WFCWells Fargo

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.

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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.

© 2023 Wells Fargo Bank, N.A. All rights reserved. 420 Montgomery Street San Francisco, CA 94104 June 29, 2023 VIA EDGAR Mr. John Spitz Mr. Amit Pande Division of Corporation Finance Office of Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Wells Fargo & Company Form 10-K for the Fiscal Year Ended December 31, 2022 File No. 001-02979 Dear Mr. Spitz and Mr.

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Pande: In response to the comment by the staff (“Staff”) of the Securities and Exchange Commission (“Commission”) in the Staff’s letter dated June 14, 2023, to Wells Fargo & Company (“Wells Fargo,” “Company,” “we,” or “our”) related to the Company’s above referenced Form 10-K for the Fiscal Year Ended December 31, 2022 (“Form 10-K”), we submit the following information. The Staff’s comment, indicated in bold, is followed by Wells Fargo’s response. Form 10-K for the 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

June 29, 2023 Page 2 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. Wells Fargo response: The variability in our operating losses recorded for the fiscal years ended December 31, 2022, 2021, and 2020 presented in our Form 10-K was driven by expenses for litigation, regulatory, and customer remediation matters primarily related to a variety of historical matters (underlining added for emphasis). We included this reference in our Form 10-K to highlight that the matters giving rise to our operating losses were primarily related to existing matters, rather than new matters. For example, we disclosed various regulatory investigations by the Consumer Financial Protection Bureau (“CFPB”) which ultimately resulted in a civil penalty of $1.7 billion in fourth quarter 2022, a securities fraud class action regarding certain automobile lending matters which ultimately resulted in a $300 million settlement agreement in fourth quarter 2022, and a securities fraud class action regarding certain consent order disclosures which ultimately resulted in a $1.0 billion settlement agreement in second quarter 2023. In addition, we disclosed the existence of customer remediation matters, which also significantly impacted operating losses in 2022. While we disclose our operating losses, we do not provide amounts for individual matters, such as accruals for new matters or changes to accruals for existing matters, because it may significantly hinder our negotiations or settlement discussions with plaintiffs and regulators. During the years ended December 31, 2022, 2021, and 2020, we did not record significant reversals related to accrued liabilities for litigation, regulatory, or customer remediation matters. Given the nature of these accrued liabilities, the amounts are typically paid within a relatively short period of time after they are finalized or settled. Litigation, regulatory, and customer remediation matters are inherently unpredictable, often span multiple years, and typically require reviews and discussions with third parties. For example, these matters may be subject to investigation, discovery, regulatory or legal proceedings, evaluation of impacted counterparties, discussions and reviews with regulatory agencies, and settlement discussions with third parties. These factors may result in variability related to the timing and the amount of a potential operating loss which, due to the nature of some of our matters, may be significant. To provide additional transparency, we foreshadow the potential losses that may be accrued in the future by disclosing the high end of the range of reasonably possible losses in excess of the Company’s accrual for new and existing litigation and regulatory matters. We also generally update our litigation and regulatory disclosures to provide settlement amounts once these matters are resolved. We include disclosures in our filings to help investors understand that both the nature of our operating losses and the amounts may be significant and vary over time. In future filings, to the extent appropriate, we would propose providing additional information to discuss the components and variability of our operating losses. We would also propose providing in our operating losses discussion

