SecProbe.io

April 17, 2012
 Via E-mail

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 the Fiscal Year Ended December 31, 2011
Filed February 28, 2012 Form 8-K Filed April 13, 2012 File No. 001-02979

Dear Mr. Stumpf:
 We have reviewed your filings 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.  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, including the draf t of your proposed disclosures, we may have
additional comments.    Form 10-K for Fiscal Year Ended December 31, 2011

 Exhibit 13 – 2011 Annual Report to Stockholders

 Noninterest Income, page 37

 1. Please describe the changes that you expect ma y, over time, mitigate at least half of the
earnings reduction resulting fr om the Durbin Amendment.

John G. Stumpf Wells Fargo & Company April 17, 2012 Page 2

 Table 15:  Contractual Obligations, page 45

2. We note that your table of contractual obligati ons appears to exclude the related interest
expense on your long-term debt obligations and interest-bearing deposits, which appears
to be quite significant based on your disclosu re on page 31 of interest expense on your
long-term debt and interest-bearing deposits and based on your disclosure of cash paid
during the year for interest on your consolidated statements of cash flows. Please revise
this table in future filings to include estim ated interest payments on your long-term debt
and interest-bearing deposits and disclose any assumptions you made to derive these
amounts.  Please ensure that your estimated inte rest payments consider any fixed interest
rate payments on your interest rate swaps or similar derivatives you use to manage
interest rate risk on your long-term debt.

Risk Management, page 46
 Foreign Loans and European Exposure, page 52

 3. We note your disclosure that you conduct peri odic stress tests of your significant country
risk exposures, analyzing the potential di rect and indirect impacts of various
macroeconomic and capital market scenarios.  Please expand this disclosure to discuss
examples of indirect risk exposures identif ied and describe how management monitors
and/or mitigates the effects of  indirect exposure to risk.
 Table 22: European Exposure, page 53

 4. We note footnote four to Tabl e 22 that states the gross not ional amount of your CDS sold
on reference assets domiciled in Europe was substantially offset by the notional of CDS
purchased from investment-grade counterparties.  Please revise future filings to disclose
the gross notional amount of CDS sold and pur chased on reference a ssets domiciled in
Europe.  Additionally, your disclosure indicat es that you did not have any “net exposure”
on sovereign CDS associated with European countr ies.    Please revise future filings to
disclose the gross notional amount of CD S sold and purchased on sovereign CDS
associated with European countries and indi cate the countries that are covered by these
sovereign CDS contracts.
 Table 32:  Troubled Debt Rest ructurings (TDRs), page 63

 5. We note your troubled debt restructurings (TDR s) tabular disclosure here and that it is
presented for the last four quarters.  Please revise future filings to disclose similar
information for TDRs for the last five  years as required by Industry Guide III
Item III.C.1.

John G. Stumpf Wells Fargo & Company April 17, 2012 Page 3

 Table 33:  Analysis of Changes in TDRs, page 64

 6. We note your net change in trial modifications  line item and footnote two to the table.
Please confirm that you ‘add back’ the outflows of trial modifications due to successful
performance and permanent modification in th e ‘Inflows’ line item.  In addition, please
clarify the statement that trial modifications that do not perform are charged-off or moved
to foreclosure.  In your response address wh ere in Table 32 the portion of the loan that
did not successfully complete the trial peri od that was not charged-off and is in the
foreclosure process is located.  Finally, please tell us why there was a significant decline
in trial modifications during the third quarter.
 Liability for Mortgage Loan Repurchase, page 70

 7. We note your disclosure on page 72 that in October 2011 the Arizona
Department of Insurance announced that PMI Mortgage Insurance Co. (PMI) will pay
50 percent of claim amounts in cash, with the rest deferred.  You also  disclose that in
November 2011 PMI’s parent company filed fo r Chapter 11 bankruptcy.  Your disclosure
further states that you previously utilized PM I to provide mortgage  insurance on certain
loans originated and held in your portfolio.  Given the potential cr edit exposure in this
area, please quantify the amount and/or perc entage of your loans in your portfolio
covered by mortgage insurance provided by PM I.  Please also tell us whether you have
any other loans covered by mort gage insurers that are deferring claim payments or that
you have assessed as being non-investment grade.
 Foreclosure and Securiti zation Matters, page 73

