WFC 10-Q Quarterly Report June 30, 2010

WFC 10-Q Quarter ended June 30, 2010

Exhibits

WELLS FARGO & COMPANY/MN

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10-Q 1 f56107e10vq.htm FORM 10-Q e10vq

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2010

Commission file number 001-2979

WELLS FARGO & COMPANY
(Exact name of registrant as specified in its charter)


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

420 Montgomery Street, San Francisco, California 94163
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: 1-866-249-3302

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


Yes þ		No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).


Yes þ		No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Yes o		No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


	Shares Outstanding
	July 30, 2010
Common stock, $1-2/3 par value		5,233,424,661

FORM 10-Q
CROSS-REFERENCE INDEX



PART I	Financial Information
Item 1.	Financial Statements	Page
	Consolidated Statement of Income		56
	Consolidated Balance Sheet		57
	Consolidated Statement of Changes in Equity and Comprehensive Income		58
	Consolidated Statement of Cash Flows		60
	Notes to Financial Statements
	1 - Summary of Significant Accounting Policies		61
	2 - Business Combinations		64
	3 - Federal Funds Sold, Securities Purchased under Resale Agreements and Other Short-Term Investments		64
	4 - Securities Available for Sale		65
	5 - Loans and Allowance for Credit Losses		75
	6 - Other Assets		80
	7 - Securitizations and Variable Interest Entities		81
	8 - Mortgage Banking Activities		93
	9 - Intangible Assets		95
	10 - Guarantees and Legal Actions		97
	11 - Derivatives		100
	12 - Fair Values of Assets and Liabilities		108
	13 - Preferred Stock		124
	14 - Employee Benefits		126
	15 - Earnings Per Common Share		127
	16 - Operating Segments		128
	17 - Condensed Consolidating Financial Statements		131
	18 - Regulatory and Agency Capital Requirements		139

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations (Financial Review)
	Summary Financial Data		2
	Overview		3
	Earnings Performance		6
	Balance Sheet Analysis		15
	Off-Balance Sheet Arrangements		20
	Risk Management		21
	Capital Management		45
	Critical Accounting Policies		48
	Current Accounting Developments		50
	Forward-Looking Statements		51
	Risk Factors		52
	Glossary of Acronyms		140

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		41

Item 4.	Controls and Procedures		55

PART II	Other Information

Item 1.	Legal Proceedings		142

Item 1A.	Risk Factors		142

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		142

Item 6.	Exhibits		143

Signature			143

Exhibit Index			144

EX-10.B
EX-12.(a)
EX-12.(b)
EX-31.A
EX-31.B
EX-32.A
EX-32.B
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

PART I – FINANCIAL INFORMATION

FINANCIAL REVIEW

SUMMARY FINANCIAL DATA



													% Change
	Quarter ended									June 30, 2010 from						Six months ended
	June 30		,	Mar. 31		,	June 30		,	Mar. 31		,	June 30		,	June 30		,	June 30		,	%
($ in millions, except per share amounts)	2010			2010			2009			2010			2009			2010			2009			Change

For the Period
Wells Fargo net income	$	3,062			2,547			3,172			20	%		(3	)		5,609			6,217			(10	)
Wells Fargo net income applicable to common stock		2,878			2,372			2,575			21			12			5,250			4,959			6
Diluted earnings per common share		0.55			0.45			0.57			22			(4	)		1.00			1.13			(12	)
Profitability ratios (annualized):
Wells Fargo net income to average assets (ROA)		1.00	%		0.84			1.00			19			—			0.92			0.98			(6	)
Wells Fargo net income applicable to common stock to average Wells Fargo common stockholders’ equity (ROE)		10.40			8.96			13.70			16			(24	)		9.69			14.07			(31	)
Efficiency ratio (1)		59.6			56.5			56.4			5			6			58.0			56.3			3
Total revenue	$	21,394			21,448			22,507			—			(5	)		42,842			43,524			(2	)
Pre-tax pre-provision profit (PTPP) (2)		8,648			9,331			9,810			(7	)		(12	)		17,979			19,009			(5	)
Dividends declared per common share		0.05			0.05			0.05			—			—			0.10			0.39			(74	)
Average common shares outstanding		5,219.7			5,190.4			4,483.1			1			16			5,205.1			4,365.9			19
Diluted average common shares outstanding		5,260.8			5,225.2			4,501.6			1			17			5,243.0			4,375.1			20
Average loans	$	772,460			797,389			833,945			(3	)		(7	)		784,856			844,708			(7	)
Average assets		1,224,180			1,226,120			1,274,926			—			(4	)		1,225,145			1,282,280			(4	)
Average core deposits (3)		761,767			759,169			765,697			—			(1	)		760,475			759,845			—
Average retail core deposits (4)		574,436			573,653			596,648			—			(4	)		574,059			593,592			(3	)
Net interest margin		4.38	%		4.27			4.30			3			2			4.33			4.23			2
At Period End
Securities available for sale	$	157,927			162,487			206,795			(3	)		(24	)		157,927			206,795			(24	)
Loans		766,265			781,430			821,614			(2	)		(7	)		766,265			821,614			(7	)
Allowance for loan losses		24,584			25,123			23,035			(2	)		7			24,584			23,035			7
Goodwill		24,820			24,819			24,619			—			1			24,820			24,619			1
Assets		1,225,862			1,223,630			1,284,176			—			(5	)		1,225,862			1,284,176			(5	)
Core deposits (3)		758,680			756,050			761,122			—			—			758,680			761,122			—
Wells Fargo stockholders’ equity		119,772			116,142			114,623			3			4			119,772			114,623			4
Total equity		121,398			118,154			121,382			3			—			121,398			121,382			—
Tier 1 capital (5)		101,992			98,329			102,721			4			(1	)		101,992			102,721			(1	)
Total capital (5)		141,088			137,600			144,984			3			(3	)		141,088			144,984			(3	)
Capital ratios:
Total equity to assets		9.90	%		9.66			9.45			2			5			9.90			9.45			5
Risk-based capital (5)
Tier 1 capital		10.51			9.93			9.80			6			7			10.51			9.80			7
Total capital		14.53			13.90			13.84			5			5			14.53			13.84			5
Tier 1 leverage (5)		8.66			8.34			8.32			4			4			8.66			8.32			4
Tier 1 common equity (6)		7.61			7.09			4.49			7			69			7.61			4.49			69
Book value per common share	$	21.35			20.76			17.91			3			19			21.35			17.91			19
Team members (active, full-time equivalent)		267,600			267,400			269,900			—			(1	)		267,600			269,900			(1	)
Common stock price:
High	$	34.25			31.99			28.45			7			20			34.25			30.47			12
Low		25.52			26.37			13.65			(3	)		87			25.52			7.80			227
Period end		25.60			31.12			24.26			(18	)		6			25.60			24.26			6


(1)		The efficiency ratio is noninterest expense divided by total revenue (net interest income and noninterest income).
(2)		Pre-tax pre-provision profit (PTPP) is total revenue less noninterest expense. Management believes that PTPP is a useful financial measure because it enables investors and others to assess the Company’s ability to generate capital to cover credit losses through a credit cycle.
(3)		Core deposits are noninterest-bearing deposits, interest-bearing checking, savings certificates, certain market rate and other savings, and certain foreign deposits (Eurodollar sweep balances).
(4)		Retail core deposits are total core deposits excluding Wholesale Banking core deposits and retail mortgage escrow deposits.
(5)		See Note 18 (Regulatory and Agency Capital Requirements) to Financial Statements in this Report for additional information.
(6)		See the “Capital Management” section in this Report for additional information.

This Report on Form 10-Q for the quarter ended June 30, 2010, including the Financial Review and the Financial Statements and related Notes, contains forward-looking statements, which may include forecasts of our financial results and condition, expectations for our operations and business, and our assumptions for those forecasts and expectations. Do not unduly rely on forward-looking statements. Actual results may differ materially from our forward-looking statements due to several factors. Some of these factors are described in the Financial Review and in the Financial Statements and related Notes. For a discussion of other factors, refer to the “Forward-Looking Statements” and “Risk Factors” sections in this Report and to the “Risk Factors” and “Regulation and Supervision” sections of our Annual Report on Form 10-K for the year ended December 31, 2009 (2009 Form 10-K) and the “Risk Factors” section of our Quarterly Report on Form 10-Q for the period ended March 31, 2010 (First Quarter Form 10-Q), filed with the Securities and Exchange Commission (SEC) and available on the SEC’s website at www.sec.gov .

See the Glossary of Acronyms at the end of this Report for terms used throughout the Financial Review, and Financial Statements and related Notes of this Report.

FINANCIAL REVIEW

OVERVIEW

Wells Fargo & Company is a nationwide, diversified, community-based financial services company, with $1.2 trillion in assets, providing banking, insurance, trust and investments, mortgage banking, investment banking, retail banking, brokerage and consumer finance through banking stores, the internet and other distribution channels to individuals, businesses and institutions in all 50 states, the District of Columbia (D.C.) and in other countries. We ranked fourth in assets and third in the market value of our common stock among our peers at June 30, 2010. When we refer to “Wells Fargo,” “the Company,” “we,” “our” or “us” in this Report, we mean Wells Fargo & Company and Subsidiaries (consolidated). When we refer to the “Parent,” we mean Wells Fargo & Company. When we refer to “legacy Wells Fargo,” we mean Wells Fargo excluding Wachovia Corporation (Wachovia), which was acquired by Wells Fargo on December 31, 2008.

Our vision is to satisfy all our customers’ financial needs, help them succeed financially, be recognized as the premier financial services company in our markets and be one of America’s great companies. Our primary strategy to achieve this vision is to increase the number of products our customers buy from us and to provide them all the financial products that will help them fulfill their needs. Our cross-sell strategy, diversified business model and the breadth of our geographic reach facilitate growth in both strong and weak economic cycles, as we can grow by expanding the number of products our current customers have with us, gain new customers in our extended markets, and increase market share in many businesses. All of our business segments contributed to earnings in second quarter 2010.

Our company earned $3.1 billion ($0.55 diluted earnings per common share) in second quarter 2010, compared with $3.2 billion ($0.57 diluted earnings per common share) in second quarter 2009. This is the fourth time since the Wachovia merger that quarterly net income was greater than $3.0 billion. Net income for the first half of 2010 was $5.6 billion ($1.00 diluted earnings per common share), compared with $6.2 billion ($1.13 diluted earnings per common share) for the first half of 2009. Despite declining loan demand since early last year and lower mortgage hedging results in second quarter, total revenue and pre-tax pre-provision profit remained strong at $21.4 billion and $8.6 billion, respectively. Year-over-year growth in the franchise was driven by our diverse businesses including commercial real estate (CRE) brokerage, wealth management, asset-based lending, merchant services, debit card and global remittance.

Significant items in second quarter 2010 included:

•		$500 million release of loan loss reserves, reflecting improved loan portfolio performance;
•		$506 million of commercial purchased credit-impaired (PCI) loan resolutions, due to success in selling or settling commercial PCI loans;
•		$627 million of operating losses, up $468 million from a year ago, predominantly due to additional litigation accruals;
•		$498 million of merger integration expenses, up from $380 million in first quarter 2010; and
•		$137 million of severance costs for the Well Fargo Financial restructuring.

In the six quarters since our merger with Wachovia, we have earned cumulative profits of $17.9 billion reflecting the breadth of our business model and the power of the consolidation with Wachovia. Merger integration activities are proceeding on track and the combined company continued to produce financial results including revenue synergies better than our original expectations. We currently expect aggregate merger costs of approximately $5.7 billion ($3.0 billion in aggregate through June 30, 2010). Integration costs were $498 million in second quarter 2010. We currently project $600 million to $650 million in merger costs per quarter in the third and fourth quarters of 2010, before these costs decline in 2011. We continue to expect to achieve $5.0 billion in annual cost savings upon completing the merger integration. We have achieved approximately 80% of run-rate cost savings by the end of second quarter 2010, and expect to achieve 90% by year-end 2010.

Our cross-sell at legacy Wells Fargo set a record in second quarter 2010 with 6.06 Wells Fargo products for retail banking households. Our goal is eight products per customer, which is approximately half of our estimate of potential demand. One of every four of our legacy Wells Fargo retail banking households has eight or more products and our average middle-market commercial banking customer has almost eight products. Wachovia retail bank households had an average of 4.88 Wachovia products. We believe there is potentially significant opportunity for growth from an increase in cross-sell to Wachovia retail bank households. For legacy Wells Fargo, our average middle-market commercial banking customer had an average of 7.7 products and an average of 6.4 products for Wholesale Banking customers. Business banking cross-sell offers another potential opportunity for growth, with cross-sell of 3.88 products at legacy Wells Fargo.

We continued taking actions to build capital and further strengthen our balance sheet, including reducing previously identified non-strategic and liquidating loan portfolios (including the Wells Fargo Financial liquidating portfolio), which declined by $6.9 billion in second quarter 2010 and $40.6 billion cumulatively since the Wachovia acquisition. We significantly built capital in second quarter 2010, driven by strong earnings. Our capital ratios at June 30, 2010, were higher than they were prior to the Wachovia acquisition. Our capital ratios continued to build rapidly, with Tier 1 common reaching 7.61%, up 52 basis points from first quarter 2010, and Tier 1 capital at 10.51%, even with the May 20, 2010, purchase of $540 million of Wells Fargo warrants auctioned by the U.S. Treasury. The Tier 1 leverage ratio increased to 8.66%. See the “Capital Management” section in this Report for more information regarding Tier 1 common equity.

As we have stated in the past, successful companies must invest in their core businesses and maintain strong balance sheets to consistently grow over the long term. In second quarter 2010, we opened 13 retail banking stores for a retail network total of 6,445 stores. We converted 87 Wachovia banking stores in California in second quarter 2010 and Texas and Kansas store conversions took place in July 2010.

In July 2010, we announced that we will be restructuring the operations of Wells Fargo Financial and closing its store network in the U.S. Due to the restructuring of this business, we recorded $137 million in severance costs in second quarter 2010. The business will largely be realigned into existing retail,

mortgage banking and commercial business lines. The legacy Wells Fargo Financial debt consolidation portfolio is now considered to be a liquidating or non-strategic portfolio as we are exiting the business of originating non-prime portfolio mortgage loans. Wells Fargo Financial’s other consumer loans, such as Federal Housing Administration (FHA) home loans, auto loans and credit cards, will be consolidated with similar products within Community Banking.

Wells Fargo remained one of the largest providers of credit to the U.S. economy in second quarter 2010. We continued to lend to creditworthy customers and, during second quarter 2010, made $150 billion in new loans and commitments to consumer, small business and commercial customers, including $81 billion of residential mortgage originations. We have been an industry leader in loan modifications for homeowners, with more than half a million active and completed trial modifications between January 2009 and June 30, 2010, including 75,577 Home Affordability Modification Program (HAMP) active trial and completed modifications, and 429,466 proprietary trial and completed modifications. On March 17, 2010, we announced our participation in the government’s Second-Lien Modification Program under HAMP to help struggling homeowners with a reduction in their home equity loan payments.

We believe credit quality has turned the corner, with net charge-offs declining to $4.5 billion, down 16% from first quarter 2010 and down 17% from last year’s peak quarter. The significant reduction in credit losses in second quarter 2010 confirmed our prior outlook that credit losses peaked in fourth quarter 2009 and provision expense peaked in third quarter 2009. Based on declining losses and across-the-board improved credit quality trends, we released $500 million in loan loss reserves in second quarter 2010. Absent significant deterioration in the economy, we currently expect the positive trend in charge-offs will continue over the coming year and expect future reductions in the allowance for loan losses.

Nonaccrual loan growth in second quarter 2010 decelerated to 2% from first quarter 2010, down significantly from prior quarters. The growth in second quarter 2010 occurred in the real estate portfolios (commercial and residential), which consist of secured loans. Nonaccrual loans in all other loan portfolios were essentially flat or down. New inflows to nonaccrual loans continued to decline (down 18% linked quarter). For additional information, see “Balance Sheet Analysis — Loan Portfolio” and Note 5 (Loans and Allowance for Credit Losses) in this Report.

The improvement in credit quality was also evident in the portfolio of PCI loans, which have continued to perform in line with or better than original expectations at the time of the Wachovia merger. In particular, the Pick-a-Pay portfolio continued to have positive performance trends, resulting in a $1.8 billion transfer from nonaccretable difference to accretable yield in second quarter 2010. This increase in the accretable yield for the Pick-a-Pay portfolio is expected to be recognized as a yield adjustment to income over the remaining life of these loans, which is estimated to have a weighted-average life of eight years. In addition, for commercial PCI loans, due to increased payoffs and dispositions, we reduced the associated nonaccretable difference by $506 million (reflected in income in the second quarter).

The continued improvement in credit performance is a result of a slowly improving economy coupled with actions taken by us over the past several years to improve underwriting standards, mitigate losses and exit portfolios with unattractive credit metrics. We have seen the positive impact of these actions in the current quarter and in projected losses for future quarters.

On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act) became law. The Dodd-Frank Act reshapes and restructures the supervision and regulation of the financial services industry. Although the Dodd-Frank Act became generally effective in July, many of its provisions have extended implementation periods and delayed effective dates and will require extensive

rulemaking by regulatory authorities. The ultimate impact of the Dodd-Frank Act cannot be determined. See the “Risk Factors” section of this Report for additional information regarding the Dodd-Frank Act.

EARNINGS PERFORMANCE

Revenue was $21.4 billion in second quarter 2010, essentially flat from first quarter 2010, and down 5% from second quarter 2009. Revenue for the first half of 2010 was $42.8 billion, down 2% from the same period a year ago. Reflecting the breadth and growth potential of the Company’s business model, many businesses had double-digit revenue growth from second quarter 2009, including commercial real estate brokerage (deal flow), asset-based lending (loan volume and syndications), merchant services (processing volume), debit cards (increased account activity) and wealth management. Mortgage banking revenues in second quarter 2010 were down 34% from the prior year due to lower origination volumes and a net increase in the mortgage loan repurchase reserve. Net interest income of $11.4 billion declined only 3% from a year ago despite the 7% decline in average loans.

Noninterest expense of $12.7 billion in second quarter 2010 was flat from a year ago. Second quarter 2010 expenses included $498 million of merger integration costs, compared with $244 million a year ago, and $137 million of severance costs related to the Wells Fargo Financial restructuring. Operating losses were $627 million in second quarter 2010, up $468 million from the prior year, predominantly due to additional litigation accruals. Our expenses reflect, in addition to merger integration and credit resolution expenses, our continued investment for long-term growth, hiring in regional and commercial banking as we apply the Wells Fargo business model throughout legacy Wachovia markets, and investing in technology to improve service across the franchise. As of second quarter 2010, we have already realized approximately 80% of our targeted projected run-rate savings from the Wachovia merger. The efficiency ratio was 59.6% in second quarter 2010 compared with 56.5% in first quarter 2010 and 56.4% in second quarter 2009, with the increase largely due to additional merger expenses, litigation accruals and Wells Fargo Financial’s restructuring costs.

NET INTEREST INCOME

Net interest income is the interest earned on debt securities, loans (including yield-related loan fees) and other interest-earning assets minus the interest paid for deposits, short-term borrowings and long-term debt. The net interest margin is the average yield on earning assets minus the average interest rate paid for deposits and our other sources of funding. Net interest income and the net interest margin are presented on a taxable-equivalent basis to consistently reflect income from taxable and tax-exempt loans and securities based on a 35% federal statutory tax rate.

Net interest income on a taxable-equivalent basis was $11.6 billion in second quarter 2010 and $11.9 billion in second quarter 2009, reflecting a decline in average loans, including a reduction in loans in the liquidating portfolios. Continued strong growth in consumer and commercial checking and savings accounts partially offset the impact on income from the decline in loans. The net interest margin was 4.38% in second quarter 2010 up from 4.30% a year ago, due to additional PCI loan resolution income and the benefit of lower deposit and market funding costs. Average earning assets were $1.1 trillion in second quarter 2010, flat compared with second quarter 2009. Average loans decreased to $772.5 billion in second quarter 2010 from $833.9 billion a year ago. We continued to supply significant amounts of credit to consumers and businesses in second quarter 2010, although loan demand remained soft. We continued to reduce high-risk/non-strategic loans (including Pick-a-Pay mortgage, legacy Wells Fargo Financial debt consolidation, and commercial and commercial real estate PCI loans), which were down $26.1 billion in second quarter 2010 from a year ago. Average mortgages held for sale (MHFS) were $32.2 billion in second quarter 2010, down from $43.2 billion a year ago. Average debt securities available for sale were $157.6 billion in second quarter 2010, down from $179.0 billion a year ago.

Core deposits are a low-cost source of funding and thus an important contributor to net interest income and the net interest margin. Core deposits include noninterest-bearing deposits, interest-bearing checking, savings certificates, certain market rate and other savings, and certain foreign deposits (Eurodollar sweep balances). Average core deposits declined to $761.8 billion in second quarter 2010 from $765.7 billion in second quarter 2009, and funded 99% and 92% of average loans in the same periods, respectively. Average checking and savings deposits, typically the lowest cost deposits, represented about 88% of our average core deposits, one of the highest percentages in the industry. Average certificates of deposit (CDs) declined $63 billion from second quarter 2009, predominantly the result of $57 billion of higher-cost Wachovia CDs maturing, yet total average core deposits were down only $3.9 billion from a year ago. Of average core deposits, $672.0 billion represent transaction accounts or low-cost savings accounts from consumer and commercial customers, which increased 10% from $613.3 billion in second quarter 2009. Total average retail core deposits, which exclude Wholesale Banking core deposits and retail mortgage escrow deposits, decreased to $574.4 billion for second quarter 2010 from $596.6 billion a year ago. Average mortgage escrow deposits were $25.7 billion in second quarter 2010, compared with $32.0 billion a year ago. Average certificates of deposits decreased to $89.8 billion in second quarter 2010 from $152.4 billion a year ago. Total average interest-bearing deposits decreased to $635.4 billion in second quarter 2010 from $638.0 billion a year ago.

The following table presents the individual components of net interest income and the net interest margin.

AVERAGE BALANCES, YIELDS AND RATES PAID (TAXABLE-EQUIVALENT BASIS) (1)(2)



	Quarter ended June 30																,
	2010								2009
							Interest								Interest
	Average			Yields/			income/		Average			Yields/			income/
(in millions)	balance			rates			expense		balance			rates			expense

Earning assets
Federal funds sold, securities purchased under resale agreements and other short-term investments	$	67,712			0.33	%	$	56		20,889			0.66	%	$	34
Trading assets		28,760			3.79			272		18,464			4.61			213
Debt securities available for sale (3):
Securities of U.S. Treasury and federal agencies		2,094			3.50			18		2,102			3.45			17
Securities of U.S. states and political subdivisions		16,192			6.48			255		12,189			6.47			206
Mortgage-backed securities:
Federal agencies		72,876			5.39			930		92,550			5.36			1,203
Residential and commercial		33,197			9.59			769		41,257			9.03			1,044

Total mortgage-backed securities		106,073			6.72			1,699		133,807			6.60			2,247
Other debt securities (4)		33,270			7.21			562		30,901			7.23			572

Total debt securities available for sale (4)		157,629			6.75			2,534		178,999			6.67			3,042
Mortgages held for sale (5)		32,196			5.04			405		43,177			5.05			545
Loans held for sale (5)		4,386			2.73			30		7,188			2.83			50
Loans:
Commercial and commercial real estate:
Commercial		147,965			5.44			2,009		187,501			4.11			1,922
Real estate mortgage		97,731			3.89			949		96,131			3.52			843
Real estate construction		33,060			3.44			284		42,023			2.71			284
Lease financing		13,622			9.54			325		14,750			9.22			340

Total commercial and commercial real estate		292,378			4.89			3,567		340,405			3.99			3,389

Consumer:
Real estate 1-4 family first mortgage		237,500			5.24			3,108		240,798			5.53			3,328
Real estate 1-4 family junior lien mortgage		102,678			4.53			1,162		108,422			4.77			1,290
Credit card		22,239			13.24			736		22,963			12.74			731
Other revolving credit and installment		88,617			6.57			1,452		90,729			6.64			1,502

Total consumer		451,034			5.74			6,458		462,912			5.93			6,851

Foreign		29,048			3.62			262		30,628			4.06			310

Total loans (5)		772,460			5.34			10,287		833,945			5.07			10,550
Other		6,082			3.44			53		6,079			2.91			45

Total earning assets	$	1,069,225			5.14	%	$	13,637		1,108,741			5.21	%	$	14,479

Funding sources
Deposits:
Interest-bearing checking	$	61,212			0.13	%	$	19		79,955			0.13	%	$	26
Market rate and other savings		412,062			0.26			267		334,067			0.40			336
Savings certificates		89,773			1.44			323		152,444			1.19			451
Other time deposits		14,936			1.90			72		21,660			2.00			108
Deposits in foreign offices		57,461			0.23			33		49,885			0.29			36

Total interest-bearing deposits		635,444			0.45			714		638,011			0.60			957
Short-term borrowings		45,082			0.22			25		59,844			0.39			58
Long-term debt		195,440			2.52			1,233		235,590			2.52			1,484
Other liabilities		6,737			3.33			55		4,604			3.45			40

Total interest-bearing liabilities		882,703			0.92			2,027		938,049			1.08			2,539
Portion of noninterest-bearing funding sources		186,522			—			—		170,692			—			—

Total funding sources	$	1,069,225			0.76			2,027		1,108,741			0.91			2,539

Net interest margin and net interest income on a taxable-equivalent basis ( 6 )					4.38	%	$	11,610					4.30	%	$	11,940

Noninterest-earning assets
Cash and due from banks	$	17,415								19,340
Goodwill		24,820								24,261
Other		112,720								122,584

Total noninterest-earning assets	$	154,955								166,185

Noninterest-bearing funding sources
Deposits	$	176,908								174,529
Other liabilities		43,713								49,570
Total equity		120,856								112,778
Noninterest-bearing funding sources used to fund earning assets		(186,522	)							(170,692	)

Net noninterest-bearing funding sources	$	154,955								166,185

Total assets	$	1,224,180								1,274,926


(1)		Our average prime rate was 3.25% for the quarters ended June 30, 2010 and 2009, and 3.25% for the first half of 2010 and 2009. The average three-month London Interbank Offered Rate (LIBOR) was 0.44% and 0.84% for the quarters ended June 30, 2010 and 2009, respectively, and 0.35% and 1.04% for the first half of 2010 and 2009, respectively.
(2)		Interest rates and amounts include the effects of hedge and risk management activities associated with the respective asset and liability categories.
(3)		Yields and rates are based on interest income/expense amounts for the period, annualized based on the accrual basis for the respective accounts. The average balance amounts include the effects of any unrealized gain or loss marks but those marks carried in other comprehensive income are not included in yield determination of affected earning assets. Thus yields are based on amortized cost balances computed on a settlement date basis.
(4)		Includes certain preferred securities.
(5)		Nonaccrual loans and related income are included in their respective loan categories.
(6)		Includes taxable-equivalent adjustments primarily related to tax-exempt income on certain loans and securities. The federal statutory tax rate was 35% for the periods presented.



	Six months ended June 30																,
	2010								2009
							Interest								Interest
	Average			Yields/			income/		Average			Yields/			income/
(in millions)	balance			rates			expense		balance			rates			expense

Earning assets
Federal funds sold, securities purchased under resale agreements and other short-term investments	$	54,347			0.33	%	$	89		22,472			0.75	%	$	84
Trading assets		28,338			3.85			544		20,323			4.81			488
Debt securities available for sale (3):
Securities of U.S. Treasury and federal agencies		2,186			3.56			38		2,498			2.00			24
Securities of U.S. states and political subdivisions		14,951			6.53			476		12,201			6.45			419
Mortgage-backed securities:
Federal agencies		76,284			5.39			1,953		84,592			5.51			2,271
Residential and commercial		32,984			9.63			1,559		39,980			8.80			2,061

Total mortgage-backed securities		109,268			6.70			3,512		124,572			6.71			4,332
Other debt securities (4)		32,810			6.86			1,054		30,493			7.02			1,123

Total debt securities available for sale (4)		159,215			6.67			5,080		169,764			6.68			5,898
Mortgages held for sale (5)		31,784			4.99			792		37,151			5.17			960
Loans held for sale (5)		5,390			2.39			64		7,567			3.13			117
Loans:
Commercial and commercial real estate:
Commercial		152,192			4.97			3,752		192,186			3.99			3,806
Real estate mortgage		97,848			3.79			1,839		96,087			3.52			1,678
Real estate construction		34,448			3.25			555		42,370			2.86			601
Lease financing		13,814			9.38			648		15,277			8.99			687

Total commercial and commercial real estate		298,302			4.59			6,794		345,920			3.94			6,772

Consumer:
Real estate 1-4 family first mortgage		241,241			5.25			6,318		243,133			5.59			6,772
Real estate 1-4 family junior lien mortgage		104,151			4.50			2,330		109,270			4.91			2,665
Credit card		22,789			13.20			1,503		23,128			12.42			1,435
Other revolving credit and installment		89,566			6.49			2,879		91,770			6.66			3,029

Total consumer		457,747			5.72			13,030		467,301			5.98			13,901

Foreign		28,807			3.62			518		31,487			4.22			659

Total loans (5)		784,856			5.21			20,342		844,708			5.08			21,332
Other		6,075			3.40			103		6,110			2.89			88

Total earning assets	$	1,070,005			5.10	%	$	27,014		1,108,095			5.22	%	$	28,967

Funding sources
Deposits:
Interest-bearing checking	$	61,614			0.14	%	$	42		80,173			0.14	%	$	56
Market rate and other savings		408,026			0.27			553		323,813			0.47			755
Savings certificates		92,254			1.40			640		161,234			1.05			838
Other time deposits		15,405			1.97			152		23,597			1.98			232
Deposits in foreign offices		56,453			0.22			62		47,901			0.32			75

Total interest-bearing deposits		633,752			0.46			1,449		636,718			0.62			1,956
Short-term borrowings		45,082			0.20			44		67,911			0.54			181
Long-term debt		202,186			2.48			2,509		247,209			2.65			3,267
Other liabilities		6,203			3.38			104		4,194			3.64			76

Total interest-bearing liabilities		887,223			0.93			4,106		956,032			1.15			5,480
Portion of noninterest-bearing funding sources		182,782			—			—		152,063			—			—

Total funding sources	$	1,070,005			0.77			4,106		1,108,095			0.99			5,480

Net interest margin and net interest income on a taxable-equivalent basis ( 6 )					4.33	%	$	22,908					4.23	%	$	23,487

Noninterest-earning assets
Cash and due from banks	$	17,730								19,795
Goodwill		24,818								23,725
Other		112,592								130,665

Total noninterest-earning assets	$	155,140								174,185

Noninterest-bearing funding sources
Deposits	$	174,487								167,458
Other liabilities		44,224								50,064
Total equity		119,211								108,726
Noninterest-bearing funding sources used to fund earning assets		(182,782	)							(152,063	)

Net noninterest-bearing funding sources	$	155,140								174,185

Total assets	$	1,225,145								1,282,280

NONINTEREST INCOME



	Quarter ended June 30				,	%			Six months ended June 30				,	%
(in millions)	2010		2009			Change			2010		2009			Change

Service charges on deposit accounts	$	1,417		1,448			(2	)%	$	2,749		2,842			(3	)%
Trust and investment fees:
Trust, investment and IRA fees		1,035		839			23			2,084		1,561			34
Commissions and all other fees		1,708		1,574			9			3,328		3,067			9

Total trust and investment fees		2,743		2,413			14			5,412		4,628			17

Card fees		911		923			(1	)		1,776		1,776			—
Other fees:
Cash network fees		58		58			—			113		116			(3	)
Charges and fees on loans		401		440			(9	)		820		873			(6	)
Processing and all other fees		523		465			12			990		875			13

Total other fees		982		963			2			1,923		1,864			3

Mortgage banking (1):
Servicing income, net		1,218		816			49			2,584		1,722			50
Net gains on mortgage loan origination/sales activities		793		2,230			(64	)		1,897		3,828			(50	)

Total mortgage banking		2,011		3,046			(34	)		4,481		5,550			(19	)

Insurance		544		595			(9	)		1,165		1,176			(1	)
Net gains from trading activities		109		749			(85	)		646		1,536			(58	)
Net gains (losses) on debt securities available for sale		30		(78	)	NM				58		(197	)	NM
Net gains (losses) from equity investments		288		40			620			331		(117	)	NM
Operating leases		329		168			96			514		298			72
All other		581		476			22			1,191		1,028			16

Total	$	9,945		10,743			(7	)	$	20,246		20,384			(1	)

NM — Not meaningful


(1)		2009 categories have been revised to conform to current presentation.

Noninterest income represented 46% and 47% of total revenues for the second quarter and first half of 2010, respectively, compared with 48% and 47%, respectively, for the same periods a year ago. Noninterest income was down 7% year over year, predominantly due to lower mortgage banking hedge results.

The Federal Reserve Board (FRB) announced regulatory changes to debit card and ATM overdraft practices in fourth quarter 2009. In third quarter 2009, we also announced policy changes that should help customers limit overdraft and returned item fees. We currently estimate that the combination of these changes will reduce our 2010 fee revenue by approximately $225 million (after tax) in third quarter 2010 and $275 million in fourth quarter 2010. The actual impact in 2010 and future periods could vary due to a variety of factors, including changes in customer behavior, economic conditions and other potential offsetting factors.

We earn fees on trust, investment and IRA (Individual Retirement Account) accounts from managing and administering assets, including mutual funds, corporate trust, personal trust, employee benefit trust and agency assets. At June 30, 2010, these assets totaled $1.9 trillion, up 12% from $1.7 trillion a year ago, primarily reflecting a 12% increase in the S&P 500 over the same period. Trust, investment and IRA fees are primarily based on a tiered scale relative to the market value of the assets under management or administration. These fees increased to $1.0 billion in second quarter 2010 from $839 million a year ago.

We received commissions and other fees for providing services to full-service and discount brokerage customers of $1.7 billion in second quarter 2010 and $1.6 billion a year ago. These fees include transactional commissions, which are based on the number of transactions executed at the customer’s direction, and asset-based fees, which are based on the market value of the customer’s assets. Client assets totaled $1.1 trillion at June 30, 2010, up from $1.0 trillion a year ago. Commissions and other fees also include fees from investment banking activities including equity and bond underwriting.

Card fees were $911 million in second quarter 2010, down from $923 million a year ago. Recent legislative and regulatory changes limit our ability to increase interest rates and assess certain fees on card accounts. The anticipated net impact in third quarter 2010 related to these changes is estimated to be $30 million (after tax). The actual impact in 2010 and future periods could vary due to a variety of factors, including changes in customer behavior, economic conditions and other potential offsetting factors.

Mortgage banking noninterest income was $2.0 billion in second quarter 2010, down from $3.0 billion a year ago. The reduction in mortgage banking noninterest income is primarily driven by the decline in net gains on mortgage loan origination/sales activities of $1.4 billion to $793 million for second quarter 2010 from $2.2 billion for second quarter 2009, primarily due to lower origination volumes and a net increase in the mortgage loan repurchase reserve. Residential real estate originations were $81 billion in second quarter 2010, down 37% from $129 billion a year ago. The 1-4 family first mortgage unclosed pipeline was $68 billion at June 30, 2010, and $57 billion at December 31, 2009. For additional information, see the “Risk Management — Mortgage Banking Interest Rate and Market Risk” section and Note 1 (Summary of Significant Accounting Policies), Note 8 (Mortgage Banking Activities) and Note 12 (Fair Values of Assets and Liabilities) to Financial Statements in this Report.

Net gains on mortgage loan origination/sales activities include the cost of any additions to the mortgage repurchase reserve as well as adjustments of loans in the warehouse/pipeline for changes in market conditions that affect their value. Mortgage loans are repurchased based on standard representations and warranties and early payment default clauses in mortgage sale contracts. Additions to the mortgage repurchase reserve that were charged against net gains on mortgage loan origination/sales activities during second quarter 2010 were $382 million and $784 million for the first half of 2010. For additional information about mortgage loan repurchases, see the “Risk Management — Credit Risk Management Process — Reserve for Mortgage Loan Repurchase Losses” section and Note 7 (Securitizations and Variable Interest Entities) to Financial Statements in this Report.

The reduction in net gains on mortgage loan origination/sales activities was partially offset by an increase in net servicing income. Net servicing income increased $402 million from a year ago primarily due to growth in the servicing portfolio, reduced mortgage servicing rights (MSR) amortization due to lower payoffs, and lower servicing foreclosure costs due to more loan modifications and loss mitigation activities in addition to stabilization in the delinquencies in our servicing portfolio. In addition to servicing fees, net servicing income includes both changes in the fair value of MSRs during the period as well as changes in the value of derivatives (economic hedges) used to hedge the MSRs. Net servicing income for second quarter 2010 included a $626 million net MSRs valuation gain ($2.7 billion decrease in the fair value of the MSRs offsetting a $3.3 billion hedge gain) and for second quarter 2009 included a $1.0 billion net MSRs valuation gain ($2.3 billion increase in the fair value of MSRs partially offsetting a $1.3 billion hedge loss). See the “Risk Management — Mortgage Banking Interest Rate and Market Risk” section of this Report for additional information regarding our MSRs risks and hedging approach. At June 30, 2010, the ratio of MSRs to related loans serviced for others was 0.76% compared with 0.91% at December 31, 2009. The average note rate was 5.53%, the lowest since we reentered the servicing business.

Income from trading activities was a $109 million gain in second quarter 2010, down from a $749 million gain a year ago. This decrease was driven by challenging market conditions and continued reductions in risk positions in this business, since the merger with Wachovia, while continuing to support customer-related activities.

Aggregate net gains on debt securities available for sale and equity securities totaled $318 million in second quarter 2010, compared with net losses of $38 million a year ago. The year-over-year

improvement was due to lower impairment write-downs of $168 million in second quarter 2010, down from $463 million a year ago. For additional information, see the “Balance Sheet Analysis — Securities Available for Sale” section and Note 4 (Securities Available for Sale) to Financial Statements in this Report.

Operating lease income was $329 million in second quarter 2010, up $161 million from a year ago primarily due to gains on early lease terminations.

The increase in “All other” noninterest income to $581 million in second quarter 2010 from $476 million a year ago was due to gains on loan sales.

NONINTEREST EXPENSE



	Quarter ended June 30				,	%			Six months ended June 30				,	%
(in millions)	2010		2009			Change			2010		2009			Change

Salaries	$	3,564		3,438			4	%	$	6,878		6,824			1	%
Commission and incentive compensation		2,225		2,060			8			4,217		3,884			9
Employee benefits		1,063		1,227			(13	)		2,385		2,511			(5	)
Equipment		588		575			2			1,266		1,262			—
Net occupancy		742		783			(5	)		1,538		1,579			(3	)
Core deposit and other intangibles		553		646			(14	)		1,102		1,293			(15	)
FDIC and other deposit assessments		295		981			(70	)		596		1,319			(55	)
Outside professional services		572		451			27			1,056		861			23
Contract services		384		256			50			731		472			55
Foreclosed assets		333		187			78			719		435			65
Outside data processing		276		282			(2	)		548		494			11
Postage, stationery and supplies		230		240			(4	)		472		490			(4	)
Operating losses		627		159			294			835		331			152
Insurance		164		259			(37	)		312		526			(41	)
Telecommunications		156		164			(5	)		299		322			(7	)
Travel and entertainment		196		131			50			367		236			56
Advertising and promotion		156		111			41			268		236			14
Operating leases		27		61			(56	)		64		131			(51	)
All other		595		686			(13	)		1,210		1,309			(8	)

Total	$	12,746		12,697			—		$	24,863		24,515			1

Noninterest expense was $12.7 billion in second quarter 2010, flat compared with $12.7 billion in second quarter 2009, and included $498 million and $244 million of merger integration costs for the same periods, respectively. Noninterest expense in second quarter 2010 also included $137 million of severance costs related to the Wells Fargo Financial restructuring. Foreclosed assets expense was $333 million in second quarter 2010, up 78% from a year ago due to a $2.5 billion increase in foreclosed assets year over year, including $1.6 billion of foreclosed loans in the PCI portfolio that are now recorded as foreclosed assets. Operating losses were $627 million, up $468 million from a year ago, predominantly due to additional litigation accruals. The $128 million increase in contract services from a year ago was merger related. Of our approximately $5.7 billion of estimated total Wachovia merger integration costs ($3.0 billion in aggregate through June 30, 2010), we expect to incur approximately $2.1 billion in 2010, of which $878 million was recorded in the first half of 2010, as we convert banking stores and lines of business, and continue to build infrastructure.

Federal Deposit Insurance Corporation (FDIC) and other deposit assessments were $295 million in second quarter 2010, down from $981 million a year ago, which included additional assessments related to the FDIC Transaction Account Guarantee Program and the FDIC special assessment of $565 million. The $95 million decline in insurance expense from second quarter 2009 was predominantly due to lower insurance reserves at our captive mortgage reinsurance operation for second quarter 2009.

In addition to merger integration, we continued to invest for long-term growth throughout the Company, hiring in regional banking and commercial banking as we apply Wells Fargo’s model to the eastern markets, and investing in technology to improve service across our franchise. We converted 87 Wachovia

banking stores in California in second quarter 2010 and opened 13 banking stores in the quarter for a retail network total of 6,445 stores.

INCOME TAX EXPENSE

Our effective income tax rate was 33.1% in second quarter 2010, up from 31.8% in second quarter 2009, and was 34.2% for the first half of 2010, up from 32.8% for the first half of 2009. The increase for the first half of 2010 was partly due to additional tax expense in 2010 related to the new health care legislation and fewer favorable settlements with tax authorities.

OPERATING SEGMENT RESULTS

We have three lines of business for management reporting: Community Banking; Wholesale Banking; and Wealth, Brokerage and Retirement. We define our operating segments by product and customer. Our management accounting process measures the performance of the operating segments based on our management structure and is not necessarily comparable with similar information for other financial services companies.

The table below and the following discussion present our results by operating segment. For a more complete description of our operating segments, including additional financial information and the underlying management accounting process, see Note 16 (Operating Segments) to Financial Statements in this Report.

OPERATING SEGMENT RESULTS — HIGHLIGHTS



									Wealth, Brokerage
	Community Banking				Wholesale Banking				and Retirement
(in billions)	2010		2009		2010		2009		2010		2009

Quarter ended June 30,
Revenue	$	13.7		15.2		5.7		5.2		2.9		2.8
Net income		1.8		2.1		1.4		1.1		0.3		0.3

Average loans		539.1		565.8		223.4		258.4		42.6		46.0
Average core deposits		533.4		565.6		161.5		137.4		121.5		113.5

Six months ended June 30,
Revenue	$	27.8		29.6		11.0		10.1		5.8		5.3
Net income		3.2		4.0		2.6		2.2		0.6		0.4

Average loans		547.1		566.8		227.8		268.3		43.2		46.3
Average core deposits		532.8		560.3		161.2		138.5		121.3		108.2

Community Banking offers a complete line of diversified financial products and services for consumers and small businesses including investment, insurance and trust services in 39 states and D.C., and mortgage and home equity loans in all 50 states and D.C.

Community Banking’s net income decreased 14% to $1.8 billion in second quarter 2010 from $2.1 billion a year ago. Revenue decreased to $13.7 billion and $27.8 billion in the second quarter and first half of 2010, respectively, from $15.2 billion and $29.6 billion for the same periods a year ago. Net interest income decreased $840 million, or 9%, in second quarter 2010 from a year ago driven by the planned reduction in certain liquidating loan portfolios. Average loans decreased $26.7 billion, or 5%, in second quarter 2010 from a year ago, due to the run-off of liquidating loan portfolios and low demand. Average core deposits decreased $32.2 billion in second quarter 2010 from a year ago, primarily due to

$57 billion of higher cost Wachovia CDs maturing, partially offset by $31 billion of largely lower-cost CDs retained, and growth in customer deposits. Noninterest income decreased $671 million, or 11%, driven primarily by lower mortgage banking income. The provision for loan losses decreased $946 million, or 22%, due to lower net charge-offs and a $389 million credit reserve release in second quarter 2010 compared with a $479 million credit reserve build a year ago. Noninterest expense decreased $211 million, or 3%, due to the FDIC special assessment in second quarter 2009 and Wachovia merger-related cost savings.

Wholesale Banking provides financial solutions to businesses across the United States with annual sales generally in excess of $10 million and financial institutions globally. Products include middle market banking, corporate banking, commercial real estate, treasury management, asset-based lending, insurance brokerage, foreign exchange, correspondent banking, trade services, specialized lending, equipment finance, corporate trust, investment banking, capital markets, and asset management.

Wholesale Banking’s net income of $1.4 billion in second quarter 2010 was up 32% from second quarter 2009. Net income increased to $2.6 billion for the first half of 2010 from $2.2 billion a year ago. Wholesale banking results for second quarter 2010 included $495 million in commercial PCI loan resolutions, substantially all of which was recognized in net interest income, due to success in selling or settling commercial PCI loans. Net interest income of $3.0 billion in second quarter 2010 increased 21% from $2.5 billion a year ago, due to the commercial PCI loan resolutions, offset by lower average loans. Average loans of $223.4 billion declined 14% from second quarter 2009 driven by declines across most lending areas. Average core deposits of $161.5 billion in second quarter 2010 increased 18% from $137.4 billion a year ago driven by growth in both interest-bearing and non-interest bearing deposits primarily in global financial institutions, government and institutional banking and commercial banking. The provision for credit losses declined $112 million from second quarter 2009. The decrease included a $111 million reserve release in the second quarter 2010 compared with a $162 million credit reserve build a year ago. Noninterest income of $2.7 billion in second quarter 2010 decreased 4% from $2.8 billion a year ago. The decline was driven primarily by lower capital markets related trading results as well as lower investment banking revenues. Noninterest expense of $2.8 billion in second quarter 2010 increased 1% from a year ago as higher legal and foreclosed asset expenses were partially offset by lower personnel expense and FDIC assessments.

