Wachovia Corp New (WBPS) 8-K Results of Operations and Financial Condition

Exhibit (99)(b)

WACHOVIA FOURTH QUARTER 2004

QUARTERLY EARNINGS REPORT

JANUARY 19, 2005

TABLEOF CONTENTS

Explanation of “Combined” Results	1
Fourth Quarter 2004 Financial Highlights	2
Earnings Reconciliation	3
Summary Results	4
Other Financial Measures	5
Loan and Deposit Growth	6
Fee and Other Income	7
Noninterest Expense	8
Consolidated Results - Segment Summary	9
General Bank	10
Capital Management	11
Wealth Management	12
Corporate and Investment Bank	13
Asset Quality	14
2004 – Another Strong Performance	15
Efficiency Initiative Update	16
2005 Full Year Outlook	17
Appendix	18-39
Explanation of Our Use and Reconciliation of Certain Non-GAAP Financial Measures	40-44
Cautionary Statement	45
Supplemental Illustrative Combined Information	46

READERSAREENCOURAGEDTOREFERTO WACHOVIA’SRESULTSFORTHEQUARTERENDED SEPTEMBER 30, 2004,PRESENTEDINACCORDANCEWITH U.S.GENERALLYACCEPTEDACCOUNTINGPRINCIPLES (“GAAP”),WHICHMAYBEFOUNDIN WACHOVIA’S THIRD QUARTER REPORTON FORM 10-Q.

ALLNARRATIVECOMPARISONSAREWITH THIRD QUARTER 2004UNLESSOTHERWISENOTED.

THEINFORMATIONCONTAINEDHEREININCLUDESCERTAINNON-GAAPFINANCIALMEASURES. PLEASEREFERTOPAGES 40-44FORANIMPORTANTEXPLANATIONOFOURUSEOFNON-GAAPFINANCIALMEASURESANDRECONCILIATIONOFTHOSENON-GAAPFINANCIALMEASURESTO GAAP.

Wachovia 4Q04 Quarterly Earnings Report

EXPLANATIONOF “COMBINED” RESULTS

CERTAINTABLESANDNARRATIVECOMPARISONSINTHISSUPPLEMENTALEARNINGSPACKAGEINCLUDEREFERENCESTO “COMBINED”RESULTSFOR FOURTH QUARTER 2004ANDPRIORQUARTERS. “COMBINED”RESULTSFORTHEFOURTHQUARTEROF 2004REPRESENT WACHOVIA’SACTUALFOURTHQUARTER 2004RESULTSPLUSTHEACTUALRESULTSOF SOUTHTRUSTFOR OCTOBER 2004. “COMBINED”RESULTSFORTHETHIRDQUARTER 2004ANDPRIORQUARTERSINCLUDE WACHOVIA’SACTUALRESULTSPLUSTHEACTUALRESULTSOF SOUTHTRUST. THE “COMBINED”RESULTSAREFORILLUSTRATIVEPURPOSESONLYANDTHEPRESENTATIONOFRESULTSONTHIS “COMBINED”BASISISNOTAPRESENTATIONTHATCONFORMSWITHGENERALLYACCEPTEDACCOUNTINGPRINCIPLES. THEFOURTHQUARTER 2004 “COMBINED”RESULTSINCLUDEPURCHASEACCOUNTINGANDOTHERCLOSINGADJUSTMENTSASOFTHEACTUALCLOSINGDATEOF NOVEMBER 1, 2004;NOATTEMPTWASMADETOESTIMATETHESEPURCHASEACCOUNTINGANDOTHERCLOSINGADJUSTMENTSONTHE “COMBINED”RESULTSFORPRIORPERIODS “ASIF”THEMERGERHADOCCURREDONPRIORDATES. READERSAREENCOURAGEDTOREFERTO WACHOVIA’SRESULTSPRESENTEDINACCORDANCEWITHGENERALLYACCEPTEDACCOUNTINGPRINCIPLESWHICHMAYBEFOUNDINEXHIBIT (99)(C)TO WACHOVIA’SCURRENTREPORTONFORM 8-K,FILEDON JANUARY 19, 2005. ALLNARRATIVECOMPARISONSARETOWACHOVIA-ONLYRESULTSFORPRIORPERIODSUNLESSOTHERWISENOTED. SEEALSO “SUPPLEMENTAL ILLUSTRATIVE COMBINED INFORMATIONON PAGE 46FORAFURTHERDISCUSSIONREGARDINGTHE “COMBINED”PRESENTATION.

ALLNARRATIVECOMPARISONSOF “COMBINED”RESULTSAREWITH “COMBINED”THIRDQUARTER 2004RESULTSUNLESSOTHERWISENOTED.

FOR EASEOF USE,COMMENTSHEREINPERTAININGTO AS REPORTEDOR ACTUALRESULTSAREPRESENTEDINBOLDTYPE.

“COMBINED” SUMMARY

4Q04:	REPORTEDRESULTSPLUS SOUTHTRUSTRESULTSFOR OCTOBER 2004PLUSANADDITIONALMONTHOF DBIAND OTHER INTANGIBLEAMORTIZATION
PRIOR QUARTERS:	REPORTEDRESULTSPLUS SOUTHTRUST’SRESULTSPLUSTHREEMONTHS OF DBIANDOTHERINTANGIBLE AMORTIZATION PRIORPERIODRESULTSDONOTINCLUDETHEEFFECTOFDILUTIONANDAMORTIZATIONOFFAIRMARKETVALUEADJUSTMENTSMADETO SOUTHTRUST’SBALANCESHEETON 11/1/04

Wachovia 4Q04 Quarterly Earnings Report

FOURTH QUARTER 2004 FINANCIAL HIGHLIGHTS

• Closed SouthTrust merger on November 1, 2004; reported results include 3 months of Wachovia results plus 2 months of SouthTrust results

VERSUS 3Q04 REPORTED RESULTS

• Earnings of $1.4 billion, up 15% and up 32% over 4Q03; EPS of $0.95 down 1% and up 14% from 4Q03

– Excluding $0.04 per share of net merger-related and restructuring expenses, EPS of $0.99 down 1% and up 13% from 4Q03

• Segment earnings reflect continued strong execution in core banking and advisory businesses and the impact of the SouthTrust transaction primarily in the General Bank

– General Bank, up 14% and up 54% from 4Q03

– Capital Management, up 26% due to improving brokerage and up 5% from 4Q03

– Wealth Management up 6% and up 32% from 4Q03

– Corporate and Investment Bank down 10% and up 26% from 4Q03

• Net charge-offs of $115 million increased to 23 bps of average loans from 15 bps, reflecting the alignment of charge-off practices and slightly lower recoveries; provision expense $109 million

“COMBINED” BASIS RESULTS: 4Q04VS. 3Q04UNLESSOTHERWISENOTED

• Earnings of $1,465 million up 2% and up 16% from 4Q03

• SEGMENTEARNINGSREFLECTCONTINUEDSTRONGEXECUTION

– General Bank down 1% on unusually high expenses; up 30% from 4Q03

– Capital Management up 26% and 4% from strong 4Q03

– Wealth Management stable and up 20% from 4Q03

– Corporate and Investment Bank down 11% (lower principal investing gains); up 24% from 4Q03 on solid performance and market share gains

• Revenue up 2% and up 3% from 4Q03

– Net interest income increased 1% and up 6% from 4Q03 on deposits and corporate banking activity

– Fee and other income rose 3% and 2% from 4Q03; non-commission fees and other income up 4% from 4Q03

• Noninterest expense up 1% largely on higher brokerage expenses and down 2% vs. 4Q03

• Repurchased 25.7 million shares during the quarter

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Wachovia 4Q04 Quarterly Earnings Report

EARNINGS RECONCILIATION
Earnings Reconciliation	2004									2003		4 Q 04 EPS
(After-tax in millions, except per share data)	Fourth Quarter			Third Quarter		Second Quarter		First Quarter		Fourth Quarter
	Amount		EPS	Amount	EPS	Amount	EPS	Amount	EPS	Amount	EPS	.vs 3 Q 04		vs 4 Q 03
Net income (GAAP)	$	1,448	0.95	1,263	0.96	1,252	0.95	1,251	0.94	1,100	0.83	(1	)%	14
Net merger-related and restructuring expenses		53	0.04	55	0.04	47	0.03	48	0.04	75	0.05	—		(20	)
Earnings excluding merger-related and restructuring expenses		1,501	0.99	1,318	1.00	1,299	0.98	1,299	0.98	1,175	0.88	(1	)	13
Deposit base and other intangible amortization		74	0.05	62	0.05	67	0.05	69	0.05	74	0.06	—		(17	)
Earnings excluding merger-related and restructuring expenses, and other intangible amortization	$	1,575	1.04	1,380	1.05	1,366	1.03	1,368	1.03	1,249	0.94	(1	)%	11

• Expect 2005 intangible amortization of $0.15 per share: 1Q05 $0.04; 2Q05 $0.04; 3Q05 $0.04; 4Q05 $0.03 based on 4Q04 Combined basis average diluted shares of 1,619 million

• Estimated preliminary net dilution to EPS of ($0.01) in 2005 and 2006 from SouthTrust purchase accounting adjustments; based on 4Q04 Combined basis average diluted shares of 1,619 million

Estimated SouthTrust PAA Dilution	Actual 2004			Estimated 2005		Estimated 2006
(Dollars in millions, except per share data)	Fourth Quarter			Full Year		Full Year
Net interest income
Loans/Leases	$	(11	)	(56	)	(40	)
Deposits		6		21		9
Debt		1		4		4
Total net interest income		(4	)	(31	)	(27	)
Fee income		—		—		—
Expenses		—		1		4
Income tax benefit		2		11		9
Net income		(2	)	(19	)	(14	)
Estimated EPS impact	$	(0.00	)	(0.01	)	(0.01	)

All amounts are based on preliminary purchase accounting adjustments which are subject to refinement in 2005

Above amounts do not include impact to future run rate for the following items:

Securities that were sold at consummation

Long-term debt that was paid off at consummation

Fixed assets, prepaid assets and other assets and liabilities that were written down to fair value

Benefit plans including pension, postretirement medical and other postemployment benefits

(See Appendix, page 18 for further detail)

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Wachovia 4Q04 Quarterly Earnings Report

SUMMARY RESULTS
Earnings Summary	2004								2003	4Q04 vs 3Q04		4Q04 vs 4Q03		Combined
(In millions, except per share data)	Fourth Quarter			Third Quarter		Second Quarter		First Quarter	Fourth Quarter					Fourth Quarter			Third Quarter	4Q04 vs 3Q04
Net interest income(Tax-equivalent)	$	3,357		3,028		2,903		2,923	2,942	11	%	14		$	3,499		3,451	1	%
Fee and other income		2,804		2,601		2,607		2,767	2,613	8		7			2,839		2,764	3
Total revenue(Tax-equivalent)		6,161		5,629		5,510		5,690	5,555	9		11			6,338		6,215	2
Provision for credit losses		109		43		61		44	86	—		27			118		67	76
Other noninterest expense		3,605		3,445		3,286		3,455	3,520	5		2			3,743		3,723	1
Merger-related and restructuring expenses		116		127		102		99	135	(9	)	(14	)		116		127	(9	)
Other intangible amortization		113		99		107		112	120	14		(6	)		125		133	(6	)
Total noninterest expense		3,834		3,671		3,495		3,666	3,775	4		2			3,984		3,983	—
Minority interest in income of consolidated subsidiaries		54		28		45		57	63	93		(14	)		54		28	93
Income before income taxes(Tax-equivalent)		2,164		1,887		1,909		1,923	1,631	15		33			2,182		2,137	2
Income taxes(Tax-equivalent)		716		624		657		672	531	15		35			717		706	2
Net income	$	1,448		1,263		1,252		1,251	1,100	15	%	32		$	1,465		1,431	2	%
Diluted earnings per common share	$	0.95		0.96		0.95		0.94	0.83	(1	)%	14
Dividend payout ratio on common shares		48.42	%	41.67		42.11		42.55	42.17	—		—
Return on average common stockholders’ equity		13.50		15.12		15.49		15.37	13.58	—		—
Return on average assets		1.22		1.18		1.22		1.26	1.12	—		—
Overhead efficiency ratio(Tax-equivalent)		62.23	%	65.20		63.46		64.42	67.95	—		—			62.85	%	64.08	—	%
Operating leverage (Tax-equivalent)	$	368		(55	)	(11	)	244	18	—	%	—

• Net interest income rose $329 million to $3.4 billion; up $415 million from 4Q03 largely due to addition of SouthTrust

• Combined results up $48 million linked quarter, or 1%, due to growth in earning assets, improved deposit spreads, and increased trading activities

• Combined results up $139 million, or 4%, from 4Q03 reflecting growth in core deposits and earning assets

• Fee and other income was up $203 million and $191 million from 4Q03 largely due to SouthTrust

• Combined results up 3% reflecting higher securitization income, improvement in retail brokerage, asset management, and advisory and underwriting partially offset by lower principal investing gains; up 2% from 4Q03

• Provision expense increased $66 million largely driven by the addition of SouthTrust

• Linked quarter Combined up $51 million largely reflecting alignment of charge-off practices and slightly lower recoveries

• Other noninterest expense rose 5% driven by the addition of SouthTrust

• Combined expenses up 1% linked quarter, driven largely by higher retail brokerage expense; down 2% vs. 4Q03 on lower legal costs

(See Appendix, pages 18 - 22 for further detail)

MINORITYINTERESTINPRE-TAXINCOMEOFCONSOLIDATEDENTITIESISACCOUNTEDFORASANEXPENSEONOURINCOMESTATEMENT.MINORITYINTERESTINCLUDESTHEEXPENSEREPRESENTEDBY PRUDENTIAL FINANCIAL, INC.’S 38%OWNERSHIPINTERESTIN WACHOVIA SECURITIES FINANCIAL HOLDINGS, LLC (WSFH),INADDITIONTOTHEEXPENSEASSOCIATEDWITHOTHERMINORITYINTERESTSINOURCONSOLIDATEDSUBSIDIARIES.

THIS GAAPBASISMINORITYINTERESTEXPENSEISNOTACCOUNTEDFORINTHESAMEMANNERINTHEFINANCIALSTATEMENTSOF PRUDENTIAL FINANCIAL, INC. UNDERPURCHASEACCOUNTING,EACHENTITYCONTRIBUTINGBUSINESSESTO WSFHRECORDSFAIRVALUEADJUSTMENTSTOTHEASSETSANDLIABILITIESCONTRIBUTEDBYTHEOTHERENTITY. THEREFORE,THEAMOUNTREFLECTEDHEREINSHOULDNOTBEUSEDTOFORECASTTHEIMPACTOF PRUDENTIAL FINANCIAL’SMINORITYINTERESTIN WSFHONITSRESULTS.

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Wachovia 4Q04 Quarterly Earnings Report

OTHER FINANCIAL MEASURES

Performance Highlights	2004								2003		4 Q 04 vs 3 Q 04		4 Q 04 vs 4 Q 03
(Dollars in millions, except per share data)	Fourth Quarter			Third Quarter		Second Quarter		First Quarter	Fourth Quarter
Earnings excluding merger-related and restructuring expenses(a)(b)
Net income	$	1,501		1,318		1,299		1,299	1,175		14	%	28
Return on average assets		1.26	%	1.24		1.27		1.31	1.20		—		—
Return on average common stockholders’ equity		13.95		15.72		16.04		15.95	14.41		—		—
Overhead efficiency ratio (Tax-equivalent)		60.34		62.96		61.60		62.67	65.51		—		—
Overhead efficiency ratio excluding brokerage (Tax-equivalent)		55.01	%	57.56		55.50		56.69	60.08		—		—
Operating leverage (Tax-equivalent)	$	358		(30	)	(8	)	208	6		—	%	—
Earnings excluding merger-related and restructuring expenses, and other intangible amortization(a)(b)
Net income	$	1,575		1,380		1,366		1,368	1,249		14	%	26
Dividend payout ratio on common shares		44.23	%	38.10		38.83		38.83	37.23		—		—
Return on average tangible assets		1.38		1.33		1.38		1.42	1.32		—		—
Return on average tangible common stockholders’ equity		26.59		26.28		27.15		26.97	24.83		—		—
Overhead efficiency ratio (Tax-equivalent)		58.50		61.20		59.66		60.70	63.35		—		—
Overhead efficiency ratio excluding brokerage (Tax-equivalent)		52.79	%	55.44		53.12		54.23	57.39		—		—
Operating leverage (Tax-equivalent)	$	373		(38	)	(13	)	200	(1	)	—	%	—
Other financial data
Net interest margin		3.37	%	3.36		3.37		3.55	3.64		—		—
Fee and other income as % of total revenue		45.50		46.21		47.33		48.62	47.05		—		—
Effective income tax rate		31.20		30.71		32.19		32.73	29.76		—		—
Tax rate (Tax-equivalent)(c)		33.14	%	33.04		34.44		34.93	32.57		—		—
Asset quality
Allowance for loan losses as % of loans, net		1.23	%	1.33		1.35		1.40	1.42		—		—
Allowance for credit losses as % of loans, net		1.30		1.41		1.43		1.49	1.51		—		—
Allowance for loan losses as % of nonperforming assets		251		258		241		218	205		—		—
Net charge-offs as % of average loans, net		0.23		0.15		0.17		0.13	0.39		—		—
Nonperforming assets as % of loans, net, foreclosed properties and loans held for sale		0.53	%	0.50		0.55		0.63	0.69		—		—
Capital adequacy
Tier 1 capital ratio(d)		7.93	%	8.34		8.36		8.54	8.52		—		—
Tangible capital ratio (including FAS 115/133)		5.15		5.06		4.96		5.25	5.15		—		—
Tangible capital ratio (excluding FAS 115/133)		4.99		4.84		4.85		4.85	4.83
Leverage ratio(d)		6.38	%	6.21		6.23		6.33	6.36		—		—
Other
Average diluted common shares		1,518		1,316		1,320		1,326	1,332		15	%	14
Actual common shares		1,588		1,308		1,309		1,312	1,312		21		21
Dividends paid per common share	$	0.46		0.40		0.40		0.40	0.35		15		31
Book value per common share		29.79		25.92		24.93		25.42	24.71		15		21
Common stock price		52.60		46.95		44.50		47.00	46.59		12		13
Market capitalization	$	83,537		61,395		58,268		61,650	61,139		36		37
Common stock price to book value		177	%	181		178		185	189		—		—
FTE employees		96,030		84,503		85,042		85,460	86,114		14		12
Total financial centers/brokerage offices		4,004		3,247		3,271		3,305	3,360		23		19
ATMs		5,321		4,395		4,396		4,404	4,408		21	%	21

^(a) See tables on page 3, and on pages 41 through 44 for reconciliation to earnings prepared in accordance with GAAP.

