SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _____________ to _____________
Commission File Number 1-10000
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
WACHOVIA SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
WACHOVIA CORPORATION
One Wachovia Center
Charlotte, North Carolina 28288-0013
(a) The following financial statements and reports, which have been prepared pursuant to the requirements of
the Employee Retirement Income Security Act of 1974, are filed as part of this Annual Report on Form 11-K:
Report of Independent Registered Public Accounting Firm
Financial Statements:
Statements of Net Assets Available for Benefits, December 31, 2004 and 2003
Statement of Changes in Net Assets Available for Benefits, Year Ended December 31, 2004
Notes to Financial Statements
Supplemental Schedule:
Schedule of Assets Held for Investment Purposes at End of Year, December 31, 2004
(b) The following Exhibits are filed as part of this Annual Report on Form 11-K:
Consent of Independent Registered Public Accounting Firm
WACHOVIA SAVINGS PLAN
Financial Statements
and Schedule
As of December 31, 2004 and 2003, and for the
year ended December 31, 2004
(With Report of Independent Registered Public Accounting Firm Thereon)
| | |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
The Benefits Committee
Wachovia Corporation
We have audited the accompanying statements of net assets available for benefits of the Wachovia Savings Plan (the Plan), as of December 31, 2004 and 2003, and the related statement of changes in net assets available for benefits for the year ended December 31, 2004. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the Standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2004 and 2003, and the changes in net assets available for benefits for the year ended December 31, 2004, in conformity with accounting principles generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes at end of year is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ KPMG LLP
Charlotte, North Carolina
June 9, 2005
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WACHOVIA SAVINGS PLAN |
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STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
|
| | | | | | | | |
| | December 31, | |
| | | | | | |
| | 2004 | | | 2003 | |
|
ASSETS | | | | | | | | |
Investments | | | | | | | | |
Marketable investments, at fair value | | | | | | | | |
Mutual Funds | | $ | 2,895,451,922 | | | | 2,110,262,893 | |
Stable Fund | | | 962,637,682 | | | | 818,240,276 | |
Enhanced Stock Market Fund | | | 869,394,476 | | | | 723,677,303 | |
Wachovia Stock Non-ESOP | | | 70,354,624 | | | | 18,516,457 | |
Employee Stock Ownership Plan | | | | | | | | |
Wachovia Corporation common stock | | | | | | | | |
Allocated | | | 1,663,266,012 | | | | 1,288,423,324 | |
Unallocated | | | 107,659,839 | | | | 104,894,698 | |
Cash and cash equivalents | | | | | | | | |
Allocated | | | 75,402,623 | | | | 68,952,773 | |
Unallocated | | | 950,060 | | | | 791,777 | |
Marketable investments, at contract value | | | | | | | | |
Prudential Guaranteed Interest Account | | | - | | | | 144,303,603 | |
|
Total marketable investments | | | 6,645,117,238 | | | | 5,278,063,104 | |
Participants’ loans receivable | | | 209,715,758 | | | | 191,998,778 | |
|
Total investments | | | 6,854,832,996 | | | | 5,470,061,882 | |
|
Employer contribution receivable | | | 26,185,159 | | | | 5,312,772 | |
|
Total assets | | $ | 6,881,018,155 | | | | 5,475,374,654 | |
|
LIABILITIES | | | | | | | | |
Loan payable - - Employee Stock Ownership Plan - unallocated | | | 42,294,393 | | | | 44,826,926 | |
|
Net assets available for benefits | | $ | 6,838,723,762 | | | | 5,430,547,728 | |
|
See accompanying notes to financial statements.
| | |
WACHOVIA SAVINGS PLAN |
|
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
|
| | | | | | | | | | | | |
| | Year Ended December 31, 2004 | |
| | | | | | | | | | |
| | | | | | Employee | | | | |
| | | | | | Stock | | | | |
| | | | | | Ownership | | | | |
| | Participant | | | Plan- | | | | |
| | Directed | | | Unallocated | | | Total | |
|
ADDITIONS TO PLAN ASSETS | | | | | | | | | | | | |
Investment income | | | | | | | | | | | | |
Interest on loans | | $ | 8,335,580 | | | | - | | | | 8,335,580 | |
Net appreciation in fair value of investments | | | 643,195,011 | | | | 6,292,775 | | | | 649,487,786 | |
|
Total investment income, net | | | 651,530,591 | | | | 6,292,775 | | | | 657,823,366 | |
Employer contributions | | | 225,112,896 | | | | 3,047,849 | | | | 228,160,745 | |
Employee contributions | | | 352,204,985 | | | | - | | | | 352,204,985 | |
Net assets contributed through mergers | | | 658,228,559 | | | | - | | | | 658,228,559 | |
Transfers from other funds | | | 201,806,017 | | | | - | | | | 201,806,017 | |
|
Total additions to plan assets | | | 2,088,883,048 | | | | 9,340,624 | | | | 2,098,223,672 | |
|
DEDUCTIONS FROM PLAN ASSETS | | | | | | | | | | | | |
Participants’ withdrawals | | | 484,356,954 | | | | - | | | | 484,356,954 | |
Transfers to other funds | | | 201,806,017 | | | | - | | | | 201,806,017 | |
Interest expense | | | - | | | | 3,884,667 | | | | 3,884,667 | |
|
Total deductions from plan assets | | | 686,162,971 | | | | 3,884,667 | | | | 690,047,638 | |
|
Increase in net assets available for benefits | | | 1,402,720,077 | | | | 5,455,957 | | | | 1,408,176,034 | |
Net assets available for benefits | | | | | | | | | | | | |
Beginning of year | | | 5,369,688,179 | | | | 60,859,549 | | | | 5,430,547,728 | |
|
End of year | | $ | 6,772,408,256 | | | | 66,315,506 | | | | 6,838,723,762 | |
|
See accompanying notes to financial statements.
