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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2009 Commission File
Number 001-2979
WELLS FARGO & COMPANY
(Exact name of registrant as specified in its charter)
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Delaware
(State of incorporation)
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No. 41-0449260
(I.R.S. Employer Identification No.) |
420 Montgomery Street, San Francisco, California 94163
(Address of principal executive offices) (Zip code)
Registrants telephone number, including area code: 1-866-878-5865
Securities registered pursuant to Section 12(b) of the Act:
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Name of Each Exchange |
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on Which Registered |
Common Stock, par value $1-2/3
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New York Stock Exchange (NYSE) |
Depositary Shares, each representing a 1/40th interest in a
shares of 8.00% Non- Cumulative Perpetual Class A Preferred Stock, Series J
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NYSE |
7.5% Non-Cumulative Perpetual Convertible Class A Preferred Stock, Series L
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NYSE |
See list of additional securities listed on the NYSE and the NYSE Alternext U.S. on the page
directly following this cover page.
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 Ö No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act. Yes No Ö
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2)
has been subject to such filing requirements for the past 90 days. Yes Ö No
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes Ö No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See definitions of large
accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
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Large accelerated filer þ
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Accelerated filer o |
Non-accelerated filer o
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Smaller reporting company o |
(Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the
Act).
Yes No Ö
At June 30, 2009, the aggregate market value of common stock held by non-affiliates was
approximately $111.9 billion, based on a closing price of $24.26. At January 31, 2010,
5,180,727,661 shares of common stock were outstanding.
Documents Incorporated by Reference in Form 10-K
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Where incorporated in Form 10-K |
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1. Portions of the Companys Annual Report to Stockholders for the
year ended December 31, 2009 (2009 Annual Report to Stockholders) |
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Part I Items 1, 1A, 2 and 3; Part II Items 5, 6, 7, 7A, 8 and 9A; and Part IV Item 15. |
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2. Portions of the Companys Proxy Statement for the Annual
Meeting of Stockholders to be held April 27, 2010 (2010 Proxy Statement) |
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Part III Items 10, 11, 12, 13 and 14 |
TABLE OF CONTENTS
Additional securities registered pursuant to Section 12(b) of the Exchange Act:
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Name of Each Exchange |
Title of Each Class |
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on Which Registered |
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Notes Linked to the Dow Jones Industrial AverageSM due May 5, 2010
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NYSE Alternext U.S. |
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ASTROS (ASseT Return Obligation Securities) Linked to the Nikkei 225(R)
Index Due March 2, 2010
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NYSE Alternext U.S. |
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ASTROS (ASseT Return Obligation Securities) Linked to the Dow Jones Global
Titans 50 Index due March 3, 2010
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NYSE Alternext U.S. |
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ASTROS (ASseT Return Obligation Securities) Linked to the Global Equity
Basket (Series 2005-2) due May 5, 2010
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NYSE Alternext U.S. |
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Exchangeable Notes Linked to the Common Stock of Three Oil Industry
Companies due December 15, 2010
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NYSE Alternext U.S. |
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Guarantee of 7.0% Capital Securities of Wells Fargo Capital IV
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NYSE |
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Guarantee of 5.85% Trust Preferred Securities (TRUPS®) of Wells
Fargo Capital VII
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NYSE |
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Guarantee of 5.625% Trust Preferred Securities of Wells Fargo Capital VIII
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NYSE |
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Guarantee of 5.625% Trust Originated Preferred Securities
(TOPrSSM) of Wells Fargo Capital IX
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NYSE |
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Guarantee of 6.25% Enhanced Trust Preferred Securities (Enhanced
TruPS®) of Wells Fargo Capital XI
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NYSE |
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Guarantee of 7.875% Enhanced Trust Preferred Securities (Enhanced
TruPS®) of Wells Fargo Capital XII
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NYSE |
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Guarantee of 7.70% Fixed-to-Floating Rate Normal Preferred Purchase
Securities of Wells Fargo Capital XIII
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NYSE |
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Remarketable 7.50% Junior Subordinated Notes due 2044
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NYSE |
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Guarantee of 8.625% Enhanced Trust Preferred Securities (Enhanced
TruPS®) of Wells Fargo Capital XIV
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NYSE |
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Guarantee of 9.75% Fixed-to-Floating Rate Normal Preferred Purchase
Securities of Wells Fargo Capital XV
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NYSE |
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Remarketable 9.25% Junior Subordinated Notes due 2044
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NYSE |
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Guarantee of 5.80% Fixed-to-Floating Rate Normal Wachovia Income Trust
Securities of Wachovia Capital Trust III
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NYSE |
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Guarantee of 6.375% Trust Preferred Securities of Wachovia Capital Trust IV
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NYSE |
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Guarantee of 6.375% Trust Preferred Securities of Wachovia Capital Trust IX
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NYSE |
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Guarantee of 7.85% Trust Preferred Securities of Wachovia Capital Trust X
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NYSE |
PART I.
ITEM 1. BUSINESS
Wells Fargo & Company is a corporation organized under the laws of Delaware and a financial holding
company and a bank holding company registered under the Bank Holding Company Act of 1956, as
amended (BHC Act). Its principal business is to act as a holding company for its subsidiaries.
References in this report to the Parent mean the holding company. References to we, our, us
or the Company mean the holding company and its subsidiaries that are consolidated for financial
reporting purposes.
We are the product of two significant mergers, the first occurring on November 2, 1998, between
Norwest Corporation (Norwest) and the former Wells Fargo & Company, in which Norwest survived the
merger and assumed the Wells Fargo & Company name, and the second occurring on December 31, 2008,
between the Company and Wachovia Corporation (Wachovia) in which the Company survived the merger.
We acquired Wachovia in a transaction valued at $12.5 billion to Wachovia common stockholders.
Wachovia, based in Charlotte, North Carolina, was one of the nations largest diversified financial
services companies, providing a broad range of retail banking and brokerage, asset and wealth
management, and corporate and investment banking products and services to customers through 3,300
financial centers in 21 states from Connecticut to Florida and west to Texas and California, and
nationwide retail brokerage, mortgage lending and auto finance businesses.
At December 31, 2009, we had assets of $1.2 trillion, loans of $783 billion, deposits of $824
billion and stockholders equity of $112 billion. Based on assets, we were the fourth largest bank
holding company in the United States. At December 31, 2009, Wells Fargo Bank, N.A. was the
Companys principal subsidiary with assets of $609 billion, or 49% of the Companys assets. As a
result of our acquisition with Wachovia, we also owned Wachovia Bank, N.A., with assets of $510
billion at December 31, 2009.
At December 31, 2009, we had 267,300 active, full-time equivalent team members.
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and
amendments to those reports, are available free at www.wellsfargo.com (select About Us, then
Investor Relations More, then More SEC Filings) as soon as reasonably practicable after they
are electronically filed with or furnished to the Securities and Exchange Commission (SEC). They
are also available free on the SECs website at www.sec.gov.
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DESCRIPTION OF BUSINESS
General
We are a diversified financial services company. We provide retail, commercial and corporate
banking services through banking stores located in 39 states and the District of Columbia:
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Alabama
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Iowa
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North Dakota |
Alaska
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Kansas
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Ohio |
Arizona
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Maryland
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Oregon |
Arkansas
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Michigan
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Pennsylvania |
California
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Minnesota
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South Carolina |
Colorado
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Mississippi
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South Dakota |
Connecticut
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Montana
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Tennessee |
Delaware
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Nebraska
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Texas |
Florida
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Nevada
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Utah |
Georgia
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New Jersey
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Virginia |
Idaho
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New Mexico
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Washington |
Illinois
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New York
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Wisconsin |
Indiana
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North Carolina
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Wyoming |
We provide other financial services through subsidiaries engaged in various businesses,
principally: wholesale banking, mortgage banking, consumer finance, equipment leasing, agricultural
finance, commercial finance, securities brokerage and investment banking, insurance agency and
brokerage services, computer and data processing services, trust services, investment advisory
services, mortgage-backed securities servicing and venture capital investment.
We have three operating segments for management reporting purposes: Community Banking; Wholesale
Banking; and Wealth, Brokerage and Retirement. The 2009 Annual Report to Stockholders includes
financial information and descriptions of these operating segments.
Competition
The financial services industry is highly competitive. Our subsidiaries compete with financial
services providers, such as banks, savings and loan associations, credit unions, finance companies,
mortgage banking companies, insurance companies, and mutual fund companies. They also face
increased competition from nonbank institutions such as brokerage houses, as well as from financial
services subsidiaries of commercial and manufacturing companies. Many of these competitors enjoy
fewer regulatory constraints and some may have lower cost structures.
Securities firms and insurance companies that elect to become financial holding companies may
acquire banks and other financial institutions. Combinations of this type could significantly
change the competitive environment in which we conduct business. The financial services industry is
also likely to become more competitive as further technological advances enable more companies to
provide financial services. These technological advances may diminish the
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importance of depository institutions and other financial intermediaries in the transfer of funds
between parties.
REGULATION AND SUPERVISION
We describe below, and in Notes 3 (Cash, Loan and Dividend Restrictions) and 25 (Regulatory and
Agency Capital Requirements) to Financial Statements included in the 2009 Annual Report to
Stockholders, the material elements of the regulatory framework applicable to us. The description
is qualified in its entirety by reference to the full text of the statutes, regulations and
policies that are described. Banking statutes, regulations and policies are continually under
review by Congress and state legislatures and federal and state regulatory agencies, and a change
in them, including changes in how they are interpreted or implemented, could have a material effect
on our business. The regulatory framework applicable to bank holding companies is intended to
protect depositors, federal deposit insurance funds, consumers and the banking system as a whole,
and not necessarily investors in bank holding companies such as the Company.
