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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 March 31, 1999
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.
967,899,445 shares of Common Stock, par value $3.33 1/3 per share, were
outstanding as of April 30, 1999.
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First Union Corporation (the "Corporation" or "FUNC") may from time to time
make written or oral "forward-looking statements", including statements
contained in the Corporation's filings with the Securities and Exchange
Commission (including this Quarterly Report on Form 10-Q and the Exhibits hereto
and thereto), in its reports to stockholders and in other communications by the
Corporation, which are made in good faith by the Corporation pursuant to the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995.
These forward-looking statements include, among others, statements with
respect to the Corporation's beliefs, plans, objectives, goals, guidelines,
expectations, anticipations, estimates and intentions that are subject to
significant risks and uncertainties and are subject to change based on various
factors (many of which are beyond the Corporation's control). The words "may",
"could", "should", "would", "believe", "anticipate", "estimate", "expect",
"intend", "plan" and similar expressions are intended to identify
forward-looking statements. The following factors, among others, could cause the
Corporation's financial performance to differ materially from that expressed in
such forward-looking statements: the strength of the United States economy in
general and the strength of the local economies in which the Corporation
conducts operations; the effects of, and changes in, trade, monetary and fiscal
policies and laws, including interest rate policies of the Board of Governors of
the Federal Reserve System; inflation, interest rate, market and monetary
fluctuations; the timely development of competitive new products and services of
the Corporation and the acceptance of these products and services by new and
existing customers; the willingness of customers to substitute competitors'
products and services for the Corporation's products and services and vice
versa; the impact of changes in financial services' laws and regulations
(including laws concerning taxes, banking, securities and insurance);
technological changes; the effect of acquisitions, including, without
limitation, the failure to achieve the expected revenue growth and/or expense
savings from such acquisitions; the growth and profitability of the
Corporation's noninterest or fee income being less than expected; unanticipated
regulatory or judicial proceedings; changes in consumer spending and saving
habits; and the success of the Corporation at managing the risks involved in the
foregoing.
The Corporation cautions that the foregoing list of important factors is
not exclusive. The Corporation does not undertake to update any forward-looking
statement, whether written or oral, that may be made from time to time by or on
behalf of the Corporation.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
The following unaudited consolidated financial statements of the
Corporation within Item 1 include, in the opinion of management, all adjustments
(consisting only of normal recurring adjustments) necessary for fair
presentation of such consolidated financial statements for the periods
indicated.
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FIRST UNION CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF INCOME
CONSOLIDATED STATEMENTS OF CASH FLOWS
The Consolidated Balance Sheets of the Corporation and subsidiaries at
March 31, 1999, March 31, 1998, and December 31, 1998, respectively, set forth
on page T-22 of the Corporation's First Quarter Financial Supplement for the
three months ended March 31, 1999 (the "Financial Supplement"), are incorporated
herein by reference.
The Consolidated Statements of Income of the Corporation and subsidiaries
for the three months ended March 31, 1999 and 1998, set forth on page T-23 of
the Financial Supplement, are incorporated herein by reference.
The Consolidated Statements of Cash Flows of the Corporation and
subsidiaries for the three months ended March 31, 1999 and 1998, set forth on
page T-24 of the Financial Supplement, are incorporated herein by reference.
A copy of the Financial Supplement is being filed as Exhibit (19) to this
Report.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Management's Discussion and Analysis of Financial Condition and Results of
Operations appears on pages 2 through 20 and T-1 through T-24 of the Financial
Supplement and is incorporated herein by reference.
A copy of the Financial Supplement is being filed as Exhibit (19) to this
Report.
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Part II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds.
In the first quarter of 1999, in connection with its stock repurchase
program, the Corporation sold 14 million shares of its common stock at a price
of $50.00 per share to an investment banking firm. In connection therewith, the
Corporation agreed to repurchase the 14 million shares or otherwise settle the
contract, at the Corporation's option, at $50.00 per share (subject to
adjustment for interest costs) later in 1999. The offer and sale of the shares
of common stock by the Corporation were exempt from registration under the
Securities Act of 1933, as amended, pursuant to Section 4(2) thereof because
such offer and sale did not involve a public offering.
Item 4. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of the Stockholders of the Corporation held on April
20, 1999, the following proposals were approved by the holders of the
Corporation's common stock voting as indicated:
1. Proposal to elect the following individuals as directors of the Corporation:
FOR WITHHELD
Class I directors:
Erksine B. Bowles ........... 806,358,031 14,955,606
Robert J. Brown ............. 807,980,311 13,333,326
Edward E. Crutchfield ....... 812,565,543 8,748,094
James E.S. Hynes ............ 813,152,857 8,160,781
Herbert Lotman .............. 812,517,919 8,795,718
Patricia A. McFate .......... 812,678,717 8,634,920
Joseph Neubauer ............. 813,027,370 8,286,125
Ruth G. Shaw ................ 812,749,099 8,564,396
Charles M. Shelton, Jr. ..... 808,587,561 12,725,934
Class II director:
R. Stuart Dickson ........... 813,024,793 8,288,703
2. Proposal to ratify the appointment of KPMG LLP as auditors for the
Corporation in 1999:
FOR AGAINST ABSTAIN
815,342,211 2,010,361 3,967,099
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.*
(12) Computations of Consolidated Ratios of Earnings to Fixed Charges.
(19) The Corporation's First Quarter 1999 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 March 31, 1999, Current Reports on Form 8-K, dated
January 26, 1999, and March 19, 1999, 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: May 5, 1999
By /s/ James H. Hatch
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James H. Hatch
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.*
(12) Computations of Consolidated Ratios of Earnings to Fixed Charges.
(19) The Corporation's First Quarter 1999 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.