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SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 x    o
  Wachovia Corporation
  North Carolina
(State or other jurisdiction of 
incorporation or organization)
    
    56-0898180
(I.R.S. Employer
Identification No.)
 Wachovia Corporation
One Wachovia Center
Charlotte, North Carolina 28288-0013
 (704) 374-6565
  x o
  Large accelerated filer x
    
    Accelerated filer oNon-accelerated filer o (Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o x
 APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
 o o
 APPLICABLE ONLY TO CORPORATE ISSUERS:




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TABLE OF CONTENTS  PART I  FINANCIAL INFORMATIONForward-Looking StatementsItem 1. Financial Statements.Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.Item 3. Quantitative and Qualitative Disclosures About Market Risk.Item 4. Controls and Procedures.Part II. OTHER INFORMATIONItem 1. Legal Proceedings.Item 1A. Risk Factors.Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.Item 3. Defaults Upon Senior Securities.Item 4. Submission of Matters to a Vote of Security Holders.Item 5. Other Information.Item 6. Exhibits.SIGNATURESEXHIBIT INDEXEX-(12)(a)EX-(12)(b)EX-(19)EX-(31)(a)EX-(31)(b)EX-(32)(a)EX-(32)(b)    Table of Contents  
 PART I  FINANCIAL INFORMATION
 
 Forward-Looking Statements
 Wachovia Corporation (formerly named First Union Corporation, Wachovia) may from time to time
make written or oral forward-looking statements, including statements contained in Wachovias
filings with the Securities and Exchange Commission (including this Quarterly Report on Form 10-Q
and the Exhibits hereto), in its reports to stockholders and in other Wachovia communications.
These statements relate to future, not past, events.
 These forward-looking statements include, among others, statements with respect to Wachovias
beliefs, plans, objectives, goals, guidelines, expectations, financial condition, results of
operations, future performance and business, including without limitation, (i) statements relating
to the benefits of the proposed acquisition of Wachovia by Wells Fargo & Company (Wells Fargo)
announced on October 3, 2008 (the Wells Fargo Merger), including future financial and operating
results, cost savings, enhanced revenues and the accretion or dilution to reported earnings that
may be realized from the Wells Fargo Merger, (ii) statements relating to the benefits of the merger
between Wachovia and A.G. Edwards, Inc. (the A.G. Edwards Merger and together with the Wells
Fargo Merger, the Mergers), completed on October 1, 2007, including future financial and
operating results, cost savings, enhanced revenues and the accretion or dilution to reported
earnings that may be realized from the A.G. Edwards Merger, (iii) statements regarding Wachovias
goals and expectations with respect to earnings, earnings per share, revenue, expenses and the
growth rate in such items, as well as other measures of economic performance, including statements
relating to estimates of credit quality trends, and (iv) statements preceded by, followed by or
that include the words may, could, should, would, believe, anticipate, estimate,
expect, intend, plan, projects, outlook or similar expressions. These forward-looking
statements are based upon the current beliefs and expectations of Wachovias management and are
subject to significant risks and uncertainties that are subject to change based on various factors
(many of which are beyond Wachovias control). Actual results may differ from those set forth in
the forward-looking statements.
 The following factors, among others, could cause Wachovias financial performance to differ
materially from that expressed in any forward-looking statements: (1) the risk that the businesses
of Wachovia and Wells Fargo in connection with the Wells Fargo Merger or the businesses of Wachovia
and A.G. Edwards in connection with the A.G. Edwards Merger will not be integrated successfully or
such integration may be more difficult, time-consuming or costly than expected; (2) expected
revenue synergies and cost savings from the Mergers may not be fully realized or realized within
the expected time frame; (3) revenues following the Mergers may be lower than expected; (4) deposit
attrition, operating costs, customer loss and business disruption following the Mergers, including,
without limitation, difficulties in maintaining relationships with employees, may be greater than
expected; (5) the strength of the United States economy in general and the strength of the local
economies in which Wachovia conducts operations may be different than expected, resulting in, among
other things, a deterioration in credit quality or a reduced demand for credit, including the
resultant effect on Wachovias loan portfolio and allowance for loan losses; (6) the effects of,
and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of
the Board of Governors of the Federal Reserve System; (7) inflation, interest rate, market and
monetary fluctuations; (8) adverse conditions in the stock market, the public debt market and other
capital markets (including changes in interest rate conditions) and the impact of such conditions
on Wachovias capital markets and capital management activities, including, without limitation,
Wachovias mergers and acquisition advisory business, equity and debt underwriting activities,
private equity investment activities, derivative securities activities, investment and wealth
management advisory businesses, and brokerage activities; (9) the timely development of competitive
new products and services by Wachovia and the acceptance of these products and services by new and
existing customers; (10) the willingness of customers to accept third party products marketed by
Wachovia; (11) the willingness of customers to substitute competitors products and services for
Wachovias products and services and vice versa; (12) the impact of changes in financial services
laws and regulations (including laws concerning taxes, banking, securities and insurance); (13)
technological changes; (14) changes in consumer spending and saving habits; (15) the effect of
corporate restructurings, acquisitions and/or dispositions we may undertake from time to time, and
the actual restructuring and other expenses related thereto, and the failure to achieve the
expected revenue growth and/or expense savings from such corporate restructurings, acquisitions
and/or dispositions; (16) the growth and profitability of Wachovias noninterest or fee income
being less than expected; (17) unanticipated regulatory or judicial proceedings or rulings; (18)
the impact of changes in accounting principles; (19) adverse changes in financial performance
and/or condition of Wachovias borrowers which could impact repayment of such borrowers
outstanding loans; (20) the impact on Wachovias businesses, as well as on




