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UNITED STATES
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
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For the fiscal year ended December 31, 2007
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Commission File Number 001-2979 |
WELLS FARGO & COMPANY
(Exact name of registrant as specified in its charter)
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Delaware
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No. 41-0449260 |
(State of incorporation)
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(I.R.S. Employer Identification No.) |
420 Montgomery Street, San Francisco, California 94163
(Address of principal executive offices) (Zip code)
Registrants telephone number, including area code: 1-866-878-5865
Securities registered pursuant to Section 12(b) of the Act:
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Name of Each Exchange |
Title of Each Class
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on Which Registered |
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Common Stock, par value $1-2/3
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New York Stock Exchange |
Basket Linked Notes due October 9, 2008
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American Stock Exchange |
Basket Linked Notes due April 15, 2009
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American Stock Exchange |
Callable Notes Linked to the S&P 500 Index® due August 25, 2009
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American Stock Exchange |
Notes Linked to the Dow Jones Industrial AverageSM due May 5, 2010
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American Stock Exchange |
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No securities are registered pursuant to Section 12(g) of the Act. |
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act. |
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Yes Ö No |
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act. |
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Yes No Ö |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act |
of 1934 during the preceding
12 months, and (2)
has been subject to such filing
requirements for the past 90
days.
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Yes Ö No |
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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 registrants 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.
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See definitions of large accelerated
filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):
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Large accelerated filer þ
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Accelerated filer ¨ |
Non-accelerated filer ¨
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Smaller reporting company ¨ |
(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the Act). |
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Yes No Ö |
At June 30, 2007, the aggregate market value of common stock held by non-affiliates was
approximately $116.6 billion, based on a closing price of $35.17. At January 31, 2008,
3,296,806,740 shares of common stock were outstanding.
Documents Incorporated by Reference in Form 10-K
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Incorporated Documents
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Where incorporated in Form 10-K |
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1.
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Portions of the Companys Annual Report to Stockholders for the
year ended December 31, 2007 (2007 Annual Report to Stockholders)
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Part I Items 1, 1A, 2 and 3; Part
II Items 5, 6, 7,
7A, 8 and 9A; and Part IV Item 15. |
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2.
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Portions of the Companys Proxy Statement for the Annual
Meeting of Stockholders to be held April 22, 2008 (2008 Proxy Statement)
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Part III Items 10, 11, 12, 13 and 14 |
Wells Fargo & Company is a corporation organized under the laws of Delaware and a financial holding
company and a bank holding company registered under the Bank Holding Company Act of 1956, as
amended (BHC Act). Its principal business is to act as a holding company for its subsidiaries.
References in this report to the Parent mean the holding company. References to we, our, us
or the Company mean the holding company and its subsidiaries that are consolidated for financial
reporting purposes.
We are the product of the merger of Norwest Corporation and the former Wells Fargo & Company,
completed on November 2, 1998. On completion of the merger, Norwest Corporation changed its name to
Wells Fargo & Company. In October 2000, we acquired First Security Corporation, a $23 billion bank
holding company in a transaction valued at $3 billion.
We expand our business, in part, by acquiring banking institutions and other companies engaged in
activities that are financial in nature. We continue to explore opportunities to acquire banking
institutions and other financial services companies, and discussions related to possible
acquisitions may occur at any time. We cannot predict whether, or on what terms, discussions will
result in further acquisitions. As a matter of policy, we generally do not comment on any
discussions or possible acquisitions until a definitive acquisition agreement has been signed.
At December 31, 2007, we had assets of $575 billion, loans of $382 billion, deposits of $344
billion and stockholders equity of $48 billion. Based on assets, we were the fifth largest bank
holding company in the United States. At December 31, 2007, Wells Fargo Bank, N.A. was the
Companys principal subsidiary with assets of $468 billion, or 81% of the Companys assets. Our
bank has the highest credit rating, Aaa, from Moodys Investors Service and, in February 2007,
was upgraded to AAA by Standard & Poors Ratings Services, its highest credit rating. Our bank is
now the only U.S. bank, and one of two banks worldwide, to have the highest possible credit rating
from both Moodys and S&P.
At December 31, 2007, we had 159,800 active, full-time equivalent team members.
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and
amendments to those reports, are available free at www.wellsfargo.com (select About Us, then
Investor Relations More, then SEC Filings) as soon as reasonably practicable after they are
electronically filed with or furnished to the Securities and Exchange Commission (SEC). They are
also available free on the SECs website at www.sec.gov.
DESCRIPTION OF BUSINESS
General
We are a diversified financial services company. We provide retail, commercial and corporate
banking services through banking stores located in 23 states: Alaska, Arizona, California,
Colorado, Idaho, Illinois, Indiana, Iowa, Michigan, Minnesota, Montana, Nebraska, Nevada, New
Mexico, North Dakota, Ohio, Oregon, South Dakota, Texas, Utah, Washington, Wisconsin and Wyoming.
We provide other financial services through subsidiaries engaged in various
businesses, principally: wholesale banking, mortgage banking, consumer finance, equipment
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leasing, agricultural finance, commercial finance, securities brokerage and investment banking, insurance
agency and brokerage services, computer and data processing services, trust services, investment
advisory services, mortgage-backed securities servicing and venture capital investment.
We have three operating segments for management reporting purposes: Community Banking, Wholesale
Banking and Wells Fargo Financial. The 2007 Annual Report to Stockholders includes financial
information and descriptions of these operating segments.
Competition
The financial services industry is highly competitive. Our subsidiaries compete with financial
services providers, such as banks, savings and loan associations, credit unions, finance companies,
mortgage banking companies, insurance companies, and mutual fund companies. They also face
increased competition from nonbank institutions such as brokerage houses, as well as from financial
services subsidiaries of commercial and manufacturing companies. Many of these competitors enjoy
fewer regulatory constraints and some may have lower cost structures.
Securities firms and insurance companies that elect to become financial holding companies may
acquire banks and other financial institutions. Combinations of this type could significantly
change the competitive environment in which we conduct business. The financial services industry is
also likely to become more competitive as further technological advances enable more companies to
provide financial services. These technological advances may diminish the importance of depository
institutions and other financial intermediaries in the transfer of funds between parties.
REGULATION AND SUPERVISION
We describe below, and in Notes 3 (Cash, Loan and Dividend Restrictions) and 26 (Regulatory and
Agency Capital Requirements) to Financial Statements included in the 2007 Annual Report to
Stockholders, the material elements of the regulatory framework applicable to us. The description
is qualified in its entirety by reference to the full text of the statutes, regulations and
policies that are described. Banking statutes, regulations and policies are continually under
review by Congress and state legislatures and federal and state regulatory agencies, and a change
in them, including changes in how they are interpreted or implemented, could have a material effect
on our business. The regulatory framework applicable to bank holding companies is intended to
protect depositors, federal deposit insurance funds, consumers and the banking system as a whole,
not investors in bank holding companies such as the Company.
Statutes, regulations and policies could restrict our ability to diversify into other areas of
financial services, acquire depository institutions, and pay dividends on our capital stock. They
may also require us to provide financial support to one or more of our subsidiary banks, maintain
capital balances in excess of those desired by management, and pay higher deposit insurance
premiums as a result of a general deterioration in the financial condition of depository
institutions.
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General
Parent Bank Holding Company. As a bank holding company, the Parent is subject to regulation under
the BHC Act and to inspection, examination and supervision by its primary regulator, the Board of
Governors of the Federal Reserve System (Federal Reserve Board or FRB). The Parent is also subject
to the disclosure and regulatory requirements of the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as amended, both as administered by the SEC. As a listed company
on the New York Stock Exchange (NYSE), the Parent is subject to the rules of the NYSE for listed
companies.
Subsidiary Banks. Our subsidiary national banks are subject to regulation and examination
primarily by the Office of the Comptroller of the Currency (OCC) and secondarily by the Federal
Deposit Insurance Corporation (FDIC) and the FRB. Our state-chartered banks are subject to primary
federal regulation and examination by the FDIC and, in addition, are regulated and examined by
their respective state banking departments.
