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, 1999
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
(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, 1999 and
1998
Statement of Changes in Net Assets Available for Benefits For the Year
ended December 31, 1999
Notes to Financial Statements
Supplemental Schedule:
Schedule of Assets Held for Investment Purposes at End of Year
December 31, 1999
(b) The following Exhibit is filed as part of this Annual Report on Form 11-K:
Independent Auditors' Consent
<PAGE>
FIRST UNION CORPORATION
SAVINGS PLAN
Financial Statements
and Schedule
As of December 31, 1999 and 1998 and for the
year ended December 31, 1999
(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,
1999 and 1998, and the related statement of changes in net assets available for
benefits for the year ended December 31, 1999. 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 benefits of the Plan as
of December 31, 1999 and 1998, and the changes in net assets available for
benefits for the year ended December 31, 1999, 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 supplemental schedule of assets
held for investment purposes at end of year as of December 31, 1999 is presented
for the purpose of additional analysis and is not a required part of the basic
financial statements but is 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. This supplemental schedule is the
responsibility of the Plan's management. The supplemental schedule has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
KPMG LLP
Charlotte, North Carolina
June 23, 2000
<PAGE>
FIRST UNION CORPORATION
SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
December 31,
---------------------------------------
1999 1998
-----------------------------------------------------------------------------------------------------------------------------------
ASSETS
<S> <C> <C>
Investments, at fair value
Marketable
Evergreen U.S. Government Fund $ 87,008,486 56,234,512
Evergreen Balanced Fund 136,493,115 118,636,341
Stable Fund 615,763,559 485,292,106
Evergreen Foundation Fund 269,898,601 177,215,028
Evergreen Fund 317,208,584 275,508,227
FUNB Enhanced Stock Market Fund 780,167,539 370,774,308
Evergreen International Growth Fund 71,914,779 28,532,599
Evergreen Growth Fund 54,604,382 34,062,566
Employee Stock Ownership Plan
First Union Corporation common stock
Allocated 837,223,989 405,479,978
Unallocated 101,122,868 -
Cash and cash equivalents
Allocated 89,115,727 24,277,042
Unallocated 1,449,624 -
Self-Directed Investments, at fair value 6,256,585 -
-----------------------------------------------------------------------------------------------------------------------------------
Total marketable investments 3,368,227,838 1,976,012,707
Participants' loans receivable 104,809,617 79,786,991
-----------------------------------------------------------------------------------------------------------------------------------
Total investments 3,473,037,455 2,055,799,698
-----------------------------------------------------------------------------------------------------------------------------------
Receivable from merged plan 14,800,265 -
-----------------------------------------------------------------------------------------------------------------------------------
Total assets 3,487,837,720 2,055,799,698
-----------------------------------------------------------------------------------------------------------------------------------
LIABILITIES
Loan payable - Employee Stock Ownership Plan - unallocated 53,005,029 -
-----------------------------------------------------------------------------------------------------------------------------------
Net assets available for benefits $ 3,434,832,691 2,055,799,698
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
FIRST UNION CORPORATION
SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended December 31, 1999
----------------------------------------------------------------------------------
Employee
Stock
Ownership
Participant Plan-
Directed Unallocated Total
----------------------------------------------------------------------------------------------------------------------------------
ADDITIONS TO PLAN ASSETS
<S> <C> <C> <C>
Investment income
Interest on loans $ 7,850,592 - 7,850,592
Net depreciation
in fair value of investments (216,301,171) (86,462,968) (302,764,139)
----------------------------------------------------------------------------------------------------------------------------------
Total investment loss (208,450,579) (86,462,968) (294,913,547)
Employer contributions 101,410,926 510,399 101,921,325
Employee contributions 142,650,350 - 142,650,350
Net assets contributed through
mergers 1,779,577,301 149,984,967 1,929,562,268
Transfers from other funds 631,875,843 - 631,875,843
----------------------------------------------------------------------------------------------------------------------------------
Total additions to plan assets 2,447,063,841 64,032,398 2,511,096,239
----------------------------------------------------------------------------------------------------------------------------------
DEDUCTIONS FROM PLAN
ASSETS
Participants' withdrawals 492,621,296 - 492,621,296
Transfers to other funds 622,193,269 9,682,574 631,875,843
Interest expense - 4,782,361 4,782,361
Administrative expenses 2,783,746 - 2,783,746
----------------------------------------------------------------------------------------------------------------------------------
Total deductions from plan
assets 1,117,598,311 14,464,935 1,132,063,246
----------------------------------------------------------------------------------------------------------------------------------
Increase in net assets
available for benefits 1,329,465,530 49,567,463 1,379,032,993
Net assets available for benefits
Beginning of year 2,055,799,698 - 2,055,799,698
----------------------------------------------------------------------------------------------------------------------------------
End of year $ 3,385,265,228 49,567,463 3,434,832,691
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
FIRST UNION CORPORATION
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 and 1998
--------------------------------------------------------------------------------
NOTE 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.
