425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) July 20, 2006

Wachovia Corporation

(Exact Name of Registrant as Specified in Its Charter)

North Carolina

(State or Other Jurisdiction of Incorporation)

1-10000	56-0898180
(Commission File Number)	(IRS Employer Identification No.)

One Wachovia Center
Charlotte, North Carolina	28288-0013
(Address of Principal Executive Offices)	(Zip Code)

(704) 374-6565

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On July 20, 2006, Wachovia Corporation (“Wachovia”) issued a news release announcing its financial results for the second quarter ended June 30, 2006 (the “Earnings News Release”). The Earnings News Release is attached as Exhibit (99)(a) to this report and is incorporated by reference into this Item 2.02. In connection with issuing the Earnings News Release, Wachovia also made available its Second Quarter 2006 Quarterly Earnings Report (the “Quarterly Earnings Report”), which includes certain additional historical and forward-looking financial information relating to Wachovia. The Quarterly Earnings Report is attached as Exhibit (99)(b) to this report and is incorporated by reference into this Item 2.02. On July 20, 2006, Wachovia intends to hold a conference call/webcast to discuss the Earnings News Release and the Quarterly Earnings Report.

The information in the preceding paragraph, including Exhibit (99)(a) and Exhibit (99)(b), shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 8.01. Other Events.

Wachovia’s Consolidated Balance Sheets and Consolidated Statements of Income, included as part of the Earnings News Release, are attached as Exhibit (99)(c) to this report (the “Financial Statements”), and are incorporated by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits.

(c)	Exhibits.
(99)(a)	The Earnings News Release (solely furnished and not filed for purposes of Item 2.02).
(99)(b)	The Quarterly Earnings Report (solely furnished and not filed for purposes of Item 2.02).
(99)(c)	The Financial Statements.
	* * *

This Current Report on Form 8-K (including information included or incorporated by reference herein) may contain, among other things, certain forward-looking statements, including, without limitation, (i) statements regarding 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, (ii) statements relating to the benefits of the proposed merger between Golden West Financial Corporation (“Golden West”) and Wachovia (the “Golden West

Merger”), including future financial and operating results, cost savings, enhanced revenues and the accretion or dilution to reported earnings that may be realized from the Golden West Merger, (iii) statements relating to the benefits of the merger between Wachovia and Westcorp and Wachovia’s related acquisition of WFS Financial Inc (“WFS Financial”), a subsidiary of Westcorp, completed on March 1, 2006 (the “Westcorp Transaction”), including future financial and operating results, cost savings, enhanced revenues and the accretion or dilution to reported earnings that may be realized from the Westcorp Transaction, and (iv) statements preceded by, followed by or that include the words “may”, “could”, “should”, “would”, “believe”, “anticipate”, “estimate”, “expect”, “intend”, “plan”, “projects”, “outlook” or similar expressions. These statements are based upon the current beliefs and expectations of Wachovia’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. 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 that expressed in such forward-looking statements: (1) the risk that the businesses of Wachovia and/or Golden West in connection with the Golden West Merger or the businesses of Wachovia, Westcorp and WFS Financial in connection with the Westcorp Transaction 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 Golden West Merger or the Westcorp Transaction may not be fully realized or realized within the expected time frame; (3) revenues following the Golden West Merger or the Westcorp Transaction may be lower than expected; (4) deposit attrition, operating costs, customer loss and business disruption following the Golden West Merger or the Westcorp Transaction, including, without limitation, difficulties in maintaining relationships with employees, may be greater than expected; (5) the ability to obtain governmental approvals of the Golden West Merger on the proposed terms or schedule; (6) the failure of Wachovia’s or Golden West’s shareholders to approve the Golden West Merger; (7) the strength of the United States economy in general and the strength of the local economies in which Wachovia and/or Golden West 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 and/or Golden West’s loan portfolio and allowance for loan losses; (8) 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; (9) inflation, interest rate, market and monetary fluctuations; (10) 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, Wachovia’s 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; (11) the timely development of competitive new products and services by Wachovia and the acceptance of these products and services by new and existing customers; (12) the willingness of customers to accept third party products marketed by Wachovia; (13) the willingness of customers to substitute competitors’ products and services for Wachovia’s products and services and vice versa; (14) the impact of changes in financial

services’ laws and regulations (including laws concerning taxes, banking, securities and insurance); (15) technological changes; (16) changes in consumer spending and saving habits; (17) the effect of corporate restructurings, acquisitions and/or dispositions, including, without limitation, the Golden West Merger (and any required divestitures related thereto) and the Westcorp Transaction, and the actual restructuring and other expenses related thereto, and the failure to achieve the expected revenue growth and/or expense savings from such corporate restructurings, acquisitions and/or dispositions; (18) the growth and profitability of Wachovia’s non-interest or fee income being less than expected; (19) unanticipated regulatory or judicial proceedings or rulings; (20) the impact of changes in accounting principles; (21) adverse changes in financial performance and/or condition of Wachovia’s and/or Golden West’s borrowers which could impact repayment of such borrowers’ outstanding loans; (22) the impact on Wachovia’s and/or Golden West’s businesses, as well as on the risks set forth above, of various domestic or international military or terrorist activities or conflicts; and (23) Wachovia’s success at managing the risks involved in the foregoing.

Wachovia cautions that the foregoing list of factors is not exclusive. All subsequent written and oral forward-looking statements concerning Wachovia, the Golden West Merger, the Westcorp Transaction 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.

The proposed Golden West Merger will be submitted to Wachovia’s and Golden West’s shareholders for their consideration, and on June 1, 2006, Wachovia filed a registration statement on Form S-4 with the SEC containing a preliminary joint proxy statement/prospectus of Wachovia and Golden West and other relevant documents concerning the proposed Golden West Merger. Shareholders are urged to read the registration statement and the definitive joint proxy statement/prospectus regarding the proposed Golden West Merger when they become available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. You will be able to obtain a free copy of the registration statement and the joint proxy statement/prospectus, as well as other filings containing information about Wachovia and Golden West, at the SEC’s website (http://www.sec.gov). You will also be able to obtain these documents, free of charge, at Wachovia’s website (http://www.wachovia.com) under the tab “Inside Wachovia – Investor Relations” and then under the heading “Financial Reports - SEC Filings”. Copies of the definitive joint proxy statement/prospectus and the SEC filings that will be incorporated by reference in the definitive joint proxy statement/prospectus can also be obtained, free of charge, by directing a request to Wachovia Corporation, Investor Relations, One Wachovia Center, 301 South College Street, Charlotte, NC 28288-0206, (704)-374-6782; or to Golden West, Investor Relations Department, 1901 Harrison Street, Oakland, CA 94612, (510)-445-3420.

Wachovia and Golden West and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Wachovia and/or Golden West in connection with the proposed Golden West Merger. Information about the directors and executive officers of Wachovia is set forth in the proxy statement for Wachovia’s

2006 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 13, 2006. Information about the directors and executive officers of Golden West is set forth in the proxy statement for Golden West’s 2006 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 10, 2006. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the definitive joint proxy statement/prospectus regarding the proposed Golden West Merger when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph.

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
Date: July 20, 2006	By:	/s/ Thomas J. Wurtz
	Name:	Thomas J. Wurtz
	Title:	Senior Executive Vice President and Chief Financial Officer

Exhibit Index

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

EX-99.(A)

Exhibit (99)(a)

Press Release July 20, 2006

WACHOVIA EARNS RECORD $1.88 BILLION; EPS UP 13% TO $1.17 IN 2^nd QUARTER 2006

Double-digit revenue and earnings growth fueled by strong fundamentals

2^nd QUARTER 2006 COMPARED WITH 2^nd QUARTER 2005

• Strong execution generates record top line and bottom line results.

• 14 percent revenue increase fueled by March 1 Westcorp acquisition and organic growth.

• Revenue growth and expense discipline drive improved overhead efficiency ratio while investment for the future continues.

• 20 percent fee income growth, up in nearly every category.

• Average loans up 23 percent and average core deposits up 6 percent.

• Credit quality continues to be stellar, with nonperforming assets at a record low 0.25 percent.

Earnings Highlights

	June 30, 2006				March 31, 2006		Three Months Ended June 30, 2005
(In millions, except per share data)	Amount			EPS	Amount	EPS	Amount	EPS
Earnings
Net income (GAAP)	$	1,885		1.17	1,728	1.09	1,650	1.04
Net merger-related and restructuring expenses		15		0.01	46	0.03	48	0.03
Earnings excluding merger-related and restructuring expenses	$	1,900		1.18	1,774	1.12	1,698	1.07
Financial ratios
Return on average common stockholders’ equity		15.41	%		14.62		14.04
Net interest margin (a)		3.18			3.21		3.23
Fee and other income as % of total revenue (a)		49.37			49.84		46.60
Overhead efficiency ratio (a)		58.71	%		60.07		59.29
Capital adequacy (b)
Tier 1 capital ratio		7.77	%		7.87		7.85
Total capital ratio		11.36			11.45		11.25
Leverage ratio		6.57	%		6.86		6.10
Asset quality
Allowance for loan losses as % of nonaccrual and restructured loans		488	%		452		332
Allowance for loan losses as % of loans, net		1.07			1.08		1.18
Allowance for credit losses as % of loans, net (c)		1.13			1.14		1.25
Net charge-offs as % of average loans, net		0.08			0.09		0.09
Nonperforming assets as % of loans, net, foreclosed properties and loans held for sale		0.25	%		0.28		0.44

^(a) Tax-equivalent.

^(b) The second quarter of 2006 is based on estimates.

^(c) The allowance for credit losses is the sum of the allowance for loan losses and the reserve for unfunded lending commitments.

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WACHOVIA EARNS RECORD $1.88 BILLION; EPS UP 13% TO $1.17/page 2

CHARLOTTE, N.C. – Wachovia Corp. (NYSE:WB) today reported record net income of $1.88 billion, or $1.17 per share, in the second quarter of 2006 compared with $1.65 billion, or $1.04 per share, in the second quarter of 2005.

Excluding after-tax net merger-related expenses of 1 cent per share in the second quarter of 2006 and 3 cents per share in the second quarter of 2005, earnings were $1.90 billion, or $1.18 per share, in the second quarter of 2006 compared with $1.70 billion, or $1.07 per share, in the second quarter of 2005.

“This was a strong quarter for Wachovia. In the face of a challenging yield curve environment, we generated double-digit revenue and earnings growth driven by solid execution. Our team delivered record results in three of our four major businesses, and the first full quarter of results in our new auto lending businesses exceeded our expectations,” said Ken Thompson, Wachovia chairman and chief executive officer. “Our fundamentals remain strong with improving overhead efficiency, stellar asset quality and industry-leading customer service. We’re excited about our prospects as we work with our merger partners to extend our brand promise to customers nationwide.”

Wachovia Corporation

			Three Months Ended
(In millions)	June 30, 2006		March 31, 2006	June 30, 2005
Total revenue (Tax-equivalent)	$	7,258	7,056	6,388
Provision for credit losses		59	61	50
Noninterest expense		4,261	4,239	3,788
Net income		1,885	1,728	1,650
Average loans, net		275,265	260,574	223,881
Average core deposits	$	291,638	290,214	275,338

Results include the impact of the acquisition of Westcorp on March 1, 2006. Also announced during the quarter was the proposed acquisition of Golden West Financial Corporation, which is expected to close in the fourth quarter of this year.

In the second quarter of 2006 compared with the second quarter of 2005, Wachovia:

• Grew revenue 14 percent, driven by strong balance sheet growth and fee and other income related to solid capital markets results, including higher principal investing gains and strong trading profits.

• Increased net interest income 8 percent, driven by strength in loans and deposits. Average commercial loans rose 12 percent, led by middle-market lending, while average consumer loans rose 39 percent due to higher real estate-secured loans, including the impact of year-end 2005 loan transfers from held for sale and Westcorp. Average core deposits rose 6 percent and average low-cost core deposits were up 3 percent. Balance sheet growth in conjunction with a flat yield curve resulted in 5 basis points of margin compression.

• Generated a 20 percent increase in fee and other income, with growth in nearly every category. Results reflected strength in capital markets-related income, including the principal investing gains and stronger trading profits

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previously mentioned, as well as higher asset management and investment banking fees; record consumer service charges and strong interchange income. Securities gains were substantially less than gains in the second quarter a year ago.

• Noninterest expense rose 12 percent on higher personnel expense reflecting revenue-based incentives and the effect of the Westcorp acquisition.

• Recorded a provision for credit losses of $59 million. Net charge-offs were $51 million, or an annualized 0.08 percent of average net loans. Total nonperforming assets including loans held for sale were $741 million, declining to 0.25 percent of loans, foreclosed properties and loans held for sale.

Lines of Business

The following discussion covers the results for Wachovia’s four core business segments and is on a segment earnings basis, which excludes net merger-related and restructuring expenses, other intangible amortization and discontinued operations. Segment earnings are the basis on which Wachovia manages and allocates capital to its business segments. Pages 13 and 14 include a reconciliation of segment results to Wachovia’s consolidated results of operations in accordance with GAAP. Lines of business results reflect their respective amounts of stock compensation expense related to implementation of a new share-based payment accounting standard.

General Bank Highlights

				Three Months Ended
(In millions)	June 30, 2006			March 31, 2006	June 30, 2005
Total revenue (Tax-equivalent)	$	3,707		3,487	3,116
Provision for credit losses		95		62	68
Noninterest expense		1,756		1,671	1,512
Segment earnings	$	1,177		1,115	971
Cash overhead efficiency ratio (Tax-equivalent)		47.40	%	47.91	48.55
Average loans, net	$	192,500		178,325	161,902
Average core deposits		219,478		216,186	205,782
Economic capital, average	$	8,353		7,421	6,987

General Bank

The General Bank includes retail, small business and commercial customers. The second quarter of 2006 compared with the second quarter of 2005 included:

• Earnings of $1.2 billion on record revenue of $3.7 billion, driven by strong loan and deposit growth, including the impact of the Westcorp acquisition, and higher service charges driven by strength in consumer activity and higher debit card interchange fee income.

• 19 percent growth in average loans was led by real estate-secured loans and the addition of an average $14.0 billion from Westcorp. Higher interest spreads from the Westcorp portfolio partially offset the effect of a customer-driven shift from variable rate to fixed rate consumer real estate lending.

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WACHOVIA EARNS $1.88 BILLION; EPS UP 13% TO $1.17/page 4

• Deposit growth led by consumer certificates of deposit and money market funds. Net new retail checking accounts increased by 327,000 year-to-date, compared with an increase of 270,000 in the same period of 2005.

• 25 percent growth in fee and other income included 31 percent growth in consumer service charges, 23 percent growth in debit card interchange income and 77 percent growth in mortgage banking income.

• 16 percent growth in noninterest expense included higher personnel costs related to hiring, de novo activity and branch consolidation, and increased revenue-based incentive expense, as well as the impact of Westcorp and costs related to reentering the credit card business. Despite the increased expense, the General Bank’s overhead efficiency ratio declined 115 basis points to a record low 47.40 percent.

Capital Management Highlights

				Three Months Ended
(In millions)	June 30, 2006			March 31, 2006	June 30, 2005
Total revenue (Tax-equivalent)	$	1,419		1,414	1,271
Provision for credit losses		—		—	—
Noninterest expense		1,111		1,128	1,042
Segment earnings	$	195		182	146
Cash overhead efficiency ratio (Tax-equivalent)		78.33	%	79.78	81.88
Average loans, net	$	616		462	344
Average core deposits		27,220		28,671	29,235
Economic capital, average	$	1,526		1,556	1,439

Capital Management

Capital Management includes retail brokerage services and asset management. The second quarter of 2006 compared with the second quarter of 2005 included:

• Record earnings of $195 million on 12 percent revenue growth, as strength in retail brokerage managed account fees overcame relatively flat brokerage transaction activity in sluggish markets. Managed assets grew 35 percent to $121.9 billion.

• 41 percent growth in net interest income largely due to improved deposit spreads.

• 7 percent growth in noninterest expense primarily due to increased production-based commissions, employee stock compensation expense and the impact of two June 1, 2006, acquisitions. The overhead efficiency ratio improved 355 basis points to 78.33 percent due to strong net interest income growth, retail brokerage managed account fee growth and disciplined expense control.

• Total assets under management of $237.3 billion at June 30, 2006, were up 5 percent from June 30, 2005. Equity assets reached $90.6 billion, up 15 percent from June 30, 2005, including $5.5 billion in assets from the Metropolitan West Capital Management acquisition and market appreciation. Total brokerage client assets grew 3 percent from year-end 2005 and 7 percent from June 30, 2005.

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WACHOVIA EARNS $1.88 BILLION; EPS UP 13% TO $1.17/page 5

Wealth Management Highlights

				Three Months Ended
(In millions)	June 30, 2006			March 31, 2006	June 30, 2005
Total revenue (Tax-equivalent)	$	347		342	330
Provision for credit losses		2		—	—
Noninterest expense		252		251	227
Segment earnings	$	59		58	65
Cash overhead efficiency ratio (Tax-equivalent)		72.60	%	73.32	68.73
Average loans, net	$	15,987		15,570	13,621
Average core deposits		14,251		14,747	13,188
Economic capital, average	$	528		517	490

Wealth Management

Wealth Management includes private banking, personal trust, investment advisory services, charitable services, financial planning and insurance brokerage. The second quarter of 2006 compared with the second quarter of 2005 included:

• A 9 percent decline in earnings as higher expenses largely related to implementation of a new investment platform and severance outpaced revenue growth.

• Revenue growth driven equally by net interest income and fee and other income growth.

• 5 percent growth in net interest income fueled by continued momentum in loans and growth in average core deposits.

• 5 percent growth in fee and other income reflected higher assets under management and a full quarter of insurance brokerage commissions related to the Palmer & Cay acquisition in May 2005. Trust and investment management fees were up modestly from a strong year ago period.

• Provision expense rose to $2 million.

Corporate and Investment Bank Highlights

				Three Months Ended
(In millions)	June 30, 2006			March 31, 2006	June 30, 2005
Total revenue (Tax-equivalent)	$	1,674		1,708	1,269
Provision for credit losses		(33	)	1	(8	)
Noninterest expense		879		888	711
Segment earnings	$	522		517	355
Cash overhead efficiency ratio (Tax-equivalent)		52.53	%	52.00	56.01
Average loans, net	$	43,775		42,896	37,815
Average core deposits		26,148		25,322	22,459
Economic capital, average	$	6,351		5,880	5,409

Corporate and Investment Bank

The Corporate and Investment Bank includes corporate lending, investment banking, and treasury and international trade finance. Second quarter 2006 results compared with the second quarter of 2005 included:

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WACHOVIA EARNS $1.88 BILLION; EPS UP 13% TO $1.17/page 6

• Record earnings of $522 million on the second highest quarter for revenue, following a record first quarter 2006.

• 32 percent revenue growth reflected a 54 percent increase in fee and other income offsetting a 4 percent decline in net interest income.

• Net interest income declined 4 percent, primarily due to spread compression in asset-based lending, cross-border leasing runoff, and a decline in trading-related income that was offset in trading profits.

• 54 percent growth in fee income reflecting strong investment banking results, primarily in trading, advisory and underwriting fees, as well as principal investing. The principal investing income included a $116 million unrealized gain in the fund portfolio.

• A 24 percent increase in noninterest expense due primarily to higher revenue-based compensation and strategic hiring in 2005, and the impact of acquisitions.

• Strong core deposit growth primarily from higher commercial mortgage servicing and international correspondent banking; loan growth primarily from higher corporate loans and international correspondent banking business.

• The provision reflected strong loan loss recoveries.

***

Wachovia Corporation (NYSE:WB) is one of the nation’s largest diversified financial services companies, providing 13.4 million household and business relationships with a broad range of banking, asset management, wealth management and corporate and investment banking products and services. Wachovia has retail and commercial banking operations in 16 states with 3,109 offices from Connecticut to Florida and west to Texas and California. Two core businesses operate under the Wachovia Securities brand name: retail brokerage in 49 states and in Latin America, and corporate and investment banking in selected industries nationwide. Globally, Wachovia serves clients through more than 40 international offices. Online banking is available at wachovia.com; online brokerage products and services at wachoviasec.com, and investment products and services at evergreeninvestments.com. Wachovia had assets of $553.6 billion, market capitalization of $86.0 billion and stockholders’ equity of $48.9 billion at June 30, 2006.

The proposed merger with Golden West Financial Corporation (NYSE: GDW), parent of World Savings Bank, is expected to close in the fourth quarter of 2006, pending shareholder and regulatory approval. With this proposed merger, Wachovia would strengthen its position in California, Texas, Florida, New Jersey and New York, and enter attractive metropolitan areas in five additional states: Arizona, Colorado, Illinois, Kansas and Nevada. The combined company would serve banking customers through 3,400 offices in 21 states and Washington, D.C. In addition, Wachovia would gain mortgage lending operations under the World Savings Bank name in 39 states.

Forward-Looking Statements

This news release contains 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 July 20, 2006.

Additional Information

The proposed merger between Wachovia and Golden West (the “Merger”) will be submitted to Wachovia’s and Golden West’s shareholders for their consideration, and, on June 1, 2006, Wachovia filed a registration statement on Form S-4 with the SEC containing a preliminary joint proxy statement/prospectus of Wachovia and Golden West and other relevant documents concerning the proposed Merger. Shareholders are urged to read the registration statement and the definitive joint proxy statement/prospectus regarding the proposed Merger when they become available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. You will be able to obtain a free copy of the registration statement and the joint proxy statement/prospectus, as well as other filings containing information about Wachovia and Golden West, at the SEC’s website (http://www.sec.gov). You will also be able to obtain these documents, free of charge, at Wachovia’s website (http://www.wachovia.com) under the tab “Inside Wachovia - Investor Relations” and then under the heading “Financial Reports - SEC Filings”. Copies of the definitive

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WACHOVIA EARNS $1.88 BILLION; EPS UP 13% TO $1.17/page 7

joint proxy statement/prospectus and the SEC filings that will be incorporated by reference in the definitive joint proxy statement/prospectus can also be obtained, free of charge, by directing a request to Wachovia Corporation, Investor Relations, One Wachovia Center, 301 South College Street, Charlotte, NC 28288-0206, (704) 374-6782; or to Golden West, Investor Relations Department, 1901 Harrison Street, Oakland, CA 94612, (510) 445-3420.

Wachovia and Golden West and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies from the shareholders of Wachovia and/or Golden West in connection with the proposed Merger. Information about the directors and executive officers of Wachovia is set forth in the proxy statement for Wachovia’s 2006 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 13, 2006. Information about the directors and executive officers of Golden West is set forth in the proxy statement for Golden West’s 2006 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 10, 2006. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the definitive joint proxy statement/prospectus regarding the proposed Merger when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph.

Explanation of Wachovia’s Use of Certain Non-GAAP Financial Measures

In addition to results presented in accordance with GAAP, this news release includes certain non-GAAP financial measures, including those presented on page 1 and on page 10 under the captions “Earnings Excluding Merger-Related and Restructuring Expenses”, “Earnings Excluding Merger-Related and Restructuring Expenses, and Discontinued Operations” and “Earnings Excluding Merger-Related and Restructuring Expenses, Other Intangible Amortization and Discontinued Operations”, and which are reconciled to GAAP financial measures on pages 21 and 22. In addition, in this news release certain designated net interest income amounts are presented on a tax-equivalent basis, including the calculation of the overhead efficiency ratio.

Wachovia believes these non-GAAP financial measures provide information useful to investors in understanding the underlying operational performance of the company, its business and performance trends and facilitates comparisons with the performance of others in the financial services industry. Specifically, Wachovia believes the exclusion of merger-related and restructuring expenses, discontinued operations and the cumulative effect of a change in accounting principle permits evaluation and a comparison of results for on-going business operations, and it is on this basis that Wachovia’s management internally assesses the company’s performance. Those non-operating items are excluded from Wachovia’s segment measures used internally to evaluate segment performance in accordance with GAAP because management does not consider them particularly relevant or useful in evaluating the operating performance of our business segments. In addition, because of the significant amount of deposit base intangible amortization, Wachovia believes the exclusion of this expense provides investors with consistent and meaningful comparisons to other financial services firms. Wachovia’s management makes recommendations to its board of directors about dividend payments based on reported earnings excluding merger-related and restructuring expenses, other intangible amortization, discontinued operations and the cumulative effect of a change in accounting principle, and has communicated certain dividend payout ratio goals to investors on this basis. Management believes this payout ratio is useful to investors because it provides investors with a better understanding of and permits investors to monitor Wachovia’s dividend payout policy. Wachovia also believes the presentation of net interest income on a tax-equivalent basis ensures comparability of net interest income arising from both taxable and tax-exempt sources and is consistent with industry standards. Wachovia operates one of the largest retail brokerage businesses in our industry, and we have presented an overhead efficiency ratio excluding these brokerage services, which management believes is useful to investors in comparing the performance of our banking business with other banking companies.

