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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
For the fiscal year ended December 31, 20172019            Commission File Number 001‑2979001-2979
WELLS FARGO & COMPANY
(Exact name of registrant as specified in its charter)
DelawareNo. 41-0449260
(State of incorporation)                      (I.R.S. Employer Identification No.)
420 Montgomery Street, San Francisco, California 9416394104
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code:  1-866-878-58651-866-249-3302


Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol
Name of Each Exchange

on Which Registered
Common Stock, par value $1-2/3
Warrants to purchase shares of Common Stock (expiring October 28, 2018)
New York Stock Exchange (NYSE)
NYSE
Depositary Shares, each representing a 1/40th interest in a share of 8.00% Non-Cumulative Perpetual Class A Preferred Stock, Series JWFCNYSE
7.5% Non-Cumulative Perpetual Convertible Class A Preferred Stock, Series LWFC.PRLNYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series NWFC.PRNNYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series OWFC.PRONYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series PWFC.PRPNYSE
Depositary Shares, each representing a 1/1000th interest in a share of 5.85% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock, Series QWFC.PRQNYSE
Depositary Shares, each representing a 1/1000th interest in a share of 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock, Series RWFC.PRRNYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series TWFC.PRTNYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series VWFC.PRVNYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series WWFC.PRWNYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series XWFC.PRXNYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series YWFC.PRYNYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series ZWFC.PRZNYSE
Guarantee of 5.80% Fixed-to-Floating Rate Normal Wachovia Income Trust Securities of Wachovia Capital Trust IIIWFC/TPNYSE
Guarantee of Medium-Term Notes, Series A, due October 30, 2028 of Wells Fargo Finance LLCWFC/28ANYSE
Securities registered pursuant to Section 12(g) of the Act:
Dividend Equalization Preferred Shares, no par value


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes¨Noþ   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.    Yes¨Noþ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.        YesþNo¨
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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).                    YesþNo¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) 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. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer  þAccelerated filer ¨☐
Non-accelerated filer ¨(Do not check if a smaller reporting company)     ☐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 (as defined in Rule 12b-2 of the Act).        Yes¨☐Noþ
At June 30, 2017,28, 2019, the aggregate market value of common stock held by non-affiliates was approximately $274.7$208.7 billion, based on a closing price of $55.41.$47.32. At February 20, 2018, 4,877,753,89918, 2020, 4,099,887,226 shares of common stock were outstanding.
Documents Incorporated by Reference in Form 10-K
Incorporated DocumentsWhere incorporated in Form 10-K
1.   Portions of the Company’s Annual Report to StockholdersShareholders for the year ended December 31, 20172019 (“20172019 Annual Report to Stockholders”Shareholders”)
Part I – Items 1, 1A, 2 and 3; Part II – Items 5, 6, 7,
7A, 8 and 9A; and Part IV– Item 15.
2.   Portions of the Company’s Proxy Statement for the Annual
Meeting of StockholdersShareholders to be held April 24, 201828, 2020 (“20182020 Proxy Statement”)
Part III – Items 10, 11, 12, 13 and 14






PART I.
ITEM 1.BUSINESS
 
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.
At December 31, 2017,2019, we had assets of $2.0$1.9 trillion, loans of $957$962 billion, deposits of $1.3 trillion and stockholders’ equity of $207$187 billion. Based on assets, we were the thirdfourth largest bank holding company in the United States. At December 31, 2017,2019, Wells Fargo Bank, N.A. was the Company’s principal subsidiary with assets of $1.7 trillion, or 90%89% of the Company’s assets.
At December 31, 2017,2019, we had 262,700259,800 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 for free at www.wellsfargo.com/about/investor-relations/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 for free on the SEC’s website at www.sec.gov. 


DESCRIPTION OF BUSINESS
 
General
 
We are a diversified financial services company. We provide retail,banking, investment and mortgage products and services, as well as consumer and commercial and corporate banking servicesfinance, through banking locations and offices, the internet (www.wellsfargo.com) and other distribution channels to individuals, businesses and institutions in all 50 states, the District of Columbia and in other countries.countries outside the U.S. We provide otherconsumer financial products and services including checking and savings accounts, credit and debit cards, and automobile, student, mortgage and home equity and small business lending. In addition, we offer financial planning, private banking, investment management, and fiduciary services. We also provide financial solutions to businesses through subsidiaries engaged in various businesses, principally: wholesale banking, mortgage banking, consumer finance, equipment leasing, agricultural finance,products and services including traditional commercial finance, securities brokerageloans and lines of credit, letters of credit, asset-based lending, trade financing, treasury management, and investment banking computer and data processing services, trust services, investment advisory services, mortgage-backed securities servicing and venture capital investment.services. 
We haveAs of December 31, 2019, we had three operating segments for management reporting purposes: Community Banking; Wholesale Banking; and Wealth and Investment Management. The 20172019 Annual Report to StockholdersShareholders 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, investment banks and mutual fund companies. They also face increased competition from nonbank institutions such as brokerage houses, private equity firms and online lending companies, 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 Note 3 (Cash, Loan and Dividend Restrictions) and Note 2729 (Regulatory and Agency Capital Requirements) to Financial Statements included in the 20172019 Annual Report to Stockholders,Shareholders, the material elements of the regulatory framework applicable to us. Banking statutes, regulations and policies are continually under review by Congress and state legislatures and federal and state regulatory agencies, as well as foreignnon-U.S. governments and financial regulators, 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, and not necessarily 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 amounts desired by management, and pay higher deposit insurance premiums as a result of a general deterioration in the financial condition of depository institutions. See the “Regulatory Matters” and "Risk Factors"“Risk Factors” sections in the 20172019 Annual Report to StockholdersShareholders for additional information.
 
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 company with securities listed 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, and their subsidiaries, are subject to regulation and examination primarily by the Office of the Comptroller of the Currency


(OCC) and also by the Federal Deposit Insurance Corporation (FDIC), the FRB, the Consumer Financial Protection Bureau (CFPB), the SEC and the Commodities Futures Trading Commission (CFTC). The foreignnon-U.S. branches and representative offices of our subsidiary national banks are subject to regulation and examination by their respective foreign financial regulators as well as by the OCC and the FRB. ForeignNon-U.S. subsidiaries of our national bank subsidiaries may be subject to the laws and regulations of the foreign countries in which they conduct business. Our state-chartered bank is subject to primary federal regulation and examination by the FDIC and, in addition, is regulated and examined by its state banking department.
 
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 CFTC and the Municipal Securities Rulemaking Board, and state securities regulators. Our other nonbank subsidiaries may be subject to the laws and regulations of the federal government and/or the various states as well as foreignnon-U.S. countries in which they conduct business.
 
Parent Bank Holding Company Activities
 
“Financial in Nature” Requirement. 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. 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 to be financial in nature or incidental to such financial activity. “Complementary 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 generally 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 notice to the FRB may be required, however, if the company to be acquired has total consolidated assets of $10 billion or more. 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. In addition, the FRB has implemented a final rule under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) that also prohibits our ability to merge, acquire all or substantially all of the assets of, or acquire control of another company if our total resulting consolidated liabilities would exceed 10% of the aggregate consolidated liabilities of all financial companies.
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 March 2017, we announced that the OCC had downgraded our most recent CRA rating, which covers the years 2009-2012, to "Needs“Needs to Improve"Improve” due to previously issued regulatory consent orders and, thus, we are subject to, among other things, the prohibitions noted above. In addition, if the FRB finds that the Company or any one 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 could be prohibited from engaging in any new


activity or acquiring 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. For more information about our CRA rating, see the "Regulatory Matters" and "Risk Factors" sections of the 20172019 Annual Report to Stockholders.Shareholders.


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 company’s 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, subject to the same deposit limits noted above, thereby creating interstate branches. Banks are also permitted to acquire and to establish new branches in other states.
 
Regulatory Approval. In determining whether to approve a proposed bank acquisition, federal banking 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 institution’s record of compliance under the CRA, the effectiveness of the acquiring institution in combating money laundering activities and the risk to the stability of the United States banking system.
 
