SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
- --------------------------------------------------------------------------------
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _____________ to _____________
Commission File Number 1-10000
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
FIRST UNION CORPORATION
SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
FIRST UNION CORPORATION
One First Union Center
Charlotte, North Carolina 28288-0013
<PAGE>
(a) The following financial statements and reports, which
have been prepared pursuant to the requirements of the Employee
Retirement Income Security Act of 1974, are filed as part of this
Annual Report on Form 11-K:
Independent Auditors' Report
Financial Statements:
Statements of Net Assets Available for Benefits
December 31, 1996 and December 30, 1995
Statement of Changes in Net Assets Available for Benefits
For the year ended December 31, 1996
Notes to Financial Statements
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes
December 31, 1996
Schedule of Reportable Transactions
For the year ended December 31, 1996
(b) The following Exhibit is filed as part of this Annual
Report on Form 11-K:
Consent of KPMG Peat Marwick LLP
<PAGE>
FIRST UNION CORPORATION
SAVINGS PLAN
Financial Statements
and Schedules
December 31, 1996 and December 30, 1995
(With Independent Auditors' Report Thereon)
<PAGE>
Independent Auditors' Report
The Human Resources Committee
First Union Corporation
We have audited the accompanying statements of net assets available for benefits
of First Union Corporation Savings Plan (the Plan) as of December 31, 1996 and
December 30, 1995, and the related statement of changes in net assets
available for benefits for the year ended December 31, 1996. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 1996 and December 30, 1995, and the changes in net assets
available for plan benefits for the year ended December 31, 1996 in conformity
with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental schedules of assets held for
investment purposes as of December 31, 1996 and reportable transactions for the
year ended December 31, 1996 are presented for the purpose of additional
analysis and are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The fund information in the statement of changes in net
assets available for benefits is presented for purposes of additional analysis
rather than to present the changes in net assets available for plan benefits of
each fund. The supplemental schedules and fund information have been subjected
to the auditing procedures applied in the audits of the basic financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
KPMG Peat Marwick LLP
Charlotte, North Carolina
June 13, 1997
<PAGE>
FIRST UNION CORPORATION
SAVINGS PLAN
Statements of Net Assets Available for Benefits
December 31, 1996 and December 30, 1995
<TABLE>
<CAPTION>
Assets 1996 1995
- ------ ----------------- -----------------
<S> <C> <C>
Trust fund managed by First Union National
Bank of North Carolina:
Investments, at fair value:
Marketable:
Evergreen U.S. Government Fund $ 31,871,606 11,076,630
Evergreen Balanced Fund 70,560,871 52,407,546
Stable Fund 499,354,907 398,646,714
Evergreen Foundation Fund 80,161,644 23,542,342
Evergreen Fund 141,880,664 21,800,311
FUNB Enhanced Stock Market Fund 88,751,474 9,882,382
First Union Corporation Common Stock Fund 128,276,404 -
----------------- -----------------
1,040,857,570 517,355,925
Not readily marketable:
Participants' loans receivable 57,798,581 41,000,095
----------------- -----------------
Total investments 1,098,656,151 558,356,020
----------------- -----------------
Net assets available for benefits $ 1,098,656,151 558,356,020
================= =================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
FIRST UNION CORPORATION
SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits
For the year ended December 31, 1996
<TABLE>
<CAPTION>
--------------- ------------- ------------- --------------- -------------
Evergreen U.S. Evergreen Stable Evergreen Evergreen
Government Fund Balanced Fund Fund Foundation Fund Fund
--------------- ------------- ------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
Investment income:
Interest $ - - - - -
Net appreciation in fair value
of investments 1,146,105 7,098,187 29,830,949 8,459,376 17,897,504
--------------- ------------- -------------- -------------- -------------
Total investment income 1,146,105 7,098,187 29,830,949 8,459,376 17,897,504
--------------- ------------- -------------- -------------- -------------
Employer contributions 287,648 1,262,507 45,812,001 2,409,368 3,974,120
Employee contributions 1,790,213 8,643,513 41,498,674 8,424,496 10,849,757
Net assets acquired through mergers 26,522,688 57,452 164,161,003 8,737,973 63,263,876
Transfers from other funds 588,515 8,112,218 15,029,585 34,363,694 35,872,074
