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February 11, 2010

VIA EDGAR AND ELECTRONIC MAIL

Kevin W. Vaughn

Accounting Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

Mail Stop 4720

Washington, D.C. 20549

    Re:

    Wells Fargo & Company

Form 8-K filed January 20, 2010

File No. 001-02979

Dear Mr. Vaughn:

In response to the comments by the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) contained in the Staff’s letter dated February 1, 2010, to Wells Fargo & Company
(“Wells Fargo” or the “Company”), we submit the following information. The Staff’s comments,
indicated in bold, are followed by Wells Fargo’s response.

Form 8-K filed January 20, 2010

    1.

    We note your disclosure on page 11 of your earnings release filed as part of Exhibit 99.1
that a primary driver of the increased allowance during the fourth quarter of 2009 was $100
million associated with additional life-of-loan losses for several commercial purchased
credit-impaired loans. Please clarify what is meant by additional “life-of-loan losses”. For
example, are you basing your best estimate of cash flow on events and circumstances that have
been incurred to date, or estimating cash flows based on other events that may occur in the
future. To the extent the latter is true, please clarify how your policy complies with the
guidance in paragraph 8 of SOP 03-3 (ASC 310-30).

Wells Fargo response:

As required by the guidance in ASC 310-30, we periodically evaluate our estimates of cash flows
expected to be collected on our purchased credit-impaired (PCI) loans. During the fourth quarter
of 2009, we estimated a decrease in cash flows expected to be collected on several commercial PCI
loans, primarily commercial real estate loans. As a result, we recorded an allowance in

Kevin W. Vaughn

February 11, 2010

Page 2

accordance with paragraph 35-10 of ASC 310-30 (formerly paragraph 8 of SOP 03-3). Cash flows
expected to be collected are estimated over the life of PCI loans, which contrasts with the
allowance methodology for non-PCI loans under ASC 450, Contingencies (formerly SFAS No. 5), which
uses an incurred loss model. Estimates of cash flows expected to be collected consider both current
information and future events, such as changes to economic factors and conditions including tenant
occupancy, lease rates, capitalization rates, deterioration of loan guarantors, and updated
appraisals, which provide the basis for the value at the time of foreclosure and/or sale of the
property. We refer to a reduction in our estimate of cash flows expected to be collected, as
“additional life-of-loan losses.”

    2.

    We note your disclosure on page 12 of your Quarterly Supplement furnished as Exhibit 99.2
that your loss rate of 2.71% was one of the “lowest in the industry” due to the legacy Wells
Fargo credit discipline, reduced risk in the Wachovia portfolio and a smaller percentage of
higher loss content portfolios. However, it would appear that a large factor is due to the
fact that the purchased credit-impaired loans are not charged-off and instead are accounted
for through the non-accretable difference established in purchase accounting, as you note on
other pages in your Quarterly Supplement. Please respond to the following:

    a.

    Tell us whether in calculating your loss rate of 2.71% you exclude the
purchased credit-impaired loans from your calculation of average loans to compensate
for the fact that these loans are not charged off consistently with other loans due to
the accounting applied in purchase accounting.

    b.

    Please consider expanding your explanation for the lower charge-off rate as
compared to the industry to explain that there is “reduced risk in the Wachovia
portfolio” due to the purchased credit-impaired accounting performed for the worst
performing Wachovia loans where losses are not charged-off consistent with the normal
loan portfolio and refer them to other pages where this is discussed in more detail.

Wells Fargo response:

The loss rate of 2.71% for fourth quarter 2009 was calculated and presented in accordance with
Guide III; that is, the ratio of net charge-offs during the period to average loans outstanding
during the period. Accordingly, purchased credit-impaired (PCI) loans are included insofar as
loans outstanding are included in the computation.

As the Staff observed, we have included disclosures throughout the Quarterly Supplement and our
filings that discuss the impact of the accounting for PCI loans on various credit-related metrics.
To the extent we include industry comparisons in future filings, and the impact of accounting for
PCI loans is material to those comparisons, we will include an explanation that there is reduced
risk in the Wachovia portfolio due to the accounting for PCI loans.

Kevin W. Vaughn

February 11, 2010

Page 3

    3.

