Analyst Databook 200..

Presentation to Carnegie Mellon UniversitySeptember 2003

University | Wachovia Securities Corporate & Investment Banking2

I. Overview

II. Corporate & Investment Banking Platform

III. Corporate & Investment Banking Product Expertise

IV. Analyst Career Opportunities

V. Why Wachovia Securities?

VI. Recruiting Process

Appendix

Table of Contents

"Wachovia Securities" is the trade name for the corporate and investment banking services of Wachovia Corporation and its subsidiaries. Debt and equity underwriting, trading, research and sales, loan syndications agent services, and corporate finance and M&A advisory services are offered by Wachovia Securities, Inc., member NASD, NYSE and SIPC. Mezzanine capital, private equity, municipal securities trading and sales, cash management, credit, international, leasing and risk management products and services are offered by various non-broker dealer subsidiaries of Wachovia Corporation.

Overview


Industry Trends

Overview

WHAT WILL DETERMINE SUCCESS IN THIS NEW

ENVIRONMENT?

IMPORTANCE OF CAPITAL AND BALANCE SHEET STRENGTH

CONSOLIDATION / ATTRITION

CONVERGENCE OF CORPORATE AND INVESTMENT BANKING

CROSS SELLING OF BROAD PRODUCT CAPABILTIES

CREATION OF NEW MARKETS AND FINANCIAL INSTRUMENTS

EMERGENCE OF NEW CLASSES OF INSTITUTIONAL INVESTORS


Wachovia Corporation - Superior Market Share and Distribution Powerhouse

Management: G. Kennedy ThompsonChairman, President & CEO

Headquarters: Charlotte, North Carolina

U.S. Rankings: Largest deposit share on East Coast; 3rd largest share in U.S.

2nd largest cash management provider

3rd largest branch network

3rd largest brokerage firm

5th largest in assets

Total Assets: $348 Billion

Loans: $164 Billion

Deposits: $196 Billion

Customers: 20 million

Employees: Over 80,000

As of March 31, 2003

Overview

Market Capitalization of Banks

Dollars in Billions

Citigroup (C) 229.4$ Bank of America (BAC) 121.7Wells Fargo (WFC) 84.4J.P. Morgan Chase (JPM) 67.4Wachovia (WB) 57.5Morgan Stanley Dean Witter (MWD) 53.1Merrill Lynch (MER) 48.1US Bancorp (USB) 45.9Bank One (ONE) 45.2Goldman Sachs (GS) 40.7FleetBoston Financial (FBF) 31.6Bank of New York (BK) 22.6SunTrust (STI) 16.7Lehman Brothers (LEH) 15.5Bear, Stearns & Co. (BSC) 6.9

University | Wachovia Securities Corporate & Investment Banking6 Source: Bloomberg.

• One of the largest full-service institutions in the financial services industry.• #1 stock performer in the financial services industry since 2002.

Wachovia Corporation

Note: As of 8/8/03.

37.9%

27.9%

17.1% 15.6% 15.0%

1.3%

-2.2% -2.9% -4.3% -6.9% -9.6%-13.5% -13.7%

-16.8%

-29.3%-40%

-30%

-20%

-10%

0%

10%

20%

30%

40%

50%

WB BAC BSC USB WFC ONE LEH MER STI GS JPM C MWD FBF BK

Overview

2002 to YTD Stock Price Performance of Selected Financial Institutions


Strong Investment Banking Momentum

• In a trying two year period for Wall Street, Wachovia Securities dramatically improved its relative positioning in all major capital markets sectors.

$0

$5

$10

$15

$20

2000 2002

$5.9

$18.1

EQUITYEQUITYEQUITYEQUITY

$50

$100$125$150$175$200

Wachovia Securities Wall Street

206%(46%

)

CONVERTSCONVERTSCONVERTSCONVERTS

$0

$2

$4

$6

$8

$10

$1.1

$5.6

$0

$20

$40

$60

$80

$100

410%

(11%)

INVESTMENT GRADEINVESTMENT GRADEINVESTMENT GRADEINVESTMENT GRADE

$0

$25

$50$75

$100

$125

$31.4

$113.0

$0

$200

$400

$600

$800

(12%)

Wachovia Securities

HIGH YIELDHIGH YIELDHIGH YIELDHIGH YIELD

$0

$10

$15

$20

$5.5

$14.6167%

Wachovia Securities

Wachovia Securities

*Note: Y axis indicates dollar volume and the numbers within bars are number of deals. Data above bars is dollar volume in billions.

