WACHOVIA CORPORATION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2005
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-10000
Wachovia Corporation
(Exact name of registrant as specified in its charter)
| |
|
|
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
(Address of principal executive offices)
(Zip Code)
(704) 374-6565
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 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 o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of
the Exchange Act). Yes x No o
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to
be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court. Yes o No o
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as
of the latest practicable date.
1,577,341,830 shares of Common Stock, par value $3.33 1/3 per share, were outstanding as of
June 30, 2005.
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 and thereto), 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 of Wachovia, including without limitation, (i)
statements relating to the benefits of the merger (including divestitures made by Wachovia related
to the merger, the “Merger”) between Wachovia and SouthTrust Corporation (“SouthTrust”) completed
on November 1, 2004, including future financial and operating results, cost savings, enhanced
revenues and the accretion or dilution to reported earnings that may be realized from the Merger,
(ii) statements relating to the benefits of the retail securities brokerage combination transaction
between Wachovia and Prudential Financial, Inc. completed on July 1, 2003 (the “Brokerage
Transaction”), including future financial and operating results, cost savings, enhanced revenues
and the accretion of reported earnings that may be realized from the Brokerage Transaction, (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 statements are based upon the current beliefs and expectations of Wachovia’s
management and are subject to significant risks and uncertainties. Actual results may differ from
those set forth in the forward-looking statements. These forward-looking statements involve
certain risks and uncertainties that are subject to change based on various factors (many of which
are beyond Wachovia’s control).
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 SouthTrust in connection with the Merger or the businesses of Wachovia and
Prudential in connection with the Brokerage Transaction 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 Merger or the Brokerage Transaction may not be fully realized
or realized within the expected time frame; (3) revenues following the Merger or the Brokerage
Transaction may be lower than expected; (4) deposit attrition, operating costs, customer loss and
business disruption following the Merger or the Brokerage Transaction, 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 non-interest 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.
The Consolidated Balance Sheets of Wachovia and subsidiaries at June 30, 2005, and December
31, 2004, respectively, set forth on page 62 of Wachovia’s Second Quarter 2005 Financial Supplement
for the six months ended June 30, 2005 (the “Financial Supplement”), are incorporated herein by
reference.
The Consolidated Statements of Income of Wachovia and subsidiaries for the three and six
months ended June 30, 2005 and 2004, set forth on page 63 of the Financial Supplement, are
incorporated herein by reference.
The Consolidated Statements of Cash Flows of Wachovia and subsidiaries for the six months
ended June 30, 2005 and 2004, set forth on page 64 of the Financial Supplement, are incorporated
herein by reference.
Notes to Consolidated Financial Statements, set forth on pages 65 through 75 of the Financial
Supplement, are incorporated herein by reference.
A copy of the Financial Supplement is being filed as Exhibit (19) to this Report.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Management’s Discussion and Analysis of Financial Condition and Results of Operations appears
on pages 2 through 60 of the Financial Supplement and is incorporated herein by reference.
A copy of the Financial Supplement is being filed as Exhibit (19) to this Report.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Quantitative
and Qualitative Disclosures About Market Risk appears on pages 21
through 23,
pages 67 and 68, and pages 72 through 74 of the Financial Supplement and is incorporated herein by
reference.
A copy of the Financial Supplement is being filed as Exhibit (19) to this Report.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures. As of June 30, 2005, the end of the period
covered by this Quarterly Report on Form 10-Q, Wachovia’s management, including Wachovia’s Chief
Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure
controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934).
Based upon that evaluation, Wachovia’s Chief Executive Officer and Chief Financial Officer each
concluded that as of June 30, 2005, the end of the period covered by this Quarterly Report on Form
10-Q, Wachovia maintained effective disclosure controls and procedures.
Changes in Internal Control Over Financial Reporting. No change in our internal control over
financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934)
occurred during the fiscal quarter ended June 30, 2005, that has materially affected, or is
reasonably likely to materially affect, Wachovia’s internal control over financial reporting.
Part II. OTHER INFORMATION
Item 1. Legal Proceedings.
Wachovia and certain of our subsidiaries are involved in a number of judicial, regulatory and
arbitration proceedings concerning matters arising from the conduct of our business activities.
