Filed by Wachovia Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934, as amended
Subject Company: A.G. Edwards, Inc.
Commission File No.: 1-8527
Date: September 10, 2007 |
This filing may contain certain forward-looking statements with respect to each of Wachovia Corporation (Wachovia) and A.G. Edwards, Inc. (A.G. Edwards) and the combined company following the proposed merger between Wachovia and A.G. Edwards (the Merger), 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 the benefits of the Merger, including future financial and operating results, cost savings, enhanced revenues and the accretion/dilution to reported earnings that may be realized from the Merger, (ii) statements relating to the benefits of the merger between Wachovia and Golden West Financial Corporation (Golden West) completed on October 1, 2006 (the Golden West Merger), including future financial and operating results, cost savings, enhanced revenues and the accretion to reported earnings that may be realized from the Golden West Merger, (iii) statements regarding certain of Wachovias and/or A.G. Edwards 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 Wachovias 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 Wachovias 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 Wachovias control).
The following factors, among others, could cause Wachovias financial performance to differ materially from that expressed in such forward-looking statements: (1) the risk that the businesses of Wachovia and A.G. Edwards in connection with the Merger or the businesses of Wachovia and Golden West in connection with the Golden West Merger will not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; (2) the risk that expected revenue
synergies and cost savings from the Merger or the Golden West Merger may not be fully realized or realized within the expected time frame; (3) the risk that revenues following the Merger or the Golden West Merger may be lower than expected; (4) deposit attrition, operating costs, customer loss and business disruption following the Merger or the Golden West Merger, including, without limitation, difficulties in maintaining relationships with employees, may be greater than expected; (5) the inability to obtain governmental approvals of the Merger on the proposed terms and schedule; (6) the failure of A.G. Edwards shareholders to approve the Merger; (7) risk that the strength of the United States economy in general and the strength of the local economies in which Wachovia and/or A.G. Edwards 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 Wachovias loan portfolio and allowance for loan losses; (8) 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; (9) potential or actual litigation; (10) inflation, interest rate, market and monetary fluctuations; and (11) 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 Wachovias and A.G. Edwards brokerage and capital markets activities. Additional factors that could cause Wachovias and A.G. Edwards results to differ materially from those described in the forward-looking statements can be found in Wachovias and A.G. Edwards Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC. All subsequent written and oral forward-looking statements concerning Wachovia or the proposed Merger or other matters and attributable to Wachovia or A.G. Edwards or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Wachovia and A.G. Edwards do not undertake any obligation to update any forward-looking statement, whether written or oral, relating to the matters discussed in this filing.
The proposed Merger will be submitted to A.G. Edwards shareholders for their consideration. A.G. Edwards shareholders are urged to read the definitive proxy statement/prospectus regarding the proposed Merger, as well as any other relevant documents concerning the proposed Merger filed with the SEC (and any amendments or supplements to those documents), because they contain important information. You will be able to obtain a free copy of the definitive proxy statement/prospectus, as well as other filings containing information about Wachovia and A.G. Edwards, at the SECs website (http://www.sec.gov) and at the companies respective websites, www.wachovia.com and www.agedwards.com. Copies of the definitive proxy statement/prospectus and the SEC filings incorporated by reference in the definitive proxy statement/prospectus can also be obtained, free of charge, by directing a request to Wachovia Corporation, Investor Relations, One Wachovia Center, 301 South College Street, Charlotte, NC 28288-0206, (704)-383-0798; or to A.G. Edwards, Inc., Investor Relations, One North Jefferson Avenue, St. Louis, MO 63103, (314) 955-3000.
Wachovia Corporation Turbulent Times Call for Strong Management Lehman Brothers Financial Services Conference September 10, 2007 Ken Thompson Chairman and CEO THE FOLLOWING PRESENTATION WAS USED IN A CONFERENCE WITH INVESTORS AND OTHERS AND WAS MADE AVAILABLE ON WACHOVIAS WEBSITE. |
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1 - 5219, Lehman Brothers Financial Services Conference Execution excellence drives long-term track record Sixth straight year of No. 1 customer satisfaction 938 bps improvement in efficiency ratio from 2001* Proactively reduced risk in loan portfolio Average charge-off ratio improves 55 bps from 70 bps in 2001 to 15 bps in 1H07 Fifth straight year of double-digit earnings growth in 2006 167% increase in dividend since 4Q01 to 3Q07 Top quartile shareholder return since year-end 2001** *Improvement from 2001 to 2007 YTD through 6/30/07. **Total shareholder return from 12/31/01 to 8/31/07, ranking among the Top 20 U.S.
