8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 16, 2002

WACHOVIA CORPORATION

(Exact name of registrant as specified in its charter)

North Carolina	1-10000	56-0898180
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Wachovia Center Charlotte, North Carolina	28288-0013
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (704) 374-6565

(Former name or former address, if changed since last report.)

Item 5.    Other Events.

On October 16, 2002, Wachovia Corporation (“Wachovia”) issued a news release announcing its financial results for the third quarter ended September 30, 2002 (the “News Release”). The News Release is attached as Exhibit 99(a) to this report and is incorporated into this Item 5 by reference.

Item 7.    Financial Statements and Exhibits.

(c)  Exhibits.

99	(a)	The News Release.
99	(b)	The Quarterly Earnings Report (as defined below).

Item 9.    Regulation FD Disclosure.

On October 16, 2002, in connection with Wachovia’s issuance of the News Release, Wachovia released its Third Quarter 2002 Quarterly Earnings Report (the “Quarterly Earnings Report”), which includes certain additional historical and forward-looking financial information relating to Wachovia. In addition, on October 16, 2002, Wachovia intends to hold a conference call/webcast to discuss the News Release and the Quarterly Earnings Report. The Quarterly Earnings Report is attached as Exhibit 99(b) to this report and is incorporated into this Item 9 by reference.

* * *

This Current Report on Form 8-K (including information included or incorporated by reference herein) may contain, among other things, certain forward-looking statements with respect to Wachovia, as well as the goals, plans, objectives, intentions, expectations, financial condition, results of operations, future performance and business of Wachovia, including, without limitation, (i) statements relating to certain of Wachovia’s goals and expectations with respect to earnings, earnings per share, revenue, expenses, and the growth rate in such items, as well as other measures of economic performance, including statements relating to estimates of credit quality trends, and (ii) statements preceded by, followed by or that include the words “may”, “could”, “would”, “should”, “believes”, “expects”, “anticipates”, “estimates”, “intends”, “plans”, “targets”, “probably”, “potentially”, “projects”, “outlook” or similar expressions. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond Wachovia’s control). The following factors, among others, could cause Wachovia’s financial performance to differ materially from the goals, plans, objectives, intentions and expectations expressed in such forward-looking statements: (1) the risk that the businesses of former First Union Corporation and former Wachovia Corporation in connection with their merger (the “Merger”) will not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; (2) expected revenue synergies and cost savings from the Merger may not be fully realized or realized within the expected time frame; (3) revenues following the Merger may be lower than expected; (4) deposit

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attrition, operating costs, customer loss and business disruption following the Merger, including, without limitation, difficulties in maintaining relationships with employees, may be greater than expected; (5) the strength of the United States economy in general and the strength of the local economies in which Wachovia conducts operations may be different than expected resulting in, among other things, a deterioration in credit quality or a reduced demand for credit, including the resultant effect on Wachovia’s loan portfolio and allowance for loan losses; (6) the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System; (7) inflation, interest rate, market and monetary fluctuations; (8) adverse conditions in the stock market, the public debt market and other capital markets (including changes in interest rate conditions) and the impact of such conditions on Wachovia’s capital markets and capital management activities, including, without limitation, its mergers and acquisition advisory business, equity and debt underwriting activities, private equity investment activities, derivative securities activities, investment and wealth management advisory businesses, and brokerage activities; (9) the timely development of competitive new products and services and the acceptance of these products and services by new and existing customers; (10) the willingness of customers to accept third party products marketed by Wachovia; (11) the willingness of customers to substitute competitors’ products and services for Wachovia’s products and services and vice versa; (12) the impact of changes in financial services’ laws and regulations (including laws concerning taxes, banking, securities and insurance); (13) technological changes; (14) changes in consumer spending and saving habits; (15) the effect of corporate restructurings, acquisitions and/or dispositions, including, without limitation, the Merger, and the actual restructuring and other charges related thereto; (16) the growth and profitability of Wachovia’s noninterest or fee income being less than expected; (17) unanticipated regulatory or judicial proceedings; (18) the impact of changes in accounting policies by the Securities and Exchange Commission; (19) adverse changes in the financial performance and/or condition of Wachovia’s borrowers which could impact the repayment of such borrowers’ outstanding loans; (20) the impact on Wachovia’s businesses, as well as on the risks set forth above, of various domestic or international military or terrorist activities or conflicts; and (21) the success of Wachovia at managing the risks involved in the foregoing. Additional information with respect to factors that may cause actual results to differ materially from those contemplated by such forward-looking statements is included in the reports filed by Wachovia with the Securities and Exchange Commission.

Wachovia cautions that the foregoing list of factors is not exclusive. All subsequent written and oral forward-looking statements concerning Wachovia or other matters and attributable to Wachovia or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. Wachovia does not undertake any obligation to update any forward-looking statement, whether written or oral, relating to the matters discussed in this Current Report on Form 8-K.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WACHOVIA CORPORATION
By:	/s/    ROBERT P. KELLY
Name: Title:	Robert P. Kelly Senior Executive Vice President and Chief Financial Officer

Date: October 16, 2002

4

EXHIBIT INDEX

Exhibit No.	Description
99(a)	The News Release.
99(b)	The Quarterly Earnings Report.

5

EX-99.A

Media Contacts: Mary Eshet 704-383-7777 Christy Phillips 704-383-8178	Exhibit 99(a) Wachovia
Investor Contacts: Alice Lehman 704-374-4139 Ellen Taylor 704-383-1381

[LOGO]	Press Release October 16, 2002
	WACHOVIA REPORTS 3RD QUARTER NET INCOME OF 66 CENTS PER SHARE; 71 CENTS OF OPERATING EARNINGS

3rd QUARTER 2002 HIGHLIGHTS

• Reported net income of $913 million or 66 cents per share; operating earnings of $983 million or 71 cents.

• Substantially reduced tax provision fully offset by risk reduction strategies.

• Customer satisfaction scores improved for 14th consecutive quarter.

• Merger integration continued to progress well.

• General Bank deposit, loan and investment sales showed continued strength.

• Nonperforming assets, including loans held for sale, declined 2 percent.

• Tier 1 capital ratio improved to 8.10 percent.

Earnings Highlights

	Three Months Ended
	September 30, 2002			June 30, 2002(d)	September 30, 2001
					Not restated*
	(In millions, except per share data)
Earnings
Net income (loss) available to common stockholders (GAAP)	$	913		849	(334	)
Diluted earnings per common share (GAAP)		0.66		0.62	(0.31	)
Operating earnings(a)		983		944	298
Diluted earnings per common share (Operating earnings)	$	0.71		0.68	0.27
Financial ratios (Operating earnings)
Return on average common stockholders’ equity		12.44	%	12.72	5.77
Overhead efficiency ratio		64.33		60.19	76.74
Net interest margin		3.93		3.96	3.58
Fee and other income as % of total revenue		42.86	%	45.63	34.42
Cash operating earnings(b)
Net income	$	1,081		1,047	395
Diluted earnings per common share	$	0.78		0.76	0.36
Return on average tangible common stockholders’ equity		22.84	%	24.66	11.36
Dividend payout ratio(c)		33.33		31.58	66.67
Overhead efficiency ratio		60.87	%	56.72	72.86
Asset quality
Allowance as % of nonaccrual and restructured loans		163	%	163	202
Allowance as % of loans, net		1.81		1.86	1.79
Net charge-offs as % of average loans, net		0.59		0.97	0.73
Nonperforming assets as % of loans, net, foreclosed properties and loans held for sale		1.23	%	1.24	1.08

(a) Operating earnings are reported net income excluding after-tax net merger-related, restructuring and other charges.

(b) Cash operating earnings are reported net income excluding after-tax net merger-related, restructuring and other charges, and exclude deposit base intangible, goodwill and other intangible amortization.

(c) Based on common shares.

(d) The second quarter of 2002 has been recast to include $19 million ($13 million after-tax, or 1 cent per share) in stock option expense related to stock options granted in 2002.

* Periods prior to the September 1, 2001, merger of First Union and the former Wachovia, which was accounted for as a purchase, have not been restated.

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WACHOVIA REPORTS 3rd Quarter 2002 EARNINGS/Page 2

CHARLOTTE, N.C. —Wachovia Corp. (NYSE:WB) today reported third quarter 2002 net income available to common stockholders of $913 million, or 66 cents per share; operating earnings of $983 million, or 71 cents per share; and cash operating earnings of $1.1 billion, or 78 cents per share. Operating earnings exclude $67 million, or 5 cents per share, of after-tax net merger-related and restructuring charges. Cash operating earnings exclude deposit base intangible, goodwill and other intangible amortization as well as the net merger-related and restructuring charges. Results also include $13 million after-tax, or 1 cent per share after-tax, of expense related to stock options.

“In a difficult operating environment for revenue growth, we continued to be well served by our balanced business model, and we are delighted at how well our people are progressing with merger integration,” said Ken Thompson, Wachovia president and CEO. With 14 straight quarters of rising customer satisfaction levels, we believe we now lead the major bank competitors on service quality. This level of service has contributed greatly to growth in low-cost core deposits, where we are among the industry leaders in our markets. At the same time, we are well positioned to attract our customers’ investment business when the financial markets ultimately recover. We’ve continued to invest in our businesses, including upgrading branch automation and making selected acquisitions to enhance our insurance and investment management offerings. We continue to actively reduce risk, control expenses and build capital. In short, this was another solid performance despite very difficult markets.”

Third quarter 2002 results also reflected a significantly lower tax provision due primarily to the recognition of a tax benefit related to the company’s loss on its investment in The Money Store. This tax benefit was fully offset by credit and legal actions initiated in the quarter as part of the company’s ongoing efforts to reduce balance sheet risk.

Average loans in the third quarter of 2002 were $152 billion, down 2 percent from the previous quarter, reflecting loan sales, securitizations and transfers to loans held for sale of an average of $1.6 billion in the second and third quarters, as well as weak loan demand. Average core deposits increased 2 percent from the previous quarter to $167 billion, while average low-cost core deposits increased 4 percent to $119 billion.

Third quarter 2002 net charge-offs declined 40 percent from the previous quarter to $224 million, or 0.59 percent of average net loans. The provision exceeded net charge-offs by $211 million related to write-downs on commercial loans sold or transferred to the held for sale portfolio and the sale of consumer loans directly out of the loan portfolio. Total nonperforming assets including loans held for sale declined 2 percent to $2.0 billion in the third quarter of 2002.

Lines of Business

General Bank

General Bank Highlights: 3Q01 not restated

	Three Months Ended
	September 30,		June 30,	September 30,
	2002		2002	2001
	(In millions)
Total revenue (Tax-equivalent)	$	2,287	2,263	1,745
Provision for loan losses		114	98	97
Noninterest expense		1,256	1,231	1,015
Operating earnings		583	593	411
Average loans, net		101,402	100,832	76,383
Average core deposits		141,860	139,649	109,641
Economic capital, average	$	5,519	5,554	4,298

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WACHOVIA REPORTS 3rd QUARTER 2002 EARNINGS/Page 3

The General Bank includes retail, small business and commercial customers. General Bank revenue, which increased modestly from the second quarter of 2002, was driven by solid growth in core deposits, consumer loans and investment sales through the branch system, offset by higher expense related to variable compensation and increased legal expense. Average core deposits increased 2 percent from the second quarter of 2002, and the increase in average low-cost core deposits was particularly strong at 4 percent from the prior quarter. Average loans grew slightly from the second quarter of 2002, reflecting strength in consumer real estate-secured products, which offset declines due to mortgage refinancing.

Capital Management

Capital Management Highlights: 3Q01 not restated

	Three Months Ended
	September 30, 2002		June 30, 2002	September 30, 2001
	(In millions)
Total revenue (Tax-equivalent)	$	754	809	677
Provision for loan losses		—	—	—
Noninterest expense		623	669	574
Operating earnings		83	89	67
Average loans, net		177	186	269
Average core deposits		1,314	1,269	1,535
Economic capital, average	$	624	675	611

The Capital Management Group (CMG) includes asset management and retail brokerage services. Weak equities markets dampened revenues, although CMG’s multi-distribution channels and tight expense controls helped stabilize these businesses. Traditional annuity sales of $1.5 billion (including bank annuity sales of $900 million) were comparable with similar strong sales production levels of the second quarter of 2002. Assets under management at September 30, 2002, were $227 billion, down 1 percent from June 30, 2002. Included in assets under management are mutual fund assets of $107 billion, which had record quarterly gross fluctuating sales of $4.5 billion. The acquisition of certain assets of E-Risk Services, LLC, a leading agency provider of management liability insurance, closed October 1, 2002. The acquisition of J.L.Kaplan Associates, LLC, a privately held investment management firm with $3 billion in assets under management, is expected to close in the fourth quarter of 2002.

Wealth Management

Wealth Management Highlights: 3Q01 not restated

	Three Months Ended
	September 30, 2002		June 30, 2002	September 30, 2001
	(In millions)
Total revenue (Tax-equivalent)	$	228	243	161
Provision for loan losses		3	7	2
Noninterest expense		163	166	114
Operating earnings		39	45	29
Average loans, net		8,854	8,632	5,680
Average core deposits		10,006	9,879	7,313
Economic capital, average	$	345	338	212

Wealth Management includes private banking, personal trust, investment advisory services, charitable services, financial planning and insurance brokerage. The decline in revenue from the second quarter of 2002 was due to a reduction in insurance commissions and lower personal trust fees related to asset valuation declines.

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WACHOVIA REPORTS 3rd QUARTER 2002 EARNINGS/Page 4

Continued strength in loans and deposits partially offset this decline. Expenses declined due to decreased personnel expense. The acquisition of Cameron M. Harris & Company, a privately held insurance brokerage firm, closed August 30, 2002. Wealth Management assets under management (included in the CMG total) declined 6 percent from June 30, 2002, to $67 billion at September 30, 2002, due to lower equity market valuations, although sales production was improving.

Corporate and Investment Bank

Corporate and Investment Bank Highlights: 3Q01 not restated

	Three Months Ended
	September 30,		June 30,	September 30,
	2002		2002	2001
	(In millions)
Total revenue (Tax-equivalent)	$	939	1,060	273
Provision for loan losses		317	293	126
Noninterest expense		508	521	485
Operating earnings		69	153	(208	)
Average loans, net		40,250	41,580	42,069
Average core deposits		12,832	12,207	10,479
Economic capital, average	$	7,145	7,372	6,328

Corporate and Investment Bank revenue declined due to the weak market conditions, which dampened activity in the advisory businesses and loan syndications and increased losses in trading results. The decline was partially offset by lower principal investing net losses and lower expense. The increased provision was driven by the transfer of loans, primarily related to the telecommunications sector, to loans held for sale. Average loans declined 3 percent due to weak overall loan demand.

***

Wachovia Corporation (NYSE:WB), created through the September 1, 2001, merger of First Union and Wachovia, had assets of $334 billion and stockholders’ equity of $32 billion at September 30, 2002. Wachovia is a leading provider of financial services to 20 million retail, brokerage and corporate customers throughout the East Coast and the nation. The company operates full-service banking offices under the First Union and Wachovia names in 11 East Coast states and Washington, D.C., and offers full-service brokerage with offices in 49 states and global services through more than 30 international offices. Online banking and brokerage products and services are available through wachovia.com and firstunion.com.

Earnings Conference Call and Supplemental Materials

Wachovia President and CEO Ken Thompson and CFO Bob Kelly will review Wachovia’s third quarter results in a conference call and audio webcast beginning at 10 a.m. EDT today. Supplemental materials relating to third quarter results are available on the Internet at http://wachovia.firstunion.com, and investors are encouraged to access these materials in advance of the conference call.

Webcast Instructions:    To gain access to the webcast, which will be “listen-only,” go to http://wachovia.firstunion.com and click on the link “Wachovia Third Quarter Earnings Audio Webcast.” In order to listen to the webcast, you will need to download either Real Player or Media Player.

Teleconference Instructions:    The telephone number for the conference call is 1-877-546-1568 for U.S. callers or 415-228-4836 for international callers. You will be asked to tell the answering coordinator your name and the name of your firm. Mention the conference Access Code: Kelly.

Replay:    Wednesday, October 16 at 1 p.m. through 5 p.m., Friday, October 25. Replay telephone number is 402-220-3835.

***

        This news release may contain various forward-looking statements. A discussion of various factors that could cause Wachovia Corporation’s actual results to differ materially from those expressed in such forward-looking statements is included in Wachovia’s filings with the Securities and Exchange Commission, including its Current Report on Form 8-K dated October 16, 2002.

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WACHOVIA CORPORATION AND SUBSIDIARIES

FINANCIAL HIGHLIGHTS(a)

(Unaudited)

	2002						2001
	Third Quarter			Second Quarter		First Quarter	Fourth Quarter		Third Quarter
	(Dollars in millions, except per share data)
FINANCIAL HIGHLIGHTS
Operating Earnings
Net interest income (Tax-equivalent)	$	2,520		2,515		2,477	2,484		1,974
Fee and other income		1,890		2,110		2,027	2,060		1,036
Total revenue (Tax-equivalent)		4,410		4,625		4,504	4,544		3,010
Provision for loan losses		435		397		339	381		244
Noninterest expense, excluding goodwill and other intangible amortization		2,686		2,622		2,609	2,691		2,193
Goodwill and other intangible amortization		152		161		168	251		117
Income taxes (Tax-equivalent)		154		501		480	422		158
Income before net merger-related, restructuring and other charges
(Operating earnings)		983		944		908	799		298
Ater-tax net merger-related, restructuring and other charges		(67	)	(89	)	5	(63	)	(632	)
Net income (loss)		916		855		913	736		(334	)
Dividends on preferred stock		3		6		6	6		—
Net income (loss) available to common stockholders	$	913		849		907	730		(334	)
DILUTED EARNINGS PER COMMON SHARE
Net income (loss)	$	0.66		0.62		0.66	0.54		(0.31	)
PROFITABILITY (Operating earnings)
Return on average common stockholders’ equity		12.44	%	12.72		12.68	10.77		5.77
Net interest margin		3.93		3.96		3.90	3.81		3.58
Fee and other income as % of total revenue		42.86		45.63		45.00	45.33		34.42
Overhead efficiency ratio		64.33		60.19		61.66	64.74		76.74
Effective income tax rate		9.29	%	32.06		32.09	31.65		27.67
CASH OPERATING EARNINGS
Net income	$	1,081		1,047		1,016	980		395
Return on average tangible common stockholders’ equity		22.84	%	24.66		25.30	23.56		11.36
Return on average common stockholders’ equity		13.69		14.12		14.19	13.23		7.66
Overhead efficiency ratio		60.87	%	56.72		57.93	59.22		72.86
Operating leverage	$	(275	)	105		42	1,036		(462	)

(a) The second quarter of 2002 has been recast to include $19 million ($13 million after-tax, or 1 cent per share) in stock option expense related to stock options granted in 2002.

