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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 September 30, 2008
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 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.
             
     Large accelerated filer
  þ       Accelerated filer o
       
     Non-accelerated filer
  o   (Do not check if a smaller reporting company)   Smaller reporting company o
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
    October 27, 2008
Common stock, $1-2/3 par value   3,325,244,156

 


 

FORM 10-Q
CROSS-REFERENCE INDEX
             
PART I          
Item 1.  
Financial Statements
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        82  
             
Item 2.  
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Financial Review)
       
        2  
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Item 3.       26  
             
Item 4.       39  
             
PART II          
Item 1.       35  
             
Item 1A.       35  
             
Item 2.       83  
             
Item 6.       84  
             
Signature     84  
             
Exhibit Index     85  
 
  EX-10.(A)
  EX-12
  EX-31.(A)
  EX-31.(B)
  EX-32.(A)
  EX-32.(B)

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PART I – FINANCIAL INFORMATION
FINANCIAL REVIEW
SUMMARY FINANCIAL DATA
                                                                 
   
                            % Change              
    Quarter ended     Sept. 30, 2008 from     Nine months ended        
    Sept. 30 ,   June 30 ,   Sept. 30 ,   June 30 ,   Sept. 30 ,   Sept. 30 ,   Sept. 30 ,   %  
($ in millions, except per share amounts)   2008     2008     2007     2008     2007     2008     2007     Change  
 

For the Period

                                                               
Net income
  $ 1,637     $ 1,753     $ 2,173       (7 )%     (25 )%   $ 5,389     $ 6,696       (20 )%
Diluted earnings per common share
    0.49       0.53       0.64       (8 )     (23 )     1.62       1.97       (18 )

Profitability ratios (annualized):

                                                               
Net income to average total assets (ROA)
    1.06 %     1.19 %     1.59 %     (11 )     (33 )     1.21 %     1.76 %     (31 )
Net income to average stockholders’ equity (ROE)
    13.63       14.58       18.22       (7 )     (25 )     15.02       19.15       (22 )

Efficiency ratio (1)

    53.2       51.1       57.5       4       (7 )     52.0       58.0       (10 )

Total revenue

  $ 10,379     $ 11,459     $ 9,853       (9 )     5     $ 32,401     $ 29,185       11  

Dividends declared per common share

    0.34       0.31       0.31       10       10       0.96       0.87       10  

Average common shares outstanding

    3,316.4       3,309.8       3,339.6             (1 )     3,309.6       3,355.5       (1 )
Diluted average common shares outstanding
    3,331.0       3,321.4       3,374.0             (1 )     3,323.4       3,392.9       (2 )

Average loans

  $ 404,203     $ 391,545     $ 350,683       3       15     $ 393,262     $ 334,801       17  
Average assets
    614,194       594,749       541,533       3       13       594,717       508,992       17  
Average core deposits (2)
    320,074       318,377       306,135       1       5       318,582       299,142       6  
Average retail core deposits (3)
    234,140       230,365       220,984       2       6       230,935       219,356       5  

Net interest margin

    4.79 %     4.92 %     4.55 %     (3 )     5       4.80 %     4.79 %      

At Period End

                                                               
Securities available for sale
  $ 86,882     $ 91,331     $ 57,440       (5 )     51     $ 86,882     $ 57,440       51  
Loans
    411,049       399,237       362,922       3       13       411,049       362,922       13  
Allowance for loan losses
    7,865       7,375       3,829       7       105       7,865       3,829       105  
Goodwill
    13,520       13,191       12,018       2       12       13,520       12,018       12  
Assets
    622,361       609,074       548,727       2       13       622,361       548,727       13  
Core deposits (2)
    334,076       310,410       303,853       8       10       334,076       303,853       10  
Stockholders’ equity
    46,957       47,964       47,566       (2 )     (1 )     46,957       47,566       (1 )
Tier 1 capital (4)
    45,182       42,471       38,107       6       19       45,182       38,107       19  
Total capital (4)
    60,525       57,909       51,625       5       17       60,525       51,625       17  

Capital ratios:

                                                               
Stockholders’ equity to assets
    7.54 %     7.87 %     8.67 %     (4 )     (13 )     7.54 %     8.67 %     (13 )
Risk-based capital (4)
                                                               
Tier 1 capital
    8.59       8.24       8.17       4       5       8.59       8.17       5  
Total capital
    11.51       11.23       11.07       2       4       11.51       11.07       4  
Tier 1 leverage (4)
    7.54       7.35       7.26       3       4       7.54       7.26       4  

Book value per common share

  $ 14.14     $ 14.48     $ 14.30       (2 )     (1 )   $ 14.14     $ 14.30       (1 )

Team members (active, full-time equivalent)

    159,000       160,500       158,800       (1 )           159,000       158,800        

Common Stock Price

                                                               
High
  $ 44.68     $ 32.40     $ 37.99       38       18     $ 44.68     $ 37.99       18  
Low
    20.46       23.46       32.66       (13 )     (37 )     20.46       32.66       (37 )
Period end
    37.53       23.75       35.62       58       5       37.53       35.62       5  
 
(1)   The efficiency ratio is noninterest expense divided by total revenue (net interest income and noninterest income).
(2)   Core deposits are noninterest-bearing deposits, interest-bearing checking, savings certificates, market rate and other savings, and certain foreign deposits (Eurodollar sweep balances).
(3)   Retail core deposits are total core deposits excluding Wholesale Banking core deposits and retail mortgage escrow deposits. To reflect the realignment of our corporate trust business from Community Banking into Wholesale Banking in first quarter 2008, balances for prior periods have been revised.
(4)   See Note 19 (Regulatory and Agency Capital Requirements) to Financial Statements in this Report for additional information.

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This Report on Form 10-Q for the quarter ended September 30, 2008, including the Financial Review and the Financial Statements and related Notes, has 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 might differ significantly from our forecasts and expectations 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 “Risk Factors” section 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, 2007 (2007 Form 10-K ), filed with the Securities and Exchange Commission (SEC) and available on the SEC’s website at www.sec.gov .
OVERVIEW
Wells Fargo & Company is a $622 billion diversified financial services company providing banking, insurance, investments, mortgage banking and consumer finance through banking stores, the internet and other distribution channels to consumers, businesses and institutions in all 50 states and in other countries. We ranked fifth in assets and third in market value of our common stock among our peers at September 30, 2008. When we refer to “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.
We earned $1.64 billion, or $0.49 per share, in third quarter 2008, after incurring $0.13 per share of previously announced write-downs for investments in Fannie Mae, Freddie Mac and Lehman Brothers. We built our credit reserves by an additional $500 million ($0.10 per share), bringing the allowance for credit losses to $8.0 billion, a $4.0 billion increase in the allowance since the disruption in credit markets began a year ago. Business momentum remained strong in the quarter, with double-digit loan and earning asset growth (both up 15% year over year), double-digit growth in core deposits (up 10% from September 30, 2007, and 30% (annualized) from June 30, 2008), growth in assets under management, primarily mutual funds (up 12% year over year), and a record 5.7 cross-sell in our retail banking business.
Our net interest margin remained among the best of the large bank holding companies at 4.79%, reflecting the decline in our funding costs since last year and continued above-market growth in core deposits. Finally, despite the strong growth in earning assets, investment write-downs and higher credit costs in the quarter, our capital ratios increased, with Tier 1 capital rising to 8.59%, among the strongest capital positions in the industry.
On October 3, 2008, we announced that we had signed a definitive agreement to acquire all outstanding shares of Wachovia Corporation (Wachovia) in a stock-for-stock transaction. Wachovia, based in Charlotte, North Carolina, had total assets of $764 billion at September 30, 2008, and is one of the nation’s largest diversified financial services companies, providing a broad range of retail banking and brokerage, asset and wealth management, and corporate and investment banking products and services to customers through 3,300 financial centers in 21 states from Connecticut to Florida and west to Texas and California, and nationwide retail brokerage, mortgage lending and auto finance businesses. Under terms of the agreement, Wachovia shareholders will receive 0.1991 shares of Wells Fargo common stock in exchange for each share of Wachovia common stock. The agreement is subject to approval of Wachovia shareholders and the merger is expected to be completed by the end of 2008. For more

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information about the pending merger with Wachovia, refer to the Company’s Current Report on Form 8-K, including exhibits, filed on October 9, 2008, with the SEC and available on the SEC’s website at www.sec.gov .
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 give them all of the financial products that fulfill their needs. Our cross-sell strategy and diversified business model facilitate growth in strong and weak economic cycles, as we can grow by expanding the number of products our current customers have with us. Our average retail banking household now has a record 5.7 products with us. Our goal is eight products per customer, which is currently half of our estimate of potential demand. Our core products grew this quarter from a year ago, with average loans up 15%, average core deposits up 5% and assets under management or administration up 4%.
We believe it is important to maintain a well-controlled environment as we continue to grow our businesses. We manage our credit risk by setting what we believe are sound credit policies for underwriting new business, while monitoring and reviewing the performance of our loan portfolio. We manage the interest rate and market risks inherent in our asset and liability balances within prudent ranges, while ensuring adequate liquidity and funding. We have maintained strong capital levels to provide for future growth. Our stockholder value has increased over time due to customer satisfaction, strong financial results, investment in our businesses, consistent execution of our business model and the management of our business risks.
Our financial results included the following:
Net income for third quarter 2008 was $1.64 billion ($0.49 per share), compared with $2.17 billion ($0.64 per share) for third quarter 2007. Return on assets (ROA) was 1.06% and return on equity (ROE) was 13.63% for third quarter 2008, compared with 1.59% and 18.22%, respectively, for third quarter 2007.
Net income for the first nine months of 2008 was $5.39 billion, or $1.62 per share, down from $6.70 billion, or $1.97 per share, for the first nine months of 2007. ROA was 1.21% and ROE was 15.02% for the first nine months of 2008, and 1.76% and 19.15%, respectively, for the first nine months of 2007.
Net interest income on a taxable-equivalent basis was $6.44 billion for third quarter 2008, up 21% from $5.32 billion for third quarter 2007, driven by 15% earning asset growth combined with a 24 basis point increase in the net interest margin to 4.79%.
Noninterest income was $4.0 billion for third quarter 2008 down from $4.57 billion for third quarter 2007, including a $756 million decline in net investment gains. Net investment losses of $423 million in third quarter 2008 consisted of previously announced other-than-temporary impairment charges of $646 million for Fannie Mae, Freddie Mac and Lehman Brothers, an additional $247 million of other-than-temporary write-downs and $470 million of net realized gains.
Despite the 24% decline in third quarter 2008 in the S&P500 ® from a year ago, trust and investment fees declined only 5%. Card fees were up 7% in third quarter 2008 from a year ago

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due to continued growth in new accounts and higher credit and debit card transaction volume. Insurance revenue was up 33% in third quarter 2008 from a year ago due to customer growth, higher crop insurance revenues and the fourth quarter 2007 acquisition of ABD Insurance. Charges and fees on loans were up 8% in third quarter 2008, primarily reflecting strong commercial loan demand.
Mortgage banking noninterest income was $892 million in third quarter 2008, up $69 million from third quarter 2007. The owned mortgage servicing portfolio was $1.56 trillion at September 30, 2008, up 6% from a year ago. Mortgage applications of $83 billion in third quarter 2008 were down 13% from a year ago but at wider margins. Mortgage originations declined as a result of the combined slowdown in home purchase and refinance activities, and mortgage servicing benefited from the decline in mortgage prepayments. Third quarter 2008 results included a $75 million net gain related to changes in the value of our mortgage servicing rights (MSRs), net of hedge results (reflected in net servicing income).
Net unrealized losses on securities available for sale were $4.9 billion at September 30, 2008, compared with net unrealized gains of $680 million at December 31, 2007. The change in value was largely due to wider spreads on mortgage-backed securities, and an increase in market yields for the first nine months of 2008.
Revenue, the sum of net interest income and noninterest income, was $10.38 billion in third quarter 2008, up 5% from $9.85 billion in third quarter 2007. The write-downs for investments in Fannie Mae, Freddie Mac and Lehman Brothers reduced revenue growth by 7 percentage points. Revenue was up 11% to $32.4 billion for the first nine months of 2008. Many of our businesses continued to generate double-digit revenue growth from third quarter 2007, including asset-based lending, commercial banking, credit cards, mortgage banking, insurance, international and wealth management.
Noninterest expense was $5.52 billion for third quarter 2008, down $154 million, or 3%, from $5.67 billion for the same period of 2007. We continued to make investments in distribution and sales and service team members, adding over 1,000 platform bankers since last year end and adding 12 new banking stores in third quarter 2008 alone. We continued to be disciplined about our efforts to restrict expenses to revenue-creating opportunities while at the same time paring down other unit costs. The efficiency ratio was 53.2% in third quarter 2008 even after taking into account the other-than-temporary impairment charges on debt and equity investment securities.
Net charge-offs for third quarter 2008 were $2.0 billion (1.96% of average total loans outstanding, annualized), compared with $1.5 billion (1.55%) for second quarter 2008 and $892 million (1.01%) for third quarter 2007. During the first nine months of 2008, net charge-offs were $5.04 billion (1.71%), compared with $2.33 billion (0.93%) for the first nine months of 2007. Total provision expense in third quarter 2008 was $2.5 billion, including a $500 million credit reserve build, primarily related to higher projected losses in several consumer credit businesses and commercial real estate, as well as growth in the wholesale portfolios, bringing the allowance for credit losses to $8.0 billion, double its level from just before the disruption in credit markets began a year ago. As expected, consumer behavior continued to be influenced by weakness in residential real estate values. Additionally, the effects of higher energy prices and higher unemployment levels impacted the performance of the consumer loan portfolios during the quarter. Loan requests in our wholesale businesses have increased as quality borrowers are providing attractive business opportunities that are both well-structured and appropriately priced for risk.

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Net charge-offs in the real estate 1-4 family first mortgage portfolio increased $123 million in third quarter 2008 from a year ago, including an increase of $53 million from Wells Fargo Financial’s residential real estate portfolio. Credit card net charge-offs increased $185 million in third quarter 2008 from a year ago due to the effect of the current economic environment on consumers. Loss levels continued to increase in this credit cycle as the impacts from lower disposable income and unemployment weigh on the consumer. Net charge-offs in the auto portfolio in third quarter 2008 were up $58 million from a year ago and up $74 million linked quarter. While we remain optimistic about the positive impacts of process improvements and underwriting changes we made in the auto business in prior quarters, as well as our robust loss mitigation efforts, the economic environment continued to stress the consumer and influence loan performance.
Net credit losses in the real estate 1-4 family junior lien category were up $488 million for third quarter 2008 compared with third quarter 2007 and up $307 million linked quarter. A significant part of the sequential increase reflected the change in the National Home Equity Group (Home Equity) charge-off policy in second quarter 2008, which deferred an estimated $265 million of charge-offs from second quarter 2008. The fact that property values continued to drop in many markets directly impacted loss levels in this portfolio. Until residential real estate values stabilize, the Home Equity portfolio is expected to produce higher than normal loss levels.
Commercial and commercial real estate charge-offs increased $213 million in third quarter 2008 from third quarter 2007. Commercial and commercial real estate charge-offs include Business Direct (primarily unsecured lines of credit to small businesses), which increased $98 million in third quarter 2008 from a year ago and decreased $7 million linked quarter. The wholesale businesses continued to weather the turbulent credit environment. Commercial credits related to residential real estate and the consumer segment have shown some weakness, but remained within our expectations.
The provision for credit losses was $2.5 billion in third quarter 2008, $3.0 billion in second quarter 2008 and $892 million in third quarter 2007. The provision for third quarter 2008 included an additional $500 million in credit reserve build, primarily related to higher projected losses in several consumer credit businesses and commercial real estate, as well as growth in the wholesale portfolios. We have provided $3.9 billion in excess of net charge-offs since the beginning of fourth quarter 2007, including $2.5 billion in the first nine months of 2008. The allowance for credit losses, which consists of the allowance for loan losses and the reserve for unfunded credit commitments, was $8.03 billion (1.95% of total loans) at September 30, 2008, compared with $5.52 billion (1.44%) at December 31, 2007, and $4.02 billion (1.11%) at September 30, 2007.
Total nonaccrual loans were $5.00 billion (1.22% of total loans) at September 30, 2008, up from $2.68 billion (0.70%) at December 31, 2007, and $2.09 billion (0.58%) at September 30, 2007, reflecting economic conditions, primarily in portfolios affected by residential real estate conditions and the associated impact on the consumer. A portion of the increase in nonaccrual loans from a year ago continued to relate to our active loss mitigation strategies at Home Equity, Wells Fargo Home Mortgage (Home Mortgage) and Wells Fargo Financial as we are aggressively working with customers to keep them in their homes or find alternative solutions to their financial challenges. Home builders, mortgage service providers, contractors, suppliers and others in the residential real estate-related segments continued to be stressed during this credit cycle. Additionally, as consumers cut back on discretionary spending, we are seeing some of the commercial loan portfolios dependent on their spending weaken. The $2.9 billion increase in

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nonaccrual loans at September 30, 2008, from a year ago included $681 million in Wells Fargo Financial real estate, $578 million in Home Equity and $333 million in Home Mortgage.
Total nonperforming assets (NPAs) were $6.29 billion (1.53% of total loans) at September 30, 2008, compared with $3.87 billion (1.01%) at December 31, 2007, and $3.18 billion (0.88%) at September 30, 2007. Foreclosed assets were $1,240 million at September 30, 2008, $1,184 million at December 31, 2007, and $1,090 million at September 30, 2007. Foreclosed assets, a component of total NPAs, included $596 million, $535 million and $487 million of foreclosed real estate securing Government National Mortgage Association (GNMA) loans at September 30, 2008, December 31, 2007 and September 30, 2007, respectively, consistent with regulatory reporting requirements. The foreclosed real estate securing GNMA loans of $596 million represented 14 basis points of the ratio of NPAs to loans at September 30, 2008. 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. Until conditions improve in the residential real estate and liquidity markets, we will continue to hold more nonperforming assets on our balance sheet as it is currently the most economic option available. Increases in commercial nonperforming assets were also a direct result of the conditions in the residential real estate markets and general consumer economy.
The Company and each of its subsidiary banks continued to remain well-capitalized. The ratio of stockholders’ equity to total assets was 7.54% at September 30, 2008, 8.28% at December 31, 2007, and 8.67% at September 30, 2007. Our total risk-based capital (RBC) ratio at September 30, 2008, was 11.51% and our Tier 1 RBC ratio was 8.59%, exceeding the minimum regulatory guidelines of 8% and 4%, respectively, for bank holding companies. Our total RBC ratio was 10.68% and 11.07% at December 31, 2007 and September 30, 2007, respectively, and our Tier 1 RBC ratio was 7.59% and 8.17% for the same periods. Our Tier 1 leverage ratio was 7.54%, 6.83% and 7.26% at September 30, 2008, December 31, 2007 and September 30, 2007, respectively, exceeding the minimum regulatory guideline of 3% for bank holding companies.
Current Accounting Developments
On January 1, 2008, we adopted the following new accounting pronouncements:
  FSP FIN 39-1 – Financial Accounting Standards Board (FASB) Staff Position on Interpretation No. 39, Amendment of FASB Interpretation No. 39;
  EITF 06-4 – Emerging Issues Task Force (EITF) Issue No. 06-4, Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements;
  EITF 06-10 – EITF Issue No. 06-10, Accounting for Collateral Assignment Split-Dollar Life Insurance Arrangements; and
  SAB 109 – Staff Accounting Bulletin No. 109, Written Loan Commitments Recorded at Fair Value Through Earnings .
On July 1, 2008, we adopted the following new accounting pronouncement:
  FSP FAS 157-3 – FASB Staff Position No. FAS 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active .

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On April 30, 2007, the FASB issued FSP FIN 39-1, which amends Interpretation No. 39 to permit a reporting entity to offset the right to reclaim cash collateral (a receivable), or the obligation to return cash collateral (a payable), against derivative instruments executed with the same counterparty under the same master netting arrangement. The provisions of this FSP are effective for the year beginning on January 1, 2008, with early adoption permitted. We adopted FSP FIN 39-1 on January 1, 2008, and it did not have a material effect on our consolidated financial statements.
On September 20, 2006, the FASB ratified the consensus reached by the EITF at its September 7, 2006, meeting with respect to EITF 06-4. On March 28, 2007, the FASB ratified the consensus reached by the EITF at its March 15, 2007, meeting with respect to EITF 06-10. These pronouncements require that for endorsement split-dollar life insurance arrangements and collateral split-dollar life insurance arrangements where the employee is provided benefits in postretirement periods, the employer should recognize the cost of providing that insurance over the employee’s service period by accruing a liability for the benefit obligation. Additionally, for collateral assignment split-dollar life insurance arrangements, an employer is required to recognize and measure an asset based upon the nature and substance of the agreement. EITF 06-4 and EITF 06-10 are effective for the year beginning on January 1, 2008, with early adoption permitted. We adopted EITF 06-4 and EITF 06-10 on January 1, 2008, and reduced beginning retained earnings for 2008 by $20 million (after tax), primarily related to split-dollar life insurance arrangements from the acquisition of Greater Bay Bancorp.
On November 5, 2007, the Securities and Exchange Commission (SEC) issued SAB 109, which provides the staff’s views on the accounting for written loan commitments recorded at fair value under U.S. generally accepted accounting principles (GAAP). To make the staff’s views consistent with current authoritative accounting guidance, SAB 109 revises and rescinds portions of SAB 105, Application of Accounting Principles to Loan Commitments . Specifically, SAB 109 states the expected net future cash flows associated with the servicing of a loan should be included in the measurement of all written loan commitments that are accounted for at fair value through earnings. The provisions of SAB 109, which we adopted on January 1, 2008, are applicable to written loan commitments recorded at fair value that are entered into beginning on or after January 1, 2008. The implementation of SAB 109 did not have a material impact on our results or the valuation of our loan commitments.
On October 10, 2008, the FASB issued Staff Position No. 157-3, which clarifies the application of FAS 157, Fair Value Measurements , in an inactive market and illustrates how an entity would determine fair value when the market for a financial asset is not active. The FSP states that an entity should not automatically conclude that a particular transaction price is determinative of fair value. In a dislocated market, judgment is required to evaluate whether individual transactions are forced liquidations or distressed sales. When relevant observable market information is not available, a valuation approach that incorporates management’s judgments about the assumptions that market participants would use in pricing the asset in a current sale transaction would be acceptable. The FSP also indicates that quotes from brokers or pricing services may be relevant inputs when measuring fair value, but are not necessarily determinative in the absence of an active market for the asset. In weighing a broker quote as an input to a fair value measurement, an entity should place less reliance on quotes that do not reflect the result of market transactions. Further, the nature of the quote (for example, whether the quote is an indicative price or a binding offer) should be considered when weighing the available evidence. The FSP is effective immediately and applies to prior periods for which financial statements

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have not been issued, including interim or annual periods ending on or before September 30, 2008. Accordingly, we adopted the FSP prospectively, beginning July 1, 2008. The adoption of the FSP did not have a material impact on our financial results or fair value determinations.
On October 14, 2008, the SEC’s Office of the Chief Accountant (OCA), clarified its views on the application of other-than-temporary impairment guidance in FAS 115, Accounting for Certain Investments in Debt and Equity Securities , to certain perpetual preferred securities. The OCA concluded that it would not object to a registrant applying an other-than-temporary impairment model to investments in perpetual preferred securities that possess significant debt-like characteristics that is similar to the impairment model applied to debt securities, provided there has been no evidence of deterioration in credit of the issuer. An entity is permitted to apply the OCA’s views in its financial statements included in filings subsequent to the date of the letter. At September 30, 2008, based on the OCA guidance, we recorded no other-than-temporary impairment for our investments in investment-grade perpetual preferred securities that had no evidence of credit deterioration and that we have the intent and ability to hold to recovery.
On December 4, 2007, the FASB issued FAS 141R, Business Combinations . This statement requires an acquirer to recognize the assets acquired (including loan receivables), the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, to be measured at their fair values as of that date, with limited exceptions. The acquirer is not permitted to recognize a separate valuation allowance as of the acquisition date for loans and other assets acquired in a business combination. The revised statement requires acquisition-related costs to be expensed separately from the acquisition. It also requires restructuring costs that the acquirer expected, but was not obligated to incur, to be expensed separately from the business combination. FAS 141R shall be applied prospectively to business combinations completed on or after January 1, 2009. Early adoption is not permitted.
On December 4, 2007, the FASB issued FAS 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51 . FAS 160 specifies that noncontrolling interests in a subsidiary are to be treated as a separate component of equity and, as such, increases and decreases in the parent’s ownership interest that leave control intact are accounted for as capital transactions. It changes the way the consolidated income statement is presented by requiring that an entity’s consolidated net income include the amounts attributable to both the parent and the noncontrolling interest. FAS 160 requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. This statement should be applied prospectively to all noncontrolling interests, including any that arose before the effective date. The statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Early adoption is not permitted. We are currently evaluating the impact that FAS 160 may have on our consolidated financial statements.
On February 20, 2008, the FASB issued Staff Position FAS No. 140-3, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities . FSP FAS 140-3 requires an initial transfer of a financial asset and a repurchase financing that was entered into contemporaneously or in contemplation of the initial transfer to be evaluated as a linked transaction under FAS 140 unless certain criteria are met, including that the transferred asset must be readily obtainable in the marketplace. The provisions of this FSP are effective beginning on January 1, 2009, and shall be applied prospectively to initial transfers and repurchase

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financings for which the initial transfer is executed on or after this date. Early application is not permitted.
On March 19, 2008, the FASB issued FAS 161, Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement No. 133 . FAS 161 changes the disclosure requirements for derivative instruments and hedging activities. It requires enhanced disclosures about how and why an entity uses derivatives, how derivatives and related hedged items are accounted for, and how derivatives and hedged items affect an entity’s financial position, performance, and cash flows. The provisions of FAS 161 are effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early adoption encouraged. Because FAS 161 amends only the disclosure requirements for derivative instruments and hedged items, the adoption of FAS 161 will not affect our consolidated financial results.
On September 12, 2008, the FASB issued Staff Position No. 133-1 and FIN 45-4, Disclosures about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date of FASB Statement No. 161 . This FSP is intended to improve disclosures about credit derivatives by requiring more information about the potential adverse effects of changes in credit risk on the financial position, financial performance, and cash flows of the sellers of credit derivatives. It amends FAS 133, Accounting for Derivative Instruments and Hedging Activities , to require disclosures by sellers of credit derivatives, including credit derivatives embedded in hybrid instruments. The FSP also amends FASB Interpretation No. 45 , Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness to Others (FIN 45), to require an additional disclosure about the current status of the payment/performance risk of a guarantee. The provisions of the FSP that amend FAS 133 and FIN 45 are effective for reporting periods (annual or interim) ending after November 15, 2008. Because the FSP amends only the disclosure requirements for credit derivatives and certain guarantees, the adoption of the FSP will not affect our consolidated financial results.
CRITICAL ACCOUNTING POLICIES
Our significant accounting policies are fundamental to understanding our results of operations and financial condition, because some accounting policies require that we use estimates and assumptions that may affect the value of our assets or liabilities and financial results. Five 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, the valuation of residential mortgage servicing rights (MSRs) and 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 Board of Directors. These policies are described in “Financial Review – Critical Accounting Policies” and Note 1 (Summary of Significant Accounting Policies) to Financial Statements in our 2007 Form 10-K.
FAIR VALUE OF FINANCIAL INSTRUMENTS
We use fair value measurements to record fair value adjustments to certain financial instruments and determine fair value disclosures. (See our 2007 Form 10-K for the complete critical accounting policy related to fair value of financial instruments.)

