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:
QUESTPOINT 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:
Report of Independent Auditors.
Financial Statements:
Statement of Net Assets Available
for Plan Benefits, with Fund Information,
December 31, 1997.
Statement of Changes in Net Assets Available
for Plan Benefits, with Fund Information,
Year ended December 31, 1997
Notes to Financial Statements.
Line 27-a--Assets Held for Investment Purposes.
Line 27-d--Reportable Transactions.
(b) The following Exhibit is filed as part of this Annual
Report on Form 11-K:
Consent of Ernst & Young LLP.
<PAGE>
Financial Statements
and Supplemental Schedules
QuestPoint Savings Plan
YEAR ENDED DECEMBER 31, 1997
WITH REPORT OF INDEPENDENT AUDITORS
<PAGE>
QuestPoint Savings Plan
Financial Statements and
Supplemental Schedules
Year ended December 31, 1997
CONTENTS
<TABLE>
<CAPTION>
<S> <C>
Report of Independent Auditors...........................................................................1
Audited Financial Statements
Statement of Net Assets Available for Plan Benefits, with Fund Information, December 31, 1997............2
Statement of Changes in Net Assets Available for Plan Benefits, with Fund
Information, Year ended December 31, 1997.............................................................3
Notes to Financial Statements............................................................................4
Supplemental Schedules
Line 27a--Assets Held for Investment Purposes...........................................................11
Line 27d--Reportable Transactions.......................................................................12
</TABLE>
<PAGE>
Report of Independent Auditors
The Board of Directors
First Union Corporation
We have audited the accompanying statement of net assets available for plan
benefits of the QuestPoint Savings Plan as of December 31, 1997, and the related
statement of changes in net assets available for benefits for the year then
ended. 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 audit.
We conducted our audit 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 audit provides 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 at
December 31, 1997 and the changes in its net assets available for plan benefits
for the year then ended, in conformity with generally accepted accounting
principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of assets held for investment purposes as of December 31, 1997 and reportable
transactions for the year then ended, are presented for purposes of complying
with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974, and are
not a required part of the basic financial statements. The Fund Information in
the statement of net assets available for benefits and the statement of changes
in net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for benefits and
changes in net assets available for benefits of each fund. The supplemental
schedules and Fund Information have been subjected to the auditing procedures
applied in our audit of the financial statements and, in our opinion, are fairly
stated in all material respects in relation to the financial statements taken as
a whole.
Philadelphia, PA
April 28, 1998 Ernst & Young LLP
1
<PAGE>
QuestPoint Savings Plan
Statement of Net Assets Available for Plan Benefits, with Fund Information
December 31, 1997
<TABLE>
<CAPTION>
FUND INFORMATION
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
GROWTH SHORT-TERM CASH EQUITY
COMMON EQUITY BOND INTERMEDIATE RESERVE BALANCED INDEX
TOTAL STOCK FUND FUND FUND BOND FUND FUND FUND FUND
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value
(cost $3,230,885):
CoreStates Financial
Corp
Common Stock $ 1,029,253 $ 1,029,253 $ - $ - $ - $ - $ - $ -
Mutual funds 2,490,064 3,309 582,584 27,410 157,645 424,486 348,780 592,011
Participants' notes
receivable 143,043 - - - - - - -
-------------------------------------------------------------------------------------------------
Total investments 3,662,360 1,032,562 582,584 27,410 157,645 424,486 348,780 592,011
Receivables:
Due from broker 37,694 5,210 - 9,702 - - 4,320 9,234
Accrued investment income 13,672 6,239 - 138 771 - 1,798 1,896
Interfund receivable 2,592 - - - - - - -
Cash 37,583 2,846 21,625 - 10,263 - - -
-------------------------------------------------------------------------------------------------
Total assets 3,753,901 1,046,857 604,209 37,250 168,679 424,486 354,898 603,141
LIABILITIES
Interfund payable 2,592 - - - - 2,592 - -
Due to broker 20,581 - 11,107 - 7,263 - - -
Other liabilities 35,543 - - 9,542 - 21,978 719 349
-------------------------------------------------------------------------------------------------
Total liabilities 58,716 - 11,107 9,542 7,263 24,570 719 349
-------------------------------------------------------------------------------------------------
Net assets available for Plan
benefits $ 3,695,185 $ 1,046,857 $ 593,102 $ 27,708 $ 161,416 $ 399,916 $ 354,179 $ 602,792
=================================================================================================
<PAGE>
<CAPTION>
FUND INFORMATION
---------------------------------------------------
---------------------------------------------------
INTERNATIONAL EMPLOYEE
GROWTH EQUITY LOAN CONTRIBUTION
FUND FUND FUND FUND
---------------------------------------------------
<S> <C> <C> <C> <C>
ASSETS
Investments, at fair value
(cost $3,230,885):
CoreStates Financial
Corp
Common Stock $ - $ - $ - $ -
Mutual funds 212,328 128,204 189 13,118
Participants' notes
receivable - - 143,043 -
---------------------------------------------------
Total investments 212,328 128,204 143,232 13,118
Receivables:
Due from broker 9,228 - - -
Accrued investment income 2,759 71 - -
Interfund receivable - - 2,592 -
Cash - 2,790 - 59
---------------------------------------------------
Total assets 224,315 131,065 145,824 13,177
LIABILITIES
Interfund payable - - - -
Due to broker - 2,211 - -
Other liabilities 2,955 - - -
---------------------------------------------------
Total liabilities 2,955 2,211 - -
---------------------------------------------------
Net assets available for Plan
benefits $ 221,360 $ 128,854 $ 145,824 $ 13,177
===================================================
</TABLE>
SEE ACCOMPANYING NOTES.