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WACHOVIA CORPORATION AND SUBSIDIARIES

OTHER FINANCIAL DATA

(Unaudited)

	2002					2001
	Third Quarter			Second Quarter	First Quarter	Fourth Quarter	Third Quarter
	(Dollars in millions, except per share data)
CAPITAL ADEQUACY(a)
Tier I capital ratio		8.10	%	7.83	7.49	7.04	6.75
Total capital ratio		12.02		11.89	11.56	11.08	10.84
Leverage ratio		6.78	%	6.75	6.51	6.19	7.22
ASSET QUALITY
Allowance as % of loans, net		1.81	%	1.86	1.84	1.83	1.79
Allowance as % of nonperforming assets		149		150	162	175	186
Net charge-offs as % of average loans, net		0.59		0.97	0.83	0.93	0.73
Nonperforming assets as % of loans, net, foreclosed properties and loans held for sale		1.23	%	1.24	1.21	1.13	1.08
OTHER DATA
Employees		80,987		82,686	82,809	84,046	85,534
Financial centers		3,342		3,347	3,362	3,434	3,461
ATMs		4,604		4,617	4,618	4,675	4,698
Common shares outstanding (In millions)		1,373		1,371	1,368	1,362	1,361
Common stock price	$	32.69		38.18	37.08	31.36	31.00
Book value per common share	$	23.38		22.15	21.04	20.88	20.94
Common stock price to book value		140	%	172	176	150	148
Market capitalization	$	44,887		52,347	50,716	42,701	42,191
Dividends paid per common share		0.26		0.24	0.24	0.24	0.24
Dividends paid per preferred share	$	0.04		0.06	0.06	0.06	—
AVERAGE BALANCE SHEET DATA
Commercial loans, net	$	96,552		98,303	99,489	102,230	83,633
Consumer loans, net		55,124		56,782	57,575	60,609	49,393
Loans, net		151,676		155,085	157,064	162,839	133,026
Earning assets		255,789		254,424	255,488	259,884	219,672
Total assets		321,511		314,714	315,322	319,221	267,746
Core deposits		167,452		164,781	162,812	161,043	131,495
Total deposits		180,077		178,196	178,509	179,971	150,598
Interest-bearing liabilities		224,170		223,812	227,365	231,742	198,307
Stockholders’ equity	$	31,103		29,576	28,903	28,540	20,330
PERIOD-END BALANCE SHEET DATA
Commercial loans, net	$	101,931		102,780	104,883	106,308	107,673
Consumer loans, net		55,611		56,020	57,411	57,493	62,007
Loans, net		157,542		158,800	162,294	163,801	169,680
Goodwill and other intangible assets
Goodwill		10,810		10,728	10,728	10,616	10,496
Deposit base		1,363		1,508	1,661	1,822	2,433
Customer relationships		222		229	237	244	8
Tradename		90		90	90	90	—
Total assets		333,880		324,679	319,853	330,452	325,897
Core deposits		173,697		166,779	165,759	169,310	158,564
Total deposits		187,785		180,663	180,033	187,453	180,549
Stockholders’ equity	$	32,105		30,379	28,785	28,455	28,506

(a) The third quarter of 2002 is based on estimates.

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WACHOVIA CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF INCOME(a)

(Unaudited)

	Three Months Ended September 30, 2002					Nine Months Ended September 30, 2002
	Operating Earnings		Net Merger-Related, Restructuring and Other Charges		As Reported	Operating Earnings	Net Merger-Related, Restructuring and Other Charges		As Reported
	(In millions)
Net interest income	$	2,466	—		2,466	7,353	—		7,353
Provision for loan losses		435	—		435	1,171	—		1,171
Net interest income after provision for loan losses		2,031	—		2,031	6,182	—		6,182
Fee and other income
Asset sales and securitization		86	—		86	242	—		242
Other fee and other income		1,804	—		1,804	5,785	—		5,785
Total fee and other income		1,890	—		1,890	6,027	—		6,027
Noninterest expense
Merger-related and restructuring charges
Personnel and employee termination benefits		—	14		14	—	58		58
Occupancy and equipment		—	14		14	—	117		117
Gain on regulatory-mandated branch sales		—	—		—	—	(121	)	(121	)
Contract cancellations and system conversions		—	49		49	—	118		118
Advertising		—	18		18	—	25		25
Other		—	12		12	—	45		45
Net merger-related and restructuring charges		—	107		107	—	242		242
Other noninterest expense		2,838	—		2,838	8,398	—		8,398
Total noninterest expense		2,838	107		2,945	8,398	242		8,640
Income before income taxes (benefits)		1,083	(107	)	976	3,811	(242	)	3,569
Income taxes (benefits)		100	(40	)	60	976	(91	)	885
Net income		983	(67	)	916	2,835	(151	)	2,684
Dividends on preferred stock		3	—		3	15	—		15
Net income available to common stockholders	$	980	(67	)	913	2,820	(151	)	2,669

(a) The nine months ended September 30, 2002, includes $38 million ($26 million after-tax) in stock option expense related to stock options granted in 2002.

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WACHOVIA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATING EARNINGS(a)(b)

(Unaudited)

	2002							2001
	Third Quarter			Second Quarter		First Quarter		Fourth Quarter		Third Quarter
	(In millions)
INTEREST INCOME
Interest and fees on loans	$	2,558		2,563		2,637		2,970		2,621
Interest and dividends on securities		935		906		856		876		852
Trading account interest		179		173		155		166		192
Other interest income		240		252		255		299		279
Total interest income		3,912		3,894		3,903		4,311		3,944
INTEREST EXPENSE
Interest on deposits		847		836		915		1,116		1,183
Interest on short-term borrowings		310		300		286		372		417
Interest on long-term debt		289		297		276		391		414
Total interest expense		1,446		1,433		1,477		1,879		2,014
Net interest income		2,466		2,461		2,426		2,432		1,930
Provision for loan losses		435		397		339		381		244
Net interest income after provision for loan losses		2,031		2,064		2,087		2,051		1,686
FEE AND OTHER INCOME
Service charges and fees		664		661		661		672		541
Commissions		458		481		464		448		356
Fiduciary and asset management fees		427		466		477		478		400
Advisory, underwriting and other investment banking fees		72		225		240		223		177
Principal investing		(29	)	(42	)	(90	)	(21	)	(585	)
Other income		298		319		275		260		147
Total fee and other income		1,890		2,110		2,027		2,060		1,036
NONINTEREST EXPENSE
Salaries and employee benefits		1,588		1,665		1,663		1,663		1,374
Occupancy		195		194		195		210		176
Equipment		234		231		226		247		214
Advertising		20		25		19		21		15
Communications and supplies		136		132		134		142		117
Professional and consulting fees		111		96		88		113		79
Goodwill and other intangible amortization		152		161		168		251		117
Sundry expense		402		279		284		295		218
Total noninterest expense		2,838		2,783		2,777		2,942		2,310
Income before income taxes		1,083		1,391		1,337		1,169		412
Income taxes		100		447		429		370		114
Net operating earnings	$	983		944		908		799		298

(a) Operating earnings exclude net merger-related, restructuring and other charges.

(b) The second quarter of 2002 has been recast to include $19 million ($13 million after-tax) in stock option expense related to stock options granted in 2002.

PAGE 9

WACHOVIA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATING EARNINGS(a)(b)

(Unaudited)

	Nine Months Ended September 30,
	2002			2001
	(In millions)
INTEREST INCOME
Interest and fees on loans	$	7,758		7,567
Interest and dividends on securities		2,697		2,658
Trading account interest		507		594
Other interest income		747		970
Total interest income		11,709		11,789
INTEREST EXPENSE
Interest on deposits		2,598		3,628
Interest on short-term borrowings		896		1,364
Interest on long-term debt		862		1,454
Total interest expense		4,356		6,446
Net interest income		7,353		5,343
Provision for loan losses		1,171		686
Net interest income after provision for loan losses		6,182		4,657
FEE AND OTHER INCOME
Service charges and fees		1,986		1,495
Commissions		1,403		1,120
Fiduciary and asset management fees		1,370		1,165
Advisory, underwriting and other investment banking fees		537		613
Principal investing		(161	)	(686	)
Other income		892		504
Total fee and other income		6,027		4,211
NONINTEREST EXPENSE
Salaries and employee benefits		4,916		4,066
Occupancy		584		494
Equipment		691		617
Advertising		64		35
Communications and supplies		402		338
Professional and consulting fees		295		221
Goodwill and other intangible amortization		481		272
Sundry expense		965		574
Total noninterest expense		8,398		6,617
Income before income taxes		3,811		2,251
Income taxes		976		694
Net operating earnings	$	2,835		1,557

(a) Operating earnings exclude net merger-related, restructuring and other charges.

(b) The nine months ended September 30, 2002, includes $38 million ($26 million after-tax) in stock option expense related to stock options granted in 2002.

PAGE 10

WACHOVIA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (LOSS)(a)

(Unaudited)

	2002							2001
	Third Quarter			Second Quarter		First Quarter		Fourth Quarter		Third Quarter
	(In millions, except per share data)
INTEREST INCOME
Interest and fees on loans	$	2,558		2,563		2,637		2,970		2,621
Interest and dividends on securities		935		906		856		876		852
Trading account interest		179		173		155		166		192
Other interest income		240		252		255		299		279
Total interest income		3,912		3,894		3,903		4,311		3,944
INTEREST EXPENSE
Interest on deposits		847		836		915		1,116		1,183
Interest on short-term borrowings		310		300		286		372		417
Interest on long-term debt		289		297		276		391		414
Total interest expense		1,446		1,433		1,477		1,879		2,014
Net interest income		2,466		2,461		2,426		2,432		1,930
Provision for loan losses		435		397		339		381		1,124
Net interest income after provision for loan losses		2,031		2,064		2,087		2,051		806
FEE AND OTHER INCOME
Service charges and fees		664		661		661		672		541
Commissions		458		481		464		448		356
Fiduciary and asset management fees		427		466		477		478		400
Advisory, underwriting and other investment banking fees		72		225		240		223		177
Principal investing		(29	)	(42	)	(90	)	(21	)	(585	)
Other income		298		319		275		260		143
Total fee and other income		1,890		2,110		2,027		2,060		1,032
NONINTEREST EXPENSE
Salaries and employee benefits		1,588		1,665		1,663		1,663		1,374
Occupancy		195		194		195		210		176
Equipment		234		231		226		247		214
Advertising		20		25		19		21		15
Communications and supplies		136		132		134		142		117
Professional and consulting fees		111		96		88		113		79
Goodwill and other intangible amortization		152		161		168		251		117
Merger-related and restructuring charges		107		143		(8	)	88		85
Sundry expense		402		279		284		295		218
Total noninterest expense		2,945		2,926		2,769		3,030		2,395
Income (loss) before income taxes (benefits)		976		1,248		1,345		1,081		(557	)
Income taxes (benefits)		60		393		432		345		(223	)
Net income (loss)		916		855		913		736		(334	)
Dividends on preferred stock		3		6		6		6		—
Net income (loss) available to common stockholders	$	913		849		907		730		(334	)
PER COMMON SHARE DATA
Basic earnings	$	0.67		0.62		0.67		0.54		(0.31	)
Diluted earnings		0.66		0.62		0.66		0.54		(0.31	)
Cash dividends	$	0.26		0.24		0.24		0.24		0.24
AVERAGE COMMON SHARES
Basic		1,362		1,360		1,355		1,352		1,094
Diluted		1,374		1,375		1,366		1,363		1,105

(a) The second quarter of 2002 has been recast to include $19 million ($13 million after-tax, or 1 cent per share) in stock option expense related to stock options granted in 2002.

PAGE 11

WACHOVIA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME(a)

(Unaudited)

	Nine Months Ended September 30,
	2002			2001
	(In millions, except per share data)
INTEREST INCOME
Interest and fees on loans	$	7,758		7,567
Interest and dividends on securities		2,697		2,658
Trading account interest		507		594
Other interest income		747		970
Total interest income		11,709		11,789
INTEREST EXPENSE
Interest on deposits		2,598		3,628
Interest on short-term borrowings		896		1,364
Interest on long-term debt		862		1,454
Total interest expense		4,356		6,446
Net interest income		7,353		5,343
Provision for loan losses		1,171		1,566
Net interest income after provision for loan losses		6,182		3,777
FEE AND OTHER INCOME
Service charges and fees		1,986		1,495
Commissions		1,403		1,120
Fiduciary and asset management fees		1,370		1,165
Advisory, underwriting and other investment banking fees		537		613
Principal investing		(161	)	(686	)
Other income		892		529
Total fee and other income		6,027		4,236
NONINTEREST EXPENSE
Salaries and employee benefits		4,916		4,147
Occupancy		584		520
Equipment		691		632
Advertising		64		45
Communications and supplies		402		338
Professional and consulting fees		295		246
Goodwill and other intangible amortization		481		272
Merger-related and restructuring charges		242		18
Sundry expense		965		583
Total noninterest expense		8,640		6,801
Income before income taxes		3,569		1,212
Income taxes		885		329
Net income		2,684		883
Dividends on preferred stock		15		—
Net income available to common stockholders	$	2,669		883
PER COMMON SHARE DATA
Basic earnings	$	1.96		0.86
Diluted earnings		1.95		0.85
Cash dividends	$	0.74		0.72
AVERAGE COMMON SHARES
Basic		1,359		1,010
Diluted		1,372		1,020

(a) The nine months ended September 30, 2002, includes $38 million ($26 million after-tax, or 2 cents per share) in stock option expense related to stock options granted in 2002.

PAGE 12

WACHOVIA CORPORATION AND SUBSIDIARIES

LOANS—ON-BALANCE SHEET, AND MANAGED AND SERVICING PORTFOLIOS

(Unaudited)

	2002				2001
	Third Quarter		Second Quarter	First Quarter	Fourth Quarter	Third Quarter
	(In millions)
ON-BALANCE SHEET LOAN PORTFOLIO
COMMERCIAL
Commercial, financial and agricultural	$	57,899	57,984	60,385	61,258	63,616
Real estate—construction and other		7,558	8,035	8,137	7,969	7,457
Real estate—mortgage		16,967	17,349	17,186	17,234	17,156
Lease financing		22,616	22,044	22,223	21,958	21,625
Foreign		6,992	7,241	6,920	7,653	7,572
Total commercial		112,032	112,653	114,851	116,072	117,426
CONSUMER
Real estate—mortgage		17,527	19,803	20,901	22,139	25,466
Installment loans		37,889	35,940	36,073	34,666	35,577
Vehicle leasing		43	168	345	618	941
Total consumer		55,459	55,911	57,319	57,423	61,984
Total loans		167,491	168,564	172,170	173,495	179,410
Unearned income		9,949	9,764	9,876	9,694	9,730
Loans, net (on-balance sheet)	$	157,542	158,800	162,294	163,801	169,680
MANAGED PORTFOLIO(a)
COMMERCIAL
On-balance sheet loan portfolio	$	112,032	112,653	114,851	116,072	117,426
Securitized loans—off-balance sheet		2,288	2,318	5,816	5,827	6,613
Loans held for sale included in other assets		1,271	779	962	1,478	1,648
Total commercial		115,591	115,750	121,629	123,377	125,687
CONSUMER
Real estate—mortgage
On-balance sheet loan portfolio		17,527	19,803	20,901	22,139	25,466
Securitized loans included in securities		6,431	4,868	4,181	5,344	2,506
Loans held for sale included in other assets		2,473	1,387	1,554	2,420	1,687
Total real estate—mortgage		26,431	26,058	26,636	29,903	29,659
Installment loans
On-balance sheet loan portfolio		37,889	35,940	36,073	34,666	35,577
Securitized loans—off-balance sheet		13,164	13,379	13,989	14,095	12,746
Securitized loans included in securities		11,695	8,918	9,230	9,776	9,460
Loans held for sale included in other assets		2,513	6,232	4,615	3,865	3,502
Total installment loans		65,261	64,469	63,907	62,402	61,285
Vehicle leasing—on-balance sheet loan portfolio		43	168	345	618	941
Total consumer		91,735	90,695	90,888	92,923	91,885
Total managed portfolio	$	207,326	206,445	212,517	216,300	217,572
SERVICING PORTFOLIO(b)
Commercial	$	53,611	50,001	47,657	42,210	41,394
Consumer	$	2,490	1,773	1,844	2,900	2,807

(a) The managed portfolio includes the on-balance sheet loan portfolio, loans securitized for which the assets are classified in securities on-balance sheet, loans held for sale that are classified in other assets on-balance sheet and the off-balance sheet portfolio of securitized loans sold, where we manage the loans.

(b) The servicing portfolio consists of third party commercial and consumer loans for which our sole function is that of servicing the loans for the third parties.

