	3.58		13,078
Real estate 1-4 family junior lien mortgage	1,415		3,015	4,241		8,671		724	4.46		3,561
Trial modifications (6)	—		—	(1,242	)	(1,242	)	—	—		—
Total consumer	12,724		8,496	13,651		34,871		1,354	3.76		16,639
Total	$	12,724	8,496	13,651		34,871		1,354	3.76	%	$	16,639
Year ended December 31, 2016
Total commercial	$	—	—	3,954		3,954		—	—	%	$	—
Consumer:
Real estate 1-4 family first mortgage	7,461		10,263	15,716		33,440		1,700	3.45		15,957
Real estate 1-4 family junior lien mortgage	994		4,836	3,713		9,543		1,625	3.95		5,624
Trial modifications (6)	—		—	(1,563	)	(1,563	)	—	—		—
Total consumer	8,455		15,099	17,866		41,420		3,325	3.58		21,581
Total	$	8,455	15,099	21,820		45,374		3,325	3.58	%	$	21,581
Year ended December 31, 2015
Total commercial	$	—	—	4,021		4,021		—	—	%	$	—
Consumer:
Real estate 1-4 family first mortgage	10,707		19,157	17,975		47,839		2,155	3.53		27,879
Real estate 1-4 family junior lien mortgage	1,758		5,750	4,673		12,181		1,939	4.61		7,095
Trial modifications (6)	—		—	4,009		4,009		—	—		—
Total consumer	12,465		24,907	26,657		64,029		4,094	3.75		34,974
Total	$	12,465	24,907	30,678		68,050		4,094	3.75	%	$	34,974

(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 $811.54 million, $8.85 million, and $168.38 million for the years ended December 31, ~~2017~~2018, ~~2016~~2017, and ~~2015~~2016, respectively.


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


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

(4) Charge-offs include write-downs of the investment in the loan in the period it is contractually modified. The amount of charge-off will differ from the modification terms if the loan has been charged down prior to the modification based on our policies. In addition, there may be cases where we have a charge-off/down with no legal principal modification. Modifications resulted in legally forgiving principal (actual, contingent or deferred) of $~~1.0~~649 ~~million~~thousand, $1.20 million and $21.82 million for the years ended December 31, ~~2017~~2018, ~~2016~~2017, and ~~2015~~2016, respectively.


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

(6)

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

The table below summarizes permanent modification TDRs that have defaulted in the current period within 12 months of their permanent modification date. We report 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
	Year ended December 31,
(in thousands)	~~2017~~2018		~~2016~~2017	~~2015~~2016
Total commercial	$	—1,855	~~807~~—	—807
Consumer:
Real estate 1-4 family first mortgage	41,~~441~~830		34,~~435~~441	43,~~971~~435
Real estate 1-4 family junior lien mortgage	~~816~~594		~~1,230~~816	1,~~268~~230
Total consumer	52,~~257~~424		45,~~665~~257	64,~~239~~665
Total	$	54,~~257~~279	5,~~472~~257	65,~~239~~472

Note 3: Commitments, Guarantees and Other Matters

The Company does not have any consumer lines of credit. Its commercial loan portfolio includes unfunded loan commitments that are provided in the normal course of business. For commercial borrowers, loan commitments generally take the form of revolving credit arrangements to finance their working capital requirements. These instruments are not recorded on the balance sheet until funds are advanced under the commitment. The contractual amount of a lending commitment represents the maximum potential credit risk if it is fully funded and the borrower does not perform according to the terms of the contract. Some of these commitments expire without being funded, and accordingly, total contractual amounts are not representative of actual future credit exposure or liquidity requirements.

Loan commitments create credit risk in the event that the counterparty draws on the commitment and subsequently fails to perform under the terms of the lending agreement. This risk is incorporated into our overall evaluation of credit risk, and to the extent necessary, an allowance for credit losses is recorded on these commitments. Uncertainties around the timing and amount of funding under these commitments may create liquidity risk for the Company.

The following table provides the contract or notional amount and the estimated fair value of commercial loan commitments to extend credit. The fair value of commitments to extend credit is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the current creditworthiness of the counterparties. The estimated fair value of lending commitments represents the estimated amount that we would need to pay a third party to assume our exposure on lending commitments.

