Document and Company Informatio
Document and Company Information (USD $) | |||
In Billions, except Share data | 9 Months Ended
Sep. 30, 2009 | Oct. 30, 2009
| Jun. 30, 2008
|
Document and Company Information [Abstract] | |||
Entity Registrant Name | WELLS FARGO & CO/MN | ||
Entity Central Index Key | 0000072971 | ||
Document Type | 10-Q | ||
Document Period End Date | 2009-09-30 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | 77.5 | ||
Entity Common Stock, Shares Outstanding | 4,685,063,588 |
Consolidated Statement of Incom
Consolidated Statement of Income (Unaudited) (USD $) | ||||
In Millions, except Per Share data | 3 Months Ended
Sep. 30, 2009 | 3 Months Ended
Sep. 30, 2008 | 9 Months Ended
Sep. 30, 2009 | 9 Months Ended
Sep. 30, 2008 |
Interest income | ||||
Trading assets | $216 | $41 | $688 | $126 |
Securities available for sale | 2,947 | 1,397 | 8,543 | 3,753 |
Mortgages held for sale | 524 | 394 | 1,484 | 1,211 |
Loans held for sale | 34 | 12 | 151 | 34 |
Loans | 10,170 | 6,888 | 31,467 | 20,906 |
Other interest income | 77 | 42 | 249 | 140 |
Total interest income | 13,968 | 8,774 | 42,582 | 26,170 |
Interest expense | ||||
Deposits | 905 | 1,019 | 2,861 | 3,676 |
Short-term borrowings | 32 | 492 | 210 | 1,274 |
Long-term debt | 1,301 | 882 | 4,565 | 2,801 |
Other interest expense | 46 | 0 | 122 | 0 |
Total interest expense | 2,284 | 2,393 | 7,758 | 7,751 |
Net interest income | 11,684 | 6,381 | 34,824 | 18,419 |
Provision for credit losses | 6,111 | 2,495 | 15,755 | 7,535 |
Net interest income after provision for credit losses | 5,573 | 3,886 | 19,069 | 10,884 |
Noninterest income | ||||
Service charges on deposit accounts | 1,478 | 839 | 4,320 | 2,387 |
Trust and investment fees | 2,502 | 738 | 7,130 | 2,263 |
Card fees | 946 | 601 | 2,722 | 1,747 |
Other fees | 950 | 552 | 2,814 | 1,562 |
Mortgage banking | 3,067 | 892 | 8,617 | 2,720 |
Insurance | 468 | 439 | 1,644 | 1,493 |
Net gains (losses) on debt securities available for sale (includes impairment losses of $273 and $850, consisting of $314 and $1,889 of total other-than-temporary impairment losses, net of $41 and $1,039 recognized in other comprehensive income, for the quarter and nine months ended September 30, 2009, respectively) | (40) | 84 | (237) | 316 |
Net gains (losses) from equity investments | 29 | (509) | (88) | (149) |
Other | 1,382 | 360 | 4,244 | 1,642 |
Total noninterest income | 10,782 | 3,996 | 31,166 | 13,981 |
Noninterest expense | ||||
Salaries | 3,428 | 2,078 | 10,252 | 6,092 |
Commission and incentive compensation | 2,051 | 555 | 5,935 | 2,005 |
Employee benefits | 1,034 | 486 | 3,545 | 1,666 |
Equipment | 563 | 302 | 1,825 | 955 |
Net occupancy | 778 | 402 | 2,357 | 1,201 |
Core deposit and other intangibles | 642 | 47 | 1,935 | 139 |
FDIC and other deposit assessments | 228 | 37 | 1,547 | 63 |
Other | 2,960 | 1,594 | 8,803 | 4,667 |
Total noninterest expense | 11,684 | 5,501 | 36,199 | 16,788 |
Income before income tax expense | 4,671 | 2,381 | 14,036 | 8,077 |
Income tax expense | 1,355 | 730 | 4,382 | 2,638 |
Net income before noncontrolling interests | 3,316 | 1,651 | 9,654 | 5,439 |
Less: Net income from noncontrolling interests | 81 | 14 | 202 | 50 |
Wells Fargo net income | 3,235 | 1,637 | 9,452 | 5,389 |
Wells Fargo net income applicable to common stock | $2,637 | $1,637 | $7,596 | $5,389 |
Per share information | ||||
Earnings per common share | 0.56 | 0.49 | 1.7 | 1.63 |
Diluted earnings per common share | 0.56 | 0.49 | 1.69 | 1.62 |
Dividends declared per common share | 0.05 | 0.34 | 0.44 | 0.96 |
Average common shares outstanding | 4678.3 | 3316.4 | 4471.2 | 3309.6 |
Diluted average common shares outstanding | 4706.4 | 3,331 | 4485.3 | 3323.4 |
1_Consolidated Statement of Inc
Consolidated Statement of Income (Parenthetical) (Unaudited) (USD $) | ||
In Millions | 3 Months Ended
Sep. 30, 2009 | 9 Months Ended
Sep. 30, 2009 |
Noninterest income | ||
Impairment losses recognized in other comprehensive income on debt securities available for sale | $41 | $1,039 |
Impairment losses on debt securities available for sale | 273 | 850 |
Other-than-temporary impairment losses on debt securities available for sale | $314 | $1,889 |
Consolidated Balance Sheet (Una
Consolidated Balance Sheet (Unaudited) (USD $) | ||
In Millions | Sep. 30, 2009
| Dec. 31, 2008
|
Assets | ||
Cash and due from banks | $17,233 | $23,763 |
Federal funds sold, securities purchased under resale agreements and other short-term investments | 17,491 | 49,433 |
Trading assets | 43,198 | 54,884 |
Securities available for sale | 183,814 | 151,569 |
Mortgages held for sale (includes $33,435 and $18,754 carried at fair value) | 35,538 | 20,088 |
Loans held for sale (includes $201 and $398 carried at fair value) | 5,846 | 6,228 |
Loans | 799,952 | 864,830 |
Allowance for loan losses | (24,028) | (21,013) |
Net loans | 775,924 | 843,817 |
Mortgage servicing rights: | ||
Measured at fair value (residential MSRs) | 14,500 | 14,714 |
Amortized | 1,162 | 1,446 |
Premises and equipment, net | 11,040 | 11,269 |
Goodwill | 24,052 | 22,627 |
Other assets | 98,827 | 109,801 |
Total assets | 1,228,625 | 1,309,639 |
Liabilities | ||
Noninterest-bearing deposits | 165,260 | 150,837 |
Interest-bearing deposits | 631,488 | 630,565 |
Total deposits | 796,748 | 781,402 |
Short-term borrowings | 30,800 | 108,074 |
Accrued expenses and other liabilities | 57,861 | 50,689 |
Long-term debt | 214,292 | 267,158 |
Total liabilities | 1,099,701 | 1,207,323 |
Wells Fargo stockholders' equity: | ||
Preferred stock | 31,589 | 31,332 |
Common stock - $1-2/3 par value, authorized 6,000,000,000 shares; issued 4,756,071,429 shares and 4,363,921,429 shares | 7,927 | 7,273 |
Additional paid-in capital | 40,343 | 36,026 |
Retained earnings | 41,485 | 36,543 |
Cumulative other comprehensive income (loss) | 4,088 | (6,869) |
Treasury stock - 76,876,271 shares and 135,290,540 shares | (2,771) | (4,666) |
Unearned ESOP shares | (511) | (555) |
Total Wells Fargo stockholders' equity | 122,150 | 99,084 |
Noncontrolling interests | 6,774 | 3,232 |
Total equity | 128,924 | 102,316 |
Total liabilities and equity | $1,228,625 | $1,309,639 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) (Unaudited) (USD $) | ||
In Millions, except Share data | Sep. 30, 2009
| Dec. 31, 2008
|
Assets | ||
Mortgages held for sale, carried at fair value | $33,435 | $18,754 |
Loans held for sale, carried at fair value | $201 | $398 |
Wells Fargo stockholders' equity: | ||
Common stock, par value | 1.67 | 1.67 |
Common Stock, shares authorized | 6,000,000,000 | 6,000,000,000 |
Common stock, shares issued | 4,756,071,429 | 4,363,921,429 |
Treasury stock, shares | 76,876,271 | 135,290,540 |
Consolidated Statement of Chang
Consolidated Statement of Changes In Stockholders Equity, Equity and Comprehensive Income (Unaudited) (USD $) | ||||||||||||||||
In Millions, except Share data | Common stock
| Preferred stock
| Additional paid-in capital
| Additional paid-in capital
Adjustment | Treasury stock
| Retained earnings
| Retained earnings
Adjustment | Cumulative other comprehensive income
| Cumulative other comprehensive income
Adjustment | Total Wells Fargo stockholders' equity
| Total Wells Fargo stockholders' equity
Adjustment | Adjustments Member
| Noncontrolling interests
| Noncontrolling interests
Adjustment | Total
| |
Shares, Beginning Balance at Dec. 31, 2007 | 3,297,102,208 | 449,804 | ||||||||||||||
Beginning Balance at Dec. 31, 2007 | $5,788 | $450 | $8,212 | ($6,035) | $38,970 | $38,942 | $725 | $47,628 | $47,600 | ($482) | $47,886 | $286 | $47,914 | |||
Cumulative effect from change in accounting for post retirement benefits | (20) | (20) | (20) | |||||||||||||
Adjustment for change of measurement date related to pension and other postretirement benefits | (8) | (8) | (8) | |||||||||||||
Comprehensive income: | ||||||||||||||||
Net income | 5,389 | 5,389 | 5,389 | |||||||||||||
Noncontrolling interests | 50 | 50 | ||||||||||||||
Other comprehensive income, net of tax: | ||||||||||||||||
