e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2006
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 001-2979
WELLS FARGO & COMPANY
(Exact name of registrant as specified in its charter)
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Delaware
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41-0449260 |
(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.) |
420 Montgomery Street, San Francisco, California 94104
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: 1-866-249-3302
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 þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ Accelerated filer o Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes o No þ
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of
the latest practicable date.
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Shares Outstanding |
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April 28, 2006 |
Common stock, $1-2/3 par value
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1,680,014,018 |
FORM 10-Q
CROSS-REFERENCE INDEX
1
PART I FINANCIAL INFORMATION
FINANCIAL REVIEW
SUMMARY FINANCIAL DATA
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% Change |
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Quarter ended |
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Mar. 31, 2006 from |
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Mar. 31 |
, |
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Dec. 31 |
, |
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Mar. 31 |
, |
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Dec. 31 |
, |
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Mar. 31 |
, |
($ in millions, except per share amounts) |
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2006 |
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2005 |
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2005 |
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2005 |
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2005 |
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Net income |
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$ |
2,018 |
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$ |
1,930 |
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$ |
1,856 |
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5 |
% |
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9 |
% |
Diluted earnings per common share |
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1.19 |
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1.14 |
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1.08 |
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4 |
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10 |
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Profitability ratios (annualized) |
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Net income to average total assets (ROA) |
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1.72 |
% |
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1.63 |
% |
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1.75 |
% |
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6 |
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(2 |
) |
Net income applicable to common stock to
average common stockholders equity (ROE) |
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19.89 |
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19.22 |
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19.60 |
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3 |
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1 |
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59.3 |
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57.5 |
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58.0 |
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3 |
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2 |
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$ |
8,555 |
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$ |
8,492 |
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$ |
8,089 |
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1 |
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6 |
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Dividends declared per common share |
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.52 |
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.52 |
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.48 |
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8 |
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Average common shares outstanding |
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1,679.2 |
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1,675.4 |
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1,695.4 |
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(1 |
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Diluted average common shares outstanding |
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1,697.9 |
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1,693.9 |
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1,715.7 |
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(1 |
) |
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$ |
311,132 |
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$ |
305,696 |
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$ |
287,282 |
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2 |
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8 |
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Average assets |
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475,195 |
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468,481 |
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430,990 |
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1 |
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10 |
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Average core deposits (2) |
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254,012 |
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253,386 |
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231,847 |
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10 |
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Average retail core deposits (3) |
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212,921 |
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210,729 |
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192,621 |
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1 |
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11 |
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4.85 |
% |
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4.84 |
% |
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4.87 |
% |
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Securities available for sale |
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$ |
51,195 |
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$ |
41,834 |
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$ |
31,685 |
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22 |
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62 |
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Loans |
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306,676 |
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310,837 |
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290,588 |
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(1 |
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6 |
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Allowance for loan losses |
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3,845 |
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3,871 |
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3,783 |
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(1 |
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2 |
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Goodwill |
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11,050 |
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10,787 |
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10,645 |
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2 |
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4 |
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Assets |
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492,428 |
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481,741 |
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435,643 |
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2 |
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13 |
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Core deposits (2) |
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258,142 |
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253,341 |
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234,984 |
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2 |
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10 |
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Stockholders equity |
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41,961 |
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40,660 |
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38,477 |
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3 |
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9 |
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Tier 1 capital (4) |
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32,758 |
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31,724 |
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29,830 |
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3 |
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10 |
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Total capital (4) |
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45,331 |
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44,687 |
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43,963 |
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1 |
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3 |
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Stockholders equity to assets |
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8.52 |
% |
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8.44 |
% |
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8.83 |
% |
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1 |
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(4 |
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Risk-based capital (4) |
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Tier 1 capital |
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8.30 |
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8.26 |
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8.40 |
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(1 |
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Total capital |
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11.49 |
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11.64 |
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12.37 |
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(1 |
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(7 |
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Tier 1 leverage (4) |
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7.13 |
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6.99 |
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7.17 |
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2 |
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(1 |
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Book value per common share |
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$ |
25.02 |
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$ |
24.25 |
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$ |
22.76 |
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3 |
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10 |
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Team members (active, full-time equivalent) |
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152,000 |
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153,500 |
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147,000 |
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(1 |
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3 |
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High |
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$ |
65.51 |
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$ |
64.70 |
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$ |
62.75 |
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1 |
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4 |
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Low |
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60.62 |
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57.62 |
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58.15 |
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5 |
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4 |
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Period end |
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63.87 |
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62.83 |
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59.80 |
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2 |
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7 |
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(1) |
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The efficiency ratio is noninterest expense divided by total revenue (net interest
income and noninterest income). |
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(2) |
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Core deposits are noninterest-bearing deposits, interest-bearing checking, savings
certificates, and market rate and other savings. |
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(3) |
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Retail core deposits are total core deposits excluding Wholesale Banking core deposits and
retail mortgage escrow deposits. |
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(4) |
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See Note 18 (Regulatory and Agency Capital Requirements) to Financial Statements for additional
information. |
2
This Report on Form 10-Q for the quarter ended March 31, 2006, including the Financial Review
and the Financial Statements and related Notes, has forward-looking statements, which may include
forecasts of our financial results and condition, expectations for our operations and business, and
our assumptions for those forecasts and expectations. Do not unduly rely on forward-looking
statements. Actual results might differ significantly from our forecasts and expectations due to
several factors. Some of these factors are described in the Financial Review and in the Financial
Statements and related Notes. For a discussion of other factors, refer to the Risk Factors
section in this Report and to the Risk Factors and Regulation and Supervision sections of our
Annual Report on Form 10-K for the year ended December 31, 2005 (2005 Form 10-K), filed with the
Securities and Exchange Commission (SEC) and available on the SECs website at www.sec.gov.
OVERVIEW
Wells Fargo & Company is a $492 billion diversified financial services company providing banking,
insurance, investments, mortgage banking and consumer finance through banking stores, the internet
and other distribution channels to consumers, businesses and institutions in all 50 states of the
U.S. and in other countries. We ranked fifth in assets and fourth in market value of our common
stock among U.S. bank holding companies at March 31, 2006. When we refer to the Company, we,
our and us in this Report, we mean Wells Fargo & Company and Subsidiaries (consolidated). When
we refer to the Parent, we mean Wells Fargo & Company.
In first quarter 2006, we achieved record diluted earnings per share of $1.19, up 10% from a year
ago, and record net income of $2.0 billion, up 9% from a year ago. First quarter 2006 results were
reduced by $52 million, or $.02 per share, for expensing stock options for the first time as
required under Statement of Financial Accounting Standards No. 123R, Share-Based Payment (FAS
123R). Due to $33 million for immediate expensing of stock options for retirement-eligible team
members, the $.02 per share for stock option expense in first quarter was $.01 per share more than
our expected $.01 per share quarterly option expense for the remainder of 2006.
During first quarter 2006, we adopted fair value accounting for residential mortgage servicing
rights (MSRs), which resulted in an addition to equity of $158 million pre tax ($101 million after
tax). This was offset by $184 million in net MSRs valuation losses recorded in earnings (higher
MSRs valuation during the quarter less economic hedging losses in a rising rate environment). As
previously announced, we sold Island Finances operations in Puerto Rico, which resulted in a
pre-tax gain of $127 million.
Our first quarter 2006 results reflected a continuation of the same trends we have seen for many
quarters double-digit earnings growth, with quarterly net income exceeding $2.0 billion for the
first time. We had solid, broad-based, and, in many businesses, accelerating revenue growth, with
revenue in businesses other than Wells Fargo Home Mortgage (Home Mortgage) up a combined 17% from a
year ago. Our net interest margin was stable and reflected our success in growing core deposits as
well as actions we took in 2005 and in first quarter 2006 to shed lower-yielding assets and boost
earning asset yields, including sales of $51 billion of adjustable rate mortgages (ARMs) during the
same periods. Credit quality was exceptionally strong and we continued to invest for future growth
by adding more sales personnel, more stores and new technology and by sales, at a loss, of our
lowest-yielding ARMs and debt securities. Many of our businesses achieved double-digit,
year-over-year profit growth, including businesses that serve
3
our retail and small business customers in Community Banking our regional banking groups, credit
card, business direct, education financial services, and corporate trust; businesses that serve
mid-sized and large corporations in Wholesale Banking commercial banking, asset management,
commercial real estate, international financial services, insurance, Eastdil Secured and
specialized financial services; and our consumer finance business, Wells Fargo Financial.
Our vision is to satisfy all the financial needs of our customers, help them succeed financially,
be recognized as the premier financial services company in our markets and be one of Americas
great companies. Our primary strategy to achieve this vision is to increase the number of products
our customers buy from us and to give them all of the financial products that fulfill their needs.
Our cross-sell strategy and diversified business model facilitate growth in strong and weak
economic cycles, as we can grow by expanding the number of products our current customers have with
us. Our average retail banking household now has a record 4.9 products with us and our average
Wholesale Banking customer has 5.7 products. Our goal is eight products per customer, which is
currently half of our estimate of potential demand. Our core products grew this quarter compared
with a year ago, with average loans up 8%, average core deposits up 10% and assets managed and
administered up 16%. Our owned servicing portfolio surpassed $1 trillion in first quarter 2006,
reaching a record $1.04 trillion at March 31, 2006.
We believe it is important to maintain a well-controlled environment as we continue to grow our
businesses. We manage our credit risk by maintaining prudent credit policies for underwriting and
effective procedures for monitoring and review. We manage the interest rate and market risks
inherent in our asset and liability balances within prudent ranges, while ensuring adequate
liquidity and funding. Our stockholder value has increased over time due to customer satisfaction,
strong financial results, investment in our businesses and the prudent way we attempt to manage our
business risks.
Our financial results included the following:
Net income for first quarter 2006 increased 9% to $2.02 billion from $1.86 billion for first
quarter 2005. Diluted earnings per share for first quarter 2006 increased 10%, from $1.08 for first
quarter 2005. Return on average assets (ROA) was 1.72% and return on average common equity (ROE)
was 19.89% for first quarter 2006.
Net interest income on a taxable-equivalent basis increased 9% to $4.89 billion for first quarter
2006 on 9% earning assets growth, from $4.48 billion for first quarter 2005. Despite the flat to
inverted yield curve during the quarter, the net interest margin was 4.85% for first quarter 2006,
compared with 4.87% for first quarter 2005. Our margin has remained relatively stable in the last
year and reflected our ability to continue to grow checking and savings deposits, and the benefit
of our balance sheet repositioning actions, including the sale of our lowest-yielding ARMs and debt
securities.
Noninterest income increased 1% to $3.69 billion for first quarter 2006, from $3.64 billion for
first quarter 2005. Excluding mortgage banking, noninterest income increased 16% from first quarter
2005, reflecting strong year-over-year growth in service charges on deposit accounts, up 8%; trust
and investment fees, up 10%; other fees, largely loan-related, up 8%; insurance, up 8%; and equity
investments, up $119 million. First quarter 2006 results also included the $127 million gain
related to the sale of Island Finances operations in Puerto Rico, $9 million in
4
losses related to the sale of ARMs and $35 million in net debt securities losses related to repositioning
for higher debt securities yields in our corporate and Home Mortgage portfolios. Mortgage banking
noninterest income declined $399 million, due to the $184 million net MSRs valuation loss that was
recorded to earnings ($522 million fair value gain less $706 million economic hedging loss),
compared with a $271 million valuation allowance release (income) and an $85 million ineffective
hedge gain in first quarter 2005.
Revenue, the sum of net interest income and noninterest income, grew $466 million, or 6%, to $8.56
billion in first quarter 2006 from $8.09 billion in first quarter 2005. Home Mortgage revenue
declined $665 million from $1.5 billion in first quarter 2005 to $853 million in first quarter
2006. Combined revenue of businesses other than Home Mortgage grew 17% from first quarter 2005 to
first quarter 2006. Revenue growth was broad based and included double-digit, year-over-year growth
in regional banking, Wells Fargo Financial, and many of our wholesale and commercial businesses.
Revenue growth was driven by continued growth in average loans (up 8% in total year-over-year and
up 17% excluding real estate 1-4 family first mortgage loans, the loan category impacted by our
ARMs sales,) and in average core deposits (up 10% year over year), a stable net interest margin and
growth in assets under management, up 16% year over year.
Noninterest expense was $5.07 billion for first quarter 2006, up $382 million, or 8%, from first
quarter 2005. The increase was primarily driven by continued investment in our businesses, both
additional sales personnel and new stores. During the quarter, we opened 23 regional banking
stores, two commercial banking offices and renovated 72 banking stores. Noninterest expense
included $52 million, or $.02 a share, in stock option expense as required under FAS 123R.
Net charge-offs for first quarter 2006 were $433 million (.56% of average loans outstanding,
annualized), compared with $703 million (.91%) during fourth quarter 2005, which included $171
million (.22%) for incremental bankruptcies above normalized levels, and $585 million (.83%) during
first quarter 2005, which included $163 million (.23%) related to changes in loss recognition rules
at Wells Fargo Financial to conform to Federal Financial Institutions Examination Council (FFIEC)
bank standards for recognizing credit losses. After the October 2005 legislation change, personal
bankruptcy levels fell significantly below historic run rates and remained at this low level during
first quarter 2006.
The allowance for credit losses, which consists of the allowance for loan losses and the reserve
for unfunded credit commitments, was $4.03 billion, or 1.31% of total loans, at March 31, 2006,
compared with $4.06 billion, or 1.31%, at December 31, 2005, and $3.95 billion, or 1.36%, at March
31, 2005.
Total nonaccrual loans were $1.39 billion, or .45% of total loans, at March 31, 2006, compared with
$1.34 billion, or .43%, at December 31, 2005, and $1.20 billion, or .41%, at March 31, 2005. Total
nonperforming assets (NPAs) were $1.85 billion, or .60% of total loans, at March 31, 2006, compared
with $1.53 billion, or .49%, at December 31, 2005, and $1.41 billion, or .48%, at March 31, 2005.
Foreclosed assets were $455 million at March 31, 2006, compared with $191 million at December 31,
2005, and $207 million at March 31, 2005. Foreclosed assets, a component of total NPAs, included
for the first time an additional $227 million of foreclosed real estate securing Government
National Mortgage Association (GNMA) loans in first quarter 2006, due to a change in regulatory
reporting
5
requirements effective January 1, 2006. These assets are fully collectible because the corresponding GNMA loans are insured by the Federal
Housing Administration (FHA) or guaranteed by the Department of Veterans Affairs. The remaining
quarterly increase in NPAs was a natural consequence of continued growth in several of our
residential real estate and automobile portfolios. Commercial and commercial real estate NPAs
decreased $187 million from a year ago.
The ratio of stockholders equity to total assets was 8.52% at March 31, 2006, 8.44% at December
31, 2005, and 8.83% at March 31, 2005. Our total risk-based capital (RBC) ratio at March 31, 2006,
was 11.49% and our Tier 1 RBC ratio was 8.30%, exceeding the minimum regulatory guidelines of 8%
and 4%, respectively, for bank holding companies. Our RBC ratios at March 31, 2005, were 12.37% and
8.40%, respectively. Our Tier 1 leverage ratios were 7.13% and 7.17% at March 31, 2006 and 2005,
respectively, exceeding the minimum regulatory guideline of 3% for bank holding companies.
CRITICAL ACCOUNTING POLICIES
Our significant accounting policies are fundamental to understanding our results of operations and
financial condition, because some accounting policies require that we use estimates and assumptions
that may affect the value of our assets or liabilities and financial results. Three of these
policies are critical because they require management to make difficult, subjective and complex
judgments about matters that are inherently uncertain and because it is likely that materially
different amounts would be reported under different conditions or using different assumptions.
These policies govern the allowance for credit losses, the valuation of residential mortgage
servicing rights and pension accounting. Management has reviewed and approved these critical
accounting policies and has discussed these policies with the Audit and Examination Committee.
Policies covering the allowance for credit losses and pension accounting are described in
Financial Review Critical Accounting Policies and Note 1 (Summary of Significant Accounting
Policies) to Financial Statements in our 2005 Form 10-K. Due to adoption of Statement of Financial
Accounting Standards No. 156, Accounting for Servicing of Financial Assets an amendment of FASB
Statement No. 140 (FAS 156), our accounting policy covering the valuation of residential mortgage
servicing rights has been updated and is described below.
VALUATION OF RESIDENTIAL MORTGAGE SERVICING RIGHTS
We recognize as assets the rights to service mortgage loans for others, or mortgage servicing
rights (MSRs), whether we purchase the servicing rights, or the servicing rights result from the
sale or securitization of loans we originate (asset transfers). Effective January 1, 2006, under
FAS 156, we elected to initially measure and carry our MSRs related to residential mortgage loans
(residential MSRs) using the fair value measurement method. Under this method, purchased MSRs and
MSRs from asset transfers are capitalized and carried at fair value. Prior to the adoption of FAS
156, we capitalized purchased residential MSRs at cost, and MSRs from asset transfers based on the
relative fair value of the servicing right and the residential mortgage loan at the time of sale,
and carried both purchased MSRs and MSRs from asset transfers at the lower of cost or market.
Effective January 1, 2006, upon the re-measurement of our residential MSRs at fair value, we
recorded a cumulative-effect adjustment to the 2006 beginning balance of
6
retained earnings of $101
million after tax ($158 million pre tax) in our Statement of Changes in Stockholders Equity.
At the end of each quarter, we determine the fair value of MSRs using a valuation model that
calculates the present value of estimated future net servicing income. The model incorporates
assumptions that market participants use in estimating future net servicing income, including
estimates of prepayment speeds, discount rate, cost to service, escrow account earnings,
contractual servicing fee income, ancillary income and late fees. The valuation of MSRs is
discussed further in this section and in Note 1 (Summary of Significant Accounting Policies) and
Note 15 (Mortgage Banking Activities) to Financial Statements in this Report and in Note 20
(Securitizations and Variable Interest Entities) and Note 21 (Mortgage Banking Activities) to
Financial Statements in our 2005 Form 10-K.
To reduce the sensitivity of earnings to interest rate and market value fluctuations, we
economically hedge the risk of changes in the fair value of MSRs primarily with free-standing
derivative contracts. The resulting gains or losses for the hedges are reflected in income. Changes
in the fair value of the MSRs from changing mortgage interest rates are generally offset by gains
or losses in the fair value of the derivatives depending on the amount of MSRs we hedge. We may
choose not to fully hedge MSRs, partly because origination volume tends to act as a natural
hedge. For example, as interest rates decline, servicing values decrease and fees from origination
volume increase. Conversely, as interest rates increase, the fair value of the MSRs increases,
while fees from origination volume tend to decline.
Servicing income, a component of mortgage banking noninterest income, includes the changes from
period to period in fair value of both our residential MSRs and the free-standing derivatives used
to economically hedge our residential MSRs. Changes in the fair value of residential MSRs from
period to period result from (1) changes in the valuation model inputs or assumptions (principally
reflecting changes in discount rates and prepayment assumptions, primarily due to changes in
interest rates) and (2) other changes, representing changes due to collection/realization of
expected cash flows. Prior to the adoption of FAS 156, we carried residential MSRs at the lower of
cost or market, with amortization of MSRs and changes in the MSRs valuation allowance recognized in
servicing income.
We use a dynamic and sophisticated model to estimate the value of our MSRs. This model is validated
by an independent internal model validation group operating in accordance with a model valuation
policy approved by the Corporate Asset/Liability Management Committee. Senior management reviews
all significant assumptions quarterly. Mortgage loan prepayment speed a key assumption in the
model is the annual rate at which borrowers are forecasted to repay their mortgage loan
principal and is based on historical experience. The discount rate used to determine the present
value of estimated future net servicing income another key assumption in the model is the
required rate of return the market would expect for an asset with similar risk. To determine the
discount rate, we consider the risk premium for uncertainties from servicing operations (e.g.,
possible changes in future servicing costs, ancillary income and earnings on escrow accounts). Both
assumptions can, and generally will, change quarterly valuations as market conditions and interest
rates change. For example, an increase in either the prepayment speed or discount rate assumption
results in a decrease in the fair value of the MSRs, while a decrease in either assumption would
result in an increase in the fair value of the MSRs. In recent years, there have been significant
market-driven fluctuations in loan prepayment speeds
7
and the discount rate. These fluctuations can
be rapid and may be significant in the future. Therefore, estimating prepayment speeds within a range that market participants would use in
determining the fair value of MSRs requires significant management judgment.
These key economic assumptions and the sensitivity of the fair value of MSRs to an immediate
adverse change in those assumptions are shown in Note 20 (Securitizations and Variable Interest
Entities) to Financial Statements in our 2005 Form 10-K.
EARNINGS PERFORMANCE
NET INTEREST INCOME
Net interest income is the interest earned on debt securities, loans (including yield-related loan
fees) and other interest-earning assets minus the interest paid for deposits and long-term and
short-term debt. The net interest margin is the average yield on earning assets minus the average
interest rate paid for deposits and our other sources of funding. Net interest income and the net
interest margin are presented in the table on page 10 on a taxable-equivalent basis to consistently
reflect income from taxable and tax-exempt loans and securities based on a 35% marginal tax rate.
Net interest income on a taxable-equivalent basis increased 9% to $4.89 billion in first quarter
2006 from $4.48 billion in first quarter 2005, primarily driven by a 9% growth in average earning
assets.
Despite the flat to inverted yield curve during the quarter, the net interest margin was 4.85% in
first quarter 2006 and 4.87% in first quarter 2005. Our stable margin reflected our ability to
continue to grow checking and savings deposits and the benefit of our continued focus on balance
sheet repositioning actions, including the sale of our lowest-yielding ARMs and debt securities.
Average earning assets increased $35.0 billion to $407.5 billion in first quarter 2006 from $372.5
billion in first quarter 2005, due to an increase in average loans, mortgage-backed securities and
mortgages held for sale, partly offset by a decrease in average loans held for sale. Loans averaged
$311.1 billion in first quarter 2006, compared with $287.3 billion in first quarter 2005. The
increase was predominantly due to an increase in commercial loans and other revolving credit and
installment loans, partly offset by the sale of $51 billion of ARMs since the beginning of 2005.
Average mortgages held for sale increased to $39.5 billion in first quarter 2006 from $31.6 billion
in first quarter 2005, due to higher origination volume. Average loans held for sale decreased to
$651 million in first quarter 2006 from $9.1 billion in first quarter 2005, due to the transfer of
student loans from loans held for sale to loans held for investment in first quarter 2005. Our
decision to hold these loans for investment was based on yields at that time and our intent and
ability to hold this portfolio for the foreseeable future. Debt securities available for sale
averaged $43.5 billion during first quarter 2006 and $32.0 billion in first quarter 2005.
8
Average core deposits are an important contributor to growth in net interest income and the net
interest margin. This low-cost source of funding rose 10% from a year ago. Average core deposits
were $254.0 billion and $231.8 billion in first quarter 2006 and 2005, respectively. Total average
retail core deposits, which exclude Wholesale Banking core deposits and retail mortgage escrow
deposits, for first quarter 2006 grew $20.3 billion, or 11%, from a year ago. Average mortgage
escrow deposits were $15.5 billion for first quarter 2006, up $1.6 billion from a year ago. Savings
certificates of deposits increased on average from $19.5 billion in first quarter 2005 to $28.7
billion in first quarter 2006 and noninterest-bearing checking accounts and other core deposit
categories increased on average from $212.4 billion in first quarter 2005 to $225.3 billion in
first quarter 2006. Total average interest-bearing deposits increased to $215.9 billion in first
quarter 2006 from $189.1 billion in first quarter 2005.
