0000072971us-gaap:FairValueInputsLevel2Memberus-gaap:VariableInterestEntityNotPrimaryBeneficiaryMemberwfc:ResecuritizationMember2020-01-012020-12-31 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, 20172021 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: 1-866-878-5865
1-866-249-3302
Securities registered pursuant to Section 12(b) of the Act:
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| Title of Each Class | Trading Symbol | Name of
Each Exchangeon Which Registered |
Common Stock, par value $1-2/3 Warrants to purchase shares of Common Stock (expiring October 28, 2018)
| WFC | New York Stock Exchange (NYSE) NYSE
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Depositary Shares, each representing a 1/40th interest in a share of 8.00% Non-Cumulative Perpetual Class A Preferred Stock, Series J | NYSE |
| 7.5% Non-Cumulative Perpetual Convertible Class A Preferred Stock, Series L | NYSE |
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series N | NYSE |
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series O | NYSE |
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series PWFC.PRL | NYSE |
| 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 Q | WFC.PRQ | NYSE |
| 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 R | NYSE |
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series T | NYSE |
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series V | NYSE |
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series W | NYSE |
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series XWFC.PRR | NYSE |
| Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series Y | WFC.PRY | NYSE |
| Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series Z | WFC.PRZ | NYSE |
| Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series AA | WFC.PRA | NYSE |
| Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series CC | WFC.PRC | NYSE |
| Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series DD | WFC.PRD | NYSE |
Guarantee of 5.80% Fixed-to-Floating Rate Normal Wachovia Income Trust SecuritiesMedium-Term Notes, Series A, due October 30, 2028 of Wachovia Capital Trust IIIWells Fargo Finance LLC | WFC/28A | NYSE |
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (§ 15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
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, 2017,2021, the aggregate market value of common stock held by non-affiliates was approximately $274.7$185.7 billion, based on a closing price of $55.41.$45.29. At February 20, 2018, 4,877,753,89911, 2022, 3,814,556,833 shares of common stock were outstanding.
Documents Incorporated by Reference in Form 10-K
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| Incorporated Documents | Where incorporated in Form 10-K |
1.Portions of the Company’s Annual Report to StockholdersShareholders for the year ended December 31, 20172021 (“20172021 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. 15 |
2.Portions of the Company’s Proxy Statement for the Annual Meeting of StockholdersShareholders to be held April 24, 201826, 2022 (“20182022 Proxy Statement”) | Part III – Items 10, 11, 12, 13 and 14 |
PART I.
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, 2017,2021, we had assets of $2.0approximately $1.9 trillion, loans of $957$895.4 billion, deposits of $1.3$1.5 trillion and stockholders’ equity of $207$188 billion. Based on assets, we were the thirdfourth largest bank holding company in the United States. At December 31, 2017,2021, Wells Fargo Bank, N.A. was the Company’s principal subsidiary with assets of $1.7$1.8 trillion, or 90%91% of the Company’s assets.
At December 31, 2017, we had 262,700 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.gov1.
DESCRIPTION OF BUSINESS
General
We are a diversifiedleading financial services company. We provide retail,company that provides a diversified set of 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 auto, 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 have threeAs of December 31, 2021, we had four reportable operating segments for management reporting purposes: CommunityConsumer Banking and Lending; Commercial Banking; WholesaleCorporate and Investment Banking; and Wealth and Investment Management. The 20172021 Annual Report to StockholdersShareholders includes financial information and descriptions of these operating segments.
Human Capital
Our people are what set Wells Fargo apart and are critical to our success. Wells Fargo continues to invest in our employees by offering market competitive compensation, career-development opportunities, a broad array of benefits, and strong work-life programs.
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1 We do not control this website. Wells Fargo has provided this link for your convenience, but does not endorse and is not responsible for the content, links, privacy policy, or security policy of this website. |
We have set common expectations for everyone at the Company. These expectations guide how we lead ourselves, collaborate with our colleagues, and make decisions. The following expectations apply to everyone at Wells Fargo, at every level, and in every role:
•Embrace candor
•Do what’s right
•Be great at execution
•Learn and grow
•Champion diversity and inclusion
•Build high-performing teams (for managers)
At December 31, 2021, we had 247,848 active employees, with approximately 84% of employees based in the United States. Our global workforce was 53% female and 47% male, and our U.S. workforce was 56% female and 44% male. Our U.S. workforce was 55% Caucasian/white and 45% racially/ethnically diverse.
Supporting Employees During the COVID-19 Pandemic. Keeping employees safe remains a priority. We have taken measures to enhance the safety in our offices and branch locations based on guidance from the U.S. Centers for Disease Control and Prevention. Safety kits were offered to all Wells Fargo employees and free, voluntary, on-site or self-administered COVID-19 testing is available for employees currently working at Wells Fargo locations in the U.S. Globally, employees can receive up to eight hours of additional paid time off for COVID-19 vaccine appointments. Early in the pandemic, we adjusted our child care benefits in the U.S. and Canada to provide additional resources and flexibility for employees impacted by school closures. We also enhanced our health care and time-off benefits in the U.S. to help cover medical costs associated with COVID-19 and allow high-risk, exposed, or infected employees to stay home without having to take paid time off. Employees have access to a range of other resources through our internal COVID-19 resource center.
