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, 1997
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,
1997 and 1996
Statement of Changes in Net Assets Available for Benefits For
the year ended December 31, 1997
Notes to Financial Statements
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes December 31,
1997
Schedule of Reportable Transactions For the year ended
December 31, 1997
Schedule of Nonexempt Transactions For the year ended
December 31, 1997
(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, 1997 and 1996
(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, 1997 and
1996, and the related statement of changes in net assets available for benefits
for the year ended December 31, 1997. 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, 1997 and 1996, and the changes in net assets available for plan
benefits for the year ended December 31, 1997 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, 1997, reportable transactions for the
year ended December 31, 1997, and nonexempt transactions as of December 31,
1997, 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. These supplemental schedules are the responsibility of the Plan's
management. 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 29, 1998
<PAGE>
FIRST UNION CORPORATION
SAVINGS PLAN
Statements of Net Assets Available for Benefits
December 31, 1997 and 1996
<TABLE>
<CAPTION>
Assets 1997 1996
- ------ ----------------- -------------------
<S> <C>
Trust fund managed by First Union National Bank:
Investments, at fair value:
Marketable:
Evergreen U.S. Government Fund $ 32,787,123 31,871,606
Evergreen Balanced Fund 93,388,192 70,560,871
Stable Fund 429,249,734 499,354,907
Evergreen Foundation Fund 135,304,278 80,161,644
Evergreen Fund 209,359,513 141,880,664
FUNB Enhanced Stock Market Fund 182,559,883 88,751,474
First Union Corporation Common Stock Fund 201,871,062 128,276,404
---------------- ------------------
1,284,519,785 1,040,857,570
Not readily marketable:
Participants' loans receivable 63,646,544 57,798,581
---------------- ------------------
Total investments 1,348,166,329 1,098,656,151
---------------- ------------------
Net assets available for benefits $1,348,166,329 1,098,656,151
---------------- ------------------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
FIRST UNION CORPORATION
SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits With Fund Information
For the Year Ended December 31, 1997
<TABLE>
<CAPTION>
--------------- ------------- ------------ --------------- -----------
Evergreen U.S. Evergreen Stable Evergreen Evergreen
Government Fund Balanced Fund Fund Foundation Fund Fund
--------------- ------------- ------------ --------------- -----------
<S> <C>
Investment income:
Interest $ - - - - -
Net appreciation in fair value
of investments 2,558,780 15,532,952 28,968,819 24,120,025 45,392,709
---------------- ------------ ------------ --------------- -----------
Total investment income 2,558,780 15,532,952 28,968,819 24,120,025 45,392,709
---------------- ------------ ------------ --------------- -----------
Employer contributions 612,194 2,864,388 30,320,019 5,300,357 8,848,509
Employee contributions 1,457,713 7,138,564 32,967,458 9,581,869 14,647,465
Net assets acquired through mergers 139 1,179 23,741,316 2,023 2,633
Transfers from other funds 508,424 6,471,191 12,504,975 27,563,905 18,719,805
---------------- ------------ ------------ --------------- -----------
Total additions 5,137,250 32,008,274 128,502,587 66,568,179 87,611,121
---------------- ------------ ------------ --------------- -----------
Participants' withdrawals 3,660,425 6,436,404 75,454,798 8,098,498 14,419,710
Administrative expenses 28,736 81,849 376,212 118,586 183,491
Transfers to other funds 532,572 2,662,700 122,776,750 3,208,461 5,529,071
---------------- ------------ ------------ --------------- -----------
Total deductions 4,221,733 9,180,953 198,607,760 11,425,545 20,132,272
---------------- ------------ ------------ --------------- -----------
Net increase (decrease) in net assets
available for benefits 915,517 22,827,321 (70,105,173) 55,142,634 67,478,849
Net assets available for benefits:
Beginning of year 31,871,606 70,560,871 499,354,907 80,161,644 141,880,664
---------------- ------------ ------------ --------------- -----------
End of year $32,787,123 93,388,192 429,249,734 135,304,278 209,359,513
---------------- ------------ ------------ --------------- -----------
<CAPTION>
----------------- -----------------
---------------- -------------
FUNB Enhanced First Union Participants'
Stock Market Fund Common Stock Fund Loans Receivable Total
----------------- ----------------- ---------------- -------------
<S> <C>
Investment income:
Interest - - 4,662,766 4,662,766
Net appreciation in fair value
of investments 36,882,346 52,511,024 - 205,966,655
----------------- ----------------- ---------------- -------------
Total investment income 36,882,346 52,511,024 4,662,766 210,629,421
----------------- ----------------- ---------------- -------------
Employer contributions 9,150,951 4,965,897 - 62,062,315
Employee contributions 14,445,753 7,307,470 - 87,546,292
Net assets acquired through mergers 2,240 3,808,883 1,004,483 28,562,896
Transfers from other funds 47,128,525 24,029,248 33,248,264 170,174,337
----------------- ----------------- ---------------- -------------
Total additions 107,609,815 92,622,522 38,915,513 558,975,261
----------------- ----------------- ---------------- -------------
Participants' withdrawals 9,009,456 15,467,126 5,618,524 138,164,941
Administrative expenses 160,003 176,928 - 1,125,805
Transfers to other funds 4,631,947 3,383,810 27,449,026 170,174,337
----------------- ----------------- ---------------- -------------
Total deductions 13,801,406 19,027,864 33,067,550 309,465,083
----------------- ----------------- ---------------- -------------
Net increase (decrease) in net assets
available for benefits 93,808,409 73,594,658 5,847,963 249,510,178
Net assets available for benefits:
Beginning of year 88,751,474 128,276,404 57,798,581 1,098,656,151
----------------- ----------------- ---------------- -------------
End of year 182,559,883 201,871,062 63,646,544 1,348,166,329
----------------- ----------------- ---------------- -------------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
FIRST UNION CORPORATION
SAVINGS PLAN
Notes to Financial Statements
December 31, 1997 and 1996
(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 together
with all regulations, revenue rulings and revenue procedures
issued thereunder (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,
1997 and 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.
(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, 1997 and 1996. 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 5.55% - 8.25%
at December 31, 1997, with remaining maturities not greater than 3
years.
Investments at fair value, as determined by quoted market price:
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C>
Evergreen U.S. Government Fund $ 32,787,123 31,871,606
Evergreen Balanced Fund 93,388,192 70,560,871
Evergreen Foundation Fund 135,304,278 80,161,644
Evergreen Fund 209,359,513 141,880,664
FUNB Enhanced Stock Market Fund 182,559,883 88,751,474
First Union Corporation Common Stock Fund
Cash Management Account 13,467,042 4,858,982
First Union Corporation Common Stock 188,404,020 123,417,422
Stable Fund:
First Union Corporation Common Stock - 2,821,412
Mutual Funds - 9,198,698
U.S. Government and Agency securities 28,291,990 31,719,144
Corporate Notes $220,575,424 199,135,090
Investments at cost, which approximates fair value:
Stable Fund:
Cash Management Accounts $ 7,374,256 24,848,122
Commercial Paper 15,761,350 24,638,625
Investment Contracts 152,133,944 199,844,854
Participants' Loans Receivable $ 63,646,544 57,798,581
</TABLE>
In 1997, the Plan's investments (including investments bought, sold and held
during the year) appreciated in value as follows:
Evergreen U.S. Government Fund $ 2,558,780
Evergreen Balanced Fund 15,532,952
Evergreen Foundation Fund 24,120,025
Evergreen Fund 45,392,709
FUNB Enhanced Stock Market Fund 36,882,346
First Union Corporation Common Stock Fund 52,511,024
Stable Fund 28,968,819
------------
Net appreciation in fair value
of investments $205,966,655
------------
(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. The FUNB Enhanced
Stock Market Fund is a collective investment trust managed by First
Union National Bank. The Stable Fund investments are managed by First
Union National Bank. The First Union Corporation Common Stock Fund is
managed by First Union National Bank, and it is principally comprised of
shares of First Union Corporation common stock.
First Union National Bank , a party in interest, serves as the trustee
for the Plan. In 1997, the Plan paid administrative expenses to First
Union National Bank amounting to $1,125,805.
(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.
In November 1996, Center Financial Corporation was acquired by First
Union Corporation. Assets of the Centerbank Savings and Investment Plan
(the Centerbank Plan), which were $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.
During November 1997, Signet Banking Corporation was acquired by First
Union Corporation. Assets of the Signet Banking Corporation Employee
Savings Plan, which were approximately $252million, were transferred to
the Plan on January 2, 1998.