Banks. |
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2 - 5219, Lehman Brothers Financial Services Conference #3 deposit market share in the U.S. #2 brokerage firm with 14% market share of brokerage revenues in Top 50 MSAs* #5 wealth manager** High growth/high wealth markets 8.8% deposit-weighted average population growth vs. 6.3% U.S. average*** Manage over $1 trillion of investment assets; serve 18% of wealth households in U.S. *Including the pending acquisition of A.G. Edwards, Inc. **Source: Barrons magazine, based on $324 billion assets under management as of
6/30/06. ***Source: SNL Financial. 5-year average population growth,
county-weighted by deposits. Wachovia in perspective: A great footprint drives sustainable
long-term growth Wachovia financial centers Wachovia Securities* Wachovia Mortgage World Savings Bank financial centers World Savings Bank Mortgage |
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3 - 5219, Lehman Brothers Financial Services Conference Wachovia in perspective: Well-
managed, diversified businesses
drive sustainable long-term growth Wachovias 4 Core Businesses Earned
$4.8 billion* in 1H07 Capital Management $584 Corporate & Investment Bank $979 General Bank $3,112 Wealth Management $137 *As reported segment earnings through June 30, 2007 excluding merger and restructuring
charges of $26 million after-tax and losses in the parent of $164 million. Combined 1H06 revenues and earnings were $16.2 billion and $4.4 billion, respectively. For additional information on Combined results see Wachovias Current Report on Form 8-K dated January 23, 2007.
65% 20% 3% 12% ($ in millions) 1H07 vs. 1H06 Combined Revenues up 5% Continued solid credit quality |
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4 - 5219, Lehman Brothers Financial Services Conference General Banking Group Well positioned for growth Strong household acquisition Solid organic deposit and loan growth Effective expansion programs De novo branches Up-tiering of acquired franchises Mortgage business on sound footing Growth lower than expected at GDW acquisition 2008 will produce growth in adverse housing market Low loss content portfolio has been validated |
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5 - 5219, Lehman Brothers Financial Services Conference General Bank: Strong track record of improving customer retention and acquisition 20.0% 10.9% 4Q99 2Q07 10.9% 14.1% 4Q00 2Q07 Annualized Retail, Small Business, Business Banking and Community Banking controllable
attrition and acquisition rates; 4Q99 attrition data is total, acquisition
data unavailable prior to 2000. *Based on 11 million Retail, Small Business, Business Banking and Community Banking household and customer relationships at 2Q07 quarter-end. 350,000 net new households on an annualized basis* Approximately 3 times the growth rate for US households Attrition Acquisition |
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6 - 5219, Lehman Brothers Financial Services Conference General Bank: De Novo success drives long-term growth De Novo Program 315 de novos opened since January 2003 In aggregate, entire de novo portfolio is exceeding initial projections and on average is tracking to an IRR in excess of 25% 78% of de novos* exceeding expectations Of de novos* not meeting initial projections action plans are expected to return 75% to original projections De Novo Performance vs. Peers Deposits/Branch/Month** ($ in thousands) **Source: SNL Securities. July 2006 deposit balances divided by months opened for bricks and mortar branches opened from July 2005 July 2006. Excludes branches with more than $25MM in deposits, branches with zero deposits, branches open less than 30 days and branches without disclosed open dates. $1,493 $1,267 $1,111 $989 $807 WB BAC JPM WFC WM *De novos opened at least 6 months. |
