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WELLS FARGO FINANCIAL INC
10-Q, 2000-11-13
PERSONAL CREDIT INSTITUTIONS

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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Form 10-Q

Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

For Quarter Ended September 30, 2000

Commission file number 2-80466

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Wells Fargo Financial, Inc.
(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code (515) 243-2131

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    Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /x/  No / /

    Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock (without par value): 1,000 shares outstanding as of November 8, 2000.

    The registrant meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this Form with the reduced disclosure format.

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PART I.  FINANCIAL INFORMATION

WELLS FARGO FINANCIAL, INC.

Consolidated Balance Sheets (Unaudited)

(Thousands of Dollars)

				September 30, 2000			December 31, 1999
Assets
Cash and cash equivalents				$	183,631		$	178,970
Securities available-for-sale					1,198,378			1,224,666
Finance receivables					10,361,768			9,072,306
Less allowance for credit losses					414,259			367,712
	Finance receivables—net				9,947,509			8,704,594
Notes receivable—affiliates					401,675			487,822
Property and equipment (at cost, less accumulated depreciation of $137,111 for 2000 and $130,253 for 1999)					62,793			69,374
Deferred income taxes					148,893			130,496
Other assets					383,262			487,491
		Total assets		$	12,326,141		$	11,283,413

See accompanying notes to consolidated financial statements.

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WELLS FARGO FINANCIAL, INC.

Consolidated Balance Sheets (Unaudited)

(Thousands of Dollars)

				September 30, 2000			December 31, 1999
Liabilities and Stockholder's Equity
Loans payable—short-term:
	Commercial paper			$	2,567,988		$	2,437,676
	Affiliates				443,737			432,199
	Other				179,340			256,916
Unearned insurance premiums and commissions					142,078			140,547
Insurance claims and policy reserves					34,698			34,124
Accrued interest payable					118,326			102,695
Other payables to affiliates					99,932			3,297
Other liabilities					342,559			374,558
Long-term debt:
	Senior				6,233,852			5,913,837
	Affiliate				500,000
		Total liabilities			10,662,510			9,695,849
Stockholder's equity:
	Common stock without par value (authorized 1,000 shares, issued and outstanding 1,000 shares)				3,855			3,855
	Additional paid in capital				209,124			196,697
	Retained earnings				1,465,892			1,407,743
	Accumulated other comprehensive loss, net of income taxes				(15,240	)		(20,731	)
		Total stockholder's equity			1,663,631			1,587,564
		Total liabilities and stockholder's equity		$	12,326,141		$	11,283,413

See accompanying notes to consolidated financial statements

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WELLS FARGO FINANCIAL, INC.

Consolidated Statements of Income (Unaudited)

(Thousands of Dollars)

				Quarter Ended September 30,						Nine Months Ended September 30,
				2000			1999			2000			1999
Income:
	Finance charges and interest			$	493,046		$	410,163		$	1,394,702		$	1,211,569
	Insurance premiums and commissions				31,596			99,481			83,781			253,811
	Other income				58,303			70,874			156,626			182,656
		Total income			582,945			580,518			1,635,109			1,648,036
Expenses:
	Operating expenses				200,719			197,093			606,017			576,590
	Interest and debt expense				170,268			131,012			466,067			381,620
	Provision for credit losses				102,154			69,728			252,097			196,611
	Insurance losses and loss expenses				11,572			74,212			36,267			179,832
		Total expenses			484,713			472,045			1,360,448			1,334,653
		Income before income taxes			98,232			108,473			274,661			313,383
Income taxes					35,997			38,846			101,159			112,329
		Net income		$	62,235		$	69,627		$	173,502		$	201,054

See accompanying notes to consolidated financial statements.

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WELLS FARGO FINANCIAL, INC.

