Wells Fargo, HSBC Among Banks Sued Over Subprime Securities

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COMPANY DATA:
COMPANY CONFORMED NAME: WELLS FARGO & COMPANY/MN
CENTRAL INDEX KEY: 0000072971
STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021]
IRS NUMBER: 410449260
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231

BUSINESS ADDRESS:
STREET 1: 420 MONTGOMERY STREET
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94163
BUSINESS PHONE: 6126671234

MAIL ADDRESS:
STREET 1: 420 MONTGOMERY STREET
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94163

FORMER COMPANY:
FORMER CONFORMED NAME: WELLS FARGO & CO/MN
DATE OF NAME CHANGE: 19981103

FORMER COMPANY:
FORMER CONFORMED NAME: NORWEST CORP
DATE OF NAME CHANGE: 19920703

FORMER COMPANY:
FORMER CONFORMED NAME: NORTHWEST BANCORPORATION
DATE OF NAME CHANGE: 19830516

REPORTING-OWNER:

OWNER DATA:
COMPANY CONFORMED NAME: Pelos Petros G
CENTRAL INDEX KEY: 0001689421

FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-02979
FILM NUMBER: 161980668

MAIL ADDRESS:
STREET 1: 420 MONTGOMERY STREET
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104

https://www.sec.gov/Archives/edgar/data/72971/000112760216066361/0001127602-16-066361.txt
 

WELLS FARGO & COMPANY (1120754) as of 12/31/2016
Hierarchy report with the following institution types: HMDA Reporters
3 record(s) with 3 unique institution(s) found. < Previous Page Next >
Seq Num Name (RSSD ID) Parent Seq Num City State / Country Entity Type
1 WELLS FARGO & COMPANY (1120754) SAN FRANCISCO CA Financial Holding Company - Domestic
2 -WFC HOLDINGS CORPORATION (2741679) 1 SAN FRANCISCO CA Bank Holding Company
3 --* WELLS FARGO BANK, NATIONAL ASSOCIATION (451965), (0000451965 WELLS FARGO BK NA) 2 SIOUX FALLS SD National Bank
Page 1 of 1
* Institutions Matching Selection Rule
+ For purposes of Regulation Y, the top-tier reporter's ownership level in this banking organization does not meet the definition of "control"; however, the ownership level does meet the FR Y-10 reportability criteria as this banking relationship is regulated by the Federal Reserve.
^ Although this relationship is not governed by U.S. banking statutes, it is included because it is of interest to the Federal Reserve.
https://www.ffiec.gov/nicpubweb/nicweb/OrgHierarchySearchForm.aspx?parID_RSSD=4849672&parDT_END=20161122

Wells Fargo, HSBC Among Banks Sued Over Subprime Securities
By Bob Van Voris Dec 26, 2014 3:49 PM CT

Wells Fargo & Co. (WFC), HSBC Holdings Plc (HSBA), Bank of New York Mellon Corp. (BK) and Deutsche Bank AG (DBK) were sued by an Irish securities firm that claims the banks failed to protect investors in their role as trustees of securities backed by home loans that defaulted after the 2008 credit crisis.

Phoenix Light SF Ltd. accused the banks, in complaints filed yesterday in Manhattan federal court, of failing to safeguard the interests of investors as required by their contracts. The securities were sold from 2005 to 2007.

Phoenix Light and related investors sued Deutsche Bank over 21 securitization trusts on which they claimed $183 million in losses. BNY Mellon was sued over 27 offerings for claimed damages of $269 million. Wells Fargo was sued for $237 million in losses on 12 securitizations and HSBC for $170 million on 11 securitizations.

The suits are part of a move by investors to target trustees of mortgage securities over their role in the crisis. Trustees have been sued by the National Credit Union Administration and by other investors, including hedge funds.

Kevin Friedlander, a spokesman for San Francisco-based Wells Fargo, declined to comment on the allegations. Neil Brazil, a spokesman for London-based HSBC, had no immediate comment. Kevin Heine, a spokesman for New York-based BNY Mellon, didn’t immediately respond to a voice-mail message seeking comment.

Ari Cohen, a Deutsche Bank spokesman, said the claims were without merit and the bank would defend against them.

The cases are Phoenix Light SF Ltd. v. HSBC Bank USA, 14-cv-10101; Phoenix Light SF Ltd. v. Wells Fargo Bank N.A., 14-cv-10102; Phoenix Light SF Ltd. v. Deutsche Bank National Trust Co., 14-cv-10103; Phoenix Light SF Ltd. v. Bank of New York Mellon Corp., 14-cv-10104; U.S. District Court, Southern District of New York (Manhattan).

