SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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, 2000
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, 2000 and
1999
Statement of Changes in Net Assets Available for Benefits, For the Year
Ended December 31, 2000
Notes to Financial Statements
Supplemental Schedule:
Schedule of Assets Held for Investment Purposes at End of Year,
December 31, 2000
(b) The following Exhibit is filed as part of this Annual Report on Form 11-K:
Independent Auditors' Consent
FIRST UNION CORPORATION
SAVINGS PLAN
Financial Statements
and Schedules
As of December 31, 2000 and 1999 and for the
year ended December 31, 2000
(With Independent Auditors' Report Thereon)
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,
2000 and 1999, and the related statement of changes in net assets available for
benefits for the year ended December 31, 2000. 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 auditing standards generally
accepted in the United States of America. 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, 2000 and 1999, and the changes in net assets available for
benefits for the year ended December 31, 2000, in conformity with accounting
principles generally accepted in the United States of America.
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, and schedule of nonexempt
transactions as of December 31, 2000 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 supplemental schedules 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 LLP
Charlotte, North Carolina
June 22, 2001
FIRST UNION CORPORATION
SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
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December 31,
---------------------------------------
2000 1999
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ASSETS
Investments, at fair value
Marketable
Evergreen U.S. Government Fund $ 86,061,100 87,008,486
Evergreen Balanced Fund 149,564,674 136,493,115
Stable Fund 561,723,668 615,763,559
Evergreen Foundation Fund 235,647,131 269,898,601
Evergreen Fund 254,383,628 317,208,584
FUNB Enhanced Stock Market Fund 642,506,869 780,167,539
Evergreen International Growth Fund 79,939,589 71,914,779
Evergreen Growth Fund 130,120,150 54,604,382
Employee Stock Ownership Plan
First Union Corporation common stock
Allocated 579,902,333 837,223,989
Unallocated 79,695,940 101,122,868
Cash and cash equivalents
Allocated 155,738,831 89,115,727
Unallocated 1,383,320 1,449,624
Self-Directed Investments, at fair value 2,524,840 6,256,585
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Total marketable investments 2,959,192,073 3,368,227,838
Participants' loans receivable 112,597,312 104,809,617
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Total investments 3,071,789,385 3,473,037,455
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Receivable from merged plan - 14,800,265
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Total assets 3,071,789,385 3,487,837,720
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LIABILITIES
Refund of excess contributions and earnings 4,621,533 -
Loan payable - Employee Stock Ownership Plan - unallocated 51,220,634 53,005,029
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Net assets available for benefits $ 3,015,947,218 3,434,832,691
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See accompanying notes to financial statements.
FIRST UNION CORPORATION
SAVINGS PLAN
STATEMENT OF CHANGES IN , FOR BENEFITS
--------------------------------------------------------------------------------
Year Ended December 31, 2000
-----------------------------------------------------------------------
Employee
Stock
Ownership
Participant Plan-
Directed Unallocated Total
-----------------------------------------------------------------------------------------------------------------------------
ADDITIONS TO PLAN ASSETS
Investment income
Interest on loans $ 7,828,958 - 7,828,958
Net depreciation
in fair value of investments (138,829,186) (9,734,583) (148,563,769)
-----------------------------------------------------------------------------------------------------------------------------
Total investment loss (131,000,228) (9,734,583) (140,734,811)
Employer contributions 124,755,545 660,415 125,415,960
Employee contributions 177,363,464 - 177,363,464
Net assets contributed through
mergers 644,667 - 644,667
Transfers from other funds 184,137,554 - 184,137,554
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Total additions to plan assets 355,901,002 (9,074,168) 346,826,834
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DEDUCTIONS FROM PLAN
ASSETS
Participants' withdrawals 574,330,577 - 574,330,577
Transfers to other funds 178,135,690 6,001,864 184,137,554
Interest expense - 4,632,805 4,632,805
Administrative expenses 2,611,371 - 2,611,371
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Total deductions from plan
assets 755,077,638 10,634,669 765,712,307
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Decrease in net assets
available for benefits (399,176,636) (19,708,837) (418,885,473)
Net assets available for benefits
Beginning of year 3,385,265,228 49,567,463 3,434,832,691
-----------------------------------------------------------------------------------------------------------------------------
End of year $ 2,986,088,592 29,858,626 3,015,947,218
=============================================================================================================================
See accompanying notes to financial statements.
