After markets closed on her final workday in office, Federal Reserve Chair Janet Yellen delivered a blow to one of the nation’s largest banks: Wells Fargo & Co. won’t be allowed to grow until it cleans up.

Fed officials said the San Francisco-based lender’s pattern of consumer abuses and compliance lapses called for an unprecedented sanction. Until Wells Fargo addresses shortcomings in areas including internal oversight, it can’t take any action that would boost total assets beyond their level at the end of 2017, without the Fed’s permission. The stock slumped in late trading Friday.

“This is akin to the last scene in ‘The Godfather,”‘ said Isaac Boltansky, an analyst at Compass Point Research & Trading. “Chair Yellen decided to handle unfinished business on her way out the door.”

It’s been a long time coming. Wells Fargo began stumbling through a spate of scandals 17 months ago, starting with revelations that branch employees opened millions of accounts without customer permission to meet aggressive sales targets. The company kept coming under fire after revealing that auto-loan clients were forced to pay for unwanted car insurance and that mortgage customers were improperly charged fees.

On Friday night, Fed officials said they had been working on their order for a while, and that the company had just finally agreed to it. The announcement came hours before Yellen’s term was to expire, hitting the biggest bank in her former district. She was president of the San Francisco Fed from 2004 to 2010.

Regulators can’t allow “pervasive and persistent misconduct at any bank,” Yellen said in a statement. She also sent a letter on Friday to Senator Elizabeth Warren, a Democrat who’s among the bank’s most prominent critics.


“The firm has much to do to earn back the trust of its customers, supervisors, investors and the public,” Yellen told the lawmaker. The growth restriction “is unique and more stringent than the penalties the Board has imposed against other bank holding companies for similar unsafe and unsound practices.”

Warren replied in a statement: “Her decision today demonstrates that we have the tools to rein in Wall Street – if our regulators have the guts to use them.”

Wells Fargo’s assets are now capped at $1.95 trillion. Fed officials say the lender is welcome to continue taking deposits and lending to customers, but it must stay below the limit. The firm’s compliance will be measured as an average of assets over two quarters, according to the regulator.

The Fed set a Sept. 30 deadline for the bank to outline reforms and have them reviewed by an outside firm. The asset cap can be lifted before the rest of the order is satisfied.

Even after improvements the bank made in the past 17 months, Fed officials “believe there is more work to be done, and we agree,” Chief Executive Officer Timothy Sloan told analysts on a conference call Friday night.

Sloan took charge in late 2016 and has spent much of his tenure apologizing to customers and employees, vowing to restore confidence in the bank. In a presentation Friday night, he and Chief Financial Officer John Shrewsberry kept a cool focus on numbers.


Options for preventing asset growth include limiting deposits from companies and other banks, and dialing back trading assets and other short-term investments, the presentation showed. It projected profits might be cut by as much as $400 million, or less than 2 percent of last year’s $22.2 billion of net income.

Executives still plan to increase the amount of capital returned to shareholders through dividends and share repurchases beyond the $14.5 billion that investors reaped in 2017. And they’re sticking with cost-cutting targets that include shaving about $4 billion in annual expenses by the end of 2019.

Last year, Wells Fargo spent $3.9 billion on costs related to risk management alone, Sloan said. But executives aren’t expecting a surge in expenses from outside consultants or, for now, to boost their estimate of reasonably possible legal losses. “There’s nothing here. There’s no settlement amount or civil money penalty or anything like that,” Shrewsberry said.

Yet more changes are pending atop the bank. Four members of the company’s board are to be replaced by the end of the year, expanding an overhaul of the panel, the Fed said Friday.

Wells Fargo elected six independent directors in 2017, and three other people plan to retire before an annual shareholders meeting, the company said. Nine current board members including Chairman Betsy Duke were on the panel before the scandals began erupting. After planned replacements this year, five may remain.

Oscar Suris, a company spokesman, declined to name which directors may leave. Enrique Hernandez, Lloyd Dean and John Chen have been directors for more than a decade.


The Fed instructed the bank’s board to engage in more intrusive oversight of Wells Fargo’s senior managers and come up with a plan to hold them accountable if they fall short. The board also was ordered to detail its plan to overhaul how the bank pays senior executives and how they’ll be punished if they violate bank policies or government rules, or enable “adverse risk outcomes.” Wells Fargo’s compensation programs, the Fed said, played a large role in the bank’s compliance failures.

“The firm’s lack of effective oversight and control of compliance and operational risks contributed in material ways to the substantial harm suffered,” the Fed’s supervision director, Michael Gibson, said in a separate letter to the board.

Wells Fargo paid $185 million to resolve the initial sales scandal. The Office of the Comptroller of the Currency – the primary regulator for the firm’s banking operations – soon followed up with more sanctions, including its own effort to squeeze the lender’s growth in late 2016.

Late last year, the OCC told the bank’s board that authorities may take additional enforcement actions over the auto insurance and mortgage improprieties, people familiar with the situation said.

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