WACHOVIA CORP/ NC, 10-Q, 2000-11-13

WACHOVIA CORP/ NC
10-Q, 2000-11-13
NATIONAL COMMERCIAL BANKS

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

For the quarterly period ended September 30, 2000

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

Commission File Number 1-9021

Wachovia Corporation

North Carolina 56-1473727
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

Address and Telephone Number:

100 North Main Street 191 Peachtree Street NE
Winston-Salem, North Carolina 27101 Atlanta, Georgia 30303
(336) 770-5000 (404) 332-5000

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes [ ] No

As of September 30, 2000, Wachovia Corporation had 203,463,756 shares of common
stock outstanding.

<PAGE>

PART I -- FINANCIAL INFORMATION

Item 1. Financial Statements

<TABLE>
<CAPTION>
Page No.
---------
<S> <C>
Consolidated Statements of Condition at September 30, 2000, December 31, 1999 and
September 30, 1999............................................................................... 3

Consolidated Statements of Income for the three and nine months ended September 30, 2000 and
September 30, 1999 .............................................................................. 4

Consolidated Statements of Shareholders' Equity for the nine months ended September 30, 2000 and
September 30, 1999 ............................................................................... 5

Consolidated Statements of Cash Flows for the nine months ended September 30, 2000 and
September 30, 1999............................................................................... 6
</TABLE>

The unaudited consolidated financial statements referred to above do not include
all information and footnotes required under generally accepted accounting
principles. However, in the opinion of management, the interim financial
information includes all adjustments, consisting of normal recurring
adjustments, necessary to present fairly the results of operations for the
periods presented. The results of operations shown in the interim statements are
not necessarily indicative of the results that may be expected for the entire
year.

2
<PAGE>

Consolidated Statements of Condition
--------------------------------------------------------------------------------
$ in thousands Wachovia Corporation and Subsidiaries

<TABLE>
<CAPTION>
September 30 December 31 September 30
2000 1999 1999
----------- ----------- -----------
<S> <C> <C> <C>
Assets
Cash and due from banks .................................................... $ 3,356,356 $ 3,475,004 $ 2,984,574
Interest-bearing bank balances ............................................. 107,672 184,904 128,605
Federal funds sold and securities purchased under resale agreements ........ 774,121 761,962 532,681
Trading account assets ..................................................... 886,783 870,304 970,027
Securities available-for-sale .............................................. 7,180,779 7,095,790 8,014,376
Securities held-to-maturity (fair value of $1,069,393, $1,061,150 and
$1,295,169, respectively).................................................. 1,053,283 1,048,724 1,271,137
Loans, net of unearned income .............................................. 54,225,184 49,621,225 47,625,021
Less allowance for loan losses ............................................. 799,461 554,810 553,894
----------- ------------ -----------
Net loans ................................................................ 53,425,723 49,066,415 47,071,127
Premises and equipment ..................................................... 917,253 953,832 963,599
Due from customers on acceptances .......................................... 82,647 111,684 122,745
Other assets ............................................................... 4,235,611 3,783,918 3,746,828
----------- ------------ -----------
Total assets ............................................................. $72,020,228 $67,352,537 $65,805,699
=========== ============ ===========
Liabilities
Deposits in domestic offices:
Demand .................................................................... $ 9,193,860 $ 8,730,673 $ 8,325,960
Interest-bearing demand ................................................... 4,682,768 4,527,711 4,780,153
Savings and money market savings .......................................... 12,692,961 13,760,479 13,063,582
Savings certificates ...................................................... 9,477,964 8,701,074 8,841,306
Large denomination certificates ........................................... 3,508,194 3,154,754 3,271,805
----------- ------------ -----------
Total deposits in domestic offices ....................................... 39,555,747 38,874,691 38,282,806
Interest-bearing deposits in foreign offices ............................... 4,706,698 2,911,727 1,426,044
----------- ------------ -----------
Total deposits ........................................................... 44,262,445 41,786,418 39,708,850
Federal funds purchased and securities sold under repurchase agreements .... 5,770,638 5,372,493 6,736,805
Commercial paper ........................................................... 1,993,503 1,658,988 1,540,129
Other short-term borrowed funds ............................................ 2,114,132 3,071,493 1,493,525
Long-term debt ............................................................. 9,334,849 7,814,263 8,575,556
Acceptances outstanding .................................................... 82,647 111,684 122,745
Other liabilities .......................................................... 2,371,850 1,878,741 2,000,006
----------- ------------ -----------
Total liabilities ........................................................ 65,930,064 61,694,080 60,177,616
Shareholders' Equity
Preferred stock, par value $5 per share:
Authorized 50,000,000 shares; none outstanding ............................ ---- ---- ----
Common stock, par value $5 per share:
Authorized 1,000,000,000 shares; issued and outstanding 203,463,756,
201,812,295 and 202,742,870 shares, respectively ......................... 1,017,319 1,009,061 1,013,714
Capital surplus ............................................................ 731,137 598,149 679,200
Retained earnings .......................................................... 4,373,813 4,125,524 3,964,163
Accumulated other comprehensive loss ....................................... (32,105) (74,277) (28,994)
----------- ------------ -----------
Total shareholders' equity ............................................... 6,090,164 5,658,457 5,628,083
----------- ------------ -----------
Total liabilities and shareholders' equity ............................... $72,020,228 $67,352,537 $65,805,699
=========== ============ ===========
</TABLE>

3
<PAGE>

Consolidated Statements of Income
--------------------------------------------------------------------------------
$ in thousands, except per share Wachovia Corporation and Subsidiaries

<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
---------------------------- ---------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Interest Income
Loans, including fees ............................................... $1,219,273 $ 999,849 $ 3,482,285 $ 2,943,877
Securities available-for-sale ....................................... 112,580 127,032 343,058 380,837
Securities held-to-maturity:
State and municipal ................................................ 3,878 2,969 11,245 8,367
Other investments .................................................. 15,140 19,452 46,161 61,680
Interest-bearing bank balances ...................................... 1,424 1,631 4,347 5,215
Federal funds sold and securities purchased under resale agreements . 6,803 7,062 21,091 21,293
Trading account assets .............................................. 11,395 7,348 32,774 21,065
----------- ------------ ------------- -----------
Total interest income ............................................. 1,370,493 1,165,343 3,940,961 3,442,334
Interest Expense
Deposits:
Domestic offices ................................................... 362,875 286,907 1,032,551 854,740
Foreign offices .................................................... 63,288 24,730 177,518 72,689
----------- ------------ ------------- -----------
Total interest on deposits ........................................ 426,163 311,637 1,210,069 927,429
Short-term borrowed funds ........................................... 148,474 112,336 403,997 327,807
Long-term debt ...................................................... 165,119 124,265 437,280 344,915
----------- ------------ ------------- -----------
Total interest expense ............................................ 739,756 548,238 2,051,346 1,600,151
Net Interest Income ................................................. 630,737 617,105 1,889,615 1,842,183
Provision for loan losses ........................................... 123,956 76,770 470,987 231,931
----------- ------------ ------------- -----------
Net interest income after provision for loan losses ................. 506,781 540,335 1,418,628 1,610,252
Other Income
Service charges on deposit accounts ................................. 106,765 94,595 311,956 273,004
Fees for trust services ............................................. 56,636 60,066 162,059 164,109
Credit card income .................................................. 82,337 70,786 224,982 190,197
Investment fees ..................................................... 80,065 69,364 258,274 156,603
Capital markets income .............................................. 40,092 41,914 129,892 121,806
Electronic banking .................................................. 26,254 23,310 75,803 64,323
Mortgage fees ....................................................... 7,373 7,378 18,295 28,207
Other operating income .............................................. 120,468 65,428 279,827 172,405
----------- ------------ ------------- -----------
Total other operating revenue ..................................... 519,990 432,841 1,461,088 1,170,654
Securities (losses) gains ........................................... (163) 147 63 10,834
----------- ------------ ------------- -----------
Total other income ................................................ 519,827 432,988 1,461,151 1,181,488
Other Expense
Salaries ............................................................ 275,249 266,488 845,488 744,336
Employee benefits ................................................... 50,494 50,572 159,627 151,662
----------- ------------ ------------- -----------
Total personnel expense ........................................... 325,743 317,060 1,005,115 895,998
Net occupancy expense ............................................... 40,229 38,955 120,439 112,796
Equipment expense ................................................... 45,274 49,081 140,377 145,637
Merger-related charges .............................................. 11,928 5,293 28,958 13,640
Litigation settlement charge ........................................ ---- ---- 20,000 ----
Restructuring charge ................................................ 87,944 ---- 87,944 ----
Other operating expense ............................................. 197,579 166,803 575,133 481,936
----------- ------------ ------------- -----------
Total other expense ............................................... 708,697 577,192 1,977,966 1,650,007
Income before income taxes .......................................... 317,911 396,131 901,813 1,141,733
Income tax expense .................................................. 112,587 138,632 314,211 393,448
----------- ------------ ------------- -----------
Net Income .......................................................... $ 205,324 $ 257,499 $ 587,602 $ 748,285
=========== ============ ============= ===========
Net income per common share:
Basic .............................................................. $ 1.01 $ 1.27 $ 2.90 $ 3.69
Diluted ............................................................ $ 1.00 $ 1.25 $ 2.87 $ 3.62
Average shares outstanding:
Basic .............................................................. 203,347 202,167 202,848 203,007
Diluted ............................................................ 204,621 205,345 204,470 206,562
</TABLE>

4
<PAGE>

Consolidated Statement of Shareholders' Equity
--------------------------------------------------------------------------------
$ in thousands, except per share Wachovia Corporation and Subsidiaries

<TABLE>
<CAPTION>
Accumulated
Common Stock Other
------------------------- Capital Retained Comprehensive
Shares Amount Surplus Earnings Income (Loss) Total
------------ --------- ----------- ---------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Period ended September 30, 1999
Balance at beginning of year ...................... 202,986,100 $1,014,931 $ 669,244 $3,571,617 $ 82,440 $5,338,232
Net income ........................................ 748,285 748,285
Unrealized holding losses on securities available-
for-sale, net of deferred tax benefit and
reclassification adjustment ...................... (111,434) (111,434)
----------
Comprehensive income* ........................... 636,851
Cash dividends declared on common
stock -- $1.52 a share............................ (309,174) (309,174)
Common stock issued pursuant to:
Stock option and employee benefit plans .......... 1,018,957 5,094 100,342 105,436
Dividend reinvestment plan ....................... 208,182 1,041 16,300 17,341
Conversion of debentures ......................... 2,304 11 178 189
Acquisitions ..................................... 4,801,989 24,010 399,059 423,069
Common stock acquired ............................. (6,274,662) (31,373) (505,891) (537,264)
Miscellaneous ..................................... (32) (46,565) (46,597)
------------- ---------- ----------- ---------- ---------- ----------
Balance at end of period .......................... 202,742,870 $1,013,714 $ 679,200 $3,964,163 $(28,994) $5,628,083
============= ========== =========== ========== ======== ==========
Period ended September 30, 2000
Balance at beginning of year ...................... 201,812,295 $1,009,061 $ 598,149 $4,125,524 $(74,277) $5,658,457
Net income ........................................ 587,602 587,602
Unrealized holding gains on securities available-
for-sale, net of deferred tax benefit and
reclassification adjustment ...................... 42,172 42,172
----------
Comprehensive income* ........................... 629,774
Cash dividends declared on common
stock -- $ 1.68 a share........................... (341,589) (341,589)
Common stock issued pursuant to:
Stock option and employee benefit plans .......... 895,933 4,480 48,279 52,759
Dividend reinvestment plan ....................... 280,503 1,403 15,726 17,129
Acquisitions ..................................... 2,254,947 11,275 167,674 178,949
Common stock acquired ............................. (1,779,922) (8,900) (98,691) (107,591)
Miscellaneous ..................................... 2,276 2,276
------------- ---------- ----------- ---------- ---------- ----------
Balance at end of period .......................... 203,463,756 $1,017,319 $ 731,137 $4,373,813 $(32,105) $6,090,164
============= ========== =========== ========== ========== ==========
</TABLE>

* Comprehensive income for the third quarters of 2000 and 1999 was $252,776 and
$239,098, respectively.

5
<PAGE>

Consolidated Statements of Cash Flows
--------------------------------------------------------------------------------
$ in Thousands Wachovia Corporation and Subsidiaries

<TABLE>
<CAPTION>
Nine Months Ended
September 30
-----------------------------
2000 1999
------------- ------------
<S> <C> <C>
Operating Activities
Net income ............................................................................... $ 587,602 $ 748,285
Adjustments to reconcile net income to net cash provided by operations:
Provision for loan losses ............................................................... 470,987 231,931
Depreciation and amortization ........................................................... 219,900 178,153
Deferred income taxes ................................................................... 149,082 289,634
Securities gains ........................................................................ (63) (10,834)
Loss (gain) on sale of noninterest-earning assets ....................................... 86 (12,833)
(Decrease) increase in accrued income taxes ............................................. (10,242) 29,956
Increase in accrued interest receivable ................................................. (37,793) (26,042)
Increase in accrued interest payable .................................................... 47,724 42,529
Net change in other accrued and deferred income and expense ............................. 128,811 76,003
Net trading account activities .......................................................... (16,479) (190,848)
Net loans held for resale ............................................................... (76,673) 244,305
------------- -------------
Net cash provided by operating activities .............................................. 1,462,942 1,600,239
Investing Activities
Net decrease (increase) in interest-bearing bank balances ................................ 92,616 (17,527)
Net decrease in federal funds sold and securities purchased under resale agreements ...... 6,158 188,920
Purchases of securities available-for-sale ............................................... (959,658) (2,146,210)
Purchases of securities held-to-maturity ................................................. (129,277) (57,339)
Sales of securities available-for-sale ................................................... 485,616 227,791
Calls, maturities and prepayments of securities available-for-sale ....................... 611,721 1,743,378
Calls, maturities and prepayments of securities held-to-maturity ......................... 149,075 171,444
Net increase in loans made to customers .................................................. (4,300,867) (3,395,011)
Credit card receivables securitized ...................................................... 418,398 1,395,954
Capital expenditures ..................................................................... (75,074) (175,024)
Proceeds from sales of premises and equipment ............................................ 14,369 23,241
Net increase in other assets ............................................................. (76,808) (247,009)
Business combinations .................................................................... (762,629) (11,016)
------------- -------------
Net cash used by investing activities .................................................. (4,526,360) (2,298,408)
Financing Activities
Net decrease in demand, savings and money market accounts ................................ (690,963) (221,057)
Net increase (decrease) in certificates of deposit ....................................... 2,653,841 (1,064,822)
Net increase in federal funds purchased and securities sold under repurchase agreements .. 394,265 1,213,243
Net increase in commercial paper ......................................................... 334,515 180,747
Net decrease in other short-term borrowings .............................................. (957,361) (452,410)
Proceeds from issuance of long-term debt ................................................. 2,369,884 1,583,199
Maturities and repayments of long-term debt .............................................. (862,765) (643,519)
Common stock issued ...................................................................... 33,730 35,234
Dividend payments ........................................................................ (341,589) (309,174)
Common stock repurchased ................................................................. (104,213) (520,702)
Net increase in other liabilities ........................................................ 115,426 81,739
------------- -------------
Net cash provided (used) by financing activities ....................................... 2,944,770 (117,522)
Decrease in Cash and Cash Equivalents .................................................... (118,648) (815,691)
Cash and cash equivalents at beginning of year ........................................... 3,475,004 3,800,265
------------- -------------
Cash and cash equivalents at end of period ............................................... $ 3,356,356 $ 2,984,574
============= =============
</TABLE>

6
<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations

Selected Period-End Data Table 1
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
September 30
-------------------
2000 1999
-------- -------
<S> <C> <C>
Banking offices:
North Carolina ............................... 187 190
Virginia ..................................... 195 237
Georgia ...................................... 139 131
South Carolina ............................... 118 119
Florida ...................................... 40 38
-------- --------
Total ..................................... 679 715
======== ========
Automated banking machines:
North Carolina ............................... 449 445
Virginia ..................................... 273 288
Georgia ...................................... 314 302
South Carolina ............................... 284 289
Florida ...................................... 44 37
-------- --------
Total ..................................... 1,364 1,361
======== ========
Employees (full-time equivalent) .............. 21,110 21,722
Common stock shareholders of record ........... 51,009 52,500
Common shares outstanding (thousands) ......... 203,464 202,743
</TABLE>

Common Stock Data -- Per Share Table 2
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
2000 1999
-------------------- --------------------------------
Third Second First Fourth Third
Quarter Quarter Quarter Quarter Quarter
------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Market value:
Period-end ............................................. $ 56.69 $ 54.25 $ 67.56 $ 68.00 $ 78.63
High ................................................... 60.38 75.25 68.94 88.88 85.25
Low .................................................... 53.38 53.56 53.63 65.44 75.31
Book value at period-end ................................ 29.93 29.20 28.88 28.04 27.76
Dividend ................................................ .60 .54 .54 .54 .54
Price/earnings ratio (1) ................................ 13.7x 12.3x 13.7x 13.9x 16.4x
Price/earnings ratio without nonrecurring items (1), (2) 12.3 11.9 13.3 13.7 16.2
</TABLE>

(1) Based on the most recent four quarters of net income per diluted share and
end of period stock price.
(2) Excludes the after-tax impact of nonrecurring charges.

Forward-Looking Statements
--------------------------------------------------------------------------------
This Quarterly Report on Form 10-Q contains forward-looking statements regarding
Wachovia, including, without limitation, statements relating to Wachovia's
expectations with respect to revenue, credit losses, levels of nonperforming
assets, expenses, earnings and other measures of financial performance. Words
such as "may," "could," "would," "should," "believes," "expects," "anticipates,"
"estimates," "intends," "plans," "targets" or similar expressions are intended
to identify forward-looking statements. These forward-looking statements are not
guarantees of future performance and 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 expectations expressed in
such forward-looking statements: (1) business increases, productivity gains and
other investments are lower than expected or do not occur as quickly as
anticipated; (2) competitive pressures among financial service companies
increase significantly; (3) the strength of the United States economy in general
and/or the strength of the local economies of the States in which Wachovia
conducts operations changes; (4) trade, monetary and fiscal policies and laws,
including interest rate policies of the Board of Governors of the Federal
Reserve System, change; (5) inflation, interest rates and/or market conditions
fluctuate; (6) conditions in the stock market, the public debt market and other
capital markets deteriorate, and impact Wachovia's activities; (7) Wachovia
fails to develop competitive new products and services and/or new and existing
customers do not accept these products and services; (8) financial services'
laws and regulations change; (9) technology changes and Wachovia fails to adapt
to those changes; (10) consumer spending and saving habits change; (11)
unanticipated regulatory or judicial proceedings occur; and (12) Wachovia is
unsuccessful at managing the risks involved in the foregoing. Additional
information with respect to factors that may cause actual results to differ
materially from those contemplated by such forward-looking statements may also
be included in other reports that Wachovia files with the Securities and
Exchange Commission. Wachovia cautions that the foregoing list of factors is not
exclusive and not to place undue reliance on forward-looking statements.
Wachovia does not intend to update any forward-looking statement, whether
written or oral, relating to the matters discussed in this Quarterly Report on
Form 10-Q.