2
<PAGE>
QuestPoint Savings Plan
Statement of Changes in Net Assets Available for Plan Benefits, with Fund
Information
Year ended December 31, 1997
<TABLE>
<CAPTION>
FUND INFORMATION
---------------------------------------------------------------------------------------
GROWTH SHORT-TERM CASH EQUITY
COMMON EQUITY BOND INTERMEDIATE RESERVE BALANCED INDEX
TOTAL STOCK FUND FUND FUND BOND FUND FUND FUND FUND
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Contributions:
Employer $ 726,188 $ - $ - $ - $ - $ - $ - $ -
Employee 788,359 - - - - - - -
Rollovers 101,036 21,098 1,932 2,550 2,603 - 18,178 10,042
---------------------------------------------------------------------------------------
Total contributions 1,615,583 21,098 1,932 2,550 2,603 - 18,178 10,042
Transfer from FTI 401(k) Savings
and Retirement Plan 281,618 - - - - - - -
Transfer from CoreStates
Financial
Corp Employee Stock Ownership
and Savings Plan 1,369,671 411,819 213,356 26,139 50,195 81,829 189,857 215,300
Investment income:
Interest and dividends 42,897 591 1,476 846 5,503 16,111 5,286 6,253
Dividends on CoreStates
Financial
Corp Common Stock 16,285 16,285 - - - - - -
Distribution of mutual fund
income 95,551 - 38,352 - - - 17,967 17,603
---------------------------------------------------------------------------------------
Total investment income 154,733 16,876 39,828 846 5,503 16,111 23,253 23,856
Net realized and unrealized
appreciation (depreciation)
of
investments 422,039 285,595 61,975 639 2,067 - 6,130 72,211
Participants' withdrawals (126,430) (3,722) - - - - - -
Participants' interfund
transfers - 315,191 276,011 (2,466) 101,048 301,976 116,761 281,383
Other miscellaneous
disbursements (22,029) - - - - - - -
---------------------------------------------------------------------------------------
Increase in net assets
available for
Plan benefits during the year 3,695,185 1,046,857 593,102 27,708 161,416 399,916 354,179 602,792
Net assets available for Plan
benefits
at beginning of year - - - - - - - -
---------------------------------------------------------------------------------------
Net assets available for Plan
benefits
at end of year $3,695,185 $1,046,857 $ 593,102 $ 27,708 $ 161,416 $ 399,916 $ 354,179 $ 602,792
=======================================================================================
<PAGE>
<CAPTION>
FUND INFORMATION
----------------------------------------------------------------------------------
INTERNATIONAL EMPLOYEE
GROWTH EQUITY LOAN CONTRIBUTION DISTRIBUTION
FUND FUND FUND FUND FUND
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Contributions:
Employer $ - $ - $ - $ 726,188 $ -
Employee - - - 788,359 -
Rollovers 15,760 28,873 - - -
----------------------------------------------------------------------------------
Total contributions 15,760 28,873 - 1,514,547 -
Transfer from FTI 401(k) Savings
and Retirement Plan - - - 281,618 -
Transfer from CoreStates
Financial
Corp Employee Stock Ownership
and Savings Plan 83,537 5,302 92,337 - -
Investment income:
Interest and dividends 2,791 207 2,603 1,158 72
Dividends on CoreStates
Financial
Corp Common Stock - - - - -
Distribution of mutual fund
income 5,279 16,350 - - -
----------------------------------------------------------------------------------
Total investment income 8,070 16,557 2,603 1,158 72
Net realized and unrealized
appreciation (depreciation)
of
investments (4,339) (2,239) - - -
Participants' withdrawals - - - - (122,708)
Participants' interfund
transfers 118,332 80,361 50,884 (1,784,146) 144,665
Other miscellaneous
disbursements - - - - (22,029)
-----------------------------------------------------------------------------------
Increase in net assets
available for
Plan benefits during the year 221,360 128,854 145,824 13,177 -
Net assets available for Plan
benefits
at beginning of year - - - - -
------------------------------------------------------------------------------------
Net assets available for Plan -
benefits
at end of year $ 221,360 $ 128,854 $ 145,824 $ 13,177 $ -
====================================================================================
</TABLE>
SEE ACCOMPANYING NOTES.
