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SAN FRANCISCO — Wells Fargo plans to sell $10.4 billion in new stock to help repay all $25 billion in bailout aid it received from the government at the height of the market meltdown last fall.

The announcement Monday from the San Francisco-based bank comes hours after Citigroup Inc. said it would repay $20 billion worth of taxpayer funds.

Wells Fargo spokeswoman said the company wasn't making the announcement out of pressure following Citigroup's move.

“We've said for quite some time that we wanted to repay at the appropriate time,” she said.

The move will extricate Wells Fargo from the pay restrictions and close oversight that came with the bailout program. The company said it paid $1.4 billion in dividends to the government under the terms of its agreement.

Wells Fargo said it expects the plan will reduce its fourth-quarter income by $2 billion but add to its per-share earnings in 2010. Handing back the money will save the bank from paying $1.25 billion a year in preferred stock dividends.

The company plans to come up with $1.35 billion by awarding stock in place of some of the cash it had planned to use for bonuses and by issuing its stock to company benefit plans.

Wells Fargo also plans to sell $1.5 billion in assets by the end of next year or raise more capital to reach that amount.

Citigroup said Monday it would pay back the $20 billion it took from the government's Troubled Asset Relief Program, which was designed last year to help stabilize the financial system by giving banks a cash cushion.

The money also brought government oversight. Banks have been eager to give back the money to lift restrictions on pay and to sidestep some of the public frustration over big paychecks at some financial companies while the nation's unemployment rate stands at 10 percent.

Banks have been under pressure to tamp down bonus pay. Goldman Sachs Group Inc. said last week its top executives wouldn't get cash bonuses for 2009 and would instead get stock that couldn't be sold for at least five years.

Pledges to repay the government also came on the day top bankers met with President Barack Obama at the White House. He asked them to consider “every responsible way” to boost lending, particularly to small businesses.

Wells Fargo made the announcement about the repayment after the closing bell on Wall Street. Its shares rose 56 cents, or 2.2 percent, to $26.05 in after-hours electronic trading. The stock ended regular trading at $25.49, a gain of 8 cents.

/f?id=4abd317e337dca6d52698df4&maxX=360&maxY=270″ border=”0″ alt=”MarySchapiro-0909-2″ width=”360″ height=”270″ />The SEC is making some fresh, tough-sounding noises on executive pay.

———————————————-

AP: Companies will have to reveal more information about how much they pay their top executives, under expanded requirements being imposed by federal regulators amid a public outcry over compensation.

The Securities and Exchange Commission also is changing a formula that critics say allowed companies to understate how much their senior executives are paid. At issue is how public companies report stock options and stock awards in regulatory filings. Such awards often make up most of top executives' pay.

Company policies that encouraged excessive risk-taking and rewarded executives for delivering short-term profits were blamed for fueling the financial crisis. The Obama administration imposed pay curbs on banks that received federal bailout money. Since then, eight of the largest such banks have repaid, or said they will repay, their federal money largely to escape caps on executive pay.

The Federal Reserve has given the 28 biggest U.S. banks — including Goldman Sachs, JPMorgan Chase & Co., Citigroup Inc., Bank of America Corp. and Wells Fargo & Co. — a February deadline for submitting 2010 compensation plans. The Fed also will be encouraging, though not requiring, banks to revise this year's pay plans if they are out of step with principles the Fed has proposed to limit risk.

Anger over lavish Wall Street pay has led some U.S. banks to take pre-emptive action. Goldman Sachs, for example, has said it won't give cash bonuses to 30 top executives. Instead, they'll be paid in stock that can't be cashed in for five years.

The SEC is meeting Wednesday morning at 10 a.m. EST to adopt expanded disclosure rules for compensation at all public companies. The rules include information on how a company's pay policies might encourage too much risk-taking. SEC officials have said they want the new rules to be in place by spring, when companies send annual proxy disclosures to shareholders.

“It's going to force (companies) to think about these issues a decent amount,” said Ray Russo, a corporate attorney at the law firm Paul, Weiss, Rifkind Wharton & Garrison.

Companies will have to disclose how pay is determined in departments involved in the riskiest activities — or departments that produce a big chunk of company profits.

The new requirements were proposed by the SEC and opened to public comment in July. They build on rules the agency adopted in 2006.

“The turmoil in the markets during the past 18 months has reinforced the importance of enhancing transparency, especially with regard to activities that materially contribute to a company's risk profile,” the SEC said when it floated the proposal last summer.

Under current rules, companies don't have to reveal the full value of stock options they give an executive. Instead, they must disclose in their annual proxy statements only the portion of an options award that vests that year.

The new rule will require companies to show in a summary table the estimated value of all stock-based awards on the day they are granted. The SEC's 2006 rules had relegated those totals to a separate table that investors often overlook or find hard to decipher.

An example is the case of a company that decides its CEO deserves $10 million worth of stock options, to vest in equal installments over four years. Under current rules, the company would have to include only $2.5 million — one-fourth of the total — in the summary table.

Also at Wednesday's meeting, the SEC will require investment advisers to submit to annual surprise exams by outside auditors — unless they entrust their clients' money to independent third parties. This move is aimed at plugging gaps that allowed Bernard Madoff to deceive investors.

The surprise audits for investment funds that have custody of clients' money would allow independent accountants to review a fund's books and verify that the money is there. The snap audits would apply to about 9,600 investment advisers that don't use third-party custodians, out of roughly 11,000 advisers registered with the SEC.

