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 March 31, 1994
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 (I.R.S. Employer
of 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.
168,596,903 shares of Common Stock, par value $3.33 1/3 per share,
were outstanding as of April 30, 1994.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
The following unaudited consolidated financial statements of First Union
Corporation (the "Corporation" or "FUNC") 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
CONSOLIDATED STATEMENTS OF CASH FLOWS
The Consolidated Balance Sheets of First Union Corporation and Subsidiaries
at March 31, 1994, March 31, 1993, and December 31, 1993, respectively, set
forth on page T-26 of the Corporation's First Quarter Financial Supplement
for the three months ended March 31, 1994, (the "Financial Supplement"),
are incorporated herein by reference.
The Consolidated Statements of Income of First Union Corporation and
Subsidiaries for the three months ended March 31, 1994 and 1993, set forth
on page T-27 of the Financial Supplement, are incorporated herein by reference.
The Consolidated Statements of Cash Flows of First Union Corporation and
Subsidiaries for the three months ended March 31, 1994 and 1993, set forth
on page T-28 of the Financial Supplement, are incorporated herein by
reference.
A copy of the Financial Supplement is being filed as Exhibit (19)
to this Report.
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FIRST UNION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1: Securities
The Corporation adopted Statement of Financial Accounting Standard No. 115,
"Accounting for Certain Investments in Debt and Equity Securities" at
January 1, 1994, which requires that debt and equity securities held:
(i) to maturity be classified as such and reported at amortized cost;
(ii) for current resale be classified as trading securities and reported at
fair value, with unrealized gains and losses included in current earnings;
and (iii) for any other purpose be classified as securities available for
sale and reported at fair value, with unrealized gains and losses excluded
from current earnings and reported as a separate component of stockholders'
equity. The adoption of Statement 115 had no impact on net income.
The following table summarizes the effect of this standard on
stockholders' equity:
January 1, March 31,
(In thousands) 1994 1994
Securities available for sale $139,443 (65,725)
Other assets (deferred income taxes) 46,016 23,899
Stockholders' equity
Unrealized gain (loss) on debt and equity securities $93,427 (41,826)
Note 2: Off-Balance Sheet Risk and Carrying Amounts and Fair Value of
Financial Instruments
Information related to off-balance sheet risk as of March 31, 1994 is included
in Table 20 through 22 of the Corporation's First Quarter Financial
Supplement on pages T-18 through T-21.
At March 31, 1994, the net fair value of the Corporation's recorded net
financial assets subject to valuation in accordance with Financial
Accounting Standard No. 107, "Disclosures about Fair Value of Financial
Instruments", decreased 11 percent from year-end 1993 as a result of a
decline in the net financial assets subject to such valuation and 10
percent as a result of an increase in interest rates from year-end 1993, which
reduced the fair value of the Corporation's securities and loan portfolios.
Information related to off-balance sheet risk and the impact of changes
in interest rates should be read in conjunction with the "Interest
Rate Risk Management" section of the Corporation's First Quarter Financial
Supplement.
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Management's Analysis of Operations appears on pages 2 through 18 and
T-1 through T-28 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 4. Submission of Matters to a Vote of Security Holders.
At the annual meeting of the stockholders of the Corporation held on
April 19, 1994, in addition to the election of the nine directors nominated to
serve as such and the ratification of the selection of KPMG Peat Marwick as
auditors of the Corporation, the following proposals were approved at the
meeting:
FOR AGAINST ABSTAIN
1. Proposal to approve the 127,888,671 2,591,952 1,379,096
Corporation's 1994 Employee
Stock Purchase Plan.
2. Proposal to approve certain 127,150,986 3,752,897 955,837
amendments to the
Corporation's 1992 Master
Stock Compensation Plan.
3. Porposal to approve certain 118,036,055 12,054,988 1,768,676
amendments to the
Corporation's Management
Incentive Plan.
4. Proposal to approve certain 117,801,499 12,516,016 1,542,204
amendments to the
Corporation's Long-Term
Cash Incentive Plan.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
Exhibit No. Description
(4) Instruments defining the rights of security
holders, including indentures.*
(12)(a) Computations of Consolidated Ratios
of Earnings to Fixed Charges.
(12)(b) Computations of Consolidated Ratios
of Earnings to Fixed Charges and
Preferred Stock Dividends.
(19) The Corporation's First Quarter Financial
Supplement.
(20) The Corporation's First Quarter Report to
Stockholders.**
(99) First Union Corporation of Virginia
Summarized Financial Information.
* The Corporation agrees to furnish to the Commission upon request, copies
of the instrument, including indentures, defining the rights of the holders
of the long-term debt of the Corporation and its consolidated subsidiaries.
** The First Quarter Report to Stockholders is furnished for the information of
the Commission only and is not to be deemed "filed" as part of this Form
10-Q.
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(b) Reports on Form 8-K.
During the quarter ended March 31, 1994, no Reports on Form
8-K were filed with the Commission by the Corporation.
SIGNATURES
Pursuant to the Requirements of the Securities and 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: May 16, 1994 By: /s/ James H. Hatch
James H. Hatch
Senior Vice President and
Corporate Controller
(Principal Accounting
Officer)
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EXHIBIT INDEX
Exhibit No. Description
(4) Instruments defining the rights of security holders, including
indentures.*
(12)(a) Computations of Consolidated Ratios of Earnings to Fixed Charges.
(12)(b) Computations of Consolidated Ratios of Earnings to Fixed
Charges and Preferred Stock Dividends.
(19) The Corporation's First Quarter Financial Supplement.
(20) The Corporation's First Quarter Report to Stockholders.**
(99) First Union Corporation of Virginia Summarized Financial
Information.
* The Corporation agrees to furnish to the Commission upon request,
copies of the instrument, including indentures, defining the rights
of the holders of the long-term debt of the Corporation and its
consolidated subsidiaries.
** The First Quarter Report to Stockholders is furnished for the information
of the Commission only and is not to be deemed "filed" as part of this
Form 10-Q.