 8. We note your disclosure here and on page 77 regarding your use of Mortgage Electronic
Registration Systems, Inc. (MERS) and the cl aims brought by attorneys general of most
states on the use of MERS and how it clouds th e ownership of the loan.  We also note
your disclosure on page 73 that  it is a common industry practi ce to record mortgages in
the name of MERS to facilita te securitizations and your disc losure on page 74 that your
practice is to obtain assign ments of mortgages from MERS prior to commencing
foreclosures.  Please clarify whether you contin ue to record mortgages in the name of
MERS for all your new securitizations in light  of the increased focus on the use of this
system.  Additionally, please tell us whether you have performed any assignments of mortgages from MERS outside of  probable foreclosures.
 Consolidated Statement of Cash Flows, page 120

 9. We note your presentation of or iginations of loans held for sale (LHFS), purchases of
LHFS, and proceeds from sales of and princi pal collected on LHFS fo r each of the three
years ended December 31, 2011.  Please tell us why the proceeds from sale of and principal collected on LHFS exceed the originations and purchases of LHFS for all years presented, including by $5.8 billion in 2010.  To th e extent this is principally due to the

John G. Stumpf Wells Fargo & Company April 17, 2012 Page 4

 gain on sale of the loans, please clarify which line item the gain is reflected in on the
consolidated statements of income.  Additi onally, please clarify how the purchases of the
LHFS interact with the disclosure on pur chases and sales of LHFS presented on
page 142.
 Note 6:  Loans and Allowance for Credit Losses, page 141

 10. We note footnote one to your ta ble for purchases and sales of  loans and transfers from
(to) mortgages/loans held for sale at lower of cost or market on page 142.  Please explain
why government insured/guaranteed loans are excluded from this table if these loans
were on your books during the year and were sold  or transferred to mortgages/loans held
for sale.
 Consumer Credit Quality Indicators, page 146

 11. We note your consumer credit quality indica tor tables beginning on page 147 and that
you exclude government insured/guaranteed loans from these disclosures.  We also note
that 43 percent of this portfolio is over 90 days past due, but stil l accruing.  Given the
high level of delinquencies in this portfolio and the requirements fo r loan servicing of
government insured/guaranteed loans please revise future filings to include your
government insured/guaranteed loans in your credit quality indicator disclosures or at
least provide a footnote providi ng quantitative information about the delinquency status
of these loans.
 Note 8:  Securitizations and Vari able Interest Entities, page 160

 12. We note your tabular disclosure on page 167 for residential and commercial mortgage
servicing rights (MSRs) and the sensitivity of the current fair value to immediate adverse
changes in key assumptions.  We also note th e disclosure on page 171 that presents the
actual changes in fair value of MSRs due to changes in valuation model inputs or
assumptions.  In an effort to provide great er understanding between the sensitivity of the
MSRs valuation to key economic assumptions an d the actual fluctuat ion in the valuation
during the year, please revise fu ture filings to provide separa te sensitivity disclosures for
your commercial and residential MSRs.  In addition, in your MSR rollforward
disaggregate the “changes in fair value due to changes in valuation model inputs or
assumptions” line item either by the key assumpti ons from your sensi tivity disclosures or
those inputs discussed in foot note two of the rollforward, like interest rates and costs to
service, that had a significan t impact on the valuation, cons istent with the information
provided in response to comment 20 include d in your letter to the staff dated
May 25, 2011.