Promoting Diversity, Equity and Inclusion. Meeting the increasingly diverse needs of Wells Fargo’s global customer base is critical to our company’s long-term growth and success. Wells Fargo values and promotes diversity, equity and inclusion (DE&I) in every aspect of our business. We are dedicated to recruitment and career development practices that support our employees and promote diversity in our workforce at all levels of our Company, including leadership positions. We have a strong record of recruiting, promoting, and rewarding women and racially/ethnically diverse employees at all levels of our Company, including a commitment to increase diverse representation in leadership roles. In November 2020, a new Operating Committee-level role reporting directly to our CEO was created to lead DE&I efforts. In this role, our Head of Diverse Segments, Representation and Inclusion is responsible for driving a Company-wide DE&I strategy.
Pay Equity Review.Wells Fargo is committed to fair and equitable compensation practices, and we regularly review our compensation programs and practices for pay equity. Each year, we engage a third-party consultant to conduct a thorough pay equity review of employee compensation, which considers gender, race, and ethnicity. The results of our 2021 review, after accounting for factors such as role, tenure, and geography, show that women at Wells Fargo continued to earn more than 99 cents for every $1 earned by their male peers. In addition, our U.S. employees who are racially/ethnically diverse continued to earn more than 99 cents for every $1 earned by Caucasian/white
peers. These results have remained consistent since we started publishing the results of our pay equity review in 2017.
Employee training and development. We invest heavily in coaching and training for employees and managers. We believe that when our employees feel properly supported, engaged, and confident in their skills, they are more effective and can provide an even better customer experience. During 2021, we invested approximately $200 million in a variety of employee learning and development programs, including functional training, regulatory compliance, leadership and professional development, early talent development programs, and tuition reimbursement.
Compensation and benefits. We value and support our people as a competitive advantage. We provide all eligible full- and part-time employees (and their eligible dependents, as applicable) with a comprehensive set of benefits designed to protect their physical and financial health and to help them make the most of their financial future.
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, Loan28 (Regulatory Capital Requirements and DividendOther Restrictions) and Note 27 (Regulatory and Agency Capital Requirements) to Financial Statements included in the 20172021 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 depository institutions and bank holding companies (BHCs) 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,make acquisitions, 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 20172021 Annual Report to StockholdersShareholders for additional information.
General
Parent Bank Holding Company. As a bank holding company,BHC, 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 companyBHC for purposes of othervarious FRB regulations. As a bank holding companyBHC that has elected to becomebe treated as 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,BHC, 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,BHC, 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,BHCs, 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,performance is also taken into account by regulators in reviewing applications to "Needs to Improve" due to previously issued regulatory consent orders and, thus, we are subject to, among other things, the prohibitions noted above.establish bank branches. 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 2017 Annual Report to Stockholders.
Interstate Banking. Under the Riegle-Neal Interstate Banking and Branching Act (Riegle-Neal Act), a bank holding companyBHC 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 companyBHC 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.requirements. For information about the restrictions applicable to the Parent’s subsidiary banks, see Note 3 (Cash, Loan28 (Regulatory Capital Requirements and DividendOther Restrictions) to Financial Statements included in the 20172021 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 an indirect subsidiaryand certain other subsidiaries of the Parent designated from time to time as material entities for resolution planning purposes or identified from time to time 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 20172021 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),BHCs, including Wells Fargo, to submit annual capital plans and to obtain regulatory approval before makingdescribing planned 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,rules, including the reforms known as Basel III, which established various capital requirements for U.S. banking organizations. Moreover, federal banking regulators have finalized a rulerules that enhances therequire leverage and 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 maintainmeet any of these minimum capital ratios and capital buffersrequirements could result in limitations or restrictions on our ability to make capital distributions.
In addition, the FRB'sFRB’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 2021 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 valueassets 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 tomust 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 subsidiaries include banks in the Company’s subsidiary banksU.S., such as Wells Fargo Bank, N.A., that 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,BHC, 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.BHC. “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"“Risk Factors” sections of the 20172021 Annual Report to Stockholders.Shareholders.
Capital and Liquidity Requirements and Capital Planning
The Company and each of our insured depository institutions are subject to various regulatory capital adequacy and liquidity requirements administered by federal banking regulators. TheseThe 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 leverage and supplementary leverage ratio on large BHCs, like Wells Fargo, and ourtheir insured depository institutions, and to implement a liquidity coverage ratio and a net stable funding 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)federal banking regulators propose changes and amendments to, and issue interpretations of, risk-based capital guidelinesrequirements 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 agenciesFederal banking regulators 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'sFRB’s capital plan rule requires largeestablishes capital planning and other requirements that govern capital distributions, including dividends and share repurchases, by certain 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.Wells Fargo. 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 20172021 Annual Report to Stockholders.Shareholders.
