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) January 23, 2002
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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 First Union 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 5. Other Events.
On January 23, 2002, Wachovia Corporation ("Wachovia") issued a news
release announcing its financial results for the fourth quarter and full year
ended December 31, 2001 (the "News Release"). The News Release is attached as
Exhibit 99(a) to this report and is incorporated into this Item 5 by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99(a) The News Release.
99(b) The Supplemental Earnings Package (as defined below).
99(c) The Earnings Review Presentation (as defined below).
Item 9. Regulation FD Disclosure.
On January 23, 2002, in connection with Wachovia's issuance of the News
Release, Wachovia released its Fourth Quarter 2001 Supplemental Earnings Package
(the "Supplemental Earnings Package") and 4th Quarter 2001 Supplemental Earnings
Package Highlights and Earnings Review presentation (the "Earnings Review
Presentation" and, together with the Supplemental Earnings Package, the
"Supplemental Materials"), which include certain additional historical and
forward-looking financial information relating to Wachovia. In addition, on
January 23, 2002, Wachovia intends to hold a conference call/webcast to discuss
the News Release and the Supplemental Materials. The Supplemental Earnings
Package and the Earnings Review Presentation are attached as Exhibits 99(b) and
99(c), respectively, to this report and are incorporated into this Item 9 by
reference.
* * *
This Current Report on Form 8-K (including information included or
incorporated by reference herein) may contain, among other things, certain
forward-looking statements with respect to Wachovia, as well as the goals,
plans, objectives, intentions, expectations, financial condition, results of
operations, future performance and business of Wachovia, including, without
limitation, (i) statements relating to 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 (ii) statements preceded by, followed by or that include the words
"may", "could", "would", "should", "believes", "expects", "anticipates",
"estimates", "intends", "plans", "targets" "probably", "potentially",
"projects", "outlook" or similar expressions. 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 the goals, plans, objectives, intentions, and expectations
expressed in such forward-looking statements: (1) the risk that the businesses
of former First Union Corporation and former Wachovia Corporation in
connection with their merger (the "Merger") 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 may
not be fully realized or realized within the expected time frame; (3) revenues
following the Merger may be lower than expected; (4) deposit attrition,
operating costs, customer loss and business disruption following the Merger,
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, its 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 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 actual restructuring and other charges related thereto; (16)
the growth and profitability of Wachovia's noninterest or fee income being less
than expected; (17) unanticipated regulatory or judicial proceedings; (18) the
impact of changes in accounting policies by the Securities and Exchange
Commission; (19) adverse changes in the financial performance and/or condition
of Wachovia's borrowers which could impact the 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) the success of Wachovia at managing
the risks involved in the foregoing. Additional information with respect to
factors that may cause actual results to differ materially from those
contemplated by such forward-looking statements is included in the reports filed
by Wachovia with the Securities and Exchange Commission.
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.
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: January 23, 2002 By: /s/ Robert P. Kelly
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Name: Robert P. Kelly
Title: Senior Executive Vice President and
Chief Financial Officer
Exhibit Index
Exhibit No. Description
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99(a) The News Release.
99(b) The Supplemental Earnings Package.
99(c) The Earnings Review Presentation.