Wealth, Brokerage and Retirement provides a full range of financial advisory services to clients using a planning approach to meet each client’s needs. Wealth Management provides affluent and high net worth clients with a complete range of wealth management solutions including financial planning, private banking, credit, investment management and trust. Family Wealth meets the unique needs of the ultra high net worth customers. Retail brokerage’s financial advisors serve customers’ advisory, brokerage and financial needs as part of one of the largest full-service brokerage firms in the U.S. Retirement is a national leader in providing institutional retirement and trust services (including 401(k) and pension plan record keeping) for businesses, retail retirement solutions for individuals, and reinsurance services for the life insurance industry.

Wealth, Brokerage and Retirement’s net income increased 5% to $270 million in second quarter 2010 from $258 million a year ago. Net income increased to $552 million in the first half of 2010, up from $434 million a year ago. Revenue increased to $2.9 billion and $5.8 billion in the second quarter and first half of 2010, respectively, from $2.8 billion and $5.3 billion a year ago. Net interest income increased 7% to $684 million from $637 million a year ago, predominantly due to higher corporate investment allocation. Average loans decreased 7% to $42.6 billion in second quarter 2010 from $46.0 billion a year ago. The provision for credit losses decreased $30 million to $81 million in second quarter 2010 from $111 million a year ago, primarily due to second quarter 2009 reserve build. Noninterest expense

increased $50 million, 2%, to $2.4 billion in second quarter 2010 from $2.3 billion a year ago predominantly due to higher broker commissions on increased production.

BALANCE SHEET ANALYSIS

During second quarter 2010, our total assets, loans and core deposits each decreased slightly from December 31, 2009, but the strength of our business model continued to produce high rates of internal capital generation as reflected in our improved capital ratios. As a percentage of total risk-weighted assets, Tier 1 capital increased to 10.5%, total capital to 14.5%, Tier 1 leverage to 8.7% and Tier 1 common equity to 7.6% at June 30, 2010, up from 9.3%, 13.3%, 7.9% and 6.5%, respectively, at December 31, 2009. The Company purchased $540 million of warrants from the U.S. Treasury during second quarter 2010, which reduced the Tier 1 common ratio by approximately 5 basis points. The loan portfolio is now predominantly funded with core deposits and we have significant capacity to add higher yielding long-term mortgage-backed securities (MBS) for future revenue and earnings growth.

The following sections provide additional information about the major components of our balance sheet. Capital is discussed in the “Capital Management” section of this Report.

SECURITIES AVAILABLE FOR SALE

June 30, 2010

December 31, 2009

Net

Net

unrealized

Fair

unrealized

Fair

(in billions)

Cost

gain

value

Cost

gain

value

Debt securities available for sale

144.8

8.0

152.8

162.3

4.8

167.1

Marketable equity securities

4.5

0.6

5.1

4.8

0.8

5.6

Total securities available for sale

149.3

8.6

157.9

167.1

5.6

172.7

Securities available for sale consist of both debt and marketable equity securities. We hold debt securities available for sale primarily for liquidity, interest rate risk management and long-term yield enhancement. Accordingly, this portfolio consists primarily of very liquid, high-quality federal agency debt and privately issued MBS. The total net unrealized gains on securities available for sale of $8.6 billion at June 30, 2010, were up from $5.6 billion at December 31, 2009, due to a general decline in long-term yields and narrowing of credit spreads.

Comparative detail of average balances of securities available for sale is provided in the table under “Earnings Performance — Net Interest Income” earlier in this Report.

We analyze securities for other-than-temporary impairment (OTTI) on a quarterly basis, or more often if a potential loss-triggering event occurs. The initial indication of OTTI for both debt and equity securities is a decline in the market value below the amount recorded for an investment, and the severity and duration of the decline. In determining whether an impairment is other than temporary, we consider the length of time and the extent to which the market value has been below cost, recent events specific to the issuer, including investment downgrades by rating agencies and economic conditions within its industry, and whether it is more likely than not that we will be required to sell the security before a recovery in value.

At June 30, 2010, we had approximately $6 billion of investments in securities, primarily municipal bonds, which are guaranteed against loss by bond insurers. These securities are predominantly investment grade and were generally underwritten in accordance with our own investment standards prior to the determination to purchase, without relying on the bond insurer’s guarantee in making the investment

decision. These securities will continue to be monitored as part of our on-going impairment analysis of our securities available for sale, but are expected to perform, even if the rating agencies reduce the credit rating of the bond insurers.

The weighted-average expected maturity of debt securities available for sale was 5.0 years at June 30, 2010. Since 69% of this portfolio is MBS, the expected remaining maturity may differ from contractual maturity because borrowers generally have the right to prepay obligations before the underlying mortgages mature. The estimated effect of a 200 basis point increase or decrease in interest rates on the fair value and the expected remaining maturity of the MBS available for sale are shown in the following table.

MORTGAGE-BACKED SECURITIES — INTEREST RATE SENSITIVITY ANALYSIS



						Expected
						remaining
	Fair		Net unrealized			maturity
(in billions)	value		gains (losses)			(in years)

At June 30, 2010	$	105.1		6.2			3.7
At June 30, 2010, assuming a 200 basis point:
Increase in interest rates		97.3		(1.6	)		5.6
Decrease in interest rates		109.3		10.4			2.9

See Note 4 (Securities Available for Sale) to Financial Statements in this Report for securities available for sale by security type.

LOAN PORTFOLIO

June 30, 2010

December 31, 2009

All

All

PCI

other

PCI

other

(in millions)

loans

Total

loans

Total

Commercial and commercial real estate:

Commercial

1,113

144,971

146,084

1,911

156,441

158,352

Real estate mortgage

3,487

96,139

99,626

4,137

93,390

97,527

Real estate construction

4,194

26,685

30,879

5,207

31,771

36,978

Lease financing

—

13,492

—

14,210

Total commercial and commercial real estate

8,794

281,287

290,081

11,255

295,812

307,067

Consumer:

Real estate 1-4 family first mortgage

35,972

197,840

233,812

38,386

191,150

229,536

Real estate 1-4 family junior lien mortgage

290

101,037

101,327

331

103,377

103,708

Credit card

—

22,086

—

24,003

Other revolving credit and installment

—

88,485

—

89,058

Total consumer

36,262

409,448

445,710

38,717

407,588

446,305

Foreign

1,457

29,017

30,474

1,733

27,665

29,398

Total loans

46,513

719,752

766,265

51,705

731,065

782,770

A discussion of average loan balances and a comparative detail of average loan balances is included in “Earnings Performance — Net Interest Income” earlier in this Report; period-end balances and other loan related information are in Note 5 (Loans and Allowance for Credit Losses) to Financial Statements in this Report.

As of December 31, 2008, certain of the loans acquired from Wachovia had evidence of credit deterioration since their origination, and it was probable that we would not collect all contractually required principal and interest payments. Such loans identified at the time of the acquisition were accounted for using the measurement provisions for PCI loans. PCI loans were recorded at fair value at the date of acquisition, and any related allowance for loan losses was not permitted to be carried over.

PCI loans were written down to an amount estimated to be collectible. Accordingly, such loans are not classified as nonaccrual, even though they may be contractually past due, because we expect to fully collect the new carrying values of such loans (that is, the new cost basis arising out of our purchase accounting).

A nonaccretable difference was established in purchase accounting for PCI loans to absorb losses expected at that time on those loans. Amounts absorbed by the nonaccretable difference do not affect the income statement or the allowance for credit losses. Substantially all of our commercial, CRE and foreign PCI loans are accounted for as individual loans. Conversely, Pick-a-Pay and other consumer PCI loans have been aggregated into several pools based on common risk characteristics. Each pool is accounted for as a single asset with a single composite interest rate and an aggregate expectation of cash flows. Resolutions of loans may include sales of loans to third parties, receipt of payments in settlement with the borrower, or foreclosure of the collateral. Our policy is to remove an individual loan from a pool based on comparing the amount received from its resolution with its contractual amount. Any difference between these amounts is absorbed by the nonaccretable difference. This removal method assumes that the amount received from resolution approximates pool performance expectations. The remaining accretable yield balance is unaffected and any material change in remaining effective yield caused by this removal method is addressed by our quarterly cash flow evaluation process for each pool. For loans in pools that are resolved by payment in full, there is no release of the nonaccretable difference since there is no difference between the amount received at resolution and the contractual amount of the loan. In second quarter 2010, we recognized in income $506 million of nonaccretable difference related to commercial PCI loans due to payoffs and dispositions of these loans, compared with $182 million in first quarter 2010. We also transferred $1.9 billion from the nonaccretable difference to the accretable yield, of which $1.8 billion was due to sustained positive performance in the Pick-a-Pay portfolio. The increase in the accretable yield for the Pick-a-Pay portfolio had no impact on second quarter 2010 net income and is expected to be recognized as a yield adjustment to income over the remaining life of the loans, which is estimated to have a weighted-average life of eight years.

The following table provides an analysis of changes in the nonaccretable difference related to principal that is not expected to be collected for the second quarter and first half of 2010.

CHANGES IN NONACCRETABLE DIFFERENCE FOR PCI LOANS



	Commercial		,
	CRE and						Other
(in millions)	foreign			Pick-a-Pay			consumer			Total

Balance, December 31, 2008	$	10,410			26,485			4,069			40,964
Release of nonaccretable difference due to:
Loans resolved by settlement with borrower (1)		(330	)		—			—			(330	)
Loans resolved by sales to third parties (2)		(86	)		—			(85	)		(171	)
Reclassification to accretable yield for loans with improving cash flows (3)		(138	)		(27	)		(276	)		(441	)
Use of nonaccretable difference due to:
Losses from loan resolutions and write-downs (4)		(4,853	)		(10,218	)		(2,086	)		(17,157	)

Balance, December 31, 2009		5,003			16,240			1,622			22,865
Release of nonaccretable difference due to:
Loans resolved by settlement with borrower (1)		(586	)		—			—			(586	)
Loans resolved by sales to third parties (2)		(102	)		—			—			(102	)
Reclassification to accretable yield for loans with improving cash flows (3)		(169	)		(2,356	)		(70	)		(2,595	)
Use of nonaccretable difference due to:
Losses from loan resolutions and write-downs (4)		(1,223	)		(1,892	)		(263	)		(3,378	)

Balance, June 30, 2010	$	2,923			11,992			1,289			16,204



Balance, March 31, 2010	$	4,001			14,514			1,412			19,927
Release of nonaccretable difference due to:
Loans resolved by settlement with borrower (1)		(440	)		—			—			(440	)
Loans resolved by sales to third parties (2)		(66	)		—			—			(66	)
Reclassification to accretable yield for loans with improving cash flows (3)		(77	)		(1,807	)		(43	)		(1,927	)
Use of nonaccretable difference due to:
Losses from loan resolutions and write-downs (4)		(495	)		(715	)		(80	)		(1,290	)

Balance, June 30, 2010	$	2,923			11,992			1,289			16,204


(1)		Release of the nonaccretable difference for settlement with borrower, on individually accounted PCI loans, increases interest income in the period of settlement. Pick-a-Pay and Other consumer PCI loans do not reflect nonaccretable difference releases due to pool accounting for those loans, which assumes that the amount received approximates the pool performance expectations.
(2)		Release of the nonaccretable difference as a result of sales to third parties increases noninterest income in the period of the sale.
(3)		Reclassification of nonaccretable difference for increased cash flow estimates to the accretable yield will result in increasing income and thus the rate of return realized. Amounts reclassified to accretable yield are expected to be probable of realization over the estimated remaining life of the loan.
(4)		Write-downs to net realizable value of PCI loans are charged to the nonaccretable difference when severe delinquency (normally 180 days) or other indications of severe borrower financial stress exist that indicate there will be a loss of contractually due amounts upon final resolution of the loan.

Since the Wachovia acquisition, we have released $4.2 billion in nonaccretable difference, including $3.0 billion transferred from the nonaccretable difference to the accretable yield and $1.2 billion released through loan resolutions. We provided $1.2 billion in the allowance for credit losses in excess of the initial expected levels on certain PCI loans; the net result is a $3.0 billion improvement in our initial projected losses on PCI loans. At June 30, 2010, the allowance for credit losses in excess of initial expected levels on certain PCI loans was $225 million. The following table analyzes the actual and projected loss results on PCI loans since the acquisition of Wachovia on December 31, 2008, through June 30, 2010.



	Commercial		,
	CRE and					Other
(in millions)	foreign			Pick-a-Pay		consumer			Total

Release of unneeded nonaccretable difference due to:
Loans resolved by settlement with borrower (1)	$	916			—		—			916
Loans resolved by sales to third parties (2)		188			—		85			273
Reclassification to accretable yield for loans with improving cash flows (3)		307			2,383		346			3,036

Total releases of nonaccretable difference due to better than expected losses		1,411			2,383		431			4,225
Provision for worse than originally expected losses (4)		(1,226	)		—		(29	)		(1,255	)

Actual and projected losses on PCI loans better (worse) than originally expected	$	185			2,383		402			2,970


(1)		Release of the nonaccretable difference for settlement with borrower, on individually accounted PCI loans, increases interest income in the period of settlement. Pick-a-Pay and Other consumer PCI loans do not reflect nonaccretable difference releases due to pool accounting for those loans, which assumes that the amount received approximates the pool performance expectations.
(2)		Release of the nonaccretable difference as a result of sales to third parties increases noninterest income in the period of the sale.
(3)		Reclassification of nonaccretable difference for increased cash flow estimates to the accretable yield will result in increasing income and thus the rate of return realized. Amounts reclassified to accretable yield are expected to be probable of realization over the estimated remaining life of the loan.
(4)		Provision for additional losses recorded as a charge to income, when it is estimated that the expected cash flows for a PCI loan or pool of loans have decreased subsequent to the acquisition.

For further information on PCI loans, see Note 1 (Summary of Significant Accounting Policies — Loans) to Financial Statements in the 2009 Form 10-K and Note 5 (Loans and Allowance for Credit Losses) to Financial Statements in this Report.

DEPOSITS

Deposits totaled $815.6 billion at June 30, 2010, compared with $824.0 billion at December 31, 2009. Comparative detail of average deposit balances is provided in the table under “Earnings Performance — Net Interest Income” earlier in this Report. Total core deposits were $758.7 billion at June 30, 2010, down from $780.7 billion at December 31, 2009.



	June 30		,	Dec. 31		,
(in millions)	2010			2009			% Change

Noninterest-bearing	$	175,013			181,356			(3	)%
Interest-bearing checking		61,195			63,225			(3	)
Market rate and other savings		405,412			402,448			1
Savings certificates		88,117			100,857			(13	)
Foreign deposits (1)		28,943			32,851			(12	)

Core deposits		758,680			780,737			(3	)
Other time and savings deposits		20,861			16,142			29
Other foreign deposits		36,082			27,139			33

Total deposits	$	815,623			824,018			(1	)


(1)		Reflects Eurodollar sweep balances included in core deposits.

OFF-BALANCE SHEET ARRANGEMENTS

In the ordinary course of business, we engage in financial transactions that are not recorded in the balance sheet, or may be recorded in the balance sheet in amounts that are different from the full contract or notional amount of the transaction. These transactions are designed to (1) meet the financial needs of customers, (2) manage our credit, market or liquidity risks, (3) diversify our funding sources, and/or (4) optimize capital.

OFF-BALANCE SHEET TRANSACTIONS WITH UNCONSOLIDATED ENTITIES

NEWLY CONSOLIDATED VIE ASSETS AND LIABILITIES

Effective January 1, 2010, we adopted new consolidation accounting guidance and, accordingly, consolidated certain VIEs that were not included in our consolidated financial statements at December 31, 2009. On January 1, 2010, we recorded the assets and liabilities of the newly consolidated variable interest entities (VIEs) and derecognized our existing interests in those VIEs. We also recorded a $183 million increase to beginning retained earnings as a cumulative effect adjustment and recorded a $173 million increase to other comprehensive income (OCI).

The following table presents the net incremental assets recorded on our balance sheet by structure type upon adoption of new consolidation accounting guidance.



	Incremental
	assets as of
(in millions)	Jan. 1, 2010

Structure type:
Residential mortgage loans — nonconforming (1)	$	11,479
Commercial paper conduit		5,088
Other		2,002

Total	$	18,569


(1)		Represents certain of our residential mortgage loans that are not guaranteed by GSEs (“nonconforming”).

In accordance with the transition provisions of the new consolidation accounting guidance, we initially recorded newly consolidated VIE assets and liabilities at a basis consistent with our accounting for respective assets at their amortized cost basis, except for those VIEs for which the fair value option was elected. The carrying amount for loans approximate the outstanding unpaid principal balance, adjusted for allowance for loan losses. Short-term borrowings and long-term debt approximate the outstanding par amount due to creditors.

Upon adoption of new consolidation accounting guidance on January 1, 2010, we elected fair value option accounting for certain nonconforming residential mortgage loan securitization VIEs. This election requires us to recognize the VIE’s eligible assets and liabilities on the balance sheet at fair value with changes in fair value recognized in earnings. Such eligible assets and liabilities consisted primarily of loans and long-term debt, respectively. The fair value option was elected for those newly consolidated

VIEs for which our interests, prior to January 1, 2010, were predominantly carried at fair value with changes in fair value recorded to earnings. Accordingly, the fair value option was elected to effectively continue fair value accounting through earnings for those interests. Conversely, fair value option was not elected for those newly consolidated VIEs that did not share these characteristics. At January 1, 2010, the fair value of loans and long-term debt for which the fair value option was elected was $1.0 billion and $1.0 billion, respectively. The incremental impact of electing fair value option (compared to not electing) on the cumulative effect adjustment to retained earnings was an increase of $15 million.

RISK MANAGEMENT

All financial institutions must manage and control a variety of business risks that can significantly affect their financial performance. Key among these are credit, asset/liability and market risk.

For further discussion about how we manage these risks, see pages 54—71 of our 2009 Form 10-K. The discussion that follows is intended to provide an update on these risks.

CREDIT RISK MANAGEMENT

Our credit risk management process is governed centrally, but provides for decentralized credit management and accountability by our lines of business. Our overall credit process includes comprehensive credit policies, judgmental or statistical credit underwriting, frequent and detailed risk measurement and modeling, extensive credit training programs, and a continual loan review and audit process. In addition, regulatory examiners review and perform detailed tests of our credit underwriting, loan administration and allowance processes. For more information on our credit risk management process, please refer to page 54 in our 2009 Form 10-K.

Credit Quality Overview

In connection with first quarter 2010 results, we said we believed quarterly credit losses peaked in fourth quarter 2009 and provision expense peaked in third quarter 2009. The significant reduction in credit losses in second quarter 2010 confirmed our prior outlook and we have seen credit quality improve earlier and to a greater extent than we had previously expected. The continued improvement in credit performance is a result of a slowly improving economy coupled with actions taken by the Company over the past several years to improve underwriting standards, mitigate losses and exit portfolios with unattractive credit metrics.

•		Quarterly credit losses declined 16% to $4.5 billion in second quarter 2010 from $5.3 billion in first quarter 2010. This improvement in losses was broad based across the consumer portfolios, with reduced losses in the home equity, Wells Fargo Financial, Pick-a-Pay, consumer lines and loans, auto dealer services and credit card portfolios.
•		Losses in the commercial portfolio continued to improve from the higher levels experienced last year, including a 10% linked-quarter reduction in commercial real estate losses.
•		We also saw improvement in early indicators of credit quality, with improved 30 day delinquencies in many portfolios, including Business Direct, credit card, home equity, student lending and Wells Fargo Home Mortgage.
•		Based on declining losses and improved credit quality trends, the provision for credit losses of $4.0 billion was $500 million less than net charge-offs in second quarter 2010. Absent significant deterioration in the economy, we currently expect future reductions in the allowance for loan losses.

Measuring and monitoring our credit risk is an ongoing process that tracks delinquencies, collateral values, economic trends by geographic areas, loan-level risk grading for certain portfolios (typically commercial) and other indications of risk to loss. Our credit risk monitoring process is designed to enable early identification of developing risk to loss and to support our determination of an adequate allowance for loan losses. During the current economic cycle our monitoring and resolution efforts have focused on loan portfolios exhibiting the highest levels of risk including mortgage loans supported by real estate (both consumer and commercial), junior lien, commercial, credit card and subprime portfolios. The following sections include additional information regarding each of these loan portfolios and their relevant concentrations and credit quality performance metrics.

The following table identifies our non-strategic and liquidating loan portfolios as of June 30, 2010, and December 31, 2009.

NON-STRATEGIC AND LIQUIDATING LOAN PORTFOLIOS



	Outstanding balances
	June 30		,	Dec. 31		,
(in billions)	2010			2009

Commercial and commercial real estate PCI loans (1)	$	8.8			11.3
Pick-a-Pay mortgage (1)		80.2			85.2
Liquidating home equity		7.6			8.4
Legacy Wells Fargo Financial indirect auto		8.3			11.3
Legacy Wells Fargo Financial debt consolidation (2)		20.4			22.4

Total non-strategic and liquidating loan portfolios	$	125.3			138.6


(1)		Net of purchase accounting adjustments related to PCI loans.
(2)		In July 2010, we announced the restructuring of our Wells Fargo Financial division and exiting the origination of non-prime portfolio mortgage loans.

Commercial Real Estate (CRE)

The CRE portfolio consists of both CRE mortgages and CRE construction loans. The combined CRE loans outstanding totaled $130.5 billion at June 30, 2010, or 17% of total loans. CRE construction loans totaled $30.9 billion at June 30, 2010, or 4% of total loans. Permanent CRE loans totaled $99.6 billion at June 30, 2010, or 13% of total loans. The portfolio is diversified both geographically and by property type. The largest geographic concentrations are found in California and Florida, which represented 22% and 11% of the total CRE portfolio, respectively. By property type, the largest concentrations are office buildings at 23% and industrial/warehouse at 12% of the portfolio.

The underwriting of CRE loans primarily focuses on cash flows and creditworthiness, and not solely collateral valuations. To identify and manage newly emerging problem CRE loans, we employ a high level of surveillance and regular customer interaction to understand and manage the risks associated with these assets, including regular loan reviews and appraisal updates. As issues are identified, management is engaged and dedicated workout groups are in place to manage problem assets. At June 30, 2010, the remaining balance of PCI CRE loans totaled $7.7 billion, down from a balance of $19.3 billion at December 31, 2008, reflecting the reduction resulting from loan resolutions and write-downs.

The following table summarizes CRE loans by state and property type with the related nonaccrual totals. At June 30, 2010, the highest concentration of non-PCI CRE loans by state was $27.3 billion in California, more than double the next largest state concentration, and the related nonaccrual loans totaled about $1.7 billion, or 6.2% of CRE loans in California. Office buildings, at $27.9 billion of non-PCI loans, were the largest property type concentration, almost double the next largest, and the related nonaccrual loans totaled $1.5 billion, or 5.3% of CRE loans for office buildings. Of CRE mortgage loans (excluding CRE construction loans), 42% related to owner-occupied properties at June 30, 2010. Nonaccrual loans totaled 6.6% of the non-PCI outstanding balance at June 30, 2010.

CRE LOANS BY STATE AND PROPERTY TYPE

June 30, 2010

Real estate mortgage

Real estate construction

Total

% of

Nonaccrual

Outstanding

Nonaccrual

Outstanding

Nonaccrual

Outstanding

total

(in millions)

loans

balance (1)

loans

balance (1)

loans

balance (1)

loans

By state:

PCI loans:

Florida

—

561

—

886

—

1,447

California

—

731

—

258

—

989

North Carolina

—

199

—

481

—

680

Georgia

—

260

—

382

—

642

Virginia

—

227

—

391

—

618

Other

—

1,509

—

1,796

—

3,305

(2)

Total PCI loans

—

3,487

—

4,194

—

7,681

All other loans:

California

1,109

22,987

593

4,311

1,702

27,298

Florida

853

9,667

475

2,754

1,328

12,421

Texas

284

6,549

311

2,650

595

9,199

North Carolina

226

4,891

255

1,669

481

6,560

Georgia

303

3,850

111

1,149

414

4,999

Virginia

3,075

184

1,791

241

4,866

Arizona

195

3,744

342

937

537

4,681

New York

3,940

1,221

5,161

New Jersey

2,814

702

144

3,516

Colorado

3,031

777

181

3,808

Other

1,428

31,591

975

8,724

2,403

40,315

(3)

Total all other loans

4,689

96,139

3,429

26,685

8,118

122,824

Total

4,689

99,626

3,429

30,879

8,118

130,505

By property:

PCI loans:

Apartments

—

709

—

1,004

—

1,713

Office buildings

—

1,148

—

376

—

1,524

1-4 family land

—

242

—

852

—

1,094

Retail (excluding shopping center)

—

437

—

167

—

604

Land (excluding 1-4 family)

—

576

—

597

Other

—

930

—

1,219

—

2,149

Total PCI loans

—

3,487

—

4,194

—

7,681

All other loans:

Office buildings

1,179

24,545

309

3,357

1,488

27,902

Industrial/warehouse

674

13,519

1,129

767

14,648

Real estate — other

601

13,215

114

904

715

14,119

Apartments

283

7,770

330

4,482

613

12,252

Retail (excluding shopping center)

599

10,210

158

1,192

757

11,402

Land (excluding 1-4 family)

343

778

7,931

799

8,274

Shopping center

308

6,312

241

1,959

549

8,271

Hotel/motel

375

5,553

105

904

480

6,457

1-4 family land

114

314

685

2,695

799

3,009

Institutional

2,721

229

124

2,950

Other

450

11,637

577

1,903

1,027

13,540

Total all other loans

4,689

96,139

3,429

26,685

8,118

122,824

Total

4,689

99,626

(4)

3,429

30,879

8,118

130,505


*		Less than 1%
(1)		For PCI loans amounts represent carrying value.
(2)		Includes 37 states; no state had loans in excess of $570 million.
(3)		Includes 40 states; no state had loans in excess of $3.1 billion.
(4)		Includes $41.8 billion of loans to owner-occupants where 51% or more of the property is used in the conduct of their business.

(continued on following page)

(continued from previous page)



	December 31, 2009
	Real estate mortgage					Real estate construction				Total					% of
	Nonaccrual		Outstanding			Nonaccrual		Outstanding		Nonaccrual		Outstanding			total
(in millions)	loans		balance (1)			loans		balance (1)		loans		balance (1)			loans

By state:
PCI loans:
Florida	$	—		629			—		1,115		—		1,744			*	%
California		—		995			—		271		—		1,266			*
North Carolina		—		150			—		618		—		768			*
Georgia		—		226			—		523		—		749			*
Virginia		—		219			—		480		—		699			*
Other		—		1,918			—		2,200		—		4,118	(5)		*

Total PCI loans		—		4,137			—		5,207		—		9,344			1

All other loans:
California		1,132		22,739			874		5,024		2,006		27,763			4
Florida		563		9,899			374		3,227		937		13,126			2
Texas		225		6,098			256		3,054		481		9,152			1
North Carolina		179		4,983			161		2,079		340		7,062			*
Georgia		207		3,809			127		1,507		334		5,316			*
Virginia		53		3,080			117		1,974		170		5,054			*
New York		53		3,591			49		1,456		102		5,047			*
Arizona		158		3,810			200		1,193		358		5,003			*
New Jersey		66		2,904			23		768		89		3,672			*
Colorado		78		2,252			110		875		188		3,127			*
Other		982		30,225			1,022		10,614		2,004		40,839	(6)		5

Total all other loans		3,696		93,390			3,313		31,771		7,009		125,161			16

Total	$	3,696		97,527			3,313		36,978		7,009		134,505			17	%

By property:
PCI loans:
Apartments	$	—		810			—		1,300		—		2,110			*	%
Office buildings		—		1,443			—		399		—		1,842			*
1-4 family land		—		270			—		1,076		—		1,346			*
1-4 family structure		—		96			—		693		—		789			*
Land (excluding 1-4 family)		—		—			—		759		—		759			*
Other		—		1,518			—		980		—		2,498			*

Total PCI loans		—		4,137			—		5,207		—		9,344			1

All other loans:
Office buildings		887		24,688			188		4,005		1,075		28,693			4
Industrial/warehouse		508		13,643			36		1,281		544		14,924			2
Real estate — other		550		13,563			102		1,105		652		14,668			2
Apartments		267		7,102			254		5,138		521		12,240			2
Retail (excluding shopping center)		597		10,457			108		1,327		705		11,784			2
Land (excluding 1-4 family)		9		262			778		8,943		787		9,205			1
Shopping center		204		5,912			210		2,398		414		8,310			1
Hotel/motel		208		5,216			123		1,160		331		6,376			*
1-4 family land		77		232			764		3,156		841		3,388			*
1-4 family structure		60		1,065			689		2,199		749		3,264			*
Other		329		11,250			61		1,059		390		12,309			2

Total all other loans		3,696		93,390			3,313		31,771		7,009		125,161			16

Total	$	3,696		97,527	(7)		3,313		36,978		7,009		134,505			17	%


(5)		Includes 38 states; no state had loans in excess of $605 million.
(6)		Includes 40 states; no state had loans in excess of $3.0 billion.
(7)		Includes $42.1 billion of loans to owner-occupants where 51% or more of the property is used in the conduct of their business.

Commercial Loans and Lease Financing

For purposes of portfolio risk management, we aggregate commercial loans and lease financing according to market segmentation and standard industry codes. The following table summarizes commercial loans and lease financing by industry with the related nonaccrual totals. This portfolio has experienced less credit deterioration than our CRE portfolio as evidenced by its lower nonaccrual rate of 2.5% compared with 6.2% for the CRE portfolios. We believe this portfolio is well underwritten and is diverse in its risk with relatively similar concentrations across several industries. A majority of our commercial loans and lease financing portfolio is secured by short-term assets, such as accounts receivable, inventory and securities, as well as long-lived assets, such as equipment and other business assets. Our credit risk management process for this portfolio primarily focuses on a customer’s ability to repay the loan through their cash flow. Generally, collateral securing this portfolio represents a secondary source of repayment.

COMMERCIAL LOANS AND LEASE FINANCING BY INDUSTRY



	June 30, 2010								December 31, 2009
						% of								% of
	Nonaccrual		Outstanding			total			Nonaccrual		Outstanding			total
(in millions)	loans		balance (1)			loans			loans		balance (1)			loans

PCI loans:
Media	$	—		159			*	%	$	—		314			*	%
Real estate investment trust		—		92			*			—		351			*
Insurance		—		108			*			—		118			*
Investors		—		113			*			—		140			*
Airlines		—		73			*			—		87			*
Technology		—		69			*			—		72			*
Other		—		499	(2)		*			—		829	(2)		*

Total PCI loans		—		1,113			*			—		1,911			*

All other loans:
Financial institutions		141		11,529			2			496		11,111			1
Cyclical retailers		82		8,374			1			71		8,188			1
Healthcare		112		8,125			1			88		8,397			1
Food and beverage		78		7,859			1			77		8,316			1
Oil and gas		219		7,863			1			202		8,464			1
Industrial equipment		96		6,503			*			119		7,524			*
Business services		138		5,341			*			99		6,722			*
Transportation		61		6,177			*			31		6,469			*
Utilities		10		5,216			*			15		5,752			*
Real estate other		141		5,767			*			167		6,570			*
Technology		42		5,486			*			72		5,489			*
Hotel/restaurant		224		4,693			*			195		5,050			*
Other		2,662		75,530	(3)		10			2,936		82,599	(3)		11

Total all other loans		4,006		158,463			21			4,568		170,651			22

Total	$	4,006		159,576			21	%	$	4,568		172,562			22	%


*		Less than 1%
(1)		For PCI loans amounts represent carrying value.
(2)		No other single category had loans in excess of $66 million at June 30, 2010, or $110 million (leisure) at December 31, 2009.
(3)		No other single category had loans in excess of $4.7 billion at June 30, 2010, or $5.8 billion (public administration) at December 31, 2009. The next largest categories included public administration, investors, media, non-residential construction and leisure.

During the recent credit cycle, we have experienced an increase in requests for extensions of construction and commercial loans which have repayment guarantees. All extensions are granted based on a re-underwriting of the loan and our assessment of the borrower’s ability to perform under the agreed-upon terms. At the time of extension, borrowers are generally performing in accordance with the contractual loan terms. Extension terms generally range from six to thirty-six months and may require that the borrower provide additional economic support in the form of partial repayment, amortization or additional collateral or guarantees. In cases where the value of collateral or financial condition of the

borrower is insufficient to repay our loan, we may rely upon the support of an outside repayment guarantee in providing the extensions. In considering the impairment status of the loan, we evaluate the collateral and future cash flows as well as the anticipated support of any repayment guarantor. When performance under a loan is not reasonably assured, including the performance of the guarantor, we charge-off all or a portion of a loan based on the fair value of the collateral securing the loan.

Our ability to seek performance under the guarantee is directly related to the guarantor’s creditworthiness, capacity and willingness to perform. We evaluate a guarantor’s capacity and willingness to perform on an annual basis, or more frequently as warranted. Our evaluation is based on the most current financial information available and is focused on various key financial metrics, including net worth, leverage, and current and future liquidity. We consider the guarantor’s reputation, creditworthiness, and willingness to work with us based on our analysis as well as other lenders’ experience with the guarantor. Our assessment of the guarantor’s credit strength is reflected in our loan risk ratings for such loans. The loan risk rating is an important factor in our allowance methodology for commercial and commercial real estate loans.

Pick-a-Pay Portfolio

As part of the Wachovia acquisition, we acquired residential first mortgage and home equity loans that are very similar to the Wells Fargo core originated portfolio. We also acquired the Pick-a-Pay portfolio, which describes one of the consumer mortgage portfolios. Under purchase accounting for the Wachovia acquisition, we made purchase accounting adjustments to the Pick-a-Pay loans considered to be impaired under accounting guidance for PCI loans.

Our Pick-a-Pay portfolio had an unpaid principal balance of $97.1 billion and a carrying value of $80.2 billion at June 30, 2010. The Pick-a-Pay portfolio is a liquidating portfolio, as Wachovia ceased originating new Pick-a-Pay loans in 2008. Equity lines of credit and closed-end second liens associated with Pick-a-Pay loans are reported in the Home Equity core portfolio. The Pick-a-Pay portfolio includes loans that offer payment options (Pick-a-Pay option payment loans), loans that were originated without the option payment feature, loans that no longer offer the option feature as a result of our modification efforts since the acquisition, and loans where the customer voluntarily converted to a fixed-rate product. The following table provides balances over time related to the types of loans included in the portfolio.



	June 30, 2010					December 31, 2009					December 31, 2008
(in millions)	Outstandings		% of total			Outstandings		% of total			Outstandings		% of total

Option payment loans	$	63,974		66	%	$	73,060		70	%	$	101,297		86	%
Non-option payment ARMs and fixed-rate loans		13,286		14			14,178		14			15,978		14
Loan modifications — Pick-a-Pay		19,851		20			16,420		16			—		—

Total unpaid principal balance	$	97,111		100	%	$	103,658		100	%	$	117,275		100	%

Total carrying value	$	80,208				$	85,238				$	95,315

PCI loans in the Pick-a-Pay portfolio had an unpaid principal balance of $51.0 billion and a carrying value of $34.9 billion at June 30, 2010. The carrying value of the PCI loans is net of purchase accounting write-downs to reflect their fair value at acquisition. Upon acquisition, we recorded a $22.4 billion write-down in purchase accounting on Pick-a-Pay loans that were impaired. Due to the sustained positive performance observed on the Pick-a-Pay portfolio compared to the original acquisition estimates, we reclassified $1.8 billion from the nonaccretable difference to the accretable yield in second quarter 2010 for a total of $2.4 billion that has been reclassified since the Wachovia merger. This improvement in the lifetime credit outlook for this portfolio is primarily attributable to the significant modification efforts and the observed emergence of performance on these modifications as well as the portfolio’s delinquency

stabilization over the last several months. This improvement in the credit outlook will be realized over the remaining life of the portfolio, which is estimated to have a weighted average life of approximately eight years.

Pick-a-Pay option payment loans may be adjustable or fixed rate. They are home mortgages on which the customer has the option each month to select from among four payment options: (1) a minimum payment as described below, (2) an interest-only payment, (3) a fully amortizing 15-year payment, or (4) a fully amortizing 30-year payment. The minimum monthly payment for substantially all of our Pick-a-Pay loans is reset annually. The new minimum monthly payment amount generally increases by no more than 7.5% of the prior minimum monthly payment. The minimum payment may not be sufficient to pay the monthly interest due and in those situations a loan on which the customer has made a minimum payment is subject to “negative amortization,” where unpaid interest is added to the principal balance of the loan. The amount of interest that has been added to a loan balance is referred to as “deferred interest.” Total deferred interest was $3.2 billion at June 30, 2010, down from $3.7 billion at December 31, 2009, due to loan modification efforts as well as falling interest rates resulting in the minimum payment option covering the interest and some principal on many loans. At June 30, 2010, approximately 64% of customers choosing the minimum payment option did not defer interest. In situations where the minimum payment is greater than the interest-only option, the customer has only three payment options available: (1) a minimum required payment, (2) a fully amortizing 15-year payment, or (3) a fully amortizing 30-year payment.

Deferral of interest on a Pick-a-Pay loan may continue as long as the loan balance remains below a pre-defined principal cap, which is based on the percentage that the current loan balance represents to the original loan balance. Loans with an original loan-to-value (LTV) ratio equal to or below 85% have a cap of 125% of the original loan balance, and these loans represent substantially all the Pick-a-Pay portfolio. Loans with an original LTV ratio above 85% have a cap of 110% of the original loan balance. Most of the Pick-a-Pay loans on which there is a deferred interest balance re-amortize (the monthly payment amount is “recast”) on the earlier of the date when the loan balance reaches its principal cap, or the 10-year anniversary of the loan. For a small population of Pick-a-Pay loans, the recast occurs at the five-year anniversary. After a recast, the customers’ new payment terms are reset to the amount necessary to repay the balance over the remainder of the original loan term.

Due to the terms of this Pick-a-Pay portfolio, we believe there is minimal recast risk over the next three years. Based on assumptions of a flat rate environment, if all eligible customers elect the minimum payment option 100% of the time and no balances prepay, we would expect the following balances of option payment loans to recast based on reaching the principal cap: $2 million in the remaining half of 2010, $1 million in 2011 and $3 million in 2012. In second quarter 2010, no option payment loans recast based on reaching the principal cap. In addition, we would expect the following balances of option payment loans to start fully amortizing due to reaching their recast anniversary date and also having a payment change at the recast date greater than the annual 7.5% reset: $12 million in the remaining half of 2010, $37 million in 2011 and $41 million in 2012. In second quarter 2010, the amount of option payment loans reaching their recast anniversary date and also having a payment change over the annual 7.5% reset was $12 million.

The following table reflects the geographic distribution of the Pick-a-Pay portfolio broken out between PCI loans and all other loans. In stressed housing markets with declining home prices and increasing delinquencies, the LTV ratio is a useful metric in predicting future real estate 1-4 family first mortgage loan performance, including potential charge-offs. Because PCI loans were initially recorded at fair value written down for expected credit losses, the ratio of the carrying value to the current collateral value for

acquired loans with credit impairment will be lower as compared with the LTV based on the unpaid principal. For informational purposes, we have included both ratios in the following table.

PICK-A-PAY PORTFOLIO (1)



	PCI loans										All other loans
								Ratio of
								carrying
	Unpaid		Current					value to			Unpaid		Current
	principal		LTV			Carrying		current			principal		LTV			Carrying
(in millions)	balance		ratio (2)			value (3)		value			balance		ratio (2)			value (3)

June 30, 2010
California	$	34,458		137	%	$	23,505		93	%	$	22,653		90	%	$	22,283
Florida		5,375		146			3,098		84			4,817		109			4,621
New Jersey		1,590		100			1,241		77			2,747		81			2,729
Texas		412		80			366		71			1,842		65			1,846
Washington		601		101			519		86			1,380		84			1,366
Other states		8,582		117			6,170		83			12,654		88			12,464

Total Pick-a-Pay loans	$	51,018				$	34,899				$	46,093				$	45,309


December 31, 2009
California	$	37,341		141	%	$	25,022		94	%	$	23,795		93	%	$	23,626
Florida		5,751		139			3,199		77			5,046		104			4,942
New Jersey		1,646		101			1,269		77			2,914		82			2,912
Texas		442		82			399		74			1,967		66			1,973
Washington		633		103			543		88			1,439		84			1,435
Other states		9,283		116			6,597		82			13,401		87			13,321

Total Pick-a-Pay loans	$	55,096				$	37,029				$	48,562				$	48,209


(1)		The individual states shown in this table represent the top five states based on the total net carrying value of the Pick-a-Pay loans at the beginning of 2010. The December 31, 2009 table has been revised to conform to the 2010 presentation of top five states.
(2)		The current LTV ratio is calculated as the unpaid principal balance plus the unpaid principal balance of any equity lines of credit that share common collateral divided by the collateral value. Collateral values are generally determined using automated valuation models (AVM) and are updated quarterly. AVMs are computer-based tools used to estimate market values of homes based on processing large volumes of market data including market comparables and price trends for local market areas.
(3)		Carrying value, which does not reflect the allowance for loan losses, includes purchase accounting adjustments, which, for PCI loans are the nonaccretable difference and the accretable yield, and for all other loans, an adjustment to mark the loans to a market yield at date of merger less any subsequent charge-offs.

To maximize return and allow flexibility for customers to avoid foreclosure, we have in place several loss mitigation strategies for our Pick-a-Pay loan portfolio. We contact customers who are experiencing difficulty and may in certain cases modify the terms of a loan based on a customer’s documented income and other circumstances.

We also have taken steps to work with customers to refinance or restructure their Pick-a-Pay loans into other loan products. For customers at risk, we offer combinations of term extensions of up to 40 years (from 30 years), interest rate reductions, forbearance of principal, interest only payments for a period of time and, in geographies with substantial property value declines, we will even offer permanent principal reductions.

In fourth quarter 2009, we rolled out the U.S. Treasury Department’s HAMP to the customers in this portfolio. As of June 30, 2010, over 15,000 HAMP applications were being reviewed by our loan servicing department and an additional 13,500 loans have been approved for the HAMP trial modification. We believe a key factor to successful loss mitigation is tailoring the revised loan payment to the customer’s sustainable income. We continually reassess our loss mitigation strategies and may adopt additional or different strategies in the future.

In second quarter 2010, we completed 7,052 proprietary and HAMP loan modifications and have completed over 64,000 modifications since acquisition. The majority of the loan modifications were

concentrated in our PCI Pick-a-Pay loan portfolio. Approximately 5,400 modification offers were proactively sent to customers in second quarter 2010. As part of the modification process, the loans are re-underwritten, income is documented and the negative amortization feature is eliminated. Most of the modifications result in material payment reduction to the customer. Because of the write-down of the PCI loans in purchase accounting, our post merger modifications to PCI Pick-a-Pay loans have not resulted in any modification-related provision for credit losses. To the extent we modify loans not in the PCI Pick-a-Pay portfolio, we establish an impairment reserve in accordance with the applicable accounting requirements for loan restructurings.

Home Equity Portfolios

The deterioration in specific segments of the legacy Wells Fargo Home Equity portfolios, which began almost three years ago, required a targeted approach to managing these assets. In fourth quarter 2007, a liquidating portfolio was identified, consisting of home equity loans generated through the wholesale channel not behind a Wells Fargo first mortgage, and home equity loans acquired through correspondents. The liquidating portion of the Home Equity portfolio was $7.6 billion at June 30, 2010, compared with $8.4 billion at December 31, 2009. The loans in this liquidating portfolio represent about 1% of total loans outstanding at June 30, 2010, and contain some of the highest risk in our $123.0 billion Home Equity portfolio, with a loss rate of 10.90% compared with 3.54% for the core portfolio. The loans in the liquidating portfolio are largely concentrated in geographic markets that have experienced the most abrupt and steepest declines in housing prices. The core portfolio was $115.3 billion at June 30, 2010, of which 97% was originated through the retail channel and approximately 19% of the outstanding balance was in a first lien position. The following table includes the credit attributes of these two portfolios. California loans represent the largest state concentration in each of these portfolios and have experienced among the highest early-term delinquency and loss rates.

HOME EQUITY PORTFOLIOS (1)



							% of loans									Loss rate
							two payments						(annualized)
	Outstanding balances						or more past due						Quarter ended
	June 30		,	Dec. 31		,	June 30		,	Dec. 31		,	June 30		,	Dec. 31		,
(in millions)	2010			2009			2010			2009			2010			2009

Core portfolio
California	$	28,819			30,264			3.67	%		4.12			4.70			6.12
Florida		12,616			12,038			4.95			5.48			6.02			6.98
New Jersey		8,416			8,379			2.45			2.50			1.84			1.51
Virginia		5,802			5,855			1.86			1.91			2.00			1.13
Pennsylvania		5,240			5,051			1.86			2.03			1.22			1.81
Other		54,439			53,811			2.73			2.85			2.96			3.04

Total (2)		115,332			115,398			3.11			3.35			3.54			3.90

Liquidating portfolio
California		2,860			3,205			7.50			8.78			15.36			17.94
Florida		366			408			8.40			9.45			14.84			19.53
Arizona		169			193			8.78			10.46			22.31			19.29
Texas		141			154			2.24			1.94			2.57			2.40
Minnesota		100			108			5.70			4.15			7.59			7.53
Other		4,003			4,361			4.35			5.06			7.22			7.33

Total		7,639			8,429			5.80			6.74			10.90			12.16

Total core and liquidating portfolios	$	122,971			123,827			3.28			3.58			4.00			4.48


(1)		Consists of real estate 1-4 family junior lien mortgages and lines of credit secured by real estate, excluding PCI loans.
(2)		Includes equity lines of credit and closed-end second liens associated with the Pick-a-Pay portfolio totaling $1.7 billion at June 30, 2010, and $1.8 billion at December 31, 2009.