Statutes, regulations and policies could restrict our ability to diversify into other areas of
financial services, acquire depository institutions, and pay dividends on our capital stock. They
may also require us to provide financial support to one or more of our subsidiary banks, maintain
capital balances in excess of those 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 Risk Factors section in the 2009 Annual Report to Stockholders for
additional information.
General
Parent Bank Holding Company. As a bank holding company, the Parent is subject to regulation under
the BHC Act and to inspection, examination and supervision by its primary regulator, the Board of
Governors of the Federal Reserve System (Federal Reserve Board or FRB). The Parent is also subject
to the disclosure and regulatory requirements of the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as amended, both as administered by the SEC. As a listed company
on the New York Stock Exchange (NYSE), the Parent is subject to the rules of the NYSE for listed
companies.
Subsidiary Banks. Our subsidiary national banks are subject to regulation and examination
primarily by the Office of the Comptroller of the Currency (OCC) and also by the Federal Deposit
Insurance Corporation (FDIC) and the FRB. The foreign 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. Our state-chartered banks are subject to
primary federal regulation and examination by the FDIC and, in addition, are regulated and examined
by their respective state banking departments.
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Nonbank Subsidiaries. Many of our nonbank subsidiaries are also subject to regulation by the FRB
and other applicable federal and state agencies. Our insurance subsidiaries are subject to
regulation by applicable state insurance regulatory agencies, as well as the FRB. Our brokerage
subsidiaries are regulated by the SEC, the Financial Industry Regulatory Authority (FINRA) and, in
some cases, the Municipal Securities Rulemaking Board, and state securities regulators. Our other
nonbank subsidiaries may be subject to the laws and regulations of the federal government and/or
the various states as well as foreign countries in which they conduct business.
Parent Bank Holding Company Activities
Financial in Nature Requirement. We became a financial holding company effective March 13, 2000.
We continue to maintain our status as a bank holding company for purposes of other FRB regulations.
As a bank holding company that has elected to become a financial holding company pursuant to the
BHC Act, we may affiliate with securities firms and insurance companies and engage in other
activities that are financial in nature or incidental or complementary to activities that are
financial in nature. Financial in nature activities include securities underwriting, dealing and
market making; sponsoring mutual funds and investment companies; insurance underwriting and agency;
merchant banking; and activities that the FRB, in consultation with the Secretary of the U.S.
Treasury, determines to be financial in nature or incidental to such financial activity.
Complimentary activities are activities that the FRB determines upon application to be
complementary to a financial activity and do not pose a safety and soundness risk.
FRB approval is not required for us to acquire a company (other than a bank holding company, bank
or savings association) engaged in activities that are financial in nature or incidental to
activities that are financial in nature, as determined by the FRB. Prior FRB approval is required
before we may acquire the beneficial ownership or control of more than 5% of the voting shares or
substantially all of the assets of a bank holding company, bank or savings association.
Because we are a financial holding company, if any of our subsidiary banks receives a rating under
the Community Reinvestment Act of 1977, as amended (CRA), of less than satisfactory, we will be
prohibited, until the rating is raised to satisfactory or better, from engaging in new activities
or acquiring companies other than bank holding companies, banks or savings associations, except
that we could engage in new activities, or acquire companies engaged in activities, that are
closely related to banking under the BHC Act. In addition, if the FRB finds that any of our
subsidiary banks is not well capitalized or well managed, we would be required to enter into an
agreement with the FRB to comply with all applicable capital and management requirements and which
may contain additional limitations or conditions. Until corrected, we 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.
Interstate Banking. Under the Riegle-Neal Interstate Banking and Branching Act (Riegle-Neal Act),
a bank holding company may acquire banks in states other than its home state, subject to any state
requirement that the bank has been organized and operating for a minimum period of
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time, not to exceed five years, and the requirement that the bank holding company not control,
prior to or following the proposed acquisition, more than 10% of the total amount of deposits of
insured depository institutions nationwide or, unless the acquisition is the bank holding companys
initial entry into the state, more than 30% of such deposits in the state (or such lesser or
greater amount set by the state).
The Riegle-Neal Act also authorizes banks to merge across state lines, thereby creating interstate
branches. Banks are also permitted to acquire and to establish new branches in other states where
authorized under the laws of those states.
Regulatory Approval. In determining whether to approve a proposed bank acquisition, federal bank
regulators will consider, among other factors, the effect of the acquisition on competition,
financial condition, and future prospects including current and projected capital ratios and
levels, the competence, experience, and integrity of management and record of compliance with laws
and regulations, the convenience and needs of the communities to be served, including the acquiring
institutions record of compliance under the CRA, and the effectiveness of the acquiring
institution in combating money laundering activities.
Dividend Restrictions
The Parent is a legal entity separate and distinct from its subsidiary banks and other
subsidiaries. A significant source of funds to pay dividends on our common and preferred stock and
principal and interest on our debt is dividends from the Parents subsidiaries. Various federal and
state statutory provisions and regulations limit the amount of dividends the Parents subsidiary
banks and certain other subsidiaries may pay without regulatory approval. Federal bank regulatory
agencies have the authority to prohibit the Parents subsidiary banks from engaging in unsafe or
unsound practices in conducting their businesses. The payment of dividends, depending on the
financial condition of the bank in question, could be deemed an unsafe or unsound practice. The
ability of the Parents subsidiary banks to pay dividends in the future is currently, and could be
further, influenced by bank regulatory policies and capital guidelines. For information about the
restrictions applicable to the Parents subsidiary banks, see Note 3 (Cash, Loan and Dividend
Restrictions) to Financial Statements included in the 2009 Annual Report to Stockholders.
The Parents Board reduced its quarterly common stock dividend to $0.05 per share in second quarter
2009 to retain current period earnings and build common equity. As a participant in the Supervisory
Capital Assessment Program (SCAP) the Parent must consult with the Federal Reserve staff before
increasing the level of dividends. The FRB published clarifying supervisory guidance in first
quarter 2009, SR 09-4 Applying Supervisory Guidance and Regulations on the Payment of Dividends,
Stock Redemptions, and Stock Repurchases at Bank Holding Companies, pertaining to the FRBs
criteria, assessment and approval process for reductions in capital. As with all 19 participants in
the SCAP, under this supervisory letter, before raising our common dividend, the Parent must
consult with the Federal Reserve staff and demonstrate that its actions are consistent with the
existing supervisory guidance, including demonstrating that its internal capital assessment process
is consistent with the complexity of its activities and risk profile.
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Holding Company Structure
Transfer of Funds from Subsidiary Banks. The Parents subsidiary banks are subject to restrictions
under federal law that limit the transfer of funds or other items of value from such subsidiaries
to the Parent and its nonbank subsidiaries (including affiliates) in so-called covered
transactions. In general, covered transactions include loans and other extensions of credit,
investments and asset purchases, as well as certain other transactions involving the transfer of
value from a subsidiary bank to an affiliate or for the benefit of an affiliate. Unless an
exemption applies, covered transactions by a subsidiary bank with a single affiliate are limited to
10% of the subsidiary banks capital and surplus and, with respect to all covered transactions with
affiliates in the aggregate, to 20% of the subsidiary banks capital and surplus. Also, loans and
extensions of credit to affiliates generally are required to be secured by qualifying collateral. A
banks transactions with its nonbank affiliates are also generally required to be on arms length
terms.
Source of Strength. The FRB has a policy that a bank holding company is expected to act as a
source of financial and managerial strength to each of its subsidiary banks and, under appropriate
circumstances, to commit resources to support each such subsidiary bank. This support may be
required at times when the bank holding company may not have the resources to provide the support.
The OCC may order an assessment of the Parent if the capital of one of its national bank
subsidiaries were to become impaired. If the Parent failed to pay the assessment within three
months, the OCC could order the sale of the Parents stock in the national bank to cover the
deficiency.
Capital loans by the Parent to any of its subsidiary banks are subordinate in right of payment to
deposits and certain other indebtedness of the subsidiary bank. In addition, in the event of the
Parents bankruptcy, any commitment by the Parent to a federal bank regulatory agency to maintain
the capital of a subsidiary bank will be assumed by the bankruptcy trustee and entitled to a
priority of payment.
Depositor Preference. The Federal Deposit Insurance Act (FDI Act) provides that, in the event of
the liquidation or other resolution of an insured depository institution, the claims of
depositors of the institution (including the claims of the FDIC as subrogee of insured depositors)
and certain claims for administrative expenses of the FDIC as a receiver will have priority over
other general unsecured claims against the institution. If an insured depository institution fails,
insured and uninsured depositors, along with the FDIC, will have priority in payment ahead of
unsecured, nondeposit creditors, including the Parent, with respect to any extensions of credit
they have made to such insured depository institution.
Liability of Commonly Controlled Institutions. All of the Companys subsidiary banks are insured
by the FDIC. FDIC-insured depository institutions can be held liable for any loss incurred, or
reasonably expected to be incurred, by the FDIC due to the default of an FDIC-insured depository
institution controlled by the same bank holding company, and for any assistance provided by the
FDIC to an FDIC-insured depository institution that is in danger of default and that is controlled
by the same bank holding company. Default means generally the
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appointment of a conservator or receiver. In danger of default means generally the existence of
certain conditions indicating that a default is likely to occur in the absence of regulatory
assistance.
Capital Requirements
We are subject to regulatory capital requirements and guidelines imposed by the FRB, which are
substantially similar to those imposed by the OCC and the FDIC on depository institutions within
their jurisdictions. Under these guidelines, a depository institutions or a holding companys
assets and certain specified off-balance sheet commitments and obligations are assigned to various
risk categories. A depository institutions or holding companys capital, in turn, is classified
into one of three tiers. Tier 1 capital includes common equity, noncumulative perpetual preferred
stock, a limited amount of cumulative perpetual preferred stock at the holding company level, and
minority interests in equity accounts of consolidated subsidiaries, less goodwill and certain other
deductions. Tier 2 capital includes, among other things, perpetual preferred stock not qualified as
Tier 1 capital, subordinated debt, and allowances for loan and lease losses, subject to certain
limitations. Tier 3 capital includes qualifying unsecured subordinated debt. At least one-half of a
banks total capital must qualify as Tier 1 capital.