7
<PAGE>

Financial Summary Table 3
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Twelve
Months 2000
Ended -------------------------------------------
September 30, Third Second First
2000 Quarter Quarter Quarter
---------- ----------- ----------- -----------
<S> <C> <C> <C>
Summary of Operations
(thousands, except per share data)
Interest income ......................... $5,165,447 $1,370,493 $ 1,325,111 $ 1,245,357
Interest expense ........................ 2,647,929 739,756 685,729 625,861
---------- ----------- ----------- -----------
Net interest income ..................... 2,517,518 630,737 639,382 619,496
Provision for loan losses ............... 537,161 123,956 273,365 73,666
---------- ----------- ----------- -----------
Net interest income after provision
for loan losses ........................ 1,980,357 506,781 366,017 545,830
Other operating revenue ................. 1,900,557 519,990 470,299 470,799
Securities gains (losses) ............... 123 (163) 59 167
---------- ----------- ----------- -----------
Total other income ...................... 1,900,680 519,827 470,358 470,966
Personnel expense ....................... 1,329,403 325,743 335,491 343,881
Merger-related charges .................. 34,627 11,928 8,872 8,158
Litigation settlement charge ............ 20,000 ---- ---- 20,000
Restructuring charge .................... 87,944 87,944 ---- ----
Other expense ........................... 1,106,610 283,082 286,928 265,939
---------- ----------- ----------- -----------
Total other expense ..................... 2,578,584 708,697 631,291 637,978
Income before income tax expense ........ 1,302,453 317,911 205,084 378,818
Income tax expense ...................... 451,915 112,587 67,513 134,111
---------- ----------- ----------- -----------
Net income .............................. $ 850,538 $ 205,324 $ 137,571 $ 244,707
========== =========== =========== ===========
Net income per common share:
Basic .................................. $ 4.20 $ 1.01 $ .68 $ 1.21
Diluted ................................ $ 4.15 $ 1.00 $ .67 $ 1.20
Cash dividends paid per common
share .................................. $ 2.22 $ .60 $ .54 $ .54
Cash dividends paid on common
stock .................................. $ 450,862 $ 121,990 $ 109,505 $ 110,094
Cash dividend payout ratio .............. 53.01% 59.41% 79.60% 44.99%
Average basic shares outstanding ........ 202,677 203,347 202,728 202,464
Average diluted shares outstanding ...... 204,627 204,621 204,572 204,213
Selected Average
Balances (millions)
Total assets ............................ $ 68,477 $ 69,709 $ 69,466 $ 67,755
Loans -- net of unearned income ......... 51,007 52,758 52,133 50,550
Securities .............................. 8,511 8,224 8,407 8,395
Other interest-earning assets ........... 1,382 1,197 1,241 1,245
Interest-bearing deposits ............... 34,607 34,800 35,663 34,873
Short-term borrowed funds ............... 9,101 9,019 8,621 8,920
Long-term debt .......................... 8,690 9,498 8,851 8,081
Noninterest-bearing deposits ............ 8,373 8,474 8,373 8,319
Shareholders' equity .................... 5,757 5,952 5,833 5,688
Ratios (averages)
Annualized net loan losses to loans ..... .66% .94% .56% .58%
Annualized return on assets ............. 1.24 1.18 .79 1.44
Annualized return on shareholders'
equity ................................. 14.77 13.80 9.43 17.21
Operating Performance
Excluding
Nonrecurring Items (1)
(thousands, except per share data)
Net income .............................. $ 944,708 $ 270,241 $ 143,337 $ 264,510
Net income per diluted share ............ $ 4.62 $ 1.32 $ .70 $ 1.30
Annualized return on assets ............. 1.38% 1.55% .83% 1.56%
Annualized return on shareholders'
equity ................................. 16.41 18.16 9.83 18.60
Cash dividend payout ratio .............. 47.73 45.14 76.40 41.62
Cash Basis Financial
Information (1), (2)
Net income .............................. $1,013,438 $ 289,882 $ 162,566 $ 281,589
Net income per diluted share ............ $ 4.95 $ 1.42 $ .79 $ 1.38
Annualized return on assets ............. 1.48% 1.69% .95% 1.69%
Annualized return on shareholders'
equity ................................. 17.60 24.08 13.84 24.27

<CAPTION>
1999 Nine Months Ended
----------------------------- September 30
Fourth Third -----------------------------
Quarter Quarter 2000 1999
------------- ----------- ------------- -----------
<S> <C> <C> <C> <C>
Summary of Operations
(thousands, except per share data)
Interest income ......................... $ 1,224,486 $ 1,165,343 $ 3,940,961 $ 3,442,334
Interest expense ........................ 596,583 548,238 2,051,346 1,600,151
------------- ----------- ------------- -----------
Net interest income ..................... 627,903 617,105 1,889,615 1,842,183
Provision for loan losses ............... 66,174 76,770 470,987 231,931
------------- ----------- ------------- -----------
Net interest income after provision
for loan losses ........................ 561,729 540,335 1,418,628 1,610,252
Other operating revenue ................. 439,469 432,841 1,461,088 1,170,654
Securities gains (losses) ............... 60 147 63 10,834
------------- ----------- ------------- -----------
Total other income ...................... 439,529 432,988 1,461,151 1,181,488
Personnel expense ....................... 324,288 317,060 1,005,115 895,998
Merger-related charges .................. 5,669 5,293 28,958 13,640
Litigation settlement charge ............ ---- ---- 20,000 ----
Restructuring charge .................... ---- ---- 87,944 ----
Other expense ........................... 270,661 254,839 835,949 740,369
------------- ----------- ------------- -----------
Total other expense ..................... 600,618 577,192 1,977,966 1,650,007
Income before income tax expense ........ 400,640 396,131 901,813 1,141,733
Income tax expense ...................... 137,704 138,632 314,211 393,448
------------- ----------- ------------- -----------
Net income .............................. $ 262,936 $ 257,499 $ 587,602 $ 748,285
============= =========== ============= ===========
Net income per common share:
Basic .................................. $ 1.30 $ 1.27 $ 2.90 $ 3.69
Diluted ................................ $ 1.28 $ 1.25 $ 2.87 $ 3.62
Cash dividends paid per common
share .................................. $ .54 $ .54 $ 1.68 $ 1.52
Cash dividends paid on common
stock .................................. $ 109,273 $ 109,220 $ 341,589 $ 309,174
Cash dividend payout ratio .............. 41.56% 42.42% 58.13% 41.32%
Average basic shares outstanding ........ 202,168 202,167 202,848 203,007
Average diluted shares outstanding ...... 205,096 205,345 204,470 206,562
Selected Average
Balances (millions)
Total assets ............................ $ 66,982 $ 64,815 $ 68,979 $ 64,894
Loans -- net of unearned income ......... 48,593 47,003 51,817 46,761
Securities .............................. 9,016 9,461 8,342 9,449
Other interest-earning assets ........... 1,844 1,464 1,227 1,455
Interest-bearing deposits ............... 33,107 31,996 35,111 32,062
Short-term borrowed funds ............... 9,836 8,848 8,854 9,254
Long-term debt .......................... 8,327 8,571 8,812 8,069
Noninterest-bearing deposits ............ 8,326 8,368 8,389 8,232
Shareholders' equity .................... 5,555 5,391 5,824 5,388
Ratios (averages)
Annualized net loan losses to loans ..... .54% .61% .70% .64%
Annualized return on assets ............. 1.57 1.59 1.14 1.54
Annualized return on shareholders'
equity ................................. 18.93 19.11 13.45 18.52
Operating Performance
Excluding
Nonrecurring Items (1)
(thousands, except per share data)
Net income .............................. $ 266,620 $ 260,939 $ 678,088 $ 757,234
Net income per diluted share ............ $ 1.30 $ 1.27 $ 3.32 $ 3.67
Annualized return on assets ............. 1.59% 1.61% 1.31% 1.56%
Annualized return on shareholders'
equity ................................. 19.20 19.36 15.52 18.74
Cash dividend payout ratio .............. 40.98 41.86 50.38 40.83
Cash Basis Financial
Information (1), (2)
Net income .............................. $ 279,401 $ 272,265 $ 734,036 $ 788,218
Net income per diluted share ............ $ 1.36 $ 1.33 $ 3.59 $ 3.82
Annualized return on assets ............. 1.69% 1.70% 1.44% 1.64%
Annualized return on shareholders'
equity ................................. 24.02 23.40 20.74 22.43
</TABLE>

(1) Excludes the effects of nonrecurring merger-related, litigation settlement
and restructuring charges.
(2) Excludes the effects of purchase accounting related intangibles.

8
<PAGE>

Results of Operations

This Quarterly Report on Form 10-Q should be read in conjunction with Wachovia's
1999 Annual Report on Form 10-K, and will serve to update previously reported
information for current interim period results.

Overview

The U.S. economy expanded at a moderate pace during the third quarter with some
continuing evidence of slowing from the rapid pace of growth earlier in the
year. This led the Federal Reserve to leave short-term interest rates unchanged
after a 50 basis point increase on May 16, 2000, that followed five 25 basis
point increases since July 1999. Most of the twelve Federal Reserve Districts
reported that consumer spending was flat to modestly higher compared with late
spring and early summer. Home sales and construction continued to soften, but
several Districts reported that commercial real estate activity was robust.
Overall, loan demand remained strong. Gross domestic product rose 2.7 percent,
based on preliminary data. Also based on preliminary data, the nation's average
unemployment rate fell to 3.9 percent from 4.2 percent during third quarter
1999. Within Wachovia's five-state operating area, unemployment averaged 3.5
percent.

Wachovia's strategy is to focus on entering and expanding businesses with strong
potential for growth, and redirecting resources as appropriate for the most
attractive returns. This will continue to be accomplished by enhancing products
and services through internal development, as well as by selective acquisitions
and partnerships.

During the third quarter, Wachovia announced plans to realign resources and
eliminate 1,800 positions as part of a continuing performance improvement
project designed to lift pre-tax earnings by $425 million by 2002. The
performance project, which began in 1999, seeks to improve earnings through
revenue enhancement, productivity gains, sharper capital deployment and expense
management.

On February 1, Wachovia completed its purchase of a majority of the credit card
business of Partners First Holdings LLC, adding 1.2 million customers and
approximately $2 billion of managed receivables. The acquisition of B C
Bankshares, Inc., parent company of the Bank of Canton, also was completed in
February. On June 1, Wachovia completed the acquisition of Commerce National
Corporation, the parent company of the National Bank of Commerce. These
transactions followed several purchase acquisitions completed in 1999 that
strengthened Wachovia's wealth advisory and capital markets capabilities.

On September 7, Wachovia announced an agreement to acquire DavisBaldwin, Inc., a
Tampa, Florida based insurance agency specializing in property and casualty
insurance services for commercial customers. The acquisition of DavisBaldwin,
Inc. was completed on November 1. On September 21, Wachovia announced a branch
swap transaction with another financial institution. The branch swap
transaction, which will be completed in the first quarter of 2000, will provide
Wachovia with its first retail branch in Tennessee and will allow for future
branches in that state. On October 30, Wachovia announced an agreement to
acquire Republic Security Financial Corporation, headquartered in West Palm
Beach, Florida, and parent company of Republic Security Bank. Republic Security,
which operates 99 banking facilities in 11 Florida counties, had assets of $3.4
billion and deposits of $2 billion at September 30, 2000. The transaction will
be accounted for as a purchase and is expected to be completed in the first
quarter of 2001.

9
<PAGE>

Computation of Earnings Per Common Share Table 4
--------------------------------------------------------------------------------
(thousands, except per share)

<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
------------------------- -------------------------
2000 1999 2000 1999
----------- --------- ----------- ---------
<S> <C> <C> <C> <C>
Basic
Average common shares outstanding ......................... 203,347 202,167 202,848 203,007
=========== ======= =========== =======
Net income ................................................ $ 205,324 $ 257,499 $ 587,602 $ 748,285
=========== ========= =========== =========
Per share amount .......................................... $ 1.01 $ 1.27 $ 2.90 $ 3.69
Diluted
Average common shares outstanding ......................... 203,347 202,167 202,848 203,007
Dilutive common stock options at average market price ..... 1,141 2,715 1,440 3,113
Dilutive common stock awards at average market price ...... 110 440 159 417
Convertible long-term debt assumed converted .............. 23 23 23 25
----------- --------- ----------- ---------
Average diluted shares outstanding ........................ 204,621 205,345 204,470 206,562
=========== ========= =========== =========
Net income ................................................ $ 205,324 $ 257,499 $ 587,602 $ 748,285
Add interest on convertible long-term debt -- net of tax .. 17 18 45 54
----------- --------- ----------- ---------
Adjusted net income ....................................... $ 205,341 $ 257,517 $ 587,647 $ 748,339
=========== ========= =========== =========
Per share amount .......................................... $ 1.00 $ 1.25 $ 2.87 $ 3.62
</TABLE>

Wachovia's operating net income for the third quarter of 2000 was $270 million
or $1.32 per diluted share versus $261 million or $1.27 per diluted share a year
earlier. On a reported basis, net income for the quarter was $205 million or
$1.00 per diluted share versus $257 million or $1.25 per diluted share a year
earlier. The third quarter continued the trend of slower revenue growth in
market-sensitive businesses begun in the second quarter. The provision for loan
losses remained above historical levels as loan charge offs and the balance of
nonperforming loans rose from earlier levels. Year-to-date operating earnings
were $678 million or $3.32 per diluted share compared with $757 million or $3.67
per diluted share for the same period in 1999. Operating earnings exclude
merger-integration and other nonrecurring charges. Reported earnings for the
first nine months of 2000 were $588 million or $2.87 per diluted share and $748
million or $3.62 per diluted share a year earlier. Comparisons between the 2000
and 1999 periods are also impacted by the results of acquisitions that are
included in reported results from their respective acquisition dates each year.

Expanded discussion of results of operations and financial condition follows.
Interest income is stated on a taxable equivalent basis, which is adjusted for
the tax-favored status of earnings from certain loans and securities. References
to changes in assets and liabilities represent daily average levels unless
otherwise noted.

Business Segments

Wachovia has five reportable business segments: Asset and Wealth Management,
Corporate, Credit Card, Consumer and Treasury & Administration.

Business segment results are reported on a management accounting basis. They
reflect evolving information needs specific to a company's business managers and
may differ by company due to wide discretion in application. As a result,
Wachovia's business segment results are not necessarily comparable with those of
other financial institutions with similar segments or with those of other
companies that compete directly in one or more of its lines of business. In
addition, business segment results may be restated in the future as Wachovia's
management structure, information needs or reporting systems evolve.

The provision for loan losses is charged to each business segment based on the
credit risk of each segment's loan portfolio. Operating expenses to support
business unit revenues are either charged directly as incurred or allocated from
support areas based on usage. In addition, general overhead expense that cannot
be specifically identified to a business unit is allocated based on the
proportion of each segment's direct expenses to total direct expenses of the
combined segments. Income tax expense is calculated for each business segment
with a blended tax rate. This rate is adjusted as applicable for the assumed tax
effect of tax-exempt income and nondeductible intangible amortization expense.

Beginning January 2000, Wachovia adopted a marginal matched maturity funds
transfer pricing methodology for management reporting. Formerly, Wachovia
utilized a multiple pool method to simulate matched funding. This change in
management accounting has been reflected for all periods. Given the complexity
of products and services and their impact on cash

10
<PAGE>

and balance sheet management, the marginal matched maturity method provides an
improved method of measuring the economics of products, services and business
unit results. The new approach evaluates the cash flows and repricing
characteristics of all balance sheet transactions at an instrument level by
benchmarking pricing decisions against Wachovia's wholesale cost of funds. This
approach removes most forms of interest rate risk, prepayment risk and liquidity
risk from the balance sheets of the business units and isolates them in Treasury
& Administration for centralized evaluation and management. Under marginal
matched maturity funds transfer pricing, business unit results more closely
represent the economic impact of growth and pricing decisions. Other minor
changes in management accounting were implemented during the year with all prior
periods restated to reflect the changes.

Financial results by business segment are discussed below.

Business Segments Table 5
--------------------------------------------------------------------------------
(Three Months Ended September 30)

<TABLE>
<CAPTION>
Asset and
Wealth
Management Corporate Credit Card
-------------------- ------------------- ------------------
2000 1999 2000 1999 2000 1999
---------- ------ ------- ------- ------- ------
<S> <C> <C> <C> <C> <C> <C>
Operations Summary
(millions)
External net interest
margin ....................... $ 37 $ 28 $ 677 $ 547 $ 305 $ 214
Internal funding (charge)
credit ....................... (3) 5 (430) (316) (132) (82)
---------- ------ ------- ------- ------- ------
Net interest income* .......... 34 33 247 231 173 132
Total other income ............ 151 134 103 100 57 43
--------- ------ ------- ------- ------- ------
Total revenue ................. 185 167 350 331 230 175
Provision for loan losses ..... ---- ---- 76 15 99 55
Total other expense ........... 155 141 176 170 76 51
--------- ------ ------- ------- ------- ------
Pretax profit ................. 30 26 98 146 55 69
Income taxes (benefit) ........ 12 10 36 53 20 25
--------- ------ ------- ------- ------- ------
Net income (loss) ............. $ 18 $ 16 $ 62 $ 93 $ 35 $ 44
========= ====== ======= ======= ======= ======
Percentage contribution to
total revenue** .............. 15.6% 15.4% 29.5% 30.5% 19.4% 16.2%
Percentage contribution to
net income ................... 8.8% 6.2% 30.2% 36.2% 17.1% 17.1%
Average Balances
(millions)
Total assets .................. $4,076 $3,242 $38,119 $34,101 $7,958 $6,246

<CAPTION>
Treasury & Total
Consumer Administration Eliminations Corporation
----------------- --------------------- ------------------ -------------------
2000 1999 2000 1999 2000 1999 2000 1999
------- ------ -------- ------- ------ ------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Operations Summary
(millions)
External net interest
margin ....................... $ (46) $ (39) $ (333) $ (123) $ (9) $ (10) $ 631 $ 617
Internal funding (charge)
credit ....................... 275 254 316 163 (26) (24) ---- ----
------- ------ -------- ------- ------ ------- -------- --------
Net interest income* .......... 229 215 (17) 40 (35) (34) 631 617
Total other income ............ 156 110 53 46 ---- ---- 520 433
------- ------ -------- ------- ------ ------- -------- --------
Total revenue ................. 385 325 36 86 (35) (34) 1,151 1,050
Provision for loan losses ..... 4 4 (55) 3 ---- ---- 124 77
Total other expense ........... 232 231 96 8 (26) (24) 709 577
------- ------ -------- ------- ------ ------- -------- --------
Pretax profit ................. 149 90 (5) 75 (9) (10) 318 396
Income taxes (benefit) ........ 55 33 (1) 28 (9) (10) 113 139
------- ------ ----------- ------- --------- ------- -------- --------
Net income (loss) ............. $ 94 $ 57 $ (4) $ 47 $---- $---- $ 205 $ 257
======= ====== ========== ======= ======== ======= ======== ========
Percentage contribution to
total revenue** .............. 32.5% 30.0% 3.0% 7.9%
Percentage contribution to
net income ................... 45.9% 22.2% (2.0%) 18.3%
Average Balances
(millions)
Total assets .................. $11,341 $9,591 $8,215 $11,635 $69,709 $64,815
</TABLE>

* Net interest income is reported on a taxable equivalent basis by segment and
on a nontaxable equivalent basis for the corporation, reflecting segment
eliminations.
** Percentage contribution to total revenue is based on the proportion of each
segment's revenue to the combined revenue of all segments. Revenue for the
total corporation is presented based on nontaxable equivalent net interest
income and total other income, including securities transactions.