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the risks set forth above, of various domestic or international military or terrorist activities or
conflicts; and (21) Wachovias success at managing the risks involved in the foregoing.
 Wachovia cautions that the foregoing list of important factors is not exclusive. Wachovia does not
undertake to update any forward-looking statement, whether written or oral, that may be made from
time to time by or on behalf of Wachovia.




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Item 1. Financial Statements.
      
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
   
 Item 3. Quantitative and Qualitative Disclosures About Market Risk.
   
 Item 4. Controls and Procedures.
 Evaluation of Disclosure Controls and Procedures
 Changes in Internal Control Over Financial Reporting




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Part II. OTHER INFORMATION
 
 Item 1. Legal Proceedings.
  Le Natures, Inc.
 Interchange Litigation.
 Payment Processing Center. Faloney Harrison
 Municipal Derivatives Bid Practices Investigation.
 Auction Rate Securities. Baytide
Petroleum v. Wachovia Securities, LLC, et al. Mayfield v. Wachovia Securities, LLC, et al. Mayor
and City of Baltimore v. Wachovia Securities, LLC, et al.,
 Golden West and Related Litigation. Lipetz Estate of Romain Arace v. Wachovia Corporation, et al.,
 Evergreen Ultra Short Opportunities Fund (the Fund) Investigation.




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Keefe v. EIMCO , et al.; Krantzberg v. Evergreen Fixed Income Trust, et al.; Mierzwinski v.
EIMCO , et al.,
 Merger Related Litigation. Citigroup, Inc. Wachovia Corp., et al.,
 Wachovia Corp. Citigroup, Inc Wells Fargo Citigroup, Inc.
 Irving Ehrenhaus John D.
Baker, et al.,
 Data Treasury Litigation.
 Outlook




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Item 1A. Risk Factors.
 Form 10-K.
 Wells Fargo Merger.
 
    
    deposit attrition, operating costs, customer loss and business disruption before and
following the completion of the Wells Fargo Merger, including, without limitation,
difficulties in maintaining relationships with employees, may be greater than expected;
    
    the inability to obtain governmental approvals of the Wells Fargo Merger on the proposed
terms and schedule;
    
    the failure of Wachovias shareholders to approve the Wells Fargo Merger and/or the
failure to complete the Wells Fargo Merger on the proposed terms and schedule; and
    
    the current disruption and volatility in global financial markets, as well as current
adverse global economic conditions, may continue before and after completion of the Wells
Fargo Merger and could negatively impact the operations of Wachovia, including, without
limitation, its businesses, financial results, liquidity and financial condition, and the
combined company following the Wells Fargo Merger.
 