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Approximately 22% of total assets ($134.7 billion) at September 30, 2008, and 22% of total assets ($123.8 billion) at December 31, 2007, consisted of financial instruments recorded at fair value on a recurring basis. At September 30, 2008, approximately 74% of these financial instruments used valuation methodologies involving market-based or market-derived information, collectively Level 1 and 2 measurements, to measure fair value. The remaining 26% of these financial instruments (6% of total assets) were measured using model-based techniques, with primarily unobservable inputs.
Our financial assets valued using Level 3 measurements consisted of MSRs, asset-backed securities collateralized by auto leases and cash reserves, certain mortgages held for sale (MHFS) and certain debt securities available for sale. While MSRs and our asset-backed securities collateralized by auto leases and cash reserves do not have observable market data and therefore are classified as Level 3, significant judgment may be required to determine whether certain other assets measured at fair value are included in Level 2 or Level 3. For example, we closely monitor market conditions involving assets that have become less actively traded, such as MHFS, non-agency mortgage-backed securities and certain other debt securities, including collateralized debt obligations. If fair value measurement is based upon recent observable market activity of such assets or comparable assets (other than forced or distressed transactions) that occur in sufficient volume, and do not require significant adjustment using unobservable inputs, those assets are classified as Level 2; if not, they are classified as Level 3. Making this assessment requires significant judgment. In third quarter 2008, $456 million of debt securities available for sale and, in the first nine months of 2008, $2.2 billion of debt securities available for sale and $4.3 billion of mortgages held for sale were transferred from Level 2 to Level 3 because significant inputs to the valuation became unobservable, largely due to reduced levels of market liquidity.
We use prices from independent pricing services and to a lesser extent, indicative (non-binding) quotes from independent brokers, to measure fair value of our investment securities. See Note 13 (Fair Values of Assets and Liabilities) for the amount and fair value hierarchy classification of those securities. We validate prices received from pricing services or brokers using a variety of methods, including, but not limited to, comparison to secondary pricing services, corroboration of pricing by reference to other independent market data such as secondary broker quotes and relevant benchmark indices, and review of pricing by Company personnel familiar with market liquidity and other market related conditions. Generally, we do not adjust prices received from pricing services or brokers, unless it is evident the fair value measurement is not consistent with FAS 157.
Approximately 2% of total liabilities ($10.8 billion) at September 30, 2008, and 0.5% ($2.6 billion) at December 31, 2007, consisted of financial instruments recorded at fair value on a recurring basis. Liabilities valued using Level 3 measurements were $550 million at September 30, 2008. See Note 13 (Fair Values of Assets and Liabilities) to Financial Statements in this Report for additional detail for third quarter 2008. See Note 8 (Securitizations and Variable Interest Entities) to Financial Statements in our 2007 Form 10-K for a detailed discussion of the key assumptions used to determine the fair value of our MSRs and the related sensitivity analysis.

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EARNINGS PERFORMANCE
AVERAGE BALANCES, YIELDS AND RATES PAID (TAXABLE-EQUIVALENT BASIS) ( 1 ) ( 2 )
                                                 
   
    Quarter ended September 30 ,
    2008     2007  
                    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
  $ 3,463       2.09 %   $ 18     $ 4,219       5.01 %   $ 53  
Trading assets
    4,838       3.72       46       4,043       3.69       37  
Debt securities available for sale (3):
                                               
Securities of U.S. Treasury and federal agencies
    1,141       3.99       11       871       4.27       10  
Securities of U.S. states and political subdivisions
    7,211       6.65       124       5,021       7.31       90  
Mortgage-backed securities:
                                               
Federal agencies
    50,528       5.83       731       52,681       6.03       794  
Private collateralized mortgage obligations
    21,358       5.82       346       4,026       6.22       62  
 
                                       
Total mortgage-backed securities
    71,886       5.83       1,077       56,707       6.05       856  
Other debt securities (4)
    12,622       7.17       248       5,822       7.67       114  
 
                                       
Total debt securities available for sale (4)
    92,860       6.06       1,460       68,421       6.26       1,070  
Mortgages held for sale (5)
    24,990       6.31       394       35,552       6.59       586  
Loans held for sale (5)
    677       6.95       12       960       7.79       19  
Loans:
                                               
Commercial and commercial real estate:
                                               
Commercial
    100,688       5.92       1,496       79,713       8.24       1,655  
Other real estate mortgage
    43,616       5.60       615       32,641       7.42       610  
Real estate construction
    19,715       4.82       238       16,914       7.94       338  
Lease financing
    7,250       5.48       100       6,026       5.78       87  
 
                                       
Total commercial and commercial real estate
    171,269       5.69       2,449       135,294       7.90       2,690  
Consumer:
                                               
Real estate 1-4 family first mortgage
    76,197       6.64       1,265       63,929       7.26       1,162  
Real estate 1-4 family junior lien mortgage
    75,379       6.36       1,206       73,476       8.19       1,515  
Credit card
    19,948       12.19       609       16,261       13.68       557  
Other revolving credit and installment
    54,104       8.64       1,175       54,165       9.79       1,336  
 
                                       
Total consumer
    225,628       7.52       4,255       207,831       8.75       4,570  
Foreign
    7,306       10.28       188       7,558       11.62       221  
 
                                       
Total loans (5)
    404,203       6.79       6,892       350,683       8.48       7,481  
Other
    2,126       4.64       24       1,396       5.01       20  
 
                                       
Total earning assets
  $ 533,157       6.57       8,846     $ 465,274       7.92       9,266  
 
                                       

FUNDING SOURCES

                                               
Deposits:
                                               
Interest-bearing checking
  $ 5,483       0.87       12     $ 5,160       3.20       42  
Market rate and other savings
    166,710       1.18       495       149,194       2.89       1,085  
Savings certificates
    37,192       2.57       240       41,080       4.38       454  
Other time deposits
    7,930       2.59       53       10,948       5.10       140  
Deposits in foreign offices
    49,054       1.78       219       41,326       4.77       497  
 
                                       
Total interest-bearing deposits
    266,369       1.52       1,019       247,708       3.55       2,218  
Short-term borrowings
    83,458       2.35       492       36,415       5.06       464  
Long-term debt
    103,745       3.43       892       94,686       5.33       1,267  
 
                                       
Total interest-bearing liabilities
    453,572       2.11       2,403       378,809       4.14       3,949  
Portion of noninterest-bearing funding sources
    79,585                   86,465              
 
                                       
Total funding sources
  $ 533,157       1.78       2,403     $ 465,274       3.37       3,949  
 
                                       
Net interest margin and net interest income on a taxable-equivalent basis (6)
            4.79 %   $ 6,443               4.55 %   $ 5,317  
 
                                       

NONINTEREST-EARNING ASSETS

                                               
Cash and due from banks
  $ 11,024                     $ 11,579                  
Goodwill
    13,531                       12,008                  
Other
    56,482                       52,672                  
 
                                           
Total noninterest-earning assets
  $ 81,037                     $ 76,259                  
 
                                           

NONINTEREST-BEARING FUNDING SOURCES

                                               
Deposits
  $ 87,095                     $ 88,991                  
Other liabilities
    25,762                       26,413                  
Stockholders’ equity
    47,765                       47,320                  
Noninterest-bearing funding sources used to fund earning assets
    (79,585 )                     (86,465 )                
 
                                           
Net noninterest-bearing funding sources
  $ 81,037                     $ 76,259                  
 
                                           

TOTAL ASSETS

  $ 614,194                     $ 541,533                  
 
                                           
 
(1)   Our average prime rate was 5.00% and 8.18% for the quarters ended September 30, 2008 and 2007, respectively, and 5.43% and 8.23% for the nine months ended September 30, 2008 and 2007, respectively. The average three-month London Interbank Offered Rate (LIBOR) was 2.91% and 5.44% for the quarters ended September 30, 2008 and 2007, respectively, and 2.98% and 5.39% for the nine months ended September 30, 2008 and 2007, 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 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.

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    Nine months ended September 30 ,
    2008     2007  
                    Interest                     Interest  
    Average     Yields /   income /   Average     Yields /   income /
    balance     rates     expense     balance     rates     expense  
 

 

                                               
 
 
  $ 3,734       2.59 %   $ 72     $ 4,972       5.09 %   $ 189  
 
    4,960       3.57       133       4,306       4.70       151  
 
                                               
 
    1,055       3.88       30       821       4.29       27  
 
    6,848       6.88       362       4,318       7.36       232  
 
                                               
 
    42,448       5.93       1,854       39,656       6.08       1,794  
 
    21,589       5.92       1,010       3,945       6.32       185  
 
                                       
 
    64,037       5.92       2,864       43,601       6.10       1,979  
 
    12,351       6.78       670       5,564       7.57       316  
 
                                       
 
    84,291       6.11       3,926       54,304       6.32       2,554  
 
    26,417       6.11       1,211       34,664       6.52       1,694  
 
    686       6.66       34       873       7.78       51  
 
                                               
 
                                               
 
    95,697       6.29       4,509       74,934       8.28       4,641  
 
    40,351       5.91       1,788       31,663       7.44       1,762  
 
    19,288       5.29       763       16,404       7.97       978  
 
    7,055       5.63       298       5,698       5.82       249  
 
                                       
 
    162,391       6.05       7,358       128,699       7.92       7,630  
 
                                               
 
    74,064       6.77       3,761       58,920       7.31       3,228  
 
    75,220       6.78       3,820       70,998       8.19       4,348  
 
    19,256       12.11       1,749       15,262       13.89       1,590  
 
    54,949       8.84       3,637       53,725       9.77       3,926  
 
                                       
 
    223,489       7.74       12,967       198,905       8.79       13,092  
 
    7,382       10.72       592       7,197       11.72       631  
 
                                       
 
    393,262       7.10       20,917       334,801       8.52       21,353  
 
    1,995       4.55       68       1,351       5.11       54  
 
                                       
 
  $ 515,345       6.81       26,361     $ 435,271       8.00       26,046  
 
                                       

 

                                               
 
                                               
 
  $ 5,399       1.31       53     $ 4,991       3.23       121  
 
    162,792       1.45       1,765       145,135       2.83       3,070  
 
    38,907       3.23       940       39,784       4.40       1,308  
 
    6,163       2.87       133       8,284       5.06       313  
 
    49,192       2.13       785       33,988       4.73       1,204  
 
                                       
 
    262,453       1.87       3,676       232,182       3.46       6,016  
 
    67,714       2.51       1,274       23,084       5.01       865  
 
    101,668       3.71       2,825       91,569       5.22       3,579  
 
                                       
 
    431,835       2.40       7,775       346,835       4.03       10,460  
 
    83,510                   88,436              
 
                                       
 
  $ 515,345       2.01       7,775     $ 435,271       3.21       10,460  
 
                                       
 
 
            4.80 %   $ 18,586               4.79 %   $ 15,586  
 
                                       
 
 
                                               
 
  $ 11,182                     $ 11,698                  
 
    13,289                       11,575                  
 
    54,901                       50,448                  
 
                                           
 
  $ 79,372                     $ 73,721                  
 
                                           
 
 
                                               
 
  $ 86,676                     $ 89,673                  
 
    28,268                       25,726                  
 
    47,938                       46,758                  
 
    (83,510 )                     (88,436 )                
 
                                           
 
  $ 79,372                     $ 73,721                  
 
                                           

 

  $ 594,717                     $ 508,992                  
 
                                           
 

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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 and long-term and short-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 increased 21% to $6.44 billion in third quarter 2008 from $5.32 billion in third quarter 2007. The increase was driven by 15% earning asset growth combined with an increase in the net interest margin to 4.79%, up 24 basis points from a year ago. The improvement in the net interest margin reflects our focus on higher risk-adjusted yields on new loans and securities, a decline in funding costs, our disciplined deposit pricing, and the high percentage of checking and transaction accounts in our core deposit mix. Net interest income on a taxable-equivalent basis increased $3.0 billion to $18.59 billion for the first nine months of 2008 from $15.59 billion for the same period a year ago. For the first nine months of 2008, growth in net interest income has largely offset the impact of the credit crisis on charge-offs.
Average earning assets increased $67.9 billion (15%) to $533.2 billion in third quarter 2008 from $465.3 billion in third quarter 2007. Average loans increased to $404.2 billion in third quarter 2008 from $350.7 billion a year ago. Average mortgages held for sale decreased to $25.0 billion in third quarter 2008 from $35.6 billion a year ago. Average debt securities available for sale increased to $92.9 billion in third quarter 2008 from $68.4 billion a year ago.
Core deposits are an important contributor to growth in net interest income and the net interest margin, and are a low-cost source of funding. Core deposits are noninterest-bearing deposits, interest-bearing checking, savings certificates, market rate and other savings, and certain foreign deposits (Eurodollar sweep balances). Average core deposits rose 5% to $320.1 billion for third quarter 2008 from $306.1 billion for third quarter 2007 and funded 79% and 87% of average loans in third quarter 2008 and 2007, respectively. Total average retail core deposits, which exclude Wholesale Banking core deposits and retail mortgage escrow deposits, grew $13.2 billion (6%) to $234.1 billion for third quarter 2008 from a year ago. Average mortgage escrow deposits were $21.2 billion for third quarter 2008, down $1.2 billion from a year ago. Average savings certificates of deposits decreased to $37.2 billion in third quarter 2008 from $41.1 billion a year ago and average noninterest-bearing checking accounts and other core deposit categories (interest-bearing checking and market rate and other savings) increased to $259.3 billion in third quarter 2008 from $243.3 billion a year ago. Total average interest-bearing deposits increased to $266.4 billion in third quarter 2008 from $247.7 billion a year ago.
The previous table presents the individual components of net interest income and the net interest margin.

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NONINTEREST INCOME
                                                 
   
    Quarter             Nine months        
    ended Sept. 30 ,   %     ended Sept. 30 ,   %  
(in millions)   2008     2007     Change     2008     2007     Change  
 

Service charges on deposit accounts

  $ 839     $ 837       %   $ 2,387     $ 2,262       6 %

Trust and investment fees:

                                               
Trust, investment and IRA fees
    549       573       (4 )     1,674       1,720       (3 )
Commissions and all other fees
    189       204       (7 )     589       627       (6 )
 
                                       
Total trust and investment fees
    738       777       (5 )     2,263       2,347       (4 )

Card fees

    601       561       7       1,747       1,548       13  

Other fees:

                                               
Cash network fees
    48       51       (6 )     143       146       (2 )
Charges and fees on loans
    266       246       8       765       737       4  
All other fees
    238       269       (12 )     654       832       (21 )
 
                                       
Total other fees
    552       566       (2 )     1,562       1,715       (9 )

Mortgage banking:

                                               
Servicing income, net
    525       797       (34 )     1,019       968       5  
Net gains (losses) on mortgage loan origination/ sales activities
    276       (61 )   NM       1,419       1,069       33  
All other
    91       87       5       282       265       6  
 
                                       
Total mortgage banking
    892       823       8       2,720       2,302       18  

Operating leases

    102       171       (40 )     365       550       (34 )
Insurance
    439       329       33       1,493       1,160       29  
Net gains (losses) from trading activities
    65       (43 )   NM       684       482       42  
Net gains on debt securities available for sale
    84       160       (48 )     316       149       112  
Net gains (losses) from equity investments
    (507 )     173     NM       (148 )     512     NM  
All other
    193       219       (12 )     593       672       (12 )
 
                                       
Total
  $ 3,998     $ 4,573       (13 )   $ 13,982     $ 13,699       2  
 
                                       
 
NM - Not meaningful
We earn trust, investment and IRA fees from managing and administering assets, including mutual funds, corporate trust, personal trust, employee benefit trust and agency assets. At September 30, 2008, these assets totaled $1.17 trillion, up 4% from $1.12 trillion at September 30, 2007. 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 declined 4% in third quarter 2008 from a year ago, while the S&P 500 ® declined 24% over the same period.
We also receive commissions and other fees for providing services to full-service and discount brokerage customers. Generally, these fees include transactional commissions, which are based on the number of transactions executed at the customer’s direction, or asset-based fees, which are based on the market value of the customer’s assets. At September 30, 2008 and 2007, brokerage balances totaled $123 billion and $132 billion, respectively.
Card fees increased 7% to $601 million in third quarter 2008 from $561 million in third quarter 2007, due to continued growth in new accounts and higher credit and debit card transaction volume. Purchase volume on these cards was up 8% from a year ago and average card balances were up 26%.

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Mortgage banking noninterest income was $892 million in third quarter 2008, compared with $823 million in third quarter 2007. 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 third quarter 2008 included a $75 million net MSRs valuation gain that was recorded to earnings ($546 million fair value loss offsetting a $621 million economic hedging gain) and for third quarter 2007 included a $562 million net MSRs valuation gain ($638 million fair value loss offsetting a $1.20 billion economic hedging gain). Our portfolio of loans serviced for others was $1.46 trillion at September 30, 2008, up 6% from $1.38 trillion at September 30, 2007. At September 30, 2008, the ratio of MSRs to related loans serviced for others was 1.34%.
Net gains on mortgage loan origination/sales activities were $276 million in third quarter 2008, compared with $61 million in net losses in third quarter 2007. The year-over-year increase reflected wider margins and decreased losses from spread widening caused by changes in liquidity. Residential real estate originations totaled $51 billion in third quarter 2008 and $68 billion in third quarter 2007. (For additional detail, see “Asset/Liability and Market Risk Management – Mortgage Banking Interest Rate and Market Risk,” Note 8 (Mortgage Banking Activities) and Note 13 (Fair Values of Assets and Liabilities) to Financial Statements in this Report.)
The 1-4 family first mortgage unclosed pipeline was $41 billion at September 30, 2008, $43 billion at December 31, 2007, and $45 billion at September 30, 2007.
Insurance revenue was up 33% in third quarter 2008 from third quarter 2007, due to customer growth, higher crop insurance revenues and the fourth quarter 2007 acquisition of ABD Insurance.
Income from trading activities was $65 million and $684 million in the third quarter and first nine months of 2008, respectively. Income from trading activities was a loss of $43 million and a gain of $482 million in the third quarter and first nine months of 2007, respectively. Income from trading activities and “all other” income collectively included a $106 million charge in third quarter 2008 related to unsecured counterparty exposure on derivative contracts with Lehman Brothers. Net investment losses (debt and equity) totaled $423 million for third quarter 2008 and included previously announced other-than-temporary impairment charges of $646 million for Fannie Mae, Freddie Mac and Lehman Brothers, an additional $247 million of other-than-temporary write-downs and $470 million of net realized investment gains. Net gains on debt securities available for sale were $84 million and $316 million in the third quarter and first nine months of 2008, and $160 million and $149 million, respectively, in the same periods of the prior year. Net gains (losses) from equity investments were $(507) million and $(148) million in the third quarter and first nine months of 2008, respectively, and $173 million and $512 million in the same periods of 2007. (For additional detail, see “Balance Sheet Analysis – Securities Available for Sale” in this Report.)

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NONINTEREST EXPENSE
                                                 
   
    Quarter             Nine months        
    ended Sept. 30 ,   %     ended Sept. 30 ,   %  
(in millions)   2008     2007     Change     2008     2007     Change  
 

Salaries

  $ 2,078     $ 1,933       8 %   $ 6,092     $ 5,707       7 %
Incentive compensation
    555       802       (31 )     2,005       2,444       (18 )
Employee benefits
    486       518       (6 )     1,666       1,764       (6 )
Equipment
    302       295       2       955       924       3  
Net occupancy
    402       398       1       1,201       1,132       6  
Operating leases
    90       136       (34 )     308       437       (30 )
Outside professional services
    206       222       (7 )     589       649       (9 )
Outside data processing
    122       123       (1 )     353       355       (1 )
Travel and entertainment
    113       113             330       340       (3 )
Contract services
    88       103       (15 )     300       334       (10 )
Operating losses
    63       225       (72 )     46       369       (88 )
Insurance
    144       81       78       511       357       43  
Advertising and promotion
    96       108       (11 )     285       312       (9 )
Postage
    83       88       (6 )     256       260       (2 )
Telecommunications
    78       79       (1 )     238       241       (1 )
Stationery and supplies
    53       54       (2 )     159       159        
Security
    45       42       7       134       129       4  
Core deposit intangibles
    32       28       14       94       81       16  
All other
    481       323       49       1,317       930       42  
 
                                       

Total

  $ 5,517     $ 5,671       (3 )   $ 16,839     $ 16,924       (1 )
 
                                       
 
Noninterest expense in third quarter 2008 was down 3% from the prior year, reflecting continued emphasis on expense management and disciplined efforts to restrict expenses to revenue-creating opportunities. In the last 12 months, we opened 71 retail banking stores, including 12 stores this quarter, and converted 21 stores from acquisitions. The efficiency ratio was 53.2% in third quarter 2008, even after taking into account the other-than-temporary impairment charges on debt and equity investment securities.
INCOME TAX EXPENSE
Our effective income tax rate was 30.8% for third quarter 2008, down from 34.0% for third quarter 2007, primarily due to a lower level of pre-tax income and higher amounts of tax credits and tax-exempt income in 2008. For the first nine months of 2008, our effective tax rate was 32.9%, compared with 32.6% for the first nine months of 2007.

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OPERATING SEGMENT RESULTS
We have three lines of business for management reporting: Community Banking, Wholesale Banking and Wells Fargo Financial. For a more complete description of our operating segments, including additional financial information and the underlying management accounting process, see Note 17 (Operating Segments) to Financial Statements in this Report. To reflect the realignment of our corporate trust business from Community Banking into Wholesale Banking in first quarter 2008, results for prior periods have been revised.
Community Banking’s net income increased 10% to $1.59 billion in third quarter 2008 from $1.45 billion in third quarter 2007. Net income decreased 4% to $4.25 billion in the first nine months of 2008 from $4.45 billion in the first nine months of 2007. Revenue increased 14% to $7.20 billion in third quarter 2008 from $6.32 billion a year ago, driven by strong balance sheet growth and strong fee income growth in retail banking and mortgage. Net interest income increased 27% to $4.21 billion in third quarter 2008 from $3.30 billion a year ago. Average loans were up 12% to $220.5 billion in third quarter 2008 from $197.4 billion a year ago and average core deposits were up 5% to $254.9 billion in third quarter 2008 from $243.0 billion a year ago with a portion of the growth due to acquisitions. The provision for credit losses increased to $1.43 billion in third quarter 2008 from $446 million a year ago, with over half of the increase related to Home Equity. Noninterest income was $3.00 billion in third quarter 2008, flat compared with $3.02 billion a year ago, and included $486 million of other-than-temporary impairment charges. This was partially offset by strong retail banking fee revenue growth, including growth in card fees, deposit service charges and mortgage banking. Noninterest expense decreased 7% to $3.45 billion in third quarter 2008 from $3.71 billion a year ago, driven by continued expense management, partially offset by investments in technology, distribution and sales staff.
Wholesale Banking’s net income decreased 86% to $83 million in third quarter 2008 from $591 million in third quarter 2007, including other-than-temporary impairment charges on debt and equity securities. Net income decreased 40% to $1.12 billion in the first nine months of 2008 from $1.85 billion in the first nine months of 2007. Revenue decreased 17% to $1.78 billion in third quarter 2008 from $2.16 billion a year ago, including impairment charges of $407 million. Net interest income increased 15% to $1.05 billion for third quarter 2008 from $918 million a year ago driven by strong loan and deposit growth. Average loans increased 33% to $116.2 billion in third quarter 2008 from $87.5 billion a year ago, with double-digit increases across nearly all wholesale lending businesses. Average total deposits were $84 billion, up 10% from a year ago, all in interest-bearing balances. The increase in the provision for credit losses to $294 million in third quarter 2008 from $19 million a year ago included $115 million from higher net charge-offs and an additional $178 million in credit reserve build. Noninterest income decreased 41% to $728 million in third quarter 2008 from a year ago, primarily due to impairment charges. Noninterest income from foreign exchange, loan fees, institutional brokerage and insurance all increased. Noninterest expense increased 13% to $1.39 billion in third quarter 2008 from $1.23 billion a year ago, mainly due to higher personnel-related costs, including expenses due to the fourth quarter 2007 acquisition of ABD Insurance and higher agent commissions in the crop insurance business due to higher commodity prices.
Wells Fargo Financial reported a net loss of $33 million in third quarter 2008 compared with net income of $135 million in third quarter 2007, reflecting higher credit costs, including a $162 million credit reserve build as a result of continued softening in the real estate, auto and

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credit card markets. For the first nine months of 2008, net income was $26 million, compared with $403 million for the same period a year ago. Revenue was $1.39 billion in third quarter 2008, flat from a year ago. Net interest income increased 6% to $1.12 billion in third quarter 2008 from $1.06 billion a year ago due to 3% growth in average loans to $67.5 billion in third quarter 2008 from $65.8 billion a year ago. The increase in the provision for credit losses to $770 million in third quarter 2008 from $427 million a year ago included $181 million from higher net charge-offs and an additional $162 million in credit reserve build. Noninterest expense decreased $51 million, or 7%, to $677 million in third quarter 2008 from $728 million a year ago primarily due to lower lease expenses from the run off of the auto lease portfolio.
BALANCE SHEET ANALYSIS
SECURITIES AVAILABLE FOR SALE
Our securities available for sale consists 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 primarily includes very liquid, high-quality federal agency debt, as well as privately issued mortgage-backed securities. At September 30, 2008, we held $84.6 billion of debt securities available for sale, with net unrealized losses of $4.1 billion, compared with $70.2 billion at December 31, 2007, with net unrealized gains of $775 million. We also held $2.3 billion of marketable equity securities available for sale at September 30, 2008, and $2.8 billion at December 31, 2007, with net unrealized losses of $739 million and $95 million for the same periods, respectively. The increase in net unrealized losses for the total securities available-for-sale portfolio to $4.9 billion at September 30, 2008, from net unrealized gains of $680 million at December 31, 2007, was largely due to wider spreads on mortgage-backed securities and an increase in market yields in the first nine months of 2008.
We conduct other-than-temporary impairment analysis on a quarterly basis. The initial indication of other-than-temporary impairment 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 of its industry, and our ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery. For marketable equity securities, we also consider the issuer’s financial condition, capital strength, and near-term prospects. For debt securities and for perpetual preferred securities that are treated as debt securities for the purpose of other-than-temporary analysis, we also consider the cause of the price decline (general level of interest rates and industry- and issuer-specific factors), the issuer’s financial condition, near-term prospects and current ability to make future payments in a timely manner, the issuer’s ability to service debt, and any change in agencies’ ratings at evaluation date from acquisition date and any likely imminent action.
Based on our evaluation at September 30, 2008, we recorded other-than-temporary impairment of $893 million in third quarter 2008, including $646 million related to investments in Fannie Mae, Freddie Mac and Lehman Brothers. See Note 4 (Securities Available for Sale) to Financial Statements in this Report for additional information.