11
<PAGE>

Business Segments Table 6
--------------------------------------------------------------------------------
(Nine Months Ended September 30)

<TABLE>
<CAPTION>
Asset and
Wealth
Management Corporate Credit Card
------------------- -------------------- -----------------
2000 1999 2000 1999 2000 1999
-------- ------ -------- ------- ------- ------
<S> <C> <C> <C> <C> <C> <C>
Operations Summary
(millions)
External net interest
margin ....................... $ 107 $ 73 $ 1,940 $ 1,586 $ 865 $ 634
Internal funding (charge)
credit ....................... 2 19 (1,207) (907) (371) (238)
-------- ------ -------- ------- ------- ------
Net interest income* .......... 109 92 733 679 494 396
Total other income ............ 467 338 321 294 163 121
-------- ------ -------- ------- ------- ------
Total revenue ................. 576 430 1,054 973 657 517
Provision for loan losses ..... 1 1 317 33 286 199
Total other expense ........... 475 355 530 480 219 159
-------- ------ -------- ------- ------- ------
Pretax profit ................. 100 74 207 460 152 159
Income taxes (benefit) ........ 40 28 76 165 55 57
-------- ------ -------- ------- ------- ------
Net income (loss) ............. $ 60 $ 46 $ 131 $ 295 $ 97 $ 102
======== ====== ======== ======= ======= ======
Percentage contribution to
total revenue** .............. 16.7% 13.8% 30.5% 31.2% 19.0% 16.5%
Percentage contribution to
net income ................... 10.2% 6.2% 22.3% 39.4% 16.5% 13.6%
Average Balances
(millions)
Total assets .................. $3,876 $2,730 $ 37,656 $34,035 $7,914 $6,279

<CAPTION>
Treasury & Total
Consumer Administration Eliminations Corporation
------------------ ------------------- ----------------- ------------------
2000 1999 2000 1999 2000 1999 2000 1999
------- ------ -------- ------- ------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Operations Summary
(millions)
External net interest
margin ....................... $ (132) $ (112) $ (862) $ (310) $ (28) $ (29) $ 1,890 $ 1,842
Internal funding (charge)
credit ....................... 809 749 842 448 (75) (71) ---- ----
------- ------ -------- ------- ------- ------- -------- --------
Net interest income* .......... 677 637 (20) 138 (103) (100) 1,890 1,842
Total other income ............ 370 313 140 115 ---- ---- 1,461 1,181
------- ------ -------- ------- ------- ------- -------- --------
Total revenue ................. 1,047 950 120 253 (103) (100) 3,351 3,023
Provision for loan losses ..... 15 13 (148) (14) ---- ---- 471 232
Total other expense ........... 699 685 130 42 (75) (71) 1,978 1,650
------- ------ -------- ------- ------- ------- -------- --------
Pretax profit ................. 333 252 138 225 (28) (29) 902 1,141
Income taxes (benefit) ........ 122 92 49 80 (28) (29) 314 393
------- ------ -------- ------- ------- ------- -------- --------
Net income (loss) ............. $ 211 $ 160 $ 89 $ 145 $ ---- $ ---- $ 588 $ 748
======= ====== ======== ======= ======= ======= ======== ========
Percentage contribution to
total revenue** .............. 30.3% 30.4% 3.5% 8.1%
Percentage contribution to
net income ................... 35.9% 21.4% 15.1% 19.4%
Average Balances
(millions)
Total assets .................. $10,826 $9,607 $8,707 $12,243 $68,979 $64,894
</TABLE>

Asset and Wealth Management

Asset and Wealth Management provides integrated financial services to the
affluent marketplace. During 1999, Wachovia made three acquisitions to further
advance its capabilities. In April 1999, Wachovia acquired Interstate/Johnson
Lane Inc. ("IJL") and in September, Wachovia completed the acquisitions of
OFFITBANK Holdings, Inc. ("OFFITBANK") and Barry, Evans, Josephs & Snipes, Inc.
("BEJS"). Also in the third quarter of 1999, Wachovia sold its master trust and
institutional custody business in order to focus on more strategically oriented
businesses. In September 2000, Wachovia announced an agreement to acquire Tampa,
Florida-based DavisBaldwin, Inc. ("DavisBaldwin"), a leading insurance agency
specializing in property and casualty insurance services for commercial
customers. The acquisition of DavisBaldwin was completed on November 1, 2000.

Products and Services. Asset and Wealth Management delivers innovative tailored
products and services through a variety of channels. The Private Financial
Advisors group provides a full range of products and services to affluent
customers, including banking and credit services, tax planning and consulting,
trust services, portfolio management, estate planning, investment counseling and
insurance. OFFITBANK and BEJS provide wealth management and specialized
investment and insurance products for the high-end of the affluent market.

Wachovia's brokerage business offers a wide variety of services and investment
products including the Wachovia Funds through full-service brokers and
branch-based investment consultants. Customers making their own investment
decisions can trade through Wachovia Investments Direct using a broker, a
touch-tone telephone service or the Internet.

Institutional Client Services provides asset management, retirement services and
philanthropy management services to businesses, individuals and charitable
institutions. Executive Services is a nationally recognized leader in providing
retirement and wealth accumulation products for high-net-worth individuals. It
also provides change-of-control and employee benefit protection services to
client management teams. Wachovia Asset Management provides investment
strategies and portfolio management for individuals and institutions, in
addition to managing the Wachovia Funds.

Industry Dynamics and Strategy. Wachovia believes the current marketplace is
underserved with few national brands and fragmented competition. Within
Wachovia's five-state geographic footprint, households are growing much faster
than the national average, and over the next five years, the subset of affluent
households is expected to grow substantially. Market

12
<PAGE>

volatility and the projected need for intergenerational wealth transfer
capabilities also will drive demand. These factors combine to create an
attractive market opportunity. Asset and Wealth Management's market presence,
brand names and strategic focus position it to take unique advantage of this
environment.

The integration of the acquisitions has allowed this business segment to
increase its product offerings, leverage existing services and expand
distribution channels. In September 2000, Wachovia launched the Market
Acceleration Project that expands the penetration of the successful Private
Financial Advisor model in new and existing markets. The goal of the project is
to increase profit by generating more successful client leads and improving
linkages among Wachovia's other lines of business.

Financial Results. Comparisons of financial results between periods were
affected by acquisitions. Net interest income increased 4 percent over the third
quarter last year mainly due to strong loan growth in Private Financial Advisors
net of the additional cost of funding intangible assets resulting from
acquisitions. Other income rose $17 million or 13 percent with acquisitions
accounting for approximately $8 million of the growth. Other expense increased
$14 million or 10 percent from the third quarter of 1999 almost entirely caused
by goodwill amortization expense and the expense base from the acquisitions of
OFFITBANK and BEJS.

Year-to-date pretax profit increased $26 million or 35 percent over the same
period last year. Loan growth was primarily responsible for the $17 million
increase in net interest income. Other income was up $129 million or 38 percent
from a year ago reflecting acquisitions and core business growth. Record market
trading activity in first quarter 2000 contributed to a strong increase in
investment fees over a year ago despite some softness during the second and
third quarters of 2000. The $120 million increase in expenses reflects goodwill
amortization and the added expense base of the acquired entities.

Corporate

Corporate strives to be the preferred provider of services to targeted corporate
clients through comprehensive relationship management. To achieve this goal, it
works to know its customers better than the competition; anticipate customer
needs and provide innovative solutions; align products, services and delivery
channels with customer needs; and serve customers through insightful, trusted
professionals.

Products and Services. Corporate provides a comprehensive array of corporate
banking, investment banking, capital markets and cash management services.
Global Corporate Finance has a significant market penetration with companies
with annual sales between $200 million and $2 billion across the U.S. The group
also serves select industry sectors including communications and diversified
financial services, as well as leveraged finance customers. Global Corporate
Finance maintains relationships with domestic, multinational, and foreign
companies and institutions through offices in the Southeast, Chicago, London,
Sao Paulo, and Hong Kong.

Regional Corporate Financial Services has relationships with more than 25,000
clients in the Southeast. Business Banking and Regional Corporate Finance serve
clients ranging from business banking firms with sales as low as $2 million to
major corporations with sales up to $200 million. The group also serves
commercial real estate developers, investors and REITs through its real estate
financial services group and serves automobile and other specialty finance
customers through its dealer financial services group.

Capital Markets products include investment banking, mergers and acquisitions,
loan syndication finance, asset backed finance, commercial paper, corporate
bonds, interest rate and foreign exchange risk management services, leasing,
public equity research, sales and trading, and private equity investments.
Capital Markets closely aligns its products and services based upon the needs of
targeted segments in Global Corporate Finance and Regional Corporate Financial
Services.

Corporate also provides treasury consulting and cash management solutions
through its Treasury Services Group. This area has been consistently cited for
its superior quality of service, technology, and operations performance. The
Treasury Services

13
<PAGE>

Group achieved top honors in the Phoenix-Hecht Quality Index 2000. In addition
to treasury consulting, the group provides an array of cash management products
and has become a leading provider of Internet-based electronic access.

Industry Dynamics and Strategy. While general demand for corporate services has
been firm, the credit cycle in the U.S. large corporate market has continued to
show signs of weakness and deterioration. Rising bond default rates, the
significant increase in credit rating downgrades versus upgrades, widening
credit spreads, greater incidence of public company bankruptcies, and the
velocity of borrower deterioration signal rising risk in the commercial lending
environment. In this highly competitive environment, Corporate maintains a
strong market position in the Southeast and in the U.S. large corporate market.

The strategy of Corporate is to build strong and long-lasting relationships with
targeted clients through deep knowledge of their unmet needs combined with
superior execution. Continuing and dynamic customer segmentation and sales model
development will enhance customer service and productivity. The strategy is to
sharply focus on capital markets products and improve investment banking
expertise. Treasury Services is accelerating the development of innovative new
products, eBusiness applications and outsourcing services.

Financial Results. Net interest income increased by $16 million or 7 percent
compared to the third quarter of 1999 as average loans outstanding increased by
almost 13 percent. The effect on net interest income of growth in volume was
partially offset by the rise in the level of nonperforming loans. Loan fees were
up 17 percent due to higher origination activity. The loan loss provision
increased by $61 million to $76 million, as specific reserves were adjusted to
reflect some downward migration of watch list credits and the rise in
nonperforming loans, particularly in the large corporate portfolio. Other income
rose 3 percent, led by increases in letter of credit fees and Treasury Services
revenue. Noninterest expense increased 4 percent due primarily to higher
expenditures on product development and technology initiatives.

Year to date net interest margin increased $54 million or 8 percent over the
same period in 1999, reflecting 13 percent growth in average loans, offset
partially by loan spread compression. The loan loss provision increased by $284
million, due to credit deterioration primarily in the large corporate portfolio.
Other income grew by 9 percent, reflecting the inclusion of the IJL Capital
Markets businesses for the full nine months in 2000, in addition to stronger
letter of credit fees and Treasury Services results. Noninterest expense
increased 10 percent, due to the addition of the former IJL business units, as
well as higher technology spending.

Credit Card

Credit Card's mission is to be the preferred credit card issuer, recognized for
value, fairness and long-term customer and employee relationships.

Products and Services. The Credit Card business segment is a full-service
provider of consumer and business credit cards and merchant acquirer services.
Credit Card manages most components of credit card processing in-house, with the
exception of servicing business card products and the Partners First portfolio
that are processed through outside vendors. Currently, 92 percent of Wachovia's
credit card portfolio accrues interest at a variable rate and 34 percent of the
accounts are within Wachovia's five-state geographic footprint.

Industry Dynamics and Strategy. The credit card industry is in a period of
intense competition and consolidation. Response rates to direct mail
solicitations are below those of prior years; however, Wachovia's response rates
remain higher than the industry average. These pressures have prompted issuers
to pursue new card-based products in attempt to capture market share. Credit
Card's strategy focuses on serving above-average credit quality customers who
carry higher-than-average loan balances while maintaining an efficient and
cost-effective process.

Financial Results. On February 1, 2000, Credit Card acquired the Partners First
credit card portfolio that significantly impacted comparability. The acquisition
of Partners First added approximately $2 billion in managed receivables.
Quarterly pretax profit fell below the amount reported for the third quarter of
1999, mostly due to the favorable charge off environment

14
<PAGE>

a year ago. Net interest income grew 31 percent, primarily due to the Partners
First acquisition, partially offset by lower late fees. The loan loss provision
increased 82 percent, primarily as a result of the acquisition and more
favorable loss and bankruptcy experience a year ago. Noninterest income
increased 32 percent largely due to the acquisition and higher overlimit fees.

Year to date pretax profit decreased 5 percent. The acquisition of the Partners
First portfolio was the cause for the 25 percent increase in net interest
income, which was partially offset by lower spreads resulting from rising
interest rates and the lag effect of repricing accounts, and lower late fees.
The increase in the loan loss provision was generally due to higher balances
subject to charge off as well as higher loss experience in the current year.
Noninterest income grew 34 percent mainly due to the acquisition; strong
interchange income from increased purchase volume; and higher overlimit fees.
Total expenses rose by 38 percent primarily due to the acquisition and increased
business volume.

Consumer

Consumer develops customer relationships for the greatest lifetime value,
manages the cost of the sales and service network and pursues opportunities to
attract and serve customers through traditional and digital channels. It targets
consumers, worksite groups and small businesses throughout the Southeast,
offering a broad array of competitively priced products and services. Consumer
is also important to the entire Wachovia franchise because of the intangible
value provided to Wachovia's other business segments by its branch network,
brand identity and customer base.

Products and Services. Consumer provides the more traditional retail banking
services, including mortgage lending, deposit products and consumer loans, as
well as services for the small business market. It also offers access to
investment and insurance products. Delivery channels include 679 traditional and
in-store branches and worksite centers, 1,364 ATMs and 31 kiosks, supported by
four automated phone centers and the Internet. Campus Card programs provide
card-based banking access to students and faculty at 10 university campuses, and
Wachovia At Work serves employees of more than 4,600 companies.

The Internet is growing in importance as a forum for financial services. Four
hundred fifty-two thousand of Wachovia's demand deposit customers are enrolled
in Internet banking, up from 226 thousand at year-end and 146 thousand the prior
year. Wachovia's Internet site, www.wachovia.com, serves as a financial portal
with extensive account information and transaction capability supported by
relevant financial news.

Industry Dynamics and Strategy. Consumer serves more than 3.8 million consumers
and approximately 180 thousand small business customers. The majority of
Wachovia's deposits are in large, high-growth metropolitan areas. Consumer's
strategy is to assess customer potential, identify their financial needs and
achieve alignment between their needs, service expectations and price. Specific
initiatives to implement this strategy include:

o Profitable Relationship Optimization (PRO). Desktop technology connects to
data warehouses that analyze customer information and anticipate the next
likely desired service. This technology is combined with solution-selling
skills by Personal Financial Advisors, small business bankers and branch
bankers to serve more than 400 thousand high-potential customers.

o Wachovia at Work and Campus Banking Programs. These strategies involve
deploying Wachovia products and services through employers and universities to
provide access to employees and students.

o Market Network Strategy. Network optimization models provide an analytical
framework to reduce branch network expenses, while at the same time maximizing
customer points of presence. Earlier in the year, Wachovia identified 15
branches in Virginia and four in North Carolina that were sold during the
third quarter as part of this strategy.

o Selective Geographic Expansion. Wachovia continues to evaluate merger and
branching opportunities in high-growth areas. During the first quarter of
2000, Wachovia completed the acquisition of Bank of Canton in the suburban
Atlanta area. Wachovia completed the acquisition of the National Bank of
Commerce in suburban Orlando, Florida, in early June.

15
<PAGE>

During the third quarter, Wachovia announced a branch swap transaction that
will allow entry into the Tennessee market during the first quarter of 2001.

eBusiness activities at Wachovia are enterprise-wide. Advances in technology are
rapidly transforming the financial services industry. The eBusiness Division
provides corporate-wide eBusiness strategic planning, leadership and operational
management for the entire enterprise. Business units sponsor specific Internet
initiatives to meet the dynamic demands of their customer groups. This
collaborative structure maximizes the leverage from technology and research with
the necessary responsiveness to customer requirements and deliverables.
Wachovia's eBusiness strategy is to develop a personalized and seamlessly
delivered customer experience when using www.wachovia.com and Wachovia's other
web sites, www.macroworld.net, www.ijlwachovia.com and www.offitbank.com. Value
is created by aligning customer acquisition, retention, cross-selling and cost
reduction throughout all customer segment and delivery channels.

Financial Results. Consumer's pretax profit grew $59 million or 65 percent from
the same quarter last year. Net interest income increased 7 percent to $229
million, driven by a 20 percent increase in loans to $10.7 billion and a 4
percent increase in net deposits to $27.5 billion. Other income increased 42
percent to $156 million. The divestiture premium for the 19 branches sold in
2000 at $42 million was $34 million greater than the premium for the 6 branches
sold in third quarter 1999. Excluding the impact of branches divested in both
periods (operating results and divestiture premium), pretax profit increased $23
million, or 28 percent. Service charges on deposit accounts increased 9 percent
primarily in returned check charges. Electronic banking revenues grew 16
percent, driven by ATM, check card and interchange revenues. Total expenses
increased less than 1 percent, despite the investment in Wachovia's Internet
site to support retail delivery and the additions of Bank of Canton and National
Bank of Commerce expenses.

