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 March 31, 2010

Commission file number 001-2979

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

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

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

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

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

Yes þ		No ¨

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

Yes þ		No ¨

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 ¨
Non-accelerated filer		¨ (Do not check if a smaller reporting company)		Smaller reporting company ¨

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

Yes ¨		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
		April 30, 2010
Common stock, $1-2/3 par value			5,210,152,080

FORM 10-Q
CROSS-REFERENCE INDEX

PART I		Financial Information
Item 1.		Financial Statements		Page
		Consolidated Statement of Income			54
		Consolidated Balance Sheet			55
		Consolidated Statement of Changes in Equity and Comprehensive Income			56
		Consolidated Statement of Cash Flows			58
		Notes to Financial Statements
		1 - Summary of Significant Accounting Policies			59
		2 - Business Combinations			62
		3 - Federal Funds Sold, Securities Purchased under Resale Agreements and Other Short-Term Investments			62
		4 - Securities Available for Sale			63
		5 - Loans and Allowance for Credit Losses			72
		6 - Other Assets			76
		7 - Securitizations and Variable Interest Entities			77
		8 - Mortgage Banking Activities			89
		9 - Intangible Assets			91
		10 - Guarantees and Legal Actions			93
		11 - Derivatives			97
		12 - Fair Values of Assets and Liabilities			105
		13 - Preferred Stock			117
		14 - Employee Benefits			119
		15 - Earnings Per Common Share			119
		16 - Operating Segments			120
		17 - Condensed Consolidating Financial Statements			123
		18 - Regulatory and Agency Capital Requirements			129
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations (Financial Review)
		Summary Financial Data			2
		Overview			3
		Earnings Performance			5
		Balance Sheet Analysis			13
		Off-Balance Sheet Arrangements			17
		Risk Management			21
		Capital Management			45
		Critical Accounting Policies			48
		Current Accounting Developments			49
		Forward-Looking Statements			50
		Risk Factors			52
		Glossary of Acronyms			130
Item 3.		Quantitative and Qualitative Disclosures About Market Risk			42
Item 4.		Controls and Procedures			53
PART II		Other Information
Item 1.		Legal Proceedings			132
Item 1A.		Risk Factors			132
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds			132
Item 6.		Exhibits			132
Signature					132
Exhibit Index					133
EX-3.A
EX-3.B
EX-12.A
EX-12.B
EX-31.A
EX-31.B
EX-32.A
EX-32.B
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

PART I – FINANCIAL INFORMATION

FINANCIAL REVIEW

SUMMARY FINANCIAL DATA

														% Change
		Quarter ended												Mar. 31, 2010 from
		Mar. 31		,		Dec. 31		,		Mar. 31		,		Dec. 31		,		Mar. 31		,
($ in millions, except per share amounts)		2010				2009				2009				2009				2009
For the Quarter
Wells Fargo net income		$	2,547				2,823				3,045				(10	)%			(16	)
Wells Fargo net income applicable to common stock			2,372				394				2,384				502				(1	)
Diluted earnings per common share			0.45				0.08				0.56				463				(20	)
Profitability ratios (annualized):
Wells Fargo net income to average assets (ROA)			0.84	%			0.90				0.96				(7	)			(13	)
Wells Fargo net income applicable to common stock to average Wells Fargo common stockholders’ equity (ROE)			8.96				1.66				14.49				440				(38	)
Efficiency ratio (1)			56.5				56.5				56.2				—				1
Total revenue		$	21,448				22,696				21,017				(5	)			2
Pre-tax pre-provision profit (PTPP) (2)			9,331				9,875				9,199				(6	)			1
Dividends declared per common share			0.05				0.05				0.34				—				(85	)
Average common shares outstanding			5,190.4				4,764.8				4,247.4				9				22
Diluted average common shares outstanding			5,225.2				4,796.1				4,249.3				9				23
Average loans		$	797,389				792,440				855,591				1				(7	)
Average assets			1,226,120				1,239,456				1,289,716				(1	)			(5	)
Average core deposits (3)			759,169				770,750				753,928				(2	)			1
Average retail core deposits (4)			573,653				580,873				590,502				(1	)			(3	)
Net interest margin			4.27	%			4.31				4.16				(1	)			3
At Quarter End
Securities available for sale		$	162,487				172,710				178,468				(6	)			(9	)
Loans			781,430				782,770				843,579				—				(7	)
Allowance for loan losses			25,123				24,516				22,281				2				13
Goodwill			24,819				24,812				23,825				—				4
Assets			1,223,630				1,243,646				1,285,891				(2	)			(5	)
Core deposits (3)			756,050				780,737				756,183				(3	)			—
Wells Fargo stockholders’ equity			116,142				111,786				100,295				4				16
Total equity			118,154				114,359				107,057				3				10
Tier 1 capital (5)			98,329				93,795				88,977				5				11
Total capital (5)			137,600				134,397				131,820				2				4
Capital ratios:
Total equity to assets			9.66	%			9.20				8.33				5				16
Risk-based capital (5)
Tier 1 capital			9.93				9.25				8.30				7				20
Total capital			13.90				13.26				12.30				5				13
Tier 1 leverage (5)			8.34				7.87				7.09				6				18
Tier 1 common equity (6)			7.09				6.46				3.12				10				127
Book value per common share		$	20.76				20.03				16.28				4				28
Team members (active, full-time equivalent)			267,400				267,300				272,800				—				(2	)
Common stock price:
High		$	31.99				31.53				30.47				1				5
Low			26.37				25.00				7.80				5				238
Period end			31.12				26.99				14.24				15				119

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

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

FINANCIAL REVIEW

OVERVIEW

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

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

Our company earned $2.5 billion in first quarter 2010, or $0.45 diluted earnings per common share. This earnings performance is an example of how our business model is capable of producing solid results in different stages of the economic cycle. While loan demand remained soft in first quarter 2010, businesses as diverse as asset-based lending, debit card, insurance, merchant services, student lending and retirement services all showed solid revenue gains. Credit metrics in many portfolios — including loss rates and early loss indicators — performed better than our previous expectations for first quarter 2010. Based on results for the last few quarters and current loss projections, we believe that credit at Wells Fargo has turned the corner with provision expense having peaked in third quarter 2009 and net charge-offs having peaked in fourth quarter 2009.