PAGE 13

WACHOVIA CORPORATION AND SUBSIDIARIES

ALLOWANCE FOR LOAN LOSSES AND NONPERFORMING ASSETS

(Unaudited)

	2002							2001
	Third Quarter			Second Quarter		First Quarter		Fourth Quarter		Third Quarter
	(In millions)
ALLOWANCE FOR LOAN LOSSES
Balance, beginning of period	$	2,951		2,986		2,995		3,039		1,760
Provision for loan losses relating to loans transferred to other assets or sold		211		23		14		3		230
Provision for loan losses		224		374		325		378		894
Former Wachovia balance, September 1, 2001		—		—		—		—		766
Allowance relating to loans acquired, transferred to other assets or sold		(315	)	(58	)	(23	)	(47	)	(368	)
Net charge-offs		(224	)	(374	)	(325	)	(378	)	(243	)
Balance, end of period	$	2,847		2,951		2,986		2,995		3,039
as % of loans, net		1.81	%	1.86		1.84		1.83		1.79
as % of nonaccrual and restructured loans (a)		163	%	163		177		195		202
as % of nonperforming assets (a)		149	%	150		162		175		186
LOAN LOSSES
Commercial, financial and agricultural	$	160		319		275		333		192
Real estate—commercial construction and mortgage		5		3		2		2		1
Real estate—residential mortgage		3		1		4		—		1
Installment loans and vehicle leasing		91		86		100		90		80
Total loan losses		259		409		381		425		274
LOAN RECOVERIES
Commercial, financial and agricultural		17		16		36		30		14
Real estate—commercial construction and mortgage		—		2		—		1		1
Real estate—residential mortgage		—		—		—		—		1
Installment loans and vehicle leasing		18		17		20		16		15
Total loan recoveries		35		35		56		47		31
Net charge-offs	$	224		374		325		378		243
Commercial loans net charge-offs as % of average commercial loans, net (b)		0.61	%	1.24		0.97		1.19		0.85
Consumer loans net charge-offs as % of average consumer loans, net (b)		0.56		0.48		0.59		0.48		0.53
Total net charge-offs as % of average loans, net (b)		0.59	%	0.97		0.83		0.93		0.73
NONPERFORMING ASSETS
Nonaccrual loans
Commercial, financial and agricultural	$	1,440		1,456		1,371		1,294		1,253
Real estate—commercial construction and mortgage		137		144		128		87		63
Real estate—residential mortgage		62		60		58		60		75
Installment loans and vehicle leasing		112		145		128		93		115
Total nonaccrual loans		1,751		1,805		1,685		1,534		1,506
Foreclosed properties (c)		156		156		159		179		126
Total nonperforming assets	$	1,907		1,961		1,844		1,713		1,632
Nonperforming loans included in loans held for sale (d)	$	115		108		213		228		273
Nonperforming assets included in loans and in loans held for sale	$	2,022		2,069		2,057		1,941		1,905
as % of loans, net, and foreclosed properties (a)		1.21	%	1.23		1.14		1.04		0.96
as % of loans, net, foreclosed properties and loans in other assets as held for sale (d)		1.23	%	1.24		1.21		1.13		1.08
Accruing loans past due 90 days	$	235		250		275		288		310

(a) These ratios do not include nonperforming loans included in loans held for sale.

(b) Annualized.

(c) Restructured loans are insignificant.

(d) These ratios reflect nonperforming loans included in loans held for sale. Loans held for sale, which are included in other assets, are recorded at the lower of cost or market value, and accordingly, the amount shown and included in the ratios is net of the transferred allowance for loan losses and the lower of cost or market value adjustments.

PAGE 14

WACHOVIA CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS(a)

(Unaudited)

	2002							2001
	Third Quarter			Second Quarter		First Quarter		Fourth Quarter		Third Quarter
	(In millions, except per share data)
ASSETS
Cash and due from banks	$	11,930		10,668		10,038		13,917		10,051
Interest-bearing bank balances		3,561		2,269		3,356		6,875		2,128
Federal funds sold and securities purchased under resale agreements		7,132		11,541		13,154		13,919		9,354
Total cash and cash equivalents		22,623		24,478		26,548		34,711		21,533
Trading account assets		35,902		34,570		28,227		25,386		26,763
Securities		72,071		60,999		57,382		58,467		56,929
Loans, net of unearned income		157,542		158,800		162,294		163,801		169,680
Allowance for loan losses		(2,847	)	(2,951	)	(2,986	)	(2,995	)	(3,039	)
Loans, net		154,695		155,849		159,308		160,806		166,641
Premises and equipment		5,422		5,494		5,596		5,719		5,775
Due from customers on acceptances		1,080		1,105		888		745		796
Goodwill		10,810		10,728		10,728		10,616		10,496
Intangible assets		1,675		1,827		1,988		2,156		2,441
Other assets		29,602		29,629		29,188		31,846		34,523
Total assets	$	333,880		324,679		319,853		330,452		325,897
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits
Noninterest-bearing deposits		44,186		39,558		39,323		43,464		36,382
Interest-bearing deposits		143,599		141,105		140,710		143,989		144,167
Total deposits		187,785		180,663		180,033		187,453		180,549
Short-term borrowings		41,146		46,109		46,559		44,385		44,303
Bank acceptances outstanding		1,093		1,110		892		762		798
Trading account liabilities		17,760		14,108		10,261		11,437		10,084
Other liabilities		14,233		14,379		13,387		16,227		18,424
Long-term debt		39,758		37,931		39,936		41,733		43,233
Total liabilities		301,775		294,300		291,068		301,997		297,391
STOCKHOLDERS’ EQUITY
Dividend Equalization Preferred shares, no par value, 97 million shares issued and outstanding at September 30, 2002		2		5		11		17		—
Common stock, $3.33-1/3 par value; authorized 3 billion shares, outstanding 1.373 billion shares at September 30, 2002		4,577		4,570		4,559		4,539		4,537
Paid-in capital		18,233		18,106		17,989		17,911		17,835
Retained earnings		7,221		6,663		6,136		5,551		5,139
Accumulated other comprehensive income, net		2,072		1,035		90		437		995
Total stockholders’ equity		32,105		30,379		28,785		28,455		28,506
Total liabilities and stockholders’ equity	$	333,880		324,679		319,853		330,452		325,897

(a) In the second quarter of 2002, certain amounts were recast to reflect the adoption of expensing stock options granted in 2002.

PAGE 15

WACHOVIA CORPORATION AND SUBSIDIARIES

NET INTEREST INCOME SUMMARIES(a)

(Unaudited)

	Third Quarter 2002						Second Quarter 2002
	Average Balances		Interest Income/Expense		Average Rates Earned/Paid		Average Balances		Interest Income/Expense		Average Rates Earned/Paid
	(In millions)
ASSETS
Interest-bearing bank balances	$	2,891		14	1.90	%	$	2,613		13	2.02	%
Federal funds sold and securities purchased under resale agreements		10,474		82	3.11			10,835		85	3.18
Trading account assets		16,061		194	4.82			16,248		186	4.57
Securities		62,917		961	6.11			58,282		933	6.40
Loans
Commercial
Commercial, financial and agricultural		57,571		1,068	7.36			58,534		1,027	7.03
Real estate—construction and other		7,809		81	4.10			8,115		84	4.19
Real estate—mortgage		17,188		228	5.26			17,310		231	5.36
Lease financing		7,105		189	10.65			7,286		193	10.60
Foreign		6,879		59	3.41			7,058		60	3.37
Total commercial		96,552		1,625	6.68			98,303		1,595	6.50
Consumer
Real estate—mortgage		18,970		294	6.20			20,104		318	6.34
Installment loans and vehicle leasing		36,154		652	7.17			36,678		664	7.25
Total consumer		55,124		946	6.84			56,782		982	6.93
Total loans		151,676		2,571	6.74			155,085		2,577	6.66
Other earning assets		11,770		144	4.86			11,361		154	5.42
Total earning assets		255,789		3,966	6.17			254,424		3,948	6.22
Cash and due from banks		9,955						10,110
Other assets		55,767						50,180
Total assets	$	321,511					$	314,714
LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-bearing deposits
Savings and NOW accounts		49,156		199	1.61			49,341		183	1.49
Money market accounts		43,495		239	2.18			40,035		224	2.25
Other consumer time		36,029		347	3.82			36,956		365	3.96
Foreign		6,491		30	1.84			7,195		33	1.88
Other time		6,134		32	2.07			6,220		31	1.93
Total interest-bearing deposits		141,305		847	2.38			139,747		836	2.40
Federal funds purchased and securities sold under repurchase agreements		31,884		241	3.00			31,894		229	2.88
Commercial paper		2,999		9	1.18			3,025		8	1.17
Other short-term borrowings		9,505		60	2.49			10,039		63	2.51
Long-term debt		38,477		289	3.00			39,107		297	3.04
Total interest-bearing liabilities		224,170		1,446	2.56			223,812		1,433	2.57
Noninterest-bearing deposits		38,772						38,449
Other liabilities		27,466						22,877
Stockholders’ equity		31,103						29,576
Total liabilities and stockholders’ equity	$	321,511					$	314,714
Interest income and rate earned			$	3,966	6.17	%			$	3,948	6.22	%
Interest expense and equivalent rate paid				1,446	2.24					1,433	2.26
Net interest income and margin(b)			$	2,520	3.93	%			$	2,515	3.96	%

(a) Certain amounts presented in periods prior to the third quarter of 2002 have been reclassified to conform to the presentation in the third quarter of 2002.

(b) The net interest margin includes (in basis points): 38, 39, 47, 27 and 18 in the third, second and first quarters of 2002 and in the fourth and third quarters of 2001, respectively, in net interest income from hedge-related derivative transactions.

PAGE 16

WACHOVIA CORPORATION AND SUBSIDIARIES

NET INTEREST INCOME SUMMARIES

(Unaudited)

First Quarter 2002						Fourth Quarter 2001						Third Quarter 2001
Average Balances		Interest Income/Expense		Average Rates Earned/Paid		Average Balances		Interest Income/Expense		Average Rates Earned/Paid		Average Balances		Interest Income/Expense		Average Rates Earned/Paid
$	4,341		22	2.07	%	$	3,333		21	2.50	%	$	1,740		17	3.86	%
	12,020		93	3.13			11,784		99	3.32			10,031		107	4.25
	14,703		165	4.53			14,552		175	4.81			14,572		199	5.43
	56,287		884	6.29			55,708		905	6.49			50,621		877	6.93
	59,927		1,049	7.10			62,220		1,202	7.67			55,490		1,142	8.17
	8,126		86	4.28			7,919		101	5.02			4,512		66	5.88
	17,163		238	5.61			17,139		263	6.10			10,923		184	6.66
	7,442		193	10.37			7,578		199	10.51			6,441		168	10.42
	6,831		62	3.71			7,374		81	4.34			6,267		83	5.26
	99,489		1,628	6.62			102,230		1,846	7.17			83,633		1,643	7.80
	21,444		354	6.60			24,032		414	6.90			19,816		353	7.12
	36,131		668	7.49			36,577		724	7.87			29,577		637	8.57
	57,575		1,022	7.16			60,609		1,138	7.49			49,393		990	7.99
	157,064		2,650	6.82			162,839		2,984	7.29			133,026		2,633	7.87
	11,073		140	5.13			11,668		179	6.11			9,682		155	6.35
	255,488		3,954	6.24			259,884		4,363	6.68			219,672		3,988	7.23
	10,553						10,313						8,737
	49,281						49,024						39,337
$	315,322					$	319,221					$	267,746
	48,931		175	1.45			47,527		222	1.85			41,897		259	2.46
	37,589		265	2.86			35,023		282	3.19			23,816		260	4.32
	38,166		399	4.24			40,931		484	4.70			35,469		474	5.30
	7,578		35	1.85			8,603		56	2.58			7,441		71	3.74
	8,119		41	2.09			10,325		72	2.73			11,662		119	4.07
	140,383		915	2.64			142,409		1,116	3.11			120,285		1,183	3.90
	31,940		211	2.68			33,028		298	3.59			26,982		332	4.87
	3,435		10	1.15			3,709		29	3.07			2,950		25	3.36
	10,550		65	2.51			9,617		45	1.86			9,870		60	2.45
	41,057		276	2.69			42,979		391	3.64			38,220		414	4.34
	227,365		1,477	2.63			231,742		1,879	3.22			198,307		2,014	4.04
	38,126						37,562						30,313
	20,928						21,377						18,796
	28,903						28,540						20,330
	$315,322					$	319,221					$	267,746
		$	3,954	6.24	%			$	4,363	6.68	%			$	3,988	7.23	%
			1,477	2.34					1,879	2.87					2,014	3.65
		$	2,477	3.90	%			$	2,484	3.81	%			$	1,974	3.58	%

PAGE 17

WACHOVIA CORPORATION AND SUBSIDIARIES

NET INTEREST INCOME SUMMARIES(a)

(Unaudited)

	Nine Months Ended 2002						Nine Months Ended 2001
	Average Balances		Interest Income/Expense		Average Rates Earned/Paid		Average Balances		Interest Income/Expense		Average Rates Earned/Paid
	(In millions)
ASSETS
Interest-bearing bank balances	$	3,276		49	2.00	%	$	2,031		71	4.70	%
Federal funds sold and securities purchased under resale agreements		11,104		260	3.14			8,674		301	4.64
Trading account assets		15,676		545	4.64			13,955		607	5.80
Securities		59,186		2,778	6.26			50,324		2,721	7.21
Loans
Commercial
Commercial, financial and agricultural		58,669		3,144	7.16			54,029		3,370	8.34
Real estate—construction and other		8,016		251	4.19			3,651		180	6.63
Real estate—mortgage		17,220		697	5.41			9,554		513	7.17
Lease financing		7,276		575	10.54			6,201		486	10.44
Foreign		6,923		181	3.49			5,682		258	6.08
Total commercial		98,104		4,848	6.60			79,117		4,807	8.12
Consumer
Real estate—mortgage		20,164		966	6.39			18,295		1,002	7.30
Installment loans and vehicle leasing		36,321		1,984	7.30			26,666		1,789	8.97
Total consumer		56,485		2,950	6.97			44,961		2,791	8.29
Total loans		154,589		7,798	6.74			124,078		7,598	8.18
Other earning assets		11,404		438	5.13			10,352		598	7.72
Total earning assets		255,235		11,868	6.21			209,414		11,896	7.59
Cash and due from banks		10,204						8,269
Other assets		51,766						36,135
Total assets	$	317,205					$	253,818
LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-bearing deposits
Savings and NOW accounts		49,143		557	1.52			40,109		790	2.63
Money market accounts		40,395		728	2.41			19,565		662	4.52
Other consumer time		37,043		1,111	4.01			34,389		1,457	5.67
Foreign		7,084		98	1.86			6,885		238	4.62
Other time		6,818		104	2.03			12,452		481	5.17
Total interest-bearing deposits		140,483		2,598	2.47			113,400		3,628	4.28
Federal funds purchased and securities sold under repurchase agreements		31,906		681	2.85			26,379		1,066	5.40
Commercial paper		3,151		27	1.17			2,643		83	4.20
Other short-term borrowings		10,026		188	2.50			9,754		215	2.95
Long-term debt		39,538		862	2.91			37,041		1,454	5.24
Total interest-bearing liabilities		225,104		4,356	2.59			189,217		6,446	4.55
Noninterest-bearing deposits		38,451						28,515
Other liabilities		23,781						18,669
Stockholders’ equity		29,869						17,417
Total liabilities and stockholders’ equity	$	317,205					$	253,818
Interest income and rate earned			$	11,868	6.21	%			$	11,896	7.59	%
Interest expense and equivalent rate paid				4,356	2.28					6,446	4.12
Net interest income and margin (b)			$	7,512	3.93	%			$	5,450	3.47	%

(a) Certain amounts presented in the nine months ended 2001 have been reclassified to conform to the presentation in the nine months ended 2002.

(b) The net interest margin includes (in basis points) : 41 and 15 for the nine months ended September 30, 2002, and September 30, 2001, respectively, in net interest income from hedge-related derivative transactions.

EX-99.B

Exhibit 99(b)

LOGO

Wachovia

Third Quarter 2002

Quarterly Earnings Report

October 16, 2002

Table of Contents

Third Quarter 2002 Financial Highlights	1
Earnings Reconciliation	2
Summary Operating Results	3
Key Financial Measures	4
Loan and Deposit Growth	5
Fee and Other Income	6
Noninterest Expense	7
Consolidated Results—Operating Summary	8
General Bank	9
Capital Management	10
Wealth Management	11
Corporate and Investment Bank	12
Asset Quality	13
Nonperforming Loans	14
Loans Held For Sale	15
Merger Integration Update	16-17
Summary 3Q02 and Outlook	18
Appendix	19-36

ALL INFORMATION, EXCEPT WHERE SPECIFICALLY NOTED, REPRESENTS OPERATING EARNINGS INFORMATION, WHICH EXCLUDES NET MERGER-RELATED, RESTRUCTURING AND OTHER CHARGES.

READERS ARE ENCOURAGED TO REFER TO WACHOVIA’S RESULTS FOR THE QUARTER ENDED JUNE 30, 2002, PRESENTED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, WHICH MAY BE FOUND IN WACHOVIA’S SECOND QUARTER REPORT ON FORM 10-Q. ALL NARRATIVE COMPARISONS ARE WITH SECOND QUARTER 2002 UNLESS OTHERWISE NOTED.

