FIRST UNION CORPORATION AND SUBSIDIARIES First Quarter Financial Supplement Three Months Ended March 31, 1995 FIRST UNION CORPORATION AND SUBSIDIARIES FIRST QUARTER FINANCIAL SUPPLEMENT THREE MONTHS ENDED MARCH 31, 1995 (Unaudited) TABLE OF CONTENTS Page Selected Financial Data . . . . . . . . . . . . . . . . . 1 Management's Analysis of Operations . . . . . . . . . . . 2 Consolidated Summaries of Income and Per Share Data . . . T-1 Noninterest Income . . . . . . . . . . . . . . . . . . . T-2 Noninterest Expense . . . . . . . . . . . . . . . . . . . T-2 Internal Capital Growth and Dividend Payout Ratios . . . T-3 Selected Quarterly Data . . . . . . . . . . . . . . . . . T-4 Growth through Acquisitions . . . . . . . . . . . . . . . T-5 Securities Available for Sale . . . . . . . . . . . . . . T-6 Investment Securities . . . . . . . . . . . . . . . . . . T-7 Loans . . . . . . . . . . . . . . . . . . . . . . . . . . T-8 Allowance for Loan Losses and Nonperforming Assets . . . T-9 Intangible Assets . . . . . . . . . . . . . . . . . . . . T-10 Allowance for Foreclosed Properties . . . . . . . . . . . T-10 Deposits . . . . . . . . . . . . . . . . . . . . . . . . T-11 Time Deposits in Amounts of $100,000 or More . . . . . . T-11 Long-Term Debt . . . . . . . . . . . . . . . . . . . . . T-12 Changes in Stockholders' Equity . . . . . . . . . . . . . T-13 Capital Ratios . . . . . . . . . . . . . . . . . . . . . T-14 Interest Rate Gap . . . . . . . . . . . . . . . . . . . . T-15 Off-Balance Sheet Derivative Financial Instruments . . . T-16 Off-Balance Sheet Derivatives-Expected Maturities . . . . T-18 Off-Balance Sheet Derivatives Activity . . . . . . . . . T-18 Net Interest Income Summaries Five Quarters Ended March 31, 1995 . . . . . . . . . . T-19 Year-to-date December 31, 1994; September 30, and June 30, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . T-21 Consolidated Balance Sheets Five Quarters Ended March 31, 1995 . . . . . . . . . . T-23 Consolidated Statements of Income . . . . . . . . . . . . T-24 Consolidated Statements of Cash Flows . . . . . . . . . . T-25 SELECTED FINANCIAL DATA Three Months Ended March 31, Per Common Share Data 1995 1994 Net income applicable to common stockholders . . $ 1.32 1.27 Cash dividends . . . . . . . . . . . . . . . . . . .46 .40 Book value . . . . . . . . . . . . . . . . . . . . 31.91 29.46 Quarter-end price . . . . . . . . . . . . . . . .$43.375 41.625 Financial Ratios Return on average assets (a)(b) . . . . . . . . . . 1.24% 1.28 Return on average common stockholders' equity (a)(c) 16.71 17.54 Net interest margin(a) . . . . . . . . . . . . . . 4.57 4.79 Net charge-offs to average loans, net (a) . . . . . .31 .27 Allowance for loan losses to: Loans, net . . . . . . . . . . . . . . . . . . 1.74 2.17 Nonaccrual and restructured loans . . . . . . 224 168 Nonperforming assets . . . . . . . . . . . . 168 127 Nonperforming assets to loans, net and foreclosed properties . . . . . . . . . . . . 1.03 1.70 Stockholders' equity to assets . . . . . . . . . 7.05 7.30 Tier 1 capital to risk-weighted assets . . . . . 7.53 9.36 Dividend payout ratio on common shares . . . . . 34.85% 31.50 (a) Annualized. (b) Based on net income. (c) Based on net income applicable to common stockholders and average common stockholders' equity excluding average net unrealized gains and losses on debt and equity securities. 1 MANAGEMENT'S ANALYSIS OF OPERATIONS Earnings Highlights First Union's net income applicable to common stockholders increased to $230 million, or $1.32 per common share, in the first quarter of 1995. This compared with $217 million, or $1.27, in the first quarter of 1994 and $225 million, or $1.28, in the fourth quarter of 1994. First Union's first quarter 1995 return on average common stockholders' equity was 16.71 percent and return on average assets was 1.24 percent. This first quarter 1995 performance reflected: (Diamond) 3 percent growth in loans, up $1.7 billion since year-end 1994; (Diamond) 3 percent decrease in expenses from the fourth quarter of 1994; and (Diamond) 13 percent growth in capital management income and 13 percent growth in mortgage banking income from the fourth quarter of 1994. Net loans at March 31, 1995, were $55.8 billion. Nonperforming assets were $577 million at March 31, 1995, compared with $558 million at year-end 1994. They remained stable at 1.03 percent of net loans and foreclosed properties. Annualized net charge-offs also remained low at .31 percent of average net loans. Domestic banking operations, including trust operations, located in North and South Carolina, Georgia, Florida, Maryland, Tennessee, Virginia and Washington, D.C., and mortgage banking operations are our principal sources of revenues. Foreign banking operations are immaterial. The Net Interest Income section provides information about lost interest income related to nonaccrual and restructured loans and the Asset Quality section includes information about the loan loss provision. Outlook We were pleased with our first quarter 1995 financial performance and with the steps we have taken to maintain our earnings momentum. In subsequent quarters of 1995, we expect to continue making discretionary investments to expand the capacity of our fundamental businesses and to develop new areas for growth. On April 1, 1995, we completed the purchase accounting acquisitions of Ameribanc Investors Group, parent of American Savings Bank, FSB, in Virginia and First Florida Savings Bank, FSB. Consummation of the purchase accounting acquisition of Coral Gables Fedcorp, Inc., is expected June 1, 1995, and of United Financial Corporation of South Carolina Inc., American Savings of Florida, FSB, and Columbia First Bank, FSB, in Virginia in the second half of 1995. At March 31, 1995, the foregoing bank acquisitions had combined assets, net loans and deposits of $11.0 billion, $7.7 billion and $7.4 billion, respectively. We expect these acquisitions will have a minor impact on 1995 earnings and will be positive to earnings within 12 months of consummation. We continue to be alert to opportunities to enhance stockholder value through acquisitions. We are evaluating acquisition opportunities, and teams of experienced 2 bankers from all areas of the corporation frequently conduct due diligence activities in connection with possible acquisitions. As a result, acquisition discussions and in some cases negotiations frequently take place, and future acquisitions involving cash, debt or equity securities may be expected. Acquisitions typically involve the payment of a premium over book and market values. Some dilution of First Union's book value and temporary dilution of net income per common share may occur in connection with some future acquisitions. The Accounting and Regulatory Matters section provides information about various other legislative, accounting and regulatory matters that have recently been adopted or proposed. Net Interest Income Tax-equivalent net interest income increased from the first quarter of 1994 and remained flat compared with the fourth quarter of 1994. Tax-equivalent net interest income in the first quarter of 1995 reflected changes in the deposit mix and the seasonal influence on noninterest-bearing deposits, and also included amortized premiums related to the purchase of futures contracts to hedge against rising interest rates in the second half of 1995. In subsequent quarters of 1995, we are optimistic that growth in loans and the repricing of credit card and other variable rate assets will increase tax-equivalent net interest income. Nonperforming loans reduced interest income because the contribution from these loans is eliminated or sharply reduced. In the first quarter of 1995, $12 million in gross interest income would have been recorded if all nonaccrual and restructured loans had been current in accordance with their original terms and had been outstanding throughout the period, or since origination if held for part of the period. The amount of interest income related to these assets and included in income in the first quarter of 1995 was $1 million. Net Interest Margin The net interest margin, which is the difference between the tax-equivalent yield on earning assets and the rate paid on funds to support those assets, was 4.57 percent in the first quarter of 1995, compared with 4.79 percent in the first quarter of 1994. An increase in deposit repricing and a lag in loan repricing were factors in the margin decline. It should be noted that the margin is not our primary management focus or goal. Our goal is to continue increasing net interest income. The average rate earned on earning assets was 8.44 percent in the first quarter of 1995, compared with 7.59 percent in the first quarter of 1994. The average rate paid on interest-bearing liabilities was 4.48 percent in the first quarter of 1995 and 3.29 percent in the first quarter of 1994. We use securities and off-balance sheet transactions to manage interest rate sensitivity. More information on these transactions is included in the Interest Rate Risk Management section. Noninterest Income Growth in noninterest income since the first quarter of 1994 came primarily from increased capital management and mortgage banking income. Capital management income, including personal and corporate trust, brokerage, and asset management 3 income, increased 32 percent, to a record $67 million. There were declines in noncore sources of noninterest income, including security gain income. Trading Activities Trading activities are undertaken to satisfy customers' risk management and investment needs and for the corporation's own account. All trading activities are conducted within risk limits established by the corporation's Funds Management Committee, and all trading positions are marked to market daily. Trading activities include fixed income securities, money market instruments, foreign exchange, options, futures, forward rate agreements and swaps. At March 31, 1995, trading account assets were $1.5 billion, compared with $1.2 billion at year-end 1994. Noninterest Expense Noninterest expense increased in the first quarter of 1995, compared with the first quarter of 1994, largely reflecting growth in personnel, advertising and other expenses related to card products, financial planning and capital markets initiatives undertaken to improve prospects for revenue growth, as well as expenses related to acquisitions. Noninterest expense declined 3 percent compared with the fourth quarter of 1994, which included reductions in professional fees and other sundry expenses. Costs related to environmental matters were not material. Securities Available For Sale Securities available for sale are used as a part of the corporation's interest rate risk management strategy and may be sold in response to changes in interest rates, changes in prepayment risk, liquidity needs, the need to increase regulatory capital ratios and other factors. During the first quarter of 1995, our portfolio strategy was designed to protect net interest income from the potential negative impact of projected rising short-term interest rates during the year. We also allowed securities to mature without material reinvestment to avoid material exposure to interest rate movements. At March 31, 1995, we had securities available for sale with a market value of $7.3 billion, compared with a market value of $7.8 billion at year-end 1994. The market value of securities available for sale was $123 million below amortized cost at the end of the first quarter of 1995. As a result, a $97 million after-tax unrealized loss was recorded as a reduction of stockholders' equity at March 31, 1995. Table 7 provides information related to unrealized gains and losses and realized gains and losses on these securities. The average rate earned on securities available for sale in the first quarter of 1995 was 6.33 percent, compared with 5.23 percent in the first quarter of 1994. The average maturity of the portfolio was 3.65 years at March 31, 1995. Investment Securities First Union's investment securities amounted to $3.6 billion at March 31, 1995, compared with $3.7 billion at year-end 1994. 