Nonbank Subsidiaries. Many of our nonbank subsidiaries are also subject to regulation by the FRB
and other applicable federal and state agencies. Our insurance subsidiaries are subject to
regulation by applicable state insurance regulatory agencies, as well as the FRB. Our brokerage
subsidiaries are regulated by the SEC, the Financial Industry Regulatory Authority (FINRA) and, in
some cases, the Municipal Securities Rulemaking Board, and state securities regulators. FINRA was
formed in July 2007 through a consolidation of the National Association of Securities Dealers, Inc.
(NASD) and the member regulation, enforcement and arbitration functions of the NYSE. FINRA is the
largest non-governmental regulator for all securities firms doing business in the United States.
FINRA is responsible for rule writing, firm examination, enforcement, arbitration and mediation
functions previously overseen by the NASD. Our other nonbank subsidiaries may be subject to the
laws and regulations of the federal government and/or the various states in which they conduct
business.
Parent Bank Holding Company Activities
Financial in Nature Requirement. As a bank holding company that has elected to become a
financial holding company pursuant to the BHC Act, we may affiliate with securities firms and
insurance companies and engage in other activities that are financial in nature or incidental or
complementary to activities that are financial in nature. Financial in nature activities include
securities underwriting, dealing and market making, sponsoring mutual funds and investment
companies, insurance underwriting and agency, merchant banking, and activities that the FRB, in
consultation with the Secretary of the U.S. Treasury, determines from time to time to be financial
in nature or incidental to such financial activity. Complimentary activities are activities that
the FRB determines upon application to be complementary to a financial activity and do not pose a
safety and soundness risk.
FRB approval is not required for us to acquire a company (other than a bank holding company, bank
or savings association) engaged in activities that are financial in nature or incidental to
activities that are financial in nature, as determined by the FRB. Prior FRB approval is required
before we may acquire the beneficial ownership or control of more than 5% of the voting shares or
substantially all of the assets of a bank holding company, bank or savings association.
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Because we are a financial holding company, if any of our subsidiary banks receives a rating under
the Community Reinvestment Act of 1977, as amended (CRA), of less than satisfactory, we will be
prohibited, until the rating is raised to satisfactory or better, from engaging in new activities
or acquiring companies other than bank holding companies, banks or savings associations, except
that we could engage in new activities, or acquire companies engaged in activities, that are
closely related to banking under the BHC Act. In addition, if the FRB finds that any of our
subsidiary banks is not well capitalized or well managed, we would be required to enter into an
agreement with the FRB to comply with all applicable capital and management requirements and which
may contain additional limitations or conditions. Until corrected, we would not be able to engage
in any new activity or acquire companies engaged in activities that are not closely related to
banking under the BHC Act without prior FRB approval. If we fail to correct any such condition
within a prescribed period, the FRB could order us to divest our banking subsidiaries or, in the
alternative, to cease engaging in activities other than those closely related to banking under the
BHC Act.
We became a financial holding company effective March 13, 2000. We continue to maintain our status
as a bank holding company for purposes of other FRB regulations.
Interstate Banking. Under the Riegle-Neal Interstate Banking and Branching Act (Riegle-Neal Act),
a bank holding company may acquire banks in states other than its home state, subject to any state
requirement that the bank has been organized and operating for a minimum period of time, not to
exceed five years, and the requirement that the bank holding company not control, prior to or
following the proposed acquisition, more than 10% of the total amount of deposits of insured
depository institutions nationwide or, unless the acquisition is the bank holding companys initial
entry into the state, more than 30% of such deposits in the state (or such lesser or greater amount
set by the state).
The Riegle-Neal Act also authorizes banks to merge across state lines, thereby creating interstate
branches. Banks are also permitted to acquire and to establish new branches in other states where
authorized under the laws of those states.
Regulatory Approval. In determining whether to approve a proposed bank acquisition, federal bank
regulators will consider, among other factors, the effect of the acquisition on competition,
financial condition, and future prospects including current and projected capital ratios and
levels, the competence, experience, and integrity of management and record of compliance with laws
and regulations, the convenience and needs of the communities to be served, including the acquiring
institutions record of compliance under the CRA, and the effectiveness of the acquiring
institution in combating money laundering activities.
Dividend Restrictions
The Parent is a legal entity separate and distinct from its subsidiary banks and other
subsidiaries. A significant source of funds to pay dividends on its common and preferred stock and
principal and interest on its debt is dividends from its subsidiaries. Various federal and state
statutory provisions and regulations limit the amount of dividends the Parents subsidiary banks
and certain other subsidiaries may pay without regulatory approval. For information about the
restrictions applicable to the Parents subsidiary banks, see Note 3 (Cash, Loan and Dividend
Restrictions) to Financial Statements included in the 2007 Annual Report to Stockholders.
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Federal bank regulatory agencies have the authority to prohibit the Parents subsidiary banks from
engaging in unsafe or unsound practices in conducting their businesses. The payment of dividends,
depending on the financial condition of the bank in question, could be deemed an unsafe or unsound
practice. The ability of the Parents subsidiary banks to pay dividends in the future is currently,
and could be further, influenced by bank regulatory policies and capital guidelines.
Holding Company Structure
Transfer of Funds from Subsidiary Banks. The Parents subsidiary banks are subject to restrictions
under federal law that limit the transfer of funds or other items of value from such subsidiaries
to the Parent and its nonbank subsidiaries (including affiliates) in so-called covered
transactions. In general, covered transactions include loans and other extensions of credit,
investments and asset purchases, as well as certain other transactions involving the transfer of
value from a subsidiary bank to an affiliate or for the benefit of an affiliate. Unless an
exemption applies, covered transactions by a subsidiary bank with a single affiliate are limited to
10% of the subsidiary banks capital and surplus and, with respect to all covered transactions with
affiliates in the aggregate, to 20% of the subsidiary banks capital and surplus. Also, loans and
extensions of credit to affiliates generally are required to be secured in specified amounts. A
banks transactions with its nonbank affiliates are also generally required to be on arms length
terms.
Source of Strength. The FRB has a policy that a bank holding company is expected to act as a
source of financial and managerial strength to each of its subsidiary banks and, under appropriate
circumstances, to commit resources to support each such subsidiary bank. This support may be
required at times when the bank holding company may not have the resources to provide the support.
The OCC may order an assessment of the Parent if the capital of one of its national bank
subsidiaries were to become impaired. If the Parent failed to pay the assessment within three
months, the OCC could order the sale of the Parents stock in the national bank to cover the
deficiency.
Capital loans by the Parent to any of its subsidiary banks are subordinate in right of payment to
deposits and certain other indebtedness of the subsidiary bank. In addition, in the event of the
Parents bankruptcy, any commitment by the Parent to a federal bank regulatory agency to maintain
the capital of a subsidiary bank will be assumed by the bankruptcy trustee and entitled to a
priority of payment.
Depositor Preference. The Federal Deposit Insurance Act (FDI Act) provides that, in the event of
the liquidation or other resolution of an insured depository institution, the claims of
depositors of the institution (including the claims of the FDIC as subrogee of insured depositors)
and certain claims for administrative expenses of the FDIC as a receiver will have priority over
other general unsecured claims against the institution. If an insured depository institution fails,
insured and uninsured depositors, along with the FDIC, will have priority in payment ahead of
unsecured, nondeposit creditors, including the Parent, with respect to any extensions of credit
they have made to such insured depository institution.
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Liability of Commonly Controlled Institutions. All of the Companys subsidiary banks are insured
by the FDIC. FDIC-insured depository institutions can be held liable for any loss incurred, or
reasonably expected to be incurred, by the FDIC due to the default of an FDIC-insured depository
institution controlled by the same bank holding company, and for any assistance provided by the
FDIC to an FDIC-insured depository institution that is in danger of default and that is controlled
by the same bank holding company. Default means generally the appointment of a conservator or
receiver. In danger of default means generally the existence of certain conditions indicating
that a default is likely to occur in the absence of regulatory assistance.