--------------- ------------- -------------- -------------- -------------
Total additions 30,335,169 25,173,877 296,332,212 62,394,907 131,857,331
--------------- ------------- -------------- -------------- -------------
Participants' withdrawals 3,384,166 3,843,942 67,341,692 2,889,461 7,138,157
Administrative expenses 16,538 36,614 251,572 41,596 73,623
Transfers to other funds 6,139,489 3,139,996 128,030,755 2,844,548 4,565,198
--------------- ------------- -------------- -------------- -------------
Total deductions 9,540,193 7,020,552 195,624,019 5,775,605 11,776,978
--------------- ------------- -------------- -------------- -------------
Net increase in net assets available
for benefits 20,794,976 18,153,325 100,708,193 56,619,302 120,080,353
Net assets available for benefits:
Beginning of year 11,076,630 52,407,546 398,646,714 23,542,342 21,800,311
--------------- ------------- -------------- -------------- -------------
End of year $ 31,871,606 70,560,871 499,354,907 80,161,644 141,880,664
--------------- ------------- -------------- -------------- -------------
</TABLE>
<TABLE>
<CAPTION>
----------------- ----------------- ---------------- -------------
FUNB Enhanced First Union Participants'
Stock Market Fund Common Stock Fund Loans Receivable Total
----------------- ----------------- ---------------- -------------
<S> <C> <C> <C> <C>
Investment income:
Interest $ - - 3,989,241 3,989,241
Net appreciation in fair value
of investments 10,942,213 26,783,828 - 102,158,162
---------------- ---------------- ------------- -------------
Total investment income 10,942,213 26,783,828 3,989,241 106,147,403
---------------- ---------------- ------------- -------------
Employer contributions 3,239,899 1,539,478 - 58,525,021
Employee contributions 7,529,284 2,220,054 - 80,955,991
Net assets acquired through mergers 12,549,231 114,116,809 7,003,913 396,412,945
Transfers from other funds 50,038,120 484,098 38,193,046 182,681,350
---------------- ----------------- -------------- -------------
Total additions 84,298,747 145,144,267 49,186,200 824,722,710
---------------- ----------------- -------------- -------------
Participants' withdrawals 3,024,557 10,429,908 3,156,786 101,208,669
Administrative expenses 46,054 66,563 - 532,560
Transfers to other funds 2,359,044 6,371,392 29,230,928 182,681,350
---------------- ----------------- -------------- -------------
Total deductions 5,429,655 16,867,863 32,387,714 284,422,579
---------------- ----------------- -------------- -------------
Net increase in net assets available
for benefits 78,869,092 128,276,404 16,798,486 540,300,131
Net assets available for benefits:
Beginning of year 9,882,382 - 41,000,095 558,356,020
---------------- ---------------- -------------- -------------
End of year $ 88,751,474 128,276,404 57,798,581 1,098,656,151
---------------- ---------------- -------------- -------------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
FIRST UNION CORPORATION
SAVINGS PLAN
Notes to Financial Statements
December 31, 1996 and December 30, 1995
(1) Description of Plan
The following brief description of the First Union Corporation Savings
Plan (the Plan) is provided for general information purposes only.
Participants should refer to the Plan agreement for more complete
information.
(a) General. First Union Corporation and its subsidiaries (the
Companies) sponsor the Plan, which is designed to promote savings
for retirement. It is a defined contribution plan subject to the
provisions of the Employee Retirement Income Security Act of 1974
(ERISA). Company and employee contributions are held in trust and
earn income tax-free until distributed.
(b) Eligibility, Contributions and Benefits. Under the Plan, an
employee is eligible to participate after one year of service.
Employee contributions, pre-tax and after-tax, are elected by the
participant and cannot exceed 15 percent of the employee's gross
compensation. The percentage of the employer matched contribution
is determined annually by the Board of Directors of First Union
Corporation (First Union), and the contribution amounts are paid
from net income or accumulated earnings in accordance with the
provisions of the Internal Revenue Code of 1986 as amended (the
Code). The employer's matching contribution cannot exceed 6
percent of a participant's base compensation. Participants are
fully vested in their entire account balances at all times.
Four types of withdrawals are allowed under the Plan: normal,
specified cause, hardship and after age 59 1/2. Each type of
withdrawal must be approved by the Human Resources Committee (the
Committee). Participants may withdraw up to their entire account
balance, depending on the type of withdrawal, net of applicable
withholdings and/or loan balances, or a minimum of $1,000. The
amount of tax withholding depends on the type of withdrawal.