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
 Purchases of Equity Securities by the Issuer and Affiliated Purchasers.




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Issuer Repurchases of Equity Securities
 Maximum Number (orTotal Number of
    
    
    Approximate DollarShares Purchased as
    
    
    Value) of SharesTotal Number of
    
    
    Average Price
    
    
    Part of Publicly
    
    
    that May Yet BeShares
    
    
    Paid
    
    
    Announced Plans or
    
    
    Purchased Under thePeriod (1)
    
    
    Purchased (2)
    
    
    per Share
    
    
    Programs (3)
    
    
    Plans or Programs (3)July 1, 2008 to July 31, 2008
    
    
    
    
    
    
    
    
    
    
    
    18,952,721August 1, 2008 to August 31, 2008
    
    
    
    
    
    
    
    
    September 1, 2008 to September 30, 2008
    
    
    
    
    
    
    
    
    Total
    
    
    
    
    
    
    
    
    
    
    
    18,952,721
 
    Recent Sales of Unregistered Securities.




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Item 3. Defaults Upon Senior Securities.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
  
 Item 5. Other Information.
  
 Item 6. Exhibits.
 Exhibit No.
    
    Description(2)(a)
    
    Agreement and Plan of Merger between Wachovia and Wells Fargo & Company, dated as of
October 3, 2008. (Incorporated by reference to Exhibit 2.1 to Wachovias Current Report on
Form 8-K dated October 9, 2008)(2)(b)
    
    Share Exchange Agreement between Wachovia and Wells Fargo & Company, dated as of October
3, 2008. (Incorporated by reference to Exhibit 2.2 to Wachovias Current Report on Form 8-K
dated October 9, 2008)(3)(a)
    
    Restated Articles of Incorporation of Wachovia. (Incorporated by reference to Exhibit
(3)(a) to Wachovias 2001 Third Quarter Report on Form 10-Q.)(3)(b)
    
    Articles of Amendment to Articles of Incorporation of Wachovia. (Incorporated by
reference to Exhibit (3)(b) to Wachovias 2002 Annual Report on Form 10-K.)(3)(c)
    
    Articles of Amendment to Articles of Incorporation of Wachovia. (Incorporated by
reference to Exhibit (3)(c) to Wachovias 2002 Annual Report on Form 10-K.)(3)(d)
    
    Articles of Amendment to Articles of Incorporation of Wachovia. (Incorporated by
reference to Exhibit 4.1 to Wachovias Current Report on Form 8-K dated February 1, 2006.)(3)(e)
    
    Articles of Amendment to Wachovias Articles of Incorporation. (Incorporated by reference
to Exhibit (3)(a) to Wachovias Current Report on Form 8-K dated April 18, 2007.)(3)(f)
    
    Articles of Amendment to Wachovias Articles of Incorporation. (Incorporated by reference
to Exhibit 3.1 to Wachovias Current Report on Form 8-K dated December 21, 2007.)(3)(g)
    
    Articles of Amendment to Wachovias Articles of Incorporation. (Incorporated by reference
to Exhibit 3.1 to Wachovias Current Report on Form 8-K dated February 8, 2008.)(3)(h)
    
    Articles of Amendment to Wachovias Articles of Incorporation. (Incorporated by reference
to Exhibit 3.1 to Wachovias Current Report on Form 8-K dated April 17, 2008.)(3)(i)
    
    Articles of Amendment to Wachovias Articles of Incorporation. (Incorporated by reference
to Exhibit 3.1 to Wachovias Current Report on Form 8-K dated October 20, 2008)(4)(a)
    
    Amendment to Wachovias Shareholder Protection Rights Agreement. (Incorporated by
reference to Exhibit 4.1 of Wachovias Current Report on Form 8-K dated October 9, 2008)(4)(b)
    
    Instruments defining the rights of security holders, including indentures.*(10)
    
    Employment Agreement, dated as of September 8, 2008, between Wachovia and David K. Zwiener.
(Incorporated by reference to Wachovias Current Report on Form 8-K dated September 8, 2008)(12)(a)
    
    Computations of Consolidated Ratios of Earnings to Fixed Charges.(12)(b)
    
    Computations of Consolidated Ratios of Earnings to Fixed Charges and Preferred Stock
Dividends.(19)
    
    Wachovias Third Quarter 2008 Financial Supplement.(31)(a)
    
    Certification of principal executive officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.(31)(b)
    
    Certification of principal financial officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.