Capital Requirements
We are subject to regulatory capital requirements and guidelines imposed by the FRB, which are
substantially similar to those imposed by the OCC and the FDIC on depository institutions within
their jurisdictions. Under these guidelines, a depository institutions or a holding companys
assets and certain specified off-balance sheet commitments and obligations are assigned to various
risk categories. A depository institutions or holding companys capital, in turn, is classified
into one of three tiers. Tier 1 capital includes common equity, noncumulative perpetual preferred
stock, a limited amount of cumulative perpetual preferred stock at the holding company level, and
minority interests in equity accounts of consolidated subsidiaries, less goodwill and certain other
deductions. Tier 2 capital includes, among other things, perpetual preferred stock not qualified as
Tier 1 capital, subordinated debt, and allowances for loan and lease losses, subject to certain
limitations. Tier 3 capital includes qualifying unsecured subordinated debt. At least one-half of a
banks total capital must qualify as Tier 1 capital.
National banks and bank holding companies currently are required to maintain Tier 1 capital and the
sum of Tier 1 and Tier 2 capital equal to at least 4% and 8%, respectively, of their total
risk-weighted assets (including certain off-balance sheet items, such as standby letters of
credit). The federal bank regulatory agencies may, however, set higher capital requirements for an
individual bank or when a banks particular circumstances warrant. The FRB may also set higher
capital requirements for holding companies whose circumstances warrant it. For example, holding
companies experiencing internal growth or making acquisitions are expected to maintain strong
capital positions substantially above the minimum supervisory levels, without significant reliance
on intangible assets. Also, the FRB considers a tangible Tier 1 leverage ratio (deducting all
intangibles) and other indications of capital strength in evaluating proposals for expansion or
engaging in new activities.
Effective April 1, 2002, the FRB, OCC and FDIC issued new rules that establish minimum capital
requirements for equity investments in nonfinancial companies. These rules impose a capital charge
that increases incrementally as the level of nonfinancial equity investments increases relative to
Tier 1 capital. These capital charges range from Tier 1 capital charges of 8% to 25% of the
adjusted carrying value of the nonfinancial equity investments.
The FRB, OCC and FDIC rules also require us to incorporate market and interest rate risk components
into our regulatory capital computations. Under the market risk requirements, capital is allocated
to support the amount of market risk related to a financial institutions ongoing trading
activities.
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In June 2004, the Basel Committee on Bank Supervision published new international guidelines for
determining regulatory capital that are designed to be more risk sensitive than the existing
framework and to promote enhanced risk management practices among large, internationally active
banking organizations. The United States federal bank regulatory agencies each approved a final
rule similar to the international guidelines in November 2007. This new advance capital adequacy
framework is known as Basel II, and is intended to more closely align regulatory capital
requirements with actual risks. Basel II incorporates three pillars that address (a) capital
adequacy, (b) supervisory review, which relates to the computation of capital and internal
assessment processes, and (c) market discipline, through increased disclosure requirements.
Embodied within these pillars are aspects of risk strategy, measurement and management that relate
to credit risk, market risk, and operational risk. Banking organizations are required to enhance
the measurement and management of those risks through the use of advanced approaches for
calculating risk-based capital requirements. Under the final rule, banks subject to the rule must
develop an implementation plan within six months of the rules effective date with the transitional
period for capital calculation to begin within 36 months of the effective date of the final rule.
Basel II includes safeguards that include a requirement that banking organizations conduct a
parallel run over a period of four consecutive calendar quarters for measuring regulatory capital
under the new regulatory capital rules and the existing general risk-based capital rules before
solely operating under the Basel II framework; a requirement that an institution satisfactorily
complete a series of transitional periods before operating under Basel II without floors; and a
commitment by the federal bank regulatory agencies to conduct ongoing analysis of the framework to
ensure Basel II is working as intended. The first possible year for a bank to begin its parallel
run is 2008. Following a successful parallel run period, a banking organization would have to
progress through three transitional periods (each lasting at least one year), during which there
would be floors on potential declines in risk-based capital requirements as calculated under the
current rules. Those transitional floors provide for maximum cumulative reductions of required
risk-based capital of 5% during the first year of implementation, 10% in the second year and 15% in
the third year. 2009 is the first possible year a bank may begin its first of the three
transitional floor periods. A banking organization will need approval from its primary Federal
regulator to move into each of the transitional floor periods, and at the end of the third
transitional floor period to move to full implementation. We continue to analyze the Basel II
capital standards and have established a project management infrastructure to address and meet the
new regulations.
In addition, the federal bank regulatory agencies have established minimum leverage (Tier 1 capital
to adjusted average total assets) guidelines for banks within their regulatory jurisdiction. These
guidelines provide for a minimum leverage ratio of 3% for banks that meet certain specified
criteria, including excellent asset quality, high liquidity, low interest rate exposure and the
highest regulatory rating. Institutions not meeting these criteria are required to maintain a
leverage ratio of 4%. Our Tier 1 and total risk-based capital ratios and leverage ratio as of
December 31, 2007 are included in Note 26 (Regulatory and Agency Capital Requirements) to Financial
Statements included in the 2007 Annual Report to Stockholders.
From time to time, the FRB and the Federal Financial Institutions Examination Council (FFIEC)
propose changes and amendments to, and issue interpretations of, risk-based capital guidelines and
related reporting instructions. Such proposals or interpretations could, if implemented in the
future, affect our reported capital ratios and net risk-adjusted assets.
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As an additional means to identify problems in the financial management of depository institutions,
the FDI Act requires federal bank regulatory agencies to establish certain non-capital safety and
soundness standards for institutions for which they are the primary federal regulator. The
standards relate generally to operations and management, asset quality, interest rate exposure and
executive compensation. The agencies are authorized to take action against institutions that fail
to meet such standards.
The FDI Act requires federal bank regulatory agencies to take prompt corrective action with
respect to FDIC-insured depository institutions that do not meet minimum capital requirements. A
depository institutions treatment for purposes of the prompt corrective action provisions will
depend upon how its capital levels compare to various capital measures and certain other factors,
as established by regulation.
Deposit Insurance Assessments
Our bank subsidiaries, including Wells Fargo Bank, N.A., are members of the Deposit Insurance Fund
(DIF) maintained by the FDIC. Through the DIF, the FDIC insures the deposits of our banks up to
prescribed limits for each depositor. The DIF was formed March 31, 2006, upon the merger of the
Bank Insurance Fund and the Savings Insurance Fund in accordance with the Federal Deposit Insurance
Reform Act of 2005. The Act established a range of 1.15% to 1.50% within which the FDIC Board of
Directors may set the Designated Reserve Ratio (DRR). The current target DRR is 1.25%. However, the
Act has eliminated the restrictions on premium rates based on the DRR and grants the FDIC Board the
discretion to price deposit insurance according to risk for all insured institutions regardless of
the level of the reserve ratio.
To maintain the DIF, member institutions are assessed an insurance premium based on their deposits
and their institutional risk category. The FDIC determines an institutions risk category by
combining its supervisory ratings with its financial ratios and other risk measures. For large
institutions (assets of $10 billion or more), the FDIC generally determines risk by combining
supervisory ratings with the institutions long-term debt issuer ratings. The FDIC has established
four risk categories, with assessment rates for 2007 ranging from a minimum of 5 cents per $100 of
domestic deposits for well managed, well capitalized banks with the highest credit ratings, to 43
cents for institutions posing the most risk to the DIF. The FDIC may increase or decrease the
assessment rate schedule quarterly.
To offset assessments, a member institution may apply certain one time credits, based on the
institutions (or its successors) assessment base as of the end of 1996. An institution may apply
available credits up to 100% of assessments in 2007, and up to 90% of assessments in each of 2008,
2009 and 2010. Based on available credits, we did not incur a significant increase in total deposit
insurance expense in 2007 under the new assessment schedule. There is no assurance that after 2007
we will have sufficient credits to apply to deposit insurance assessments or that our assessment
rate will not increase significantly, which, depending on the extent of change, could have a
material adverse effect on our earnings.
