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 June 30, 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 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.
171,934,511 shares of Common Stock, par value $3.33 1/3 per share, were
outstanding as of July 31, 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 June 30, 1994, June 30, 1993, and December 31, 1993, respectively, set forth
on page T-26 of the Corporation's Second Quarter Financial Supplement for the
three months ended June 30, 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 June 30, 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 June 30, 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 Standards 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, JUNE 30,
(IN THOUSANDS) 1994 1994
Securities available for sale....................................................................... $ 139,443 (198,633)
Other assets -- deferred income taxes (benefits).................................................... 46,016 (74,968)
Stockholders' equity
Unrealized gain (loss) on debt and equity securities.............................................. $ 93,427 (123,665)
NOTE 2: OFF-BALANCE SHEET RISK AND CARRYING AMOUNTS AND FAIR VALUE OF FINANCIAL
INSTRUMENTS
Information related to off-balance sheet risk as of June 30, 1994 is
included in Tables 20 through 22 of the Corporation's Second Quarter Financial
Supplement on pages T-18 through T-21.
At June 30, 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,"
increased 14 percent from year-end 1993 as a result of an increase in the net
financial assets subject to such valuation and decreased 17 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 Second Quarter Financial Supplement.
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PART II. OTHER INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Management's Analysis of Operations appears on pages 2 through 20 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.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Information relating to certain proposals voted on at the annual meeting of
the stockholders of the Corporation held on April 19, 1994, is set forth under
Item 4 in the Corporation's First Quarter 1994 Form 10-Q and incorporated herein
by reference.
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 Second Quarter Financial Supplement.
(20) The Corporation's Second Quarter Report to Stockholders.**
(99)(a) First Union Corporation of Virginia and Subsidiaries Summarized Financial Information.
(99)(b) First Union Corporation and Subsidiaries 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 Second 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.
(b) Reports on Form 8-K.
During the quarter ended June 30, 1994, no Reports on Form 8-K were filed
with the Commission by the Corporation.
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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: August 15, 1994
/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 Second Quarter Financial Supplement.
(20) The Corporation's Second Quarter Report to Stockholders.**
(99)(a) First Union Corporation of Virginia and Subsidiaries Summarized Financial Information.
(99)(b) First Union Corporation and Subsidiaries 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 Second 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.