June 29, 2023 Page 3 the settlement amounts for significant litigation and regulatory matters to the extent they have been publicly disclosed. Please see suggested edits below as an example: Earnings Performance, page 11 in Form 10-K “Operating losses increased reflecting a $5.1 billion increase in expenses for litigation, regulatory, and customer remediation matters primarily related to a variety of historical matters. increased $5.4 billion. The increase included a $1.7 billion civil penalty associated with the December 2022 CFPB consent order and $300 million for a securities fraud class action regarding certain automobile lending matters. The remaining increase primarily related to a variety of historical matters and was predominantly driven by expenses for customer remediation matters, as well as expenses for litigation and regulatory matters. As previously disclosed, we have outstanding litigation, regulatory, and customer remediation matters that could impact operating losses in the coming quarters.” Note 1 (Summary of Significant Accounting Policies) to Financial Statements in Form 10-K and for interim periods during 2023, Note 17 (Revenue and Expenses) to Financial Statements “OPERATING LOSSES Our operating losses consist of litigation, regulatory matters, customer remediation activities, and losses from other business activities, such as fraud losses. Operating losses may have significant variability given the inherent and unpredictable nature of litigation, regulatory, and customer remediation matters. The determination of any associated losses for these matters depends on a variety of factors, many of which are often outside of our control.” _____________________________________ Any discussion or questions concerning the information set forth in this letter may be directed to our Chief Accounting Officer, Muneera Carr, or me. Sincerely, /s/ MICHAEL P. SANTOMASSIMO Michael P. Santomassimo Senior Executive Vice President and Chief Financial Officer cc: Charles W. Scharf, President and Chief Executive Officer Ellen R. Patterson, Senior Executive Vice President and General Counsel Muneera S. Carr, Executive Vice President and Chief Accounting Officer

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Please refer to comment 1. We note in your response and disclosures throughout your filing that “operating losses” are comprised of expenses for litigation, regulatory, and customer remediation matters. We further note that current disclosures included in your Form 10-Q for the six-months ended June 30, 2023, continue to simply attribute the increase in the operating losses line item to “a variety of factors, some

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of which are outside of your control.” Please tell us and revise your future filings to clearly define and separately discuss each of these components (i.e., litigation, regulatory, and customer remediation) and the expenses corresponding to each component which comprise your operating losses for each period presented. To the extent that one or more of these expense components (e.g., customer remediation or litigation) significantly contributes to the noted change in operating losses recorded during any period, please provide enhanced MD&A disclosures explaining the reason(s) for and the drivers behind the change in operating losses.

In our Form 10-Q for third quarter 2023 filed with the Commission on October 31, 2023

(“Form 10-Q”), we separately defined and discussed the components of our operating losses, including the expense amounts corresponding to each component for the periods presented. Please reference our disclosure in Note 17 (Revenue and Expenses) to Financial Statements in the

Form 10-Q (page 128), as follows (note: highlighted text below represents enhanced disclosures from our Form 10-Q for second quarter 2023):

“OPERATING LOSSES Operating losses consist of expenses related to:

•Legal actions such as

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litigation and regulatory matters. For additional information on legal actions, see Note 10 (Legal Actions);

•Customer remediation activities, which are associated with our efforts to identify areas or instances where customers may have experienced financial harm and provide remediation as appropriate. We have accrued for the probable and estimable costs related to our customer remediation activities, which amounts may change based on additional facts and information, as well as ongoing reviews and communications with our regulators; and

•Other business activities such as deposit overdraft losses, fraud losses, and isolated instances of customer redress.

Table 17.2 provides the components of our operating losses included in our consolidated statement of income.

Table 17.2: Operating Losses

Quarter ended

September 30,

Nine months ended September 30,

($ in millions) 2023 2022 2023 2022

Legal actions $ 175 984 $ 115 1,097

Customer remediation (30) 978 133 1,615

Other 184 256 580 755

Total operating losses $ 329 2,218 $ 828 3,467

Operating losses may have significant variability given the inherent and unpredictable nature of legal actions and customer remediation activities. The timing and determination of the amount of any associated losses for these matters depends on a variety of factors, some of which are outside of our control.”