^(b) See page 4 for the most directly comparable GAAP financial measure and pages 41 through 44 for reconciliation to earnings prepared in accordance with GAAP.

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

^(d) The fourth quarter of 2004 is based on estimates.

KEY POINTS

• Cash overhead efficiency ratio improved to 58.50%

• Tax-equivalent tax rate increased to 33.14%

• Leverage ratio of 6.38% higher due to effect of timing of SouthTrust consummation; we estimate that in a normalized quarter the leverage ratio would have been approximately 6.10%

• Average diluted shares up 202 million reflecting the addition of 298 million shares associated with SouthTrust merger and the net effect of employee stock option activity, partially offset by the net effect of open market purchases of 20.7 million shares at an average cost of $52.73 per share, and purchase of 5 million shares at an average cost of $47.34 relating to settlement of equity collar transactions

(See Appendix, pages 18 - 22 for further detail)

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Wachovia 4Q04 Quarterly Earnings Report

LOANAND DEPOSIT GROWTH

Average Balance Sheet Data	2004					2003	4 Q 04 vs 3 Q 04		4 Q 04 vs 4 Q 03		Combined
(In millions)	Fourth Quarter		Third Quarter	Second Quarter	First Quarter	Fourth Quarter					Fourth Quarter		Third Quarter	4Q04 vs 3Q04
Assets
Trading assets	$	36,517	32,052	26,135	20,956	20,038	14	%	82		$	36,537	32,155	14	%
Securities		103,879	101,493	100,209	98,222	94,584	2		10			107,738	113,045	(5	)
Commercial loans, net
General Bank		69,584	53,068	52,085	50,872	50,500	31		38			77,689	77,276	1
Corporate and Investment Bank		35,685	33,233	29,809	29,696	30,815	7		16			36,200	34,777	4
Other		11,330	10,559	10,213	9,800	9,313	7		22			11,587	11,222	3
Total commercial loans, net		116,599	96,860	92,107	90,368	90,628	20		29			125,476	123,275	2
Consumer loans, net		79,928	71,692	71,535	68,813	68,972	11		16			83,510	81,992	2
Total loans, net		196,527	168,552	163,642	159,181	159,600	17		23			208,986	205,267	2
Loans held for sale		21,405	17,119	15,603	12,759	10,627	25		—			21,634	17,773	22
Other earning assets(a)		39,162	40,693	39,258	39,202	37,425	(4	)	5			39,174	40,734	(4	)
Total earning assets		397,490	359,909	344,847	330,320	322,274	10		23			414,069	408,974	1
Cash		11,870	11,159	11,254	10,957	10,728	6		11			12,208	12,176	—
Other assets		63,071	53,331	54,973	57,411	55,985	18		13			67,474	66,377	2
Total assets	$	472,431	424,399	411,074	398,688	388,987	11	%	21		$	493,751	487,527	1	%
Liabilities and Stockholders’ Equity
Core interest-bearing deposits		202,398	181,556	173,343	162,070	148,413	11		36			209,893	203,776	3
Foreign and other time deposits		19,424	15,256	14,883	15,349	18,168	27		7			22,231	24,716	(10	)
Total interest-bearing deposits		221,822	196,812	188,226	177,419	166,581	13		33			232,124	228,492	2
Short-term borrowings		77,657	77,547	75,586	75,053	81,569	—		(5	)		79,378	81,589	(3	)
Long-term debt		44,010	39,951	37,840	37,269	35,855	10		23			46,302	46,785	(1	)
Total interest-bearing liabilities		343,489	314,310	301,652	289,741	284,005	9		21			357,804	356,866	—
Noninterest-bearing deposits		58,229	51,433	50,466	46,603	45,696	13		27			60,143	56,917	6
Other liabilities		28,069	25,410	26,460	29,607	27,145	10		3			28,414	26,483	7
Total liabilities		429,787	391,153	378,578	365,951	356,846	10		20			446,361	440,266	1
Stockholders’ equity		42,644	33,246	32,496	32,737	32,141	28		33			47,390	47,261	—
Total liabilities and stockholders’ equity	$	472,431	424,399	411,074	398,688	388,987	11	%	21		$	493,751	487,527	1	%
(a)      Includes interest-bearing bank balances, federal funds sold and securities purchased under resale agreements.
Memoranda
Low-cost core deposits	$	216,821	194,404	184,094	167,765	154,176	12	%	41		$	223,692	214,481	4	%
Other core deposits		43,806	38,585	39,715	40,908	39,933	14		10			46,344	46,173	—
Total core deposits	$	260,627	232,989	223,809	208,673	194,109	12	%	34		$	270,036	260,693	4	%

KEY POINTS

• Trading assets up 14% largely due to growth in interest rate products business and trading asset warehouses

• Average VAR remained relatively stable at $20 million from $19 million in 3Q04

• Securities increased $2.4 billion largely reflecting the addition of SouthTrust

• Average duration of investment securities increased to 2.8 years from 2.6 years at 3Q04 consistent with the liquidation of $8 billion in floating rate, shorter duration securities

• Combined securities declined as planned reflecting sale of $8 billion of high quality lower-spread floating rate securities and a $4.5 billion reduction due to a securitization that was unwound

• Commercial loans increased $19.7 billion or 20%; Combined commercial loans up 2% reflecting strength in large corporate and middle-market lending

• Consumer loans grew 11% due largely to SouthTrust merger; Combined consumer loans up 2% on higher real-estate secured

• Total earning assets include $20.2 billion of consumer loans held for sale and $6.0 billion of margin loans

• Loans held for sale increase included $3.9 billion associated with a securitization that was unwound

• Core deposits were up 12% and up 34% from 4Q03 driven by the addition of SouthTrust

• Core deposits were up 4% linked quarter on a Combined basis on strength in both consumer and commercial; up 23% vs. 4Q03

• Long-term debt increased 10% and 23% from 4Q03 largely reflecting new issuances and the impact of the SouthTrust merger; declined modestly on a Combined basis

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

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Wachovia 4Q04 Quarterly Earnings Report

FEEAND OTHER INCOME

Fee and Other Income	2004							2003		4 Q 04 vs 3 Q 04		4 Q 04 vs 4 Q 03		Combined
(In millions)	Fourth Quarter			Third Quarter		Second Quarter	First Quarter	Fourth Quarter						Fourth Quarter			Third Quarter		4Q04 vs 3Q04
Service charges	$	519		499		489	471	436		4	%	19		$	540		567		(5	)%
Other banking fees		343		313		301	269	250		10		37			357		355		1
Commissions		620		568		657	756	732		9		(15	)		623		576		8
Fiduciary and asset management fees		700		668		700	704	700		5		—			702		677		4
Advisory, underwriting and other investment banking fees		271		237		203	200	223		14		22			271		237		14
Trading account profits (losses)		(16	)	(60	)	34	77	14		73		—			(16	)	(58	)	72
Principal investing		7		201		15	38	(13	)	(97	)	—			7		201		(97	)
Securities gains (losses)		23		(71	)	36	2	(24	)	—		—			23		(71	)	—
Other income		337		246		172	250	295		37		14			332		280		19
Total fee and other income	$	2,804		2,601		2,607	2,767	2,613		8	%	7		$	2,839		2,764		3	%

KEY POINTS

• Fee and other income increased 8% and 7% vs. 4Q03 largely reflecting the addition of SouthTrust

• Up $75 million, or 3%, on a Combined basis reflecting higher retail brokerage activity, advisory and underwriting activity

• Combined results reflect a net decline of $6 million from trading, principal investing, securities gains/losses and other income

• Service charges were up 4%, and up 19% from 4Q03 reflecting the merger with SouthTrust

• Combined results down 5% reflecting a decline in commercial DDA service charges related to commercial deposit balances covering more fees due to higher rate environment; up $35 million from 4Q03 on stronger consumer service charges

• Other banking fees rose 10%; up 37% over 4Q03 reflecting merger with SouthTrust

• Combined results up 1% linked quarter and up 19% over 4Q03 driven by higher debit card interchange revenue and higher commercial mortgage banking fees

• Commissions grew 9% linked quarter largely on higher retail brokerage activity; down 15% from a more robust 4Q03

• Fiduciary and asset management fees increased 5% primarily on higher asset valuations; flat with 4Q03

• Advisory, underwriting and other investment banking fees rose 14% or $34 million; up 22% vs. 4Q03

• Linked quarter results were driven by strength in structured products, equity capital markets, equity-linked products and M&A results

• Trading account losses were $16 million versus losses of $60 million in 3Q04 on stronger results in interest rate products and lower losses on economic hedges on non-trading assets

• Offsetting increase in value of hedged assets not reflected in income statement results

• Principal investing net gains of $7 million were $194 million lower than 3Q04 and $20 million higher than 4Q03

• Securities gains of $23 million include $11 million of gains in Corporate and Investment Banking

• Other income rose $91 million from 3Q04 results and reflects the addition of SouthTrust; also driven by higher securitization income

(See Appendix, page 21 for further detail)

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Wachovia 4Q04 Quarterly Earnings Report

NONINTEREST EXPENSE

Noninterest Expense	2004					2003	4 Q 04 vs 3 Q 04		4 Q 04 vs 4 Q 03		Combined
(In millions)	Fourth Quarter		Third Quarter	Second Quarter	First Quarter	Fourth Quarter					Fourth Quarter		Third Quarter	4Q04 vs 3Q04
Salaries and employee benefits	$	2,239	2,118	2,164	2,182	2,152	6	%	4		$	2,334	2,297	2	%
Occupancy		260	234	224	229	244	11		7			270	263	3
Equipment		272	268	253	259	285	1		(5	)		280	291	(4	)
Advertising		51	46	48	48	56	11		(9	)		54	49	10
Communications and supplies		163	149	157	151	156	9		4			168	163	3
Professional and consulting fees		179	134	126	109	146	34		23			183	139	32
Sundry expense		441	496	314	477	481	(11	)	(8	)		454	521	(13	)
Other noninterest expense		3,605	3,445	3,286	3,455	3,520	5		2			3,743	3,723	1
Merger-related and restructuring expenses		116	127	102	99	135	(9	)	(14	)		116	127	(9	)
Other intangible amortization		113	99	107	112	120	14		(6	)		125	133	(6	)
Total noninterest expense	$	3,834	3,671	3,495	3,666	3,775	4	%	2		$	3,984	3,983	—	%

KEY POINTS

• Other noninterest expense rose 5% and 2% vs. 4Q03; on a Combined basis up 1% and down 2% vs. 4Q03

• Salaries and employee benefits were 6% higher; up 2% on a Combined basis driven by higher retail brokerage compensation

• Occupancy expense up 11%; up 3% on a Combined basis largely reflecting de novo branch investments

• Opened 46 de novo branches during the quarter

• Professional and consulting fees increased $45 million on higher seasonal billings

• Sundry expense declined $55 million largely due to lower legal costs compared with higher 3Q04 levels

(See Appendix, page 22 for further detail)

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Wachovia 4Q04 Quarterly Earnings Report

CONSOLIDATED RESULTS - SEGMENT SUMMARY
Wachovia Corporation							Twelve Months Ended December 31,
Performance Summary “Combined”	Total Corporation				2004 vs 2003		General Bank				2004 vs 2003
(In millions)	2004			2003			2004			2003
Income statement data
Net interest income(Tax-equivalent)	$	13,612		12,534	9	%	$	9,297		8,779	6	%
Fee and other income		11,367		10,197	11			2,829		2,715	4
Intersegment revenue		—		—	—			172		183	—
Total revenue(Tax-equivalent)		24,979		22,731	10			12,298		11,677	5
Provision for credit losses		347		715	(51	)		389		578	(33	)
Noninterest expense		15,363		14,178	8			6,443		6,392	1
Minority interest		297		174	71			—		—	—
Income taxes(Tax-equivalent)		3,032		2,534	20			1,984		1,718	15
Segment earnings	$	5,940		5,130	16	%	$	3,482		2,989	16	%
Performance and other data
Cash overhead efficiency ratio(Tax-equivalent)		59.31	%	59.49	—			52.39	%	54.74	—
Average loans, net	$	202,263		192,883	5	%	$	154,008		143,680	7	%
Average core deposits	$	254,555		208,745	22	%	$	193,893		176,708	10	%

Wachovia Corporation	Twelve Months Ended December 31,
Performance Summary “Combined”	Segment Earnings			2004 vs 2003
	2004		2003
Capital Management	$	542	447	21	%
Wealth Management		209	165	27
Corporate and Investment Bank	$	1,734	1,196	45	%

Wachovia Corporation	Three Months Ended December 31, 2004
Performance Summary	General Bank			Capital Management	Wealth Management	Corporate and Investment Bank	Parent	Merger- Related and Restructuring Expenses		Total Corporation
(In millions)
Income statement data
Total revenue(Tax-equivalent)	$	3,003		1,367	279	1,281	231	—		6,161
Noninterest expense		1,533		1,146	197	657	185	116		3,834
Minority interest		—		—	—	—	83	(29	)	54
Segment earnings	$	868		140	54	392	47	(53	)	1,448
Performance and other data
Economic profit	$	671		103	38	228	46	—		1,086
Risk adjusted return on capital (RAROC)		51.73	%	40.70	48.11	28.71	20.15	—		38.80
Economic capital, average	$	6,545		1,373	403	5,120	2,112	—		15,553
Cash overhead efficiency ratio(Tax-equivalent)		51.04	%	83.87	70.13	51.29	31.08	—		58.50
FTE employees		43,388		19,579	3,833	4,763	24,467	—		96,030
Business mix/Economic capital
Based on total revenue		48.74	%	22.19	4.53	20.79
Based on segment earnings		57.83		9.33	3.60	26.12
Average economic capital change (4Q04 vs. 4Q03)		18	%	—	4	—

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Wachovia 4Q04 Quarterly Earnings Report

GENERAL BANK

This segment includes Retail and Small Business, and Commercial.

General Bank	2004						2003	4 Q 04 vs 3 Q 04		4 Q 04 vs 4 Q 03		Combined
Performance Summary	Fourth Quarter			Third Quarter	Second Quarter	First Quarter	Fourth Quarter					Fourth Quarter			Third Quarter	4Q04 vs 3Q04
(In millions)
Income statement data
Net interest income(Tax-equivalent)	$	2,295		1,994	1,901	1,856	1,875	15	%	22		$	2,423		2,372	2	%
Fee and other income		661		601	600	569	501	10		32			698		726	(4	)
Intersegment revenue		47		43	40	38	49	9		(4	)		48		44	9
Total revenue(Tax-equivalent)		3,003		2,638	2,541	2,463	2,425	14		24			3,169		3,142	1
Provision for credit losses		108		74	65	68	145	46		(26	)		114		93	23
Noninterest expense		1,533		1,366	1,310	1,327	1,396	12		10			1,645		1,621	1
Income taxes(Tax-equivalent)		494		436	423	387	322	13		53			511		520	(2	)
Segment earnings	$	868		762	743	681	562	14	%	54		$	899		908	(1	)%
Performance and other data
Economic profit	$	671		595	567	498	417	13	%	61
Risk adjusted return on capital (RAROC)		51.73	%	56.54	54.47	48.29	40.72	—		—
Economic capital, average	$	6,545		5,200	5,249	5,370	5,562	26		18
Cash overhead efficiency ratio(Tax-equivalent)		51.04	%	51.82	51.53	53.86	57.54	—		—			51.89	%	51.61	—	%
Lending commitments	$	93,394		76,592	73,372	69,977	65,457	22		43
Average loans, net		147,304		124,574	122,040	118,161	116,372	18		27		$	157,824		155,929	1
Average core deposits	$	192,062		170,329	166,481	160,819	158,128	13		21		$	200,867		196,282	2	%
FTE employees		43,388		34,481	34,488	34,383	34,552	26	%	26

General Bank Key Metrics	2004				2003	4 Q 04 vs 3 Q 04		4 Q 04 vs 4 Q 03
	Fourth Quarter	Third Quarter	Second Quarter	First Quarter	Fourth Quarter
Customer overall satisfaction score(a)	6.59	6.57	6.57	6.58	6.57	—	%	—
New/Lost ratio	1.45	1.44	1.38	1.41	1.28	1		13
Online active customers(In thousands)(b)	2,736	2,548	2,514	2,240	2,144	7		28
Financial centers	3,283	2,507	2,519	2,531	2,565	31	%	28

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

^(b) Retail and small business.