<PAGE>
Schedule 1
----------
FIRST UNION CORPORATION
SAVINGS PLAN
Schedule of Assets Held for Investment Purposes
IRS Form 5500 - Item 27a
December 31, 1997
<TABLE>
<CAPTION>
Number of
Shares or
Par or Face Fair
Value Description Cost Value
- ---------------------- ------------------------------------------------------ ---------------------- ---------------------
<S> <C>
Mutual Funds
- ------------
2,533,215 Evergreen U.S. Government Fund * $ 29,435,963 32,787,123
4,595,616 Evergreen Balanced Fund * 72,570,328 93,388,192
6,288,707 Evergreen Foundation Fund * 106,980,201 135,304,278
8,263,941 Evergreen Fund * 155,708,260 209,359,513
---------------------- ---------------------
Total Mutual Funds 364,694,752 470,839,106
---------------------- ---------------------
Collective Investment Fund
- --------------------------
3,175,963 First Union Enhanced Stock Market Fund * 141,178,225 182,559,883
---------------------- ---------------------
First Union Corporation Common Stock Fund
- -----------------------------------------
3,676,176 First Union Corporation Common Stock * 92,309,201 188,404,020
13,467,042 Valiant General Fund -
Cash Management Account 13,467,042 13,467,042
---------------------- ---------------------
Total First Union Corporation
Common Stock Fund 105,776,243 201,871,062
---------------------- ---------------------
Stable Fund *
- -------------
Cash Management Accounts
------------------------
7,374,256 Valiant General Fund #62 7,374,256 7,374,256
---------------------- ---------------------
Total Cash Management Accounts 7,374,256 7,374,256
---------------------- ---------------------
Commercial Paper
----------------
6,000,000 Merrill Lynch & Co., Inc.
Dated 12/06/97, due
03/18/98 5,912,600 5,912,600
</TABLE>
<PAGE>
Schedule 1
----------
FIRST UNION CORPORATION
SAVINGS PLAN
Schedule of Assets Held for Investment Purposes
IRS Form 5500 - Item 27a
December 31, 1997
<TABLE>
<CAPTION>
Number of
Shares or
Par or Face Fair
Value Description Cost Value
- ---------------------- ------------------------------------------------------ ---------------------- ---------------------
<S> <C>
10,000,000 BTM Capital Corporation
Dated 11/18/97, due
02/18/98 9,848,750 9,848,750
---------------------- ---------------------
Total Commercial Paper 15,761,350 15,761,350
---------------------- ---------------------
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 7,380,893
441,672 Federal Home Mortgage Corporation
Dated 2/01/93
6%, due 2/01/98 440,912 439,601
500,000 Federal Home Loan Banks
Dated 2/16/96
5.14%, due 2/16/98 495,000 499,636
20,000,000 Federal Home Loan Mortgage Corporation
Dated 4/24/97
5.82%, due 4/24/2000 19,980,000 19,971,860
---------------------- ---------------------
Total U.S. Government and Agency
Securities 28,302,254 28,291,990
---------------------- ---------------------
Corporate Notes
---------------
3,289,175 Harley-Davidson Eaglemark
Dated 10/30/96
6%, due 10/15/2000 3,288,378 3,290,886
2,160,766 MMCA Auto Grantor Trust
Dated 12/14/95
5.7%, due 11/15/2000 2,158,692 2,159,729
</TABLE>
<PAGE>
Schedule 1
----------
FIRST UNION CORPORATION
SAVINGS PLAN
Schedule of Assets Held for Investment Purposes
IRS Form 5500 - Item 27a
December 31, 1997
<TABLE>
<CAPTION>
Number of
Shares or
Par or Face Fair
Value Description Cost Value
- ---------------------- ------------------------------------------------------ ---------------------- ---------------------
<S> <C>
1,879,638 TMS Home Equity Loan
Dated 6/01/92
6.9%, due 7/15/2007 1,900,196 1,877,702
12,500,000 Consolidated Edison Co.
Dated 7/06/94
5.95%, due 7/01/99 12,512,800 12,519,663
6,000,000 Countrywide Home Loans, Inc.
Dated 8/30/95,
5.7%, due 8/28/98 5,990,659 5,994,966
19,290,000 Countrywide Home Loans, Inc.
Dated 8/08/96,
5.81%, due 8/28/2000 19,300,802 19,312,241
12,900,000 Dean Witter Discover & Co.
Dated 3/02/94
5.69%, due 3/02/99 12,818,250 12,913,674
3,000,000 Dean Witter Discover & Co.
Dated 2/01/96
5.87%, due 2/01/99 3,004,200 3,006,912
13,000,000 Dean Witter Discover & Co.
Dated 2/12/96
5.77%, due 2/12/98 13,000,000 13,002,912
7,000,000 Ford Motor Credit
Dated 2/15/94,
5.94%, due 2/15/99 7,000,000 6,974,842
2,000,000 Ford Motor Credit
Dated 2/01/94,
5.90%, due 2/01/99 2,004,380 2,001,528
10,000,000 General Motors Acceptance Corp.
