| | | |
WACHOVIA CORPORATION AND SUBSIDIARIES | | Exhibit | (99) |
SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION(Unaudited)
TABLE OF CONTENTS
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Illustrative Combined Consolidated Statements of Income | | |
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Year Ended December 31, 2003 | | 1 |
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Nine Months Ended September 30, 2004 | | 2 |
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Six Months Ended June 30, 2004 | | 3 |
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Three Months Ended September 30, 2004 | | 4 |
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Three Months Ended June 30, 2004 | | 5 |
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Three Months Ended March 31, 2004 | | 6 |
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Three Months Ended December 31, 2003 | | 7 |
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Business Segments | | |
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Year Ended December 31, 2003 | | 8 |
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Three Months Ended September 30, 2004 | | 9 |
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Three Months Ended June 30, 2004 | | 10 |
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Three Months Ended March 31, 2004 | | 11 |
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Three Months Ended December 31, 2003 | | 12 |
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General Bank - Commercial - Four Quarters Ended September 30, 2004 | | 13 |
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General Bank - Retail and Small Business - Four Quarters Ended September 30, 2004 | | 14 |
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Illustrative Combined Earnings Reconciliation | | |
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Four Quarters Ended September 30, 2004 | | 15 |
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Notes to Supplemental Illustrative Combined Financial Information | | 16 |
WACHOVIA CORPORATION AND SOUTHTRUST CORPORATION
SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION
ILLUSTRATIVE COMBINED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
| | | | | | | | | | | | |
| | Year Ended December 31, 2003
| |
(In millions, except per share data)
| | Wachovia
| | | SouthTrust
| | Combining Adjustments
| | | Illustrative Combined
| |
INTEREST INCOME | | | | | | | | | | | | |
Interest and fees on loans | | $ | 9,507 | | | 1,731 | | — | | | 11,238 | |
Interest and dividends on securities | | | 3,828 | | | 589 | | — | | | 4,417 | |
Trading account interest | | | 724 | | | 12 | | — | | | 736 | |
Other interest income | | | 1,021 | | | 40 | | — | | | 1,061 | |
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Total interest income | | | 15,080 | | | 2,372 | | — | | | 17,452 | |
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INTEREST EXPENSE | | | | | | | | | | | | |
Interest on deposits | | | 2,360 | | | 444 | | — | | | 2,804 | |
Interest on short-term borrowings | | | 1,219 | | | 55 | | — | | | 1,274 | |
Interest on long-term debt | | | 894 | | | 214 | | — | | | 1,108 | |
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Total interest expense | | | 4,473 | | | 713 | | — | | | 5,186 | |
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Net interest income | | | 10,607 | | | 1,659 | | — | | | 12,266 | |
Provision for credit losses | | | 586 | | | 129 | | — | | | 715 | |
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Net interest income after provision for credit losses | | | 10,021 | | | 1,530 | | — | | | 11,551 | |
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FEE AND OTHER INCOME | | | | | | | | | | | | |
Service charges | | | 1,731 | | | 263 | | — | | | 1,994 | |
Other banking fees | | | 1,017 | | | 232 | | — | | | 1,249 | |
Commissions | | | 2,318 | | | 41 | | — | | | 2,359 | |
Fiduciary and asset management fees | | | 2,345 | | | 34 | | — | | | 2,379 | |
Advisory, underwriting and other investment banking fees | | | 787 | | | — | | — | | | 787 | |
Trading account profits | | | 110 | | | 8 | | — | | | 118 | |
Principal investing | | | (139 | ) | | — | | — | | | (139 | ) |
Securities gains | | | 45 | | | — | | — | | | 45 | |
Other income | | | 1,268 | | | 137 | | — | | | 1,405 | |
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Total fee and other income | | | 9,482 | | | 715 | | — | | | 10,197 | |
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NONINTEREST EXPENSE | | | | | | | | | | | | |
Salaries and employee benefits | | | 7,708 | | | 759 | | — | | | 8,467 | |
Occupancy | | | 851 | | | 105 | | — | | | 956 | |
Equipment | | | 1,021 | | | 97 | | — | | | 1,118 | |
Advertising | | | 160 | | | 15 | | — | | | 175 | |
Communications and supplies | | | 598 | | | 57 | | — | | | 655 | |
Professional and consulting fees | | | 460 | | | 37 | | — | | | 497 | |
Other intangible amortization | | | 518 | | | 13 | | 123 | | | 654 | |
Merger-related and restructuring expenses | | | 443 | | | — | | — | | | 443 | |
Sundry expense | | | 1,521 | | | 135 | | — | | | 1,656 | |
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Total noninterest expense | | | 13,280 | | | 1,218 | | 123 | | | 14,621 | |
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Minority interest in income of consolidated subsidiaries | | | 143 | | | — | | — | | | 143 | |
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Income before income taxes and change in accounting principle | | | 6,080 | | | 1,027 | | (123 | ) | | 6,984 | |
Income taxes | | | 1,833 | | | 322 | | (43 | ) | | 2,112 | |
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Income before change in accounting principle | | | 4,247 | | | 705 | | (80 | ) | | 4,872 | |
Change in accounting principle, net | | | 17 | | | — | | — | | | 17 | |
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Net income | | | 4,264 | | | 705 | | (80 | ) | | 4,889 | |
Dividends on preferred stock | | | 5 | | | — | | — | | | 5 | |
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Net income available to common stockholders | | $ | 4,259 | | | 705 | | (80 | ) | | 4,884 | |
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PER COMMON SHARE DATA | | | | | | | | | | | | |
Basic | | | | | | | | | | | | |
Income before change in accounting principle | | $ | 3.20 | | | 2.08 | | — | | | 3.00 | |
Net income | | | 3.21 | | | 2.08 | | — | | | 3.00 | |
Diluted | | | | | | | | | | | | |
Income before change in accounting principle | | | 3.17 | | | 2.06 | | — | | | 2.96 | |
Net income | | | 3.18 | | | 2.06 | | — | | | 2.97 | |
Cash dividends | | $ | 1.25 | | | 0.84 | | — | | | 1.25 | |
AVERAGE COMMON SHARES | | | | | | | | | | | | |
Basic | | | 1,325 | | | 338 | | (37 | ) | | 1,626 | |
Diluted | | | 1,340 | | | 342 | | (38 | ) | | 1,644 | |
See Notes to Supplemental Illustrative Combined Financial Information.
1
WACHOVIA CORPORATION AND SOUTHTRUST CORPORATION
SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION
ILLUSTRATIVE COMBINED CONSOLIDATED STATEMENTS OF INCOME(Unaudited)
| | | | | | | | | | | | |
| | Nine Months Ended September 30, 2004
| |
(In millions, except per share data)
| | Wachovia
| | | SouthTrust
| | Combining Adjustments
| | | Illustrative Combined
| |
INTEREST INCOME | | | | | | | | | | | | |
Interest and fees on loans | | $ | 7,044 | | | 1,285 | | — | | | 8,329 | |
Interest and dividends on securities | | | 3,407 | | | 424 | | — | | | 3,831 | |
Trading account interest | | | 759 | | | 6 | | — | | | 765 | |
Other interest income | | | 1,109 | | | 22 | | — | | | 1,131 | |
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Total interest income | | | 12,319 | | | 1,737 | | — | | | 14,056 | |
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INTEREST EXPENSE | | | | | | | | | | | | |
Interest on deposits | | | 1,993 | | | 309 | | — | | | 2,302 | |
Interest on short-term borrowings | | | 1,011 | | | 32 | | — | | | 1,043 | |
Interest on long-term debt | | | 651 | | | 146 | | — | | | 797 | |
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Total interest expense | | | 3,655 | | | 487 | | — | | | 4,142 | |
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Net interest income | | | 8,664 | | | 1,250 | | — | | | 9,914 | |
Provision for credit losses | | | 148 | | | 81 | | — | | | 229 | |
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Net interest income after provision for credit losses | | | 8,516 | | | 1,169 | | — | | | 9,685 | |
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FEE AND OTHER INCOME | | | | | | | | | | | | |
Service charges | | | 1,459 | | | 200 | | — | | | 1,659 | |
Other banking fees | | | 883 | | | 124 | | — | | | 1,007 | |
Commissions | | | 1,981 | | | 26 | | — | | | 2,007 | |
Fiduciary and asset management fees | | | 2,072 | | | 25 | | — | | | 2,097 | |
Advisory, underwriting and other investment banking fees | | | 640 | | | — | | — | | | 640 | |
Trading account profits | | | 51 | | | 6 | | — | | | 57 | |
Principal investing | | | 254 | | | — | | — | | | 254 | |
Securities gains (losses) | | | (33 | ) | | 9 | | — | | | (24 | ) |
Other income | | | 668 | | | 163 | | — | | | 831 | |
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Total fee and other income | | | 7,975 | | | 553 | | — | | | 8,528 | |
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NONINTEREST EXPENSE | | | | | | | | | | | | |
Salaries and employee benefits | | | 6,464 | | | 540 | | — | | | 7,004 | |
Occupancy | | | 687 | | | 83 | | — | | | 770 | |
Equipment | | | 780 | | | 67 | | — | | | 847 | |
Advertising | | | 142 | | | 9 | | — | | | 151 | |
Communications and supplies | | | 457 | | | 42 | | — | | | 499 | |
Professional and consulting fees | | | 369 | | | 41 | | — | | | 410 | |
Other intangible amortization | | | 318 | | | 9 | | 93 | | | 420 | |
Merger-related and restructuring expenses | | | 328 | | | — | | — | | | 328 | |
Sundry expense | | | 1,287 | | | 107 | | — | | | 1,394 | |
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Total noninterest expense | | | 10,832 | | | 898 | | 93 | | | 11,823 | |
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Minority interest in income of consolidated subsidiaries | | | 130 | | | — | | — | | | 130 | |
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Income before income taxes | | | 5,529 | | | 824 | | (93 | ) | | 6,260 | |
Income taxes | | | 1,763 | | | 258 | | (33 | ) | | 1,988 | |
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Net income | | $ | 3,766 | | | 566 | | (60 | ) | | 4,272 | |
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PER COMMON SHARE DATA | | | | | | | | | | | | |
Basic earnings | | $ | 2.90 | | | 1.71 | | — | | | 2.68 | |
Diluted earnings | | | 2.85 | | | 1.68 | | — | | | 2.64 | |
Cash dividends | | $ | 1.20 | | | 0.72 | | — | | | 1.20 | |
AVERAGE COMMON SHARES | | | | | | | | | | | | |
Basic | | | 1,299 | | | 332 | | (37 | ) | | 1,594 | |
Diluted | | | 1,321 | | | 336 | | (37 | ) | | 1,620 | |
See Notes to Supplemental Illustrative Combined Financial Information.