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SAN FRANCISCO — Wells Fargo plans to sell $10.4 billion in new stock to help repay all $25 billion in bailout aid it received from the government at the height of the market meltdown last fall.

The announcement Monday from the San Francisco-based bank comes hours after Citigroup Inc. said it would repay $20 billion worth of taxpayer funds.

Wells Fargo spokeswoman said the company wasn't making the announcement out of pressure following Citigroup's move.

“We've said for quite some time that we wanted to repay at the appropriate time,” she said.

The move will extricate Wells Fargo from the pay restrictions and close oversight that came with the bailout program. The company said it paid $1.4 billion in dividends to the government under the terms of its agreement.

Wells Fargo said it expects the plan will reduce its fourth-quarter income by $2 billion but add to its per-share earnings in 2010. Handing back the money will save the bank from paying $1.25 billion a year in preferred stock dividends.

The company plans to come up with $1.35 billion by awarding stock in place of some of the cash it had planned to use for bonuses and by issuing its stock to company benefit plans.

Wells Fargo also plans to sell $1.5 billion in assets by the end of next year or raise more capital to reach that amount.

Citigroup said Monday it would pay back the $20 billion it took from the government's Troubled Asset Relief Program, which was designed last year to help stabilize the financial system by giving banks a cash cushion.

The money also brought government oversight. Banks have been eager to give back the money to lift restrictions on pay and to sidestep some of the public frustration over big paychecks at some financial companies while the nation's unemployment rate stands at 10 percent.

Banks have been under pressure to tamp down bonus pay. Goldman Sachs Group Inc. said last week its top executives wouldn't get cash bonuses for 2009 and would instead get stock that couldn't be sold for at least five years.

Pledges to repay the government also came on the day top bankers met with President Barack Obama at the White House. He asked them to consider “every responsible way” to boost lending, particularly to small businesses.

Wells Fargo made the announcement about the repayment after the closing bell on Wall Street. Its shares rose 56 cents, or 2.2 percent, to $26.05 in after-hours electronic trading. The stock ended regular trading at $25.49, a gain of 8 cents.

/f?id=4abd317e337dca6d52698df4&maxX=360&maxY=270″ border=”0″ alt=”MarySchapiro-0909-2″ width=”360″ height=”270″ />The SEC is making some fresh, tough-sounding noises on executive pay.

———————————————-

AP: Companies will have to reveal more information about how much they pay their top executives, under expanded requirements being imposed by federal regulators amid a public outcry over compensation.

The Securities and Exchange Commission also is changing a formula that critics say allowed companies to understate how much their senior executives are paid. At issue is how public companies report stock options and stock awards in regulatory filings. Such awards often make up most of top executives' pay.

Company policies that encouraged excessive risk-taking and rewarded executives for delivering short-term profits were blamed for fueling the financial crisis. The Obama administration imposed pay curbs on banks that received federal bailout money. Since then, eight of the largest such banks have repaid, or said they will repay, their federal money largely to escape caps on executive pay.

The Federal Reserve has given the 28 biggest U.S. banks — including Goldman Sachs, JPMorgan Chase & Co., Citigroup Inc., Bank of America Corp. and Wells Fargo & Co. — a February deadline for submitting 2010 compensation plans. The Fed also will be encouraging, though not requiring, banks to revise this year's pay plans if they are out of step with principles the Fed has proposed to limit risk.

Anger over lavish Wall Street pay has led some U.S. banks to take pre-emptive action. Goldman Sachs, for example, has said it won't give cash bonuses to 30 top executives. Instead, they'll be paid in stock that can't be cashed in for five years.

The SEC is meeting Wednesday morning at 10 a.m. EST to adopt expanded disclosure rules for compensation at all public companies. The rules include information on how a company's pay policies might encourage too much risk-taking. SEC officials have said they want the new rules to be in place by spring, when companies send annual proxy disclosures to shareholders.

“It's going to force (companies) to think about these issues a decent amount,” said Ray Russo, a corporate attorney at the law firm Paul, Weiss, Rifkind Wharton & Garrison.

Companies will have to disclose how pay is determined in departments involved in the riskiest activities — or departments that produce a big chunk of company profits.

The new requirements were proposed by the SEC and opened to public comment in July. They build on rules the agency adopted in 2006.

“The turmoil in the markets during the past 18 months has reinforced the importance of enhancing transparency, especially with regard to activities that materially contribute to a company's risk profile,” the SEC said when it floated the proposal last summer.

Under current rules, companies don't have to reveal the full value of stock options they give an executive. Instead, they must disclose in their annual proxy statements only the portion of an options award that vests that year.

The new rule will require companies to show in a summary table the estimated value of all stock-based awards on the day they are granted. The SEC's 2006 rules had relegated those totals to a separate table that investors often overlook or find hard to decipher.

An example is the case of a company that decides its CEO deserves $10 million worth of stock options, to vest in equal installments over four years. Under current rules, the company would have to include only $2.5 million — one-fourth of the total — in the summary table.

Also at Wednesday's meeting, the SEC will require investment advisers to submit to annual surprise exams by outside auditors — unless they entrust their clients' money to independent third parties. This move is aimed at plugging gaps that allowed Bernard Madoff to deceive investors.

The surprise audits for investment funds that have custody of clients' money would allow independent accountants to review a fund's books and verify that the money is there. The snap audits would apply to about 9,600 investment advisers that don't use third-party custodians, out of roughly 11,000 advisers registered with the SEC.

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