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The weighted-average expected maturity of debt securities available for sale was 6.0 years at September 30, 2008. Since 77% of this portfolio is mortgage-backed securities, the expected remaining maturity may differ from contractual maturity because borrowers may 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 mortgage-backed securities available for sale is shown in the following table.
MORTGAGE-BACKED SECURITIES
                         
   
    Fair     Net unrealized     Remaining  
(in billions)   value     gain (loss)     maturity  
 

At September 30, 2008

  $ 64.9     $ (2.8 )   4.4 yrs.

At September 30, 2008, assuming a 200 basis point:

                       
Increase in interest rates
    59.2       (8.5 )   6.1 yrs.
Decrease in interest rates
    69.2       1.5     2.2 yrs.
 
LOAN PORTFOLIO
A discussion of average loan balances is included in “Earnings Performance – Net Interest Income” on page 14 and a comparative schedule of average loan balances is included in the table on page 12; quarter-end balances are in Note 5 (Loans and Allowance for Credit Losses) to Financial Statements in this Report.
Total loans at September 30, 2008, were $411.0 billion, up $48.1 billion (13%) from $362.9 billion at September 30, 2007. Commercial and commercial real estate loans were $176.0 billion at September 30, 2008, up $36.8 billion (26%) from $139.2 billion a year ago. Consumer loans were $228.1 billion at September 30, 2008, up $12.4 billion (6%) from $215.8 billion a year ago. Mortgages held for sale were $18.7 billion at September 30, 2008, down $11.0 billion from $29.7 billion a year ago.
DEPOSITS
                         
   
    Sept. 30 ,   Dec. 31 ,   Sept. 30 ,
(in millions)   2008     2007     2007  
 

Noninterest-bearing

  $ 89,446     $ 84,348     $ 82,365  
Interest-bearing checking
    5,398       5,277       4,376  
Market rate and other savings
    172,542       153,924       153,116  
Savings certificates
    38,909       42,708       41,863  
Foreign deposits (1)
    27,781       25,474       22,133  
 
                 
Core deposits
    334,076       311,731       303,853  
Other time deposits
    9,052       3,654       2,448  
Other foreign deposits
    10,446       29,075       28,655  
 
                 
Total deposits
  $ 353,574     $ 344,460     $ 334,956  
 
                 
 
(1)   Reflects Eurodollar sweep balances included in core deposits.
Core deposits of $334.1 billion at September 30, 2008, increased $30.2 billion (10%) from $303.9 billion a year ago. Average core deposits increased $13.9 billion (5%) to $320.1 billion in third quarter 2008 from third quarter 2007, predominantly due to growth in market rate and other savings.

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OFF-BALANCE SHEET ARRANGEMENTS AND AGGREGATE CONTRACTUAL OBLIGATIONS
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 than 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, or (4) optimize capital, and are accounted for in accordance with U.S. GAAP.
Almost all of our off-balance sheet arrangements result from securitizations. Based on market conditions, from time to time we may securitize home mortgage loans and other financial assets, including commercial mortgages. We normally structure loan securitizations as sales, in accordance with FAS 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities – a replacement of FASB Statement No. 125 . This involves the transfer of financial assets to certain qualifying special-purpose entities (QSPEs) that we are not required to consolidate. We also enter into certain contractual obligations. For additional information on off-balance sheet arrangements and other contractual obligations see “Financial Review – Off-Balance Sheet Arrangements and Aggregate Contractual Obligations” in our 2007 Form 10-K and Note 11 (Guarantees and Legal Actions) to Financial Statements in this Report.
RISK MANAGEMENT
CREDIT RISK MANAGEMENT PROCESS
Our credit risk management process provides for decentralized 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. We continually evaluate and modify our credit policies to address unacceptable levels of risk as they are identified. Beginning in 2007 and continuing in 2008, we updated our credit policies related to residential real estate lending to reflect the deteriorating economic conditions in the industry and decisions were made to exit certain underperforming indirect channels. In addition to these steps we have made adjustments to the credit criteria across the breadth of our consumer business segments to eliminate originations with unacceptable levels of risk given the challenges and uncertainty in the credit market.
Nonaccrual Loans and Other Assets
The following table shows the comparative data for nonaccrual loans and other assets. 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.

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Note 1 (Summary of Significant Accounting Policies) to Financial Statements in our 2007 Form 10-K describes our accounting policy for nonaccrual loans.
NONACCRUAL LOANS AND OTHER ASSETS
                         
   
    Sept. 30 ,   Dec. 31 ,   Sept. 30 ,
(in millions)   2008     2007     2007  
 

Nonaccrual loans:

                       
Commercial and commercial real estate:
                       
Commercial
  $ 846     $ 432     $ 399  
Other real estate mortgage
    296       128       133  
Real estate construction
    736       293       188  
Lease financing
    69       45       38  
 
                 
Total commercial and commercial real estate
    1,947       898       758  
Consumer:
                       
Real estate 1-4 family first mortgage (1)
    1,975       1,272       886  
Real estate 1-4 family junior lien mortgage
    780       280       238  
Other revolving credit and installment
    232       184       160  
 
                 
Total consumer
    2,987       1,736       1,284  
Foreign
    61       45       46  
 
                 
Total nonaccrual loans (2)
    4,995       2,679       2,088  
As a percentage of total loans
    1.22 %     0.70 %     0.58 %

Foreclosed assets:

                       
GNMA loans (3)
    596       535       487  
Other
    644       649       603  
Real estate and other nonaccrual investments (4)
    56       5       5  
 
                 
Total nonaccrual loans and other assets
  $ 6,291     $ 3,868     $ 3,183  
 
                 

As a percentage of total loans

    1.53 %     1.01 %     0.88 %
 
                 
 
(1)   Includes nonaccrual mortgages held for sale.
(2)   Includes impaired loans of $1,550 million, $469 million and $394 million at September 30, 2008, December 31, 2007, and September 30, 2007, respectively. See Note 5 to Financial Statements in this Report and Note 6 (Loans and Allowance for Credit Losses) to Financial Statements in our 2007 Form 10-K for further information on impaired loans.
(3)   Consistent with regulatory reporting requirements, foreclosed real estate securing 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 FHA or guaranteed by the Department of Veterans Affairs.
(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.
Nonaccrual loans increased $2.9 billion to $5.0 billion at September 30, 2008, from $2.1 billion at September 30, 2007, reflecting economic conditions, primarily in portfolios affected by residential real estate conditions and the associated impact on the consumer. A portion of the increase in nonaccrual loans from a year ago continued to relate to our active loss mitigation strategies at Home Equity, Home Mortgage and Wells Fargo Financial as we are aggressively working with customers to keep them in their homes or find alternative solutions to their financial challenges. Home builders, mortgage service providers, contractors, suppliers and others in the residential real estate-related segments continued to be stressed during this credit cycle. Additionally, as consumers cut back on discretionary spending, we are seeing some of the commercial loan portfolios dependent on their spending weaken. The $2.9 billion increase from a year ago included $681 million in Wells Fargo Financial real estate, $578 million in Home Equity and $333 million in Home Mortgage. Nonaccrual real estate 1-4 family loans included approximately $251 million of loans at September 30, 2008, that have been modified. Our policy requires six consecutive months of payments on modified loans before they are returned to accrual status. Until conditions improve in the residential real estate and liquidity markets, we

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will continue to hold more nonperforming assets on our balance sheet as it is currently the most economic option available. As a result, foreclosed asset balances increased $150 million to $1,240 million at September 30, 2008, from a year ago, including an increase of $138 million from Home Mortgage. Increases in commercial nonperforming assets were also a direct result of the conditions in the residential real estate markets and general consumer economy.
We expect that the amount of nonaccrual loans will change due to portfolio growth, economic conditions, portfolio seasoning, routine problem loan recognition and resolution through collections, sales or charge-offs. (See “Financial Review – Allowance for Credit Losses” in this Report for additional discussion.) The performance of any one loan can be affected by external factors, such as economic or market conditions, or factors affecting a particular borrower.
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 first mortgage loans or consumer loans exempt under regulatory rules from being classified as nonaccrual.
The total of loans 90 days or more past due and still accruing was $8,439 million, $6,393 million and $5,526 million at September 30, 2008, December 31, 2007, and September 30, 2007, respectively. The total included $6,295 million, $4,834 million and $4,263 million for the same periods, 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 Department of Veterans Affairs. The table below reflects loans 90 days or more past due and still accruing excluding the insured/guaranteed GNMA advances.
LOANS 90 DAYS OR MORE PAST DUE AND STILL ACCRUING
(EXCLUDING INSURED/GUARANTEED GNMA AND SIMILAR LOANS)
                         
   
    Sept. 30 ,   Dec. 31 ,   Sept. 30 ,
(in millions)   2008     2007     2007  
 

Commercial and commercial real estate:

                       
Commercial
  $ 46     $ 32     $ 14  
Other real estate mortgage
    111       10       22  
Real estate construction
    146       24       10  
 
                 
Total commercial and commercial real estate
    303       66       46  
Consumer:
                       
Real estate 1-4 family first mortgage (1)
    429       286       225  
Real estate 1-4 family junior lien mortgage
    257       201       127  
Credit card
    498       402       303  
Other revolving credit and installment
    617       552       520  
 
                 
Total consumer
    1,801       1,441       1,175  
Foreign
    40       52       42  
 
                 
Total
  $ 2,144     $ 1,559     $ 1,263  
 
                 
 
(1)   Includes mortgage loans held for sale 90 days or more past due and still accruing.

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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. We assume that our allowance for credit losses as a percentage of charge-offs and nonaccrual loans will change at different points in time based on credit performance, loan mix and collateral values. 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.
Net charge-offs for third quarter 2008 were $2.0 billion (1.96% of average total loans outstanding, annualized), compared with $1.5 billion (1.55%) for second quarter 2008 and $892 million (1.01%) for third quarter 2007. A significant part of the sequential increase reflected the change in the Home Equity charge-off policy in second quarter 2008, which deferred an estimated $265 million of charge-offs from second quarter 2008. Total provision expense in third quarter 2008 was $2.5 billion, including a $500 million credit reserve build, primarily related to higher projected losses in several consumer credit businesses and commercial real estate, as well as growth in the wholesale portfolios. The $1.1 billion increase in net credit losses from a year ago included $488 million in the real estate 1-4 family junior lien category. Net credit losses in the commercial category increased $213 million (a major portion from Business Direct) from a year ago.
Because of our responsible lending and risk management practices, we have largely avoided many of the products others in the mortgage industry have offered. We have not offered certain mortgage products such as negative amortizing mortgages or option ARMs. We continually evaluate and modify our credit policies to address unacceptable levels of risk as they are identified. In the past year, for example, we have tightened underwriting standards as we believed appropriate. Home Mortgage closed its nonprime wholesale channel early in third quarter 2007, after closing its nonprime correspondent channel in second quarter 2007. In addition, rates were increased for non-conforming mortgage loans during third quarter 2007 reflecting the reduced liquidity in the capital markets. As a result of these underwriting and policy changes, as well as overall market changes, Home Mortgage has shifted its loan origination production mix to significantly more government and conforming loans than a year ago, when production included a higher level of non-conforming and nonprime loans.
Although credit quality in Wells Fargo Financial’s real estate-secured lending business has deteriorated, we have not experienced the level of credit degradation that many nonprime lenders have because of our disciplined underwriting practices. Wells Fargo Financial has continued its long-standing practice not to use brokers or correspondents in its U.S. debt consolidation business. We endeavor to ensure that there is a tangible benefit to the borrower before we make a loan.
The deterioration in segments of the Home Equity portfolio required a targeted approach to managing these assets. We segregated into a liquidating portfolio all Home Equity loans generated through the wholesale channel not behind a Wells Fargo first mortgage, and all home equity loans acquired through correspondents. While the $10.7 billion of loans in this liquidating portfolio represented about 3% of total loans outstanding at September 30, 2008, these loans experienced a significant portion of the credit losses in our $83.9 billion Home Equity portfolio,

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with an annualized loss rate of 7.59% for third quarter 2008, compared with 2.43% for the remaining core portfolio. In this challenging real estate market it is necessary to have more time to work with our customers to identify ways to help resolve their financial difficulties and keep them in their homes. In order to provide this additional time to assist our customers, beginning April 1, 2008, we changed our Home Equity charge-off policy, consistent with Federal Financial Institutions Examination Council (FFIEC) guidelines. The core portfolio consisted of $73.3 billion of loans in the Home Equity portfolio at September 30, 2008. The following table includes the credit attributes of these two portfolios.
HOME EQUITY PORTFOLIO (1)
                                                 
   
                    % of loans        
                    two payments     Annualized loss rate  
    Outstanding balances     or more past due     Quarter ended  
    Sept. 30 ,   Dec. 31 ,   Sept. 30 ,   Dec. 31 ,   Sept. 30 ,   Dec. 31 ,
(in millions)   2008     2007     2008     2007     2008     2007  (2)
 

Liquidating portfolio

                                               
California
  $ 4,146     $ 4,387       5.18 %     2.94 %     11.88 %     7.34 %
Florida
    534       582       6.74       4.98       14.57       7.08  
Arizona
    255       274       5.02       2.67       10.45       5.84  
Texas
    199       221       0.96       0.83       1.64       0.78  
Minnesota
    130       141       3.29       3.18       6.25       4.09  
Other
    5,390       6,296       2.68       2.00       3.72       2.94  
 
                                           
Total
    10,654       11,901       3.89       2.50       7.59       4.80  
 
                                           

Core portfolio

                                               
California
    27,640       25,991       2.50       1.63       3.61       1.27  
Florida
    2,536       2,614       5.20       2.92       6.28       2.57  
Arizona
    3,814       3,821       2.52       1.54       3.21       0.90  
Texas
    2,735       2,842       1.19       1.03       0.41       0.19  
Minnesota
    4,465       4,668       1.21       1.08       1.24       0.88  
Other
    32,105       32,393       1.55       1.43       1.35       0.44  
 
                                           
Total
    73,295       72,329       2.05       1.52       2.43       0.86  
 
                                           

Combined totals

  $ 83,949     $ 84,230       2.29       1.66       3.09       1.42  
 
                                           
 
(1)   Reflects the impact of the April 1, 2008, change in the Home Equity charge-off policy.
(2)   Annualized loss rate for December 31, 2007, data is based on loss rate for month of December 2007.
Other consumer portfolios performed as expected during the quarter. Net charge-offs in the real estate 1-4 family first mortgage portfolio increased $123 million in third quarter 2008 from third quarter 2007, including an increase of $53 million in Wells Fargo Financial’s residential real estate portfolio. The increase in mortgage loss rates was consistent with the continued decline in home prices. Credit card net charge-offs increased $185 million from a year ago due to the effect of the current economic environment on consumers. Loss levels continued to increase in this credit cycle as the impacts from lower disposable income and unemployment weigh on the consumer. Net charge-offs in the auto portfolio in third quarter 2008 were up $58 million from a year ago and up $74 million linked quarter. While we remain optimistic about the positive impacts of process improvements and underwriting changes we made in the auto business in prior quarters, as well as our robust loss mitigation efforts, the economic environment continued to stress the consumer and influence loan performance.

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Because of our Wholesale Banking business model, focused primarily on long-term relationships with business customers, we have not participated significantly in certain higher-risk activities. We have not sponsored any SIVs. On the investment side of this business, we operate within disciplined credit standards and regularly monitor and manage our securities portfolios. We have not participated in the underwriting of any of the large leveraged buyouts that were “covenant lite,” and we have minimal direct exposure to hedge funds. Similarly, we have not made a market in subprime securities.
Commercial and commercial real estate net charge-offs increased $213 million to $338 million in third quarter 2008 from $125 million in third quarter 2007. Commercial and commercial real estate charge-offs include Business Direct (primarily unsecured lines of credit to small businesses), which increased $98 million in third quarter from a year ago and decreased $7 million linked quarter.
We believe the allowance for credit losses of $8.03 billion was adequate to cover credit losses inherent in the loan portfolio, including unfunded credit commitments, at September 30, 2008. The process for determining the adequacy of the allowance for credit losses is critical to our financial results. It requires difficult, subjective and complex judgments, as a result of the need to make estimates about the effect of matters that are uncertain. (See “Financial Review – Critical Accounting Policies – Allowance for Credit Losses” in our 2007 Form 10-K.) Therefore, we cannot provide assurance that, in any particular period, we will not have sizeable credit losses in relation to the amount reserved. We may need to significantly adjust the allowance for credit losses, considering current factors at the time, including economic or market conditions and ongoing internal and external examination processes. Our process for determining the adequacy of the allowance for credit losses is discussed in “Financial Review – Critical Accounting Policies – Allowance for Credit Losses” and Note 6 (Loans and Allowance for Credit Losses) to Financial Statements in our 2007 Form 10-K.
ASSET/LIABILITY AND MARKET RISK 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 individual asset/liability management committees and processes 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 are subject to interest rate risk because:
  assets and liabilities may mature or reprice at different times (for example, if assets reprice faster than liabilities and interest rates are generally falling, earnings will initially decline);
  assets and liabilities may reprice at the same time but by different amounts (for example, when the general level of interest rates is falling, we may reduce rates paid on checking and savings deposit accounts by an amount that is less than the general decline in market interest rates);

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  short-term and long-term market interest rates may change by different amounts (for example, the shape of the yield curve may affect new loan yields and funding costs differently); or
  the remaining maturity of various assets or liabilities may shorten or lengthen as interest rates change (for example, if long-term mortgage interest rates decline sharply, mortgage-backed securities held in the securities available-for-sale portfolio may prepay significantly earlier than anticipated – which could reduce portfolio income).
Interest rates may also have a direct or indirect effect on loan demand, credit losses, mortgage origination volume, the fair value of MSRs and other financial instruments, the value of the pension liability and other items affecting earnings.
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 September 30, 2008, our most recent simulation indicated estimated earnings at risk of approximately 5.6% of our most likely earnings plan over the next 12 months using a scenario in which both the federal funds rate and the 10-year Constant Maturity Treasury bond yield rise to 5.50%. 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 “Mortgage Banking Interest Rate and Market Risk” below.
We use exchange-traded and over-the-counter interest rate derivatives to hedge our interest rate exposures. The credit risk amount and estimated net fair value of these derivatives as of September 30, 2008, and December 31, 2007, are presented in Note 12 (Derivatives) to Financial Statements in this Report. We use derivatives for asset/liability management in three main ways:
  to convert a major portion of our long-term fixed-rate debt, which we issue to finance the Company, from fixed-rate payments to floating-rate payments by entering into receive-fixed swaps;
  to convert the cash flows from selected asset and/or liability instruments/portfolios from fixed-rate payments to floating-rate payments or vice versa; and
  to hedge our mortgage origination pipeline, funded mortgage loans, MSRs and other interests held using interest rate swaps, swaptions, futures, forwards and options.
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. Based on market conditions and other factors, we may reduce unwanted credit and liquidity risks by selling or securitizing some or all of the long-term fixed-rate mortgage loans and ARMs we originate. On the other hand, we may hold originated ARMs and fixed-rate mortgage loans in our loan portfolio as an investment for our growing base of core deposits. We determine whether the loans will be held for investment or held for sale at the time of commitment. We may subsequently change our intent to hold loans for investment and sell some or all of our ARMs or fixed-rate mortgage loans as part of our corporate

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asset/liability management. We may also acquire and add to our securities available for sale a portion of the securities issued at the time we securitize mortgages held for sale.
Interest rate and market risk can be substantial in the mortgage business. Changes in interest rates may potentially impact total origination and servicing fees, the value of our residential MSRs measured at fair value, the value of mortgages held for sale (MHFS) and the associated income and loss reflected in mortgage banking noninterest income, the income and expense associated with instruments (economic hedges) used to hedge changes in the fair value of residential MSRs, new prime residential MHFS, other interests held and the value of derivative loan commitments (interest rate “locks”) extended to mortgage applicants.
Interest rates impact the amount and timing of origination and servicing fees because consumer demand for new mortgages and the level of refinancing activity are sensitive to changes in mortgage interest rates. Typically, a decline in mortgage interest rates will lead to an increase in mortgage originations and fees and may also lead to an increase in servicing fee income, depending on the level of new loans added to the servicing portfolio and prepayments. Given the time it takes for consumer behavior to fully react to interest rate changes, as well as the time required for processing a new application, providing the commitment, and securitizing and selling the loan, interest rate changes will impact origination and servicing fees with a lag. The amount and timing of the impact on origination and servicing fees will depend on the magnitude, speed and duration of the change in interest rates.
Under FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities, including an amendment of FASB Statement No. 115 , we elected to measure MHFS at fair value prospectively for new prime MHFS originations for which an active secondary market and readily available market prices generally exist to reliably support fair value pricing models used for these loans. Loan origination fees on these loans are recorded when earned, and related direct loan origination costs and fees are recognized when incurred. We also elected to measure at fair value certain of our other interests held related to residential loan sales and securitizations. We believe that the election for new prime MHFS and other interests held (which are now hedged with free-standing derivatives (economic hedges) along with our MSRs) will reduce certain timing differences and better match changes in the value of these assets with changes in the value of derivatives used as economic hedges for these assets. During third quarter 2008, in response to continued secondary market illiquidity, we continued to originate certain prime non-agency loans to be held for investment for the foreseeable future rather than to be held for sale.
Under FAS 156, Accounting for Servicing of Financial Assets – an amendment of FASB Statement No. 140, we elected to use the fair value measurement method to initially measure and carry our residential MSRs, which represent substantially all of our MSRs. Under this method, the MSRs are recorded at fair value at the time we sell or securitize the related mortgage loans. The carrying value of MSRs reflects changes in fair value at the end of each quarter and changes are included in net servicing income, a component of mortgage banking noninterest income. If the fair value of the MSRs increases, income is recognized; if the fair value of the MSRs decreases, a loss is recognized. We use a dynamic and sophisticated model to estimate the fair value of our MSRs and periodically benchmark our estimates to independent appraisals. While the valuation of MSRs can be highly subjective and involve complex judgments by management about matters that are inherently unpredictable, changes in interest rates influence a variety of significant assumptions included in the periodic valuation of MSRs. Assumptions affected

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include prepayment speed, expected returns and potential risks on the servicing asset portfolio, the value of escrow balances and other servicing valuation elements impacted by interest rates.
A decline in interest rates generally increases the propensity for refinancing, reduces the expected duration of the servicing portfolio and therefore reduces the estimated fair value of MSRs. This reduction in fair value causes a charge to income (net of any gains on free-standing derivatives (economic hedges) used to hedge MSRs). We may choose not to fully hedge all of the potential decline in the value of our MSRs resulting from a decline in interest rates because the potential increase in origination/servicing fees in that scenario provides a partial “natural business hedge.” An increase in interest rates generally reduces the propensity for refinancing, increases the expected duration of the servicing portfolio and therefore increases the estimated fair value of the MSRs. However, an increase in interest rates can also reduce mortgage loan demand and therefore reduce origination income. In third quarter 2008, a $546 million decrease in the fair value of our MSRs and $621 million of gains on the free-standing derivatives used to hedge the MSRs, resulted in a net gain of $75 million.
Hedging the various sources of interest rate risk in mortgage banking is a complex process that requires sophisticated modeling and constant monitoring. While we attempt to balance these various aspects of the mortgage business, there are several potential risks to earnings:
  MSRs valuation changes associated with interest rate changes are recorded in earnings immediately within the accounting period in which those interest rate changes occur, whereas the impact of those same changes in interest rates on origination and servicing fees occur with a lag and over time. Thus, the mortgage business could be protected from adverse changes in interest rates over a period of time on a cumulative basis but still display large variations in income from one accounting period to the next.
  The degree to which the “natural business hedge” offsets changes in MSRs valuations is imperfect, varies at different points in the interest rate cycle, and depends not just on the direction of interest rates but on the pattern of quarterly interest rate changes.
  Origination volumes, the valuation of MSRs and hedging results and associated costs are also impacted by many factors. Such factors include the mix of new business between ARMs and fixed-rated mortgages, the relationship between short-term and long-term interest rates, the degree of volatility in interest rates, the relationship between mortgage interest rates and other interest rate markets, and other interest rate factors. Many of these factors are hard to predict and we may not be able to directly or perfectly hedge their effect.
  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 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.
The total carrying value of our residential and commercial MSRs was $19.6 billion at September 30, 2008, and $17.2 billion at December 31, 2007. The weighted-average note rate on the owned servicing portfolio was 5.98% at September 30, 2008, and 6.01% at December 31, 2007. Our total MSRs were 1.34% of mortgage loans serviced for others at September 30, 2008, compared with 1.20% at December 31, 2007.
As part of our mortgage banking activities, we enter into commitments to fund residential mortgage loans at specified times in the future. A mortgage loan commitment is an interest rate

