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Wells Fargo & Company Annual Report 2008
Together we’ll go far © 2009 Wells Fargo & Company. All rights reserved.
Wells Fargo & Company
The 281,000 team members of Wells Fargo
& Company (NYSE:WFC) — a nationwide,
diversified financial services company — serve
70 million customers through North America’s
most extensive financial services network:
11,000 stores, 12,300 ATMs, wellsfargo.com
and Wells Fargo Phone Bank.
SM
We’re #1 in the U.S. in community banking
presence (6,610 stores), mortgage originations,
small business lending, middle market
commercial banking, agricultural lending,
commercial real estate lending, commercial
real estate brokerage and bank-owned
insurance brokerage. We’re #2 in deposits,
home mortgage servicing, and debit card.
Wells Fargo Bank, N.A. has the highest
credit rating currently given to U.S. banks
by Moody’s Investors Service, “Aa1,” and
Standard & Poor’s Ratings Services, “AA+.”
Assets: $1.3 trillion
Market value of stock: $125 billion (12/31/08)
1st among U.S. peers

Table of contents

  • Page 1
    ... (6,610 stores), mortgage originations, small business lending, middle market commercial banking, agricultural lending, commercial real estate lending, commercial real estate brokerage and bank-owned insurance brokerage. We're #2 in deposits, home mortgage servicing, and debit card. Wells Fargo Bank...

  • Page 2
    ... 31 Board of Directors 33 Financial Review 84 Controls and Procedures 86 Financial Statements 164 Report of Independent Registered Public Accounting Firm 167 Stock Performance Community Banking 6,610 stores in 39 states and D.C. Wachovia Securities 1,175 stores in 50 states and D.C. Commercial...

  • Page 3
    ... recommit to what has made us one of the strongest financial services companies in the world - with the highest credit rating currently given to any U.S. bank. We're confident that we'll continue to do what's best for our team members, customers, communities and shareholders. Together we'll go far

  • Page 4
    ... and mortgage originations - $540 billion. We achieved the highest total shareholder return among all our peers - and remained one of the world's strongest financial institutions. Wells Fargo Bank, N.A. has the highest credit rating currently given to U.S. banks by Moody's Investors Service, "Aa1...

  • Page 5
    ... company is #1 in mortgage lending, agricultural lending, small business lending, middle market commercial banking, asset-based lending, commercial real estate lending, commercial real estate brokerage and bankowned insurance brokerage. We're #2 in deposits, mortgage servicing, and debit card...

  • Page 6
    ... checking, savings certificates, market rate and other savings, and certain foreign deposits (Eurodollar sweep balances). 5 Total core deposits excluding Wholesale Banking core deposits and retail mortgage escrow deposits. To reï¬,ect the realignment of our corporate trust business from Community...

  • Page 7
    ... Los Angeles is headquarters for 15 national businesses including U.S. Corporate Banking, Commercial Real Estate Lending, Community Real Estate Lending, International Financial Services, Wells Capital Management and Foothill Capital. Three important centers of employment and expertise from Wachovia...

  • Page 8
    ... next financial services product. More than half our new Business Banking checking customers bought a package of products from us when they opened their accounts - such as a business debit card, credit card, or a business loan or line of credit. Our average Wholesale Banking customer had a record...

  • Page 9
    ... banking customers has a Wachovia credit card; four of every 10 Wells Fargo customers have a Wells Fargo credit card. Wells Fargo's Deposit Leadership Alaska Nevada Utah Arizona Colorado California Minnesota Idaho Wyoming Florida Virginia North Carolina New Mexico South Carolina South Dakota Georgia...

  • Page 10
    ...we can help them make their payments on time. Wells Fargo-Wachovia has 8,000 team members (double more than a year ago) working just to help these customers keep their homes. In 2008 we helped more than a half million of our mortgage customers with loan solutions. We were able to contact 94 of every...

  • Page 11
    ... large financial services companies in U.S. history - the Norwest-Wells Fargo merger 10 years ago. Phil Quigley, who our Board elected to the new position of lead director to work with Dick and me to approve Board meeting agendas, chair meetings of independent directors, call executive sessions of...

  • Page 12
    Together we'll go far The merger of Wells Fargo and Wachovia has created a company of 281,000 team members across North America. They come from di erent companies, di erent businesses, di erent communities, di erent neighborhoods. They have di erent responsibilities, di erent titles. They're diverse...

  • Page 13
    ... Lopez Morgan Wachovia - team member since 2007 Card Services & Consumer Lending Charlotte, North Carolina Maurice Benson Wells Fargo - team member since 2002 Card Services & Consumer Lending Austin, Texas The customer not the product Rashidah and Maurice come from different companies, different...

  • Page 14
    ... know the complete cost of the mortgage? Joe and Anita help answer these questions. Because they do, 93 of every 100 of our mortgage customers were on time with their payments in 2008, performance consistently better than the industry average. Anita Smith-Dixon Wachovia - team member since 1985...

  • Page 15
    ... for our customers In a down economy, small business owners have a lot that keeps them up at night - worries about cash ï¬,ow, revenues, wise use of capital, staffing and credit. No wonder our Wells Fargo/ Gallup Small Business Index showed their optimism at a five-year low in late 2008. And yet...

  • Page 16
    ...Wells Fargo's Personalized Insurance Planning and Commercial Brokerage. It includes competitive quotes, side-by-side comparisons, straightforward advice and clear explanations of coverage you don't have to be an actuary to understand. Marcia Allen Jackson Wachovia - team member since 1998 Insurance...

  • Page 17
    Liz C. Delgado Wells Fargo - team member since 1984 Regional Banking Sioux City, Iowa Adam Sollie Wachovia - team member since 2004 Regional Banking Birmingham, Alabama Out-local the nationals, out-national the locals® Community Banking is the heart of our company - right down to the neighborhood...

  • Page 18
    ...more business is right in front of us - our own customers! Ikuko and Shanan and our 115,000 Community Banking team members look for better ways every day to satisfy all our customers' financial needs and help them succeed financially. One customer at a time. Shanan Hill Wachovia - team member since...