National banks and bank holding companies currently are required to maintain Tier 1 capital and the
sum of Tier 1 and Tier 2 capital equal to at least 4% and 8%, respectively, of their total
risk-weighted assets (including certain off-balance sheet items, such as standby letters of
credit). The risk-based capital rules state that the capital requirements are minimum standards
based primarily on broad credit-risk considerations and do not take into account the other types of
risk a banking organization may be exposed to (e.g., interest rate, market, liquidity and
operational risks). The FRB may, therefore, set higher capital requirements for categories of banks
(e.g. systematically important firms), or for an individual bank as situations warrant. For
example, holding companies experiencing internal growth or making acquisitions are expected to
maintain strong capital positions substantially above the minimum supervisory levels, without
significant reliance on intangible assets. For these reasons, we are expected to operate with a
capital position well above the minimum ratios, with the amount of capital held to be determined by
us though an internal capital assessment that corresponds to our broad risk exposure.
The regulatory capital rules state that voting common stockholders equity should be the dominant
element within Tier 1 capital and that banking organizations should avoid overreliance on
non-common equity elements. During 2009, in conjunction with the FRBs SCAP stress test process,
the ratio of Tier 1 common equity to risk weighted assets became significant as a measurement of
the predominance of common equity in Tier 1 capital. There is currently no mandated minimum ratio.
In June 2004, the Basel Committee on Bank Supervision published new international guidelines for
determining regulatory capital that are designed to be more risk sensitive than the existing
framework and to promote enhanced risk management practices among large, internationally active
banking organizations. The United States federal bank regulatory agencies each approved a final
rule similar to the international guidelines in November 2007. This new advance capital adequacy
framework is known as Basel II, and is intended to more closely align regulatory
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capital requirements with actual risks. Basel II incorporates three pillars that address (a)
capital adequacy, (b) supervisory review, which relates to the computation of capital and internal
assessment processes, and (c) market discipline, through increased disclosure requirements.
Embodied within these pillars are aspects of risk strategy, measurement and management that relate
to credit risk, market risk, and operational risk. Banking organizations are required to enhance
the measurement and management of those risks through the use of advanced approaches for
calculating risk-based capital requirements. Basel II includes safeguards that include a
requirement that banking organizations conduct a parallel run over a period of four consecutive
calendar quarters for measuring regulatory capital under the new regulatory capital rules and the
existing general risk-based capital rules before solely operating under the Basel II framework; a
requirement that an institution satisfactorily complete a series of transitional periods before
operating under Basel II without floors; and a commitment by the federal bank regulatory agencies
to conduct ongoing analysis of the framework to ensure Basel II is working as intended. Following a
successful parallel run period, a banking organization would have to progress through three
transitional periods (each lasting at least one year), during which there would be floors on
potential declines in risk-based capital requirements as calculated under the current rules. Those
transitional floors provide for maximum cumulative reductions of required risk-based capital of 5%
during the first year of implementation, 10% in the second year and 15% in the third year. A
banking organization will need approval from its primary Federal regulator to move into each of the
transitional floor periods, and at the end of the third transitional floor period to move to full
implementation. Wells Fargo is implementing the advanced approach under Basel II, and has
established a project management infrastructure to implement the regulations.
In addition, the federal bank regulatory agencies have established minimum leverage (Tier 1 capital
to adjusted average total assets) guidelines for banks within their regulatory jurisdiction. These
guidelines provide for a minimum leverage ratio of 3% for banks that meet certain specified
criteria, including excellent asset quality, high liquidity, low interest rate exposure and the
highest regulatory rating. Institutions not meeting these criteria are required to maintain a
leverage ratio of 4%. Our Tier 1 and total risk-based capital ratios and leverage ratio as of
December 31, 2009, are included in Note 25 (Regulatory and Agency Capital Requirements) to
Financial Statements included in the 2009 Annual Report to Stockholders. At December 31, 2009, the
Company and each of its subsidiary banks were well capitalized under the applicable regulatory
capital adequacy guidelines.
In addition, in 2009, the FRB conducted a test under the SCAP to forecast capital levels for
financial institutions in an adverse economic scenario. Following the results of that stress test,
the FRB required the Company to generate a $13.7 billion regulatory capital buffer by November 9,
2009. The Company exceeded this requirement through an $8.6 billion (gross proceeds) common stock
offering, strong revenue performance, realization of deferred tax assets, and other internally
generated sources, including core deposit intangible amortization.
From time to time, the FRB and the Federal Financial Institutions Examination Council (FFIEC)
propose changes and amendments to, and issue interpretations of, risk-based capital guidelines and
related reporting instructions. In addition, the FRB has closely monitored capital levels of the
institutions it supervises during the ongoing financial disruption, and may require such
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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 FDI Act requires federal bank regulatory agencies to establish certain non-capital safety and
soundness standards for institutions for which they are the primary federal regulator. The
standards relate generally to operations and management, asset quality, interest rate exposure,
executive compensation and risk management. The agencies are authorized to take action against
institutions that fail to meet such standards.
The FDI Act requires federal bank regulatory agencies to take prompt corrective action with
respect to FDIC-insured depository institutions that do not meet minimum capital requirements. A
depository institutions treatment for purposes of the prompt corrective action provisions will
depend upon how its capital levels compare to various capital measures and certain other factors,
as established by regulation.
Deposit Insurance Assessments
Our bank subsidiaries, including Wells Fargo Bank, N.A. and Wachovia Bank, N.A., are members of the
Deposit Insurance Fund (DIF) maintained by the FDIC. Through the DIF, the FDIC insures the deposits
of our banks up to prescribed limits for each depositor. The DIF was formed March 31, 2006, upon
the merger of the Bank Insurance Fund and the Savings Insurance Fund in accordance with the Federal
Deposit Insurance Reform Act of 2005 (the Act). The Act established a range of 1.15% to 1.50%
within which the FDIC board of directors may set the Designated Reserve Ratio (reserve ratio or
DRR). The current target DRR is 1.25%. However, the Act has eliminated restrictions on premium
rates based on the DRR and granted the FDIC Board the discretion to price deposit insurance
according to risk for all insured institutions regardless of the level of the reserve ratio.
To maintain the DIF, member institutions are assessed an insurance premium based on their deposits
and their institutional risk category. The FDIC determines an institutions risk category by
combining its supervisory ratings with its financial ratios and other risk measures. For large
institutions (assets of $10 billion or more), the FDIC generally determines risk by combining
supervisory ratings, the institutions long-term debt issuer ratings and, beginning April 1, 2009,
certain financial ratios.
Recent depository institutional failures have resulted in a decline in the DIF reserve ratio to
below 1.15%. Under the Act, in October 2008 the FDIC Board adopted a Restoration Plan to return the
DIF to its statutorily mandated minimum reserve ratio of 1.15% within five years. In February 2009,
given the extraordinary circumstances facing the banking industry, the Board amended its
Restoration Plan to allow the Fund seven years to return to the ratio of 1.15%. In May 2009,
Congress amended the statute governing establishment of the Plan to allow the FDIC up to eight
years to return the DIF reserve ratio back to 1.15%, absent extraordinary circumstances.
9
In 2009, the FDIC undertook several measures in an effort to replenish the DIF. On February 27,
2009, the FDIC adopted a final rule modifying the risk-based assessment system and set new initial
base assessment rates beginning April 1, 2009. Rates range from a minimum of 12 cents per $100 of
domestic deposits for well-managed, well-capitalized institutions with the highest credit ratings,
to 45 cents per $100 for those institutions posing the most risk to the DIF. Risk-based adjustments
to the initial assessment rate may lower the rate to 7 cents per $100 of domestic deposits for
well-managed, well-capitalized banks with the highest credit ratings or raise the rate to 77.5
cents per $100 for depository institutions posing the most risk to the DIF.
On May 22, 2009, the FDIC adopted a final rule imposing a 5 basis point special assessment on each
insured depository institutions assets minus Tier 1 capital as of June 30, 2009. The amount of the
special assessment for any institution was limited to 10 basis points times the institutions
assessment base for the second quarter 2009. On September 29, 2009, the FDIC increased the annual
assessment rates uniformly by 3 basis points beginning in 2011. On November 17, 2009, the FDIC
amended its regulations to require insured institutions to prepay their estimated quarterly
risk-based assessments for the fourth quarter of 2009, and for all of 2010, 2011, and 2012. For
purposes of determining the prepayment, the FDIC used the institutions assessment rate in effect
on September 30, 2009. The combined prepayment amount for our banking subsidiaries was $3.9
billion.
On January 12, 2010, the FDIC issued an advance notice of proposed rulemaking seeking
comment on ways the FDICs risk-based assessment system could be changed to account for the
risks posed by certain employee compensation programs. The FDIC is concerned with adjusting
risk-based assessment rates to adequately compensate the DIF for risks inherent in the design of
certain compensation programs. Any change to the risk-based assessment system would be
intended to improve the way risk is differentiated among institutions
rather than generate revenue for the DIF.
All FDIC-insured depository institutions must also pay an annual assessment towards interest
payments on bonds issued by the Financing Corporation, a federal corporation chartered under the
authority of the Federal Housing Finance Board. The bonds (commonly referred to as FICO bonds) were
issued to capitalize the Federal Savings and Loan Insurance Corporation. FDIC-insured depository
institutions paid approximately 1.02 to 1.14 cents per $100 of assessable deposits in 2009. The
FDIC established the FICO assessment rate effective for first quarter 2010 at 1.06 cents annually
per $100 of assessable deposits.
