SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________________________________________________
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 2001
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _____________ to _____________
Commission File Number 1-10000
A. Full title of the plan and the address of the plan, if different from that of
the issuer named below:
WACHOVIA SAVINGS PLAN
(Formerly named First Union Corporation Savings Plan)
B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
WACHOVIA CORPORATION
One Wachovia Center
Charlotte, North Carolina 28288-0013
(a) The following financial statements and reports, which have been prepared
pursuant to the requirements of the Employee Retirement Income Security Act of
1974, are filed as part of this Annual Report on Form 11-K:
Independent Auditors' Report
Financial Statements:
Statements of Net Assets Available for Benefits, December 31, 2001 and 2000
Statement of Changes in Net Assets Available for Benefits, Year Ended
December 31, 2001
Notes to Financial Statements
Supplemental Schedule:
Schedule of Assets Held for Investment Purposes at End of Year, December
31, 2001
(b) The following Exhibit is filed as part of this Annual Report on Form 11-K:
Independent Auditors' Consent
WACHOVIA SAVINGS PLAN
(Formerly named First Union Corporation Savings Plan)
Financial Statements
and Schedule
As of December 31, 2001 and 2000 and for the
year ended December 31, 2001
(With Independent Auditors' Report Thereon)
INDEPENDENT AUDITORS' REPORT
--------------------------------------------------------------------------------
The Human Resources Committee
Wachovia Corporation:
We have audited the accompanying statements of net assets available for
benefits of Wachovia Savings Plan (the Plan), formerly named First Union
Corporation Savings Plan, as of December 31, 2001 and 2000, and the related
statement of changes in net assets available for benefits for the year ended
December 31, 2001. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan as
of December 31, 2001 and 2000, and the changes in net assets available for
benefits for the year ended December 31, 2001, in conformity with accounting
principles generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedule of assets
held for investment purposes at end of year is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
KPMG LLP
Charlotte, North Carolina
June 13, 2002
WACHOVIA SAVINGS PLAN
(FORMERLY NAMED FIRST UNION CORPORATION SAVINGS PLAN)
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
--------------------------------------------------------------------------------
December 31,
-------------------------------
2001 2000
--------------------------------------------------------------------------------------------
ASSETS
Investments, at fair value
Marketable
Evergreen U.S. Government Fund $ 122,379,267 86,061,100
Evergreen Balanced Fund 122,770,525 149,564,674
Stable Fund 620,565,829 561,723,668
Evergreen Foundation Fund 188,498,825 235,647,131
Evergreen Fund 195,865,466 254,383,628
FUNB Enhanced Stock Market Fund 559,131,696 642,506,869
Evergreen International Growth Fund 67,871,915 79,939,589
Evergreen Growth Fund 144,571,524 130,120,150
Dodge and Cox Stock Fund 54,373,745 --
Wachovia Equity Fund 58,474,982 --
Wachovia Equity Index Fund 122,046,719 --
Wachovia Money Market Fund 141,757,181 --
American Europacific Growth Fund 16,406,842 --
Wachovia Corporation Common Stock Fund
Wachovia Corporation common stock 307,594,215 --
Cash and cash equivalents 7,947,835 --
Employee Stock Ownership Plan
Wachovia Corporation common stock
Allocated 718,174,174 579,902,333
Unallocated 83,442,545 79,695,940
Cash and cash equivalents
Allocated 37,664,400 155,738,831
Unallocated 643,666 1,383,320
Self-Directed Investments, at fair value -- 2,524,840
--------------------------------------------------------------------------------------------
Total marketable investments 3,570,181,351 2,959,192,073
Participants' loans receivable 139,075,878 112,597,312
--------------------------------------------------------------------------------------------
Total investments 3,709,257,229 3,071,789,385
--------------------------------------------------------------------------------------------
Due from brokers for the sale of securities 304,540,350 --
--------------------------------------------------------------------------------------------
Total assets 4,013,797,579 3,071,789,385
============================================================================================
LIABILITIES
Refund of excess contributions and earnings -- 4,621,533
Loan payable - Employee Stock Ownership Plan - unallocated 49,273,002 51,220,634
--------------------------------------------------------------------------------------------
Net assets available for benefits $3,964,524,577 3,015,947,218
============================================================================================
See accompanying notes to financial statements.
