Form 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended | June 30, 2002 | Commission file number | 2-80466 |
Wells Fargo Financial, Inc. |
(Exact name of registrant as specified in its charter) |
| | |
Iowa | | 42 1186565 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | |
206 Eighth Street, Des Moines, Iowa | | 50309 |
(Address of principal executive offices) | | (Zip Code) |
| | |
Registrant’s telephone number, including area code | | (515) 243-2131 |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Common Stock (without par value): 1,000 shares outstanding as of August 12, 2002.
The registrant meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this Form with the reduced disclosure format.
PART I. FINANCIAL INFORMATION
WELLS FARGO FINANCIAL, INC.
Consolidated Balance Sheets (Unaudited)
(Thousands of Dollars)
| | June 30, 2002 | | December 31, 2001 | |
Assets | | | | | |
| | | | | |
Cash and cash equivalents | | $ | 199,837 | | $ | 260,038 | |
| | | | | |
Securities available-for-sale | | 1,450,448 | | 1,377,148 | |
| | | | | |
Finance receivables | | 14,834,934 | | 13,433,569 | |
| | | | | |
Less allowance for credit losses | | 584,315 | | 521,948 | |
| | | | | |
Finance receivables - net | | 14,250,619 | | 12,911,621 | |
| | | | | |
Notes receivable - affiliates | | 609,479 | | 636,588 | |
| | | | | |
Property and equipment (at cost, less accumulated depreciation of $94,840 for 2002 and $87,299 for 2001) | | 124,074 | | 94,017 | |
| | | | | |
Deferred income taxes | | 74,571 | | 62,290 | |
| | | | | |
Goodwill | | 343,995 | | 335,990 | |
| | | | | |
Other assets | | 236,526 | | 231,570 | |
| | | | | |
Total assets | | $ | 17,289,549 | | $ | 15,909,262 | |
See accompanying notes to consolidated financial statements.
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| | June 30, 2002 | | December 31, 2001 | |
Liabilities and Stockholder’s Equity | | | | | |
| | | | | |
Loans payable - short-term: | | | | | |
Commercial paper | | $ | 4,021,638 | | $ | 4,067,707 | |
Affiliates | | 46,600 | | 64,600 | |
Other | | 113,416 | | 93,742 | |
Unearned insurance premiums and commissions | | 134,460 | | 133,465 | |
Insurance claims and policy reserves | | 34,430 | | 34,635 | |
Accrued interest payable | | 131,120 | | 131,752 | |
Other liabilities | | 483,928 | | 426,876 | |
Long-term debt: | | | | | |
Senior | | 8,901,022 | | 8,145,636 | |
Affiliate | | 1,200,000 | | 700,000 | |
| | | | | |
Total liabilities | | 15,066,614 | | 13,798,413 | |
| | | | | |
Stockholder’s equity: | | | | | |
Common stock without par value (authorized 1,000 shares, issued and outstanding 1,000 shares) | | 3,855 | | 3,855 | |
Additional paid in capital | | 442,302 | | 442,302 | |
Retained earnings | | 1,761,858 | | 1,657,815 | |
Accumulated other comprehensive income, net of income taxes | | 14,920 | | 6,877 | |
| | | | | |
Total stockholder’s equity | | 2,222,935 | | 2,110,849 | |
| | | | | |
Total liabilities and stockholder’s equity | | $ | 17,289,549 | | $ | 15,909,262 | |
See accompanying notes to consolidated financial statements.
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WELLS FARGO FINANCIAL, INC.
Consolidated Statements of Income (Unaudited)
(Thousands of Dollars)
| | Quarter Ended June 30, | | Six Months Ended June 30, | |
| | 2002 | | 2001 | | 2002 | | 2001 | |
Income: | | | | | | | | | |
| | | | | | | | | |
Finance charges and interest | | $ | 577,827 | | $ | 548,612 | | $ | 1,139,956 | | $ | 1,091,445 | |
| | | | | | | | | |
Insurance premiums and commissions | | 29,179 | | 29,984 | | 58,364 | | 60,324 | |
| | | | | | | | | |
Other income | | 70,670 | | 66,901 | | 145,649 | | 131,154 | |
| | | | | | | | | |
Total income | | 677,676 | | 645,497 | | 1,343,969 | | 1,282,923 | |
| | | | | | | | | |
Expenses: | | | | | | | | | |
| | | | | | | | | |
Operating expenses | | 234,815 | | 222,397 | | 473,454 | | 438,728 | |
| | | | | | | | | |
Goodwill amortization | | | | 9,431 | | | | 18,339 | |
| | | | | | | | | |
Interest and debt expense | | 159,480 | | 178,925 | | 311,595 | | 368,689 | |
| | | | | | | | | |
Provision for credit losses | | 158,773 | | 120,606 | | 298,835 | | 229,041 | |
| | | | | | | | | |
Insurance losses and loss expenses | | 12,948 | | 9,884 | | 24,358 | | 21,148 | |
| | | | | | | | | |
Total expenses | | 566,016 | | 541,243 | | 1,108,242 | | 1,075,945 | |
| | | | | | | | | |
Income before income taxes | | 111,660 | | 104,254 | | 235,727 | | 206,978 | |
| | | | | | | | | |
Income taxes | | 41,524 | | 39,475 | | 86,684 | | 77,397 | |
| | | | | | | | | |
Net income | | $ | 70,136 | | $ | 64,779 | | $ | 149,043 | | $ | 129,581 | |
See accompanying notes to consolidated financial statements.