In 2009, under the FDICs Temporary Liquidity Guarantee Program, participating institutions paid a
premium of 10 cents per $100 to fully insure domestic noninterest-bearing transaction accounts. The
assessment was paid on account balances in excess of the insurance limits. Our bank subsidiaries
will not participate in this program beginning January 1, 2010.
The FDIC may terminate a depository institutions deposit insurance upon a finding that the
institutions financial condition is unsafe or unsound or that the institution has engaged in
unsafe or unsound practices or has violated any applicable rule, regulation, order or condition
enacted or imposed by the institutions regulatory agency. The termination of deposit insurance for
one or more of our bank subsidiaries could have a material adverse effect on our earnings,
depending on the collective size of the particular banks involved.
10
Fiscal and Monetary Policies
Our business and earnings are affected significantly by the fiscal and monetary policies of the
federal government and its agencies. We are particularly affected by the policies of the FRB, which
regulates the supply of money and credit in the United States. Among the instruments of monetary
policy available to the FRB are (a) conducting open market operations in United States government
securities, (b) changing the discount rates of borrowings of depository institutions, (c) imposing
or changing reserve requirements against depository institutions deposits, and (d) imposing or
changing reserve requirements against certain borrowings by banks and their affiliates. These
methods are used in varying degrees and combinations to directly affect the availability of bank
loans and deposits, as well as the interest rates charged on loans and paid on deposits. The
policies of the FRB may have a material effect on our business, results of operations and financial
condition.
Privacy Provisions of the Gramm-Leach-Bliley Act and Restrictions on Cross-Selling
Federal banking regulators, as required under the Gramm-Leach-Bliley Act (the GLB Act), have
adopted rules limiting the ability of banks and other financial institutions to disclose nonpublic
information about consumers to nonaffiliated third parties. The rules require disclosure of privacy
policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain
personal information to nonaffiliated third parties. The privacy provisions of the GLB Act affect
how consumer information is transmitted through diversified financial services companies and
conveyed to outside vendors.
Federal financial regulators have issued regulations under the Fair and Accurate Credit
Transactions Act, which have the effect of increasing the length of the waiting period, after
privacy disclosures are provided to new customers, before information can be shared among different
affiliated companies for the purpose of cross-selling products and services between those
affiliated companies. This may result in certain cross-sell programs being less effective than they
have been in the past.
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 and Exchange Act of 1934. Among other things, Sarbanes-Oxley and/or its implementing
regulations have established new membership requirements and additional responsibilities for our
audit committee, imposed restrictions on the relationship between us and our outside auditors
(including restrictions on the types of non-audit services our auditors may provide to us), imposed
additional responsibilities for our external financial statements on our chief executive officer
and chief financial officer, expanded the disclosure requirements for our corporate insiders,
required our management to evaluate our disclosure controls and procedures and our internal control
over financial reporting, and required our auditors to issue a report on our internal control over
financial reporting. The NYSE has imposed a number of new corporate governance requirements as
well.
11
Patriot Act
The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001 (Patriot Act) is intended to strengthen the ability of U.S. law
enforcement agencies and intelligence communities to work together to combat terrorism on a variety
of fronts. The Patriot Act has significant implications for depository institutions, brokers,
dealers and other businesses involved in the transfer of money. The Patriot Act requires us to
implement new or revised policies and procedures relating to anti-money laundering, compliance,
suspicious activities, and currency transaction reporting and due diligence on customers. The
Patriot Act also requires federal bank regulators to evaluate the effectiveness of an applicant in
combating money laundering in determining whether to approve a proposed bank acquisition.
U.S. Treasurys TARP Capital Purchase Program
On October 28, 2008, we issued preferred stock and a warrant to purchase our common stock to the
U.S. Treasury as a participant in the TARP Capital Purchase Program. On December 23, 2009, we
redeemed all of the preferred stock issued to the U.S. Treasury and repaid the entire $25 billion
investment plus accrued dividends. The U.S. Treasury continues to hold the warrant. During the
period that the U.S. Treasury owned the preferred stock, we were subject to numerous additional
regulations, including restrictions on our ability to increase our common stock dividend,
limitations on the compensation arrangements for our senior executive officers and the next 20 most
highly compensated employees, and additional corporate governance standards. Following the
redemption of the preferred stock, we are no longer subject to these regulations other than certain
reporting and certification obligations related to activities during 2009.
FDIC Temporary Liquidity Guarantee Program
We participated in the FDICs Temporary Liquidity Guarantee Program (TLGP). The TLGP had two
components: the Debt Guarantee Program, which provided a temporary guarantee of newly issued senior
unsecured debt issued by eligible entities; and the Transaction Account Guarantee Program, which
provided a temporary unlimited guarantee of funds in noninterest-bearing transaction accounts at
FDIC-insured institutions. The Debt Guarantee Program expired on October 31, 2009, and Wells Fargo
opted out of the Transaction Account Guarantee Program effective December 31, 2009.
Future Legislation
In light of current conditions in the U.S. and global financial markets and the U.S. and global
economy, legislators, the presidential administration and regulators have increased their focus on
the regulation of the financial services industry. Proposals that could substantially intensify the
regulation of the financial services industry have been and are expected to continue to be
introduced in the U.S. Congress, in state legislatures and from applicable regulatory authorities.
These proposals may change banking statutes and regulation and our operating environment in
substantial and unpredictable ways. If enacted, these proposals could increase or decrease our cost
of doing business, impact our compensation structure, limit or expand permissible activities
12
or affect the competitive balance among banks, savings associations, credit unions, and other
financial institutions. We cannot predict whether any of these proposals will be enacted and, if
enacted, the effect that it, or any implementing regulations, would have on our business, results
of operations or financial condition.
ADDITIONAL INFORMATION
Additional information in response to this Item 1 can be found in the 2009 Annual Report to
Stockholders under Financial Review on pages 34-87 and under Financial Statements on pages
90-186. That information is incorporated into this report by reference.
ITEM 1A. RISK FACTORS
Information in response to this Item 1A can be found in this report on pages 2-13 and in the 2009
Annual Report to Stockholders under Financial Review
Risk Factors on pages 81-87. That
information is incorporated into this report by reference.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 2. PROPERTIES
We own our corporate headquarters building in San Francisco, California. We also own administrative
facilities in Anchorage, Alaska; Chandler, Phoenix, and Tempe, Arizona; El Monte and San Francisco,
California; Minneapolis and Shoreview, Minnesota; Billings, Montana; Omaha, Nebraska; 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, Nevada, Oregon, Texas and Utah. As a result of the acquisition of
Wachovia, we lease a multi-office building complex in Charlotte, North Carolina, and are completing
a high rise complex in close proximity. We also own administrative facilities in Irvine,
California; St. Louis, Missouri; Charlotte and Raleigh, North Carolina; Summit, New Jersey; and
Glen Allen, Virginia. In addition, we lease office space for various administrative departments in
major locations in California, Florida, Georgia, Massachusetts, Missouri, New Jersey, New York,
North Carolina, Pennsylvania, Texas, and Virginia.
As of December 31, 2009, we provided banking, insurance, investments, mortgage and consumer finance
from more than 10,000 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; West Des Moines, Iowa; and Minneapolis,
Minnesota. We lease administrative space for Home Mortgage in Tempe, Arizona; San Bernardino,
California; Des Moines, Iowa; Frederick, Maryland; Minneapolis, Minnesota; St. Louis, Missouri;
Fort Mill, South Carolina; Milwaukee, Wisconsin; 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
13
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; Vancouver, Washington;
and all store locations. As a result of the acquisition of Wachovia, we own the Wells Fargo
Advisors headquarters in St. Louis, Missouri, and operations/servicing centers in Birmingham and
Homewood, Alabama; San Leandro, California; St. Louis, Missouri; Charlotte and Winston-Salem, North
Carolina; and San Antonio, Texas. We also lease operations/servicing centers in Oakland,
California; Jacksonville and Orlando, Florida; Atlanta, Georgia; Winston-Salem, North Carolina;
Salem, Oregon; Philadelphia, Pennsylvania; and Roanoke, Virginia.
We are also a joint venture partner in an office building in downtown Minneapolis, Minnesota.
ADDITIONAL INFORMATION
Additional information in response to this Item 2 can be found in the 2009 Annual Report to
Stockholders under Financial Statements Notes to Financial Statements Note 7 (Premises,
Equipment, Lease Commitments and Other Assets) on page 123. That information is incorporated into
this report by reference.
ITEM 3. LEGAL PROCEEDINGS
Information in response to this Item 3 can be found in the 2009 Annual Report to Stockholders under
Financial Statements Notes to Financial Statements Note 14 (Guarantees and Legal Actions)
on pages 141-146. That information is incorporated into this report by reference.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
EXECUTIVE OFFICERS OF THE RESIGSTRANT
Information relating to the Companys executive officers is included in Item 10 of this report.
14
PART II
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ITEM 5. |
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MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES |
MARKET INFORMATION
The Companys common stock is listed on the NYSE (symbol WFC). The Quarterly Financial Data table
on page 187 of the 2009 Annual Report to Stockholders provides the quarterly prices of, and
quarterly dividends paid on, the Companys common stock for the two-year period ended December 31,
2009, and is incorporated herein by reference. Prices shown represent the daily high and low, and
the quarter-end sale prices of the Companys common stock as reported on the NYSE Composite
Transaction Reporting System for the periods indicated. At January 29, 2010, there were 207,047
holders of record of the Companys common stock.
