Exhibit (99)(d)
The Supplemental Information contained in Exhibit (99)(d) shows certain historical data for each of Wachovia and Golden West and also shows similar combined illustrative information reflecting the merger of Golden West with and into Wachovia. The historical financial data show the financial results actually achieved by Wachovia and by Golden West for the periods indicated. The combined illustrative information shows the illustrative effect of the merger under the purchase accounting method of accounting hypothetically assuming the merger was consummated as of the applicable prior period, instead of October 1, 2006, the actual merger consummation date. In the case of the combined illustrative information for the full year ended December 31, 2006, the standalone Golden West information represents the period from January 1, 2006 to September 30, 2006.
The combined illustrative information is not prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), although both the historical Wachovia and the historical Golden West financial information presented in Exhibit (99)(d) were respectively prepared in accordance with GAAP. Wachovia believes the combined illustrative information is useful to investors in understanding how financial information of Wachovia and Golden West may have appeared on a combined basis had the two companies actually been merged as of the dates indicated and how the financial information of the business segments and a certain sub-segment of the new combined company may have appeared had the two companies actually been merged as of the dates indicated.
The combined illustrative information includes estimated adjustments to record certain assets and liabilities of Golden West at their respective fair values and to record certain exit costs related to Golden West. The estimated adjustments included in Exhibit (99)(d) are subject to updates as additional information becomes available and as additional analyses are performed. Certain other assets and liabilities of Golden West will also be subject to adjustment to their respective fair values, including additional intangible assets which may be identified. Pending more detailed analyses, no estimated adjustments are included in Exhibit (99)(d) for these assets and liabilities. Any change in the fair value of the net assets of Golden West will change the amount of the purchase price allocable to goodwill. In addition, the final adjustments may be materially different from the unaudited estimated adjustments presented in Exhibit (99)(d). The combined illustrative information cannot be reconciled to GAAP because many of the purchase accounting adjustments resulting from the merger are based upon valuations of assets as of the merger date and therefore cannot be ascertained for prior periods.
We anticipate the merger will provide Wachovia with financial benefits that include increased revenue and reduced operating expenses, but these financial benefits are not reflected in the combined illustrative information. Accordingly, the combined illustrative information does not attempt to predict or suggest future results. It also does not necessarily reflect what the historical results of the combined company would have been had our companies been combined during the periods presented.
The costs associated with merger integration activities that impact certain Golden West systems, facilities and equipment, personnel and contractual arrangements will be recorded as purchase accounting adjustments when the appropriate plans are in place with potential refinements up to one year after completion of the merger as additional information becomes available. We currently estimate exit cost purchase accounting adjustments will amount to $192 million ($117 million after tax). The costs associated with integrating systems and operations will be recorded as merger-related expenses based on the nature and timing of the related expenses, but generally will be recorded as the expenses are incurred. Restructuring expenses will be recorded based on the nature and timing of the expenses and generally will include merger integration activities that impact Wachovia systems, facilities and equipment, personnel and contractual arrangements. We currently expect merger-related and restructuring expenses will amount to $288 million ($176 million after tax) and will be incurred and reported through 2008.
The information in Exhibit (99)(d) is based on historical financial information and related notes that Wachovia and Golden West have respectively presented in prior filings with the Securities and Exchange Commission. Shareholders are encouraged to review that historical financial information and related notes in connection with the combined illustrative information provided in Exhibit (99)(d).
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WACHOVIA CORPORATION AND SUBSIDIARIES SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION(Unaudited) TABLE OF CONTENTS |
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Illustrative Combined Consolidated Balance Sheets | | |
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September 30, 2006 | | 1 |
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Illustrative Combined Consolidated Statements of Income | | |
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Year Ended December 31, 2006 | | 2 |
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Year Ended December 31, 2005 | | 3 |
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Nine Months Ended September 30, 2006 | | 4 |
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Six Months Ended June 30, 2006 | | 5 |
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Three Months Ended September 30, 2006 | | 6 |
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Three Months Ended June 30, 2006 | | 7 |
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Three Months Ended March 31, 2006 | | 8 |
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Three Months Ended December 31, 2005 | | 9 |
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Business Segments | | |
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Year Ended December 31, 2006 | | 10 |
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Year Ended December 31, 2005 | | 11 |
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Three Months Ended September 30, 2006 | | 12 |
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Three Months Ended June 30, 2006 | | 13 |
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Three Months Ended March 31, 2006 | | 14 |
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Three Months Ended December 31, 2005 | | 15 |
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General Bank - Retail and Small Business - Four Quarters Ended December 31, 2006 | | 16 |
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Illustrative Combined Earnings Reconciliation | | |
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Four Quarters Ended December 31, 2006 | | 17 |
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Notes to Supplemental Illustrative Combined Financial Information | | 18 |
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WACHOVIA CORPORATION AND GOLDEN WEST FINANCIAL CORPORATION SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION ILLUSTRATIVE COMBINED CONSOLIDATED BALANCE SHEETS(Unaudited) |
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| | September 30, 2006 | |
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(In millions) | | Wachovia | | | Golden West | | | Combining Adjustments | | | Illustrative Combined | |
ASSETS | | | | | | | | | | | | | |
Cash and due from banks | | $ | 11,850 | | | 460 | | | - | | | 12,310 | |
Interest-bearing bank balances | | | 5,270 | | | 290 | | | - | | | 5,560 | |
Federal funds sold and securities purchased under resale agreements | | | 18,497 | | | 1,499 | | | - | | | 19,996 | |
Total cash and cash equivalents | | | 35,617 | | | 2,249 | | | - | | | 37,866 | |
Trading account assets | | | 43,904 | | | - | | | - | | | 43,904 | |
Securities available for sale | | | 106,553 | | | 288 | | | (23 | ) | | 106,818 | |
Mortgage-backed securities held to maturity, at cost | | | - | | | - | | | - | | | - | |
Loans, net of unearned income | | | 290,759 | | | 124,778 | | | (804 | ) | | 414,733 | |
Allowance for loan losses | | | (3,004 | ) | | (303 | ) | | - | | | (3,307 | ) |
Loans, net | | | 287,755 | | | 124,475 | | | (804 | ) | | 411,426 | |
Loans held for sale | | | 9,039 | | | 193 | | | - | | | 9,232 | |
Premises and equipment | | | 5,536 | | | 413 | | | 106 | | | 6,055 | |
Due from customers on acceptances | | | 1,200 | | | - | | | - | | | 1,200 | |
Goodwill | | | 23,535 | | | - | | | 14,854 | | | 38,389 | |
Other intangible assets | | | 1,355 | | | - | | | 409 | | | 1,764 | |
Other assets | | | 45,428 | | | 2,715 | | | (37 | ) | | 48,106 | |
Total assets | | $ | 559,922 | | | 130,333 | | | 14,505 | | | 704,760 | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | |
Deposits | | | | | | | | | | | | | |
Noninterest-bearing deposits | | | 63,880 | | | 377 | | | - | | | 64,257 | |
Interest-bearing deposits | | | 259,418 | | | 66,604 | | | 74 | | | 326,096 | |
Total deposits | | | 323,298 | | | 66,981 | | | 74 | | | 390,353 | |
Short-term borrowings | | | 58,749 | | | 4,450 | | | - | | | 63,199 | |
Bank acceptances outstanding | | | 1,213 | | | - | | | - | | | 1,213 | |
Trading account liabilities | | | 19,553 | | | - | | | - | | | 19,553 | |
Other liabilities | | | 16,513 | | | 1,091 | | | (145 | ) | | 17,459 | |
Long-term debt | | | 86,419 | | | 48,092 | | | 5,811 | | | 140,322 | |
Total liabilities | | | 505,745 | | | 120,614 | | | 5,740 | | | 632,099 | |
Minority interest in net assets of consolidated subsidiaries | | | 2,997 | | | - | | | - | | | 2,997 | |
STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | |
Dividend Equalization Preferred shares | | | - | | | - | | | - | | | - | |
Non-Cumulative Perpetual Class A Preferred Stock | | | - | | | - | | | - | | | - | |
Common stock | | | 5,271 | | | 31 | | | 1,054 | | | 6,356 | |
Paid-in capital | | | 34,276 | | | 417 | | | 16,982 | | | 51,675 | |
Retained earnings | | | 12,696 | | | 9,270 | | | (9,270 | ) | | 12,696 | |
Accumulated other comprehensive income, net | | | (1,063 | ) | | 1 | | | (1 | ) | | (1,063 | ) |
Total stockholders’ equity | | | 51,180 | | | 9,719 | | | 8,765 | | | 69,664 | |
Total liabilities and stockholders’ equity | | $ | 559,922 | | | 130,333 | | | 14,505 | | | 704,760 | |
See Notes to Supplemental Illustrative Combined Financial Information.