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7 - 5219, Lehman Brothers Financial Services Conference 38% 54% 76% 25% 43% 130% General Bank: Strong track record of leveraging acquisitions Merger 1 yr post-merger 3.5 yrs post-merger Legacy Wachovia as a % of Legacy FTU Branches at Merger Merger 1 yr post-merger 3.5 yrs post-merger Legacy Wachovia as a % of Legacy FTU Branches at Merger 61% 77% 195% .75 years post-merger 1 yr post-merger 2.5 yrs post-merger South Trust as a % of WB Branches at Merger Merger 1 yr post-merger 2.5 yrs post-merger South Trust as a % of WB Branches at Merger 22% 45% 83% Deposit Production Loan Production |
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8 - 5219, Lehman Brothers Financial Services Conference $110 $141 $153 $166 $202 $233 $295 2001 2002 2003 2004 2005 2006 1H07 General Bank: Strong track record of sales growth 579 555 535 560 413 92 1 Million 2002 2003 2004 2005 2006 2007 Net new retail checking accounts** (in thousands except goal) 1H07 total of 579,000 outpaced previous full year results *See Appendix for calculations. As reported in 2006 Annual Report on Form 10K
See Appendix for Combined Core Deposit Growth Table. **Net new checking accounts reflect active open transaction accounts and excludes money market and CAP accounts. Core
Deposits* ($ in billions) Goal: |
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9 - 5219, Lehman Brothers Financial Services Conference General Bank: Beginning to leverage the Golden West acquisition 8,615 3,816 13,739 26,253 36,094 46,752 54,281 2006 Jan '07 Feb '07 Mar '07 Apr '07 May '07 Jun '07 World Savings branches checking account sales (California
Only)
(2007 Cumulative Sales) Escrows on new mortgage originations $250MM as of 8/31 Growing at approximately $30 million per month Launch of new COSI index ensures our ability to price CDs competitively for legacy World Savings customers COSI Index = average cost for all CDs at Wachovia & World Savings |
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10 - 5219, Lehman Brothers Financial Services Conference 64% 58% 56% 55% 52% 50% 45% 2000 2001 2002 2003 2004 2005 2006 1H07 General Bank: Strong track record of disciplined expense control Improved efficiency ratio 2,000 bps while dramatically expanding the business De novo branches in high growth markets Western expansion Retail credit (credit card, mortgage, auto) Small Business Customer facing systems and service improvements Cash overhead efficiency ratio calculated as total noninterest expense as reported on a
segment basis (which excludes merger-related and restructuring expense)
divided by the sum of net interest income, including the tax-equivalent adjustment, and fee and other income as reported on a segment basis. Cash OER: Best in Class Efficiency and Service 44% |
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11 - 5219, Lehman Brothers Financial Services Conference Wachovia Mortgage: Well positioned to benefit from changing industry landscape 5 of top 40 mortgage lenders out of business* Represents more than 9% of 2006 production Fewer product options available Approximately half of products previously offered by peers no longer available Portfolio lenders have liquidity and excess capacity Non-portfolio lenders face wholesale funding constraints Current trends favorable for Pick-a-Payment products Spreads have widened Pre-payment speeds slowing Interest rate outlook is favorable to adjustable rate products Sale of Pick-a-Payment products in legacy Wachovia franchise accelerating; originations expected to exceed $1 billion in 2007 *As of September 6, 2007. Top 40 mortgage lenders based on 2006 mortgage production.