John G. Stumpf Wells Fargo & Company April 17, 2012 Page 5

 Definitive Proxy Statement on Schedule 14A filed March 15, 2012

 Related Person Transactions, page 46

 13. We note that you granted restricted share ri ghts to Messrs. Quigle y and Fuerhoff during
2011.  Please tell us the grant da te fair value of the RSRs a nd revise your disclosure in
future filings accordingly, as appropriate.  Refer to Regulation S-K Item 404(a)(3)-(4).
 2011 Annual Incentive Compensation, page 62

 14. We refer to your disclosure on pages 63 a nd 64 regarding the HRC’s consideration of
executive officer compensation in the Labor  Market Peer Group in determining 2011
annual incentive compensation awar ds.  Please revise your disclo sure in future filings to
clarify whether the HRC made any adjustment s to annual incentive awards based upon its
evaluation of the Labor Market Peer Group da ta, or to otherwise clarify how the HRC
considers this information as part of de termining these award amounts.  If the HRC
simply compares the compensation informa tion and does not make any adjustments,
please revise your disclo sure to so state.
 15. We note your disclosure on page 64 that the HRC does not evaluate the achievement of
“specific business line numerical targets” for Messrs. Carroll and Hoyt and for Ms.
Tolstedt and that the HRC evaluates financial performance “holistically and on a discretionary basis.”  Please revise your disclosu re in future filings to clarify this process,
including how the HRC utilizes its discreti on in granting annual incentive compensation
awards to Messrs. Carroll and Hoyt and Ms. Tolstedt.  For example, does the HRC
consider whether financial performance targ ets were met overall and then adjust the
award up or down based on its subjec tive evaluation?  Please advise.
 Form 8-K Filed on April 13, 2012

 Exhibit 99.1 – The Press Release, deemed “f iled” under Securities Exchange Act of 1934

Nonperforming Assets, page six
 16. We note your disclosure that you reclassifi ed to nonaccrual status $1.7 billion of
performing junior liens with a ssociated delinquent first liens  in accordance with industry
guidance during the first quarter.  You also state that your loan loss allowance already
considered the expected loss c ontent of these loans so the fi nancial impact was minimal.
Please explain how the “Interagency Superv isory Guidance on Allowance for Loan and
Lease Losses Estimation Practices for Loans a nd Lines of Credit Secu red by Junior Liens
on 1-4 Family Residential Properties” repr esents a change in industry guidance for
income recognition and accrual policy for junior  liens.  In addition, compare and contrast
your nonaccrual policy as disclosed on pa ge 125 of your Annual Report with your
nonaccrual policy as of March 31, 2012.

John G. Stumpf Wells Fargo & Company April 17, 2012 Page 6

 Changes in Liability for Mortgage  Loan Repurchase Losses, page 43

 17. We note your presentation of the rollforward of  the liability for mortgage loan repurchase
losses for the past five quarters.  We also  note that you have consistently reported a
provision due to the change in  estimate for this liability ranging from a low of
$214 million during the quarter ended Marc h 31, 2011 to a high of $429 million during
the quarter ended December 31, 2010, and on aver age recorded a quarterly increase due
to a change in estimate in the amount of $336 million during the past nine quarters.
Based on your disclosures included here, a nd in your 2011 Form 10-K, it appears these
repurchase demands primarily relate to 2006 to 2008 vintages and to GSE-guaranteed
MBS.  We note your disclosure that the cha nge in estimate results from such factors as
credit deterioration, changes in investor demand and mortgage insurer practices, and
changes in the financial stability of corres pondent lenders.  In li ght of the relatively
consistent level of changes in estimate during the past nine quarters, please provide more
specific discussion and quantification of the f actors driving the change in estimate.  In
this regard, we note that total demands outst anding have decreased, as well as the fact
that your model factors in expected repur chase demands and so it is unclear what
specifically drove the change in estimate during the first quarter of 2012.  We also note
that per your sensitivity analysis provid ed on page 72 of your 2011 Form 10-K that it
would take greater than a 25 pe rcent change in your loss a ssumption, or greater than a 25
percent change in your repurchase assumption to drive a $368 million change in estimate.
To the extent that a 25 percent change in  assumption is not realistic, please provide
additional sensitivities/assumptions for your mortgage repurchase liability.   We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

John G. Stumpf Wells Fargo & Company April 17, 2012 Page 7

 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 J. Ciboroski
Stephanie J. Ciboroski Senior Assistant Chief Accountant