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WACHOVIA CORPORATION AND GOLDEN WEST FINANCIAL CORPORATION SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION ILLUSTRATIVE COMBINED CONSOLIDATED STATEMENTS OF INCOME(Unaudited) |
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| | Year Ended December 31, 2006 |
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(In millions, except per share data) | | Wachovia | | Golden West | | | Combining Adjustments | | | Illustrative Combined |
INTEREST INCOME | | | | | | | | | | | |
Interest and fees on loans | | $ | 21,976 | | 6,760 | | | 204 | | | 28,940 |
Interest and dividends on securities | | | 6,433 | | 69 | | | 8 | | | 6,510 |
Trading account interest | | | 1,575 | | - | | | - | | | 1,575 |
Other interest income | | | 2,281 | | (311 | ) | | - | | | 1,970 |
Total interest income | | | 32,265 | | 6,518 | | | 212 | | | 38,995 |
INTEREST EXPENSE | | | | | | | | | | | |
Interest on deposits | | | 9,119 | | 1,772 | | | (53 | ) | | 10,838 |
Interest on short-term borrowings | | | 3,114 | | 216 | | | - | | | 3,330 |
Interest on long-term debt | | | 4,783 | | 1,850 | | | 234 | | | 6,867 |
Total interest expense | | | 17,016 | | 3,838 | | | 181 | | | 21,035 |
Net interest income | | | 15,249 | | 2,680 | | | 31 | | | 17,960 |
Provision for credit losses | | | 434 | | 7 | | | - | | | 441 |
Net interest income after provision for credit losses | | | 14,815 | | 2,673 | | | 31 | | | 17,519 |
FEE AND OTHER INCOME | | | | | | | | | | | |
Service charges | | | 2,480 | | 5 | | | - | | | 2,485 |
Other banking fees | | | 1,756 | | 58 | | | - | | | 1,814 |
Commissions | | | 2,406 | | 19 | | | - | | | 2,425 |
Fiduciary and asset management fees | | | 3,248 | | - | | | - | | | 3,248 |
Advisory, underwriting and other investment banking fees | | | 1,345 | | - | | | - | | | 1,345 |
Trading account profits | | | 535 | | - | | | - | | | 535 |
Principal investing | | | 525 | | - | | | - | | | 525 |
Securities gains (losses) | | | 118 | | 368 | | | - | | | 486 |
Other income | | | 2,132 | | 14 | | | - | | | 2,146 |
Total fee and other income | | | 14,545 | | 464 | | | - | | | 15,009 |
NONINTEREST EXPENSE | | | | | | | | - | | | |
Salaries and employee benefits | | | 10,903 | | 593 | | | - | | | 11,496 |
Occupancy | | | 1,173 | | 60 | | | - | | | 1,233 |
Equipment | | | 1,184 | | 66 | | | - | | | 1,250 |
Advertising | | | 204 | | 18 | | | - | | | 222 |
Communications and supplies | | | 653 | | 41 | | | - | | | 694 |
Professional and consulting fees | | | 790 | | 22 | | | - | | | 812 |
Other intangible amortization | | | 423 | | - | | | 116 | | | 539 |
Merger-related and restructuring expenses | | | 179 | | 23 | | | - | | | 202 |
Sundry expense | | | 1,967 | | 422 | | | - | | | 2,389 |
Total noninterest expense | | | 17,476 | | 1,245 | | | 116 | | | 18,837 |
Minority interest in income of consolidated subsidiaries | | | 414 | | - | | | - | | | 414 |
Income from continuing operations before income taxes | | | 11,470 | | 1,892 | | | (85 | ) | | 13,277 |
Income taxes | | | 3,725 | | 626 | | | (33 | ) | | 4,318 |
Income from continuing operations | | $ | 7,745 | | 1,266 | | | (52 | ) | | 8,959 |
PER COMMON SHARE DATA | | | | | | | | | | | |
Basic earnings from continuing operations | | $ | 4.70 | | 4.10 | | | - | | | 4.73 |
Diluted earnings from continuing operations | | | 4.61 | | 4.06 | | | - | | | 4.65 |
Cash dividends | | $ | 2.14 | | - | | | - | | | 2.14 |
AVERAGE COMMON SHARES | | | | | | | | | | | |
Basic | | | 1,651 | | 309 | | | (66 | ) | | 1,894 |
Diluted | | | 1,681 | | 312 | | | (66 | ) | | 1,927 |
See Notes to Supplemental Illustrative Combined Financial Information.
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WACHOVIA CORPORATION AND GOLDEN WEST FINANCIAL CORPORATION SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION ILLUSTRATIVE COMBINED CONSOLIDATED STATEMENTS OF INCOME(Unaudited) |
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| | Year Ended December 31, 2005 |
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(In millions, except per share data) | | Wachovia | | Golden West | | | Combining Adjustments | | | Illustrative Combined |
INTEREST INCOME | | | | | | | | | | | |
Interest and fees on loans | | $ | 13,970 | | 6,703 | | | 277 | | | 20,950 |
Interest and dividends on securities | | | 5,783 | | 103 | | | 12 | | | 5,898 |
Trading account interest | | | 1,581 | | - | | | - | | | 1,581 |
Other interest income | | | 2,355 | | (262 | ) | | - | | | 2,093 |
Total interest income | | | 23,689 | | 6,544 | | | 289 | | | 30,522 |
INTEREST EXPENSE | | | | | | | | | | | |
Interest on deposits | | | 5,297 | | 1,551 | | | (79 | ) | | 6,769 |
Interest on short-term borrowings | | | 2,777 | | 162 | | | - | | | 2,939 |
Interest on long-term debt | | | 1,934 | | 1,550 | | | 312 | | | 3,796 |
Total interest expense | | | 10,008 | | 3,263 | | | 233 | | | 13,504 |
Net interest income | | | 13,681 | | 3,281 | | | 56 | | | 17,018 |
Provision for credit losses | | | 249 | | 7 | | | - | | | 256 |
Net interest income after provision for credit losses | | | 13,432 | | 3,274 | | | 56 | | | 16,762 |
FEE AND OTHER INCOME | | | | | | | | | | | |
Service charges | | | 2,151 | | 7 | | | - | | | 2,158 |
Other banking fees | | | 1,491 | | 51 | | | - | | | 1,542 |
Commissions | | | 2,343 | | 28 | | | - | | | 2,371 |
Fiduciary and asset management fees | | | 3,011 | | 1 | | | - | | | 3,012 |
Advisory, underwriting and other investment banking fees | | | 1,109 | | - | | | - | | | 1,109 |
Trading account profits | | | 286 | | - | | | - | | | 286 |
Principal investing | | | 401 | | - | | | - | | | 401 |
Securities gains (losses) | | | 89 | | - | | | - | | | 89 |
Other income | | | 1,338 | | 24 | | | - | | | 1,362 |
Total fee and other income | | | 12,219 | | 111 | | | - | | | 12,330 |
NONINTEREST EXPENSE | | | | | | | | | | | |
Salaries and employee benefits | | | 9,671 | | 652 | | | - | | | 10,323 |
Occupancy | | | 1,064 | | 73 | | | 1 | | | 1,138 |
Equipment | | | 1,087 | | 79 | | | - | | | 1,166 |
Advertising | | | 193 | | 23 | | | - | | | 216 |
Communications and supplies | | | 633 | | 45 | | | - | | | 678 |
Professional and consulting fees | | | 662 | | 25 | | | - | | | 687 |
Other intangible amortization | | | 416 | | - | | | 175 | | | 591 |
Merger-related and restructuring expenses | | | 292 | | - | | | - | | | 292 |
Sundry expense | | | 1,829 | | 61 | | | - | | | 1,890 |
Total noninterest expense | | | 15,847 | | 958 | | | 176 | | | 16,981 |
Minority interest in income of consolidated subsidiaries | | | 342 | | - | | | - | | | 342 |
Income from continuing operations before income taxes | | | 9,462 | | 2,427 | | | (120 | ) | | 11,769 |
Income taxes | | | 3,033 | | 941 | | | (47 | ) | | 3,927 |
Income from continuing operations before income taxes | | $ | 6,429 | | 1,486 | | | (73 | ) | | 7,842 |
PER COMMON SHARE DATA | | | | | | | | | | | |
Basic earnings from continuing operations | | $ | 4.13 | | 4.83 | | | - | | | 4.17 |
Diluted earnings from continuing operations | | | 4.05 | | 4.77 | | | - | | | 4.10 |
Cash dividends | | $ | 1.94 | | - | | | - | | | 1.94 |
AVERAGE COMMON SHARES | | | | | | | | | | | |
Basic | | | 1,556 | | 307 | | | 16 | | | 1,879 |
Diluted | | | 1,585 | | 312 | | | 16 | | | 1,913 |
See Notes to Supplemental Illustrative Combined Financial Information.
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WACHOVIA CORPORATION AND GOLDEN WEST FINANCIAL CORPORATION SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION ILLUSTRATIVE COMBINED CONSOLIDATED STATEMENTS OF INCOME(Unaudited) |
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| | Nine Months Ended September 30, 2006 |
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(In millions, except per share data) | | Wachovia | | Golden West | | | Combining Adjustments | | | Illustrative Combined |
INTEREST INCOME | | | | | | | | | | | |
Interest and fees on loans | | $ | 14,240 | | 6,760 | | | 204 | | | 21,204 |
Interest and dividends on securities | | | 4,942 | | 69 | | | 8 | | | 5,019 |
Trading account interest | | | 1,113 | | - | | | - | | | 1,113 |
Other interest income | | | 1,600 | | (311 | ) | | - | | | 1,289 |
Total interest income | | | 21,895 | | 6,518 | | | 212 | | | 28,625 |
INTEREST EXPENSE | | | | | | | | | | | |
Interest on deposits | | | 6,052 | | 1,772 | | | (53 | ) | | 7,771 |
Interest on short-term borrowings | | | 2,333 | | 216 | | | - | | | 2,549 |
Interest on long-term debt | | | 2,838 | | 1,850 | | | 234 | | | 4,922 |
Total interest expense | | | 11,223 | | 3,838 | | | 181 | | | 15,242 |
Net interest income | | | 10,672 | | 2,680 | | | 31 | | | 13,383 |
Provision for credit losses | | | 228 | | 7 | | | - | | | 235 |
Net interest income after provision for credit losses | | | 10,444 | | 2,673 | | | 31 | | | 13,148 |
FEE AND OTHER INCOME | | | | | | | | | | | |
Service charges | | | 1,834 | | 5 | | | - | | | 1,839 |
Other banking fees | | | 1,304 | | 58 | | | - | | | 1,362 |
Commissions | | | 1,773 | | 19 | | | - | | | 1,792 |
Fiduciary and asset management fees | | | 2,392 | | - | | | - | | | 2,392 |
Advisory, underwriting and other investment banking fees | | | 912 | | - | | | - | | | 912 |
Trading account profits | | | 506 | | - | | | - | | | 506 |
Principal investing | | | 383 | | - | | | - | | | 383 |
Securities gains (losses) | | | 71 | | 368 | | | - | | | 439 |
Other income | | | 1,390 | | 14 | | | - | | | 1,404 |
Total fee and other income | | | 10,565 | | 464 | | | - | | | 11,029 |
NONINTEREST EXPENSE | | | | | | | | | | | |
Salaries and employee benefits | | | 7,880 | | 593 | | | - | | | 8,473 |
Occupancy | | | 850 | | 60 | | | - | | | 910 |
Equipment | | | 870 | | 66 | | | - | | | 936 |
Advertising | | | 157 | | 18 | | | - | | | 175 |
Communications and supplies | | | 487 | | 41 | | | - | | | 528 |
Professional and consulting fees | | | 551 | | 22 | | | - | | | 573 |
Other intangible amortization | | | 282 | | - | | | 116 | | | 398 |
Merger-related and restructuring expenses | | | 130 | | 23 | | | - | | | 153 |
Sundry expense | | | 1,338 | | 422 | | | - | | | 1,760 |
Total noninterest expense | | | 12,545 | | 1,245 | | | 116 | | | 13,906 |
Minority interest in income of consolidated subsidiaries | | | 289 | | - | | | - | | | 289 |
Income before income taxes | | | 8,175 | | 1,892 | | | (85 | ) | | 9,982 |
Income taxes | | | 2,685 | | 626 | | | (33 | ) | | 3,278 |
Net income | | $ | 5,490 | | 1,266 | | | (52 | ) | | 6,704 |
PER COMMON SHARE DATA | | | | | | | | | | | |
Basic earnings | | $ | 3.49 | | 4.10 | | | - | | | 3.54 |
Diluted earnings | | | 3.43 | | 4.06 | | | - | | | 3.48 |
Cash dividends | | $ | 1.58 | | - | | | - | | | 1.58 |
AVERAGE COMMON SHARES | | | | | | | | | | | |
Basic | | | 1,571 | | 309 | | | 16 | | | 1,896 |
Diluted | | | 1,600 | | 312 | | | 16 | | | 1,928 |
See Notes to Supplemental Illustrative Combined Financial Information.