Participants may borrow up to 50 percent of the vested balance of
their accounts with a minimum loan of $1,000 and a maximum of
$50,000. Loan balances are charged interest at a fixed rate for
the life of the loan. The interest rate is determined at
origination as the quoted Wall Street Journal prime interest rate
as of the 25th of the preceding month. Loans are made for a
minimum of 12 months or a maximum of 60 months. Loan repayments
are made bi-weekly as a payroll deduction. If a participant
retires or is otherwise terminated, the loan balance must be paid
in full or the outstanding balance will be considered as a
taxable distribution.
Participants, at retirement, may elect to receive a distribution
of their account balances. A participant is considered retired
if: it is the participant's 65th birthday, 50th birthday with 10
or more years of service, or the determination that the
participant is totally disabled. Distributions may be made in a
lump sum, in installments or in a combination of both.
Installment payments must be in multiples of $50 over a period
not to exceed the life expectancy of the participant.
Distribution of a retired participant's account balance must
begin at age 70 1/2.
Although the employer has not expressed any intent to terminate
the Savings Plan and Trust Agreement, it may do so at any time
subject to the provisions of ERISA. If the Plan is terminated,
the accounts of each participant shall be adjusted in accordance
with Plan provisions.
(continued)
<PAGE>
2
FIRST UNION CORPORATION
SAVINGS PLAN
Notes to Financial Statements
(c) Investments. Until September 30, 1993, participants in the Plan
had one investment option, a pro-rata share of various
investments held in the Plan. On October 1, 1993, participants
were given three investment options, one of which included a
pooled fund comprised of these assets, now referred to as the
Stable Fund. In 1995, three additional investment options were
made available. In 1996, participants were given the option of
investing in the First Union Corporation Common Stock Fund.
In 1996, participants were given the option of allocating
employer matching contributions to any of the investment
elections offered by the Plan. In previous Plan years, these
contributions were contributed solely to the Stable Fund.
In accordance with the Plan provisions, Plan earnings are
allocated to participants' accounts on a daily basis.
The investment options available to participants at December 31,
1996 are:
Evergreen U.S. Government Fund - This mutual fund invests
primarily in debt instruments issued or guaranteed by the U.S.
Government or its agencies. Its objective is to provide a high
level of current income consistent with stability of principal.
Evergreen Balanced Fund - This mutual fund maintains a
diversified investment portfolio of common and preferred stocks,
U.S. Government and agency obligations, and corporate bonds. Its
objective is to produce long-term total return through capital
appreciation, dividends and interest income.
Stable Fund - This pooled investment fund invests primarily in
money market instruments, investment contracts, U.S. Government
and agency securities, and corporate notes. Its investment
objective is to provide stable principal value combined with a
yield that is one percentage point or more over the 91-day U.S.
Treasury bills yield.
Evergreen Foundation Fund - This mutual fund invests primarily in
a combination of income producing common stocks, preferred
stocks, convertible securities, corporate and U.S. Government
debt obligations, and short-term debt instruments. Its investment
objective is to provide income, conservation of capital and
capital appreciation.
Evergreen Fund - This mutual fund invests primarily in common
stocks, including securities convertible into or exchangeable for
common stocks of companies which are little-known or relatively
small or special situations, which offer the potential for
capital appreciation. The remainder of its portfolio consists of
securities of relatively well-known and large companies in an
attempt to provide liquidity as well as potential for capital
appreciation.
FUNB Enhanced Stock Market Fund - This collective investment fund
invests primarily in a diversified portfolio of common stocks and
S&P 500 futures contracts. Its investment objective is to provide
a total rate of return equal to or exceeding that of the S&P 500
market index each calendar year.
(continued)
<PAGE>
3
FIRST UNION CORPORATION
SAVINGS PLAN
Notes to Financial Statements
First Union Corporation Common Stock Fund - This fund invests in
First Union Corporation Common Stock. Dividends are reinvested in
additional shares of First Union Corporation Common Stock. Its
primary investment objective is long-term capital appreciation.
(d) Change in Plan Year. In 1996, the Plan changed it's year end
from December 30 to December 31 of each year.
(2) Summary of Significant Accounting Policies
The following are the significant accounting policies followed by the
Plan:
(a) Investments. The specific identification method is used in
determining the cost of securities. Purchases and sales of
securities are recorded on a trade-date basis.
Investments in commercial paper, cash management accounts and
participants' loans receivable are stated at cost which
approximates fair value. Investments in U.S. Government and
Agency Securities, corporate notes, mutual funds, the collective
investment fund and the common stock are stated at fair value,
which is based on closing market quotations (or an estimate
thereof).