  • Page 19
    ... most The Wells Fargo-Wachovia merger makes us the nation's largest lender to middle market companies ($25 million - $250 million in revenue). We don't measure that leadership just in dollar volume. A better measure: How much business do we earn from each customer? Not just their lending needs but...

  • Page 20
    ...Urichich Wachovia - team member since 1999 Asset Management Charlotte, North Carolina Mary Cascaes Wells Fargo - team member since 1995 Asset Management Phoenix, Arizona Who do you trust? Trust and integrity are more important than ever for investors today. But who to trust? Backed by our 157-year...

  • Page 21
    ...our wealth managers in your community, or The Private Bank - investment management, financial planning, or trust and estate services. Professionals such as Tim and Bonnie want to make sure you get the same high-quality service in any channel you choose. Tim Studlack Wells Fargo - team member since...

  • Page 22
    ... (left) Wachovia - team member since 1996 Technology Charlotte, North Carolina Eight billion times a year Every time you bank with us online, in our stores, on the phone or at an ATM, team members such as Bob and Kuangkuo are there behind the PC screen to make sure the transaction is safe, secure...

  • Page 23
    ...? Do you plan to pay for your children's education? Then they help you rank your goals, test them with "what ifs," and reach them. Kimberly Ta Wachovia - team member since 2000 Brokerage St. Louis, Missouri Eric Netjes Wells Fargo - team member since 2003 Brokerage Sioux Falls, South Dakota 21

  • Page 24
    ... in 2008 Wells Fargo and Wachovia, thanks to team members such as Pam and Yorick, originated $163 billion in loans for commercial and multi-family buildings. Pam Little Wachovia - team member since 1990 Commercial Real Estate Jacksonville, Florida Yorick Starr Wells Fargo - team member since...

  • Page 25
    ... Wells Fargo - team member since 1993 Regional Banking Burley, Idaho Dalilah Scott Webber Wachovia - team member since 1990 Regional Banking Columbia, South Carolina Customers as friends Our customers are our friends. We want to treat them that way in our banking stores, at our ATMs, on the phone...

  • Page 26
    ... we ignore the long-term economic well-being of the communities in which our customers and team members live. We believe the merger of Wells Fargo and Wachovia will make us twice as involved in our communities. Both companies have strong legacies of investing in their communities - legacies built by...

  • Page 27
    ... Wells Fargo gave to food programs nationwide. "The struggle to meet our community's most basic needs has been a huge challenge," said team member Lesley Eckstein, active on the San Francisco Food Bank board. "Our company recognized the need locally and responded. It makes me proud to work at Wells...

  • Page 28
    ... 90 hours with Junior Achievement in 2008 and was named its Volunteer of the Year. Wells Fargo gave $1 million in grants through the Wachovia and Wells Fargo foundations last year to Junior Achievement. "Supporting public schools is very important to me," Hughes said. "I hope my work helps...

  • Page 29
    ...ve neighborhood housing resource centers. Team member David Wiese has also worked with Wells Fargo's Community Development Corporation to provide $2.4 million in low-interest capital to the organization the past 10 years. The money helped build affordable housing and buy foreclosed homes or land for...

  • Page 30
    ..., team member in Pinetop, Arizona, earned a $10,000 Wells Fargo grant for Beads of Courage® , a nonprofit that helps young cancer patients and their families cope with treatment. It was one of 161 grants in 2008 totaling $300,000 made through our Volunteer Service Award Program. Each year, dozens...

  • Page 31
    Building trust and confidence Basketball is Calvin Byrom's passion. Has been since he was six years old. Today, with Wells Fargo's support, the Orlando, Florida, team member from Wachovia uses basketball to build trust and confidence in teenage boys as a mentor and coach. "When players call me ...

  • Page 32
    ... Our community commitment Our community involvement goes far beyond just writing checks. We aspire to the highest level of community involvement in four areas: Social capital - applying our best thinking as leaders in making communities better places to live and work Team member volunteerism...

  • Page 33
    ..., Chief Financial Officer * David M. Carroll, Wealth Management, Brokerage, and Retirement Services Group * David A. Hoyt, Wholesale Banking * Mark C. Oman, Home and Consumer Finance * Carrie L. Tolstedt, Community Banking * * "Executive o cers" according to Securities and Exchange Commission rules

  • Page 34
    ...Partner Wells Fargo Home Mortgage Michael J. Heid, Capital Markets, Finance, Administration Cara K. Heiden, National Consumer and Institutional Lending Mary C. Coffin, Mortgage Servicing/ Post Closing Susan A. Davis, National Retail Sales/ Fulfillment Services Kathleen L. Vaughan, Wholesale Lending...

  • Page 35
    ...4 Federal Funds Sold, Securities Purchased under Resale Agreements and Other Short-Term Investments 5 Securities Available for Sale 6 Loans and Allowance for Credit Losses 7 Premises, Equipment, Lease Commitments and Other Assets 8 Securitizations and Variable Interest Entities 9 Mortgage Banking...

  • Page 36
    ... centers in 21 states from Connecticut to Florida and west to Texas and California, and nationwide retail brokerage, mortgage lending and auto finance businesses. In the merger, Wells Fargo exchanged 0.1991 shares of its common stock for each outstanding share of Wachovia common stock, issuing...

  • Page 37
    ...resulted in very strong and balanced growth in loans, deposits and fee-based products. We achieved positive operating leverage (revenue growth of 6%; expense decline of 1%), the best among large bank peers. Net income for 2008 of $2.66 billion included an $8.14 billion (pre tax) credit reserve build...

  • Page 38
    ...of the new Wells Fargo. This included the following actions: • $37.2 billion of credit write-downs taken at December 31, 2008, through purchase accounting adjustments on $93.9 billion of high-risk loans in Wachovia's loan portfolio • Reduced the cost basis of the Wachovia securities portfolio by...

  • Page 39
    ... declines in housing prices. We continue to provide home equity financing directly to our customers, but have stopped originating or acquiring new home equity loans through indirect channels unless they are behind a Wells Fargo first mortgage and have a combined loan-tovalue ratio lower than 85...