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WACHOVIA CORPORATION AND GOLDEN WEST FINANCIAL CORPORATION SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION ILLUSTRATIVE COMBINED CONSOLIDATED STATEMENTS OF INCOME(Unaudited) |
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| | Six Months Ended June 30, 2006 | |
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(In millions, except per share data) | | Wachovia | | | Golden West | | | Combining Adjustments | | | Illustrative Combined | |
INTEREST INCOME | | | | | | | | | | | | | |
Interest and fees on loans | | $ | 9,144 | | | 4,341 | | | 136 | | | 13,621 | |
Interest and dividends on securities | | | 3,250 | | | 50 | | | 6 | | | 3,306 | |
Trading account interest | | | 712 | | | - | | | - | | | 712 | |
Other interest income | | | 1,005 | | | (192 | ) | | - | | | 813 | |
Total interest income | | | 14,111 | | | 4,199 | | | 142 | | | 18,452 | |
INTEREST EXPENSE | | | | | | | | | | | | | |
Interest on deposits | | | 3,814 | | | 1,085 | | | (36 | ) | | 4,863 | |
Interest on short-term borrowings | | | 1,473 | | | 145 | | | - | | | 1,618 | |
Interest on long-term debt | | | 1,693 | | | 1,181 | | | 156 | | | 3,030 | |
Total interest expense | | | 6,980 | | | 2,411 | | | 120 | | | 9,511 | |
Net interest income | | | 7,131 | | | 1,788 | | | 22 | | | 8,941 | |
Provision for credit losses | | | 120 | | | 6 | | | - | | | 126 | |
Net interest income after provision for credit losses | | | 7,011 | | | 1,782 | | | 22 | | | 8,815 | |
FEE AND OTHER INCOME | | | | | | | | | | | | | |
Service charges | | | 1,196 | | | 3 | | | - | | | 1,199 | |
Other banking fees | | | 877 | | | 36 | | | - | | | 913 | |
Commissions | | | 1,211 | | | 13 | | | - | | | 1,224 | |
Fiduciary and asset management fees | | | 1,569 | | | - | | | - | | | 1,569 | |
Advisory, underwriting and other investment banking fees | | | 620 | | | - | | | - | | | 620 | |
Trading account profits | | | 383 | | | - | | | - | | | 383 | |
Principal investing | | | 292 | | | - | | | - | | | 292 | |
Securities gains (losses) | | | (23 | ) | | - | | | - | | | (23 | ) |
Other income | | | 975 | | | 11 | | | - | | | 986 | |
Total fee and other income | | | 7,100 | | | 63 | | | - | | | 7,163 | |
NONINTEREST EXPENSE | | | | | | | | | | | | | |
Salaries and employee benefits | | | 5,349 | | | 387 | | | - | | | 5,736 | |
Occupancy | | | 566 | | | 40 | | | - | | | 606 | |
Equipment | | | 579 | | | 44 | | | - | | | 623 | |
Advertising | | | 103 | | | 12 | | | - | | | 115 | |
Communications and supplies | | | 329 | | | 26 | | | - | | | 355 | |
Professional and consulting fees | | | 351 | | | 14 | | | - | | | 365 | |
Other intangible amortization | | | 190 | | | - | | | 78 | | | 268 | |
Merger-related and restructuring expenses | | | 92 | | | - | | | - | | | 92 | |
Sundry expense | | | 941 | | | 34 | | | - | | | 975 | |
Total noninterest expense | | | 8,500 | | | 557 | | | 78 | | | 9,135 | |
Minority interest in income of consolidated subsidiaries | | | 185 | | | - | | | - | | | 185 | |
Income before income taxes | | | 5,426 | | | 1,288 | | | (56 | ) | | 6,658 | |
Income taxes | | | 1,813 | | | 507 | | | (22 | ) | | 2,298 | |
Net income | | $ | 3,613 | | | 781 | | | (34 | ) | | 4,360 | |
PER COMMON SHARE DATA | | | | | | | | | | | | | |
Basic earnings | | $ | 2.30 | | | 2.53 | | | - | | | 2.30 | |
Diluted earnings | | | 2.26 | | | 2.50 | | | - | | | 2.26 | |
Cash dividends | | $ | 1.02 | | | - | | | - | | | 1.02 | |
AVERAGE COMMON SHARES | | | | | | | | | | | | | |
Basic | | | 1,570 | | | 309 | | | 16 | | | 1,895 | |
Diluted | | | 1,599 | | | 312 | | | 16 | | | 1,927 | |
See Notes to Supplemental Illustrative Combined Financial Information.
5
|
WACHOVIA CORPORATION AND GOLDEN WEST FINANCIAL CORPORATION SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION ILLUSTRATIVE COMBINED CONSOLIDATED STATEMENTS OF INCOME(Unaudited) |
| | | | | | | | | | | |
| |
| | Three Months Ended September 30, 2006 |
| | | | |
(In millions, except per share data) | | Wachovia | | Golden West | | | Combining Adjustments | | | Illustrative Combined |
INTEREST INCOME | | | | | | | | | | | |
Interest and fees on loans | | $ | 5,096 | | 2,419 | | | 68 | | | 7,583 |
Interest and dividends on securities | | | 1,692 | | 19 | | | 2 | | | 1,713 |
Trading account interest | | | 401 | | - | | | - | | | 401 |
Other interest income | | | 595 | | (119 | ) | | - | | | 476 |
Total interest income | | | 7,784 | | 2,319 | | | 70 | | | 10,173 |
INTEREST EXPENSE | | | | | | | | | | | |
Interest on deposits | | | 2,238 | | 687 | | | (17 | ) | | 2,908 |
Interest on short-term borrowings | | | 860 | | 71 | | | - | | | 931 |
Interest on long-term debt | | | 1,145 | | 669 | | | 78 | | | 1,892 |
Total interest expense | | | 4,243 | | 1,427 | | | 61 | | | 5,731 |
Net interest income | | | 3,541 | | 892 | | | 9 | | | 4,442 |
Provision for credit losses | | | 108 | | 1 | | | - | | | 109 |
Net interest income after provision for credit losses | | | 3,433 | | 891 | | | 9 | | | 4,333 |
FEE AND OTHER INCOME | | | | | | | | | | | |
Service charges | | | 638 | | 2 | | | - | | | 640 |
Other banking fees | | | 427 | | 22 | | | - | | | 449 |
Commissions | | | 562 | | 6 | | | - | | | 568 |
Fiduciary and asset management fees | | | 823 | | - | | | - | | | 823 |
Advisory, underwriting and other investment banking fees | | | 292 | | - | | | - | | | 292 |
Trading account profits | | | 123 | | - | | | - | | | 123 |
Principal investing | | | 91 | | - | | | - | | | 91 |
Securities gains (losses) | | | 94 | | 368 | | | - | | | 462 |
Other income | | | 415 | | 3 | | | - | | | 418 |
Total fee and other income | | | 3,465 | | 401 | | | - | | | 3,866 |
NONINTEREST EXPENSE | | | | | | | | | | | |
Salaries and employee benefits | | | 2,531 | | 206 | | | - | | | 2,737 |
Occupancy | | | 284 | | 20 | | | - | | | 304 |
Equipment | | | 291 | | 22 | | | - | | | 313 |
Advertising | | | 54 | | 6 | | | - | | | 60 |
Communications and supplies | | | 158 | | 15 | | | - | | | 173 |
Professional and consulting fees | | | 200 | | 8 | | | - | | | 208 |
Other intangible amortization | | | 92 | | - | | | 38 | | | 130 |
Merger-related and restructuring expenses | | | 38 | | 23 | | | - | | | 61 |
Sundry expense | | | 397 | | 388 | | | - | | | 785 |
Total noninterest expense | | | 4,045 | | 688 | | | 38 | | | 4,771 |
Minority interest in income of consolidated subsidiaries | | | 104 | | - | | | - | | | 104 |
Income before income taxes | | | 2,749 | | 604 | | | (29 | ) | | 3,324 |
Income taxes | | | 872 | | 119 | | | (11 | ) | | 980 |
Net income | | $ | 1,877 | | 485 | | | (18 | ) | | 2,344 |
PER COMMON SHARE DATA | | | | | | | | | | | |
Basic earnings | | $ | 1.19 | | 1.57 | | | - | | | 1.23 |
Diluted earnings | | | 1.17 | | 1.55 | | | - | | | 1.22 |
Cash dividends | | $ | 0.56 | | - | | | - | | | 0.56 |
AVERAGE COMMON SHARES | | | | | | | | | | | |
Basic | | | 1,573 | | 309 | | | 16 | | | 1,898 |
Diluted | | | 1,600 | | 313 | | | 16 | | | 1,929 |
See Notes to Supplemental Illustrative Combined Financial Information.
