FORM 10-K WACHOVIA CORP NEW - WB Filed: February 28, 2008 (period: December 31, 2007) Annual report which provides a comprehensive overview of the company for the past year Table of Contents 10-K - WACHOVIA CORPORATION PART I ITEM 1. BUSINESS. ITEM 1A. RISK FACTORS. ITEM 1B. UNRESOLVED STAFF COMMENTS. ITEM 2. PROPERTIES. ITEM 3. LEGAL PROCEEDINGS. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. PART II ITEM 5. MARKET FOR REGISTRANT S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. ITEM 6. SELECTED FINANCIAL DATA. ITEM 7. MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. ITEM 9A. CONTROLS AND PROCEDURES. ITEM 9B. OTHER INFORMATION. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. ITEM 11. EXECUTIVE COMPENSATION. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES. SIGNATURES EXHIBIT INDEX EX-10.P (EXHIBIT (10)(P)) EX-12.A (EXHIBIT (12)(A)) EX-12.B (EXHIBIT (12)(B)) EX-13 (EXHIBIT (13)) EX-21 (EXHIBIT (21)) EX-23 (EXHIBIT (23)) EX-24 (EXHIBIT (24)) EX-31.A (EXHIBIT (31)(A)) EX-31.B (EXHIBIT (31)(B)) EX-32.A (EXHIBIT (32)(A)) EX-32.B (EXHIBIT (32)(B)) Source: WACHOVIA CORP NEW, 10-K, February 28, 2008 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) for the fiscal year ended December 31, 2007 Commission file number 1-10000 WACHOVIA CORPORATION (Exact name of registrant as specified in its charter) NORTH CAROLINA 56-0898180 (State of incorporation) (I.R.S. Employer Identification No.) ONE WACHOVIA CENTER CHARLOTTE, NC 28288-0013 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (704) 374-6565 Securities registered pursuant to Section 12(b) of the Exchange Act: TITLE OF EACH CLASS NAME OF EXCHANGE ON WHICH REGISTERED Common Stock, $3.331/3 par value (including attached rights) New York Stock Exchange, Inc. (the “NYSE”) 5.80% Fixed-to-Floating Rate Normal Wachovia Income Trust Securities NYSE fully and unconditionally guaranteed by Wachovia Corporation 6.375% Trust Preferred Securities of Wachovia Capital Trust IV fully NYSE and unconditionally guaranteed by Wachovia Corporation 6.375% Trust Preferred Securities of Wachovia Capital Trust IX fully NYSE and unconditionally guaranteed by Wachovia Corporation 7.85% Trust Preferred Securities of Wachovia Capital Trust X fully and NYSE unconditionally guaranteed by Wachovia Corporation Depositary Shares representing 1/40th interest in a Share of 8.00% NYSE Non-Cumulative Perpetual Class A Preferred Stock, Series J Commodity-Linked Notes due November 3, 2008 NYSE Commodity-Linked Notes due August 6, 2009 NYSE See full list of securities listed on the American Stock Exchange on the page directly following this cover page Securities registered pursuant to Section 12(g) of the Exchange Act: TITLE OF EACH CLASS Dividend Equalization Preferred shares, no par value Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [X] No [ ] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes [ ] No [X] Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. Large accelerated filer [X] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting (Do not check if a smaller reporting company [ ] company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] As of June 30, 2007, the last business day of the registrant’s completed second fiscal quarter, the aggregate market value of the voting and non-voting common equity held by non-affiliates was approximately $95.5 billion. As of January 31, 2008, there were 1,981,983,990 shares of the registrant’s common stock outstanding, $3.331/3 par value per share. DOCUMENTS INCORPORATED BY REFERENCE IN FORM 10-K INCORPORATED DOCUMENTS WHERE INCORPORATED IN FORM 10-K 1. Certain portions of the Corporation’s Annual Report to Stockholders Part I -- Items 1 and 2; Part II -- Items 5, 6, 7, 7A, 8 and 9A; and for the year ended December 31, 2007 (“Annual Report”). Part IV – Item 15. 2. Certain portions of the Corporation’s Proxy Statement for the Annual Part III -- Items 10, 11, 12, 13 and 14. Meeting of Stockholders to be held April 22, 2008 (“Proxy Statement”). Source: WACHOVIA CORP NEW, 10-K, February 28, 2008 Securities registered pursuant to Section 12(b) of the Exchange Act and listed on the American Stock Exchange are as follows: Participating Index Notes (PINS) TEES Targeted Efficient Equity Securities Linked to the S&P 500 ® Index due August 19, 2009; Trigger CAPITALS (Covered Asset ParticIpation Target exchAngeabLe Securities) Linked to the S&P 500® Composite Stock Price Index due December 8, 2008; ASTROS (ASseT Return Obligation Securities) Linked to the Nikkei 225(R) Index Due March 2, 2010; ASTROS (ASseT Return Obligation Securities) Linked to a Global Basket of Indices due February 2, 2010; ASTROS (ASseT Return Obligation Securities) Linked to the Dow Jones Global Titans 50 Index due March 3, 2010; ASTROS (ASseT Return Obligation Securities) Linked to the Global Equity Basket (Series 2005-2) due May 5, 2010; Exchangeable Notes Linked to the Common Stock of Three Oil Industry Companies due December 15, 2010; Principal Protected Notes Linked to a Basket of Asian Currencies due December 6, 2008 Offering 100% Principal Protection; Principal Protected Notes Linked to a Basket of Emerging Market Currencies due April 6, 2008 Offering 100% Principal Protection; and ASTROS (ASseT Return Obligation Securities) Linked to the Metals – China Basket due January 28, 2009 Source: WACHOVIA CORP NEW, 10-K, February 28, 2008 PART I 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 Annual Report on Form 10-K 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