Although Wachovia believes the above non-GAAP financial measures enhance investors’ understanding of its business and performance, these non-GAAP financial measures should not be considered an alternative to GAAP basis financial measures.

Earnings Conference Call and Supplemental Materials

Wachovia CEO Ken Thompson and CFO Tom Wurtz will review Wachovia’s second quarter 2006 results in a conference call and audio webcast beginning at 10 a.m. Eastern Daylight Saving Time today. This review may include a discussion of certain non-GAAP financial measures. Supplemental materials relating to second quarter results, which also include a reconciliation of any non-GAAP measures to Wachovia’s reported financials, are available on the Internet at Wachovia.com/investor, 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 Wachovia.com/investor and click on the link “Wachovia Second 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 888-357-9787 for U.S. callers or 706-679-7342 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: Wachovia.

Replay: Thursday, July 20, at 2 p.m. EDT and continuing through 5 p.m. EDT Friday, August 25. Replay telephone number is 706-645-9291; access code: 1921744.

Investors seeking further information should contact the Investor Relations team: Alice Lehman at 704-374-4139, Ellen Taylor at 704-383-1381 or Jeff Richardson at 704-383-8250. Media seeking further information should contact the Corporate Media Relations team: Mary Eshet at 704-383-7777 or Christy Phillips at 704-383-8178.

– more –

WACHOVIA CORPORATION AND SUBSIDIARIES

FINANCIAL TABLES

TABLE OF CONTENTS

	PAGE
Financial Highlights - Five Quarters Ended June 30, 2006	9
Other Financial Data - Five Quarters Ended June 30, 2006	10
Consolidated Statements of Income - Five Quarters Ended June 30, 2006	11
Consolidated Statements of Income - Six Months Ended June 30, 2006 and 2005	12
Business Segments - Three Months Ended June 30, 2006 and March 31, 2006	13
Business Segments - Three Months Ended June 30, 2005	14
Loans - On-Balance Sheet, and Managed and Servicing Portfolios - Five Quarters Ended June 30, 2006	15
Allowance for Loan Losses and Nonperforming Assets - Five Quarters Ended June 30, 2006	16
Consolidated Balance Sheets - Five Quarters Ended June 30, 2006	17
Net Interest Income Summaries - Five Quarters Ended June 30, 2006	18 -19
Net Interest Income Summaries - Six Months Ended June 30, 2006 and 2005	20
Reconciliation of Certain Non-GAAP Financial Measures - Five Quarters Ended June 30, 2006	21 -22

PAGE 8

WACHOVIA CORPORATION AND SUBSIDIARIES

FINANCIAL HIGHLIGHTS

(Unaudited)

	2006				2005
(Dollars in millions, except per share data)	Second Quarter			First Quarter	Fourth Quarter		Third Quarter	Second Quarter
EARNINGS SUMMARY
Net interest income (GAAP)	$	3,641		3,490	3,523		3,387	3,358
Tax-equivalent adjustment		34		49	52		53	53
Net interest income (Tax-equivalent)		3,675		3,539	3,575		3,440	3,411
Fee and other income		3,583		3,517	2,989		3,258	2,977
Total revenue (Tax-equivalent)		7,258		7,056	6,564		6,698	6,388
Provision for credit losses		59		61	81		82	50
Other noninterest expense		4,139		4,079	4,032		3,820	3,591
Merger-related and restructuring expenses		24		68	58		83	90
Other intangible amortization		98		92	93		101	107
Total noninterest expense		4,261		4,239	4,183		4,004	3,788
Minority interest in income of consolidated subsidiaries		90		95	103		104	71
Income from continuing operations before income taxes (Tax-equivalent)		2,848		2,661	2,197		2,508	2,479
Income taxes		929		884	652		790	776
Tax-equivalent adjustment		34		49	52		53	53
Income from continuing operations		1,885		1,728	1,493		1,665	1,650
Discontinued operations, net of income taxes		—		—	214		—	—
Net income	$	1,885		1,728	1,707		1,665	1,650
Diluted earnings per common share	$	1.17		1.09	1.09		1.06	1.04
Return on average common stockholders’ equity		15.41	%	14.62	14.60		13.95	14.04
Return on average assets		1.39		1.34	1.30		1.29	1.31
Overhead efficiency ratio		58.71	%	60.07	63.72		59.78	59.29
Operating leverage	$	180		436	(312	)	92	5
ASSET QUALITY
Allowance for loan losses as % of loans, net		1.07	%	1.08	1.05		1.13	1.18
Allowance for loan losses as % of nonperforming assets		421		389	378		303	284
Allowance for credit losses as % of loans, net		1.13		1.14	1.11		1.20	1.25
Net charge-offs as % of average loans, net		0.08		0.09	0.09		0.10	0.09
Nonperforming assets as % of loans, net, foreclosed properties and loans held for sale		0.25	%	0.28	0.28		0.37	0.44
CAPITAL ADEQUACY (a)
Tier I capital ratio		7.77	%	7.87	7.50		7.42	7.85
Total capital ratio		11.36		11.45	10.82		10.79	11.25
Leverage ratio		6.57	%	6.86	6.12		5.96	6.10
OTHER DATA
Average diluted common shares (In millions)		1,613		1,586	1,570		1,575	1,591
Actual common shares (In millions)		1,589		1,608	1,557		1,553	1,577
Dividends paid per common share	$	0.51		0.51	0.51		0.51	0.46
Dividend payout ratio on common shares		43.59	%	46.79	46.79		48.11	44.23
Book value per common share	$	30.75		30.95	30.55		30.10	30.37
Common stock price		54.08		56.05	52.86		47.59	49.60
Market capitalization	$	85,960		90,156	82,291		73,930	78,236
Common stock price to book value		176	%	181	173		158	163
FTE employees		97,316		97,134	93,980		92,907	93,385
Total financial centers/brokerage offices		3,847		3,889	3,850		3,840	3,825
ATMs		5,134		5,179	5,119		5,119	5,089

(a) The second quarter of 2006 is based on estimates.

PAGE 9

WACHOVIA CORPORATION AND SUBSIDIARIES

OTHER FINANCIAL DATA

(Unaudited)

	2006				2005
(In millions)	Second Quarter			First Quarter	Fourth Quarter		Third Quarter	Second Quarter
EARNINGS EXCLUDING MERGER-RELATED AND RESTRUCTURING EXPENSES, AND DISCONTINUED OPERATIONS (a) (b)
Return on average common stockholders’ equity		15.52	%	15.01	13.05		14.36	14.43
Return on average assets		1.40		1.38	1.17		1.33	1.35
Overhead efficiency ratio		58.39		59.10	62.84		58.55	57.87
Overhead efficiency ratio excluding brokerage		54.48	%	54.79	59.08		54.08	52.89
Operating leverage	$	135		446	(337	)	84	35
EARNINGS EXCLUDING MERGER-RELATED AND RESTRUCTURING EXPENSES, OTHER INTANGIBLE AMORTIZATION AND DISCONTINUED OPERATIONS (a) (b) (c)
Dividend payout ratio on common shares		41.80	%	43.97	50.50		45.13	41.44
Return on average tangible common stockholders’ equity		32.63		30.64	27.11		29.14	29.50
Return on average tangible assets		1.52		1.49	1.27		1.45	1.48
Overhead efficiency ratio		57.03		57.81	61.41		57.06	56.19
Overhead efficiency ratio excluding brokerage		52.86	%	53.24	57.36		52.30	50.88
Operating leverage	$	142		444	(343	)	77	27
OTHER FINANCIAL DATA
Net interest margin		3.18	%	3.21	3.25		3.18	3.23
Fee and other income as % of total revenue		49.37		49.84	45.55		48.63	46.60
Effective income tax rate (d)		33.05		33.84	34.10		32.21	32.02
Effective tax rate (Tax-equivalent) (d) (e)		33.84	%	35.06	35.39		33.63	33.50
AVERAGE BALANCE SHEET DATA
Commercial loans, net	$	146,341		142,469	138,361		132,637	131,195
Consumer loans, net		128,924		118,105	99,121		96,323	92,686
Loans, net		275,265		260,574	237,482		228,960	223,881
Earning assets		463,232		442,527	439,204		431,346	422,534
Total assets		543,612		522,209	520,382		511,567	503,361
Core deposits		291,638		290,214	287,502		280,748	275,338
Total deposits		327,938		322,830	319,825		306,371	297,194
Interest-bearing liabilities		403,234		384,406	382,974		375,782	367,828
Stockholders’ equity	$	49,063		47,926	46,407		47,328	47,114
PERIOD-END BALANCE SHEET DATA
Commercial loans, net	$	154,277		150,902	147,165		141,063	136,115
Consumer loans, net		128,639		130,030	111,850		98,670	94,172
Loans, net		282,916		280,932	259,015		239,733	230,287
Goodwill and other intangible assets
Goodwill		23,550		23,443	21,807		21,857	21,861
Deposit base		631		691	705		779	861
Customer relationships		714		742	413		416	427
Tradename		90		90	90		90	90
Total assets		553,614		541,842	520,755		532,381	511,840
Core deposits		292,243		296,092	293,562		287,732	275,281
Total deposits		327,614		328,564	324,894		320,439	299,910
Stockholders’ equity	$	48,872		49,789	47,561		46,757	47,904

(a) These financial measures are calculated by excluding from GAAP computed net income presented on page 9, $15 million, $46 million, $37 million, $51 million and $48 million in the second and first quarters of 2006, and in the fourth, third and second quarters of 2005, respectively, of after-tax net merger-related and restructuring expenses, and $214 million after tax in the fourth quarter of 2005 related to discontinued operations.

(b) See page 9 for the most directly comparable GAAP financial measure and pages 21 and 22 for a more detailed reconciliation.

(c) These financial measures are calculated by excluding from GAAP computed net income presented on page 9, $64 million, $59 million, $57 million, $63 million and $69 million in the second and first quarters of 2006, and in the fourth, third and second quarters of 2005, respectively, of deposit base and other intangible amortization.

(d) The fourth quarter of 2005 includes taxes on discontinued operations.

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

PAGE 10

WACHOVIA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	2006				2005
(In millions, except per share data)	Second Quarter		First Quarter		Fourth Quarter		Third Quarter	Second Quarter
INTEREST INCOME
Interest and fees on loans	$	4,823	4,321		3,846		3,588	3,362
Interest and dividends on securities		1,685	1,565		1,486		1,434	1,437
Trading account interest		387	325		462		387	354
Other interest income		509	496		696		635	549
Total interest income		7,404	6,707		6,490		6,044	5,702
INTEREST EXPENSE
Interest on deposits		2,035	1,779		1,618		1,408	1,221
Interest on short-term borrowings		755	718		764		742	670
Interest on long-term debt		973	720		585		507	453
Total interest expense		3,763	3,217		2,967		2,657	2,344
Net interest income		3,641	3,490		3,523		3,387	3,358
Provision for credit losses		59	61		81		82	50
Net interest income after provision for credit losses		3,582	3,429		3,442		3,305	3,308
FEE AND OTHER INCOME
Service charges		622	574		555		555	528
Other banking fees		449	428		400		385	355
Commissions (a)		588	623		573		598	585
Fiduciary and asset management fees (a)		808	761		790		749	746
Advisory, underwriting and other investment banking fees		318	302		325		294	257
Trading account profits (losses)		164	219		(31	)	160	49
Principal investing		189	103		135		166	41
Securities gains (losses)		25	(48	)	(74	)	29	136
Other income		420	555		316		322	280
Total fee and other income		3,583	3,517		2,989		3,258	2,977
NONINTEREST EXPENSE
Salaries and employee benefits		2,652	2,697		2,470		2,476	2,324
Occupancy		291	275		283		260	271
Equipment		299	280		277		276	269
Advertising		56	47		51		50	48
Communications and supplies		162	167		155		158	158
Professional and consulting fees		184	167		213		167	155
Other intangible amortization		98	92		93		101	107
Merger-related and restructuring expenses		24	68		58		83	90
Sundry expense		495	446		583		433	366
Total noninterest expense		4,261	4,239		4,183		4,004	3,788
Minority interest in income of consolidated subsidiaries		90	95		103		104	71
Income from continuing operations before income taxes		2,814	2,612		2,145		2,455	2,426
Income taxes		929	884		652		790	776
Income from continuing operations		1,885	1,728		1,493		1,665	1,650
Discontinued operations, net of income taxes		—	—		214		—	—
Net income	$	1,885	1,728		1,707		1,665	1,650
PER COMMON SHARE DATA
Basic earnings
Income from continuing operations	$	1.19	1.11		0.97		1.07	1.05
Net income		1.19	1.11		1.11		1.07	1.05
Diluted earnings
Income from continuing operations		1.17	1.09		0.95		1.06	1.04
Net income		1.17	1.09		1.09		1.06	1.04
Cash dividends	$	0.51	0.51		0.51		0.51	0.46
AVERAGE COMMON SHARES
Basic		1,585	1,555		1,541		1,549	1,564
Diluted		1,613	1,586		1,570		1,575	1,591

(a) Amounts presented prior to the second quarter of 2006 have been reclassified to conform to the presentation in the second quarter of 2006.

PAGE 11

WACHOVIA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Six Months Ended June 30,
(In millions, except per share data)	2006			2005
INTEREST INCOME
Interest and fees on loans	$	9,144		6,536
Interest and dividends on securities		3,250		2,863
Trading account interest		712		732
Other interest income		1,005		1,024
Total interest income		14,111		11,155
INTEREST EXPENSE
Interest on deposits		3,814		2,271
Interest on short-term borrowings		1,473		1,271
Interest on long-term debt		1,693		842
Total interest expense		6,980		4,384
Net interest income		7,131		6,771
Provision for credit losses		120		86
Net interest income after provision for credit losses		7,011		6,685
FEE AND OTHER INCOME
Service charges		1,196		1,041
Other banking fees		877		706
Commissions (a)		1,211		1,172
Fiduciary and asset management fees (a)		1,569		1,472
Advisory, underwriting and other investment banking fees		620		490
Trading account profits (a)		383		157
Principal investing		292		100
Securities gains (losses)		(23	)	134
Other income (a)		975		700
Total fee and other income		7,100		5,972
NONINTEREST EXPENSE
Salaries and employee benefits		5,349		4,725
Occupancy		566		521
Equipment		579		534
Advertising		103		92
Communications and supplies		329		320
Professional and consulting fees		351		282
Other intangible amortization		190		222
Merger-related and restructuring expenses		92		151
Sundry expense		941		813
Total noninterest expense		8,500		7,660
Minority interest in income of consolidated subsidiaries		185		135
Income before income taxes		5,426		4,862
Income taxes		1,813		1,591
Net income	$	3,613		3,271
PER COMMON SHARE DATA
Basic earnings	$	2.30		2.09
Diluted earnings		2.26		2.05
Cash dividends	$	1.02		0.92
AVERAGE COMMON SHARES
Basic		1,570		1,567
Diluted		1,599		1,597

(a) Amounts presented in 2005 have been reclassified to conform to the presentation in 2006.

PAGE 12

WACHOVIA CORPORATION AND SUBSIDIARIES

BUSINESS SEGMENTS

(Unaudited)

	Three Months Ended June 30, 2006
(In millions)	General Bank		Capital Management		Wealth Management	Corporate and Investment Bank		Parent		Net Merger- Related and Restructuring Expenses (b)		Total
CONSOLIDATED
Net interest income (a)	$	2,798	208		149	501		19		(34	)	3,641
Fee and other income		858	1,222		197	1,215		91		—		3,583
Intersegment revenue		51	(11	)	1	(42	)	1		—		—
Total revenue (a)		3,707	1,419		347	1,674		111		(34	)	7,224
Provision for credit losses		95	—		2	(33	)	(5	)	—		59
Noninterest expense		1,756	1,111		252	879		239		24		4,261
Minority interest		—	—		—	—		89		1		90
Income taxes (benefits)		669	112		34	297		(173	)	(10	)	929
Tax-equivalent adjustment		10	1		—	9		14		(34	)	—
Net income (loss)	$	1,177	195		59	522		(53	)	(15	)	1,885
	Three Months Ended March 31, 2006
(In millions)	General Bank		Capital Management		Wealth Management	Corporate and Investment Bank		Parent		Net Merger- Related and Restructuring Expenses (b)		Total
CONSOLIDATED
Net interest income (a)	$	2,570	198		150	503		118		(49	)	3,490
Fee and other income		872	1,227		191	1,242		(15	)	—		3,517
Intersegment revenue		45	(11	)	1	(37	)	2		—		—
Total revenue (a)		3,487	1,414		342	1,708		105		(49	)	7,007
Provision for credit losses		62	—		—	1		(2	)	—		61
Noninterest expense		1,671	1,128		251	888		233		68		4,239
Minority interest		—	—		—	—		95		—		95
Income taxes (benefits)		628	104		33	280		(139	)	(22	)	884
Tax-equivalent adjustment		11	—		—	22		16		(49	)	—
Net income (loss)	$	1,115	182		58	517		(98	)	(46	)	1,728

PAGE 13

WACHOVIA CORPORATION AND SUBSIDIARIES

BUSINESS SEGMENTS

(Unaudited)

	Three Months Ended June 30, 2005
(In millions)	General Bank		Capital Management		Wealth Management	Corporate and Investment Bank		Parent		Net Merger- Related and Restructuring Expenses (b)		Total
CONSOLIDATED
Net interest income (a)	$	2,379	147		142	520		223		(53	)	3,358
Fee and other income		688	1,136		187	789		177		—		2,977
Intersegment revenue		49	(12	)	1	(40	)	2		—		—
Total revenue (a)		3,116	1,271		330	1,269		402		(53	)	6,335
Provision for credit losses		68	—		—	(8	)	(10	)	—		50
Noninterest expense		1,512	1,042		227	711		206		90		3,788
Minority interest		—	—		—	—		85		(14	)	71
Income taxes (benefits)		555	83		38	184		(56	)	(28	)	776
Tax-equivalent adjustment		10	—		—	27		16		(53	)	—
Net income	$	971	146		65	355		161		(48	)	1,650

(a) Tax-equivalent.

(b) The tax-equivalent amounts are eliminated herein in order for “Total” amounts to agree with amounts appearing in the Consolidated Statements of Income.

PAGE 14

WACHOVIA CORPORATION AND SUBSIDIARIES

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

(Unaudited)

	2006			2005
(In millions)	Second Quarter		First Quarter	Fourth Quarter	Third Quarter	Second Quarter
ON-BALANCE SHEET LOAN PORTFOLIO
COMMERCIAL
Commercial, financial and agricultural	$	91,737	89,138	87,327	83,241	80,528
Real estate - construction and other		15,329	14,483	13,972	13,653	13,216
Real estate - mortgage		19,745	20,066	19,966	19,864	19,724
Lease financing		25,194	25,238	25,368	25,022	24,836
Foreign		11,680	11,535	10,221	8,888	7,549
Total commercial		163,685	160,460	156,854	150,668	145,853
CONSUMER
Real estate secured		98,420	98,898	94,748	80,128	76,213
Student loans		9,139	10,555	9,922	11,458	10,828
Installment loans		20,508	20,189	6,751	6,745	6,783
Total consumer		128,067	129,642	111,421	98,331	93,824
Total loans		291,752	290,102	268,275	248,999	239,677
Unearned income		8,836	9,170	9,260	9,266	9,390
Loans, net (On-balance sheet)	$	282,916	280,932	259,015	239,733	230,287
MANAGED PORTFOLIO (a)
COMMERCIAL
On-balance sheet loan portfolio	$	163,685	160,460	156,854	150,668	145,853
Securitized loans - off-balance sheet		250	1,191	1,227	1,263	1,293
Loans held for sale		3,602	3,588	3,860	4,039	1,783
Total commercial		167,537	165,239	161,941	155,970	148,929
CONSUMER
Real estate secured
On-balance sheet loan portfolio		98,420	98,898	94,748	80,128	76,213
Securitized loans - off-balance sheet		6,833	7,598	8,438	9,255	10,199
Securitized loans included in securities		6,878	4,628	4,817	4,218	4,426
Loans held for sale		3,843	3,679	2,296	12,660	11,923
Total real estate secured		115,974	114,803	110,299	106,261	102,761
Student
On-balance sheet loan portfolio		9,139	10,555	9,922	11,458	10,828
Securitized loans - off-balance sheet		3,353	1,866	2,000	341	382
Securitized loans included in securities		52	52	52	—	—
Loans held for sale		—	—	—	—	16
Total student		12,544	12,473	11,974	11,799	11,226
Installment
On-balance sheet loan portfolio		20,508	20,189	6,751	6,745	6,783
Securitized loans - off-balance sheet		3,809	3,297	3,392	2,228	2,662
Securitized loans included in securities		181	193	206	146	163
Loans held for sale		305	592	249	1,339	809
Total installment		24,803	24,271	10,598	10,458	10,417
Total consumer		153,321	151,547	132,871	128,518	124,404
Total managed portfolio	$	320,858	316,786	294,812	284,488	273,333
SERVICING PORTFOLIO (b)
Commercial	$	212,500	192,367	173,428	158,650	152,923
Consumer	$	58,082	58,697	56,741	55,813	51,954

(a) The managed portfolio includes the on-balance sheet loan portfolio, loans securitized for which the retained interests are classified in securities on-balance sheet, loans held for sale on-balance sheet and the off-balance sheet portfolio of securitized loans sold, where we service 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 15

WACHOVIA CORPORATION AND SUBSIDIARIES

ALLOWANCE FOR LOAN LOSSES AND NONPERFORMING ASSETS

(Unaudited)

	2006					2005
(In millions)	Second Quarter			First Quarter		Fourth Quarter		Third Quarter		Second Quarter
ALLOWANCE FOR LOAN LOSSES (a)
Balance, beginning of period	$	3,036		2,724		2,719		2,718		2,732
Provision for credit losses		49		59		72		74		48
Provision for credit losses relating to loans transferred to loans held for sale or sold		5		—		5		12		—
Balance of acquired entities at purchase date		—		300		—		—		—
Allowance relating to loans acquired, transferred to loans held for sale or sold		(18	)	12		(21	)	(26	)	(11	)
Net charge-offs		(51	)	(59	)	(51	)	(59	)	(51	)
Balance, end of period	$	3,021		3,036		2,724		2,719		2,718
as % of loans, net		1.07	%	1.08		1.05		1.13		1.18
as % of nonaccrual and restructured loans (b)		488	%	452		439		347		332
as % of nonperforming assets (b)		421	%	389		378		303		284
LOAN LOSSES
Commercial, financial and agricultural	$	32		27		52		43		35
Commercial real estate - construction and mortgage		3		7		12		9		—
Consumer		116		69		65		71		75
Total loan losses		151		103		129		123		110
LOAN RECOVERIES
Commercial, financial and agricultural		54		16		50		35		25
Commercial real estate - construction and mortgage		1		—		3		2		1
Consumer		45		28		25		27		33
Total loan recoveries		100		44		78		64		59
Net charge-offs	$	51		59		51		59		51
Commercial loans net charge-offs as % of average commercial loans, net (c)		(0.06	)%	0.05		0.03		0.05		0.03
Consumer loans net charge-offs as % of average consumer loans, net (c)		0.23		0.14		0.16		0.18		0.18
Total net charge-offs as % of average loans, net (c)		0.08	%	0.09		0.09		0.10		0.09
NONPERFORMING ASSETS
Nonaccrual loans
Commercial, financial and agricultural	$	299		342		307		445		497
Commercial real estate - construction and mortgage		88		84		85		120		88
Consumer real estate secured		226		240		221		209		221
Installment loans		6		6		7		10		13
Total nonaccrual loans		619		672		620		784		819
Foreclosed properties (d)		99		108		100		112		138
Total nonperforming assets	$	718		780		720		896		957
Nonperforming loans included in loans held for sale (e)	$	23		24		32		59		111
Nonperforming assets included in loans and in loans held for sale	$	741		804		752		955		1,068
as % of loans, net, and foreclosed properties (b)		0.25	%	0.28		0.28		0.37		0.42
as % of loans, net, foreclosed properties and loans held for sale (e)		0.25	%	0.28		0.28		0.37		0.44
Accruing loans past due 90 days	$	624		610		625		525		521

(a) At June 30, 2006, the reserve for unfunded lending commitments was $165 million.