Deposit Insurance Assessments
Our subsidiaryThe Company’s subsidiaries include banks, includingsuch as Wells Fargo Bank, N.A., that are members of the Deposit Insurance Fund (DIF) maintained by the FDIC. Through the DIF, the FDIC insures the deposits of our insured 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 Boardhas 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 reaches 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 attargeting a designated reserve ratio of 2%.
In addition to the base assessments and any surcharge, all FDIC-insured depository institutions must also 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. This assessment was 0.56% of the assessable deposit base for first quarter 2017, and was 0.54% for the second, third and fourth quarters of 2017. For the year ended December 31, 2017,2021, the Company’sCompany's FDIC deposit insurance assessments including FICO assessments, totaled $1.3 billion.$666 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 hasor its directors have engaged in unsafe or unsound practices or hashave violated any applicable rule,law, 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 monetary 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 fewseveral 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 20172021 Annual Report to StockholdersShareholders under “Financial Review” and under “Financial Statements.” That information is incorporated into this item by reference.
Information in response to this Item 1A can be found in this report on pages 2-6under Item 1 and in the 20172021 Annual Report to StockholdersShareholders under “Financial Review – Risk Factors.” That information is incorporated into this item by reference.
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| | | | |
| ITEM 1B. | UNRESOLVED STAFF COMMENTS |
Not applicable.
| | | | | | | | |
| December 31, 2021 | | Approximate square footage
(in millions) |
| We occupy properties in: | | |
| | |
December 31, 2017United States | | Approximate square footage
(in millions)
|
We currently occupy properties in:San Francisco-Oakland-Berkely, CA metro area | | |
| | |
United States | | |
San Francisco, California | | |
| 420 Montgomery Street (corporate headquarters) | | 0.30.4 |
| All other San Francisco metro area locations | | 4.22.8 |
Total San Francisco, CaliforniaCA metro area | | 4.53.2 |
| | |
| Top 10 other U.S. locations: | | |
| Charlotte-Concord-Gastonia, NC-SC | | 7.46.5 |
| Minneapolis-St. Paul-Bloomington, MN-WI | | 6.05.0 |
| New York-Newark-Jersey City, NY-NJ-PA | | 3.2 |
| Los Angeles-Long Beach-Anaheim, CA | | 4.13.1 |
Phoenix-Mesa-Scottsdale, AZ | | 3.6 |
New York-Newark-Jersey City, NY-NJ-PA | | 3.5 |
| Des Moines-West Des Moines, IA | | 3.43.1 |
| Phoenix-Mesa-Chandler, AZ | | 2.9 |
| St. Louis, MO-IL | | 2.52.2 |
Philadelphia-Camden-Wilmington, PA-NJ-DE-MD | | 2.2 |
| Dallas-Fort Worth-Arlington, TX | | 1.91.6 |
Atlanta-Sandy Springs-Roswell, GAPhiladelphia-Camden-Wilmington, PA-NJ-DE-MD | | 1.71.4 |
| Miami-Fort Lauderdale-Pompano Beach, FL | | 1.4 |
| All other U.S. locations | | 47.435.0 |
| Total United States | | 88.268.6 |
| | |
| Top 5 International locations: | | |
| India | | 1.52.3 |
| Philippines | | 0.50.9 |
CanadaUnited Kingdom | | 0.20.3 |
United Kingdom | | 0.2 |
China | | 0.2 |
| All other international locations | | 0.3 |
| Total International | | 2.93.8 |
| | |
| Total square footage of property occupied for business operations (1) | | 91.172.4 |
(1)In addition to the total square footage of property occupied, Wells Fargo held 3.8 million square feet of real estate as of December 31, 2021, that was vacant pending disposition, leased to retail tenants or leased-to-term by third-party office tenants.
As of December 31, 2017,2021, we provided a diversified set of banking, investments,investment and mortgage products and services, as well as consumer and commercial finance, through more than 8,300banking locations and offices 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 20172021 Annual Report to StockholdersShareholders under “Financial Statements – Notes to Financial Statements – Note 7 (Premises, Equipment Lease Commitments and Other Assets).” That information is incorporated into this item by reference.
Information in response to this Item 3 can be found in the 20172021 Annual Report to StockholdersShareholders under “Financial Statements – Notes to Financial Statements – Note 15 (Legal Actions).” That information is incorporated into this item by reference.
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| | | | |
| ITEM 4. | MINE SAFETY DISCLOSURES |
Not applicable.
PART II
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| | | | |
| 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 20172021 Annual Report to StockholdersShareholders provides stockholder return comparisons and is incorporated herein by reference. At February 20, 2018,11, 2022, there were 173,086250,783 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 20172021 Annual Report to StockholdersShareholders under “Financial Statements – Notes to Financial Statements – Note 3 (Cash, Loan28 (Regulatory Capital Requirements and DividendOther Restrictions)” are incorporated into this item by reference.