Wells Fargo Financial

Wells Fargo Financial’s portfolio consists of real estate loans, substantially all of which are secured debt consolidation loans, and both prime and non-prime auto secured loans, unsecured loans and credit cards. In July 2010, we announced the restructuring of our Wells Fargo Financial division and that we are exiting the origination of non-prime portfolio mortgage loans. The remaining consumer and commercial loan products offered through Wells Fargo Financial will be realigned with those offered by our other business units and will be available through our expanded network of community banking and home mortgage stores.

Wells Fargo Financial had $23.5 billion in real estate secured loans at June 30, 2010, and $25.8 billion at December 31, 2009. Of this portfolio, $1.4 billion and $1.6 billion, respectively, was considered prime based on secondary market standards and has been priced to the customer accordingly. The remaining portfolio is non-prime but was originated with standards to reduce credit risk. These loans were originated through our retail channel with documented income, LTV limits based on credit quality and property characteristics, and risk-based pricing. In addition, the loans were originated without teaser rates, interest-only or negative amortization features. Credit losses in the portfolio have increased in the current economic environment compared with historical levels, but performance remained similar to prime portfolios in the industry with overall loss rates of 4.20% (annualized) in the first half of 2010 on the entire portfolio. At June 30, 2010, $7.8 billion of the portfolio was originated with customer FICO scores below 620, but these loans have further restrictions on LTV and debt-to-income ratios intended to limit the credit risk.

Wells Fargo Financial also had $13.4 billion in auto secured loans and leases at June 30, 2010, and $16.5 billion at December 31, 2009, of which $4.0 billion and $4.4 billion, respectively, were originated with customer FICO scores below 620. Loss rates in this portfolio were 2.76% (annualized) in the second quarter and 3.57% (annualized) in the first half of 2010 for FICO scores of 620 and above, and 3.59% (annualized) and 4.75% (annualized), respectively, for FICO scores below 620. These loans were priced based on relative risk. Of this portfolio, $8.3 billion represented loans and leases originated through its indirect auto business, a channel Wells Fargo Financial ceased using near the end of 2008.

Wells Fargo Financial had $7.2 billion in unsecured loans and credit card receivables at June 30, 2010, and $8.1 billion at December 31, 2009, of which $0.8 billion and $1.0 billion, respectively, was originated with customer FICO scores below 620. Net loss rates in this portfolio were 11.51% (annualized) in the second quarter and 11.41% (annualized) in the first half of 2010 for FICO scores of 620 and above, and 15.51% (annualized) and 15.08% (annualized), respectively, for FICO scores below 620. Wells Fargo Financial has tightened credit policies and managed credit lines to reduce exposure during the recent economic environment.

Credit Cards

Our credit card portfolio, a portion of which is included in the Wells Fargo Financial discussion above, totaled $22.1 billion at June 30, 2010, which represented 3% of our total outstanding loans and was smaller than the credit card portfolios of each of our large bank peers. Delinquencies of 30 days or more were 5.3% of credit card outstandings at June 30, 2010, down from 5.5% at December 31, 2009. Net charge-offs were 10.45% (annualized) for second quarter 2010, down from 11.17% (annualized) in first quarter 2010, reflecting previous risk mitigation efforts that included tightened underwriting and line management changes. Enhanced underwriting criteria and line management initiatives instituted in previous quarters continued to have positive effects on loss performance.

Nonaccrual Loans and Other Nonperforming Assets

The following table shows the comparative data for nonaccrual loans and other nonperforming assets (NPAs). We generally place loans on nonaccrual status when:

•		the full and timely collection of interest or principal becomes uncertain;
•		they are 90 days (120 days with respect to real estate 1-4 family first and junior lien mortgages and auto loans) past due for interest or principal (unless both well-secured and in the process of collection); or
•		part of the principal balance has been charged off and no restructuring has occurred.

Note 1 (Summary of Significant Accounting Policies — Loans) to Financial Statements in our 2009 Form 10-K describes our accounting policy for nonaccrual and impaired loans.

NONACCRUAL LOANS AND OTHER NONPERFORMING ASSETS



	June 30		,	Mar. 31		,	Dec. 31		,
(in millions)	2010			2010			2009

Nonaccrual loans:
Commercial and commercial real estate:
Commercial (includes LHFS of $12, $0 and $19)	$	3,843			4,273			4,397
Real estate mortgage		4,689			4,345			3,696
Real estate construction (includes LHFS of $7, $7 and $8)		3,429			3,327			3,313
Lease financing		163			185			171

Total commercial and commercial real estate		12,124			12,130			11,577

Consumer:
Real estate 1-4 family first mortgage (includes MHFS of $450, $412 and $339)		12,865			12,347			10,100
Real estate 1-4 family junior lien mortgage		2,391			2,355			2,263
Other revolving credit and installment		316			334			332

Total consumer		15,572			15,036			12,695

Foreign		115			135			146

Total nonaccrual loans (1)(2)		27,811			27,301			24,418

As a percentage of total loans		3.63	%		3.49			3.12
Foreclosed assets:
GNMA loans (3)	$	1,344			1,111			960
Other		3,650			2,970			2,199
Real estate and other nonaccrual investments (4)		131			118			62

Total nonaccrual loans and other nonperforming assets	$	32,936			31,500			27,639

As a percentage of total loans		4.30	%		4.03			3.53


(1)		Excludes loans acquired from Wachovia that are accounted for as PCI loans because they continue to earn interest income from accretable yield, independent of performance in accordance with their contractual terms.
(2)		See Note 5 to Financial Statements in this Report and Note 6 (Loans and Allowance for Credit Losses) to Financial Statements in our 2009 Form 10-K for further information on impaired loans.
(3)		Consistent with regulatory reporting requirements, foreclosed real estate securing Government National Mortgage Association (GNMA) loans is classified as nonperforming. Both principal and interest for GNMA loans secured by the foreclosed real estate are collectible because the GNMA loans are insured by the Federal Housing Administration (FHA) or guaranteed by the Department of Veterans Affairs (VA).
(4)		Includes real estate investments (contingent interest loans accounted for as investments) that would be classified as nonaccrual if these assets were recorded as loans, and nonaccrual debt securities.

Total NPAs were $32.9 billion (4.30% of total loans) at June 30, 2010, and included $27.8 billion of nonaccrual loans and $5.1 billion of foreclosed assets, real estate, and other nonaccrual investments. The growth rate in nonaccrual loans slowed in second quarter 2010, while the balance still increased from first quarter 2010 by $510 million. The growth in second quarter occurred in the real estate portfolios (commercial and residential) which consist of secured loans. Nonaccruals in all other loan portfolios were essentially flat or down. New inflows to nonaccrual loans continued to decline (down 18% linked quarter). The amount of disposed nonaccruals increased (up 12% linked quarter), but was below the level of inflows.

Typically, changes to nonaccrual loans period-over-period represent inflows for loans that reach a specified past due status, offset by reductions for loans that are charged off, sold, transferred to foreclosed properties, or are no longer classified as nonaccrual because they return to accrual status. During 2009, due to purchase accounting, the rate of growth in nonaccrual loans was higher than it would have been without PCI loan accounting because the balance of nonaccrual loans in Wachovia’s loan portfolio was approximately zero at the beginning of 2009, due to purchase accounting write-downs taken at the close of acquisition. The impact of purchase accounting on our credit data will diminish over time. In addition, we have also increased loan modifications and restructurings to assist homeowners and other borrowers in the current difficult economic cycle. This increase is expected to result in elevated nonaccrual loan levels in those portfolios which are being actively modified for longer periods because consumer nonaccrual loans that have been modified remain in nonaccrual status generally until a borrower has made six consecutive months of payments, or equivalent, inclusive of consecutive payments made prior to the modification. Loans are re-underwritten at the time of the modification in accordance with underwriting guidelines established for governmental and proprietary loan modification programs. For an accruing loan that has been modified, if the borrower has demonstrated performance under the previous terms and shows the capacity to continue to perform under the restructured terms, the loan will remain in accruing status. Otherwise, the loan will be placed in a nonaccrual status generally until the borrower has made six consecutive months of payments, or equivalent.

Loss expectations for nonaccrual loans are driven by delinquency rates, default probabilities and severities. While nonaccrual loans are not free of loss content, we believe the estimated loss exposure remaining in these balances is significantly mitigated by four factors. First, 98% of nonaccrual loans are secured. Second, losses have already been recognized on 39% of the consumer nonaccruals and 33% of commercial nonaccruals. Residential nonaccrual loans are written down to net realizable value at 180 days past due, except for loans that go into trial modification prior to going 180 days past due, which are not written down in the trial period (3 months) as long as trial payments are being made timely. Third, as of June 30, 2010, 54% of commercial nonaccrual loans were current on interest. Fourth, there are certain nonaccruals for which there are loan level reserves in the allowance, while others are covered by pool level reserves.

Commercial and CRE nonaccrual loans, net of write-downs, amounted to $12.1 billion at both June 30 and March 31, 2010. Consumer nonaccrual loans (including nonaccrual troubled debt restructurings (TDRs)) amounted to $15.6 billion at June 30, 2010, compared with $15.0 billion at March 31, 2010. The $536 million increase in nonaccrual consumer loans from March 31, 2010, represented an increase of $518 million in 1-4 family first mortgage loans and an increase of $36 million in 1-4 family junior liens. Residential mortgage nonaccrual loans increased largely due to slower disposition as quarterly inflow has remained relatively stable. Federal government programs, such as HAMP, and Wells Fargo proprietary programs, such as the Company’s Pick-a-Pay Mortgage Assistance program, require customers to provide updated documentation and complete trial repayment periods, to evidence sustained performance, before the loan can be removed from nonaccrual status. In addition, for loans in foreclosure, many states, including California and Florida where Wells Fargo has significant exposures, have enacted legislation that significantly increases the time frames to complete the foreclosure process,

meaning that loans will remain in nonaccrual status for longer periods. At the conclusion of the foreclosure process, we continue to sell real estate owned in a very timely fashion.

When a consumer real estate loan is 120 days past due, we move it to nonaccrual status and when the loan reaches 180 days past due it is our policy to write these loans down to net realizable value, except for trial modifications. Thereafter, we revalue each loan in nonaccrual status regularly and recognize additional charges if needed. Our quarterly market classification process, employed since late 2007, indicates as of June 30, 2010, that home values in most metropolitan statistical areas have stabilized. We anticipate manageable additional write-downs while properties work through the foreclosure process.

Of the $15.6 billion of consumer nonaccrual loans:

•		99% are secured, substantially all by real estate; and
•		21% have a combined LTV ratio of 80% or below.

In addition to the $15.6 billion of consumer nonaccrual loans, there were also accruing consumer TDRs of $8.2 billion at June 30, 2010. In total, there were $23.8 billion of consumer nonaccrual loans and accruing TDRs at June 30, 2010.

NPAs at June 30, 2010, included $1.3 billion of loans that are FHA insured or VA guaranteed, which are expected to have little to no loss content, and $3.7 billion of foreclosed assets, which have been written down to the value of the underlying collateral. Foreclosed assets increased $913 million, or 22%, in second quarter 2010 from the prior quarter. Of this increase, $427 million were foreclosed loans from the PCI portfolio that are now recorded as foreclosed assets. The majority of the inherent loss content in these assets has already been accounted for, and increases to this population of assets should have minimal additional impact to expected loss levels.

Given our real estate-secured loan concentrations and current economic conditions, we anticipate continuing to hold a high level of NPAs on our balance sheet. We believe the loss content in the nonaccrual loans has either already been realized or provided for in the allowance for credit losses at June 30, 2010. We remain focused on proactively identifying problem credits, moving them to nonperforming status and recording the loss content in a timely manner. We’ve increased staffing in our workout and collection organizations to ensure troubled borrowers receive the attention and help they need. See the “Risk Management — Allowance for Credit Losses” section in this Report for additional information. The performance of any one loan can be affected by external factors, such as economic or market conditions, or factors affecting a particular borrower.

Troubled Debt Restructurings (TDRs)

The following table provides information regarding the recorded investment in loans modified in TDRs.



	June 30		,	Mar. 31		,	Dec. 31		,
(in millions)	2010			2010			2009

Consumer TDRs:
Real estate 1-4 family first mortgage	$	9,525			7,972			6,685
Real estate 1-4 family junior lien mortgage		1,469			1,563			1,566
Other revolving credit and installment		502			310			17

Total consumer TDRs		11,496			9,845			8,268

Commercial and commercial real estate TDRs		656			386			265

Total TDRs	$	12,152			10,231			8,533

TDRs on nonaccrual status	$	3,877			2,738			2,289
TDRs on accrual status		8,275			7,493			6,244

Total TDRs	$	12,152			10,231			8,533

We establish an impairment reserve when a loan is restructured in a TDR. The impairment reserve for TDRs was $2.9 billion at June 30, 2010, and $1.8 billion at December 31, 2009. Total charge-offs related to loans modified in a TDR were $486 million and $163 million for the six months ended 2010 and 2009, respectively.

Our nonaccrual policies are generally the same for all loan types when a restructuring is involved. We underwrite consumer loans at the time of restructuring to determine if there is sufficient evidence of sustained repayment capacity based on the borrower’s documented income, debt to income ratios, and other factors. Any loans lacking sufficient evidence of sustained repayment capacity at the time of modification are charged down to the fair value of the collateral. If the borrower has demonstrated performance under the previous terms and the underwriting process shows capacity to continue to perform under the restructured terms, the loan will remain in accruing status. Otherwise, the loan will be placed in nonaccrual status until the borrower demonstrates a sustained period of performance which we generally believe to be six consecutive months of payments, or equivalent. Loans will also be placed on nonaccrual, and a corresponding charge-off recorded to the loan balance, if we believe that principal and interest contractually due under the modified agreement will not be collectible.

We do not forgive principal for a majority of our TDRs, but in those situations where principal is forgiven, the entire amount of such principal forgiveness is immediately charged off. When a TDR performs in accordance with its modified terms, the loan either continues to accrue interest (for performing loans), or will return to accrual status after the borrower demonstrates a sustained period of performance.

Loans 90 Days or More Past Due and Still Accruing

Loans included in this category are 90 days or more past due as to interest or principal and still accruing, because they are (1) well-secured and in the process of collection or (2) real estate 1-4 family mortgage loans or consumer loans exempt under regulatory rules from being classified as nonaccrual. PCI loans are excluded from the disclosure of loans 90 days or more past due and still accruing interest. Even though certain of them are 90 days or more contractually past due, they are considered to be accruing because the interest income on these loans relates to the accretable yield under the accounting for PCI loans and not to contractual interest payments.

Loans 90 days or more past due and still accruing totaled $19.4 billion at June 30, 2010, and $22.2 billion at December 31, 2009. The totals included $14.4 billion and $15.3 billion, respectively, in advances pursuant to our servicing agreements to GNMA mortgage pools and similar loans whose repayments are insured by the FHA or guaranteed by the VA.

LOANS 90 DAYS OR MORE PAST DUE AND STILL ACCRUING (EXCLUDING INSURED/GUARANTEED GNMA AND SIMILAR LOANS) (1)



	June 30		,	Dec. 31		,
(in millions)	2010			2009

Commercial and commercial real estate:
Commercial	$	540			590
Real estate mortgage		654			1,014
Real estate construction		471			909

Total commercial and commercial real estate		1,665			2,513

Consumer:
Real estate 1-4 family first mortgage (2)		1,049			1,623
Real estate 1-4 family junior lien mortgage (2)		352			515
Credit card		610			795
Other revolving credit and installment		1,300			1,333

Total consumer		3,311			4,266

Foreign		21			73

Total	$	4,997			6,852


(1)		The carrying value of PCI loans contractually 90 days or more past due was $15.1 billion at June 30, 2010, and $16.1 billion at December 31, 2009. These amounts are excluded from the above table as PCI loan accretable yield interest recognition is independent from the underlying contractual loan delinquency status. See table on page 17 for detail of PCI loans.
(2)		Includes mortgage loans held for sale 90 days or more past due and still accruing.

Net Charge-offs

NET CHARGE-OFFS



	Quarter ended June 30									,	Six months ended June 30									,
	2010					2009					2010					2009
			As a					As a					As a					As a
	Net loan		% of			Net loan		% of			Net loan		% of			Net loan		% of
	charge-		average			charge-		average			charge-		average			charge-		average
($ in millions)	offs		loans (1)			offs		loans (1)			offs		loans (1)			offs		loans (1)

Commercial and commercial real estate:
Commercial	$	689		1.87	%	$	704		1.51	%	$	1,339		1.77	%	$	1,260		1.32	%
Real estate mortgage		360		1.47			119		0.49			631		1.30			138		0.29
Real estate construction		238		2.90			259		2.48			632		3.70			364		1.73
Lease financing		27		0.78			61		1.68			56		0.82			78		1.04

Total commercial and commercial real estate		1,314		1.80			1,143		1.35			2,658		1.80			1,840		1.07

Consumer:
Real estate 1-4 family first mortgage		1,009		1.70			758		1.26			2,320		1.94			1,149		0.95
Real estate 1-4 family junior lien mortgage		1,184		4.62			1,171		4.33			2,633		5.10			2,018		3.72
Credit card		579		10.45			664		11.59			1,222		10.82			1,246		10.86
Other revolving credit and installment		361		1.64			604		2.66			908		2.05			1,300		2.86

Total consumer		3,133		2.79			3,197		2.77			7,083		3.12			5,713		2.47

Foreign		42		0.57			46		0.61			78		0.54			91		0.58

Total	$	4,489		2.33	%	$	4,386		2.11	%	$	9,819		2.52	%	$	7,644		1.82	%


(1)		Net charge-offs as a percentage of average loans are annualized.

Net charge-offs in second quarter 2010 were $4.5 billion (2.33% of average total loans outstanding, annualized) compared with $5.3 billion (2.71%) in first quarter 2010, and $4.4 billion (2.11%) a year ago. This quarter’s significant reduction in credit losses confirms our prior outlook that credit losses peaked in fourth quarter 2009 and credit quality appears to have improved earlier and to a greater extent than we had previously expected. Total credit losses included $1.3 billion of commercial and commercial real estate loans (1.80%) and $3.1 billion of consumer loans (2.79%) in second quarter 2010 as shown in the table above.

Allowance for Credit Losses

The allowance for credit losses, which consists of the allowance for loan losses and the reserve for unfunded credit commitments, is management’s estimate of credit losses inherent in the loan portfolio at the balance sheet date and excludes loans carried at fair value. The detail of the changes in the allowance for credit losses, including charge-offs and recoveries by loan category, is in Note 5 (Loans and Allowance for Credit Losses) to Financial Statements in this Report.

We employ a disciplined process and methodology to establish our allowance for loan losses each quarter. This process takes into consideration many factors, including historical and forecasted loss trends, loan-level credit quality ratings and loan grade specific loss factors. The process involves subjective as well as complex judgments. In addition, we review a variety of credit metrics and trends. However, these trends are not determinative of the adequacy of the allowance as we use several analytical tools in determining the adequacy of the allowance.

For individually graded (typically commercial) portfolios, we generally use loan-level credit quality ratings, which are based on borrower information and strength of collateral, combined with historically based grade specific loss factors. The allowance for individually rated nonaccruing commercial loans with an outstanding exposure of $10 million or greater is determined through an individual impairment analysis. Those individually rated nonaccruing commercial loans with exposures below $10 million are evaluated using a loss factor assumption. For statistically evaluated portfolios (typically consumer), we

generally leverage models that use credit-related characteristics such as credit rating scores, delinquency migration rates, vintages, and portfolio concentrations to estimate loss content. Additionally, the allowance for TDRs is based on the risk characteristics of the modified loans and the resultant estimated cash flows discounted at the pre-modification effective yield of the loan. While the allowance is determined using product and business segment estimates, it is available to absorb losses in the entire loan portfolio.

At June 30, 2010, the allowance for loan losses totaled $24.6 billion (3.21% of total loans), compared with $25.1 billion (3.22%), at March 31, 2010. The allowance for credit losses was $25.1 billion (3.27% of total loans) at June 30, 2010, and $25.7 billion (3.28%) at March 31, 2010. The allowance for credit losses included $225 million at June 30, 2010, and $247 million at March 31, 2010, related to PCI loans acquired from Wachovia. Loans acquired from Wachovia are included in total loans net of related purchase accounting net write-downs. The reserve for unfunded credit commitments was $501 million at June 30, 2010, and $533 million at March 31, 2010. In addition to the allowance for credit losses there was $16.2 billion of nonaccretable difference at June 30, 2010, and $19.9 billion at March 31, 2010, to absorb losses for PCI loans. For additional information on PCI loans, see the “Balance Sheet Analysis — Loan Portfolio” section and Note 5 (Loans and Allowance for Credit Losses) to Financial Statements in this Report.

The ratio of the allowance for credit losses to total nonaccrual loans was 90% at June 30, 2010, and 94% at March 31, 2010. In general, this ratio may fluctuate significantly from period to period due to such factors as the mix of loan types in the portfolio, borrower credit strength and the value and marketability of collateral. Over half of nonaccrual loans were home mortgages, auto and other consumer loans at June 30, 2010.

Total provision for credit losses was $4.0 billion in second quarter 2010, down from the peak of $6.1 billion in third quarter 2009 and from $5.3 billion in first quarter 2010. The second quarter 2010 provision included a $500 million reserve release, compared with a $700 million reserve build a year ago. Total provision for credit losses was $9.3 billion for the first half of 2010, including the $500 million second quarter reserve release, compared with $9.6 billion for the first half of 2009, which included a $2.0 billion reserve build.

We believe the allowance for credit losses of $25.1 billion was adequate to cover credit losses inherent in the loan portfolio, including unfunded credit commitments, at June 30, 2010. The allowance for credit losses is subject to change and we consider existing factors at the time, including economic and market conditions and ongoing internal and external examination processes. Due to the sensitivity of the allowance for credit losses to changes in the economic environment, it is possible that unanticipated economic deterioration would create incremental credit losses not anticipated as of the balance sheet date. Our process for determining the adequacy of the allowance for credit losses is discussed in the “Financial Review — Critical Accounting Policies — Allowance for Credit Losses” section and Note 5 (Loans and Allowance for Credit Losses) to Financial Statements in our 2009 Form 10-K.

Reserve for Mortgage Loan Repurchase Losses

We sell mortgage loans to various parties, including government sponsored entities (GSEs), under contractual provisions that include various representations and warranties which typically cover ownership of the loan, compliance with loan criteria set forth in the applicable agreement, validity of the lien securing the loan, absence of delinquent taxes or liens against the property securing the loan, and similar matters. We may be required to repurchase the mortgage loans with identified defects, indemnify the investor or insurer, or reimburse the investor for credit loss incurred on the loan (collectively “repurchase”) in the event of a material breach of such contractual representations or warranties. The time periods specified in our mortgage loan sales contracts to respond to repurchase requests vary, but are generally 90 days or less and generally include no specific remedies if the repurchase time period is not met. Upon receipt of a repurchase request, we work with our investors to arrive at a mutually agreeable resolution. Repurchase demands are typically reviewed on an individual loan by loan basis to validate the claims made by the investor and determine if a contractually required repurchase event occurred. Occasionally, in lieu of conducting the loan level evaluation, we may negotiate global settlements in order to resolve a pipeline of demands in lieu of repurchasing the loans. We manage the risk associated with potential repurchases or other forms of settlement through our underwriting and quality assurance practices and by servicing mortgage loans to meet investor and secondary market standards.

We establish mortgage repurchase reserves related to various representations and warranties that reflect management’s estimate of losses based on a combination of factors. Such factors incorporate estimated levels of defects based on internal quality assurance sampling, default expectations, historical investor repurchase demand and appeals success rates (where the investor rescinds the demand based on a cure of the defect or acknowledges that the loan satisfies the investor’s applicable representations and warranties), reimbursement by correspondent and other third party originators, and projected loss severity. We establish a reserve at the time loans are sold and continually update our reserve estimate during their life. Although investors may demand repurchase at any time, the majority of repurchase demands occurs in the first 24 to 36 months following origination of the mortgage loan and can vary by investor. Currently, repurchase demands primarily relate to 2006 through 2008 vintages. For additional information on our repurchase liability, including an adverse impact analysis, see Note 7 (Securitizations and Variable Interest Entities) to Financial Statements in this Report.

During second quarter 2010, we continued to experience elevated levels of repurchase activity measured by number of loans, investor repurchase demands and our level of repurchases. In the second quarter and first half of 2010 we repurchased or otherwise settled mortgage loans with balances of $530 million and $1.1 billion, respectively, and incurred net losses on repurchased or settled loans of $270 million and $442 million, respectively. Most repurchases under our representation and warranty provisions are attributable to borrower misrepresentations and appraisals obtained at origination that investors believe do not fully comply with applicable industry standards. A majority of our repurchases continued to be government agency conforming loans from Freddie Mac and Fannie Mae and predominantly from 2006 through 2008 originations.

Adjustments made to our mortgage repurchase reserve in recent periods have incorporated the increase in repurchase demands and mortgage insurance rescissions that we have experienced. The table below provides the number of unresolved repurchase demands and mortgage insurance rescissions as of June 30, 2010, and December 31, 2009.

June 30, 2010

Dec. 31, 2009

Original

Original

Number of

loan

Number of

loan

($ in millions)

loans

balance (1)

loans

balance (1)

Government sponsored entities (2)

12,536

2,840

8,354

1,911

Private

3,160

707

2,929

886

Mortgage insurance rescissions (3)

2,979

760

2,965

859

Total

18,675

4,307

14,248

3,656


(1)		While original loan balance related to these demands is presented above, the establishment of the repurchase reserve is based on a combination of factors, such as our appeals success rates, reimbursement by correspondent and other third party originators, and projected loss severity, which is driven by the difference between the current loan balance and the estimated collateral value less costs to sell the property.
(2)		Includes repurchase demands of 2,141 and $417 million and 1,536 and $322 million for June 30, 2010, and December 31, 2009, respectively, received from investors on mortgage servicing rights acquired from other originators. We have the right of recourse against the seller for these repurchase demands and would only incur a loss on these demands for counterparty risk associated with the seller.
(3)		As part of our representations and warranties in our loan sales contracts, we represent that certain loans have mortgage insurance. To the extent the mortgage insurance is rescinded by the mortgage insurer, the lack of insurance may result in a repurchase demand from an investor.

Customary with industry practice, Wells Fargo has the right of recourse against correspondent lenders with respect to representations and warranties. Of the repurchase demands presented in the table above, approximately 20% relate to loans purchased from correspondent lenders. Due primarily to the financial difficulties of some correspondent lenders, we typically recover on average approximately 50% from these lenders, and this estimate of their performance is incorporated in the establishment of our mortgage repurchase reserve.

Our reserve for repurchases, included in “Accrued expenses and other liabilities” in our consolidated financial statements, was $1.4 billion at June 30, 2010, and $1.0 billion at December 31, 2009. In the second quarter and first half of 2010, $382 million and $784 million, respectively, of additions to the reserve were recorded, which reduced net gains on mortgage loan origination/sales. Our additions to the repurchase reserve this quarter reflect updated assumptions about the losses we expect on repurchases as well as the recent increase in repurchase demands and mortgage insurance rescissions as noted above. Also, based on current uncertainty about the economic recovery and the loss severity we continue to experience on repurchased loans, we extended our assumptions about the time period over which we will incur the current elevated level of loss severity.

The following table summarizes the changes in our mortgage repurchase reserve.



							Six months
	Quarter ended						ended			Year ended
	June 30		,	March 31		,	June 30		,	Dec. 31		,
(in millions)	2010			2010			2010			2009

Balance, beginning of period	$	1,263			1,033			1,033			620
Provision for repurchase losses:
Loan sales		36			44			80			302
Change in estimate — primarily due to credit deterioration		346			358			704			625

Total additions		382			402			784			927
Losses		(270	)		(172	)		(442	)		(514	)

Balance, end of period	$	1,375			1,263			1,375			1,033

The mortgage repurchase reserve of $1.4 billion at June 30, 2010, represents our best estimate of the probable loss that we may incur for various representations and warranties in the contractual provisions of our sales of mortgage loans. There may be a wide range of reasonably possible losses in excess of the estimated liability that cannot be estimated with confidence. Because the level of mortgage loan repurchase losses are dependent on economic factors, investor demand strategies and other external conditions that may change over the life of the underlying loans, the level of the reserve for mortgage loan repurchase losses is difficult to estimate and requires considerable management judgment. We maintain regular contact with the GSEs and other significant investors to monitor and address their repurchase demand practices and concerns.

To the extent that economic conditions and the housing market do not recover or future investor repurchase demand and appeals success rates differ from past experience, we could continue to have increased demands and increased loss severity on repurchases, causing future additions to the repurchase reserve. However, some of the underwriting standards that were permitted by the GSEs for conforming loans in the 2006 through 2008 vintages, which significantly contributed to recent levels of repurchase demands, were tightened starting in mid to late 2008. Accordingly, we do not expect a similar rate of repurchase requests from the 2009 and prospective vintages, absent deterioration in economic conditions or changes in investor behavior.

ASSET/LIABILITY MANAGEMENT

Asset/liability management involves the evaluation, monitoring and management of interest rate risk, market risk, liquidity and funding. The Corporate Asset/Liability Management Committee (Corporate ALCO) — which oversees these risks and reports periodically to the Finance Committee of the Board of Directors — consists of senior financial and business executives. Each of our principal business groups has its own asset/liability management committee and process linked to the Corporate ALCO process.

Interest Rate Risk

Interest rate risk, which potentially can have a significant earnings impact, is an integral part of being a financial intermediary. We assess interest rate risk by comparing our most likely earnings plan with various earnings simulations using many interest rate scenarios that differ in the direction of interest rate changes, the degree of change over time, the speed of change and the projected shape of the yield curve. For example, as of June 30, 2010, our most recent simulation indicated estimated earnings at risk of approximately 1.5% of our most likely earnings plan over the next 12 months using a scenario in which the federal funds rate rises to 4.25% and the 10-year Constant Maturity Treasury bond yield rises to 5.00%. Simulation estimates depend on, and will change with, the size and mix of our actual and projected balance sheet at the time of each simulation. Due to timing differences between the quarterly valuation of MSRs and the eventual impact of interest rates on mortgage banking volumes, earnings at risk in any particular quarter could be higher than the average earnings at risk over the 12-month simulation period, depending on the path of interest rates and on our hedging strategies for MSRs. See the “Risk Management — Mortgage Banking Interest Rate and Market Risk” section in this Report for more information.

We use exchange-traded and over-the-counter (OTC) interest rate derivatives to hedge our interest rate exposures. The notional or contractual amount, credit risk amount and estimated net fair value of these derivatives as of June 30, 2010, and December 31, 2009, are presented in Note 11 (Derivatives) to Financial Statements in this Report.

For additional information regarding interest rate risk, see pages 66-67 of our 2009 Form 10-K.

Mortgage Banking Interest Rate and Market Risk

We originate, fund and service mortgage loans, which subjects us to various risks, including credit, liquidity and interest rate risks. For a discussion of mortgage banking interest rate and market risk, see pages 67-69 of our 2009 Form 10-K.

In second quarter 2010, a $2.7 billion decrease in the fair value of our MSRs and $3.3 billion gain on free-standing derivatives used to hedge the MSRs resulted in a net gain of $626 million. This net gain was largely due to hedge-carry income which reflected the low short-term interest rate environment. The net gain on the MSR of $626 million in second quarter 2010 was down from $989 million in first quarter 2010 and $1.0 billion a year ago, due to a change in the composition of the hedge and a hedge position that considered natural business offsets.

While our hedging activities are designed to balance our mortgage banking interest rate risks, the financial instruments we use may not perfectly correlate with the values and income being hedged. For example, the change in the value of adjustable-rate mortgages (ARMs) production held for sale from changes in mortgage interest rates may or may not be fully offset by Treasury and LIBOR index-based financial instruments used as economic hedges for such ARMs. Additionally, the hedge-carry income we earn on our economic hedges for the MSRs may not continue if the spread between short-term and long-term rates decreases, we shift the composition of the hedge to more interest rate swaps, or there are other changes in the market for mortgage forwards that impact the implied carry.

For additional information regarding other risk factors related to the mortgage business, see pages 67-69 of our 2009 Form 10-K.

The total carrying value of our residential and commercial MSRs was $14.3 billion at June 30, 2010, and $17.1 billion at December 31, 2009. The weighted-average note rate on our portfolio of loans serviced for others was 5.53% at June 30, 2010, and 5.66% at December 31, 2009. Our total MSRs were 0.76% of mortgage loans serviced for others at June 30, 2010, compared with 0.91% at December 31, 2009.

Market Risk — Trading Activities

From a market risk perspective, our net income is exposed to changes in interest rates, credit spreads, foreign exchange rates, equity and commodity prices and their implied volatilities. The credit risk amount and estimated net fair value of all customer accommodation derivatives are included in Note 11 (Derivatives) to Financial Statements in this Report. Open, “at risk” positions for all trading businesses are monitored by Corporate ALCO.

The standardized approach for monitoring and reporting market risk for the trading activities consists of value-at-risk (VaR) metrics complemented with factor analysis and stress testing. VaR measures the worst expected loss over a given time interval and within a given confidence interval. We measure and report daily VaR at a 99% confidence interval based on actual changes in rates and prices over the past 250 trading days. The analysis captures all financial instruments that are considered trading positions. The average one-day VaR throughout second quarter 2010 was $30 million, with a lower bound of $24 million and an upper bound of $40 million. For additional information regarding market risk related to trading activities, see page 69 of our 2009 Form 10-K.

Market Risk — Equity Markets

We are directly and indirectly affected by changes in the equity markets. For additional information regarding market risk related to equity markets, see page 69 of our 2009 Form 10-K.

The following table provides information regarding our marketable and nonmarketable equity investments.



	June 30		,	Dec. 31		,
(in millions)	2010			2009

Nonmarketable equity investments:
Private equity investments:
Cost method	$	3,769			3,808
Equity method		6,144			5,138
Federal bank stock		6,024			5,985
Principal investments		360			1,423

Total nonmarketable equity investments (1)	$	16,297			16,354

Marketable equity securities:
Cost	$	4,571			4,749
Net unrealized gains		592			843
Total marketable equity securities (2)	$	5,163			5,592


(1)		Included in other assets on the balance sheet. See Note 6 (Other Assets) to Financial Statements in this Report for additional information.
(2)		Included in securities available for sale. See Note 4 (Securities Available for Sale) to Financial Statements in this Report for additional information.

Liquidity and Funding

The objective of effective liquidity management is to ensure that we can meet customer loan requests, customer deposit maturities/withdrawals and other cash commitments efficiently under both normal operating conditions and under unpredictable circumstances of industry or market stress. To achieve this objective, Corporate ALCO establishes and monitors liquidity guidelines that require sufficient asset-based liquidity to cover potential funding requirements and to avoid over-dependence on volatile, less reliable funding markets. We set these guidelines for both the consolidated balance sheet and for the Parent to ensure that the Parent is a source of strength for its regulated, deposit-taking banking subsidiaries.

Debt securities in the securities available-for-sale portfolio provide asset liquidity, in addition to the immediately liquid resources of cash and due from banks and federal funds sold, securities purchased under resale agreements and other short-term investments. Asset liquidity is further enhanced by our ability to sell or securitize loans in secondary markets and to pledge loans to access secured borrowing facilities through the Federal Home Loan Banks, the FRB, or the U.S. Treasury.

Core customer deposits have historically provided a sizeable source of relatively stable and low-cost funds. At June 30, 2010, core deposits funded 99% of the Company’s loan portfolio. Additional funding is provided by long-term debt (including trust preferred securities), other foreign deposits and short-term borrowings (federal funds purchased, securities sold under repurchase agreements, commercial paper and other short-term borrowings).

Liquidity is also available through our ability to raise funds in a variety of domestic and international money and capital markets. We access capital markets for long-term funding through issuances of registered debt securities, private placements and asset-backed secured funding. Investors in the long-term capital markets generally will consider, among other factors, a company’s credit rating in making investment decisions. Rating agencies base their ratings on many quantitative and qualitative factors, including capital adequacy, liquidity, asset quality, business mix, the level and quality of earnings, and rating agency assumptions regarding the probability and extent of Federal financial assistance or support for certain large financial institutions. Adverse changes in these factors could result in a reduction of our credit ratings; however, a reduction in our credit ratings would not cause us to violate any of our debt covenants. See the “Risk Factors” section of this Report and our First Quarter Form 10-Q for additional information regarding recent legislative developments and our credit ratings.

Parent . Under SEC rules, the Parent is classified as a “well-known seasoned issuer,” which allows it to file a registration statement that does not have a limit on issuance capacity. “Well-known seasoned issuers” generally include those companies with a public float of common equity of at least $700 million or those companies that have issued at least $1 billion in aggregate principal amount of non-convertible securities, other than common equity, in the last three years. In June 2009, the Parent filed a registration statement with the SEC for the issuance of senior and subordinated notes, preferred stock and other securities. The Parent’s ability to issue debt and other securities under this registration statement is limited by the debt issuance authority granted by the Board. The Parent is currently authorized by the Board to issue $60 billion in outstanding short-term debt and $170 billion in outstanding long-term debt.

At June 30, 2010, the Parent had outstanding short-term debt of $10.2 billion and long-term debt of $110.2 billion under these authorities. During the first half of 2010, the Parent issued a total of $1.3 billion in non-guaranteed registered senior notes. Effective August 2009, the Parent established an SEC registered $25 billion medium-term note program series I and J (MTN — I&J), under which it may issue senior and subordinated debt securities. Also, effective April 2010, the Parent established an SEC registered $25 billion medium-term note program series K (MTN — K), under which it may issue senior

debt securities linked to one or more indices. In December 2009, the Parent established a $25 billion European medium-term note programme (EMTN), under which it may issue senior and subordinated debt securities. In March 2010, the Parent increased its Australian medium-term note programme (AMTN) from A$5 billion to A$10 billion, under which it may issue senior and subordinated debt securities. The EMTN and AMTN securities are not registered with the SEC and may not be offered in the United States without applicable exemptions from registration. The Parent has $21.8 billion, $25.0 billion, $25.0 billion, and A$6.8 billion available for issuance under the MTN - I&J, MTN - K, EMTN and AMTN, respectively. The proceeds from securities issued in the first half of 2010 were used for general corporate purposes, and we expect the proceeds from securities issued in the future will also be used for general corporate purposes. The Parent also issues commercial paper from time to time, subject to its short-term debt limit.

Wells Fargo Bank, N.A. Wells Fargo Bank, N.A. is authorized by its board of directors to issue $100 billion in outstanding short-term debt and $125 billion in outstanding long-term debt. In December 2007, Wells Fargo Bank, N.A. established a $100 billion bank note program under which, subject to any other debt outstanding under the limits described above, it may issue $50 billion in outstanding short-term senior notes and $50 billion in long-term senior or subordinated notes. At June 30, 2010, Wells Fargo Bank, N.A. had remaining issuance capacity on the bank note program of $50 billion in short-term senior notes and $50 billion in long-term senior or subordinated notes. Securities are issued under this program as private placements in accordance with Office of the Comptroller of the Currency (OCC) regulations. Effective March 20, 2010, Wachovia Bank, N.A. merged with and into Wells Fargo Bank, N.A.

Wells Fargo Financial . In January 2010, Wells Fargo Financial Canada Corporation (WFFCC), an indirect wholly owned Canadian subsidiary of the Parent, qualified with the Canadian provincial securities commissions CAD$7.0 billion in medium-term notes for distribution from time to time in Canada. At June 30, 2010, CAD$7.0 billion remained available for future issuance. All medium-term notes issued by WFFCC are unconditionally guaranteed by the Parent.

Federal Home Loan Bank Membership

We are a member of the Federal Home Loan Banks based in Dallas, Des Moines and San Francisco (collectively, the FHLBs). Each member of each of the FHLBs is required to maintain a minimum investment in capital stock of the applicable FHLB. The board of directors of each FHLB can increase the minimum investment requirements in the event it has concluded that additional capital is required to allow it to meet its own regulatory capital requirements. Any increase in the minimum investment requirements outside of specified ranges requires the approval of the Federal Housing Finance Board. Because the extent of any obligation to increase our investment in any of the FHLBs depends entirely upon the occurrence of a future event, potential future payments to the FHLBs are not determinable.

CAPITAL MANAGEMENT

We have an active program for managing stockholders’ equity and regulatory capital and we maintain a comprehensive process for assessing the Company’s overall capital adequacy. We generate capital internally primarily through the retention of earnings net of dividends. Our objective is to maintain capital levels at the Company and its bank subsidiaries above the regulatory “well-capitalized” thresholds by an amount commensurate with our risk profile. Our potential sources of stockholders’ equity include retained earnings and issuances of common and preferred stock. Retained earnings increased $4.6 billion from December 31, 2009, predominantly from Wells Fargo net income of $5.6 billion, less common and preferred dividends of $889 million. During the first half of 2010, we issued approximately 55 million shares of common stock, with net proceeds of $865 million, including 18 million shares during the period

under various employee benefit (including our employee stock option plan) and director plans, as well as under our dividend reinvestment and direct stock purchase programs.

On April 29, 2010, following stockholder approval, the Company amended its certificate of incorporation to provide for an increase in the number of shares of the Company’s common stock authorized for issuance from 6 billion to 9 billion.

From time to time the Board authorizes the Company to repurchase shares of our common stock. Although we announce when the Board authorizes share repurchases, we typically do not give any public notice before we repurchase our shares. Various factors determine the amount and timing of our share repurchases, including our capital requirements, the number of shares we expect to issue for acquisitions and employee benefit plans, market conditions (including the trading price of our stock), and regulatory and legal considerations. The FRB published clarifying supervisory guidance in first quarter 2009, SR 09-4 Applying Supervisory Guidance and Regulations on the Payment of Dividends, Stock Redemptions, and Stock Repurchases at Bank Holding Companies, pertaining to the FRB’s criteria, assessment and approval process for reductions in capital. As with all 19 participants in the FRB’s Supervisory Capital Assessment Program, under this supervisory letter, before repurchasing our common shares, we must consult with the FRB staff and demonstrate that the proposed actions are consistent with the existing supervisory guidance, including demonstrating that our internal capital assessment process is consistent with the complexity of our activities and risk profile. In 2008, the Board authorized the repurchase of up to 25 million additional shares of our outstanding common stock. During second quarter 2010, we repurchased 1 million shares of our common stock, all from our employee benefit plans. At June 30, 2010, the total remaining common stock repurchase authority was approximately 4 million shares.

Historically, our policy has been to repurchase shares under the “safe harbor” conditions of Rule 10b-18 of the Securities Exchange Act of 1934 including a limitation on the daily volume of repurchases. Rule 10b-18 imposes an additional daily volume limitation on share repurchases during a pending merger or acquisition in which shares of our stock will constitute some or all of the consideration. Our management may determine that during a pending stock merger or acquisition when the safe harbor would otherwise be available, it is in our best interest to repurchase shares in excess of this additional daily volume limitation. In such cases, we intend to repurchase shares in compliance with the other conditions of the safe harbor, including the standing daily volume limitation that applies whether or not there is a pending stock merger or acquisition.

In connection with our participation in the Troubled Asset Relief Program Capital Purchase Program, we issued to the U.S. Treasury Department warrants to purchase 110,261,688 shares of our common stock with an exercise price of $34.01 per share. On May 26, 2010, in an auction by the U.S. Treasury, we purchased 70,165,963 of the warrants at a price of $7.70 per warrant. The Board has authorized the repurchase of up to $1 billion of the warrants, including the warrants purchased in the auction. As of June 30, 2010, $460 million of that authority remained. Depending on market conditions, we may repurchase from time to time additional warrants and/or our outstanding debt securities in privately negotiated or open market transactions, by tender offer or otherwise.

The Company and each of our subsidiary banks are subject to various regulatory capital adequacy requirements administered by the FRB and the OCC. Risk-based capital (RBC) guidelines establish a risk-adjusted ratio relating capital to different categories of assets and off-balance sheet exposures. At June 30, 2010, the Company and each of our subsidiary banks were “well capitalized” under applicable regulatory capital adequacy guidelines. See Note 18 (Regulatory and Agency Capital Requirements) to Financial Statements in this Report for additional information.

Current regulatory RBC rules are based primarily on broad credit-risk considerations and limited market-related risks, but do not take into account other types of risk a financial company may be exposed to. Our capital adequacy assessment process contemplates a wide range of risks that the Company is exposed to and also takes into consideration our performance under a variety of economic conditions, as well as regulatory expectations and guidance, rating agency viewpoints and the view of capital market participants.

At June 30, 2010, stockholders’ equity and Tier 1 common equity levels were higher than the quarter ending prior to the Wachovia acquisition. During 2009, as regulators and the market focused on the composition of regulatory capital, the Tier 1 common equity ratio gained significant prominence as a metric of capital strength. There is no mandated minimum or “well capitalized” standard for Tier 1 common equity; instead the RBC rules state voting common stockholders’ equity should be the dominant element within Tier 1 common equity. Tier 1 common equity was $73.9 billion at June 30, 2010, or 7.61% of risk-weighted assets, an increase of $8.4 billion from December 31, 2009. The following table provides the details of the Tier 1 common equity calculation.

