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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549-1004

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FORM 10-K

ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

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

For the fiscal year ended
December 31, 2000
Commission file number 2-80466

WELLS FARGO FINANCIAL, INC.(Exact name of registrant as specified in its charter)

Iowa(State or other jurisdiction of incorporation or
organization)

42 1186565(IRS Employer Identification No.)

206 Eighth Street, Des Moines, Iowa(Address of principal executive offices)

50309(Zip Code)

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

Securities registered
pursuant to Section 12(b) of the Act:

|Title of each class                                | Name of each exchange
  on which registered
|-------------------------------------------------- | -------------------------------------------
|7% Senior Notes 2003
  Series due January 15, 2003 | New York Stock Exchange                    

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.  YesX  No

Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.  [X]

State the aggregate market value of the voting stock
held by non-affiliates of the registrant. 
$0

Indicate the number of shares outstanding of each of
the registrant’s classes of common stock, as of the latest practicable
date.  Common Stock (Without Par Value):
1,000 shares outstanding as of March 15, 2001.

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TABLE OF CONTENTS



|Items                                                                                    
|-----------------------------------------------------------------------------------------
|Business                                                                                 
|                                                                                         
|Properties                                                                               
|                                                                                         
|Legal Proceedings                                                                        
|                                                                                         
|Market
  for Registrant’s Common Equity and 
  Related Stockholder Matters               
|                                                                                         
|Selected
  Financial Data                                                                
|                                                                                         
|Management’s
  Discussion and Analysis of
  Financial Condition and Results of Operations
|                                                                                         
|Quantitative
  and Qualitative Disclosure About Market Risk                              
|                                                                                         
|Financial
  Statements and Supplementary Data                                            
|                                                                                         
|Independent Auditors’
  Reports                                                          
|                                                                                         
|Consolidated
  Balance Sheets                                                            
|                                                                                         
|Consolidated
  Statements of Income                                                      
|                                                                                         
|Consolidated
  Statements of Comprehensive Income                                        
|                                                                                         
|Consolidated
  Statements of Cash Flows                                                  
|                                                                                         
|Consolidated
  Statements of Stockholder’s Equity                                        
|                                                                                         
|Notes
  to Consolidated Financial Statements                                             
|                                                                                         
|Exhibits,
  Financial Statement Schedules, 
  and Reports on Form 8-K                    
|                                                                                         
|Signatures                                                                               



This Table of Contents is
not a part of the Form 10-K Annual Report and is included for convenience of
reference only.



PART I

Item 1.  Business.

Wells Fargo Financial, Inc. (the “Company”) is an Iowa
corporation organized on August 19, 1982, as the successor to a business
founded in 1897, and is a wholly-owned subsidiary of Wells Fargo Financial
Services, Inc. (the “Parent”).  The
Parent is a wholly-owned subsidiary of Wells Fargo & Company (“Wells
Fargo”), a $272 billion diversified financial services organization.  (Unless the context otherwise requires, any
reference to “Wells Fargo Financial” shall include the Company and its
subsidiaries.)

Wells Fargo Financial is a leading diversified
consumer finance company.  Wells Fargo
Financial’s consumer finance operations make loans to individuals and purchase
sales finance contracts through 947 consumer finance branches in 47 states,
Guam, Saipan, Puerto Rico, and the ten Canadian provinces.  Wells Fargo Financial also issues credit
cards primarily through two banking subsidiaries.  Wells Fargo Financial’s automobile finance operations have 191
branches in 34 states and Puerto Rico and specialize in purchasing sales
finance contracts directly from automobile dealers and making loans secured by
automobiles.  For additional information
on the financial results of the Company’s segments see note 14 to the
consolidated financial statements.

The Company also has insurance subsidiaries which are
primarily engaged in the business of providing, directly or through reinsurance
arrangements, credit life and credit disability insurance as a part of Wells
Fargo Financial’s consumer business and the consumer business of certain
affiliates.  Credit property and
involuntary unemployment insurance are provided as part of Wells Fargo
Financial’s consumer business. Such business is written, directly or through
reinsurance agreements, by the Company’s insurance subsidiaries, or it is
offered on an agency basis by Wells Fargo Financial.  Non-filing insurance was utilized in connection with Wells Fargo
Financial's consumer business until it was discontinued in December of
1999.  The Company also had insurance
subsidiaries which wrote federally insured multiple peril crop insurance.  Effective June 1, 2000 the Company
transferred the common stock at net book value of its multiple peril crop
insurance companies to another affiliate of Wells Fargo.

The Company has subsidiaries engaged in the commercial
finance business, including lease financing, rediscounting, and accounts
receivable financing.  Prior to December
15, 1999 information services were provided to Wells Fargo Financial and other
financial services companies by subsidiaries of the Company.  On that date the business of Wells Fargo
Financial Information Services, Inc. and its wholly-owned subsidiary
("WFFISI") was transferred to the Parent at net book value for cash.

Effective December 20, 2000, the Company acquired
substantially all of the assets and liabilities of Flagship Credit Corporation
and its wholly owned subsidiaries (“Flagship”), an automobile finance
company.  The acquisition was accounted
for as a purchase.  At the time of the
acquisition, Flagship had receivables outstanding included in its balance sheet
of $713 million and another $206 million of receivables under management.

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
operates in Canada where its 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.

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

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. 
At the time of the transfer, the multiple peril crop insurance
subsidiaries had assets of $86.3 million and had an incurred $7.2 million loss
for the year.

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 January 21, 1999, the Parent made a capital
contribution, without consideration, to the Company of the assets (along with
and subject to the liabilities) and other related leasehold or property
interests or rights formerly held by Mid-Penn Consumer Discount Company
("Mid-Penn").  Immediately
preceding the capital contribution, Mid-Penn had merged with and into the
Parent, and the Parent was the surviving corporation.  This capital contribution was accounted for as a merger of
interests under common control. 
Mid-Penn's headquarters were in Philadelphia, Pennsylvania and its
principal business was consumer finance. 
Mid-Penn had finance receivables outstanding of $10 million at the time
of the merger into the Parent.

Effective January 1, 1999, the Parent made a capital
contribution, without consideration, to the Company of the issued and
outstanding shares of capital stock of Aman Collection Service, Inc. and Aman
Collection Service 1, Inc. (collectively referred to as "Aman").  This capital contribution was accounted for
as a merger of interests under common control. 
Aman's headquarters are in Aberdeen, South Dakota and its principal
business is collection services.

In October 1998, two of the Company’s automobile
finance subsidiaries acquired $320 million in automobile finance receivables
from Sunstar Acceptance Corporation, a division of NationsBank.  Several other significant automobile finance
receivable purchases totaling $169 million were made by the Company's
automobile finance subsidiaries during 1999.

Effective February 21, 1997, Wells Fargo acquired
Reliable Financial Services, Inc. (“Reliable”).  Wells Fargo made a capital contribution, without consideration,
of all the issued and outstanding shares of capital stock of Reliable to the
Parent.  This capital contribution was
accounted for as a merger of interests under common control.  Effective June 30, 1998, the Parent made a
capital contribution, without consideration, to the Company of the issued and
outstanding shares of capital stock of Reliable.  This capital contribution was accounted for as a merger of
interests under common control. 
Reliable’s headquarters are in San Juan, Puerto Rico and its principal
business is automobile finance. 
Reliable had finance receivables outstanding of $293 million at the time
of the contribution to the Company.

Effective April 21, 1998, one of the Company’s
Canadian subsidiaries acquired all of the issued and outstanding shares of
capital stock of The T. Eaton Acceptance Co. Limited (“TEAC”) and National
Retail Credit Services Limited (“NRCS”). 
The acquisition was accounted for as a purchase.  TEAC and NRCS were headquartered in Toronto,
Ontario and were primarily engaged in purchasing sales finance contracts.  TEAC and NRCS had finance receivables
outstanding of $305 million at the time of the acquisition.

Effective January 7, 1998, the Company, through its
wholly-owned subsidiary, Finvercon USA, Inc. acquired Finvercon S.A. Compañía
Financiera (“Finvercon”).  The
acquisition was accounted for as a purchase. 
Funding necessary for this acquisition was provided to Finvercon USA,
Inc. by the Company.  Finvercon is
engaged in consumer finance operations from its office in Buenos Aires,
Argentina and had receivables outstanding of $33 million at the time of
acquisition.





CONSUMER AND AUTOMOBILE FINANCE OPERATIONS

At December 31, 2000, consumer and automobile finance
receivables accounted for 92% of Wells Fargo Financial’s total finance
receivables outstanding.  The amount and
type of consumer and automobile finance receivables outstanding are shown
below:

Consumer and Automobile
Finance Receivables Outstanding

|(In Thousands)                                      |            
|--------------------------------------------------- | -----------
|United States consumer finance:                     |            
|Real
  estate-secured loans                         | $2,507,419 
|Consumer
  loans                                    | 1,460,746  
|Total
  loans                                       | 3,968,165  
|Sales
  finance contracts                           | 1,295,147  
|Credit
  cards                                      | 1,148,486  
|Total
  United States consumer finance              | 6,411,798  
|Canadian consumer finance:                          |            
|Real
  estate-secured loans                         | 85,000     
|Consumer
  loans                                    | 452,581    
|Total
  loans                                       | 537,581    
|Sales
  finance contracts                           | 497,379    
|Credit
  cards                                      | 21,298     
|Total
  Canadian consumer finance                   | 1,056,258  
|Automobile finance                                  | 3,078,026  
|Total
  consumer and automobile finance receivables | $10,546,082





Geography

At December 31,
2000, Wells Fargo Financial had consumer finance branch offices in 47 states,
Guam, Saipan, Puerto Rico, and the ten Canadian provinces and automobile
finance branch offices in 34 states and Puerto Rico.  The number of branch offices and percentage of receivables for
consumer finance and for automobile finance at December 31, 2000, are shown
below:

Consumer Finance
Number of Branch Offices and Percent of Receivables

|Location       | Branch
  Offices | Percent of
  Consumer
  Finance
  Receivables |  | Location               | Branch
  Offices | Percent of
  Consumer
  Finance
  Receivables
|-------------- | ---------------- | --------------------------------------------- |  | ---------------------- | ---------------- | ---------------------------------------------
|Alabama        | 32               | 3.3%                                          |  | Oklahoma               | 14               | 1.3%                                         
|Alaska         | 7                | 1.4                                           |  | Oregon                 | 13               | 1.1                                          
|Arizona        | 17               | 1.5                                           |  | Pennsylvania           | 27               | 3.2                                          
|California     | 76               | 7.4                                           |  | Puerto Rico            | 3                | .4                                           
|Colorado       | 14               | 1.6                                           |  | Rhode Island           | 4                | .4                                           
|Connecticut    | 3                | .5                                            |  | Saipan                 | 1                | .1                                           
|Delaware       | 2                | .1                                            |  | South Carolina         | 23               | 2.4                                          
|Florida        | 40               | 4.4                                           |  | South Dakota           | 2                | .3                                           
|Georgia        | 21               | 2.3                                           |  | Tennessee              | 25               | 2.4                                          
|Guam           | 3                | .6                                            |  | Texas                  | 46               | 4.4                                          
|Hawaii         | 10               | .9                                            |  | Utah                   | 13               | 1.3                                          
|Idaho          | 10               | .8                                            |  | Virginia               | 10               | 1.1                                          
|Illinois       | 26               | 2.8                                           |  | Washington             | 21               | 2.3                                          
|Indiana        | 15               | 1.3                                           |  | West Virginia          | 6                | .7                                           
|Iowa           | 15               | 1.3                                           |  | Wisconsin              | 14               | 1.6                                          
|Kansas         | 6                | .8                                            |  | Wyoming                | 4                | .4                                           
|Kentucky       | 16               | 1.3                                           |  |                        |                  |                                              
|Louisiana      | 29               | 2.5                                           |  | Total U.S.             | 789              | 83.2%                                        
|Maine          | 2                | .1                                            |  |                        |                  |                                              
|Maryland       | 20               | 3.0                                           |  | Alberta                | 11               | 1.5%                                         
|Massachusetts  | 11               | 1.4                                           |  | British Columbia       | 20               | 2.0                                          
|Michigan       | 5                | .4                                            |  | Manitoba               | 5                | .6                                           
|Minnesota      | 13               | 1.5                                           |  | New Brunswick          | 12               | .9                                           
|Mississippi    | 15               | 1.4                                           |  | Newfoundland           | 15               | 1.0                                          
|Missouri       | 26               | 2.6                                           |  | Nova Scotia            | 17               | 1.4                                          
|Montana        | 7                | .7                                            |  | Ontario                | 50               | 6.2                                          
|Nebraska       | 10               | .9                                            |  | Prince Edward Island   | 2                | .2                                           
|Nevada         | 12               | 1.2                                           |  | Quebec                 | 22               | 2.5                                          
|New Jersey     | 8                | 1.0                                           |  | Saskatchewan           | 4                | .5                                           
|New Mexico     | 20               | 1.7                                           |  |                        |                  |                                              
|New York       | 12               | 2.6                                           |  | Total
  Canada         | 158              | 16.8%                                        
|North Carolina | 27               | 2.9                                           |  |                        |                  |                                              
|North Dakota   | 5                | .5                                            |  | Total Consumer Finance | 947              | 100.0%                                       
|Ohio           | 28               | 3.1                                           |  |                        |                  |                                              



Automobile Finance
Number of Branch Offices and Percent of Receivables

|Location    | Branch
  Offices | Percent of
  Automobile
  Finance
  Receivables |                               | Location       | Branch
  Offices | Percent of
  Automobile
  Finance
  Receivables | 
|----------- | ---------------- | ----------------------------------------------- | ----------------------------- | -------------- | ---------------- | ----------------------------------------------- | 
|            |                 
|            |                 
|            |                 
|Alabama     | 5                | 1.0%                                            |                               | Missouri       | 6                | 2.4%                                            | 
|Arizona     | 8                | 3.6                                             |                               | Nebraska       | 1                | .5                                              | 
|California  | 32               | 10.2                                            |                               | Nevada         | 3                | 1.1                                             | 
|Colorado    | 6                | 2.2                                             |                               | New Jersey     | 2                | 1.3                                             | 
|Delaware    | 1                | .4                                              |                               | New Mexico     | 1                | .4                                              | 
|Florida     | 6                | 3.4                                             |                               | North Carolina | 1                | 3.7                                             | 
|Georgia     | 13               | 5.5                                             |                               | Ohio           | 13               | 3.6                                             | 
|Hawaii      | 1                | .2                                              |                               | Oklahoma       | 3                | 1.4                                             | 
|Illinois    | 10               | 3.9                                             |                               | Oregon         | 1                | .4                                              | 
|Indiana     | 6                | 1.9                                             |                               | Pennsylvania   | 3                | 3.7                                             | 
|Iowa        | 1                | .2                                              |                               | Puerto Rico    | 3                | 21.6                                            | 
|Kansas      | 3                | 1.0                                             |                               | South Carolina | 2                | 1.1                                             | 
|Kentucky    | 5                | 1.4                                             |                               | Tennessee      | 6                | 2.4                                             | 
|Louisana    | 4                | 1.5                                             |                               | Texas          | 11               | 6.6                                             | 
|Maryland    | 1                | 2.5                                             |                               | Utah           | 2                | .6                                              | 
|Michigan    | 1                | .5                                              |                               | Washington     | 2                | .8                                              | 
|Minnesota   | 14               | 4.3                                             |                               | Wisconsin      | 8                | 2.7                                             | 
|Mississippi | 6                | 2.0                                             |                               |                |                  |                                                 | 
|            |                  |                                                 | Total Automobile
     Finance | 191            | 100.0%           |                                                



Growth

United States and Canadian Consumer FinanceThe following table presents the growth of United States
(“U.S.”) and Canadian consumer finance loans and sales finance contracts for
the five years ended December 31, 2000 (U.S. and Canadian consumer finance are
combined in the chart below since their portfolios are similar).

Consumer Finance
Receivables and Number of Accounts Outstanding

|December
  31, | Net
  Receivables
  (in thousands) | Number
  of Accounts | Average
  Balance
  per Account
|-------------- | ---------------------------------- | -------------------- | -------------------------------
|2000           | $6,298,272                         | 3,060,000            | $2,058                         
|1999           | 5,605,188                          | 2,819,000            | 1,988                          
|1998           | 5,138,427                          | 3,175,000            | 1,618                          
|1997           | 4,783,471                          | 2,447,000            | 1,955                          
|1996           | 4,770,519                          | 2,539,000            | 1,879                          



Wells Fargo
Financial markets VISA® and MasterCard® credit cards to certain of its
customers through its U.S. consumer finance branch offices.  These credit cards are issued by Wells Fargo
Financial Bank, the Company’s state chartered bank subsidiary located in Sioux
Falls, South Dakota.  In addition on
June 30, 2000 Wells Fargo Financial Bank purchased approximately $400 million
of credit card receivables from Conseco Finance Corporation, a subsidiary of
Conseco, Inc.  Wells Fargo Financial
Bank had 560,000 accounts at December 31, 2000; credit card receivables
outstanding were $857.4 million.