To contact the reporter on this story: Bob Van Voris in federal court in Manhattan at rvanvoris@bloomberg.net

To contact the editors responsible for this story: Michael Hytha at mhytha@bloomberg.net Peter Blumberg, Joe Schneider 

http://www.bloomberg.com/news/2014-12-24/wells-fargo-hsbc-bny-sued-over-mortgage-backed-securities.html

HSBC USA INC. Sale of Minority Stake in Wells Fargo HSBC Trade Bank, N.A.
19 February 2010
Sale of Minority Stake in Wells Fargo HSBC Trade Bank, N.A.
HSBC USA Inc. (‘HSBC’) has sold its interest in Wells Fargo HSBC Trade Bank, N.A. (‘Trade Bank’), consisting of 20 per cent of the Trade Bank’s common stock and 100 per cent of its non-voting preferred stock, to WFC Holdings Corporation (‘Wells Fargo’) for US$171 million in cash.
The Trade Bank, formed by Wells Fargo and HSBC in 1995, provides trade finance services to middle market companies in 18 U.S. states located west of the Mississippi River. Following this sale, HSBC intends to expand further its full suite of commercial banking services, including Trade and Supply Chain services, in these 18 states.
http://www.us.hsbc.com/1/2/home/about/press-room/2010/news_02192010_wells_fargo

HSBC Holdings plc is a British multinational banking and financial services company headquartered in London, United Kingdom. It is the world's second largest bank.

It was founded in London in 1991 by the Hongkong and Shanghai Banking Corporation to act as a new group holding company.

The origins of the bank lie in Hong Kong and Shanghai, where branches were first opened in 1865.

The HSBC name is derived from the initials of the Hongkong and Shanghai Banking Corporation. As such, the company refers to both the United Kingdom and Hong Kong as its "home markets".

HSBC has a dual primary listing on the Hong Kong Stock Exchange and London Stock Exchange and is a constituent of the Hang Seng Index and the FTSE 100 Index

WELLS FARGO & COMPANY/MN (0000072971)
SIC: 6021 - National Commercial Banks
State location: CA | State of Inc.: DE | Fiscal Year End: 1231
formerly: NORWEST CORP (until 1998-10-21)
formerly: WELLS FARGO & CO/MN (until 2012-04-10)
Business Address
420 MONTGOMERY STREET
SAN FRANCISCO CA 94163
6126671234
Mailing Address
420 MONTGOMERY STREET
SAN FRANCISCO CA 94163
Ownership Reports from: (Click on owner name to see other issuer holdings for the owner, or CIK for owner filings.)

Owner Filings Transaction Date Type of Owner
Pelos Petros G 0001689421 2017-06-12 officer: Sr. Executive Vice President
Mack Mary T 0001689162 2017-06-08 officer: Sr. Executive Vice President
Hardison Hope A. 0001608010 2017-05-16 officer: Sr. Executive Vice President
SARGENT RONALD 0001180656 2017-05-05 director
Shrewsberry John R. 0001608198 2017-04-28 officer: Senior Executive VP & CFO
HERNANDEZ ENRIQUE JR 0001042343 2017-04-25 director
CHEN JOHN S 0001082030 2017-04-25 director
SWENSON SUSAN 0001112671 2017-04-25 director
MILLIGAN CYNTHIA 0001164401 2017-04-25 director
PENA  FEDERICO F 0001166862 2017-04-25 director
JAMES DONALD M 0001188417 2017-04-25 director
BAKER JOHN D II 0001190089 2017-04-25 director
SANGER STEPHEN W 0001204994 2017-04-25 director
Dean Lloyd H 0001332215 2017-04-25 director
Peetz Karen B 0001343152 2017-04-25 director
Quigley James H. 0001554331 2017-04-25 director
Vautrinot Suzanne M 0001589791 2017-04-25 director
Duke Elizabeth A 0001628509 2017-04-25 director
Codel Franklin R 0001689118 2017-04-19 officer: Sr. Executive Vice President
ENGEL SUSAN E 0001217310 2017-04-17 director
SLOAN TIMOTHY J 0001502510 2017-04-17 director, officer: CEO & President
BUFFETT WARREN E 0000315090 2017-04-10 10 percent owner
BERKSHIRE HATHAWAY INC 0001067983 2017-04-10 10 percent owner
Parker C. Allen 0001702786 2017-03-27 officer: Sr. Executive Vice President
Modjtabai Avid 0001331834 2017-03-23 officer: Sr. Executive Vice President
CARROLL DAVID M  0001232064 2017-03-22 officer: Senior Exec. Vice President
Loughlin Michael J 0001360758 2017-03-21 officer: Sr. Executive Vice President
LEVY RICHARD 0001201666 2017-03-15 officer: Executive VP & Controller
STROTHER JAMES M 0001274257 2017-03-15 officer: Sr. Executive Vice President
STUMPF JOHN G 0001201258 2016-12-31 director, officer: Former Chairman & CEO
TOLSTEDT CARRIE L 0001201261 2016-07-28 officer: Sr. Executive Vice President
Chao Elaine L. 0001474863 2016-04-26 director
RUNSTAD JUDITH M 0001180477 2016-04-20 director
Rhein Kevin A 0001452637 2016-03-01 officer: Sr. Executive Vice President
HEID MICHAEL J 0001527028 2015-12-31 officer: Executive Vice President
CALLAHAN PATRICIA R 0001201222 2015-08-28 officer: Senior Executive VP
HOYT DAVID A 0001201226 2014-12-31 officer: Sr. Executive Vice President
Richardson Howard V 0001565075 2013-04-23 director
QUIGLEY PHILIP 0001121357 2013-04-19 director
MOORE NICHOLAS G 0001216923 2013-04-01 director
OMAN MARK C 0001201248 2011-12-01 officer: Sr. Executive Vice President
MCDONALD MACKEY J 0001049371 2011-05-03 director
MCCORMICK RICHARD D 0001017985 2011-04-01 director
ATKINS HOWARD I 0001201221 2010-12-31 officer: Senior Executive VP & CFO
Steel Robert King 0001439980 2010-04-27 director
KOVACEVICH RICHARD M 0001203468 2009-12-31 director, officer: Chairman
White Julie M 0001404090 2009-11-30 officer: Executive Vice President
JOSS ROBERT L 0001201271 2009-06-25 director
RICE DONALD B 0001183516 2009-04-28 director
WRIGHT MICHAEL W 0001012981 2009-04-01 director
MUNIO DAVID J 0001201241 2006-03-03 officer: Executive Vice President
KING REATHA C 0001199895 2006-03-01 director
EDWARDS WEBB 0001201664 2005-12-14 officer: Executive Vice President
BLANCHARD JOHN A III 0001201268 2005-04-26 director
MONTOYA BENJAMIN F 0001042966 2004-03-01 director
STROUP STANLEY S 0001201253 2003-12-12 officer: Executive Vice President