FIRST UNION CORPORATION
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 and 1999
--------------------------------------------------------------------------------
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, and which is 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)
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, 2000 and
1999, 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)
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,
2000. 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 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 $3 million at December 31, 2000. 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 were liquidated by January 31, 2001.
In April 1998, Nationwide Remittance Centers, Inc. was acquired by First
Union Corporation. Assets of their plan, which were approximately $1 million,
were transferred to the Plan on August 31, 2000.
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 Accountants
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)
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 accounting principles generally accepted in the United States of
America.
The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States of America 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 6.01 percent to 8.00 percent and 6.21 percent to 8.25 percent
at December 31, 2000 and 1999, respectively, with remaining maturities not
greater than 3 years. The average yields for the investment contracts ranged
from 6.01 percent to 8.00 percent and 6.20 percent to 8.20 percent for the years
ended December 31, 2000 and 1999, respectively.
December 31,
----------------------------------------
2000 1999
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INVESTMENTS, AT FAIR VALUE
Marketable
Evergreen Balanced Fund $ 149,564,674 136,493,115
Stable Fund
Corporate bonds 339,922,319 479,674,445
Investment contracts 135,600,754 89,042,061
Evergreen Foundation Fund 235,647,131 269,898,601
Evergreen Fund 254,383,628 317,208,584
FUNB Enhanced Stock Market Fund 642,506,869 780,167,539
Employee Stock Ownership Plan
First Union Corporation common stock 659,598,273 938,346,857
Not readily marketable
Participants' loans receivable $ 112,597,312 104,809,617
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(Continued)
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,
----------------
2000
-----------------------------------------------------------------------------------------------------------------------------------
Evergreen U.S. Government Fund $ 9,257,341
Evergreen Balanced Fund 2,014,261
Stable Fund 34,804,763
Evergreen Foundation Fund (11,951,202)
Evergreen Fund (41,134,528)
FUNB Enhanced Stock Market Fund (71,041,085)
Evergreen International Growth Fund (5,768,547)
Evergreen Growth Fund 5,922,866
First Union Corporation common stock (70,875,035)
Self-Directed Investments 207,397
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Net depreciation $ (148,563,769)
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NOTE 4: INCOME TAXES
The Internal Revenue Service has determined and informed the Companies by a
letter dated December 20, 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.
Participant contributions made to the Plan must not discriminate in favor
of highly compensated employees ("HCE's"). The Plan has failed the Actual
Deferral Percentage test for the plan year 2000. In order to correct this
failure, excess contributions plus earnings must be returned to HCE's.
Subsequent to December 31, 2000, the Plan refunded excess contributions and
earnings thereon of $3,060,571 to HCE's. In addition, $1,560,962 of employer
matching contributions have been forfeited, and will be used to reduce future
obligations of the Companies. These amounts have been reflected in the
accompanying financial statements for the year ended December 31, 2000. The
excess contributions were refunded to participants within two and one-half
months after year-end.
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 2000, the Plan paid administrative expenses to First Union National
Bank amounting to $2,611,371.
(Continued)
6
FIRST UNION CORPORATION
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
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 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:
2001 $1,947,632
2002 2,125,803
2003 2,320,273
2004 2,532,533
2005 $2,764,211
As the Plan makes each payment of principal, an appropriate percentage of
common stock will be available to fund the Companies' 1 percent match in
accordance with the provisions of the Plan document. If shares made available
after payment of principal are in excess of those amounts required to fund the
Companies' 1 percent matching contribution, those shares may be utilized to fund
the Companies' matching contribution where participants have elected to invest
in the First Union Corporation Common Stock Fund or in participant contributions
where participants have elected to invest in First Union Corporation common
stock. 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 2,865,472 unallocated shares of First
Union Corporation common stock at December 31, 2000, and is guaranteed by the
Company. In 2000, 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 2000
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.
NOTE 7: PROHIBITED TRANSACTION
Prior to January 2, 2000, certain participant loan repayments were not
credited to participants' accounts on a timely basis. In 2000, the Companies
identified the effected participants and properly applied the loan repayments to
the participants' accounts, including principal and interest, in the amount of
$21,136.