Wells Fargo
Financial National Bank is a federally-chartered bank located in Des Moines,
Iowa.  The bank issues private label
credit cards and dual-line Co-Branded MasterCard® credit cards for several
national companies.  The dual-line
credit card serves as a private label credit card for use at any of the
Co-Branders’ retail locations, as well as a traditional MasterCard credit card
for use at locations around the world. 
Wells Fargo Financial National Bank had 217,000 accounts at December 31,
2000; credit card receivables outstanding were $291.0 million.



Automobile FinanceThe following table presents the growth of Wells Fargo
Financial’s automobile finance receivables for the five years ended December
31, 2000.

Automobile Finance
Receivables and Number of Accounts Outstanding

|December
  31, | Net
  Receivables
  (in thousands) | Number
  of Accounts | Average
  Balance
  per Account
|-------------- | ---------------------------------- | -------------------- | -------------------------------
|2000           | $3,078,026                         | 312,000              | $9,865                         
|1999           | 2,165,745                          | 252,000              | 8,594                          
|1998           | 1,981,816                          | 235,000              | 8,433                          
|1997           | 1,442,614                          | 182,000              | 7,926                          
|1996           | 306,537                            | 40,000               | 7,663                          



Regulation

U.S. Consumer Finance, Canadian Consumer Finance,
Automobile FinanceWells Fargo Financial’s consumer finance and automobile
finance operations in the United States are, for the most part, regulated by
consumer finance laws or similar legislation in each of the states or other
jurisdictions where Wells Fargo Financial has branch offices.  Although consumer finance laws have been in
effect many years, amending and new legislation is frequently enacted.  In those states which have enacted
legislation in recent years that affects the maximum permitted amount of loan
and maximum allowable rate of charge, the trend has been to increase such
amounts and rates of charge or to deregulate the same altogether.  With respect to the foregoing, Wells Fargo
Financial’s consumer lending operations in Canada are, for the most part,
essentially unregulated.

Consumer finance
laws generally require that each branch office be licensed to conduct its
business.  In most jurisdictions the
granting of licenses is dependent on a finding of financial responsibility,
character and fitness of the applicant and, in some jurisdictions, public
convenience and advantage.  Each
licensed branch office is subject to state or provincial regulation and
examination.  In nearly all states a
report of the activities of licensed branch offices must be made annually to
the appropriate state department. 
Licenses are revocable for cause and their continuance depends upon
compliance with the provisions of the applicable state or provincial law. Wells
Fargo Financial has never had any of its licenses revoked.

The Federal
Consumer Credit Protection Act (the “Act”) requires a written statement showing
the annual percentage rate of finance charge and other information to be given
to borrowers when consumer credit contracts are made.  When a closed-end loan (a loan which does not allow additional
borrowings) with rates or fees above a certain percentage or amount is secured
by the borrower’s principal dwelling, additional disclosures must be given at
least three business days before the loan is consummated, and limits on
prepayment penalties apply to the loan. 
The Act also requires certain disclosures to applicants concerning
credit reports that are used as a basis for denying or increasing the charge
for credit.

The Real Estate
Settlement Procedures Act requires creditors to provide consumers with
estimates of closing costs and other disclosures before loans secured by
residential real estate are made and disclosures of the actual closing costs at
the time the loan is made.

The Federal Equal
Credit Opportunity Act prohibits discrimination against applicants with respect
to any aspect of a credit transaction on the basis of sex, martial status,
race, color, religion, national origin, age (provided the applicant has the
capacity to contract), or because all or part of the applicant’s income derives
from any public assistance program, or because the applicant has in good faith
exercised any right under the Federal Consumer Credit Protection Act.

By virtue of a
Federal Trade Commission rule, sales finance contracts and certain loans (those
made for the borrower’s purchase of personal property from a seller having a
relationship with the lender) contain a provision that the lender is subject to
all claims and defenses which the borrower could assert against the
seller.  However, the borrower’s
recovery under such provision cannot exceed the amount paid under the contract.

A Federal Trade
Commission trade regulation rule on creditor practices prohibits, among other
things, the taking of a security interest (other than a purchase money security
interest) in certain of a borrower’s household goods.

In Canada, there
are similar laws regarding the granting of credit.

Under the Bank
Holding Company Act of 1956, the insurance underwriting activities of the
Company's insurance subsidiaries (other than the Company's foreign insurance
subsidiary and insurance subsidiaries that are subsidiaries of the Company's
state chartered bank subsidiary) have been limited generally to the
underwriting (directly or through reinsurance arrangements) of insurance that
(1) is directly related to an extension of credit by Wells Fargo or any of its
subsidiaries, and (2) is limited to assuring the repayment of the outstanding
balance due on the extension of credit in the event of the death, disability or
involuntary unemployment of the borrower. 
As a result of the enactment of the Gramm-Leach-Bliley Act, these
limitations on the insurance underwriting activities of the Company's insurance
subsidiaries have been eliminated. The Gramm-Leach-Bliley Act permits,
effective March 2000, affiliation among banks, securities firms and insurance
companies by creating a new type of financial services company called a
"financial holding company". 
Financial holding companies may offer virtually any type of financial
service, including banking, securities underwriting, insurance (both agency and
underwriting) and merchant banking.

The laws of most
of the states in which Wells Fargo Financial operates regulate the sale of
insurance to borrowers by prescribing, among other things, the maximum amount
and term thereof and by fixing the permissible premium rates or authorizing the
state insurance commission or other state official to fix the maximum premium
rates on such insurance.  In several
states such rates have been reduced in recent years.

Business Methods

In order to make a
careful selection of credit risks, Wells Fargo Financial reviews credit
information concerning each applicant to determine income, living expenses,
payment obligations, indebtedness, paying habits, and length and stability of
employment.  The information is obtained
from the applicants, the applicants’ employers, creditors of the applicants and
credit reporting agencies.  Wells Fargo
Financial believes that any risk to its business which may be created by
unfavorable local conditions is minimized by the large number of customers,
their broad range of occupations and geographical distribution.



United States and
Canadian Consumer Finance
Loans are generally repayable in monthly installments and are made for periods
of 180 months or less.  Sales finance
contracts may be either open-end (revolving) or closed-end.  An open-end sales finance contract
establishes an account that can be used from time to time for repeated
purchases.  A closed-end sales finance
contract covers only a single purchase. 
At December 31, 2000, 74% of sales finance receivables in the consumer
finance operations were open-end. 
Open-end sales finance contracts do not have an original maturity
because the accounts created by these contracts may be used for repeated
transactions.  The minimum monthly
payment of open-end sales finance contracts generally ranges from 1/12 to 1/30
of the highest unpaid balance of the account. 
Closed-end sales finance contracts are repayable in equal monthly
installments and generally have original maturities of 60 months or less.

In many cases
loans are secured by liens on household goods, other personal property or real
estate.  The decision to record a lien
or to appraise or examine the title to collateral depends upon the size of loan
and the type of collateral.  Generally,
Wells Fargo Financial initiates legal proceedings on its loans, including
foreclosure on collateral, only when it appears that a recovery is likely which
will justify the cost of bringing suit.

Generally, Wells
Fargo Financial carries only one loan with a borrower at any one time.  When a borrower wishes to obtain additional
money from Wells Fargo Financial before the loan is fully repaid, a new loan is
made sufficient to pay the balance on the old loan and supply the new money,
provided the borrower’s credit is satisfactory.  Wells Fargo Financial’s policy is that loans are not made to
present customers to cure a default in principal or interest.

For consumer
finance branch offices, sales finance contracts are an important source of new
customers for direct loans; of new loans made in 2000, 53.5% were to current or
former sales finance customers.

The credit insurance operations have a close
relationship with Wells Fargo Financial’s consumer operations.  Generally, where applicable laws permit,
Wells Fargo Financial makes credit life, credit disability, property, and
involuntary unemployment insurance available to borrowers.  If the customer decides to purchase
insurance, an additional charge is made. 
Credit life insurance generally provides, at a minimum, for the
repayment of the indebtedness upon the death of the insured borrower.  Credit disability coverage provides for the
monthly payment of the indebtedness while the borrower is disabled because of
accident or illness.  Property insurance
provides for the payment of the value or cost of repairs or replacement of
covered property of the borrower if the property is damaged, destroyed or
stolen.  Involuntary unemployment
insurance provides for the monthly payment of the indebtedness while the
borrower is unemployed, if the borrower becomes unemployed due to layoff,
termination, lockout, labor disputes or strike.  Non-filing insurance is an alternative to perfecting a security
interest in property used as collateral. 
Payment is provided, up to a specified limit, when there is a loss with
this coverage which resulted from the failure to perfect a security
interest.  The Company discontinued the
utilization of non-filing insurance in December of 1999.

The laws of most of the states in which Wells Fargo
Financial operates regulate the sale of insurance to borrowers by prescribing,
among other things, the maximum amount and term thereof and by fixing the
permissible premium rates or authorizing the state insurance commissioner or
other state official to fix the maximum premium rates on such insurance.  In several states such rates have been
reduced in recent years.

Income before income taxes from the underwriting (as
principal), or the sale (as agent), of insurance for the years 2000 through
1996, was $66,374,000; $71,916,000; $66,519,000; $77,406,000; and $81,255,000, respectively
for U.S. and Canadian consumer finance.

Automobile Finance
Loans are generally repayable in monthly installments and are made for periods
of 60 months or less.  Sales finance
contracts are all closed-end.  These
contracts are repayable in equal monthly installments and generally have
maturities of 60 months or less.

Virtually all
receivables are secured by automobiles or other forms of security.  Wells Fargo Financial initiates legal
proceedings on its receivables, including repossessions of collateral, when it
appears that a recovery is likely which will justify the cost of bringing suit.

Credit insurance
operations also have a close relationship with automobile finance operations;
see the discussion of insurance included above.  Income before income taxes from the underwriting (as
principal),or the sale (as agent), of insurance for the years 2000 through
1996, was $4,768,000; $3,621,000; $3,183,000; $1,668,000; and $786,000,
respectively, for automobile finance.



Loss Experience

All receivables
which appear to be uncollectible or to require inordinate collection costs are
written off.  In addition, consumer
finance receivables in the United States are generally written off if no
payment is applied during the three month period immediately preceding the
balance sheet date and the receivables are 90 days or more contractually
delinquent.  Automobile finance
receivables are written off when the receivable is 150 days or more
contractually delinquent.  All other
consumer receivables are written off when the receivable is 180 days or more
contractually delinquent.  The Company
has an established process to determine the adequacy of the allowance for
credit losses which assesses the risk and losses inherent in its
portfolio.  The risk assessment process
emphasizes the development of forecasting models, which focus on recent
delinquency and loss trends in different portfolio segments to project relevant
risk metrics over an intermediate-term horizon.  The analysis is updated to capture the most recent behavioral
characteristics of the portfolios, as well as any changes in management’s loss
mitigation strategies in order to reduce the differences between estimated and
observed losses.  The allowance is an
amount that management believes will be adequate to absorb probable losses on
existing receivables that may become uncollectible based on evaluations of
collectibility of receivables and prior credit loss experience.

During the fourth
quarter of 1998, the Company reviewed its policies involving the write-off of
receivables that are a predetermined number of days delinquent.  As a result of the review, the Company made
several changes in its policies to reflect current trends and expectations.  The changes resulted in additional consumer
write-offs of $37.4 million in the fourth quarter of 1998.

Write-offs after
recoveries, as a percent of average consumer and automobile finance
receivables, were 3.32% in 2000.  The
net write-off percentages were 3.01%; 4.28%, 3.87%, and 3.55% in 1999 through
1996, respectively.  Excluding the
additional write-offs in 1998, the net write-off percent was 3.74%.  The increase in 2000 was due to higher
losses in the U.S. consumer loan and credit card portfolio.  The decrease in 1999 was due primarily to
decreased net write-offs in the automobile finance portfolios.  The increases in 1998 and 1997 were due
primarily to the acquisition of Fidelity Acceptance Corporation in 1997.



Information
concerning consumer and automobile finance loss experience and allowance for
credit losses is shown below:

|U.S. and Canadian consumer finance:
  (Dollars In Thousands)                                                     | Years Ended December
  31,
|---------------------------------------------------------------------------------------------------------------- | --------------------------
|                                                                                                                 | 2000                      
|Allowance, beginning of year                                                                                     | $223,609                  
|Write-offs:                                                                                                      |                           
|Loans                                                                                                            | (143,496)                 
|Sales finance                                                                                                    | (75,984)                  
|Credit cards                                                                                                     | (50,188)                  
|Total write-offs                                                                                                 | (269,668)                 
|                                                                                                                 |                           
|Recoveries:                                                                                                      |                           
|Loans                                                                                                            | 17,761                    
|Sales finance                                                                                                    | 11,627                    
|Credit cards                                                                                                     | 3,595                     
|Total recoveries                                                                                                 | 32,983                    
|                                                                                                                 |                           
|Provision for credit losses charged to expense                                                                   | 323,902                   
|Allowance related to businesses acquired or
  contributed - net                                                  | 12,886                    
|                                                                                                                 |                           
|Allowance, end of year:                                                                                          |                           
|Loans                                                                                                            | 159,120                   
|Sales finance                                                                                                    | 82,691                    
|Credit cards                                                                                                     | 81,901                    
|Total allowance                                                                                                  | $323,712                  
|                                                                                                                 |                           
|Ending receivables as a percent of total consumer
  receivables:                                                 |                           
|Loans                                                                                                            | 60%                       
|Sales finance                                                                                                    | 24                        
|Credit cards                                                                                                     | 16                        
|                                                                                                                 | 100%                      
|Allowance as a percent of ending receivables                                                                     | 4.34%                     
|                                                                                                                 |                           
|Write-offs after recoveries as a percent of average
  consumer receivables                                       | 3.47%                     
|                                                                                                                 |                           
|Consumer receivables outstanding more than three
  payments contractually delinquent and still accruing interest | $159,489                  

U.S. and Canadian
consumer finance receivables do not have non-accrual receivables since interest
continues to accrue until the receivable is either collected or written
off.  When a receivable is written off,
accrued and unpaid interest is charged against finance charges and interest.

Automobile
finance:

|(Dollars In Thousands)                                                                                                     | Years Ended December
  31,
|-------------------------------------------------------------------------------------------------------------------------- | --------------------------
|                                                                                                                           | 2000                      
|Allowance, beginning of year                                                                                               | $118,207                  
|Write-offs                                                                                                                 | (87,721)                  
|Recoveries                                                                                                                 | 22,805                    
|Provision for credit losses charged to expense                                                                             | 29,363                    
|Allowance related to businesses acquired or
  contributed – net                                                            | 37,570                    
|Allowance, end of year                                                                                                     | 120,224                   
|Allowance as a percent of ending receivables                                                                               | 3.91%                     
|Write-offs after recoveries as a percent of average
  automobile finance receivables                                       | 2.88%                     
|Automobile finance receivables outstanding more than
  three payments contractually delinquent and still accruing interest |                           
|Non-accrual automobile finance receivables
  outstanding                                                                   | $30,598                   

Automobile finance receivables that are past due for
90 days or more are placed on non-accrual status.



OTHER OPERATIONS

Other operations consist of commercial finance
operations, information services, collection services, other insurance
operations and Finvercon.  On December
15, 1999 the business of WFFISI was transferred to the Parent at net book value
for cash.

Other Finance Operations

At December 31, 2000, other finance receivables
accounted for 8% of Wells Fargo Financial’s total finance receivables
outstanding.  The following table
presents Wells Fargo Financial’s other finance receivables outstanding for the
five years ended December 31, 2000:

Other Finance Receivables
Outstanding

(Dollars In Thousands)

| | December 31, | Other
  Finance
  Receivables | Percentage
  Increase (Decrease)
  From Previous Year
| | ------------ | ----------------------------- | -----------------------------------------------------
| | 2000         | $871,780                      | 25%                                                  
| | 1999         | 697,219                       | 15                                                   
| | 1998         | 608,662                       | 31                                                   
| | 1997         | 465,601                       | (6)                                                  
| | 1996         | 494,104                       | (3)                                                  



Loss Experience

The allowance for
losses on other finance receivables is based on loss experience in relation to
other finance receivables outstanding. 
All such receivables which appear to be uncollectible or to require
inordinate collection costs are written off. 
In addition, receivables are generally written off when the receivable
is 180 days or more contractually delinquent.