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12 - 5219, Lehman Brothers Financial Services Conference Wachovias Option ARM is superior for customers, profitability and credit quality More volatile indices and interest rate resets introduce shock at recast Slower-moving COSI index and 7.5% maximum yearly payment increase minimizes payment change Payment Shock: 3 party broker Fully in-house Where Underwritten: Largely 3 party broker originated Multi-channel Origination Channels: Originate for sale Portfolio lender Lending Model: Historically higher, PMI inconsistently required 70% Average Loan to Value: Spreads locked in at origination; tied to our own CD rates Compliant Wachovia in-house appraiser Underwritten to fully indexed rate, always collateral based Wachovias Pick-a-Payment Loans funded by higher-cost shorter duration wholesale funding Often required significant modification to achieve compliance Automated model or outsourced to market appraiser Historically underwritten to teaser rate, FICO score based Competitors Option ARM Appraisal Process: Type of Underwriting: Profitability: Regulatory Perspective rd rd |
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13 - 5219, Lehman Brothers Financial Services Conference World Savings credit trends over a cycle: NPAs rise but loss content low 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 Peak Delinquency Ratio 90+ Days 2/94: 1.61% Peak Losses as a % of Loans (8/93) = 20 bps Peak Real Estate Owned Balances 1/97: $119MM % of Loans $ Balances in Millions 90+ Day Delinquency Ratio REO Losses ($) REO Inventory at Month End As of June 2007 90+ Day Delinquency Ratio of 0.90% REO Inventory of 301 properties with a value of $74.0 million - YTD REO losses of $3.0 million at an average severity of 7.2% $140 $120 $100 $80 $60 $40 $20 $0 0.00% 0.20% 0.40% 0.60% 0.80% 1.00% 1.20% 1.40% 1.60% 1.80% |
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14 - 5219, Lehman Brothers Financial Services Conference Wachovia Mortgage: Portfolio well-positioned for declining housing values Outside financial services advisory firm recently analyzed the strengths and vulnerabilities of the Pick-a-Payment portfolio in adverse housing markets Confirmed that legacy GDW processes were being consistently applied and followed in Product design and marketing Appraisals Underwriting Customer retention Collection and foreclosure Real estate disposition Used base case for declining house prices from Moodys Economy.com of 5.5% in 2007 and 6.5% in 2008 Expected losses in 2008 less than 10 bps; credit costs more than offset by benefit of lower prepayments |
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15 - 5219, Lehman Brothers Financial Services Conference Wachovia Securities: Retail Brokerage A leading franchise with outstanding performance Solid execution on revenue initiatives Excellent expense control Top-tier profitability Strong synergies with retail and investment banking businesses Well positioned to leverage A.G. Edwards acquisition |
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16 - 5219, Lehman Brothers Financial Services Conference 31% 51% 60% 2Q01 2Q04 2Q07 11% 12% 26% 2Q01 2Q04 2Q07 $249 $619 $796 2Q01 2Q04 2Q07 Total Broker Client Assets ($ in billions) Wachovia Securities: Strong track record of consistent focus on key strategies $423 $514 $686 2Q01 2Q04 2Q07 Annualized Revenue per Series 7 Reg Rep ($ in thousands) Recurring Revenue as a % of Total Revenue Pre-Tax Margin* *Pre-Tax Margin excluding merger-related and restructuring expense.
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17 - 5219, Lehman Brothers Financial Services Conference $0.9 $1.3 $2.1 $2.0 $1.9 $2.7 $3.9 $4.9 2004 2005 2006 TTM* Wachovia Securities: Strong track record of leveraging cross-enterprise opportunities CMG Deposit and Loan Production ($ in millions) CMG/CIB Cross-Business Partnership Revenues ($ in millions) $307 $326 $388 $449 $395 2003 2004 2005 2006 1H07 Deposits 38% CAGR Loans 46% CAGR Deposits Loans *TTM = Trailing Twelve Months through 6/30/07. |
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18 - 5219, Lehman Brothers Financial Services Conference 12% 19% A.G. Edwards WB Securities 16% 26% A.G. Edwards WB Securities Wachovia Securities: Extraordinary Opportunity to leverage AGE acquisition Annualized Revenue/Series 7 Registered Rep** ($ in thousands) Fee Based Assets/Client Assets Client Assets*/Series 7 Reg. Rep. ($ in millions) Pre-Tax Margin*** $509 $686 A.G. Edwards WB Securities $60 $81 A.G. Edwards WB Securities A.G. Edwards data as of 5/28/07 while WB Securities as of 6/30/07. *Client assets excluding CCG (clearing assets). **Last reported quarters annualized revenues divided by average Series 7 registered
representatives. ***Wachovias Retail Brokerage pre-tax margin
excludes merger-related and restructuring expenses. |
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19 - 5219, Lehman Brothers Financial Services Conference Corporate and Investment Bank Proven ability to grow organically Sound risk management practices Important businesses will likely remain subdued Well positioned strategically for an environment where capital, liquidity and good risk management have enhanced value |
