Wachovia Corp New (WBPS) 8-K Other events

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

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

3rd QUARTER 2002 HIGHLIGHTS

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

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

• Customer satisfaction scores improved for 14th consecutive quarter.

• Merger integration continued to progress well.

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

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

• Tier 1 capital ratio improved to 8.10 percent.

Earnings Highlights

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

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

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

(c) Based on common shares.

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

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

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WACHOVIA REPORTS 3rd Quarter 2002 EARNINGS/Page 2

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

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

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

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

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

Lines of Business

General Bank

General Bank Highlights: 3Q01not restated

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

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WACHOVIA REPORTS 3rd QUARTER 2002 EARNINGS/Page 3

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

Capital Management

Capital Management Highlights: 3Q01not restated

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

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

Wealth Management

Wealth Management Highlights: 3Q01not restated

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

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

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WACHOVIA REPORTS 3rd QUARTER 2002 EARNINGS/Page 4

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

Corporate and Investment Bank

Corporate and Investment Bank Highlights: 3Q01not restated

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

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

***

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

Earnings Conference Call and Supplemental Materials

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

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

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

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

***

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

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WACHOVIA CORPORATION AND SUBSIDIARIES

FINANCIAL HIGHLIGHTS(a)

(Unaudited)

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

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

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WACHOVIA CORPORATION AND SUBSIDIARIES

OTHER FINANCIAL DATA

(Unaudited)

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

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

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WACHOVIA CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF INCOME(a)

(Unaudited)

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

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

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WACHOVIA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATING EARNINGS(a)(b)

(Unaudited)

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

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

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

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WACHOVIA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATING EARNINGS(a)(b)

(Unaudited)

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

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

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

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WACHOVIA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (LOSS)(a)

(Unaudited)

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

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

PAGE 11

WACHOVIA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME(a)

(Unaudited)

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

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

PAGE 12

WACHOVIA CORPORATION AND SUBSIDIARIES

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

(Unaudited)

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

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

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

PAGE 13

WACHOVIA CORPORATION AND SUBSIDIARIES

ALLOWANCE FOR LOAN LOSSES AND NONPERFORMING ASSETS

(Unaudited)

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

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

(b) Annualized.

(c) Restructured loans are insignificant.

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

PAGE 14

WACHOVIA CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS(a)

(Unaudited)

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

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

PAGE 15

WACHOVIA CORPORATION AND SUBSIDIARIES

NET INTEREST INCOME SUMMARIES(a)

(Unaudited)

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

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

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

PAGE 16

WACHOVIA CORPORATION AND SUBSIDIARIES

NET INTEREST INCOME SUMMARIES

(Unaudited)

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

PAGE 17

WACHOVIA CORPORATION AND SUBSIDIARIES

NET INTEREST INCOME SUMMARIES(a)

(Unaudited)

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

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

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