The FDIC may terminate a depository institutions deposit insurance upon a finding that the
institutions financial condition is unsafe or unsound or that the institution has engaged in
unsafe or unsound practices or has violated any applicable rule, regulation, order or condition
enacted or imposed by the institutions regulatory agency. The termination of deposit insurance for
one or
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more of our bank subsidiaries could have a material adverse effect on our earnings, depending on
the collective size of the particular banks involved.
All FDIC-insured depository institutions must also pay an annual assessment to interest payments on
bonds issued by the Financing Corporation, a federal corporation chartered under the authority of
the Federal Housing Finance Board. The bonds (commonly referred to as FICO bonds) were issued to
capitalize the Federal Savings and Loan Insurance Corporation. FDIC-insured depository institutions
paid approximately 1.14 to 1.22 cents per $100 of assessable deposits in 2007. The FDIC established
the FICO assessment rate effective for the first quarter of 2008 at approximately 1.14 cents
annually per $100 of assessable deposits. This separate FICO assessment cannot be offset with any
one time credits.
Fiscal and Monetary Policies
Our business and earnings are affected significantly by the fiscal and monetary policies of the
federal government and its agencies. We are particularly affected by the policies of the FRB, which
regulates the supply of money and credit in the United States. Among the instruments of monetary
policy available to the FRB are (a) conducting open market operations in United States government
securities, (b) changing the discount rates of borrowings of depository institutions, (c) imposing
or changing reserve requirements against depository institutions deposits, and (d) imposing or
changing reserve requirements against certain borrowings by banks and their affiliates. These
methods are used in varying degrees and combinations to directly affect the availability of bank
loans and deposits, as well as the interest rates charged on loans and paid on deposits. The
policies of the FRB may have a material effect on our business, results of operations and financial
condition.
Privacy Provisions of the Gramm-Leach-Bliley Act and Restrictions on Cross-Selling
Federal banking regulators, as required under the Gramm-Leach-Bliley Act (the GLB Act), have
adopted rules limiting the ability of banks and other financial institutions to disclose nonpublic
information about consumers to nonaffiliated third parties. The rules require disclosure of privacy
policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain
personal information to nonaffiliated third parties. The privacy provisions of the GLB Act affect
how consumer information is transmitted through diversified financial services companies and
conveyed to outside vendors.
Federal financial regulators have issued regulations under the Fair and Accurate Credit
Transactions Act (the FACT Act) which have the effect of increasing the length of the waiting
period, after privacy disclosures are provided to new customers, before information can be shared
among different Wells Fargo companies for the purpose of cross-selling Wells Fargos products and
services. This may result in certain cross-sell programs being less effective than they have been
in the past. Wells Fargo must comply with these regulations no later than October 1, 2008.
Sarbanes-Oxley Act of 2002
The Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley) implemented a broad range of corporate governance
and accounting measures to increase corporate responsibility, to provide for
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enhanced penalties for accounting and auditing improprieties at publicly traded companies, and to
protect investors by improving the accuracy and reliability of disclosures under federal securities
laws. We are subject to Sarbanes-Oxley because we are required to file periodic reports with the
SEC under the Securities and Exchange Act of 1934. Among other things, Sarbanes-Oxley and/or its
implementing regulations have established new membership requirements and additional
responsibilities for our audit committee, imposed restrictions on the relationship between us and
our outside auditors (including restrictions on the types of non-audit services our auditors may
provide to us), imposed additional responsibilities for our external financial statements on our
chief executive officer and chief financial officer, expanded the disclosure requirements for our
corporate insiders, required our management to evaluate our disclosure controls and procedures and
our internal control over financial reporting, and required our auditors to issue a report on our
internal control over financial reporting. The NYSE has imposed a number of new corporate
governance requirements as well.
Patriot Act
The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001 (Patriot Act) is intended to strengthen the ability of U.S. law
enforcement agencies and intelligence communities to work together to combat terrorism on a variety
of fronts. The Patriot Act has significant implications for depository institutions, brokers,
dealers and other businesses involved in the transfer of money. The Patriot Act requires us to
implement new or revised policies and procedures relating to anti-money laundering, compliance,
suspicious activities, and currency transaction reporting and due diligence on customers. The
Patriot Act also requires federal bank regulators to evaluate the effectiveness of an applicant in
combating money laundering in determining whether to approve a proposed bank acquisition.
Future Legislation
Various legislation, including proposals to change substantially the financial institution
regulatory system, is from time to time introduced in Congress. This legislation may change banking
statutes and our operating environment in substantial and unpredictable ways. If enacted, this
legislation could increase or decrease the cost of doing business, limit or expand permissible
activities or affect the competitive balance among banks, savings associations, credit unions, and
other financial institutions. We cannot predict whether any of this potential legislation will be
enacted and, if enacted, the effect that it, or any implementing regulations, would have on our
business, results of operations or financial condition.
ADDITIONAL INFORMATION
Additional information in response to this Item 1 can be found in the 2007 Annual Report to
Stockholders under Financial Review on pages 34-71 and under Financial Statements on pages
74-129. That information is incorporated into this report by reference.
10
Information in response to this Item 1A can be found in this report on pages 2-10 and in the 2007
Annual Report to Stockholders under Financial Review Risk Factors on pages 66-71. That
information is incorporated into this report by reference.
|
|
|
ITEM 1B. |
|
UNRESOLVED STAFF COMMENTS |
Not applicable.
We own our corporate headquarters building in San Francisco, California. We also own administrative
facilities in Anchorage, Alaska; Chandler, Phoenix, and Tempe, Arizona; San Francisco, California;
Minneapolis and Shoreview, Minnesota; Billings, Montana; Albuquerque, New Mexico; Portland, Oregon;
Sioux Falls, South Dakota; and Salt Lake City, Utah. In addition, we lease office space for various
administrative departments in major locations in Arizona, California, Colorado, Minnesota, Oregon,
Texas and Utah.
As of December 31, 2007, we provided banking, insurance, investments, mortgage and consumer finance
from almost 6,000 stores under various types of ownership and leasehold agreements. We own the
Wells Fargo Home Mortgage (Home Mortgage) headquarters in West Des Moines, Iowa and
operations/servicing centers in Springfield, Illinois; West Des Moines, Iowa; and Minneapolis,
Minnesota. We lease administrative space for Home Mortgage in Tempe, Arizona; San Bernardino,
California; Des Moines, Iowa; Frederick, Maryland; Minneapolis, Minnesota; St. Louis, Missouri;
Fort Mill, South Carolina; and all mortgage production offices nationwide. We own the Wells Fargo
Financial, Inc. (WFFI) headquarters and six administrative buildings in Des Moines, Iowa, and an
operations center in Sioux Falls, South Dakota. We lease administrative space for WFFI in Tempe,
Arizona; Lake Mary, Florida; Des Moines, Iowa; Kansas City, Kansas; Greenbelt, Maryland;
Minneapolis, Minnesota; Las Vegas, Nevada; Mississauga, Ontario; Bethlehem and Philadelphia,
Pennsylvania; San Juan, Puerto Rico; Aberdeen, South Dakota; and all store locations.
We are also a joint venture partner in an office building in downtown Minneapolis, Minnesota.
ADDITIONAL INFORMATION
Additional information in response to this Item 2 can be found in the 2007 Annual Report to
Stockholders under Financial Statements Notes to Financial Statements Note 7 (Premises,
Equipment, Lease Commitments and Other Assets) on page 91. That information is incorporated into
this report by reference.
|
|
|
ITEM 3. |
|
LEGAL PROCEEDINGS |
Information in response to this Item 3 can be found in the 2007 Annual Report to Stockholders under
Financial Statements Notes to Financial Statements Note 15 (Guarantees and Legal Actions)
on page 100. That information is incorporated into this report by reference.
11
|
|
|
ITEM 4. |
|
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
Not applicable.
EXECUTIVE
OFFICERS OF THE REGISTRANT
Information
relating to the Companys executive officers is included in
Item 10 of this report.