	Dec 31,		Dec 31,
(in thousands)	~~2017~~2018		~~2016~~2017
Commercial:
Lines of credit	$	~~488~~453,~~158~~603	~~417~~488,~~282~~158
Standby letters of credit	198,~~680~~592		2019,~~731~~680
Total commercial loan commitments (1)	$	~~507~~462,~~838~~195	~~438~~507,~~013~~838

(1) The estimated fair value of commitments to extend credit at December 31, ~~2017~~2018 and ~~2016~~2017, was $1.35 million and $1.23 million, respectively.

As part of the loan participation and servicing and assignment agreements with the Bank, the Company provides an indemnification to the Bank if certain events occur. These contingencies generally relate to claims or judgments arising out of participated loans that are not the result of gross negligence or intentional misconduct by the Bank. We were not required to make payments under the indemnification clauses in ~~2017~~2018 or ~~2016~~2017. Since there are no stated or notional amounts included in the indemnification clauses and the contingencies triggering the obligation to indemnify have not occurred and are not expected to occur, we are not able to estimate the maximum amount of future payments under the indemnification clauses. There are no amounts reflected on the balance sheet at December 31, ~~2017~~2018 and ~~2016~~2017, related to these indemnifications.

The Company is not currently involved in, nor, to our knowledge, currently threatened with any material litigation. From time to time we may become involved in routine litigation arising in the ordinary course of business. We do not believe that the eventual outcome of any such routine litigation will, in the aggregate, have a materially adverse effect on our financial statements. However, in the event of unexpected future developments, it is possible that the ultimate resolution of those matters, if unfavorable, could be material to our financial statements for any particular period.

Note 4: Fair Values of Assets and Liabilities

We use fair value measurements to record fair value adjustments to certain assets and to determine fair value disclosures. We did not elect the fair value option for any financial instruments as permitted in FASB ASC 825, Financial Instruments, which allows companies to elect to carry certain financial instruments at fair value with corresponding changes in fair value reported in the results of operations. See Note 1 (Summary of Significant Accounting Policies) for additional information about our fair value measurement policies and methods.

Fair Value Hierarchy We group our assets and liabilities measured at fair value in three levels based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are:


•	Level 1 – Valuation is based upon quoted prices for identical instruments traded in active markets.


•	Level 2 – Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.


•	Level 3 – Valuation is generated from techniques that use significant assumptions that are not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.

In the determination of the classification of financial instruments in Level 2 or Level 3 of the fair value hierarchy, we consider all available information, including observable market data, indications of market liquidity and orderliness, and our understanding of the valuation techniques and significant inputs used. Based upon the specific facts and circumstances of each instrument or instrument category, we make judgments regarding the significance of the Level 3 inputs to the instruments' fair value measurement in its entirety. If Level 3 inputs are considered significant, the instrument is classified as Level 3.

Loans We do not record loans at fair value on a recurring basis. ~~As such, valuation techniques discussed herein for loans are primarily for disclosing estimated fair values.~~ However, from time to time, we record nonrecurring fair value adjustments to loans to primarily reflect partial write-downs that are based on the observable market price of the loan or current appraised value of the collateral. As of December 31, ~~2017~~2018 and ~~2016~~2017, assets measured at fair value on a nonrecurring basis were less than 1 percent of total assets.

Disclosures about Fair Value of Financial Instruments The table below is a summary of fair value estimates by level for ~~disclosure~~financial ~~purposes~~instruments. ~~differentiate~~In ~~loans~~connection ~~based~~with onthe ~~their~~adoption of ASU 2016-01 in first quarter 2018, the valuation methodologies for estimating the fair value of financial ~~characteristics~~instruments that are recorded at amortized cost, ~~such~~including asloans, ~~product~~has ~~classification~~been changed, ~~loan~~where ~~category~~necessary, ~~pricing~~to ~~features~~conform ~~and~~with ~~remaining~~an ~~maturity~~exit price notion. ~~Prepayment~~Under ~~and~~an ~~credit~~exit ~~loss~~price notion, fair value estimates are ~~evaluated~~based byupon ~~product~~the ~~and~~price ~~loan~~that ~~rate~~would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the balance sheet date. For certain loans the estimated fair values prior to adoption of ASU 2016-01 followed an entrance price notion that based fair values on recent prices offered to customers for loans with similar characteristics. The carrying amounts in the following table are recorded in the balance sheet under the indicated captions.