Wachovia 3Q02 Quarterly Earnings Report

Third Quarter 2002 Financial Highlights

Versus 2Q02

• GAAP earnings of $0.66 per share; operating earnings of $0.71 per share; cash operating earnings of $0.78 per share up 3%

• Customer service scores continue to improve, up for the 14th consecutive quarter

• Low-cost core deposits up 16% annualized

• Revenues down 5% due to market sensitive businesses

• Continued strong expense control

— Cash expenses down 3% excluding legal expenses relating to the accelerated resolution of several lawsuits and additions to legal reserves

— Salary and benefits expense down 5%, and FTEs declined by 1,699

• Executed risk reduction strategies involving credit and legal actions funded with a $218 million tax benefit ($330 million pre-tax equivalent) principally relating to tax loss on investment in The Money Store

• Transferred and marked $703 million of total exposure, primarily emerging telecom credits, to loans held for sale; 70% of the outstandings were performing

• Net charge-offs down 40% to $224 million

• Total NPAs declined 2%

• Tier 1 capital ratio increased 27 bps to 8.10%

• Merger integration continues to progress well

Page-1

Wachovia 3Q02 Quarterly Earnings Report

Earnings Reconciliation

Earnings Reconciliation

	2002								2001		3 Q 02 vs 2 Q 02
	Third Quarter			Second Quarter		First Quarter			Fourth Quarter
	Amount		EPS	Amount	EPS	Amount		EPS	Amount	EPS
	(After-tax in millions, except per share data)
Net income available to common stockholders (GAAP) (a)	$	913	0.66	849	0.62	907		0.66	730	0.54	8	%
Dividends on preferred stock		3	—	6	—	6		—	6	—	(50	)
Net income		916	0.66	855	0.62	913		0.66	736	0.54	7
Net merger-related, restructuring and other charges		67	0.05	89	0.06	(5	)	—	63	0.04	(25	)
Operating earnings		983	0.71	944	0.68	908		0.66	799	0.58	4
Deposit base and other intangible amortization		98	0.07	103	0.08	108		0.08	121	0.09	(5	)
Goodwill amortization (related to former First Union)		—	—	—	—	—		—	60	0.04	—
Cash operating earnings	$	1,081	0.78	1,047	0.76	1,016		0.74	980	0.71	3	%

(a) Second quarter 2002 earnings per share recast to include $13 million, or $0.01 per share, in stock option expense related to stock options granted in the second quarter of 2002.

Key Points

• Reported earnings of $0.66 per share includes the effect of stock options expense of $13 million after-tax, or $0.01 per share; estimated 2003 options expense is $87 million after-tax, or $0.06 per share

• Q402 after-tax intangibles amortization of $96 million ($0.07/share)

— Expect a total of $0.23 on existing intangibles during 2003; (1Q03: $0.06; 2Q03: $0.06; 3Q03: $0.06; 4Q03: $0.05)

(See Appendix, page 19 for further detail)

Page-2

Wachovia 3Q02 Quarterly Earnings Report

Summary Operating Results

Operating Earnings Summary

							In accordance with purchase accounting, results are not restated
	2002					2001		3 Q 02 vs 2 Q 02
	Third Quarter			Second Quarter	First Quarter	Fourth Quarter	Third Quarter
	(In millions, except per share data)
Net interest income (Tax-equivalent)	$	2,520		2,515	2,477	2,484	1,974	—	%
Fee and other income		1,890		2,110	2,027	2,060	1,036	(10	)
Total revenue (Tax-equivalent)		4,410		4,625	4,504	4,544	3,010	(5	)
Provision for loan losses		435		397	339	381	244	10
Noninterest expense, excluding goodwill and other intangible amortization		2,686		2,622	2,609	2,691	2,193	2
Goodwill and other intangible amortization		152		161	168	251	117	(6	)
Income before income taxes (Tax-equivalent)		1,137		1,445	1,388	1,221	456	(21	)
Income taxes (Tax-equivalent)		154		501	480	422	158	(69	)
Net operating earnings	$	983		944	908	799	298	4	%
Net operating earnings (Cash basis)	$	1,081		1,047	1,016	980	395	3	%
Diluted earnings per common share	$	0.71		0.68	0.66	0.58	0.27	4	%
Diluted earnings per common share (Cash basis)	$	0.78		0.76	0.74	0.71	0.36	3
Return on average common stockholders’ equity		12.44	%	12.72	12.68	10.77	5.77	—
Return on average tangible common stockholders’ equity (Cash basis)		22.84	%	24.66	25.30	23.56	11.36	—	%

Key Points

• Net interest income essentially unchanged

• Total revenue declined by 5% due to lower market activity and lower equity valuations; trading securities losses offset by available for sale securities gains

• Provision expense of $435 million includes $199 million associated with the transfer of $703 million of largely emerging telecom exposure to held for sale ($467 million funded and $236 million unfunded)

• Cash expenses up 2%, the result of legal settlements and additions to legal reserves

• Income tax expense includes the 3Q02 recognition of a year-to-date tax benefit primarly related to a tax loss on our investment in The Money Store; tax benefit fully offset by risk reduction strategies as outlined below:

3Q02 Risk Reduction Strategies

	Pre-tax			After-tax
	(In millions)
Income taxes lower (Tax benefits)	$	(330	)	(218	)
Noninterest expense higher (Litigation resolutions and additional legal reserves)		131		85
Provision expense higher (Credit actions)		199		133
Net	$	—		—

• Estimated 4Q02 tax rate adjustments expected to be in excess of $90 million after-tax and will be fully utilized to further reduce risk.

(See Appendix, pages 19 and 32 for further detail)

Page-3

Wachovia 3Q02 Quarterly Earnings Report

Key Financial Measures

Performance Highlights

	2002					2001			3 Q 02 vs 2 Q 02
	Third Quarter			Second Quarter	First Quarter	Fourth Quarter	Third Quarter
	(In millions, except per share data)
Cash operating earnings (a)
Net income	$	1,081		1,047	1,016	980	395		3	%
Diluted earnings per common share	$	0.78		0.76	0.74	0.71	0.36		3
Dividend payout ratio on common shares		33.33	%	31.58	32.43	33.80	66.67		—
Return on average tangible assets		1.39		1.39	1.36	1.27	0.60		—
Return on average tangible common stockholders’ equity		22.84		24.66	25.30	23.56	11.36		—
Overhead efficiency ratio		60.87	%	56.72	57.93	59.22	72.86		—
Operating leverage	$	(275	)	105	42	1,036	(462	)	—	%
Operating earnings (b)
Net income	$	983		944	908	799	298		4	%
Diluted earnings per common share	$	0.71		0.68	0.66	0.58	0.27		4
Return on average assets		1.21	%	1.20	1.17	0.99	0.44		—
Return on average common stockholders’ equity		12.44		12.72	12.68	10.77	5.77		—
Overhead efficiency ratio		64.33	%	60.19	61.66	64.74	76.74		—
Operating leverage	$	(267	)	113	125	902	(502	)	—	%
Other financial data
Net interest margin		3.93	%	3.96	3.90	3.81	3.58		—
Fee and other income as % of total revenue		42.86		45.63	45.00	45.33	34.42		—
Effective income tax rate		9.29		32.06	32.09	31.65	27.67		—
Tax rate (Tax-equivalent) (c)		13.67	%	34.57	34.58	34.56	34.65		—
Asset quality
Allowance as % of loans, net		1.81	%	1.86	1.84	1.83	1.79		—
Allowance as % of nonperforming assets		149		150	162	175	186		—
Net charge-offs as % of average loans, net		0.59		0.97	0.83	0.93	0.73		—
Nonperforming assets as % of loans, net, foreclosed properties and loans held for sale		1.23	%	1.24	1.21	1.13	1.08		—
Capital adequacy (d)
Tier 1 capital ratio		8.10	%	7.83	7.49	7.04	6.75		—
Total capital ratio		12.02		11.89	11.56	11.08	10.84		—
Leverage ratio		6.78	%	6.75	6.51	6.19	7.22		—
Other
Average diluted common shares		1,374		1,375	1,366	1,363	1,105		—	%
Actual common shares		1,373		1,371	1,368	1,362	1,361		—
Dividends paid per common share	$	0.26		0.24	0.24	0.24	0.24		8
Dividends paid per preferred share		0.04		0.06	0.06	0.06	—		(33	)
Book value per common share		23.38		22.15	21.04	20.88	20.94		6
Common stock price		32.69		38.18	37.08	31.36	31.00		(14	)
Market capitalization	$	44,887		52,347	50,716	42,701	42,191		(14	)
Common stock to book price		140	%	172	176	150	148		—
FTE employees		80,987		82,686	82,809	84,046	85,534		(2	)
Total financial centers/brokerage offices		3,342		3,347	3,362	3,434	3,461		—
ATMs		4,604		4,617	4,618	4,675	4,698		—	%

(a) Cash operating earnings are reported net income excluding after-tax net merger-related, restructuring and other charges, and exclude deposit base intangible, goodwill and other intangible amortization.

(b) Operating earnings are reported net income excluding after-tax net merger-related, restructuring and other charges, and include deposit base intangible, goodwill and other intangible amortization.

(c) The tax-equivalent tax rate applies to fully tax-equivalized revenues.

(d) The third quarter of 2002 is based on estimates.

Key Points

• Cash overhead efficiency ratio excluding legal fees of 57.90%; remaining impact due to lower market sensitive revenues

• Net interest margin declined by 3 bps due to the effects of continued low rate environment

• Tax rate of 13.67 % reflects recognition of tax benefits relating largely to The Money Store

• Tier 1 capital ratio improved 27 bps to 8.10%

• FTE’s declined by 1,699

(See Appendix, pages 19-20 for further detail)

Page-4

Wachovia 3Q02 Quarterly Earnings Report

Loan and Deposit Growth

Average Balance Sheet Data

	2002				2001		3 Q 02 vs 2 Q 02
	Third Quarter		Second Quarter	First Quarter	Fourth Quarter	Third Quarter
	(In millions)
Assets
Trading assets	$	16,061	16,248	14,703	14,552	14,572	(1	)%
Securities		62,917	58,282	56,287	55,708	50,621	8
Commercial loans, net		96,552	98,303	99,489	102,230	83,633	(2	)
Consumer loans, net		55,124	56,782	57,575	60,609	49,393	(3	)
Total loans, net		151,676	155,085	157,064	162,839	133,026	(2	)
Other earning assets (a)		25,135	24,809	27,434	26,785	21,453	1
Total earning assets		255,789	254,424	255,488	259,884	219,672	1
Cash		9,955	10,110	10,553	10,313	8,737	(2	)
Other assets		55,767	50,180	49,281	49,024	39,337	11
Total assets	$	321,511	314,714	315,322	319,221	267,746	2	%
Liabilities and Stockholders’ Equity
Core interest-bearing deposits		128,680	126,332	124,686	123,481	101,182	2
Foreign and other time deposits		12,625	13,415	15,697	18,928	19,103	(6	)
Total interest-bearing deposits		141,305	139,747	140,383	142,409	120,285	1
Short-term borrowings		44,388	44,958	45,925	46,354	39,802	(1	)
Long-term debt		38,477	39,107	41,057	42,979	38,220	(2	)
Total interest-bearing liabilities		224,170	223,812	227,365	231,742	198,307	—
Noninterest-bearing deposits		38,772	38,449	38,126	37,562	30,313	1
Other liabilities		27,466	22,877	20,928	21,377	18,796	20
Total liabilities		290,408	285,138	286,419	290,681	247,416	2
Stockholders’ equity		31,103	29,576	28,903	28,540	20,330	5
Total liabilities and stockholders’ equity	$	321,511	314,714	315,322	319,221	267,746	2	%
(a)    Includes loans held for sale, interest-bearing bank balances, federal funds sold and securities purchased under resale agreements.
Memoranda
Low-cost core deposits	$	119,194	115,077	111,327	106,713	83,007	4	%
Other core deposits		48,258	49,704	51,485	54,330	48,488	(3	)
Total core deposits	$	167,452	164,781	162,812	161,043	131,495	2	%

Key Points

• Securities increase largely reflects securitizations of loans in 2Q02 and 3Q02

• Average commercial loans were down 2% or $1.8 billion due to reduced demand and credit facilities usage

• Average consumer loans were down $1.7 billion or 3%; excluding an average $1.3 billion impact ($686 million from 3Q02 and $655 million from 2Q02) of sales, securitizations and transfers, average consumer loans were down 1%

— Consumer loan production robust at $15 billion

• Low-cost core deposits up 4%; total core deposits increased 2% despite continued runoff of higher cost CDs

— Period-end low-cost core deposits up 22% year-over-year to $126 billion from $104 billion

(See Appendix, pages 19-20 for further detail)

Page-5

Wachovia 3Q02 Quarterly Earnings Report

Fee and Other Income

Fee and Other Income

	2002							2001				3 Q 02 vs 2 Q 02
	Third Quarter			Second Quarter		First Quarter		Fourth Quarter		Third Quarter
	(In millions)
Service charges and fees	$	664		661		661		672		541		—	%
Commissions		458		481		464		448		356		(5	)
Fiduciary and asset management fees		427		466		477		478		400		(8	)
Advisory, underwriting and other investment banking fees		72		225		240		223		177		(68	)
Principal investing		(29	)	(42	)	(90	)	(21	)	(585	)	31
Other income		298		319		275		260		147		(7	)
Total fee and other income	$	1,890		2,110		2,027		2,060		1,036		(10	)%

Key Points

• Fee and other income declined 10%, the result of lower market-related revenue. Fixed income net trading losses of $71 million were offset by securities gains of $71 million in other income

• Commissions declined 5%, largely driven by lower revenues from retail equity products

• Fiduciary and asset management fees declined by 8% due to continued equity market declines as evidenced by a 16% average decline in the S&P 500

• Advisory, underwriting and other investment banking declined 68% as unprecedented market volatility in equities and convertible bonds in July and August, produced fixed income net trading losses of $71 million

• Other income: Consumer securitization income was $23 million higher in 3Q02; market valuation adjustments and gains/losses on sale of loans held for sale were a net $37 million lower (-$9 million in 3Q02 vs. $28 million in 2Q02)

(See Appendix, page 21 for further detail)

Page-6

Wachovia 3Q02 Quarterly Earnings Report

Noninterest Expense

Noninterest Expense

	2002				2001		3 Q 02 vs 2 Q 02
	Third Quarter		Second Quarter	First Quarter	Fourth Quarter	Third Quarter
	(In millions)
Salaries and employee benefits	$	1,588	1,665	1,663	1,663	1,374	(5	)%
Occupancy		195	194	195	210	176	1
Equipment		234	231	226	247	214	1
Advertising		20	25	19	21	15	(20	)
Communications and supplies		136	132	134	142	117	3
Professional and consulting fees		111	96	88	113	79	16
Sundry expense		402	279	284	295	218	44
Noninterest expense, excluding goodwill and other intangible amortization		2,686	2,622	2,609	2,691	2,193	2
Goodwill and other intangible amortization		152	161	168	251	117	(6	)
Total noninterest expense	$	2,838	2,783	2,777	2,942	2,310	2	%

Key Points

• Cash expenses excluding intangibles amortization increased 2%, due to accelerated legal resolutions and additions to legal reserves of $131 million

  — Excluding these items from Sundry expense, cash expenses down 3%

• Salaries and employee benefits were down 5%, largely due to lower incentive expense on lower revenues and a continued focus on expense reduction

• Remaining cash expense categories up 3%

(See Appendix, page 21 for further detail)

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Wachovia 3Q02 Quarterly Earnings Report

Consolidated Results—Operating Summary

Wachovia Corporation

Performance Summary

	Three Months Ended September 30, 2002
	General Bank			Capital Management		Wealth Management	Corporate and Investment Bank		Parent		Consolidated
	(In millions)
Income statement data
Net interest income (Tax-equivalent)	$	1,730		47		101	611		31		2,520
Fee and other income		519		725		126	348		172		1,890
Intersegment revenue		38		(18	)	1	(20	)	(1	)	—
Total revenue (Tax-equivalent)		2,287		754		228	939		202		4,410
Provision for loan losses		114		—		3	317		1		435
Noninterest expense		1,256		623		163	508		288		2,838
Income taxes (Tax-equivalent)		334		48		23	45		(296	)	154
Operating earnings	$	583		83		39	69		209		983
Performance and other data
Economic profit	$	415		66		27	17		234		759
Risk adjusted return on capital (RAROC)		40.85	%	53.01		42.47	11.92		49.61		29.77
Economic capital, average	$	5,519		624		345	7,145		2,396		16,029
Cash overhead efficiency ratio		54.88	%	82.59		71.41	54.11		67.24		60.87
Average loans, net	$	101,402		177		8,854	40,250		993		151,676
Average core deposits	$	141,860		1,314		10,006	12,832		1,440		167,452

Key Points

• General Bank contributed 59% of consolidated operating earnings

• Parent income of $209 million includes the tax benefits of $218 million ($330 million pre-tax equivalent)

• All businesses produced results which again exceeded their cost of capital

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Wachovia 3Q02 Quarterly Earnings Report

General Bank

This segment consists of the Retail & Small Business and Commercial operations.

General Bank

Performance Summary

	2002					2001
	Third Quarter			Second Quarter	First Quarter	Fourth Quarter	Third Quarter	3 Q 02 vs 2 Q 02
	(In millions)
Income statement data
Net interest income (Tax-equivalent)	$	1,730		1,713	1,644	1,639	1,276	1	%
Fee and other income		519		508	498	578	434	2
Intersegment revenue		38		42	40	45	35	(10	)
Total revenue (Tax-equivalent)		2,287		2,263	2,182	2,262	1,745	1
Provision for loan losses		114		98	115	130	97	16
Noninterest expense		1,256		1,231	1,206	1,239	1,015	2
Income taxes (Tax-equivalent)		334		341	314	326	222	(2	)
Operating earnings	$	583		593	547	567	411	(2	)%
Performance and other data
Economic profit	$	415		416	390	411	289	—	%
Risk adjusted return on capital (RAROC)		40.85	%	41.03	40.11	42.50	38.71	—
Economic capital, average	$	5,519		5,554	5,439	5,344	4,298	(1	)
Cash overhead efficiency ratio		54.88	%	54.42	55.24	54.77	57.64	—
Average loans, net	$	101,402		100,832	98,033	97,004	76,383	1
Average core deposits	$	141,860		139,649	136,079	133,975	109,641	2	%
General Bank Key Metrics
	2002					2001
	Third Quarter			Second Quarter	First Quarter	Fourth Quarter	Third Quarter	3 Q 02 vs 2 Q 02
Customer overall satisfaction score (a)		6.47		6.38	6.37	6.35	6.33	1	%
Online customers (Enrollments in thousands)		4,663		4,399	4,429	4,123	3,810	6
Financial centers		2,755		2,756	2,761	2,812	2,818	—
ATMs		4,604		4,617	4,618	4,675	4,698	—	%

(a) Gallup survey measured on a 1-7 scale; 6.4 = “best in class”. 2001 scores represents customers of the former First Union only.