    We note your disclosure on page 36 of your earnings release filed as part of Exhibit 99.1
that your allowance for loan losses as a percentage of nonaccrual loans has declined
substantially from 309% as of December 31, 2008 to 100% as of December 31, 2009. We also note
your disclosure on page 10 of your release where you discuss how the loss exposure expected in
nonperforming assets is significantly mitigated due to three factors. Tell us and expand your
disclosures in future filings to discuss the decline in this credit ratio, as well as
unfavorable changes in other ratios such as the net charge-off rate over the year, and how you
considered this information in determining the appropriate level of your allowance as of
December 31, 2009.

Wells Fargo response:

We employ a disciplined process and methodology to establish our Allowance for Loan Losses
(“Allowance”) each quarter. This process takes into consideration many factors, including
historical and forecasted loss trends, loan-level credit quality ratings and loan-grade specific
loss factors. The process involves difficult, subjective, and complex judgments. In addition, we
review several credit ratio trends, such as the ratio of the Allowance to nonaccrual loans and the
ratio of the Allowance to net charge-offs. These trends are not solely determinative of the
adequacy of the Allowance as we use several analytical tools in determining the adequacy of the
Allowance.

During 2009, certain credit ratios experienced negative trends. As we approach what we believe to
be the peak of this credit cycle, the reduced coverage of our Allowance as a percentage of our
nonaccrual loans, compared with the end of 2008, was both normal and expected. The decline in this
ratio also reflected the impact of purchase accounting, which virtually eliminated nonaccrual loans
acquired from Wachovia at December 31, 2008, causing the trend in this ratio to be less meaningful
or useful.

As the Staff has noted, the allowance for loan losses as a percentage of nonaccrual loans decreased
from 309% at December 31, 2008, to 100% at December 31, 2009. In addition to the impact of
purchase accounting referred to above, the decrease in coverage reflected some deterioration in the
underlying loan portfolio. In our earnings release we comment that the loss exposure expected in
nonperforming assets was mitigated by three factors. We included this information to indicate that
we do not expect that the full amount of nonperforming loans will result in loss that we would need
to reserve for in our Allowance.

Likewise, purchase accounting impacted the ratio of the Allowance to net loan charge-offs which was
268% for 2008, compared with 135% for 2009. The 2008 ratio primarily reflected the addition of
$8.7 billion to the Allowance from Wachovia, while 2008 net charge-offs did not include amounts
from Wachovia because the acquisition closed at year end.

While the decline in these coverage ratios was expected, it also aligns with our expectation that
we are approaching the peak in credit losses in each of our consumer and commercial portfolios.
The Allowance reflects management’s estimate of credit losses inherent in the loan portfolio
based on loss emergence periods of the respective loans, underlying economic and market

Kevin W. Vaughn

February 11, 2010

Page 4

conditions,
cash flow estimates of impaired loans, among other factors. We believe our nonaccrual loans have
been appropriately considered in our analysis, given estimated remaining loss content in such
loans, and that overall our loan portfolio is adequately reserved.

In future filings, including our 2009 Annual Report on Form 10-K, we anticipate including the
following disclosures in Management’s Discussion and Analysis:

    We employ a disciplined process and methodology to establish our Allowance for Loan Losses
(“Allowance”) each quarter. This process takes into consideration many factors, including
historical and forecasted loss trends, loan-level credit quality ratings and loan grade
specific loss factors. The process involves difficult, subjective, and complex judgments.
In addition, we review several credit ratio trends, such as the ratio of the Allowance to
nonaccrual loans and the ratio of the Allowance to net charge-offs. These trends are not
solely determinative of the adequacy of the Allowance as we use several analytical tools in
determining the adequacy of the Allowance.

    4.

    We note your disclosure on page five of your release filed as part of Exhibit 99.1 that you
established a $316 million increase in repurchase reserves, up from $146 million established
during the third quarter of 2009. Tell us and disclose in future filings how you establish
repurchase reserves for various representations and warranties that you have made to various
parties, including the GSE’s, monoline insurers and any private loan purchasers. Please ensure
your response addresses the following areas:

    a.

    Discuss the specific methodology to estimate the reserve related to various
representations and warranties, including a discussion of any differences in your
methodologies.

    b.

    Discuss the total level of reserves established related to these repurchase
requests and how and where they are classified in the financial statements.

    c.

    Discuss the level and type of repurchase requests you are receiving, and any
trends that have been identified, including your success rates in avoiding settling the
claim.

    d.