WACHOVIA SAVINGS PLAN
(FORMERLY NAMED FIRST UNION CORPORATION SAVINGS PLAN)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
--------------------------------------------------------------------------------
Year Ended December 31, 2001
----------------------------------------------------
Employee
Stock
Ownership
Participant Plan-
Directed Unallocated Total
---------------------------------------------------------------------------------------------
ADDITIONS TO PLAN ASSETS
Investment income
Interest on loans $ 8,890,989 -- 8,890,989
Net depreciation
in fair value of investments (40,099,173) 12,773,562 (27,325,611)
---------------------------------------------------------------------------------------------
Total investment loss, net (31,208,184) 12,773,562 (18,434,622)
Employer contributions 127,381,483 3,027,457 130,408,940
Employee contributions 188,432,989 -- 188,432,989
Net assets contributed through
mergers 1,044,824,951 -- 1,044,824,951
Transfers from other funds 270,576,385 -- 270,576,385
---------------------------------------------------------------------------------------------
Total additions to plan assets 1,600,007,624 15,801,019 1,615,808,643
---------------------------------------------------------------------------------------------
DEDUCTIONS FROM PLAN
ASSETS
Participants' withdrawals 389,258,588 -- 389,258,588
Transfers to other funds 264,199,517 6,376,868 270,576,385
Interest expense -- 4,469,568 4,469,568
Administrative expenses 2,926,743 -- 2,926,743
---------------------------------------------------------------------------------------------
Total deductions from plan
assets 656,384,848 10,846,436 667,231,284
---------------------------------------------------------------------------------------------
Increase in net assets
available for benefits 943,622,776 4,954,583 948,577,359
Net assets available for benefits
Beginning of year 2,986,088,592 29,858,626 3,015,947,218
---------------------------------------------------------------------------------------------
End of year $ 3,929,711,368 34,813,209 3,964,524,577
=============================================================================================
See accompanying notes to financial statements.
WACHOVIA SAVINGS PLAN
(FORMERLY NAMED FIRST UNION CORPORATION SAVINGS PLAN)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 and 2000
--------------------------------------------------------------------------------
NOTE 1: DESCRIPTION OF PLAN
On September 1, 2001, First Union Corporation merged with Wachovia
Corporation and the merged entity retained the name Wachovia Corporation. As a
result of the merger, on January 1, 2002, the name of the First Union
Corporation Savings Plan was changed to the Wachovia Savings Plan ("the Plan").
The following brief description of the Plan is provided for general
information purposes only. Participants should refer to the Plan agreement for
more complete information.
GENERAL
Wachovia Corporation and its subsidiaries (the "Companies") sponsor the
Plan, which is designed to promote savings for retirement, and which is a
defined contribution plan. The Companies' and employee contributions are held in
trust and earn income tax-free until distributed. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").
Effective January 1, 1999, the portion of the Plan invested in the Wachovia
Corporation Common Stock Fund was amended to be an employee stock ownership plan
that invests primarily in employer securities. The first one percent of the
Companies' matching contribution is made in Wachovia Corporation common stock.
Each employee can immediately elect to liquidate the Company's common stock
credited to the employee's account by transferring the value of the common stock
to any of a number of investment options available within the Plan. The
Companies have adopted the American Institute of Certified Public Accountants
Statement of Position 99-3, "Accounting for and Reporting of Certain Defined
Contribution Plan Investments and Other Disclosure Matters".
ELIGIBILITY, CONTRIBUTIONS AND BENEFITS
Under the Plan, an employee is eligible to participate after one year of
service. Employee contributions, pre-tax and after-tax, are elected by the
participant and cannot exceed 15 percent of the employee's gross compensation.
The maximum percentage of the employer matched contribution is determined
annually by the Board of Directors of Wachovia Corporation, and the contribution
amounts are paid from net income or accumulated earnings in accordance with the
provisions of the Internal Revenue Code of 1986 as amended together with all
regulations, revenue rulings and revenue procedures issued thereunder (the
"Code"). The employer's matching contribution cannot exceed 6 percent of a
participant's base compensation. Beginning in 1999, the first one percent of the
employer's contribution was made with Wachovia Corporation common stock.
Participants are fully vested in their entire account balances at all times.
Four types of withdrawals are allowed under the Plan: normal, specified
cause, hardship and after age 59 1/2. Each type of withdrawal must be approved
by the Human Resources Committee (the "Committee"). Participants may withdraw up
to their entire account balance, depending on the type of withdrawal, net of
applicable withholdings and/or loan balances, or a minimum of $500. The amount
of tax withholding depends on the type of withdrawal.