Nine-month pretax profit increased $81 million or 32 percent over the same
period in the prior year. Excluding the impact of the branch divestitures in
both years, pretax profit increased $45 million or 19 percent. Strong results
for the branch-based consumer business offset a difficult mortgage lending
environment and investments in Wachovia's retail delivery through the Internet.
Results included eight months of Bank of Canton and four months of National Bank
of Commerce. Net interest income increased 6 percent on good loan and deposit
growth and higher interest rates, which caused spreads to widen on deposit
products. Loan growth was solid in the Bankline and Equity Bankline categories,
and savings certificates was the highest growth category in deposits as a result
of the deposit mix of acquired banks, special marketing promotions and a shift
in customer preference. Other income was up 18 percent driven by the divestiture
premium, healthy deposit account and electronic banking fee growth. Excluding
the divestiture premium from both years, other income increased 7 percent.
Electronic banking revenue grew 19 percent due to rising ATM, debit card volumes
and interchange revenue, and deposit-related fees increased 10 percent. Mortgage
fees declined 25 percent on lower volume and a continued shift from fixed-rate
to adjustable-rate mortgages. Expenses grew 2 percent as a result of the
addition of the acquired banks and investment in the Internet site to support
retail customers.

Treasury & Administration

The Treasury & Administration segment principally reflects asset and liability
management for interest rate risk, management of the securities portfolio,
internal compensation for funding sources and charges for funds used. Also
reflected is the financial statement impact of credit card securitization
transactions, since the Credit Card business segment is reported on a managed
basis. Securitization involves the transfer of a pool of assets from the balance
sheet to a master trust which then issues and sells to investors certificates
representing a pro rata interest in the underlying assets. The transaction
reduces interest income and the credit exposure associated with the transferred
receivables while increasing credit card noninterest income in the form of gains
on card sales, servicing fees and other excess revenue earned on the securitized
loans. Other unallocated corporate costs and certain nonrecurring expenses are
also included.

Financial Results. Credit card securitization transactions and the securitized
portion of the acquired Partners First credit card portfolio have a large impact
on comparability with prior year results. In March 1999, September 1999 and
August 2000, Wachovia completed the securitization of $896 million, $500 million
and $750 million, respectively, in credit card

16
<PAGE>

receivables. In comparing 2000 to 1999, the securitization transactions had the
net effect of reducing average loans outstanding by $826 million for the quarter
and $878 million year to date. The securitized portion of the acquired Partners
First portfolio reduced average balances by $1.5 billion for the quarter and
$1.3 billion year to date. The remaining reduction in average assets in both
period comparisons was largely caused by attrition in the securities portfolio.

Quarterly pretax profit declined by $80 million almost entirely due to the
restructuring charge recorded in third quarter 2000. Although securitization
transactions impacted various income statement line items, their net effect on
pretax profits was minimal. Net interest income decreased $57 million with $54
million resulting from the increase in securitized credit card receivables. The
increase in securitized credit card receivables also accounted for most of the
decrease in the provision for loan losses from the third quarter of 1999. Fees
for servicing securitized credit cards increased by $11 million from a year ago,
accounting for all of the $7 million increase in other income. The increase of
$88 million in other expense for the quarter is primarily the result of the
restructuring charge taken in the third quarter of 2000. The $7 million increase
in merger- related charges was mostly offset by $5 million in expenses incurred
in the third quarter of 1999 related to Year 2000 preparations.

Year to date pretax profit declined $87 million principally as a result of the
restructuring charge. The increase in the amount of securitized credit cards
accounted for $153 million of the $158 million decrease in net interest income.
Securitizations and the securitized portion of the acquired Partners First
portfolio are also the primary cause of the decrease in loan loss provision. The
$25 million increase in other income primarily results from a $33 million
increase in fees received for servicing the larger volume of securitized cards,
offset by a $18 million decrease in gains from securitization transactions.
Other expense increased $88 million due to a higher level of nonrecurring
expenses including $88 million in restructuring charges, $15 million in merger
integration expenses, and $20 million in litigation settlement charges. The
increase in nonrecurring expenses was offset by $16 million in expenses incurred
through the first nine months of 1999 in connection with Year 2000 preparations.

17
<PAGE>

Taxable Equivalent Rate/Volume Analysis -- Third Quarter* Table 7
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Average Volume Average Rate
--------------------- -------------------
2000 1999 2000 1999
-------- ------- ------- -----
(Millions)
Interest Income <S> <C> <C> <C>
<S>
Loans:
Commercial ............................... $17,190 $15,444 8.74 7.24
Tax-exempt ............................... 663 751 9.49 8.97
-------- --------
Total commercial ....................... 17,853 16,195 8.77 7.32
Direct retail ............................ 1,275 1,063 8.95 8.54
Indirect retail .......................... 4,071 3,551 8.48 7.85
Credit card .............................. 4,237 4,894 15.20 13.47
Other revolving credit ................... 772 598 11.97 10.82
-------- --------
Total retail ........................... 10,355 10,106 11.55 10.82
Construction ............................. 3,067 2,257 9.53 8.49
Commercial mortgages ..................... 8,661 7,403 8.77 8.12
Residential mortgages .................... 8,785 7,431 8.17 7.77
-------- --------
Total real estate ...................... 20,513 17,091 8.62 8.02
Lease financing .......................... 2,741 2,359 8.43 10.70
Foreign .................................. 1,296 1,252 8.30 6.67
-------- --------
Total loans ............................ 52,758 47,003 9.23 8.48
Securities:
Held-to-maturity:
U.S. Government and agency ............. 465 626 6.37 6.03
Mortgage-backed ........................ 370 456 8.16 8.16
State and municipal .................... 221 161 9.13 10.27
Other .................................. 17 52 8.13 6.41
-------- --------
Total held-to-maturity ............... 1,073 1,295 7.58 7.32
Available-for-sale:**
U.S. Government and agency ............. 2,798 3,574 6.40 6.20
Mortgage-backed ........................ 3,722 4,031 6.50 6.31
Other .................................. 631 561 6.18 7.38
-------- --------
Total available-for-sale ............. 7,151 8,166 6.43 6.33
-------- --------
Total securities ..................... 8,224 9,461 6.58 6.47
Interest-bearing bank balances ............. 104 124 5.43 5.23
Federal funds sold and securities
purchased under resale agreements ........ 403 550 6.71 5.09
Trading account assets ..................... 690 790 6.57 3.68
-------- --------
Total interest-earning assets ........ $62,179 $57,928 8.83 8.05
======== ========
Interest Expense
Interest-bearing demand .................... $ 4,676 $ 4,617 1.45 1.31
Savings and money market savings ........... 12,814 13,566 4.52 3.54
Savings certificates ....................... 9,543 8,696 5.87 5.04
Large denomination certificates ............ 3,831 3,076 6.18 5.15
-------- --------
Total interest-bearing deposits in
domestic offices ................... 30,864 29,955 4.68 3.80
Interest-bearing deposits in foreign
offices .................................. 3,936 2,041 6.40 4.81
-------- --------
Total interest-bearing deposits ...... 34,800 31,996 4.87 3.86
Federal funds purchased and securities
sold under repurchase agreements ......... 5,985 5,682 6.23 4.90
Commercial paper ........................... 1,801 1,499 6.14 4.79
Other short-term borrowed funds ............ 1,233 1,667 8.68 5.74
-------- --------
Total short-term borrowed funds....... 9,019 8,848 6.55 5.04
Bank notes ................................. 2,127 2,551 6.77 5.51
Other long-term debt ....................... 7,371 6,020 6.96 5.85
-------- --------
Total long-term debt ................. 9,498 8,571 6.92 5.75
-------- --------
Total interest-bearing liabilities ... $53,317 $49,415 5.52 4.40
======== ======== -------- -----
Interest rate spread 3.31 3.65
======== =====
Net yield on interest-earning assets and
net interest income ...................... 4.09 4.29
======== =====
<CAPTION>
Variance
Interest Attributable to
-------------------------- ------------------------
2000 1999 Variance Rate Volume
------------ ------------ ------------- --------- ----------
Interest Income (Thousands)
<S> <C> <C> <C> <C> <C>
Loans:
Commercial ............................... $ 377,657 $ 281,875 $ 95,782 $ 61,915 $ 33,867
Tax-exempt ............................... 15,809 16,983 (1,174) 920 (2,094)
------------ ------------ -------------
Total commercial ....................... 393,466 298,858 94,608 62,278 32,330
Direct retail ............................ 28,680 22,875 5,805 1,111 4,694
Indirect retail .......................... 86,806 70,243 16,563 5,891 10,672
Credit card .............................. 161,891 166,201 (4,310) 19,674 (23,984)
Other revolving credit ................... 23,215 16,326 6,889 1,845 5,044
------------ ------------ -------------
Total retail ........................... 300,592 275,645 24,947 18,234 6,713
Construction ............................. 73,444 48,287 25,157 6,388 18,769
Commercial mortgages ..................... 190,873 151,501 39,372 12,591 26,781
Residential mortgages .................... 180,351 145,576 34,775 7,584 27,191
------------ ------------ -------------
Total real estate ...................... 444,668 345,364 99,304 27,241 72,063
Lease financing .......................... 58,109 63,604 (5,495) (14,789) 9,294
Foreign .................................. 27,036 21,067 5,969 5,232 737
------------ ------------ -------------
Total loans ............................ 1,223,871 1,004,538 219,333 91,927 127,406
Securities:
Held-to-maturity:
U.S. Government and agency ............. 7,444 9,520 (2,076) 499 (2,575)
Mortgage-backed ........................ 7,576 9,384 (1,808) (8) (1,800)
State and municipal .................... 5,078 4,168 910 (503) 1,413
Other .................................. 350 845 (495) 183 (678)
------------ ------------ -------------
Total held-to-maturity ............... 20,448 23,917 (3,469) 806 (4,275)
Available-for-sale:**
U.S. Government and agency ............. 45,011 55,830 (10,819) 1,755 (12,574)
Mortgage-backed ........................ 60,808 64,103 (3,295) 1,848 (5,143)
Other .................................. 9,809 10,446 (637) (1,836) 1,199
------------ ------------ -------------
Total available-for-sale ............. 115,628 130,379 (14,751) 1,963 (16,714)
------------ ------------ -------------
Total securities ..................... 136,076 154,296 (18,220) 2,605 (20,825)
Interest-bearing bank balances ............. 1,424 1,631 (207) 61 (268)
Federal funds sold and securities
purchased under resale agreements ........ 6,803 7,062 (259) 1,908 (2,167)
Trading account assets ..................... 11,396 7,335 4,061 5,097 (1,036)
------------ ------------ -------------
Total interest-earning assets ......... 1,379,570 1,174,862 204,708 116,484 88,224

Interest Expense
Interest-bearing demand .................... 17,038 15,279 1,759 1,570 189
Savings and money market savings ........... 145,463 121,106 24,357 31,446 (7,089)
Savings certificates ....................... 140,898 110,569 30,329 19,034 11,295
Large denomination certificates ............ 59,476 39,954 19,522 8,718 10,804
------------ ------------ -------------
Total interest-bearing deposits in
domestic offices .................... 362,875 286,908 75,967 67,134 8,833
Interest-bearing deposits in foreign
offices ................................... 63,288 24,730 38,558 10,133 28,425
------------ ------------ -------------
Total interest-bearing deposits ...... 426,163 311,638 114,525 85,711 28,814
Federal funds purchased and securities
sold under repurchase agreements .......... 93,763 70,153 23,610 19,756 3,854
Commercial paper ........................... 27,799 18,082 9,717 5,665 4,052
Other short-term borrowed funds ............ 26,912 24,101 2,811 10,170 (7,359)
------------ ------------ -------------
Total short-term borrowed funds....... 148,474 112,336 36,138 33,933 2,205
Bank notes ................................. 36,196 35,468 728 7,249 (6,521)
Other long-term debt ....................... 128,923 88,797 40,126 18,340 21,786
------------ ------------ -------------
Total long-term debt ................. 165,119 124,265 40,854 26,641 14,213
------------ ------------ -------------
Total interest-bearing liabilities ... 739,756 548,239 191,517 146,086 45,431
------------ ------------ -------------
Interest rate spread
Net yield on interest-earning assets and
net interest income ...................... $ 639,814 $ 626,623 $ 13,191 (30,432) 43,623
============ ============ =============
</TABLE>

* Interest income and yields are presented on a fully taxable equivalent basis
using the federal income tax rate and state tax rates, as applicable, reduced
by the nondeductible portion of interest expense. Any variance attributable
jointly to volume and rate changes is allocated to the volume and rate in
proportion to the relationship of the absolute dollar amount of the change in
each.
** Volume amounts are reported at amortized cost; excludes pretax unrealized
losses of $107 million in 2000 and $47 million in 1999.

18
<PAGE>

Taxable Equivalent Rate/Volume Analysis -- Nine Months* Table 8
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Average Volume Average Rate
------------------- -----------------
2000 1999 2000 1999
-------- ------- ------- ----
Interest Income (Millions)
<S> <S> <C> <C> <C>
Loans:
Commercial ............................... $17,325 $15,426 8.43 7.04
Tax-exempt ............................... 670 838 9.36 9.12
-------- --------
Total commercial ....................... 17,995 16,264 8.47 7.15
Direct retail ............................ 1,207 1,069 8.83 8.68
Indirect retail .......................... 3,927 3,411 8.17 7.91
Credit card .............................. 4,620 5,222 14.23 13.36
Other revolving credit ................... 735 572 11.62 10.85
-------- --------
Total retail ........................... 10,489 10,274 11.16 10.92
Construction ............................. 2,774 2,167 9.48 8.40
Commercial mortgages ..................... 8,288 7,220 8.53 8.05
Residential mortgages .................... 8,307 7,360 8.00 7.80
-------- --------
Total real estate ...................... 19,369 16,747 8.44 7.99
Lease financing .......................... 2,680 2,190 9.01 11.50
Foreign .................................. 1,284 1,286 7.77 6.44
-------- --------
Total loans ............................ 51,817 46,761 9.01 8.46
Securities:
Held-to-maturity:
U.S. Government and agency ............. 451 603 6.36 6.15
Mortgage-backed ........................ 392 514 8.10 8.24
State and municipal .................... 215 163 9.38 10.00
Other .................................. 31 62 6.88 6.72
-------- --------
Total held-to-maturity ............... 1,089 1,342 7.60 7.44
Available-for-sale:**
U.S. Government and agency ............. 2,849 3,441 6.48 6.39
Mortgage-backed ........................ 3,749 4,099 6.50 6.36
Other .................................. 655 567 6.51 7.15
-------- --------
Total available-for-sale ............. 7,253 8,107 6.50 6.43
-------- --------
Total securities ..................... 8,342 9,449 6.64 6.57
Interest-bearing bank balances ............. 103 112 5.63 6.20
Federal funds sold and securities
purchased under resale agreements ........ 457 580 6.16 4.91
Trading account assets ..................... 667 763 6.56 3.70
-------- --------
Total interest-earning assets ........ $61,386 $57,665 8.64 8.05
======== ========
Interest Expense
Interest-bearing demand .................... $ 4,889 $ 4,658 1.43 1.21
Savings and money market savings ........... 13,011 13,295 4.27 3.53
Savings certificates ....................... 9,252 8,762 5.59 5.11
Large denomination certificates ............ 4,018 3,281 5.90 5.16
-------- --------
Total interest-bearing deposits in
domestic offices ................... 31,170 29,996 4.42 3.81
Interest-bearing deposits in foreign
offices .................................. 3,941 2,066 6.02 4.70
-------- --------
Total interest-bearing deposits ...... 35,111 32,062 4.60 3.87
Federal funds purchased and securities
sold under repurchase agreements ......... 5,810 5,950 5.84 4.56
Commercial paper ........................... 1,689 1,457 5.82 4.59
Other short-term borrowed funds ............ 1,355 1,847 7.54 5.41
-------- --------
Total short-term borrowed funds....... 8,854 9,254 6.09 4.74
Bank notes ................................. 2,101 2,614 6.42 5.55
Other long-term debt ....................... 6,711 5,455 6.69 5.79
-------- --------
Total long-term debt ................. 8,812 8,069 6.63 5.71
-------- --------
Total interest-bearing liabilities ... $52,777 $49,385 5.19 4.33
======== ======== -------- -----
Interest rate spread 3.45 3.72
======== =====
Net yield on interest-earning assets and
net interest income ...................... 4.17 4.34
======== =====
<CAPTION>
Variance
Interest Attributable to
--------------------------- ----------------------
2000 1999 Variance Rate Volume
----------- ----------- ------------- ---------- ---------
Interest Income (Thousands)
<S> <C> <C> <C> <C> <C>
Loans:
Commercial ............................... $1,093,707 $ 812,194 $ 281,513 $ 173,584 $ 107,929
Tax-exempt ............................... 46,912 57,124 (10,212) 1,465 (11,677)
----------- ----------- -------------
Total commercial ....................... 1,140,619 869,318 271,301 172,165 99,136
Direct retail ............................ 79,812 69,398 10,414 1,252 9,162
Indirect retail .......................... 240,188 201,804 38,384 6,848 31,536
Credit card .............................. 492,196 521,904 (29,708) 32,677 (62,385)
Other revolving credit ................... 63,891 46,460 17,431 3,474 13,957
----------- ----------- -------------
Total retail ........................... 876,087 839,566 36,521 18,431 18,090
Construction ............................. 196,844 136,178 60,666 19,003 41,663
Commercial mortgages ..................... 529,197 434,547 94,650 27,285 67,365
Residential mortgages .................... 497,742 429,583 68,159 11,293 56,866
----------- ----------- -------------
Total real estate ...................... 1,223,783 1,000,308 223,475 59,440 164,035
Lease financing .......................... 180,840 188,283 (7,443) (45,055) 37,612
Foreign .................................. 74,721 61,925 12,796 12,883 (87)
----------- ----------- -------------
Total loans ............................ 3,496,050 2,959,400 536,650 201,621 335,029
Securities:
Held-to-maturity:
U.S. Government and agency ............. 21,468 27,758 (6,290) 925 (7,215)
Mortgage-backed ........................ 23,786 31,669 (7,883) (543) (7,340)
State and municipal .................... 15,064 12,154 2,910 (793) 3,703
Other .................................. 1,573 3,115 (1,542) 70 (1,612)
----------- ----------- -------------
Total held-to-maturity ............... 61,891 74,696 (12,805) 1,507 (14,312)
Available-for-sale:**
U.S. Government and agency ............. 138,323 164,569 (26,246) 2,321 (28,567)
Mortgage-backed ........................ 182,482 195,068 (12,586) 4,248 (16,834)
Other .................................. 31,931 30,361 1,570 (2,877) 4,447
----------- ----------- -------------
Total available-for-sale ............. 352,736 389,998 (37,262) 3,934 (41,196)
----------- ----------- -------------
Total securities ..................... 414,627 464,694 (50,067) 4,565 (54,632)
Interest-bearing bank balances ............. 4,347 5,215 (868) (454) (414)
Federal funds sold and securities 21,091 21,293 (202) 4,830 (5,032)
purchased under resale agreements ........
Trading account assets ..................... 32,778 21,095 11,683 14,600 (2,917)
----------- ----------- -------------
Total interest-earning assets ........ 3,968,893 3,471,697 497,196 263,814 233,382

Interest Expense
Interest-bearing demand .................... 52,263 41,995 10,268 8,088 2,180
Savings and money market savings ........... 415,689 351,129 64,560 72,175 (7,615)
Savings certificates ....................... 387,163 334,944 52,219 32,703 19,516
Large denomination certificates ............ 177,436 126,672 50,764 19,745 31,019
----------- ----------- -------------
Total interest-bearing deposits in
domestic offices ................... 1,032,551 854,740 177,811 143,123 34,688
Interest-bearing deposits in foreign
offices .................................. 177,518 72,689 104,829 24,640 80,189

Total interest-bearing deposits ...... 1,210,069 927,429 282,640 188,473 94,167
Federal funds purchased and securities
sold under repurchase agreements ......... 253,862 203,147 50,715 55,613 (4,898)
Commercial paper ........................... 73,598 49,997 23,601 14,814 8,787
Other short-term borrowed funds ............ 76,537 74,663 1,874 24,859 (22,985)
----------- ----------- -------------
Total short-term borrowed funds....... 403,997 327,807 76,190 90,838 (14,648)
Bank notes ................................. 101,027 108,522 (7,495) 15,626 (23,121)
Other long-term debt ....................... 336,253 236,393 99,860 40,188 59,672
----------- ----------- -------------
Total long-term debt ................. 437,280 344,915 92,365 58,611 33,754
----------- ----------- -------------
Total interest-bearing liabilities ... 2,051,346 1,600,151 451,195 335,189 116,006
----------- ----------- -------------
Interest rate spread
Net yield on interest-earning assets and
net interest income ...................... $1,917,547 $1,871,546 $ 46,001 (72,953) 118,954
=========== =========== =============
</TABLE>

19
<PAGE>

Consolidated Financial Results

Net Interest Income

Wachovia's taxable equivalent net interest income rose $13 million or 2.1
percent from the third quarter of 1999 to $640 million. Year-to-date net
interest income increased $46 million from the same period a year ago. During
the second quarter, the Federal Reserve continued to take action to slow the
economy with a 50 basis point rate increase on May 16 that followed five 25
basis point increases from July 1999 through the end of the first quarter.
Although the Federal Reserve took no further action on rates since May 16, third
quarter results reflected the full effect of the earlier rate adjustments. Upon
each action by the Federal Reserve, Wachovia raised its prime lending rate to
keep pace with the rise in funding costs. For third quarter 2000, Wachovia's
average prime lending rate and the average federal funds rate were 9.50 percent
and 6.52 percent, respectively, compared with 8.10 percent and 5.09 percent,
respectively, a year ago.

