Investment Banking

Wachovia Securities Databook

Corporate & Investment Banking Product Expertise

| Wachovia Securities Corporate & Investment Banking3

Proactively Delivering Ideas and Capital at Every Stage of a Client’s Life Cycle

• IPOs and Follow-On Offerings

• Block Trades• Convertibles• Research• Access to

Institutional Investors

• Share Repurchase Programs

• Principal Investments

• Equity Private Placements

• Agented Transactions

• Access to Private Equity and Venture Capital Communities

Financial Sponsors Group

Corporate Finance

• Sellside and Buyside Advisory

• Strategic Advisory

• Takeover Defense

• Fairness Opinions

• High Yield• Investment

Grade• Loan

Syndications• Bank Debt• Debt Private

Placements• Asset-Based

Lending

• Derivatives• Currency

Products• Securitization• Leasing

Consistent Corporate & Investment Banking Coverage

Private Equity Groups Growing Companies

Private Equity Public EquityMergers &

Acquisitions Debt ProductsStructured Products


• The chart below and descriptions on the following pages detail some of the core Corporate & Investment Banking products, which allow Wachovia to provide comprehensive solutions to its clients.


Equity Capital Markets Expertise

• Research– Team of 40 Senior Analysts covering

approximately 500 companies in 10 industry sectors

• Unique research philosophy– Franchise approach to coverage vs. “II”

model– 60% of stocks with market cap less than

$3B– 28% of S&P 500 covered

• Trading– Over $250 million in capital for client

liquidity– 2003 OTC volumes up 68% from 2000– 2003 Listed volumes up 180% from 2000

• Institutional Sales– 50 senior salespeople with an average of 15

years experience– U.S. and European coverage of over 600 key

institutional investors – Extensive IPO, follow-on, and block trade

experience with traditional and expedited transactions

• Ranked 10th in equity underwriting YTD 2004

• Completed 53 deals YTD 2004 raising over $1.5 billion in capital

• Retail Distribution– The Wachovia and Prudential

combined retail brokerage organization became effective July 1, 2003

– Creates 3rd largest retail brokerage firm in the U.S. with over $537 billion in client assets

– Over 12,000 registered reps in 48 states and Washington, D.C.


Market Position


Equity Linked Products Expertise Market Position

• Convertible Securities– Convertible Origination, Sales &

Trading– Dedicated Convertible Research

capabilities; Leading provider of Convertible Securities Research to Institutional clients

– Convertible Arbitrage• Equity Derivatives

– Listed Options and Exchange Traded Fund (ETF) Sales & Trading

– OTC Marketing and Trading– Structured Products, Equity Linked

CDs and Listed Securities• Equity Finance

– Equity and Fixed Income financing capabilities for Corporate and Institutional clients

– Total Return Swaps, Variance Swaps, Credit Default Swaps and other customized structures

• Convertible Securities– Lead and c0-managed 41 offerings LTM 2004,

raising $12.7B– Ranked 9th in Domestic Equity Linked origination– Top ranked trader by Autex Data Services: (1Q)

> #3 in Convertible Coupon Bonds> #3 in Convertible Zero-Coupon Bonds> #4 in Mandatory Convertibles> #7 in Convertible Preferreds

• Equity Derivatives– Rapidly growing top 10 provider of listed option

and ETF sales, trading and research – Leading provider of customized options and

structured equity linked products on US single stocks and equity indices to institutional, corporate and private clients

– Over $5 billion in OTC options transactions in 2003– Over $500 million Market Power CDs issued in

2003• Equity Finance

– Active Stock Lending book in excess of $7 billion– Total Return Swap balances in excess of $3 billion



Preferred Stock Expertise

• Market Leader in Retail Transactions– Top 3 in number of book running

leads in 1H 2004– Participation in 2/3 of all 1H deals– Longstanding sales relationships with

over 600 key institutional investors

• 3rd Largest Retail Brokerage Firms in the Country

– Over $569 billion in assets under management and over 11,600 registered representatives

– Extensive retail distribution with 3,300 offices in 48 states and Washington, D.C.

– Double-digit market share percentage in half of the Top 50 most affluent markets

Source: Bloomberg LP

1H 2004 Preferred League Table Apportioned Credit to Bookrunning Lead Manager

No. of Volume Rank Institution Deals ($ MM)

1 Citigroup 21 $2,364.62 Morgan Stanley 16 2,195.53 Wachovia Securities 14 843.94 Merrill Lynch & Co 12 1,351.85 Lehman Brothers 8 894.86 Bear Stearns & Co Inc 6 421.77 UBS 5 422.18 Friedman Billings Ramsey & Co Inc 4 230.89 AG Edwards & Sons Inc 3 199.510 Goldman Sachs & Co 3 85.011 RBC Capital Markets 3 50.712 Credit Suisse First Boston 2 81.313 ABN Amro Bank NV 1 600.014 Cohen & Steers Capital Advisors LLC 1 118.515 Bank of America 1 35.0



Investment ProfileWachovia Capital Partners Expertise

• Principal investing group of Wachovia Corporation

– Founded in 1988 as First Union Capital Partners

– Invested $2.5 billion in over 200 companies since inception

– Responsible for all direct mezzanine and equity investments as well as third party fund investments

• Significant, flexible capital provider– Current portfolio approximately

$800 million in 60 companies– Targeting $250 to $400 million of

capital invested per year ($10 -$50 million per investment)

• Experienced professionals– 20 investment professionals– Headquartered in Charlotte with an

office in New York City

• Transaction types– Leveraged buyouts– Recapitalizations– Corporate divestitures– Acquisition capital– Growth capital for established

businesses– Special situations

• Flexible role– Control/lead investor– Co-investor– Mezzanine

• Specific industry groups– Business services– Energy– Financial services– Growth industrial– Healthcare– Media and communications



Mergers & Acquisitions Expertise


• Over 40 professionals focused on providing a full array of strategic advisory services to Wachovia’s client base in targeted industry sectors.