The fair value of commercial loans is calculated by discounting contractual cash flows, adjusted for credit loss estimates, using discount rates that are appropriate for loans with similar characteristics and remaining maturity.

For real estate 1-4 family first and junior lien mortgages, fair value is calculated by discounting contractual cash flows, adjusted for prepayment and credit loss estimates, using discount rates based on current industry pricing (where readily available) or our own estimate of an appropriate risk-adjusted discount rate for loans of similar size, type, remaining maturity and repricing characteristics.

Disclosures about Fair Value of Financial Instruments The table below is a summary of fair value estimates by level for financial instruments. The carrying amounts in the following table are recorded in the balance sheet under the indicated captions.

We have not included assets and liabilities that are not financial instruments in our disclosure, such as other assets 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.

	Carryingamount		Estimated fair value
(in thousands)			Level 1	Level 2	Level 3	Total
December 31, 2018
Financial assets
Cash and cash equivalents (1)	$	—	—	—	—	—
Loans, net (2)	35,398,325		—	—	34,703,481	34,703,481
Financial liabilities
Line of credit with Bank (1)	3,054,738		—	—	3,054,738	3,054,738
December 31, 2017
Financial assets
Cash and cash equivalents (1)	$	—	—	—	—	—
Loans, net (2)	35,735,816		—	—	36,407,260	36,407,260
Financial liabilities
Line of credit with Bank (1)	3,551,426		—	—	3,551,426	3,551,426
December 31, 2016
Financial assets
Cash and cash equivalents (1)	$	971,349	971,349	—	—	971,349
Loans, net (2)	31,186,116		—	—	31,732,422	31,732,422
Financial liabilities
Line of credit with Bank (1)	—		—	—	—	—


(1)	Amounts consist of financial instruments in which carrying value approximates fair value.


(2)	Carrying amount is net of allowance for loan losses.

Loan commitments and letters of credit are not included in the table above. See Note 3 (Commitments, Guarantees and Other Matters) for more information about these instruments.

Note 5: Common and Preferred Stock

The following table provides details of our authorized common and preferred stock.

December 31, 2017 and 2016
	Liquidationpreferenceper share		Sharesauthorized	Sharesissued andoutstanding	Par valueper share		Carryingvalue
	December 31, 2018 and 2017
Preferred stock:
Series A
6.375%, Cumulative, Perpetual Series A Preferred Stock	$	25	11,000,000	11,000,000	$	0.01	110,000
Series B
$85 Annual Dividend Per Share, Cumulative, Perpetual Series B Preferred Stock	1,000		1,000	667	0.01		7
Common stock			100,000,000	34,058,028	0.01		340,580
Total			111,001,000	45,058,695			$	450,587

In the event that the Company is liquidated or dissolved, the holders of the Series A and Series B preferred stock will be entitled to a liquidation preference for each security plus any authorized, declared and unpaid dividends that will be paid prior to any payments to common stockholders. With respect to the payment of dividends and liquidation preference, the Series A preferred stock ranks on parity with Series B preferred stock and senior to the Company’s common stock. The Company may issue additional shares of common stock to affiliates of Wells Fargo without further action by the Series A or Series B stockholders.