GENERAL
First Union Corporation and its subsidiaries (the "Companies") sponsor the
Plan, which is designed to promote savings for retirement, a defined
contribution plan. Company and employee contributions are held in trust and earn
income tax-free until distributed. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA"). Effective January 1,
1999, the portion of the Plan invested in the First Union Corporation Common
Stock Fund was amended to be an employee stock ownership plan that invests
primarily in employer securities. The first one percent of the Companies'
matching contribution is made in First Union Corporation common stock. The
Company has adopted the American Institute of Certified Public Accountants
Statement of Position 99-3, "Accounting for and Reporting of Certain Defined
Contribution Plan Investments and Other Disclosure Matters".
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 maximum 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. Beginning in 1999, the first one
percent of the employer's contribution will be made with First Union Corporation
common stock. 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 $500. The amount
of tax withholding depends on the type of withdrawal.
Participants may borrow up to 50 percent of the balance of their accounts
with a minimum loan of $1,000 and a maximum loan 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 generally made semi-monthly 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, if it is the participant's 50th birthday with 10 or more years of
service, or if it is determined 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 Plan,
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
--------------------------------------------------------------------------------
PARTICIPANT DIRECTED
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, 1999 and
1998, are presented below.
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
bill 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 and 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.
Evergreen International Growth Fund
This fund invests primarily in internationally diversified portfolios
consisting of common and preferred stocks, convertible securities and warrants.
The fund also uses stock index and currency futures. Its investment objective is
to provide long-term capital appreciation.
Evergreen Growth Fund
This fund invests principally in common stocks of small to mid-sized
companies that have demonstrated earnings, asset values, or growth potential not
yet reflected in their market price. Its investment objective is long-term
capital appreciation.
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.
(Continued)
<PAGE>
3
FIRST UNION CORPORATION
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
MERGERS WITH FINANCIAL INSTITUTIONS
Since 1985, First Union Corporation has acquired several financial
institutions. The employees of these institutions have been allowed to
participate in the Plan as of the consummation date of each respective merger.
Generally, the assets and obligations of acquired plans are recorded by the
Plan pursuant to the merger agreement, on the date of the respective merger.
However, there are assets related to acquired plans whose obligations are being
administered by the Plan, but that have not yet been legally assumed by the
Plan. Accordingly, these assets are not included as Plan assets at December 31,
1999. It is expected that final approval will be received from the Internal
Revenue Service to merge the Plans and that these assets will then be merged
into the Plan.
In November 1997, Signet Banking Corporation was acquired by First Union
Corporation. Assets of the Signet Banking Corporation Employee Savings Plan,
which were approximately $252 million, were transferred to the Plan on January
2, 1998.
In 1998, assets of the savings plans of Covenant Bancorp, Inc. and Wheat
First Butcher Singer, Inc. were merged into the Plan. Their plan assets were
approximately $1 million and $276 million, respectively.
In April 1998, CoreStates Financial Corp was acquired by First Union
Corporation. Assets of their plans, which were approximately $955 million, were
transferred to the Plan on January 14, 1999.
In June 1998, The Money Store Inc. was acquired by First Union Corporation.
Assets of their plan, which were approximately $89 million, were transferred to
the Plan on July 15, 1999.
In 1999, assets of the savings plans of Questpoint, Bowles, Hollowell,
Conner and Co., Tattersall Advisory Group Inc. and Congress Talcott were merged
into the Plan. Their plan assets were approximately $4 million, $8 million, $1
million and $15 million, respectively.