Participants may borrow up to 50 percent of the balance of their accounts
with a minimum loan of $1,000 and a maximum loan of $50,000. Loan balances are
charged interest at a fixed rate for the life of the loan. The interest rate is
determined at origination as the quoted Wall Street Journal prime interest rate
as of the 25th of the preceding month. Loans are made for a minimum of 12 months
or a maximum of 60 months. Loan repayments are generally made semi-monthly as a
payroll deduction. If a participant retires or is otherwise terminated, the loan
balance must be paid in full or the outstanding balance will be considered as a
taxable distribution.
Participants, at retirement, may elect to receive a distribution of their
account balances. A participant is considered retired if it is the participant's
65th birthday, if it is the participant's 50th birthday with 10 or more years of
service, or if it is determined that the participant is totally disabled.
Distributions may be made in a lump sum, in installments or in a combination of
both. Installment payments must be in multiples of $50 over a period not to
exceed the life expectancy of the participant. Distribution of a retired
participant's account balance must begin at age 70 1/2.
Although the employer has not expressed any intent to terminate the Plan,
it may do so at any time subject to the provisions of ERISA. If the Plan is
terminated, the accounts of each participant shall be adjusted in accordance
with Plan provisions.
(Continued)
2
WACHOVIA SAVINGS PLAN
(FORMERLY NAMED FIRST UNION CORPORATION SAVINGS PLAN)
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
PARTICIPANT DIRECTED
In accordance with the Plan provisions, Plan earnings are allocated to
participants' accounts on a daily basis.
The investment options available to participants at December 31, 2001 and
2000, are presented below.
Evergreen U.S. Government Fund
This mutual fund invests primarily in debt instruments issued or guaranteed
by the U.S. Government or its agencies. Its objective is to provide a high level
of current income consistent with stability of principal.
Evergreen Balanced Fund
This mutual fund maintains a diversified investment portfolio of common and
preferred stocks, U.S. Government and agency obligations, and corporate bonds.
Its objective is to produce long-term total return through capital appreciation,
dividends and interest income.
Stable Fund
This pooled investment fund invests primarily in money market instruments,
investment contracts, U.S. Government and agency securities, and corporate
notes. Its investment objective is to provide stable principal value combined
with a yield that is one percentage point or more over the 91-day U.S. Treasury
bill yield.
Evergreen Foundation Fund
This mutual fund invests primarily in a combination of income producing
common stocks, preferred stocks, convertible securities, corporate and U.S.
Government debt obligations, and short-term debt instruments. Its investment
objective is to provide income, conservation of capital and capital
appreciation.
Evergreen Fund
This mutual fund invests primarily in common stocks, including securities
convertible into or exchangeable for common stocks of companies which are
little-known or relatively small or special situations and which offer the
potential for capital appreciation. The remainder of its portfolio consists of
securities of relatively well-known and large companies in an attempt to provide
liquidity as well as potential for capital appreciation.
FUNB Enhanced Stock Market Fund
This collective investment fund invests primarily in a diversified
portfolio of common stocks and S&P 500 futures contracts. Its investment
objective is to provide a total rate of return equal to or exceeding that of the
S&P 500 market index each calendar year.
Evergreen International Growth Fund
This fund invests primarily in internationally diversified portfolios
consisting of common and preferred stocks, convertible securities and warrants.
The fund also uses stock index and currency futures. Its investment objective is
to provide long-term capital appreciation.
Evergreen Growth Fund
This fund invests principally in common stocks of small to mid-sized
companies that have demonstrated earnings, asset values, or growth potential not
yet reflected in their market price. Its investment objective is long-term
capital appreciation.
Dodge and Cox Stock Fund
This fund seeks long-term growth of principal and income. A secondary
objective is to achieve a reasonable current income.
Wachovia Equity Fund
This fund pursues growth of principal and income by investing in quality
stocks issued by well-established, large and mid-size U.S. companies that offer
growth and value opportunities.
Wachovia Equity Index Fund
This fund invests primarily in a broad-diversified portfolio on common
stocks that make up the S&P 500 index.
Wachovia Money Market Fund
This fund investments include high quality money market instruments that
are rated in the highest short-term rating categories.