PART II
|
|
|
ITEM 5. |
|
MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES |
MARKET INFORMATION
The Companys common stock is listed on the New York Stock Exchange. The Quarterly Financial Data
table on page 130 of the 2007 Annual Report to Stockholders provides the quarterly prices of, and
quarterly dividends paid on, the Companys common stock for the two-year period ended December 31,
2007, and is incorporated herein by reference. Prices shown represent the daily high and low and
the quarter-end sale prices of the Companys common stock as reported on the New York Stock
Exchange Composite Transaction Reporting System for the periods indicated. At January 31, 2008,
there were 91,462 holders of record of the Companys common stock.
DIVIDENDS
The dividend restrictions discussions on pages 4-5 of this report and in the 2007 Annual Report to
Stockholders under Financial Statements Notes to Financial Statements Note 3 (Cash, Loan and
Dividend Restrictions) on page 85 are incorporated into this report by reference.
12
REPURCHASES OF COMMON STOCK
The following table shows Companys repurchases of its common stock for each calendar month in the
quarter ended December 31, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum number of |
|
|
|
Total number |
|
|
|
|
|
|
shares that may yet |
|
|
|
of shares |
|
|
Weighted-average |
|
|
be repurchased under |
|
Calendar month |
|
repurchased(1) |
|
|
price paid per share |
|
|
the authorizations |
|
|
|
|
17,774,260 |
|
|
$ |
33.83 |
|
|
|
31,660,056 |
|
|
|
|
63,645,200 |
|
|
|
31.49 |
|
|
|
43,014,856 |
|
|
|
|
1,503,623 |
|
|
|
31.74 |
|
|
|
41,511,233 |
|
Total |
|
|
82,923,083 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
All shares were repurchased under two authorizations covering up to 50 million and 75
million shares of common stock approved by the Board of Directors and publicly announced by
the Company on August 6, 2007, and November 7, 2007, respectively. Unless modified or revoked
by the Board, the authorizations do not expire. |
|
|
|
ITEM 6. |
|
SELECTED FINANCIAL DATA |
Information in response to this Item 6 can be found in the 2007 Annual Report to Stockholders under
Financial Review in Table 1 on page 36. That information is incorporated into this report by
reference.
|
|
|
ITEM 7. |
|
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Information in response to this Item 7 can be found in the 2007 Annual Report to Stockholders under
Financial Review on pages 34-71. That information is incorporated into this report by reference.
|
|
|
ITEM 7A. |
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Information in response to this Item 7A can be found in the 2007 Annual Report to Stockholders
under Financial Review Risk Management Asset/Liability and Market Risk Management on pages
60-63. That information is incorporated into this report by reference.
|
|
|
ITEM 8. |
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
Information in response to this Item 8 can be found in the 2007 Annual Report to Stockholders under
Financial Statements on pages 74-129 and under Quarterly Financial Data on page 130. That
information is incorporated into this report by reference.
13
|
|
|
ITEM 9. |
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
Not applicable.
|
|
|
ITEM 9A. |
|
CONTROLS AND PROCEDURES |
Information in response to this Item 9A can be found in the 2007 Annual Report to Stockholders
under Controls and Procedures on pages 72-73. That information is incorporated into this report
by reference.
|
|
|
ITEM 9B. |
|
OTHER INFORMATION |
Not applicable.
PART III
|
|
|
ITEM 10. |
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
EXECUTIVE OFFICERS OF THE REGISTRANT
Howard I. Atkins (age 57)
Senior Executive Vice President and Chief Financial Officer since August 2005;
Executive Vice President and Chief Financial Officer from August 2001 to August 2005.
Mr. Atkins has served with the Company for 6 years.
David A. Hoyt (age 52)
Senior Executive Vice President since August 2005;
Group Executive Vice President (Wholesale Banking) from November 1998 to August
2005.
Mr. Hoyt has served with the Company or its predecessors for 26 years.
Richard M. Kovacevich (age 64)
Chairman since June 2007;
Chairman and Chief Executive Officer from August 2005 to June 2007;
Chairman, President and Chief Executive Officer from April 2001 to August 2005.
Mr. Kovacevich has served with the Company or its predecessors for 22 years.
Richard D. Levy (age 50)
Executive Vice President and Controller since February 2007;
Senior Vice President and Controller from September 2002 to February 2007;
Senior Vice President and Controller of New York Life Insurance Company from September 1997
to August 2002.
Mr. Levy has served with the Company for 5 years.
14
Michael J. Loughlin (age 52)
Executive Vice President (Chief Credit Officer) since April 2006;
Deputy Chief Credit Officer from January 2006 to April 2006;
Executive Vice President of Wells Fargo Bank, N.A. from May 2000 to April 2006.
Mr. Loughlin has served with the Company or its predecessors for 26 years.
Mark C. Oman (age 53)
Senior Executive Vice President since August 2005;
Group Executive Vice President (Home and Consumer Finance) from September 2002 to
August 2005;
Group Executive Vice President (Mortgage and Home Equity) from November 1998 to
August 2002;
Chairman of Wells Fargo Home Mortgage, Inc. (formerly known as Norwest Mortgage, Inc.)
February 1997 until
the
merger with Wells Fargo Bank, N.A. in May 2004.
Mr. Oman has served with the Company or its predecessors for 28 years.
James M. Strother (age 56)
Executive Vice President and General Counsel since January 2004;
Deputy General Counsel from June 2001 to December 2003.
Mr. Strother has served with the Company or its predecessors for 21 years.
John G. Stumpf (age 54)
President and Chief Executive Officer since June 2007;
President and Chief Operating Officer from August 2005 to June 2007;
Group Executive Vice President (Community Banking) from July 2002 to August 2005.
Mr. Stumpf has served with the Company or its predecessors for 26 years.
Carrie L. Tolstedt (age 48)
Senior Executive Vice President (Community Banking) since June 2007;
Group Executive Vice President (Regional Banking) from July 2002 to June 2007.
Ms. Tolstedt has served with the Company or its predecessors for 18 years.
Julie M. White (age 53)
Group Executive Vice President (Human Resources) since June 2007;
Executive Vice President (Human Resources Wells Fargo Home and Consumer Finance Group) from March 1998
to June 2007.
Ms. White has served with the Company or its predecessors for 21 years.
There is no family relationship between any of the Companys executive officers or directors. All
executive officers serve at the pleasure of the Board of Directors.
15
AUDIT COMMITTEE INFORMATION
The Audit and Examination Committee is a standing audit committee of the Board of Directors
established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The
Committee has seven members: Lloyd H. Dean, Enrique Hernandez, Jr., Robert L. Joss, Cynthia H.
Milligan, Nicholas G. Moore, Philip J. Quigley and Susan G. Swenson. Each member is independent, as
independence for audit committee members is defined by New York Stock Exchange rules. The Board of
Directors has determined, in its business judgment, that each member of the Committee is
financially literate, as required by New York Stock Exchange rules, and that each qualifies as an
audit committee financial expert as defined by Securities and Exchange Commission regulations.
CODE OF ETHICS AND BUSINESS CONDUCT
The Companys Code of Ethics and Business Conduct for team members (including executive officers),
Director Code of Ethics, the Companys corporate governance guidelines, and the charters for the
Audit and Examination, Governance and Nominating, Human Resources, Credit, and Finance Committees
are available at www.wellsfargo.com (select About Us, then Corporate Governance). This
information is also available in print to any stockholder upon written request to the Office of the
Secretary, Wells Fargo & Company, MAC N9305-173, Wells Fargo Center, Sixth and Marquette,
Minneapolis, Minnesota 55479.