Translation adjustments | (20) | (20) | (20) | |||||||||||||
Securities available for sale: | ||||||||||||||||
Net unrealized losses on securities available for sale, net of reclassification of $107 million of net losses included in net income | (3,485) | (3,485) | (3,485) | |||||||||||||
Net unrealized losses on derivatives and hedging activities, net of reclassification of $115(2008) and $257(2009) million of net gains on cash flow hedges included in net income | (6) | (6) | (6) | |||||||||||||
Unamortized gains under defined benefit plans, net of amortization | 3 | 3 | 3 | |||||||||||||
Total comprehensive income | 1,881 | 50 | 1,931 | |||||||||||||
Noncontrolling interests | (34) | (34) | ||||||||||||||
Common stock issued | (41) | 1,610 | (300) | 1,269 | 1,269 | |||||||||||
Common stock issued, shares | 49,454,756 | |||||||||||||||
Common stock repurchased | (1,162) | (1,162) | (1,162) | |||||||||||||
Common stock repurchased, shares | (37,327,260) | |||||||||||||||
Preferred stock issued to ESOP | 521 | 30 | (551) | |||||||||||||
Preferred stock issued to ESOP, shares | 520,500 | |||||||||||||||
Preferred stock released to ESOP | (20) | 346 | 366 | 346 | ||||||||||||
Preferred stock converted to common shares | (346) | (46) | 392 | |||||||||||||
Preferred stock converted to common shares, shares | 11,988,925 | (344,860) | ||||||||||||||
Cash dividends paid | (3,178) | (3,178) | (3,178) | |||||||||||||
Tax benefit upon exercise of stock options | 106 | 106 | 106 | |||||||||||||
Stock option compensation expense | 134 | 134 | 134 | |||||||||||||
Net change in deferred compensation and related plans | 32 | (12) | 20 | 20 | ||||||||||||
Other | (59) | (59) | (59) | |||||||||||||
Net change | 175 | 136 | 828 | 1,911 | (3,508) | (643) | (185) | 16 | (627) | |||||||
Net change, shares | 24,116,421 | 175,640 | ||||||||||||||
Ending Balance at Sep. 30, 2008 | 5,788 | 625 | 8,348 | (5,207) | 40,853 | (2,783) | 46,957 | (667) | 302 | 47,259 | ||||||
Shares, Ending Balance at Sep. 30, 2008 | 3,321,218,629 | 625,444 | ||||||||||||||
Securities available for sale: | ||||||||||||||||
Shares, Beginning Balance at Dec. 31, 2008 | 4,228,630,889 | 10,111,821 | ||||||||||||||
Beginning Balance at Dec. 31, 2008 | 7,273 | 31,332 | 36,026 | 32,310 | (4,666) | 36,543 | 36,596 | (6,869) | (6,922) | 99,084 | 95,368 | (555) | 3,232 | 6,948 | 102,316 | |
Cumulative effect for change in accounting for other-than-temporary impairment on debt securities | 53 | (53) | ||||||||||||||
Effect of change in accounting for noncontrolling interests | (3,716) | (3,716) | 3,716 | |||||||||||||
Comprehensive income: | ||||||||||||||||
Net income | 9,452 | 9,452 | 9,452 | |||||||||||||
Noncontrolling interests | 202 | 202 | ||||||||||||||
Other comprehensive income, net of tax: | ||||||||||||||||
Translation adjustments | 63 | 63 | (5) | 58 | ||||||||||||
Securities available for sale: | ||||||||||||||||
Unrealized losses related to factors other than credit | (654) | (654) | (654) | |||||||||||||
All other net unrealized gains, net of reclassification of $45 million of net gains included in net income | 11,220 | 11,220 | 64 | 11,284 | ||||||||||||
Net unrealized losses on derivatives and hedging activities, net of reclassification of $115(2008) and $257(2009) million of net gains on cash flow hedges included in net income | (189) | (189) | (189) | |||||||||||||
Unamortized gains under defined benefit plans, net of amortization | 570 | 570 | 570 | |||||||||||||
Total comprehensive income | 20,462 | 261 | 20,723 | |||||||||||||
Noncontrolling interests | 21 | 21 | (435) | (414) | ||||||||||||
Common stock issued | 654 | 7,845 | 1,907 | (816) | 9,590 | 9,590 | ||||||||||
Common stock issued, shares | 451,324,822 | |||||||||||||||
Common stock repurchased | (80) | (80) | (80) | |||||||||||||
Common stock repurchased, shares | (3,353,597) | |||||||||||||||
Preferred stock released to ESOP | (3) | 41 | 44 | 41 | ||||||||||||
Preferred stock converted to common shares | (41) | (42) | 83 | |||||||||||||
Preferred stock converted to common shares, shares | 2,593,044 | (41,820) | ||||||||||||||
Cash dividends paid | (1,891) | (1,891) | (1,891) | |||||||||||||
Preferred stock dividends and accretion | 298 | (1,856) | (1,558) | (1,558) | ||||||||||||
Tax benefit upon exercise of stock options | 9 | 9 | 9 | |||||||||||||
Stock option compensation expense | 180 | 180 | 180 | |||||||||||||
Net change in deferred compensation and related plans | 23 | (15) | 8 | 8 | ||||||||||||
Net change | 654 | 257 | 8,033 | 1,895 | 4,889 | 11,010 | 26,782 | 44 | (174) | 26,608 | ||||||
Net change, shares | 450,564,269 | (41,280) | ||||||||||||||
Ending Balance at Sep. 30, 2009 | $7,927 | $31,589 | $40,343 | ($2,771) | $41,485 | $4,088 | $122,150 | ($511) | $6,774 | $128,924 | ||||||
Shares, Ending Balance at Sep. 30, 2009 | 4,679,195,158 | 10,070,541 |
2_Consolidated Statement of Cha
Consolidated Statement of Changes In Stockholders Equity, Equity and Comprehensive Income (Parenthetical) (Unaudited) (USD $) | ||||
In Millions | Cumulative other comprehensive income
| Total Wells Fargo stockholders' equity
| Noncontrolling interests
| Total
|
Securities available for sale: | ||||
Reclassification of net gains (losses) included in net income | $107 | $107 | $107 | |
Reclassification of net gains (losses) on cash flow hedges included in net income | 115 | 115 | 115 | |
Securities available for sale: | ||||
Reclassification of net gains (losses) included in net income | 45 | 45 | 45 | 45 |
Reclassification of net gains (losses) on cash flow hedges included in net income | $257 | $257 | $257 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows (Unaudited) (USD $) | ||
In Millions | 9 Months Ended
Sep. 30, 2009 | 9 Months Ended
Sep. 30, 2008 |
Cash flows from operating activities: | ||
Net income before noncontrolling interests | $9,654 | $5,439 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Provision for credit losses | 15,755 | 7,535 |
Changes in fair value of MSRs (residential), MHFS and LHFS carried at fair value | 1,366 | (1,301) |
Depreciation and amortization | 2,437 | 1,154 |
Other net gains | (2,261) | (999) |
Preferred shares released to ESOP | 41 | 346 |
Stock option compensation expense | 180 | 134 |
Excess tax benefits related to stock option payments | (9) | (104) |
Originations of MHFS | (321,098) | (163,797) |
Proceeds from sales of and principal collected on mortgages originated for sale | 306,882 | 171,809 |
Originations of LHFS | (8,641) | 0 |
Proceeds from sales of LHFS | 15,937 | 0 |
Purchases of LHFS | (6,461) | 0 |
Net change in: | ||
Trading assets | 13,834 | (1,360) |
Deferred income taxes | 4,835 | 1,146 |
Accrued interest receivable | 948 | 63 |
Accrued interest payable | (1,157) | (176) |
Other assets, net | (6,159) | (8,319) |
Other accrued expenses and liabilities, net | (833) | 631 |
Net cash provided by operating activities | 25,250 | 12,201 |
Cash flows from investing activities: | ||
Net change in federal funds sold, securities purchased under resale agreements and other short-term investments | 31,942 | (5,301) |
Securities available for sale: | ||
Sales proceeds | 46,337 | 39,698 |
Prepayments and maturities | 28,746 | 15,879 |
Purchases | (89,395) | (74,381) |
Loans: | ||
Decrease (increase) in banking subsidiaries' loan originations, net of collections | 44,337 | (32,006) |
Proceeds from sales (including participations) of loans originated for investment by banking subsidiaries | 4,569 | 1,843 |
Purchases (including participations) of loans by banking subsidiaries | (2,007) | (4,329) |
Principal collected on nonbank entities' loans | 10,224 | 15,462 |
Loans originated by nonbank entities | (7,117) | (13,880) |
Net cash paid for acquisitions | (132) | (590) |
Proceeds from sales of foreclosed assets | 2,708 | 1,299 |
Changes in MSRs from purchases and sales | (9) | 71 |
Net change in noncontrolling interests | (355) | (34) |
Other, net | 4,951 | (1,341) |
Net cash provided (used) by investing activities | 74,799 | (57,610) |
