WFC 10-K Annual Report Dec. 31, 2022 | Alphaminr
WELLS FARGO & COMPANY/MN
ALPHAMINR

WFC 10-K Fiscal year ended Dec. 31, 2022

Balance Sheet
Cash Flow
Income Statement
WELLS FARGO & COMPANY/MN
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspectionsnot ApplicableItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibit and Financial Statement SchedulesItem 16. Form 10-k Summarynot ApplicableItem 16. Form 10-k Summary

Exhibits

3(a) Restated Certificate of Incorporation, as amended and in effect on the date hereof. Incorporated by reference to Exhibit 3(a) to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2022. 3(b) By-Laws. Incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K filed March 1, 2018. 4(c) Description of Securities. Filed herewith. 10(a)* Wells Fargo & Company 2022Long-Term IncentivePlan. Incorporated by reference to Exhibit 10(a) to the Companys Current Report on Form 8-K filed April29, 2022. Long-Term Incentive Compensation Plan (as amended and restated on April 26, 2019). Incorporated by reference to Exhibit 10(b) to the Companys Current Report on Form 8-K filed April26, 2019. Long-Term Incentive Compensation Plan (as amended and restated on April 23, 2013), which includes Performance-Based Compensation Policy. Incorporated by reference to Exhibit 10(b) to the Companys Current Report on Form 8-K filed April26, 2013. Amendment to Long-Term Incentive Compensation Plan, effective January 1, 2016. Incorporated by reference to Exhibit 10(a) to the Companys Annual Report on Form 10-K for the year ended December 31, 2015. Long-Term Incentive Compensation Plan. Incorporated by reference to Exhibit 10(a) to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2009. For grants on or after January 24, 2023; Filed herewith. For grants to non-employee directors on or after January 1, 2023; Filed herewith. For grants on or after April 27, 2022; Incorporated by reference to Exhibit 10(c) to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2022. For grants on or after January 25, 2022; Incorporated by reference to Exhibit 10(a) to the Companys Annual Report on Form 10-K for the year ended December 31, 2021. For grants on or after January 26, 2021; Incorporated by reference to Exhibit 10(a) to the Companys Annual Report on Form 10-K for the year ended December 31, 2020. For grants on or after February 24, 2020; Incorporated by reference to Exhibit 10(a) to the Companys Annual Report on Form 10-K for the year ended December 31, 2019. For grants on or after February 26, 2019; Incorporated by reference to Exhibit 10(a) to the Companys Annual Report on Form 10-K for the year ended December 31, 2018. For grants on or after February 26, 2018; Incorporated by reference to Exhibit 10(a) to the Companys Annual Report on Form 10-K for the year ended December 31, 2017. For grants on or after February 28, 2017; Incorporated by reference to Exhibit 10(a) to the Companys Annual Report on Form 10-K for the year ended December 31, 2016. For grants on or after February 23, 2016; Incorporated by reference to Exhibit 10(a) to the Companys Annual Report on Form 10-K for the year ended December 31, 2015. For grants on or after February 24, 2015; and Incorporated by reference to Exhibit 10(a) to the Companys Annual Report on Form 10-K for the year ended December 31, 2014. For grants on or after February 26, 2013. Incorporated by reference to Exhibit 10(a) to the Companys Annual Report on Form 10-K for the year ended December 31, 2012. For grants on or after January 24, 2023; Filed herewith. For grants on or after April 27, 2022; Incorporated by reference to Exhibit 10(b) to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2022. For grants on or after January 25, 2022; Incorporated by reference to Exhibit 10(a) to the Companys Annual Report on Form 10-K for the year ended December 31, 2021. For grants on or after January 26, 2021; Incorporated by reference to Exhibit 10(a) to the Companys Annual Report on Form 10-K for the year ended December 31, 2020. For grants on or after February 24, 2020; Incorporated by reference to Exhibit 10(a) to the Companys Annual Report on Form 10-K for the year ended December 31, 2019. Restricted Share Rights Award Agreement for grant to Charles W. Scharf on October 21, 2019; Incorporated by reference to Exhibit 10(a) to the Companys Current Report on Form 8-K filed October 25, 2019. For grants on or after April 7, 2019; Incorporated by reference to Exhibit 10(a) to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2019. For grants on or after February 26, 2019; Incorporated by reference to Exhibit 10(a) to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2019. For grants on or