Items 1 - 80

The information presented below contains only portions of the information presented in the referenced filing or filings.
You should consult the original filing for complete information. Hyperlinks to the forms are provided for your convenience.

Acquistion or Disposition Transaction Date Deemed Execution Date Reporting Owner Form Transaction Type Direct or Indirect Ownership Number of Securities Transacted Number of Securities Owned Line Number Owner CIK Security Name
D 2017-06-12 Pelos Petros G 4 S-Sale --D 24708.0000 0.0000 1 0001689421 Common Stock, $1 2/3 Par Value
D 2017-06-09 CARROLL DAVID M 4 S-Sale --I 27582.0000 338161.0000 3 0001232064 Common Stock, $1 2/3 Par Value
D 2017-06-08 Mack Mary T 4 S-Sale --D 38988.0000 0.0000 1 0001689162 Common Stock, $1 2/3 Par Value
D 2017-06-08 Shrewsberry John R. 4 M-Exempt --D 92230.0000 0.0000 5 0001608198 Employee Stock Purchase Option
D 2017-06-08 Shrewsberry John R. 4 F-InKind --D 74473.0000 17757.0000 3 0001608198 Common Stock, $1 2/3 Par Value
A 2017-06-08 Shrewsberry John R. 4 M-Exempt --D 92230.0000 92230.0000 2 0001608198 Common Stock, $1 2/3 Par Value
D 2017-06-07 Hardison Hope A. 4 S-Sale --I 20000.0000 100831.0000 4 0001608010 Common Stock, $1 2/3 Par Value
D 2017-06-07 Hardison Hope A. 4 G-Gift -EI 2000.0000 120831.0000 3 0001608010 Common Stock, $1 2/3 Par Value
A 2017-06-06 Mack Mary T 4 I-Discretionary --I 27135.0800 30754.8097 1 0001689162 Common Stock, $1 2/3 Par Value
D 2017-06-02 Loughlin Michael J 4 G-Gift -EI 3000.0000 272963.1790 4 0001360758 Common Stock, $1 2/3 Par Value
D 2017-06-01 Loughlin Michael J 4 S-Sale --I 20000.0000 275963.1790 3 0001360758 Common Stock, $1 2/3 Par Value
A 2017-05-16 Hardison Hope A. 4 G-Gift -EI 13258.0000 122831.0000 2 0001608010 Common Stock, $1 2/3 Par Value
D 2017-05-16 Hardison Hope A. 4 G-Gift -ED 13258.0000 109.4080 1 0001608010 Common Stock, $1 2/3 Par Value
A 2017-05-05 SARGENT RONALD 4 P-Purchase --I 9050.0000 9050.0000 1 0001180656 Common Stock, $1 2/3 Par Value
D 2017-04-28 Shrewsberry John R. 4 G-Gift -EI 4876.0000 313285.0000 1 0001608198 Common Stock, $1 2/3 Par Value
D 2017-04-28 Hardison Hope A. 4 M-Exempt --D 20000.0000 0.0000 12 0001608010 Employee Stock Purchase Option
D 2017-04-28 Hardison Hope A. 4 M-Exempt --D 9170.0000 0.0000 11 0001608010 Employee Stock Purchase Option
D 2017-04-28 Hardison Hope A. 4 M-Exempt --D 18450.0000 0.0000 10 0001608010 Employee Stock Purchase Option
D 2017-04-28 Hardison Hope A. 4 F-InKind --D 12753.0000 13367.4080 8 0001608010 Common Stock, $1 2/3 Par Value
A 2017-04-28 Hardison Hope A. 4 M-Exempt --D 20000.0000 26120.4080 7 0001608010 Common Stock, $1 2/3 Par Value
D 2017-04-28 Hardison Hope A. 4 F-InKind --D 6837.0000 6120.4080 6 0001608010 Common Stock, $1 2/3 Par Value
A 2017-04-28 Hardison Hope A. 4 M-Exempt --D 9170.0000 12957.4080 5 0001608010 Common Stock, $1 2/3 Par Value
D 2017-04-28 Hardison Hope A. 4 F-InKind --D 14772.0000 3787.4080 4 0001608010 Common Stock, $1 2/3 Par Value
A 2017-04-28 Hardison Hope A. 4 M-Exempt --D 18450.0000 18559.4080 3 0001608010 Common Stock, $1 2/3 Par Value
D 2017-04-28 Modjtabai Avid 4 S-Sale --I 100000.0000 389824.0000 3 0001331834 Common Stock, $1 2/3 Par Value
A 2017-04-25 Vautrinot Suzanne M 4 A-Award --D 3300.0000 11139.6119 2 0001589791 Phantom Stock Units
A 2017-04-25 SWENSON SUSAN 4 A-Award --D 3300.0000 104954.0000 1 0001112671 Common Stock, $1 2/3 Par Value
A 2017-04-25 SARGENT RONALD 4 A-Award --D 3234.0000 4248.1804 2 0001180656 Phantom Stock Units
A 2017-04-25 SARGENT RONALD 4 A-Award --D 66.0000 81.0000 1 0001180656 Common Stock, $1 2/3 Par Value
A 2017-04-25 SANGER STEPHEN W 4 A-Award --D 3300.0000 122372.9670 3 0001204994 Phantom Stock Units
A 2017-04-25 Quigley James H. 4 A-Award --D 3300.0000 16133.9879 2 0001554331 Phantom Stock Units
A 2017-04-25 PENA FEDERICO F 4 A-Award --D 3300.0000 26366.0000 1 0001166862 Common Stock, $1 2/3 Par Value
A 2017-04-25 Peetz Karen B 4 A-Award --D 3234.0000 3992.0000 2 0001343152 Phantom Stock Units
A 2017-04-25 Peetz Karen B 4 A-Award --D 66.0000 339.0000 1 0001343152 Common Stock, $1 2/3 Par Value
A 2017-04-25 MILLIGAN CYNTHIA 4 A-Award --D 3300.0000 91040.7940 1 0001164401 Common Stock, $1 2/3 Par Value
A 2017-04-25 JAMES DONALD M 4 A-Award --D 3300.0000 76360.8461 2 0001188417 Phantom Stock Units
A 2017-04-25 HERNANDEZ ENRIQUE JR 4 A-Award --D 3300.0000 37622.0000 1 0001042343 Common Stock, $1 2/3 Par Value
A 2017-04-25 Duke Elizabeth A 4 A-Award --D 1650.0000 7635.7230 3 0001628509 Phantom Stock Units