Our cross-sell at legacy Wells Fargo set a record in first quarter 2010 with 6.0 Wells Fargo products for retail banking households. Our goal is eight products per customer, which is approximately half of our estimate of potential demand. One of every four of our legacy Wells Fargo retail banking households has eight or more products and our average middle-market commercial banking customer has almost eight products. Wachovia retail bank households had an average of 4.85 Wachovia products. We believe there

is potentially significant opportunity for growth as we increase the cross-sell to Wachovia retail bank households. For legacy Wells Fargo, our average middle-market commercial banking customer reached an average of 7.7 products and an average of 6.4 products for Wholesale Banking customers. Business banking cross-sell offers another potential opportunity for growth, with a record cross-sell of 3.79 products at legacy Wells Fargo.

Wells Fargo remained one of the largest providers of credit to the U.S. economy in first quarter 2010. We continued to lend to credit-worthy customers and, during first quarter 2010, made $128 billion in new loan commitments to consumer, small business and commercial customers, including $76 billion of residential mortgage originations. We are an industry leader in loan modifications for homeowners, with over half a million active and completed trial modifications between January 2009 and March 31, 2010, 144,932 Home Affordability Modification Program (HAMP) active trial and completed modifications, including 30,014 permanent HAMP modifications and nearly 380,000 proprietary trial and completed modifications. On March 17, 2010, we announced our participation in the government’s Second-Lien Modification Program under HAMP to help struggling homeowners with a reduction in their home equity loan payments.

As we have stated in the past, to consistently grow over the long term, successful companies must invest in their core businesses and maintain strong balance sheets. In first quarter 2010, we opened 11 retail banking stores for a retail network total of 6,590 stores. We converted Wachovia banking stores in Arizona, Illinois and Nevada in March 2010 and Wachovia’s credit card business and California banking store conversions took place in April 2010.

We continued taking actions to build capital and further strengthen our balance sheet, including reducing previously identified non-strategic and liquidating loan portfolios by $4.3 billion in first quarter 2010 and $23.2 billion cumulatively since the Wachovia acquisition. We reduced the value of our debt and equity investment portfolios through $197 million of other-than-temporary impairment (OTTI) write-downs in first quarter 2010. We significantly built capital in first quarter 2010 and in the last 18 months since announcing our merger with Wachovia, driven by record retained earnings and other sources of internal capital generation, as well as three common stock offerings totaling over $33 billion. Our capital ratios at March 31, 2010, were higher than they were prior to the Wachovia acquisition. Tier 1 common equity increased to $70.2 billion, 7.09% of risk-weighted assets. The Tier 1 capital ratio increased to 9.93% and Tier 1 leverage ratio increased to 8.34%. See the “Capital Management” section in this Report for more information regarding Tier 1 common equity.

We believe it is important to maintain a well controlled operating environment as we complete the integration of the Wachovia businesses and grow the combined company. 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 established ranges, while ensuring adequate liquidity and funding. We maintain strong capital levels to facilitate future growth.

We continued to see signs of stability in our credit portfolio, as credit losses were modestly lower on a linked-quarter basis. Credit losses in first quarter 2010 of $5.3 billion were down from $5.4 billion in fourth quarter 2009, even after $123 million of charge-offs recorded in first quarter 2010 upon adoption of new consolidation accounting guidance and $145 million due to newly issued regulatory guidance requiring us to charge-off certain collateral-dependent residential real estate loans that have been modified. The costs related to this charge had previously been reserved. Our credit picture has improved earlier than we had anticipated. In the consumer portfolio, lower early stage delinquencies, better delinquency roll rates, and improved values for residential real estate and autos were evident in the first

quarter. In the commercial portfolio (including commercial real estate) losses declined $356 million from fourth quarter 2009 and may indicate stabilization and an earlier-than-expected loss peak.

This improvement in credit quality can be partly attributed to actions we took as early as 2007, including significant investment in collections, loss mitigation and workout teams; a refined consumer credit policy that reduced maximum loan-to-value requirements and virtually eliminated stated income as an acceptable element of loan applications; and the establishment of a number of run-off/liquidating portfolios. These actions have produced high quality subsequent vintages, and allowed us to focus our loss remediation efforts in an efficient fashion.

Nonperforming assets (NPAs) continued to increase in first quarter 2010, although at a slower rate than in the past three quarters, with over $900 million of the increase related to assets brought on the balance sheet upon adoption of new consolidation accounting guidance. All of the first quarter 2010 increase came from consumer real estate loans and commercial real estate (CRE) loans. We expect NPAs to continue to increase gradually and peak before year end. The peak in NPAs should lag the credit loss peak, reflecting an environment where retaining these assets is our most viable economic option and the best way to help borrowers recover financially.

Our provision for credit losses in first quarter 2010 equaled net charge-offs. Our loan loss reserve increase from year end 2009 was fully attributable to assets brought on balance sheet due to the adoption of new consolidation accounting guidance. While losses remained elevated as expected, a more favorable economic outlook and improved credit statistics in several portfolios further increase our confidence that the credit cycle is turning, provided economic conditions do not deteriorate. In the commercial portfolios, we saw some signs that credit quality may be improving, as the pace of commercial and CRE nonaccrual growth slowed toward the end of 2009, in part reflecting our historically strong underwriting and the purchase accounting adjustments taken on the Wachovia portfolio at the time of the merger.