after December 14, 2017; Incorporated by reference to Exhibit 10(a) to the Companys Annual Report on Form 10-K for the year ended December 31, 2017. For grants on or after February 28, 2017; Incorporated by reference to Exhibit 10(a) to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2017. For grants on or after February 23, 2016; Incorporated by reference to Exhibit 10(a) to the Companys Annual Report on Form 10-K for the year ended December 31, 2015. For grants on or after February 24, 2015;and Incorporated by reference to Exhibit 10(a) to the Companys Annual Report on Form 10-K for the year ended December 31, 2014. For grants on or after February 26, 2013. Incorporated by reference to Exhibit 10(a) to the Companys Annual Report on Form 10-K for the year ended December 31, 2012. Form of Non-Qualified Stock Option Agreement. Incorporated by reference to Exhibit 10(b) to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2013. 10(b)* Wells Fargo Bonus Plan, as amended effective January 1, 2023. Filed herewith. Wells Fargo Bonus Plan, as amended effective January 1,2022. Incorporated by reference to Exhibit 10(b) to the Companys Annual Report on Form 10-K for the year ended December 31, 2021. 10(c)* Deferred Compensation Plan, as amended and restated effective October 8, 2020. Incorporated by reference to Exhibit 10(c) to the Companys Annual Report on Form 10-K for the year ended December 31, 2020. Deferred Compensation Plan, as amended effective January 1, 2008. Incorporated by reference to Exhibit 10(f) to the Companys Annual Report on Form 10-K for the year ended December 31, 2009. Amendment to Deferred Compensation Plan, effective January 1, 2022. Incorporated by reference to Exhibit 10(a) to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2022. Amendment to Deferred Compensation Plan, effective January 1, 2021. Incorporated by reference to Exhibit 10(c) to the Companys Annual Report on Form 10-K for the year ended December 31, 2020. Amendment to Deferred Compensation Plan, effective December31, 2018. Incorporated by reference to Exhibit 10(c) to the Companys Annual Report on Form 10-K for the year ended December 31, 2018. Amendment to Deferred Compensation Plan, effective July 1, 2017. Incorporated by reference to Exhibit 10(c) to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2017. Amendment to Deferred Compensation Plan, effective January 1, 2017. Incorporated by reference to Exhibit 10(d) to the Companys Annual Report on Form 10-K for the year ended December 31, 2016. Amendments to Deferred Compensation Plan, effective August 1, 2016 and January 1, 2017. Incorporated by reference to Exhibit 10(a) to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2016. Amendment to Deferred Compensation Plan, effective January 1, 2016. Incorporated by reference to Exhibit 10(e) to the Companys Annual Report on Form 10-K for the year ended December 31, 2015. Amendment to Deferred Compensation Plan, effective January 1, 2015. Incorporated by reference to Exhibit 10(a) to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2014. Amendment to Deferred Compensation Plan, effective January 1, 2013. Incorporated by reference to Exhibit 10(e) to the Companys Annual Report on Form 10-K for the year ended December 31, 2012. Amendment to Deferred Compensation Plan, effective January 1, 2011. Incorporated by reference to Exhibit 10(a) to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2011. Amendment to Deferred Compensation Plan, effective December1, 2009. Incorporated by reference to Exhibit 10(f) to the Companys Annual Report on Form 10-K for the year ended December 31, 2009. 10(d)* Directors Stock Compensation and Deferral Plan. Incorporated by reference to Exhibit 10(f) to the Companys Annual Report on Form 10-K for the year ended December 31, 2007. Amendment to Directors Stock Compensation and Deferral Plan, effective April 1, 2013. Incorporated by reference to Exhibit 10(a) to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2013. Amendment to Directors Stock Compensation and Deferral Plan, effective January 1, 2013. Incorporated by reference to Exhibit 10(a) to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2013. Amendment to Directors Stock Compensation and Deferral Plan, effective January 24, 2012. Incorporated by reference to Exhibit 10(f) to the Companys Annual Report on Form 10-K for the year ended December 31, 2011. Amendment to Directors Stock Compensation and Deferral Plan, effective January 25, 2011. Incorporated by reference to Exhibit 10(d) to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2011. Amendment to Directors Stock Compensation and Deferral Plan, effective February 24, 