A 2017-04-25 Duke Elizabeth A 4 A-Award --D 1650.0000 1750.0000 1 0001628509 Common Stock, $1 2/3 Par Value
A 2017-04-25 Dean Lloyd H 4 A-Award --D 3300.0000 26481.0367 4 0001332215 Phantom Stock Units
A 2017-04-25 CHEN JOHN S 4 A-Award --D 3300.0000 15888.9004 3 0001082030 Phantom Stock Units
A 2017-04-25 BAKER JOHN D II 4 A-Award --D 3300.0000 81671.3214 5 0001190089 Phantom Stock Units
D 2017-04-19 Shrewsberry John R. 4 D-Return --D 0.3087 18508.7467 6 0001608198 Phantom Stock Units
D 2017-04-19 Pelos Petros G 4 D-Return --D 1.0548 60289.1918 3 0001689421 Phantom Stock Units
D 2017-04-19 Codel Franklin R 4 D-Return --D 0.3630 18452.3046 4 0001689118 Phantom Stock Units
D 2017-04-18 SANGER STEPHEN W 4 M-Exempt --D 7394.0000 0.0000 4 0001204994 Director Stock Purchase Option
D 2017-04-18 SANGER STEPHEN W 4 F-InKind --D 5043.0000 2451.0000 2 0001204994 Common Stock, $1 2/3 Par Value
A 2017-04-18 SANGER STEPHEN W 4 M-Exempt --D 7394.0000 7494.0000 1 0001204994 Common Stock, $1 2/3 Par Value
D 2017-04-18 Dean Lloyd H 4 M-Exempt --D 7394.0000 0.0000 5 0001332215 Director Stock Purchase Option
D 2017-04-18 Dean Lloyd H 4 F-InKind --D 5043.0000 8060.1620 2 0001332215 Common Stock, $1 2/3 Par Value
A 2017-04-18 Dean Lloyd H 4 M-Exempt --D 7394.0000 13103.1620 1 0001332215 Common Stock, $1 2/3 Par Value
A 2017-04-17 Pelos Petros G 4 I-Discretionary --D 9557.0852 60290.4790 3 0001689421 Phantom Stock Units
D 2017-04-17 ENGEL SUSAN E 4 M-Exempt --D 7394.0000 0.0000 3 0001217310 Director Stock Purchase Option
D 2017-04-17 ENGEL SUSAN E 4 F-InKind --D 5018.0000 25081.0000 2 0001217310 Common Stock, $1 2/3 Par Value
A 2017-04-17 ENGEL SUSAN E 4 M-Exempt --D 7394.0000 30099.0000 1 0001217310 Common Stock, $1 2/3 Par Value
A 2017-04-17 SANGER STEPHEN W 4 P-Purchase --I 58342.0000 79834.0000 1 0001204994 Common Stock, $1 2/3 Par Value
A 2017-04-17 SLOAN TIMOTHY J 4 P-Purchase --D 39000.0000 754581.4250 1 0001502510 Common Stock, $1 2/3 Par Value
D 2017-04-12 BERKSHIRE HATHAWAY INC 4 S-Sale --I 2331186.0000 497165023.0000 4 0001067983 Common Stock
D 2017-04-11 BERKSHIRE HATHAWAY INC 4 S-Sale --I 3497733.0000 499496209.0000 3 0001067983 Common Stock
D 2017-04-10 BERKSHIRE HATHAWAY INC 4 S-Sale --I 1305528.0000 502993942.0000 2 0001067983 Common Stock
A 2017-04-01 BAKER JOHN D II 4 A-Award --D 875.8534 78371.3214 5 0001190089 Phantom Stock Units
A 2017-04-01 SARGENT RONALD 4 A-Award --D 256.1804 1014.1804 2 0001180656 Phantom Stock Units
A 2017-04-01 SANGER STEPHEN W 4 A-Award --D 2043.6580 119072.9670 3 0001204994 Phantom Stock Units
A 2017-04-01 Dean Lloyd H 4 A-Award --D 354.8329 23181.0367 4 0001332215 Phantom Stock Units
A 2017-03-29 Shrewsberry John R. 4 G-Gift -EI 3742.0000 318161.0000 4 0001608198 Common Stock, $1 2/3 Par Value
D 2017-03-29 Shrewsberry John R. 4 G-Gift -ED 3742.0000 0.0000 3 0001608198 Common Stock, $1 2/3 Par Value
A 2017-03-23 Hardison Hope A. 4 G-Gift -EI 18331.0000 109573.0000 2 0001608010 Common Stock, $1 2/3 Par Value
D 2017-03-23 Hardison Hope A. 4 G-Gift -ED 18331.0000 109.4080 1 0001608010 Common Stock, $1 2/3 Par Value
A 2017-03-23 Modjtabai Avid 4 G-Gift -EI 47744.0000 489824.0000 2 0001331834 Common Stock, $1 2/3 Par Value
D 2017-03-23 Modjtabai Avid 4 G-Gift -ED 47744.0000 0.0000 1 0001331834 Common Stock, $1 2/3 Par Value
A 2017-03-22 CARROLL DAVID M 4 G-Gift -EI 54857.0000 365743.0000 2 0001232064 Common Stock, $1 2/3 Par Value
D 2017-03-22 CARROLL DAVID M 4 G-Gift -ED 54857.0000 0.0000 1 0001232064 Common Stock, $1 2/3 Par Value
A 2017-03-21 Loughlin Michael J 4 G-Gift -EI 23631.0000 295963.1790 2 0001360758 Common Stock, $1 2/3 Par Value
D 2017-03-21 Loughlin Michael J 4 G-Gift -ED 23631.0000 7.0000 1 0001360758 Common Stock, $1 2/3 Par Value
A 2017-03-21 Shrewsberry John R. 4 G-Gift -EI 37663.0000 314419.0000 2 0001608198 Common Stock, $1 2/3 Par Value
D 2017-03-21 Shrewsberry John R. 4 G-Gift -ED 37663.0000 3742.0000 1 0001608198 Common Stock, $1 2/3 Par Value
D 2017-03-15 STROTHER JAMES M 4 M-Exempt --D 5740.0284 0.0000 7 0001274257 Restricted Share Right
D 2017-03-15 STROTHER JAMES M 4 M-Exempt --D 44217.4941 0.0000 6 0001274257 2014 Performance Shares
D 2017-03-15 STROTHER JAMES M 4 F-InKind --D 2023.0284 247509.0000 4 0001274257 Common Stock, $1 2/3 Par Value
A 2017-03-15 STROTHER JAMES M 4 M-Exempt --D 5740.0284 249532.0284 3 0001274257 Common Stock, $1 2/3 Par Value
Next 80
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https://www08.wellsfargomedia.com/assets/pdf/about/investor-relations/sec-filings/2009/exhibit-13.pdf