9
AVERAGE BALANCES, YIELDS AND RATES PAID (TAXABLE-EQUIVALENT BASIS) (1) (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended March 31 |
, |
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
|
Average |
|
|
Yields/ |
|
|
income/ |
|
|
Average |
|
|
Yields/ |
|
|
income/ |
|
(in millions) |
|
balance |
|
|
rates |
|
|
expense |
|
|
balance |
|
|
rates |
|
|
expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal funds sold, securities purchased under
resale agreements and other short-term investments |
|
$ |
5,192 |
|
|
|
4.21 |
% |
|
$ |
54 |
|
|
$ |
5,334 |
|
|
|
2.40 |
% |
|
$ |
32 |
|
Trading assets |
|
|
6,099 |
|
|
|
4.61 |
|
|
|
69 |
|
|
|
5,525 |
|
|
|
3.22 |
|
|
|
44 |
|
Debt securities available for sale (3): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities of U.S. Treasury and federal agencies |
|
|
866 |
|
|
|
4.30 |
|
|
|
9 |
|
|
|
930 |
|
|
|
3.93 |
|
|
|
9 |
|
Securities of U.S. states and political subdivisions |
|
|
3,106 |
|
|
|
8.13 |
|
|
|
60 |
|
|
|
3,572 |
|
|
|
8.41 |
|
|
|
71 |
|
Mortgage-backed securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal agencies |
|
|
27,718 |
|
|
|
5.92 |
|
|
|
406 |
|
|
|
20,079 |
|
|
|
6.01 |
|
|
|
291 |
|
Private collateralized mortgage obligations |
|
|
6,562 |
|
|
|
6.46 |
|
|
|
104 |
|
|
|
3,993 |
|
|
|
5.44 |
|
|
|
53 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total mortgage-backed securities |
|
|
34,280 |
|
|
|
6.02 |
|
|
|
510 |
|
|
|
24,072 |
|
|
|
5.91 |
|
|
|
344 |
|
Other debt securities (4) |
|
|
5,280 |
|
|
|
7.86 |
|
|
|
104 |
|
|
|
3,388 |
|
|
|
7.20 |
|
|
|
57 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt securities available for sale (4) |
|
|
43,532 |
|
|
|
6.36 |
|
|
|
683 |
|
|
|
31,962 |
|
|
|
6.26 |
|
|
|
481 |
|
Mortgages held for sale (3) |
|
|
39,523 |
|
|
|
6.16 |
|
|
|
609 |
|
|
|
31,636 |
|
|
|
5.44 |
|
|
|
430 |
|
Loans held for sale (3) |
|
|
651 |
|
|
|
6.93 |
|
|
|
11 |
|
|
|
9,062 |
|
|
|
5.02 |
|
|
|
112 |
|
Loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and commercial real estate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial |
|
|
62,769 |
|
|
|
7.71 |
|
|
|
1,195 |
|
|
|
55,178 |
|
|
|
6.20 |
|
|
|
844 |
|
Other real estate mortgage |
|
|
28,686 |
|
|
|
7.01 |
|
|
|
497 |
|
|
|
29,869 |
|
|
|
5.88 |
|
|
|
433 |
|
Real estate construction |
|
|
13,850 |
|
|
|
7.59 |
|
|
|
259 |
|
|
|
9,178 |
|
|
|
6.08 |
|
|
|
138 |
|
Lease financing |
|
|
5,436 |
|
|
|
5.80 |
|
|
|
79 |
|
|
|
5,126 |
|
|
|
6.14 |
|
|
|
79 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total commercial and commercial real estate |
|
|
110,741 |
|
|
|
7.42 |
|
|
|
2,030 |
|
|
|
99,351 |
|
|
|
6.09 |
|
|
|
1,494 |
|
Consumer: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate 1-4 family first mortgage |
|
|
74,383 |
|
|
|
6.82 |
|
|
|
1,259 |
|
|
|
84,589 |
|
|
|
6.00 |
|
|
|
1,261 |
|
Real estate 1-4 family junior lien mortgage |
|
|
59,972 |
|
|
|
7.65 |
|
|
|
1,131 |
|
|
|
53,059 |
|
|
|
6.01 |
|
|
|
787 |
|
Credit card |
|
|
11,765 |
|
|
|
13.23 |
|
|
|
389 |
|
|
|
10,157 |
|
|
|
11.92 |
|
|
|
303 |
|
Other revolving credit and installment |
|
|
48,329 |
|
|
|
9.39 |
|
|
|
1,120 |
|
|
|
35,887 |
|
|
|
8.95 |
|
|
|
793 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consumer |
|
|
194,449 |
|
|
|
8.10 |
|
|
|
3,899 |
|
|
|
183,692 |
|
|
|
6.91 |
|
|
|
3,144 |
|
Foreign |
|
|
5,942 |
|
|
|
12.57 |
|
|
|
185 |
|
|
|
4,239 |
|
|
|
13.82 |
|
|
|
146 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans (5) |
|
|
311,132 |
|
|
|
7.95 |
|
|
|
6,114 |
|
|
|
287,282 |
|
|
|
6.73 |
|
|
|
4,784 |
|
Other |
|
|
1,389 |
|
|
|
4.62 |
|
|
|
16 |
|
|
|
1,726 |
|
|
|
4.32 |
|
|
|
19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total earning assets |
|
$ |
407,518 |
|
|
|
7.50 |
|
|
|
7,556 |
|
|
$ |
372,527 |
|
|
|
6.42 |
|
|
|
5,902 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing checking |
|
$ |
4,069 |
|
|
|
2.23 |
|
|
|
22 |
|
|
$ |
3,365 |
|
|
|
1.05 |
|
|
|
9 |
|
Market rate and other savings |
|
|
134,228 |
|
|
|
2.08 |
|
|
|
687 |
|
|
|
127,346 |
|
|
|
1.04 |
|
|
|
325 |
|
Savings certificates |
|
|
28,718 |
|
|
|
3.45 |
|
|
|
245 |
|
|
|
19,487 |
|
|
|
2.48 |
|
|
|
119 |
|
Other time deposits |
|
|
33,726 |
|
|
|
4.48 |
|
|
|
373 |
|
|
|
28,814 |
|
|
|
2.53 |
|
|
|
180 |
|
Deposits in foreign offices |
|
|
15,152 |
|
|
|
4.16 |
|
|
|
155 |
|
|
|
10,095 |
|
|
|
2.38 |
|
|
|
59 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing deposits |
|
|
215,893 |
|
|
|
2.78 |
|
|
|
1,482 |
|
|
|
189,107 |
|
|
|
1.48 |
|
|
|
692 |
|
Short-term borrowings |
|
|
26,180 |
|
|
|
4.17 |
|
|
|
270 |
|
|
|
25,434 |
|
|
|
2.38 |
|
|
|
149 |
|
Long-term debt |
|
|
81,686 |
|
|
|
4.49 |
|
|
|
910 |
|
|
|
75,680 |
|
|
|
3.08 |
|
|
|
579 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing liabilities |
|
|
323,759 |
|
|
|
3.33 |
|
|
|
2,662 |
|
|
|
290,221 |
|
|
|
1.98 |
|
|
|
1,420 |
|
Portion of noninterest-bearing funding sources |
|
|
83,759 |
|
|
|
|
|
|
|
|
|
|
|
82,306 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total funding sources |
|
$ |
407,518 |
|
|
|
2.65 |
|
|
|
2,662 |
|
|
$ |
372,527 |
|
|
|
1.55 |
|
|
|
1,420 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest margin and net interest income on
a taxable-equivalent basis (6) |
|
|
|
|
|
|
4.85 |
% |
|
$ |
4,894 |
|
|
|
|
|
|
|
4.87 |
% |
|
$ |
4,482 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NONINTEREST-EARNING ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks |
|
$ |
12,897 |
|
|
|
|
|
|
|
|
|
|
$ |
13,090 |
|
|
|
|
|
|
|
|
|
Goodwill |
|
|
10,963 |
|
|
|
|
|
|
|
|
|
|
|
10,657 |
|
|
|
|
|
|
|
|
|
Other |
|
|
43,817 |
|
|
|
|
|
|
|
|
|
|
|
34,716 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total noninterest-earning assets |
|
$ |
67,677 |
|
|
|
|
|
|
|
|
|
|
$ |
58,463 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NONINTEREST-BEARING FUNDING SOURCES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
$ |
86,997 |
|
|
|
|
|
|
|
|
|
|
$ |
81,649 |
|
|
|
|
|
|
|
|
|
Other liabilities |
|
|
23,320 |
|
|
|
|
|
|
|
|
|
|
|
20,739 |
|
|
|
|
|
|
|
|
|
Stockholders equity |
|
|
41,119 |
|
|
|
|
|
|
|
|
|
|
|
38,381 |
|
|
|
|
|
|
|
|
|
Noninterest-bearing funding sources used to
fund earning assets |
|
|
(83,759 |
) |
|
|
|
|
|
|
|
|
|
|
(82,306 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net noninterest-bearing funding sources |
|
$ |
67,677 |
|
|
|
|
|
|
|
|
|
|
$ |
58,463 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
475,195 |
|
|
|
|
|
|
|
|
|
|
$ |
430,990 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Our average prime rate was 7.43% and 5.44% for the quarters ended March 31, 2006 and 2005,
respectively. The average three-month London Interbank Offered Rate (LIBOR) was 4.76% and
2.84% for the same quarters, respectively. |
(2) |
|
Interest rates and amounts include the effects of hedge and risk management activities
associated with the respective asset and liability categories. |
(3) |
|
Yields are based on amortized cost balances computed on a settlement date basis. |
(4) |
|
Includes certain preferred securities. |
(5) |
|
Nonaccrual loans and related income are included in their respective loan categories. |
(6) |
|
Includes taxable-equivalent adjustments primarily related to tax-exempt income on certain
loans and securities. The federal statutory tax rate was 35% for the periods presented. |
10
NONINTEREST INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter |
|
|
|
|
|
|
ended March 31 |
, |
|
% |
|
(in millions) |
|
2006 |
|
|
2005 |
|
|
Change |
|
|
Service charges on deposit accounts |
|
$ |
623 |
|
|
$ |
578 |
|
|
|
8 |
% |
Trust and investment fees: |
|
|
|
|
|
|
|
|
|
|
|
|
Trust, investment and IRA fees |
|
|
491 |
|
|
|
445 |
|
|
|
10 |
|
Commissions and all other fees |
|
|
172 |
|
|
|
157 |
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
Total trust and investment fees |
|
|
663 |
|
|
|
602 |
|
|
|
10 |
|
|
|
|
384 |
|
|
|
326 |
|
|
|
18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash network fees |
|
|
44 |
|
|
|
43 |
|
|
|
2 |
|
Charges and fees on loans |
|
|
242 |
|
|
|
245 |
|
|
|
(1 |
) |
All other |
|
|
202 |
|
|
|
165 |
|
|
|
22 |
|
|
|
|
|
|
|
|
|
|
|
|
Total other fees |
|
|
488 |
|
|
|
453 |
|
|
|
8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Servicing income, net |
|
|
81 |
|
|
|
456 |
|
|
|
(82 |
) |
Net gains on mortgage loan origination/sales activities |
|
|
273 |
|
|
|
293 |
|
|
|
(7 |
) |
All other |
|
|
61 |
|
|
|
65 |
|
|
|
(6 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total mortgage banking |
|
|
415 |
|
|
|
814 |
|
|
|
(49 |
) |
|
|
|
201 |
|
|
|
208 |
|
|
|
(3 |
) |
Insurance |
|
|
364 |
|
|
|
337 |
|
|
|
8 |
|
Trading assets |
|
|
134 |
|
|
|
143 |
|
|
|
(6 |
) |
Net losses on debt securities available for sale |
|
|
(35 |
) |
|
|
(4 |
) |
|
|
775 |
|
Net gains from equity investments |
|
|
190 |
|
|
|
71 |
|
|
|
168 |
|
Net gains (losses) on sales of loans |
|
|
3 |
|
|
|
(39 |
) |
|
|
|
|
Net gains on dispositions of operations |
|
|
137 |
|
|
|
1 |
|
|
|
|
|
All other |
|
|
118 |
|
|
|
146 |
|
|
|
(19 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
3,685 |
|
|
$ |
3,636 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
We earn trust, investment and IRA fees from managing and administering assets, including
mutual funds, corporate trust, personal trust, employee benefit trust and agency assets. At March
31, 2006, these assets totaled $808 billion, up 16% from $698 billion at March 31, 2005. Generally,
trust, investment and IRA fees are based on the market value of the assets that are managed,
administered, or both. The increase from 2005 was due to continued strong momentum in growth of
separate account and mutual fund managed assets.
Also, we receive commissions and other fees for providing services to retail and discount brokerage
customers. At March 31, 2006 and 2005, brokerage balances were $103 billion and $85 billion,
respectively. Generally, these fees are based on the number of transactions executed at the
customers direction.
Card fees increased 18% from first quarter 2005, due to growth in distribution of debit and credit
cards to our customers and increased usage. Purchase volume on these cards was up 29% from a year
ago and average balances were up 12%.
Mortgage banking noninterest income was $415 million in first quarter 2006, compared with $814
million in the same period of 2005. The decrease of $399 million year over year was primarily due
to lower servicing income resulting from changes in the valuation of our MSRs and related hedging
gains and losses. With the adoption of FAS 156 in first quarter 2006 and measuring our residential
MSRs at fair value, servicing income includes both changes in the fair
11
value of MSRs during the period as well as changes in derivatives used to economically hedge the
MSRs. Prior to adoption of FAS 156, servicing income included net derivative gains and losses
(primarily the ineffective portion of the change in value of derivatives used to hedge MSRs under
FAS 133), amortization and MSRs impairment, which are all influenced by both the level and
direction of mortgage interest rates. First quarter 2006 net servicing income included a $184
million net MSRs valuation loss that was recorded to earnings ($522 million fair value gain less
$706 million economic hedging loss), compared with a $271 million valuation allowance release
(income) and an $85 million ineffective hedge gain in first quarter 2005. An additional $158
million ($101 million after tax) increase in the value of MSRs upon re-measurement to fair value
under FAS 156 in 2006 was recorded as an adjustment to retained earnings in total stockholders
equity.
Servicing fees increased to $747 million in first quarter 2006 from $570 million in first quarter
2005, due to growth in loans serviced for others. Our portfolio of loans serviced for
others was $931 billion at March 31, 2006, up 29% from $724 billion at March 31, 2005.
Net losses on debt securities were $35 million in first quarter 2006, compared with $4 million in
first quarter 2005. Net gains from equity investments were $190 million in first quarter 2006 and
$71 million in first quarter 2005.
We routinely review our investment portfolios and recognize impairment write-downs based primarily
on issuer-specific factors and results, and our intent to hold such securities. We also consider
general economic and market conditions, including industries in which venture capital investments
are made, and adverse changes affecting the availability of venture capital. We determine
impairment based on all of the information available at the time of the assessment, but new
information or economic developments in the future could result in recognition of additional
impairment.
Net gains on dispositions in first quarter 2006 included a $127 million gain on the sale of Island
Finances operations in Puerto Rico.
12
NONINTEREST EXPENSE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter |
|
|
|
|
|
|
ended March 31 |
, |
|
% |
|
(in millions) |
|
2006 |
|
|
2005 |
|
|
Change |
|
|
|
|
$ |
1,672 |
|
|
$ |
1,480 |
|
|
|
13 |
% |
Incentive compensation |
|
|
668 |
|
|
|
465 |
|
|
|
44 |
|
Employee benefits |
|
|
589 |
|
|
|
547 |
|
|
|
8 |
|
Equipment |
|
|
335 |
|
|
|
370 |
|
|
|
(9 |
) |
Net occupancy |
|
|
336 |
|
|
|
404 |
|
|
|
(17 |
) |
Operating leases |
|
|
161 |
|
|
|
158 |
|
|
|
2 |
|
Outside professional services |
|
|
193 |
|
|
|
163 |
|
|
|
18 |
|
Contract services |
|
|
132 |
|
|
|
139 |
|
|
|
(5 |
) |
Travel and entertainment |
|
|
130 |
|
|
|
110 |
|
|
|
18 |
|
Outside data processing |
|
|
104 |
|
|
|
106 |
|
|
|
(2 |
) |
Advertising and promotion |
|
|
106 |
|
|
|
89 |
|
|
|
19 |
|
Postage |
|
|
81 |
|
|
|
72 |
|
|
|
13 |
|
Telecommunications |
|
|
70 |
|
|
|
72 |
|
|
|
(3 |
) |
Insurance |
|
|
76 |
|
|
|
79 |
|
|
|
(4 |
) |
Stationery and supplies |
|
|
51 |
|
|
|
45 |
|
|
|
13 |
|
Operating losses |
|
|
62 |
|
|
|
78 |
|
|
|
(21 |
) |
Security |
|
|
43 |
|
|
|
41 |
|
|
|
5 |
|
Core deposit intangibles |
|
|
29 |
|
|
|
32 |
|
|
|
(9 |
) |
Charitable donations |
|
|
17 |
|
|
|
22 |
|
|
|
(23 |
) |
Net gains from debt extinguishment |
|
|
(2 |
) |
|
|
(1 |
) |
|
|
100 |
|
All other |
|
|
221 |
|
|
|
221 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
5,074 |
|
|
$ |
4,692 |
|
|
|
8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
The 8% increase in noninterest expense was due primarily to the increase in salary, incentive
compensation and benefit expense from an additional 5,000 full-time equivalent (FTE) team members,
largely sales people, across our businesses, and the 2006 adoption of FAS 123R requiring the
expensing of stock option grants. We recognized $52 million in stock option expense as incentive
compensation for the first time in first quarter 2006, which included $33 million for the immediate
expensing of stock options for retirement-eligible team members.
13
OPERATING SEGMENT RESULTS
Our lines of business for management reporting are Community Banking, Wholesale Banking and Wells
Fargo Financial. For a more complete description of our operating segments, including additional
financial information and the underlying management accounting process, see Note 13 (Operating
Segments) to Financial Statements.
Community Bankings net income decreased 11% to $1.21 billion in first quarter 2006 from $1.35
billion in first quarter 2005, due to a decline in Home Mortgage net income. Net interest income
increased 5% to $3.26 billion in first quarter 2006 from $3.09 billion in first quarter 2005,
primarily due to growth in earning assets and deposits. Average loans were $190.4 billion in first
quarter 2006, up 4% from $183.9 billion in first quarter 2005. Noninterest income in first quarter
2006 decreased $232 million, or 10%, from $2.38 billion in first quarter 2005, due primarily to
lower mortgage banking revenue, partially offset by higher equity investment gains and higher
deposit service charges and card fees.
Wholesale Bankings net income increased 17% to $528 million in first quarter 2006 from $451
million in first quarter 2005. Revenue was $1,776 million, up 17% from $1,517 million in first
quarter 2005, due to increased earning assets, a wider net interest margin, strong growth in the
capital markets-related businesses, underwriting gains in the crop insurance business and
additional revenue from the Secured Capital acquisition. Average loans increased 14% and average
core deposits grew 1% from first quarter 2005. Noninterest expense increased 18% to $992 million in
first quarter 2006 from $842 million in first quarter 2005, driven by staffing, merit and incentive
increases and additional expenses from the Secured Capital acquisition.
Wells Fargo Financials net income increased to $280 million in first quarter 2006 from $52 million
in first quarter 2005, driven by strong performance in auto and real estate lending, the sale of
Island Finances operations in Puerto Rico and a decrease in the provision for credit losses. The
sale included $636 million of receivables in Puerto Rico, about 1% of Wells Fargo Financials total
receivables. Total revenue rose 25% in first quarter 2006, reaching $1.38 billion, compared with
$1.11 billion in first quarter 2005. Net interest income increased $138 million, or 17%, to $934
million in first quarter 2006 from $796 million in first quarter 2005, due to growth in average
loans. Average real estate secured receivables increased 35% to $19.7 billion and average auto
finance receivables rose 21% to $22.4 billion. The provision for credit losses decreased by $148
million from first quarter 2005 to first quarter 2006, due to the $163 million charge in the first
quarter 2005 to conform Wells Fargo Financials charge-off practices with FFIEC guidelines.
Noninterest expense increased $65 million, or 10%, in first quarter 2006 from first quarter 2005,
reflecting normal annual increases for employee compensation and benefit costs and other costs
associated with business expansion and additional team members.
Segment results for prior periods have been revised due to the realignment of our automobile
financing businesses into Wells Fargo Financial in third quarter 2005 and the realignment of our
insurance business into Wholesale Banking in first quarter 2006, designed to leverage the
expertise, systems and resources of the existing businesses.
14
BALANCE SHEET ANALYSIS
SECURITIES AVAILABLE FOR SALE
Our securities available for sale portfolio consists of both debt and marketable equity securities.
We hold debt securities available for sale primarily for liquidity, interest rate risk management
and yield enhancement. Accordingly, this portfolio primarily includes very liquid, high-quality
federal agency debt securities. At March 31, 2006, we held $50.3 billion of debt securities
available for sale, compared with $40.9 billion at December 31, 2005, with a net unrealized gain of
$269 million and $591 million for the same periods, respectively. We also held $875 million of
marketable equity securities available for sale at March 31, 2006, and $900 million at December 31,
2005, with a net unrealized gain of $319 million and $342 million for the same periods,
respectively.
The weighted-average expected maturity of debt securities available for sale was 6.0 years at March
31, 2006. Since 80% of this portfolio was mortgage-backed securities, the expected remaining
maturity may differ from contractual maturity because borrowers may have the right to prepay
obligations before the underlying mortgages mature.
The estimated effect of a 200 basis point increase or decrease in interest rates on the fair value
and the expected remaining maturity of the mortgage-backed securities available for sale portfolio
is shown below.
MORTGAGE-BACKED SECURITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair |
|
|
Net unrealized |
|
|
Remaining |
|
(in billions) |
|
value |
|
|
gain (loss) |
|
|
maturity |
|
|
|
|
$ |
40.0 |
|
|
$ |
.1 |
|
|
5.4 yrs. |
At March 31, 2006, assuming a 200 basis point: |
|
|
|
|
|
|
|
|
|
|
|
|
Increase in interest rates |
|
|
36.7 |
|
|
|
(3.2 |
) |
|
7.3 yrs. |
Decrease in interest rates |
|
|
41.5 |
|
|
|
1.6 |
|
|
1.9 yrs. |
|
See Note 4 (Securities Available for Sale) to Financial Statements for securities available
for sale by security type.
LOAN PORTFOLIO
A discussion of average loan balances is included in Earnings Performance Net Interest Income
on page 8 and a comparative schedule of average loan balances is included in the table on page 10;
quarter-end balances are in Note 5 (Loans and Allowance for Credit Losses) to Financial Statements.
Total loans at March 31, 2006, were $306.7 billion, compared with $290.6 billion at March 31, 2005,
an increase of 6%. Commercial and commercial real estate loans increased $11.6 billion, or 12%,
from first quarter 2005. Mortgages held for sale increased to $43.5 billion at March 31, 2006, from
$38.7 billion a year ago, due to higher origination volume. Loans held for sale decreased to $629
million at March 31, 2006, from $1.8 billion at March 31, 2005, due to sales of auto loans.
15
DEPOSITS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31 |
, |
|
December 31 |
, |
|
March 31 |
, |
(in millions) |
|
2006 |
|
|
2005 |
|
|
2005 |
|
|
|
|
$ |
88,701 |
|
|
$ |
87,712 |
|
|
$ |
82,872 |
|
Interest-bearing checking |
|
|
3,459 |
|
|
|
3,324 |
|
|
|
3,010 |
|
Market rate and other savings |
|
|
136,605 |
|
|
|
134,811 |
|
|
|
129,039 |
|
Savings certificates |
|
|
29,377 |
|
|
|
27,494 |
|
|
|
20,063 |
|
|
|
|
|
|
|
|
|
|
|
Core deposits |
|
|
258,142 |
|
|
|
253,341 |
|
|
|
234,984 |
|
Other time deposits |
|
|
33,317 |
|
|
|
46,488 |
|
|
|
28,145 |
|
Deposits in foreign offices |
|
|
16,846 |
|
|
|
14,621 |
|
|
|
10,034 |
|
|
|
|
|
|
|
|
|
|
|
Total deposits |
|
$ |
308,305 |
|
|
$ |
314,450 |
|
|
$ |
273,163 |
|
|
|
|
|
|
|
|
|
|
|
|
Average core deposits increased $22.2 billion to $254.0 billion in first quarter 2006 from
first quarter 2005, primarily due to growth in market rate and other savings and savings
certificates.
OFF-BALANCE SHEET ARRANGEMENTS AND AGGREGATE CONTRACTUAL OBLIGATIONS
In the ordinary course of business, we engage in financial transactions that are not recorded on
the balance sheet, or may be recorded on the balance sheet in amounts that are different than the
full contract or notional amount of the transaction. We also enter into certain contractual
obligations. For additional information on off-balance sheet arrangements and other contractual
obligations see Financial Review Off-Balance Sheet Arrangements and Aggregate Contractual
Obligations in our 2005 Form 10-K and Note 17 (Guarantees) to Financial Statements in this Report.
RISK MANAGEMENT
CREDIT RISK MANAGEMENT PROCESS
Our credit risk management process provides for decentralized management and accountability by our
lines of business. Our overall credit process includes comprehensive credit policies, frequent and
detailed risk measurement and modeling, extensive credit training programs and a continual loan
audit review process. In addition, regulatory examiners review and perform detailed tests of our
credit underwriting, loan administration and allowance processes.
16
Nonaccrual Loans and Other Assets
The table below shows the comparative data for nonaccrual loans and other assets. We generally
place loans on nonaccrual status when:
|
|
|
the full and timely collection of interest or principal becomes uncertain; |
|
|
|
they are 90 days (120 days with respect to real estate 1-4 family first and junior lien
mortgages) past due for interest or principal (unless both well-secured and in the process
of collection); or |
|
|
|
part of the principal balance has been charged off. |
Note 1 (Summary of Significant Accounting Policies) to Financial Statements in our 2005 Form 10-K
describes our accounting policy for nonaccrual loans.
NONACCRUAL LOANS AND OTHER ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mar. 31 |
, |
|
Dec. 31 |
, |
|
Mar. 31 |
, |
(in millions) |
|
2006 |
|
|
2005 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and commercial real estate: |
|
|
|
|
|
|
|
|
|
|
|
|
Commercial |
|
$ |
256 |
|
|
$ |
286 |
|
|
$ |
357 |
|
Other real estate mortgage |
|
|
163 |
|
|
|
165 |
|
|
|
191 |
|
Real estate construction |
|
|
21 |
|
|
|
31 |
|
|
|
51 |
|
Lease financing |
|
|
31 |
|
|
|
45 |
|
|
|
59 |
|
|
|
|
|
|
|
|
|
|
|
Total commercial and commercial real estate |
|
|
471 |
|
|
|
527 |
|
|
|
658 |
|
Consumer: |
|
|
|
|
|
|
|
|
|
|
|
|
Real estate 1-4 family first mortgage |
|
|
508 |
|
|
|
471 |
|
|
|
327 |
|
Real estate 1-4 family junior lien mortgage |
|
|
190 |
|
|
|
144 |
|
|
|
101 |
|
Other revolving credit and installment |
|
|
188 |
|
|
|
171 |
|
|
|
87 |
|
|
|
|
|
|
|
|
|
|
|
Total consumer |
|
|
886 |
|
|
|
786 |
|
|
|
515 |
|
Foreign |
|
|
37 |
|
|
|
25 |
|
|
|
23 |
|
|
|
|
|
|
|
|
|
|
|
Total nonaccrual loans (1) |
|
|
1,394 |
|
|
|
1,338 |
|
|
|
1,196 |
|
As a percentage of total loans |
|
|
.45 |
% |
|
|
.43 |
% |
|
|
.41 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
GNMA loans (2) |
|
|
227 |
|
|
|
|
|
|
|
|
|
Other |
|
|
228 |
|
|
|
191 |
|
|
|
207 |
|
Real estate investments (3) |
|
|
|
|
|
|
2 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
Total nonaccrual loans and other assets |
|
$ |
1,849 |
|
|
$ |
1,531 |
|
|
$ |
1,405 |
|
|
|
|
|
|
|
|
|
|
|
As a percentage of total loans |
|
|
.60 |
% |
|
|
.49 |
% |
|
|
.48 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes impaired loans of $137 million, $190 million and $297 million at March 31, 2006,
December 31, 2005, and March 31, 2005, respectively. See Note 5 to Financial Statements in
this Report and Note 6 (Loans and Allowance for Credit Losses) to Financial Statements in our
2005 Form 10-K for further information on impaired loans. |
(2) |
|
As a result of a change in regulatory reporting requirements effective January 1, 2006,
foreclosed real estate securing GNMA loans has been classified as nonperforming. These assets
are fully collectible because the corresponding GNMA loans are insured by the FHA or
guaranteed by the Department of Veterans Affairs. |
(3) |
|
Real estate investments (contingent interest loans accounted for as investments) that would
be classified as nonaccrual if these assets were recorded as loans. Real estate investments
totaled $91 million, $84 million and $12 million at March 31, 2006, December 31, 2005, and
March 31, 2005, respectively. |
We expect that the amount of nonaccrual loans will change due to portfolio growth, portfolio
seasoning, routine problem loan recognition and resolution through collections, sales or
charge-offs. The performance of any one loan can be affected by external factors, such as economic
conditions, or factors particular to a borrower, such as actions of a borrowers management.