3
<PAGE>
QuestPoint Savings Plan
Notes to Financial Statements
1. DESCRIPTION OF THE PLAN
The following brief description of the Plan is provided for general information
only. Participants should refer to the Plan Agreement for more complete
information.
GENERAL
The Plan is a defined contribution plan which covers qualified employees of
QuestPoint Holdings, Inc. (the Company), a subsidiary of CoreStates Financial
Corp (CoreStates), and certain of the Company's subsidiaries. The Plan became
effective on January 1, 1997, and is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
Effective January 1, 1997, the participants of the FTI 401(k) Savings and
Retirement Plan (FTI Plan) became eligible for coverage under the Plan. Net
assets of the FTI Plan in the amount of $281,618 were transferred to the Plan on
January 6, 1997.
Effective January 1, 1997, certain participants of the CoreStates Financial Corp
Savings and Stock Ownership Plan (CoreStates Plan) became eligible for coverage
under the Plan. Net assets of the CoreStates Plan in the amount of $1,369,671
were transferred to the Plan in 1997.
On April 28, 1998, the sponsor of the Plan, CoreStates, was acquired by First
Union Corporation. As a result of the merger, each share of the Plan's
investments in CoreStates common stock were exchanged for 1.62 shares of First
Union Corporation common stock. Management intends to merge the Plan with the
First Union Corporation Savings Plan and Trust in 1999.
CONTRIBUTIONS
EMPLOYEE
Employees can contribute on either an after-tax or a before-tax basis (up
to $9,500 in 1997) equal to any whole percentage of the participant's
compensation up to 12% of their compensation for each payroll period. (6%
is considered a "Basic Contribution" and amounts in excess of 6% are
considered an optional contribution.)
4
<PAGE>
QuestPoint Savings Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
CONTRIBUTIONS (CONTINUED)
EMPLOYER
The Company makes a contribution to the Plan on behalf of each participant
who has made basic contributions in each payroll period. The Company
matches 150% on the first 2% of a participant's Basic Contribution and 100%
on 3% to 6% of a participant's Basic Contribution.
VESTING
Employee contributions, rollovers, and qualified voluntary employee contribution
accounts, as affected by investment results, are fully vested at all times.
Employer contributions vest as follows:
PARTICIPANT'S YEARS PERCENTAGE VESTED OF EMPLOYER
OF VESTING SERVICE MATCHING CONTRIBUTION
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Less than 2 years 0%
2 years but less than 3 years 50%
3 years or more 100%
Employer contributions are fully vested upon termination of employment because
of normal retirement, death, or permanent disability.
Upon the participant's employment termination date, that portion of the
Employer's contributions applicable to such participant which is not vested is
forfeited and applied to reduce future Employer contributions.
Unvested portions are restored to participant's accounts if the participant is
reemployed by the Company before incurring a five-year break in service.
5
<PAGE>
QuestPoint Savings Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
EXPENSES
The expenses of the Plan, including but not limited to legal and accounting
fees, shall be paid by the Plan unless paid by the Company. The expenses of the
Plan were paid by the Company for the period presented.
PAYMENT OF BENEFITS
Upon termination of employment, a participant may receive vested benefits as a
lump-sum payment. If the participant's vested accrued benefit exceeds $3,500,
the participant may elect to receive equal annual installments over a period not
exceeding ten years, or may leave the money in their account until a deferred
payment date (last day of any month up to normal retirement age). Included in
assets available for plan benefits at December 31, 1997 is $50,380 which
represents the amount due to participants who have requested withdrawals.