In October 1999, Everen Capital Corporation was acquired by First Union
Corporation. Assets of their plan, which were approximately $705 million, were
transferred to the Plan on November 1, 1999. The plan included a self-directed
investment option, allowing participants to invest their account balances in any
investment, within certain specified limitations. The self-directed investments
had a market value of approximately $6 million at December 31, 1999. After the
merger of the Everen Capital Corporation Savings Plan into the Plan, the assets
of the Everen self-directed investment option were frozen. The assets subject to
the Everen self-directed investment option will be liquidated by January 31,
2001.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
VALUATION OF INVESTMENTS
The specific identification method is used in determining the cost of
securities. Security transactions are recognized on the trade date (the date the
order to buy or sell is executed). Interest income is recorded on the accrual
basis. Dividend income is recorded on the ex-dividend date.
Investments in cash management accounts and participants' loans receivable
are stated at cost which approximates fair value. Investments in commercial
paper, U.S. Government and agency securities, corporate bonds, mutual funds,
collective investment funds and common stocks 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.
(Continued)
<PAGE>
4
FIRST UNION CORPORATION
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
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 the plan administrator to make estimates
and assumptions that affect reported amounts of assets, liabilities and
obligations and disclosure of contingent liabilities at the date of the
financial statements, as well as additions to and deductions from these amounts
during the reporting period. Actual results could differ from those estimates.
NOTE 3: INVESTMENTS
Under the terms of the Plan, First Union National Bank (the "Trustee"), a
wholly-owned subsidiary of First Union Corporation and a related
party-in-interest, holds the assets of the Plan in bank-administered trust
funds. Investments that represent five percent or more of the Plan's net assets
are separately identified below.
The investment contracts held by the Stable Fund have crediting interest
rates ranging from 6.21 percent to 8.25 percent and 5.90 percent to 8.25 percent
at December 31, 1999 and 1998, respectively, with remaining maturities not
greater than 4 years. The average yields for the investment contracts ranged
from 6.20 percent to 8.20 percent and 5.90 percent to 8.20 percent for the years
ended December 31, 1999 and 1998, respectively.
<TABLE>
<CAPTION>
December 31,
--------------------------------------
1999 1998
--------------------------------------------------------------------------------------------------------
INVESTMENTS, AT FAIR VALUE
<S> <C> <C>
Marketable
Evergreen Balanced Fund $ 136,493,115 118,636,341
Stable Fund
Corporate bonds 479,674,445 264,607,540
Investment contracts 89,042,061 103,928,032
Evergreen Foundation Fund 269,898,601 177,215,028
Evergreen Fund 317,208,584 275,508,227
FUNB Enhanced Stock Market Fund 780,167,539 370,774,308
Employee Stock Ownership Plan
First Union Corporation common stock 926,339,716 405,479,978
Not readily marketable
Participants' loans receivable 104,809,617 79,786,991
--------------------------------------------------------------------------------------------------------
</TABLE>
(Continued)
<PAGE>
5
FIRST UNION CORPORATION
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
The appreciation (depreciation) in value of the Plan's investments
(including investments bought, sold and held during the year) is presented
below.
Year Ended
December 31,
-----------------
1999
-----------------------------------------------------------------------
Evergreen U.S. Government Fund $ (1,904,097)
Evergreen Balanced Fund 16,461,154
Stable Fund 31,685,643
Evergreen Foundation Fund 32,932,759
Evergreen Fund 42,330,746
FUNB Enhanced Stock Market Fund 124,909,985
Evergreen International Growth Fund 14,180,594
Evergreen Growth Fund 10,032,534
First Union Corporation common stock (572,498,408)
Self-Directed Investments (895,049)
-----------------------------------------------------------------------
Net depreciation $ (302,764,139)
-----------------------------------------------------------------------
NOTE 4: INCOME TAXES
The Internal Revenue Service has determined and informed the Companies by a
letter dated June 7, 2000, that the Plan is qualified and the trust established
under the Plan is tax-exempt under the appropriate sections of the Internal
Revenue Code. Therefore, no provision for income taxes has been made in the
accompanying financial statements. The Human Resources Committee files an annual
information return with the Internal Revenue Service.
NOTE 5: RELATED PARTY TRANSACTIONS
The Evergreen U.S. Government Fund, the Evergreen Balanced Fund, the
Evergreen Foundation Fund, the Evergreen Fund, the Evergreen International
Growth Fund and the Evergreen Growth 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 1999, the Plan paid administrative expenses to First Union National
Bank amounting to $2,783,746.