Additionally, we provided in the Management’s Discussion and Analysis (“MD&A”) section of the Form 10-Q the expense amounts for the Company’s legal actions and customer remediation activities, which significantly contributed to the change in operating losses for the quarter and first nine months of 2023, compared with the same periods in 2022. We also enhanced the narrative disclosure to explain the reasons for and drivers of the change. Please reference our disclosure in the Earnings Performance section of MD&A, Table 3: Noninterest Expense (see footnote 1 to Table 3) and the narrative discussion below the table in the Form 10-Q (page 11), as follows (note: highlighted text below represents enhanced disclosures from our Form 10-Q for second quarter 2023):

“Table 3: Noninterest Expense

Quarter ended Sep 30,

Nine months ended Sep 30,

($ in millions) 2023 2022 $ Change % Change 2023 2022 $ Change % Change

Personnel $ 8,627 8,212 415 5 % $ 26,648 25,925 723 3 %

Technology, telecommunications and equipment

975 798 177 22 2,844 2,473 371 15

Occupancy 724 732 (8) (1) 2,144 2,159 (15) (1)

Operating losses (1)

329 2,218 (1,889) (85) 828 3,467 (2,639) (76)

Professional and outside services 1,310 1,235 75 6 3,843 3,831 12 —

Leases (2) 172 186 (14) (8) 529 559 (30) (5)

Advertising and promotion 215 126 89 71 553 327 226 69

Restructuring charges — — — — — 5 (5) (100)

Other 761 799 (38) (5) 2,387 2,273 114 5

Total $ 13,113 14,306 (1,193) (8) $ 39,776 41,019 (1,243) (3)

(1)Includes expenses for legal actions of $175 million and $984 million for third quarter 2023 and 2022, respectively, and $115 million and $1.1 billion for the first nine months of 2023 and 2022, respectively, and expenses for customer remediation activities of $(30) million and $978 million for third quarter 2023 and 2022, respectively, and $133 million and $1.6 billion for the first nine months of 2023 and 2022, respectively.

(2)Represents expenses for assets we lease to customers.

Third quarter and first nine months of 2023 vs. Third quarter and first nine months of 2022

Operating losses decreased driven by:

•lower expense for legal actions, compared with third quarter 2022 that included amounts related to the December 2022 CFPB consent order. For additional information on legal actions, see Note 10 (Legal Actions) to Financial Statements in this Report; and

•lower expense for customer remediation activities, compared with higher expense in 2022 predominantly due to the further refinement of the scope of remediation for historical mortgage lending, automobile lending, and consumer deposit accounts matters. Expenses for customer remediation activities in the third quarter and first nine months of 2023 were lower primarily related to matters that had lower estimated costs and complexity than historical matters. For additional information on customer remediation activities, see the “Overview” section above.

As previously disclosed, we have outstanding legal actions and customer remediation activities that could impact operating losses in the coming quarters.

For additional information on operating losses, see Note 17 (Revenue and Expenses) to Financial Statements in this Report.”

In future filings, to the extent appropriate we will continue to separately provide the components of operating losses and discuss primary drivers impacting significant changes to these components.

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Please refer to comment 1. We note from your proposed suggested disclosures under "Earnings Performance, page 11 in Form 10-K" in your response that the discussion only addresses $2 billion (37%) of the $5.4 billion increase to your operating losses and attributes the remaining increase to a variety of historical matters predominantly driven by expenses for customer remediation matters, as well as expenses for

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litigation and regulatory matters. Please tell us and revise your future filings to quantify the predominant expenses related to customer remediation matters. Additionally, to the extent there are significant operating losses recorded due to new matters, or recent developments related to historical matter(s), please revise your future filings to provide greater transparency around the changes in operating losses and any of its significant components.

As noted in our response to comment 1 above, our Form 10-Q provided the expense amounts for the components of operating losses, including expense for customer remediation activities, as well as a discussion of the predominant drivers for changes in expense for customer remediation activities for the periods presented.

We also included the amounts of our accrued liabilities for customer remediation activities as of September 30, 2023, and December 31, 2022, in the “Overview – Customer Remediation Activities” section of MD&A in the Form 10-Q (page 4) to provide greater transparency regarding

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changes in accrued liabilities for customer remediation activities over time. In future filings, to the extent appropriate we will continue to separately provide our accrued liabilities for customer remediation activities.