TIER 1 COMMON EQUITY (1)



			June 30		,	Dec. 31		,
(in billions)			2010			2009

Total equity			$	121.4			114.4
Less:	Noncontrolling interests			(1.6	)		(2.6	)

Total Wells Fargo stockholders’ equity				119.8			111.8

Less:	Preferred equity			(8.1	)		(8.1	)
	Goodwill and intangible assets (other than MSRs)			(36.7	)		(37.7	)
	Applicable deferred taxes			5.0			5.3
	Deferred tax asset limitation			—			(1.0	)
	MSRs over specified limitations			(1.0	)		(1.6	)
	Cumulative other comprehensive income			(4.8	)		(3.0	)
	Other			(0.3	)		(0.2	)

	Tier 1 common equity	(A)	$	73.9			65.5

Total risk-weighted assets (2)		(B)	$	970.8			1,013.6

Tier 1 common equity to total risk-weighted assets		(A)/(B)		7.61	%		6.46


(1)		Tier 1 common equity is a non-generally accepted accounting principle (GAAP) financial measure that is used by investors, analysts and bank regulatory agencies, to assess the capital position of financial services companies. Tier 1 common equity includes total Wells Fargo stockholders’ equity, less preferred equity, goodwill and intangible assets (excluding MSRs), net of related deferred taxes, adjusted for specified Tier 1 regulatory capital limitations covering deferred taxes, MSRs, and cumulative other comprehensive income. Management reviews Tier 1 common equity along with other measures of capital as part of its financial analyses and has included this non-GAAP financial information, and the corresponding reconciliation to total equity, because of current interest in such information on the part of market participants.
(2)		Under the regulatory guidelines for risk-based capital, on-balance sheet assets and credit equivalent amounts of derivatives and off-balance sheet items are assigned to one of several broad risk categories according to the obligor or, if relevant, the guarantor or the nature of any collateral. The aggregate dollar amount in each risk category is then multiplied by the risk weight associated with that category. The resulting weighted values from each of the risk categories are aggregated for determining total risk-weighted assets.

CRITICAL ACCOUNTING POLICIES

Our significant accounting policies (see Note 1 (Summary of Significant Accounting Policies) to Financial Statements in this Report) are fundamental to understanding our results of operations and financial condition, because they require that we use estimates and assumptions that may affect the value of our assets or liabilities and financial results. Six of these policies are critical because they require management to make difficult, subjective and complex judgments about matters that are inherently uncertain and because it is likely that materially different amounts would be reported under different conditions or using different assumptions. These policies govern:

•		the allowance for credit losses;
•		purchased credit-impaired (PCI) loans;
•		the valuation of residential mortgage servicing rights (MSRs);
•		the fair valuation of financial instruments;
•		pension accounting; and
•		income taxes.

Management has reviewed and approved these critical accounting policies and has discussed these policies with the Audit and Examination Committee of the Company’s Board. These policies are described in the “Financial Review — Critical Accounting Policies” section and Note 1 (Summary of Significant Accounting Policies) to Financial Statements in our 2009 Form 10-K.

FAIR VALUATION OF FINANCIAL INSTRUMENTS

We use fair value measurements to record fair value adjustments to certain financial instruments and to determine fair value disclosures. See our 2009 Form 10-K for the complete critical accounting policy related to fair valuation of financial instruments.

For the securities available-for-sale portfolio, we typically use independent pricing services and brokers to obtain fair value based upon quoted prices. We determine the most appropriate and relevant pricing service for each security class and generally obtain one quoted price for each security. For securities in our trading portfolio, we typically use prices developed internally by our traders to measure the security at fair value. Internal traders base their prices upon their knowledge of current market information for the particular security class being valued. Current market information includes recent transaction prices for the same or similar securities, liquidity conditions, relevant benchmark indices and other market data. For both trading and available-for-sale securities, we validate prices using a variety of methods, including but not limited to, comparison to pricing services, corroboration of pricing by reference to other independent market data such as secondary broker quotes and relevant benchmark indices and, for securities valued using external pricing services or brokers, review of pricing by Company personnel familiar with market liquidity and other market-related conditions. We believe the determination of fair value for our securities is consistent with the accounting guidance on fair value measurements.

The table below presents the summary of the fair value of financial instruments recorded at fair value on a recurring basis, and the amounts measured using significant Level 3 inputs (before derivative netting adjustments). The fair value of the remaining assets and liabilities were measured using valuation methodologies involving market-based or market-derived information, collectively Level 1 and 2 measurements.



	June 30, 2010					December 31, 2009
	Total					Total
($ in billions)	balance			Level 3 (1)		balance		Level 3 (1)

Assets carried at fair value	$	260.4			47.2		277.4		52.0
As a percentage of total assets		21	%		4		22		4
Liabilities carried at fair value	$	21.8			8.2		22.8		7.9
As a percentage of total liabilities		2	%		1		2		1


(1)		Before derivative netting adjustments.

See Note 12 (Fair Values of Assets and Liabilities) to Financial Statements in this Report for a complete discussion on our use of fair valuation of financial instruments, our related measurement techniques and its impact to our financial statements.

Current Accounting Developments

The following accounting pronouncements have been issued by the Financial Accounting Standards Board, but are not yet effective:

•		Accounting Standards Update (ASU or Update) 2010-20 , Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses ;
•		ASU 2010-18 , Effect of a Loan Modification When the Loan is Part of a Pool That is Accounted for as a Single Asset; and
•		ASU 2010-11 , Scope Exception Related to Embedded Credit Derivatives.

ASU 2010-20 requires enhanced disclosures for the allowance for credit losses and financing receivables, which include certain loans and long-term accounts receivable. Companies will be required to disaggregate credit quality information, including receivables on nonaccrual status, aging of past due receivables, and the roll forward of the allowance for credit losses, by portfolio segment or class of financing receivable. Portfolio segment is the level at which an entity evaluates credit risk and determines its allowance for credit losses, and class of financing receivable is generally a lower level of portfolio segment. Companies must also provide more granular information on the nature and extent of TDRs and their effect on the allowance for credit losses. This guidance is effective for us in fourth quarter 2010 with prospective application. Our adoption of the Update will not affect our consolidated financial statement results since it amends only the disclosure requirements for financing receivables and the allowance for credit losses.

ASU 2010-18 provides guidance for modified PCI loans that are accounted for within a pool. Under the new guidance, modified PCI loans should not be removed from a pool even if those loans would otherwise be deemed troubled debt restructurings. The Update also clarifies that entities should consider the impact of modifications on a pool of PCI loans when evaluating that pool for impairment. These accounting changes are effective for us in third quarter 2010 with early adoption permitted. Our adoption of the Update will not affect our consolidated financial statement results, as the new guidance is consistent with our current accounting practice.

ASU 2010-11 provides guidance clarifying when entities should evaluate embedded credit derivative features in financial instruments issued from structures such as collateralized debt obligations (CDOs) and synthetic CDOs. The Update clarifies that bifurcation and separate accounting is not required for embedded credit derivative features that are only related to the transfer of credit risk that occurs when one financial instrument is subordinate to another. Embedded derivatives related to other types of credit risk must be analyzed to determine the appropriate accounting treatment. The guidance also allows companies to elect fair value option upon adoption for any investment in a beneficial interest in securitized financial assets. By making this election, companies would not be required to evaluate whether embedded credit derivative features exist for those interests. This guidance is effective for us in third quarter 2010. Our adoption of this standard is not expected to have a material impact on our financial statements.

FORWARD-LOOKING STATEMENTS

This Report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “projects,” “outlook,” “forecast,” “will,” “may,” “could,” “should,” “can” and similar references to future periods. Examples of forward-looking statements in this Report include, but are not limited to, statements we make about: (i) future results of the Company; (ii) future credit quality and expectations regarding future loan losses in our loan portfolios and life-of-loan estimates, including our belief that credit quality has turned the corner and quarterly provision expense and quarterly total credit losses have peaked, and that the positive trend in credit quality is expected to continue over the coming year; the level and loss content of nonperforming assets and nonaccrual loans; the adequacy of the allowance for loan losses, including our current expectation of future reductions in the allowance for loan losses; and the reduction or mitigation of risk in our loan portfolios and the effects of loan modification programs; (iii) the merger integration of the Company and Wachovia, including expense savings, merger costs and revenue synergies; (iv) the expected outcome and impact of legal, regulatory and legislative developments; and (v) the Company’s plans, objectives and strategies.

Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you, therefore, against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. While there is no assurance that any list of risks and uncertainties or risk factors is complete, important factors that could cause actual results to differ materially from those in the forward-looking statements include the following, without limitation:

•		current and future economic and market conditions, including the effects of further declines in housing prices and high unemployment rates;
•		the terms of capital investments or other financial assistance provided by the U.S. government;
•		our capital requirements and the ability to raise capital on favorable terms, including regulatory capital standards as determined by applicable regulatory authorities;
•		financial services reform and other current, pending or future legislation or regulation that could have a negative effect on our revenue and businesses, including the Dodd-Frank Act and legislation and regulation relating to overdraft fees (and changes to our overdraft practices as a result thereof), credit cards, and other bank services;
•		legislative proposals to allow mortgage cram-downs in bankruptcy or require other loan modifications;
•		the extent of our success in our loan modification efforts, as well as the effects of regulatory requirements or guidance regarding loan modifications or changes in such requirements or guidance;
•		our ability to successfully integrate the Wachovia merger and realize the expected cost savings and other benefits and the effects of any delays or disruptions in systems conversions relating to the Wachovia integration;
•		our ability to realize the efficiency initiatives to lower expenses when and in the amount expected;
•		recognition of OTTI on securities held in our available-for-sale portfolio;
•		the effect of changes in interest rates on our net interest margin and our mortgage originations, mortgage servicing rights and mortgages held for sale;
•		hedging gains or losses;
•		disruptions in the capital markets and reduced investor demand for mortgage loans;

•		our ability to sell more products to our customers;
•		the effect of the economic recession on the demand for our products and services;
•		the effect of the fall in stock market prices on our investment banking business and our fee income from our brokerage, asset and wealth management businesses;
•		our election to provide support to our mutual funds for structured credit products they may hold;
•		changes in the value of our venture capital investments;
•		changes in our accounting policies or in accounting standards or in how accounting standards are to be applied or interpreted;
•		mergers, acquisitions and divestitures;
•		changes in the Company’s credit ratings and changes in the credit quality of the Company’s customers or counterparties;
•		reputational damage from negative publicity, fines, penalties and other negative consequences from regulatory violations and legal actions;
•		the loss of checking and saving account deposits to other investments such as the stock market, and the resulting increase in our funding costs and impact on our net interest margin;
•		fiscal and monetary policies of the Federal Reserve Board; and
•		the other risk factors and uncertainties described under “Risk Factors” in our 2009 Form 10-K and First Quarter Form 10-Q, and under “Risk Factors” in this Report.

In addition to the above factors, we also caution that there is no assurance that our allowance for credit losses will be adequate to cover future credit losses, especially if credit markets, housing prices and unemployment do not continue to stabilize or improve. Increases in loan charge-offs or in the allowance for credit losses and related provision expense could materially adversely affect our financial results and condition.

Any forward-looking statement made by us in this Report speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

RISK FACTORS

An investment in the Company involves risk, including the possibility that the value of the investment could fall substantially and that dividends or other distributions on the investment could be reduced or eliminated. We discuss above under “Forward-Looking Statements” and elsewhere in this Report, as well as in other documents we file with the SEC, risk factors that could adversely affect our financial results and condition and the value of, and return on, an investment in the Company. We refer you to the Financial Review section and Financial Statements (and related Notes) in this Report for more information about credit, interest rate, market and litigation risks, the “Risk Factors” and “Regulation and Supervision” sections in our 2009 Form 10-K, the “Risk Factors” section in our First Quarter Form 10-Q, and the “Forward-Looking Statements” section of this Report for a discussion of risk factors.

The following risk factor supplements the risk factors set forth in our 2009 Form 10-K and First Quarter Form 10-Q and should be read in conjunction with the other risk factors described in those reports and in this Report.

Enacted legislation and regulation, including the Dodd-Frank Wall Street Reform and Consumer Protection Act, could require us to change certain of our business practices, reduce our revenue, impose additional costs on us or otherwise adversely affect our business operations and/or competitive position.

Economic, financial, market and political conditions during the past few years have led to new legislation and regulation in the United States and in other jurisdictions outside of the United States where we conduct business. These laws and regulations may affect the manner in which we do business and the products and services that we provide, affect or restrict our ability to compete in our current businesses or our ability to enter into or acquire new businesses, reduce or limit our revenue in businesses or impose additional fees, assessments or taxes on us, intensify the regulatory supervision of us and the financial services industry, and adversely affect our business operations or have other negative consequences.

For example, in 2009 several legislative and regulatory initiatives were adopted that will have an impact on our businesses and financial results, including FRB amendments to Regulation E, which, among other things, affect the way we may charge overdraft fees beginning on July 1, 2010, and the enactment of the Credit Card Accountability Responsibility and Disclosure Act of 2009 (the Card Act), which, among other things, affects our ability to change interest rates and assess certain fees on card accounts. We currently estimate that the Regulation E amendments, including our implementation of certain policy changes to our overdraft practices, will reduce our 2010 fee revenue by approximately $225 million (after-tax) in third quarter 2010 and $275 million (after-tax) in fourth quarter 2010. We currently estimate that implementation of the Card Act regulations will have a net impact of $30 million (after-tax) in third quarter 2010. The actual impact of the Regulation E amendments and the Card Act in 2010 and future periods could vary due to a variety of factors, including changes in customer behavior, economic conditions and other potential offsetting factors.

On July 21, 2010, the Dodd-Frank Act became law. The Dodd-Frank Act, among other things, (i) establishes a new Financial Stability Oversight Council to monitor systemic risk posed by financial firms and imposes additional and enhanced FRB regulations on certain large, interconnected bank holding companies and systemically significant nonbanking firms intended to promote financial stability; (ii) creates a liquidation framework for the resolution of covered financial companies, the costs of which would be paid through assessments on surviving covered financial companies; (iii) makes significant changes to the structure of bank and bank holding company regulation and activities in a variety of areas, including prohibiting proprietary trading and private fund investment activities, subject to certain exceptions; (iv) creates a new framework for the regulation of over-the-counter derivatives and new regulations for the securitization market and strengthens the regulatory oversight of securities and capital markets by the SEC; (v) establishes the Bureau of Consumer Financial Protection within the FRB, which will have sweeping powers to administer and enforce a new federal regulatory framework of consumer financial regulation and, to a certain extent, may limit the existing preemption of state laws with respect to the application of such laws to national banks; (vi) provides for increased regulation of residential mortgage activities; (vii) revises the FDIC’s assessment base for deposit insurance by changing from an assessment base defined by deposit liabilities to a risk-based system based on total assets; (viii) authorizes the FRB to issue regulations regarding the amount of any interchange transaction fee that an issuer may charge to ensure that it is reasonable and proportional to the cost incurred; and (ix) includes several corporate governance and executive compensation provisions and requirements, including mandating an advisory stockholder vote on executive compensation.

Although the Dodd-Frank Act became generally effective in July, many of its provisions have extended implementation periods and delayed effective dates and will require extensive rulemaking by regulatory authorities as well as require more than 60 studies to be conducted over the next one to two years. Accordingly, in many respects the ultimate impact of the Dodd-Frank Act and its effects on the U.S.

financial system and the Company will not be known for an extended period of time. Nevertheless, the Dodd-Frank Act, including future rules implementing its provisions and the interpretation of those rules, could result in a loss of revenue, require us to change certain of our business practices, limit our ability to pursue certain business opportunities, increase our capital requirements and impose additional assessments and costs on us, and otherwise adversely affect our business operations and have other negative consequences, including a reduction of our credit ratings.

Any factor described in this Report or in our 2009 Form 10-K or First Quarter Form 10-Q could by itself, or together with other factors, adversely affect our financial results and condition. There are factors not discussed above or elsewhere in this Report that could adversely affect our financial results and condition.

CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

As required by SEC rules, the Company’s management evaluated the effectiveness, as of June 30, 2010, of the Company’s disclosure controls and procedures. The Company’s chief executive officer and chief financial officer participated in the evaluation. Based on this evaluation, the Company’s chief executive officer and chief financial officer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2010.

INTERNAL CONTROL OVER FINANCIAL REPORTING

Internal control over financial reporting is defined in Rule 13a-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles (GAAP) and includes those policies and procedures that:

•		pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of assets of the Company;
•		provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
•		provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. No change occurred during second quarter in 2010 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

WELLS FARGO & COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)



	Quarter ended June 30				,	Six months ended June 30				,
(in millions, except per share amounts)	2010		2009			2010		2009

Interest income
Trading assets	$	266		206			533		472
Securities available for sale		2,385		2,887			4,800		5,596
Mortgages held for sale		405		545			792		960
Loans held for sale		30		50			64		117
Loans		10,277		10,532			20,315		21,297
Other interest income		109		81			193		172

Total interest income		13,472		14,301			26,697		28,614

Interest expense
Deposits		714		957			1,449		1,956
Short-term borrowings		21		55			39		178
Long-term debt		1,233		1,485			2,509		3,264
Other interest expense		55		40			104		76

Total interest expense		2,023		2,537			4,101		5,474

Net interest income		11,449		11,764			22,596		23,140
Provision for credit losses		3,989		5,086			9,319		9,644

Net interest income after provision for credit losses		7,460		6,678			13,277		13,496

Noninterest income
Service charges on deposit accounts		1,417		1,448			2,749		2,842
Trust and investment fees		2,743		2,413			5,412		4,628
Card fees		911		923			1,776		1,776
Other fees		982		963			1,923		1,864
Mortgage banking		2,011		3,046			4,481		5,550
Insurance		544		595			1,165		1,176
Net gains from trading activities		109		749			646		1,536
Net gains (losses) on debt securities available for sale (1)		30		(78	)		58		(197	)
Net gains (losses) from equity investments (2)		288		40			331		(117	)
Operating leases		329		168			514		298
Other		581		476			1,191		1,028

Total noninterest income		9,945		10,743			20,246		20,384

Noninterest expense
Salaries		3,564		3,438			6,878		6,824
Commission and incentive compensation		2,225		2,060			4,217		3,884
Employee benefits		1,063		1,227			2,385		2,511
Equipment		588		575			1,266		1,262
Net occupancy		742		783			1,538		1,579
Core deposit and other intangibles		553		646			1,102		1,293
FDIC and other deposit assessments		295		981			596		1,319
Other		3,716		2,987			6,881		5,843

Total noninterest expense		12,746		12,697			24,863		24,515

Income before income tax expense		4,659		4,724			8,660		9,365
Income tax expense		1,514		1,475			2,915		3,027

Net income before noncontrolling interests		3,145		3,249			5,745		6,338
Less: Net income from noncontrolling interests		83		77			136		121

Wells Fargo net income	$	3,062		3,172			5,609		6,217

Wells Fargo net income applicable to common stock	$	2,878		2,575			5,250		4,959

Per share information
Earnings per common share	$	0.55		0.58			1.01		1.14
Diluted earnings per common share		0.55		0.57			1.00		1.13
Dividends declared per common share		0.05		0.05			0.10		0.39
Average common shares outstanding		5,219.7		4,483.1			5,205.1		4,365.9
Diluted average common shares outstanding		5,260.8		4,501.6			5,243.0		4,375.1


(1)		Includes other-than-temporary impairment losses of $106 million and $308 million recognized in earnings, consisting of $49 million and $972 million of total other-than-temporary impairment losses, net of $(57) million and $664 million recognized in other comprehensive income, for the quarters ended June 30, 2010 and 2009, respectively, and other-than-temporary impairment losses of $198 million and $577 million recognized in earnings, consisting of $203 million and $1,575 million of total other-than-temporary impairment losses, net of $5 million and $998 million recognized in other comprehensive income, for the six months ended June 30, 2010 and 2009, respectively.
(2)		Includes other-than-temporary impairment losses of $62 million and $155 million for the quarters ended June 30, 2010 and 2009, respectively, and $167 million and $402 million for the six months ended June 30, 2010 and 2009, respectively.

The accompanying notes are an integral part of these statements.

WELLS FARGO & COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (UNAUDITED)



	June 30		,	Dec. 31		,
(in millions, except shares)	2010			2009

Assets
Cash and due from banks	$	17,571			27,080
Federal funds sold, securities purchased under resale agreements and other short-term investments		73,898			40,885
Trading assets		47,132			43,039
Securities available for sale		157,927			172,710
Mortgages held for sale (includes $34,877 and $36,962 carried at fair value)		38,581			39,094
Loans held for sale (includes $238 and $149 carried at fair value)		3,999			5,733
Loans (includes $367 carried at fair value at June 30, 2010)		766,265			782,770
Allowance for loan losses		(24,584	)		(24,516	)

Net loans		741,681			758,254

Mortgage servicing rights:
Measured at fair value (residential MSRs)		13,251			16,004
Amortized		1,037			1,119
Premises and equipment, net		10,508			10,736
Goodwill		24,820			24,812
Other assets		95,457			104,180

Total assets (1)	$	1,225,862			1,243,646

Liabilities
Noninterest-bearing deposits	$	175,015			181,356
Interest-bearing deposits		640,608			642,662

Total deposits		815,623			824,018
Short-term borrowings		45,187			38,966
Accrued expenses and other liabilities		58,582			62,442
Long-term debt (includes $361 carried at fair value at June 30, 2010)		185,072			203,861

Total liabilities (2)		1,104,464			1,129,287

Equity
Wells Fargo stockholders’ equity:
Preferred stock		8,980			8,485
Common stock — $1-2/3 par value, authorized 9,000,000,000 shares; issued 5,245,971,422 shares and 5,245,971,422 shares		8,743			8,743
Additional paid-in capital		52,687			52,878
Retained earnings		46,126			41,563
Cumulative other comprehensive income		4,844			3,009
Treasury stock — 14,575,741 shares and 67,346,829 shares		(631	)		(2,450	)
Unearned ESOP shares		(977	)		(442	)

Total Wells Fargo stockholders’ equity		119,772			111,786
Noncontrolling interests		1,626			2,573

Total equity		121,398			114,359

Total liabilities and equity	$	1,225,862			1,243,646


(1)		Our consolidated assets at June 30, 2010, include the following assets of certain variable interest entities (VIEs) that can only be used to settle the liabilities of those VIEs: Cash and due from banks, $379 million; Trading assets, $93 million; Securities available for sale, $2.6 billion; Net loans, $20.5 billion; Other assets, $2.4 billion, and Total assets, $26.0 billion.
(2)		Our consolidated liabilities at June 30, 2010, include the following VIE liabilities for which the VIE creditors do not have recourse to Wells Fargo: Short-term borrowings, $346 million; Accrued expenses and other liabilities, $771 million; Long-term debt, $10.3 billion; and Total liabilities, $11.4 billion.

The accompanying notes are an integral part of these statements.

WELLS FARGO & COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
AND COMPREHENSIVE INCOME (UNAUDITED)

Preferred stock

Common stock

(in millions, except shares)

Shares

Amount

Shares

Amount

Balance, December 31, 2008

10,111,821

31,332

4,228,630,889

7,273

Cumulative effect from change in accounting for other-than-temporary impairment on debt securities

Effect of change in accounting for noncontrolling interests

Balance, January 1, 2009

10,111,821

31,332

4,228,630,889

7,273

Comprehensive income:

Net income

Other comprehensive income, net of tax:

Translation adjustments

Net unrealized gains on securities available for sale, net of reclassification of $5 million of net losses included in net income

Net unrealized losses on derivatives and hedging activities, net of reclassification of $175 million of net gains on cash flow hedges included in net income

Unamortized gains under defined benefit plans, net of amortization

Total comprehensive income

Noncontrolling interests

Common stock issued

439,968,781

654

Common stock repurchased

(2,731,755

)

Preferred stock released to ESOP

Preferred stock converted to common shares

(32,703

)

(33

)

2,280,480

Common stock dividends

Preferred stock dividends and accretion

198

Tax benefit upon exercise of stock options

Stock option compensation expense

Net change in deferred compensation and related plans

Net change

(32,703

)

165

439,517,506

654

Balance, June 30, 2009

10,079,118

31,497

4,668,148,395

7,927

Balance, January 1, 2010

9,980,940

8,485

5,178,624,593

8,743

Cumulative effect from change in accounting for VIEs

Comprehensive income:

Net income

Other comprehensive income, net of tax:

Translation adjustments

Net unrealized gains on securities available for sale, net of
reclassification of $134 million of net gains included in net income

Net unrealized gains on derivatives and hedging activities, net of
reclassification of $204 million of net gains on cash flow hedges included in net income

Unamortized gains under defined benefit plans, net of amortization

Total comprehensive income

Noncontrolling interests

Common stock issued

37,142,817

Common stock repurchased

(2,206,165

)

Preferred stock issued to ESOP

1,000,000

1,000

Preferred stock released to ESOP

Preferred stock converted to common shares

(504,847

)

(505

)

17,834,436

Common stock warrants repurchased

Common stock dividends

Preferred stock dividends

Tax benefit upon exercise of stock options

Stock option compensation expense

Net change in deferred compensation and related plans

Net change

495,153

495

52,771,088

—

Balance, June 30, 2010

10,476,093

8,980

5,231,395,681

8,743

The accompanying notes are an integral part of these statements.



Wells Fargo stockholders’ equity
							Cumulative									Total
	Additional						other						Unearned			Wells Fargo
	paid-in			Retained			comprehensive			Treasury			ESOP			stockholders’			Noncontrolling			Total
	capital			earnings			income			stock			shares			equity			interests			equity

		36,026			36,543			(6,869	)		(4,666	)		(555	)		99,084			3,232		$	102,316

					53			(53	)								—						—
		(3,716	)														(3,716	)		3,716			—

		32,310			36,596			(6,922	)		(4,666	)		(555	)		95,368			6,948			102,316


					6,217												6,217			121			6,338

								35									35			(4	)		31
								6,039									6,039			34			6,073
								(300	)								(300	)					(300	)
								558									558						558

																	12,549			151			12,700
		(5	)														(5	)		(340	)		(345	)
		7,845			(733	)					1,542						9,308						9,308
											(63	)					(63	)					(63	)
		(2	)											35			33						33
		(40	)								73						—						—
					(1,657	)											(1,657	)					(1,657	)
					(1,258	)											(1,060	)					(1,060	)
		3															3						3
		138															138						138
		21									(12	)					9						9

		7,960			2,569			6,332			1,540			35			19,255			(189	)		19,066

		40,270			39,165			(590	)		(3,126	)		(520	)		114,623			6,759		$	121,382

		52,878			41,563			3,009			(2,450	)		(442	)		111,786			2,573		$	114,359

					183												183						183

					5,609												5,609			136			5,745

								(13	)								(13	)		(1	)		(14	)
								1,672									1,672			11			1,683
								144									144						144
								32									32						32

																	7,444			146			7,590
		17															17			(1,093	)		(1,076	)
		21			(338	)					1,182						865						865
											(68	)					(68	)					(68	)
		80												(1,080	)		—						—
		(40	)											545			505						505
		(62	)								567						—						—
		(540	)														(540	)					(540	)
		2			(522	)											(520	)					(520	)
					(369	)											(369	)					(369	)
		76															76						76
		67															67						67
		188									138						326						326

		(191	)		4,563			1,835			1,819			(535	)		7,986			(947	)		7,039

		52,687			46,126			4,844			(631	)		(977	)		119,772			1,626		$	121,398

WELLS FARGO & COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)



	Six months ended June 30					,
(in millions)	2010			2009

Cash flows from operating activities:
Net income before noncontrolling interests	$	5,745			6,338
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses		9,319			9,644
Changes in fair value of MSRs (residential), MHFS and LHFS carried at fair value		1,384			201
Changes in fair value related to adoption of consolidation accounting guidance		424			—
Depreciation and amortization		1,335			1,540
Other net losses (gains)		1,927			(4,028	)
Preferred shares released to ESOP		505			33
Stock option compensation expense		67			138
Excess tax benefits related to stock option payments		(75	)		(3	)
Originations of MHFS		(153,453	)		(226,452	)
Proceeds from sales of and principal collected on mortgages originated for sale		161,908			207,006
Originations of LHFS		(4,206	)		(5,403	)
Proceeds from sales of and principal collected on LHFS		10,555			10,723
Purchases of LHFS		(4,673	)		(3,947	)
Net change in:
Trading assets		(3,938	)		14,592
Deferred income taxes		2,416			3,289
Accrued interest receivable		727			284
Accrued interest payable		(56	)		(631	)
Other assets, net		(4,595	)		(326	)
Other accrued expenses and liabilities, net		(8,462	)		4,851

Net cash provided by operating activities		16,854			17,849

Cash flows from investing activities:
Net change in:
Federal funds sold, securities purchased under resale agreements and other short-term investments		(33,013	)		33,457
Securities available for sale:
Sales proceeds		3,981			18,871
Prepayments and maturities		22,741			18,484
Purchases		(11,095	)		(80,923	)
Loans:
Decrease in banking subsidiaries’ loan originations, net of collections		20,904			28,470
Proceeds from sales (including participations) of loans originated for investment by banking subsidiaries		3,556			3,179
Purchases (including participations) of loans by banking subsidiaries		(1,201	)		(1,563	)
Principal collected on nonbank entities’ loans		8,006			6,471
Loans originated by nonbank entities		(5,309	)		(4,319	)
Net cash paid for acquisitions		(11	)		(132	)
Proceeds from sales of foreclosed assets		2,346			1,813
Changes in MSRs from purchases and sales		(15	)		(9	)
Other, net		830			683

Net cash provided by investing activities		11,720			24,482

Cash flows from financing activities:
Net change in:
Deposits		(8,395	)		32,192
Short-term borrowings		1,094			(52,591	)
Long-term debt:
Proceeds from issuance		2,165			3,876
Repayment		(31,925	)		(35,162	)
Preferred stock:
Cash dividends paid		(369	)		(1,053	)
Common stock:
Proceeds from issuance		865			9,308
Repurchased		(68	)		(63	)
Cash dividends paid		(520	)		(1,657	)
Common stock warrants repurchased		(540	)		—
Excess tax benefits related to stock option payments		75			3
Net change in noncontrolling interests		(465	)		(315	)

Net cash used by financing activities		(38,083	)		(45,462	)

Net change in cash and due from banks		(9,509	)		(3,131	)
Cash and due from banks at beginning of period		27,080			23,763

Cash and due from banks at end of period	$	17,571			20,632

Supplemental cash flow disclosures:
Cash paid for interest	$	4,157			6,105
Cash paid for income taxes		625			1,062

The accompanying notes are an integral part of these statements. See Note 1 for noncash activities.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

See the Glossary of Acronyms at the end of this Report for terms used throughout the Financial Statements and related Notes of this Form 10-Q.

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Wells Fargo & Company is a nation-wide diversified, community-based financial services company. We provide banking, insurance, investments, mortgage banking, investment banking, retail banking, brokerage, and consumer finance through banking stores, the internet and other distribution channels to consumers, businesses and institutions in all 50 states, the District of Columbia, and in other countries. When we refer to “Wells Fargo,” “the Company,” “we,” “our” or “us” in this Form 10-Q, we mean Wells Fargo & Company and Subsidiaries (consolidated). Wells Fargo & Company (the Parent) is a financial holding company and a bank holding company. We also hold a majority interest in a real estate investment trust, which has publicly traded preferred stock outstanding.

Our accounting and reporting policies conform with U.S. generally accepted accounting principles (GAAP) and practices in the financial services industry. To prepare the financial statements in conformity with GAAP, management must make estimates based on assumptions about future economic and market conditions (for example, unemployment, market liquidity, real estate prices, etc.) that affect the reported amounts of assets and liabilities at the date of the financial statements and income and expenses during the reporting period and the related disclosures. Although our estimates contemplate current conditions and how we expect them to change in the future, it is reasonably possible that in 2010 actual conditions could be worse than anticipated in those estimates, which could materially affect our results of operations and financial condition. Management has made significant estimates in several areas, including the evaluation of other-than-temporary impairment (OTTI) on investment securities (Note 4), allowance for credit losses and purchased credit-impaired (PCI) loans (Note 5), valuing residential mortgage servicing rights (MSRs) (Notes 7 and 8) and financial instruments (Note 12), pension accounting (Note 14) and income taxes. Actual results could differ from those estimates. Among other effects, such changes could result in future impairments of investment securities, increases to the allowance for loan losses, as well as increased future pension expense.

The information furnished in these unaudited interim statements reflects all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the periods presented. These adjustments are of a normal recurring nature, unless otherwise disclosed in this Form 10-Q. The results of operations in the interim statements do not necessarily indicate the results that may be expected for the full year. The interim financial information should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2009 (2009 Form 10-K). Certain amounts in the financial statements for prior years have been revised to conform with current financial statement presentation.

Accounting Developments

In first quarter 2010, we adopted the following accounting updates to the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC or Codification):

•		Accounting Standards Update (ASU or Update) 2010-6, Improving Disclosures about Fair Value Measurements ;
•		ASU 2009-16, Accounting for Transfers of Financial Assets (Statement of Financial Accounting Standards (FAS) 166, Accounting for Transfers of Financial Assets — an amendment of FASB Statement No. 140);
•		ASU 2009-17, Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities ( FAS 167 , Amendments to FASB Interpretation No. 46(R) ); and
•		ASU 2010-10, Amendments for Certain Investment Funds.

Information about these accounting updates is further described in more detail below.

ASU 2010-6 amends the disclosure requirements for fair value measurements. Companies are now required to disclose significant transfers in and out of Levels 1 and 2 of the fair value hierarchy, whereas the previous rules only required the disclosure of transfers in and out of Level 3. Additionally, in the rollforward of Level 3 activity, companies must present information on purchases, sales, issuances, and settlements on a gross basis rather than on a net basis. The Update also clarifies that fair value measurement disclosures should be presented for each class of assets and liabilities. A class is typically a subset of a line item in the statement of financial position. Companies should also provide information about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring instruments classified as either Level 2 or Level 3. We adopted this guidance in first quarter 2010 with prospective application, except for the new requirement related to the Level 3 rollforward. Gross presentation in the Level 3 rollforward is effective for us in first quarter 2011 with prospective application. Our adoption of the Update did not affect our consolidated financial statement results since it amends only the disclosure requirements for fair value measurements.

ASU 2009-16 (FAS 166) modifies certain guidance contained in ASC 860, Transfers and Servicing. This pronouncement eliminates the concept of qualifying special purpose entities (QSPEs) and provides additional criteria transferors must use to evaluate transfers of financial assets. The Update also requires that any assets or liabilities retained from a transfer accounted for as a sale must be initially recognized at fair value. We adopted this guidance in first quarter 2010 with prospective application for transfers that occurred on and after January 1, 2010.

ASU 2009-17 (FAS 167) amends several key consolidation provisions related to variable interest entities (VIEs), which are included in ASC 810, Consolidation . The scope of the new guidance includes entities that were previously designated as QSPEs. The Update also changes the approach companies must use to identify VIEs for which they are deemed to be the primary beneficiary and are required to consolidate. Under the new guidance, a VIE’s primary beneficiary is the entity that has the power to direct the VIE’s significant activities, and has an obligation to absorb losses or the right to receive benefits that could be potentially significant to the VIE. The Update also requires companies to continually reassess whether they are the primary beneficiary of a VIE, whereas the previous rules only required reconsideration upon the occurrence of certain triggering events. We adopted this guidance in first quarter 2010, which resulted in the consolidation of $18.6 billion of incremental assets onto our consolidated balance sheet and a $183 million increase to beginning retained earnings as a cumulative effect adjustment.

We also elected the fair value option for those newly consolidated VIEs for which our interests, prior to January 1, 2010, were predominantly carried at fair value with changes in fair value recorded to earnings. Accordingly, the fair value option was elected to effectively continue fair value accounting through earnings for those interests. Conversely, we did not elect the fair value option for those newly consolidated VIEs that did not share these characteristics. At January 1, 2010, the fair value of loans and long-term debt for which we elected the fair value option was $1.0 billion and $1.0 billion, respectively. The incremental impact of electing the fair value option (compared to not electing) on the cumulative effect adjustment to retained earnings was an increase of $15 million. See Notes 7 and 12 in this Report for additional information.

ASU 2010-10 amends consolidation accounting guidance to defer indefinitely the application of ASU 2009-17 to certain investment funds. The amendment was effective for us in first quarter 2010. As a result, we did not consolidate any investment funds upon adoption of ASU 2009-17.

Supplemental Cash Flow Information

Noncash activities are presented below, including information on transfers affecting mortgages held for sale (MHFS), loans held for sale (LHFS), and MSRs.



	Six months ended June 30					,
(in millions)	2010			2009


Transfers from trading assets to securities available for sale	$	—			845
Transfers from loans to securities available for sale		3,468			—
Transfers from MHFS to trading assets		—			663
Transfers from MHFS to MSRs		2,025			3,550
Transfers from MHFS to foreclosed assets		102			87
Transfers from (to) loans to (from) MHFS		99			45
Transfers from (to) loans to (from) LHFS		(77	)		16
Transfers from loans to foreclosed assets		5,481			3,307
Adoption of consolidation accounting guidance:
Trading assets		155			—
Securities available for sale		(7,590	)		—
Loans		25,657			—
Other assets		193			—
Short-term borrowings		5,127			—
Long-term debt		13,134			—
Accrued expenses and other liabilities		(32	)		—
Decrease in noncontrolling interests due to deconsolidation of subsidiaries		240			—
Transfer from noncontrolling interests to long-term debt		345			—

Subsequent Events

We have evaluated the effects of subsequent events that have occurred subsequent to period end June 30, 2010. There have been no material events that would require recognition in our second quarter 2010 consolidated financial statements or disclosure in the Notes to the financial statements.

2. BUSINESS COMBINATIONS

We regularly explore opportunities to acquire financial services companies and businesses. Generally, we do not make a public announcement about an acquisition opportunity until a definitive agreement has been signed. For information on additional consideration related to acquisitions, which is considered to be a guarantee, see Note 10 in this Report.

In the first half of 2010, we completed two acquisitions with combined total assets of $431 million consisting of a factoring business and an insurance brokerage business. At June 30, 2010, we had one small insurance brokerage business acquisition pending and expect to complete this transaction during third quarter 2010.

On December 31, 2008, Wells Fargo acquired Wachovia Corporation (Wachovia). The purchase accounting for the Wachovia acquisition was finalized as of December 31, 2009. Costs associated with involuntary employee termination, contract terminations and closing duplicate facilities were recorded throughout 2009 and allocated to the purchase price. The following table summarizes the first half of 2010 usage of the exit reserves associated with the Wachovia acquisition.

Employee

Contract

Facilities

(in millions)

termination

Total

Balance, December 31, 2009

355

344

757

Cash payments / utilization

(121

)

(16

)

(92

)

(229

)

Balance, June 30, 2010

234

252

528

3. FEDERAL FUNDS SOLD, SECURITIES PURCHASED UNDER RESALE AGREEMENTS AND OTHER SHORT-TERM INVESTMENTS

The following table provides the detail of federal funds sold, securities purchased under resale agreements and other short-term investments.



	June 30		,	Dec. 31		,
(in millions)	2010			2009


Federal funds sold and securities purchased under resale agreements	$	16,302			8,042
Interest-earning deposits		55,550			31,668
Other short-term investments		2,046			1,175

Total	$	73,898			40,885

We pledge certain financial instruments that we own to collateralize repurchase agreements and other securities financings. The types of collateral we pledge include securities issued by federal agencies, government-sponsored entities (GSEs), and domestic and foreign companies. We pledged $18.3 billion at June 30, 2010, and $14.8 billion at December 31, 2009, under agreements that permit the secured parties to sell or repledge the collateral. Pledged collateral where the secured party cannot sell or repledge was $782 million at June 30, 2010, and $434 million at December 31, 2009.

We receive collateral from other entities under resale agreements and securities borrowings. We received $136.3 billion at June 30, 2010, and $31.4 billion at December 31, 2009, for which we have the right to sell or repledge the collateral. These amounts include securities we have sold or repledged to others with a fair value of $134.7 billion at June 30, 2010, and $29.7 billion at December 31, 2009.

4. SECURITIES AVAILABLE FOR SALE

The following table provides the cost and fair value for the major categories of securities available for sale carried at fair value. The net unrealized gains (losses) are reported on an after-tax basis as a component of cumulative other comprehensive income (OCI). There were no securities classified as held to maturity as of the periods presented.



			Gross		Gross
			unrealized		unrealized			Fair
(in millions)	Cost		gains		losses			value

June 30, 2010
Securities of U.S. Treasury and federal agencies	$	1,621		64		—			1,685
Securities of U.S. states and political subdivisions		16,205		764		(545	)		16,424
Mortgage-backed securities:
Federal agencies		66,915		4,489		(9	)		71,395
Residential		19,425		2,501		(780	)		21,146
Commercial		12,513		1,293		(1,276	)		12,530

Total mortgage-backed securities		98,853		8,283		(2,065	)		105,071

Corporate debt securities		8,848		1,159		(64	)		9,943
Collateralized debt obligations		4,020		340		(329	)		4,031
Other (1)		15,219		754		(363	)		15,610

Total debt securities		144,766		11,364		(3,366	)		152,764

Marketable equity securities:
Perpetual preferred securities		3,999		237		(150	)		4,086
Other marketable equity securities		572		509		(4	)		1,077

Total marketable equity securities		4,571		746		(154	)		5,163

Total	$	149,337		12,110		(3,520	)		157,927

December 31, 2009
Securities of U.S. Treasury and federal agencies	$	2,256		38		(14	)		2,280
Securities of U.S. states and political subdivisions		13,212		683		(365	)		13,530
Mortgage-backed securities:
Federal agencies		79,542		3,285		(9	)		82,818
Residential		28,153		2,480		(2,043	)		28,590
Commercial		12,221		602		(1,862	)		10,961

Total mortgage-backed securities		119,916		6,367		(3,914	)		122,369

Corporate debt securities		8,245		1,167		(77	)		9,335
Collateralized debt obligations		3,660		432		(367	)		3,725
Other (1)		15,025		1,099		(245	)		15,879

Total debt securities		162,314		9,786		(4,982	)		167,118

Marketable equity securities:
Perpetual preferred securities		3,677		263		(65	)		3,875
Other marketable equity securities		1,072		654		(9	)		1,717

Total marketable equity securities		4,749		917		(74	)		5,592

Total	$	167,063		10,703		(5,056	)		172,710


(1)		Included in the “Other” category are asset-backed securities collateralized by auto leases or loans and cash reserves with a cost basis and fair value of $6.7 billion and $6.9 billion, respectively, at June 30, 2010, and $8.2 billion and $8.5 billion, respectively, at December 31, 2009. Also included in the “Other” category are asset-backed securities collateralized by home equity loans with a cost basis and fair value of $1.0 billion and $1.2 billion, respectively, at June 30, 2010, and $2.3 billion and $2.5 billion, respectively, at December 31, 2009. The remaining balances primarily include asset-backed securities collateralized by credit cards and student loans.

As part of our liquidity management strategy, we pledge securities to secure borrowings from the Federal Home Loan Bank (FHLB) and the Federal Reserve Bank. We also pledge securities to secure trust and public deposits and for other purposes as required or permitted by law. Securities pledged where the secured party does not have the right to sell or repledge totaled $91.7 billion at June 30, 2010, and $98.9 billion at December 31, 2009. We did not pledge any securities where the secured party has the right to sell or repledge the collateral as of the same periods, respectively.

Gross Unrealized Losses and Fair Value

The following table shows the gross unrealized losses and fair value of securities in the securities available-for-sale portfolio by length of time that individual securities in each category had been in a continuous loss position. Debt securities on which we have taken credit-related OTTI write-downs are categorized as being “less than 12 months” or “12 months or more” in a continuous loss position based on the point in time that the fair value declined to below the cost basis and not the period of time since the credit-related OTTI write-down.



	Less than 12 months					12 months or more					Total
	Gross					Gross					Gross
	unrealized			Fair		unrealized			Fair		unrealized			Fair
(in millions)	losses			value		losses			value		losses			value

June 30, 2010
Securities of U.S. states and political subdivisions	$	(93	)		2,653		(452	)		2,715		(545	)		5,368
Mortgage-backed securities:
Federal agencies		(9	)		1,010		—			—		(9	)		1,010
Residential		(19	)		788		(761	)		5,316		(780	)		6,104
Commercial		(10	)		366		(1,266	)		5,589		(1,276	)		5,955

Total mortgage-backed securities		(38	)		2,164		(2,027	)		10,905		(2,065	)		13,069

Corporate debt securities		(18	)		731		(46	)		290		(64	)		1,021
Collateralized debt obligations		(18	)		687		(311	)		519		(329	)		1,206
Other		(70	)		1,432		(293	)		812		(363	)		2,244

Total debt securities		(237	)		7,667		(3,129	)		15,241		(3,366	)		22,908

Marketable equity securities:
Perpetual preferred securities		(139	)		1,349		(11	)		74		(150	)		1,423
Other marketable equity securities		(4	)		65		—			—		(4	)		65

Total marketable equity securities		(143	)		1,414		(11	)		74		(154	)		1,488

Total	$	(380	)		9,081		(3,140	)		15,315		(3,520	)		24,396

December 31, 2009
Securities of U.S. Treasury and federal agencies	$	(14	)		530		—			—		(14	)		530
Securities of U.S. states and political subdivisions		(55	)		1,120		(310	)		2,826		(365	)		3,946
Mortgage-backed securities:
Federal agencies		(9	)		767		—			—		(9	)		767
Residential		(243	)		2,991		(1,800	)		9,697		(2,043	)		12,688
Commercial		(37	)		816		(1,825	)		6,370		(1,862	)		7,186

Total mortgage-backed securities		(289	)		4,574		(3,625	)		16,067		(3,914	)		20,641

Corporate debt securities		(7	)		281		(70	)		442		(77	)		723
Collateralized debt obligations		(55	)		398		(312	)		512		(367	)		910
Other		(73	)		746		(172	)		286		(245	)		1,032

Total debt securities		(493	)		7,649		(4,489	)		20,133		(4,982	)		27,782

Marketable equity securities:
Perpetual preferred securities		(1	)		93		(64	)		527		(65	)		620
Other marketable equity securities		(9	)		175		—			—		(9	)		175

Total marketable equity securities		(10	)		268		(64	)		527		(74	)		795

Total	$	(503	)		7,917		(4,553	)		20,660		(5,056	)		28,577

We do not have the intent to sell any securities included in the table above. For debt securities included in the table above, we have concluded it is more likely than not that we will not be required to sell prior to recovery of the amortized cost basis. We have assessed each security for credit impairment. For debt securities, we evaluate, where necessary, whether credit impairment exists by comparing the present value of the expected cash flows to the securities amortized cost basis. For equity securities, we consider

numerous factors in determining whether impairment exists, including our intent and ability to hold the securities for a period of time sufficient to recover the cost basis of the securities.