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20 - 5219, Lehman Brothers Financial Services Conference 7% 13% 34% 29% 21% 25% 29% 2001 2002 2003 2004 2005 2006 1H07 Return on Capital* ($ in
millions) *Risk adjusted return on
capital. $292 $567 $1,671 $1,719 $1,183 $979 $1,982 2001 2002 2003 2004 2005 2006 1H07 Earnings ($ in
millions) Corporate and Investment Bank: Ongoing, disciplined growth |
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21 - 5219, Lehman Brothers Financial Services Conference Source: Dealogic data as of June 30, 2007. Includes DCM, ECM, M&A, LS (DCM Includes
ABS/MBS). Cumulative Fee Based U.S. Market Share Growth 2001-2Q07 2.1% 1.6% 1.0% 0.8% 0.5% 0.4% (0.4%) (0.6%) (1.3%) (1.6%) (2.8%) (3.5%) Corporate and Investment Bank: Strong track record of gaining market share |
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22 - 5219, Lehman Brothers Financial Services Conference Corporate and Investment
Bank: Focused on proactively managing risk Modest leveraged loan and high yield bond bridge positions Began dialing back leveraged loan exposure in 1Q07 > In 2006, lead book runner on 5 of Top 10 deals; YTD 2007, book runner on no Top 10
deals Strategic and financial sponsor pipeline > $10.9 billion commitments Less than 20% of all commitments are bond bridges > Diversified pipeline with high credit quality Minimal bridge equity exposure Not a prime broker; little hedge fund exposure Historically not a major participant in subprime mortgage fixed income market Exited HomEq and Equibanc; Vertice ceased subprime originations in 1Q06 CDO/CLO and other structured product warehouses at manageable levels Warehouses reduced substantially from 2Q07 levels WB participated in only 4 of 185 mezzanine ABS CDO deals |
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23 - 5219, Lehman Brothers Financial Services Conference Strong risk culture, expense control and capital management discipline Superior credit performance resulting from low risk business model Solid efficiency improvements despite ongoing investments for growth Well positioned with excess capital |
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24 - 5219, Lehman Brothers Financial Services Conference Period-end balance sheet as of 6/30/2007. Net charge-offs are 2Q07 charge-offs
as a % of respective loan portfolio, annualized. Low risk business
model drives low loss-content loan portfolio Total Loan Portfolio 89% Secured/Guaranteed Consumer Mortgage Other Consumer Real Estate Secured Student Auto, Other Secured Commercial, Financial & Agricultural Commercial Real Estate Commercial Leasing Commercial Foreign $254 billion consumer loan portfolio 96% secured (additional 3% guaranteed) 87% secured by Real Estate > 87% secured by a first lien > 70% average loan-to-value > 699 average FICO score Net charge-offs: 0.19% $175 billion commercial loan portfolio 76% secured No industry > 5% (3-digit SIC) $1.7 million average size Net charge-offs: 0.07% 38% 5% 3% 9% 24% 6% 13% 2% |
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26 - 5219, Lehman Brothers Financial Services Conference 0.14% WB 0.14% BAC 0.81% JPM 0.85% WFC 0.87% C 1.14% Net Charge-off Ratio 0.99% Low risk business model provides flexibility 0.37% 0.70% 2001 2Q07 Wachovia Median: Top 20 U.S. Banks 0.60% 1.04% 0.48% NPA/Loans Ratio 1.05% 2001 2Q07 Source: Company reports. BAC 0.32% WB 0.48% JPM 0.57% WFC 0.79% C 0.89% 25.8x 4.96x 5.82x 10.0x 2Q07 2001 WB 25.8x JPM 8.0x BAC 7.3x WFC 5.8x C 5.8x PTPP Earnings*/ Charge-offs *Pre-tax, pre-provision earnings. |
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27 - 5219, Lehman Brothers Financial Services Conference $12 $16 $20 $24 $28 $32 $36 $40 $44 4Q01 2Q02 4Q02 2Q03 4Q03 2Q04 4Q04 2Q05 4Q05 2Q06 4Q06 2Q07 Economic Tangible Tier 1 Low risk business model produces significant capital cushion Tangible common equity vs. economic capital ($ in billions) -$1.9B $7.4B |
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28 - 5219, Lehman Brothers Financial Services Conference 0.35 0.64 0.56 0.26 0.51 0.46 0.72 0.88 1.23 1.21 1.11 0.99 $0.24 $0.36 $0.48 $0.60 4Q01 4Q02 4Q03 4Q04 4Q05 4Q06 $0.58 $0.78 $0.98 $1.18 $1.38 Dividends EPS* Strong growth in EPS and focus on low risk model has permitted strong dividend growth EPS CAGR* Dividends CAGR Since 4Q01 15% 19% *Represents net income available to common shareholders excluding after-tax
merger-related and restructuring expenses; compound growth figures exclude
merger-related and restructuring expenses of $20 million ($0.01) in 2Q07 and $63 million ($0.04) in 4Q01. $ |
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29 - 5219, Lehman Brothers Financial Services Conference Priorities for excess capital usage Reinvestment in the business Western expansion Retail credit products International expansion for select product sets and distribution channels Dividend payouts Target cash dividend payout ratio* of 40 - 50% Increased dividend 14% in August 2007 Share buybacks *Represents net income available to common shareholders before merger-related
and restructuring expenses, intangible amortization, and preferred dividends.
