11-K 1 d11k.htm FORM 11-K Form 11-K

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 11-K

 

 

ANNUAL REPORT

PURSUANT TO SECTION 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the fiscal year ended December 31, 2008

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from              to             

Commission File Number 001-02979

 

 

 

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

WACHOVIA SAVINGS PLAN

One Wachovia Center

Charlotte, NC 28288-0013

 

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

WELLS FARGO & COMPANY

420 Montgomery Street

San Francisco, CA 94163

 

 

 

 

(a) The following financial statements and reports, which have been prepared pursuant to the requirements of the Employee Retirement Income Security Act of 1974, are filed as part of this Annual Report on Form 11-K:

Report of Independent Registered Public Accounting Firm

Financial Statements:

Statements of Net Assets Available for Benefits, December 31, 2008 and 2007

Statement of Changes in Net Assets Available for Benefits, Year Ended December 31, 2008

Notes to Financial Statements

Supplemental Schedule:

Schedule H, Line 4i - Schedule of Assets (Held at End of Year)

 

(b) The following Exhibits are filed as part of this Annual Report on Form 11-K:

Consent of Independent Registered Public Accounting Firm


WACHOVIA SAVINGS PLAN

Financial Statements

and Schedule

As of December 31, 2008 and 2007, and for the

Year Ended December 31, 2008

(With Report of Independent Registered Public Accounting Firm Thereon)


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Employee Benefit Review Committee

Wells Fargo & Company

We have audited the accompanying statements of net assets available for benefits of Wachovia Savings Plan (the Plan) as of December 31, 2008 and 2007, and the related statement of changes in net assets available for benefits for the year ended December 31, 2008. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2008 and 2007, and the changes in net assets available for benefits for the year ended December 31, 2008 in conformity with U.S. generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule, Schedule H, Line 4i – Schedule of Assets (Held at End of Year), is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

As discussed in Note 1 to the financial statements, effective December 31, 2008, Wells Fargo & Company acquired all of the outstanding stock of Wachovia Corporation in a business combination accounted for as a purchase. As a result of the acquisition, Wells Fargo & Company became the plan sponsor of the Wachovia Savings Plan on December 31, 2008. Also, as discussed in Note 12, Wells Fargo & Company intends to merge the Plan into the Wells Fargo & Company 401(k) Plan as of December 31, 2009.

 

/s/ KPMG LLP
Charlotte, North Carolina
June 24, 2009


WACHOVIA SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

 

     December 31,
     2008    2007

ASSETS

     

Investments, at fair value (Note 3)

     

Mutual Funds

   $ 2,766,798,160    4,447,513,725

Wells Fargo Stock Fund Non-ESOP

     69,348,285    124,328,641

Enhanced Stock Market Fund

     537,100,060    875,747,150

Stable Fund

     1,379,247,473    1,101,987,995

Wells Fargo Stock Fund ESOP

     

Wells Fargo & Company common stock

     

Allocated

     270,162,542    1,021,985,433

Unallocated

     6,803,440    54,486,874

Cash and cash equivalents

     

Allocated

     6,914,059    32,995,544

Unallocated

     65,069    925,132
           

Total investments at fair value

     5,036,439,088    7,659,970,494
           

Participant loans

     257,664,579    250,469,841

Other assets

     287,596    913,304

Due from World Increased Savings for Employees Plan

     —      396,585,979
           

Total assets

     5,294,391,263    8,307,939,618
           

LIABILITIES

     

Loan payable - Employee Stock Ownership Plan - unallocated (Note 8)

     29,625,672    33,220,013
           

Net assets available for benefits before adjustment

     5,264,765,591    8,274,719,605
           

ADJUSTMENT TO CONTRACT VALUE

     

Adjustment from fair value to contract value for fully benefit-responsive investment contracts (Note 4)

     83,649,740    5,819,974
           

Net assets available for benefits

   $ 5,348,415,331    8,280,539,579
           

See accompanying notes to financial statements.


WACHOVIA SAVINGS PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

 

     Year Ended December 31, 2008  
     Participant
Directed
    Employee
Stock
Ownership
Plan-
Unallocated
    Total  

INVESTMENT INCOME (LOSS)

      

Interest on participant loans

   $ 16,960,019      —        16,960,019   

Net depreciation in fair value of investments

     (3,124,224,330   (43,340,713   (3,167,565,043

Interest and dividends on investments

     190,773,807      1,537,841      192,311,648   
                    

Total investment loss, net

     (2,916,490,504   (41,802,872   (2,958,293,376
                    

CONTRIBUTIONS

      

Employer contributions

     335,090,598      4,019,294      339,109,892   

Employee contributions

     554,778,736      —        554,778,736   
                    

Total contributions

     889,869,334      4,019,294      893,888,628   
                    
     (2,026,621,170   (37,783,578   (2,064,404,748
                    

DEDUCTIONS FROM PLAN ASSETS

      

Participants’ withdrawals

     857,255,671      —        857,255,671   

Administrative expense

     3,298,251      —        3,298,251   

Release of shares

     —        4,342,719      4,342,719   

Interest expense

     —        2,822,859      2,822,859   
                    

Total deductions from plan assets

     860,553,922      7,165,578      867,719,500   
                    

Decrease in net assets available for benefits

     (2,887,175,092   (44,949,156   (2,932,124,248

Net assets (deficit) available for benefits

      

Beginning of year

     8,258,347,586      22,191,993      8,280,539,579   
                    

End of year

   $ 5,371,172,494      (22,757,163   5,348,415,331   
                    

See accompanying notes to financial statements.


WACHOVIA SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2008 and 2007

NOTE 1: DESCRIPTION OF PLAN

On December 31, 2008, Wells Fargo & Company (“Wells Fargo”) acquired Wachovia Corporation (“Wachovia”) by a merger of Wachovia with and into Wells Fargo. As a result of the acquisition, each outstanding share of Wachovia common stock was converted into 0.1991 shares of Wells Fargo common stock and each share of Wachovia preferred stock outstanding was converted into a share (or fractional share) of Wells Fargo preferred stock with substantially identical terms. Following the acquisition, all subsidiaries of Wachovia became subsidiaries of Wells Fargo.

Upon consummation of the merger, Wells Fargo became the sponsor of the Wachovia Savings Plan (the “Plan”). The name of the Wachovia Corporation Common Stock Fund Employee Stock Ownership Plan (“ESOP” and “Non-ESOP”) is now the Wells Fargo Stock Fund (“ESOP” and “Non-ESOP”).

The following brief description of the Plan is provided for general information purposes only. Participants should refer to the Plan document for more complete information.

GENERAL

Wells Fargo (the “Company”) and its subsidiaries (collectively the “Companies”) sponsor the Plan, which is designed to promote savings for retirement, and which is a qualified defined contribution retirement plan under Internal Revenue Code section 401(k). The Companies’ and employees’ contributions are held in trust. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).