4 The average rate earned on investment securities in the first quarter of 1995 was 8.80 percent, compared with 9.04 percent in the first quarter of 1994. The average maturity of the portfolio was 5.94 years at March 31, 1995. Table 8 provides information related to unrealized gains and losses and realized gains and losses on these securities. Loans Our lending strategy stresses quality growth, diversified by product, geography and industry. A common credit underwriting structure is in place throughout the company, and a special real estate credit group reviews large commercial real estate loans before approval. Consistent with our long-time standard, we generally look for two repayment sources for commercial real estate loans: cash flows from the project and other resources of the borrower. Our commercial lenders focus principally on middle-market companies. A majority of our commercial loans are for less than $10 million. Our consumer lenders emphasize credit judgments that focus on a customer's debt obligations, ability and willingness to repay, and general economic trends. Net loans at March 31, 1995, were $55.8 billion, compared with $54.0 billion at year-end 1994. This increase was led by 6 percent loan growth in North Carolina. Consumer loan growth largely reflected strength in direct lending and credit cards. The loan portfolio at March 31, 1995, was composed of 47 percent in commercial loans and 53 percent in consumer loans. The portfolio mix did not change significantly from year-end 1994. At March 31, 1995, unused loan commitments related to commercial and consumer loans were $15.6 billion and $11.6 billion, respectively. Commercial and standby letters of credit were $2.2 billion. At March 31, 1995, loan participations sold to other lenders amounted to $1.0 billion and were recorded as a reduction of gross loans. The average rate earned on loans in the first quarter of 1995 was 8.90 percent, compared with 8.29 percent in the first quarter of 1994. The average prime rate in the first quarter of 1995 was 8.83 percent, compared with 6.02 percent in the first quarter of 1994. Factors affecting rates between the first quarter of 1994 and the first quarter of 1995 included: rapid increases in the prime rate throughout the year; an increased portion of the loan portfolio tied to rate indices other than the prime rate; a larger portfolio of fixed and adjustable rate mortgages; and a rapidly growing credit card portfolio, which reflected recent solicitations with introductory rates that will reprice throughout 1995. The Asset Quality section provides information about geographic exposure in the loan portfolio. Commercial Real Estate Loans Commercial real estate loans amounted to 13 percent of the total portfolio at March 31, 1995, and at December 31, 1994. This portfolio included commercial real estate mortgage loans of $5.7 billion at March 31, 1995, and $5.4 billion at December 31, 1994. 5 Highly Leveraged Transactions An HLT loan generally is defined as a loan amounting to more than $20 million involving a buyout, acquisition or recapitalization of an existing business, in which the loan substantially increases a company's debt to equity ratio. At March 31, 1995, outstanding HLT loans amounted to $1.2 billion, compared with $971 million at December 31, 1994. Asset Quality Nonperforming Assets At March 31, 1995, nonperforming assets were $577 million, or 1.03 percent of net loans and foreclosed properties, compared with $558 million, or 1.03 percent, at December 31, 1994. Segregated assets, which are not included in nonperforming assets and which relate to the acquisition of Southeast Banks in 1991, were $178 million at March 31, 1995, or $156 million net of a $22 million allowance for losses on segregated assets. This compared with $187 million, or $165 million net of a $22 million allowance, at December 31, 1994. Under a loss-sharing arrangement, the FDIC reimburses First Union for 85 percent of any losses associated with the acquired Southeast Banks commercial and consumer loan portfolio, except revolving consumer credit, for which reimbursement declines five percent per year to 65 percent by 1996. Segregated assets are included in other assets. Loans or properties of less than $5 million each made up 79 percent, or $458 million, of nonperforming assets at March 31, 1995. Of the rest: (Diamond) Six loans or properties between $5 million and $10 million each accounted for $41 million; and (Diamond) Three loans or properties over $10 million each accounted for $78 million. Sixty-five percent of nonperforming assets were collateralized by real estate at March 31, 1995, compared with 72 percent at year-end 1994. Past Due Loans In addition to these nonperforming assets, at March 31, 1995, accruing loans 90 days past due were $206 million, compared with $140 million at December 31, 1994. Of these, $20 million were related to commercial and commercial real estate loans, compared with $27 million at December 31, 1994. Net Charge-offs Annualized net charge-offs as a percentage of average net loans were .31 percent in the first quarter of 1995, compared with .40 percent in the fourth quarter of 1994 and .27 percent in the first quarter of 1994. We expect annualized net charge-offs to increase moderately throughout 1995 as the credit card portfolios mature. Table 10 provides information on net charge-offs by category. Provision And Allowance For Loan Losses The loan loss provision was $32 million in the first quarter of 1995, compared with $25 million in the first quarter of 1994. The increase in the loan loss provision was based primarily on current economic conditions, on the maturity and level of nonperforming assets, and on projected levels of charge-offs. 6 We establish reserves based upon various other factors, including the results of quantitative analyses of the quality of commercial loans and commercial real estate loans. Reserves for commercial and commercial real estate loans are based principally on loan grades, historical loss rates, borrowers' creditworthiness, underlying cash flows from the project and from borrowers, and analysis of other less quantifiable factors that might influence the portfolio. Reserves for consumer loans are based principally on delinquencies and historical loss rates. We analyze all loans in excess of $500,000 that are being monitored as potential credit problems to determine whether supplemental, specific reserves are necessary. Since December 31, 1994, the loan loss allowance as a percentage of net loans, nonaccrual and restructured loans, and nonperforming assets has declined, as indicated in Table 10. At March 31, 1995, impaired loans amounted to $330 million. Included in the allowance for loan losses is $15 million related to $230 million of impaired loans. The rest of the impaired loans are recorded at or below fair value. Geographic Exposure The loan portfolio in the South Atlantic region of the United States is spread primarily across 61 metropolitan statistical areas with diverse economies. Washington, D.C.; Charlotte, North Carolina; Atlanta, Georgia; and Miami, Jacksonville, West Palm Beach and Tampa, Florida, are our largest markets, but no individual metropolitan market contains more than 8 percent of the commercial loan portfolio. Substantially all of the $7.5 billion commercial real estate portfolio at March 31, 1995, was located in our banking region. Liquidity and Funding Sources Liquidity planning and management are necessary to ensure we maintain the ability to fund operations cost- effectively and to meet current and future obligations. In this process, we focus on both assets and liabilities and the manner in which they combine to provide adequate liquidity to meet the corporation's needs. Funding sources primarily include customer-based core deposits but also include purchased funds and cash flows from operations. First Union is one of the nation's largest core deposit-funded banking institutions. Our large consumer deposit base, which is spread across the economically strong South Atlantic region, creates considerable funding diversity and stability. Further, recently acquired bank and thrift deposits have enhanced liquidity. Asset liquidity is maintained through maturity management and our ability to liquidate assets, primarily assets held for sale. Another significant source of asset liquidity is the potential to securitize assets such as credit card receivables and auto, home equity and mortgage loans. Off-balance sheet sources of liquidity exist as well, such as a mortgage servicing portfolio for which the estimated fair value exceeded book value by $203 million at March 31, 1995. Core Deposits Core deposits were $52.3 billion at March 31, 1995, compared with $53.2 billion at December 31, 1994. Core deposits include savings, negotiable order of withdrawal 7 (NOW), money market and noninterest-bearing accounts, and other consumer time deposits. In the first quarter of 1995 and the first quarter of 1994, average noninterest-bearing deposits were 19 percent and 20 percent, respectively, of average core deposits. The Net Interest Income Summaries provide additional information about average core deposits. The portion of core deposits in higher-rate, other consumer time deposits was 36 percent at March 31, 1995, and 35 percent at year-end 1994. Other consumer time and other noncore deposits usually pay higher rates than savings and transaction accounts, but they generally are not available for immediate withdrawal and are less expensive to process. Average core deposit balances in the first quarter of 1995 increased $2.4 billion from the first quarter of 1994. Average balances in savings and NOW and other consumer time deposits were higher when compared with the previous year, while money market and noninterest bearing deposits were lower. Deposits were primarily affected by our 1994 acquisitions and can also be affected by branch closings or consolidations, seasonal factors and the rates being offered for deposits compared to other investment opportunities. Purchased Funds Purchased funds at March 31, 1995, were $14.1 billion, compared with $13.3 billion at year-end 1994. Purchased funds are acquired primarily through (i) our large branch network, consisting principally of $100,000 and over certificates of deposit, public funds and treasury deposits, and (ii) national market sources, consisting of relatively short-term funding sources such as federal funds, securities sold under repurchase agreements, eurodollar time deposits and commercial paper, and longer-term funding sources such as bank notes and corporate notes. Average purchased funds in the first quarter of 1995 were $14.9 billion, an increase of 36 percent from $10.9 billion in the first quarter of 1994, primarily as a result of our 1994 acquisitions. Cash Flows Net cash provided from operations primarily results from net income adjusted for the following noncash accounting items: the provisions for loan losses and foreclosed properties; and depreciation and amortization. These items amounted to $127 million in the first quarter of 1995, compared with $106 million in the first quarter of 1994. This cash was available during the first quarter of 1995 to increase earning assets, to reduce borrowings by $40 million and to pay dividends of $87 million. Long-Term Debt Long-term debt was 69 percent of total stockholders' equity at March 31, 1995, compared with 64 percent at December 31, 1994. In the first quarter of 1995, we issued $300 million of three-year floating rate notes. On April 26, 1995, we issued $250 million of 40-year, 7-1/2 percent subordinated debentures, which can be redeemed in whole or in part at the option of the holders in 2005. Proceeds from these debt issues will be used for general corporate purposes. 8 Under a shelf registration statement filed with the Securities and Exchange Commission, we currently have available for issuance $450 million of senior or subordinated debt securities. The sale of any additional debt securities will depend on future market conditions, funding needs and other factors. Debt Obligations We have a $350 million, three-year committed back-up line of credit that expires in June 1997. This credit facility contains financial covenants that require First Union to maintain a minimum level of tangible net worth, restrict double leverage ratios and require capital levels at subsidiary banks to meet regulatory standards. First Union is currently in compliance with these requirements and has not used this line of credit. In 1995, $267 million of long-term debt will mature. Maturing in 1996 is $503 million, which includes notes related to the Southeast Banks acquisition payable to the FDIC of $101 million at March 31, 1995. We expect the notes payable to the FDIC to decrease over the remaining period ending in September 1996 through cash flows generated by the acquired loans, the sale of the Southeast Banks segregated assets and FDIC reimbursements. Stockholders' Equity At March 31, 1995, common stockholders' equity was $5.49 billion, compared with $5.40 billion at December 31, 1994. Since year-end 1994, we have paid $284 million for the purchase in the open market of 6.5 million shares of First Union common stock related to the pending acquisitions of American Savings of Florida, United Financial and Columbia First. These shares have been retired. In addition, in April 1995, the board of directors renewed its authorization for the purchase from time to time of up to 15 million additional shares of common stock. As of May 5, 1995, 13.9 million shares can be purchased pursuant to such authorization. On March 31, 1995, we redeemed all of the 6.3 million outstanding shares of Series 1990 cumulative perpetual adjustable rate preferred stock at a redemption price of $51.50 per share. In 1995 and beyond, the preferred stock redemption is expected to have a positive impact on earnings of approximately 7 to 10 cents per share, based on the current number of common shares outstanding. We recorded a redemption premium in the fourth quarter of 1994, representing the difference between the $44.96 book value of the preferred issue and the $51.50 redemption price. The redemption premium reduced fourth quarter and full year 1994 earnings per share applicable to common stockholders by 24 cents. We