American Europacific Growth Fund
This fund invests primarily in stocks of issuers located in Europe and the
Pacific Basin. Its investment objective is long-term growth of capital.
Wachovia Corporation Common Stock Fund
This fund invests in Wachovia Corporation common stock. Dividends are
reinvested in additional shares of Wachovia Corporation common stock. Its
primary investment objective is long-term capital appreciation.
(Continued)
3
WACHOVIA SAVINGS PLAN
(FORMERLY NAMED FIRST UNION CORPORATION SAVINGS PLAN)
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
MERGERS WITH FINANCIAL INSTITUTIONS
Since 1985, Wachovia Corporation has acquired several financial
institutions. The employees of these institutions have been allowed to
participate in the Plan as of the consummation date of each respective merger.
Generally, the assets and obligations of acquired plans are recorded by the
Plan pursuant to the amended and restated Plan document which identifies the
date of the respective merger when the assets and obligations of the acquired
plan legally transfer to the Plan.
In April 1998, CoreStates Financial Corp was acquired by Wachovia
Corporation. Assets of their plans, which were approximately $955 million, were
transferred to the Plan on January 14, 1999.
In June 1998, The Money Store Inc. was acquired by Wachovia Corporation.
Assets of their plan, which were approximately $89 million, were transferred to
the Plan on July 15, 1999.
In 1999, assets of the savings plans of Questpoint; Bowles, Hollowell,
Conner and Co.; Tattersall Advisory Group Inc.; and Congress Talcott were merged
into the Plan. Their plan assets were approximately $4 million, $8 million, $1
million and $15 million, respectively.
In October 1999, Everen Capital Corporation was acquired by Wachovia
Corporation. Assets of their plan, which were approximately $705 million, were
transferred to the Plan on November 1, 1999. The plan included a self-directed
investment option, allowing participants to invest their account balances in any
investment, within certain specified limitations. The assets subject to the
Everen self-directed investment option were liquidated by January 31, 2001.
In April 1998, Nationwide Remittance Centers, Inc. was acquired by Wachovia
Corporation. Assets of their plan, which were approximately $1 million, were
transferred to the Plan on August 31, 2000.
In 2001, assets of the savings plans of The Tribus Companies, Inc.,
Pivot.com and JWGenesis Financial Corporation were merged into the Plan. Their
plan assets were approximately $6 million, $1 million and $3 million,
respectively.
On December 31, 2001, the legacy Wachovia Corporation Retirement Savings
and Profit Sharing Plan ("RSPSP") merged into the Plan. The RSPSP assets of $1
billion and liabilities of zero as of December 31, 2001 were transferred to the
Plan and are reflected in the December 31, 2001 statement of net assets
available for benefits. The transfer of the RSPSP assets is reflected in "Net
assets contributed through mergers" in the accompanying statement of changes in
net assets available for benefits for the year ended December 31, 2001. The
components of the assets transferred are listed below.
December 31,
--------------
2001
-----------------------------------------------------------------------------
ASSETS
Investments, at fair value
Marketable investments
Dodge and Cox Stock Fund $ 54,373,745
Wachovia Equity Fund 58,474,982
Wachovia Equity Index Fund 122,046,719
Wachovia Money Market Fund 141,757,181
American Europacific Growth Fund 16,406,842
Wachovia Corporation Common Stock Fund
Wachovia Corporation common stock 307,594,215
Cash and cash equivalents 7,947,835
-----------------------------------------------------------------------------
Total marketable investments 708,601,519
Participants' loans receivable 22,662,125
-----------------------------------------------------------------------------
Total investments 731,263,644
-----------------------------------------------------------------------------
Due from brokers for the sale of securities 304,540,350
-----------------------------------------------------------------------------
Total assets $1,035,803,994
-----------------------------------------------------------------------------
(Continued)
4
WACHOVIA SAVINGS PLAN
(FORMERLY NAMED FIRST UNION CORPORATION SAVINGS PLAN)
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
VALUATION OF INVESTMENTS
The specific identification method is used in determining the cost of
securities. Security transactions are recognized on the trade date (the date the
order to buy or sell is executed). Interest income is recorded on the accrual
basis. Dividend income is recorded on the ex-dividend date.
Investments in cash management accounts and participants' loans receivable
are stated at cost which approximates fair value. Investments in commercial
paper, U.S. Government and agency securities, corporate bonds, mutual funds,
collective investment funds and common stocks are stated at fair value, which is
based on closing market quotations.