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WACHOVIA SAVINGS PLAN |
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NOTES TO FINANCIAL STATEMENTS |
|
DECEMBER 31, 2004 and 2003 |
|
NOTE 1: DESCRIPTION OF PLAN
The following brief description of the Wachovia Savings Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan agreement for more complete information.
GENERAL
Wachovia Corporation and its subsidiaries (the “Companies”) sponsor the Plan, which is designed to promote savings for retirement, and which is a defined contribution plan. The Companies’ and employees’ contributions are held in trust and earn income tax-free until distributed. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). Effective January 1, 1999, the portion of the Plan invested in the Wachovia Corporation Common Stock Fund was amended to be an employee stock ownership plan that invests primarily in employer securities. The first one percent of the Companies’ matching contribution is made in Wachovia Corporation common stock. Each employee can immediately elect to liquidate the Wachovia Corporation common stock credited to the employee’s account by transferring the value of the common stock to any of a number of investment options available within the Plan.
ELIGIBILITY, CONTRIBUTIONS AND BENEFITS
Under the Plan, an employee is eligible to make contributions beginning on the first month in which the employee has completed one full calendar month of service. The employee is eligible to receive employer matching contributions after one year of service. Employee contributions, pre-tax and after-tax, are elected by the participant and cannot exceed 30 percent of the employee’s gross compensation. The maximum percentage of the employer matched contribution is determined annually by the Human Resources and Corporate Relations Director, and the contribution amounts are paid from net income or accumulated earnings in accordance with the provisions of the Internal Revenue Code of 1986 as amended together with all regulations, revenue rulings and revenue procedures issued thereunder (the “Code”). The employer’s matching contribution cannot exceed 6 percent of a participant’s base compensation. Beginning in 1999, the first one percent of the employer’s contribution was made in Wachovia Corporation common stock. Participants are fully vested in their entire account balances at all times.
Four types of withdrawals are allowed under the Plan: normal, specified cause, hardship and after age 59 1/2. Each type of withdrawal must be approved by the Benefits Committee (the “Committee”). Participants may withdraw up to their entire account balance, depending on the type of withdrawal, net of applicable withholdings and/or loan balances, or a minimum of $500. The amount of tax withholding depends on the type of withdrawal. In addition, participants may elect to receive current distributions of cash dividends on shares of Wachovia Corporation common stock allocated to them under the Employee Stock Ownership Plan portion of the Plan.
Participants may borrow up to 50 percent of the balance of their accounts with a minimum loan of $1,000 and a maximum loan of $50,000. Loan balances are charged interest at a fixed rate for the life of the loan. The interest rate is determined at origination as the prime interest rate in use by Wachovia Bank, National Association, on the business day preceding the date the loan is processed. Loans are made for a minimum of 12 months or a maximum of 60 months, except that if the loan is used to acquire the participant’s principal residence, the maximum term is 180 months. Loan repayments are generally made semi-monthly as a payroll deduction. If a participant retires or is otherwise terminated, the loan balance must be paid in full or the outstanding balance will be considered as a taxable distribution.
Participants, at retirement, may elect to receive a distribution of their account balances. A participant is considered retired if it is the participant’s 65th birthday, if it is the participant’s 50th birthday with 10 or more years of service, or if it is determined that the participant is totally disabled. Distributions may be made in a lump sum or, in certain circumstances, the participant’s account may be applied to the purchase of an annuity. Distribution of a retired participant’s account balance must begin at age 70 1/2.
Although the employer has not expressed any intent to terminate the Plan, it may do so at any time subject to the provisions of ERISA. If the Plan is terminated, the accounts of each participant shall be adjusted in accordance with Plan provisions.
(Continued)
2
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WACHOVIA SAVINGS PLAN |
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NOTES TO FINANCIAL STATEMENTS
|
PARTICIPANT DIRECTED
In accordance with the Plan provisions, Plan earnings are allocated to participants’ accounts on a daily basis. The investment options available to participants at December 31, 2004 and 2003, are presented below.
Stable Fund
This fund invests in a diversified portfolio of high quality securities, primarily consisting of Guaranteed Investment Contracts (“GICs”), collateralized synthetic GIC contracts and cash equivalents. Target duration is 1.5 years to 3.0 years. Its investment objective is preservation of principal with stable market value.