2009. Incorporated by reference to Exhibit 10(a) to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2009. Amendments to Directors Stock Compensation andDeferral Plan, effective September 23, 2008. Incorporated by reference to Exhibit 10(a) to the Companys Quarterly Report on Form 10-Q for the quarter ended September30, 2008. Amendment to Directors Stock Compensation andDeferral Plan, effective January 22, 2008. Incorporated by reference to Exhibit 10(f) to the Companys Annual Report on Form 10-K for the year ended December 31, 2007. Action of Governance and Nominating Committee Increasing Amount of Formula Stock and Option Awards Under Directors Stock Compensation and Deferral Plan, effective January1,2007. Incorporated by reference to Exhibit 10(f) to the Companys Annual Report on Form 10-K for the year ended December 31, 2006. Form of Non-Qualified Stock Option Agreement for grants to directors on or before April 29, 2008. Incorporated by reference to Exhibit 10(b) to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2013. Amendment to Deferral Plan, effective January1,2004. Incorporated by reference to Exhibit 10(d) to the Companys Quarterly Report on Form 10-Q for the quarter ended September30, 2003. 10(f)* Supplemental 401(k) Plan. Incorporated by reference to Exhibit 10(c) to the Companys Current Report on Form 8-K filed May4, 2009. Amendment to Supplemental 401(k) Plan, effective January 1, 2022. Incorporated by reference to Exhibit 10(b) to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2022. Amendment to Supplemental 401(k) Plan, effective January 1, 2021. Incorporated by reference to Exhibit 10(f) to the Companys Annual Report on Form 10-K for the year ended December 31, 2020. Amendment to Supplemental 401(k) Plan, effective January 1, 2020. Incorporated by reference to Exhibit 10(b) to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2020. Amendment to Supplemental 401(k) Plan, effective December 31, 2018. Incorporated by reference to Exhibit 10(i) to the Companys Annual Report on Form 10-K for the year ended December 31, 2018. Amendment to Supplemental 401(k) Plan, effective July 1, 2017. Incorporated by reference to Exhibit 10(d) to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2017. Amendment to Supplemental 401(k) Plan, effective January1,2015. Incorporated by reference to Exhibit 10(b) to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2014. 10(g)* Supplemental Cash Balance Plan. Incorporated by reference to Exhibit 10(b) to the Companys Current Report on Form 8-K filed May4, 2009. Amendment to Supplemental Cash Balance Plan, effective January 1, 2022. Incorporated by reference to Exhibit 10(c) to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2022. Amendment to Supplemental Cash Balance Plan, effective January 1, 2020. Incorporated by reference to Exhibit 10(c) to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2020. Amendment to Supplemental Cash Balance Plan, effective February 1, 2019. Incorporated by reference to Exhibit 10(j) to the Companys Annual Report on Form 10-K for the year ended December 31, 2018. Amendment to Supplemental Cash Balance Plan, effective December 31, 2018. Incorporated by reference to Exhibit 10(h) to the Companys Annual Report on Form 10-K for the year ended December 31, 2019. Amendment to Supplemental Cash Balance Plan, effective July 1, 2017. Incorporated by reference to Exhibit 10(e) to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2017. 10(i)* Description of Relocation Program. Incorporated by reference to Exhibit 10(y) to the Companys Annual Report on Form 10-K for the year ended December31,2003. 10(j)* Description of Chairman/CEO Post-Retirement Policy. Incorporated by reference to Exhibit 10(w) to the Companys Annual Report on Form 10-K for the year ended December 31, 2008. 10(k)* Description of the Companys Non-Employee DirectorCompensation Program, effectiveApril1,2022. Incorporated by reference to Exhibit 10(f) to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2022. 10(l)* Description of Wells Fargo Bank, N.A.Non-EmployeeDirector Compensation Program, effectiveApril1,2022. Incorporated by reference to Exhibit 10(g) to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2022. 