OnThe ~~August~~certificate ~~26,~~of ~~2016,~~designation for the ~~Company~~Series ~~issued~~A ~~and~~preferred ~~sold~~stock limits our ability to ~~affiliates~~pay dividends on our common stock or make any payment of ~~the~~interest ~~Company~~or ~~21.2~~principal ~~million~~on ~~shares~~our line of ~~the~~credit ~~Company’s~~with ~~common~~the ~~stock,~~Bank ~~par~~if ~~value~~the ~~$0.01~~dividend ~~per~~coverage ~~share,~~ratio for anthe ~~aggregate~~four ~~purchase~~prior ~~price~~fiscal ofquarters ~~$20.0~~is ~~billion~~less than 150%. The ~~Company~~dividend ~~used~~coverage ~~the~~ratio, ~~proceeds~~expressed ~~from~~as a percentage, is calculated by dividing the ~~issuance~~four toprior ~~acquire~~fiscal ~~REIT~~quarters’ ~~Qualified~~funds ~~Assets~~from (operations, defined as ~~described~~GAAP innet ~~this~~income ~~Report)~~excluding gains or losses from ~~affiliates.~~sales ~~Following~~of property, by the ~~issuance,~~amount ~~indirect~~that ~~wholly-owned~~would ~~subsidiaries~~be ofrequired ~~Wells~~to ~~Fargo~~pay ~~Bank,~~annual N.dividends on the Series A. ~~continue~~and toSeries ~~own~~B ~~100%~~preferred ofstock. At December 31, 2018, the ~~Company’s~~dividend ~~common~~coverage ~~stock~~ratio was 7,037%.

The certificate of designation for the Series A preferred stock limits our ability to pay dividends on our common stock or make any payment of interest or principal on our line of credit with the Bank if the dividend coverage ratio for the four prior fiscal quarters is less than 150%. The dividend coverage ratio, expressed as a percentage, is calculated by dividing the four prior fiscal quarters’ funds from operations, defined as GAAP net income excluding gains or losses from sales of property, by the amount that would be required to pay annual dividends on the Series A and Series B preferred stock. At December 31, 2017, the dividend coverage ratio was 6,929%.

The certificate of designation for the Series A preferred stock also contains a covenant in which we may incur indebtedness in an aggregate amount not exceeding 20% of our stockholders’ equity. Any amount exceeding that amount requires the consent of the holders of two-thirds of the Series A preferred stock, voting as a separate class.

Except upon the occurrence of a Special Event (as defined below), the Series A preferred stock is not redeemable prior to December 11, 2019. On or after such date, we may redeem the Series A preferred stock for cash, in whole or in part, at the redemption price of $25 per share, plus (a) any authorized, declared, but unpaid dividends and (b) any accumulated but unpaid dividends to the date of redemption.

A Special Event, which allows redemption of the Series A preferred stock prior to December 11, 2019, means: a Tax Event, an Investment Company Act Event, or a Regulatory Event.

Tax Event means our determination, based on the receipt by us of an opinion of counsel, rendered by a law firm experienced in such matters, in form and substance satisfactory to us, which states that there is a significant risk that dividends paid or to be paid by us with respect to our capital stock are not or will not be fully deductible by us for United States Federal income tax purposes or that we are or will be subject to additional taxes, duties, or other governmental charges, in an amount we reasonably determine to be significant as a result of:


•	any amendment to, clarification of, or change in, the laws, treaties, or related regulations of the United States or any of its political subdivisions or their taxing authorities affecting taxation; or

•

any judicial decision, official administrative pronouncement, published or private ruling, technical advice memorandum, Chief Counsel Advice, as such term is defined in the Code, regulatory procedure, notice, or official announcement which amendment, clarification, or change, or such official pronouncement or decision, is announced on or after the original date of issuance of the Series A preferred stock.

Investment Company Act Event means our determination, based on our receipt of an opinion of counsel, rendered by a law firm experienced in such matters, in form and substance satisfactory to us, which states that there is a significant risk that we are or will be considered an “investment company” that is required to be registered under the Investment Company Act, as a result of the occurrence of a change in law or regulation or a written change in interpretation or application of law or regulation, by any legislative body, court, governmental agency, or regulatory authority.

Regulatory Event means our reasonable determination, as evidenced by a certificate of one of our senior executive officers, that the Series A preferred stock remaining outstanding would (a) not be consistent with any applicable law or regulation or (b) have a material adverse effect on either us or any of Wells Fargo or the Bank (or any of their respective successors), in each case, as a result of a change in law or regulation or a written change in interpretation or application of law or regulation, by any legislative body, court, governmental agency, or regulatory authority occurring on or after the original date of issuance of the Series A preferred stock, such change in law being reflected in an opinion of counsel, in form and substance satisfactory to us.