paid $87 million in dividends to preferred and common stockholders in the first quarter of 1995. At March 31, 1995, stockholders' equity included a $97 million unrealized after-tax loss related to debt and equity securities. The Securities Available for Sale section provides additional information about debt and equity securities. Subsidiary Dividends Our banking subsidiaries are the largest source of parent company dividends. Capital requirements established by regulators limit dividends that these and certain other of 9 our subsidiaries can pay. The Office of the Comptroller of the Currency (OCC) generally limits a national bank's dividends in two principal ways: first, dividends cannot exceed the bank's undivided profits, less statutory bad debt in excess of a bank's allowance for loan losses; and second, in any year dividends may not exceed a bank's net profits for that year, plus its retained earnings from the preceding two years, less any required transfers to surplus. Under these and other limitations, our subsidiaries had $301 million available for dividends at March 31, 1995. Our subsidiaries paid $188 million in dividends to the corporation in the first quarter of 1995. Risk-Based Capital The minimum requirement for the ratio of total capital to risk-weighted assets (including certain off-balance-sheet financial instruments, such as standby letters of credit and interest rate swaps) is currently 8 percent. At least half of the total capital is to be composed of common equity, retained earnings and a limited amount of qualifying preferred stock, less certain intangible assets (tier 1 capital). The rest may consist of a limited amount of subordinated debt, nonqualifying preferred stock and a limited amount of the loan loss allowance (together with tier 1 capital, total capital). At March 31, 1995, the corporation's tier 1 and total capital ratios were 7.53 percent and 12.59 percent, respectively. In addition, the Federal Reserve Board has established minimum leverage ratio requirements for bank holding companies. These requirements provide for a minimum leverage ratio of tier 1 capital to adjusted average quarterly assets equal to 3 percent for bank holding companies that meet specified criteria, including having the highest regulatory rating. All other bank holding companies will generally be required to maintain a leverage ratio of at least 4 to 5 percent. The corporation's leverage ratio at March 31, 1995, was 6.02 percent. The requirements also provide that bank holding companies experiencing internal growth or making acquisitions will be expected to maintain strong capital positions substantially above the minimum supervisory levels without significant reliance on intangible assets. The Federal Reserve Board also has indicated it will continue to consider a tangible tier 1 leverage ratio (deducting all intangibles) in evaluating proposals for expansion or new activity. The Federal Reserve Board has not advised us of any specific minimum leverage ratio applicable to us. Each subsidiary bank is subject to similar capital requirements adopted by the OCC. Each subsidiary bank listed in Table 17 had a leverage ratio in excess of 5.74 percent at March 31, 1995. None of our subsidiary banks has been advised of any specific minimum capital ratios applicable to it. The regulatory agencies also have adopted regulations establishing capital tiers for banks. Banks in the highest capital tier, or "well capitalized," must have a leverage ratio of 5 percent, a tier 1 capital ratio of 6 percent and a total capital ratio of 10 percent. At March 31, 1995, the subsidiary banks listed in Table 17 met the capital and leverage ratio requirements for "well capitalized" banks. We expect to maintain these banks' ratios at the required levels by the retention of earnings and, if necessary, the issuance of additional capital. 10 Failure to meet certain capital ratio or leverage ratio requirements could subject a bank to a variety of enforcement remedies, including termination of deposit insurance by the FDIC. The Accounting and Regulatory Matters section provides more information about proposed changes in risk-based capital standards. Interest Rate Risk Management Managing interest rate risk is fundamental to banking. Banking institutions manage the inherently different maturity and repricing characteristics of the lending and deposit-taking lines of business to achieve a desired interest rate sensitivity position and to limit exposure to interest rate risk. The inherent maturity and repricing characteristics of our lending and deposit activities create a naturally asset-sensitive structure. By using a combination of on- and off-balance sheet financial instruments, we manage the sensitivity of earnings to changes in interest rates within our established policy guidelines. The Financial Management Committee of the corporation's board of directors reviews overall interest rate risk management activity. The corporation's Funds Management Committee, which includes the corporation's chief executive officer and president, and senior executives from our Capital Markets Group, credit and finance areas, oversees the interest rate risk management process and approves policy guidelines. Balance sheet management personnel monitor the day-to-day exposure to changes in interest rates in response to loan and deposit flows and make adjustments within established policy guidelines. We measure interest rate sensitivity by estimating the amount of earnings per share at risk based on the modeling of future changes in interest rates. Our model captures all assets and liabilities and off-balance sheet financial instruments, and combines various assumptions affecting rate sensitivity and changes in balance sheet mix into an earnings outlook that incorporates our view of the interest rate environment most likely over the next 24 months. Balance sheet management and finance personnel review and update continuously the underlying assumptions included in the earnings simulation model. The results of the model are reviewed by the Funds Management Committee. The model is updated at least monthly and more often as appropriate. Our interest rate sensitivity analysis is based on multiple interest rate scenarios, projected changes in growth in balance sheet categories and other assumptions. Changes in management's outlook related to interest rates and their effect on our balance sheet mix of assets and liabilities and other market factors may cause actual results to differ from our current simulated outlook. We believe our earnings simulation model is a more relevant depiction of interest rate risk than traditional gap tables because it captures multiple effects excluded in less sophisticated presentations, and it includes significant variables that we identify as being affected by interest rates. For example, our model captures rate of change differentials, such as federal funds rates versus savings account rates; maturity effects, such as calls on securities; and rate barrier effects, such as caps and floors on loans. It also captures changing balance sheet levels, such as commercial and consumer loans, both floating and fixed rate, noninterest-bearing deposits and investment securities. In addition, it considers leads and lags that occur in long-term rates as short-term rates move away from current levels; the elasticity in the repricing characteristics of savings and money market deposits; and the effects of prepayment volatility on various fixed 11 rate assets such as residential mortgages, mortgage-backed securities and consumer loans. These and certain other effects are evaluated in developing the scenarios from which sensitivity of earnings to changes in interest rates is determined. We use three standard scenarios in analyzing interest rate sensitivity for policy measurement. The base-line scenario is our estimated most likely path for future short-term interest rates over the next 24 months. The base-line scenario currently assumes that federal funds rates rise through 1995 and fall modestly in 1996. The "high rate" and "low rate" scenarios assume 100 basis point shifts from the base- line scenario in the federal funds rate by the fourth succeeding month and that rates remain 100 basis points higher or lower through the rest of the 24-month period. Our estimate in April 1995 of the most likely path for future short-term interest rates was that the federal funds rate would increase to 6.98 percent by March 1996, followed by a gradual decline to 6.50 percent by February 1997. We determine interest rate sensitivity by the change in earnings per share between the three scenarios over a 12- month policy measurement period. The earnings per share as calculated by the earnings simulation model under the base-line scenario becomes the standard. The measurement of interest rate sensitivity is the percentage change in earnings per share calculated by the model under high rate versus base-line and under low rate versus base- line. The policy measurement period begins with the fourth month forward and ends with the 15th month (i.e., the 12-month period.) Our policy limit for the maximum negative impact on earnings per share resulting from either the high rate or low rate scenario is 5 percent. Based on the April 1995 outlook, if interest rates were to rise to follow the high rate scenario, which means a full 100 basis point increase over the base-line (already a rising rate scenario), then earnings during the policy measurement period would be negatively affected by 1.5 percent. In addition to the three standard scenarios used to analyze rate sensitivity over the policy measurement period, we also analyze the potential impact of other interest rate scenarios on corporate earnings in managing and monitoring our interest rate sensitivity. These alternate scenarios may include interest rate paths both higher, lower and more volatile than those used for policy measurement. While our interest rate sensitivity modeling assumes that management takes no action, we regularly assess the viability of strategies to reduce unacceptable risks to earnings resulting not only from the standard scenarios over which policy period sensitivity is measured, but also from alternate scenarios. We have taken several actions to mitigate the negative effect on earnings of adverse changes in interest rates beyond the rate changes set forth by our policy measurement criteria. For example, at March 31, 1995, we had $24.5 billion in eurodollar put protection to reduce rate sensitivity in the last half of 1995 that would result if interest rates rose above our high rate scenario. As new monthly forecast results become available, management will continue to formulate strategies to protect earnings from the potential negative effects of changing assumptions and interest rates. Off-Balance Sheet Derivatives For Interest Rate Risk Management As part of our overall interest rate risk management strategy, for many years we have used off-balance sheet derivatives as a cost- and capital-efficient way to modify the repricing or maturity characteristics of on- balance sheet assets and liabilities. Our off-balance sheet derivative transactions used for interest rate sensitivity management 12 include interest rate swaps, futures and options with indices that relate to the pricing of specific core assets and liabilities of the corporation. We believe we have appropriately controlled the risk so that the derivatives used for rate sensitivity management will not have any significant unintended effect on corporate earnings. As a result of interest rate fluctuations, off-balance sheet transactions (and securities) will from time to time develop unrealized appreciation or depreciation in market values when compared with their cost. The impact on net interest income attributable to off-balance sheet transactions, all of which are linked to specific assets and liabilities as part of our overall interest rate risk management strategy, will generally be offset by net interest income of on-balance sheet assets and liabilities. Our asset sensitivity arises naturally, primarily because the repricing characteristics of our large core deposit base have a positive effect on net interest income in a rising rate environment and a negative effect on net interest income in a declining or low-rate environment. Conversely, our fixed-rate securities and off-balance sheet instruments have the opposite effect when rates go up or down. We mitigate our natural asset sensitivity by holding fixed-rate debt instruments in the available-for- sale securities portfolio or by holding off-balance sheet "asset proxies." These asset proxies consist of interest rate swaps that convert floating rate assets (primarily variable rate loans) to fixed rate assets. The unrealized appreciation and depreciation of these asset proxies generally offset the appreciation and depreciation of core deposits. The combination of securities and interest rate swaps enables us to achieve a desired level of interest rate sensitivity. Another common application of off-balance sheet instruments is the use of interest rate swaps to convert fixed rate debt into floating rate debt. This is accomplished by entering into