In accordance with the American Institute of Certified Public Accountants
Statement of Position 94-4, "Reporting of Investment Contracts Held by Health
and Welfare Benefits Plans and Defined-Contribution Pension Plan", the Stable
Fund's holdings of investment contracts are generally stated at contract value
plus accrued interest because they are considered to be benefit responsive, thus
providing reasonable access to the funds by participants. If Plan management is
aware that an event has occurred that may affect the ability to recover the full
value of a contract, the contract is reported at its estimated realizable value.
Otherwise the fair value of investment contracts approximates the contract
value, including any accrued interest.
Interest and dividends earned on marketable investments are treated as
gains in appreciation of the fair value of the fund, since all income received
by the fund is reinvested in the fund and thus increases the participants' share
value.
BASIS OF PRESENTATION
The accompanying financial statements are prepared on an accrual basis in
accordance with accounting principles generally accepted in the United States of
America.
The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States of America requires the plan
administrator to make estimates and assumptions that affect reported amounts of
assets, liabilities and obligations and disclosure of contingent liabilities at
the date of the financial statements, as well as additions to and deductions
from these amounts during the reporting period. Actual results could differ from
those estimates.
(Continued)
5
WACHOVIA SAVINGS PLAN
(FORMERLY NAMED FIRST UNION CORPORATION SAVINGS PLAN)
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
NOTE 3: INVESTMENTS
Under the terms of the Plan, Wachovia Bank, National Association (the
"Trustee"), a wholly-owned subsidiary of Wachovia Corporation and a related
party-in-interest, holds the assets of the Plan in bank-administered trust
funds. Investments that represent five percent or more of the Plan's net assets
are separately identified below.
The investment contracts held by the Stable Fund have crediting interest
rates ranging from 5.16 percent to 8.00 percent and 6.01 percent to 8.00 percent
at December 31, 2001 and 2000, respectively. The average yields for the
investment contracts ranged from 5.16 percent to 8.00 percent and 6.01 percent
to 8.00 percent for the years ended December 31, 2001 and 2000, respectively.
December 31,
--------------------------------
2001 2000
--------------------------------------------------------------------------------
INVESTMENTS, AT FAIR VALUE
Marketable
Evergreen Balanced Fund $ - 149,564,674
Stable Fund 620,565,829 561,723,668
Evergreen Foundation Fund - 235,647,131
Evergreen Fund - 254,383,628
FUNB Enhanced Stock Market Fund 559,131,696 642,506,869
Wachovia Corporation Common Stock Fund 315,542,050 -
Employee Stock Ownership Plan
Wachovia Corporation common stock 801,616,719 659,598,273
Not readily marketable
Participants' loans receivable $ - 112,597,312
================================================================================
In connection with the merger of the RSPSP into the Plan at December 31,
2001, investments in certain mutual funds of the RSPSP were sold but the trades
had not yet settled at December 31, 2001, and accordingly, a receivable for the
amount sold is recorded as due from brokers for the sale of securities in the
accompanying statements of net assets available for benefits.
The appreciation (depreciation) in value of the Plan's investments (including
investments bought, sold and held during the year) is presented below.
Year Ended
December 31,
--------------
2001
--------------------------------------------------------------------------------
Evergreen U.S. Government Fund $ 6,878,802
Evergreen Balanced Fund (16,576,023)
Stable Fund 28,630,327
Evergreen Foundation Fund (22,223,510)
Evergreen Fund (46,544,880)
FUNB Enhanced Stock Market Fund (71,733,693)
Evergreen International Growth Fund (14,904,533)
Evergreen Growth Fund (9,912,771)
Wachovia Corporation common stock 119,060,670
--------------------------------------------------------------------------------
Net depreciation $ (27,325,611)
================================================================================
(Continued)
6
WACHOVIA SAVINGS PLAN
(FORMERLY NAMED FIRST UNION CORPORATION SAVINGS PLAN)
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
NOTE 4: INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Companies by a
letter dated December 20, 2000, that the Plan is qualified and the trust
established under the Plan is tax-exempt under the appropriate sections of the
Code. During 2001, the Plan was amended and restated. The Companies have not yet
received a determination letter for the amended and restated Plan. The Companies
believe that the Plan currently is designed and being operated in compliance
with the applicable requirements of the Code and that, therefore, the Plan
continues to qualify under Section 401(a) and the related trust continues to be
tax-exempt as of December 31, 2001. Therefore, no provision for income taxes has
been made in the accompanying financial statements. The Committee files an
annual information return with the Department of Labor.