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lock that binds us to lend funds to a potential borrower at a specified interest rate and within a specified period of time, generally up to 60 days after inception of the rate lock. These loan commitments are derivative loan commitments if the loans that will result from the exercise of the commitments will be held for sale. These derivative loan commitments are recognized at fair value in the balance sheet with changes in their fair values recorded as part of mortgage banking noninterest income. For interest rate lock commitments issued prior to January 1, 2008, we recorded a zero fair value for the derivative loan commitment at inception consistent with SAB 105. Effective January 1, 2008, we were required by SAB 109 to 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. The implementation of SAB 109 did not have a material impact on our results or the valuation of our 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 commitment is affected primarily by changes in interest rates and the passage of time.
Outstanding derivative loan commitments expose us to the risk that the price of the mortgage loans underlying the commitments might decline due to increases in mortgage interest rates from inception of the rate lock to the funding of the loan. To minimize this risk, we utilize forwards and options, Eurodollar futures and options, and Treasury futures, forwards and options contracts as economic hedges against the potential decreases in the values of the loans. We expect that these derivative financial instruments will experience changes in fair value that will either fully or partially offset the changes in fair value of the derivative loan commitments. 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.
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 primary purpose of our trading businesses is to accommodate customers in the management of their market price risks. Also, we take positions based on market expectations or to benefit from price differences between financial instruments and markets, subject to risk limits established and monitored by Corporate ALCO. All securities, foreign exchange transactions, commodity transactions and derivatives used in our trading businesses are carried at fair value. The Institutional Risk Committee establishes and monitors counterparty risk limits. The credit risk amount and estimated net fair value of all customer accommodation derivatives at September 30, 2008, and December 31, 2007, are included in Note 12 (Derivatives) to Financial Statements in this Report. Open, “at risk” positions for all trading business 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

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instruments that are considered trading positions. The average one-day VAR throughout third quarter 2008 was $25 million, with a lower bound of $18 million and an upper bound of $52 million.
Market Risk – Equity Markets
We are directly and indirectly affected by changes in the equity markets. We make and manage direct equity investments in start-up businesses, emerging growth companies, management buy-outs, acquisitions and corporate recapitalizations. We also invest in non-affiliated funds that make similar private equity investments. These private equity investments are made within capital allocations approved by management and the Board of Directors (the Board). The Board’s policy is to review business developments, key risks and historical returns for the private equity investment portfolio at least annually. Management reviews these investments at least quarterly and assesses them for possible other-than-temporary impairment. For nonmarketable investments, the analysis is based on facts and circumstances of each individual investment and the expectations for that investment’s cash flows and capital needs, the viability of its business model and our exit strategy. Private equity investments totaled $2.21 billion at September 30, 2008, and $2.02 billion at December 31, 2007.
We also have marketable equity securities in the securities available-for-sale portfolio, including common stock, perpetual preferred securities, and securities relating to our venture capital activities. We manage these securities within investment risk limits approved by management and the Board and monitored by Corporate ALCO. Gains and losses on these securities are recognized in net income when realized and periodically include other-than-temporary impairment charges, which are recorded when determined. The fair value of marketable equity securities was $2.31 billion and cost was $3.05 billion at September 30, 2008, and $2.78 billion and $2.88 billion, respectively, at December 31, 2007. (For additional detail, see “Balance Sheet Analysis – Securities Available for Sale” in this Report.)
Changes in equity market prices may also indirectly affect our net income by affecting (1) the value of third party assets under management and, hence, fee income, (2) particular borrowers, whose ability to repay principal and/or interest may be affected by the stock market, or (3) brokerage activity, related commission income and other business activities. Each business line monitors and manages these indirect risks.
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

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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 Federal Reserve Board, or the U.S. Treasury.
Core customer deposits have historically provided a sizeable source of relatively stable and low-cost funds. 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. Rating agencies base their ratings on many quantitative and qualitative factors, including capital adequacy, liquidity, asset quality, business mix, and level and quality of earnings. Moody’s Investors Service rates Wells Fargo Bank, N.A. as “Aaa,” its highest investment grade, and rates the Company’s senior debt as “Aa1.” Standard & Poor’s Ratings Services rates Wells Fargo Bank, N.A. as “AAA” and the Company’s senior debt rating as “AA+.” Wells Fargo Bank, N.A. is the only U.S. bank to have the highest possible credit rating from both Moody’s and S&P.
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 2006, the Parent’s registration statement with the SEC for issuance of senior and subordinated notes, preferred stock and other securities became effective. However, 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 $30 billion in outstanding short-term debt and $105 billion in outstanding long-term debt, subject to a total outstanding debt limit of $135 billion. During the first nine months of 2008, the Parent issued a total of $6.8 billion in registered senior notes. The Parent also issued capital securities in the form of $6.5 billion in junior subordinated debt to statutory business trusts formed by the Parent, which, in turn, issued trust preferred and perpetual preferred purchase securities. We used the proceeds from securities issued in the first nine months of 2008 for general corporate purposes and expect that 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 $50 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. Securities are issued under this program as private placements in accordance with Office of the Comptroller of the Currency (OCC) regulations. In the first nine months of 2008, Wells Fargo Bank, N.A. issued $43.1 billion in short-term and long-term senior notes.

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Wells Fargo Financial . In February 2008, 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. In the first nine months of 2008, WFFCC issued CAD$500 million in medium-term notes, leaving CAD$6.5 billion available for future issuance. All medium-term notes issued by WFFCC are unconditionally guaranteed by the Parent.
CAPITAL MANAGEMENT
We have an active program for managing stockholder capital. We use capital to fund organic growth, acquire banks and other financial services companies, pay dividends and repurchase our shares. Our objective is to produce above-market long-term returns by opportunistically using capital when returns are perceived to be high and issuing/accumulating capital when such costs are perceived to be low.
From time to time the Board of Directors 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 legal considerations. These factors can change at any time, and there can be no assurance as to the number of shares we will repurchase or when we will repurchase them.
Historically, our policy has been to repurchase shares under the “safe harbor” conditions of Rule 10b-18 of the Exchange Act 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 2007, the Board authorized the repurchase of up to 200 million additional shares of our outstanding common stock and, in September 2008, the repurchase of up to 25 million additional shares. During the first nine months of 2008, we repurchased approximately 37 million shares of our common stock, all from our employee benefit plans. In the first nine months of 2008, we issued approximately 61 million shares of common stock (including shares issued for our ESOP plan) under various employee benefit and director plans and under our dividend reinvestment and direct stock repurchase programs. At September 30, 2008, the total remaining common stock repurchase authority was approximately 29 million shares. (For additional information regarding share repurchases and repurchase authorizations, see Part II Item 2 of this Report.)
The Board of Directors approved a 10% increase in our common stock dividend to $0.34 per share for third quarter 2008 from $0.31 per share for second quarter 2008.

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Our potential sources of capital include retained earnings and issuances of common and preferred stock. In the first nine months of 2008, retained earnings increased $1.9 billion, predominantly resulting from net income of $5.4 billion, less dividends of $3.2 billion. In the first nine months of 2008, we issued $1.6 billion of common stock under various employee benefit and director plans.
The Emergency Economic Stabilization Act of 2008 authorizes the United States Treasury Department (Treasury Department) to use appropriated funds to restore liquidity and stability to the U.S. financial system. As part of this authority, on October 28, 2008, at the request of the Treasury Department and pursuant to a Letter Agreement and related Securities Purchase Agreement dated October 26, 2008 (the “Securities Purchase Agreements”), we issued 25,000 shares of Wells Fargo’s Fixed Rate Cumulative Perpetual Preferred Stock, Series D without par value, having a liquidation amount per share equal to $1,000,000, for a total price of $25 billion. The shares of these preferred securities may be evidenced by depositary shares, with each depositary share representing 1/1,000 interest in one share of preferred stock. The preferred securities pay cumulative dividends at a rate of 5% per year for the first five years and thereafter at a rate of 9% per year. We may not redeem the preferred securities during the first three years except with the proceeds from a “qualifying equity offering.” After three years, we may, at our option, redeem the preferred securities at par value plus accrued and unpaid dividends. The preferred securities are generally non-voting. Prior to October 28, 2011, unless we have redeemed the preferred securities or the Treasury Department has transferred the preferred securities to a third party, the consent of the Treasury Department will be required for us to increase our common stock dividend or repurchase our common stock or other equity or capital securities, other than in connection with benefit plans consistent with past practice and certain other circumstances specified in the Securities Purchase Agreements. A consequence of the preferred securities purchase includes certain restrictions on executive compensation that could limit the tax deductibility of compensation we pay to executive management. As part of its purchase of the preferred securities, the Treasury Department received warrants to purchase 110,261,688 shares of our common stock at an initial per share exercise price of $34.01. The warrants provide for the adjustment of the exercise price and the number of shares of our common stock issuable upon exercise pursuant to customary anti-dilution provisions, such as upon stock splits or distributions of securities or other assets to holders of our common stock, and upon certain issuances of our common stock at or below a specified price relative to the initial exercise price. The warrants expire ten years from the issuance date. Both the preferred securities and warrants will be accounted for as components of Tier 1 capital.
At September 30, 2008, the Company and each of our subsidiary banks were “well capitalized” under the applicable regulatory capital adequacy guidelines. Our Tier 1 capital ratio was 8.59%, up 100 basis points from year end 2007. For additional information see Note 19 (Regulatory and Agency Capital Requirements) to Financial Statements in this Report.

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LEGAL PROCEEDINGS
For information regarding legal proceedings, refer to Note 11 (Guarantees and Legal Actions) to Financial Statements in this Report.
RISK FACTORS
An investment in the Company has risk. In addition, in accordance with the Private Securities Litigation Reform Act of 1995, we caution you that actual results may differ from forward-looking statements about our future financial and business performance contained in this Report and other reports we file with the SEC and in other Company communications. We make forward-looking statements when we use words such as “believe,” “expect,” “anticipate,” “estimate,” “will,” “may,” “can” and similar expressions. Do not unduly rely on forward-looking statements. Actual results may differ significantly from expectations. Forward-looking statements speak only as of the date made. We do not undertake to update them to reflect changes or events that occur after that date.
In this Report we make forward-looking statements that:
  we expect the pending merger with Wachovia to be completed by the end of this year;
  until residential real estate values stabilize, the Home Equity portfolio is expected to produce higher than normal loss levels;
  until conditions improve in the residential real estate and liquidity markets, we will continue to hold more nonperforming assets on our balance sheet;
  the adoption of FAS 161, Staff Position No. 133-1 and FIN 45-4 will not affect our consolidated financial results;
  we expect the amount of nonaccrual loans will change due to portfolio growth, portfolio seasoning, routine problem loan recognition and resolution through collections, sales or charge-offs;
  we believe the election to measure at fair value new prime MHFS and other interests held will reduce certain timing differences and better match changes in the value of these assets with changes in the value of derivatives used to hedge these assets;
  we expect changes in the fair value of derivative financial instruments used to hedge derivative loan commitments will fully or partially offset changes in the fair value of such commitments;
  we expect the proceeds of securities issued in the future will be used for general corporate purposes;
  three pending business combination transactions, in addition to the pending merger with Wachovia, will close in fourth quarter 2008;
  we expect to recover our investments in entities formed to invest in affordable housing and sustainable energy projects over time through realization of federal tax credits;
  the amount of any additional consideration that may be payable in connection with previous acquisitions will not be significant to our financial statements; and
  we expect $39 million of deferred net gains on derivatives in other comprehensive income at September 30, 2008, will be reclassified as earnings in the next 12 months.

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This Report includes various statements about the estimated impact on our earnings from simulated changes in interest rates and on expected losses in our loan portfolio from assumed changes in loan credit quality. This Report also includes the statement that we believe the allowance for credit losses at September 30, 2008, was adequate to cover credit losses inherent in the loan portfolio, including unfunded credit commitments. There is no assurance that our allowance for credit losses at September 30, 2008, will be sufficient to cover future credit losses. As described below and elsewhere in this Report and in our 2007 Form 10-K, increases in loan charge-offs, changes in the allowance for credit losses or the related provision expense, or other effects of credit deterioration after September 30, 2008, could materially adversely affect our results of operations and financial condition.
This Report also includes various statements about the evaluation for other-than-temporary impairment of securities held in our available-for-sale portfolio, including certain perpetual preferred securities. We may be required to recognize other-than-temporary impairment in future periods with respect to these and other securities held in our available-for-sale portfolio. For more information, refer to “Overview — Current Accounting Developments,” “Balance Sheet Analysis – Securities Available for Sale” and Note 4 (Securities Available for Sale) to Financial Statements in this Report.
As discussed elsewhere in this Report, we have agreed to acquire Wachovia in a stock-for-stock transaction that is expected to close by the end of 2008. In the merger, Wells Fargo will acquire all of the assets and liabilities (including loan portfolios) of Wachovia and its subsidiaries. Some of these assets could become nonperforming or could default, increasing our credit costs and requiring us to write-down the value of the assets. This could materially adversely affect our results of operations and financial condition. We are not receiving any loan guarantees or other financial assistance from the government, thus after the merger we will be fully responsible for all credit losses, write-downs and impairments relating to Wachovia’s assets and liabilities acquired in the merger.
Our results of operations and financial condition could also be materially adversely affected if we fail to realize the expected benefits of the merger or it takes longer than expected to realize the benefits. The merger will involve the integration of the businesses of Wachovia and Wells Fargo. It is possible that the integration process could result in the loss of key Wachovia employees, the disruption of Wachovia’s ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect Wachovia’s ability to maintain relationships with customers and employees. As with any financial institution merger, there also may be disruptions that cause Wachovia to lose customers or cause customers to take deposits out of Wachovia’s banks. The integration of the two companies may also divert management attention and resources away from other operations and limit Wells Fargo’s ability to pursue other acquisitions.
Also, as discussed under “Capital Management” in this Report, on October 28, 2008, at the request of the Treasury Department we issued certain preferred securities and common stock warrants to the Treasury Department. Prior to October 28, 2011, unless we have redeemed the preferred securities or the Treasury Department has transferred the preferred securities to a third party, the consent of the Treasury Department will be required for us to, among other actions, increase our common stock dividend or repurchase our common stock other than in connection with benefit plans consistent with past practice. The warrants provide for the adjustment of the

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exercise price and the number of shares of our common stock issuable upon exercise pursuant to customary anti-dilution provisions, such as upon stock splits or distributions of securities or other assets to holders of our common stock, and upon certain issuances of our common stock at or below a specified price relative to the initial exercise price.
For a discussion of certain risk factors that could cause our financial results and condition to vary materially from period to period or cause actual results to differ from our expectations for our future financial and business performance, refer to our 2007 Form 10-K, including the “Risk Factors” and “Regulation and Supervision” sections, and to the Financial Review section and Financial Statements and related Notes included in this Report. Additional factors are described below:
  lower or negative revenue growth because of our inability to cross-sell more products to our existing customers;
  decreased demand for our products and services and lower revenue and earnings because of an economic recession;
  reduced fee income from our brokerage and asset management businesses because of a fall in stock market prices;
  lower net interest margin, decreased mortgage loan originations and reductions in the value of our MSRs and MHFS because of changes in interest rates;
  increased funding costs due to market illiquidity and increased competition for funding;
  the election to provide capital support to our mutual funds relating to investments in credit products;
  reduced earnings due to higher credit losses generally and specifically because:
  o   losses in our residential real estate loan portfolio (including home equity) are greater than expected due to economic factors, including declining home values, increasing interest rates, increasing unemployment, or changes in payment behavior, or other factors; and/or
  o   our loans are concentrated by loan type, industry segment, borrower type, or location of the borrower or collateral;
  higher credit losses because of federal or state legislation or regulatory action that reduces the amount that our borrowers are required to pay us;
  higher credit losses because of federal or state legislation or regulatory action that limits our ability to foreclose on properties or other collateral or makes foreclosure less economically feasible;
  changes to our allowance for credit losses following periodic examinations by our banking regulators;
  negative effect on our servicing and investment portfolios because of financial difficulties or credit downgrades of mortgage and bond issuers;
  reduced earnings because we write-down the carrying value of securities held in our securities available-for-sale portfolio following a determination that the securities are other-than-temporarily impaired;
  reduced earnings because of changes in the value of our venture capital investments;
  changes in our accounting policies or in accounting standards, and changes in how accounting standards are interpreted or applied;
  reduced earnings because actual returns on our pension plan assets are lower than expected, resulting in an increase in future net periodic benefit expense;
  reduced earnings from not realizing the expected benefits of acquisitions or from unexpected difficulties integrating acquisitions;

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  reduced earnings because of the inability or unwillingness of counterparties to perform their obligations with respect to derivative financial instruments;
  federal and state regulations;
  reputational damage from negative publicity;
  fines, penalties and other negative consequences from regulatory violations, even inadvertent or unintentional violations;
  the loss of checking and savings account deposits to alternative investments such as the stock market and higher-yielding fixed income investments; and
  fiscal and monetary policies of the Federal Reserve Board.
As described in our 2007 Form 10-K under “Regulation and Supervision – Deposit Insurance Assessments,” our bank subsidiaries, including Wells Fargo Bank, N.A., are members of the Deposit Insurance Fund (DIF). The Federal Deposit Insurance Corporation (FDIC) uses the DIF to cover insured deposits in the event of a bank failure, and maintains the fund by assessing member banks an insurance premium. Recent failures have caused the DIF to fall below the minimum balance required by law, forcing the FDIC to consider action to rebuild the fund by raising the insurance premiums assessed member banks. Depending on the frequency and severity of bank failures, the increase in premiums could be significant and negatively affect our earnings.

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CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As required by SEC rules, the Company’s management evaluated the effectiveness, as of September 30, 2008, 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 September 30, 2008.
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 of directors, 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 third quarter 2008 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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WELLS FARGO & COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
                                 
 
    Quarter ended Sept. 30 ,   Nine months ended Sept. 30 ,
(in millions, except per share amounts)   2008     2007     2008     2007  
 

INTEREST INCOME

                               
Trading assets
  $ 41     $ 37     $ 126     $ 137  
Securities available for sale
    1,397       1,032       3,753       2,470  
Mortgages held for sale
    394       586       1,211       1,694  
Loans held for sale
    12       19       34       51  
Loans
    6,888       7,477       20,906       21,341  
Other interest income
    42       72       140       242  
 
                       
Total interest income
    8,774       9,223       26,170       25,935  
 
                       

INTEREST EXPENSE

                               
Deposits
    1,019       2,218       3,676       6,016  
Short-term borrowings
    492       464       1,274       865  
Long-term debt
    882       1,261       2,801       3,568  
 
                       
Total interest expense
    2,393       3,943       7,751       10,449  
 
                       

NET INTEREST INCOME

    6,381       5,280       18,419       15,486  
Provision for credit losses
    2,495       892       7,535       2,327  
 
                       
Net interest income after provision for credit losses
    3,886       4,388       10,884       13,159  
 
                       

NONINTEREST INCOME

                               
Service charges on deposit accounts
    839       837       2,387       2,262  
Trust and investment fees
    738       777       2,263       2,347  
Card fees
    601       561       1,747       1,548  
Other fees
    552       566       1,562       1,715  
Mortgage banking
    892       823       2,720       2,302  
Operating leases
    102       171       365       550  
Insurance
    439       329       1,493       1,160  
Net gains on debt securities available for sale
    84       160       316       149  
Net gains (losses) from equity investments
    (507 )     173       (148 )     512  
Other
    258       176       1,277       1,154  
 
                       
Total noninterest income
    3,998       4,573       13,982       13,699  
 
                       

NONINTEREST EXPENSE

                               
Salaries
    2,078       1,933       6,092       5,707  
Incentive compensation
    555       802       2,005       2,444  
Employee benefits
    486       518       1,666       1,764  
Equipment
    302       295       955       924  
Net occupancy
    402       398       1,201       1,132  
Operating leases
    90       136       308       437  
Other
    1,604       1,589       4,612       4,516  
 
                       
Total noninterest expense
    5,517       5,671       16,839       16,924  
 
                       

INCOME BEFORE INCOME TAX EXPENSE

    2,367       3,290       8,027       9,934  
Income tax expense
    730       1,117       2,638       3,238  
 
                       

NET INCOME

  $ 1,637     $ 2,173     $ 5,389     $ 6,696  
 
                       

EARNINGS PER COMMON SHARE

  $ 0.49     $ 0.65     $ 1.63     $ 1.99  

DILUTED EARNINGS PER COMMON SHARE

  $ 0.49     $ 0.64     $ 1.62     $ 1.97  

DIVIDENDS DECLARED PER COMMON SHARE

  $ 0.34     $ 0.31     $ 0.96     $ 0.87  

Average common shares outstanding

    3,316.4       3,339.6       3,309.6       3,355.5  
Diluted average common shares outstanding
    3,331.0       3,374.0       3,323.4       3,392.9  
 
The accompanying notes are an integral part of these statements.

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WELLS FARGO & COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
                         
 
    September 30 ,   December 31 ,   September 30 ,
(in millions, except shares)   2008     2007     2007  
 

ASSETS

                       
Cash and due from banks
  $ 12,861     $ 14,757     $ 12,200  
Federal funds sold, securities purchased under resale agreements and other short-term investments
    8,093       2,754       4,546  
Trading assets
    9,097       7,727       7,298  
Securities available for sale
    86,882       72,951       57,440  
Mortgages held for sale (includes $17,290, $24,998 and $26,714 carried at fair value)
    18,739       26,815       29,699  
Loans held for sale
    635       948       1,011  

Loans

    411,049       382,195       362,922  
Allowance for loan losses
    (7,865 )     (5,307 )     (3,829 )
 
                 
Net loans
    403,184       376,888       359,093  
 
                 

Mortgage servicing rights:

                       
Measured at fair value (residential MSRs)
    19,184       16,763       18,223  
Amortized
    433       466       460  
Premises and equipment, net
    5,054       5,122       5,002  
Goodwill
    13,520       13,106       12,018  
Other assets
    44,679       37,145       41,737  
 
                 

Total assets

  $ 622,361     $ 575,442     $ 548,727  
 
                 

LIABILITIES

                       
Noninterest-bearing deposits
  $ 89,446     $ 84,348     $ 82,365  
Interest-bearing deposits
    264,128       260,112       252,591  
 
                 
Total deposits
    353,574       344,460       334,956  
Short-term borrowings
    85,187       53,255       41,729  
Accrued expenses and other liabilities
    29,293       30,706       28,884  
Long-term debt
    107,350       99,393       95,592  
 
                 

Total liabilities

    575,404       527,814       501,161  
 
                 

STOCKHOLDERS’ EQUITY

                       
Preferred stock
    625       450       545  
Common stock – $1-2/3 par value, authorized 6,000,000,000 shares; issued 3,472,762,050 shares
    5,788       5,788       5,788  
Additional paid-in capital
    8,348       8,212       8,089  
Retained earnings
    40,853       38,970       38,645  
Cumulative other comprehensive income (loss)
    (2,783 )     725       291  
Treasury stock – 151,543,421 shares, 175,659,842 shares and 147,535,970 shares
    (5,207 )     (6,035 )     (5,209 )
Unearned ESOP shares
    (667 )     (482 )     (583 )
 
                 

Total stockholders’ equity

    46,957       47,628       47,566  
 
                 

Total liabilities and stockholders’ equity

  $ 622,361     $ 575,442     $ 548,727  
 
                 
 
The accompanying notes are an integral part of these statements.

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WELLS FARGO & COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
AND COMPREHENSIVE INCOME
                                                                         
 
                                            Cumulative                      
                            Additional             other             Unearned     Total  
    Number of     Preferred     Common     paid-in     Retained     comprehensive     Treasury     ESOP     stockholders’  
(in millions, except shares)   common shares     stock     stock     capital     earnings     income     stock     shares     equity  
 

BALANCE DECEMBER 31, 2006

    3,377,149,861     $ 384     $ 5,788     $ 7,739     $ 35,215     $ 302     $ (3,203 )   $ (411 )   $ 45,814  
 
                                                     
Cumulative effect of adoption of FSP13-2
                                    (71 )                             (71 )
 
                                                                   
BALANCE JANUARY 1, 2007
    3,377,149,861       384       5,788       7,739       35,144       302       (3,203 )     (411 )     45,743  
 
                                                     
Comprehensive income:
                                                                       
Net income
                                    6,696                               6,696  
Other comprehensive income, net of tax:
                                                                       
Translation adjustments
                                            24                       24  
Net unrealized losses on securities available for sale and other interests held, net of reclassification of $133 million of net gains included in net income
                                            (226 )                     (226 )
Net unrealized gains on derivatives and hedging activities, net of reclassification of $61 million of net gains on cash flow hedges included in net income
                                            174                       174  
Defined benefit pension plans:
                                                                       
Amortization of actuarial loss and prior service cost included in net income
                                            17                       17  
 
                                                                     
Total comprehensive income
                                                                    6,685  
Common stock issued
    58,568,656                       (99 )     (276 )             1,906               1,531  
Common stock issued for acquisitions
    17,705,418                       68                       581               649  
Common stock repurchased
    (137,404,390 )                                             (4,765 )             (4,765 )
Preferred stock (484,000) issued to ESOP
            484               34                               (518 )      
Preferred stock released to ESOP
                            (23 )                             346       323  
Preferred stock (323,069) converted to common shares
    9,206,535       (323 )             20                       303                
Common stock dividends
                                    (2,919 )                             (2,919 )
Tax benefit upon exercise of stock options
                            199                                       199  
Stock option compensation expense
                            107                                       107  
Net change in deferred compensation and related plans
                            44                       (31 )             13  
 
                                                     
Net change
    (51,923,781 )     161             350       3,501       (11 )     (2,006 )     (172 )     1,823  
 
                                                     

BALANCE SEPTEMBER 30, 2007

    3,325,226,080     $ 545     $ 5,788     $ 8,089     $ 38,645     $ 291     $ (5,209 )   $ (583 )   $ 47,566  
 
                                                     

BALANCE DECEMBER 31, 2007

    3,297,102,208     $ 450     $ 5,788     $ 8,212     $ 38,970     $ 725     $ (6,035 )   $ (482 )   $ 47,628  
 
                                                     
Cumulative effect of adoption of EITF 06-4 and EITF 06-10
                                    (20 )                             (20 )
FAS 158 change of measurement date
                                    (8 )                             (8 )
 
                                                                   
BALANCE JANUARY 1, 2008
    3,297,102,208       450       5,788       8,212       38,942       725       (6,035 )     (482 )     47,600  
 
                                                     
Comprehensive income
                                                                       
Net income
                                    5,389                               5,389  
Other comprehensive income, net of tax:
                                                                       
Translation adjustments
                                            (20 )                     (20 )
Net unrealized losses on securities available for sale and other interests held, net of reclassification of $107 million of net losses included in net income
                                            (3,485 )                     (3,485 )
Net unrealized losses on derivatives and hedging activities, net of reclassification of $115 million of net gains on cash flow hedges included in net income
                                            (6 )                     (6 )
Defined benefit pension plans:
                                                                       
Amortization of net actuarial loss and prior service cost included in net income
                                            3                       3  
 
                                                                     
Total comprehensive income
                                                                    1,881  
Common stock issued
    49,454,756                       (41 )     (300 )             1,610               1,269  
Common stock repurchased
    (37,327,260 )                                             (1,162 )             (1,162 )
Preferred stock (520,500) issued to ESOP
            521               30                               (551 )      
Preferred stock released to ESOP
                            (20 )                             366       346  
Preferred stock (344,860) converted to common shares
    11,988,925       (346 )             (46 )                     392                
Common stock dividends
                                    (3,178 )                             (3,178 )
Tax benefit upon exercise of stock options
                            106                                       106  
Stock option compensation expense
                            134                                       134  
Net change in deferred compensation and related plans
                            32                       (12 )             20  
Other
                            (59 )                                     (59 )
 
                                                     
Net change
    24,116,421       175             136       1,911       (3,508 )     828       (185 )     (643 )
 
                                                     

BALANCE SEPTEMBER 30, 2008

    3,321,218,629     $ 625     $ 5,788     $ 8,348     $ 40,853     $ (2,783 )   $ (5,207 )   $ (667 )   $ 46,957  
 
                                                     
 
The accompanying notes are an integral part of these statements.