interest rate swap contracts to receive a fixed rate of interest to the contractual maturity of the debt issued and to pay a variable rate, usually six-month LIBOR. These "liability swaps," all of which are linked to specific debt issuances, leave rate sensitivity unchanged, whereas the fixed-rate debt issuance alone would have increased asset sensitivity or reduced liability sensitivity. The combination of the liability swaps and debt produces the desired LIBOR-based floating rate funding regardless of changes in overall rates. Our overall goal is to manage the corporation's rate sensitivity in ways that the earnings momentum is not adversely affected materially whether rates go up or down. The important consideration is not the shifting of unrealized appreciation or depreciation between and among on- and off-balance sheet instruments, but the prudent management of interest rate sensitivity so that corporate earnings are not at risk as interest rates move up or down. The fair value depreciation of off-balance sheet derivative financial instruments used to manage our interest rate sensitivity was $205 million at March 31, 1995, compared with $422 million at December 31, 1994. The carrying amount of financial instruments used for interest rate risk management includes amounts for deferred gains and losses. The amount of deferred gains and losses from off-balance sheet instruments used to manage interest rate risk was $13 million and $28 million, respectively, as of March 31, 1995. These net losses will reduce net interest income by $13 million in 1995 and $2 million in 1996. The increased contribution to net interest income in a higher interest rate environment from on-balance sheet assets and liabilities is expected to substantially offset the potential 13 reduced contribution to net interest income reflected by the decline in market value of off-balance sheet derivative financial instruments. Although off-balance sheet derivative financial instruments do not expose the corporation to credit risk equal to the notional amount, we are exposed to credit risk equal to the extent of the fair value gain in an off-balance sheet derivative financial instrument if the counterparty fails to perform. We minimize the credit risk in these instruments by dealing only with high quality counterparties. Each transaction is specifically approved for applicable credit exposure. In addition, our policy is to require all swaps and options be governed by an International Swaps and Derivatives Association Master Agreement. Bilateral collateral arrangements are in place for substantially all dealer counterparties. Collateral for dealer transactions and derivatives used in our trading activities is delivered by either party when the credit risk associated with a particular transaction, or group of transactions to the extent netting exists, exceeds acceptable thresholds of credit risk. Thresholds are determined based on the strength of the individual counterparty and are bilateral. As of March 31, 1995, the total credit risk in excess of thresholds was $53 million. The fair value of collateral held was 100 percent of the total credit risk in excess of thresholds. For nondealer transactions, the need for collateral is evaluated on an individual transaction basis and is primarily dependent on the financial strength of the counterparty. 14 Accounting And Regulatory Matters The Financial Accounting Standards Board (FASB) has issued Standard No. 114, "Accounting by Creditors for Impairment of a Loan," which requires that all creditors value all specifically reviewed loans for which it is probable that the creditor will be unable to collect all amounts due according to the terms of the loan agreement at the present value of expected cash flows, market price of the loan, if available, or value of the underlying collateral. Expected cash flows are required to be discounted at the loan's effective interest rate. This Standard is required for fiscal years beginning after December 15, 1994. The FASB also has issued Standard No. 118, "Accounting by Creditors for Impairment of a Loan -- Income Recognition and Disclosures," that amends FASB Standard No. 114 to allow a creditor to use existing methods for recognizing interest income on an impaired loan and by requiring additional disclosures about how a creditor recognizes interest income related to impaired loans. This Standard is to be implemented concurrently with Standard No. 114. On January 1, 1995, we adopted the provisions of Standards No. 114 and 118. The adoption of the Standards required no increase to the allowance for loan losses and had no impact on net income in the first quarter of 1995. The impact to historical and current amounts related to in-substance foreclosures was not material, and accordingly, historical amounts will not be restated. The Asset Quality section includes information about impaired loans. The FASB has also issued FASB Interpretation No. 39, "Offsetting of Amounts Related to Certain Contracts," which defines right of set-off and sets forth the conditions under which that right may be applied. Specific guidance with respect to certain financial instruments such as forward, interest rate swap, currency swap, option and other conditional or exchange contracts and clarification of the circumstances in which it is appropriate to offset amounts recognized for those contracts in the statement of financial position is also included in this Interpretation. In addition, it permits offsetting of fair value amounts recognized for multiple forward, swap, option and other conditional or exchange contracts executed with the same counterparty under a master netting arrangement. This Interpretation is effective for financial statements issued for periods beginning after December 15, 1993. The FASB has also issued FASB Interpretation No. 41, "Offsetting of Amounts Related to Certain Repurchase and Reverse Repurchase Agreements," which modifies FASB Interpretation No. 39 to permit offsetting in the statement of financial position of payables and receivables that represent repurchase agreements and reverse repurchase agreements, respectively, which have the same settlement date, are executed with the same counterparty in accordance with a master netting arrangement, involve securities that exist in "book entry" form, and settle on securities transfer systems that have the same key operating characteristics as the Federal Securities Transfer System. This Interpretation is effective for financial statements issued for periods ending after December 31, 1994. The effect of the Corporation's adoption of the provisions of these Interpretations currently has been immaterial. The FASB also has issued Standard No. 121, Accounting for the Impairment of Long-Lived Assets and for Long- Lived Assets to be Disposed Of, which requires that long-lived assets and certain identifiable intangibles to be held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An estimate of the future cash flows expected to result from the use of the asset and its eventual disposition should be performed during a review for recoverability. An impairment loss (based on the fair value of the asset) is recognized if the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the 15 asset. Additionally, Standard No. 121 requires that long-lived assets and certain identifiable intangibles to be disposed of be reported at the lower of carrying amount or fair value less cost to sell, except for certain assets. The assets will continue to be reported at the lower of carrying amount or net realizable value. The periodic effect on net income, if any, has not been determined. This Standard is required for fiscal years beginning after December 15, 1995. The Financial Institutions Reform, Recovery and Enforcement Act of 1989 (FIRREA), among other provisions, imposes liability on a bank insured by the FDIC for certain obligations to the FDIC incurred in connection with other insured banks under common control. The Federal Deposit Insurance Corporation Improvement Act, among other things, requires a revision of risk- based capital standards. The new standards are required to incorporate interest rate risk, concentration of credit risk and the risks of nontraditional activities and to reflect the actual performance and expected risk of loss of multifamily mortgages. The Risk-Based Capital section provides information on risk assessment classifications. Legislation has been enacted providing that deposits and certain claims for administrative expenses and employee compensation against an insured depository institution would be afforded a priority over other general unsecured claims against such an institution, including federal funds and letters of credit, in the "liquidation or other resolution" of such an institution by any receiver. The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (IBBEA) authorizes interstate acquisitions of banks and bank holding companies without geographic limitation beginning September 27, 1995. In addition, beginning June 1, 1997, a bank may merge with a bank in another state as long as neither of the states opt out of interstate branching between the date of enactment of IBBEA and May 31, 1997. IBBEA further provides that a state may enact laws permitting interstate merger transactions before June 1, 1997. The Riegle Community Development and Regulatory Improvement Act of 1994 includes a list of regulatory relief items. The regulatory relief sections eliminate or modify many regulatory requirements under existing law. Various other legislative proposals concerning the banking industry are pending in Congress. Given the uncertainty of the legislative process, we cannot assess the impact of any such legislation on our financial condition or results of operations. 16 Table 1 CONSOLIDATED SUMMARIES OF INCOME AND PER SHARE DATA Twelve Months 1995 1994 Ended March 31, First Fourth Third Second First (In thousands except per share data) 1995 Quarter Quarter Quarter Quarter Quarter CONSOLIDATED SUMMARIES OF INCOME Interest income* $ 5,470,989 1,469,997 1,411,877 1,330,197 1,258,918 1,186,412 Interest expense 2,293,152 668,209 610,172 530,858 483,913 436,003 Net interest income* 3,177,837 801,788 801,705 799,339 775,005 750,409 Provision for loan losses 107,500 32,500 25,000 25,000 25,000 25,000 Net interest income after provision for loan losses* 3,070,337 769,288 776,705 774,339 750,005 725,409 Securities available for sale transactions (12,172) 3,635 (9,926) (2,946) (2,935) 4,300 Investment security transactions 3,608 217 411 2,286 694 615 Noninterest income 1,192,228 301,539 311,419 303,259 276,011 275,781 Noninterest expense 2,722,089 684,702 703,948 682,219 651,220 639,841 Income before income taxes* 1,531,912 389,977 374,661 394,719 372,555 366,264 Income taxes 501,038 130,963 120,705 130,147 119,223 120,001 Tax-equivalent adjustment 91,044 22,105 22,407 22,820 23,712 23,804 Net income 939,830 236,909 231,549 241,752 229,620 222,459 Dividends on preferred stock 26,656 7,029 6,831 6,595 6,201 5,726 Net income applicable to common stockholders before redemption premium 913,174 229,880 224,718 235,157 223,419 216,733 Redemption premium on preferred stock 41,355 - 41,355 - - - Net income applicable to common stockholders after redemption premium $ 871,819 229,880 183,363 235,157 223,419 216,733 PER COMMON SHARE DATA Net income before redemption premium $ 5.27 1.32 1.28 1.35 1.32 1.27 Net income after redemption premium $ 5.03 1.32 1.04 1.35 1.32 1.27 Average common shares - 173,928,984 176,378,717 174,417,288 169,063,689 170,314,176 Average common stockholders' equity** Quarter-to-date $ - 5,579,362 5,601,222 5,396,497 5,112,116 5,012,086 Year-to-date - 5,579,362 5,282,412 5,174,974 5,062,377 5,012,086 Common stock price High 47 5/8 45 1/8 45 1/4 47 1/4 47 5/8 43 3/4 Low 39 3/8 41 3/8 39 3/8 43 1/4 41 1/4 39 3/4 Period-end $ 43 3/8 43 3/8 41 3/8 43 1/4 46 1/8 41 5/8 To earnings ratio*** 8.23 X 8.23 7.93 8.55 9.55 8.62 To book value 136 % 136 135 142 156 141 Cash dividends $ 1.78 .46 .46 .46 .40 .40 Book value $ 31.91 31.91 30.66 30.37 29.54 29.46 * Tax-equivalent. ** Quarter-to-date and year-to-date average common stockholders' equity excludes average net unrealized gains or losses equity securities. ***Based on net income applicable to common stockholders before redemption premium. T-1 Table 2 NONINTEREST INCOME Twelve Months 1995 1994 Ended March 31, First Fourth Third Second First (In thousands) 1995 Quarter Quarter Quarter Quarter Quarter Trading account profits $ 35,796 1,536 13,107 10,906 10,247 7,323 Service charges on deposit accounts 437,317 110,127 110,782 109,325 107,083 108,022 Mortgage banking income 78,099 23,586 20,873 21,401 12,239 19,421 Capital management income 240,989 67,413 59,727 63,469 50,380 50,949 Securities available for sale transactions (12,172) 3,635 (9,926) (2,946) (2,935) 4,300 Investment security transactions 3,608 217 411 2,286 694 615 Fees for other banking services 77,423 21,928 20,703 16,833 17,959 13,757 Merchant discounts 65,112 16,633 16,939 16,257 15,283 14,361 Insurance commissions 46,571 11,490 11,870 12,506 10,705 9,990 Sundry income 210,921 48,826 57,418 52,562 52,115 51,958 Total $ 1,183,664 305,391 301,904 302,599 273,770 