SecProbe.io

May 11, 2011
 John G. Stumpf Chairman, President and Chief Executive Officer Wells Fargo & Company 420 Montgomery Street
San Francisco, California 94163

Re: Wells Fargo & Company
 Form 10-K for Fiscal Year Ended December 31, 2010
Filed February 25, 2011 Form 10-Q for Fiscal Quarter Ended March 31, 2011 Filed May 6, 2011 File No. 001-02979

Dear Mr. Stumpf:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
 Form 10-K for Fiscal Year Ended December 31, 2010

 Regulation and Supervision, page 3

 1. You may not qualify this section by reference to  the full text of the statutes, regulations
and policies that are described.  Please confirm that you will not qualify this section in
future filings.
 Item 1A.  Risk Factors, page 13

 2. Many of your risk factor discussions are too vague to be meaningful to investors.
For example:

John G. Stumpf Wells Fargo & Company May 11, 2011 Page 2

a. “Our financial results and condition may be adversely affected by difficult and
business economic conditions…;”
b. “Financial and credit markets may experience a disruption…;”

c. “Higher charge-offs and worsening credit c onditions could require us to increase our
allowance…;” and

d. “Our ability to grow revenue and earnings will suffer if we are unable to sell more
products to customers.”

Those are only examples.  Please provide draft di sclosure to be includ ed in future filings
expanding your risk factors discussion to id entify any specific situations that make you
particularly vulnerable to the identified risks,  including regulatory ch anges.  Additionally,
provide a more specific discussi on of the potential consequences
 Item 7A.  Quantitative and Qualitative Disclosures About Market Risk, page 16

 3. We refer to your disclosure under “Financial Review – Risk Management” on page 61 of
your 2010 Annual Report to Shareholders that you have incorporated by reference to
your Form 10-K and note your reference to th e positive performance of the “Pick-a-Pay”
portfolio, which you attribute primarily to “significant modification efforts.”  Please
provide proposed disclosure to be included in future filings clarifying the extent to which
these modification efforts resulted from settleme nt agreements with state regulators.
 Financial Review, page 34

Table 7:  Noninter est Income, page 45

4. We note the significant fluctuations in the account “net gains from trading activities,”
during the three years ended December 31, 2010.  Please tell us and expand your
disclosures in future filings to provide a discussion of the following:  a. Describe the key drivers of the activity in this line item.
 b. Discuss the underlying causes of the variations  in this account from  year to year.
For example, revenues declined 38 percent in 2010 from 2009, but increased 872% in
2009 as compared to 2008 and no discussion appears to be provided analyzing the results.
 c. Discuss how revenues are earned from tradi ng activities.  For example, disclose
whether the results are mainly fee based, or primarily driven by changes in fair value
of the trading positions held.

John G. Stumpf Wells Fargo & Company May 11, 2011 Page 3

Risk Management- Credit Risk Management, page 54

 Table 25:  Home Equity Portfolios, page 63

 5. We note your discussion of your home equity portfolio and the table showing geographic
concentrations.  Please respond to the follo wing and expand your disclosures in future
filings to address the following:  a. Tell us whether you are able to track whethe r the first lien position is in default,
regardless of whether you hold the first lien lo an.  If so, please tell us the results of
that data and consider providing disclosure  of this information in future filings.
 b. Tell us and disclose the percentage of th e home equity loan portfolio where you also
hold the first lien.
 c. Tell us whether the default and delinquency st atistics for the home equity loans where
you also hold the first lien show a different  trend than situations where you do not
also hold the first lien loan.
 d. Tell us and enhance disclosures in future filings to provide a discussion of how many
borrowers are only paying the minimum amount due on the home equity loan.
 e. Describe the terms of the home equity loans in more detail.  For example, tell us how
long the draw periods are for the loans and provide data on when the loans convert to
amortizing.
 f. Tell us whether the default and delinquenc y statistics for amortizing loans show a
different trend than situati ons where the home equity lo ans have not converted to
amortizing.