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WELLS FARGO FINANCIAL, INC.
Consolidated Statements of Comprehensive Income (Unaudited)
(Thousands of Dollars)
| | Quarter Ended June 30, | | Six Months Ended June 30, | |
| | 2002 | | 2001 | | 2002 | | 2001 | |
| | | | | | | | | |
Net income | | $ | 70,136 | | $ | 64,779 | | $ | 149,043 | | $ | 129,581 | |
| | | | | | | | | |
Other comprehensive income (loss), before income taxes: | | | | | | | | | |
Unrealized gains (losses) on securities available-for-sale: | | | | | | | | | |
Unrealized gains (losses) arising during the period | | 20,943 | | (3,148 | ) | 4,455 | | 13,058 | |
Reclassification adjustment for net losses (gains) included in net income | | 6,847 | | 840 | | 2,357 | | (1,270 | ) |
| | | | | | | | | |
| | 27,790 | | (2,308 | ) | 6,812 | | 11,788 | |
| | | | | | | | | |
Foreign currency translation adjustment | | 3,792 | | 2,101 | | 3,648 | | (331 | ) |
| | | | | | | | | |
| | | | | | | | | |
Other comprehensive income (loss) before income taxes | | 31,582 | | (207 | ) | 10,460 | | 11,457 | |
| | | | | | | | | |
Income tax expense (benefit) related to unrealized gains (losses) on securities available-for-sale | | 9,575 | | (879 | ) | 2,417 | | 4,005 | |
Other comprehensive income, net of income taxes | | 22,007 | | 672 | | 8,043 | | 7,452 | |
| | | | | | | | | |
Comprehensive income | | $ | 92,143 | | $ | 65,451 | | $ | 157,086 | | $ | 137,033 | |
See accompanying notes to consolidated financial statements.
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WELLS FARGO FINANCIAL, INC.
Consolidated Statements of Cash Flows (Unaudited)
(Thousands of Dollars)
| | Six Months Ended June 30, | |
| | 2002 | | 2001 | |
Cash flows from operating activities: | | | | | |
Net income | | $ | 149,043 | | $ | 129,581 | |
Adjustments to reconcile net income to net cash flows from operating activities, net of effect of contributed subsidiaries: | | | | | |
Provision for credit losses | | 298,835 | | 229,041 | |
Depreciation and amortization | | 8,463 | | 26,660 | |
Deferred income taxes | | (12,680 | ) | 3,892 | |
Other assets | | (8,108 | ) | 43,645 | |
Unearned insurance premiums and commissions | | 995 | | 380 | |
Insurance claims and policy reserves | | (205 | ) | (65 | ) |
Accrued interest payable | | (632 | ) | 8,157 | |
Other payables to affiliates | | 15,271 | | (8,376 | ) |
Other liabilities | | 41,755 | | (47,210 | ) |
| | | | | |
Net cash provided by operating activities | | 492,737 | | 385,705 | |
| | | | | |
Cash flows from investing activities: | | | | | |
Finance receivables: | | | | | |
Principal collected | | 5,281,213 | | 4,697,127 | |
Receivables originated or purchased | | (6,640,245 | ) | (5,254,036 | ) |
Proceeds from sales of securities | | 352,125 | | 189,726 | |
Proceeds from maturities of securities | | 59,809 | | 71,884 | |
Purchases of securities | | (481,378 | ) | (326,154 | ) |
Net additions to property and equipment | | (37,878 | ) | (12,970 | ) |
Net decrease in notes receivable – affiliates, net of effect of contributed subsidiaries | | 27,109 | | 30,428 | |
Cash and cash equivalents of subsidiary transferred | | | | (1,567 | ) |
Net cash used for acquisitions | | (280,756 | ) | (324,573 | ) |
Other | | 42,907 | | (28,963 | ) |
| | | | | |
Net cash used by investing activities | | (1,677,094 | ) | (959,098 | ) |
| | | | | |
Cash flows from financing activities: | | | | | |
Net decrease in loans payable – short term | | (44,395 | ) | (267,780 | ) |
Proceeds from issuance of long term debt: | | | | | |
Senior | | 1,498,199 | | 1,081,364 | |
Affiliate | | 500,000 | | 244,130 | |
Repayment of senior long-term debt | | (784,648 | ) | (512,375 | ) |
Capital contribution by parent | | | | 130,000 | |
Dividends paid | | (45,000 | ) | (60,000 | ) |
| | | | | |
Net cash provided by financing activities | | 1,124,156 | | 615,339 | |
| | | | | |
Net (decrease) increase in cash and cash equivalents | | (60,201 | ) | 41,946 | |
| | | | | |
Cash and cash equivalents beginning of period | | 260,038 | | 205,036 | |
| | | | | |
Cash and cash equivalents end of period | | $ | 199,837 | | $ | 246,982 | |
See accompanying notes to consolidated financial statements.