32

54

535

82517

4

141 119

3892,736

88

2,684 26114846

11

$53.8$60.7

$181.6

$98.2

$51.3

$66.6

$546.0

$623.0

$75

$5

$0

$40

$60

$80

$20

Wall Street

Wall Street

Wall Street

2000 2002 2000 2002 2000 2002

2000 2002

260%

2000 2002 2000 2002 2000 2002

30%

Overview of Wachovia Securities


Corporate & Investment Banking

• Mid-capitalization client focus.

• Broad product and distribution capabilities.

• Large capital base.

• Fully integrated business model.

• Business model built for success in the new age of corporate and investment banking.

Overview

Corporate & Investment Banking Platform


Wachovia’s Corporate & Investment Banking Platform


GeneralGeneralBankBank

Corporate &Corporate &InvestmentInvestment

BankingBanking

CapitalCapitalManagementManagement

WealthWealthManagementManagement

Mergers &Mergers &AcquisitionsAcquisitions

ConvertibleConvertibleSecuritiesSecurities

PublicPublicEquityEquity

CashCashManagementManagement

Fixed IncomeFixed IncomeSales & Sales & TradingTrading

Asset Asset Backed Backed FinanceFinance

DerivativesDerivativesAssetAssetBasedBased

LendingLending

InvestmentInvestmentGradeGradeDebtDebt

SeniorSeniorDebtDebt

LoanLoanSyndicationsSyndications

PrincipalPrincipal InvestingInvesting

HighHighYieldYieldDebtDebt

PrivatePrivatePlacementsPlacements

CIB OriginationCIB Origination


Convertible 2002

Rank Manager Number1 Salomon Smith Barney 482 Banc of America Securities 383 JP Morgan 373 Merrill Lynch 375 Credit Suisse First Boston 326 Goldman Sachs 257 Lehman Brothers 218 Morgan Stanley 199 Wachovia Securities 17

10 BANK ONE 1511 UBS Warburg 1412 ABN AMRO 1112 Deutsche Bank 1114 Bear Stearns 1014 Scotia Capital 10

Leading Capital Markets Capabilities

Mergers & Acquisitions 2002 (<$250MM)

Rank Manager Number1 Houlihan Lokey Howard & Zukin 502 Credit Suisse First Boston 473 JP Morgan 314 Salomon Smith Barney 245 Lehman Brothers 236 Grant Thornton LLP 227 RBC Capital Markets 187 Goldman Sachs 189 Wachovia Securities 179 Daniels & Associates 17

11 CIBC World Markets 1511 Banc of America Securities 1511 Merrill Lynch 1511 Morgan Stanley 1511 FleetBoston 15

Investment Grade Debt 2002 Mergers & Acquisitions 2002 (<$250MM)

Rank Manager Number1 Bank of America 10412 Salomon Smith Barney 6453 Merrill Lynch 5494 JP Morgan 5415 Wachovia Securities 3896 ABN AMRO 3207 UBS Warburg 3118 Morgan Stanley 3049 Lehman Brothers 286

10 BANK ONE 28511 Credit Suisse First Boston 27612 Deutsche Bank 22313 Goldman Sachs 20314 Barclays Capital 17415 BNP Paribas 143

Leveraged Loan Syndications 2002 High Yield 2002

Rank Lead Arranger Number1 Bank of America 3922 JP Morgan 1923 BANK ONE 1054 Wachovia Securities 994 FleetBoston 996 Wells Fargo 747 General Electric Capital Corp. 708 Deutsche Bank 699 ABN AMRO 64

10 Citigroup 6211 Credit Suisse First Boston 4712 Lehman Brothers 2613 Goldman Sachs 1914 UBS Warburg 1815 TD Securities 13

Public Equity 2002 Investment Grade Debt 2002

Rank Manager Number1 Credit Suisse First Boston 1192 Salomon Smith Barney 1093 UBS Warburg 1064 Merrill Lynch 1005 JP Morgan 815 Banc of America Securities 817 Morgan Stanley 788 Goldman Sachs 769 Lehman Brothers 74