SouthTrust Integration	2004		Goal		% of Goal Complete
	Fourth Quarter
Merger costs(Dollars in millions)	$	101	$	700	14	%
Position reductions		733		4,300	17
Branches consolidated		—		175-200	—	%

SEGMENTEARNINGS $868MILLION,UP 14%ANDUP 54%FROM 4Q03

• Revenue of $3.0 billion increased 14% and was up 24% from 4Q03 driven by the addition of SouthTrust and strong year-over-year loan and deposit growth

• Combined net interest income results reflect continued balance sheet momentum

• Combined fees down 4% from 3Q04 as commercial customers’ compensating balances covered more fees due to rising rates; Combined fees up 11% vs. 4Q03 driven by stronger consumer DDA charges aided by strong growth in no-fee and interest checking

• Expenses up 12% due to addition of SouthTrust

• Combined expenses up 1% primarily due to higher personnel costs at SouthTrust in connection with the merger; 3Q04 expenses included higher legal costs

• Average loans up 18% due to addition of SouthTrust; average core deposits up 13%

• Combined loans up 1% linked quarter and 8% vs. 4Q03, with particular linked quarter strength in commercial and year-over-year in retail

• Combined core deposits up 2% linked quarter and 10% vs. 4Q03; strength primarily in DDA and interest checking

• Sustained industry-leading customer satisfaction scores and record customer loyalty

• Merger integration proceeding as planned; during 1Q05 merged bank charters and regulatory mandated branch sales expected to close in February 2005

(See Appendix, pages 23 - 25 for further discussion of business unit results)

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Wachovia 4Q04 Quarterly Earnings Report

CAPITAL MANAGEMENT

This segment includes Asset Management and Retail Brokerage Services.

Capital Management Performance Summary	2004									2003		4 Q 04 vs 3 Q 04		4 Q 04 vs 4 Q 03		Combined
(In millions)	Fourth Quarter			Third Quarter		Second Quarter		First Quarter		Fourth Quarter						Fourth Quarter			Third Quarter		4Q04 vs 3Q04
Income statement data
Net interest income(Tax-equivalent)	$	155		152		131		117		95		2	%	63		$	156		154		1	%
Fee and other income		1,222		1,131		1,245		1,350		1,327		8		(8	)		1,227		1,144		7
Intersegment revenue		(10	)	(13	)	(12	)	(13	)	(17	)	23		41			(10	)	(14	)	(29	)
Total revenue(Tax-equivalent)		1,367		1,270		1,364		1,454		1,405		8		(3	)		1,373		1,284		7
Provision for credit losses		—		—		—		—		—		—		—			—		—		—
Noninterest expense		1,146		1,096		1,144		1,222		1,196		5		(4	)		1,152		1,109		4
Income taxes(Tax-equivalent)		81		63		80		84		76		29		7			81		64		27
Segment earnings	$	140		111		140		148		133		26	%	5		$	140		111		26	%
Performance and other data
Economic profit	$	103		76		103		110		95		36	%	8
Risk adjusted return on capital (RAROC)		40.70	%	34.82		42.24		42.44		38.48		—		—
Economic capital, average	$	1,373		1,267		1,335		1,402		1,374		8		—
Cash overhead efficiency ratio(Tax-equivalent)		83.87	%	86.29		83.86		84.04		85.08		—		—			83.99	%	86.40		—	%
Average loans, net	$	370		346		254		139		156		7		—		$	370		346		7
Average core deposits	$	31,527		29,099		24,734		18,348		7,004		8		—		$	31,676		29,577		7	%
FTE employees		19,579		19,350		19,461		19,581		19,937		1	%	(2	)

Capital Management Key Metrics	2004					2003	4 Q 04 vs 3 Q 04		4 Q 04 vs 4 Q 03
(In millions)	Fourth Quarter		Third Quarter	Second Quarter	First Quarter	Fourth Quarter
Separate account assets	$	149,913	142,407	143,368	146,405	137,267	5	%	9
Mutual fund assets		106,408	106,831	104,217	104,154	109,359	—		(3	)
Total assets under management(a)		256,321	249,238	247,585	250,559	246,626	3		4
Securities lending		40,885	36,123	36,500	36,200	—	13		—
Total assets under management and securities lending	$	297,206	285,361	284,085	286,759	246,626	4		21
Gross fluctuating mutual fund sales	$	3,048	2,830	3,884	4,378	3,892	8		(22	)
Full-service financial advisors series 7		8,017	7,964	8,009	8,133	8,192	1		(2	)
Financial center advisors series 6		2,502	2,594	2,871	3,081	3,270	(4	)	(23	)
Broker client assets	$	652,500	615,900	618,800	623,000	603,100	6		8
Customer receivables including margin loans	$	6,028	6,050	6,161	6,143	6,097	—		(1	)
Brokerage offices(Actual)		3,971	3,215	3,239	3,273	3,328	24	%	19

^(a) Includes $65 billion in assets managed for Wealth Management which are also reported in that segment.

Retail Brokerage Integration	2004					2003	Goal		% of Goal Complete
	Fourth Quarter		Third Quarter	Second Quarter	First Quarter
Merger costs(Dollars in millions)	$	74	99	432	90	203	1,020	(a)	88	%
Position reductions		989	299	126	107	84	1,750		92
Real estate square footage reduction(In millions)		1.2	0.2	0.2	0.2	0.5	2.7		85
Branches consolidated		40	23	32	24	22	144		98	%

^(a) Lowered original estimate of $1.128 billion by $108 million.

SEGMENTEARNINGSOF $140MILLION,UP 26%

• Total revenue up 8% linked quarter; down 3% from 4Q03

• Fee and other income increased 8% largely due to improved retail brokerage activity and improvement in fiduciary and asset management fees on higher market valuations

• Expenses rose 5%, reflecting higher volume-driven incentives, and were down 4% from 4Q03

• AUM rose 3% reflecting higher market valuations and the addition of SouthTrust, partially offset by net money market outflows including the transfer of money market funds to FDIC-insured sweep product

• Retail brokerage merger integration nearing completion

• 40 branches consolidated during the quarter

• Client asset levels $115 billion higher than at deal announcement

(See Appendix, pages 26 - 27 for further discussion of business unit results)

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Wachovia 4Q04 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	2004							2003	4 Q 04 vs 3 Q 04		4 Q 04 vs 4 Q 03		Combined
(In millions)	Fourth Quarter			Third Quarter		Second Quarter	First Quarter	Fourth Quarter					Fourth Quarter			Third Quarter	4Q04 vs 3Q04
Income statement data
Net interest income(Tax-equivalent)	$	140		131		120	115	114	7	%	23		$	142		138	3	%
Fee and other income		138		136		144	141	138	1		—			140		140	—
Intersegment revenue		1		2		2	1	2	(50	)	(50	)		1		2	(50	)
Total revenue(Tax-equivalent)		279		269		266	257	254	4		10			283		280	1
Provision for credit losses		—		(1	)	—	—	1	—		—			—		—	—
Noninterest expense		197		189		190	186	187	4		5			199		194	3
Income taxes(Tax-equivalent)		28		30		28	26	25	(7	)	12			30		31	(3	)
Segment earnings	$	54		51		48	45	41	6	%	32		$	54		55	(2	)%
Performance and other data
Economic profit	$	38		36		33	30	26	6	%	46
Risk adjusted return on capital (RAROC)		48.11	%	49.26		46.86	42.58	37.35	—		—
Economic capital, average	$	403		374		375	381	386	8		4
Cash overhead efficiency ratio(Tax-equivalent)		70.13	%	70.34		71.54	72.50	74.24	—		—			69.97	%	69.41	—	%
Lending commitments	$	4,830		4,497		4,445	4,117	4,012	7		20
Average loans, net		12,326		11,481		10,878	10,393	9,936	7		24		$	12,502		11,996	4
Average core deposits	$	12,998		12,462		12,230	11,576	11,333	4		15		$	13,125		12,819	2	%
FTE employees		3,833		3,628		3,674	3,745	3,791	6	%	1

Wealth Management Key Metrics	2004					2003	4 Q 04 vs 3 Q 04		4 Q 04 vs 4 Q 03
(In millions)	Fourth Quarter		Third Quarter	Second Quarter	First Quarter	Fourth Quarter
Investment assets under administration	$	119,582	107,764	108,739	109,239	107,177	11	%	12
Assets under management(a)	$	64,673	58,693	59,401	59,602	59,010	10		10
Client relationships(Actual)		52,551	51,926	66,624	70,630	70,897	1		(26	)
Wealth Management advisors(Actual)		1,010	927	958	954	960	9	%	5

^(a) These assets are managed by and reported in Capital Management. Historical periods have been restated to reflect the transfer of assets from Wealth Management to other channelsthat best meet client needs.

SEGMENTEARNINGSOF $54MILLION,UP 6%AND 32%FROM 4Q03

• Net interest income up 7% and up 23% from 4Q03 on continued strong growth of 7% in both commercial and consumer loans and deposit growth of 4% as well as the impact of the SouthTrust merger

• Fee and other income was up slightly and flat from 4Q03 as record sales and higher market valuations drove improvement in trust and investment management fees which were offset by lower insurance commissions

• Cash overhead efficiency ratio of 70.13% improved 21 bps linked quarter and 411 bps from 74.24% in 4Q03

• AUM grew 10% largely reflecting higher market valuations and the effect of the Tanager and SouthTrust acquisitions

(See Appendix, page 28 for further discussion of business unit results)

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Wachovia 4Q04 Quarterly Earnings Report

CORPORATEAND INVESTMENT BANK

This segment includes Corporate Lending, Investment Banking, Global Treasury and Trade Finance, and Principal Investing.

Corporate and Investment Bank Performance Summary	2004									2003		4 Q 04 vs 3 Q 04		4 Q 04 vs 4 Q 03		Combined
(In millions)	Fourth Quarter			Third Quarter		Second Quarter		First Quarter		Fourth Quarter						Fourth Quarter			Third Quarter		4Q04 vs 3Q04
Income statement data
Net interest income(Tax-equivalent)	$	634		597		613		597		589		6	%	8		$	636		607		5	%
Fee and other income		685		787		716		743		621		(13	)	10			685		794		(14	)
Intersegment revenue		(38	)	(33	)	(30	)	(27	)	(34	)	15		12			(38	)	(33	)	15
Total revenue(Tax-equivalent)		1,281		1,351		1,299		1,313		1,176		(5	)	9			1,283		1,368		(6	)
Provision for credit losses		4		(15	)	(4	)	(26	)	35		—		(89	)		6		(13	)	—
Noninterest expense		657		679		616		617		648		(3	)	1			661		685		(4	)
Income taxes(Tax-equivalent)		228		252		254		265		183		(10	)	25			226		257		(12	)
Segment earnings	$	392		435		433		457		310		(10	)%	26		$	390		439		(11	)%
Performance and other data
Economic profit	$	228		271		275		282		162		(16	)%	41
Risk adjusted return on capital (RAROC)		28.71	%	33.20		34.25		34.70		23.46		—		—
Economic capital, average	$	5,120		4,845		4,756		4,791		5,134		6		—
Cash overhead efficiency ratio(Tax-equivalent)		51.29	%	50.22		47.50		46.95		55.06		—		—			51.50	%	50.14		—	%
Lending commitments	$	84,037		77,007		75,295		71,147		69,728		9		21
Average loans, net		35,691		33,240		29,816		29,702		30,822		7		16		$	36,206		34,783		4
Average core deposits	$	21,434		19,366		18,712		16,691		16,422		11		31		$	21,473		19,481		10	%
FTE employees		4,763		4,552		4,525		4,355		4,317		5	%	10

Corporate and Investment Bank	2004					2003		4 Q 04 vs 3 Q 04		4 Q 04 vs 4 Q 03
Sub-segment Revenue (In millions)	Fourth Quarter		Third Quarter	Second Quarter	First Quarter	Fourth Quarter
Investment Banking	$	610	498	575	583	462		22	%	32
Corporate Lending		411	411	474	461	492		—		(16	)
Global Treasury and Trade Finance		257	244	241	236	235		5		9
Principal Investing		3	198	9	33	(13	)	(98	)	(123	)
Total revenue(Tax-equivalent)	$	1,281	1,351	1,299	1,313	1,176		(5	)%	9
Memoranda
Total net trading revenue(Tax-equivalent)	$	231	186	256	299	220		24	%	5

SEGMENTEARNINGSOF $392MILLIONDOWN 10%FROM 3Q04,WHICHINCLUDED $201MILLIONOFNETPRINCIPALINVESTINGGAINS;UP 26%FROM 4Q03

• Revenue of $1.3 billion decreased 5% linked quarter and increased 9% from 4Q03

• Net interest income up 6% driven by increased trading assets, core deposit growth and higher dividends received; up 8% from 4Q03

• Fee and other income decreased 13% from 3Q04, which included $201 million of net principal investing gains; non-principal investing fee and other income rose 16%, or $92 million, on strong trading profits and record advisory and underwriting fees

• Provision expense of $4 million reflects gross charge-offs of $23 million, or 26 bps of average loans, recoveries of $9 million, which were lower than 3Q04, and resolution of other credit losses of $10 million

• Expenses decreased 3% on lower variable costs and overhead

• Average loans increased $2.5 billion linked quarter, driven by growth in asset-based and large corporate lending as well as the addition of $1.0 billion of SouthTrust loans; average loans increased $4.9 billion from 4Q03 largely due to the 2Q04 resolution of commercial leasing tax matters and the addition of SouthTrust

(See Appendix, pages 29 – 32 for further discussion of business unit results)

Page - 13

Wachovia 4Q04 Quarterly Earnings Report

ASSET QUALITY

Asset Quality	2004									2003		4 Q 04 vs 3 Q 04		4 Q 04 vs 4 Q 03
(In millions)	Fourth Quarter			Third Quarter		Second Quarter		First Quarter		Fourth Quarter
Nonperforming assets
Nonaccrual loans	$	955		798		863		968		1,035		20	%	(8	)
Foreclosed properties		145		101		104		103		111		44		31
Total nonperforming assets	$	1,100		899		967		1,071		1,146		22	%	(4	)
as % of loans, net and foreclosed properties		0.49	%	0.51		0.56		0.64		0.69		—		—
Nonperforming assets in loans held for sale	$	157		57		68		67		82		—	%	91
Total nonperforming assets in loans and in loans held for sale	$	1,257		956		1,035		1,138		1,228		31	%	2
as % of loans, net, foreclosed properties and loans held for sale		0.53	%	0.50		0.55		0.63		0.69		—		—
Allowance for credit losses(a)
Allowance for loan losses, beginning of period	$	2,324		2,331		2,338		2,348		2,474		—	%	(6	)
Former SouthTrust balance, November 1, 2004		510		—		—		—		— ��		—		—
Net charge-offs		(115	)	(65	)	(68	)	(52	)	(156	)	77		(26	)
Allowance relating to loans transferred or sold		(51	)	3		(3	)	(9	)	(57	)	—		(11	)
Provision for credit losses related to loans transferred or sold(b)		(6	)	(8	)	(9	)	(8	)	24		(25	)	—
Provision for credit losses		95		63		73		59		63		51		51
Allowance for loan losses, end of period		2,757		2,324		2,331		2,338		2,348		19		17
Reserve for unfunded lending commitments, beginning of period		134		146		149		156		157		(8	)	(15	)
Provision for credit losses		20		(12	)	(3	)	(7	)	(1	)	—		—
Reserve for unfunded lending commitments, end of period		154		134		146		149		156		15		(1	)
Allowance for credit losses	$	2,911		2,458		2,477		2,487		2,504		18	%	16
Allowance for loan losses
as % of loans, net		1.23	%	1.33		1.35		1.40		1.42		—		—
as % of nonaccrual and restructured loans(c)		289		291		270		242		227		—		—
as % of nonperforming assets(c)		251		258		241		218		205		—		—
Allowance for credit losses
as % of loans, net		1.30	%	1.41		1.43		1.49		1.51		—		—
Net charge-offs	$	115		65		68		52		156		77	%	(26	)
Commercial, as % of average commercial loans		0.20	%	0.05		0.08		(0.05	)	0.31		—		—
Consumer, as % of average consumer loans		0.28		0.30		0.28		0.36		0.50		—		—
Total, as % of average loans, net		0.23	%	0.15		0.17		0.13		0.39		—		—
Past due loans, 90 days and over, and nonaccrual loans(c)
Commercial, as a % of loans, net		0.56	%	0.57		0.66		0.78		0.87		—		—
Consumer, as a % of loans, net		0.80	%	0.89		0.86		0.77		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

• Net charge-offs of $115 million, or 23 bps of average loans, increased $50 million reflecting higher gross charge-offs of $160 million, or 33 bps, and lower recoveries totaling $45 million

• NPAs remained low at 53 bps

• Provision expense of $109 million increased $66 million and included a $6 million net benefit associated with recovery of lower of cost or market losses on loans and commitments previously carried in loans held for sale

• Allowance for loan losses totaled $2.8 billion or 1.23% of net loans; reflects transfer of low-risk consumer loan assets to loan portfolio from held for sale and selected SouthTrust loans to held for sale

• Allowance for loan losses to nonaccrual loans remained strong at 289% vs 291% in 3Q04

• Continued proactive portfolio management actions

• Sold $190 million of commercial exposure out of the loan portfolio including $140 million of outstandings, of which $24 million were nonperforming loans

• Also transferred $498 million of commercial loan exposure, including $410 million outstanding, and $357 million of consumer loans to held for sale

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

Page - 14

Wachovia 4Q04 Quarterly Earnings Report

2004 – ANOTHER STRONG PERFORMANCE

CONTINUINGTODELIVERONOURPROMISES

Outlook in review	January Outlook
	2002	2003		2004
Revenue	þ	þ		þ
Expense	þ	x	PRU	x	SOTR
Charge-offs	þ	þ		þ
Capital ratios	þ	þ		x	SOTR
Long-term EPS growth 10%+	þ	þ		þ
þ    met or exceeded outlook
x    did not achieve outlook

DELIVERING INDUSTRY-LEADING RESULTS

• EPS up 20% from 2003, third straight year of double-digit EPS growth

• Increased dividend 31% from 4Q03

• Total Return

• – 2004 total return of 17%, outperformed the BKX, S&P 500 and DJIA

• – Three-year total return up 84%, ranked 1^st among top 20 U.S. banks

Page - 15

Wachovia 4Q04 Quarterly Earnings Report

EFFICIENCY INITIATIVE UPDATE

Overhead efficiency ratio targets to be achieved through a combination of

revenue growth initiatives and expense reductions

	2004						Estimated Range 2007(4)
Overhead Efficiency Ratio	As Reported (1)		Combined (2)		Adjusted (3)
Top 20 U.S. Banks Median (3Q04 YTD)	56.0	%
Wachovia	60.0	%	59.3	%	56.7	%	52 - 55	%
GBG	52.0	%	52.4	%	49.8	%	45 - 47	%
CMG	84.5	%	84.6	%	79.4	%	75 - 77	%
WM	71.1	%	70.4	%	69.1	%	60 - 62	%
CIB	49.0	%	49.0	%	48.4	%	49 - 51	%

2007 Expense Growth Reduction Goal	Up to $1 billion in efficiency improvement
Currently Identified Savings Opportunities:
Total Expense Growth Reduction by 2007	$400 - $500 million annually
Position reductions through 2007	3,500 to 4,000 (20% expected via attrition)
Included in 2005 Outlook	$150 million
Implementation Costs	Not expected to affect reported earnings; included in 2005 outlook
Identified Areas of Opportunity:
•      Staffing Effectiveness and Efficiency	•      Sales and Service Effectiveness
•      End-to-End Process Improvements	•      Line of Business Effectiveness
•      Outsourcing
Expected Areas of Reinvestment:
•      De novo branches in high growth markets	Expect to reinvest approximately 30-50% of identified savings into high-growth opportunities in existing businesses
•      Hiring personnel in high-growth businesses (retail brokerage, small business, wealth management, sales and trading, underwriting)
•      Customer facing systems/service improvements (e.g. mortgage, ATM, brokerage)

⁽¹⁾ Computed by dividing total expenses (by segment, if applicable) by total revenue (by segment, if applicable), excluding merger-related and restructuring expenses, changes in accounting principle and intangible amortization. Please see pages 41 through 44 for a reconciliation to generally accepted accounting principles (GAAP) for Wachovia consolidated results.