LOANS
Active participants, and terminated participants and beneficiaries with accrued
benefits under the Plan, may borrow funds from the Plan subject to requirements
of the Plan. Loans advanced against employees' vested benefits in the Plan are
deducted from the amount of any benefits which are payable to the participant
upon termination.
WITHDRAWALS
A participant shall be permitted to withdraw all or a portion of the amount in
the participant's after-tax contribution account subject to the restrictions or
penalties as set forth in the Plan. Before-tax contributions and vested employer
contributions can be withdrawn under certain circumstances subject to certain
restrictions set forth in the Plan.
INVESTMENT OPTIONS
CoreStates Bank, N.A., a subsidiary of CoreStates, serves as Trustee for the
Plan. Nine funds, as of December 31, 1997, are maintained under the Plan for
accumulation and investment of the participants' accounts. The funds are as
follows:
6
<PAGE>
QuestPoint Savings Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
INVESTMENT OPTIONS (CONTINUED)
A. Equity Fund invests primarily in the CoreFund Core Equity Fund, a mutual
fund which seeks capital growth by investing principally in a diversified
portfolio of common stocks of companies with large, medium, or small
capitalizations.
B. Growth Equity Fund invests primarily in the CoreFund Growth Equity Fund, a
mutual fund which seeks capital growth by investing primarily in the equity
securities of companies believed by the fund's management to show the
potential for growth of earnings over time.
C. Short-Term Intermediate Bond Fund invests primarily in the CoreFund
Short-Term Intermediate Bond Fund, a mutual fund which seeks income through
investment in a diversified portfolio of intermediate term, fixed income
obligations with an expected average weighted maturity of two to five
years.
D. Bond Fund invests primarily in the CoreFund Bond Fund, a mutual fund which
seeks to maximize long-term total return by investing principally in a
diversified portfolio of debt securities.
E. Balanced Fund invests primarily in the CoreFund Balanced Fund, a mutual
fund which seeks to provide total return while preserving capital by
investing in a combination of common stocks and fixed income securities.
F. Cash Reserve Fund invests primarily in the CoreFund Cash Reserve Fund, a
mutual fund which seeks to obtain maximum current income consistent with
the preservation of principal and maintenance of liquidity by investing in
a diversified portfolio of money market instruments of the highest quality,
including a broad range of U.S.
dollar-denominated government, bank, and commercial paper obligations.
G. Equity Index Fund invests primarily in the CoreFund Equity Index Fund, a
mutual fund which seeks to track the price and yield performance of the
Standard & Poor's 500 Composite Stock Price Index.
H. International Growth Fund invests primarily in the CoreFund International
Growth Fund, a mutual fund which seeks long-term capital appreciation by
investing primarily in equity securities of companies located outside the
United States.
I. Common Stock Fund invests in common shares of CoreStates Financial Corp.
CoreStates Financial Corp provides investment advisory and custodial services
for the mutual funds above.
7
<PAGE>
QuestPoint Savings Plan
Notes to Financial Statements (continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
INVESTMENT VALUATION
Investments are stated at fair value. The cost of investments sold is determined
on an average historical cost basis. Loans are carried at the unpaid principal
balance which represents their estimated fair value.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
3. INVESTMENTS
Investments are comprised of the following at December 31, 1997:
<TABLE>
<CAPTION>
SHARES FAIR
OR UNITS COST VALUE
-----------------------------------------------------------
<S> <C> <C> <C>
Common Stock Fund:
Common Stock + 12,786 $ 757,417 $ 1,029,253
CoreFund Cash Reserve Class Y 3,309 3,309 3,309
-------------------------------------
760,726 1,032,562
-------------------------------------
Growth Equity Fund:
CoreFund Cash Reserve Class Y 285 285 285
CoreFund Growth Equity Fund
Class Y + 35,658 541,553 582,299
-------------------------------------
541,838 582,584
-------------------------------------
Bond Fund:
CoreFund Cash Reserve Class Y 473 473 473
CoreFund Bond Fund Class Y 2,558 26,597 26,937
-------------------------------------
27,070 27,410
-------------------------------------
</TABLE>
8
<PAGE>
QuestPoint Savings Plan
Notes to Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
SHARES FAIR
OR UNITS COST VALUE
-----------------------------------------------------------
<S> <C> <C> <C>
Short-Term Intermediate Bond Fund:
CoreFund Cash Reserve Class Y 433 $ 433 $ 433
CoreFund Short-Term