REPURCHASES OF EQUITY SECURITIES
In January 2016,July 2019, our Board of Directors authorized the repurchase of 350 million shares of our common stock. In January 2021, our
Board of Directors authorized the repurchase of an additional 500 million shares of our common stock. At December 31, 2021, we had remaining Board authority to repurchase approximately 361 million shares of common stock, subject to regulatory and legal conditions. The authorization coversauthorizations cover shares repurchased to meet team memberemployee benefit plan requirements. The Company maintains a variety of retirement plans for its team membersemployees 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 memberemployee 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 20172021 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, 2021.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Calendar month | | Total number of
shares repurchased (1) | | Weighted-average
price paid per share | | Maximum number of
shares that may yet
be repurchased under
the authorizations |
| October | | 36,092,310 | | | $ | 50.07 | | | 464,405,588 | |
| November | | 80,585,475 | | | 50.66 | | | 383,820,113 | |
| December | | 23,001,846 | | | 48.79 | | | 360,818,267 | |
| Total | | | | 139,679,631 | | | | | |
| | | | | | | | |
|
| | | | | | | | | | | | |
| The following table shows Company repurchases of its common stock for each calendar month in the quarter ended December 31, 2017. |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | Maximum number of |
|
| | | | | Total number |
| | | | shares that may yet |
|
| | | | | of shares |
| | Weighted-average |
| | be repurchased under |
|
| Calendar month | | repurchased (1) |
| | price paid per share |
| | the authorization |
|
| October | | 8,090,096 |
| | $ | 54.46 |
| | 114,098,332 |
|
| November (2) | | 33,350,313 |
| | 54.36 |
| | 80,748,019 |
|
| December | | 9,935,606 |
| | 59.57 |
| | 70,812,413 |
|
| | | Total | | 51,376,015 |
| | | | |
| | | | | | | | | |
| |
(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. Unless modified or revoked by the Board, this authorization does 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 month | | repurchased (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[RESERVED] |
Information in response to this Item 6 can be found in the 2017 Annual Report to Stockholders under “Financial Review” in Table 1. That information is incorporated into this item by reference.
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| | | | |
| ITEM 7. | MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANACIALFINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Information in response to this Item 7 can be found in the 20172021 Annual Report to StockholdersShareholders under “Financial Review.” That information is incorporated into this item by reference.
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| | | | |
| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Information in response to this Item 7A can be found in the 20172021 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 20172021 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
20172021 Annual Report to StockholdersShareholders under “Controls and
Procedures.” That information is incorporated into this item by reference.
|
| | | | |
| ITEM 9B. | OTHER INFORMATION |
Not applicable.
| | | | | |
| ITEM 9C. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS |
Not applicable.
PART III
|
| | | | |
| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
INFORMATION ABOUT OUR EXECUTIVE OFFICERS OF THE REGISTRANT
Muneera S. Carr (age 53)
Executive Vice President, Chief Accounting Officer and Controller since March 2020;
Executive Vice President and Controller from January 2020 to March 2020;
HopeExecutive Vice President from February 2013 to October 2019 and Chief Financial Officer from January 2018 to October 2019 at Comerica, Incorporated, a financial services company;
Chief Accounting Officer at Comerica Incorporated from July 2010 to January 2018.
Ms. Carr has served with the Company for 2 years.
William M. Daley (age 73)
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 2 years.
Derek A. HardisonFlowers (age 53)50)
Senior Executive Vice President and Chief Risk Officer since January 2022;
Senior Executive Vice President and Chief Administrative Officer since September 2015Head of Strategic Execution and Human Resources Director since September 2010;Operations from June 2019 to January 2022;
Executive Vice President (Human Resources)and Chief Credit and Market Risk Officer from September 2010July 2016 to September 2015.June 2019.
Ms. HardisonMr. Flowers has served with the Company or its predecessors for 2523 years.
Richard D. LevyKyle G. Hranicky (age 60)
Executive Vice President and Controller since February 2007.
Mr. Levy has served with the Company for 15 years.
Michael J. Loughlin (age 62)52)
Senior Executive Vice President and Chief Risk OfficerCEO of Commercial Banking since September 2021;
Executive Vice President and Head of Wells Fargo Middle Market Banking from August 2018 to September 2021;
Executive Vice President and Head of Wells Fargo Corporate Banking Group from April 2015 to July 2011.2018.
Mr. LoughlinHranicky has served with the Company or its predecessors for 3627 years.
Bei Ling (age 51)
Senior Executive Vice President and Head of Human Resources since October 2021;
Managing Director, Human Resources at JPMorgan Chase & Co., a financial services company, from April 2013 to September 2021.
Ms. Ling has served with the Company for less than 1 year.