Consolidated Statements of Comprehensive Income (Unaudited)

(Thousands of Dollars)

				Quarter Ended September 30,						Nine Months Ended September 30,
				2000			1999			2000			1999
Net income				$	62,235		$	69,627		$	173,502		$	201,054
Other comprehensive income (loss), before income taxes:
	Unrealized gains (losses) on securities available-for-sale:
		Unrealized gains (losses) arising during the period			14,992			(17,638	)		5,618			(37,968	)
		Reclassification adjustment for net (gains) losses included in net income			2,246			(1,578	)		948			(7,424	)
					17,238			(19,216	)		6,566			(45,392	)
	Foreign currency translation adjustment				(836	)		172			(1,943	)		3,154
	Other comprehensive income (loss) before income taxes				16,402			(19,044	)		4,623			(42,238	)
Income tax expense (benefit) related to unrealized gains (losses) on securities available-for-sale					5,896			(6,663	)		2,227			(15,362	)
Other comprehensive income (loss), net of income taxes					10,506			(12,381	)		2,396			(26,876	)
		Comprehensive income		$	72,741		$	57,246		$	175,898		$	174,178

See accompanying notes to consolidated financial statements.

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WELLS FARGO FINANCIAL, INC.

Consolidated Statements of Cash Flows (Unaudited)

(Thousands of Dollars)

				Nine Months Ended September 30,
				2000			1999
Cash flows from operating activities:
	Net income			$	173,502		$	201,054
	Adjustments to reconcile net income to net cash flows from operating activities, net of effect of contributed subsidiaries:
		Provision for credit losses			252,097			196,611
		Depreciation and amortization			37,007			40,988
		Deferred income taxes			(23,195	)		1,305
		Other receivables from affiliates						(23,966	)
		Other assets			(16,774	)		(44,530	)
		Unearned insurance premiums and commissions			1,531			3,954
		Insurance claims and policy reserves			574			4,133
		Accrued interest payable			19,621			12,193
		Other payables to affiliates			121,139			(44,173	)
		Other liabilities			(38,852	)		89,187
Net cash provided by operating activities					526,650			436,756
Cash flows from investing activities:
	Finance receivables:
		Principal collected			5,600,887			5,554,986
		Receivables originated or purchased			(6,861,423	)		(6,259,097	)
	Proceeds from sales of securities				127,150			111,429
	Proceeds from maturities of securities				90,227			126,267
	Purchases of securities				(238,211	)		(289,343	)
	Net additions to property and equipment				(9,947	)		(75,221	)
	Net decrease in notes receivable—affiliates, net of effect of contributed subsidiaries				64,579			93,699
	Cash and cash equivalents of contributed subsidiaries received and subsidiary transferred				(5	)		1,002
	Cash and cash equivalents of acquired subsidiary				(26,987	)
	Other				48,824			120,182
Net cash used by investing activities					(1,204,906	)		(616,096	)
Cash flows from financing activities:
	Net decrease in loans payable—short term				(117,042	)		(588,491	)
	Proceeds from issuance of long term debt:
		Senior			1,435,886			1,673,573
		Affiliate			500,000
	Repayment of senior long-term debt				(1,090,927	)		(700,507	)
	Dividends paid				(45,000	)		(160,000	)
Net cash provided by financing activities					682,917			224,575
Net increase in cash and cash equivalents					4,661			45,235
Cash and cash equivalents beginning of period					178,970			139,184
Cash and cash equivalents end of period				$	183,631		$	184,419

See accompanying notes to consolidated financial statements.

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WELLS FARGO FINANCIAL, INC.

Consolidated Statements of Stockholder's Equity (Unaudited)

(Thousands of Dollars)

													Accumulated Other Comprehensive Income (Loss)
				Common Stock			Additional Paid In Capital			Retained Earnings			Foreign Currency Translation			Unrealized Gains (Losses) on Securities Available- for-Sale			Total
Balance, December 31, 1998				$	3,855		$	189,438		$	1,362,370		$	(13,530	)	$	23,080		$	1,565,213
Comprehensive income (loss):
	Net income										201,054									201,054
	Other													3,154			(30,030	)		(26,876	)
Contributed subsidiaries								7,259			12									7,271
Dividends											(160,000	)								(160,000	)
Balance, September 30, 1999				$	3,855		$	196,697		$	1,403,436		$	(10,376	)	$	(6,950	)	$	1,586,662
Balance, December 31, 1999				$	3,855		$	196,697		$	1,407,743		$	(9,575	)	$	(11,156	)	$	1,587,564
Comprehensive income:
	Net income										173,502									173,502
	Other													(1,943	)		4,339			2,396
Contributed subsidiaries								12,427			(10,182	)								2,245
Transfer of subsidiary											(60,171	)					3,095			(57,076	)
Dividends											(45,000	)								(45,000	)
Balance, September 30, 2000				$	3,855		$	209,124		$	1,465,892		$	(11,518	)	$	(3,722	)	$	1,663,631