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30 - 5219, Lehman Brothers Financial Services Conference Appendix |
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31 - 5219, Lehman Brothers Financial Services Conference General Bank: Strong track record of sales growth *For comparative and illustrative purposes. Average core deposits include additions of ($
billions): legacy Wachovia in 2001: $14 billion; legacy SouthTrust in 2001:
$22.0; 2002: $23.9; 2003: $25.6; 2004: $23.0; legacy Golden West in 2001: $35.4; 2002: $40.9; 2003: $46.7; 2004: $52.9; 2005: $60.1; 2006:
$45.1. $181 $206 $225 $242 $262 $278 $295 2001 2002 2003 2004 2005 2006 1H07 Combined Core Deposits* ($ billions) |
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32 - 5219, Lehman Brothers Financial Services Conference Consumer real estate portfolio Consumer real estate loans with FICO score < 620 and LTV > 80% total only $1.1 billion As of 6/30/2007. Consumer Real Estate Portfolio - On-Balance Sheet (Net of Unearned Income) Loan Average Average % of Loans (dollars in millions) Balances FICO LTV (1) LTV > 90% Home equity loans and lines First lien $ 28,445 729 71% 13% Second lien 29,284 725 75% 14% Total home equity loans and lines 57,729 727 73% 14% Mortgage loans 162,564 689 70% 2% Total consumer real estate portolio 220,293 699 70% 5% Nonaccrual loans Total first lien 1,289 648 76% 4% Total second lien 47 682 82% 27% Total consumer real estate nonaccrual loans $ 1,336 649 76% 5% (1) Second lien LTVs reflect the total borrowings, including first lien positions held by third
parties. |
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33 - 5219, Lehman Brothers Financial Services Conference $46 million in profit from deferred interest since 3Q05 $335K in losses Currently 1.9% of portfolio For every $1.2B of growth, LTV increases by an estimated 1% Average LTV of deferred interest portfolio is 72% Deferred interest: Incremental asset growth with low loss content ($ in millions) 0 2 4 6 8 10 12 14 3Q05 4Q05 1Q06 2Q06 3Q06 4Q06 1Q07 2Q07 Losses on Deferred Interest NII on Deferred Interest $13 million in 2Q07 $0.2 million in 2Q07 |
The banks behind the biggest buyouts 4.9 CDW 23.6 Clear Channel $37.4 TXU 2.4 APN News and Media 3.2 Kerzner International 3.2 Station Casinos 3.6 Trizec Canada 3.7 Ceridian 4.0 United Rentals 4.0 Advanced Semiconductor 4.1 Affiliated Computer 4.2 CarrAmerica Realty 4.4 Alliance Data Systems 4.5 ServiceMaster $2 billion to $5 billion 5.1 Intelsat 7.3 CSC Holdings 7.3 Corus Group 9.0 Harrahs Entertainment 9.2 Cablevision $5 billion to $10 billion 12.0 Chrysler 15.9 BCE 16.0 First Data 16.5 Sallie Mae 17.1 Archstone-Smith 17.8 Alliance Boots $10 billion to $20 billion 21.0 Hilton Hotels 23.2 Alltel $20 billion to $30 billion Deals over $30 billion Page 34 - 5219, Lehman Brothers Financial Services Conference Major Lenders Deal Value* Being Acquired Current leveraged buyout deals over $2 billion Source: New York Times 9/4/2007. *Excludes debt. |
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35 - 5219, Lehman Brothers Financial Services Conference Cautionary statement This investor presentation 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 regarding certain of Wachovias 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 Wachovias credit quality trends, (ii) statements relating to the benefits of the proposed merger between Wachovia and A.G.