Dated 2/01/95,
6%, due 2/02/98 10,001,100 10,002,940
</TABLE>
<PAGE>
Schedule 1
----------
FIRST UNION CORPORATION
SAVINGS PLAN
Schedule of Assets Held for Investment Purposes
IRS Form 5500 - Item 27a
December 31, 1997
<TABLE>
<CAPTION>
Number of
Shares or
Par or Face Fair
Value Description Cost Value
- ---------------------- ------------------------------------------------------ ---------------------- ---------------------
<S> <C>
5,000,000 International Paper Co.
Dated 8/07/96,
5.75%, due 8/09/99 5,000,000 5,002,060
3,400,000 Lehman Brothers Holdings
Dated 11/18/96,
5.95%, due 5/18/99 3,408,874 3,402,553
10,000,000 Lehman Brothers Holdings
Dated 6/22/95,
6.46%, due 6/22/98 10,079,600 10,030,460
10,000,000 Chrysler Lincs
Dated 3/05/96
5.7%, due 2/02/98 10,009,600 10,005,600
10,000,000 Lehman Brothers Holdings
Dated 5/14/96,
6%, due 5/14/99 10,036,970 9,994,210
10,000,000 Potomac Capital Invt. Corp.
Dated 5/21/97,
6.29%, due 5/29/98 10,036,590 10,000,000
10,000,000 Potomac Capital Invt. Corp.
Dated 1/24/96,
5.98%, due 4/24/98 10,000,000 10,006,000
10,000,000 Goldman Sachs
Dated 7/25/97,
5.88%, due 7/26/99 10,000,000 9,992,990
7,500,000 Heller Financial
Dated 4/27/94,
5.88%, due 4/27/99 7,524,068 7,511,820
10,000,000 SouthTrust Bank
Dated 1/06/97,
5.7%, due 1/06/98 9,995,210 9,999,880
</TABLE>
<PAGE>
Schedule 1
----------
FIRST UNION CORPORATION
SAVINGS PLAN
Schedule of Assets Held for Investment Purposes
IRS Form 5500 - Item 27a
December 31, 1997
<TABLE>
<CAPTION>
Number of
Shares or
Par or Face Fair
Value Description Cost Value
- ---------------------- ------------------------------------------------------ ---------------------- ---------------------
<S> <C>
7,000,000 BT Securities Corporation
Dated 2/24/97,
5.88%, due 2/24/2000 7,000,000 6,987,750
10,000,000 Duetschbank
Dated 1/25/96,
5.62%, due 1/23/98 10,000,000 9,998,200
10,100,000 Korea Development Bank Note
Dated 12/07/93,
5.875%, due 12/01/98 10,056,166 9,585,456
15,000,000 Bayerische Vereinsbank
Dated 1/06/96,
5.91%, due 1/09/98 15,000,000 15,000,450
---------------------- ---------------------
Total Corporate Notes 221,126,535 220,575,424
---------------------- ---------------------
Investment Contracts
5,304,973 Allstate Life Insurance Company
Contract #GA5730
8.25%, due 9/5/2000 6,174,687 6,174,687
8,281,027 Commonwealth Insurance
GIC 6.01%, open-ended maturity 8,822,702 8,822,702
10,000,000 Hartford Life Insurance Co.
Dated 4/7/94,
7.15%, due 4/7/99 12,941,904 12,941,904
- Confederation Life Ins.
Dated 1/27/93
GIC 6.55%, due 1/27/98 - -
5,000,000 Canadian Life Assurance Co.