See accompanying notes to consolidated financial statements.

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WELLS FARGO FINANCIAL, INC.
Notes to Consolidated Financial Statements (Unaudited)

    The accompanying unaudited consolidated financial statements and notes have been prepared in accordance with the accounting policies set forth in Wells Fargo Financial, Inc.'s 1999 Annual Report on Form 10-K and should be read in conjunction with the Notes to Consolidated Financial Statements therein. In the opinion of management, all adjustments (none of which were other than normal recurring accruals) necessary to present fairly the financial statements for the periods presented have been included. The results of operations for interim periods are not necessarily indicative of the results to be expected for the entire year.

1.  Principles of Consolidation.

    The consolidated financial statements include the accounts of Wells Fargo Financial, Inc. (the "Company") and subsidiaries (collectively, "Wells Fargo Financial"). Intercompany accounts and transactions are eliminated. The Company is a wholly-owned subsidiary of Wells Fargo Financial Services, Inc. (the "Parent") which is a wholly-owned subsidiary of Wells Fargo & Company ("Wells Fargo").

2.  Dividend Restrictions.

    Certain long-term debt instruments restrict payment of dividends on and acquisitions of the Company's common stock. In addition, such debt instruments and the Company's bank credit agreements contain certain requirements as to maintenance of net worth (as defined). Approximately $1,014 million of consolidated stockholder's equity was unrestricted at September 30, 2000.

3.  Other Income.

    Income from affiliates was $9.5 million and $11.5 million for the quarters ended September 30, 2000 and 1999, respectively, and $28.1 million and $35.1 million for the nine months ended September 30, 2000 and 1999, respectively.

    Interest and dividends from securities available-for-sale and cash equivalents were $18.9 million and $19.5 million for the quarters ended September 30, 2000 and 1999, and $57.5 million and $56.8 million for the nine months ended September 30, 2000 and 1999, respectively.

4.  Reclassifications.

    Certain amounts in the 1999 financial statements have been reclassified to conform to the presentation used in the 2000 financial statements.

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5.  Finance Receivables.

    Finance receivables are as follows:

6.  Allowance for Credit Losses.

    The analysis of the allowance for credit losses is as follows:

			Quarter Ended September 30,						Nine Months Ended September 30,
			2000			1999			2000			1999
			(In Thousands)
Allowance for credit losses beginning of period			$	390,542		$	357,314		$	367,712		$	350,984
Provision for credit losses charged to expense				102,154			69,728			252,097			196,611
Write-offs				(94,883	)		(75,922	)		(262,511	)		(223,718	)
Recoveries				13,402			12,776			44,074			40,019
Allowance related to receivables contributed or acquired				3,044						12,887
Allowance for credit losses end of period			$	414,259		$	363,896		$	414,259		$	363,896

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7.  Statements of Consolidated Cash Flows.

    The Company and its subsidiaries consider highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. Supplemental disclosure of certain cash flow information is presented below:

8.  Segment Information.

    The Company has three reportable segments: U.S. consumer finance, Canadian consumer finance, and automobile finance. The Company's operating segments are determined by product type and geography. U.S. consumer finance operations make loans to individuals and purchase sales finance contracts through 797 consumer finance branches in 47 states, Guam, Saipan, and Puerto Rico. The U.S. consumer finance segment also issues credit cards through two banking subsidiaries. Canadian consumer finance operations make loans to individuals and purchase sales finance contracts through 148 consumer finance branches in the 10 provinces. Automobile finance operations specialize in purchasing sales finance contracts directly from automobile dealers and making loans secured by automobiles through 189 branches in 33 states and Puerto Rico. Results from insurance operations are included in the appropriate segment.