10(m)* Amended and Restated Wachovia Corporation Elective Deferral Plan (as amended and restated effective January 1, 2009). Incorporated by reference to Exhibit (10)(a) to Wachovia Corporations Current Report on Form 8-K filed December 29, 2008. Amendment to Wachovia Corporation Elective Deferral Plan, effective January 1, 2022. Incorporated by reference to Exhibit 10(d) to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2022. Amendment to Elective DeferralPlan, effective January 1, 2020. Incorporated by reference to Exhibit 10(m) to the Companys Annual Report on Form 10-K for the year ended December 31, 2021. Amendment to Elective DeferralPlan, effective December 31, 2018. Incorporated by reference to Exhibit 10(m) to the Companys Annual Report on Form 10-K for the year ended December 31, 2021. Amendment to Elective DeferralPlan, effective July 1, 2017. Incorporated by reference to Exhibit 10(m) to the Companys Annual Report on Form 10-K for the year ended December 31, 2021. Amendment to Elective DeferralPlan, effective August 1, 2016. Incorporated by reference to Exhibit 10(m) to the Companys Annual Report on Form 10-K for the year ended December 31, 2021. Amendment to Elective DeferralPlan, effective June 21, 2013. Incorporated by reference to Exhibit 10(m) to the Companys Annual Report on Form 10-K for the year ended December 31, 2021. Amendment to Elective DeferralPlan, effective December 14, 2012. Incorporated by reference to Exhibit 10(m) to the Companys Annual Report on Form 10-K for the year ended December 31, 2021. 10(o)* Wachovia Corporation Supplemental Executive Long-Term Disability Plan, as amended and restated. Incorporated by reference to Exhibit (99) to Wachovia CorporationsCurrent Report on Form 8-K filed January 5, 2005. 10(p)* Amended and Restated Wachovia Corporation Savings Restoration Plan. Incorporated by reference to Exhibit 10(b) to Wachovia Corporations Current Report on Form 8-K filed December 29, 2008. Wachovia Corporation Savings Restoration Plan. Incorporated by reference to Exhibit 10(gg) to WachoviaCorporations Annual Report on Form 10-K for the year ended December31,2002. Amendment to Wachovia Corporation Savings Restoration Plan, effective January 1, 2022. Incorporated by reference to Exhibit 10(e) to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2022. Amendment to Wachovia Corporation Savings Restoration Plan, effective January 1, 2020. Incorporated by reference to Exhibit 10(a) to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2020. Amendment to Wachovia Corporation Savings Restoration Plan, effective December 31, 2018. Incorporated by reference to Exhibit 10(s) to the Companys Annual Report on Form 10-K for the year ended December 31, 2018. Amendment to Wachovia Corporation Savings Restoration Plan, effective July 1, 2017. Incorporated by reference to Exhibit 10(f) to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2017. Amendments to Wachovia Corporation Savings Restoration Plan, effective August 1, 2016. Incorporated by reference to Exhibit 10(b) to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2016. Amendment 2008-1 to Wachovia Corporation Savings Restoration Plan. Incorporated by reference to Exhibit 10(c) to Wachovia CorporationsCurrent Report on Form 8-K filed December 29, 2008. Amendment 2007-1 to Wachovia Corporation Savings Restoration Plan. Incorporated by reference to Exhibit 10(b) to WachoviaCorporations Current Report on Form 8-K filed December 20, 2007. 10(q)* Amended and Restated SouthTrust Corporation Additional Retirement Benefit Plan (Pension) effective July 15, 1992, Addendum thereto dated April 20, 1994, and Amendment 2008-1 thereto dated December 29, 2008. Incorporated by reference to Exhibit 10(bb) to the Companys Annual Report on Form 10-K for the year ended December 31, 2014. 10(r)* Key/Specified Employee Policy. Incorporated by reference to Exhibit 10(v) to the Companys Annual Report on Form 10-K for the year ended December 31, 2018. 10(s)* Offer Letter to Charles W. Scharf, dated September 26, 2019. Incorporated by reference to Exhibit 10(a) to the Companys Current Report on Form 8-K filed September 27, 2019. 13 2022 Annual Report to Shareholders. Filed herewith. 21 Subsidiaries of the Company. Filed herewith. 22 Subsidiary guarantors and issuers of guaranteed securities and affiliates whose securities collateralize securities of the registrant. Incorporated by reference to Exhibit 22 to the Companys Annual Report on Form 10-K for the year ended December 31, 2020. 23 Consent of Independent Registered Public Accounting Firm. Filed herewith. 24 Powers of Attorney. Filed herewith. 31(a) Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith. 31(b) Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith. 32(a) Certification of Periodic Financial Report by Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and 18U.S.C. 1350. Furnished herewith. 32(b) Certification of Periodic Financial Report by Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and 18U.S.C. 1350. Furnished herewith. 99 Description of Replacement Capital Covenants of Wells Fargo and Wachovia. Filed herewith.