Information
concerning other loss experience and allowance for credit losses is shown
below:

|                                                                                                                      | Years Ended December
  31,
|--------------------------------------------------------------------------------------------------------------------- | --------------------------
|(Dollars In Thousands)                                                                                                | 2000                      
|Allowance, beginning of year                                                                                          | $25,896                   
|Write-offs                                                                                                            | (14,525)                  
|Recoveries                                                                                                            | 2,205                     
|Provision for credit losses charged to expense                                                                        | 5,043                     
|Allowance related to businesses acquired or
  contributed – net                                                       |                           
|Allowance, end of year                                                                                                | $18,619                   
|Allowance as a percent of ending finance receivables                                                                  | 2.14%                     
|                                                                                                                      |                           
|Write-offs after recoveries as a percent of average
  finance receivables                                             | 1.60%                     
|                                                                                                                      |                           
|Other finance receivables outstanding more than
  three payments contractually delinquent and still accruing interest | $451                      
|Non-accrual other finance receivables outstanding                                                                     | $27,398                   



Other finance receivables that are past due for 90
days or more are placed on non-accrual status. 
Finance charges and interest that would have been recorded had
non-accrual commercial receivables been current in accordance with their
original terms would have been $365,000; $320,000; and $272,000 during 2000,
1999, and 1998, respectively.  The
amount of finance charges and interest actually recorded on these receivables
was $315,000; $267,000; and $225,000 during 2000, 1999, and 1998, respectively.

Wells Fargo Financial Leasing, Inc.
Wells Fargo Financial Leasing, Inc. (“WFFLI”) is headquartered in Des Moines,
Iowa.  WFFLI specializes in financing
commercial equipment such as office copiers, telephone systems, health care
equipment, small computers, and light industrial equipment.  The cost of this equipment generally ranges
from $2,000 to above $200,000.  Finance
receivables are generated primarily from equipment distributors ranging from
small independently-owned vendors to large equipment manufacturers.

Generally, an end-user will enter into a lease or
rental agreement with a vendor.  After approving
the credit, WFFLI purchases the contract from the vendor and collects the lease
payments from the end-user.  Billing is
often done in the vendor’s name, as are any customer service functions that
might become necessary in connection with the lease or rental agreement (thus
providing the vendor with a “private label” financing service).  In some instances, WFFLI purchases the
equipment and leases it to the end-user, with billing and other customer
contacts being done in the name of WFFLI. 
Leases and other commercial finance receivables acquired by WFFLI
generally provide for equal monthly payments and normally have an initial term
of 60 months or less.  WFFLI had finance
receivables outstanding of $440.6 million at December 31, 2000.

In January 2001, the Company acquired substantially
all of the assets and business relationships of Conseco Finance Vendor Services
Corporation (“Conseco”).  This purchase
included approximately $825 million in receivables owned by Conseco and an
additional $135 million in receivables under their management.

Wells Fargo Financial Retail Services, Inc.Wells Fargo Financial Retail Services, Inc.
("WFFRS") provides custom-designed financing programs to target the
financing and marketing needs of retailers of consumer goods and services.  These relationships are structured as a loan
to the retailer, using accounts receivable generated as a result of retail
sales as security.  Consumer credit approvals,
billing, payment processing, and collections of the receivables securing the
loan are conducted largely in the retailers’ names to provide a private label
service.  WFFRS had finance receivables
outstanding of $35.0 million at December 31, 2000.

Finvercon
In January 1998, the Company acquired Finvercon, a consumer lender based in
Buenos Aires, Argentina, which provided an entry into the South American
market.  Finvercon markets small loans
to members of labor associations. 
Finvercon had finance receivables outstanding of $116.4 million at
December 31, 2000.

Wells Fargo Financial Preferred Capital, Inc.
Wells Fargo Financial Preferred Capital, Inc. ("WFFPC") provides
financing via secured lines of credit to consumer finance companies which in
turn provide financing to their customers. 
The business of these consumer finance companies is similar in nature to
that of Wells Fargo Financial.  This
type of lending is often referred to as rediscounting.  WFFPC had finance receivables outstanding of
$234.7 million at December 31, 2000.

Charter Financial CompanyIn September 2000, the Company acquired Charter Financial
Company, a specialty financing and leasing company operating in Canada.  It offers medium-term, fixed rate
full-payout leases and equipment financing to clients in targeted industries.  Charter had finance receivables outstanding
included in the Company’s consolidated balance sheet of $35.9 million and
another $153.3 million of finance receivables under management at December 31,
2000.



Other Insurance Operations

One of the Company’s foreign insurance subsidiaries
reinsures credit life and disability insurance written by a non-affiliated
company.  Income before income taxes
from other insurance operations for the years 2000 through 1996 was $5,527,000;
$10,882,000; $16,928,000; $15,790,000; and $16,311,000, respectively.  In addition, the Company had insurance
subsidiaries which are licensed to write federally insured multiple peril crop
insurance throughout the United States. 
Multiple peril crop insurance is a federally regulated subsidized crop
insurance program that insures a producer of crops with varying levels of
protection against loss of yield from substantially all natural perils to
growing crops.  Effective June 1, 2000,
the Company transferred the common stock at net book value of its multiple
peril insurance subsidiaries to another affiliate of Wells Fargo.

ASSETS UNDER MANAGEMENT

Island Finance
Island Finance, a group of eight consumer finance companies headquartered in
San Juan, Puerto Rico, was acquired by Wells Fargo in May 1995.  Wells Fargo Financial manages Island
Finance.  Island Finance provides direct
loans to individuals through 86 consumer finance offices located in Puerto
Rico, the U.S. Virgin Islands, Netherlands Antilles, Panama, Aruba, and Costa
Rica.  Receivables outstanding on
December 31, 2000, totaled $586 million.

Island Finance’s financial results and receivables are
not included in the Company’s consolidated statements of income or consolidated
balance sheets, however, Wells Fargo Financial provides a portion of the
funding for Island Finance.  At December
31, 2000, Wells Fargo Financial had loans of $381 million with Island Finance
Puerto Rico, Inc. (“IFPR”), one of the companies in the Island Finance
group.  The loans have a weighted
average interest rate of 9.00% and mature in 2002 and 2006.  IFPR is also an issuer of commercial paper
in the United States.  At December 31,
2000, IFPR’s commercial paper outstanding totaled $341.5 million.  Other entities in the Island Finance group
obtain funding by borrowing from commercial banks and other affiliates.

INFORMATION SERVICES OPERATIONS

Wells Fargo Financial Information Services, Inc.On December 15, 1999 the business of WFFISI was transferred
to the Parent at net book value for cash. 
WFFISI has developed and installed an on-line real-time information
processing and communications system called SWIFT®, which connects, over leased
telecommunication facilities, equipment located in branch offices to computer
centers at the Company’s principal executive offices to process loans and
payments, write checks, and perform bookkeeping functions.  The system provides information services to
consumer branch offices of Wells Fargo Financial.  In addition, as of December 31, 2000, WFFISI had contracts to
supply information services to 7 other finance companies.  On that date, approximately 2,100 branch
offices were being served and 5.2 million accounts were being maintained on the
system.

WFFISI developed an enhancement to the system called
SUPREME® which replaced the paper ledger card with video display units.  SUPREME provides greater efficiencies and
enhanced customer service by adding a number of new capabilities to the
existing system.  For example,
delinquency lists, daily collection work lists, solicitation lists, automated
advertising, complete application processing including retrieval of credit
bureau reports, and company-wide access of account records are a few of the
automated features provided by SUPREME. 
Five subscribing companies were utilizing SUPREME at December 31,
2000.  Wells Fargo Financial has
installed SUPREME in all of its consumer and automobile finance branch offices
in the United States, Canada and in all of Island Finance’s branches.  Overall, 5.1 million accounts in
approximately 1,900 locations were being maintained on SUPREME at December 31,
2000.

WFFISI is developing a new system called SAPPHIRETM
which will replace certain of WFFISI’s current system product offerings.  The new system design uses leading edge
technology to incorporate state-of-the-art support for virtually every facet of
the consumer financial services industry.

SOURCES OF FUNDS

Wells Fargo Financial funds its operations through
payments of principal and interest from finance receivables, capital funds, the
sale of debt securities, and borrowings from banks and affiliates.  Borrowings with original maturities of more
than one year comprise 66% of the Company’s total indebtedness at December 31,
2000.  The remaining 34% includes
commercial paper with maturities of nine months or less (27%) and short-term
debt to affiliates and other short-term debt (7%).

The effective interest rate on commercial paper debt
is higher than the stated rates due to commitment fees paid in connection with
Wells Fargo Financial’s bank credit agreements (lines of credit and revolving
credit agreements).  These agreements
provide an alternative source of liquidity to support the Company’s commercial
paper borrowings.

The weighted average annual interest cost of the total
average daily borrowings outstanding in each of the respective years 2000
through 1996 without commitment fees relating to bank credit agreements were
6.61%, 6.16%, 6.40%, 6.37%, and 6.44%, respectively.  The corresponding figures including commitment fees were 6.62%,
6.18%, 6.41%, 6.39%, and 6.46%, respectively. 
Wells Fargo Financial has obtained and continues to obtain, at prevailing
rates, funds sufficient to conduct its business.

|                                                                                     | Years Ended December
  31,
|------------------------------------------------------------------------------------ | --------------------------
|(Dollars in Thousands)                                                               | 2000                      
|Bank credit agreements                                                               | $1,536,880                
|Federal funds borrowings availability                                                | 823,998                   
|                                                                                     |                           
|Daily average outstanding:                                                           |                           
|Commercial paper                                                                     | $2,443,972                
|Less excess funds investments                                                        | 13,280                    
|Net average
  commercial paper outstanding                                           | $2,430,692                
|Ratio of bank credit agreements to above                                             | 63%                       
|                                                                                     |                           
|Ratio of bank credit agreements and federal funds
  borrowings availability to above | 97%                       

Federal funds borrowings are made through an
affiliated bank.

See note 6 to the consolidated financial statements for a listing of
the amounts and maturities of the Company’s outstanding long-term debt at
December 31, 2000 and 1999.

RATIOS OF EARNINGS TO FIXED CHARGES



The following table sets forth the ratios of earnings to fixed charges
of Wells Fargo Financial for the periods indicated:

| | Years Ended December
  31,
| | --------------------------
| | 2000                      
| | 1.58                      

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).



COMPETITION

The business in
which Wells Fargo Financial is engaged is highly competitive.  In addition to competition from other
consumer, automobile, and commercial finance companies, competition comes from
sales finance companies, commercial banks, savings banks, credit card
companies, credit unions and retail establishments offering revolving credit
plans.  The principal method of
competition is service to customers, although interest rates and other
financing charges are adjusted from time to time to reflect market conditions.  Generally, Wells Fargo Financial’s interest
rates or other financing charges are comparable to those of other companies
engaged in consumer finance, commercial finance and lease financing business,
sales finance companies, credit card companies and retail establishments
offering revolving credit plans.  They
are usually higher than those of commercial banks, savings banks and credit
unions.  Wells Fargo Financial is among
the largest finance companies in the United States, but is substantially smaller
than the largest concerns.  Trans Canada
Credit Corporation, one of the Company’s Canadian subsidiaries, has been ranked
among the largest finance companies in Canada.



EMPLOYEE RELATIONS



As of December 31, 2000, the Company and its subsidiaries employed
approximately 9,300 persons.  Management
believes its employee relations are excellent.

Item 2.  Properties.

The Company owns an eleven-story building in Des Moines, Iowa, where
its principal executive offices are maintained.  One of the Company’s life insurance subsidiaries owns a
three-story building in Des Moines which is used by the Company for
administrative purposes.  Wells Fargo
Financial Bank owns a one-story building in Sioux Falls, South Dakota, where
its office is maintained.  All of Wells
Fargo Financial’s other business offices (consisting of consumer finance and
automobile finance branch offices, commercial finance executive and business
production offices, and other administrative offices) are located in rented
office space.  Wells Fargo Financial
believes its facilities are suitable and adequate for its business needs.  These facilities are generally fully
occupied and utilized, although in some instances, office space has been
reserved for anticipated business expansion; otherwise, additional office space
or facilities are leased only when they are needed.

The equipment used in the information processing system (located at
branch offices, relay communication sites, and home office facilities) is
leased or owned by Wells Fargo Financial. 
Telecommunication lines used in the information processing system are
leased on a monthly basis.

Item 3.  Legal Proceedings.

Wells Fargo Financial is a defendant in various matters of litigation
generally incidental to its business. 
Although it is difficult to predict the ultimate outcome of these cases,
management believes, based on discussions with counsel, that any ultimate
liability will not materially affect the financial position and results of
operations of  the Company and its
subsidiaries.

Item 4.  Submission of Matters to a Vote
of Security Holders.

Omitted in accordance with General Instructions I(2) (c).

PART II

Item 5.  Market for Registrant’s Common
Equity and Related Stockholder Matters.

All of the outstanding common stock (1,000 shares) of the Company is
and was, at all times during 2000 and 1999, owned beneficially and of record by
a single stockholder, the Parent.

The aggregate amount of dividends paid by the Company on its common
stock each quarter during 2000 and 1999 was as follows:

| | (In Thousands) | 2000    | 1999   
| | -------------- | ------- | -------
| | First quarter  | $45,000 | $40,000
| | Second quarter |         | 60,000 
| | Third quarter  |         | 60,000 
| | Fourth quarter |         | 60,000 



Certain long-term debt
instruments restrict payment of dividends on and acquisitions of the Company’s
common stock. Approximately $1.2 billion of consolidated stockholder’s equity
was unrestricted at December 31, 2000. In addition, such debt instruments and
the Company’s bank credit agreements contain certain requirements as to
maintenance of net worth (as defined). 
The Company was in compliance with the provisions of those debt
instruments at December 31, 2000.

Item 6.  Selected Financial Data.

|                            | Years Ended December
  31,
|--------------------------- | --------------------------
|(In Thousands)              | 2000                      
|Total income                | $2,233,484                
|Interest and debt expense   | 639,444                   
|Provision for credit losses | 358,308                   
|Net income                  | 241,054                   



|               | December 31,
|-------------- | ------------
|(In Thousands) | 2000        
|Total assets   | $13,576,748 
|Long-term debt | 7,224,673   



WELLS FARGO
FINANCIAL, INC.



Item 7.  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 net income for 2000 was $241.1 million compared with $265.4 million
for 1999 and $238.6 million in 1998. 
Net income from ongoing operations, however, increased to $248.2 million
for 2000 compared with $229.8 million in 1999 and $208.9 million in 1998.  Net income from ongoing operations excludes
the results of subsidiaries engaged in the multiple peril crop insurance and
information service businesses.

Wells Fargo
Financial’s total income (revenue) increased 2% in 2000 and 9% in 1999
($2,233.5 million in 2000 compared with $2,184.3 million in 1999 and $2,005.8
million in 1998).

Income from
finance charges and interest increased 16% in 2000 and 9% in 1999 ($1,896.1
million in 2000 compared with $1,637.4 million in 1999 and $1,498.7 million in
1998).   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.



|Increase in average finance |      |      |     
|--------------------------- | ---- | ---- | ----
|receivables
  outstanding:  | 2000 | 1999 | 1998
|U.S.
  consumer finance     | 20%  | 7%   | 0%  
|Canadian
  consumer finance | 6    | 19   | 36  
|Automobile
  finance        | 8    | 27   | 136 
|Other                       | 22   | 15   | 22  
|Total                       | 16   | 13   | 20  
|                            |      |      |     



|Rate of charge on finance receivables: | 2000   | 1999   | 1998  
|-------------------------------------- | ------ | ------ | ------
|U.S.
  consumer finance                | 19.27% | 18.98% | 19.63%
|Canadian
  consumer finance            | 24.34  | 24.89  | 25.13 
|Automobile
  finance                   | 18.37  | 18.74  | 20.02 
|Other                                  | 14.94  | 14.13  | 14.49 
|Total                                  | 19.25  | 19.23  | 19.97 



The increase in income from finance charges and interest in 2000 was
due to growth in average receivables outstanding.  The increase in 1999 was due predominately to growth in average
receivables outstanding offset in part by the decline in the rate of
charge.  Growth in average receivables
for all segments in 2000, 1999 and 1998 was due predominantly to various acquisitions
combined with regular business activity. 
The majority of the increase in U.S. consumer finance average
receivables in 2000 resulted from regular business activity.  In addition, on June 30, 2000 approximately
$400 million in credit card receivables were acquired.  Also, effective January 1, 2000, the Parent
made a capital contribution to the Company of the issued and outstanding shares
of capital stock of two of the Parent’s consumer finance subsidiaries.  These two subsidiaries had $240 million of
receivables outstanding at the time of the contribution.  The increase in Canadian consumer finance
average receivables in 2000 was due to regular business activity while most of
the increase in 1999 and 1998 was due to the acquisition of TEAC and NRCS,
effective April 21, 1998.  The increase
in automobile finance average receivables in 2000 was due to regular business
activity.  The majority of the increase
in automobile finance average receivables in 1999 and 1998 was due to a capital
contribution by the Parent to the Company, of the issued and outstanding shares
of capital stock of Reliable, effective June 30, 1998, along with the
acquisition of automobile sales finance contracts from Sunstar Acceptance
Corporation, a division of NationsBank, in October 1998.  Several other significant automobile finance
receivable purchases totaling $169 million were made by the Company's
automobile finance subsidiaries during 1999. 
The increase in automobile finance average receivables in 1998 was also
significantly impacted by the acquisition of Fidelity, effective
August 31, 1997.  The majority of
the increase in other average receivables in 2000, 1999 and 1998 was due to
significant receivable growth of Wells Fargo Financial Preferred Capital, Inc.,
a subsidiary of the Company which began rediscounting to consumer finance
companies in 1997.  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 62% in 2000 after increasing 9% in
1999 ($115.0 million in 2000 compared with $305.3 million in 1999 and $280.2
million in 1998).  The decrease in 2000
was due almost entirely to a decline in insurance premiums and commissions on
multiple peril crop insurance.  The
Company transferred the multiple peril crop insurance operations to another
affiliate of Wells Fargo on June 1, 2000. 
The increase in 1999 was due predominately to increases in income from
multiple peril crop insurance. 
Insurance losses and loss expenses decreased 76% in 2000 after increasing
11% in 1999 ($47.3 million in 2000 compared to $196.1 million in 1999 and
$177.2 million in 1998).  The changes
were due almost entirely from changes in losses on multiple peril crop
insurance and the aforementioned transfer.