Mary T. Mack (age 55)59)
Senior Executive Vice President and CEO of Consumer and Small Business Banking since February 2020;
Interim CEO of Consumer Lending from February 2020 to April 2020;
Senior Executive Vice President (Consumer Banking), reflecting the 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;
Executive Vice President (Wells Fargo Clearing Services, LLC, f/k/a Wells Fargo Advisors, LLC) from December 20092016 to November 2016.April 2019.
Ms. Mack has served with the Company or its predecessors for 3337 years.
Avid ModjtabaiLester J. Owens (age 56)64)
Senior Executive Vice President (Payments, Virtual Solutions and Innovation)Head of Operations since November 2016;July 2020;
Senior Executive Vice President (Consumer Lending)and Head of Operations at Bank of New York Mellon, a financial services company, from July 2011February 2019 to November 2016.April 2020;
Ms. ModjtabaiManaging Director for Wholesale Banking Operations at JPMorgan Chase & Co., a financial services company, from 2007 to December 2018.
Mr. Owens has served with the Company or its predecessors for 24 years.1 year.
C. Allen ParkerEllen R. Patterson (age 62)48)
Senior Executive Vice President and General Counsel since March 2017;2020;
Presiding PartnerGroup Head, General Counsel at the law firm of Cravath, Swaine & Moore LLPThe Toronto-Dominion Bank, a financial services company, 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 1990November 2017 to March 2020;
Executive Vice President, General Counsel at The Toronto-Dominion Bank and head of legal, compliance, anti-money laundering, and General Counsel at TD Bank, N.A., a financial services company, from December 2016 to October 2017.
Mr. ParkerMs. Patterson has served with the Company for 1 year.
Perry G. PelosScott E. Powell (age 54)59)
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 (Wholesale Banking) since November 2016;of Santander Bank, N.A., a financial services company, from August 2017 to December 2019;
Chief Executive Vice Officer of Santander Bank, N.A. from July 2015 to August 2017;
President (Commercial Banking Services Group)and Chief Executive Officer of Santander Holdings USA Inc., a financial services company, from January 2016March 2015 to November 2016;December 2019.
Executive Vice President (Commercial Banking, f/k/a Middle Market Banking) from May 2009 to January 2016.
Mr. PelosPowell has served with the Company or its predecessors for 302 years.
John R. ShrewsberryMichael P. Santomassimo (age 52)46)
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 19 years.
Timothy J. Sloan (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;2020;
Senior Executive Vice President and Chief Financial Officer at Bank of New York Mellon, a financial services company, from February 2011January 2018 to May 2014.July 2020;
Chief Financial Officer of Investment Services at Bank of New York Mellon from July 2016 to January 2018.
Mr. SloanSantomassimo has served with the Company or its predecessors for 301 year.
Kleber R. Santos (age 48)
Senior Executive Vice President and Head of Diverse Segments, Representation and Inclusion since November 2020;
President, Retail and Direct Banking at Capital One Financial Corporation, a financial services company, from March 2017 to October 2020;
Executive Vice President of consumer bank at Capital One Financial Corporation from August 2014 to March 2017.
Mr. Santos has served with the Company for 1 year.
Charles W. Scharf (age 56)
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 2 years.
Barry Sommers (age 52)
Senior Executive Vice President and CEO of Wealth and Investment Management since June 2020;
Chief Executive Officer of Wealth Management at JPMorgan Chase & Co., a financial services company, from September 2016 to April 2019;
Chief Executive Officer of Consumer Bank at JPMorgan Chase & Co. from May 2013 to October 2016.
Mr. Sommers has served with the Company for 1 year.
Saul Van Beurden (age 52)
Senior Executive Vice President and Head of Technology since April 2019;
Chief Information Officer of Consumer and Community Banking at JPMorgan Chase & Co., a financial services company, from August 2016 to January 2019.
Mr. Van Beurden has served with the Company for 2 years.
Michael S. Weinbach (age 48)
Senior Executive Vice President and CEO of Consumer Lending since April 2020;
Chief Executive Officer of Home Lending at JPMorgan Chase & Co., a financial services company, from December 2015 to January 2020.
Mr. Weinbach has served with the Company for 1 year.
Jonathan G. Weiss (age 60)64)
Senior Executive Vice President and CEO of Corporate and Investment Banking since February 2020;
Interim CEO of Wealth and Investment Management from February 2020 to June 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 1216 years.
Ather Williams III (age 51)
Senior Executive Vice President and Head of Strategy, Digital Platform, and Innovation since October 2020;
Managing Director, Head of Business Banking at Bank of America Corporation, a financial services company, from September 2017 to July 2020;
Managing Director, Head of Global Transaction Services at Bank of America Corporation from May 2015 to September 2017.
Mr. Williams has served with the Company for 1 year.
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 fivethree members: John D. Baker II,Mark A. Chancy, Theodore F. Craver, Jr., Federico F. Peña, 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 membersemployees (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 20182022 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 for a Term of One Year – 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.