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

(c) Annualized.

(d) Restructured loans are not significant.

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

PAGE 16

WACHOVIA CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	2006					2005
(In millions, except per share data)	Second Quarter			First Quarter		Fourth Quarter		Third Quarter		Second Quarter
ASSETS
Cash and due from banks	$	12,761		12,668		15,072		12,976		12,464
Interest-bearing bank balances		2,244		1,563		2,638		2,492		2,852
Federal funds sold and securities purchased under resale agreements		17,223		18,807		19,915		27,083		22,528
Total cash and cash equivalents		32,228		33,038		37,625		42,551		37,844
Trading account assets		46,552		39,385		42,704		49,646		46,519
Securities		120,453		118,818		114,889		117,195		117,906
Loans, net of unearned income		282,916		280,932		259,015		239,733		230,287
Allowance for loan losses		(3,021	)	(3,036	)	(2,724	)	(2,719	)	(2,718	)
Loans, net		279,895		277,896		256,291		237,014		227,569
Loans held for sale		7,750		7,859		6,405		18,038		14,531
Premises and equipment		5,322		5,194		4,910		5,352		5,354
Due from customers on acceptances		1,010		968		824		882		826
Goodwill		23,550		23,443		21,807		21,857		21,861
Other intangible assets		1,435		1,523		1,208		1,285		1,378
Other assets		35,419		33,718		34,092		38,561		38,052
Total assets	$	553,614		541,842		520,755		532,381		511,840
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits
Noninterest-bearing deposits		66,388		67,365		67,487		68,402		63,079
Interest-bearing deposits		261,226		261,199		257,407		252,037		236,831
Total deposits		327,614		328,564		324,894		320,439		299,910
Short-term borrowings		62,787		55,390		61,953		78,184		75,726
Bank acceptances outstanding		1,021		985		892		932		859
Trading account liabilities		18,409		17,846		17,598		19,815		19,827
Other liabilities		17,305		16,070		15,986		16,504		15,750
Long-term debt		74,627		70,218		48,971		45,846		49,006
Total liabilities		501,763		489,073		470,294		481,720		461,078
Minority interest in net assets of consolidated subsidiaries		2,979		2,980		2,900		3,904		2,858
STOCKHOLDERS’ EQUITY
Dividend Equalization Preferred shares, no par value, 97 million shares issued and outstanding at June 30, 2006		—		—		—		—		—
Non-Cumulative Perpetual Class A Preferred Stock, Series I, $100,000 liquidation preference per share, 25,010 shares authorized		—		—		—		—		—
Common stock, $3.33-1/3 par value; authorized 3 billion shares, outstanding 1.589 billion shares at June 30, 2006		5,298		5,362		5,189		5,178		5,258
Paid-in capital		34,086		34,291		31,172		30,821		31,038
Retained earnings		12,003		11,724		11,973		11,086		11,079
Accumulated other comprehensive income, net		(2,515	)	(1,588	)	(773	)	(328	)	529
Total stockholders’ equity		48,872		49,789		47,561		46,757		47,904
Total liabilities and stockholders’ equity	$	553,614		541,842		520,755		532,381		511,840

PAGE 17

WACHOVIA CORPORATION AND SUBSIDIARIES

NET INTEREST INCOME SUMMARIES

(Unaudited)

	SECOND QUARTER 2006						FIRST QUARTER 2006
(In millions)	Average Balances		Interest Income/ Expense		Average Rates Earned/ Paid		Average Balances		Interest Income/ Expense		Average Rates Earned/ Paid
ASSETS
Interest-bearing bank balances	$	2,027		25	5.04	%	$	2,872		31	4.31	%
Federal funds sold and securities purchased under resale agreements		17,628		209	4.75			19,657		209	4.31
Trading account assets		29,252		393	5.37			27,240		344	5.08
Securities		124,102		1,668	5.38			117,944		1,557	5.28
Loans
Commercial
Commercial, financial and agricultural		90,259		1,555	6.92			87,784		1,411	6.51
Real estate - construction and other		14,946		277	7.43			14,184		243	6.95
Real estate - mortgage		20,118		369	7.36			20,166		350	7.04
Lease financing		9,895		175	7.08			10,050		171	6.81
Foreign		11,123		142	5.10			10,285		118	4.67
Total commercial		146,341		2,518	6.90			142,469		2,293	6.52
Consumer
Real estate secured		97,377		1,584	6.51			96,082		1,514	6.31
Student loans		10,842		170	6.30			10,589		157	6.00
Installment loans		20,705		482	9.33			11,434		242	8.57
Total consumer		128,924		2,236	6.95			118,105		1,913	6.50
Total loans		275,265		4,754	6.92			260,574		4,206	6.51
Loans held for sale		9,320		165	7.11			8,274		128	6.24
Other earning assets		5,638		99	7.00			5,966		118	8.04
Total earning assets excluding derivatives		463,232		7,313	6.32			442,527		6,593	6.00
Risk management derivatives (a)		—		125	0.11			—		163	0.15
Total earning assets including derivatives		463,232		7,438	6.43			442,527		6,756	6.15
Cash and due from banks		12,055						12,762
Other assets		68,325						66,920
Total assets	$	543,612					$	522,209
LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-bearing deposits
Savings and NOW accounts		78,539		332	1.70			79,783		304	1.54
Money market accounts		99,212		764	3.09			99,632		670	2.73
Other consumer time		48,389		465	3.85			46,309		407	3.57
Foreign		21,031		234	4.47			19,330		187	3.92
Other time		15,269		197	5.16			13,286		153	4.67
Total interest-bearing deposits		262,440		1,992	3.04			258,340		1,721	2.70
Federal funds purchased and securities sold under repurchase agreements		48,732		543	4.47			50,087		503	4.07
Commercial paper		4,659		51	4.45			4,193		41	3.93
Securities sold short		9,255		74	3.21			8,520		63	3.01
Other short-term borrowings		6,423		36	2.24			7,214		40	2.26
Long-term debt		71,725		940	5.25			56,052		697	4.99
Total interest-bearing liabilities excluding derivatives		403,234		3,636	3.62			384,406		3,065	3.23
Risk management derivatives (a)		—		127	0.12			—		152	0.16
Total interest-bearing liabilities including derivatives		403,234		3,763	3.74			384,406		3,217	3.39
Noninterest-bearing deposits		65,498						64,490
Other liabilities		25,817						25,387
Stockholders’ equity		49,063						47,926
Total liabilities and stockholders’ equity	$	543,612					$	522,209
Interest income and rate earned - including derivatives			$	7,438	6.43	%			$	6,756	6.15	%
Interest expense and equivalent rate paid - including derivatives				3,763	3.25					3,217	2.94
Net interest income and margin - including derivatives			$	3,675	3.18	%			$	3,539	3.21	%

PAGE 18

WACHOVIA CORPORATION AND SUBSIDIARIES

NET INTEREST INCOME SUMMARIES

(Unaudited)

	FOURTH QUARTER 2005						THIRD QUARTER 2005						SECOND QUARTER 2005
(In millions)	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
ASSETS
Interest-bearing bank balances	$	2,514		24	3.75	%	$	2,417		21	3.46	%	$	2,649		20	3.07	%
Federal funds sold and securities purchased under resale agreements		22,647		237	4.17			24,451		216	3.50			24,676		189	3.08
Trading account assets		34,461		482	5.59			33,720		407	4.82			31,879		377	4.73
Securities		115,557		1,506	5.21			114,902		1,461	5.08			115,006		1,469	5.11
Loans
Commercial
Commercial, financial and agricultural		85,155		1,326	6.17			81,488		1,184	5.77			80,213		1,084	5.42
Real estate - construction and other		13,803		226	6.51			13,322		201	5.96			12,885		177	5.53
Real estate - mortgage		20,132		333	6.57			19,684		302	6.09			20,204		288	5.71
Lease financing		10,153		184	7.26			9,979		178	7.15			10,252		183	7.11
Foreign		9,118		97	4.23			8,164		80	3.88			7,641		68	3.55
Total commercial		138,361		2,166	6.22			132,637		1,945	5.82			131,195		1,800	5.50
Consumer
Real estate secured		80,984		1,236	6.10			78,088		1,166	5.97			74,799		1,072	5.74
Student loans		11,235		155	5.46			11,267		144	5.07			10,995		129	4.72
Installment loans		6,902		127	7.32			6,968		124	7.04			6,892		115	6.75
Total consumer		99,121		1,518	6.11			96,323		1,434	5.94			92,686		1,316	5.69
Total loans		237,482		3,684	6.17			228,960		3,379	5.87			223,881		3,116	5.58
Loans held for sale		17,646		270	6.10			16,567		244	5.90			14,024		194	5.51
Other earning assets		8,897		155	6.92			10,329		138	5.27			10,419		125	4.84
Total earning assets excluding derivatives		439,204		6,358	5.77			431,346		5,866	5.42			422,534		5,490	5.20
Risk management derivatives (a)		—		184	0.16			—		231	0.21			—		265	0.26
Total earning assets including derivatives		439,204		6,542	5.93			431,346		6,097	5.63			422,534		5,755	5.46
Cash and due from banks		12,770						12,277						12,389
Other assets		68,408						67,944						68,438
Total assets	$	520,382					$	511,567					$	503,361
LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-bearing deposits
Savings and NOW accounts		78,936		258	1.30			78,961		220	1.10			80,113		194	0.97
Money market accounts		100,999		609	2.39			97,746		529	2.15			94,990		455	1.92
Other consumer time		43,549		369	3.37			41,063		325	3.13			38,064		273	2.87
Foreign		17,464		157	3.56			15,285		123	3.18			11,857		81	2.75
Other time		14,859		166	4.46			10,338		109	4.21			9,999		78	3.09
Total interest-bearing deposits		255,807		1,559	2.42			243,393		1,306	2.13			235,023		1,081	1.84
Federal funds purchased and securities sold under repurchase agreements		55,336		526	3.77			56,426		460	3.24			53,984		375	2.79
Commercial paper		8,062		76	3.74			12,664		108	3.39			13,365		97	2.91
Securities sold short		8,801		70	3.13			9,040		77	3.38			10,648		92	3.49
Other short-term borrowings		7,164		39	2.18			6,471		29	1.80			6,694		30	1.82
Long-term debt		47,804		576	4.81			47,788		536	4.48			48,114		528	4.39
Total interest-bearing liabilities excluding derivatives		382,974		2,846	2.95			375,782		2,516	2.66			367,828		2,203	2.40
Risk management derivatives (a)		—		121	0.13			—		141	0.15			—		141	0.16
Total interest-bearing liabilities including derivatives		382,974		2,967	3.08			375,782		2,657	2.81			367,828		2,344	2.56
Noninterest-bearing deposits		64,018						62,978						62,171
Other liabilities		26,983						25,479						26,248
Stockholders’ equity		46,407						47,328						47,114
Total liabilities and stockholders’ equity	$	520,382					$	511,567					$	503,361
Interest income and rate earned - including derivatives			$	6,542	5.93	%			$	6,097	5.63	%			$	5,755	5.46	%
Interest expense and equivalent rate paid - including derivatives				2,967	2.68					2,657	2.45					2,344	2.23
Net interest income and margin - including derivatives			$	3,575	3.25	%			$	3,440	3.18	%			$	3,411	3.23	%

(a) The rates earned and the rates paid on risk management derivatives are based on off-balance sheet notional amounts. The fair value of these instruments is included in other assets and other liabilities.

PAGE 19

WACHOVIA CORPORATION AND SUBSIDIARIES

NET INTEREST INCOME SUMMARIES

(Unaudited)

	SIX MONTHS ENDED JUNE 30, 2006						SIX MONTHS ENDED JUNE 30, 2005
(In millions)	Average Balances		Interest Income/ Expense		Average Rates Earned/ Paid		Average Balances		Interest Income/ Expense		Average Rates Earned/ Paid
ASSETS
Interest-bearing bank balances	$	2,447		56	4.61	%	$	2,567		36	2.85	%
Federal funds sold and securities purchased under resale agreements		18,637		418	4.52			24,475		342	2.82
Trading account assets		28,252		737	5.23			33,504		779	4.66
Securities		121,040		3,225	5.33			114,983		2,946	5.13
Loans
Commercial
Commercial, financial and agricultural		89,029		2,966	6.72			78,442		2,044	5.25
Real estate - construction and other		14,567		520	7.19			12,747		333	5.28
Real estate - mortgage		20,142		719	7.20			20,470		559	5.51
Lease financing		9,972		346	6.95			10,382		365	7.02
Foreign		10,706		260	4.89			7,418		126	3.42
Total commercial		144,416		4,811	6.71			129,459		3,427	5.33
Consumer
Real estate secured		96,733		3,098	6.41			74,729		2,109	5.65
Student loans		10,716		327	6.15			10,999		249	4.56
Installment loans		16,095		724	9.06			7,349		237	6.52
Total consumer		123,544		4,149	6.74			93,077		2,595	5.59
Total loans		267,960		8,960	6.72			222,536		6,022	5.44
Loans held for sale		8,800		293	6.70			13,450		360	5.35
Other earning assets		5,801		217	7.53			10,279		240	4.71
Total earning assets excluding derivatives		452,937		13,906	6.17			421,794		10,725	5.11
Risk management derivatives (a)		—		288	0.12			—		544	0.26
Total earning assets including derivatives		452,937		14,194	6.29			421,794		11,269	5.37
Cash and due from banks		12,406						12,524
Other assets		67,627						67,613
Total assets	$	532,970					$	501,931
LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-bearing deposits
Savings and NOW accounts		79,158		636	1.62			80,589		355	0.89
Money market accounts		99,421		1,434	2.91			94,238		812	1.74
Other consumer time		47,354		872	3.71			37,040		512	2.79
Foreign		20,186		421	4.21			11,429		142	2.51
Other time		14,282		350	4.93			11,284		161	2.86
Total interest-bearing deposits		260,401		3,713	2.88			234,580		1,982	1.70
Federal funds purchased and securities sold under repurchase agreements		49,406		1,046	4.27			52,697		687	2.63
Commercial paper		4,427		92	4.20			13,458		179	2.68
Securities sold short		8,889		137	3.12			11,659		194	3.36
Other short-term borrowings		6,817		76	2.25			6,532		56	1.73
Long-term debt		63,932		1,637	5.13			47,752		1,021	4.28
Total interest-bearing liabilities excluding derivatives		393,872		6,701	3.43			366,678		4,119	2.26
Risk management derivatives (a)		—		279	0.14			—		265	0.15
Total interest-bearing liabilities including derivatives		393,872		6,980	3.57			366,678		4,384	2.41
Noninterest-bearing deposits		64,997						61,361
Other liabilities		25,603						26,720
Stockholders’ equity		48,498						47,172
Total liabilities and stockholders’ equity	$	532,970					$	501,931
Interest income and rate earned - including derivatives			$	14,194	6.29	%			$	11,269	5.37	%
Interest expense and equivalent rate paid - including derivatives				6,980	3.10					4,384	2.10
Net interest income and margin - including derivatives			$	7,214	3.19	%			$	6,885	3.27	%

(a) The rates earned and the rates paid on risk management derivatives are based on off-balance sheet notional amounts. The fair value of these instruments is included in other assets and other liabilities.

PAGE 20

WACHOVIA CORPORATION AND SUBSIDIARIES

RECONCILIATION OF CERTAIN NON-GAAP FINANCIAL MEASURES

(Unaudited)

		2006					2005
(In millions, except per share data)	*	Second Quarter			First Quarter		Fourth Quarter		Third Quarter		Second Quarter
INCOME FROM CONTINUING OPERATIONS
Net income (GAAP)	A	$	1,885		1,728		1,707		1,665		1,650
Discontinued operations, net of income taxes (GAAP)			—		—		(214	)	—		—
Income from continuing operations (GAAP)			1,885		1,728		1,493		1,665		1,650
Merger-related and restructuring expenses (GAAP)			15		46		37		51		48
Earnings excluding merger-related and restructuring expenses, and discontinued operations	B		1,900		1,774		1,530		1,716		1,698
Other intangible amortization (GAAP)			64		59		57		63		69
Earnings excluding merger-related and restructuring expenses, other intangible amortization and discontinued operations	C	$	1,964		1,833		1,587		1,779		1,767
RETURN ON AVERAGE COMMON STOCKHOLDERS’ EQUITY
Average common stockholders’ equity (GAAP)	D	$	49,063		47,926		46,407		47,328		47,114
Merger-related and restructuring expenses (GAAP)			50		19		146		96		52
Discontinued operations (GAAP)			—		—		(36	)	—		—
Average common stockholders’ equity, excluding merger-related and restructuring expenses, and discontinued operations	E		49,113		47,945		46,517		47,424		47,166
Average intangible assets (GAAP)	F		(24,972	)	(23,689	)	(23,302	)	(23,195	)	(23,148	)
Average common stockholders’ equity, excluding merger-related and restructuring expenses, other intangible amortization and discontinued operations	G	$	24,141		24,256		23,215		24,229		24,018
Return on average common stockholders’ equity
GAAP	A/D		15.41	%	14.62		14.60		13.95		14.04
Excluding merger-related and restructuring expenses, and discontinued operations	B/E		15.52		15.01		13.05		14.36		14.43
Return on average tangible common stockholders’ equity
GAAP	A/D+F		31.38		28.91		29.33		27.36		27.61
Excluding merger-related and restructuring expenses, other intangible amortization and discontinued operations	C/G		32.63	%	30.64		27.11		29.14		29.50
RETURN ON AVERAGE ASSETS
Average assets (GAAP)	H	$	543,612		522,209		520,382		511,567		503,361
Average intangible assets (GAAP)			(24,972	)	(23,689	)	(23,302	)	(23,195	)	(23,148	)
Average tangible assets (GAAP)	I		518,640		498,520		497,080		488,372		480,213
Average assets (GAAP)			543,612		522,209		520,382		511,567		503,361
Merger-related and restructuring expenses (GAAP)			50		19		146		96		52
Discontinued operations (GAAP)			—		—		(36	)	—		—
Average assets, excluding merger-related and restructuring expenses, and discontinued operations	J		543,662		522,228		520,492		511,663		503,413
Average intangible assets (GAAP)			(24,972	)	(23,689	)	(23,302	)	(23,195	)	(23,148	)
Average tangible assets, excluding merger-related and restructuring expenses, and discontinued operations	K	$	518,690		498,539		497,190		488,468		480,265
Return on average assets
GAAP	A/H		1.39	%	1.34		1.30		1.29		1.31
Excluding merger-related and restructuring expenses, and discontinued operations	B/J		1.40		1.38		1.17		1.33		1.35
Return on average tangible assets
GAAP	A/I		1.46		1.41		1.36		1.35		1.38
Excluding merger-related and restructuring expenses, other intangible amortization and discontinued operations	C/K		1.52	%	1.49		1.27		1.45		1.48

PAGE 21

WACHOVIA CORPORATION AND SUBSIDIARIES

RECONCILIATION OF CERTAIN NON-GAAP FINANCIAL MEASURES

(Unaudited)

		2006					2005
(In millions, except per share data)	*	Second Quarter			First Quarter		Fourth Quarter		Third Quarter		Second Quarter
OVERHEAD EFFICIENCY RATIOS
Noninterest expense (GAAP)	L	$	4,261		4,239		4,183		4,004		3,788
Merger-related and restructuring expenses (GAAP)			(24	)	(68	)	(58	)	(83	)	(90	)
Noninterest expense, excluding merger-related and restructuring expenses	M		4,237		4,171		4,125		3,921		3,698
Other intangible amortization (GAAP)			(98	)	(92	)	(93	)	(101	)	(107	)
Noninterest expense, excluding merger-related and restructuring expenses, and other intangible amortization	N	$	4,139		4,079		4,032		3,820		3,591
Net interest income (GAAP)		$	3,641		3,490		3,523		3,387		3,358
Tax-equivalent adjustment			34		49		52		53		53
Net interest income (Tax-equivalent)			3,675		3,539		3,575		3,440		3,411
Fee and other income (GAAP)			3,583		3,517		2,989		3,258		2,977
Total	O	$	7,258		7,056		6,564		6,698		6,388
Retail Brokerage Services, excluding insurance
Noninterest expense (GAAP)	P	$	916		942		888		871		860
Net interest income (GAAP)		$	199		189		170		152		142
Tax-equivalent adjustment			1		—		—		1		—
Net interest income (Tax-equivalent)			200		189		170		153		142
Fee and other income (GAAP)			961		975		915		904		881
Total	Q	$	1,161		1,164		1,085		1,057		1,023
Overhead efficiency ratios
GAAP	L/O		58.71	%	60.07		63.72		59.78		59.29
Excluding merger-related and restructuring expenses	M/O		58.39		59.10		62.84		58.55		57.87
Excluding merger-related and restructuring expenses, and brokerage	M-P/O-Q		54.48		54.79		59.08		54.08		52.89
Excluding merger-related and restructuring expenses, and other intangible amortization	N/O		57.03		57.81		61.41		57.06		56.19
Excluding merger-related and restructuring expenses, other intangible amortization and brokerage	N-P/O-Q		52.86	%	53.24		57.36		52.30		50.88
OPERATING LEVERAGE
Operating leverage (GAAP)		$	180		436		(312	)	92		5
Merger-related and restructuring expenses (GAAP)			(45	)	10		(25	)	(8	)	30
Operating leverage, excluding merger-related and restructuring expenses			135		446		(337	)	84		35
Other intangible amortization (GAAP)			7		(2	)	(6	)	(7	)	(8	)
Operating leverage, excluding merger-related and restructuring expenses, and other intangible amortization		$	142		444		(343	)	77		27
DIVIDEND PAYOUT RATIOS ON COMMON SHARES
Dividends paid per common share	R	$	0.51		0.51		0.51		0.51		0.46
Diluted earnings per common share (GAAP)	S	$	1.17		1.09		1.09		1.06		1.04
Merger-related and restructuring expenses (GAAP)			0.01		0.03		0.02		0.03		0.03
Other intangible amortization (GAAP)			0.04		0.04		0.04		0.04		0.04
Discontinued operations (GAAP)			—		—		(0.14	)	—		—
Diluted earnings per common share, excluding merger-related and restructuring expenses, other intangible amortization and discontinued operations	T	$	1.22		1.16		1.01		1.13		1.11
Dividend payout ratios
GAAP	R/S		43.59	%	46.79		46.79		48.11		44.23
Excluding merger-related and restructuring expenses, other intangible amortization and discontinued operations	R/T		41.80	%	43.97		50.50		45.13		41.44

* The letters included in the columns are provided to show how the various ratios presented in the tables on pages 21 and 22 are calculated. For example, return on average assets on a GAAP basis is calculated by dividing income (GAAP) by average assets (GAAP) (i.e., A/H) and annualized where appropriate.

PAGE 22

EX-99.(B)

Exhibit (99)(b)

WACHOVIA SECOND QUARTER 2006

QUARTERLY EARNINGS REPORT

JULY 20, 2006

TABLE OF CONTENTS

Second Quarter 2006 Financial Highlights	1
Earnings Reconciliation	2
Summary Results	2
Other Financial Measures	3
Loan and Deposit Growth	4
Fee and Other Income	5
Noninterest Expense	6
General Bank	7
Capital Management	8
Wealth Management	9
Corporate and Investment Bank	10
Asset Quality	11
2006 Full-Year Outlook*	12
Appendix	13-32
Explanation of Our Use and Reconciliation of Certain Non-GAAP Financial Measures	33-37
Cautionary Statement	38
Additional Information	39

READERS ARE ENCOURAGED TO REFER TO WACHOVIA’S RESULTS FOR THE QUARTER ENDED MARCH 31, 2006, PRESENTED IN ACCORDANCE WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (“GAAP”), WHICH MAY BE FOUND IN WACHOVIA’S FIRST QUARTER 2006 REPORT ON FORM 10-Q.

ALL NARRATIVE COMPARISONS ARE WITH FIRST QUARTER 2006 UNLESS OTHERWISE NOTED.

THE INFORMATION CONTAINED HEREIN INCLUDES CERTAIN NON-GAAP FINANCIAL MEASURES. PLEASE REFER TO PAGES 33-37 FOR AN IMPORTANT EXPLANATION OF OUR USE OF NON-GAAP MEASURES AND RECONCILIATION OF THOSE NON-GAAP MEASURES TO GAAP.