EARNINGS PERFORMANCE

Revenue in first quarter 2010 was $21.4 billion, up 2% from $21.0 billion in first quarter 2009, despite a 7% decline in average loans. Although average loans declined $58 billion from a year ago, revenue grew 2% over the same period, reflecting the diversity of our revenue sources. Revenue growth from first quarter 2009 was driven by 20% growth in trust and investment fees, 7% growth in insurance fees, 14% growth in processing and other fees, and an 11 basis point increase in the net interest margin. Mortgage banking revenues were flat from the prior year. Net interest income of $11.1 billion declined only 2% from a year ago despite the 7% decline in average loans.

There were four primary reasons why revenue increased from a year ago. First, the net interest margin was 4.27%, up 11 basis points from a year ago, largely due to substantial growth in core consumer and business checking and savings accounts. Second, we are already realizing revenue synergies from the Wachovia merger. Third, the breadth of our business model continued to contribute to our overall revenue as the decline in net interest income from a year ago was more than offset by higher fee income. Fourth, our revenue continued to benefit from our cross-sell efforts, with legacy Wells Fargo record cross-sell reaching over 6 products per retail banking household in first quarter 2010.

Noninterest expense of $12.1 billion in first quarter 2010 was up 3% from a year ago. First quarter 2010 expenses included $380 million of merger integration costs, compared with $205 million a year ago. Credit resolution costs, including expenses associated with foreclosed assets, loan modifications and other home preservation activities, were approximately $250 million higher than a year ago. In addition to merger integration and credit resolution expenses, we continued to invest for long-term growth, adding people in regional and commercial banking as we apply the Wells Fargo business model throughout

legacy Wachovia markets, and investing in technology to improve service across the franchise. As of first quarter 2010, we have also already realized over 70% of our targeted projected run-rate savings from the Wachovia merger. The efficiency ratio was 56.5% in first quarter 2010, compared with 56.2% a year ago.

NET INTEREST INCOME

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

Net interest income on a taxable-equivalent basis was $11.3 billion in first quarter 2010 and $11.5 billion in first quarter 2009, reflecting a decline in average loans. Average earning assets were $1.1 trillion in first quarter 2010, flat compared with first quarter 2009. Average loans decreased to $797.4 billion in first quarter 2010 from $855.6 billion a year ago. We continued to supply significant amounts of credit to consumers and businesses in first quarter 2010, although loan demand remained soft. We continued to reduce high-risk/non-strategic consumer loans, which were down $18.8 billion in first quarter 2010 from a year ago. Average mortgages held for sale (MHFS) of $31.4 billion in first quarter 2010 were essentially flat compared with $31.1 billion a year ago. Average debt securities available for sale was $160.8 billion in first quarter 2010, also essentially flat compared with $160.4 billion a year ago.

Core deposits are a low-cost source of funding and thus an important contributor to net interest income and the net interest margin. Core deposits include noninterest-bearing deposits, interest-bearing checking, savings certificates, certain market rate and other savings, and certain foreign deposits (Eurodollar sweep balances). Average core deposits rose to $759.2 billion in first quarter 2010 from $753.9 billion in first quarter 2009, and funded 95% and 88% of average loans in the same periods, respectively. Average checking and savings deposits, typically the lowest cost deposits, represented about 88% of our average core deposits, one of the highest percentages in the industry. Of average core deposits, $664.4 billion represent transaction accounts or low-cost savings accounts from consumer and commercial customers, which increased 14% from $583.8 billion in first quarter 2009. Total average retail core deposits, which exclude Wholesale Banking core deposits and retail mortgage escrow deposits, decreased to $573.7 billion for first quarter 2010 from $590.5 billion a year ago. Average mortgage escrow deposits were $24.6 billion in first quarter 2010, compared with $24.7 billion a year ago. Average certificates of deposits decreased to $94.8 billion in first quarter 2010 from $170.1 billion a year ago and average checking and savings deposits increased to $664.4 billion from $583.8 billion a year ago. Total average interest-bearing deposits decreased to $632.0 billion in first quarter 2010 from $635.4 billion a year ago.