– Industry-focused M&A bankers aligned with corporate and financial sponsor coverage officers to add value to priority relationships.

• Strong M&A franchise with proven track record of superior idea generation, transaction execution, and uncompromising integrity.

– Completed over 410 engagements since 1996, involving a broad range of sellside, buyside, hostile takeover, special committee, fairness opinion, and strategic advisory assignments.

– A leading M&A advisor for transactions $100 million to $1 billion+ in size.

• M&A capabilities and deal flow enhanced by resources of one of the largest full-service financial institutions in the United States.

– Strong industry expertise through investment banking with coverage efforts across 10 major sectors.

– Valuable senior level relationships with domestic and international corporate clients.

– Deep knowledge of capital markets through leading institutional presence in loan syndications, high yield, and equity origination and trading.

– Extensive geographic footprint through commercial banking and retail brokerage network.


• Aligning our corporate and investment banking teams by industry enables us to provide critical insights and strategic solutions for our clients’ needs.

ConvertiblConvertiblee

SecuritiesSecurities

PublicPublicEquityEquity

HighHighYield DebtYield Debt

AssetAssetSecuritizatSecuritizat

ionion

LoanLoanSyndicatioSyndicatio

nsns

DerivativesDerivativesCapitalCapital

ManagemeManagementnt

WealthWealthManagemeManageme

ntnt

CashCashManagemeManageme

ntnt

Investment Investment Grade Grade DebtDebt

Asset Asset BasedBased

LendingLending

Mergers &Mergers &AcquisitionAcquisition

ss

PrivatePrivatePlacementsPlacements

Corporate Finance Origination Groups

Financial Institutions

Healthcare

Media & Communications

Real Estate

Technology

Consumer & Retail

Defense & Aerospace

Energy & Power

Industrial Growth

IT & Business Services


Corporate Finance Expertise


• A market leader in equity underwriting, with over 70 transactions completed in the last 10 years.

• Leading mergers and acquisitions advisor with over 84 transactions closed since 1996.

• Over $30 billion of fixed income dollars in the public and private market for our clients since 1995.

• Over $9 billion in credits commitments to the Consumer Products and Retail sectors.

• Industry drivers: Continued consolidation, market expansion and cost minimization.

Sectors of Coverage

• Food & Beverage Manufacturing & Distribution

• Home Furnishings & Household Products

• Restaurants

• Specialty Retailing

• Apparel

Sectors of Coverage

• Food & Beverage Manufacturing & Distribution

• Home Furnishings & Household Products

• Restaurants

• Specialty Retailing

• Apparel

Consumer & Retail

• Leader in defense industry financing and advisory services.• One of the most active mergers and acquisitions advisors for

medium-size growing companies, completing over 33 M&A transactions since 1999.

• Over $1 billion in capital committed to more than 135 defense and aerospace companies worldwide.

• Leader in cross-border M&A advisory.• Industry drivers: Increased defense budgets, turbulent airline

environment, shifts in government procurement policies and cost pressures.

Sectors of Coverage

• Defense

• Aerospace

• Homeland Security & Defense

Sectors of Coverage

• Defense

• Aerospace

• Homeland Security & Defense

Defense & Aerospace


Corporate Finance Expertise (cont’d)


• Significant balance sheet support for clients – more than $8 billion committed to public and private companies.

• Raised more than $5.1 billion in proceeds for public clients through 15 common or preferred equity offerings.

• Demonstrated commitment to the MLP sector by providing more debt capital to MLPs than any other investment bank.

• Over 35 dedicated industry experts located in Houston, Charlotte, New York and Atlanta. Managing Directors average 20 years of experience.

• Industry drivers: Volatile commodity prices and a dynamic regulatory environment.

Sectors of Coverage

• Exploration & Production

• Oilfield Services

• Processing & Gathering

• Transportation & Distribution

• Integrated Gas & Electric Utilities

• Retail Propane Distributors

Sectors of Coverage

• Exploration & Production

• Oilfield Services

• Processing & Gathering

• Transportation & Distribution

• Integrated Gas & Electric Utilities

• Retail Propane Distributors

Energy & Power

• Lead managed deals in equity, converts, high grade debt, and ABS represent a significant percentage of the group’s revenues.

• Significant leverage of Wachovia’s position as 3rd largest retail brokerage platform.

• Significant balance sheet support for clients – more than $11 billion committed to public and private companies.

• Dedicated team of over 30 Corporate Finance and M&A professionals.

• Industry drivers: Consolidation, historically low interest rate environment and heightened regulatory scrutiny.

Sectors of Coverage

• Asset Managers

• Banks & Depository Institutions

• Insurance

• Specialty Finance

Sectors of Coverage

• Asset Managers

• Banks & Depository Institutions

• Insurance

• Specialty Finance

Financial Institutions




• Significant balance sheet support for our clients – more than $4 billion committed to public and private healthcare companies.

• Ranked #3 for number of healthcare domestic lead transactions in 1H 2004. – 16 deals in for a total volume of $3.3 billion.

• Raised more than $2.8 billion in proceeds for clients through 25 common stock offerings, preferred equity offerings and private placements since 1999.

• More than 30 dedicated industry experts located in Charlotte, New York, Baltimore, Boston and Richmond. Managing Directors average 15 years of experience.

• Industry drivers: A rapid level of consolidation and growth as a result of government and private sector efforts to decrease cost and increase access.