2
WACHOVIA CORPORATION AND SOUTHTRUST CORPORATION
SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION
ILLUSTRATIVE COMBINED CONSOLIDATED STATEMENTS OF INCOME(Unaudited)
| | | | | | | | | | |
| | Six Months Ended June 30, 2004
|
(In millions, except per share data)
| | Wachovia
| | SouthTrust
| | Combining Adjustments
| | | Illustrative Combined
|
INTEREST INCOME | | | | | | | | | | |
Interest and fees on loans | | $ | 4,651 | | 842 | | — | | | 5,493 |
Interest and dividends on securities | | | 2,251 | | 281 | | — | | | 2,532 |
Trading account interest | | | 434 | | 4 | | — | | | 438 |
Other interest income | | | 682 | | 13 | | — | | | 695 |
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Total interest income | | | 8,018 | | 1,140 | | — | | | 9,158 |
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INTEREST EXPENSE | | | | | | | | | | |
Interest on deposits | | | 1,302 | | 197 | | — | | | 1,499 |
Interest on short-term borrowings | | | 615 | | 18 | | — | | | 633 |
Interest on long-term debt | | | 402 | | 94 | | — | | | 496 |
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Total interest expense | | | 2,319 | | 309 | | — | | | 2,628 |
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Net interest income | | | 5,699 | | 831 | | — | | | 6,530 |
Provision for credit losses | | | 105 | | 57 | | — | | | 162 |
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Net interest income after provision for credit losses | | | 5,594 | | 774 | | — | | | 6,368 |
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FEE AND OTHER INCOME | | | | | | | | | | |
Service charges | | | 960 | | 132 | | — | | | 1,092 |
Other banking fees | | | 570 | | 82 | | — | | | 652 |
Commissions | | | 1,413 | | 18 | | — | | | 1,431 |
Fiduciary and asset management fees | | | 1,404 | | 16 | | — | | | 1,420 |
Advisory, underwriting and other investment banking fees | | | 403 | | — | | — | | | 403 |
Trading account profits | | | 111 | | 4 | | — | | | 115 |
Principal investing | | | 53 | | — | | — | | | 53 |
Securities gains | | | 38 | | 9 | | — | | | 47 |
Other income | | | 422 | | 129 | | — | | | 551 |
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Total fee and other income | | | 5,374 | | 390 | | — | | | 5,764 |
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NONINTEREST EXPENSE | | | | | | | | | | |
Salaries and employee benefits | | | 4,346 | | 361 | | — | | | 4,707 |
Occupancy | | | 453 | | 54 | | — | | | 507 |
Equipment | | | 512 | | 44 | | — | | | 556 |
Advertising | | | 96 | | 6 | | — | | | 102 |
Communications and supplies | | | 308 | | 28 | | — | | | 336 |
Professional and consulting fees | | | 235 | | 36 | | — | | | 271 |
Other intangible amortization | | | 219 | | 6 | | 62 | | | 287 |
Merger-related and restructuring expenses | | | 201 | | — | | — | | | 201 |
Sundry expense | | | 791 | | 82 | | — | | | 873 |
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Total noninterest expense | | | 7,161 | | 617 | | 62 | | | 7,840 |
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Minority interest in income of consolidated subsidiaries | | | 102 | | — | | — | | | 102 |
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Income before income taxes | | | 3,705 | | 547 | | (62 | ) | | 4,190 |
Income taxes | | | 1,202 | | 169 | | (22 | ) | | 1,349 |
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Net income | | $ | 2,503 | | 378 | | (40 | ) | | 2,841 |
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PER COMMON SHARE DATA | | | | | | | | | | |
Basic earnings | | $ | 1.92 | | 1.14 | | — | | | 1.78 |
Diluted earnings | | | 1.89 | | 1.12 | | — | | | 1.75 |
Cash dividends | | $ | 0.80 | | 0.48 | | — | | | 0.80 |
AVERAGE COMMON SHARES | | | | | | | | | | |
Basic | | | 1,301 | | 332 | | (37 | ) | | 1,596 |
Diluted | | | 1,323 | | 336 | | (37 | ) | | 1,622 |
See Notes to Supplemental Illustrative Combined Financial Information.
3
WACHOVIA CORPORATION AND SOUTHTRUST CORPORATION
SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION
ILLUSTRATIVE COMBINED CONSOLIDATED STATEMENTS OF INCOME(Unaudited)
| | | | | | | | | | | | |
| | Three Months Ended September 30, 2004
| |
(In millions, except per share data)
| | Wachovia
| | | SouthTrust
| | Combining Adjustments
| | | Illustrative Combined
| |
INTEREST INCOME | | | | | | | | | | | | |
Interest and fees on loans | | $ | 2,393 | | | 443 | | — | | | 2,836 | |
Interest and dividends on securities | | | 1,156 | | | 143 | | — | | | 1,299 | |
Trading account interest | | | 325 | | | 2 | | — | | | 327 | |
Other interest income | | | 427 | | | 9 | | — | | | 436 | |
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Total interest income | | | 4,301 | | | 597 | | — | | | 4,898 | |
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INTEREST EXPENSE | | | | | | | | | | | | |
Interest on deposits | | | 691 | | | 112 | | — | | | 803 | |
Interest on short-term borrowings | | | 396 | | | 14 | | — | | | 410 | |
Interest on long-term debt | | | 249 | | | 52 | | — | | | 301 | |
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Total interest expense | | | 1,336 | | | 178 | | — | | | 1,514 | |
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Net interest income | | | 2,965 | | | 419 | | — | | | 3,384 | |
Provision for credit losses | | | 43 | | | 24 | | — | | | 67 | |
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Net interest income after provision for credit losses | | | 2,922 | | | 395 | | — | | | 3,317 | |
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FEE AND OTHER INCOME | | | | | | | | | | | | |
Service charges | | | 499 | | | 68 | | — | | | 567 | |
Other banking fees | | | 313 | | | 42 | | — | | | 355 | |
Commissions | | | 568 | | | 8 | | — | | | 576 | |
Fiduciary and asset management fees | | | 668 | | | 9 | | — | | | 677 | |
Advisory, underwriting and other investment banking fees | | | 237 | | | — | | — | | | 237 | |
Trading account profits (losses) | | | (60 | ) | | 2 | | — | | | (58 | ) |
Principal investing | | | 201 | | | — | | — | | | 201 | |
Securities losses | | | (71 | ) | | — | | — | | | (71 | ) |
Other income | | | 246 | | | 34 | | — | | | 280 | |
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Total fee and other income | | | 2,601 | | | 163 | | — | | | 2,764 | |
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NONINTEREST EXPENSE | | | | | | | | | | | | |
Salaries and employee benefits | | | 2,118 | | | 179 | | — | | | 2,297 | |
Occupancy | | | 234 | | | 29 | | — | | | 263 | |
Equipment | | | 268 | | | 23 | | — | | | 291 | |
Advertising | | | 46 | | | 3 | | — | | | 49 | |
Communications and supplies | | | 149 | | | 14 | | — | | | 163 | |
Professional and consulting fees | | | 134 | | | 5 | | — | | | 139 | |
Other intangible amortization | | | 99 | | | 3 | | 31 | | | 133 | |
Merger-related and restructuring expenses | | | 127 | | | — | | — | | | 127 | |
Sundry expense | | | 496 | | | 25 | | — | | | 521 | |
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Total noninterest expense | | | 3,671 | | | 281 | | 31 | | | 3,983 | |
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Minority interest in income of consolidated subsidiaries | | | 28 | | | — | | — | | | 28 | |
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Income before income taxes | | | 1,824 | | | 277 | | (31 | ) | | 2,070 | |
Income taxes | | | 561 | | | 89 | | (11 | ) | | 639 | |
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Net income | | $ | 1,263 | | | 188 | | (20 | ) | | 1,431 | |
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PER COMMON SHARE DATA | | | | | | | | | | | | |
Basic earnings | | $ | 0.97 | | | 0.56 | | — | | | 0.90 | |
Diluted earnings | | | 0.96 | | | 0.56 | | — | | | 0.88 | |
Cash dividends | | $ | 0.40 | | | 0.24 | | — | | | 0.40 | |
AVERAGE COMMON SHARES | | | | | | | | | | | | |
Basic | | | 1,296 | | | 334 | | (37 | ) | | 1,593 | |
Diluted | | | 1,316 | | | 339 | | (37 | ) | | 1,618 | |
See Notes to Supplemental Illustrative Combined Financial Information.