10 Bear Stearns 6111 Wachovia Securities 5412 Deutsche Bank 5313 CIBC World Markets 4914 A.G. Edwards 4415 Raymond James 40

High Yield 2002 Convertible 2002

Rank Manager Number1 JP Morgan 872 Credit Suisse First Boston 823 Deutsche Bank 784 Banc of America Securities 735 Salomon Smith Barney 656 Wachovia Securities 477 Lehman Brothers 388 UBS Warburg 369 Morgan Stanley 28

10 BANK ONE 2611 Bear Stearns 2511 Goldman Sachs 2513 Merrill Lynch 2414 CIBC World Markets 2315 Dresdner Kleinwort Wasserstein 11



Comprehensive Product Capabilities

PRINCIPALINVESTING

• 7th for domestic high yield

• 62 investment grade debt offerings in 2002; raising over $31 billion. Ranked 7th in Q1 2003

• Leading provider of interest rate, currency and equity derivatives

FIXED INCOMEM&A

ADVISORYDEBT PRIVATEPLACEMENTS

EQUITY CAPITAL MARKETS

ASSET BACKED FINANCE

LOANSYNDICATIONS

WACHOVIACorporate & Investment Banking

Idea GenerationCapital Raising

TREASURY SERVICES

• 2nd largest cash management provider

• One of the nation’s largest lockbox networks (#2 retail and #3 wholesale)

• Ranked in the top two providers in eight of 11 product categories by Ernst & Young, top four providers in all 11

• 1st in trade receivable transactions

• 3rd largest bank owned leasing company in U.S.

• 4th in trade receivable commitments

• 9th largest leasing company in U.S.

• Total commitments in excess of $7 billion for 2003

Capital Finance

• 1st in 1997-1Q 2003 as lead manager for public equipment-backed issues

• 12th in volume of public and private issuances for 1Q 2003, $4.5B issued

• 1st in SBA 7(a), conventional, and middle market commercial loan issuance 2000-1Q 2003

• Rank in the top 3 in third party home equity securitization

• Direct investments of more than $2.5B in over 200 companies since 1988

• Fund commitments of more than $2B in over 200 funds

• 13th in equity underwriting for Q1 2003

• Managed 6 deals in Q1 2003, raising over $743M

• Combination with Prudential creates 3rd largest retail brokerage firm in the U.S. with over $537B in client assets

• Integrated managed offering, restricted block trading and corporate finance services team

As of March 31, 2003

• 4th in traditional private placements transactions for 2002 (#issues)

• 11 traditional private placement transactions completed in 2002, raising over $1 billion in proceeds

• Providing senior debt, synthetic leases, credit tenant leases and investment and non-investment grade transactions

• 7th in leveraged lead arranged transactions and 5th in investment grade lead arranged transactions in Q1 2003

• 72 agent only transactions for $26.5 B (#5) in Q1 2003

• Ranked 7th in Institutional lead arranged transactions in Q1 2003

• Over 360 transactions completed since 1996

• Leading M&A advisor serving growing companies since 1975

• Sellside, buyside, strategic financial advisory, takeover defense and special committee presentation experience

Middle Market Companies



Integrated Corporate & Investment Banking Coverage Model


Consumer & Retail

Consumer & Retail

HealthcareHealthcare

Defense & Aerospace

Defense & Aerospace Energy & PowerEnergy & Power Financial

Institutions

Financial Institutions

Industrial GrowthIndustrial Growth

Real EstateReal Estate

InternationalInternational IT & Business Services

IT & Business Services

Media & Communications

Media & Communications

Strategic Advisory Group

Strategic Advisory Group TechnologyTechnology

Public EquityPublic Equity Loan Syndications

Loan SyndicationsHigh Yield DebtHigh Yield DebtMergers &

Acquisitions

Mergers & Acquisitions

Congress Financial

Congress Financial

Cash Management

Cash Management

Wealth Management

Wealth Management

Asset Securitization

Asset Securitization

Investment Grade Debt


Private Placements

Private Placements

Convertible Securities

Convertible Securities

Asset Based Lending

Asset Based Lending

Derivative Securities

Derivative Securities

LeasingLeasingAsset Based

Conduit Finance

Asset Based Conduit Finance

Corporate & Investment Banking Product Expertise


• Interest Rate Products:– $300 million of revenues/80 employees.– 4th largest swap and 4th largest OTC

Option portfolios among all U.S. Commercial Banks as of 12/31/02.