Evergreen U.S. Government Fund
This fund invests primarily in U.S. Treasury securities and other securities issued by the U.S. Government, its agencies or instrumentalities. Its investment objective is a high level of current income with stability of principal.
Evergreen Growth Fund
This fund invests primarily in common stocks of small to medium-sized companies that the fund’s management believes are demonstrating strong and consistent earnings growth not fully recognized in their stock price. Its investment objective is long-term capital growth.
Enhanced Stock Market Fund
This fund uses a diversified equity strategy that invests in both value and growth oriented companies. The fund’s portfolio sector and industry weights reflect those in the S&P 500 Index. Its investment objective is to achieve a total rate of return which closely tracks the return of the S&P 500 Index over time.
American Europacific Growth Fund
This fund invests in strong, growing companies based chiefly in Europe and the Pacific Basin, ranging from small firms to large corporations. The fund invests primarily in common and preferred stocks, convertible securities, American Depositary Receipts, European Depositary Receipts, bonds and cash. Its investment objective is long-term capital growth.
Dodge and Cox Balanced Fund
This fund invests in equities that the fund’s management believes to be temporarily undervalued by the stock market but that have a favorable outlook for long-term growth. The fund also invests in a diversified portfolio of investment grade fixed-income securities, such as U.S. Government obligations, mortgage and asset-backed securities, and corporate bonds. Its investment objective is regular income and conservation of principal.
Dodge and Cox Stock Fund
This fund invests primarily in a broadly diversified portfolio of common stocks. The fund consists of stocks that the fund’s management believes are temporarily undervalued but have a favorable outlook for long-term growth. Its investment objective is long-term growth of principal and income.
Montag and Caldwell Growth Fund
This fund invests in equity securities that the fund’s management believes are undervalued based on the issuer’s estimated earning power and ability to produce strong earnings growth over the next twelve to eighteen months. Its investment objective is long-term capital appreciation.
Evergreen Core Bond Fund
This fund invests at least 80 percent of its assets in U.S. dollar-denominated investment grade debt securities. The fund seeks to maximize total return through a combination of current income and capital growth.
Evergreen Special Value Fund
This fund invests primarily in common stocks of small U.S. companies. Management looks for significantly undervalued companies they believe have the potential for above-average appreciation potential with below average risk. The fund seeks to produce growth of capital.
Hartford Midcap Fund
This fund invests primarily in stocks selected on the basis of potential for capital appreciation. Under normal circumstances, the fund invests at least 80 percent of its assets in common stock of mid-capitalization companies. The fund seeks long-term growth of capital.
Wachovia Stock Non-ESOP
Only participants employed by a business entity not taxable as a corporation, such as the employees of Wachovia Securities LLC, may invest in this fund. This fund’s objective is long-term capital appreciation. The fund seeks to achieve its objective through investments in Wachovia Corporation common stock.
Wachovia Corporation Common Stock Fund
This fund invests primarily in Wachovia Corporation common stock and varying levels of short-term cash equivalent investments. Dividends allocated to each participant’s account are reinvested in additional units of Wachovia Corporation common stock or paid out in cash at each participant’s election. Its primary investment objective is long-term capital appreciation.
(Continued)
3
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WACHOVIA SAVINGS PLAN |
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NOTES TO FINANCIAL STATEMENTS
|
SouthTrust U.S. Treasury Money Market
This fund invests solely in short-term, direct obligations of the U.S. Treasury, which is considered the most conservative type of money market fund. This fund is not federally insured or guaranteed and does not pay a fixed rate of return.
Federated U.S. Government Bond Fund
This fund seeks to provide as high of a level of income as possible with the safety of U.S. Government bonds and agency securities with a longer-term maturity of approximately 15 years to 25 years.
SouthTrust Bond Fund
This fund invests in bonds of the U.S. Government, agency, corporate and asset-backed investment grade bonds with an average maturity between 5 years and 15 years. These investments in government bonds are not federally guaranteed.
SouthTrust Income Fund
This fund is composed of short-term investment grade, corporate, U.S. Government and agency bonds with an average maturity of five years or less. These investments in agency bonds are not federally guaranteed.
Dreyfus Emerging Leaders Fund
This fund seeks capital growth. To achieve this goal, the fund invests in companies it believes to be emerging leaders such as small companies offering new or innovative products, services or processes having the potential to enhance earnings growth.
Federated Kaufmann Fund
This fund’s investment objective is capital appreciation. To achieve this objective, the fund invests primarily in the stocks of small and medium-sized companies that are traded on the national security exchanges, the NASDAQ Stock Market and the over-the-counter (OTC) market. Up to 25 percent of this fund’s assets may be invested in foreign securities.
SouthTrust Value Fund
This fund invests in stocks of large, well established companies which are selling at below average valuations that are believed to create an attractive investment opportunity.
SouthTrust Growth Fund
This fund invests mainly in the stocks of large, well established companies with above average financial strength and predictable, stable growth in earnings.
Templeton Growth Fund
This fund’s investment goal is long-term capital growth. This fund invests mainly in the equity securities of companies located anywhere in the world, including emerging markets.