6
| | | | | | | | | | | |
WACHOVIA CORPORATION AND GOLDEN WEST FINANCIAL CORPORATION SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION ILLUSTRATIVE COMBINED CONSOLIDATED STATEMENTS OF INCOME(Unaudited) |
| |
| | Three Months Ended June 30, 2006 |
| | | | |
(In millions, except per share data) | | Wachovia | | Golden West | | | Combining Adjustments | | | Illustrative Combined |
INTEREST INCOME | | | | | | | | | | | |
Interest and fees on loans | | $ | 4,823 | | 2,257 | | | 68 | | | 7,148 |
Interest and dividends on securities | | | 1,685 | | 26 | | | 3 | | | 1,714 |
Trading account interest | | | 387 | | - | | | - | | | 387 |
Other interest income | | | 509 | | (110 | ) | | - | | | 399 |
Total interest income | | | 7,404 | | 2,173 | | | 71 | | | 9,648 |
INTEREST EXPENSE | | | | | | | | | | | |
Interest on deposits | | | 2,035 | | 573 | | | (18 | ) | | 2,590 |
Interest on short-term borrowings | | | 755 | | 78 | | | - | | | 833 |
Interest on long-term debt | | | 973 | | 625 | | | 78 | | | 1,676 |
Total interest expense | | | 3,763 | | 1,276 | | �� | 60 | | | 5,099 |
Net interest income | | | 3,641 | | 897 | | | 11 | | | 4,549 |
Provision for credit losses | | | 59 | | 2 | | | - | | | 61 |
Net interest income after provision for credit losses | | | 3,582 | | 895 | | | 11 | | | 4,488 |
FEE AND OTHER INCOME | | | | | | | | | | | |
Service charges | | | 622 | | 1 | | | - | | | 623 |
Other banking fees | | | 449 | | 21 | | | - | | | 470 |
Commissions | | | 588 | | 6 | | | - | | | 594 |
Fiduciary and asset management fees | | | 808 | | - | | | - | | | 808 |
Advisory, underwriting and other investment banking fees | | | 318 | | - | | | - | | | 318 |
Trading account profits | | | 164 | | - | | | - | | | 164 |
Principal investing | | | 189 | | - | | | - | | | 189 |
Securities gains (losses) | | | 25 | | - | | | - | | | 25 |
Other income | | | 420 | | 7 | | | - | | | 427 |
Total fee and other income | | | 3,583 | | 35 | | | - | | | 3,618 |
NONINTEREST EXPENSE | | | | | | | | | | | |
Salaries and employee benefits | | | 2,652 | | 195 | | | - | | | 2,847 |
Occupancy | | | 291 | | 21 | | | - | | | 312 |
Equipment | | | 299 | | 24 | | | - | | | 323 |
Advertising | | | 56 | | 7 | | | - | | | 63 |
Communications and supplies | | | 162 | | 13 | | | - | | | 175 |
Professional and consulting fees | | | 184 | | 7 | | | - | | | 191 |
Other intangible amortization | | | 98 | | - | | | 39 | | | 137 |
Merger-related and restructuring expenses | | | 24 | | - | | | - | | | 24 |
Sundry expense | | | 495 | | 19 | | | - | | | 514 |
Total noninterest expense | | | 4,261 | | 286 | | | 39 | | | 4,586 |
Minority interest in income of consolidated subsidiaries | | | 90 | | - | | | - | | | 90 |
Income before income taxes | | | 2,814 | | 644 | | | (28 | ) | | 3,430 |
Income taxes | | | 929 | | 254 | | | (11 | ) | | 1,172 |
Net income | | $ | 1,885 | | 390 | | | (17 | ) | | 2,258 |
PER COMMON SHARE DATA | | | | | | | | | | | |
Basic earnings | | $ | 1.19 | | 1.26 | | | - | | | 1.18 |
Diluted earnings | | | 1.17 | | 1.25 | | | - | | | 1.16 |
Cash dividends | | $ | 0.51 | | - | | | - | | | 0.51 |
AVERAGE COMMON SHARES | | | | | | | | | | | |
Basic | | | 1,585 | | 309 | | | 16 | | | 1,910 |
Diluted | | | 1,613 | | 312 | | | 16 | | | 1,941 |
See Notes to Supplemental Illustrative Combined Financial Information.
7
| | | | | | | | | | | | | |
WACHOVIA CORPORATION AND GOLDEN WEST FINANCIAL CORPORATION SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION ILLUSTRATIVE COMBINED CONSOLIDATED STATEMENTS OF INCOME(Unaudited) | |
| |
| | Three Months Ended March 31, 2006 | |
| | | | |
(In millions, except per share data) | | Wachovia | | | Golden West | | | Combining Adjustments | | | Illustrative Combined | |
INTEREST INCOME | | | | | | | | | | | | | |
Interest and fees on loans | | $ | 4,321 | | | 2,084 | | | 68 | | | 6,473 | |
Interest and dividends on securities | | | 1,565 | | | 24 | | | 3 | | | 1,592 | |
Trading account interest | | | 325 | | | - | | | - | | | 325 | |
Other interest income | | | 496 | | | (82 | ) | | - | | | 414 | |
Total interest income | | | 6,707 | | | 2,026 | | | 71 | | | 8,804 | |
INTEREST EXPENSE | | | | | | | | | | | | | |
Interest on deposits | | | 1,779 | | | 512 | | | (18 | ) | | 2,273 | |
Interest on short-term borrowings | | | 718 | | | 67 | | | - | | | 785 | |
Interest on long-term debt | | | 720 | | | 556 | | | 78 | | | 1,354 | |
Total interest expense | | | 3,217 | | | 1,135 | | | 60 | | | 4,412 | |
Net interest income | | | 3,490 | | | 891 | | | 11 | | | 4,392 | |
Provision for credit losses | | | 61 | | | 4 | | | - | | | 65 | |
Net interest income after provision for credit losses | | | 3,429 | | | 887 | | | 11 | | | 4,327 | |
FEE AND OTHER INCOME | | | | | | | | | | | | | |
Service charges | | | 574 | | | 2 | | | - | | | 576 | |
Other banking fees | | | 428 | | | 15 | | | - | | | 443 | |
Commissions | | | 623 | | | 7 | | | - | | | 630 | |
Fiduciary and asset management fees | | | 761 | | | - | | | - | | | 761 | |
Advisory, underwriting and other investment banking fees | | | 302 | | | - | | | - | | | 302 | |
Trading account profits | | | 219 | | | - | | | - | | | 219 | |
Principal investing | | | 103 | | | - | | | - | | | 103 | |
Securities gains (losses) | | | (48 | ) | | - | | | - | | | (48 | ) |
Other income | | | 555 | | | 4 | | | - | | | 559 | |
Total fee and other income | | | 3,517 | | | 28 | | | - | | | 3,545 | |
NONINTEREST EXPENSE | | | | | | | | | | | | | |
Salaries and employee benefits | | | 2,697 | | | 192 | | | - | | | 2,889 | |
Occupancy | | | 275 | | | 19 | | | - | | | 294 | |
Equipment | | | 280 | | | 20 | | | - | | | 300 | |
Advertising | | | 47 | | | 5 | | | - | | | 52 | |
Communications and supplies | | | 167 | | | 13 | | | - | | | 180 | |
Professional and consulting fees | | | 167 | | | 7 | | | - | | | 174 | |
Other intangible amortization | | | 92 | | | - | | | 39 | | | 131 | |
Merger-related and restructuring expenses | | | 68 | | | - | | | - | | | 68 | |
Sundry expense | | | 446 | | | 15 | | | - | | | 461 | |
Total noninterest expense | | | 4,239 | | | 271 | | | 39 | | | 4,549 | |
Minority interest in income of consolidated subsidiaries | | | 95 | | | - | | | - | | | 95 | |
Income before income taxes | | | 2,612 | | | 644 | | | (28 | ) | | 3,228 | |
Income taxes | | | 884 | | | 253 | | | (11 | ) | | 1,126 | |
Net income | | $ | 1,728 | | | 391 | | | (17 | ) | | 2,102 | |
PER COMMON SHARE DATA | | | | | | | | | | | | | |
Basic earnings | | $ | 1.11 | | | 1.27 | | | - | | | 1.12 | |
Diluted earnings | | | 1.09 | | | 1.25 | | | - | | | 1.10 | |
Cash dividends | | $ | 0.51 | | | - | | | - | | | 0.51 | |
AVERAGE COMMON SHARES | | | | | | | | | | | | | |
Basic | | | 1,555 | | | 308 | | | 16 | | | 1,879 | |
Diluted | | | 1,586 | | | 312 | | | 16 | | | 1,914 | |
See Notes to Supplemental Illustrative Combined Financial Information.