NOTE 6: LOANS PAYABLE
Upon the merger of the CoreStates Employee Stock Ownership and Savings Plan
into the Plan in 1999, First Union National Bank assumed all obligations of
CoreStates Financial Corp under the loan agreement dated October 27, 1994,
pursuant to which Meridian Trust Company issued to Meridian Bancorp, Inc. its
promissory note dated October 27, 1994, in the amount of $60,000,000, with a
maturity date of October 1, 2014, and bearing an interest
(Continued)
<PAGE>
6
FIRST UNION CORPORATION
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
rate of 8.85%. The Company is obligated to make contributions to maintain debt
service. The loan was originally collateralized by 3,274,816 shares of First
Union Corporation common stock. The loan repayment schedule is as follows:
2000 $ 1,784,395
2001 1,947,632
2002 2,125,803
2003 2,320,273
2004 2,532,533
As the Plan makes each payment of principal, an appropriate percentage of
stock will be available to eligible employees' accounts and then included as
part of the employees 1% match in accordance with the provisions of the Plan
document. Shares vest fully upon allocation. Dividends on allocated shares may
be either distributed or reinvested in First Union Corporation common stock at
the discretion of the Company. The Company has elected to reinvest the
dividends.
The borrowing is collateralized by 3,070,144 unallocated shares of First
Union Corporation common stock at December 31, 1999, and is guaranteed by the
Company. In 1999, 204,672 shares were released based on principal paydowns on
the loan. The lender has no rights against shares once they are allocated under
the Plan. Accordingly, the financial statements of the Plan for the year 1999
present separately the assets and liabilities and changes therein pertaining to:
(a) the accounts of employees with vested rights in allocated stock, and (b)
stock not yet allocated to employees (Unallocated).
Each participant is entitled to exercise voting rights attributable to the
shares allocated to his or her account and is notified by the Trustee prior to
the time that such rights are to be exercised. The Trustee is required to vote
all shares in the Plan, including unallocated shares, in proportion to the
response received for participants and beneficiaries with respect to stock
allocated to participant accounts.
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE 1
Page 1
FIRST UNION CORPORATION
SAVINGS PLAN
Schedule of Assets Held for Investment Purposes at End of Year
--------------------------------------------------------------------------------
December 31,1999
----------------------------------------
Par Value
or Number Fair
Identity of Issue of Units Value
---------------------------------------------------------------------------------------------------------------------------
MUTUAL FUNDS
<S> <C> <C>
Evergreen U.S. Government Fund * 9,502,712 $ 87,008,486
Evergreen Balanced Fund * 9,515,134 136,493,115
Evergreen Foundation Fund * 12,005,476 269,898,601
Evergreen Fund * 11,598,544 317,208,584
Evergreen International Growth Fund * 7,436,336 71,914,779
Evergreen Growth Fund * 2,730,372 54,604,382
---------------------------------------------------------------------------------------------------------------------------
Total Mutual Funds 937,127,947
---------------------------------------------------------------------------------------------------------------------------
COLLECTIVE INVESTMENT FUNDS
First Union Enhanced Stock Market Fund * 8,862,144 780,167,539
---------------------------------------------------------------------------------------------------------------------------
STABLE FUND *
CASH MANAGEMENT ACCOUNTS
Valiant General Fund 23,195,770 23,195,770
---------------------------------------------------------------------------------------------------------------------------
COMMERCIAL PAPER
Compass Securitization, due 1/14/00 20,000,000 19,951,180
---------------------------------------------------------------------------------------------------------------------------
CORPORATE BONDS
Associates Corporation North America, 6.21%, due 8/27/11 10,000,000 9,992,000