Wachovia 2Q06 Quarterly Earnings Report

Second Quarter 2006 Financial Highlights

VERSUS 1Q06

• Record earnings of $1.9 billion, up 9% and up 14% from 2Q05

• EPS of $1.17 grew 7% and grew 13% from 2Q05

• Excluding $0.01 per share of net merger-related and restructuring expenses, record EPS of $1.18 up 5% and up 10% from 2Q05

	Segment Earnings
	vs. 1Q06		vs. 2Q05
General Bank	+6	%	+21	%
Capital Management	+7	%	+34	%
Wealth Management	+2	%	-9	%
Corporate & Investment Bank	+1	%	+47	%

• Record revenues up 3%; up 14% from 2Q05

• Net interest income rose 4%; net interest margin narrowed 3 bps reflecting lower spread earning asset growth and yield curve environment

• Fee and other income of $3.6 billion increased 2% on strong principal investing gains, consumer service charge growth and interchange income

• Other noninterest expense increased $60 million or 1%

• Includes the full quarter effect of the Westcorp merger and $30 million relating to efficiency initiative spending

• Results reflect $89 million lower SFAS 123R costs, primarily retirement-eligible employee stock compensation expense

• Average loans up 6% with strength in both consumer and commercial; up 23% from 2Q05

	Average Loans						Loan Growth
($ in millions)	2Q06			1Q06		2Q05	vs. 1Q06		vs. 2Q05
Reported Loans	$	275,265		260,574		223,881	6	%	23	%
Less: Westcorp Loans		(13,981	)	(4,702	)
Plus: Home equity line transfer 1						12,549
Adjusted Ending Balance	$	261,284		255,872		236,430	2	%	11	%

¹ Represents balance as of December 31, 2005

• Average core deposits were relatively stable, up $1.4 billion; up $16.3 billion, or 6% from 2Q05

• Driven by General Bank growth of $3.3 billion, or 2%, including $1.5 billion effect of Westcorp

• Nonperforming assets declined 8% to a record low 25 bps of loans

• Net charge-offs were $51 million or 8 bps of average loans

• Provision of $59 million

• Repurchased 26.7 million shares during the quarter

Page - 1

Wachovia 2Q06 Quarterly Earnings Report

Earnings Reconciliation

Earnings Reconciliation

	2006					2005								2Q06 EPS
	Second Quarter			First Quarter		Fourth Quarter				Third Quarter		Second Quarter		vs 1Q06		vs 2Q05
(After-tax in millions, except per share data)	Amount		EPS	Amount	EPS	Amount		EPS		Amount	EPS	Amount	EPS
Net income (GAAP)	$	1,885	1.17	1,728	1.09	1,707		1.09		1,665	1.06	1,650	1.04	7	%	13
Net merger-related and restructuring expenses		15	0.01	46	0.03	37		0.02		51	0.03	48	0.03	(67	)	(67	)
Earnings excluding merger-related and restructuring expenses		1,900	1.18	1,774	1.12	1,744		1.11		1,716	1.09	1,698	1.07	5		10
Discontinued operations, net of income taxes		—	—	—	—	(214	)	(0.14	)	—	—	—	—
Earnings excluding merger-related and restructuring expenses, and discontinued operations		1,900	1.18	1,774	1.12	1,530		0.97		1,716	1.09	1,698	1.07	5		10
Deposit base and other intangible amortization		64	0.04	59	0.04	57		0.04		63	0.04	69	0.04	—		—
Earnings excluding merger-related and restructuring expenses, other intangible amortization and discontinued operations	$	1,964	1.22	1,833	1.16	1,587		1.01		1,779	1.13	1,767	1.11	5	%	10

KEY POINTS

• Expect remaining existing amortization of intangibles (not including the effect of Golden West) for 2006: 3Q06 $0.04; 4Q06 $0.03; calculated using 2Q06 average diluted shares outstanding of 1,613 million

Summary Results

Earnings Summary

	2006				2005				2Q06 vs 1Q06		2Q06 vs 2Q05
(In millions, except per share data)	Second Quarter			First Quarter	Fourth Quarter		Third Quarter	Second Quarter
Net interest income (Tax-equivalent)	$	3,675		3,539	3,575		3,440	3,411	4	%	8
Fee and other income		3,583		3,517	2,989		3,258	2,977	2		20
Total revenue (Tax-equivalent)		7,258		7,056	6,564		6,698	6,388	3		14
Provision for credit losses		59		61	81		82	50	(3	)	18
Other noninterest expense		4,139		4,079	4,032		3,820	3,591	1		15
Merger-related and restructuring expenses		24		68	58		83	90	(65	)	(73	)
Other intangible amortization		98		92	93		101	107	7		(8	)
Total noninterest expense		4,261		4,239	4,183		4,004	3,788	1		12
Minority interest in income of consolidated subsidiaries		90		95	103		104	71	(5	)	27
Income from continuing operations before income taxes (Tax-equivalent)		2,848		2,661	2,197		2,508	2,479	7		15
Income taxes (Tax-equivalent)		963		933	704		843	829	3		16
Income from continuing operations		1,885		1,728	1,493		1,665	1,650	9		14
Discontinued operations, net of income taxes		—		—	214		—	—	—		—
Net income	$	1,885		1,728	1,707		1,665	1,650	9	%	14
Diluted earnings per common share from continuing operations	$	1.17		1.09	0.95		1.06	1.04	7	%	13
Diluted earnings per common share available to common stockholders	$	1.17		1.09	1.09		1.06	1.04	7	%	13
Dividend payout ratio on common shares		43.59	%	46.79	46.79		48.11	44.23	—		—
Return on average common stockholders’ equity		15.41		14.62	14.60		13.95	14.04	—		—
Return on average assets		1.39		1.34	1.30		1.29	1.31	—		—
Overhead efficiency ratio (Tax-equivalent)		58.71	%	60.07	63.72		59.78	59.29	—		—
Operating leverage (Tax-equivalent)	$	180		436	(312	)	92	5	(59	)%	—

KEY POINTS

• Net interest income grew $136 million, or 4%, driven by the full quarter effect of the Westcorp transaction; up 8% from 2Q05

(See Appendix, pages 13 - 18 for further detail)

Page - 2

Wachovia 2Q06 Quarterly Earnings Report

Other Financial Measures

Performance Highlights

	2006				2005				2Q06 vs 1Q06		2Q06 vs 2Q05
(Dollars in millions, except per share data)	Second Quarter			First Quarter	Fourth Quarter		Third Quarter	Second Quarter
Earnings excluding merger-related and restructuring expenses, and discontinued operations (a)(b)
Net income	$	1,900		1,774	1,530		1,716	1,698	7	%	12
Return on average assets		1.40	%	1.38	1.17		1.33	1.35	—		—
Return on average common stockholders’ equity		15.52		15.01	13.05		14.36	14.43	—		—
Overhead efficiency ratio (Tax-equivalent)		58.39		59.10	62.84		58.55	57.87	—		—
Overhead efficiency ratio excluding brokerage (Tax-equivalent)		54.48	%	54.79	59.08		54.08	52.89	—		—
Operating leverage (Tax-equivalent)	$	135		446	(337	)	84	35	(70	)%	—
Earnings excluding merger-related and restructuring expenses, other intangible amortization and discontinued operations (a)(b)
Net income	$	1,964		1,833	1,587		1,779	1,767	7	%	11
Dividend payout ratio on common shares		41.80	%	43.97	50.50		45.13	41.44	—		—
Return on average tangible assets		1.52		1.49	1.27		1.45	1.48	—		—
Return on average tangible common stockholders’ equity		32.63		30.64	27.11		29.14	29.50	—		—
Overhead efficiency ratio (Tax-equivalent)		57.03		57.81	61.41		57.06	56.19	—		—
Overhead efficiency ratio excluding brokerage (Tax-equivalent)		52.86	%	53.24	57.36		52.30	50.88	—		—
Operating leverage (Tax-equivalent)	$	142		444	(343	)	77	27	(68	)%	—
Other financial data
Net interest margin		3.18	%	3.21	3.25		3.18	3.23	—		—
Fee and other income as % of total revenue		49.37		49.84	45.55		48.63	46.60	—		—
Effective tax rate (c)		33.05		33.84	34.10		32.21	32.02	—		—
Effective tax rate (Tax-equivalent) (c) (d)		33.84	%	35.06	35.39		33.63	33.50	—		—
Asset quality
Allowance for loan losses as % of loans, net		1.07	%	1.08	1.05		1.13	1.18	—		—
Allowance for loan losses as % of nonperforming assets		421		389	378		303	284	—		—
Allowance for credit losses as % of loans, net		1.13		1.14	1.11		1.20	1.25	—		—
Net charge-offs as % of average loans, net		0.08		0.09	0.09		0.10	0.09	—		—
Nonperforming assets as % of loans, net, foreclosed properties and loans held for sale		0.25	%	0.28	0.28		0.37	0.44	—		—
Capital adequacy
Tier 1 capital ratio (e)		7.77	%	7.87	7.50		7.42	7.85	—		—
Tangible capital ratio (including FAS 115/133)		4.52		4.80	4.93		4.64	5.05	—		—
Tangible capital ratio (excluding FAS 115/133)		4.96		5.08	5.06		4.69	4.93	—		—
Leverage ratio (e)		6.57	%	6.86	6.12		5.96	6.10	—		—
Other
Average diluted common shares (In millions)		1,613		1,586	1,570		1,575	1,591	2	%	1
Actual common shares (In millions)		1,589		1,608	1,557		1,553	1,577	(1	)	1
Dividends paid per common share	$	0.51		0.51	0.51		0.51	0.46	—		11
Book value per common share		30.75		30.95	30.55		30.10	30.37	(1	)	1
Common stock price		54.08		56.05	52.86		47.59	49.60	(4	)	9
Market capitalization	$	85,960		90,156	82,291		73,930	78,236	(5	)	10
Common stock price to book value		176	%	181	173		158	163	(3	)	8
FTE employees		97,316		97,134	93,980		92,907	93,385	—		4
Total financial centers/brokerage offices		3,847		3,889	3,850		3,840	3,825	(1	)	1
ATMs		5,134		5,179	5,119		5,119	5,089	(1	)%	1

^(a) See tables on page 2, and on pages 33 through 37 for reconciliation to earnings prepared in accordance with GAAP.

^(b) See page 2 for the most directly comparable GAAP financial measure and pages 33 through 37 for reconciliation to earnings prepared in accordance with GAAP.

^(c) 4Q05 includes taxes on discontinued operations

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

^(e) The second quarter of 2006 is based on estimates.

KEY POINTS

• Cash overhead efficiency ratio declined 78 bps to 57.03% reflecting the full-quarter effect of the Westcorp transaction

• Net interest margin decreased 3 bps to 3.18% largely reflecting growth in lower spread assets which more than offset the impact of Westcorp

• Effective tax rate decreased to 33.84% reflecting favorable resolution of a tax matter

• Average diluted shares include the incremental 51 million average effect of shares issued in Westcorp merger, the 7 million share effect of employee stock option and restricted share activity, offset by repurchases

• Repurchased 26.7 million shares during the quarter at an average cost of $54.85 per share

(See Appendix, pages 13 - 18 for further detail)

Page - 3

Wachovia 2Q06 Quarterly Earnings Report

Loan and Deposit Growth

Average Balance Sheet Data

(In millions)	2006			2005			2Q06 vs 1Q06		2Q06 vs 2Q05
	Second Quarter		First Quarter	Fourth Quarter	Third Quarter	Second Quarter
Assets
Trading assets	$	29,252	27,240	34,461	33,720	31,879	7	%	(8	)
Securities		124,102	117,944	115,557	114,902	115,006	5		8
Commercial loans, net
General Bank		89,038	86,013	83,680	80,969	80,545	4		11
Corporate and Investment Bank		43,772	42,893	41,513	38,780	37,813	2		16
Other		13,531	13,563	13,168	12,888	12,837	—		5
Total commercial loans, net		146,341	142,469	138,361	132,637	131,195	3		12
Consumer loans, net		128,924	118,105	99,121	96,323	92,686	9		39
Total loans, net		275,265	260,574	237,482	228,960	223,881	6		23
Loans held for sale		9,320	8,274	17,646	16,567	14,024	13		(34	)
Other earning assets (a)		25,293	28,495	34,058	37,197	37,744	(11	)	(33	)
Total earning assets		463,232	442,527	439,204	431,346	422,534	5		10
Cash		12,055	12,762	12,770	12,277	12,389	(6	)	(3	)
Other assets		68,325	66,920	68,408	67,944	68,438	2		—
Total assets	$	543,612	522,209	520,382	511,567	503,361	4	%	8
Liabilities and Stockholders’ Equity
Core interest-bearing deposits	$	226,140	225,724	223,484	217,770	213,167	—	%	6
Foreign and other time deposits		36,300	32,616	32,323	25,623	21,856	11		66
Total interest-bearing deposits		262,440	258,340	255,807	243,393	235,023	2		12
Short-term borrowings		69,069	70,014	79,363	84,601	84,691	(1	)	(18	)
Long-term debt		71,725	56,052	47,804	47,788	48,114	28		49
Total interest-bearing liabilities		403,234	384,406	382,974	375,782	367,828	5		10
Noninterest-bearing deposits		65,498	64,490	64,018	62,978	62,171	2		5
Other liabilities		25,817	25,387	26,983	25,479	26,248	2		(2	)
Total liabilities		494,549	474,283	473,975	464,239	456,247	4		8
Stockholders’ equity		49,063	47,926	46,407	47,328	47,114	2		4
Total liabilities and stockholders’ equity	$	543,612	522,209	520,382	511,567	503,361	4	%	8
___________                         (a)      Includes interest-bearing bank balances, federal funds sold and securities purchased under resale agreements.
Memoranda
Low-cost core deposits	$	243,249	243,905	243,953	239,685	237,274	—	%	3
Other core deposits		48,389	46,309	43,549	41,063	38,064	4		27
Total core deposits	$	291,638	290,214	287,502	280,748	275,338	—	%	6

KEY POINTS

• Trading assets increased $2.0 billion, or 7%, driven by growth in CDO warehouse and syndication activity

• Average VAR of $17 million remained relatively stable

• Securities increased $6.2 billion, or 5%, from 1Q06

• Driven by $2.5 billion mortgage loan wrap and full quarter impact of 1Q06 purchases associated with increased retail CD funding

• Average duration of investment securities increased to 4.2 years from 3.8 years

• Commercial loans increased $3.9 billion, or 3%; up 12% from 2Q05; driven by strength in commercial, large corporate and commercial real estate

• Consumer loans increased $10.8 billion or 9%; up 39% from 2Q05

• Driven by an incremental average $9.1 billion due to Westcorp as well as consumer real estate-secured growth; increase from 2Q05 also reflects the $12.5 billion 4Q05 transfer of loans from held for sale

• Originated $18.4 billion of consumer loans in 2Q06

• Total earning assets include $4.7 billion of consumer loans held for sale and $5.2 billion of margin loans

• Long-term debt increased $15.7 billion, primarily due to full quarter of Westcorp and debt issuance in 1Q06 and 2Q06

• Core deposits were relatively flat, up $1.4 billion driven by strength in retail CDs; core deposits grew 6% from 2Q05

(See Appendix, pages 15 - 16 for further detail)

Page - 4

Wachovia 2Q06 Quarterly Earnings Report

Fee and Other Income

Fee and Other Income

	2006				2005				2Q06 vs 1Q06		2Q06 vs 2Q05
(In millions)	Second Quarter		First Quarter		Fourth Quarter		Third Quarter	Second Quarter
Service charges	$	622	574		555		555	528	8	%	18
Other banking fees		449	428		400		385	355	5		26
Commissions		588	623		573		598	585	(6	)	1
Fiduciary and asset management fees		808	761		790		749	746	6		8
Advisory, underwriting and other investment banking fees		318	302		325		294	257	5		24
Trading account profits (losses)		164	219		(31	)	160	49	(25	)	—
Principal investing		189	103		135		166	41	83		—
Securities gains (losses)		25	(48	)	(74	)	29	136	—		(82	)
Other income		420	555		316		322	280	(24	)	50
Total fee and other income	$	3,583	3,517		2,989		3,258	2,977	2	%	20

KEY POINTS

• Record fee and other income rose 2%; grew 20% vs. 2Q05

• Record service charges of $622 million rose 8%; up 18% from 2Q05

• Consumer up 15% from 1Q06; commercial relatively flat with seasonally high 1Q06

• Record other banking fees rose 5% driven by strength in both interchange activity and mortgage originations; up 26% from 2Q05

• Commissions decreased 6% as growth in insurance was more than offset by lower retail brokerage commissions as customers migrate to managed accounts and lower retail brokerage transaction activity; up 1% from 2Q05 on higher insurance commissions

• Fiduciary and asset management fees increased 6%; up 8% vs. 2Q05

• Driven by $26 million of growth in retail brokerage managed account fees

• Results vs. 2Q05 reflect $70 million higher retail brokerage managed account fees somewhat offset by $45 million reduction relating to 4Q05 sale of Corporate and Institutional Trust businesses

• Advisory, underwriting and other investment banking fees grew 5%; up 24% from 2Q05

• Driven by growth in M&A and structured products and continued strength in loan syndications

• Trading account profits decreased $55 million from record 1Q06 as strength in global rate products was more than offset by decreases in equities and credit products

• Principal investing net gains of $189 million rose $86 million from 1Q06 driven by a $116 million unrealized gain

• Net securities gains of $25 million included $13 million in gains in the investment portfolio and $12 million of gains relating to corporate lending activities

• Other income declined $135 million from 1Q06 which included a $100 million fee relating to Bank of America/MBNA merger, and a $33 million gain relating to Archipelago/NYSE merger

(See Appendix, page 17 for further detail)

Page - 5

Wachovia 2Q06 Quarterly Earnings Report

Noninterest Expense

Noninterest Expense

	2006			2005			2Q06 vs 1Q06		2Q06 vs 2Q05
(In millions)	Second Quarter		First Quarter	Fourth Quarter	Third Quarter	Second Quarter
Salaries and employee benefits	$	2,652	2,697	2,470	2,476	2,324	(2	)%	14
Occupancy		291	275	283	260	271	6		7
Equipment		299	280	277	276	269	7		11
Advertising		56	47	51	50	48	19		17
Communications and supplies		162	167	155	158	158	(3	)	3
Professional and consulting fees		184	167	213	167	155	10		19
Sundry expense		495	446	583	433	366	11		35
Other noninterest expense		4,139	4,079	4,032	3,820	3,591	1		15
Merger-related and restructuring expenses		24	68	58	83	90	(65	)	(73	)
Other intangible amortization		98	92	93	101	107	7		(8	)
Total noninterest expense	$	4,261	4,239	4,183	4,004	3,788	1	%	12

KEY POINTS

• Other noninterest expense rose 1% and 15% vs. 2Q05

• Includes $30 million relating to efficiency initiative efforts, largely reflected in severance and occupancy expense, as well as $12 million of credit card expenses

• Salaries and employee benefits decreased 2% reflecting an $89 million decline in SFAS 123R costs, primarily retirement-eligible, employee stock compensation expense partially offset by incremental expense relating to Westcorp; up 14% from 2Q05 largely reflecting higher revenue-based incentives and mergers

• Occupancy and equipment costs increased $35 million largely reflecting the addition of Westcorp, branch consolidations and continued de novo expansion activity

• Professional and consulting fees increased 10%, or $17 million; up 19% from 2Q05

• Sundry expense increased $49 million from 1Q06 on higher loan costs including the impact of Westcorp, increased travel and human resources outsourcing costs

(See Appendix, page 18 for further detail)

Page - 6

Wachovia 2Q06 Quarterly Earnings Report

General Bank

This segment includes Retail and Small Business, and Commercial.

General Bank Performance Summary

(Dollars in millions)	2006				2005			2Q06 vs 1Q06		2Q06 vs 2Q05
	Second Quarter			First Quarter	Fourth Quarter	Third Quarter	Second Quarter
Income statement data
Net interest income (Tax-equivalent)	$	2,798		2,570	2,499	2,409	2,379	9	%	18
Fee and other income		858		872	746	760	688	(2	)	25
Intersegment revenue		51		45	58	55	49	13		4
Total revenue (Tax-equivalent)		3,707		3,487	3,303	3,224	3,116	6		19
Provision for credit losses		95		62	75	77	68	53		40
Noninterest expense		1,756		1,671	1,668	1,582	1,512	5		16
Income taxes (Tax-equivalent)		679		639	573	574	565	6		20
Segment earnings	$	1,177		1,115	987	991	971	6	%	21
Performance and other data
Economic profit	$	901		870	759	765	742	4	%	21
Risk adjusted return on capital (RAROC)		54.26	%	58.52	53.45	54.03	53.59	—		—
Economic capital, average	$	8,353		7,421	7,094	7,055	6,987	13		20
Cash overhead efficiency ratio (Tax-equivalent)		47.40	%	47.91	50.52	49.05	48.55	—		—
Lending commitments	$	121,181		115,788	111,202	106,570	102,768	5		18
Average loans, net		192,500		178,325	168,947	163,877	161,902	8		19
Average core deposits	$	219,478		216,186	213,222	208,500	205,782	2		7
FTE employees		45,406		45,349	42,022	41,399	41,259	—	%	10
General Bank Key Metrics
	2006				2005			2Q06 vs 1Q06		2Q06 vs 2Q05
	Second Quarter			First Quarter	Fourth Quarter	Third Quarter	Second Quarter
Customer overall satisfaction score (a)		6.61		6.62	6.63	6.61	6.63	—	%	—
New/Lost ratio		1.31		1.27	1.19	1.25	1.31	3		0
Online active customers (In thousands) (b)		3,634		3,421	3,210	3,254	3,011	6		21
Financial centers		3,109		3,159	3,131	3,138	3,126	(2	)%	(1	)

^(a) Gallup survey measured on a 1-7 scale; 6.4 = “best in class”.

^(b) Retail and small business.

RECORD SEGMENT EARNINGS OF $1.2 BILLION, UP 6% AND UP 21% FROM 2Q05

• Revenue of $3.7 billion up 6%, up 19% from 2Q05; reflects full quarter addition of Westcorp and organic growth

• Net interest income up 9% and up 18% from 2Q05 on loan and deposit growth

• Westcorp contributed an incremental $174 million of net interest income in the quarter

• Fees declined 2% from 1Q06 which included $100 million fee relating to Bank of America/MBNA merger

• Fees up 11% excluding the 1Q06 MBNA fee on strong consumer service charge growth and higher interchange income

• Expenses increased 5%, up 16% from 2Q05

• Reflects incremental $51 million relating to Westcorp, higher personnel expenses, $26 million due to branch consolidations and de novo branch expansion, and $12 million of costs relating to credit card, somewhat offset by $49 million lower stock compensation expense and continued efficiency improvements

• Average loans up 8% driven by growth in both commercial and consumer

• Westcorp contributed an incremental $9.3 billion of average loans

• Average core deposits up $3.3 billion, or 2%, on growth in retail CDs, money market and interest checking

• Westcorp contributed an incremental $1.5 billion of average core deposits

• Opened 23 de novo branches and consolidated 73 branches during the quarter

(See Appendix, pages 19 - 21 for further discussion of business unit results)

Page - 7

Wachovia 2Q06 Quarterly Earnings Report

Capital Management

This segment includes Asset Management and Retail Brokerage Services.

