WELLS FARGO & CO/MN (Form: 10-Q, Received: 05/08/2003 15:50:42)

		Shares Outstanding April 30, 2003
Common stock, $1—2/3 par value		1,675,110,108

Exhibit 99 (e)

DESCRIPTION OF WELLS FARGO & COMPANY COMMON STOCK

Wells Fargo & Company is filing this exhibit with the Securities and Exchange Commission to place on file with the Commission a description of its common stock, par value $1–2/3 per share. From time to time Wells Fargo may incorporate this description into prospectuses covering shares of such common stock. References in this exhibit to “Wells Fargo,” “we,” “our” and “us” mean Wells Fargo & Company unless the context indicates otherwise.

The description of our common stock contained in this exhibit is qualified by reference to our restated certificate of incorporation, as amended, including the certificates of designations for our preferred stock, and to our bylaws. You should read these documents for complete information on our common stock. We file these documents, as well as other instruments that define the rights of holders of our common stock, as exhibits to our annual reports on Form 10–K and our quarterly reports on Form 10–Q filed with the SEC. Also, from time to time we might file an amendment to these documents or a new instrument that defines the rights of holders of our common stock as an exhibit to a current report on Form 8–K filed with the SEC. In each case, we identify such exhibits in the exhibit index or elsewhere in the report with the number 3 or 4.

The description of our common stock contained in this exhibit supersedes the description included as Exhibit 99 to our current report on Form 8–K filed October 14, 1997. From time to time we might update the description of our common stock contained in this exhibit by information provided in our reports on Forms 10-K, 10-Q and 8-K and in other documents filed with the SEC.

General

Shares Authorized and Outstanding . As of the filing date of the report which includes this exhibit, we are authorized to issue 6,000,000,000 shares of common stock. At March 31, 2003, we had issued 1,736,381,025 shares of our common stock, of which 1,674,926,083 shares were outstanding and 61,454,942 shares were held as treasury shares.

Dividends . Holders of our common stock may receive dividends when declared by our board of directors out of funds that we can legally use to pay dividends. We may pay dividends in cash, stock or other property. In some cases, holders of our common stock may not receive dividends until we have satisfied our obligations to holders of outstanding preferred stock. Other restrictions on our ability to pay dividends are described below under “Restrictions on Payment of Dividends.”

Voting Rights . Holders of our common stock have the exclusive right to vote on all matters presented to our stockholders unless Delaware law or the certificate of designations for an outstanding series of preferred stock gives the holders of that series of preferred stock the right to vote on certain matters. Each holder of our common stock is entitled to one vote per share. Holders of our common stock have no cumulative voting rights for the election of directors. This means a holder of a single share of common stock cannot cast more than one vote for each position to be filled on our board of directors. It also means the holders of a majority of the shares of common stock entitled to vote in the election of directors can elect all directors standing for election and the holders of the remaining shares will not be able to elect any directors. Our board of directors is not classified.

Other Rights . If we voluntarily or involuntarily liquidate, dissolve or wind up our business, holders of our common stock will receive pro rata, according to shares held by them, any of our remaining assets available for distribution to stockholders after we have provided for payment of all debts and other liabilities, including any liquidation preference for outstanding shares of preferred stock. When we issue securities in the future, holders of our common stock have no preemptive rights with respect to those securities. This means the holders of our common stock have no right, as holders of our common stock, to buy any portion of those issued securities. Holders of our common stock have no rights to have their shares of common stock redeemed by us or to convert their shares of common stock into shares of any other class of our capital stock.

Listing. Outstanding shares of our common stock are listed on the New York and Chicago Stock Exchanges under the symbol “WFC.” Wells Fargo Bank Minnesota, National Association is the transfer agent and registrar for our common stock.

Fully Paid . Outstanding shares of our common stock are fully paid and non–assessable. This means the full purchase price for the shares has been paid and the holders of the shares will not be assessed any additional amounts for the shares. In general, shares of our common stock that we may issue in the future will be fully paid and non–assessable. Refer to the prospectus covering the shares in question for any exception.

Restrictions on Payment of Dividends

We are incorporated in Delaware and are governed by the Delaware General Corporation Law. Delaware law allows a corporation to pay dividends only out of surplus, as determined under Delaware law or, if there is no surplus, out of net profits for the fiscal year in which the dividend was declared and for the preceding fiscal year. Under Delaware law, however, we cannot pay dividends out of net profits if, after we pay the dividend, our capital would be less than the capital represented by the outstanding stock of all classes having a preference upon the distribution of assets.

As a bank holding company, our ability to pay dividends is affected by the ability of our bank and non–bank subsidiaries to pay dividends to us. Various federal laws limit the amount of dividends our national bank subsidiaries can pay to us without regulatory approval. State-chartered banks are subject to state regulations that limit dividends. Refer to our most recent annual report on Form 10–K for more information about restrictions on the ability of our subsidiaries to pay us dividends.

Restrictions on Ownership of Our Common Stock

The Bank Holding Company Act of 1956 requires any “bank holding company” (as defined in that Act) to obtain the approval of the Board of Governors of the Federal Reserve System prior to acquiring more than 5% of our outstanding common stock. Any person other than a bank holding company is required to obtain prior approval of the Federal Reserve Board to acquire 10% or more of our outstanding common stock under the Change in Bank Control Act. Any holder of 25% or more of our outstanding common stock, other than an individual, is subject to regulation as a bank holding company under the Bank Holding Company Act.