8
WACHOVIA CORPORATION AND GOLDEN WEST FINANCIAL CORPORATION
SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION
ILLUSTRATIVE COMBINED CONSOLIDATED STATEMENTS OF INCOME(Unaudited)
| | | | | | | | | | | | | |
| |
| | Three Months Ended December 31, 2005 | |
| | | | |
(In millions, except per share data) | | Wachovia | | | Golden West | | | Combining Adjustments | | | Illustrative Combined | |
INTEREST INCOME | | | | | | | | | | | | | |
Interest and fees on loans | | $ | 3,846 | | | 1,940 | | | 73 | | | 5,859 | |
Interest and dividends on securities | | | 1,486 | | | 25 | | | 4 | | | 1,515 | |
Trading account interest | | | 462 | | | - | | | - | | | 462 | |
Other interest income | | | 696 | | | (69 | ) | | - | | | 627 | |
Total interest income | | | 6,490 | | | 1,896 | | | 77 | | | 8,463 | |
INTEREST EXPENSE | | | | | | | | | | | | | |
Interest on deposits | | | 1,618 | | | 466 | | | (26 | ) | | 2,058 | |
Interest on short-term borrowings | | | 764 | | | 57 | | | - | | | 821 | |
Interest on long-term debt | | | 585 | | | 506 | | | 78 | | | 1,169 | |
Total interest expense | | | 2,967 | | | 1,029 | | | 52 | | | 4,048 | |
Net interest income | | | 3,523 | | | 867 | | | 25 | | | 4,415 | |
Provision for credit losses | | | 81 | | | 2 | | | - | | | 83 | |
Net interest income after provision for credit losses | | | 3,442 | | | 865 | | | 25 | | | 4,332 | |
FEE AND OTHER INCOME | | | | | | | | | | | | | |
Service charges | | | 555 | | | 2 | | | - | | | 557 | |
Other banking fees | | | 400 | | | 12 | | | - | | | 412 | |
Commissions | | | 573 | | | 7 | | | - | | | 580 | |
Fiduciary and asset management fees | | | 790 | | | 1 | | | - | | | 791 | |
Advisory, underwriting and other investment banking fees | | | 325 | | | - | | | - | | | 325 | |
Trading account profits | | | (31 | ) | | - | | | - | | | (31 | ) |
Principal investing | | | 135 | | | - | | | - | | | 135 | |
Securities gains (losses) | | | (74 | ) | | - | | | - | | | (74 | ) |
Other income | | | 316 | | | 11 | | | - | | | 327 | |
Total fee and other income | | | 2,989 | | | 33 | | | - | | | 3,022 | |
NONINTEREST EXPENSE | | | | | | | | | | | | | |
Salaries and employee benefits | | | 2,470 | | | 177 | | | - | | | 2,647 | |
Occupancy | | | 283 | | | 19 | | | 1 | | | 303 | |
Equipment | | | 277 | | | 19 | | | - | | | 296 | |
Advertising | | | 51 | | | 8 | | | - | | | 59 | |
Communications and supplies | | | 155 | | | 12 | | | - | | | 167 | |
Professional and consulting fees | | | 213 | | | 7 | | | - | | | 220 | |
Other intangible amortization | | | 93 | | | - | | | 59 | | | 152 | |
Merger-related and restructuring expenses | | | 58 | | | - | | | - | | | 58 | |
Sundry expense | | | 583 | | | 19 | | | - | | | 602 | |
Total noninterest expense | | | 4,183 | | | 261 | | | 60 | | | 4,504 | |
Minority interest in income of consolidated subsidiaries | | | 103 | | | - | | | - | | | 103 | |
Income from continuing operations before income taxes | | | 2,145 | | | 637 | | | (35 | ) | | 2,747 | |
Income taxes | | | 652 | | | 242 | | | (14 | ) | | 880 | |
Income from continuing operations before income taxes | | $ | 1,493 | | | 395 | | | (21 | ) | | 1,867 | |
PER COMMON SHARE DATA | | | | | | | | | | | | | |
Basic earnings | | $ | 0.97 | | | 1.29 | | | - | | | 1.00 | |
Diluted earnings | | | 0.95 | | | 1.27 | | | - | | | 0.98 | |
Cash dividends | | $ | 0.51 | | | - | | | - | | | 0.51 | |
AVERAGE COMMON SHARES | | | | | | | | | | | | | |
Basic | | | 1,541 | | | 307 | | | 16 | | | 1,864 | |
Diluted | | | 1,570 | | | 311 | | | 16 | | | 1,897 | |
See Notes to Supplemental Illustrative Combined Financial Information.
9
WACHOVIA CORPORATION
SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION
BUSINESS SEGMENTS(Unaudited) (As reported)
| | | | | | | | | | | | | | | | | | | | |
| |
| | Year Ended December 31, 2006 |
| | | | | | | |
(Dollars in millions) | | General Bank | | | Wealth Management | | Corporate and Investment Bank | | | Capital Management | | | Parent | | | Net Merger- Related and Restructuring Expenses | | | Total |
CONSOLIDATED | | | | | | | | | | | | | | | | | | | | |
Net interest income | | $ | 11,922 | | | 602 | | 2,037 | | | 1,013 | | | (170 | ) | | (155 | ) | | 15,249 |
Fee and other income | | | 3,580 | | | 779 | | 4,799 | | | 5,041 | | | 346 | | | - | | | 14,545 |
Intersegment revenue | | | 198 | | | 6 | | (179 | ) | | (32 | ) | | 7 | | | - | | | - |
Total revenue | | | 15,700 | | | 1,387 | | 6,657 | | | 6,022 | | | 183 | | | (155 | ) | | 29,794 |
Provision for credit losses | | | 428 | | | 2 | | (32 | ) | | - | | | 36 | | | - | | | 434 |
Noninterest expense | | | 7,117 | | | 964 | | 3,547 | | | 4,555 | | | 1,114 | | | 179 | | | 17,476 |
Minority interest | | | - | | | - | | - | | | - | | | 412 | | | 2 | | | 414 |
Income taxes (benefits) | | | 2,934 | | | 154 | | 1,109 | | | 535 | | | (941 | ) | | (66 | ) | | 3,725 |
Tax-equivalent adjustment | | | 42 | | | - | | 51 | | | 1 | | | 61 | | | (155 | ) | | - |
Income (loss) from continuing operations | | $ | 5,179 | | | 267 | | 1,982 | | | 931 | | | (499 | ) | | (115 | ) | | 7,745 |
Cash overhead efficiency ratio | | | 45.33 | % | | 69.51 | | 53.28 | | | 75.65 | | | 374.90 | | | - | | | 56.34 |
Average loans, net | | $ | 223,445 | | | 16,205 | | 44,906 | | | 711 | | | 22,455 | | | - | | | 307,722 |
Average core deposits | | $ | 232,720 | | | 14,493 | | 26,231 | | | 31,393 | | | 4,189 | | | - | | | 309,026 |
WACHOVIA CORPORATION AND GOLDEN WEST FINANCIAL CORPORATION
SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION
ILLUSTRATIVE COMBINED BUSINESS SEGMENTS(Unaudited)
| | | | | | | | | | | | | | | | | | | | |
| |
| | Year Ended December 31, 2006 |
| | | | | | | |
(Dollars in millions) | | General Bank | | | Wealth Management | | Corporate and Investment Bank | | | Capital Management | | | Parent | | | Net Merger- Related and Restructuring Expenses | | | Illustrative Combined |
CONSOLIDATED | | | | | | | | | | | | | | | | | | | | |
Net interest income | | $ | 14,756 | | | 602 | | 2,037 | | | 1,014 | | | (294 | ) | | (155 | ) | | 17,960 |
Fee and other income | | | 3,637 | | | 782 | | 4,799 | | | 5,074 | | | 717 | | | - | | | 15,009 |
Intersegment revenue | | | 198 | | | 6 | | (179 | ) | | (32 | ) | | 7 | | | - | | | - |
Total revenue | | | 18,591 | | | 1,390 | | 6,657 | | | 6,056 | | | 430 | | | (155 | ) | | 32,969 |
Provision for credit losses | | | 428 | | | 2 | | (32 | ) | | - | | | 43 | | | - | | | 441 |
Noninterest expense | | | 7,893 | | | 965 | | 3,547 | | | 4,584 | | | 1,646 | | | 202 | | | 18,837 |
Minority interest | | | - | | | - | | - | | | - | | | 412 | | | 2 | | | 414 |
Income taxes (benefits) | | | 3,706 | | | 154 | | 1,109 | | | 536 | | | (1,121 | ) | | (66 | ) | | 4,318 |
Tax-equivalent adjustment | | | 42 | | | - | | 51 | | | 1 | | | 61 | | | (155 | ) | | - |
Income (loss) from continuing operations | | $ | 6,522 | | | 269 | | 1,982 | | | 935 | | | (611 | ) | | (138 | ) | | 8,959 |
Cash overhead efficiency ratio | | | 42.46 | % | | 69.42 | | 53.28 | | | 75.69 | | | 328.07 | | | - | | | 55.29 |
Average loans, net | | $ | 314,510 | | | 16,205 | | 44,906 | | | 711 | | | 21,904 | | | - | | | 398,236 |
Average core deposits | | $ | 279,447 | | | 14,493 | | 26,231 | | | 31,393 | | | 4,262 | | | - | | | 355,826 |
See Notes to Supplemental Illustrative Combined Financial Information.