  • Page 40
    ... 2008 credit reserve build of $8.14 billion, including $3.9 billion to conform estimated loss emergence coverage periods to the most conservative of each company within FFIEC guidelines ($2.7 billion for Wells Fargo consumer loans and $1.2 billion for Wachovia commercial and Pick-a-Pay loans). The...

  • Page 41
    ... That Asset Is Not Active. We adopted the following new accounting pronouncements, which were effective for year-end 2008 reporting: • FSP FAS 140-4 and FIN 46(R)-8 - FASB Staff Position No. 140-4 and FIN 46(R)-8, Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and...

  • Page 42
    ... Entities). On September 12, 2008, the FASB issued FSP FAS 133-1 and FIN 45-4. This FSP is intended to improve disclosures about credit derivatives by requiring more information about the potential adverse effects of changes in credit risk on the financial position, financial performance and cash...

  • Page 43
    .... These policies govern: • the allowance for credit losses; • acquired loans accounted for under SOP 03-3; • the valuation of residential mortgage servicing rights (MSRs); • the fair valuation of financial instruments; • pension accounting; and • income taxes. Management has reviewed and...

  • Page 44
    ...requires us to make forecasts of losses that are highly uncertain and require a high degree of judgment. The increase in the allowance for credit losses in excess of net charge-offs in 2008 was primarily due to adjustments to conform to the most conservative methodology from Wells Fargo and Wachovia...

  • Page 45
    ... and income property sectors. Assumptions for improvement in loan credit quality for SOP 03-3 were: · for Pick-a-Pay loans, a 10% decrease in expected life of loan loss rates from December 31, 2008, purchase accounting estimates, based on decreased loss severity due to residential real estate value...

  • Page 46
    ...validation group operating in accordance with Company policies. Senior management reviews all significant assumptions quarterly. Mortgage loan prepayment speed-a key assumption in the model-is the annual rate at which borrowers are forecasted to repay their mortgage loan principal. The discount rate...

  • Page 47
    ...158 was issued on September 29, 2006, and became effective for us on December 31, 2006. FAS 158 requires us to recognize the funded status of our pension and postretirement benefit plans in our balance sheet. Additionally, FAS 158 required us to use a year-end measurement date beginning in 2008. The...

  • Page 48
    ...negative return in 2008, our plan assets have earned an average annualized rate of return of about 9% over the last 25 years. Our average remaining service period is approximately 10 years. See Note 20 (Employee Benefits and Other Expenses) to Financial Statements for information on funding, changes...

  • Page 49
    ...bearing checking, savings certificates, market rate and other savings, and certain foreign deposits (Eurodollar sweep balances). We have one of the largest bases of core deposits among large U.S. banks. Average core deposits grew 7% to $325.2 billion in 2008 from $303.1 billion in 2007 and funded 82...

  • Page 50
    ...first mortgage Real estate 1-4 family junior lien mortgage Credit card Other revolving credit and installment Total consumer Foreign Total loans (6) Other Total earning assets FUNDING SOURCES Deposits: Interest-bearing checking Market rate and other savings Savings certificates Other time deposits...

  • Page 51
    ... (77,689) $ 56,231 $410,579 (4) Yields are based on amortized cost balances computed on a settlement date basis. (5) Includes certain preferred securities. (6) Nonaccrual loans and related income are included in their respective loan categories. (7) Includes taxable-equivalent adjustments primarily...

  • Page 52
    ... scale relative to the market value of the assets under management or administration. The fees declined 6% in 2008 from a year ago, while the S&P 500 declined 35% over the same period. We also receive commissions and other fees for providing services to full-service and discount brokerage customers...

  • Page 53
    ... Sheet Analysis - Securities Available for Sale" in this Report. Noninterest Expense We continued to build our business with investments in additional team members, largely sales and service professionals, and new banking stores in 2008. Noninterest expense in 2008 decreased 1% from the prior year...

  • Page 54
    ...wholesale lending businesses. Average core deposits grew 16% to $70.6 billion from a year ago, primarily from large corporate, middle market and correspondent banking customers. The increase in provision for credit losses to $1.12 billion in 2008 from $69 million in 2007 was due to higher net charge...

  • Page 55
    ... and marketable equity securities. We hold debt securities available for sale primarily for liquidity, interest rate risk management and long-term yield enhancement. Accordingly, this portfolio primarily includes liquid, high-quality federal agency debt as well as privately issued mortgage-backed...

  • Page 56
    ...3; year-end balances are in Note 6 (Loans and Allowance for Credit Losses) to Financial Statements. Total loans at December 31, 2008, were $864.8 billion, up $482.6 billion from $382.2 billion at December 31, 2007, including $446.1 billion (net of $30.5 billion of purchase accounting net write-downs...

  • Page 57
    ...off-balance sheet transactions with unconsolidated entities, and guarantees and certain contingent arrangements. • • providing liquidity facilities to support short-term obligations of SPEs issued to third party investors; providing credit enhancement to securities issued by SPEs or market value...

  • Page 58
    ... provide efficiencies from economies of scale. A third party manages our real estate lending services joint ventures and provides customers with title, escrow, appraisal and other real estate related services. Our fraud prevention services partnership facilitates the exchange of information between...

  • Page 59
    ... benefit plans. More information on those obligations is in Note 13 (Short-Term Borrowings) and Note 20 (Employee Benefits and Other Expenses) to Financial Statements. 1-3 years 3-5 years More than Indeterminate 5 years maturity (1) Total Contractual payments by period: Deposits Long...

  • Page 60
    ... our Wells Fargo originated and owned mortgage loan portfolios. We originate mortgage loans through a variety of sources, including our retail sales force and licensed real estate brokers. We apply consistent credit policies, borrower documentation standards, Federal Deposit Insurance Corporation...

  • Page 61
    ... credit losses (0.99% loss rate in 2008 for the entire debt consolidation portfolio). The remaining coverage primarily related to prime real estate 1-4 family mortgage loans, primarily high quality ARMs for our retail and wealth management customers, which also have had low loss rates. Each business...

  • Page 62
    ...Consists of real estate 1-4 family junior lien mortgages and lines of credit secured by real estate from all groups, including the National Home Equity Group, Wachovia, Wells Fargo Financial and Wealth Management. (2) Loss rate for 2007 data is based on the annualized loss rate for month of December...