Anti-takeover Provisions in the Restated Certificate of Incorporation and Bylaws

Certain provisions of our restated certificate of incorporation, as amended, could make it less likely that our management would be changed or someone would acquire voting control of us without the consent of our board of directors. These provisions could delay, deter or prevent tender offers or takeover attempts that stockholders might believe are in their best interests, including tender offers or takeover attempts that could allow stockholders to receive premiums over the market price of their common stock.

Preferred Stock . Our board of directors can at any time, under our restated certificate of incorporation, as amended, and without stockholder approval, issue one or more new series of preferred stock. In some cases, the issuance of preferred stock could discourage or make more difficult attempts to take control of us through a merger, tender offer, proxy context or otherwise. Preferred stock with special voting rights or other features issued to persons favoring our management could stop a takeover by preventing the person trying to take control of us from acquiring enough voting shares necessary to take control.

Nomination Procedures . Holders of our common stock can nominate candidates for our board of directors. A stockholder must follow the advance notice procedures described in our bylaws. In general, to nominate a person for election to our board of directors at a meeting of our stockholders, a stockholder must submit a written notice of the proposed nomination to our corporate secretary at least 30 but not more than 60 days before the meeting.

Proposal Procedures . Under our bylaws, a stockholder can propose at an annual meeting of our stockholders that business other than nominations to our board of directors be considered only if the stockholder follows the advance notice procedures described in our bylaws. In general, a stockholder must submit a written notice of the proposal and the stockholder’s interest in the proposal to our corporate secretary at least 90 but not more than 120 days before the date set for the annual meeting of our stockholders.

Rights Plan . Although we do not have a stockholder rights plan (commonly referred to as a “poison pill”) as of the filing date of the report which includes this exhibit, under Delaware law, our board of directors can adopt such a plan without stockholder approval. If adopted, a stockholder rights plan could operate to cause substantial dilution to a person or group that attempts to acquire us on terms not approved by our board of directors.

Amendment of Bylaws . Under our bylaws, our board of directors can adopt, amend or repeal the bylaws, subject to limitations under the Delaware General Corporation Law. Our stockholders also have the power to change or repeal our bylaws.

Preferred Stock

As of the filing date of the report which includes this exhibit, we are authorized to issue, without further stockholder approval, 24,000,000 shares of preferred stock, consisting of 20,000,000 shares of preferred stock and 4,000,000 shares of preference stock, including shares issued or reserved for issuance. At March 31, 2003, we had 1,817,175 shares of preferred stock issued and outstanding. We had not issued any shares of preference stock as of March 31, 2003. When we refer to “preferred stock” in this exhibit, we mean preferred stock and preference stock unless the context indicates otherwise.

Our board of directors is authorized to issue preferred stock in one or more series, to fix the number of shares in each series, and to determine the designations and voting powers, preferences, and relative, participating, optional or other special rights, and qualifications, limitations or restrictions of each series, all without any vote or other action on the part of the holders of our common stock. We can issue shares of preferred stock at any time in any amount, provided that not more than 24,000,000 shares of preferred stock are outstanding at any one time.

Shares of our common stock are subject to the rights of holders of our preferred stock. Our preferred stockholders are entitled to payment of dividends on their preferred stock before we can pay dividends on our common stock. If we voluntarily or involuntarily liquidate, dissolve or wind up our business, our preferred stockholders are entitled to receive, out of any assets remaining for distribution to stockholders, all accrued and unpaid dividends on their preferred

stock and any liquidation preference for their preferred stock before holders of our common stock receive any distribution of assets with respect to their common stock.

Delaware		41-0449260
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

		Page
PART I	Financial Information
Item 1.	Financial Statements
	Consolidated Statement of Income	2
	Consolidated Balance Sheet	3
	Consolidated Statement of Changes in Stockholders' Equity and Comprehensive Income	4
	Consolidated Statement of Cash Flows	5
	Notes to Financial Statements	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)
	Summary Financial Data	28
	Overview	29
	Critical Accounting Policies	31
	Earnings Performance	31
	Net Interest Income	31
	Noninterest Income	34
	Noninterest Expense	36
	Operating Segment Results	37
	Balance Sheet Analysis	38
	Securities Available for Sale	38
	Loan Portfolio	40
	Nonaccrual Loans and Other Assets	41
	Loans 90 Days Past Due and Still Accruing	42
	Allowance for Loan Losses	43
	Other Assets	44
	Deposits	45
	Regulatory and Agency Capital Requirements	45
	Off-Balance Sheet Arrangements and Contractual Obligations	46
	Asset/Liability and Market Risk Management	47
	Capital Management	51
	Factors that May Affect Future Results	51
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	47
Item 4.	Controls and Procedures
	Evaluation of Disclosure Controls and Procedures	58
	Changes in Internal Controls	58
PART II	Other Information
Item 6.	Exhibits and Reports on Form 8-K	59
Signature		62
Certifications		63


			Quarter ended March 31,
(in millions, except per share amounts)			2003			2002

INTEREST INCOME
Securities available for sale			$	453		$	656
Mortgages held for sale				814			591
Loans held for sale				67			69
Loans				3,410			3,292
Other interest income				62			73

		Total interest income		4,806			4,681

INTEREST EXPENSE
Deposits				427			494
Short-term borrowings				95			174
Long-term debt				330			331
Guaranteed preferred beneficial interests in Company's subordinated debentures				27			27

		Total interest expense		879			1,026

NET INTEREST INCOME				3,927			3,655
Provision for loan losses				425			490

Net interest income after provision for loan losses				3,502			3,165

NONINTEREST INCOME
Service charges on deposit accounts				553			505
Trust and investment fees				422			439
Credit card fees				243			201
Other fees				368			311
Mortgage banking				561			359
Insurance				266			263
Net gains on debt securities available for sale				18			37
Net losses from equity investments				(98	)		(19	)
Other				249			205