In accordance with the American Institute of Certified Public
Accountant's Statement of Position 94-4, the Stable Fund's
holdings of investment contracts are generally stated at contract
value plus accrued interest because they are considered to be
benefit responsive, thus providing reasonable access to the funds
by participants. If Plan management is aware that an event has
occurred that may affect the ability to recover the full value of
a contract, the contract is reported at its estimated realizable
value. Otherwise the fair value of investment contracts
approximates the contract value, including any accrued interest.
Interest and dividends earned on assets in the Stable Fund are
treated as gains in appreciation of the fair value of the fund,
since all income received by the fund is reinvested in the fund
and thus increases the participants' share value.
(b) Basis of Presentation. The accompanying financial statements are
prepared on an accrual basis in accordance with generally
accepted accounting principles.
The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect reported amounts of
assets and liabilities and disclosure of contingent liabilities
at the date of the financial statements, as well as additions and
deductions to and from these amounts during the reporting period.
Actual results could differ from those estimates.
(continued)
<PAGE>
4
FIRST UNION CORPORATION
SAVINGS PLAN
Notes to Financial Statements
(3) Investments
The following table presents the fair values of investments at December
31, 1996 and December 30, 1995. Investments that represent 5 percent or
more of the Plan's net assets are separately identified. The investment
contracts held by the Stable Fund have crediting interest rates of 5.24%
- 8.25% at December 31, 1996, with remaining maturities of 0-5 years.
Investments at fair value, as determined by quoted market price:
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Evergreen U.S. Government Fund $ 31,871,606 11,076,630
Evergreen Balanced Fund 70,560,871 52,407,546
Evergreen Foundation Fund 80,161,644 23,542,343
Evergreen Fund 141,880,664 21,800,311
FUNB Enhanced Stock Market Fund 88,751,474 9,882,382
First Union Corporation Common Stock Fund
Cash Management Account 4,858,982 -
First Union Corporation Common Stock 123,417,422 -
Stable Fund Assets:
First Union Corporation Common Stock 2,821,412 -
Mutual Funds 9,198,698 -
U.S. Government and Agency Securities 31,719,144 25,672,810
Corporate Notes $ 199,135,090 216,902,991
Investments at cost, which approximates fair value:
Stable Fund Assets:
Cash Management Accounts $ 24,848,122 7,030,419
Commercial Paper 24,638,625 46,384,828
Investment Contracts 199,844,854 100,150,709
Participants' Loans Receivable $ 57,798,581 41,000,095
</TABLE>
In 1996, the Plan's investments (including investments bought, sold and
held during the year) appreciated in value as follows:
Evergreen U.S. Government Fund $ 1,146,105
Evergreen Balanced Fund 7,098,187
Evergreen Foundation Fund 8,459,376
Evergreen Fund 17,897,504
FUNB Enhanced Stock Market Fund 10,942,213
Common Stock Fund 26,783,828
Stable Fund 29,830,949
-------------------
Net appreciation in fair value
of investments $ 102,158,162
--------------------
(continued)
<PAGE>
5
FIRST UNION CORPORATION
SAVINGS PLAN
Notes to Financial Statements
(4) Income Taxes
The Internal Revenue Service has determined and informed the Companies
by a letter dated December 3, 1996, that the Plan is qualified and the
trust established under the Plan is tax-exempt under the appropriate
sections of the Code, and accordingly, no provision for income taxes has
been made. The Committee files an annual information return with the
Internal Revenue Service. The Plan has been amended since receiving the
determination letter; however, the Plan administrator believes that the
Plan is currently designed and operated in compliance with the
applicable requirements of the Code.
(5) Transactions with Related Parties
The Evergreen U.S. Government Fund, the Evergreen Balanced Fund, the
Evergreen Foundation Fund and the Evergreen Fund are mutual funds
managed by subsidiaries of First Union National Bank of North Carolina.
The FUNB Enhanced Stock Market Fund is a collective investment trust
managed by First Union National Bank of North Carolina. The Stable Fund
investments are managed by First Union National Bank of North Carolina.
The First Union Corporation Common Stock Fund is managed by First
Union National Bank of North Carolina, and it is principally comprised
of shares of First Union Corporation common stock.
First Union National Bank of North Carolina, a party in interest, serves
as the trustee for the Plan. In 1996, the Plan paid administrative
expenses to First Union National Bank of North Carolina amounting to
$532,560.