Participant contributions made to the Plan must not discriminate in favor
of highly compensated employees ("HCE's"). The Plan failed the Actual Deferral
Percentage test for the plan year 2000. In order to correct this failure, excess
contributions plus earnings were returned to HCE's. Subsequent to December 31,
2000, the Plan refunded excess contributions and earnings thereon of $3,060,571
to HCE's. In addition, $1,560,962 of employer matching contributions were
forfeited, and were used to reduce future obligations of the Companies. These
amounts have been reflected in the accompanying financial statements for the
year ended December 31, 2000. The excess contributions were refunded to
participants within two and one-half months after year-end.
NOTE 5: RELATED PARTY TRANSACTIONS
The Evergreen U.S. Government Fund, the Evergreen Balanced Fund, the
Evergreen Foundation Fund, the Evergreen Fund, the Evergreen International
Growth Fund, the Evergreen Growth Fund, the Wachovia Equity Index Fund, the
Wachovia Diversified Growth Portfolio, the Wachovia Equity Fund, and the
Wachovia Money Market Fund are mutual funds managed by subsidiaries of First
Union National Bank, which was renamed Wachovia Bank, National Association on
April 1, 2002 and is a subsidiary of Wachovia Corporation. The FUNB Enhanced
Stock Market Fund is a collective investment trust managed by Wachovia Bank,
National Association. The Stable Fund investments are managed by Wachovia Bank,
National Association. The Wachovia Corporation Common Stock Fund is managed by
Wachovia Bank, National Association, and it is principally comprised of shares
of Wachovia Corporation common stock.
Wachovia Bank, National Association, a party in interest, serves as the
trustee for the Plan. In 2001, the Plan paid administrative expenses to Wachovia
Bank, National Association amounting to $2,926,743.
(Continued)
7
WACHOVIA SAVINGS PLAN
(FORMERLY NAMED FIRST UNION CORPORATION SAVINGS PLAN)
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
NOTE 6: LOANS PAYABLE
Upon the merger of the CoreStates Employee Stock Ownership and Savings Plan
into the Plan in 1999, Wachovia Bank, National Association assumed all
obligations of CoreStates Financial Corp under the loan agreement dated October
27, 1994, pursuant to which Meridian Trust Company issued to Meridian Bancorp,
Inc. its promissory note dated October 27, 1994, in the amount of $60,000,000,
with a maturity date of October 1, 2014, and bearing an interest rate of 8.85
percent. The Companies are obligated to make contributions to maintain debt
service.
The loan was originally collateralized by 3,274,816 shares of Wachovia
Corporation common stock. The loan repayment schedule is as follows:
2002 $ 2,125,803
2003 2,320,273
2004 2,532,533
2005 2,764,211
2006 3,017,082
Thereafter $36,513,100
As the Plan makes each payment of principal and interest, an appropriate
percentage of common stock will be available to fund the Companies' one percent
match in accordance with the provisions of the Plan document. If shares made
available after payment of principal are in excess of those amounts required to
fund the Companies' one percent matching contribution, those shares may be
utilized to fund the Companies' matching contribution where participants have
elected to invest in the Wachovia Corporation Common Stock Fund or in
participant contributions where participants have elected to invest in Wachovia
Corporation common stock. Shares vest fully upon allocation. Dividends on
allocated shares may be either distributed or reinvested in Wachovia Corporation
common stock at the discretion of the Companies. The Companies have elected to
reinvest the dividends.
The borrowing is collateralized by 2,660,795 unallocated shares of Wachovia
Corporation common stock at December 31, 2001, and is guaranteed by the
Companies. In 2001, 204,677 shares were released based on principal and interest
paydowns on the loan. The lender has no rights against shares once they are
allocated under the Plan. Accordingly, the financial statements of the Plan for
the year 2001 present separately the assets and liabilities and changes therein
pertaining to: (a) the accounts of employees with vested rights in allocated
stock, and (b) stock not yet allocated to employees (Unallocated).
Each participant is entitled to exercise voting rights attributable to the
shares allocated to his or her account and is notified by the Trustee prior to
the time that such rights are to be exercised. The Trustee is required to vote
all shares in the Plan, including unallocated shares, in proportion to the
response received for participants and beneficiaries with respect to stock
allocated to participant accounts.