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| | | | |
| ITEM 11. | EXECUTIVE COMPENSATION |
Information in response to this Item 11 can be found in the Company’s 20182022 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 Incentive 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.
|
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| 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, separately aggregated for plans approved by stockholders and for plans not approved by stockholders. A description of the material features of each equity compensation plan not approved by stockholders follows the table. All outstanding awards relate to shares of our common stock. Information is as of December 31, 2017, 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 | | | |
Material Features of Equity Compensation Plans Not Approved by Stockholders
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 20182022 Proxy Statement under “Ownership of Our Common Stock – Directors and Executive Officers – Director and Executive Officer Stock Ownership Table” andTable,” “Ownership of Our Common Stock – Principal Shareholders.Shareholders,” and “Executive Compensation – Equity Compensation Plan Information.” That information is incorporated into this item by reference.
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| | | | |
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
Information in response to this Item 13 can be found in the Company’s 20182022 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.
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| ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES |
Information in response to this Item 14 can be found in the Company’s 20182022 Proxy Statement under “Audit Matters – Item 34 – Ratify Appointment of Independent Registered Public Accounting Firm for 20182022 – KPMG Fees” and “Audit Matters – Item 34 – Ratify Appointment of Independent Registered Public Accounting Firm for 20182022 – Audit and Examination Committee Pre-Approval Policies and Procedures.” That information is incorporated into this item by reference.
PART IV
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| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
1. FINANCIAL STATEMENTS
The Company’s consolidated financial statements, including the notesNotes thereto, and the report of the independent registered public accounting firm thereon, are set forth in the 20172021 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, 301 S. College Street, 30thJ0193-610, 30 Hudson Yards, 61st Floor, Charlotte, North Carolina 28202.New York, New York 10001.
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.
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Exhibit Number | | Description | | Location |
| 3(a) | | | | Filed herewith.Incorporated by reference to Exhibit 3(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021. |
| 3(b) | | | | 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. | | |
10(a)*4(c) | | | | Filed herewith. |
| 10(a)* | | | | Incorporated by reference to Exhibit 10(b) to the Company’s Current Report on Form 8-K filed April 26, 2019. |
| | | | Incorporated by reference to Exhibit 10(b) to the Company’s Current Report on Form 8-K filed April 26, 2013.2013 |
| | | | Incorporated by reference to Exhibit 10(a) to the Company'sCompany’s Annual Report on Form 10-K for the year ended December 31, 2015. |
| | | | 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: | | |
| | | | Filed herewith. |
| | | | Incorporated by reference to Exhibit 10(a) to the Company's Annual Report on Form 10-K for the year ended December 31, 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. |
| | | | Incorporated by reference to Exhibit 10(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.2020. |
| | | | Incorporated by reference to Exhibit 10(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.2019. |
| | Forms of Restricted Share Rights Award Agreement: | | |
| | | | Filed herewith. |
| | | | Incorporated by reference to Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017. |
| | | | Incorporated by reference to Exhibit 10(a) to the Company's Annual Report on Form 10-K for the year ended December 31, 2015. |
| | | | Incorporated by reference to Exhibit 10(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.2018. |
| | | | Incorporated by reference to Exhibit 10(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. |
| | | | Incorporated by reference to Exhibit 10(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 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. |
| * Management contract or compensatory plan or arrangement. | | |
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Exhibit Number | | Description | | Location |
| | | | Incorporated by reference to Exhibit 10(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. |
| | | | 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: | | |
| | | | Filed herewith. |
| | | | Incorporated by reference to Exhibit 10(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. |
| | | | Incorporated by reference to Exhibit 10(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. |
| | | | Incorporated by reference to Exhibit 10(a) to the Company’s Current Report on Form 8-K filed October 25, 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. |
| | | | Incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019. |
| | | | Incorporated by reference to Exhibit 10(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 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. |
| | | | Incorporated by reference to Exhibit 10(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. |
| | | | Incorporated by reference to Exhibit 10(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. |
| | | | Incorporated by reference to Exhibit 10(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. |
| | | | 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)* | | | | Incorporated by reference to Exhibit 10(a) to the Company's Current Report on Form 8-K filed September 28, 2016. |
10(b)* | | | | Incorporated by reference to Exhibit 1o(b) to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.Filed herewith. |
| | | | Filed herewith. |
| | | | Incorporated by reference to Exhibit 10(a)10(b) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015.September 30, 2019. |
| 10(c)* | | | | Incorporated by reference to Exhibit 10(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. |
| | | | Incorporated by reference to Exhibit 10(f) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009. |
| | | | Incorporated by reference to Exhibit 10(c) to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 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. |
| | | | Incorporated by reference to Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 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. |
| | | | Incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014. |