(6) Mergers with Financial Institutions
Employees of institutions acquired by the Companies are allowed to
participate in the Plan as of the consummation date of each respective
merger. As a result of acquisitions by the Companies, assets of
qualified Plans are transferred into the Plan. The most significant plan
merged into the Plan during 1996 was the First Fidelity Bancorporation
Savings Plan, with assets of approximately $370 million.
In November 1996, Center Financial Corporation was acquired by First
Union Corporation. Assets of the Centerbank Savings and Investment Plan
(the Centerbank Plan), which totaled approximately $15 million at
December 31, 1996, were legally merged into the Plan in December 1996.
At December 31, 1996, the assets of the Centerbank Plan had not yet been
transferred into the Plan's primary trust account. In March 1997, the
Putnam Income Fund, Putnam Growth and Income Fund, Putnam Diversified
Income Fund, Putnam Voyager Fund, Putnam Stable Value Fund, and the
First Union Corporation Common Stock of the Centerbank Plan were
liquidated and the proceeds were used to purchase units of the Plan's
Stable Fund. Participants' Loans Receivable of the Centerbank Plan were
merged into the Participants' Loans Receivable of the Plan. In the
accompanying 1996 financial statements, the Centerbank Plan investments
are reflected as a part of the Plan's Stable Fund and Participants'
Loans Receivable.
<PAGE>
Schedule 1
FIRST UNION CORPORATION
SAVINGS PLAN
Schedule of Assets Held for Investment Purposes
IRS Form 5500 - Item 27a
December 31, 1996
<TABLE>
<CAPTION>
Number of
Shares or
Par or Face Fair
Value Description Cost Value
- ---------------------- ------------------------------------------------------ ---------------------- ---------------------
Mutual Funds
<S> <C> <C>
2,673,694 Evergreen U.S. Government Fund * $ 30,095,833 31,871,606
4,204,923 Evergreen Balanced Fund * 59,532,191 70,560,871
4,633,404 Evergreen Foundation Fund * 71,346,732 80,161,644
7,287,262 Evergreen Fund * 124,620,446 141,880,664
---------------------- ---------------------
Total Mutual Funds 285,595,202 324,474,785
---------------------- ---------------------
Collective Investment Fund
2,060,086 First Union Enhanced Stock Market Fund * 78,211,508 88,751,474
---------------------- ---------------------
First Union Corporation Common Stock Fund
1,667,803 First Union Corporation Common Stock * 60,970,190 123,417,422
4,858,982 Valiant General Fund -
Cash Management Account 4,858,982 4,858,982
---------------------- ---------------------
Total Common Stock Fund 65,829,172 128,276,404
---------------------- ---------------------
Stable Fund *
38,127 First Union Corporation Common Stock * 2,682,711 2,821,412
Mutual Funds
181,797 Putnam Income Fund 1,220,629 1,274,400
275,393 Putnam Growth & Income Fund 4,123,540 4,962,584
34,402 Putnam Diversified Income Fund 412,658 428,643
157,138 Putnam Voyager Fund 2,364,968 2,533,071
---------------------- ---------------------
Total Mutual Funds 8,121,795 9,198,698
---------------------- ---------------------
Cash Management Accounts
13,209,350 Valiant General Fund #62 13,209,350 13,209,350
</TABLE>
Schedule 1
FIRST UNION CORPORATION
SAVINGS PLAN
Schedule of Assets Held for Investment Purposes
IRS Form 5500 - Item 27a
December 31, 1996
<TABLE>
<CAPTION>
Number of
Shares or
Par or Face Fair
Value Description Cost Value
- ------------ ---------------------------------------- --------------------- ---------------------
<S> <C> <C> <C>
11,638,772 FUNB-NC Money Market Account * 11,638,772 11,638,772
--------------------- ---------------------
Total Cash Management Accounts 24,848,122 24,848,122
--------------------- ---------------------
Commercial Paper
5,000,000 Merrill Lynch & Co., Inc.
3/A3 Years 1&2 Dated
5/09/96, due 1/08/97 4,946,700 4,946,700
10,000,000 Strategic Asset FDG Corp.
3/A3 Years 1&2 Dated
9/24/96, due 1/31/97 9,828,931 9,828,931
10,000,000 Tri-Lateral Inc.