		Total noninterest income		2,582			2,301

NONINTEREST EXPENSE
Salaries				1,141			1,076
Incentive compensation				447			357
Employee benefits				419			329
Equipment				269			236
Net occupancy				296			269
Net gains on dispositions of premises and equipment				(4	)		(2	)
Other				1,202			1,063

		Total noninterest expense		3,770			3,328

INCOME BEFORE INCOME TAX EXPENSE AND EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE				2,314			2,138
Income tax expense				822			759

NET INCOME BEFORE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE				1,492			1,379
Cumulative effect of change in accounting principle				—			(276	)

NET INCOME			$	1,492		$	1,103

NET INCOME APPLICABLE TO COMMON STOCK			$	1,491		$	1,102

EARNINGS PER COMMON SHARE BEFORE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE
	Earnings per common share		$	.89		$	.81

	Diluted earnings per common share		$	.88		$	.80

EARNINGS PER COMMON SHARE
	Earnings per common share		$	.89		$	.65

	Diluted earnings per common share		$	.88		$	.64

DIVIDENDS DECLARED PER COMMON SHARE			$	.30		$	.26

Average common shares outstanding				1,681.5			1,703.0

Diluted average common shares outstanding				1,694.1			1,718.9


(in millions, except shares)		March 31, 2003			December 31, 2002			March 31, 2002

ASSETS
Cash and due from banks		$	16,011		$	17,820		$	14,559
Federal funds sold and securities purchased under resale agreements			4,982			3,174			2,788
Securities available for sale			26,168			27,947			40,085
Mortgages held for sale			62,610			51,154			26,266
Loans held for sale			7,075			6,665			5,315
Loans			205,954			196,634			178,447
Allowance for loan losses			3,887			3,862			3,842

	Net loans		202,067			192,772			174,605

Mortgage servicing rights, net			4,183			4,489			7,138
Premises and equipment, net			3,680			3,688			3,660
Goodwill			9,799			9,753			9,733
Other assets			33,094			31,797			27,360

	Total assets	$	369,669		$	349,259		$	311,509

LIABILITIES
Noninterest-bearing deposits		$	75,330		$	74,094		$	60,728
Interest-bearing deposits			160,544			142,822			128,840

	Total deposits		235,874			216,916			189,568
Short-term borrowings			33,196			33,446			33,408
Accrued expenses and other liabilities			19,961			18,334			16,482
Long-term debt			46,982			47,320			40,839
Guaranteed preferred beneficial interests in Company's subordinated debentures			2,885			2,885			2,885
STOCKHOLDERS' EQUITY
Preferred stock			430			251			389
Unearned ESOP shares			(382	)		(190	)		(338	)

	Total preferred stock		48			61			51
Common stock—$1—2/3 par value, authorized 6,000,000,000 shares; issued 1,736,381,025 shares			2,894			2,894			2,894
Additional paid-in capital			9,514			9,498			9,472
Retained earnings			20,349			19,394			16,609
Cumulative other comprehensive income			913			976			676
Treasury stock—61,454,942 shares, 50,474,518 shares and 27,844,043 shares			(2,947	)		(2,465	)		(1,375	)

	Total stockholders' equity		30,771			30,358			28,327

	Total liabilities and stockholders' equity	$	369,669		$	349,259		$	311,509


(in millions, except shares)			Number of shares	Preferred stock			Unearned ESOP shares			Common stock		Additional paid-in capital			Retained earnings			Treasury stock			Cumulative other comprehensive income			Total stockholders' equity

BALANCE DECEMBER 31, 2001				$	218		$	(154	)	$	2,894	$	9,436		$	16,005		$	(1,937	)	$	752		$	27,214

Comprehensive income
	Net income															1,103									1,103
	Other comprehensive income, net of tax:
		Net unrealized losses on securities available for sale and other retained interests, net of reclassification of $26 million of net gains included in net income																				(137	)		(137	)
		Net unrealized gains on derivatives and hedging activities, net of reclassification of $68 million of net losses on cash flow hedges included in net income																				61			61

Total comprehensive income																									1,027
Common stock issued			4,100,927										22			(54	)		175						143
Common stock issued for acquisitions			10,373,249										(5	)					458						453
Common stock repurchased			2,781,496																(131	)					(131	)
Preferred stock (238,000) issued to ESOP					238			(255	)				17												—
Preferred stock released to ESOP								71					(5	)											66
Preferred stock (66,611) converted to common shares			1,349,305		(67	)							7						60						—
Preferred stock dividends																(1	)								(1	)
Common stock dividends																(444	)								(444	)

Net change					171			(184	)		—		36			604			562			(76	)		1,113

BALANCE MARCH 31, 2002				$	389		$	(338	)	$	2,894	$	9,472		$	16,609		$	(1,375	)	$	676		$	28,327

BALANCE DECEMBER 31, 2002				$	251		$	(190	)	$	2,894	$	9,498		$	19,394		$	(2,465	)	$	976		$	30,358

Comprehensive income
	Net income															1,492									1,492
	Other comprehensive income, net of tax:
		Translation adjustments																				8			8
		Net unrealized losses on securities available for sale and other retained interests, net of reclassification of $8 million of net gains included in net income																				(113	)		(113	)
		Net unrealized gains on derivatives and hedging activities, net of reclassification of $23 million of net losses on cash flow hedges included in net income																				42			42

