Wells Fargo 2009 Annual Report Download - page 141

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December 31,
2009 2008
Maturity Stated
(in millions) date(s) interest rate(s)
Wells Fargo Financial, Inc., and its subsidiaries (WFFI)
Senior
Fixed-rate notes 2010-2034 3.60-6.125% $ 7,294 6,456
Floating-rate notes —1,075
Total senior debt – WFFI 7,294 7,531
Subordinated
Other subordinated – WFFI 2010-2017 3.50-5.125% 46
Total subordinated debt – WFFI 46
Total long-term debt – WFFI 7,298 7,537
Other consolidated subsidiaries
Senior
Fixed-rate notes 2010-2049 0.00-7.50% 617 2,489
Fixed-rate advances – FHLB 2010-2031 3.27-8.45% 1,958 2,545
Floating-rate notes (3) 2011 Varies 595 2,641
Floating-rate advances – FHLB (3) 2010-2013 Varies 32,771 46,282
Other notes and debentures – floating-rate 2010-2028 Varies 70 3,347
Total senior debt – Other consolidated subsidiaries 36,011 57,304
Subordinated
Fixed-rate notes 2016 4.28-5.222% 18 —
Floating-rate notes —421
Floating-rate notes – preferred units —349
Other notes and debentures – floating rate 2011-2016 Varies 54 84
Total subordinated debt – Other consolidated subsidiaries 72 854
Junior subordinated
Fixed-rate notes 2011-2030 5.50-10.875% 63 116
Floating-rate notes 2027-2036 Varies 241 248
FixFloat notes 2036 7.064% through
2011, varies 79 80
Total junior subordinated debt – Other consolidated subsidiaries (15) 383 444
Mortgage notes and other debt of subsidiaries 2013-2014 Varies 679 799
Total long-term debt – Other consolidated subsidiaries 37,145 59,401
Total long-term debt $203,861 267,158
(1) We entered into interest rate swap agreements for most of the aggregate balance of these notes, whereby we receive fixed-rate interest payments approximately
equal to interest on the notes and make interest payments based on an average one-month, three-month or six-month London Interbank Offered Rate (LIBOR).
(2) On December 10, 2008, Wells Fargo issued $3 billion of 3% fixed senior unsecured notes and $3 billion of floating senior unsecured notes both maturing on December 9,
2011. On March 30, 2009, Wells Fargo issued $1.75 billion of 2.125% fixed senior unsecured notes and $1.75 billion of floating senior unsecured notes both maturing on
June 15, 2012. These notes are guaranteed under the FDIC’s Temporary Liquidity Guarantee Program and are backed by the full faith and credit of the United States.
(3) We entered into interest rate swap agreements for a portion of the aggregate balance of these notes, whereby we receive variable-rate interest payments and make
interest payments based on a fixed rate.
(4) The extendible notes are floating-rate securities with an initial maturity of 13 or 24 months, which can be extended on a rolling monthly or quarterly basis, respectively,
to a final maturity of five years at the investor’s option.
(5) Consists of long-term notes where the performance of the note is linked to an embedded equity, commodity, or currency index, or basket of indices accounted for
separately from the note as a free-standing derivative. For information on embedded derivatives, see Note 15 – Free-standing derivatives in this Report.
(6) On December 5, 2006, Wells Fargo Capital X issued 5.95% Capital Securities and used the proceeds to purchase from the Parent 5.95% Capital Efficient Notes (the Notes)
due 2086 (scheduled maturity 2036). When it issued the Notes, the Parent entered into a Replacement Capital Covenant (the Covenant) in which it agreed for the benefit
of the holders of the Parent’s 5.625% Junior Subordinated Debentures due 2034 that it will not repay, redeem or repurchase, and that none of its subsidiaries will
purchase, any part of the Notes or the Capital Securities on or before December 1, 2066, unless the repayment, redemption or repurchase is made from the net cash
proceeds of the issuance of certain qualified securities and pursuant to the other terms and conditions set forth in the Covenant. For more information, refer to the
Covenant, which was filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed December 5, 2006.
(7) On May 25, 2007, Wells Fargo Capital XI issued 6.25% Enhanced Trust Preferred Securities (Enhanced TRUPS®) (the 2007 Capital Securities) and used the proceeds to
purchase from the Parent 6.25% Junior Subordinated Deferrable Interest Debentures due 2067 (the 2007 Notes). When it issued the 2007 Notes, the Parent entered into
a Replacement Capital Covenant (the 2007 Covenant) in which it agreed for the benefit of the holders of the Parent’s 5.625% Junior Subordinated Debentures due 2034
that it will not repay, redeem or repurchase, and that none of its subsidiaries will purchase, any part of the 2007 Notes or the 2007 Capital Securities on or before June 15,
2057, unless the repayment, redemption or repurchase is made from the net cash proceeds of the issuance of certain qualified securities and pursuant to the other terms
and conditions set forth in the 2007 Covenant. For more information, refer to the 2007 Covenant, which was filed as Exhibit 99.1 to the Company’s Current Report on
Form 8-K filed May 25, 2007.
(8) On March 12, 2008, Wells Fargo Capital XII issued 7.875% Enhanced Trust Preferred Securities (Enhanced TRUPS®) (the First 2008 Capital Securities) and used the proceeds
to purchase from the Parent 7.875% Junior Subordinated Deferrable Interest Debentures due 2068 (the First 2008 Notes). When it issued the First 2008 Notes, the Parent
entered into a Replacement Capital Covenant (the First 2008 Covenant) in which it agreed for the benefit of the holders of the Parent’s 5.375% Junior Subordinated
Debentures due 2035 (the Covered Debt) that it will not repay, redeem or repurchase, and that none of its subsidiaries will purchase, any part of the First 2008 Notes
or the First 2008 Capital Securities on or before March 15, 2048, unless the repayment, redemption or repurchase is made from the net cash proceeds of the issuance of
certain qualified securities and pursuant to the other terms and conditions set forth in the First 2008 Covenant. For more information, refer to the First 2008 Covenant,
which was filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed March 12, 2008.
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