– Based on customer sources, #2 in Mortgage options over the past 3 ½ years with trading volume between $120 to 180 billion annually (no published numbers).

• Credit Products:– $300 million of revenues/184

employees. – High Yield:

> Lead or co-manager in 20% of deals done in market in 2002 and 2003.

> #6 in High Yield Domestic Deals issuance.

– High Grade:> Lead manager on 40 deals raising

$12.2 billion in 2002.> #5 in High Grade (# of deals).


Fixed Income

• Structured Products:– $650 million of revenues/490

employees.– Structured Credit Products:

> #3 in overall CDO issuance and #1 in RE CDO issuance in 2002.

> #1 in Middle Market CLO issuance in 2002.

– Commercial ABS Finance:> #1 in equipment ABS issuance by

the 1997-2002 total volume. – Real Estate Capital Markets:

> #8 in Floating Rate Loan Issuance , #1 in Commercial RE Lending.

> #2 Commercial Mortgage Loan Contributor to CMBS deals, # 8 Mortgage Loan Contributor to domestic deals, # 8 US CMBS Bookrunner.

• Non-Dollar Products:– $120 million of revenues/50

employees.– Offer 24 hour trading and marketing

with an extensive coverage in spot, forward, option, interest rate swaps and options, with customized solutions.


Equity

• 327 experienced professionals focused exclusively on growing, dynamic companies driving industry change.

• Proven managed offering underwriter.– Revenue up 25%, Wall Street down 30% in

2002.– 15 year institutional relationships.– Wall Street leading retail stock retention.– Consistent after-market trading support.

• 32 senior research analysts covering over 350 companies (average analyst covers 10-12 companies).

• Franchise approach to coverage vs. “I.I.” model.

• 43 equity salespeople covering over 600 accounts in the U.S. and Europe.

• Recently completed Prudential combination creates the third largest retail brokerage firm in the U.S.

• Integrated managed offering, restricted block trading and corporate finance services team dedicated to designing optimal client solutions.


Strong Momentum in a Difficult Market

Experienced Leadership

($ in Millions)

2000 2001 2002Number of Offerings

Wachovia Offerings 32 61 54

Total Wall Street Offerings 806 542 485

Wachovia Market Share 4.0% 11.3% 11.1%

Dollar Volume

Wachovia Offerings $6,238.7 $16,461.6 $17,010.8

Total Wall Street Offerings $180,919.4 $116,502.6 $89,414.9

Wachovia Market Share 3.4% 14.1% 19.0%

Co-Head Research 12

Years ofName Head Titles Former Position Experience

Mickey Misera Equity Group Head of Trading at Alex. Brown 21Mike Cummings ECM Desk Head of Equity Origination at WFS 10Clinton Daly Institutional SalesHead of Inst. Sales at Alex. Brown 21Mike Murphy Coverage TradingEquity Trader at Alex. Brown 31Chris Bartlett OTC Trading Top OTC Trader at Alex. Brown 18Jim Whelen Listed Trading Listed Trader at Alex. Brown 16Billy Nolan Equity MarketingInst. Salesman at Alex. Brown 10Anthony Gallo Co-Head ResearchI.I. Analyst at Alex. Brown 10Todd Wickwire Inst. Salesman at Alex. Brown


High Yield


High Yield League TableFull Credit to Each Manager - Domestic Deals

2002

Number of ProceedsRank Institution Issues (in millions)

1 JP Morgan 87 25,293$ 2 CSFB 82 19,583 3 Deutsche Bank 78 21,939 4 Banc of America 73 23,356 5 Salomon Smith Barney 65 21,824 6 Wachovia Securities 46 14,645 7 Lehman Brothers 38 10,010 8 UBS Warburg 36 10,117 9 Morgan Stanley 28 8,508 10 Goldman Sachs 25 8,406

Note: Ranks underwriters with book-managed deals; multi-tranche deals counted once.Source: Wachovia Securities

$22.2

$14.6

$12.1

$5.4

$0.0

$6.0

$12.0

$18.0

$24.0

2000#11

2001#8

2002#6

YTD '03 Ann.

Wac

hovia

Volu

me

($'s in

Billio

ns)

League Table

Growth In Market Share

• Superior execution:– Involved as lead or co-manager in 20%

of deals done in market in 2002 and 2003.