These proceedings include actions brought against Wachovia and/or its subsidiaries with respect to
transactions in which Wachovia and/or our subsidiaries acted as banker, lender, underwriter,
financial advisor or broker or in activities related thereto. In addition, Wachovia and its
subsidiaries may be requested to provide information or otherwise cooperate with governmental
authorities in the conduct of investigations of other persons or industry groups. It is Wachovia’s
policy to cooperate in all regulatory inquiries and investigations.
Although there can be no assurance as to the ultimate outcome, Wachovia and/or our
subsidiaries have generally denied, or believe we have a meritorious defense and will deny,
liability in all significant litigation pending against us, including the matters described below,
and we intend to defend vigorously each such case. Reserves are established for legal claims when
payments associated with the claims become probable and the costs can be reasonably estimated. The
actual costs of resolving legal claims may be substantially higher or lower than the amounts
reserved for those claims.
The following supplements certain matters previously reported in Wachovia’s Annual Report on
Form 10-K for the year ended December 31, 2004 and in Wachovia’s Quarterly Report on Form 10-Q for
the period ended March 31, 2005.
Mutual Fund Sales Practices. Various securities regulators are currently investigating
Wachovia Securities regarding Wachovia Securities’ practices and procedures for the offer and sale
of certain mutual funds. Wachovia believes the regulators are reviewing the adequacy of Wachovia
Securities’ disclosures regarding revenue sharing arrangements with certain investment companies
and Wachovia Securities’ mutual fund sales and distribution practices.
Adelphia Litigation. Certain Wachovia affiliates are defendants in an adversary proceeding
pending in the United States Bankruptcy Court for the Southern District of New York related to the
bankruptcy of Adelphia Communications Corporation (“Adelphia”). The Official Committee of
Unsecured Creditors in that bankruptcy case has filed an adversary proceeding on behalf of Adelphia
against over 300 financial services companies, including the Wachovia affiliates. The complaint
asserts claims against the defendants under state law, bankruptcy law and the Bank Holding Company
Act and seeks equitable relief and an unspecified amount of compensatory and punitive damages. The
Official Committee of Equity Security Holders has sought leave to intervene in that complaint and
sought leave to bring additional claims against certain of the financial services companies,
including the Wachovia affiliates, including additional federal and state claims. The bankruptcy
court has not yet permitted the creditors’ committee or the equity holders’ committee to proceed
with either of their claims and Wachovia and other defendants have filed motions to dismiss the
complaints.
In addition, certain affiliates of Wachovia, together with numerous other financial services
companies, have been named in several private civil actions by investors in Adelphia debt and/or
equity securities, alleging among other claims, misstatements in connection with Adelphia
securities offerings between 1997 and 2001. Wachovia affiliates acted as an underwriter in certain
of those securities offerings, as agent and/or lender for certain Adelphia credit facilities, and
as a provider of Adelphia’s treasury/cash management services. These complaints, which seek
unspecified damages, have been consolidated in the United States District Court for the Southern
District of New York. In separate orders entered in May and July 2005, the District Court
dismissed a number of the securities law claims asserted against Wachovia, leaving some securities
law claims pending. Wachovia still has a pending motion to dismiss with respect to these claims.
Bluebird Partners, L.P., Litigation. On December 12, 2002, the jury in the Supreme Court of
the State of New York, County of New York, returned a verdict against First Fidelity Bank, N.A. New
Jersey, a predecessor to WBNA in the case captioned Bluebird Partners, L.P. v. First Fidelity Bank,
N.A., et al. The trial court directed a verdict in favor of CoreStates New Jersey National Bank,
another predecessor of WBNA. In this action for breach of contract, breach of fiduciary duty,
negligence and malpractice, plaintiff alleges that First Fidelity, while serving as indenture
trustee for debt certificates issued by Continental Airlines, failed to take the necessary action
to protect the value of the collateral after Continental Airlines filed for bankruptcy on December
3, 1990 and that the decline in the value of the collateral during the pendency of the bankruptcy
caused plaintiff’s losses. On July 10, 2003, the trial judge granted First Fidelity’s
motion to set aside the verdict, holding that the evidence was insufficient to support the verdict.