4/2 Years 1&2 Dated
10/24/96, due 1/24/97 9,862,994 9,862,994
--------------------- ---------------------
Total Commercial Paper 24,638,625 24,638,625
--------------------- ---------------------
U.S. Government and Agency Securities
7,380,000 Federal Farm Credit Banks
Dated 12/11/95
5.85%, due 9/11/98 7,386,342 7,375,018
10,000,000 Federal Home Loan Banks
Series VW Dated 6/16/94
5.775%, due 6/16/97 10,000,000 10,023,470
500,000 Federal Home Loan Banks
Dated 2/16/96
5.14%, due 2/16/98 495,000 496,672
3,500,000 Federal National Mortgage Association
Dated 6/27/95
6.36%, due 7/1/98 3,516,205 3,501,456
10,000,000 Federal National Mortgage Association
Dated 10/12/95
5.5625%, due 10/15/97 10,011,000 10,006,200
</TABLE>
<PAGE>
Schedule 1
FIRST UNION CORPORATION
SAVINGS PLAN
Schedule of Assets Held for Investment Purposes
IRS Form 5500 - Item 27a
December 31, 1996
<TABLE>
<CAPTION>
Number of
Shares or
Par or Face Fair
Value Description Cost Value
- ------------ ---------------------------------------- --------------------- ---------------------
<S> <C> <C> <C>
316,158 Federal National Mortgage Association
Dated 6/01/92
7%, due 6/25/97 316,256 316,328
--------------------- ---------------------
Total U.S. Government and Agency
Securities 31,724,803 31,719,144
--------------------- ---------------------
Corporate Notes
10,000,000 Chrysler Financial Corp.
Dated 7/19/95
5.765%, due 7/21/97 9,989,700 10,006,679
7,500,000 Consolidated Edison Co.
Dated 7/6/94
5.95%, due 7/01/99 7,500,000 7,512,786
6,000,000 Countrywide Home Loans, Inc.
Dated 8/30/95
5.7%, due 8/28/98 5,990,659 5,996,232
12,900,000 Dean Witter Discover & Co.
Dated 3/02/94
5.69%, due 3/02/99 12,818,250 12,914,395
3,000,000 Dean Witter Discover & Co.
Dated 2/01/96
5.87%, due 2/01/99 3,004,200 3,009,492
13,000,000 Dean Witter Discover & Co.
Dated 2/12/96
5.77%, due 2/12/98 13,000,000 13,015,833
7,000,000 Ford Motor Credit
Dated 2/15/94
5.94%, due 2/15/99 7,000,000 6,982,961
4,000,000 Ford Motor Credit
Dated 10/21/94
6.02%, due 10/21/97 4,004,508 4,007,303
</TABLE>
<PAGE>
Schedule 1
FIRST UNION CORPORATION
SAVINGS PLAN
Schedule of Assets Held for Investment Purposes
IRS Form 5500 - Item 27a
December 31, 1996
<TABLE>
<CAPTION>
Number of
Shares or
Par or Face Fair
Value Description Cost Value
- ------------ ---------------------------------------- --------------------- ---------------------
<S> <C> <C> <C>
10,000,000 General Motors Acceptance Corp.
Dated 2/01/95
6.07%, due 2/02/98 10,001,100 10,024,120
10,000,000 General Motors Acceptance Corp.
Dated 9/14/92
6.25%, due 9/12/97 10,002,690 10,035,759
10,000,000 General Motors Acceptance Corp.
Dated 6/12/95
5.73%, due 6/12/97 9,995,314 10,008,539
5,000,000 International Paper Co.
Dated 8/07/96
5.94%, due 8/09/99 5,000,000 5,005,444
10,000,000 Lehman Brothers Holdings
Dated 6/22/95
6.46%, due 6/22/98 10,079,600 10,076,250
10,000,000 Chrysler Lincs
Dated 3/05/96
5.7%, due 2/02/98 10,009,600 10,009,600
7,075,000 Merrill Lynch & Co., Inc.
Dated 4/07/94
5.49%, due 4/07/97 7,031,586 7,072,219
6,000,000 Old Kent Elmhurst
Dated 2/17/95
7.5%, due 2/17/97 6,115,560 6,013,373
10,000,000 Potomac Capital Invt. Corp.
Dated 1/24/96
5.975%, due 4/24/98 10,000,000 10,001,500
10,000,000 Potomac Capital Invt. Corp.