⁽²⁾ Represents “Combined” data, calculated as in note (1) above, assuming Wachovia and SouthTrust had merged on 1/1/04. See Wachovia’s Current Report on Form 8-K dated 1/19/05 for further information.

⁽³⁾ Represents “Combined” data as calculated in note (2) above, with expenses reduced to illustrate the effect of expected incremental 2005 savings from the retail brokerage transaction of $250 million and expected 2005 savings from the SouthTrust merger of $250 million.

⁽⁴⁾ Represents management’s estimation of overhead efficiency ratio (calculated as provided in note (1) in calendar year 2007. Not a projection; results may differ from expectations for a number of reasons, as outlined more fully in Wachovia’s 8-K filing dated 1/19/05.

Page - 16

Wachovia 4Q04 Quarterly Earnings Report

2005 FULL YEAR OUTLOOK

ECONOMIC ASSUMPTIONSFOR FULL-YEAR 2005

REAL GDP GROWTH	3.30%
INFLATION (CPI)	2.80%
FED FUNDS (AT DEC 2005)	3.25%
10 YEAR TREASURY BOND (AT DEC 2005)	4.50%
S&P 500 (AT DEC 2005)	6.00%

(VERSUS “COMBINED” FULL-YEAR 2004 UNLESS OTHERWISE NOTED)

“COMBINED” 2004(1)		2005 OUTLOOK
NET INTEREST INCOME (TE)	$13.6 BILLION	EXPECTED %GROWTHINLOW-SINGLEDIGITS
NET INTEREST MARGIN	3.42%	EXPECTEDTODECLINE 10 - 15BPSOVERTHECOURSEOFTHEYEAR
FEE INCOME	$11.4BILLION	ANTICIPATE %GROWTHINLOW-TO-MIDTEENS
NONINTEREST EXPENSE(2)	$15.4BILLION	EXPECTED %GROWTHINLOWSINGLEDIGITS
		•      REFLECTSESTIMATED $250MILLIONAND $250MILLION,RESPECTIVELY,OFINCREMENTALEXPENSESAVINGSRELATINGTO SOUTHTRUSTANDRETAILBROKERAGEINTEGRATION,ASWELLASAPPROXIMATELY $150MILLIONRELATINGTOOUREFFICIENCYINITIATIVE
MINORITY INTEREST EXPENSE	$297 MILLION	EXPECTEDTOBE 3.5% - 4.5%OFPRE-TAXINCOME(3)
LOANS	$202,263 MILLION	EXPECTMID-TOHIGH-SINGLE-DIGIT %GROWTH
	$81,257 MILLION	CONSUMER        MID-TOHIGH-SINGLE-DIGIT %GROWTH
	$121,006 MILLION	COMMERCIAL   MID-TOHIGH-SINGLE-DIGIT %GROWTH
CHARGE-OFFS	19BPS	15 - 25BPSOFAVERAGENETLOANSRANGE
		PROVISIONEXPECTEDTOBEWITHINTHISRANGE
EFFECTIVE TAX RATE	33.81%	APPROXIMATELY 35.0 - 35.5% (TAX-EQUIVALENT)
LEVERAGE RATIO		TARGET > 6.00%
DIVIDEND PAYOUT RATIO		40%–50%OFEARNINGS (BEFOREMERGER-RELATEDANDRESTRUCTURINGEXPENSES,ANDOTHERINTANGIBLEAMORTIZATION)
EXCESS CAPITAL		OPPORTUNISTICALLYREPURCHASESHARES;AUTHORIZATIONFOR 75.7MILLIONSHARESREMAINING
		FINANCIALLYATTRACTIVE,SHAREHOLDERFRIENDLYACQUISITIONS

⁽¹⁾ Represents “Combined” data, calculated as if Wachovia and SouthTrust had merged on 1/1/04. See Wachovia’s Current Report on Form 8-K dated 1/19/05 for further information

⁽²⁾ Before merger-related and restructuring expenses

⁽³⁾ Before minority interest expense

Page - 17

APPENDIX

TABLEOF CONTENTS

Summary Operating Results	18
Net Interest Income	19
Fee and Other Income	21
Noninterest Expense	22
General Bank	23
Capital Management	26
Wealth Management	28
Corporate and Investment Bank	29
Parent	33
Asset Quality	34
Merger Integration Update	37
Explanation of Our Use of Certain Non-GAAP Financial Measures	40
Cautionary Statement	45
Supplemental Illustrative Combined Information	46

Wachovia 4Q04 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, and (iii) 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.

Prior to 4Q04, the General Bank received a credit from the Parent relating to intercompany servicing of securitized assets. In 4Q04 this credit, which was recorded as an offset to sundry expense, ceased and the income remains as a component of other income in the Parent. Prior period amounts, including the separate segment results, have been reclassified to be consistent with the current presentation. These reclassifications decreased the previously reported segment earnings for the General Bank by $9 million for 3Q04, with a corresponding increase in segment earnings for the Parent. In addition, in 4Q04, we reclassified certain income items in Capital Management to reflect post conversion presentations. Prior period amounts have been reclassified to be consistent with the current presentation, and the reclassifications did not change previously reported consolidated net income or Capital Management segment earnings. These reclassifications changed the previously reported consolidated amounts for 3Q04 by decreasing commissions $15 million; increasing fiduciary and asset management fees $3 million; increasing advisory, underwriting and other investment banking fees $4 million; and increasing trading profits (losses) by $8 million.

As previously disclosed, the FASB continues to discuss several matters related to leveraged lease accounting. SFAS 13, as amended and interpreted, states that, for a leveraged lease, if a change in an important lease assumption changes the total estimated net income under the lease, the rate of return and the allocation of lease income to positive investment years must be recalculated from inception of the lease using the revised important assumption. The net investment in the lease must then be adjusted to the revised amount by a charge or credit to the results of operations in the period in which the important assumption is changed. Changes that affect only the timing of cash flows and not the total net income under the lease do not result in a recalculation of the lease.

The FASB discussions include the extent to which changes that affect the timing of cash flows but not the total net income under the lease should be incorporated into the recalculation when a change in an important assumption occurs. If the FASB modifies existing interpretations of SFAS 13 and related industry practice, it could result in a one-time charge to Wachovia’s results of operations. An amount approximating this one-time charge would then be recognized into income over the remaining terms of the affected leases. It is not possible at this time to determine when any changes to existing lease accounting guidance and related industry practice might occur and, if so, the extent of the one-time charge that would likely result from any such changes that are adopted.

We understand that the FASB intends to continue discussing this matter at a board meeting in the future. We will monitor these discussions and to the extent any decisions are reached by the FASB that result in material changes from our current accounting treatment for leveraged leases we expect to provide appropriate disclosures.

Page - 18

Wachovia 4Q04 Quarterly Earnings Report

NET INTEREST INCOME

(See Table on Page 6)

Net Interest Income Summary	2004						2003	4 Q 04 vs 3 Q 04		4 Q 04 vs 4 Q 03	Combined
	Fourth Quarter			Third Quarter	Second Quarter	First Quarter	Fourth Quarter				Fourth Quarter			Third Quarter	4Q04 vs 3Q04
(In millions)
Average earning assets	$	397,490		359,909	344,847	330,320	322,274	10	%	23	$	414,069		408,974	1	%
Average interest-bearing liabilities		343,489		314,310	301,652	289,741	284,005	9		21		357,804		356,866	—
Interest income(Tax-equivalent)		5,029		4,364	4,084	4,061	4,016	15		25		5,237		4,965	5
Interest expense		1,672		1,336	1,181	1,138	1,074	25		56		1,738		1,514	15
Net interest income(Tax-equivalent)	$	3,357		3,028	2,903	2,923	2,942	11	%	14	$	3,499		3,451	1	%
Average rate earned		5.05	%	4.84	4.75	4.93	4.96	—		—
Equivalent rate paid		1.68		1.48	1.38	1.38	1.32	—		—
Net interest margin		3.37	%	3.36	3.37	3.55	3.64	—		—		3.38	%	3.37	—

In early 4Q03, we began marketing our FDIC-insured money market deposit account to brokerage sweep customers. Since then, customers have been transferring balances from money market mutual fund accounts to these deposit accounts. We have been investing these deposits in securities that in concert produce an asset/liability structure that enables us to maintain our desired interest rate sensitivity. This product has captured $29.9 billion in new deposits to date, up $966 million on a period-end basis. These deposits represented $29.6 billion of 4Q04 average core deposits, up $2.2 billion from 3Q04.

Net interest income of $3.4 billion increased $329 million, and rose $415 million from 4Q03 primarily reflecting the addition of SouthTrust. Combined results were up 1%, or $48 million linked quarter driven by growth in earning assets, improved deposit spreads and increased trading activities. These items were somewhat offset by lower yields on a portion of the investment portfolio that was repositioned as a result of the SouthTrust merger. Combined results were up 6% or $207 million from 4Q03.

Net interest margin improved 1 bp to 3.37%. Merger-related repositioning of the balance sheet, in aggregate, was accretive to the net interest margin as we reduced high-quality lower yielding floating rate securities and higher cost funding sources. This benefit was somewhat offset by lower yielding investment securities acquired with SouthTrust. Net interest margin declined 27 bps from 4Q03, driven by the investment of FDIC-insured money market sweep deposits and increased low-yielding trading assets.

In order to maintain our targeted interest rate risk profile, derivative positions are used to hedge the repricing risk inherent in balance sheet positions. The contribution of hedge-related derivatives, primarily on fixed rate debt, fixed rate consumer deposits and floating rate loans, offsets effects on income from balance sheet positions. In 4Q04, net hedge-related derivative income contributed 21 bps to the net interest margin vs. 30 bps in 3Q04 and 44 bps in 4Q03.

Trading assets grew an average $4.5 billion related to asset growth in interest rate product trading as well as generally higher customer activity.Average securities rose $2.4 billion as additions from the SouthTrust merger were offset by the impact of a securitization unwound during the quarter, which occurred in connection with our purchase at fair value of the outstanding third party beneficial interests of the securitization trust. On a Combined basis, average securities were down $5.3 billion reflecting the sale of $8 billion of floating rate securities during the quarter that had previously funded growth in FDIC-insured sweep deposits. The decline also reflects a reduction of $3.9 billion relating to a securitization that was unwound.Average loans rose 17% linked quarter.Average commercial loans were up $19.7 billion, or 20%, and up $26 billion, or 29%, from 4Q03 driven by the merger with SouthTrust. On a Combined basis, average commercial loans rose $2.2 billion driven by increases totaling $1.5 billion in large corporate, asset based and real estate capital markets as well as growth in middle market commercial loans.Average consumerloans were up $8.2 billion largely due to the impact of the SouthTrust merger. On a Combined basis, average consumer loans rose $1.5 billion including the transfer of $980 million of previously securitized home equity lines from available-for-sale back to the portfolio and largely offset by the $766 million average effect of our auto loan securitization activity of $1.0 billion in 3Q04.Average loans held for sale increased $4.3 billion, or 25%, relating to the transfer of previously securitized loans to held for sale and the impact of the SouthTrust merger.Other earning assets decreased 4% associated with lower fed funds sold and wholesale borrowings.Total earning asset growth of 10% and 23% from 4Q03, was driven by the SouthTrust merger. On a Combined basis total earning assets grew 1% driven by a $4.4 billion increase in trading assets, $4.3 billion increase in loans held for sale, including $3.9 billion associated with an unwound securitization, and a $1.5 billion increase in consumer loan outstandings, offset by $5.3 billion lower securities.

Page - 19

Wachovia 4Q04 Quarterly Earnings Report

Average core deposits increased $27.6 billion, or 12%, largely due to SouthTrust. Core deposit growth included an average $2.2 billion in additional FDIC-insured money market sweep deposits in our retail brokerage business.Compared with 4Q03, average core deposits increased 34%, driven by the SouthTrust merger and growth in our FDIC-insured money market sweep product. On a Combined basis, core deposits rose $9.3 billion.Average foreign and other time deposits and average short-term borrowings increased $4.2 billion driven by the SouthTrust merger; down $4.7 billion on a Combined basis.Average long-term debt increased 10% largely from the SouthTrust merger, and on a Combined basis declined 1%.

The following tables provide additional detail on our consumer loans.

Average Consumer Loans - Total Corporation	2004					2003	4 Q 04 vs 3 Q 04		4 Q 04 vs 4 Q 03		Combined
(In millions)	Fourth Quarter		Third Quarter	Second Quarter	First Quarter	Fourth Quarter					Fourth Quarter		Third Quarter	4Q04 vs 3Q04
Mortgage	$	28,706	26,299	25,038	23,558	23,898	9	%	20
Home equity loans		26,724	25,061	24,532	24,232	24,342	7		10
Home equity lines		6,653	2,928	2,819	3,089	3,140	—		—
Student		10,560	10,145	9,941	8,908	8,502	4		24
Installment		3,380	3,211	3,272	3,059	3,069	5		10
Other consumer loans		3,905	4,048	5,933	5,967	6,021	(4	)	(35	)
Total consumer loans	$	79,928	71,692	71,535	68,813	68,972	11	%	16		$	83,505	81,974	2	%

Period-End On-Balance Sheet Consumer Loans In Loans, Securities and Loans Held for Sale	2004					2003	4 Q 04 vs 3 Q 04		4 Q 04 vs 4 Q 03		Combined
(In millions)	Fourth Quarter		Third Quarter	Second Quarter	First Quarter	Fourth Quarter					Fourth Quarter		Third Quarter	4Q04 vs 3Q04
On-balance sheet loan portfolio	$	92,313	71,582	70,927	69,137	68,126	29	%	36		$	92,313	82,195	12	%
Securitized loans included in securities		5,033	9,104	9,636	10,261	10,905	(45	)	(54	)		5,033	9,104	(45	)
Loans held for sale		10,876	15,762	14,370	12,040	10,051	(31	)	8			10,876	16,445	(34	)
Total consumer loan assets	$	108,222	96,448	94,933	91,438	89,082	12	%	21		$	108,222	107,744	—	%

We hold consumer loan assets 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 period-end consumer loan assets of $108.2 billion increased 12% and rose 21% from 4Q03 driven by the addition of SouthTrust. We securitized $2.0 billion in consumer real estate secured loans during the quarter in order to more efficiently manage our capital, which reduced period-end consumer loans. Additionally, we transferred a net $9.4 billion of consumer real estate secured loans to the portfolio from held for sale. On a combined basis, period-end consumer loans were up 12% driven by the addition to the portfolio of $9.4 billion in consumer real estate secured loans transferred from held for sale and $980 million of previously securitized home equity lines, as modest growth in the portfolio was offset by a $2.0 billion securitization in consumer real estate secured loans.