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WELLS FARGO & COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
                 
 
    Nine months ended September 30 ,
(in millions)   2008     2007  
 

Cash flows from operating activities:

               
Net income
  $ 5,389     $ 6,696  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Provision for credit losses
    7,535       2,327  
Changes in fair value of MSRs (residential) and MHFS carried at fair value
    (1,301 )     474  
Depreciation and amortization
    1,154       1,141  
Other net gains
    (999 )     (1,337 )
Preferred stock released to ESOP
    346       323  
Stock option compensation expense
    134       107  
Excess tax benefits related to stock option payments
    (104 )     (185 )
Originations of MHFS
    (163,797 )     (176,135 )
Proceeds from sales of and principal collected on mortgages originated for sale
    171,809       172,905  
Net change in:
               
Trading assets
    (1,360 )     (2,959 )
Loans originated for sale
    (361 )     (285 )
Deferred income taxes
    1,146       632  
Accrued interest receivable
    63       (446 )
Accrued interest payable
    (176 )     (59 )
Other assets, net
    (7,958 )     (5,516 )
Other accrued expenses and liabilities, net
    631       3,169  
 
           

Net cash provided by operating activities

    12,151       852  
 
           

Cash flows from investing activities:

               
Net change in:
               
Federal funds sold, securities purchased under resale agreements and other short-term investments
    (5,301 )     1,539  
Securities available for sale:
               
Sales proceeds
    39,698       37,297  
Prepayments and maturities
    15,879       6,868  
Purchases
    (74,381 )     (54,192 )
Loans:
               
Increase in banking subsidiaries’ loan originations, net of collections
    (32,006 )     (34,020 )
Proceeds from sales (including participations) of loans originated for investment by banking subsidiaries
    1,843       2,611  
Purchases (including participations) of loans by banking subsidiaries
    (4,329 )     (7,543 )
Principal collected on nonbank entities’ loans
    15,462       16,461  
Loans originated by nonbank entities
    (13,880 )     (19,190 )
Net cash paid for acquisitions
    (590 )     (2,862 )
Proceeds from sales of foreclosed assets
    1,299       1,014  
Changes in MSRs from purchases and sales
    71       1,124  
Other, net
    (1,325 )     (5,662 )
 
           

Net cash used by investing activities

    (57,560 )     (56,555 )
 
           

Cash flows from financing activities:

               
Net change in:
               
Deposits
    7,370       22,954  
Short-term borrowings
    31,798       28,760  
Long-term debt:
               
Proceeds from issuance
    22,751       22,569  
Repayment
    (15,439 )     (14,846 )
Common stock:
               
Proceeds from issuance
    1,269       1,531  
Repurchased
    (1,162 )     (4,765 )
Cash dividends paid
    (3,178 )     (2,919 )
Excess tax benefits related to stock option payments
    104       185  
Other, net
          (594 )
 
           

Net cash provided by financing activities

    43,513       52,875  
 
           

Net change in cash and due from banks

    (1,896 )     (2,828 )

Cash and due from banks at beginning of period

    14,757       15,028  
 
           

Cash and due from banks at end of period

  $ 12,861     $ 12,200  
 
           

Supplemental disclosures of cash flow information:

               
Cash paid during the period for:
               
Interest
  $ 7,927     $ 10,508  
Income taxes
    2,431       2,613  
Noncash investing and financing activities:
               
Net transfers from loans held for sale to loans
  $ 677     $  
Transfers from MHFS to securities available for sale
    544        
Transfers from trading assets to securities available for sale
          1,268  
Transfers from MHFS to loans
    507       1,522  
Transfers from MHFS to MSRs
    2,659       2,841  
Transfers from MHFS to foreclosed assets
    105       69  
Transfers from loans to foreclosed assets
    2,203       1,978  
 
The accompanying notes are an integral part of these statements.

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NOTES TO FINANCIAL STATEMENTS
1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Wells Fargo & Company is a diversified financial services company. We provide banking, insurance, investments, mortgage banking and consumer finance through banking stores, the internet and other distribution channels to consumers, businesses and institutions in all 50 states of the U.S. and in other countries. When we refer to “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.
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 and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and income and expenses during the reporting period.
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, 2007 (2007 Form 10-K).
On January 1, 2008, we adopted the following new accounting pronouncements:
  FSP FIN 39-1 – Financial Accounting Standards Board (FASB) Staff Position on Interpretation No. 39, Amendment of FASB Interpretation No. 39;
  EITF 06-4 – Emerging Issues Task Force (EITF) Issue No. 06-4, Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements;
  EITF 06-10 – EITF Issue No. 06-10, Accounting for Collateral Assignment Split-Dollar Life Insurance Arrangements; and
  SAB 109 – Staff Accounting Bulletin No. 109, Written Loan Commitments Recorded at Fair Value Through Earnings .
On July 1, 2008, we adopted the following new accounting pronouncement:
  FSP FAS 157-3 – FASB Staff Position No. FAS 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active .
On April 30, 2007, the FASB issued FSP FIN 39-1, which amends Interpretation No. 39 to permit a reporting entity to offset the right to reclaim cash collateral (a receivable), or the obligation to return cash collateral (a payable), against derivative instruments executed with the same counterparty under the same master netting arrangement. The provisions of this FSP are effective for the year beginning on January 1, 2008, with early adoption permitted. We adopted FSP FIN 39-1 on January 1, 2008, and it did not have a material effect on our consolidated financial statements.

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On September 20, 2006, the FASB ratified the consensus reached by the EITF at its September 7, 2006, meeting with respect to EITF 06-4. On March 28, 2007, the FASB ratified the consensus reached by the EITF at its March 15, 2007, meeting with respect to EITF 06-10. These pronouncements require that for endorsement split-dollar life insurance arrangements and collateral split-dollar life insurance arrangements where the employee is provided benefits in postretirement periods, the employer should recognize the cost of providing that insurance over the employee’s service period by accruing a liability for the benefit obligation. Additionally, for collateral assignment split-dollar life insurance arrangements, an employer is required to recognize and measure an asset based upon the nature and substance of the agreement. EITF 06-4 and EITF 06-10 are effective for the year beginning on January 1, 2008, with early adoption permitted. We adopted EITF 06-4 and EITF 06-10 on January 1, 2008, and reduced beginning retained earnings for 2008 by $20 million (after tax), primarily related to split-dollar life insurance arrangements from the acquisition of Greater Bay Bancorp.
On November 5, 2007, the Securities and Exchange Commission (SEC) issued SAB 109, which provides the staff’s views on the accounting for written loan commitments recorded at fair value under GAAP. To make the staff’s views consistent with current authoritative accounting guidance, SAB 109 revises and rescinds portions of SAB 105, Application of Accounting Principles to Loan Commitments . Specifically, SAB 109 states the expected net future cash flows associated with the servicing of a loan should be included in the measurement of all written loan commitments that are accounted for at fair value through earnings. The provisions of SAB 109, which we adopted on January 1, 2008, are applicable to written loan commitments recorded at fair value that are entered into beginning on or after January 1, 2008. The implementation of SAB 109 did not have a material impact on our results or the valuation of our loan commitments.
On October 10, 2008, the FASB issued Staff Position No. 157-3, which clarifies the application of FAS 157, Fair Value Measurements , in an inactive market and illustrates how an entity would determine fair value when the market for a financial asset is not active. The FSP states that an entity should not automatically conclude that a particular transaction price is determinative of fair value. In a dislocated market, judgment is required to evaluate whether individual transactions are forced liquidations or distressed sales. When relevant observable market information is not available, a valuation approach that incorporates management’s judgments about the assumptions that market participants would use in pricing the asset in a current sale transaction would be acceptable. The FSP also indicates that quotes from brokers or pricing services may be relevant inputs when measuring fair value, but are not necessarily determinative in the absence of an active market for the asset. In weighing a broker quote as an input to a fair value measurement, an entity should place less reliance on quotes that do not reflect the result of market transactions. Further, the nature of the quote (for example, whether the quote is an indicative price or a binding offer) should be considered when weighing the available evidence. The FSP is effective immediately and applies to prior periods for which financial statements have not been issued, including interim or annual periods ending on or before September 30, 2008. Accordingly, we adopted the FSP prospectively, beginning July 1, 2008. The adoption of the FSP did not have a material impact on our financial results or fair value determinations.

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Statement of Cash Flows
In the first nine months of 2007, our consolidated statement of cash flows reflected mortgage servicing rights (MSRs) from securitizations and asset transfers, as separately detailed in Note 8 in this Report, of $2,841 million as an increase to cash flows from operating activities with a corresponding decrease to cash flows from investing activities. Upon filing our 2007 Form 10-K we revised our consolidated statement of cash flows to appropriately reflect the proceeds from sales of mortgages held for sale (MHFS) and the related investment in MSRs as noncash transfers from MHFS to MSRs. The impact of the adjustments on the consolidated statement of cash flows for the first nine months of 2007 was to decrease net cash provided by operating activities from $3,693 million to $852 million and decrease net cash used by investing activities from $59,396 million to $56,555 million. These revisions to the historical financial statements were not considered to be material.
Descriptions of our significant accounting policies are included in Note 1 (Summary of Significant Accounting Policies) to Financial Statements in our 2007 Form 10-K.
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.
At September 30, 2008, we had three pending business combinations with total assets of approximately $1.6 billion. Transactions completed in the first nine months of 2008 were:
                 
 
(in millions)   Date     Assets  
 

Flatiron Credit Company, Inc., Denver, Colorado
  April 30     $ 332  
Transcap Associates, Inc., Chicago, Illinois
  June 27       22  
United Bancorporation of Wyoming, Inc., Jackson, Wyoming (1)
  July 1       2,110  
Other (2)
            12  
 
             
 
          $ 2,476  
 
             
 
(1)   Consists of five affiliated banks of United Bancorporation of Wyoming, Inc., located in Wyoming and Idaho, and certain assets and liabilities of United Bancorporation of Wyoming, Inc.
(2)   Consists of nine acquisitions of insurance brokerage businesses.
On October 3, 2008, we announced that we had signed a definitive agreement to acquire all outstanding shares of Wachovia Corporation (Wachovia) in a stock-for-stock transaction. Wachovia, based in Charlotte, North Carolina, had total assets of $764 billion at September 30, 2008, and is one of the nation’s largest diversified financial services companies, providing a broad range of retail banking and brokerage, asset and wealth management, and corporate and investment banking products and services to customers through 3,300 financial centers in 21 states from Connecticut to Florida and west to Texas and California, and nationwide retail brokerage, mortgage lending and auto finance businesses. Under terms of the agreement, Wachovia shareholders will receive 0.1991 shares of Wells Fargo common stock in exchange for each share of Wachovia common stock. The agreement is subject to approval of Wachovia shareholders and the merger is expected to be completed by the end of 2008.

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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.
                         
 
    Sept. 30 ,   Dec. 31 ,   Sept. 30 ,
(in millions)   2008     2007     2007  
 

Federal funds sold and securities purchased under resale agreements

  $ 5,562     $ 1,700     $ 3,436  
Interest-earning deposits
    1,775       460       499  
Other short-term investments
    756       594       611  
 
                 
Total
  $ 8,093     $ 2,754     $ 4,546  
 
                 
 
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. There were no securities classified as held to maturity as of the periods presented.
                                                 
 
    Sept. 30, 2008     Dec. 31, 2007     Sept. 30, 2007  
            Fair             Fair             Fair  
(in millions)   Cost     value     Cost     value     Cost     value  
 

Securities of U.S. Treasury and federal agencies

  $ 1,162     $ 1,170     $ 962     $ 982     $ 859     $ 860  
Securities of U.S. states and political subdivisions
    8,011       7,336       6,128       6,152       5,698       5,786  
Mortgage-backed securities:
                                               
Federal agencies
    43,074       43,904       34,092       34,987       29,470       29,902  
Private collateralized mortgage obligations (1)
    24,582       21,033       20,026       19,982       12,083       12,086  
 
                                   
Total mortgage-backed securities
    67,656       64,937       54,118       54,969       41,553       41,988  
Other
    11,883       11,131       8,185       8,065       6,377       6,312  
 
                                   
Total debt securities
    88,712       84,574       69,393       70,168       54,487       54,946  
Marketable equity securities:
                                               
Perpetual preferred securities
    2,531       1,653       2,082       1,852       1,605       1,525  
Other marketable equity securities
    516       655       796       931       767       969  
 
                                   
Total marketable equity securities
    3,047       2,308       2,878       2,783       2,372       2,494  
 
                                   

Total

  $ 91,759     $ 86,882     $ 72,271     $ 72,951     $ 56,859     $ 57,440  
 
                                   
 
(1)   A majority of the private collateralized mortgage obligations are AAA-rated bonds collateralized by 1-4 family residential first mortgages.
The following table provides the components of the net unrealized gains (losses) on securities available for sale. The net unrealized gains and losses on securities available for sale are reported on an after-tax basis as a component of cumulative other comprehensive income.
                         
 
    Sept. 30 ,   Dec. 31 ,   Sept. 30 ,
(in millions)   2008     2007     2007  
 

Gross unrealized gains
  $ 1,176     $ 1,352     $ 857  
Gross unrealized losses
    (6,053 )     (672 )     (276 )
 
                 
Net unrealized gains (losses)
  $ (4,877 )   $ 680     $ 581  
 
                 
 

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Net unrealized losses were $4,877 million at September 30, 2008, compared with net unrealized gains of $680 million at December 31, 2007. The increase in net unrealized losses was largely due to wider spreads on mortgage-backed securities and an increase in market yields for the first nine months of 2008.
The following table shows the gross unrealized losses and fair value of securities available for sale at September 30, 2008, and December 31, 2007, by length of time that individual securities in each category had been in a continuous loss position.
                                                 
 
    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  
 

December 31, 2007

                                               

Securities of U.S. Treasury and federal agencies

  $     $     $     $     $     $  
Securities of U.S. states and political subdivisions
    (98 )     1,957       (13 )     70       (111 )     2,027  
Mortgage-backed securities:
                                               
Federal agencies
    (1 )     39       (2 )     150       (3 )     189  
Private collateralized mortgage obligations
    (124 )     7,722       (2 )     54       (126 )     7,776  
 
                                   
Total mortgage-backed securities
    (125 )     7,761       (4 )     204       (129 )     7,965  
Other
    (140 )     2,425       (25 )     491       (165 )     2,916  
 
                                   
Total debt securities
    (363 )     12,143       (42 )     765       (405 )     12,908  
Marketable equity securities:
                                               
Perpetual preferred securities
    (236 )     1,404             9       (236 )     1,413  
Other marketable equity securities
    (30 )     284       (1 )     27       (31 )     311  
 
                                   
Total marketable equity securities
    (266 )     1,688       (1 )     36       (267 )     1,724  
 
                                   

Total

  $ (629 )   $ 13,831     $ (43 )   $ 801     $ (672 )   $ 14,632  
 
                                   

September 30, 2008

                                               

Securities of U.S. Treasury and federal agencies

  $ (7 )   $ 514     $     $     $ (7 )   $ 514  
Securities of U.S. states and political subdivisions
    (384 )     4,186       (345 )     1,367       (729 )     5,553  
Mortgage-backed securities:
                                               
Federal agencies
    (29 )     3,568       (1 )     31       (30 )     3,599  
Private collateralized mortgage obligations
    (3,529 )     20,331       (42 )     145       (3,571 )     20,476  
 
                                   
Total mortgage-backed securities
    (3,558 )     23,899       (43 )     176       (3,601 )     24,075  
Other
    (509 )     7,885       (280 )     531       (789 )     8,416  
 
                                   
Total debt securities
    (4,458 )     36,484       (668 )     2,074       (5,126 )     38,558  
Marketable equity securities:
                                               
Perpetual preferred securities
    (452 )     1,137       (428 )     426       (880 )     1,563  
Other marketable equity securities
    (46 )     212       (1 )     2       (47 )     214  
 
                                   
Total marketable equity securities
    (498 )     1,349       (429 )     428       (927 )     1,777  
 
                                   

Total

  $ (4,956 )   $ 37,833     $ (1,097 )   $ 2,502     $ (6,053 )   $ 40,335  
 
                                   
 
The change in the debt securities that had been in a continuous loss position for 12 months or more at September 30, 2008, was due to changes in market interest rates and spreads and not due to the credit quality of the securities. As of September 30, 2008, we have received all principal and interest payments, we believe that the principal and interest on these securities are fully collectible and we have the intent and ability to retain our investment for a period of time to allow for any anticipated recovery in market value. We evaluated these securities for impairment in accordance with our policy and determined that they were not other-than-temporarily impaired as of September 30, 2008.

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Our marketable equity securities included approximately $1.7 billion of investments in perpetual preferred securities at September 30, 2008. These securities were issued by credit-worthy companies and underwent an extensive credit evaluation at purchase. They provide very attractive tax-equivalent yields and were current as to periodic distributions in accordance with their respective terms as of September 30, 2008. We have opportunistically increased our holdings in these securities over the past 12 months in response to increased yields available in the marketplace, driven by a significant widening in credit spreads caused by the “mortgage and credit crises.” The market value of our holdings in these securities declined during this period in direct correlation with the continued widening of credit spreads. Unlike common stock whose return is mostly in the form of price appreciation, these securities were purchased for their high yields, with purchase decisions underwritten like bonds and debt securities. We evaluated these hybrid financial instruments for impairment in accordance with our policy and consistent with our impairment model used for debt securities. We determined that these securities were not other-than-temporarily impaired as of September 30, 2008, because there was no evidence of credit deterioration or investment rating downgrades of any issuers to below investment grade, and it was probable we would continue to receive full contractual payments. We will continue to evaluate the prospects for recovery in their market value in accordance with our policy for determining other-than-temporary impairment.
The following table shows the net realized gains (losses) on the sales of securities from the securities available-for-sale portfolio, including marketable equity securities. Gross realized losses include other-than-temporary impairment of $893 million and $1,095 million for the third quarter and first nine months of 2008, respectively, and $3 million and $7 million for the third quarter and first nine months of 2007. Other-than-temporary impairment for the third quarter and first nine months of 2008 included $594 million and $627 million, respectively, related to perpetual preferred securities that were either downgraded to less than investment grade or evidenced other significant credit deterioration events.
                                 
 
    Quarter     Nine months  
    ended Sept. 30 ,   ended Sept. 30 ,
(in millions)   2008     2007     2008     2007  
 

Gross realized gains

  $ 549     $ 212     $ 1,003     $ 292  
Gross realized losses
    (948 )     (23 )     (1,175 )     (77 )
 
                       
Net realized gains (losses)
  $ (399 )   $ 189     $ (172 )   $ 215  
 
                       
 

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5.   LOANS AND ALLOWANCE FOR CREDIT LOSSES
A summary of the major categories of loans outstanding is shown in the following table. Outstanding loan balances reflect unearned income, net deferred loan fees, and unamortized discount and premium totaling $4,528 million, $4,083 million and $3,562 million, at September 30, 2008, December 31, 2007, and September 30, 2007, respectively.
                         
 
    Sept. 30 ,   Dec. 31 ,   Sept. 30 ,
(in millions)   2008     2007     2007  
 

Commercial and commercial real estate:

                       
Commercial
  $ 104,281     $ 90,468     $ 82,598  
Other real estate mortgage
    44,741       36,747       33,227  
Real estate construction
    19,681       18,854       17,301  
Lease financing
    7,271       6,772       6,089  
 
                 
Total commercial and commercial real estate
    175,974       152,841       139,215  
Consumer:
                       
Real estate 1-4 family first mortgage
    77,870       71,415       66,877  
Real estate 1-4 family junior lien mortgage
    75,617       75,565       74,632  
Credit card
    20,358       18,762       17,129  
Other revolving credit and installment
    54,327       56,171       57,180  
 
                 
Total consumer
    228,172       221,913       215,818  
Foreign
    6,903       7,441       7,889  
 
                 

Total loans

  $ 411,049     $ 382,195     $ 362,922  
 
                 
 
We consider a loan to be impaired when, based on current information and events, we determine that we will not be able to collect all amounts due according to the loan contract, including scheduled interest payments. We assess and account for as impaired certain nonaccrual commercial and commercial real estate loans that are over $3 million and certain consumer, commercial and commercial real estate loans whose terms have been modified in a troubled debt restructuring. The recorded investment in impaired loans and the methodology used to measure impairment was:
                         
 
    Sept. 30 ,   Dec. 31 ,   Sept. 30 ,
(in millions)   2008     2007     2007  
 

Impairment measurement based on:
                       
Collateral value method
  $ 49     $ 285     $ 267  
Discounted cash flow method
    2,159       184       127  
 
                 
Total (1)
  $ 2,208     $ 469     $ 394  
 
                 
 
(1)   Includes $2,097 million, $369 million and $221 million of impaired loans with a related allowance of $415 million, $50 million and $24 million at September 30, 2008, December 31, 2007, and September 30, 2007, respectively.
The average recorded investment in impaired loans was $1,826 million and $308 million in third quarter 2008 and 2007, respectively, and $1,414 million and $273 million in the first nine months of 2008 and 2007, respectively.

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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     Nine months  
    ended Sept. 30 ,   ended Sept. 30 ,
(in millions)   2008     2007     2008     2007  
 

Balance, beginning of period

  $ 7,517     $ 4,007     $ 5,518     $ 3,964  

Provision for credit losses

    2,495       892       7,535       2,327  

Loan charge-offs:

                               
Commercial and commercial real estate:
                               
Commercial
    (305 )     (155 )     (897 )     (408 )
Other real estate mortgage
    (9 )           (19 )     (2 )
Real estate construction
    (36 )     (3 )     (93 )     (5 )
Lease financing
    (19 )     (8 )     (44 )     (24 )
 
                       
Total commercial and commercial real estate
    (369 )     (166 )     (1,053 )     (439 )
Consumer:
                               
Real estate 1-4 family first mortgage
    (146 )     (22 )     (330 )     (71 )
Real estate 1-4 family junior lien mortgage
    (669 )     (167 )     (1,476 )     (357 )
Credit card
    (396 )     (205 )     (1,078 )     (579 )
Other revolving credit and installment
    (586 )     (473 )     (1,617 )     (1,381 )
 
                       
Total consumer
    (1,797 )     (867 )     (4,501 )     (2,388 )
Foreign
    (59 )     (69 )     (185 )     (195 )
 
                       
Total loan charge-offs
    (2,225 )     (1,102 )     (5,739 )     (3,022 )
 
                       

Loan recoveries:

                               
Commercial and commercial real estate:
                               
Commercial
    27       35       90       84  
Other real estate mortgage
    1       2       4       7  
Real estate construction
          1       2       2  
Lease financing
    3       3       9       12  
 
                       
Total commercial and commercial real estate
    31       41       105       105  
Consumer:
                               
Real estate 1-4 family first mortgage
    7       6       20       18  
Real estate 1-4 family junior lien mortgage
    28       14       63       39  
Credit card
    35       29       113       90  
Other revolving credit and installment
    117       105       363       393  
 
                       
Total consumer
    187       154       559       540  
Foreign
    12       15       40       50  
 
                       
Total loan recoveries
    230       210       704       695  
 
                       
Net loan charge-offs
    (1,995 )     (892 )     (5,035 )     (2,327 )
 
                       

Allowances related to business combinations/other

    10       11       9       54  
 
                       

Balance, end of period

  $ 8,027     $ 4,018     $ 8,027     $ 4,018  
 
                       

Components:

                               
Allowance for loan losses
  $ 7,865     $ 3,829     $ 7,865     $ 3,829  
Reserve for unfunded credit commitments
    162       189       162       189  
 
                       
Allowance for credit losses
  $ 8,027     $ 4,018     $ 8,027     $ 4,018  
 
                       
Net loan charge-offs (annualized) as a percentage of average total loans
    1.96 %     1.01 %     1.71 %     0.93 %

Allowance for loan losses as a percentage of total loans

    1.91 %     1.06 %     1.91 %     1.06 %
Allowance for credit losses as a percentage of total loans
    1.95       1.11       1.95       1.11  
 

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6.   OTHER ASSETS
The components of other assets were:
                         
 
    Sept. 30 ,   Dec. 31 ,   Sept. 30 ,
(in millions)   2008     2007     2007  
 

Nonmarketable equity investments:

                       
Private equity investments
  $ 2,210     $ 2,024     $ 1,982  
Federal bank stock
    2,556       1,925       1,637  
All other
    3,437       2,981       2,672  
 
                 
Total nonmarketable equity investments
    8,203       6,930       6,291  

Operating lease assets

    1,442       2,218       2,526  
Accounts receivable
    14,650       10,913       16,750  
Interest receivable
    2,914       2,977       3,016  
Core deposit intangibles
    395       435       362  
Credit card and other intangibles
    283       319       260  
Foreclosed assets:
                       
GNMA loans (1)
    596       535       487  
Other
    644       649       603  
Due from customers on acceptances
    111       62       83  
Other
    15,441       12,107       11,359  
 
                 
Total other assets
  $ 44,679     $ 37,145     $ 41,737  
 
                 
 
(1)   Consistent with regulatory reporting requirements, foreclosed assets include foreclosed real estate securing Government National Mortgage Association (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 Federal Housing Administration or guaranteed by the Department of Veterans Affairs.
Income related to nonmarketable equity investments was:
                                 
 
    Quarter     Nine months  
    ended Sept. 30 ,   ended Sept. 30 ,
(in millions)   2008     2007     2008     2007  
 

Net gains (losses) from private equity investments

  $ (24 )   $ 144     $ 340  (1)   $ 446  
Net gains (losses) from all other nonmarketable equity investments
    26       (7 )     36       (24 )
 
                       
Net gains from nonmarketable equity investments
  $ 2     $ 137     $ 376     $ 422  
 
                       
 
(1)   Includes $334 million gain for first quarter 2008 from our ownership in Visa, which completed its initial public offering in March 2008. See Note 11 in this Report for additional information.