Plaintiff appealed, and on October 7, 2004, the Supreme Court, Appellate Division, First
Department reversed the dismissal and reinstated the verdict. On January 13, 2005, the court
entered judgment against WBNA in the amount of $32.9 million plus pre- and post-judgment interest
at the statutory rate from April 27, 1993. Post-judgment interest continues to accrue at the
statutory rate until the judgment is paid. On January 24, 2005, Bluebird filed a notice of appeal
of the judgment amount. Wachovia filed a motion for a new trial. In addition, Wachovia believes
that numerous reversible errors occurred, and that the evidence was insufficient to support the
verdict that First Fidelity’s actions caused Bluebird’s loss. Wachovia’s motion for leave to
appeal to the Court of Appeals from the October 7 Appellate Division order was denied. The trial
court denied Wachovia’s motion requesting the trial court to rule on its motion for a new trial on
the ground that the motion for a new trial had been decided by the Appellate Division’s October 7
order. Wachovia has appealed from both the motion for a new trial as well as from the final
verdict in favor of plaintiff.
Outlook. Based on information currently available, advice of counsel, available insurance
coverage and established reserves, Wachovia believes that the eventual outcome of the actions
against Wachovia and/or its subsidiaries, including the matters described above, will not,
individually or in the aggregate, have a material adverse effect on Wachovia’s consolidated
financial position or results of operations. However, in the event of unexpected future
developments, it is possible that the ultimate resolution of those matters, if unfavorable, may be
material to Wachovia’s results of operations for any particular period.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
In January 2004, our board of directors authorized the repurchase of 60 million shares of our
common stock, which together with remaining authority from previous board authorizations in 1999
and 2000, permitted Wachovia to repurchase up to 123 million shares of our common stock as of
January 15, 2004, the date that authorization was announced. Future stock repurchases may be
private or open-market purchases, including block transactions, accelerated or delayed block
transactions, forward transactions, collar transactions, and similar transactions. The amount and
timing of stock repurchases will be based on various factors, such as management’s assessment of
Wachovia’s capital structure and liquidity, the market price of Wachovia common stock compared to
management’s assessment of the stock’s underlying value, and applicable regulatory, legal and
accounting factors. In 2004, Wachovia repurchased 41.98 million shares of Wachovia common stock in
the open market and 752 thousand shares of Wachovia common stock in private transactions at average
prices of $49.56 per share and $46.18 per share, respectively. In addition, Wachovia settled
equity collar contracts in 2004 representing 5.0 million shares at an average cost of $47.34 per
share. Please see “Stockholders’ Equity” beginning on
page 20 in the Financial Supplement, filed
as Exhibit (19) to this Report, for additional information about Wachovia’s share repurchases in
the second quarter of 2005. The following table sets forth information about our stock repurchases
for the three months ended June 30, 2005.
Issuer Repurchases of Equity Securities
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number of |
|
|
Approximate Dollar |
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares Purchased |
|
|
Value) of Shares |
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
Average Price |
|
|
as Part of |
|
|
that May Yet Be |
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
Total Number of |
|
|
Paid |
|
|
Publicly Announced |
|
|
Purchased Under the |
|
|
|
|
|
|
|
|
|
|
|
| |
Period (1) |
|
|
Shares Purchased (2) |
|
|
per Share |
|
|
Plans or Programs (3) |
|
|
Plans or Programs (3) |
|
|
|
|
|
|
|
|
|
|
|
| |
April 1, 2005 to
April 30, 2005 |
|
|
|
2,900,000 |
|
|
|
$ |
50.33 |
|
|
|
|
2,900,000 |
|
|
|
|
52,383,564 |
|
|
|
|
|
|
|
|
|
|
|
|
| |
May 1, 2005 to May
31, 2005 |
|
|
|
1,555,000 |
|
|
|
|
51.74 |
|
|
|
|
1,555,000 |
|
|
|
|
50,828,564 |
|
|
|
|
|
|
|
|
|
|
|
|
| |
June 1, 2005 to
June 30, 2005 |
|
|
|
400,000 |
|
|
|
|
50.98 |
|
|
|
|
400,000 |
|
|
|
|
50,428,564 |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Total |
|
|
|
4,855,000 |
|
|
|
$ |
50.84 |
|
|
|
|
4,855,000 |
|
|
|
|
50,428,564 |
|
|
|
|
|
|
|
|
|
|
|
|
| |
(1) Based on trade date, not settlement date.
(2) All of these shares were repurchased pursuant to publicly announced share repurchase programs.
The nature of these repurchases were as follows: April 2005 — open market repurchases: 2.9
million shares; May 2005 — open market
repurchases: 1.55 million shares; and June 2005 — open market repurchases: 0.4 million shares.