Edwards, Inc. (the A.G. Edwards Merger), including future financial and operating results, cost savings, enhanced revenues and the accretion/dilution to reported earnings that may be realized from the A.G. Edwards Merger, (iii) statements relating to the benefits of the merger between Wachovia and Golden West Financial Corporation completed on October 1, 2006 (the Golden West Merger), including future financial and operating
results, cost savings, enhanced revenues and the accretion/dilution to reported earnings that may be realized from the Golden West Merger, 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 forward-looking statements are based on the current beliefs and expectations of Wachovias
management and are subject to significant risks and uncertainties that are subject to change based on various factors (many of which are beyond Wachovias
control). Actual results may differ from those set forth in the forward- looking statements. The following factors, among others, could cause Wachovias financial performance to differ materially from that expressed in such forward-looking statements: (1) the risk that the businesses of Wachovia and/or A.G. Edwards in connection with the A.G. Edwards Merger or the businesses of Wachovia and/or Golden West in connection with the Golden West Merger will not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; (2) the risk that expected revenue synergies and cost savings from the A.G. Edwards Merger or the Golden West Merger may not be fully realized or realized within the expected time frame;
(3) the risk that revenues following the A.G. Edwards Merger or the
Golden West Merger may be lower than expected; (4) deposit attrition, operating costs, customer loss and business disruption following the A.G. Edwards Merger or the Golden West Merger, including, without limitation, difficulties in
maintaining relationships with employees, may be greater than expected; (5)
the inability to obtain governmental approvals of the A.G. Edwards Merger on the proposed terms and schedule; (6) the failure of A.G. Edwards shareholders to approve the A.G. Edwards Merger; (7) the risk that the strength of the United States economy in general and the strength of the local economies in which Wachovia and/or A.G. Edwards 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 Wachovias loan portfolio and allowance for loan losses; (8) 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; (9) potential or actual litigation; (10) inflation, interest rate, market and monetary fluctuations; (11) 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 Wachovias and
A.G. Edwards brokerage and capital markets activities; (12)
unanticipated regulatory or judicial proceedings or rulings; (13) the impact of changes in accounting principles; (14) adverse changes in financial performance and/or condition of
Wachovias borrowers which could impact repayment of such borrowers outstanding loans; and (15) the impact on Wachovias and/or A.G. Edwards businesses, as well as on the risks set forth above, of various domestic or international military or terrorist activities or conflicts.
Wachovia cautions that the foregoing list of factors is not exclusive. All subsequent written and oral forward looking statements concerning Wachovia, the A.G. Edwards Merger or the Golden West Merger 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. |
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36 - 5219, Lehman Brothers Financial Services Conference Additional information The proposed A.G. Edwards Merger will be submitted to A.G. Edwards shareholders for their consideration. A.G. Edwards shareholders are urged to read the definitive proxy statement/prospectus regarding the proposed A.G. Edwards
Merger, as well as any other relevant documents concerning the proposed A.G.
Edwards Merger filed with the SEC (and any amendments or supplements to those documents), because they contain important information. You may obtain a free copy of the definitive proxy statement/prospectus, as well as
other filings containing information about Wachovia and A.G. Edwards, at the
SECs website (http://www.sec.gov) and at the companies respective websites, www.wachovia.com and www.agedwards.com. Copies of the definitive proxy statement/prospectus and the SEC filings incorporated by
reference in the definitive proxy statement/prospectus can also be obtained,
free of charge, by directing a request to Wachovia Corporation, Investor Relations, One Wachovia Center, 301 South College Street, Charlotte, NC 28288-0206, (704)-383-0798; or to A.G. Edwards, Inc., Investor Relations,
One North Jefferson Avenue, St. Louis, MO 63103, (314) 955-3000. |