17
Loans 90 Days or More Past Due and Still Accruing
Loans included in this category are 90 days or more past due as to interest or principal and still
accruing, because they are (1) well-secured and in the process of collection or (2) real estate 1-4
family first mortgage loans or consumer loans exempt under regulatory rules from being classified
as nonaccrual.
The total of loans 90 days or more past due and still accruing was $3,412 million, $3,606 million
and $2,581 million at March 31, 2006, December 31, 2005, and March 31, 2005, respectively. At March
31, 2006, December 31, 2005, and March 31, 2005, the total included $2,680 million, $2,923 million
and $1,946 million, respectively, in advances pursuant to our servicing agreements to GNMA mortgage
pools whose repayments are insured by the FHA or guaranteed by the Department of Veterans Affairs.
LOANS 90 DAYS OR MORE PAST DUE AND STILL ACCRUING
(EXCLUDING INSURED/GUARANTEED GNMA ADVANCES)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mar. 31 |
, |
|
Dec. 31 |
, |
|
Mar. 31 |
, |
(in millions) |
|
2006 |
|
|
2005 |
|
|
2005 |
|
|
Commercial and commercial real estate: |
|
|
|
|
|
|
|
|
|
|
|
|
Commercial |
|
$ |
17 |
|
|
$ |
18 |
|
|
$ |
24 |
|
Other real estate mortgage |
|
|
4 |
|
|
|
13 |
|
|
|
26 |
|
Real estate construction |
|
|
13 |
|
|
|
9 |
|
|
|
14 |
|
|
|
|
|
|
|
|
|
|
|
Total commercial and commercial real estate |
|
|
34 |
|
|
|
40 |
|
|
|
64 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate 1-4 family first mortgage |
|
|
92 |
|
|
|
103 |
|
|
|
108 |
|
Real estate 1-4 family junior lien mortgage |
|
|
47 |
|
|
|
50 |
|
|
|
32 |
|
Credit card |
|
|
158 |
|
|
|
159 |
|
|
|
146 |
|
Other revolving credit and installment |
|
|
364 |
|
|
|
290 |
|
|
|
247 |
|
|
|
|
|
|
|
|
|
|
|
Total consumer |
|
|
661 |
|
|
|
602 |
|
|
|
533 |
|
|
|
|
37 |
|
|
|
41 |
|
|
|
38 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
732 |
|
|
$ |
683 |
|
|
$ |
635 |
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for Credit Losses
The allowance for credit losses, which consists of the allowance for loan losses and the reserve
for unfunded credit commitments, is managements estimate of credit losses inherent in the loan
portfolio at the balance sheet date. We assume that our allowance for credit losses as a percentage
of charge-offs and nonaccrual loans will change at different points in time based on credit
performance, loan mix and collateral values. The detail of the changes in the allowance for credit
losses, including charge-offs and recoveries by loan category, is in Note 5 (Loans and Allowance
for Credit Losses) to Financial Statements.
We consider the allowance for credit losses of $4.03 billion adequate to cover credit losses
inherent in the loan portfolio, including unfunded credit commitments, at March 31, 2006. The
process for determining the adequacy of the allowance for credit losses is critical to our
financial results. It requires difficult, subjective and complex judgments, as a result of the need
to make estimates about the effect of matters that are uncertain. (See Financial Review
Critical Accounting Policies Allowance for Credit Losses in our 2005 Form 10-K.) Therefore, we
18
cannot provide assurance that, in any particular period, we will not have sizeable credit losses in
relation to the amount reserved. We may need to significantly adjust the allowance for credit
losses, considering current factors at the time, including economic conditions and ongoing internal
and external examination processes. Our process for determining the adequacy of the allowance for
credit losses is discussed in Note 6 (Loans and Allowance for Credit Losses) to Financial
Statements in our 2005 Form 10-K.
ASSET/LIABILITY AND MARKET RISK MANAGEMENT
Asset/liability management involves the evaluation, monitoring and management of interest rate
risk, market risk, liquidity and funding. The Corporate Asset/Liability Management Committee
(Corporate ALCO) which oversees these risks and reports periodically to the Finance Committee of
the Board of Directors consists of senior financial and business executives. Each of our
principal business groups Community Banking (including Mortgage Banking), Wholesale Banking and
Wells Fargo Financial have individual asset/liability management committees and processes linked
to the Corporate ALCO process.
Interest Rate Risk
Interest rate risk, which potentially can have a significant earnings impact, is an integral part
of being a financial intermediary. We are subject to interest rate risk because:
|
|
|
assets and liabilities may mature or reprice at different times (for example, if assets
reprice faster than liabilities and interest rates are generally falling, earnings will
initially decline); |
|
|
|
assets and liabilities may reprice at the same time but by different amounts (for
example, when the general level of interest rates is falling, we may reduce rates paid on
checking and savings deposit accounts by an amount that is less than the general decline in
market interest rates); |
|
|
|
short-term and long-term market interest rates may change by different amounts (for
example, the shape of the yield curve may affect new loan yields and funding costs
differently); or |
|
|
|
the remaining maturity of various assets or liabilities may shorten or lengthen as
interest rates change (for example, if long-term mortgage interest rates decline sharply,
mortgage-backed securities held in the securities available for sale portfolio may prepay
significantly earlier than anticipated which could reduce portfolio income). |
Interest rates may also have a direct or indirect effect on loan demand, credit losses, mortgage
origination volume, the value of MSRs, the value of the pension liability and other sources of
earnings.
We assess interest rate risk by comparing our most likely earnings plan with various earnings
simulations using many interest rate scenarios that differ in the direction of interest rate
changes, the degree of change over time, the speed of change and the projected shape of the yield
curve. For example, as of March 31, 2006, our most recent simulation indicated estimated earnings
at risk of less than 1% of our most likely earnings plan over the next 12 months to a scenario in
which the federal funds rate dropped 275 basis points to 2.00% and the Constant Maturity Treasury
bond yield dropped 160 basis points to 3.25% over the same period. Simulation estimates depend on,
and will change with, the size and mix of our actual and projected balance
19
sheet at the time of each simulation. Due to timing differences between the quarterly valuation of
MSRs and the eventual impact of interest rates on mortgage banking volumes, earnings at risk in any
particular quarter could be higher than the average earnings at risk over the twelve month
simulation period, depending on the path of interest rates and on our MSRs hedging strategies. See
Mortgage Banking Interest Rate Risk below.
We use exchange-traded and over-the-counter interest rate derivatives to hedge our interest rate
exposures. The credit risk amount and estimated net fair values of these derivatives as of March
31, 2006, and December 31, 2005, are presented in Note 19 (Derivatives) to Financial Statements. We
use derivatives for asset/liability management in three ways:
|
|
|
to convert a major portion of our long-term fixed-rate debt, which we issue to finance
the Company, from fixed-rate payments to floating-rate payments by entering into
receive-fixed swaps; |
|
|
|
to convert the cash flows from selected asset and/or liability instruments/portfolios
from fixed-rate payments to floating-rate payments or vice versa; and |
|
|
|
to hedge our mortgage origination pipeline, funded mortgage loans and MSRs using
interest rate swaps, swaptions, futures, forwards and options. |
Mortgage Banking Interest Rate Risk
We originate, fund and service mortgage loans, which subjects us to various risks, including
credit, liquidity and interest rate risks. We reduce unwanted credit and liquidity risks by selling
or securitizing virtually all of the long-term fixed-rate mortgage loans we originate and most of
the ARMs we originate. From time to time, we hold originated ARMs in portfolio as an investment for
our growing base of core deposits. We determine whether the loans will be held for investment or
held for sale at the time of origination. We may subsequently change our intent to hold loans for
investment and sell some or all of our ARMs as part of our corporate asset/liability management.
While credit and liquidity risks have historically been relatively low for mortgage banking
activities, interest rate risk can be substantial. Changes in interest rates may potentially impact
total origination and servicing fees, the value of our residential MSRs measured at fair value and
the associated income and loss reflected in mortgage banking noninterest income, the income and
expense associated with instruments used to economically hedge changes in the fair value of MSRs,
and the value of derivative loan commitments extended to mortgage applicants.
Interest rates impact the amount and timing of origination and servicing fees because consumer
demand for new mortgages and the level of refinancing activity are sensitive to changes in mortgage
interest rates. Typically, a decline in mortgage interest rates will lead to an increase in
mortgage originations and fees and may also lead to an increase in servicing fee income, depending
on the level of new loans added to the servicing portfolio and prepayments. Given the time it takes
for consumer behavior to fully react to interest rate changes, as well as the time required for
processing a new application, providing the commitment, and securitizing and selling the loan,
interest rate changes will impact origination and servicing fees with a lag. The amount and timing
of the impact on origination and servicing fees will depend on the magnitude, speed and duration of
the change in interest rates.
20
Under FAS 156, which we adopted effective January 1, 2006, we have elected to use the fair value
measurement method to initially measure and carry our residential MSRs, which represent
substantially all of our MSRs. Under this method, the carrying value of MSRs is adjusted to fair
value at the end of each quarter and changes are included in servicing income, a component of
mortgage banking noninterest income. If the fair value of the MSRs increases, income is recognized;
if the fair value of the MSRs decreases, a loss is recognized. We use a dynamic and sophisticated
model to estimate the fair value of our MSRs. While the valuation of MSRs can be highly subjective
and involve complex judgments by management about matters that are inherently unpredictable,
changes in interest rates influence a variety of assumptions included in the periodic valuation of
MSRs. Assumptions affected include prepayment speed, expected returns and potential risks on the
servicing asset portfolio, the value of escrow balances and other servicing valuation elements
impacted by interest rates.
We economically hedge the risk of changes in the fair value of residential MSRs with market-based
free-standing derivative instruments, such as swaps, swaptions, Treasury futures and options,
Eurodollar futures and options, and forward contracts, and we also use securities available for
sale. Changes in the fair value of these free-standing derivatives, based on quoted market prices,
as well as changes in the fair value of MSRs determined by our valuation model, are both included
in servicing income. Changes in fair value of securities available for sale (unrealized gains and
losses) are not included in servicing income, but are reported in cumulative other comprehensive
income (net of tax) or, upon sale, are reported in gains (losses) on debt securities available for
sale.
A decline in interest rates increases the propensity for refinancing, reduces the expected duration
of the servicing portfolio and therefore reduces the estimated fair value of MSRs. This reduction
in fair value causes a charge to income (net of any gains on free-standing derivatives used to
economically hedge MSRs). We typically do not fully economically hedge all of the potential decline
in the value of our MSRs resulting from a decline in interest rates because the potential increase
in origination/servicing fees in that scenario provides a partial natural business hedge. In a
rising rate period, when the MSRs may not be fully economically hedged with derivatives, the change
in the fair value of the MSRs that can be recaptured into income will typically although not
always exceed the losses on any derivatives economically hedging the MSRs. Our servicing hedge
somewhat underperformed the change in fair value of the MSRs in first quarter 2006, due to the
unusual combination of rising rates, a flatter yield curve, lower option volatility and spread
compression.
Hedging the various sources of interest rate risk in mortgage banking is a complex process that
requires sophisticated modeling and constant monitoring. While we attempt to balance these various
aspects of the mortgage business, there are several potential risks to earnings:
|
|
|
MSRs valuation changes associated with interest rate changes are recorded in earnings
immediately within the accounting period in which those interest rate changes occur,
whereas the impact of those same changes in interest rates on origination and servicing
fees occur with a lag and over time. Thus, the mortgage business could be protected from
adverse changes in interest rates over a period of time on a cumulative basis but still
display large variations in income in any accounting period. |
|
|
|
The degree to which the natural business hedge offsets changes in MSRs valuations is
imperfect, varies at different points in the interest rate cycle, and depends not just on
the |
21
|
|
|
direction of interest rates but on the pattern of quarterly interest rate changes. For
example, given the relatively high level of refinancing activity in recent years and the
increase in interest rates during the same period, any significant increase in refinancing
activity would likely occur only if rates drop substantially from year-end 2005 levels. |
|
|
|
Origination volumes, the valuation of MSRs and hedging results and associated costs are
also impacted by many factors. Such factors include the mix of new business between ARMs
and fixed-rated mortgages, the relationship between short-term and long-term interest
rates, the degree of volatility in interest rates, the relationship between mortgage
interest rates and other interest rate markets, and other interest rate factors. Many of
these factors are hard to predict and we may not be able to directly or perfectly hedge
their effect. |
|
|
|
While our hedging activities are designed to balance our mortgage banking interest rate
risks, the financial instruments we use may not perfectly correlate with the values and
income being hedged. |
The total carrying value of our residential and commercial MSRs was $13.9 billion at March 31,
2006, and $12.5 billion, net of a valuation allowance of $1.2 billion, at December 31, 2005. The
weighted-average note rate on the owned servicing portfolio was 5.75% at March 31, 2006, and 5.72%
at December 31, 2005. Our total MSRs were 1.50% of mortgage loans serviced for others at March 31,
2006, compared with 1.44% at December 31, 2005.
As part of our mortgage banking activities, we enter into commitments to fund residential mortgage
loans at specified times in the future. A mortgage loan commitment is an interest rate lock that
binds us to lend funds to a potential borrower at a specified interest rate and within a specified
period of time, generally up to 60 days after inception of the rate lock. These loan commitments
are derivative loan commitments if the loans that will result from the exercise of the commitments
will be held for sale. Under FAS 133, Accounting for Derivative Instruments and Hedging Activities
(as amended), these derivative loan commitments are recognized at fair value on the consolidated
balance sheet with changes in their fair values recorded as part of mortgage banking noninterest
income. Consistent with Emerging Issues Task Force No. 02-3, Issues Involved in Accounting for
Derivative Contracts Held for Trading Purposes and Contracts Involved in Energy Trading and Risk
Management Activities, and SEC Staff Accounting Bulletin No. 105, Application of Accounting
Principles to Loan Commitments, we record no value for the loan commitment at inception. Subsequent
to inception, we recognize the fair value of the derivative loan commitment based on estimated
changes in the fair value of the underlying loan that would result from the exercise of that
commitment and on changes in the probability that the loan will not fund within the terms of the
commitment (referred to as a fall-out factor). The value of that loan is affected primarily by
changes in interest rates and the passage of time. The value of the MSRs is recognized only after
the servicing asset has been contractually separated from the underlying loan by sale or
securitization.
Outstanding derivative loan commitments expose us to the risk that the price of the loans
underlying the commitments might decline due to increases in mortgage interest rates from inception
of the rate lock to the funding of the loan. To minimize this risk, we utilize Treasury futures,
forwards and options, Eurodollar futures and forward contracts to economically hedge the potential
decreases in the values of the loans that could result from the exercise of the loan commitments.
We expect that these derivative financial instruments will experience changes in
22
fair value that will either fully or partially offset the changes in fair value of the derivative
loan commitments.
Market Risk Trading Activities
From a market risk perspective, our net income is exposed to changes in interest rates, credit
spreads, foreign exchange rates, equity and commodity prices and their implied volatilities. The
primary purpose of our trading businesses is to accommodate customers in the management of their
market price risks. Also, we take positions based on market expectations or to benefit from price
differences between financial instruments and markets, subject to risk limits established and
monitored by Corporate ALCO. All securities, foreign exchange transactions, commodity transactions
and derivatives transacted with customers or used to hedge capital market transactions with
customers are carried at fair value. The Institutional Risk Committee establishes and monitors
counterparty risk limits. The credit risk amount and estimated net fair value of all customer
accommodation derivatives at March 31, 2006, and December 31, 2005, are included in Note 19
(Derivatives) to Financial Statements. Open, at risk positions for all trading business are
monitored by Corporate ALCO.
The standardized approach for monitoring and reporting market risk for the trading activities is
the value-at-risk (VAR) metrics complemented with factor analysis and stress testing. VAR measures
the worst expected loss over a given time interval and within a given confidence interval. We
measure and report daily VAR at a 99% confidence interval based on actual changes in rates and
prices over the past 250 days. The analysis captures all financial instruments that are considered
trading positions. The average one-day VAR throughout first quarter 2006 was $12.5 million, with a
lower bound of $11.1 million and an upper bound of $14.0 million.
Market Risk Equity Markets
We are directly and indirectly affected by changes in the equity markets. We make and manage direct
equity investments in start-up businesses, emerging growth companies, management buy-outs,
acquisitions and corporate recapitalizations. We also invest in non-affiliated funds that make
similar private equity investments. These private equity investments are made within capital
allocations approved by management and the Board of Directors (the Board). The Board reviews
business developments, key risks and historical returns for the private equity investments at least
annually. Management reviews these investments at least quarterly and assesses them for possible
other-than-temporary impairment. For nonmarketable investments, the analysis is based on facts and
circumstances of each individual investment and the expectations for that investments cash flows
and capital needs, the viability of its business model and our exit strategy. Private equity
investments totaled $1,603 million at March 31, 2006, compared with $1,537 million at December 31,
2005.
We also have marketable equity securities in the available for sale investment portfolio, including
securities relating to our venture capital activities. We manage these investments within capital
risk limits approved by management and the Board and monitored by Corporate ALCO. Gains and losses
on these securities are recognized in net income when realized and other-than-temporary impairment
may be periodically recorded when identified. The initial indicator of impairment for marketable
equity securities is a sustained decline in market price below the amount recorded for that
investment. We consider a variety of factors, such as the
23
length of time and the extent to which the market value has been less than cost; the issuers
financial condition, capital strength, and near-term prospects; any recent events specific to that
issuer and economic conditions of its industry; and, to a lesser degree, our investment horizon in
relationship to an anticipated near-term recovery in the stock price, if any. The fair value of
marketable equity securities was $875 million and cost was $556 million at March 31, 2006, compared
with $900 million and $558 million, respectively, at December 31, 2005.
Changes in equity market prices may also indirectly affect our net income (1) by affecting the
value of third party assets under management and, hence, fee income, (2) by affecting particular
borrowers, whose ability to repay principal and/or interest may be affected by the stock market, or
(3) by affecting brokerage activity, related commission income and other business activities. Each
business line monitors and manages these indirect risks.
Liquidity And Funding
The objective of effective liquidity management is to ensure that we can meet customer loan
requests, customer deposit maturities/withdrawals and other cash commitments efficiently under both
normal operating conditions and under unpredictable circumstances of industry or market stress. To
achieve this objective, Corporate ALCO establishes and monitors liquidity guidelines that require
sufficient asset-based liquidity to cover potential funding requirements and to avoid
over-dependence on volatile, less reliable funding markets. We set these guidelines for both the
consolidated balance sheet and for the Parent to ensure that the Parent is a source of strength for
its regulated, deposit-taking banking subsidiaries.
Debt securities in the securities available for sale portfolio provide asset liquidity, in addition
to the immediately liquid resources of cash and due from banks and federal funds sold and
securities purchased under resale agreements. Asset liquidity is further enhanced by our ability to
sell or securitize loans in secondary markets through whole-loan sales and securitizations.
Core customer deposits have historically provided a sizeable source of relatively stable and
low-cost funds. The remaining assets were funded by long-term debt, deposits in foreign offices,
short-term borrowings (federal funds purchased, securities sold under repurchase agreements,
commercial paper and other short-term borrowings) and trust preferred securities.
Liquidity is also available through our ability to raise funds in a variety of domestic and
international money and capital markets. We access capital markets for long-term funding by issuing
registered debt, private placements and asset-backed secured funding. In September 2003, Moodys
Investors Service rated Wells Fargo Bank, N.A. as Aaa, its highest investment grade, and rated
the Companys senior debt as Aa1. Rating agencies base their ratings on many quantitative and
qualitative factors, including capital adequacy, liquidity, asset quality, business mix, and level
and quality of earnings.
Parent. In July 2005, the Parents registration statement with the SEC for issuance of $30 billion
in senior and subordinated notes, preferred stock and other securities became effective. During
first quarter 2006, the Parent issued a total of $6.8 billion of registered senior notes, including
$.9 billion (denominated in pounds sterling) sold primarily in the United Kingdom and $1.2 billion
(denominated in Eurodollars) sold primarily in Europe. At March 31, 2006, the Parents remaining
issuance capacity under its effective registration statements was $19.1 billion.
24
Also, in
first quarter 2006, the Parent issued $.5 billion (denominated in Australian dollars) in private
placements under the Parents Australian debt issuance program. We used the proceeds from
securities issued in first quarter 2006 for general corporate purposes and expect that the proceeds
in the future will also be used for general corporate purposes. The Parent also issues commercial
paper from time to time.
Wells Fargo Bank, N.A. In March 2003, Wells Fargo Bank, N.A. established a $50 billion bank note
program under which it may issue up to $20 billion in short-term senior notes outstanding at any
time and up to a total of $30 billion in long-term senior notes. Securities are issued under this
program as private placements in accordance with Office of the Comptroller of the Currency (OCC)
regulations. During first quarter 2006, Wells Fargo Bank, N.A. issued $50 million in long-term
senior notes. At March 31, 2006, the remaining long-term issuance authority was $6.7 billion.
Wells Fargo Financial. In January 2006, Wells Fargo Financial Canada Corporation (WFFCC), a
wholly-owned Canadian subsidiary of Wells Fargo Financial, Inc. (WFFI), qualified for distribution
with the provincial securities exchanges in Canada $7.0 billion (Canadian) of issuance authority.
During first quarter 2006, WFFCC issued $.5 billion (Canadian) in senior notes. At March 31, 2006,
the remaining issuance capacity for WFFCC was $6.5 billion (Canadian). WFFI issued $.5 billion
(U.S.) in private placements in March 2006.
CAPITAL MANAGEMENT
We have an active program for managing stockholder capital. We use capital to fund organic growth,
acquire banks and other financial services companies, pay dividends and repurchase our shares. Our
objective is to produce above market long-term returns by opportunistically using capital when
returns are perceived to be high and issuing/accumulating capital when such costs are perceived to
be low.
From time to time our Board of Directors authorizes the Company to repurchase shares of our common
stock. Although we announce when our Board authorizes share repurchases, we typically do not give
any public notice before we repurchase our shares. Various factors determine the amount and timing
of our share repurchases, including our capital requirements, the number of shares we expect to
issue for acquisitions and employee benefit plans, market conditions (including the trading price
of our stock), and legal considerations. These factors can change at any time, and there can be no
assurance as to the number of shares we will repurchase or when we will repurchase them.
Historically, our policy has been to repurchase shares under the safe harbor conditions of Rule
10b-18 of the Exchange Act including a limitation on the daily volume of repurchases. Rule 10b-18
imposes an additional daily volume limitation on share repurchases during a pending merger or
acquisition in which shares of our stock will constitute some or all of the consideration. Our
management may determine that during a pending stock merger or acquisition when the safe harbor
would otherwise be available, it is in our best interest to repurchase shares in excess of this
additional daily volume limitation. In such cases, we intend to repurchase shares in compliance
with the other conditions of the safe harbor, including the standing daily volume limitation that
applies whether or not there is a pending stock merger or acquisition.
25
In 2005, the Board authorized the repurchase of up to 75 million additional shares of our
outstanding common stock. During first quarter 2006, we repurchased approximately 10 million shares
of our common stock. At March 31, 2006, the total remaining common stock repurchase authority under
the 2005 authorizations was approximately 25 million shares. (For additional information regarding
share repurchases and repurchase authorizations, see Part II Item 2 of this Report.)
Our potential sources of capital include retained earnings, and issuances of common and preferred
stock and subordinated debt. In first quarter 2006, retained earnings increased $1.2 billion,
predominantly resulting from net income of $2.0 billion and $.1 billion from the adoption of FAS
156 upon re-measurement of our residential MSRs to fair value, less dividends of $.9 billion. In
first quarter 2006, we issued $590 million of common stock under various employee benefit and
director plans and under our dividend reinvestment and direct stock repurchase programs.
At
March 31, 2006, the Company and each of our covered subsidiary banks
were well capitalized under applicable regulatory
capital adequacy guidelines. See
Note 18 (Regulatory and Agency Capital Requirements) to
Financial Statements for additional information.
26
RISK FACTORS
An investment in the Company has risk. In addition, this Report contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995, including statements
about:
|
|
|
the expected impact of expensing stock options on quarterly earnings per share for the
remainder of 2006; |
|
|
|
future credit losses and nonperforming assets, including changes in the amount of
nonaccrual loans due to portfolio growth, portfolio seasoning, and other factors; |
|
|
|
the extent to which changes in the fair value of derivative financial instruments will
offset changes in the fair value of derivative loan commitments; |
|
|
|
future short-term and long-term interest rate levels and their impact on net interest
margin, net income, liquidity and capital; |
|
|
|
the anticipated use of proceeds from the issuance of securities; |
|
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|
the amount and timing of future contributions to the Cash Balance Plan; |
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|
the recovery of our investment in variable interest entities; |
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|
future reclassification to earnings of deferred net gains on derivatives; |
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|
expected completion dates of pending business combinations and other acquisitions; and |
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|
the amount of contingent consideration payable in connection with certain acquisitions. |
Refer to our 2005 Form 10-K, including Risk Factors, for information about factors that could
cause our financial results and condition to vary significantly from period to period and/or cause
us not to realize expectations for our future financial or business performance that we may express
in forward-looking statements. The information in this Report, including the discussion below and
under Risk Management in the Financial Review section, supplements, and in some cases modifies,
the information in our 2005 Form 10-K.