DIVIDENDS
The dividend restrictions discussions on page 5 of this report and in the 2009 Annual Report to
Stockholders under Financial Statements Notes to Financial Statements Note 3 (Cash, Loan and
Dividend Restrictions) on page 111 are incorporated into this report by reference.
REPURCHASES OF COMMON STOCK
In September 2008, our Board of Directors authorized the repurchase of 25 million shares of our
common stock. The authorization covered shares repurchased to meet team member benefit plan
requirements. The Company maintains a variety of retirement plans for its team members and
typically is a net issuer of shares of common stock to these plans. From time to time, it also
purchases shares of common stock from these plans to accommodate team member preferences. Share
repurchases are subtracted from the Companys 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.
The amount and timing of stock repurchases will be based on various factors, such as managements
assessment of our capital structure and liquidity, the market price of our common stock compared to
managements assessment of the stocks underlying value, and applicable regulatory, legal and
accounting factors. In addition, repurchases in connection with employees surrendering shares to
exercise employee stock options will depend upon the amount and timing of those option exercises.
See the Capital Management section in the 2009 Annual Report to Stockholders for additional
information about our share repurchases.
15
The following table shows the Companys repurchases of its common stock for each calendar
month in the quarter ended December 31, 2009.
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Maximum number of |
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Total number |
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shares that may yet |
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of shares |
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Weighted-average |
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be repurchased under |
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Calendar month |
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repurchased (1) |
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price paid per share |
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the authorizations |
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October |
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466,713 |
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$ 30.18 |
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10,536,410 |
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November |
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43,298 |
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28.27 |
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10,493,112 |
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December |
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4,410,407 |
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28.03 |
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6,082,705 |
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Total |
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4,920,418 |
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(1) |
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All shares were repurchased under the authorization to repurchase 25 million shares of
common stock approved by the Board of Directors and
publicly announced on September 23, 2008. Unless modified or revoked by the Board, this
authorization does not expire except upon completion of
repurchases totaling the amount authorized for repurchase. Repurchase information based on trade
date, not settlement date. Pursuant to the
Companys employee stock option plans, participants may exercise stock options by surrendering
shares of Company common stock the participants
already own as payment of the option exercise price. Repurchases in the table include shares so
surrendered which are valued based on the closing
price on the business day they were surrendered. |
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ITEM 6. |
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SELECTED FINANCIAL DATA |
Information in response to this Item 6 can be found in the 2009 Annual Report to Stockholders under
Financial Review in Table 1 on page 35. That information is incorporated into this report by
reference.
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ITEM 7. |
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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Information in response to this Item 7 can be found in the 2009 Annual Report to Stockholders under
Financial Review on pages 34-87. That information is incorporated into this report by reference.
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ITEM 7A. |
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Information in response to this Item 7A can be found in the 2009 Annual Report to Stockholders
under Financial Review Risk Management Asset/Liability Management on pages 66-70. That
information is incorporated into this report by reference.
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ITEM 8. |
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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
Information in response to this Item 8 can be found in the 2009 Annual Report to Stockholders under
Financial Statements on pages 90-186 and under
Quarterly Financial Data on page 187. That
information is incorporated into this report by reference.
16
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ITEM 9. |
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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
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ITEM 9A. |
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CONTROLS AND PROCEDURES |
Information in response to this Item 9A can be found in the 2009 Annual Report to Stockholders
under Controls and Procedures on pages 88-89. That information is incorporated into this report
by reference.
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ITEM 9B. |
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OTHER INFORMATION |
Not applicable.
17
PART III
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ITEM 10. |
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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
EXECUTIVE OFFICERS OF THE REGISTRANT
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Howard I. Atkins (age 59) |
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 8 years. |
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Patricia R. Callahan (age 56) |
Executive Vice President (Office of Transition) since January 2009; |
Executive Vice President (Social Responsibility Group) from June 2008 to December 2008; |
Executive Vice President (Compliance and Risk) from June 2005 to September 2007; |
Executive Vice President (Human Resources) from November 1998 to June 2005. |
Ms. Callahan has served with the Company or its predecessors for 32 years. |
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David M. Carroll (age 52) |
Senior Executive Vice President (Wealth Management, Brokerage and Retirement) since January 2009; |
Senior Executive Vice President of Wachovia Corporation from September 2001 to January 2009. |
Mr. Carroll has served with the Company or its predecessors for 28 years. |
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David A. Hoyt (age 54) |
Senior Executive Vice President (Wholesale Banking) 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 28 years. |
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Richard D. Levy (age 52) |
Executive Vice President and Controller since February 2007; |
Senior Vice President and Controller from September 2002 to February 2007. |
Mr. Levy has served with the Company for 7 years. |
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Michael J. Loughlin (age 54) |
Executive Vice President and Chief Credit and Risk 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 28 years. |
18
|
Avid Modjtabai (age 48) |
Executive Vice President and Chief Information Officer since April 2007; |
Executive Vice President (Human Resources) from June 2005 to April 2007; |
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 16 years. |
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Mark C. Oman (age 55) |
Senior Executive Vice President (Home and Consumer Finance) since August 2005; |
Group Executive Vice President (Home and Consumer Finance) from September 2002 to August 2005. |
Mr. Oman has served with the Company or its predecessors for 30 years. |
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Kevin A. Rhein (age 56) |
Executive Vice President (Card Services and Consumer Lending) since January 2009; |
Executive Vice President of Wells Fargo Bank, N.A. since February 2004. |
Mr. Rhein has served with the Company or its predecessors for 31 years. |
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James M. Strother (age 58) |
Executive Vice President and General Counsel since January 2004. |
Mr. Strother has served with the Company or its predecessors for 23 years. |
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John G. Stumpf (age 56) |
Chairman, President and Chief Executive Officer since January 2010; |
President and Chief Executive Officer from June 2007 to January 2010; |
President and Chief Operating Officer from August 2005 to June 2007; |
Group Executive Vice President (Community Banking) from July 2002 to August 2005. |
Mr. Stumpf has served with the Company or its predecessors for 28 years. |
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Carrie L. Tolstedt (age 50) |
Senior Executive Vice President (Community Banking) since June 2007; |
Group Executive Vice President (Regional Banking) from July 2002 to June 2007. |
Ms. Tolstedt has served with the Company or its predecessors for 20 years. |
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Julie M. White (age 55) |
Executive Vice President (Human Resources) from June 2007 to January 2010; |
Executive Vice President (Human Resources Home and Consumer Finance) from March 1998 to June 2007. |
Ms. White served with the Company or its predecessors for 23 years and, following her retirement in January 2010, is no longer an executive officer. |
There is no family relationship between any of the Companys executive officers or directors. All
executive officers serve at the pleasure of the Board of Directors.
19
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: John D. Baker II, Lloyd H. Dean, Enrique Hernandez, Jr., 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 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 Companys Code of Ethics and Business Conduct for team members (including executive officers),
Director Code of Ethics, the Companys corporate governance guidelines, and the charters for the
Audit and Examination, Governance and Nominating, Human Resources, Credit, and Finance Committees
are available at www.wellsfargo.com (select About Us, then Corporate Governance). This
information is also available in print to any stockholder upon written request to the Office of the
Secretary, Wells Fargo & Company, MAC N9305-173, Wells Fargo Center, Sixth and Marquette,
Minneapolis, Minnesota 55479.
ADDITIONAL INFORMATION
Additional information in response to this Item 10 can be found in the Companys 2010 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.
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ITEM 11. |
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EXECUTIVE COMPENSATION |
Information in response to this Item 11 can be found in the Companys 2010 Proxy Statement under
Item 1 Election of Directors Compensation Committee Interlocks and Insider Participation and
Director Compensation, under Executive Compensation and under Information About Related
Persons Related Person Transactions. That information is incorporated into this report by
reference.
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ITEM 12. |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS |
Information in response to this Item 12 can be found in the Companys 2010 Proxy Statement under
Ownership of Our Common Stock and under Equity Compensation Plan Information. That information
is incorporated into this report by reference.
20
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ITEM 13. |
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
Information in response to this Item 13 can be found in the Companys 2010 Proxy Statement under
Corporate Governance Director Independence and under Information About Related Persons. That
information is incorporated into this report by reference.
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ITEM 14. |
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PRINCIPAL ACCOUNTING FEES AND SERVICES |
Information in response to this Item 14 can be found in the Companys 2010 Proxy Statement under
Item 4 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
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ITEM 15. |
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EXHIBITS, FINANCIAL STATEMENT SCHEDULES |
1. FINANCIAL STATEMENTS
The Companys consolidated financial statements, including the notes thereto, and the report of the
independent registered public accounting firm thereon, are set forth
on pages 90 through 186 of
the 2009 Annual Report to Stockholders, and are incorporated into this report by reference.
2. FINANCIAL STATEMENT SCHEDULES
All financial statement schedules for the Company have been included in the consolidated financial
statements or the related footnotes, or are either inapplicable or not required.
3. EXHIBITS
A list of exhibits to this Form 10-K is set forth on the Exhibit Index immediately preceding such
exhibits and is incorporated into this report by reference.
Stockholders may obtain a copy of any of the following exhibits, upon payment of a reasonable fee,
by writing to Wells Fargo & Company, Office of the Secretary, Wells Fargo Center, N9305-173, Sixth
and Marquette, Minneapolis, Minnesota 55479.
The Companys SEC file number is 001-2979. On and before November 2, 1998, the Company filed
documents with the SEC under the name Norwest Corporation. The former Wells Fargo & Company filed
documents under SEC file number 001-6214. The former Wachovia Corporation filed documents under SEC
file number 001-10000.
21
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized, on February 26, 2010.
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WELLS FARGO & COMPANY
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By: |
/s/
JOHN G. STUMPF |
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John G. Stumpf |
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Chairman, President and Chief Executive Officer
(Principal Executive Officer) |
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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.