Effective January 1, 1999, the portion of the Plan invested in the Wells Fargo Stock Fund was amended to be an employee stock ownership plan that invests primarily in employer securities. The first one percent of the Companies’ matching contributions are made in the Wells Fargo Stock Fund. Each employee can immediately elect to liquidate their account assets invested in the Wells Fargo Stock Fund by transferring the value of the common stock to any of a number of investment options available within the Plan.

ELIGIBILITY, CONTRIBUTIONS AND BENEFITS

Under the Plan, an employee is eligible to make contributions beginning on the first day of the month following the month in which they complete one full calendar month of service. The employee is eligible to receive employer matching contributions after one year of service.

Effective January 1, 2008, the definition of compensation was changed from benefits eligible compensation to benefits pay, which includes base salary (including any before-tax salary reduction contributions to the Plan or any before-tax salary reduction contributions for Health and Welfare Benefit Spending Accounts or Transportation Spending Accounts, but excluding any nonqualified deferrals); hourly wages; overtime; shift differential pay; incentive pay (excluding nonqualified deferrals); cash bonuses (e.g. referral bonuses); and commissions and draws.

Employee contributions, pre-tax (Designated Roth Contributions as of December 16, 2008) and after-tax, are elected by the participant and cannot exceed 30 percent of the employee’s benefits pay. In addition, participants age 50 or older during the calendar year may contribute, as catch-up contributions, an additional amount up to 50 percent of their benefits pay provided they contribute at least 6 percent each pay period or have reached the aggregated $15,500 before tax and Designated Roth contribution limit (401(g) limit for 2008). The maximum percentage of the employer matched contribution is determined annually by the plan administrator and the contribution amounts are paid from net income or accumulated earnings in accordance with the provisions of the Internal Revenue Code of 1986 as amended together with all regulations, revenue rulings and revenue procedures issued thereunder (the “Code”). The employer’s matching contribution cannot exceed 6 percent of a participant’s benefits pay. Participants are fully vested in their entire account balances at all times.

Four types of in-service withdrawals are allowed under the Plan: normal, specified cause, hardship and after age 59 1/2. The Employee Benefit Review Committee (the “Committee”) must approve any new types of withdrawals. The maximum amount of a withdrawal depends on the type of withdrawal and the balance of the participant’s account reduced by any outstanding loans. The minimum amount of withdrawal is $500 (or, if less, 95 percent of the available account balance). The amount of tax withholding depends on the type of withdrawal. In addition, participants may elect to receive current distributions of cash dividends on shares of Company stock allocated to them under the ESOP portion of the Plan.

        Participants may borrow up to 50 percent of the balance of their accounts with a minimum loan of $1,000 and a maximum loan of $50,000 reduced by the excess of (1) the highest outstanding balance of loans from the Plan during the preceding 12-month period over (2) the current outstanding balance of all their loans from the Plan. Loan balances are charged interest at a fixed rate for the life of the loan. The interest rate is determined at origination as the prime interest rate in use by Wachovia Bank, National Association, on the business day preceding the date the loan is processed.

 

(Continued)


WACHOVIA SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

 

Loans are made for a minimum of 12 months or a maximum of 60 months, except that if the loan is used to acquire the participant’s principal residence, the maximum term is 180 months. Loan repayments are generally made semi-monthly as a payroll deduction. If a participant retires or is otherwise terminated, the loan balance must be paid in full or the outstanding balance will be considered as a taxable distribution.

In accordance with the Plan provisions, Plan earnings are allocated to participants’ accounts on a daily basis. The investment options available to participants at December 31, 2008 and 2007, are presented in Note 3.

Participants who separate employment or retire may elect to receive a distribution of their account balances. A participant is considered retired if it is the participant’s 65th birthday, if it is the participant’s 50th birthday with 10 or more years of service, or if it is determined that the participant is totally disabled under the terms of the Wachovia Long Term Disability Plan.

If the total balance of the participant’s account is $1,000 or less (including any rollover accounts), their account will be paid automatically in a lump sum approximately 90 days following the end of the month in which employment ends. Any distribution of Company stock will be paid entirely in cash unless the participant elects to receive this distribution in whole shares of Company stock with fractional shares paid in cash.

If the total balance of the participant’s account is more than $1,000 (including the amount of any rollover accounts), the participant may choose to defer payment to a later date or to receive an immediate lump-sum payment. If the participant elects payment immediately after termination, a check will be sent to the participant within approximately 45 days after employment ends, provided the participant has requested the distribution. If the participant chooses to defer receiving their account balances, payment must be made by April 1 of the later of the year after reaching age 70- 1/2 or the year after employment ends. When a distribution is made, the value of any amount invested in Company stock will be distributed in whole shares of Company stock (with fractional shares distributed in cash), unless the participant elects to receive cash only.

Although the employer has not expressed any intent to terminate the Plan, it may do so at any time subject to the provisions of ERISA. If the Plan is terminated, the accounts of each participant shall be distributed in accordance with Plan provisions.

DISCONTINUED INVESTMENT OPTIONS

As of November 6, 2008, the Evergreen U.S. Government Fund was no longer available as an investment option and the Evergreen Core Bond Fund was closed to new contributions.

MERGERS WITH PLANS OF ACQUIRED FINANCIAL INSTITUTIONS

On October 1, 2007, Wachovia acquired A.G. Edwards Inc. and became the new sponsor of the A.G. Edwards Inc. Retirement and Profit Sharing Plan (the “AGE plan”). On July 1, 2008, employees from A.G. Edwards became eligible to participate in the Plan. The date on which the assets of the AGE plan will merge into the Plan has not been determined as of June 24, 2009.

On December 31, 2007, the World Increased Savings for Employees Plan merged into the Plan. The World Increased Savings for Employees Plan had assets of $397 million on that date.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying financial statements are prepared on an accrual basis in accordance with U.S. generally accepted accounting principles (“GAAP”).

The preparation of the financial statements in conformity with U.S. GAAP requires the plan administrator to make estimates and assumptions that affect reported amounts of assets, liabilities and obligations and disclosure of contingent assets and liabilities at the date of the financial statements, as well as additions to and deductions from these amounts during the reporting period. Actual results could differ from those estimates.

VALUATION OF INVESTMENTS

Investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 6 for discussion of fair value measurements.

        The specific identification method is used in determining the cost of securities. Security transactions are recognized on the trade date (the date the order to buy or sell is executed). Interest income is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date. In 2008, interest and dividends earned on marketable investments were $4,380 and $192,307,268, respectively.

 

(Continued)

2


WACHOVIA SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

 

As described in Financial Accounting Standards Board (“FASB”) Staff Position, (“FSP”) AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans, investment contracts held in a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under terms of the Plan. The Plan invests in fully benefit-responsive investment contracts held in the Stable Fund. The Statement of Net Assets Available for Benefits presents the fair value of these investment contracts as well as their adjustment from fair value to contract value. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.

PARTICIPANT LOANS

Participant loans are a receivable and are valued at amortized cost, which approximates fair value. The Plan determines fair value based on a discounted cash flow model using the Plan’s lending rate in effect as of December 31, 2008.