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 our common and preferred stock and principal and interest on our debt is dividends from the Parent’s subsidiaries. Various federal and state statutory provisions and regulations limit the amount of dividends the Parent’s


subsidiary banks and certain other subsidiaries may pay without regulatory approval. Federal banking regulators have the authority to prohibit the Parent’s 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 Parent’s subsidiary banks to pay dividends in the future is currently, and could be further, influenced by bank regulatory policies and capital guidelines. For information about the restrictions applicable to the Parent’s subsidiary banks, see Note 3 (Cash, Loan and Dividend Restrictions) to Financial Statements included in the 20172019 Annual Report to Stockholders.Shareholders.
Furthermore, under a Support Agreement (the “Support Agreement”) dated June 28, 2017, as amended and restated on June 26, 2019 (the “Support Agreement”), among the Parent, WFC Holdings, LLC, an intermediate holding company and subsidiary of the Parent (the “IHC”), and Wells Fargo Bank,
N.A., Wells Fargo Securities, LLC, and Wells Fargo Clearing Services, LLC, each anand certain other direct and indirect subsidiarysubsidiaries of the Parent designated as material entities for resolution planning purposes or identified as related support entities in our resolution plan, the IHC may be restricted from making dividend payments to the Parent if certain liquidity and/or capital metrics fall below defined triggers.triggers, or if the Parent’s board of directors authorizes it to file a case under the U.S. Bankruptcy Code. Any such restriction could materially and adversely impact the Parent’s liquidity and its ability to satisfy its debt and other obligations, as well as its ability to make dividend payments on its common and preferred stock. See the “Regulatory Matters” and “Risk Factors” sections of the 20172019 Annual Report to StockholdersShareholders for additional information on the Support Agreement.
In addition to these restrictions on the ability of our subsidiary banks to pay dividends to us, the FRB requires large bank holding companies (BHCs), including Wells Fargo, to submit annual capital plans and to obtain regulatory approval before making capital distributions, such as the payment of dividends. The FRB also finalized rules implementing in the United States the Basel Committee on Banking Supervision’s regulatory capital guidelines, including the reforms known as Basel III, which established various capital requirements for U.S. banking organizations. Moreover, federal banking regulators have finalized a rule that enhances the supplementary leverage ratio requirements for large BHCs, like Wells Fargo, and their insured depository institutions. The rule, which became effective on January 1, 2018, requires a covered BHC to maintain a supplementary leverage ratio of at least 5% (comprised of a 3% minimum requirement and a supplementary leverage buffer of 2%) to avoid restrictions on capital distributions and discretionary bonus payments. The rule also requires that all of our insured depository institutions maintain a supplementary leverage ratio of 6% under applicable regulatory capital adequacy guidelines. We are also subject to the FRB's rule implementing an additional capital surcharge on those U.S. banking organizations, such as the Company, that are designated as global systemically important banks (G-SIBs). The failure to maintain any of these minimum capital ratios, and capitalleverage ratios or buffers could result in limitations or restrictions on our ability to make capital distributions.
In addition, the FRB's enhanced supervision regulations for large BHCs, like Wells Fargo, impose capital distribution restrictions, including on the payment of dividends, upon the occurrence of capital, stress test, risk management, or liquidity risk management triggers. For more information on regulations or arrangements that may impose capital distribution restrictions on the Company and its subsidiaries, see the “Capital Management,” “Regulatory Matters” and “Risk Factors” sections of the 2019 Annual Report to Shareholders.
 
Holding Company Structure
 
Transfer of Funds from Subsidiary Banks.  The Parent’s 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 bank’s capital and surplus and, with respect to all covered transactions with affiliates in the aggregate, to 20% of the subsidiary bank’s capital and surplus. Also, loans and extensions of credit to affiliates generally are required to be secured by qualifying collateral. A bank’s transactions with its nonbank affiliates are also generally required to be on arm’s length terms. The Company is also subject to lending limits and qualitative requirements on loans to executive officers, directors and principal shareholders of the Parent and its subsidiary banks.
 


Source of Strength. The FRB has a policy that a BHC 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 BHC 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 Parent’s stock in the national bank to cover the deficiency.
 
Depositor Preference.  In the event of the “liquidation or other resolution” of an insured depository institution, the claims of deposits payable in the United States (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, claims of insured and uninsured U.S. depositors, along with claims of the FDIC, will have priority in payment ahead of unsecured creditors, including the Parent, and depositors whose deposits are solely payable at such insured depository institution’s non-U.S. offices.
 
Liability of Commonly Controlled Institutions.  All of the Company’s subsidiary banks in the U.S. 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.
 


Dodd-Frank Act
 
The Dodd-Frank Act, enacted on July 21, 2010, has resulted in broad changes to the U.S. financial system and is the most significant financial reform legislation since the 1930s. The Dodd-Frank Act and the numerous rules to implement its provisions have resulted in enhanced regulation and supervision of large BHCs, such as Wells Fargo. This includes, among other things, rules to promote financial stability and prevent or mitigate the risks that may arise from the material distress or failure of a large BHC; enhance consumer protections; prohibit proprietary trading; and implement enhanced prudential requirements for large BHCs regarding risk-based capital and leverage, risk and liquidity management, stress testing, and recovery and resolution planning. The Dodd-Frank Act, including current and future rules implementing its provisions and the interpretation of those rules, has affected, and we expect will continue to affect, most of our businesses in some way, either directly through regulation of specific activities or indirectly through regulation of concentration risks, capital or liquidity. For more information about the Dodd-Frank Act and its effect on our business, see the “Regulatory Matters” and "Risk Factors" sections of the 20172019 Annual Report to Stockholders.Shareholders.
Capital Requirements and Planning
 
The Company and each of our insured depository institutions are subject to various regulatory capital adequacy requirements administered by federal banking regulators. These capital rules, among other things, establish required minimum ratios relating capital to different categories of assets and exposures. Federal banking regulators have also finalized rules to impose a supplementary leverage ratio on large BHCs, like Wells Fargo, and ourtheir insured depository institutions, and to implement a liquidity coverage ratio. The FRB has also finalized rules to address the amount of equity and unsecured long-term debt a G-SIB must hold to improve its resolvability and resiliency, often referred to as total loss absorbing capacity.
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. In addition, the FRB closely monitors capital levels of the institutions it supervises and may require such institutions to modify capital levels based on FRB determinations. Such determinations, proposals or interpretations could, if implemented in the future, affect our reported capital ratios and net risk-adjusted assets.
As an additional means to identify problems in the financial management of depository institutions, the Federal Deposit Insurance Act (FDI Act) requires federal banking regulators 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, executive compensation and risk management. The agencies are authorized to take action against institutions that fail to meet such standards.
The FDI Act requires federal banking regulators to take “prompt corrective action” with respect to FDIC-insured depository institutions that do not meet minimum capital requirements. A depository institution’s 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.
In addition, the FRB's capital plan rule requires large BHCs to submit capital plans annually for review to determine if the FRB has any objections before making any capital distributions. The rule requires updates to capital plans in the event of material changes in a BHC’s risk profile, including as a result of any significant acquisitions. Federal banking regulators also require stress tests to evaluate whether an institution has sufficient capital to continue to operate during periods of adverse economic and financial conditions.
For more information on our capital requirements and planning, see the “Capital Management” section of the 20172019 Annual Report to Stockholders.Shareholders.
 
Deposit Insurance Assessments
 
Our subsidiary banks in the U.S., including Wells Fargo Bank, N.A., are members of the Deposit Insurance Fund (DIF) maintained by the FDIC. Through the DIF, the FDIC insures the deposits of our banks up to prescribed limits for each depositor and funds the DIF through assessments on member banks. To maintain the DIF, member institutions are assessed an insurance premium based on an assessment base and an assessment rate.
The Dodd-Frank Act gave the FDIC greater discretion to manage the DIF, changed the assessment base from domestic


deposits to consolidated average assets less average tangible equity, and mandated a minimum Designated Reserve Ratio (reserve ratio or DRR) of 1.35%. The FDIC Board adopted a Restoration Plan to ensure that the DIF reserve ratio reaches 1.35% by September 30, 2020, as required by the Dodd-Frank Act, and, in March 2016, issued a final rule to meet this DRR level. The final rule, which became effective on July 1, 2016, imposes on insured depository institutions with $10 billion or more in assets, such as Wells Fargo, a surcharge of 4.5 cents per $100 of their assessment base, after making certain adjustments. The surcharge is in addition to the base assessments paid by the affected institutions and could significantly increase the overall amount of their deposit insurance assessments. The FDIC expects the surcharge to be in effect for approximately two years, however, if the DIF reserve ratio does not reach 1.35% by December 31, 2018, the final rule provides that the FDIC will impose a shortfall assessment on any bank that was subject to the surcharge. In addition to ensuring that the DIF reserve ratio reachesreached the statutory minimum of 1.35% by September 30, 2020, the FDIC Board has also finalized a comprehensive, long-range plan for DIF management, whereby the DRR has been targeted at 2%.
In addition to the base assessments and any surcharge to maintain the DIF, all FDIC-insured depository institutions must alsowere required to pay a quarterly assessment towards interest payments on bonds (commonly referred to as FICO bonds) issued by the Financing Corporation, a federal corporation chartered under the authority of the Federal Housing Finance Board.Agency. In December 2018, the Federal Housing Finance Agency finalized a rule, which, among other things, determined that the final assessment on FICO bonds would be paid in March 2019, based on the second quarter assessment percentage. This assessment was 0.56%0.14% of the assessable deposit base for first quarter 2017,2019 and was 0.54%0.12% for the second third and fourth quarters of 2017.quarter 2019. For the year ended December 31, 2017,2019, the Company’s FDIC deposit insurance assessments, including FICO assessments, totaled $1.3 billion.$526 million.
The FDIC may terminate a depository institution’s deposit insurance upon a finding that the institution’s 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 institution’s regulatory agency. The termination of deposit insurance for one or more of our bank subsidiaries could have a material adverse effect on our earnings, depending on the collective size of the particular banks involved.
 