280,696 Table 3 NONINTEREST EXPENSE Twelve Months 1995 1994 Ended March 31, First Fourth Third Second First (In thousands) 1995 Quarter Quarter Quarter Quarter Quarter Personnel expense Salaries $ 1,069,307 273,862 283,101 262,187 250,157 244,254 Other benefits 250,078 67,797 55,845 63,875 62,561 65,386 Total 1,319,385 341,659 338,946 326,062 312,718 309,640 Occupancy 237,138 59,401 62,006 58,854 56,877 60,391 Equipment rentals, depreciation and maintenance 237,589 65,917 63,245 55,987 52,440 56,700 Advertising 40,814 10,852 10,221 9,082 10,659 8,622 Telephone 58,380 14,727 15,769 13,879 14,005 14,678 Travel 54,912 13,467 16,157 12,797 12,491 12,076 Postage 55,094 18,128 13,147 12,609 11,210 11,908 Printing and office supplies 54,800 13,309 16,899 11,892 12,700 13,374 FDIC insurance 119,931 30,162 30,293 29,321 30,155 29,939 Other insurance 16,122 4,954 2,956 3,438 4,774 3,715 Professional fees 73,233 17,263 27,637 16,302 12,031 10,908 Data processing 24,998 5,735 9,493 5,188 4,582 5,236 Owned real estate expense 20,218 3,220 3,305 8,785 4,908 5,296 Mortgage servicing amortization 20,023 4,824 5,266 4,980 4,953 8,326 Other amortization 131,858 38,827 34,488 31,141 27,402 28,052 Sundry 257,594 42,257 54,120 81,902 79,315 60,980 Total $ 2,722,089 684,702 703,948 682,219 651,220 639,841 T-2 Table 4 INTERNAL CAPITAL GROWTH AND DIVIDEND PAYOUT RATIOS 1995 1994 First Fourth Third Second First Quarter Quarter Quarter Quarter Quarter INTERNAL CAPITAL GROWTH* Assets to stockholders' equity (a) 13.89 X 12.92 12.85 13.31 13.28 X Return on assets 1.24 % 1.22 1.31 1.28 1.28 Return on total stockholders' equity (a) 17.22 % 15.74 16.88 17.07 17.03 X Earnings retained 63.41 % 61.61 64.04 67.96 66.79 Internal capital growth (a) 10.92 % 9.70 10.81 11.60 11.38 DIVIDEND PAYOUT RATIO ON Common shares 34.85 % 44.23 34.16 30.30 31.50 Preferred and common shares 36.59 % 38.39 35.96 32.04 33.21 Return on common stockholders' equity 16.71 % 15.92 17.29 17.53 17.54 before redemption premium** (a) Return on common stockholders' equity after redemption premium** (a) 16.71 % 12.99 17.29 17.53 17.54 (a) The determination of these ratios exclude average net unrealized gains or losses on debt and equity securities * Based on average balances and net income. ** Based on average balances and net income applicable to common stockholders. T-3 Table 5 SELECTED QUARTERLY DATA* 1995 1994 First Fourth Third Second First (Dollars in thousands) Quarter Quarter Quarter Quarter Quarter MORTGAGE LOAN PORTFOLIO PERMANENT LOAN ORIGINATIONS Residential Direct $ 400,998 605,034 656,986 1,028,783 1,278,648 Wholesale 64,097 98,624 132,828 277,302 424,460 Total 465,095 703,658 789,814 1,306,085 1,703,108 Income property 44,050 190,266 123,291 78,353 51,446 Total $ 509,145 893,924 913,105 1,384,438 1,754,554 VOLUME OF LOANS SERVICED Residential $ 32,668,000 32,677,000 31,661,000 31,779,000 32,178,000 Income property 1,532,000 1,537,000 1,603,000 1,744,000 1,884,000 Total $ 34,200,000 34,214,000 33,264,000 33,523,000 34,062,000 NUMBER OF OFFICES Banking North Carolina 273 276 280 284 272 South Carolina 62 66 66 67 67 Georgia 149 154 157 159 161 Florida 521 552 545 491 485 Washington, D.C. 25 33 28 30 30 Maryland 26 26 31 32 32 Tennessee 55 54 55 65 64 Virginia 174 177 186 186 197 Foreign 2 2 2 2 2 Total banking offices 1,287 1,340 1,350 1,316 1,310 First Union Home Equity Bank 154 184 183 173 164 Mortgage banking 17 18 23 24 24 Other 21 20 18 18 18 Total offices 1,479 1,562 1,574 1,531 1,516 OTHER DATA ATMs 1,247 1,242 1,185 1,186 1,180 Employees 31,844 31,858 32,019 31,581 31,670 *Direct residential loan originations in the first three quarters of 1994 have been restated to include bank branch production. T-4 Table 6 GROWTH THROUGH ACQUISITIONS Loans, (In thousands) Assets net Deposits December 31, 1989, as reported $ 45,506,847 31,600,776 31,531,770 1990 acquisition 7,946,973 4,174,478 5,727,330 Growth in operations 1,134,590 275,465 935,168 December 31, 1990, as reported 54,588,410 36,050,719 38,194,268 1991 acquisitions 12,322,456 7,025,621 9,921,421 Reduction in operations (7,637,689) (1,692,760) (939,466) December 31, 1991, as reported 59,273,177 41,383,580 47,176,223 1992 acquisitions 3,739,039 1,773,797 3,645,316 Growth (reduction) in operations 815,815 (1,233,610) (1,670,574) December 31, 1992, as reported 63,828,031 41,923,767 49,150,965 1993 acquisitions 7,785,479 4,380,362 6,302,873 Growth (reduction) in operations (826,541) 572,048 (1,711,427) December 31, 1993, as reported 70,786,969 46,876,177 53,742,411 1994 acquisitions 4,595,762 1,238,703 4,026,375 Growth in operations 1,930,774 5,914,872 1,189,487 December 31, 1994, as reported 77,313,505 54,029,752 58,958,273 1995 acquisitions - - - Growth (reduction) in operations 541,103 1,737,966 (2,155,368) March 31, 1995, as reported $ 77,854,608 55,767,718 56,802,905 Acquisitions (those greater than $3.0 billion in acquired assets and/or deposits) include the purchase acquisitions of Florida National Banks of Florida, Inc. in 1990 and the Southeast Banks transaction in 1991; the pooling of interests acquisition of Dominion Bankshares Corporation in 1993; and the Georgia Federal Savings Bank, FSB and First American Metro Corp. purchase acquisitions in 1993. T-5 Table 7 SECURITIES AVAILABLE FOR SALE March 31, 1995 Average 1 Year 1-5 5-10 After 10 Gross Unrealized Amortized Maturity (In thousands) or Less Years Years Years Total Gains Losses Cost in Years MARKET VALUE U.S. Treasury $ 1,338,817 819,578 - - 2,158,395 (2,298) 53,953 2,210,050 1.61 U.S. Government agencies 413,202 361,221 2,090,152 570 2,865,145 (5,252) 91,325 2,951,218 5.67 CMOs 24,183 988,225 36,306 - 1,048,714 (3,824) 16,442 1,061,332 3.24 Other 147,540 778,595 32,090 268,374 1,226,599 (59,934) 32,152 1,198,817 2.64 Total $ 1,923,742 2,947,619 2,158,548 268,944 7,298,853 (71,308) 193,872 7,421,417 3.65 MARKET VALUE Debt securities $ 1,923,742 2,947,619 2,158,548 25,601 7,055,510 (13,227) 188,910 7,231,193 Sundry securities - - - 243,343 243,343 (58,081) 4,962 190,224 Total $ 1,923,742 2,947,619 2,158,548 268,944 7,298,853 (71,308) 193,872 7,421,417 AMORTIZED COST Debt securities $ 1,922,459 3,044,793 2,235,891 28,050 7,231,193 Sundry securities - - - 190,224 190,224 Total $ 1,922,459 3,044,793 2,235,891 218,274 7,421,417 WEIGHTED AVERAGE YIELD U.S. Treasury 7.49 % 5.31 - - 6.63 U.S. Government agencies 6.87 5.97 6.29 7.65 6.33 CMOs 7.69 6.27 5.84 - 6.29 Other 5.12 6.54 2.70 3.84 5.77 Consolidated 7.18 % 6.03 6.23 3.85 6.32 Included in "Other" at March 31, 1995, are $824,782,000 of securities that are denominated in currencies other than the U.S. dollar. The currency exchange rates were hedged utilizing both on and off-balance sheet instruments to minimize the exposure to currency revaluation risks. At March 31, 1995, these securities had a weighted average maturity of 2.32 years and a weighted average yield of 6.53 percent. The weighted average U.S. equivalent yield for comparative purposes of these securities was 4.81 percent based on a weighted average funding cost differential of (1.72) percent. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. The aging of mortgage-backed securities is based on their weighted average maturities at March 31, 1995. Average maturity in years excludes preferred and common stocks and money market funds. Weighted average yields are based on amortized cost. Yields related to securities exempt from both federal and state income taxes, federal income taxes only or state income taxes only are stated on a fully tax-equivalent basis. They are reduced by the nondeductible portion of interest expense, assuming a federal tax rate of 35 percent; a North Carolina state tax rate of 7.75 percent; a Georgia and Tennessee state tax rate of 6 percent; a South Carolina state tax rate of 4.5 percent; a Florida state tax rate of 5.5 percent; a Maryland state tax rate of 7 percent; and a Washington, D.C. tax rate of 9.975 percent, respectively. There were commitments to purchase securities at a cost of $224,355,000 that had a market value of $224,667,000 at March 31, 1995. Commitments to sell securities at March 31, 1995 had a cost of $310,456,000 and market value of $315,127,000. Gross gains and losses from sales are accounted for on a trade date basis. Gross gains and losses realized on the sale of debt securites the first quarter of 1995 were $12,835,000 and $11,529,000, respectively. Gross gains realized on sundry securities were $2,329,000. T-6 Table 8 INVESTMENT SECURITIES March 31, 1995 Average 1 Year 1-5 5-10 After 10 Gross Unrealized Market Maturity (In thousands) or Less Years Years Years Total Gains Losses Value in Years CARRYING VALUE U.S. Government agencies $ 17,309 121,515 1,149,139 9,138 1,297,101 11,185 (17,177) 1,291,109 6.48 CMOs - 938,957 41,927 - 980,884 3,305 (2,809) 981,380 3.26 State, county and municipal 345,875 235,759 161,225 425,132 1,167,991 104,394 (2,698) 1,269,687 7.13 Other - 4,031 4,172 180,619 188,822 5,287 (5,708) 188,401 13.29 Total $ 363,184 1,300,262 1,356,463 614,889 3,634,798 124,171 (28,392) 3,730,577 5.94 CARRYING VALUE Debt securities $ 363,184 1,300,262 1,356,463 499,807 3,519,716 124,171 (24,242) 3,619,645 Sundry securities - - - 115,082 115,082 - (4,150) 110,932 Total $ 363,184 1,300,262 1,356,463 614,889 3,634,798 124,171 (28,392) 3,730,577 MARKET VALUE Debt securities $ 369,776 1,314,303 1,365,162 570,404 3,619,645 Sundry securities - - - 110,932 110,932 Total $ 369,776 1,314,303 1,365,162 681,336 3,730,577 WEIGHTED AVERAGE YIELD U.S. Government agencies 8.84 % 8.73 8.29 7.44 8.33 CMOs - 7.18 7.44 - 7.19 State, county and municipal 11.55 10.59 11.41 12.32 11.62 Other - 6.88 7.62 7.83 7.94 Consolidated 11.49 % 7.94 8.63 10.93 9.06 Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. The aging of mortgage-backed securities is based on their weighted average maturities at March 31, 1995. Yields related to securities exempt from both federal and state income taxes, federal income taxes only or state income taxes only are stated on a fully tax-equivalent basis. They are reduced by the nondeductible portion of interest expense, assuming a federal tax rate of 35 percent; a North Carolina state tax rate of 7.75 percent; a Georgia and Tennessee state tax rate of 6 percent; a South Carolina state tax rate of 4.5 percent; a Florida state tax rate of 5.5 percent; a Maryland state tax rate of 7 percent; and a Washington, D.C. tax rate of 9.975 percent, respectively. There were no commitments to purchase or sell investment securities at March 31, 1995. Gross gains and losses realized on the sales (underdeliveries) and calls of debt securities in the first quarter of 1995 were $435,000 and $218,000, respectively. There were no sales of sundry securities. T-7 Table 9 LOANS 1995 1994 First Fourth Third Second First (In thousands) Quarter Quarter Quarter Quarter Quarter FIRST UNION CORPORATION COMMERCIAL Commercial, financial and agricultural Taxable $ 15,849,852 15,198,651 13,765,745 13,460,873 12,630,234 Nontaxable 658,502 709,092 688,238 658,190 701,791 Total commercial, financial and agricultural 16,508,354 15,907,743 14,453,983 14,119,063 13,332,025 Real estate - construction and other 1,842,099 1,734,095 1,674,297 1,504,546 1,572,105 Real estate - mortgage 5,664,837 5,437,496 5,932,374 5,730,311 5,761,598 Lease financing 1,940,681 1,613,763 1,334,570 931,297 916,068 Foreign 426,907 415,857 509,030 437,967 384,740 Total commercial 26,382,878 25,108,954 23,904,254 22,723,184 21,966,536 RETAIL Real estate - mortgage 14,292,795 15,014,775 14,682,624 13,813,215 13,401,838 Installment loans - Bankcard 4,098,790 3,959,657 3,299,675 2,785,470 2,037,645 Installment loans - other 11,795,465 10,618,696 10,288,391 9,930,333 9,653,004 Total retail 30,187,050 29,593,128 28,270,690 26,529,018 25,092,487 Total loans 56,569,928 54,702,082 52,174,944 49,252,202 47,059,023 UNEARNED INCOME Loans 148,584 145,691 142,587 136,352 133,735 Lease financing 653,626 526,639 399,323 190,355 192,864 Total unearned income 802,210 672,330 541,910 326,707 326,599 Loans, net $ 55,767,718 54,029,752 51,633,034 48,925,495 46,732,424 T-8 Table 10 ALLOWANCE FOR LOAN LOSSES AND NONPERFORMING ASSETS 1995 1994 First Fourth Third Second First (In thousands) Quarter Quarter Quarter Quarter Quarter ALLOWANCE FOR LOAN LOSSES Balance, beginning of quarter $ 978,795 1,004,298 1,007,839 1,014,001 1,020,191 Provision for loan losses 32,500 25,000 25,000 25,000 25,000 Allowance of acquired loans - 2,296 18,615 609 Loan losses, net (42,467) (52,799) (47,156) (31,771) (31,190) Balance, end of quarter $ 968,828 978,795 1,004,298 1,007,839 1,014,001 (as % of loans, net) 1.74 % 1.81 1.95 2.06 2.17 (as % of nonaccrual and restructured loans) 224 % 245 203 192 168 (as % of nonperforming assets) 168 % 175 154 152 127 LOAN LOSSES Commercial, financial and agricultural $ 6,321 16,357 20,898 16,373 14,176 Real estate - construction and other 41 1,270 2,974 1,711 2,942 Real estate - mortgage 3,457 20,228 17,773 7,574 8,533 Installment loans - Bankcard 38,096 19,970 15,492 15,399 14,899 Installment loans - other 14,047 14,398 14,983 13,459 15,518 Total 61,962 72,223 72,120 54,516 56,068 LOAN RECOVERIES Commercial, financial and agricultural 9,097 11,125 12,965 8,388 15,836 Real estate - construction