Changes in interest rates could also reduce the value of our mortgage servicing rights and
earnings.
We have a sizeable portfolio of mortgage servicing rights. A mortgage servicing right (MSR) is the
right to service a mortgage loan collect principal, interest, escrow amounts, etc. for a fee.
We acquire MSRs when we originate mortgage loans and keep the servicing rights after we sell or
securitize the loans or when we purchase the servicing rights to mortgage loans originated by other
lenders. Effective January 1, 2006, upon adoption of FAS 156, we elected to initially measure and
carry our residential MSRs using the fair value measurement method. Fair value is the present value
of estimated future net servicing income, calculated based on a number of variables, including
assumptions about the likelihood of prepayment by borrowers.
Changes in interest rates can affect prepayment assumptions and thus fair value. When interest
rates fall, borrowers are more likely to prepay their mortgage loans by refinancing them at a lower
rate. As the likelihood of prepayment increases, the fair value of our MSRs can decrease. Each
quarter we evaluate the fair value of our MSRs, and any decrease in fair value reduces earnings in
the period in which the decrease occurs.
27
For more information, refer to Critical Accounting Policies and Risk Management
Asset/Liability and Market Risk Management Mortgage Banking Interest Rate Risk in the Financial
Review section of this Report.
Our mortgage banking revenue can be volatile from quarter to quarter.
We earn revenue from fees we receive for originating mortgage loans and for servicing mortgage
loans. When rates rise, the demand for mortgage loans tends to fall, reducing the revenue we
receive from loan originations. At the same time, revenue from our MSRs can increase, through
increases in fair value. When rates fall, mortgage originations tend to increase and the value of
our MSRs tends to decline, also with some offsetting revenue effect. Even though they can act as a
natural hedge, the hedge is not perfect, either in amount or timing. For example, the negative
effect on revenue from a decrease in the fair value of residential MSRs is immediate, but any
offsetting revenue benefit from more originations and the MSRs relating to the new loans would
accrue over time.
We typically use derivatives and other instruments to hedge our mortgage banking interest rate
risk. We generally do not hedge all of our risk, and the fact that we attempt to hedge any of the
risk does not mean we will be successful. Hedging is a complex process, requiring sophisticated
models and constant monitoring, and is not a perfect science. We may use hedging instruments tied
to U.S. Treasury rates or Eurodollars that may not perfectly correlate with the value or income
being hedged. We could incur losses from our hedging activities. There may be periods where we
elect not to use derivatives and other instruments to hedge mortgage banking interest rate risk.
For more information, refer to Risk Management Asset/Liability and Market Risk Management
Mortgage Banking Interest Rate Risk in the Financial Review section of this Report.
We may incur fines, penalties and other negative consequences from regulatory violations, possibly
even inadvertent or unintentional violations.
We maintain systems and procedures designed to ensure that we comply with applicable laws and
regulations. However, some legal/regulatory frameworks provide for the imposition of fines or
penalties for noncompliance even though the noncompliance was inadvertent or unintentional and even
though there was in place at the time systems and procedures designed to ensure compliance. For
example, we are subject to regulations issued by the Office of Foreign Assets Control (OFAC) that
prohibit financial institutions from participating in the transfer of property belonging to the
governments of certain foreign countries and designated nationals of those countries. OFAC may
impose penalties for inadvertent or unintentional violations even if reasonable processes are in
place to prevent the violations. Therefore, the establishment and maintenance of systems and
procedures reasonably designed to ensure compliance cannot guarantee that we will be able to avoid
a fine or penalty for noncompliance. There may be other negative consequences resulting from a
finding of noncompliance, including restrictions on certain activities. Such a finding may also
damage our reputation (see Negative publicity could damage our reputation under Risk Factors in
our 2005 Form 10-K) and could restrict the ability of institutional investment managers to invest
in our securities.
28
CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As required by SEC rules, the Companys management evaluated the effectiveness, as of March 31,
2006, of the Companys disclosure controls and procedures. The Companys chief executive officer
and chief financial officer participated in the evaluation. Based on this evaluation, the Companys
chief executive officer and chief financial officer concluded that the Companys disclosure
controls and procedures were effective as of March 31, 2006.
Internal Control Over Financial Reporting
Internal control over financial reporting is defined in Rule 13a-15(f) promulgated under the
Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the
companys principal executive and principal financial officers and effected by the companys board
of directors, management and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with U.S. generally accepted accounting principles (GAAP) and includes those
policies and procedures that:
|
|
|
pertain to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of assets of the company; |
|
|
|
provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with GAAP, and that receipts and
expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and |
|
|
|
provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the companys assets that could have a material effect
on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Projections of any evaluation of effectiveness to future periods are subject
to the risk that controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate. No change occurred during
first quarter 2006 that has materially affected, or is reasonably likely to materially affect, the
Companys internal control over financial reporting.
29
WELLS FARGO & COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended March 31 |
, |
(in millions, except per share amounts) |
|
2006 |
|
|
2005 |
|
|
INTEREST INCOME |
|
|
|
|
|
|
|
|
Trading assets |
|
$ |
69 |
|
|
$ |
44 |
|
Securities available for sale |
|
|
663 |
|
|
|
456 |
|
Mortgages held for sale |
|
|
609 |
|
|
|
430 |
|
Loans held for sale |
|
|
11 |
|
|
|
112 |
|
Loans |
|
|
6,110 |
|
|
|
4,780 |
|
Other interest income |
|
|
70 |
|
|
|
51 |
|
|
|
|
|
|
|
|
Total interest income |
|
|
7,532 |
|
|
|
5,873 |
|
|
|
|
|
|
|
|
INTEREST EXPENSE |
|
|
|
|
|
|
|
|
Deposits |
|
|
1,482 |
|
|
|
692 |
|
Short-term borrowings |
|
|
270 |
|
|
|
149 |
|
Long-term debt |
|
|
910 |
|
|
|
579 |
|
|
|
|
|
|
|
|
Total interest expense |
|
|
2,662 |
|
|
|
1,420 |
|
|
|
|
|
|
|
|
NET INTEREST INCOME |
|
|
4,870 |
|
|
|
4,453 |
|
Provision for credit losses |
|
|
433 |
|
|
|
585 |
|
|
|
|
|
|
|
|
Net interest income after provision for credit losses |
|
|
4,437 |
|
|
|
3,868 |
|
|
|
|
|
|
|
|
NONINTEREST INCOME |
|
|
|
|
|
|
|
|
Service charges on deposit accounts |
|
|
623 |
|
|
|
578 |
|
Trust and investment fees |
|
|
663 |
|
|
|
602 |
|
Card fees |
|
|
384 |
|
|
|
326 |
|
Other fees |
|
|
488 |
|
|
|
453 |
|
Mortgage banking |
|
|
415 |
|
|
|
814 |
|
Operating leases |
|
|
201 |
|
|
|
208 |
|
Insurance |
|
|
364 |
|
|
|
337 |
|
Net losses on debt securities available for sale |
|
|
(35 |
) |
|
|
(4 |
) |
Net gains from equity investments |
|
|
190 |
|
|
|
71 |
|
Other |
|
|
392 |
|
|
|
251 |
|
|
|
|
|
|
|
|
Total noninterest income |
|
|
3,685 |
|
|
|
3,636 |
|
|
|
|
|
|
|
|
NONINTEREST EXPENSE |
|
|
|
|
|
|
|
|
Salaries |
|
|
1,672 |
|
|
|
1,480 |
|
Incentive compensation |
|
|
668 |
|
|
|
465 |
|
Employee benefits |
|
|
589 |
|
|
|
547 |
|
Equipment |
|
|
335 |
|
|
|
370 |
|
Net occupancy |
|
|
336 |
|
|
|
404 |
|
Operating leases |
|
|
161 |
|
|
|
158 |
|
Other |
|
|
1,313 |
|
|
|
1,268 |
|
|
|
|
|
|
|
|
Total noninterest expense |
|
|
5,074 |
|
|
|
4,692 |
|
|
|
|
|
|
|
|
INCOME BEFORE INCOME TAX EXPENSE |
|
|
3,048 |
|
|
|
2,812 |
|
Income tax expense |
|
|
1,030 |
|
|
|
956 |
|
|
|
|
|
|
|
|
NET INCOME |
|
$ |
2,018 |
|
|
$ |
1,856 |
|
|
|
|
|
|
|
|
EARNINGS PER COMMON SHARE |
|
$ |
1.20 |
|
|
$ |
1.09 |
|
DILUTED EARNINGS PER COMMON SHARE |
|
$ |
1.19 |
|
|
$ |
1.08 |
|
DIVIDENDS DECLARED PER COMMON SHARE |
|
$ |
.52 |
|
|
$ |
.48 |
|
Average common shares outstanding |
|
|
1,679.2 |
|
|
|
1,695.4 |
|
Diluted average common shares outstanding |
|
|
1,697.9 |
|
|
|
1,715.7 |
|
|
The accompanying notes are an integral part of these statements.
30
WELLS FARGO & COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31 |
, |
|
December 31 |
, |
|
March 31 |
, |
(in millions, except shares) |
|
2006 |
|
|
2005 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks |
|
$ |
13,224 |
|
|
$ |
15,397 |
|
|
$ |
13,467 |
|
Federal funds sold, securities purchased under
resale agreements and other short-term investments |
|
|
4,954 |
|
|
|
5,306 |
|
|
|
4,784 |
|
Trading assets |
|
|
9,930 |
|
|
|
10,905 |
|
|
|
8,487 |
|
Securities available for sale |
|
|
51,195 |
|
|
|
41,834 |
|
|
|
31,685 |
|
Mortgages held for sale |
|
|
43,521 |
|
|
|
40,534 |
|
|
|
38,724 |
|
Loans held for sale |
|
|
629 |
|
|
|
612 |
|
|
|
1,769 |
|
|
|
|
306,676 |
|
|
|
310,837 |
|
|
|
290,588 |
|
Allowance for loan losses |
|
|
(3,845 |
) |
|
|
(3,871 |
) |
|
|
(3,783 |
) |
|
|
|
|
|
|
|
|
|
|
Net loans |
|
|
302,831 |
|
|
|
306,966 |
|
|
|
286,805 |
|
|
|
|
|
|
|
|
|
|
|
Mortgage servicing rights: |
|
|
|
|
|
|
|
|
|
|
|
|
Measured at fair value (residential MSRs beginning 2006) |
|
|
13,800 |
|
|
|
|
|
|
|
|
|
Amortized |
|
|
142 |
|
|
|
12,511 |
|
|
|
8,972 |
|
Premises and equipment, net |
|
|
4,493 |
|
|
|
4,417 |
|
|
|
3,898 |
|
Goodwill |
|
|
11,050 |
|
|
|
10,787 |
|
|
|
10,645 |
|
Other assets |
|
|
36,659 |
|
|
|
32,472 |
|
|
|
26,407 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
492,428 |
|
|
$ |
481,741 |
|
|
$ |
435,643 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing deposits |
|
$ |
88,701 |
|
|
$ |
87,712 |
|
|
$ |
82,872 |
|
Interest-bearing deposits |
|
|
219,604 |
|
|
|
226,738 |
|
|
|
190,291 |
|
|
|
|
|
|
|
|
|
|
|
Total deposits |
|
|
308,305 |
|
|
|
314,450 |
|
|
|
273,163 |
|
Short-term borrowings |
|
|
21,350 |
|
|
|
23,892 |
|
|
|
24,451 |
|
Accrued expenses and other liabilities |
|
|
36,312 |
|
|
|
23,071 |
|
|
|
22,649 |
|
Long-term debt |
|
|
84,500 |
|
|
|
79,668 |
|
|
|
76,903 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
450,467 |
|
|
|
441,081 |
|
|
|
397,166 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock |
|
|
634 |
|
|
|
325 |
|
|
|
535 |
|
Common stock $1-2/3 par value, authorized
6,000,000,000 shares; issued 1,736,381,025 shares |
|
|
2,894 |
|
|
|
2,894 |
|
|
|
2,894 |
|
Additional paid-in capital |
|
|
10,373 |
|
|
|
9,934 |
|
|
|
9,843 |
|
Retained earnings |
|
|
31,750 |
|
|
|
30,580 |
|
|
|
27,512 |
|
Cumulative other comprehensive income |
|
|
576 |
|
|
|
665 |
|
|
|
693 |
|
Treasury stock 57,562,467 shares, 58,797,993 shares
and 44,059,109 shares |
|
|
(3,587 |
) |
|
|
(3,390 |
) |
|
|
(2,428 |
) |
Unearned ESOP shares |
|
|
(679 |
) |
|
|
(348 |
) |
|
|
(572 |
) |
|
|
|
|
|
|
|
|
|
|
Total stockholders equity |
|
|
41,961 |
|
|
|
40,660 |
|
|
|
38,477 |
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
492,428 |
|
|
$ |
481,741 |
|
|
$ |
435,643 |
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these statements.
31
WELLS FARGO & COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
AND COMPREHENSIVE INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
|
other |
|
|
|
|
|
|
Unearned |
|
|
Total |
|
|
|
Number of |
|
|
Preferred |
|
|
Common |
|
|
paid-in |
|
|
Retained |
|
|
comprehensive |
|
|
Treasury |
|
|
ESOP |
|
|
stockholders |
' |
(in millions, except shares) |
|
common shares |
|
|
stock |
|
|
stock |
|
|
capital |
|
|
earnings |
|
|
income |
|
|
stock |
|
|
shares |
|
|
equity |
|
|
|
BALANCE DECEMBER 31, 2004 |
|
|
1,694,591,637 |
|
|
$ |
270 |
|
|
$ |
2,894 |
|
|
$ |
9,806 |
|
|
$ |
26,482 |
|
|
$ |
950 |
|
|
$ |
(2,247 |
) |
|
$ |
(289 |
) |
|
$ |
37,866 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,856 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,856 |
|
Other comprehensive income, net of tax: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Translation adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
(1 |
) |
Net unrealized losses on securities
available for sale and other interests
held, net of reclassification of
$9 million of net gains included
in net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(292 |
) |
|
|
|
|
|
|
|
|
|
|
(292 |
) |
Net unrealized gains on derivatives and
hedging activities, net of reclassification
of $20 million of net gains on cash
flow hedges included in net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36 |
|
|
|
|
|
|
|
|
|
|
|
36 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,599 |
|
Common stock issued |
|
|
6,505,126 |
|
|
|
|
|
|
|
|
|
|
|
(12 |
) |
|
|
(11 |
) |
|
|
|
|
|
|
352 |
|
|
|
|
|
|
|
329 |
|
Common stock repurchased |
|
|
(10,400,245 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(623 |
) |
|
|
|
|
|
|
(623 |
) |
Preferred stock (363,000) issued to ESOP |
|
|
|
|
|
|
363 |
|
|
|
|
|
|
|
24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(387 |
) |
|
|
|
|
Preferred stock released to ESOP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
104 |
|
|
|
97 |
|
Preferred stock (97,203) converted to common
shares |
|
|
1,625,398 |
|
|
|
(97 |
) |
|
|
|
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
90 |
|
|
|
|
|
|
|
|
|
Common stock dividends |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(815 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(815 |
) |
Tax benefit upon exercise of stock options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24 |
|
Other, net |
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change |
|
|
(2,269,721 |
) |
|
|
265 |
|
|
|
|
|
|
|
37 |
|
|
|
1,030 |
|
|
|
(257 |
) |
|
|
(181 |
) |
|
|
(283 |
) |
|
|
611 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,692,321,916 |
|
|
$ |
535 |
|
|
$ |
2,894 |
|
|
$ |
9,843 |
|
|
$ |
27,512 |
|
|
$ |
693 |
|
|
$ |
(2,428 |
) |
|
$ |
(572 |
) |
|
$ |
38,477 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE DECEMBER 31, 2005 |
|
|
1,677,583,032 |
|
|
$ |
325 |
|
|
$ |
2,894 |
|
|
$ |
9,934 |
|
|
$ |
30,580 |
|
|
$ |
665 |
|
|
$ |
(3,390 |
) |
|
$ |
(348 |
) |
|
$ |
40,660 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative effect from adoption of FAS 156 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE JANUARY 1, 2006 |
|
|
1,677,583,032 |
|
|
|
325 |
|
|
|
2,894 |
|
|
|
9,934 |
|
|
|
30,681 |
|
|
|
665 |
|
|
|
(3,390 |
) |
|
|
(348 |
) |
|
|
40,761 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,018 |
|
Other comprehensive income, net of tax: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum pension liability adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
(3 |
) |
Net unrealized losses on securities
available for sale and other interests
held, net of reclassification of
$53 million of net gains included
in net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(205 |
) |
|
|
|
|
|
|
|
|
|
|
(205 |
) |
Net unrealized gains on derivatives and
hedging activities, net of reclassification
of $30 million of net gains on cash
flow hedges included in net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
119 |
|
|
|
|
|
|
|
|
|
|
|
119 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,929 |
|
Common stock issued |
|
|
9,899,179 |
|
|
|
|
|
|
|
|
|
|
|
(16 |
) |
|
|
(75 |
) |
|
|
|
|
|
|
576 |
|
|
|
|
|
|
|
485 |
|
Common stock repurchased |
|
|
(10,306,806 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(646 |
) |
|
|
|
|
|
|
(646 |
) |
Preferred stock (414,000) issued to ESOP |
|
|
|
|
|
|
414 |
|
|
|
|
|
|
|
29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(443 |
) |
|
|
|
|
Preferred stock released to ESOP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
112 |
|
|
|
105 |
|
Preferred stock (105,037) converted to common
shares |
|
|
1,643,153 |
|
|
|
(105 |
) |
|
|
|
|
|
|
9 |
|
|
|
|
|
|
|
|
|
|
|
96 |
|
|
|
|
|
|
|
|
|
Common stock dividends |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(874 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(874 |
) |
Tax benefit upon exercise of stock options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52 |
|
Stock option compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52 |
|
Net change in deferred compensation and
related plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
(12 |
) |
|
|
|
|
|
|
|
|
Reclassification of share-based plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
308 |
|
|
|
|
|
|
|
|
|
|
|
(211 |
) |
|
|
|
|
|
|
97 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change |
|
|
1,235,526 |
|
|
|
309 |
|
|
|
|
|
|
|
439 |
|
|
|
1,069 |
|
|
|
(89 |
) |
|
|
(197 |
) |
|
|
(331 |
) |
|
|
1,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,678,818,558 |
|
|
$ |
634 |
|
|
$ |
2,894 |
|
|
$ |
10,373 |
|
|
$ |
31,750 |
|
|
$ |
576 |
|
|
$ |
(3,587 |
) |
|
$ |
(679 |
) |
|
$ |
41,961 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these statements.
32
WELLS FARGO & COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended March 31 |
, |
(in millions) |
|
2006 |
|
|
2005 |
|
|
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
2,018 |
|
|
$ |
1,856 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Provision for credit losses |
|
|
433 |
|
|
|
585 |
|
Reversal of provision for mortgage servicing rights in excess of fair value |
|
|
|
|
|
|
(271 |
) |
Change in fair value of residential MSRs |
|
|
45 |
|
|
|
|
|
Depreciation and amortization |
|
|
540 |
|
|
|
1,053 |
|
Net gains on securities available for sale |
|
|
(86 |
) |
|
|
(7 |
) |
Net gains on mortgage loan origination/sales activities |
|
|
(273 |
) |
|
|
(293 |
) |
Other net losses (gains) |
|
|
(144 |
) |
|
|
32 |
|
Preferred shares released to ESOP |
|
|
105 |
|
|
|
97 |
|
Stock option compensation expense |
|
|
52 |
|
|
|
|
|
Excess tax benefits related to stock option payments |
|
|
(52 |
) |
|
|
|
|
Net decrease in trading assets |
|
|
975 |
|
|
|
513 |
|
Net increase in deferred income taxes |
|
|
206 |
|
|
|
461 |
|
Net increase in accrued interest receivable |
|
|
(17 |
) |
|
|
(82 |
) |
Net increase in accrued interest payable |
|
|
43 |
|
|
|
130 |
|
Originations of mortgages held for sale |
|
|
(51,280 |
) |
|
|
(44,189 |
) |
Proceeds from sales of mortgages originated for sale |
|
|
53,342 |
|
|
|
43,734 |
|
Principal collected on mortgages originated for sale |
|
|
341 |
|
|
|
518 |
|
Net increase in loans originated for sale |
|
|
(17 |
) |
|
|
(471 |
) |
Other assets, net |
|
|
(2,753 |
) |
|
|
(1,339 |
) |
Other accrued expenses and liabilities, net |
|
|
13,269 |
|
|
|
2,702 |
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
16,747 |
|
|
|
5,029 |
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Securities available for sale: |
|
|
|
|
|
|
|
|
Sales proceeds |
|
|
16,964 |
|
|
|
1,966 |
|
Prepayments and maturities |
|
|
1,644 |
|
|
|
1,699 |
|
Purchases |
|
|
(28,397 |
) |
|
|
(2,183 |
) |
Net cash acquired from (paid for) acquisitions |
|
|
(266 |
) |
|
|
5 |
|
Increase in banking subsidiaries loan originations, net of collections |
|
|
(8,841 |
) |
|
|
(4,900 |
) |
Proceeds from sales (including participations) of loans by banking subsidiaries |
|
|
9,244 |
|
|
|
4,885 |
|
Purchases (including participations) of loans by banking subsidiaries |
|
|
(1,562 |
) |
|
|
(3,136 |
) |
Principal collected on nonbank entities loans |
|
|
5,909 |
|
|
|
5,489 |
|
Loans originated by nonbank entities |
|
|
(6,908 |
) |
|
|
(7,731 |
) |
Proceeds from sales of foreclosed assets |
|
|
140 |
|
|
|
117 |
|
Net decrease in federal funds sold, securities purchased
under resale agreements and other short-term investments |
|
|
370 |
|
|
|
236 |
|
Net increase in mortgage servicing rights |
|
|
(813 |
) |
|
|
(1,021 |
) |
Other, net |
|
|
(1,495 |
) |
|
|
(2,915 |
) |
|
|
|
|
|
|
|
Net cash used by investing activities |
|
|
(14,011 |
) |
|
|
(7,489 |
) |
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Net decrease in deposits |
|
|
(6,216 |
) |
|
|
(1,695 |
) |
Net increase (decrease) in short-term borrowings |
|
|
(2,542 |
) |
|
|
2,489 |
|
Proceeds from issuance of long-term debt |
|
|
8,499 |
|
|
|
9,015 |
|
Long-term debt repayment |
|
|
(3,646 |
) |
|
|
(5,680 |
) |
Proceeds from issuance of common stock |
|
|
485 |
|
|
|
329 |
|
Common stock repurchased |
|
|
(646 |
) |
|
|
(623 |
) |
Cash dividends paid on common stock |
|
|
(874 |
) |
|
|
(815 |
) |
Excess tax benefits related to stock option payments |
|
|
52 |
|
|
|
|
|
Other, net |
|
|
(21 |
) |
|
|
4 |
|
|
|
|
|
|
|
|
Net cash provided (used) by financing activities |
|
|
(4,909 |
) |
|
|
3,024 |
|
|
|
|
|
|
|
|
Net change in cash and due from banks |
|
|
(2,173 |
) |
|
|
564 |
|
Cash and due from banks at beginning of quarter |
|
|
15,397 |
|
|
|
12,903 |
|
|
|
|
|
|
|
|
Cash and due from banks at end of quarter |
|
$ |
13,224 |
|
|
$ |
13,467 |
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information: |
|
|
|
|
|
|
|
|
Cash paid during the quarter for: |
|
|
|
|
|
|
|
|
Interest |
|
$ |
2,619 |
|
|
$ |
1,550 |
|
Income taxes |
|
|
90 |
|
|
|
461 |
|
Noncash investing and financing activities: |
|
|
|
|
|
|
|
|
Net transfers from loans to mortgages held for sale |
|
$ |
14,546 |
|
|
$ |
13,448 |
|
Net transfers from loans held for sale to loans |
|
|
|
|
|
|
7,444 |
|
Transfers from loans to foreclosed assets |
|
|
493 |
|
|
|
149 |
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these statements.
33
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Wells Fargo & Company is a diversified financial services company. We provide banking,
insurance, investments, mortgage banking and consumer finance through banking stores, the internet
and other distribution channels to consumers, businesses and institutions in all 50 states of the
U.S. and in other countries. When we refer to the Company, we, our and 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.
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 and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements and income and expenses
during the reporting period.
The information furnished in these unaudited interim statements reflects all adjustments that are,
in the opinion of management, necessary for a fair statement of the results for the periods
presented. These adjustments are of a normal recurring nature, unless otherwise disclosed in this
Form 10-Q. The results of operations in the interim statements do not necessarily indicate the
results that may be expected for the full year. The interim financial information should be read in
conjunction with our Annual Report on Form 10-K for the year ended December 31, 2005 (2005 Form
10-K).
Descriptions of our significant accounting policies are included in Note 1 (Summary of Significant
Accounting Policies) to Financial Statements in our 2005 Form 10-K. There have been no significant
changes to these policies, except as discussed below for transfers and servicing of financial
assets and stock-based compensation.
TRANSFERS AND SERVICING OF FINANCIAL ASSETS
We account for a transfer of financial assets as a sale when we surrender control of the
transferred assets. Effective January 1, 2006, upon adoption of Statement of Financial Accounting
Standards No. 156, Accounting for Servicing of Financial Assets an amendment of FASB Statement
No. 140 (FAS 156), servicing rights and other interests held resulting from the sale or
securitization of loans we originate (asset transfers), are initially measured at fair value at the
date of transfer. We recognize the rights to service mortgage loans for others, or mortgage
servicing rights (MSRs), as assets whether we purchase the MSRs or the MSRs result from an asset
transfer. We determine the fair value of servicing rights and other interests held at the date of
transfer using the present value of estimated future net servicing income, using assumptions that
market participants use in their estimates of values. We use quoted market prices when available to
determine the value of other interests held. Gain or loss on sale of loans depends on (a) proceeds
received and (b) the previous carrying amount of the financial assets transferred and any interests
we continue to hold (such as interest-only strips) based on relative fair value at the date of
transfer.