ADDITIONAL INFORMATION
Additional information in response to this Item 10 can be found in the 2008 Proxy Statement under
Ownership of Our Common Stock Section 16(a) Beneficial Ownership Reporting Compliance and
Item 1 Election of Directors Director Nominees for Election and Other Matters Relating
to Directors. That information is incorporated into this report by reference.
|
|
|
ITEM 11. |
|
EXECUTIVE COMPENSATION |
Information in response to this Item 11 can be found in the 2008 Proxy Statement under Item 1
Election of Directors Compensation Committee Interlocks and Insider Participation and
Director Compensation, under Executive Compensation (other than Human Resources Committee
Executive Compensation Process and Procedures) and under Information About Related Persons
Related Person Transactions. That information is incorporated into this report by reference.
|
|
|
ITEM 12. |
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS |
Information in response to this Item 12 can be found in the 2008 Proxy Statement under Ownership
of Our Common Stock and under Equity Compensation Plan Information. That information is
incorporated into this report by reference.
16
|
|
|
ITEM 13. |
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
Information in response to this Item 13 can be found in the 2008 Proxy Statement under Corporate
Governance Director Independence and under Information About Related Persons. That
information is incorporated into this report by reference.
|
|
|
ITEM 14. |
|
PRINCIPAL ACCOUNTING FEES AND SERVICES |
Information in response to this Item 14 can be found in the 2008 Proxy Statement under Item 2
Appointment of Independent Auditors KPMG Fees and Audit and Examination Committee
Pre-Approval Policies and Procedures. That information is incorporated into this report by
reference.
PART IV
|
|
|
ITEM 15. |
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES |
1. FINANCIAL STATEMENTS
The Companys consolidated financial statements, include the notes thereto, and the report of the
independent registered public accounting firm thereon, are set forth on pages 74 through 129 of the
2007 Annual Report to Stockholders, incorporated herein by reference.
2. FINANCIAL STATEMENT SCHEDULES
All financial statement schedules for the Company have been included in the consolidated financial
statements or the related footnotes, or are either inapplicable or not required.
3. EXHIBITS
A list of exhibits to this Form 10-K is set forth on the Exhibit Index immediately preceding such
exhibits and is incorporated into this report by reference.
Stockholders may obtain a copy of any of the following exhibits, upon payment of a reasonable fee,
by writing to Wells Fargo & Company, Office of the Secretary, Wells Fargo Center, N9305-173, Sixth
and Marquette, Minneapolis, Minnesota 55479.
The Companys SEC file number is 001-2979. On and before November 2, 1998, the Company filed
documents with the SEC under the name Norwest Corporation. The former Wells Fargo & Company filed
documents under SEC file number 001-6214.
17
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, on February 29, 2008.
|
|
|
|
|
|
WELLS FARGO & COMPANY
|
|
|
By: |
/s/ JOHN G. STUMPF |
|
|
|
John G. Stumpf |
|
|
|
President and Chief Executive Officer |
|
|
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 and on the dates
indicated.
|
|
|
|
|
|
|
|
|
By: |
/s/ HOWARD I. ATKINS |
|
|
|
Howard I. Atkins |
|
|
|
Senior Executive Vice President and Chief Financial Officer
(Principal Financial Officer) February 29, 2008 |
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ RICHARD D. LEVY |
|
|
|
Richard D. Levy |
|
|
|
Executive Vice President and Controller
(Principal Accounting Officer) February 29, 2008 |
|
|
The Directors of Wells Fargo & Company listed below have duly executed powers of attorney
empowering Philip J. Quigley to sign this document on their behalf.
|
|
|
|
|
|
|
John S. Chen
|
|
Nicholas G. Moore |
|
|
Lloyd H. Dean
|
|
Donald B. Rice |
|
|
Susan E. Engel
|
|
Judith M. Runstad |
|
|
Enrique Hernandez, Jr.
|
|
Stephen W. Sanger |
|
|
Robert L. Joss
|
|
John G. Stumpf |
|
|
Richard M. Kovacevich
|
|
Susan G. Swenson |
|
|
Richard D. McCormick
|
|
Michael W. Wright |
|
|
Cynthia H. Milligan |
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ PHILIP J. QUIGLEY |
|
|
|
Philip J. Quigley |
|
|
|
Director and Attorney-in-fact February 29, 2008 |
|
|
18
EXHIBIT INDEX
|
|
|
|
|
Exhibit |
|
|
|
|
Number |
|
Description |
|
Location |
|
|
|
|
|
3(a)
|
|
Restated Certificate of Incorporation.
|
|
Incorporated by
reference to
Exhibit 3.1 to the
Companys Current
Report on Form 8-K
filed September 28,
2006. |
|
|
|
|
|
3(b)
|
|
Certificate of Designations for the Companys 2007
ESOP Cumulative Convertible Preferred Stock.
|
|
Incorporated by
reference to
Exhibit 3(a) to the
Companys Current
Report on Form 8-K
filed March 19,
2007. |
|
|
|
|
|
3(c)
|
|
Certificate Eliminating the Certificate of
Designations for the Companys 1997 ESOP Cumulative
Convertible Preferred Stock.
|
|
Incorporated by
reference to
Exhibit 3(b) to the
Companys Current
Report on Form 8-K
filed March 19,
2007. |
|
|
|
|
|
3(d)
|
|
By-Laws.
|
|
Incorporated by
reference to
Exhibit 3 to the
Companys Current
Report on Form 8-K
filed December 4,
2006. |
|
|
|
|
|
4(a)
|
|
See Exhibits 3(a) through 3(d). |
|
|
|
|
|
|
|
4(b)
|
|
The Company agrees to furnish upon request to the
Commission a copy of each instrument defining the
rights of holders of senior and subordinated debt of
the Company. |
|
|
|
|
|
|
|
10(a)* |
|
Long-Term Incentive Compensation Plan.
|
|
Incorporated by
reference to
Exhibit 10 to the
Companys Current
Report on Form 8-K
filed May 2, 2005. |
|
|
|
|
|
|
|
Amendment to Long-Term Incentive Compensation Plan,
effective August 1, 2005.
|
|
Incorporated by
reference to
Exhibit 10(a) to
the Companys
Quarterly Report on
Form 10-Q for the
quarter ended
September 30, 2005. |
|
|
|
|
|
|
|
Amendment to Long-Term Incentive Compensation Plan,
effective August 4, 2006.
|
|
Incorporated by
reference to
Exhibit 10(a) to
the Companys
Quarterly Report on
Form 10-Q for the
quarter ended
September 30, 2006. |
|
|
|
|
|
|
|
Amendment to Long-Term Incentive Compensation Plan,
effective January 1, 2007.
|
|
Incorporated by
reference to
Exhibit 10(a) to
the Companys
Quarterly Report on
Form 10-Q for the
quarter ended March
31, 2007. |
|
|
|
|
|
|
|
Amendment to Long-Term Incentive Compensation Plan,
effective February 28, 2007.
|
|
Incorporated by
reference to
Exhibit 10(a) to
the Companys
Annual Report on
Form 10-K for the
year ended December
31, 2006. |
|
|
|
|
|
|
|
Amendments to Long-Term Incentive Compensation Plan,
effective January 1, 2008.
|
|
Filed herewith. |
|
|
|
|
|
|
|
Action of Human Resources Committee Specifying Fair
Market Value for February 27, 2007 Option Grants
Under the Long-Term Incentive Compensation Plan and
for Option Exercises Involving a Market Transaction.
|
|
Incorporated by
reference to
Exhibit 10(a) to
the Companys
Annual Report on
Form 10-K for the
year ended December
31, 2006. |
|
|
|
|
|
|
|
Forms of Award Term Sheet for grants of restricted
share rights.