In addition to these repurchases, pursuant to Wachovia’s employee stock option plans, participants
may exercise Wachovia stock options by surrendering shares of Wachovia common stock the
participants already own as payment of the option exercise price. Shares so surrendered by
participants in Wachovia’s employee stock option plans are repurchased pursuant to the terms of the
applicable stock option plan and not pursuant to publicly announced share repurchase programs. For
the quarter ended June 30, 2005, the following shares of Wachovia common stock were surrendered by
participants in Wachovia’s employee stock option plans: April 2005 — 6,095 shares at an average
price per share of $51.27; May 2005 — 33,526 shares at an average price per share of $51.76; and
June 2005 — 25,562 shares at an average price per share of $50.54.
(3) On May 25, 1999, Wachovia announced a stock repurchase program pursuant to which Wachovia was
authorized to repurchase up to 50 million shares of its common stock. On June 26, 2000, Wachovia
announced a stock repurchase program pursuant to which Wachovia was authorized to repurchase up to
50 million shares of its common stock. On January 15, 2004, Wachovia announced a stock repurchase
program pursuant to which Wachovia was authorized to repurchase up to 60 million shares of its
common stock. None of these programs has an expiration date and each respective program expires
upon completion of repurchases totaling the amount authorized for repurchase. During the second
quarter of 2004, all remaining shares authorized under the May 1999 authorization, which totaled
approximately 5.2 million shares at the beginning of the quarter, were repurchased. During the
first quarter of 2005, all remaining shares authorized under the June 2000 authorization, which
totaled approximately 15.7 million shares at the beginning of the quarter, were repurchased. As of
June 30, 2005, there are no more shares remaining under the May 1999 and June 2000 authorizations,
and approximately 50.4 million shares remaining under the January 2004 authorization.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
| |
|
|
| Exhibit No. |
|
Description |
(4)
|
|
Instruments defining the rights of security holders, including indentures.*
|
(10)
|
|
Schedule of fees payable to the non-employee members of Wachovia’s board of directors. |
(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 2005 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. |
* Wachovia agrees to furnish to the Commission upon request, copies of the instruments, including
indentures, defining the rights of the holders of the long-term debt of Wachovia and its
consolidated subsidiaries.
(b) Reports on Form 8-K.
During the quarter ended June 30, 2005, Wachovia filed the following Current Reports on Form
8-K with the Commission:
| |
• |
|
Current Report on Form 8-K dated April 15, 2005, reporting Item 2.02, which Item 2.02
contained financial statements filed as Exhibit (99)(c), relating to the announcement of
Wachovia’s first quarter 2005 earnings results. |
| |
| |
• |
|
Current Report on Form 8-K dated May 2, 2005, reporting Item 1.01, relating to (i) the
establishment of Wachovia’s Executive Severance Pay Plan, which is available to certain
executive officers of Wachovia, (ii) the amendment of the SouthTrust Corporation
Supplemental Retirement Benefit Plan and the SouthTrust Corporation Deferred Compensation
Plan, in each case which is available to certain executive officers of Wachovia who were
former employees of SouthTrust Corporation, and (iii) the establishment of performance
goals for Wachovia for 2005 under Wachovia’s 2003 Stock Incentive Plan for Wachovia’s
executive officers. |
| |
| |
• |
|
Current Report on Form 8-K dated June 21, 2005, reporting Item 1.01, relating to an
increase in the fees payable to Wachovia’s non-employee members of its board of directors
effective August 1, 2005. |
In addition, Wachovia filed the following Current Report on Form 8-K with the Commission:
| |
• |
|
Current Report on Form 8-K dated July 19, 2005, reporting Item 2.02, which Item 2.02
contained financial statements filed as Exhibit (99)(c), relating to the announcement of
Wachovia’s second quarter 2005 earnings results. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
|
|
|
|
|
|
Wachovia Corporation |
|
|
|
|
|
Date: August 4, 2005 |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/
David M. Julian
David M. Julian
Executive Vice President and Corporate Controller
(Principal Accounting Officer) |
EXHIBIT INDEX
| |
|
|
| Exhibit No. |
|
Description |
(4)
|
|
Instruments defining the rights of security holders, including indentures.*
|
(10)
|
|
Schedule of fees payable to the non-employee members of Wachovia’s board of directors. |
(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 2005 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. |
* Wachovia agrees to furnish to the Commission upon request, copies of the instruments, including
indentures, defining the rights of the holders of the long-term debt of Wachovia and its
consolidated subsidiaries.