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WELLS FARGO FINANCIAL, INC.
Consolidated Statements of Stockholder’s Equity (Unaudited)
(Thousands of Dollars)
| | | | | | | | Accumulated Other Comprehensive Income (Loss) | | | |
| | Common Stock | | Additional Paid In Capital | | Retained Earnings | | Foreign Currency Translation | | Unrealized Gains (Losses) on Securities Available- for-Sale | | Total | |
| | | | | | | | | | | | | |
Balance, December 31, 2000 | | $ | 3,855 | | $ | 312,302 | | $ | 1,540,902 | | $ | (11,220 | ) | $ | 8,776 | | $ | 1,854,615 | |
| | | | | | | | | | | | | |
Comprehensive income (loss): | | | | | | | | | | | | | |
Net income | | | | | | 129,581 | | | | | | 129,581 | |
Other | | | | | | | | (331 | ) | 7,783 | | 7,452 | |
| | | | | | | | | | | | | |
Capital contribution from parent | | | | 130,000 | | | | | | | | 130,000 | |
| | | | | | | | | | | | | |
Dividends | | | | | | (60,000 | ) | | | | | (60,000 | ) |
| | | | | | | | | | | | | |
Transfer of subsidiary | | | | | | (4,759 | ) | | | | | (4,759 | ) |
| | | | | | | | | | | | | |
Balance, June 30, 2001 | | $ | 3,855 | | $ | 442,302 | | $ | 1,605,724 | | $ | (11,551 | ) | $ | 16,559 | | $ | 2,056,889 | |
| | | | | | | | | | | | | |
Balance, December 31, 2001 | | $ | 3,855 | | $ | 442,302 | | $ | 1,657,815 | | $ | (14,335 | ) | $ | 21,212 | | $ | 2,110,849 | |
| | | | | | | | | | | | | |
Comprehensive income: | | | | | | | | | | | | | |
Net income | | | | | | 149,043 | | | | | | 149,043 | |
Other | | | | | | | | 3,648 | | 4,395 | | 8,043 | |
| | | | | | | | | | | | | |
Dividends | | | | | | (45,000 | ) | | | | | (45,000 | ) |
| | | | | | | | | | | | | |
Balance, June 30, 2002 | | $ | 3,855 | | $ | 442,302 | | $ | 1,761,858 | | $ | (10,687 | ) | $ | 25,607 | | $ | 2,222,935 | |
See accompanying notes to consolidated financial statements.
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WELLS FARGO FINANCIAL, INC.
Notes to Consolidated Financial Statements (Unaudited)
The accompanying unaudited consolidated financial statements and notes have been prepared in accordance with the accounting policies set forth in Wells Fargo Financial, Inc.’s 2001 Annual Report on Form 10-K, except as described in note 8, and should be read in conjunction with the Notes to Consolidated Financial Statements therein. In the opinion of management, all adjustments (none of which were other than normal recurring accruals) necessary to present fairly the financial statements for the periods presented have been included. The results of operations for interim periods are not necessarily indicative of the results to be expected for the entire year.
1. Principles of Consolidation.
The consolidated financial statements include the accounts of Wells Fargo Financial, Inc. (the “Company”) and subsidiaries (collectively, “Wells Fargo Financial”). Intercompany accounts and transactions are eliminated. The Company is a wholly-owned subsidiary of Wells Fargo Financial Services, Inc. (the “Parent”) which is a wholly-owned subsidiary of Wells Fargo & Company (“Wells Fargo”).