Cash flows from financing activities: | ||
Net change in Deposits | 15,212 | 7,370 |
Net change in Short-term borrowings | (77,274) | 31,798 |
Long-term debt: | ||
Proceeds from issuance | 4,803 | 22,751 |
Repayment | (55,332) | (15,439) |
Preferred stock: | ||
Cash dividends paid | (1,616) | 0 |
Common stock: | ||
Proceeds from issuance | 9,590 | 1,269 |
Repurchased | (80) | (1,162) |
Cash dividends paid | (1,891) | (3,178) |
Excess tax benefits related to stock option payments | 9 | 104 |
Net cash provided (used) by financing activities | (106,579) | 43,513 |
Net change in cash and due from banks | (6,530) | (1,896) |
Cash and due from banks at beginning of period | 23,763 | 14,757 |
Cash and due from banks at end of period | 17,233 | 12,861 |
Supplemental cash flow disclosures: | ||
Cash paid for interest | 8,915 | 7,927 |
Cash paid for income taxes | $2,834 | $2,431 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Wells Fargo Company is a diversified financial services company. We provide banking, insurance, investments, mortgage banking, investment banking, retail banking, brokerage, and consumer finance through banking stores, the internet and other distribution channels to consumers, businesses and institutions in all 50 states, the District of Columbia, and in other countries. When we refer to Wells Fargo, the Company, we, our or us in this Form 10-Q, we mean Wells Fargo Company and Subsidiaries (consolidated). Wells Fargo Company (the Parent) is a financial holding company and a bank holding company. We also hold a majority interest in a retail brokerage subsidiary and a real estate investment trust, which has publicly traded preferred stock outstanding. Our accounting and reporting policies conform with U.S. generally accepted accounting principles (GAAP)and practices in the financial services industry. To prepare the financial statements in conformity with GAAP, management must make estimates based on assumptions about future economic and market conditions (for example, unemployment, market liquidity, real estate prices, etc.) that affect the reported amounts of assets and liabilities at the date of the financial statements and income and expenses during the reporting period and the related disclosures. Although our estimates contemplate current conditions and how we expect them to change in the future, it is reasonably possible that in 2009 actual conditions could be worse than anticipated in those estimates, which could materially affect our results of operations and financial condition. Management has made significant estimates in several areas, including the evaluation of other-than-temporary impairment on investment securities (Note 4), allowance for credit losses and purchased credit-impaired (PCI) loans (Note 5), valuing residential mortgage servicing rights (MSRs) (Notes 7 and 8) and financial instruments (Note 12), pension accounting (Note 14) and income taxes. Actual results could differ from those estimates. Among other effects, such changes could result in future impairments of investment securities, increases to the allowance for loan losses, as well as increased future pension expense. On December31, 2008, Wells Fargo acquired Wachovia Corporation (Wachovia). Because the acquisition was completed at the end of 2008, Wachovias results of operations are included in the income statement and average balances beginning in 2009. Wachovias assets and liabilities are included in the consolidated balance sheet beginning on December31, 2008. The accounting policies of Wachovia have been conformed to those of Wells Fargo as described herein. On January1, 2009, the Company adopted new accounting guidance on noncontrolling interests on a retrospective basis for disclosure as required in FASB ASC 810, Consolidation. Accordingly, prior period information reflects the adoption. The guidance requires that noncontrolling interests be reported as a component of total equity. In addition, the consolidated income statement must disclose amounts attributable to both Wells Fargo interests |
Business Combinations
Business Combinations | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Business Combinations [Abstract] | |
Business Combinations | 2. BUSINESS COMBINATIONS We regularly explore opportunities to acquire financial services companies and businesses. Generally, we do not make a public announcement about an acquisition opportunity until a definitive agreement has been signed. In the first nine months of 2009, we completed the acquisitions of a factoring business with total assets of $74million and four insurance brokerage businesses with total assets of $32million. At September30, 2009, we had no pending business combinations. On December31, 2008, we acquired all outstanding shares of Wachovia common stock in a stock-for-stock transaction. Because the transaction closed on the last day of the annual reporting period, certain fair value purchase accounting adjustments were based on data as of an interim period with estimates through year end. Accordingly, we have re-validated and, where necessary, have refined our purchase accounting adjustments. We will continue to update the fair value of net assets acquired for a period of up to one year from the date of the acquisition as we further refine acquisition date fair values. The impact of all changes were recorded to goodwill and increased goodwill by $1.4billion in the first nine months of 2009. This acquisition was nontaxable and, as a result, there is no tax basis in goodwill. Accordingly, none of the goodwill associated with the Wachovia acquisition is deductible for tax purposes. The refined allocation of the purchase price at December31, 2008, is presented in the following table. Purchase Price and Goodwill Dec. 31, 2008 Dec. 31, (in millions) (refined) Refinements 2008 Purchase price: Value of common shares $ 14,621 14,621 Value of preferred shares 8,409 8,409 Other (value of share-based awards and direct acquisition costs) 62 62 Total purchase price 23,092 23,092 Allocation of the purchase price: Wachovia tangible stockholders equity, less prior purchase accounting adjustments and other basis adjustments eliminated in purchase accounting 19,390 (4 ) 19,394 Adjustments to reflect assets acquired and liabilities assumed at fair value: Loans and leases, net (17,921 ) (1,524 ) (16,397 ) Premises and equipment, net (695 ) (239 ) (456 ) Intangible assets 14,582 (158 ) 14,740 Other assets (3,211 ) 233 (3,444 ) Deposits (4,568 ) (134 ) (4,434 ) Accrued expenses and other liabilities (exit, termination and other liabilities) (2,586 ) (987 ) (1,599 ) Long-term debt (227 ) (37 ) (190 ) Deferred taxes 8,171 1,495 6,676 Fair value of net assets acquired 12,935 (1,355 ) 14,290 Goodwill resulting from the merger $ 10,157 1,355 8,802 The increase in goodwill includes the recognition of additional types of costs associated with involuntary employee termination, contract terminations and closing duplic |
Federal Funds Sold, Securities
Federal Funds Sold, Securities Purchased Under Resale Agreements and Other Short Term Investments | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Federal Funds Sold, Securities Purchased Under Resale Agreements and Other Short-Term Investments [Abstract] | |
Federal Funds Sold, Securities Purchased Under Resale Agreements and Other Short-Term Investments | 3. FEDERAL FUNDS SOLD, SECURITIES PURCHASED UNDER RESALE AGREEMENTS AND OTHER SHORT-TERM INVESTMENTS The following table provides the detail of federal funds sold, securities purchased under resale agreements and other short-term investments. Sept. 30 , Dec. 31 , (in millions) 2009 2008 Federal funds sold and securities purchased under resale agreements $ 9,432 8,439 Interest-earning deposits 6,879 39,890 Other short-term investments 1,180 1,104 Total $ 17,491 49,433 For resale agreements, which represent collateralized financing transactions, we hold collateral in the form of securities that we have the right to sell or repledge of $1.3 billion at September30, 2009, and $1.6billion at December31, 2008. These amounts include securities we have sold or repledged to others with a fair value of $483 million and $343million, as of the same dates, respectively. |