Other income decreased 8% in 2000 after increasing 6% in 1999 ($222.4 million
in 2000 compared with $241.5 million in 1999 and $226.9 million in 1998).  The decline in 2000 was due 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 and a reduction in
net gains from the sales of marketable securities.  The decline from these two items was partially offset by
increased fees from credit cards.  The
increase in credit card fees resulted from the acquisition of approximately
$400 million of credit card receivables on June 30, 2000.  The increase in 1999 was due predominately
to an increase in collection service income partially offset by a decrease in
income from affiliates.  Income from
affiliates was $45.3 million in 2000 compared with $48.8 million in 1999 and
$63.2 million in 1998.  Investment
income was $79.2 million in 2000 compared with $78.2 million in 1999 and $73.6
million in 1998.  In 2000 there was a
net loss on the sale of marketable securities of $.1 million.  This compares with net gains of $7.6 million
in 1999 and $5.0 million in 1998.

Operating expenses increased 3% in 2000 and 15% in 1999 ($808.6 million
in 2000 compared with $781.4 million in 1999 and $678.2 million in 1998).  A breakdown of operating expenses between
salaries and benefits and all other operating expenses is shown below:



| |                              | 2000     | 1999     | 1998    
| | ---------------------------- | -------- | -------- | --------
| | Salaries and benefits        | $465,018 | $446,628 | $390,263
| | All other operating expenses | 343,565  | 334,738  | 287,934 
| | Total                        | $808,583 | $781,366 | $678,197

The increase in operating expenses was due primarily to increases in employee
compensation and benefits and other costs resulting from business expansion and
acquisitions.

Interest and debt expense increased 23% in 2000 and 7% in 1999 ($639.4
million in 2000 compared with $520.1 million in 1999 and $485.8 million in
1998).  Changes in interest and debt
expense result primarily from (1) changes in the amount of borrowings outstanding
and (2) changes in the cost of those borrowings.



| | Increase in average debt outstanding: | 2000 | 1999
| | ------------------------------------- | ---- | ----
| | Short-term                            | 12%  | 10% 
| | Long-term                             | 12   | 8   
| | Total                                 | 12   | 9   





| | Cost of funds: | 2000  | 1999  | 1998 
| | -------------- | ----- | ----- | -----
| |                |       |       |      
| | Short-term     | 6.52% | 5.30% | 5.59%
| | Long-term      | 6.65  | 6.54  | 6.74 
| | Total          | 6.61  | 6.16  | 6.40 



Changes in average debt outstanding result primarily from the change in
average finance receivables outstanding combined with the change in notes
receivable - affiliates.  Average
finance receivables and average notes receivable - affiliates combined
increased 15% in 2000 and 9% in 1999. 
The increase in the average short-term cost of funds rate from 1999 to
2000 was due to increases in prevailing market rates during 2000.

Provision for credit losses increased 32% in 2000 and decreased 11% in
1999 ($358.3 million in 2000 compared with $272.1 million in 1999 and $304.3
million in 1998).

|Net write-offs, as a percentage of     |       |       |      
|-------------------------------------- | ----- | ----- | -----
|average net receivables
  outstanding: | 2000  | 1999  | 1998 
|U.S.
  consumer finance                | 3.13% | 2.40% | 3.19%
|Canadian
  consumer finance            | 5.38  | 4.49  | 5.37 
|Automobile
  finance                   | 2.88  | 3.77  | 6.75 
|Other                                  | 1.60  | 2.80  | .60  
|Total                                  | 3.19  | 3.00  | 4.01 



Net write-offs increased 23% in 2000 and decreased 15% in 1999.  The increase in 2000 was due to higher net
write-offs in the consumer loan and credit card portions of the U.S. consumer
finance portfolio.  The increase in net
write-offs in the credit card portfolios was due primarily to net write-offs on
the $400 million of credit card receivables acquired on June 30, 2000.  The decrease in 1999 resulted primarily from
policy changes made in 1998.  During the
fourth quarter of 1998, the Company reviewed its policies involving the
write-off of receivables that are a predetermined number of days delinquent.  As a result of the review, the Company made
several changes in its policies to reflect current trends and
expectations.  The changes resulted in
additional consumer write-offs of $37.4 million.  Excluding the additional fourth quarter write-offs in 1998, net
write-offs decreased 3% in 1999. 
Excluding the additional fourth quarter write-offs, net write-offs as a
percentage of average net receivables were 3.51% in 1998.  At December 31, 2000, the Company had an
allowance for credit losses of $462.6 million (4.05% of receivables) compared
with $367.7 million (4.05% of receivables) at December 31, 1999 and $351.0
million (4.24% of receivables) at December 31, 1998.  During 2000 the provision for credit losses exceeded net
write-offs by $44.4 million.  In
addition, $50.5 million in allowance for credit losses related to acquired or
contributed businesses accounted for the remainder of the increase in the
allowance for credit losses in 2000. During 1999 the provision for credit
losses exceeded net write-offs by $16.7 million.  There were no material changes in estimation methods and
assumptions during 2000 and 1999. 
Non-accrual finance receivables were $58.0 million at December 31, 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 $159.9 million at December 31, 2000 compared with $110.9 million at
December 31, 1999.  Management
believes the allowance for credit losses at December 31, 2000, is adequate to
absorb probable inherent losses in the finance receivables portfolio.

Income taxes decreased 7% in 2000 and increased 23% in 1999.  Income before income taxes decreased 8% in
2000 and increased 15% in 1999.  The
effective tax rates were 36.5% in 2000, 36.0% in 1999, and 33.8% in 1998.

Borrowings constitute the largest part of Wells Fargo Financial’s
capitalization.  At December 31, 2000,
86% of the Company’s capital had been obtained from borrowings and 14% from
stockholder’s equity.  Sixty-six percent
of Wells Fargo Financial’s borrowings have original maturities of more than one
year.  The remaining 34% includes
commercial paper with maturities of nine months or less (27%) and short-term
debt to affiliates and other short-term debt (7%).  At December 31, 1999, short-term borrowings comprised 35% of
total borrowings.  This consisted of
commercial paper with maturities of nine months or less (27%) and short-term
debt to affiliates and other short-term debt (8%).  Short-term borrowings as a percent of total borrowings averaged
30% and 31% in 2000 and 1999, respectively.

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 December 31, 2000, lines of credit and revolving credit agreements
totaling $1,537 million were being maintained at 25 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 through an affiliated bank. 
At December 31, 2000, federal funds availability at the two banks
was $824 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.

In January 2001, the Company acquired substantially all of the assets
and business relationships of Conseco Finance Vendor Services Corporation
(“Conseco”).  This purchase included
approximately $825 million in receivables owned by Conseco and an additional
$135 million in receivables under their management.

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.  In June 2000, the FASB
issued FAS 138, Accounting for Certain Derivative Instruments and Certain Hedging
Activities, an amendment to FAS 133. 
The Company implemented the statements on January 1, 2001 and there was
no material impact on the Company’s financial statements as a result of the
implementation.

In September 2000, the FASB issued Statement No. 140 (FAS 140),
Accounting for the Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities, which replaces FAS 125 (of the same
title).  FAS 140 revises certain
standards in the accounting for securitizations and other transfers of financial
assets and collateral, and requires some disclosures relating to securitization
transactions and collateral, but it carries over most of FAS 125’s
provisions.  The collateral and
disclosure provisions of FAS 140 are effective for year-end 2000 financial
statements.  The other provisions of
this Statement are effective for transfers and servicing of financial assets
and extinguishments of liabilities occurring after March 31, 2001; and the
Company has not yet completed the analysis required to determine the impact of
the revised provisions on the financial statements that will be issued after
March 31, 2001.

Item 7A.  Quantitative and Qualitative
Disclosure About Market Risk

Interest
Sensitivity Risk

Interest sensitivity risk is the risk that future changes in interest
rates will reduce net interest income or the market value of the balance
sheet.  Wells Fargo Financial is subject
to the risk of fluctuating interest rates in the normal course of business primarily
in finance receivables, securities available-for-sale, and both short-term and
long-term debt.  Each of these balance
sheet categories will be discussed individually.

Finance Receivables:

The interest rates on receivables outstanding at December 31, 2000 and
1999, are consistent with the current rates at which similar loans would be
made to borrowers with similar credit ratings and for the same remaining
maturities.  As a result, the carrying
value is a reasonable estimate of fair value. 
Expected maturities presented below differ from contractual maturities
since it is the Company’s experience that a substantial portion of the consumer
receivable portfolio is renewed or repaid before contractual maturity dates.



|December 31, 2000:    |        |        |        |        |        |            |         |           
|--------------------- | ------ | ------ | ------ | ------ | ------ | ---------- | ------- | ----------
|                      | 2001   | 2002   | 2003   | 2004   | 2005   | Thereafter | Total   | Fair Value
|(Dollars In Millions) |        |        |        |        |        |            |         |           
|Finance receivables   | $6,759 | $2,422 | $1,196 | $528   | $239   | $274       | $11,418 | $11,418   
|Average earned rate   | 19.90% | 19.10% | 17.74% | 16.25% | 13.94% | 15.73%     | 19.11%  |           



|December 31, 1999:    |        |        |        |        |        |            |        |           
|--------------------- | ------ | ------ | ------ | ------ | ------ | ---------- | ------ | ----------
|                      | 2000   | 2001   | 2002   | 2003   | 2004   | Thereafter | Total  | Fair Value
|(Dollars In Millions) |        |        |        |        |        |            |        |           
|Finance receivables   | $5,495 | $1,916 | $872   | $399   | $245   | $145       | $9,072 | $9,072    
|Average earned rate   | 19.81% | 19.16% | 17.60% | 15.98% | 14.86% | 15.84%     | 19.10% |           



Securities Available-for-Sale:

Wells Fargo Financial does not use derivative financial instruments in
its investment portfolio.  Wells Fargo
Financial’s investment policy only allows for purchases in investment grade
securities.  In addition, the investment
policy also limits the amount of credit exposure to any one issue, issuer and
type of investment.  Wells Fargo
Financial does not expect any material loss with respect to its investment
portfolio.  Maturities for securities
available-for-sale shown below are at amortized cost and are based on
contractual maturities for all debt securities except for mortgage backed
federal agencies and collateralized mortgage obligations, which are based on
expected maturities.



|(Dollars In Millions)     |       |       |       |       |       |            |       |           
|------------------------- | ----- | ----- | ----- | ----- | ----- | ---------- | ----- | ----------
|December 31, 2000:        |       |       |       |       |       |            |       |           
|                          | 2001  | 2002  | 2003  | 2004  | 2005  | Thereafter | Total | Fair Value
|U.S. Treasury and         |       |       |       |       |       |            |       |           
|Federal Agencies          | $23   | $19   | $43   | $21   | $18   | $46        | $170  | $173      
|Average Yield             | 6.98% | 6.11% | 6.53% | 6.98% | 7.07% | 7.13%      | 6.84% |           
|                          |       |       |       |       |       |            |       |           
|States and Political      |       |       |       |       |       |            |       |           
|Subdivisions              | $29   | $23   | $19   | $17   | $21   | $168       | $277  | $286      
|Average Yield             | 4.62% | 4.73% | 4.61% | 4.53% | 4.56% | 4.75%      | 4.64% |           
|                          |       |       |       |       |       |            |       |           
|Mortgage Backed           |       |       |       |       |       |            |       |           
|Federal Agencies          | $30   | $17   | $16   | $18   | $16   | $31        | $128  | $128      
|Average Yield             | 6.94% | 6.74% | 6.74% | 6.73% | 6.73% | 6.65%      | 6.75% |           
|                          |       |       |       |       |       |            |       |           
|Collateralized   Mortgage |       |       |       |       |       |            |       |           
|Obligations               | $2    | $1    | $0    | $0    | $0    | $0         | $3    | $3        
|Average Yield             | 7.37% | 7.07% | 0.00% | 0.00% | 0.00% | 0.00%      | 7.26% |           
|                          |       |       |       |       |       |            |       |           
|Equity Securities         |       |       |       |       |       | $105       | $105  | $110      
|Average Yield             |       |       |       |       |       | 4.79%      | 4.79% |           
|                          |       |       |       |       |       |            |       |           
|All Other Securities      | $63   | $58   | $113  | $94   | $96   | $95        | $519  | $515      
|Average Yield             | 6.66% | 6.80% | 6.39% | 6.77% | 7.34% | 6.65%      | 6.77% |           



|December 31, 1999:        |       |       |       |       |       |            |       |           
|------------------------- | ----- | ----- | ----- | ----- | ----- | ---------- | ----- | ----------
|                          | 2000  | 2001  | 2002  | 2003  | 2004  | Thereafter | Total | Fair Value
|U.S. Treasury and         |       |       |       |       |       |            |       |           
|Federal
    Agencies      | $17   | $13   | $24   | $30   | $9    | $62        | $155  | $153      
|Average Yield             | 6.63% | 6.96% | 6.07% | 6.37% | 6.92% | 6.97%      | 6.68% |           
|                          |       |       |       |       |       |            |       |           
|States and Political      |       |       |       |       |       |            |       |           
|Subdivisions              | $25   | $29   | $22   | $17   | $21   | $175       | $289  | $290      
|Average Yield             | 4.72% | 4.60% | 4.69% | 4.56% | 4.54% | 4.66%      | 4.62% |           
|                          |       |       |       |       |       |            |       |           
|Mortgage Backed           |       |       |       |       |       |            |       |           
|Federal
    Agencies      | $33   | $19   | $19   | $24   | $23   | $80        | $198  | $192      
|Average Yield             | 6.87% | 6.70% | 6.70% | 6.70% | 6.70% | 6.43%      | 6.68% |           
|                          |       |       |       |       |       |            |       |           
|Collateralized   Mortgage |       |       |       |       |       |            |       |           
|Obligations               | $1    | $0    | $0    | $1    | $1    | $1         | $4    | $4        
|Average Yield             | 8.66% | 0.00% | 0.00% | 7.53% | 7.53% | 6.79%      | 7.56% |           
|                          |       |       |       |       |       |            |       |           
|Equity Securities         |       |       |       |       |       | $105       | $105  | $110      
|Average Yield             |       |       |       |       |       | 4.64%      | 4.64% |           
|                          |       |       |       |       |       |            |       |           
|All Other Securities      | $79   | $76   | $49   | $101  | $69   | $116       | $490  | $476      
|Average Yield             | 6.40% | 6.52% | 6.50% | 6.26% | 6.51% | 6.54%      | 6.45% |           

Short-Term and Long-Term Debt:
The table below provides information about Wells Fargo Financial’s debt
instruments.  The table shows principal
cash flows and related weighted average interest rates by expected maturity
dates.  The information is presented in
U.S. dollars which is the Company’s reporting currency.  The instruments’ actual cash flows are
denominated in U.S. dollars, Canadian dollars, and Argentine pesos.