SCHEDULE 1
Page 1
FIRST UNION CORPORATION
SAVINGS PLAN
Schedule of Assets Held for Investment Purposes at End of Year
--------------------------------------------------------------------------------
December 31,2000
-----------------------------------------
Par Value
or Number Fair
Identity of Issue of Units Value
-----------------------------------------------------------------------------------------------------------------------------
MUTUAL FUNDS
Evergreen U.S. Government Fund * 8,282,592 $ 86,061,100
Evergreen Balanced Fund * 12,209,361 149,564,674
Evergreen Foundation Fund * 12,793,004 235,647,131
Evergreen Fund * 16,669,963 254,383,628
Evergreen International Growth Fund * 9,689,647 79,939,589
Evergreen Growth Fund * 7,717,684 130,120,150
-----------------------------------------------------------------------------------------------------------------------------
Total Mutual Funds 935,716,272
-----------------------------------------------------------------------------------------------------------------------------
COLLECTIVE INVESTMENT FUNDS
First Union Enhanced Stock Market Fund * 8,035,222 642,506,869
-----------------------------------------------------------------------------------------------------------------------------
STABLE FUND *
CASH MANAGEMENT ACCOUNTS
Valiant General Fund 12,622,451 12,622,451
-----------------------------------------------------------------------------------------------------------------------------
COMMERCIAL PAPER
Asset One Sec LLC, due 1/12/01 10,000,000 9,977,710
Atlantic Asset Securitization, due 1/22/01 20,000,000 19,920,640
Check Pt Charlie Inc., due 1/22/01 20,000,000 19,920,640
MPF Two Limited, due 1/31/01 20,000,000 19,889,904
-----------------------------------------------------------------------------------------------------------------------------
Total Corporate Bonds 69,708,894
-----------------------------------------------------------------------------------------------------------------------------
CORPORATE BONDS
Goldman Sachs Group Limited Partnership, 6.98%, due 1/16/01 10,000,000 10,001,400
Goldman Sachs Group Limited Partnership, 7.16%, due 1/26/01 10,000,000 10,004,200
Morgan Stanley Dean Witter Discover and Co, 6.85%, due 2/23/01 10,000,000 10,006,200
Citicorp Medium Term Notes, 5.45%, due 5/24/01 10,000,000 10,008,100
Caterpillar Financial Services Corporation, 4.94%, due 7/9/01 20,000,000 20,008,600
Bear Stearns Company Incorporated, 5.78%, due 8/1/01 15,000,000 15,015,600
General Motors Acceptance Corporation, 5.60%, due 8/6/01 5,000,000 5,007,700
Merrill Lynch and Company, 5.48%, due 8/10/01 14,000,000 14,011,480
Wells Fargo and Company, 5.23%, due 9/15/01 15,000,000 15,030,600
Merrill Lynch and Company, 5.05%, due 9/21/01 15,000,000 15,015,750
American Express Travel Euro Bond, 4.52%, due 10/24/01 21,000,000 21,001,050
Xerox Corporation, 5.77%, due 11/5/01 16,000,000 12,389,600
General Motors Acceptance Corporation, 5.16%, due 12/10/01 15,000,000 15,007,500
Fleet National Bank, 5.29%, due 12/14/01 10,000,000 10,022,700
Ford Motor Credit Company, 4.89%, due 1/17/02 23,731,000 23,735,746
Chase Manhattan Corporation, 4.61%, due 1/22/02 20,000,000 20,019,600
Lehman Brothers Holdings Incorporated, 5.48%, due 2/1/02 5,000,000 5,007,700
Lehman Brothers Holdings Incorporated, 5.42%, due 2/12/02 6,000,000 6,003,060
Bank of America Corporation, 5.47%, due 2/20/02 5,000,000 4,992,750
Liberty Lighthouse US Capital Company, 5.55%, due 2/22/02 20,000,000 20,043,800
Associates Corporation of North America, 5.53%, due 5/17/02 12,000,000 12,009,360
Bear Stearns Company Incorporated, 5.91%, due 11/18/02 20,000,000 20,002,800
Paine Webber Group Incorporated, 5.91%, due 11/18/02 20,000,000 20,000,000
(continued)
SCHEDULE 1
Page 2
FIRST UNION CORPORATION
SAVINGS PLAN
Schedule of Assets Held for Investment Purposes at End of Year
--------------------------------------------------------------------------------
December 31,2000
-----------------------------------------
Par Value
or Number Fair
Identity of Issue of Units Value
---------------------------------------------------------------------------------------------------------------------------------
Ford Motor Credit Company, 5.4%, due 8/27/06 15,000,000 14,993,700
TMS Home Equity Loan, 6.90%, due 7/15/07 * 575,562 574,123
Associates Corporation of North America, 5.4%, due 8/27/11 10,000,000 10,009,200