2. Dividend Restrictions.
Certain long-term debt instruments restrict payment of dividends on and acquisitions of the Company’s common stock. In addition, such debt instruments and the Company’s bank credit agreements contain certain requirements as to maintenance of net worth (as defined). Approximately $956.4 million of consolidated stockholder’s equity was unrestricted at June 30, 2002.
3. Other Income.
Income from affiliates was $16.0 million and $8.5 million for the quarters ended June 30, 2002 and 2001, respectively, and $26.6 million and $19.9 million for the six months ended June 30, 2002 and 2001, respectively.
Interest and dividends from securities available-for-sale and cash equivalents were $20.0 million and $20.1 million for the quarters ended June 30, 2002 and 2001, respectively, and $39.3 million and $39.1 million for the six months ended June 30, 2002 and 2001, respectively.
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4. Finance Receivables.
Finance receivables are as follows:
(In Thousands) | | June 30, 2002 | | December 31, 2001 | |
| | | | | |
United States consumer finance: | | | | | |
Real estate - secured loans | | $ | 3,492,791 | | $ | 2,984,226 | |
Consumer loans | | 1,460,996 | | 1,483,055 | |
| | | | | |
Total loans | | 4,953,787 | | 4,467,281 | |
| | | | | |
Sales finance contracts | | 1,104,559 | | 1,228,396 | |
Credit cards | | 1,477,406 | | 1,341,039 | |
| | | | | |
Total United States consumer finance | | 7,535,752 | | 7,036,716 | |
| | | | | |
Canadian consumer finance: | | | | | |
Real estate - secured loans | | 109,753 | | 90,919 | |
Consumer loans | | 491,489 | | 461,668 | |
| | | | | |
Total loans | | 601,242 | | 552,587 | |
| | | | | |
Sales finance contracts | | 626,062 | | 585,725 | |
Credit cards | | 26,684 | | 24,494 | |
| | | | | |
Total Canadian consumer finance | | 1,253,988 | | 1,162,806 | |
| | | | | |
Automobile finance | | 3,753,988 | | 3,375,101 | |
| | | | | |
Leasing | | 1,277,381 | | 1,290,658 | |
| | | | | |
Other | | 1,013,825 | | 568,288 | |
| | | | | |
Total finance receivables (1) | | $ | 14,834,934 | | $ | 13,433,569 | |
(1) Outstanding receivable balances at June 30, 2002 and December 31, 2001 are net of unearned income, including net deferred fees, of $2.40 billion and $2.25 billion, respectively. Non-accrual finance receivables were $62.6 million at June 30, 2002 compared with $76.0 million at December 31, 2001. In addition, finance receivables outstanding which were more than three payments contractually delinquent and which were still accruing interest were $161.5 million at June 30, 2002 compared with $172.4 million at December 31, 2001.
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5. Allowance for Credit Losses.
The analysis of the allowance for credit losses is as follows:
| | Quarter Ended June 30, | | Six Months Ended June 30, | |
(In Thousands) | | 2002 | | 2001 | | 2002 | | 2001 | |
| | | | | | | | | |
Allowance for credit losses beginning of period | | $ | 533,900 | | $ | 503,074 | | $ | 521,948 | | $ | 462,555 | |
| | | | | | | | | |
Provision for credit losses charged to expense | | 158,773 | | 120,606 | | 298,835 | | 229,041 | |
| | | | | | | | | |
Write-offs | | (135,684 | ) | (132,909 | ) | (284,332 | ) | (260,428 | ) |
| | | | | | | | | |
Recoveries | | 24,009 | | 19,079 | | 47,620 | | 39,107 | |
| | | | | | | | | |
Allowance related to business combinations and other | | 3,317 | | | | 244 | | 39,575 | |
| | | | | | | | | |
Allowance for credit losses end of period | | $ | 584,315 | | $ | 509,850 | | $ | 584,315 | | $ | 509,850 | |
6. Statements of Consolidated Cash Flows.
The Company and its subsidiaries consider highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. Supplemental disclosure of certain cash flow information is presented below:
| | Quarter Ended June 30, | | Six Months Ended June 30, | |
(In Thousands) | | 2002 | | 2001 | | 2002 | | 2001 | |
| | | | | | | | | |
Cash paid for: | | | | | | | | | |
Interest | | $ | 154,234 | | $ | 162,494 | | $ | 317,103 | | $ | 347,422 | |
Income taxes | | 60,260 | | 26,204 | | 70,090 | | 66,627 | |
| | | | | | | | | | | | | |
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7. Segment Information.