Sectors of Coverage

• Biotechnology

• Healthcare Services

• Medical Technology

• Specialty Pharmaceuticals

Sectors of Coverage

• Biotechnology

• Healthcare Services

• Medical Technology

• Specialty Pharmaceuticals

Healthcare

• Dedicated and experienced team: 34 Corporate Finance and M&A professionals.

• Demonstrated Expertise.• Over $14 billion committed capital to sector.• Leading M&A advisor to middle-market Industrial Products

companies.• Industry drivers: Recognition that companies must expand,

modernize or partner with other firms to achieve scale, acquire technological capabilities and develop proprietary, value-added products.

Sectors of Coverage

• Automotive/Transportation

• Building materials

• Capital goods

• Electrical/Electronics

• Chemicals

• Metals and mining

• Forest products/packaging

Sectors of Coverage

• Automotive/Transportation

• Building materials

• Capital goods

• Electrical/Electronics

• Chemicals

• Metals and mining

• Forest products/packaging

Industrial Growth




• Extensive and targeted industry knowledge and relationships.• Over 21 bankers dedicated to the sector – Managing Directors and

Directors average 20 years of experience.• Over $5.0 billion of capital committed to IT & Business Services

companies.• Raised over $6.8 billion in proceeds for clients through 13 equity offerings

since 2002 -- a top 3 underwriter in the IT Services & Consulting sector since 1999.

• Industry drivers: Growth trends should continue as the service industry adopts strategic outsourcing, continues to consolidate and applies/manages new technology.

Sectors of Coverage

• Business Communications Outsourcing

• Business Services

• Electronic Processing

• HR Outsourcing

• IT Services & Consulting

Sectors of Coverage

• Business Communications Outsourcing

• Business Services

• Electronic Processing

• HR Outsourcing

• IT Services & Consulting

IT & Business Services

• Balance Sheet Support – Wachovia has more than $5.2 billion committed to public and private companies in this sector.

• Executed 62 capital markets transactions for 46 clients, raising over $35 billion of capital, in 2003.

• Wachovia is a leading underwriter of both bank capital and high yield debt in the sector.

• Over 50 dedicated industry and product experts focused on the sector -- Managing Directors average over 12 years of sector banking experience.

• Industry drivers: Merger and LBO activity in the sector is heating up, and companies are taking advantage of increased access to the capital markets.

Sectors of Coverage

• TV and Radio Broadcasting

• Publishing

• Cable Content & Distribution

• Diversified Media & Entertainment

• Wireline and Wireless Communications

Sectors of Coverage

• TV and Radio Broadcasting

• Publishing

• Cable Content & Distribution

• Diversified Media & Entertainment

• Wireline and Wireless Communications

Media & Communications




• Experienced banking team with over $18 billion of advisory transaction experience.

• Senior bankers have executed approximately $900 million of private placements within the past 24 months.

• The #3 underwriter of public common equity for REITs in 1H 2004.• The #3 underwriter of investment grade debt for REITs in 1H 2004.• Significant balance sheet support for real estate clients – over 58 corporate

lending relationships to REITs and REOCs.• Industry drivers: The securitization of real estate has fundamentally

changed the way real estate assets and companies are valued and financed.

Sectors of Coverage

• Multifamily

• Office

• Retail

• Industrial

• Net lease/specialty storage

• Health care

• Hospitality

Sectors of Coverage

• Multifamily

• Office

• Retail

• Industrial

• Net lease/specialty storage

• Health care

• Hospitality

Real Estate

• Dedicated technology industry experts located in San Francisco, Baltimore, Charlotte and New York.

• Executed over 90 technology related public equity offerings in excess of $24 billion since 1999.

• Arranged more than $1.6 billion in technology-related private placements since 2000

• Invested over $250 million directly into technology-related companies since 1999

• Industry drivers: Sector consolidation/convergence and evolving technology.

Sectors of Coverage

• Software

• Equipment

• Semiconductors

Sectors of Coverage

• Software

• Equipment

• Semiconductors

Technology




Loan Syndications Expertise

• Origination / Execution– Pitch and structure agented/lead

arranged senior debt transactions

– Industry focused underwriting of agented and distribution risk senior debt opportunities from a credit and risk/return perspective

• Syndicate / Research– Provide market perspective on structure,

pricing and syndication strategies to enhance origination efforts

• Sales & Trading– Distribution of all Wachovia-originated

facilities

– Par loan trading desk: market-maker in lead arranged and broader market transactions


Loan Syndications - Domestic Lead ArrangerFirst Half 2004 (by number of deals)

Rank Bank Holding CompanyNumber of

DealsVolume Market

Share

1 Bank of America 470 $128,301,323,253 21%2 JP Morgan 303 196,929,560,717 13%3 Wachovia Securities 185 36,822,191,187 8%4 Citigroup 170 90,070,491,671 7%5 BANK ONE Corporation 159 32,593,640,514 7%6 Credit Suisse First Boston 82 19,932,693,262 4%7 PNC Bank 73 3,602,011,000 3%7 Wells Fargo & Company 73 10,321,231,672 3%9 Deutsche Bank 58 19,060,967,705 3%10 ABN AMRO Bank N.V. 52 5,673,074,137 2%11 General Electric Capital Corporation 48 4,597,383,431 2%12 Bank of New York Company 41 8,763,120,685 2%13 Goldman Sachs & Company 35 6,957,318,921 2%14 U.S. Bancorp 32 3,484,100,000 1%15 BNP Paribas 31 5,458,700,000 1%15 SunTrust Bank 31 6,303,658,846 1%17 UBS AG 30 4,688,714,000 1%17 KeyBank 30 2,514,090,147 1%19 National City Corporation 29 2,428,750,000 1%20 Scotia Capital 25 5,769,456,686 1%21 Harris Nesbitt 23 2,795,906,500 1%21 Merrill Lynch & Company 23 2,406,759,250 1%23 Lehman Brothers 22 3,332,116,514 1%24 Antares Capital Corporation 21 1,154,250,000 1%25 Morgan Stanley 19 5,984,629,150 1%26 Barclays Bank Plc 18 8,109,700,000 1%26 Union Bank of California 18 2,366,500,000 1%28 CIBC World Markets 16 3,073,287,102 1%29 Ableco Finance/ Dymas Capital 13 705,500,000 1%30 Bear Stearns Companies 12 1,863,955,000 1%