Key Points

• Total revenue up 1% on continued strong core deposit growth and mortgage-related revenues

• Expenses up 2% reflecting pro-rata share of previously discussed additions to legal reserves and higher production-based incentive costs; up 1% excluding legal reserves

• Loan growth continued to be strong, up 1% on continued strength in consumer real estate secured products and small business lending

• Low-cost core deposit momentum continued with growth of 4%; core deposits grew 2% overall

(See Appendix, pages 22-24 for further discussion of business unit results)

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Wachovia 3Q02 Quarterly Earnings Report

Capital Management

This segment includes Asset Management and Retail Brokerage Services.

Capital Management

Performance Summary

	2002							2001				3 Q 02 vs 2 Q 02
	Third Quarter			Second Quarter		First Quarter		Fourth Quarter		Third Quarter
	(In millions)
Income statement data
Net interest income (Tax-equivalent)	$	47		45		44		46		42		4	%
Fee and other income		725		783		778		782		652		(7	)
Intersegment revenue		(18	)	(19	)	(17	)	(19	)	(17	)	5
Total revenue (Tax-equivalent)		754		809		805		809		677		(7	)
Provision for loan losses		—		—		—		—		—		—
Noninterest expense		623		669		676		669		574		(7	)
Income taxes (Tax-equivalent)		48		51		47		52		36		(6	)
Operating earnings	$	83		89		82		88		67		(7	)%
Performance and other data
Economic profit	$	66		70		64		68		48		(6	)%
Risk adjusted return on capital (RAROC)		53.01	%	52.60		48.78		52.07		43.55		—
Economic capital, average	$	624		675		682		673		611		(8	)
Cash overhead efficiency ratio		82.59	%	82.75		83.96		82.79		84.85		—
Average loans, net	$	177		186		166		337		269		(5	)
Average core deposits	$	1,314		1,269		1,298		1,505		1,535		4	%

Capital Management Key Metrics

	2002				2001		3 Q 02 vs 2 Q 02
	Third Quarter		Second Quarter	First Quarter	Fourth Quarter	Third Quarter
	(In millions)
Separate account assets	$	120,837	120,982	124,168	122,439	124,592	—	%
Mutual fund assets		106,649	109,056	106,036	104,031	101,749	(2	)
Total assets under management (a)	$	227,486	230,038	230,204	226,470	226,341	(1	)
Gross fluctuating mutual fund sales	$	4,467	3,168	3,383	2,755	2,238	41
Registered representatives (Actual)		8,099	8,044	8,100	7,972	8,145	1
Broker client assets	$	240,100	258,200	274,600	274,300	257,900	(7	)
Margin loans	$	2,550	3,090	3,206	3,244	3,192	(17	)
Brokerage offices (Actual)		3,310	3,315	3,328	3,400	3,426	—	%

(a) Includes $67 billion in assets managed for Wealth Management which are also reported in that segment.

Key Points

• Total revenues were down 7% due to weaker market conditions and declining equity valuations

• Positive fluctuating fund flows and continued strong annuity sales partially offset lower asset valuations

• Expenses down 7% on continued expense control and lower volumes

• Total AUM declined 1% to $227 billion with net sales in mutual funds and separate accounts offset by the effects of declining equity markets (S&P down 18%, NASDAQ down 20%)

• Mutual fund assets declined 2% as record net fluctuating fund sales of $1.5 billion partially offset the effects of weak equity markets

— 3Q02 gross sales of $4.5 billion versus $3.2 billion in 2Q02

— Year-over-year mutual funds up almost $5 billion

(See Appendix, pages 25-26, for further discussion of business unit results)

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Wachovia 3Q02 Quarterly Earnings Report

Wealth Management

This segment includes Private Banking, Personal Trust, Investment Advisory Services, Charitable Services, Financial Planning and Insurance Brokerage (property and casualty, high net worth life).

	2002					2001		3 Q 02 vs 2 Q 02
	Third Quarter			Second Quarter	First Quarter	Fourth Quarter	Third Quarter
	(In millions)
Income statement data
Net interest income (Tax-equivalent)	$	101		99	96	93	62	2	%
Fee and other income		126		142	140	136	99	(11	)
Intersegment revenue		1		2	1	1	—	(50	)
Total revenue (Tax-equivalent)		228		243	237	230	161	(6	)
Provision for loan losses		3		7	1	4	2	(57	)
Noninterest expense		163		166	168	161	114	(2	)
Income taxes (Tax-equivalent)		23		25	25	23	16	(8	)
Operating earnings	$	39		45	43	42	29	(13	)%
Performance and other data
Economic profit	$	27		35	31	31	22	(23	)%
Risk adjusted return on capital (RAROC)		42.47	%	52.69	48.81	50.65	52.92	—
Economic capital, average	$	345		338	330	318	212	2
Cash overhead efficiency ratio		71.41	%	68.42	70.86	69.57	70.65	—
Average loans, net	$	8,854		8,632	8,400	8,148	5,680	3
Average core deposits	$	10,006		9,879	9,896	9,431	7,313	1	%

Wealth Management Key Metrics (a)

	2002				2001		3 Q 02 vs 2 Q0 02
	Third Quarter		Second Quarter	First Quarter	Fourth Quarter	Third Quarter
	(Dollars in millions)
Assets under management (b)	$	67,400	71,900	75,700	77,100	77,500	(6	)%
Assets under care		27,900	31,400	24,900	25,000	23,700	(11	)
Client relationships (Actual)		80,050	79,100	78,100	78,050	78,050	1
Wealth Management advisors (Actual)		956	966	984	983	983	(1	)%

(a) Historical periods restated to reflect subsequent consolidations of client accounts of both legacy companies, as well as transfers of assets to other business units. Future restatements may occur as relationships are moved to channels that best meet client needs.

(b) These assets are managed by and reported in Capital Management.

Key Points

• Total revenue declined 6% driven by lower asset valuations, partially offset by improved loan and deposit spread revenues

• Lower equity market valuations drove AUM down by 6%, though net flows into managed investment accounts were positive

(See Appendix, page 27 for further discussion of business unit results)

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Wachovia 3Q02 Quarterly Earnings Report

Corporate and Investment Bank

This segment includes Corporate Banking, Investment Banking and Principal Investing.

Corporate and Investment Bank

Performance Summary

	2002							2001				3 Q 02
	Third Quarter			Second Quarter		First Quarter		Fourth Quarter		Third Quarter		vs 2 Q 02
	(In millions)
Income statement data
Net interest income (Tax-equivalent)	$	611		589		589		687		507		4	%
Fee and other income		348		495		498		419		(218	)	(30	)
Intersegment revenue		(20	)	(24	)	(18	)	(19	)	(16	)	17
Total revenue (Tax-equivalent)		939		1,060		1,069		1,087		273		(11	)
Provision for loan losses		317		293		222		254		126		8
Noninterest expense		508		521		521		550		485		(2	)
Income taxes (Tax-equivalent)		45		93		121		108		(130	)	(52	)
Operating earnings	$	69		153		205		175		(208	)	(55	)%
Performance and other data
Economic profit	$	17		74		68		27		(359	)	(77	)%
Risk adjusted return on capital (RAROC)		11.92	%	15.05		14.53		13.30		(10.50	)	—
Economic capital, average	$	7,145		7,372		7,803		8,288		6,328		(3	)
Cash overhead efficiency ratio		54.11	%	49.15		48.73		50.64		n/m		—
Average loans, net	$	40,250		41,580		43,342		46,235		42,069		(3	)
Average core deposits	$	12,832		12,207		12,758		12,625		10,479		5	%

Key Points

• Net interest income up 4%

• Revenue fell 11% in a poor market environment

• Provision expense of $317 million includes $199 million relating to the transfer of previously discussed $703 million of exposure, primarily telecom, to held for sale

• Expenses declined by 2% reflecting merger efficiencies and lower revenue

• Average loans declined 3% on reduced credit facility usage

• Core deposits rose 5% due to increased focus on relationships and deposit gathering

(See Appendix, pages 28-30 for further discussion of business unit results)

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Wachovia 3Q02 Quarterly Earnings Report

Asset Quality

Asset Quality	2002							2001				3 Q 02
	Third Quarter			Second Quarter		First Quarter		Fourth Quarter		Third Quarter		vs 2 Q 02
	(In millions)
Nonperforming assets
Nonaccrual loans	$	1,751		1,805		1,685		1,534		1,506		(3	)%
Foreclosed properties		156		156		159		179		126		—
Total nonperforming assets	$	1,907		1,961		1,844		1,713		1,632		(3	)%
as  % of loans, net and foreclosed properties		1.21	%	1.23		1.14		1.04		0.96		—
Nonperforming loans in loans held for sale	$	115		108		213		228		273		6	%
Total nonperforming assets in loans and in loans held for sale	$	2,022		2,069		2,057		1,941		1,905		(2	)%
as  % of loans, net, foreclosed properties and     loans in other assets as held for sale		1.23	%	1.24		1.21		1.13		1.08		—
Allowance for loan losses
Balance, beginning of period	$	2,951		2,986		2,995		3,039		1,760		(1	)%
Former Wachovia balance, September 1, 2001		—		—		—		—		766		—
Net charge-offs		(224	)	(374	)	(325	)	(378	)	(243	)	(40	)
Allowance relating to loans transferred or sold		(315	)	(58	)	(23	)	(47	)	(368	)	—
Provision for loan losses related to loans transferred or sold		211		23		14		3		230		—
Provision for loan losses		224		374		325		378		894		(40	)
Balance, end of period	$	2,847		2,951		2,986		2,995		3,039		(4	)%
as % of loans, net		1.81	%	1.86		1.84		1.83		1.79		—
as % of nonaccrual and restructured loans (a)		163		163		177		195		202		—
as  % of nonperforming assets (a)		149	%	150		162		175		186		—
Net charge-offs	$	224		374		325		378		243		(40	)%
Commercial, as  % of average commercial loans		0.61	%	1.24		0.97		1.19		0.85		—
Consumer, as  % of average consumer loans		0.56		0.48		0.59		0.48		0.53		—
Total, as  % of average loans, net		0.59	%	0.97		0.83		0.93		0.73		—
Past due loans, 90 days and over
Commercial, as a  % of loans, net		1.58	%	1.62		1.49		1.38		1.30		—
Consumer, as a  % of loans, net		0.68	%	0.69		0.70		0.62		0.68		—

(a) These ratios do not include nonperforming loans included in other assets as held for sale.

Key Points

• Total NPAs declined 2% despite continued deterioration in telecom and the addition of credits to operating subsidiaries of a large cable company

• Net charge-offs decreased by 40%, to $224 million or 0.59% of average net loans

• Total net charge-offs of $224 million including $67 million related to telecom

• YTD net charge-offs of $923 million include $263 million related to telecom, $123 million related to Argentina, and $57 million to entities related to an energy services company; excluding these losses, net charge-offs would have been 41 bps of YTD average loans

• 3Q credit actions did not affect actual 3Q net charge-offs; expect 2002 full-year net charge-offs at the mid-to-high end of the 60-80 bps range

• Provision expense of $435 million exceeded charge-offs by $211 million due to transfers to loans held for sale ($703 million of largely telecom exposure and $58 million of home equity loans), and the sale of $70 million of commercial loans directly out of the portfolio

• Allowance totaled $2.8 billion and declined by $104 million due to transfer associated with movement of loans to held for sale

• Reduced emerging telecom exposure by approximately $800 million since year-end 2001

(See Appendix, pages 32-33 for further detail)

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Wachovia 3Q02 Quarterly Earnings Report

Nonperforming Loans

Nonperforming Loans (a)	2002							2001				3 Q 02
	Third Quarter			Second Quarter		First Quarter		Fourth Quarter		Third Quarter		vs 2 Q 02
	(In millions)
Balance, beginning of period	$	1,805		1,685		1,534		1,506		1,223		7	%
Commercial nonaccrual loan activity
Commercial nonaccrual loans, beginning of period		1,600		1,499		1,381		1,316		1,088		7
Former Wachovia balance, September 1, 2001		—		—		—		—		209		—
New nonaccrual loans and advances		528		721		541		668		376		(27	)
Net charge-offs		(164	)	(322	)	(277	)	(335	)	(193	)	(49	)
Transfers (to) from loans held for sale		(134	)	—		—		—		(20	)	—
Transfers (to) from other real estate owned		(8	)	—		—		(40	)	(5	)	—
Sales		(31	)	(134	)	(64	)	(64	)	(36	)	(77	)
Other, principally payments		(214	)	(164	)	(82	)	(164	)	(103	)	30
Net commercial nonaccrual loan activity		(23	)	101		118		65		19		—
Commercial nonaccrual loans, end of period		1,577		1,600		1,499		1,381		1,316		(1	)
Consumer nonaccrual loan activity
Consumer nonaccrual loans, beginning of period		205		186		153		190		135		10
Former Wachovia balance, September 1, 2001		—		—		—		—		33		—
New nonaccrual loans and advances		38		35		50		76		75		9
Transfers (to) from loans held for saled		(58	)	—		—		(22	)	(53	)	—
Sales and securitizations		(11	)	(16	)	(17	)	(91	)	—		(31	)
Net consumer nonaccrual loan activity		(31	)	19		33		(37	)	22		—
Consumer nonaccrual loans, end of period		174		205		186		153		190		(15	)
Balance, end of period	$	1,751		1,805		1,685		1,534		1,506		(3	)%

(a) Excludes nonperforming loans included in loans held for sale, which in the third, second and first quarters of 2002 and in the fourth and third quarters of 2001 were $115 million, $108 million, $213 million, $228 million and $273 million, respectively.

Key Points

• New commercial nonaccruals declined to $528 million and included $63 million of telecom and $164 million to operating subsidiaries of a large cable company

• Transferred a total of $192 million of commercial and consumer nonperforming loans to held for sale

• Sold $42 million of nonperforming loans out of the loan portfolio ($31 million commercial, $11 million consumer)

• Payments totaled 13% of 3Q02 beginning commercial nonperforming loans

(See Appendix, pages 32-33 for further detail)

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Wachovia 3Q02 Quarterly Earnings Report

Loans Held For Sale

Loans Held For Sale

	2002							2001
	Third Quarter			Second Quarter		First Quarter		Fourth Quarter		Third Quarter
	(In millions)
Balance, beginning of period	$	8,398		7,131		7,763		6,837		5,963
Core business activity
Core business activity, beginning of period		8,225		6,782		6,991		5,613		5,522
Former Wachovia Balance, September 1, 2001		—		—		—		—		180
Originations/purchases		7,200		5,611		5,940		7,471		5,189
Transfer of performing loans from loans held for sale, net		(3,639	)	(71	)	(38	)	(2	)	(121	)
Lower of cost or market value adjustments		(36	)	—		(3	)	(11	)	(10	)
Performing loans sold or securitized		(6,823	)	(3,683	)	(5,830	)	(5,655	)	(4,982	)
Nonperforming loans sold		—		—		(11	)	(2	)	—
Other, principally payments		(365	)	(414	)	(267	)	(423	)	(165	)
Core business activity, end of period		4,562		8,225		6,782		6,991		5,613
Portfolio management activity
Portfolio management activity, beginning of period		173		349		772		1,224		441
Former Wachovia Balance, September 1, 2001		—		—		—		—		117
Transfers to (from) loans held for sale, net
Performing loans		1,697		(11	)	10		(30	)	1,154
Nonperforming loans		201		—		—		24		79
Lower of cost or market value adjustments		19		(8	)	(11	)	(47	)	(5	)
Performing loans sold		(13	)	(49	)	(349	)	(190	)	(195	)
Nonperforming loans sold		(30	)	(10	)	(11	)	(104	)	(88	)
Allowance for loan losses related to loans transferred to loans held for sale		(309	)	—		(4	)	(10	)	(262	)
Other, principally payments		(43	)	(98	)	(58	)	(95	)	(17	)
Portfolio management activity, end of period		1,695		173		349		772		1,224
Balance, end of period (a)	$	6,257		8,398		7,131		7,763		6,837

(a) Nonperforming loans included in loans held for sale at September 30, June 30, and March 31, 2002 and at December 31 and September 30, 2001 were $115 million, $108 million, $213 million, $228 million and $273 million, respectively.

Key Points

• Portfolio management activity included transfer to held for sale of $703 million of largely telecom exposure (including $324 million performing and $143 million nonperforming loans) marked to an average carrying value of 46% of par, and $1.4 billion of home equity loans

• Net effect of market valuation adjustments and gain/loss on the sale of loans from held for sale and the portfolio (excluding actions outlined below) was

— $21 million versus $5 million in 2Q02

3Q02 Credit Actions

	Moved to Loans Held for Sale							Incremental Provision Expense	Ending Balance Included in Loans Held for Sale		Par Value (c)
	Unfunded Commitments		Outstandings	NPA		Reserves			Unfunded Commitments	Outstandings
	(In millions)
Emerging telecommunications (a)	$	188	221	31	%	$	46	128	108	47	38	%
Other telecommunications		32	207	30			32	47	17	127	60
Total telecommunications		220	428	30			78	175	125	174	46
Other industries		16	29	8			24	24	15	9	44
Total	$	236	467	30	%	$	86	199	140	183	46	%

(a) Includes CLECs (competitive local exchange carriers), affiliated wireless, broadband providers and datacenters.

(b) Direct exposure net of loan loss reserves and incremental provision expense associated with the transfer to loans held for sale, as well as prior charge-offs totalling $104 million.

(c) Represents the estimated market value of the remaining exposure (unfunded commitments and outstandings) after write-down to the lower of cost or market.