Associates Corporation North America, 6.19%, due 5/17/02 12,000,000 11,988,840
Bear Stearns Company Incorporated, 6.46%, due 8/1/01 15,000,000 15,006,600
Bear Stearns Company Incorporated, 6.04%, due 4/28/00 7,000,000 6,991,180
Bear Stearns Company Incorporated, 6.50%, due 11/8/02 20,000,000 20,009,600
Caterpillar Financial Services Corporation, 6.32%, due 7/9/01 20,000,000 19,996,600
Cedar International, 6.45%, due 6/10/00 5,000,000 4,999,760
Chase Manhattan Corporation, 6.42%, due 1/22/02 20,000,000 19,992,800
Citicorp Medium Term Notes, 6.2%, due 5/24/01 10,000,000 9,997,900
Countrywide Home Loans Inc., 6.31%, due 8/8/00 19,290,000 19,298,681
Fleet National Bank, 6.35%, due 12/14/01 10,000,000 10,018,000
Ford Motor Credit Company, 6.21%, due 8/27/06 15,000,000 14,975,400
General Motors Acceptance Corporation, 6.22%, due 12/10/01 15,000,000 14,982,750
General Motors Acceptance Corporation, 6.33%, due 8/6/01 5,000,000 5,004,300
Goldman Sachs Group Limited Partnership, 6.36%, due 1/16/01 10,000,000 10,007,700
Goldman Sachs Group Limited Partnership, 6.62%, due 1/26/01 10,000,000 10,030,800
Hitachi Credit America Corporation, 6.2%, due 5/15/00 10,000,000 10,005,100
Hitachi Credit America Corporation, 6.38%, due 7/7/00 10,000,000 10,004,900
Lehman Brothers Holdings Incorporated, 6.88%, due 2/1/02 5,000,000 4,995,250
Lehman Brothers Holdings Incorporated, 6.86%, due 2/12/02 6,000,000 6,000,480
Lehman Brothers Holdings Incorporated, 5.72%, due 1/18/00 10,000,000 10,001,800
Liberty Lighthouse US Capital Company, 6.3%, due 2/22/02 20,000,000 19,966,600
Merrill Lynch and Company, 6.14%, due 8/10/01 14,000,000 13,977,040
Merrill Lynch and Company, 6.32%, due 9/21/01 15,000,000 14,978,250
</TABLE>
(Continued)
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE 1
Page 2
FIRST UNION CORPORATION
SAVINGS PLAN
Schedule of Assets Held for Investment Purposes at End of Year
--------------------------------------------------------------------------------
December 31,1999
----------------------------------------
Par Value
or Number Fair
Identity of Issue of Units Value
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Morgan Stanley Dean Witter Discover & Company, 6.24%, due 1/21/00 13,000,000 13,001,170
Morgan Stanley Dean Witter Discover & Company, 5.58%, due 2/23/01 10,000,000 10,008,500
Paine Webber Group Incorporated, 6.57%, due 11/18/02 20,000,000 20,005,000
Transamerica Financial Corporation, 6.39%, due 9/17/01 15,000,000 15,005,085
Transamerica Financial Corporation, 6.30%, due 5/20/02 20,000,000 19,881,800
Wells Fargo and Company, 6.62%, due 4/28/00 3,000,000 3,002,160
Wells Fargo and Company, 6.32%, due 9/15/01 15,000,000 15,029,700
Xerox Corporation, 6.54%, due 11/5/01 20,000,000 20,058,800
Bankers Trust New York Euro Series Note, 6.36%, due 2/5/01 10,000,000 9,998,000
American Express Travel Euro Bond, 6.32%, due 10/24/01 21,000,000 20,937,000
TMS Home Equity Loan, 6.90%, due 7/15/07 * 813,969 808,377
Bank of America Corporation, 6.17%, due 2/20/02 5,000,000 4,983,000
Advance Bank Australia Euro Bond, 6.35%, due 10/30/00 10,000,000 10,002,000
Ford Motor Credit Company, 6.31%, due 1/17/02 23,731,000 23,731,522
----------------------------------------------------------------------------------------------------------------------------------
Total Corporate Bonds 479,674,445
----------------------------------------------------------------------------------------------------------------------------------
INVESTMENT CONTRACTS
Monumental Life Insurance Company, Contract #ADA00198ST, 6.21%, open-ended maturity 9,932,726 9,932,726
Continental Assurance Company, Contract #13076, 8.2%, due 6/5/00 7,383,440 7,383,440
New York Life Insurance Company, Contract #GA06837-3, 8.13%, due 3/1/00 7,317,279 7,317,279
Allstate Life Insurance Company, Contract #GA5730, 8.25%, due 9/5/00 7,235,537 7,235,537
Pacific Mutual Life Insurance Company, Contract #G2618801, 6.34%, due 9/1/00 6,401,045 6,401,045
Metropolitan Life Insurance Company, Contract #0025204, 7.34%, due 10/1/00 20,511,216 20,511,216
Principal Life Insurance Company, Contract #4-40344-1, 7.13%, due 9/15/03 10,136,573 10,136,573