Dated 1/25/96
5.925%, due 7/25/97 10,003,250 10,004,700
</TABLE>
<PAGE>
Schedule 1
FIRST UNION CORPORATION
SAVINGS PLAN
Schedule of Assets Held for Investment Purposes
IRS Form 5500 - Item 27a
December 31, 1996
<TABLE>
<CAPTION>
Number of
Shares or
Par or Face Fair
Value Description Cost Value
- ------------ ---------------------------------------- --------------------- ---------------------
<S> <C> <C> <C>
15,000,000 Bayerische Vereinsbank
Dated 1/09/96
5.91%, due 1/09/98 15,000,000 15,016,200
10,000,000 Deutschbank
Dated 1/25/96
5.62%, due 1/23/98 10,000,000 9,980,100
9,182,132 Harley-Davidson Eaglemark
Dated 10/30/96
6%, due 10/15/2000 9,179,906 9,194,160
5,199,814 Lehman FHA Title I Loan
Dated 11/01/95
6.68%, due 11/25/2011 5,206,314 5,212,398
5,475,718 MMCA Auto Grantor
Dated 12/14/95
5.7%, due 11/15/2000 5,469,729 5,480,755
2,556,592 TMS Home Equity Loan
Dated 6/01/92
6.9%, due 7/15/2007 2,584,555 2,554,292
---------------------- ---------------------
Total Corporate Notes 198,986,521 199,135,090
---------------------- ---------------------
Investment Contracts
2,522,166 Putnam Stable Value Fund 2,522,166 2,522,166
8,281,027 Commonwealth Insurance
GIC 6.01%, open-ended maty 8,322,582 8,322,582
5,000,000 Business Men's Assurance Co.
Dated 5/26/92
GIC 7.46%, due 5/26/97 5,217,512 5,217,512
5,000,000 Protective Life Insurance Co.
Dated 8/18/92
GIC 6.43%, due 8/18/97 5,117,132 5,117,132
</TABLE>
<PAGE>
Schedule 1
FIRST UNION CORPORATION
SAVINGS PLAN
Schedule of Assets Held for Investment Purposes
IRS Form 5500 - Item 27a
December 31, 1996
<TABLE>
<CAPTION>
Number of
Shares or
Par or Face Fair
Value Description Cost Value
- ------------ ---------------------------------------- --------------------- ---------------------
<S> <C> <C> <C>
5,000,000 Business Men's Assurance Co.
Dated 8/18/92
GIC 6.51%, due 8/18/97 5,116,761 5,116,761
5,174,195 Confederation Life Ins.
Dated 1/27/93
GIC 6.55%, due 1/27/98 5,174,195 4,915,485
5,000,000 Canadian Life Assurance Co.
Dated 3/18/93
GIC 5.8%, due 3/18/98 5,227,454 5,227,454
5,000,000 Sun America
Dated 2/25/94
GIC 6.38%, due 2/25/99 5,268,767 5,268,767
8,000,000 Sun America
Dated 3/01/94
GIC 6.2%, 9/01/98 8,413,789 8,413,789
10,000,000 Hartford Life Insurance Co.
Dated 4/07/94
GIC 7.15%, due 4/07/99 12,078,305 12,078,305
10,030,401 Protective Life Ins.
Dated 4/15/94
GIC 7.17%, due 4/15/99 12,068,433 12,068,433
10,000,000 Metropolitan Life Ins. Co.
Dated 5/11/94
GIC 7%, due 5/31/97 11,956,536 11,956,536
5,423,114 Contl Assurance
Dated 1/05/93
GIC 8.2%, due 6/05/99 5,828,771 5,828,771
5,423,114 Contl Assurance
Dated 1/05/95
GIC 8.2%, due 6/05/2000 5,828,771 5,828,771
</TABLE>
<PAGE>
Schedule 1
FIRST UNION CORPORATION
SAVINGS PLAN
Schedule of Assets Held for Investment Purposes
IRS Form 5500 - Item 27a
December 31, 1996
<TABLE>
<CAPTION>
Number of
Shares or
Par or Face Fair
Value Description Cost Value
- ------------ ---------------------------------------- --------------------- ---------------------
<S> <C> <C> <C>
10,212,340 Provident
Dated 7/09/93
GIC 5.24%, due 6/30/97 10,703,867 10,703,867
5,573,204 Peoples
Dated 1/07/94
GIC 5.55%, due 3/16/98 5,855,665 5,855,665
5,598,663 New York Life
Dated 10/06/93
GIC 5.62%, due 9/01/98 5,885,986 5,885,986
6,703,540 Protective Life
Dated 1/07/94
GIC 5.9%, due 3/01/99 7,064,570 7,064,570
5,575,787 Protective Life
Dated 1/05/95
GIC 7.39%, due 6/15/99 5,951,788 5,951,788
5,523,437 Metropolitan
Dated 6/29/94
GIC 7.34%, due 9/15/99 5,893,297 5,893,297
5,578,400 Peoples
Dated 7/06/94
GIC 7.42%, due 12/15/99 5,956,670 5,956,670
5,388,167 New York Life
Dated 1/05/95
GIC 8.13%, due 3/01/2000 5,787,780 5,787,780
5,304,973 Allstate
Dated 12/20/94
GIC 8.25%, due 9/05/2000 5,704,099 5,704,099
5,154,720 John Hancock
Dated 6/29/95
GAC 6%, due 9/30/97 5,437,030 5,437,030
</TABLE>
<PAGE>