For complete descriptions of the factors we consider when analyzing debt securities for impairment, see Note 5 of the 2009 10-K. There have been no material changes to our methodologies for assessing impairment in second quarter 2010.

Securities of U.S. Treasury and federal agencies
The unrealized losses associated with U.S. Treasury and federal agency securities do not have any credit losses due to the guarantees provided by the United States government.

Securities of U.S. states and political subdivisions
The unrealized losses associated with securities of U.S. states and political subdivisions are primarily driven by changes in interest rates and not due to the credit quality of the securities. Substantially all of these investments are investment grade. The securities were generally underwritten in accordance with our own investment standards prior to the decision to purchase, without relying on a bond insurer’s guarantee in making the investment decision. These investments will continue to be monitored as part of our ongoing impairment analysis, but are expected to perform, even if the rating agencies reduce the credit rating of the bond insurers. As a result, we expect to recover the entire amortized cost basis of these securities.

Federal Agency Mortgage-Backed Securities (MBS)
The unrealized losses associated with federal agency MBS are primarily driven by changes in interest rates and not due to credit losses. These securities are issued by U.S. government or GSEs and do not have any credit losses given the explicit or implicit government guarantee.

Residential Mortgage-Backed Securities
The unrealized losses associated with private residential MBS are primarily driven by higher projected collateral losses, wider credit spreads and changes in interest rates. We assess for credit impairment using a cash flow model. The key assumptions include default rates, severities and prepayment rates. We estimate losses to a security by forecasting the underlying mortgage loans in each transaction. The forecasted loan performance is used to project cash flows to the various tranches in the structure. Cash flow forecasts also considered, as applicable, independent industry analyst reports and forecasts, sector credit ratings, and other independent market data. Based upon our assessment of the expected credit losses of the security given the performance of the underlying collateral compared with our credit enhancement, we expect to recover the entire amortized cost basis of these securities.

Commercial Mortgage-Backed Securities
The unrealized losses associated with commercial MBS are primarily driven by higher projected collateral losses and wider credit spreads. These investments are predominantly investment grade. We assess for credit impairment using a cash flow model. The key assumptions include default rates and severities. We estimate losses to a security by forecasting the underlying loans in each transaction. The forecasted loan performance is used to project cash flows to the various tranches in the structure. Cash flow forecasts are also considered, as applicable, and independent industry analyst reports and forecasts, sector credit ratings, and other independent market data. Based upon our assessment of the expected credit losses of the security given the performance of the underlying collateral compared with our credit enhancement, we expect to recover the entire amortized cost basis of these securities.

Corporate Debt Securities
The unrealized losses associated with corporate debt securities are primarily related to securities backed by commercial loans and individual issuer companies. For securities with commercial loans as the underlying collateral, we have evaluated the expected credit losses in the security and concluded that we have sufficient credit enhancement when compared with our estimate of credit losses for the individual security. For individual issuers, we evaluate the financial performance of the issuer on a quarterly basis to determine that the issuer can make all contractual principal and interest payments. Based upon this assessment, we expect to recover the entire cost basis of these securities.

Collateralized Debt Obligations (CDOs)
The unrealized losses associated with CDOs relate to securities primarily backed by commercial, residential or other consumer collateral. The losses are primarily driven by higher projected collateral losses and wider credit spreads. We assess for credit impairment using a cash flow model. The key assumptions include default rates, severities and prepayment rates. Based upon our assessment of the expected credit losses of the security given the performance of the underlying collateral compared with our credit enhancement, we expect to recover the entire amortized cost basis of these securities.

Other Debt Securities
The unrealized losses associated with other debt securities primarily relate to other asset-backed securities, which are primarily backed by auto, home equity and student loans. The losses are primarily driven by higher projected collateral losses, wider credit spreads and changes in interest rates. We assess for credit impairment using a cash flow model. The key assumptions include default rates, severities and prepayment rates. Based upon our assessment of the expected credit losses of the security given the performance of the underlying collateral compared with our credit enhancement, we expect to recover the entire amortized cost basis of these securities.

Marketable Equity Securities
Our marketable equity securities include investments in perpetual preferred securities, which provide very attractive tax-equivalent yields. We evaluated these hybrid financial instruments with investment-grade ratings for impairment using an evaluation methodology similar to that used for debt securities. Perpetual preferred securities were not other-than-temporarily impaired at June 30, 2010, if there was no evidence of credit deterioration or investment rating downgrades of any issuers to below investment grade, and we expected to continue to receive full contractual payments. We will continue to evaluate the prospects for these securities for recovery in their market value in accordance with our policy for estimating OTTI. We have recorded impairment write-downs on perpetual preferred securities where there was evidence of credit deterioration.

The fair values of our investment securities could decline in the future if the underlying performance of the collateral for the residential and commercial MBS or other securities deteriorate and our credit enhancement levels do not provide sufficient protection to our contractual principal and interest. As a result, there is a risk that significant OTTI may occur in the future given the current economic environment.

The following table shows the gross unrealized losses and fair value of debt and perpetual preferred securities available for sale by those rated investment grade and those rated less than investment grade, according to their lowest credit rating by Standard & Poor’s Rating Services (S&P) or Moody’s Investors Service (Moody’s). Credit ratings express opinions about the credit quality of a security. Securities rated investment grade, that is those rated BBB- or higher by S&P or Baa3 or higher by Moody’s, are generally considered by the rating agencies and market participants to be low credit risk. Conversely, securities rated below investment grade, labeled as “speculative grade” by the rating agencies, are considered to be distinctively higher credit risk than investment grade securities. We have also included securities not rated by S&P or Moody’s in the table below based on the internal credit grade of the securities (used for credit risk management purposes) equivalent to the credit rating assigned by major credit agencies. The unrealized losses and fair value of unrated securities categorized as investment grade were $55 million and $1.1 billion, respectively, at June 30, 2010. There were no unrated securities in a loss position categorized as investment grade as of December 31, 2009. If an internal credit grade was not assigned, we categorized the security as non-investment grade.



	Investment grade					Non-investment grade
	Gross					Gross
	unrealized			Fair		unrealized			Fair
(in millions)	losses			value		losses			value

June 30, 2010
Securities of U.S. states and political subdivisions	$	(453	)		4,991		(92	)		377
Mortgage-backed securities:
Federal agencies		(9	)		1,010		—			—
Residential		(19	)		773		(761	)		5,331
Commercial		(736	)		5,227		(540	)		728

Total mortgage-backed securities		(764	)		7,010		(1,301	)		6,059

Corporate debt securities		(31	)		129		(33	)		892
Collateralized debt obligations		(89	)		731		(240	)		475
Other		(210	)		1,842		(153	)		402

Total debt securities		(1,547	)		14,703		(1,819	)		8,205
Perpetual preferred securities		(131	)		1,314		(19	)		109

Total	$	(1,678	)		16,017		(1,838	)		8,314

December 31, 2009
Securities of U.S. Treasury and federal agencies	$	(14	)		530		—			—
Securities of U.S. states and political subdivisions		(275	)		3,621		(90	)		325
Mortgage-backed securities:
Federal agencies		(9	)		767		—			—
Residential		(480	)		5,661		(1,563	)		7,027
Commercial		(1,247	)		6,543		(615	)		643

Total mortgage-backed securities		(1,736	)		12,971		(2,178	)		7,670

Corporate debt securities		(31	)		260		(46	)		463
Collateralized debt obligations		(104	)		471		(263	)		439
Other		(85	)		644		(160	)		388

Total debt securities		(2,245	)		18,497		(2,737	)		9,285
Perpetual preferred securities		(65	)		620		—			—

Total	$	(2,310	)		19,117		(2,737	)		9,285

Contractual Maturities

The following table shows the remaining contractual principal maturities and contractual yields of debt securities available for sale. The remaining contractual principal maturities for MBS were determined assuming no prepayments. Remaining expected maturities will differ from contractual maturities because borrowers may have the right to prepay obligations before the underlying mortgages mature.



						Remaining contractual principal maturity
			Weighted-								After one year					After five years
	Total		average			Within one year					through five years					through ten years					After ten years
(in millions)	amount		yield			Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield

June 30, 2010
Securities of U.S. Treasury and federal agencies	$	1,685		3.17	%	$	12		3.49	%	$	748		3.14	%	$	919		3.19	%	$	6		4.05	%
Securities of U.S. states and political subdivisions		16,424		6.37			402		2.81			1,371		4.59			1,509		6.19			13,142		6.68
Mortgage-backed securities:
Federal agencies		71,395		5.47			2		5.89			43		6.28			548		5.23			70,802		5.47
Residential		21,146		5.27			—		—			113		0.54			302		5.53			20,731		5.29
Commercial		12,530		5.35			—		—			84		5.62			603		3.59			11,843		5.43

Total mortgage-backed securities		105,071		5.41			2		5.89			240		3.35			1,453		4.61			103,376		5.43

Corporate debt securities		9,943		5.53			612		4.94			3,846		5.89			4,507		5.36			978		5.33
Collateralized debt obligations		4,031		1.29			2		5.20			456		1.71			1,868		1.36			1,705		1.09
Other		15,610		3.57			3,719		4.96			6,217		4.09			1,372		1.74			4,302		2.21

Total debt securities at fair value (1)	$	152,764		5.20	%	$	4,749		4.77	%	$	12,878		4.53	%	$	11,628		4.13	%	$	123,509		5.39	%

December 31, 2009
Securities of U.S. Treasury and federal agencies	$	2,280		2.80	%	$	413		0.79	%	$	669		2.14	%	$	1,192		3.87	%	$	6		4.03	%
Securities of U.S. states and political subdivisions		13,530		6.75			77		7.48			703		6.88			1,055		6.56			11,695		6.76
Mortgage-backed securities:
Federal agencies		82,818		5.50			12		4.68			50		5.91			271		5.56			82,485		5.50
Residential		28,590		5.40			51		4.80			115		0.45			283		5.69			28,141		5.41
Commercial		10,961		5.29			85		0.68			71		5.55			169		5.66			10,636		5.32

Total mortgage-backed securities		122,369		5.46			148		2.44			236		3.14			723		5.63			121,262		5.46

Corporate debt securities		9,335		5.53			684		4.00			3,937		5.68			3,959		5.68			755		5.32
Collateralized debt obligations		3,725		1.70			2		5.53			492		4.48			1,837		1.56			1,394		0.90
Other		15,879		4.22			2,128		5.62			7,762		5.96			697		2.46			5,292		1.33

Total debt securities at fair value (1)	$	167,118		5.33	%	$	3,452		4.63	%	$	13,799		5.64	%	$	9,463		4.51	%	$	140,404		5.37	%


(1)		The weighted-average yield is computed using the contractual coupon of each security weighted based on the fair value of each security.

Realized Gains and Losses

The following table shows the gross realized gains and losses on sales from the securities available-for-sale portfolio, which includes marketable equity securities, but does not include nonmarketable equity securities (see Note 6 — Other Assets). Gross realized losses include OTTI write-downs for debt securities available for sale and marketable equity securities.



	Quarter ended June 30					,	Six months ended June 30					,
(in millions)	2010			2009			2010			2009

Gross realized gains	$	260			416			444			710
Gross realized losses		(109	)		(348	)		(230	)		(718	)

Net realized gains (losses)	$	151			68			214			(8	)

Other-Than-Temporary Impairment

The following table shows the detail of OTTI write-downs included in earnings for debt securities and marketable and nonmarketable equity securities.



	Quarter ended June 30				,	Six months ended June 30				,
(in millions)	2010		2009			2010		2009

OTTI write-downs included in earnings
Debt securities:
U.S. states and political subdivisions	$	3		5			8		5
Residential mortgage-backed securities		37		214			76		392
Commercial mortgage-backed securities		42		1			55		11
Corporate debt securities		4		22			5		53
Collateralized debt obligations		5		46			11		96
Other debt securities		15		20			43		20

Total debt securities		106		308			198		577

Equity securities:
Marketable equity securities:
Perpetual preferred securities		—		18			14		45
Other marketable equity securities		—		9			—		25

Total marketable equity securities		—		27			14		70

Nonmarketable equity securities		62		128			153		332

Total equity securities		62		155			167		402

Total OTTI write-downs included in earnings	$	168		463			365		979

Other-Than-Temporarily Impaired Debt Securities

We recognize OTTI for debt securities classified as available for sale in accordance with FASB ASC 320, Investments — Debt and Equity Securities , which requires that we assess whether we intend to sell or it is more likely than not that we will be required to sell a security before recovery of its amortized cost basis less any current-period credit losses. For debt securities that are considered other-than-temporarily impaired and that we do not intend to sell and will not be required to sell prior to recovery of our amortized cost basis, we separate the amount of the impairment into the amount that is credit related (credit loss component) and the amount due to all other factors. The credit loss component is recognized in earnings and is the difference between the security’s amortized cost basis and the present value of its expected future cash flows discounted at the security’s effective yield. The remaining difference between the security’s fair value and the present value of future expected cash flows is due to factors that are not credit related and, therefore, is not required to be recognized as losses in the income statement, but is recognized in OCI. We believe that we will fully collect the carrying value of securities on which we have recorded a non-credit-related impairment in OCI.

The following table shows the detail of OTTI write-downs on debt securities available for sale included in earnings and the related changes in OCI for the same securities.



	Quarter ended June 30					,	Six months ended June 30					,
(in millions)	2010			2009			2010			2009

OTTI on debt securities
Recorded as part of gross realized losses:
Credit-related OTTI	$	106			307			195			570
Securities we intend to sell		—			1			3			7

Total recorded as part of gross realized losses		106			308			198			577

Recorded directly to OCI for non-credit-related impairment:
U.S. states and political subdivisions		(1	)		4			(5	)		4
Residential mortgage-backed securities		(124	)		608			(98	)		922
Commercial mortgage-backed securities		84			14			82			21
Corporate debt securities		—			(2	)		—			(2	)
Collateralized debt obligations		(3	)		17			56			30
Other debt securities		(13	)		23			(30	)		23

Total recorded directly to OCI for non-credit-related impairment (1)		(57	)		664			5			998

Total OTTI on debt securities	$	49			972			203			1,575


(1)		Represents amounts recorded to OCI on debt securities in periods OTTI write-downs have occurred. Changes in fair value in subsequent periods on such securities are not reflected in this total unless the securities also had a credit impairment charge to income recorded for the subsequent period.

The following table presents a roll-forward of the credit loss component recognized in earnings for debt securities we still own (referred to as “credit-impaired” debt securities). The credit loss component of the amortized cost represents the difference between the present value of expected future cash flows and the amortized cost basis of the security prior to considering credit losses. OTTI recognized in earnings for credit-impaired debt securities is presented as additions in two components based upon whether the current period is the first time the debt security was credit-impaired (initial credit impairment) or is not the first time the debt security was credit impaired (subsequent credit impairments). The credit loss component is reduced if we sell, intend to sell or believe we will be required to sell previously credit-impaired debt securities. Additionally, the credit loss component is reduced if we receive or expect to receive cash flows in excess of what we previously expected to receive over the remaining life of the credit-impaired debt security, the security matures or is fully written down.

Changes in the credit loss component of credit-impaired debt securities were:



	Quarter ended June 30					,	Six months ended June 30					,
(in millions)	2010			2009			2010			2009

Credit loss component, beginning of period	$	1,002			727			1,187			471
Additions (1):
Initial credit impairments		39			216			59			413
Subsequent credit impairments		67			91			136			157
Reductions:
For securities sold		(51	)		(16	)		(76	)		(23	)
For securities derecognized resulting from adoption of consolidation accounting guidance		—			—			(242	)		—
Due to change in intent to sell or requirement to sell		(2	)		(1	)		(2	)		(1	)
For increases in expected cash flows		(6	)		(5	)		(13	)		(5	)

Credit loss component, end of period	$	1,049			1,012			1,049			1,012


(1)		Excludes OTTI on debt securities we intend to sell of $1 million for the quarter ended June 30, 2009, and $3 million and $7 million for the six months ended June 30, 2010 and 2009, respectively.

For asset-backed securities (e.g., residential MBS), we estimated expected future cash flows of the security by estimating the expected future cash flows of the underlying collateral and applying those collateral cash flows, together with any credit enhancements such as subordinated interests owned by third parties, to the security. The expected future cash flows of the underlying collateral are determined using the remaining contractual cash flows adjusted for future expected credit losses (which consider current delinquencies and nonperforming assets, future expected default rates and collateral value by vintage and geographic region) and prepayments. The expected cash flows of the security are then discounted at the interest rate used to recognize interest income on the security to arrive at a present value amount. Total credit impairment losses on residential MBS were $37 million and $76 million, respectively, for the second quarter and first half of 2010, all of which were recorded on non-investment grade securities, and $214 million and $388 million, respectively, for the same periods of 2009, of which $206 million and $373 million, respectively, were recorded on non-investment grade securities. This does not include OTTI recorded on those securities that we intend to sell. The table below presents a summary of the significant inputs considered in determining the measurement of the credit loss component recognized in earnings for residential MBS.



	Non-agency residential MBS – non-investment grade
	Quarter ended June 30					,	Six months ended June 30				,
	2010			2009			2010		2009

Expected remaining life of loan losses (1):
Range (2)		1 - 40	%		0 - 58			1 - 40		0 - 58
Credit impairment distribution (3):
0 - 10% range		54			40			53		55
10 - 20% range		8			42			14		35
20 - 30% range		34			17			29		9
Greater than 30%		4			1			4		1
Weighted average (4)		8			10			9		10
Current subordination levels (5):
Range (2)		0 - 25			0 - 19			0 - 25		0 - 20
Weighted average (4)		7			8			7		7
Prepayment speed (annual CPR (6)):
Range (2)		3 - 17			5 - 18			3 - 17		5 - 25
Weighted average (4)		9			10			9		11


(1)		Represents future expected credit losses on underlying pool of loans expressed as a percentage of total current outstanding loan balance.
(2)		Represents the range of inputs/assumptions based upon the individual securities within each category.
(3)		Represents distribution of credit impairment losses recognized in earnings categorized based on range of expected remaining life of loan losses. For example 54% of credit impairment losses recognized in earnings for the quarter ended June 30, 2010, had expected remaining life of loan loss assumptions of 0 to 10%.
(4)		Calculated by weighting the relevant input/assumption for each individual security by current outstanding amortized cost basis of the security.
(5)		Represents current level of credit protection (subordination) for the securities, expressed as a percentage of total current underlying loan balance.
(6)		Constant prepayment rate.

5. LOANS AND ALLOWANCE FOR CREDIT LOSSES

The following table presents the major categories of loans outstanding including those subject to accounting guidance for PCI loans. Certain loans acquired in the Wachovia acquisition are accounted for as PCI loans and are included below, net of any remaining purchase accounting adjustments. Outstanding balances of all other loans are presented net of unearned income, net deferred loan fees, and unamortized discount and premium totaling $12.7 billion at June 30, 2010, and $14.6 billion, at December 31, 2009.

June 30, 2010

Dec. 31, 2009

All

All

PCI

other

PCI

other

(in millions)

loans

Total

loans

Total

Commercial and commercial real estate:

Commercial

1,113

144,971

146,084

1,911

156,441

158,352

Real estate mortgage

3,487

96,139

99,626

4,137

93,390

97,527

Real estate construction

4,194

26,685

30,879

5,207

31,771

36,978

Lease financing

—

13,492

—

14,210

Total commercial and commercial real estate

8,794

281,287

290,081

11,255

295,812

307,067

Consumer:

Real estate 1-4 family first mortgage

35,972

197,840

233,812

38,386

191,150

229,536

Real estate 1-4 family junior lien mortgage

290

101,037

101,327

331

103,377

103,708

Credit card

—

22,086

—

24,003

Other revolving credit and installment

—

88,485

—

89,058

Total consumer

36,262

409,448

445,710

38,717

407,588

446,305

Foreign

1,457

29,017

30,474

1,733

27,665

29,398

Total loans

46,513

719,752

766,265

51,705

731,065

782,770

We pledge loans to secure borrowings from the FHLB and the Federal Reserve Bank as part of our liquidity management strategy. Loans pledged where the secured party does not have the right to sell or repledge totaled $318.3 billion at June 30, 2010, and $312.6 billion at December 31, 2009. We did not have any pledged loans where the secured party has the right to sell or repledge for the same respective periods.

The total allowance reflects management’s estimate of credit losses inherent in the loan portfolio at the balance sheet date. We consider the allowance for credit losses of $25.1 billion adequate to cover credit losses inherent in the loan portfolio, including unfunded credit commitments, at June 30, 2010.

The allowance for credit losses consists of the allowance for loan losses and the reserve for unfunded credit commitments. Changes in the allowance for credit losses were:



	Quarter ended June 30					,	Six months ended June 30					,
(in millions)	2010			2009			2010			2009

Balance, beginning of period	$	25,656			22,846			25,031			21,711
Provision for credit losses		3,989			5,086			9,319			9,644
Adjustment for passage of time on certain impaired loans (1)		(62	)		—			(136	)		—
Loan charge-offs:
Commercial and commercial real estate:
Commercial		(810	)		(755	)		(1,577	)		(1,351	)
Real estate mortgage		(364	)		(125	)		(645	)		(154	)
Real estate construction		(289	)		(263	)		(694	)		(370	)
Lease financing		(31	)		(65	)		(65	)		(85	)

Total commercial and commercial real estate		(1,494	)		(1,208	)		(2,981	)		(1,960	)

Consumer:
Real estate 1-4 family first mortgage		(1,140	)		(790	)		(2,537	)		(1,214	)
Real estate 1-4 family junior lien mortgage		(1,239	)		(1,215	)		(2,735	)		(2,088	)
Credit card		(639	)		(712	)		(1,335	)		(1,334	)
Other revolving credit and installment		(542	)		(802	)		(1,292	)		(1,702	)

Total consumer		(3,560	)		(3,519	)		(7,899	)		(6,338	)

Foreign		(52	)		(56	)		(99	)		(110	)

Total loan charge-offs		(5,106	)		(4,783	)		(10,979	)		(8,408	)

Loan recoveries:
Commercial and commercial real estate:
Commercial		121			51			238			91
Real estate mortgage		4			6			14			16
Real estate construction		51			4			62			6
Lease financing		4			4			9			7

Total commercial and commercial real estate		180			65			323			120

Consumer:
Real estate 1-4 family first mortgage		131			32			217			65
Real estate 1-4 family junior lien mortgage		55			44			102			70
Credit card		60			48			113			88
Other revolving credit and installment		181			198			384			402

Total consumer		427			322			816			625

Foreign		10			10			21			19

Total loan recoveries		617			397			1,160			764

Net loan charge-offs (2)		(4,489	)		(4,386	)		(9,819	)		(7,644	)

Allowances related to business combinations/other (3)		(9	)		(16	)		690			(181	)

Balance, end of period	$	25,085			23,530			25,085			23,530

Components:
Allowance for loan losses	$	24,584			23,035			24,584			23,035
Reserve for unfunded credit commitments		501			495			501			495

Allowance for credit losses	$	25,085			23,530			25,085			23,530

Net loan charge-offs (annualized) as a percentage of average total loans (2)		2.33	%		2.11			2.52			1.82
Allowance for loan losses as a percentage of total loans (4)		3.21			2.80			3.21			2.80
Allowance for credit losses as a percentage of total loans (4)		3.27			2.86			3.27			2.86


(1)		Certain impaired loans have a valuation allowance determined by discounting expected cash flows at the respective loan’s effective interest rate. Accordingly, the valuation allowance for these impaired loans reduces with the passage of time and that reduction is recognized as interest income.
(2)		For PCI loans, charge-offs are only recorded to the extent that losses exceed the purchase accounting estimates.
(3)		Includes $693 million related to the adoption of consolidation accounting guidance on January 1, 2010.
(4)		The allowance for credit losses includes $225 million and $49 million at June 30, 2010 and 2009, respectively, related to PCI loans acquired from Wachovia. Loans acquired from Wachovia are included in total loans net of related purchase accounting net write-downs.

Nonaccrual loans were $27.8 billion at June 30, 2010, and $24.4 billion at December 31, 2009. PCI loans have been classified as accruing. Loans past due 90 days or more as to interest or principal and still accruing interest were $19.4 billion at June 30, 2010, and $22.2 billion at December 31, 2009. The June 30, 2010, and December 31, 2009, balances included $14.4 billion and $15.3 billion, respectively, in advances pursuant to our servicing agreements to the Government National Mortgage Association (GNMA) mortgage pools and similar loans whose repayments are insured by the Federal Housing Administration or guaranteed by the Department of Veterans Affairs.

Impaired Loans and Troubled Debt Restructurings

We consider a loan to be impaired when, based on current information and events, it is probable that we will not be able to collect all principal and/or interest amounts as scheduled in accordance with the contractual terms of the loan. Accordingly, impaired loans generally include all nonaccrual commercial, consumer and foreign loans and all troubled debt restructurings (TDRs), whether or not in interest-accruing status. We evaluate large groups of smaller-balance homogeneous loans collectively to measure impairment allowance and perform a loan-specific impairment assessment for larger-balance loans and all TDRs. The table below summarizes recorded investment and related allowance information for the larger-balance impaired loans and TDRs, which, in accordance with FASB ASC 310-10-35 (formerly FAS No. 114) impaired loan accounting guidance, are evaluated and measured on a loan-specific basis. In accordance with that accounting guidance, we determine the allowance for loans that are individually deemed to be impaired, based on cash flows estimated for their life, discounted at the loan’s effective interest rate or on the value of the underlying collateral if we determine that collateral will be the sole source of repayment. The following table does not include PCI loans as those loans are subject to different accounting and reporting requirements.

Recorded investment

Impaired loans with

related allowance for

Related allowance

Impaired loans

credit losses (1)

for credit losses

June 30,

Dec. 31,

June 30

Dec. 31

June 30

Dec. 31

(in millions)

2010

2009(2)

2010

2009(2)

2010

2009(2)

Commercial and commercial real estate

11,011

10,562

10,029

9,666

1,367

1,502

Consumer (TDRs)

11,496

8,268

11,496

8,268

2,806

1,765

Total

22,507

18,830

21,525

17,934

4,173

3,267


(1)		Loans will not have a related allowance if the collateral value or the present value of expected cash flows (discounted at the pre-modification rate) exceed the recorded investment.
(2)		Balances have been revised to conform with current period presentation.

Included in total impaired loans above are $243 million at June 30, 2010, and $561 million at December 31, 2009, for which the impairment measurement is based on the underlying collateral value. The average recorded investment in impaired loans was $20.7 billion and $19.3 billion in the second quarter and first half of 2010, respectively.

Total interest income recognized on impaired loans was $184 million and $350 million in the second quarter and first half of 2010, with $54 million and $101 million under the cash basis method, respectively, and $58 million and $102 million in the second quarter and first half of 2009, with $30 million and $51 million under the cash basis method, respectively.

Purchased Credit-Impaired Loans

PCI loans had an unpaid principal balance of $74.1 billion at June 30, 2010, and $83.6 billion at December 31, 2009, and a carrying value, before the deduction of any related allowance for loan losses, of $46.5 billion and $51.7 billion, respectively.

The excess of cash flows expected to be collected over the initial fair value of PCI loans is referred to as the accretable yield and is accreted into interest income over the estimated life of the PCI loans using the effective yield method. The accretable yield is affected by:

•		Changes in interest rate indices for variable rate PCI loans — Expected future cash flows are based on the variable rates in effect at the time of the quarterly assessment of expected cash flows;
•		Changes in prepayment assumptions — Prepayments affect the estimated life of PCI loans which may change the amount of interest income, and possibly principal, expected to be collected; and
•		Changes in the expected principal and interest payments over the estimated life — These changes in expected cash flows are driven by updates to the credit outlook and actions taken with our borrowers. Expected benefits from loan modifications are included in the quarterly assessment of expected future cash flows.

The change in the accretable yield related to PCI loans is presented in the following table.



(in millions)

Total, December 31, 2008 (refined)	$	10,447
Accretion		(2,606	)
Reclassification from nonaccretable difference for loans with improving cash flows		441
Changes in expected cash flows that do not affect nonaccretable difference (1)		6,277

Total, December 31, 2009		14,559
Accretion		(1,329	)
Reclassification from nonaccretable difference for loans with improving cash flows		2,595
Changes in expected cash flows that do not affect nonaccretable difference (1)		(740	)

Total, June 30, 2010	$	15,085



Total, March 31, 2010	$	15,803
Accretion		(643	)
Reclassification from nonaccretable difference for loans with improving cash flows		1,927
Changes in expected cash flows that do not affect nonaccretable difference (1)		(2,002	)

Total, June 30, 2010	$	15,085


(1)		Represents changes in interest cash flows due to the impact of modifications incorporated into the quarterly assessment of expected future cash flows and/or changes in interest rates on variable rate PCI loans.

When it is estimated that the expected cash flows have decreased subsequent to acquisition for a PCI loan or pool of loans, an allowance is established and a provision for additional loss is recorded as a charge to income. The following table summarizes the changes in allowance for PCI loan losses.



	Commercial		,
	CRE and					Other
(in millions)	foreign			Pick-a-Pay		consumer			Total

Balance, December 31, 2008	$	—			—		—			—
Provision for losses due to credit deterioration		850			—		3			853
Charge-offs		(520	)		—		—			(520	)

Balance, December 31, 2009		330			—		3			333
Provision for losses due to credit deterioration		376			—		26			402
Charge-offs		(500	)		—		(10	)		(510	)

Balance, June 30, 2010	$	206			—		19			225



Balance at March 31, 2010	$	231			—		16			247
Provision for losses due to credit deterioration		224			—		13			237
Charge-offs		(249	)		—		(10	)		(259	)

Balance at June 30, 2010	$	206			—		19			225

6. OTHER ASSETS

The components of other assets were:



	June 30		,	Dec. 31		,
(in millions)	2010			2009

Nonmarketable equity investments:
Cost method:
Private equity investments	$	3,769			3,808
Federal bank stock		6,024			5,985

Total cost method		9,793			9,793
Equity method		6,144			5,138
Principal investments (1)		360			1,423

Total nonmarketable equity investments		16,297			16,354
Corporate/bank-owned life insurance		19,653			19,515
Accounts receivable		18,190			20,565
Interest receivable		5,219			5,946
Core deposit intangibles		9,839			10,774
Customer relationship and other amortized intangibles		2,014			2,154
Net deferred tax assets		306			3,212
Foreclosed assets:
GNMA loans (2)		1,344			960
Other		3,650			2,199
Operating lease assets		1,870			2,395
Due from customers on acceptances		481			810
Other		16,594			19,296

Total other assets	$	95,457			104,180


(1)		Principal investments are recorded at fair value with realized and unrealized gains (losses) included in net gains (losses) from equity investments in the income statement.
(2)		Consistent with regulatory reporting requirements, foreclosed assets include foreclosed real estate securing GNMA loans. Both principal and interest for GNMA loans secured by the foreclosed real estate are collectible because the GNMA loans are insured by the FHA or guaranteed by the VA.

Income related to nonmarketable equity investments was:



	Quarter ended June 30					,	Six months ended June 30					,
(in millions)	2010			2009			2010			2009

Net gains (losses) from:
Private equity investments	$	155			(71	)		154			(291	)
Principal investments		12			(7	)		21			(15	)
All other nonmarketable equity investments		(21	)		(94	)		(38	)		(143	)

Net gains (losses) from nonmarketable equity investments	$	146			(172	)		137			(449	)

7. SECURITIZATIONS AND VARIABLE INTEREST ENTITIES

Involvement with SPEs

In the normal course of business, we enter into various types of on- and off-balance sheet transactions with special purpose entities (SPEs), which are corporations, trusts or partnerships that are established for a limited purpose. Historically, the majority of SPEs were formed in connection with securitization transactions. In a securitization transaction, assets from our balance sheet are transferred to an SPE, which then issues to investors various forms of interests in those assets and may also enter into derivative transactions. In a securitization transaction, we typically receive cash and/or other interests in an SPE as proceeds for the assets we transfer. Also, in certain transactions, we may retain the right to service the transferred receivables and to repurchase those receivables from the SPE if the outstanding balance of the receivables falls to a level where the cost exceeds the benefits of servicing such receivables. In addition, we may purchase the right to service loans in an SPE that were transferred to the SPE by a third party.

In connection with our securitization activities, we have various forms of ongoing involvement with SPEs, which may include:

•		underwriting securities issued by SPEs and subsequently making markets in those securities;
•		providing liquidity facilities to support short-term obligations of SPEs issued to third party investors;
•		providing credit enhancement on securities issued by SPEs or market value guarantees of assets held by SPEs through the use of letters of credit, financial guarantees, credit default swaps and total return swaps;
•		entering into other derivative contracts with SPEs;
•		holding senior or subordinated interests in SPEs;
•		acting as servicer or investment manager for SPEs; and
•		providing administrative or trustee services to SPEs.

SPEs are generally considered variable interest entities (VIEs). A VIE is an entity that has either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support or whose equity investors lack the characteristics of a controlling financial interest. Under existing accounting guidance, a VIE is consolidated by its primary beneficiary, the party that has both the power to direct the activities that most significantly impact the VIE and a variable interest that could potentially be significant to the VIE. A variable interest is a contractual, ownership or other interest that changes with changes in the fair value of the VIE’s net assets. To determine whether or not a variable interest we hold could potentially be significant to the VIE, we consider both qualitative and quantitative factors regarding the nature, size and form of our involvement with the VIE. In accordance with existing accounting guidance, we assess whether or not we are the primary beneficiary of a VIE on an on-going basis.

The classifications of assets and liabilities in our balance sheet associated with our transactions with VIEs follow:



					Transfers that
	VIEs that we		VIEs		we account
	do not		that we		for as secured
(in millions)	consolidate		consolidate		borrowings		Total

June 30, 2010
Cash	$	—		379		444		823
Trading assets		5,351		93		33		5,477
Securities available for sale (1)		25,728		2,596		7,191		35,515
Loans		12,274		20,560		1,703		34,537
Mortgage servicing rights		12,009		—		—		12,009
Other assets		3,418		2,368		91		5,877

Total assets		58,780		25,996		9,462		94,238

Short-term borrowings (2)		—		4,743		6,755		11,498
Accrued expenses and other liabilities (2)		3,037		752		19		3,808
Long-term debt (2)		—		10,432		1,800		12,232

Total liabilities		3,037		15,927		8,574		27,538

Noncontrolling interests		—		56		—		56

Net assets	$	55,743		10,013		888		66,644

December 31, 2009
Cash	$	—		273		328		601
Trading assets		6,097		77		35		6,209
Securities available for sale (1)		35,186		1,794		7,126		44,106
Loans		15,698		561		2,007		18,266
Mortgage servicing rights		16,233		—		—		16,233
Other assets		5,604		2,595		68		8,267

Total assets		78,818		5,300		9,564		93,682

Short-term borrowings		—		351		1,996		2,347
Accrued expenses and other liabilities		3,352		708		4,864		8,924
Long-term debt		—		1,448		1,938		3,386

Total liabilities		3,352		2,507		8,798		14,657

Noncontrolling interests		—		68		—		68

Net assets	$	75,466		2,725		766		78,957


(1)		Excludes certain debt securities related to loans serviced for the Federal National Mortgage Association (FNMA), Federal Home Loan Mortgage Corporation (FHLMC) and GNMA.
(2)		Includes the following VIE liabilities at June 30, 2010, with recourse to the general credit of Wells Fargo: Short-term borrowings, $4.4 billion; Accrued expenses and other liabilities, $92 million; and Long-term debt, $163 million.

Transactions with Unconsolidated VIEs

Our transactions with VIEs include securitizations of consumer loans, commercial real estate loans, student loans, auto loans and municipal bonds; investment and financing activities involving CDOs backed by asset-backed and commercial real estate (CRE) securities, collateralized loan obligations (CLOs) backed by corporate loans or bonds, and other types of structured financing. We have various forms of involvement with VIEs, including holding senior or subordinated interests, entering into liquidity arrangements, credit default swaps and other derivative contracts. These involvements with unconsolidated VIEs are recorded on our balance sheet primarily in trading assets, securities available for sale, loans, MSRs, other assets and other liabilities, as appropriate.

The following tables provide a summary of unconsolidated VIEs with which we have significant continuing involvement. The balances presented for June 30, 2010, represent our unconsolidated VIEs for which we consider our involvement to be significant. The balances presented for December 31, 2009, include unconsolidated VIEs with which we have continuing involvement that we no longer consider

significant. Accordingly, we have excluded these transactions from the balances presented for June 30, 2010. We have refined our definition of significant continuing involvement in accordance with consolidation accounting guidance to exclude unconsolidated VIEs when our continuing involvement relates to third-party sponsored VIEs for which we were not the transferor, and unconsolidated VIEs for which we were the sponsor but do not have any other significant continuing involvement.

Significant continuing involvement includes transactions where we were the sponsor or transferor and have other significant forms of involvement. Sponsorship includes transactions with unconsolidated VIEs where we solely or materially participated in the initial design or structuring of the entity or marketing of the transaction to investors. When we transfer assets to a VIE and account for the transfer as a sale, we are considered the transferor. We consider investments in securities held outside of trading, loans, guarantees, liquidity agreements, written options and servicing of collateral to be other forms of involvement that may be significant. We have excluded certain transactions with unconsolidated VIEs from the June 30, 2010, balances presented in the table below where we have determined that our continuing involvement is not significant due to the temporary nature and size of our variable interests, because we were not the transferor or because we were not involved in the design or operations of the unconsolidated VIEs.

Other

Total

Debt and

commitments

VIE

equity

Servicing

and

Net

(in millions)

assets (1)

interests (2)

assets

Derivatives

guarantees

assets

June 30, 2010

Carrying value - asset (liability)

Residential mortgage loan securitizations (3):

Conforming

1,080,550

5,317

10,823

—

(999

)

15,141

Other/nonconforming

90,599

3,753

511

(11

)

4,263

Commercial mortgage securitizations

204,793

5,182

629

320

—

6,131

Collateralized debt obligations:

Debt securities

20,088

1,508

—

941

—

2,449

Loans (4)

9,882

9,639

—

9,639

Asset-based finance structures

13,146

7,488

—

(99

)

—

7,389

Tax credit structures

20,026

3,198

—

(587

)

2,611

Collateralized loan obligations

13,996

2,751

—

2,799

Investment funds

14,027

1,335

—

1,335

Other (5)

18,905

3,356

588

)

3,986

Total

1,486,012

43,527

12,009

1,808

(1,601

)

55,743

Maximum exposure to loss

Residential mortgage loan securitizations (3):

Conforming

5,317

10,823

—

4,233

20,373

Other/nonconforming

3,753

511

4,301

Commercial mortgage securitizations

5,182

629

575

—

6,386

Collateralized debt obligation:

Debt securities

1,508

—

3,060

4,580

Loans (4)

9,639

—

9,639

Asset-based finance structures

7,488

—

1,476

9,063

Tax credit structures

3,198

—

3,199

Collateralized loan obligations

2,751

—

492

3,291

Investment funds

1,335

—

176

1,511

Other (5)

3,356

1,384

852

5,638

Total

43,527

12,009

5,176

7,269

67,981

(continued on following page)

(continued from previous page)



										Other
	Total		Debt and							commitments
	VIE		equity		Servicing					and			Net
(in millions)	assets (1)		interests (2)		assets		Derivatives			guarantees			assets
December 31, 2009
			Carrying value - asset (liability)
Residential mortgage loan securitizations (3):
Conforming	$	1,150,515		5,846		13,949		—			(869	)		18,926
Other/nonconforming		251,850		11,683		1,538		16			(15	)		13,222
Commercial mortgage securitizations		345,561		3,760		696		489			—			4,945
Collateralized debt obligations:
Debt securities		45,684		3,024		—		1,746			—			4,770
Loans (4)		10,215		9,964		—		—			—			9,964
Multi-seller commercial paper conduit		5,160		—		—		—			—			—
Asset-based finance structures		17,467		10,187		—		(72	)		(248	)		9,867
Tax credit structures		27,537		4,659		—		—			(653	)		4,006
Collateralized loan obligations		23,830		3,602		—		64			—			3,666
Investment funds		84,642		1,831		—		—			(129	)		1,702
Other (5)		23,538		3,626		50		1,015			(293	)		4,398

Total	$	1,985,999		58,182		16,233		3,258			(2,207	)		75,466


			Maximum exposure to loss
Residential mortgage loan securitizations (3):
Conforming			$	5,846		13,949		—			4,567			24,362
Other/nonconforming				11,683		1,538		30			218			13,469
Commercial mortgage securitizations				3,760		696		766			—			5,222
Collateralized debt obligations:
Debt securities				3,024		—		3,586			33			6,643
Loans (4)				9,964		—		—			—			9,964
Multi-seller commercial paper conduit				—		—		5,263			—			5,263
Asset-based finance structures				10,187		—		72			968			11,227
Tax credit structures				4,659		—		—			4			4,663
Collateralized loan obligations				3,702		—		64			473			4,239
Investment funds				2,331		—		500			89			2,920
Other (5)				3,626		50		1,818			1,774			7,268

Total			$	58,782		16,233		12,099			8,126			95,240


(1)		Represents the remaining principal balance of assets held by unconsolidated VIEs using the most current information available. For VIEs that obtain exposure to assets synthetically through derivative instruments, the remaining notional amount of the derivative is included in the asset balance. The multi-seller commercial paper conduit was consolidated in first quarter 2010.
(2)		Excludes certain debt securities held related to loans serviced for FNMA, FHLMC and GNMA.
(3)		Conforming residential mortgage loan securitizations are those that are guaranteed by GSEs. Other commitments and guarantees include amounts related to loans sold that we may be required to repurchase, or otherwise indemnify or reimburse the investor or insurer for losses incurred, due to material breach of contractual representations and warranties. The maximum exposure to loss for material breach of contractual representations and warranties represents a stressed case estimate we utilize for determining stressed case regulatory capital needs. Total VIE assets at December 31, 2009, includes $20.9 billion of nonconforming residential mortgage securitizations that were consolidated in first quarter 2010.
(4)		Represents senior loans to trusts that are collateralized by asset-backed securities. The trusts invest in senior tranches from a diversified pool of primarily U.S. asset securitizations, of which all are current, and over 95% were rated as investment grade by the primary rating agencies at June 30, 2010. These senior loans were acquired in the Wachovia business combination and are accounted for at amortized cost as initially determined under purchase accounting and are subject to the Company’s allowance and credit charge-off policies.
(5)		Includes student loan securitizations, auto loan securitizations and credit-linked note structures. Also contains investments in auction rate securities (ARS) issued by VIEs that we do not sponsor and, accordingly, are unable to obtain the total assets of the entity.

In the tables above and on the previous page, “Total VIE assets” represents the total assets of unconsolidated VIEs. “Carrying value” is the amount in our consolidated balance sheet related to our involvement with the unconsolidated VIEs. “Maximum exposure to loss” from our involvement with off-balance sheet entities, which is a required disclosure under GAAP, is determined as the carrying value of our involvement with off-balance sheet (unconsolidated) VIEs plus the remaining undrawn liquidity and lending commitments, the notional amount of net written derivative contracts, and generally the notional amount of, or stressed loss estimate for, other commitments and guarantees. It represents estimated loss that would be incurred under severe, hypothetical circumstances, for which we believe the possibility is extremely remote, such as where the value of our interests and any associated collateral declines to zero, without any consideration of recovery or offset from any economic hedges. Accordingly, this required disclosure is not an indication of expected loss.

Residential mortgage loans
Residential mortgage loan securitizations are financed through the issuance of fixed- or floating-rate-asset-backed-securities, which are collateralized by the loans transferred to a VIE. We typically transfer loans we originated to these VIEs, account for the transfers as sales, retain the right to service the loans and may hold other beneficial interests issued by the VIEs. We also may be exposed to limited liability related to recourse agreements and repurchase agreements we make to our issuers and purchasers, which are included in other commitments and guarantees. In certain instances, we may service residential mortgage loan securitizations structured by third parties whose loans we did not originate or transfer. Our residential mortgage loan securitizations consist of conforming and nonconforming securitizations. Conforming residential mortgage loan securitizations are those that are guaranteed by GSEs, including GNMA. We do not consolidate our conforming residential mortgage loan securitizations because we do not have power over the VIEs. The loans sold to the VIEs in nonconforming residential mortgage loan securitizations are those that do not qualify for a GSE guarantee. We do not consolidate the nonconforming residential mortgage loan securitizations included in the table because we do not have a variable interest that could potentially be significant or we do not have power to direct the activities that most significantly impact the performance of the VIE.

Commercial mortgage loan securitizations
Commercial mortgage loan securitizations are financed through the issuance of fixed- or floating-rate-asset-backed-securities, which are collateralized by the loans transferred to the VIE. In a typical securitization, we may transfer loans we originate to these VIEs, account for the transfers as sales, retain the right to service the loans and may hold other beneficial interests issued by the VIEs. In certain instances, we may service commercial mortgage loan securitizations structured by third parties whose loans we did not originate or transfer. We typically serve as primary or master servicer of these VIEs. The primary or master servicer in a commercial mortgage loan securitization typically cannot make the most significant decisions impacting the performance of the VIE and therefore does not have power over the VIE. We do not consolidate the commercial mortgage loan securitizations included in the disclosure because we either do not have power or do not have a significant variable interest.

We have not transferred loans to or sponsored a commercial mortgage loan securitization since the credit market disruption began in late 2007. However, we have involvement with transactions established prior to 2008 in the form of servicing or holding other beneficial interests issued by the VIEs.