DISTRIBUTIONS

Distributions are recorded when paid.

NOTE 3: INVESTMENTS

Under the terms of the Plan, Wachovia Bank, National Association (the “Trustee”), a wholly-owned subsidiary of Wells Fargo and a party-in-interest, holds the assets of the Plan in bank-administered trust funds.

The fair values of investments at December 31, 2008 and 2007 are presented below. Investments that represent 5 percent or more of the Plan’s net assets are separately identified.

 

     December 31,  
     2008     2007  

INVESTMENTS

    

Mutual funds

    

Evergreen U.S. Government Fund

   $ —        198,843,819   

Evergreen Growth Fund

     129,134,828      243,742,156   

Evergreen Core Bond Fund

     63,718,741      97,443,556   

Evergreen Special Value Fund

     190,940,142      314,868,175   

American Europacific Growth Fund

     418,039,214  (a)    791,991,961  (a) 

Dodge and Cox Balanced Fund

     417,786,664  (a)    709,520,686  (a) 

Dodge and Cox Stock Fund

     491,385,787  (a)    981,131,175  (a) 

Hartford Midcap Fund

     336,071,993  (a)    551,517,792  (a) 

T. Rowe Price Blue Chip Growth Fund

     192,918,351      301,129,222   

Lazard Emerging Markets Fund

     101,141,216      179,655,089   

Vanguard Target Retirement Income Fund

     14,894,448      3,400,284   

Vanguard Target Retirement 2005 Fund

     4,634,045      1,735,099   

Vanguard Target Retirement 2010 Fund

     11,358,289      8,916,875   

Vanguard Target Retirement 2015 Fund

     19,216,475      12,088,468   

Vanguard Target Retirement 2020 Fund

     22,156,916      13,885,434   

Vanguard Target Retirement 2025 Fund

     17,699,220      7,933,938   

Vanguard Target Retirement 2030 Fund

     15,462,006      11,323,790   

Vanguard Target Retirement 2035 Fund

     12,698,278      6,448,101   

Vanguard Target Retirement 2040 Fund

     7,858,995      3,953,044   

Vanguard Target Retirement 2045 Fund

     6,102,990      3,081,849   

Vanguard Target Retirement 2050 Fund

     7,292,461      4,903,212   

WSP Stable Investment Fund of Wachovia

     1,584,379      —     

WSP Diversified Bond Group Trust of Wachovia

     4,445,397      —     

WSP PIMCO Real Return Fund

     2,074,741      —     

WSP PIMCO High Yield Fund

     383,244      —     

 

(Continued)

3


WACHOVIA SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

 

     December 31,  
     2008     2007  

INVESTMENTS (Continued)

    

Mutual funds

    

WSP Evergreen International Bond Fund

   $ 1,546,681      —     

WSP T Rowe Price Equity Income Fund

     4,271,532      —     

WSP Enhanced Stock Market Fund of Wachovia

     2,811,096      —     

WSP Evergreen Select Strategic Growth Fund

     3,304,238      —     

WSP Evergreen International Growth Fund

     4,664,629      —     

WSP Alger Small Cap Growth Fund

     901,669      —     

WSP T Rowe Price Real Estate Fund

     1,484,331      —     

WSP Lazard Emerging Markets Fund

     1,064,115      —     

WSP Goldman Sachs Large Cap Value Fund

     5,050,857      —     

WSP T Rowe Price Growth Stock Fund

     4,563,318      —     

WSP JP Morgan High Yield Bond Fund

     2,444,127      —     

WSP Dreyfus Premier Small Cap Equity Fund

     1,775,915      —     

WSP PIMCO Total Return Fund

     4,392,777      —     

PIMCO Total Return Fund

     14,372,095      —     

Fidelity Spartan Intermediate Treasury Bond Index Fund

     225,151,960      —     
              

Total mutual funds

     2,766,798,160      4,447,513,725   

Wells Fargo Stock Fund Non-ESOP

     69,348,285      124,328,641   

Enhanced Stock Market Fund

     537,100,060  (a)    875,747,150  (a) 

Stable Fund

     1,379,247,473  (a)    1,101,987,995  (a) 

Wells Fargo Stock Fund ESOP

    

Wells Fargo & Company common stock

     276,965,982  (a)    1,076,472,307  (a) 

Cash and cash equivalents

     6,979,128      33,920,676   
              

Total investments at fair value

   $ 5,036,439,088      7,659,970,494   
              

 

(a) Investment is greater than five percent of the Plan’s net assets at the end of the period.

The net depreciation in fair value of the Plan’s investments (including investments bought, sold and held during the year) is presented below.

 

     Year Ended
December 31, 2008
 

Evergreen US Government Fund

   $ (8,877,834

Evergreen Growth Fund

     (98,979,570

Evergreen Core Bond Fund

     (30,553,119

Evergreen Special Value Fund

     (95,151,476

American Europacific Growth Fund

     (345,067,499

Dodge and Cox Balanced Fund

     (259,942,998

Dodge and Cox Stock Fund

     (441,520,787

Hartford Midcap Fund

     (213,565,946

T. Rowe Price Blue Chip Growth Fund

     (136,391,422

Lazard Emerging Markets Fund

     (110,210,438

Vanguard Target Retirement Income Fund

     (2,170,736

Vanguard Target Retirement 2005 Fund

     (921,765

 

(Continued)

4


WACHOVIA SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

 

(Continued)

   Year Ended
December 31, 2008
 

Vanguard Target Retirement 2010 Fund

     (3,295,092

Vanguard Target Retirement 2015 Fund

     (6,016,735

Vanguard Target Retirement 2020 Fund

     (7,263,172

Vanguard Target Retirement 2025 Fund

     (6,367,020

Vanguard Target Retirement 2030 Fund

     (6,153,688

Vanguard Target Retirement 2035 Fund

     (4,950,626

Vanguard Target Retirement 2040 Fund

     (3,133,093

Vanguard Target Retirement 2045 Fund

     (2,303,192

Vanguard Target Retirement 2050 Fund

     (2,798,742

WSP Stable Investment Fund of Wachovia

     (17,054

WSP Diversified Bond Group Trust of Wachovia

     (1,365,897

WSP PIMCO Real Return Fund

     (268,145

WSP PIMCO High Yield Fund

     (124,028

WSP Evergreen International Bond Fund

     15,808   

WSP T Rowe Price Equity Income Fund

     (1,558,508

WSP Enhanced Stock Market Fund of Wachovia

     (1,035,032

WSP Evergreen Select Strategic Growth Fund

     (1,206,306

WSP Evergreen International Growth Fund

     (1,957,701

WSP Boston Co Small Cap Value Fund

     38,207   

WSP American Century Small Co Fund

     35,264   

WSP Alger Small Cap Growth Fund

     (391,989

WSP T Rowe Price Real Estate Fund

     (711,405

WSP Lazard Emerging Markets Fund

     (602,836

WSP Goldman Sachs Large Cap Value Fund

     (2,111,731

WSP T Rowe Price Growth Stock Fund

     (1,998,073

WSP JP Morgan High Bond Yield Fund

     (630,375

WSP Dreyfus Premier Small Cap Equity Fund

     (599,698

WSP PIMCO Total Return Fund

     144,793   

PIMCO Total Return Fund

     377,105   

Fidelity Spartan Intermediate Treasury Bond Index Fund

     19,139,309   

Wells Fargo Stock Fund Non-ESOP

     (154,754,918

Enhanced Stock Market Fund

     (330,627,221

Stable Fund

     54,318,772   

Wells Fargo Stock Fund ESOP - allocated

     (912,697,717

Wells Fargo Stock Fund ESOP - unallocated

     (43,340,713
        

Net depreciation

   $ (3,167,565,043
        

 