Source: Loan Pricing Corporation - League Tables.


High Yield Expertise

• Superior Execution

– Since 1996:> No lead deals priced outside of price

talk> No failed or pulled transactions> #1 aftermarket performance in 2003

• Over $1 billion of capital committed to trading desk

• Significant momentum– Served as lead or co-manager in 20% of

deals completed in 2002 and 2003– Book-runner for 12 issuances in the first

half of 2004 raising $1.9 billion in proceeds

High Yield League Table High Yield League TableFull Credit to Each Manager - Domestic Deals Full Credit to Each Manager - Domestic Deals

1H 2004 1H 2003

No. of VolumeRank Institution Deals (in millions)

1 Banc of America 76 $26,2822 JP Morgan 71 24,413 3 CSFB 68 21,362 4 Citigroup 67 23,690 5 Deutsche Bank 61 18,814 6 Lehman Brothers 48 15,460 7 Wachovia Securities 44 12,215 8 UBS Warburg 41 11,024 9 Bear Stearns 30 8,378 10 Merrill Lynch 30 8,210 11 Jefferies 26 3,771 12 Goldman Sachs 26 7,071 13 Scotia Capital 24 9,048 14 Morgan Stanley 23 10,925 15 BNP Paribas 19 6,620



High Grade Debt Expertise

• Syndicate and Corporate & Investment Banking– Top 10 in Book Running Leads in 1H 2004– Increased lead managed market share by

65% in a market down 35% – 25 dedicated Corporate & Investment

Banking and syndicate specialists• Sales

– Over 85 institutional salespeople in Charlotte and other regional sales offices

– 3rd largest retail distribution network with over 11,600 registered representatives in more than 3,300 locations

• Trading– 53 institutional and 38 retail trading

professionals– $750MM - $1.5 billion in secondary trading

inventory

• Analytics & Research– Credit research focused on industry reports

and issuer profiles– Economic analysts dedicated to covering

both domestic and international marketsSource: Thomson Financial.

Book Runner Full to

Book Runner (Equal if Joint)

Proceeds Amount +Overallotment Sold

This Market (US$ Mil) RankMkt.Share

Number ofIssues

Citigroup $63,574.2 1 20.4 266JP Morgan $44,226.8 2 14.2 234Credit Suisse First Boston $26,327.9 3 8.4 150Merrill Lynch & Co Inc $20,624.4 4 6.6 96Lehman Brothers $26,917.0 5 8.6 94Goldman Sachs & Co $25,264.8 6 8.1 93Morgan Stanley $28,627.7 7 9.2 80Banc of America Securities LLC $16,621.3 8 5.3 80Deutsche Bank AG $10,699.6 9 3.4 55Wachovia Corp $7,042.7 10 2.3 43UBS $12,029.6 10 3.9 43Barclays Capital $3,923.6 12 1.3 32BNP Paribas SA $2,984.8 13 1.0 29ABN AMRO $4,606.2 14 1.5 24HSBC Holdings PLC $7,113.5 15 2.3 20BANK ONE Corp $1,637.9 16 .5 14Bear Stearns & Co Inc $1,796.6 17 .6 11Keefe Bruyette & Woods Inc $581.0 18 .2 7RBC Capital Markets $511.6 19 .2 4KeyCorp/ McDonald Investments $439.4 20 .1 4Nomura $999.7 21 .3 2Jefferies & Co Inc $276.1 22 .1 2Calyon $241.8 23 .1 1Santander Central Hispano Inv. $198.4 24 .1 1ING $198.3 25 .1 1

1H 2004 League TablesAll HG Corporates -- Public and 144a



Debt Private Placements Expertise

• Origination– Ranked 5th in the 2003 league tables for

number of issues, raising more than $1.3 billion in proceeds through 19 issues

– Ranked third in floating rate issuance, serving as lead or co-agent on six transactions

– Complete integration with public and 144A debt platforms

– Leading secondary private placement capability, trading more than $2.5 billion in private placements

• Distribution– Over 75 institutional salespeople in

Charlotte, New York, and Chicago, maintaining close relationships with over 50 traditional private placement lenders

– Demonstrated track record in selling to “cross over” and new entrants to the private placement market

• Product Capabilities– Senior debt, both secured and unsecured– Synthetic leases– Credit tenant leases– Investment and non-investment grade

transactionsSource: Thomson Financial

Rank Manager # IssuesProceeds ($MMs)

Market share %

1 Bank of America 97 9,179.5 20.1 2 RBS Securities 31 7,798.2 17.1 3 Banc One 27 3,016.3 6.6 4 JP Morgan 24 2,647.6 5.8

T5 Barclays Capital 19 3,616.3 7.9 T5 Wachovia Securities 19 1,346.4 2.9 T6 Merrill Lynch 16 2,767.0 6.1 T6 Deutsche Bank AG 16 2,672.0 5.9 T6 Citigroup 16 2,308.3 5.1 T7 ABN AMRO 15 2,347.9 5.1 T7 SunTrust Bank 15 1,053.5 2.3 8 Lehman 7 787.0 1.7 9 HSBC Securities 6 995.0 2.2

10 ING 2 617.1 1.4 Industry Total 301 45,667.3

2003 Traditional Private Placements (Full Credit to Lead, Equal Credit to Joint)

Source: Private Placement Monitor.