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By: |
/s/
HOWARD I. ATKINS |
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Howard I. Atkins |
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Senior Executive Vice President and
Chief Financial Officer
(Principal Financial Officer) February 26, 2010 |
|
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By: |
/s/
RICHARD D. LEVY |
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Richard D. Levy |
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Executive Vice President and Controller
(Principal Accounting Officer) February 26, 2010 |
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The Directors of Wells Fargo & Company listed below have duly executed powers of attorney
empowering Nicholas G. Moore to sign this document on their behalf.
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John D. Baker II
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Nicholas G. Moore |
John S. Chen
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Philip J. Quigley |
Lloyd H. Dean
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Donald B. Rice |
Susan E. Engel
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Judith M. Runstad |
Enrique Hernandez, Jr.
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Stephen W. Sanger |
Donald M. James
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Robert K. Steel |
Richard D. McCormick
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John G. Stumpf |
Mackey J. McDonald
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Susan G. Swenson |
Cynthia H. Milligan |
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By: |
/s/
NICHOLAS G. MOORE |
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Nicholas G. Moore |
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Director and Attorney-in-fact February 26, 2010 |
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22
EXHIBIT INDEX
|
|
|
|
|
Exhibit |
|
|
|
|
Number |
|
Description |
|
Location |
|
|
|
|
|
3(a) |
|
Restated Certificate of Incorporation. |
|
Incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K filed September 28, 2006. |
|
|
|
|
|
3(b) |
|
Certificate of Designations for the Companys 2007 ESOP Cumulative
Convertible Preferred Stock. |
|
Incorporated by reference to Exhibit 3(a) to the Companys Current Report on Form 8-K filed March 19, 2007. |
|
|
|
|
|
3(c) |
|
Certificate Eliminating the Certificate of Designations for the
Companys 1997 ESOP Cumulative Convertible Preferred Stock. |
|
Incorporated by reference to Exhibit 3(b) to the Companys Current Report on Form 8-K filed March 19, 2007. |
|
|
|
|
|
3(d) |
|
Certificate of Designations for the Companys 2008 ESOP Cumulative
Convertible Preferred Stock. |
|
Incorporated by reference to Exhibit 3(a) to the Companys Current Report on Form 8-K filed March 18, 2008. |
|
|
|
|
|
3(e) |
|
Certificate Eliminating the Certificate of Designations for the
Companys 1998 ESOP Cumulative Convertible Preferred Stock. |
|
Incorporated by reference to Exhibit 3(b) to the Companys Current Report on Form 8-K filed March 18, 2008. |
|
|
|
|
|
3(f) |
|
Certificate Eliminating the Certificate of Designations for the
Companys 1999 ESOP Cumulative Convertible Preferred Stock. |
|
Incorporated by reference to Exhibit 3(a) to the Companys Current Report on Form 8-K filed April 13, 2009. |
|
|
|
|
|
3(g) |
|
Certificate of Designations for the Companys Non-Cumulative
Perpetual Preferred Stock, Series
A.
|
|
Incorporated by reference to Exhibit 4.8 to the Companys Current Report on Form 8-K filed May 19, 2008. |
|
|
|
|
|
3(h) |
|
Certificate of Designations for the Companys Non-Cumulative
Perpetual Preferred Stock, Series B. |
|
Incorporated by reference to Exhibit 4.8 to the Companys Current Report on Form 8-K filed September 10, 2008. |
|
|
|
|
|
3(i) |
|
Certificate of Designations for the Companys Fixed Rate
Cumulative Perpetual Preferred Stock, Series D. |
|
Incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed October 30, 2008. |
|
|
|
|
|
3(j) |
|
Certificate of Designations for the Companys Dividend
Equalization Preferred Shares. |
|
Incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed December 30, 2008. |
|
|
|
|
|
3(k) |
|
Certificate of Designations for the Companys Class A Preferred
Stock, Series G. |
|
Incorporated by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K filed December 30, 2008. |
|
|
|
|
|
3(l) |
|
Certificate of Designations for the Companys Class A Preferred
Stock, Series H. |
|
Incorporated by reference to Exhibit 4.3 to the Companys Current Report on Form 8-K filed December 30, 2008. |
|
|
|
|
|
3(m) |
|
Certificate of Designations for the Companys Class A Preferred
Stock, Series I. |
|
Incorporated by reference to Exhibit 4.4 to the Companys Current Report on Form 8-K filed December 30, 2008. |
|
|
|
|
|
3(n) |
|
Certificate of Designations for the Companys 8.00% Non-Cumulative
Perpetual Class A Preferred Stock, Series J. |
|
Incorporated by reference to Exhibit 4.5 to the Companys Current Report on Form 8-K filed December 30, 2008. |
23
|
|
|
|
|
Exhibit |
|
|
|
|
Number |
|
Description |
|
Location |
|
|
|
|
|
3(o)
|
|
Certificate of Designations for the Companys
Fixed-to-Floating Rate Non-Cumulative Perpetual
Class A Preferred Stock, Series K.
|
|
Incorporated by reference to Exhibit
4.6 to the Companys Current Report
on Form 8-K filed December 30, 2008. |
|
|
|
|
|
3(p)
|
|
Certificate of Designations for the Companys 7.50%
Non-Cumulative Perpetual Convertible Class A
Preferred Stock, Series L.
|
|
Incorporated by reference to Exhibit
4.7 to the Companys Current Report
on Form 8-K filed December 30, 2008. |
|
|
|
|
|
3(q)
|
|
By-Laws.
|
|
Incorporated by reference to Exhibit
3 to the Companys Current Report on
Form 8-K filed December 4, 2006. |
|
|
|
|
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4(a)
|
|
See Exhibits 3(a) through 3(q). |
|
|
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|
4(b)
|
|
The Company agrees to furnish upon request to the
Commission a copy of each instrument defining the
rights of holders of senior and subordinated debt of
the Company. |
|
|
|
|
|
|
|
10(a)*
|
|
Long-Term Incentive Compensation Plan.
|
|
Incorporated by reference to Exhibit
10(a) to the Companys Quarterly
Report on Form 10-Q for the quarter
ended June 30, 2009. |
|
|
|
|
|
|
|
Form of Performance Share Award Agreement.
|
|
Filed herewith. |
|
|
|
|
|
|
|
Form of Retention Performance Share Award Agreement
for grants to John G. Stumpf, Howard I. Atkins, David
A. Hoyt and Mark C. Oman on December 24, 2009.
|
|
Incorporated by reference to Exhibit
10(a) to the Companys Current
Report on Form 8-K filed December
31, 2009. |
|
|
|
|
|
|
|
Forms of Award Agreement for grants of stock awards
to John G. Stumpf, Howard I. Atkins, David A. Hoyt
and Mark C. Oman.
|
|
Incorporated by reference to
Exhibits 10(a), 10(b), 10(c) and
10(d) to the Companys Current
Report on Form 8-K filed August 6,
2009. |
|
|
|
|
|
|
|
Form of Restricted Share Rights Award Agreement.
|
|
Filed herewith. |
|
|
|
|
|
|
|
Forms of Award Agreement for grants of restricted
share rights: |
|
|
|
|
|
|
|
|
|
For grant to David M. Carroll on December 24,
2009;
|
|
Filed herewith. |
|
|
|
|
|
|
|
For grant to John G. Stumpf on August 3,
2009; and
|
|
Incorporated by reference to Exhibit
10(e) to the Companys Current
Report on Form 8-K filed August 6,
2009. |
|
|
|
|
|
|
|
For grants to Howard I. Atkins, David A. Hoyt and
Mark C. Oman on February 24, 2009.
|
|
Incorporated by reference to Exhibit
10(a) to the Companys Current
Report on Form 8-K filed February
27, 2009. |
|
|
|
|
|
|
|
Form of Non-Qualified Stock Option Agreement.
|
|
Filed herewith. |
|
|
|
|
|
10(b)*
|
|
Long-Term Incentive Plan.
|
|
Incorporated by reference to Exhibit
A to the former Wells Fargos Proxy
Statement filed March 14, 1994. |
|
|
|
* |
|
Management contract or compensatory plan or arrangement. |
24
|
|
|
|
|
Exhibit |
|
|
|
|
Number |
|
Description |
|
Location |
|
|
|
|
|
|
|
|
|
|
10(c)*
|
|
Wells Fargo Bonus Plan, as amended effective January
1, 2009.
|
|
Filed herewith. |
|
|
|
|
|
10(d)*
|
|
Performance-Based Compensation Policy.
|
|
Incorporated by reference to
Exhibit 10(b) to the Companys
Current Report on Form 8-K filed
May 5, 2008. |
|
|
|
|
|
10(e)
|
|
Executive Officer Performance Plan.
|
|
Incorporated by reference to Exhibit
10(a) to the Companys Current
Report on Form 8-K filed November
23, 2009. |
|
|
|
|
|
10(f)*
|
|
Deferred Compensation Plan, as amended effective
January 1, 2008.
|
|
Filed herewith. |
|
|
|
|
|
|
|
Amendment to Deferred Compensation Plan, effective
December 1, 2009.
|
|
Filed herewith. |
|
|
|
|
|
10(g)*
|
|
Directors Stock Compensation and Deferral Plan.
|
|
Incorporated by reference to Exhibit
10(f) to the Companys Annual Report
on Form 10-K for the year ended
December 31, 2007. |
|
|
|
|
|
|
|
Amendment to Directors Stock Compensation and
Deferral Plan, effective February 24, 2009.
|
|
Incorporated by reference to Exhibit
10(a) to the Companys Quarterly
Report on Form 10-Q for the quarter
ended March 31, 2009. |
|
|
|
|
|
|
|
Amendments to Directors Stock Compensation
and Deferral Plan, effective September 23, 2008.