– Since 1996:> No deal priced outside of price talk.> No failed or pulled transactions.> 4th best default record as

measured by Bondweek.

• Over $1 billion of capital committed to trading desk.

• Significant momentum:– Wachovia’s high yield new issuance

increased by 21% in 2002 in the face of a market that was down 26%.


Loan Syndications

• Consistently ranked as a top 5 Lead Arranger in every broad market category.

• Successfully executed over 700 transactions since 1998, raising in excess of $115 billion.

• The Syndications group includes over 140 professionals dedicated to leading market knowledge and superior transaction execution in the syndicated loan market, including origination, underwriting, syndicate, sales, trading, agency management and market research.

• Proven, award-winning ability to structure and execute a diverse array of syndicated loans, from working capital facilities to highly structured, complex leveraged buyouts.

– Recipient of International Finance Review’s “U.S. Leveraged Loan of the Year” award two years running:

> $2.7 billion acquisition financing for Suiza Food’s purchase of Dean Foods in 2001.> $1.49 billion leveraged loan associated with the Qwest-Dex East portion of the total $7.05

billion leveraged buyout of Qwest’s yellow pages assets by The Carlyle Group and Welsh, Carson, Anderson & Stowe in 2002.

• Exceptional distribution capabilities via our Sales and Trading professionals, who maintain strong relationships with over 300 investors.

• Top-rated par loan trading desk to provide secondary market support and market color to our investors. Our par loan trading team executed over $3.5 billion in total trading volume during 2002.

• Research professionals dedicated to identifying and analyzing trends in the syndicated loan market to provide insight and commentary to our issuers and investors.



Mergers & Acquisitions

• Market Performance– The anticipated recovery in M&A activity has yet to arrive ...although a surge in

activity in the first few weeks of July is hopeful.– M&A volume in the first six months of 2003 showed little in the way of a renewed

fervor to buy companies, shed divisions or consolidate operations in the same manner that had occurred in the late 1990’s.

– First Half 2003 domestic M&A activity decreased 17% from a year ago, while worldwide activity decreased 6%. Based on current trends, US M&A dollar volume this year is on track to finish below 2002’s announced total of $439.4 billion, and would mark the third straight year of declining volume.

– Despite the statistics, there is a strong view among PEGs that deal flow has increased significantly in the past six weeks. Combined with the recent lift in announced deal activity, M&A volumes should show some increases in the second half.

• Wachovia Impact– Despite a declining market, Wachovia Securities’ gained significant market share

with announced deal volume more than doubling ($1.7B to $4.9B) in the first half of 2003.



• Asset Backed Lending:– Bank asset-based lending presence

since 1972.– Total commitments in excess of $3.5

billion.– Active relationships with over 190

clients nationwide.– Staff of 140 professionals with

specialists in the areas of:> Collateral evaluation & Monitoring> Underwriters> Field examination> Portfolio management> Origination & Structuring

• Asset Backed Conduit Program:– As of May 15, 2003, ranked 4th in Trade

Receivable Commitments.– 1st in net Trade Receivable

Transactions for the period January 15, 2000 to May 15, 2003.

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

– 2 warehouse vehicles: Variable Funding Capital Corp. (“VFCC”) and Blue Ridge. As of May 15, 2003, Blue Ridge held approximately:

> 56 deals.> $6.6 billion in commercial paper

purchase limits; and > $3.1 billion in commercial paper

outstanding.


Capital Finance• Leasing:

– 3rd largest bank owned leasing company in U.S..

– 9th largest leasing company in U.S..– $14 billion in lease receivables.– Projected to complete more than $2.5

billion in equipment cost by FYE 2003.– Since 1994, completed more than $30

billion in transactions.– Awarded “Deal of the Year” by Asset

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

• Congress Financial:– Began more than 50 years as a family

owned business> Owned by Core States for 30 years.> Integrated within Wachovia in 1988.

– Offices throughout U.S., Canada, and the United Kingdom including New York, NY, Montreal, Quebec and London, England..

– Projected to complete more than 100 new transactions by FYE 2003.

Analyst Career Opportunities



• Wachovia Securities is looking to hire over 130 analysts for the class of 2004 to work across a broad range of industries and product groups, including:

– Capital Finance Analyst:

Provides hands on training in structuring financial solutions for companies involved in leveraged and management buyouts, refinancing of bank debt or comprehensive debt restructuring, and the acquisition of large equipment.