Debt Private Placement Floating Rate League TableCalendar 2003

Rank Agent Volume Market % Deals1 Bank of America 982,500$ 37.3% 92 Bank One 612,500 23.2% 43 Wachovia Securities 511,500 19.4% 64 SPP Capital 200,000 7.6% 35 JP Morgan 170,000 6.4% 26 Lehman 65,000 2.5% 17 Citibank 50,000 1.9% 18 Fleet 20,000 0.8% 19 Barclays 15,000 0.6% 110 Merrill 10,000 0.4% 1



Private Portfolio Management

• Agency Management– Establish Wachovia Securities as a market leader in quality execution for its clients and investors on

an ongoing basis– Proactively manage the senior debt product for agented/lead arranged transactions

> Assist coverage and origination & execution efforts in negotiating and closing new transactions with clients and investors

> Interact with clients, investors and Wachovia product specialists to provide timely service and customized solutions

> Provide industry focused active portfolio management, both monitoring and identifying risk migration as well as recommending risk mitigation actions, such as re-negotiation, sales, purchasing protection, etc.

– Provide portfolio reporting to senior management and interact with regulators for Shared National Credit and focused reviews

• Credit Management– Proactively manage the senior debt product to position Corporate Finance for future lead roles with

clients and to provide continuous monitoring of portfolio risk including:> Underwriting of strategic participation transactions based on comprehensive internal due diligence> Active portfolio management via monitoring and identifying risk migration as well as

recommending risk mitigation actions, such as re-negotiation, sales, purchasing protection, etc.> Required servicing and interaction with regulators for focused reviews> Portfolio reporting



Public Portfolio Management (PPM)

• Mission - To reduce the earnings volatility of the Strategic Loan Portfolio due to non-systematic risk resulting from industry and company concentrations and by offsetting P&L losses through the generation of mark-to-market gains and the reduction of annual capital costs through industry and company diversification. Additionally, enhance the entire Fixed Income platform through distribution of Credit Portfolio Management’s (CPM) proprietary sector and credit views and through generation of value-added investment ideas.

• Accomplished Through…….

– Producing proprietary credit research on names within PPM’s investment universe including Balancing Portfolio positions and credits, liquid Strategic Portfolio companies, and select industry comparables. Research utilized to establish proprietary internal valuation opinions and support other Fixed Income constituents.

– Building and actively managing a portfolio of loans, bonds, credit derivatives, and index positions that are in line with the Model Portfolio objectives and which meet, or exceed, defined benchmarks (i.e. P&L, Total Return).

– Monitoring secondary market trading levels and industry fundamentals in order to identify, evaluate, and recommend transactions to support the Balancing Portfolio as well as the Bond and Relative Value Portfolios.

– Actively managing the liquid and semi-liquid portions of the Strategic Portfolio and executing hedges based on evolving sector views, expected credit migration, relative value opportunities, and credit capital concentration.



Market PositionStructured Products Expertise

• Comprehensive asset backed and structured finance capabilities:

– Underwriting of public and private asset-backed securities

– New issue and secondary market sales and trading

– Asset-backed commercial paper (CP) funding– Hedging/risk management– Synthetic leases, sale lease-back

transactions and structured tax products including installments sales and like-kind exchanges

– Structured Products Services (ranked #1 commercial mortgage backed securities (CMBS) master servicer in 1999, 2001, and 2002)

• Assets securitized include, among others:– Collateralized Debt Obligation funds (CDOs)– Commercial loans and leases– Commercial real estate – Consumer loans and leases– Emerging assets/Future flow– Mortgages/Home equity loans– Small Business Administration (SBA) loans– Trade receivables

• In 2003, we maintained a strong leadership position within our focus areas in emerging assets:

– First in small business loan asset-backed securities (ABS)

– First in middle market commercial loan securitization

– First in number of CDOs issued– First in equipment securitization from

1997-2003– Third in 144A, Ninth in public auto ABS– Fourth for CMBS– Fourth in domestic real estate

investment trust (REIT) arrangement

• Warehouse transactions are primarily funded in the Variable Funding Capital Corporation conduit facility. As of June 30, 2004 the conduit contained 56 transactions which represented $9.9 billion of commitments and $5.7 billion outstanding



• Wachovia Asset Based Lending:– Ranked #1 by Volume for 2Q 2004 and

#1 by number of deals for 1H 2004– Wachovia Capital Finance Group:

> Asset-based lending presence since 1972

> Total commitments in excess of $3.9 billion

> Active relationships with over 190 clients nationwide

> Staff of 153 professionals> Based out of Atlanta with other

main offices in Charlotte and Philadelphia

– Congress Financial Corporation:> Began more than 50 years ago as a

family owned business; owned by CoreStates for 30 years and integrated into Asset Based Lending in 1988