(Continued)

5


WACHOVIA SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

 

NOTE 4: INVESTMENT CONTRACTS

The Stable Fund (the “Fund”) invests in a variety of investment contracts such as guaranteed investment contracts (“GICs”) issued by insurance companies and other financial institutions and other investment products (such as separate account contracts and synthetic GICs) with similar characteristics.

Traditional GICs are backed by the general account of the issuer. The Fund deposits a lump sum with the issuer and receives a guaranteed interest rate for a specified period of time. Interest is accrued on either a simple interest or fully compounded basis and paid either periodically or at the end of the contract term. The issuer guarantees that all qualified participant withdrawals will occur at contract value (i.e., principal plus accrued interest).

Separate account GICs are similar in structure to traditional GICs, except that the underlying assets are held in a separate account for the benefit of the Fund. The interest crediting rate is based upon the characteristics of the underlying assets. The issuer guarantees that all qualified participant withdrawals will occur at contract value.

A synthetic GIC is an investment contract, also known as a wrap contract, issued by an insurance company, bank or financial institution, backed by a portfolio of investments that are owned by the Fund. The assets underlying the wrap contract are maintained separate from the contract issuer’s general assets, usually by a third party custodian. These contracts typically provide that realized and unrealized gains and losses on the underlying assets are not reflected immediately in the net assets of the Plan, but rather are amortized, usually over the time to maturity or the duration of the underlying investments, through adjustments to the future interest crediting rate. The issuer guarantees that all qualified participant withdrawals will occur at contract value.

The primary variables impacting future crediting rates of separate account and synthetic GICs include the current yield of the assets within the contract, duration of the assets covered by the contract and the existing difference between the fair value and the contract value of the assets within the contract.

Traditional GICs provide a fixed rate of interest over a specified period of time. Some traditional GICs may reset their rates quarterly or semi-annually when based upon an index. Other traditional GICs have a rate that is guaranteed to the maturity of the contract.

The separate account and synthetic GICs are designed to reset the respective crediting rate on a periodic basis, typically quarterly. The net crediting rate reflects wrap fees paid to the contract issuers. Separate account and synthetic contracts cannot credit an interest crediting rate less than zero percent. The crediting rate of separate account and synthetic contracts tracks current market yields on a trailing basis. The rate reset allows the contract value of the portfolio to converge to the fair value over time, assuming the fair value continues to earn the current portfolio yield for a period of time equal to the current portfolio duration.

The Fund uses one primary crediting rate calculation for synthetic GICs:

CR = [(MV/CV)^(1/D) * (1+Y)]-1

CR = crediting rate

MV = market value of the underlying investments

CV = contract value

D = weighted average duration of the portfolio

Y = weighted average yield to maturity of the underlying investments

The average yield earned by the Fund was 4.88 percent and 5.33 percent during the years ended December 31, 2008 and 2007, respectively. The average yield earned by the Fund with an adjustment to reflect the actual interest rate credited to participants in the Fund was 3.39 percent and 4.63 percent during the years ended December 31, 2008 and 2007, respectively.

 

(Continued)

6


WACHOVIA SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

 

The Fund’s investment contracts are fully benefit-responsive and provide that fund participant initiated withdrawals permitted under the Fund will be paid at contract value. In addition to certain wrap agreement and separate account agreement termination provisions, the contracts generally provide that withdrawals, in certain events, will be paid with a fair value adjustment to the contract value amount of such withdrawal as defined in such contracts. Certain events may include those which are not in the ordinary course of the Fund’s operations and where the issuer determines that such withdrawals will have a material adverse effect on the issuer’s financial interest. While each contract issuer specifies the events which may trigger such a fair value adjustment, typically such events include all or a portion of the following: (i) amendments to the Plan documents or the Fund’s administration that would adversely affect the issuer; (ii) changes to the Fund’s prohibition on competing investment options by participating plans or deletion of equity wash provisions; (iii) complete or partial termination of the Plan or its merger with another plan that would adversely affect the issuer; (iv) the failure of the Plan or its trust to qualify for exemption from federal income taxes or any required prohibited transaction exemption under ERISA; (v) unless made in accordance with the withdrawal provisions of the Fund, the redemption of all or a portion of the interests in the Fund at the direction of the Plan sponsor, including withdrawals due to the removal of a specifically identifiable group of employees from coverage under the Plan (such as a group layoff or early retirement incentive program), or the closing or sale of a subsidiary, employing unit or affiliate, the bankruptcy or insolvency of the Plan sponsor, the merger of the Plan with another plan, or the Plan sponsor’s establishment of another tax qualified defined contribution plan; (vi) any change in law, regulation, ruling, administrative or judicial position or accounting requirement, in any case applicable to the Plan, and (vii) the delivery of any communication to Plan participants designed to influence a participant not to invest in the Fund. At December 31, 2008, the Plan does not believe that the occurrence of any such fair value event which would limit the Fund’s ability to transact at contract value with participants is probable.

Guaranteed investment contracts generally do not permit issuers to terminate the agreement prior to the scheduled maturity date. Wrap contracts and separate account agreements generally are evergreen contracts that contain termination provisions. Wrap agreements permit the Fund’s investment manager or issuer to terminate upon notice at any time at fair value and provide for automatic termination of the wrap contract if the book value or the fair value of the contract equals zero. The issuer is not excused from paying the excess contract value when the fair value equals zero. Wrap contracts that permit the issuer to terminate at fair value generally provide that the Fund may elect to convert such termination to an Amortization Election as described below. In addition, if the Fund defaults in its obligations under the agreement (including the issuer’s determination that the agreement constitutes a non-exempt prohibited transaction as defined under ERISA) and such default is not cured within the time permitted by any cure period, then the wrap contract may be terminated by the issuer and the Fund will receive the fair value as of the date of termination.

Also, wrap contracts generally permit the issuer or investment manager to elect at any time to convert the wrapped portfolio to a declining duration strategy whereby the contract would terminate at a date which corresponds to the duration of the underlying fixed income portfolio (“Amortization Election”). After the effective date of an Amortization Election, the fixed income portfolio must conform to the guidelines agreed upon by the wrap issuer and the investment manager for the Amortization Election period. Such guidelines are intended to result in contract value equaling fair value of the wrapped portfolio by such termination date.