Liability for Mortgage Loan Repurchase, page 72

 6. We note your disclosure that there may be a range of reasonably po ssible losses in excess
of the estimated mortgage repurchase liability that cannot be estimated  with confidence.
We do not believe that the criteria “with c onfidence” is consistent with the guidance in
ASC 450.  Please either provide  an estimated range of reasonably possible loss, or
provide disclosure that you are unable to estimate the loss or range of possible loss
without the qualifier “with confidence.”  We also note your disclosure that the level of
repurchase demands is down from a year ago.  We believe that as time goes on and you
have gained more experience in resolving th e claims, you should be able to provide an
estimate of reasonably possible losses in  excess of the estimated liability.

7. We note footnote two to your table of unr esolved repurchase demands and mortgage
insurance recessions indicates that to the ex tent mortgage insuran ce is rescinded by the

John G. Stumpf Wells Fargo & Company May 11, 2011 Page 4

mortgage insurer, the lack of insurance may result in a repurchase demand from the
investor.  Please respond to the following:

a. Clarify where investor repurchase demands due to lack of insurance show up in the
table;
b. Tell us the counterparties for which you typi cally would provide the representations
about mortgage insurance (private versus  GSEs) and whether this is one of the
breaches of the representations and warrantie s provided that results in a large number
of repurchase demands;

c. Tell us whether you have statistics on th e percentage of mortgage insurance
rescissions that actually re sult in repurchase demands;

d. Tell us whether the holder of the mortgage is also aware of the mortgage insurance
rescission, as well as whether you have an ob ligation to report the mortgage insurance
rescission to the purchas er of the mortgage;

e. Tell us when and how you establish reserv es for mortgage insurance rescissions,
particularly where there is not a repurchase demand; and

f. Tell us your success rates in ge tting the mortgage insurer to  reinstate coverage due to
lack of a contractual breach.
8. We note your disclosure that you negotiated global settlements on pools of mortgage
loans of $675 million, which effectively eliminates the risk of repurchase on those loans from your outstanding servicing portfolio.  Please  tell us the types of  counterparties that
you entered into global settlements with.  Additionally, tell us  whether the global
settlements effectively settled all future mo rtgage repurchase requests for the mortgage
pools in question with that count erparty, or just the existing cl aims that had been made on
mortgages identified with defects.

Risk Management – Asset/Liability Management

Market Risk – Trading Activities, page 78

9. We note your disclosure on page 78 that you ta ke positions based on market expectations
or to benefit from price diffe rences between financial instru ments and markets, as well as
your disclosure on page 172 that you use deriva tives, in part, to generate profits from
proprietary trading.  We also note the line ite ms “net gains from trading activities” on
your consolidated statement of income and your  disclosure in the table on page 176 that
indicates that you classify certain changes in the fair value of trading and other
freestanding derivatives in various line items not clearly specified, but including
“mortgage banking” noninterest income and “other” noninterest income.  It is not clear,

John G. Stumpf Wells Fargo & Company May 11, 2011 Page 5

however, how much of this revenue was generated from your proprietary trading
business.  We believe that separate quantif ication of your proprie tary trading revenues
will provide useful information to allow r eaders to understand the significance of your
proprietary trading activities to your overall results of ope rations and to more clearly
understand the impact that the Volcker rule  and its limitations on proprietary trading
activities is expected to have on your busines s going forward.  Accordingly, please revise
your future filings to separately disclose your revenues earned from proprietary trading
activities.  In addition, please clearly define what you consid er to represent proprietary
trading activities and discuss changes you plan to implement, or have implemented, as a
result of future prohibitions or limitations  on this type of activity in the future.
 Allowance for Credit Losses, page 71

 10. Please tell us how you comply with the disc losure requirements in Item IV.B of
Industry Guide 3 and/or revise fu ture filings to disclose this information.  In this regard,
we note that Industry Guide 3 requires a br eakdown of the ending allowance for loan
losses for the past five years by category and that the loan categories included in Guide 3
appear to be similar to your classes of financing receivables.
 Note 1: Summary of Significant Accounti ng Policies – Impaired Loans, page 116

11. Please revise future filings to discuss the factors you consider in determining that you
will be unable to collect all principal and in terest payments due in accordance with the
contractual terms of the loan agreem ent.  Refer to ASC 310-10-50-15(e).

Note 1: Summary of Significant Accounting Po licies – Purchase Credit-Impaired.., page 116
 12. You disclose here that modi fied PCI loans that are acc ounted for individually are
considered TDRs and removed from PCI accounting if there has been a concession
granted in excess of the original nonaccretable difference.  Please tell us and revise future
filings to disclose whether you classify thes e loans as impaired loans.  If you do not,
please explain to us why you do not and clarif y your disclosure on page 116 that states
that loans classified as TDRs are considered  impaired loans.  We note the guidance in
ASC 310-30-35-10(a).