Dated 3/18/93
GIC 5.8%, due 3/18/98 5,227,454 5,227,454
</TABLE>
<PAGE>
Schedule 1
----------
FIRST UNION CORPORATION
SAVINGS PLAN
Schedule of Assets Held for Investment Purposes
IRS Form 5500 - Item 27a
December 31, 1997
<TABLE>
<CAPTION>
Number of
Shares or
Par or Face Fair
Value Description Cost Value
- ---------------------- ------------------------------------------------------ ---------------------- ---------------------
<S> <C>
5,000,000 Sun America
Dated 2/25/94
GIC 6.38%, due 2/25/99 5,269,660 5,269,660
8,000,000 Sun America
Dated 3/01/94
GIC 6.2%, 9/01/98 8,411,017 8,411,017
5,523,437 Metropolitan
Dated 6/29/94
7.34%, due 9/15/99 6,325,865 6,325,865
5,423,114 Contl Assurance
Dated 1/05/93
GIC 8.2%, due 6/05/99 6,306,730 6,306,730
5,423,114 Contl Assurance
Dated 1/05/95
GIC 8.2%, due 6/05/2000 6,306,730 6,306,730
5,573,204 Peoples
Dated 1/07/94
GIC 5.55%, due 3/16/98 6,180,640 6,180,640
5,598,663 New York Life
Dated 10/06/93
GIC 5.62%, due 9/01/98 6,216,748 6,216,748
6,703,540 Protective Life
Dated 1/07/94
GIC 5.9%, due 3/01/99 7,481,379 7,481,379
5,575,787 Protective Life
Dated 1/05/95
GIC 7.39%, due 6/15/99 6,391,625 6,391,625
10,030,401 Protective Life
Dated 4/15/94,
7.17%, due 4/15/99 12,933,740 12,933,740
</TABLE>
<PAGE>
Schedule 1
----------
FIRST UNION CORPORATION
SAVINGS PLAN
Schedule of Assets Held for Investment Purposes
IRS Form 5500 - Item 27a
December 31, 1997
<TABLE>
<CAPTION>
Number of
Shares or
Par or Face Fair
Value Description Cost Value
- ---------------------- ------------------------------------------------------ ---------------------- ---------------------
<S> <C>
5,578,400 Peoples
Dated 7/06/94
GIC 7.42%, due 12/15/99 6,398,655 6,398,655
5,388,167 New York Life
Dated 1/05/95
GIC 8.13%, due 3/01/2000 6,258,312 6,258,312
14,082,937 Prudential
Dated 7/09/92
GAC 7%, due 1/31/98 16,031,169 16,031,169
5,031,399 Pacific
Dated 6/29/95
GAC 6.34%, due 9/01/2000 5,661,090 5,661,090
11,289,414 Principal
GIC 6.75%, due 12/31/98 12,793,837 12,793,837
---------------------- ---------------------
Total Investment Contracts 152,133,944 152,133,944
---------------------- ---------------------
Accrued Receivable on Assets
of the Stable Fund 5,112,770 5,112,770
---------------------- ---------------------
Total Stable Fund 429,811,109 429,249,734
---------------------- ---------------------
Participants' Loans Receivable
63,646,544 Participant's Loans Receivable -
various rates and maturities* 63,646,544 63,646,544
---------------------- ---------------------
Total Investments $ 1,105,106,873 1,348,166,329
---------------------- ---------------------
</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, 1997
<TABLE>
<CAPTION>
Purchase Selling Cost of Net
Description Price Price Asset Gains
- ------------------------------------------ ------------------- ------------------- ------------------- -----------------
<S> <C>
Mutual Funds
Evergreen Balanced Fund $ 38,076,383 30,709,605 25,038,032 5,671,573
Evergreen Foundation Fund $ 61,153,551 30,011,834 25,520,084 4,491,750
Evergreen Fund $ 71,321,476 49,049,484 40,232,857 8,816,627
Collective Investment Fund
First Union Enhanced Stock Market Fund $ 93,889,887 36,801,878 30,923,049 5,878,829
Common Stock Fund
First Union Corporation Common Stock $ 69,154,929 47,893,555 27,072,306 20,821,249
Pooled Investment Fund
Stable Fund $ 156,493,637 244,830,177 223,424,545 21,405,632
</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
($54,932,808) of the current value of the Plan assets ($1,098,656,151) 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.
Schedule 3
----------
First Union Corporation
Savings Plan
Schedule of Nonexempt Transactions
IRS Form 5500 - Item 27e
Schedule 3
For the year ended December 31, 1997
During the Plan Year, the Plan Sponsor substantially modified its payroll
system. Because of programming problems and related issues, participant
contributions were contributed to the trust beyond the maximum time period
described in 29 CFR 2510.3-102. Such contributions have and are being corrected.
The total amount of such participant contributions is $799,975.
<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: Benjamin J. Jolley
Title: Vice President
Date: June 29, 1998
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION LOCATION
- ----------- ----------- --------
(23) Consent of KPMG Peat Marwick LLP Filed herewith
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 29, 1998, relating to the statements of net assets
available for benefits as of December 31, 1997 and 1996, and the statement of
changes in net assets available for benefits for the year ended December 31,
1997, which report appears in the December 31, 1997 annual report on Form 11-K
of the Plan.
KPMG Peat Marwick LLP
Charlotte, North Carolina
June 29,1998