|
|
Incorporated by
reference to
Exhibit 10(a) to
the Companys
Annual Report on
Form 10-K for the
year ended December
31, 1999. |
|
|
|
* |
|
Management contract or compensatory plan or arrangement |
19
|
|
|
|
|
Exhibit |
|
|
|
|
Number |
|
Description |
|
Location |
|
|
|
|
|
10(a)*
|
|
Forms of Non-Qualified Stock Option Agreement for
executive officers: |
|
|
|
|
|
|
|
|
|
For
grant to Richard M. Kovacevich on February 26, 2008;
|
|
Filed herewith. |
|
|
|
|
|
|
|
For
grants on and after November 27, 2007;
|
|
Filed herewith. |
|
|
|
|
|
|
|
For grants on and after February 28, 2006, but prior
to November 27, 2007;
|
|
Incorporated by
reference to
Exhibit 10(a) to
the Companys
Current Report on
Form 8-K filed
March 6, 2006. |
|
|
|
|
|
|
|
For
grants on August 1, 2005;
|
|
Incorporated by
reference to
Exhibit 10 to the
Companys Current
Report on Form 8-K
filed August 1,
2005. |
|
|
|
|
|
|
|
For
grants in 2004 and on February 22, 2005;
|
|
Incorporated by
reference to
Exhibit 10(a) to
the Companys
Annual Report on
Form 10-K for the
year ended December
31, 2004. |
|
|
|
|
|
|
|
For
grants after November 2, 1998, through 2003; and
|
|
Incorporated by
reference to
Exhibit 10(a) to
the Companys
Annual Report on
Form 10-K for the
year ended December
31, 1998. |
|
|
|
|
|
|
|
For
grants on or before November 2, 1998.
|
|
Incorporated by
reference to
Exhibit 10(a) to
the Companys
Annual Report on
Form 10-K for the
year ended December
31, 1997. |
|
|
|
|
|
10(b)*
|
|
Long-Term Incentive Plan.
|
|
Incorporated by
reference to
Exhibit A to the
former Wells
Fargos Proxy
Statement filed
March 14, 1994. |
|
|
|
|
|
10(c)*
|
|
Wells Fargo Bonus Plan.
|
|
Incorporated by
reference to
Exhibit 10(a) to
the Companys
Quarterly Report on
Form 10-Q for the
quarter ended March
31, 2006. |
|
|
|
|
|
10(d)*
|
|
Performance-Based Compensation Policy.
|
|
Incorporated by
reference to
Exhibit 10(d) to
the Companys
Annual Report on
Form 10-K for the
year ended December
31, 2004. |
|
|
|
|
|
10(e)*
|
|
Deferred Compensation Plan.
|
|
Incorporated by
reference to
Exhibit 10(f) to
the Companys
Quarterly Report on
Form 10-Q for the
quarter ended
September 30, 2003. |
|
|
|
|
|
|
|
Amendment to Deferred Compensation Plan, effective
August 1, 2005.
|
|
Incorporated by
reference to
Exhibit 10(b) to
the Companys
Quarterly Report on
Form 10-Q for the
quarter ended
September 30, 2005. |
|
|
|
|
|
|
|
Amendment to Deferred Compensation Plan, effective
September 26, 2006.
|
|
Incorporated by
reference to
Exhibit 10(b) to
the Companys
Quarterly Report on
Form 10-Q for the
quarter ended
September 30, 2006. |
|
|
|
|
|
|
|
Amendment to Deferred Compensation Plan, effective
January 1, 2007.
|
|
Incorporated by
reference to
Exhibit 10(f) to
the Companys
Quarterly Report on
Form 10-Q for the
quarter ended March
31, 2007. |
|
|
|
|
|
10(f)*
|
|
Directors Stock Compensation and Deferral Plan.
|
|
Filed herewith. |
|
|
|
|
|
|
|
Amendment to Directors Stock Compensation and
Deferral Plan, effective January 22, 2008.
|
|
Filed herewith. |
20
|
|
|
|
|
Exhibit |
|
|
|
|
Number |
|
Description |
|
Location |
|
|
|
|
|
10(f)*
|
|
Action of Governance and Nominating Committee
Increasing Amount of Formula Stock and Option Awards
Under Directors Stock Compensation and Deferral Plan,
effective January 1, 2007.
|
|
Incorporated by
reference to
Exhibit 10(f) to
the Companys
Annual Report on
Form 10-K for the
year ended December
31, 2006. |
|
|
|
|
|
10(g)*
|
|
1990 Director Option Plan for directors of the former
Wells Fargo.
|
|
Incorporated by
reference to
Exhibit 10(c) to
the former Wells
Fargos Annual
Report on Form 10-K
for the year ended
December 31, 1997. |
|
|
|
|
|
10(h)*
|
|
1987 Director Option Plan for directors of the former
Wells Fargo; and
|
|
Incorporated by
reference to
Exhibit A to the
former Wells
Fargos Proxy
Statement filed
March 10, 1995. |
|
|
|
|
|
|
|
Amendment to 1987 Director Option Plan, effective
September 16, 1997.
|
|
Incorporated by
reference to
Exhibit 10 to the
former Wells
Fargos Quarterly
Report on Form 10-Q
for the quarter
ended September 30,
1997. |
|
|
|
|
|
10(i)*
|
|
Deferred Compensation Plan for Non-Employee Directors
of the former Norwest.
|
|
Incorporated by
reference to
Exhibit 10(c) to
the Companys
Quarterly Report on
Form 10-Q for the
quarter ended
September 30, 1999. |
|
|
|
|
|
|
|
Amendment to Deferred Compensation Plan for
Non-Employee Directors, effective November 1, 2000.
|
|
Filed as paragraph
(4) of Exhibit
10(ff) to the
Companys Annual
Report on Form 10-K
for the year ended
December 31, 2000. |
|
|
|
|
|
|
|
Amendment to Deferred Compensation Plan for
Non-Employee Directors, effective January 1, 2004.
|
|
Incorporated by
reference to
Exhibit 10(a) to
the Companys
Quarterly Report on
Form 10-Q for the
quarter ended
September 30, 2003. |
|
|
|
|
|
10(j)*
|
|
Directors Stock Deferral Plan for directors of the
former Norwest.
|
|
Incorporated by
reference to
Exhibit 10(d) to
the Companys
Quarterly Report on
Form 10-Q for the
quarter ended
September 30, 1999. |
|
|
|
|
|
|
|
Amendment to Directors Stock Deferral Plan,
effective November 1, 2000.
|
|
Filed as paragraph
(5) of Exhibit
10(ff) to the
Companys Annual
Report on Form 10-K
for the year ended
December 31, 2000. |
|
|
|
|
|
|
|
Amendment to Directors Stock Deferral Plan,
effective January 1, 2004.
|
|
Incorporated by
reference to
Exhibit 10(c) to
the Companys
Quarterly Report on
Form 10-Q for the
quarter ended
September 30, 2003. |
|
|
|
|
|
10(k)*
|
|
Directors Formula Stock Award Plan for directors of
the former Norwest.
|
|
Incorporated by
reference to
Exhibit 10(e) to
the Companys
Quarterly Report on
Form 10-Q for the
quarter ended
September 30, 1999. |
|
|
|
|
|
|
|
Amendment to Directors Formula Stock Award Plan,
effective November 1, 2000.
|
|
Filed as paragraph
(6) of Exhibit
10(ff) to the
Companys Annual
Report on Form 10-K
for the year ended
December 31, 2000. |
|
|
|
|
|
|
|
Amendment to Directors Formula Stock Award Plan,
effective January 1, 2004.
|
|
Incorporated by
reference to
Exhibit 10(b) to
the Companys
Quarterly Report on
Form 10-Q for the
quarter ended
September 30, 2003. |
|
|
|
|
|
10(l)*
|
|
Deferral Plan for Directors of the former Wells Fargo.
|
|
Incorporated by
reference to
Exhibit 10(b) to
the former Wells
Fargos Annual
Report on Form 10-K
for the year ended
December 31, 1997. |
21
|
|
|
|
|
Exhibit |
|
|
|
|
Number |
|
Description |
|
Location |
|
|
|
|
|
10(l)*
|
|
Amendment
to Deferral Plan, effective January 1, 2004.
|
|
Incorporated by
reference to
Exhibit 10(d) to
the Companys
Quarterly Report on
Form 10-Q for the
quarter ended
September 30, 2003. |
|
|
|
|
|
10(m)*
|
|
Supplemental 401(k) Plan.
|
|
Incorporated by
reference to
Exhibit 10(a) to
the Companys
Quarterly Report on
Form 10-Q for the
quarter ended March
31, 2005. |
|
|
|
|
|
|
|
Amendment to Supplemental 401(k) Plan, effective
August 4, 2006.
|
|
Incorporated by
reference to
Exhibit 10(e) to
the Companys
Quarterly Report on
Form 10-Q for the
quarter ended
September 30, 2006. |
|
|
|
|
|
10(n)*
|
|
Supplemental Cash Balance Plan.
|
|
Incorporated by
reference to
Exhibit 10(b) to
the Companys
Quarterly Report on
Form 10-Q for the
quarter ended March
31, 2005. |
|
|
|
|
|
10(o)*
|
|
Supplemental Long-Term Disability Plan.
|
|
Incorporated by
reference to
Exhibit 10(f) to
the Companys
Annual Report on
Form 10-K for the
year ended December
31, 1990. |
|
|
|
|
|
|
|
Amendment
to Supplemental Long-Term Disability Plan.
|
|
Incorporated by
reference to
Exhibit 10(g) to
the Companys
Annual Report on
Form 10-K for the
year ended December
31, 1992. |
|
|
|
|
|
10(p)*
|
|
Agreement between the Company and Richard M.