Intermediate Bond Fund Class Y 15,800 155,703 157,212
-------------------------------------
156,136 157,645
-------------------------------------
Cash Reserve Fund:
CoreFund Cash Reserve Class Y + 424,486 424,486 424,486
-------------------------------------
Balanced Fund:
CoreFund Cash Reserve Class Y 278 278 278
CoreFund Balanced Fund Class Y + 25,625 349,946 348,502
-------------------------------------
350,224 348,780
-------------------------------------
Equity Index Fund:
CoreFund Cash Reserve Class Y 653 653 653
CoreFund Equity Index Fund
Class Y + 14,914 552,153 591,358
-------------------------------------
552,806 592,011
-------------------------------------
International Growth Fund:
CoreFund Cash Reserve Class Y 298 298 298
CoreFund International
Growth Fund Class Y + 15,966 220,296 212,030
-------------------------------------
220,594 212,328
-------------------------------------
Equity Fund:
CoreFund Cash Reserve Class Y 577 577 577
CoreFund Equity Fund Class Y 6,195 132,415 127,627
-------------------------------------
132,992 128,204
-------------------------------------
Employee Loan Fund:
CoreFund Cash Reserve Class Y 189 189 189
Participant Notes Receivable,
with interest rates ranging
from 5.5% to 11% 50,706 50,706
-------------------------------------
50,895 50,895
-------------------------------------
Contribution Fund:
CoreFund Cash Reserve Class Y 13,118 13,118 13,118
=====================================
Total investments $ 3,230,885 $ 3,570,023
=====================================
</TABLE>
+ Represents greater than 5% of net assets available for benefits
9
<PAGE>
QuestPoint Savings Plan
Notes to Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
Fair values are determined for: (1) CoreStates Financial Corp Common Stock -
on the basis of the last reported sale price on the last business day of the
year; (2) CoreFund Mutual Funds - at net asset value at the close of business
on the last business day of the year.
The Plan's investments are held by a bank-administered trust fund. During 1997,
the Plan's investments (including investments bought, sold, as well as held
during the year) appreciated in fair value as follows:
Common stock:
Employer company $ 285,595
Mutual funds 136,444
--------------------
$ 422,039
====================
4. PLAN TERMINATION
The Company has the authority to terminate the Plan at any time. If the Plan
were to be terminated, each participant would remain fully entitled to the value
of their account.
5. INCOME TAX STATUS
The Plan's management believes the trust established under the Plan qualifies
under the provisions of Section 401(a) of the Internal Revenue Code and is
exempt from federal income tax and intends to take the necessary measures to
ensure the Plan continues as a qualified plan.
6. YEAR 2000 (UNAUDITED)
The Plan is reliant on CoreStates and third parties for data processing.
CoreStates has undertaken a program to prepare and convert its computer systems
and applications to enable them to function properly with respect to dates in
the year 2000 and thereafter (the "Program"). Although management intends to
merge the Plan with the First Union Corporation Savings Plan and Trust, if the
merger is not consummated, the Program will need to be completed. CoreStates is
in discussions with third parties to determine the extent to which the Plan's
systems are vulnerable. The Plan does not expect that its results of operations
will be significantly affected, as CoreStates and its third-party processors do
not intend to charge the Plan for the costs of converting their computer
systems. However, to the extent that the Program is not completed timely, the
Year 2000 issue could have a material impact on the operations of the Plan.
10
<PAGE>
QuestPoint Savings Plan
Line 27a--Assets Held for Investment Purposes
December 31, 1997
<TABLE>
<CAPTION>
<S> <C> <C> <C>
DESCRIPTION SHARES OR UNITS COST FAIR VALUE
- -----------------------------------------------------------------------------------------------------------
CoreStates Financial Corp*
Common Stock 12,786 $ 757,417 $ 1,029,253
CoreFund* Balanced Fund Class Y 25,625 349,946 348,502
CoreFund* Bond Fund Class Y 2,558 26,597 26,937
CoreFund* Cash Reserve Class Y 444,099 444,099 444,099
CoreFund* Growth Equity Fund
Class Y 35,658 541,553 582,299
CoreFund* Short-Term Intermediate Bond Fund
Class Y 15,800 155,703 157,212
CoreFund* Equity Fund Class Y 6,195 132,415 127,627
CoreFund* Equity Index Fund
Class Y 14,914 552,153 591,358
CoreFund* International Growth
Fund Class Y 15,966 220,296 212,030
Participant Notes Receivable, with
interest rates ranging from 5.5%
to 11% 50,706 50,706
-------------------------------------
Total investments $ 3,230,885 $ 3,570,023
=====================================
</TABLE>
*Indicates a party-in-interest to the Plan.
