Wachovia

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Wachovia Corporation
Type	Public (NYSE: WB)
Founded	1908[1]
Headquarters	Charlotte, North Carolina
Key people	Lanty Smith, Chairman/Interim CEO
Industry	Finance and Insurance
Products	Financial Services
Revenue	▲US$55.5 billion (2007)[2]
Net income	▼US$$6.3 billion (2007)[3]
Employees	122,000[1]
Website	wachovia.com

Wachovia Corporation (NYSE: WB), based in Charlotte, North Carolina, is the fourth largest banking chain in the United States based on total assets.^[4] Wachovia is a diversified financial services company that provides a broad range of banking, asset management, wealth management, and corporate and investment banking products and services. It is one of the largest providers of financial services in the United States, operating financial centers in 21 states and Washington, D.C., with locations from Connecticut to Florida and west to California.^[1] It also serves retail brokerage clients under the name Wachovia Securities nationwide as well as in six Latin American countries, and investment banking clients in selected industries nationwide. Wachovia provides global services through more than 40 offices around the world.

Contents 1 Corporate information 1.1 Origin of corporate name 2 Corporate history 2.1 Wachovia National Bank 2.2 First Union 2.3 CoreStates Financial purchase 2.4 The Money Store 2.5 Merger of First Union and Wachovia 3 Acquisitions since 2001 3.1 Prudential Securities 3.2 Metropolitan West Securities 3.3 SouthTrust 3.4 Westcorp 3.5 Golden West Financial 3.6 A.G. Edwards 4 Wachovia today 4.1 Controversies 5 References 6 External links 6.1 Links to acquired companies

[edit] Corporate information

Wachovia is divided into four divisions: General Bank, Wealth Management, Capital Management, and Corporate and Investment Banking.

The general bank services retail, small business and commercial customers. The bank is number two by national deposit market share. Wealth management serves the high net worth, personal trust, and insurance business. Wachovia is the fourth largest wealth manager in the United States. Capital management provides asset management, retirement, and retail brokerage services. Wachovia is currently the third largest full service retail brokerage house. The corporate and investment bank is a fully integrated capital raising, market making, and financial advisory services bank.

[edit] Origin of corporate name

Main article: Wachovia, North Carolina

Wachovia, pronounced wah-KO-vee-yah, has its origins in the Latin form of the Austrian name Wachau.^[1] When Moravian settlers arrived in Bethabara, North Carolina, in 1753, they gave this name to the land they acquired, because it resembled the Wachau valley along the Danube River.^[1] The area formerly known as Wachovia now makes up most of Forsyth County, and the largest city is now Winston-Salem.

[edit] Corporate history

Today's Wachovia Corporation was originally created by the merger of the legacy Wachovia Corporation and First Union Corporation. While the transaction was billed as a merger of equals, the transaction was actually a purchase of the legacy Wachovia by Charlotte-based First Union. First Union then took the Wachovia name.

[edit] Wachovia National Bank

Legacy Wachovia Corporation traced its history to 1879, when it was established as the Wachovia National Bank in Winston-Salem, North Carolina. The bank merged with Wachovia Loan and Trust (founded 1893) in 1911 and remained located in Winston-Salem. On December 12, 1986, Wachovia purchased First Atlanta. Founded as Atlanta National Bank on September 14, 1865, and later renamed to First National Bank of Atlanta, this institution was the oldest national bank in Atlanta. This purchase made legacy Wachovia one of the few companies with dual headquarters: one in Winston-Salem and one in Atlanta. In 1998, legacy Wachovia acquired two Virginia-based banks, Jefferson National Bank and Central Fidelity Bank. In 1997, Wachovia acquired both 1st United Bancorp and American Bankshares Inc, giving its first entry into Florida. In 2000, legacy Wachovia made its final purchase, which was Republic Security Bank.

[edit] First Union

First Union Corporation had its beginning as Union National Bank on June 2, 1908. The bank merged with First National Bank and Trust Company of Asheville in 1958 to become the First Union National Bank of North Carolina.^[5] Over subsequent decades, but particularly during the 1990s, First Union purchased over 80 other banks before purchasing Wachovia. The company traces its history to 1781, when the first bank in the United States was chartered as Bank of North America.^[5] Wachovia continues to run a branch in Philadelphia that has operated since its inception in 1781, making it the longest continuously operated branch in America.

[edit] CoreStates Financial purchase

CoreStates Financial Corporation, headquartered in Philadelphia, was acquired by First Union in April 1998. At the time, this was the largest merger in US banking history.

This acquisition was burdened with many problems. Many of these problems arose when First Union attempted to rapidly integrate CoreStates' systems into First Union's. CoreStates tellers did not receive sufficient training with the new systems and First Union and CoreStates' systems were unable to communicate with each other. This led to such problems as account access issues and payments not being correctly applied to loans.

[edit] The Money Store

On June 30, 1998, First Union paid $2.1 billion for The Money Store. Two years later, it closed the unit, writing off $1.7 billion.^[6]

[edit] Merger of First Union and Wachovia

On April 16, 2001, Charlotte based First Union Corporation announced it would merge with Winston-Salem based Wachovia Corporation. This was viewed with great surprise by the financial press and security analysts. While Wachovia had been viewed as an acquisition candidate after running into problems with earnings and credit quality in 2000, the suitor shocked analysts as many speculated that Wachovia would be sold to SunTrust.