Capital Management Performance Summary

(Dollars in millions)	2006					2005						2Q06 vs 1Q06		2Q06 vs 2Q05
	Second Quarter			First Quarter		Fourth Quarter		Third Quarter		Second Quarter
Income statement data
Net interest income (Tax-equivalent)	$	208		198		178		159		147		5	%	41
Fee and other income		1,222		1,227		1,166		1,146		1,136		—		8
Intersegment revenue		(11	)	(11	)	(9	)	(12	)	(12	)	—		8
Total revenue (Tax-equivalent)		1,419		1,414		1,335		1,293		1,271		—		12
Provision for credit losses		—		—		—		—		—		—		—
Noninterest expense		1,111		1,128		1,100		1,060		1,042		(2	)	7
Income taxes (Tax-equivalent)		113		104		87		86		83		9		36
Segment earnings	$	195		182		148		147		146		7	%	34
Performance and other data
Economic profit	$	154		139		107		107		107		11	%	44
Risk adjusted return on capital (RAROC)		51.31	%	47.34		39.23		40.53		40.67		—		—
Economic capital, average	$	1,526		1,556		1,497		1,444		1,439		(2	)	6
Cash overhead efficiency ratio (Tax-equivalent)		78.33	%	79.78		82.47		81.98		81.88		—		—
Lending commitments	$	250		237		208		184		176		5		42
Average loans, net		616		462		388		372		344		33		79
Average core deposits	$	27,220		28,671		28,328		28,521		29,235		(5	)	(7	)
FTE employees		17,212		17,107		17,295		17,310		17,444		1	%	(1	)
Capital Management Key Metrics
	2006					2005						2Q06 vs 1Q06		2Q06 vs 2Q05
(Dollars in millions)	Second Quarter			First Quarter		Fourth Quarter		Third Quarter		Second Quarter
Equity assets	$	90,613		87,293		82,333		81,889		78,953		4	%	15
Fixed income assets		101,428		105,982		104,345		107,491		103,731		(4	)	(2	)
Money market assets		45,229		45,030		42,953		43,734		42,666		—		6
Total assets under management (a)		237,270		238,305		229,631		233,114		225,350		—		5
Gross fluctuating mutual fund sales	$	2,861		3,709		2,929		3,107		2,946		(23	)	(3	)
Full-service financial advisors series 7		7,973		7,926		8,028		7,941		7,833		1		2
Financial center advisors series 6		2,541		2,454		2,458		2,493		2,456		4		3
Broker client assets (b)	$	704,300		689,100		683,600		683,100		655,600		2		7
Customer receivables including margin loans	$	5,262		5,577		5,846		5,634		5,672		(6	)	(7	)
Traditional brokerage offices		738		730		719		702		699		1		6
Banking centers with brokerage services		1,968		1,984		2,007		2,071		2,136		(1	)%	(8	)

^(a) Includes $68 billion in assets managed for Wealth Management, which are also reported in that segment. Assets under management have been restated to exclude $18 billion from the divested Corporate and Institutional Trust business, which are now in the Parent, but still managed by Capital Management.

^(b) 2Q06 includes the addition of $22.9 billion in certain mutual fund assets to the overall client asset mix. Prior periods have not been restated.

Record segment earnings of $195 million, up 7% and 34% from 2Q05

• Revenue of $1.4 billion flat; up 12% from 2Q05

• Net interest income grew 5% driven by improving deposit spreads

• Fee income was flat as higher managed account fees and effects of Ameriprise Financial’s 401(k) record-keeping business and Metropolitan West Capital Management transactions were offset by lower retail brokerage commissions and lower valuations on investments used to fund deferred compensation plans

• Expenses decreased 2% reflecting lower deferred compensation expense and lower litigation, which more than offset increases relating to acquisitions

• Solid recruiting; net new hires of 47 Series 7 brokers and 87 Series 6 financial specialists

• AUM were flat as the addition of $5.5 billion in assets from the Metropolitan West Capital Management transaction was offset by lower market valuations and seasonal outflows in institutional fixed income assets

(See Appendix, pages 22 - 23 for further discussion of business unit results)

Page - 8

Wachovia 2Q06 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

	2006				2005			2Q06 vs 1Q06		2Q06 vs 2Q05
(Dollars in millions)	Second Quarter			First Quarter	Fourth Quarter	Third Quarter	Second Quarter
Income statement data
Net interest income (Tax-equivalent)	$	149		150	153	147	142	(1	)%	5
Fee and other income		197		191	192	197	187	3		5
Intersegment revenue		1		1	2	1	1	—		—
Total revenue (Tax-equivalent)		347		342	347	345	330	1		5
Provision for credit losses		2		—	1	6	—	—		—
Noninterest expense		252		251	257	241	227	—		11
Income taxes (Tax-equivalent)		34		33	32	36	38	3		(11	)
Segment earnings	$	59		58	57	62	65	2	%	(9	)
Performance and other data
Economic profit	$	43		40	40	48	48	8	%	(10	)
Risk adjusted return on capital (RAROC)		43.20	%	42.67	42.06	48.32	50.73	—		—
Economic capital, average	$	528		517	510	505	490	2		8
Cash overhead efficiency ratio (Tax-equivalent)		72.60	%	73.32	73.86	70.14	68.73	—		—
Lending commitments	$	6,285		6,229	5,840	5,574	5,154	1		22
Average loans, net		15,987		15,570	14,889	14,201	13,621	3		17
Average core deposits	$	14,251		14,747	14,291	13,391	13,188	(3	)	8
FTE employees		4,732		4,771	4,808	4,816	4,849	(1	)%	(2	)
Wealth Management Key Metrics
	2006				2005			2Q06 vs 1Q06		2Q06 vs 2Q05
(Dollars in millions)	Second Quarter			First Quarter	Fourth Quarter	Third Quarter	Second Quarter
Investment assets under administration	$	135,817		134,293	130,418	123,820	122,488	1	%	11
Assets under management (a)	$	68,341		68,349	65,572	65,642	64,907	—		5
Client relationships		39,044		40,540	39,827	40,751	47,532	(4	)	(18	)
Wealth Management advisors		991		973	978	971	962	2	%	3

^(a) These assets are managed by and reported in Capital Management. Client relationships have been restated for prior periods due to a change in reporting methodology.

SEGMENT EARNINGS OF $59 MILLION UP 2% LINKED QUARTER AND DOWN 9% FROM 2Q05

• Revenue of $347 million, up 1% and up 5% from 2Q05

• Net interest income down 1%, primarily reflecting 3% decline in core deposits, partially offset by 3% loan growth

• Fee and other income increased 3% on stronger insurance commissions and growth in trust and investment management sales

• Expenses flat; up 11% from 2Q05

• Results reflect higher expenses associated with introduction of new investment platform and efficiency initiative severance costs; 1Q06 included $10 million of higher employee stock compensation expense

• Growth vs. 2Q05 driven by the new investment platform and the May 2005 Palmer & Cay acquisition

(See Appendix, page 24 for further discussion of business unit results)

Page - 9

Wachovia 2Q06 Quarterly Earnings Report

Corporate and Investment Bank

This segment includes Corporate Lending, Investment Banking, and Treasury and International Trade Finance.

Corporate and Investment Bank Performance Summary

	2006					2005						2Q06 Vs 1Q06		2Q06 vs 2Q05
(Dollars in millions)	Second Quarter			First Quarter		Fourth Quarter		Third Quarter		Second Quarter
Income statement data
Net interest income (Tax-equivalent)	$	501		503		588		531		520		—	%	(4	)
Fee and other income		1,215		1,242		900		1,026		789		(2	)	54
Intersegment revenue		(42	)	(37	)	(51	)	(44	)	(40	)	14		5
Total revenue (Tax-equivalent)		1,674		1,708		1,437		1,513		1,269		(2	)	32
Provision for credit losses		(33	)	1		(13	)	(3	)	(8	)	—		—
Noninterest expense		879		888		787		809		711		(1	)	24
Income taxes (Tax-equivalent)		306		302		247		262		211		1		45
Segment earnings	$	522		517		416		445		355		1	%	47
Performance and other data
Economic profit	$	299		332		226		262		176		(10	)%	70
Risk adjusted return on capital (RAROC)		29.90	%	33.87		26.96		29.55		24.07		—		—
Economic capital, average	$	6,351		5,880		5,626		5,604		5,409		8		17
Cash overhead efficiency ratio (Tax-equivalent)		52.53	%	52.00		54.75		53.48		56.01		—		—
Lending commitments	$	106,105		103,812		103,079		92,966		88,365		2		20
Average loans, net		43,775		42,896		41,517		38,784		37,815		2		16
Average core deposits	$	26,148		25,322		25,894		24,770		22,459		3		16
FTE employees		5,889		5,669		5,796		4,799		4,845		4	%	22
Corporate and Investment Bank Sub-segment Revenue
	2006					2005						2Q06 vs 1Q06		2Q06 vs 2Q05
(In millions)	Second Quarter			First Quarter		Fourth Quarter		Third Quarter		Second Quarter
Investment Banking	$	1,088		1,090		865		937		709		—	%	53
Corporate Lending		325		366		326		332		324		(11	)	—
Treasury and International Trade Finance		261		252		246		244		236		4		11
Total revenue (Tax-equivalent)	$	1,674		1,708		1,437		1,513		1,269		(2	)%	32
Memoranda
Total net trading revenue (Tax-equivalent)	$	287		368		163		309		210		(22	)%	37

RECORD SEGMENT EARNINGS OF $522 MILLION, UP 1% AND UP 47% FROM 2Q05

• Revenue of $1.7 billion decreased 2% from a record 1Q06 and grew 32% from 2Q05

• Net interest income relatively flat as solid loan and deposit growth was offset by narrower spreads

• Fee and other income decreased 2% from 1Q06, as higher principal investing gains and strength in structured products and advisory businesses were more than offset by lower trading profits and investment grade results from record 1Q06 levels; 1Q06 also included $33 million gain related to the Archipelago/NYSE merger

• Expenses decreased 1% and grew 24% from 2Q05

• Linked quarter decline driven by $25 million lower employee stock compensation expense

• Average loans increased 2% linked quarter driven by growth in corporate lending and capital finance; average core deposits up 3%

(See Appendix, pages 25 - 27 for further discussion of business unit results)

Page - 10

Wachovia 2Q06 Quarterly Earnings Report

Asset Quality

Asset Quality

	2006					2005						2Q06 vs 1Q06		2Q06 vs 2Q05
(In millions)	Second Quarter			First Quarter		Fourth Quarter		Third Quarter		Second Quarter
Nonperforming assets
Nonaccrual loans	$	619		672		620		784		819		(8	)%	(24	)
Foreclosed properties		99		108		100		112		138		(8	)	(28	)
Total nonperforming assets	$	718		780		720		896		957		(8	)%	(25	)
as % of loans, net and foreclosed properties		0.25	%	0.28		0.28		0.37		0.42		(9	)	(39	)
Nonperforming assets in loans held for sale	$	23		24		32		59		111		(4	)%	(79	)
Total nonperforming assets in loans and in loans held for sale	$	741		804		752		955		1,068		(8	)%	(31	)
as % of loans, net, foreclosed properties and loans held for sale		0.25	%	0.28		0.28		0.37		0.44		—		—
Allowance for credit losses (a)
Allowance for loan losses, beginning of period	$	3,036		2,724		2,719		2,718		2,732		11	%	11
Balance of acquired entities at purchase date		—		300		—		—		—		—		—
Net charge-offs		(51	)	(59	)	(51	)	(59	)	(51	)	(14	)	—
Allowance relating to loans acquired, transferred to loans held for sale or sold		(18	)	12		(21	)	(26	)	(11	)	—		64
Provision for credit losses related to loans transferred to loans held for sale or sold (b)		5		—		5		12		—		—		—
Provision for credit losses		49		59		72		74		48		(17	)	2
Allowance for loan losses, end of period		3,021		3,036		2,724		2,719		2,718		—		11
Reserve for unfunded lending commitments, beginning of period		160		158		154		158		156		1		3
Provision for credit losses		5		2		4		(4	)	2		—		—
Reserve for unfunded lending commitments, end of period		165		160		158		154		158		3		4
Allowance for credit losses	$	3,186		3,196		2,882		2,873		2,876		—	%	11
Allowance for loan losses
as % of loans, net		1.07	%	1.08		1.05		1.13		1.18		—		—
as % of nonaccrual and restructured loans (c)		488		452		439		347		332		—		—
as % of nonperforming assets (c)		421		389		378		303		284		—		—
Allowance for credit losses
as % of loans, net		1.13	%	1.14		1.11		1.20		1.25		—		—
Net charge-offs	$	51		59		51		59		51		(14	)%	—
Commercial, as % of average commercial loans		(0.06	)%	0.05		0.03		0.05		0.03		—		—
Consumer, as % of average consumer loans		0.23	%	0.14		0.16		0.18		0.18		—		—
Total, as % of average loans, net		0.08	%	0.09		0.09		0.10		0.09		—		—
Past due loans, 90 days and over, and nonaccrual loans (c)
Commercial, as a % of loans, net		0.28	%	0.32		0.30		0.43		0.45		—		—
Consumer, as a % of loans, net		0.64	%	0.62		0.72		0.71		0.77		—		—

^(a) The allowance for credit losses is the sum of the allowance for loan losses and the reserve for unfunded lending commitments.

^(b) The provision related to loans transferred or sold includes recovery of lower of cost or market losses.

^(c) These ratios do not include nonperforming assets included in loans held for sale.

KEY POINTS

• Total NPAs of $741 million decreased $63 million and declined to a record low 25 bps

• Nonaccrual loans decrease primarily driven by higher payments and the sale of $32 million of commercial nonaccrual loans

• Provision expense of $59 million; net charge-offs down $8 million to $51 million, or 8 bps of average loans

• Reflects higher gross charge-offs, driven by full quarter of Westcorp, offset by higher commercial loan recoveries

• Allowance for loan losses of $3.0 billion, or 1.07% of net loans, reflecting high quality loan portfolio

• Allowance 488% as a percentage of nonaccruals and restructured loans

(See Appendix, pages 29 - 31 for further detail)

Page - 11

Wachovia 2Q06 Quarterly Earnings Report

2006 Full-Year Outlook*

ECONOMIC ASSUMPTIONS FOR FULL-YEAR 2006

	JAN 19 ESTIMATE		CURRENT(a)
REAL GDP GROWTH	3.40%		3.00%
INFLATION (CPI)	2.90%		3.00%
FED FUNDS (AT DEC 2006)	4.75%	} -35 BPS	5.50%	} -40 BPS
10 YEAR TREASURY BOND (AT Dec 2006)	4.40%		5.10%
S&P 500 (AT DEC 2006)	7.00%		YTD FLAT

^(a) DENOTES UPDATE

(VERSUS FULL-YEAR ADJUSTED 2005 UNLESS OTHERWISE NOTED)

	ADJUSTED 2005#	2006 OUTLOOK
NET INTEREST INCOME (TE)	$14.6 BILLION	EXPECTED FLAT(a) TO LOW SINGLE DIGITS % GROWTH
FEE INCOME	$12.3 BILLION	ANTICIPATE % GROWTH IN MID TEENS(a)
NONINTEREST EXPENSE(1)	$15.8 BILLION	EXPECTED % GROWTH IN MID(a) SINGLE DIGITS
		•     REFLECTS ESTIMATED $400-$450 MILLION OF CUMULATIVE SAVINGS DURING THE YEAR RELATING TO OUR EFFICIENCY INITIATIVE AS WELL AS THE EFFECT OF THE FULL-YEAR SAVINGS ASSOCIATED WITH SOUTHTRUST AND RETAIL BROKERAGE INTEGRATION
MINORITY INTEREST EXPENSE(1)	$367 MILLION	EXPECT HIGH SINGLE DIGITS(a) % GROWTH
LOANS	$240.6 BILLION	EXPECT MID-TEENS % GROWTH
CONSUMER	$107.9 BILLION	HIGH TEENS % GROWTH
COMMERCIAL	$132.7 BILLION	LOW DOUBLE DIGITS % GROWTH
NET CHARGE-OFFS	15 BPS	10- 20(a) BPS OF AVERAGE NET LOANS RANGE
		PROVISION EXPECTED TO BE WITHIN THIS RANGE
EFFECTIVE TAX RATE (TE)		APPROXIMATELY 34%-34.5%(a)
LEVERAGE RATIO		TARGET > 6.00%
TANGIBLE CAPITAL RATIO (EXCLUDING FAS 115/133)		TARGET > 4.70%
DIVIDEND PAYOUT RATIO		40%–50% OF EARNINGS (BEFORE MERGER-RELATED AND RESTRUCTURING EXPENSES, AND OTHER INTANGIBLE AMORTIZATION)
EXCESS CAPITAL		OPPORTUNISTICALLY REPURCHASE SHARES; AUTHORIZATION FOR 59 MILLION SHARES REMAINING (REPURCHASES PROHIBITED DURING WB/GDW PROXY SOLICIATION PERIOD)
		FINANCIALLY ATTRACTIVE, SHAREHOLDER FRIENDLY ACQUISITIONS

* Does not reflect the effect of the proposed Golden West Financial Corporation merger expected to close in 4Q06.^(a)

# Wachovia’s results as footnoted below plus Westcorp’s nine month results through September 30, 2005, as reported in Westcorp’s fourth quarter report filed on Form 10-Q dated 11/08/2005.

⁽¹⁾ Before merger-related and restructuring expenses. Outlook includes SFAS 123R costs previously excluded^(a).

Page - 12

APPENDIX

TABLE OF CONTENTS

Summary Operating Results	13
Net Interest Income	15
Fee and Other Income	17
Noninterest Expense	18
Consolidated Results - Segment Summary	18
General Bank	19
Capital Management	22
Wealth Management	24
Corporate and Investment Bank	25
Parent	28
Asset Quality	29
Merger Integration Update	32
Explanation of Our Use of Certain Non-GAAP Financial Measures	33
Reconciliation Of Certain Non-GAAP Financial Measures	34
Cautionary Statement	38
Additional Information	39

Wachovia 2Q06 Quarterly Earnings Report

SUMMARY OPERATING RESULTS

Business segment results are presented excluding (i) merger-related and restructuring expenses, (ii) deposit base intangible and other intangible amortization expense, (iii) amounts presented as discontinued operations and (iv) the cumulative effect of a change in accounting principle. This is the basis on which we manage and allocate capital to our business segments. We continuously assess assumptions, methodologies and reporting classifications to better reflect the true economics of our business segments.

We continuously update segment information for changes that occur in the management of our businesses. In 1Q06, we transferred certain financial advisors to Wealth Management from Capital Management relating to the introduction of the new Advantage business model in Wealth Management and have updated information for 2005 to reflect this change. The impact to segment earnings for full year 2005 as a result of this and other changes was a $37 million decrease in the General Bank, a $9 million increase in Capital Management, a $12 million decrease in Wealth Management, a $1 million decrease in the Corporate and Investment Bank and a $41 million increase in the Parent.

In 1Q06, changes in fair value of certain derivatives held for other-than-trading purposes, which are economic hedges not designated and accounted for as accounting hedges, are presented in other income. Previously, for these derivatives, the changes in fair value were included in trading accounts profits (losses). Prior period amounts have been reclassified to be consistent with the current period presentation. The impact for full year 2005 was an increase in trading accounts profit (losses) of $41 million and a corresponding decrease in other income. Additionally, in 2Q06, we reclassified certain asset-based fees received from third party mutual funds to fiduciary and asset management fees from commissions and updated amounts for prior periods. The impact to 1Q06 and full year 2005 was a reduction in commissions of $16 million and $68 million, respectively, and a corresponding increase, respectively, to fiduciary and asset management fees.

In a rising rate environment, Wachovia benefits from a widening spread between deposit costs and wholesale funding costs. However, our funds transfer pricing (“FTP”) system, described below, credits this benefit to deposit-providing business units on a lagged basis. The effect of the FTP system results in rising charges to business units for funding to support predominantly floating rate assets. This benefit of higher rates earned on floating-rate assets and lagging rates on longer duration deposits is captured in the central money book in the Parent segment.

In order to remove interest rate risk from each core business segment, the management reporting model employs a FTP system. The FTP system matches the duration of the funding used by each segment to the duration of the assets and liabilities contained in each segment. Matching the duration, or the effective term until an instrument can be repriced, allocates interest income and/or interest expense to each segment so its resulting net interest income is insulated from interest rate risk.

We re-entered the credit card market as a direct issuer beginning in January 2006. This coincided with Wachovia terminating our existing joint marketing agreement with MBNA Corporation as a result of the Bank of America/MBNA merger, which closed on January 1, 2006. Upon consummation of that merger, MBNA paid us a $100 million termination fee, which is recorded in other income in 1Q06. Year-to-date, we have recorded $26 million of costs associated with the credit card business.

On March 1, 2006, we consummated the acquisition of Westcorp and WFS Financial Inc, a California-based auto loan originator business and commercial bank. Financial results for 1Q06 include one-month’s results of the acquired Westcorp entities under the purchase accounting method. The ongoing auto loan origination business activity is included in the Commercial sub-segment of the General Bank segment and the commercial banking business is included in the Retail sub-segment of the General Bank segment.

In 2Q06, we entered into an agreement to sell portions of our HomeEq Servicing business in a transaction expected to close later in 2006. No gain or loss is expected from the transaction.

Furthermore in 2Q06, we announced our intention to acquire Golden West Financial Corporation. This deal is expected to close in the fourth quarter of 2006 pending shareholder and regulatory approval.

In 1Q06, we issued a junior subordinated note and a forward contract for the sale of noncumulative perpetual preferred stock to a trust. The trust then issued $2.5 billion of securities, referred to as WITS (Wachovia Income Trust Securities), to investors. The junior subordinated note qualifies as tier 1 capital and is reflected as long-term debt on the consolidated balance sheet. The offering of the WITS was led by the Corporate and Investment Bank, and the associated fee of $43 million received from the Parent is included in its segment revenue and eliminated in the Parent.

Page - 13

Wachovia 2Q06 Quarterly Earnings Report

SFAS No. 123R, “Share-Based Payments,” requires that compensation costs relating to share-based payment transactions be recognized in income and is effective for share-based awards granted on or after January 1, 2006. We adopted the fair value method of accounting for stock options in 2002. Accordingly, the primary impact to us from implementation of SFAS 123R is the different treatment of awards to retirement-eligible employees, which now must be expensed in full at the date of grant, or from the date of grant to the date that an employee will be retirement-eligible, if that is before the end of the vesting period. In 1Q06, we made our annual Corporate and CIB stock grants and 1Q06 includes $98 million of increased employee stock compensation expense, primarily related to the impact of awards granted to retirement-eligible employees. Capital Management made their annual grant in 2Q06 and Capital Management’s results include $9 million of employee stock compensation expense related to awards granted to retirement-eligible employees.

We adopted SFAS No. 156, “Accounting for Servicing of Financial Assets,” effective January 1, 2006. SFAS 156 requires that all servicing assets and liabilities initially be recognized at fair value, rather than based on an allocated fair value amount. Additionally, SFAS 156 permits entities to choose to recognize individual classes of servicing assets at fair value on an ongoing basis, with subsequent changes in fair value recorded in earnings. We elected to record a class of residential mortgage servicing rights at fair value with the adoption of SFAS 156. Accordingly, we have recorded a $41 million after-tax cumulative effect adjustment to beginning retained earnings, as required by SFAS 156, for the difference between the carrying amount of these servicing rights and their fair value at the date of adoption. At June 30, 2006, the fair value of servicing assets recorded under this election was $306 million. Changes in fair value for these servicing assets were $17 million in the first half of 2006 and are included in other banking fees.

As previously disclosed, the FASB has been discussing several matters relating to leveraged lease accounting and uncertain tax positions. On July 13, 2006, the FASB issued final guidance: FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes,” (FIN 48) and FSP FAS 13-2, “Accounting for a change or Projected Change in the Timing of Cash Flows Relating to Income Taxes Generated by a Leveraged Lease Transaction” (FSP 13-2). FSP 13-2 amends SFAS 13 such that changes that affect the timing of cash flows but not the total net income under a leveraged lease will trigger a recalculation of the lease. FIN 48 clarifies the criteria for recognition of income tax benefits in accordance with SFAS No. 109, “Accounting for Income Taxes.” The effective date for both standards is January 1, 2007, with any cumulative effect of adoption recorded as an adjustment, net of applicable taxes, to beginning retained earnings. We are currently assessing the impact of these two pronouncements. Please see pages 19-20 of Exhibit 19 to Wachovia’s First Quarter 2006 Report on Form 10-Q for a more detailed discussion of these matters.

Page - 14

Wachovia 2Q06 Quarterly Earnings Report

NET INTEREST INCOME

(See Table on Page 4)

Net Interest Income Summary

(In millions)	2006				2005			2Q06 vs 1Q06		2Q06 vs 2Q05
	Second Quarter			First Quarter	Fourth Quarter	Third Quarter	Second Quarter
Average earning assets	$	463,232		442,527	439,204	431,346	422,534	5	%	10
Average interest-bearing liabilities		403,234		384,406	382,974	375,782	367,828	5		10
Interest income (Tax-equivalent)		7,438		6,756	6,542	6,097	5,755	10		29
Interest expense		3,763		3,217	2,967	2,657	2,344	17		61
Net interest income (Tax-equivalent)	$	3,675		3,539	3,575	3,440	3,411	4	%	8
Average rate earned		6.43	%	6.15	5.93	5.63	5.46	—		—
Equivalent rate paid		3.25		2.94	2.68	2.45	2.23	—		—
Net interest margin		3.18	%	3.21	3.25	3.18	3.23	—		—

Net interest income of $3.7 billion grew $136 million, or 4%, reflecting the full quarter effect of Westcorp compared with one month in 1Q06. Otherwise, income from growth in earning assets, including trading assets, securities, and loans, was more than offset by the effect of a flattening yield curve.