34
To determine the fair value of MSRs, we use a valuation model that calculates the present value of
estimated future net servicing income. We use assumptions in the valuation model that market
participants use in estimating future net servicing income, including estimates of prepayment
speeds, discount rate, cost to service, escrow account earnings, contractual servicing fee income,
ancillary income and late fees. This model is validated by an independent internal model validation
group operating in accordance with a model valuation policy approved by the Corporate
Asset/Liability Management Committee.
MSRs Measured at Fair Value
Effective January 1, 2006, upon adoption of FAS 156, we elected to initially measure and carry our
MSRs related to residential mortgage loans (residential MSRs) using the fair value method. Under
the fair value method, residential MSRs are carried on the balance sheet at fair value and the
changes in fair value, primarily due to changes in valuation inputs and assumptions and to the
collection/realization of expected cash flows, are reported in earnings in the period in which the
change occurs.
Effective January 1, 2006, upon the re-measurement of our residential MSRs at fair value, we
recorded a cumulative-effect adjustment to the 2006 beginning balance of retained earnings of $101
million after tax ($158 million pre tax) in our Statement of Changes in Stockholders Equity.
Amortized MSRs
Amortized MSRs, which include commercial MSRs and, prior to January 1, 2006, residential MSRs, are
carried at the lower of cost or market. These MSRs are amortized in proportion to, and over the
period of, estimated net servicing income. The amortization of MSRs is analyzed monthly and is
adjusted to reflect changes in prepayment speeds, as well as other factors.
At the end of each quarter, we evaluate amortized MSRs for possible impairment based on the
difference between the carrying amount and current fair value, in accordance with FAS 156. To
evaluate and measure impairment we stratify the portfolio based on certain risk characteristics,
including loan type and note rate. If temporary impairment exists, we establish a valuation
allowance through a charge to income for those risk stratifications with an excess of amortized
cost over the current fair value. If we later determine that all or a portion of the temporary
impairment no longer exists for a particular risk stratification, we will reduce the valuation
allowance through an increase to income.
Under our policy, we evaluate other-than-temporary impairment of MSRs by considering both
historical and projected trends in interest rates, pay off activity and whether the impairment
could be recovered through interest rate increases. We recognize a direct write-down when we
determine that the recoverability of a recorded valuation allowance is remote. A direct write-down
permanently reduces the carrying value of the MSRs, while a valuation allowance (temporary
impairment) can be reversed.
STOCK-BASED COMPENSATION
We have several stock-based employee compensation plans, which are more fully discussed in
Note 10. Prior to January 1, 2006, we accounted for stock options and stock awards under the
recognition and measurement provisions of Accounting Principles Board Opinion No. 25,
35
Accounting
for Stock Issued to Employees (APB 25), and related interpretations, as permitted by FAS 123,
Accounting for Stock-Based Compensation. Under this guidance, no stock option expense was
recognized in our income statement for periods prior to January 1, 2006, as all options granted
under our plans had an exercise price equal to the market value of the underlying common stock on
the date of grant. Effective January 1, 2006, we adopted FAS 123R, Share-Based Payment, using the
modified-prospective transition method. Accordingly, compensation cost recognized in first quarter
2006 includes; (1) compensation cost for all share-based payments granted prior to, but not yet
vested as of January 1, 2006, based on the grant date fair value estimated in accordance with FAS
123, and (2) compensation cost for all share-based awards granted on or after January 1, 2006,
including cost for retirement-eligible team members, which is immediately expensed upon grant,
based on the grant date fair value estimated in accordance with FAS 123R. Results for prior periods
have not been restated. In calculating the common stock equivalents for purposes of diluted
earnings per share, we selected the transition method provided by Financial Accounting Standards
Board (FASB) Staff Position FAS 123R-3, Transition Election Related to Accounting for the Tax
Effects of Share-Based Payment Awards.
As a result of adopting FAS 123R on January 1, 2006, our income before income taxes of $3,048
million and net income of $2,018 million for first quarter 2006 was $52 million and $33 million
lower, respectively, than if we had continued to account for share-based compensation under APB 25.
Basic and diluted earnings per share for first quarter 2006 of $1.20 and $1.19, respectively, were
both $.02 per share lower than if we had not adopted FAS 123R.
Prior to the adoption of FAS 123R, we presented all tax benefits of deductions resulting from the
exercise of stock options as operating cash flows in the Statement of Cash Flows. FAS 123R requires
the cash flows resulting from the tax benefits resulting from tax deductions in excess of the
compensation cost recognized for those options (excess tax benefits) to be classified as financing
cash flows. The $52 million excess tax benefit classified as a financing cash inflow would have
been classified as an operating cash inflow if we had not adopted FAS 123R.
Pro forma net income and earnings per common share information are provided in the following table
as if we accounted for employee stock option plans under the fair value method of FAS 123 in first
quarter 2005.
|
|
|
|
|
|
|
(in millions, except per share amounts) |
Quarter ended March 31, 2005 |
|
|
|
|
|
|
|
|
|
Net income, as reported |
|
$ |
1,856 |
|
Add: Stock-based employee compensation expense
included in reported net income, net of tax |
|
|
|
|
Less: Total stock-based employee
compensation expense under the fair value
method for all awards, net of tax |
|
|
(125 |
) |
|
|
|
|
Net income, pro forma |
|
$ |
1,731 |
|
|
|
|
|
Earnings per common share |
|
|
|
|
As reported |
|
$ |
1.09 |
|
Pro forma |
|
|
1.02 |
|
Diluted earnings per common share |
|
|
|
|
As reported |
|
$ |
1.08 |
|
Pro forma |
|
|
1.01 |
|
|
36
Stock options granted in our February 2005 grant, under our Long-Term Incentive Compensation Plan,
fully vested upon grant, resulting in full recognition of stock-based compensation expense under
the fair value method in the table above.
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.
Transactions completed in first quarter 2006 were:
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
Date |
|
|
Assets |
|
|
|
|
Secured Capital Corp / Secured Capital LLC, Los Angeles, California |
|
January 18 |
|
$ |
132 |
|
Martinius Corporation, Rogers, Minnesota |
|
March 1 |
|
|
91 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
223 |
|
|
|
|
|
|
|
|
|
|
|
At March 31, 2006, we had two pending business combinations with total assets of approximately $235
million. We expect to complete these transactions in second quarter 2006.
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mar. 31 |
, |
|
Dec. 31 |
, |
|
Mar. 31 |
, |
(in millions) |
|
2006 |
|
|
2005 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal funds sold and securities purchased under
resale agreements |
|
$ |
3,445 |
|
|
$ |
3,789 |
|
|
$ |
2,763 |
|
Interest-earning deposits |
|
|
904 |
|
|
|
847 |
|
|
|
1,376 |
|
Other short-term investments |
|
|
605 |
|
|
|
670 |
|
|
|
645 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
4,954 |
|
|
$ |
5,306 |
|
|
$ |
4,784 |
|
|
|
|
|
|
|
|
|
|
|
|
37
4. SECURITIES AVAILABLE FOR SALE
The following table provides the cost and fair value for the major categories of securities
available for sale carried at fair value. There were no securities classified as held to maturity
as of the periods presented.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mar. 31, 2006 |
|
|
Dec. 31, 2005 |
|
|
Mar. 31, 2005 |
|
|
|
|
|
|
|
Estimated |
|
|
|
|
|
|
Estimated |
|
|
|
|
|
|
Estimated |
|
|
|
|
|
|
|
fair |
|
|
|
|
|
|
fair |
|
|
|
|
|
|
fair |
|
(in millions) |
|
Cost |
|
|
value |
|
|
Cost |
|
|
value |
|
|
Cost |
|
|
value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities of U.S. Treasury and
federal agencies |
|
$ |
931 |
|
|
$ |
919 |
|
|
$ |
845 |
|
|
$ |
839 |
|
|
$ |
935 |
|
|
$ |
939 |
|
Securities of U.S. states and
political subdivisions |
|
|
2,923 |
|
|
|
3,040 |
|
|
|
3,048 |
|
|
|
3,191 |
|
|
|
3,343 |
|
|
|
3,492 |
|
Mortgage-backed securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal agencies |
|
|
34,268 |
|
|
|
34,312 |
|
|
|
25,304 |
|
|
|
25,616 |
|
|
|
17,937 |
|
|
|
18,412 |
|
Private collateralized mortgage obligations (1) |
|
|
5,628 |
|
|
|
5,730 |
|
|
|
6,628 |
|
|
|
6,750 |
|
|
|
4,784 |
|
|
|
4,849 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total mortgage-backed securities |
|
|
39,896 |
|
|
|
40,042 |
|
|
|
31,932 |
|
|
|
32,366 |
|
|
|
22,721 |
|
|
|
23,261 |
|
Other |
|
|
6,301 |
|
|
|
6,319 |
|
|
|
4,518 |
|
|
|
4,538 |
|
|
|
3,083 |
|
|
|
3,158 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt securities |
|
|
50,051 |
|
|
|
50,320 |
|
|
|
40,343 |
|
|
|
40,934 |
|
|
|
30,082 |
|
|
|
30,850 |
|
Marketable equity securities |
|
|
556 |
|
|
|
875 |
|
|
|
558 |
|
|
|
900 |
|
|
|
673 |
|
|
|
835 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
50,607 |
|
|
$ |
51,195 |
|
|
$ |
40,901 |
|
|
$ |
41,834 |
|
|
$ |
30,755 |
|
|
$ |
31,685 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Most of the private collateralized mortgage obligations are AAA-rated bonds collateralized
by 1-4 family residential first mortgages. |
The following table provides the components of the estimated unrealized net gains on
securities available for sale. The estimated unrealized net gains and losses on securities
available for sale are reported on an after-tax basis as a component of cumulative other
comprehensive income.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mar. 31, |
|
|
Dec. 31, |
|
|
Mar. 31 |
, |
(in millions) |
|
2006 |
|
|
2005 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated unrealized gross gains |
|
$ |
792 |
|
|
$ |
1,041 |
|
|
$ |
1,043 |
|
Estimated unrealized gross losses |
|
|
(204 |
) |
|
|
(108 |
) |
|
|
(113 |
) |
|
|
|
|
|
|
|
|
|
|
Estimated unrealized net gains |
|
$ |
588 |
|
|
$ |
933 |
|
|
$ |
930 |
|
|
|
|
|
|
|
|
|
|
|
|
The following table shows the realized net gains on the sales of securities from the securities
available for sale portfolio, including marketable equity securities.
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended March 31 |
, |
(in millions) |
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
Realized gross gains |
|
$ |
171 |
|
|
$ |
113 |
|
Realized gross losses (1) |
|
|
(85 |
) |
|
|
(106 |
) |
|
|
|
|
|
|
|
Realized net gains |
|
$ |
86 |
|
|
$ |
7 |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes other-than-temporary impairment of nil for first quarter 2006 and $10 million for
first quarter 2005. |
38
5. LOANS AND ALLOWANCE FOR CREDIT LOSSES
A summary of the major categories of loans outstanding is shown in the following table. Outstanding
loan balances reflect unearned income, net deferred loan fees, and unamortized discount and premium
totaling $3,561 million, $3,918 million and $3,793 million, at March 31, 2006, December 31, 2005,
and March 31, 2005, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mar. 31 |
, |
|
Dec. 31 |
, |
|
Mar. 31 |
, |
(in millions) |
|
2006 |
|
|
2005 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and commercial real estate: |
|
|
|
|
|
|
|
|
|
|
|
|
Commercial |
|
$ |
63,836 |
|
|
$ |
61,552 |
|
|
$ |
56,245 |
|
Other real estate mortgage |
|
|
28,754 |
|
|
|
28,545 |
|
|
|
29,941 |
|
Real estate construction |
|
|
14,308 |
|
|
|
13,406 |
|
|
|
9,392 |
|
Lease financing |
|
|
5,402 |
|
|
|
5,400 |
|
|
|
5,121 |
|
|
|
|
|
|
|
|
|
|
|
Total commercial and commercial real estate |
|
|
112,300 |
|
|
|
108,903 |
|
|
|
100,699 |
|
Consumer: |
|
|
|
|
|
|
|
|
|
|
|
|
Real estate 1-4 family first mortgage |
|
|
66,106 |
|
|
|
77,768 |
|
|
|
77,281 |
|
Real estate 1-4 family junior lien mortgage |
|
|
61,115 |
|
|
|
59,143 |
|
|
|
53,867 |
|
Credit card |
|
|
11,618 |
|
|
|
12,009 |
|
|
|
10,128 |
|
Other revolving credit and installment |
|
|
49,295 |
|
|
|
47,462 |
|
|
|
44,250 |
|
|
|
|
|
|
|
|
|
|
|
Total consumer |
|
|
188,134 |
|
|
|
196,382 |
|
|
|
185,526 |
|
Foreign |
|
|
6,242 |
|
|
|
5,552 |
|
|
|
4,363 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans |
|
$ |
306,676 |
|
|
$ |
310,837 |
|
|
$ |
290,588 |
|
|
|
|
|
|
|
|
|
|
|
|
The recorded investment in impaired loans and the methodology used to measure impairment was:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mar. 31 |
, |
|
Dec. 31 |
, |
|
Mar. 31 |
, |
(in millions) |
|
2006 |
|
|
2005 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment measurement based on: |
|
|
|
|
|
|
|
|
|
|
|
|
Collateral value method |
|
$ |
111 |
|
|
$ |
115 |
|
|
$ |
198 |
|
Discounted cash flow method |
|
|
26 |
|
|
|
75 |
|
|
|
99 |
|
|
|
|
|
|
|
|
|
|
|
Total (1) |
|
$ |
137 |
|
|
$ |
190 |
|
|
$ |
297 |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes $49 million, $56 million and $89 million of impaired loans with a related
allowance of $11 million, $10 million and $17 million at March 31, 2006, December 31, 2005,
and March 31, 2005, respectively. |
The average recorded investment in impaired loans was $160 million for first quarter 2006 and
$302 million for first quarter 2005.
39
The allowance for credit losses consists of the allowance for loan losses and the reserve for
unfunded credit commitments. Changes in the allowance for credit losses were:
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended March 31 |
, |
(in millions) |
|
2006 |
|
|
2005 |
|
|
Balance, beginning of period |
|
$ |
4,057 |
|
|
$ |
3,950 |
|
Provision for credit losses |
|
|
433 |
|
|
|
585 |
|
|
|
|
|
|
|
|
|
|
Commercial and commercial real estate: |
|
|
|
|
|
|
|
|
Commercial |
|
|
(79 |
) |
|
|
(84 |
) |
Other real estate mortgage |
|
|
(1 |
) |
|
|
(3 |
) |
Real estate construction |
|
|
|
|
|
|
(5 |
) |
Lease financing |
|
|
(9 |
) |
|
|
(10 |
) |
|
|
|
|
|
|
|
Total commercial and commercial real estate |
|
|
(89 |
) |
|
|
(102 |
) |
Consumer: |
|
|
|
|
|
|
|
|
Real estate 1-4 family first mortgage |
|
|
(29 |
) |
|
|
(36 |
) |
Real estate 1-4 family junior lien mortgage |
|
|
(34 |
) |
|
|
(33 |
) |
Credit card |
|
|
(105 |
) |
|
|
(127 |
) |
Other revolving credit and installment |
|
|
(322 |
) |
|
|
(350 |
) |
|
|
|
|
|
|
|
Total consumer |
|
|
(490 |
) |
|
|
(546 |
) |
Foreign |
|
|
(74 |
) |
|
|
(81 |
) |
|
|
|
|
|
|
|
Total loan charge-offs |
|
|
(653 |
) |
|
|
(729 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and commercial real estate: |
|
|
|
|
|
|
|
|
Commercial |
|
|
27 |
|
|
|
30 |
|
Other real estate mortgage |
|
|
1 |
|
|
|
8 |
|
Real estate construction |
|
|
1 |
|
|
|
|
|
Lease financing |
|
|
6 |
|
|
|
5 |
|
|
|
|
|
|
|
|
Total commercial and commercial real estate |
|
|
35 |
|
|
|
43 |
|
Consumer: |
|
|
|
|
|
|
|
|
Real estate 1-4 family first mortgage |
|
|
3 |
|
|
|
3 |
|
Real estate 1-4 family junior lien mortgage |
|
|
8 |
|
|
|
6 |
|
Credit card |
|
|
24 |
|
|
|
21 |
|
Other revolving credit and installment |
|
|
129 |
|
|
|
63 |
|
|
|
|
|
|
|
|
Total consumer |
|
|
164 |
|
|
|
93 |
|
Foreign |
|
|
21 |
|
|
|
8 |
|
|
|
|
|
|
|
|
Total loan recoveries |
|
|
220 |
|
|
|
144 |
|
|
|
|
|
|
|
|
Net loan charge-offs |
|
|
(433 |
) |
|
|
(585 |
) |
|
|
|
|
|
|
|
|
|
|
(32 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
4,025 |
|
|
$ |
3,950 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses |
|
$ |
3,845 |
|
|
$ |
3,783 |
|
Reserve for unfunded credit commitments |
|
|
180 |
|
|
|
167 |
|
|
|
|
|
|
|
|
Allowance for credit losses |
|
$ |
4,025 |
|
|
$ |
3,950 |
|
|
|
|
|
|
|
|
Net loan charge-offs (annualized) as a percentage of average total loans |
|
|
.56 |
% |
|
|
.83 |
% |
Allowance for loan losses as a percentage of total loans |
|
|
1.25 |
% |
|
|
1.30 |
% |
Allowance for credit losses as a percentage of total loans |
|
|
1.31 |
|
|
|
1.36 |
|
|
40
6. OTHER ASSETS
The components of other assets were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mar. 31 |
, |
|
Dec. 31 |
, |
|
Mar. 31 |
, |
(in millions) |
|
2006 |
|
|
2005 |
|
|
2005 |
|
|
Nonmarketable equity investments: |
|
|
|
|
|
|
|
|
|
|
|
|
Private equity investments |
|
$ |
1,603 |
|
|
$ |
1,537 |
|
|
$ |
1,458 |
|
Federal bank stock |
|
|
1,370 |
|
|
|
1,402 |
|
|
|
1,697 |
|
All other |
|
|
2,054 |
|
|
|
2,151 |
|
|
|
2,025 |
|
|
|
|
|
|
|
|
|
|
|
Total nonmarketable equity investments(1) |
|
|
5,027 |
|
|
|
5,090 |
|
|
|
5,180 |
|
|
|
|
3,391 |
|
|
|
3,414 |
|
|
|
3,530 |
|
Accounts receivable |
|
|
14,066 |
|
|
|
11,606 |
|
|
|
4,050 |
|
Interest receivable |
|
|
2,296 |
|
|
|
2,279 |
|
|
|
1,565 |
|
Core deposit intangibles |
|
|
462 |
|
|
|
489 |
|
|
|
572 |
|
Foreclosed assets: |
|
|
|
|
|
|
|
|
|
|
|
|
GNMA loans (2) |
|
|
227 |
|
|
|
|
|
|
|
|
|
Other |
|
|
228 |
|
|
|
191 |
|
|
|
207 |
|
Due from customers on acceptances |
|
|
91 |
|
|
|
104 |
|
|
|
141 |
|
Other |
|
|
10,871 |
|
|
|
9,299 |
|
|
|
11,162 |
|
|
|
|
|
|
|
|
|
|
|
Total other assets |
|
$ |
36,659 |
|
|
$ |
32,472 |
|
|
$ |
26,407 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
At March 31, 2006, December 31, 2005, and March 31, 2005, $3.1 billion, $3.1 billion and
$3.3 billion, respectively, of nonmarketable equity investments, including all federal bank
stock, were accounted for at cost. |
|
(2) |
|
As a result of a change in regulatory reporting requirements effective January 1, 2006,
foreclosed assets included foreclosed real estate securing Government National Mortgage
Association (GNMA) loans. These assets are fully collectible because the corresponding GNMA
loans are insured by the Federal Housing Administration or guaranteed by the Department of
Veterans Affairs. Such assets were included in accounts receivable at December 31, 2005, and
March 31, 2005. |
Income related to nonmarketable equity investments was:
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended March 31 |
, |
(in millions) |
|
2006 |
|
|
2005 |
|
|
Net gains from private equity investments |
|
$ |
69 |
|
|
$ |
60 |
|
Net losses from all other nonmarketable equity investments |
|
|
(3 |
) |
|
|
(4 |
) |
|
|
|
|
|
|
|
Net gains from nonmarketable equity investments |
|
$ |
66 |
|
|
$ |
56 |
|
|
|
|
|
|
|
|
|
41
7. INTANGIBLE ASSETS
The gross carrying amount of intangible assets and accumulated amortization was:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31 |
, |
|
|
2006 |
|
|
2005 |
|
|
|
Gross |
|
|
Accumulated |
|
|
Gross |
|
|
Accumulated |
|
(in millions) |
|
carrying amount |
|
|
amortization |
|
|
carrying amount |
|
|
amortization |
|
|
Amortized intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage servicing rights,
before valuation allowance (1): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential |
|
$ |
|
|
|
$ |
|
|
|
$ |
20,068 |
|
|
$ |
9,876 |
|
Commercial |
|
|
194 |
|
|
|
52 |
|
|
|
105 |
|
|
|
31 |
|
Core deposit intangibles |
|
|
2,370 |
|
|
|
1,908 |
|
|
|
2,423 |
|
|
|
1,851 |
|
Credit card and other intangibles |
|
|
568 |
|
|
|
325 |
|
|
|
568 |
|
|
|
309 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total intangible assets |
|
$ |
3,132 |
|
|
$ |
2,285 |
|
|
$ |
23,164 |
|
|
$ |
12,067 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage servicing rights (fair value) (1) |
|
$ |
13,800 |
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Trademark |
|
|
14 |
|
|
|
|
|
|
|
14 |
|
|
|
|
|
|
|
|
|
(1) |
|
Prior to 2006, amortized intangible assets included both residential and commercial MSRs.
Effective January 1, 2006, upon adoption of FAS 156, residential MSRs are measured at fair
value and are no longer amortized. See Note 15 for additional information on MSRs. |
As of March 31, 2006, the current year and estimated future amortization expense for
intangible assets was:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Core |
|
|
|
|
|
|
|
|
|
deposit |
|
|
|
|
|
|
|
(in millions) |
|
intangibles |
|
|
Other(1) |
|
|
Total |
|
|
Three months ended March 31, 2006 (actual) |
|
$ |
29 |
|
|
$ |
17 |
|
|
$ |
46 |
|
|
|
|
|
|
|
|
|
|
|
Estimate for year ended December 31, |
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
$ |
112 |
|
|
$ |
74 |
|
|
$ |
186 |
|
2007 |
|
|
101 |
|
|
|
67 |
|
|
|
168 |
|
2008 |
|
|
93 |
|
|
|
51 |
|
|
|
144 |
|
2009 |
|
|
86 |
|
|
|
45 |
|
|
|
131 |
|
2010 |
|
|
77 |
|
|
|
41 |
|
|
|
118 |
|
2011 |
|
|
19 |
|
|
|
35 |
|
|
|
54 |
|
|
|
|
|
(1) |
|
Includes amortized commercial MSRs and credit card and other intangibles. |
We based the projections of amortization expense for core deposit intangibles shown above on
existing asset balances at March 31, 2006. Future amortization expense may vary based on additional
core deposit intangibles acquired through business combinations.