Certain separate account agreements permit the Fund or issuer to elect to terminate the contract, with the Fund having the right to elect to receive either fair value or to make an Amortization Election. In addition, if the Fund defaults in its obligations under the separate account agreement, the issuer may terminate the agreement and the Fund will receive fair value.

 

(Continued)

7


WACHOVIA SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

 

Investment contracts at December 31, 2008 and 2007, are presented below:

 

     December 31, 2008
     Major
Credit
Rating
   Investment
Contract

at Fair Value
   Adjustment
to Contract
Value
    Investment
at Contract
Value

CASH MANAGEMENT ACCOUNTS

          

Dreyfus Cash Management Fund

      $ 333,351,235    —        333,351,235

COLLECTIVE INVESTMENT FUND

          

SEI Stable Asset Fund

        97,177,143    9,458,298      106,635,441

GUARANTEED INVESTMENT CONTRACTS

          

Metropolitan Life Insurance Company

   AA/Aa2      11,969,900    (203,183   11,766,717

Metropolitan Life Insurance Company

   AA/Aa2      12,192,264    (334,648   11,857,616

Metropolitan Life Insurance Company

   AA/Aa2      23,786,311    (2,019,643   21,766,668

Metropolitan Life Insurance Company

   AA/Aa2      10,862,169    (850,087   10,012,082

Pacific Life Insurance Company

   AA/Aa3      21,699,745    (1,677,122   20,022,623

Principal Life Insurance Company

   AA/Aa2      11,773,765    (68,735   11,705,030

Principal Life Insurance Company

   AA/Aa2      11,536,532    (667,738   10,868,794

SEPARATE ACCOUNT CONTRACT

          

Metropolitan Life Insurance Company

   AA/Aa2      32,763,540    (168,356   32,595,184

SYNTHETIC GUARANTEED INVESTMENT CONTRACTS

          

AIG Financial Products

   A-/Aa3      126,087,920    12,362,890      138,450,810

Bank of America

   AA-/Aaa      125,895,168    12,343,991      138,239,159

JP Morgan Chase Bank

   AA-/Aaa      126,220,873    12,375,926      138,596,799

Rabobank

   AAA/Aaa      126,111,378    12,365,191      138,476,569

Royal Bank of Canada

   AA-/Aaa      66,070,623    6,310,662      72,381,285

State Street Bank & Trust Company

   AA/Aa1      126,217,097    12,375,556      138,592,653

NATIXIS Financial Products

   AAA/Aaa      109,952,913    12,046,738      121,999,651
                    

Total investment contracts

        943,140,198    74,191,442      1,017,331,640

Accrued receivable on assets of the Stable Fund

        5,578,897    —        5,578,897
                    

Total

      $ 1,379,247,473    83,649,740      1,462,897,213
                    

 

(Continued)

8


WACHOVIA SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

 

     December 31, 2007
     Major
Credit
Rating
   Investment
Contract

at Fair Value
   Adjustment
to Contract
Value
    Investment
at Contract
Value

CASH MANAGEMENT ACCOUNTS

          

Dreyfus Cash Management Fund

      $ 58,714,020    —        58,714,020

COLLECTIVE INVESTMENT FUND

          

SEI Stable Asset Fund

        100,071,561    2,626,850      102,698,411

GUARANTEED INVESTMENT CONTRACTS

          

Metropolitan Life Insurance Company

   AA/Aa2      11,359,419    (71,317   11,288,102

Metropolitan Life Insurance Company

   AA/Aa2      11,496,905    (135,771   11,361,134

Metropolitan Life Insurance Company

   AA/Aa2      21,704,308    (1,082,169   20,622,139

Monumental Life Insurance Company

   AA/Aa3      10,973,893    (12,397   10,961,496

Monumental Life Insurance Company

   AA/Aa3      11,024,125    (60,727   10,963,398

Principal Life Insurance Company

   AA/Aa2      11,244,755    (831   11,243,924

Principal Life Insurance Company

   AA/Aa2      10,733,427    (426,697   10,306,730

SEPARATE ACCOUNT CONTRACT

          

Metropolitan Life Insurance Company

   AA/Aa2      31,906,933    (726,073   31,180,860

SYNTHETIC GUARANTEED INVESTMENT CONTRACTS

          

AIG Financial Products

   AA/Aa2      127,465,737    943,344      128,409,081

Bank of America

   AA+/Aaa      127,418,980    942,998      128,361,978

UBS Warburg

   AA/Aaa      127,559,230    944,034      128,503,264

Rabobank

   AAA/Aaa      127,468,994    943,368      128,412,362

Royal Bank of Canada

   AA-/Aaa      68,610,470    1,581,502      70,191,972

State Street Bank & Trust Company

   AA/Aa1      127,560,931    944,048      128,504,979

NATIXIS Financial Products

   AAA/Aaa      116,141,166    (590,188   115,550,978
                    

Total investment contracts

        942,669,273    3,193,124      945,862,397

Accrued receivable on assets of the Stable Fund

        533,141    —        533,141
                    

Total

      $ 1,101,987,995    5,819,974      1,107,807,969
                    

The following is a reconciliation of adjustment from fair value to contract value:

 

     Year Ended
December 31, 2008

Beginning balance

   $ 5,819,974

Increase in fair value to contract value

     77,829,766
      

Ending balance

   $ 83,649,740
      

 

(Continued)

9


WACHOVIA SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

 

NOTE 5: INCOME TAX STATUS

The Internal Revenue Service has determined and informed the Plan sponsor by a letter dated October 21, 2005, that the Plan is qualified and the trust established under the Plan is tax-exempt under the appropriate sections of the Code. The Plan has been amended since receiving the determination letter. However the Companies believe that the Plan is currently designed and has been operated in compliance with applicable requirements of the Code. Therefore, the Companies believe that the Plan was qualified and the related trust was tax-exempt as of December 31, 2008. Therefore, no provision for income taxes has been made in the accompanying financial statements. The Committee files an annual information return with the Department of Labor.

In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109 (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 was effective for fiscal years beginning after December 15, 2006. The Plan’s adoption of FIN 48 on January 1, 2007, did not have a material impact on the statement of net assets available for benefits or statement of changes in net assets available for benefits.

NOTE 6: FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

The Plan adopted Statement of Financial Accounting Standards (“SFAS”) No. 157, Fair Value Measurements, on January 1, 2008, on a prospective basis. SFAS 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS 157 requires that a fair value measurement reflect assumptions market participants would use in pricing an asset or liability. The adoption of this standard did not have a significant impact on the Plan’s financial statements.

SFAS 157 defines “fair value” as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal market, or if none exists, the most advantageous market, for the specific asset or liability at the measurement date (referred to as an “exit price”). SFAS 157 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy under SFAS 157 are:

Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities at the measurement date.