Wachovia's net yield on interest-earning assets was 4.09 percent compared with
4.29 percent reported for the third quarter of 1999. For the nine-month period,
the net yield on interest-earning assets was 4.17 percent compared with 4.34
percent a year ago. Several factors contributed to the lower net yield on
interest earning assets including credit card securitization transactions and
the reversal of accrued interest on loans transferred to non accrual status.
Loan growth continued to outpace growth in core deposits leading to greater use
of wholesale sources to fund loan demand. Although this contributed positively
to net interest income, it had a slightly dilutive effect on the net yield on
interest-earning assets. Competitive pressures, primarily in the consumer
(excluding credit card) and real estate loan categories where most of the growth
occurred, kept pricing for new loans from including the full impact of the
Federal Reserve's rate increases. Competition for deposits also resulted in
narrowing spreads on new certificates of deposit.

Managed Credit Card Data Table 9
--------------------------------------------------------------------------------
$ in thousands

<TABLE>
<CAPTION>
2000 1999 Nine Months Ended
----------------------------------------- ------------------------ September 30
Third Second First Fourth Third ------------------------
Quarter Quarter Quarter Quarter Quarter 2000 1999
----------- ----------- ----------- ---------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Average credit card loans .......... $ 8,012,939 $ 8,135,853 $ 7,771,010 $ 6,397,350 $ 6,343,811 $ 7,973,412 $ 6,367,035
Period-end loans ................... 7,981,510 8,085,573 8,256,409 6,632,439 6,371,927 7,981,510 6,371,927
Net loan losses .................... 99,146 100,207 87,040 57,720 59,261 286,345 199,456
Annualized net loan losses to
average loans ..................... 4.95% 4.93% 4.48% 3.61% 3.74% 4.79% 4.18%
Delinquencies (30 days or more) to
period-end loans .................. 4.03 3.74 3.72 3.22 3.35 4.03 3.35

</TABLE>

The average yield on interest-earning assets increased 78 basis points from the
third quarter of 1999 and 59 basis points year-to-date. The rise in rates
resulted in higher yields in all loan categories except lease financing. Changes
in portfolio mix resulting from credit card securitization transactions
completed during 1999 and 2000 subdued retail loan yields in 2000. The effect of
the securitizations was most evident in comparing year-to-date yields to 1999 as
the Series 1999-1 transaction, representing $896 million in receivables,
occurred late in the first quarter of 1999. The Series 1999-2 transaction,
representing $500 million in receivables, occurred in late third quarter 1999.
At the beginning of the third quarter of 2000, Wachovia completed the 2000-1
series securitization representing $750 million in receivables. Also during the
third quarter, the 1995-1 series securitization transaction began to mature
which resulted in the loans returning to the balance sheet.

The average rate paid on interest-bearing liabilities increased by 112 basis
points from the third quarter of 1999 and 86 basis points year-to-date from
1999. Comparisons with prior year reflect the rising rate environment that began
with the Federal Reserve's actions to slow the economy in early third quarter
1999. Liability mix also contributed to the increase in the rate on interest
bearing liabilities as most of the growth in the balance sheet was funded from
wholesale sources. Deposit mix added to the increase in funding costs as
customer preference shifted toward certificates of deposit from lower rate money
market savings accounts. Interest-bearing core deposit funding increased $154
million and $437 million, respectively, compared to the third quarter and the
first nine months of 1999 despite the loss of $438 million in deposits with the
sale of branches in the third quarter of 2000. The acquisitions of Bank of
Canton and National Bank of Commerce and the third quarter 1999 sale of branches
also affected comparability of core deposits balances between periods.

20
<PAGE>

For the remainder of the year, management expects the net yield on
interest-earning assets to remain comparable to that reported in the third
quarter. Net interest income is anticipated to grow modestly for the remainder
of the year.

Net Interest Income and Average Balances Table 10
--------------------------------------------------------------------------------

Twelve
Months 2000
Ended ------------------------------------------------
September 30 Third Second First
2000 Quarter Quarter Quarter
------------ ------------- ----------- -----------
<S> <C> <C> <C> <C>
Net Interest Income --
Taxable Equivalent
(thousands)
Interest income:
Loans -- including fees .................. $4,558,712 $ 1,223,871 $ 1,173,755 $ 1,098,424
Securities ............................... 564,932 136,076 141,689 136,862
Interest-bearing bank balances ........... 6,522 1,424 1,400 1,523
Federal funds sold and securities
purchased under resale
agreements .............................. 30,494 6,803 6,796 7,492
Trading account assets ................... 43,842 11,396 11,025 10,357
---------- ------------- ----------- -----------
Total .................................. 5,204,502 $ 1,379,570 1,334,665 1,254,658
Interest expense:
Interest-bearing demand .................. 68,702 17,038 17,379 17,846
Savings and money market
savings ................................. 542,117 145,463 139,095 131,131
Savings certificates ..................... 499,802 140,898 128,528 117,737
Large denomination certificates .......... 223,303 59,476 61,816 56,144
Interest-bearing deposits in foreign
offices ................................. 213,911 63,288 62,308 51,922
Short-term borrowed funds ................ 533,351 148,474 132,206 123,317
Long-term debt ........................... 566,743 165,119 144,397 127,764
---------- ------------- ----------- -----------
Total .................................. 2,647,929 739,756 685,729 625,861
---------- ------------- ----------- -----------
Net interest income .......................$2,556,573 $ 639,814 $ 648,936 $ 628,797
========== ============= =========== ===========
Annualized net yield on interest-
earning assets ........................... 4.20% 4.09% 4.22% 4.20%
Average Balances
(millions)
Assets:
Loans -- net of unearned income........... $ 51,007 $ 52,758 $ 52,133 $ 50,550
Securities ............................... 8,511 8,224 8,407 8,395
Interest-bearing bank balances ........... 111 104 108 97
Federal funds sold and securities
purchased under resale
agreements .............................. 513 403 444 525
Trading account assets ................... 758 690 689 623
---------- ------------- ----------- -----------
Total interest-earning assets .......... 60,900 62,179 61,781 60,190
Cash and due from banks .................. 3,121 3,023 2,946 2,981
Premises and equipment ................... 938 920 931 945
Other assets ............................. 4,264 4,485 4,565 4,355
Unrealized (losses) gains on
securities available-for-sale ........... (120) (107) (159) (149)
Allowance for loan losses ................ (626) (791) (598) (567)
---------- ------------- ----------- -----------
Total assets ........................... $ 68,477 $ 69,709 $ 69,466 $ 67,755
========== ============= =========== ===========
Liabilities and shareholders' equity:
Interest-bearing demand .................. $ 4,719 $ 4,676 $ 4,793 $ 4,755
Savings and money market
savings ................................. 13,237 12,814 13,305 13,363
Savings certificates ..................... 9,132 9,543 9,243 8,966
Large denomination certificates .......... 3,869 3,831 4,198 4,025
Interest-bearing deposits in foreign
offices ................................. 3,650 3,936 4,124 3,764
Short-term borrowed funds ................ 9,101 9,019 8,621 8,920
Long-term debt ........................... 8,690 9,498 8,851 8,081
---------- ------------- ----------- -----------
Total interest-bearing
liabilities ........................... 52,398 53,317 53,135 51,874
Demand deposits .......................... 8,373 8,474 8,373 8,319
Other liabilities ........................ 1,949 1,966 2,125 1,874
Shareholders' equity ..................... 5,757 5,952 5,833 5,688
---------- ------------- ----------- -----------
Total liabilities and
shareholders' equity .................. $ 68,477 $ 69,709 $ 69,466 $ 67,755
========== ============= =========== ===========
Total deposits ............................ $ 42,979 $ 43,274 $ 44,036 $ 43,192

<CAPTION>
1999 Nine Months Ended
--------------------------- September 30
Fourth Third ---------------------------
Quarter Quarter 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net Interest Income --
Taxable Equivalent
(thousands)
Interest income:
Loans -- including fees .................. $ 1,062,662 $ 1,004,538 $ 3,496,050 $ 2,959,400
Securities ............................... 150,305 154,296 414,627 464,694
Interest-bearing bank balances ........... 2,175 1,631 4,347 5,215
Federal funds sold and securities
purchased under resale
agreements .............................. 9,403 7,062 21,091 21,293
Trading account assets ................... 11,064 7,335 32,778 21,095
------------- ----------- ------------- -----------
Total .................................. 1,235,609 1,174,862 3,968,893 3,471,697
Interest expense:
Interest-bearing demand .................. 16,439 15,279 52,263 41,995
Savings and money market
savings ................................. 126,428 121,106 415,689 351,129
Savings certificates ..................... 112,639 110,569 387,163 334,944
Large denomination certificates .......... 45,867 39,954 177,436 126,672
Interest-bearing deposits in foreign
offices ................................. 36,393 24,730 177,518 72,689
Short-term borrowed funds ................ 129,354 112,336 403,997 327,807
Long-term debt ........................... 129,463 124,265 437,280 344,915
------------- ----------- ------------- -----------
Total .................................. 596,583 548,239 2,051,346 1,600,151
------------- ----------- ------------- -----------
Net interest income ....................... $ 639,026 $ 626,623 $ 1,917,547 $ 1,871,546
============= =========== ============= ===========
Annualized net yield on interest-
earning assets ........................... 4.26% 4.29% 4.17% 4.34%
Average Balances
(millions)
Assets:
Loans -- net of unearned income........... $ 48,593 $ 47,003 $ 51,817 $ 46,761
Securities ............................... 9,016 9,461 8,342 9,449
Interest-bearing bank balances ........... 136 124 103 112
Federal funds sold and securities
purchased under resale
agreements .............................. 681 550 457 580
Trading account assets ................... 1,027 790 667 763
------------- ----------- ------------- -----------
Total interest-earning assets .......... 59,453 57,928 61,386 57,665
Cash and due from banks .................. 3,532 2,888 2,984 2,978
Premises and equipment ................... 955 962 932 948
Other assets ............................. 3,653 3,632 4,468 3,797
Unrealized (losses) gains on
securities available-for-sale ........... (65) (47) (138) 46
Allowance for loan losses ................ (546) (548) (653) (540)
------------- ----------- ------------- -----------
Total assets ........................... $ 66,982 $ 64,815 $ 68,979 $ 64,894
============= =========== ============= ===========
Liabilities and shareholders' equity:
Interest-bearing demand .................. $ 4,653 $ 4,617 $ 4,889 $ 4,658
Savings and money market
savings ................................. 13,470 13,566 13,011 13,295
Savings certificates ..................... 8,774 8,696 9,252 8,762
Large denomination certificates .......... 3,428 3,076 4,018 3,281
Interest-bearing deposits in foreign
offices ................................. 2,782 2,041 3,941 2,066
Short-term borrowed funds ................ 9,836 8,848 8,854 9,254
Long-term debt ........................... 8,327 8,571 8,812 8,069
------------- ----------- ------------- -----------
Total interest-bearing
liabilities ........................... 51,270 49,415 52,777 49,385
Demand deposits .......................... 8,326 8,368 8,389 8,232
Other liabilities ........................ 1,831 1,641 1,989 1,889
Shareholders' equity ..................... 5,555 5,391 5,824 5,388
------------- ----------- ------------- -----------
Total liabilities and
shareholders' equity .................. $ 66,982 $ 64,815 $ 68,979 $ 64,894
============= =========== ============= ===========
Total deposits ............................ $ 41,433 $ 40,364 $ 43,500 $ 40,294
</TABLE>

21
<PAGE>

Related Balance Sheet Analysis

Loan growth continued through the third quarter of 2000 mostly in the real
estate categories. Demand remained strong although Management's view of rising
risk in the lending environment led to more caution and selectivity in taking on
new business. Adjusting for acquisitions and securitization transactions, loan
growth was approximately 13 percent and 11 percent, respectively, year over year
in comparing the third quarter and the first nine months. In comparison with the
fourth quarter of 1999, average loan volume, excluding acquisitions, grew
approximately $4 billion. Economic conditions in Wachovia's five state primary
lending area, as well as nationally have been good, but showed continued
evidence of slowing. For the remainder of the year, management expects loan
growth to continue at a slower rate.

Period-End Loans by Category Table 11
--------------------------------------------------------------------------------
(thousands)

<TABLE>
<CAPTION>
Sep. 30 Jun. 30 Mar. 31 Dec. 31 Sep. 30
2000 2000 2000 1999 1999
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Commercial ..................... $18,005,046 $17,823,579 $17,160,717 $17,042,740 $16,166,045
Tax-exempt ..................... 657,441 668,953 673,634 690,053 757,601
----------- ----------- ----------- ----------- -----------
Total commercial ........... 18,662,487 18,492,532 17,834,351 17,732,793 16,923,646
Direct retail .................. 1,286,724 1,270,661 1,160,287 1,063,619 1,053,909
Indirect retail ................ 4,159,669 3,985,073 3,856,229 3,740,683 3,616,862
Credit card .................... 4,167,158 4,690,595 4,860,455 4,736,485 4,475,973
Other revolving credit ......... 787,515 761,049 715,317 667,149 620,342
----------- ----------- ----------- ----------- -----------
Total retail ............... 10,401,066 10,707,378 10,592,288 10,207,936 9,767,086
Construction ................... 3,206,898 2,960,285 2,577,621 2,311,362 2,235,387
Commercial mortgages ........... 8,893,611 8,423,985 8,164,304 7,754,206 7,550,770
Residential mortgages .......... 8,987,962 8,558,292 7,994,283 7,756,983 7,498,541
----------- ----------- ----------- ----------- -----------
Total real estate .......... 21,088,471 19,942,562 18,736,208 17,822,551 17,284,698
Lease financing ................ 2,777,382 2,701,108 2,696,605 2,597,271 2,453,749
Foreign ........................ 1,295,778 1,308,777 1,265,864 1,260,674 1,195,842
----------- ----------- ----------- ----------- -----------
Total loans ................ $54,225,184 $53,152,357 $51,125,316 $49,621,225 $47,625,021
=========== =========== =========== =========== ===========
</TABLE>

Average balances of securities for the third quarter of 2000 declined in
comparison to both the third and fourth quarters of 1999. During 1999, Wachovia
allowed portfolio attrition to fund a portion of the loan growth. During the
first nine months of 2000, maturing securities were replaced to maintain the
portfolio at a relatively constant level.

Securities Table 12
--------------------------------------------------------------------------------
September 30, 2000 (thousands)

<TABLE>
<CAPTION>
<S> <C>
Securities available-for-sale at fair value:
U.S. Government and agency ................ $2,738,954
Mortgage-backed ........................... 3,848,199
Other ..................................... 593,626
----------
Total available-for-sale ............... 7,180,779
Securities held-to-maturity:
U.S. Government and agency ................ 465,773
Mortgage-backed ........................... 352,152
State and municipal ....................... 221,255
Other ..................................... 14,103
----------
Total held-to-maturity ................. 1,053,283
----------
Total securities ....................... $8,234,062
==========
</TABLE>

The increase in other assets from the third and fourth quarters of 1999 is
primarily the result of increased intangible assets resulting from acquisitions.

Excluding the effects of acquisitions and branch sales in both the third
quarters of 2000 and 1999, average interest-bearing core deposits held steady
compared with the third and fourth quarters of 1999. Bank of Canton and National
Bank of Commerce added approximately $275 million and approximately $80 million,
respectively, to third quarter 2000 average balances. The mix of interest
bearing core deposits shifted more to savings certificates in the third quarter
2000 compared with the same period a year ago due to certificate of deposit
promotions and a shift in customer preference.

22
<PAGE>

Wachovia utilizes a wide variety of wholesale funding sources including large
denomination certificates of deposit, foreign deposits, repurchase agreements,
federal funds, Federal Home Loan Bank advances, bank notes and senior and
subordinated debt to fund the balance sheet. The mix and characteristics of
wholesale funding are determined based on interest rate risk management,
liquidity needs and available pricing. Subordinated debt is used for capital
management purposes since it qualifies for inclusion in Tier II capital for risk
based capital purposes. Several large debt transactions affect comparability of
both period-end and average balances between reported periods. During 1999,
Wachovia issued $1 billion in senior and subordinated debt. On March 31, 2000,
Wachovia issued $300 million in subordinated debt that replaced $300 million in
subordinated debt that matured on December 15, 1999. On July 6, 2000, Wachovia
issued $550 million in senior debt securities followed by $300 million in
subordinated securities issued by Wachovia Bank on July 24, 2000. On October 4,
2000, Wachovia issued $300 million in fixed rate senior securities.