10
|
WACHOVIA CORPORATION SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION BUSINESS SEGMENTS(Unaudited) (As reported) |
| | | | | | | | | | | | | | | | | | | | |
| |
| | Year Ended December 31, 2005 |
| | | | | | | |
(Dollars in millions) | | General Bank | | | Wealth Management | | Corporate and Investment Bank | | | Capital Management | | | Parent | | | Net Merger- Related and Restructuring Expenses | | | Total |
CONSOLIDATED | | | | | | | | | | | | | | | | | | | | |
Net interest income | | $ | 9,486 | | | 581 | | 2,220 | | | 834 | | | 779 | | | (219 | ) | | 13,681 |
Fee and other income | | | 2,878 | | | 718 | | 3,696 | | | 4,591 | | | 336 | | | - | | | 12,219 |
Intersegment revenue | | | 194 | | | 6 | | (169 | ) | | (34 | ) | | 3 | | | - | | | - |
Total revenue | | | 12,558 | | | 1,305 | | 5,747 | | | 5,391 | | | 1,118 | | | (219 | ) | | 25,900 |
Provision for credit losses | | | 277 | | | 6 | | (27 | ) | | - | | | (7 | ) | | - | | | 249 |
Noninterest expense | | | 6,296 | | | 908 | | 3,037 | | | 4,293 | | | 1,021 | | | 292 | | | 15,847 |
Minority interest | | | - | | | - | | - | | | - | | | 367 | | | (25 | ) | | 342 |
Income taxes (benefits) | | | 2,154 | | | 143 | | 919 | | | 402 | | | (485 | ) | | (100 | ) | | 3,033 |
Tax-equivalent adjustment | | | 42 | | | - | | 99 | | | 1 | | | 77 | | | (219 | ) | | - |
Income (loss) from continuing operations | | $ | 3,789 | | | 248 | | 1,719 | | | 695 | | | 145 | | | (167 | ) | | 6,429 |
Cash overhead efficiency ratio | | | 50.13 | % | | 69.56 | | 52.85 | | | 79.64 | | | 54.08 | | | - | | | 57.96 |
Average loans, net | | $ | 163,411 | | | 13,916 | | 38,754 | | | 357 | | | 11,484 | | | - | | | 227,922 |
Average core deposits | | $ | 201,711 | | | 13,605 | | 23,607 | | | 34,659 | | | 5,139 | | | - | | | 278,721 |
|
WACHOVIA CORPORATION AND GOLDEN WEST FINANCIAL CORPORATION SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION ILLUSTRATIVE COMBINED BUSINESS SEGMENTS(Unaudited) |
| | | | | | | | | | | | | | | | | | | | |
| |
| | Year Ended December 31, 2005 |
| | | | | | | |
(Dollars in millions) | | General Bank | | | Wealth Management | | Corporate and Investment Bank | | | Capital Management | | | Parent | | | Net Merger- Related and Restructuring Expenses | | | Illustrative Combined |
CONSOLIDATED | | | | | | | | | | | | | | | | | | | | |
Net interest income | | $ | 13,210 | | | 581 | | 2,220 | | | 834 | | | 392 | | | (219 | ) | | 17,018 |
Fee and other income | | | 2,940 | | | 723 | | 3,696 | | | 4,635 | | | 336 | | | - | | | 12,330 |
Intersegment revenue | | | 194 | | | 6 | | (169 | ) | | (34 | ) | | 3 | | | - | | | - |
Total revenue | | | 16,344 | | | 1,310 | | 5,747 | | | 5,435 | | | 731 | | | (219 | ) | | 29,348 |
Provision for credit losses | | | 277 | | | 6 | | (27 | ) | | - | | | - | | | - | | | 256 |
Noninterest expense | | | 7,170 | | | 910 | | 3,037 | | | 4,328 | | | 1,244 | | | 292 | | | 16,981 |
Minority interest | | | - | | | - | | - | | | - | | | 367 | | | (25 | ) | | 342 |
Income taxes (benefits) | | | 3,223 | | | 144 | | 919 | | | 405 | | | (664 | ) | | (100 | ) | | 3,927 |
Tax-equivalent adjustment | | | 42 | | | - | | 99 | | | 1 | | | 77 | | | (219 | ) | | - |
Income (loss) from continuing operations | | $ | 5,632 | | | 250 | | 1,719 | | | 701 | | | (293 | ) | | (167 | ) | | 7,842 |
Cash overhead efficiency ratio | | | 43.87 | % | | 69.47 | | 52.85 | | | 79.62 | | | 139.76 | | | - | | | 55.53 |
Average loans, net | | $ | 273,927 | | | 13,916 | | 38,754 | | | 357 | | | 10,926 | | | - | | | 337,880 |
Average core deposits | | $ | 259,483 | | | 13,605 | | 23,607 | | | 34,659 | | | 5,213 | | | - | | | 336,567 |
See Notes to Supplemental Illustrative Combined Financial Information.
11
|
WACHOVIA CORPORATION SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION BUSINESS SEGMENTS(Unaudited) (As reported) |
| | | | | | | | | | | | | | | | | | | | |
| |
| | Three Months Ended September 30, 2006 |
| | | | | | | |
(Dollars in millions) | | General Bank | | | Wealth Management | | Corporate and Investment Bank | | | Capital Management | | | Parent | | | Net Merger- Related and Restructuring Expenses | | | Total |
CONSOLIDATED | | | | | | | | | | | | | | | | | | | | |
Net interest income | | $ | 2,823 | | | 150 | | 485 | | | 247 | | | (127 | ) | | (37 | ) | | 3,541 |
Fee and other income | | | 902 | | | 197 | | 989 | | | 1,232 | | | 145 | | | - | | | 3,465 |
Intersegment revenue | | | 48 | | | 1 | | (43 | ) | | (8 | ) | | 2 | | | - | | | - |
Total revenue | | | 3,773 | | | 348 | | 1,431 | | | 1,471 | | | 20 | | | (37 | ) | | 7,006 |
Provision for credit losses | | | 123 | | | - | | (5 | ) | | - | | | (10 | ) | | - | | | 108 |
Noninterest expense | | | 1,689 | | | 234 | | 791 | | | 1,098 | | | 195 | | | 38 | | | 4,045 |
Minority interest | | | - | | | - | | - | | | - | | | 104 | | | - | | | 104 |
Income taxes (benefits) | | | 704 | | | 42 | | 230 | | | 136 | | | (227 | ) | | (13 | ) | | 872 |
Tax-equivalent adjustment | | | 11 | | | - | | 9 | | | - | | | 17 | | | (37 | ) | | - |
Net income (loss) | | $ | 1,246 | | | 72 | | 406 | | | 237 | | | (59 | ) | | (25 | ) | | 1,877 |
Cash overhead efficiency ratio | | | 44.74 | % | | 67.19 | | 55.28 | | | 74.67 | | | 508.98 | | | - | | | 55.60 |
Average loans, net | | $ | 197,041 | | | 16,449 | | 45,792 | | | 795 | | | 21,033 | | | - | | | 281,110 |
Average core deposits | | $ | 216,410 | | | 14,048 | | 26,184 | | | 30,114 | | | 4,471 | | | - | | | 291,227 |
|
WACHOVIA CORPORATION AND GOLDEN WEST FINANCIAL CORPORATION SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION ILLUSTRATIVE COMBINED BUSINESS SEGMENTS(Unaudited) |
| | | | | | | | | | | | | | | | | | | | |
| |
| | Three Months Ended September 30, 2006 |
| | | | | | | |
(Dollars in millions) | | General Bank | | | Wealth Management | | Corporate and Investment Bank | | | Capital Management | | | Parent | | | Net Merger- Related and Restructuring Expenses | | | Illustrative Combined |
CONSOLIDATED | | | | | | | | | | | | | | | | | | | | |
Net interest income | | $ | 3,751 | | | 151 | | 484 | | | 247 | | | (154 | ) | | (37 | ) | | 4,442 |
Fee and other income | | | 923 | | | 198 | | 989 | | | 1,243 | | | 513 | | | - | | | 3,866 |
Intersegment revenue | | | 48 | | | 1 | | (43 | ) | | (8 | ) | | 2 | | | - | | | - |
Total revenue | | | 4,722 | | | 350 | | 1,430 | | | 1,482 | | | 361 | | | (37 | ) | | 8,308 |
Provision for credit losses | | | 122 | | | 1 | | (5 | ) | | - | | | (9 | ) | | - | | | 109 |
Noninterest expense | | | 1,958 | | | 234 | | 790 | | | 1,107 | | | 621 | | | 61 | | | 4,771 |
Minority interest | | | - | | | - | | - | | | - | | | 104 | | | - | | | 104 |
Income taxes (benefits) | | | 953 | | | 42 | | 230 | | | 137 | | | (369 | ) | | (13 | ) | | 980 |
Tax-equivalent adjustment | | | 11 | | | - | | 9 | | | - | | | 17 | | | (37 | ) | | - |
Net income (loss) | | $ | 1,678 | | | 73 | | 406 | | | 238 | | | (3 | ) | | (48 | ) | | 2,344 |
Cash overhead efficiency ratio | | | 41.46 | % | | 67.07 | | 55.28 | | | 74.70 | | | 156.78 | | | - | | | 55.69 |
Average loans, net | | $ | 320,743 | | | 16,449 | | 45,792 | | | 795 | | | 20,537 | | | - | | | 404,316 |
Average core deposits | | $ | 280,992 | | | 14,048 | | 26,184 | | | 30,114 | | | 4,545 | | | - | | | 355,883 |
See Notes to Supplemental Illustrative Combined Financial Information.
12
|
WACHOVIA CORPORATION SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION BUSINESS SEGMENTS(Unaudited) (As reported) |
| | | | | | | | | | | | | | | | | | | | |
| |
| | Three Months Ended June 30, 2006 |
| | | | | | | |
(Dollars in millions) | | General Bank | | | Wealth Management | | Corporate and Investment Bank | | | Capital Management | | | Parent | | | Net Merger- Related and Restructuring Expenses | | | Total |
CONSOLIDATED | | | | | | | | | | | | | | | | | | | | |
Net interest income | | $ | 2,784 | | | 151 | | 507 | | | 259 | | | (26 | ) | | (34 | ) | | 3,641 |
Fee and other income | | | 855 | | | 194 | | 1,215 | | | 1,225 | | | 94 | | | - | | | 3,583 |
Intersegment revenue | | | 48 | | | 1 | | (42 | ) | | (9 | ) | | 2 | | | - | | | - |
Total revenue | | | 3,687 | | | 346 | | 1,680 | | | 1,475 | | | 70 | | | (34 | ) | | 7,224 |
Provision for credit losses | | | 95 | | | 2 | | (33 | ) | | - | | | (5 | ) | | - | | | 59 |
Noninterest expense | | | 1,751 | | | 248 | | 878 | | | 1,119 | | | 241 | | | 24 | | | 4,261 |
Minority interest | | | - | | | - | | - | | | - | | | 89 | | | 1 | | | 90 |
Income taxes (benefits) | | | 663 | | | 35 | | 299 | | | 129 | | | (187 | ) | | (10 | ) | | 929 |
Tax-equivalent adjustment | | | 10 | | | - | | 9 | | | 1 | | | 14 | | | (34 | ) | | - |
Net income (loss) | | $ | 1,168 | | | 61 | | 527 | | | 226 | | | (82 | ) | | (15 | ) | | 1,885 |
Cash overhead efficiency ratio | | | 47.52 | % | | 71.67 | | 52.28 | | | 75.89 | | | 199.29 | | | - | | | 57.03 |
Average loans, net | | $ | 192,422 | | | 15,997 | | 43,849 | | | 616 | | | 22,381 | | | - | | | 275,265 |
Average core deposits | | $ | 214,419 | | | 14,551 | | 26,323 | | | 31,827 | | | 4,518 | | | - | | | 291,638 |
|
WACHOVIA CORPORATION AND GOLDEN WEST FINANCIAL CORPORATION SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION ILLUSTRATIVE COMBINED BUSINESS SEGMENTS(Unaudited) |
| | | | | | | | | | | | | | | | | | | | |
| |
| | Three Months Ended June 30, 2006 |
| | | | | | | |
(Dollars in millions) | | General Bank | | | Wealth Management | | Corporate and Investment Bank | | | Capital Management | | | Parent | | | Net Merger- Related and Restructuring Expenses | | | Illustrative Combined |
CONSOLIDATED | | | | | | | | | | | | | | | | | | | | |
Net interest income | | $ | 3,732 | | | 151 | | 507 | | | 259 | | | (66 | ) | | (34 | ) | | 4,549 |
Fee and other income | | | 876 | | | 196 | | 1,215 | | | 1,237 | | | 94 | | | - | | | 3,618 |
Intersegment revenue | | | 48 | | | 1 | | (42 | ) | | (9 | ) | | 2 | | | - | | | - |
Total revenue | | | 4,656 | | | 348 | | 1,680 | | | 1,487 | | | 30 | | | (34 | ) | | 8,167 |
Provision for credit losses | | | 96 | | | 2 | | (33 | ) | | - | | | (4 | ) | | - | | | 61 |
Noninterest expense | | | 2,012 | | | 249 | | 879 | | | 1,128 | | | 294 | | | 24 | | | 4,586 |
Minority interest | | | - | | | - | | - | | | - | | | 89 | | | 1 | | | 90 |
Income taxes (benefits) | | | 920 | | | 35 | | 298 | | | 131 | | | (202 | ) | | (10 | ) | | 1,172 |
Tax-equivalent adjustment | | | 10 | | | - | | 9 | | | 1 | | | 14 | | | (34 | ) | | - |
Net income (loss) | | $ | 1,618 | | | 62 | | 527 | | | 227 | | | (161 | ) | | (15 | ) | | 2,258 |
Cash overhead efficiency ratio | | | 43.22 | % | | 71.55 | | 52.28 | | | 75.92 | | | 905.83 | | | - | | | 54.31 |
Average loans, net | | $ | 314,252 | | | 15,997 | | 43,849 | | | 616 | | | 22,085 | | | - | | | 396,799 |
Average core deposits | | $ | 276,123 | | | 14,551 | | 26,323 | | | 31,827 | | | 4,593 | | | - | | | 353,417 |
See Notes to Supplemental Illustrative Combined Financial Information.