The Company has four reportable segments: U.S. consumer finance, Canadian consumer finance, automobile finance, and leasing. The Company’s operating segments are determined by product type and geography. U.S. consumer finance operations make loans to individuals and purchase sales finance contracts through 769 consumer finance branches in 47 states, Guam, Saipan, and Puerto Rico. The U.S. consumer finance segment also issues credit cards through two banking subsidiaries. Canadian consumer finance operations make loans to individuals and purchase sales finance contracts through 161 consumer finance branches in the 10 provinces. Automobile finance operations specialize in purchasing sales finance contracts directly from automobile dealers and making loans secured by automobiles through 188 branches in 34 states and Puerto Rico. Leasing operations specialize in financing commercial equipment such as office copiers, telephone systems, health care equipment, small computers, and light industrial equipment. Lease finance receivables are generated primarily from equipment distributors ranging from small independently-owned vendors to large equipment manufacturers. Results from insurance operations are included in the appropriate segment.
Selected financial information for each segment is shown below:
(In Thousands) | | | | | | | | | | | | | |
| | U.S. Consumer Finance | | Canadian Consumer Finance | | Automobile Finance | |
Quarter Ended June 30,: | | 2002 | | 2001 | | 2002 | | 2001 | | 2002 | | 2001 | |
| | | | | | | | | | | | | |
Finance charges and interest | | $ | 313,422 | | $ | 304,548 | | $ | 67,472 | | $ | 60,815 | | $ | 145,831 | | $ | 130,065 | |
Total income | | 371,602 | | 369,737 | | 74,890 | | 67,940 | | 154,384 | | 138,133 | |
Net income | | 12,256 | | 32,360 | | 14,180 | | 9,408 | | 26,877 | | 15,311 | |
| | | | | | | | | | | | | | | | | | | |
Six Months Ended June 30,: | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Finance charges and interest | | $ | 627,655 | | $ | 608,630 | | $ | 131,426 | | $ | 121,741 | | $ | 282,958 | | $ | 259,985 | |
Total income | | 756,986 | | 740,326 | | 145,114 | | 135,367 | | 299,687 | | 275,467 | |
Net income | | 55,426 | | 64,159 | | 25,710 | | 19,716 | | 41,369 | | 26,755 | |
Total assets | | 9,385,571 | | 8,226,148 | | 1,549,279 | | 1,236,999 | | 3,973,967 | | 3,471,367 | |
| | | | | | | | | | | | | | | | | | | |
(In Thousands) | | | | | | | | | | | | | |
| | Leasing | | Other* | | Total | |
Quarter Ended June 30,: | | 2002 | | 2001 | | 2002 | | 2001 | | 2002 | | 2001 | |
| | | | | | | | | | | | | |
Finance charges and interest | | $ | 35,725 | | $ | 37,411 | | $ | 15,377 | | $ | 15,773 | | $ | 577,827 | | $ | 548,612 | |
Total income | | 51,024 | | 45,037 | | 25,776 | | 24,650 | | 677,676 | | 645,497 | |
Net income | | 11,855 | | 6,440 | | 4,968 | | 1,260 | | 70,136 | | 64,779 | |
| | | | | | | | | | | | | | | | | | | |
Six Months Ended June 30,: | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Finance charges and interest | | $ | 72,753 | | $ | 69,432 | | $ | 25,164 | | $ | 31,657 | | $ | 1,139,956 | | $ | 1,091,445 | |
Total income | | 96,539 | | 82,247 | | 45,643 | | 49,516 | | 1,343,969 | | 1,282,923 | |
Net income | | 20,645 | | 14,623 | | 5,893 | | 4,328 | | 149,043 | | 129,581 | |
Total assets | | 1,386,065 | | 1,373,595 | | 994,667 | | 538,719 | | 17,289,549 | | 14,846,828 | |
| | | | | | | | | | | | | | | | | | | |
* Information from other segments below the quantitative threshold are attributable to miscellaneous insurance companies, collection services, operations in Argentina (2001 only) and commercial finance operations including rediscounting.
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8. Recent Accounting Standards.
In June 2001, the Financial Accounting Board (FASB) issued Statement No. 142 (FAS 142), Goodwill and Other Intangible Assets.
FAS 142 eliminates amortization of goodwill associated with business combinations completed after June 30, 2001. During the transition period from July 1, 2001 through December 31, 2001, goodwill associated with business combinations completed prior to July 1, 2001, continued to be amortized through the income statement. Effective January 1, 2002, goodwill amortization ceased.
As required by the statement, goodwill was assessed for impairment at the reporting unit level by applying a fair-value-based test during the first quarter of 2002. The Company determined no goodwill impairment had occurred in its reporting units.