and other 907 884 424 1,095 431 Real estate - mortgage 2,466 1,530 4,657 5,076 1,291 Installment loans - Bankcard 2,572 2,455 2,234 2,710 2,206 Installment loans - other 4,453 3,430 4,684 5,476 5,114 Total 19,495 19,424 24,964 22,745 24,878 Loan losses, net $ 42,467 52,799 47,156 31,771 31,190 (as % of average loans, net)* .31 % .40 .38 .27 .27 NONPERFORMING ASSETS Nonaccrual loans Commercial loans $ 200,915 155,752 154,861 159,858 189,759 Real estate loans 231,183 241,886 339,881 363,433 412,748 Total nonaccrual loans 432,098 397,638 494,742 523,291 602,507 Restructured loans 670 1,872 674 2,730 2,742 Foreclosed properties 144,188 158,464 158,234 136,408 191,153 Total nonperforming assets $ 576,956 557,974 653,650 662,429 796,402 (as % of loans, net and foreclosed properties) 1.03 % 1.03 1.26 1.35 1.70 Accruing loans past due 90 days $ 205,654 140,081 115,903 85,948 80,479 *Annualized. T-9 Table 11 INTANGIBLE ASSETS 1995 1994 First Fourth Third Second First (In thousands) Quarter Quarter Quarter Quarter Quarter MORTGAGE SERVICING RIGHTS $ 80,266 84,898 89,666 79,826 82,102 CREDIT CARD PREMIUM $ 54,703 58,494 62,463 67,524 71,538 OTHER INTANGIBLE ASSETS Goodwill $ 742,435 754,417 763,832 682,570 703,559 Deposit base premium 422,827 437,025 319,522 224,918 240,935 Other 6,844 7,465 8,134 9,118 9,817 Total $ 1,172,106 1,198,907 1,091,488 916,606 954,311 Table 12 ALLOWANCE FOR FORECLOSED PROPERTIES 1995 1994 First Fourth Third Second First (In thousands) Quarter Quarter Quarter Quarter Quarter Foreclosed properties $ 178,416 193,290 197,261 177,274 239,037 Allowance for foreclosed properties, beginning of quarter 34,826 39,027 40,866 47,884 56,191 Provision for foreclosed properties 715 1,913 (2,114) 1,910 2,794 Transfer from (to) allowance for segregate assets (48) 1,177 302 (52) 295 Dispositions, net (1,265) (7,291) (27) (8,876) (11,396) Allowance for foreclosed properties, end of quarter 34,228 34,826 39,027 40,866 47,884 Foreclosed properties, net $ 144,188 158,464 158,234 136,408 191,153 T-10 Table 13 DEPOSITS 1995 1994 First Fourth Third Second First (In thousands) Quarter Quarter Quarter Quarter Quarter CORE DEPOSITS Noninterest-bearing $ 10,412,883 10,523,538 10,295,616 10,207,807 10,428,019 Savings and NOW accounts 14,065,617 13,991,987 12,677,630 12,085,198 12,132,581 Money market accounts 9,122,752 10,118,963 10,316,481 10,490,933 10,931,222 Other consumer time 18,667,810 18,544,324 17,361,310 16,486,243 16,536,800 Total core deposits 52,269,062 53,178,812 50,651,037 49,270,181 50,028,622 Foreign 2,582,452 4,069,587 1,328,032 2,852,926 574,868 Other time 1,951,391 1,709,874 1,707,982 1,649,153 1,484,301 Total deposits $ 56,802,905 58,958,273 53,687,051 53,772,260 52,087,791 Table 14 TIME DEPOSITS IN AMOUNTS OF $100,000 OR MORE March 31, 1995 Time Other (In thousands) Certificates Time MATURITY OF 3 months or less $ 2,241,819 76,972 Over 3 months through 6 months 884,370 - Over 6 months through 12 months 904,948 - Over 12 months 919,048 - Total $ 4,950,185 76,972 T-11 Table 15 LONG-TERM DEBT 1995 1994 First Fourth Third Second First (In thousands) Quarter Quarter Quarter Quarter Quarter DEBENTURES AND NOTES 7-1/2% debentures due 2002 $ 15,619 15,619 15,619 15,619 15,619 Floating rate extendible notes due 2005 100,000 100,000 100,000 100,000 100,000 11% notes due 1996 18,360 18,360 18,360 18,360 18,360 Floating rate notes due 1996 150,000 150,000 150,000 150,000 150,000 5.95% notes due 1995 149,960 149,921 149,881 149,842 149,802 6-3/4% notes due 1998 248,634 248,511 248,389 248,267 248,144 Floating rate notes due 1998 299,744 - - - - Fixed rate medium-term senior notes, varying rates and terms to 1996 200 32,700 61,700 61,700 61,700 Fixed rate medium-term subordinated notes, varying rates and terms to 2001 54,000 54,000 54,000 54,000 54,000 Floating rate subordinated notes due 2003 149,127 149,101 149,074 149,048 149,022 11% subordinated and variable rate notes due 1996 17,951 17,951 17,954 17,954 17,954 8-1/8% subordinated notes due 1996 100,000 100,000 100,000 100,000 100,000 9.45% subordinated notes due 1999 250,000 250,000 250,000 250,000 250,000 9.45% subordinated notes due 2001 147,628 147,535 147,442 147,349 147,256 8-1/8% subordinated notes due 2002 248,526 248,475 248,424 248,373 248,322 8% subordinated notes due 2002 223,099 223,037 222,972 222,910 222,850 7-1/4% subordinated notes due 2003 148,772 148,733 148,694 148,655 148,707 6-5/8% subordinated notes due 2005 248,046 247,999 247,935 247,888 247,856 6% subordinated notes due 2008 197,081 197,028 196,974 196,920 197,160 6-3/8% subordinated notes due 2009 147,538 147,495 147,449 147,405 147,406 8% subordinated notes due 2009 148,583 148,559 148,535 - - 8.77% subordinated notes due 2004 148,470 148,430 - - - Debentures and notes of subsidiaries 9-7/8% subordinated capital notes due 1999 74,439 74,404 74,370 74,334 74,301 9-5/8% subordinated capital notes due 1999 74,948 74,945 74,942 74,937 74,935 10-1/2% collateralized mortgage obligations due 2014 56,919 60,010 65,927 69,950 74,008 Subordinated bank notes with varying rates and terms to 1997 225,000 100,000 - - - Debentures and notes with varying rates and terms to 2002 7,275 7,275 7,275 7,400 7,400 Total 3,649,919 3,260,088 3,045,916 2,900,911 2,904,802 MORTGAGES AND OTHER DEBT Notes payable to FDIC due 1996 99,887 117,271 171,614 193,258 214,682 Advances from the Federal Home Loan Bank 4,846 4,696 4,603 4,603 4,453 Mortgage notes and other debt 41,578 41,153 41,814 24,623 25,401 Capitalized leases 5,196 5,306 5,416 6,049 5,492 Total long-term debt $ 3,801,426 3,428,514 3,269,363 3,129,444 3,154,830 T-12 Table 16 CHANGES IN STOCKHOLDERS' EQUITY Twelve Months 1995 1994 Ended March 31, First Fourth Third Second First (In thousands) 1995 Quarter Quarter Quarter Quarter Quarter Balance, beginning of period $ 5,276,060 5,397,517 5,622,631 5,388,581 5,276,060 5,207,625 Stockholders' equity of pooled banks not restated prior to 1994 64,351 - 12,535 (16) 51,832 - Net income 939,830 236,909 231,549 241,752 229,620 222,459 Redemption of preferred stock (325,396) (325,396) - - - Purchase of common stock (368,868) (197,371) (37,580) (82,392) (51,525) (46,057) Common stock issued for stock options exercised 72,044 6,168 15,386 21,430 29,060 2,082 Common stock issued through dividend reinvestment plan 43,133 16,952 10,628 6,615 8,938 5,659 Common stock issued for purchase accounting acquisition 161,073 - (6) 161,079 - - Converted debentures 19,760 - 19,760 - - Cash dividends paid Series 1990 preferred stock (26,656) (7,029) (6,831) (6,595) (6,201) (5,726) Common stock (309,406) (79,660) (82,052) (80,330) (67,364) (68,156) Unrealized gain (loss) on debt and equity securities (55,191) 117,248 (43,347) (47,253) (81,839) (41,826) Balance, end of period $ 5,490,734 5,490,734 5,397,517 5,622,631 5,388,581 5,276,060 T-13 Table 17 CAPITAL RATIOS 1995 1994 First Fourth Third Second First (In thousands) Quarter Quarter Quarter Quarter Quarter CONSOLIDATED CAPITAL RATIOS* Qualifying capital Tier 1 capital $ 4,489,955 4,466,670 4,763,409 4,664,358 4,467,801 Total capital 7,512,040 7,450,602 7,654,430 7,361,013 7,235,875 Adjusted risk-based assets 59,651,481 57,593,799 53,904,132 50,155,408 47,746,123 Adjusted leverage ratio assets $ 74,633,796 73,011,243 70,315,199 69,971,938 68,023,421 Ratios Tier 1 capital 7.53 % 7.76 8.84 9.30 9.36 Total capital 12.59 12.94 14.20 14.68 15.15 Leverage 6.02 6.12 6.77 6.67 6.57 Stockholders' equity to assets Quarter-end 7.05 6.98 7.57 7.42 7.30 Average 7.01 % 7.49 7.62 7.39 7.60 BANK CAPITAL RATIOS Tier 1 capital First Union National Bank of North Carolina 7.13 % 7.32 7.14 7.70 8.34 South Carolina 8.24 7.88 8.21 8.54 7.80 Georgia 8.61 8.26 8.28 8.74 9.55 Florida 7.94 7.95 8.79 9.63 9.98 Washington, D.C. 16.55 16.75 17.31 16.30 19.07 Maryland 20.78 20.53 19.01 17.75 16.23 Tennessee 12.34 12.76 13.08 13.36 12.34 Virginia 8.97 9.21 10.88 10.57 10.25 First Union Home Equity Bank 6.49 7.60 7.16 - - Total capital First Union National Bank of North Carolina 10.32 10.69 9.62 10.51 11.41 South Carolina 12.40 12.15 12.53 12.96 12.09 Georgia 11.46 11.18 11.22 11.70 12.60 Florida 10.70 10.76 10.35 11.31 11.68 Washington, D.C. 17.83 18.03 18.60 17.60 20.36 Maryland 22.07 21.81 20.30 19.04 17.52 Tennessee 13.60 14.02 14.34 14.62 13.60 Virginia 12.80 13.11 13.17 12.90 12.58 First Union Home Equity Bank 10.34 12.10 11.54 - - Leverage First Union National Bank of North Carolina 6.25 6.10 5.74 5.65 5.86 South Carolina 5.75 5.77 6.06 6.03 5.59 Georgia 6.06 5.69 5.96 6.07 6.17 Florida 5.75 5.91 6.30 6.53 6.33 Washington, D.C. 7.11 8.33 7.88 7.11 7.05 Maryland 13.44 12.82 11.53 10.62 9.72 Tennessee 7.88 8.47 8.54 8.41 8.30 Virginia 6.95 7.10 8.26 7.70 7.03 First Union Home Equity Bank 6.22 % 7.22 6.24 - - *Risk-based capital ratio guidelines require a minimum ratio of tier 1 capital to risk-weighted assets of 4.00 percent and a minimum ratio of total capital to risk-weighted assets of 8.00 percent. The minimum leverage ratio of tier 1 capital to adjusted average quarterly assets is from 3.00 to 5.00 percent. T-14 Table 18 INTEREST RATE GAP March 31, 1995 Interest Sensitivity in Days Non-Sensitive One to Two to and Sensitive (In thousands) 1-90 91-180 181-365 Total two years five years Over five years Total EARNING ASSETS Interest-bearing bank balances $ 721,962 - 100 722,062 - - - 722,062 Federal funds sold and securities purchased under resale agreements 1,479,437 9,025 - 1,488,462 - - - 1,488,462 Trading account assets 1,453,038 - - 1,453,038 - - - 1,453,038 Securities available for sale 420,532 1,185,680 719,223 2,325,435 872,013 3,344,854 879,115 7,421,417 Investment securities 163,132 151,851 358,472 673,455 521,319 1,306,278 1,133,746 3,634,798 Loans* 30,669,602 2,807,929 4,593,406 38,070,937 4,809,867 6,568,315 6,318,599 55,767,718 Total earnings assets 34,907,703 4,154,485 5,671,201 44,733,389 6,203,199 11,219,447 8,331,460 70,487,495 INTEREST-BEARING LIABILITIES Interest-bearing deposits 22,230,178 3,865,748 4,465,644 30,561,570 2,400,555 3,427,491 10,000,406 46,390,022 Short-term borrowings 9,550,480 30,596 - 9,581,076 - - - 9,581,076 Long-term debt 803,592 156,081 23,861 983,535 623,267 466,342 1,728,283 3,801,426 Total interest- bearing liabilities 32,584,250 4,052,426 4,489,505 41,126,181 3,023,822 3,893,833 11,728,689 59,772,525 OFF-BALANCE SHEET FINANCIAL INSTRUMENTS 6,792,067 (11,126,724) 11,890,000 7,555,343 (1,978,985) (3,751,358)(1,825,000) - Total interest-bearing liabilities and off-balance sheet financial instruments 39,376,317 (7,074,299) 16,379,505 48,681,524 1,044,837 142,475 9,903,689 59,772,525 Interest rate gap $ (4,468,614) 11,228,784 (10,708,304) (3,948,135) 5,158,362 11,076,972 Cumulative gap $ (4,468,614) 6,760,169 (3,948,135) (3,948,135) 1,210,228 12,287,199 Ratio of cumulative gap to total earnings assets (6.34)% 9.59 (5.60) (5.60) 1.72 17.43 The information included herein should be read in conjunction with the discussion appearing under "Interest Rate Risk Management" and with Tables 19-21. This interest rate gap table has inherent limitations on its ability to accurately portray interest rate sensitivity and, therefore, it is only provided with common banking industry practice. Additionally, in conjunction with such practices, savings and NOW accounts are included in the non-sensitive and sensitive over five years classification. Money market accounts are included in the 1-90 day classification. *Loans are stated net of unearned income. T-15 Table 19 OFF-BALANCE SHEET DERIVATIVE FINANCIAL INSTRUMENTS* Weighted Average Rate Estimated March 31, 1995 Notional Maturity Fair (In thousands) Amount Receive Pay In Years Value Comments Asset Rate Conversions Interest rate swaps $6,092,196 5.94% 6.53% 2.25 Converts floating rate commercial loans to fix rate. Carrying amount $ 10,495 Adds to liability sensitivity. Similar characteristic Unrealized gross gain 4,164 to a fixed income security funded with variable rate Unrealized gross loss (172,828) liabilities. Includes $1.9 billion of indexed Total (158,169) amortizing swaps, all of which mature within three and one half years. Forward interest rate swaps 1,120,000 8.05 - 1.58 Converts floating rates on commercial loans to fixed Carrying amount - rates at higher than current yields in future periods. Unrealized gross gain 8,875 $63 million effective March 1996 and $57 million Unrealized gross loss - effective March 1997. $1.0 billion effective September Total 8,875 1995 with put options on forward swaps referenced under "Rate Sensitivity Hedges" linked to this item. Total asset rate conversions $7,212,196 6.27% 6.53% 2.14 $(149,294) Liability Rate Conversions Interest rate swaps $2,702,000 7.16% 6.61% 6.90 Converts long-term fixed rate debt to floating rate by Carrying amount $ 21,328 matching maturity of the swap to the debt issue. Rate Unrealized gross gain 15,042 sensitivity remains unchanged due to the direct linkage of the swap to the debt issue. Unrealized gross loss (85,262) Total (48,892) Other financial instruments 250,000 4.00 - 5.16 Miscellaneous purchased option-based products for Carrying amount (2,903) liability management purposes include $10 million of Unrealized gross gain - options on swaps, $90 million of eurodollar caps and Unrealized gross loss (1,561) $150 