Liquidity Management

Wachovia manages liquidity at both the parent and subsidiary levels through
active management of the balance sheet. Parent company liquidity comes from
short-term investments that can be sold immediately, the ability to issue debt
and equity securities, and from dividends and interest income from subsidiaries.
At September 30, 2000, Wachovia Corporation had $1.704 billion in
interest-bearing balances with Wachovia Bank, N.A. ("Wachovia Bank"), and $1.050
billion available for issuance as senior or subordinate debt securities under
existing shelf registrations filed with the Securities and Exchange Commission.
At October 1, 2000, $780 million was available from Wachovia Bank to pay
dividends to Wachovia Corporation without prior regulatory approval. As a
back-up liquidity facility for commercial paper, Wachovia has $490 million in
lines of credit from unaffiliated banks. No borrowings have occurred under these
lines.

Wachovia Corporation's senior notes are rated Aa3 by Moody's, AA- by Fitch and
AA- by Standard & Poor's, and its subordinated notes are rated A1 by Moody's, A+
by Fitch and A+ by Standard & Poor's. The subordinated debt securities qualify
for inclusion in Tier II capital under risk-based capital guidelines. Capital
securities, also classified as part of other long-term debt, totaled $997
million at September 30, 2000. The capital securities are rated aa3 by Moody's,
A+ by Fitch and A by Standard & Poor's and qualify as Tier I capital under
risk-based capital guidelines.

Through its global bank note program, Wachovia Bank is authorized to issue up to
$21.557 billion of bank notes. The global bank note program consists of
issuances with original maturities beginning at seven days. Bank notes with
original maturities of one year or less are included in other short-term
borrowed funds, and bank notes with original maturities greater than one year
are considered medium-term in nature and are classified as long-term debt. Under
the existing offering circular, Wachovia Bank can have outstanding up to $10
billion of notes at any one time with original maturities from 7 to 270 days.
Wachovia Bank may issue up to an aggregate of $8 billion of notes with
maturities of more than 270 days. At September 30, 2000, Wachovia Bank had
approximately $6.6 billion of the notes with maturities of more than 270 days
available under the existing authorization. Short-term bank notes outstanding as
of September 30, 2000 were $851 million, with an average cost of 6.56 percent
and an average maturity of one month. Medium-term bank notes were $2.029 billion
on the same date, with an average cost of 6.52 percent and an average maturity
of 4.7 years. Short-term issues under the global bank note program are rated P-1
by Moody's, F1+ by Fitch and A-1+ by Standard & Poor's, while medium-term issues
are rated Aa2 by Moody's, AA- by Fitch and AA by Standard & Poor's.

On October 6, 2000, Moody's placed Wachovia Corporation's and Wachovia Bank's
ratings on review for possible downgrade. All long-term ratings were placed
under review. Wachovia's short-term rating of P-1 was confirmed.

23
<PAGE>

Allowance for Loan Losses Table 13
--------------------------------------------------------------------------------
(thousands)

<TABLE>
<CAPTION>
2000
--------------------------------------
Third Second First
Quarter Quarter Quarter
---------- --------- ---------
<S> <C> <C> <C>
Summary of Transactions
Balance at beginning of period ................ $799,351 $ 595,655 $ 554,810
Additions from acquisitions ................... ---- 3,289 40,504
Provision for loan losses ..................... 123,956 273,365 73,666
Deduct net loan losses:
Loans charged off:
Commercial .................................. 70,573 14,991 11,280
Credit card ................................. 57,099 62,469 62,883
Other revolving credit ...................... 2,819 2,219 2,379
Other retail ................................ 8,437 8,124 9,875
Real estate ................................. 887 1,612 1,220
Lease financing ............................. 226 404 568
Foreign ..................................... ---- ---- ----
---------- --------- ---------
Total ...................................... 140,041 89,819 88,205
Recoveries:
Commercial .................................. 1,673 583 621
Credit card ................................. 10,446 12,096 10,129
Other revolving credit ...................... 480 641 647
Other retail ................................ 2,441 3,018 2,566
Real estate ................................. 1,033 402 786
Lease financing ............................. 122 121 131
Foreign ..................................... ---- ---- ----
---------- --------- ---------
Total ...................................... 16,195 16,861 14,880
---------- --------- ---------
Net loan losses .............................. 123,846 72,958 73,325
---------- --------- ---------
Balance at end of period ...................... $799,461 $ 799,351 $ 595,655
========== ========= =========
Net Loan Losses (Recoveries) by Category
Commercial .................................... $ 68,900 $ 14,408 $ 10,659
Credit card ................................... 46,653 50,373 52,754
Other revolving credit ........................ 2,339 1,578 1,732
Other retail .................................. 5,996 5,106 7,309
Real estate ................................... (146) 1,210 434
Lease financing ............................... 104 283 437
Foreign ....................................... ---- ---- ----
---------- --------- ---------
Total ...................................... $123,846 $ 72,958 $ 73,325
========== ========= =========
Net loan losses -- excluding credit cards ..... $ 77,193 $ 22,585 $ 20,571
Annualized Net Loan Losses (Recoveries)
to Average Loans by Category
Commercial .................................... 1.54% .32% .24%
Credit card ................................... 4.40 4.25 4.32
Other revolving credit ........................ 1.21 .85 1.00
Other retail .................................. .45 .40 .60
Real estate ................................... ---- .03 .01
Lease financing ............................... .02 .04 .07
Foreign ....................................... ---- ---- ----
Total loans ................................... .94 .56 .58
Total loans -- excluding credit cards ......... .64 .19 .18
Period-end allowance to outstanding loans ..... 1.47 1.50 1.17

<CAPTION>
1999 Nine Months Ended
------------------------- September 30
Fourth Third -------------------------
Quarter Quarter 2000 1999
----------- --------- ----------- ---------
<S> <C> <C> <C> <C>
Summary of Transactions
Balance at beginning of period ................ $ 553,894 $ 548,540 $ 554,810 $ 547,992
Additions from acquisitions ................... ---- ---- 43,793 39
Provision for loan losses ..................... 66,174 76,770 470,987 231,931
Deduct net loan losses:
Loans charged off:
Commercial .................................. 17,805 15,509 96,844 28,963
Credit card ................................. 49,478 54,925 182,451 198,638
Other revolving credit ...................... 1,332 2,305 7,417 8,320
Other retail ................................ 8,905 8,561 26,436 25,359
Real estate ................................. 2,632 4,005 3,719 6,890
Lease financing ............................. 908 855 1,198 2,032
Foreign ..................................... ---- ---- ---- ----
----------- --------- ----------- ---------
Total ...................................... 81,060 86,160 318,065 270,202
Recoveries:
Commercial .................................. 2,400 1,018 2,877 4,641
Credit card ................................. 8,152 8,967 32,671 24,630
Other revolving credit ...................... 610 774 1,768 2,309
Other retail ................................ 2,886 2,674 8,025 8,205
Real estate ................................. 1,627 1,124 2,221 3,809
Lease financing ............................. 127 187 374 540
Foreign ..................................... ---- ---- ---- ----
----------- --------- ----------- ---------
Total ...................................... 15,802 14,744 47,936 44,134
----------- --------- ----------- ---------
Net loan losses .............................. 65,258 71,416 270,129 226,068
----------- --------- ----------- ---------
Balance at end of period ...................... $ 554,810 $ 553,894 $ 799,461 $ 553,894
=========== ========= =========== =========
Net Loan Losses (Recoveries) by Category
Commercial .................................... $ 15,405 $ 14,491 $ 93,967 $ 24,322
Credit card ................................... 41,326 45,958 149,780 174,008
Other revolving credit ........................ 722 1,531 5,649 6,011
Other retail .................................. 6,019 5,887 18,411 17,154
Real estate ................................... 1,005 2,881 1,498 3,081
Lease financing ............................... 781 668 824 1,492
Foreign ....................................... ---- ---- ---- ----
----------- --------- ----------- ---------
Total ...................................... $ 65,258 $ 71,416 $ 270,129 $ 226,068
=========== ========= =========== =========
Net loan losses -- excluding credit cards ..... $ 23,932 $ 25,458 $ 120,349 $ 52,060
Annualized Net Loan Losses (Recoveries)
to Average Loans by Category
Commercial .................................... .35% .36% .70% .20%
Credit card ................................... 3.67 3.76 4.32 4.44
Other revolving credit ........................ .45 1.02 1.03 1.40
Other retail .................................. .51 .51 .48 .51
Real estate ................................... .02 .07 .01 .02
Lease financing ............................... .13 .11 .04 .09
Foreign ....................................... ---- ---- ---- ----
Total loans ................................... .54 .61 .70 .64
Total loans -- excluding credit cards ......... .22 .24 .34 .17
Period-end allowance to outstanding loans ..... 1.12 1.16 1.47 1.16
</TABLE>

Allowance for Loan Losses

Wachovia's allowance for loan losses is maintained at a level adequate to absorb
probable losses inherent in the loan portfolio as of the date of the financial
statements. At September 30, 2000, the allowance for loan losses was $799
million or 1.47 percent of outstanding loans compared with $555 million or 1.12
percent and $554 million or 1.16 percent at December 31, 1999 and September 30,
1999, respectively. The allowance for loan losses varied over the periods
presented as a result of changes in the portfolio's risk profile. The increase
in the allowance at September 30, 2000 was due to a rise in the level of
nonperforming loans and management's view that rising interest rates and the
slowing economy had affected corporate borrowers' ability to service debt.

While commercial loan losses and nonperformings have risen from the third and
fourth quarters of 1999, the impact on the allowance for loan losses has been
partially offset by changes in portfolio mix. At September 30, 2000, commercial
loans accounted for 34.4 percent of the loan portfolio compared with 35.7
percent and 35.5 percent at December 31, 1999 and

24
<PAGE>

September 30, 1999, respectively. Credit card loans, which carry the highest
historical charge off rates, represented 7.7 percent of the loan portfolio at
September 30, 2000 compared with 9.5 percent and 9.4 percent at December 31,
1999 and September 30, 1999, respectively. Credit card balances declined in
proportion to the rest of portfolio as a result of asset securitizations and
robust growth in other loan categories. Real estate loans, which historically
have experienced the most favorable charge off rates accounted for 38.9 percent
of the loan portfolio at September 30, 2000, up from 35.9 percent and 36.3
percent at December 31, 1999 and September 30, 1999, respectively.

The provision for loan losses charged to earnings was an amount sufficient to
position the allowance for loan losses at the appropriate level as described
above. For the third quarter and the first nine months of 2000, the provision
for loan losses was $124 million and $471 million, respectively, compared with
$77 million and $232 million for the same periods of 1999. The increase in the
provision reflected deterioration in some commercial credits as evidenced in the
increase in nonperforming loans. External indicators in the market, such as
rising default rates, several high profile bankruptcies, the significant
increase in credit rating downgrades versus upgrades and widening credit spreads
also suggest that deterioration in the credit cycle is developing. These factors
led to management's conclusion that the historical loss rates used in
determining the adequacy of the allowance for loan loss did not reflect the risk
in the portfolio and therefore did not accurately measure losses inherent in the
portfolio. Management's views were further supported by downward migration in
credit quality ratings and a resulting increase in the number of loans appearing
on Wachovia's internal watch list during the second quarter. The watch list
began to show some stability during the third quarter with the exception of some
downward migration within categories and the rise in nonperforming loans.

Management is closely monitoring the loan portfolio while paying particular
attention to changing business and economic conditions. Appropriate actions will
be taken if and when the circumstances dictate. Provision expense levels for the
remainder of the year will be affected by changing conditions in the market and
the resulting impact on Wachovia's customers. Provision expense for the fourth
quarter is expected to be down from the third quarter but higher than the
historical run rate.

Nonperforming assets increased $238 million from December 31, 1999 to $462
million at September 30, 2000. The rise in nonperforming loans resulted
primarily from a few high profile bankruptcies involving multibank credits.
These loans had been monitored on Wachovia's internal watch list prior to
nonperforming classification. At Wachovia, multibank credits are subject to the
same underwriting standards and credit review as other corporate loans. The
slowing economy and rising rates have pressured large corporate customers that
may have expanded aggressively. In some cases, the speed with which corporate
borrowers are filing bankruptcy, even though their liquidity and net worth are
positive, has accelerated as a result of changing corporate strategies and
external events. Any loss expected on the corporate nonperforming loans has been
specifically reserved under FAS 114 and such specific reserves were included
within the total allowance for loan losses. In many cases, management
anticipates that the amount of loss will be low to moderate. Outside of the
large corporate loan portfolio, credit quality remained solid with no increase
in nonperforming assets and delinquencies.

Looking forward, management remains watchful of credit quality issues and
expects some further increase in nonperforming loans over the next few quarters.
It is difficult to predict the exact magnitude and timing as much of the credit
deterioration is driven by specific events that are not easily predicted.

At September 30, 2000, Wachovia's nonperforming assets represented .85 percent
of total loans and foreclosed property compared with .45 percent and .50 percent
at December 31, 1999 and September 30, 1999, respectively. There were no
significant concentrations of loans in any one industry at September 30, 2000.

25
<PAGE>

Nonperforming Assets and Contractually Past Due Loans Table 14
--------------------------------------------------------------------------------
(thousands)

<TABLE>
<CAPTION>
Sep. 30 Jun. 30 Mar. 31 Dec. 31 Sep. 30
2000 2000 2000 1999 1999
---------- ---------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C>
Nonperforming assets:
Cash-basis assets ....................................... $444,880 $283,577 $226,176 $204,098 $214,594
Restructured loans ...................................... ---- ---- ---- ---- ----
---------- ---------- ---------- -------- ----------
Total nonperforming loans ............................ 444,880 283,577 226,176 204,098 214,594
Foreclosed property:
Foreclosed real estate ................................. 12,794 12,946 17,665 19,759 24,540
Less valuation allowance ............................... 2,429 2,867 4,077 5,941 7,456
Other foreclosed assets ................................ 6,501 5,060 6,343 5,874 6,602
---------- ---------- ---------- -------- ----------
Total foreclosed property ............................ 16,866 15,139 19,931 19,692 23,686
---------- ---------- ---------- -------- ----------
Total nonperforming assets ........................... $461,746 $298,716 $246,107 $223,790 $238,280
========== ========== ========== ======== ==========
Nonperforming loans to period-end loans ................. .82% .53% .44% .41% .45%
Nonperforming assets to period-end loans
and foreclosed property ................................ .85 .56 .48 .45 .50
Period-end allowance for loan losses times
nonperforming loans .................................... 1.80x 2.82x 2.63x 2.72x 2.58x
Period-end allowance for loan losses times
nonperforming assets ................................... 1.73 2.68 2.42 2.48 2.32
Contractually past due loans -- accruing loans past due
90 days or more ......................................... $123,079 $127,218 $126,318 $97,642 $106,755
========== ========== ========== ======== ==========
</TABLE>

Noninterest Income Table 15
--------------------------------------------------------------------------------
(thousands)

<TABLE>
<CAPTION>
2000
----------------------------------
Third Second First
Quarter Quarter Quarter
--------- -------- --------
<S> <C> <C> <C>
Service charges on deposit accounts ............... $106,765 $104,380 $100,811
Fees for trust services ........................... 56,636 54,189 51,234
Credit card income -- net of interchange
payments ......................................... 82,337 71,463 71,182
Investment fees ................................... 80,065 81,439 96,770
Capital markets income ............................ 40,092 45,014 44,786
Electronic banking ................................ 26,254 26,153 23,396
Mortgage fees ..................................... 7,373 5,921 5,001
Bankers' acceptance and letter of credit fees ..... 15,102 13,671 11,597
Other service charges and fees .................... 34,038 30,361 29,181
Other income ...................................... 71,328 37,708 36,841
--------- -------- --------
Total other operating revenue ................... 519,990 470,299 470,799
Securities (losses) gains ......................... (163) 59 167
--------- -------- --------
Total ........................................... $519,827 $470,358 $470,966
========= ======== ========

<CAPTION>
1999 Nine Months Ended
------------------- September 30
Fourth Third -------------------------
Quarter Quarter 2000 1999
------- -------- ----------- ----------
<S> <C> <C> <C> <C>
Service charges on deposit accounts ............... $ 96,642 $ 94,595 $ 311,956 $ 273,004
Fees for trust services ........................... 52,283 60,066 162,059 164,109
Credit card income -- net of interchange
payments ......................................... 65,046 70,786 224,982 190,197
Investment fees ................................... 78,747 69,364 258,274 156,603
Capital markets income ............................ 48,965 41,914 129,892 121,806
Electronic banking ................................ 24,303 23,310 75,803 64,323
Mortgage fees ..................................... 5,006 7,378 18,295 28,207
Bankers' acceptance and letter of credit fees ..... 12,444 11,688 40,370 33,593
Other service charges and fees .................... 26,720 19,494 93,580 53,173
Other income ...................................... 29,313 34,246 145,877 85,639
--------- -------- ----------- -----------
Total other operating revenue ................... 439,469 432,841 1,461,088 1,170,654
Securities (losses) gains ......................... 60 147 63 10,834
--------- -------- ----------- -----------
Total ........................................... $439,529 $432,988 $1,461,151 $1,181,488
========= ======== =========== ===========
</TABLE>

Noninterest Income

Other operating revenue, which excludes securities transactions, grew $87
million or 20.1 percent for the third quarter from a year earlier and was higher
by $290 million or 24.8 percent for the first nine months. The largest portion
of the growth was attributable to the strategic acquisitions of IJL, OFFITBANK
and BEJS and their respective impact on investment fee income and capital
markets income. Credit card securitizations and the acquired Partners First
portfolio also contributed substantially. Adjusting for the effects of
acquisitions and securitization transactions, operating revenue grew
approximately 13 percent for the quarter and approximately 11 percent year to
date. Gains from branch sales totaled $42 million and $8 million during the
third quarters of 2000 and 1999, respectively.

For the remainder of the year, fee income is expected to remain in line with the
third quarter, absent the gains from branch sales. Market sensitive sources such
as capital markets income and investment fee income will be the key to whether
the growth rate in overall fee income returns to the pace experienced last year.
The outlook for the remaining fee income categories remains good.

Service charges on deposit accounts for the third quarter and year to date grew
$12 million or 12.9 percent and 39 million or 14.3 percent, respectively from
the same periods in 1999. Returned check charges for overdraft and insufficient
funds and commercial analysis fees were the main drivers of the increase.

26
<PAGE>

Credit card income for the third quarter and year to date increased $12 million
or 16.3 percent and $35 million or 18.3 percent, respectively from the same
periods in 1999 driven by credit card securitizations and the Partners First
acquired portfolio. Exclusive of these transactions, credit card income was up
approximately 5 percent for the quarter and up approximately 9 percent year to
date. The increase in both periods reflected higher overlimit charges and
interchange fees.