Securities Available for Sale
Securities Available for Sale | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Available-for-sale Securities [Abstract] | |
Securities Available for Sale | 4. SECURITIES AVAILABLE FOR SALE The following table provides the cost and fair value for the major categories of securities available for sale. The net unrealized gains (losses)are reported on an after-tax basis as a component of cumulative OCI. There were no securities classified as held to maturity as of the periods presented. Gross Gross unrealized unrealized Fair (in millions) Cost gains losses value December31, 2008 Securities of U.S. Treasury and federal agencies $ 3,187 62 3,249 Securities of U.S. states and political subdivisions 14,062 116 (1,520 ) 12,658 Mortgage-backed securities: Federal agencies 64,726 1,711 (3 ) 66,434 Residential 29,536 11 (4,717 ) 24,830 Commercial 12,305 51 (3,878 ) 8,478 Total mortgage-backed securities 106,567 1,773 (8,598 ) 99,742 Corporate debt securities 7,382 81 (539 ) 6,924 Collateralized debt obligations 2,634 21 (570 ) 2,085 Other (1) (2) 21,363 14 (602 ) 20,775 Total debt securities 155,195 2,067 (11,829 ) 145,433 Marketable equity securities: Perpetual preferred securities 5,040 13 (327 ) 4,726 Other marketable equity securities 1,256 181 (27 ) 1,410 Total marketable equity securities 6,296 194 (354 ) 6,136 Total $ 161,491 2,261 (12,183 ) 151,569 September30, 2009 Securities of U.S. Treasury and federal agencies $ 2,446 57 (7 ) 2,496 Securities of U.S. states and political subdivisions 13,202 839 (411 ) 13,630 Mortgage-backed securities: Federal agencies 83,888 3,615 87,503 Residential (2) 32,958 2,881 (1,747 ) 34,092 Commercial 12,433 665 (1,834 ) 11,264 Total mortgage-backed securities 129,279 7,161 (3,581 ) 132,859 Corporate debt securities 8,400 932 (130 ) 9,202 Collateralized debt obligations 3,194 451 (382 ) 3,263 Other (1) 15,551 1,122 (214 ) 16,459 Total debt securities 172,072 10,562 (4,725 ) 177,909 Marketable equity securities: Perpetual preferred securities 3,918 315 (160 ) 4,073 Other marketable equity securities 1,181 665 (14 ) 1,832 Total marketable equity securities 5,099 980 (174 ) 5,905 Total $ 177,171 11,542 (4,899 ) 183,814 (1) Included in the Other category are asset-backed securities collateralized by auto leases with a cost basis and fair value of $8.6 billion and $9.0 billion, respectively, at September 30, 2009, and $8.3 billion and $7.9 billion, respectively, at Decem |
Loans and Allowance for Credit
Loans and Allowance for Credit Losses | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Loans And Allowance for Credit Losses [Abstract] | |
Loans and Allowance for Credit Losses | 5. LOANS AND ALLOWANCE FOR CREDIT LOSSES The major categories of loans outstanding showing those subject to accounting guidance for PCI loans are presented in the following table. Certain loans acquired in the Wachovia acquisition are subject to the measurement provisions contained in the Receivables topic of the Codification for PCI loans. These include loans with credit deterioration since origination and for which it is probable that we will not collect all contractual principal and interest. PCI loans are initially recorded at fair value, and no allowance is carried over or initially recorded. Outstanding balances of all other loans are presented net of unearned income, net deferred loan fees, and unamortized discount and premium totaling $14,350million at September30, 2009, and $16,891 million, at December31, 2008. Sept. 30, 2009 Dec. 31, 2008 All All PCI other PCI other (in millions) loans loans Total loans loans Total Commercial and commercial real estate: Commercial $ 2,407 167,203 169,610 4,580 197,889 202,469 Real estate mortgage 5,950 97,492 103,442 7,762 95,346 103,108 Real estate construction 4,250 27,469 31,719 4,503 30,173 34,676 Lease financing 14,115 14,115 15,829 15,829 Total commercial and commercial real estate 12,607 306,279 318,886 16,845 339,237 356,082 Consumer: Real estate 1-4 family first mortgage 39,538 193,084 232,622 39,214 208,680 247,894 Real estate 1-4 family junior lien mortgage 425 104,113 104,538 728 109,436 110,164 Credit card 23,597 23,597 23,555 23,555 Other revolving credit and installment 90,027 90,027 151 93,102 93,253 Total consumer 39,963 410,821 450,784 40,093 434,773 474,866 Foreign 1,768 28,514 30,282 1,859 32,023 33,882 Total loans $ 54,338 745,614 799,952 58,797 806,033 864,830 We pledge loans to secure borrowings from the FHLB and the Federal Reserve Bank as part of our liquidity management strategy. Loans pledged where the secured party does not have the right to sell or repledge totaled $322.2 billion at September30, 2009, and $337.5billion at December31, 2008. We did not have any pledged loans where the secured party has the right to sell or repledge at September30, 2009, or at December31, 2008. We consider a loan to be impaired under the loan impairment provisions contained in FASB ASC 310-10 when, based on current information and events, we determine that we will not be able to collect all amounts due according to the loan contract, including scheduled interest payments. We assess and account for as impaired certain nonaccrual commercial, commercial real estate and fo |
Other Assets
Other Assets | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Other Assets [Abstract] | |
Other Assets | 6. OTHER ASSETS The components of other assets were: Sept. 30, Dec. 31, (in millions) 2009 2008 Nonmarketable equity investments: Cost method: Private equity investments $ 2,771 3,040 Federal bank stock 6,163 6,106 Total cost method 8,934 9,146 Equity method 5,978 6,358 Principal investments (1) 1,264 1,278 Total nonmarketable equity investments (2) 16,176 16,782 Corporate/bank-owned life insurance 19,387 18,339 Operating lease assets 2,556 2,251 Accounts receivable 18,610 22,493 Interest receivable 4,705 5,746 Core deposit intangibles 10,961 11,999 Customer relationship and other intangibles 2,519 3,516 Net deferred tax assets 4,091 13,864 Foreclosed assets: GNMA loans (3) 840 667 Other 1,687 1,526 Due from customers on acceptances 931 615 Other 16,364 12,003 Total other assets $ 98,827 109,801 (1) Principal investments are recorded at fair value with realized and unrealized gains (losses)included in net gains (losses)from equity investments in the income statement. (2) Certain amounts in the above table have been reclassified to conform to the current presentation. (3) Consistent with regulatory reporting requirements, foreclosed assets include foreclosed real estate securing GNMA loans. Both principal and interest for GNMA loans secured by the foreclosed real estate are collectible because the GNMA loans are insured by the Federal Housing Administration or guaranteed by the Department of Veterans Affairs. Income related to nonmarketable equity investments was: Quarter ended Sept. 30, Nine months ended Sept. 30, (in millions) 2009 2008 2009 2008 Net gains (losses)from private equity investments (1) $ (95 ) (24 ) (386 ) 340 Net gains (losses)from principal investments 6 (9 ) Net gains (losses)from all other nonmarketable equity investments (37 ) 26 (180 ) 36 Net gains (losses)from nonmarketable equity investments $ (126 ) 2 (575 ) 376 (1) Net gains in 2008 include $334million gain from our ownership in Visa, which completed its initial public offering in March2008. |
Securitizations and Variable In
Securitizations and Variable Interest Entities | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Securitizations and Variable Interest Entities [Abstract] | |
