SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) March 31, 2003
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Wachovia Corporation
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(Exact name of registrant as specified in its charter)
North Carolina 1-10000 56-0898180
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One Wachovia Center
Charlotte, North Carolina 28288-0013
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (704) 374-6565
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(Former name or former address, if changed since last report.)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99 The News Release (as defined below).
ITEM 9. REGULATION FD DISCLOSURE.
The following information is being furnished under Item 9: On March
31, 2003, in connection with the issuance of the News Release, Wachovia
Corporation ("Wachovia") will hold a conference call/webcast to discuss the News
Release.
The following information is being filed under Item 12: On March 31,
2003, Wachovia issued a news release (the "News Release"). The News Release is
attached as Exhibit 99 to this report and is incorporated into this Item 12 by
reference.
The News Release contains a description of Wachovia's earnings per
share excluding merger-related and restructuring charges related to the
September 2001 merger between First Union Corporation and the former Wachovia
Corporation. Management believes that such financial measure provides useful
information to investors because it provides information about Wachovia's
financial performance from its ongoing business operations. The merger-related
and restructuring charges are non-recurring expenses, principally related to
systems conversion, occupancy and equipment, advertising and employee
termination costs, net of non-recurring gains, principally related to gains from
the sale of divested branches.
* * *
This Current Report on Form 8-K (including information included or
incorporated by reference herein) may contain, among other things, certain
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, including, without limitation, (i) statements
relating to the benefits of the merger between the former Wachovia Corporation
("Legacy Wachovia") and Wachovia completed on September 1, 2001 (the "Merger"),
including future financial and operating results, cost savings, enhanced
revenues and the accretion to reported earnings that may be realized from the
Merger, (ii) statements relating to the benefits of the proposed retail
securities brokerage combination transaction between Wachovia and Prudential
Financial, Inc. (the "Brokerage Transaction"), including future financial and
operating results, cost savings, enhanced revenues and the accretion of reported
earnings that may be realized from the Brokerage Transaction, (iii) statements
regarding certain of Wachovia's goals and expectations with respect to earnings,
earnings per share, revenue, expenses and the growth rate in such items, as well
as other measures of economic performance, including statements relating to
estimates of credit quality trends, and (iv) statements preceded by, followed by
or that include the words "may", "could", "should", "would", "believe",
"anticipate", "estimate", "expect", "intend", "plan", "projects", "outlook" or
similar expressions. These statements are based upon the current beliefs and
expectations of Wachovia's management and are subject to significant risks and
uncertainties. Actual results may differ from those set forth in the
forward-looking statements. These forward-looking statements involve certain
risks and uncertainties that are subject to change based on various factors
(many of which are beyond Wachovia's control).
The following factors, among others, could cause Wachovia's financial
performance to differ materially from that expressed in such forward-looking
statements: (1) the risk that the businesses of Wachovia and Legacy Wachovia in
connection with the Merger or the
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Brokerage Transaction will not be integrated successfully or such integration
may be more difficult, time-consuming or costly than expected; (2) expected
revenue synergies and cost savings from the Merger or the Brokerage Transaction
may not be fully realized or realized within the expected time frame; (3)
revenues following the Merger or the Brokerage Transaction may be lower than
expected; (4) deposit attrition, operating costs, customer loss and business
disruption following the Merger or the Brokerage Transaction, including, without
limitation, difficulties in maintaining relationships with employees, may be
greater than expected; (5) the strength of the United States economy in general
and the strength of the local economies in which Wachovia conducts operations
may be different than expected resulting in, among other things, a deterioration
in credit quality or a reduced demand for credit, including the resultant effect
on Wachovia's loan portfolio and allowance for loan losses; (6) the effects of,
and changes in, trade, monetary and fiscal policies and laws, including interest
rate policies of the Board of Governors of the Federal Reserve System; (7)
inflation, interest rate, market and monetary fluctuations; (8) adverse
conditions in the stock market, the public debt market and other capital markets
(including changes in interest rate conditions) and the impact of such
conditions on Wachovia's capital markets and capital management activities,
including, without limitation, Wachovia's mergers and acquisition advisory
business, equity and debt underwriting activities, private equity investment
activities, derivative securities activities, investment and wealth management
advisory businesses, and brokerage activities; (9) the timely development of
competitive new products and services by Wachovia and the acceptance of these
products and services by new and existing customers; (10) the willingness of
customers to accept third party products marketed by Wachovia; (11) the
willingness of customers to substitute competitors' products and services for
Wachovia's products and services and vice versa; (12) the impact of changes in
financial services' laws and regulations (including laws concerning taxes,
banking, securities and insurance); (13) technological changes; (14) changes in
consumer spending and saving habits; (15) the effect of corporate
restructurings, acquisitions and/or dispositions, including, without limitation,
the Merger and the Brokerage Transaction, and the actual restructuring and other
charges related thereto, and the failure to achieve the expected revenue growth
and/or expense savings from such corporate restructurings, acquisitions and/or
dispositions; (16) the growth and profitability of Wachovia's noninterest or fee
income being less than expected; (17) unanticipated regulatory or judicial
proceedings or rulings; (18) the impact of changes in accounting principles;
(19) adverse changes in financial performance and/or condition of Wachovia's
borrowers which could impact repayment of such borrowers' outstanding loans;
(20) the impact on Wachovia's businesses, as well as on the risks set forth
above, of various domestic or international military or terrorist activities or
conflicts; and (21) Wachovia's success at managing the risks involved in the
foregoing.
Wachovia cautions that the foregoing list of factors is not exclusive.
All subsequent written and oral forward-looking statements concerning Wachovia
or other matters and attributable to Wachovia or any person acting on its behalf
are expressly qualified in their entirety by the cautionary statements above.
Wachovia does not undertake any obligation to update any forward-looking
statement, whether written or oral, relating to the matters discussed in this
Current Report on Form 8-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WACHOVIA CORPORATION
Date: March 31, 2003 By: /s/ Robert P. Kelly
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Name: Robert P. Kelly
Title: Senior Executive Vice President
and Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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99 The News Release.
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