Net interest margin of 3.18% decreased 3 bps and 5 bps vs. 2Q05. Linked quarter, the margin benefited 6 bps from the average effect of a $9.3 billion increase in Westcorp loans. This benefit was more than offset by compression related to growth in lower spread earning assets and a modest shift in deposits toward lower spread categories.

Average trading assets increased 7% and decreased 8% from 2Q05. Linked quarter trends were driven by growth in CDO securitization warehouses. Average securities were up 5% linked quarter, reflecting the conversion of $2.5 billion in mortgage loans to securities as well as 1Q06 purchases. Securities were up 8% from 2Q05.

Average loans rose 6% and 23% from 2Q05. Average commercial loans were up $3.9 billion, or 3%, driven by $2.5 billion growth in commercial loans and higher commercial real estate and foreign loans. Commercial loans grew 12% from 2Q05. Average consumer loans increased $10.8 billion, or 9%, driven by a $9.3 billion increase in loans from a full quarter of Westcorp as well as growth in home equity loans. Loan growth was partly offset by the sale of $4.9 billion of loans primarily made up of residential mortgages and student loans. Excluding Westcorp, consumer loans grew 1%. Consumer loans increased 39% from 2Q05, driven by the addition of Westcorp and the 4Q05 transfer of $12.5 billion of home equity lines from loans held for sale. Average loans held for sale increased $1.0 billion, or 13%, primarily the result of residential mortgage warehouse activity and an increase in other consumer loans held for sale. In 2Q06 we sold $5.5 billion of commercial loans held for sale, of which $5.4 billion were commercial mortgages, and $7.9 billion of consumer loans held for sale, of which $6.9 billion were wholesale mortgages including those originated by AmNet. Loans held for sale were down 34% from 2Q05 reflecting the 4Q05 transfer of $12.5 billion of home equity lines. In 2Q06 we originated $10.5 billion of mortgages and delivered $7.0 billion to agencies/privates.

Average other earning assets declined 11% on lower reverse repos as a result of balance sheet optimization following the Westcorp merger.

Total average earning assets grew $20.7 billion, or 5%, from 1Q06 and grew $40.7 billion, or 10%, from 2Q05.

Average core deposits increased $1.4 billion, as growth in CDs and DDAs was offset by lower brokerage money market deposits. Westcorp added average core deposits of $1.5 billion. Core deposits rose $16.3 billion, or 6%, from 2Q05 on growth in CDs, money market accounts and DDAs. Average short-term borrowings declined $945 million, or 1%, linked quarter and $15.6 billion, or 18%, from 2Q05 which was driven by the 4Q05 deconsolidation of our conduits.

Average long-term debt increased $15.7 billion, or 28%, primarily reflecting the 1Q06 addition of Westcorp and a full quarter of the WITS securities issued in 1Q06.

Page - 15

Wachovia 2Q06 Quarterly Earnings Report

The following tables provide additional detail on our consumer loans.

Average Consumer Loans - Total Corporation

(In millions)	2006			2005			2Q06 vs 1Q06		2Q06 vs 2Q05
	Second Quarter		First Quarter	Fourth Quarter	Third Quarter	Second Quarter
Mortgage	$	34,143	34,897	34,699	33,433	30,879	(2	)%	11
Home equity loans		37,516	35,319	31,988	29,234	27,971	6		34
Home equity lines		25,718	25,866	14,297	15,421	15,949	(1	)	61
Student		10,842	10,589	11,235	11,267	10,995	2		(1	)
Auto and other vehicle		17,867	8,731	4,256	4,267	4,154	—		—
Revolving		1,737	1,684	1,704	1,710	1,708	3		2
Other consumer loans		1,101	1,019	942	991	1,030	8		7
Total consumer loans	$	128,924	118,105	99,121	96,323	92,686	9	%	39

Period-End On-Balance Sheet Consumer Loans

In Loans, Securities and Loans Held for Sale

(In millions)	2006			2005			2Q06 vs 1Q06		2Q06 vs 2Q05
	Second Quarter		First Quarter	Fourth Quarter	Third Quarter	Second Quarter
On-balance sheet loan portfolio	$	128,067	129,642	111,421	98,331	93,824	(1	)%	36
Securitized loans included in securities		7,111	4,873	5,075	4,364	4,589	46		55
Loans held for sale		4,148	4,271	2,545	13,999	12,748	(3	)	(67	)
Total consumer loan assets	$	139,326	138,786	119,041	116,694	111,161	—	%	25

We hold consumer loans on our balance sheet in our consumer loan portfolio, in securitized form in our securities portfolio and in loans held for sale. On-balance sheet total period-end consumer loan assets of $139.3 billion were flat and rose 25% from 2Q05 reflecting the addition of Westcorp as well as growth largely in real estate-secured loans.

We originated $10.5 billion of mortgages in 2Q06 and $34.8 billion since 2Q05 including AmNet originations. We delivered $7.0 billion of mortgages to agencies/privates in 2Q06 and $20.7 billion since 2Q05. Residential loans serviced, including loans we originated, totaled $43.8 billion at quarter-end 2Q06 vs. $41 billion in the prior quarter and $25.9 billion at quarter-end 2Q05.

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

Period-End Balance Sheet Data

(In millions)	2006					2005				2Q06 vs 1Q06		2Q06 vs 2Q05
	Second Quarter			First Quarter		Fourth Quarter		Third Quarter	Second Quarter
Commercial loans, net	$	154,277		150,902		147,165		141,063	136,115	2	%	13
Consumer loans, net		128,639		130,030		111,850		98,670	94,172	(1	)	37
Loans, net		282,916		280,932		259,015		239,733	230,287	1		23
Goodwill and other intangible assets
Goodwill		23,550		23,443		21,807		21,857	21,861	—		8
Deposit base		631		691		705		779	861	(9	)	(27	)
Customer relationships		714		742		413		416	427	(4	)	67
Tradename		90		90		90		90	90	—		—
Total assets		553,614		541,842		520,755		532,381	511,840	2		8
Core deposits		292,243		296,092		293,562		287,732	275,281	(1	)	6
Total deposits		327,614		328,564		324,894		320,439	299,910	—		9
Long-term debt		74,627		70,218		48,971		45,846	49,006	6		52
Stockholders' equity	$	48,872		49,789		47,561		46,757	47,904	(2	)%	2
Memoranda
Unrealized gains (losses) (Before income taxes)
Securities, net	$	(3,315	)	(1,785	)	(515	)	121	1,491
Risk management derivative financial instruments, net		(797	)	(480	)	111		372	934
Unrealized gains (losses), net (Before income taxes)	$	(4,112	)	(2,265	)	(404	)	493	2,425

Unrealized net securities losses were $3.3 billion, compared with losses of $1.8 billion in 1Q06 due primarily to the effect of higher rates.

Page - 16

Wachovia 2Q06 Quarterly Earnings Report

FEE AND OTHER INCOME

(See Table on Page 5)

Fee and other income of $3.6 billion increased $66 million, or 2%, from 1Q06, and increased 20% from 2Q05. Stronger principal investing results, improvement in securities gains/losses and higher service charges drove results which more than offset a $133 million decrease relating to the 1Q06 MBNA fee and Archipelago/NYSE merger as well as lower trading profits. Fees represented 49% of total revenue in 2Q06 and 50% in 1Q06.

Service charges were up 8% linked quarter, and 18% from 2Q05, to a record $622 million driven by the continued effects of the introduction of tiered fees and higher transaction activity. Consumer service charges were up 15% linked quarter while commercial service charges were flat from a seasonally high first quarter.

Other banking fees of a record $449 million were up 5% driven by strength in interchange income on higher activity as well as growth in mortgage banking fees. Other banking fees increased 26% from 2Q05 due to growth in interchange income on increased volumes and higher rates, and higher commercial asset servicing income.

Commissions of $588 million decreased 6%, as 1% growth in insurance was more than offset by a 7% decrease in brokerage commissions reflecting continued customer migration to managed accounts and lower retail transaction activity. Commissions increased 1% from 2Q05 on higher insurance commissions largely relating to the Palmer & Cay acquisition which more than offset a 2% decline in retail brokerage commissions as customers migrated to brokerage managed account relationships.

Fiduciary and asset management fees grew 6% to a record $808 million driven by strength in brokerage managed account assets and the effect of acquisitions. Those factors also drove growth of 8% vs. 2Q05, somewhat offset by a $45 million decrease relating to the 4Q05 sale of Corporate and Institutional Trust businesses.

Advisory, underwriting and other investment banking fees of $318 million increased 5% driven by growth in M&A and structured products as well as continued strong results in loan syndications. Results were up 24% from 2Q05 driven by strength in structured products, loan syndications, and investment grade.

Trading account profits of $164 million decreased $55 million from record 1Q06 results as strength in global rate products was more than offset by decreases in equities and credit products. Trading account profits were up $115 million from 2Q05 driven by strength in global rate products.

Principal investing recorded net gains of $189 million driven largely by a $116 million unrealized gain. Net gains were up $148 million vs. 2Q05.

Securities gains were $25 million in 2Q06 vs. losses of $48 million in 1Q06. These results reflect $13 million of net gains in the securities portfolio and $12 million in net gains in the Corporate and Investment Bank. Impairment losses were $18 million in the quarter. 1Q06 results included $11 million in impairment losses. Securities gains in 2Q05 were $136 million and included $49 million in impairment losses.

Other income of $420 million decreased $135 million from 1Q06 which included a $100 million fee relating to the Bank of America/MBNA merger and a $33 million gain from the Archipelago/NYSE merger. 2Q06 results included $48 million of gains relating to commercial mortgage securitization activity vs. $53 million in 1Q06. Prior to 1Q06 commercial mortgage securitization activity was reflected in trading results. Mortgage and other consumer loan sale and securitization income of $65 million was up from $47 million in 1Q06. Results included $25 million of revenue in both 2Q06 and 1Q06 associated with continued account servicing of the Corporate and Institutional Trust businesses divested in 4Q05. Affordable housing write-downs were $1 million vs. $13 million in 1Q06. Other income increased $140 million vs. 2Q05 driven by the inclusion of commercial mortgage securitization activity and the CIT servicing fees.

Page - 17

Wachovia 2Q06 Quarterly Earnings Report

NONINTEREST EXPENSE

(See Table on Page 6)

Total noninterest expense increased 1%, as reduced salaries and benefits expense were more than offset by higher sundry, equipment, occupancy and professional and consulting fees. 2Q06 expenses included the full-quarter effect of the Westcorp merger. Results also included $30 million of efficiency initiative costs, $15 million of de novo expansion costs and $12 million of expense relating to our credit card business, as 1Q06 included $98 million of salaries and benefits expense relating to the implementation of SFAS 123R, primarily including retirement-eligible employee stock compensation and $14 million related to credit card costs. Excluding the effect of merger-related and restructuring expenses and other intangible amortization, expenses were up 1%. Total noninterest expense increased 12% vs. 2Q05 driven largely by higher salaries and benefits, the effect of Westcorp, and sundry expense.

Salaries and employee benefits expense decreased 2% linked quarter. The decrease was driven by $89 million in lower SFAS 123R costs and lower other incentive expense somewhat offset by higher salaries and other benefits costs including the full-quarter effect of Westcorp. Salaries and employee benefits expense increased 14% vs. 2Q05. Occupancy and equipment expense increased largely reflecting the addition of Westcorp as well as $26 million in costs associated with efficiency-related branch closings and de novo activity vs. $14 million in 1Q06. Professional and consulting fees rose 10%, or $17 million, reflecting higher legal expenses and higher project activity including costs from our efficiency initiatives. Sundry expense increased $49 million and included higher loan costs including the impact of Westcorp, increased travel and human resources outsourcing costs associated with our efficiency initiative. Other intangible amortization of $98 million included $61 million in deposit base intangible amortization and $37 million in other intangible amortization. The addition of Westcorp in the quarter added $21 million in other intangible amortization expense.

CONSOLIDATED RESULTS - SEGMENT SUMMARY

Wachovia Corporation Performance Summary

(Dollars in millions)	Three Months Ended June 30, 2006
	General Bank			Capital Management	Wealth Management	Corporate and Investment Bank	Parent		Merger-Related and Restructuring Expenses		Total Corporation
Income statement data
Total revenue (Tax-equivalent)	$	3,707		1,419	347	1,674	111		—		7,258
Noninterest expense		1,756		1,111	252	879	239		24		4,261
Minority interest		—		—	—	—	89		1		90
Segment earnings (loss)	$	1,177		195	59	522	(53	)	(15	)	1,885
Performance and other data
Economic profit	$	901		154	43	299	(79	)	—		1,318
Risk adjusted return on capital (RAROC)		54.26	%	51.31	43.20	29.90	0.17		—		37.97
Economic capital, average	$	8,353		1,526	528	6,351	2,853		—		19,611
Cash overhead efficiency ratio (Tax-equivalent)		47.40	%	78.33	72.60	52.53	124.03		—		57.03
FTE employees		45,406		17,212	4,732	5,889	24,077		—		97,316
Business mix/Economic capital
Based on total revenue		51.07	%	19.55	4.78	23.06
Based on segment earnings		61.95		10.26	3.11	27.47
Average economic capital change (2Q06 vs.2Q05)		20	%	6	8	17

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Wachovia 2Q06 Quarterly Earnings Report

GENERAL BANK

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

(See Table on Page 7)

RETAIL AND SMALL BUSINESS

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

Retail and Small Business Performance Summary

	2006				2005			2Q06 vs 1Q06		2Q06 vs 2Q05
(In millions)	Second Quarter			First Quarter	Fourth Quarter	Third Quarter	Second Quarter
Income statement data
Net interest income (Tax-equivalent)	$	1,730		1,696	1,678	1,627	1,605	2	%	8
Fee and other income		741		758	643	652	583	(2	)	27
Intersegment revenue		17		14	15	14	16	21		6
Total revenue (Tax-equivalent)		2,488		2,468	2,336	2,293	2,204	1		13
Provision for credit losses		38		40	54	55	57	(5	)	(33	)
Noninterest expense		1,360		1,313	1,341	1,262	1,216	4		12
Income taxes (Tax-equivalent)		398		406	346	358	343	(2	)	16
Segment earnings	$	692		709	595	618	588	(2	)%	18
Performance and other data
Economic profit	$	597		620	507	531	503	(4	)%	19
Risk adjusted return on capital (RAROC)		81.19	%	85.11	70.22	73.41	71.12	—		—
Economic capital, average	$	3,413		3,388	3,394	3,379	3,352	1		2
Cash overhead efficiency ratio (Tax-equivalent)		54.70	%	53.16	57.46	55.02	55.19	—		—
Average loans, net	$	91,233		89,218	86,908	84,458	83,294	2		10
Average core deposits	$	172,934		168,696	165,156	162,326	159,759	3	%	8

Net interest income grew 2% linked quarter on continued solid deposit and loan growth. Core deposit growth of 3% was driven by increases in CDs and interest checking as well as an incremental $1.1 billion in average deposits from Westcorp. Average loans increased 2% and reflected a continued shift from variable rate to fixed rate loans. Net interest income rose 8% from 2Q05 on loan and deposit growth of 10% and 8%, respectively.

Fee and other income decreased 2% from 1Q06 results that included a $100 million fee relating to the Bank of America/MBNA merger. Excluding the $100 million MBNA fee in 1Q06, fee and other income rose 13% on strong consumer service charges, interchange income and mortgage banking fee growth. Fee and other income rose 27% from 2Q05 on growth in consumer service charges and interchange income. Strength in consumer service charges was driven by the introduction of tiered pricing in 1Q06 as well as higher daily transactional activity.

Mortgage-related fee and other income of $82 million increased 15% linked quarter and grew 77% from 2Q05. Net gains on mortgage deliveries and servicing sales were $28 million compared with $22 million in 1Q06. 2Q06 results also included a $9 million fair value adjustment on the servicing rights portfolio vs. $8 million in 1Q06. The consumer mortgage servicing portfolio totaled $44 billion at quarter-end.

Noninterest expense increased 4% on higher salaries expense, higher revenue-based incentive compensation, annual merit increases and increases in volume-based expenses, as well as $26 million in de novo branch expansion and branch consolidations and $12 million in costs relating to the credit card business. 1Q06 results included $34 million relating to employee stock compensation expense, $14 million relating to credit card and $14 million in de novo branch expansion and branch consolidations. Expenses rose 12% from 2Q05 largely reflecting de novo branch expansion and branch consolidations, credit card and higher revenue-based incentive compensation costs.

Page - 19

Wachovia 2Q06 Quarterly Earnings Report

GENERAL BANK - RETAIL AND SMALL BUSINESS LOAN PRODUCTION

Retail and Small Business

	2006			2005			2Q06 vs 1Q06		2Q06 vs 2Q05
(In millions)	Second Quarter		First Quarter	Fourth Quarter	Third Quarter	Second Quarter
Loan production
Mortgage	$	7,005	6,190	6,358	7,501	5,890	13	%	19
Home equity		8,860	8,376	8,755	9,053	8,420	6		5
Student		825	1,219	985	1,334	681	(32	)	21
Installment		195	167	168	187	176	17		11
Other retail and small business		1,486	1,167	1,154	1,109	1,008	27		47
Total loan production	$	18,371	17,119	17,420	19,184	16,175	7	%	14

Loan production increased 7% linked quarter to $18.4 billion on strength in real estate-secured activity driven by mortgage loan originations growth of 28% from Wachovia Mortgage Corp. Loan production increased 14% from 2Q05 as mortgage loan originations increased 6% from Wachovia Mortgage Corp. 2Q06 mortgage loan applications increased 6% from 1Q06 and declined 4% from 2Q05 partially reflecting our mortgage expansion strategy.

WACHOVIA.COM

Wachovia.com

	2006			2005			2Q06 vs 1Q06		2Q06 vs 2Q05
(In thousands)	Second Quarter		First Quarter	Fourth Quarter	Third Quarter	Second Quarter
Online product and service enrollments
Retail		10,320	10,210	9,973	9,375	8,831	1	%	17
Wholesale		649	591	575	541	513	10		27
Total online product and service enrollments		10,969	10,801	10,548	9,916	9,344	2		17
Enrollments per quarter		669	697	577	614	507	(4	)	32
Dollar value of transactions (In billions)	$	33.4	30.8	27.3	28.8	25.3	8	%	32

WACHOVIA CONTACT CENTER

Wachovia Contact Center Metrics

	2006			2005			2Q06 vs 1Q06		2Q06 vs 2Q05
(In millions)	Second Quarter		First Quarter	Fourth Quarter	Third Quarter	Second Quarter
Customer calls to
Person	11.8		11.5	10.9	10.7	10.4	3	%	13
Voice response unit	52.4		50.1	48.4	48.7	47.8	5		10
Total calls	64.2		61.6	59.3	59.4	58.2	4		10
% of calls handled in 30 seconds or less (Target 70%)	71	%	60	66	53	65	—	%	—

Page - 20

Wachovia 2Q06 Quarterly Earnings Report

COMMERCIAL

This sub-segment includes Business Banking, Middle-Market Commercial, Commercial Real Estate and Government Banking.

Commercial Performance Summary

(In millions)	2006				2005			2Q06 vs 1Q06		2Q06 vs 2Q05
	Second Quarter			First Quarter	Fourth Quarter	Third Quarter	Second Quarter
Income statement data
Net interest income (Tax-equivalent)	$	1,068		874	821	782	774	22	%	38
Fee and other income		117		114	103	108	105	3		11
Intersegment revenue		34		31	43	41	33	10		3
Total revenue (Tax-equivalent)		1,219		1,019	967	931	912	20		34
Provision for credit losses		57		22	21	22	11	—		—
Noninterest expense		396		358	327	320	296	11		34
Income taxes (Tax-equivalent)		281		233	227	216	222	21		27
Segment earnings	$	485		406	392	373	383	19	%	27
Performance and other data
Economic profit	$	304		250	252	234	239	22	%	27
Risk adjusted return on capital (RAROC)		35.65	%	36.18	38.06	36.21	37.42	—		—
Economic capital, average	$	4,940		4,033	3,700	3,676	3,635	22		36
Cash overhead efficiency ratio (Tax-equivalent)		32.51	%	35.16	33.77	34.36	32.51	—		—
Average loans, net	$	101,267		89,107	82,039	79,419	78,608	14		29
Average core deposits	$	46,544		47,490	48,066	46,174	46,023	(2	)%	1

Net interest income was up 22% linked quarter including an incremental $172 million relating to Westcorp, and grew 2% otherwise. Loans increased 14%, or $12.2 billion, driven by an incremental $9.3 billion in Westcorp loans and strong commercial real estate and dealer financial services growth. Core deposits decreased 2% despite the incremental addition of $424 million in average deposits due to Westcorp as commercial customers continue to pursue off-balance sheet options with Wachovia. Net interest income rose 38% from 2Q05, and loans and deposits rose 29% and 1%, respectively.

Fee and other income increased 3% on growth in insurance commissions due to Westcorp and other banking fees, which were coupled with stable commercial service charges. Westcorp contributed an incremental $4 million in fees to results. Fee and other income increased 11% from 2Q05 driven by the addition of Westcorp as well as higher commercial service charges.

Noninterest expense rose 11% driven by an incremental $46 million of expenses relating to the Westcorp merger, higher production-related sundry expense and higher personnel expenses on annual merit increases somewhat offset by $15 million lower employee stock compensation expense. Noninterest expense rose 34% vs. 2Q05 due to an incremental $70 million related to Westcorp as well as higher personnel expenses driven by the hiring of additional business bankers.

Page - 21

Wachovia 2Q06 Quarterly Earnings Report

CAPITAL MANAGEMENT

This segment includes Retail Brokerage Services and Asset Management.

(See Table on Page 8)

RETAIL BROKERAGE SERVICES

This sub-segment consists of the retail brokerage, and annuity and reinsurance businesses.

Retail Brokerage Services Performance Summary

(In millions)	2006					2005						2Q06 vs 1Q06		2Q06 vs 2Q05
	Second Quarter			First Quarter		Fourth Quarter		Third Quarter		Second Quarter
Income statement data
Net interest income (Tax-equivalent)	$	205		196		175		157		144		5	%	42
Fee and other income		994		1,013		953		937		925		(2	)	7
Intersegment revenue		(10	)	(11	)	(9	)	(11	)	(11	)	9		9
Total revenue (Tax-equivalent)		1,189		1,198		1,119		1,083		1,058		(1	)	12
Provision for credit losses		—		—		—		—		—		—		—
Noninterest expense		926		953		905		885		874		(3	)	6
Income taxes (Tax-equivalent)		96		89		79		73		66		8		45
Segment earnings	$	167		156		135		125		118		7	%	42
Performance and other data
Economic profit	$	132		119		101		90		84		11	%	57
Risk adjusted return on capital (RAROC)		51.48	%	47.08		42.36		39.85		38.16		—		—
Economic capital, average	$	1,301		1,338		1,272		1,241		1,237		(3	)	5
Cash overhead efficiency ratio (Tax-equivalent)		77.90	%	79.58		80.82		81.81		82.44		—		—
Average loans, net	$	603		434		375		354		334		39		81
Average core deposits	$	26,975		28,413		28,108		28,307		29,040		(5	)%	(7	)

Net interest income of $205 million increased 5% and 42% from 2Q05, as wider deposit spreads more than offset lower average core deposits, down 5% from 1Q06 and 7% from 2Q05.

Fee and other income of $994 million decreased 2% and increased 7% from 2Q05. Linked quarter growth in managed account fees was offset by lower retail transactional activity and lower valuations on investments used to fund deferred compensation plans, which were essentially offset by related expenses. The increase from 2Q05 was primarily due to growth in managed account fees. Managed account assets of $122 billion grew 2% linked quarter and 35% from 2Q05.

Noninterest expense decreased 3% and increased 6% from 2Q05. The decline from 1Q06 was due to lower deferred compensation expense as well as lower litigation costs. The increase from 2Q05 was from increased production-based commissions and $5 million in employee stock compensation.