Securitizations and Variable Interest Entities | 7. SECURITIZATIONS AND VARIABLE INTEREST ENTITIES Involvement with SPEs We enter into various types of on- and off-balance sheet transactions with special purpose entities (SPEs) in the normal course of business. SPEs are corporations, trusts or partnerships that are established for a limited purpose. We use SPEs to create sources of financing, liquidity and regulatory capital capacity for the Company, as well as sources of financing and liquidity, and investment products for our clients. Our use of SPEs generally consists of various securitization activities with SPEs whereby financial assets are transferred to an SPE and repackaged as securities or similar interests that are sold to investors. In connection with our securitization activities, we have various forms of ongoing involvement with SPEs, which may include: underwriting securities issued by SPEs and subsequently making markets in those securities; providing liquidity facilities to support short-term obligations of SPEs issued to third party investors; providing credit enhancement on securities issued by SPEs or market value guarantees of assets held by SPEs through the use of letters of credit, financial guarantees, credit default swaps and total return swaps; entering into other derivative contracts with SPEs; holding senior or subordinated interests in SPEs; acting as servicer or investment manager for SPEs; and providing administrative or trustee services to SPEs. The SPEs we use are primarily either qualifying SPEs (QSPEs), which are not consolidated if the criteria described below are met, or variable interest entities (VIEs). To qualify as a QSPE, an entity must be passive and must adhere to significant limitations on the types of assets and derivative instruments it may own and the extent of activities and decision making in which it may engage. For example, a QSPEs activities are generally limited to purchasing assets, passing along the cash flows of those assets to its investors, servicing its assets and, in certain transactions, issuing liabilities. Among other restrictions on a QSPEs activities, a QSPE may not actively manage its assets through discretionary sales or modifications. A VIE is an entity that has either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support or whose equity investors lack the characteristics of a controlling financial interest. A VIE is consolidated by its primary beneficiary, which, under current accounting standards, is the entity that, through its variable interests, absorbs the majority of a VIEs variability. A variable interest is a contractual, ownership or other interest that changes with changes in the fair value of the VIEs net assets. The classifications of assets and liabilities on our balance sheet associated with our transactions with QSPEs and VIEs follow: Transfers that VIEs that we VIEs we account do not that we for as secured (in millions) QSPEs consoli |
Mortgage Banking Activities
Mortgage Banking Activities | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Mortgage Banking Activities [Abstract] | |
Mortgage Banking Activities | 8. MORTGAGE BANKING ACTIVITIES Mortgage banking activities, included in the Community Banking and Wholesale Banking operating segments, consist of residential and commercial mortgage originations and servicing. The changes in residential MSRs measured using the fair value method were: Quarter ended Sept. 30, Nine months ended Sept. 30, (in millions) 2009 2008 2009 2008 Fair value, beginning of period $ 15,690 19,333 14,714 16,763 Purchases 57 191 Acquired from Wachovia (1) 34 Servicing from securitizations or asset transfers 1,517 851 5,045 2,642 Sales (269 ) Net additions 1,517 908 5,079 2,564 Changes in fair value: Due to changes in valuation model inputs or assumptions (2) (2,078 ) (546 ) (2,586 ) 1,788 Other changes in fair value (3) (629 ) (511 ) (2,707 ) (1,931 ) Total changes in fair value (2,707 ) (1,057 ) (5,293 ) (143 ) Fair value, end of period $ 14,500 19,184 14,500 19,184 (1) Reflects refinements to initial December31, 2008, Wachovia purchase accounting adjustments. (2) Principally reflects changes in discount rates and prepayment speed assumptions, mostly due to changes in interest rates. (3) Represents changes due to collection/realization of expected cash flows over time. The changes in amortized commercial MSRs were: Quarter ended Sept. 30, Nine months ended Sept. 30, (in millions) 2009 2008 2009 2008 Balance, beginning of period $ 1,205 442 1,446 466 Purchases (1) 2 10 7 Acquired from Wachovia (2) (135 ) Servicing from securitizations or asset transfers (1) 21 8 43 17 Amortization (64 ) (19 ) (202 ) (57 ) Balance, end of period (3) $ 1,162 433 1,162 433 Fair value of amortized MSRs: Beginning of period $ 1,311 595 1,555 573 End of period 1,277 622 1,277 622 (1) Based on September30, 2009, assumptions, the weighted-average amortization period for MSRs added during the third quarter and first nine months of 2009 was approximately 19.9years and 17.7years, respectively. (2) Reflects refinements to initial December31, 2008, Wachovia purchase accounting adjustments. (3) There was no valuation allowance recorded for the periods presented. Commercial MSRs are evaluated for impairment purposes by the following asset classes: agency and non-agency commercial mortgage-backed securities (MBS), and loans. The components of our managed servicing portfolio were: Sept. 30, Dec. 31, (in billions) 2009 2008 Residential mortgage loans serviced for others (1) $ 1,419 1,388 |
Intangible Assets
Intangible Assets | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Intangible Assets [Abstract] | |
Intangible Assets | 9. INTANGIBLE ASSETS The gross carrying value of intangible assets and accumulated amortization was: Sept. 30, 2009 Dec. 31, 2008 Gross Gross carrying Accumulated carrying Accumulated (in millions) value amortization value amortization Amortized intangible assets: MSRs (1) $ 1,588 426 1,672 226 Core deposit intangibles 14,738 3,777 14,188 2,189 Customer relationship and other intangibles 3,347 842 3,988 486 Total amortized intangible assets $ 19,673 5,045 19,848 2,901 MSRs (carried at fair value)(1) $ 14,500 14,714 Goodwill 24,052 22,627 Trademark 14 14 (1) See Note 8 in this Report for additional information on MSRs. The current year and estimated future amortization expense for intangible assets as of September30, 2009, follows: Customer Amortized Core relationship commercial deposit and other (in millions) MSRs intangibles intangibles (1) Total Nine months ended September30, 2009 (actual) $ 202 1,590 356 2,148 Estimate for year ended December31, 2009 $ 264 2,114 474 2,852 2010 225 1,813 379 2,417 2011 197 1,544 319 2,060 2012 159 1,352 300 1,811 2013 124 1,202 278 1,604 2014 106 1,078 260 1,444 (1) Includes amortization of lease intangibles reported in occupancy expense of $6million for the first nine months of 2009, and estimated amortization of $8million for 2009, $7million for 2010, $7million for 2011, $7million for 2012, $3million for 2013, and $3million for 2014. We based our projections of amortization expense shown above on existing asset balances at September30, 2009. Future amortization expense may vary from these projections. For our goodwill impairment analysis, we allocate all of the goodwill to the individual operating segments. As a result of the combination of Wells Fargo and Wachovia, management realigned its business segments into the following three lines of business: Community Banking; Wholesale Banking; and Wealth, Brokerage and Retirement. As part of this realignment, we updated our reporting units. We identify reporting units that are one level below an operating segment (referred to as a component), and distinguish these reporting units as those components are based on how the segments and components are managed, taking into consideration the economic characteristics, nature of the products and customers of the components. We allocate goodwill to reporting units based on relative fair value, using certain performance metrics. We have revised prior period information to reflect this realignment. See Note 16 in this Report for further information on management reporting. The f |
Guarantees and Legal Actions