Total comprehensive income																									1,429
Common stock issued			3,588,368										5			(30	)		171						146
Common stock repurchased			16,359,432																(744	)					(744	)
Preferred stock (260,200) issued to ESOP					260			(279	)				19												—
Preferred stock released to ESOP								87					(6	)											81
Preferred stock (80,585) converted to common shares			1,790,640		(81	)							(2	)					83						—
Preferred stock dividends																(1	)								(1	)
Common stock dividends																(506	)								(506	)
Change in Rabbi trust assets and similar arrangements (classified as treasury stock)																			8						8

Net change					179			(192	)		—		16			955			(482	)		(63	)		413

BALANCE MARCH 31, 2003				$	430		$	(382	)	$	2,894	$	9,514		$	20,349		$	(2,947	)	$	913		$	30,771


			Quarter ended March 31,
(in millions)			2003			2002

Cash flows from operating activities:
	Net income		$	1,492		$	1,103
	Adjustments to reconcile net income to net cash provided by operating activities:
		Provision for loan losses		425			490
		Depreciation and amortization		1,063			935
		Net gains on securities available for sale		(13	)		(41	)
		Net gains on mortgage loan origination/sales activities		(637	)		(120	)
		Net losses (gains) on sales of loans		1			(6	)
		Net gains on dispositions of premises and equipment		(4	)		(2	)
		Net gains on dispositions of operations		(27	)		(3	)
		Release of preferred shares to ESOP		81			66
		Net decrease in trading assets		1,923			—
		Deferred income tax expense		28			420
		Net increase in accrued interest receivable		(46	)		(57	)
		Net (decrease) increase in accrued interest payable		(9	)		3
		Originations of mortgages held for sale		(90,520	)		(60,314	)
		Proceeds from sales of mortgages held for sale		77,989			65,811
		Principal collected on mortgages held for sale		824			276
		Net increase in loans held for sale		(410	)		(570	)
		Other assets, net		(547	)		(2,168	)
		Other accrued expenses and liabilities, net		1,486			(657	)

Net cash (used) provided by operating activities				(6,901	)		5,166

Cash flows from investing activities:
	Securities available for sale:
		Proceeds from sales		818			2,084
		Proceeds from prepayments and maturities		2,713			2,176
		Purchases		(2,109	)		(3,050	)
	Net cash paid for acquisitions			(763	)		(553	)
	Net decrease (increase) in banking subsidiaries' loans resulting from collections and originations			1,402			(3,914	)
	Proceeds from sales (including participations) of loans by banking subsidiaries			599			355
	Purchases (including participations) of loans by banking subsidiaries			(9,869	)		(250	)
	Principal collected on nonbank entities' loans			6,804			2,843
	Loans originated by nonbank entities			(4,281	)		(3,175	)
	Purchases of loans by nonbank entities			(3,682	)		—
	Proceeds from dispositions of operations			30			3
	Proceeds from sales of foreclosed assets			74			145
	Net increase in federal funds sold and securities purchased under resale agreements			(1,808	)		(116	)
	Net increase in mortgage servicing rights			(871	)		(1,609	)
	Other, net			(1,191	)		412

Net cash used by investing activities				(12,134	)		(4,649	)

Cash flows from financing activities:
	Net increase (decrease) in deposits			18,958			(2,013	)
	Net decrease in short-term borrowings			(250	)		(5,261	)
	Proceeds from issuance of long-term debt			7,364			7,489
	Repayment of long-term debt			(7,769	)		(3,092	)
	Proceeds from issuance of guaranteed preferred beneficial interests in Company's subordinated debentures			—			450
	Proceeds from issuance of common stock			137			114
	Repurchase of common stock			(744	)		(131	)
	Payment of cash dividends on preferred and common stock			(507	)		(445	)
	Other, net			37			(37	)

Net cash provided (used) by financing activities				17,226			(2,926	)

	Net change in cash and due from banks			(1,809	)		(2,409	)
Cash and due from banks at beginning of quarter				17,820			16,968

Cash and due from banks at end of quarter			$	16,011		$	14,559

Supplemental disclosures of cash flow information:
	Cash paid during the quarter for:
		Interest	$	870		$	1,029
		Income taxes		528			422
	Noncash investing and financing activities:
		Transfers from loans to foreclosed assets	$	135		$	162
		Net transfers between loans and mortgages held for sale		43			1,232


(in millions)	Date	Assets

Certain assets of Towle Financial Services/Midwest, Inc., Minneapolis, Minnesota	January 1	$	5
Certain assets of Wraith, Scarlett & Randolph Insurance Services, Inc., Woodland, California	January 1		1
Pate Insurance Agency, Homer, Alaska	January 1		1
Certain assets of Montgomery Asset Management, LLC, San Francisco, California	January 18		36
Certain assets of Telmark, LLC, Syracuse, New York	February 28		660

		$	703

		March 31, 2003				March 31, 2002

(in millions)		Gross carrying amount		Accumulated amortization		Gross carrying amount		Accumulated amortization

Amortized intangible assets:
	Mortgage servicing rights, before valuation allowance(1)	$	12,306	$	5,654	$	11,861	$	3,257
	Core deposit intangibles		2,415		1,584		2,414		1,433
	Other		380		261		294		191

	Total	$	15,101	$	7,499	$	14,569	$	4,881

Unamortized intangible asset (trademark)		$	14			$	14

(in millions)	Mortgage servicing rights		Core deposit intangibles		Other		Total


Quarter ended March 31, 2003 (actual)	$	803	$	37	$	6	$	846
Nine months ended December 31, 2003 (estimate)		1,871		105		16		1,992
Estimate for year ended December 31,
2004		1,743		131		20		1,894
2005		1,104		120		16		1,240
2006		686		108		13		807
2007		442		99		11		552
2008		286		91		10		387