Canada Life Assurance Company, Contract #P46050, 7.17%, due 11/15/04 10,074,263 10,074,263
Allstate Life Insurance Company, Contract #GA6225, 7.25%, due 12/1/04 10,049,982 10,049,982
----------------------------------------------------------------------------------------------------------------------------------
Total Investment Contracts 89,042,061
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Accrued Receivable on Assets of the Stable Fund 3,900,103
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Total Stable Fund 615,763,559
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EMPLOYEE STOCK OWNERSHIP PLAN
First Union Corporation common stock *
Allocated 25,418,565 837,223,989
Unallocated (a) 3,070,144 101,122,868
Valiant General Fund - Cash Management Account
Allocated 89,115,727 89,115,727
Unallocated (b) 1,449,624 1,449,624
----------------------------------------------------------------------------------------------------------------------------------
Total Employee Stock Ownership Plan 1,028,912,208
----------------------------------------------------------------------------------------------------------------------------------
(Continued)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE 1
Page 3
FIRST UNION CORPORATION
SAVINGS PLAN
Schedule of Assets Held for Investment Purposes at End of Year
--------------------------------------------------------------------------------
December 31,1999
----------------------------------------
Par Value
or Number Fair
Identity of Issue of Units Value
--------------------------------------------------------------------------------------------------------------------------
SELF-DIRECTED INVESTMENTS (c)
<S> <C> <C>
All Wstn Entrprs, Inc. 100 2
Berry and Boyle 80 8,928
Big Sky Transportation 60 75
Certificate of Accrual 282,000 259,575
Corvus Systems, Inc. 1,300 1
CTF Accrual Treas. 458,000 385,061
Easygrowth Treas. Rcpt. 342,000 285,088
Federal Home Loan Mortgage Corp. 76,000 70,378
Federal National Mortgage Association 145,000 68,335
Federal Home Loan Bank 50,000 45,000
Federal Juducuary Office 100,000 21,449
Financing Corporation Coupon FICO 300,000 92,899
Financing Corporation Fed B/E 100,000 35,703
Financing Corporation Prin FICO 101,000 28,002
Gold King Cons Inc 1,000 4
Gov. Natl. Mtg. Assn. 2,957,221 317,722
Government Tr. Ctfs. 120,000 87,511
Investment Co. America 13 424
Maxicare Health Plans 2 6
PG&E Corporation 300 6,150
Rancon Realty Fund 27,450 11,749
Rancon Realty Fd. V CA. L.P. 17,250 7,918
Resolution Fdg. Corp. Fed. 250,000 242,393
Treas. Invt. Growth Rcpts. 62,000 54,427
Treasury Bd. Rcpts. 50,000 48,997
U.S. Treasury Bond Stripped 114,000 22,479
U.S. Treasury Bill 839,000 817,537
U.S. Treasury Bond 755,000 269,250
U.S. Treasury Cpn. Under 53,000 35,858
U.S. Treasury Note 460,000 457,523
U.S. Treasury Security Stripped 4,192,000 2,576,141
--------------------------------------------------------------------------------------------------------------------------
Total Self-Directed Investments 6,256,585
--------------------------------------------------------------------------------------------------------------------------
Participant's Loans Receivable, various rates and maturities * 104,809,617
--------------------------------------------------------------------------------------------------------------------------
Total investments $ 3,473,037,455
--------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Party-in-Interest.
(a) Cost of plan assets for this nonparticipant-directed investment is
$45,290,094.
(b) Cost of plan assets for this nonparticipant-directed plan is $1,449,624.
(c) Interest rates and maturity dates of assets held in the self-directed
investments are not available from the Trustee.
NOTE
The above data is based on information which has been certified as complete
and accurate by the Trustee.
<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
/s/ BENJAMIN J. JOLLEY
--------------------------------
Benjamin J. Jolley
Senior Vice President
June 28, 2000
<PAGE>
EXHIBIT INDEX
--------------------------------------------------------------------------------
Exhibit No. Description Location
(23) Independent Auditors' Consent Filed herewith