4
WACHOVIA CORPORATION AND SOUTHTRUST CORPORATION
SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION
ILLUSTRATIVE COMBINED CONSOLIDATED STATEMENTS OF INCOME(Unaudited)
| | | | | | | | | | |
| | Three Months Ended June 30, 2004
|
(In millions, except per share data)
| | Wachovia
| | SouthTrust
| | Combining Adjustments
| | | Illustrative Combined
|
INTEREST INCOME | | | | | | | | | | |
Interest and fees on loans | | $ | 2,316 | | 425 | | — | | | 2,741 |
Interest and dividends on securities | | | 1,110 | | 139 | | — | | | 1,249 |
Trading account interest | | | 237 | | 2 | | — | | | 239 |
Other interest income | | | 356 | | 8 | | — | | | 364 |
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Total interest income | | | 4,019 | | 574 | | — | | | 4,593 |
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INTEREST EXPENSE | | | | | | | | | | |
Interest on deposits | | | 654 | | 98 | | — | | | 752 |
Interest on short-term borrowings | | | 316 | | 8 | | — | | | 324 |
Interest on long-term debt | | | 211 | | 48 | | — | | | 259 |
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Total interest expense | | | 1,181 | | 154 | | — | | | 1,335 |
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Net interest income | | | 2,838 | | 420 | | — | | | 3,258 |
Provision for credit losses | | | 61 | | 29 | | — | | | 90 |
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| |
|
Net interest income after provision for credit losses | | | 2,777 | | 391 | | — | | | 3,168 |
| |
|
| |
| |
|
| |
|
FEE AND OTHER INCOME | | | | | | | | | | |
Service charges | | | 489 | | 67 | | — | | | 556 |
Other banking fees | | | 301 | | 43 | | — | | | 344 |
Commissions | | | 657 | | 9 | | — | | | 666 |
Fiduciary and asset management fees | | | 700 | | 8 | | — | | | 708 |
Advisory, underwriting and other investment banking fees | | | 203 | | — | | — | | | 203 |
Trading account profits | | | 34 | | 2 | | — | | | 36 |
Principal investing | | | 15 | | — | | — | | | 15 |
Securities gains | | | 36 | | 6 | | — | | | 42 |
Other income | | | 172 | | 95 | | — | | | 267 |
| |
|
| |
| |
|
| |
|
Total fee and other income | | | 2,607 | | 230 | | — | | | 2,837 |
| |
|
| |
| |
|
| |
|
NONINTEREST EXPENSE | | | | | | | | | | |
Salaries and employee benefits | | | 2,164 | | 184 | | — | | | 2,348 |
Occupancy | | | 224 | | 28 | | — | | | 252 |
Equipment | | | 253 | | 22 | | — | | | 275 |
Advertising | | | 48 | | 3 | | — | | | 51 |
Communications and supplies | | | 157 | | 14 | | — | | | 171 |
Professional and consulting fees | | | 126 | | 28 | | — | | | 154 |
Other intangible amortization | | | 107 | | 3 | | 31 | | | 141 |
Merger-related and restructuring expenses | | | 102 | | — | | — | | | 102 |
Sundry expense | | | 314 | | 54 | | — | | | 368 |
| |
|
| |
| |
|
| |
|
Total noninterest expense | | | 3,495 | | 336 | | 31 | | | 3,862 |
| |
|
| |
| |
|
| |
|
Minority interest in income of consolidated subsidiaries | | | 45 | | — | | — | | | 45 |
| |
|
| |
| |
|
| |
|
Income before income taxes | | | 1,844 | | 285 | | (31 | ) | | 2,098 |
Income taxes | | | 592 | | 90 | | (11 | ) | | 671 |
| |
|
| |
| |
|
| |
|
Net income | | $ | 1,252 | | 195 | | (20 | ) | | 1,427 |
| |
|
| |
| |
|
| |
|
PER COMMON SHARE DATA | | | | | | | | | | |
Basic earnings | | $ | 0.96 | | 0.59 | | — | | | 0.89 |
Diluted earnings | | | 0.95 | | 0.58 | | — | | | 0.88 |
Cash dividends | | $ | 0.40 | | 0.24 | | — | | | 0.40 |
AVERAGE COMMON SHARES | | | | | | | | | | |
Basic | | | 1,300 | | 332 | | (37 | ) | | 1,595 |
Diluted | | | 1,320 | | 336 | | (37 | ) | | 1,619 |
See Notes to Supplemental Illustrative Combined Financial Information.
5
WACHOVIA CORPORATION AND SOUTHTRUST CORPORATION
SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION
ILLUSTRATIVE COMBINED CONSOLIDATED STATEMENTS OF INCOME(Unaudited)
| | | | | | | | | | |
| | Three Months Ended March 31, 2004
|
(In millions, except per share data)
| | Wachovia
| | SouthTrust
| | Combining Adjustments
| | | Illustrative Combined
|
INTEREST INCOME | | | | | | | | | | |
Interest and fees on loans | | $ | 2,335 | | 417 | | — | | | 2,752 |
Interest and dividends on securities | | | 1,141 | | 142 | | — | | | 1,283 |
Trading account interest | | | 197 | | 2 | | — | | | 199 |
Other interest income | | | 326 | | 5 | | — | | | 331 |
| |
|
| |
| |
|
| |
|
Total interest income | | | 3,999 | | 566 | | — | | | 4,565 |
| |
|
| |
| |
|
| |
|
INTEREST EXPENSE | | | | | | | | | | |
Interest on deposits | | | 648 | | 99 | | — | | | 747 |
Interest on short-term borrowings | | | 299 | | 10 | | — | | | 309 |
Interest on long-term debt | | | 191 | | 46 | | — | | | 237 |
| |
|
| |
| |
|
| |
|
Total interest expense | | | 1,138 | | 155 | | — | | | 1,293 |
| |
|
| |
| |
|
| |
|
Net interest income | | | 2,861 | | 411 | | — | | | 3,272 |
Provision for credit losses | | | 44 | | 28 | | — | | | 72 |
| |
|
| |
| |
|
| |
|
Net interest income after provision for credit losses | | | 2,817 | | 383 | | — | | | 3,200 |
| |
|
| |
| |
|
| |
|
FEE AND OTHER INCOME | | | | | | | | | | |
Service charges | | | 471 | | 65 | | — | | | 536 |
Other banking fees | | | 269 | | 39 | | — | | | 308 |
Commissions | | | 756 | | 9 | | — | | | 765 |
Fiduciary and asset management fees | | | 704 | | 8 | | — | | | 712 |
Advisory, underwriting and other investment banking fees | | | 200 | | — | | — | | | 200 |
Trading account profits | | | 77 | | 2 | | — | | | 79 |
Principal investing | | | 38 | | — | | — | | | 38 |
Securities gains | | | 2 | | 3 | | — | | | 5 |
Other income | | | 250 | | 34 | | — | | | 284 |
| |
|
| |
| |
|
| |
|
Total fee and other income | | | 2,767 | | 160 | | — | | | 2,927 |
| |
|
| |
| |
|
| |
|
NONINTEREST EXPENSE | | | | | | | | | | |
Salaries and employee benefits | | | 2,182 | | 177 | | — | | | 2,359 |
Occupancy | | | 229 | | 26 | | — | | | 255 |
Equipment | | | 259 | | 22 | | — | | | 281 |
Advertising | | | 48 | | 3 | | — | | | 51 |
Communications and supplies | | | 151 | | 14 | | — | | | 165 |
Professional and consulting fees | | | 109 | | 8 | | — | | | 117 |
Other intangible amortization | | | 112 | | 3 | | 31 | | | 146 |
Merger-related and restructuring expenses | | | 99 | | — | | — | | | 99 |
Sundry expense | | | 477 | | 28 | | — | | | 505 |
| |
|
| |
| |
|
| |
|
Total noninterest expense | | | 3,666 | | 281 | | 31 | | | 3,978 |
| |
|
| |
| |
|
| |
|
Minority interest in income of consolidated subsidiaries | | | 57 | | — | | — | | | 57 |
| |
|
| |
| |
|
| |
|
Income before income taxes | | | 1,861 | | 262 | | (31 | ) | | 2,092 |
Income taxes | | | 610 | | 79 | | (11 | ) | | 678 |
| |
|
| |
| |
|
| |
|
Net income | | $ | 1,251 | | 183 | | (20 | ) | | 1,414 |
| |
|
| |
| |
|
| |
|
PER COMMON SHARE DATA | | | | | | | | | | |
Basic earnings | | $ | 0.96 | | 0.55 | | — | | | 0.89 |
Diluted earnings | | | 0.94 | | 0.55 | | — | | | 0.87 |
Cash dividends | | $ | 0.40 | | 0.24 | | — | | | 0.40 |
AVERAGE COMMON SHARES | | | | | | | | | | |
Basic | | | 1,302 | | 331 | | (36 | ) | | 1,597 |
Diluted | | | 1,326 | | 335 | | (37 | ) | | 1,624 |
See Notes to Supplemental Illustrative Combined Financial Information.