Guarantees and Legal Actions | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Guarantees and Legal Actions [Abstract] | |
Guarantees and Legal Actions | 10. GUARANTEES AND LEGAL ACTIONS Guarantees Guarantees are contracts that contingently require us to make payments to a guaranteed party based on an event or a change in an underlying asset, liability, rate or index. Guarantees are generally in the form of securities lending indemnifications, standby letters of credit, liquidity agreements, written put options, recourse obligations, residual value guarantees, and contingent consideration. The following table shows carrying value, maximum exposure to loss on our guarantees and the amount with a higher risk of performance. Sept. 30, 2009 Dec. 31, 2008 Maximum Non- Maximum Non- Carrying exposure investment Carrying exposure investment (in millions) value to loss grade value to loss grade Standby letters of credit $ 145 50,895 21,861 130 47,191 17,293 Securities lending and other indemnifications 51 25,968 5,142 30,120 1,907 Liquidity agreements (1) 76 9,670 30 17,602 Written put options (1)(2) 894 8,125 4,708 1,376 10,182 5,314 Loans sold with recourse 84 5,501 2,463 53 6,126 2,038 Residual value guarantees 8 197 1,121 Contingent consideration 9 142 101 11 187 Other guarantees 68 38 Total guarantees $ 1,267 100,566 34,275 1,600 112,567 26,552 (1) Certain of these agreements are related to off-balance sheet entities and, accordingly, are also disclosed in Note 7. (2) Written put options, which are in the form of derivatives, are also included in the derivative disclosures in Note 11. Maximum exposure to loss and Non-investment grade are required disclosures under GAAP. Non-investment grade represents those guarantees on which we have a higher risk of being required to perform under the terms of the guarantee. If the underlying assets under the guarantee are non-investment grade (that is, an external rating that is below investment grade or an internal credit default grade that is equivalent to a below investment grade external rating), we consider the risk of payment of performance to be high. Internal credit default grades are determined based upon the same credit policies that we use to evaluate the risk of payment or performance when making loans and other extensions of credit. These credit policies are more fully described in Note 5 in this Report. Maximum exposure to loss represents the estimated loss that would be incurred under an assumed hypothetical circumstance, despite what we believe is its extremely remote possibility, where the value of our interests and any associated collateral declines to zero, without any consideration of recovery or offset from any economic hedges. Accordingly, this required disclosure is not an indication of expected loss. We believe the carrying value, which is either |
Derivatives
Derivatives | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Derivatives [Abstract] | |
Derivatives | 11. DERIVATIVES We use derivatives to manage exposure to market risk, interest rate risk, credit risk and foreign currency risk, to generate profits from proprietary trading and to assist customers with their risk management objectives. Derivative transactions are measured in terms of the notional amount, but this amount is not recorded in the balance sheet and is not, when viewed in isolation, a meaningful measure of the risk profile of the instruments. The notional amount is generally not exchanged, but is used only as the basis on which interest and other payments are determined. Our approach to managing interest rate risk includes the use of derivatives. This helps minimize significant, unplanned fluctuations in earnings, fair values of assets and liabilities, and cash flows caused by interest rate volatility. This approach involves modifying the repricing characteristics of certain assets and liabilities so that changes in interest rates do not have a significant adverse effect on the net interest margin and cash flows. As a result of interest rate fluctuations, hedged assets and liabilities will gain or lose market value. In a fair value hedging strategy, the effect of this unrealized gain or loss will generally be offset by the gain or loss on the derivatives linked to the hedged assets and liabilities. In a cash flow hedging strategy, we manage the variability of cash payments due to interest rate fluctuations by the effective use of derivatives linked to hedged assets and liabilities. We use derivatives that are designated as qualifying hedge contracts as defined by the Derivatives and Hedging topic in the Codification as part of our interest rate and foreign currency risk management, including interest rate swaps, caps and floors, futures and forward contracts, and options. We also offer various derivatives, including interest rate, commodity, equity, credit and foreign exchange contracts, to our customers but usually offset our exposure from such contracts by purchasing other financial contracts. The customer accommodations and any offsetting financial contracts are treated as free-standing derivatives. Free-standing derivatives also include derivatives we enter into for risk management that do not otherwise qualify for hedge accounting, including economic hedge derivatives. To a lesser extent, we take positions based on market expectations or to benefit from price differentials between financial instruments and markets. Additionally, free-standing derivatives include embedded derivatives that are required to be separately accounted for from their host contracts. Our derivative activities are monitored by the Corporate Asset/Liability Management Committee (Corporate ALCO). Our Treasury function, which includes asset/liability management, is responsible for various hedging strategies developed through analysis of data from financial models and other internal and industry sources. We incorporate the resulting hedging strategies into our overall interest rate risk management and trading strategies. The total notional or contractual amounts and fair values for derivatives were: |
Fair Values of Assets and Liabi
Fair Values of Assets and Liabilities | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Fair Values of Assets and Liabilities [Abstract] | |
Fair Values of Assets and Liabilities | 12. FAIR VALUES OF ASSETS AND LIABILITIES We use fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Trading assets, securities available for sale, derivatives, prime residential mortgages held for sale (MHFS), certain commercial loans held for sale (LHFS), residential MSRs, principal investments and securities sold but not yet purchased (short sale liabilities) are recorded at fair value on a recurring basis. Additionally, from time to time, we may be required to record at fair value other assets on a nonrecurring basis, such as nonprime residential and commercial MHFS, certain LHFS, loans held for investment and certain other assets. These nonrecurring fair value adjustments typically involve application of lower-of-cost-or-market accounting or write-downs of individual assets. We adopted new guidance impacting FASB ASC 820-10 effective January1, 2009, which addresses measuring fair value in situations where markets are inactive and transactions are not orderly. Under the Fair Value Measurement and Disclosures topic of the Codification, transaction or quoted prices for assets or liabilities in inactive markets may require adjustment due to the uncertainty of whether the underlying transactions are orderly. Prior to our adoption of the new provisions for measuring fair value, we primarily used unadjusted independent vendor or broker quoted prices to measure fair value for substantially all securities available for sale. In connection with the change in guidance for fair value measurement, we developed policies and procedures to determine when the level and volume of activity for our assets and liabilities requiring fair value measurements has significantly declined relative to normal conditions. For such items that use price quotes, such as