ITEM 1B.
UNRESOLVED STAFF COMMENTS
Not applicable.
We own our corporate headquarters building in San Francisco, California. We also own administrative facilities in Anchorage, Alaska; Chandler, Phoenix, and Tempe, Arizona; San Francisco, California; Minneapolis and Shoreview, Minnesota; Billings, Montana; Albuquerque, New Mexico; Portland, Oregon; Sioux Falls, South Dakota; and Salt Lake City, Utah. In addition, we lease office space for various administrative departments in major locations in Arizona, California, Colorado, Minnesota, Oregon, Texas, and Utah.
As of December 31, 2006, we provided banking, insurance, investments, mortgage banking and consumer finance through more than 6,000 stores under various types of ownership and leasehold agreements. We own the Wells Fargo Home Mortgage (Home Mortgage) headquarters in Des Moines, Iowa and operations/servicing centers in Springfield, Illinois; Des Moines, Iowa; and Minneapolis, Minnesota. We lease administrative space for Home Mortgage in Tempe, Arizona; Riverside and San Bernardino, California; Des Moines, Iowa; Frederick, Maryland; Minneapolis, Minnesota; St. Louis, Missouri; Fort Mill, South Carolina; and all mortgage production offices nationwide. We own the Wells Fargo Financial, Inc. (WFFI) headquarters and four administrative buildings in Des Moines, Iowa, and an operations center in Sioux Falls, South Dakota. We lease administrative space for WFFI in Tempe, Arizona; Lake Mary, Florida; Des Moines, Iowa; Kansas City, Kansas; Minneapolis, Minnesota; Mississauga, Ontario; Philadelphia, Pennsylvania; San Juan, Puerto Rico; Aberdeen, South Dakota; and all store locations.
We are also a joint venture partner in an office building in downtown Minneapolis, Minnesota.
ADDITIONAL INFORMATION
Additional information in response to this Item 2
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
EXECUTIVE OFFICERS OF THE REGISTRANT
Information related to the Company’s executive officers is included in Item 10 of this report.
PART II
ITEM 5.
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 New York Stock Exchange. The Quarterly Financial Data table on page 121 of the 2006 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, 2006, 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 New York Stock Exchange Composite Transaction Reporting System for the periods indicated. At January 31, 2007, there were 90,752 holders of record of the Company’s common stock.
DIVIDENDS
The dividend restrictions discussions on pages 4-5 of this report and in the 2006 Annual Report to Stockholders under “Financial Statements - Notes to Financial Statements - Note 3 (Cash, Loan and Dividend Restrictions) on page 78 are incorporated into this report by reference.
REPURCHASES OF COMMON STOCK
The following table shows Company’s repurchases of its common stock for each calendar month in the quarter ended December 31, 2006.
Information in response to this Item 6
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Information in response to this Item 7 can be found in the 2006 Annual Report to Stockholders under “Financial Review” on pages 34-65. That information is incorporated into this report by reference.
ITEM 7A.
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information in response to this Item 7A can be found in the 2006 Annual Report to Stockholders under “Financial Review - Risk Management - Asset/Liability and Market Risk Management” on pages 55-59. That information is incorporated into this report by reference.
ITEM 8.
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Information in response to this Item 8 can be found in the 2006 Annual Report to Stockholders under “Financial Statements” on pages 68-120 and under “Quarterly Financial Data” on page 121. That information is incorporated into this report by reference.
ITEM 9.
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A.
ITEM 9A.
CONTROLS AND PROCEDURES
Information in response to this Item 9A can be found in the 2006 Annual Report to Stockholders under “Controls and Procedures” on pages 66-67. That information is incorporated into this report by reference.
Not applicable.
PART III
ITEM 10.
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
EXECUTIVE OFFICERS OF THE REGISTRANT
Howard I. Atkins (age 56)
Senior Executive Vice President and Chief Financial Officer since August 2005;
Executive Vice President and Chief Financial Officer from August 2001 to August 2005.
Mr. Atkins has served with the Company for 5 years.
Patricia R. Callahan (age 53)
Executive Vice President (Compliance and Risk Management) since June 2005;
Executive Vice President (Human Resources) from November 1998 to June 2005.
Ms. Callahan has served with the Company or its predecessors for 29 years.
David A. Hoyt (age 51)
Senior Executive Vice President since August 2005;
Group Executive Vice President (Wholesale Banking) from November 1998 to August 2005.
Mr. Hoyt has served with the Company or its predecessors for 25 years.
Richard M. Kovacevich (age 63)
Chairman and Chief Executive Officer since August 2005;
Chairman, President and Chief Executive Officer from April 2001 to August 2005.
Mr. Kovacevich has served with the Company or its predecessors for 21 years.
Richard D. Levy (age 49)
Executive Vice President and Controller since February 2007;
Senior Vice President and Controller from September 2002 to February 2007;
Senior Vice President and Controller of New York Life Insurance Company from September 1997 to
August 2002.
Mr. Levy has served with the Company for 4 years.
Michael J. Loughlin (age 51)
Executive Vice President (Chief Credit Officer) since April 2006;
Deputy Chief Credit Officer from January 2006 to April 2006;
Executive Vice President of Wells Fargo Bank, N.A. from May 2000 to April 2006.
Mr. Loughlin has served with the Company or its predecessors for 25 years.
Avid Modjtabai (age 45)
Executive Vice President (Human Resources) since June 2005;
Executive Vice President (Internet Services) of Wells Fargo Bank, N.A. from March 2001 to
June 2005.
Ms. Modjtabai has served with the Company or its predecessors for 13 years.