Investment fees were up for both the quarter and year to date by $11 million or
15.4 percent and $102 million or 64.9 percent, respectively from the same
periods a year ago largely as a result of the expanded customer base from
acquisitions. The acquisitions of OFFITBANK, which was completed late in the
third quarter of 1999, and Interstate/Johnson Lane, which was completed on April
1, 1999, affected comparability between periods and accounted for most of the
increase. Excluding those acquisitions, investment fees increased approximately
6 percent for the quarter and 10 percent for the first nine months from the same
periods a year ago. This income is sensitive to market conditions that softened
during the second and third quarters after trading activity reached record
levels in the first quarter. In addition to resulting in lower levels of equity
commissions, market conditions unfavorably impacted capital markets income
leaving it $2 million or 4.4 percent lower than the third quarter of 1999 but up
approximately 4 percent year to date excluding the effect of the acquisition of
IJL. Part of the decline in capital markets income is due to lower loan
syndication fees reflecting more selectivity in light of a riskier lending
environment.

Electronic banking fees and bankers' acceptance and letter of credit fees
experienced strong growth in comparison to prior year. For the third quarter and
first nine months, electronic banking fees increased $3 million or 12.6 percent
and $11 million or 17.8 percent, respectively with acquisitions having minimal
impact. Debit card interchange fees accounted for substantially all of the
increase reflecting a continued trend of growing consumer acceptance. Bankers'
acceptance and letter of credit fees increased $3 million or 29.2 percent for
the quarter and $7 million or 20.2 percent year to date compared with the same
periods in 1999 reflecting strong demand for domestic letters of credit and more
favorable pricing.

Other service charges and fees increased by $15 million or 74.6 percent and $40
million or 76 percent, respectively, for the third quarter and first nine months
compared with the same periods in 1999. Most of the increase was in fees for
servicing the securitized portion of the Partners First credit card portfolio
and the assets securitized in 1999 and 2000. Excluding the effects of Partners
First and other acquisitions and the securitization transactions, this revenue
category remained relatively level over the comparable periods of 1999.

Noninterest Expense Table 16
--------------------------------------------------------------------------------
(thousands)

2000
------------------------------------
Third Second First
Quarter Quarter Quarter
---------- -------- --------
<S> <C> <C> <C>
Salaries ........................................ $275,249 $282,610 $287,629
Employee benefits ............................... 50,494 52,881 56,252
---------- -------- --------
Total personnel expense ....................... 325,743 335,491 343,881
Net occupancy expense ........................... 40,229 40,684 39,526
Equipment expense ............................... 45,274 45,908 49,195
Postage and delivery ............................ 13,196 13,661 13,817
Outside data processing, programming and
software ....................................... 27,419 25,918 26,874
Stationery and supplies ......................... 9,484 10,037 9,072
Advertising and sales promotion ................. 16,752 16,938 16,649
Professional services ........................... 21,245 18,639 13,532
Travel and business promotion ................... 9,483 11,202 9,572
Telecommunications .............................. 15,373 15,471 14,726
Amortization of intangible assets ............... 24,330 23,906 20,797
Foreclosed property expense -- net of income..... (349) (220) (2,722)
Merger-related charges* ......................... 11,928 8,872 8,158
Litigation settlement charge* ................... ---- ---- 20,000
Restructuring charge* ........................... 87,944 ---- ----
Other expense ................................... 60,646 64,784 54,901
---------- -------- --------
Total ......................................... $708,697 $631,291 $637,978
========== ======== ========
Overhead ratio .................................. 61.1% 56.4% 58.0%
Overhead ratio without nonrecurring charges...... 52.5 55.6 55.5

<CAPTION>
1999 Nine Months Ended
----------------------- September 30
Fourth Third ---------------------------
Quarter Quarter 2000 1999
---------- -------- ------------ ----------
<S> <C> <C> <C> <C>
Salaries ........................................ $276,048 $266,488 $ 845,488 $ 744,336
Employee benefits ............................... 48,240 50,572 159,627 151,662
---------- -------- ------------ ----------
Total personnel expense ....................... 324,288 317,060 1,005,115 895,998
Net occupancy expense ........................... 38,486 38,955 120,439 112,796
Equipment expense ............................... 52,425 49,081 140,377 145,637
Postage and delivery ............................ 13,912 13,700 40,674 41,498
Outside data processing, programming and
software ....................................... 27,370 26,385 80,211 75,403
Stationery and supplies ......................... 9,270 9,262 28,593 26,669
Advertising and sales promotion ................. 21,090 16,086 50,339 44,264
Professional services ........................... 23,008 18,619 53,416 51,994
Travel and business promotion ................... 10,106 9,138 30,257 23,838
Telecommunications .............................. 14,801 13,915 45,570 43,287
Amortization of intangible assets ............... 14,540 13,156 69,033 36,339
Foreclosed property expense -- net of income..... (602) (470) (3,291) (251)
Merger-related charges* ......................... 5,669 5,293 28,958 13,640
Litigation settlement charge* ................... ---- ---- 20,000 ----
Restructuring charge* ........................... ---- ---- 87,944 ----
Other expense ................................... 46,255 47,012 180,331 138,895
---------- -------- ------------ ----------
Total ......................................... $600,618 $577,192 $1,977,966 $1,650,007
========== ======== ============ ==========
Overhead ratio .................................. 55.7% 54.5% 58.5% 54.2%
Overhead ratio without nonrecurring charges...... 55.2 54.0 54.5 53.8
</TABLE>

* Nonrecurring charges

27
<PAGE>

Noninterest Expense

Noninterest expense rose $132 million or 22.8 percent for the quarter and $328
million or 19.9 percent for the first nine months compared to the same periods
in 1999. Excluding nonrecurring expenses, noninterest expense rose $37 million
or 6.5 percent for the quarter and $205 million or 12.5 percent year to date.
These increases primarily resulted from the added expense base of acquired
entities. Nonrecurring expenses include restructuring charges, merger-related
expenses, and a litigation settlement charge. The restructuring charge recorded
in the third quarter of 2000 is explained in more detail on page 29. The
litigation settlement charge recorded in the first quarter of 2000 resulted from
an agreement reached with the U. S. Department of Labor to settle litigation
stemming from a lawsuit begun against South Carolina National Bank (a
predecessor of Wachovia Bank) in May 1991. Excluding these transactions, expense
control initiatives were effective in holding noninterest expense flat for the
quarter and to an increase of approximately 2 percent year to date. Expenses are
expected to decline for the remainder of the year as the effects of the resource
realignment begin to be realized.

Total personnel expense increased $9 million or 2.7 percent for the quarter and
$109 million or 12.2 percent from the comparable periods in 1999. Exclusive of
acquisitions, total personnel expense was flat for the quarter and increased
approximately 3 percent year to date compared with 1999. At September 30, 2000,
Wachovia had 21,110 full time equivalent employees compared with 21,722 a year
earlier.

Amortization of intangible assets rose from prior year levels as a result of
goodwill and purchased credit card premiums added by acquisitions. The
acquisition of the Partners First portfolio had the most significant impact on
intangible amortization due to the shorter period over which it is being
amortized.

Other expense increased $14 million or 29 percent for the quarter and $41
million or 29.8 percent for the first nine months compared with 1999.
Acquisitions accounted for most of the increase with the largest component being
external processing fees paid to service the acquired Partners First credit card
portfolio. Aside from the impact of acquisitions, overall expenses in the
remaining categories were generally level with a year ago.

28
<PAGE>

Restructuring Charge

On August 28, 2000, Wachovia announced the realignment of resources that called
for the elimination of 1,800 positions. The positions being eliminated were
identified through a productivity review focused on improving work processes,
introducing new technology, broadening spans of control and eliminating levels
of management across the company. The effected positions are diversely scattered
among all lines of business and at all levels throughout the organization. The
staff reductions are expected to reduce annual expenses by more than $100
million beginning next quarter, mostly in salaries and employee benefits. Much
of this savings will be reinvested in high growth areas such as Asset and Wealth
Management and Corporate Financial Services.

As part of the restructuring plan, Wachovia will be closing its Raleigh, North
Carolina operations center. Functions currently performed at that location will
move to other operations centers within the Wachovia system. Wachovia also plans
to close several underperforming branches over the next few quarters including
11 in store branches in Atlanta and Fayetteville, North Carolina which was
announced in September 2000. The branches to be closed had a marginal
contribution to financial results and the customers will continue to be served
by nearby branches. The resource realignment also included exiting the municipal
finance business.

Wachovia incurred an $88 million charge, pretax, in the third quarter, mostly in
severance costs for the positions eliminated. The amounts expensed and paid
during the third quarter are reported below.

Charge to Utilized During the Balance at
Earnings Third Quarter September 30, 2000
-------- -------------------- -------------------
<S> <C> <C> <C>
Severance and personnel related costs $ 69,983 $ 2,207 $ 67,776
Occupancy and other costs ............ 17,961 16,578 1,383
-------- -------- --------
Total ................................ $ 87,944 $ 18,785 $ 69,159
======== ======== ========
</TABLE>

Severance and personnel related costs include severance payments to terminated
employees as well as benefits including pension, medical and job transition
assistance. The amount charged to earnings in the third quarter included
benefits for 1,245 employees that received notice or had otherwise been
identified prior to September 30. Severance benefits will not be paid for all
1,800 eliminated positions since some of the positions will vacate through
normal attrition.

Occupancy and other costs represent asset impairment charges and other facility
exit costs associated with the project. Included in occupancy and other costs
are non-cash items of approximately $13 million. Additional expenses of
approximately $30 million are expected to be incurred over the next few
quarters.

Income Taxes Table 17
--------------------------------------------------------------------------------
(thousands)

<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
---------------------- -----------------------
2000 1999 2000 1999
---------- --------- --------- ----------
<S> <C> <C> <C> <C>
Income before income taxes .................................... $ 317,911 $ 396,131 $ 901,813 $1,141,733
========== ========== ========== ===========
Federal income taxes at statutory rate ........................ $ 111,268 $ 138,646 $ 315,634 $ 399,607
State and local income taxes -- net of federal benefit ........ 7,594 7,791 18,198 23,413
Effect of tax-exempt securities interest and other income ..... (12,067) (12,944) (34,790) (35,022)
Other items ................................................... 5,792 5,139 15,169 5,450
---------- ---------- ---------- -----------
Total tax expense ......................................... $ 112,587 $ 138,632 $ 314,211 $ 393,448
========== ========== ========== ===========
Current:
Federal ...................................................... $ 39,548 $ 38,950 $ 134,064 $ 81,600
Foreign ...................................................... 774 492 1,474 989
State and local .............................................. 10,876 8,153 29,591 21,225
---------- ---------- ---------- -----------
Total ..................................................... 51,198 47,595 165,129 103,814
Deferred:
Federal ...................................................... 60,581 87,201 150,675 274,837
State and local .............................................. 808 3,836 (1,593) 14,797
---------- ---------- ---------- -----------
Total ..................................................... 61,389 91,037 149,082 289,634
---------- ---------- ---------- -----------
Total tax expense ......................................... $ 112,587 $ 138,632 $ 314,211 $ 393,448
========== ========== ========== ===========
</TABLE>

29
<PAGE>

Income Taxes

Applicable income taxes for the third quarter and first nine months of 2000
decreased $26 million or 18.8 percent and $79 million or 20.1 percent,
respectively from the prior year. Wachovia's effective tax rate is higher than
1999 for both the quarter and year to date due to an increase in nondeductible
amortization associated with purchase business combinations.

New Accounting Standards

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" (FASB 133). FASB 133 establishes new accounting and
reporting requirements for derivative instruments embedded in other contracts
and hedging activities. The standard requires all derivatives to be measured at
fair value and recognized as either assets or liabilities in the statement of
condition. Under certain conditions, a derivative may be specifically designated
as a hedge. Accounting for the changes in the fair value of a derivative depends
on the intended use of the derivative and the resulting designation. Adoption of
the standard is required for Wachovia's December 31, 2001 financial statements
with early adoption allowed as of the beginning of any quarter after June 30,
1998. Management has assessed the impact and plans to adopt the standard
effective January 1, 2001. Adoption is not expected to result in a material
financial impact.

In September 2000, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 140, "Accounting for Transfers and Servicing
of Financial Assets and Extinguishment of Liabilities" (FASB 140) which replaces
FASB Statement No. 125. FASB 140 revises the standards for accounting for
securitizations and other tranfers of financial assets and collateral and
requires certain additional disclosures regarding these activities. The
statement is effective for transfers and servicing of financial assets or
extinguishments of liabilities that occur after March 31, 2001. The statement is
effective for recognition and reclassification of collateral and for disclosures
relating to securitization transactions and collateral for fiscal years ending
after December 15, 2000. Management is in the process of assessing the impact
and plans to adopt the standard in accordance with the effective dates. Adoption
is not expected to result in a material financial impact.

Shareholders' Equity and Capital Ratios

Shareholders' equity at September 30, 2000 was $6.090 billion, up $462 million
or 8.2 percent from $5.628 billion one year earlier and up $432 million or 7.6
percent from December 31, 1999. Included in shareholders' equity at the end of
the third quarter of 2000 was $32 million, net of tax, of unrealized losses on
securities available-for-sale compared with unrealized losses of $29 million,
net of tax, one year earlier and unrealized losses of $74 million at December
31, 1999.

Wachovia repurchased a total of 1,674,300 shares of its common stock as
authorized by the Board of Directors during the first nine months of 2000 at an
average price of $60 per share for a total cost of $101 million. Included in the
total were 573,594 shares repurchased to offset shares issued for the
acquisition of B C Bankshares, Inc. and 633,176 shares repurchased to offset
shares issued for the acquisition of Commerce National Corporation. Wachovia can
repurchase up to 8 million shares of its common stock under a January 28, 2000
authorization effective through January 25, 2002. As of September 30, 2000, a
total of 467,530 shares had been repurchased under the January 28, 2000
authorization. Management will continue to work within the guidelines of its
share repurchase authorization while assessing the best deployment of Wachovia's
capital.

At its October 27, 2000 meeting, the Board of Directors declared a fourth
quarter dividend of $.60 per share, payable December 1 to shareholders of record
as of November 9. The dividend is higher by 11 percent from $.54 per share paid
in the same quarter of 1999.

Intangible assets at September 30, 2000 totaled $1.233 billion, consisting of
$924 million of goodwill, $68 million of deposit base intangibles, $240 million
of purchased credit card premiums and $1 million of other intangibles. The
acquisitions of B C Bankshares, Inc., the Partners First Holdings LLC portfolio,
and Commerce National Corporation added approximately $97 million, $230 million
and $33 million, respectively, in intangibles based on preliminary information.
Intangible assets at

30
<PAGE>

the end of the third quarter of 1999 were $961 million, with $832 million of
goodwill, $83 million of deposit base intangibles, $36 million of purchased
credit card premiums, $10 million of other intangibles.

Regulatory agencies divide capital into Tier I (consisting of shareholders'
equity and certain cumulative preferred stock instruments less ineligible
intangible assets) and Tier II (consisting of the allowable portion of the
reserve for loan losses and certain long-term debt) and measure capital adequacy
by applying both capital levels to a banking company's risk-adjusted assets and
off-balance sheet items. Regulatory requirements presently specify that Tier I
capital should exclude the unrealized gain or loss, net of tax, on securities
available-for-sale. In addition to these capital ratios, regulatory agencies
have established a Tier I leverage ratio which measures Tier I capital to
average assets less ineligible intangible assets.

Capital Components and Ratios Table 18
--------------------------------------------------------------------------------
(thousands)

<TABLE>
<CAPTION>
2000
------------------------------------------------
Third Second First
Quarter Quarter Quarter
-------------- ------------ ------------
<S> <C> <C>
Tier I capital:
Common shareholders' equity ...................... $ 6,090,164 $ 5,936,044 $ 5,846,430
Trust capital securities ......................... 997,025 996,932 996,838
Less ineligible intangible assets ................ 1,040,066 1,057,314 1,040,021
Unrealized losses on securities available-for-
sale -- net of tax .............................. 29,780 77,233 87,939
-------------- ------------ ------------
Total Tier I capital .......................... 6,076,903 5,952,895 5,891,186
Tier II capital:
Allowable allowance for loan losses .............. 799,461 799,351 595,655
Allowable long-term debt ......................... 2,542,833 2,242,780 2,407,529
-------------- ------------ ------------
Tier II capital additions ..................... 3,342,294 3,042,131 3,003,184
-------------- ------------ ------------
Total capital ................................. $ 9,419,197 $ 8,995,026 $ 8,894,370
============== ============ ============
Risk-adjusted assets .............................. $ 81,073,761 $ 80,796,945 $ 79,228,699
Quarterly average assets* ......................... $ 68,773,165 $ 68,559,502 $ 66,863,406
Risk-based capital ratios:
Tier I capital ................................... 7.50% 7.37% 7.44%
Total capital .................................... 11.62 11.13 11.23
Tier I leverage ratio ............................. 8.84 8.68 8.81

<CAPTION>
1999
-------------------------------
Fourth Third
Quarter Quarter
-------------- ------------
<S> <C> <C>
Tier I capital:
Common shareholders' equity ...................... $ 5,658,457 $ 5,628,083
Trust capital securities ......................... 996,744 996,650
Less ineligible intangible assets ................ 931,257 944,304
Unrealized losses on securities available-for-
sale -- net of tax .............................. 72,002 27,600
-------------- ------------
Total Tier I capital .......................... 5,795,946 5,708,029
Tier II capital:
Allowable allowance for loan losses .............. 554,810 553,894
Allowable long-term debt ......................... 2,107,334 2,137,158
-------------- ------------
Tier II capital additions ..................... 2,662,144 2,691,052
-------------- ------------
Total capital ................................. $ 8,458,090 $ 8,399,081
============== ============
Risk-adjusted assets .............................. $ 77,060,603 $ 73,870,211
Quarterly average assets* ......................... $ 66,113,697 $ 63,916,969
Risk-based capital ratios:
Tier I capital ................................... 7.52% 7.73%
Total capital .................................... 10.98 11.37
Tier I leverage ratio ............................. 8.77 8.93
</TABLE>

* Excludes ineligible intangible assets and average unrealized losses on
securities available-for-sale, net of tax.

Regulatory guidelines require a minimum of total capital to risk-adjusted assets
ratio of 8 percent with at least one-half consisting of tangible common
shareholders' equity and a minimum Tier I leverage ratio of 3 percent. Banks
that meet or exceed a Tier I ratio of 6 percent, a total capital ratio of 10
percent and a Tier I leverage ratio of 5 percent are considered well capitalized
by regulatory standards. It is Wachovia's policy that it and its banking
subsidiaries be well capitalized at all times.

31
<PAGE>

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market Risk and Asset/Liability Management

Market risk is the risk of loss due to adverse changes in instrument values or
earnings fluctuation resulting from changes in market factors including changes
in interest rates, foreign exchange rates, commodity prices and other market
variables such as equity price risk. Wachovia primarily is exposed to interest
rate risk with immaterial risk exposure to changes in foreign exchange rates and
equity prices in the nontrading portfolios.

Trading Market Risk

Trading market risk is the risk to net income from changes in the fair value of
assets and liabilities and off-balance sheet instruments that are
marked-to-market through the income statement. The earnings risk due to changes
in fair value in the trading portfolios is limited by the short-term holding
periods of some of the portfolios, entering into offsetting trades with market
counterparties, establishing and monitoring market risk limits by portfolio, and
utilizing various hedging techniques.