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

Period-End Balance Sheet Data	2004					2003	4 Q 04 vs 3 Q 04		4 Q 04 vs 4 Q 03	Combined
(In millions)	Fourth Quarter		Third Quarter	Second Quarter	First Quarter	Fourth Quarter				Fourth Quarter		Third Quarter	4Q04 vs 3Q04
Commercial loans, net	$	131,196	102,524	101,581	97,742	97,030	28	%	35	$	131,196	129,107	2	%
Consumer loans, net		92,644	71,980	71,336	69,561	68,541	29		35		92,644	82,562	12
Loans, net		223,840	174,504	172,917	167,303	165,571	28		35		223,840	211,669	6
Goodwill and other intangible assets
Goodwill		21,526	11,481	11,481	11,233	11,149	87		93		21,526	20,294	6
Deposit base		1,048	484	568	659	757	—		38		1,048	662	58
Customer relationships		443	372	387	401	396	19		12		443	372	19
Tradename		90	90	90	90	90	—		—		90	90	—
Total assets		493,324	436,698	418,441	411,140	401,188	13		23		493,324	500,222	(1	)
Core deposits		274,588	237,315	228,204	217,954	204,660	16		34		274,588	265,164	4
Total deposits		295,053	252,981	243,380	232,338	221,225	17		33		295,053	290,202	2
Stockholders’ equity	$	47,317	33,897	32,646	33,337	32,428	40	%	46	$	47,317	48,064	(2	)%
Memoranda
Unrealized gains (Before income taxes)
Securities, net	$	1,762	1,989	798	2,959	2,177
Risk management derivative financial instruments, net		792	1,002	1,133	1,576	1,395
Unrealized gains, net(Before income taxes)	$	2,554	2,991	1,931	4,535	3,572

Page - 20

Wachovia 4Q04 Quarterly Earnings Report

FEEAND OTHER INCOME

(See Table on Page 7)

Fee and other income increased 8% to $2.8 billion and increased 7% from 4Q03 largely reflecting the addition of SouthTrust. Fees represented 46% of total revenue in 4Q04 and in 3Q04.

Service charges grew 4% to $519 million and rose 19% from 4Q03 driven by the addition of SouthTrust.On a Combined basis service charges declined 5%, largely reflecting higher earnings credit paid on commercial compensating DDA balances as short-term rates have risen. Service charges increased 7% from 4Q03, driven by stronger consumer DDA charges aided by growth in no-fee checking account charges and growth in interest checking charges.

Other banking fees of $343 million were up 10%, largely due to the impact of the SouthTrust merger. On a Combined basis, other banking fees increased 1% linked quarter on interchange volume growth and were up 19% from 4Q03 on interchange rate and volume growth as well as higher commercial mortgage banking income.

Commissions of $620 million were up 9% but down 15% from 4Q03. On a Combined basis, commissions increased 8% as retail market activity improved from low 3Q04 levels, and decreased 16% from 4Q03 reflecting stronger conditions in the prior year quarter.

Fiduciary and asset management fees of $700 million increased 5% and were flat vs. 4Q03. On a Combined basis fiduciary and asset management fees grew 4% linked quarter on higher asset valuations, and were flat vs. 4Q03 as higher fees earned on growing equity assets were offset by reduced fees on money market assets, including the assets transferred to our FDIC-insured sweep product.

Advisory, underwriting and other investment banking fees of $271 million increased 14% on strong results in structured products, equity capital markets, equity linked products and M&A. These fees were up 22% from 4Q03 largely on improvements in investment grade and equity capital markets originations, and structured products revenue. The merger with SouthTrust had no impact on results.

Trading account losses of $16 million improved $44 million from a $60 million loss in 3Q04 on stronger results in interest rate products and lower losses on economic hedges on non-trading assets. Trading results were down $30 million from 4Q03. The merger with SouthTrust had little impact on results.

Principal investing recorded net gains of $7 million, down $194 million from a strong 3Q04. Results were up $20 million versus 4Q03 losses of $13 million.

Net securities gains were $23 million in 4Q04, including $8 million in impairment losses, versus 3Q04 losses of $71 million, including $18 million in impairment losses. This represented $12 million of net gains in our investment portfolio and $11 million in the Corporate and Investment Bank. In 3Q04 we recorded $78 million of net securities losses in our investment portfolio and $7 million of net securities gains in the Corporate and Investment Bank. Net securities losses in 4Q03 were $24 million and included $60 million in impairment losses. The merger with SouthTrust had little impact on results.

Other income of $337 million increased $91 million and $42 million vs. 4Q03 and reflected the impact of the SouthTrust merger. On a Combined basis, other income increased $52 million, largely reflecting higher securitization income and railcar and domestic leasing income. Mortgage and home equity sale and securitization income increased to $66 million from $19 million in 3Q04. Included in 3Q04 results was an $11 million loss associated with an auto loan securitization. Leasing income was $65 million vs. $47 million in 3Q04. 4Q04 included a $28 million gain associated with equity collars on our stock vs. a $16 million gain in 3Q04. Affordable housing write-downs were $27 million in 4Q04 vs. $11 million in 3Q04. Net gains from market valuation adjustments on and sales of loans held for sale were $27 million in 4Q04 versus $38 million in 3Q04. Other income increased $5 million from Combined 4Q03 results, as higher securitization income and higher leasing income offset lower gains on loan sales and loans held for sale.

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Wachovia 4Q04 Quarterly Earnings Report

NONINTEREST EXPENSE

(See Table on Page 8)

Total noninterest expense increased 4% and 2% vs. 4Q03, driven by the merger with SouthTrust. On a Combined basis, expenses were up 1% and declined 2% vs. 4Q03. On a Combined basis, and excluding the effect ofmerger-related and restructuring expenses and other intangible amortization, expenses were up 1% and down 2% vs. 4Q03.

Salaries and employee benefits expense increased 6%, and were up 2% on a Combined basis, on salary expense growth and higher incentives on increased brokerage activity.Occupancy expense rose 11%, or 3% on a Combined basis driven primarily by the addition of 46 de novo branches in the quarter.Equipment expense rose 1%, and was down 4% Combined.Professional and consulting fees increased 34% or 32% Combined, reflecting higher seasonal billings.Sundry expense declined 11%, or 13% Combined, largely reflecting lower legal costs.Other intangible amortization of $113 million included $99 million deposit base intangible amortization and $14 million other intangible amortization. Combined other intangible amortization of $125 million included $111 million deposit base intangible amortization and $14 million other intangible amortization.

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Wachovia 4Q04 Quarterly Earnings Report

GENERAL BANK

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

(See Table on Page 10)

RETAILAND SMALL BUSINESS

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

Retail and Small Business	2004						2003	4 Q 04 vs 3 Q 04		4 Q 04 vs 4 Q 03		Combined
Performance Summary (In millions)	Fourth Quarter			Third Quarter	Second Quarter	First Quarter	Fourth Quarter					Fourth Quarter			Third Quarter	4Q04 vs 3Q04
Income statement data
Net interest income(Tax-equivalent)	$	1,577		1,406	1,347	1,320	1,331	12	%	18		$	1,647		1,612	2	%
Fee and other income		566		500	503	443	410	13		38			597		610	(2	)
Intersegment revenue		14		15	16	15	18	(7	)	(22	)		15		16	(6	)
Total revenue(Tax-equivalent)		2,157		1,921	1,866	1,778	1,759	12		23			2,259		2,238	1
Provision for credit losses		67		56	50	62	88	20		(24	)		70		57	23
Noninterest expense		1,222		1,078	1,035	1,052	1,103	13		11			1,308		1,286	2
Income taxes(Tax-equivalent)		316		286	284	240	207	10		53			318		327	(3	)
Segment earnings	$	552		501	497	424	361	10	%	53		$	563		568	(1	)%
Performance and other data
Economic profit	$	463		416	408	339	292	11	%	59
Risk adjusted return on capital (RAROC)		65.66	%	66.33	65.01	55.48	48.35	—		—
Economic capital, average	$	3,364		2,995	3,044	3,063	3,092	12		9
Cash overhead efficiency ratio(Tax-equivalent)		56.68	%	56.17	55.41	59.16	62.69	—		—			57.85	%	57.49	—	%
Average loans, net	$	79,567		72,041	70,494	67,771	66,224	10		20		$	82,496		80,668	2
Average core deposits	$	149,516		131,361	128,714	125,500	124,003	14	%	21		$	157,245		154,334	2	%

Net interest income increased 12% and was up 18% from 4Q03. Linked quarter performance reflected 14% core deposit growth and 10% average loan growth. Compared with 4Q03, core deposits rose 21% and loans rose 20%. These increases were significantly affected by the impact of the SouthTrust merger. On a Combined basis, net interest income increased 2%. Combined core deposits grew 2%, with particular strength in DDA and interest checking, and Combined loans grew 2% on higher home equity and student loan balances. Combined net interest income increased 8% vs. 4Q03, driven by 8% growth in core deposits, particularly checking, and 12% growth in loans, particularly home equity and student loans.

Fee and other income rose 13% and increased 38% from 4Q03, driven by the merger with SouthTrust. On a Combined basis, fee and other income declined 2% linked quarter, due to seasonally lower DDA service charges, and was up 15% vs. 4Q03 due to strong growth in DDA service charges and interchange income.

Mortgage-related income of $54 million increased 58% and 39% from 4Q03, and included $18 million in net gains on mortgage deliveries and servicing sales, compared with $8 million in 3Q04 and $14 million in 4Q03. On a Combined basis, mortgage-related income was $59 million and included $20 million in net gains on mortgage deliveries and servicing sales.

Noninterest expense increased 13% linked quarter and 11% from 4Q03, largely reflecting the merger with SouthTrust. On a Combined basis, noninterest expense rose 2% as higher volume-based production expenses more than offset declines in legal costs. Combined expenses declined slightly from 4Q03.

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Wachovia 4Q04 Quarterly Earnings Report

GENERAL BANK - RETAILAND SMALL BUSINESS LOAN PRODUCTION

Retail and Small Business	2004					2003	4 Q 04 vs 3 Q 04		4 Q 04 vs 4 Q 03
(In millions)	Fourth Quarter		Third Quarter	Second Quarter	First Quarter	Fourth Quarter
Loan production
Mortgage	$	3,635	3,320	4,572	3,106	3,129	9	%	16
Home equity		7,083	7,612	8,787	7,257	6,795	(7	)	4
Student		604	829	407	763	541	(27	)	12
Installment		69	117	128	123	126	(41	)	(45	)
Other retail and small business		1,637	1,715	1,857	1,402	1,446	(5	)	13
Total loan production	$	13,028	13,593	15,751	12,651	12,037	(4	)%	8

The above table reflects Wachovia results only (excludes SouthTrust for all periods). Loan production declined 4% to $13.0 billion as consumer loan demand decreased in the higher rate environment. Student loan volumes decreased from seasonally high 3Q04 levels but were up 12% vs. 4Q03 on stronger business.

WACHOVIA.COM/SOUTHTRUST.COM

Wachovia.com/SouthTrust.com	2004					2003	4 Q 04 vs 3 Q 04		4 Q 04 vs 4 Q 03
(In thousands)	Fourth Quarter		Third Quarter	Second Quarter	First Quarter	Fourth Quarter
Online product and service enrollments
Retail		8,063	7,842	6,986	6,637	6,239	3	%	29
Wholesale		452	440	411	397	361	3		25
Total online product and service enrollments		8,515	8,282	7,397	7,034	6,600	3		29
Enrollments per quarter		305	906	377	458	375	(66	)	(19	)
Dollar value of transactions(In billions)	$	25.3	21.9	23.3	22.0	18.6	16	%	36

Online product and service enrollment increased 3% from 3Q04 and 29% from 4Q03 due primarily to the addition of SouthTrust.

WACHOVIACONTACTCENTER

Wachovia Contact Center Metrics	2004						2003	4 Q 04 vs 3 Q 04		4 Q 04 vs 4 Q 03
(In millions)	Fourth Quarter		Third Quarter		Second Quarter	First Quarter	Fourth Quarter
Customer calls to
Person	9.6		9.5		9.4	9.6	9.1	1	%	5
Voice response unit	38.1		36.4		36.6	36.9	33.4	5		14
Total calls	47.7		45.9		46.0	46.5	42.5	4		12
% of calls handled in 30 seconds or less(Target 70%)	75	%	78	%	74	57	71	—	%	—

The above table reflects Wachovia results only (excludes SouthTrust for all periods).

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Wachovia 4Q04 Quarterly Earnings Report

COMMERCIAL

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

Commercial	2004						2003	4 Q 04 vs 3 Q 04		4 Q 04 vs 4 Q 03		Combined
Performance Summary (In millions)	Fourth Quarter			Third Quarter	Second Quarter	First Quarter	Fourth Quarter					Fourth Quarter			Third Quarter	4Q04 vs 3Q04
Income statement data
Net interest income(Tax-equivalent)	$	718		588	554	536	544	22	%	32		$	776		760	2	%
Fee and other income		95		101	97	126	91	(6	)	4			101		116	(13	)
Intersegment revenue		33		28	24	23	31	18		6			33		28	18
Total revenue(Tax-equivalent)		846		717	675	685	666	18		27			910		904	1
Provision for credit losses		41		18	15	6	57	—		(28	)		44		36	22
Noninterest expense		311		288	275	275	293	8		6			337		335	1
Income taxes(Tax-equivalent)		178		150	139	147	115	19		55			193		193	—
Segment earnings	$	316		261	246	257	201	21	%	57		$	336		340	(1	)%
Performance and other data
Economic profit	$	208		179	159	159	125	16	%	66
Risk adjusted return on capital (RAROC)		37.00	%	43.25	39.94	38.74	31.16	—		—
Economic capital, average	$	3,181		2,205	2,205	2,307	2,470	44		29
Cash overhead efficiency ratio(Tax-equivalent)		36.69	%	40.18	40.79	40.11	43.95	—		—			37.09	%	37.04	—	%
Average loans, net	$	67,737		52,533	51,546	50,390	50,148	29		35		$	75,328		75,261	—
Average core deposits	$	42,546		38,968	37,767	35,319	34,125	9	%	25		$	43,622		41,948	4	%

Net interest income increased 22% and rose 32% from 4Q03. Core deposits grew 9% and 25% from 4Q03, while loans were up 29% and 35% from 4Q03. The growth in these results was driven largely by the effect of the SouthTrust merger. On a Combined basis, net interest income rose 2% on core deposit growth of 4%, particularly in DDA and interest checking, accompanied by modest loan growth, primarily in middle-market lending. Combined net interest income grew 7% vs. 4Q03, driven by 18% core deposit growth, particularly checking, and 3% loan growth, primarily commercial and industrial.

Fee and other income was down 6% from 3Q04 and grew 4% from 4Q03 and reflects the effect of the SouthTrust merger. On a Combined basis, fee and other income declined 13%, due to higher earnings credit paid on compensating balances as short-term rates have risen from 3Q04 levels which were seasonally higher and included $5 million of loan sale gains. Combined fee and other income declined 5% vs. 4Q03, due primarily to lower loan sale gains, which were $4 million in the prior quarter.

Noninterest expense increased 8% and was up 6% vs. 4Q03, largely reflecting the merger with SouthTrust. On a Combined basis, noninterest expense rose 1% and declined 2% vs. 4Q03, due to revenue-related personnel costs.

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Wachovia 4Q04 Quarterly Earnings Report

CAPITAL MANAGEMENT

This segment includes Asset Management and Retail Brokerage Services.

(See Table on Page 11)

ASSET MANAGEMENT

This sub-segment consists of the mutual fund business, customized investment advisory services, and Corporate and Institutional Trust Services.

Asset Management	2004							2003	4 Q 04 vs 3 Q 04		4 Q 04 vs 4 Q 03
Performance Summary (In millions)	Fourth Quarter			Third Quarter		Second Quarter	First Quarter	Fourth Quarter
Income statement data
Net interest income(Tax-equivalent)	$	10		11		11	8	10	(9	)%	—
Fee and other income		269		254		287	269	262	6		3
Intersegment revenue		—		(1	)	—	—	—	—		—
Total revenue(Tax-equivalent)		279		264		298	277	272	6		3
Provision for credit losses		—		—		—	—	—	—		—
Noninterest expense		232		222		227	226	226	5		3
Income taxes(Tax-equivalent)		16		16		26	18	16	—		—
Segment earnings	$	31		26		45	33	30	19	%	3
Performance and other data
Economic profit	$	26		21		39	28	24	24	%	8
Risk adjusted return on capital (RAROC)		62.42	%	55.28		90.57	65.97	55.44	—		—
Economic capital, average	$	199		189		199	201	209	5		(5	)
Cash overhead efficiency ratio(Tax-equivalent)		82.53	%	84.33		76.41	81.32	83.09	—		—
Average loans, net	$	370		346		253	139	156	7		—
Average core deposits	$	1,680		1,563		1,568	1,187	1,375	7	%	22

Fee and other income increased 6% driven by growth in equity assets under management due to higher market valuations, seasonal strength in Corporate and Institutional Trust, and the SouthTrust merger. Fee and other income increased 3% vs. 4Q03 reflecting higher assets under management.

Noninterest expense increased 5% and 3% from 4Q03 levels due primarily to the effect of acquisitions/divestitures and fund consolidations as well as higher new business and technology investments. These increases were partially offset by lower legal costs.

