SEC Comment Letter 0000000000-23-006411 to WELLS FARGO & COMPANY/MN (WFC)
WELLS FARGO & COMPANY/MN
Date: June 14, 2023 · CIK: 0000072971 · Accession: 0000000000-23-006411
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File numbers found in text: 001-02979
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United States securities and exchange commission logo
June 14, 2023
Michael Santomassimo
Chief Financial Officer
Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94104
Re:Wells Fargo & Company
Form 10-K for Fiscal Year Ended December 31, 2022
File No. 001-02979
Dear Michael Santomassimo:
We have reviewed your filing and have the following comment. In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2022
Exhibit 13
Earnings Performance, page 7
1.We note you have recognized charges presented as “Operating Losses” in your
Consolidated Statement of Income of $7.0 billion, $1.6 billion and $3.5 billion for the
years ended December 31, 2022, 2021, and 2020, respectively. We further note disclosure
on page 172 that this item included expenses primarily related to a variety of historical
matters, including litigation, regulatory, and customer remediation. We also note
disclosure related to your consent orders with regulatory bodies, customer remediation
activities and legal actions throughout your filing. Please tell us and consider revising
future filings to provide greater transparency around the variability of your operating
losses recorded for each period presented, which separately discusses the liabilities
recorded for new matters, additional liabilities recorded for existing matters, and
reductions due to payments or reversals to allow an investor to better understand the
impact on your financial condition, cash flows and results of operations. Refer to Item
303(a)(3) of Regulation S-K.
FirstName LastNameMichael Santomassimo
Comapany NameWells Fargo & Company
June 14, 2023 Page 2
FirstName LastName
Michael Santomassimo
Wells Fargo & Company
June 14, 2023
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact at John Spitz at (202) 551-3484 or Amit Pande at (202) 551-3423 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Finance