SEC Comment Letter for WELLS FARGO & (WFC) — Jul 13, 2011
WELLS FARGO & COMPANY/MN (WFC, WFCNP, WFC-PA, WFC-PC, WFC-PD, WFC-PL, WFC-PY, WFC-PZ) (CIK 0000072971)
Date: July 13, 2011 · CIK: 0000072971 · Accession: 0000000000-11-042495
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-02979
Referenced dates: June 9, 2011, May 11, 2011
Letter
July 13, 2011 Via E-Mail Richard D. Levy Executive Vice President & Controller 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 File No. 001-02979
Dear Mr. Levy: We have reviewed your response filed June 21, 2011 and have the following comments. In some of our comments, we may ask you to pr ovide 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. Where we have requested changes in future filings, please include a draft of your proposed disclosures that clearly identifies new or revised disclosu res. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please 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
Risk Management – Credit Risk Management, page 54
Table 25: Home Equity Portfolios, page 63
1. We note your response to prior comment one fr om our letter dated J une 9, 2011 that your approach is to incorporate the default rates for junior liens behind delinquent first liens into your delinquency roll rate models. Ho wever, we note that in cases where you hold the junior lien behind a third party senior li en (which is 41% of the time for this loan category) you are not aware of whether the se nior lien is delinquent or not, so please expand your disclosure in future filings to discuss how your modeling captures this risk, particularly since the delinquenc y and loss statistics are more severe in situations where you also do not own or service the senior li en. Additionally, we note your response to
Richard D. Levy Wells Fargo & Company July 13, 2011 Page 2 prior comment five from our letter dated May 11, 2011 that you have an indication of whether the senior lien is in default from reviewing credit bureau data which is not specific to which mortgage the borrower may have that is delinque nt, but it is unclear how this is considered in your analysis, so plea se also address this in your future filings.
2. We note your response to prior comment two fr om our letter dated June 9, 2011 that in substantially all cases, your junior lien positions modified under 2MP were performing at the time of the modification. As part of your proposed disclosure addressing the items discussed in comment one, pleas e also discuss whether modifications under 2MP or other modification programs involvi ng your junior liens typica lly result in significant additional allowances being reco rded at the time of modificati on as prior to that point the loan would appear to be performing. Definitive Proxy Statement on Schedule 14A
Compensation Discussion and Analysis, page 53
3. Please provide us with disclosure that shows how prior comments 12 and 13 from our letter dated June 9, 2011 would have been addressed in your 2011 proxy statement.
Summary Compensation Table, page 74
4. We note your response to prior comment 14 fr om our letter dated June 9, 2011. Please provide us with a revised footnote (4) that fu rther clarifies that th e award was originally communicated to Ms. Tolsted in early 2009 as a cash incent ive award and that it would have been reported as non-equity incentiv e compensation in column (g) for 2009 had she been a named executive officer that year.
You may contact Lindsay McCord at (202) 551-3417 or me at (202) 551-3512 if you have questions regarding comments on the financ ial statements and related matters. Please contact Celia Soehner at (202) 551-3463 or Mich ael Seaman, Special Counsel, at (202) 551-3366 with any other questions. Sincerely, /s/ Stephanie L. Hunsaker Stephanie L. Hunsaker Senior Assistant Chief Accountant
Show Raw Text
July 13, 2011
Via E-Mail
Richard D. Levy Executive Vice President & Controller 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 File No. 001-02979
Dear Mr. Levy:
We have reviewed your response filed June 21, 2011 and have the following comments.
In some of our comments, we may ask you to pr ovide 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. Where we have requested changes in future filings, please include a draft of your
proposed disclosures that clearly identifies new or revised disclosu res. If you do not believe our
comments apply to your facts and circumstances or do not believe an amendment is appropriate,
please 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
Risk Management – Credit Risk Management, page 54
Table 25: Home Equity Portfolios, page 63
1. We note your response to prior comment one fr om our letter dated J une 9, 2011 that your
approach is to incorporate the default rates for junior liens behind delinquent first liens
into your delinquency roll rate models. Ho wever, we note that in cases where you hold
the junior lien behind a third party senior li en (which is 41% of the time for this loan
category) you are not aware of whether the se nior lien is delinquent or not, so please
expand your disclosure in future filings to discuss how your modeling captures this risk,
particularly since the delinquenc y and loss statistics are more severe in situations where
you also do not own or service the senior li en. Additionally, we note your response to
Richard D. Levy Wells Fargo & Company July 13, 2011 Page 2
prior comment five from our letter dated May 11, 2011 that you have an indication of
whether the senior lien is in default from reviewing credit bureau data which is not
specific to which mortgage the borrower may have that is delinque nt, but it is unclear
how this is considered in your analysis, so plea se also address this in your future filings.
2. We note your response to prior comment two fr om our letter dated June 9, 2011 that in
substantially all cases, your junior lien positions modified under 2MP were performing at
the time of the modification. As part of your proposed disclosure addressing the items
discussed in comment one, pleas e also discuss whether modifications under 2MP or other
modification programs involvi ng your junior liens typica lly result in significant
additional allowances being reco rded at the time of modificati on as prior to that point the
loan would appear to be performing.
Definitive Proxy Statement on Schedule 14A
Compensation Discussion and Analysis, page 53
3. Please provide us with disclosure that shows how prior comments 12 and 13 from our
letter dated June 9, 2011 would have been addressed in your 2011 proxy statement.
Summary Compensation Table, page 74
4. We note your response to prior comment 14 fr om our letter dated June 9, 2011. Please
provide us with a revised footnote (4) that fu rther clarifies that th e award was originally
communicated to Ms. Tolsted in early 2009 as a cash incent ive award and that it would
have been reported as non-equity incentiv e compensation in column (g) for 2009 had she
been a named executive officer that year.
You may contact Lindsay McCord at (202) 551-3417 or me at (202) 551-3512 if you
have questions regarding comments on the financ ial statements and related matters. Please
contact Celia Soehner at (202) 551-3463 or Mich ael Seaman, Special Counsel, at (202) 551-3366
with any other questions.
Sincerely,
/s/ Stephanie L. Hunsaker
Stephanie L. Hunsaker Senior Assistant Chief Accountant