(in millions)		Community Banking		Wholesale Banking			Wells Fargo Financial			Consolidated Company


Balance December 31, 2001		$	6,265	$	2,655		$	607		$	9,527
	Goodwill from business combinations		586		17			7			610
	Transitional goodwill impairment charge		—		(133	)		(271	)		(404	)

Balance March 31, 2002		$	6,851	$	2,539		$	343		$	9,733

Balance December 31, 2002		$	6,869	$	2,541		$	343		$	9,753
	Goodwill from business combinations		—		43			—			43
	Foreign currency translation adjustments		—		—			3			3

Balance March 31, 2003		$	6,869	$	2,584		$	346		$	9,799

		Shares issued and outstanding			Carrying amount (in millions)									Adjustable dividends rate

		Mar. 31, 2003	Dec. 31, 2002	Mar. 31, 2002	Mar. 31, 2003			Dec. 31, 2002			Mar. 31, 2002			Minimum		Maximum

Adjustable-Rate Cumulative, Series B (1)		1,460,000	1,460,000	1,460,000	$	73		$	73		$	73		5.50	%	10.50	%
2003 ESOP Cumulative Convertible (2)		183,143	—	—		183			—			—		8.50		9.50
2002 ESOP Cumulative Convertible (2)		60,521	64,049	174,913		60			64			175		10.50		11.50
2001 ESOP Cumulative Convertible (2)		46,126	46,126	58,426		46			46			58		10.50		11.50
2000 ESOP Cumulative Convertible (2)		34,742	34,742	39,812		35			35			40		11.50		12.50
1999 ESOP Cumulative Convertible (2)		13,222	13,222	15,552		13			13			15		10.30		11.30
1998 ESOP Cumulative Convertible (2)		5,095	5,095	6,145		5			5			6		10.75		11.75
1997 ESOP Cumulative Convertible (2)		5,876	5,876	7,576		6			6			8		9.50		10.50
1996 ESOP Cumulative Convertible (2)		5,407	5,407	7,707		6			6			8		8.50		9.50
1995 ESOP Cumulative Convertible (2)		3,043	3,043	5,543		3			3			5		10.00		10.00
ESOP Cumulative Convertible (2)		—	—	1,002		—			—			1		9.00		9.00
Unearned ESOP shares (3)		—	—	—		(382	)		(190	)		(338	)	—		—

	Total	1,817,175	1,637,560	1,776,676	$	48		$	61		$	51

	Community Banking				Wholesale Banking					Wells Fargo Financial					Reconciliation column (2)						Consolidated Company

(income/expense in millions, average balances in billions)	Community Banking				Wholesale Banking					Wells Fargo Financial					Reconciliation column (2)						Consolidated Company
	2003		2002		2003		2002			2003		2002			2003			2002			2003		2002

Quarter ended March 31,
Net interest income (1)	$	2,852	$	2,647	$	555	$	570		$	523	$	441		$	(3	)	$	(3	)	$	3,927	$	3,655
Provision for loan losses		231		276		53		85			141		129			—			—			425		490
Noninterest income		1,794		1,535		716		657			91		91			(19	)		18			2,582		2,301
Noninterest expense		2,777		2,397		684		660			308		270			1			1			3,770		3,328

Income (loss) before income tax expense (benefit) and effect of change in accounting principle		1,638		1,509		534		482			165		133			(23	)		14			2,314		2,138
Income tax expense (benefit)		583		532		184		173			63		49			(8	)		5			822		759

Net income (loss) before effect of change in accounting principle		1,055		977		350		309			102		84			(15	)		9			1,492		1,379
Cumulative effect of change in accounting principle		—		—		—		(98	)		—		(178	)		—			—			—		(276	)

Net income (loss)	$	1,055	$	977	$	350	$	211		$	102	$	(94	)	$	(15	)	$	9		$	1,492	$	1,103

Average loans	$	132	$	108	$	49	$	50		$	18	$	14		$	—		$	—		$	199	$	172
Average assets		255		222		75		70			19		16			6			6			355		314
Average core deposits		176		160		21		18			—		—			—			—			197		178

			Quarter ended March 31, 2003

(in millions)			Parent			WFFI		Other consolidating subsidiaries		Eliminations			Consolidated Company

Dividends from subsidiaries:
	Bank		$	993		$	—	$	—	$	(993	)	$	—
	Nonbank			45			—		—		(45	)		—
Interest income from loans				2			634		2,774		—			3,410
Interest income from subsidiaries				109			—		—		(109	)		—
Other interest income				16			19		1,361		—			1,396

		Total interest income		1,165			653		4,135		(1,147	)		4,806
Short-term borrowings				23			22		66		(16	)		95
Long-term debt				122			146		122		(60	)		330
Other interest expense				—			—		454		—			454

		Total interest expense		145			168		642		(76	)		879

NET INTEREST INCOME				1,020			485		3,493		(1,071	)		3,927
Provision for loan losses				—			144		281		—			425

Net interest income after provision for loan losses				1,020			341		3,212		(1,071	)		3,502

NONINTEREST INCOME
Fee income—non-affiliates				—			52		1,534		—			1,586
Other				30			49		939		(22	)		996

		Total noninterest income		30			101		2,473		(22	)		2,582

NONINTEREST EXPENSE
Salaries and benefits				42			165		1,800		—			2,007
Other				10			129		1,635		(11	)		1,763

		Total noninterest expense		52			294		3,435		(11	)		3,770

INCOME BEFORE INCOME TAX (BENEFIT) EXPENSE AND EQUITY IN UNDISTRIBUTED INCOME OF SUBSIDIARIES				998			148		2,250		(1,082	)		2,314
Income tax (benefit) expense				(38	)		56		804		—			822
Equity in undistributed income of subsidiaries				456			—		—		(456	)		—