The predominant matters that led to the higher expense for customer remediation activities in 2022 were historical mortgage lending, auto lending, and consumer deposit accounts matters. We reference customer remediation activities in the “Overview” section of MD&A in the Form 10-Q. Please note that the expense amounts for customer remediation activities for the third quarter and first nine months of 2023 were $(30) million and $133 million, respectively, reflecting lower estimated costs and complexity observed for newer matters compared with historical matters.

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Please refer to comment 1. You state in your response that in order to provide additional transparency, you foreshadow the potential losses that may be accrued in the future by disclosing the high end of the range of reasonably possible losses in excess of your accrual for new and existing litigation and regulatory matters.

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We note disclosure from page 155 of Exhibit 13 to your Form 10-K for fiscal year ended December 31, 2021, that the high end was approximately $2.9 billion as of December 31, 2021. Given that you recorded $7 billion of operating losses during the subsequent fiscal year ended December 31, 2022, please tell us and revise your future filings, where appropriate, to disclose the reason(s) for the significant change in expenses recorded when compared to earlier estimates, including those significantly attributable to respective components of your operating Please contact John Spitz at 202-551-3484 or Amit Pande at 202-551-3423 if you have questions regarding comments on the financial statements and related matters. Please contact Robert Arzonetti at 202-551-8819 or Susan Block at 202-551-3210 with any other questions. Sincerely,

The following table (which will be included in our 2023 Form 10-K) provides the components and corresponding expense amounts for the $7.0 billion of operating losses in 2022:

Year ended Dec. 31,

(in millions)

2022

Legal actions $ 3,307

Customer remediation 2,692

Other 985

Total operating losses $ 6,984

Legal actions

The high end of the range of reasonably possible losses for legal actions was approximately $2.9 billion as of December 31, 2021, and generally increased during 2022 ($2.8 billion as of March 31, 2022, $3.2 billion as of June 30, 2022, and $3.7 billion as of September 30,

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2022). The $3.3 billion of expense for legal actions in 2022 reflected accruals for certain litigation and regulatory matters. For example, in our 2022 Form 10-K, we disclosed various regulatory investigations by the Consumer Financial Protection Bureau (“CFPB”) which ultimately resulted in a civil penalty of $1.7 billion in fourth quarter 2022, a securities fraud class action regarding certain automobile lending matters which ultimately resulted in a $300 million settlement agreement in fourth quarter 2022, and a securities fraud class action regarding certain consent order disclosures which ultimately resulted in a $1.0 billion settlement agreement in second quarter 2023. We provide information on these and other litigation and regulatory matters in Note 10 (Legal Actions) to our Financial Statements, including settlement amounts when matters are resolved.

Customer remediation

The expense for customer remediation activities in 2022 predominantly resulted from the further refinement in third quarter 2022 of the scope of remediation for historical mortgage lending, automobile lending, and consumer deposit accounts matters. This further refinement led to the higher expense in 2022 and was not estimable prior to completion of the work in third quarter 2022. In addition, there were expense amounts for customer remediation activities in fourth quarter 2022 primarily related to the December 2022 CFPB consent order.

As discussed in our prior response letter, customer remediation matters often span multiple years, and typically require reviews and discussions with internal and external parties, including communications with our regulators, which may result in variability related to the timing and the determination of the amount of loss. These reviews and discussions may result in expansions of populations of affected customers and/or time frames, as well as changes to customer remediation payment amounts. We establish an accrual for the probable and estimable costs related to each customer remediation matter, which amounts are refined over time in light of any additional information; however, given the complexity and unpredictability of these matters, it is not possible to determine the ultimate loss or reasonably estimate possible loss in excess of amounts accrued until these reviews and discussions are complete.

Other

Each year, we have expenses for other operating losses such as deposit overdraft losses and fraud losses. These amounts cannot be accrued in advance or estimated for a range of possible loss until the actual event has occurred; however, there is a limited amount of time between the identification of the loss event and the recognition of expense.

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Any discussion or questions concerning the information set forth in this letter may be directed to our Chief Accounting Officer, Muneera Carr, or me.

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