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(32)(a)
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.(32)(b)
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.




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SIGNATURES
  Wachovia CorporationDate: October 30, 2008By:
    
    /s/ Peter M. CarlsonPeter M. Carlson
Executive Vice President and Corporate Controller
(Principal Accounting Officer)




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EXHIBIT INDEX
 Exhibit No.
    
    Description(2)(a)
    
    Agreement and Plan of Merger between Wachovia and Wells Fargo & Company, dated as of
October 3, 2008. (Incorporated by reference to Exhibit 2.1 to Wachovias Current Report on
Form 8-K dated October 9, 2008)(2)(b)
    
    Share Exchange Agreement between Wachovia and Wells Fargo & Company, dated as of October
3, 2008. (Incorporated by reference to Exhibit 2.2 to Wachovias Current Report on Form 8-K
dated October 9, 2008)(3)(a)
    
    Restated Articles of Incorporation of Wachovia. (Incorporated by reference to Exhibit
(3)(a) to Wachovias 2001 Third Quarter Report on Form 10-Q.)(3)(b)
    
    Articles of Amendment to Articles of Incorporation of Wachovia. (Incorporated by
reference to Exhibit (3)(b) to Wachovias 2002 Annual Report on Form 10-K.)(3)(c)
    
    Articles of Amendment to Articles of Incorporation of Wachovia. (Incorporated by
reference to Exhibit (3)(c) to Wachovias 2002 Annual Report on Form 10-K.)(3)(d)
    
    Articles of Amendment to Articles of Incorporation of Wachovia. (Incorporated by
reference to Exhibit 4.1 to Wachovias Current Report on Form 8-K dated February 1, 2006.)(3)(e)
    
    Articles of Amendment to Wachovias Articles of Incorporation. (Incorporated by reference
to Exhibit (3)(a) to Wachovias Current Report on Form 8-K dated April 18, 2007.)(3)(f)
    
    Articles of Amendment to Wachovias Articles of Incorporation. (Incorporated by reference
to Exhibit 3.1 to Wachovias Current Report on Form 8-K dated December 21, 2007.)(3)(g)
    
    Articles of Amendment to Wachovias Articles of Incorporation. (Incorporated by reference
to Exhibit 3.1 to Wachovias Current Report on Form 8-K dated February 8, 2008.)(3)(h)
    
    Articles of Amendment to Wachovias Articles of Incorporation. (Incorporated by reference
to Exhibit 3.1 to Wachovias Current Report on Form 8-K dated April 17, 2008.)(3)(i)
    
    Articles of Amendment to Wachovias Articles of Incorporation. (Incorporated by reference
to Exhibit 3.1 to Wachovias Current Report on Form 8-K dated October 20, 2008)(4)(a)
    
    Amendment to Wachovias Shareholder Protection Rights Agreement. (Incorporated by
reference to Exhibit 4.1 of Wachovias Current Report on Form 8-K dated October 9, 2008)(4)(b)
    
    Instruments defining the rights of security holders, including indentures.*(10)
    
    Employment Agreement, dated as of September 8, 2008, between Wachovia and David K. Zwiener.
(Incorporated by reference to Wachovias Current Report on Form 8-K dated September 8, 2008)(12)(a)
    
    Computations of Consolidated Ratios of Earnings to Fixed Charges.(12)(b)
    
    Computations of Consolidated Ratios of Earnings to Fixed Charges and Preferred Stock
Dividends.(19)
    
    Wachovias Third Quarter 2008 Financial Supplement.(31)(a)
    
    Certification of principal executive officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.(31)(b)
    
    Certification of principal financial officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.(32)(a)
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.(32)(b)
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.