certain security classes within securities available for sale, the degree of market inactivity and distressed transactions was analyzed to determine the appropriate adjustment to the price quotes. The security classes where we considered the market to be less orderly included non-agency residential mortgage-backed securities, commercial mortgage-backed securities, collateralized debt obligations, home equity asset-backed securities, auto asset-backed securities and credit card-backed securities. The methodology used to adjust the quotes involved weighting the price quotes and results of internal pricing techniques such as the net present value of future expected cash flows (with observable inputs, where available) discounted at a rate of return market participants require. The significant inputs utilized in the internal pricing techniques, which were estimated by type of underlying collateral, included credit loss assumptions, estimated prepayment speeds and appropriate discount rates. The more active and orderly markets for particular security classes were determined to be, the more weighting assigned to price quotes. The less active and orderly markets were determined to be, the less weighting assigned to price quotes. For the impact of the new fair value measurement provisions contained in FASB ASC 820-10, see No |
Preferred Stock
Preferred Stock | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Preferred Stock [Abstract] | |
Preferred Stock | 13. PREFERRED STOCK We are authorized to issue 20million shares of preferred stock and 4million shares of preference stock, both without par value. Preferred shares outstanding rank senior to common shares both as to dividends and liquidation preference but have no general voting rights. We have not issued any preference shares under this authorization. The following table provides detail of preferred stock. Sept. 30, 2009 Dec. 31, 2008 Shares issued and Carrying Carrying (in millions, except shares) outstanding Par value value Discount value Discount SeriesD (1) Fixed Rate Cumulative Perpetual Preferred Stock, SeriesD, $1,000,000 liquidation preference per share, 25,000 shares authorized 25,000 $ 25,000 23,039 1,961 22,741 2,259 DEP Shares Dividend Equalization Preferred Shares, $10 liquidation preference per share, 97,000 shares authorized 96,546 SeriesJ (1)(2) 8.00% Non-Cumulative Perpetual ClassA Preferred Stock, SeriesJ, $1,000 liquidation preference per share, 2,300,000 shares authorized 2,150,375 2,150 1,995 155 1,995 155 SeriesK (1)(2) 7.98% Fixed-to-Floating Non-Cumulative Perpetual ClassA Preferred Stock, SeriesK, $1,000 liquidation preference per share, 3,500,000 shares authorized 3,352,000 3,352 2,876 476 2,876 476 SeriesL (1)(2) 7.50% Non-Cumulative Perpetual Convertible ClassA Preferred Stock, SeriesL, $1,000 liquidation preference per share, 4,025,000 shares authorized 3,968,000 3,968 3,200 768 3,200 768 Total 9,591,921 $ 34,470 31,110 3,360 30,812 3,658 (1) SeriesD, J, K and L preferred shares qualify as Tier 1 capital. (2) In conjunction with the acquisition of Wachovia, at December31, 2008, shares of SeriesJ, K and L perpetual preferred stock were converted into shares of a corresponding series of Wells Fargo preferred stock having substantially the same rights and preferences. The carrying value is par value adjusted to fair value in purchase accounting. In addition to the preferred stock issued and outstanding described in the table above, we have the following preferred stock authorized with no shares issued and outstanding: SeriesA Non-Cumulative Perpetual Preferred Stock, SeriesA, $100,000 liquidation preference per share, 25,001 shares authorized SeriesB Non-Cumulative Perpetual Preferred Stock, SeriesB, $100,000 liquidation preference per share, 17,501 shares authorized SeriesG 7.25% ClassA Preferred Stock, SeriesG, $15,000 liquidation preference per share, 50,000 shares authorized SeriesH Floating ClassA Preferred Stock, SeriesH, $20,000 liquidation preference per share, 50,000 shares authorized SeriesI |
Employee Benefits
Employee Benefits | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Employee Benefits [Abstract] | |
Employee Benefits | 14. EMPLOYEE BENEFITS We sponsor noncontributory qualified defined benefit retirement plans including the Wells Fargo Company Cash Balance Plan (Cash Balance Plan), which covers eligible employees of legacy Wells Fargo, and the Wachovia Corporation Pension Plan (Pension Plan), a cash balance plan that covers eligible employees of the Wachovia Corporation. The net periodic benefit cost was: 2009 2008 Pension benefits Pension benefits Non- Other Non- Other (in millions) Qualified qualified benefits Qualified qualified benefits Quarter ended September30, Service cost $ 2 4 73 4 3 Interest cost 150 11 20 69 5 10 Expected return on plan assets (160 ) (7 ) (119 ) (10 ) Amortization of net actuarial loss (1) 20 3 Amortization of prior service cost (1 ) (1 ) (1 ) Curtailment gain Net periodic benefit cost $ 12 11 16 23 11 2 Nine months ended September30, Service cost $ 209 8 10 219 11 10 Interest cost 444 32 62 207 16 30 Expected return on plan assets (483 ) (21 ) (358 ) (30 ) Amortization of net actuarial loss (1) 174 3 2 10 Amortization of prior service cost (3 ) (3 ) (4 ) (3 ) Curtailment gain (32 ) (35 ) Net periodic benefit cost $ 312 5 50 68 33 7 (1) Net actuarial loss is generally amortized over five years. On April28, 2009, the Board of Directors approved amendments to freeze the benefits earned under the Wells Fargo qualified and supplemental Cash Balance Plans and the Pension Plan, and to merge the Pension Plan into the qualified Cash Balance Plan. These actions became effective on July1, 2009. Freezing and merging the above plans resulted in a re-measurement of the pension obligations and plan assets as of April30, 2009. Freezing and re-measuring decreased the pension obligations by approximately $945million and decreased cumulative OCI by approximately $725million pre tax ($456 million after tax) in second quarter 2009. The re-measurement resulted in a decrease in the fair value of plan assets of approximately $150million. We used a discount rate of 7.75% for the April 30, 2009, re-measurement based on our consistent methodology of determining our discount rate based on an established yield curve developed by our outside actuarial firm. This methodology incorporates a broad group of top quartile Aa or higher rated bonds. We determined the discount rate by matching this yield curve with the timing and amounts of the expected benefit payments for our plans. As a result of freezing our pension plans, we revised ou |
Earnings Per Common Share
Earnings Per Common Share | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Earnings Per Common Share [Abstract] | |
Earnings Per Common Share | 15. EARNINGS PER COMMON SHARE The table below shows earnings per common share and diluted earnings per common share, and reconciles the numerator and denominator of both earnings per common share calculations. Quarter ended Sept. 30 , Nine months ended Sept. 30 , (in millions, except per share amounts) 2009 2008 2009 2008 Wells Fargo net income (numerator) $ 3,235 1,637 9,452 5,389 Less: Preferred stock dividends and accretion (598 ) (1,856 ) Wells Fargo net income applicable to common stock (numerator) $ 2,637 1,637 7,596 5,389 Earnings per common share Average common shares outstanding (denominator) 4,678.3 3,316.4 4,471.2 3,309.6 Per share $ 0.56 0.49 1.70 1.63 Diluted earnings per common share Average common shares outstanding 4,678.3 3,316.4 4,471.2 3,309.6 Add: Stock options 27.7 14.5 13.8 13.7 Restricted share rights 0.4 0.1 0.3 0.1 Diluted average common shares outstanding (denominator) 4,706.4 3,331.0 4,485.3 3,323.4 Per share $ 0.56 0.49 1.69 1.62 At September30, 2009, options and warrants to purchase 284.5million and 110.3million shares, respectively, were outstanding but not included in the calculation of diluted earnings per common share because the exercise price was higher than the market price, and therefore were antidilutive. At September30, 2008, options to purchase 173.7million shares were antidilutive and, accordingly, were not included on a share-equivalent basis in the calculation of diluted earnings per common share. |