Collateralized debt obligations (CDOs)
A CDO is a securitization where an SPE purchases a pool of assets consisting of asset-backed securities and issues multiple tranches of equity or notes to investors. In some transactions, a portion of the assets are obtained synthetically through the use of derivatives such as credit default swaps or total return swaps.

Prior to 2008, we engaged in the structuring of CDOs on behalf of third party asset managers who would select and manage the assets for the CDO. Typically, the asset manager has some discretion to manage the sale of assets of, or derivatives used by the CDO, which generally gives the asset manager the power over the CDO. We have not structured these types of transactions since the credit market disruption began in late 2007.

In addition to our role as arranger we may have other forms of involvement with these transactions, including transactions established prior to 2008. Such involvement may include acting as liquidity provider, derivative counterparty, secondary market maker or investor. For certain transactions, we may also act as the collateral manager or servicer. We receive fees in connection with our role as collateral manager or servicer.

We assess whether we are the primary beneficiary of CDOs based on our role in the transaction in combination with the variable interests we hold. Subsequently, we monitor our ongoing involvement in these transactions to determine if the nature of our involvement has changed. We are not the primary beneficiary of these transactions in most cases because we do not act as the collateral manager or servicer, which generally denotes power. In cases where we are the collateral manager or servicer, we are not the primary beneficiary because we do not hold interests that could potentially be significant to the VIE.

Collateralized loan obligations (CLOs)
A CLO is a securitization where an SPE purchases a pool of assets consisting of loans and issues multiple tranches of equity or notes to investors. Generally, CLOs are structured on behalf of a third party asset manager that typically selects and manages the assets for the term of the CLO. Typically, the asset manager has the power over the significant decisions of the VIE through its discretion to manage the assets of the CLO. We assess whether we are the primary beneficiary of CLOs based on our role in the transaction and the variable interests we hold. In most cases, we are not the primary beneficiary of these transactions because we do not have the power to manage the collateral in the VIE.

In addition to our role as arranger, we may have other forms of involvement with these transactions. Such involvement may include acting as underwriter, derivative counterparty, secondary market maker or investor. For certain transactions, we may also act as the servicer, for which we receive fees in connection with that role. We also earn fees for arranging these transactions and distributing the securities.

Asset-based finance structures
We engage in various forms of structured finance arrangements with VIEs that are collateralized by various asset classes including energy contracts, auto and other transportation leases, intellectual property, equipment and general corporate credit. We typically provide senior financing, and may act as an interest rate swap or commodity derivative counterparty when necessary. In most cases, we are not the primary beneficiary of these structures because we do not have power over the significant activities of the VIEs involved in these transactions.

For example, we had investments in asset-backed securities that were collateralized by auto leases or loans and cash reserves. These fixed-rate and variable-rate securities are underwritten by us and have been structured as single-tranche, fully amortizing, unrated bonds that are equivalent to investment-grade securities due to their significant overcollateralization. The securities are issued by SPEs that have been formed by third party auto financing institutions primarily because they require a source of liquidity to fund ongoing vehicle sales operations. The third party auto financing institutions manage the collateral in the VIEs, which is indicative of power in these transactions and we therefore do not consolidate these VIEs.

Tax credit structures
We co-sponsor and make investments in affordable housing and sustainable energy projects that are designed to generate a return primarily through the realization of federal tax credits. In some instances, our investments in these structures may require that we fund future capital commitments at the discretion of the project sponsors. While the size of our investment in a single entity may at times exceed 50% of the outstanding equity interests, we do not consolidate these structures due to the project sponsor’s ability to manage the projects, which is indicative of power in these transactions.

Investment funds
At June 30, 2010, we had investments of $1.3 billion and lending arrangements of $18 million with certain funds managed by one of our majority owned subsidiaries compared with investments of $1.3 billion and lending arrangements of $20 million at December 31, 2009. In addition, we also provide a default protection agreement to a third party lender to one of these funds. Our involvement in these funds is either senior or of equal priority to third party investors. We do not consolidate the investment funds because we do not absorb the majority of the expected future variability associated with the funds’ assets, including variability associated with credit, interest rate and liquidity risks.

Other transactions with VIEs
In August 2008, Wachovia reached an agreement to purchase at par auction rate securities (ARS) that were sold to third-party investors by certain of its subsidiaries. ARS are debt instruments with long-term maturities, but which re-price more frequently. All remaining ARS issued by VIEs subject to the agreement were redeemed. At June 30, 2010, we held in our securities available-for-sale portfolio $1.9 billion of ARS issued by VIEs redeemed pursuant to this agreement, compared with $3.2 billion at December 31, 2009.

On November 18, 2009, we reached agreements to purchase additional ARS from eligible investors who bought ARS through one of our broker-dealer subsidiaries. As of June 30, 2010, we had redeemed substantially all of these securities. As of June 30, 2010, we held in our securities available-for-sale portfolio $967 million of ARS issued by VIEs redeemed pursuant to this agreement. No securities had been redeemed related to this agreement at December 31, 2009.

We do not consolidate the VIEs that issued the ARS because we do not have power over the activities of the VIEs.

Trust preferred securities
In addition to the involvements disclosed in the following table, we had $19.0 billion of debt financing through the issuance of trust preferred securities at June 30, 2010. In these transactions, VIEs that we wholly own issue preferred equity or debt securities to third party investors. All of the proceeds of the issuance are invested in debt securities that we issue to the VIEs. In certain instances, we may provide liquidity to third party investors that purchase long-term securities that re-price frequently issued by VIEs. The VIEs’ operations and cash flows relate only to the issuance, administration and repayment of the securities held by third parties. We do not consolidate these VIEs because the sole assets of the VIEs are receivables from us. This is the case even though we own all of the voting equity shares of the VIEs, have fully guaranteed the obligations of the VIEs and may have the right to redeem the third party securities under certain circumstances. We report the debt securities that we issue to the VIEs as long-term debt in our consolidated balance sheet.

Securitization activity
We use VIEs to securitize consumer and CRE loans and other types of financial assets, including student loans, auto loans and municipal bonds. We typically retain the servicing rights from these sales and may continue to hold other beneficial interests in the VIEs. We may also provide liquidity to investors in the beneficial interests and credit enhancements in the form of standby letters of credit. Through these securitizations we may be exposed to liability under limited amounts of recourse as well as standard representations and warranties we make to purchasers and issuers.

We recognized net gains of $6 million and $8 million from transfers accounted for as sales of financial assets in securitizations in the second quarter and first half of 2010, respectively, and net losses of $1 million and $5 million, respectively, in the same periods of 2009. Additionally, we had the following cash flows with our securitization trusts that were involved in transfers accounted for as sales.



	2010				2009
			Other				Other
	Mortgage		financial		Mortgage		financial
(in millions)	loans		assets		loans		assets

Quarter ended June 30,
Sales proceeds from securitizations (1)	$	81,435		—		120,167		—
Servicing fees		1,057		9		1,084		5
Other interests held		445		132		646		20
Purchases of delinquent assets		10		—		11		—
Net servicing advances		10		—		67		—

Six months ended June 30,
Sales proceeds from securitizations (1)	$	163,757		—		201,345		—
Servicing fees		2,097		18		2,084		23
Other interests held		852		244		1,163		35
Purchases of delinquent assets		10		—		24		—
Net servicing advances		29		—		129		—


(1)		Represents cash flow data for all loans securitized in the periods presented.

Second quarter and first half 2010 sales with continuing involvement predominantly relate to conforming residential mortgage securitizations. During the second quarter and first half of 2010 we transferred $82.3 billion and $165.7 billion, respectively, in conforming residential mortgages to unconsolidated VIEs and recorded the transfers as sales. These transfers did not result in a gain or loss because the loans are already carried at fair value. In connection with these transfers, we recorded a $2.0 billion servicing asset and an $80 million liability for repurchase reserves, which are both measured at fair value using a Level 3 measurement technique.

We used the following key assumptions to measure mortgage servicing assets at the date of securitization:



	Quarter ended June 30					,	Six months ended June 30				,
	2010			2009			2010		2009

Prepayment speed assumption (annual CPR(1))		13.6	%		10.4			13.0		11.3
Expected weighted-average life (in years)		5.4			6.8			5.6		6.5
Discount rate assumption		8.0	%		8.8			8.2		8.9


(1)		Constant prepayment rate.

Key economic assumptions and the sensitivity of the current fair value to immediate adverse changes in those assumptions at June 30, 2010, for residential and commercial mortgage servicing rights, and other interests held related primarily to residential mortgage loan securitizations are presented in the following table. The information presented excludes trading positions held in inventory.



				Other interests held (1)
	Mortgage			Interest-
	servicing			only		Subordinated			Senior
(in millions)	rights			strips		bonds (2)			bonds (3)

Fair value of interests held at June 30, 2010	$	14,556			208		49			480
Expected weighted-average life (in years)		4.8			4.4		8.9			6.8
Prepayment speed assumption (annual CPR)		15.2	%		15.0		4.1			9.4
Decrease in fair value from:
10% adverse change	$	781			10		7			2
25% adverse change		1,830			20		7			6
Discount rate assumption		8.6	%		16.1		7.2			7.5
Decrease in fair value from:
100 basis point increase	$	633			8		10			21
200 basis point increase		1,214			13		12			41
Credit loss assumption							0.5	%		3.2
Decrease in fair value from:
10% higher losses						$	7			1
25% higher losses							7			2


(1)		Excludes securities retained in securitizations issued through GSEs such as FNMA, FHLMC and GNMA because we do not believe the value of these securities would be materially affected by the adverse changes in assumptions noted in the table. These GSE securities and other interests held presented in this table are included in debt and equity interests in our disclosure of our involvements with VIEs shown in the first two tables in this Note.
(2)		Subordinated interests include only those bonds whose credit rating was below AAA by a major rating agency at issuance.
(3)		Senior interests include only those bonds whose credit rating was AAA by a major rating agency at issuance.

In addition to the interests included in the table above, we have also recorded a reserve for mortgage loan repurchase losses, which is included in other commitments and guarantees related to unconsolidated VIEs. The key economic assumptions and the sensitivity of the reserve to immediate adverse changes in these assumptions at June 30, 2010, for the reserve for mortgage loan repurchase losses are presented in the following table:



	Mortgage
	repurchase
(in millions)	reserve

Reserve for mortgage loan repurchase losses held at June 30, 2010	$	1,375
Credit loss assumption		42.0	%
Decrease in reserve from:
10% higher losses	$	139
25% higher losses		347
Repurchase rate assumption		0.5	%
Decrease in reserve from:
10% higher losses	$	120
25% higher losses		299

The sensitivities in the tables above are hypothetical and caution should be exercised when relying on this data. Changes in value based on variations in assumptions generally cannot be extrapolated because the relationship of the change in the assumption to the change in value may not be linear. Also, the effect of a variation in a particular assumption on the value of the other interests held is calculated independently without changing any other assumptions. In reality, changes in one factor may result in changes in others (for example, changes in prepayment speed estimates could result in changes in the credit losses), which might magnify or counteract the sensitivities.

The table below presents information about the principal balances of off-balance sheet securitized loans.



													Net charge-offs
													(recoveries) (3)
	Total loans (1)						Delinquent loans (2) (3)						Six months ended
	June 30		,	Dec. 31		,	June 30		,	Dec. 31		,	June 30				,
(in millions)	2010			2009			2010			2009			2010		2009

Commercial and commercial real estate:
Commercial	$	4			78			—			65			—		—
Real estate mortgage		218,494			221,516			15,314			7,208			143		108

Total commercial and commercial real estate		218,498			221,594			15,314			7,273			143		108

Consumer:
Real estate 1-4 family first mortgage		1,111,507			1,062,938			6,034			7,501			696		1,287
Real estate 1-4 family junior lien mortgage		2			3,292			—			76			—		54
Other revolving credit and installment		82			5,104			6			100			—		107

Total consumer		1,111,591			1,071,334			6,040			7,677			696		1,448

Total off-balance sheet securitized loans	$	1,330,089			1,292,928		$	21,354			14,950			839		1,556


(1)		Represents off-balance sheet loans that have been securitized and includes residential mortgages sold to FNMA, FHLMC and GNMA and securitizations where servicing is our only form of continuing involvement.
(2)		Delinquent loans are 90 days or more past due and still accruing interest as well as nonaccrual loans.
(3)		Delinquent loans and net charge-offs exclude loans sold to FNMA, FHLMC and GNMA. We continue to service the loans and would only experience a loss if required to repurchase a delinquent loan due to a breach in original representations and warranties associated with our underwriting standards.

Transactions with Consolidated VIEs

A summary of our transactions with VIEs accounted for as secured borrowings and involvements with consolidated VIEs follows:



			Carrying value (1)
	Total				Third
	VIE		Consolidated		party			Noncontrolling			Net
(in millions)	assets		assets (2)		liabilities			interests			assets

June 30, 2010
Secured borrowings:
Municipal tender option bond securitizations	$	9,540		7,243		(6,763	)		—			480
Auto loan securitizations		211		210		(56	)		—			154
Commercial real estate loans		1,316		1,316		(1,275	)		—			41
Residential mortgage securitizations		791		693		(480	)		—			213

Total secured borrowings		11,858		9,462		(8,574	)		—			888

Consolidated VIEs:
Nonconforming residential mortgage loan securitizations		17,211		16,400		(8,229	)		—			8,171
Multi-seller commercial paper conduit		4,383		4,233		(4,328	)		—			(95	)
Auto loan securitizations		1,575		1,574		(1,558	)		—			16
Structured asset finance		153		153		(31	)		(11	)		111
Investment funds		2,239		2,056		(609	)		(30	)		1,417
Other		1,583		1,580		(1,172	)		(15	)		393

Total consolidated VIEs		27,144		25,996		(15,927	)		(56	)		10,013

Total secured borrowings and consolidated VIEs	$	39,002		35,458		(24,501	)		(56	)		10,901

December 31, 2009
Secured borrowings:
Municipal tender option bond securitizations (3)	$	9,649		7,189		(6,856	)		—			333
Auto loan securitizations		274		274		(121	)		—			153
Commercial real estate loans		1,309		1,309		(1,269	)		—			40
Residential mortgage securitizations		901		792		(552	)		—			240

Total secured borrowings		12,133		9,564		(8,798	)		—			766

Consolidated VIEs:
Structured asset finance		2,791		1,074		(1,088	)		(10	)		(24	)
Investment funds		2,257		2,245		(271	)		(33	)		1,941
Other		2,697		1,981		(1,148	)		(25	)		808

Total consolidated VIEs		7,745		5,300		(2,507	)		(68	)		2,725

Total secured borrowings and consolidated VIEs	$	19,878		14,864		(11,305	)		(68	)		3,491


(1)		Total assets may differ from consolidated assets due to the different measurement methods used depending on the assets’ classifications.
(2)		Amounts disclosed in the consolidated balance sheet presentation are limited to VIE assets that can only be used to settle the liabilities of those VIEs.
(3)		Balances have been revised to conform with current period presentation.

In addition to the transactions included in the table above, we have issued approximately $6.0 billion of private placement debt financing through a consolidated VIE. The issuance is classified as long-term debt in our consolidated financial statements. We have pledged approximately $6.0 billion in loans, $562 million in securities available for sale and $38 million in cash and cash equivalents to collateralize the VIE’s borrowings. Such assets were not transferred to the VIE and accordingly we have excluded the VIE from the previous table.

We have raised financing through the securitization of certain financial assets in transactions with VIEs accounted for as secured borrowings. We also consolidate VIEs where we are the primary beneficiary. In certain transactions other than the multi-seller commercial paper conduit, we provide contractual support in the form of limited recourse and liquidity to facilitate the remarketing of short-term securities issued to third party investors. Other than this limited contractual support, the assets of the VIEs are the sole source of repayment of the securities held by third parties. The liquidity support we provide to the multi-seller commercial paper conduit ensures timely repayment of commercial paper issued by the conduit and is described further on the following page.

Nonconforming residential mortgage loan securitizations
We have consolidated certain of our nonconforming residential mortgage loan securitizations in accordance with consolidation accounting guidance. We have determined we are the primary beneficiary of these securitizations because we have the power to direct the most significant activities of the entity through our role as primary servicer and also hold variable interests that we have determined to be significant. The nature of our variable interests in these entities may include beneficial interests issued by the VIE, mortgage servicing rights and recourse or repurchase reserve liabilities.

Multi-seller commercial paper conduit
We administer a multi-seller asset-based commercial paper (ABCP) conduit that finances certain client transactions. This conduit is a bankruptcy remote entity that makes loans to, or purchases certificated interests, generally from SPEs, established by our clients (sellers) and which are secured by pools of financial assets. The conduit funds itself through the issuance of highly rated commercial paper to third party investors. The primary source of repayment of the commercial paper is the cash flows from the conduit’s assets or the re-issuance of commercial paper upon maturity. The conduit’s assets are structured with deal-specific credit enhancements generally in the form of overcollateralization provided by the seller, but may also include subordinated interests, cash reserve accounts, third party credit support facilities and excess spread capture. The timely repayment of the commercial paper is further supported by asset-specific liquidity facilities in the form of liquidity asset purchase agreements that we provide. Each facility is equal to 102% of the conduit’s funding commitment to a client. The aggregate amount of liquidity must be equal to or greater than all the commercial paper issued by the conduit. At the discretion of the administrator, we may be required to purchase assets from the conduit at par value plus accrued interest or discount on the related commercial paper, including situations where the conduit is unable to issue commercial paper. Par value may be different from fair value.

We receive fees in connection with our role as administrator and liquidity provider. We may also receive fees related to the structuring of the conduit’s transactions. In first quarter 2010, the conduit terminated its subordinated note to a third party investor and repaid all amounts due under the terms of the note agreement. We incurred a loss on the termination of the subordinated note of $16 million. We are the primary beneficiary of the conduit because we have power over the significant activities of the conduit and have a significant variable interest due to our liquidity arrangement.

8. MORTGAGE BANKING ACTIVITIES

Mortgage banking activities, included in the Community Banking and Wholesale Banking operating segments, consist of residential and commercial mortgage originations and servicing.

The changes in residential MSRs measured using the fair value method were:



	Quarter ended June 30					,	Six months ended June 30					,
(in millions)	2010			2009			2010			2009

Fair value, beginning of period	$	15,544			12,391			16,004			14,714
Adjustments from adoption of consolidation accounting guidance		—			—			(118	)		—
Acquired from Wachovia (1)		—			—			—			34
Servicing from securitizations or asset transfers		943			2,081			1,997			3,528

Net additions		943			2,081			1,879			3,562

Changes in fair value:
Due to changes in valuation model inputs or assumptions (2)		(2,661	)		2,316			(3,438	)		(508	)
Other changes in fair value (3)		(575	)		(1,098	)		(1,194	)		(2,078	)

Total changes in fair value		(3,236	)		1,218			(4,632	)		(2,586	)

Fair value, end of period	$	13,251			15,690			13,251			15,690


(1)		Reflects refinements to initial purchase accounting adjustments.
(2)		Principally reflects changes in discount rates and prepayment speed assumptions, mostly due to changes in interest rates.
(3)		Represents changes due to collection/realization of expected cash flows over time.

The changes in amortized commercial MSRs were:



	Quarter ended June 30					,	Six months ended June 30					,
(in millions)	2010			2009			2010			2009

Balance, beginning of period	$	1,069			1,257			1,119			1,446
Adjustments from adoption of consolidation accounting guidance		—			—			(5	)		—
Purchases (1)		7			6			8			10
Acquired from Wachovia (2)		—			(8	)		—			(135	)
Servicing from securitizations or asset transfers (1)		17			18			28			22
Amortization		(56	)		(68	)		(113	)		(138	)

Balance, end of period (3)	$	1,037			1,205			1,037			1,205

Fair value of amortized MSRs:
Beginning of period	$	1,283			1,392			1,261			1,555
End of period		1,307			1,311			1,307			1,311


(1)		Based on June 30, 2010, assumptions, the weighted-average amortization period for MSRs added during the second quarter and six months ended June 30, 2010, was approximately 16.5 and 17.4 years, respectively.
(2)		Reflects refinements to initial purchase accounting adjustments.
(3)		There was no valuation allowance recorded for the periods presented. Commercial MSRs are evaluated for impairment purposes by the following asset classes: agency and non-agency commercial mortgage-backed securities (MBS), and loans.

We present the components of our managed servicing portfolio in the table below at unpaid principal balance for loans serviced and subserviced for others and at book value for owned loans serviced.



	June 30		,	Dec. 31		,
(in billions)	2010			2009

Residential mortgage servicing:
Serviced for others	$	1,437			1,422
Owned loans serviced		365			364
Subservicing		10			10

Total residential servicing		1,812			1,796

Commercial mortgage servicing:
Serviced for others		441			454
Owned loans serviced		100			105
Subservicing		10			10

Total commercial servicing		551			569

Total managed servicing portfolio	$	2,363			2,365

Total serviced for others	$	1,878			1,876
Ratio of MSRs to related loans serviced for others		0.76	%		0.91

The components of mortgage banking noninterest income were:



	Quarter ended June 30					,	Six months ended June 30					,
(in millions)	2010			2009			2010			2009

Servicing income, net:
Servicing fees	$	1,223			951			2,276			2,032
Changes in fair value of residential MSRs:
Due to changes in valuation model inputs or assumptions (1)		(2,661	)		2,316			(3,438	)		(508	)
Other changes in fair value (2)		(575	)		(1,098	)		(1,194	)		(2,078	)

Total changes in fair value of residential MSRs		(3,236	)		1,218			(4,632	)		(2,586	)
Amortization		(56	)		(68	)		(113	)		(138	)
Net derivative gains (losses) from economic hedges (3)		3,287			(1,285	)		5,053			2,414

Total servicing income, net		1,218			816			2,584			1,722

Net gains on mortgage loan origination/sales activities		793			2,230			1,897			3,828

Total mortgage banking noninterest income	$	2,011			3,046			4,481			5,550

Market-related valuation changes to MSRs, net of hedge results (1)+(3)	$	626			1,031			1,615			1,906


(1)		Principally reflects changes in discount rates and prepayment speed assumptions, mostly due to changes in interest rates.
(2)		Represents changes due to collection/realization of expected cash flows over time.
(3)		Represents results from free-standing derivatives (economic hedges) used to hedge the risk of changes in fair value of MSRs. See Note 11 — Free-Standing Derivatives in this Report for additional discussion and detail.

Servicing fees include certain unreimbursed direct servicing obligations primarily associated with workout activities. In addition, servicing fees in the table above included:



	Quarter ended June 30				,	Six months ended June 30				,
(in millions)	2010		2009			2010		2009

Contractually specified servicing fees	$	1,154		1,109			2,261		2,192
Late charges		88		79			178		166
Ancillary fees		111		75			217		148

9. INTANGIBLE ASSETS

The gross carrying value of intangible assets and accumulated amortization was:



	June 30, 2010						December 31, 2009
	Gross				Net		Gross				Net
	carrying		Accumulated		carrying		carrying		Accumulated		carrying
(in millions)	value		amortization		value		value		amortization		value


Amortized intangible assets:
MSRs (1)	$	1,633		596		1,037		1,606		487		1,119
Core deposit intangibles		15,135		5,296		9,839		15,140		4,366		10,774
Customer relationship and other intangibles		3,077		1,063		2,014		3,050		896		2,154

Total amortized intangible assets	$	19,845		6,955		12,890		19,796		5,749		14,047

MSRs (carried at fair value) (1)	$	13,251		—		13,251		16,004		—		16,004
Goodwill		24,820		—		24,820		24,812		—		24,812
Trademark		14		—		14		14		—		14


(1)		See Note 8 in this Report for additional information on MSRs.

The following table provides the current year and estimated future amortization expense for amortized intangible assets as of June 30, 2010.



					Customer
	Amortized		Core		relationship
	commercial		deposit		and other
(in millions)	MSRs		intangibles		intangibles (1)		Total


Six months ended June 30, 2010 (actual)	$	113		937		163		1,213

Estimate for year ending December 31,
2010	$	223		1,869		330		2,422
2011		205		1,593		287		2,085
2012		167		1,396		270		1,833
2013		130		1,241		254		1,625
2014		113		1,113		234		1,460
2015		105		1,022		212		1,339


(1)		Includes amortization of lease intangibles reported in occupancy expense of $5 million for the first six months of 2010, and estimated amortization of $9 million, $9 million, $8 million, $8 million, $5 million, and $4 million for 2010, 2011, 2012, 2013, 2014 and 2015, respectively.

We based our projections of amortization expense shown above on existing asset balances at June 30, 2010. Future amortization expense may vary from these projections.

For our goodwill impairment analysis, we allocate all of the goodwill to the individual operating segments. We identify reporting units that are one level below an operating segment (referred to as a component), and distinguish these reporting units based on how the segments and components are managed, taking into consideration the economic characteristics, nature of the products and customers of the components. We allocate goodwill to reporting units based on relative fair value, using certain performance metrics. In first quarter 2010, we revised prior period information to reflect this realignment. See Note 16 in this Report for further information on management reporting.

The following table shows the allocation of goodwill to our operating segments for purposes of goodwill impairment testing. The additions in the first half of 2009 predominantly relate to goodwill recorded in connection with refinements to our initial acquisition date purchase accounting.



					Wealth,
	Community		Wholesale		Brokerage and		Consolidated
(in millions)	Banking		Banking		Retirement		Company


Balance, December 31, 2008	$	16,810		5,449		368		22,627
Goodwill from business combinations		1,240		750		—		1,990
Foreign currency translation adjustments		2		—		—		2

Balance, June 30, 2009	$	18,052		6,199		368		24,619

Balance, December 31, 2009	$	18,160		6,279		373		24,812
Goodwill from business combinations		—		8		—		8

Balance, June 30, 2010	$	18,160		6,287		373		24,820

10. GUARANTEES AND LEGAL ACTIONS

Guarantees

Guarantees are contracts that contingently require us to make payments to a guaranteed party based on an event or a change in an underlying asset, liability, rate or index. Guarantees are generally in the form of standby letters of credit, securities lending and other indemnifications, liquidity agreements, written put options, recourse obligations, residual value guarantees, and contingent consideration. The following table shows carrying value, maximum exposure to loss on our guarantees and the amount with a higher risk of performance.



	June 30, 2010						Dec. 31, 2009
			Maximum		Non-				Maximum		Non-
	Carrying		exposure		investment		Carrying		exposure		investment
(in millions)	value		to loss		grade		value		to loss		grade


Standby letters of credit	$	148		46,701		20,251		148		49,997		21,112
Securities lending and other indemnifications		49		11,398		798		51		20,002		2,512
Liquidity agreements (1)		—		62		—		66		7,744		—
Written put options (1)(2)		1,205		8,353		4,095		803		8,392		3,674
Loans sold with recourse		116		5,202		3,357		96		5,049		2,400
Residual value guarantees		8		197		—		8		197		—
Contingent consideration		15		101		98		11		145		102
Other guarantees		—		99		2		—		55		2

Total guarantees	$	1,541		72,113		28,601		1,183		91,581		29,802


(1)		Certain of these agreements are related to off-balance sheet entities and, accordingly, are also disclosed in Note 7 in this Report.
(2)		Written put options, which are in the form of derivatives, are also included in the derivative disclosures in Note 11 in this Report.

“Maximum exposure to loss” and “Non-investment grade” are required disclosures under GAAP. Non-investment grade represents those guarantees on which we have a higher risk of being required to perform under the terms of the guarantee. If the underlying assets under the guarantee are non-investment grade (that is, an external rating that is below investment grade or an internal credit default grade that is equivalent to a below investment grade external rating), we consider the risk of performance to be high. Internal credit default grades are determined based upon the same credit policies that we use to evaluate the risk of payment or performance when making loans and other extensions of credit. These credit policies are more fully described in Note 5 in this Report.

Maximum exposure to loss represents the estimated loss that would be incurred under an assumed hypothetical circumstance, despite what we believe is its extremely remote possibility, where the value of our interests and any associated collateral declines to zero, without any consideration of recovery or offset from any economic hedges. Accordingly, this required disclosure is not an indication of expected loss. We believe the carrying value, which is either fair value or cost adjusted for incurred credit losses, is more representative of our exposure to loss than maximum exposure to loss.

We issue standby letters of credit, which include performance and financial guarantees, for customers in connection with contracts between our customers and third parties. Standby letters of credit are agreements where we are obligated to make payment to a third party on behalf of a customer in the event the customer fails to meet their contractual obligations. We consider the credit risk in standby letters of credit and commercial and similar letters of credit in determining the allowance for credit losses.

As a securities lending agent, we loan client securities, on a fully collateralized basis, to third party borrowers. We indemnify our clients against borrower default of a return of those securities and, in certain cases, against collateral losses. We support these guarantees with collateral, generally in the form of cash or highly liquid securities that is marked to market daily. There was $11.7 billion at June 30, 2010, and $20.7 billion at December 31, 2009, in collateral supporting loaned securities with values of $11.4 billion and $20.0 billion, respectively.

We enter into other types of indemnification agreements in the ordinary course of business under which we agree to indemnify third parties against any damages, losses and expenses incurred in connection with legal and other proceedings arising from relationships or transactions with us. These relationships or transactions include those arising from service as a director or officer of the Company, underwriting agreements relating to our securities, acquisition agreements and various other business transactions or arrangements. Because the extent of our obligations under these agreements depends entirely upon the occurrence of future events, our potential future liability under these agreements is not determinable.

We provide liquidity facilities on all commercial paper issued by the conduit we administer. We also provide liquidity to certain off-balance sheet entities that hold securitized fixed-rate municipal bonds and consumer or commercial assets that are partially funded with the issuance of money market and other short-term notes. The decrease in maximum exposure to loss from December 31, 2009, is due to the amounts related to the liquidity facility on the commercial paper conduit being removed from the disclosed amounts due to the consolidation of the commercial paper conduit upon adoption of consolidation accounting guidance. See Note 7 in this Report for additional information on these arrangements.

Written put options are contracts that give the counterparty the right to sell to us an underlying instrument held by the counterparty at a specified price, and include options, floors, caps and credit default swaps. These written put option contracts generally permit net settlement. While these derivative transactions expose us to risk in the event the option is exercised, we manage this risk by entering into offsetting trades or by taking short positions in the underlying instrument. We offset substantially all put options written to customers with purchased options. Additionally, for certain of these contracts, we require the counterparty to pledge the underlying instrument as collateral for the transaction. Our ultimate obligation under written put options is based on future market conditions and is only quantifiable at settlement. See Note 7 in this Report for additional information regarding transactions with VIEs and Note 11 in this Report for additional information regarding written derivative contracts.

In certain loan sales or securitizations, we provide recourse to the buyer whereby we are required to repurchase loans at par value plus accrued interest on the occurrence of certain credit-related events within a certain period of time. The maximum exposure to loss represents the outstanding principal balance of the loans sold or securitized that are subject to recourse provisions, but the likelihood of the repurchase of the entire balance is remote and amounts paid can be recovered in whole or in part from the sale of collateral. In second quarter 2010, we did not repurchase a significant amount of loans associated with these agreements.

We have provided residual value guarantees as part of certain leasing transactions of corporate assets. At June 30, 2010, the only remaining residual value guarantee is related to a leasing transaction on certain corporate buildings. The lessors in these leases are generally large financial institutions or their leasing subsidiaries. These guarantees protect the lessor from loss on sale of the related asset at the end of the lease term. To the extent that a sale of the leased assets results in proceeds less than a stated percent (generally 80% to 89%) of the asset’s cost, we would be required to reimburse the lessor under our guarantee.

In connection with certain brokerage, asset management, insurance agency and other acquisitions we have made, the terms of the acquisition agreements provide for deferred payments or additional consideration, based on certain performance targets.

We have entered into various contingent performance guarantees through credit risk participation arrangements. Under these agreements, if a customer defaults on its obligation to perform under certain credit agreements with third parties, we will be required to make payments to the third parties.

Legal Actions

The following supplements and amends our discussion of certain matters previously reported in Item 3 (Legal Proceedings) of our 2009 Form 10-K and our First Quarter Form 10-Q for events occurring in second quarter 2010.

Data Treasury Litigation On June 15, 2010, Wells Fargo entered into a confidential settlement agreement which settled all claims of Data Treasury against Wells Fargo and Wachovia. The estimated liability for this matter had been accrued for in previous quarters and the settlement did not have a material adverse effect on Wells Fargo’s consolidated financial statements for the period ended June 30, 2010.

Golden West and Related Litigation Amended complaints were filed in all the actions in May 2010 and renewed motions to dismiss have been filed in each case.

In Re Wells Fargo Mortgage-Backed Certificates Litigation On May 28, 2010, plaintiffs filed an amended consolidated complaint. On June 25, 2010, Wells Fargo moved to dismiss the amended complaint. On June 29, 2010 and on July 15, 2010, two complaints, the first captioned The Charles Schwab Corporation vs. Merrill Lynch, Pierce, Fenner & Smith, Inc., et al., and the second captioned The Charles Schwab Corporation v. BNP Paribas Securities Corp., et al., were filed in the Superior Court for the State of California, San Francisco County against a number of defendants, including Wells Fargo Bank, N.A. and Wells Fargo Asset Securities Corporation. As against the Wells Fargo entities, the new cases assert opt out claims relating to the claims alleged in the Mortgage-Backed Certificates Litigation.

LeNature’s Inc. On July 7, 2010, the demurrer to the California noteholder action was overruled. On May 10, 2010, the New York State Court granted the motion to dismiss two counts of the complaint and denied the motion to dismiss two other counts.

Municipal Derivatives Bid Practice Investigation In May 2010, four additional complaints were filed in California state courts by four additional California municipalities containing allegations virtually identical to the allegations of the eleven complaints previously filed by various California municipalities.

Outlook In accordance with ASC 450 (formerly FAS 5), Wells Fargo has established estimated liabilities for litigation matters with loss contingencies that are both probable and estimable. For these matters and others where an unfavorable outcome is reasonably possible but not probable, there may be a range of possible losses in excess of the estimated liability that cannot be estimated. Based on information currently available, advice of counsel, available insurance coverage and established reserves, Wells Fargo believes that the eventual outcome of the actions against Wells Fargo and/or its subsidiaries, including the matters described above, will not, individually or in the aggregate, have a material adverse effect on Wells Fargo’s consolidated financial statements. However, in the event of unexpected future developments, it is possible that the ultimate resolution of those matters, if unfavorable, may be material to Wells Fargo’s consolidated financial statements for any particular period.

11. DERIVATIVES

We use derivatives to manage exposure to market risk, interest rate risk, credit risk and foreign currency risk, to generate profits from proprietary trading and to assist customers with their risk management objectives. Derivative transactions are measured in terms of the notional amount, but this amount is not recorded on the balance sheet and is not, when viewed in isolation, a meaningful measure of the risk profile of the instruments. The notional amount is generally not exchanged, but is used only as the basis on which interest and other payments are determined. Our approach to managing interest rate risk includes the use of derivatives. This helps minimize significant, unplanned fluctuations in earnings, fair values of assets and liabilities, and cash flows caused by interest rate volatility. This approach involves modifying the repricing characteristics of certain assets and liabilities so that changes in interest rates do not have a significant adverse effect on the net interest margin and cash flows. As a result of interest rate fluctuations, hedged assets and liabilities will gain or lose market value. In a fair value hedging strategy, the effect of this unrealized gain or loss will generally be offset by the gain or loss on the derivatives linked to the hedged assets and liabilities. In a cash flow hedging strategy, we manage the variability of cash payments due to interest rate fluctuations by the effective use of derivatives linked to hedged assets and liabilities.

We use derivatives that are designed as qualifying hedge contracts as defined by the Derivatives and Hedging topic in the Codification as part of our interest rate and foreign currency risk management, including interest rate swaps, caps and floors, futures and forward contracts, and options. We also offer various derivatives, including interest rate, commodity, equity, credit and foreign exchange contracts, to our customers but usually offset our exposure from such contracts by purchasing other financial contracts. The customer accommodations and any offsetting financial contracts are treated as free-standing derivatives. Free-standing derivatives also include derivatives we enter into for risk management that do not otherwise qualify for hedge accounting, including economic hedge derivatives. To a lesser extent, we take positions based on market expectations or to benefit from price differentials between financial instruments and markets. Additionally, free-standing derivatives include embedded derivatives that are required to be separately accounted for from their host contracts.

Our derivative activities are monitored by the Corporate Asset/Liability Management Committee (Corporate ALCO). Our Treasury function, which includes asset/liability management, is responsible for various hedging strategies developed through analysis of data from financial models and other internal and industry sources. We incorporate the resulting hedging strategies into our overall interest rate risk management and trading strategies.

100

The total notional or contractual amounts and fair values for derivatives were:



	June 30, 2010								Dec. 31, 2009
	Notional or		Fair value						Notional or		Fair value
	contractual		Asset			Liability			contractual		Asset			Liability
(in millions)	amount		derivatives			derivatives			amount		derivatives			derivatives


Qualifying hedge contracts (1)
Interest rate contracts (2)	$	111,021		8,401			1,967			119,966		6,425			1,302
Foreign exchange contracts		28,173		813			1,290			30,212		1,553			811

Total derivatives designated as qualifying hedging instruments				9,214			3,257					7,978			2,113

Derivatives not designated as hedging instruments
Free-standing derivatives (economic hedges) (1):
Interest rate contracts (3)		497,218		6,153			5,400			633,734		4,441			4,873
Equity contracts		—		—			—			300		—			2
Foreign exchange contracts		3,788		23			23			7,019		233			29
Credit contracts — protection purchased		490		133			—			577		261			—
Other derivatives		4,516		—			104			4,583		—			40

Subtotal				6,309			5,527					4,935			4,944

Customer accommodation, trading and other free-standing derivatives (4):
Interest rate contracts		2,649,776		66,789			66,951			2,741,119		54,873			54,033
Commodity contracts		84,307		3,669			3,563			92,182		5,400			5,182
Equity contracts		70,340		2,906			2,891			71,572		2,459			3,067
Foreign exchange contracts		140,803		3,802			3,363			142,012		3,084			2,737
Credit contracts — protection sold		59,743		524			7,838			76,693		979			9,577
Credit contracts — protection purchased		61,700		6,764			530			81,357		9,349			1,089
Other derivatives		279		9			22			2,314		427			171

Subtotal				84,463			85,158					76,571			75,856

Total derivatives not designated as hedging instruments				90,772			90,685					81,506			80,800

Total derivatives before netting				99,986			93,942					89,484			82,913

Netting (5)				(74,396	)		(82,310	)				(65,926	)		(73,303	)

Total			$	25,590			11,632					23,558			9,610


(1)		Represents asset/liability management hedges, which are included in other assets or other liabilities.
(2)		Notional amounts presented exclude $21.0 billion at June 30, 2010, and $20.9 billion at December 31, 2009, of basis swaps that are combined with receive fixed-rate / pay floating-rate swaps and designated as one hedging instrument.
(3)		Includes free-standing derivatives (economic hedges) used to hedge the risk of changes in the fair value of residential MSRs, MHFS, interest rate lock commitments and other interests held.
(4)		Customer accommodation, trading and other free-standing derivatives are included in trading assets or other liabilities.
(5)		Represents netting of derivative asset and liability balances, and related cash collateral, with the same counterparty subject to master netting arrangements under the accounting guidance covering the offsetting of amounts related to certain contracts. The amount of cash collateral netted against derivative assets and liabilities was $5.6 billion and $13.6 billion, respectively, at June 30, 2010, and $5.3 billion and $14.1 billion, respectively, at December 31, 2009.

Fair Value Hedges

We use interest rate swaps to convert certain of our fixed-rate long-term debt and certificates of deposit (CDs) to floating rates to hedge our exposure to interest rate risk. We also enter into cross-currency swaps, cross-currency interest rate swaps and forward contracts to hedge our exposure to foreign currency risk and interest rate risk associated with the issuance of non-U.S. dollar denominated long-term debt and repurchase agreements. Consistent with our asset/liability management strategy of converting fixed-rate debt to floating-rates, we believe interest expense should reflect only the current contractual interest cash flows on the liabilities and the related swaps. In addition, we use interest rate swaps and forward contracts to hedge against changes in fair value of certain debt securities that are classified as securities available for sale, due to changes in interest rates, foreign currency rates, or both. For fair value hedges of long-term debt, CDs, repurchase agreements and debt securities, all parts of each derivative’s gain or loss due to the hedged risk are included in the assessment of hedge effectiveness, except for

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foreign-currency denominated securities available for sale, short-term borrowings and long-term debt hedged with forward derivatives for which the component of the derivative gain or loss related to the changes in the difference between the spot and forward price is excluded from the assessment of hedge effectiveness.

For fair value hedging relationships, we use statistical regression analysis to assess hedge effectiveness, both at inception of the hedging relationship and on an ongoing basis. The regression analysis involves regressing the periodic change in fair value of the hedging instrument against the periodic changes in fair value of the asset or liability being hedged due to changes in the hedged risk(s). The assessment includes an evaluation of the quantitative measures of the regression results used to validate the conclusion of high effectiveness.

The following table shows the net gains (losses) recognized in the income statement related to derivatives in fair value hedging relationships as defined by the Derivatives and Hedging topic in the Codification.



	Interest rate
	contracts hedging:						Foreign exchange contracts hedging:									Total net
	Securities						Securities									gains (losses)
	available			Long-term			available			Short-term			Long-term			on fair value
(in millions)	for sale			debt			for sale			borrowings			debt			hedges


Quarter ended June 30, 2010
Gains (losses) recorded in net interest income	$	(94	)		527			(1	)		—			87			519


Gains (losses) recorded in noninterest income
Recognized on derivatives	$	(642	)		1,744			70			—			(1,769	)		(597	)
Recognized on hedged item		650			(1,626	)		(70	)		—			1,778			732

Recognized on fair value hedges (ineffective portion) (1)	$	8			118			—			—			9			135


Quarter ended June 30, 2009
Gains (losses) recorded in net interest income	$	(71	)		383			(18	)		12			78			384


Gains (losses) recorded in noninterest income
Recognized on derivatives	$	712			(2,680	)		(2	)		1			1,204			(765	)
Recognized on hedged item		(703	)		2,585			2			(1	)		(1,281	)		602

Recognized on fair value hedges (ineffective portion) (1)	$	9			(95	)		—			—			(77	)		(163	)


Six months ended June 30, 2010
Gains (losses) recorded in net interest income	$	(188	)		1,058			(2	)		—			184			1,052


Gains (losses) recorded in noninterest income
Recognized on derivatives	$	(768	)		2,276			189			—			(2,905	)		(1,208	)
Recognized on hedged item		785			(2,143	)		(189	)		—			2,932			1,385

Recognized on fair value hedges (ineffective portion) (1)	$	17			133			—			—			27			177


Six months ended June 30, 2009
Gains (losses) recorded in net interest income	$	(112	)		647			(46	)		28			154			671


Gains (losses) recorded in noninterest income
Recognized on derivatives	$	794			(3,469	)		—			—			942			(1,733	)
Recognized on hedged item		(796	)		3,383			—			—			(951	)		1,636

Recognized on fair value hedges (ineffective portion) (1)	$	(2	)		(86	)		—			—			(9	)		(97	)


(1)		Second quarter and six months ended June 30, 2010, included nil and $1 million, respectively, and second quarter and six months ended June 30, 2009, included $(7) million for both periods, of gains (losses) on forward derivatives hedging foreign currency securities available for sale, short-term borrowings and long-term debt, representing the portion of derivatives gains (losses) excluded from the assessment of hedge effectiveness (time value).

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Cash Flow Hedges

We hedge floating-rate debt against future interest rate increases by using interest rate swaps, caps, floors and futures to limit variability of cash flows due to changes in the benchmark interest rate. We also use interest rate swaps and floors to hedge the variability in interest payments received on certain floating-rate commercial loans, due to changes in the benchmark interest rate. Gains and losses on derivatives that are reclassified from cumulative OCI to current period earnings are included in the line item in which the hedged item’s effect on earnings is recorded. All parts of gain or loss on these derivatives are included in the assessment of hedge effectiveness. For all cash flow hedges, we assess hedge effectiveness using regression analysis, both at inception of the hedging relationship and on an ongoing basis. The regression analysis involves regressing the periodic changes in cash flows of the hedging instrument against the periodic changes in cash flows of the forecasted transaction being hedged due to changes in the hedged risk(s). The assessment includes an evaluation of the quantitative measures of the regression results used to validate the conclusion of high effectiveness.

We expect that $305 million of deferred net gains on derivatives in OCI at June 30, 2010, will be reclassified as earnings during the next twelve months, compared with $284 million at December 31, 2009. We are hedging our exposure to the variability of future cash flows for all forecasted transactions for a maximum of 8 years for both hedges of floating-rate debt and floating-rate commercial loans.

The following table shows the net gains recognized related to derivatives in cash flow hedging relationships as defined by the Derivatives and Hedging topic in the Codification.



	Quarter ended June 30					,	Six months ended June 30				,
(in millions)	2010			2009			2010		2009


Gains (losses) (after tax) recognized in OCI on derivatives (effective portion)	$	190			(196	)		349		(128	)
Gains (pre tax) reclassified from cumulative
OCI into net interest income (effective portion)		186			144			328		279
Gains (losses) (pre tax) recognized in noninterest income on derivatives (ineffective portion) (1)		(1	)		5			6		11


(1)		None of the change in value of the derivatives was excluded from the assessment of hedge effectiveness.

Free-Standing Derivatives

We use free-standing derivatives (economic hedges), in addition to debt securities available for sale, to hedge the risk of changes in the fair value of residential MSRs, new prime residential MHFS, derivative loan commitments and other interests held, with the resulting gain or loss reflected in other income.