|
|
Incorporated by reference to Exhibit
10(a) to the Companys Quarterly
Report on Form 10-Q for the quarter
ended September 30, 2008. |
|
|
|
|
|
|
|
Amendment to Directors Stock Compensation
and Deferral Plan, effective January 22, 2008.
|
|
Incorporated by reference to Exhibit
10(f) to the Companys Annual Report
on Form 10-K for the year ended
December 31, 2007. |
|
|
|
|
|
|
|
Action of Governance and Nominating Committee
Increasing Amount of Formula Stock and Option Awards
Under Directors Stock Compensation and Deferral Plan,
effective January 1, 2007.
|
|
Incorporated by reference to Exhibit
10(f) to the Companys Annual Report
on Form 10-K for the year ended
December 31, 2006. |
|
|
|
|
|
10(h)*
|
|
1990 Director Option Plan for directors of the former
Wells Fargo.
|
|
Incorporated by reference to Exhibit
10(c) to the former Wells Fargos
Annual Report on Form 10-K for the
year ended December 31, 1997. |
|
|
|
|
|
10(i)*
|
|
1987 Director Option Plan for directors of the former
Wells Fargo.
|
|
Incorporated by reference to Exhibit
A to the former Wells Fargos Proxy
Statement filed March 10, 1995. |
|
|
|
|
|
|
|
Amendment to 1987 Director Option Plan,
effective September 16, 1997.
|
|
Incorporated by reference to Exhibit
10 to the former Wells Fargos
Quarterly Report on Form 10-Q for
the quarter ended
September 30, 1997. |
25
|
|
|
|
|
Exhibit |
|
|
|
|
Number |
|
Description |
|
Location |
|
|
|
|
|
10(j)*
|
|
Deferred Compensation Plan for Non-Employee Directors
of the former Norwest.
|
|
Incorporated by reference to Exhibit
10(c) to the Companys Quarterly
Report on Form 10-Q for the quarter
ended September 30, 1999. |
|
|
|
|
|
|
|
Amendment to Deferred Compensation Plan for
Non-Employee Directors, effective November 1, 2000.
|
|
Filed as paragraph (4) of Exhibit
10(ff) to the Companys Annual
Report on Form 10-K for the year
ended December 31, 2000. |
|
|
|
|
|
|
|
Amendment to Deferred Compensation Plan for
Non-Employee Directors, effective January 1, 2004.
|
|
Incorporated by reference to Exhibit
10(a) to the Companys Quarterly
Report on Form 10-Q for the quarter
ended September 30, 2003. |
|
|
|
|
|
10(k)*
|
|
Directors Stock Deferral Plan for directors of the
former Norwest.
|
|
Incorporated by reference to Exhibit
10(d) to the Companys Quarterly
Report on Form 10-Q for the quarter
ended September 30, 1999. |
|
|
|
|
|
|
|
Amendment to Directors Stock Deferral Plan,
effective November 1, 2000.
|
|
Filed as paragraph (5) of Exhibit
10(ff) to the Companys Annual
Report on Form 10-K for the year
ended December 31, 2000. |
|
|
|
|
|
|
|
Amendment to Directors Stock Deferral Plan,
effective January 1, 2004.
|
|
Incorporated by reference to Exhibit
10(c) to the Companys Quarterly
Report on Form 10-Q for the quarter
ended September 30, 2003. |
|
|
|
|
|
10(l)*
|
|
Directors Formula Stock Award Plan for directors of
the former Norwest.
|
|
Incorporated by reference to Exhibit
10(e) to the Companys Quarterly
Report on Form 10-Q for the quarter
ended September 30, 1999. |
|
|
|
|
|
|
|
Amendment to Directors Formula Stock Award Plan,
effective November 1, 2000.
|
|
Filed as paragraph (6) of Exhibit
10(ff) to the Companys Annual
Report on Form 10-K for the year
ended December 31, 2000. |
|
|
|
|
|
|
|
Amendment to Directors Formula Stock Award Plan,
effective January 1, 2004.
|
|
Incorporated by reference to Exhibit
10(b) to the Companys Quarterly
Report on Form 10-Q for the quarter
ended September 30, 2003. |
|
|
|
|
|
10(m)*
|
|
Deferral Plan for Directors of the former Wells Fargo.
|
|
Incorporated by reference to Exhibit
10(b) to the former Wells Fargos
Annual Report on Form 10-K for the
year ended December 31, 1997. |
|
|
|
|
|
|
|
Amendment to Deferral Plan, effective January 1, 2004.
|
|
Incorporated by reference to Exhibit
10(d) to the Companys Quarterly
Report on Form 10-Q for the quarter
ended September 30, 2003. |
|
|
|
|
|
10(n)*
|
|
Supplemental 401(k) Plan.
|
|
Incorporated by reference to Exhibit
10(c) to the Companys Current
Report on Form 8-K filed May 4,
2009. |
|
|
|
|
|
10(o)*
|
|
Supplemental Cash Balance Plan.
|
|
Incorporated by reference to Exhibit
10(b) to the Companys Current
Report on Form 8-K filed May 4,
2009. |
26
|
|
|
|
|
Exhibit |
|
|
|
|
Number |
|
Description |
|
Location |
|
|
|
|
|
10(p)*
|
|
Supplemental Long-Term Disability Plan.
|
|
Incorporated by reference to Exhibit
10(f) to the Companys Annual Report
on Form 10-K for the year ended
December 31, 1990. |
|
|
|
|
|
|
|
Amendment to Supplemental Long-Term Disability Plan.
|
|
Incorporated by reference to Exhibit
10(g) to the Companys Annual Report
on Form 10-K for the year ended
December 31, 1992. |
|
|
|
|
|
10(q)*
|
|
Agreement, dated July 11, 2001, between the
Company and Howard I. Atkins.
|
|
Incorporated by reference to Exhibit
10 to the Companys Quarterly Report
on Form 10-Q for the quarter ended
September 30, 2001. |
|
|
|
|
|
10(r)*
|
|
Agreement between the Company and Mark C. Oman, dated
May 7, 1999.
|
|
Incorporated by reference to Exhibit
10(y) to the Companys Annual Report
on Form 10-K for the year ended
December 31, 1999. |
|
|
|
|
|
|
|
Amendment No. 1 to Agreement between the Company and
Mark C. Oman, effective December 29, 2008.
|
|
Incorporated by reference to Exhibit
10(q) to the Companys Annual Report
on Form 10-K for the year ended
December 31, 2008. |
|
|
|
|
|
10(s)*
|
|
Description of Relocation Program.
|
|
Incorporated by reference to Exhibit
10(y) to the Companys Annual Report
on Form 10-K for the year ended
December 31, 2003. |
|
|
|
|
|
10(t)*
|
|
Description of Executive Financial Planning Program.
|
|
Incorporated by reference to
Exhibit 10(w) to the Companys
Annual Report on Form 10-K for the
year ended December 31, 2004. |
|
|
|
|
|
10(u)
|
|
PartnerShares Stock Option Plan.
|
|
Incorporated by reference to Exhibit
10(x) to the Companys Annual Report
on Form 10-K for the year ended
December 31, 2004. |
|
|
|
|
|
|
|
Amendment to PartnerShares Stock Option Plan,
effective August 1, 2005.
|
|
Incorporated by reference to
Exhibit 10(c) to the Companys
Quarterly Report on Form 10-Q for
the quarter ended September 30,
2005. |
|
|
|
|
|
|
|
Amendment to PartnerShares Stock Option Plan,
effective August 4, 2006.
|
|
Incorporated by reference to
Exhibit 10(c) to the Companys
Quarterly Report on Form 10-Q for
the quarter ended September 30,
2006. |
|
|
|
|
|
|
|
Amendment to PartnerShares Stock Option Plan,
effective January 1, 2007.
|
|
Incorporated by reference to Exhibit
10(g) to the Companys Quarterly
Report on Form 10-Q for the quarter
ended March 31, 2007. |
|
|
|
|
|
|
|
Amendment to PartnerShares Stock Option Plan,
effective January 22, 2008.
|
|
Incorporated by reference to Exhibit
10(v) to the Companys Annual Report
on Form 10-K for the year ended
December 31, 2007. |
|
|
|
|
|
10(v)*
|
|
Agreement, dated July 26, 2002, between the Company
and Richard D. Levy, including a description of his
executive transfer bonus.
|
|
Incorporated by reference to Exhibit
10(d) to the Companys Quarterly
Report on Form 10-Q for the quarter
ended September 30, 2002. |
|
|
|
|
|
10(w)
|
|
Non-Qualified Deferred Compensation Plan for
Independent Contractors.
|
|
Incorporated by reference to Exhibit
10(x) to the Companys Annual Report
on Form 10-K for the year ended
December 31, 2007. |
27
|
|
|
|
|
Exhibit |
|
|
|
|
Number |
|
Description |
|
Location |
|
|
|
|
|
10(w)
|
|
Amendment to Non-Qualified Deferred Compensation Plan
for Independent Contractors, effective January 1,
2009.
|
|
Filed herewith. |
|
|
|
|
|
10(x)*
|
|
Description of Chairman/CEO Post-Retirement Policy.
|
|
Incorporated by reference to Exhibit
10(w) to the Companys Annual Report
on Form 10-K for the year ended
December 31, 2008. |
|
|
|
|
|
10(y)*
|
|
Description of Non-Employee Director Equity
Compensation Program.
|
|
Incorporated by reference to Exhibit
10(x) to the Companys Annual Report
on Form 10-K for the year ended
December 31, 2008. |
|
|
|
|
|
10(z)*
|
|
Employment Agreement, dated December 30, 2008,
between the Company and David M. Carroll.