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Selected financial information for each segment is shown below:

		U.S. Consumer Finance						Canadian Consumer Finance						Automobile Finance						Other*						Eliminations						Total
		2000			1999			2000			1999			2000			1999			2000			1999			2000			1999			2000			1999
		(In Thousands)
Quarter Ended September 30,:
Finance charges and interest		$	298,615		$	231,120		$	62,972		$	59,516		$	103,695		$	96,772		$	27,764		$	22,755		$			$			$	493,046		$	410,163
Intersegment income																								11,718						(11,718	)
Total income			363,156			295,153			73,703			65,385			108,240			101,792			37,846			129,906						(11,718	)		582,945			580,518
Net income			36,610			40,526			9,671			8,509			13,734			9,706			2,220			10,886									62,235			69,627
Nine Months Ended September 30,:
Finance charges and interest			816,549			681,395			186,424			176,080			307,896			288,001			83,833			66,093									1,394,702			1,211,569
Intersegment income																								34,657						(34,657	)
Total income			993,815			862,011			210,649			194,977			321,041			301,780			109,604			323,925						(34,657	)		1,635,109			1,648,036
Net income (loss)			116,543			110,519			21,413			25,031			37,383			35,295			(1,837	)		30,209									173,502			201,054

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Information from other segments below the quantitative threshold are attributable to information services operations, miscellaneous insurance companies, collection services, operations in Argentina and commercial finance operations including rediscounting. Subsidiaries engaged in information services operations were transferred to the Parent on December 15, 1999. Subsidiaries engaged in multiple peril crop insurance were transferred to another subsidiary of Wells Fargo effective June 1, 2000.

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9.  Recent Accounting Standards.

    In June 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 133 (FAS 133), Accounting for Derivative Instruments and Hedging Activities. In July 1999, the FASB issued FAS 137, Deferral of the Effective Date of FASB Statement No. 133, which defers the effective date for implementation of FAS 133 to no later than January 1, 2001 for the Company's financial statements. The Company will implement the Statement when effective and is in the process of completing the analysis required to determine the impact on the financial statements.

10.  Business Combinations and Transfers.

    Effective January 1, 2000, the Parent made a capital contribution, without consideration, to the Company of the issued and outstanding shares of capital stock of two of the Parent's consumer finance subsidiaries (the "Contributed Subsidiaries"). This capital contribution was accounted for as a merger of interests under common control. Accordingly, the assets acquired and liabilities assumed were recorded at historical cost. The contributed subsidiaries had assets totaling $237.8 million and 49 branch offices at the time of the contribution.

    Effective June 1, 2000, the Company transferred the common stock at net book value of its multiple peril crop insurance subsidiary and its wholly owned subsidiary to the Parent, which subsequently transferred it to another affiliate of Wells Fargo. The multiple peril crop insurance subsidiaries had assets of $86.3 million at the time of the transfer and had a $7.2 million loss for the year until the time of the transfer.

    On June 30, 2000, one of the Company's banking subsidiaries purchased approximately $400 million in credit card receivables from Conseco Finance Corp., a subsidiary of Conseco, Inc.

    Effective September 1, 2000, one of the Company's subsidiaries acquired Charter Financial Company, a specialty finance and leasing company. The acquisition was accounted for as a purchase. Charter has a strong presence in Canada where it offers medium-term, fixed rate, full-payout leases and equipment financing to clients in targeted industries. Charter had receivables under management of $190 million at the time of the acquisition.

    Effective October 27, 2000, the Company entered into an agreement to acquire substantially all of the assets and assume certain liabilities of an automobile finance company. The acquisition is to be accounted for as a purchase and is expected to close in the first quarter of 2001. The company to be acquired originates receivables in 33 states, primarily through purchases of automobile contracts from dealers in the eastern United States. Total receivables managed by this company are approximately $880 million at September 30, 2000.