– Credit Capital Markets Analyst:

Responsible for the active management of the return, diversity, and quality of Wachovia's overall corporate banking loan portfolio, while also serving as the primary contact point for clients, participant lenders, and agent banks on a wide range of issues or needs related to credit and capital commitments provided by Wachovia to individual client relationships.

– Fixed Income Analyst: Provides fixed income products and risk management solutions including Interest Rate Products, Non-Dollar Products, Credit Products, and Structured Products through origination, asset management, sales, trading, and research.

– Investment Banking Analyst: > Corporate Finance - Deliver proprietary ideas and advisory services to priority corporate clients.

Work closely with all product groups to originate and execute certain investment banking products (high yield, equity, M&A, etc.).

> Loan Syndications - Execute, structure, and market all senior debt and high yield products > M&A - Execute buyside, sellside, and advisory assignments in a variety of industries and assist in

relationship management for key financial sponsor clients.



Capital Finance


• Wachovia Capital Finance offers alternative financing solutions for clients generally not suited to traditional bank approaches. These solutions include asset-based lending, leasing, and rail services; all of which are tailored to meet any financing objective.

• Capital Finance works to maximize a client’s borrowing capacity through leveraging its business assets such as account receivables, inventories, machinery and equipment, real estate and certain intangibles.

• Assist in underwriting, deal execution, and business planning activities

• Participate in client meetings, due diligence and other client interactions.

• Model financial projections, structure senior loans and perform on-going administration.

Group Overview

Analyst Responsibilities


Credit Capital Markets


• The Portfolio Management team has responsibility for the borrowing/credit relationships of the corporate banking clients. In its role, the various 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

• Prepare primary assessments of and recommendations on client borrowing requests, as well as secondary market debt trading opportunities.

• Perform transaction valuation analysis and prepare financial models. • Monitor and prepare summary updates on changing trends in the respective industries

and financial markets in which Wachovia’s clients operate. • Participate in due diligence activities, client interactions, and market trading activity

assessment in conjunction with senior bankers and credit officers.

Group Overview



Fixed Income – Interest Rate Products & Non-Dollar Products


• Support marketers and traders by:– Structuring and executing client transactions.– Preparing marketing materials including pitch books, analytical graphs, and capital

structure analysis.– Providing market data and pricing indications on a daily basis to bank clients.– Coordinating with Relationship Managers and Credit Officers to facilitate the closing

of transactions.– Researching company financial disclosures for immediate opportunities and new

business.

• Interest Rate Products:– Specialized structuring teams focused on institutional, corporate, commercial, and

tax-exempt hedging needs with experienced professionals in each of these unique disciplines.

– Analyzes and implements strategies in cost-effective ways that are responsive to changing market conditions through specific marketing and trading efforts.

• Non-Dollar Products:– Offers a full range of products and services designed to help corporations and

investors manage their foreign currency exposure. – Emphasizes a consultative approach to solve the global risk management needs of

clients including global debt strategy, foreign interest rate management, and currency hedging.

Group Overview




Fixed Income – Credit Products & Structured Products

• Perform analysis of various ABS assets.• Assist in the creation of pitches, proposals, and marketing materials.• Participate in client meetings. • Gain understanding of fixed income markets and operational support of traders.• Acquire Series 7 and Series 63 licenses

• Credit Products:– Focused group specializing in corporate bond origination, sales and trading, high

yield origination, sales and trading, municipal securities origination, sales and trading, money market trading and research.

– Credit research focused on industry reports and issuer profiles.

• Structured Products:– Group of over 500 professionals engaged in origination, asset management, sales

and trading of structured products in the areas of commercial mortgage backed securities, residential mortgage and consumer ABS, commercial ABS, and CDOs.

Group Overview



Investment Banking - Corporate Finance


• The Corporate Finance Group is the 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, loan syndications, convertible debt, etc.

– Bankers within Corporate Finance are assigned to a specific industry group (see page.11) and maintain active dialog with their priority clients in those sectors.

• Perform valuation and credit analysis through sophisticated 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.

Group Overview



Investment Banking - Origination & Execution


• Assist in the origination, structuring, execution and servicing of Loan Syndications and High Yield debt offerings for all corporate customers and private equity groups in certain industries for acquisitions, recapitalizations, LBOs and growth financings.