6
WACHOVIA CORPORATION AND SOUTHTRUST CORPORATION
SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION
ILLUSTRATIVE COMBINED CONSOLIDATED STATEMENTS OF INCOME(Unaudited)
| | | | | | | | | | | | |
| | Three Months Ended December 31, 2003
| |
(In millions, except per share data)
| | Wachovia
| | | SouthTrust
| | Combining Adjustments
| | | Illustrative Combined
| |
INTEREST INCOME | | | | | | | | | | | | |
Interest and fees on loans | | $ | 2,357 | | | 425 | | — | | | 2,782 | |
Interest and dividends on securities | | | 1,104 | | | 142 | | — | | | 1,246 | |
Trading account interest | | | 189 | | | 2 | | — | | | 191 | |
Other interest income | | | 301 | | | 5 | | — | | | 306 | |
| |
|
|
| |
| |
|
| |
|
|
Total interest income | | | 3,951 | | | 574 | | — | | | 4,525 | |
| |
|
|
| |
| |
|
| |
|
|
INTEREST EXPENSE | | | | | | | | | | | | |
Interest on deposits | | | 568 | | | 102 | | — | | | 670 | |
Interest on short-term borrowings | | | 311 | | | 10 | | — | | | 321 | |
Interest on long-term debt | | | 195 | | | 47 | | — | | | 242 | |
| |
|
|
| |
| |
|
| |
|
|
Total interest expense | | | 1,074 | | | 159 | | — | | | 1,233 | |
| |
|
|
| |
| |
|
| |
|
|
Net interest income | | | 2,877 | | | 415 | | — | | | 3,292 | |
Provision for credit losses | | | 86 | | | 37 | | — | | | 123 | |
| |
|
|
| |
| |
|
| |
|
|
Net interest income after provision for credit losses | | | 2,791 | | | 378 | | — | | | 3,169 | |
| |
|
|
| |
| |
|
| |
|
|
FEE AND OTHER INCOME | | | | | | | | | | | | |
Service charges | | | 436 | | | 69 | | — | | | 505 | |
Other banking fees | | | 250 | | | 51 | | — | | | 301 | |
Commissions | | | 732 | | | 14 | | — | | | 746 | |
Fiduciary and asset management fees | | | 700 | | | 9 | | — | | | 709 | |
Advisory, underwriting and other investment banking fees | | | 223 | | | — | | — | | | 223 | |
Trading account profits | | | 14 | | | 2 | | — | | | 16 | |
Principal investing | | | (13 | ) | | — | | — | | | (13 | ) |
Securities losses | | | (24 | ) | | — | | — | | | (24 | ) |
Other income | | | 295 | | | 32 | | — | | | 327 | |
| |
|
|
| |
| |
|
| |
|
|
Total fee and other income | | | 2,613 | | | 177 | | — | | | 2,790 | |
| |
|
|
| |
| |
|
| |
|
|
NONINTEREST EXPENSE | | | | | | | | | | | | |
Salaries and employee benefits | | | 2,152 | | | 178 | | — | | | 2,330 | |
Occupancy | | | 244 | | | 28 | | — | | | 272 | |
Equipment | | | 285 | | | 23 | | — | | | 308 | |
Advertising | | | 56 | | | 2 | | — | | | 58 | |
Communications and supplies | | | 156 | | | 14 | | — | | | 170 | |
Professional and consulting fees | | | 146 | | | 12 | | — | | | 158 | |
Other intangible amortization | | | 120 | | | 3 | | 31 | | | 154 | |
Merger-related and restructuring expenses | | | 135 | | | — | | — | | | 135 | |
Sundry expense | | | 481 | | | 36 | | — | | | 517 | |
| |
|
|
| |
| |
|
| |
|
|
Total noninterest expense | | | 3,775 | | | 296 | | 31 | | | 4,102 | |
| |
|
|
| |
| |
|
| |
|
|
Minority interest in income of consolidated subsidiaries | | | 63 | | | — | | — | | | 63 | |
| |
|
|
| |
| |
|
| |
|
|
Income before income taxes | | | 1,566 | | | 259 | | (31 | ) | | 1,794 | |
Income taxes | | | 466 | | | 79 | | (11 | ) | | 534 | |
| |
|
|
| |
| |
|
| |
|
|
Net income | | $ | 1,100 | | | 180 | | (20 | ) | | 1,260 | |
| |
|
|
| |
| |
|
| |
|
|
PER COMMON SHARE DATA | | | | | | | | | | | | |
Basic earnings | | $ | 0.84 | | | 0.54 | | — | | | 0.78 | |
Diluted earnings | | | 0.83 | | | 0.54 | | — | | | 0.77 | |
Cash dividends | | $ | 0.35 | | | 0.21 | | — | | | 0.35 | |
AVERAGE COMMON SHARES | | | | | | | | | | | | |
Basic | | | 1,311 | | | 332 | | (37 | ) | | 1,606 | |
Diluted | | | 1,332 | | | 336 | | (37 | ) | | 1,631 | |
See Notes to Supplemental Illustrative Combined Financial Information.