  • Page 63
    ....2 billion of purchase accounting net write-downs to reflect SOP 03-3 loans at fair value and a $249 million increase to reflect all other loans at a market rate of interest. Pick-a-Pay loans are home mortgages on which the customer has the option each month to select from among four payment options...

  • Page 64
    ... 75 California Florida New Jersey Texas Arizona Other states Total Pick-a-Pay loans $42,650 5,992 1,809 562 1,552 9,381 $61,946 133% 119 94 72 133 92 (1) Outstanding balances exclude purchase accounting nonaccretable difference of $(24.3) billion; include accretable yield. (2) Current LTV ratio...

  • Page 65
    ...and both prime and non-prime auto secured loans, unsecured loans and credit cards. Wells Fargo Financial had $29.1 billion in real estate secured loans as of December 31, 2008. Of this portfolio, $1.8 billion is considered prime based on secondary market standards and has been priced to the customer...

  • Page 66
    ... the property is used in the conduct of their business. Of this amount, 11% represented SOP 03-3 loans. Other real estate mortgage By state: SOP 03-3 loans: Florida California Georgia North Carolina Virginia Other (1) Total SOP 03-3 loans (2) All other loans: California Florida Texas North Carolina...

  • Page 67
    ... in Wells Fargo Financial real estate and an increase of $424 million in Home Mortgage. Nonaccrual real estate 1-4 family loans included approximately $3.4 billion of loans at December 31, 2008, that have been modified. Our policy requires six consecutive months of payments on modified loans before...

  • Page 68
    ... changes in the allowance for credit losses, including charge-offs and recoveries by loan category, is in Note 6 (Loans and Allowance for Credit Losses) to Financial Statements. At December 31, 2008, the allowance for loan losses totaled $21.0 billion (Wells Fargo and Wachovia) (2.43% of total loans...

  • Page 69
    ... the continued decline in housing prices and the economic environment, with net charge-offs of $503 million (0.67% of average loans) for 2008, up from $87 million (0.14%) for 2007. Although credit quality in Wells Fargo Financial's real estate-secured lending business has deteriorated, we have not...

  • Page 70
    ... of Wells Fargo and Wachovia, and the addition of $7.8 billion Table 21: Allocation of the Allowance for Credit Losses (ACL) (in millions) 2008 ACL Loans as % of total loans Commercial and commercial real estate: Commercial Other real estate mortgage Real estate construction Lease financing...

  • Page 71
    ... rates paid on checking and savings deposit accounts by an amount that is less than the general decline in market interest rates); short-term and long-term market interest rates may change by different amounts (for example, the shape of the yield curve may affect new loan yields and funding costs...

  • Page 72
    ... same changes in interest rates on origination and servicing fees occur with a lag and over time. Thus, the mortgage business could be protected from adverse changes in interest rates over a period of time on a cumulative basis but still display large variations in income from one accounting period...

  • Page 73
    ... will be held for sale. These derivative loan commitments are recognized at fair value in the balance sheet with changes in their fair values recorded as part of mortgage banking noninterest income. For interest rate lock commitments issued prior to January 1, 2008, we recorded a zero fair...

  • Page 74
    ...stock market, or (3) brokerage activity, related commission income and other business activities. Each business line monitors and manages these indirect risks. LIQUIDITY AND FUNDING The objective of effective liquidity management is to ensure that we can meet customer loan requests, customer deposit...

  • Page 75
    ... respectively. Securities are issued under this program as private placements in accordance with Office of the Comptroller of the Currency (OCC) regulations. During 2008, Wells Fargo Bank, N.A. issued $43.1 billion in short-term and long-term senior notes. Wachovia Bank, N.A. Wachovia Bank, N.A. had...

  • Page 76
    ... of the Treasury (Treasury Department) and pursuant to a Letter Agreement and related Securities Purchase Agreement dated October 26, 2008 (the Securities Purchase Agreements), we issued 25,000 shares of Wells Fargo's Fixed Rate Cumulative Perpetual Preferred Stock, Series D without par value...

  • Page 77
    ... was across our businesses, with double-digit increases in debit and credit card fees (up 22%), deposit service charges (up 13%), trust and investment fees (up 15%), and insurance revenue (up 14%). Capital markets and equity investment results were also strong. Mortgage banking noninterest income...

  • Page 78
    ...steepest declines in housing prices. We continued to provide home equity financing directly to our customers, but stopped originating or acquiring new home equity loans through indirect channels unless they are behind a Wells Fargo first mortgage and have a combined loan-to-value ratio lower than 90...

  • Page 79
    ...of the bond insurers; • until conditions improve in the residential real estate and liquidity markets, we will continue to hold more nonperforming assets on our balance sheet as it is currently the most economic option available; • we expect that the amount of nonaccrual loans will change due to...

  • Page 80
    ... businesses of Wachovia and Wells Fargo. The integration process may result in the loss of key employees, the disruption of ongoing businesses and the loss of customers and their business and deposits. It may also divert management attention and resources from other operations and limit the Company...

  • Page 81
    ...Credit Risk Management Process - Loan Portfolio Concentrations" in the Financial Review section of this Report and Note 6 (Loans and Allowance for Credit Losses) to Financial Statements in this Report. Loss of customer deposits and market illiquidity could increase our funding costs. We rely on bank...

  • Page 82
    ...higher cost than current coverage. We may be responsible for some or all of the incremental cost of the new coverage for certain loans depending on the terms of our servicing agreement with the investor and other circumstances. Similarly, some of the mortgage loans we hold for investment or for sale...

  • Page 83
    ... reduce our fee income. Changes in stock market prices could affect the trading activity of investors, reducing commissions and other fees we earn from our brokerage business. As a result of the Wachovia merger, a greater percentage of our revenue will depend on our brokerage services business. For...

  • Page 84
    ..., limiting the activities we may pursue or affecting the competitive balance among banks, savings associations, credit unions, and other financial institutions. As an example, our business model depends on sharing information among the family of Wells Fargo businesses to better satisfy our customers...

  • Page 85
    ... new technology used, or services offered, by our competitors; • operating and stock price performance of other companies that investors deem comparable to us; • news reports relating to trends, concerns and other issues in the financial services industry; • changes in government regulations...