11
<PAGE>
Supplemental Schedules
<PAGE>
QuestPoint Savings Plan
Line 27d--Reportable Transactions
Year ended December 31, 1997
<TABLE>
<CAPTION>
DESCRIPTION PURCHASE SELLING
DESCRIPTION OF ASSETS OF TRANSACTIONS PRICE PRICE NET GAIN
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Category I - a single transaction in excess of 5% of plan assets
CoreFund Cash Reserve Fund Class Y Purchased 166,773 units $ 166,773
Purchased 246,278 units 246,278
Purchased 164,920 units 164,920
Sold 166,774 units $ 166,774
Sold 164,921 units 164,921
CoreFund Equity Index Fund Class Y Purchased 5,183 units 166,774
Purchased 11,613 units 434,213
Sold 11,072 units 422,600 $ 30,078
CoreFund Balanced Fund Class Y Purchased 6,257 units 91,605
CoreFund Growth Equity Fund Class Y Purchased 12,513 units 164,921
Sold 9,708 units 153,683 16,099
</TABLE>
12
<PAGE>
QuestPoint Savings Plan
Line 27d--Reportable Transactions (continued)
Year ended December 31, 1997
<TABLE>
<CAPTION>
DESCRIPTION PURCHASE SELLING
DESCRIPTION OF ASSETS OF TRANSACTIONS PRICE PRICE NET GAIN
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Category II - a series of transactions (other than security transactions) with
the same person aggregating in excess of 5% of plan assets
None
Category III - a series of transactions in a security issue aggregating in
excess of 5% of plan assets
CoreFund Equity Fund Purchased 9,817 units in 42 transactions;
Class Y sold 3,622 units in 12 transactions $ 206,883 $ 77,018 $ 2,550
CoreFund International Growth Purchased 22,509 units in 42 transactions;
Fund Class Y sold 6,543 units in 22 transactions 312,133 95,766 3,929
CoreFund Equity Index Fund Purchased 27,343 units in 50 transactions;
Class Y sold 12,429 units in 21 transactions 986,234 467,029 32,948
CoreFund Cash Reserve Fund Purchased 2,773,737 units in 332 transactions;
Class Y sold 2,329,638 units in 314 transactions 2,773,737 2,329,638 -
CoreFund Balanced Fund Class Y Purchased 34,545 units in 43 transactions;
sold 8,920 units in 26 transactions 466,075 123,701 7,572
CoreFund Short-Term Intermediate Purchased 24,466 units in 77 transactions;
Bond Fund Class Y sold 8,666 units in 31 transactions 240,720 85,550 533
</TABLE>
13
<PAGE>
QuestPoint Savings Plan
Line 27d--Reportable Transactions (continued)
Year ended December 31, 1997
<TABLE>
<CAPTION>
DESCRIPTION PURCHASE SELLING
DESCRIPTION OF ASSETS OF TRANSACTIONS PRICE PRICE NET GAIN
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Category III - a series of transactions in a security issue aggregating in
excess of 5% of plan assets (continued)
CoreFund Growth Equity Fund Purchased 48,111 units in 51 transactions;
Class Y sold 12,453 units in 24 transactions $ 719,451 $ 199,128 $ 21,230
CoreStates Financial Corp Purchased 7,421 units in 57 transactions;
Common Stock sold 1,156 units in 21 transactions 437,135 76,752 13,361
CoreFund Bond Fund Class Y Purchased 5,390 units in 34 transactions;
sold 2,832 units in 8 transactions 55,671 29,401 327
Category IV - any single or series of transactions with a person involving
securities in excess of 5% of plan assets
None
</TABLE>
14
<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.
QUESTPOINT SAVINGS PLAN
By: ______________________________________
Name: Vikram H. Dewan
Title: Director of Human Resources
Date: June 29, 1998
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION LOCATION
(23) Consent of Ernst & Young LLP Filed herewith
Exhibit 23
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-4 No. 333-44015) pertaining to the QuestPoint Savings Plan of First Union
Corporation of our report dated April 28, 1998, with respect to the financial
statements and schedules of the QuestPoint Savings Plan included in this Annual
Report (Form 11-K) for the year ended December 31, 1997.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
June 26, 1998