As an important part of the deal, First Union would shed its name and assumed the Wachovia identity and stock ticker. Analysts said this move was most likely to help First Union acquire a new identity, as Wachovia's reputation was far better with consumers than First Union. At the same time, Wachovia's name and corporate identity would survive.

The deal was met with criticism and doubt by several groups. Analysts were concerned of First Union's ability to merge with another large company because of the CoreStates deal. Citizens and politicians of Winston-Salem suffered from a hurt of their civic pride because the city would lose Wachovia's corporate headquarters to Charlotte, partly because Winston-Salem is a much smaller city than Charlotte. The city of Winston-Salem was concerned both by job losses by the move and the loss of stature from losing a corporation. First Union was alarmed by the potential deposit attrition and customer loss in the city.^[7] First Union responded to these concerns by placing the wealth management and Carolinas-region headquarters in Winston-Salem.

On May 14, 2001, Atlanta-based SunTrust announced a rival takeover bid for Wachovia, the first hostile takeover attempt in the banking sector in many years. In its effort to make the deal appeal to investors, SunTrust argued that it would provide a smoother transition than First Union and offered a higher cash price for Wachovia stock than First Union.

Wachovia's board of directors rejected SunTrust's offer and pledged to continue its merger with First Union. SunTrust continued its hostile takeover attempt, and a bitter battle between SunTrust and First Union took place over the summer. Both banks increased their offers for Wachovia, took out newspaper ads, mailed letters to shareholders, and initiated court battles to challenge each other's takeover bids.

On August 3, 2001, Wachovia shareholders approved the First Union deal. They rejected SunTrust's attempts to elect a new board of directors for Wachovia, and thus, ended SunTrust's hostile takeover attempt.

Another problem concerned each bank's credit card division. In April 2001, Wachovia agreed to sell its $8 billion credit card portfolio to Bank One. The cards, which would have still been branded as Wachovia, would have been issued through Bank One's First USA division. First Union had sold its credit card portfolio to MBNA in August 2000. After entering into negotiations, the new Wachovia agreed to buy back its portfolio from Bank One in September 2001 and resell it to MBNA. Wachovia paid Bank One a $350 million termination fee.

On September 4, 2001, First Union and Wachovia officially merged to form the new Wachovia Corporation. In order to prevent a repeat of the CoreStates fiasco, the new Wachovia took a deliberately long period of time to combine the banking operations of the new company. Over a period of several years, legacy Wachovia computer systems were converted to First Union systems. The company first began converting systems in the southeast United States (where both banks had branches) before moving to the Northeast, where First Union branches only had to change their signs to reflect the new company name and logo. This process officially ended on August 18, 2003, almost 2 years after the merger took place.^[8]

In comparison to the CoreStates purchase, the merger of First Union and Wachovia has been a success. The company's slow strategy to combine seems to have prevented large customer attrition rates. In fact, every year since the merger, Wachovia has been ranked number one in customer satisfaction among major banks by the University of Michigan's annual American Customer Satisfaction Index.^[9] In addition, the company's stock price has remained strong, and provided a good return to legacy Wachovia shareholders, in contrast to SunTrust's claims during the takeover attempt.

When Wachovia and First Union merged, the multiple skyscrapers with First Union's name came under Wachovia's name. Charlotte, North Carolina's One, Two, Three, and Four First Union buildings became One, Two, Three, and Four, Wachovia Center (respectively), and the 55-story First Union Financial Center in downtown Miami became the Wachovia Financial Center. The merger also affected the names of the indoor professional sports arenas in Philadelphia and Wilkes-Barre, Pennsylvania. Formerly known as the First Union Center and the First Union Spectrum (both Philadelphia) and First Union Arena (Wilkes-Barre), they are now known as the Wachovia Center, Wachovia Spectrum, and Wachovia Arena at Casey Plaza.

[edit] Acquisitions since 2001

[edit] Prudential Securities

Wachovia Securities and the Prudential Securities Division of Prudential Financial, Inc. combined to form Wachovia Securities LLC on July 1, 2003. Wachovia owns 62% of this entity, while Prudential Financial owns 38%.^[10] At the time, the new firm had client assets of $532.1 billion, making it the nation's third largest full service retail brokerage firm based on assets.^[10]

[edit] Metropolitan West Securities

On October 22, 2003, Wachovia announced it would acquire Metropolitan West Securities, an affiliate company of Metropolitan West Financial.^[11] This acquisition added a portfolio of over $50 billion of securities on loan to the Wachovia Global Securities Lending division.