The derivatives used to hedge residential MSRs, which include swaps, swaptions, forwards, Eurodollar and Treasury futures and options contracts, resulted in net derivative gains of $3.3 billion and net derivative gains of $5.1 billion, respectively, in the second quarter and first half of 2010 and net derivative losses of $1.3 billion and net derivative gains of $2.4 billion, respectively, in the same periods of 2009 from economic hedges related to our mortgage servicing activities and are included in mortgage banking noninterest income. The aggregate fair value of these derivatives used as economic hedges was a net asset of $2.0 billion at June 30, 2010, and a net liability of $961 million at December 31, 2009. Changes in fair value of debt securities available for sale (unrealized gains and losses) are not included in servicing income, but are reported in cumulative OCI (net of tax) or, upon sale, are reported in net gains (losses) on debt securities available for sale.

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Interest rate lock commitments for residential mortgage loans that we intend to sell are considered free-standing derivatives. Our interest rate exposure on these derivative loan commitments, as well as most new prime residential MHFS for which we have elected the fair value option, is hedged with free-standing derivatives (economic hedges) such as forwards and options, Eurodollar futures and options, and Treasury futures, forwards and options contracts. The commitments, free-standing derivatives and residential MHFS are carried at fair value with changes in fair value included in mortgage banking noninterest income. For interest rate lock commitments we include, at inception and during the life of the loan commitment, the expected net future cash flows related to the associated servicing of the loan as part of the fair value measurement of derivative loan commitments. Changes subsequent to inception are based on changes in fair value of the underlying loan resulting from the exercise of the commitment and changes in the probability that the loan will not fund within the terms of the commitment (referred to as a fall-out factor). The value of the underlying loan is affected primarily by changes in interest rates and the passage of time. However, changes in investor demand, such as concerns about credit risk, can also cause changes in the spread relationships between underlying loan value and the derivative financial instruments that cannot be hedged. The aggregate fair value of derivative loan commitments in the balance sheet was a net asset of $403 million at June 30, 2010, and a net liability of $312 million at December 31, 2009, and is included in the caption “Interest rate contracts” under “Customer accommodation, trading and other free-standing derivatives” in the first table in this Note.

We also enter into various derivatives primarily to provide derivative products to customers. To a lesser extent, we take positions based on market expectations or to benefit from price differentials between financial instruments and markets. These derivatives are not linked to specific assets and liabilities in the balance sheet or to forecasted transactions in an accounting hedge relationship and, therefore, do not qualify for hedge accounting. We also enter into free-standing derivatives for risk management that do not otherwise qualify for hedge accounting. They are carried at fair value with changes in fair value recorded as part of other noninterest income.

Additionally, free-standing derivatives include embedded derivatives that are required to be accounted for separate from their host contract. We periodically issue hybrid long-term notes and CDs where the performance of the hybrid instrument notes is linked to an equity, commodity or currency index, or basket of such indices. These notes contain explicit terms that affect some or all of the cash flows or the value of the note in a manner similar to a derivative instrument and therefore are considered to contain an “embedded” derivative instrument. The indices on which the performance of the hybrid instrument is calculated are not clearly and closely related to the host debt instrument. In accordance with accounting guidance for derivatives, the “embedded” derivative is separated from the host contract and accounted for as a free-standing derivative.

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The following table shows the net gains (losses) recognized in the income statement related to derivatives not designated as hedging instruments under the Derivatives and Hedging topic of the Codification.



	Quarter ended June 30					,	Six months ended June 30					,
(in millions)	2010			2009			2010			2009

Gains (losses) recognized on free-standing derivatives (economic hedges):
Interest rate contracts (1)
Recognized in noninterest income:
Mortgage banking	$	757			692			1,425			3,056
Other		(30	)		4			(36	)		(1	)
Foreign exchange contracts		69			(98	)		145			(18	)
Equity contracts		—			—			—			2
Credit contracts		(36	)		(56	)		(125	)		(114	)

Subtotal		760			542			1,409			2,925

Gains (losses) recognized on customer accommodation, trading and other free-standing derivatives:
Interest rate contracts (2)
Recognized in noninterest income:
Mortgage banking		1,644			(616	)		2,547			397
Other		(154	)		499			165			812
Commodity contracts		13			(27	)		33			(39	)
Equity contracts		495			(58	)		449			(181	)
Foreign exchange contracts		148			145			266			258
Credit contracts		(58	)		(352	)		(488	)		(98	)
Other		(12	)		(13	)		(19	)		(176	)

Subtotal		2,076			(422	)		2,953			973

Net gains recognized related to derivatives not designated as hedging instruments	$	2,836			120			4,362			3,898


(1)		Predominantly mortgage banking noninterest income including gains (losses) on the derivatives used as economic hedges of MSRs, interest rate lock commitments, loans held for sale and mortgages held for sale.
(2)		Predominantly mortgage banking noninterest income including gains (losses) on interest rate lock commitments.

Credit Derivatives

We use credit derivatives to manage exposure to credit risk related to lending and investing activity and to assist customers with their risk management objectives. This may include protection sold to offset purchased protection in structured product transactions, as well as liquidity agreements written to special purpose vehicles. The maximum exposure of sold credit derivatives is managed through posted collateral, purchased credit derivatives and similar products in order to achieve our desired credit risk profile. This credit risk management provides an ability to recover a significant portion of any amounts that would be paid under the sold credit derivatives. We would be required to perform under the noted credit derivatives in the event of default by the referenced obligors. Events of default include events such as bankruptcy, capital restructuring or lack of principal and/or interest payment. In certain cases, other triggers may exist, such as the credit downgrade of the referenced obligors or the inability of the special purpose vehicle for which we have provided liquidity to obtain funding.

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The following table provides details of sold and purchased credit derivatives.



			Notional amount
					Protection		Protection
					sold—		purchased		Net
					non-		with		protection		Other
	Fair value		Protection		investment		identical		sold		protection		Range of
(in millions)	liability		sold (A)		grade		underlyings (B)		(A) - (B)		purchased		maturities


June 30, 2010
Credit default swaps on:
Corporate bonds	$	1,759		40,279		20,552		32,465		7,814		8,414		2010-2020
Structured products		4,556		6,238		5,478		4,932		1,306		3,012		2016-2056
Credit protection on:
Default swap index		39		2,655		1,234		2,655		—		486		2010-2017
Commercial mortgage- backed securities index		1,190		2,789		749		2,348		441		128		2049-2052
Asset-backed securities index		275		361		296		315		46		95		2037-2046
Loan deliverable credit default swaps		7		489		479		396		93		253		2010-2014
Other		12		6,932		6,389		39		6,893		4,967		2010-2056

Total credit derivatives	$	7,838		59,743		35,177		43,150		16,593		17,355

December 31, 2009
Credit default swaps on:
Corporate bonds	$	2,419		55,511		23,815		44,159		11,352		12,634		2010-2018
Structured products		4,498		6,627		5,084		4,999		1,628		3,018		2014-2056
Credit protection on:
Default swap index		23		6,611		2,765		4,202		2,409		2,510		2010-2017
Commercial mortgage- backed securities index		1,987		5,188		453		4,749		439		189		2049-2052
Asset-backed securities index		637		830		660		696		134		189		2037-2046
Loan deliverable credit default swaps		12		510		494		423		87		287		2010-2014
Other		1		1,416		809		32		1,384		100		2010-2020

Total credit derivatives	$	9,577		76,693		34,080		59,260		17,433		18,927

Protection sold represents the estimated maximum exposure to loss that would be incurred under an assumed hypothetical circumstance, despite what we believe is its extremely remote possibility, where the value of our interests and any associated collateral declines to zero, without any consideration of recovery or offset from any economic hedges. Accordingly, this required disclosure is not an indication of expected loss. The amounts under non-investment grade represent the notional amounts of those credit derivatives on which we have a higher performance risk, or higher risk of being required to perform under the terms of the credit derivative and is a function of the underlying assets. We consider the risk of performance to be high if the underlying assets under the credit derivative have an external rating that is below investment grade or an internal credit default grade that is equivalent thereto. We believe the net protection sold, which is representative of the net notional amount of protection sold and purchased with identical underlyings, in combination with other protection purchased, is more representative of our exposure to loss than either non-investment grade or protection sold. Other protection purchased represents additional protection, which may offset the exposure to loss for protection sold, that was not purchased with an identical underlying of the protection sold.

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Credit-Risk Contingent Features

Certain of our derivative contracts contain provisions whereby if the credit rating of our debt, based on certain major credit rating agencies indicated in the relevant contracts, were to fall below investment grade, the counterparty could demand additional collateral or require termination or replacement of derivative instruments in a net liability position. The aggregate fair value of all derivative instruments with such credit-risk-related contingent features that are in a net liability position was $10.5 billion at June 30, 2010, and $7.5 billion at December 31, 2009, for which we had posted $9.9 billion and $7.1 billion, respectively, in collateral in the normal course of business. If the credit-risk-related contingent features underlying these agreements had been triggered on June 30, 2010, or December 31, 2009, we would have been required to post additional collateral of $618 million or $1.0 billion, respectively, or potentially settle the contract in an amount equal to its fair value.

Counterparty Credit Risk

By using derivatives, we are exposed to counterparty credit risk if counterparties to the derivative contracts do not perform as expected. If a counterparty fails to perform, our counterparty credit risk is equal to the amount reported as a derivative asset on our balance sheet. The amounts reported as a derivative asset are derivative contracts in a gain position, and to the extent subject to master netting arrangements, net of derivatives in a loss position with the same counterparty and cash collateral received. We minimize counterparty credit risk through credit approvals, limits, monitoring procedures, executing master netting arrangements and obtaining collateral, where appropriate. To the extent the master netting arrangements and other criteria meet the requirements outlined in the Derivatives and Hedging topic of the Codification, derivatives balances and related cash collateral amounts are shown net in the balance sheet. Counterparty credit risk related to derivatives is considered in determining fair value and our assessment of hedge effectiveness.

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12. FAIR VALUES OF ASSETS AND LIABILITIES

We use fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Trading assets, securities available for sale, derivatives, certain loans, prime residential MHFS, certain commercial LHFS, residential MSRs, principal investments and securities sold but not yet purchased (short sale liabilities) are recorded at fair value on a recurring basis. Certain loans and long-term debt are carried at fair value on a recurring basis beginning on January 1, 2010. Additionally, from time to time, we may be required to record at fair value other assets on a nonrecurring basis, such as nonprime residential and commercial MHFS, certain LHFS, loans held for investment and certain other assets. These nonrecurring fair value adjustments typically involve application of lower-of-cost-or-market accounting or write-downs of individual assets.

Under fair value option accounting guidance, we elected to measure MHFS at fair value prospectively for new prime residential MHFS originations, for which an active secondary market and readily available market prices existed to reliably support fair value pricing models used for these loans. We also elected to remeasure at fair value certain of our other interests held related to residential loan sales and securitizations. We believe the election for MHFS and other interests held (which are now hedged with free-standing derivatives (economic hedges) along with our MSRs) reduces certain timing differences and better matches changes in the value of these assets with changes in the value of derivatives used as economic hedges for these assets.

Upon the acquisition of Wachovia, we elected to measure at fair value certain portfolios of LHFS that we intend to hold for trading purposes and that may be economically hedged with derivative instruments. In addition, we elected to measure at fair value certain letters of credit that are hedged with derivative instruments to better reflect the economics of the transactions. These letters of credit are included in trading account assets or liabilities.

Upon adoption of new consolidation accounting guidance on January 1, 2010, we elected to measure certain loans and long-term debt of consolidated VIEs under the fair value option. We elected the fair value option to effectively continue fair value accounting through earnings for our interests in these VIEs. See Notes 1 and 7 in this Report for additional information.

Fair Value Hierarchy

In accordance with the Fair Value Measurements and Disclosures topic of the Codification, we group our assets and liabilities measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are:

•		Level 1 — Valuation is based upon quoted prices for identical instruments traded in active markets.
•		Level 2 — Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.
•		Level 3 — Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.

In the determination of the classification of financial instruments in Level 2 or Level 3 of the fair value hierarchy, we consider all available information, including observable market data, indications of market liquidity and orderliness, and our understanding of the valuation techniques and significant inputs used. For securities in inactive markets, we use a predetermined percentage to evaluate the impact of fair value

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adjustments derived from weighting both external and internal indications of value to determine if the instrument is classified as Level 2 or Level 3. Based upon the specific facts and circumstances of each instrument or instrument category, judgments are made regarding the significance of the Level 3 inputs to the instruments’ fair value measurement in its entirety. If Level 3 inputs are considered significant, the instrument is classified as Level 3.

Determination of Fair Value

In accordance with the Fair Value Measurements and Disclosures topic of the Codification, we base our fair values on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It is our policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements, as prescribed in the fair value hierarchy.

In instances where there is limited or no observable market data, fair value measurements for assets and liabilities are based primarily upon our own estimates or combination of our own estimates and independent vendor or broker pricing, and the measurements are often calculated based on current pricing policy, the economic and competitive environment, the characteristics of the asset or liability and other such factors. Therefore, the results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset or liability. Additionally, there may be inherent weaknesses in any calculation technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, that could significantly affect the results of current or future values.

We incorporate lack of liquidity into our fair value measurement based on the type of asset measured and the valuation methodology used. For example, for residential MHFS and certain securities where the significant inputs have become unobservable due to the illiquid markets and vendor or broker pricing is not used, we use a discounted cash flow technique to measure fair value. This technique incorporates forecasting of expected cash flows (adjusted for credit loss assumptions and estimated prepayment speeds) discounted at an appropriate market discount rate to reflect the lack of liquidity in the market that a market participant would consider. For other securities where vendor or broker pricing is used, we use either unadjusted broker quotes or vendor prices or vendor or broker prices adjusted by weighting them with internal discounted cash flow techniques to measure fair value. These unadjusted vendor or broker prices inherently reflect any lack of liquidity in the market as the fair value measurement represents an exit price from a market participant viewpoint.

Fair Value Measurements from Independent Brokers or Independent Third Party Pricing Services

For certain assets and liabilities, we obtain fair value measurements from independent brokers or independent third party pricing services and record the unadjusted fair value in our financial statements. The detail by level is shown in the table below. Fair value measurements obtained from independent brokers or independent third party pricing services that we have adjusted to determine the fair value recorded in our financial statements are not included in the following table.

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	Independent brokers						Third party pricing services
(in millions)	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3


June 30, 2010
Trading assets (excluding derivatives)	$	—		1,909		—		17		1,985		—
Securities available for sale:
Securities of U.S. treasury and federal agencies		—		—		—		808		875		—
Securities of U.S. states and political subdivisions		—		14		—		—		13,658		—
Mortgage-backed securities		—		3		37		—		84,916		57
Other debt securities		—		194		3,249		—		11,910		142

Total debt securities		—		211		3,286		808		111,359		199

Total marketable equity securities		173		21		—		1,045		728		—

Total securities available for sale		173		232		3,286		1,853		112,087		199

Derivatives (trading and other assets)		—		18		44		—		1,423		10
Loans held for sale		—		—		—		—		1		—
Derivatives (liabilities)		—		13		54		—		1,552		1
Other liabilities		—		10		—		—		348		—

December 31, 2009
Trading assets (excluding derivatives)	$	—		4,208		—		30		1,712		81
Securities available for sale		85		1,870		548		1,467		120,688		1,864
Loans held for sale		—		—		—		—		2		—
Derivatives (trading and other assets)		—		8		42		—		2,926		9
Derivatives (liabilities)		—		—		70		—		2,949		4
Other liabilities		—		—		—		10		3,916		26

For complete descriptions of the valuation methodologies used for assets and liabilities recorded at fair value and for estimating fair value for financial instruments not recorded at fair value, see Note 16 of the 2009 10-K. There have been no material changes to our valuation methodologies in second quarter 2010.

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Assets and Liabilities Recorded at Fair Value on a Recurring Basis
The table below presents the balances of assets and liabilities measured at fair value on a recurring basis at June 30, 2010.



(in millions)	Level 1			Level 2			Level 3			Netting		(1)	Total

June 30, 2010
Trading assets (excluding derivatives)
Securities of U.S. Treasury and federal agencies	$	2,221			3,551			—			—			5,772
Securities of U.S. states and political subdivisions		—			1,338			12			—			1,350
Collateralized debt obligations		—			32			1,767			—			1,799
Corporate debt securities		—			8,896			165			—			9,061
Equity securities		1,430			677			52			—			2,159
Other trading securities		—			5,228			330			—			5,558

Total trading securities		3,651			19,722			2,326			—			25,699

Other trading assets		728			108			149			—			985

Total trading assets (excluding derivatives)		4,379			19,830			2,475			—			26,684

Securities of U.S. Treasury and federal agencies		808			877			—			—			1,685
Securities of U.S. states and political subdivisions		—			13,688			2,736			—			16,424
Mortgage-backed securities:
Federal agencies		—			71,395			—			—			71,395
Residential		—			20,793			353			—			21,146
Commercial		—			11,633			897			—			12,530

Total mortgage-backed securities		—			103,821			1,250			—			105,071

Corporate debt securities		—			9,563			380			—			9,943
Collateralized debt obligations		—			—			4,031			—			4,031
Asset-backed securities:
Auto loans and leases		—			293			7,104			—			7,397
Home equity loans		—			941			194			—			1,135
Other asset-backed securities		—			3,050			3,341			—			6,391

Total asset-backed securities		—			4,284			10,639			—			14,923

Other debt securities		—			599			88			—			687

Total debt securities		808			132,832			19,124			—			152,764

Marketable equity securities:
Perpetual preferred securities (2)		666			791			2,629			—			4,086
Other marketable equity securities		957			104			16			—			1,077

Total marketable equity securities		1,623			895			2,645			—			5,163

Total securities available for sale		2,431			133,727			21,769			—			157,927

Mortgages held for sale		—			31,617			3,260			—			34,877
Loans held for sale		—			238			—			—			238
Loans		—			—			367			—			367
Mortgage servicing rights (residential)		—			—			13,251			—			13,251
Derivative assets:
Interest rate contracts		1,490			78,745			1,108			—			81,343
Commodity contracts		—			3,669			—			—			3,669
Equity contracts		252			1,996			658			—			2,906
Foreign exchange contracts		110			4,523			5			—			4,638
Credit contracts		—			3,498			3,923			—			7,421
Other derivative contracts		—			8			1			—			9

Netting		—			—			—			(74,396	)		(74,396	)

Total derivative assets (3)		1,852			92,439			5,695			(74,396	)		25,590

Other assets		432			690			360			—			1,482

Total assets recorded at fair value	$	9,094			278,541			47,177			(74,396	)		260,416

Derivative liabilities:
Interest rate contracts	$	(1,717	)		(72,136	)		(465	)		—			(74,318	)
Commodity contracts		—			(3,563	)		—			—			(3,563	)
Equity contracts		(174	)		(1,827	)		(890	)		—			(2,891	)
Foreign exchange contracts		(109	)		(4,560	)		(7	)		—			(4,676	)
Credit contracts		—			(3,452	)		(4,916	)		—			(8,368	)
Other derivative contracts		—			(22	)		(104	)		—			(126	)

Netting		—			—			—			82,310			82,310

Total derivative liabilities (4)		(2,000	)		(85,560	)		(6,382	)		82,310			(11,632	)

Short sale liabilities
Securities of U.S. Treasury and federal agencies		(1,957	)		(784	)		—			—			(2,741	)
Corporate debt securities		—			(3,477	)		(1	)		—			(3,478	)
Equity securities		(1,888	)		(116	)		—			—			(2,004	)
Other securities		—			(82	)		(3	)		—			(85	)

Total short sale liabilities		(3,845	)		(4,459	)		(4	)		—			(8,308	)

Other liabilities		—			(39	)		(1,806	)		—			(1,845	)

Total liabilities recorded at fair value	$	(5,845	)		(90,058	)		(8,192	)		82,310			(21,785	)


(1)		Derivatives are reported net of cash collateral received and paid and, to the extent that the criteria of the accounting guidance covering the offsetting of amounts related to certain contracts are met, positions with the same counterparty are netted as part of a legally enforceable master netting agreement.
(2)		Perpetual preferred securities are primarily ARS. See Note 7 for additional information.
(3)		Derivative assets include contracts qualifying for hedge accounting, economic hedges, and derivatives included in trading assets.
(4)		Derivative liabilities include contracts qualifying for hedge accounting, economic hedges, and derivatives included in trading liabilities.

111

The table below presents the balances of assets and liabilities measured at fair value on a recurring basis at December 31, 2009.



(in millions)	Level 1			Level 2			Level 3			Netting		(1)	Total

December 31, 2009
Trading assets (excluding derivatives) (2)	$	2,386			20,497			2,311			—			25,194
Derivatives (trading assets)		340			70,938			5,682			(59,115	)		17,845
Securities of U.S. Treasury and federal agencies		1,094			1,186			—			—			2,280
Securities of U.S. states and political subdivisions		4			12,708			818			—			13,530
Mortgage-backed securities:
Federal agencies		—			82,818			—			—			82,818
Residential		—			27,506			1,084			—			28,590
Commercial		—			9,162			1,799			—			10,961

Total mortgage-backed securities		—			119,486			2,883			—			122,369

Corporate debt securities		—			8,968			367			—			9,335
Collateralized debt obligations		—			—			3,725			—			3,725
Other		—			3,292			12,587			—			15,879

Total debt securities		1,098			145,640			20,380			—			167,118

Marketable equity securities:
Perpetual preferred securities		736			834			2,305			—			3,875
Other marketable equity securities		1,279			350			88			—			1,717

Total marketable equity securities		2,015			1,184			2,393			—			5,592

Total securities available for sale		3,113			146,824			22,773			—			172,710

Mortgages held for sale		—			33,439			3,523			—			36,962
Loans held for sale		—			149			—			—			149
Mortgage servicing rights (residential)		—			—			16,004			—			16,004
Other assets (3)		1,932			11,720			1,690			(6,812	)		8,530

Total assets recorded at fair value	$	7,771			283,567			51,983			(65,927	)		277,394

Other liabilities (4)	$	(6,527	)		(81,613	)		(7,942	)		73,299			(22,783	)


(1)		Derivatives are reported net of cash collateral received and paid and, to the extent that the criteria of the accounting guidance covering the offsetting of amounts related to certain contracts are met, positions with the same counterparty are netted as part of a legally enforceable master netting agreement.
(2)		Includes trading securities of $24.0 billion.
(3)		Derivative assets other than trading and principal investments are included in this category.
(4)		Derivative liabilities are included in this category.

112

The changes in second quarter 2010 for Level 3 assets and liabilities measured at fair value on a recurring basis are summarized as follows:



																						Net unrealized
				Total net gains						Purchases		,										gains (losses)
				(losses) included in						sales		,										included in net
							Other			issuances												income related
	Balance		,				compre-			and			Transfers			Transfers			Balance		,	to assets and
	beginning			Net			hensive			settlements		,	into			out of			end			liabilities held
(in millions)	of period			income			income			net			Level 3		(1)	Level 3		(1)	of period			at period end		(2)

Quarter ended June 30, 2010
Trading assets (excluding derivatives):
Securities of U.S. states and political subdivisions	$	12			5			—			(5	)		—			—			12			6
Collateralized debt obligations		1,889			31			—			(153	)		—			—			1,767			2
Corporate bonds		276			6			—			22			—			(139	)		165			22
Equity securities		67			1			—			(16	)		—			—			52			—
Other trading securities		390			20			—			(80	)		—			—			330			4

Total trading securities		2,634			63			—			(232	)		—			(139	)		2,326			34

Other trading assets		174			(21	)		—			(4	)		—			—			149			6

Total trading assets (excluding derivatives)		2,808			42			—			(236	)		—			(139	)		2,475			40	(3)

Securities available for sale:
Securities of U.S. states and political subdivisions		2,871			3			32			(170	)		—			—			2,736			4
Mortgage-backed securities:
Residential		406			—			(22	)		26			82			(139	)		353			—
Commercial		503			(17	)		368			(8	)		128			(77	)		897			—

Total mortgage-backed securities		909			(17	)		346			18			210			(216	)		1,250			—

Corporate debt securities		503			3			(2	)		(44	)		28			(108	)		380			—
Collateralized debt obligations		3,851			40			(114	)		254			—			—			4,031			(5	)
Asset-backed securities:
Auto loans and leases		7,587			—			(56	)		(428	)		1			—			7,104			—
Home equity loans		107			1			5			(1	)		98			(16	)		194			(2	)
Other asset-backed securities		2,190			(6	)		(39	)		1,540			—			(344	)		3,341			(1	)

Total asset-backed securities		9,884			(5	)		(90	)		1,111			99			(360	)		10,639			(3	)

Other debt securities		79			—			2			7			—			—			88			—

Total debt securities		18,097			24			174			1,176			337			(684	)		19,124			(4	)

Marketable equity securities:
Perpetual preferred securities		2,967			58			(14	)		(381	)		—			(1	)		2,629			—
Other marketable equity securities		12			—			—			15			—			(11	)		16			—

Total marketable equity securities		2,979			58			(14	)		(366	)		—			(12	)		2,645			—

Total securities available for sale		21,076			82			160			810			337			(696	)		21,769			(4	)

Mortgages held for sale		3,338			(17	)		—			(89	)		104			(76	)		3,260			(16)	(4)
Loans		371			8			—			(12	)		—			—			367			7	(4)
Mortgage servicing rights (residential)		15,544			(3,237	)		—			944			—			—			13,251			(2,661)	(4)
Net derivative assets and liabilities:
Interest rate contracts		257			1,685			—			(1,299	)		—			—			643			407
Equity contracts		(281	)		(87	)		—			122			30			(16	)		(232	)		—
Foreign exchange contracts		4			(8	)		—			2			—			—			(2	)		—
Credit contracts		(758	)		(202	)		—			(33	)		—			—			(993	)		(178	)
Other derivative contracts		(30	)		(78	)		—			5			—			—			(103	)		—

Total derivative contracts		(808	)		1,310			—			(1,203	)		30			(16	)		(687	)		229	(5)

Other assets		377			2			—			(19	)		—			—			360			(6)	(4)
Short sale liabilities (corporate debt securities)		(65	)		1			—			(5	)		—			65			(4	)		—
Other liabilities (excluding derivatives)		(1,672	)		(368	)		—			234			—			—			(1,806	)		(368	)


(1)		The amounts presented as transfers into and out of Level 3 represent fair value as of the beginning of the quarter in which each transfer occurred.
(2)		Represents only net gains (losses) that are due to changes in economic conditions and management’s estimates of fair value and excludes changes due to the collection/realization of cash flows over time.
(3)		Included in other noninterest income in the income statement.
(4)		Included in mortgage banking in the income statement.
(5)		Included in mortgage banking, trading activities and other noninterest income in the income statement.

113

The changes in second quarter 2009 for Level 3 assets and liabilities measured at fair value on a recurring basis are summarized as follows:



																		Net unrealized
				Total net gains					Purchases		,							gains (losses)
				(losses) included in					sales		,	Net						included in net
							Other		issuances			transfers						income related
	Balance		,				compre-		and			into and/or			Balance		,	to assets and
	beginning			Net			hensive		settlements		,	out of			end			liabilities held
(in millions)	of period			income			income		net			Level 3		(1)	of period			at period end		(2)

Quarter ended June 30, 2009
Trading assets (excluding derivatives)	$	3,258			80			—		(875	)		12			2,475			99	(3)
Securities available for sale:
Securities of U.S. states and political subdivisions		821			20			11		53			—			905			5
Mortgage-backed securities:
Federal agencies		—			—			—		—			—			—			—
Residential		7,657			(1	)		173		(418	)		(1,498	)		5,913			(56	)
Commercial		2,497			(110	)		246		(2	)		(16	)		2,615			(1	)

Total mortgage-backed securities		10,154			(111	)		419		(420	)		(1,514	)		8,528			(57	)

Corporate debt securities		261			4			46		(6	)		(19	)		286			—
Collateralized debt obligations		2,329			(15	)		17		102			315			2,748			(46	)
Other		15,267			49			427		186			(211	)		15,718			(21	)

Total debt securities		28,832			(53	)		920		(85	)		(1,429	)		28,185			(119	)

Marketable equity securities:
Perpetual preferred securities		2,557			16			89		77			(23	)		2,716			(1	)
Other marketable equity securities		44			—			17		2			64			127			—

Total marketable equity securities		2,601			16			106		79			41			2,843			(1	)

Total securities available for sale		31,433			(37	)		1,026		(6	)		(1,388	)		31,028			(120	)

Mortgages held for sale		4,516			(4	)		—		(361	)		(52	)		4,099			(8	)(4)
Mortgage servicing rights (residential)		12,391			1,217			—		2,082			—			15,690			2,316	(4)
Net derivative assets and liabilities		1,036			(854	)		—		(413	)		25			(206	)		(483	)(5)
Other assets (excluding derivatives)		1,221			(24	)		—		29			—			1,226			(14	)(4)
Other liabilities (excluding derivatives)		(729	)		(102	)		—		(19	)		(2	)		(852	)		(102	)


(1)		The amounts presented as transfers into and out of Level 3 represent fair value as of the beginning of the quarter in which each transfer occurred.
(2)		Represents only net gains (losses) that are due to changes in economic conditions and management’s estimates of fair value and excludes changes due to the collection/realization of cash flows over time.
(3)		Included in other noninterest income in the income statement.
(4)		Included in mortgage banking in the income statement.
(5)		Included in mortgage banking, trading activities and other noninterest income in the income statement.

114

The changes in the first half of 2010 for Level 3 assets and liabilities measured at fair value on a recurring basis are summarized as follows:



																						Net unrealized
				Total net gains						Purchases		,										gains (losses)
				(losses) included in						sales		,										included in net
							Other			issuances												income related
	Balance		,				compre-			and			Transfers			Transfers			Balance		,	to assets and
	beginning			Net			hensive			settlements		,	into			out of			end			liabilities held
(in millions)	of period			income			income			net			Level 3		(1)	Level 3		(1)	of period			at period end		(2)

Six months ended June 30, 2010
Trading assets (excluding derivatives):
Securities of U.S. states and political subdivisions	$	5			7			—			(9	)		9			—			12			7
Collateralized debt obligations		1,133			382			—			252			—			—			1,767			16
Corporate bonds		223			13			—			62			9			(142	)		165			23
Equity securities		36			2			—			12			2			—			52			—
Other trading securities		643			34			—			(154	)		1			(194	)		330			12

Total trading securities		2,040			438			—			163			21			(336	)		2,326			58

Other trading assets		271			(36	)		—			(4	)		—			(82	)		149			(11	)

Total trading assets (excluding derivatives)		2,311			402			—			159			21			(418	)		2,475			47	(3)

Securities available for sale:
Securities of U.S. states and political subdivisions		818			4			94			1,798			28			(6	)		2,736			4
Mortgage-backed securities:
Residential		1,084			(7	)		(15	)		(14	)		266			(961	)		353			(4	)
Commercial		1,799			(17	)		373			(7	)		187			(1,438	)		897			(4	)

Total mortgage-backed securities		2,883			(24	)		358			(21	)		453			(2,399	)		1,250			(8	)

Corporate debt securities		367			4			42			(50	)		166			(149	)		380			—
Collateralized debt obligations		3,725			79			(38	)		477			—			(212	)		4,031			(10	)
Asset-backed securities:
Auto loans and leases		8,525			—			(123	)		(1,477	)		179			—			7,104			—
Home equity loans		1,677			—			12			(2	)		113			(1,606	)		194			(5	)
Other asset-backed securities		2,308			48			(82	)		1,403			679			(1,015	)		3,341			(2	)

Total asset-backed securities		12,510			48			(193	)		(76	)		971			(2,621	)		10,639			(7	)

Other debt securities		77			—			(1	)		12			—			—			88			—

Total debt securities		20,380			111			262			2,140			1,618			(5,387	)		19,124			(21	)

Marketable equity securities:
Perpetual preferred securities		2,305			66			(26	)		297			—			(13	)		2,629			—
Other marketable equity securities		88			—			—			(38	)		—			(34	)		16			—

Total marketable equity securities		2,393			66			(26	)		259			—			(47	)		2,645			—

Total securities available for sale		22,773			177			236			2,399			1,618			(5,434	)		21,769			(21	)

Mortgages held for sale		3,523			(15	)		—			(251	)		203			(200	)		3,260			(17)	(4)
Loans		—			52			—			(51	)		366			—			367			52	(4)
Mortgage servicing rights (residential)		16,004			(4,633	)		—			1,998			—			(118	)		13,251			(3,438)	(4)
Net derivative assets and liabilities:
Interest rate contracts		(114	)		2,673			—			(1,916	)		—			—			643			426
Equity contracts		(344	)		(7	)		—			142			2			(25	)		(232	)		29
Foreign exchange contracts		(1	)		(3	)		—			2			—			—			(2	)		—
Credit contracts		(330	)		(692	)		—			23			6			—			(993	)		(671	)
Other derivative contracts		(43	)		(65	)		—			5			—			—			(103	)		—

Total derivative contracts		(832	)		1,906			—			(1,744	)		8			(25	)		(687	)		(216)	(5)

Other assets		1,373			25			—			(49	)		—			(989	)		360			(12)	(4)
Short sale liabilities (corporate debt securities)		(26	)		(1	)		—			(42	)		—			65			(4	)		—
Other liabilities (excluding derivatives)		(1,085	)		(778	)		—			416			(359	)		—			(1,806	)		(779	)


(1)		The amounts presented as transfers into and out of Level 3 represent fair value as of the beginning of the period in which each transfer occurred.
(2)		Represents only net gains (losses) that are due to changes in economic conditions and management’s estimates of fair value and excludes changes due to the collection/realization of cash flows over time.
(3)		Included in other noninterest income in the income statement.
(4)		Included in mortgage banking in the income statement.
(5)		Included in mortgage banking, trading activities and other noninterest income in the income statement.

115

The changes in the first half of 2009 for Level 3 assets and liabilities measured at fair value on a recurring basis are summarized as follows:



																			Net unrealized
				Total net gains						Purchases		,							gains (losses)
				(losses) included in						sales		,	Net						included in net
							Other			issuances			transfers						income related
	Balance		,				compre-			and			into and/			Balance		,	to assets and
	beginning			Net			hensive			settlements		,	or out of			end			liabilities held
(in millions)	of period			income			income			net			Level 3		(1)	of period			at period end		(2)

Six months ended June 30, 2009
Trading assets (excluding derivatives)	$	3,495			42			—			(1,398	)		336			2,475			82	(3)
Securities available for sale:
Securities of U.S. states and political subdivisions		903			18			13			46			(75	)		905			(6	)
Mortgage-backed securities:
Federal agencies		4			—			—			—			(4	)		—			—
Residential		3,510			(30	)		884			(588	)		2,137			5,913			(151	)
Commercial		286			(118	)		747			49			1,651			2,615			(11	)

Total mortgage-backed securities		3,800			(148	)		1,631			(539	)		3,784			8,528			(162	)

Corporate debt securities		282			2			56			(23	)		(31	)		286			—
Collateralized debt obligations		2,083			55			189			104			317			2,748			(56	)
Other		12,799			29			1,064			1,657			169			15,718			(53	)

Total debt securities		19,867			(44	)		2,953			1,245			4,164			28,185			(277	)

Marketable equity securities:
Perpetual preferred securities		2,775			86			115			(234	)		(26	)		2,716			(1	)
Other marketable equity securities		50			—			(1	)		62			16			127			—

Total marketable equity securities		2,825			86			114			(172	)		(10	)		2,843			(1	)

Total securities available for sale	$	22,692			42			3,067			1,073			4,154			31,028			(278	)

Mortgages held for sale	$	4,718			(2	)		—			(471	)		(146	)		4,099			(9)	(4)
Mortgage servicing rights (residential)		14,714			(2,587	)		—			3,563			—			15,690			(508)	(4)
Net derivative assets and liabilities		37			(6	)		—			(502	)		265			(206	)		(422)	(5)
Other assets (excluding derivatives)		1,231			(33	)		—			28			—			1,226			(3)	(4)
Other liabilities (excluding derivatives)		(638	)		(178	)		—			(34	)		(2	)		(852	)		(179	)


(1)		The amounts presented as transfers into and out of Level 3 represent fair value as of the beginning of the period in which each transfer occurred.
(2)		Represents only net gains (losses) that are due to changes in economic conditions and management’s estimates of fair value and excludes changes due to the collection/realization of cash flows over time.
(3)		Included in other noninterest income in the income statement.
(4)		Included in mortgage banking in the income statement.
(5)		Included in mortgage banking, trading activities and other noninterest income in the income statement.

116

Changes in Fair Value Levels

We monitor the availability of observable market data to assess the appropriate classification of financial instruments within the fair value hierarchy. Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments from one fair value level to another. In such instances, we report the transfer at the beginning of the reporting period.

We evaluate the significance of transfers between levels based upon the nature of the financial instrument and size of the transfer relative to total assets, total liabilities or total earnings. For the quarter ended June 30, 2010, there were no significant transfers in or out of Levels 1, 2 or 3.

Significant changes to Level 3 assets for the first half of 2010, are described as follows:

•

Our adoption of new consolidation accounting guidance on January 1, 2010, impacted Level 3 balances for certain financial instruments. Reductions in Level 3 balances, which represent derecognition of existing investments in newly consolidated VIEs, are reflected as transfers out for the following categories: trading assets, $276 million; securities available for sale, $1.9 billion; and mortgage servicing rights, $118 million. Increases in Level 3 balances, which represent newly consolidated VIE assets, are reflected as transfers in for the following categories: securities available for sale, $829 million; loans, $366 million; and long-term debt, $359 million.

•

We transferred $3.5 billion of debt securities available for sale from Level 3 to Level 2 due to an increase in the volume of trading activity for certain securities, which resulted in increased occurrences of observable market prices.

For the first half of 2009, $4.2 billion of debt securities available for sale were transferred on a net basis from Level 2 to Level 3 because significant inputs to the valuation became unobservable, largely due to reduced levels of market liquidity.

117

Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis

We may be required, from time to time, to measure certain assets at fair value on a nonrecurring basis in accordance with GAAP. These adjustments to fair value usually result from application of lower-of-cost-or-market accounting or write-downs of individual assets. For assets measured at fair value on a nonrecurring basis in the six months ended June 30, 2010, and year ended December 31, 2009, that were still held in the balance sheet at each respective period end, the following table provides the fair value hierarchy and the carrying value of the related individual assets or portfolios at period end.



	Carrying value at period end
(in millions)	Level 1		Level 2		Level 3		Total

June 30, 2010
Mortgages held for sale (1)	$	—		2,470		724		3,194
Loans held for sale		—		407		—		407
Loans (2):
Commercial and commercial real estate:
Commercial		—		432		90		522
Real estate mortgage		—		603		2		605
Real estate construction		—		642		—		642

Total commercial and commercial real estate		—		1,677		92		1,769

Consumer:
Real estate 1 - 4 family first mortgage		—		5,196		—		5,196
Real estate 1 - 4 family junior liens		—		410		—		410
Other		—		83		17		100

Total consumer		—		5,689		17		5,706

Foreign		—		10		—		10

Total loans		—		7,376		109		7,485

Other assets:
Private equity investments		—		—		26		26
Foreclosed assets (3)		—		356		23		379
Operating lease assets		—		22		—		22

December 31, 2009
Mortgages held for sale (1)	$	—		1,105		711		1,816
Loans held for sale		—		444		—		444
Loans (2)		—		6,177		134		6,311
Private equity investments		—		—		52		52
Foreclosed assets (3)		—		199		38		237
Operating lease assets		—		90		29		119


(1)		Predominantly real estate 1-4 family first mortgage loans.
(2)		Represents carrying value of loans for which adjustments are based on the appraised value of the collateral. The carrying value of loans fully charged-off, which includes unsecured lines and loans, is zero.
(3)		Represents the fair value of foreclosed real estate and other collateral owned that were measured at fair value subsequent to their initial classification as foreclosed assets.

118

The following table presents the increase (decrease) in value of certain assets that are measured at fair value on a nonrecurring basis for which a fair value adjustment has been included in the income statement.



(in millions)

Six months ended June 30, 2010
Mortgages held for sale	$	23
Loans held for sale		9
Loans (1):
Commercial and commercial real estate:
Commercial		(1,110	)
Real estate mortgage		(250	)
Real estate construction		(255	)

Total commercial and commercial real estate		(1,615	)

Consumer:
Real estate 1 - 4 family first mortgage		(1,807	)
Real estate 1 - 4 family junior liens		(2,236	)
Other		(1,843	)

Total consumer		(5,886	)

Foreign		—

Total loans		(7,501	)

Other assets:
Private equity investments		(28	)
Foreclosed assets (2)		(115	)
Operating lease assets		(1	)

Total	$	(7,613	)

Six months ended June 30, 2009
Mortgages held for sale	$	1
Loans held for sale		119
Loans (1)		(6,100	)
Private equity investments		(61	)
Foreclosed assets (2)		(225	)
Operating lease assets		(16	)

Total	$	(6,282	)


(1)		Represents write-downs of loans based on the appraised value of the collateral and write-downs of loans fully charged-off to zero.
(2)		Represents the losses on foreclosed real estate and other collateral owned that were measured at fair value subsequent to their initial classification as foreclosed assets.

119

Alternative Investments

The following table summarizes our investments in various types of funds, which are included in trading assets, securities available for sale and other assets. We use the funds’ net asset values (NAVs) per share as a practical expedient to measure fair value on recurring and nonrecurring bases. The fair values presented in the table are based upon the funds’ NAVs or an equivalent measure.

Redemption

Fair

Unfunded

Redemption

notice

(in millions)

value

commitments

frequency

period

June 30, 2010

Offshore funds (1)

1,492

—

Daily - Annually

1 - 120 days

Funds of funds

—

Monthly - Annually

10 - 120 days

Hedge funds

—

Monthly - Annually

30 - 120 days

Private equity funds (2)

1,774

760

N/A

Venture capital funds (3)

N/A

Total

3,443

803

December 31, 2009

Offshore funds (1)

1,270

—

Daily - Quarterly

1 - 90 days

Funds of funds

—

Monthly - Annually

10 - 120 days

Hedge funds

—

Monthly - Annually

30 - 180 days

Private equity funds (2)

901

340

N/A

Venture capital funds (3)

N/A

Total

2,368

387


N/A — Not applicable
(1)		Includes investments in funds that invest primarily in investment grade European fixed income securities. Redemption restrictions are in place for investments with a fair value of $67 million at June 30, 2010, and $76 million at December 31, 2009, due to lock-up provisions that will remain in effect until November 2012.
(2)		Includes private equity funds that invest in equity and debt securities issued by private and publicly-held companies in connection with leveraged buy-outs, recapitalizations, and expansion opportunities. Substantially all of these investments do not allow redemptions. Alternatively, we receive distributions as the underlying assets of the funds liquidate, which we expect to occur over the next 10 years.
(3)		Represents investments in funds that invest in domestic and foreign companies in a variety of industries, including information technology, financial services, and healthcare. These investments can never be redeemed with the funds. Instead, we receive distributions as the underlying assets of the fund liquidate, which we expect to occur over the next seven years.

120

Fair Value Option

The following table reflects the differences between fair value carrying amount of certain assets and liabilities for which we have elected the fair value option and the contractual aggregate unpaid principal amount at maturity.



	June 30, 2010									Dec. 31, 2009
							Fair value							Fair value
							carrying							carrying
							amount							amount
							less							less
	Fair value			Aggregate			aggregate			Fair value		Aggregate		aggregate
	carrying			unpaid			unpaid			carrying		unpaid		unpaid
(in millions)	amount			principal			principal			amount		principal		principal

Mortgages held for sale:
Total loans	$	34,877			34,084			793	(1)		36,962		37,072		(110	)(1)
Nonaccrual loans		317			640			(323	)		268		560		(292	)
Loans 90 days or more past due and still accruing		47			56			(9	)		49		63		(14	)
Loans held for sale:
Total loans		238			264			(26	)		149		159		(10	)
Nonaccrual loans		8			12			(4	)		5		2		3
Loans:
Total loans		367			410			(43	)		—		—		—
Nonaccrual loans		13			15			(2	)		—		—		—
Loans 90 days or more past due and still accruing		2			2			—			—		—		—
Long-term debt		(361	)		(413	)		52			—		—		—


(1)		The difference between fair value carrying amount and aggregate unpaid principal includes changes in fair value recorded at and subsequent to funding, gains and losses on the related loan commitment prior to funding, and premiums on acquired loans.

121

The assets accounted for under the fair value option are initially measured at fair value. Gains and losses from initial measurement and subsequent changes in fair value are recognized in earnings. The changes in fair values related to initial measurement and subsequent changes in fair value included in earnings for these assets measured at fair value are shown, by income statement line item, below.



	2010						2009
	Mortgage banking						Mortgage banking
	noninterest income						noninterest income
	Net gains						Net gains
	on mortgage			Other			on mortgage		Other
	loan origination/sales			noninterest			loan origination/sales		noninterest
(in millions)	activities (1)			income			activities (1)		income

Quarter ended June 30,
Mortgages held for sale	$	1,769			—			630		—
Loans held for sale		—			3			—		48
Loans		8			—			—		—
Long-term debt		(8	)		—			—		—
Other interests held		—			(6	)		—		96

Six months ended June 30,
Mortgages held for sale	$	3,231			—			2,293		—
Loans held for sale		—			17			—		92
Loans		52			—			—		—
Long-term debt		(45	)		—			—		—
Other interests held		—			(46	)		—		79


(1)		Includes changes in fair value of servicing associated with MHFS.

Interest income on MHFS measured at fair value is calculated based on the note rate of the loan and is recorded in interest income in the income statement.

Earnings attributable to instrument-specific credit risk related to assets accounted for under the fair value option included estimated losses of $47 million and $117 million for second quarter 2010 and 2009, respectively, and $69 million and $172 million for MHFS for the first half of 2010 and 2009, respectively, and estimated gains of $3 million, $21 million, $17 million and $42 million for LHFS for the same periods, respectively. For performing loans, instrument-specific credit risk gains or losses were derived principally by determining the change in fair value of the loans due to changes in the observable or implied credit spread. Credit spread is the market yield on the loans less the relevant risk-free benchmark interest rate. Since the second half of 2007, spreads have been significantly impacted by the lack of liquidity in the secondary market for mortgage loans. For nonperforming loans, we attribute all changes in fair value to instrument-specific credit risk.