“Adjusted Earnings” - FAS 142 Transitional Disclosure
Under FAS 142, effective January 1, 2002 amortization of goodwill was discontinued. For comparability, the table
below reconciles the Company’s reported earnings to “adjusted” earnings, which exclude goodwill amortization.
| | June 30, 2001 | | September 30, 2001 | |
(In Thousands) | | Quarter ended | | Six months ended | | Quarter ended | | Nine months ended | |
| | | | | | | | | |
Net income | | | | | | | | | |
Reported net income | | $ | 64,779 | | $ | 129,581 | | $ | 67,568 | | $ | 197,149 | |
Goodwill amortization, net of tax | | 6,527 | | 12,722 | | 6,516 | | 19,238 | |
Adjusted net income | | $ | 71,306 | | $ | 142,303 | | $ | 74,084 | | $ | 216,387 | |
| | 2001 | | 2001 | | 2000 | | December 31, 1999 | |
(In Thousands) | | Quarter ended | | Year ended | | Year ended | | Year ended | |
| | | | | | | | | |
Net income | | | | | | | | | |
Reported net income | | $ | 67,668 | | $ | 264,817 | | $ | 241,054 | | $ | 265,361 | |
Goodwill amortization, net of tax | | 6,318 | | 25,556 | | 18,932 | | 21,093 | |
Adjusted net income | | $ | 73,986 | | $ | 290,373 | | $ | 259,986 | | $ | 286,454 | |
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9. Goodwill.
The changes in the carrying amount of goodwill for the quarter and six months ended June 30, 2002, respectfully, are as follows:
(In Thousands) | | U.S. Consumer Finance | | Canadian Consumer Finance | | Automobile Finance | | Leasing | | Other | | Total | |
Quarter ended June 30, 2002 | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Balance as of March 31, 2002 | | $ | 12,894 | | $ | 33,784 | | $ | 178,815 | | $ | 110,417 | | $ | 6,333 | | $ | 342,243 | |
| | | | | | | | | | | | | |
Purchase accounting adjustment | | | | | | | | | | (4 | ) | (4 | ) |
| | | | | | | | | | | | | |
Foreign currency translation adjustment | | | | 1,756 | | | | | | | | 1,756 | |
| | | | | | | | | | | | | |
Balance as of June 30, 2002 | | $ | 12,894 | | $ | 35,540 | | $ | 178,815 | | $ | 110,417 | | $ | 6,329 | | $ | 343,995 | |
| | | | | | | | | | | | | |
Six months ended June 30, 2002 | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Balance as of December 31, 2001 | | $ | 12,894 | | $ | 33,864 | | $ | 178,815 | | $ | 110,417 | | $ | | $ | 335,990 | |
| | | | | | | | | | | | | |
Goodwill acquired (1) | | | | | | | | | | 6,333 | | 6,333 | |
| | | | | | | | | | | | | |
Purchase accounting adjustment | | | | | | | | | | (4 | ) | (4 | ) |
| | | | | | | | | | | | | |
Foreign currency translation adjustment | | | | 1,676 | | | | | | | | 1,676 | |
| | | | | | | | | | | | | |
Balance as of June 30, 2002 | | $ | 12,894 | | $ | 35,540 | | $ | 178,815 | | $ | 110,417 | | $ | 6,329 | | $ | 343,995 | |
(1) The additional goodwill resulted from the purchase of the rediscount operations of Washington Mutual Bank, FA on March 28, 2002.
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WELLS FARGO FINANCIAL, INC.
Management’s Discussion and Analysis
of Financial Condition and Results of Operations
Statements made in Management’s Discussion and Analysis may be forward-looking and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements address management’s present expectations about future performance and involve inherent risks and uncertainties. A number of important factors (some of which are beyond the Company’s control) could cause actual results to differ materially from those in the forward-looking statements. Those factors include the economic environment, competition, products and pricing in the geographic and business areas in which the Company conducts its operations, prevailing interest rates, changes in government regulations and policies affecting financial services companies, credit quality and credit risk management, acquisitions, and integration of acquired businesses.
The discussion and analysis that follows, therefore, is limited to a discussion of the first six months as a whole and does not include a separate discussion of the second quarter unless otherwise noted.
Wells Fargo Financial’s net income for the first six months of 2002 was $149.0 million compared with $129.6 million for the first six months of 2001. Wells Fargo Financial adopted FAS 142, Goodwill and Other Intangible Assets, effective January 1, 2002. Accordingly, goodwill amortization ceased. Net income in the first six months of 2001 included $12.7 million of goodwill amortization (net of tax). Excluding amortization of goodwill, net income for the first six months of 2002 was $149.0 compared with $142.3 million for the first six months of 2001.
