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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(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
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-10000
FIRST UNION CORPORATION
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 56-0898180
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
FIRST UNION CORPORATION
ONE FIRST UNION CENTER
CHARLOTTE, NORTH CAROLINA 28288-0013
(Address of principal executive offices)
(Zip Code)
(704) 374-6565
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year,
if changed since last report)
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. Yes X No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
979,607,385 shares of Common Stock, par value $3.33 1/3 per share, were
outstanding as of October 31, 2000.
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First Union Corporation (the "Corporation" or "FUNC") may from time to time
make written or oral "forward-looking statements", including statements
contained in the Corporation's filings with the Securities and Exchange
Commission (including this Quarterly Report on Form 10-Q and the Exhibits hereto
and thereto), in its reports to stockholders and in other communications by the
Corporation, which are made in good faith by the Corporation pursuant to the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995.
These forward-looking statements include, among others, statements with
respect to the Corporation's beliefs, plans, objectives, goals, guidelines,
expectations, anticipations, estimates and intentions that are subject to
significant risks and uncertainties and are subject to change based on various
factors (many of which are beyond the Corporation's control). The words "may",
"could", "should", "would", "believe", "anticipate", "estimate", "expect",
"intend", "plan" and similar expressions are intended to identify
forward-looking statements. The following factors, among others, could cause the
Corporation's financial performance to differ materially from that expressed in
such forward-looking statements: the strength of the United States economy in
general and the strength of the local economies in which the Corporation
conducts operations may be different than expected resulting in, among other
things, a deterioration in credit quality or a reduced demand for credit; the
effects of, and changes in, trade, monetary and fiscal policies and laws,
including interest rate policies of the Board of Governors of the Federal
Reserve System; inflation, interest rate, market and monetary fluctuations; the
timely development of competitive new products and services of the Corporation
and the acceptance of these products and services by new and existing customers;
the willingness of customers to substitute competitors' products and services
for the Corporation's products and services and vice versa; the impact of
changes in financial services' laws and regulations (including laws concerning
taxes, banking, securities and insurance); technological changes; the effect of
corporate restructuring, acquisitions and/or dispositions, including, without
limitation, restructuring and other charges relating thereto and the failure to
achieve the expected revenue growth and/or expense savings from such corporate
restructuring, acquisitions and/or dispositions; the growth and profitability of
the Corporation's noninterest or fee income being less than expected;
unanticipated regulatory or judicial proceedings; changes in consumer spending
and saving habits; and the success of the Corporation at managing the risks
involved in the foregoing.
The Corporation cautions that the foregoing list of important factors is
not exclusive. The Corporation does not undertake to update any forward-looking
statement, whether written or oral, that may be made from time to time by or on
behalf of the Corporation.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
The following unaudited consolidated financial statements of the
Corporation within Item 1 include, in the opinion of management, all adjustments
(consisting only of normal recurring adjustments) necessary for fair
presentation of such consolidated financial statements for the periods
indicated.
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FIRST UNION CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
CONSOLIDATED STATEMENTS OF CASH FLOWS
The Consolidated Balance Sheets of the Corporation and subsidiaries at
September 30, 2000, September 30, 1999 and December 31, 1999, respectively, set
forth on page T-30 of the Corporation's Third Quarter Financial Supplement for
the nine months ended September 30, 2000 (the "Financial Supplement"), are
incorporated herein by reference.
The Consolidated Statements of Income (Loss) of the Corporation and
subsidiaries for the three and nine months ended September 30, 2000 and 1999,
set forth on pages T-31 and T-32 of the Financial Supplement, are incorporated
herein by reference.
The Consolidated Statements of Cash Flows of the Corporation and
subsidiaries for the nine months ended September 30, 2000 and 1999, set forth on
page T-33 of the Financial Supplement, are incorporated herein by reference.
A copy of the Financial Supplement is being filed as Exhibit (19) to this
Report.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Management's Discussion and Analysis of Financial Condition and Results of
Operations appears on pages 2 through 21 and T-1 through T-33 of the Financial
Supplement and is incorporated herein by reference.
A copy of the Financial Supplement is being filed as Exhibit (19) to this
Report.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Quantitative and Qualitative Disclosures About Market Risk appears on pages
17 through 20 and T-22 through T-26 of the Financial Supplement and is
incorporated herein by reference.
A copy of the Financial Supplement is being filed as Exhibit (19) to this
Report.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Corporation and certain subsidiaries have been named as defendants in
various legal actions arising from their normal business activities, in which
damages in various amounts are claimed. Although the amount of any ultimate
liability with respect to these matters cannot be determined, in the opinion of
management, any such liability will not have a material adverse effect on the
Corporation's financial condition.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
In 1999, in connection with its stock repurchase program, the Corporation
sold 17 million shares of its common stock to an investment banking firm. In
connection therewith, the Corporation agreed to repurchase the 17 million shares
or otherwise settle the contract, at the Corporation's option. At September 30,
2000, the Corporation had not elected to repurchase those shares. The offer and
sale of the shares of common stock by the Corporation were exempt from
registration under the Securities Act of 1933, as amended, pursuant to Section
4(2) thereof because such offer and sale did not involve a public offering.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
EXHIBIT NO. DESCRIPTION
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(4) Instruments defining the rights of security holders, including
indentures.*
(10) Executive Special Retirement Agreement.
(12) Computations of Consolidated Ratios of Earnings to Fixed Charges.
(19) The Corporation's Third Quarter 2000 Financial Supplement.
(27) The Corporation's Financial Data Schedule.**
(99) Business segments for each of the ten quarters ended June 30, 2000.
* The Corporation agrees to furnish to the Commission upon request, copies of
the instruments, including indentures, defining the rights of the holders of the
long-term debt of the Corporation and its consolidated subsidiaries.
** Filing by Electronic Data Gathering, Analysis and Retrieval System only.
(b) Reports on Form 8-K.
During the quarter ended September 30, 2000, a Current Report on Form 8-K,
dated July 7, 2000, was filed with the Commission by the Corporation.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FIRST UNION CORPORATION
Date: November 13, 2000
By: /s/ JAMES H. HATCH
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James H. Hatch
Senior Vice President and Corporate Controller
(Principal Accounting Officer)
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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(4) Instruments defining the rights of security holders, including
indentures.*
(10) Executive Special Retirement Agreement.
(12) Computations of Consolidated Ratios of Earnings to Fixed Charges.
(19) The Corporation's Third Quarter 2000 Financial Supplement.
(27) The Corporation's Financial Data Schedule.**
(99) Business segments for each of the ten quarters ended June 30, 2000.
* The Corporation agrees to furnish to the Commission upon request, copies of
the instruments, including indentures, defining the rights of the holders of the
long-term debt of the Corporation and its consolidated subsidiaries.
** Filing by Electronic Data Gathering, Analysis and Retrieval System only.