Wachovia uses a value-at-risk (VaR) methodology to gauge potential losses in
various trading portfolios due to changes in interest rates. The VaR estimate
represents the maximum expected loss in fair value of a trading portfolio over a
one day time horizon, given a 99 percent confidence level. In other words, there
is about a 1 percent chance, given historical volatility of interest rates, that
a loss greater than the VaR estimate will occur by the end of the next day.

At September 30, 2000, the combined VaR exposure was $110 thousand representing
.03 percent of the combined trading portfolio value of $436 million. The
combined average VaR exposure for the third quarter of 2000 was $295 thousand
representing .05 percent of the combined average trading portfolio value of $598
million. These VaR numbers are for the combined U. S. Treasury and government
agency, municipal bond, residential mortgage-backed securities and money market
instrument trading portfolios.

Nontrading Market Risk

Nontrading market risk is the risk to net income and equity capital from changes
in interest rates on asset, liability and off-balance sheet portfolios other
than trading. The risk is driven by potential mismatches resulting from timing
differences in the repricing of assets, liabilities and off-balance sheet
instruments, and potential exercise of explicit and embedded options. There also
is net income risk from changes in market rate relationships known as basis
risk.

Management believes that nontrading interest rate risk is best measured by
simulation modeling which calculates expected net income based on projected
interest-earning assets, interest-bearing liabilities, off-balance sheet
financial instruments, other income and other expense. The model projections are
based upon historical trends and management's expectations of balance sheet
growth patterns, spreads to market rates, historical market rate relationships,
prepayment behavior, current and expected product offerings, sales activity, and
expected exercise of explicit and embedded options. In order to discern risk
levels preset in the balance sheet beyond the 24 month time horizon used in
simulation modeling, Wachovia utilizes a present value methodology commonly
referred to as Economic Value of Equity or EVE.

The policy guideline limit for net income (after-tax changes in net interest
income) simulation is a negative impact to net income of 7.5 percent for the up
or down 200 basis point ramp scenarios when compared with the flat rate
scenario. Management has generally maintained a risk position well within the
policy guideline level. The model indicated the impact of a 200 basis point
gradual rise in rates over the next 12 months would cause approximately a .45
percent increase in net income at September 30, 2000 versus a 2.00 percent
increase one year earlier. A gradual decrease in rates over the next 12 months
would cause approximately a .69 percent decrease in net income as of September
30, 2000 compared with a 2.25 percent decrease at September 30, 1999. Wachovia
runs additional scenarios beyond the standard shock and ramp scenarios,
including yield curve steepening, flattening and inversion scenarios. Various
sensitivity analyses are performed on a regular basis to segregate interest rate
risk into separate components and understand the risk attributable to
prepayments, caps and floors, and other options. Extensive assumptions testing
is performed to understand the degree of impact from changing key assumptions
such as the speed of prepayments, the interest rate elasticity of core deposit
rates and faster- or slower-growing balance sheets.

32
<PAGE>

PART II -- OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 2. Changes in Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Security Holders

None

Item 5. Other Information

None

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits -- The exhibits listed on the accompanying Exhibit Index,
immediately following the signature page are filed as part of or incorporated by
reference into this report.

(b) Reports on Form 8-K.

A current report on Form 8-K dated July 24, 2000 was filed with the Securities
and Exchange Commission announcing Wachovia Corporation's earnings for the
quarter ended June 30, 2000.

A current report on Form 8-K dated August 28, 2000 was filed with the Securities
and Exchange Commission announcing Wachovia Corporation's plans for a resource
realignment.

SIGNATURES

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

WACHOVIA CORPORATION

/s/ ROBERT S. MCCOY, JR.
--------------------------------------
By: Robert S. McCoy, Jr.
Vice Chairman
Chief Financial Officer

/s/ ALBERT J. DEFOREST, III
--------------------------------------
By: Albert J. DeForest, III
Chief Accounting Officer

33
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number Description
---------- ---------------------------------------------------------------------
<S> <C>
3.1 Amended and Restated Articles of Incorporation of the registrant
(incorporated by reference to Exhibit 3.1 of Report on Form 10-Q of
Wachovia Corporation for the quarter ended June 30, 1998, File No.
1-9021).
3.2 Bylaws of the registrant as amended (incorporated by reference to
Exhibit 3.2 of Form S-4 Registration Statement of Wachovia Corporation
dated December 14, 1998, File No. 333-68823).
4 Instruments defining the rights of security holders, including
indentures -- Wachovia Corporation hereby agrees to furnish to the
Commission, upon request, a copy of any instruments defining the
rights of security holders that are not required to be filed.
4.1 Articles IV, VII, IX, X and XI of the registrant's Amended and
Restated Articles of Incorporation (included in Exhibit 3.1 hereto).
4.2 Article 1, Section 1.8, and Article 6 of the registrant's Bylaws
(included in Exhibit 3.2 hereto).
4.3 Indenture dated as of May 15, 1986 between South Carolina National
Corporation and Morgan Guaranty Trust Company of New York, as Trustee,
relating to $35,000,000 principal amount of 6 1/2% Convertible
Subordinated Debentures due in 2001 (incorporated by reference to
Exhibit 28 of Form S-3 Registration Statement of South Carolina
National Corporation, File No. 33-7710).
4.4 First Supplemental Indenture dated as of November 26, 1991 by and
among South Carolina National Corporation, Wachovia Corporation and
Morgan Guaranty Trust Company of New York, Trustee, amending the
Indenture described in Exhibit 4.3 hereto (incorporated by reference
to Exhibit 4.10 of Report on Form 10-K of Wachovia Corporation for the
year ended December 31, 1991, File No. 1-9021).
4.5 Indenture dated as of March 15, 1991 between South Carolina National
Corporation and Bankers Trust Company, as Trustee, relating to certain
unsecured subordinated securities (incorporated by reference to
Exhibit 4(a) of Form S-3 Registration Statement of South Carolina
National Corporation, File No. 33-39754).
4.6 First Supplemental Indenture dated as of January 24, 1992 by and among
South Carolina National Corporation, Wachovia Corporation and Bankers
Trust Company, as Trustee, amending the Indenture described in Exhibit
4.5 hereto (incorporated by reference to Exhibit 4.12 of Report on
Form 10-K of Wachovia Corporation for the year ended December 31,
1991, File No. 1-9021).
4.7 Indenture dated as of July 15, 1998 between Wachovia Corporation and
The Chase Manhattan Bank, as Trustee, relating to subordinated debt
securities (incorporated by reference to Exhibit 4(b) of Form S-3
Registration Statement of Wachovia Corporation, File No. 333-59165).
4.8 Indenture dated as of August 15, 1996 between Wachovia Corporation and
The Chase Manhattan Bank, as Trustee, relating to senior debt
securities (incorporated by reference to Exhibit 4(a) of
Post-Effective Amendment No. 1 of Form S-3 Registration Statement of
Wachovia Corporation, File No. 33-6280).
4.9 Indenture between Wachovia Corporation, Wachovia Capital Trust II and
First National Bank of Chicago, as Trustee, relating to Floating-Rate
Junior Subordinated Deferrable Interest Debentures (Junior
Subordinated Debentures) (incorporated by reference to Exhibit 4(c) of
Amendment No. 1 of Form S-3 Registration Statement of Wachovia
Corporation and Wachovia Capital Trust II dated January 22, 1997, File
No. 333-19365).
4.10 Amended and Restated Declaration of Trust of Wachovia Capital Trust
II, relating to Preferred Securities (incorporated by reference to
Exhibit 4(b)(iv) of Amendment No. 1 of Form S-3 Registration Statement
of Wachovia Corporation and Wachovia Capital Trust II dated January
22, 1997, File No. 333-19365).
4.11 Preferred Securities Guarantee Agreement of Wachovia Corporation
(incorporated by reference to Exhibit 4(g) of Amendment No. 1 of Form
S-3 Registration Statement of Wachovia Corporation and Wachovia
Capital Trust II dated January 22, 1997, File No. 333-19365).
4.12 Indenture between Central Fidelity Banks, Inc. and Chemical Bank, as
Trustee, relating to $150,000,000 principal amount of subordinated
debt securities (incorporated by reference to Exhibit 4.1 of Form 8-K
of Central Fidelity Banks, Inc., dated November 18, 1992, File No.
0-8829).
4.13 Indenture between Central Fidelity Banks, Inc., Central Fidelity
Capital Trust I and The Bank of New York, as Trustee, relating to
$100,000,000 Floating-Rate Junior Subordinated Debentures
(incorporated by reference to Exhibit 4.1 of Form S-3 Registration
Statement of Central Fidelity Banks, Inc., dated April 23, 1997, File
No. 333-28917).
4.14 Amended and Restated Declaration of Trust of Central Fidelity Capital
Trust I (incorporated by reference to Exhibit 4.4 of Form S-3
Registration Statement of Central Fidelity Banks, Inc., dated April
23, 1997, File No. 333-28917).
4.15 Form of New Guarantee Agreement for the benefit of the holders of the
Trust Securities (incorporated by reference to Exhibit 4.6 of Form S-3
Registration Statement of Central Fidelity Banks, Inc., dated as of
April 23, 1997, File No. 333-28917).
10.1 Senior Management Incentive Plan of Wachovia Corporation as amended
through January 1, 1999 (incorporated by reference to Exhibit 10.4 of
Report on Form 10-Q of Wachovia Corporation for the quarter ended June
30, 1999, File No. 1-9021).
</TABLE>

34
<PAGE>

EXHIBIT INDEX (continued)

<TABLE>
<CAPTION>
Exhibit
Number Description
----------- --------------------------------------------------------------------
<S> <C>

10.2 Wachovia Corporation Amended and Restated Executive Deferred
Compensation Plan (incorporated by reference to Exhibit 10.2 of Report
on Form 10-Q for Wachovia Corporation for the quarter ended March 31,
2000, File No. 1-9021).
10.3 Employment Agreement between Wachovia Corporation and L. M. Baker, Jr.
dated as of November 29, 1999 (incorporated by reference to Exhibit
10.3 of Report on Form 10-K of Wachovia Corporation for the year ended
December 31, 1999, File No. 1-9021).
10.4 Employment Agreement between Wachovia Corporation and Robert S. McCoy,
Jr. dated as of July 28, 2000.
10.5 Employment Agreement between Wachovia Corporation and G. Joseph
Prendergast dated as of October 22, 1999 (incorporated by reference to
Exhibit 10.5 of Report on Form 10-K of Wachovia Corporation for the
year ended December 31, 1999, File No. 1-9021).
10.6 Employment Agreement between Wachovia Corporation and Mickey W. Dry
dated as of October 22, 1999 (incorporated by reference to Exhibit
10.6 of Report on Form 10-K of Wachovia Corporation for the year ended
December 31, 1999, File No. 1-9021).
10.7 Employment Agreement between Wachovia Corporation and Walter E.
Leonard, Jr. dated as of October 22, 1999 (incorporated by reference
to Exhibit 10.7 of Report on Form 10-K of Wachovia Corporation for the
year ended December 31, 1999, File No. 1-9021).
10.8 Form of Employment Agreement between Wachovia Corporation and
Executive Officers (other than Messrs. Baker, McCoy, Prendergast, Dry
and Leonard) (incorporated by reference to Exhibit 10.8 of Report on
Form 10-K of Wachovia Corporation for the year ended December 31,
1999, File No. 1-9021.)
10.9 Employment Agreement between Wachovia Corporation and Morris W. Offit
dated as of May 13, 1999 (incorporated by reference to Exhibit 10.1 of
Form S-4 Registration Statement of Wachovia Corporation dated June 25,
1999, File No. 1-9021).
10.10 Senior Executive Retirement Agreement between Wachovia Corporation and
L. M. Baker, Jr. dated as of November 29, 1999 (incorporated by
reference to Exhibit 10.10 of Report on Form 10-K of Wachovia
Corporation for the year ended December 31, 1999, File No. 1-9021).
10.11 Senior Executive Retirement Agreement between Wachovia Corporation and
Robert S. McCoy, Jr. dated as of July 28, 2000.
10.12 Senior Executive Retirement Agreement between Wachovia Corporation and
G. Joseph Prendergast dated as of October 22, 1999 (incorporated by
reference to Exhibit 10.12 of Report on Form 10-K of Wachovia
Corporation for the year ended December 31, 1999, File No. 1-9021).
10.13 Senior Executive Retirement Agreement between Wachovia Corporation and
Mickey W. Dry dated as of October 22, 1999 (incorporated by reference
to Exhibit 10.13 of Report on Form 10-K of Wachovia Corporation for
the year ended December 31, 1999, File No. 1-9021).
10.14 Senior Executive Retirement Agreement between Wachovia Corporation and
Walter E. Leonard, Jr. dated as of October 22, 1999 (incorporated by
reference to Exhibit 10.14 of Report on Form 10-K of Wachovia
Corporation for the year ended December 31, 1999, File No. 1-9021).
10.15 Form of Senior Executive Retirement Agreement between Wachovia
Corporation and Executive Officers (other than Messrs. Baker, McCoy,
Prendergast, Dry and Leonard) (incorporated by reference to Exhibit
10.15 of Report on Form 10-K of Wachovia Corporation for the year
ended December 31, 1999, File No. 1-9021).
10.16 Senior Management and Director Stock Plan of Wachovia Corporation
(incorporated by reference to Exhibit 10 of Quarterly Report on Form
10-Q of First Wachovia Corporation for the quarter ended March 31,
1989, File No. 1-9021).
10.17 1990 Declaration of Amendment to Senior Management and Director Stock
Plan as described in Exhibit 10.16 hereto (incorporated by reference
to Exhibit 10.17 of Report on Form 10-K of First Wachovia Corporation
for the year ended December 31, 1989, File No. 1-9021).
10.18 1996 Declaration of Amendment to Senior Management and Director Stock
Plan as described in Exhibit 10.16 hereto (incorporated by reference
to Exhibit 10.24 of Report on Form 10-K of Wachovia Corporation for
the year ended December 31, 1996, File No. 1-9021).
10.19 Deferred Compensation Plan dated as of January 19, 1987, as amended
(incorporated by reference to Exhibit 10(c) of Report on Form 10-K of
South Carolina National Corporation for the year ended December 31,
1986, File No. 0-7042).
10.20 Amendment to Deferred Compensation Plan described in Exhibit 10.19
hereto (incorporated by reference to Exhibit 19(b) of Quarterly Report
on Form 10-Q of South Carolina National Corporation for the quarter
ended September 30, 1987, File No. 0-7042).
</TABLE>

35
<PAGE>

EXHIBIT INDEX (continued)

<TABLE>
<CAPTION>
Exhibit
Number Description
------------ -------------------------------------------------------------------
<S> <C>
10.21 Amendment to Deferred Compensation Plan described in Exhibit 10.19
hereto (incorporated by reference to Exhibit 10(d) of Report on Form
10-K of South Carolina National Corporation for the year ended
December 31, 1988, File No. 0-7042).
10.22 Amendment to Deferred Compensation Plan described in Exhibit 10.19
hereto (incorporated by reference to Exhibit 10.35 of Report on Form
10-K of Wachovia Corporation for the year ended December 31, 1993,
File No. 1-9021).
10.23 Amended and Restated Wachovia Corporation Stock Plan.
10.24 Wachovia Corporation Director Deferred Stock Unit Plan (incorporated
by reference to Exhibit 10.37 of Report on Form 10-K of Wachovia
Corporation for the year ended December 31, 1996, File No. 1-9021).
10.25 Wachovia Corporation Executive Insurance Plan (incorporated by
reference to Exhibit 10.36 of Report on Form 10-K of Wachovia
Corporation for the year ended December 31, 1995, File No. 1-9021).
10.26 Executive Long-Term Disability Income Plan (incorporated by reference
to Exhibit 10.34 of Report on Form 10-K of Wachovia Corporation for
the year ended December 31, 1997, File No. 1-9021).
10.27 Deferred Compensation Plan of Wachovia Bank of North Carolina, N.A.
(incorporated by reference to Exhibit 10.1 of Report on Form 10-K of
Wachovia Corporation for the year ended December 31,1992, File No.
1-9021).
10.28 1983 Amendment to Deferred Compensation Plan described in Exhibit
10.27 hereto (incorporated by reference to Exhibit 10.2 of Report on
Form 10-K of Wachovia Corporation for the year ended December 31,
1992, File No. 1-9021).
10.29 1986 Amendment to Deferred Compensation Plan described in Exhibit
10.27 hereto (incorporated by reference to Exhibit 10.9 of Report on
Form 10-K of First Wachovia Corporation for the year ended December
31, 1986, File No. 1-9021).
10.30 Agreement between Wachovia Corporation and John G. Medlin, Jr.
(incorporated by reference to Exhibit 10.13 of Report on Form 10-Q of
Wachovia Corporation for the quarter ended June 30, 1998, File No.
1-9021).
10.31 Executive Retirement Agreement between Wachovia Corporation and John
G. Medlin, Jr. (incorporated by reference to Exhibit 10.18 of Report
on Form 10-K of First Wachovia Corporation for the year ended December
31, 1987, File No. 1-9021).
10.32 Amendment to Executive Retirement Agreement described in Exhibit 10.31
hereto (incorporated by reference to Exhibit 10.17 of Report on Form
10-K of Wachovia Corporation for the year ended December 31, 1991,
File No. 1-9021).
10.33 Amendment to Executive Retirement Agreement described in Exhibit 10.31
hereto (incorporated by reference to Exhibit 10.3 of Quarterly Report
on Form 10-Q of Wachovia Corporation for the quarter ended September
30, 1993, File No. 1-9021).
10.34 Amendment to Executive Retirement Agreement described in Exhibit 10.31
hereto (incorporated by reference to Exhibit 10.4 of Quarterly Report
on Form 10-Q of Wachovia Corporation for the quarter ended September
30, 1993, File No. 1-9021).
10.35 Split Dollar Life Insurance Agreement between Wachovia Corporation and
L.M. Baker, Jr. dated as of September 1, 2000.
10.36 Split Dollar Life Insurance Agreement between Wachovia Corporation and
Robert S. McCoy, Jr. dated as of September 1, 2000.
10.37 Split Dollar Life Insurance Agreement between Wachovia Corporation and
G. Joseph Prendergast dated as of September 1, 2000.
10.38 Split Dollar Life Insurance Agreement between Wachovia Corporation and
Mickey W. Dry dated as of September 1, 2000.
10.39 Form of Callable Split Dollar Life Insurance Agreement between
Wachovia Corporation and Executive Officers (other than Messrs. Baker,
McCoy, Prendergast and Dry).
10.40 Form of Non-Callable Split Dollar Life Insurance Agreement between
Wachovia Corporation and Executive Officers (other than Messrs. Baker,
McCoy, Prendergast and Dry).
11 "Computation of Earnings Per Common Share" (included on page 10
herein).
12 Statement setting forth computation of ratio of earnings to fixed
charges.
27 Financial Data Schedule (for SEC purposes only).
</TABLE>