million of eurodollar floors. Total (4,464) Total liability rate conversions $ 2,952,000 6.99% 6.61% 6.75 $ (53,356) Asset Hedge Short T-bill futures $1,000,000 -% 7.19% .23 Converts the maturity of $1.0 billion U.S. Treasury Carrying amount $ - bills in the available for sale portfolio from Unrealized gross gain - September 1995 to June 1995. Unrealized gross loss (3,125) Total (3,125) Total asset hedge $1,000,000 -% 7.19% .23 $ (3,125) (Continued) T-16 Table 19 OFF-BALANCE SHEET DERIVATIVE FINANCIAL INSTRUMENTS* Weighted Average Rate Estimated March 31, 1995 Notional Maturity Fair (In thousands) Amount Receive Pay In Years Value Comments Rate Sensitivity Hedges Put options on eurodollar futures $24,506,000 -- % 8.05% .36 Paid a premium for the right to lock in the 3 month Carrying amount $ 12,332 LIBOR reset rates on pay variable rate swaps and Unrealized gross gain -- short-term liabilities. $11.5 billion effective June Unrealized gross loss (10,833) 1995 and $13.0 billion effective September 1995. Total 1,499 Put options on foward swaps 1,000,000 -- 8.08 .47 Paid a premium for the right to terminate $1.0 billion Carrying amount 2,428 of forward interest rate swaps based on interest rates Unrealized gross gain -- in effect in September 1995. Reduces liability Unrealized gross loss (1,587) sensitivity. Total 841 Interest rate cap 67,200 -- -- 1.18 Purchased cap to convert floating rate liabilities to fixed rate if short-term rates rise above 8 percent. Carrying amount 319 Unrealized gross gain 3 Unrealized gross loss (268) Total 54 Short eurodollar futures 3,427,431 -- 6.51 .25 Locks in the 3 month LIBOR reset rates on pay Carrying amount -- variable rate swaps and the 1 month LIBOR rate on Unrealized gross gain 25 short-term liabilities. $390 million effective April Unrealized gross loss (1,752) 1995; $390 million effective May 1995; $2.1 billion Total (1,727) effective June 1995; $283 million effective September Total rate sensitivity $29,000,631 -- % 7.88% .37 $ 667 1995; and $261 million effective December 1995. hedges Offsetting Positions Interest rate floors $ 800,000 6.59% 6.59% 1.21 Consists of $800 million of interest rate floors, of Carrying amount $ (1,388) which $400 million were purchased and offset by $400 Unrealized gross gain 2,792 million sold, locking in gains to be amortized Unrealized gross loss (1,404) over the remaining life of the contracts. Total -- Prime/federal funds cap 4,000,000 4.63 4.63 1.02 In December 1994, the corporation offset an existing Carrying amount 1,709 federal funds cap (purchased) and a prime rate cap Unrealized gross gain 1,014 (written) position by simultaneously purchasing a Unrealized gross loss (2,723) prime rate cap and writing a federal funds cap at Total -- strikes of 6.00 percent and 3.25 percent, respectively. The notional amount of each cap is $1.0 billion. Locks in losses to be amortized over the remaining life of the contracts. Total offsetting positions $4,800,000 4.95% 4.95% 1.06 $ -- *Includes only off-balance sheet derivative financial instruments related to interest rate risk management activities. Prime Rate - The base rate on corporate loans posted by at least 75 percent of the nation's 30 largest banks as defined in The Wall Street Journal. London Interbank Offered Rates (LIBOR) - The average of interbank offered rates on dollar deposits in the London market, based on quotations at five major banks. Weighted average pay rates are generally based upon one to six month LIBOR. Pay rates related to forward interest rate swaps are set on the future effective date. Pay rates reset at predetermined reset dates over the life of the contract. Rates shown are the rates in effect as of March 31, 1995. Weighted average receive rates are fixed rates at the time the contract was transacted. Carrying amount includes accrued interest receivable/payable and unamortized premiums paid/received. T-17 Table 20 OFF-BALANCE SHEET DERIVATIVES - EXPECTED MATURITIES* March 31, 1995 1 Year 1 -2 2 -5 5 -10 After 10 (In thousands) or Less Years Years Years Years Total Asset Rate Conversions Notional amount $ 2,076,053 1,914,785 3,221,358 7,212,196 Weighted average receive rate 6.66 % 7.36 5.37 6.27 Estimated fair value $ (2,264) (438) (146,592) (149,294) Liability Rate Conversions Notional amount $ 430,000 110,000 587,000 1,075,000 750,000 2,952,000 Weighted average receive rate 6.14 % 8.04 6.55 7.21 6.43 6.99 Estimated fair value $ 1,871 2,175 (7,360) 25,666 (75,708) (53,356) Asset Hedge Notional amount $ 1,000,000 - - - - 1,000,000 Weighted average receive rate -% - - - - - Estimated fair value $ (3,125) - - - - (3,125) Rate Sensitivity Hedges Notional amount $ 28,983,431 17,200 - - - 29,000,631 Weighted average receive rate -% - - - - Estimated fair value $ 625 42 - - - 667 Offsetting Positions Notional amount $ - 4,800,000 - - - 4,800,000 Weighted average receive rate -% 4.95 - - - 4.95 Estimated fair value $ - - - - - - *Includes only off-balance sheet derivative financial instruments related to interest rate risk management activities. Pay rates are generally based upon one to six month LIBOR and reset at predetermined reset dates. Current pay rates are not necessarily indicative of future pay rates and therefore have been excluded from the above table. Weighted average pay rates are indicated in Table 19. Table 21 OFF-BALANCE SHEET DERIVATIVES ACTIVITY* Rate Asset Rate Liability Rate Asset Sensitivity Offsetting (In thousands) Conversions Conversions Hedge Hedges Positions Total Balance, December 31, 1994 $ 8,222,116 2,762,500 1,200,000 28,256,000 4,800,000 45,240,616 Additions 120,000 342,000 - 10,053,631 - 10,515,631 Maturities/Amortizations (1,129,920) (152,500) (200,000) (8,309,000) - (9,791,420) Terminations - - - (1,000,000) - (1,000,000) Balance, March 31, 1995 $ 7,212,196 2,952,000 1,000,000 29,000,631 4,800,000 44,964,827 *Includes only off-balance sheet derivative financial instruments related to interest rate risk management activities. T-18 FIRST UNION CORPORATION AND SUBSIDIARIES NET INTEREST INCOME SUMMARIES FIRST QUARTER 1995 FOURTH QUARTER 1994 Interest Average Interest Average Average Income/ Rates Average Income/ Rates (In thousands) Balances Expense Earned/Paid Balances Expense Earned/Paid ASSETS Interest-bearing bank balances $ 689,482 10,147 5.97% $ 879,330 12,342 5.57% Federal funds sold and securities purchased under resale agreements 1,855,472 26,274 5.74 1,507,490 19,473 5.12 Trading account assets (a) 1,310,294 21,360 6.61 1,187,382 19,776 6.61 Securities available for sale (a) 7,993,897 126,046 6.33 8,199,014 121,948 5.93 Investment securities (a) U.S. Government and other 2,474,530 46,902 7.58 2,435,018 46,625 7.66 State, county and municipal 1,190,113 33,761 11.34 1,233,949 35,554 11.53 Total investment securities 3,664,643 80,663 8.80 3,668,967 82,179 8.96 Loans (a) (b) Commercial Commercial, financial and agricultural 16,126,010 323,169 8.13 14,662,782 288,875 7.82 Real estate - construction and other 1,795,504 41,579 9.39 1,722,032 39,020 8.99 Real estate - mortgage 5,435,291 119,344 8.90 5,764,302 125,431 8.63 Lease financing 908,580 22,259 9.80 807,143 19,641 9.73 Foreign 426,788 7,089 6.74 520,581 8,397 6.40 Total commercial 24,692,173 513,440 8.34 23,476,840 481,364 8.14 Retail Real estate - mortgage 14,193,098 268,320 7.56 14,228,831 271,675 7.64 Installment loans - Bankcard 3,993,532 138,477 13.87 3,633,266 124,530 13.71 Installment loans - Other 11,536,143 285,270 10.01 11,244,806 278,590 9.87 Total retail 29,722,773 692,067 9.36 29,106,903 674,795 9.26 Total loans 54,414,946 1,205,507 8.90 52,583,743 1,156,159 8.76 Total earning assets 69,928,734 1,469,997 8.44 68,025,926 1,411,877 8.27 Cash and due from banks 3,261,626 3,265,432 Other assets 4,302,719 4,142,050 Total assets $ 77,493,079 $ 75,433,408 LIABILITIES AND STOCKHOLDERS' EQUITY Interest-bearing deposits Savings and NOW accounts 14,015,277 98,540 2.85 13,259,937 86,455 2.59 Money market accounts 9,504,775 66,326 2.83 10,132,757 67,193 2.63 Other consumer time 18,502,556 226,494 4.96 17,690,805 210,568 4.72 Foreign 3,319,697 45,566 5.57 2,361,927 32,459 5.45 Other time 1,951,836 29,812 6.19 1,669,113 24,289 5.77 Total interest-bearing deposits 47,294,141 466,738 4.00 45,114,539 420,964 3.70 Federal funds purchased and securities sold under repurchase agreements 7,268,262 101,498 5.66 7,490,396 95,168 5.04 Commercial paper 669,792 9,551 5.78 615,930 7,684 4.95 Other short-term borrowings 1,655,853 27,205 6.66 1,601,779 25,238 6.25 Long-term debt 3,576,802 63,217 7.07 3,366,685 61,118 7.26 Total interest-bearing liabilities 60,464,850 668,209 4.48 58,189,329 610,172 4.16 Noninterest-bearing deposits 9,978,428 9,997,860 Other liabilities 1,614,095 1,593,558 Stockholders' equity 5,435,706 5,652,661 Total liabilities and stockholders' equity $ 77,493,079 $ 75,433,408 Interest income and rate earned $1,469,997 8.44% $ 1,411,877 8.27% Interest expense and rate paid 668,209 3.87 610,172 3.56 Net interest income and margin $ 801,788 4.57% $ 801,705 4.71% (a) Yields related to securities and loans exempt from both federal and state income taxes, federal income taxes only or state income taxes only are stated on a fully tax-equivalent basis. They are reduced by the nondeductible portion of interest expense, assuming a federal income tax rate of 35 percent; a North Carolina state tax rate of 7.75 percent in 1995 and 7.8275 percent in 1994; a Georgia and Tennessee state tax rate of 6 percent; a South Carolina state tax rate of 4.5 percent; a Florida state tax rate of 5.5 percent; a Maryland state tax rate of 7 percent; and a Washington, D.C. tax rate of 9.975 percent in 1995 and 10.25 percent in 1994, respectively. T-19 THIRD QUARTER 1994 SECOND QUARTER 1994 FIRST QUARTER 1994 Interest Average Interest Average Interest Average Average Income/ Rates Average Income/ Rates Average Income/ Rates Balances Expense Earned/Paid Balances Expense Earned/Paid Balances Expense Earned/Paid $ 675,188 8,552 5.03 % $ 786,723 9,915 5.06 % $ 687,314 8,740 5.16% 1,469,486 16,354 4.42 1,595,394 13,575 3.41 884,366 6,328 2.90 1,062,744 15,641 5.84 904,729 14,010 6.21 928,576 11,190 4.89 9,777,730 139,512 5.69 11,480,968 152,237 5.31 11,655,783 151,785 5.23 1,715,051 32,076 7.48 1,575,796 27,310 6.93 1,221,890 19,574 6.41 1,248,484 35,694 11.44 1,282,173 37,116 11.58 1,307,801 37,633 11.51 2,963,535 67,770 9.15 2,857,969 64,426 9.02 2,529,691 57,207 9.04 14,001,417 291,147 8.25 13,375,599 281,454 8.44 13,155,105 261,856 8.07 1,588,419 33,731 8.42 1,515,456 28,710 7.60 1,605,390 27,712 7.00 5,964,848 121,637 8.09 5,743,998 110,471 7.71 5,839,560 105,404 7.32 665,678 15,983 9.60 582,340 13,761 9.45 577,342 13,243 9.17 434,532 5,844 5.34 424,662 4,739 4.48 332,993 3,518 4.28 22,654,894 468,342 8.20 21,642,055 439,135 8.14 21,510,390 411,733 7.76 14,239,519 260,489 7.32 13,600,744 247,665 7.28 13,154,439 240,126 7.30 3,088,541 106,859 13.84 2,351,062 85,594 14.56 2,007,730 74,619 14.87 10,029,803 246,678 9.80 9,727,881 232,361 9.57 9,549,628 224,684 9.47 27,357,863 614,026 8.96 25,679,687 565,620 8.82 24,711,797 539,429 8.76 50,012,757 1,082,368 8.62 47,321,742 1,004,755 8.51 46,222,187 951,162 8.29 65,961,440 1,330,197 8.03 64,947,525 1,258,918 7.76 62,907,917 1,186,412 7.59 3,017,964 2,857,885 3,038,166 4,040,685 4,020,590 4,397,425 $ 73,020,089 $71,826,000 $70,343,508 12,449,336 71,848 2.29 12,120,552 64,856 2.15 11,964,371 61,993 2.10 10,483,003 65,849 2.49 10,791,758 62,199 2.31 10,906,396 59,622 2.22 17,042,759 187,185 4.36 16,462,456 171,773 4.19 16,663,990 172,855 4.21 1,958,291 21,840 4.42 1,327,343 14,088 4.26 834,297 7,569 3.68 1,674,511 21,696 5.14 1,567,754 20,266 5.19 1,515,325 16,645 4.45 43,607,900 368,418 3.35 42,269,863 333,182 3.16 41,884,379 318,684 3.09 6,970,468 78,962 4.49 7,511,271 77,201 4.12 7,109,922 65,895 3.76 998,167 11,115 4.42 702,645 7,089 4.05 321,628 2,277 2.87 1,422,176 20,617 5.75 1,486,748 18,739 5.05 1,162,345 10,932 3.82 3,198,320 51,746 6.47 3,138,257 47,702 6.08 3,148,942 38,215 4.85 56,197,031 530,858 3.75 55,108,784 483,913 3.52 53,627,216 436,003 3.29 9,927,448 10,067,077 10,072,065 1,331,994 1,344,882 1,301,135 5,563,616 5,305,257 5,343,092 $ 73,020,089 $71,826,000 $70,343,508 $ 1,330,197 8.03 % $ 1,258,918 7.76 % $ 1,186,412 7.59% 530,858 3.19 483,913 2.98 436,003 2.80 $ 799,339 4.84 % $ 775,005 4.78 % $ 750,409 4.79% (b) The loan averages include loans on which the accrual of interest has been discontinued and are stated net of unearned income. T-20 FIRST UNION CORPORATION AND SUBSIDIARIES NET INTEREST INCOME SUMMARIES YEAR ENDED 1994 Interest Average Average Income/ Rates (In thousands) Balances Expense Earned/Paid ASSETS Interest-bearing bank balances $ 757,440 39,550 5.22 % Federal funds sold and securities purchased under resale agreements 1,366,180 55,729 4.08 Trading account assets (a) 1,021,681 60,617 5.93 Securities available for sale (a) 10,267,532 565,482 5.51 Investment securities (a) U.S. Government and other 1,740,203 125,585 7.22 State, county and municipal 1,267,845 145,997 11.52 Total investment securities 3,008,048 271,582 9.03 Loans (a) (b) Commercial Commercial, financial and agricultural 13,803,412 1,123,333 8.14 Real estate - construction and other 1,608,090 129,173 8.03 Real estate - mortgage 