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

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

		Quarter ended March 31																						,
		2010												2009
										Interest												Interest
		Average				Yields/				income/				Average				Yields/				income/
(in millions)		balance				rates				expense				balance				rates				expense
Earning assets
Federal funds sold, securities purchased under resale agreements and other short-term investments		$	40,833				0.33	%		$	33				24,074				0.84	%		$	50
Trading assets			27,911				3.91				272				22,203				4.97				275
Debt securities available for sale (3):
Securities of U.S. Treasury and federal agencies			2,278				3.62				20				2,899				0.93				7
Securities of U.S. states and political subdivisions			13,696				6.60				221				12,213				6.43				213
Mortgage-backed securities:
Federal agencies			79,730				5.39				1,023				76,545				5.71				1,068
Residential and commercial			32,768				9.67				790				38,690				8.57				1,017
Total mortgage-backed securities			112,498				6.67				1,813				115,235				6.82				2,085
Other debt securities (4)			32,346				6.51				492				30,080				6.81				551
Total debt securities available for sale (4)			160,818				6.59				2,546				160,427				6.69				2,856
Mortgages held for sale (5)			31,368				4.93				387				31,058				5.34				415
Loans held for sale (5)			6,406				2.15				34				7,949				3.40				67
Loans:
Commercial and commercial real estate:
Commercial			156,466				4.51				1,743				196,923				3.87				1,884
Real estate mortgage			104,971				3.61				936				104,271				3.47				894
Real estate construction			28,848				3.16				225				34,493				3.03				258
Lease financing			14,008				9.22				323				15,810				8.77				347
Total commercial and commercial real estate			304,293				4.29				3,227				351,497				3.89				3,383
Consumer:
Real estate 1-4 family first mortgage			245,024				5.26				3,210				245,494				5.64				3,444
Real estate 1-4 family junior lien mortgage			105,640				4.47				1,168				110,128				5.05				1,375
Credit card			23,345				13.15				767				23,295				12.10				704
Other revolving credit and installment			90,526				6.40				1,427				92,820				6.68				1,527
Total consumer			464,535				5.70				6,572				471,737				6.03				7,050
Foreign			28,561				3.62				256				32,357				4.36				349
Total loans (5)			797,389				5.09				10,055				855,591				5.09				10,782
Other			6,069				3.36				50				6,140				2.87				43
Total earning assets		$	1,070,794				5.06	%		$	13,377				1,107,442				5.22	%		$	14,488
Funding sources
Deposits:
Interest-bearing checking		$	62,021				0.15	%		$	23				80,393				0.15	%		$	30
Market rate and other savings			403,945				0.29				286				313,445				0.54				419
Savings certificates			94,763				1.36				317				170,122				0.92				387
Other time deposits			15,878				2.03				80				25,555				1.97				124
Deposits in foreign offices			55,434				0.21				29				45,896				0.35				39
Total interest-bearing deposits			632,041				0.47				735				635,411				0.64				999
Short-term borrowings			45,081				0.18				19				76,068				0.66				123
Long-term debt			209,008				2.45				1,276				258,957				2.77				1,783
Other liabilities			5,664				3.43				49				3,778				3.88				36
Total interest-bearing liabilities			891,794				0.94				2,079				974,214				1.22				2,941
Portion of noninterest-bearing funding sources			179,000				—				—				133,228				—				—
Total funding sources		$	1,070,794				0.79				2,079				1,107,442				1.06				2,941
Net interest margin and net interest income on a taxable-equivalent basis (6)							4.27	%		$	11,298								4.16	%		$	11,547
Noninterest-earning assets
Cash and due from banks		$	18,049												20,255
Goodwill			24,816												23,183
Other			112,461												138,836
Total noninterest-earning assets		$	155,326												182,274
Noninterest-bearing funding sources
Deposits		$	172,039												160,308
Other liabilities			44,739												50,566
Total equity			117,548												104,628
Noninterest-bearing funding sources used to fund earning assets			(179,000	)											(133,228	)
Net noninterest-bearing funding sources		$	155,326												182,274
Total assets		$	1,226,120												1,289,716

(1)		Our average prime rate was 3.25% for the quarters ended March 31, 2010 and 2009. The average three-month London Interbank Offered Rate (LIBOR) was 0.26% and 1.24% for the same quarters, respectively.
(2)		Interest rates and amounts include the effects of hedge and risk management activities associated with the respective asset and liability categories.
(3)		Yields and rates are based on interest income/expense amounts for the period, annualized based on the accrual basis for the respective accounts. The average balance amounts include the effects of any unrealized gain or loss marks but those marks carried in other comprehensive income are not included in yield determination of affected earning assets. Thus yields are based on amortized cost balances computed on a settlement date basis.
(4)		Includes certain preferred securities.
(5)		Nonaccrual loans and related income are included in their respective loan categories.
(6)		Includes taxable-equivalent adjustments primarily related to tax-exempt income on certain loans and securities. The federal statutory tax rate was 35% for the periods presented.

NONINTEREST INCOME

		Quarter ended March 31						,		%
(in millions)		2010				2009				Change
Service charges on deposit accounts		$	1,332				1,394				(4	)%
Trust and investment fees:
Trust, investment and IRA fees			1,049				722				45
Commissions and all other fees			1,620				1,493				9
Total trust and investment fees			2,669				2,215				20
Card fees			865				853				1
Other fees:
Cash network fees			55				58				(5	)
Charges and fees on loans			419				433				(3	)
Processing and all other fees			467				410				14
Total other fees			941				901				4
Mortgage banking:
Servicing income, net			1,366				906				51
Net gains on mortgage loan origination/sales activities			1,104				1,598				(31	)
Total mortgage banking			2,470				2,504				(1	)
Insurance			621				581				7
Net gains from trading activities			537				787				(32	)
Net gains (losses) on debt securities available for sale			28				(119	)			NM
Net gains (losses) from equity investments			43				(157	)			NM
Operating leases			185				130				42
All other			610				552				11
Total		$	10,301				9,641				7

NM — Not meaningful

Noninterest income represented 48% of total revenues for first quarter 2010, compared with 46% for first quarter 2009. Noninterest income was up 7% year over year, largely due to increases in trust and investment fees, and insurance revenues.

The Federal Reserve Board (FRB) announced regulatory changes to debit card and ATM overdraft practices in fourth quarter 2009. In third quarter 2009, we also announced policy changes that should help customers limit overdraft and returned item fees. We currently estimate that the combination of these changes is expected to reduce our 2010 fee revenue by approximately $500 million (after tax). The actual impact could vary due to a variety of factors, including changes in customer behavior.

We earn trust, investment and IRA (Individual Retirement Account) fees from managing and administering assets, including mutual funds, corporate trust, personal trust, employee benefit trust and agency assets. At March 31, 2010, these assets totaled $2.0 trillion, up 33% from $1.5 trillion a year ago, reflecting a 46% increase in the S&P 500 over the same period. Trust, investment and IRA fees are primarily based on a tiered scale relative to the market value of the assets under management or administration. These fees increased to $1.0 billion in first quarter 2010 from $722 million a year ago.

We received commissions and other fees for providing services to full-service and discount brokerage customers of $1.6 billion in first quarter 2010 and $1.5 billion a year ago. These fees include transactional commissions, which are based on the number of transactions executed at the customer’s direction, and asset-based fees, which are based on the market value of the customer’s assets. Client assets totaled $1.1 trillion at March 31, 2010, up from $930 billion a year ago. Commissions and other fees also include fees from investment banking activities including equity and bond underwriting.

Card fees were $865 million in first quarter 2010 compared with $853 million a year ago. Recent legislative and regulatory changes limit our ability to increase interest rates and assess certain fees on card accounts. The anticipated net impact in 2010 related to these changes are estimated to be between $75 million and $100 million (after tax) before accounting for potential offsets in performance, the economy and other factors. The actual impact could vary due to a variety of factors.