|In Millions                  |        |        |        |       |       |            |        |           
|---------------------------- | ------ | ------ | ------ | ----- | ----- | ---------- | ------ | ----------
|of U.S. Dollars)             |        |        |        |       |       |            |        |           
|December 31, 2000:           |        |        |        |       |       |            |        |           
|                             | 2001   | 2002   | 2003   | 2004  | 2005  | Thereafter | Total  | Fair Value
|Short-Term Debt - U.S:       |        |        |        |       |       |            |        |           
|Debt Outstanding             | $3,307 |        |        |       |       |            | $3,307 | $3,307    
|Average Interest Rate        | 6.60%  |        |        |       |       |            | 6.60%  |           
|                             |        |        |        |       |       |            |        |           
|Short-Term Debt - Canada:    |        |        |        |       |       |            |        |           
|Debt Outstanding             | $407   |        |        |       |       |            | $407   | $407      
|Average Interest Rate        | 5.82%  |        |        |       |       |            | 5.82%  |           
|                             |        |        |        |       |       |            |        |           
|Short-Term Debt - Argentina: |        |        |        |       |       |            |        |           
|Debt Outstanding             | $69    |        |        |       |       |            | $69    | $69       
|Average Interest Rate        | 10.61% |        |        |       |       |            | 10.61% |           
|                             |        |        |        |       |       |            |        |           
|Long-Term Debt - U.S.:       |        |        |        |       |       |            |        |           
|Debt Outstanding             | $1,341 | $1,546 | $1,031 | $845  | $911  | $850       | $6,524 | $6,561    
|Average Interest Rate        | 6.48%  | 6.66%  | 6.50%  | 6.61% | 7.24% | 6.53%      | 6.65%  |           
|                             |        |        |        |       |       |            |        |           
|Long-Term Debt- Canada:      |        |        |        |       |       |            |        |           
|Debt Outstanding             | $120   | $80    | $97    | $167  | $80   | $157       | $701   | $702      
|Average Interest Rate        | 5.85%  | 5.85%  | 5.53%  | 5.87% | 6.48% | 6.28%      | 5.98%  |           





|December 31, 1999:           |        |       |       |       |       |            |        |           
|---------------------------- | ------ | ----- | ----- | ----- | ----- | ---------- | ------ | ----------
|                             | 2000   | 2001  | 2002  | 2003  | 2004  | Thereafter | Total  | Fair Value
|Short-Term Debt - U.S:       |        |       |       |       |       |            |        |           
|Debt Outstanding             | $2,777 |       |       |       |       |            | $2,777 | $2,777    
|Average Interest Rate        | 5.96%  |       |       |       |       |            | 5.96%  |           
|                             |        |       |       |       |       |            |        |           
|Short-Term Debt - Canada:    |        |       |       |       |       |            |        |           
|Debt Outstanding             | $295   |       |       |       |       |            | $295   | $295      
|Average Interest Rate        | 5.10%  |       |       |       |       |            | 5.10%  |           
|                             |        |       |       |       |       |            |        |           
|Short-Term Debt - Argentina: |        |       |       |       |       |            |        |           
|Debt Outstanding             | $55    |       |       |       |       |            | $55    | $55       
|Average Interest Rate        | 10.30% |       |       |       |       |            | 10.30% |           
|                             |        |       |       |       |       |            |        |           
|Long-Term Debt - U.S.:       |        |       |       |       |       |            |        |           
|Debt Outstanding             | $1,154 | $554  | $904  | $653  | $800  | $1,100     | $5,165 | $5,072    
|Average Interest Rate        | 6.24%  | 6.36% | 6.78% | 6.16% | 6.61% | 6.65%      | 6.48%  |           
|                             |        |       |       |       |       |            |        |           
|Long-Term Debt- Canada:      |        |       |       |       |       |            |        |           
|Debt Outstanding             | $122   | $125  | $83   | $100  | $173  | $146       | $749   | $734      
|Average Interest Rate        | 6.34%  | 5.72% | 5.85% | 5.53% | 5.87% | 6.23%      | 5.94%  |           



Foreign
Currency Exchange Rate Risk
The amount invested in subsidiaries and translated into U.S. dollars using the
year-end exchange rate was $128 million and $115 million at December 31, 2000
and 1999, respectively.  All investments
in subsidiaries were denominated in either Canadian dollars or Argentine
pesos.  The potential loss in fair value
resulting from a hypothetical 10% adverse change in quoted foreign currency
exchange rates amounts to $13 and $12 million at December 31, 2000 and 1999,
respectively.  Actual results may
differ.  Canadian operations are funded
with borrowings in Canadian dollars and Argentine operations are funded
primarily with borrowings in Argentine pesos.

Item 8.  Financial Statements and
Supplementary Data.

WELLS FARGO FINANCIAL,
INC.
Consolidated Financial Statements



KPMG LLP

(logo)

| | 4200 Wells Fargo Center 
| | ------------------------
| | 90 S. Seventh Street    
| | Minneapolis, MN 
  55402
| |                         



INDEPENDENT
AUDITORS’ REPORT

The Board of Directors
Wells Fargo Financial, Inc.:

We have audited the accompanying consolidated balance sheets of Wells
Fargo Financial, Inc. (a wholly owned subsidiary of Wells Fargo Financial
Services, Inc., which is a wholly owned subsidiary of Wells Fargo &
Company) and subsidiaries as of December 31, 2000 and 1999, and the related
consolidated statements of income, comprehensive income, cash flows, and
stockholder's equity for the years then ended. 
These consolidated financial statements are the responsibility of the
Company's management.  Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. 
Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. 
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Wells Fargo
Financial, Inc. and subsidiaries as of December 31, 2000 and 1999 and the
results of their operations and their cash flows for the years then ended in
conformity with accounting principles generally accepted in the United States
of America.



/s/ KPMG LLP

Minneapolis, Minnesota
January 16, 2001



Deloitte & Touche LLP
Two Prudential Plaza
180 North Stetson Avenue
Chicago, Illinois  60601-6779

Telephone:        (312) 946-3000                            
                                          
(logo)
Facsimile:         (312) 946-2600
www.us.deloitte.com



INDEPENDENT
AUDITORS’ REPORT

Wells Fargo Financial, Inc.:

We have audited the accompanying consolidated statements of income,
comprehensive income, cash flows and stockholder’s equity of Wells Fargo
Financial, Inc. (formerly known as Norwest Financial, Inc.) (a wholly-owned
subsidiary of Wells Fargo Financial Services, Inc. which is a wholly-owned subsidiary
of Wells Fargo & Company) for the year ended December 31, 1998.  These financial statements are the
responsibility of the Company’s management. 
Our responsibility is to express an opinion on these financial
statements based on our audit

We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. 
Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. 
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We
believe that our audit provides a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly,
in all material respects, the results of operations and cash flows of Wells
Fargo Financial, Inc. for the year ended December 31, 1998, in conformity
with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

January 18, 1999
Chicago, Illinois





WELLS FARGO FINANCIAL,
INC.Consolidated Balance Sheets
(Thousands of Dollars)

|                                       | December 31,
|-------------------------------------- | ------------
|Assets                                 | 2000        
|Cash and cash equivalents              | $205,036    
|Securities available-for-sale          | 1,215,135   
|Finance receivables                    | 11,417,862  
|Less allowance for credit losses       | 462,555     
|Finance receivables - net              | 10,955,307  
|Notes receivable - affiliates          | 505,386     
|Property and equipment (at cost, less  |             
|accumulated depreciation of
  $148,042 |             
|for 2000 and $130,253 for 1999)        | 63,651      
|Deferred income taxes                  | 111,262     
|Other assets                           | 520,971     
|Total
  assets                         | $13,576,748 



See accompanying
notes to consolidated financial statements



WELLS FARGO
FINANCIAL, INC.
Consolidated Balance Sheets
(Thousands of Dollars)

|Liabilities and                                          | December 31,
|-------------------------------------------------------- | ------------
|Stockholder’s Equity                                     | 2000        
|Loans payable - short-term:                              |             
|Commercial paper                                         | $2,973,508  
|Affiliates                                               | 99,379      
|Other                                                    | 709,988     
|Unearned insurance premiums and commissions              | 139,476     
|Insurance claims and policy reserves                     | 34,978      
|Accrued interest payable                                 | 121,007     
|Other payables to affiliates                             | 48,761      
|Other liabilities                                        | 370,363     
|Senior long-term debt                                    | 7,224,673   
|                                                         |             
|Total
  liabilities                                      | 11,722,133  
|                                                         |             
|Commitments and contingencies (notes 6, 9, 10, and
  17) |             
|                                                         |             
|Stockholder’s equity:                                    |             
|Common stock without par value
  (authorized             |             
|1,000
  shares, issued and outstanding 1,000 shares)     | 3,855       
|                                                         |             
|Additional paid in capital                               | 312,302     
|                                                         |             
|Retained earnings                                        | 1,540,902   
|                                                         |             
|Accumulated other comprehensive                          |             
|loss, net
  of income taxes                              | (2,444)     
|                                                         |             
|Total
  stockholder’s equity                             | 1,854,615   
|                                                         |             
|Total
  liabilities and                                  |             
|stockholder’s
  equity                                   | $13,576,748 



See accompanying
notes to consolidated financial statements.



WELLS FARGO FINANCIAL,
INC.Consolidated Statements of Income
(Thousands of Dollars)

|                                   | Years Ended December
  31,
|---------------------------------- | --------------------------
|                                   | 2000                      
|Income:                            |                           
|Finance charges and interest       | $1,896,075                
|Insurance premiums and commissions | 114,996                   
|Other income                       | 222,413                   
|Total
  income                     | 2,233,484                 
|                                   |                           
|Expenses:                          |                           
|Operating expenses                 | 808,583                   
|Interest and debt expense          | 639,444                   
|Provision for credit losses        | 358,308                   
|Insurance losses and loss expenses | 47,261                    
|Total
  expenses                   | 1,853,596                 
|                                   |                           
|Income
  before income taxes       | 379,888                   
|                                   |                           
|Income taxes                       | 138,834                   
|Net
  income                       | $241,054                  



See accompanying
notes to consolidated financial statements.





WELLS FARGO FINANCIAL,
INC.Consolidated Statements of
Comprehensive Income
(Thousands of Dollars)

|                                                                                                     | Years Ended December
  31,
|---------------------------------------------------------------------------------------------------- | --------------------------
|                                                                                                     | 2000                      
|Net income                                                                                           | $241,054                  
|Other comprehensive income (loss), before income
  taxes:                                            |                           
|Unrealized gains (losses) on
  securities available-for-
     sale:                                  |                           
|Unrealized gains
  (losses) arising during the period                                                | 25,514                    
|Reclassification
  adjustment for net (gains) losses
        included in income                      | 105                       
|                                                                                                     | 25,619                    
|Foreign currency translation
  adjustment                                                            | (1,645)                   
|Other
  comprehensive income (loss) before income
        taxes                                      | 23,974                    
|Income tax expense (benefit) related to unrealized
  gains (losses) on securities available-for-sale | 8,782                     
|Other comprehensive income (loss), net of income
  taxes                                             | 15,192                    
|Comprehensive
  income                                                                               | $256,246                  

See accompanying notes to consolidated financial statements.





WELLS FARGO
FINANCIAL, INC.Consolidated Statements of Cash
Flows
(Thousands of Dollars)

|                                                                                                                                        | Years Ended December
  31,
|--------------------------------------------------------------------------------------------------------------------------------------- | --------------------------
|                                                                                                                                        | 2000                      
|Cash flows from operating activities:                                                                                                   |                           
|Net income                                                                                                                              | $241,054                  
|Adjustments to reconcile net
  income to net cash flows
     from operating activities, net of effect of contributed
     subsidiaries: |                           
|Provision for
  credit losses                                                                                                           | 358,308                   
|Depreciation and
  amortization                                                                                                         | 50,223                    
|Deferred income
  taxes                                                                                                                 | 7,887                     
|Other assets                                                                                                                            | (50,807)                  
|Unearned
  insurance premiums and commissions                                                                                           | (1,143)                   
|Insurance claims
  and policy reserves                                                                                                  | 773                       
|Accrued interest
  payable                                                                                                              | 22,302                    
|Other payables
  to affiliates                                                                                                          | 70,018                    
|Other
  liabilities                                                                                                                     | (26,797)                  
|Net cash provided by operating activities                                                                                               | 671,818                   
|Cash flows used for investing activities:                                                                                               |                           
|Finance receivables:                                                                                                                    |                           
|Principal
  collected                                                                                                                   | 7,601,153                 
|Receivables
  originated or purchased                                                                                                   | (9,299,797)               
|Proceeds from sales of securities                                                                                                       | 170,554                   
|Proceeds from maturities of
  securities                                                                                                | 151,670                   
|Purchase of securities                                                                                                                  | (330,822)                 
|Net additions to property and
  equipment                                                                                               | (16,108)                  
|Net decrease
  (increase) in notes receivable - affiliates,
     net of effect of contributed subsidiaries                              | (39,132)                  
|Cash and cash
  equivalents of contributed subsidiaries
     received                                                                   | 5,477                     
|Net cash used for acquisitions                                                                                                          | (492,744)                 
|Net cash proceeds from transfer of
  subsidiaries                                                                                       |                           
|Other                                                                                                                                   | 55,872                    
|Net cash used by investing activities                                                                                                   | (2,193,877)               
|Cash flows from financing activities:                                                                                                   |                           
|Net increase in loans payable -
  short-term                                                                                            | 474,768                   
|Proceeds from issuance of senior
  long-term debt                                                                                       | 2,305,100                 
|Repayments of long-term debt:                                                                                                           |                           
|Senior                                                                                                                                  | (1,281,743)               
|Subordinated                                                                                                                            |                           
|Capital contribution from Parent                                                                                                        | 95,000                    
|Dividends paid                                                                                                                          | (45,000)                  
|Net cash provided by financing activities                                                                                               | 1,548,125                 
|Net increase in cash and cash equivalents                                                                                               | 26,066                    
|Cash and cash equivalents beginning of year                                                                                             | 178,970                   
|Cash and cash equivalents end of year                                                                                                   | $205,036                  



See accompanying notes to consolidated
financial statements

.



WELLS
FARGO FINANCIAL, INC.Consolidated Statements of
Stockholder’s Equity
(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
|Balance, December 31, 1997       | $3,855       | $185,410                     | $1,167,418        | $(8,757)                                        | $15,864                                                      
|Comprehensive income:            |              |                              |                   |                                                 |                                                              
|Net income                       |              |                              | 238,604           |                                                 |                                                              
|Other                            |              |                              |                   | (4,773)                                         | 7,216                                                        
|Contributed subsidiary           |              | 4,028                        | 6,348             |                                                 |                                                              
|Dividends                        |              |                              | (50,000)          |                                                 |                                                              
|Balance, December 31, 1998       | 3,855        | 189,438                      | 1,362,370         | (13,530)                                        | 23,080                                                       
|Comprehensive income:            |              |                              |                   |                                                 |                                                              
|Net income                       |              |                              | 265,361           |                                                 |                                                              
|Other                            |              |                              |                   | 3,955                                           | (34,236)                                                     
|Contributed subsidiary           |              | 7,259                        | 12                |                                                 |                                                              
|Dividends                        |              |                              | (220,000)         |                                                 |                                                              
|Balance, December 31, 1999       | 3,855        | 196,697                      | 1,407,743         | (9,575)                                         | (11,156)                                                     
|Comprehensive income:            |              |                              |                   |                                                 |                                                              
|Net income                       |              |                              | 241,054           |                                                 |                                                              
|Other                            |              |                              |                   | (1,645)                                         | 16,837                                                       
|Capital contribution from Parent |              | 95,000                       |                   |                                                 |                                                              
|Contributed subsidiaries         |              | 20,605                       | (2,724)           |                                                 |                                                              
|Transfer of subsidiary           |              |                              | (60,171)          |                                                 | 3,095                                                        
|Dividends                        |              |                              | (45,000)          |                                                 |                                                              
|Balance, December 31, 2000       | $3,855       | $312,302                     | $1,540,902        | $(11,220)                                       | $8,776                                                       



See accompanying notes to consolidated financial statements.



WELLS FARGO
FINANCIAL, INC.

Notes to Consolidated
Financial Statements



1.      Significant Accounting Policies.

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”).  The Parent is a
wholly-owned subsidiary of Wells Fargo & Company ("Wells Fargo").

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.  At the time
of the transfer, the multiple peril crop insurance subsidiaries had assets of
$86.3 million and had an incurred $7.2 million loss for the year.

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.

On December 15,
1999, the business of Wells Fargo Financial Information Services, Inc. and its
wholly-owned subsidiary ("WFFISI") was transferred to the Parent at
net book value for cash.

Effective January 21, 1999, the Parent made a capital contribution,
without consideration, to the Company of the assets (along with and subject to
the liabilities) and other related leasehold or property interests or rights
formerly held by Mid-Penn Consumer Discount Company (“Mid-Penn”).  Immediately preceding the capital
contribution, Mid-Penn had merged with and into the Parent, and the Parent was
the surviving corporation.  This capital
contribution was accounted for as a merger of interests under common
control.  Mid-Penn’s headquarters were
in Philadelphia, Pennsylvania and its principal business was consumer
finance.  Mid-Penn had finance
receivables outstanding of $10 million at the time of the merger into the
Parent.

Effective January 1, 1999, the Parent made a capital contribution,
without consideration, to the Company of the issued and outstanding shares of
capital stock of Aman Collection Service, Inc. and Aman Collection Service 1,
Inc. (collectively referred to as “Aman”). 
This capital contribution was accounted for as a merger of interests
under common control.  Aman’s
headquarters are in Aberdeen, South Dakota and its principal business is
collection services.