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7.   VARIABLE INTEREST ENTITIES
We are a primary beneficiary in certain special-purpose entities that are consolidated because we absorb a majority of each entity’s expected losses, receive a majority of each entity’s expected returns, or both. We do not hold a majority voting interest in these entities. Our consolidated variable interest entities, substantially all of which were formed to invest in securities and to securitize real estate investment trust securities, had approximately $4.3 billion and $3.5 billion in total assets at September 30, 2008, and December 31, 2007, respectively. The primary activities of these entities consist of acquiring and disposing of, and investing and reinvesting in securities, and issuing beneficial interests secured by those securities to investors. The creditors of substantially all of these consolidated entities have recourse against us.
We also hold variable interests greater than 20% but less than 50% in certain special-purpose entities predominantly formed to invest in affordable housing and sustainable energy projects, and to securitize corporate debt that had approximately $8.0 billion and $5.8 billion in total assets at September 30, 2008, and December 31, 2007, respectively. We are not required to consolidate these entities. Our maximum exposure to loss as a result of our involvement with these unconsolidated variable interest entities was approximately $2.8 billion and $2.0 billion at September 30, 2008, and December 31, 2007, respectively, primarily representing investments in entities formed to invest in affordable housing and sustainable energy projects. However, we expect to recover our investment in these entities over time, primarily through realization of federal tax credits. We also held investments in asset-backed securities of approximately $7.3 billion and $4.7 billion collateralized by auto leases and cash reserves of $10.6 billion and $6.4 billion at September 30, 2008, and December 31, 2007, respectively, issued by certain special-purpose entities where the third-party issuer of the securities is the primary beneficiary.

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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 Sept. 30 ,   Nine months ended Sept. 30 ,
(in millions)   2008     2007     2008     2007  
 

Fair value, beginning of period

  $ 19,333     $ 18,733     $ 16,763     $ 17,591  
Purchases
    57       188       191       489  
Servicing from securitizations or asset transfers
    851       951       2,642       2,808  
Sales
          (292 )     (269 )     (1,714 )
 
                       
Net additions
    908       847       2,564       1,583  

Changes in fair value:

                               
Due to changes in valuation model inputs or assumptions (1)
    (546 )     (638 )     1,788       1,364  
Other changes in fair value (2)
    (511 )     (719 )     (1,931 )     (2,315 )
 
                       
Total changes in fair value
    (1,057 )     (1,357 )     (143 )     (951 )
 
                       

Fair value, end of period

  $ 19,184     $ 18,223     $ 19,184     $ 18,223  
 
                       
 
(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.
The changes in amortized MSRs were:
                                 
 
    Quarter ended Sept. 30 ,   Nine months ended Sept. 30 ,
(in millions)   2008     2007     2008     2007  
 

Balance, beginning of period

  $ 442     $ 418     $ 466     $ 377  
Purchases (1)
    2       46       7       101  
Servicing from securitizations or asset transfers (1)
    8       12       17       33  
Amortization
    (19 )     (16 )     (57 )     (51 )
 
                       
Balance, end of period (2)
  $ 433     $ 460     $ 433     $ 460  
 
                       

Fair value of amortized MSRs:

                               
Beginning of period
  $ 595     $ 561     $ 573     $ 457  
End of period
    622       602       622       602  
 
(1)   Based on September 30, 2008, assumptions, the weighted-average amortization period for MSRs added during the third quarter and the first nine months of 2008 was approximately 18.3 years and 17.1 years, respectively.
(2)   There was no valuation allowance recorded for the periods presented.

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The components of our managed servicing portfolio were:
                 
 
    September 30 ,
(in billions)   2008     2007  
 

Loans serviced for others (1)

  $ 1,464     $ 1,380  
Owned loans serviced (2)
    97       97  
 
           
Total owned servicing
    1,561       1,477  
Sub-servicing
    19       22  
 
           

Total managed servicing portfolio

  $ 1,580     $ 1,499  
 
           
Ratio of MSRs to related loans serviced for others
    1.34 %     1.35 %
 
(1)   Consists of 1-4 family first mortgage and commercial mortgage loans.
(2)   Consists of mortgages held for sale and 1-4 family first mortgage loans.
The components of mortgage banking noninterest income were:
                                 
 
    Quarter ended Sept. 30 ,   Nine months ended Sept. 30 ,
(in millions)   2008     2007     2008     2007  
 

Servicing income, net:

                               
Servicing fees (1)
  $ 980     $ 970     $ 2,903     $ 3,031  
Changes in fair value of residential MSRs:
                               
Due to changes in valuation model inputs or assumptions (2)
    (546 )     (638 )     1,788       1,364  
Other changes in fair value (3)
    (511 )     (719 )     (1,931 )     (2,315 )
 
                       
Total changes in fair value of residential MSRs
    (1,057 )     (1,357 )     (143 )     (951 )

Amortization

    (19 )     (16 )     (57 )     (51 )
Net derivative gains (losses) from economic hedges (4)
    621       1,200       (1,684 )     (1,061 )
 
                       
Total servicing income, net
    525       797       1,019       968  

Net gains (losses) on mortgage loan origination/sales activities

    276       (61 )     1,419       1,069  
All other
    91       87       282       265  
 
                       
Total mortgage banking noninterest income
  $ 892     $ 823     $ 2,720     $ 2,302  
 
                       

Market-related valuation changes to MSRs, net of economic hedge results (2) + (4)

  $ 75     $ 562     $ 104     $ 303  
 
                       
 
(1)   Includes contractually specified servicing fees, late charges and other ancillary revenues.
(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.
(4)   Represents results from free-standing derivatives (economic hedges) used to hedge the risk of changes in fair value of MSRs. See Note 12 — Free-Standing Derivatives in this Report for additional information.

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9.   INTANGIBLE ASSETS
The gross carrying amount of intangible assets and accumulated amortization was:
                                 
 
    September 30 ,
    2008     2007  
    Gross     Accumulated     Gross     Accumulated  
(in millions)   carrying amount     amortization     carrying amount     amortization  
 

Amortized intangible assets:

                               
MSRs (1)
  $ 641     $ 208     $ 592     $ 132  
Core deposit intangibles
    2,558       2,163       2,434       2,072  
Credit card and other intangibles
    740       471       656       410  
 
                       
Total intangible assets
  $ 3,939     $ 2,842     $ 3,682     $ 2,614  
 
                       

MSRs (fair value) (1)

  $ 19,184             $ 18,223          
Trademark
    14               14          
 
(1)   See Note 8 in this Report for additional information on MSRs.
The current year and estimated future amortization expense for intangible assets as of September 30, 2008, follows:
                         
 
    Core              
    deposit              
(in millions)   intangibles     Other (1)   Total  
 

Nine months ended September 30, 2008 (actual)

  $ 94     $ 103     $ 197  
 
                 

Estimate for year ended December 31,

                       
2008 
  $ 126     $ 132     $ 258  
2009 
    120       118       238  
2010 
    106       106       212  
2011 
    44       92       136  
2012 
    23       82       105  
2013 
    20       71       91  
 
(1)   Includes amortized MSRs, and credit card and other intangibles.
We based our projections of amortization expense shown above on existing asset balances at September 30, 2008. Future amortization expense will vary based on additional core deposit or other intangibles acquired through business combinations.

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10.   GOODWILL
The changes in the carrying amount of goodwill as allocated to our operating segments for goodwill impairment analysis were:
                                 
 
    Community     Wholesale     Wells Fargo     Consolidated  
(in millions)   Banking (1)   Banking (1)   Financial     Company  
 

December 31, 2006

  $ 7,357     $ 3,552     $ 366     $ 11,275  
Goodwill from business combinations
    473       262             735  
Foreign currency translation adjustments
                8       8  
 
                       
September 30, 2007
  $ 7,830     $ 3,814     $ 374     $ 12,018  
 
                       

                               
December 31, 2007
  $ 8,581     $ 4,102     $ 423     $ 13,106  
Reduction in goodwill related to divested businesses
          (1 )           (1 )
Goodwill from business combinations
    322       97             419  
Foreign currency translation adjustments
                (4 )     (4 )
 
                       
September 30, 2008
  $ 8,903     $ 4,198     $ 419     $ 13,520  
 
                       
 
(1)   To reflect the realignment of our corporate trust business from Community Banking into Wholesale Banking in first quarter 2008, balances for prior periods have been revised.
For our goodwill impairment analysis, we allocate all of the goodwill to the individual operating segments. For management reporting we do not allocate all of the goodwill to the individual operating segments; some is allocated at the enterprise level. See Note 17 in this Report for further information on management reporting. The balances of goodwill for management reporting were:
                                         
 
    Community     Wholesale     Wells Fargo             Consolidated  
(in millions)   Banking (1)   Banking (1)   Financial     Enterprise     Company  
 

September 30, 2007

  $ 3,983     $ 1,864     $ 374     $ 5,797     $ 12,018  

September 30, 2008

    5,056       2,248       419       5,797       13,520  
 
(1)   To reflect the realignment of our corporate trust business from Community Banking into Wholesale Banking in first quarter 2008, balances for prior periods have been revised.
11. GUARANTEES AND LEGAL ACTIONS
Guarantees
The guarantees we provide to third parties primarily include standby letters of credit, various indemnification agreements, guarantees accounted for as derivatives, additional consideration related to business combinations and contingent performance guarantees.
We issue standby letters of credit, which include performance and financial guarantees, for customers in connection with contracts between the customers and third parties. Standby letters of credit assure that the third parties will receive specified funds if customers fail to meet their contractual obligations. We are obligated to make payment if a customer defaults. Standby letters of credit were $15.3 billion at September 30, 2008, and $12.5 billion at December 31, 2007,

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including financial guarantees of $8.9 billion and $6.5 billion, respectively, that we had issued or purchased participations in. Standby letters of credit are net of participations sold to other institutions of $2.5 billion at September 30, 2008, and $1.4 billion at December 31, 2007. We also had commitments for commercial and similar letters of credit of $1.0 billion at September 30, 2008, and $955 million at December 31, 2007. We consider the credit risk in standby letters of credit, and commercial and similar letters of credit in determining the allowance for credit losses.
We enter into 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, securities lending, 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 write options, floors and caps. Periodic settlements occur on floors and caps based on market conditions. The fair value of the written options liability in our balance sheet was $1,522 million at September 30, 2008, and $700 million at December 31, 2007. The aggregate fair value of the written floors and caps liability was $474 million and $280 million for the same periods, respectively. Our ultimate obligation under written options, floors and caps is based on future market conditions and is only quantifiable at settlement. The notional value related to written options was $78.5 billion at September 30, 2008, and $30.7 billion at December 31, 2007, and the aggregate notional value related to written floors and caps was $24.9 billion and $26.5 billion for the same periods, respectively. We offset substantially all options written to customers with purchased options.
We also enter into credit default swaps under which we buy loss protection from or sell loss protection to a counterparty in the event of default of a reference obligation. The fair value of the contracts sold was a liability of $42 million at September 30, 2008, and $20 million at December 31, 2007. The maximum amount we would be required to pay under the swaps in which we sold protection, assuming all reference obligations default at a total loss, without recoveries, was $712 million and $873 million, based on notional value, at September 30, 2008 and December 31, 2007, respectively. We purchased credit default swaps of comparable notional amounts to mitigate the exposure of the written credit default swaps at September 30, 2008 and December 31, 2007. These purchased credit default swaps had terms (i.e., the same reference obligation and maturity) that would offset our exposure from the written default swap contracts in which we are providing protection to a counterparty.
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. At September 30, 2008, and December 31, 2007, the amount of additional consideration we expected to pay was not significant to our financial statements.
We have entered into various contingent performance guarantees through credit risk participation arrangements with remaining terms up to 21 years. We will be required to make payments under

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these guarantees if a customer defaults on its obligation to perform under certain credit agreements with third parties. The extent of our obligations under these guarantees depends entirely on future events and was contractually limited to an aggregate liability of approximately $30 million at September 30, 2008, and $50 million at December 31, 2007.
Wells Fargo is a Class B common shareholder of Visa Inc. (Visa). Based on agreements previously executed among Wells Fargo, Visa and its predecessors and certain member banks of the Visa USA network, we may be required to indemnify Visa with respect to certain covered litigation. In conjunction with its initial public offering, Visa deposited $3 billion of the proceeds of the offering into a litigation escrow account to be used to satisfy settlement obligations with respect to prior litigation and to make payments with respect to the future resolution of the covered litigation. The extent of our future obligations, if any, under these arrangements depends on the ultimate resolution of the covered litigation. In October of 2008, Visa entered into an agreement in principle to settle with Discover Financial Services (Discover). We had previously established a reserve to reflect the fair value of our possible indemnification obligation to Visa for the Discover litigation.
To maintain a credit rating of “AAA” for certain funds, we entered into a capital support agreement in first quarter 2008 for up to $130 million related to one structured investment vehicle (SIV) held by our AAA-rated non-government money market mutual funds. In third quarter 2008 we fulfilled our obligation under this agreement by purchasing the SIV from the funds. At September 30, 2008, the SIV was recorded as a debt security in our securities available-for-sale portfolio. We are generally not responsible for investment losses incurred by our funds, and we do not have a contractual or implicit obligation to indemnify such losses or provide additional support to the funds. While we elected to enter into the capital support agreement for the AAA-rated funds, we are not obligated and may elect not to provide additional support to these funds or other funds in the future.
Legal Actions
The following supplements and amends our discussion of certain matters previously reported in Note 15 (Guarantees and Legal Actions) of our 2007 Form 10-K for events occurring in the most recent quarter.
Citigroup Litigation. On or about October 4, 2008, Citigroup, Inc. (Citigroup) commenced an action in New York state court against Wells Fargo, Wachovia, and their respective directors alleging, in part, that our agreement to merge with Wachovia constitutes tortious interference by Wells Fargo of an agreement between Citigroup and Wachovia. The complaint has been removed to the United States District Court for the Southern District of New York. After the case was removed, Citigroup purported to amend the complaint to seek $20 billion in compensatory damages, $20 billion in restitutionary and unjust enrichment damages, and $40 billion in punitive damages. We believe that we have valid defenses with respect to Citigroup’s claims for any damages and will vigorously defend our position.
Auction Rate Securities. We are engaged in discussions with regulators concerning investigations into the sale of auction rate securities by Wells Fargo Investments, LLC, Wells Fargo Brokerage Services, LLC, and Wells Fargo Institutional Securities, LLC, and liquidity solutions for purchasers.

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Taking into consideration information currently available, advice of counsel, and established reserves, we believe that the outcome of pending and threatened legal actions, including the matters described above, will not have a material adverse effect on the results of operations or stockholders’ equity. However, in the event of unexpected future developments, it is possible that the ultimate resolution of those matters, if unfavorable, may be material to our results of operations and financial condition for any particular period.
12. DERIVATIVES
Fair Value Hedges
We use interest rate swaps to convert certain of our fixed-rate long-term debt and certificates of deposit to floating rates to hedge our exposure to interest rate risk. We also enter into cross-currency swaps and cross-currency interest rate swaps 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. The ineffective portion of these fair value hedges is recorded as part of noninterest income. In addition, we use derivatives, such as Treasury futures and LIBOR swaps, to hedge changes in fair value due to changes in interest rates of our commercial real estate mortgage loans held for sale. Finally, we use interest rate swaps to hedge against changes in fair value of certain municipal debt securities classified as available for sale and, beginning in fourth quarter 2007, commercial mortgage-backed securities, due to changes in interest rates. The ineffective portion of these fair value hedges is recorded in “Net gains (losses) on debt securities available for sale” in the income statement. For fair value hedges of long-term debt and certificates of deposit, commercial real estate loans, franchise loans 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.
From time to time, we enter into equity collars to lock in share prices between specified levels for certain equity securities. As permitted, we include the intrinsic value only (excluding time value) when assessing hedge effectiveness. We assess hedge effectiveness based on a dollar-offset ratio, at inception of the hedging relationship and on an ongoing basis, by comparing cumulative changes in the intrinsic value of the equity collar with changes in the fair value of the hedged equity securities. The net derivative gain or loss related to the equity collars is recorded in other noninterest income in the income statement.
At September 30, 2008, all designated fair value hedges continued to qualify as fair value hedges.
Cash Flow Hedges
We hedge floating-rate senior debt against future interest rate increases by using interest rate swaps to convert floating-rate senior debt to fixed rates and by using interest rate caps and floors to limit variability of rates. 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 interest rates. Gains and losses on derivatives that are reclassified from cumulative other comprehensive income to current period earnings, are included in the line item in which the hedged item’s effect in earnings is recorded. All parts of gain or loss on these derivatives are included in the assessment of hedge effectiveness. As of September 30, 2008, all designated cash flow hedges continued to qualify as cash flow hedges.

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We expect that $39 million of deferred net gains on derivatives in other comprehensive income at September 30, 2008, will be reclassified as earnings during the next twelve months, compared with $34 million of deferred net gains at September 30, 2007. We are hedging our exposure to the variability of future cash flows for all forecasted transactions for a maximum of six years for hedges of both floating-rate senior debt and floating-rate commercial loans.
The following table provides net derivative gains and losses related to fair value and cash flow hedges resulting from the change in value of the derivatives excluded from the assessment of hedge effectiveness and the change in value of the ineffective portion of the derivatives.
                                 
 
    Quarter ended Sept. 30 ,   Nine months ended Sept. 30 ,
(in millions)   2008     2007     2008     2007  
 

Net gains from fair value hedges from:

                               
Change in value of derivatives excluded from the assessment of hedge effectiveness
  $     $ 1     $     $ 8  
Ineffective portion of change in value of derivatives
    73       12       116       13  

Net gains (losses) from ineffective portion of change in the value of cash flow hedges

    (3 )           (6 )     25  
 
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 income.
The derivatives used to hedge residential MSRs include swaps, swaptions, forwards, Eurodollar and Treasury futures, and options contracts. Net derivative gains (losses) of $621 million and $(1,684) million for the third quarter and first nine months of 2008, respectively, and $1,200 million and $(1,061) million for the third quarter and first nine months of 2007, respectively, from economic hedges related to our mortgage servicing activities are included in mortgage banking noninterest income. The aggregate fair value of these derivatives used as economic hedges was a net asset of $685 million at September 30, 2008, $1,652 million at December 31, 2007, and $596 million at September 30, 2007. 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 other comprehensive income (net of tax) or, upon sale, are reported in net gains (losses) on debt securities available for sale.
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 new prime residential MHFS carried at fair value under FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities, including an amendment of FASB Statement No. 115 (FAS 159), 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 issued prior to January 1, 2008, we recorded a zero fair value for the derivative loan commitment at inception consistent with SAB 105. Effective January 1, 2008,

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we were required by SAB 109 to 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. The implementation of SAB 109 did not have a material impact on our results or the valuation of our 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 liability of $114 million at September 30, 2008, a net asset of $6 million at December 31, 2007, and a net liability of $26 million at September 30, 2007, and is included in the caption “Interest rate contracts” under Customer Accommodation, Trading and Other Free-Standing Derivatives in the following table.
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 long-term notes and certificates of deposit 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 FAS 133, the “embedded” derivative is separated from the host contract and accounted for as a free-standing derivative.
Counterparty Credit Risk
By using derivatives, we are exposed to 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 in our balance sheet. The amount 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. Counterparty credit risk related to derivatives is considered and, if material, provided for separately.

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In connection with the bankruptcy filing by Lehman Brothers in September 2008, we recognized a $106 million charge in noninterest income related to unsecured counterparty exposure on our derivative contracts with Lehman Brothers. The bankruptcy filing triggered an early termination of the derivative contracts that after consideration of the master netting arrangement and posted cash collateral, resulted in a net amount due to us of $106 million. We assessed the collectability of this receivable and determined it was not realizable. We took appropriate actions to replace, as necessary, the terminated derivative contracts in order to maintain our various risk management strategies that previously involved the Lehman Brothers derivative contracts.
Derivative Financial Instruments – Summary Information
The gross positive fair value and net fair value for derivatives at September 30, 2008, and December 31, 2007, were:
                                 
 
    September 30, 2008     December 31, 2007  
    Gross           Gross      
    positive   Net fair     positive   Net fair  
(in millions)   fair value(2 )   value   fair value(2 )   value  
 

ASSET/LIABILITY MANAGEMENT HEDGES

                               
Qualifying hedge contracts accounted for under FAS 133
                               
Interest rate contracts
    $ 1,311   $ 747       $ 1,419   $ 1,147  
Equity contracts
                      (3 )
Foreign exchange contracts
      862     629         1,399     1,376  
Free-standing derivatives (economic hedges)
                               
Interest rate contracts (1)
      4,007     622         2,183     1,455  
Equity contracts
      1     1              
Foreign exchange contracts
      150     150         202     202  

CUSTOMER ACCOMMODATION, TRADING AND OTHER FREE-STANDING DERIVATIVES

                               
Interest rate contracts
      5,192     673         3,893     444  
Commodity contracts
      1,399     127         731     116  
Equity contracts
      771     63         571     86  
Foreign exchange contracts
      1,062     58         726     72  
Credit contracts
      117     67         75     51  
 
(1)   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.
(2)   Gross positive fair value represents those derivatives in a gain position prior to the consideration of derivatives in a loss position under master netting agreements, and related cash collateral. Including these effects, our net derivative assets (or amount of credit risk) at September 30,2008, totaled $5.7 billion. Cash collateral netted under the master netting arrangements totaled $2.5 billion.

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13. 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, prime residential mortgages held for sale (MHFS) and residential MSRs are recorded at fair value on a recurring basis. 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, loans held for sale, 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 FAS 159, 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 generally exist 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) will reduce certain timing differences and better match changes in the value of these assets with changes in the value of derivatives used as economic hedges for these assets.
Under FAS 159, we were also required to adopt FAS 157, Fair Value Measurements (FAS 157). FAS 157 defines fair value, establishes a consistent framework for measuring fair value and expands disclosure requirements for fair value measurements. The disclosures required under FAS 159 and FAS 157 are included in this Note.
Fair Value Hierarchy
Under FAS 157, we group our assets and liabilities 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.

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The table below presents the balances of assets and liabilities measured at fair value on a recurring basis.
                                 
 
(in millions)   Total     Level 1     Level 2     Level 3  
 

Balance at September 30, 2007

                               

Trading assets

  $ 7,298     $ 1,403     $ 5,385     $ 510  
Securities available for sale
    57,440       32,734       20,969       3,737 (2)
Mortgages held for sale
    26,714             26,636       78  
Mortgage servicing rights (residential)
    18,223                   18,223  
Other assets (1)
    1,060       791       249       20  
 
                       
Total
  $ 110,735     $ 34,928     $ 53,239     $ 22,568  
 
                       

Other liabilities (1)

  $ (3,079 )   $ (1,936 )   $ (822 )   $ (321 )
 
                       

Balance at September 30, 2008

                               

Trading assets

  $ 9,097     $ 1,492     $ 7,150     $ 455  
Securities available for sale
    86,882       46,545       30,385       9,952 (2)
Mortgages held for sale
    17,290             12,135       5,155  
Mortgage servicing rights (residential)
    19,184                   19,184  
Other assets (1)
    2,259       1,940       294       25  
 
                       
Total
  $ 134,712     $ 49,977     $ 49,964     $ 34,771  
 
                       

Other liabilities (1)

  $ (10,767 )   $ (7,455 )   $ (2,762 )   $ (550 )
 
                       
 
(1)   Derivatives are included in this category.
(2)   Non-rated asset-backed securities collateralized by auto leases and cash reserves represent most of this balance.
We continue to invest in asset-backed securities collateralized by auto leases and cash reserves that provide attractive yields and are structured equivalent to investment-grade securities. Based on our experience with underwriting auto leases and the significant overcollateralization of our interests, which results in retention by the counterparty of a significant amount of the primary risks of the investments (credit risk and residual value risk of the autos), we consider these assets to be of high credit quality. The securities are relatively short duration, therefore not as sensitive to market interest rate movements.
At September 30, 2008, trading assets included securities of $1,091 million and $1,058 million in Level 1 and Level 2, respectively, and securities available for sale included $45,075 million, $29,824 million and $1,726 million in Level 1, Level 2 and Level 3, respectively, for which the fair value measurement is obtained from independent brokers or pricing services.