7
WACHOVIA CORPORATION
SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION
BUSINESS SEGMENTS(Unaudited) (As reported)
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, 2003
|
(Dollars in millions)
| | General Bank
| | | Capital Management
| | | Wealth Management
| | Corporate and Investment Bank
| | | Parent
| | | Net Merger- Related and Restructuring Expenses
| | | Total
|
CONSOLIDATED | | | | | | | | | | | | | | | | | | | | |
Net interest income | | $ | 7,315 | | | 249 | | | 434 | | 2,312 | | | 553 | | | (256 | ) | | 10,607 |
Fee and other income | | | 2,191 | | | 4,191 | | | 534 | | 2,262 | | | 304 | | | — | | | 9,482 |
Intersegment revenue | | | 179 | | | (69 | ) | | 6 | | (116 | ) | | — | | | — | | | — |
| |
|
|
| |
|
| |
| |
|
| |
|
| |
|
| |
|
Total revenue | | | 9,685 | | | 4,371 | | | 974 | | 4,458 | | | 857 | | | (256 | ) | | 20,089 |
Provision for credit losses | | | 470 | | | — | | | 12 | | 250 | | | (146 | ) | | — | | | 586 |
Noninterest expense | | | 5,334 | | | 3,684 | | | 722 | | 2,335 | | | 762 | | | 443 | | | 13,280 |
Minority interest | | | — | | | — | | | — | | — | | | 174 | | | (31 | ) | | 143 |
Income taxes (benefits) | | | 1,377 | | | 250 | | | 88 | | 570 | | | (298 | ) | | (154 | ) | | 1,833 |
Tax-equivalent adjustment | | | 39 | | | 1 | | | — | | 126 | | | 90 | | | (256 | ) | | — |
| |
|
|
| |
|
| |
| |
|
| |
|
| |
|
| |
|
Income before change in accounting principle | | | 2,465 | | | 436 | | | 152 | | 1,177 | | | 275 | | | (258 | ) | | 4,247 |
Change in accounting principle, net | | | — | | | — | | | — | | — | | | 17 | | | — | | | 17 |
| |
|
|
| |
|
| |
| |
|
| |
|
| |
|
| |
|
Net income | | | 2,465 | | | 436 | | | 152 | | 1,177 | | | 292 | | | (258 | ) | | 4,264 |
Dividends on preferred stock | | | — | | | — | | | — | | — | | | 5 | | | — | | | 5 |
| |
|
|
| |
|
| |
| |
|
| |
|
| |
|
| |
|
Net income available to common stockholders | | $ | 2,465 | | | 436 | | | 152 | | 1,177 | | | 287 | | | (258 | ) | | 4,259 |
| |
|
|
| |
|
| |
| |
|
| |
|
| |
|
| |
|
Cash overhead efficiency ratio | | | 55.07 | % | | 84.28 | | | 74.22 | | 52.37 | | | 28.39 | | | — | | | 60.55 |
Average loans, net | | $ | 113,867 | | | 139 | | | 9,638 | | 33,210 | | | 1,473 | | | — | | | 158,327 |
Average core deposits | | $ | 152,720 | | | 2,788 | | | 10,922 | | 15,395 | | | 1,297 | | | — | | | 183,122 |
WACHOVIA CORPORATION/SOUTHTRUST CORPORATION
SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION
ILLUSTRATIVE COMBINED BUSINESS SEGMENTS(Unaudited)
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, 2003
|
(Dollars in millions)
| | General Bank
| | | Capital Management
| | | Wealth Management
| | Corporate and Investment Bank
| | | Parent
| | | Net Merger- Related and Restructuring Expenses
| | | Illustrative Combined
|
CONSOLIDATED | | | | | | | | | | | | | | | | | | | | |
Net interest income | | $ | 8,779 | | | 266 | | | 459 | | 2,359 | | | 671 | | | (268 | ) | | 12,266 |
Fee and other income | | | 2,715 | | | 4,249 | | | 550 | | 2,287 | | | 396 | | | — | | | 10,197 |
Intersegment revenue | | | 183 | | | (73 | ) | | 6 | | (116 | ) | | — | | | — | | | — |
| |
|
|
| |
|
| |
| |
|
| |
|
| |
|
| |
|
Total revenue | | | 11,677 | | | 4,442 | | | 1,015 | | 4,530 | | | 1,067 | | | (268 | ) | | 22,463 |
Provision for credit losses | | | 578 | | | — | | | 13 | | 255 | | | (131 | ) | | — | | | 715 |
Noninterest expense | | | 6,392 | | | 3,739 | | | 742 | | 2,371 | | | 934 | | | 443 | | | 14,621 |
Minority interest | | | — | | | — | | | — | | — | | | 174 | | | (31 | ) | | 143 |
Income taxes (benefits) | | | 1,666 | | | 255 | | | 95 | | 569 | | | (319 | ) | | (154 | ) | | 2,112 |
Tax-equivalent adjustment | | | 52 | | | 1 | | | — | | 139 | | | 76 | | | (268 | ) | | — |
| |
|
|
| |
|
| |
| |
|
| |
|
| |
|
| |
|
Income before change in accounting principle | | | 2,989 | | | 447 | | | 165 | | 1,196 | | | 333 | | | (258 | ) | | 4,872 |
Change in accounting principle, net | | | — | | | — | | | — | | — | | | 17 | | | — | | | 17 |
| |
|
|
| |
|
| |
| |
|
| |
|
| |
|
| |
|
Net income | | | 2,989 | | | 447 | | | 165 | | 1,196 | | | 350 | | | (258 | ) | | 4,889 |
Dividends on preferred stock | | | — | | | — | | | — | | — | | | 5 | | | — | | | 5 |
| |
|
|
| |
|
| |
| |
|
| |
|
| |
|
| |
|
Net income available to common stockholders | | $ | 2,989 | | | 447 | | | 165 | | 1,196 | | | 345 | | | (258 | ) | | 4,884 |
| |
|
|
| |
|
| |
| |
|
| |
|
| |
|
| |
|
Cash overhead efficiency ratio | | | 54.74 | % | | 84.15 | | | 73.18 | | 52.34 | | | 25.90 | | | — | | | 59.49 |
Average loans, net | | $ | 143,680 | | | 140 | | | 10,120 | | 34,751 | | | 4,192 | | | — | | | 192,883 |
Average core deposits | | $ | 176,708 | | | 3,247 | | | 11,241 | | 15,524 | | | 2,025 | | | — | | | 208,745 |
See Notes to Supplemental Illustrative Combined Financial Information.
8
WACHOVIA CORPORATION
SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION
BUSINESS SEGMENTS(Unaudited) (As reported)
| | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, 2004
|
(Dollars in millions)
| | General Bank
| | | Capital Management
| | | Wealth Management
| | | Corporate and Investment Bank
| | | Parent
| | | Net Merger- Related and Restructuring Expenses
| | | Total
|
CONSOLIDATED | | | | | | | | | | | | | | | | | | | | | |
Net interest income | | $ | 1,994 | | | 152 | | | 131 | | | 597 | | | 154 | | | (63 | ) | | 2,965 |
Fee and other income | | | 601 | | | 1,131 | | | 136 | | | 787 | | | (54 | ) | | — | | | 2,601 |
Intersegment revenue | | | 43 | | | (13 | ) | | 2 | | | (33 | ) | | 1 | | | — | | | — |
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Total revenue | | | 2,638 | | | 1,270 | | | 269 | | | 1,351 | | | 101 | | | (63 | ) | | 5,566 |
Provision for credit losses | | | 74 | | | — | | | (1 | ) | | (15 | ) | | (15 | ) | | — | | | 43 |
Noninterest expense | | | 1,366 | | | 1,096 | | | 189 | | | 679 | | | 214 | | | 127 | | | 3,671 |
Minority interest | | | — | | | — | | | — | | | — | | | 65 | | | (37 | ) | | 28 |
Income taxes (benefits) | | | 426 | | | 63 | | | 30 | | | 222 | | | (145 | ) | | (35 | ) | | 561 |
Tax-equivalent adjustment | | | 10 | | | — | | | — | | | 30 | | | 23 | | | (63 | ) | | — |
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Net income (loss) | | $ | 762 | | | 111 | | | 51 | | | 435 | | | (41 | ) | | (55 | ) | | 1,263 |
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Cash overhead efficiency ratio | | | 51.82 | % | | 86.29 | | | 70.34 | | | 50.22 | | | 112.81 | | | — | | | 61.20 |
Average loans, net | | $ | 124,574 | | | 346 | | | 11,481 | | | 33,240 | | | (1,089 | ) | | — | | | 168,552 |
Average core deposits | | $ | 170,329 | | | 29,099 | | | 12,462 | | | 19,366 | | | 1,733 | | | — | | | 232,989 |
WACHOVIA CORPORATION/SOUTHTRUST CORPORATION SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION ILLUSTRATIVE COMBINED BUSINESS SEGMENTS(Unaudited) |
| | Three Months Ended September 30, 2004
|
(Dollars in millions)
| | General Bank
| | | Capital Management
| | | Wealth Management
| | | Corporate and Investment Bank
| | | Parent
| | | Net Merger- Related and Restructuring Expenses
| | | Illustrative Combined
|
CONSOLIDATED | | | | | | | | | | | | | | | | | | | | | |
Net interest income | | $ | 2,372 | | | 154 | | | 138 | | | 607 | | | 179 | | | (66 | ) | | 3,384 |
Fee and other income | | | 726 | | | 1,144 | | | 140 | | | 794 | | | (40 | ) | | — | | | 2,764 |
Intersegment revenue | | | 44 | | | (14 | ) | | 2 | | | (33 | ) | | 1 | | | — | | | — |
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Total revenue | | | 3,142 | | | 1,284 | | | 280 | | | 1,368 | | | 140 | | | (66 | ) | | 6,148 |
Provision for credit losses | | | 93 | | | — | | | — | | | (13 | ) | | (13 | ) | | — | | | 67 |
Noninterest expense | | | 1,621 | | | 1,109 | | | 194 | | | 685 | | | 247 | | | 127 | | | 3,983 |
Minority interest | | | — | | | — | | | — | | | — | | | 65 | | | (37 | ) | | 28 |
Income taxes (benefits) | | | 507 | | | 64 | | | 31 | | | 224 | | | (152 | ) | | (35 | ) | | 639 |
Tax-equivalent adjustment | | | 13 | | | — | | | — | | | 33 | | | 20 | | | (66 | ) | | — |
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Net income (loss) | | $ | 908 | | | 111 | | | 55 | | | 439 | | | (27 | ) | | (55 | ) | | 1,431 |
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Cash overhead efficiency ratio | | | 51.61 | % | | 86.40 | | | 69.41 | | | 50.14 | | | 79.78 | | | — | | | 59.91 |
Average loans, net | | $ | 155,929 | | | 346 | | | 11,996 | | | 34,783 | | | 2,161 | | | — | | | 205,215 |
Average core deposits | | $ | 196,282 | | | 29,577 | | | 12,819 | | | 19,481 | | | 2,505 | | | — | | | 260,664 |
See Notes to Supplemental Illustrative Combined Financial Information.