Schedule 1
FIRST UNION CORPORATION
SAVINGS PLAN
Schedule of Assets Held for Investment Purposes
IRS Form 5500 - Item 27a
December 31, 1996
<TABLE>
<CAPTION>
Number of
Shares or
Par or Face Fair
Value Description Cost Value
- ------------ ---------------------------------------- --------------------- ---------------------
<S> <C> <C> <C>
14,082,937 Prudential
Dated 7/09/92
GAC 7%, due 1/31/98 14,982,401 14,982,401
5,031,399 Pacific
Dated 6/29/95
GAC 6.34%, due 9/01/2000 5,324,646 5,324,646
11,289,414 Principal
GIC 6.75%, due 12/31/98 11,986,049 11,986,049
5,151,120 Transamerica
Dated 6/29/95
GAC 5.9%, due 3/31/97 5,428,542 5,428,542
---------------------- ---------------------
Total Investment Contracts 200,103,564 199,844,854
---------------------- ---------------------
Accrued Receivable on Assets
of the Stable Fund 7,148,962 7,148,962
---------------------- ---------------------
Total Stable Fund 498,255,103 499,354,907
---------------------- ---------------------
Participants' Loans Receivable
57,798,581 Participant's Loans Receivable -
various rates and maturities* 57,798,581 57,798,581
---------------------- ---------------------
Total Investments $ 985,689,566 1,098,656,151
---------------------- ---------------------
</TABLE>
* Denotes a Party-in-Interest
<PAGE>
Schedule 2
FIRST UNION CORPORATION
SAVINGS PLAN
Schedule of Reportable Transactions
IRS Form 5500 - Item 27d
For the year ended December 31, 1996
<TABLE>
<CAPTION>
Purchase Selling Cost of Net
Description Price Price Asset Gains
- ---------------------------------------- --------------- --------------- -------------- --------------
<S> <C> <C> <C> <C>
Mutual Funds
Evergreen Balanced Fund $ 42,562,884 31,471,069 27,149,373 4,321,697
Evergreen Foundation Fund $ 63,493,239 23,947,860 22,816,298 1,131,562
Evergreen Fund $ 76,052,937 37,026,993 34,838,294 2,188,699
Collective Investment Fund
First Union Enhanced Stock Market Fund $ 71,961,402 16,464,648 15,407,725 1,056,922
Common Stock Fund
First Union Corporation Common Stock $ 26,990,345 38,955,877 22,193,702 16,762,175
Pooled Investment Fund
FUNB Stable Fund $ 147,976,296 235,870,005 218,502,558 17,367,447
</TABLE>
Note 1: The transactions set forth herein are those that individually or in the
aggregate, by security or person, involve an amount in excess of five percent
($27,917,801) of the current value of the Plan assets ($558,356,020) at the
beginning of the Plan Year.
Note 2: There was no lease rental or transaction expense incurred with any of
the above transactions. Additionally, the current value of each asset at its
transaction date was the same as its purchase price for new purchases and its
selling price for investment sales.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the plan administrator has duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.
FIRST UNION CORPORATION
SAVINGS PLAN
By:
-------------------------------------------
Name: Ben J. Jolley
Title: Vice President
Date: June 23, 1997
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Location
- ------------ -------------------- -------------
(23) Consent of KPMG Peat Marwick LLP Filed herewith
<PAGE>
Exhibit (23)
Consent of KPMG Peat Marwick LLP
The Human Resources Committee
First Union Corporation
We consent to the incorporation by reference in the Registration Statement (No.
333-11613) on Form S-8 of the First Union Corporation Savings Plan (the Plan),
of our report dated June 13, 1997, relating to the statements of net assets
available for benefits as of December 31, 1996 and December 30, 1995, and the
statement of changes in net assets available for benefits for the year ended
December 31, 1996, which report appears in the December 31, 1996 annual report
on Form 11-K of the Plan.
KPMG Peat Marwick LLP
Charlotte, North Carolina
June 23, 1997
<PAGE>