Level 2 Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. SFAS 157 requires the Plan to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

DETERMINATION OF FAIR VALUE

In determining fair value, the Plan uses market prices of the same or similar instruments whenever such prices are available, even in situations where trading volume may be low when compared with prior periods as has been the case during the current market disruption. A fair value measurement assumes that an asset or liability is exchanged in an orderly transaction between market participants, and accordingly, fair value is not determined based upon a forced liquidation or distressed sale. Where necessary, the Plan estimates fair value using other market observable data such as prices for synthetic or derivative instruments, market indices, industry ratings of underlying collateral or models employing techniques such as discounted cash flow analyses. The discount rate used will vary among different types of financial instruments, and particularly in the case of illiquid markets, is appropriately adjusted to reflect the illiquidity of the markets. The assumptions used in the models, which typically include assumptions for interest rates, credit losses and prepayments, are corroborated by and independently verified against market observable data where possible. Where appropriate, the Plan may use a combination of these valuation approaches.

 

(Continued)

10


WACHOVIA SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

 

Where the market price of the same or similar instruments is not available, the valuation of financial instruments becomes more subjective and involves a high degree of judgment. Where modeling techniques are used, the models are subject to independent validation procedures in accordance with applicable risk management policies and procedures. Further, pricing data is subject to independent verification.

The following sections describe the valuation methodologies used by the Plan to measure investments at fair value and specify the level in the fair value hierarchy where various investments are generally classified. Valuation models, significant inputs to those models and any significant assumptions are included where appropriate.

MUTUAL FUNDS

Investments in mutual funds are valued at fair value based upon quoted prices in an active market.

WELLS FARGO STOCK FUND - NON-ESOP

Investments in the Company’s common stock are valued at quoted market prices.

ENHANCED STOCK MARKET FUND

Investments in the Enhanced Stock Market Fund, a collective investment fund, are valued at fair value based upon the quoted market prices of the underlying net assets. The unit price is quoted on a private market that is not active; however, the unit price is based on underlying investments which are traded on an active market.

WELLS FARGO STOCK FUND - ESOP

The Wells Fargo Stock Fund ESOP, allocated and unallocated, are managed as unitized accounts that hold Wells Fargo common stock and a small percentage of a short-term investment fund to provide daily liquidity. Investments in the Company’s common stock are valued at quoted market prices. The fair values of cash management accounts are stated at cost which approximates fair value.

STABLE FUND

As described in Note 4, the fair value of a guaranteed investment contract is based on the present value of future cash flows using the current discount rate. The discount rate and future cash flows are directly observable inputs. Similarly, the fair value of a wrapper contract provided by a security-backed contract issuer is the present value of the difference between the current wrapper fee and the contracted wrapper fee. The fees and discount rate are also directly observable inputs.

The fair values of the security-backed contracts are based on the cumulative value of their underlying portfolios and wrapper contracts. Investments in security-backed contracts are similar to positions in investment funds, as the security-backed contracts allow for periodic deposits and withdrawals. Prices for securities held in the underlying portfolios are primarily obtained from independent pricing services. These prices are based on observable market data for the same or similar securities. To a lesser extent, indicative quotes are obtained from independent brokers. Broker prices may be based on observable market data for the same or similar securities. Finally, when accurate prices are unavailable from either of those two sources, securities may be priced internally, using a combination of observable and unobservable market data. All prices are validated through internal price models.

The fair values of cash management accounts are stated at cost which approximates fair value.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

The following table presents the Plan’s assets that are measured on a recurring basis at December 31, 2008, for each of the fair value hierarchy levels.

 

     December 31, 2008
     Level 1    Level 2    Level 3    Total

INVESTMENTS

           

Mutual Funds

   $ 2,766,798,160    —      —      2,766,798,160

Wells Fargo Stock Fund Non-ESOP

     69,348,285    —      —      69,348,285

Enhanced Stock Market Fund

     —      537,100,060    —      537,100,060

Stable Fund

     —      1,379,247,473    —      1,379,247,473

Company common stock

     276,965,982    —      —      276,965,982

Short-term investments

     —      6,979,128    —      6,979,128
                     

Total investments at fair value

   $ 3,113,112,427    1,923,326,661    —      5,036,439,088
                     

 

(Continued)

11


WACHOVIA SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

 

NOTE 7: RELATED PARTY TRANSACTIONS

The Evergreen U.S. Government Fund, the Evergreen Growth Fund, the Evergreen Core Bond Fund, the Evergreen Special Value Fund, the WSP Stable Investment Fund of Wachovia, the WSP Diversified Bond Group Trust of Wachovia, the WSP Evergreen International Bond Fund, the WSP Enhanced Stock Market Fund of Wachovia, the WSP Evergreen Select Strategic Growth Fund, and the WSP Evergreen International Growth Fund, are mutual funds managed by subsidiaries of Wachovia Bank, National Association, which is a subsidiary of Wells Fargo. The Wells Fargo Stock Fund ESOP and the Wells Fargo Stock Fund Non-ESOP are also managed by Wachovia Bank, National Association, and are principally comprised of shares of Wells Fargo common stock. Dividends received by the Plan from Wachovia common stock during 2008 were $38,978,951, as Wachovia common stock did not convert to Wells Fargo common stock until the merger was completed on December 31, 2008. The Enhanced Stock Market Fund and the Stable Fund investments are managed by Wachovia Bank, National Association.

Wachovia Bank, National Association, a party-in-interest, serves as the trustee for the Plan. In 2008, the Companies paid administrative expenses on behalf of the Plan of $3,105,521 and these expenses are not reflected in the accompanying financial statements.

Certain Plan investments are shares of mutual funds managed by companies that are not considered parties-in-interest. These non-related mutual fund companies pay a sub-transfer agent fee to the Plan for services provided by the trustee. These monies are deposited into an interest-bearing money market account, and are used to pay expenses of the Plan. In 2008, the Plan received $2,372,466 in sub-transfer agent fees, and earned an additional $13,173 in interest. These amounts were used to pay 2008 Plan expenses.

The Evergreen Ultra Short Opportunities Fund (the “Ultra Short Fund”) was an investment held by the Stable Fund during 2007 and a portion of 2008. On June 19, 2008, following a decline in the net asset value of the Ultra Short Fund, the Board of Trustees of the Evergreen Funds approved a plan to liquidate the Ultra Short Fund at $7.48 per share and the Ultra Short Fund was liquidated at that price. On June 26, 2008, Wachovia contributed $12.3 million to the Plan, which was intended to offset the effect of the diminution in value of the Stable Fund in part related to the Stable Fund’s investment in the Ultra Short Fund from May 31, 2008 to June 18, 2008. On June 8, 2009, certain Evergreen entities entered into a settlement with the Securities and Exchange Commission and the Securities Division of the Secretary of the Commonwealth of Massachusetts relating to their investigations of matters concerning, among other things, the valuation of the Ultra Short Fund. As part of the settlement, Evergreen is required to distribute up to $40.125 million to eligible former shareholders of the Ultra Short Fund, which may include the Stable Fund, pursuant to a methodology set forth in the settlement and approved by the regulators.