The Series B preferred stock can be redeemed by us in whole at any time at $1,000 per share plus any accumulated and unpaid dividends. Transfers or pledges of the Series B shares are subject to first refusal by us.

Note 6: Transactions With Related Parties

The Company engages in various transactions and agreements with affiliated parties in the ordinary course of business. Due to the common ownership of the Company and the affiliated parties by Wells Fargo, these transactions and agreements may reflect circumstances and considerations that could differ from

those conducted with unaffiliated parties. The principal items related to transactions with affiliated parties included in the accompanying statement of income and balance sheet are described in the table and narrative below.

	Year ended December 31,
(in thousands)	~~2017~~2018		~~2016~~2017	~~2015~~2016
Income statement data
Interest income:
Net accretion of adjustments on loans	$	1218,~~978~~589	3712,~~372~~978	8237,~~988~~372
Interest on deposits	~~9,443~~491		49,~~595~~443	~~304~~4,595
Total interest income	2219,~~421~~080		4122,~~967~~421	8341,~~292~~967
Pledge fees	556,~~333~~510		3255,~~296~~333	432,~~363~~296
Interest expense	538,~~050~~853		25,~~734~~050	12,~~231~~734
Loan servicing costs	7984,~~541~~841		5079,~~754~~541	3550,~~671~~754
Management fees	2535,~~717~~771		1825,~~744~~717	1118,~~195~~744

	December 31,
(in thousands)	~~2017~~2018			~~2016~~2017
Balance sheet related data
Cash and cash equivalents	$	—		~~971,349~~—
Loan acquisitions	93,~~162~~747,~~579~~820			239,~~339~~162,~~146~~579
Proceeds from common stock issuance	—			20,000,050
Loan sales (book value)	(27,119		)	(121,210	)
Loan sales (book value)	(121,210		)	(424,556	)
Pledged loans (carrying value) (1)	3,226,825			24,323,830
Pledged loans (carrying value) (1)	24,323,830			20,239,773
Foreclosed asset sales	(12,901		)	(11,495	)
Foreclosed asset sales	(11,495		)	(10,915	)
Line of credit with Bank	3,054,738			3,551,426
Line of credit with Bank	3,551,426			—
Accounts receivable - affiliates, net	—			113,755
Accounts receivable - affiliates, net	113,755			155,813
Accounts payable - affiliates, net	13,798			—

(1) The fair value of pledged loans was approximately $243.82 billion and $2024.48 billion at December 31, ~~2017~~2018 and ~~2016~~2017, respectively.

Loans We acquire and sell loans to and from the Bank. The acquisitions and sales are transacted at fair value resulting in acquisition discounts and premiums or gains and losses on sales. The net acquisition discount accretion or premium amortization is reported within interest income. Gains or losses on sales of loans are included within noninterest income. Losses on sales of loans to the Bank were $~~844~~88 thousand in ~~2017~~2018, compared with $~~2.7~~844 ~~million~~thousand in ~~2016.~~2017 ~~There~~and ~~were~~$2.7 nomillion ~~gains or losses on sales of loans to the Bank~~ in ~~2015~~2016.

The certificate of designation for the Series A preferred stock limits our ability to pledge loans to an aggregate amount not exceeding 80% of our total assets at any time as collateral on behalf of the Bank for the Bank’s access to secured borrowing facilities through the Federal Home Loan Banks or the discount window of Federal Reserve Banks. In exchange for the pledge of our loan assets, the Bank pays us a fee that is consistent with market terms. At December 31, ~~2017~~2018, the fee was equal to an annual rate of 1517 basis points (0.1517%) as applied to the unpaid principal balance of pledged loans on a monthly basis. ~~Prior~~At toDecember 31, ~~November~~ 2017, the fee was equal to an annual rate of 3415 basis points (0.3415%). Prior to ~~December~~November ~~2016~~2017, the fee was equal to an annual rate of 2834 basis points (0.2834%). Such fee may be renegotiated by us and the Bank from time to time.