• Serve as senior “deal manager” to execute all senior debt underwriting, due diligence, and marketing documents and materials, and manage internal credit and pricing approval processes.

• Prepare offering memorandums, lender, rating agency and roadshow materials for debt offerings.

• Perform valuation analysis and develop financial models.• Research comparable transactions and perform relative value analysis to determine

pricing for securities.• Participate in client meetings, due diligence visits and other client interactions.

Group Overview



Investment Banking - M&A/Financial Sponsors

• The Mergers & Acquisitions/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 and Associates in M&A are generalists and work on transactions in a broad range of industries.


Group Overview


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

• 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.


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 equity firms and graduate schools.


Private Equity Groups Graduate Schools

Advent International J.H. Whitney Dartmouth College - Tuck

Apollo Management Quad-C Duke University - Fuqua

Bruckmann, Rosser, Sherrill Olympus Partners Harvard Business School

Carousel Partners 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

Why Wachovia Securities?


The Analyst Experience

• Wall Street caliber experience.

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

• 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.

Why Wachovia Securities?


What this means for you

• 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.

• The Analyst is the primary analytical support for corporate and investment bankers in the design and origination of corporate and investment banking transactions.

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

• The Analyst provides these services as part of a team consisting of Associates, Vice Presidents, and Managing Directors.

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

• 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.

• Opportunities exist within the following lines of business: Investment Banking (includes Corporate Finance, M&A/Financial Sponsors Group, and Loan Syndications), Credit Capital Markets, Capital Finance, and Fixed Income Division(includes Credit Products, Interest Rate Products, Non-Dollar Products, and Structured Products).

Recruiting Process


Recruiting Process

ON CAMPUS INTERVIEWS

SUPER SATURDAY

Charlotte, North Carolina

Friday Evening: Presentation & Dinner

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

Follow-up: Extension of final offers

SELECTION OF FINAL CANDIDATES


CONTACT INFORMATIONSchool Captains:

Barbara Hall

Loan Syndications

[email protected]

Brian Grabenstein

Fixed Income, Structured Products

[email protected]

Ernie May

Credit Capital Markets, Agency Management

[email protected]

Recruiting Information

CAMPUS DATESCampus Interviews: October 8, 2003

Super Saturdays: October 25, 2003 November 1, 2003

November 15, 2003

November 22, 2003 December 6, 2003

College Recruiting Contact:

Melissa HunterCIB Analyst Recruiter

[email protected]

Appendix


APPENDIX

Selected Closed Transactions

Follow-OnOffering

Initial Public

Offering

ConvertibleDebt

Asset Securitizati

on

EquityDerivatives

Initial Public

Offering

Loan Syndications

High Yield Capital Manageme

nt

Loan Syndication

s

Follow-OnOffering

Asset Securitizati

on

Initial Public

Offering

SeniorNotes

CurrencyDerivatives


APPENDIX


CapitalManageme

nt

LoanSyndication

s

LoanSyndication

s

LoanSyndication

s

ConvertibleNotes

InvestmentGrade Debt

ConvertibleSecurities

AssetSecuritizati

on

Loan Syndication

s

AssetSecuritizati

on

SeniorNotes

Initial Public

Offering

Loan Syndications


LoanSyndication

s


APPENDIX


Follow-OnOffering

Follow-OnOffering

Follow-OnOffering

Mergers & Acquisition

s

Loan Syndications

LoanSyndication

s

Mergers & Acquisitons

Loan Syndications

Loan Syndications

Fixed Income

Derivatives

SeniorNotes

SeniorNotes

SeniorNotes

Asset-Based

Lending

Loan Syndications


APPENDIX


AssetSecuritizati

on

Asset-Based

Lending


CashManageme

nt

Follow-On Equity

Offering

Fixed Income

Derivatives

International Cash

Management

LoanSyndication

s

LoanSyndication

s

ConvertibleSecurities

Initial Public

Offering

High Yield &Loan

Syndications

Initial Public

Offering

LoanSyndication

s

Loan Syndication

s


APPENDIX


Asset Backed Lending

Asset Based

Lending



Leasing Leasing Leasing

Congress Financial

Asset Backed Conduit Finance

Asset BackedConduit Finance

Congress Financial Congress Financial




Analyst Databook 200..

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