| | | | Incorporated by reference to Exhibit 10(e)10(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.2020. |
| | | | Incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011. |
| | | | Incorporated by reference to Exhibit 10(f)10(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009. |
10(d)* | | | | Incorporated by reference to Exhibit 10(f) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007. |
| | | | Incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013. |
| | | | Incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.2018. |
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Exhibit Number | | Description | | Location |
| | | | Incorporated by reference to Exhibit 10(c) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 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. |
| | | | Incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 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. |
| | | | Incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014. |
| | | | Incorporated by reference to Exhibit 10(e) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. |
| | | | Incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011. |
| | | | 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)* | | | | Incorporated by reference to Exhibit 10(f) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007. |
| | | | Incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 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. |
| | | | Incorporated by reference to Exhibit 10(f) to the Company’s Annual Report on Form 10-K for the year ended December 31, 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. |
| | | | Incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009. |
| | | | Incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 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. |
| | | | Incorporated by reference to Exhibit 10(f) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006. |
| | | | 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)* | | | | 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. |
| | | | Incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003. |
| | | | 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)* | | | | Incorporated by reference to Exhibit 10(d) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999. |
| | | | Incorporated by reference to Exhibit 10(c) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003. |
| | | | Filed as paragraph (5) of Exhibit 10(ff) to the Company's Annual Report on Form 10-K for the year ended December 31, 2000. |
10(g)* | | | | Incorporated by reference to Exhibit 10(e) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999. |
| | | | Incorporated by reference to Exhibit 10(b) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003. |
| | | | Filed as paragraph (6) of Exhibit 10(ff) to the Company's Annual Report on Form 10-K for the year ended December 31, 2000. |
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Exhibit Number | | Description | | Location |
10(h)10(f)* | | | | Incorporated by reference to Exhibit 10(b)10(c) to the former Wells Fargo’sCompany’s Current Report on Form 8-K filed May 4, 2009. |
| | | | Incorporated by reference to Exhibit 10(f) to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.2020. |
| | | | Incorporated by reference to Exhibit 10(b) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020. |
| | | | Incorporated by reference to Exhibit 10(i) to the Company’s Annual Report on Form 10-K for the year ended 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)* | | | | Incorporated by reference to Exhibit 10(c) to the Company’s Current Report on Form 8-K filed May 4, 2009. |
| | | | Incorporated by reference to Exhibit 10(d) to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017. |
| | | | 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)10(g)* | | | | Incorporated by reference to Exhibit 10(b) to the Company’s Current Report on Form 8-K filed May 4, 2009. |
| | | | Incorporated by reference to Exhibit 10(e)10(c) to the Company'sCompany’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.2020. |
10(k)* | | | | Incorporated by reference to Exhibit 10(j) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. |
| | | | Incorporated by reference to Exhibit 10(h) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. |
| | | | 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(h)* | | 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(i)* | | | | 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(j)* | | | | 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(k)* | | | | Incorporated by reference to Exhibit 10(q) to the Company'sCompany’s Annual Report on Form 10-K for the year ended December 31, 2015. |
10(o)10(l)* | | | | 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(m)* | | | | Incorporated by reference to Exhibit (10)(f)(a) to Wachovia Corporation’s Current Report on Form 8-K filed December 29, 2008. |
| | | | Filed herewith. |
| | | | Filed herewith. |
| | | | Filed herewith. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Exhibit Number | | Description | | Location |
| | | | Filed herewith. |
| | | | Filed herewith. |
| | | | Filed herewith. |
| 10(n)* | | | | Incorporated by reference to Exhibit (10)(d) to WachoviaCorporation’s Annual Report on Form 10-K for the year ended December 31, 1997. |
| 10(o)* | | | | Incorporated by reference to Exhibit (99) to Wachovia Corporation’sCurrent Report on Form 8-K filed January 5, 2005. |
| 10(p)* | | | | Incorporated by reference to Exhibit 10(aa)10(b) to Wachovia Corporation’s Current Report on Form 8-K filed December 29, 2008. |
| | | | Incorporated by reference to Exhibit 10(gg) to WachoviaCorporation’s Annual Report on Form 10-K for the year ended December 31, 2002. |
| | | | Incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020. |
| | | | Incorporated by reference to Exhibit 10(s) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.2018. |
10(q)* | | | | Incorporated by reference to Exhibit (10)(d)10(f) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017. |
| | | | Incorporated by reference to Exhibit 10(b) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016. |
| | | | Incorporated by reference to Exhibit 10(c) to Wachovia Corporation’sCurrent Report on Form 8-K filed December 29, 2008. |
| | | | Incorporated by reference to Exhibit 10(b) to WachoviaCorporation’s Current Report on Form 8-K filed December 20, 2007. |
| 10(q)* | | | | Incorporated by reference to Exhibit 10(bb) to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.2014. |
| 10(r)* | | | | Incorporated by reference to Exhibit (99)10(v) to Wachovia Corporation’sCurrent Report on Form 8-K filed January 5, 2005. |
10(s)* | | | | Incorporated by reference to Exhibit 10(b) to Wachovia Corporation's Current Report on Form 8-K filed December 29, 2008. |
| | | | Incorporated by reference to Exhibit (10)(gg) to WachoviaCorporation’sthe Company’s Annual Report on Form 10-K for the year ended December 31, 2002.2018.
