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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-10000
First Union Corporation
(Exact name of registrant as specified in its charter)
North Carolina 56-0898180
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
First Union Corporation
One First Union Center
Charlotte, North Carolina 28288-0013
(Address of principal executive offices)
(Zip Code)
(704) 374-6565
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
989,417,385 shares of Common Stock, par value $3.33 1/3 per share, were
outstanding as of July 31, 1998.
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First Union Corporation (the "Corporation") may from time to time make
written or oral "forward-looking statements", including statements contained in
the Corporation's filings with the Securities and Exchange Commission
(including this Quarterly Report on Form 10-Q and the Exhibits hereto and
thereto), in its reports to stockholders and in other communications by the
Corporation, which are made in good faith by the Corporation pursuant to the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995.
These forward-looking statements include statements with respect to the
Corporation's beliefs, plans, objectives, goals, expectations, anticipations,
estimates and intentions, that are subject to significant risks and
uncertainties, and are subject to change based on various factors (some of
which are beyond the Corporation's control). The words "may", "could",
"should", "would", "believe", "anticipate", "estimate", "expect", "intend",
"plan" and similar expressions are intended to identify forward-looking
statements. The following factors, among others, could cause the Corporation's
financial performance to differ materially from the plans, objectives,
expectations, estimates and intentions expressed in such forward-looking
statements: the strength of the United States economy in general and the
strength of the local economies in which the Corporation conducts operations;
the effects of, and changes in, trade, monetary and fiscal policies and laws,
including interest rate policies of the Board of Governors of the Federal
Reserve System; inflation, interest rate, market and monetary fluctuations; the
timely development of and acceptance of new products and services of the
Corporation and the perceived overall value of these products and services by
users, including the features, pricing and quality compared to competitors'
products and services; the willingness of users to substitute competitors'
products and services for the Corporation's products and services; the success
of the Corporation in gaining regulatory approval of its products and services,
when required; the impact of changes in financial services' laws and
regulations (including laws concerning taxes, banking, securities and
insurance); technological changes; acquisitions; changes in consumer spending
and saving habits; and the success of the Corporation at managing the risks
involved in the foregoing.
The Corporation cautions that the foregoing list of important factors is
not exclusive. The Corporation incorporates by reference those factors included
in the Corporation's Current Reports on Form 8-K dated July 21, 1997, August
20, 1997, November 18, 1997, November 28, 1997, and December 2, 1997 and the
Corporation's Registration Statement on Form S-4 (Reg. No. 333-44015). The
Corporation does not undertake to update any forward-looking statement, whether
written or oral, that may be made from time to time by or on behalf of the
Corporation.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
The following unaudited consolidated financial statements of the
Corporation within Item 1 include, in the opinion of management, all
adjustments (consisting only of normal recurring adjustments) necessary for
fair presentation of such consolidated financial statements for the periods
indicated.
1
FIRST UNION CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF INCOME
CONSOLIDATED STATEMENTS OF CASH FLOWS
The Consolidated Balance Sheets of the Corporation and subsidiaries at
June 30, 1998, June 30, 1997, and December 31, 1997, respectively, set forth on
page T-28 of the Corporation's Second Quarter Financial Supplement for the six
months ended June 30, 1998 (the "Financial Supplement"), are incorporated
herein by reference.
The Consolidated Statements of Income of the Corporation and subsidiaries
for the three and six months ended June 30, 1998 and 1997, set forth on pages
T-29 and T-30, respectively, of the Financial Supplement, are incorporated
herein by reference.
The Consolidated Statements of Cash Flows of the Corporation and
subsidiaries for the six months ended June 30, 1998 and 1997, set forth on page
T-31 of the Financial Supplement, are incorporated herein by reference.
A copy of the Financial Supplement is being filed as Exhibit (19) to this
Report.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Information related to the Guaranteed Preferred Beneficial Interests in
Corporation's Junior Subordinated Deferrable Interest Debentures can be found
in Exhibit (99)(a) of the Corporation's 1997 Supplemental Annual Report
contained in the Corporation's Current Report on Form 8-K dated May 26, 1998,
in Notes to Consolidated Financial Statements in Note 11 on page C-26, and is
incorporated herein by reference.
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Part II. OTHER INFORMATION
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Management's Discussion and Analysis of Financial Condition and Results of
Operations appears on pages 2 through 22 and T-1 through T-31 of the Financial
Supplement and is incorporated herein by reference.
A copy of the Financial Supplement is being filed as Exhibit (19) to this
Report.
Item 4. Submission of Matters to a Vote of Security Holders.
Information relating to certain proposals voted on at the annual meeting
of the stockholders of the Corporation held on April 21, 1998, is set forth
under Item 4 in the Corporation's 1998 First Quarter Report on Form 10-Q and
incorporated herein by reference.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
Exhibit No. Description
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(4) Instruments defining the rights of security holders, including indentures.*
(10) The Corporation's 1998 Stock Incentive Plan.
(12) Computations of Consolidated Ratios of Earnings to Fixed Charges.
(19) The Corporation's Second Quarter 1998 Financial Supplement.
(27) The Corporation's Financial Data Schedule.**
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* The Corporation agrees to furnish to the Commission upon request, copies of
the instruments, including indentures, defining the rights of the holders
of the long-term debt of the Corporation and its consolidated subsidiaries.
** Filing by Electronic Data Gathering, Analysis and Retrieval System only.
(b) Reports on Form 8-K.
During the quarter ended June 30, 1998, Current Reports on Form 8-K, dated
April 15, 1998, April 23, 1998, May 7, 1998, May 26, 1998, and June 8, 1998,
were filed with the Commission by the Corporation.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FIRST UNION CORPORATION
Date: August 14, 1998
By James H. Hatch
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Senior Vice President and Corporate
Controller
(Principal Accounting Officer)
EXHIBIT INDEX
Exhibit No. Description
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(4) Instruments defining the rights of security holders, including indentures.*
(10) The Corporation's 1998 Stock Incentive Plan.
(12) Computations of Consolidated Ratios of Earnings to Fixed Charges.
(19) The Corporation's Second Quarter 1998 Financial Supplement.
(27) The Corporation's Financial Data Schedule.**
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* The Corporation agrees to furnish to the Commission upon request, copies of
the instruments, including indentures, defining the rights of the holders
of the long-term debt of the Corporation and its consolidated subsidiaries.
** Filing by Electronic Data Gathering, Analysis and Retrieval System only.