Retail Brokerage Transaction

The Retail Brokerage Services sub-segment results shown in the above table include 100% of the results of the Wachovia Securities retail brokerage transaction, which is the combination of Wachovia’s and Prudential Financial’s retail brokerage operations. The entity is a consolidated subsidiary of Wachovia Corporation for GAAP purposes. Wachovia Corporation owns 62% of Wachovia Securities retail brokerage and Prudential Financial, Inc. owns 38%. Prudential Financial’s minority interest is included in minority interest reported in the Parent (see page 28) and in Wachovia Corporation’s consolidated statements of income on a GAAP basis, which differs from our segment reporting as noted on pages 2 and 13. For the three months ended June 30, 2006, Prudential Financial’s pre-tax minority interest on a GAAP basis was $67 million.

The Retail Brokerage Services sub-segment results reported in the above table also include our Insurance Services business, as well as additional corporate allocations that are not included in the Wachovia Securities Financial Holdings results.

Page - 22

Wachovia 2Q06 Quarterly Earnings Report

ASSET MANAGEMENT

This sub-segment consists of the mutual fund business and customized investment advisory services, including retirement services.

Asset Management Performance Summary

(In millions)	2006				2005				2Q06 vs 1Q06		2Q06 vs 2Q05
	Second Quarter			First Quarter	Fourth Quarter	Third Quarter	Second Quarter
Income statement data
Net interest income (Tax-equivalent)	$	2		2	3	2	2		—	%	—
Fee and other income		231		217	216	211	214		6		8
Intersegment revenue		(1	)	—	—	—	(1	)	—		—
Total revenue (Tax-equivalent)		232		219	219	213	215		6		8
Provision for credit losses		—		—	—	—	—		—		—
Noninterest expense		190		180	200	179	173		6		10
Income taxes (Tax-equivalent)		15		14	8	13	15		7		—
Segment earnings	$	27		25	11	21	27		8	%	—
Performance and other data
Economic profit	$	21		19	4	16	22		11	%	(5	)
Risk adjusted return on capital (RAROC)		48.15	%	46.78	19.04	42.07	53.64		—		—
Economic capital, average	$	225		218	225	203	202		3		11
Cash overhead efficiency ratio (Tax-equivalent)		81.65	%	81.96	92.18	84.05	80.24		—		—
Average loans, net	$	13		28	13	18	10		(54	)	30
Average core deposits	$	245		258	220	214	195		(5	)%	26

Fee and other income of $231 million was up 6% and 8% from 2Q05. The linked quarter increase was primarily due to the Ameriprise Financial’s 401(k) record-keeping business and the Metropolitan West Capital Management transactions, both of which closed in June, as well as a contingent payment received from a previous divestiture. Growth from 2Q05 was driven by the two June acquisitions and 5% growth in assets under management.

Noninterest expense of $190 million increased 6%, and 10% from 2Q05, driven by the effect of the aforementioned June transactions. Growth from 2Q05 also reflected $4 million higher expenses related to employee stock compensation.

Total Assets Under Management (AUM)

(In billions)	2006								2005												2Q06 vs 1Q06		2Q06 vs 2Q05
	Second Quarter				First Quarter				Fourth Quarter				Third Quarter				Second Quarter
	Amount		Mix		Amount		Mix		Amount		Mix		Amount		Mix		Amount		Mix
Equity	$	91	38	%	$	87	37	%	$	82	35	%	$	82	35	%	$	79	35	%	4	%	15
Fixed income		101	43			106	44			105	46			107	46			104	46		(4	)	(2	)
Money market		45	19			45	19			43	19			44	19			42	19		—		6
Total assets under management (a)	$	237	100	%	$	238	100	%	$	230	100	%	$	233	100	%	$	225	100	%	—		5
Securities lending		61	—			61	—			57	—			49	—			48	—		—		27
Total assets under management and securities lending	$	298	—		$	299	—		$	287	—		$	282	—		$	273	—		—	%	9

^(a) Includes $68 billion in assets managed for Wealth Management, which are also reported in that segment.

Mutual Funds (AUM)

	2006								2005												2Q06 vs 1Q06		2Q06 vs 2Q05
	Second Quarter				First Quarter				Fourth Quarter				Third Quarter				Second Quarter
(In billions)	Amount		Fund Mix		Amount		Fund Mix		Amount		Fund Mix		Amount		Fund Mix		Amount		Fund Mix
Equity	$	32	34	%	$	34	36	%	$	32	35	%	$	31	34	%	$	30	34	%	(6	)%	7
Fixed income		23	25			23	24			23	25			24	27			24	27		—		(4	)
Money market		38	41			38	40			37	40			35	39			35	39		—		9
Total mutual fund assets	$	93	100	%	$	95	100	%	$	92	100	%	$	90	100	%	$	89	100	%	(2	)%	4

Total assets under management were down $1 billion from 1Q06 and increased $12 billion, or 5%, from 2Q05. Linked quarter, a $5.5 billion increase from the Metropolitan West acquisition was offset by lower equity asset valuations and seasonal outflows in institutional fixed income assets. Growth from 2Q05 was primarily due to the Metropolitan West acquisition as well as higher equity asset valuations. Note that AUM exclude Corporate and Institutional Trust assets related to the businesses divested in 4Q05, which continue to be managed by Capital Management.

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 2Q06, brokerage revenue and expense eliminations were a reduction of $2 million and $5 million, respectively.

Page - 23

Wachovia 2Q06 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

	2006				2005			2Q06 vs 1Q06		2Q06 vs 2Q05
(Dollars in millions)	Second Quarter			First Quarter	Fourth Quarter	Third Quarter	Second Quarter
Income statement data
Net interest income (Tax-equivalent)	$	149		150	153	147	142	(1	)%	5
Fee and other income		197		191	192	197	187	3		5
Intersegment revenue		1		1	2	1	1	—		—
Total revenue (Tax-equivalent)		347		342	347	345	330	1		5
Provision for credit losses		2		—	1	6	—	—		—
Noninterest expense		252		251	257	241	227	—		11
Income taxes (Tax-equivalent)		34		33	32	36	38	3		(11	)
Segment earnings	$	59		58	57	62	65	2	%	(9	)
Performance and other data
Economic profit	$	43		40	40	48	48	8	%	(10	)
Risk adjusted return on capital (RAROC)		43.20	%	42.67	42.06	48.32	50.73	—		—
Economic capital, average	$	528		517	510	505	490	2		8
Cash overhead efficiency ratio (Tax-equivalent)		72.60	%	73.32	73.86	70.14	68.73	—		—
Lending commitments	$	6,285		6,229	5,840	5,574	5,154	1		22
Average loans, net		15,987		15,570	14,889	14,201	13,621	3		17
Average core deposits	$	14,251		14,747	14,291	13,391	13,188	(3	)	8
FTE employees		4,732		4,771	4,808	4,816	4,849	(1	)%	(2	)

Net interest income of $149 million decreased 1%, due primarily to a 3% decline in deposits as some money market balances moved off-balance sheet. Loan growth remained solid, up 3%. Net interest income rose 5% from 2Q05 on loan growth of 17% and core deposit growth of 8%.

Fee and other income of $197 million increased 3%, primarily related to stronger insurance commissions and growth in trust and investment management sales. Fees rose 5% from a strong 2Q05, with comparisons benefited by an extra month of Palmer & Cay, acquired in May 2005.

Noninterest expense was flat and reflects incremental costs associated with our new Advantage investment platform, which we recently began introducing to clients, as well as $4 million of severance related to efficiency initiatives. 1Q06 results included employee stock compensation expense of $10 million. Expenses rose 11% from 2Q05, primarily related to Palmer & Cay and the new investment platform.

Wealth Management Key Metrics

	2006			2005			2Q06 vs 1Q06		2Q06 vs 2Q05
(Dollars in millions)	Second Quarter		First Quarter	Fourth Quarter	Third Quarter	Second Quarter
Investment assets under administration	$	135,817	134,293	130,418	123,820	122,488	1	%	11
Assets under management (a)	$	68,341	68,349	65,572	65,642	64,907	—		5
Client relationships		39,044	40,540	39,827	40,751	47,532	(4	)	(18	)
Wealth Management advisors		991	973	978	971	962	2	%	3

^(a) These assets are managed by and reported in Capital Management. Client relationships have been restated for prior periods due to a change in reporting methodology.

Total assets under management were flat linked quarter and grew 5% vs. 2Q05, in line with overall market performance. Client relationships decreased 4% to 39,000, reflecting continued transfers, primarily to the General Bank.

Page - 24

Wachovia 2Q06 Quarterly Earnings Report

CORPORATE AND INVESTMENT BANK

This segment includes Corporate Lending, Investment Banking, and Treasury and International Trade Finance.

(See Table on Page 10)

CORPORATE LENDING

This sub-segment includes Large Corporate Lending, and Leasing.

Corporate Lending Performance Summary

	2006				2005						2Q06 vs 1Q06		2Q06 vs 2Q05
(In millions)	Second Quarter			First Quarter	Fourth Quarter		Third Quarter		Second Quarter
Income statement data
Net interest income (Tax-equivalent)	$	205		198	211		215		217		4	%	(6	)
Fee and other income		113		161	108		111		102		(30	)	11
Intersegment revenue		7		7	7		6		5		—		40
Total revenue (Tax-equivalent)		325		366	326		332		324		(11	)	—
Provision for credit losses		(33	)	1	(25	)	(3	)	(9	)	—		—
Noninterest expense		109		108	96		115		105		1		4
Income taxes (Tax-equivalent)		94		97	97		84		88		(3	)	7
Segment earnings	$	155		160	158		136		140		(3	)%	11
Performance and other data
Economic profit	$	15		53	36		29		33		(72	)%	(55	)
Risk adjusted return on capital (RAROC)		12.70	%	17.58	15.66		14.65		15.49		—		—
Economic capital, average	$	3,587		3,263	3,099		3,110		2,993		10		20
Cash overhead efficiency ratio (Tax-equivalent)		33.64	%	29.36	29.54		34.48		32.48		—		—
Average loans, net	$	31,350		30,755	30,373		29,420		28,873		2		9
Average core deposits	$	137		158	233		360		422		(13	)%	(68	)
Corporate Lending Loans Outstanding
	2006				2005						2Q06 vs 1Q06		2Q06 vs 2Q05
(In millions)	Second Quarter			First Quarter	Fourth Quarter		Third Quarter		Second Quarter
Large corporate loans	$	16,519		16,150	15,424		14,643		13,604		2	%	21
Capital finance		14,831		14,605	14,949		14,777		15,269		2		(3	)
Total loans outstanding	$	31,350		30,755	30,373		29,420		28,873		2	%	9

Net interest income increased 4% on 2% loan growth in both large corporate and capital finance lending coupled with recoveries on loans previously charged-off. Net interest income declined 6% compared with 2Q05, as loan growth of 9% was more than offset by runoff in higher-spread leasing assets and spread compression.

Fee and other income declined $48 million. Results in 2Q06 included $10 million in securities gains and $2 million in gains on loans sold and held for sale, compared with prior quarter results which included $16 million in gains on securities, $10 million in gains on loans sold and held for sale, and strong leasing income. Fee and other income grew 11% vs. 2Q05, driven by an increase in leasing income and an $8 million increase in net securities gains, partially offset by a $7 million decrease in gains on loans sold and held for sale.

Noninterest expense increased 1% from 1Q06, which included $5 million related to increased employee stock compensation expense. Expenses increased 4% from 2Q05.

Page - 25

Wachovia 2Q06 Quarterly Earnings Report

INVESTMENT BANKING

This sub-segment includes Equity Capital Markets, M&A, Equity-Linked Products, Fixed Income Division, Loan Syndications and Principal Investing.

Investment Banking Performance Summary

	2006					2005						2Q06 vs 1Q06		2Q06 vs 2Q05
(In millions)	Second Quarter			First Quarter		Fourth Quarter		Third Quarter		Second Quarter
Income statement data
Net interest income (Tax-equivalent)	$	203		215		284		228		216		(6	)%	(6	)
Fee and other income		902		889		609		730		510		1		77
Intersegment revenue		(17	)	(14	)	(28	)	(21	)	(17	)	(21	)	—
Total revenue (Tax-equivalent)		1,088		1,090		865		937		709		—		53
Provision for credit losses		—		—		—		—		1		—		—
Noninterest expense		593		607		520		525		437		(2	)	36
Income taxes (Tax-equivalent)		182		176		126		151		98		3		86
Segment earnings	$	313		307		219		261		173		2	%	81
Performance and other data
Economic profit	$	242		241		156		195		111		—	%	—
Risk adjusted return on capital (RAROC)		50.93	%	54.29		39.83		46.66		32.07		—		—
Economic capital, average	$	2,431		2,254		2,145		2,180		2,104		8		16
Cash overhead efficiency ratio (Tax-equivalent)		54.50	%	55.75		59.98		56.14		61.55		—		—
Average loans, net	$	5,160		5,035		4,833		3,764		3,701		2		39
Average core deposits	$	9,232		8,958		9,153		8,828		7,634		3	%	21

Net interest income declined 6% from 1Q06 and 2Q05, as lower principal investing dividends and lower income on municipal assets were partially offset by higher dividend income in equities trading and larger structured products warehouse balances.

Fee and other income increased $13 million, or 1%, driven by higher principal investing gains, structured products fees, mortgage banking income, and M&A. This growth was partially offset by lower trading account profits and equities fees, as well as the 1Q06 effects of the Wachovia WITS issuance of $43 million (eliminated in the Parent) and Archipelago/NYSE merger gain of $33 million. Net principal investing gains were $189 million vs. $103 million in 1Q06, including a $116 million unrealized gain. Advisory and underwriting revenue was down $28 million from strong 1Q06 levels, reflecting the 1Q06 WITS issuance and lower equities fees which offset growth in M&A and structured products. Loan syndications fees remained consistent with record 1Q06 results. Trading account profits of $156 million were down $52 million from record 1Q06 levels on strength in global rate products, particularly municipals, and structured products, more than offset by lower equities results vs. a strong 1Q06. Other banking income increased $22 million, driven by AmNet, while other income was down $12 million, driven by the 1Q06 NYSE gain of $33 million. Fee and other income increased $392 million, or 77%, from 2Q05 driven by higher principal investing gains, trading account profits, advisory and underwriting fees, and mortgage banking, partially offset by $38 million lower net securities gains. Investment Banking total trading revenue was $287 million, down $81 million from 1Q06 and up $77 million from 2Q05.

Noninterest expense declined 2% from 1Q06, which included $15 million higher employee stock compensation expense. Expenses rose 36% from 2Q05 on higher variable compensation and 2005 strategic hiring.

Investment Banking

	2006			2005				2Q06 vs 1Q06		2Q06 vs 2Q05
(In millions)	Second Quarter		First Quarter	Fourth Quarter		Third Quarter	Second Quarter
Total revenue
Fixed income global rate products	$	188	179	128		125	126	5	%	49
Fixed income credit products (Excluding loan portfolio)		138	195	79		113	81	(29	)	70
Fixed income structured products/other		489	401	399		396	366	22		34
Total fixed income		815	775	606		634	573	5		42
Principal investing		180	124	148		161	38	45		—
Total equities/M&A/other		93	191	111		142	98	(51	)	(5	)
Total revenue		1,088	1,090	865		937	709	0		53
Trading-related revenue
Net interest income (Tax-equivalent)		61	56	126		107	92	9		(34	)
Trading account profits (losses)		156	208	(51	)	135	44	(25	)	—
Other fee income		70	104	88		67	74	(33	)	(5	)
Total net trading-related revenue (Tax-equivalent)		287	368	163		309	210	(22	)	37
Principal investing balances
Direct investments		912	843	841		790	790	8		15
Fund investments		888	758	753		770	784	17		13
Total principal investing balances	$	1,800	1,601	1,594		1,560	1,574	12	%	14

Page - 26

Wachovia 2Q06 Quarterly Earnings Report

TREASURY AND INTERNATIONAL TRADE FINANCE

This sub-segment includes Treasury Services, International Correspondent Banking and Trade Finance.

Treasury and International Trade Finance Performance Summary

	2006					2005						2Q06 vs 1Q06		2Q06 vs 2Q05
(In millions)	Second Quarter			First Quarter		Fourth Quarter		Third Quarter		Second Quarter
Income statement data
Net interest income (Tax-equivalent)	$	93		90		93		88		87		3	%	7
Fee and other income		200		192		183		185		177		4		13
Intersegment revenue		(32	)	(30	)	(30	)	(29	)	(28	)	7		14
Total revenue (Tax-equivalent)		261		252		246		244		236		4		11
Provision for credit losses		—		—		12		—		—		—		—
Noninterest expense		177		173		171		169		169		2		5
Income taxes (Tax-equivalent)		30		29		24		27		25		3		20
Segment earnings	$	54		50		39		48		42		8	%	29
Performance and other data
Economic profit	$	42		38		34		38		32		11	%	31
Risk adjusted return on capital (RAROC)		61.65	%	53.55		46.27		58.37		52.41		—		—
Economic capital, average	$	333		363		382		314		312		(8	)	7
Cash overhead efficiency ratio (Tax-equivalent)		67.89	%	68.67		69.73		69.09		71.71		—		—
Average loans, net	$	7,265		7,106		6,311		5,600		5,241		2		39
Average core deposits	$	16,779		16,206		16,508		15,582		14,403		4	%	16

Net interest income increased 3% on 2% growth in international trade finance loans and 4% growth in deposits. Net interest income grew 7% from 2Q05, with loan and deposit growth of 39% and 16%, respectively, driven by the purchase of Union Bank’s international correspondent banking business (UBOC) which closed in October 2005, partially offset by narrower deposit spreads.

Fee and other income increased 4% from 1Q06, primarily related to higher international trade fees associated with the UBOC transaction and final gain recognition of $4 million on the 3Q05 sale of the embassy banking unit. Fee and other income was up 13% from 2Q05, driven by the embassy banking gain and higher payment and trade fees.

Noninterest expense increased 2% from 1Q06 and 5% from 2Q05, primarily due to higher costs related to the UBOC transaction. 1Q06 results included $5 million in increased employee stock compensation expense.

The Treasury Services business is managed in the Corporate and Investment Bank. Product revenues and earnings are also realized in other business lines within the company, including the General Bank and Wealth Management. Total treasury services product revenues for the company were $655 million in 2Q06 vs. $646 million in 1Q06 and $595 million in 2Q05.

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Wachovia 2Q06 Quarterly Earnings Report

PARENT

This sub-segment includes the central money book, investment portfolio, some consumer real estate and mortgage assets, minority interest in consolidated subsidiaries, businesses being wound down or divested including the Corporate and Institutional Trust businesses, other intangible amortization and eliminations.

Parent Performance Summary

	2006					2005						2Q06 vs 1Q06		2Q06 vs 2Q05
(Dollars in millions)	Second Quarter			First Quarter		Fourth Quarter		Third Quarter		Second Quarter
Income statement data
Net interest income (Tax-equivalent)	$	19		118		157		194		223		(84	)%	(91	)
Fee and other income		91		(15	)	(15	)	129		177		—		(49	)
Intersegment revenue		1		2		—		—		2		(50	)	(50	)
Total revenue (Tax-equivalent)		111		105		142		323		402		6		(72	)
Provision for credit losses		(5	)	(2	)	18		2		(10	)	—		(50	)
Noninterest expense		239		233		313		229		206		3		16
Minority interest		89		95		103		105		85		(6	)	5
Income taxes (Tax-equivalent)		(159	)	(123	)	(214	)	(84	)	(40	)	29		—
Segment earnings (loss)	$	(53	)	(98	)	(78	)	71		161		(46	)%	—
Performance and other data
Economic profit	$	(79	)	(118	)	(99	)	47		135		(33	)%	—
Risk adjusted return on capital (RAROC)		0.17	%	(6.86	)	(2.24	)	17.40		30.36		—		—
Economic capital, average	$	2,853		2,687		2,963		2,905		2,807		6		2
Cash overhead efficiency ratio (Tax-equivalent)		124.03	%	135.72		152.67		39.98		24.31		—		—
Lending commitments	$	473		516		508		433		430		(8	)	10
Average loans, net		22,387		23,321		11,741		11,726		10,199		(4	)	—
Average core deposits	$	4,541		5,288		5,767		5,566		4,674		(14	)	(3	)
FTE employees		24,077		24,238		24,059		24,583		24,988		(1	)%	(4	)

Net interest income declined $99 million from 1Q06 and $204 million from 2Q05. Results reflect the liability sensitive nature of our securities portfolio and wholesale funding operations, which serve to hedge our asset sensitive core business activities. The benefits to the Parent of wider funds transfer pricing spreads (see page 13 for description) was only partially offset by compression of spreads in the funding of investment portfolios as well as lower contributions from hedge-related derivatives. Additionally, the effect of growth in wholesale borrowings due to the addition of Westcorp was only partially offset by growth in the securities portfolio.

Fee and other income increased $106 million vs. 1Q06 and decreased $86 million vs. 2Q05. Securities gains were $13 million compared with losses of $64 million. 2Q06 included eliminations of $12 million related to underwriting and structuring provided by the Corporate and Investment Bank for company-related activities, compared with $62 million of eliminations in 1Q06. Additionally, securitization income was $18 million compared with $12 million in 1Q06, and affordable housing tax credit eliminations were down $6 million. (Affordable housing results are recorded in Corporate and Investment Bank fee and other income net of the related tax benefit; this tax benefit is eliminated for consolidated reporting purposes in Parent fee and other income.) Income from corporate investments increased $2 million.

The reduction in fee and other income from 2Q05 included $80 million in lower securities gains, and a $45 million decline in fiduciary fees from the effect of the sale of the Corporate and Institutional Trust businesses, only partially offset by $29 million lower affordable housing tax credit eliminations.

Noninterest expense increased $6 million linked quarter and $33 million vs. 2Q05, primarily due to higher professional and consulting fees and sundry expense.

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Wachovia 2Q06 Quarterly Earnings Report

ASSET QUALITY

(See Table on Page 11)

Net charge-offs in the loan portfolio of $51 million decreased $8 million from 1Q06 and were consistent with 2Q05 levels. 2Q06 results improved largely due to strong commercial loan loss recoveries, which offset the inclusion of $41 million in net charge-offs from Westcorp (1Q06 included $5 million from Westcorp). As a percentage of average net loans, annualized net charge-offs declined 1 bp to 0.08%, consistent with 2Q05. Overall, gross charge-offs of $151 million, including a full quarter of Westcorp, represented 0.22% of average loans, and were offset by $100 million in recoveries.

Provision for credit losses totaled $59 million, including $54 million for loans and $5 million for unfunded lending commitments.

ALLOWANCE FOR CREDIT LOSSES

Allowance for Credit Losses

	2006								2005
	Second Quarter				First Quarter				Fourth Quarter
(In millions)	Amount		As a % of loans, net		Amount		As a % of loans, net		Amount		As a % of loans, net
Allowance for loan losses
Commercial	$	1,834	1.19	%	$	1,844	1.22	%	$	1,859	1.26	%
Consumer		1,067	0.83			1,057	0.81			730	0.65
Unallocated		120	—			135	—			135	—
Total		3,021	1.07			3,036	1.08			2,724	1.05
Reserve for unfunded lending commitments
Commercial		165	—			160	—			158	—
Allowance for credit losses	$	3,186	1.13	%	$	3,196	1.14	%	$	2,882	1.11	%
Memoranda
Total commercial (Including reserve for unfunded lending commitments)	$	1,999	1.30	%	$	2,004	1.33	%	$	2,017	1.37	%

Allowance for credit losses was $3.2 billion, down $10 million from 1Q06. The decline included reductions of $15 million in unallocated reserves associated with the impact of 2005 hurricanes reflecting an updated analysis of this exposure. As a percentage of loans, allowance for loan losses of 1.07% and allowance for credit losses of 1.13% decreased 1 bp each. The reserve for unfunded lending commitments, which includes unfunded loans and standby letters of credit, was $165 million. The allowance for loan losses to nonperforming loans ratio was 488%, up from 452% in 1Q06 and 332% in 2Q05.