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WELLS FARGO FINANCIAL, INC.
Management's Discussion and Analysis of Financial Condition and Results of Operations

    Statements made in Management's Discussion and Analysis may be forward-looking and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements address management's present expectations about future performance and involve inherent risks and uncertainties. A number of important factors (some of which are beyond the Company's control) could cause actual results to differ materially from those in the forward-looking statements. Those factors include the economic environment, competition, products and pricing in the geographic and business areas in which the Company conducts its operations, prevailing interest rates, changes in government regulations and policies affecting financial services companies, credit quality and credit risk management, acquisitions, and integration of acquired businesses.

    Wells Fargo Financial's performance for the third quarter of 2000 closely paralleled performance for the first nine months of 2000. The discussion and analysis that follows, therefore, is limited to a discussion of the first nine months as a whole and does not include a separate discussion of the third quarter unless otherwise noted.

    Wells Fargo Financial's income for the first nine months of 2000 was $173.5 million compared with $201.1 million for the first nine months of 1999. Net income from ongoing operations, however, increased to $180.7 million for the first nine months of 2000 compared with $176.2 million in the first nine months of 1999. Net income from ongoing operations excludes the results of subsidiaries engaged in the multiple peril crop insurance and information service businesses.

    Well's Fargo Financial's total income (revenue) decreased 1% for the first nine months ($1,635.1 million in the first nine months of 2000 compared with $1,648.0 million in the first nine months of 1999). Total income increased approximately 1% for the third quarter ($582.9 million in the third quarter of 2000 compared with $580.5 million in the third quarter of 1999).

    Income from finance charges and interest increased 15% for the first nine months ($1,394.7 million in the first nine months of 2000 compared with $1,211.6 million in the first nine months of 1999). Changes in income from finance charges and interest result predominantly from (1) changes in the amount of finance receivables outstanding and (2) changes in the rate of charge on those receivables. In total, average finance receivables outstanding in the first nine months of 2000 increased 15% from the first nine months of 1999; average U.S. consumer finance receivables outstanding increased 18%, average Canadian consumer finance receivables outstanding increased 8%, average automobile finance receivables outstanding increased 8%, and average other finance receivables outstanding increased 20%.

    The increases in income from finance charges and interest were due predominantly to growth in average receivables outstanding. Growth in average receivables for all categories was due predominately

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to regular business activity. Changes in the earned rates of charge were due to changes in prevailing market rates combined with a change in the portfolio mix.

    Insurance premiums and commissions decreased 67% ($83.8 million in the first nine months of 2000 compared with $253.8 million in the first nine months of 1999.) Insurance losses and loss expenses decreased 80% ($36.3 million in the first nine months of 2000 compared with $179.8 million in the first nine months of 1999). The decreases were predominantly due to decreases in insurance premiums and commissions and insurance losses and loss expenses on multiple peril crop insurance. The Company transferred the multiple peril crop insurance operations to another affiliate of Wells Fargo on June 1, 2000.

    Other income decreased 14% ($156.6 million in the first nine months of 2000 compared with $182.7 million in the first nine months of 1999). The decrease in other income was due predominantly to the elimination of income from the sale of information services in 2000 due to the transfer of this business to the Parent on December 15, 1999.

    Operating expenses increased 5% ($606.0 million in the first nine months of 2000 compared with $576.6 million in the first nine months of 1999). The increase was due primarily to increases in employee compensation and benefits and other costs relating to business expansion.

    Interest and debt expense increased 22% ($466.1 million in the first nine months of 2000 compared with $381.6 million in the first nine months of 1999). Changes in interest and debt expense result predominantly from (1) changes in the amount of borrowings outstanding and (2) changes in the cost of those borrowings. Average total outstanding borrowings in the first nine months of 2000 increased 14% from the first nine months of 1999.

    Changes in average debt outstanding generally correspond to changes in average finance receivables outstanding combined with the change in notes receivable—affiliates. Average finance receivables and notes receivable—affiliates increased 14% from the first nine months of 1999.