Mutual Funds	2004																2003				4 Q 04 vs 3 Q 04		4 Q 04 vs 4 Q 03
	Fourth Quarter				Third Quarter				Second Quarter				First Quarter				Fourth Quarter
(In billions)	Amount		Fund Mix		Amount		Fund Mix		Amount		Fund Mix		Amount		Fund Mix		Amount		Fund Mix
Assets under management
Money market	$	50	47	%	$	54	50	%	$	51	49	%	$	50	48	%	$	56	51	%	(7	)%	(11	)
Equity		29	27			26	25			26	25			25	24			24	22		12		21
Fixed income		27	26			27	25			27	26			29	28			29	27		—		(7	)
Total mutual fund assets	$	106	100	%	$	107	100	%	$	104	100	%	$	104	100	%	$	109	100	%	—	%	(3	)

Total Assets Under Management	2004																2003				4 Q 04 vs 3 Q 04		4 Q 04 vs 4 Q 03
	Fourth Quarter				Third Quarter				Second Quarter				First Quarter				Fourth Quarter
(In billions)	Amount		Mix		Amount		Mix		Amount		Mix		Amount		Mix		Amount		Mix
Assets under management
Money market	$	63	24	%	$	65	26	%	$	64	26	%	$	63	25	%	$	67	27	%	(3	)%	(6	)
Equity		81	32			73	29			74	30			74	30			72	29		11		13
Fixed income		112	44			111	45			110	44			114	45			108	44		1		4
Total assets under management		256	100			249	100			248	100			251	100			247	100		3		4
Securities lending		41	n/a			36	n/a			36	n/a			36	n/a			—	n/a		13		—
Total assets under management and securities lending	$	297	n/a	%	$	285	n/a	%	$	284	n/a	%	$	287	n/a	%	$	247	n/a	%	4	%	21

Total assets under management increased 3% as solid growth in equity assets resulting from higher equity market valuations and the addition of $4.7 billion in SouthTrust assets was partially offset by money market outflows, including transfers to the FDIC-insured sweep product.

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Wachovia 4Q04 Quarterly Earnings Report

RETAIL BROKERAGE SERVICES

This sub-segment includes Retail Brokerage and Insurance Services.

Retail Brokerage Services Performance Summary	2004									2003		4 Q 04 vs 3 Q 04		4 Q 04 vs 4 Q 03
(In millions)	Fourth Quarter			Third Quarter		Second Quarter		First Quarter		Fourth Quarter
Income statement data
Net interest income(Tax-equivalent)	$	144		141		119		109		84		2	%	71
Fee and other income		956		880		963		1,086		1,070		9		(11	)
Intersegment revenue		(9	)	(12	)	(13	)	(12	)	(16	)	25		44
Total revenue(Tax-equivalent)		1,091		1,009		1,069		1,183		1,138		8		(4	)
Provision for credit losses		—		—		—		—		—		—		—
Noninterest expense		924		881		928		1,005		982		5		(6	)
Income taxes(Tax-equivalent)		62		46		49		66		56		35		11
Segment earnings	$	105		82		92		112		100		28	%	5
Performance and other data
Economic profit	$	73		51		61		79		67		43	%	9
Risk adjusted return on capital (RAROC)		35.57	%	29.97		32.41		37.57		34.02		—		—
Economic capital, average	$	1,177		1,080		1,139		1,204		1,168		9		1
Cash overhead efficiency ratio(Tax-equivalent)		84.84	%	87.35		86.54		85.08		86.17		—		—
Average loans, net	$	—		—		1		—		—		—		—
Average core deposits	$	29,847		27,536		23,166		17,161		5,629		8	%	—

Net interest income of $144 million increased 2% and 71% from 4Q03 driven by deposit growth associated with the movement of money market balances to the FDIC-insured sweep product. Linked quarter average and period-end deposits increased $2.3 billion and $1.1 billion, respectively, due to the sweep product.

Fee and other income increased 9% largely on higher retail trading activity and declined 11% from the strong retail trading environment in 4Q03.

Noninterest expense increased 5%, primarily due to higher incentives, which were somewhat offset by lower legal and technology costs, and declined 6% from 4Q03 largely due to efficiencies achieved from the Prudential integration and lower volume-based costs.

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 33) and in Wachovia Corporation’s consolidated statements of income on a GAAP basis, which differs from our segment reporting as noted on pages 4 and 18. For the three months ended December 31, 2004, Prudential Financial’s pre-tax minority interest on a GAAP basis was $33 million.

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

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 4Q04, brokerage revenue and expense eliminations were a reduction of $3 million and $10 million, respectively.

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Wachovia 4Q04 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	2004							2003		4 Q 04 vs 3 Q 04		4 Q 04 vs 4 Q 03
(In millions)	Fourth Quarter			Third Quarter		Second Quarter	First Quarter	Fourth Quarter
Income statement data
Net interest income (Tax-equivalent)	$	140		131		120	115	114		7	%	23
Fee and other income		138		136		144	141	138		1		—
Intersegment revenue		1		2		2	1	2		(50	)	(50	)
Total revenue (Tax-equivalent)		279		269		266	257	254		4		10
Provision for credit losses		—		(1	)	—	—	1		—		—
Noninterest expense		197		189		190	186	187		4		5
Income taxes (Tax-equivalent)		28		30		28	26	25		(7	)	12
Segment earnings	$	54		51		48	45	41	��	6	%	32
Performance and other data
Economic profit	$	38		36		33	30	26		6	%	46
Risk adjusted return on capital (RAROC)		48.11	%	49.26		46.86	42.58	37.35		—		—
Economic capital, average	$	403		374		375	381	386		8		4
Cash overhead efficiency ratio (Tax-equivalent)		70.13	%	70.34		71.54	72.50	74.24		—		—
Lending commitments	$	4,830		4,497		4,445	4,117	4,012		7		20
Average loans, net		12,326		11,481		10,878	10,393	9,936		7		24
Average core deposits	$	12,998		12,462		12,230	11,576	11,333		4		15
FTE employees		3,833		3,628		3,674	3,745	3,791		6	%	1

Net interest income of $140 million was up 7% and 23% vs. 4Q03, driven by continued balance sheet growth in money market deposits, commercial and consumer loans, as well as the addition of SouthTrust. Combined net interest income was up 3% and 17% vs. 4Q03. Combined core deposit growth of 2% and 13% vs. 4Q03 was driven primarily by higher money market and demand deposit balances as a result of successful deposit campaigns. Combined average loan growth of 4% and 20% vs. 4Q03 was driven by increased volume in both the consumer and commercial segments.

Fee and other income was up 1% and flat vs. 4Q03.On a Combined basis, fee and other income was flat linked quarter and year-over-year as improved trust and investment management fees were offset by lower insurance commissions. 4Q03 results included $3 million of fee and other income related to an insurance brokerage business sold in 1Q04.

Noninterest expense was up 4% and 5% vs. 4Q03, due primarily to higher incentives on improved revenues and the addition of SouthTrust and Tanager Financial Services. On a Combined basis, noninterest expense was up 3% and 4% vs. 4Q03, driven by higher incentives and the addition of Tanager.4Q03 results included $4 million in noninterest expense related to the sale of the insurance brokerage business.

Wealth Management Key Metrics	2004					2003	4 Q 04 vs 3 Q 04		4 Q 04 vs 4 Q 03
(In millions)	Fourth Quarter		Third Quarter	Second Quarter	First Quarter	Fourth Quarter
Investment assets under administration	$	119,582	107,764	108,739	109,239	107,177	11	%	12
Assets under management(a)	$	64,673	58,693	59,401	59,602	59,010	10		10
Client relationships(Actual)		52,551	51,926	66,624	70,630	70,897	1		(26	)
Wealth Management advisors(Actual)		1,010	927	958	954	960	9	%	5

^(a) These assets are managed by and reported in Capital Management. Historical periods have been restated to reflect the transfer of assets from Wealth Management to other channels that best meet client needs.

AUM grew 10%, reflecting higher market valuations and the inclusion of $2.2 billion from Tanager and $1.5 billion from SouthTrust. Client relationships increased 1% to 52,551.

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Wachovia 4Q04 Quarterly Earnings Report

CORPORATEAND INVESTMENT BANK

This segment includes Corporate Lending, Investment Banking, Global Treasury and Trade Finance, and Principal Investing.

(See Table on Page 13)

CORPORATE LENDING

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

Corporate Lending Performance Summary (In millions)	2004									2003	4 Q 04 vs 3 Q 04		4 Q 04 vs 4 Q 03
	Fourth Quarter			Third Quarter		Second Quarter		First Quarter		Fourth Quarter
Income statement data
Net interest income(Tax-equivalent)	$	240		229		285		276		290	5	%	(17	)
Fee and other income		165		178		184		179		199	(7	)	(17	)
Intersegment revenue		6		4		5		6		3	50		100
Total revenue(Tax-equivalent)		411		411		474		461		492	—		(16	)
Provision for credit losses		3		(14	)	(4	)	(27	)	36	—		(92	)
Noninterest expense		127		131		122		118		127	(3	)	—
Income taxes(Tax-equivalent)		106		109		133		138		123	(3	)	(14	)
Segment earnings	$	175		185		223		232		206	(5	)%	(15	)
Performance and other data
Economic profit	$	79		82		129		122		120	(4	)%	(34	)
Risk adjusted return on capital (RAROC)		22.20	%	23.30		31.26		29.82		27.26	—		—
Economic capital, average	$	2,817		2,645		2,567		2,599		2,928	7		(4	)
Cash overhead efficiency ratio(Tax-equivalent)		30.93	%	31.84		25.84		25.52		25.72	—		—
Average loans, net	$	27,596		25,561		22,847		23,722		24,983	8		10
Average core deposits	$	528		745		826		816		924	(29	)%	(43	)

Net interest income grew 5%, due primarily to the addition of SouthTrust. Compared with 4Q03, net interest income decreased 17%, largely due to higher funding costs associated with the 2Q04 reduction of the commercial lease deferred tax liability as well as lower loan outstandings, partially offset by the impact of SouthTrust. Average loans and leases were up 8% driven by the addition of SouthTrust as well as strength in large corporate and asset-based lending, and increased 10% from 4Q03 largely due to the 2Q04 resolution of tax matters related to our commercial lease portfolio and the addition of SouthTrust. Average core deposits declined 29% and 43% from 4Q03, largely relating to activity associated with one large relationship.

Fee and other income decreased 7%, or $13 million, driven by a $37 million decline in held for sale gains partially offset by increased leasing income. Compared with 4Q03, fee and other income decreased 17%, or $34 million, related to gains on loans held for sale, which were $75 million lower partially offset by higher leasing income. Net gains on securities in 4Q04 were $3 million vs. none in 3Q04 and $5 million in 4Q03. There were no gains on loans sold and held for sale in 4Q04 vs. $37 million in 3Q04 and $75 million in 4Q03.

Provision expense of $3 million continued to reflect the benefit of recoveries. Gross charge-offs of $22 million during the quarter were offset by $9 million in recoveries and recovery of a credit loss of $10 million. Recoveries and benefits from reversal of previous first loss provisions were $38 million in 3Q04 and recoveries were $22 million in 4Q03.

Noninterest expense decreased 3% on lower variable costs and allocated legal costs.

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Wachovia 4Q04 Quarterly Earnings Report

INVESTMENT BANKING

This sub-segment includes Equity Capital Markets, M&A, Equity-Linked Products and the activities of our Fixed Income Division including Interest Rate Products, Credit Products, Structured Products and Non-Dollar Products.

Investment Banking Performance Summary (In millions)	2004									2003		4 Q 04 vs 3 Q 04		4 Q 04 vs 4 Q 03
	Fourth Quarter			Third Quarter		Second Quarter		First Quarter		Fourth Quarter
Income statement data
Net interest income(Tax-equivalent)	$	297		283		247		242		216		5	%	38
Fee and other income		328		225		336		348		258		46		27
Intersegment revenue		(15	)	(10	)	(8	)	(7	)	(12	)	(50	)	25
Total revenue(Tax-equivalent)		610		498		575		583		462		22		32
Provision for credit losses		1		(1	)	—		1		(1	)	—		—
Noninterest expense		370		366		321		323		328		1		13
Income taxes(Tax-equivalent)		85		50		92		93		49		70		73
Segment earnings	$	154		83		162		166		86		86	%	79
Performance and other data
Economic profit	$	112		50		125		128		56		—	%	—
Risk adjusted return on capital (RAROC)		43.38	%	26.51		50.97		52.71		30.55		—		��
Economic capital, average	$	1,385		1,263		1,253		1,242		1,120		10		24
Cash overhead efficiency ratio(Tax-equivalent)		60.40	%	73.74		55.84		55.31		71.05		—		—
Average loans, net	$	2,843		2,453		2,016		1,680		1,799		16		58
Average core deposits	$	6,811		6,502		6,082		4,920		4,931		5	%	38

Net interest income increased 5% due primarily to higher dividends received and rose 38% from 4Q03 driven by higher interest rate and structured products results along with growth in commercial mortgage servicing escrow deposits.

Fee and other income increased $103 million, or 46%, driven by a $36 million improvement in trading results largely in interest rate products and municipal finance as well as record results in loan syndications and strong results in Equity Capital Markets, structured products and M&A. Net securities gains were $8 million in 4Q04 vs. $7 million in 3Q04 and $28 million of losses in 4Q03. Fee and other income increased $70 million, or 27%, from 4Q03 driven by improvements in investment grade, structured products and Equity Capital Markets originations as well as higher security gains, partially offset by lower trading results.

Noninterest expense was up slightly due to higher personnel costs and project spending.

Investment Banking Net Trading Revenue (In millions)	2004							2003	4 Q 04 vs 3 Q 04		4 Q 04 vs 4 Q 03
	Fourth Quarter			Third Quarter		Second Quarter	First Quarter	Fourth Quarter
Net interest income(Tax-equivalent)	$	178		173		138	141	129	3	%	38
Trading account profits(losses)		(7	)	(43	)	50	93	21	84		—
Other fee income		60		56		68	65	70	7		(14	)
Total net trading revenue(Tax-equivalent)	$	231		186		256	299	220	24	%	5

Investment Banking net trading revenue was $231 million for the quarter, an increase of $45 million from 3Q04. The higher trading results were driven by increases in interest rate products and municipal finance.

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Wachovia 4Q04 Quarterly Earnings Report

GLOBAL TREASURYAND TRADE FINANCE

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

Global Treasury and Trade Finance	2004									2003		4 Q 04 vs 3 Q 04		4 Q 04 vs 4 Q 03
Performance Summary (In millions)	Fourth Quarter			Third Quarter		Second Quarter		First Quarter		Fourth Quarter
Income statement data
Net interest income(Tax-equivalent)	$	101		88		87		84		84		15	%	20
Fee and other income		185		183		181		178		176		1		5
Intersegment revenue		(29	)	(27	)	(27	)	(26	)	(25	)	7		16
Total revenue(Tax-equivalent)		257		244		241		236		235		5		9
Provision for credit losses		—		—		—		—		—		—		—
Noninterest expense		157		169		164		167		181		(7	)	(13	)
Income taxes(Tax-equivalent)		37		26		29		25		20		42		85
Segment earnings	$	63		49		48		44		34		29	%	85
Performance and other data
Economic profit	$	55		40		40		37		25		38	%	—
Risk adjusted return on capital (RAROC)		97.09	%	76.18		79.80		75.33		50.00		—		—
Economic capital, average	$	253		246		235		229		255		3		(1	)
Cash overhead efficiency ratio(Tax-equivalent)		61.34	%	68.85		68.51		70.69		77.18		—		—
Average loans, net	$	5,252		5,226		4,953		4,300		4,040		—		30
Average core deposits	$	14,095		12,119		11,804		10,955		10,567		16	%	33

Net interest income increased 15%, driven by a 16% increase in average core deposits largely relating to growth in all areas, especially International Trade Finance. Net interest income was up 20% from 4Q03 on 33% growth in deposits in both Treasury Services and International Correspondent Banking and 30% growth in average loans in International Correspondent Banking.

Fee and other income increased 1% and 5% from 4Q03 due primarily to higher international trade fees.

Noninterest expense decreased 7% and 13% vs. 4Q03 on lower transaction activity and overhead.

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 $615 million in 4Q04 vs. $609 million and $546 million in 4Q03. Increased revenue trends are primarily driven by higher deposit balances related to treasury services product activities.

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Wachovia 4Q04 Quarterly Earnings Report

PRINCIPAL INVESTING

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

Principal Investing	2004									2003		4 Q 04 vs 3 Q 04		4 Q 04 vs 4 Q 03
Performance Summary (In millions)	Fourth Quarter			Third Quarter		Second Quarter		First Quarter		Fourth Quarter
Income statement data
Net interest income(Tax-equivalent)	$	(4	)	(3	)	(6	)	(5	)	(1	)	33	%	—
Fee and other income		7		201		15		38		(12	)	(97	)	—
Intersegment revenue		—		—		—		—		—		—		—
Total revenue(Tax-equivalent)		3		198		9		33		(13	)	(98	)	—
Provision for credit losses		—		—		—		—		—		—		—
Noninterest expense		3		13		9		9		12		(77	)	(75	)
Income taxes(Tax-equivalent)		—		67		—		9		(9	)	—		—
Segment earnings (loss)	$	—		118		—		15		(16	)	—	%	—
Performance and other data
Economic profit	$	(18	)	99		(19	)	(5	)	(39	)	—	%	(54	)
Risk adjusted return on capital (RAROC)		(0.32	)%	67.98		0.07		8.46		(7.59	)	—		—
Economic capital, average	$	665		691		701		721		831		(4	)	(20	)
Cash overhead efficiency ratio(Tax-equivalent)		n/m	%	n/m		n/m		n/m		n/m		—		—
Average loans, net	$	—		—		—		—		—		—		—
Average core deposits	$	—		—		—		—		—		—	%	—

Principal investing net gains were $7 million compared with net gains of $201 million in 3Q04 and net losses of $12 million in 4Q03. These results reflect $29 million of gross gains and $22 million in gross losses during the quarter. Net gains were attributable to direct equity net gains of $2 million and fund investment net gains of $5 million.

The carrying amount of the principal investing portfolio at the end of 4Q04 was $1.5 billion compared with $1.6 billion in 3Q04. The portfolio at the end of 4Q04 was invested as follows: 47% direct investments (40% direct equity, 7% mezzanine) and 53% fund investments.