Effective June 30, 1998, the Parent made a capital contribution,
without consideration, to the Company of the issued and outstanding shares of
capital stock of Reliable Financial Services, Inc. (“Reliable”).  This capital contribution was accounted for
as a merger of interests under common control. 
Reliable’s headquarters are in San Juan, Puerto Rico and its principal
business is automobile finance. 
Reliable had finance receivables outstanding of $293 million at the time
of the contribution.

Business Combinations.

Effective December 20, 2000, the Company acquired substantially all of
the assets and liabilities of Flagship Credit Corporation and its wholly owned
subsidiaries (“Flagship”), an automobile finance company.  Total purchase price was approximately $345
million.  At the time of the acquisition,
Flagship had receivables outstanding included in its balance sheet of $713
million and another $206 million of receivables under management.



Effective September 1, 2000, one of the Company’s subsidiaries acquired
Charter Financial Company, a specialty finance and leasing company.  Total purchase price was approximately $16
million.  Charter operates in Canada
where its 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.

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

In October 1998, two of the Company’s automobile finance subsidiaries
acquired $320 million in automobile finance receivables from Sunstar Acceptance
Corporation, a division of NationsBank. 
Several other significant automobile finance receivable purchases totaling
$169 million were made by the Company's automobile finance subsidiaries during
1999.

Effective April
21, 1998, one of the Company’s Canadian subsidiaries acquired all of the issued
and outstanding shares of capital stock of The T. Eaton Acceptance Co. Limited
(“TEAC”) and National Retail Credit Services Limited (“NRCS”).  TEAC and NRCS were headquartered in Toronto,
Ontario and were primarily engaged in purchasing sales finance contracts.  TEAC and NRCS had finance receivables
outstanding of $305 million at the time of the acquisition.

Effective January 7, 1998, the Company, through its wholly-owned
subsidiary, Finvercon USA, Inc., acquired Finvercon S.A. Compañía Financiera
(“Finvercon”).  Funding necessary for
this acquisition was provided to Finvercon USA, Inc. by the Company.  Finvercon is engaged in consumer finance
from its office in Buenos Aires, Argentina and had receivables outstanding of
$33 million at the time of acquisition.

All of the business combinations described above were accounted for as
purchases.  The assets and liabilities
acquired in these business combinations were recorded at fair value, and the
Company’s financial statements contain only the results of operations of the
various acquired entities since their respective acquisition dates.  If these business combinations had occurred
at the beginning of the respective years, net income would not have been
materially different from the amounts reported.

Securities
Available-for-Sale. 
Debt and equity securities are classified as available-for-sale. Debt
and equity securities classified as available-for-sale are reported at fair
value with net unrealized gains and losses, net of deferred income taxes,
excluded from earnings and recorded as a component of accumulated other
comprehensive income until realized.  If
a decline in the security’s fair value is deemed to be other than temporary,
the amount of the write-down is recognized as a reduction in earnings.  Wells Fargo Financial computes realized
gains and losses using the specific identification method.

Finance Charges and Interest.  Finance charges and interest are earned
primarily using the interest method on an accrual basis.  Automobile finance and commercial
receivables that are past due for 90 days or more are placed on non-accrual
status.  When the receivable is placed
on non-accrual status, accrued and unpaid interest is charged against finance
charges and interest.  All other finance
receivables continue to accrue interest until the receivable is collected or
written off.  When a receivable is
written off, accrued and unpaid interest is charged against finance charges and
interest.

Loan Origination Fees and Costs.  Fees received and certain direct costs
incurred for the origination of receivables are deferred and amortized to interest
income over the contractual lives of the receivables using the interest
method.  Unamortized amounts are
recognized at the time receivables are paid in full.  Material discounts and premiums on purchased receivables are
recognized over the contractual lives of the purchased receivables using a
method that approximates the interest method.

Allowance for Credit Losses. The
allowance for credit losses is based on loss experience in relation to finance
receivables outstanding and is established through a provision for credit
losses charged to expense.  The
allowance is an amount that management believes will be adequate to absorb
probable losses on existing receivables that may become uncollectible based on
evaluations of collectibility of receivables and prior credit loss experience.

Finance receivables are written off when evaluated as
uncollectible.  In addition, consumer
finance receivables in the United States are generally written off if no
payment is applied during the three-month period immediately preceding the
balance sheet date and the receivable is 90 days or more contractually
delinquent.  Automobile finance
receivables are written off when the receivable is 150 days or more
contractually delinquent.  All other
receivables are generally written off when the receivable is 180 days or more
contractually delinquent.

Property and Equipment.  Depreciation is provided for property and
equipment on a straight-line basis over their estimated useful lives, which
are:  19 to 39 years for buildings, 5 to
39 years for building equipment and improvements, and 3 to 8 years for
furniture, fixtures and equipment. 
Generally, leasehold improvements are amortized over five years or the
life of the lease whichever is shorter. 
Maintenance and repairs of building and office equipment (not
significant in the aggregate) are charged to expense.  At the time assets are disposed of or are retired, the related
asset and accumulated depreciation or amortization are removed from the respective
accounts.  Gains and losses on
dispositions are included in earnings.

Deferred Income Taxes.  Deferred income taxes reflect the impact of
temporary differences between the amounts of assets and liabilities recorded
for financial reporting from the basis used for income tax purposes (note 10).

Retirement Plans.  Retirement plans cover substantially all
employees who meet certain age and service requirements.  Wells Fargo Financial’s funding policy is to
contribute no more than the maximum amount that can be deducted for federal
income tax purposes (note 11).

Insurance Income and Expense.  Insurance premiums are recognized as income
over the terms of the policies. 
Premiums for credit life insurance are recognized as revenue using a
method that approximates the interest method. 
Premiums for credit disability insurance, involuntary unemployment
insurance, and multiple peril crop insurance are recognized as revenue in
relationship to anticipated claims. 
Premiums and commissions from property insurance and non-filing
insurance are recognized as revenue on a pro-rata basis.  The Company discontinued the utilization of
non-filing insurance in December 1999. 
Policy acquisition expenses (principally ceding commissions) are
deferred and charged to expense over the terms of the related policies in
proportion to premium income recognition.

Foreign Currency Translation.  Assets and liabilities of the foreign
operations are translated at the exchange rate as of the balance sheet
date.  Foreign operating results are
translated at the average exchange rates for the period covered by the income
statement.  The resulting translation
adjustments are recorded as a separate component of accumulated other
comprehensive income.

Goodwill and Other Intangibles.  Goodwill represents the unamortized cost of
acquiring subsidiaries and other net assets in excess of the fair value of such
net assets at the date of acquisition. 
Goodwill is amortized over a maximum 15-year period using the
straight-line method.  Other
identifiable intangibles are amortized either on an accelerated basis or
straight-line, over various periods which do not exceed 15 years.  Goodwill and other intangible assets are
written down to fair value when the expected cash flows from the investment no
longer support the carrying value.

Use of Estimates.  The preparation of financial statements in
conformity with accounting principles generally accepted in the United States
of America requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period.  Actual results could differ from those
estimates.

New 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.  In June 2000, the FASB issued FAS 138,
Accounting for Certain Derivative Instruments and Certain Hedging Activities,
an amendment to FAS 133.  The Company
implemented the statements on January 1, 2001 and there was no material impact
on the Company’s financial statements as a result of the implementation.

In September 2000,
the FASB issued Statement No. 140 (FAS 140), Accounting for the Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities, which
replaces FAS 125 (of the same title). 
FAS 140 revises certain standards in the accounting for securitizations
and other transfers of financial assets and collateral, and requires some
disclosures relating to securitization transactions and collateral, but it
carries over most of FAS 125’s provisions. 
The collateral and disclosure provisions of FAS 140 are effective for
year-end 2000 financial statements.  The
other provisions of this Statement are effective for transfers and servicing of
financial assets and extinguishments of liabilities occurring after March 31,
2001; and the Company has not yet completed the analysis required to determine
the impact of the revised provisions on the financial statements that will be
issued after March 31, 2001.



2.      Securities Available-for-Sale.

The amortized cost
and fair value of securities available-for-sale were:

|(In Thousands)                        | December 31, 2000 | December 31, 1999 |             
|------------------------------------- | ----------------- | ----------------- | ------------
|Amortized
  Cost                      | Fair
  Value      | Amortized
  Cost  | Fair
  Value
|                                     
|                                      |                   |                   |             
|U.S. Treasury and federal agencies    | $169,993          | $172,720          | $155,264    
|States and political subdivisions     | 276,533           | 285,663           | 289,500     
|Mortgage-backed securities:           |                   |                   |             
|Federal agencies                      | 127,579           | 127,775           | 197,522     
|Collateralized mortgage
  obligations | 3,146             | 3,163             | 4,074       
|                                      |                   |                   |             
|Total mortgage-backed securities      | 130,725           | 130,938           | 201,596     
|Other (primarily corporate bonds)     | 519,112           | 515,542           | 490,402     
|Total debt
  securities               | 1,096,363         | 1,104,863         | 1,136,762   
|Marketable equity securities          | 105,172           | 110,272           | 104,591     
|Total                                 | $1,201,535        | $1,215,135        | $1,241,353  



The gross
unrealized gains and losses of securities available-for-sale were:

|                                      | December 31, 2000 | December 31, 1999
|------------------------------------- | ----------------- | -----------------
|                                      | Gross Unrealized  | Gross Unrealized 
|(In Thousands)                        | Gains             | Losses           
|U.S. Treasury and federal agencies    | $3,452            | $725             
|States and political subdivisions     | 9,490             | 360              
|Mortgage-backed securities:           |                   |                  
|Federal agencies                      | 435               | 239              
|Collateralized mortgage
  obligations | 24                | 7                
|Total mortgage-backed securities      | 459               | 246              
|Other (primarily corporate bonds)     | 5,620             | 9,190            
|Total debt
  securities               | 19,021            | 10,521           
|Marketable equity securities          | 13,179            | 8,079            
|Total                                 | $32,200           | $18,600          



Maturities of mortgage-backed securities were estimated based upon
anticipated payments.  The amortized
cost and fair values of debt securities available-for-sale by maturity were:

|                                   | December 31, 2000
|---------------------------------- | -----------------
|                                   | Amortized
  Cost 
|(In Thousands)                    
|In one year or less                | $146,528         
|After one year through five years  | 608,472          
|After five years through ten years | 207,906          
|After ten years                    | 133,457          
|Total                              | $1,096,363       



Total gross
realized gains and losses from the sale of securities were $7,633,000 and
$7,738,000, respectively, in 2000; $11,080,000 and $3,494,000, respectively, in
1999; and $7,749,000 and $2,786,000, respectively, in 1998.  The carrying amounts of securities on
deposit under statutory or other requirements at December 31, 2000 and 1999,
were $8,127,000 and $11,001,000 respectively.

Income from
securities available-for-sale and cash equivalents was as follows:

|                    | Years Ended December
  31,
|------------------- | --------------------------
|(In Thousands)      | 2000                      
|Taxable interest    | $59,668                   
|Tax-exempt interest | 13,751                    
|Dividends           | 5,736                     
|Total income        | $79,155                   



3.       Finance Receivables.

Finance receivables are as follows:

|                                       | December 31,
|-------------------------------------- | ------------
|(In Thousands)                         | 2000        
|United States consumer finance:        |             
|Real estate-secured loans              | $2,507,419  
|Consumer loans                         | 1,460,746   
|Total loans                            | 3,968,165   
|Sales finance contracts                | 1,295,147   
|Credit cards                           | 1,148,486   
|Total United States consumer
  finance | 6,411,798   
|Canadian consumer finance:             |             
|Real estate-secured loans              | 85,000      
|Consumer loans                         | 452,581     
|Total loans                            | 537,581     
|Sales finance contracts                | 497,379     
|Credit cards                           | 21,298      
|Total Canadian consumer finance        | 1,056,258   
|Automobile finance                     | 3,078,026   
|Other                                  | 871,780     
|Total finance receivables              | $11,417,862 

Loans are
generally repayable in monthly installments over a period of 180 months or
less.  Sales finance contracts can be
either open-end (revolving) or closed-end. 
Open-end sales finance contracts do not have an original maturity
because the accounts created by these contracts can be used for repeated
transactions.  The minimum monthly
payment of open-end sales finance contracts generally ranges from 1/12 to 1/30
of the highest unpaid balance of the account. 
Closed-end sales finance contracts purchased are repayable in equal
monthly installments and generally have original maturities of 60 months or
less.



The amounts of
cash payments applied to consumer receivables during the years ended December
31, 2000, 1999, and 1998 approximated $7,096,119,000; $6,982,735,000; and
$6,346,421,000, respectively.  These
amounts exceeded the amount contractually due because a substantial portion of
such receivables are renewed, converted, or paid in full prior to
maturity.  Unearned insurance premiums
and insurance claims and policy reserves which pertain to Wells Fargo
Financial’s consumer receivables were approximately $157,614,000 and
$157,721,000 at December 31, 2000 and 1999, respectively.

At December 31,
2000, contractual maturities of commercial receivables were as follows:  $213,627,000 were due in one year or less;
$562,992,000 were due after one year through five years; and $17,247,000 were
due after five years.  Substantially all
commercial receivables have fixed interest rates.  Contractual maturities are not presented for the consumer
receivables as it is the Company’s experience that a substantial portion of the
consumer receivable portfolio is renewed or repaid before contractual maturity
dates.

Receivables
include Canadian receivables of $1,056,258,000 and $1,023,945,000 at December
31, 2000 and 1999, respectively, and Argentina receivables of $116,423,000 and
$90,714,000 at December 31, 2000 and 1999, respectively.

Non-accrual
commercial receivables totaled $7,473,000 and $4,304,000 at December 31, 2000
and 1999, respectively.  The allowance
for losses related to these commercial receivables was $374,000 and $208,000 at
December 31, 2000 and 1999, respectively. 
The average amount of non-accrual commercial receivables for the years
ended December 31, 2000, 1999 and 1998 were $6,326,000, $5,221,000, and
$5,300,000, respectively.

The effect of non-accrual commercial receivables on finance charges and
interest are:

|                                   | Years Ended December
  31,
|---------------------------------- | --------------------------
|(In Thousands)                     | 2000                      
|Finance charges and interest:      |                           
|As originally contracted           | $365                      
|As recognized using the cash basis | 315                       



4.       Allowance for Credit Losses.

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

|                                                          | Years Ended December
  31,
|--------------------------------------------------------- | --------------------------
|(In Thousands)                                            | 2000                      
|Allowance for credit losses beginning of year             | $367,712                  
|Provision for credit losses charged to expense            | 358,308                   
|Write-offs                                                | (371,914)                 
|Recoveries                                                | 57,993                    
|Allowance related to businesses contributed or
  acquired | 50,456                    
|Allowance for credit losses end of year                   | $462,555                  



5.       Loans Payable - Short-term.

Commitment fees are
paid to support bank credit agreements (lines of credit and revolving credit
agreements).  The bank credit agreements
amounted to $1,536,880,000 at December 31, 2000; the entire amount was
available at that date.  Unused bank
credit agreements are available to support outstanding commercial paper.  If all credit agreements in effect at
December 31, 2000 were to remain in effect and unused throughout 2001, the
Company would pay approximately $1,008,000 in commitment fees.

Weighted average
annual interest rates and average debt outstanding for commercial paper and
other short-term debt excluding short-term debt from affiliates are shown
below:

|(Dollars in Thousands)             |            |            |           
|---------------------------------- | ---------- | ---------- | ----------
|                                   | 2000       | 1999       | 1998      
|Weighted average annual interest   |            |            |           
|rate on commercial paper and       |            |            |           
|other short-term debt:             |            |            |           
|                                   |            |            |           
|At December 31,                    | 6.77%      | 5.98%      | 5.50%     
|                                   |            |            |           
|For the year                       | 6.53       | 5.30       | 5.60      
|                                   |            |            |           
|For the year after considering     |            |            |           
|the effect of commitment fees      | 6.57       | 5.35       | 5.64      
|                                   |            |            |           
|Average daily amount of commercial |            |            |           
|paper and other short-term debt    |            |            |           
|outstanding during the year        | $2,781,357 | $2,490,549 | $2,262,680
|                                   |            |            |           
|Maximum amount of commercial paper |            |            |           
|and other short-term debt          |            |            |           
|outstanding at any month-end       |            |            |           
|during the year                    | $3,782,875 | $3,126,791 | $3,094,241



The weighted
average annual interest rate for the year was computed by dividing total
interest expense on commercial paper and other short-term debt by the average
daily amount of such debt outstanding. 
The weighted average annual interest rate on short-term debt from
affiliates for the years 2000, 1999, and 1998 was 6.47%, 5.22%, and 5.37%
respectively.