  • Page 86
    ... management concluded that as of December 31, 2008, the Company's internal control over financial reporting was effective. KPMG LLP, the independent registered public accounting firm that audited the Company's financial statements included in this Annual Report, issued an audit report on the Company...

  • Page 87
    ..., changes in stockholders' equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2008, and our report dated February 23, 2009, expressed an unqualified opinion on those consolidated financial statements. San Francisco, California February...

  • Page 88
    ... for credit losses Net interest income after provision for credit losses NONINTEREST INCOME Service charges on deposit accounts Trust and investment fees Card fees Other fees Mortgage banking Operating leases Insurance Net gains (losses) on debt securities available for sale Net gains (losses) from...

  • Page 89
    Wells Fargo & Company and Subsidiaries Consolidated Balance Sheet (1) (in millions, except shares) 2008 ASSETS Cash and due from banks Federal funds sold, securities purchased under resale agreements and other short-term investments Trading assets Securities available for sale Mortgages held for ...

  • Page 90
    Wells Fargo & Company and Subsidiaries Consolidated Statement of Changes in Stockholders' Equity and Comprehensive Income (in millions, except shares) Preferred stock Shares Amount 325,463 325,463 $ 325 325 Common stock Shares Amount 3,355,166,064 3,355,166,064 $ 5,788 5,788 BALANCE DECEMBER 31, ...

  • Page 91
    Additional paid-in capital $ 7,040 7,040 Retained earnings $ 30,580 101 30,681 8,420 Cumulative other comprehensive income $ 665 665 Treasury stock $ (3,390) (3,390) Unearned ESOP shares $ (348) (348) Total stockholders' equity $ 40,660 101 40,761 8,420 (31) 70 (67) 29 (25) 41 (3,641) 229 134 ...

  • Page 92
    Wells Fargo & Company and Subsidiaries Consolidated Statement of Cash Flows (in millions) 2008 Cash ï¬,ows from operating activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: Provision for credit losses Change in fair value of MSRs (residential) ...

  • Page 93
    ... (consolidated). Wells Fargo & Company (the Parent) is a financial holding company and a bank holding company. We also hold a majority interest in a retail brokerage subsidiary and a real estate investment trust, which has publicly traded preferred stock outstanding. Our accounting and reporting...

  • Page 94
    ... life insurance arrangements from the acquisition of Greater Bay Bancorp. On November 5, 2007, the Securities and Exchange Commission (SEC) issued SAB 109, which provides the staff's views on the accounting for written loan commitments recorded at fair value under GAAP. To make the staff's views...

  • Page 95
    ... two trading days after the announcement of the merger, which includes the announcement date. To the extent that an acquired entity's employees hold stock options, such options are typically converted into our options at the applicable exchange ratio for the common stock, and the exercise price is...

  • Page 96
    ... equity securities include venture capital equity securities that are not publicly traded and securities acquired for various purposes, such as to meet regulatory requirements (for example, Federal Reserve Bank and Federal Home Loan Bank stock). These securities are accounted for under the cost or...

  • Page 97
    ...take actions to sell such loans in response to the Corporate ALCO directives to reposition our balance sheet because of the changes in interest rates. Such Corporate ALCO directives identify both the type of loans (for example 3/1, 5/1, 10/1 and relationship adjustable-rate mortgages (ARMs), as well...

  • Page 98
    ...balance sheet date. ALLOWANCE FOR CREDIT LOSSES We generally charge-off when the loan is 120 days past due. UNSECURED LOANS (OPEN-END) We generally charge-off when the loan is 180 days past due. We generally fully charge-off when the loan is 180 days past due. CREDIT CARD LOANS OTHER SECURED LOANS...

  • Page 99
    ... is estimated using discounted cash flow analyses with assumptions for credit losses, prepayments and discount rates that are corroborated by and independently verified against market observable data, where possible. Retained interests from securitizations with off-balance sheet entities, including...

  • Page 100
    ... 158 was issued on September 29, 2006, and became effective for us on December 31, 2006. FAS 158 requires us to recognize the funded status of our pension and postretirement benefit plans on our balance sheet. Additionally, FAS 158 requires us to use a year-end measurement date beginning in 2008. We...

  • Page 101
    ... January 1, 2006. In calculating the common stock equivalents for purposes of diluted earnings per share, we selected the transition method provided by FASB Staff Position FAS 123(R)-3, Transition Election Related to Accounting for the Tax Effects of Share-Based Payment Awards. Earnings Per Common...

  • Page 102
    ... centers in 21 states from Connecticut to Florida and west to Texas and California, and nationwide retail brokerage, mortgage lending and auto finance businesses. In the merger, Wells Fargo exchanged 0.1991 shares of its common stock for each outstanding share of Wachovia common stock, issuing...

  • Page 103
    ... for credit losses and goodwill impairment charges. Statement of Net Assets Acquired (at fair value) (in millions) ASSETS Cash and cash equivalents Trading account assets Securities Loans Allowance for loan losses Loans, net Goodwill Other intangible assets Core deposit intangible Brokerage...

  • Page 104
    ... to a 60% interest in the Wells Fargo Merchant Services, LLC joint venture. (3) Consists of twelve acquisitions of insurance brokerage businesses. (4) Consists of six acquisitions of insurance brokerage and third party health care payment processing businesses. (5) Consists of seven acquisitions of...

  • Page 105
    ... has transferred the Series D Preferred Stock to a third party, the consent of the Treasury Department will be required for the Parent to increase its common stock dividend. Note 4: Federal Funds Sold, Securities Purchased under Resale Agreements and Other Short-Term Investments The table below...

  • Page 106
    ...fair value of securities in the securities available-for-sale portfolio at December 31, 2008 and 2007, by length of time (in millions) that individual securities in each category had been in a continuous loss position. Less than 12 months Gross Fair unrealized value losses 12 months or more Gross...

  • Page 107
    ... position for 12 months or more at December 31, 2008, were primarily due to extraordinarily wide asset spreads for residential mortgage, commercial mortgage and commercial loan asset-backed securities resulting from an illiquid market, which caused these assets to be valued at significant discounts...