SCHEDULE 1
Page 1
WACHOVIA SAVINGS PLAN
(FORMERLY NAMED FIRST UNION CORPORATION SAVINGS PLAN)
Schedule of Assets Held for Investment Purposes at End of Year
--------------------------------------------------------------------------------
December 31, 2001
----------------------------
Par Value
or Number Fair
Identity of Issue of Units Value
------------------------------------------------------------------------------------------------------------------
MUTUAL FUNDS
Evergreen U.S. Government Fund * 10,951,263 $ 122,379,267
Evergreen Balanced Fund * 11,560,313 122,770,525
Evergreen Foundation Fund * 11,543,100 188,498,825
Evergreen Fund * 15,757,479 195,865,466
Evergreen International Growth Fund * 10,099,987 67,871,915
Evergreen Growth Fund * 9,220,123 144,571,524
Dodge and Cox Stock Fund 540,978 54,373,745
Wachovia Equity Fund * 4,453,540 58,474,982
Wachovia Equity Index Fund * 5,825,619 122,046,719
Wachovia Money Market Fund * 149,346,978 141,757,181
American Europacific Growth Fund 610,601 16,406,842
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Total Mutual Funds 1,235,016,991
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COMMON STOCK FUNDS
Wachovia Corporation Common Stock Fund * 9,808,489 315,542,050
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COLLECTIVE INVESTMENT FUNDS
FUNB Enhanced Stock Market Fund * 7,843,114 559,131,696
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STABLE FUND *
CASH MANAGEMENT ACCOUNTS
Valiant General Fund 58,046,933 58,046,933
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CORPORATE BONDS
Chase Manhattan Corporation, 2.59%, due 1/22/02 20,000,000 20,005,800
Lehman Brothers Holdings Incorporated, 2.54%, due 2/1/02 5,000,000 5,000,950
Lehman Brothers Holdings Incorporated, 2.34%, due 2/12/02 6,000,000 6,001,020
Liberty Lighthouse US Capital Company, 2.36%, due 2/22/02 20,000,000 20,002,400
Associates Corporation of North America, 2.22%, due 5/17/02 12,000,000 12,007,560
Paine Webber Group Incorporated, 2.60%, due 11/18/02 20,000,000 20,026,800
Lehman Brothers Holdings Incorporated, 2.99%, due 4/4/03 9,000,000 9,014,220
Citigroup Holdings Incorporated, 2.93%, due 4/7/03 15,000,000 15,058,050
Morgan Stanley Dean Witter, 2.41%, due 5/5/03 15,000,000 15,001,350
Salomon, 2.20%, due 6/23/02 15,000,000 15,030,300
Household Financial Corporation, 2.16%, due 6/24/03 15,000,000 15,006,600
Restructured Assets CTFS, 2.66%, due 8/4/03 25,000,000 25,000,100
Restructured Assets CTFS, 2.35%, due 9/22/03 25,000,000 25,001,625
Countrywide Home Loans Incorporated, 2.69%, due 10/1/03 10,000,000 9,997,500
Restructured Assets CTFS, 2.48%, due 12/1/03 15,610,000 15,624,392
Citigroup Incorporated, 2.27%, due 3/9/04 10,000,000 10,004,600
Household Financial Corporation, 2.51%, due 5/28/04 10,000,000 9,994,100
Hertz Corporation, 2.55%, due 8/13/04 22,000,000 21,182,700
Restructured Assets CTFS, 2.69%, due 10/10/04 15,000,000 15,001,965
International Lease Finance Corporation, 3.78%, due 10/18/04 15,000,000 15,005,550
Credit Suisse First Boston USA Incorporated, 2.40%, due 10/25/04 25,000,000 24,987,750
(Continued)
SCHEDULE 1
Page 2
WACHOVIA SAVINGS PLAN
(FORMERLY NAMED FIRST UNION CORPORATION SAVINGS PLAN)
Schedule of Assets Held for Investment Purposes at End of Year
--------------------------------------------------------------------------------
December 31,2001
----------------------------
Par Value
or Number Fair
Identity of Issue of Units Value
------------------------------------------------------------------------------------------------------------------
PNC Funding Corporation, 2.66%, due 10/29/04 17,000,000 17,005,950
Goldman Sachs, 2.17%, due 12/15/04 10,000,000 10,000,510
NPF XII Incorporated, 2.74%, due 6/1/04 10,000,000 10,000,640
TMS Home Equity Loan, 6.90%, due 7/15/07 * 383,954 383,408
Ford Motor Credit Company, 2.56%, due 1/17/02 23,731,000 23,730,905
Bank of America Corporation, 2.20%, due 2/20/02 5,000,000 5,000,050
------------------------------------------------------------------------------------------------------------------