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 Affiliate Marketing
 
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 that 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 affiliated companies for the purpose of marketing products and services by those affiliated companies. 


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 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 Exchange Act of 1934. Among other things, Sarbanes-Oxley and/or its implementing regulations established 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 independent registered public accounting firm to issue a report on our internal control over financial reporting.
 
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 the implementation of 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 banking regulators to evaluate the effectiveness of an applicant in combating money laundering in determining whether to approve a proposed bank acquisition.
 


Future Legislation or Regulation
 
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. Such legislation and regulations could increase our cost of doing business, affect our compensation structure, restrict or expand the activities in which we may engage or affect the competitive balance among banks, savings associations, credit unions, and other financial institutions. 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.


ADDITIONAL INFORMATION
 
Additional information in response to this Item 1 can be found in the 20172019 Annual Report to StockholdersShareholders under “Financial Review” and under “Financial Statements.” That information is incorporated into this item by reference.
ITEM 1A.RISK FACTORS


Information in response to this Item 1A can be found in this report on pages 2-6under Item 1 and in the 20172019 Annual Report to StockholdersShareholders under “Financial Review – Risk Factors.” That information is incorporated into this item by reference.
 
ITEM 1B.UNRESOLVED STAFF COMMENTS
 
Not applicable.


ITEM 2.PROPERTIES

December 31, 20172019 
Approximate square footage
(in millions)
We currently occupy properties in:  
   
United States  
San Francisco, California  
420 Montgomery Street (corporate headquarters) 0.30.4
All other San Francisco locations 4.23.7
Total San Francisco, California 4.54.1
   
Top 10 other U.S. locations:  
Charlotte-Concord-Gastonia, NC-SC 7.48.1
Minneapolis-St. Paul-Bloomington, MN-WI 6.05.7
New York-Newark-Jersey City, NY-NJ-PA3.9
Los Angeles-Long Beach-Anaheim, CA 4.13.7
Phoenix-Mesa-Scottsdale, AZ3.6
New York-Newark-Jersey City, NY-NJ-PA 3.5
Des Moines-West Des Moines, IA 3.43.3
St. Louis, MO-IL 2.5
Philadelphia-Camden-Wilmington, PA-NJ-DE-MD 2.22.0
Dallas-Fort Worth-Arlington, TX 1.91.7
Atlanta-Sandy Springs-Roswell, GAMiami-Fort Lauderdale-West Palm Beach, FL 1.71.6
All other U.S. locations 47.442.9
Total United States 88.283.0
   
Top 5 International locations:  
India 1.52.3
Philippines 0.5
Canada0.20.9
United Kingdom0.3
Canada 0.2
China 0.20.1
All other international locations 0.30.2
Total International 2.94.0
   
Total square footage property occupied 91.187.0

As of December 31, 2017,2019, we provided banking, investments,investment and mortgage products and services, as well as consumer and commercial finance, through more than 8,300approximately 7,400 locations under ownership and lease agreements.

We continue to evaluate our owned and leased properties and may determine from time to time that certain of our properties are no longer necessary for our operations. There is no


assurance that we will be able to dispose of any excess properties or that we will not incur charges in connection with such dispositions, which could be material to our operating results in a given period.


ADDITIONAL INFORMATION
 
Additional information in response to this Item 2 can be found in the 20172019 Annual Report to StockholdersShareholders under “Financial Statements – Notes to Financial Statements – Note 79 (Premises, Equipment Lease Commitments and Other Assets).” That information is incorporated into this item by reference.

ITEM 3.LEGAL PROCEEDINGS


Information in response to this Item 3 can be found in the 20172019 Annual Report to StockholdersShareholders under “Financial Statements – Notes to Financial Statements – Note 1517 (Legal Actions).” That information is incorporated into this item by reference.
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
 
MARKET INFORMATION
 
The Company’s common stock is listed on the NYSE (symbol “WFC”). The Quarterly Financial Data table of the 2017 Annual Report to Stockholders provides the quarterly prices of, and quarterly dividends paid on, the Company’s common stock for the two-year period ended December 31, 2017, and is incorporated herein by reference. Prices shown represent the daily high and low, and the quarter-end sale prices of the Company’s common stock as reported on the NYSE Composite Transaction Reporting System for the periods indicated. The “Stock Performance” section of the 20172019 Annual Report to StockholdersShareholders provides stockholder return comparisons and is incorporated herein by reference. At February 20, 2018,18, 2020, there were 173,086293,506 holders of record of the Company’s common stock.
 


DIVIDENDS
 
The dividend restrictions discussions on page 3in the “Regulation and Supervision – Dividend Restrictions” section under Item 1 of this report and in the 20172019 Annual Report to StockholdersShareholders under “Financial Statements – Notes to Financial Statements – Note 3 (Cash, Loan and Dividend Restrictions)” are incorporated into this item by reference.


REPURCHASES OF EQUITY SECURITIES
 
In January 2016,October 2018, our Board of Directors authorized the repurchase of 350 million shares of our common stock. In July 2019, our Board of Directors authorized the repurchase of an additional 350 million shares of our common stock. The authorization coversauthorizations cover shares repurchased to meet team member benefit plan requirements. The Company maintains a variety of retirement plans for its team members and typically is a net issuer of shares of common stock to these plans. From time to time, it also purchases shares of common stock from these
plans to accommodate team member preferences. Share repurchases are subtracted from the Company’s repurchase authority without offset for share issuances. Shares may be repurchased as part of employee stock option exercises, from the different benefit plans or in the open market, subject to regulatory approval.
The amount and timing of stock repurchases will be based on various factors, including our capital requirements, the number of shares we expect to issue for employee benefit plans and acquisitions, market conditions (including the trading price of our stock), and regulatory and legal considerations. In June 2010, our Board of Directors also authorized the repurchase of up to $1 billion of warrants to purchase our common stock. The warrants are listed on the NYSE under the symbol “WFCWS.” The amount and timing of warrant repurchases will be based on various factors including market conditions. See the “Capital Management” section in the 20172019 Annual Report to StockholdersShareholders for additional information about our common stock and warrant repurchases.
The following table shows Company repurchases of its common stock for each calendar month in the quarter ended December 31, 2017.
      
The following table shows Company repurchases of its common stock for each calendar month in the quarter ended December 31, 2019.The following table shows Company repurchases of its common stock for each calendar month in the quarter ended December 31, 2019.
            
         Maximum number of 
         Maximum number of 
    Total number 
   shares that may yet 
    Total number 
   shares that may yet 
    of shares 
 Weighted-average
 be repurchased under 
    of shares 
 Weighted-average
 be repurchased under 
Calendar monthCalendar month repurchased (1) 
 price paid per share
 the authorization
Calendar month repurchased (1) 
 price paid per share
 the authorizations
OctoberOctober 8,090,096
 $54.46
 114,098,332
October 53,644,427
 $49.88
 330,374,271
November (2) 33,350,313
 54.36
 80,748,019
NovemberNovember 44,833,286
 53.45
 285,540,985
DecemberDecember 9,935,606
 59.57
 70,812,413
December 42,624,749
 53.85
 242,916,236
 Total 51,376,015
       Total 141,102,462
      
      
(1)
All shares were repurchased under an authorization covering up to 350 million shares of common stock approved by the Board of Directors and publicly announced by the Company on January 26, 2016.October 23, 2018, or an authorization covering up to an additional 350 million shares of common stock approved by the Board of Directors and publicly announced by the Company on July 23, 2019. Unless modified or revoked by the Board, this authorization doesthese authorizations do not expire.
(2)November includes a private repurchase transaction of 18,480,396 shares at a weighted-average price per share of $54.11.

The following table shows Company repurchases of the warrants for each calendar month in the quarter ended December 31, 2017.
Total number 

Maximum dollar value 
of warrants 
Average price 
of warrants that 
Calendar monthrepurchased (1) 
paid per warrant 
may yet be repurchased 
October—
$—
451,944,402
November—
—
451,944,402
December—
—
451,944,402
Total—
(1)
Warrants are repurchased under the authorization covering up to $1 billion in warrants approved by the Board of Directors (ratified and approved on June 22, 2010). Unless modified or revoked by the Board, this authorization does not expire.



ITEM 6.SELECTED FINANCIAL DATA
 
Information in response to this Item 6 can be found in the 20172019 Annual Report to StockholdersShareholders under “Financial Review” in Table 1. That information is incorporated into this item by reference.

ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANACIALFINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
Information in response to this Item 7 can be found in the 20172019 Annual Report to StockholdersShareholders under “Financial Review.” That information is incorporated into this item by reference.


ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Information in response to this Item 7A can be found in the 20172019 Annual Report to StockholdersShareholders under “Financial Review – Risk Management – Asset/Liability Management.” That information is incorporated into this item by reference.

ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
Information in response to this Item 8 can be found in the 20172019 Annual Report to StockholdersShareholders under “Financial Statements,” under “Notes to Financial Statements” and under “Quarterly Financial Data.” That information is incorporated into this item by reference.



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
20172019 Annual Report to StockholdersShareholders under “Controls and
Procedures.” That information is incorporated into this item by reference.
ITEM 9B.OTHER INFORMATION
 
Not applicable.




PART III

PART III


ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 
INFORMATION ABOUT OUR EXECUTIVE OFFICERS OF THE REGISTRANT

Hope A. HardisonWilliam M. Daley (age 53)71)
Senior Vice Chairman of Public Affairs since November 2019;
Vice Chairman and a member of the Executive Committee at Bank of New York Mellon, a financial services company, from June 2019 to October 2019;
Managing Partner at Argentiere Capital, an investment management firm, from May 2014 to June 2019.
Mr. Daley has served with the Company for less than 1 year.

Douglas R. Edwards (age 62)
Executive Vice President and Chief Administrative OfficerActing General Counsel since September 2015 and Human Resources Director since September 2010;February 2020;
Executive Vice President (Human Resources)and Deputy General Counsel (Global Commercial & Securities) from September 2010October 2019 to September 2015.February 2020;
Ms. HardisonExecutive Vice President and Interim General Counsel from March 2019 to October 2019;
Executive Vice President and Deputy General Counsel (Global Commercial & Securities) from June 2014 to March 2019.
Mr. Edwards has served with the Company or its predecessors for 25 years.


Derek A. Flowers (age 48)
Senior Executive Vice President and Head of Strategic Execution and Operations since June 2019;
Executive Vice President and Chief Credit and Market Risk Officer from July 2016 to June 2019;
Executive Vice President and Chief Credit Officer from July 2014 to July 2016.
Mr. Flowers has served with the Company or its predecessors for 21 years.

David C. Galloreese (age 40)
Senior Executive Vice President since January 2019, Executive Vice President from July 2018 to January 2019, and Human Resources Director since July 2018;
Senior Vice President and Head of Talent at Walmart Inc., a multinational retailer, from October 2017 to June 2018;
Senior Vice President and Chief Human Resources Officer at Sam’s Club (Walmart Inc.) from October 2016 to June 2018;
Vice President and Head of Human Resources at Medallia Inc., an international software company, from May 2012 to October 2016.
Mr. Galloreese has served with the Company for 2 years.

Richard D. Levy (age 60)62)
Executive Vice President and Chief Accounting Officer since January 2020;
Executive Vice President and Controller sincefrom February 2007.2007 to January 2020.
Mr. Levy has served with the Company for 1517 years.

Michael J. LoughlinMary T. Mack (age 62)57)
Senior Executive Vice President, CEO of Consumer and Chief Risk OfficerSmall Business Banking, and Interim CEO of Consumer Lending since July 2011.February 2020;
Mr. Loughlin has served withSenior Executive Vice President (Consumer Banking), reflecting the Company or its predecessors for 36 years.
Mary T. Mack (age 55)renamed Consumer Banking organization which combined Community Banking and Consumer Lending, from April 2019 to February 2020;
Senior Executive Vice President (Consumer Lending) sincefrom December 2017 to April 2019 and Senior Executive Vice President (Community Banking) sincefrom November 2016;2016 to April 2019;
Executive Vice President (Wells Fargo Clearing Services, LLC, f/k/a Wells Fargo Advisors, LLC) from December 2009 to November 2016.
Ms. Mack has served with the Company or its predecessors for 3335 years.


Avid Modjtabai
Amanda G. Norton (age 53)
Senior Executive Vice President and Chief Risk Officer since June 2018;
Chief Risk Officer of Consumer and Community Banking at JPMorgan Chase & Co., a financial services company, from November 2013 to June 2018.
Ms. Norton has served with the Company for 2 years.

Perry G. Pelos (age 56)
Senior Executive Vice President (Payments, Virtual Solutions and Innovation)CEO of Commercial Banking since November 2016;
Senior Executive Vice President (Consumer Lending) from July 2011 to November 2016.
Ms. Modjtabai has served with the Company or its predecessors for 24 years.


C. Allen Parker (age 62)
Senior Executive Vice President and General Counsel since March 2017;
Presiding Partner at the law firm of Cravath, Swaine & Moore LLP from January 2013 to December 2016;
Deputy Presiding Partner at Cravath, Swaine & Moore LLP from January 2007 to December 2012;
Partner in the Corporate Department at Cravath, Swaine & Moore LLP from June 1990 to March 2017.
Mr. Parker has served with the Company for 1 year.

Perry G. Pelos (age 54)February 2020;
Senior Executive Vice President (Wholesale Banking) sincefrom November 2016;2016 to February 2020;
Executive Vice President (Commercial Banking Services Group) from January 2016 to November 2016;
Executive Vice President (Commercial Banking, f/k/a Middle Market Banking) from May 2009 to January 2016.
Mr. Pelos has served with the Company or its predecessors for 3032 years.
 
Scott E. Powell (age 57)
Senior Executive Vice President and Chief Operating Officer since December 2019;
President and Chief Executive Officer of Santander Consumer USA Holdings Inc., a financial services company, from August 2017 to December 2019;
Senior Executive Vice President of Santander Bank, N.A., a financial services company, from August 2017 to December 2019;
Chief Executive Officer of Santander Bank, N.A. from July 2015 to August 2017;
President and Chief Executive Officer of Santander Holdings USA Inc., a financial services company, from March 2015 to December 2019.
Mr. Powell has served with the Company for less than 1 year.

Charles W. Scharf (age 54)
Chief Executive Officer and President since October 2019;
Chief Executive Officer of Bank of New York Mellon, a financial services company, from July 2017 to September 2019;
Chief Executive Officer of Visa, Inc., a financial services company, from November 2012 to December 2016.
Mr. Scharf has served with the Company for less than 1 year.

John R. Shrewsberry (age 52)54)
Senior Executive Vice President and Chief Financial Officer since May 2014;
President and Chief Executive Officer (Wells Fargo Securities, LLC) from November 2009 to May 2014.
Mr. Shrewsberry has served with the Company or its predecessors for 1921 years.


Timothy J. SloanSaul Van Beurden (age 57)
President since November 2015 and Chief Executive Officer since October 2016;
Chief Operating Officer from November 2015 to October 2016;
Senior Executive Vice President (Wholesale Banking) from May 2014 to November 2015;50)
Senior Executive Vice President and Head of Technology since April 2019;
Chief FinancialInformation Officer of Consumer and Community Banking at JPMorgan Chase & Co., a financial services company, from February 2011August 2016 to May 2014.January 2019;
Chief Information Officer of Consumer and Business Banking at JPMorgan Chase & Co. from January 2016 to August 2016;
Chief Information Officer of Consumer Lending and Mortgage Banking at JPMorgan Chase & Co. from April 2014 to January 2016.
Mr. SloanVan Beurden has served with the Company or its predecessors for 30 years.less than 1 year.

Jonathan G. Weiss (age 60)62)
Senior Executive Vice President, CEO of Corporate and Investment Banking, and Interim CEO of Wealth and Investment Management since February 2020;
Senior Executive Vice President (Wealth and Investment Management) sincefrom July 2017;2017 to February 2020;
President and Chief Executive Officer of Wells Fargo Securities, LLC from May 2014 to June 2017;
Managing Director of Wells Fargo Securities, LLC (Investment Banking, Securities & Markets, f/k/a Investment Banking & Capital Markets) from June 2008 to May 2014.2017.
Mr. Weiss has served with the Company or its predecessors for 1214 years.
 
There is no family relationship between any of the Company’s executive officers or directors. All executive officers serve at the pleasure of the Board of Directors.



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 five members: John D. Baker II, Theodore F. Craver, Jr., Federico F. Peña,Charles H. Noski, James H. Quigley (Chair), and Ronald L. Sargent. Each member is independent, as independence for audit committee members is defined by NYSE rules. The Board of Directors has determined, in its business judgment, that each member of the Audit and Examination Committee is financially literate, as required by NYSE rules, and that each qualifies as an “audit committee financial expert” as defined by SEC regulations.


CODE OF ETHICS AND BUSINESS
CONDUCT
 
The Company’s Code of Ethics and Business Conduct applicable to team members (including executive officers) as well as directors, the Company’s corporate governance guidelines, and the charters for the Audit, and Examination, Governance and Nominating, Human Resources, Corporate Responsibility, Credit, Finance, and Risk Committees are available at www.wellsfargo.com/about/corporate/governance.