  • Page 108
    ... Real estate 1-4 family junior lien mortgage Credit card Other revolving credit and installment Total consumer Foreign Total loans All other loans $197,889 95,346 30,173 15,829 339,237 208,680 109,436 23,555 93,102 434,773 32,023 $806,033 2008 Total 2007 2006 2005 initially recorded. A summary...

  • Page 109
    ... and lease financing by industry or commercial real estate loans (other real estate mortgage and real estate construction) by state or property type. Our real estate 1-4 family mortgage loans to borrowers in the state of California represented approximately 14% of total loans at December 31, 2008...

  • Page 110
    ...1-4 family first mortgage Real estate 1-4 family junior lien mortgage Credit card Other revolving credit and installment Total consumer Foreign Total loan recoveries Net loan charge-offs (2) Allowances related to business combinations/other Balance, end of year Components: Allowance for loan losses...

  • Page 111
    ..., 2007. The 2008 and 2007 balances included $8,185 million and $4,834 million, respectively, in advances pursuant to our servicing agreements to the Government National Mortgage Association (GNMA) mortgage pools and similar loans whose repayments are insured by the Federal Housing Administration or...

  • Page 112
    ... for GNMA loans secured by the foreclosed real estate are collectible because the GNMA loans are insured by the Federal Housing Administration or guaranteed by the Department of Veterans Affairs. Income related to nonmarketable equity investments was: (in millions) Year ended December 31, 2008 2007...

  • Page 113
    ... forms of ongoing involvement with SPEs, which may include: • underwriting securities issued by SPEs and subsequently making markets in those securities; • providing liquidity facilities to support short-term obligations of SPEs issued to third party investors; • providing credit enhancement...

  • Page 114
    ... trusts. Year ended December 31, 2007 Mortgage Other loans financial assets $38,971 300 496 - 22 $- - 6 - - Mortgage loans Sales proceeds from securitizations (1) Servicing fees (1) Other interests held Purchases of delinquent assets Net servicing advances $212,770 3,128 1,509 36 61 2008 Other...

  • Page 115
    .... Mortgage servicing rights 2008 2007 Other interests held 2008 2007 36.0% 2.3 7.2% 14.1% 7.2 10.2% Other interests held - subordinate bonds 2008 2007 13.3% 5.7 6.7% 1.1% 24.3% 4.4 6.9% 0.8% Prepayment speed (annual CPR (1) ) (2) Life (in years) (2) Discount rate (2) Expected life of loan losses...

  • Page 116
    ... Year ended December 31, Net charge-offs (recoveries) (3) 2008 2007 $1,539 26 175 52 1,792 902 2,115 1,416 1,819 6,252 196 $8,240 $ 510 7 12 16 545 87 597 712 1,409 2,805 206 $3,556 (1) For 2008, represents loans in the balance sheet or that have been securitized and includes residential mortgages...

  • Page 117
    ... millions) structured financing. We have various forms of involvement with SPEs, including holding senior or subordinated interests, entering into liquidity arrangements, credit default swaps and other derivative contracts. A summary of our involvements with off-balance sheet (unconsolidated) VIEs...

  • Page 118
    ... conduit's assets was 3.0 years at December 31, 2008. The composition of the conduit's assets was as follows: December 31, 2008 Funded Total asset committed composition exposure Auto loans Commercial and middle market loans Equipment loans Trade receivables Credit cards Leases Other Total 34.1% 27...

  • Page 119
    ... not hold a majority of the subordinate interests in these funds. MONEY MARKET FUNDS We entered into a capital support agreement in first quarter 2008 for up to $130 million related to an investment in a structured investment vehicle (SIV) held by our AAA-rated non-government money market funds. In...

  • Page 120
    ...and administrator responsible for investing the note proceeds. We do not consolidate these SPEs because we typically do not hold any of the notes that they issue. In August 2008, Wachovia reached an agreement to purchase at par auction rate securities (ARS) that were sold to third party investors by...

  • Page 121
    ... derivative gains (losses) from economic hedges (4) Total servicing income, net Net gains on mortgage loan origination/sales activities All other Total mortgage banking noninterest income Market-related valuation changes to MSRs, net of economic hedge results (2) + (4) Year ended December 31, 2007...

  • Page 122
    ... year ended December 31, 2009 2010 2011 2012 2013 $ 261 $2,930 2,478 2,078 1,831 1,619 We based our projections of amortization expense shown above on existing asset balances at December 31, 2008. Future amortization expense will vary based on additional core deposit or other intangibles acquired...

  • Page 123
    ...reporting. The balances of goodwill for management reporting were: Community Banking (1) $ 4,734 11,905 Wholesale Wells Fargo Banking (1) Financial $ 2,152 4,512 $423 413 Enterprise Consolidated Company $ 5,797 5,797 $ 13,106 22,627 (1) To reï¬,ect the realignment of our corporate trust business...

  • Page 124
    ... information for short-term borrowings, which generally mature in less than 30 days. (in millions) Amount As of December 31, Commercial paper and other short-term borrowings Federal funds purchased and securities sold under agreements to repurchase Total Year ended December 31, Average daily balance...

  • Page 125
    ... Debt Following is a summary of our long-term debt based on original maturity (reflecting unamortized debt discounts (in millions) Maturity date(s) Wells Fargo & Company (Parent only) Senior Fixed-Rate Notes (1)(2) Floating-Rate Notes (2)(3) Extendable Notes (4) FixFloat Notes Market-Linked Notes...

  • Page 126
    ... agreements for most of these notes, whereby we receive fixed-rate interest payments approximately equal to interest on the notes and make interest payments based on an average one-month, three-month or six-month London Interbank Offered Rate (LIBOR). (2) On December 10, 2008, Wells Fargo issued...

  • Page 127
    ... information, refer to the First 2008 Covenant, which was filed as Exhibit 99.1 to the Company's Current Report on Form 8-K filed March 12, 2008. (12) On May 19, 2008, Wells Fargo Capital XIII issued 7.70% Fixed-to-Floating Rate Normal Preferred Purchase Securities (PPS) (the Second 2008 Capital...