• Following 3Q02 credit actions period-end telecom portfolio (excluding held for sale) of $3.7 billion of exposure, including $1.0 billion outstanding

• — 64% of exposure investment grade rated or equivalent

• — Portfolio includes $315 million of emerging telecom exposure with $148 million outstanding

• Since September 30, telecom exposure reduced by an additional $400 million

(See Appendix, pages 32-33 for further detail)

Page-15

Wachovia 3Q02 Quarterly Earnings Report

Merger Integration Update

Merger Integration Metrics

	2002						Total as a % of Goal					Run Rate (b)	Run Rate as a % of Goal
	3Q		2Q	1Q	2001	Total			Goal
	(In millions)
Annual expense efficiencies (a)	$	155	167	150	86	472	53	%	$	890		620	70	%
One-time charges	$	121	155	75	319	670	44		$	1,525	(c)
Position reductions (d)		1,702	114	1,209	1,905	4,930	70			7,000
Branch consolidations		—	—	—	—	—	—	%		250- 300

* Gallup survey

	2002			2001	2003-2004
	3Q	2Q	1Q	Avg.	Target Range
						7=Extremely Satisfied
Customer overall satisfaction scores*	6.47	6.38	6.37	6.32	6.32 to 6.40	1=Extremely Dissatisfied
New/Lost ratio (e)	1.0	1.1			³1.0

(a) Expense efficiencies calculated from annualized combined 4Q00 base (excluding commissions, incentives, amortization and restructuring or merger costs) grown at a rate of 3%. The total column represents YTD 2002.

(b) Most recent quarter annualized. During 2002 additional merger efficiencies will be realized and additional merger costs incurred. Expected net merger expense efficiencies of $490 million in 2002.

(c) Includes $75 million of unanticipated costs associated with hostile takeover attempt.

(d) Represents change in FTE position from pro forma combined December 31, 2000, base of 85,885 and excludes divested businesses and the impact of strategic repositioning. 2001 total includes 452 of pre-close position reductions.

(e) New core General Bank retail and small business households gained divided by core households lost. Core households exclude single-service credit card, mortgage and trust households and out of footprint households. 3Q02 represents two months ended August 2002.

Key Points

3Q02 Achievements

• Jacksonville data center move completed

• 47% of major system-related activities and integration events completed including:

– GBG sales referral and lead system deployed

– Common retail deposit product menu rolled out to customer base

– Florida teller system and branch PC automation deployment completed

– ACH systems converted (processes an average of 63 million items totaling an average of $250 billion per month)

– CMG conversion and branding as Wachovia Securities completed

– CIB systems conversion (excluding loan syndications system) and branding as Wachovia Securities completed

• Voluntary employee attrition YTD remains low at 14.3% versus 2001 levels of 18.1%

• Over 840,000 of 1.5 million scheduled product and system training hours completed YTD

• Licensed and trained 439 series 6 & 63 sales reps YTD in former Wachovia branches

4Q02 Activities

• Florida branding change and deposit system conversion in mid-November

• Begin Georgia systems conversion testing

• Commercial loan system conversion

• Launch newly branded, consolidated website

(See Appendix, pages 34-36 for further detail)

Page-16

Wachovia 3Q02 Quarterly Earnings Report

Merger Integration: On Track

Event / Conversion Name	Target Date	Completed on Time
Dallas Lockbox Migration	Jul. 2002	ü
Personal Trust System Conversion	Jul. 2002	ü
Reissue Legacy Wachovia Florida ATM Cards	Jul. 2002	ü
Tennessee Branch Closed	Jul. 2002	ü
Corporate and Investment Banking Safekeeping Conversion	Jul. 2002	ü
Retail Consumer Loans—New Originations	Jul. 2002	ü
Corporate Intranet Web Site	Jul. 2002	ü
Data Center Consolidation—Jacksonville to Winston-Salem	Jul. 2002	ü
Leveraged Finance Asset-Based Lending Conversion	Jul. 2002	ü
Capital Management Group	Jul. 2002	ü
Employee Benefits/401(k) Conversion	Jul. 2002	ü
Common Retail Product Pricing/Naming Conversion	Aug. 2002	ü
Deposit Merger Enhancement Code Migrated to Production	Aug. 2002	ü
Business Banking Automatic Transfer Conversion	Aug. 2002	ü
Community Banking—First Contact	Aug. 2002	ü
Checkcard Monthly Fee Waiver	Aug. 2002	ü
Automated Clearinghouse (ACH) Conversion	Aug. 2002	ü
Maximize Service Delivery Enhancements Release #1	Aug. 2002	ü
Florida Conversion Readiness Review	Aug. 2002	ü
Corporate and Investment Bank—Real Estate and Financial Services Commercial Paper Conduit	Aug. 2002	ü
Interim Mortgage Servicing Migration to Raleigh	Sept. 2002	ü
Commercial New Product Rollout	Sept. 2002	ü
Merchant Credit Card Conversion	Sept. 2002	ü
Small Business Loan Originations Conversion Phase 2	Sept. 2002	ü
Commercial Credit Card Conversion	Sept. 2002	ü
ATM Machine Hardware Conversion	Sept. 2002	ü
Retail Consumer Loans Upgrade	Sept. 2002	ü
Web Bill Payment Platform Conversion	Sept. 2002	ü
PCs Deployment in Florida Financial Centers	Sept. 2002	ü

Page-17

Wachovia 3Q02 Quarterly Earnings Report

Summary 3Q02-Wachovia on Track

• Net interest margin remained relatively stable

• Fee and other income effected by difficult July and August market environment

• Continued risk reduction strategies, reducing telecom exposure and mitigating future legal costs

• Nonperforming loans down 2%

• Low-cost core deposit growth up 16% annualized

• Improved Tier 1 capital ratio 27 bps to 8.10%

• Merger integration on track and progressing well

2002 Outlook

• 4Q02 net interest margins should decline by 7 to 10 bps

• Revenues expected to rebound from depressed 3Q levels

• Expenses projected to remain flat

• Average loans (excluding securitizations/sales) expected increase slightly

• NPAs should be flat to slightly down

• Full year 2002 net charge-offs expected to be at the mid-to-high end of 60 to 80 bps range

• Tier 1 capital expected to continue to build

• Dividend payout ratio target of 30—35% of cash earnings remains

• Average diluted shares down about 12 million in 4Q02 due to scheduled settlement of certain equity forward and forward purchase contracts

• 4Q02 base effective tax rate of 31.3%; reported tax rate substantially lower due to remaining previously disclosed benefit to be used for further risk reduction strategies

Page-18

Wachovia 3Q02 Quarterly Earnings Report

Appendix

Table of Contents

Summary Operating Results	19
Net Interest Income	19-20
Fee and Other Income	21
Noninterest Expense	21
General Bank	22-24
Capital Management	25-26
Wealth Management	27
Corporate and Investment Bank	28-30
Parent	31
Asset Quality	32-33
First Union/Wachovia Merger Integration Update	34-36

Wachovia 3Q02 Quarterly Earnings Report

Summary Operating Results

3Q02 results reflect a significantly lower tax provision, resulting primarily from recognition of a tax benefit related to our investment in The Money Store (TMS). In June 2000, we recorded a $1.8 billion write-down for impairment of goodwill to reflect the lower fair value of our investment in TMS for financial reporting purposes but did not reflect any related tax benefit. TMS issued preferred stock to unrelated third parties in the third quarter of 2002, resulting in the recognition of a tax benefit related to a loss on our investment in TMS.

3Q02 included year-to-date tax benefits of $218 million ($330 million pre-tax equivalent) that were fully offset by proactive risk reduction strategies including credit and legal actions taken in the quarter. It is anticipated that our 4Q02 tax expense will be reduced by an amount in excess of $90 million (after-tax) and that this benefit will also be utilized to further reduce risk.

Our income tax expense for the three months and the nine months ended September 30, 2002, was $100 million and $976 million, respectively, representing effective tax rates of 9.2% and 25.6% on operating earnings.

In 3Q02, we adopted the fair value method of accounting for stock options effective for grants made during 2002. Under this method, expense is measured as the fair value of the stock options as of the grant date and the expense is recognized evenly over the vesting period. The 3Q02 financial impact of new options awarded in 2002 was $13 million after-tax, or $0.01 per share. Additionally, 2Q02 reported, operating, and cash operating earnings have been recast to reflect a $13 million after-tax impact of this adoption. The impact of the 2002 grant will be recorded over the three-year vesting period. In addition, the impact of the 2003 and 2004 grants, if stock awards are granted, will be recorded over the vesting periods.

Assuming we were to continue our stock option grants at comparable levels for the next four years and assuming all fair value and vesting assumptions remain unchanged, the after-tax impact on net income available to common stockholders and diluted earnings per share would be approximately $87 million, and $0.06, respectively in 2003; $137 million and $0.10, respectively, in 2004; and $150 million and $0.11, respectively, in 2005. The impact in 2005 represents the ongoing annual impact, assuming we were to continue at current levels.

Net Interest Income

Interest Income Summary

	2002					2001		3 Q 02
	Third Quarter			Second Quarter	First Quarter	Fourth Quarter	Third Quarter	vs 2 Q 02
	(In millions)
Average earning assets	$	255,789		254,424	255,488	259,884	219,672	1	%
Average interest-bearing liabilities		224,170		223,812	227,365	231,742	198,307	—
Interest income (Tax-equivalent)		3,966		3,948	3,954	4,363	3,988	—
Interest expense		1,446		1,433	1,477	1,879	2,014	1
Net interest income (Tax-equivalent)	$	2,520		2,515	2,477	2,484	1,974	—	%
Rate earned		6.17	%	6.22	6.24	6.68	7.23	—
Equivalent rate paid		2.24		2.26	2.34	2.87	3.65	—
Net interest margin		3.93	%	3.96	3.90	3.81	3.58	—

Net interest income was essentially flat vs. 2Q02, as higher net earning assets were offset by narrower margins. Net interest margin of 3.93% decreased 3 bps vs. 2Q02. The decline was driven by refinancings and prepayments associated with a flattening of the yield curve which has narrowed spreads.

In order to maintain our targeted interest rate risk profile, derivative positions are used to hedge the repricing risk inherent in balance sheet positions. The contribution of hedge-related derivatives, primarily on fixed-rate debt, fixed rate consumer deposits, and floating rate loans, offsets effects on income from balance sheet positions. In 3Q02, net hedge-related derivative income contributed 38 bps to the net interest margin vs. 39 bps in 2Q02.

Page-19

Wachovia 3Q02 Quarterly Earnings Report

Average loans were down 2% vs. 2Q02. Average commercial loans were down 2% due to lower loan demand and credit facilities usage. Average consumer loans were down 3%, or $1.7 billion, due to an average $1.3 billion in sales, securitizations and transfers. Excluding these factors, consumer loans were down 1%. Significant factors affecting the consumer loan average included $2.4 billion of mortgages securitized into agency and other mortgage-backed securities on September 1 and $980 million securitized on May 1. Student loans transferred from held for sale to the loan portfolio increased the average by $334 million. Miscellaneous consumer loan sales and securitizations reduced average loans by $421 million. An additional factor was an average of $129 million in planned runoff in the indirect auto loan and lease portfolio. Remaining auto lease balances total $36 million. (See Table on Page 5)

Average core deposits increased 2% vs. 2Q02, due to continued strong low-cost core deposit growth (up 4%) offset by CD runoff. Customer preferences for liquidity in this environment have also contributed to the increase. Average demand deposits, money market, interest checking and savings grew a combined $3.6 billion, while average time deposits declined by $927 million as a result of the rate environment and lower funding requirements. Foreign and other time deposits declined $790 million, or 6%, vs. 2Q02, as we continue to shift toward lower cost funding sources. (See Table on Page 5)

The following table provides additional period-end balance sheet data.

Period-End Balance Sheet Data

	2002					2001		3 Q 02
	Third Quarter		Second Quarter	First Quarter		Fourth Quarter	Third Quarter	vs 2 Q 02
	(In millions)
Commercial loans, net	$	101,931	102,780	104,883		106,308	107,673	(1	)%
Consumer loans, net		55,611	56,020	57,411		57,493	62,007	(1	)
Loans, net		157,542	158,800	162,294		163,801	169,680	(1	)
Goodwill and other intangible assets
Goodwill		10,810	10,728	10,728		10,616	10,496	1
Deposit base		1,363	1,508	1,661		1,822	2,433	(10	)
Customer relationships		222	229	237		244	8	(3	)
Tradename		90	90	90		90	—	—
Total assets		333,880	324,679	319,853		330,452	325,897	3
Core deposits		173,697	166,779	165,759		169,310	158,564	4
Total deposits		187,785	180,663	180,033		187,453	180,549	4
Stockholders’ equity	$	32,105	30,379	28,785		28,455	28,506	6	%
Memorandum: unrealized gains/losses (Before taxes)
Securities, net	$	2,589	1,322	299		691	1,316
Risk management derivative financial instruments, net		2,210	844	(170	)	204	1,593
Total	$	4,799	2,166	129		895	2,909

Page-20

Wachovia 3Q02 Quarterly Earnings Report

Fee and Other Income

(See Table on Page 6)

Fee and other income decreased 10% vs. 2Q02, primarily the result of lower commission and asset management income. Trading losses of $71 million were offset by securities gains of $71 million. Fees represented 43% of total revenue in 3Q02 vs. 46% in 2Q02.

Service charges and fees increased slightly from 2Q02. Service charge growth of 3% was offset by lower banking service fees.

Commissions declined 5% from 2Q02 levels, as lower revenues from equity products were partially offset by continued strong sales of annuity products.

Fiduciary and asset management fees were down 8% vs. 2Q02, reflecting lower asset valuations. Modestly positive fund flows offset lower asset valuations in asset management and Wealth Management. Mutual fund assets of $107 billion were down 2% from 2Q02 on lower equity valuations.

Advisory, underwriting and other investment banking fees declined 68% from 2Q02 levels due primarily to trading losses of $71 million compared to trading profits of $33 million in 2Q02. 2Q02 results also included a $42 million gain related to the securitization of assets from one of our conduits. Fees were down $7 million, or 5% excluding these factors, reflecting weak markets.

Principal investing recorded net losses of $29 million compared to net losses of $42 million in 2Q02.

Other income decreased $21 million vs. 2Q02. 3Q02 mortgage sales and securitization income of $44 million was flat compared to 2Q02. Home equity sale and securitization income was $42 million in 3Q02 vs. $19 million in 2Q02. Net losses from market valuation adjustments on and sales of loans held for sale were $9 million in 3Q02 vs. gains of $28 million in 2Q02. Tax credit-related amortization decreased to $13 million from $24 million in 2Q02. Net security gains were $71 million in 3Q02 vs. $58 million in 2Q02, including $40 million in impairment losses in each quarter’s results.

Noninterest Expense

(See Table on Page 7)

Noninterest expense increased 2% vs. 2Q02, as increased expenses related to accelerated legal resolutions and additions to legal reserves offsett declines in most other expense categories. Salaries and employee benefits expenses declined 5% vs. 2Q02 driven primarily by lower incentive expense on lower revenue production. Sundry expense increased $123 million, primarily due to the aforementioned higher legal expenses. Other expenses were up 3% in aggregate. Intangibles amortization was $152 million in 3Q02 vs. $161 million in 2Q02. $145 million of amortization expense represents amortization of deposit base intangibles and $7 million represents amortization of other intangibles.

Page-21

Wachovia 3Q02 Quarterly Earnings Report

General Bank

This segment consists of the Retail and Small Business, and Commercial operations.

(See Table on Page 9)

Retail and Small Business

This sub-segment includes Retail Banking, Small Business Banking, Wachovia Mortgage, Wachovia Home Equity, Educaid and other retail businesses.

Retail and Small Business

Performance Summary

	2002					2001		3 Q 02
	Third Quarter			Second Quarter	First Quarter	Fourth Quarter	Third Quarter	vs 2 Q 02
	(In milions)
Income statement data
Net interest income (Tax-equivalent)	$	1,371		1,359	1,309	1,306	1,053	1	%
Fee and other income		459		448	427	513	392	2
Intersegment revenue		19		22	23	25	21	(14	)
Total revenue (Tax-equivalent)		1,849		1,829	1,759	1,844	1,466	1
Provision for loan losses		87		74	76	92	72	18
Noninterest expense		1,095		1,081	1,054	1,082	899	1
Income taxes (Tax-equivalent)		242		246	230	245	173	(2	)
Operating earnings	$	425		428	399	425	322	(1	)%
Performance and other data
Economic profit	$	335		335	312	338	245	—	%
Risk adjusted return on capital (RAROC)		49.74	%	50.53	49.15	52.24	44.77	—
Economic capital, average	$	3,435		3,394	3,323	3,332	2,967	1
Cash overhead efficiency ratio		59.13	%	59.12	59.92	58.69	60.75	—
Average loans, net	$	61,860		60,593	58,088	56,668	47,625	2
Average core deposits	$	125,174		124,515	121,998	120,686	98,847	1	%

Net interest income increased 1% over 2Q02. The improvement was driven by growth in prime equity lines, mortgages, and small business. Average core deposits were up 1%, as low-cost core deposits continued to show strong growth of 3%, especially in Money Market, and Interest Checking, while CDs fell 3%. Spreads were benefited by growth in lower cost funding; this was offset by a 193 bp margin reduction in the $3.1 billion government guaranteed Educaid portfolio, the result of annual rate repricing.

Fee and other income rose 2%, primarily due to strong mortgage banking origination fees and an additional day in the quarter. 3Q02 mortgage results included $4 million in net gains on $3.2 billion in mortgage deliveries to agencies/private investors and $14 million in gains on flow servicing sales. 2Q02 mortgage results included $7 million in gains on $3.4 billion in mortgage deliveries and $14 million in gains on flow servicing sales. There were no gains on home equity loan sales related to Wachovia Home Equity Bank in 3Q02, compared to $2 million in gains in 2Q02.

Provision expense rose 18% largely due to a $10 million loss on the sale of $52 million of NPAs.

Expenses rose 1%, primarily due to higher variable compensation and legal reserves, as well as increased technology and operations related to the Financial Centers.