NET INCOME			$	1,492		$	92	$	1,446	$	(1,538	)	$	1,492

	March 31, 2003					December 31, 2002

(in millions)	Credit risk amount (2)		Estimated net fair value			Credit risk amount (2)		Estimated net fair value

ASSET/LIABILITY MANAGEMENT HEDGES (1)
Interest rate contracts	$	2,795	$	2,456		$	3,438	$	2,631
CUSTOMER ACCOMMODATIONS AND TRADING (1)
Interest rate contracts		3,190		259			3,343		31
Commodity contracts		45		(6	)		28		4
Equity contracts		52		13			29		(20	)
Foreign exchange contracts		272		41			271		30
Credit contracts		44		(13	)		52		(11	)

			Quarter ended March 31,

			Quarter ended March 31,						% Change
(in millions)			2003			2002			% Change

Service charges on deposit accounts			$	553		$	505		10	%
Trust and investment fees:
	Asset management and custody fees			178			179		(1	)
	Mutual fund and commission fees			238			255		(7	)
	All other			6			5		20

		Total trust and investment fees		422			439		(4	)
Credit card fees				243			201		21
Other fees:
	Cash network fees			42			48		(13	)
	Charges and fees on loans			180			133		35
	All other			146			130		12

		Total other fees		368			311		18
Mortgage banking:
	Origination and other closing fees			276			220		25
	Servicing fees, net of amortization and provision for impairment			(443	)		(73	)	507
	Net gains on mortgage loan origination/sales activities			637			120		431
	All other			91			92		(1	)

		Total mortgage banking		561			359		56
Insurance				266			263		1
Net gains on debt securities available for sale				18			37		(51	)
Net losses from equity investments				(98	)		(19	)	416
Net (losses) gains on sales of loans				(1	)		6		—
Net gains on dispositions of operations				27			3		800
All other				223			196		14

		Total	$	2,582		$	2,301		12	%

						Quarter ended March 31,

						2003						2002
(in millions)						Average balance		Yields/ rates		Interest income/ expense		Average balance		Yields/ rates		Interest income/ expense

EARNING ASSETS
Federal funds sold and securities purchased under resale agreements						$	3,101	1.32	%	$	10	$	2,391	1.88	%	$	11
Debt securities available for sale (3):
	Securities of U.S. Treasury and federal agencies						1,294	5.31			16		2,044	5.85			29
	Securities of U.S. states and political subdivisions						2,040	8.76			42		2,080	8.31			41
	Mortgage-backed securities:
		Federal agencies					17,709	7.82			321		29,146	7.09			504
		Private collateralized mortgage obligations					2,025	7.27			35		2,692	6.91			46

			Total mortgage-backed securities				19,734	7.76			356		31,838	7.08			550
	Other debt securities (4)						3,013	7.56			56		3,198	7.69			58

				Total debt securities available for sale (4)			26,081	7.69			470		39,160	7.13			678
Mortgages held for sale (3)							58,422	5.57			814		37,149	6.34			591
Loans held for sale (3)							7,002	3.88			67		5,084	5.51			69
Loans:
	Commercial						47,007	6.26			727		46,667	7.04			810
	Real estate 1-4 family first mortgage						41,713	5.33			554		26,629	6.46			430
	Other real estate mortgage						25,385	5.68			357		25,286	6.40			400
	Real estate construction						7,908	5.27			103		8,032	5.73			113
	Consumer:
		Real estate 1-4 family junior lien mortgage					32,076	6.99			553		24,449	7.95			481
		Credit card					7,400	12.44			230		6,572	12.24			202
		Other revolving credit and monthly payment					27,383	9.69			656		23,548	10.49			611

			Total consumer				66,859	8.70			1,439		54,569	9.56			1,294
	Lease financing						8,371	6.83			142		9,362	7.27			170
	Foreign						1,951	18.60			91		1,583	19.76			78

				Total loans (5)			199,194	6.92			3,413		172,128	7.73			3,295
Other							7,115	2.92			52		6,104	4.17			62

					Total earning assets	$	300,915	6.49			4,826	$	262,016	7.26			4,706

FUNDING SOURCES
Deposits:

				Mar. 31, 2003				Dec. 31, 2002				Mar. 31, 2002

(in millions)				Cost		Estimated fair value		Cost		Estimated fair value		Cost		Estimated fair value

Securities of U.S. Treasury and federal agencies				$	1,138	$	1,195	$	1,315	$	1,381	$	1,856	$	1,900
Securities of U.S. states and political subdivisions					2,192		2,330		2,232		2,382		2,391		2,454
Mortgage-backed securities:
	Federal agencies				15,994		17,154		17,766		19,090		29,161		29,578
	Private collateralized mortgage obligations (1)				2,205		2,297		1,775		1,880		2,817		2,824

		Total mortgage-backed securities			18,199		19,451		19,541		20,970		31,978		32,402
Other					2,584		2,667		2,608		2,658		2,558		2,588

	Total debt securities				24,113		25,643		25,696		27,391		38,783		39,344
Marketable equity securities					569		525		598		556		684		741

			Total	$	24,682	$	26,168	$	26,294	$	27,947	$	39,467	$	40,085

(in billions)		Fair value		Net unrealized gain (loss)			Remaining maturity


At March 31, 2003		$	19.5	$	1.3		4 yrs., 7 mos.
At March 31, 2003, assuming a 200 basis point:
	Increase in interest rates		17.5		(.7	)	8 yrs., 9 mos.
	Decrease in interest rates		19.9		1.7		1 yr., 8 mos.