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Wachovia 4Q04 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, other intangibles amortization, and eliminations.

Parent Performance Summary	2004									2003		4 Q 04 vs 3 Q 04		4 Q 04 vs 4 Q 03
(In millions)	Fourth Quarter			Third Quarter		Second Quarter		First Quarter		Fourth Quarter
Income statement data
Net interest income(Tax-equivalent)	$	133		154		138		238		269		(14	)%	(51	)
Fee and other income		98		(54	)	(98	)	(36	)	26		—		—
Intersegment revenue		—		1		—		1		—		—		—
Total revenue(Tax-equivalent)		231		101		40		203		295		—		(22	)
Provision for credit losses		(3	)	(15	)	—		2		(95	)	(80	)	(97	)
Noninterest expense		185		214		133		215		213		(14	)	(13	)
Minority interest		83		65		70		79		78		28		6
Income taxes(Tax-equivalent)		(81	)	(122	)	(98	)	(61	)	(30	)	(34	)	—
Segment earnings (loss)	$	47		(41	)	(65	)	(32	)	129		—	%	(64	)
Performance and other data
Economic profit	$	46		(54	)	(64	)	(27	)	75		—	%	(39	)
Risk adjusted return on capital (RAROC)		20.15	%	0.71		(1.39	)	5.90		25.39		—		—
Economic capital, average	$	2,112		2,100		2,102		2,107		2,100		1		1
Cash overhead efficiency ratio(Tax-equivalent)		31.08	%	112.81		67.74		50.44		30.98		—		—
Lending commitments	$	408		319		328		484		482		28		(15	)
Average loans, net		836		(1,089	)	654		786		2,314		—		—
Average core deposits	$	2,606		1,733		1,652		1,239		1,222		50		—
FTE employees		24,467		22,492		22,894		23,396		23,517		9	%	4

Net interest income decreased $21 million and $136 million vs. 4Q03 due to the impact of derivatives used for hedging purposes. On a Combined basis, net interest income decreased $36 million and $152 million vs. 4Q03.

Fee and other income increased $152 million. Securitization income was $44 million compared with $11 million in 3Q04, which included a loss of $11 million from an auto loan securitization. Net securities gains were $12 million vs. net losses of $78 million in 3Q04. Trading losses were $14 million, a decrease from 3Q04 losses of $29 million. Income from corporate investments increased $20 million. We recorded a $28 million gain in 4Q04 associated with equity collars on our stock versus a $16 million gain in 3Q04. Affordable housing tax credit eliminations increased $34 million due to normal seasonality. (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.) The primary reasons for the $72 million increase in fees from 4Q03 were a $16 million increase in securitization income, a $15 million increase in corporate investments income, and $23 million lower tax credit eliminations. On a Combined basis, fee and other income increased $129 million and $39 million from 4Q03.

Noninterest expense declined $29 million primarily due to lower legal and personnel expense, partially offset by higher intangible amortization expense. Expenses declined $28 million from 4Q03. On a Combined basis, noninterest expense decreased $36 million and $42 million from 4Q03.

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Wachovia 4Q04 Quarterly Earnings Report

ASSET QUALITY

(See Table on Page 14)

Net charge-offs in the loan portfolio of $115 million increased $50 million from 3Q04; $41 million of the increase was due to the addition of SouthTrust and includes alignment of charge-off practices. Charge-offs declined 26% from 4Q03. As a percentage of average net loans, net charge-offs were 0.23% in 4Q04 compared with 0.15% in 3Q04 and 0.39% in 4Q03. Gross charge-offs of $160 million represented 0.33% of average loans and were offset by $45 million in recoveries.

Provision for credit losses totaled $109 million, up $66 million and $23 million from 3Q04 and 4Q03, respectively. Included in the provision was a $10 million benefit related to the recovery of lower of cost or market losses on loans in the portfolio that had been previously carried in loans held for sale. Provision also included $4 million relating to the sale of $190 million of commercial exposure out of the loan portfolio, of which $140 million was outstanding ($116 million performing and $24 million nonperforming). Provision for credit losses on unfunded lending commitments was $20 million.

ALLOWANCE FOR CREDIT LOSSES

Allowance for Credit Losses	2004
	Fourth Quarter				Third Quarter				Second 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	$	1,908	1.46	%	$	1,573	1.53	%	$	1,601	1.58	%
Consumer		759	0.82			636	0.88			647	0.91
Unallocated		90	—			115	—			83	—
Total		2,757	1.23			2,324	1.33			2,331	1.35
Reserve for unfunded lending commitments
Commercial		154	—			134	—			146	—
Allowance for credit losses	$	2,911	1.30	%	$	2,458	1.41	%	$	2,477	1.43	%
Memoranda
Total commercial(including reserve for unfunded lending commitments)	$	2,062	1.57	%	$	1,707	1.66	%	$	1,747	1.72	%

Allowance for credit losses was $2.9 billion, up $453 million and $407 million from 3Q04 and 4Q03, respectively, reflecting the addition of SouthTrust’s portfolio. Allowance for loan losses as a percentage of loans of 1.23% was down from 1.33% and the allowance for credit losses declined to 1.30% from 1.41% as higher quality consumer loans were transferred to the loan portfolio from loans held for sale. These ratios were also affected by the transfer of $125 million of nonaccrual loans to held for sale bearing relatively high reserves. Allowance for loan losses was $2.8 billion, up $433 million and up $409 million from 4Q03. Partially offsetting the increase was $51 million in previous allowance established for commercial and consumer loans that were transferred to held for sale, sold or securitized. Reserve for unfunded lending commitments, which includes unfunded loans and standby letters of credit, was $154 million, up $20 million reflecting the addition of SouthTrust and down $2 million from 4Q03.

The allowance for loan losses to nonperforming loans of 289% was relatively flat vs. 3Q04 and was up from 227% in 4Q03, and the allowance for loan losses to nonperforming assets (excluding NPAs in loans held for sale) decreased to 251% vs. 258% and 205% in 4Q03.

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Wachovia 4Q04 Quarterly Earnings Report

NONPERFORMING LOANS

Nonperforming Loans(a) (In millions)	2004									2003		4 Q 04 vs 3 Q 04		4 Q 04 vs 4 Q 03
	Fourth Quarter			Third Quarter		Second Quarter		First Quarter		Fourth Quarter
Balance, beginning of period	$	798		863		968		1,035		1,391		(8	) %	(43	)
Commercial nonaccrual loan activity
Commercial nonaccrual loans, beginning of period		576		643		747		819		1,148		(10	)	(50	)
Former SouthTrust balance, November 1, 2004		321		—		—		—		—		—		—
New nonaccrual loans and advances		149		143		100		183		122		4		22
Charge-offs		(86	)	(53	)	(42	)	(49	)	(109	)	62		(21	)
Transfers (to) from loans held for sale		(121	)	—		(6	)	(7	)	—		—		—
Transfers (to) from other real estate owned		—		(1	)	(2	)	—		(5	)	—		—
Sales		(24	)	(19	)	(19	)	(73	)	(101	)	26		(76	)
Other, principally payments		(103	)	(137	)	(135	)	(126	)	(236	)	(25	)	(56	)
Net commercial nonaccrual loan activity		136		(67	)	(104	)	(72	)	(329	)	—		—
Commercial nonaccrual loans, end of period		712		576		643		747		819		24		(13	)
Consumer nonaccrual loan activity
Consumer nonaccrual loans, beginning of period		222		220		221		216		243		1		(9	)
Former SouthTrust balance, November 1, 2004		21		—		—		—		—		—		—
New nonaccrual loans, advances and other, net		4		2		(1	)	5		13		—		(69	)
Transfers (to) from loans held for sale		(4	)	—		—		—		(13	)	—		—
Sales and securitizations		—		—		—		—		(27	)	—		—
Net consumer nonaccrual loan activity		21		2		(1	)	5		(27	)	—		—
Consumer nonaccrual loans, end of period		243		222		220		221		216		9		13
Balance, end of period	$	955		798		863		968		1,035		20	%	(8	)

^(a) Excludes nonperforming loans included in loans held for sale, which at December 31, September 30, June 30 and March 31, 2004, and at December 31, 2003, were $157 million, $57 million, $68 million, $67 million and $82 million, respectively.

Nonperforming loans in the loan portfolio of $955 million increased $157 million, or 20%, and included the addition of $342 million associated with the SouthTrust merger ($321 million commercial and $21 million consumer). Nonperforming loans declined $80 million, or 8%, from 4Q03 reflecting credit quality improvement. Total nonperforming assets including loans held for sale of $1.3 billion increased $301 million, or 31%, and increased $29 million, or 2%, from 4Q03 reflecting the merger with SouthTrust offset by improving credit quality.

New commercial nonaccrual inflows were $149 million, up $6 million from 3Q04. In the quarter, $24 million in nonperforming commercial loans were sold directly out of the loan portfolio and $121 million in nonperforming commercial loans were transferred to loans held for sale. Consumer nonaccruals were $243 million vs. $222 million in 3Q04 and $216 million in 4Q03.

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Wachovia 4Q04 Quarterly Earnings Report

LOANS HELD FOR SALE

Loans Held for Sale	2004									2003
(In millions)	Fourth Quarter			Third Quarter		Second Quarter		First Quarter		Fourth Quarter
Balance, beginning of period	$	17,755		16,257		14,282		12,625		10,173
Core business activity
Core business activity, beginning of period		17,720		16,200		14,183		12,504		9,897
Former SouthTrust balance, November 1, 2004		653		—		—		—		—
Originations/purchases		12,941		8,108		10,165		6,978		8,343
Transfers to (from) loans held for sale, net		(8,968	)	(190	)	(124	)	(92	)	8
Lower of cost or market value adjustments		(1	)	(1	)	—		—		(8	)
Performing loans sold or securitized		(7,033	)	(4,142	)	(5,879	)	(3,770	)	(4,484	)
Nonperforming loans sold		—		—		—		(2	)	(36	)
Other, principally payments		(3,019	)	(2,255	)	(2,145	)	(1,435	)	(1,216	)
Core business activity, end of period		12,293		17,720		16,200		14,183		12,504
Portfolio management activity
Portfolio management activity, beginning of period		35		57		99		121		276
Transfers to (from) loans held for sale, net
Performing loans		602		12		16		50		29
Nonperforming loans		125		—		5		6		13
Lower of cost or market value adjustments		—		1		—		—		5
Performing loans sold		(12	)	(21	)	(43	)	(60	)	(108	)
Nonperforming loans sold		—		(6	)	(8	)	(8	)	(63	)
Allowance for loan losses related to loans transferred to loans held for sale		(51	)	—		(1	)	(7	)	(17	)
Other, principally payments		(4	)	(8	)	(11	)	(3	)	(14	)
Portfolio management activity, end of period		695		35		57		99		121
Balance, end of period(a)	$	12,988		17,755		16,257		14,282		12,625

^(a) Nonperforming assets included in loans held for sale at December 31, September 30, June 30 and March 31, 2004, and at December 31, 2003, were $157 million, $57 million, $68 million, $67 million and $82 million, respectively.

Core Business Activity

In 4Q04, a net $12.9 billion of loans were originated or purchased for sale representing core business activity, including $3.9 billion from an unwound securitization. We sold or securitized a total of $7.0 billion of loans out of the loans held for sale portfolio. During the quarter we transferred a net $9.0 billion of loans held for sale into the loan portfolio, including $9.4 billion of consumer real estate secured loans.

Portfolio Management Activity

We sold or securitized $690 million of loans directly out of the loan portfolio, including a $550 million consumer mortgage loan securitization. These sales included $140 million of commercial loans, $24 million of which were nonperforming. During the quarter, we transferred to held for sale $498 million in commercial exposure, including $410 million of outstandings (net of $51 million in purchase accounting adjustments) and $37 million of unfunded lending commitments. We also transfered $357 million in consumer loans (net of $14 million in purchase accounting adjustments). 79% of the exposure transferred was performing. $1.3 billion of the non-flow loan sales/transfers was performing and $149 million was nonperforming.

Fourth Quarter 2004 Loans Securitized or Sold

or Transferred to Held for Sale Out of Loan Portfolio

(In millions)	Balance				Direct Allowance Reduction	Provision to Adjust Value		Inflow as Loans Held For Sale
	Non- performing		Performing	Total				Non- performing	Performing	Total
Commercial loans	$	24	116	140	6	4		—	—	—
Consumer loans		—	550	550	—	—		—	—	—
Loans securitized/sold out of loan portfolio		24	666	690	6	4		—	—	—
Commercial loans		121	289	410	30	—		93	287	380
Consumer loans		4	353	357	21	—		—	336	336
Loans transferred to held for sale		125	642	767	51	—		93	623	716
Recovery of lower of cost or market losses		—	—	—	—	(10	)	—	—	—
Total	$	149	1,308	1,457	57	(6	)	93	623	716

In addition to the provision described above, provision for credit losses related to loans transferred or sold included a $10 million benefit related to recovery of lower of cost or market losses recorded in prior quarters due to payments received on loans currently held in the loan portfolio that had been previously carried in loans held for sale.

Page - 36

Wachovia 4Q04 Quarterly Earnings Report

MERGER INTEGRATION UPDATE

ESTIMATED MERGER EXPENSES

In connection with the SouthTrust merger which closed on November 1, 2004, we began recording certain merger-related and restructuring expenses in our income statement, as well as preliminary purchase accounting adjustments to record SouthTrust’s assets and liabilities at their respective fair values as of November 1, 2004, and certain exit costs related to SouthTrust’s businesses. As of December 31, 2004, net merger-related and restructuring expenses were $41 million, and exit cost purchase accounting adjustments were $60 million.

In connection with the Wachovia Securities retail brokerage transaction, which closed on July 1, 2003, we began recording certain merger-related and restructuring expenses in 3Q03 in our income statement. In addition, we recorded purchase accounting adjustments to reflect Prudential Financial’s contributed assets and liabilities at their respective fair values as of July 1, 2003, and to reflect certain exit costs related to Prudential’s contributed businesses, which has the effect of increasing goodwill. These purchase accounting adjustments total $515 million and include $5 million of exit cost liabilities reversed in 4Q04. We currently expect merger-related and restructuring expenses to be $500 million. During 2Q04, we reduced our estimate of total one-time costs for the Wachovia Securities retail brokerage transaction by $113 million to $1.0 billion.

The following table indicates our progress compared with the estimated merger expenses for each of the respective transactions.

SouthTrust Transaction	Net Merger - Related and Restructuring Expenses		Exit Cost Purchase Accounting Adjustments (a)	Total
(In millions)
Total estimated expenses	$	253	447	700
Actual expenses
Fourth quarter 2004		41	60	101
Total actual expenses	$	41	60	101

^(a) These adjustments represent incremental costs related to combining the two companies and are specifically attributable to SouthTrust’s contributed business. Examples include employee termination costs, employee relocation costs, contract cancellations including leases and closing redundant SouthTrust acquired facilities. These adjustments are reflected in goodwill and are not charges against income. Depending upon the timing of integration actions, certain items projected to be recorded as exit cost purchase accounting adjustments may be recorded as net merger-related and restructuring expenses.

Wachovia Securities Retail Brokerage Transaction	Net Merger - Related and Restructuring Expenses		Exit Cost Purchase Accounting Adjustments (a)		Total
(In millions)
Total estimated expenses	$	500	520		1,020
Actual expenses
2003		85	118		203
First quarter 2004		55	35		90
Second quarter 2004		65	367		432
Third quarter 2004		99	—		99
Fourth quarter 2004		79	(5	)	74
Total actual expenses	$	383	515		898

^(a) These adjustments represent incremental costs related to combining the two companies and are specifically attributable to Prudential’s contributed business. Examples include employee termination costs, employee relocation costs, contract cancellations including leases and closing redundant Prudential contributed facilities. These adjustments are reflected in goodwill and are not charges against income.

The total one-time costs for each of these transactions are the sum of total merger-related and restructuring expenses as reported in the following Merger-Related and Restructuring Expenses table and Total pre-tax exit cost purchase accounting adjustments (one-time costs) as detailed in theGoodwill and Other Intangiblestable on the following pages for each of the respective transactions.

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Wachovia 4Q04 Quarterly Earnings Report

During the quarter, we recorded one-time costs of $101 million related to the SouthTrust merger and one-time net costs of $74 million related to the Wachovia Securities retail brokerage transaction for a cumulative total of $898 million.

Merger-Related and Restructuring Expenses (Income Statement Impact)	2004									2003
(In millions)	Fourth Quarter			Third Quarter		Second Quarter		First Quarter		Fourth Quarter
SouthTrust merger-related and restructuring expenses
Personnel and employee termination benefits	$	24		—		—		—		—
Contract cancellations and system conversions		10		—		—		—		—
Other		7		—		—		—		—
Total SouthTrust merger-related and restructuring expenses		41		—		—		—		—
Wachovia Securities retail brokerage transaction merger-related and restructuring expenses
Personnel and employee termination benefits		18		49		20		19		16
Occupancy and equipment		10		10		7		2		2
Advertising		(1	)	1		1		16		—
Contract cancellations and system conversions		44		30		33		15		19
Other		8		9		4		3		5
Total Wachovia Securities retail brokerage transaction merger-related and restructuring expenses		79		99		65		55		42
First Union/Wachovia merger-related and restructuring expenses - Final
Personnel and employee termination benefits		(2	)	2		12		14		30
Occupancy and equipment		(2	)	13		10		13		6
Advertising		—		—		—		1		25
Contract cancellations and system conversions		—		9		11		13		27
Other		—		4		4		6		5
Total First Union/Wachovia merger-related and restructuring expenses - Final		(4	)	28		37		47		93
Other merger-related and restructuring expenses (reversals), net		—		—		—		(3	)	—
Net merger-related and restructuring expenses		116		127		102		99		135
Prudential Financial’s 38 percent of shared Wachovia/Prudential Financial retail brokerage merger-related and restructuring expenses (minority interest)		(30	)	(37	)	(25	)	(22	)	(15	)
Income taxes (benefits)		(33	)	(35	)	(30	)	(29	)	(45	)
After-tax net merger-related and restructuring expenses	$	53		55		47		48		75

MERGER-RELATED AND RESTRUCTURING EXPENSES

In the quarter, we recorded $41 million in net merger related and restructuring expenses related to the SouthTrust integration largely relating to personnel and benefits and system conversions. We also recorded $79 million in net merger-related and restructuring expenses related to the Wachovia Securities retail brokerage transaction before giving effect to Prudential Financial’s share of these expenses of $30 million. The majority of these expenses related to system conversion costs as well as personnel and employee termination benefits and occupancy costs.