NOTE 8: LOAN PAYABLE

Upon the merger of the CoreStates Employee Stock Ownership and Savings Plan into the Plan in 1999, Wachovia Bank, National Association, assumed all obligations of CoreStates Financial Corp under the loan agreement dated October 27, 1994, pursuant to which Meridian Trust Company issued to Meridian Bancorp, Inc. its promissory note dated October 27, 1994, in the amount of $60,000,000, with a maturity date of October 1, 2014, and bearing an interest rate of 8.85 percent. The Companies are obligated to make contributions to maintain debt service.

The loan was originally collateralized by 3,274,816 shares of Wachovia Corporation common stock. The loan repayment schedule is presented below:

 

2009

   $ 3,923,154

2010

     4,282,046

2011

     4,673,771

2012

     5,101,330

2013

     5,568,003

Thereafter

   $ 6,077,368

 

(Continued)

12


WACHOVIA SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

 

As the Plan makes each payment of principal and interest, an appropriate percentage of common stock will be available to fund the Companies’ one percent match in accordance with the provisions of the Plan document. If shares made available after payment of principal are in excess of those amounts required to fund the Companies’ one percent matching contribution, those shares may be utilized to fund the Companies’ matching contribution where participants have elected to invest in the Wells Fargo Stock Fund or in participant contributions where participants have elected to invest in Wells Fargo common stock. Shares vest fully upon allocation. Dividends allocated to each participant’s account are reinvested in additional units of Wells Fargo common stock or paid out in cash at each participant’s election. Dividends on unallocated shares not distributed currently to participants may be either distributed or reinvested in Wells Fargo common stock at the discretion of the Companies. The Companies have elected to reinvest the dividends.

The borrowing is collateralized by 230,782 unallocated shares of Wells Fargo common stock at December 31, 2008, and is guaranteed by the Companies. In 2008, 204,676 of Wachovia shares were released based on principal and interest paydowns on the loan. The lender has no rights against shares once they are allocated under the Plan. Accordingly, the financial statements of the Plan present separately the assets and liabilities and changes therein pertaining to: (a) the accounts of employees with vested rights in allocated stock (Allocated), and (b) stock not yet allocated to employees (Unallocated).

Each participant is entitled to exercise voting rights attributable to the shares allocated to his or her account and is notified by the Trustee prior to the time that such rights are to be exercised. The Trustee is required to vote all shares in the Plan, including unallocated shares, in proportion to the response received for participants and beneficiaries with respect to stock allocated to participant accounts.

The fair value of the loan payable is based on the current rates available to the Plan for debt with the same or similar maturities and terms. At December 31, 2008 and 2007, the loan payable was recorded at $29,625,672 and $33,220,013, respectively, and had an estimated fair value of $29,844,161 and $38,751,983, respectively.

NOTE 9: RISKS AND UNCERTAINTIES

The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investments securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

Eight putative class action lawsuits were filed in the Southern District of New York against the former Wachovia Corporation and members of its Board of Directors, Wachovia Bank, National Association, and members of the former Wachovia Benefits Committee. The lawsuits seek damages allegedly resulting from the decision to continue to offer Wachovia common stock as an investment option in the Plan. One case has been dismissed and the remaining seven have been consolidated and are being transferred to federal court in Charlotte, North Carolina. The Plan itself is not named as a defendant in these lawsuits. Wells Fargo intends to defend the litigation vigorously.

NOTE 10: RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

Reconciliation of net assets available for benefits reported in the financial statements to the net assets reported on line 1(l) of Form 5500 Schedule H, Part I, as of December 31, 2008 and 2007, is presented below.

 

     December 31,  
     2008     2007  

Net assets available for benefits reported in the financial statements

   $ 5,348,415,331      8,280,539,579   

Adjustment from fair value to contract value for fully benefit-responsive investment contracts

     (83,649,740   (5,819,974
              

Net assets available for benefits reported on Form 5500

   $ 5,264,765,591      8,274,719,605   
              

 

(Continued)

13


WACHOVIA SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

 

Reconciliation of total additions to plan assets reported in the financial statements to the total income plus transfers reported on line 2(b) of Form 5500 Schedule H, Part II, as of December 31, 2008, is presented below.

 

     December 31,
2008
 

Total additions to plan assets, net of investment loss reported in the financial statements

   $ (2,064,404,748

Change in adjustment from fair value to contract value for fully benefit-responsive investment contracts

     (77,829,766
        

Total loss plus transfers in as reported on Form 5500

   $ (2,142,234,514
        

NOTE 11: NEW ACCOUNTING PRONOUNCEMENT

In October 2008, the FASB issued FSP FAS 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active, which clarifies the application of SFAS 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 is 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 was effective immediately and applied to prior periods for which financial statements have not been issued, including interim or annual periods ending on or before September 30, 2008. The adoption of FSP FAS 157-3 did not have a significant impact on the Plan’s financial statements.

NOTE 12: SUBSEQUENT EVENTS

The Company intends to merge the Plan and transfer the Plan assets into the Wells Fargo & Company 401(k) Plan (“Wells Fargo Plan”) as of December 31, 2009. As such, all participants’ accounts of the Plan will transfer in total to the Wells Fargo Plan and will be subject to the Wells Fargo Plan’s provisions, as amended, effective January 1, 2010.

 

14


SCHEDULE 1

Page 1

WACHOVIA SAVINGS PLAN

Schedule H, Line 4i - Schedule of Assets (Held at End of Year)

 

     December 31,2008

Identity of Issue

   Par Value
or Number
of Units
   Current
Value

MUTUAL FUNDS

     