5,828,345 462,942 7.94 Lease financing 658,776 62,628 9.51 Foreign 428,724 22,498 5.25 Total commercial 22,327,347 1,800,574 8.06 Retail Real estate-mortgage 13,810,015 1,019,955 7.39 Installment loans - Bankcard 2,775,476 391,603 14.11 Installment loans -Other 10,142,377 982,312 9.69 Total retail 26,727,868 2,393,870 8.96 Total loans 49,055,215 4,194,444 8.55 Total earnings assets 65,476,096 5,187,404 7.92 Cash and due from banks 3,045,410 Other assets 4,149,188 Total assets $ 72,670,694 LIABILITIES AND STOCKHOLDERS' EQUITY Interest-bearing deposits Savings and NOW accounts 12,452,101 285,151 2.29 Money market accounts 10,576,097 254,863 2.41 Other consumer time 16,968,029 742,381 4.38 Foreign 1,625,575 75,956 4.67 Other time 1,607,283 82,897 5.16 Total interest-bearing deposits 43,229,085 1,441,248 3.33 Federal funds purchased and securities sold under repurchase agreements 7,270,734 317,225 4.36 Commercial paper 661,327 28,166 4.26 Other short-term borrowings 1,419,477 75,526 5.32 Long-term debt 3,213,607 198,781 6.19 Total interest-bearing liabilities 55,794,230 2,060,946 3.69 Noninterest-bearing deposits 10,015,666 Other liabilities 1,393,526 Stockholders' equity 5,467,272 Total liabilities and stockholders' equity $ 72,670,694 Interest income and rate earned $ 5,187,404 7.92 % Interest expense and rate paid 2,060,946 3.15 Net interest income and margin $ 3,126,458 4.77 % (a) Yields related to securities and loans exempt from both federal and state income taxes, federal income taxes only or state income taxes only are stated on a fully tax-equivalent basis. They are reduced by the nondeductible portion of interest expense, assuming a federal income tax rate of 35 percent; a North Carolina state tax rate of 7.8275 percent; a Georgia and Tennenessee state tax rate of 6 percent; a South Carolina state tax rate of 4.5 percent; a Florida state tax rate of 5.5 percent; a Maryland state tax rate of 7 percent; and a Washington, D.C. tax rate of 10.25 percent. T-21 NINE MONTHS 1994 SIX MONTHS 1994 Interest Average Interest Average Average Income/ Rates Average Income/ Rates Balances Expense Earned/Paid Balances Expense Earned/Paid $ 716,364 27,208 5.08 % $ 737,293 18,656 5.10 % 1,318,559 36,256 3.68 1,241,844 19,902 3.23 965,841 40,840 5.65 916,586 25,200 5.54 10,964,614 443,534 5.40 11,567,892 304,022 5.27 1,506,052 78,960 6.99 1,399,821 46,884 6.70 1,279,269 110,443 11.51 1,294,916 74,749 11.54 2,785,321 189,403 9.07 2,694,737 121,633 9.03 13,513,807 834,458 8.26 13,265,962 543,310 8.26 1,569,693 90,153 7.68 1,560,175 56,422 7.29 5,849,927 337,512 7.71 5,791,515 215,875 7.51 608,777 42,987 9.41 579,854 27,004 9.31 397,768 14,101 4.74 379,081 8,257 4.39 21,939,972 1,319,211 8.04 21,576,587 850,868 7.95 13,668,875 748,280 7.30 13,378,825 487,791 7.29 2,486,403 267,072 14.32 2,180,345 160,213 14.70 9,770,863 703,723 9.62 9,639,246 457,045 9.52 25,926,141 1,719,075 8.85 25,198,416 1,105,049 8.79 47,866,113 3,038,286 8.48 46,775,003 1,955,917 8.40 64,616,812 3,775,527 7.80 63,933,355 2,445,330 7.68 2,971,264 2,947,527 4,151,594 4,207,967 $ 71,739,670 $ 71,088,849 12,179,863 198,697 2.18 12,042,894 126,849 2.12 10,725,502 187,670 2.34 10,848,760 121,821 2.26 16,724,456 531,813 4.25 16,562,666 344,628 4.20 1,377,427 43,497 4.22 1,082,182 21,657 4.04 1,586,446 58,607 4.94 1,541,684 36,911 4.83 42,593,694 1,020,284 3.20 42,078,186 651,866 3.12 7,196,709 222,058 4.13 7,311,705 143,096 3.95 676,625 20,481 4.05 513,189 9,366 3.68 1,358,042 50,288 4.95 1,325,443 29,671 4.51 3,162,021 137,663 5.80 3,143,570 85,917 5.47 54,987,091 1,450,774 3.53 54,372,093 919,916 3.41 10,021,667 10,069,557 1,326,116 1,323,129 5,404,796 5,324,070 $ 71,739,670 $ 71,088,849 $ 3,775,527 7.80 % $ 2,445,330 7.68 % 1,450,774 3.00 919,916 2.90 $ 2,324,753 4.80 % $ 1,525,414 4.78 % (b) The loan averages include loans on which the accrual of interest has been discontinued and are stated net of unearned income. T-22 FIRST UNION CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS 1995 1994 First Fourth Third Second First (In thousands except per share data) Quarter Quarter Quarter Quarter Quarter ASSETS Cash and due from banks $ 3,157,119 3,740,691 3,212,888 2,809,958 3,054,037 Interest-bearing bank balances 722,062 945,126 632,206 1,387,532 799,569 Federal funds sold and securities purchased under resale agreements 1,488,462 1,371,025 1,771,643 1,909,486 1,438,561 Total cash and cash equivalents 5,367,643 6,056,842 5,616,737 6,106,976 5,292,167 Trading account assets 1,453,038 1,206,675 1,303,453 933,011 820,876 Securities available for sale 7,298,853 7,752,479 8,226,530 9,709,341 12,665,905 Investment securities 3,634,798 3,729,869 3,179,763 2,995,102 2,539,647 Loans, net of unearned income 55,767,718 54,029,752 51,633,034 48,925,495 46,732,424 Allowance for loan losses (968,828) (978,795) (1,004,298) (1,007,839) (1,014,001) Loans, net 54,798,890 53,050,957 50,628,736 47,917,656 45,718,423 Premises and equipment 1,771,052 1,756,297 1,617,933 1,518,171 1,535,383 Due from customers on acceptances 302,248 218,849 133,928 94,535 220,698 Mortgage servicing rights 80,266 84,898 89,666 79,826 82,102 Credit card premium 54,703 58,494 62,463 67,524 71,538 Other intangible assets 1,172,106 1,198,907 1,091,488 916,606 954,311 Other assets 1,921,011 2,199,238 2,292,421 2,265,653 2,347,323 Total assets $ 77,854,608 77,313,505 74,243,118 72,604,401 72,248,373 LIABILITIES AND STOCKHOLDERS' EQUITY Deposits Noninterest-bearing deposits 10,412,883 10,523,538 10,295,616 10,207,807 10,428,019 Interest-bearing deposits 46,390,022 48,434,735 43,391,435 43,564,453 41,659,772 Total deposits 56,802,905 58,958,273 53,687,051 53,772,260 52,087,791 Short-term borrowings 9,581,076 7,532,343 9,988,596 8,959,378 10,058,342 Bank acceptances outstanding 302,248 218,849 133,928 94,535 220,698 Other liabilities 1,876,219 1,778,009 1,541,549 1,260,203 1,450,652 Long-term debt 3,801,426 3,428,514 3,269,363 3,129,444 3,154,830 Total liabilities 72,363,874 71,915,988 68,620,487 67,215,820 66,972,313 STOCKHOLDERS' EQUITY Preferred stock Class A, authorized 40,000,000 shares Series A, 11% cumulative perpetual; $25.00 stated and liquidation value - - - - - Series A, $2.50 cumulative convertible; no-par value; $25.00 stated and liquidation value - - - - - Series B, none issued - - - - - Series 1990 cumulative perpetual adjustable rate, no par value; $5.00 liquidation value; authorized 10,000,000 shares - - 31,592 31,592 31,592 Common stock, $3.33-1/3 par value; authorized 750,000,000 shares 573,564 586,779 585,948 575,989 564,812 Paid-in capital 1,272,386 1,433,422 1,693,389 1,576,872 1,555,938 Retained earnings 3,741,801 3,591,581 3,482,620 3,327,793 3,165,544 Unrealized loss on debt and equity (97,017) (214,265) (170,918) (123,665) (41,826) securities Total stockholders' equity 5,490,734 5,397,517 5,622,631 5,388,581 5,276,060 Total liabilities and stockholders' $ 77,854,608 77,313,505 74,243,118 72,604,401 72,248,373 equity MEMORANDA Securities available for sale-amortized $ 7,421,417 8,054,592 8,489,477 9,907,974 12,731,630 cost Investment securities-market value 3,730,577 3,742,534 3,269,641 3,104,804 2,696,736 Common stockholders' equity, net of unrealized loss on debt and equity securities $ 5,490,734 5,397,517 5,338,590 5,104,540 4,992,020 Preferred shares outstanding 6,318,350 6,318,350 6,318,350 Common shares outstanding 172,069,353 176,033,912 175,784,527 172,796,786 169,443,814 T-23 FIRST UNION CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME 1995 1994 First Fourth Third Second First (In thousands except per share data) Quarter Quarter Quarter Quarter Quarter INTEREST INCOME Interest and fees on loans $ 1,199,923 1,150,493 1,077,083 999,611 946,151 Interest and dividends on securities available for sale 123,000 119,062 135,621 147,755 147,558 Interest and dividends on investment securities Taxable income 46,313 46,029 31,478 26,632 18,829 Nontaxable income 22,321 23,394 23,490 24,341 24,610 Trading account interest 19,914 18,677 14,799 13,377 10,392 Other interest income 36,421 31,815 24,906 23,490 15,068 Total interest income 1,447,892 1,389,470 1,307,377 1,235,206 1,162,608 INTEREST EXPENSE Interest on deposits 466,738 420,964 368,418 333,182 318,684 Interest on short-term borrowings 138,254 128,090 110,694 103,029 79,104 Interest on long-term debt 63,217 61,118 51,746 47,702 38,215 Total interest expense 668,209 610,172 530,858 483,913 436,003 Net interest income 779,683 779,298 776,519 751,293 726,605 Provision for loan losses 32,500 25,000 25,000 25,000 25,000 Net interest income after provision for loan losses 747,183 754,298 751,519 726,293 701,605 NONINTEREST INCOME Trading account profits 1,536 13,107 10,906 10,247 7,323 Service charges on deposit accounts 110,127 110,782 109,325 107,083 108,022 Mortgage banking income 23,586 20,873 21,401 12,239 19,421 Capital management income 67,413 59,727 63,469 50,380 50,949 Securities available for sale transactions 3,635 (9,926) (2,946) (2,935) 4,300 Investment security transactions 217 411 2,286 694 615 Fees for other banking services 21,928 20,703 16,833 17,959 13,757 Merchant discounts 16,633 16,939 16,257 15,283 14,361 Insurance commissions 11,490 11,870 12,506 10,705 9,990 Sundry income 48,826 57,418 52,562 52,115 51,958 Total noninterest income 305,391 301,904 302,599 273,770 280,696 NONINTEREST EXPENSE Personnel expense 341,659 338,946 326,062 312,718 309,640 Occupancy 59,401 62,006 58,854 56,881 60,391 Equipment rentals, depreciation and maintenance 65,917 63,245 55,987 52,436 56,700 Postage, printing and supplies 31,437 30,046 24,501 23,910 25,282 FDIC insurance 30,162 30,293 29,321 30,155 29,939 Professional fees 17,263 27,637 16,302 12,031 10,908 Owned real estate expense 3,220 3,305 8,785 4,908 5,296 Amortization 43,651 39,754 36,121 32,355 36,378 Sundry 91,992 108,716 126,286 125,826 105,307 Total noninterest expense 684,702 703,948 682,219 651,220 639,841 Income before income taxes 367,872 352,254 371,899 348,843 342,460 Income taxes 130,963 120,705 130,147 119,223 120,001 Net income 236,909 231,549 241,752 229,620 222,459 Dividends on preferred stock 7,029 6,831 6,595 6,201 5,726 Net income applicable to common stockholders before redemption premium 229,880 224,718 235,157 223,419 216,733 Redemption premium on preferred stock 41,355 - - - Net income applicable to common stockholders after redemption premium $ 229,880 183,363 235,157 223,419 216,733 PER COMMON SHARE DATA Net income before redemption premium $ 1.32 1.28 1.35 1.32 1.27 Net income after redemption premium 1.32 1.04 1.35 1.32 1.27 Cash dividends $ .46 .46 .46 .40 .40 Average common shares 173,928,984 176,378,717 174,417,288 169,779,057 170,314,176 T-24 FIRST UNION CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Three Months Ended March 31, (In thousands) 1995 1994 OPERATING ACTIVITIES Net income $ 236,909 222,459 Adjustments to reconcile net income to net cash provided (used) by operating activities Accretion and amortization of securities discounts and premiums (14,126) 13,479 Provision for loan losses 32,500 25,000 Provision for foreclosed properties 715 2,794 Securities available for sale transactions (3,635) (4,300) Investment security transactions (217) (615) Depreciation and amortization 93,625 78,079 Trading account assets, net (246,363) (168,406) Mortgage loans held for resale 140,166 391,190 (Gain) loss on sales of premises and equipment 1,300 (739) Gain on sale of First American segregated assets (6,978) (16,731) Other assets, net 224,032 196,831 Other liabilities, net 98,210 175,936 Net cash provided by operating activities 556,138 914,977 INVESTING ACTIVITIES Increase (decrease) in cash realized from Sales of securities available for sale 1,140,671 2,922,982 Maturities of securities available for sale 84,544 1,204,690 Purchases of securities available for sale (571,830) (5,116,298) Sales and calls of investment securities 8,821 1,334 Maturities of investment securities 102,043 161,975 Purchases of investment securities (18,025) (17,106) Origination of loans, net (1,922,442) (271,920) Sales of premises and equipment 24,964 30,398 Purchases of premises and equipment (90,993) (81,888) Purchases of mortgage servicing rights (192) (3,079) Other intangible assets, net (8,235) - Net cash used by investing activities (1,250,674) (1,168,912) FINANCING ACTIVITIES Increase (decrease) in cash realized from Sales of deposits, net (2,155,368) (1,654,620) Securities sold under repurchase agreements and other short-term borrowings, net 2,048,733 2,804,164 Issuances of long-term debt 427,556 149,270 Payments of long-term debt (54,644) (56,384) Sales of common stock 23,120 7,741 Purchases of common stock (197,371) (46,057) Cash dividends paid (86,689) (73,882) Net cash provided by financing activities 5,337 1,130,232 Increase (decrease) in cash and cash equivalents (689,199) 876,297 Cash and cash equivalents, beginning of period 6,056,842 4,415,870 Cash and cash equivalents, end of period $ 5,367,643 5,292,167 NONCASH ITEMS Increase in foreclosed properties and decrease in loans $ 1,843 6,707 Effect on stockholders' equity of an unrealized gain (loss) on debt and equity securities included in Securities available for sale 179,549 (65,725) Other assets (deferred income taxes) $ 62,301 (23,899) T-25