  • Page 128
    ...: Guarantees and Legal Actions Guarantees Guarantees are contracts that contingently require us to make payments to a guaranteed party based on an event or a change in an underlying asset, liability, rate or index. Guarantees are generally in the form of securities lending indemnifications, standby...

  • Page 129
    ...perform under certain credit agreements with third parties, we will be required to make payments to the third parties. Wells Fargo is a Class B common shareholder of Visa Inc. (Visa). Based on agreements previously executed among Wells Fargo, Visa and its predecessors and certain member banks of the...

  • Page 130
    ... in the North American Securities Administrators Association task force investigating the marketing and sale of auction rate securities), and with the New York State Attorney General's Office of their respective investigations of sales practice and other issues related to the sales of auction rate...

  • Page 131
    .... DATA TREASURY LITIGATION ELAVON LITIGATION On January 16, 2009, Elavon, Inc., a provider of merchant processing services, filed a complaint in the U.S. District Court for the Northern District of Georgia against Wachovia Corporation, Wachovia Bank, N.A., Wells Fargo & Company, and Wells Fargo Bank...

  • Page 132
    ...these defendants filed an action in the U.S. District Court for the Southern District of New York against Wachovia Capital Markets, a third party and two members of Le-Nature's management asserting claims arising under federal RICO laws. On March 13, 2008, the North Carolina judge granted Defendants...

  • Page 133
    ...Attorney's Office for the Eastern District of Pennsylvania filed a civil fraud complaint against a former Wachovia Bank, N.A. customer, Payment Processing Center (PPC). PPC was a third party payment processor for telemarketing and catalogue companies. On April 12, 2007, a civil class action, Faloney...

  • Page 134
    ...foreign currency rates, or both. The ineffective portion of these fair value hedges is recorded in "Net gains (losses) on debt securities available for sale" in the income statement. For fair value hedges of long-term debt, certificates of deposit, repurchase agreements, commercial real estate loans...

  • Page 135
    ... Net gains (losses) from ineffective portion of change in the value of cash ï¬,ow hedges (2) December 31, 2007 2006 $ - 177 $ 8 19 $ (5) 11 (4) 26 45 (1) Includes hedges of long-term debt and certificates of deposit, commercial real estate and franchise loans, and debt and equity securities...

  • Page 136
    ... changes in fair value included in mortgage banking noninterest income. For interest rate lock commitments issued prior to January 1, 2008, we recorded a zero fair value for the derivative loan commitment at inception consistent with SEC Staff Accounting Bulletin No. 105, Application of Accounting...

  • Page 137
    ...in our balance sheet. The amounts reported as a derivative asset are derivative contracts in a gain position, and to the extent subject to master netting arrangements, net of derivatives in a loss position with the same counterparty and cash collateral received. We minimize counterparty credit risk...

  • Page 138
    ... (economic hedges) used to hedge the risk of changes in the fair value of residential MSRs, MHFS, interest rate lock commitments and other interests held. (2) Represents netting of derivative asset and liability balances, and related cash collateral, with the same counterparty subject to master...

  • Page 139
    ... for sale, derivatives, prime residential mortgages held for sale (MHFS), certain commercial loans held for sale (LHFS), residential MSRs, principal investments and securities sold but not yet purchased (short sale liabilities) are recorded at fair value on a recurring basis. Additionally, from time...

  • Page 140
    ... are evaluated by product and loan rate. The fair value of commercial and commercial real estate loans is calculated by discounting contractual cash flows, adjusted for credit loss estimates, using discount rates that reflect our current pricing for loans with similar characteristics and remaining...

  • Page 141
    ...'s yield is equal to our current pricing and, therefore, the fair value is equal to book value adjusted for estimates of credit losses inherent in the portfolio at the balance sheet date. For all other consumer loans, the fair value is generally calculated by discounting the contractual cash flows...

  • Page 142
    ...-bearing checking, and market rate and other savings, is equal to the amount payable on demand at the measurement date. The fair value of other time deposits is calculated based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered...

  • Page 143
    ... assets to be of high credit quality. The securities are relatively short duration, therefore not as sensitive to market interest rate movements. For certain assets and liabilities, we obtain fair value measurements from independent brokers or independent third party pricing services. The detail by...

  • Page 144
    ...related individual assets or portfolios at year end. Carrying value at year end Level 2 Level 3 Total Total losses for year ended Level 1 December 31, 2007 Mortgages held for sale Loans held for sale Loans (1) Private equity investments Foreclosed assets (2) Operating lease assets December 31, 2008...

  • Page 145
    ...Mortgages held for sale Changes in fair value included in net income: Mortgage banking noninterest income: Net gains on mortgage loan origination/sales activities (1) Other noninterest income (1) Includes changes in fair value of servicing associated with MHFS. 2008 Other interests held Year ended...

  • Page 146
    ...D, J, K and L preferred shares qualify as Tier 1 capital. (2) In conjunction with the acquisition of Wachovia, at December 31, 2008, shares of Series J, K and L perpetual preferred stock were converted into shares of a corresponding series of Wells Fargo preferred stock having substantially the same...

  • Page 147
    ... Stock) were issued to a trustee acting on behalf of the Wells Fargo & Company 401(k) Plan (the 401(k) Plan). Dividends on the ESOP Preferred Stock are cumulative from the date of initial issuance and are payable quarterly at annual rates ranging from 8.50% to 12.50%, depending upon the year...

  • Page 148
    ... the quoted market price of the related stock at the date of grant and is accrued over the vesting period. Total compensation expense for RSRs was not significant in 2008 or 2007. For various acquisitions and mergers, we converted employee and director stock options of acquired or merged companies...

  • Page 149
    ...million, respectively, for 2008 and 2007. We do not have a specific policy on repurchasing shares to satisfy share option exercises. Rather, we have a general policy on repurchasing shares to meet common stock issuance requirements for our benefit plans (including share option exercises), conversion...

  • Page 150
    ... our capital requirements, the number of shares we expect to issue for acquisitions and employee benefit plans, market conditions (including the trading price of our stock), and legal considerations. These factors can change at any time, and there can be no assurance as to the number of shares we...