    Discuss your methods of settling the claims under the agreements. Specifically,
tell us whether you repurchase the loans outright from the counterparty or just make a
settlement payment to them. If the former, discuss any effects or trends on your
nonperforming loan statistics. If the latter, discuss any trends in terms of the
average settlement amount by loan type.

    e.

    Discuss the typical length of time of your repurchase obligation and any trends
you are seeing by loan vintage.

Kevin W. Vaughn

February 11, 2010

Page 5

Wells Fargo response to comments 4a — 4e:

See below our expected disclosure for inclusion in our 2009 Annual Report on Form 10-K.

    f.

    Discuss whether these reserves relate to any significant balance of Wachovia
legacy loans, and if so, whether there are any other accounting implications (i.e.
original SOP 03-3 loans).

Wells Fargo response:

Approximately 20% of reserves relate to loans originated by Wachovia prior to our acquisition of
Wachovia. There are no other accounting implications (i.e., original SOP 03-3 loans) associated
with such repurchase reserves.

*********************

In future filings, including our 2009 Annual Report on Form 10-K, we expect to include the
following disclosures in Management’s Discussion and Analysis:

We sell mortgage loans to various parties, including GSEs, under contractual provisions that
include various representations and warranties which typically cover ownership of the loan,
compliance with loan criteria set forth in the applicable agreement, validity of the lien
securing the loan, absence of delinquent taxes or liens against the property securing the
loan, and similar matters. We may be required to repurchase the mortgage loans with
identified defects, indemnify the investor or insurer, or reimburse the investor for credit
loss incurred on the loan (collectively “repurchase”) in the event of a material breach of
such contractual representations or warranties. On occasion, we may negotiate global
settlements in order to resolve a pipeline of demands in lieu of repurchasing the loans. We
manage the risk associated with potential repurchases or other forms of settlement through
our underwriting and quality assurance practices and by servicing mortgage loans to meet
investor and secondary market standards.

We establish mortgage repurchase reserves related to various representations and warranties
that reflect management’s estimate of losses based on a combination of factors. Such factors
incorporate estimated levels of defects based on internal quality assurance sampling,
default expectations, historical investor repurchase demand and appeals success rates (where
the investor rescinds the demand based on a cure of the defect or acknowledges that the loan
satisfies the investor’s applicable representations and warranties), reimbursement by
correspondent and other third party originators, and projected loss severity. We establish a
reserve at the time loans are sold and continually update our reserve estimate during their
life. The majority of repurchase demands occurs in the first 24 to 36 months following
origination of the mortgage loan and can vary by investor. Currently, repurchase demands
primarily relate to 2006 through 2008 vintages.

Kevin W. Vaughn

February 11, 2010

Page 6

During 2009 we experienced elevated levels of repurchase activity measured by number of
loans, investor repurchase demands and our level of repurchases. These trends accelerated
in the fourth quarter. We repurchased or otherwise settled mortgage loans with balances of
$1.3 billion in 2009, compared with $426 million in 2008. We incurred losses on repurchase
activity of $514 million in 2009, compared with $251 million in 2008. Our reserve for
repurchases, included in “Accrued expenses and other liabilities” in our consolidated
financial statements, was $1.033 billion at December 31, 2009, and $589 million at December
31, 2008. To the extent that repurchased loans are nonperforming, the loans are classified
as nonaccrual. Nonperforming loans included $275 million of repurchased loans at December
31, 2009, and $193 million at December 31, 2008.

Approximately three-fourths of our repurchases were government agency conforming loans from
Freddie Mac and Fannie Mae. The increase in repurchase and settlement activity during 2009
primarily related to weaker economic conditions as investors, predominantly GSEs, made
increased demands associated with higher levels of defaulted loans. Our appeals success
rate improved from 2008 to 2009 reflecting our enhanced and more timely loss mitigation
efforts. However, the annual loss increased year over year due to higher volumes. The
appeals success rate is one indicator of our future repurchase losses and may also be
affected by factors such as the quality of repurchase demands, the mix of reasons for the
demands, and investor repurchase demand strategies.

To the extent that economic conditions and the housing market do not recover or future
investor repurchase demand and appeals success rates differ from past experience, we could
continue to have increased demands and increased loss severity on repurchases, causing
future additions to the repurchase reserve. However, some of the underwriting standards that
were permitted by the GSEs for conforming loans in the 2006 through 2008 vintages, which
significantly contributed to recent levels of repurchase demands, were tightened starting in
mid to late 2008. Accordingly, we do not expect a similar level of repurchase requests from