    Provision for credit losses increased 28% ($252.1 million in the first nine months of 2000 compared with $196.6 million in the first nine months of 1999). Net write-offs increased 19% in the first nine months of 2000.

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    During 2000, the provision for credit losses exceeded net write-offs by $33.7 million. At September 30, 2000, the Company had an allowance for credit losses of $414.3 million (4.00% of receivables) compared with $367.7 million (4.05% of receivables) at December 31, 1999. There were no material changes in estimation methods and assumptions during 2000 and 1999. Non-accrual finance receivables were $51.6 million at September 30, 2000 compared with $41.3 million at December 31, 1999. In addition, finance receivables outstanding which were more than three payments contractually delinquent and which were still accruing interest were $136.6 million at September 30, 2000 compared with $110.9 million at December 31, 1999. Management believes the allowance for credit losses at September 30, 2000, is adequate to absorb probable losses on existing receivables in the finance receivables portfolio.

    Income taxes decreased 10% ($101.2 million in the first nine months of 2000 compared with $112.3 million in the first nine months of 1999). Income before income taxes decreased 12% ($274.7 million in the first nine months of 2000 compared with $313.4 million in the first nine months of 1999.) The effective tax rate was 36.8% for the first nine months of 2000 compared with 35.8% for the first nine months of 1999.

    The Company maintains bank lines of credit and revolving credit agreements to provide an alternative source of liquidity to support the Company's commercial paper borrowings. At September 30, 2000, lines of credit and revolving credit agreements totaling $1,466 million were being maintained at 32 domestic and international banks; the entire amount was available on that date. Additionally, the Company's bank subsidiaries, Wells Fargo Financial Bank and Wells Fargo Financial National Bank, have access to federal funds borrowings. At September 30, 2000, federal funds availability at the two banks was $605 million.

    The Company and a Canadian subsidiary obtain long-term debt capital primarily from the issuance of debt securities to the public through underwriters on a firm-commitment basis and the issuance of debt securities to institutional investors. The Company and a Canadian subsidiary also obtain long-term debt from the issuance of medium-term notes (which have maturities ranging from nine months to 30 years) through underwriters (acting as agent or principal).

    The Company anticipates the continued availability of borrowed funds, at prevailing interest rates, to provide for Wells Fargo Financial's growth in the foreseeable future. Funds are also generated internally from payments of principal and interest on Wells Fargo Financial's finance receivables.

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PART II. OTHER INFORMATION
WELLS FARGO FINANCIAL, INC.

Item 5.  Other Information.

RATIOS OF EARNINGS TO FIXED CHARGES

    The following table sets forth the ratios of earnings to fixed charges of Wells Fargo Financial, Inc. and its subsidiaries for the periods indicated:

    The ratios of earnings to fixed charges have been computed by dividing net earnings plus fixed charges and income taxes by fixed charges. Fixed charges consist of interest and debt expense plus one-third of rentals (which is deemed representative of the interest factor).

Item 6.  Exhibits and Reports on Form 8-K.

(a)

Exhibits:

Exhibit (12)

Computation of ratios of earnings to fixed charges for the years ended December 31, 1999, 1998, 1997, 1996 and 1995 and the nine months ended September 30, 2000.

(b)

Reports on 8-K

On July 11, 2000 the Company filed a current report on Form 8-K relating to the changing of the corporate name from "Norwest Financial Inc." to "Wells Fargo Financial, Inc." effective as of the close of business on June 30, 2000.

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SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		WELLS FARGO FINANCIAL, INC.
Date: November 8, 2000
		By	/s/ ERIC TORKELSON    Eric Torkelson Senior Vice President and Controller (Principal Accounting Officer)

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QuickLinks

PART I. FINANCIAL INFORMATION
WELLS FARGO FINANCIAL, INC. Notes to Consolidated Financial Statements (Unaudited)
PART II. OTHER INFORMATION WELLS FARGO FINANCIAL, INC.
RATIOS OF EARNINGS TO FIXED CHARGES
SIGNATURES

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