42
8. GOODWILL
The changes in the carrying amount of goodwill as allocated to our operating segments for goodwill
impairment analysis were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Community |
|
|
Wholesale |
|
|
Wells Fargo |
|
|
Consolidated |
|
(in millions) |
|
Banking |
|
|
Banking |
|
|
Financial |
|
|
Company |
|
|
|
|
$ |
7,291 |
|
|
$ |
3,037 |
|
|
$ |
353 |
|
|
$ |
10,681 |
|
|
Reduction in goodwill related to
divested business |
|
|
(31 |
) |
|
|
|
|
|
|
|
|
|
|
(31 |
) |
Revision in goodwill related to
business combinations |
|
|
|
|
|
|
(5 |
) |
|
|
|
|
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2005 |
|
$ |
7,260 |
|
|
$ |
3,032 |
|
|
$ |
353 |
|
|
$ |
10,645 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
7,374 |
|
|
$ |
3,047 |
|
|
$ |
366 |
|
|
$ |
10,787 |
|
Goodwill from business combinations
(including contingent payments) |
|
|
11 |
|
|
|
252 |
|
|
|
|
|
|
|
263 |
|
Realignment of businesses
(primarily insurance) |
|
|
(19 |
) |
|
|
19 |
|
|
|
|
|
|
|
-- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2006 |
|
$ |
7,366 |
|
|
$ |
3,318 |
|
|
$ |
366 |
|
|
$ |
11,050 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For our goodwill impairment analysis, we allocate all of the goodwill to the individual operating
segments. For management reporting we do not allocate all of the goodwill to the individual
operating segments: some is allocated at the enterprise level. See Note 13 for further information
on management reporting. The balances of goodwill for management reporting were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Community |
|
|
Wholesale |
|
|
Wells Fargo |
|
|
|
|
|
|
Consolidated |
|
(in millions) |
|
Banking |
|
|
Banking |
|
|
Financial |
|
|
Enterprise |
|
|
Company |
|
|
|
|
$ |
3,393 |
|
|
$ |
1,091 |
|
|
$ |
364 |
|
|
$ |
5,797 |
|
|
$ |
10,645 |
|
|
|
$ |
3,519 |
|
|
$ |
1,368 |
|
|
$ |
366 |
|
|
$ |
5,797 |
|
|
$ |
11,050 |
|
|
43
9. PREFERRED STOCK
We are authorized to issue 20 million shares of preferred stock and 4 million 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued and outstanding |
|
|
Carrying amount (in millions) |
|
|
Adjustable |
|
|
|
Mar. 31 |
, |
|
Dec. 31 |
, |
|
Mar. 31 |
, |
|
Mar. 31 |
, |
|
Dec. 31 |
, |
|
Mar. 31 |
, |
|
dividends rate |
|
|
|
2006 |
|
|
2005 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
|
2005 |
|
|
Minimum |
|
|
Maximum |
|
ESOP Preferred Stock (1): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
315,963 |
|
|
|
|
|
|
|
|
|
|
$ |
316 |
|
|
$ |
|
|
|
$ |
|
|
|
|
10.75 |
% |
|
|
11.75 |
% |
|
|
|
95,184 |
|
|
|
102,184 |
|
|
|
270,737 |
|
|
|
95 |
|
|
|
102 |
|
|
|
271 |
|
|
|
9.75 |
|
|
|
10.75 |
|
|
|
|
74,880 |
|
|
|
74,880 |
|
|
|
84,480 |
|
|
|
75 |
|
|
|
75 |
|
|
|
84 |
|
|
|
8.50 |
|
|
|
9.50 |
|
|
|
|
52,643 |
|
|
|
52,643 |
|
|
|
60,513 |
|
|
|
53 |
|
|
|
53 |
|
|
|
61 |
|
|
|
8.50 |
|
|
|
9.50 |
|
|
|
|
39,754 |
|
|
|
39,754 |
|
|
|
46,694 |
|
|
|
40 |
|
|
|
40 |
|
|
|
47 |
|
|
|
10.50 |
|
|
|
11.50 |
|
|
|
|
28,263 |
|
|
|
28,263 |
|
|
|
34,279 |
|
|
|
28 |
|
|
|
28 |
|
|
|
34 |
|
|
|
10.50 |
|
|
|
11.50 |
|
|
|
|
19,282 |
|
|
|
19,282 |
|
|
|
24,362 |
|
|
|
19 |
|
|
|
19 |
|
|
|
24 |
|
|
|
11.50 |
|
|
|
12.50 |
|
|
|
|
6,368 |
|
|
|
6,368 |
|
|
|
8,722 |
|
|
|
6 |
|
|
|
6 |
|
|
|
9 |
|
|
|
10.30 |
|
|
|
11.30 |
|
|
|
|
1,953 |
|
|
|
1,953 |
|
|
|
2,985 |
|
|
|
2 |
|
|
|
2 |
|
|
|
3 |
|
|
|
10.75 |
|
|
|
11.75 |
|
|
|
|
136 |
|
|
|
136 |
|
|
|
2,206 |
|
|
|
|
|
|
|
|
|
|
|
2 |
|
|
|
9.50 |
|
|
|
10.50 |
|
|
|
|
|
|
|
|
|
|
|
|
382 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.50 |
|
|
|
9.50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total ESOP Preferred Stock |
|
|
634,426 |
|
|
|
325,463 |
|
|
|
535,360 |
|
|
$ |
634 |
|
|
$ |
325 |
|
|
$ |
535 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(679 |
) |
|
$ |
(348 |
) |
|
$ |
(572 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Liquidation preference $1,000. |
|
(2) |
|
In accordance with the American Institute of Certified Public Accountants (AICPA) Statement
of Position 93-6, Employers Accounting for Employee Stock Ownership Plans, we recorded a
corresponding charge to unearned ESOP shares in connection with the issuance of the ESOP
Preferred Stock. The unearned ESOP shares are reduced as shares of the ESOP Preferred Stock
are committed to be released. |
44
10. COMMON STOCK PLANS
We offer several stock-based employee compensation plans, which are described below. Effective
January 1, 2006, we adopted FAS 123R, Share-Based Payment, using the modified prospective
transition method. FAS 123R requires that we measure the cost of employee services received in
exchange for an award of equity instruments, such as stock options or restricted share rights
(RSRs), based on the fair value of the award on the grant date. The cost is normally recognized in
our income statement over the vesting period of the award; awards with graded vesting are expensed
on a straight-line method. Awards to retirement-eligible employees are subject to immediate
expensing upon grant. Total stock option compensation expense was $52 million in first quarter
2006, with a related recognized tax benefit of $19 million. Stock option expense is based on the
fair value of the awards at the date of grant and includes expense for awards granted in 2006 and
expense for the unvested portion of awards granted prior to January 1, 2006. Prior to January 1,
2006, we did not record any compensation expense for stock options.
EMPLOYEE STOCK PLANS
Long-Term Incentive Compensation Plans Our stock incentive plans provide for awards of
incentive and nonqualified stock options, stock appreciation rights, restricted shares, RSRs,
performance awards and stock awards without restrictions. Options must have an exercise price at or
above fair market value (as defined in the plan) of the stock at the date of grant (except for
substitute or replacement options granted in connection with mergers or other acquisitions) and a
term of no more than 10 years. Options granted in 2003 and prior generally become exercisable over
three years from the date of grant. Options granted in 2004 and the beginning of 2005 generally
were fully vested upon grant. Options granted in 2006 generally become exercisable over three years
from the date of grant. Except as otherwise permitted under the plan, if employment is ended for
reasons other than retirement, permanent disability or death, the option period is reduced or the
options are canceled.
Options granted prior to 2004 may include the right to acquire a reload stock option. If an
option contains the reload feature and if a participant pays all or part of the exercise price of
the option with shares of stock purchased in the market or held by the participant for at least six
months, upon exercise of the option, the participant is granted a new option to purchase, at the
fair market value of the stock as of the date of the reload, the number of shares of stock equal to
the sum of the number of shares used in payment of the exercise price and a number of shares with
respect to related statutory minimum withholding taxes. A new grant is issued upon the exercise of
a reload option; reload grants are expensed immediately under FAS 123R beginning in 2006.
Holders of RSRs are entitled to the related shares of common stock at no cost generally over
three to five years after the RSRs were granted. Holders of RSRs generally are entitled to receive
cash payments equal to the cash dividends that would have been paid had the RSRs been issued and
outstanding shares of common stock. Except in limited circumstances, RSRs are canceled when
employment ends.
The compensation expense for RSRs equals the quoted market price of the related stock at the date
of grant and is accrued over the vesting period. Total compensation expense for RSRs was less than
$1 million in both first quarter 2006 and 2005.
45
For various acquisitions and mergers since 1992, we converted employee and director stock options
of acquired or merged companies into stock options to purchase our common stock based on the terms
of the original stock option plan and the agreed-upon exchange ratio.
Broad-Based Plans In 1996, we adopted the PartnerShares® Stock Option Plan, a broad-based
employee stock option plan. It covers full- and part-time employees who generally were not included
in the long-term incentive compensation plans described above. At March 31, 2006, there were
4,022,103 shares available for grant. The exercise date of options granted under the PartnerShares
Plan is the earlier of (1) five years after the date of grant or (2) when the quoted market price
of the stock reaches a predetermined price. These options generally expire 10 years after the date
of grant. No options have been granted under the PartnerShares Plans since 2002. Because the
exercise price of each PartnerShares grant has been equal to or higher than the quoted market price
of our common stock at the date of grant, we did not recognize any compensation expense in 2005 and
prior years. In 2006, under FAS 123R, we began to recognize expense related to these grants, based
on the remaining vesting period.
DIRECTOR PLANS
We provide a stock award to non-employee directors as part of their annual retainer under our
director plans. We also provide annual grants of options to purchase common stock to each
non-employee director elected or re-elected at the annual meeting of stockholders. The options can
be exercised after six months and through the tenth anniversary of the grant date.
46
The table below summarizes stock option activity and related information for first quarter 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
average |
|
|
|
|
|
|
|
|
|
|
average |
|
|
remaining |
|
|
Aggregate |
|
|
|
|
|
|
|
exercise |
|
|
contractual |
|
|
intrinsic value |
|
|
|
Number |
|
|
price |
|
|
term (in yrs.) |
|
|
(in millions) |
|
|
Long-Term Incentive Compensation Plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding as of December 31, 2005 |
|
|
110,591,112 |
|
|
$ |
49.65 |
|
|
|
|
|
|
|
|
|
First quarter 2006: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted |
|
|
19,047,471 |
|
|
|
64.45 |
|
|
|
|
|
|
|
|
|
Canceled or forfeited |
|
|
(65,689 |
) |
|
|
54.88 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(5,363,340 |
) |
|
|
44.18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding as of March 31, 2006 |
|
|
124,209,554 |
|
|
|
52.15 |
|
|
|
6.42 |
|
|
$ |
1,467 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable and expected to be exercisable (1) |
|
|
123,135,066 |
|
|
|
52.04 |
|
|
|
6.39 |
|
|
|
1,467 |
|
Options exercisable |
|
|
104,803,912 |
|
|
|
49.98 |
|
|
|
5.80 |
|
|
|
1,457 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding as of December 31, 2005 |
|
|
24,492,761 |
|
|
$ |
45.51 |
|
|
|
|
|
|
|
|
|
First quarter 2006: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canceled or forfeited |
|
|
(352,200 |
) |
|
|
49.80 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(1,659,209 |
) |
|
|
42.09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding as of March 31, 2006 |
|
|
22,481,352 |
|
|
|
45.69 |
|
|
|
4.68 |
|
|
$ |
409 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable and expected to be exercisable (1) |
|
|
21,427,178 |
|
|
|
45.46 |
|
|
|
4.62 |
|
|
|
395 |
|
Options exercisable |
|
|
12,805,777 |
|
|
|
42.14 |
|
|
|
3.71 |
|
|
|
278 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding as of December 31, 2005 |
|
|
389,514 |
|
|
$ |
48.67 |
|
|
|
|
|
|
|
|
|
First quarter 2006: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted |
|
|
580 |
|
|
|
64.49 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(21,922 |
) |
|
|
31.68 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding as of March 31, 2006 |
|
|
368,172 |
|
|
|
49.70 |
|
|
|
5.75 |
|
|
$ |
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable and expected to be exercisable (1) |
|
|
368,172 |
|
|
|
49.70 |
|
|
|
5.75 |
|
|
|
5 |
|
Options exercisable |
|
|
367,592 |
|
|
|
49.68 |
|
|
|
5.74 |
|
|
|
5 |
|
|
|
|
|
(1) |
|
Options outstanding less estimated forfeitures. |
As of March 31, 2006, there was $138 million of unrecognized compensation cost related to
stock options. That cost is expected to be recognized over a weighted-average period of 2.6 years.
The total intrinsic value of options exercised during first quarter 2006 and 2005 was $142 million
and $64 million, respectively.
Cash received from the exercise of options for first quarter 2006 and 2005 was $295 million and
$123 million, respectively. The actual tax benefit realized for the tax deductions from the
exercise of options totaled $52 million and $24 million, respectively, for first quarter 2006 and
2005.
47
We do not have a specific policy on repurchasing shares to satisfy share option exercises. Rather,
we have a general policy on repurchasing shares to meet common stock issuance requirements for our
benefit plans (including share option exercises), conversion of its convertible securities,
acquisitions, and other corporate purposes. Various factors determine the amount and timing of our
share repurchases, including our capital requirements, the number of shares we expect to issue for
acquisitions and employee benefit plans, market conditions (including the trading price of our
stock), and legal considerations. These factors can change at any time, and there can be no
assurance as to the number of shares we will repurchase or when we will repurchase them.
Effective with the adoption of FAS 123R, the fair value of each option award granted on or after
January 1, 2006, is estimated using a Black-Scholes valuation model. The expected term of options
granted is based on the historical exercise behavior of full-term options. Our expected
volatilities are based on a combination of the historical volatility of our common stock and
implied volatilities for traded options on our common stock. The risk-free rate is based on the
U.S. Treasury zero-coupon yield curve in effect at the time of grant. Both expected volatility and
the risk-free rates are based on a period commensurate with our expected term. The expected
dividend is based on the current dividend, our historical pattern of dividend increases and the
current market price of our stock.
Prior to the adoption of FAS 123R, we also used a Black-Scholes option valuation model to estimate
the fair value of options granted for the pro forma disclosures of net income and earnings per
common share that were required by FAS 123.
Effective with the adoption of FAS 123R, we changed our method of estimating our volatility
assumption. Prior to 2006, we used a volatility based on historical stock price changes. Effective
January 1, 2006, we used a volatility based on a combination of historical stock price changes and
implied volatilities of traded options as both volatilities are relevant in estimating our expected
volatility.
The following table presents the weighted-average per share fair value of options granted and the
assumptions used, based on a Black-Scholes option valuation model.
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended March 31 |
, |
|
|
2006 |
|
|
2005 |
|
|
Per share fair value of options granted: |
|
|
|
|
|
|
|
|
Long-Term Incentive
Compensation Plans |
|
$ |
8.34 |
|
|
$ |
7.66 |
|
Director Plans (1) |
|
|
8.26 |
|
|
|
|
|
Expected volatility |
|
|
16.8 |
% |
|
|
16.5 |
% |
Expected dividends |
|
|
3.5 |
|
|
|
3.4 |
|
Expected term (in years) |
|
|
4.6 |
|
|
|
4.4 |
|
Risk-free interest rate |
|
|
4.3 |
% |
|
|
4.0 |
% |
|
|
|
|
(1) |
|
No options were granted under Director Plans in first quarter 2005. |
48
A summary of the status of our RSRs at March 31, 2006, and changes during first quarter 2006
is in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average grant-date |
|
|
|
Number |
|
|
fair value |
|
|
Nonvested at January 1, 2006 |
|
|
106,183 |
|
|
|
$53.83 |
|
Vested |
|
|
(3,540 |
) |
|
|
45.24 |
|
|
|
|
|
|
|
|
|
Nonvested at March 31, 2006 |
|
|
102,643 |
|
|
|
54.13 |
|
|
|
|
|
|
|
|
|
|
The weighted-average grant-date fair value of RSRs granted during first quarter 2005 was
$59.81. No RSRs were granted during first quarter 2006. At March 31, 2006, there was $2 million of
total unrecognized compensation cost related to nonvested RSRs. The cost is expected to be
recognized over a weighted-average period of 2.7 years. The total fair value of RSRs that vested
during first quarter 2006 was $227 thousand; no RSRs vested during first quarter 2005.
49
11. EMPLOYEE BENEFITS
We sponsor noncontributory qualified defined benefit retirement plans including the Cash Balance
Plan. The Cash Balance Plan is an active plan that covers eligible employees (except employees of
certain subsidiaries).
We expect that we will not be required to make a minimum contribution in 2006 for the Cash Balance
Plan. The maximum we can contribute in 2006 for the Cash Balance Plan depends on several factors,
including the finalization of participant data. Our decision on how much to contribute, if any,
depends on other factors, including the actual investment performance of plan assets. Given these
uncertainties, we cannot at this time reliably estimate the maximum deductible contribution or the
amount that we will contribute in 2006 to the Cash Balance Plan.
The net periodic benefit cost for first quarter 2006 and 2005 was:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended March 31 |
, |
|
|
2006 |
|
|
2005 |
|
|
|
Pension benefits |
|
|
|
|
|
|
Pension benefits |
|
|
|
|
|
|
|
|
|
|
Non- |
|
|
Other |
|
|
|
|
|
|
Non- |
|
|
Other |
|
(in millions) |
|
Qualified |
|
|
qualified |
|
|
benefits |
|
|
Qualified |
|
|
qualified |
|
|
benefits |
|
|
|
|
$ |
62 |
|
|
$ |
4 |
|
|
$ |
4 |
|
|
$ |
52 |
|
|
$ |
5 |
|
|
$ |
5 |
|
Interest cost |
|
|
56 |
|
|
|
4 |
|
|
|
10 |
|
|
|
55 |
|
|
|
3 |
|
|
|
11 |
|
Expected return on plan assets |
|
|
(105 |
) |
|
|
|
|
|
|
(8 |
) |
|
|
(98 |
) |
|
|
|
|
|
|
(6 |
) |
Recognized net actuarial loss (1) |
|
|
14 |
|
|
|
2 |
|
|
|
2 |
|
|
|
17 |
|
|
|
1 |
|
|
|
2 |
|
Amortization of prior service cost |
|
|
|
|
|
|
|
|
|
|
(1 |
) |
|
|
(1 |
) |
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost |
|
$ |
27 |
|
|
$ |
10 |
|
|
$ |
7 |
|
|
$ |
25 |
|
|
$ |
8 |
|
|
$ |
12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Net actuarial loss is generally amortized over five years. |
50
12. 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 March 31 |
, |
(in millions, except per share amounts) |
|
2006 |
|
|
2005 |
|
|
|
|
$ |
2,018 |
|
|
$ |
1,856 |
|
|
|
|
|
|
|
|
EARNINGS PER COMMON SHARE |
|
|
|
|
|
|
|
|
Average common shares outstanding (denominator) |
|
|
1,679.2 |
|
|
|
1,695.4 |
|
|
|
|
|
|
|
|
|
|
$ |
1.20 |
|
|
$ |
1.09 |
|
|
|
|
|
|
|
|
DILUTED EARNINGS PER COMMON SHARE |
|
|
|
|
|
|
|
|
Average common shares outstanding |
|
|
1,679.2 |
|
|
|
1,695.4 |
|
Add: Stock options |
|
|
18.6 |
|
|
|
20.0 |
|
Restricted share rights |
|
|
.1 |
|
|
|
.3 |
|
|
|
|
|
|
|
|
Diluted average common shares outstanding (denominator) |
|
|
1,697.9 |
|
|
|
1,715.7 |
|
|
|
|
|
|
|
|
|
|
$ |
1.19 |
|
|
$ |
1.08 |
|
|
|
|
|
|
|
|
|
In first quarter 2006 and 2005, options to purchase 19.6 million and 2.6 million 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 they were
antidilutive.
51
13. OPERATING SEGMENTS
We have three lines of business for management reporting: Community Banking, Wholesale Banking and
Wells Fargo Financial. 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 generally accepted
accounting principles. 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 segments. If the management structure and/or the allocation process changes,
allocations, transfers and assignments may change. To reflect the realignment of our automobile
financing businesses into Wells Fargo Financial in third quarter 2005 and the realignment of our
insurance business into Wholesale Banking in first quarter 2006, segment results for prior periods
have been revised.
The Community Banking Group offers a complete line of banking and diversified financial products
and services to consumers and small businesses with annual sales generally up to $20 million in
which the owner generally is the financial decision maker. Community Banking also offers investment
management and other services to retail customers and high net worth individuals, securities
brokerage through affiliates and venture capital financing. These products and services include the
Wells Fargo Advantage FundsSM, a family of mutual funds, as well as personal trust and
agency assets. 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 credit and debit card processing. Consumer and business deposit products
include checking accounts, savings deposits, market rate accounts, Individual Retirement Accounts
(IRAs), time deposits and debit cards.
Community Banking serves customers through a wide range of channels, which include traditional
banking stores, in-store banking centers, business centers and ATMs. Also, Phone BankSM
centers and the National Business Banking Center provide 24-hour telephone service. Online banking
services include single sign-on to online banking, bill pay and brokerage, as well as online
banking for small business.
The Wholesale Banking Group serves businesses across the United States with annual sales generally
in excess of $10 million. Wholesale Banking provides a complete line of commercial, corporate and
real estate banking products and services. These include traditional commercial loans and lines of
credit, letters of credit, asset-based lending, equipment leasing, mezzanine financing, high-yield
debt, international trade facilities, foreign exchange services, treasury management, investment
management, institutional fixed income and equity sales, interest rate, commodity and equity risk
management, online/electronic products such as the Commercial Electronic Office®
(CEO®) portal, insurance and investment banking services. Wholesale Banking manages and
administers institutional investments, employee benefit trusts and mutual funds, including the
Wells Fargo Advantage Funds. Wholesale Banking includes the majority ownership
52
interest in the Wells Fargo HSBC Trade Bank, which provides trade financing, letters of credit and
collection services and is sometimes supported by the Export-Import Bank of the United States (a
public agency of the United States offering export finance support for American-made products).
Wholesale Banking also supports the commercial real estate market with products and services such
as construction loans for commercial and residential development, land acquisition and development
loans, secured and unsecured lines of credit, interim financing arrangements for completed
structures, rehabilitation loans, affordable housing loans and letters of credit, permanent loans
for securitization, commercial real estate loan servicing and real estate and mortgage brokerage
services.
Wells Fargo Financial includes consumer finance and auto finance operations. Consumer finance
operations make direct consumer and real estate loans to individuals and purchase sales finance
contracts from retail merchants from offices throughout the United States and in Canada, Latin
America, the Caribbean, Guam and Saipan. Automobile finance operations specialize in purchasing
sales finance contracts directly from automobile dealers and making loans secured by automobiles in
the United States, Canada and Puerto Rico. Wells Fargo Financial also provides credit cards and
lease and other commercial financing.
The Consolidated Company total of average assets includes unallocated goodwill balances held at the
enterprise level.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(income/expense in millions, |
|
Community |
|
|
Wholesale |
|
|
Wells Fargo |
|
|
Consolidated |
|
average balances in billions) |
|
Banking |
|
|
Banking |
|
|
Financial |
|
|
Company |
|
|
|
|
Quarter ended March 31, |
|
|
2006 |
|
|
|
2005 |
|
|
|
2006 |
|
|
|
2005 |
|
|
|
2006 |
|
|
|
2005 |
|
|
|
2006 |
|
|
|
2005 |
|
|
|
$ |
3,256 |
|
|
$ |
3,091 |
|
|
$ |
680 |
|
|
$ |
566 |
|
|
$ |
934 |
|
|
$ |
796 |
|
|
$ |
4,870 |
|
|
$ |
4,453 |
|
Provision (reversal of provision)
for credit losses |
|
|
189 |
|
|
|
187 |
|
|
|
(2 |
) |
|
|
4 |
|
|
|
246 |
|
|
|
394 |
|
|
|
433 |
|
|
|
585 |
|
Noninterest income |
|
|
2,143 |
|
|
|
2,375 |
|
|
|
1,096 |
|
|
|
951 |
|
|
|
446 |
|
|
|
310 |
|
|
|
3,685 |
|
|
|
3,636 |
|
Noninterest expense |
|
|
3,387 |
|
|
|
3,220 |
|
|
|
992 |
|
|
|
842 |
|
|
|
695 |
|
|
|
630 |
|
|
|
5,074 |
|
|
|
4,692 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income
tax expense |
|
|
1,823 |
|
|
|
2,059 |
|
|
|
786 |
|
|
|
671 |
|
|
|
439 |
|
|
|
82 |
|
|
|
3,048 |
|
|
|
2,812 |
|
Income tax expense |
|
|
613 |
|
|
|
706 |
|
|
|
258 |
|
|
|
220 |
|
|
|
159 |
|
|
|
30 |
|
|
|
1,030 |
|
|
|
956 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
1,210 |
|
|
$ |
1,353 |
|
|
$ |
528 |
|
|
$ |
451 |
|
|
$ |
280 |
|
|
$ |
52 |
|
|
$ |
2,018 |
|
|
$ |
1,856 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
190.4 |
|
|
$ |
183.9 |
|
|
$ |
67.6 |
|
|
$ |
59.5 |
|
|
$ |
53.1 |
|
|
$ |
43.9 |
|
|
$ |
311.1 |
|
|
$ |
287.3 |
|
Average assets (2) |
|
|
314.8 |
|
|
|
289.8 |
|
|
|
95.9 |
|
|
|
85.7 |
|
|
|
58.7 |
|
|
|
49.7 |
|
|
|
475.2 |
|
|
|
431.0 |
|
Average core deposits |
|
|
228.0 |
|
|
|
206.2 |
|
|
|
25.9 |
|
|
|
25.6 |
|
|
|
.1 |
|
|
|
|
|
|
|
254.0 |
|
|
|
231.8 |
|
|
|
|
|
(1) |
|
Net interest income is the difference between interest earned on assets and the cost of
liabilities to fund those assets. Interest earned includes actual interest earned on segment
assets and, if the segment has excess liabilities, interest credits for providing funding to
other segments. The cost of liabilities includes interest expense on segment liabilities and,
if the segment does not have enough liabilities to fund its assets, a funding charge based on
the cost of excess liabilities from another segment. In general, Community Banking has excess
liabilities and receives interest credits for the funding it provides to other segments. |
|
(2) |
|
The Consolidated Company balance includes unallocated goodwill held at the enterprise level
of $5.8 billion for both first quarter 2006 and 2005. |
53
14. VARIABLE INTEREST ENTITIES
We are a variable interest holder in certain special-purpose entities that are consolidated because
we absorb a majority of each entitys expected losses, receive a majority of each entitys expected
returns or both. We do not hold a majority voting interest in these entities. Our consolidated
variable interest entities (VIEs), substantially all of which were formed to invest in securities
and to securitize real estate investment trust securities, had approximately $3.0 billion and $2.5
billion in total assets at March 31, 2006, and December 31, 2005, respectively. The primary
activities of these entities consist of acquiring and disposing of, and investing and reinvesting
in securities, and issuing beneficial interests secured by those securities to investors. The
creditors of a majority of these consolidated entities have no recourse against us.
We also hold variable interests greater than 20% but less than 50% in certain special-purpose
entities formed to provide affordable housing and to securitize corporate debt that had
approximately $2.7 billion and $2.9 billion in total assets at March 31, 2006, and December 31,
2005, respectively. We are not required to consolidate these entities. Our maximum exposure to loss
as a result of our involvement with these unconsolidated variable interest entities was
approximately $1.3 billion and $870 million at March 31, 2006, and December 31, 2005, respectively,
predominantly representing investments in entities formed to invest in affordable housing. However,
we expect to recover our investment over time, primarily through realization of federal low-income
housing tax credits.
54
15. 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.