Anne Doss

February 17, 2017
Elizabeth A. Ising
Gibson, Dunn & Crutcher LLP
shareholderproposals@gibsondunn.com
Re: Wells Fargo & Company
Dear Ms. Ising:
This is in regard to your letter dated February 17, 2017 concerning the
shareholder proposal submitted by the AFL-CIO Reserve Fund for inclusion in Wells
Fargo’s proxy materials for its upcoming annual meeting of security holders. Your letter
indicates that the proponent has withdrawn the proposal and that Wells Fargo therefore
withdraws its December 23, 2016 request for a no-action letter from the Division.
Because the matter is now moot, we will have no further comment.
Copies of all of the correspondence related to this matter will be made available
on our website at http://www.sec.gov/divisions/corpfin/cf-noaction/14a-8.shtml. For
your reference, a brief discussion of the Division’s informal procedures regarding
shareholder proposals is also available at the same website address.
Sincerely,
Ryan J. Adams
Attorney-Adviser
cc: Brandon Rees
American Federation of Labor and Congress of Industrial Organizations
brees@aflcio.org
Elizabeth Ising
Direct: 202.955.8287
Fax: 202.530.9631
EIsing@gibsondunn.com
February 17, 2017
VIA E-MAIL
Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: Wells Fargo & Company
Stockholder Proposal of AFL-CIO Reserve Fund
Securities Exchange Act of 1934—Rule 14a-8
Ladies and Gentlemen:
In a letter dated December 23, 2016, we requested that the staff of the Division of
Corporation Finance concur that our client, Wells Fargo & Company (the “Company”),
could exclude from its proxy statement and form of proxy for its 2017 Annual Meeting of
Stockholders a stockholder proposal (the “Proposal”) and statement in support thereof
submitted by AFL-CIO Reserve Fund (the “Proponent”).
Enclosed as Exhibit A is an email from the Proponent verifying that the Proponent has
withdrawn the Proposal. In reliance on this communication, we hereby withdraw the
December 23, 2016 no-action request.
Please do not hesitate to call me at (202) 955-8287 or Mary E. Schaffner, Senior Vice
President and Senior Company Counsel, at (612) 667-2367 if you have any questions.
Sincerely,
Elizabeth A. Ising
Enclosures
cc: Mary E. Schaffner, Senior Vice President and Senior Company Counsel
Willie J. White, Esq., Counsel
Brandon Rees, AFL-CIO Reserve Fund

