SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 x    o
  Wachovia Corporation
  North Carolina
    
    56-0898180(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    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:




---



##### 



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 merger between Wachovia and A.G. Edwards, Inc. (the A.G. Edwards Merger),
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, (ii) statements regarding Wachovias goals and expectations with respect to
earnings, earnings per share, revenue, expenses, loan losses, loan loss provision 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 (iii) 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 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 A.G. Edwards Merger may not be fully realized
or realized within the expected time frame; (3) revenues following the A.G. Edwards Merger may be
lower than expected; (4) deposit attrition, operating costs, customer loss and business disruption
following the A.G. Edwards Merger, 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 as well as consumer borrowing and repayment patterns; (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 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.




---



##### 



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 Form 10-Q,
 Changes in Internal Control Over Financial Reporting Rule 13a-15(f)




---



##### 



Part II. OTHER INFORMATION
 Item 1. Legal Proceedings.
  Adelphia
Litigation.
 Le-Natures, Inc.
 Municipal Derivatives Bid Practices Investigation.
  Golden West and Related Litigation. Lipetz v.
Wachovia Corporation, et al.
 Miller, et al. v. Wachovia Corporation, et al.
  Estate of Joseph Romain v. Wachovia Corporation, et al. Payment Processing Center
  Auction Rate Securities.
 Outlook.




---



##### 



Item 1A. Risk Factors.
  Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
 Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
  Issuer Repurchases of Equity Securities
 Total Number
    
    
    Maximum Numberof Shares
    
    
    (or ApproximatePurchased
    
    
    Dollar Value)as Part of
    
    
    of Shares thatPublicly
    
    
    May Yet BeTotal Number
    
    
    Average Price
    
    
    Announced
    
    
    Purchased Underof Shares
    
    
    Paid
    
    
    Plans or
    
    
    the Plans orPeriod (1)
    
    
    Purchased (2)
    
    
    per Share
    
    
    Programs (3)
    
    
    Programs (3)April 1, 2008 to April 30, 2008
    
    
    
    
    
    
    
    
    
    
    
    18,952,721May 1, 2008 to May 31, 2008
    
    
    
    
    
    
    
    
    June 1, 2008 to June 30, 2008
    
    
    
    
    
    
    
    
    Total
    
    
    
    
    
    
    
    
    
    
    
    18,952,721




---



##### 



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(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)
    
    Wachovias Amended and Restated Bylaws. (Incorporated by reference to Exhibit (3)(i) to
Wachovias 2008 First Quarter Report on Form 10-Q.)(4)
    
    Instruments defining the rights of security holders, including indentures.*




---



##### 



(10)(a)
    
    Stock Award Letter, dated July 15, 2008, between Wachovia and Robert K. Steel.(10)(b)
    
    Employment Agreement, dated as of May 6, 2008, between Wachovia and Jane C. Sherburne.(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 Second 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.




---



##### 



SIGNATURES
  Wachovia CorporationDate: August 11, 2008By:
    
    /s/ Peter M. CarlsonPeter M. Carlson
Executive Vice President and Corporate Controller
(Principal Accounting Officer)




---



##### 



EXHIBIT INDEX
 Exhibit No.
    
    Description(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)
    
    Wachovias Amended and Restated Bylaws. (Incorporated by reference to Exhibit (3)(i) to
Wachovias 2008 First Quarter Report on Form 10-Q.)(4)
    
    Instruments defining the rights of security holders, including indentures.*(10)(a)
    
    Stock Award Letter, dated July 15, 2008, between Wachovia and Robert K. Steel.(10)(b)
    
    Employment Agreement, dated as of May 6, 2008, between Wachovia and Jane C. Sherburne.(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 Second 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.