Effective January 1, 2006, upon adoption of FAS 156, we re-measured our residential mortgage
servicing rights (MSRs) at fair value and recognized a pre-tax adjustment of $158 million to
residential MSRs and recorded a corresponding cumulative effect adjustment of $101 million (after
tax) to the 2006 beginning balance of retained earnings in our Statement of Changes in
Stockholders Equity. The table below reconciles the December 31, 2005, and the January 1, 2006,
balance of MSRs.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential |
|
|
Commercial |
|
|
Total |
|
(in millions) |
|
MSRs |
|
|
MSRs |
|
|
MSRs |
|
|
Balance at December 31, 2005 |
|
$ |
12,389 |
|
|
$ |
122 |
|
|
$ |
12,511 |
|
Re-measurement upon adoption of FAS 156 |
|
|
158 |
|
|
|
|
|
|
|
158 |
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2006 |
|
$ |
12,547 |
|
|
$ |
122 |
|
|
$ |
12,669 |
|
|
|
|
|
|
|
|
|
|
|
|
The changes in residential MSRs measured using the fair value method were:
|
|
|
|
|
|
(in millions) |
Quarter ended March 31, 2006 |
|
|
Fair value, beginning of quarter |
|
$ |
12,547 |
|
Purchases |
|
|
219 |
|
Servicing from securitizations or asset transfers |
|
|
989 |
|
|
|
|
|
|
Due to change in valuation model inputs or assumptions (1) |
|
|
522 |
|
Other changes in fair value (2) |
|
|
(477 |
) |
|
|
|
|
Fair value, end of quarter |
|
$ |
13,800 |
|
|
|
|
|
|
|
|
|
(1) |
|
Principally reflects changes in discount rates and prepayment speed assumptions, mostly due
to changes in interest rates. |
|
(2) |
|
Represents changes due to collection/realization of expected cash flows over time. |
55
The changes in amortized MSRs were:
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended March 31 |
, |
(in millions) |
|
2006 |
|
|
2005 |
|
|
Balance, beginning of quarter |
|
$ |
122 |
|
|
$ |
9,466 |
|
Purchases (1) |
|
|
25 |
|
|
|
535 |
|
Servicing from securitizations or asset transfers (1) |
|
|
|
|
|
|
385 |
|
Amortization |
|
|
(5 |
) |
|
|
(470 |
) |
Other (includes changes due to hedging) |
|
|
|
|
|
|
350 |
|
|
|
|
|
|
|
|
Balance, end of quarter |
|
$ |
142 |
|
|
$ |
10,266 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of quarter |
|
$ |
|
|
|
$ |
1,565 |
|
Reversal of provision for MSRs in
excess of fair value |
|
|
|
|
|
|
(271 |
) |
|
|
|
|
|
|
|
Balance, end of quarter |
|
$ |
|
|
|
$ |
1,294 |
|
|
|
|
|
|
|
|
|
|
$ |
142 |
|
|
$ |
8,972 |
|
|
|
|
|
|
|
|
Fair value of amortized MSRs: |
|
|
|
|
|
|
|
|
Beginning of quarter |
|
$ |
146 |
|
|
$ |
7,913 |
|
End of quarter |
|
|
205 |
|
|
|
8,989 |
|
|
|
|
|
(1) |
|
Based on March 31, 2006, assumptions, the weighted-average amortization period for MSRs
added during the quarter was approximately 9.8 years. |
The components of our managed servicing portfolio were:
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31 |
, |
(in billions) |
|
2006 |
|
|
2005 |
|
|
Loans serviced for others (1) |
|
$ |
931 |
|
|
$ |
724 |
|
Owned loans serviced (2) |
|
|
110 |
|
|
|
116 |
|
|
|
|
|
|
|
|
Total owned servicing |
|
|
1,041 |
|
|
|
840 |
|
Sub-servicing |
|
|
25 |
|
|
|
33 |
|
|
|
|
|
|
|
|
Total managed servicing portfolio |
|
$ |
1,066 |
|
|
$ |
873 |
|
|
|
|
|
|
|
|
Ratio of MSRs to related loans serviced for
others |
|
|
1.50 |
% |
|
|
1.24 |
% |
|
|
|
|
(1) |
|
Consists of 1-4 family first mortgage and commercial mortgage loans. |
|
(2) |
|
Consists of mortgages held for sale and 1-4 family first mortgage loans. |
56
The components of mortgage banking noninterest income were:
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended March 31 |
, |
(in millions) |
|
2006 |
|
|
2005 |
|
|
Servicing income, net: |
|
|
|
|
|
|
|
|
Servicing fees (1) |
|
$ |
747 |
|
|
$ |
570 |
|
Changes in fair value of residential MSRs: |
|
|
|
|
|
|
|
|
Due to changes in valuation model inputs or assumptions (2) |
|
|
522 |
|
|
|
|
|
Other changes in fair value (3) |
|
|
(477 |
) |
|
|
|
|
Amortization |
|
|
(5 |
) |
|
|
(470 |
) |
Reversal of provision for MSRs in excess of fair value |
|
|
|
|
|
|
271 |
|
Net derivative gains (losses): |
|
|
|
|
|
|
|
|
Fair value accounting hedges (4) |
|
|
|
|
|
|
85 |
|
Economic hedges (5) |
|
|
(706 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total servicing income, net |
|
|
81 |
|
|
|
456 |
|
Net gains on mortgage loan origination/sales activities |
|
|
273 |
|
|
|
293 |
|
All other |
|
|
61 |
|
|
|
65 |
|
|
|
|
|
|
|
|
Total mortgage banking noninterest income |
|
$ |
415 |
|
|
$ |
814 |
|
|
|
|
|
|
|
|
Market-related valuation changes to MSRs, net of hedge
results (2) + (5) |
|
$ |
(184 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes contractually specified servicing fees, late charges and other ancillary revenues. |
|
(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. |
|
(4) |
|
Results related to MSRs fair value hedging activities under FAS 133, Accounting for
Derivative Instruments and Hedging Activities (as amended), consist of gains and losses
excluded from the evaluation of hedge effectiveness and the ineffective portion of the change
in the value of these derivatives. Gains and losses excluded from the evaluation of hedge
effectiveness are those caused by market conditions (volatility) and the spread between spot
and forward rates priced into the derivative contracts (the passage of time). See Note 19
Fair Value Hedges for additional discussion and detail. |
|
(5) |
|
Represents results from free-standing derivatives used to economically hedge the risk of
changes in fair value of MSRs. See Note 19 Free-Standing Derivatives for additional
discussion and detail. |
57
16. 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). The Wells Fargo Financial business segment
for management reporting (see Note 13) consists of WFFI and other affiliated consumer finance
entities managed by WFFI that are included within other consolidating subsidiaries in the following
tables.
Condensed Consolidating Statement of Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended March 31, 2006 |
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
consolidating |
|
|
|
|
|
|
Consolidated |
|
(in millions) |
|
Parent |
|
|
WFFI |
|
|
subsidiaries |
|
|
Eliminations |
|
|
Company |
|
|
Dividends from subsidiaries: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank |
|
$ |
595 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
(595 |
) |
|
$ |
|
|
Nonbank |
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
(5 |
) |
|
|
|
|
Interest income from loans |
|
|
|
|
|
|
1,290 |
|
|
|
4,829 |
|
|
|
(9 |
) |
|
|
6,110 |
|
Interest income from subsidiaries |
|
|
754 |
|
|
|
|
|
|
|
|
|
|
|
(754 |
) |
|
|
|
|
Other interest income |
|
|
28 |
|
|
|
23 |
|
|
|
1,371 |
|
|
|
|
|
|
|
1,422 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest income |
|
|
1,382 |
|
|
|
1,313 |
|
|
|
6,200 |
|
|
|
(1,363 |
) |
|
|
7,532 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
|
|
|
|
|
|
|
|
|
1,482 |
|
|
|
|
|
|
|
1,482 |
|
Short-term borrowings |
|
|
109 |
|
|
|
94 |
|
|
|
272 |
|
|
|
(205 |
) |
|
|
270 |
|
Long-term debt |
|
|
706 |
|
|
|
408 |
|
|
|
147 |
|
|
|
(351 |
) |
|
|
910 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest expense |
|
|
815 |
|
|
|
502 |
|
|
|
1,901 |
|
|
|
(556 |
) |
|
|
2,662 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INTEREST INCOME |
|
|
567 |
|
|
|
811 |
|
|
|
4,299 |
|
|
|
(807 |
) |
|
|
4,870 |
|
Provision for credit losses |
|
|
|
|
|
|
272 |
|
|
|
161 |
|
|
|
|
|
|
|
433 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income after
provision for credit losses |
|
|
567 |
|
|
|
539 |
|
|
|
4,138 |
|
|
|
(807 |
) |
|
|
4,437 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NONINTEREST INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fee income nonaffiliates |
|
|
|
|
|
|
64 |
|
|
|
2,094 |
|
|
|
|
|
|
|
2,158 |
|
Other |
|
|
(23 |
) |
|
|
66 |
|
|
|
1,499 |
|
|
|
(15 |
) |
|
|
1,527 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total noninterest income |
|
|
(23 |
) |
|
|
130 |
|
|
|
3,593 |
|
|
|
(15 |
) |
|
|
3,685 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NONINTEREST EXPENSE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and benefits |
|
|
33 |
|
|
|
285 |
|
|
|
2,611 |
|
|
|
|
|
|
|
2,929 |
|
Other |
|
|
(2 |
) |
|
|
211 |
|
|
|
2,158 |
|
|
|
(222 |
) |
|
|
2,145 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total noninterest expense |
|
|
31 |
|
|
|
496 |
|
|
|
4,769 |
|
|
|
(222 |
) |
|
|
5,074 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME BEFORE INCOME TAX
EXPENSE (BENEFIT) AND EQUITY
IN UNDISTRIBUTED INCOME OF
SUBSIDIARIES |
|
|
513 |
|
|
|
173 |
|
|
|
2,962 |
|
|
|
(600 |
) |
|
|
3,048 |
|
Income tax expense (benefit) |
|
|
(34 |
) |
|
|
64 |
|
|
|
1,000 |
|
|
|
|
|
|
|
1,030 |
|
Equity in undistributed income of subsidiaries |
|
|
1,471 |
|
|
|
|
|
|
|
|
|
|
|
(1,471 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME |
|
$ |
2,018 |
|
|
$ |
109 |
|
|
$ |
1,962 |
|
|
$ |
(2,071 |
) |
|
$ |
2,018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
58
Condensed Consolidating Statement of Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended March 31, 2005 |
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
consolidating |
|
|
|
|
|
|
Consolidated |
|
(in millions) |
|
Parent |
|
|
WFFI |
|
|
subsidiaries |
|
|
Eliminations |
|
|
Company |
|
|
Dividends from subsidiaries: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank |
|
$ |
2,750 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
(2,750 |
) |
|
$ |
|
|
Nonbank |
|
|
105 |
|
|
|
|
|
|
|
|
|
|
|
(105 |
) |
|
|
|
|
Interest income from loans |
|
|
|
|
|
|
1,001 |
|
|
|
3,779 |
|
|
|
|
|
|
|
4,780 |
|
Interest income from subsidiaries |
|
|
434 |
|
|
|
|
|
|
|
|
|
|
|
(434 |
) |
|
|
|
|
Other interest income |
|
|
28 |
|
|
|
34 |
|
|
|
1,031 |
|
|
|
|
|
|
|
1,093 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest income |
|
|
3,317 |
|
|
|
1,035 |
|
|
|
4,810 |
|
|
|
(3,289 |
) |
|
|
5,873 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
|
|
|
|
|
|
|
|
|
692 |
|
|
|
|
|
|
|
692 |
|
Short-term borrowings |
|
|
50 |
|
|
|
33 |
|
|
|
180 |
|
|
|
(114 |
) |
|
|
149 |
|
Long-term debt |
|
|
369 |
|
|
|
308 |
|
|
|
132 |
|
|
|
(230 |
) |
|
|
579 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest expense |
|
|
419 |
|
|
|
341 |
|
|
|
1,004 |
|
|
|
(344 |
) |
|
|
1,420 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INTEREST INCOME |
|
|
2,898 |
|
|
|
694 |
|
|
|
3,806 |
|
|
|
(2,945 |
) |
|
|
4,453 |
|
Provision for credit losses |
|
|
|
|
|
|
350 |
|
|
|
235 |
|
|
|
|
|
|
|
585 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income after
provision for credit losses |
|
|
2,898 |
|
|
|
344 |
|
|
|
3,571 |
|
|
|
(2,945 |
) |
|
|
3,868 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NONINTEREST INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fee income nonaffiliates |
|
|
|
|
|
|
54 |
|
|
|
1,905 |
|
|
|
|
|
|
|
1,959 |
|
Other |
|
|
24 |
|
|
|
47 |
|
|
|
1,638 |
|
|
|
(32 |
) |
|
|
1,677 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total noninterest income |
|
|
24 |
|
|
|
101 |
|
|
|
3,543 |
|
|
|
(32 |
) |
|
|
3,636 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NONINTEREST EXPENSE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and benefits |
|
|
30 |
|
|
|
241 |
|
|
|
2,221 |
|
|
|
|
|
|
|
2,492 |
|
Other |
|
|
37 |
|
|
|
181 |
|
|
|
2,104 |
|
|
|
(122 |
) |
|
|
2,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total noninterest expense |
|
|
67 |
|
|
|
422 |
|
|
|
4,325 |
|
|
|
(122 |
) |
|
|
4,692 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME BEFORE INCOME TAX
EXPENSE (BENEFIT) AND EQUITY
IN UNDISTRIBUTED INCOME OF
SUBSIDIARIES |
|
|
2,855 |
|
|
|
23 |
|
|
|
2,789 |
|
|
|
(2,855 |
) |
|
|
2,812 |
|
Income tax expense (benefit) |
|
|
(17 |
) |
|
|
8 |
|
|
|
965 |
|
|
|
|
|
|
|
956 |
|
Equity in undistributed income of subsidiaries |
|
|
(1,016 |
) |
|
|
|
|
|
|
|
|
|
|
1,016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME |
|
$ |
1,856 |
|
|
$ |
15 |
|
|
$ |
1,824 |
|
|
$ |
(1,839 |
) |
|
$ |
1,856 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
59
Condensed Consolidating Balance Sheet
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2006 |
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
consolidating |
|
|
|
|
|
|
Consolidated |
|
(in millions) |
|
Parent |
|
|
WFFI |
|
|
subsidiaries |
|
|
Eliminations |
|
|
Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents due from: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary banks |
|
$ |
15,366 |
|
|
$ |
196 |
|
|
$ |
14 |
|
|
$ |
(15,576 |
) |
|
$ |
|
|
Nonaffiliates |
|
|
75 |
|
|
|
273 |
|
|
|
17,830 |
|
|
|
|
|
|
|
18,178 |
|
Securities available for sale |
|
|
847 |
|
|
|
1,768 |
|
|
|
48,586 |
|
|
|
(6 |
) |
|
|
51,195 |
|
Mortgages and loans held for sale |
|
|
|
|
|
|
25 |
|
|
|
44,125 |
|
|
|
|
|
|
|
44,150 |
|
|
|
|
1 |
|
|
|
46,026 |
|
|
|
261,535 |
|
|
|
(886 |
) |
|
|
306,676 |
|
Loans to subsidiaries: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank |
|
|
3,400 |
|
|
|
|
|
|
|
|
|
|
|
(3,400 |
) |
|
|
|
|
Nonbank |
|
|
45,118 |
|
|
|
330 |
|
|
|
|
|
|
|
(45,448 |
) |
|
|
|
|
Allowance for loan losses |
|
|
|
|
|
|
(1,326 |
) |
|
|
(2,519 |
) |
|
|
|
|
|
|
(3,845 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loans |
|
|
48,519 |
|
|
|
45,030 |
|
|
|
259,016 |
|
|
|
(49,734 |
) |
|
|
302,831 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in subsidiaries: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank |
|
|
38,451 |
|
|
|
|
|
|
|
|
|
|
|
(38,451 |
) |
|
|
|
|
Nonbank |
|
|
4,595 |
|
|
|
|
|
|
|
|
|
|
|
(4,595 |
) |
|
|
|
|
Other assets |
|
|
7,100 |
|
|
|
1,290 |
|
|
|
68,908 |
|
|
|
(1,224 |
) |
|
|
76,074 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
114,953 |
|
|
$ |
48,582 |
|
|
$ |
438,479 |
|
|
$ |
(109,586 |
) |
|
$ |
492,428 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND
STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
$ |
|
|
|
$ |
|
|
|
$ |
323,880 |
|
|
$ |
(15,575 |
) |
|
$ |
308,305 |
|
Short-term borrowings |
|
|
68 |
|
|
|
7,476 |
|
|
|
25,717 |
|
|
|
(11,911 |
) |
|
|
21,350 |
|
Accrued expenses and other liabilities |
|
|
3,310 |
|
|
|
1,158 |
|
|
|
33,836 |
|
|
|
(1,992 |
) |
|
|
36,312 |
|
Long-term debt |
|
|
65,230 |
|
|
|
37,343 |
|
|
|
14,707 |
|
|
|
(32,780 |
) |
|
|
84,500 |
|
Indebtedness to subsidiaries |
|
|
4,384 |
|
|
|
|
|
|
|
|
|
|
|
(4,384 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
72,992 |
|
|
|
45,977 |
|
|
|
398,140 |
|
|
|
(66,642 |
) |
|
|
450,467 |
|
Stockholders equity |
|
|
41,961 |
|
|
|
2,605 |
|
|
|
40,339 |
|
|
|
(42,944 |
) |
|
|
41,961 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and
stockholders equity |
|
$ |
114,953 |
|
|
$ |
48,582 |
|
|
$ |
438,479 |
|
|
$ |
(109,586 |
) |
|
$ |
492,428 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60
Condensed Consolidating Balance Sheet
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2005 |
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
consolidating |
|
|
|
|
|
|
Consolidated |
|
(in millions) |
|
Parent |
|
|
WFFI |
|
|
subsidiaries |
|
|
Eliminations |
|
|
Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents due from: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary banks |
|
$ |
11,014 |
|
|
$ |
170 |
|
|
$ |
|
|
|
$ |
(11,184 |
) |
|
$ |
|
|
Nonaffiliates |
|
|
220 |
|
|
|
487 |
|
|
|
17,544 |
|
|
|
|
|
|
|
18,251 |
|
Securities available for sale |
|
|
1,403 |
|
|
|
1,827 |
|
|
|
28,460 |
|
|
|
(5 |
) |
|
|
31,685 |
|
Mortgages and loans held for sale |
|
|
|
|
|
|
149 |
|
|
|
40,344 |
|
|
|
|
|
|
|
40,493 |
|
|
|
|
1 |
|
|
|
35,449 |
|
|
|
255,138 |
|
|
|
|
|
|
|
290,588 |
|
Loans to subsidiaries: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank |
|
|
1,700 |
|
|
|
|
|
|
|
|
|
|
|
(1,700 |
) |
|
|
|
|
Nonbank |
|
|
39,377 |
|
|
|
872 |
|
|
|
|
|
|
|
(40,249 |
) |
|
|
|
|
Allowance for loan losses |
|
|
|
|
|
|
(949 |
) |
|
|
(2,834 |
) |
|
|
|
|
|
|
(3,783 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loans |
|
|
41,078 |
|
|
|
35,372 |
|
|
|
252,304 |
|
|
|
(41,949 |
) |
|
|
286,805 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in subsidiaries: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank |
|
|
34,033 |
|
|
|
|
|
|
|
|
|
|
|
(34,033 |
) |
|
|
|
|
Nonbank |
|
|
4,304 |
|
|
|
|
|
|
|
|
|
|
|
(4,304 |
) |
|
|
|
|
Other assets |
|
|
6,265 |
|
|
|
846 |
|
|
|
52,767 |
|
|
|
(1,469 |
) |
|
|
58,409 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
98,317 |
|
|
$ |
38,851 |
|
|
$ |
391,419 |
|
|
$ |
(92,944 |
) |
|
$ |
435,643 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND
STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
$ |
|
|
|
$ |
|
|
|
$ |
284,347 |
|
|
$ |
(11,184 |
) |
|
$ |
273,163 |
|
Short-term borrowings |
|
|
57 |
|
|
|
6,343 |
|
|
|
31,075 |
|
|
|
(13,024 |
) |
|
|
24,451 |
|
Accrued expenses and other
liabilities |
|
|
2,984 |
|
|
|
1,317 |
|
|
|
20,631 |
|
|
|
(2,283 |
) |
|
|
22,649 |
|
Long-term debt |
|
|
54,087 |
|
|
|
28,785 |
|
|
|
19,580 |
|
|
|
(25,549 |
) |
|
|
76,903 |
|
Indebtedness to subsidiaries |
|
|
2,712 |
|
|
|
|
|
|
|
(14 |
) |
|
|
(2,698 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
59,840 |
|
|
|
36,445 |
|
|
|
355,619 |
|
|
|
(54,738 |
) |
|
|
397,166 |
|
Stockholders equity |
|
|
38,477 |
|
|
|
2,406 |
|
|
|
35,800 |
|
|
|
(38,206 |
) |
|
|
38,477 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and
stockholders equity |
|
$ |
98,317 |
|
|
$ |
38,851 |
|
|
$ |
391,419 |
|
|
$ |
(92,944 |
) |
|
$ |
435,643 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
61
Condensed Consolidating Statement of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended March 31, 2006 |
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
consolidating |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
subsidiaries/ |
|
|
Consolidated |
|
(in millions) |
|
Parent |
|
|
WFFI |
|
|
eliminations |
|
|
Company |
|
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided (used) by operating activities |
|
$ |
(134 |
) |
|
$ |
263 |
|
|
$ |
16,618 |
|
|
$ |
16,747 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities available for sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales proceeds |
|
|
50 |
|
|
|
140 |
|
|
|
16,774 |
|
|
|
16,964 |
|
Prepayments and maturities |
|
|
1 |
|
|
|
43 |
|
|
|
1,600 |
|
|
|
1,644 |
|
Purchases |
|
|
(5 |
) |
|
|
(201 |
) |
|
|
(28,191 |
) |
|
|
(28,397 |
) |
Net cash paid for acquisitions |
|
|
|
|
|
|
|
|
|
|
(266 |
) |
|
|
(266 |
) |
Increase in banking subsidiaries loan
originations, net of collections |
|
|
|
|
|
|
(309 |
) |
|
|
(8,532 |
) |
|
|
(8,841 |
) |
Proceeds from sales (including participations) of loans by
banking subsidiaries |
|
|
|
|
|
|
50 |
|
|
|
9,194 |
|
|
|
9,244 |
|
Purchases (including participations) of loans by
banking subsidiaries |
|
|
|
|
|
|
(202 |
) |
|
|
(1,360 |
) |
|
|
(1,562 |
) |
Principal collected on nonbank entities loans |
|
|
|
|
|
|
4,994 |
|
|
|
915 |
|
|
|
5,909 |
|
Loans originated by nonbank entities |
|
|
|
|
|
|
(6,165 |
) |
|
|
(743 |
) |
|
|
(6,908 |
) |
Net repayments from (advances to) nonbank entities |
|
|
1,593 |
|
|
|
|
|
|
|
(1,593 |
) |
|
|
|
|
Capital notes and term loans made to subsidiaries |
|
|
(2,905 |
) |
|
|
|
|
|
|
2,905 |
|
|
|
|
|
Principal collected on notes/loans made to subsidiaries |
|
|
829 |
|
|
|
|
|
|
|
(829 |
) |
|
|
|
|
Net decrease (increase) in investment in subsidiaries |
|
|
(2 |
) |
|
|
|
|
|
|
2 |
|
|
|
|
|
Other, net |
|
|
|
|
|
|
624 |
|
|
|
(2,422 |
) |
|
|
(1,798 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used by investing activities |
|
|
(439 |
) |
|
|
(1,026 |
) |
|
|
(12,546 |
) |
|
|
(14,011 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net decrease in deposits |
|
|
|
|
|
|
|
|
|
|
(6,216 |
) |
|
|
(6,216 |
) |
Net increase (decrease) in short-term borrowings |
|
|
396 |
|
|
|
(1,529 |
) |
|
|
(1,409 |
) |
|
|
(2,542 |
) |
Proceeds from issuance of long-term debt |
|
|
7,328 |
|
|
|
3,580 |
|
|
|
(2,409 |
) |
|
|
8,499 |
|
Long-term debt repayment |
|
|
(1,521 |
) |
|
|
(1,296 |
) |
|
|
(829 |
) |
|
|
(3,646 |
) |
Proceeds from issuance of common stock |
|
|
485 |
|
|
|
|
|
|
|
|
|
|
|
485 |
|
Common stock repurchased |
|
|
(646 |
) |
|
|
|
|
|
|
|
|
|
|
(646 |
) |
Cash dividends paid on common stock |
|
|
(874 |
) |
|
|
|
|
|
|
|
|
|
|
(874 |
) |
Excess tax benefits related to stock option payments |
|
|
52 |
|
|
|
|
|
|
|
|
|
|
|
52 |
|
Other, net |
|
|
|
|
|
|
3 |
|
|
|
(24 |
) |
|
|
(21 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided (used) by financing activities |
|
|
5,220 |
|
|
|
758 |
|
|
|
(10,887 |
) |
|
|
(4,909 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and due from banks |
|
|
4,647 |
|
|
|
(5 |
) |
|
|
(6,815 |
) |
|
|
(2,173 |
) |
Cash and due from banks at beginning of quarter |
|
|
10,794 |
|
|
|
474 |
|
|
|
4,129 |
|
|
|
15,397 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks at end of quarter |
|
$ |
15,441 |
|
|
$ |
469 |
|
|
$ |
(2,686 |
) |
|
$ |
13,224 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
62
Condensed Consolidating Statement of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended March 31, 2005 |
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
consolidating |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
subsidiaries/ |
|
|
Consolidated |
|
(in millions) |
|
Parent |
|
|
WFFI |
|
|
eliminations |
|
|
Company |
|
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
$ |
1,913 |
|
|
$ |
561 |
|
|
$ |
2,555 |
|
|
$ |
5,029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities available for sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales proceeds |
|
|
47 |
|
|
|
24 |
|
|
|
1,895 |
|
|
|
1,966 |
|
Prepayments and maturities |
|
|
25 |
|
|
|
46 |
|
|
|
1,628 |
|
|
|
1,699 |
|
Purchases |
|
|
(76 |
) |
|
|
(83 |
) |
|
|
(2,024 |
) |
|
|
(2,183 |
) |
Net cash acquired from acquisitions |
|
|
|
|
|
|
|
|
|
|
5 |
|
|
|
5 |
|
Increase in banking subsidiaries loan
originations, net of collections |
|
|
|
|
|
|
|
|
|
|
(4,900 |
) |
|
|
(4,900 |
) |
Proceeds from sales (including participations) of loans by
banking subsidiaries |
|
|
|
|
|
|
|
|
|
|
4,885 |
|
|
|
4,885 |
|
Purchases (including participations) of loans by
banking subsidiaries |
|
|
|
|
|
|
|
|
|
|
(3,136 |
) |
|
|
(3,136 |
) |
Principal collected on nonbank entities loans |
|
|
|
|
|
|
5,403 |
|
|
|
86 |
|
|
|
5,489 |
|
Loans originated by nonbank entities |
|
|
|
|
|
|
(7,719 |
) |
|
|
(12 |
) |
|
|
(7,731 |
) |
Net advances to nonbank entities |
|
|
(1,905 |
) |
|
|
|
|
|
|
1,905 |
|
|
|
|
|
Capital notes and term loans made to subsidiaries |
|
|
(2,505 |
) |
|
|
|
|
|
|
2,505 |
|
|
|
|
|
Principal collected on notes/loans made to subsidiaries |
|
|
401 |
|
|
|
|
|
|
|
(401 |
) |
|
|
|
|
Net decrease (increase) in investment in subsidiaries |
|
|
148 |
|
|
|
|
|
|
|
(148 |
) |
|
|
|
|
Other, net |
|
|
|
|
|
|
(25 |
) |
|
|
(3,558 |
) |
|
|
(3,583 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used by investing activities |
|
|
(3,865 |
) |
|
|
(2,354 |
) |
|
|
(1,270 |
) |
|
|
(7,489 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net decrease in deposits |
|
|
|
|
|
|
|
|
|
|
(1,695 |
) |
|
|
(1,695 |
) |
Net increase in short-term borrowings |
|
|
619 |
|
|
|
681 |
|
|
|
1,189 |
|
|
|
2,489 |
|
Proceeds from issuance of long-term debt |
|
|
5,771 |
|
|
|
1,743 |
|
|
|
1,501 |
|
|
|
9,015 |
|
Long-term debt repayment |
|
|
(1,814 |
) |
|
|
(456 |
) |
|
|
(3,410 |
) |
|
|
(5,680 |
) |
Proceeds from issuance of common stock |
|
|
329 |
|
|
|
|
|
|
|
|
|
|
|
329 |
|
Common stock repurchased |
|
|
(623 |
) |
|
|
|
|
|
|
|
|
|
|
(623 |
) |
Cash dividends paid on common stock |
|
|
(815 |
) |
|
|
|
|
|
|
|
|
|
|
(815 |
) |
Other, net |
|
|
|
|
|
|
|
|
|
|
4 |
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided (used) by financing activities |
|
|
3,467 |
|
|
|
1,968 |
|
|
|
(2,411 |
) |
|
|
3,024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and due from banks |
|
|
1,515 |
|
|
|
175 |
|
|
|
(1,126 |
) |
|
|
564 |
|
Cash and due from banks at beginning of quarter |
|
|
9,719 |
|
|
|
482 |
|
|
|
2,702 |
|
|
|
12,903 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks at end of quarter |
|
$ |
11,234 |
|
|
$ |
657 |
|
|
$ |
1,576 |
|
|
$ |
13,467 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
63
17. GUARANTEES
We provide significant guarantees to third parties including standby letters of credit, various
indemnification agreements, guarantees accounted for as derivatives, contingent consideration
related to business combinations and contingent performance guarantees.