DISCONTINUED INVESTMENT OPTIONS
As of December 31, 2004, funds no longer available as an investment option were the Alliance Growth and Income Fund, Alliance Premier Growth Fund, Alliance Technology Fund, American Balanced Fund, American Century Equity Growth Fund, American Century International Growth Fund, American Century Small Cap Value Fund, Ariel Appreciation Fund, Credit Suisse Capital Appreciation Fund, Credit Suisse Global Technology Fund, Credit Suisse Small Cap Company Growth Fund, Fidelity Advisor Mid Cap Fund, Janus Balanced Fund, Janus Growth and Income Fund, Janus Mercury Fund, Janus Worldwide Fund, MFS New Discovery Fund, Oakmark Select Fund, PIMCO Total Return Fund, Prudential 20/20 Focus Fund, Prudential Equity Fund, Prudential Value Fund, Prudential Financial Services Fund, Prudential Guaranteed Interest Account, Prudential Global Growth Fund, Prudential Health Sciences Fund, Prudential High Yield Fund, Prudential International Value Fund, Prudential Jennison Equity Opportunity Fund, Prudential Jennison Growth Fund, Prudential Small Company Fund, Prudential Stock Index Fund, Prudential Total Return Bond Fund, Prudential Utility Fund, Prudential U.S. Emerging Growth Fund, Strong Government Securities Fund, Target Small Cap Value Fund and the Washington Mutual Investors Fund.
(Continued)
4
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WACHOVIA SAVINGS PLAN |
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NOTES TO FINANCIAL STATEMENTS
|
MERGERS WITH FINANCIAL INSTITUTIONS
On December 31, 2004, the SouthTrust 401(k) and SouthTrust ESOP Plans merged into the Plan. The SouthTrust 401(k) and SouthTrust ESOP had assets of $604 million and $52 million, respectively. Additionally, in 2004, assets of the savings plan of AMI Capital Inc. 401(k) Plan were merged into the Plan. AMI Capital Inc. had 401(k) plan assets of $2 million.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
VALUATION OF INVESTMENTS
The specific identification method is used in determining the cost of securities. Security transactions are recognized on the trade date (the date the order to buy or sell is executed). Interest income is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date.
Investments in cash management accounts and participants’ loans receivable are stated at cost which approximates fair value. Investments in commercial paper, U.S. Government and agency securities, corporate bonds, mutual funds, collective investment funds and common stocks are stated at fair value, which is based on closing market quotations.
In accordance with the American Institute of Certified Public Accountants Statement of Position 94-4, “Reporting of Investment Contracts Held by Health and Welfare Benefits Plans and Defined-Contribution Pension Plans”, the Stable Fund’s and the Prudential Guaranteed Interest Account’s holdings of investment contracts are generally stated at contract value plus accrued interest because they are considered to be benefit responsive, thus providing reasonable access to the funds by participants. If Plan management is aware that an event has occurred that may affect the ability to recover the full value of a contract, the contract is reported at its estimated realizable value. Otherwise the contract value of investment contracts, including any accrued interest approximates the fair value.
Interest and dividends earned on marketable investments are treated as gains in appreciation of the fair value of the fund, since all income received by the fund is reinvested in the fund and thus increases the participants’ share value.
BASIS OF PRESENTATION
The accompanying financial statements are prepared on an accrual basis in accordance with accounting principles generally accepted in the United States of America.
The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires the plan administrator to make estimates and assumptions that affect reported amounts of assets, liabilities and obligations and disclosure of contingent liabilities at the date of the financial statements, as well as additions to and deductions from these amounts during the reporting period. Actual results could differ from those estimates.
The Plan allows for investments in mutual funds, which have investments in debt and equity securities of companies within various markets. Investment securities are exposed to several risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the Plan’s financial statements and schedule.
(Continued)
5
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WACHOVIA SAVINGS PLAN |
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NOTES TO FINANCIAL STATEMENTS
|
NOTE 3: INVESTMENTS
Under the terms of the Plan, Wachovia Bank, National Association (the “Trustee”), a wholly-owned subsidiary of Wachovia Corporation and a related party-in-interest, holds the assets of the Plan in bank-administered trust funds. The following table presents the Plan’s investments.
In conjunction with the PSI 401(k) termination, the Wachovia Benefits Committee elected to redeem the Prudential Guaranteed Interest Account (“GIC”) in accordance with its policy terms. Accordingly, the GIC is carried at its fair value which approximates its contract value at December 31, 2003. During 2004, the GIC was settled for its contract value. The following table presents the fair values of investments at December 31, 2004 and 2003. Investments that represent 5 percent or more of the Plan’s net assets are separately identified.