ADDITIONAL INFORMATION
 
Additional information in response to this Item 10 can be found in the Company’s 20182020 Proxy Statement under “Ownership of Our Common Stock – Directors and Executive Officers – Section 16(a) Beneficial Ownership Reporting Compliance,” under “Corporate Governance – Item 1 – Election of Directors – Director Nominees for Election,”Election” and under “Corporate Governance – Director Election Standard and Nomination Process – Refreshing the Board and Nominating Directors.Director Nomination Process.” That information is incorporated into this item by reference.



ITEM 11.EXECUTIVE COMPENSATION
 
Information in response to this Item 11 can be found in the Company’s 20182020 Proxy Statement under “Corporate Governance – Compensation Committee Interlocks and Insider Participation,” under “Corporate Governance – Director Compensation,” under “Information About Related Persons – Related Person Transactions,” and under “Executive Compensation – Compensation Committee Report,” “Executive Compensation – Compensation Discussion &and Analysis,” “Executive Compensation – Executive Compensation Tables,” and “Executive“Human Capital Management – Performance Management and Compensation – Incentive Compensation Risk Management,” and Team Member Performance“Human Capital Management”


and “Executive Compensation – Our Workforce.Workforce – CEO Pay Ratio and Median Annual Total Compensation.” That information is incorporated into this item by reference.


ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 
 
EQUITY COMPENSATION PLAN INFORMATION


The following table provides information about our equity compensation plans in effect on December 31, 2017,2019, separately aggregated for plans approved by stockholdersshareholders and for plans not approved by stockholders.shareholders. A description of the material features of each equity compensation plan not approved by stockholdersshareholders follows the table. All outstanding awards relate to shares of our common stock. Information is as of December 31, 2017,2019, unless otherwise indicated.
Equity Compensation Plan Information     
    (a)   (b) (c) 
            # of shares remaining 
 
    # of shares to be 
      available for future 
 
    issued upon exercise 
   Weighted-average 
 issuance under equity 
 
    of outstanding 
   exercise price of 
 compensation plans 
 
    options, warrants 
   outstanding options, 
 (excluding securities 
 
Plan category and rights 
   warrants and rights (1) 
 reflected in column (a)) 
 
Equity compensation plans approved by security holders 61,158,332
 (2) $18.90
 149,844,030
(3)
Equity compensation plans not approved by security holders 10,088,811
 (4) 78.16
 2,125,972
(5)
  Total 71,247,143
   32.76
 151,970,002
 
            
(1) Does not reflect restricted share rights (RSRs), restricted share units (RSUs), performance share awards (PSAs) or deferred compensation benefits because they have no exercise price. 
(2) For the Long-Term Incentive Compensation Plan (LTICP), consists of 15,434,626 shares subject to options, 34,894,376 shares subject to RSRs, and a maximum of 7,576,593 performance shares. For the Supplemental 401(k) Plan, consists of 2,498,849 shares issuable upon distribution of benefits. For the Directors Stock Compensation and Deferral Plan (Directors Plan), consists of 104,900 shares subject to options, 300,967 shares issuable upon distribution of deferred stock awards, and 348,021 shares issuable upon distribution of deferred compensation benefits. 
(3) We could have issued the number of shares of our common stock indicated in the following table pursuant to any of the award types listed for the plan or, if indicated for the plan, pursuant to distributions of deferred compensation benefits. Each share of common stock issued under the LTICP pursuant to awards other than options or SARs counts as two shares. 
            
Plan # of shares 
   Award types    
LTICP 147,461,838
   Stock options, stock, SARs, restricted stock, RSRs, performance shares, performance units 
Supplemental 401(k) Plan 1,914,822
   Deferral distribution  
Directors Plan 467,370
   Stock options, deferral distribution  
    
(4) For the amended and restated Wachovia Corporation 2003 Stock Incentive Plan (2003 SIP), consists of 4,744,553 shares subject to options granted in February 2009 to legacy Wachovia team members, which used substantially all remaining available shares. No awards have been granted since February 2009, and no future awards will be granted under the 2003 SIP. For the other plans, consists of 5,344,258 shares of common stock issuable upon distribution of deferred compensation benefits. 
(5) We could have issued the number of shares of our common stock indicated in the following table pursuant to distributions of deferred compensation benefits. No information is provided for the 2003 SIP, the Norwest Corporation Directors’ Formula Stock Award Plan or the Norwest Corporation Directors’ Stock Deferral Plan because no future awards or deferrals will be made under these plans and because column (a) reflects all shares issuable under those plans upon exercise or distribution of outstanding awards or deferred compensation benefits. 
            
Plan # of shares 
   Award types    
Deferred Compensation Plan 1,921,808
   Deferral distribution    
Non-Qualified Deferred Compensation Plan for Independent Contractors 204,164
   Deferral distribution    
Equity Compensation Plan Information     
    (a)   (b) (c) 
            # of shares remaining 
 
    # of shares to be 
      available for future 
 
    issued upon exercise 
   Weighted-average 
 issuance under equity 
 
    of outstanding 
   exercise price of 
 compensation plans 
 
    options, warrants 
   outstanding options, 
 (excluding securities 
 
Plan category and rights 
   warrants and rights (1) 
 reflected in column (a)) 
 
Equity compensation plans approved by security holders 62,323,188
 (2) $31.72
 248,151,530
(3)
Equity compensation plans not approved by security holders 4,834,689
 (4) NA
 3,746,048
(5)
  Total 67,157,877
   31.72
 251,897,578
 
(1)Does not reflect restricted share rights (RSRs), restricted share units (RSUs), performance share awards or deferred compensation benefits because they have no exercise price.
(2)For the Long-Term Incentive Compensation Plan (LTICP), consists of 60,560 shares subject to options, 50,915,461 shares subject to RSRs, and a maximum of 8,971,975 performance shares. For the Supplemental 401(k) Plan, consists of 1,896,923 shares issuable upon distribution of benefits. For the Directors Stock Compensation and Deferral Plan (Directors Plan), consists of 255,613 shares issuable upon distribution of deferred stock awards, and 222,655 shares issuable upon distribution of deferred compensation benefits.
(3)We could have issued the number of shares of our common stock indicated in the following table pursuant to any of the award types listed for the plan or, if indicated for the plan, pursuant to distributions of deferred compensation benefits. Each share of common stock issued under the LTICP pursuant to awards other than options or stock appreciation rights (SARs) counts as two shares.
(4)This consists of shares of common stock issuable upon distribution of deferred compensation benefits and 4,760 shares issuable upon distribution related to the Norwest Corporation Directors’ Formula Stock Award Plan.
(5)We could have issued the number of shares of our common stock indicated in the following table pursuant to distributions of deferred compensation benefits. No information is provided for the Norwest Corporation Directors’ Formula Stock Award Plan because no future awards or deferrals will be made under this plan and because column (a) reflects all shares issuable under those plans upon exercise or distribution of outstanding awards or deferred compensation benefits.
# of shares remaining 
available for future 
issuance under equity 
Plans approved by security holderscompensation plans 
Award types 
LTICP245,964,204
Stock options, stock, SARs, restricted stock, RSRs, performance shares, performance units
Supplemental 401(k) Plan1,812,033
Deferral distribution 
Directors Plan375,293
Stock options, deferral distribution 
Total248,151,530
# of shares remaining 
available for future 
issuance under equity 
Plans not approved by security holderscompensation plans 
Award types 
Deferred Compensation Plan3,573,157
Deferral distribution 
Non-Qualified Deferred Compensation Plan for Independent Contractors172,891
Deferral distribution 
Total3,746,048





Material Features of Equity Compensation Plans Not Approved by StockholdersShareholders
 
The 2003 SIP.  The amended and restated Wachovia Corporation 2003 Stock Incentive Plan (2003 SIP) was originally approved by Wachovia’s shareholders in 2003 and prior to the merger had been used for equity awards to Wachovia’s executive officers and other key employees. We assumed the 2003 SIP in the merger and in February 2009 used substantially all remaining available shares for stock option grants to legacy Wachovia team members. No awards have been granted since then, and no future awards will be granted under the 2003 SIP.
At December 31, 2017, only options were outstanding under the 2003 SIP. The options generally expire on the tenth anniversary of the grant date and vest ratably over a three-year period from the grant date. The option price is payable to us in full by methods the Board’s Human Resources Committee (HRC) designates, including, but not limited to, in cash or its equivalent, by tendering or withholding shares of our common stock having a fair market value at the time of exercise equal to the total option price, or by a combination of the foregoing. Unless the HRC determines otherwise or except as prohibited by applicable law, options may also be exercised by a “cashless exercise” where the participant gives irrevocable instructions to a broker to promptly deliver to us the amount of sale proceeds from the shares covered by the option exercised, together with any withholding taxes due to the Company. The proceeds from any cash payments upon option exercise are added to our general funds and used for general corporate purposes.
Deferred Compensation Plan.  Under the Deferred Compensation Plan, eligible team members may defer receipt of salary, bonuses and certain other compensation subject to the terms of the plan. Deferral elections are irrevocable once made except for limited re-deferral opportunities. We treat amounts deferred by a participant as if invested in the earnings options selected by the participant, and determine the deferred compensation benefit payable to the participant based on the performance of those earnings options. The plan offers a number of earnings options, including one based on our common stock with dividends reinvested. We generally distribute amounts allocated to the common stock option in shares of common stock. Participants have no direct interest in any of the earnings options and are general unsecured creditors of the Company with respect to their deferred compensation benefits under the plan.
 