Foreclosed Assets, page 117

13. We note your disclosure that foreclosed assets are recorded at net re alizable value with a
charge to the allowance for credit losses at  foreclosure, and that you allow up to 90 days
after foreclosure to finalize determination of ne t realizable value.  Thereafter, changes in
net realizable value are record ed to non-interest expense.  Please tell us whether you
record significant charges due to write-downs  to net realizable value at the time of
foreclosure given that ASC 310-10-35-32 requires loans where foreclosure is probable to

John G. Stumpf Wells Fargo & Company May 11, 2011 Page 6

be measured at fair value, and ASC 310-10-35- 23 requires costs of sa le to be considered
if repayment is expected solely on the sale of the collateral.
 Note 5: Securities Available for Sale, page 123

 14. You disclose that the corporat e debt securities classificati on includes securi ties backed by
commercial loans.  You also disclose that th e collateralized debt obligation classification
includes securities primarily backed by commercial and other collateral.  Please revise future filings to clarify the difference betw een securities backed by commercial loans and
securities backed by commercial collateral.
Note 6: Loans and Allowance for Credit Losses, page 131

 15. We note from your disclosure on page 131 that  you identified two portfolio segments,
commercial and consumer, and a total of nine  classes.  In addition, we note that a
segment is defined in ASU 2010-20 as the level at which you develop and document a systematic methodology to determine your allowa nce for credit losses.  Given the unique
characteristics of your home equity portfolio (classified as part of your real estate 1-4
family junior lien mortgage class), pleas e tell us how you determined that your home
equity portfolio did not meet the de finition of a portfolio segment.

Note 8: Securitization and Variab le Interest Entities, page 146

16. We note your disclosure in note two to your table of unconsolidated  variable interest
entities (VIE’s) with which you have significan t continuing involvement, but are not the
primary beneficiary on pages 148-149.  We note th at your loan to the VIE represents over
97% of the VIE’s assets.  Please tell us th e facts and circumstances related to these
transactions including the pr imary benefits related to how  the transactions/trusts are
structured and provide us a detailed accounting analysis which explains why you do not
consolidate the VIE.  Please discuss any changes in your accounting for these transactions during 2009 and 2010.  Also, please tell us why you include the loan amount
in the “Debt and equity interest” column in the table.

17.  We note that you have debt and equity inte rests representing great er than 50% of the
total assets in the asset-based finance stru ctures.  Please provide additional information
about your involvement with these entities and provide us with a detailed accounting
analysis which explains why you do not consol idate these VIEs, specifically addressing
the significant debt and equity interests held  in the entities and wh ether other rights are
obtained given the size of your investments.   Additionally, as part of your response,
please explain what the additional $2.2 billi on of other exposure represents as of
December 31, 2010 and tell us why there is no carrying value asset (l iability) for it, as
exists at December 31, 2009.

John G. Stumpf Wells Fargo & Company May 11, 2011 Page 7

18. We note your disclosure on page 153 related to the table illust rating the principal
balances of off-balance sheet securitized lo ans, including residential mortgages sold to
FNMA, FHLMC, and GNMA where servic ing is your only form of continuing
involvement.  Please tell us in more de tail why you exclude loans sold to FNMA,
FHLMC and GNMA in both the delinquent loans and net charge-off columns.  In this
regard, we note your disclo sure that you would only e xperience a loss if you were
required to repurchase a delinquent loan due to  a breach in original representations and
warranties from these entities, but it is uncle ar how your exposure w ould be different for
the other loans in unconsolidated trusts fo r which your only continuing involvement is
servicing.

19.  We note that you consolidate certain nonconforming residential mortgage loan
securitizations, as described further on page 155, but also have significant amounts of
nonconforming residential mortgage loan securiti zations that are not consolidated.  Based
on the disclosures provided on pa ge 155, the nature of the vari able interests held in the
consolidated VIEs includes be neficial interests issued by the VIE, mortgage servicing
rights and recourse or repurchase reserve liabilities.  Based on the disclosures provided in
the table on page 148