Well’s Fargo Financial’s total income (revenue) increased 5% for the first six months ($1,344.0 million in the first six months of 2002 compared with $1,282.9 million in the first six months of 2001).
Income from finance charges and interest increased 4% for the first six months ($1,140.0 million in the first six months of 2002 compared with $1,091.4 million in the first six months of 2001). Changes in income from finance charges and interest result predominantly from (1) changes in the amount of finance receivables outstanding and (2) changes in the rate of charge on those receivables. In total, average finance receivables outstanding in the first six months of 2002 increased 14% from the first six months of 2001; average U.S. consumer finance receivables outstanding increased 11%, average Canadian consumer finance receivables outstanding increased 15%, average automobile finance receivables outstanding increased 11%, average leasing finance receivables outstanding increased 11%, and average other finance receivables outstanding increased 75%.
| | 2002 | | 2001 | |
Rate of charge on finance receivables: | | | | | |
| | | | | |
U.S. consumer finance | | 17.53 | % | 18.87 | % |
Canadian consumer finance | | 22.39 | | 23.84 | |
Automobile finance | | 16.27 | | 16.62 | |
Leasing | | 11.49 | | 12.20 | |
Other | | 6.54 | | 14.38 | |
Total | | 16.46 | | 17.92 | |
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The increase in income from finance charges and interest was due to growth in average receivables outstanding. Growth in average receivables for U.S. consumer finance, Canadian consumer finance and automobile finance was due to regular business activity. The increase in average leasing finance receivables was due primarily to the purchase of Conseco Finance Vendor Services Corporation on January 31, 2001. The majority of the increase in other average receivables was due to significant receivable growth of the rediscounting operations. Changes in the earned rates of charge were due to changes in prevailing market rates combined with a change in portfolio mix. The decline in the earned rate of charge for other finance receivables occurred due to the change in portfolio mix occurring due to the growth of rediscounting operations and the transfer of the Company’s operations in Argentina to its parent during December 2001.
Other income increased 11% ($145.6 million in the first six months of 2002 compared with $131.2 million in the first six months of 2001). The increase in other income was due to an increase in income from affiliates and due to additional fee income originating from the leasing acquisition in the prior year.
Operating expenses increased 8% ($473.5 million in the first six months of 2002 compared with $438.7 million in the first six months of 2001). The increase was due primarily to increases in employee compensation and benefits and other costs relating to business expansion and acquisitions.
Interest and debt expense decreased 15% ($311.6 million in the first six months of 2002 compared with $368.7 million in the first six months of 2001). Changes in interest and debt expense result predominantly from (1) changes in the amount of borrowings outstanding and (2) changes in the cost of those borrowings. Average total outstanding borrowings in the first six months of 2002 increased 18% from the first six months of 2001.
| | Six Months Ended June 30, | |
| | 2002 | | 2001 | |
Costs of funds: | | | | | |
Short-term | | 2.09 | % | 5.60 | % |
Long-term | | 5.97 | | 6.54 | |
Total | | 4.73 | | 6.26 | |
Changes in average debt outstanding generally correspond to changes in average finance receivables outstanding combined with the change in notes receivable - affiliates. Average finance receivables and notes receivable - affiliates increased 14% from the first six months of 2002.
Provision for credit losses increased 30% ($298.8 million in the first six months of 2002 compared with $229.0 million in the first six months of 2001). In the second quarter of 2002, Wells Fargo Financial adopted a new loss recognition policy for consumer loans and sales finance contracts in its U.S. consumer finance stores. Previously, losses in this part of the U.S. consumer finance portfolio were determined using a combination of recency and contractual delinquency. The new policy is based on contractual delinquency. The change increased the provision for losses by approximately $20 million. The Company expects the additional losses will be recognized as write-offs in the third quarter of 2002.
Net write-offs increased 7% ($236.7 million in the first six months of 2002 compared with $221.3 million in the first six months of 2001). The increase was due primarily to higher write-offs in the Company’s Canadian consumer finance, automobile, and leasing portfolios (see following table). This increase was partially offset by improvements in the U.S. consumer finance business and other finance businesses.