6.       Senior Long-term Debt.

Senior long-term
debt outstanding:

|                                                             |                 | December 31,
|------------------------------------------------------------ | --------------- | ------------
|(Dollars In Thousands)                                       | 2000            | 1999        
|Senior - United States:                                      |                 |             
|5-1/8                                                        | % due 2000      |             
|6.10                                                         | % due 2000      |             
|6-7/8                                                        | % due 2000      |             
|7-1/4                                                        | % due 2000      |             
|5-1/2                                                        | % due 2001      | $150,000    
|6-3/8                                                        | % due 2001      | 150,000     
|7-3/4                                                        | % due 2001      | 100,000     
|5.93                                                         | % due 2001-2002 | 79,599      
|6-1/4                                                        | % due 2002      | 200,000     
|6-3/8                                                        | % due 2002      | 200,000     
|6-3/8                                                        | % due 2002      | 250,000     
|6.42                                                         | % due 2001-2002 | 38,605      
|7-7/8                                                        | % due 2002      | 150,000     
|7.95                                                         | % due 2002      | 100,000     
|8.56                                                         | % due 2001-2002 | 3,333       
|5-3/8                                                        | % due 2003      | 200,000     
|6-1/8                                                        | % due 2003      | 150,000     
|6-3/8                                                        | % due 2003      | 150,000     
|6.705                                                        | % due 2002-2003 | 60,000      
|6.93                                                         | % due 2001-2003 | 7,500       
|7                                                            | % due 2003      | 150,000     
|7-1/4                                                        | % due 2003      | 300,000     
|6                                                            | % due 2004      | 150,000     
|6-5/8                                                        | % due 2004      | 250,000     
|6.70                                                         | % due 2004      | 300,000     
|6.835                                                        | % due 2003-2004 | 43,000      
|7.20                                                         | % due 2004      | 100,000     
|6.10                                                         | % due 2002-2005 | 56,206      
|6-3/4                                                        | % due 2005      | 150,000     
|6.90                                                         | % due 2004-2005 | 30,000      
|7.00                                                         | % due 2005      | 300,000     
|7-1/2                                                        | % due 2005      | 150,000     
|7.60                                                         | % due 2005      | 300,000     
|6-1/4                                                        | % due 2007      | 100,000     
|6-3/8                                                        | % due 2007      | 100,000     
|7.20                                                         | % due 2007      | 150,000     
|5-5/8                                                        | % due 2009      | 200,000     
|6.85                                                         | % due 2009      | 250,000     
|Floating rate debt, 6.388%, due
  2002                       | 300,000         |             
|Floating rate debt, 5.675% to
  6.50% due 2000               |                 | 550,000     
|Floating rate medium-term notes,
  6.595% to 6.62%, due 2001 | 700,000         |             
|Medium-term notes, 6.20% to 7.47%
  due 2001-2007            | 200,000         | 150,000     
|Total senior -
  United States                               | 6,268,243       | 5,165,000   



|(Dollars In Thousands)                  | December 31,
|--------------------------------------- | ------------
|                                        | 2000        
|Senior - Canada:                        |             
|7.55% due 2000                          |             
|7.80% due 2000                          |             
|Floating rate medium-term notes,        |             
|5.97% to 6.01%,
  due 2001              | $20,016     
|Medium-term notes, 5.38% to 6.70%,      |             
|due 2001 to 2008                        | 680,544     
|Total senior -
  Canada                 | 700,560     
|Senior – Affiliate, due 2002            | 255,870     
|Total senior long-term debt outstanding | $7,224,673  

Contractual
maturities of long-term debt for the years 2001 through 2005 and thereafter are
$1,461,227,000; $1,626,422,000; $1,127,334,000; $1,011,575,000; $991,323,000;
and $1,006,792,000, respectively. 
Certain long-term debt instruments, aggregating $307 million, are
nonrecourse and are collateralized by an identified pool of finance receivables
of approximately $334 million at December 31, 2000.

Certain long-term
debt instruments restrict payment of dividends on and acquisitions of the
Company’s common stock.  Approximately
$1.2 billion of consolidated stockholder’s equity was unrestricted at December
31, 2000.  In addition, such debt
instruments and the Company’s bank credit agreements contain certain
requirements as to maintenance of net worth (as defined).  The Company was in compliance with the
provisions of those debt instruments at December 31, 2000.

7.  Interest and Debt Expense.

Interest and debt
expense is summarized as follows:

|                                        | Years Ended December
  31,
|--------------------------------------- | --------------------------
|(In Thousands)                          | 2000                      
|Short-term - affiliates                 | $67,269                   
|Short-term - commercial paper and other | 171,193                   
|Long-term                               | 394,505                   
|Amortization of debt expense            | 6,477                     
|Total interest and debt expense         | $639,444                  



8.         Insurance Premiums and
Claims.

Insurance premiums earned by the Company’s insurance subsidiaries are
as follows:

|                        | Years Ended December
  31,
|----------------------- | --------------------------
|(In Thousands)          | 2000                      
|Direct premiums earned  | $60,270                   
|Assumed premiums earned | 59,328                    
|Ceded premiums earned   | (8,607)                   
|Net premiums earned     | $110,991                  



The following
table presents an analysis of the Company’s insurance claims and policy
reserves, reconciling beginning and ending balances.

|                                                            | Years Ended December
  31,
|----------------------------------------------------------- | --------------------------
|(In Thousands)                                              | 2000                      
|Insurance claims and policy reserves at beginning of
  year | $34,124                   
|Provision for insurance losses and loss expenses            | 42,135                    
|Insurance losses and loss expense paid                      | (41,281)                  
|Insurance claims and policy reserves at end of year         | $34,978                   

Insurance loss and
loss expenses have been reduced by recoveries recognized under reinsurance
contracts of $201.6 million, $321.5 million and $281.7 million for the years
ended December 31, 2000, 1999, and 1998 respectively.

9.        Leased Assets and Lease Commitments.

Lease terms are
generally for three to seven years. 
Commitments at December 31, 2000, under operating leases having initial
or remaining lease terms in excess of one year are approximately $48
million.  Rental expense for all
operating leases was $38.5 million, $41.9 million, and $40.2 million in 2000,
1999, and 1998, respectively.



10.      Income Taxes.

The Company and
its subsidiaries are included in the consolidated federal income tax return of
Wells Fargo.  Federal income taxes are
allocated to the Company and its subsidiaries at the approximate amount which
would have been computed on a separate return basis.  Current income taxes payable of $48.8 million were included in
other payables to affiliates at December 31, 2000.  The Company’s foreign subsidiaries file separate federal and
provincial returns in the local country.

At December 31,
2000, no federal income taxes had been provided on approximately $44 million of
one of the United States life insurance subsidiary’s retained earnings since
such taxes become payable only to the extent such retained earnings are
distributed as dividends or to the extent prescribed by tax laws.  The life insurance subsidiary does not
contemplate distributing dividends from these retained earnings.  The amount of unrecognized deferred tax
liability at December 31, 2000, was $15.4 million.

Income taxes for the years 2000, 1999, and 1998 are composed of the
following elements:

|                   | Years Ended December
  31,
|------------------ | --------------------------
|(In Thousands)     | 2000                      
|Current:           |                           
|Federal            | $84,686                   
|State              | 9,023                     
|Foreign            | 37,238                    
|Deferred:          |                           
|Federal and state  | 7,887                     
|Total income taxes | $138,834                  
|                   |                           

Income before
taxes from operations outside the United States was $46.5 million, $31.3
million, and $39.4 million for the years ended December 31, 2000, 1999, and
1998, respectively.



The Company had a
net deferred tax asset of $111,262,000 and $130,496,000 at December 31, 2000
and 1999, respectively.  The tax effect
of temporary differences that gave rise to significant portions of deferred tax
assets and liabilities at December 31, 2000 and 1999 are presented below:



|(In Thousands)                 | December 31,
|------------------------------ | ------------
|                               | 2000        
|Deferred Tax Assets            |             
|Allowance for loan losses      | $140,518    
|Net tax-deferred expenses      | 16,789      
|FAS 115 adjustment             |             
|Other                          | 2,072       
|Total deferred tax assets      | 159,379     
|Deferred Tax Liabilities       |             
|Leasing                        | 19,509      
|Purchased intangibles          | 6,557       
|FAS 115 adjustment             | 4,825       
|Other                          | 17,226      
|Total deferred tax liabilities | 48,117      
|Net Deferred Tax Asset         | $111,262    

The Company has
determined that it is not required to establish a valuation reserve for any of
the deferred tax assets since it is more likely than not that these assets will
be principally realized through carryback to taxable income in prior years and
future reversals of existing taxable temporary differences, and, to a lesser
extent, future taxable income and tax planning strategies.

The deferred tax
asset\liability related to unrealized gains and losses on securities available
for sale had no impact on 2000, 1999 or 1998 income tax expense as these gains
and losses, net of taxes, were recorded in accumulated other comprehensive
income.



The effective
income tax rates for the years ended December 31, 2000, 1999, and 1998 differed
from the statutory federal income tax rate in the United States for the
following reasons:

|                                  | Percent of Pretax
  Income for the
|--------------------------------- | ----------------------------------
|                                  | Years Ended December
  31,        
|                                  | 2000                              
|Statutory federal income tax rate | 35.0%                             
|Change due to:                    |                                   
|State taxes                       | 1.7                               
|Goodwill                          | 0.6                               
|Tax-exempt income                 | (1.2)                             
|Other, net                        | 0.4                               
|Effective tax rate                | 36.5%                             

11.      Employee Benefits.

The Company has a defined benefit pension plan which covers United
States employees who meet certain age and service requirements.  Pension benefits provided are based on the
employee’s highest compensation in three consecutive years during the last ten
calendar years of employment.  Benefits
accrue under this plan at a rate of 1 - 1/4% for each year of
service. The plan holds single premium annuity contracts issued by one of the
Company’s life insurance subsidiaries. 
Annual benefits paid to retirees covered by the contracts were
approximately $1.7 million in 2000, 1999 and 1998.

The Company’s
Canadian subsidiary, Trans Canada Credit Corporation (“TCC”), has a
non-contributory defined benefit pension plan which covers employees who meet
certain service requirements.  Pension
benefits under the plan are based on the employee’s highest compensation in
five consecutive calendar years during the last  ten calendar years of employment.  Benefits generally accrue under the plan at a rate of 1% of such
highest average compensation up to the average Canada/Quebec Pension Plan
Earnings Ceiling (an amount based on the maximum amount of the annual
compensation used to calculate the employee’s Canada/Quebec Pension Plan
benefits) plus 1.5% of such highest average compensation in excess of the
average Canada/Quebec Pension Plan Earnings Ceiling for each year of service
(not to exceed 35 years of service).

The Company also
provides certain health care and life benefits for substantially all of its
retired United States employees.  In
accordance with SFAS 106, the Company has elected to recognize the transition
obligation of approximately $22.2 million over a period of twenty years.  TCC also provides certain health and life
insurance benefits to its retirees.



The following
table shows the changes in the benefit obligation and the fair value of plan
assets during 2000 and 1999 and the amounts included in the Company’s balance
sheet as of December 31, 2000 and 1999 for the Company’s defined benefit
pension and other postretirement benefit plans:

|                                                | December 31, 2000 | December 31, 1999
|----------------------------------------------- | ----------------- | -----------------
|                                                | Pension           | Other            
|(In Thousands)                                  | benefits          | benefits         
|Change in benefit obligation:                   |                   |                  
|Benefit obligation at beginning of year         | $118,261          | $61,141          
|Service cost                                    | 6,350             | 5,629            
|Interest cost                                   | 9,432             | 5,153            
|Plan participants’ contributions                |                   | 142              
|Amendments                                      |                   |                  
|Actuarial loss (gain)                           | 6,630             | 3,210            
|Benefits paid                                   | (6,490)           | (1,551)          
|Translation adjustment                          | (818)             | (92)             
|Benefit obligation at end of year               | $133,365          | $73,632          
|Change in plan assets:                          |                   |                  
|Fair value of plan assets at beginning of year* | $151,544          | $22,953          
|Actual return on plan assets                    | 16,528            | 1,583            
|Acquisitions                                    |                   |                  
|Employer contributions                          | 4,506             | 5,722            
|Plan participants’ contributions                |                   | 142              
|Benefits paid                                   | (6,490)           | (1,551)          
|Translation adjustment                          | (747)             |                  
|                                                |                   |                  
|Fair value of plan assets at end of year*       | $165,341          | $28,849          
|Funded status                                   | 31,977            | (44,784)         
|Unrecognized net actuarial gain                 | (9,166)           | (3,635)          
|Unrecognized net transition obligation (asset)  | (628)             | 14,145           
|Unrecognized prior service cost                 | 1,969             | 2,947            
|Prepaid (accrued) benefit cost                  | $24,152           | $(31,327)        



|* | Consists primarily of
  marketable bonds and debentures and obligations of the United States
  government and its
|- | -----------------------------------------------------------------------------------------------------------------
|  | agencies.                                                                                                        





The following
table sets forth the components of net periodic benefit cost:

|                                         | Years Ended December
  31,
|---------------------------------------- | --------------------------
|                                         | 2000                      
|                                         | Pension                   
|(In Thousands)                           | benefits                  
|Service cost                             | $6,350                    
|Interest cost                            | 9,432                     
|Expected return on plan assets           | (13,393)                  
|Recognized net actuarial (gain) loss (1) | (1,649)                   
|Amortization of prior service            |                           
|cost (credit)                            | 189                       
|Amortization of unrecognized             |                           
|transition obligation (asset)            | (193)                     
|                                         |                           
|Net period benefit cost                  | $736                      

(1)        Net gains and losses
are amortized over five years.

The
weighted-average assumptions used in calculating the amounts above for the
United States plans were, as of December 31, 2000 and 1999:

|                               | December 31, 2000 | December 31, 1999
|------------------------------ | ----------------- | -----------------
|                               | Pension           | Other            
|                               | benefits          | benefits         
|Discount rate                  | 7.5%              | 7.5%             
|Expected return on plan assets | 9.0               | 5.0              
|Rate of compensation increase  | 5.0               |                  



The weighted-average assumptions used in calculating the amounts above
for the Canadian plans were, as of December 31, 2000 and 1999:

|                               | December 31, 2000 | December 31, 1999
|------------------------------ | ----------------- | -----------------
|                               | Pension           | Other            
|                               | benefits          | benefits         
|Discount rate                  | 7.0%              | 7.0%             
|Expected return on plan assets | 8.0               |                  
|Rate of compensation increase  | 5.6               |                  





The assumed health care cost trend rate used in measuring the United
States plan’s accumulated postretirement benefit obligation as of December 31,
2000 was 8% for 2001, after which it remains constant.  The Canadian plan assumed a 2001 health care
trend of 10% decreasing each successive year until it reaches 6% in 2005.  Increasing the assumed health care trend by
one percentage point in each year would increase the combined accumulated
postretirement benefit obligation as of December 31, 2000 by $15.7 million and
the aggregate of the combined interest cost and service cost components of the
net periodic benefit cost for 2000 by $2.7 million.  Decreasing the assumed health care trend by one percentage point
in each year would decrease the combined accumulated postretirement benefit
obligation as of December 31, 2000 by $12.0 million and the aggregate of the
combined interest cost and service cost components of the net benefit periodic
cost for 2000 by $2.0 million.

The Company also has a defined contribution thrift and profit sharing
plan whereby each eligible United States employee may make basic contributions
up to 6% of his or her compensation and supplemental contributions up to an
additional 4%.  The Company makes a
matching contribution of $1.00 for every dollar of the basic employee
contribution made during the year and not withdrawn.  The Company may also make a discretionary profit sharing
contribution on the basic employee contribution.  Contribution expense for the Company was $21,881,000,
$18,418,000, and $17,178,000 for the years ended December 31, 2000, 1999, and
1998, respectively.

12.      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:

|               | Years Ended December
  31,
|-------------- | --------------------------
|(In Thousands) | 2000                      
|Cash paid for: |                           
|Interest       | $619,568                  
|Income taxes   | 87,017                    

13.      Concentrations of Credit Risk.

The Company and
its subsidiaries are primarily engaged in the consumer and automobile finance
business.  The average balance
outstanding with any individual customer is not significant.  At December 31, 2000, the Company had 1,138
consumer and automobile finance offices in 47 states, Guam, Saipan, Puerto
Rico, and all ten Canadian provinces compared with 1,108 consumer and
automobile finance offices in 46 states, Guam, Saipan, Puerto Rico, and all ten
Canadian provinces at December 31, 1999. 
Credit cards are issued by Wells Fargo Financial Bank to customers
located nationwide.  Wells Fargo
Financial National Bank issues private label and dual-line Co-Branded credit
cards nationwide.