We issue standby letters of credit, which include performance and financial guarantees, for
customers in connection with contracts between the customers and third parties. Standby letters of
credit assure that the third parties will receive specified funds if customers fail to meet their
contractual obligations. We will be required to make payment if a customer defaults. Standby
letters of credit were $11.2 billion at March 31, 2006, and $10.9 billion at December 31, 2005,
including financial guarantees of $6.6 billion and $6.4 billion, respectively, that we had issued
or purchased participations in. Standby letters of credit are net of participations sold to other
institutions of $2.3 billion at March 31, 2006, and $2.1 billion at December 31, 2005. We consider
the credit risk in standby letters of credit in determining the allowance for credit losses.
Deferred fees for these standby letters of credit were not significant to our financial statements.
We also had commitments for commercial and similar letters of credit of $818 million at March 31,
2006, and $761 million at December 31, 2005.
We enter into indemnification agreements in the ordinary course of business under which we agree to
indemnify third parties against any damages, losses and expenses incurred in connection with legal
and other proceedings arising from relationships or transactions with us. These relationships or
transactions include those arising from service as a director or officer of the Company,
underwriting agreements relating to our securities, securities lending, acquisition agreements, and
various other business transactions or arrangements. Because the extent of our obligations under
these agreements depends entirely upon the occurrence of future events, our potential future
liability under these agreements is not fully determinable.
We write options, floors and caps. We exercise options when it is to our benefit. Periodic
settlements occur on floors and caps based on market conditions. The fair value of the written
options liability in our balance sheet was $767 million at March 31, 2006, and $563 million at
December 31, 2005. The aggregate written floors and caps liability was $143 million and $169
million, respectively. Our ultimate obligation under written options, floors and caps is based on
future market conditions and is only quantifiable at settlement. The notional value related to
written options was $48.5 billion at March 31, 2006, and $45.5 billion at December 31, 2005, and
the aggregate notional value related to written floors and caps was $17.2 billion and $24.3
billion, respectively. We offset substantially all options written to customers with purchased
options and other derivatives.
We also enter into credit default swaps under which we buy loss protection from or sell loss
protection to a counterparty in the event of default of a reference obligation. The carrying amount
of the contracts sold was a $5 million liability at March 31, 2006, and a $6 million liability at
December 31, 2005. The maximum amount we would be required to pay under the swaps in which we sold
protection, assuming all reference obligations default at a total loss, without recoveries, was
$2.8 billion and $2.7 billion based on notional value at March 31, 2006, and December 31, 2005,
respectively. We purchased credit default swaps of comparable notional amounts to mitigate the
exposure of the written credit default swaps at March 31, 2006, and December 31, 2005. These
purchased credit default swaps had terms (i.e., used the same
64
reference obligation and maturity) that would offset our exposure from the written default swap
contracts in which we are providing protection to a counterparty.
In connection with certain brokerage, asset management and insurance agency acquisitions we have
made, the terms of the acquisition agreements provide for deferred payments or additional
consideration based on certain performance targets. At March 31, 2006, and December 31, 2005, the
amount of contingent consideration we expected to pay was not significant to our financial
statements.
We have entered into various contingent performance guarantees through credit risk participation
arrangements with remaining terms up to 23 years. We will be required to make payments under these
guarantees if a customer defaults on its obligation to perform under certain credit agreements with
third parties. Because the extent of our obligations under these guarantees depends entirely on
future events, our potential future liability under these agreements is not fully determinable.
However, our exposure under most of the agreements can be quantified and for those agreements our
exposure was contractually limited to an aggregate liability of approximately $105 million at March
31, 2006, and $110 million at December 31, 2005.
65
18. REGULATORY AND AGENCY CAPITAL REQUIREMENTS
The Company and each of its subsidiary banks are subject to various regulatory capital adequacy
requirements administered by the Federal Reserve Board (FRB) and the Office of the Comptroller of
the Currency, respectively.
We do not consolidate our wholly-owned trusts (the Trusts) formed solely to issue trust preferred
securities. The amount of trust preferred securities issued by the Trusts that was includable in
Tier 1 capital in accordance with FRB risk-based capital guidelines was $4.2 billion at March 31,
2006. 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 March 31, 2006: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital (to risk-weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wells Fargo & Company |
|
|
|
|
|
$ |
45.3 |
|
|
|
|
|
|
|
11.49 |
% |
|
|
³ |
|
|
$ |
31.6 |
|
|
|
³ |
|
|
|
8.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wells Fargo Bank, N.A. |
|
|
|
|
|
|
35.2 |
|
|
|
|
|
|
|
10.91 |
|
|
|
³ |
|
|
|
25.8 |
|
|
|
³ |
|
|
|
8.00 |
|
|
|
³ |
|
|
$ |
32.3 |
|
|
|
³ |
|
|
|
10.00 |
% |
Tier 1 capital (to risk-weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wells Fargo & Company |
|
|
|
|
|
$ |
32.8 |
|
|
|
|
|
|
|
8.30 |
% |
|
|
³ |
|
|
$ |
15.8 |
|
|
|
³ |
|
|
|
4.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wells Fargo Bank, N.A. |
|
|
|
|
|
|
25.8 |
|
|
|
|
|
|
|
7.98 |
|
|
|
³ |
|
|
|
12.9 |
|
|
|
³ |
|
|
|
4.00 |
|
|
|
³ |
|
|
$ |
19.4 |
|
|
|
³ |
|
|
|
6.00 |
% |
Tier 1 capital (to average assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Leverage ratio) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wells Fargo & Company |
|
|
|
|
|
$ |
32.8 |
|
|
|
|
|
|
|
7.13 |
% |
|
|
³ |
|
|
$ |
18.4 |
|
|
|
³ |
|
|
|
4.00 |
%(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wells Fargo Bank, N.A. |
|
|
|
|
|
|
25.8 |
|
|
|
|
|
|
|
6.67 |
|
|
|
³ |
|
|
|
15.4 |
|
|
|
³ |
|
|
|
4.00 |
(1) |
|
|
³ |
|
|
$ |
19.3 |
|
|
|
³ |
|
|
|
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. |
As an approved seller/servicer, Wells Fargo Bank, N.A., through its mortgage banking division,
is required to maintain minimum levels of shareholders equity, as specified by various agencies,
including the United States Department of Housing and Urban Development, Government National
Mortgage Association, Federal Home Loan Mortgage Corporation and Federal National Mortgage
Association. At March 31, 2006, Wells Fargo Bank, N.A. met these requirements.
66
19. DERIVATIVES
Fair Value Hedges
For periods prior to January 1, 2006, we used derivatives, such as interest rate swaps, swaptions,
Treasury futures and options, Eurodollar futures and options, and forward contracts, as fair value
hedges to manage the risk of changes in the fair value of residential MSRs and other interests
held. Derivative gains or losses caused by market conditions (volatility) and the spread between
spot and forward rates priced into the derivative contracts (the passage of time) were excluded
from the evaluation of hedge effectiveness, but were reflected in earnings. Upon adoption
of FAS 156, derivatives used to hedge our residential MSRs are no longer accounted for as fair
value hedges under FAS 133. Net derivative gains and losses related to our residential mortgage
servicing activities are included in Servicing income, net in Note 15.
We use derivatives, such as Treasury and LIBOR futures and swaptions, to hedge changes in fair
value due to changes in interest rates of our commercial real estate mortgages and franchise loans
held for sale. The ineffective portion of these fair value hedges is recorded as part of mortgage
banking noninterest income in the income statement. We also enter into interest rate swaps,
designated as fair value hedges, to convert certain of our fixed-rate long-term debt and
certificates of deposit to floating rates. In addition, we enter into cross-currency swaps and
cross-currency interest rate swaps to hedge our exposure to foreign currency risk and interest rate
risk associated with the issuance of non-U.S. dollar denominated debt. The ineffective portion of
these fair value hedges is recorded as part of interest expense in the income statement. For
commercial real estate, long-term debt and foreign currency hedges, all parts of each derivatives
gain or loss due to the hedged risk are included in the assessment of hedge effectiveness.
At March 31, 2006, all designated fair value hedges continued to qualify as fair value hedges.
Cash Flow Hedges
We hedge floating-rate senior debt against future interest rate increases by using interest rate
swaps to convert floating-rate senior debt to fixed rates and by using interest rate caps and
floors to limit variability of rates. We also use derivatives, such as Treasury futures, forwards
and options, Eurodollar futures, and forward contracts, to hedge forecasted sales of mortgage
loans. Gains and losses on derivatives that are reclassified from cumulative other comprehensive
income to current period earnings, are included in the line item in which the hedged items effect
in earnings is recorded. All parts of gain or loss on these derivatives are included in the
assessment of hedge effectiveness. As of March 31, 2006, all designated cash flow hedges continued
to qualify as cash flow hedges.
At March 31, 2006, we expected that $112 million of deferred net gains on derivatives in other
comprehensive income will be reclassified as earnings during the next twelve months, compared with
$28 million of deferred net gains at March 31, 2005. We are hedging our exposure to the variability
of future cash flows for all forecasted transactions for a maximum of one year for hedges
converting floating-rate loans to fixed rates, 10 years for hedges of floating-rate senior debt and
one year for hedges of forecasted sales of mortgage loans.
67
The following table provides derivative gains and losses related to fair value and cash flow hedges
resulting from the change in value of the derivatives excluded from the assessment of hedge
effectiveness and the change in value of the ineffective portion of the derivatives.
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended March 31 |
, |
(in millions) |
|
2006 |
|
|
2005 |
|
|
Gains (losses) from derivatives related to MSRs and
other interests held from change in value of (1): |
|
|
|
|
|
|
|
|
Derivatives excluded from the assessment of hedge effectiveness |
|
$ |
|
|
|
$ |
228 |
|
Ineffective portion of derivatives |
|
|
|
|
|
|
(143 |
) |
|
|
|
|
|
|
|
Net derivative gains related to MSRs and other interests held |
|
$ |
|
|
|
$ |
85 |
|
|
|
|
|
|
|
|
Gains (losses) from ineffective portion of change in the value
of other fair value hedges (2) |
|
$ |
4 |
|
|
$ |
(6 |
) |
Gains from ineffective portion of change in the value
of cash flow hedges |
|
$ |
16 |
|
|
$ |
12 |
|
|
|
|
|
(1) |
|
Upon adoption of FAS 156, derivatives used to hedge our residential MSRs are no longer
accounted for as fair value hedges under FAS 133. |
(2) |
|
Includes commercial real estate, long-term debt and foreign currency. |
Free-Standing Derivatives
We use derivatives, such as swaps, swaptions, Treasury futures and options, Eurodollar futures and
options, and forward contracts, in addition to securities available for sale, to economically hedge
the risk of changes in the fair value of residential MSRs and other interests held, with the
resulting gain or loss reflected in income. Net derivative losses of $706 million for first quarter
2006 from economic hedges related to our mortgage servicing activities are included on the income
statement in Mortgage banking. The aggregate fair value of these derivatives used as economic
hedges was a net liability of $121 million at March 31, 2006, and a net asset of $32 million at
December 31, 2005, and is included on the balance sheet in Other assets. Changes in fair value of
securities available for sale (unrealized gains and losses) are not included in servicing income,
but are reported in cumulative other comprehensive income (net of tax) or, upon sale, are reported
in net gains (losses) on debt securities available for sale.
Interest rate lock commitments for residential mortgage loans that we intend to resell are
considered free-standing derivatives. Our interest rate exposure on these derivative loan
commitments is economically hedged with Treasury futures, forwards and options, Eurodollar futures,
and forward contracts. The commitments and free-standing derivatives are carried at fair value with
changes in fair value recorded as a part of mortgage banking noninterest income in the income
statement. We record a zero fair value for a derivative loan commitment at inception consistent
with Emerging Issues Task Force Issue No. 02-3, Issues Involved in Accounting for Derivative
Contracts Held for Trading Purposes and Contracts Involved in Energy Trading and Risk Management
Activities, and Securities and Exchange Commission (SEC) Staff Accounting Bulletin No. 105,
Application of Accounting Principles to Loan Commitments. Changes subsequent to inception are based
on changes in fair value of the underlying loan resulting from the exercise of the commitment and
changes in the probability that the loan will not fund within the terms of the commitment, which is
affected primarily by changes in interest rates and passage of time (referred to as a fall-out
factor). The aggregate fair value of derivative loan commitments on the consolidated balance sheet
at March 31, 2006, and December 31, 2005, was a net liability
68
of $190 million and $54 million, respectively; and is included in the caption Interest rate
contracts under Customer Accommodations and Trading in the following table.
We also enter into various derivatives primarily to provide derivative products to customers. To a
lesser extent, we take positions based on market expectations or to benefit from price
differentials between financial instruments and markets. These derivatives are not linked to
specific assets and liabilities on the balance sheet or to forecasted transactions in an accounting
hedge relationship and, therefore, do not qualify for hedge accounting. We also enter into
free-standing derivatives for risk management that do not otherwise qualify for hedge accounting.
They are carried at fair value with changes in fair value recorded as part of other noninterest
income in the income statement.
Derivative Financial Instruments Summary Information
The total credit risk amount and estimated net fair value for derivatives at March 31, 2006, and
December 31, 2005, were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2006 |
|
|
December 31, 2005 |
|
|
|
Credit |
|
|
Estimated |
|
|
Credit |
|
|
Estimated |
|
|
|
risk |
|
|
net fair |
|
|
risk |
|
|
net fair |
|
(in millions) |
|
amount (1) |
|
|
value |
|
|
amount (1) |
|
|
value |
|
|
ASSET/LIABILITY MANAGEMENT
HEDGES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate contracts |
|
$ |
787 |
|
|
$ |
(386 |
) |
|
$ |
726 |
|
|
$ |
218 |
|
Equity contracts |
|
|
|
|
|
|
(14 |
) |
|
|
3 |
|
|
|
|
|
Foreign exchange contracts |
|
|
168 |
|
|
|
32 |
|
|
|
153 |
|
|
|
93 |
|
CUSTOMER ACCOMMODATIONS
AND TRADING |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate contracts |
|
|
1,687 |
|
|
|
132 |
|
|
|
1,395 |
|
|
|
47 |
|
Commodity contracts |
|
|
597 |
|
|
|
25 |
|
|
|
801 |
|
|
|
38 |
|
Equity contracts |
|
|
323 |
|
|
|
2 |
|
|
|
258 |
|
|
|
(12 |
) |
Foreign exchange contracts |
|
|
366 |
|
|
|
15 |
|
|
|
315 |
|
|
|
24 |
|
Credit contracts |
|
|
28 |
|
|
|
(26 |
) |
|
|
23 |
|
|
|
(33 |
) |
|
|
|
|
(1) |
|
Credit risk amounts reflect the replacement cost for those contracts in a gain position
in the event of nonperformance by all counterparties. |
69
PART II OTHER INFORMATION
|
|
|
Item 2.
|
|
Unregistered Sales of Equity Securities and Use of Proceeds |
|
|
|
|
|
The following table shows Company repurchases of its common stock for each
calendar month in the quarter ended March 31, 2006. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total number of |
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
shares repurchased |
|
|
Maximum number of |
|
|
|
Total number |
|
|
average |
|
|
as part of publicly |
|
|
shares that may yet |
|
Calendar |
|
of shares |
|
|
price paid |
|
|
announced |
|
|
be repurchased under |
|
month |
|
repurchased |
(1) |
|
per share |
|
|
authorizations |
(1) |
|
the authorizations |
|
|
|
|
2,849,549 |
|
|
$ |
62.42 |
|
|
|
2,849,549 |
|
|
|
32,336,840 |
|
|
|
|
5,492,761 |
|
|
|
62.03 |
|
|
|
5,492,761 |
|
|
|
26,844,079 |
|
|
|
|
1,964,496 |
|
|
|
64.68 |
|
|
|
1,964,496 |
|
|
|
24,879,583 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
10,306,806 |
|
|
|
|
|
|
|
10,306,806 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
All shares were repurchased under two authorizations each covering up to
25 million shares of common stock approved by the Board of Directors and publicly
announced by the Company on July 26, 2005, and November 15, 2005, respectively.
Unless modified or revoked by the Board, these authorizations do not expire. |
|
|
|
Item 6.
|
|
Exhibits |
|
|
|
|
|
The Companys SEC file number is 001-2979. On and before November 2, 1998, the Company
filed documents with the SEC under the name Norwest Corporation. The former Wells Fargo
& Company filed documents under SEC file number 001-6214. |
|
3(a) |
|
Restated Certificate of Incorporation, incorporated by reference to
Exhibit 3(b) to the Companys Current Report on Form 8-K dated June 28, 1993.
Certificates of Amendment of Certificate of Incorporation, incorporated by reference
to Exhibit 3 to the Companys Current Report on Form 8-K dated July 3, 1995
(authorizing preference stock), Exhibits 3(b) and 3(c) to the Companys Quarterly
Report on Form 10-Q for the quarter ended September 30, 1998 (changing the Companys
name and increasing authorized common and preferred stock, respectively) and Exhibit
3(b) to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31,
2001 (increasing authorized common stock) |
|
|
(b) |
|
Certificate of Change of Location of Registered Office and Change of
Registered Agent, incorporated by reference to Exhibit 3(b) to the Companys
Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 |
|
|
(c) |
|
Certificate Eliminating the Certificate of Designations for the
Companys Cumulative Convertible Preferred Stock, Series B, incorporated by
reference to Exhibit 3(a) to the Companys Current Report on Form 8-K filed
November 1, 1995 |
|
|
(d) |
|
Certificate Eliminating the Certificate of Designations for the
Companys 10.24% Cumulative Preferred Stock, incorporated by reference to Exhibit
3 to the Companys Current Report on Form 8-K filed February 20, 1996 |
70
|
3(e) |
|
Certificate of Designations for the Companys 1997 ESOP Cumulative
Convertible Preferred Stock, incorporated by reference to Exhibit 3 to the Companys
Current Report on Form 8-K filed April 21, 1997 |
|
|
(f) |
|
Certificate of Designations for the Companys 1998 ESOP Cumulative
Convertible Preferred Stock, incorporated by reference to Exhibit 3 to the
Companys Current Report on Form 8-K filed April 20, 1998 |
|
|
(g) |
|
Certificate Eliminating the Certificate of Designations for the
Companys Series A Junior Participating Preferred Stock, incorporated by reference
to Exhibit 3(a) to the Companys Current Report on Form 8-K filed April 21, 1999 |
|
|
(h) |
|
Certificate of Designations for the Companys 1999 ESOP Cumulative
Convertible Preferred Stock, incorporated by reference to Exhibit 3(b) to the
Companys Current Report on Form 8-K filed April 21, 1999 |
|
|
(i) |
|
Certificate of Designations for the Companys 2000 ESOP Cumulative
Convertible Preferred Stock, incorporated by reference to Exhibit 3(o) to the
Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 |
|
|
(j) |
|
Certificate of Designations for the Companys 2001 ESOP Cumulative
Convertible Preferred Stock, incorporated by reference to Exhibit 3 to the
Companys Current Report on Form 8-K filed April 17, 2001 |
|
|
(k) |
|
Certificate of Designations for the Companys 2002 ESOP Cumulative
Convertible Preferred Stock, incorporated by reference to Exhibit 3 to the
Companys Current Report on Form 8-K filed April 16, 2002 |
|
|
(l) |
|
Certificate of Designations for the Companys 2003 ESOP Cumulative
Convertible Preferred Stock, incorporated by reference to Exhibit 3.1 to the
Companys Current Report on Form 8-K filed April 15, 2003 |
|
|
(m) |
|
Certificate of Designations for the Companys 2004 ESOP Cumulative
Convertible Preferred Stock, incorporated by reference to Exhibit 3(o) to the
Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2004 |
|
|
(n) |
|
Certificate of Designations for the Companys 2005 ESOP Cumulative
Convertible Preferred Stock, incorporated by reference to Exhibit 3(a) to the
Companys Current Report on Form 8-K filed March 18, 2005 |
|
|
(o) |
|
Certificate of Designations for the Companys 2006 ESOP Cumulative
Convertible Preferred Stock, incorporated by reference to Exhibit 3(a) to the
Companys Current Report on Form 8-K filed March 21, 2006 |
|
|
(p) |
|
By-Laws, incorporated by reference to Exhibit 3 to the Companys
Current Report on Form 8-K filed January 30, 2006 |
|
|
4(a) |
|
See Exhibits 3(a) through 3(p) |
71
|
4(b) |
|
The Company agrees to furnish upon request to the Commission a copy of
each instrument defining the rights of holders of senior and subordinated debt of
the Company |
|
|
10(a) |
|
Wells Fargo Bonus Plan, amended effective January 1, 2006, filed herewith |
|
|
(b) |
|
Form of Non-Qualified Stock Option Agreement for February 28, 2006,
grants to executive officers, incorporated by reference to Exhibit 10(a) to the
Companys Current Report on Form 8-K filed March 6, 2006 |
|
|
(c) |
|
Cancellation Agreement, effective as of February 28, 2006, by and
between the Company and Richard M. Kovacevich, incorporated by reference to
Exhibit 10(b) to the Companys Current Report on Form 8-K filed March 6, 2006 |
|
|
12 |
|
Computation of Ratios of Earnings to Fixed Charges, filed herewith. The
ratios of earnings to fixed charges, including interest on deposits, were 2.12 and
2.91 for the quarters ended March 31, 2006 and 2005, respectively. The ratios of
earnings to fixed charges, excluding interest on deposits, were 3.47 and 4.61 for the
quarters ended March 31, 2006 and 2005, respectively. |
|
|
31(a) |
|
Certification of principal executive officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, filed herewith |
|
|
(b) |
|
Certification of principal financial officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002, filed herewith |
|
|
32(a) |
|
Certification of Periodic Financial Report by Chief Executive Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and 18 U.S.C. § 1350,
furnished herewith |
|
|
(b) |
|
Certification of Periodic Financial Report by Chief Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and 18 U.S.C. § 1350,
furnished herewith |
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.
|
|
|
|
|
Dated: May 4, 2006 |
|
WELLS FARGO & COMPANY |
|
|
|
|
|
|
|
By:
|
|
/s/ RICHARD D. LEVY |
|
|
|
|
|
|
|
|
|
Richard D. Levy
Senior Vice President and Controller
(Principal Accounting Officer) |
72