---------------------------------------------------------------------------------------------------------------------------------
Total Corporate Bonds 339,922,319
---------------------------------------------------------------------------------------------------------------------------------
INVESTMENT CONTRACTS
Monumental Life Insurance Company, Contract #ADA00198ST, 6.01%, open-ended maturity 10,547,511 10,547,511
Principal Life Insurance Company, Contract #4-40344-1, 7.13%, due 9/15/03 10,205,690 10,205,690
John Hancock Mutual Life Insurance Company, Contract #14478GAC, 7.62%, due 9/7/04 10,622,174 10,622,174
Canada Life Assurance Company, Contract #P46050, 7.17%, due 11/15/04 10,087,651 10,087,651
Allstate Life Insurance Company, Contract #GA6225, 7.25%, due 12/1/04 10,061,575 10,061,575
Principal Life Insurance Company, Contract #4-40344-2, 7.91%, due 2/10/05 10,688,245 10,688,245
Travelers Insurance Company, Contract #GR17599, 7.84%, due 5/5/05 10,504,111 10,504,111
Travelers Insurance Company, Contract #GR17617, 8.00%, due 8/25/05 10,461,559 10,461,559
John Hancock Mutual Life Insurance Company, Contract #15026GAC, 7.3%, due 9/1/05 10,226,451 10,226,451
Allstate Life Insurance Company, Contract #GA6298, 7.37%, due 9/1/05 10,228,569 10,228,569
John Hancock Mutual Life Insurance Company, Contract #15079GAC, 7.25%, due 11/10/05 5,047,203 5,047,203
Principal Life Insurance Company, Contract #4-40344-3, 7.25%, due 11/10/05 5,047,203 5,047,203
Metlife, Contract #0025204, 7.34%, due 1/1/2099 21,872,812 21,872,812
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Total Investment Contracts 135,600,754
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Accrued Receivable on Assets of the Stable Fund 3,869,250
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Total Stable Fund 561,723,668
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EMPLOYEE STOCK OWNERSHIP PLAN
First Union Corporation common stock *
Allocated 20,850,421 579,902,333
Unallocated (a) 2,865,472 79,695,940
Valiant General Fund - Cash Management Account
Allocated 155,738,831 155,738,831
Unallocated (b) 1,383,320 1,383,320
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Total Employee Stock Ownership Plan 816,720,424
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(continued)
SCHEDULE 1
Page 3
FIRST UNION CORPORATION
SAVINGS PLAN
Schedule of Assets Held for Investment Purposes at End of Year
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December 31,2000
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Par Value
or Number Fair
Identity of Issue of Units Value
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SELF-DIRECTED INVESTMENTS (c)
Certificate of Accrual Treasury Security 82,000 70,791
Easygrowth Treasury Receipts 250,000 226,780
GNMA 2,935,221 263,580
Govt Trust Israel 60,000 49,768
Govt Trust Certificates 60,000 48,406
U.S. Treasury Bond 100,000 103,048
U.S. Treasury Cubb 53,000 40,373
U.S. Treasury Note 50,000 53,226
U.S. Treasury Security Stripped 2,285,000 1,668,868
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Total Self-Directed Investments 2,524,840
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Participants' Loans Receivable, various rates and maturities * 112,597,312
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Total investments $ 3,071,789,385
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* Party-in-Interest.
(a) Cost of plan assets for this nonparticipant-directed investment is $42,270,770.
(b) Cost of plan assets for this nonparticipant-directed plan is $1,383,320.
(c) Interest rates and maturity dates of assets held in the self-directed investments are not available from the Trustee.
SCHEDULE 2
FIRST UNION CORPORATION
SAVINGS PLAN
Schedule of Nonexempt Transactions
Year Ended December 31, 2000
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Identity of Relationship Description Amount
Party Involved to the Plan of Transaction Involved
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First Union Corporation Plan sponsor Participant loan repayments not remitted $ 21,136
to participant accounts on a timely basis
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SIGNATURES
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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 22, 2001
EXHIBIT INDEX
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Exhibit No. Description Location
(23) Independent Auditors' Consent Filed herewith