									% Change Mar. 31, 2003 from

(in millions)			Mar. 31, 2003		Dec. 31, 2002		Mar. 31, 2002		Dec. 31, 2002		Mar. 31, 2002

Commercial (1)			$	48,147	$	47,292	$	47,388	2	%	2	%
Real estate 1-4 family first mortgage				44,492		40,976		30,862	9		44
Other real estate mortgage (2)				25,629		25,312		25,555	1		—
Real estate construction				8,032		7,804		7,999	3		—
Consumer:
	Real estate 1-4 family junior lien mortgage			33,175		31,290		25,350	6		31
	Credit card			7,359		7,455		6,497	(1	)	13
	Other revolving credit and monthly payment			28,361		26,353		23,953	8		18

		Total consumer		68,895		65,098		55,800	6		23
Lease financing				8,698		8,241		9,227	6		(6	)
Foreign				2,061		1,911		1,616	8		28

		Total loans (net of unearned income, including net deferred loan fees, of $4,276, $4,276 and $4,143)	$	205,954	$	196,634	$	178,447	5	%	15	%

(in millions)	Mar. 31, 2003			Dec. 31, 2002			Mar. 31, 2002


Estimated unrealized gross gains	$	1,672		$	1,851		$	1,020
Estimated unrealized gross losses		(186	)		(198	)		(402	)

Estimated unrealized net gains	$	1,486		$	1,653		$	618

(in millions)				Mar. 31, 2003			Dec. 31, 2002			Mar. 31, 2002


Nonaccrual loans:
	Commercial (1)			$	836		$	796		$	804
	Real estate 1-4 family first mortgage				216			214			225
	Other real estate mortgage (2)				222			192			190
	Real estate construction				72			93			163
	Consumer:
		Real estate 1-4 family junior lien mortgage			83			65			25
		Other revolving credit and monthly payment			44			48			47

			Total consumer		127			113			72
	Lease financing				85			79			166
	Foreign				5			5			3

		Total nonaccrual loans (3)			1,563			1,492			1,623
As a percentage of total loans					.8	%		.8	%		.9	%
Foreclosed assets					200			201			187
Real estate investments (4)					5			4			2

Total nonaccrual loans and other assets				$	1,768		$	1,697		$	1,812

(in millions)			Mar. 31, 2003		Dec. 31, 2002		Mar. 31, 2002


Impairment measurement based on:
	Collateral value method		$	319	$	309	$	368
	Discounted cash flow method			352		303		374

		Total (1)	$	671	$	612	$	742

(in millions)			Mar. 31, 2003		Dec. 31, 2002		Mar. 31, 2002


Trading assets			$	8,244	$	10,167	$	6,308
Accounts receivable				5,364		5,206		2,803
Nonmarketable equity investments:
	Private equity investments			1,644		1,657		1,706
	Federal bank stock			1,498		1,591		1,335
	Affordable housing investments			794		775		556
	All other			673		698		627

		Total nonmarketable equity investments		4,609		4,721		4,224
Government National Mortgage Association (GNMA) pool buy-outs				2,454		2,336		2,931
Interest receivable				1,185		1,139		1,341
Core deposit intangibles				831		868		981
Interest-earning deposits				538		352		1,262
Foreclosed assets				200		201		187
Due from customers on acceptances				83		110		71
Other				9,586		6,697		7,252

		Total other assets	$	33,094	$	31,797	$	27,360

(in millions)			Mar. 31, 2003		Dec. 31, 2002		Mar. 31, 2002


Noninterest-bearing			$	75,330	$	74,094	$	60,728
Interest-bearing checking				2,508		2,625		2,333
Market rate and other savings				103,596		99,183		93,073
Savings certificates				21,751		22,332		25,525

	Core deposits			203,185		198,234		181,659
Other time deposits				24,958		9,228		5,764
Deposits in foreign offices				7,731		9,454		2,145

		Total deposits	$	235,874	$	216,916	$	189,568

			Actual				For capital adequacy purposes						To be well capitalized under the FDICIA prompt corrective action provisions

(in billions)			Amount		Ratio		Amount			Ratio			Amount			Ratio

As of March 31, 2003:
	Total capital (to risk-weighted assets)
		Wells Fargo & Company	$	32.6	10.89	%	³	$	24.0	³	8.00	%
		Wells Fargo Bank, N.A.		19.1	11.46		³		13.3	³	8.00		³	$	16.6	³	10.00	%
		Wells Fargo Bank Minnesota, N.A.		3.6	12.29		³		2.4	³	8.00		³		2.9	³	10.00
	Tier 1 capital (to risk-weighted assets)
		Wells Fargo & Company	$	22.0	7.34	%	³	$	12.0	³	4.00	%
		Wells Fargo Bank, N.A.		12.3	7.39		³		6.7	³	4.00		³	$	10.0	³	6.00	%
		Wells Fargo Bank Minnesota, N.A.		3.3	11.33		³		1.2	³	4.00		³		1.8	³	6.00
	Tier 1 capital (to average assets) (Leverage ratio)
		Wells Fargo & Company	$	22.0	6.43	%	³	$	13.7	³	4.00	%(1)
		Wells Fargo Bank, N.A.		12.3	6.72		³		7.3	³	4.00	(1)	³	$	9.1	³	5.00	%
		Wells Fargo Bank Minnesota, N.A.		3.3	6.25		³		2.1	³	4.00	(1)	³		2.7	³	5.00