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The changes in Level 3 assets and liabilities measured at fair value on a recurring basis are summarized as follows:
                                                 
 
    Trading                     Mortgage     Net     Other  
    assets     Securities     Mortgages     servicing     derivative     liabilities  
    (excluding     available     held for     rights     assets and     (excluding  
(in millions)   derivatives)     for sale     sale     (residential)     liabilities     derivatives)  
 

Quarter ended September 30, 2007

                                               

Balance, beginning of quarter

  $ 466     $ 2,014     $     $ 18,733     $ (79 )   $ (277 )

Total net gains (losses) for the quarter included in:

                                               
Net income
    (52 )           (1 )     (1,357 )     124       (19 )
Other comprehensive income
          (8 )                        
Purchases, sales, issuances and settlements, net
    96       1,731       16       847       (71 )     21  
Transfer into Level 3
                63 (3)                  
 
                                   
Balance, end of quarter
  $ 510     $ 3,737     $ 78     $ 18,223     $ (26 )   $ (275 )
 
                                   

Net unrealized losses included in net income for the quarter relating to assets and liabilities held at September 30, 2007 (1)

  $ (37 )(2)   $     $ (1 )(4)   $ (603 )(4)(5)   $ (17 )(4)   $ (20 )(4)
 
                                   

Quarter ended September 30, 2008

                                               

Balance, beginning of quarter

  $ 547     $ 8,604     $ 5,276     $ 19,333     $ (47 )   $ (357 )

Total net gains (losses) for the quarter included in:

                                               
Net income
    (90 )     (181 )     14       (1,057 )     (41 )     (83 )
Other comprehensive income
          (19 )                 1        
Purchases, sales, issuances and settlements, net
    (4 )     1,092       (76 )     908       (24 )     28  
Transfers into (out of) Level 3
          456 (3)     (59 )                  
 
                                   
Balance, end of quarter
  $ 453     $ 9,952     $ 5,155     $ 19,184     $ (111 )   $ (412 )
 
                                   

Net unrealized gains (losses) included in net income for the quarter relating to assets and liabilities held at September 30, 2008 (1)

  $ (72 )(2)   $ (26 )   $ 12 (4)   $ (546 )(4)(5)   $ (105 )(4)   $ (82 )(4)
 
                                   

Nine months ended September 30, 2007

                                               

Balance, beginning of period

  $ 360     $ 3,447     $     $ 17,591     $ (68 )   $ (282 )

Total net losses for the period included in:

                                               
Net income
    (31 )           (1 )     (951 )     (259 )     (47 )
Other comprehensive income
          (8 )                        
Purchases, sales, issuances and settlements, net
    181       298       16       1,583       297       54  
Transfers into Level 3
                63 (3)           4        
 
                                   
Balance, end of period
  $ 510     $ 3,737     $ 78     $ 18,223     $ (26 )   $ (275 )
 
                                   

Net unrealized gains (losses) included in net income for the period relating to assets and liabilities held at September 30, 2007 (1)

  $ 15 (2)   $     $ (1 )(4)   $ 1,341 (4)(5)   $ (22 )(4)   $ (48 )(4)
 
                                   

Nine months ended September 30, 2008

                                               

Balance, beginning of period

  $ 418     $ 5,381     $ 146     $ 16,763     $ 6     $ (280 )

Total net gains (losses) for the period included in:

                                               
Net income
    23       (258 )     (34 )     (143 )     (531 )     (184 )
Other comprehensive income
          (359 )                 1        
Purchases, sales, issuances and settlements, net
    12       2,999       714       2,564       413       52  
Transfers into Level 3
          2,189 (3)     4,329 (3)                  
 
                                   
Balance, end of period
  $ 453     $ 9,952     $ 5,155     $ 19,184     $ (111 )   $ (412 )
 
                                   

Net unrealized gains (losses) included in net income for the period relating to assets and liabilities held at September 30, 2008 (1)

  $ 93 (2)   $ (94 )   $ (33 )(4)   $ 1,796 (4)(5)   $ (113 )(4)   $ (184 )(4)
 
                                   
 
(1)   Represents only net 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.
(2)   Included in other noninterest income.
(3)   Represents transfers from Level 2 of residential mortgages held for sale and debt securities (including collateralized debt obligations) for which significant inputs to the valuation became unobservable, largely due to reduced levels of market liquidity. Related gains and losses for the period are included in above table.
(4)   Included in mortgage banking noninterest income.
(5)   Represents total unrealized losses of $546 million and $638 million, net of losses of nil and $35 million related to sales, for third quarter 2008 and 2007, respectively, and total unrealized gains of $1,788 million and $1,364 million, net of gains (losses) of $(8) million and $23 million related to sales, for the nine months ended September 30, 2008 and 2007, respectively. These unrealized gains/losses relating to MSRs are substantially offset by losses/gains on derivatives economically hedging the risk in fair value changes of residential MSRs, as discussed further in Note 8 in this Report.

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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 that were still held in the balance sheet at quarter end, the following table provides the level of valuation assumptions used to determine each adjustment and the carrying value of the related individual assets or portfolios at quarter end.
                                         
 
                                    Total losses  
    Carrying value at quarter end     for nine  
(in millions)   Total     Level 1     Level 2     Level 3     months ended  
 

September 30, 2007

                                       

Mortgages held for sale

  $ 2,984     $     $ 2,984     $     $ (131 )
Loans held for sale
    668             668             (20 )
Loans (1)
    602             583       19       (2,134 )
Private equity investments
    37                   37       (31 )
Foreclosed assets (2)
    362             362             (142 )
Operating lease assets
    46             46             (2 )
 
                                     
`
                                  $ (2,460 )
 
                                     

September 30, 2008

                                       

Mortgages held for sale

  $ 1,393     $     $ 1,220     $ 173     $ (153 )
Loans held for sale
    400             400             (25 )
Loans (1)
    1,118             1,054       64       (4,167 )
Private equity investments
    25       19             6       (29 )
Foreclosed assets (2)
    298             241       57       (136 )
Operating lease assets
    69             69             (6 )
 
                                     
 
                                  $ (4,516 )
 
                                     
 
(1)   Represents carrying value and related write-downs of loans for which adjustments are predominantly based on the appraised value of the collateral. The carrying value of loans fully charged-off, which includes unsecured lines and loans, is zero.
(2)   Represents the fair value and related losses of foreclosed real estate and other collateral owned that were measured at fair value subsequent to their initial classification as foreclosed assets.

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Fair Value Option
The following table reflects the differences between fair value carrying amount of mortgages held for sale measured at fair value under FAS 159 and the aggregate unpaid principal amount we are contractually entitled to receive at maturity.
                                                 
 
    September 30, 2008     September 30, 2007  
                    Fair value                     Fair value  
    Fair value     Aggregate     carrying amount     Fair value     Aggregate     carrying amount  
    carrying     unpaid     less aggregate     carrying     unpaid     less aggregate  
(in millions)   amount     principal     unpaid principal     amount     principal     unpaid principal  
 

Mortgages held for sale reported at fair value:

                                               
Total loans
  $ 17,290     $ 17,305     $ (15 )(1)   $ 26,714     $ 26,403     $ 311 (1)
Nonaccrual loans
    104       216       (112 )     21       29       (8 )
Loans 90 days or more past due and still accruing
    41       48       (7 )     11       11        
 
(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.
The assets accounted for under FAS 159 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.
                                                                 
 
    Quarter ended September 30 ,   Nine months ended September 30 ,
    2008     2007     2008     2007  
    Mortgages     Other     Mortgages     Other     Mortgages     Other     Mortgages     Other  
    held     interests     held     interests     held     interests     held     interests  
(in millions)   for sale     held     for sale     held     for sale     held     for sale     held  
 

Changes in fair value included in net income:

                                                               
Mortgage banking noninterest income:
                                                               
Net gains on mortgage loan origination/sales activities (1)
  $ 595     $     $ 355     $     $ 1,444     $     $ 477     $  
Other noninterest income
          (88 )           (52 )           27             (32 )
 
(1)   Includes changes in fair value of servicing associated with MHFS.
Interest income on mortgages held for sale measured at fair value is calculated based on the note rate of the loan and is recorded in interest income.

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14.   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.
                                                                 
 
    Shares issued and outstanding     Carrying amount (in millions)     Adjustable  
    Sept. 30 ,   Dec. 31 ,   Sept. 30 ,   Sept. 30 ,   Dec. 31 ,   Sept. 30 ,   dividends rate  
    2008     2007     2007     2008     2007     2007     Minimum     Maximum  
 

ESOP Preferred Stock (1):

                                                               

2008

    198,708                 $ 198     $     $       10.50 %     11.50 %

2007

    122,659       135,124       181,016       122       135       181       10.75       11.75  

2006

    92,749       95,866       104,966       93       96       105       10.75       11.75  

2005

    70,834       73,434       81,134       71       73       81       9.75       10.75  

2004

    53,750       55,610       62,960       54       56       63       8.50       9.50  

2003

    35,718       37,043       43,143       36       37       43       8.50       9.50  

2002

    24,889       25,779       31,679       25       26       32       10.50       11.50  

2001

    16,073       16,593       21,593       16       17       21       10.50       11.50  

2000

    8,844       9,094       13,744       9       9       14       11.50       12.50  

1999

    1,220       1,261       3,961       1       1       4       10.30       11.30  

1998

                539                   1       10.75       11.75  
 
                                                   

Total ESOP Preferred Stock

    625,444       449,804       544,735     $ 625     $ 450     $ 545                  
 
                                                   

Unearned ESOP shares (2)

                          $ (667 )   $ (482 )   $ (583 )                
 
                                                         
 
(1)   Liquidation preference $1,000. At September 30, 2008, December 31, 2007, and September 30, 2007, additional paid-in capital included $42 million, $32 million and $38 million, respectively, related to preferred stock.
(2)   In accordance with the American Institute of Certified Public Accountants (AICPA) Statement of Position 93-6, Employers’ Accounting for Employee Stock Ownership Plans , 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.
The Emergency Economic Stabilization Act of 2008 authorizes the United States Treasury Department (Treasury Department) to use appropriated funds to restore liquidity and stability to the U.S. financial system. As part of this authority, on October 28, 2008, at the request of the Treasury Department and pursuant to a Letter Agreement and related Securities Purchase Agreement dated October 26, 2008, we issued 25,000 shares of Wells Fargo’s Fixed Rate Cumulative Perpetual Preferred Stock, Series D without par value, having a liquidation amount per share equal to $1,000,000, for a total price of $25 billion. The shares of these preferred securities may be evidenced by depositary shares, with each depositary share representing 1/1,000 interest in one share of preferred stock. The preferred securities pay cumulative dividends at a rate of 5% per year for the first five years and thereafter at a rate of 9% per year. We may not redeem the preferred securities during the first three years except with the proceeds from a “qualifying equity offering.” After three years, we may, at our option, redeem the preferred securities at par value plus accrued and unpaid dividends. The preferred securities are generally non-voting. The preferred securities will be accounted for as a component of Tier 1 capital.

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15.   EMPLOYEE BENEFITS
We sponsor noncontributory qualified defined benefit retirement plans including the Cash Balance Plan. The Cash Balance Plan is an active plan that covers eligible employees (except employees of certain subsidiaries).
Although we will not be required to make a contribution in 2008 for the Cash Balance Plan, our decision on how much to contribute, if any, will be based on the maximum deductible contribution under the Internal Revenue Code and other factors, including the actual investment performance of plan assets during 2008. Given these uncertainties, we cannot estimate at this time the amount, if any, that we will contribute in 2008 to the Cash Balance Plan.
Under FAS 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans –an amendment of FASB Statements No. 87, 88, 106, and 132(R) , we are required to change our measurement date for our pension and postretirement plan assets and benefit obligations from November 30 to December 31 beginning in 2008. To reflect this change, we recorded an $8 million (after tax) adjustment to the 2008 beginning balance of retained earnings.
The net periodic benefit cost was:
                                                 
   
    Pension benefits             Pension benefits        
            Non-     Other             Non-     Other  
(in millions)   Qualified     qualified     benefits     Qualified     qualified     benefits  
Quarter ended September 30,   2008     2007  

Service cost

  $ 73     $ 4     $ 3     $ 71     $ 4     $ 4  
Interest cost
    69       5       10       60       4       10  
Expected return on plan assets
    (119 )           (10 )     (112 )           (9 )
Amortization of net actuarial loss (1)
          3             8       4       1  
Amortization of prior service cost
          (1 )     (1 )           (1 )     (1 )
 
                                   
Net periodic benefit cost
  $ 23     $ 11     $ 2     $ 27     $ 11     $ 5  
 
                                   

Nine months ended September 30,

                                               

Service cost

  $ 219     $ 11     $ 10     $ 211     $ 12     $ 12  
Interest cost
    207       16       30       182       12       30  
Expected return on plan assets
    (358 )           (30 )     (337 )           (27 )
Amortization of net actuarial loss (1)
          10             24       10       4  
Amortization of prior service cost
          (4 )     (3 )           (2 )     (3 )
 
                                   
Net periodic benefit cost
  $ 68     $ 33     $ 7     $ 80     $ 32     $ 16  
 
                                   
   
(1)   Net actuarial loss is generally amortized over five years.

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16.   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.
                                 
   
            Quarter             Nine months  
    ended September 30 ,   ended September 30 ,
(in millions, except per share amounts)   2008     2007     2008     2007  
   

Net income (numerator)

  $ 1,637     $ 2,173     $ 5,389     $ 6,696  
 
                       

EARNINGS PER COMMON SHARE

                               
Average common shares outstanding (denominator)
    3,316.4       3,339.6       3,309.6       3,355.5  
 
                       

Per share

  $ 0.49     $ 0.65     $ 1.63     $ 1.99  
 
                       

DILUTED EARNINGS PER COMMON SHARE

                               
Average common shares outstanding
    3,316.4       3,339.6       3,309.6       3,355.5  
Add: Stock options
    14.5       34.3       13.7       37.3  
Restricted share rights
    0.1       0.1       0.1       0.1  
 
                       
Diluted average common shares outstanding (denominator)
    3,331.0       3,374.0       3,323.4       3,392.9  
 
                       

Per share

  $ 0.49     $ 0.64     $ 1.62     $ 1.97  
 
                       
   
At September 30, 2008 and 2007, options to purchase 173.7 million and 8.9 million shares, respectively, were outstanding but not included in the calculation of diluted earnings per common share because the exercise price was higher than the market price, and therefore they were antidilutive.

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17.   OPERATING SEGMENTS
We have three lines of business for management reporting: Community Banking, Wholesale Banking and Wells Fargo Financial. 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 generally accepted accounting principles. 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 segments. If the management structure and/or the allocation process changes, allocations, transfers and assignments may change. To reflect the realignment of our corporate trust business from Community Banking into Wholesale Banking in first quarter 2008, balances for prior periods have been revised.
The Community Banking Group 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 high net worth individuals, securities brokerage through affiliates and venture capital financing. These products and services include the Wells Fargo Advantage Funds SM , a family of mutual funds, as well as personal trust and agency assets. Loan products include lines of credit, equity lines and loans, equipment and transportation (recreational vehicle and marine) 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 financing, Small Business Administration financing, venture capital financing, cash management, payroll services, retirement plans, Health Savings Accounts and merchant payment processing. Consumer and business deposit products include checking accounts, savings deposits, market rate accounts, Individual Retirement Accounts (IRAs), time deposits and debit cards.
Community Banking serves customers through a wide range of channels, which include traditional banking stores, in-store banking centers, business centers and ATMs. Also, Phone Bank SM centers and the National Business Banking Center provide 24-hour telephone service. Online banking services include single sign-on to online banking, bill pay and brokerage, as well as online banking for small business.
The Wholesale Banking Group serves businesses across the United States with annual sales generally in excess of $10 million. Wholesale Banking provides a complete line of commercial, corporate 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, 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 and administers institutional investments, employee benefit trusts and mutual funds, including the Wells Fargo Advantage Funds . Wholesale Banking includes the majority ownership interest in the Wells Fargo HSBC Trade

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Bank, which provides trade financing, letters of credit and collection services and is sometimes supported by the Export-Import Bank of the United States (a public agency of the United States offering export finance support for American-made products). Wholesale Banking also supports the commercial real estate 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, commercial real estate loan servicing and real estate and mortgage brokerage services.
Wells Fargo Financial includes consumer finance and auto finance operations. Consumer finance operations make direct consumer and real estate loans to individuals and purchase sales finance contracts from retail merchants from offices throughout the United States, and in Canada and the Pacific Rim. Auto finance operations specialize in purchasing sales finance contracts directly from auto dealers and making loans secured by autos in the United States, Canada and Puerto Rico. Wells Fargo Financial also provides credit cards and lease and other commercial financing.
The Consolidated Company total of average assets includes unallocated goodwill balances held at the enterprise level.
                                                                 
   
(income/expense in millions,           Community             Wholesale             Wells Fargo             Consolidated  
average balances in billions)           Banking             Banking             Financial             Company  
Quarter ended September 30,   2008     2007     2008     2007     2008     2007     2008     2007  

Net interest income (1)

  $ 4,205     $ 3,303     $ 1,054     $ 918     $ 1,122     $ 1,059     $ 6,381     $ 5,280  
Provision for credit losses
    1,431       446       294       19       770       427       2,495       892  
Noninterest income
    2,998       3,020       728       1,239       272       314       3,998       4,573  
Noninterest expense
    3,447       3,713       1,393       1,230       677       728       5,517       5,671  
 
                                               
Income (loss) before income tax expense (benefit)
    2,325       2,164       95       908       (53 )     218       2,367       3,290  
Income tax expense (benefit)
    738       717       12       317       (20 )     83       730       1,117  
 
                                               
Net income (loss)
  $ 1,587     $ 1,447     $ 83     $ 591     $ (33 )   $ 135     $ 1,637     $ 2,173  
 
                                               

Average loans

  $ 220.5     $ 197.4     $ 116.2     $ 87.5     $ 67.5     $ 65.8     $ 404.2     $ 350.7  
Average assets (2)
    380.4       348.1       156.6       115.9       71.4       71.7       614.2       541.5  
Average core deposits
    254.9       243.0       65.2       63.1                   320.1       306.1  

Nine months ended September 30,

                                                               

Net interest income (1)

  $ 11,977     $ 9,678     $ 3,106     $ 2,661     $ 3,336     $ 3,147     $ 18,419     $ 15,486  
Provision for credit losses
    4,739       1,105       700       33       2,096       1,189       7,535       2,327  
Noninterest income
    9,632       8,731       3,458       4,007       892       961       13,982       13,699  
Noninterest expense
    10,520       10,873       4,228       3,783       2,091       2,268       16,839       16,924  
 
                                               
Income before income tax expense
    6,350       6,431       1,636       2,852       41       651       8,027       9,934  
Income tax expense
    2,102       1,983       521       1,007       15       248       2,638       3,238  
 
                                               
Net income
  $ 4,248     $ 4,448     $ 1,115     $ 1,845     $ 26     $ 403     $ 5,389     $ 6,696  
 
                                               

Average loans

  $ 217.1     $ 188.2     $ 108.2     $ 82.4     $ 68.0     $ 64.2     $ 393.3     $ 334.8  
Average assets (2)
    367.7       324.9       148.4       108.3       72.8       70.0       594.7       509.0  
Average core deposits
    251.9       241.1       66.7       58.0                   318.6       299.1  
   
(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. In general, Community Banking has excess liabilities and receives interest credits for the funding it provides to other segments.
(2)   The Consolidated Company balance includes unallocated goodwill held at the enterprise level of $5.8 billion for all periods presented.

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18.   CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
Following are the condensed consolidating financial statements of the Parent and Wells Fargo Financial, Inc. and its wholly-owned subsidiaries (WFFI). The Wells Fargo Financial business segment for management reporting (see Note 17 in this Report) consists of WFFI and other affiliated finance entities managed by WFFI that are included within other consolidating subsidiaries in the following tables.
Condensed Consolidating Statement of Income
                                         
   
    Quarter ended September 30, 2008  
                    Other                
                    consolidating             Consolidated  
(in millions)   Parent     WFFI     subsidiaries     Eliminations     Company  
 

Dividends from subsidiaries:

                                       
Bank
  $ 501     $     $     $ (501 )   $  
Nonbank
                             
Interest income from loans
          1,312       5,590       (14 )     6,888  
Interest income from subsidiaries
    716                   (716 )      
Other interest income
    69       26       1,823       (32 )     1,886  
 
                             
Total interest income
    1,286       1,338       7,413       (1,263 )     8,774  
 
                             

Deposits

                1,128       (109 )     1,019  
Short-term borrowings
    141       58       542       (249 )     492  
Long-term debt
    686       443       157       (404 )     882  
 
                             
Total interest expense
    827       501       1,827       (762 )     2,393  
 
                             

NET INTEREST INCOME

    459       837       5,586       (501 )     6,381  
Provision for credit losses
          648       1,847             2,495  
 
                             
Net interest income after provision for credit losses
    459       189       3,739       (501 )     3,886  
 
                             

NONINTEREST INCOME

                                       
Fee income – nonaffiliates
          109       2,621             2,730  
Other
    (42 )     39       1,699       (428 )     1,268  
 
                             
Total noninterest income
    (42 )     148       4,320       (428 )     3,998  
 
                             

NONINTEREST EXPENSE

                                       
Salaries and benefits
    (82 )     151       3,050             3,119  
Other
    46       286       2,494       (428 )     2,398  
 
                             
Total noninterest expense
    (36 )     437       5,544       (428 )     5,517  
 
                             

INCOME (LOSS) BEFORE INCOME TAX
EXPENSE (BENEFIT) AND EQUITY
IN UNDISTRIBUTED INCOME OF
SUBSIDIARIES

    453       (100 )     2,515       (501 )     2,367  
Income tax expense (benefit)
    (49 )     (31 )     810             730  
Equity in undistributed income of subsidiaries
    1,135                   (1,135 )      
 
                             

NET INCOME (LOSS)

  $ 1,637     $ (69 )   $ 1,705     $ (1,636 )   $ 1,637  
 
                             
   

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Condensed Consolidating Statement of Income
                                         
   
    Quarter ended September 30, 2007  
                    Other                
                    consolidating             Consolidated  
(in millions)   Parent     WFFI     subsidiaries     Eliminations     Company  
 

Dividends from subsidiaries:

                                       
Bank
  $ 418     $     $     $ (418 )   $  
Nonbank
    18                   (18 )      
Interest income from loans
          1,431       6,058       (12 )     7,477  
Interest income from subsidiaries
    1,002                   (1,002 )      
Other interest income
    38       29       1,681       (2 )     1,746  
 
                             
Total interest income
    1,476       1,460       7,739       (1,452 )     9,223  
 
                             

Deposits

                2,397       (179 )     2,218  
Short-term borrowings
    152       120       531       (339 )     464  
Long-term debt
    1,007       491       261       (498 )     1,261  
 
                             
Total interest expense
    1,159       611       3,189       (1,016 )     3,943  
 
                             

NET INTEREST INCOME

    317       849       4,550       (436 )     5,280  
Provision for credit losses
          250       642             892  
 
                             
Net interest income after provision for credit losses
    317       599       3,908       (436 )     4,388  
 
                             

NONINTEREST INCOME

                                       
Fee income – nonaffiliates
          105       2,636             2,741  
Other
    (7 )     31       2,917       (1,109 )     1,832  
 
                             
Total noninterest income
    (7 )     136       5,553       (1,109 )     4,573  
 
                             

NONINTEREST EXPENSE

                                       
Salaries and benefits
    (9 )     293       2,969             3,253  
Other
    189       263       3,075       (1,109 )     2,418  
 
                             
Total noninterest expense
    180       556       6,044       (1,109 )     5,671  
 
                             

INCOME BEFORE INCOME TAX
EXPENSE (BENEFIT) AND EQUITY
IN UNDISTRIBUTED INCOME OF
SUBSIDIARIES

    130       179       3,417       (436 )     3,290  
Income tax expense (benefit)
    (158 )     55       1,220             1,117  
Equity in undistributed income of subsidiaries
    1,885                   (1,885 )      
 
                             

NET INCOME

  $ 2,173     $ 124     $ 2,197     $ (2,321 )   $ 2,173  
 
                             
   

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Condensed Consolidating Statement of Income
                                         
   
    Nine months ended September 30, 2008  
                    Other                
                    consolidating             Consolidated  
(in millions)   Parent     WFFI     subsidiaries     Eliminations     Company  
 

Dividends from subsidiaries:

                                       
Bank
  $ 1,656     $     $     $ (1,656 )   $  
Nonbank
    11                   (11 )      
Interest income from loans
    2       4,058       16,894       (48 )     20,906  
Interest income from subsidiaries
    2,286                   (2,286 )      
Other interest income
    163       81       5,141       (121 )     5,264  
 
                             
Total interest income
    4,118       4,139       22,035       (4,122 )     26,170  
 
                             

Deposits

                4,055       (379 )     3,676  
Short-term borrowings
    397       197       1,475       (795 )     1,274  
Long-term debt
    2,201       1,402       479       (1,281 )     2,801  
 
                             
Total interest expense
    2,598       1,599       6,009       (2,455 )     7,751  
 
                             

NET INTEREST INCOME

    1,520       2,540       16,026       (1,667 )     18,419  
Provision for credit losses
          1,628       5,907             7,535  
 
                             
Net interest income after provision for credit losses
    1,520       912       10,119       (1,667 )     10,884  
 
                             

NONINTEREST INCOME

                                       
Fee income – nonaffiliates
          329       7,630             7,959  
Other
    325       139       6,903       (1,344 )     6,023  
 
                             
Total noninterest income
    325       468       14,533       (1,344 )     13,982  
 
                             

NONINTEREST EXPENSE

                                       
Salaries and benefits
    (167 )     635       9,295             9,763  
Other
    (14 )     839       7,595       (1,344 )     7,076  
 
                             
Total noninterest expense
    (181 )     1,474       16,890       (1,344 )     16,839  
 
                             

INCOME (LOSS) BEFORE INCOME TAX
EXPENSE (BENEFIT) AND EQUITY IN
UNDISTRIBUTED INCOME OF
SUBSIDIARIES

    2,026       (94 )     7,762       (1,667 )     8,027  
Income tax expense (benefit)
    47       (19 )     2,610             2,638  
Equity in undistributed income of subsidiaries
    3,410                   (3,410 )      
 
                             

NET INCOME (LOSS)

  $ 5,389     $ (75 )   $ 5,152     $ (5,077 )   $ 5,389  
 
                             
   

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Condensed Consolidating Statement of Income
                                         
   
    Nine months ended September 30, 2007  
                    Other                
                    consolidating             Consolidated  
(in millions)   Parent     WFFI     subsidiaries     Eliminations     Company  
 

Dividends from subsidiaries:

                                       
Bank
  $ 3,684     $     $     $ (3,684 )   $  
Nonbank
    22                   (22 )      
Interest income from loans
          4,226       17,149       (34 )     21,341  
Interest income from subsidiaries
    2,723                   (2,723 )      
Other interest income
    105       81       4,413       (5 )     4,594  
 
                             
Total interest income
    6,534       4,307       21,562       (6,468 )     25,935  
 
                             

Deposits

                6,488       (472 )     6,016  
Short-term borrowings
    291       346       1,183       (955 )     865  
Long-term debt
    2,826       1,405       672       (1,335 )     3,568  
 
                             
Total interest expense
    3,117       1,751       8,343       (2,762 )     10,449  
 
                             

NET INTEREST INCOME

    3,417       2,556       13,219       (3,706 )     15,486  
Provision for credit losses
          448       1,879             2,327  
 
                             
Net interest income after provision for credit losses
    3,417       2,108       11,340       (3,706 )     13,159  
 
                             

NONINTEREST INCOME

                                       
Fee income – nonaffiliates
          276       7,596             7,872  
Other
    120       108       6,732       (1,133 )     5,827  
 
                             
Total noninterest income
    120       384       14,328       (1,133 )     13,699  
 
                             

NONINTEREST EXPENSE

                                       
Salaries and benefits
    49       918       8,948             9,915  
Other
    247       828       7,067       (1,133 )     7,009  
 
                             
Total noninterest expense
    296       1,746       16,015       (1,133 )     16,924  
 
                             

INCOME BEFORE INCOME TAX EXPENSE
(BENEFIT) AND EQUITY
IN UNDISTRIBUTED INCOME OF
SUBSIDIARIES

    3,241       746       9,653       (3,706 )     9,934  
Income tax expense (benefit)
    (201 )     267       3,172             3,238  
Equity in undistributed income of subsidiaries
    3,254                   (3,254 )      
 
                             

NET INCOME

  $ 6,696     $ 479     $ 6,481     $ (6,960 )   $ 6,696  
 
                             
   

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Condensed Consolidating Balance Sheet
                                         
   
    September 30, 2008  
                    Other                
                    consolidating             Consolidated  
(in millions)   Parent     WFFI     subsidiaries     Eliminations     Company  
   

ASSETS

                                       
Cash and cash equivalents due from:
                                       
Subsidiary banks
  $ 19,658     $ 245     $     $ (19,903 )   $  
Nonaffiliates
          168       20,786             20,954  
Securities available for sale
    2,290       2,064       82,535       (7 )     86,882  
Mortgages and loans held for sale
                19,374             19,374  

Loans

    19       48,229       371,076       (8,275 )     411,049  
Loans to subsidiaries:
                                       
Bank
    11,400                   (11,400 )      
Nonbank
    52,947                   (52,947 )      
Allowance for loan losses
          (1,539 )     (6,326 )           (7,865 )
 
                             
Net loans
    64,366       46,690       364,750       (72,622 )     403,184  
 
                             
Investments in subsidiaries:
                                       
Bank
    50,870                   (50,870 )      
Nonbank
    5,066                   (5,066 )      
Other assets
    11,017       1,504       84,582       (5,136 )     91,967  
 
                             

Total assets

  $ 153,267     $ 50,671     $ 572,027     $ (153,604 )   $ 622,361  
 
                             

LIABILITIES AND STOCKHOLDERS’ EQUITY

                                       
Deposits
  $     $     $ 366,884     $ (13,310 )   $ 353,574  
Short-term borrowings
    11,942       12,691       98,359       (37,805 )     85,187  
Accrued expenses and other liabilities
    5,789       1,279       26,471       (4,246 )     29,293  
Long-term debt
    78,720       34,133       27,108       (32,611 )     107,350  
Indebtedness to subsidiaries
    9,859                   (9,859 )      
 
                             
Total liabilities
    106,310       48,103       518,822       (97,831 )     575,404  
Stockholders’ equity
    46,957       2,568       53,205       (55,773 )     46,957  
 
                             

Total liabilities and stockholders’ equity

  $ 153,267     $ 50,671     $ 572,027     $ (153,604 )   $ 622,361  
 
                             
   

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Condensed Consolidating Balance Sheet
                                         
   
    September 30, 2007  
                    Other                
                    consolidating             Consolidated  
(in millions)   Parent     WFFI     subsidiaries     Eliminations     Company  
   

ASSETS

                                       
Cash and cash equivalents due from:
                                       
Subsidiary banks
  $ 8,358     $ 194     $     $ (8,552 )   $  
Nonaffiliates
          284       16,462             16,746  
Securities available for sale
    2,531       2,076       52,839       (6 )     57,440  
Mortgages and loans held for sale
                30,710             30,710  

Loans

          50,405       320,896       (8,379 )     362,922  
Loans to subsidiaries:
                                       
Bank
    11,400                   (11,400 )      
Nonbank
    51,253                   (51,253 )      
Allowance for loan losses
          (846 )     (2,983 )           (3,829 )
 
                             
Net loans
    62,653       49,559       317,913       (71,032 )     359,093  
 
                             
Investments in subsidiaries:
                                       
Bank
    47,165                   (47,165 )      
Nonbank
    5,775                   (5,775 )      
Other assets
    7,201       1,724       79,149       (3,336 )     84,738  
 
                             

Total assets

  $ 133,683     $ 53,837     $ 497,073     $ (135,866 )   $ 548,727  
 
                             

LIABILITIES AND STOCKHOLDERS’ EQUITY

                                       
Deposits
  $     $     $ 343,508     $ (8,552 )   $ 334,956  
Short-term borrowings
    33       8,660       58,185       (25,149 )     41,729  
Accrued expenses and other liabilities
    5,300       1,470       25,472       (3,358 )     28,884  
Long-term debt
    72,025       40,424       20,406       (37,263 )     95,592  
Indebtedness to subsidiaries
    8,759                   (8,759 )      
 
                             
Total liabilities
    86,117       50,554       447,571       (83,081 )     501,161  
Stockholders’ equity
    47,566       3,283       49,502       (52,785 )     47,566  
 
                             

Total liabilities and stockholders’ equity

  $ 133,683     $ 53,837     $ 497,073     $ (135,866 )   $ 548,727  
 
                             
   

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Condensed Consolidating Statement of Cash Flows
                                 
   
    Nine months ended September 30, 2008  
                    Other        
                    consolidating        
                    subsidiaries/     Consolidated  
(in millions)   Parent     WFFI     eliminations     Company  
   

Cash flows from operating activities:

                               
Net cash provided by operating activities
  $ 160     $ 1,419     $ 10,572     $ 12,151  
 
                       

Cash flows from investing activities:

                               
Securities available for sale:
                               
Sales proceeds
    2,511       710       36,477       39,698  
Prepayments and maturities
          247       15,632       15,879  
Purchases
    (2,770 )     (1,013 )     (70,598 )     (74,381 )
Loans:
                               
Increase in banking subsidiaries’ loan originations, net of collections
          (1,177 )     (30,829 )     (32,006 )
Proceeds from sales (including participations) of loans originated for investment by banking subsidiaries
                1,843       1,843  
Purchases (including participations) of loans by banking subsidiaries
                (4,329 )     (4,329 )
Principal collected on nonbank entities’ loans
          11,614       3,848       15,462  
Loans originated by nonbank entities
          (11,085 )     (2,795 )     (13,880 )
Net repayments from (advances to) subsidiaries
    (5,146 )           5,146        
Capital notes and term loans made to subsidiaries
    (708 )           708        
Principal collected on notes/loans made to subsidiaries
    6,179             (6,179 )      
Net decrease (increase) in investment in subsidiaries
    (450 )           450        
Net cash paid for acquisitions
    (427 )           (163 )     (590 )
Other, net
    430       11       (5,697 )     (5,256 )
 
                       
Net cash used by investing activities
    (381 )     (693 )     (56,486 )     (57,560 )
 
                       

Cash flows from financing activities:

                               
Net change in:
                               
Deposits
                7,370       7,370  
Short-term borrowings
    8,006       5,360       18,432       31,798  
Long-term debt:
                               
Proceeds from issuance
    13,529       1,113       8,109       22,751  
Repayment
    (13,678 )     (7,269 )     5,508       (15,439 )
Common stock:
                               
Proceeds from issuance
    1,269                   1,269  
Repurchased
    (1,162 )                 (1,162 )
Cash dividends paid
    (3,178 )                 (3,178 )
Excess tax benefits related to stock option payments
    104                   104  
 
                       
Net cash provided (used) by financing activities
    4,890       (796 )     39,419       43,513  
 
                       

Net change in cash and due from banks

    4,669       (70 )     (6,495 )     (1,896 )

Cash and due from banks at beginning of period

    14,989       483       (715 )     14,757  
 
                       

Cash and due from banks at end of period

  $ 19,658     $ 413     $ (7,210 )   $ 12,861  
 
                       
   

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Condensed Consolidating Statement of Cash Flows
                                 
   
    Nine months ended September 30, 2007  
                    Other        
                    consolidating        
                    subsidiaries/     Consolidated  
(in millions)   Parent     WFFI     eliminations     Company  
   

Cash flows from operating activities:

                               
Net cash provided (used) by operating activities
  $ 2,970     $ 1,133     $ (3,251 )   $ 852  
 
                       

Cash flows from investing activities:

                               
Securities available for sale:
                               
Sales proceeds
    1,836       400       35,061       37,297  
Prepayments and maturities
          266       6,602       6,868  
Purchases
    (2,800 )     (998 )     (50,394 )     (54,192 )
Loans:
                               
Increase in banking subsidiaries’ loan originations, net of collections
          (1,849 )     (32,171 )     (34,020 )
Proceeds from sales (including participations) of loans originated for investment by banking subsidiaries
                2,611       2,611  
Purchases (including participations) of loans by banking subsidiaries
                (7,543 )     (7,543 )
Principal collected on nonbank entities’ loans
          14,512       1,949       16,461  
Loans originated by nonbank entities
          (15,960 )     (3,230 )     (19,190 )
Net repayments from (advances to) subsidiaries
    (9,143 )           9,143        
Capital notes and term loans made to subsidiaries
    (8,608 )           8,608        
Principal collected on notes/loans made to subsidiaries
    6,512             (6,512 )      
Net decrease (increase) in investment in subsidiaries
    (1,138 )           1,138        
Net cash paid for acquisitions
                (2,862 )     (2,862 )
Other, net
          (706 )     (1,279 )     (1,985 )
 
                       
Net cash used by investing activities
    (13,341 )     (4,335 )     (38,879 )     (56,555 )
 
                       

Cash flows from financing activities:

                               
Net change in:
                               
Deposits
                22,954       22,954  
Short-term borrowings
    2,924       2,112       23,724       28,760  
Long-term debt:
                               
Proceeds from issuance
    18,254       9,435       (5,120 )     22,569  
Repayment
    (10,688 )     (8,347 )     4,189       (14,846 )
Common stock:
                               
Proceeds from issuance
    1,531                   1,531  
Repurchased
    (4,765 )                 (4,765 )
Cash dividends paid
    (2,919 )                 (2,919 )
Excess tax benefits related to stock option payments
    185                   185  
Other, net
    (2 )     10       (602 )     (594 )
 
                       
Net cash provided by financing activities
    4,520       3,210       45,145       52,875  
 
                       

Net change in cash and due from banks

    (5,851 )     8       3,015       (2,828 )

Cash and due from banks at beginning of period

    14,209       470       349       15,028  
 
                       

Cash and due from banks at end of period

  $ 8,358     $ 478     $ 3,364     $ 12,200  
 
                       
   

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19. 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.
We do not consolidate our wholly-owned trusts (the Trusts) formed solely to issue trust preferred securities. At September 30, 2008, the amount of trust preferred securities and perpetual preferred purchase securities issued by the Trusts that was includable in Tier 1 and Tier 2 capital in accordance with FRB risk-based capital guidelines was approximately $11.2 billion and $20 million, respectively. 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 September 30, 2008:

                                                                                               
Total capital (to risk-weighted assets)
                                                                                               
Wells Fargo & Company
          $ 60.5               11.51 %     ³     $ 42.1       ³       8.00 %                                
Wells Fargo Bank, N.A.
            47.9               11.11       ³       34.5       ³       8.00       ³     $ 43.1       ³       10.00 %

Tier 1 capital (to risk-weighted assets)

                                                                                               
Wells Fargo & Company
          $ 45.2               8.59 %     ³     $ 21.0       ³       4.00 %                                
Wells Fargo Bank, N.A.
            33.5               7.77       ³       17.2       ³       4.00       ³     $ 25.9       ³       6.00 %

Tier 1 capital (to average assets)
  (Leverage ratio)

                                                                                               
Wells Fargo & Company
          $ 45.2               7.54 %     ³     $ 24.0       ³       4.00 %(1)                                
Wells Fargo Bank, N.A.
            33.5               6.77       ³       19.8       ³       4.00 (1)     ³     $ 24.7       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.
As an approved seller/servicer, Wells Fargo Bank, N.A., through its mortgage banking division, is required to maintain minimum levels of shareholders’ equity, as specified by various agencies, including the United States Department of Housing and Urban Development, Government National Mortgage Association, Federal Home Loan Mortgage Corporation and Federal National Mortgage Association. At September 30, 2008, Wells Fargo Bank, N.A. met these requirements.

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PART II – OTHER INFORMATION
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 September 30, 2008.
                           
     
                      Maximum number of  
      Total number             shares that may yet  
Calendar     of shares     Weighted-average     be repurchased under  
month     repurchased  (1)   price paid per share     the authorizations  

July

      6,438,328     $ 28.09       17,931,365  

August

      4,862,084       30.74       13,069,281  

September

      8,885,308       35.12       29,183,973  
 
                       
Total
      20,185,720                  
 
                       
     
(1)   All shares were repurchased under two authorizations covering up to 75 million and 25 million shares of common stock approved by the Board of Directors and publicly announced by the Company on November 7, 2007, and September 23, 2008, respectively. Unless modified or revoked by the Board, these authorizations do not expire.
As discussed under “Capital Management” in this Report, prior to October 28, 2011, unless we have redeemed the preferred securities issued to the Treasury Department or the Treasury Department has transferred the preferred securities to a third party, the consent of the Treasury Department will be required for us to increase our common stock dividend.

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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: October 30, 2008   WELLS FARGO & COMPANY
 
       
 
  By:   /s/ RICHARD D. LEVY
 
       
 
      Richard D. Levy
Executive Vice President and Controller
(Principal Accounting Officer)

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EXHIBIT INDEX
         
Exhibit        
Number   Description   Location
 
       
2.1
  Agreement and Plan of Merger, dated as of October 3, 2008, by and between Wells Fargo & Company and Wachovia Corporation.   Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed October 9, 2008.
 
       
2.2
  Share Exchange Agreement, dated as of October 3, 2008, by and between Wells Fargo & Company and Wachovia Corporation.   Incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed October 9, 2008.
 
       
3(a)
  Restated Certificate of Incorporation.   Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed September 28, 2006.
 
       
3(b)
  Certificate of Designations for the Company’s 2007 ESOP Cumulative Convertible Preferred Stock.   Incorporated by reference to Exhibit 3(a) to the Company’s Current Report on Form 8-K filed March 19, 2007.
 
       
3(c)
  Certificate Eliminating the Certificate of Designations for the Company’s 1997 ESOP Cumulative Convertible Preferred Stock.   Incorporated by reference to Exhibit 3(b) to the Company’s Current Report on Form 8-K filed March 19, 2007.
 
       
3(d)
  Certificate of Designations for the Company’s 2008 ESOP Cumulative Convertible Preferred Stock.   Incorporated by reference to Exhibit 3(a) to the Company’s Current Report on Form 8-K filed March 18, 2008.
 
       
3(e)
  Certificate Eliminating the Certificate of Designations for the Company’s 1998 ESOP Cumulative Convertible Preferred Stock.   Incorporated by reference to Exhibit 3(b) to the Company’s Current Report on Form 8-K filed March 18, 2008.
 
       
3(f)
  Certificate of Designations for the Company’s Non-Cumulative Perpetual Preferred Stock, Series A.   Incorporated by reference to Exhibit 4.8 to the Company’s Current Report on Form 8-K filed May 19, 2008.
 
       
3(g)
  Certificate of Designations for the Company’s Non-Cumulative Perpetual Preferred Stock, Series B.   Incorporated by reference to Exhibit 4.8 to the Company’s Current Report on Form 8-K filed September 10, 2008.
 
       
3(h)
  By-Laws.   Incorporated by reference to Exhibit 3 to the Company’s Current Report on Form 8-K filed September 29, 2008.
 
       
4(a)
  See Exhibits 3(a) through 3(h).    
 
       
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)
  Amendments to Directors Stock Compensation and Deferral Plan, effective September 23, 2008.   Filed herewith.
 
       
12
  Computation of Ratios of Earnings to Fixed Charges:   Filed herewith.
                                 
   
    Quarter ended     Nine months ended  
    September 30 ,   September 30 ,
    2008     2007     2008     2007  
   

Including interest on deposits

    1.97       1.82       2.01       1.94  

Excluding interest on deposits

    2.65       2.85       2.89       3.16  
   

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Exhibit        
Number   Description   Location
 
       
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.

86

Exhibit 10(a)
Amendments to Directors Stock Compensation and Deferral Plan
Effective September 23, 2008, the Wells Fargo & Company Directors Stock Compensation and Deferral Plan is amended as follows:
  1.   Article I (Purpose, History and Effective Dates): A new Section D is added to read as follows:
  D.   Discontinuation of Stock Option and Formula Stock Award Programs and Expansion of Deferral Program.
 
      Pursuant to action taken by the Committee on September 23, 2008, no future awards may be granted under the stock option and formula stock award programs described in Articles IV and V of the Plan other than reload stock options granted in accordance with Section B.3 of Article IV. Also effective September 23, 2008, the Committee amended the Plan to authorize the deferral of Common Stock awards to Non-Employee Directors granted under the Company’s Long-Term Incentive Compensation Plan. Consistent with Section C above, the Committee does not intend for such amendment to modify, and such amendment shall not modify, Deferral Account balances attributable to amounts earned and vested prior to January 1, 2005.
  2.   Article II (Definitions): A new term “LTICP Stock Award” is added, and the existing terms “Deferral Election,” “Deferred Stock Account,” “Effective Date” and “Eligible Compensation” are revised to read as follows:
     
LTICP Stock Award
  Any award of Common Stock granted to a Non-Employee Director under the Company’s Long-Term Incentive Compensation Plan the delivery of which may be deferred by the Non-Employee Director in accordance with the terms of such award.
 
   
Deferral Election
  An irrevocable election by a Non-Employee Director to defer receipt of Eligible Compensation. Separate Deferral Elections shall be required for the deferral of Formula Stock Awards or LTICP Stock Awards and the deferral of any other Eligible Compensation. Deferral Elections applicable to Eligible Compensation for a Deferral Year shall not

 


 

     
 
  apply to Eligible Compensation for any other Deferral Year.
 
   
Deferred Stock Account
  A sub-account of a Deferral Account created for a Deferral Year (i) to which the Deferral Participant may allocate all or a portion of that Deferral Year’s deferred Cash Compensation and any other Eligible Compensation that the Board deems allocable to this subaccount, and (ii) to which the Plan automatically allocates all of that Deferral Year’s deferred Formula Stock Award or deferred LTICP Stock Award. The sub-account to which any deferred Retirement Conversion Amounts was credited under a Prior Plan also is a Deferred Stock Account.
 
   
Effective Date
  April 22, 2003, which was the date that the Plan was approved by the Company’s stockholders.
 
   
Eligible Compensation
  Eligible compensation includes Cash Compensation, Formula Stock Awards, LTICP Stock Awards, Retirement Conversion Amounts and any other compensation that, prior to the beginning of a Deferral Year, the Board has designated as Eligible Compensation for that Deferral Year.
  3.   Article VI (Deferral Program): Sections B.1., B.3.a., B.3.b., and C.2. are amended to read as follows:
  B.1.   Content . A Deferral Election shall indicate i) the amount of Eligible Compensation for the Deferral Year to be deferred, ii) the allocation of deferred Cash Compensation (and any other Eligible Compensation that the Board deems allocable) between the Deferred Cash Account and the Deferred Stock Account, iii) when distribution of the deferred amounts will commence, and iv) the form of distribution. Separate Deferral Elections shall be required for the deferral of Formula Stock Awards or LTICP Stock Awards and the deferral of other Eligible Compensation.
 
  B.3.a.   If the Deferral Election is filed before the individual becomes a Non-Employee Director, the Deferral Election shall apply to all Eligible Compensation earned after the Deferral Election is filed and during the Deferral Year in which the Deferral Election is

 


 

      filed, including Cash Compensation, Formula Stock Awards and LTICP Stock Awards.
 
  B.3.b.   If the Deferral Election is filed after the individual first becomes a Non-Employee Director but not more than thirty days after that event, the Deferral Election shall apply only to Cash Compensation earned in calendar quarters during the Deferral Year in which the Deferral Election is filed that begin after the calendar quarter in which the Deferral Election is filed. (For example, if an individual who becomes a new Non-Employee Director on May 22nd files a Deferral Election on June 17th, that Deferral Election will apply only to Cash Compensation for service from July 1st through December 31st of the year in which the Deferral Election is filed. It will not apply to any Formula Stock Award or LTICP Stock Award earned for that year.) Any Deferral Election subject to this subparagraph b that is filed later than September 30th of the year of filing will have no effect.
 
  C.2.   Cash/Stock Election . A Deferral Participant must elect, at the time of his or her Deferral Election, to allocate deferred Cash Compensation (and any other Eligible Compensation that the Board deems allocable) between the Deferred Cash Account and the Deferred Stock Account for the Deferral Year. Formula Stock Awards and LTICP Stock Awards will be credited only to the Deferred Stock Account for the Deferral Year. Retirement Conversion Amounts were required under the Prior Plan to be credited to a Deferred Stock Account. Any Eligible Compensation other than Cash Compensation, Formula Stock Awards, LTICP Stock Awards and Retirement Conversion Amounts that the Board does not deem allocable shall be credited as provided by the Board.

 

EXHIBIT 12
WELLS FARGO & COMPANY AND SUBSIDIARIES
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
 
                                 
    Quarter     Nine months  
    ended September 30   ended September 30
(in millions)   2008     2007     2008     2007  
 
 
                               
Earnings including interest on deposits (1):
                               
Income before income tax expense
  $ 2,367     $ 3,290     $ 8,027     $ 9,934  
Fixed charges
    2,451       3,999       7,929       10,615  
 
                       
 
  $ 4,818     $ 7,289     $ 15,956     $ 20,549  
 
                       
 
                               
Fixed charges (1):
                               
Interest expense
  $ 2,393     $ 3,943     $ 7,751     $ 10,449  
Estimated interest component of net rental expense
    58       56       178       166  
 
                       
 
  $ 2,451     $ 3,999     $ 7,929     $ 10,615  
 
                       
 
                               
Ratio of earnings to fixed charges (2)
    1.97       1.82       2.01       1.94  
 
                       
 
                               
Earnings excluding interest on deposits:
                               
Income before income tax expense
  $ 2,367     $ 3,290     $ 8,027     $ 9,934  
Fixed charges
    1,432       1,781       4,253       4,599  
 
                       
 
  $ 3,799     $ 5,071     $ 12,280     $ 14,533  
 
                       
 
                               
Fixed charges:
                               
Interest expense
  $ 2,393     $ 3,943     $ 7,751     $ 10,449  
Less interest on deposits
    1,019       2,218       3,676       6,016  
Estimated interest component of net rental expense
    58       56       178       166  
 
                       
 
  $ 1,432     $ 1,781     $ 4,253     $ 4,599  
 
                       
 
                               
Ratio of earnings to fixed charges (2)
    2.65       2.85       2.89       3.16  
 
                       
 
                               
 
(1)   As defined in Item 503(d) of Regulation S-K.
 
(2)   These computations are included herein in compliance with Securities and Exchange Commission regulations. However, management believes that fixed charge ratios are not meaningful measures for the business of the Company because of two factors. First, even if there was no change in net income, the ratios would decline with an increase in the proportion of income which is tax-exempt or, conversely, they would increase with a decrease in the proportion of income which is tax-exempt. Second, even if there was no change in net income, the ratios would decline if interest income and interest expense increase by the same amount due to an increase in the level of interest rates or, conversely, they would increase if interest income and interest expense decrease by the same amount due to a decrease in the level of interest rates.

Exhibit 31(a)


CERTIFICATION
I, John G. Stumpf, certify that:
  1.   I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008, of Wells Fargo & Company;
 
  2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
  3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
  4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
  (a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
  (b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
  (c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
  (d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
  5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
  (a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
  (b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: October 30, 2008
         
     
  /s/ JOHN G. STUMPF    
  John G. Stumpf   
  President and Chief Executive Officer   

 

         
Exhibit 31(b)


CERTIFICATION
I, Howard I. Atkins, certify that:
  1.   I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008, of Wells Fargo & Company;
 
  2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
  3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
  4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
  (a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
  (b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
  (c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
  (d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
  5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
  (a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
  (b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: October 30, 2008
         
     
  /s/ HOWARD I. ATKINS    
  Howard I. Atkins   
  Senior Executive Vice President and Chief Financial Officer   

 

         
Exhibit 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
     I, John G. Stumpf, President and Chief Executive Officer of Wells Fargo & Company (the “Company”), certify that:
  (1)   The Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008, (the “Report”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
  (2)   the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
         
     
  /s/ JOHN G. STUMPF    
  John G. Stumpf 
President and Chief Executive Officer
Wells Fargo & Company 
October 30, 2008
 
 
     A signed original of this written statement required by Section 906 has been provided to Wells Fargo & Company and will be retained by Wells Fargo & Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

Exhibit 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
     I, Howard I. Atkins, Senior Executive Vice President and Chief Financial Officer of Wells Fargo & Company (the “Company”), certify that:
  (1)   The Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008, (the “Report”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
  (2)   the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
         
     
  /s/ HOWARD I. ATKINS    
  Howard I. Atkins 
Senior Executive Vice President and
Chief Financial Officer
Wells Fargo & Company
October 30, 2008
 
 
     A signed original of this written statement required by Section 906 has been provided to Wells Fargo & Company and will be retained by Wells Fargo & Company and furnished to the Securities and Exchange Commission or its staff upon request.