| | | | | | | | |
| | December 31, | |
| | | | | | |
| | 2004 | | | 2003 | |
|
INVESTMENTS | | | | | | | | |
Mutual funds | | | | | | | | |
Evergreen U.S. Government Fund | | $ | 185,820,237 | | | | 208,135,637 | |
Evergreen Growth Fund | | | 187,169,324 | | | | 151,606,880 | |
Evergreen Core Bond Fund | | | 33,061,635 | | | | 5,033,536 | |
Evergreen Special Value Fund | | | 243,227,554 | | | | 112,853,692 | |
American Europacific Growth Fund | | | 295,001,565 | | | | 155,483,367 | |
Dodge and Cox Balanced Fund | | | 562,453,000 | | | | 436,029,626 | |
Dodge and Cox Stock Fund | | | 615,671,933 | | | | 341,185,928 | |
Montag and Caldwell Growth Fund | | | 130,485,368 | | | | 67,541,186 | |
Hartford Midcap Fund | | | 304,330,984 | | | | 197,083,354 | |
SouthTrust U.S. Treasury Money Market | | | 87,317,744 | | | | - | |
Federated U.S. Government Bond Fund | | | 6,541,956 | | | | - | |
SouthTrust Bond Fund | | | 18,062,349 | | | | - | |
SouthTrust Income Fund | | | 5,229,800 | | | | - | |
Dreyfus Emerging Leaders Fund | | | 12,865,436 | | | | - | |
Federated Kaufmann Fund | | | 11,443,902 | | | | - | |
SouthTrust Value Fund | | | 171,522,674 | | | | - | |
SouthTrust Growth Fund | | | 9,496,356 | | | | - | |
Templeton Growth Fund | | | 15,750,105 | | | | - | |
Prudential Small Company Value Fund | | | - | | | | 32,898,766 | |
Prudential Equity Fund | | | - | | | | 38,210,830 | |
Prudential High Yield Fund | | | - | | | | 16,834,048 | |
Prudential Global Growth Fund | | | - | | | | 17,288,942 | |
Prudential Utility Fund | | | - | | | | 17,884,456 | |
Prudential Value Fund | | | - | | | | 11,445,637 | |
Prudential Jennison Growth Fund | | | - | | | | 56,058,428 | |
Prudential Stock Index Fund I | | | - | | | | 28,622,259 | |
Prudential International Value Fund | | | - | | | | 12,493,504 | |
Prudential 20/20 Focus Fund | | | - | | | | 14,671,650 | |
(Continued)
6
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WACHOVIA SAVINGS PLAN |
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NOTES TO FINANCIAL STATEMENTS
|
| | | | | | | | |
| | December 31, | |
| | | | | | |
| | 2004 | | | 2003 | |
|
Prudential US Emerging Growth Fund | | | - | | | | 8,370,374 | |
Prudential Financial Services Fund | | | - | | | | 2,957,405 | |
Prudential Health Sciences Fund | | | - | | | | 7,443,971 | |
Prudential Jennison Equity Opportunity Fund | | | - | | | | 12,458,513 | |
Prudential Total Return Bond Fund | | | - | | | | 11,647,311 | |
Alliance Premier Growth Fund | | | - | | | | 2,935,485 | |
Alliance Technology Fund | | | - | | | | 6,705,060 | |
Alliance Growth & Income Fund | | | - | | | | 9,336,920 | |
American Balanced Fund | | | - | | | | 10,506,519 | |
American Century Equity Growth Fund | | | - | | | | 2,570,308 | |
American Century International Growth Fund | | | - | | | | 5,416,450 | |
American Century Small Cap Value Fund | | | - | | | | 9,254,465 | |
Ariel Appreciation Fund | | | - | | | | 3,295,574 | |
Janus Balanced Fund | | | - | | | | 2,803,384 | |
Janus Growth and Income Fund | | | - | | | | 4,442,254 | |
Janus Mercury Fund | | | - | | | | 3,476,467 | |
Janus Worldwide Fund | | | - | | | | 4,318,777 | |
Fidelity Advisor Mid Cap Fund | | | - | | | | 9,514,217 | |
MFS New Discovery Fund | | | - | | | | 4,298,777 | |
Oakmark Select Fund | | | - | | | | 24,959,335 | |
PIMCO Total Return Fund | | | - | | | | 5,563,473 | |
Strong Government Securities Fund | | | - | | | | 2,168,364 | |
Target Small Cap Fund | | | - | | | | 5,351,766 | |
Washington Mutual Investors Fund | | | - | | | | 21,433,106 | |
Credit Suisse Capital Appreciation Fund | | | - | | | | 2,246,581 | |
Credit Suisse Global Technology Fund | | | - | | | | 2,169,009 | |
Credit Suisse Small Cap Company Growth Fund | | | - | | | | 3,257,302 | |
|
Total mutual funds | | | 2,895,451,922 | | | | 2,110,262,893 | |
Stable Fund | | | 962,637,682 | | | | 818,240,276 | |
Enhanced Stock Market Fund | | | 869,394,476 | | | | 723,677,303 | |
Wachovia Stock Non-ESOP | | | 70,354,624 | | | | 18,516,457 | |
Employee Stock Ownership Plan | | | | | | | | |
Wachovia Corporation common stock | | | 1,770,925,851 | | | | 1,393,318,022 | |
Cash and cash equivalents | | | 76,352,683 | | | | 69,744,550 | |
Prudential Guaranteed Interest Account | | | - | | | | 144,303,603 | |
|
Total marketable investments | | | 6,645,117,238 | | | | 5,278,063,104 | |
Participants’ loans receivable | | | 209,715,758 | | | | 191,998,778 | |
|
Total investments | | $ | 6,854,832,996 | | | | 5,470,061,882 | |
|
(Continued)
7
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WACHOVIA SAVINGS PLAN |
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NOTES TO FINANCIAL STATEMENTS
|
The net appreciation in value of the Plan’s investments (including investments bought, sold and held during the year) is presented below.