GOODWILLAND OTHER INTANGIBLES

Under purchase accounting, the assets and liabilities of SouthTrust and the assets and liabilities contributed by Prudential Financial to the Wachovia Securities retail brokerage transaction were recorded at their respective fair values as of November 1, 2004 and July 1, 2003, respectively, as if they had been individually purchased in the open market. The purchase accounting adjustments associated with SouthTrust’s assets and liabilities are preliminary in nature and are subject to further refinement. The premiums and discounts that resulted from the purchase accounting adjustments to financial instruments are accreted/amortized into income/expense over the estimated term of the respective assets and liabilities, similar to the purchase of a bond at a premium or discount. This results in a market yield in the income statement for those assets and liabilities. Assuming a stable market environment from the date of purchase, we would expect that as these assets and liabilities mature, they could generally be replaced with instruments of similar yields.

In 4Q04, we recorded $60 million in net pre-tax exit costs principally comprising personnel and employee benefit costs relating to SouthTrust employees somewhat offset by valuation gains on regulatory mandated branch sales.

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Wachovia 4Q04 Quarterly Earnings Report

Goodwill and Other Intangibles Created by the SouthTrust Transaction - Preliminary

(In millions)
Purchase price less former SouthTrust ending tangible stockholders' equity as of November 1, 2004	$	10,048
Fair value purchase accounting adjustments(a)
Financial assets		(69	)
Premises and equipment		98
Employee benefit plans		99
Financial liabilities		275
Other		27
Income taxes		(163	)
Total fair value purchase accounting adjustments		267
Exit cost purchase accounting adjustments(b)
Personnel and employee termination benefits		168
Occupancy and equipment		—
Regulatory mandated branch sales		(129	)
Other		21
Total pre-tax exit costs		60
Income taxes		17
Total after-tax exit cost purchase accounting adjustments (One-time costs)		77
Total purchase intangibles		10,392
Core deposit base and customer relationship intangibles (Net of income taxes)		455
Goodwill as of December 31, 2004	$	9,937

^(a) These adjustments represent fair value adjustments in compliance with purchase accounting standards and adjust assets and liabilities of the former SouthTrust to their fair values as of November 1, 2004.

^(b) These adjustments represent incremental expenses relating to combining the two companies and are specifically attributable to those businesses of the former SouthTrust.

The preliminary fair value purchase accounting adjustments relating to SouthTrust were $267 million. These adjustments are preliminary and subject to further refinement.

Goodwill and Other Intangibles Createdby the Wachovia Securities Retail Brokerage Transaction - Final

(In millions)
Contributed value less book value of net assets contributed by Prudential Financial, Inc. as of July 1, 2003(a)	$	118
Fair value purchase accounting adjustments(b)
Premises and equipment		116
Other		127
Income taxes		(55	)
Total fair value purchase accounting adjustments		188
Exit cost purchase accounting adjustments(c)
Personnel and employee termination benefits		147
Occupancy and equipment		324
Other		44
Total pre-tax exit costs		515
Income taxes		(128	)
Total after-tax exit cost purchase accounting adjustments (One-time costs)		387
Total purchase intangibles		693
Customer relationships intangibles (Net of income taxes)		113
Goodwill as of December 31, 2004	$	580

^(a) 3Q03 based on preliminary valuation of net assets contributed.

^(b) These adjustments represent fair value adjustments in compliance with purchase accounting standards and adjust assets and liabilities contributed by Prudential Financial to their fair values as of July 1, 2003.

^(c) These adjustments represent incremental expenses relating to combining the two companies and are specifically attributable to those businesses contributed by Prudential Financial.

The fair value purchase accounting adjustments relating to the Wachovia Securities retail brokerage transaction were final as of June 30, 2004, subject to a reclassification recorded in 4Q04 that had the effect of increasing goodwill and reducing deferred taxes and other liabilities by $77 million. As of December 31, 2004, the goodwill attributable to this transaction was $580 million.

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Wachovia 4Q04 Quarterly Earnings Report

EXPLANATIONOF OUR USEOF 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 3 and 5 under the captions “Earnings Reconciliation”, and “Other Financial Measures”, each with the sub-headings – “Earnings excluding merger-related and restructuring expenses and — “Earnings excluding merger-related and restructuring expenses, and other intangible amortization”, and which are reconciled to GAAP financial measures on pages 41-44. 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 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 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.

See also page 46 for a discussion of the presentation of “Supplemental Illustrative Combined” financial information.

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Wachovia 4Q04 Quarterly Earnings Report

RECONCILIATION OF CERTAIN NON-GAAP FINANCIAL MEASURES

Reconciliation of Certain Non-GAAP Financial Measures		2004									2003
(Dollars in millions, except per share data)	*	Fourth Quarter			Third Quarter		Second Quarter		First Quarter		Fourth Quarter
Net income available to common stockholders
Net income available to common stockholders(GAAP)	A	$	1,448		1,263		1,252		1,251		1,100
After tax merger-related and restructuring expenses(GAAP)			53		55		47		48		75
Net income available to common stockholders, excluding merger-related and restructuring expenses	B		1,501		1,318		1,299		1,299		1,175
After tax other intangible amortization(GAAP)			74		62		67		69		74
Net income available to common stockholders, excluding after tax merger-related and restructuring expenses, and other intangible amortization	C	$	1,575		1,380		1,366		1,368		1,249
Return on average common stockholders’ equity
Average common stockholders’ equity(GAAP)	D	$	42,644		33,246		32,496		32,737		32,141
Merger-related and restructuring expenses(GAAP)			169		116		69		20		199
Average common stockholders’ equity, excluding merger-related and restructuring expenses	E		42,813		33,362		32,565		32,757		32,340
Average intangible assets(GAAP)	F		(19,257	)	(12,473	)	(12,326	)	(12,351	)	(12,380	)
Average common stockholders’ equity, excluding merger-related and restructuring expenses, and other intangible amortization	G	$	23,556		20,889		20,239		20,406		19,960
Return on average common stockholders’ equity
GAAP	A/D		13.50	%	15.12		15.49		15.37		13.58
Excluding merger-related and restructuring expenses	B/E		13.95		15.72		16.04		15.95		14.41
Return on average tangible common stockholders’ equity
GAAP	A/D+F		24.62		24.20		24.96		24.68		22.09
Excluding merger-related and restructuring expenses, and other intangible amortization	C/G		26.59	%	26.28		27.15		26.97		24.83

Table continued on next page.

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Wachovia 4Q04 Quarterly Earnings Report

RECONCILIATION OF CERTAIN NON-GAAP FINANCIAL MEASURES

Reconciliation of Certain Non-GAAP Financial Measures		2004									2003
(Dollars in millions, except per share data)	*	Fourth Quarter			Third Quarter		Second Quarter		First Quarter		Fourth Quarter
Return on average assets
Average assets(GAAP)	H	$	472,431		424,399		411,074		398,688		388,987
Average intangible assets(GAAP)			(19,257	)	(12,473	)	(12,326	)	(12,351	)	(12,380	)
Average tangible assets(GAAP)	I	$	453,174		411,926		398,748		386,337		376,607
Average assets(GAAP)		$	472,431		424,399		411,074		398,688		388,987
Merger-related and restructuring expenses(GAAP)			169		116		69		20		199
Average assets, excluding merger-related and restructuring expenses	J		472,600		424,515		411,143		398,708		389,186
Average intangible assets(GAAP)			(19,257	)	(12,473	)	(12,326	)	(12,351	)	(12,380	)
Average tangible assets, excluding merger- related and restructuring expenses	K	$	453,343		412,042		398,817		386,357		376,806
Return on average assets
GAAP	A/H		1.22	%	1.18		1.22		1.26		1.12
Excluding merger-related and restructuring expenses	B/J		1.26		1.24		1.27		1.31		1.20
Return on average tangible assets
GAAP	A/I		1.27		1.22		1.26		1.30		1.16
Excluding merger-related and restructuring expenses, and other intangible amoritization	C/K		1.38	%	1.33	%	1.38		1.42		1.32

* The letters included in the column are provided to show how the various ratios presented in the tables on pages 41 through 44 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 4Q04 Quarterly Earnings Report

RECONCILIATION OF CERTAIN NON-GAAP FINANCIAL MEASURES

Reconciliation of Certain Non-GAAP Financial Measures	*	2004										2003
(Dollars in millions, except per share data)		Fourth Quarter			Third Quarter			Second Quarter		First Quarter		Fourth Quarter
Overhead efficiency ratios							��
Noninterest expense(GAAP)	L	$	3,834		3,671			3,495		3,666		3,775
Merger-related and restructuring expenses(GAAP)			(116	)	(127	)		(102	)	(99	)	(135	)
Noninterest expense, excluding merger-related and restructuring expenses	M		3,718		3,544			3,393		3,567		3,640
Other intangible amortization(GAAP)			(113	)	(99	)		(107	)	(112	)	(120	)
Noninterest expense, excluding merger-related and restructuring expenses, and other intangible amortization	N	$	3,605		3,445			3,286		3,455		3,520
Net interest income(GAAP)		$	3,297		2,965			2,838		2,861		2,877
Tax-equivalent adjustment			60		63			65		62		65
Net interest income(Tax-equivalent)			3,357		3,028			2,903		2,923		2,942
Fee and other income(GAAP)			2,804		2,601			2,607		2,767		2,613
Total	O	$	6,161		5,629			5,510		5,690		5,555
Retail Brokerage Services, excluding insurance
Noninterest expense(GAAP)	P	$	905		859			905		985		957
Net interest income(GAAP)		$	141		139			118		106		82
Tax-equivalent adjustment			1		—			—		—		1
Net interest income(Tax-equivalent)			142		139			118		106		83
Fee and other income(GAAP)			906		827			907		1,031		1,008
Total	Q	$	1,048		966			1,025		1,137		1,091
Overhead efficiency ratios
GAAP	L/O		62.23	%	65.20			63.46		64.42		67.95
Excluding merger-related and restructuring expenses	M/O		60.34		62.96			61.60		62.67		65.51
Excluding merger-related and restructuring expenses, and brokerage	M-P/O-Q		55.01		57.56			55.50		56.69		60.08
Excluding merger-related and restructuring expenses, and other intangible amortization	N/O		58.50		61.20			59.66		60.70		63.35
Excluding merger-related and restructuring expenses, other intangible amortization and brokerage	N-P/O-Q		52.79	%	55.44			53.12		54.23		57.39

Table continued on next page

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Wachovia 4Q04 Quarterly Earnings Report

RECONCILIATION OF CERTAIN NON-GAAP FINANCIAL MEASURES

Reconciliation of Certain Non-GAAP Financial Measures	*	2004									2003
(Dollars in millions, except per share data)		Fourth Quarter			Third Quarter		Second Quarter		First Quarter		Fourth Quarter
Operating leverage
Operating leverage(GAAP)		$	368		(55	)	(11	)	244		18
Merger-related and restructuring expenses(GAAP)			(10	)	25		3		(36	)	(12	)
Operating leverage, excluding merger-related and restructuring expenses			358		(30	)	(8	)	208		6
Other intangible amortization(GAAP)			15		(8	)	(5	)	(8	)	(7	)
Operating leverage, excluding merger-related and restructuring expenses, and other intangible amortization		$	373		(38	)	(13	)	200		(1	)
Dividend payout ratios on common shares
Dividends paid per common share	R	$	0.46		0.40		0.40		0.40		0.35
Diluted earnings per common share(GAAP)	S	$	0.95		0.96		0.95		0.94		0.83
Merger-related and restructuring expenses(GAAP)			0.04		0.04		0.03		0.04		0.05
Other intangible amortization(GAAP)			0.05		0.05		0.05		0.05		0.06
Diluted earnings per common share, excluding merger-related and restructuring expenses, and other intangible amortization	T	$	1.04		1.05		1.03		1.03		0.94
Dividend payout ratios
GAAP	R/S		48.42	%	41.67		42.11		42.55		42.17
Excluding merger-related and restructuring expenses, and other intangible amortization	R/T		44.23	%	38.10		38.83		38.83		37.23

* The letters included in the column are provided to show how the various ratios presented in the tables on pages 41 through 44 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 4Q04 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 (A) the merger between Wachovia Corporation and SouthTrust Corporation, completed November 1, 2004, (the “Merger”), and (B) the retail securities brokerage combination transaction between Wachovia and Prudential Financial, Inc., completed July 1, 2003 (the “Brokerage Transaction”), including future financial and operating results, cost savings, enhanced revenues and the accretion of reported earnings that may be realized from the Merger and/or the Brokerage Transaction, (iii) statements with respect to Wachovia’s plans, objectives, expectations and intentions and other statements that are not historical facts, and (iv) 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 Merger and/or the Brokerage Transaction 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 Merger and/or the Brokerage Transaction may not be fully realized or realized within the expected time frame; (3) revenues following the Merger and/or the Brokerage Transaction may be lower than expected; (4) deposit attrition, customer attrition, operating costs, and business disruption following the Merger and/or the Brokerage Transaction, 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 January 19, 2005.

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

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Wachovia 4Q04 Quarterly Earnings Report

SUPPLEMENTAL ILLUSTRATIVE COMBINED INFORMATION

This Quarterly Earnings Report contains certain financial information labeled “Combined” results. The “Combined” information contained in this Quarterly Earnings Report shows certain historical financial data for each of Wachovia and SouthTrust and also shows similar combined illustrative information reflecting the merger of SouthTrust with and into Wachovia. The historical financial data show the financial results actually achieved by Wachovia and SouthTrust for the periods indicated. The “Combined” illustrative information shows the illustrative effect of the merger under the purchase method of accounting hypothetically assuming the merger was consummated as of the applicable prior period, instead of November 1, 2004, the actual merger consummation date. In the case of the “Combined” illustrative information for the three months ended December 31, 2004, the standalone SouthTrust information represents the period from October 1, 2004 to October 31, 2004. In the case of the “Combined” illustrative information for the full year ended December 31, 2004, the standalone SouthTrust information represents the period from January 1, 2004 to October 31, 2004.

The “Combined” illustrative information is not prepared in accordance with generally accepted accounting principles (“GAAP”), although both the historical Wachovia and historical SouthTrust financial information presented were respectively prepared in accordance with GAAP. Wachovia believes the “Combined” illustrative information is useful to investors in understanding how the financial information of Wachovia and SouthTrust may have appeared on a combined basis had the two companies actually been merged as of the dates indicated and how the financial information of the business segments and certain sub-segments of the new combined company may have appeared had the two companies actually been merged as of the dates indicated.

The “Combined” illustrative information includes estimated adjustments to record certain assets and liabilities of SouthTrust at their respective fair values and to record certain exit costs related to SouthTrust. The estimated adjustments are subject to updates as additional information becomes available and as additional analyses are performed. Certain other assets and liabilities of SouthTrust will also be subject to adjustment to their respective fair values, including additional intangible assets which may be identified. Pending more detailed analyses, no estimated adjustments are included for these assets and liabilities. Any change in the fair value of the net assets of SouthTrust will change the amount of the purchase price allocable to goodwill. In addition, the final adjustments may be materially different from the unaudited estimated adjustments presented. The “Combined” illustrative information cannot be reconciled to GAAP because many of the purchase accounting adjustments resulting from the merger are based upon valuations of assets as of the merger date and therefore cannot be ascertained for prior periods.

We anticipate that the merger will provide Wachovia with financial benefits that include increased revenue and reduced operating expenses, but these financial benefits are not reflected in the “Combined” illustrative information. Accordingly, the “Combined” illustrative information does not attempt to predict or suggest future results. It also does not necessarily reflect what the historical results of the combined company would have been had our companies been combined during the periods presented.

The costs associated with merger integration activities that impact certain SouthTrust systems, facilities and equipment, personnel and contractual arrangements will be recorded as purchase accounting adjustments when the appropriate plans are in place with potential refinements up to one year after completion of the merger as additional information becomes available. We currently estimate that exit cost purchase accounting adjustments will amount to $447 million pre-tax ($275 million after-tax). The costs associated with integrating systems and operations will be recorded as merger-related expenses based on the nature and timing of the related expenses, but generally will be recorded as the expenses are incurred. Restructuring charges will be recorded based on the nature and timing of the expenses and generally will include merger integration activities that impact Wachovia systems, facilities and equipment, personnel and contractual arrangements. We currently expect merger-related and restructuring expenses will amount to $253 million pre-tax ($156 million after-tax) and will be incurred and reported through 2006.

The information herein is based on historical financial information and related notes that Wachovia and SouthTrust have respectively presented in prior filings with the Securities and Exchange Commission. Shareholders are encouraged to review that historical financial information and related notes in connection with the “Combined” illustrative information.

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