Kovacevich dated March 18, 1991.
|
|
Incorporated by
reference to
Exhibit 19(e) to
the Companys
Quarterly Report on
Form 10-Q for the
quarter ended March
31, 1991. |
|
|
|
|
|
|
|
Amendment effective January 1, 1995, to the March 18,
1991, agreement between the Company and Richard M.
Kovacevich.
|
|
Incorporated by
reference to
Exhibit 10(c) to
the Companys
Quarterly Report on
Form 10-Q for the
quarter ended March
31, 1995. |
|
|
|
|
|
|
|
Cancellation Agreement, effective February 28, 2006,
between the Company and Richard M. Kovacevich.
|
|
Incorporated by
reference to
Exhibit 10(b) to
the Companys
Current Report on
Form 8-K filed
March 6, 2006. |
|
|
|
|
|
10(q)*
|
|
Agreement, dated July 11, 2001, between the Company
and Howard I. Atkins.
|
|
Incorporated by
reference to
Exhibit 10 to the
Companys Quarterly
Report on Form 10-Q
for the quarter
ended September 30,
2001. |
|
|
|
|
|
10(r)*
|
|
Agreement between the Company and Mark C. Oman, dated
May 7, 1999.
|
|
Incorporated by
reference to
Exhibit 10(y) to
the Companys
Annual Report on
Form 10-K for the
year ended December
31, 1999. |
|
|
|
|
|
10(s)*
|
|
Form of severance agreement between the Company and
Richard M. Kovacevich and Mark C. Oman.
|
|
Incorporated by
reference to
Exhibit 10(ee) to
the Companys
Annual Report on
Form 10-K for the
year ended December
31, 1998. |
|
|
|
|
|
|
|
Amendment effective January 1, 1995, to the March 11,
1991, agreement between the Company and Richard M.
Kovacevich.
|
|
Incorporated by
reference to
Exhibit 10(b) to
the Companys
Quarterly Report on
Form 10-Q for the
quarter ended March
31, 1995. |
|
|
|
|
|
|
|
Cancellation Agreement, effective December 21, 2005,
between the Company and Richard M. Kovacevich.
|
|
Incorporated by
reference to
Exhibit 10 to the
Companys Current
Report on Form 8-K
filed December 22,
2005. |
|
|
|
|
|
|
|
Cancellation Agreement, effective November 28, 2006,
between the Company and Mark C. Oman.
|
|
Incorporated by
reference to
Exhibit 10 to the
Companys Current
Report on Form 8-K
filed December 4,
2006. |
22
|
|
|
|
|
Exhibit |
|
|
|
|
Number |
|
Description |
|
Location |
|
|
|
|
|
10(t)*
|
|
Description of Relocation Program.
|
|
Incorporated by
reference to
Exhibit 10(y) to
the Companys
Annual Report on
Form 10-K for the
year ended December
31, 2003. |
|
|
|
|
|
10(u)*
|
|
Description of Executive Financial Planning Program.
|
|
Incorporated by
reference to
Exhibit 10(w) to
the Companys
Annual Report on
Form 10-K for the
year ended December
31, 2004. |
|
|
|
|
|
10(v)
|
|
PartnerShares Stock Option Plan.
|
|
Incorporated by
reference to
Exhibit 10(x) to
the Companys
Annual Report on
Form 10-K for the
year ended December
31, 2004. |
|
|
|
|
|
|
|
Amendment to PartnerShares Stock Option Plan,
effective August 1, 2005.
|
|
Incorporated by
reference to
Exhibit 10(c) to
the Companys
Quarterly Report on
Form 10-Q for the
quarter ended
September 30, 2005. |
|
|
|
|
|
|
|
Amendment to PartnerShares Stock Option Plan,
effective August 4, 2006.
|
|
Incorporated by
reference to
Exhibit 10(c) to
the Companys
Quarterly Report on
Form 10-Q for the
quarter ended
September 30, 2006. |
|
|
|
|
|
|
|
Amendment to PartnerShares Stock Option Plan,
effective January 1, 2007.
|
|
Incorporated by
reference to
Exhibit 10(g) to
the Companys
Quarterly Report on
Form 10-Q for the
quarter ended March
31, 2007. |
|
|
|
|
|
|
|
Amendment to PartnerShares Stock Option Plan,
effective January 22, 2008.
|
|
Filed herewith. |
|
|
|
|
|
10(w)*
|
|
Agreement, dated July 26, 2002, between the Company
and Richard D. Levy, including a description of his
executive transfer bonus.
|
|
Incorporated by
reference to
Exhibit 10(d) to
the Companys
Quarterly Report on
Form 10-Q for the
quarter ended
September 30, 2002. |
|
|
|
|
|
10(x)
|
|
Non-Qualified Deferred Compensation Plan for
Independent Contractors.
|
|
Filed herewith. |
|
|
|
|
|
10(y)*
|
|
Description of Chairman/CEO Retirement Policy.
|
|
Filed herewith. |
|
|
|
|
|
12(a)
|
|
Computation of Ratios of Earnings to Fixed Charges:
|
|
Filed herewith. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
|
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
|
|
|
|
|
|
|
Including interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
on deposits |
|
|
1.81 |
|
|
|
2.01 |
|
|
|
2.51 |
|
|
|
3.68 |
|
|
|
3.63 |
|
|
|
|
|
Excluding interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
on deposits |
|
|
2.85 |
|
|
|
3.38 |
|
|
|
4.03 |
|
|
|
5.92 |
|
|
|
5.76 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12(b) |
|
Computation of Ratios of Earnings to Fixed Charges |
|
Filed herewith. |
|
|
and Preferred Dividends: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
|
|
|
|
|
|
2007 |
|
2006 |
|
2005 |
|
2004 |
|
2003 |
|
|
|
|
|
|
|
Including interest
on deposits
|
|
|
1.81 |
|
|
|
2.01 |
|
|
|
2.51 |
|
|
|
3.68 |
|
|
|
3.62 |
|
|
|
|
|
Excluding interest
on deposits
|
|
|
2.85 |
|
|
|
3.38 |
|
|
|
4.03 |
|
|
|
5.92 |
|
|
|
5.74 |
|
|
|
|
|
|
23
|
|
|
|
|
Exhibit |
|
|
|
|
Number |
|
Description |
|
Location |
|
|
|
|
|
13
|
|
2007 Annual Report to Stockholders, pages 33 through
129.
|
|
Filed herewith. |
|
|
|
|
|
21
|
|
Subsidiaries of the Company.
|
|
Filed herewith. |
|
|
|
|
|
23
|
|
Consent of Independent Registered Public Accounting
Firm.
|
|
Filed herewith. |
|
|
|
|
|
24
|
|
Powers 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 of Periodic Financial Report by Chief
Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 and 18 U.S.C. § 1350.
|
|
Furnished herewith. |
|
|
|
|
|
32(b)
|
|
Certification of Periodic Financial Report by Chief
Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 and 18 U.S.C. § 1350.
|
|
Furnished herewith. |
24