| | | | |
| | Year Ended | |
| | December 31, | |
| | | |
| | 2004 | |
|
Stable Fund | | $ | 14,599,433 | |
Evergreen U.S. Government Fund | | | 6,374,712 | |
Evergreen Growth Fund | | | 22,343,194 | |
Enhanced Stock Market Fund | | | 93,484,012 | |
American Europacific Growth Fund | | | 45,202,194 | |
Dodge and Cox Balanced Fund | | | 64,329,989 | |
Dodge and Cox Stock Fund | | | 93,003,726 | |
Montag and Caldwell Growth Fund | | | 5,232,817 | |
Evergreen Core Bond Fund | | | 1,082,238 | |
Evergreen Special Value Fund | | | 38,024,518 | |
Hartford Midcap Fund | | | 41,446,144 | |
Wachovia Stock Non-ESOP Fund | | | 8,882,660 | |
Wachovia Corporation Common Stock Fund - allocated | | | 209,189,374 | |
Wachovia Corporation Common Stock Fund - unallocated | | | 6,292,775 | |
|
Net appreciation | | $ | 649,487,786 | |
|
NOTE 4: INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Companies by a letter dated August 23, 2004, that the Plan is qualified and the trust established under the Plan is tax-exempt under the appropriate sections of the Code. Therefore, no provision for income taxes has been made in the accompanying financial statements. The Committee files an annual information return with the Department of Labor.
NOTE 5: RELATED PARTY TRANSACTIONS
The Evergreen U.S. Government Fund, the Evergreen Small-Cap Fund, the Evergreen Growth Fund, the Evergreen Core Bond Fund, the SouthTrust U.S. Treasury Money Market Fund, the SouthTrust Bond Fund, the SouthTrust Value Fund, the SouthTrust Income Fund and the SouthTrust Growth Fund are mutual funds managed by subsidiaries of Wachovia Bank, National Association, which is a subsidiary of Wachovia Corporation. The Enhanced Stock Market Fund and the Stable Fund investments are managed by Wachovia Bank, National Association. The Wachovia Corporation Common Stock Fund and the Wachovia Stock Non-ESOP Fund are also managed by Wachovia Bank, National Association, and are principally comprised of shares of Wachovia Corporation common stock.
Wachovia Bank, National Association, a party-in-interest, serves as the trustee for the Plan. In 2004, the Companies paid administrative expenses on behalf of the Plan of $2,784,367.
(Continued)
8
| | |
WACHOVIA SAVINGS PLAN |
|
NOTES TO FINANCIAL STATEMENTS |
NOTE 6: LOANS PAYABLE
Upon the merger of the CoreStates Employee Stock Ownership and Savings Plan into the Plan in 1999, Wachovia Bank, National Association, assumed all obligations of CoreStates Financial Corp under the loan agreement dated October 27, 1994, pursuant to which Meridian Trust Company issued to Meridian Bancorp, Inc. its promissory note dated October 27, 1994, in the amount of $60,000,000, with a maturity date of October 1, 2014, and bearing an interest rate of 8.85 percent. The Companies are obligated to make contributions to maintain debt service.
The loan was originally collateralized by 3,274,816 shares of Wachovia Corporation common stock. The loan repayment schedule is presented below:
| | | | |
2005 | | $ | 2,764,211 | |
2006 | | | 3,017,082 | |
2007 | | | 3,293,087 | |
2008 | | | 3,594,342 | |
2009 | | | 3,923,153 | |
Thereafter | | $ | 25,702,518 | |
As the Plan makes each payment of principal and interest, an appropriate percentage of common stock will be available to fund the Companies’ one percent match in accordance with the provisions of the Plan document. If shares made available after payment of principal are in excess of those amounts required to fund the Companies’ one percent matching contribution, those shares may be utilized to fund the Companies’ matching contribution where participants have elected to invest in the Wachovia Corporation Common Stock Fund or in participant contributions where participants have elected to invest in Wachovia Corporation common stock. Shares vest fully upon allocation. Dividends allocated to each participant’s account are reinvested in additional units of Wachovia Corporation common stock or paid out in cash at each participant’s election. Dividends on unallocated shares not distributed currently to participants may be either distributed or reinvested in Wachovia Corporation common stock at the discretion of the Companies. The Companies have elected to reinvest the dividends.
The borrowing is collateralized by 2,046,765 unallocated shares of Wachovia Corporation common stock at December 31, 2004, and is guaranteed by the Companies. In 2004, 204,677 shares were released based on principal and interest paydowns on the loan. The lender has no rights against shares once they are allocated under the Plan. Accordingly, the financial statements of the Plan present separately the assets and liabilities and changes therein pertaining to: (a) the accounts of employees with vested rights in allocated stock (Allocated), and (b) stock not yet allocated to employees (Unallocated).