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| | Six Months Ended June 30, | |
| | 2002 | | 2001 | |
Net write-offs, not annualized, as a percentage of average net receivables outstanding: | | | | | |
| | | | | |
U.S. consumer finance | | 1.92 | % | 2.17 | % |
Canadian consumer finance | | 2.14 | | 2.04 | |
Automobile finance | | 1.60 | | 1.35 | |
Leasing | | 1.25 | | 1.11 | |
Other | | .31 | | 1.30 | |
Total | | 1.71 | | 1.82 | |
Through June 30, 2002, the provision for credit losses exceeded net write-offs by $62.1 million. As discussed previously, provision expense during the second quarter of 2002 includes the effect of a new loss recognition policy for consumer loans, of approximately $20 million. At June 30, 2002, the Company had an allowance for credit losses of $584.3 million (3.94% of receivables) compared with $521.9 million (3.89% of receivables) at December 31, 2001. Non-accrual finance receivables were $62.6 million at June 30, 2002 compared with $76.0 million at December 31, 2001. In addition, finance receivables outstanding which were more than three payments contractually delinquent and which were still accruing interest were $161.5 million at June 30, 2002 compared with $172.4 million at December 31, 2001. The process of determining the allowance for credit losses is a critical accounting policy of the Company. The process requires subjective and complex judgements by management. Assumptions about economic conditions, unemployment rates, and projected write-offs are factors considered when evaluating the allowance for losses. Management believes that the allowance for credit losses at June 30, 2002, is adequate to absorb probable losses on existing receivables in the finance receivables portfolio. However, no assurance can be given that the Company will not, in any particular period, sustain credit losses that are sizeable in relation to the amount reserved, or that subsequent evaluations of the portfolio, in light of the factors then prevailing, including economic conditions and the ongoing examination process by the Company, will not require significant increases in the allowance for losses.
Income taxes increased 12% ($86.7 million in the first six months of 2002 compared with $77.4 million in the first six months of 2001). Income before income taxes increased 14% ($235.7 million in the first six months of 2002 compared with $207.0 million in the first six months of 2001.) The effective tax rate was 36.8% for the first six months of 2002 and 37.4% for the first six months of 2001.
The Company maintains bank lines of credit and revolving credit agreements to provide an alternative source of liquidity to support the Company’s commercial paper borrowings. At June 30, 2002, lines of credit and revolving credit agreements totaling $2,764 million were being maintained at 19 domestic and international banks; the entire amount was available on that date. Additionally, the Company’s bank subsidiaries, Wells Fargo Financial Bank and Wells Fargo Financial National Bank, have access to federal funds borrowings. At June 30, 2002, federal funds availability at the two banks was $557 million.
The Company and a Canadian subsidiary obtain long-term debt capital primarily from the issuance of debt securities to the public through underwriters on a firm-commitment basis and the issuance of debt securities to institutional investors. The Company and a Canadian subsidiary also obtain long-term debt from the issuance of medium-term notes (which have maturities ranging from nine months to 30 years) through underwriters (acting as agent or principal).
The Company anticipates the continued availability of borrowed funds, at prevailing interest rates, to provide for Wells Fargo Financial’s growth in the foreseeable future. Funds are also generated internally from payments of principal and interest on Wells Fargo Financial’s finance receivables.
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PART II. OTHER INFORMATION
WELLS FARGO FINANCIAL, INC.
Item 5. Other Information.
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratios of earnings to fixed charges of Wells Fargo Financial, Inc. and its subsidiaries for the periods indicated:
Six Months Ended June 30, 2002 | | | | | | | | | | | |
| Years Ended December 31, | |
| 2001 | | 2000 | | 1999 | | 1998 | | 1997 | |
1.74 | | 1.61 | | 1.58 | | 1.78 | | 1.72 | | 2.00 | |
The ratios of earnings to fixed charges have been computed by dividing net earnings plus fixed charges and income taxes by fixed charges. Fixed charges consist of interest and debt expense plus one-third of rentals (which is deemed representative of the interest factor).
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
Exhibit (12) | | Computation of ratios of earnings to fixed charges for the years ended December 31, 2001, 2000, 1999, 1998 | |
| | and 1997 and the six months ended June 30, 2002. | |
| | | |
Exhibit (99.1) | | Certification of Periodic Financial Report by Chief Executive Officer Pursuant to 18 U.S.C. § 1350. | |
| | | |
Exhibit (99.2) | | Certification of Periodic Financial Report by Chief Financial Executive Officer Pursuant to 18 U.S.C. § 1350. | |
(b) Reports on 8-K
No reports on Form 8-K were filed during the quarter for which this report is filed.
S I G N A T U R E S
Pursuant to the requirements 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.
| WELLS FARGO FINANCIAL, INC. | |
| | | |
Date: August 12, 2002 | | | |
| | | |
| By | /s/ Eric Torkelson | |
| | Eric Torkelson | |
| | Senior Vice President and Controller | |
| | (Principal Accounting Officer) | |
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