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| 10(s)* | | | | Incorporated by reference to Exhibit 10(a) to the Company’s Current Report on Form 8-K filed September 27, 2019. |
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Exhibit Number | | Description | | Location |
| | | | | Incorporated by reference to Exhibit 10(f) to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017. |
| | | | | Incorporated by reference to Exhibit 10(b) to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016. |
| | | | | Incorporated by reference to Exhibit (10)(c) to Wachovia Corporation’s Current Report on Form 8-K filed December 29, 2008. |
| | | | | Incorporated by reference to Exhibit (10)(b) to Wachovia Corporation’s Current Report on Form 8-K filed December 20, 2007. |
| 10(t)* | | | | 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. |
| | | | | Incorporated by reference to Exhibit 10(b) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009. |
| | | | | Incorporated by reference to Exhibit 10(ss) to Wachovia Corporation's Annual Report on Form 10-K for the year ended December 31, 2004. |
| | | | | 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)* | | | | 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) | | | | | | 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) | | | | | | 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 | | Description | | Location |
| 13 | | | | Filed herewith. |
| 21 | | | | Filed herewith. |
2322 | | | | Incorporated by reference to Exhibit 22 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. |
| 23 | | | | Filed herewith. |
| 24 | | | | Filed herewith. |
| 31(a) | | | | Filed herewith. |
| 31(b) | | | | Filed herewith. |
| 32(a) | | | | Furnished herewith. |
| 32(b) | | | | Furnished herewith. |
| 99 | | | Incorporated by reference to Exhibit 99 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. | Filed herewith. |
101.INS101.SCH | XBRL Instance Document. | Filed herewith. |
101.SCH | XBRL Taxonomy Extension Schema Document. | | Filed herewith. |
| 101.CAL | | XBRL Taxonomy Extension Calculation Linkbase Document. | | Filed herewith. |
| 101.LAB | | XBRL Taxonomy Extension Label Linkbase Document. | | Filed herewith. |
| 101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document. | | Filed herewith. |
| 101.DEF | | XBRL Taxonomy Extension Definitions Linkbase Document. | | Filed herewith. |
| 104 | | Cover 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 22, 2022.
WELLS FARGO & COMPANY
| | | | | | | | | | | | | | |
| | By: | /s/ CHARLES W. SCHARF | |
/s/ TIMOTHY J. SLOAN | | | Charles W. Scharf | |
Timothy J. Sloan
| | | 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/ CHARLES W. SCHARF | |
| | | Charles W. Scharf | |
| | | President and Chief Executive Officer | |
| | | (Principal Executive Officer) | |
| | | February 22, 2022 | |
|
| | | | | | | | | | | | | |
| | By: | /s/ TIMOTHY J. SLOANMICHAEL P. SANTOMASSIMO | |
| | | Michael P. Santomassimo | |
| | | Senior Executive Vice President and Chief Financial Officer |
| | | (Principal Financial Officer) | |
| | | February 22, 2022 | |
Timothy J. Sloan
President and Chief Executive Officer
(Principal Executive Officer)
March 1, 2018
John R. Shrewsberry
Senior Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
March 1, 2018
| | | | | | | | | | | |
| | By: | /s/ MUNEERA S. CARR | |
/s/ RICHARD D. LEVY | | | Muneera S. Carr | |
| | | Executive Vice President, Chief Accounting Officer and Controller |
| | | (Principal Accounting Officer) | |
| | | February 22, 2022 | |
Richard D. Levy
Executive Vice President and Controller
(Principal Accounting Officer)
March 1, 2018
The Directors of Wells Fargo & Company listed below have duly executed powers of attorney empowering James H. QuigleySteven D. Black to sign this document on their behalf.
| | | | | | | | | | | |
| Steven D. Black | Theodore F. Craver, Jr. | Richard B. Payne, Jr. | Charles W. Scharf |
| Mark A. Chancy | Wayne M. Hewett | Juan A. Pujadas | Suzanne M. Vautrinot |
| Celeste A. Clark | Maria R. Morris | Ronald L. Sargent | |
| | | | | | | | | | | | | | |
| | By: | /s/ STEVEN D. BLACK | |
| | | |
JohnSteven D. Baker IIBlack | Lloyd H. Dean | Maria R. Morris | James H. Quigley |
John S. Chen | Elizabeth A. Duke | Karen B. Peetz | Ronald L. Sargent |
Celeste A. Clark | Enrique Hernandez, Jr. | Federico F. Peña | Timothy J. Sloan |
Theodore F. Craver, Jr. | Donald M. James | Juan A. Pujadas | Suzanne M. Vautrinot |
|
| | | Director and Attorney-in-fact |
/s/ JAMES H. QUIGLEY | | | February 22, 2022 | |
James H. Quigley
Director and Attorney-in-fact
March 1, 2018