> Staff of 375 employees> Total commitments of $16 billion

and approximately 500 clients> Based out of New York, with offices

throughout the U.S., Canada, and the UK


Capital Finance

• Leasing:– 3rd largest bank owned leasing

company in U.S.– 8th largest leasing company in U.S.– $14 billion in lease receivables– Projected to complete more than $2.5

billion in equipment cost by FYE 2004– Awarded “Deal of the Year” by Asset

Finance International: 1997, 1999, 2000, 2001 & 2002

• Asset Backed Conduit Program:– As of March 15, 2004, ranked 4th in

Trade Receivable Commitments– 3rd in net Trade Receivable

Transactions for the period February 15, 2000 to March 15, 2004

– Lead or Sole Agent on Eighty-two percent of transactions

– Transactions are primarily funded in the Blue Ridge conduit facility. As of June 30, 2004 the conduit contained 52 transactions which represented $6.9 billion of commitments and $3.7 billion outstanding


Leading CapabilitiesGlobal Rates - Interest Rate Products Expertise

• A dedicated group of over 140 professionals, consisting of Corporate Derivative Marketing, Institutional Sales and Trading, and Municipal Products

• Each team of specialists assists our customers in meeting needs including hedging strategies, information, and overall liquidity in the interest rate markets

• As one of the major market makers across Wall Street, products available to our clients through the Interest Rate Products group include derivatives such as swaps and options on various interest rate securities, as well as cash products such as Treasuries and mortgage backed securities

• Wachovia is currently one of the largest derivative providers in the U.S. and continues to grow this business at a rapid pace

• Highly qualified team with years of experience in the interest rate markets

• Focus on tailored strategies designed to meet individual client needs

• Strong reputation for providing unparalleled structuring and consulting on taxable and tax-exempt interest rate risk

• Employ industry-focused client coverage to provide unique and valuable insights into market information and flows

• Leading provider of liquidity and aggressive pricing to clients across all products and markets


As of 31 December 2003


Global Rates - Non-Dollar Products Expertise

• Offers a full range of products and services designed to help companies and investors move money across borders seamlessly and manage the risks of investing or transacting in a foreign currency 24 hours a day

• Seasoned team of more than 50 professionals in Charlotte, New York, and London, combines expertise in currency and fixed income markets, derivative products, and financial instrument accounting

• Serving over 6,000 customers worldwide including corporations, institutions, and individuals


As of 30 June 2004

Global Rates – Commodity Derivatives Expertise

• An experienced team of Marketers and Traders with prestigious backgrounds in the Energy markets simultaneously bring market share and the highest level of quantitative and analytical ability

• Wachovia’s deep Energy and Power client base creates an uncommon ability for Wachovia to interact with both producers and consumers to provide very competitive pricing

• The most recent addition to Global Rates, the commodity derivatives business brings a profitable market and even greater depth to Wachovia’s already vast array of product capabilities


A Global LeaderInternational Expertise

A Pioneer in Global Banking

Wachovia is a a major player in the world of international banking, providing a full range of services to financial institutions, corporations and government entities around the world

• 32 representative offices throughout Europe, Asia and Latin America

• 6 international processing centers in New York, Philadelphia, Charlotte, Winston Salem, Miami and Los Angeles

• 5 Branches in Hong Kong, Tokyo, Taipei, Seoul and London

• Foreign exchange desks in London and Charlotte

• 7,000+ relationships in more than 130 countries, served by a team of over 1,000 professionals

• First to develop international cash letter

• First to develop export bills collection product

• First to enable companies to perform letter of credit transactions on the Internet

• Founding participant of CHIPS and SWIFT

• 1st in third party trade processing

• 1st in SWIFT-based message type 700 (trade) series

• 3rd in Eximbank insurance program usage

• 4th in U.S. trade volume (letters of credit)

• 7th in CHIPS payment traffic



Treasury Services Expertise

• Size & Strength– 2nd largest U.S. cash management bank– 9 of 10 key products rank in the top three– Nationally acclaimed for responsive

customer service and operational excellence

• Product Depth– 24/7 access via multiple channels,

including Web, wireless and PC– E-commerce, image technology– Single account for interstate deposit and

transaction activity

• Industry Specialization– Officers focus on specific industries:

Retail, Healthcare, Communications, Real Estate, Insurance and Government

– Industry-specific Advisory Boards– Value-added expertise to address unique

business challenges

• A History of Innovation– Controlled Disbursement (’72)– Image-based processing for wholesale

lockbox (’78)– Customer Advisory Boards (’92)– Fraud Management Reporting (’93)– Web-based Reporting (’96)– Awarded Patent for Image Technology

(’99)– E-Billing (’99)– Wireless Treasury Services (’00)


Analyst Career Opportunities



• Wachovia Securities is looking to hire over 140 analysts for the class of 2005 to work across a range of analyst positions, below are the positions posted on your campus:

– Investment Banking: The Investment Banking Analyst and the Fixed Income Origination Analyst are the primary analytical support for Corporate and Investment Banking origination in a coverage group. Analysts may also work in a product group, supporting underwriting, deal execution and transaction management, ongoing portfolio surveillance and risk management activities. Groups hiring under this posting will include Corporate Finance, Mergers&Acquisitions/Financial Sponsors, Leveraged Finance, Investment Grade Debt, and Structured Products.

– Sales & Trading: Analysts working in Sales and Trading will interact closely with salespeople and traders dealing with both domestic and international clients and markets. Groups hiring under this posting will include Global Rates.

– Portfolio Management & Research: Portfolio Management units support Wachovia’s origination efforts by interacting directly with clients and coverage officers, communicating company and industry expertise, and performing client underwriting functions on agented and non-agented loan transactions. Groups hiring under this posting will include Public Portfolio Management and Private Portfolio Management.



Investment Banking – Corporate Finance

• Group Overview

– The Corporate Finance Group is the primary origination arm of Wachovia Securities, working closely with all product groups to originate and execute various investment banking products, including equity, high yield, M&A, leveraged finance, convertible debt, etc.