-----------------------------
From: Brandon Rees
To: anthony.augliera@wellsfargo.com
Cc: Kathryn.Purdom@wellsfargo.com; *** Shareholder Proposals - DC; Ising, Elizabeth A.
Subject: RE: Proposal
Date: Thursday, February 16, 2017 2:28:09 PM
Dear Anthony,
Thank you for your letter dated February 14th that describes the independent directors’
comprehensive investigation into Wells Fargo’s cross-selling sales practices and their commitment to
make their findings public at the end of the investigation.
Your letter notes that the ICCR proposal calling for a such a report will be included in the company’s
proxy statement. Please note that the AFL-CIO will support the ICCR proposal, and we urge the
Board of Directors to recommend that all shareholders do so as well.
I hereby withdraw the AFL-CIO Reserve Fund’s shareholder proposal in recognition of the items
noted in your February 14th letter. Please advise the SEC’s Division of Corporation Finance that our
proposal has been withdrawn. We look forward to a continued dialogue.
Sincerely,
Brandon Rees
AFL-CIO Office of Investment
brees@aflcio.org
202-637-5152
-----------------------------------------
December 23, 2016
VIA E-MAIL
Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: Wells Fargo & Company
Stockholder Proposal of AFL-CIO Reserve Fund
Securities Exchange Act of 1934—Rule 14a-8
Ladies and Gentlemen:
This letter is to inform you that Wells Fargo & Company (the “Company”) intends to omit from
its proxy statement and form of proxy for its 2017 Annual Meeting of Stockholders (collectively,
the “2017 Proxy Materials”) a stockholder proposal (the “Proposal”) and statements in support
thereof received from the AFL-CIO Reserve Fund (the “Proponent”).
Pursuant to Rule 14a-8(j), we have:
 filed this letter with the Securities and Exchange Commission (the
“Commission”) no later than eighty (80) calendar days before the Company
intends to file its definitive 2017 Proxy Materials with the Commission; and
 concurrently sent copies of this correspondence to the Proponent.
Rule 14a-8(k) and Staff Legal Bulletin No. 14D (Nov. 7, 2008) (“SLB 14D”) provide that
stockholder proponents are required to send companies a copy of any correspondence that the
proponents elect to submit to the Commission or the staff of the Division of Corporation Finance
(the “Staff”). Accordingly, we are taking this opportunity to inform the Proponent that if the
Proponent elects to submit additional correspondence to the Commission or the Staff with
respect to this Proposal, a copy of that correspondence should be sent at the same time to the
undersigned on behalf of the Company pursuant to Rule 14a-8(k) and SLB 14D.
THE PROPOSAL
The Proposal states:
Resolved, the stockholders of Wells Fargo & Company (the “Company”)
hereby request that the Board of Directors (the “Board”) prepare a report on
the Board’s role in the oversight of the Company’s management of risk related
Elizabeth A. Ising
Direct: 202.955.8287
Fax: 202.530.9631
Eising@gibsondunn.com
Office of Chief Counsel
Division of Corporation Finance
December 23, 2016
Page 2
to the Company’s cross-selling sales practices. The report shall be compiled at
reasonable expense, omit proprietary information, and be publicly available
by the 2018 annual meeting of stockholders.
The Proposal’s supporting statement further discusses the Proponent’s concerns regarding the
Company’s cross-selling sales practices and desire to help stockholders better understand the
Board’s response to such concerns.
A copy of the Proposal, and its supporting statement, as well as related correspondence with the
Proponent, are attached to this letter as Exhibit A.
BASIS FOR EXCLUSION
We hereby respectfully request that the Staff concur in our view that the Proposal may be
excluded from the 2017 Proxy Materials pursuant to Rule 14a-8(i)(11) because the Proposal
substantially duplicates another stockholder proposal previously submitted to the Company that
the Company intends to include in its 2017 Proxy Materials.
BACKGROUND
In September 2016, the Company reached settlements with the City Attorney of Los Angeles, the
Consumer Financial Protection Bureau and the Office of the Comptroller of the Currency over
allegations that some of the Company’s retail banking customers received products they did not
request (the “Settlement”). The Company has taken and is taking a number of actions to address
those issues and mitigate sales practices risk following the Settlement, including addressing
incentive compensation practices by eliminating product sales goals in the retail banking
business effective October 1, 2016, and conducting an independent, enterprise-wide review of
sales practices across the Company.
In addition, on September 27, 2016, the independent directors of the Company’s Board of
Directors announced that they had launched an independent investigation into the Company’s
retail banking sales practices and related matters (the “Independent Director Review”). The
independent directors indicated that the investigation would be thorough, conducted with the due
diligence it deserves, and will follow the facts wherever they lead. The independent directors
also took a number of initial steps they believe were appropriate to promote accountability at the
Company, including causing certain executive officers to forfeit incentive compensation. The
Independent Director Review is ongoing, and the independent directors have publicly stated that
they expect to make the findings public upon the completion of the investigation. In addition,
the independent directors have stated that they may take other actions as they collectively deem
appropriate, which may include further compensation actions before any additional equity
awards vest or bonus decisions are made in early 2017, clawbacks of compensation already paid
Office of Chief Counsel
Division of Corporation Finance
December 23, 2016
Page 3
out, and other employment-related actions. In addition, the independent directors have indicated
they will then take all appropriate actions to reinforce the right culture and ensure that lessons are
learned, misconduct is addressed, and systems and processes are improved so there can be no
repetition of similar conduct. See https://www.wellsfargo.com/about/press/2016/independentdirectors-investigation_0927/.