122

Disclosures about Fair Value of Financial Instruments

The table below is a summary of fair value estimates for financial instruments, excluding short-term financial assets and liabilities because carrying amounts approximate fair value, and excluding financial instruments recorded at fair value on a recurring basis. The carrying amounts in the following table are recorded in the balance sheet under the indicated captions.

We have not included assets and liabilities that are not financial instruments in our disclosure, such as the value of the long-term relationships with our deposit, credit card and trust customers, amortized MSRs, premises and equipment, goodwill and other intangibles, deferred taxes and other liabilities. The total of the fair value calculations presented does not represent, and should not be construed to represent, the underlying value of the Company.

June 30, 2010

Dec. 31, 2009

Carrying

Estimated

Carrying

Estimated

(in millions)

amount

fair value

amount

fair value

Financial assets

Mortgages held for sale (1)

3,704

3,739

2,132

Loans held for sale (2)

3,761

3,842

5,584

5,719

Loans, net (3)

728,016

708,667

744,225

717,798

Nonmarketable equity investments (cost method)

9,793

10,041

9,793

9,889

Financial liabilities

Deposits

815,623

816,655

824,018

824,678

Long-term debt (3)(4)

184,659

189,525

203,784

205,752


(1)		Balance excludes mortgages held for sale for which the fair value option was elected, and therefore includes nonprime and other residential and commercial mortgages held for sale.
(2)		Balance excludes loans held for sale for which the fair value option was elected.
(3)		At June 30, 2010, loans and long-term debt exclude balances for which the fair value option was elected. Loans exclude lease financing with a carrying amount of $13.5 billion at June 30, 2010, and $14.2 billion at December 31, 2009.
(4)		The carrying amount and fair value exclude obligations under capital leases of $52 million at June 30, 2010, and $77 million at December 31, 2009.

Loan commitments, standby letters of credit and commercial and similar letters of credit are not included in the table above. These instruments generate ongoing fees at our current pricing levels, which are recognized over the term of the commitment period. In situations where the credit quality of the counterparty to a commitment has declined, we record a reserve. A reasonable estimate of the fair value of these instruments is the carrying value of deferred fees plus the related reserve. This amounted to $725 million at both June 30, 2010, and December 31, 2009. Certain letters of credit that are hedged with derivative instruments are carried at fair value in trading assets or liabilities. For those letters of credit fair value is calculated based on readily quotable credit default spreads, using a market risk credit default swap model.

123

13. PREFERRED STOCK

We are authorized to issue 20 million shares of preferred stock and 4 million shares of preference stock, both without par value. Preferred shares outstanding rank senior to common shares both as to dividends and liquidation preference but have no general voting rights. We have not issued any preference shares under this authorization.

The following table provides detail of preferred stock at June 30, 2010, which is unchanged from December 31, 2009.



	Shares
	issued and				Carrying
(in millions, except shares)	outstanding		Par value		value		Discount

DEP Shares
Dividend Equalization Preferred Shares, $10 liquidation preference per share, 97,000 shares authorized		96,546	$	—		—		—
Series J (1)
8.00% Non-Cumulative Perpetual Class A Preferred Stock, Series J, $1,000 liquidation preference per share, 2,300,000 shares authorized		2,150,375		2,150		1,995		155
Series K (1)
7.98% Fixed-to-Floating Non-Cumulative Perpetual Class A Preferred Stock, Series K, $1,000 liquidation preference per share, 3,500,000 shares authorized		3,352,000		3,352		2,876		476
Series L (1)
7.50% Non-Cumulative Perpetual Convertible Class A Preferred Stock, Series L, $1,000 liquidation preference per share, 4,025,000 shares authorized		3,968,000		3,968		3,200		768

Total		9,566,921	$	9,470		8,071		1,399


(1)		Preferred shares qualify as Tier 1 capital.

In addition to the preferred stock issued and outstanding described in the table above, we have the following preferred stock authorized with no shares issued and outstanding:

•		Series A – Non-Cumulative Perpetual Preferred Stock, Series A, $100,000 liquidation preference per share, 25,001 shares authorized
•		Series B – Non-Cumulative Perpetual Preferred Stock, Series B, $100,000 liquidation preference per share, 17,501 shares authorized
•		Series G – 7.25% Class A Preferred Stock, Series G, $15,000 liquidation preference per share, 50,000 shares authorized
•		Series H – Floating Class A Preferred Stock, Series H, $20,000 liquidation preference per share, 50,000 shares authorized
•		Series I – 5.80% Fixed to Floating Class A Preferred Stock, Series I, $100,000 liquidation preference per share, 25,010 shares authorized

124

ESOP Cumulative Convertible Preferred Stock All shares of our ESOP (Employee Stock Ownership Plan) Cumulative Convertible Preferred Stock (ESOP Preferred Stock) were issued to a trustee acting on behalf of the Wells Fargo & Company 401(k) Plan (the 401(k) Plan). Dividends on the ESOP Preferred Stock are cumulative from the date of initial issuance and are payable quarterly at annual rates ranging from 8.50% to 11.75%, depending upon the year of issuance. Each share of ESOP Preferred Stock released from the unallocated reserve of the 401(k) Plan is converted into shares of our common stock based on the stated value of the ESOP Preferred Stock and the then current market price of our common stock. The ESOP Preferred Stock is also convertible at the option of the holder at any time, unless previously redeemed. We have the option to redeem the ESOP Preferred Stock at any time, in whole or in part, at a redemption price per share equal to the higher of (a) $1,000 per share plus accrued and unpaid dividends or (b) the fair market value, as defined in the Certificates of Designation for the ESOP Preferred Stock.



	Shares issued and outstanding						Carrying value						Adjustable
	June 30		,	Dec. 31		,	June 30		,	Dec. 31		,	dividend rate
(in millions, except shares)	2010			2009			2010			2009			Minimum			Maximum

ESOP Preferred Stock (1)
2010		509,814			—		$	510			—			9.50	%		10.50
2008		112,029			120,289			112			120			10.50			11.50
2007		95,524			97,624			95			98			10.75			11.75
2006		69,782			71,322			70			71			10.75			11.75
2005		50,552			51,687			50			52			9.75			10.75
2004		35,615			36,425			36			37			8.50			9.50
2003		20,974			21,450			21			21			8.50			9.50
2002		11,677			11,949			12			12			10.50			11.50
2001		3,205			3,273			3			3			10.50			11.50

Total ESOP Preferred Stock		909,172			414,019		$	909			414

Unearned ESOP shares (2)							$	(977	)		(442	)


(1)		Liquidation preference $1,000. At June 30, 2010, and December 31, 2009, additional paid-in capital included $68 million and $28 million, respectively, related to preferred stock.
(2)		We recorded a corresponding charge to unearned ESOP shares in connection with the issuance of the ESOP Preferred Stock. The unearned ESOP shares are reduced as shares of the ESOP Preferred Stock are committed to be released.

125

14. EMPLOYEE BENEFITS

We sponsor a noncontributory qualified defined benefit retirement plan, the Wells Fargo & Company Cash Balance Plan (Cash Balance Plan), which covers eligible employees of Wells Fargo; the benefits earned under the Cash Balance Plan were frozen effective July 1, 2009.

On April 28, 2009, the Board of Directors approved amendments to freeze the benefits earned under the Wells Fargo qualified and supplemental Cash Balance Plans and the Wachovia Corporation Pension Plan, a cash balance plan that covered eligible employees of the legacy Wachovia Corporation, and to merge the Wachovia Pension Plan into the qualified Cash Balance Plan. These actions became effective on July 1, 2009.

The net periodic benefit cost was:



	2010								2009
	Pension benefits								Pension benefits
				Non-		Other						Non-			Other
(in millions)	Qualified			qualified		benefits			Qualified			qualified			benefits

Quarter ended June 30,
Service cost	$	2			—		3			100			4			3
Interest cost		138			9		19			149			11			21
Expected return on plan assets		(179	)		—		(7	)		(160	)		—			(7	)
Amortization of net actuarial loss		26			1		—			48			1			1
Amortization of prior service cost		—			—		(1	)		—			(1	)		(1	)
Curtailment gain		—			—		—			(32	)		(35	)		—

Net periodic benefit cost	$	(13	)		10		14			105			(20	)		17

Six months ended June 30,
Service cost	$	3			—		6			207			8			6
Interest cost		277			18		39			294			21			42
Expected return on plan assets		(358	)		—		(14	)		(323	)		—			(14	)
Amortization of net actuarial loss		52			2		—			154			3			2
Amortization of prior service cost		—			—		(2	)		—			(2	)		(2	)
Curtailment gain		—			—		—			(32	)		(35	)		—

Net periodic benefit cost	$	(26	)		20		29			300			(5	)		34

126

15. EARNINGS PER COMMON SHARE

The table below shows earnings per common share and diluted earnings per common share and reconciles the numerator and denominator of both earnings per common share calculations.

For the quarters ended June 30, 2010 and 2009, options to purchase 156.0 million and 272.1 million weighted-average shares, respectively, and warrants to purchase 78.6 and 110.3 weighted-average shares, respectively, and for the six months ended June 30, 2010 and 2009, options to purchase 187.0 million and 290.1 million weighted-average shares, respectively, and warrants to purchase 94.4 million and 110.3 million weighted-average shares, respectively, were outstanding but not included in the calculation of diluted earnings per common share because the exercise price was higher than the weighted-average market price, and therefore were antidilutive.



	Quarter ended June 30				,	Six months ended June 30				,
(in millions, except per share amounts)	2010		2009			2010		2009

Wells Fargo net income	$	3,062		3,172			5,609		6,217
Less: Preferred stock dividends, accretion and other (1)		184		597			359		1,258

Wells Fargo net income applicable to common stock (numerator)	$	2,878		2,575			5,250		4,959

Earnings per common share
Average common shares outstanding (denominator)		5,219.7		4,483.1			5,205.1		4,365.9
Per share	$	0.55		0.58			1.01		1.14

Diluted earnings per common share
Average common shares outstanding		5,219.7		4,483.1			5,205.1		4,365.9
Add: Stock options		32.9		18.2			32.1		9.0
Restricted share rights		8.2		0.3			5.8		0.2

Diluted average common shares outstanding (denominator)		5,260.8		4,501.6			5,243.0		4,375.1

Per share	$	0.55		0.57			1.00		1.13


(1)		For the quarter and six months ended June 30, 2010, includes $185 million and $369 million, respectively, of preferred stock dividends.

127

16. OPERATING SEGMENTS

We have three lines of business for management reporting: Community Banking; Wholesale Banking; and Wealth, Brokerage and Retirement. The results for these lines of business are based on our management accounting process, which assigns balance sheet and income statement items to each responsible operating segment. This process is dynamic and, unlike financial accounting, there is no comprehensive, authoritative guidance for management accounting equivalent to GAAP. The management accounting process measures the performance of the operating segments based on our management structure and is not necessarily comparable with similar information for other financial services companies. We define our operating segments by product type and customer segment. If the management structure and/or the allocation process changes, allocations, transfers and assignments may change. In first quarter 2010, we conformed certain funding and allocation methodologies of legacy Wachovia to those of Wells Fargo; in addition integration expense related to mergers other than the Wachovia merger are now included in segment results. Prior periods have been revised to reflect both changes.

Community Banking offers a complete line of diversified financial products and services to consumers and small businesses with annual sales generally up to $20 million in which the owner generally is the financial decision maker. Community Banking also offers investment management and other services to retail customers and securities brokerage through affiliates. These products and services include the Wells Fargo Advantage Funds ^SM , a family of mutual funds. Loan products include lines of credit, equity lines and loans, equipment and transportation loans, education loans, origination and purchase of residential mortgage loans and servicing of mortgage loans and credit cards. Other credit products and financial services available to small businesses and their owners include receivables and inventory financing, equipment leases, real estate and other commercial financing, Small Business Administration financing, venture capital financing, cash management, payroll services, retirement plans, Health Savings Accounts, credit cards, and merchant payment processing. Community Banking also purchases sales finance contracts from retail merchants throughout the United States and directly from auto dealers in Puerto Rico. Consumer and business deposit products include checking accounts, savings deposits, market rate accounts, Individual Retirement Accounts, time deposits and debit cards.

Community Banking serves customers through a complete range of channels, including traditional banking stores, in-store banking centers, business centers, ATMs, Online and Mobile Banking, and Wells Fargo Customer Connection , a 24-hours a day, seven days a week telephone service.

128

Wholesale Banking provides financial solutions to businesses across the United States with annual sales generally in excess of $10 million and to financial institutions globally. Wholesale Banking provides a complete line of commercial, corporate, capital markets, cash management and real estate banking products and services. These include traditional commercial loans and lines of credit, letters of credit, asset-based lending, equipment leasing, mezzanine financing, high-yield debt, international trade facilities, trade financing, collection services, foreign exchange services, treasury management, investment management, institutional fixed-income sales, interest rate, commodity and equity risk management, online/electronic products such as the Commercial Electronic Office ^{^®} ( CEO ^{^®} ) portal, insurance, corporate trust fiduciary and agency services, and investment banking services. Wholesale Banking manages customer investments through institutional separate accounts and mutual funds, including the Wells Fargo Advantage Funds and Wells Capital Management. Wholesale Banking also supports the CRE market with products and services such as construction loans for commercial and residential development, land acquisition and development loans, secured and unsecured lines of credit, interim financing arrangements for completed structures, rehabilitation loans, affordable housing loans and letters of credit, permanent loans for securitization, CRE loan servicing and real estate and mortgage brokerage services.

Wealth, Brokerage and Retirement provides a full range of financial advisory, lending, fiduciary, and investment management services to clients using a planning approach to meet each client’s needs. Wealth Management uses an integrated model to provide affluent and high-net-worth customers with a complete range of wealth management solutions and services. Family Wealth meets the unique needs of ultra-high-net-worth customers managing multi-generational assets — those with at least $50 million in assets. Retail Brokerage’s financial advisors serve customers’ advisory, brokerage and financial needs, including investment management, portfolio monitoring and estate planning as part of one of the largest full-service brokerage firms in the United States. They also offer access to banking products, insurance, and investment banking services. First Clearing LLC, our correspondent clearing firm, provides technology, product and other business support to broker-dealers across the United States. Retirement is a national leader in providing institutional retirement and trust services (including 401(k) and pension plan record keeping) for businesses, retail retirement solutions for individuals, and reinsurance services for the life insurance industry.

Other includes corporate items (such as integration expenses related to the Wachovia merger) not specific to a business segment and elimination of certain items that are included in more than one business segment.

129

The following table presents certain financial information and related metrics by operating segment and in total for the consolidated company.



	Community				Wholesale				Wealth, Brokerage											Consolidated
(income/expense in millions,	Banking				Banking				and Retirement					Other (3)						Company
average balances in billions)	2010		2009		2010		2009		2010		2009			2010			2009			2010		2009

Quarter ended June 30,
Net interest income (1)	$	8,113		8,953		2,978		2,460		684		637			(326	)		(286	)		11,449		11,764
Provision for credit losses		3,357		4,303		626		738		81		111			(75	)		(66	)		3,989		5,086
Noninterest income		5,614		6,285		2,675		2,775		2,183		2,187			(527	)		(504	)		9,945		10,743
Noninterest expense		7,711		7,922		2,840		2,802		2,350		2,300			(155	)		(327	)		12,746		12,697

Income (loss) before income tax expense (benefit)		2,659		3,013		2,187		1,695		436		413			(623	)		(397	)		4,659		4,724
Income tax expense (benefit)		811		849		775		619		165		158			(237	)		(151	)		1,514		1,475

Net income (loss) before noncontrolling interests		1,848		2,164		1,412		1,076		271		255			(386	)		(246	)		3,145		3,249
Less: Net income from noncontrolling interests		82		73		—		7		1		(3	)		—			—			83		77

Net income (loss) (2)	$	1,766		2,091		1,412		1,069		270		258			(386	)		(246	)		3,062		3,172

Average loans	$	539.1		565.8		223.4		258.4		42.6		46.0			(32.6	)		(36.3	)		772.5		833.9
Average assets		778.4		824.0		362.4		377.7		141.0		127.0			(57.6	)		(53.8	)		1,224.2		1,274.9
Average core deposits		533.4		565.6		161.5		137.4		121.5		113.5			(54.6	)		(50.8	)		761.8		765.7

Six months ended June 30,
Net interest income (1)	$	16,420		17,620		5,478		4,803		1,348		1,278			(650	)		(561	)		22,596		23,140
Provision for credit losses		7,887		8,323		1,425		1,281		144		134			(137	)		(94	)		9,319		9,644
Noninterest income		11,369		12,012		5,500		5,325		4,429		4,065			(1,052	)		(1,018	)		20,246		20,384
Noninterest expense		14,941		15,332		5,500		5,335		4,740		4,535			(318	)		(687	)		24,863		24,515

Income (loss) before income tax expense (benefit)		4,961		5,977		4,053		3,512		893		674			(1,247	)		(798	)		8,660		9,365
Income tax expense (benefit)		1,610		1,806		1,441		1,260		338		265			(474	)		(304	)		2,915		3,027

Net income (loss) before noncontrolling interests		3,351		4,171		2,612		2,252		555		409			(773	)		(494	)		5,745		6,338
Less: Net income (loss) from noncontrolling interests		130		134		3		12		3		(25	)		—			—			136		121

Net income (loss) (2)	$	3,221		4,037		2,609		2,240		552		434			(773	)		(494	)		5,609		6,217

Average loans	$	547.1		566.8		227.8		268.3		43.2		46.3			(33.2	)		(36.7	)		784.9		844.7
Average assets		781.6		817.4		361.9		393.1		139.4		122.1			(57.8	)		(50.3	)		1,225.1		1,282.3
Average core deposits		532.8		560.3		161.2		138.5		121.3		108.2			(54.8	)		(47.2	)		760.5		759.8


(1)		Net interest income is the difference between interest earned on assets and the cost of liabilities to fund those assets. Interest earned includes actual interest earned on segment assets and, if the segment has excess liabilities, interest credits for providing funding to other segments. The cost of liabilities includes interest expense on segment liabilities and, if the segment does not have enough liabilities to fund its assets, a funding charge based on the cost of excess liabilities from another segment.
(2)		Represents segment net income (loss) for Community Banking; Wholesale Banking; and Wealth, Brokerage and Retirement segments and Wells Fargo net income for the consolidated company.
(3)		Includes Wachovia integration expenses and the elimination of items that are included in both Community Banking and Wealth, Brokerage and Retirement, largely representing wealth management customers serviced and products sold in the stores.

130

17. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

Following are the condensed consolidating financial statements of the Parent and Wells Fargo Financial, Inc. (WFFI) and its wholly-owned subsidiaries.

Condensed Consolidating Statement of Income



	Quarter ended June 30, 2010
						Other
						consolidating					Consolidated
(in millions)	Parent			WFFI		subsidiaries		Eliminations			Company

Dividends from subsidiaries:
Bank	$	5,975			—		—		(5,975	)		—
Nonbank		15			—		—		(15	)		—
Interest income from loans		—			693		9,622		(38	)		10,277
Interest income from subsidiaries		302			—		9		(311	)		—
Other interest income		86			30		3,079		—			3,195

Total interest income		6,378			723		12,710		(6,339	)		13,472

Deposits		—			—		714		—			714
Short-term borrowings		21			11		93		(104	)		21
Long-term debt		729			260		489		(245	)		1,233
Other interest expense		1			—		54		—			55

Total interest expense		751			271		1,350		(349	)		2,023

Net interest income		5,627			452		11,360		(5,990	)		11,449
Provision for credit losses		—			198		3,791		—			3,989

Net interest income after provision for credit losses		5,627			254		7,569		(5,990	)		7,460

Noninterest income
Fee income — nonaffiliates		—			26		6,027		—			6,053
Other		171			29		3,880		(188	)		3,892

Total noninterest income		171			55		9,907		(188	)		9,945

Noninterest expense
Salaries and benefits		(17	)		26		6,843		—			6,852
Other		207			210		5,665		(188	)		5,894

Total noninterest expense		190			236		12,508		(188	)		12,746

Income (loss) before income tax expense (benefit) and equity in undistributed income of subsidiaries		5,608			73		4,968		(5,990	)		4,659
Income tax expense (benefit)		(118	)		26		1,606		—			1,514
Equity in undistributed income of subsidiaries		(2,664	)		—		—		2,664			—

Net income (loss) before noncontrolling interests		3,062			47		3,362		(3,326	)		3,145
Less: Net income from noncontrolling interests		—			—		83		—			83

Parent, WFFI, Other and Wells Fargo net income (loss)	$	3,062			47		3,279		(3,326	)		3,062

131

Condensed Consolidating Statement of Income



	Quarter ended June 30, 2009
						Other
						consolidating					Consolidated
(in millions)	Parent			WFFI		subsidiaries		Eliminations			Company

Dividends from subsidiaries:
Bank	$	1			—		—		(1	)		—
Nonbank		209			—		—		(209	)		—
Interest income from loans		—			867		9,669		(4	)		10,532
Interest income from subsidiaries		580			—		—		(580	)		—
Other interest income		114			27		3,630		(2	)		3,769

Total interest income		904			894		13,299		(796	)		14,301

Deposits		—			—		970		(13	)		957
Short-term borrowings		50			8		238		(241	)		55
Long-term debt		860			338		699		(412	)		1,485
Other interest expense		—			—		40		—			40

Total interest expense		910			346		1,947		(666	)		2,537

Net interest income		(6	)		548		11,352		(130	)		11,764
Provision for credit losses		—			348		4,738		—			5,086

Net interest income after provision for credit losses		(6	)		200		6,614		(130	)		6,678

Noninterest income
Fee income — nonaffiliates		—			30		5,717		—			5,747
Other		141			38		5,328		(511	)		4,996

Total noninterest income		141			68		11,045		(511	)		10,743

Noninterest expense
Salaries and benefits		144			31		6,550		—			6,725
Other		153			177		6,151		(509	)		5,972

Total noninterest expense		297			208		12,701		(509	)		12,697

Income (loss) before income tax expense (benefit) and equity in undistributed income of subsidiaries		(162	)		60		4,958		(132	)		4,724
Income tax expense (benefit)		(76	)		22		1,529		—			1,475
Equity in undistributed income of subsidiaries		3,258			—		—		(3,258	)		—

Net income (loss) before noncontrolling interests		3,172			38		3,429		(3,390	)		3,249
Less: Net income from noncontrolling interests		—			—		77		—			77

Parent, WFFI, Other and Wells Fargo net income (loss)	$	3,172			38		3,352		(3,390	)		3,172

132

Condensed Consolidating Statement of Income



	Six months ended June 30, 2010
						Other
						consolidating					Consolidated
(in millions)	Parent			WFFI		subsidiaries		Eliminations			Company

Dividends from subsidiaries:
Bank	$	5,975			—		—		(5,975	)		—
Nonbank		21			—		—		(21	)		—
Interest income from loans		—			1,419		18,972		(76	)		20,315
Interest income from subsidiaries		650			—		9		(659	)		—
Other interest income		164			60		6,158		—			6,382

Total interest income		6,810			1,479		25,139		(6,731	)		26,697

Deposits		—			—		1,449		—			1,449
Short-term borrowings		44			20		187		(212	)		39
Long-term debt		1,447			547		1,038		(523	)		2,509
Other interest expense		1			—		103		—			104

Total interest expense		1,492			567		2,777		(735	)		4,101

Net interest income		5,318			912		22,362		(5,996	)		22,596
Provision for credit losses		—			519		8,800		—			9,319

Net interest income after provision for credit losses		5,318			393		13,562		(5,996	)		13,277

Noninterest income
Fee income — nonaffiliates		—			54		11,806		—			11,860
Other		382			76		8,267		(339	)		8,386

Total noninterest income		382			130		20,073		(339	)		20,246

Noninterest expense
Salaries and benefits		(50	)		96		13,434		—			13,480
Other		465			357		10,900		(339	)		11,383

Total noninterest expense		415			453		24,334		(339	)		24,863

Income (loss) before income tax expense (benefit) and equity in undistributed income of subsidiaries		5,285			70		9,301		(5,996	)		8,660
Income tax expense (benefit)		(208	)		25		3,098		—			2,915
Equity in undistributed income of subsidiaries		116			—		—		(116	)		—

Net income (loss) before noncontrolling interests		5,609			45		6,203		(6,112	)		5,745
Less: Net income from noncontrolling interests		—			—		136		—			136

Parent, WFFI, Other and Wells Fargo net income (loss)	$	5,609			45		6,067		(6,112	)		5,609

133

Condensed Consolidating Statement of Income



	Six months ended June 30, 2009
							Other
							consolidating					Consolidated
(in millions)	Parent			WFFI			subsidiaries		Eliminations			Company

Dividends from subsidiaries:
Bank	$	717			—			—		(717	)		—
Nonbank		209			—			—		(209	)		—
Interest income from loans		—			1,852			19,454		(9	)		21,297
Interest income from subsidiaries		1,231			—			—		(1,231	)		—
Other interest income		227			53			7,042		(5	)		7,317

Total interest income		2,384			1,905			26,496		(2,171	)		28,614

Deposits		—			—			1,977		(21	)		1,956
Short-term borrowings		114			17			574		(527	)		178
Long-term debt		1,889			706			1,482		(813	)		3,264
Other interest expense		—			—			76		—			76

Total interest expense		2,003			723			4,109		(1,361	)		5,474

Net interest income		381			1,182			22,387		(810	)		23,140
Provision for credit losses		—			1,023			8,621		—			9,644

Net interest income after provision for credit losses		381			159			13,766		(810	)		13,496

Noninterest income
Fee income — nonaffiliates		—			83			11,027		—			11,110
Other		314			71			10,025		(1,136	)		9,274

Total noninterest income		314			154			21,052		(1,136	)		20,384

Noninterest expense
Salaries and benefits		282			50			12,887		—			13,219
Other		263			371			11,796		(1,134	)		11,296

Total noninterest expense		545			421			24,683		(1,134	)		24,515

Income (loss) before income tax expense (benefit) and equity in undistributed income of subsidiaries		150			(108	)		10,135		(812	)		9,365
Income tax expense (benefit)		(234	)		(35	)		3,296		—			3,027
Equity in undistributed income of subsidiaries		5,833			—			—		(5,833	)		—

Net income (loss) before noncontrolling interests		6,217			(73	)		6,839		(6,645	)		6,338
Less: Net income from noncontrolling interests		—			—			121		—			121

Parent, WFFI, Other and Wells Fargo net income (loss)	$	6,217			(73	)		6,718		(6,645	)		6,217

134

Condensed Consolidating Balance Sheet



	June 30, 2010
						Other
						consolidating						Consolidated
(in millions)	Parent		WFFI			subsidiaries			Eliminations			Company

Assets
Cash and cash equivalents due from:
Subsidiary banks	$	29,609		195			—			(29,804	)		—
Nonaffiliates		17		219			91,233			—			91,469
Securities available for sale		4,360		2,734			150,833			—			157,927
Mortgages and loans held for sale		—		—			42,580			—			42,580
Loans		7		32,498			747,311			(13,551	)		766,265
Loans to subsidiaries:
Bank		3,885		—			3,500			(7,385	)		—
Nonbank		54,137		—			—			(54,137	)		—
Allowance for loan losses		—		(1,728	)		(22,856	)		—			(24,584	)

Net loans		58,029		30,770			727,955			(75,073	)		741,681

Investments in subsidiaries:
Bank		134,097		—			—			(134,097	)		—
Nonbank		13,675		—			—			(13,675	)		—
Other assets		8,490		1,291			184,520			(2,096	)		192,205

Total assets	$	248,277		35,209			1,197,121			(254,745	)		1,225,862

Liabilities and equity
Deposits	$	—		—			845,427			(29,804	)		815,623
Short-term borrowings		1,609		12,712			75,873			(45,007	)		45,187
Accrued expenses and other liabilities		7,762		1,668			51,248			(2,096	)		58,582
Long-term debt		108,661		19,268			76,736			(19,593	)		185,072
Indebtedness to subsidiaries		10,473		—			—			(10,473	)		—

Total liabilities		128,505		33,648			1,049,284			(106,973	)		1,104,464

Parent, WFFI, other and Wells Fargo stockholders’ equity		119,772		1,551			146,221			(147,772	)		119,772
Noncontrolling interests		—		10			1,616			—			1,626

Total equity		119,772		1,561			147,837			(147,772	)		121,398

Total liabilities and equity	$	248,277		35,209			1,197,121			(254,745	)		1,225,862

135

Condensed Consolidating Balance Sheet



	December 31, 2009
						Other
						consolidating						Consolidated
(in millions)	Parent		WFFI			subsidiaries			Eliminations			Company

Assets
Cash and cash equivalents due from:
Subsidiary banks	$	27,303		205			—			(27,508	)		—
Nonaffiliates		11		249			67,705			—			67,965
Securities available for sale		4,666		2,665			165,379			—			172,710
Mortgages and loans held for sale		—		—			44,827			—			44,827
Loans		7		35,199			750,045			(2,481	)		782,770
Loans to subsidiaries:
Bank		6,760		—			—			(6,760	)		—
Nonbank		56,316		—			—			(56,316	)		—
Allowance for loan losses		—		(1,877	)		(22,639	)		—			(24,516	)

Net loans		63,083		33,322			727,406			(65,557	)		758,254

Investments in subsidiaries:
Bank		134,063		—			—			(134,063	)		—
Nonbank		12,816		—			—			(12,816	)		—
Other assets		10,758		1,500			189,049			(1,417	)		199,890

Total assets	$	252,700		37,941			1,194,366			(241,361	)		1,243,646

Liabilities and equity
Deposits	$	—		—			851,526			(27,508	)		824,018
Short-term borrowings		1,546		10,599			59,813			(32,992	)		38,966
Accrued expenses and other liabilities		7,878		1,439			54,542			(1,417	)		62,442
Long-term debt		119,353		24,437			80,499			(20,428	)		203,861
Indebtedness to subsidiaries		12,137		—			—			(12,137	)		—

Total liabilities		140,914		36,475			1,046,380			(94,482	)		1,129,287

Parent, WFFI, other and Wells Fargo stockholders’ equity		111,786		1,456			145,423			(146,879	)		111,786
Noncontrolling interests		—		10			2,563			—			2,573

Total equity		111,786		1,466			147,986			(146,879	)		114,359

Total liabilities and equity	$	252,700		37,941			1,194,366			(241,361	)		1,243,646

136

Condensed Consolidating Statement of Cash Flows



	Six months ended June 30, 2010
							Other
							consolidating
							subsidiaries/			Consolidated
(in millions)	Parent			WFFI			eliminations			Company

Cash flows from operating activities:
Net cash provided by operating activities	$	7,924			1,001			7,929			16,854

Cash flows from investing activities:
Securities available for sale:
Sales proceeds		370			462			3,149			3,981
Prepayments and maturities		—			108			22,633			22,741
Purchases		(113	)		(564	)		(10,418	)		(11,095	)
Loans:
Decrease in banking subsidiaries’ loan originations, net of collections		—			95			20,809			20,904
Proceeds from sales (including participations) of loans originated for investment by banking subsidiaries		—			—			3,556			3,556
Purchases (including participations) of loans by banking subsidiaries		—			—			(1,201	)		(1,201	)
Principal collected on nonbank entities’ loans		—			5,574			2,432			8,006
Loans originated by nonbank entities		—			(3,071	)		(2,238	)		(5,309	)
Net repayments from (advances to) subsidiaries		(2,004	)		(621	)		2,625			—
Principal collected on notes/loans made to subsidiaries		7,046			—			(7,046	)		—
Net decrease (increase) in investment in subsidiaries		1,359			—			(1,359	)		—
Net cash paid for acquisitions		—			—			(11	)		(11	)
Other, net		2			(12	)		(29,842	)		(29,852	)

Net cash provided by investing activities		6,660			1,971			3,089			11,720

Cash flows from financing activities:
Net change in:
Deposits		—			—			(8,395	)		(8,395	)
Short-term borrowings		(10	)		2,114			(1,010	)		1,094
Long-term debt:
Proceeds from issuance		1,577			—			588			2,165
Repayment		(13,282	)		(5,126	)		(13,517	)		(31,925	)
Preferred stock:
Cash dividends paid		(369	)		—			—			(369	)
Common stock:
Proceeds from issuance		865			—			—			865
Repurchased		(68	)		—			—			(68	)
Cash dividends paid		(520	)		—			—			(520	)
Common stock warrants repurchased		(540	)		—			—			(540	)
Excess tax benefits related to stock option payments		75			—			—			75
Net change in noncontrolling interests		—			—			(465	)		(465	)

Net cash used by financing activities		(12,272	)		(3,012	)		(22,799	)		(38,083	)

Net change in cash and due from banks		2,312			(40	)		(11,781	)		(9,509	)
Cash and due from banks at beginning of period		27,314			454			(688	)		27,080

Cash and due from banks at end of period	$	29,626			414			(12,469	)		17,571

137

Condensed Consolidating Statement of Cash Flows



	Six months ended June 30, 2009
							Other
							consolidating
							subsidiaries/			Consolidated
(in millions)	Parent			WFFI			eliminations			Company

Cash flows from operating activities:
Net cash provided by operating activities	$	721			801			16,327			17,849

Cash flows from investing activities:
Securities available for sale:
Sales proceeds		562			363			17,946			18,871
Prepayments and maturities		—			84			18,400			18,484
Purchases		(308	)		(597	)		(80,018	)		(80,923	)
Loans:
Decrease (increase) in banking subsidiaries’ loan originations, net of collections		—			(217	)		28,687			28,470
Proceeds from sales (including participations) of loans originated for investment by banking subsidiaries		—			—			3,179			3,179
Purchases (including participations) of loans by banking subsidiaries		—			—			(1,563	)		(1,563	)
Principal collected on nonbank entities’ loans		—			4,853			1,618			6,471
Loans originated by nonbank entities		—			(2,307	)		(2,012	)		(4,319	)
Net repayments from (advances to) subsidiaries		10,246			—			(10,246	)		—
Capital notes and term loans made to subsidiaries		(64	)		—			64			—
Principal collected on notes/loans made to subsidiaries		5,202			—			(5,202	)		—
Net decrease (increase) in investment in subsidiaries		(5,011	)		—			5,011			—
Net cash paid for acquisitions		—			—			(132	)		(132	)
Other, net		22,460			151			13,333			35,944

Net cash provided (used) by investing activities		33,087			2,330			(10,935	)		24,482

Cash flows from financing activities:
Net change in:
Deposits		—			—			32,192			32,192
Short-term borrowings		(14,426	)		1,781			(39,946	)		(52,591	)
Long-term debt:
Proceeds from issuance		3,538			—			338			3,876
Repayment		(11,500	)		(5,000	)		(18,662	)		(35,162	)
Preferred stock:
Cash dividends paid		(1,053	)		—			—			(1,053	)
Common stock:
Proceeds from issuance		9,308			—			—			9,308
Repurchased		(63	)		—			—			(63	)
Cash dividends paid		(1,657	)		—			—			(1,657	)
Excess tax benefits related to stock option payments		3			—			—			3
Net change in noncontrolling interests		—			—			(315	)		(315	)
Other, net		(34	)		—			34			—

Net cash used by financing activities		(15,884	)		(3,219	)		(26,359	)		(45,462	)

Net change in cash and due from banks		17,924			(88	)		(20,967	)		(3,131	)
Cash and due from banks at beginning of period		15,658			426			7,679			23,763

Cash and due from banks at end of period	$	33,582			338			(13,288	)		20,632

138

18. REGULATORY AND AGENCY CAPITAL REQUIREMENTS

The Company and each of its subsidiary banks are subject to various regulatory capital adequacy requirements administered by the Federal Reserve Board (FRB) and the Office of the Comptroller of the Currency, respectively. Effective March 20, 2010, Wachovia Bank, N.A. merged with and into Wells Fargo Bank, N.A.

We do not consolidate our wholly-owned trusts (the Trusts) formed solely to issue trust preferred securities. The amount of trust preferred securities and perpetual preferred purchase securities issued by the Trusts that was includable in Tier 1 capital in accordance with FRB risk-based capital guidelines was $19.3 billion at June 30, 2010. The junior subordinated debentures held by the Trusts were included in the Company’s long-term debt.



											To be well capitalized
											under the FDICIA
						For capital					prompt corrective
	Actual					adequacy purposes					action provisions
(in billions)	Amount		Ratio			Amount		Ratio			Amount		Ratio

As of June 30, 2010:
Total capital (to risk-weighted assets)
Wells Fargo & Company	$	141.1		14.53	%	³	$77.7	³	8.00	%
Wells Fargo Bank, N.A.		119.1		13.42		³	71.0	³	8.00		³	$88.7	³	10.00	%
Tier 1 capital (to risk-weighted assets)
Wells Fargo & Company		102.0		10.51		³	38.8	³	4.00
Wells Fargo Bank, N.A.		90.9		10.24		³	35.5	³	4.00		³	53.2	³	6.00
Tier 1 capital (to average assets)
(Leverage ratio)
Wells Fargo & Company		102.0		8.66		³	47.1	³	4.00	(1)
Wells Fargo Bank, N.A.		90.9		8.81		³	41.2	³	4.00	(1)	³	51.6	³	5.00


(1)		The leverage ratio consists of Tier 1 capital divided by quarterly average total assets, excluding goodwill and certain other items. The minimum leverage ratio guideline is 3% for banking organizations that do not anticipate significant growth and that have well-diversified risk, excellent asset quality, high liquidity, good earnings, effective management and monitoring of market risk and, in general, are considered top-rated, strong banking organizations.

Certain subsidiaries of the Company are approved seller/servicers, and are therefore required to maintain minimum levels of shareholders’ equity, as specified by various agencies, including the United States Department of Housing and Urban Development, GNMA, FHLMC and FNMA. At June 30, 2010, each seller/servicer met these requirements.

Certain broker-dealer subsidiaries of the Company are subject to SEC Rule 15c3-1 (the Net Capital Rule), which requires that we maintain minimum levels of net capital, as defined. At June 30, 2010, each of these subsidiaries met these requirements.

139

GLOSSARY OF ACRONYMS


ABCP		Asset-based commercial paper
ALCO		Asset/Liability Management Committee
AMTN		Australian medium-term note program
ARS		Auction rate security
ASC		Accounting Standards Codification
ASU		Accounting Standards Update
ARM		Adjustable-rate mortgage
AVM		Automated valuation model
CDs		Certificates of deposit
CDO		Collateralized debt obligation
CLO		Collateralized loan obligation
CPR		Constant prepayment rate
CRE		Commercial real estate
EMTN		European medium-term note program
ESOP		Employee Stock Ownership Plan
FAS		Statement of Financial Accounting Standards
FASB		Financial Accounting Standards Board
FDIC		Federal Deposit Insurance Corporation
FHA		Federal Housing Administration
FHLB		Federal Home Loan Bank
FHLMC		Federal Home Loan Mortgage Company
FICO		Fair Isaac Corporation (credit rating)
FNMA		Federal National Mortgage Association
FRB		Federal Reserve Board
GAAP		Generally Accepted Accounting Principles
GNMA		Government National Mortgage Association
GSE		Government-sponsored entity
HAMP		Home Affordability Modification Program
IRA		Individual Retirement Account
LHFS		Loans held for sale
LIBOR		London Interbank Offered Rate
LTV		Loan-to-value
MBS		Mortgage-backed security
MHFS		Mortgages held for sale
MSR		Mortgage servicing right
MTN		Medium-term note program
NAV		Net asset value
NPA		Nonperforming asset
OCC		Office of the Comptroller of the Currency
OCI		Other comprehensive income
OTC		Over-the-counter
OTTI		Other-than-temporary impairment
PCI Loans		Purchased credit-impaired loans are acquired loans with evidence of credit deterioration accounted for under FASB ASC 310-30 (AICPA Statement of Position 03-3)
PTPP		Pre-tax pre-provision profit
QSPE		Qualifying special purpose entity
RBC		Risk-based capital
ROA		Wells Fargo net income to average total assets

140

GLOSSARY OF ACRONYMS (continued from previous page)


ROE		Wells Fargo net income applicable to common stock to average Wells Fargo common stockholders’ equity
SEC		Securities and Exchange Commission
S&P		Standard & Poors
SPE		Special purpose entity
TDR		Troubled debt restructuring
VA		Department of Veterans Affairs
VaR		Value-at-risk
VIE		Variable interest entity
WFFCC		Wells Fargo Financial Canada Corporation

141

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

Information in response to this item can be found in Note 10 (Guarantees and Legal Actions) to Financial Statements in this Report which information is incorporated by reference into this item.

Item 1A. Risk Factors

Information in response to this item can be found under the “Financial Review – Risk Factors” section in this Report which information is incorporated by reference into this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table shows Company repurchases of its common stock for each calendar month in the quarter ended June 30, 2010.



						Maximum number of
	Total number					shares that may yet
	of shares			Weighted-average		be repurchased under
Calendar month	repurchased		(1)	price paid per share		the authorizations

April		776,794			$32.66		3,992,919
May		88,602			32.36		3,904,317
June		27,777			27.93		3,876,540

Total		893,173


(1)		All shares were repurchased under the authorization covering up to 25 million shares of common stock approved by the Board of Directors and publicly announced by the Company on September 23, 2008. Unless modified or revoked by the Board, this authorization does not expire.

On May 26, 2010, the Company purchased 70,165,963 warrants to purchase shares of its common stock at a price of $7.70 per warrant. The warrants were originally issued to the U.S. Treasury in connection with its investment in the Company under the Troubled Asset Relief Program Capital Purchase Program. The Board of Directors authorized the purchase of up to $1 billion of the warrants. As of June 30, 2010, $459,722,085 of that authority remained.

142

Item 6. Exhibits

A list of exhibits to this Form 10-Q is set forth on the Exhibit Index immediately preceding such exhibits and is incorporated herein by reference.

The Company’s SEC file number is 001-2979. On and before November 2, 1998, the Company filed documents with the SEC under the name Norwest Corporation. The former Wells Fargo & Company filed documents under SEC file number 001-6214.

SIGNATURE

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


Dated: August 6, 2010	WELLS FARGO & COMPANY
	By:	/s/ RICHARD D. LEVY
		Richard D. Levy
		Executive Vice President and Controller (Principal Accounting Officer)

143

EXHIBIT INDEX

Exhibit

Number

Description

Location

3(a)

Restated Certificate of Incorporation, as amended and in effect on the date hereof.

Incorporated by reference to Exhibit 3(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010.

3(b)

By-Laws.

Incorporated by reference to Exhibit 3(b) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010.

4(a)

See Exhibits 3(a) and 3(b).

4(b)

The Company agrees to furnish upon request to the Commission a copy of each instrument defining the rights of holders of senior and subordinated debt of the Company.

10(a)

Form of Performance Share Award Agreement for grants to John G. Stumpf, Howard I. Atkins, David M. Carroll, David A. Hoyt and Mark C. Oman on June 22, 2010.

Incorporated by reference to Exhibit 10(a) to the Company’s Current Report on Form 8-K filed June 25, 2010.

10(b)

Wells Fargo Bonus Plan, as amended effective January 1, 2010.

Filed herewith.

12(a)

Computation of Ratios of Earnings to Fixed Charges:

Filed herewith.

Quarter ended

Six months

June 30,

ended June 30,

2010

2009

2010

2009

Including interest on deposits

3.15

2.74

2.97

2.61

Excluding interest on deposits

4.23

3.72

3.96

3.45

12(b)

Computation of Ratios of Earnings to Fixed Charges and Preferred Dividends:

Filed herewith.

Quarter ended

Six months

June 30,

ended June 30,

2010

2009

2010

2009

Including interest on deposits

2.79

2.06

2.64

1.97

Excluding interest on deposits

3.54

2.46

3.33

2.30

31(a)

Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Filed herewith.

31(b)

Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Filed herewith.

32(a)

Certification of Periodic Financial Report by Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and 18 U.S.C. § 1350.

Furnished herewith.

32(b)

Certification of Periodic Financial Report by Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and 18 U.S.C. § 1350.

Furnished herewith.

144

Exhibit

Number

Description

Location

101 ^*

Pursuant to Rule 405 of Regulation S-T, the following financial information from the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2010, is formatted in XBRL interactive data files: (i) Consolidated Statement of Income for the three and six months ended June 30, 2010 and 2009; (ii) Consolidated Balance Sheet at June 30, 2010, and December 31, 2009; (iii) Consolidated Statement of Changes in Equity and Comprehensive Income for the six months ended June 30, 2010 and 2009; (iv) Consolidated Statement of Cash Flows for the six months ended June 30, 2010 and 2009; and (v) Notes to Financial Statements.

Furnished herewith.

^* As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.

145

TABLE OF CONTENTS

Part I Financial Informationprint Part II Other Informationprint Item 1. Legal Proceedingsprint Item 1A. Risk Factorsprint Item 2. Unregistered Sales Of Equity Securities and Use Of Proceedsprint Item 6. Exhibitsprint

EX-10.B EX-12.(a) EX-12.(b) EX-31.A EX-31.B EX-32.A EX-32.B

Customer name	Ticker
AutoNation, Inc.	AN
Granite Construction Incorporated	GVA
MGIC Investment Corporation	MTG
Mr. Cooper Group Inc.	COOP

Supplier name	Ticker
Cisco Systems, Inc.	CSCO
International Business Machines Corporation	IBM
Moody's Corporation	MCO
Fidelity National Information Services, Inc.	FIS
Mastercard Incorporated	MA
Visa Inc.	V
Federal National Mortgage Association	FNMA
Cisco Systems, Inc.	CSCO
International Business Machines Corporation	IBM
Moody's Corporation	MCO
Fidelity National Information Services, Inc.	FIS
Mastercard Incorporated	MA
Visa Inc.	V
Federal National Mortgage Association	FNMA

Large accelerated filer

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Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company ¨