Evergreen Growth Fund*

   13,840,818    $ 129,134,828

Evergreen Core Bond Fund*

   5,817,363      63,718,741

Evergreen Special Value Fund*

   13,806,229      190,940,142

American Europacific Growth Fund

   14,956,680      418,039,214

Dodge and Cox Balanced Fund

   8,150,345      417,786,664

Dodge and Cox Stock Fund

   6,607,312      491,385,787

Hartford Midcap Fund

   20,732,387      336,071,993

T. Rowe Price Blue Chip Growth Fund

   8,384,109      192,918,351

Lazard Emerging Markets Portfolio

   9,296,068      101,141,216

Vanguard Target Retirement Income Fund

   1,564,543      14,894,448

Vanguard Target Retirement 2005 Fund

   478,230      4,634,045

Vanguard Target Retirement 2010 Fund

   644,991      11,358,289

Vanguard Target Retirement 2015 Fund

   2,012,196      19,216,475

Vanguard Target Retirement 2020 Fund

   1,337,171      22,156,916

Vanguard Target Retirement 2025 Fund

   1,909,301      17,699,220

Vanguard Target Retirement 2030 Fund

   994,981      15,462,006

Vanguard Target Retirement 2035 Fund

   1,372,787      12,698,278

Vanguard Target Retirement 2040 Fund

   519,431      7,858,995

Vanguard Target Retirement 2045 Fund

   637,721      6,102,990

Vanguard Target Retirement 2050 Fund

   480,399      7,292,461

WSP Stable Investment Fund of Wachovia*

   158,674      1,584,379

WSP Diversified Bond Group Trust of Wachovia*

   511,400      4,445,397

WSP PIMCO Real Return Fund

   236,317      2,074,741

WSP PIMCO High Yield Fund

   49,261      383,244

WSP Evergreen International Bond Fund*

   153,909      1,546,681

WSP T Rowe Price Equity Income Fund

   596,658      4,271,532

WSP Enhanced Stock Market Fund of Wachovia*

   390,783      2,811,096

WSP Evergreen Select Strategic Growth Fund*

   452,183      3,304,238

WSP Evergreen International Growth Fund*

   716,280      4,664,629

WSP Alger Small Cap Growth Fund

   135,112      901,669

WSP T Rowe Price Real Estate Fund

   230,361      1,484,331

WSP Lazard Emerging Markets Fund

   193,321      1,064,115

WSP Goldman Sachs Large Cap Value Fund

   723,867      5,050,857

WSP T Rowe Price Growth Fund

   685,646      4,563,318

WSP JP Morgan High Yield Bond Fund

   305,150      2,444,127

WSP Dreyfus Premier Small Cap Equity Fund

   254,382      1,775,915

WSP PIMCO Total Return Fund

   424,969      4,392,777

PIMCO Total Return Fund

   973,930      14,372,095

Fidelity Spartan Intermediate Treasury Index Bond Fund

   19,510,568      225,151,960
           

Total mutual funds

        2,766,798,160
           

Wells Fargo Stock Fund Non-ESOP*

   22,854,789      69,348,285
           

Enhanced Stock Market Fund *

   8,081,906      537,100,060
           

See accompanying Report of Independent Registered Public Accounting Firm.


SCHEDULE 1

Page 2

WACHOVIA SAVINGS PLAN

Schedule H, Line 4i - Schedule of Assets (Held at End of Year)

 

     December 31,2008

Identity of Issue

   Par Value
or Number
of Units
   Current
Value

STABLE FUND *

     

CASH MANAGEMENT ACCOUNTS

     

Dreyfus Cash Management Fund

   333,351,235    333,351,235
         

COLLECTIVE INVESTMENT FUND

     

SEI Stable Asset Fund

   106,635,441    97,177,143
         

GUARANTEED INVESTMENT CONTRACTS

     

Metropolitan Life Insurance Company, Contract #29217, 4.24%, due 10/15/09

   10,000,000    11,969,900

Metropolitan Life Insurance Company, Contract #29194, 4.37%, split maturity, 50% due 1/15/10, 50% due 4/15/10

   10,000,000    12,192,264

Metropolitan Life Insurance Company, Contract #29737 5.55%, split maturity, 50% due 2/15/11, 50% due 6/15/11

   20,000,000    23,786,311

Metropolitan Life Insurance Company, Contract #31905, 4.41%, due 3/15/12

   10,000,000    10,862,169

Pacific Life Insurance Company, Contract #G-27374.01.0000, 4.29%, split maturity, 50% due 11/15/11, 50% due 11/15/12

   20,000,000    21,699,745

Principal Life Insurance Company, Contract #4-40344-5, 4.10%, due 4/15/09

   10,000,000    11,773,765

Principal Life Insurance Company, Contract #4-40344-6, 5.46%, due 8/16/10

   10,000,000    11,536,532
         

Total investment contracts

      103,820,686
         

SEPARATE ACCOUNT CONTRACT

     

Metropolitan Life Insurance Company, Contract #25204, 4.40%, open-ended maturity**

   32,595,184    32,763,540
         

SYNTHETIC GUARANTEED INVESTMENT CONTRACTS

     

AIG Financial Products, Contract #443423, 3.90%, open-ended maturity**

   111,435,716    126,087,920

Bank of America, Contract #02-135, 3.21%, open-ended maturity**

   111,435,716    125,895,168

JP Morgan Chase Bank, Contract #AWachovia401k, 4.07%, open-ended maturity**

   111,435,716    126,220,873

Rabobank, Contract #WAC010401, 3.91%, open-ended maturity**

   111,435,716    126,111,378

Royal Bank of Canada #NYDWI10WACH0104, 2.70%, open-ended maturity**

   60,000,000    66,070,623

State Street Bank & Trust Company, Contract #102-078, 4.04%, open-ended maturity**

   111,435,716    126,217,097

Collective investment funds

     

Dwight Target 2 Fund and Dwight Target 5 Fund (a)

   617,178,580    696,603,059
         

Total AIG, Bank of America, JP Morgan, Rabobank, RBC and State Street contracts

   617,178,580    696,603,059
         

NATIXIS Financial Products, Contract #1843-01, 3.66%, open-ended maturity**

     

Collective investment fund

     

Dwight Intermediate Core Plus Fund

   90,000,000    109,952,913
         

Total NATIXIS contract

   90,000,000    109,952,913
         

Total synthetic guaranteed investment contracts

      806,555,972
         

Accrued receivable on assets of the Stable Fund

      5,578,897
         

Total Stable Fund

      1,379,247,473
         

See accompanying Report of Independent Registered Public Accounting Firm.


SCHEDULE 1

Page 3

WACHOVIA SAVINGS PLAN

Schedule H, Line 4i - Schedule of Assets (Held at End of Year)

 

     December 31,2008

Identity of Issue

   Par Value
or Number
of Units
   Current
Value

WELLS FARGO STOCK FUND ESOP

     

Wells Fargo & Company common stock *

     

Allocated

   9,164,265      270,162,542

Unallocated (b)

   230,782      6,803,440

Cash and cash equivalents

     

Allocated

   6,914,059      6,914,059

Unallocated (c)

   65,069      65,069
           

Total Employee Stock Ownership Plan

        283,945,110
           

Total investments

        5,036,439,088
           

Participant loans, various maturities, rates from 3.25% to 10.50% *

        257,664,579
           

Total

      $ 5,294,103,667
           

 

* Party-in-Interest.
** Investment with periodic credit interest-rate reset.
(a) The fair values of the Dwight Target 2 and Dwight Target 5 funds are $383,716,341 and $312,886,718, respectively.
(b) Cost of plan assets for this nonparticipant-directed investment is $18,116,018.
(c) Cost of plan assets for this nonparticipant-directed investment is $65,069.

See accompanying Report of Independent Registered Public Accounting Firm.


SIGNATURES

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, Wells Fargo & Company, the Plan Administrator, has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

WACHOVIA SAVINGS PLAN

By: Wells Fargo &Company, as Plan Administrator

/s/ Hope Hardison

Hope Hardison
Executive Vice President & Director of Compensation & Benefits
Wells Fargo & Company
June 24, 2009


EXHIBIT INDEX

 

Exhibit No.

  

Description

   Location
(23)    Consent of Independent Registered Public Accounting Firm    Filed herewith