Non-Qualified Deferred Compensation Plan for Independent Contractors.  Under the Non-Qualified Deferred Compensation Plan for Independent Contractors participants who performed qualifying investment or other financial services for participating affiliates as independent contractors were able to defer all or part of their eligible compensation payable to them by the affiliate subject to the terms of the plan. Deferral elections were irrevocable once made. Amounts deferred by a participant were treated as if invested in the earnings options selected by the participant, which determine the deferred compensation benefit payable to the participant. The plan offered a number of earnings options, including one based on our common stock with dividends reinvested. We generally distribute amounts allocated to the common stock option in shares of common stock. No future deferrals may be made under this plan and participants may no longer reallocate their existing account balances under the plan among different
investment options. Shares remaining available for issuance under the plan consist of shares issuable as a result of amounts credited to participant accounts denominated in our common stock to reflect cash dividends paid on the common stock. The plan is sponsored by a wholly owned subsidiary, WF Deferred Compensation Holdings, Inc. We have guaranteed its obligations under the plan. Participants have no direct interest in any of the earnings options and are general unsecured creditors of the plan sponsor and the Company with respect to their deferred compensation benefits under the plan.
 
Norwest Corporation Directors’ Formula Stock Award Plan.  Under the Norwest Corporation Directors’ Formula Stock Award Plan we awarded shares of common stock to non-employee directors. The plan allowed participants to defer receipt of all or a portion of their awards, with dividends reinvested, until a future year or years as selected by the participants subject to the terms of the plan. Participants can elect one time to defer commencement of distribution of their deferral accounts if the election is made sufficiently in advance of the original distribution commencement date and the new distribution commencement date is sufficiently beyond the original distribution commencement date. Participants have no direct interest in the shares deferred under the plan and are general unsecured creditors of the Company with respect to payment of their deferred stock awards under the plan. No future stock awards or deferrals may be made under this plan.
 
Norwest Corporation Directors’ Stock Deferral Plan. Under the Norwest Corporation Directors’ Stock Deferral Plan a participating director could defer receipt of all or part of the annual cash retainer and meeting fees payable to the director until a future year or years as selected by the director subject to the terms of the plan. A participating director could elect distribution of his or her deferral account in a lump sum in either cash or whole shares of common stock, or a combination of both. Alternatively, the director could elect to receive the distribution in up to ten annual installments of cash. A participant can elect one time to defer commencement of distribution of his or her deferral account if the election is made sufficiently in advance of the original distribution commencement date and the new distribution commencement date is sufficiently beyond the original distribution commencement date. No future deferrals may be made under this plan.

ADDITIONAL INFORMATION
 
Additional information in response to this Item 12 can be found in the Company’s 20182020 Proxy Statement under “Ownership of Our Common Stock – Directors and Executive Officers – Director and Executive Officer Stock Ownership Table” and “Ownership of Our Common Stock – Principal Shareholders.” That information is incorporated into this item by reference.





ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 
Information in response to this Item 13 can be found in the Company’s 20182020 Proxy Statement under “Corporate Governance – Item 1 – Election of Directors – Director Independence” and under “Information About Related Persons.” That information is incorporated into this item by reference.

ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES
 
Information in response to this Item 14 can be found in the Company’s 20182020 Proxy Statement under “Audit Matters – Item 3 – Ratify Appointment of Independent Registered Public Accounting Firm for 20182020 – KPMG Fees” and “Audit Matters – Item 3 – Ratify Appointment of Independent Registered Public Accounting Firm for 20182020 – Audit and Examination Committee Pre-Approval Policies and Procedures.” That information is incorporated into this item by reference.



PART IV

ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
1. FINANCIAL STATEMENTS

The Company’s consolidated financial statements, including the notes thereto, and the report of the independent registered public accounting firm thereon, are set forth in the 20172019 Annual Report to Stockholders,Shareholders, and are incorporated into this item 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 below. StockholdersShareholders 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 Corporate Secretary, MAC D1053-300,D1130-117, 301 S. CollegeTryon Street, 30th11th Floor, Charlotte, North Carolina 28202.28282.
The Company’s SEC file number is 001-2979. On and before November 2, 1998, the Company filed documents with the SEC under the name Norwest Corporation. The former Wells Fargo & Company filed documents under SEC file number 001-6214. The former Wachovia Corporation filed documents under SEC file number 001-10000.
Exhibit
Number
 Description Location
3(a)  
Restated Certificate of Incorporation, as amended and in effect on the date hereof.
 Filed herewith.
3(b)  
By-Laws.
 Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed March 1, 2018.
4(a)  See Exhibits 3(a) and 3(b).  
4(b)  The Company agrees to furnish upon request to the Commission a copy of each instrument defining the rights of holders of senior and subordinated debt of the Company.  
4(c)
Description of Securities.
Filed herewith.
10(a)* 
Long-Term Incentive Compensation Plan (as amended and restated on April 26, 2019).
Incorporated by reference to Exhibit 10(b) to the Company’s Current Report on Form 8-K filed April 26, 2019.
Long-Term Incentive Compensation Plan (as amended and restated on April 23, 2013), which includes Performance-Based Compensation Policy.
 Incorporated by reference to Exhibit 10(b) to the Company’s Current Report on Form 8-K filed April 26, 2013.2013
  
Amendment to Long-Term Incentive Compensation Plan, effective January 1, 2016.
 Incorporated by reference to Exhibit 10(a) to the Company's Annual Report on Form 10-K for the year ended December 31, 2015.
  
Long-Term Incentive Compensation Plan.
 Incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.2009
  Forms of Performance Share Award Agreement:  
  
For grants on or after February 26, 2018;24, 2020;
 Filed herewith.
  
For grants on or after February 26, 2019;
Incorporated by reference to Exhibit 10(a) to the Company's Annual Report on Form 10-K for the year ended December 31, 2018.
For grants on or after February 26, 2018;
Incorporated by reference to Exhibit 10(a) to the Company's Annual Report on Form 10-K for the year ended December 31, 2017.
For grants on or after February 28, 2017;
 Incorporated by reference to Exhibit 10(a) to the Company's Annual Report on Form 10-K for the year ended December 31, 2016.
  
For grants on or after February 23, 2016;
 Incorporated by reference to Exhibit 10(a) to the Company's Annual Report on Form 10-K for the year ended December 31, 2015.
  
For grants on or after February 24, 2015; and
 Incorporated by reference to Exhibit 10(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.
  
For grants on or after February 26, 2013.
 Incorporated by reference to Exhibit 10(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.
  Forms of Restricted Share Rights Award Agreement:  
  
For grants on or after December 14, 2017;February 24, 2020;
 Filed herewith.
  
For grantsRestricted Share Rights Award Agreement for grant to Charles W. Scharf on or after February 28, 2017;October 21, 2019;
Incorporated by reference to Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.
For grants on or after February 23, 2016;
Incorporated by reference to Exhibit 10(a) to the Company's Annual Report on Form 10-K for the year ended December 31, 2015.
For grants on or after February 24, 2015; and
 Incorporated by reference to Exhibit 10(a) to the Company’s AnnualCurrent Report on Form 10-K for the year ended December 31, 2014.8-K filed October 25, 2019.
*  Management contract or compensatory plan or arrangement.
  



Exhibit
Number
 Description Location
  
For grants on or after April 7, 2019;
Incorporated by reference to Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.
For grants on or after February 26, 2019;
Incorporated by reference to Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.
For grants on or after December 14, 2017;
Incorporated by reference to Exhibit 10(a) to the Company's Annual Report on Form 10-K for the year ended December 31, 2017.
For grants on or after February 28, 2017;
Incorporated by reference to Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.
For grants on or after February 23, 2016;
Incorporated by reference to Exhibit 10(a) to the Company's Annual Report on Form 10-K for the year ended December 31, 2015.
For grants on or after February 24, 2015; and
Incorporated by reference to Exhibit 10(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.
For grants on or after February 26, 2013.
 Incorporated by reference to Exhibit 10(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.
  