ANALYSIS
The Proposal May Be Excluded Under Rule 14a-8(i)(11) Because It Substantially
Duplicates Another Proposal That The Company Intends To Include In Its Proxy
Materials.
Rule 14a-8(i)(11) provides that a stockholder proposal may be excluded if it “substantially
duplicates another proposal previously submitted to the company by another proponent that will
be included in the company’s proxy materials for the same meeting.” When a company receives
two substantially duplicative proposals, the Staff has concurred that the company may exclude
the later proposal if the company includes the earlier proposal in its proxy materials. See Great
Lakes Chemical Corp. (avail. Mar. 2, 1998); see also Pacific Gas and Electric Co. (avail. Jan. 6,
1994).
On October 7, 2016, before the Company received the Proposal on November 10, 2016, the
Company received a proposal (the “Sisters’ Proposal” and together with the Proposal, the
“Proposals”) from the Sisters of St. Francis of Philadelphia and various co-filers. See Exhibit B.
The Company intends to include the Sisters’ Proposal in its 2017 Proxy Materials.
The Sisters’ Proposal states:
RESOLVED, Shareholders request that the Board commission a comprehensive
report, available to shareholders by October 2017, on the root causes of the fraudulent
activity and steps taken to improve risk management and control processes. The
report should omit proprietary information and be prepared at reasonable cost.
The review and report should address the following:
1. An analysis of the impacts on the bank, its reputation, customers, and
investors;
2. Changes implemented or planned to strengthen corporate culture and instill a
commitment to high ethical standards at all employee levels;
3. Improvements in risk management and controls, including new or revised
policies and investment in people or technological solutions;
4. Evidence that incentive systems are aligned with customers’ best interests;
Office of Chief Counsel
Division of Corporation Finance
December 23, 2016
Page 4
5. Changes in Board oversight of risk management processes;
6. Assessment plans to evaluate the adequacy of changes instituted over time;
7. Other steps to rebuild trust with key stakeholders—regulators, customers, and
shareholders.
The standard that the Staff applies for determining whether proposals are substantially
duplicative under Rule 14a-8(i)(11) is whether the proposals share the same focus. See Pacific
Gas & Electric Co. (avail. Feb. 1, 1993). A proposal may be excluded as substantially
duplicative of another proposal despite differences in terms or breadth and despite the proposals
requesting different actions. See, e.g., Union Pacific Corp. (avail. Feb. 1, 2012, recon. denied
Mar. 30, 2012) (concurring that a proposal requesting a report on political contributions and
expenditures could be excluded as substantially duplicative of a proposal requesting a report on
lobbying and grassroots lobbying); Wells Fargo & Co. (avail. Feb. 8, 2011) (concurring that a
proposal seeking a review and report on the company’s loan modifications, foreclosures and
securitizations was substantially duplicative of a proposal seeking a report that would include
“home preservation rates” and “loss mitigation outcomes,” which would not necessarily be
covered by the other proposal); Chevron Corp. (avail. Mar. 23, 2009, recon. denied Apr. 6,
2009) (concurring that a proposal requesting that an independent committee prepare a report on
the environmental damage that would result from the company’s expanding oil sands operations
in the Canadian boreal forest was substantially duplicative of a proposal to adopt goals for
reducing total greenhouse gas emissions from the company’s products and operations); Bank of
America Corp. (avail. Feb. 24, 2009) (concurring with the exclusion of a proposal requesting the
adoption of a 75% hold-to-retirement policy as subsumed by another proposal that included such
a policy as one of many requests); Ford Motor Co. (Leeds) (avail. Mar. 3, 2008) (concurring that a proposal to establish an independent committee to prevent Ford family stockholder conflicts of interest with non-family stockholders substantially duplicated a proposal requesting that the board take steps to adopt a recapitalization plan for all of the company’s outstanding stock to have one vote per share).
Both the Proposal and the Sisters’ Proposal focus on, and request a Board report regarding, the
Company’s efforts to manage risk related to actual and potential losses arising from specific
Company business practices (including cross-selling practices) relating to the Settlement and
that, as discussed above, will be covered by the Independent Director Review. More
specifically, both Proposals address the Board’s role in overseeing the Company’s risk
management efforts regarding cross-selling practices. The express language of the Proposals
demonstrate this overlap as the Proposal’s Resolved clause requests that the report address “the
Board’s role in the oversight of the Company’s management of risk related to the Company’s
cross-selling sales practices,” and the Sisters’ Proposal requests that “the Board commission a
comprehensive report . . . on the root causes of fraudulent activity and steps taken to improve
Office of Chief Counsel
Division of Corporation Finance
December 23, 2016
Page 5
risk management and control processes,” such as “[c]hanges in Board oversight of risk
management processes.”
Moreover, other language in the Proposals demonstrates that they share the same focus:
 Both Proposals address cross-selling sales practices. The Proposal is concerned with
“inappropriate cross-selling practices” and describes cross-selling as “the practice of
selling a different product or service to an existing customer.” Specifically, the
Proposal states that the Company “inappropriately sold products and services to retail
customers that they had not requested.” This concern is also addressed in the Sisters’
Proposal, which addresses “consumer fraud, including setting up two million deposit
and credit-card accounts for clients without their permission.”
 Both Proposals focus on the Company’s exposure to risk and risk management efforts
related to cross-selling. The Proposal cites “risk related to cross-selling sales
practices” and states that cross-selling creates “legal and regulatory risks for the
Company” and damages the Company’s reputation. It also notes that the Board has
“taken certain steps to review the Company’s cross-selling . . .” and requests a “report
on the Board’s role in the oversight of the Company’s management of risk.” The
Sisters’ Proposal likewise references “consumer fraud” and a variety of legal,
regulatory and reputational risks resulting from cross-selling and cites a “lack of
oversight of policies and practices.”
 Both Proposals seek to understand how the Board has responded to activities related
to the Settlement and which will be covered by the Independent Director Review. The
Proposal notes that “a report will help shareholders better understand the Board’s
response to . . . concerns” about the Company’s prior cross-selling sales practices.
Similarly, in requesting a report from the Board, the Sisters’ Proposal notes that
“investors and customers still do not have a clear understanding of . . . the strategies
in place to address” prior cross-selling practices.The Staff previously has concurred in the exclusion of stockholder proposals because they are substantially duplicative even when the second proposal is more specific and targeted than the first proposal. For example, in JPMorgan Chase &Co. (avail. Mar. 14, 2011), the Staff concluded that a proposal that specifically requested a report on internal controls over its mortgage servicing operations could be omitted in reliance on Rule 14a-8(i)(11) as substantially duplicative of other previous proposals that asked for general oversight on the development and enforcement on already-existing internal controls related to loan modification methods.Irrespective of the differences in scope and detail, the principal focus and the core issue of general mortgage modification practices remained the same. See also Exxon Mobil Corp. (avail. Office of Chief Counsel
Division of Corporation Finance
December 23, 2016
Page 6
Mar. 19, 2010) (concurring in the exclusion of a proposal seeking consideration of a decrease in the demand for fossil fuels as substantially duplicative of a proposal asking for a report to assess the financial risks associated with climate change); Lehman Brothers Holdings Inc. (avail.Jan. 12, 2007)