  • Page 151
    ... employees of the legacy Wachovia Corporation. Under the Cash Balance Plan, eligible employees' Cash Balance Plan accounts are allocated a compensation credit based on a percentage of their qualifying compensation. The compensation credit percentage is based on age and years of credited service...

  • Page 152
    ... obligation at beginning of year Service cost Interest cost Plan participants' contributions Amendments Plan mergers (1) Actuarial loss (gain) Benefits paid Foreign exchange impact Acquisitions (2) Measurement date adjustment (3) Benefit obligation at end of year Change in plan assets: Fair value...

  • Page 153
    .... The Employee Benefit Review Committee (EBRC), which includes several members of senior management, formally reviews the investment risk and performance of our Cash Balance Plan on a quarterly basis and will incorporate the Pension Plan into this process starting in 2009. Annual Plan liability...

  • Page 154
    ... periodic benefit cost were: Year ended December 31, 2006 Pension Other benefits (1) benefits 5.75% 8.75 4.0 5.75% 8.75 - Pension benefits (1) Discount rate Expected return on plan assets Rate of compensation increase (1) Includes both qualified and nonqualified pension benefits. 2008 Other...

  • Page 155
    ... when paid SOP 03-3 loans Mark to market, net Net unrealized losses on securities available for sale Net operating loss and tax credit carry forwards Other Total deferred tax assets Deferred tax assets valuation allowance Deferred tax liabilities Mortgage servicing rights Leasing Basis difference in...

  • Page 156
    ... income and tax credits. The change in unrecognized tax benefits in 2008 and 2007 follows: (in millions) Balance at beginning of year Additions: For tax positions related to the current year For tax positions related to prior years For tax positions from business combinations (1) Reductions: For...

  • Page 157
    ...) Amortization of net actuarial (gain) loss and prior service cost included in net income Net gains (losses) arising during the year Other comprehensive income $ (93) $ Tax effect (35) $ 2008 Net of tax (58) Before tax $ 36 Tax effect $ 13 2007 Net of tax $ 23 Year ended December 31, 2006 Before Tax...

  • Page 158
    ... leases, real estate financing, Small Business Administration financing, venture capital financing, cash management, payroll services, retirement plans, Health Savings Accounts and merchant payment processing. Consumer and business deposit products include checking accounts, savings deposits, market...

  • Page 159
    ... 2008 Average loans Average assets Average core deposits 2007 Average loans Average assets Average core deposits Wells Fargo Financial includes consumer finance and auto finance operations. Consumer finance operations make direct consumer and real estate loans to individuals and purchase sales...

  • Page 160
    ... Parent. The Wells Fargo Financial business segment for management reporting (see Note 24) consists of WFFI and other affiliated consumer finance entities managed by WFFI that are included within other consolidating subsidiaries in the following tables. Year ended December 31, 2008 Dividends from...

  • Page 161
    ... WFFI Other consolidating subsidiaries Eliminations Consolidated Company Year ended December 31, 2007 Dividends from subsidiaries: Bank Nonbank Interest income from loans Interest income from subsidiaries Other interest income Total interest income Deposits Short-term borrowings Long-term debt...

  • Page 162
    ... Balance Sheets (in millions) Parent WFFI Other consolidating subsidiaries Eliminations Consolidated Company December 31, 2008 ASSETS Cash and cash equivalents due from: Subsidiary banks Nonaffiliates Securities available for sale Mortgages and loans held for sale Loans Loans to subsidiaries: Bank...

  • Page 163
    ... from issuance of stock warrants Excess tax benefits related to stock option payments Other, net Net cash provided (used) by financing activities Net change in cash and due from banks Cash and due from banks at beginning of year Cash and due from banks at end of year $ 730 $ 2,023 $ (7,584...

  • Page 164
    ... Net cash used by investing activities Cash flows from financing activities: Net change in: Deposits Short-term borrowings Long-term debt: Proceeds from issuance Repayment Common stock: Proceeds from issuance Repurchased Cash dividends paid Excess tax benefits related to stock option payments Other...

  • Page 165
    ... of shareholders' equity, as specified by various agencies, including the United States Department of Housing and Urban Development, Government National Mortgage Association, Federal Home Loan Mortgage Corporation and Federal National Mortgage Association. At December 31, 2008, each seller/servicer...

  • Page 166
    ...balance sheet of Wells Fargo & Company and Subsidiaries ("the Company") as of December 31, 2008 and 2007, and the related consolidated statements of income, changes in stockholders' equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2008...

  • Page 167
    ... for credit losses Net interest income after provision for credit losses NONINTEREST INCOME Service charges on deposit accounts Trust and investment fees Card fees Other fees Mortgage banking Operating leases Insurance Net gains (losses) on debt securities available for sale Net gains (losses) from...

  • Page 168
    ...first mortgage Real estate 1-4 family junior lien mortgage Credit card Other revolving credit and installment Total consumer Foreign Total loans (6) Other Total earning assets FUNDING SOURCES Deposits: Interest-bearing checking Market rate and other savings Savings certificates Other time deposits...

  • Page 169
    ... These graphs compare the cumulative total stockholder return and total compound annual growth rate (CAGR) for our common stock (NYSE: WFC) for the five- and ten-year periods ended December 31, 2008, with the cumulative total stockholder returns for the same periods for the Keefe, Bruyette...

  • Page 170
    ... on the New York Stock Exchange: WFC Independent Registered Public Accounting Firm KPMG LLP San Francisco, California 1-415-963-5100 Common Stock 4,228,630,889 common shares outstanding (12/31/08) Contacts Investor Relations 1-888-662-7865 [email protected] Shareholder Services and...

  • Page 171
    ...middle-market businesses across our banking states #1 commercial real estate broker and lender #1 asset-based lending #2 deposits (US) #2 mortgage servicer #2 debit card issuer #3 retail brokerage #3 ATM network About the cover The Wells Fargo stagecoach is one of America's, and the world's, most...

  • Page 172
    ... clientes y ayudarlos a tener éxito en el área financiera. Notre Vision: Satisfaire tous les besoins financiers de nos clients et les aider à atteindre le succès financier. Wells Fargo & Company 420 Montgomery Street San Francisco, California 94104 1-866-878-5865 wellsfargo.com Cert no. SCS...