Form of Non-Qualified Stock Option Agreement.
 Incorporated by reference to Exhibit 10(b) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.
10(b)*

 
Letter Agreement,Wells Fargo Bonus Plan, as amended effective January 1, 2020.
Incorporated by reference to Exhibit 10(b) to the Company's Quarterly Report on Form 10-Q for the quarter ended September 27, 2016, between30, 2019.
Wells Fargo Bonus Plan, as amended effective January 1, 2019.
Incorporated by reference to Exhibit 10(b) to the Company and Carrie Tolstedt.Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.
Wells Fargo Bonus Plan, as amended effective January 1, 2018.
 Incorporated by reference to Exhibit 10(a) to the Company's CurrentQuarterly Report on Form 8-K filed September 28, 2016.10-Q for the quarter ended June 30, 2018.
10(b)* 
Wells Fargo Bonus Plan, as amended effective January 1, 2017.
 Incorporated by reference to Exhibit 1o(b)10(b) to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.
10(c)* 
Wells Fargo Bonus Plan, as amended effective January 1, 2015.Form of Cash Award Agreement for grants on or after February 26, 2019.
 Incorporated by reference to Exhibit 10(a) to the Company’sCompany's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015.2019.
10(c)10(d)* 
Deferred Compensation Plan, as amended and restated effective January 1, 2020.
Filed herewith.
Deferred Compensation Plan, as amended effective January 1, 2008.
 Incorporated by reference to Exhibit 10(f) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.
  
Amendment to Deferred Compensation Plan, effective December 31, 2018.
Incorporated by reference to Exhibit 10(c) to the Company's Annual Report on Form 10-K for the year ended December 31, 2018.
Amendment to Deferred Compensation Plan, effective July 1, 2017.
 Incorporated by reference to Exhibit 10(c) to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.
  
Amendment to Deferred Compensation Plan, effective January 1, 2017.
 Incorporated by reference to Exhibit 10(d) to the Company's Annual Report on Form 10-K for the year ended December 31, 2016.
  
Amendments to Deferred Compensation Plan, effective August 1, 2016 and January 1, 2017.
 Incorporated by reference to Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016.
  
Amendment to Deferred Compensation Plan, effective January 1, 2016.
 Incorporated by reference to Exhibit 10(e) to the Company's Annual Report on Form 10-K for the year ended December 31, 2015.
  
Amendment to Deferred Compensation Plan, effective January 1, 2015.
 Incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.
Amendment to Deferred Compensation Plan, effective January 1, 2013.
Incorporated by reference to Exhibit 10(e) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.
Amendment to Deferred Compensation Plan, effective January 1, 2011.
Incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011.
Amendment to Deferred Compensation Plan, effective December 1, 2009.
Incorporated by reference to Exhibit 10(f) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.
10(d)*
Directors Stock Compensation and Deferral Plan.
Incorporated by reference to Exhibit 10(f) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.
Amendment to Directors Stock Compensation and Deferral Plan, effective April 1, 2013.
Incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.
Amendment to Directors Stock Compensation and Deferral Plan, effective January 1, 2013.
Incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.



Exhibit
Number
 Description Location
  
Amendment to Deferred Compensation Plan, effective January 1, 2013.
Incorporated by reference to Exhibit 10(e) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.
Amendment to Deferred Compensation Plan, effective January 1, 2011.
Incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011.
Amendment to Deferred Compensation Plan, effective December 1, 2009.
Incorporated by reference to Exhibit 10(f) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.
10(e)*
Directors Stock Compensation and Deferral Plan.
Incorporated by reference to Exhibit 10(f) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.
Amendment to Directors Stock Compensation and Deferral Plan, effective April 1, 2013.
Incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.
Amendment to Directors Stock Compensation and Deferral Plan, effective January 1, 2013.
Incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.
Amendment to Directors Stock Compensation and Deferral Plan, effective January 24, 2012.
 
 Incorporated by reference to Exhibit 10(f) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.
  
Amendment to Directors Stock Compensation and Deferral Plan, effective January 25, 2011.
 
 Incorporated by reference to Exhibit 10(d) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011.
  
Amendment to Directors Stock Compensation and Deferral Plan, effective February 24, 2009.
 
 Incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.
  
Amendments to Directors Stock Compensation and Deferral Plan, effective September 23, 2008.
 
 Incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008.
  
Amendment to Directors Stock Compensation and Deferral Plan, effective January 22, 2008.
 Incorporated by reference to Exhibit 10(f) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.
  
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 Company’s Annual Report on Form 10-K for the year ended December 31, 2006.
  
Form of Non-Qualified Stock Option Agreement for grants to directors on or before April 29, 2008.
 Incorporated by reference to Exhibit 10(b) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.
10(e)10(f)* 
Deferred CompensationDeferral Plan for Non-Employee Directors of the former Norwest.Wells Fargo.
 Incorporated by reference to Exhibit 10(c)10(b) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999.
Amendment to Deferred Compensation Plan for Non-Employee Directors, effective January 1, 2004.
Incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
Amendment to Deferred Compensation Plan for Non-Employee Directors, effective November 1, 2000.
Filed as paragraph (4) of Exhibit 10(ff) to the Company'sformer Wells Fargo’s Annual Report on Form 10-K for the year ended December 31, 2000.1997.
10(f)* 
Directors’ StockAmendment to Deferral Plan, for directors of the former Norwest.effective January 1, 2004.
 Incorporated by reference to Exhibit 10(d) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999.2003.
10(g)* 
Amendment to Directors’ Stock Deferral Plan, effective January 1, 2004.Supplemental 401(k) Plan.
 Incorporated by reference to Exhibit 10(c) to the Company’s QuarterlyCurrent Report on Form 10-Q for the quarter ended September 30, 2003.8-K filed May 4, 2009.
  
Amendment to Directors' Stock DeferralSupplemental 401(k) Plan, effective November 1, 2000.December 31, 2018.
 Filed as paragraph (5) ofIncorporated by reference to Exhibit 10(ff)10(i) to the Company's Annual Report on Form 10-K for the year ended December 31, 2000.2018.
10(g)* 
Directors’ Formula Stock AwardAmendment to Supplemental 401(k) Plan, for directors of the former Norwest.effective July 1, 2017.
 Incorporated by reference to Exhibit 10(e)10(d) to the Company’sCompany's Quarterly Report on Form 10-Q for the quarter ended SeptemberJune 30, 1999.2017.
  
Amendment to Directors’ Formula Stock AwardSupplemental 401(k) Plan, effective January 1, 2004.2015.
 Incorporated by reference to Exhibit 10(b) to the Company’s Quarterly Report on Form 10-Q for the quarter ended SeptemberJune 30, 2003.2014.
10(h)* 
Amendment to Directors' Formula Stock Award Plan, effective November 1, 2000.Supplemental Cash Balance Plan.
 Filed as paragraph (6) ofIncorporated by reference to Exhibit 10(ff)10(b) to the Company's AnnualCompany’s Current Report on Form 10-K for the year ended December 31, 2000.8-K filed May 4, 2009.



Exhibit
Number
 Description Location
10(h)* 
DeferralAmendment to Supplemental Cash Balance Plan, for Directors of the former Wells Fargo.effective February 1, 2019.
 Incorporated by reference to Exhibit 10(b)10(j) to the former Wells Fargo’sCompany's Annual Report on Form 10-K for the year ended December 31, 1997.2018.
  
Amendment to DeferralSupplemental Cash Balance Plan, effective January 1, 2004.December 31, 2018.
 Incorporated by reference to Exhibit 10(d) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
10(i)*
Supplemental 401(k) Plan.
Incorporated by reference to Exhibit 10(c) to the Company’s Current Report on Form 8-K filed May 4, 2009.Filed herewith.
  
Amendment to Supplemental 401(k) Plan, effective July 1, 2017.
Incorporated by reference to Exhibit 10(d) to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.
Amendment to Supplemental 401(k) Plan, effective January 1, 2015.
Incorporated by reference to Exhibit 10(b) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.
10(j)*
Supplemental Cash Balance Plan.
Incorporated by reference to Exhibit 10(b) to the Company’s Current Report on Form 8-K filed May 4, 2009.
Amendment to Supplemental Cash Balance Plan, effective July 1, 2017.
 Incorporated by reference to Exhibit 10(e) to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.
10(k)10(i)* Supplemental Long-Term Disability Plan. Incorporated by reference to Exhibit 10(f) to the Company’s 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 Company’s Annual Report on Form 10-K for the year ended December 31, 1992.
10(l)10(j)* 
Description of Relocation Program.
 Incorporated by reference to Exhibit 10(y) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.
10(m)10(k)* 
Description of Chairman/CEO Post-Retirement Policy.
 Incorporated by reference to Exhibit 10(w) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.
10(n)10(l)* 
Description of the Company's Non-Employee Director Equity Compensation Program, effective January 1, 2016.
 Incorporated by reference to Exhibit 10(q) to the Company's Annual Report on Form 10-K for the year ended December 31, 2015.
10(o)10(m)* 
Description of Wells Fargo Bank, N.A. Director Compensation Program, effective January 1, 2015.
 Incorporated by reference to Exhibit 10(s) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.
10(p)10(n)* 
Amended and Restated Wachovia Corporation Deferred Compensation Plan for Non-Employee Directors.
 Incorporated by reference to Exhibit (10)(f) to Wachovia Corporation’s Current Report on Form 8-K filed December 29, 2008.
  