Total Corporate Bonds 390,076,795
------------------------------------------------------------------------------------------------------------------
INVESTMENT CONTRACTS
New York Life Insurance Company, Contract #GA31326-001, 5.16%, due 8/27/04 20,000,000 20,353,205
Monumental Life Insurance Company, Contract #ADA00198ST, 3.86%, open-ended maturity 10,991,606 11,045,669
Mass Mutual Contract, Contract #IG12738, 5.75%, open-ended maturity 512,094 541,539
Principal Life Insurance Company, Contract #4-40344-1, 7.13%, due 9/15/03 10,000,000 10,205,879
John Hancock Mutual Life Insurance Company, Contract #14478GAC, 7.62%, due 9/7/04 10,000,000 10,236,131
Canada Life Assurance Company, Contract #P46050, 7.17%, due 11/15/04 10,000,000 10,087,651
Allstate Life Insurance Company, Contract #GA6225, 7.25%, due 12/1/04 10,000,000 10,063,562
Principal Life Insurance Company, Contract #4-40344-2, 7.91%, due 2/10/05 10,000,000 10,701,312
Travelers Insurance Company, Contract #GR17599, 7.84%, due 5/5/05 10,000,000 10,506,646
Travelers Insurance Company, Contract #GR17617, 8.00%, due 8/25/05 10,000,000 10,271,400
John Hancock Mutual Life Insurance Company, Contract #15026GAC, 7.3%, due 9/1/05 10,000,000 10,232,373
Allstate Life Insurance Company, Contract #GA6298, 7.37%, due 9/1/05 10,000,000 10,234,549
John Hancock Mutual Life Insurance Company, Contract #15079GAC, 7.25%, due 11/10/05 5,000,000 5,051,075
Principal Life Insurance Company, Contract #4-40344-3, 7.25%, due 11/10/05 5,000,000 5,048,171
Pacific Life Insurance Company, Contract #G2618802, 6.27%, due 6/30/06 10,000,000 10,304,441
Metlife, Contract #0025204, variable rate, due 1/1/2099 23,112,051 23,248,684
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Total Investment Contracts 168,132,287
------------------------------------------------------------------------------------------------------------------
Accrued receivable on assets of the stable fund 4,309,814
------------------------------------------------------------------------------------------------------------------
Total Stable Fund 620,565,829
------------------------------------------------------------------------------------------------------------------
EMPLOYEE STOCK OWNERSHIP PLAN
Wachovia Corporation common stock *
Allocated 22,900,962 718,174,174
Unallocated (a) 2,660,795 83,442,545
Valiant General Fund - Cash Management Account
Allocated 37,664,400 37,664,400
Unallocated (b) 643,666 643,666
------------------------------------------------------------------------------------------------------------------
Total Employee Stock Ownership Plan 839,924,785
------------------------------------------------------------------------------------------------------------------
Participants' loans receivable, various maturities, rates from 4.75% to 11.50% * 139,075,878
------------------------------------------------------------------------------------------------------------------
Total investments $ 3,709,257,229
==================================================================================================================
* Party-in-Interest.
(a) Cost of plan assets for this nonparticipant-directed investment is
$39,251,429.
(b) Cost of plan assets for this nonparticipant-directed plan is $643,074.
See accompanying independent auditors' report.
SIGNATURES
________________________________________________________________________________
Pursuant to the requirements of the Securities Exchange Act of 1934, the
plan administrator has duly caused this annual report to be signed on its behalf
by the undersigned hereunto duly authorized.
WACHOVIA SAVINGS PLAN
(FORMERLY NAMED FIRST UNION CORPORATION SAVINGS PLAN)
/s/ BENJAMIN J. JOLLEY
---------------------------
Benjamin J. Jolley
Senior Vice President
June 13, 2002
EXHIBIT INDEX
________________________________________________________________________________
Exhibit No. Description Location
(23) Independent Auditors' Consent Filed herewith