[edit] SouthTrust

On November 1, 2004, Wachovia completed the acquisition of Birmingham, Alabama-based banking competitor SouthTrust Corporation, a transaction valued at $14.3 billion. The merger created the largest bank in the southeast United States, and the fourth largest bank in terms of holdings, and the second largest in terms of number of branches. Integration was completed by the end of 2005.^[12]

[edit] Westcorp

Westcorp, Western Financial Bank's parent company, WFS Financial Inc. and Wachovia announced a proposed acquisition by Wachovia in September 2005. Westcorp and WFS Financial Inc. shareholders approved the acquisition on Jan. 6, 2006 and on March 1, 2006, the merger was complete. This acquisition made Wachovia the ninth largest auto finance lender in the competitive U.S. auto finance market and provided Wachovia with a small retail and commercial banking presence in southern California.^[13] On February 12th, 2007, the former 19 Western Financial Bank branches opened under the Wachovia name. These branches became the launching point for a much larger Wachovia presence in California with the acquisition and integration of World Savings Bank in 2007.

[edit] Golden West Financial

Wachovia agreed to purchase Golden West Financial for a little under $25.5 billion on May 7, 2006.^[14][15] This acquisition gave Wachovia an additional 285-branch network spanning 10 states. Wachovia greatly raised its profile in California, where Golden West held $32 billion in deposits and operated 123 branches.^[14]

Golden West, which operated branches under the name World Savings Bank, was the second largest savings and loan in the United States. The business was a small savings and loan in the San Francisco Bay area when it was purchased in 1963 for $4 million by Herbert and Marion Sandler. By the time Wachovia announced its acquisition, Golden West had over $125 billion in assets and 11,600 employees. The Sandlers agreed to remain on the board at Wachovia.^[14] In 2006, Golden West Financial was named the "Most Admired Company" in the mortgage services business by Fortune magazine.^[16]

By October 2, 2006 Wachovia had completed the acquisition of Golden West Financial Corporation. The integration process is scheduled to be completed mid-2008.^[17]

[edit] A.G. Edwards

On May 31, 2007, Wachovia announced plans to purchase A. G. Edwards for $6.8 billion to create the United States' second largest retail brokerage firm.^[18] The acquisition closed on October 1, 2007. In early March 2008 Wachovia began to phase out the AG Edwards brand in favor of a unified Wachovia Securities.

[edit] Wachovia today

Wachovia is currently ranked number 46 on the Fortune 500 list for 2007,^[19] with $46.8 billion in revenue, and is the fourth largest bank holding company in the United States, with banking centers in 15 east coast states and Washington, D.C. Wachovia provides brokerage services through a subsidiary, Wachovia Securities. Wachovia also has an asset management division, operating as Evergreen Investments in the United States and as Wachovia Global Asset Management abroad.

In 2005, Wachovia was among 53 entities that contributed the maximum of $250,000 to the second inauguration of President George W. Bush.^{[20] [21] [22]}

In June of 2005, Wachovia negotiated to purchase monoline credit card company MBNA. However, the deal fell through when Wachovia balked at MBNA's purchase price. Within a week of the deal's collapse, MBNA entered into an agreement to be purchased by Wachovia's chief rival, Bank of America. Wachovia received $100 million out of this deal, the result of an agreement Wachovia predecessor First Union made in 2000 when it sold its credit card portfolio to MBNA. This agreement required MBNA to pay this sum if it were ever sold to Bank of America. In late 2005 Wachovia announced that it would end its relationship with MBNA and start up its own credit card division so that the bank could issue its own Visa cards.

In the first quarter of 2007, Wachovia reported $2.3 billion in earnings, including acquisitions and divestitures.^[23]

[edit] Controversies

A New York Times article titled "Corporate Profits, From Data Sold to Thieves"^[24] published on May 20, 2007 described Wachovia's negligence in screening on taking action against companies connected to identity theft. These companies used stolen identities to remove funds from personal Wachovia bank accounts via unsigned checks.

The article goes on to say "In all, Wachovia accepted $142 million of unsigned checks from companies that made unauthorized withdrawals from thousands of accounts, federal prosecutors say. Wachovia collected millions of dollars in fees from those companies, even as it failed to act on warnings, according to records." Furthermore, the article adds "In a lawsuit filed last year, the United States attorney in Philadelphia said Wachovia received thousands of warnings that it was processing fraudulent checks, but ignored them."

On April 25, 2008, Wachovia agreed to pay up to $144 million to end the investigation without admitting wrongdoing.^[25] The investigation found that Wachovia had failed to conduct suitable due diligence, and that it would have discovered the thefts if it had followed normal procedures. The penalty is one of the largest ever demanded by the Office of the Comptroller of the Currency.

On June 02, 2008, Wachovia Corp. chief executive Ken Thompson was pushed out Monday as head of the nation's fourth-largest bank, becoming the latest financial services executive to be ousted amid turmoil in the U.S. housing market. ^[26] The board of the Charlotte-based bank said it asked Thompson, 58, to retire and replaced him on an interim basis with Chairman Lanty Smith. Smith had already replaced Thompson as chairman last month in a move the bank said "strengthens independent leadership" at the company.

[edit] References

[edit] External links

• Wachovia Corporate Website
• Wachovia Securities Website
• Yahoo! - Wachovia Corporation Company Profile

[edit] Links to acquired companies

• CoreStates
• First Union
• Golden West
• SouthTrust
• Westcorp
• Western Financial Bank
• World Savings

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