A subsidiary of
the Company also provides accounts receivable financing primarily to high
quality furniture stores across the country. 
A different subsidiary provides financing via secured lines of credit to
consumer finance companies who in turn provide financing to their customers.  In addition, another subsidiary of the
Company provides lease financing and other leasing services nationwide for a
variety of commercial equipment with an emphasis on health care equipment.

14.      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 789 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 158 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 191 branches in 34 states and Puerto Rico.  Results from insurance operations are
included in the appropriate segment.

The accounting
policies of the segments are the same as those described in the summary of
significant accounting policies (see note 1). 
The Company accounts for intersegment sales and transfers as if the
sales or transfer were to third parties, that is, at current market prices.

Selected financial
information for each segment is shown below:



|(In Thousands)                     | U.S.       | Canadian  |            |          |              |           
|---------------------------------- | ---------- | --------- | ---------- | -------- | ------------ | ----------
|                                   | Consumer   | Consumer  | Automobile |          |              |           
|                                   | Finance    | Finance   | Finance    | Other*   | Eliminations | Total     
|2000:                              |            |           |            |          |              |           
|Finance charges and
      interest | $1,120,852 | $247,863  | $413,929   | $113,431 |              | $1,896,075
|Interest expense                   | 392,053    | 53,678    | 126,958    | 66,755   |              | 639,444   
|Total income                       | 1,369,397  | 281,198   | 430,280    | 152,609  |              | 2,233,484 
|Income tax expense                 | 92,647     | 15,703    | 28,572     | 1,912    |              | 138,834   
|Net income                         | 160,410    | 29,325    | 48,253     | 3,066    |              | 241,054   
|Total assets                       | 8,075,630  | 1,213,267 | 3,368,084  | 919,767  |              | 13,576,748
|                                   |            |           |            |          |              |           
|1999:                              |            |           |            |          |              |           
|Finance charges and
      interest | $920,551   | $237,883  | $390,410   | $88,597  |              | $1,637,441
|Interest expense                   | 316,100    | 47,375    | 110,750    | 45,838   |              | 520,063   
|Intersegment income                |            |           |            | 43,281   | (43,281)     |           
|Total income                       | 1,164,706  | 263,541   | 408,828    | 390,470  | (43,281)     | 2,184,264 
|Income tax expense                 | 81,581     | 17,718    | 26,378     | 23,513   |              | 149,190   
|Net income                         | 146,700    | 32,186    | 45,431     | 41,044   |              | 265,361   
|Total assets                       | 6,776,226  | 1,162,366 | 2,438,864  | 905,957  |              | 11,283,413



|                             | U.S.      | Canadian  |            |         |              |           
|---------------------------- | --------- | --------- | ---------- | ------- | ------------ | ----------
|                             | Consumer  | Consumer  | Automobile |         |              |           
|                             | Finance   | Finance   | Finance    | Other*  | Eliminations | Total     
|1998:                        |           |           |            |         |              |           
|Finance charges and interest | $898,426  | $201,163  | $327,623   | $71,480 |              | $1,498,692
|Interest expense             | 318,023   | 46,072    | 90,825     | 30,864  |              | 485,784   
|Intersegment income          |           |           |            | 49,384  | (49,384)     |           
|Total income                 | 1,157,508 | 221,419   | 343,004    | 333,218 | (49,384)     | 2,005,765 
|Income tax expense           | 74,917    | 9,360     | 8,776      | 28,615  |              | 121,668   
|Net income                   | 158,641   | 17,409    | 12,430     | 50,124  |              | 238,604   
|Total assets                 | 6,484,291 | 1,042,515 | 2,182,446  | 806,955 |              | 10,516,207



|* | 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.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





The following
information is shown by geographic area:

|(In Thousands)          |               |           | All Other |           
|----------------------- | ------------- | --------- | --------- | ----------
|                        | United States | Canada    | Countries | Total     
|2000:                   |               |           |           |           
|Total income            | $1,903,168    | $281,198  | $49,118   | $2,233,484
|Total net income        | 197,837       | 29,325    | 13,892    | 241,054   
|Total long-lived assets | 55,009        | 6,773     | 1,869     | 63,651    
|Total assets            | 12,141,699    | 1,213,267 | 221,782   | 13,576,748
|                        |               |           |           |           
|1999:                   |               |           |           |           
|Total income            | 1,878,306     | 263,541   | 42,417    | 2,184,264 
|Total net income (loss) | 234,660       | 32,186    | (1,485)   | 265,361   
|Total long-lived assets | 59,633        | 8,148     | 1,593     | 69,374    
|Total assets            | 9,935,576     | 1,162,366 | 185,471   | 11,283,413
|                        |               |           |           |           
|1998:                   |               |           |           |           
|Total income            | 1,746,038     | 221,419   | 38,308    | 2,005,765 
|Total net income        | 212,770       | 17,409    | 8,425     | 238,604   
|Total long-lived assets | 178,432       | 7,914     | 1,349     | 187,695   
|Total assets            | 9,304,860     | 1,042,515 | 168,832   | 10,516,207



15.      Fair Value of Financial Instruments.

The following
methods and assumptions were used to estimate the fair value of each class of
financial instruments for which it is practicable to estimate that value:

Cash and Cash
Equivalents.  Due to
the relatively short period of time between the origination of these
instruments and their expected realization, the carrying value of cash
equivalents is a reasonable estimate of fair value.

Securities
Available-for-Sale. 
Fair values of these financial instruments were estimated using quoted
market prices, when available.  If
quoted market prices were not available, fair value was estimated using quoted
market prices for similar securities (note 2).

Finance
Receivables and Notes Receivable - Affiliates.  The interest rates on the receivables
outstanding at December 31, 2000 and 1999, are consistent with the current
rates at which similar loans would be made to borrowers with similar credit
ratings and for the same remaining maturities. 
As a result, the carrying value is a reasonable estimate of fair value.

Accrued Interest
Receivable.  The
carrying amounts of accrued interest receivable approximate their fair values.

Loans Payable -
Short-term and Accrued Interest Payable.  Carrying value is a reasonable estimate of
fair value.  The carrying amount
approximates fair value due to the short maturity of these instruments.

Other Payables to
Affiliates.  Due to
the relatively short period of time between the origination of these
instruments and the expected realization, the carrying value of other payables
to affiliates is a reasonable estimate of fair value.

Long-term Debt.  Based on quoted market rates for the same or
similar issues of debt or on current rates offered to the Company for similar
debt of the same remaining maturities, the fair value of long-term debt is
$7,262,791,000 as of December 31, 2000 and $5,806,027,000 as of December 31,
1999.

16.      Related Parties.

Notes receivable -
affiliates were $505,386,000 and $487,822,000 at December 31, 2000 and 1999,
respectively.  Notes receivable -
affiliates include a combination of short-term and long-term notes receivable.  At December 31, 2000, Wells Fargo
Financial, Inc. had loans of $381 million to an affiliate, Island Finance
Puerto Rico, Inc. The loans have a weighted average interest rate of 9.00% and
mature in 2002 and 2006.  The remainder
of notes outstanding at December 31, 2000 and 1999, earn interest at rates that
approximate the cost of borrowings of the Company.

Income from
affiliates was $45,328,000; $48,783,000; and $63,228,000 for the years ended
December 31, 2000, 1999, and 1998, respectively.

Wells Fargo
Financial Information Services, Inc. (“WFFISI”) provides information services
to the Company.  On December 15, 1999
the business of WFFISI was transferred from the Company to the Parent at net
book value for cash.  Fees paid to
WFFISI in 2000 were $37,381,000.

Management fees
paid to Wells Fargo were $10,154,000; $6,027,000; and $7,143,000 for the years
ended December 31, 2000, 1999, and 1998, respectively.



WELLS FARGO
FINANCIAL, INC.

Notes to
Consolidated Financial Statements, Concluded



17.      Legal Actions.

Wells Fargo Financial is a defendant in various matters of litigation
generally incidental to its business. 
Although it is difficult to predict the ultimate outcome of these cases,
management believes, based on discussions with counsel, that any ultimate
liability will not materially affect the financial position and results of
operations of the Company and its subsidiaries.

18.      Selected Quarterly Financial Data
(Unaudited).

Selected quarterly
financial data for 2000 and 1999 were as follows:

|                   | Net     | Interest | Provision  |       
|------------------ | ------- | -------- | ---------- | ------
|                   | Total   | and Debt | for Credit |       
|(In Thousands)     | Income  | Expense  | Losses     | Income
|March 31, 2000     | 525,113 | 143,545  | 77,359     | 54,137
|June 30, 2000      | 527,051 | 152,254  | 72,584     | 57,130
|September 30, 2000 | 582,945 | 170,268  | 102,154    | 62,235
|December 31, 2000  | 598,375 | 173,377  | 106,211    | 67,552
|                   |         |          |            |       
|March 31, 1999     | 485,595 | 124,863  | 68,082     | 59,763
|June 30, 1999      | 581,923 | 125,745  | 58,801     | 71,664
|September 30, 1999 | 580,518 | 131,012  | 69,728     | 69,627
|December 31, 1999  | 536,228 | 138,443  | 75,525     | 64,307

19.      Subsequent Event (Unaudited).

In December 2000,
the Company announced an agreement to acquire substantially all of the assets
and assume certain liabilities of Conseco Finance Vendor Services Corporation,
a leasing company based in Paramus, New Jersey.  The acquisition is to be accounted for as a purchase and closed
on January 31, 2001.  Conseco Finance
Vendor Services Corporation had lease receivables outstanding of approximately
$825 million and had another $135 million of lease receivables under management
at the acquisition date.



Item 9.    Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.

On March 5, 1999, upon the recommendation of the management of Wells
Fargo, the Board of Directors of the Company dismissed the Company’s auditors,
Deloitte & Touche LLP (“Deloitte”), subject to completion of the Company’s
and related entities’ audits for the year ended December 31, 1998, and approved
the selection of KPMG LLP, as the Company’s independent accountants for the
year ending December 31, 1999.

Deloitte served as the Company’s independent accountants for the years
ended December 31, 1996, 1997 and 1998. 
Deloitte issued an unqualified opinion on the Company’s consolidated
financial statements as of and for the years ended December 31, 1996, 1997 and
1998.  Prior to the November 2, 1998
merger of the former Wells Fargo & Company into a wholly-owned subsidiary
of Norwest Corporation, KPMG LLP audited the financial statements of both
Norwest Corporation and the former Wells Fargo & Company and since
consummation of the merger has been the auditor of Wells Fargo.  For additional information on the Company’s
changes in auditors, please see the Company’s Current Report on Form 8-K dated
March 9, 1999.

PART III

Item 10.  Directors and Executive Officers of the Registrant.

Omitted in
accordance with General Instruction I (2) (c).

Item 11.  Executive Compensation.

Omitted in
accordance with General Instruction I (2) (c).

Item 12.  Security Ownership of Certain Beneficial Owners and
Management.

Omitted in accordance with General Instruction I (2) (c).

Item 13.  Certain Relationships and Related Transactions.

Omitted in
accordance with General Instruction I (2) (c).

PART IV

Item 14.  Exhibits, Financial Statement
Schedules, and Reports on Form 8-K.

(a)   The following documents are filed as part of
this report:

(1)   Financial Statements:

| | a. | Consolidated balance sheets as of December 31, 2000
  and 1999.                                         
| | -- | --------------------------------------------------------------------------------------------------------
| | b. | Consolidated statements of income for the years
  ended December 31, 2000, 1999, and 1998.              
| | c. | Consolidated statements of comprehensive income for
  the years ended December 31, 2000, 1999, and 1998.
| | d. | Consolidated statements of cash flows for the years
  ended December 31, 2000, 1999, and 1998.          
| | e. | Consolidated statements of stockholder’s equity for
  the years ended December 31, 2000, 1999 and 1998. 

(2)   Financial Statement Schedules:

All schedules are
omitted because they are not applicable or the information is given in
consolidated financial statements or notes thereto.



(3)   Exhibits:

| | 3(a)    | Articles of Incorporation of the Company (Exhibit
  3(a) of the Company’s Form 10-K Annual Report for 1983, which is hereby
  incorporated by reference).                                                                                                                                        
| | ------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 3(b)    | By-laws of the Company (Exhibit 3(b) of the
  Company’s Form 10-K Annual Report for 1983, which is hereby incorporated by
  reference).                                                                                                                                                          
| | 4(a)    | Conformed copy of Indenture dated as of May 1, 1986,
  between the Company and The Chase Manhattan Bank (National Association),
  Trustee (Exhibit 4(o) of the Company’s Form 10-K Annual Report for 1986,
  which is hereby incorporated by reference).                                         
| | 4(b)    | Conformed copy of Indenture dated as of May 1, 1986,
  between the Company and Harris Trust and Savings Bank, Trustee (Exhibit 4(p)
  of the Company’s Form 10-K Annual Report for 1986, which is hereby
  incorporated by reference).                                                           
| | 4(c)    | Copy of Norwest Financial, Inc. Standard
  Multiple-Series Indenture Provisions dated May 1, 1986, (Exhibit 4(q) of the
  Company’s Form 10-K Annual Report for 1986, which is hereby incorporated by
  reference).                                                                              
| | 4(d)    | Conformed copy of First Supplemental Indenture dated
  as of February 15, 1991, between the Company and The Chase Manhattan Bank
  (National Association), Trustee (Exhibit 4.3 of the Company’s Form 8-K
  Current Report dated February 25, 1991, which is hereby incorporated by
  reference).
| | 4(e)    | Conformed copy of First Supplemental Indenture dated
  as of February 15, 1991, between the Company and Harris Trust and Savings
  Bank, Trustee (Exhibit 4.4 of the Company’s Form 8-K Current Report dated
  February 25, 1991, which is hereby incorporated by reference).                    
| | 4(f)    | Conformed copy of Indenture dated as of November 1,
  1991, between the Company and The First National Bank of Chicago, Trustee
  (Exhibit 2(a) of the Company’s Form 8-A Registration Statement dated May 24,
  1993, which is hereby incorporated by reference).                               
| | *(12)   | Computation of ratios of earnings to fixed charges
  for the years ended December 31, 2000, 1999, 1998, 1997, and 1996.                                                                                                                                                                          
| | *(23.1) | Consent of KPMG LLP.                                                                                                                                                                                                                                                                             
| | *(23.2) | Consent of Deloitte & Touche LLP                                                                                                                                                                                                                                                                 

Certain
instruments with respect to long-term debt publicly issued, privately placed or
borrowed from banks are not filed herewith as exhibits as the total amount of
securities or indebtedness authorized under any of such instruments does not
exceed 10% of the total assets of the Company and its subsidiaries on a
consolidated basis.  In accordance with
subsection (4)(iii) of paragraph (b) of Item 601 of Regulation S-K, the Company
hereby agrees to furnish a copy of any such instrument to the Securities and
Exchange Commission upon request.  The
list of subsidiaries exhibit required by Item 601 of Regulation S-K has been
omitted in accordance with General Instruction I(2)(b).

*   Filed herewithin

(b)   Reports on Form 8-K.

No reports on Form 8-K were filed by the
Company during the last quarter of the period covered by this report.



SIGNATURES

Pursuant to the
requirements of Section 13 or 15(d) 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, on the 15th day of March, 2001.



| | WELLS FARGO FINANCIAL, INC. 
| | ----------------------------
| |                             
| | By  \s\  Dennis E. Young    
| | Executive Vice President and
| | Chief Financial Officer     



Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons, on behalf of the
registrant and in the capacities indicated, on the 15th day of March, 2001.

|\s\  Daniel W. Porter                              
|---------------------------------------------------
|Daniel W. Porter                                   
|Chairman of the Board
  and Chief Executive Officer
|(Principal Executive
  Officer)                    
|\s\  Thomas P. Shippee                             
|Thomas P. Shippee                                  
|President and Chief
  Operating                    
|Officer, and Director                              
|\s\  Patricia J. McFarland                         
|Patricia J. McFarland                              
|Senior Vice President,
  General Counsel and       
|Secretary, and Director                            
|                                                   
|Stanley S. Stroup                                  
|Director                                           
|\s\  Dennis E. Young                               
|Dennis E. Young                                    
|Executive Vice
  President and Chief Financial     
|Officer, and Director                              
|(Principal Financial
  Officer)                    
|\s\  Eric Torkelson                                
|Eric Torkelson                                     
|Senior Vice President
  and Controller             
|(Principal Accounting
  Officer)                   





INDEX TO EXHIBITS



|EXHIBIT NO. | DESCRIPTION OF EXHIBIT               | PAGE NO.    
|----------- | ------------------------------------ | ------------
|12          | Computation of ratios of earnings    | Electronic  
|            | to fixed charges for the years ended | Transmission
|            | December 31, 2000, 1999, 1998,       |             
|            | 1997 and 1996.                       |             
|23.1        | Consent of KPMG LLP.                 | Electronic  
|            |                                      | Transmission
|23.2        | Consent of Deloitte & Touche LLP.    | Electronic  
|            |                                      | Transmission