Mortgage banking noninterest income was $2.5 billion in first quarter 2010, flat compared with $2.5 billion a year ago. In addition to servicing fees, net servicing income includes both changes in the fair value of mortgage servicing rights (MSRs) during the period as well as changes in the value of derivatives (economic hedges) used to hedge the MSRs. Net servicing income for first quarter 2010 included a $989 million net MSRs valuation gain ($777 million decrease in the fair value of the MSRs offsetting a $1.8 billion hedge gain) and for first quarter 2009 included a $875 million net MSRs valuation gain ($2.8 billion decrease in the fair value of MSRs partially offsetting a $3.7 billion hedge gain). See the “Risk Management — Mortgage Banking Interest Rate and Market Risk” section of this Report for additional information regarding our MSRs risks and hedging approach. Our portfolio of loans serviced for others was $1.87 trillion at March 31, 2010, down from $1.88 trillion at December 31, 2009. At March 31, 2010, the ratio of MSRs to related loans serviced for others was 0.89% compared with 0.91% at December 31, 2009.

Net gains on mortgage loan origination/sales activities of $1.1 billion for first quarter 2010 were down from $1.6 billion a year ago, primarily due to lower origination volumes (25% decline in originations) and a net increase in the mortgage loan repurchase reserve. Residential real estate originations were $76 billion in first quarter 2010, compared with $101 billion a year ago. The 1-4 family first mortgage unclosed pipeline was $59 billion at March 31, 2010, and $57 billion at December 31, 2009. For additional detail, see the “Risk Management — Mortgage Banking Interest Rate and Market Risk” section; and Note 1 (Summary of Significant Accounting Policies), Note 8 (Mortgage Banking Activities) and Note 12 (Fair Values of Assets and Liabilities) to Financial Statements in this Report.

Net gains on mortgage loan origination/sales activities include the cost of any additions to the mortgage repurchase reserve as well as adjustments of loans in the warehouse/pipeline for changes in market conditions that affect their value. Mortgage loans are repurchased based on standard representations and warranties and early payment default clauses in mortgage sale contracts. Additions to the mortgage repurchase reserve that were charged against net gains on mortgage loan origination/sales activities during first quarter 2010 totaled $402 million. For additional information about mortgage loan repurchases, see the “Risk Management — Credit Risk Management Process — Reserve for Mortgage Loan Repurchase Losses” section and Note 7 (Securitizations and Variable Interest Entities) to Financial Statements in this Report.

Insurance revenue was $621 million in first quarter 2010, up 7% from a year ago, due to higher crop insurance revenues.

Income from trading activities was $537 million in first quarter 2010, down from $787 million a year ago. This decrease was driven by lower investment activity and higher credit-valuation adjustment charges, partially offset by higher customer-related revenues.

Aggregate net gains on debt securities available for sale and equity securities totaled $71 million in first quarter 2010, compared with net losses of $276 million a year ago. The year-over-year improvement was due to lower impairment write-downs of $197 million in first quarter 2010, down $319 million from $516 million a year ago. For additional detail, see the “Balance Sheet Analysis — Securities Available for Sale” section and Note 4 (Securities Available for Sale) to Financial Statements in this Report.

NONINTEREST EXPENSE

		Quarter ended March 31						,		%
(in millions)		2010				2009				Change
Salaries		$	3,314				3,386				(2	)%
Commission and incentive compensation			1,992				1,824				9
Employee benefits			1,322				1,284				3
Equipment			678				687				(1	)
Net occupancy			796				796				—
Core deposit and other intangibles			549				647				(15	)
FDIC and other deposit assessments			301				338				(11	)
Outside professional services			484				410				18
Contract services			347				216				61
Foreclosed assets			386				248				56
Outside data processing			272				212				28
Postage, stationery and supplies			242				250				(3	)
Operating losses			208				172				21
Insurance			148				267				(45	)
Telecommunications			143				158				(9	)
Travel and entertainment			171				105				63
Advertising and promotion			112				125				(10	)
Operating leases			37				70				(47	)
All other			615				623				(1	)
Total		$	12,117				11,818				3

Noninterest expense was $12.1 billion in first quarter 2010 compared with $11.8 billion in first quarter 2009, and included $380 million and $205 million of merger integration costs for the same periods, respectively. The $131 million increase in contract services from a year ago was primarily merger related. First quarter 2010 credit resolution costs, including expenses associated with foreclosed assets, loan modifications and other home preservation activities, were approximately $250 million higher than a year ago. Of our approximately $5 billion of estimated total integration costs, we expect to incur approximately $2 billion in 2010, as we convert banking stores and lines of business, and continue to build infrastructure. In addition to merger integration, we continued to invest for long-term growth throughout the Company, adding people in regional banking and commercial banking as we apply Wells Fargo’s model to the eastern markets, and investing in technology to improve service across our franchise.

INCOME TAX EXPENSE

Our effective income tax rate was 35.5% in first quarter 2010, up from 33.8% in first quarter 2009. The increase was attributable in part to $53 million in tax expense related to the new health care legislation impacting the deductibility of future health care expenses.

The Patient Protection and Affordable Care Act that was signed into law on March 23, 2010, combined with the Health Care and Education Reconciliation Act of 2010 (enacted March 30, 2010), changed the tax treatment related to our health care expenses for retirees. Under this new legislation, our tax deduction for retiree health care expenses will be reduced by future reimbursements received under the Medicare Part D retiree drug subsidy program. The change in law results in a reduction of the deferred tax asset associated with the retiree health care liabilities that is recognized as a one-time non-cash charge in the period of legislative enactment.

