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

Accelerated
filer o
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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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 Golden West Financial Corporation (the Golden
West Merger) completed on October 1, 2006, including future financial and operating results, cost
savings, enhanced revenues and the accretion or dilution to reported earnings that may be realized
from the Golden West 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 Golden West
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 Golden West in connection with the Golden West 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 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.




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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. Wachovia Bank, National
Association and Wachovia Capital Markets LLC v. Harbinger Capital Partners Master Fund I, Ltd. et
al.
 Payment Processing Center Faloney et al. v.
Wachovia, Harrison v.




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Wachovia,
 Municipal Derivatives Bid Practices Investigation
  Auction Rate Securities Judy M. Waldman Trustee v. Wachovia Corporation and Wachovia Securities LLC
 Other Regulatory Matters and Government Investigations




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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


Maximum NumberTotal Number of
    
    
    
    (or ApproximateShares Purchased
    
    
    
    Dollar Value) ofas Part of
    
    
    
    Shares that MayPublicly
    
    
    
    Yet Be PurchasedAverage Price
    
    
    
    Announced
    
    
    
    Under theTotal Number of
    
    
    
    Paid
    
    
    
    Plans or
    
    
    
    Plans orPeriod (1)
    
    
    Shares Purchased (2)
    
    
    
    per Share
    
    
    
    Programs (3)
    
    
    
    Programs (3)January 1, 2008 to
January 31, 2008
    
    
    
    150,000
    
    
    
    $
    37.43
    
    
    
    
    150,000
    
    
    
    
    19,342,415February 1, 2008 to
February 29, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,342,415March 1, 2008
to March 31,
2008
    
    
    
    389,694
    
    
    
    
    38.03
    
    
    
    
    389,694
    
    
    
    
    18,952,721Total
    
    
    
    539,694
    
    
    
    $
    37.86
    
    
    
    
    539,694
    
    
    
    
    18,952,721





|                                              |  | 
|--------------------------------------------- |  | 
|(1)
Based on trade date, not settlement date.
|                                             





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(2)
All of these shares were repurchased pursuant to publicly announced share repurchase programs.
The nature of these repurchases were as follows: January 2008  open market repurchases: 150,000
shares; and March 2008  private transaction: 389,694 shares.   Item 3. Defaults Upon Senior Securities.
  Item 4. Submission of Matters to a Vote of Security Holders.
   NAME
    
    
    FOR
    
    
    AGAINST
    
    
    ABSTAINJohn D. Baker, II
    
    
    
    1,624,515,524
    
    
    
    
    62,175,961
    
    
    
    
    23,462,138Peter C. Browning
    
    
    
    1,612,584,448
    
    
    
    
    73,715,653
    
    
    
    
    23,853,522John T. Casteen, III
    
    
    
    1,629,114,442
    
    
    
    
    57,263,912
    
    
    
    
    23,775,269Jerry Gitt
    
    
    
    1,628,105,148
    
    
    
    
    58,684,844
    
    
    
    
    23,363,631William H. Goodwin, Jr.
    
    
    
    1,559,352,709
    
    
    
    
    126,621,294
    
    
    
    
    24,179,620Maryellen C. Herringer
    
    
    
    1,613,771,781
    
    
    
    
    73,433,173
    
    
    
    
    22,948,669Robert A. Ingram
    
    
    
    1,578,683,153
    
    
    
    
    106,607,134
    
    
    
    
    24,863,336Donald M. James
    
    
    
    1,580,136,956
    
    
    
    
    106,899,707
    
    
    
    
    23,116,960Mackey J. McDonald
    
    
    
    1,623,942,737
    
    
    
    
    62,635,813
    
    
    
    
    23,575,073Joseph Neubauer
    
    
    
    1,621,987,513
    
    
    
    
    64,678,592
    
    
    
    
    23,487,518Timothy D. Proctor
    
    
    
    1,628,678,934
    
    
    
    
    58,222,243
    
    
    
    
    23,252,446Ernest S. Rady
    
    
    
    1,608,770,031
    
    
    
    
    78,258,963
    
    
    
    
    23,124,629




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Van L. Richey
    
    
    
    1,620,269,052
    
    
    
    
    66,821,231
    
    
    
    
    23,063,340Ruth G. Shaw
    
    
    
    1,612,769,447
    
    
    
    
    74,154,171
    
    
    
    
    23,230,005Lanty L. Smith
    
    
    
    1,624,085,867
    
    
    
    
    62,829,509
    
    
    
    
    23,238,247G. Kennedy Thompson
    
    
    
    1,616,116,718
    
    
    
    
    71,044,671
    
    
    
    
    22,992,234Dona Davis Young
    
    
    
    1,564,657,374
    
    
    
    
    122,639,922
    
    
    
    
    22,856,327
  FOR
    
    
    AGAINST
    
    
    ABSTAIN1,657,574,647
    
    
    35,665,963
    
    
    
    16,913,013
  FOR
    
    
    AGAINST
    
    
    ABSTAIN
    
    
    BROKER NON-VOTES396,986,923
    
    
    883,145,372
    
    
    
    83,263,314
    
    
    
    346,758,014
  FOR
    
    
    AGAINST
    
    
    ABSTAIN
    
    
    BROKER NON-VOTES278,595,426
    
    
    870,377,939
    
    
    
    214,422,244
    
    
    
    346,758,014
  FOR
    
    
    AGAINST
    
    
    ABSTAIN
    
    
    BROKER NON-VOTES77,417,339
    
    
    1,257,036,592
    
    
    
    28,941,678
    
    
    
    346,758,014
 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.)




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(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.(4)
    
    Instruments defining the rights of security holders, including indentures.*(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 First 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.




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SIGNATURES
  Wachovia CorporationDate:
May 12, 2008By:
    
    /s/ Peter M. CarlsonPeter M. Carlson
Senior Vice President and Corporate Controller
(Principal Accounting Officer)




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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.(4)
    
    Instruments defining the rights of security holders, including indentures.*(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 First 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.