Loan Servicing Costs The loans in our portfolio are predominantly serviced by the Bank pursuant to the terms of participation and servicing and assignment agreements. In some instances, the Bank has delegated servicing responsibility to third parties that are not affiliated with us or the Bank. Depending on the loan type, the monthly servicing fee charges are based in part on (a) outstanding principal balances, (b) a flat fee per month, or (c) a total loan commitment amount.

Management Fees We pay the Bank a management fee to reimburse for general overhead expenses, including allocations of technology support and a combination of finance and accounting, risk management and other general overhead expenses incurred on our behalf. Management fees include direct and indirect expense allocations. Indirect expenses are allocated based on ratios that use our proportion of expense activity drivers. The expense activity drivers and ratios may change from time to time.

Deposits Interest income earned on deposits is included in interest income. Our cash management process includes applying operating cash flows to reduce any outstanding balance on our line of credit with the Bank. Operating cash flows are settled through our affiliate accounts receivable/payable process. Upon settlement cash received is either applied to reduce our line of credit outstanding or retained as a deposit with the Bank.

Foreclosed Assets We sell foreclosed assets back to the Bank from time to time at estimated fair value.

Line of Credit We have a revolving line of credit with the Bank. ~~Effective~~pursuant ~~October~~to ~~2017,~~which ~~our~~we ~~line~~can ofborrow ~~credit~~up ~~was increased from $2.2 billion~~ to $5.0 billion ~~and~~at ~~the~~a rate of interest ~~has~~equal ~~changed from the average federal funds rate plus 12.5 basis points (0.125%)~~ to the three-month London Interbank Offered Rate plus 4.4 basis points (0.044%).

Accounts Payable and Receivable - Affiliates, Net Accounts ~~receivable from or~~ payable toand ~~the~~receivable ~~Bank~~from ~~or its~~ affiliates result from intercompany transactions ~~which~~in ~~include~~the ~~net~~normal course of business related to loan paydowns and payoffs, interest receipts, ~~and~~servicing ~~other transactions~~costs, ~~including~~management ~~those~~fees ~~transactions~~and ~~noted~~other ~~herein,~~transactions ~~which~~with ~~have~~the ~~not~~Bank ~~yet~~or ~~settled~~its affiliates.

Wells Fargo Real Estate Investment Corporation

Schedule IV - Mortgage Loans on Real Estate

December 31, 2017

December 31, 2018

Mortgage Loans on Real Estate (1)

(dollars in thousands)

Number of loans

Weighted average interest rate

Weighted average maturity in years

Recordedinvestment in loans(2)

Past due amounts(3)

Commercial secured by real estate:

Original balances less than $1,000

~~133~~110

4.7691

65.64

1215,~~460~~242

~~416~~120

Original balances $1,000 - $10,000

~~354~~335

34.4132

3.86

~~978~~927,~~470~~575

49,~~857~~094

Original balances over $10,000

3833

34.2219

43.18

~~509~~377,~~319~~617

—

Lines of credit

~~482~~407

34.5138

2.58

1,~~805~~719,~~164~~575

—1,331

Total commercial secured by real estate

~~1,007~~885

34.4434

3.2

3,~~305~~040,~~413~~009

510,~~273~~545

Real estate 1-4 family first mortgage:

Original balances less than $500

3935,~~646~~332

4.4639

22.98

5,~~985~~755,~~258~~253

~~103~~98,~~047~~332

Original balances $500 - $1,000

3032,~~728~~202

3.7981

25.61

19,~~005~~329,~~116~~123

3635,~~479~~449

Original balances over $1,000

5,~~558~~758

3.6671

25.61

6,~~693~~685,~~277~~437

1913,~~777~~527

Total real estate 1-4 family first mortgage

7573,~~932~~292

3.8990

2524.17

31,~~683~~769,~~651~~813

~~159~~147,~~303~~308

Real estate 1-4 family junior lien mortgage:

Original balances less than $500

2217,~~262~~897

7.0609

15.40

~~835~~653,~~602~~445

3829,~~250~~804

Original balances $500 - $1,000

4032

56.9213

1716.17

1612,~~119~~623

~~1,685~~431

Original balances over $1,000

5.0125

1615.9

3,~~865~~764

—

Total real estate 1-4 family junior lien mortgage

2217,~~308~~935

7.0306

15.40

~~855~~669,~~586~~832

3930,~~935~~235

Total mortgage loans

9992,~~247~~112

3.9299

22.86

35,~~844~~479,~~650~~654

~~204~~188,~~511~~088


(1)	Wells Fargo Real Estate Investment Corporation's mortgage portfolio consists of "Commercial secured by real estate," "Real estate 1-4 family first mortgage," and "Real estate 1-4 junior lien mortgage." None of our loans individually exceeds three percent of the total recorded investment in loans.