– Bankers within Corporate Finance are assigned to a specific industry group and maintain active dialog with their priority clients in those sectors.

• Analyst Responsibilities

– Perform valuation and credit analysis through leveraged buyout, discounted cash flow, merger, comparable public company and comparable transaction models.

– Create and edit pitchbooks used in the origination of investment banking transactions.

– Participate in due diligence, drafting sessions and preparing offering memoranda and management presentations primarily for equity, high yield and M&A transactions.



Investment Banking – Mergers & Acquisitions/Financial Sponsors

• Group Overview

– The M&A/Financial Sponsors Group is responsible for transaction execution of buyside, sellside, and advisory assignments in a variety of industries, as well as relationship management for key financial sponsor clients.

> Senior bankers within M&A are aligned with Corporate Finance industry groups and are responsible for maintaining an active M&A dialogue with clients in their respective sectors.

> Analysts in M&A are generalists and work on transactions in a broad range of industries.


– Creation of detailed financial models used for valuation (DCF, LBO, merger plans, accretion/dilution, comparable company, and comparable transaction analyses).

– Research and preparation of industry analyses, buyers lists, and acquisition opportunities.

– Preparation of marketing documents, including pitch materials, confidential offering memoranda, management presentations, fairness opinions, and board presentations.

– Support of the relationship management efforts of Financial Sponsors Group coverage officers through the development of value-added ideas, preparation of marketing presentations, and execution of M&A and financing opportunities.



Fixed Income – Credit Products – Leveraged Finance and Investment Grade Debt


• Group Overview

– Credit Products includes leveraged finance, investment grade, portfolio management and special situations groups. The groups specialize in the origination, sales and trading of various products including corporate and high yield bonds, syndicated loans, municipal and money market securities.

– The Leveraged Finance Group is responsible for structuring, underwriting and syndicating the senior and high yield debt products for clients in all industry groups and for clients who do not maintain an investment grade credit rating.

– The Investment Grade Debt Group is responsible for structuring, underwriting and syndicating bonds, bank debt and preferred stock for investment grade-rated clients.


– Perform valuation and credit analysis through leveraged buyout, discounted cash flow, and merger models.

– Assist in the creation of pitches, proposals, and marketing materials as well as offering memoranda, lender, rating agency and roadshow materials for debt offerings.

– Research comparable transactions and perform relative value analysis to determine pricing for loans and securities.

– Participate in client meetings, due diligence visits and other client interactions.


Fixed Income – Credit Products – Private Portfolio Management


• Group Overview

– The Credit Products Private Portfolio Management teams have responsibility for the borrowing/credit relationships of the corporate banking clients. The Credit Products Private Portfolio Management team includes the Agency Management and Credit Management units.

– In their role, the Private Portfolio Management units interact directly with these clients, monitor the changing risk trends of individual client relationships, routinely assess the evolving mix of loans in the portfolio, and actively manage the diversity and return of the assets held in the portfolio.


– Perform valuation and credit analysis through leveraged buyout, discounted cash flow, and merger models.

– Research comparable transactions and perform relative value analysis to determine pricing for securities.

– Protect balance sheet and quality of assets via monitoring of loan book for risk migration and recommending risk mitigating actions, such as re-negotiation, sales, purchasing credit default swaps, etc.

– Collaborate with corporate finance and other units to help identify “value-added” customized solutions for existing clients.

– Participate in client meetings, due diligence visits and other client interactions.

– Prepare primary assessments of and recommendations on client borrowing requests.


Fixed Income – Credit Products – Public Portfolio Management


• Group Overview

– The Public Portfolio Management group is tasked with reducing the earnings volatility of the Strategic Loan Portfolio and enhancing the entire Fixed Income platform through dissemination of Credit Portfolio Management’s (CPM) proprietary sector and credit views and through the generation of value-added investment ideas.

> Industry Analysts are aligned by industry groups and are responsible for reshaping the Strategic Portfolio through reducing company and industry concentrations and generating mark-to-market gains and net interest/premium income to offset losses in the Strategic Portfolio. Industry Analysts are also responsible for developing, publishing, and sharing company and sector credit views with other FID groups.

> Analysts will provide analytical support to Industry Analysts and Team Leaders across multiple industries assisting in the generation of buy-side research and portfolio trade ideas.


– Assist in providing industry and company specific fundamental and valuation analysis within assigned sectors including developing an understanding of and monitoring industry drivers and characteristics.

– Assist in maintaining proprietary databases including the monitoring of trading levels on bonds, credit derivatives, and loans and industry and company-specific credit curves.

– Facilitate reporting requirements of the group and assist with special projects.


Fixed Income – Structured Products


• Group Overview– Structured Products is a group of over 600 professionals engaged in origination, asset

management, sales and trading of structured products in business units that specialize in commercial mortgage backed securities, residential mortgage and consumer ABS, commercial ABS, and CDOs.

– Across various Structured Products groups, Analysts will have the opportunity to participate in various stages of a transaction – origination, execution, and ongoing deal and portfolio management for both public and private bond issuances and also for transactions structured for the group’s owned portfolio.

– Groups hiring within Structured Products include Real Estate Capital Markets (“RECM”), Structured Asset Finance (“SAF”), Residential Mortgage and Consumer ABS, and Structured Credit Products (“SCP”).

• Analyst Responsibilities– Assist in underwriting, deal execution, and portfolio management activities.– Participate in client meetings, due diligence and other client interactions.– Perform analysis of various ABS assets.– Assist in the creation of pitches, proposals, and marketing materials as well as sales materials

and transaction documentation.– Gain understanding of fixed income markets and interact with sales, trading and research

professionals.– Analysts will have the opportunity to acquire Series 7 and Series 63 licenses.