|
|
Incorporated by reference to Exhibit
10(y) to the Companys Annual Report
on Form 10-K for the year ended
December 31, 2008. |
|
|
|
|
|
10(aa)*
|
|
Amended and Restated Wachovia Corporation Deferred
Compensation Plan for Non-Employee
Directors.
|
|
Incorporated by reference to Exhibit
(10)(f) to Wachovia
Corporations Current Report on
Form 8-K filed December 29, 2008. |
|
|
|
|
|
|
|
Amendment to Amended and Restated Wachovia
Corporation Deferred Compensation Plan for
Non-Employee Directors, effective June 1, 2009.
|
|
Filed herewith. |
|
|
|
|
|
10(bb)*
|
|
Wachovia Corporation Executive Deferred Compensation
Plan.
|
|
Incorporated by reference to Exhibit
(10)(d) to Wachovia
Corporations Annual Report on
Form 10-K for the year ended
December 31, 1997. |
|
|
|
|
|
10(cc)*
|
|
Wachovia Corporation Supplemental Executive
Long-Term Disability Plan, as amended and
restated.
|
|
Incorporated by reference to Exhibit
(99) to Wachovia Corporations
Current Report on Form 8-K
filed January 5, 2005. |
|
|
|
|
|
10(dd)*
|
|
Amended and Restated Wachovia Corporation Elective
Deferral Plan (as amended and restated
effective January 1, 2009).
|
|
Incorporated by reference to Exhibit
(10)(a) to Wachovia
Corporations Current Report on
Form 8-K filed December 29, 2008. |
|
|
|
|
|
10(ee)*
|
|
Wachovia Corporation 1998 Stock Incentive Plan, as
amended.
|
|
Incorporated by reference to Exhibit
(10)(j) to Wachovia
Corporations Annual Report on
Form 10-K for the year ended
December 31, 2001. |
|
|
|
|
|
10(ff)*
|
|
Employment Agreement between Wachovia Corporation
and David M. Carroll.
|
|
Incorporated by reference to Exhibit
(10)(m) to Wachovia
Corporations Annual Report on
Form 10-K for the year ended
December 31, 2004. |
|
|
|
|
|
|
|
Amendment No. 1 to Employment Agreement between
Wachovia Corporation and David M. Carroll.
|
|
Incorporated by reference to Exhibit
(10)(a) to Wachovia
Corporations Current Report on
Form 8-K filed December 22, 2005. |
|
|
|
|
|
|
|
Amendment No. 2 to Employment Agreement between
Wachovia Corporation and David M. Carroll.
|
|
Incorporated by reference to Exhibit
(10)(h) to Wachovia
Corporations Current Report on
Form 8-K filed December 29, 2008. |
28
|
|
|
|
|
Exhibit |
|
|
|
|
Number |
|
Description |
|
Location |
|
10(gg)*
|
|
Wachovia Corporation 2001 Stock Incentive Plan.
|
|
Incorporated by reference to Exhibit
(10)(v) to Wachovia
Corporations Annual Report on
Form 10-K for the year ended
December 31, 2001. |
|
|
|
|
|
10(hh)*
|
|
Wachovia Corporation Savings Restoration Plan.
|
|
Incorporated by reference to Exhibit
(10)(gg) to Wachovia
Corporations Annual Report on
Form 10-K for the year ended
December 31, 2002. |
|
|
|
|
|
10(ii)*
|
|
Amendment 2007-1 to Wachovia Corporation Savings
Restoration Plan.
|
|
Incorporated by reference to Exhibit
(10)(b) to Wachovia
Corporations Current
Report on Form 8-K filed December
20, 2007. |
|
|
|
|
|
|
|
Amendment 2008-1 to Wachovia Corporation Savings
Restoration Plan.
|
|
Incorporated by reference to Exhibit
(10)(c) to Wachovia
Corporations Current Report on
Form 8-K filed December 29, 2008. |
|
|
|
|
|
10(jj)*
|
|
Amended and Restated Wachovia Corporation
Savings Restoration Plan.
|
|
Incorporated by reference to Exhibit
(10)(b) to Wachovia
Corporations Current Report on
Form 8-K filed December 29, 2008. |
|
|
|
|
|
10(kk)*
|
|
Wachovia Corporation 2003 Stock Incentive Plan.
|
|
Incorporated by reference to Exhibit
(10) to Wachovia
Corporations Quarterly Report
on Form 10-Q for the quarter ended
March 31, 2003. |
|
|
|
|
|
10(ll)*
|
|
Form of stock award agreement for Executive Officers
of Wachovia Corporation, including David
M. Carroll.
|
|
Incorporated by reference to Exhibit
(10)(ss) to Wachovia
Corporations Annual Report on
Form 10-K for the year ended
December 31, 2004. |
|
|
|
|
|
10(mm)*
|
|
Amended and Restated Wachovia Corporation 2003
Stock Incentive Plan.
|
|
Incorporated by reference to
Appendix E to Wachovia
Corporations
Registration Statement on Form
S-4 (Reg. No. 333-134656)
filed on July 24, 2006. |
|
|
|
|
|
|
|
Amendment to Amended and Restated Wachovia
Corporation 2003 Stock Incentive Plan, effective
February 24, 2009.
|
|
Incorporated by reference to Exhibit
10(b) to the Companys Quarterly
Report on Form 10-Q for the quarter
ended March 31, 2009. |
|
|
|
|
|
10(nn)*
|
|
Form of Split-Dollar Life Insurance Termination
Agreement between Wachovia Corporation and
David M. Carroll.
|
|
Incorporated by reference to Exhibit
(10)(hh) to Wachovia
Corporations Annual Report on
Form 10-K for the year ended
December 31, 2003. |
|
|
|
|
|
10(oo)*
|
|
Agreement between Wachovia Corporation and Robert K.
Steel.
|
|
Incorporated by reference to Exhibit
(10) to Wachovia Corporations
Current Report on Form 8-K filed
July 10, 2008. |
|
|
|
|
|
10(pp)*
|
|
Stock Award Letter between Wachovia Corporation
and Robert K. Steel.
|
|
Incorporated by reference to Exhibit
(10)(a) to Wachovia
Corporations Quarterly Report
on Form 10-Q for the quarter ended
June 30, 2008. |
29
|
|
|
|
|
Exhibit |
|
|
|
|
Number |
|
Description |
|
Location |
|
|
|
|
|
12(a)
|
|
Computation of Ratios of Earnings to Fixed Charges:
|
|
Filed herewith. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
Including interest
on deposits |
|
|
2.68 |
|
|
|
1.33 |
|
|
|
1.81 |
|
|
|
2.01 |
|
|
|
2.51 |
|
Excluding interest
on deposits |
|
|
3.64 |
|
|
|
1.60 |
|
|
|
2.85 |
|
|
|
3.38 |
|
|
|
4.03 |
|
|
|
|
|
|
|
12(b)
|
|
Computation of Ratios of Earnings to Fixed Charges
and Preferred Dividends:
|
|
Filed herewith. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
Including interest
on deposits |
|
|
1.69 |
|
|
|
1.28 |
|
|
|
1.81 |
|
|
|
2.01 |
|
|
|
2.51 |
|
Excluding interest
on deposits |
|
|
1.90 |
|
|
|
1.50 |
|
|
|
2.85 |
|
|
|
3.38 |
|
|
|
4.03 |
|
|
|
|
|
|
|
13
|
|
2009 Annual Report to Stockholders,
pages 33 through 186.
|
|
Filed herewith. |
|
|
|
|
|
21
|
|
Subsidiaries of the Company.
|
|
Filed herewith. |
|
|
|
|
|
23
|
|
Consent of Independent Registered Public Accounting
Firm.
|
|
Filed herewith. |
|
|
|
|
|
24
|
|
Powers of Attorney.
|
|
Filed herewith. |
|
|
|
|
|
31(a)
|
|
Certification of principal executive officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Filed herewith. |
|
|
|
|
|
31(b)
|
|
Certification of principal financial officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Filed herewith. |
|
|
|
|
|
32(a)
|
|
Certification of Periodic Financial Report by Chief
Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 and 18 U.S.C. § 1350.
|
|
Furnished herewith. |
|
|
|
|
|
32(b)
|
|
Certification of Periodic Financial Report by Chief
Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 and 18 U.S.C. § 1350.
|
|
Furnished herewith. |
|
|
|
|
|
99(a)
|
|
Certification of principal executive officer pursuant
to Section 111(b)(4) of the Emergency Economic
Stabilization Act of 2008.
|
|
Furnished herewith. |
|
|
|
|
|
99(b)
|
|
Certification of principal financial officer pursuant
to Section 111(b)(4) of the Emergency Economic
Stabilization Act of 2008.
|
|
Furnished herewith. |
30
|
|
|
|
|
Exhibit |
|
|
|
|
Number |
|
Description |
|
Location |
|
|
|
|
|
101**
|
|
Pursuant to Rule 405 of Regulation S-T,
the following financial information from
the Companys Annual Report on Form 10-K
for the period ended December 31, 2009, is
formatted in XBRL interactive
data files: (i) Consolidated Statement
of Income for
each of the years in the three-year period
ended December 31, 2009; (ii) Consolidated
Balance Sheet at December 31, 2009, and
December 31, 2008; (iii) Consolidated
Statement of Changes in Equity and
Comprehensive Income for each of the years
in the three-year period ended
December 31, 2009; (iv) Consolidated
Statement of Cash Flows for each of the
years in the three-year period ended
December 31, 2009; and (v) Notes to
Financial Statements, tagged as blocks of
text.
|
|
Furnished herewith. |
|
|
|
** |
|
As provided in Rule 406T of
Regulation S-T, this information is furnished and not filed for purposes of
Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the
Securities Exchange Act of 1934. |
31