(2) Recorded investment is net of charge-downs. Aggregate recorded investment of loans as of December 31, ~~2017~~2018, for Federal income tax purposes is $35.85 billion. Recorded investment includes net related party ~~premium~~discount of $2101.45 million.


(3)	Amounts greater than 30 days past due. All loans were acquired from related parties. Commercial secured by real estate amounts include nonaccrual loans. Consumer loan amounts do not include remaining purchased credit-impaired accounting adjustments.

Recorded Investment (1)
(in thousands)	~~2017~~2018			~~2016~~2017		~~2015~~2016
Balance, beginning of period	$	3135,~~298~~844,~~770~~650		1331,~~209~~298,~~468~~770		1213,~~890~~209,~~718~~468
Acquisitions	93,~~141~~738,~~115~~419			239,~~284~~141,~~180~~115		323,~~296~~284,~~499~~180
Net accretion of adjustments on loans	714,~~633~~612			317,~~546~~633		7831,~~108~~546
Loan balance increases	93,~~148~~753,~~748~~031			239,~~315~~148,~~726~~748		323,~~374~~315,~~607~~726
Principal payments and sales	(4,~~568~~090,~~448~~982		)	(54,~~172~~568,~~481~~448	)	(25,~~993~~172,~~539~~481	)
Charge-offs	(2214,~~938~~930		)	(4022,~~480~~938	)	(5140,~~243~~480	)
Transfers from loans to foreclosed assets	(1112,~~482~~115		)	(1311,~~463~~482	)	(1113,~~075~~463	)
Loan balance decreases	(4,~~602~~118,~~868~~027		)	(54,~~226~~602,~~424~~868	)	(35,~~055~~226,~~857~~424	)
Balance, end of period	$	35,~~844~~479,~~650~~654		3135,~~298~~844,~~770~~650		1331,~~209~~298,~~468~~770


(1)	Table presents annual changes in the recorded investment in loans. All loan acquisitions and sale transactions were with related parties. See Note 1 (Summary of Significant Accounting Policies) and Note 2 (Loans and Allowance for Credit Losses) to Financial Statements for additional information on loan transactions, including term extensions in the form of TDRs.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.



Wells Fargo Real Estate Investment Corporation

By:		/s/ RICHARD D. LEVY
		Richard D. Levy Executive Vice President and Controller (Principal Accounting Officer)

Date: March 21, ~~2018~~2019

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated and on the date indicated.

Signature		Capacity
MICHAEL J. LOUGHLIN*		President, Chief Executive Officer and Director, Wells Fargo Real Estate Investment Corporation (Principal Executive Officer)
NEAL A. BLINDE*		President, Chief Executive Officer and Director, Wells Fargo Real Estate Investment Corporation (Principal Executive Officer)
Michael J. Loughlin
Neal A. Blinde
JOHN R. SHREWSBERRY*		Senior Executive Vice President and Chief Financial Officer, Wells Fargo Real Estate Investment Corporation (Principal Financial Officer)
John R. Shrewsberry
RICHARD D. LEVY*		Executive Vice President and Controller, Wells Fargo Real Estate Investment Corporation (Principal Accounting Officer)
Richard D. Levy
GEORGE L. BALL*		Director
George L. Ball
GARY K. BETTIN*		Director
Gary K. Bettin
JOHN F. LUIKART*		Director
John F. Luikart
* By Jeannine E. Zahn, Attorney-in-Fact
/s/ JEANNINE E. ZAHN
Jeannine E. Zahn
Date: March 2, 2018
Date: March 1, 2019

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