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Wachovia 2Q06 Quarterly Earnings Report

NONPERFORMING LOANS

Nonperforming Loans ^(a)

	2006					2005						2Q06 vs 1Q06		2Q06 vs 2Q05
(In millions)	Second Quarter			First Quarter		Fourth Quarter		Third Quarter		Second Quarter
Balance, beginning of period	$	672		620		784		819		910		8	%	(26	)
Commercial nonaccrual loan activity
Commercial nonaccrual loans, beginning of period		426		392		565		585		658		9		(35	)
New nonaccrual loans and advances		188		147		117		229		195		28		(4	)
Charge-offs		(35	)	(34	)	(64	)	(52	)	(35	)	3		—
Transfers (to) from other real estate owned		(1	)	—		(1	)	(1	)	(25	)	—		(96	)
Sales		(32	)	(2	)	(91	)	(93	)	(83	)	—		(61	)
Other, principally payments		(159	)	(77	)	(134	)	(103	)	(125	)	—		27
Net commercial nonaccrual loan activity		(39	)	34		(173	)	(20	)	(73	)	—		(47	)
Commercial nonaccrual loans, end of period		387		426		392		565		585		(9	)	(34	)
Consumer nonaccrual loan activity
Consumer nonaccrual loans, beginning of period		246		228		219		234		252		8		(2	)
New nonaccrual loans, advances and other, net		(14	)	18		(5	)	(15	)	(18	)	—		(22	)
Transfers (to) from loans held for sale		—		—		15		—		—		—		—
Sales and securitizations		—		—		(1	)	—		—		—		—
Net consumer nonaccrual loan activity		(14	)	18		9		(15	)	(18	)	—		(22	)
Consumer nonaccrual loans, end of period		232		246		228		219		234		(6	)	(1	)
Balance, end of period	$	619		672		620		784		819		(8	)%	(24	)

^(a) Excludes nonperforming loans included in loans held for sale, which at June 30, and March 31, 2006, and at December 31, September 30, and June 30, 2005, were $23 million, $24 million, $32 million, $59 million and $111 million, respectively.

Nonperforming loans in the loan portfolio of $619 million decreased $53 million, or 8%, from 1Q06 and decreased 24% from 2Q05. The linked quarter decrease primarily related to higher payments and recoveries as well as sales of $32 million. Total nonperforming assets of $741 million, including loans held for sale, decreased $63 million, or 8%, from 1Q06 and were down 31% from 2Q05.

New commercial nonaccrual inflows were $188 million, up $41 million from 1Q06. Commercial nonaccruals were $387 million, down 9% from 1Q06 and down 34% from 2Q05. In 2Q06, $32 million in nonperforming commercial loans were sold directly out of the loan portfolio.

Consumer nonaccruals were $232 million, down 6% from 1Q06, driven by higher quality loan originations and insurance proceeds from hurricane-affected regions. Consumer nonaccruals declined 1% versus 2Q05.

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Wachovia 2Q06 Quarterly Earnings Report

LOANS HELD FOR SALE

Loans Held for Sale

	2006					2005
(In millions)	Second Quarter			First Quarter		Fourth Quarter		Third Quarter		Second Quarter
Core business activity, beginning of period	$	7,846		6,388		18,014		14,447		13,715
Balance of acquired entities at purchase date		—		—		873		—		—
Originations/purchases		13,870		13,068		13,704		15,157		10,577
Transfers to (from) loans held for sale, net		(238	)	(70	)	(12,060	)	(562	)	(583	)
Lower of cost or market value adjustments		—		—		—		—		(1	)
Performing loans sold or securitized		(13,357	)	(11,397	)	(11,444	)	(8,604	)	(6,999	)
Other, principally payments		(381	)	(143	)	(2,699	)	(2,424	)	(2,262	)
Core business activity, end of period		7,740		7,846		6,388		18,014		14,447
Portfolio management activity, end of period		10		13		17		24		84
Total loans held for sale (a)	$	7,750		7,859		6,405		18,038		14,531

^(a) Nonperforming assets included in loans held for sale at June 30, and March 31, 2006, and at December 31, September 30, and June 30, 2005, were $23 million, $24 million, $32 million, $59 million, and $111 million, respectively.

Core Business Activity

In 2Q06, a net $13.9 billion of loans were originated or purchased representing core business activity. We sold or securitized a total of $13.4 billion of loans from loans held for sale, of which $5.4 billion were securitized commercial mortgage loans and $6.9 billion were wholesale mortgages including those originated by AmNet.

PORTFOLIO MANAGEMENT ACTIVITY

In 2Q06, we sold $5.1 billion of consumer loans from the loan portfolio. Of these, $2.4 billion were mortgages that were securitized and retained as securities and $1.7 billion were student loans. We sold $263 million of commercial loans from the loan portfolio.

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Wachovia 2Q06 Quarterly Earnings Report

MERGER INTEGRATION UPDATE

MERGER-RELATED AND RESTRUCTURING EXPENSES

Merger-Related and Restructuring Expenses

(Income Statement Impact)

	2006					2005
(In millions)	Second Quarter			First Quarter		Fourth Quarter		Third Quarter		Second Quarter
SouthTrust merger-related and restructuring expenses
Personnel and employee termination benefits	$	—		37		5		4		7
Occupancy and equipment		—		11		21		40		7
Advertising		—		1		11		8		5
Contract cancellations and system conversions		—		7		15		20		26
Other		—		8		5		10		10
Total SouthTrust merger-related and restructuring expenses		—		64		57		82		55
Total Wachovia Securities retail brokerage transaction merger-related and restructuring expenses		—		—		—		—		35
Other merger-related and restructuring expenses		24		4		1		1		—
Net merger-related and restructuring expenses		24		68		58		83		90
Prudential Financial’s 38 percent of shared Wachovia/Prudential Financial retail brokerage merger-related and restructuring expenses (Minority interest)		—		—		—		—		(14	)
Income taxes (benefits)		(9	)	(22	)	(21	)	(32	)	(28	)
After-tax net merger-related and restructuring expenses	$	15		46		37		51		48

In 2Q06, we recorded $24 million in net merger-related and restructuring expenses related primarily to the sale of the HomeEq Servicing platform as well as the Westcorp transaction.

GOODWILL AND OTHER INTANGIBLES

For the Westcorp transaction, we recorded preliminary fair value and exit cost purchase accounting adjustments and corresponding decreases in goodwill of $336 million ($205 million after tax). In addition, we recorded dealer relationship and deposit base intangibles totaling $405 million ($253 million after tax). Based on a purchase price of $3.8 billion and Westcorp tangible stockholders’ equity of $1.9 billion, this resulted in goodwill of $1.5 billion at June 30, 2006.

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Wachovia 2Q06 Quarterly Earnings Report

EXPLANATION OF OUR USE OF CERTAIN NON-GAAP FINANCIAL MEASURES

In addition to results presented in accordance with GAAP, this quarterly earnings report includes certain non-GAAP financial measures, including those presented on pages 2 and 3 under the captions “Earnings Reconciliation”, and “Other Financial Measures”, with the sub-headings – “Earnings excluding merger-related and restructuring expenses”– “Earnings excluding merger-related and restructuring expenses, and discontinued operations” and – “Earnings excluding merger-related and restructuring expenses, other intangible amortization and discontinued operations”, and which are reconciled to GAAP financial measures on pages 34-37. In addition, in this quarterly earnings report certain designated net interest income amounts are presented on a tax-equivalent basis, including the calculation of the overhead efficiency ratio.

Wachovia believes these non-GAAP financial measures provide information useful to investors in understanding the underlying operational performance of the company, its business and performance trends and facilitates comparisons with the performance of others in the financial services industry. Specifically, Wachovia believes the exclusion of merger-related and restructuring expenses and discontinued operations permits evaluation and a comparison of results for on-going business operations, and it is on this basis that Wachovia’s management internally assesses the company’s performance. Those non-operating items are excluded from Wachovia’s segment measures used internally to evaluate segment performance in accordance with GAAP because management does not consider them particularly relevant or useful in evaluating the operating performance of our business segments. In addition, because of the significant amount of deposit base intangible amortization, Wachovia believes the exclusion of this expense provides investors with consistent and meaningful comparisons to other financial services firms. Wachovia’s management makes recommendations to its board of directors about dividend payments based on reported earnings excluding merger-related and restructuring expenses, other intangible amortization, discontinued operations and the cumulative effect of a change in accounting principle, and has communicated certain dividend payout ratio goals to investors on this basis. Management believes this payout ratio is useful to investors because it provides investors with a better understanding of and permits investors to monitor Wachovia’s dividend payout policy. Wachovia also believes the presentation of net interest income on a tax-equivalent basis ensures comparability of net interest income arising from both taxable and tax-exempt sources and is consistent with industry standards. Wachovia operates one of the largest retail brokerage businesses in our industry, and we have presented an overhead efficiency ratio excluding these brokerage services, which management believes is useful to investors in comparing the performance of our banking business with other banking companies.

Although Wachovia believes the above non-GAAP financial measures enhance investors’ understanding of our business and performance, these non-GAAP financial measures should not be considered an alternative to GAAP basis financial measures.

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Wachovia 2Q06 Quarterly Earnings Report

RECONCILIATION OF CERTAIN NON-GAAP FINANCIAL MEASURES

Reconciliation of Certain Non-GAAP Financial Measures

	*	2006					2005
(In millions)		Second Quarter			First Quarter		Fourth Quarter		Third Quarter		Second Quarter
Income from continuing operations
Net income (GAAP)	A	$	1,885		1,728		1,707		1,665		1,650
Discontinued operations, net of income taxes (GAAP)			—		—		214		—		—
Income from continuing operations (GAAP)			1,885		1,728		1,493		1,665		1,650
Merger-related and restructuring expenses (GAAP)			15		46		37		51		48
Earnings excluding merger-related and restructuring expenses, and discontinued operations	B		1,900		1,774		1,530		1,716		1,698
Other intangible amortization (GAAP)			64		59		57		63		69
Earnings excluding merger-related and restructuring expenses, other intangible amortization and discontinued operations	C	$	1,964		1,833		1,587		1,779		1,767
Return on average common stockholders’ equity
Average common stockholders’ equity (GAAP)	D	$	49,063		47,926		46,407		47,328		47,114
Merger-related and restructuring expenses (GAAP)			50		19		146		96		52
Discontinued operations (GAAP)			—		—		(36	)	—		—
Average common stockholders’ equity, excluding merger-related and restructuring expenses, and discontinued operations	E		49,113		47,945		46,517		47,424		47,166
Average intangible assets (GAAP)	F		(24,972	)	(23,689	)	(23,302	)	(23,195	)	(23,148	)
Average common stockholders’ equity, excluding merger-related and restructuring expenses, other intangible amortization and discontinued operations	G	$	24,141		24,256		23,215		24,229		24,018
Return on average common stockholders’ equity
GAAP	A/D		15.41	%	14.62		14.60		13.95		14.04
Excluding merger-related and restructuring expenses, and discontinued operations	B/E		15.52		15.01		13.05		14.36		14.43
Return on average tangible common stockholders’ equity
GAAP	A/D+F		31.38		28.91		29.33		27.36		27.61
Excluding merger-related and restructuring expenses, other intangible amortization and discontinued operations	C/G		32.63	%	30.64		27.11		29.14		29.50

Table continued on next page.

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Wachovia 2Q06 Quarterly Earnings Report

RECONCILIATION OF CERTAIN NON-GAAP FINANCIAL MEASURES

Reconciliation of Certain Non-GAAP Financial Measures

	*	2006					2005
(In millions)		Second Quarter			First Quarter		Fourth Quarter		Third Quarter		Second Quarter
Return on average assets
Average assets (GAAP)	H	$	543,612		522,209		520,382		511,567		503,361
Average intangible assets (GAAP)			(24,972	)	(23,689	)	(23,302	)	(23,195	)	(23,148	)
Average tangible assets (GAAP)	I	$	518,640		498,520		497,080		488,372		480,213
Average assets (GAAP)		$	543,612		522,209		520,382		511,567		503,361
Merger-related and restructuring expenses (GAAP)			50		19		146		96		52
Discontinued operations (GAAP)			—		—		(36	)	—		—
Average assets, excluding merger-related and restructuring expenses, and discontinued operations	J		543,662		522,228		520,492		511,663		503,413
Average intangible assets (GAAP)			(24,972	)	(23,689	)	(23,302	)	(23,195	)	(23,148	)
Average tangible assets, excluding merger- related and restructuring expenses, and discontinued operations	K	$	518,690		498,539		497,190		488,468		480,265
Return on average assets
GAAP	A/H		1.39	%	1.34		1.30		1.29		1.31
Excluding merger-related and restructuring expenses, and discontinued operations	B/J		1.40		1.38		1.17		1.33		1.35
Return on average tangible assets
GAAP	A/I		1.46		1.41		1.36		1.35		1.38
Excluding merger-related and restructuring expenses, other intangible amoritization and discontinued operations	C/K		1.52	%	1.49		1.27		1.45		1.48

* The letters included in the column are provided to show how the various ratios presented in the tables on pages 34 through 37 are calculated.

For example, return on average assets on a GAAP basis is calculated by dividing net income (GAAP) by average assets (GAAP) (i.e., A/H), and annualized where appropriate.

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Wachovia 2Q06 Quarterly Earnings Report

RECONCILIATION OF CERTAIN NON-GAAP FINANCIAL MEASURES

Reconciliation of Certain Non-GAAP Financial Measures

	*	2006					2005
(In millions)		Second Quarter			First Quarter		Fourth Quarter		Third Quarter		Second Quarter
Overhead efficiency ratios
Noninterest expense (GAAP)	L	$	4,261		4,239		4,183		4,004		3,788
Merger-related and restructuring expenses (GAAP)			(24	)	(68	)	(58	)	(83	)	(90	)
Noninterest expense, excluding merger-related and restructuring expenses	M		4,237		4,171		4,125		3,921		3,698
Other intangible amortization (GAAP)			(98	)	(92	)	(93	)	(101	)	(107	)
Noninterest expense, excluding merger-related and restructuring expenses, and other intangible amoritization	N	$	4,139		4,079		4,032		3,820		3,591
Net interest income (GAAP)		$	3,641		3,490		3,523		3,387		3,358
Tax-equivalent adjustment			34		49		52		53		53
Net interest income (Tax-equivalent)			3,675		3,539		3,575		3,440		3,411
Fee and other income (GAAP)			3,583		3,517		2,989		3,258		2,977
Total	O	$	7,258		7,056		6,564		6,698		6,388
Retail Brokerage Services, excluding insurance
Noninterest expense (GAAP)	P	$	916		942		888		871		860
Net interest income (GAAP)		$	199		189		170		152		142
Tax-equivalent adjustment			1		—		—		1		—
Net interest income (Tax-equivalent)			200		189		170		153		142
Fee and other income (GAAP)			961		975		915		904		881
Total	Q	$	1,161		1,164		1,085		1,057		1,023
Overhead efficiency ratios
GAAP	L/O		58.71	%	60.07		63.72		59.78		59.29
Excluding merger-related and restructuring expenses	M/O		58.39		59.10		62.84		58.55		57.87
Excluding merger-related and restructuring expenses, and brokerage	M-P/O-Q		54.48		54.79		59.08		54.08		52.89
Excluding merger-related and restructuring expenses, and other intangible amoritization	N/O		57.03		57.81		61.41		57.06		56.19
Excluding merger-related and restructuring expenses, other intangible amoritization and brokerage	N-P/O-Q		52.86	%	53.24		57.36		52.30		50.88

Table continued on next page.

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Wachovia 2Q06 Quarterly Earnings Report

RECONCILIATION OF CERTAIN NON-GAAP FINANCIAL MEASURES

Reconciliation of Certain Non-GAAP Financial Measures

	*	2006					2005
(In millions, except per share data)		Second Quarter			First Quarter		Fourth Quarter		Third Quarter		Second Quarter
Operating leverage
Operating leverage (GAAP)		$	180		436		(312	)	92		5
Merger-related and restructuring expenses (GAAP)			(45	)	10		(25	)	(8	)	30
Operating leverage, excluding merger-related and restructuring expenses			135		446		(337	)	84		35
Other intangible amortization (GAAP)			7		(2	)	(6	)	(7	)	(8	)
Operating leverage, excluding merger-related and restructuring expenses, and other intangible amoritization		$	142		444		(343	)	77		27
Dividend payout ratios on common shares
Dividends paid per common share	R	$	0.51		0.51		0.51		0.51		0.46
Diluted earnings per common share (GAAP)	S	$	1.17		1.09		1.09		1.06		1.04
Merger-related and restructuring expenses (GAAP)			0.01		0.03		0.02		0.03		0.03
Other intangible amortization (GAAP)			0.04		0.04		0.04		0.04		0.04
Discontinued operations (GAAP)			—		—		(0.14	)	—		—
Diluted earnings per common share, excluding merger-related and restructuring expenses, other intangible amoritization and discontinued operations	T	$	1.22		1.16		1.01		1.13		1.11
Dividend payout ratios
GAAP	R/S		43.59	%	46.79		46.79		48.11		44.23
Excluding merger-related and restructuring expenses, other intangible amoritization and discontinued operations	R/T		41.80	%	43.97		50.50		45.13		41.44

* The letters included in the column are provided to show how the various ratios presented in the tables on pages 34 through 37 are calculated.

For example, return on average assets on a GAAP basis is calculated by dividing net income (GAAP) by average assets (GAAP) (i.e., A/H), and annualized where appropriate.

Page - 37

Wachovia 2Q06 Quarterly Earnings Report

CAUTIONARY STATEMENT

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, (ii) statements relating to the benefits of the proposed merger between Wachovia and Golden West Financial Corporation (the “Golden West Merger”), (iii) statements relating to the benefits of the acquisition by Wachovia of Westcorp and WFS Financial, completed on March 1, 2006 (the “Westcorp Transaction” and together with the Golden West Merger, the “Mergers”), (iv) statements with respect to Wachovia’s plans, objectives, expectations and intentions and other statements that are not historical facts, and (v) 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 involved in the Mergers will not be integrated successfully or such integrations may be more difficult, time-consuming or costly than expected; (2) expected revenue synergies and cost savings from the Mergers may not be fully realized or realized within the expected time frame; (3) revenues following the Mergers may be lower than expected; (4) deposit attrition, customer attrition, operating costs, and business disruption following the Mergers, including, without limitation, difficulties in maintaining relationships with employees, may be greater than expected; (5) enforcement actions by governmental agencies that are not currently anticipated; (6) 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; (7) 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; (8) inflation, interest rate, market and monetary fluctuations; (9) 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; (10) adverse changes in the financial performance and/or condition of Wachovia’s borrowers which could impact the repayment of such borrowers’ outstanding loans; (11) the impact of changes in accounting principles; and (12) 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 July 20, 2006

Wachovia cautions that the foregoing list of factors is not exclusive. All subsequent written and oral forward-looking statements concerning the Mergers 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.

Page - 38

Wachovia 2Q06 Quarterly Earnings Report

ADDITIONAL INFORMATION

The proposed Golden West Merger will be submitted to Wachovia’s and Golden West’s shareholders for their consideration, and, on June 1, 2006, Wachovia filed a registration statement on Form S-4 with the SEC containing a preliminary joint proxy statement/prospectus of Wachovia and Golden West and other relevant documents concerning the proposed Golden West Merger. Shareholders are urged to read the registration statement and the definitive joint proxy statement/prospectus regarding the proposed Golden West Merger when they become available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. You will be able to obtain a free copy of the registration statement and the joint proxy statement/prospectus, as well as other filings containing information about Wachovia and Golden West, at the SEC’s website (http://www.sec.gov). You will also be able to obtain these documents, free of charge, at Wachovia’s website (http://www.wachovia.com) under the tab “Inside Wachovia - Investor Relations” and then under the heading “Financial Reports—SEC Filings”. Copies of the definitive joint proxy statement/prospectus and the SEC filings that will be incorporated by reference in the definitive joint proxy statement/prospectus can also be obtained, free of charge, by directing a request to Wachovia Corporation, Investor Relations, One Wachovia Center, 301 South College Street, Charlotte, NC 28288-0206, (704)-374-6782; or to Golden West, Investor Relations Department, 1901 Harrison Street, Oakland, CA 94612, (510)-445-3420.

Wachovia and Golden West and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies from the shareholders of Wachovia and/or Golden West in connection with the proposed Golden West Merger. Information about the directors and executive officers of Wachovia is set forth in the proxy statement for Wachovia’s 2006 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 13, 2006. Information about the directors and executive officers of Golden West is set forth in the proxy statement for Golden West’s 2006 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 10, 2006. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the definitive joint proxy statement/prospectus regarding the proposed Golden West Merger when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph.

Page - 39

EX-99.(C)

Exhibit (99)(c)

WACHOVIA CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Unaudited)

	June 30,			December 31,
(In millions, except per share data)	2006			2005
ASSETS
Cash and due from banks	$	12,761		15,072
Interest-bearing bank balances		2,244		2,638
Federal funds sold and securities purchased under resale agreements (carrying amount of collateral held $11,657 at June 30, 2006, $3,341 repledged)		17,223		19,915
Total cash and cash equivalents		32,228		37,625
Trading account assets		46,552		42,704
Securities		120,453		114,889
Loans, net of unearned income		282,916		259,015
Allowance for loan losses		(3,021	)	(2,724	)
Loans, net		279,895		256,291
Loans held for sale		7,750		6,405
Premises and equipment		5,322		4,910
Due from customers on acceptances		1,010		824
Goodwill		23,550		21,807
Other intangible assets		1,435		1,208
Other assets		35,419		34,092
Total assets	$	553,614		520,755
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits
Noninterest-bearing deposits		66,388		67,487
Interest-bearing deposits		261,226		257,407
Total deposits		327,614		324,894
Short-term borrowings		62,787		61,953
Bank acceptances outstanding		1,021		892
Trading account liabilities		18,409		17,598
Other liabilities		17,305		15,986
Long-term debt		74,627		48,971
Total liabilities		501,763		470,294
Minority interest in net assets of consolidated subsidiaries		2,979		2,900
STOCKHOLDERS’ EQUITY
Dividend Equalization Preferred shares, no par value, 97 million shares issued and outstanding at June 30, 2006		—		—
Non-Cumulative Perpetual Class A Preferred Stock, Series I, $100,000 liquidation preference per share, 25,010 shares authorized		—		—
Common stock, $3.33-1/3 par value; authorized 3 billion shares, outstanding 1.589 billion shares at June 30, 2006		5,298		5,189
Paid-in capital		34,086		31,172
Retained earnings		12,003		11,973
Accumulated other comprehensive income, net		(2,515	)	(773	)
Total stockholders’ equity		48,872		47,561
Total liabilities and stockholders’ equity	$	553,614		520,755

WACHOVIA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

	Three Months Ended June 30,			Six Months Ended June 30,
(In millions, except per share data)	2006		2005	2006		2005
INTEREST INCOME
Interest and fees on loans	$	4,823	3,362	9,144		6,536
Interest and dividends on securities		1,685	1,437	3,250		2,863
Trading account interest		387	354	712		732
Other interest income		509	549	1,005		1,024
Total interest income		7,404	5,702	14,111		11,155
INTEREST EXPENSE
Interest on deposits		2,035	1,221	3,814		2,271
Interest on short-term borrowings		755	670	1,473		1,271
Interest on long-term debt		973	453	1,693		842
Total interest expense		3,763	2,344	6,980		4,384
Net interest income		3,641	3,358	7,131		6,771
Provision for credit losses		59	50	120		86
Net interest income after provision for credit losses		3,582	3,308	7,011		6,685
FEE AND OTHER INCOME
Service charges		622	528	1,196		1,041
Other banking fees		449	355	877		706
Commissions (a)		588	585	1,211		1,172
Fiduciary and asset management fees (a)		808	746	1,569		1,472
Advisory, underwriting and other investment banking fees		318	257	620		490
Trading account profits (a)		164	49	383		157
Principal investing		189	41	292		100
Securities gains (losses)		25	136	(23	)	134
Other income (a)		420	280	975		700
Total fee and other income		3,583	2,977	7,100		5,972
NONINTEREST EXPENSE
Salaries and employee benefits		2,652	2,324	5,349		4,725
Occupancy		291	271	566		521
Equipment		299	269	579		534
Advertising		56	48	103		92
Communications and supplies		162	158	329		320
Professional and consulting fees		184	155	351		282
Other intangible amortization		98	107	190		222
Merger-related and restructuring expenses		24	90	92		151
Sundry expense		495	366	941		813
Total noninterest expense		4,261	3,788	8,500		7,660
Minority interest in income of consolidated subsidiaries		90	71	185		135
Income before income taxes		2,814	2,426	5,426		4,862
Income taxes		929	776	1,813		1,591
Net income	$	1,885	1,650	3,613		3,271
PER COMMON SHARE DATA
Basic earnings	$	1.19	1.05	2.30		2.09
Diluted earnings		1.17	1.04	2.26		2.05
Cash dividends	$	0.51	0.46	1.02		0.92
AVERAGE COMMON SHARES
Basic		1,585	1,564	1,570		1,567
Diluted		1,613	1,591	1,599		1,597

(a) Amounts presented in 2005 have been reclassified to conform to the presentation in 2006.