Mark C. Oman (age 52)
Senior Executive Vice President since August 2005;
Group Executive Vice President (Home and Consumer Finance) from September 2002 to August 2005;
Group Executive Vice President (Mortgage and Home Equity) from November 1998 to August 2002;
Chairman of Wells Fargo Home Mortgage, Inc. (formerly known as Norwest Mortgage, Inc.)
February 1997 until the merger with Wells Fargo Bank, N.A. in May 2004.
Mr. Oman has served with the Company or its predecessors for 27 years.
James M. Strother (age 55)
Executive Vice President and General Counsel since January 2004;
Deputy General Counsel from June 2001 to December 2003.
Mr. Strother has served with the Company or its predecessors for 20 years.
John G. Stumpf (age 53)
President and Chief Operating Officer since August 2005;
Group Executive Vice President (Community Banking) from July 2002 to August 2005;
Group Executive Vice President (Western Banking) from May 2000 to June 2002.
Mr. Stumpf has served with the Company or its predecessors for 25 years.
Carrie L. Tolstedt (age 47)
Group Executive Vice President (Regional Banking) since July 2002;
Group Executive Vice President (California and Border Banking) from January 2001 to June 2002.
Ms. Tolstedt has served with the Company or its predecessors for 17 years.
There is no family relationship between any of the Company’s executive officers or directors. All executive officers serve at the pleasure of the Board of Directors.
AUDIT COMMITTEE INFORMATION
The Audit and Examination Committee is a standing audit committee of the Board of Directors established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The Committee has seven members: Lloyd H. Dean, Enrique Hernandez, Jr., Robert L. Joss, Cynthia H. Milligan, Nicholas G. Moore, Philip J. Quigley and Susan G. Swenson. Each member is independent, as independence for audit committee members is defined by New York Stock Exchange rules. The Board of Directors has determined, in its business judgment, that each member of the Committee is financially literate, as required by New York Stock Exchange rules, and that each qualifies as an “audit committee financial expert” as defined by Securities and Exchange Commission regulations.
CODE OF ETHICS AND BUSINESS CONDUCT
The Company’s Code of Ethics and Business Conduct for team members (including executive officers), Director Code of Ethics, the Company’s corporate governance guidelines, and the charters for the Audit and Examination, Governance and Nominating, Human Resources, Credit, and Finance Committees are available at www.wellsfargo.com (select “About Wells Fargo,” then “Corporate Governance”). This information is also available in print to any stockholder upon written request to the Office of the Secretary, Wells Fargo & Company, MAC N9305-173, Wells Fargo Center, Sixth and Marquette, Minneapolis, Minnesota 55479.
ADDITIONAL INFORMATION
Additional information in response to this Item 10 can be found in the 2007 Proxy Statement under “Ownership of Our Common Stock - Section 16(a) Beneficial Ownership Reporting Compliance” and “Item 1 - Election of Directors - Director Nominees for Election” and “-Other Matters Relating to Directors.” That information is incorporated into this report by reference.
Information in response to this Item 11
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information in response to this Item 12 can be found in the 2007 Proxy Statement under “Ownership of Our Common Stock” and under “Equity Compensation Plan Information.” That information is incorporated into this report by reference.
ITEM 13.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information in response to this Item 13 can be found in the 2007 Proxy Statement under “Corporate Governance - Director Independence” and under “Information About Related Persons.” That information is incorporated into this report by reference.
ITEM 14.
ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES
Information in response to this Item 14 can be found in the 2007 Proxy Statement under “Item 2 - Appointment of Independent Auditors - KPMG Fees” and “-Audit and Examination Committee Pre-Approval Policies and Procedures.” That information is incorporated into this report by reference.
PART IV
ITEM 15.
ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
1. FINANCIAL STATEMENTS
The Company’s consolidated financial statements, include the notes thereto, and the report of the independent registered public accounting firm thereon, are set forth on pages 68-120 of the 2006 Annual Report to Stockholders, incorporated herein by reference.
2. FINANCIAL STATEMENT SCHEDULES
All financial statement schedules for the Company have been included in the consolidated financial statements or the related footnotes, or are either inapplicable or not required.
3. EXHIBITS
A list of exhibits to this Form 10-K is set forth on the Exhibit Index immediately preceding such exhibits and is incorporated into this report by reference.
Stockholders may obtain a copy of any of the following exhibits, upon payment of a reasonable fee, by writing to Wells Fargo & Company, Office of the Secretary, Wells Fargo Center, N9305-173, Sixth and Marquette, Minneapolis, Minnesota 55479.
The 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.
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, 2007.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: /s/ HOWARD I. ATKINS
Howard I. Atkins
Senior Executive Vice President and
Chief Financial Officer (Principal Financial Officer)
March 1, 2007
By: /s/ RICHARD D. LEVY
Richard D. Levy
Executive Vice President and Controller (Principal Accounting Officer)
March 1, 2007
The Directors of Wells Fargo & Company listed below have duly executed powers of attorney empowering Philip J. Quigley to sign this document on their behalf.
John S. Chen
Cynthia H. Milligan
Lloyd H. Dean
Donald B. Rice
Susan E. Engel
Judith M. Runstad
Enrique Hernandez, Jr.
Stephen W. Sanger
Robert L. Joss
John G. Stumpf
Richard M. Kovacevich
Susan G. Swenson
Richard D. McCormick
Michael W. Wright
EXHIBIT INDEX
12(b)
Computation of Ratios of Earnings to Fixed Charges and Preferred Dividends:
Filed herewith.