OPERATING SEGMENT RESULTS

We have three lines of business for management reporting: Community Banking; Wholesale Banking; and Wealth, Brokerage and Retirement. We define our operating segments by product and customer. Our management accounting process measures the performance of the operating segments based on our management structure and is not necessarily comparable with similar information for other financial services companies. In first quarter 2010, we conformed certain funding and allocation methodologies of legacy Wachovia to those of Wells Fargo; in addition integration expense related to mergers other than the Wachovia merger are now included in segment results. Prior periods have been revised to reflect both changes.

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

OPERATING SEGMENT RESULTS — HIGHLIGHTS

																		Wealth, Brokerage
		Community Banking								Wholesale Banking								and Retirement
(in billions)		2010				2009				2010				2009				2010				2009
Quarter ended March 31,
Revenue		$	14.1				14.4				5.3				4.9				2.9				2.5
Net income			1.5				1.9				1.2				1.2				0.3				0.2
Average loans			555.2				567.8				232.2				278.2				43.8				46.6
Average core deposits			532.2				555.0				160.9				139.6				121.1				102.8

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

Community Banking’s net income decreased 25% to $1.5 billion in first quarter 2010 from $1.9 billion a year ago. Revenue decreased 2% to $14.1 billion from $14.4 billion a year ago. Net interest income decreased $360 million, or 4%, due to loan run-off portfolios and lower securities yields and balances. Average loans decreased $12.6 billion, or 2%, due to run-off portfolios and low demand. Average core deposits decreased $22.8 billion, or 4%, primarily due to Wachovia high yield certificates of deposit maturing. Noninterest income was $5.8 billion in first quarter 2010, almost flat compared with $5.7 billion a year ago. In first quarter 2010, the provision for credit losses of $4.5 billion, which equaled net charge-offs, was up from $4.0 billion a year ago, which included a $1 billion credit reserve build. Noninterest expense decreased $180 million, or 2%, due to lower Federal Deposit Insurance Corporation (FDIC) assessments and Wachovia merger-related cost saves.

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

Wholesale Banking’s net income of $1.2 billion in first quarter 2010 was flat compared with first quarter 2009. Net interest income of $2.5 billion in first quarter 2010 increased 7% from $2.3 billion a year ago. Average loans of $232.2 billion declined 17% from first quarter 2009 driven by declines across most lending areas. Core deposits of $160.9 billion in first quarter 2010 increased 15% from $139.6 billion a year ago driven by growth in both interest-bearing and non-interest bearing deposits primarily in global financial institutions, government and institutional banking and commercial banking. In first quarter 2010, total provision for credit losses was $799 million. First quarter 2009 provision included a credit reserve build of $277 million. Noninterest income of $2.8 billion in first quarter 2010 increased 11% from $2.6 billion a year ago. Noninterest expense of $2.7 billion in first quarter 2010 increased 5% from $2.5 billion a year ago due primarily to expenses associated with foreclosed assets as well as higher operating losses.

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

Wealth, Brokerage and Retirement’s net income increased 60% to $282 million in first quarter 2010 from $176 million a year ago reflecting the strong equity market performance and growth in deposit balances. Revenue was up 16% to $2.9 billion in first quarter 2010 from $2.5 billion a year ago. Net interest income increased 4% to $664 million from $641 million a year ago as growth in average deposits was offset by the continued negative impact of low short-term interest rates. Noninterest income increased 20% to $2.2 billion from $1.9 billion a year ago driven by the strong equity market environment and improved investor confidence leading to greater client transaction activity. Average loans decreased 6% to $43.8 billion in first quarter 2010 from $46.6 billion a year ago. The provision for credit losses increased to $63 million in first quarter 2010 from $23 million a year ago, primarily due to higher loan charge-offs. Noninterest expense increased to $2.4 billion (7%) in first quarter 2010 from $2.2 billion a year ago.

BALANCE SHEET ANALYSIS

During first quarter 2010, our total assets, loans and core deposits each decreased slightly from December 31, 2009, but we continued to grow capital. Loan demand remained soft during the quarter and we continued to hold excess cash in more liquid lower-yielding assets to guard against the expected rise in interest rates that would cause a decline in market value in interest-sensitive asset-backed securities. Overall, we believe our balance sheet has strengthened with the continued strong liquidity, increased reserves and timely charge-offs for losses and our improving capital.

See the following sections for more discussion and details about the major components of our balance sheet. Capital is discussed in the “Capital Management” section of this Report.

SECURITIES AVAILABLE FOR SALE

		March 31, 2010												December 31, 2009
						Net												Net
						unrealized				Fair								unrealized				Fair
(in billions)		Cost				gain				value				Cost				gain				value
Debt securities available for sale		$	150.2				6.6				156.8				162.3				4.8				167.1
Marketable equity securities			4.9				0.8				5.7				4.8				0.8				5.6
Total securities available for sale		$	155.1				7.4				162.5				167.1				5.6				172.7

Securities available for sale consist of both debt and marketable equity securities. We hold debt securities available for sale primarily for liquidity, interest rate risk management and long-term yield enhancement. Accordingly, this portfolio consists primarily of very liquid, high-quality federal agency debt and privately issued mortgage-backed securities (MBS). The total net unrealized gains on securities available for sale of $7.4 billion at March 31, 2010, were up from $5.6 billion at December 31, 2009, due to general decline in long-term yields and narrowing of credit spreads.

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

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

At March 31, 2010, we had approximately $6 billion of investments in securities, primarily municipal bonds, which are guaranteed against loss by bond insurers. These securities are almost exclusively investment grade and were generally underwritten in accordance with our own investment standards prior to the determination to purchase, without relying on the bond insurer’s guarantee in making the investment decision. These securities will continue to be monitored as part of our on-going impairment analysis of our securities available for sale, but are expected to perform, even if the rating agencies reduce the credit rating of the bond insurers.

The weighted-average expected maturity of debt securities available for sale was 5.8 years at March 31, 2010. Since 71% of this portfolio is MBS, the expected remaining maturity may differ from contractual maturity because borrowers generally have the right to prepay obligations before the

underlying mortgages mature. The estimated effect of a 200 basis point increase or decrease in interest rates on the fair value and the expected remaining maturity of the MBS available for sale are shown in the following table.