3(a)		Restated Certificate of Incorporation, incorporated by reference to Exhibit 3(b) to the Company's Current Report on Form 8-K dated June 28, 1993. Certificates of Amendment of Certificate of Incorporation, incorporated by reference to Exhibit 3 to the Company's Current Report on Form 8-K dated July 3, 1995 (authorizing preference stock), Exhibits 3(b) and 3(c) to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (changing the Company's name and increasing authorized common and preferred stock, respectively) and Exhibit 3(b) to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001 (increasing authorized common stock)
(b)		Certificate of Change of Location of Registered Office and Change of Registered Agent, incorporated by reference to Exhibit 3(b) to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999
(c)		Certificate of Designations for the Company's ESOP Cumulative Convertible Preferred Stock, incorporated by reference to Exhibit 4 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994
(d)		Certificate of Designations for the Company's 1995 ESOP Cumulative Convertible Preferred Stock, incorporated by reference to Exhibit 4 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995
(e)		Certificate Eliminating the Certificate of Designations for the Company's Cumulative Convertible Preferred Stock, Series B, incorporated by reference to Exhibit 3(a) to the Company's Current Report on Form 8-K dated November 1, 1995
(f)		Certificate Eliminating the Certificate of Designations for the Company's 10.24% Cumulative Preferred Stock, incorporated by reference to Exhibit 3 to the Company's Current Report on Form 8-K dated February 20, 1996
(g)		Certificate of Designations for the Company's 1996 ESOP Cumulative Convertible Preferred Stock, incorporated by reference to Exhibit 3 to the Company's Current Report on Form 8-K dated February 26, 1996

3(h)		Certificate of Designations for the Company's 1997 ESOP Cumulative Convertible Preferred Stock, incorporated by reference to Exhibit 3 to the Company's Current Report on Form 8-K dated April 14, 1997
(i)		Certificate of Designations for the Company's 1998 ESOP Cumulative Convertible Preferred Stock, incorporated by reference to Exhibit 3 to the Company's Current Report on Form 8-K dated April 20, 1998
(j)		Certificate of Designations for the Company's Adjustable Cumulative Preferred Stock, Series B, incorporated by reference to Exhibit 3(j) to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998
(k)		Certificate Eliminating the Certificate of Designations for the Company's Series A Junior Participating Preferred Stock, incorporated by reference to Exhibit 3(a) to the Company's Current Report on Form 8-K dated April 21, 1999
(l)		Certificate of Designations for the Company's 1999 ESOP Cumulative Convertible Preferred Stock, incorporated by reference to Exhibit 3(b) to the Company's Current Report on Form 8-K dated April 21, 1999
(m)		Certificate of Designations for the Company's 2000 ESOP Cumulative Convertible Preferred Stock, incorporated by reference to Exhibit 3(o) to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000
(n)		Certificate of Designations for the Company's 2001 ESOP Cumulative Convertible Preferred Stock, incorporated by reference to Exhibit 3 to the Company's Current Report on Form 8-K dated April 17, 2001
(o)		Certificate of Designations for the Company's 2002 ESOP Cumulative Convertible Preferred Stock, incorporated by reference to Exhibit 3 to the Company's Current Report on Form 8-K dated April 16, 2002
(p)		Certificate of Designations for the Company's 2003 ESOP Cumulative Convertible Preferred Stock, incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K dated April 15, 2003
(q)		Certificate Eliminating the Certificate of Designations for the Company's ESOP Cumulative Convertible Preferred Stock, incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K dated April 15, 2003
(r)		By-Laws, incorporated by reference to Exhibit 3(m) to the Company's Annual Report on Form 10-K for the year ended December 31, 1998

4(a)		See Exhibits 3(a) through 3(r)
(b)		The Company agrees to furnish upon request to the Commission a copy of each instrument defining the rights of holders of senior and subordinated debt of the Company.
99(a)		Computation of Ratios of Earnings to Fixed Charges, filed herewith. The ratios of earnings to fixed charges, including interest on deposits, were 3.50 and 3.00 for the quarters ended March 31, 2003 and 2002, respectively. The ratios of earnings to fixed charges, excluding interest on deposits, were 5.64 and 4.71 for the quarters ended March 31, 2003 and 2002, respectively.
(b)		Computation of Ratios of Earnings to Fixed Charges and Preferred Dividends, filed herewith. The ratios of earnings to fixed charges and preferred dividends, including interest on deposits, were 3.49 and 2.99 for the quarters ended March 31, 2003 and 2002, respectively. The ratios of earnings to fixed charges and preferred dividends, excluding interest on deposits, were 5.62 and 4.70 for the quarters ended March 31, 2003 and 2002, respectively.
(c)		Certification of Periodic Financial Report by Chief Executive Officer Pursuant to 18 U.S.C. § 1350, filed herewith
(d)		Certification of Periodic Financial Report by Chief Financial Officer Pursuant to 18 U.S.C. § 1350, filed herewith
(e)		Description of Wells Fargo & Company common stock

Dated: May 8, 2003		WELLS FARGO & COMPANY
		By:	RICHARD D. LEVY Richard D. Levy Senior Vice President and Controller (Principal Accounting Officer)

Date: May 8, 2003
		RICHARD M. KOVACEVICH Richard M. Kovacevich Chairman, President and Chief Executive Officer

Date: May 8, 2003
		HOWARD I. ATKINS Howard I. Atkins Executive Vice President and Chief Financial Officer

		/s/ RICHARD M. KOVACEVICH Richard M. Kovacevich Chairman, President and Chief Executive Officer Wells Fargo & Company
		May 8, 2003

		/s/ HOWARD I. ATKINS Howard I. Atkins Executive Vice President and Chief Financial Officer Wells Fargo & Company
		May 8, 2003