Fixed Income – Global Rates


• Group Overview– Interest Rate Products:

> Specialized marketing teams focus on meeting the needs of institutional, corporate, commercial, and municipal clients with experienced professionals in each of these unique disciplines.

> Traders devise and implement relative value strategies that are responsive to changing market conditions, and provide consistent and aggressive pricing to our customers.

– Non-Dollar Products:> Takes consultative approach to solve the global risk management needs of clients including global

debt strategy, foreign interest rate management, and currency hedging.> Provide liquidity and counsel related to all currencies and economies across the globe.

– Commodity Derivatives:> Marketers address the needs of all clients exposed to Commodity price volatility by analyzing and

understanding the impact of changing geopolitical and macro economic conditions, and provide innovative and responsive risk management solutions.

> Traders utilize sophisticated quantitative techniques to manage uniquely volatile Commodity environment, and deliver consistently well priced derivative products to our clients.

• Analyst Responsibilities– Support marketers and traders by:

> Structuring and executing client transactions.> Preparing marketing materials including pitch books, analytical graphs, and capital structure analyses.> Coordinating with Relationship Managers and Credit Officers to facilitate the closing of transactions.> Providing market data and pricing indications on a daily basis to clients.> Analyzing market conditions and data to provide clients with accurate information and trade ideas.


After The Analyst Program

• Following the conclusion of the program, analysts have pursued a variety of career options, including corporate clients and the following representative private equity firms and graduate schools:

• In addition, certain Wachovia business units offer longer-term positions with potential opportunities for promotion and assumption of additional roles and responsibilities.


Advent International J.H. Whitney Dartmouth College - Tuck

Apollo Management Quad-C Duke University - Fuqua

Bruckman, Rosser, Sherrill Olympus Partners Harvard Business School

Carousel Capital Saunders Karp & Megrue Harvard Law School

Centre Partners Management Thayer Capital Partners Northwestern University - Kellogg

Code Hennessy & Simmons The Blackstone Group Stanford Graduate School of Business

Cornerstone Equity Investors The Carlyle Group University of Chicago Graduate School of Business

Evercore Partners Thomas Weisel Capital Partners University of North Carolina - Kenan Flagler

GTCR Golder Rauner Wachovia Capital Partners University of Pennsylvania - Wharton

JP Morgan Partners William Blair Capital Partners Yale Law School

University of Virginia - Darden

Private Equity Groups Graduate Schools

Why Wachovia Securities?


The Analyst Experience

• Wall Street experience.

• Small deal teams result in immediate responsibility.– Allows for direct access to senior bankers.– Allows for direct and frequent client interaction.– Allows analysts to take on immediate and significant responsibility.

• Middle market client base provides more interaction with senior-level decision makers.

• Comprehensive financial services platform provides variety of career opportunities in multiple locations.

• Senior bankers actively support efforts to develop career opportunities at conclusion of analyst program.

• Intensive training program.



• The Analyst Program will expose you to a broad range of responsibilities, a diverse mix of financial products, and an excellent opportunity to increase the depth of your understanding of the financial markets.

• As an Analyst, you will be conducting research, participating in strategic planning, assisting in the execution of advisory services, participating in debt finance structuring and monitoring, attending client meetings/due diligence visits and gaining exposure to key executives and senior bankers.

• You will work as part of a team with others, including very accessible senior level bankers.

• These positions require a high level of personal motivation, strong interpersonal communication skills and sound analytical thinking.

• As an Analyst at Wachovia, you will be able to take on a high level of responsibility and will be able to have a great deal of access to the client and will be highly involved in your transactions.

• Candidates must be comfortable working independently and as part of a team, have proven academic performance and be willing to take on significant responsibility for meeting stringent deadlines and high quality standards.

• All Analysts participate in a comprehensive six-week training program before beginning work in their business units.

• The majority of Analyst positions are located in Charlotte, NC, with limited opportunities in Atlanta, Baltimore, Houston, Los Angeles, New York, Philadelphia, Richmond and San Francisco.

What This Means For You


Recruiting Process


SUPER SATURDAY

Charlotte, North Carolina

Friday: Presentation & Dinner

Saturday: Series of 6 or 8 interviews with a debrief at the end

Follow-up: Extension of final offers

ON CAMPUS INTERVIEWS

SELECTION OF FINAL CANDIDATES

Recruiting Process


Recruiting Process – Investment Banking

Investment Banking On Campus Interview

Corporate Finance/M&A Super

Saturday

Origination Super Saturday

Possible Placement in:

Corporate Finance Industry Groups:

Healthcare IT & Business Services

Media & Communications Real Estate

Defense & AerospaceInternational

Consumer & Retail Financial InstitutionsStrategic Advisory Energy & Power

Industrial Growth Technology

&

Mergers & Acquisitions/Financial Sponsors Group

Possible Placement in: Real Estate Corporate Finance

Structured Credit ProductsStructured Asset Finance

Residential Mortgage & ConsumerLeveraged Finance

Public FinanceSyndicate


Recruiting Process – Sales & Trading

Sales & Trading On Campus Interview

Sales & Trading Super Saturday

Corporate Derivatives

Non Dollar Products

Institutional Rates

Municipal Derivatives

Energy

High Yield Sales & Trading

Public Portfolio Management

Debt Capital Markets

Credit Default Swaps

Trading

Sales

Emerging Markets Trading

Swing Factor



Recruiting Process – Portfolio Management & Research

Portfolio Management & Research On Campus Interview

Portfolio Management Super

Saturday


Public Portfolio Management

Agency Management

Credit Management

Research

Investment Banking

Business

Transcript of Investment Banking