Page-22

Wachovia 3Q02 Quarterly Earnings Report

Retail Loan Production

Retail and Small Business

	2002				2001		3 Q 02
	Third Quarter		Second Quarter	First Quarter	Fourth Quarter	Third Quarter	vs 2 Q 02
	(In millions)
Loan volume
Consumer direct	$	1,861	1,887	1,977	1,842	1,370	(1	)%
Prime equity lines		4,539	4,534	4,478	3,837	2,858	—
Wachovia Home Equity		916	746	2,007	1,416	1,447	23
Wachovia Mortgage Corporation		5,138	4,308	5,275	6,658	4,279	19
Other		2,540	2,226	1,995	2,278	1,424	14
Total loan volume	$	14,994	13,701	15,732	16,031	11,378	9	%
Average loans
Consumer direct	$	16,908	17,103	16,456	15,444	13,701	(1	)%
Prime equity lines		16,851	15,485	14,135	13,171	10,809	9
Wachovia Home Equity		11,430	11,746	11,280	11,910	12,013	(3	)
Wachovia Mortgage Corporation		406	384	383	385	404	6
Other		16,265	15,875	15,834	15,758	10,698	2
Total average loans	$	61,860	60,593	58,088	56,668	47,625	2	%

Loan volume increased 9% due to strength in mortgage loan growth. Big Three loans (consumer direct, prime equity lines and small business) had a 2% decrease from 2Q02. In 2Q02, we consolidated the broker origination platform with that of Wachovia Mortgage Corporation and expect Wachovia Home Equity to generate $1 billion for the remainder of 2002.

Average retail loan outstandings increased 2%, primarily in prime equity lines, more than offsetting declines in consumer direct and home equity.

Firstunion.com/Wachovia.com

firstunion.com/wachovia.com

	2002				2001		3 Q 02
	Third Quarter		Second Quarter	First Quarter	Fourth Quarter	Third Quarter	vs 2 Q 02
	(In thousands)
Online customers (Enrollments)
Retail		4,411	4,171	4,235	3,953	3,661	6	%
Wholesale		252	228	194	170	149	11
Total customers online (Enrollments)		4,663	4,399	4,429	4,123	3,810	6
Retail enrollments per quarter		264	305	341	344	310	(13	)
Dollar value of transactions (In billions)	$	11.5	11.6	10.4	10.9	7.8	(1	)%

Wachovia Contact Center

Wachovia Contact Center Metrics

	2002				2001		3 Q 02
	Third Quarter		Second Quarter	First Quarter	Fourth Quarter	First Quarter	vs 2 Q 02
	(In millions)
Customer calls to
Person	8.9		8.6	8.9	7.5	8.8	3	%
Voice response unit	34.8		34.8	36.7	23.2	27.9	—
Total calls	43.7		43.4	45.6	30.7	36.7	1
% of calls handled in 30 seconds or less (Target 70%)	79	%	83	75	79	84	—	%

Page-23

Wachovia 3Q02 Quarterly Earnings Report

Commercial

This sub-segment includes middle-market Commercial, Commercial Real Estate and Government Banking.

Commercial

Performance Summary

	2002					2001		3 Q 02
	Third Quarter			Second Quarter	First Quarter	Fourth Quarter	Third Quarter	vs 2 Q 02
	(In millions)
Income statement data
Net interest income (Tax-equivalent)	$	359		354	335	333	223	1	%
Fee and other income		60		60	71	65	42	—
Intersegment revenue		19		20	17	20	14	(5	)
Total revenue (Tax-equivalent)		438		434	423	418	279	1
Provision for loan losses		27		24	39	38	25	13
Noninterest expense		161		150	152	157	116	7
Income taxes (Tax-equivalent)		92		95	84	81	49	(3	)
Operating earnings	$	158		165	148	142	89	(4	)%
Performance and other data
Economic profit	$	80		81	78	73	44	(1	)%
Risk adjusted return on capital (RAROC)		26.20	%	26.10	25.91	26.38	25.20	—
Economic capital, average	$	2,084		2,160	2,116	2,012	1,331	(4	)
Cash overhead efficiency ratio		36.90	%	34.65	35.83	37.50	41.28	—
Average loans, net	$	39,542		40,239	39,945	40,336	28,758	(2	)
Average core deposits	$	16,686		15,134	14,081	13,289	10,794	10	%

Net interest income grew 1% due to 10% growth in core deposits, driven by a consistent focus on relationship banking. Average loans fell 2%, the result of continued weak loan demand among commercial borrowers.

Fee and other income remained stable at $60 million. 3Q02 results included $4 million in gains on commercial loan sales.

Expenses increased 7% due to increases in incentive compensation and other variable costs, as well as increases related to technology and operations expenses.

Page-24

Wachovia 3Q02 Quarterly Earnings Report

Capital Management

This segment includes Asset Management and Retail Brokerage Services.

(See Table on Page 10)

Asset Management

This sub-segment consists of the mutual fund business, customized investment advisory services and corporate and institutional trust services.

Asset Management

Performance Summary

	2002							2001				3 Q 02 vs 2 Q 02
	Third Quarter			Second Quarter		First Quarter		Fourth Quarter		Third Quarter
	(In millions)
Income statement data
Net interest income (Tax-equivalent)	$	5		1		(1	)	(1	)	(3	)	—	%
Fee and other income		221		230		237		238		206		(4	)
Intersegment revenue		(2	)	(1	)	—		—		(1	)	—
Total revenue (Tax-equivalent)		224		230		236		237		202		(3	)
Provision for loan losses		—		—		—		—		—		—
Noninterest expense		166		166		166		163		151		—
Income taxes (Tax-equivalent)		21		23		26		26		18		(9	)
Operating earnings	$	37		41		44		48		33		(10	)%
Performance and other data
Economic profit	$	33		38		40		43		30		(13	)%
Risk adjusted return on capital (RAROC)		111.91	%	124.50		130.88		137.62		122.40		—
Economic capital, average	$	130		132		137		136		108		(2	)
Cash overhead efficiency ratio		74.14	%	72.06		70.56		68.65		74.77		—
Average loans, net	$	175		184		164		335		268		(5	)
Average core deposits	$	1,116		1,162		1,199		1,430		1,442		(4	)%

Fee and other income declined 4%, as strong flows into fixed income funds helped offset the effects of declining equity markets.

Expenses were flat compared to 2Q02 levels due to a continued focus on expense control.

Mutual Funds

	2002												2001								3 Q 02 vs 2 Q 02
	Third Quarter				Second Quarter				First Quarter				Fourth Quarter				Third Quarter
	Amount		Fund Mix		Amount		Fund Mix		Amount		Fund Mix		Amount		Fund Mix		Amount		Fund Mix
	(In billions)
Assets under management
Money market	$	68	64	%	$	69	64	%	$	64	60	%	$	64	62	%	$	63	62	%	(1	)%
Equity		17	16			21	19			24	23			24	23			23	22		(19	)
Fixed income		22	20			19	17			18	17			16	15			16	16		16
Total mutual fund assets	$	107	100	%	$	109	100	%	$	106	100	%	$	104	100	%	$	102	100	%	(2	)%

Record net fluctuating fund sales of $1.5 billion, driven by strong fixed income fund sales, led the net overall mutual fund sales of $619 million during the quarter.

Page-25

Wachovia 3Q02 Quarterly Earnings Report

Retail Brokerage Services

This sub-segment includes Retail Brokerage and Insurance Services.

Retail Brokerage Services

Performance Summary

	2002							2001				3 Q 02 vs 2 Q 02
	Third Quarter			Second Quarter		First Quarter		Fourth Quarter		Third Quarter
	(In millions)
Income statement data
Net interest income (Tax-equivalent)	$	41		43		44		46		43		(5	)%
Fee and other income		515		564		552		552		460		(9	)
Intersegment revenue		(17	)	(20	)	(17	)	(17	)	(19	)	15
Total revenue (Tax-equivalent)		539		587		579		581		484		(8	)
Provision for loan losses		—		—		—		—		—		—
Noninterest expense		470		514		523		518		435		(9	)
Income taxes (Tax-equivalent)		26		27		20		26		15		(4	)
Operating earnings	$	43		46		36		37		34		(7	)%
Performance and other data
Economic profit	$	30		30		22		23		17		—	%
Risk adjusted return on capital (RAROC)		34.91	%	33.75		26.28		28.52		25.87		—
Economic capital, average	$	498		546		549		541		506		(9	)
Cash overhead efficiency ratio		87.20	%	87.65		90.32		89.44		89.62		—
Average loans, net	$	2		2		2		2		1		—
Average core deposits	$	198		107		99		75		93		85	%

Net interest income was down 5% primarily due to a decline in margin loan balances of 17%.

Fee and other income declined 9%, reflecting the weak market environment partially offset by solid annuity sales of $1.5 billion.

Expenses dropped 9% driven by a reduction in variable expenses related to lower volumes and continued focus on expense control.

Retail Brokerage Metrics

	2002				2001		3 Q 02 vs 2 Q 02
	Third Quarter		Second Quarter	First Quarter	Fourth Quarter	Third Quarter
	(Dollars in millions)
Broker client assets	$	240,100	258,200	274,600	274,300	257,900	(7	)%
Margin loans	$	2,550	3,090	3,206	3,244	3,192	(17	)
Licensed sales force
Full-service financial advisors		4,821	4,862	4,974	5,134	5,214	(1	)
Financial center series 6		3,278	3,182	3,126	2,838	2,931	3
Total sales force		8,099	8,044	8,100	7,972	8,145	1	%

Broker client assets declined due to the effects of the declining equities markets, although the number of brokerage accounts held steady at 2Q02 levels of 3.4 million.

Capital Management Eliminations

In addition to the above sub-segments, Capital Management results include eliminations among business units. Certain brokerage commissions earned on mutual fund sales by our brokerage sales force are eliminated and deferred in the consolidation of Capital Management reported results. In 3Q02, brokerage revenue and expense eliminations were $11 million and $13 million, respectively, and had no material effect on this segment’s earnings.

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Wachovia 3Q02 Quarterly Earnings Report

Wealth Management

This segment includes Private Banking, Personal Trust, Investment Advisory Services, Charitable Services, Financial Planning and Insurance Brokerage (property and casualty, and high net worth life).

Wealth Management

Performance Summary

	2002					2001		3 Q 02 vs 2 Q 02
	Third Quarter			Second Quarter	First Quarter	Fourth Quarter	Third Quarter
	(In millions)
Income statement data
Net interest income (Tax-equivalent)	$	101		99	96	93	62	2	%
Fee and other income		126		142	140	136	99	(11	)
Intersegment revenue		1		2	1	1	—	(50	)
Total revenue (Tax-equivalent)		228		243	237	230	161	(6	)
Provision for loan losses		3		7	1	4	2	(57	)
Noninterest expense		163		166	168	161	114	(2	)
Income taxes (Tax-equivalent)		23		25	25	23	16	(8	)
Operating earnings	$	39		45	43	42	29	(13	)%
Performance and other data
Economic profit	$	27		35	31	31	22	(23	)%
Risk adjusted return on capital (RAROC)		42.47	%	52.69	48.81	50.65	52.92	—
Economic capital, average	$	345		338	330	318	212	2
Cash overhead efficiency ratio		71.41	%	68.42	70.86	69.57	70.65	—
Average loans, net	$	8,854		8,632	8,400	8,148	5,680	3
Average core deposits	$	10,006		9,879	9,896	9,431	7,313	1	%

Wealth Management Key Metrics (a)

	2002				2001		3 Q 02 vs 2 Q0 02
	Third Quarter		Second Quarter	First Quarter	Fourth Quarter	Third Quarter
	(Dollars in millions)
Assets under management (b)	$	67,400	71,900	75,700	77,100	77,500	(6	)%
Assets under care		27,900	31,400	24,900	25,000	23,700	(11	)
Client relationships (Actual)		80,050	79,100	78,100	78,050	78,050	1
Wealth Management advisors (Actual)		956	966	984	983	983	(1	)%

(a) Historical periods restated to reflect subsequent consolidations of client accounts of both legacy companies, as well as transfers of assets to other business units.

Future restatements may occur as relationships are moved to channels that best meet client needs.

(b) These assets are managed by and reported in Capital Management.

Net interest income increased 2% versus 2Q02. This increase was related to a 3% rise in both consumer and commercial loans as well as a 1% increase in core deposits, driven by a rise in money market account balances.

Fee and other income declined 11% from 2Q02. The decline was due to a reduction in insurance commissions income following a strong second quarter and reduced personal trust fees resulting from lower asset valuations.

Expenses decreased 2% versus 2Q02, driven largely by a decline in incentive compensation.

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Wachovia 3Q02 Quarterly Earnings Report

Corporate and Investment Bank

This segment includes Corporate Banking, Investment Banking and Principal Investing.

(See Table on Page 12)

	2002							2001				3 Q 02 vs 2 Q 02
Corporate and Investment Bank Total Revenue	Third Quarter			Second Quarter		First Quarter		Fourth Quarter		Third Quarter
	(In millions)
Corporate banking	$	734		699		710		699		551		5	%
Investment banking
Agency		152		206		192		216		117		(26	)
Fixed income		88		209		261		183		207		(58	)
Affordable housing (AH)		15		11		14		26		8		36
Total investment banking		255		426		467		425		332		(40	)
Principal investing		(30	)	(41	)	(90	)	(18	)	(594	)	27
Intersegment revenue		(20	)	(24	)	(18	)	(19	)	(16	)	(17	)
Total revenue	$	939		1,060		1,069		1,087		273		(11	)%
Memoranda
Trading account profits (Included above)	$	(64	)	34		121		43		66		—	%

Corporate Banking

This sub-segment includes Large Corporate Lending, Treasury Management, Commercial Leasing and Rail, and International.

	2002							2001				3 Q 02 vs 2 Q 02
Corporate Banking Performance Summary	Third Quarter			Second Quarter		First Quarter		Fourth Quarter		Third Quarter
	(In millions)
Income statement data
Net interest income (Tax-equivalent)	$	432		419		439		491		365		3	%
Fee and other income		302		280		271		208		186		8
Intersegment revenue		(13	)	(16	)	(13	)	(14	)	(10	)	19
Total revenue (Tax-equivalent)		721		683		697		685		541		6
Provision for loan losses		318		293		222		248		125		9
Noninterest expense		270		266		267		295		248		2
Income taxes (Tax-equivalent)		52		48		79		55		58		8
Operating earnings	$	81		76		129		87		110		7	%
Performance and other data
Economic profit	$	83		60		58		11		31		38	%
Risk adjusted return on capital (RAROC)		17.77	%	15.74		15.35		12.76		15.10		—
Economic capital, average	$	4,901		5,054		5,395		5,734		3,975		(3	)
Cash overhead efficiency ratio		37.50	%	38.97		38.28		43.20		45.59		—
Average loans, net	$	37,118		38,205		39,689		42,307		38,082		(3	)
Average core deposits	$	10,101		9,619		9,875		9,784		7,925		5	%

Net interest income increased 3% due to higher margin fees and deposit growth. Loan outstandings declined $1.1 billion due to continued reduction in credit facility usage and cancellations/reduction of loan facilities by large borrowers. Deposits increased 5%.

Fee and other income grew 8%, due to trading gains of $15 million; primarily on purchased credit default swaps, as well as higher leasing income.

Provision expense in 3Q02 included $199 million relating to $703 million of exposure, primarily telecom, that was moved to held for sale. The loans were marked to a carrying value of 46% of par.

Expenses increased 2% reflecting revenue growth and expense control.

	2002				2001		3 Q 02 vs 2 Q 02
Corporate Banking Fees	Third Quarter		Second Quarter	First Quarter	Fourth Quarter	Third Quarter
	(In millions)
Lending/Treasury services	$	180	167	162	93	82	8	%
Leasing		45	39	41	45	40	15
International/Treasury services		77	74	68	70	64	4
Corporate banking fees	$	302	280	271	208	186	8	%

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Wachovia 3Q02 Quarterly Earnings Report

Investment Banking

This sub-segment includes Equity Capital Markets, Loan Syndications, High Yield Debt, M&A, Fixed Income Sales and Trading, Municipal Group, Foreign Exchange, Derivatives, Equity Derivatives, Structured Products, Real Estate Capital Markets and Asset Securitization.

Investment Banking

Performance Summary

	2002							2001				3 Q 02
	Third Quarter			Second Quarter		First Quarter		Fourth Quarter		Third Quarter		vs 2 Q 02
	(In millions)
Income statement data
Net interest income (Tax-equivalent)	$	180		169		150		193		151		7	%
Fee and other income		75		257		317		232		181		(71	)
Intersegment revenue		(7	)	(8	)	(5	)	(5	)	(6	)	13
Total revenue (Tax-equivalent)		248		418		462		420		326		(41	)
Provision for loan losses		(1	)	—		—		6		1		—
Noninterest expense		233		249		248		248		228		(6	)
Income taxes (Tax-equivalent)		5		63		77		62		32		(92	)
Operating earnings	$	11		106		137		104		65		(90	)%
Performance and other data
Economic profit	$	(16	)	71		100		66		34		—	%
Risk adjusted return on capital (RAROC)		5.69	%	32.92		41.37		30.52		25.39		—
Economic capital, average	$	1,283		1,311		1,335		1,417		1,012		(2	)
Cash overhead efficiency ratio		93.19	%	59.76		53.69		58.98		69.96		—
Average loans, net	$	3,132		3,375		3,653		3,887		3,969		(7	)
Average core deposits	$	2,731		2,588		2,883		2,841		2,554		6	%

Net interest income increased 7%, primarily due to higher spreads in fixed income offset by modestly lower loan balances. Deposits increased 6%, the result of increased balances in commercial mortgage servicing.

Fee and other income declined 71%. The decline was fueled by trading losses of $79 million compared to gains of $34 million in 2Q02, due to poor results in fixed income sales and trading, equity derivatives and interest rate derivatives. Agency business results were depressed by $37 million of market valuation adjustments in loan syndications. Bond securities losses were $17 million in high yield and fixed income compared to $9 million in 2Q02. Excluding the above, underlying results were down 10% due to weak markets, driven by lower deal volume in syndications, equity capital markets, and convertible bond underwriting.

Expenses declined 6% on lower deal volumes and trading results.