9
WACHOVIA CORPORATION
SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION
BUSINESS SEGMENTS(Unaudited) (As reported)
| | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, 2004
|
(Dollars in millions)
| | General Bank
| | | Capital Management
| | | Wealth Management
| | Corporate and Investment Bank
| | | Parent
| | | Net Merger- Related and Restructuring Expenses
| | | Total
|
CONSOLIDATED | | | | | | | | | | | | | | | | | | | | |
Net interest income | | $ | 1,901 | | | 131 | | | 120 | | 613 | | | 138 | | | (65 | ) | | 2,838 |
Fee and other income | | | 600 | | | 1,245 | | | 144 | | 716 | | | (98 | ) | | — | | | 2,607 |
Intersegment revenue | | | 40 | | | (12 | ) | | 2 | | (30 | ) | | — | | | — | | | — |
| |
|
|
| |
|
| |
| |
|
| |
|
| |
|
| |
|
Total revenue | | | 2,541 | | | 1,364 | | | 266 | | 1,299 | | | 40 | | | (65 | ) | | 5,445 |
Provision for credit losses | | | 65 | | | — | | | — | | (4 | ) | | — | | | — | | | 61 |
Noninterest expense | | | 1,310 | | | 1,144 | | | 190 | | 616 | | | 133 | | | 102 | | | 3,495 |
Minority interest | | | — | | | — | | | — | | — | | | 70 | | | (25 | ) | | 45 |
Income taxes (benefits) | | | 412 | | | 80 | | | 28 | | 223 | | | (121 | ) | | (30 | ) | | 592 |
Tax-equivalent adjustment | | | 11 | | | — | | | — | | 31 | | | 23 | | | (65 | ) | | — |
| |
|
|
| |
|
| |
| |
|
| |
|
| |
|
| |
|
Net income (loss) | | $ | 743 | | | 140 | | | 48 | | 433 | | | (65 | ) | | (47 | ) | | 1,252 |
| |
|
|
| |
|
| |
| |
|
| |
|
| |
|
| |
|
Cash overhead efficiency ratio | | | 51.53 | % | | 83.86 | | | 71.54 | | 47.50 | | | 67.74 | | | — | | | 59.66 |
Average loans, net | | $ | 122,040 | | | 254 | | | 10,878 | | 29,816 | | | 654 | | | — | | | 163,642 |
Average core deposits | | $ | 166,481 | | | 24,734 | | | 12,230 | | 18,712 | | | 1,652 | | | — | | | 223,809 |
WACHOVIA CORPORATION/SOUTHTRUST CORPORATION SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION ILLUSTRATIVE COMBINED BUSINESS SEGMENTS(Unaudited) |
| | Three Months Ended June 30, 2004
|
(Dollars in millions)
| | General Bank
| | | Capital Management
| | | Wealth Management
| | Corporate and Investment Bank
| | | Parent
| | | Net Merger- Related and Restructuring Expenses
| | | Illustrative Combined
|
CONSOLIDATED | | | | | | | | | | | | | | | | | | | | |
Net interest income | | $ | 2,281 | | | 133 | | | 127 | | 621 | | | 164 | | | (68 | ) | | 3,258 |
Fee and other income | | | 718 | | | 1,259 | | | 148 | | 723 | | | (11 | ) | | — | | | 2,837 |
Intersegment revenue | | | 41 | | | (13 | ) | | 2 | | (30 | ) | | — | | | — | | | — |
| |
|
|
| |
|
| |
| |
|
| |
|
| |
|
| |
|
Total revenue | | | 3,040 | | | 1,379 | | | 277 | | 1,314 | | | 153 | | | (68 | ) | | 6,095 |
Provision for credit losses | | | 90 | | | — | | | — | | (4 | ) | | 4 | | | — | | | 90 |
Noninterest expense | | | 1,596 | | | 1,159 | | | 195 | | 625 | | | 185 | | | 102 | | | 3,862 |
Minority interest | | | — | | | — | | | — | | — | | | 70 | | | (25 | ) | | 45 |
Income taxes (benefits) | | | 477 | | | 79 | | | 30 | | 220 | | | (105 | ) | | (30 | ) | | 671 |
Tax-equivalent adjustment | | | 14 | | | — | | | — | | 35 | | | 19 | | | (68 | ) | | — |
| |
|
|
| |
|
| |
| |
|
| |
|
| |
|
| |
|
Net income (loss) | | $ | 863 | | | 141 | | | 52 | | 438 | | | (20 | ) | | (47 | ) | | 1,427 |
| |
|
|
| |
|
| |
| |
|
| |
|
| |
|
| |
|
Cash overhead efficiency ratio | | | 52.49 | % | | 83.99 | | | 70.76 | | 47.54 | | | 30.00 | | | — | | | 58.76 |
Average loans, net | | $ | 153,333 | | | 254 | | | 11,392 | | 31,302 | | | 3,715 | | | — | | | 199,996 |
Average core deposits | | $ | 192,355 | | | 25,444 | | | 12,593 | | 18,831 | | | 2,376 | | | — | | | 251,599 |
See Notes to Supplemental Illustrative Combined Financial Information.
10
WACHOVIA CORPORATION
SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION
BUSINESS SEGMENTS(Unaudited) (As reported)
| | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, 2004
|
(Dollars in millions)
| | General Bank
| | | Capital Management
| | | Wealth Management
| | Corporate and Investment Bank
| | | Parent
| | | Net Merger- Related and Restructuring Expenses
| | | Total
|
CONSOLIDATED | | | | | | | | | | | | | | | | | | | | |
Net interest income | | $ | 1,856 | | | 117 | | | 115 | | 597 | | | 238 | | | (62 | ) | | 2,861 |
Fee and other income | | | 569 | | | 1,350 | | | 141 | | 743 | | | (36 | ) | | — | | | 2,767 |
Intersegment revenue | | | 38 | | | (13 | ) | | 1 | | (27 | ) | | 1 | | | — | | | — |
| |
|
|
| |
|
| |
| |
|
| |
|
| |
|
| |
|
Total revenue | | | 2,463 | | | 1,454 | | | 257 | | 1,313 | | | 203 | | | (62 | ) | | 5,628 |
Provision for credit losses | | | 68 | | | — | | | — | | (26 | ) | | 2 | | | — | | | 44 |
Noninterest expense | | | 1,327 | | | 1,222 | | | 186 | | 617 | | | 215 | | | 99 | | | 3,666 |
Minority interest | | | — | | | — | | | — | | — | | | 79 | | | (22 | ) | | 57 |
Income taxes (benefits) | | | 377 | | | 84 | | | 26 | | 233 | | | (81 | ) | | (29 | ) | | 610 |
Tax-equivalent adjustment | | | 10 | | | — | | | — | | 32 | | | 20 | | | (62 | ) | | — |
| |
|
|
| |
|
| |
| |
|
| |
|
| |
|
| |
|
Net income (loss) | | $ | 681 | | | 148 | | | 45 | | 457 | | | (32 | ) | | (48 | ) | | 1,251 |
| |
|
|
| |
|
| |
| |
|
| |
|
| |
|
| |
|
Cash overhead efficiency ratio | | | 53.86 | % | | 84.04 | | | 72.50 | | 46.95 | | | 50.44 | | | — | | | 60.70 |
Average loans, net | | $ | 118,161 | | | 139 | | | 10,393 | | 29,702 | | | 786 | | | — | | | 159,181 |
Average core deposits | | $ | 160,819 | | | 18,348 | | | 11,576 | | 16,691 | | | 1,239 | | | — | | | 208,673 |
WACHOVIA CORPORATION/SOUTHTRUST CORPORATION SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION ILLUSTRATIVE COMBINED BUSINESS SEGMENTS(Unaudited) |
| | Three Months Ended March 31, 2004
|
(Dollars in millions)
| | General Bank
| | | Capital Management
| | | Wealth Management
| | Corporate and Investment Bank
| | | Parent
| | | Net Merger- Related and Restructuring Expenses
| | | Illustrative Combined
|
CONSOLIDATED | | | | | | | | | | | | | | | | | | | | |
Net interest income | | $ | 2,221 | | | 121 | | | 121 | | 607 | | | 267 | | | (65 | ) | | 3,272 |
Fee and other income | | | 687 | | | 1,364 | | | 145 | | 756 | | | (25 | ) | | — | | | 2,927 |
Intersegment revenue | | | 39 | | | (14 | ) | | 1 | | (27 | ) | | 1 | | | — | | | — |
| |
|
|
| |
|
| |
| |
|
| |
|
| |
|
| |
|
Total revenue | | | 2,947 | | | 1,471 | | | 267 | | 1,336 | | | 243 | | | (65 | ) | | 6,199 |
Provision for credit losses | | | 92 | | | — | | | — | | (26 | ) | | 6 | | | — | | | 72 |
Noninterest expense | | | 1,581 | | | 1,235 | | | 192 | | 624 | | | 247 | | | 99 | | | 3,978 |
Minority interest | | | — | | | — | | | — | | — | | | 79 | | | (22 | ) | | 57 |
Income taxes (benefits) | | | 448 | | | 86 | | | 27 | | 236 | | | (90 | ) | | (29 | ) | | 678 |
Tax-equivalent adjustment | | | 14 | | | — | | | — | | 35 | | | 16 | | | (65 | ) | | — |
| |
|
|
| |
|
| |
| |
|
| |
|
| |
|
| |
|
Net income (loss) | | $ | 812 | | | 150 | | | 48 | | 467 | | | (15 | ) | | (48 | ) | | 1,414 |
| |
|
|
| |
|
| |
| |
|
| |
|
| |
|
| |
|
Cash overhead efficiency ratio | | | 53.65 | % | | 83.97 | | | 71.57 | | 46.70 | | | 40.80 | | | — | | | 59.56 |
Average loans, net | | $ | 148,883 | | | 139 | | | 10,902 | | 31,133 | | | 3,709 | | | — | | | 194,766 |
Average core deposits | | $ | 185,963 | | | 19,058 | | | 11,909 | | 16,810 | | | 1,953 | | | — | | | 235,693 |
See Notes to Supplemental Illustrative Combined Financial Information.