Each participant is entitled to exercise voting rights attributable to the shares allocated to his or her account and is notified by the Trustee prior to the time that such rights are to be exercised. The Trustee is required to vote all shares in the Plan, including unallocated shares, in proportion to the response received for participants and beneficiaries with respect to stock allocated to participant accounts.
The fair value of the loan payable is based on the current rates available to the Plan for debt with the same or similar maturities and terms. At December 31, 2004 and 2003, the loan payable was recorded at $42,294,393 and $44,826,926, respectively, and had an estimated fair value of $52,152,227 and $56,718,209, respectively.
SCHEDULE 1
Page 1
| | |
WACHOVIA SAVINGS PLAN |
|
Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes at End of Year |
| | | | | | | | |
| | December 31, 2004 | |
| | | | | | |
| | Par Value | | | | |
| | or Number | | | Fair | |
Identity of Issue | | of Units | | | Value | |
|
MUTUAL FUNDS | | | | | | | | |
Evergreen U.S. Government Fund * | | | 14,462,520 | | | $ | 185,820,237 | |
Evergreen Growth Fund * | | | 10,261,476 | | | | 187,169,324 | |
Evergreen Core Bond Fund * | | | 2,430,377 | | | | 33,061,635 | |
Evergreen Special Value Fund * | | | 8,818,983 | | | | 243,227,554 | |
American Europacific Growth Fund | | | 8,281,908 | | | | 295,001,565 | |
Dodge and Cox Balanced Fund | | | 7,088,255 | | | | 562,453,000 | |
Dodge and Cox Stock Fund | | | 4,727,937 | | | | 615,671,933 | |
Montag and Caldwell Growth Fund | | | 5,743,194 | | | | 130,485,368 | |
Hartford Midcap Fund | | | 10,637,224 | | | | 304,330,984 | |
SouthTrust U.S. Treasury Money Market* | | | 87,317,744 | | | | 87,317,744 | |
Federated U.S. Government Bond Fund | | | 562,991 | | | | 6,541,956 | |
SouthTrust Bond Fund* | | | 1,776,042 | | | | 18,062,349 | |
SouthTrust Income Fund* | | | 552,249 | | | | 5,229,800 | |
Dreyfus Emerging Leaders Fund | | | 290,876 | | | | 12,865,436 | |
Federated Kaufmann Fund | | | 2,135,056 | | | | 11,443,902 | |
SouthTrust Value Fund* | | | 9,926,081 | | | | 171,522,674 | |
SouthTrust Growth Fund* | | | 1,251,167 | | | | 9,496,356 | |
Templeton Growth Fund | | | 688,078 | | | | 15,750,105 | |
|
Total mutual funds | | | | | | | 2,895,451,922 | |
|
Wachovia Stock Non-ESOP * | | | 3,395,985 | | | | 70,354,624 | |
|
COLLECTIVE INVESTMENT FUNDS | | | | | | | | |
Enhanced Stock Market Fund * | | | 10,934,514 | | | | 869,394,476 | |
|
STABLE FUND * | | | | | | | | |
CASH MANAGEMENT ACCOUNTS | | | | | | | | |
Valiant General Fund | | | 34,898,459 | | | | 34,898,459 | |
|
MUTUAL FUNDS | | | | | | | | |
SEI Stable Asset Fund | | | 92,977,629 | | | | 92,977,629 | |
|
COMMERCIAL PAPER | | | | | | | | |
Thornburg Mtg Capital DCP, 2.40%, due 1/07/05 | | | 8,000,000 | | | | 7,984,856 | |
|
CORPORATE BONDS | | | | | | | | |
NPF XII Incorporated, 9.33%, due 6/1/04 | | | 10,000,000 | | | | 1,669,390 | |
|
INVESTMENT CONTRACTS | | | | | | | | |
Allstate Life Insurance Company, Contract #GA6298, 7.37%, due 9/1/05 | | | 10,000,000 | | | | 10,240,532 | |
John Hancock Mutual Life Insurance Company, Contract #15079GAC, 7.25%, due 11/10/05 | | | 5,000,000 | | | | 5,050,107 | |
John Hancock Mutual Life Insurance Company, Contract #15026GAC, 7.3%, due 9/1/05 | | | 10,000,000 | | | | 10,238,300 | |
Metropolitan Life Insurance Company, Contract #0025204, 7.34%, due 1/1/2099 | | | 26,993,954 | | | | 26,993,954 | |
Metropolitan Life Insurance Company, Contract #GAC28563, 6.02%, due 3/16/07 | | | 5,000,000 | | | | 5,876,945 | |
Monumental Life Insurance Company, Contract #SV04249Q, 5.59%, due 5/15/07 | | | 10,000,000 | | | | 11,531,141 | |
Pacific Life Insurance Company, Contract #G2618802, 6.27%, due 6/30/06 | | | 10,000,000 | | | | 12,363,859 | |
Principal Life Insurance Company, Contract #4-40344-3, 7.25%, due 11/10/05 | | | 5,000,000 | | | | 5,050,096 | |
Principal Life Insurance Company, Contract #4-40344-4, 6%, due 3/16/07 | | | 5,000,000 | | | | 5,873,881 | |