MORTGAGE-BACKED SECURITIES

										Expected
										remaining
		Fair				Net unrealized				maturity
(in billions)		value				gains (losses)				(in years)
At March 31, 2010		$	111.1				4.2				4.5
At March 31, 2010, assuming a 200 basis point:
Increase in interest rates			101.3				(5.6	)			6.1
Decrease in interest rates			117.8				10.9				3.1

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

LOAN PORTFOLIO

		March 31, 2010												December 31, 2009
						All												All
		PCI				other								PCI				other
(in millions)		loans				loans				Total				loans				loans				Total
Commercial and commercial real estate:
Commercial		$	1,431				149,156				150,587				1,911				156,441				158,352
Real estate mortgage			5,252				99,262				104,514				5,631				99,167				104,798
Real estate construction			3,538				24,299				27,837				3,713				25,994				29,707
Lease financing			—				13,887				13,887				—				14,210				14,210
Total commercial and commercial real estate			10,221				286,604				296,825				11,255				295,812				307,067
Consumer:
Real estate 1-4 family first mortgage			37,378				203,150				240,528				38,386				191,150				229,536
Real estate 1-4 family junior lien mortgage			315				103,485				103,800				331				103,377				103,708
Credit card			—				22,525				22,525				—				24,003				24,003
Other revolving credit and installment			—				89,463				89,463				—				89,058				89,058
Total consumer			37,693				418,623				456,316				38,717				407,588				446,305
Foreign			1,593				26,696				28,289				1,733				27,665				29,398
Total loans		$	49,507				731,923				781,430				51,705				731,065				782,770

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

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

PCI loans were written down to an amount estimated to be collectible. Accordingly, such loans are not classified as nonaccrual, even though they may be contractually past due, because we expect to fully collect the new carrying values of such loans (that is, the new cost basis arising out of our purchase accounting). PCI loans are also not included in the disclosure of loans 90 days or more past due and still accruing interest even though a portion of them are 90 days or more contractually past due.

The nonaccretable difference was established in purchase accounting for PCI loans to absorb losses expected at that time on those loans. Amounts absorbed by the nonaccretable difference do not affect the income statement or the allowance for credit losses. The following table provides an analysis of changes in the nonaccretable difference related to principal that is not expected to be collected.

CHANGES IN NONACCRETABLE DIFFERENCE FOR PCI LOANS

		Commercial,
		CRE and								Other
(in millions)		foreign				Pick-a-Pay				consumer				Total
Balance, December 31, 2008		$	(10,410	)			(26,485	)			(4,069	)			(40,964	)
Release of nonaccretable difference due to:
Loans resolved by payment in full (1)			330				—				—				330
Loans resolved by sales to third parties (2)			86				—				85				171
Loans with improving cash flows reclassified to accretable yield (3)			138				27				276				441
Use of nonaccretable difference due to:
Losses from loan resolutions and write-downs (4)			4,853				10,218				2,086				17,157
Balance, December 31, 2009			(5,003	)			(16,240	)			(1,622	)			(22,865	)
Release of nonaccretable difference due to:
Loans resolved by payment in full (1)			146				—				—				146
Loans resolved by sales to third parties (2)			36				—				—				36
Loans with improving cash flows reclassified to accretable yield (3)			92				549				27				668
Use of nonaccretable difference due to:
Losses from loan resolutions and write-downs (4)			728				1,177				183				2,088
Balance, March 31, 2010		$	(4,001	)			(14,514	)			(1,412	)			(19,927	)

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

Since the Wachovia acquisition, we have released $1.8 billion in nonaccretable difference, including $1.1 billion transferred from the nonaccretable difference to the accretable yield and $683 million released through loan resolutions. We provided $1.0 billion in the allowance for credit losses in excess of the initial expected levels on certain PCI loans; the net result is a $774 million improvement in our initial projected losses on PCI loans. The following table analyzes the actual and projected loss results since the acquisition of Wachovia on December 31, 2008, through March 31, 2010.

		Commercial		,
		CRE and								Other
(in millions)		foreign				Pick-a-Pay				consumer				Total
Release of unneeded nonaccretable difference due to:
Loans resolved by payment in full (1)		$	476				—				—				476
Loans resolved by sales to third parties (2)			122				—				85				207
Reclassification to accretable yield for loans with improving cash flow (3)			230				576				303				1,109
Total releases of nonaccretable difference due to better than expected losses			828				576				388				1,792
Provision for worse than originally expected losses on PCI loans (4)			(1,002	)			—				(16	)			(1,018	)
Actual and projected losses better (worse) than originally expected		$	(174	)			576				372				774

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

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

DEPOSITS

Deposits totaled $804.9 billion at March 31, 2010, compared with $824.0 billion at December 31, 2009. Comparative detail of average deposit balances is provided in the table under “Earnings Performance — Net Interest Income” earlier in this Report. Total core deposits were $756.1 billion at March 31, 2010, down $24.7 billion from December 31, 2009.

		March 31		,		Dec. 31		,
(in millions)		2010				2009				% Change
Noninterest-bearing		$	170,518				181,356				(6	)%
Interest-bearing checking			64,521				63,225				2
Market rate and other savings			401,950				402,448				—
Savings certificates			91,560				100,857				(9	)
Foreign deposits (1)			27,501				32,851				(16	)
Core deposits			756,050				780,737				(3	)
Other time and savings deposits			20,355				16,142				26
Other foreign deposits			28,488				27,139				5
Total deposits		$	804,893				824,018				(2	)

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

OFF-BALANCE SHEET ARRANGEMENTS

In the ordinary course of business, we engage in financial transactions that are not recorded in the balance sheet, or may be recorded in the balance sheet in amounts that are different from the full contract or notional amount of the transaction. These transactions are designed to (1) meet the financial needs of customers, (2) manage our credit, market or liquidity risks, (3) diversify our funding sources, and/or (4) optimize capital. These are described below as off-balance sheet transactions with unconsolidated entities, and guarantees and certain contingent arrangements. Beginning in 2010, the accounting rules for off-balance sheet transactions with unconsolidated entities changed. We adopted changes in consolidation accounting effective January 1, 2010, and, accordingly, consolidated certain variable interest entities (VIEs) that were not included in our consolidated financial statements at December 31, 2009. We discuss the impact of those changes in this section and in Note 1 (Summary of Significant Accounting Policies) to Financial Statements in this Report.