11
WACHOVIA CORPORATION
SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION
BUSINESS SEGMENTS(Unaudited) (As reported)
| | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended December 31, 2003
|
(Dollars in millions)
| | General Bank
| | | Capital Management
| | | Wealth Management
| | Corporate and Investment Bank
| | | Parent
| | | Net Merger- Related and Restructuring Expenses
| | | Total
|
CONSOLIDATED | | | | | | | | | | | | | | | | | | | | |
Net interest income | | $ | 1,875 | | | 95 | | | 114 | | 589 | | | 269 | | | (65 | ) | | 2,877 |
Fee and other income | | | 501 | | | 1,327 | | | 138 | | 621 | | | 26 | | | — | | | 2,613 |
Intersegment revenue | | | 49 | | | (17 | ) | | 2 | | (34 | ) | | — | | | — | | | — |
| |
|
|
| |
|
| |
| |
|
| |
|
| |
|
| |
|
Total revenue | | | 2,425 | | | 1,405 | | | 254 | | 1,176 | | | 295 | | | (65 | ) | | 5,490 |
Provision for credit losses | | | 145 | | | — | | | 1 | | 35 | | | (95 | ) | | — | | | 86 |
Noninterest expense | | | 1,396 | | | 1,196 | | | 187 | | 648 | | | 213 | | | 135 | | | 3,775 |
Minority interest | | | — | | | — | | | — | | — | | | 78 | | | (15 | ) | | 63 |
Income taxes (benefits) | | | 312 | | | 75 | | | 25 | | 151 | | | (52 | ) | | (45 | ) | | 466 |
Tax-equivalent adjustment | | | 10 | | | 1 | | | — | | 32 | | | 22 | | | (65 | ) | | — |
| |
|
|
| |
|
| |
| |
|
| |
|
| |
|
| |
|
Net income | | $ | 562 | | | 133 | | | 41 | | 310 | | | 129 | | | (75 | ) | | 1,100 |
| |
|
|
| |
|
| |
| |
|
| |
|
| |
|
| |
|
Cash overhead efficiency ratio | | | 57.54 | % | | 85.08 | | | 74.24 | | 55.06 | | | 30.98 | | | — | | | 63.35 |
Average loans, net | | $ | 116,372 | | | 156 | | | 9,936 | | 30,822 | | | 2,314 | | | — | | | 159,600 |
Average core deposits | | $ | 158,128 | | | 7,004 | | | 11,333 | | 16,422 | | | 1,222 | | | — | | | 194,109 |
WACHOVIA CORPORATION/SOUTHTRUST CORPORATION SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION ILLUSTRATIVE COMBINED BUSINESS SEGMENTS(Unaudited) |
| | Three Months Ended December 31, 2003
|
(Dollars in millions)
| | General Bank
| | | Capital Management
| | | Wealth Management
| | Corporate and Investment Bank
| | | Parent
| | | Net Merger- Related and Restructuring Expenses
| | | Illustrative Combined
|
CONSOLIDATED | | | | | | | | | | | | | | | | | | | | |
Net interest income | | $ | 2,248 | | | 98 | | | 121 | | 598 | | | 295 | | | (68 | ) | | 3,292 |
Fee and other income | | | 627 | | | 1,341 | | | 142 | | 630 | | | 50 | | | — | | | 2,790 |
Intersegment revenue | | | 50 | | | (18 | ) | | 1 | | (34 | ) | | 1 | | | — | | | — |
| |
|
|
| |
|
| |
| |
|
| |
|
| |
|
| |
|
Total revenue | | | 2,925 | | | 1,421 | | | 264 | | 1,194 | | | 346 | | | (68 | ) | | 6,082 |
Provision for credit losses | | | 177 | | | — | | | 1 | | 37 | | | (92 | ) | | — | | | 123 |
Noninterest expense | | | 1,656 | | | 1,210 | | | 192 | | 656 | | | 253 | | | 135 | | | 4,102 |
Minority interest | | | — | | | — | | | — | | — | | | 78 | | | (15 | ) | | 63 |
Income taxes (benefits) | | | 385 | | | 75 | | | 26 | | 151 | | | (58 | ) | | (45 | ) | | 534 |
Tax-equivalent adjustment | | | 13 | | | 1 | | | — | | 35 | | | 19 | | | (68 | ) | | — |
| |
|
|
| |
|
| |
| |
|
| |
|
| |
|
| |
|
Net income | | $ | 694 | | | 135 | | | 45 | | 315 | | | 146 | | | (75 | ) | | 1,260 |
| |
|
|
| |
|
| |
| |
|
| |
|
| |
|
| |
|
Cash overhead efficiency ratio | | | 56.61 | % | | 85.03 | | | 73.10 | | 54.93 | | | 28.18 | | | — | | | 61.98 |
Average loans, net | | $ | 146,777 | | | 156 | | | 10,431 | | 32,232 | | | 5,124 | | | — | | | 194,720 |
Average core deposits | | $ | 182,735 | | | 7,508 | | | 11,627 | | 16,557 | | | 1,925 | | | — | | | 220,352 |
See Notes to Supplemental Illustrative Combined Financial Information.
12
WACHOVIA CORPORATION
SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION
BUSINESS SEGMENTS(Unaudited) (As reported)
| | | | | | | | | | |
| | 2004
| | 2003
|
(Dollars in millions)
| | Third Quarter
| | | Second Quarter
| | First Quarter
| | Fourth Quarter
|
GENERAL BANK - COMMERCIAL | | | | | | | | | | |
Net interest income | | $ | 588 | | | 554 | | 536 | | 544 |
Fee and other income | | | 101 | | | 97 | | 126 | | 91 |
Intersegment revenue | | | 28 | | | 24 | | 23 | | 31 |
| |
|
|
| |
| |
| |
|
Total revenue | | | 717 | | | 675 | | 685 | | 666 |
Provision for credit losses | | | 18 | | | 15 | | 6 | | 57 |
Noninterest expense | | | 288 | | | 275 | | 275 | | 293 |
Income taxes | | | 140 | | | 128 | | 137 | | 105 |
Tax-equivalent adjustment | | | 10 | | | 11 | | 10 | | 10 |
| |
|
|
| |
| |
| |
|
Segment earnings | | $ | 261 | | | 246 | | 257 | | 201 |
| |
|
|
| |
| |
| |
|
Cash overhead efficiency ratio | | | 40.18 | % | | 40.79 | | 40.11 | | 43.95 |
Average loans, net | | $ | 52,533 | | | 51,546 | | 50,390 | | 50,148 |
Average core deposits | | $ | 38,968 | | | 37,767 | | 35,319 | | 34,125 |
WACHOVIA CORPORATION/SOUTHTRUST CORPORATION SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION ILLUSTRATIVE COMBINED BUSINESS SEGMENTS(Unaudited) |
| | 2004
| | 2003
|
(Dollars in millions)
| | Third Quarter
| | | Second Quarter
| | First Quarter
| | Fourth Quarter
|
GENERAL BANK - COMMERCIAL | | | | | | | | | | |
Net interest income | | $ | 760 | | | 730 | | 708 | | 723 |
Fee and other income | | | 116 | | | 113 | | 141 | | 107 |
Intersegment revenue | | | 28 | | | 24 | | 23 | | 31 |
| |
|
|
| |
| |
| |
|
Total revenue | | | 904 | | | 867 | | 872 | | 861 |
Provision for credit losses | | | 36 | | | 28 | | 18 | | 74 |
Noninterest expense | | | 335 | | | 338 | | 331 | | 344 |
Income taxes | | | 180 | | | 167 | | 176 | | 150 |
Tax-equivalent adjustment | | | 13 | | | 14 | | 14 | | 13 |
| |
|
|
| |
| |
| |
|
Segment earnings | | $ | 340 | | | 320 | | 333 | | 280 |
| |
|
|
| |
| |
| |
|
Cash overhead efficiency ratio | | | 37.04 | % | | 38.95 | | 37.94 | | 40.05 |
Average loans, net | | $ | 75,261 | | | 74,513 | | 73,233 | | 72,832 |
Average core deposits | | $ | 41,948 | | | 40,741 | | 38,101 | | 36,855 |
See Notes to Supplemental Illustrative Combined Financial Information.