Principal Life Insurance Company, Contract #4-40344-2, 7.91%, due 2/10/05 | | | 10,000,000 | | | | 10,701,628 | |
Travelers Insurance Company, Contract #GR17617, 8.00%, due 8/25/05 | | | 10,000,000 | | | | 10,275,732 | |
Travelers Insurance Company, Contract #GR18225, 5.75%, due 9/15/06 | | | 10,000,000 | | | | 11,685,639 | |
Travelers Insurance Company, Contract #GR17599, 7.84%, due 5/5/05 | | | 10,000,000 | | | | 10,510,992 | |
|
Total investment contracts | | | | | | | 136,392,806 | |
|
SCHEDULE 1
Page 2
| | |
WACHOVIA SAVINGS PLAN |
|
Schedule H, Line 4i — Schedule of Assets Held for Investment Purposes at End of Year
|
| | | | | | | | |
| | | | | | December 31, 2004 | |
| | | | | | |
| | Par Value | | | | |
| | or Number | | | Fair | |
Identity of Issue | | of Units | | | Value | |
|
SYNTHETIC GUARANTEED INVESTMENT CONTRACTS | | | | | | | | |
CDC-Ixis, Contract #1843-01, 4.12%, open-ended maturity | | | 98,894,340 | | | | | |
Collective investment fund | | | | | | | | |
Dwight Core Intermediate Fund | | | 101,456,902 | | | | 101,456,902 | |
|
Total Collective Investment fund | | | 101,456,902 | | | | 101,456,902 | |
Wrap Agreement | | | | | | | (2,562,562 | ) |
|
Total CDC contract | | | | | | | 98,894,340 | |
|
AIG Financial Products, Contract #443423, 3.60%, open-ended maturity | | | 107,148,864 | | | | | |
Bank of America, Contract #02-135, 3.60%, open-ended maturity | | | 107,123,717 | | | | | |
State Street Bank & Trust Company, Contract #102-078, 3.60%, open-ended maturity | | | 107,143,894 | | | | | |
UBS Warburg, Contract #3103, 3.60%, open-ended maturity | | | 107,134,743 | | | | | |
Rabobank, Contract WAC010401, 3.41%, open-ended maturity | | | 107,156,042 | | | | | |
Collective investment funds | | | | | | | | |
Dwight Core Target 2 Fund and Dwight Target 5 Fund | | | 534,780,455 | | | | 534,780,455 | |
|
Total Collective Investment funds | | | 534,780,455 | | | | 534,780,455 | |
Global Wrap Agreement | | | | | | | 926,805 | |
|
Total AIG, Bank of America, State Street, UBS Warburg and Rabobank contracts | | | | | | | 535,707,260 | |
|
Royal Bank of Canada #NYDWI10WACH0104, 3.32%, open-ended maturity | | | 51,519,958 | | | | | |
Collective investment fund | | | | | | | | |
Evergreen Ultra Short Bond Fund | | | 50,970,035 | | | | 50,970,035 | |
|
Total Collective Investment fund | | | 50,970,035 | | | | 50,970,035 | |
Wrap Agreement | | | | | | | 549,923 | |
|
Total Royal Bank of Canada contract | | | | | | | 51,519,958 | |
|
Total synthetic guaranteed investment contracts | | | | | | | 686,121,558 | |
|
Accrued receivable on assets of the stable fund | | | | | | | 2,592,984 | |
|
Total stable fund | | | | | | | 962,637,682 | |
|
EMPLOYEE STOCK OWNERSHIP PLAN | | | | | | | | |
Wachovia Corporation common stock * | | | | | | | | |
Allocated | | | 31,621,027 | | | | 1,663,266,012 | |
Unallocated (a) | | | 2,046,765 | | | | 107,659,839 | |
Valiant General Fund - Cash Management Account | | | | | | | | |
Allocated | | | 75,402,623 | | | | 75,402,623 | |
Unallocated (b) | | | 950,060 | | | | 950,060 | |
|
Total Employee Stock Ownership Plan | | | | | | | 1,847,278,534 | |
|
Participants’ loans receivable, various maturities, rates from 4.00% to 11.50% * | | | | | | | 209,715,758 | |
|
Total investments | | | | | | $ | 6,854,832,996 | |
|
* Party-in-Interest.
(a) Cost of plan assets for this nonparticipant-directed investment is $30,193,396.
(b) Cost of plan assets for this nonparticipant-directed investment is $950,060.
See accompanying Report of Independent Registered Public Accounting Firm
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the plan administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
| | |
WACHOVIA SAVINGS PLAN | | |
| | |
| | |
/s/ BENJAMIN J. JOLLEY Benjamin J. Jolley Senior Vice President Wachovia Benefits Committee, Plan Administrator | | |
| | |
June 9, 2005 | | |
EXHIBIT INDEX
| | | | |
Exhibit No. | | Description | | Location |
| | | | |
(23) | | Consent of Independent Registered | | Filed herewith |
| | Public Accounting Firm | | |