13
|
WACHOVIA CORPORATION SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION BUSINESS SEGMENTS(Unaudited) (As reported) |
| | | | | | | | | | | | | | | | | | | | |
| |
| | Three Months Ended March 31, 2006 |
| | | | | | | |
(Dollars in millions) | | General Bank | | | Wealth Management | | Corporate and Investment Bank | | | Capital Management | | | Parent | | | Net Merger- Related and Restructuring Expenses | | | Total |
CONSOLIDATED | | | | | | | | | | | | | | | | | | | | |
Net interest income | | $ | 2,537 | | | 151 | | 504 | | | 250 | | | 97 | | | (49 | ) | | 3,490 |
Fee and other income | | | 872 | | | 188 | | 1,242 | | | 1,230 | | | (15 | ) | | - | | | 3,517 |
Intersegment revenue | | | 43 | | | 1 | | (37 | ) | | (8 | ) | | 1 | | | - | | | - |
Total revenue | | | 3,452 | | | 340 | | 1,709 | | | 1,472 | | | 83 | | | (49 | ) | | 7,007 |
Provision for credit losses | | | 62 | | | - | | 1 | | | - | | | (2 | ) | | - | | | 61 |
Noninterest expense | | | 1,668 | | | 247 | | 887 | | | 1,136 | | | 233 | | | 68 | | | 4,239 |
Minority interest | | | - | | | - | | - | | | - | | | 95 | | | - | | | 95 |
Income taxes (benefits) | | | 617 | | | 34 | | 281 | | | 123 | | | (149 | ) | | (22 | ) | | 884 |
Tax-equivalent adjustment | | | 11 | | | - | | 22 | | | - | | | 16 | | | (49 | ) | | - |
Net income (loss) | | $ | 1,094 | | | 59 | | 518 | | | 213 | | | (110 | ) | | (46 | ) | | 1,728 |
Cash overhead efficiency ratio | | | 48.30 | % | | 72.60 | | 51.89 | | | 77.18 | | | 172.02 | | | - | | | 57.81 |
Average loans, net | | $ | 178,149 | | | 15,584 | | 42,986 | | | 462 | | | 23,393 | | | - | | | 260,574 |
Average core deposits | | $ | 210,939 | | | 14,908 | | 25,523 | | | 33,583 | | | 5,261 | | | - | | | 290,214 |
|
WACHOVIA CORPORATION AND GOLDEN WEST FINANCIAL CORPORATION SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION ILLUSTRATIVE COMBINED BUSINESS SEGMENTS(Unaudited) |
| | | | | | | | | | | | | | | | | | | | |
| |
| | Three Months Ended March 31, 2006 |
| | | | | | | |
(Dollars in millions) | | General Bank | | | Wealth Management | | Corporate and Investment Bank | | | Capital Management | | | Parent | | | Net Merger- Related and Restructuring Expenses | | | Illustrative Combined |
CONSOLIDATED | | | | | | | | | | | | | | | | | | | | |
Net interest income | | $ | 3,494 | | | 151 | | 504 | | | 250 | | | 42 | | | (49 | ) | | 4,392 |
Fee and other income | | | 888 | | | 189 | | 1,242 | | | 1,241 | | | (15 | ) | | - | | | 3,545 |
Intersegment revenue | | | 43 | | | 1 | | (37 | ) | | (8 | ) | | 1 | | | - | | | - |
Total revenue | | | 4,425 | | | 341 | | 1,709 | | | 1,483 | | | 28 | | | (49 | ) | | 7,937 |
Provision for credit losses | | | 62 | | | - | | 1 | | | - | | | 2 | | | - | | | 65 |
Noninterest expense | | | 1,913 | | | 247 | | 887 | | | 1,146 | | | 288 | | | 68 | | | 4,549 |
Minority interest | | | - | | | - | | - | | | - | | | 95 | | | - | | | 95 |
Income taxes (benefits) | | | 883 | | | 34 | | 281 | | | 123 | | | (173 | ) | | (22 | ) | | 1,126 |
Tax-equivalent adjustment | | | 11 | | | - | | 22 | | | - | | | 16 | | | (49 | ) | | - |
Net income (loss) | | $ | 1,556 | | | 60 | | 518 | | | 214 | | | (200 | ) | | (46 | ) | | 2,102 |
Cash overhead efficiency ratio | | | 43.24 | % | | 72.47 | | 51.89 | | | 77.29 | | | 1,379.85 | | | - | | | 55.40 |
Average loans, net | | $ | 297,837 | | | 15,584 | | 42,986 | | | 462 | | | 22,782 | | | - | | | 379,651 |
Average core deposits | | $ | 272,033 | | | 14,908 | | 25,523 | | | 33,583 | | | 5,335 | | | - | | | 351,382 |
See Notes to Supplemental Illustrative Combined Financial Information.
14
| | | | | | | | | | | | | | | | | | | | |
WACHOVIA CORPORATION SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION BUSINESS SEGMENTS(Unaudited) (As reported) |
| |
| | Three Months Ended December 31, 2005 |
| | | | | | | |
(Dollars in millions) | | General Bank | | | Wealth Management | | Corporate and Investment Bank | | | Capital Management | | | Parent | | | Net Merger- Related and Restructuring Expenses | | | Total |
CONSOLIDATED | | | | | | | | | | | | | | | | | | | | |
Net interest income | | $ | 2,467 | | | 153 | | 586 | | | 234 | | | 135 | | | (52 | ) | | 3,523 |
Fee and other income | | | 746 | | | 189 | | 901 | | | 1,167 | | | (14 | ) | | - | | | 2,989 |
Intersegment revenue | | | 55 | | | 2 | | (51 | ) | | (7 | ) | | 1 | | | - | | | - |
Total revenue | | | 3,268 | | | 344 | | 1,436 | | | 1,394 | | | 122 | | | (52 | ) | | 6,512 |
Provision for credit losses | | | 75 | | | 1 | | (13 | ) | | - | | | 18 | | | - | | | 81 |
Noninterest expense | | | 1,669 | | | 253 | | 785 | | | 1,112 | | | 306 | | | 58 | | | 4,183 |
Minority interest | | | - | | | - | | - | | | - | | | 103 | | | - | | | 103 |
Income taxes (benefits) | | | 547 | | | 32 | | 224 | | | 103 | | | (233 | ) | | (21 | ) | | 652 |
Tax-equivalent adjustment | | | 12 | | | - | | 23 | | | - | | | 17 | | | (52 | ) | | - |
Income (loss) from continuing operations | | $ | 965 | | | 58 | | 417 | | | 179 | | | (89 | ) | | (37 | ) | | 1,493 |
Cash overhead efficiency ratio | | | 51.07 | % | | 73.22 | | 54.66 | | | 79.75 | | | 175.52 | | | - | | | 61.41 |
Average loans, net | | $ | 168,761 | | | 14,902 | | 41,607 | | | 389 | | | 11,823 | | | - | | | 237,482 |
Average core deposits | | $ | 208,005 | | | 14,415 | | 25,981 | | | 33,348 | | | 5,753 | | | - | | | 287,502 |
| | | | | | | | | | | | | | | | | | | | |
WACHOVIA CORPORATION AND GOLDEN WEST FINANCIAL CORPORATION SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION ILLUSTRATIVE COMBINED BUSINESS SEGMENTS(Unaudited) |
| |
| | Three Months Ended December 31, 2005 |
| | | | | | | |
(Dollars in millions) | | General Bank | | | Wealth Management | | Corporate and Investment Bank | | | Capital Management | | | Parent | | | Net Merger- Related and Restructuring Expenses | | | Illustrative Combined |
CONSOLIDATED | | | | | | | | | | | | | | | | | | | | |
Net interest income | | $ | 3,414 | | | 153 | | 585 | | | 233 | | | 82 | | | (52 | ) | | 4,415 |
Fee and other income | | | 766 | | | 191 | | 901 | | | 1,178 | | | (14 | ) | | - | | | 3,022 |
Intersegment revenue | | | 55 | | | 2 | | (50 | ) | | (7 | ) | | - | | | - | | | - |
Total revenue | | | 4,235 | | | 346 | | 1,436 | | | 1,404 | | | 68 | | | (52 | ) | | 7,437 |
Provision for credit losses | | | 75 | | | 1 | | (12 | ) | | - | | | 19 | | | - | | | 83 |
Noninterest expense | | | 1,910 | | | 253 | | 785 | | | 1,121 | | | 377 | | | 58 | | | 4,504 |
Minority interest | | | - | | | - | | - | | | - | | | 103 | | | - | | | 103 |
Income taxes (benefits) | | | 814 | | | 33 | | 224 | | | 103 | | | (273 | ) | | (21 | ) | | 880 |
Tax-equivalent adjustment | | | 12 | | | - | | 23 | | | - | | | 17 | | | (52 | ) | | - |
Income (loss) from continuing operations | | $ | 1,424 | | | 59 | | 416 | | | 180 | | | (175 | ) | | (37 | ) | | 1,867 |
Cash overhead efficiency ratio | | | 45.09 | % | | 73.08 | | 54.66 | | | 79.76 | | | 668.58 | | | - | | | 58.28 |
Average loans, net | | $ | 285,414 | | | 14,902 | | 41,607 | | | 389 | | | 11,439 | | | - | | | 353,751 |
Average core deposits | | $ | 267,834 | | | 14,415 | | 25,981 | | | 33,348 | | | 5,828 | | | - | | | 347,406 |
See Notes to Supplemental Illustrative Combined Financial Information.