13
WACHOVIA CORPORATION
SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION
BUSINESS SEGMENTS(Unaudited) (As reported)
| | | | | | | | | | |
| | 2004
| | 2003
|
(Dollars in millions)
| | Third Quarter
| | | Second Quarter
| | First Quarter
| | Fourth Quarter
|
GENERAL BANK - RETAIL AND SMALL BUSINESS | | | | | | | | | | |
Net interest income | | $ | 1,406 | | | 1,347 | | 1,320 | | 1,331 |
Fee and other income | | | 500 | | | 503 | | 443 | | 410 |
Intersegment revenue | | | 15 | | | 16 | | 15 | | 18 |
| |
|
|
| |
| |
| |
|
Total revenue | | | 1,921 | | | 1,866 | | 1,778 | | 1,759 |
Provision for credit losses | | | 56 | | | 50 | | 62 | | 88 |
Noninterest expense | | | 1,078 | | | 1,035 | | 1,052 | | 1,103 |
Income taxes | | | 286 | | | 284 | | 240 | | 207 |
Tax-equivalent adjustment | | | — | | | — | | — | | — |
| |
|
|
| |
| |
| |
|
Segment earnings | | $ | 501 | | | 497 | | 424 | | 361 |
| |
|
|
| |
| |
| |
|
Cash overhead efficiency ratio | | | 56.17 | % | | 55.41 | | 59.16 | | 62.69 |
Average loans, net | | $ | 72,041 | | | 70,494 | | 67,771 | | 66,224 |
Average core deposits | | $ | 131,361 | | | 128,714 | | 125,500 | | 124,003 |
WACHOVIA CORPORATION/SOUTHTRUST CORPORATION SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION ILLUSTRATIVE COMBINED BUSINESS SEGMENTS(Unaudited) |
| | 2004
| | 2003
|
(Dollars in millions)
| | Third Quarter
| | | Second Quarter
| | First Quarter
| | Fourth Quarter
|
GENERAL BANK - RETAIL AND SMALL BUSINESS | | | | | | | | | | |
Net interest income | | $ | 1,612 | | | 1,551 | | 1,513 | | 1,525 |
Fee and other income | | | 610 | | | 605 | | 546 | | 520 |
Intersegment revenue | | | 16 | | | 17 | | 16 | | 19 |
| |
|
|
| |
| |
| |
|
Total revenue | | | 2,238 | | | 2,173 | | 2,075 | | 2,064 |
Provision for credit losses | | | 57 | | | 62 | | 74 | | 103 |
Noninterest expense | | | 1,286 | | | 1,258 | | 1,250 | | 1,312 |
Income taxes | | | 327 | | | 310 | | 272 | | 235 |
Tax-equivalent adjustment | | | — | | | — | | — | | — |
| |
|
|
| |
| |
| |
|
Segment earnings | | $ | 568 | | | 543 | | 479 | | 414 |
| |
|
|
| |
| |
| |
|
Cash overhead efficiency ratio | | | 57.49 | % | | 57.91 | | 60.24 | | 63.51 |
Average loans, net | | $ | 80,668 | | | 78,820 | | 75,650 | | 73,945 |
Average core deposits | | $ | 154,334 | | | 151,614 | | 147,862 | | 145,880 |
See Notes to Supplemental Illustrative Combined Financial Information.
14
WACHOVIA CORPORATION AND SOUTHTRUST CORPORATION
SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION
ILLUSTRATIVE COMBINED EARNINGS RECONCILIATION(Unaudited)
| | | | | | | | | |
| | 2004
| | 2003
|
(In millions)
| | Third Quarter
| | Second Quarter
| | First Quarter
| | Fourth Quarter
|
Pro forma combined net income | | $ | 1,431 | | 1,427 | | 1,414 | | 1,260 |
After tax merger-related and restructuring expenses | | | 88 | | 69 | | 67 | | 95 |
| |
|
| |
| |
| |
|
Pro forma combined earnings, excluding after tax merger-related and restructuring expenses | | | 1,519 | | 1,496 | | 1,481 | | 1,355 |
After tax deposit base and other intangible amortization | | | 92 | | 96 | | 99 | | 108 |
| |
|
| |
| |
| |
|
Pro forma combined earnings, excluding after tax merger-related and restructuring expenses, and after tax deposit base and other intangible amortization | | $ | 1,611 | | 1,592 | | 1,580 | | 1,463 |
| |
|
| |
| |
| |
|
See Notes to Supplemental Illustrative Combined Financial Information.
15
WACHOVIA CORPORATION AND SUBSIDIARIES
NOTES TO SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION
NOTE 1: PRESENTATION
GENERAL
The unaudited supplemental illustrative combined financial information (the “Supplemental Information”) is provided as additional financial information related to the November 1, 2004, merger of Wachovia Corporation (the “Company”) and SouthTrust Corporation (“SouthTrust”) as more fully described below. The merger did not meet the “significant subsidiary” test for required disclosure pursuant to applicable securities and accounting regulations and the Supplemental Information in this Exhibit (99) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be incorporated by reference in any filing under the Securities Act of 1933. The Supplemental Information is not necessarily indicative of the results of operations that may be expected in the future and the Supplemental Information will not subsequently be revised as a result of finalizing fair value estimates related to the net assets of SouthTrust or for organizational or other changes that may occur. Estimates of the accretion or amortization of income or expense related to current fair value estimates other than amortization of the core deposit and other intangibles created by the merger are not anticipated to be significant and are excluded from the Supplemental Information. See also Note 2 below. Business segment net interest income and total revenue are presented on a tax-equivalent basis and the tax-equivalent amount is eliminated in the “Net Merger-Related and Restructuring Expenses” column in order for “Total” and “Illustrative Combined” amounts to conform to amounts appearing in the “Illustrative Combined Consolidated Statements of Income”.
BUSINESS COMBINATION
On June 21, 2004, the Company announced the signing of a definitive merger agreement with SouthTrust, and the merger was completed on November 1, 2004. The terms of this transaction called for the Company to exchange 0.89 shares of its common stock for each share of SouthTrust common stock. Based on the Company’s average of the closing prices for a period beginning two trading days before the announcement of the merger and ending two days after the merger announcement of $45.86 ($40.82 for each share of SouthTrust common stock), the transaction is valued at $14.0 billion.
RECLASSIFICATIONS
For each period presented, certain reported information for the Company, as well as certain of its business segments, and for SouthTrust has been reclassified to conform to the Company’s current presentation of financial information. The reclassifications of various fee and other income categories relate to Capital Management and were necessary to conform prior periods to our current presentation resulting from the retail brokerage system conversions. Additionally, prior periods results of the General Bank and Parent have been restated to eliminate a credit for intercompany servicing of securitized assets provided to the General Bank by the Parent that ceased in the fourth quarter of 2004. This credit had previously been recorded as a reduction of expenses in the General Bank and now remains in fee and other income of the Parent. These reclassifications had no effect on the Company’s or SouthTrust’s previously reported consolidated financial position or results of operations.
NOTE 2: OTHER INTANGIBLE AMORTIZATION
Combining adjustments in the statements of income represent the periodic amortization of core deposit and other intangibles resulting from the SouthTrust merger. The amortization amount was determined using accelerated amortization methods over periods ranging from 2 years to 14 years. The amortization amount represents the first three months of estimated amortization expense applied on a constant basis for each period presented as adjusted for actual amounts reported by SouthTrust. An effective income tax rate of 35 percent was used to determine the related income tax benefit.
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