Operating Segments
Operating Segments | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Operating Segments [Abstract] | |
Operating Segments | 16. OPERATING SEGMENTS As a result of the combination of Wells Fargo and Wachovia, in first quarter 2009, management realigned its segments into the following three lines of business for management reporting: Community Banking; Wholesale Banking; and Wealth, Brokerage and Retirement. The results for these lines of business are based on our management accounting process, which assigns balance sheet and income statement items to each responsible operating segment. This process is dynamic and, unlike financial accounting, there is no comprehensive, authoritative guidance for management accounting equivalent to GAAP. The management accounting process measures the performance of the operating segments based on our management structure and is not necessarily comparable with similar information for other financial services companies. We define our operating segments by product type and customer segment. If the management structure and/or the allocation process changes, allocations, transfers and assignments may change. We revised prior period information to reflect the first quarter 2009 realignment of our operating segments; however, because the acquisition was completed on December31, 2008, Wachovias results are not included in the income statement or in average balances for periods prior to 2009. Community Banking offers a complete line of diversified financial products and services to consumers and small businesses with annual sales generally up to $20million in which the owner generally is the financial decision maker. Community Banking also offers investment management and other services to retail customers and securities brokerage through affiliates. These products and services include the Wells Fargo Advantage FundsSM, a family of mutual funds. Loan products include lines of credit, equity lines and loans, equipment and transportation (recreational vehicle and marine) loans, education loans, origination and purchase of residential mortgage loans and servicing of mortgage loans and credit cards. Other credit products and financial services available to small businesses and their owners include receivables and inventory financing, equipment leases, real estate financing, Small Business Administration financing, venture capital financing, cash management, payroll services, retirement plans, Health Savings Accounts and merchant payment processing. Consumer and business deposit products include checking accounts, savings deposits, market rate accounts, Individual Retirement Accounts, time deposits and debit cards. Community Banking serves customers through a complete range of channels, including traditional banking stores, in-store banking centers, business centers, ATMs, and Wells Fargo Customer Connection, a 24-hours a day, seven days a week telephone service. Online banking services include single sign-on to online banking, bill pay and brokerage, as well as online banking for small business. Community Banking also includes Wells Fargo Financial consumer finance and auto finance operations. Consumer finance operations make real estate loans to individuals in the United States and the Pacific Rim, and also make direct consumer |
Condensed Consolidating Financi
Condensed Consolidating Financial Statements | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Financial Statements [Abstract] | |
Condensed Consolidating Financial Statements | 17. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS Following are the condensed consolidating financial statements of the Parent and Wells Fargo Financial, Inc. and its wholly-owned subsidiaries (WFFI). Condensed Consolidating Statement of Income Quarter ended Sept. 30, 2009 Other consolidating Consolidated (in millions) Parent WFFI subsidiaries Eliminations Company Dividends from subsidiaries: Bank $ 2,411 (2,411 ) Nonbank 200 (200 ) Interest income from loans 827 9,346 (3 ) 10,170 Interest income from subsidiaries 480 (480 ) Other interest income 104 27 3,662 5 3,798 Total interest income 3,195 854 13,008 (3,089 ) 13,968 Deposits 917 (12 ) 905 Short-term borrowings 32 11 156 (167 ) 32 Long-term debt 761 304 592 (356 ) 1,301 Other interest expense 46 46 Total interest expense 793 315 1,711 (535 ) 2,284 Net interest income 2,402 539 11,297 (2,554 ) 11,684 Provision for credit losses 463 5,648 6,111 Net interest income after provision for credit losses 2,402 76 5,649 (2,554 ) 5,573 Noninterest income Fee income nonaffiliates 32 5,844 5,876 Other 339 57 5,186 (676 ) 4,906 Total noninterest income 339 89 11,030 (676 ) 10,782 Noninterest expense Salaries and benefits 29 42 6,442 6,513 Other 110 179 5,589 (707 ) 5,171 Total noninterest expense 139 221 12,031 (707 ) 11,684 Income (loss)before income tax expense (benefit)and equity in undistributed income of subsidiaries 2,602 (56 ) 4,648 (2,523 ) 4,671 Income tax expense (benefit) (175 ) (18 ) 1,548 1,355 Equity in undistributed income of subsidiaries 458 (458 ) Net income (loss)before noncontrolling interests 3,235 (38 ) 3,100 (2,981 ) 3,316 Less: Net income from noncontrolling interests 1 80 81 Parent, WFFI, Other and Wells Fargo net income (loss) $ 3,235 (39 ) 3,020 (2,981 ) 3,235 Condensed Consolidating Statement of Income Quarter ended Sept. 30, 2008 Other consolidating Consolidated (in millions) Parent WFFI subsidiaries Eliminations Company Dividends from subsidiaries: Bank $ 501 (501 ) Nonbank |
Regulatory and Agency Capital R
Regulatory and Agency Capital Requirements | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Regulatory and Agency Capital Requirements [Abstract] | |
Regulatory and Agency Capital Requirements | 18. REGULATORY AND AGENCY CAPITAL REQUIREMENTS The Company and each of its subsidiary banks and thrifts are subject to various regulatory capital adequacy requirements administered by the Federal Reserve Board (FRB), the Office of the Comptroller of the Currency and the Office of Thrift Supervision, respectively. We do not consolidate our wholly-owned trusts (the Trusts) formed solely to issue trust preferred securities. At September30, 2009, the amount of trust preferred securities and perpetual preferred purchase securities issued by the Trusts that was includable in Tier 1 capital in accordance with FRB risk-based capital guidelines was approximately $19.3billion. The junior subordinated debentures held by the Trusts were included in the Companys long-term debt. To be well capitalized under the FDICIA For capital prompt corrective Actual adequacy purposes action provisions (in billions) Amount Ratio Amount Ratio Amount Ratio As of September30, 2009: Total capital (to risk-weighted assets) Wells Fargo Company $ 150.1 14.66 % $ 81.9 8.00 % Wells Fargo Bank, N.A. 53.5 11.82 36.2 8.00 $ 45.3 10.00 % Wachovia Bank, N.A. 60.9 13.60 35.8 8.00 44.8 10.00 Tier 1 capital (to risk-weighted assets) Wells Fargo Company 108.8 10.63 41.0 4.00 Wells Fargo Bank, N.A. 38.1 8.41 18.1 4.00 27.2 6.00 Wachovia Bank, N.A. 39.6 8.85 17.9 4.00 26.9 6.00 Tier 1 capital (to average assets) (Leverage ratio) Wells Fargo Company 108.8 9.03 48.2 4.00 (1) Wells Fargo Bank, N.A. 38.1 7.13 21.4 4.00 (1) 26.7 5.00 Wachovia Bank, N.A. 39.6 7.87 20.2 4.00 (1) 25.2 5.00 (1) The leverage ratio consists of Tier 1 capital divided by quarterly average total assets, excluding goodwill and certain other items. The minimum leverage ratio guideline is 3% for banking organizations that do not anticipate significant growth and that have well-diversified risk, excellent asset quality, high liquidity, good earnings, effective management and monitoring of market risk and, in general, are considered top-rated, strong banking organizations. Certain subsidiaries of the Com |