Investment Banking Fees

	2002					2001		3 Q 02
	Third Quarter			Second Quarter	First Quarter	Fourth Quarter	Third Quarter	vs 2 Q 02
	(In millions)
Agency	$	90		149	137	142	57	(40	)%
Fixed income		(33	)	95	163	61	113	—
Affordable housing (AH)		18		13	17	29	11	38
Investment banking fees	$	75		257	317	232	181	(71	)%

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Wachovia 3Q02 Quarterly Earnings Report

Principal Investing

This sub-segment includes the public equity, private equity, and mezzanine portfolios, and fund investment activities.

Principal Investing

Performance Summary

	2002							2001				3 Q 02
	Third Quarter			Second Quarter		First Quarter		Fourth Quarter		Third Quarter		vs 2 Q 02
	(In millions)
Income statement data
Net interest income (Tax-equivalent)	$	(1	)	1		—		3		(9	)	—	%
Fee and other income		(29	)	(42	)	(90	)	(21	)	(585	)	31
Intersegment revenue		—		—		—		—		—		—
Total revenue (Tax-equivalent)		(30	)	(41	)	(90	)	(18	)	(594	)	27
Provision for loan losses		—		—		—		—		—		—
Noninterest expense		5		6		6		7		9		17
Income taxes (Tax-equivalent)		(12	)	(18	)	(35	)	(9	)	(220	)	33
Operating earnings	$	(23	)	(29	)	(61	)	(16	)	(383	)	21	%
Performance and other data
Economic profit	$	(50	)	(57	)	(90	)	(50	)	(424	)	12	%
Risk adjusted return on capital (RAROC)		(9.57	)%	(11.69	)	(23.02	)	(5.43	)	(113.43	)	—
Economic capital, average	$	961		1,007		1,073		1,137		1,341		(5	)
Cash overhead efficiency ratio		n/m	%	n/m		n/m		n/m		n/m		—
Average loans, net	$	—		—		—		41		18		—
Average core deposits	$	—		—		—		—		—		—	%

Principal investing net losses were $29 million in 3Q02 compared to $42 million in 2Q02.

The carrying value of the principal investing portfolio at the end of 3Q02 and at the end of 2Q02 was $2.2 billion. The portfolio at the end of 3Q02 was invested as follows: 57% direct investments (45% direct equity, 12% mezzanine) and 43% fund investments.

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Wachovia 3Q02 Quarterly Earnings Report

Parent

This sub-segment includes the central money book, investment portfolio, some consumer real estate and mortgage assets, businesses being wound down or divested, and goodwill and intangibles amortization.

Parent	2002							2001				3 Q 02 vs 2 Q 02
Performance Summary	Third Quarter			Second Quarter		First Quarter		Fourth Quarter		Third Quarter
	(In millions)
Income statement data
Net interest income (Tax-equivalent)	$	31		69		104		19		87		(55	)%
Fee and other income		172		182		113		145		69		(5	)
Intersegment revenue		(1	)	(1	)	(6	)	(8	)	(2	)	—
Total revenue (Tax-equivalent)		202		250		211		156		154		(19	)
Provision for loan losses		1		(1	)	1		(7	)	19		—
Noninterest expense		288		196		206		323		122		47
Income taxes (Tax-equivalent)		(296	)	(9	)	(27	)	(87	)	14		—
Operating earnings	$	209		64		31		(73	)	(1	)	—	%
Performance and other data
Economic profit	$	234		94		61		18		34		—	%
Risk adjusted return on capital (RAROC)		49.61	%	26.08		20.75		14.80		18.66		—
Economic capital, average	$	2,396		2,493		2,572		2,474		1,961		(4	)
Cash overhead efficiency ratio		67.24	%	13.83		18.29		45.75		9.82		—
Average loans, net	$	993		3,855		7,123		11,115		8,625		(74	)
Average core deposits	$	1,440		1,777		2,781		3,507		2,527		(19	)%

Net interest income decreased $38 million vs. 2Q02. The decrease was largely due to reduced hedging income and narrowing margins. Loans declined $2.9 billion. During the quarter we securitized $2.0 billion of mortgages and retained $1.7 billion in available for sale securities. Additionally, we securitized and retained $326 million of mortgages into agency securities. The indirect and lease portfolio declined $129 million and now stands at $36 million. Core deposits declined by $337 million.

Fee and other income declined $10 million vs. 2Q02. Securities gains of $89 million compared with $65 million in 2Q02. Mortgage and home equity securitization income of $68 million compared to $41 million in 2Q02. Trading losses of $7 million compared to a $1 million loss in 2Q02. 2Q02 included $42 million related to the securitization of assets from one of our conduits.

Expenses increased $92 million vs. 2Q02, primarily the result of the resolution of several lawsuits and additions to legal reserves, partially offset by $8 million in lower intangibles amortization. Expenses in 3Q02 and 2Q02 included stock option expense, which totaled $19 million in each quarter.

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Wachovia 3Q02 Quarterly Earnings Report

Asset Quality

(See Table on Page 13)

Net loan losses in the loan portfolio decreased 40% to $224 million, lowering the net charge-off ratio to 0.59% of average net loans from 0.97% in 2Q02. Gross charge-offs were $259 million offset by $35 million in recoveries.

Provision for loan losses exceeded net charge-offs by $211 million for the quarter which represents the incremental provision related to the transfer to loans held for sale of $467 million of largely telecom loans, $58 million of home equity loans and the sale of $70 million of commercial loans.

Allowance for loan losses of $2.8 billion, or 1.81% of net loans, declined by $104 million from 2Q02. The decline was related to $315 million in allowance associated with loans that were transferred to held for sale or sold.

The allowance to nonperforming loans ratio remained stable at 163%, while the allowance to nonperforming assets ratio (excluding NPAs in loans held for sale) decreased slightly to 149% from the prior quarter’s 150%.

Nonperforming Loans

(See Table on Page 14)

Nonperforming loans in the loan portfolio decreased 3% or by $54 million on a linked quarter basis to $1.8 billion. Total nonperforming assets decreased 2% to $2 billion.

New inflows to the commercial nonaccrual portfolio decreased to $528 million compared to the prior quarter’s $721 million. Payments reduced nonperforming commercial loan balances by $214 million, or 13% of 2Q02 nonperforming commercial loan balances. In the quarter, $11 million in nonperforming consumer loans and $31 million of nonperforming commercial loans were sold.

Loans Held For Sale

(See Table on Page 15)

In 3Q02, a net $7.2 billion of loans were originated for sale representing core business activity. Additionally we transferred back to the loan portfolio $3.6 billion of student loans.

We sold or securitized a total of $6.8 billion of loans out of the loans held for sale portfolio, $76 million of commercial loans and $6.7 billion of consumer loans in connection with core business activity. Included in this activity were PEL securitizations of $3.4 billion of which we retained $2.2 billion of securities. Of the loans sold, $30 million were nonperforming.

Additionally as a part of our ongoing portfolio management activities we transferred a net $1.9 billion of loans to held for sale during the quarter, including $1.4 billion of consumer home equity loans. In connection with our 3Q02 risk mitigation strategy we proactively moved $467 million of largely telecom loans and $236 million of unfunded commitments and marked them to the lower of cost or market value of 46% of par. During the quarter we also sold $43 million of loans, $30 million of which were nonperforming.

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Wachovia 3Q02 Quarterly Earnings Report

The following table provides additional information related to direct loan sale and securitization activity and the types of loans transferred to loans held for sale. In 3Q02 we swapped a total $2.4 billion of portfolio mortgages into agency-guaranteed mortgage-backed and other securities. We subsequently sold $397 million of these securities (contained in the table below) and retained the balance in securities.

Third Quarter 2002 Loans Securitized or Sold or Transferred to Held for Sale Out of Loan Portfolio

	Balance				Direct Allowance Reduction	Provision to Adjust Value	Inflow as Loans Held For Sale
	Non- performing		Performing	Total			Non- performing	Performing	Total
	(In millions)
Commercial loans	$	31	39	70	2	2	—	—	—
Consumer loans		11	397	408	2	—	—	—	—
Loans securitized/sold out of loan portfolio		42	436	478	4	2	—	—	—
Commercial loans		143	324	467	86	199	30	152	182
Consumer loans		58	1,381	1,439	14	10	34	1,381	1,415
Loans transferred to held for sale		201	1,705	1,906	100	209	64	1,533	1,597
Total	$	243	2,141	2,384	104	211	64	1,533	1,597

We sold or transferred to held for sale a total of $2.4 billion of loans out of the loan portfolio. These loans included $1.8 billion of consumer loans and $537 million of commercial loans. $2.1 billion of these non-flow loan sales/transfers were performing and $243 million were nonperforming.

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Wachovia 3Q02 Quarterly Earnings Report

Merger Integration Update

Estimated Merger Charges

In connection with the merger, we will record certain merger-related and restructuring charges. These charges will be reflected in our income statement. In addition, we recorded purchase accounting adjustments to reflect former Wachovia’s assets and liabilities at their respective fair values as of September 1, 2001, and to reflect certain exit costs related to the former Wachovia. The purchase accounting adjustments as of 3Q02 are final.

Beginning in 4Q02, all former Wachovia exit costs will be recorded as merger-related and restructuring charges in our income statement.

For the 12-month period following the consummation of the merger, these charges were recorded as purchase accounting adjustments, and accordingly had the effect of increasing goodwill.

At the time of the merger announcement, management indicated that we would incur an estimated $1.45 billion of merger costs. This amount included the merger-related and restructuring charges reflected in the income statement as well as the purchase accounting adjustments for certain exit costs.

The following table indicates our progress compared with the estimated merger charges after adjusting for $75 million in additional charges incurred by both former Wachovia and First Union in conjunction with a hostile takeover bid.

Merger Charges	Net Merger—Related/Restructuring Charges			Exit Cost Purchase Accounting Adjustments(a)	Total
	(In millions)
Total estimated charges	$	1,274		251	1,525
Actual charges
2001	$	178		141	319
First quarter 2002		(9	)	84	75
Second quarter 2002		143		12	155
Third quarter 2002		107		14	121
Total actual charges	$	419		251	670

(a) These adjustments represent incremental costs related to combining the two companies and are specifically attributable to the former Wachovia. Examples include employee termination costs, employee relocation costs, contract cancellations including leases and closing redundant former Wachovia facilities.

These adjustments are reflected in goodwill and are not charges against income.

During the quarter, we recorded merger charges totaling $121 million. Total actual charges are the sum of net merger-related and restructuring charges as reported in the following Merger-Related, Restructuring and Other Charges table and Total exit cost purchase accounting adjustments (one-time costs) as detailed in the Goodwill and Other Intangibles Created by the First Union/Wachovia Merger table on the following page.

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Wachovia 3Q02 Quarterly Earnings Report

Merger-Related, Restructuring and Other Charges

Merger-Related, Restructuring and Other Charges

(Income Statement Impact)

	2002							2001
	Third			Second		First		Fourth		Third
	Quarter			Quarter		Quarter		Quarter		Quarter
	(In millions)
Merger-related and restructuring charges
Personnel and employee termination benefits	$	14		7		37		47		43
Occupancy and equipment		14		62		41		—		—
Gain on regulatory-mandated branch sales		—		—		(121	)	—		—
Contract cancellations and system conversions		49		51		18		—		—
Advertising		18		7		—		—		—
Other		12		16		16		49		39
Total First Union/Wachovia merger-related and restructuring charges		107		143		(9	)	96		82
Reversal of previous restructuring charges		—		—		—		(10	)	—
Merger-related charges from other mergers		—		—		1		2		3
Net merger-related and restructuring charges		107		143		(8	)	88		85
Other charges
Provision for loan losses (a)		—		—		—		—		880
Other charges, net		—		—		—		—		4
Total other charges		—		—		—		—		884
Net merger-related, restructuring and other charges		107		143		(8	)	88		969
Income taxes (benefits)		(40	)	(54	)	3		(25	)	(337	)
After-tax net merger-related, restructuring and other charges	$	67		89		(5	)	63		632

(a) The incremental provision include $330 million related to credit actions of combining the two loan portfolios, which was not included in the original estimate of one-time charges amounting to $1.45 billion and will be excluded from the cumulative amount of reported First Union/Wachovia one-time charges.

In the quarter, we recorded a net $107 million charge in net merger-related and restructuring charges related to the First Union/Wachovia merger. These were principally made up of costs relating to systems conversions and contract cancellation costs, brand advertising costs relating to Wachovia Securities, facilities integration costs and personnel and employee termination benefits.

Goodwill and Other Intangibles

Goodwill and Other Intangibles Created

by the First Union/Wachovia Merger

	2002							2001
	Third			Second		First		Fourth		Third
	Quarter			Quarter		Quarter		Quarter		Quarter
	(In millions)
Purchase price less former Wachovia ending tangible stockholders’ equity as of September 1, 2001	$	7,466		7,466		7,466		7,466		7,466
Fair value purchase accounting adjustments (a)
Financial assets		836		836		829		829		747
Premises and equipment		167		167		164		132		146
Employee benefit plans		276		276		276		276		276
Financial liabilities		(13	)	(13	)	(13	)	(13	)	(13	)
Other, including income taxes		(154	)	(165	)	(152	)	(169	)	(144	)
Total fair value purchase accounting adjustments		1,112		1,101		1,104		1,055		1,012
Exit cost purchase accounting adjustments (b)
Personnel and employee termination benefits		152		151		142		94		43
Occupancy and equipment		85		83		83		—		—
Gain on regulatory-mandated branch sales		(47	)	(53	)	(53	)	—		—
Contract cancellations		8		3		2		2		—
Other		53		53		51		45		22
Total pre-tax exit costs		251		237		225		141		65
Income taxes		(73	)	(68	)	(67	)	(37	)	(9	)
Total after-tax exit cost purchase accounting adjustments (One-time costs)		178		169		158		104		56
Total purchase intangibles		8,756		8,736		8,728		8,625		8,534
Deposit base intangible (Net of income taxes)		1,194		1,194		1,194		1,194		1,465
Other identifiable intangibles (Net of income taxes)		209		209		209		209		—
Goodwill	$	7,353		7,333		7,325		7,222		7,069

(a) These adjustments represent fair value adjustments in compliance with business combination accounting standards and adjust assets and liabilities of the former Wachovia to their fair values as of September 1, 2001.

(b) These adjustments represent incremental costs relating to combining the two organizations which are specifically related to the former Wachovia.

In accordance with purchase accounting, the assets and liabilities of the former Wachovia were recorded at their respective fair values as of September 1, 2001, as if they had been individually purchased in the open market. The premiums and discounts that resulted from the purchase accounting are

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Wachovia 3Q02 Quarterly Earnings Report

accreted/amortized into income/expense over the estimated term of the respective assets and liabilities, much like the purchase of a bond at a premium or discount. This results in a market yield in the income statement for those assets and liabilities. Assuming a stable market environment from the date of purchase, we would expect that as these assets and liabilities mature, they could generally be replaced with instruments of similar yields.

In 3Q02, we recorded certain final refinements to the initial estimates of the fair value of the assets and liabilities acquired. These adjustments resulted in a net increase to goodwill of $11 million primarily relating to deferred taxes.

Additionally in 3Q02, we recorded an additional net $14 million in pre-tax purchase accounting exit costs principally comprising adjustments to the fair value of certain branches and contract cancellation costs.

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Wachovia 3Q02 Quarterly Earnings Report

The foregoing materials and management’s discussion of them may contain, among other things, certain forward-looking statements with respect to Wachovia, as well as the goals, plans, objectives, intentions, expectations, financial condition, results of operations, future performance and business of Wachovia, including, without limitation, (i) statements relating to certain of Wachovia’s goals and expectations with respect to earnings, earnings per share, revenue, expenses, and the growth rate in such items, as well as other measures of economic performance, including statements relating to estimates of credit quality trends, and (ii) statements preceded by, followed by or that include the words “may”, “could”, “would”, “should”, “believes”, “expects”, “anticipates”, “estimates”, “intends”, “plans”, “targets”, “probably”, “potentially”, “projects”, “outlook” or similar expressions. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond Wachovia’s control). The following factors, among others, could cause Wachovia’s financial performance to differ materially from the goals, plans, objectives, intentions and expectations expressed in such forward-looking statements: (1) the risk that the businesses of former First Union Corporation and former Wachovia Corporation in connection with their merger (the “Merger”) will not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; (2) expected revenue synergies and cost savings from the Merger may not be fully realized or realized within the expected time frame; (3) revenues following the Merger may be lower than expected; (4) deposit attrition, operating costs, customer loss and business disruption following the Merger, including, without limitation, difficulties in maintaining relationships with employees, may be greater than expected; (5) the strength of the United States economy in general and the strength of the local economies in which Wachovia conducts operations may be different than expected resulting in, among other things, a deterioration in credit quality or a reduced demand for credit, including the resultant effect on Wachovia’s loan portfolio and allowance for loan losses; (6) the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System; (7) inflation, interest rate, market and monetary fluctuations; (8) adverse conditions in the stock market, the public debt market and other capital markets (including changes in interest rate conditions) and the impact of such conditions on Wachovia’s capital markets and capital management activities, including, without limitation, its mergers and acquisition advisory business, equity and debt underwriting activities, private equity investment activities, derivative securities activities, investment and wealth management advisory businesses, and brokerage activities; (9) adverse changes in the financial performance and/or condition of Wachovia’s borrowers which could impact the repayment of such borrowers’ outstanding loans; and (10) the impact on Wachovia’s businesses, as well as on the risks set forth above, of various domestic or international military or terrorist activities or conflicts. Additional information with respect to factors that may cause actual results to differ materially from those contemplated by such forward-looking statements is included in the reports filed by Wachovia with the Securities and Exchange Commission, including its Current Report on Form 8-K dated October 16, 2002.

Wachovia cautions that the foregoing list of factors is not exclusive. All subsequent written and oral forward-looking statements concerning the Merger or other matters and attributable to Wachovia or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. Wachovia does not undertake any obligation to update any forward-looking statement, whether written or oral.

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