OFF-BALANCE SHEET TRANSACTIONS WITH UNCONSOLIDATED ENTITIES

In the normal course of business, we enter into various types of on- and off-balance sheet transactions with special purpose entities (SPEs), which are corporations, trusts or partnerships that are established for a limited purpose. Historically, the majority of SPEs were formed in connection with securitization transactions. For more information on securitizations, including sales proceeds and cash flows from securitizations, see Note 7 (Securitizations and Variable Interest Entities) to Financial Statements in this Report.

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

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

SPEs are generally considered to be VIEs. A VIE is an entity that has either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support or whose equity investors lack the characteristics of a controlling financial interest. We consolidate a VIE when, under the new consolidation accounting guidance, we have both the power to direct the activities that most significantly impact the VIE and a variable interest that could potentially be significant to the VIE. A variable interest is a contractual, ownership or other interest that changes with fluctuations in the fair value of the VIE’s net assets. To determine whether or not a variable interest we hold could potentially be significant to the VIE, we consider both qualitative and quantitative factors regarding the nature, size and form of our involvement with the VIE.

The following table presents our unconsolidated VIEs with which we have significant continuing involvement, but do not meet both the power and significant variable interest indicators required for consolidation.

UNCONSOLIDATED VIEs

		March 31, 2010												December 31, 2009
		Total								Maximum				Total								Maximum
		entity				Carrying				exposure				entity				Carrying				exposure
(in millions)		assets				value				to loss				assets				value				to loss
Residential mortgage loan securitizations (1):
Conforming		$	1,052,147				17,117				21,920				1,150,515				18,926				24,362
Other/nonconforming			92,535				3,884				3,898				251,850				13,222				13,469
Commercial mortgage securitizations			205,353				6,094				6,360				345,561				4,945				5,222
Collateralized debt obligations:
Debt securities			20,577				2,644				4,773				45,684				4,770				6,643
Loans (2)			10,081				9,833				9,833				10,215				9,964				9,964
Multi-seller commercial paper conduit (3)			—				—				—				5,160				—				5,263
Asset-based finance structures			13,639				8,002				9,655				17,467				9,867				11,227
Tax credit structures			20,390				2,628				3,277				27,537				4,006				4,663
Collateralized loan obligations			14,700				2,932				3,409				23,830				3,666				4,239
Investment funds			16,678				1,420				1,420				84,642				1,702				2,920
Other (4)			19,703				5,002				6,297				23,538				4,398				7,268
Total unconsolidated VIEs		$	1,465,803				59,556				70,842				1,985,999				75,466				95,240

(1)		Conforming residential mortgage loan securitizations are those that are guaranteed by government-sponsored entities (GSEs), including Government National Mortgage Association (GNMA). We have concluded that conforming mortgages are not subject to consolidation under the new consolidation accounting guidance. Total entity assets at December 31, 2009 includes $20.9 billion of nonconforming residential mortgage securitizations that were consolidated in first quarter 2010.
(2)		Represents senior loans to trusts that are collateralized by asset-backed securities. The trusts invest in senior tranches from a diversified pool of primarily U.S. asset securitizations, of which all are current, and over 95% were rated as investment grade by the primary rating agencies at March 31, 2010. These senior loans were acquired in the Wachovia business combination and are accounted for at amortized cost as initially determined under purchase accounting and are subject to the Company’s allowance and credit charge-off policies.
(3)		The multi-seller commercial paper conduit was consolidated in first quarter 2010.
(4)		Includes student loan securitizations, auto loan securitizations and credit-linked note structures. Also contains investments in auction rate securities (ARS) issued by VIEs that we do not sponsor and, accordingly, are unable to obtain the total assets of the entity.

The balances presented for March 31, 2010, represent our unconsolidated VIEs for which we consider our involvement to be significant. The balances presented for December 31, 2009, include unconsolidated VIEs with which we have continuing involvement that we no longer consider significant. Accordingly, we have excluded these transactions from the balances presented for March 31, 2010. We have refined our definition of significant continuing involvement in accordance with new consolidation accounting guidance to exclude unconsolidated VIEs when our continuing involvement relates to third-party sponsored VIEs for which we were not the transferor, and unconsolidated VIEs for which we were the sponsor but do not have any other significant continuing involvement.

Significant continuing involvement includes transactions where we were the sponsor or transferor and have other significant forms of involvement. Sponsorship includes transactions with unconsolidated VIEs where we solely or materially participated in the initial design or structuring of the entity or marketing of the transaction to investors. When we transfer assets to a VIE and account for the transfer as a sale, we are considered the transferor. We consider investments in securities held outside of trading, loans, guarantees, liquidity agreements, written options and servicing of collateral to be other forms of involvement that may be significant. We have excluded certain transactions with unconsolidated VIEs from the March 31, 2010, balances presented in the table above where we have determined that our continuing involvement is not significant due to the temporary nature and size of our variable interests because we were not the transferor or because we were not involved in the design or operations of the unconsolidated VIEs.

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

NEWLY CONSOLIDATED VIE ASSETS AND LIABILITIES

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

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

		Incremental
(in millions)		assets
Structure type:
Residential mortgage loans — nonconforming (1)		$	11,479
Commercial paper conduit			5,088
Other			2,002
Total		$	18,569