Amendment to Amended and Restated Wachovia Corporation Deferred Compensation Plan for Non-Employee Directors, effective June 1, 2009.
 Incorporated by reference to Exhibit 10(aa) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.
10(q)10(o)* 
Wachovia Corporation Executive Deferred Compensation Plan.
 
Incorporated by reference to Exhibit (10)(d) to WachoviaCorporation’s Annual Report on Form 10-K for the year ended December 31, 1997.
10(r)10(p)* 
Wachovia Corporation Supplemental Executive Long-Term Disability Plan, as amended and restated.
 
Incorporated by reference to Exhibit (99) to Wachovia Corporation’sCurrent Report on Form 8-K filed January 5, 2005.
10(s)10(q)* 
Amended and Restated Wachovia Corporation Savings Restoration Plan.
 Incorporated by reference to Exhibit 10(b) to Wachovia Corporation's Current Report on Form 8-K filed December 29, 2008.
  
Wachovia Corporation Savings Restoration Plan.
 
Incorporated by reference to Exhibit (10)(gg) to WachoviaCorporation’s Annual Report on Form 10-K for the year ended December 31, 2002.
Amendment to Wachovia Corporation Savings Restoration Plan, effective December 31, 2018.
Incorporated by reference to Exhibit 10(s) to the Company's Annual Report on Form 10-K for the year ended December 31, 2018.
Amendment to Wachovia Corporation Savings Restoration Plan, effective July 1, 2017.
Incorporated by reference to Exhibit 10(f) to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.
Amendments to Wachovia Corporation Savings Restoration Plan, effective August 1, 2016.
Incorporated by reference to Exhibit 10(b) to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016.
Amendment 2008-1 to Wachovia Corporation Savings Restoration Plan. 
Incorporated by reference to Exhibit (10)(c) to Wachovia Corporation’sCurrent Report on Form 8-K filed December 29, 2008.
Amendment 2007-1 to Wachovia Corporation Savings Restoration Plan. 
Incorporated by reference to Exhibit (10)(b) to WachoviaCorporation’s Current Report on Form 8-K filed December 20, 2007.
10(r)*
Amended and Restated Wachovia Corporation 2003 Stock Incentive Plan.
Incorporated by reference to Appendix E to Wachovia Corporation’sRegistration Statement on Form S-4 (Reg. No. 333-134656) filedon July 24, 2006.


Exhibit
Number
 Description Location
  
Amendment to Wachovia Corporation Savings Restoration Plan, effective July 1, 2017.
 Incorporated by reference to Exhibit 10(f) to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.
  
Amendments to Wachovia Corporation Savings Restoration Plan, effective August 1, 2016.
 Incorporated by reference to Exhibit 10(b) to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016.
  
Amendment 2008-1 to Wachovia Corporation Savings Restoration Plan. 
 
Incorporated by reference to Exhibit (10)(c) to Wachovia Corporation’s Current Report on Form 8-K filed December 29, 2008.
  
Amendment 2007-1 to Wachovia Corporation Savings Restoration Plan. 
 
Incorporated by reference to Exhibit (10)(b) to Wachovia Corporation’s Current Report on Form 8-K filed December 20, 2007.
10(t)* 
Amended and Restated Wachovia Corporation 2003 Stock Incentive Plan.
 
Incorporated by reference to Appendix E to Wachovia Corporation’s Registration Statement on Form S-4 (Reg. No. 333-134656) filed on July 24, 2006.
  
Amendment to Amended and Restated Wachovia Corporation 2003 Stock Incentive Plan, effective February 24, 2009.
 Incorporated by reference to Exhibit 10(b) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.
  
Form of stock award agreement for Executive Officers of Wachovia Corporation, including David M. Carroll.
 Incorporated by reference to Exhibit 10(ss) to Wachovia Corporation's Annual Report on Form 10-K for the year ended December 31, 2004.
  
Form of stock award agreement for employees of Wachovia Corporation, including Jonathan Weiss.
 Incorporated by reference to Exhibit 10(g) to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.
10(u)* 
Amended and Restated SouthTrust Corporation Additional Retirement Benefit Plan (Pension) effective July 15, 1992, Addendum thereto dated April 20, 1994, and Amendment 2008-1 thereto dated December 29, 2008.
 Incorporated by reference to Exhibit 10(bb) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.
12(a)    
Computation of Ratios of Earnings to Fixed Charges:
 Filed herewith.
            Year ended December 31,    
            2017
 2016
 2015
 2014
 2013
   
      Including interest on deposits 3.78
 6.06
 8.60
 8.56
 7.91
   
      Excluding interest on deposits 5.01
 7.49
 10.74
 11.05
 10.68
   
                   
12(b)    
Computation of Ratios of Earnings to Fixed Charges and Preferred Dividends:
 Filed herewith.
            Year ended December 31,    
            2017
 2016
 2015
 2014
 2013
   
      Including interest on deposits 3.14
 4.45
 5.84
 6.27
 5.99
   
      Excluding interest on deposits 3.87
 5.12
 6.68
 7.44
 7.36
   




Exhibit
Number
DescriptionLocation
Amendment to Amended and Restated Wachovia Corporation 2003 Stock Incentive Plan, effective February 24, 2009.
Incorporated by reference to Exhibit 10(b) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.
Form of stock award agreement for employees of Wachovia Corporation, including Jonathan Weiss.
Incorporated by reference to Exhibit 10(g) to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.
10(s)*
Amended and Restated SouthTrust Corporation Additional Retirement Benefit Plan (Pension) effective July 15, 1992, Addendum thereto dated April 20, 1994, and Amendment 2008-1 thereto dated December 29, 2008.
Incorporated by reference to Exhibit 10(bb) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.
10(t)*
Key/Specified Employee Policy.
Incorporated by reference to Exhibit 10(v) to the Company's Annual Report on Form 10-K for the year ended December 31, 2018.
10(u)*
Offer Letter to Charles W. Scharf, dated September 26, 2019.
Incorporated by reference to Exhibit 10(a) to the Company's Current Report on Form 8-K filed September 27, 2019.
13
20172019 Annual Report to Stockholders.Shareholders.
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.
99
Description of Replacement Capital Covenants of Wells Fargo and Wachovia.
Incorporated by reference to Exhibit 99 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.
101.INS101.SCHXBRL Instance Document.Filed herewith.
101.SCHXBRL Taxonomy Extension Schema Document.Filed herewith.
101.CALXBRL Taxonomy Extension Calculation Linkbase Document.Filed herewith.
101.LABXBRL Taxonomy Extension Label Linkbase Document.Filed herewith.
101.PREXBRL Taxonomy Extension Presentation Linkbase Document.Filed herewith.
101.DEFXBRL Taxonomy Extension Definitions Linkbase Document.Filed herewith.
104Cover Page Interactive Data File.Formatted as Inline XBRL and contained in Exhibit 101.






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 March 1, 2018.February 26, 2020.
 
WELLS FARGO & COMPANY
 
 
By:     
/s/ TIMOTHY J. SLOANCHARLES W. SCHARF
Timothy J. SloanCharles W. Scharf
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/ TIMOTHY J. SLOANCHARLES W. SCHARF
Timothy J. SloanCharles W. Scharf
President and Chief Executive Officer
(Principal Executive Officer)
March 1, 2018February 26, 2020
  
By:     
/s/ JOHN R. SHREWSBERRY
John R. Shrewsberry
Senior Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
March 1, 2018February 26, 2020
  
By:     
/s/ RICHARD D. LEVY
Richard D. Levy
Executive Vice President and ControllerChief Accounting Officer
(Principal Accounting Officer)
March 1, 2018February 26, 2020
 
 
The Directors of Wells Fargo & Company listed below have duly executed powers of attorney empowering James H. Quigley to sign this document on their behalf.
 
John D. Baker IILloyd H. DeanWayne M. HewettMaria R. MorrisJames H. Quigley
John S. ChenElizabeth A. DukeKarenRichard B. PeetzPayne, Jr.Ronald L. Sargent
Celeste A. ClarkEnrique Hernandez, Jr.Federico F. PeñaTimothy J. Sloan
Theodore F. Craver, Jr.Donald M. JamesJuan A. PujadasCharles W. Scharf
Theodore F. Craver, Jr.Maria R. MorrisJames H. QuigleySuzanne M. Vautrinot
Elizabeth A. DukeCharles H. Noski
  
By:     
/s/ JAMES H. QUIGLEY
James H. Quigley
Director and Attorney-in-fact
March 1, 2018February 26, 2020
 




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