15
| | | | | | | | | | | | |
WACHOVIA CORPORATION SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION BUSINESS SEGMENTS(Unaudited) (As reported) | | |
| | | |
| | 2006 | | | | 2005 |
| | | | | |
(Dollars in millions) | | Third Quarter | | | Second Quarter | | First Quarter | | | | Fourth Quarter |
GENERAL BANK - RETAIL AND SMALL BUSINESS | | | | | | | | | | | | |
Net interest income | | $ | 1,724 | | | 1,709 | | 1,660 | | | | 1,644 |
Fee and other income | | | 777 | | | 737 | | 758 | | | | 643 |
Intersegment revenue | | | 12 | | | 13 | | 13 | | | | 12 |
Total revenue | | | 2,513 | | | 2,459 | | 2,431 | | | | 2,299 |
Provision for credit losses | | | 47 | | | 38 | | 40 | | | | 54 |
Noninterest expense | | | 1,313 | | | 1,354 | | 1,310 | | | | 1,343 |
Income taxes | | | 420 | | | 390 | | 394 | | | | 331 |
Tax-equivalent adjustment | | | 1 | | | - | | - | | | | - |
Segment earnings | | $ | 732 | | | 677 | | 687 | | | | 571 |
Cash overhead efficiency ratio | | | 52.22 | % | | 55.11 | | 53.86 | | | | 58.41 |
Average loans, net | | $ | 93,306 | | | 91,240 | | 89,195 | | | | 86,880 |
Average core deposits | | $ | 169,191 | | | 167,555 | | 163,212 | | | | 159,693 |
| | | | | | | | | | | | |
WACHOVIA CORPORATION AND GOLDEN WEST FINANCIAL CORPORATION SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION ILLUSTRATIVE COMBINED BUSINESS SEGMENTS(Unaudited) | | |
| | | |
| | 2006 | | | | 2005 |
| | | | | |
(Dollars in millions) | | Third Quarter | | | Second Quarter | | First Quarter | | | | Fourth Quarter |
GENERAL BANK - RETAIL AND SMALL BUSINESS | | | | | | | | | | | | |
Net interest income | | $ | 2,652 | | | 2,658 | | 2,618 | | | | 2,591 |
Fee and other income | | | 797 | | | 758 | | 773 | | | | 664 |
Intersegment revenue | | | 12 | | | 14 | | 12 | | | | 11 |
Total revenue | | | 3,461 | | | 3,430 | | 3,403 | | | | 3,266 |
Provision for credit losses | | | 47 | | | 38 | | 40 | | | | 55 |
Noninterest expense | | | 1,581 | | | 1,616 | | 1,555 | | | | 1,583 |
Income taxes | | | 668 | | | 648 | | 660 | | | | 597 |
Tax-equivalent adjustment | | | 1 | | | - | | - | | | | - |
Segment earnings | | $ | 1,164 | | | 1,128 | | 1,148 | | | | 1,031 |
Cash overhead efficiency ratio | | | 45.69 | % | | 47.12 | | 45.70 | | | | 48.48 |
Average loans, net | | $ | 217,008 | | | 213,070 | | 208,883 | | | | 203,532 |
Average core deposits | | $ | 233,773 | | | 229,260 | | 224,307 | | | | 219,522 |
See Notes to Supplemental Illustrative Combined Financial Information.
16
|
WACHOVIA CORPORATION AND GOLDEN WEST FINANCIAL CORPORATION SUPPLEMENTAL ILLUSTRATIVE COMBINED FINANCIAL INFORMATION ILLUSTRATIVE COMBINED EARNINGS RECONCILIATION(Unaudited) |
| | | | | | | | | | | |
| | | |
| | 2006 | | | | 2005 |
| | | | | |
(In millions) | | Third Quarter | | Second Quarter | | First Quarter | | | | Fourth Quarter |
Pro forma combined income from continuing operations | | $ | 2,344 | | 2,258 | | 2,102 | | | | 1,867 |
After tax merger-related and restructuring expenses | | | 43 | | 16 | | 44 | | | | 39 |
Pro forma combined earnings from continuing operations, excluding after tax merger-related and restructuring expenses | | | 2,387 | | 2,274 | | 2,146 | | | | 1,906 |
After tax deposit base and other intangible amortization | | | 92 | | 90 | | 85 | | | | 103 |
Pro forma combined earnings, excluding after tax merger-related and restructuring expenses, and after tax deposit base and other intangible amortization | | $ | 2,479 | | 2,364 | | 2,231 | | | | 2,009 |
See Notes to Supplemental Illustrative Combined Financial Information.
17
|
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 October 1, 2006, merger of Wachovia Corporation (the “Company”) and Golden West Financial Corporation (“Golden West”) as more fully described below. The Supplemental Information in this Exhibit 99(d) 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 Golden West 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 including amortization of the core deposit intangible created by the merger are included in 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”. For the full year ended December 31, 2006, the standalone Golden West information represents the period from January 1, 2006 to September 30, 2006.
BUSINESS COMBINATION
On May 7, 2006, the Company announced the signing of a definitive merger agreement with Golden West. The merger of this California-based retail banking and mortgage lending franchise was completed on October 1, 2006. The terms of this transaction called for the Company to exchange 1.05105 shares of its common stock plus cash of $18.6461 for each share of Golden West common stock. Based on the Company’s weighted average of the closing prices for a period two trading days before the announcement of the merger and two trading days after the merger announcement of $55.69 (which includes the day of announcement), the transaction is valued at $24.3 billion.
RECLASSIFICATIONS
For each period presented, certain reported information for the Company, as well as certain of its business segments, and for Golden West has been reclassified to conform to the Company’s current presentation of financial information. These reclassifications had no effect on the Company’s or Golden West’s previously reported consolidated financial position or results of operations.
NOTE 2: ILLUSTRATIVE COMBINED CONSOLIDATED BALANCE SHEET ADJUSTMENTS
Preliminary fair value adjustments include a decrease to securities and loans of $23 million and $804 million, respectively, or a total of $827 million; an increase in premises and equipment of $106 million; goodwill and other intangible assets related to the merger of $14.9 billion and $409 million, respectively; a decrease in other assets of $37 million; an increase in interest-bearing deposits and long-term debt of $74 million and $33 million, respectively, or a total of $107 million; and a decrease in other liabilities of $145 million, which includes an increase of $12 million related to personnel and employee termination benefits, net other exit costs of $29 million and a net deferred income tax benefit of $186 million. The stockholders’ equity increase of a net $8.8 billion reflects the issuance of 326 million shares of Wachovia common stock to holders of Golden West common stock. The long-term debt adjustment also includes $5.8 billion related to the funding of the cash portion of the transaction. See also Note 4 below.
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NOTE 3: ILLUSTRATIVE COMBINED CONSOLIDATED STATEMENT OF INCOME ADJUSTMENTS |
Combining adjustments in the statements of income represent the appropriate periodic accretion or amortization amounts related to the fair value adjustments for securities, loans, premises and equipment, core deposit and long-term debt resulting from the Golden West merger. Interest expense also includes an estimated funding cost of 5.35 percent related to $5.8 billion of merger-related debt. The accretion or amortization amount was determined using effective yield or accelerated methods over 24.5 years for securities; 2.3 years for loans; 37.5 years for premises and equipment; 4.5 years for core deposits; and 2.75 years to 24.5 years for long-term debt. The accretion or amortization amounts represent the first three months of estimated income or expense applied on a constant basis for each period presented. An effective income tax rate of 39 percent was used to determine the related income tax benefit.
NOTE 4: PRELIMINARY GOODWILL AND OTHER INTANGIBLE ASSETS
PRELIMINARY GOODWILL AND OTHER INTANGIBLE ASSETS CREATED
BY THE WACHOVIA/GOLDEN WEST MERGER
| | | | |
|
(In millions) | |
Purchase price less Golden West ending tangible stockholders’ equity as of October 1, 2006 | | $ | 14,543 | |
Preliminary fair value purchase accounting adjustments | | | | |
Financial assets | | | 827 | |
Premises and equipment | | | (106 | ) |
Other assets | | | 37 | |
Financial liabilities | | | 107 | |
Total pre-tax fair value purchase accounting adjustments | | | 865 | |
Deferred income taxes | | | (327 | ) |
Total after-tax fair value purchase accounting adjustments | | | 538 | |
Preliminary exit cost purchase accounting adjustments | | | | |
Personnel and employee termination benefits | | | 12 | |
Occupancy and equipment | | | 29 | |
Total pre-tax exit costs | | | 41 | |
Deferred income taxes | | | (7 | ) |
Total after-tax exit cost purchase accounting adjustments(One-time costs) | | | 34 | |
Total intangibles | | | 15,115 | |
Deposit base intangible | | | (409 | ) |
Deferred income taxes | | | 148 | |
Preliminary goodwill | | $ | 14,854 | |
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