(concurring in the exclusion of a proposal requesting a report on independent expenditures and political contributions as substantially duplicative of a proposal that sought disclosure of monetary contributions made by the company to politically active organizations); American Power Conversion Corp. (avail. Mar. 29,  2002) (concurring in the exclusion of a proposal asking that the company’s board of directors create a goal to establish a two-thirds independent board as substantially duplicative of a proposal that sought a policy requiring nomination of a majority of independent directors). Just as in these Staff precedents as well as in Bank of America Corp., the overlap between the Proposal and the Sisters’ Proposal still makes the Proposal excludable even though the Sisters’ Proposal also asks for information about other, similar risk management efforts. Thus, the principal thrust of both the Proposal and the Sisters’ Proposal is the same, namely, to produce a Board report regarding the Company’s efforts to manage risk related to actual and potential losses arising from specific Company business practices (including cross-selling practices) relating to the Settlement and that will be covered by the Independent Director Review. Therefore, the Proposal substantially duplicates and is subsumed by the earlier-received Sisters’ Proposal.

As noted above, the purpose of Rule 14a-8(i)(11) “is to eliminate the possibility of shareholders having to consider two or more substantially identical proposals submitted to an issuer by proponents acting independently of each other.” Exchange Act Release No. 12999 (Nov. 22, 1976). Therefore, because the Proposal has the same focus as, and overlaps with, the earlier received Sisters’ Proposal, which the Company intends to include in the 2017 Proxy Materials, the Proposal may be excluded under Rule 14a-8(i)(11) as substantially duplicative of the Sisters’ Proposal. READ MORE: https://www.sec.gov/divisions/corpfin/cf-noaction/14a-8/2017/aflcioreserve021717-14a8.pdf