FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
ANNUAL REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended 12/31/96 Commission File Number 0-11172
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC.
(Exact name of registrant as specified in its charter)
State of South Carolina 57-0738665
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1230 Main Street
Columbia, South Carolina 29201
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (803) 733-3456
Securities Registered Pursuant to Section 12(b) of the Act:
None
Securities Registered Pursuant to Section 12 (g) of the Act:
Common Stock, $5.00 per value
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [ X ] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
Regulation S-K is not contained herein, and will not be contained, to be the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the Registrant's Voting Common Stock held by
non-affiliates as of March 7, 1997 was $62,958,600. The Registrant's voting
Preferred Stock is not regularly traded and has no quoted prices and therefore
has no readily ascertainable market value.
As of March 7, 1997, there were 892,813 outstanding shares of the Registrant's
Voting Common Stock, $5.00 par value per share, and 36,409 outstanding shares of
its Non-Voting Common Stock, $5.00 par value per share.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the Registrant's Annual Report to Shareholders for the
fiscal year ended December 31, 1996, are incorporated by reference into Parts I
and II.
(2) Portions of the Registrant's definitive Proxy Statement dated March
14, 1997 for the Annual Meeting of Shareholders to be held April 23, 1997, are
incorporated by reference into Part III.
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PART I.
ITEM 1. BUSINESS
First Citizens Bancorporation of South Carolina, Inc. ("Bancorporation" or
"Registrant"), a South Carolina corporation, is a bank holding company organized
in 1982 which owns all the outstanding stock of First-Citizens Bank and Trust
Company of South Carolina ("Bank"). The Bank, which is the principal asset and
source of income of Bancorporation, is engaged in the general banking business
throughout South Carolina and offers complete retail, commercial banking and
trust services. The net income of the Bank constituted approximately 99% of the
consolidated net income of Bancorporation for the year ended December 31, 1996,
and the assets of the Bank constituted approximately 99% of the consolidated
assets of Bancorporation at December 31, 1996. Wateree Enterprises, Inc., a
wholly-owned subsidiary of the Bank, through its wholly-owned subsidiary,
Wateree Life Insurance Company, a South Carolina corporation, issues credit
life, accident and health insurance on borrowers from the Bank. Another
wholly-owned subsidiary of Wateree Enterprises, Inc. is Wateree Agency, Inc., a
South Carolina corporation, which acts as agent for the sale of insurance to the
Bank's customers.
SUPERVISION AND REGULATION
As a bank holding company, Bancorporation is subject to regulation by the
Federal Reserve Board ("FRB") under the Bank Holding Company Act of 1956, as
amended ("BHC Act"), and its examination and reporting requirements.
Bancorporation is likewise subject to the requirements of the BHC Act which
impose certain limitations and restrictions on the degree to which
Bancorporation may conduct non-banking activities and the extent to which
Bancorporation may engage in merger and acquisition activities. In addition to
the provisions of the BHC Act, state banking commissions serve in a supervisory
and regulatory capacity with respect to bank holding company activities.
Federal law regulates transactions among Bancorporation and its
affiliates, including the amount of its banking affiliate's loans to, or
investment in, non-banking affiliates. In addition, various requirements and
restrictions under federal and state laws regulate the operations of
Bancorporation's banking affiliate, requiring the maintenance of reserves
against deposits, limiting the nature of loans and interest that may be charged
thereon, restricting investments and other activities, and subjecting the
banking affiliate to regulation and examination by the state banking authorities
and the FDIC.
There are various legal and regulatory limits on the extent to which
Bancorporation's subsidiary bank may pay dividends or otherwise supply funds to
Bancorporation. In addition, federal and state regulatory agencies have the
authority to prevent a bank or bank holding company from paying a dividend or
engaging in any activity that, in the opinion of the agency, would constitute an
unsafe or unsound practice.
Under FRB policy, Bancorporation is expected to act as a source of
financial strength to, and commit resources to support, its subsidiary bank. In
addition, under the Financial Institutions Reform, Recovery and Enforcement Act
("FIRREA"), a depository institution insured by the FDIC can be held liable for
any loss incurred by, or reasonably expected to be incurred by, the FDIC in
connection with the default of a commonly controlled FDIC insured depository
institution. Under the Federal Deposit Insurance Corporation Improvement Act of
1991 ("FDICIA"), federal banking regulators are required to take prompt
corrective action in respect of depository institutions that do not meet minimum
capital requirements. FDICIA generally prohibits a depository institution from
making any capital distribution or paying management fees to its holding company
if the depository institution would thereafter be undercapitalized. In addition,
undercapitalized institutions will be subject to restrictions on borrowing from
the Federal Reserve System, to growth limitations and to obligations to submit
capital restoration plans. In order for a capital restoration plan to be
acceptable, the depository institution's parent holding company must guarantee
the institution's compliance with the capital restoration plan up to an amount
not exceeding 5% of the depository institution's total assets. Significantly
undercapitalized institutions are subject to greater restrictions, and
critically undercapitalized institutions are subject to appointment of a
receiver.
FDICIA also substantially revises the bank regulatory insurance coverage
and funding provisions of the Federal Deposit Insurance Act and makes revisions
to several other federal banking statutes. FDICIA imposes substantial new
examination, audit and reporting requirements on insured depository
institutions. Under FDICIA, each federal banking agency must prescribe standards
for depository institutions and depository institution holding companies
relating to internal controls, information systems, internal audit systems, loan
documentation, credit underwriting, interest rate exposure, asset growth,
compensation, a maximum ratio of classified assets to capital, minimum earnings
sufficient to absorb losses, a minimum ratio of market value to book value for
publicly traded shares, and other standards as the agency deems appropriate.
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The FDIC has adopted or currently proposes to adopt rules pursuant to
FDICIA that include: (a) real estate lending standards for banks, (b) revision
to the risk-based capital rules; (c) rules requiring depository institutions to
develop and implement internal procedures to evaluate and control credit and
settlement exposure to their correspondent banks; (d) a rule restricting the
ability of depository institutions that are not well capitalized from accepting
brokered deposits; (e) rules addressing various "safety and soundness" issues,
including operations and managerial standards for asset quality, earnings and
stock valuations, and compensation standards for the officers, directors,
employees and principal shareholders of the depository institution; and (f)
rules mandating enhanced financial reporting and audit requirements.
Uncertainties surrounding the health and solvency of the banking and
thrift industries, as well as continued concerns relating to the viability of
the FDIC, will likely result in additional legislation aimed at banking industry
reform.
FIRST-CITIZENS BANK AND TRUST COMPANY OF SOUTH CAROLINA
The Bank was organized as a state bank in 1964. Its predecessor, Anderson
Brothers Bank, was organized in 1936. As measured by deposits, the Bank is the
fifth largest commercial bank in South Carolina and has 123 offices throughout
South Carolina.
The Bank is an insured bank and is supervised, examined and regulated by
the Federal Deposit Insurance Corporation and the South Carolina State Board of
Financial Institutions.
For the year ended December 31, 1996, approximately 67.1% of the revenues
of the Bank were derived from interest and fees on loans, 18.5% from income on
investment securities, 0.6% from income on temporary investments, 0.6% from
trust fees, 7.8% from service charges on deposit accounts and 5.4% from other
sources.
During 1996, the Bank acquired branch locations in Barnwell, New Ellenton,
Richburg and Chester, South Carolina, from other financial institutions. Further
information concerning these transactions is contained in the section entitled
"Management's Discussion and Analysis" of the Registrant's 1996 Annual Report to
Shareholders which is incorporated herein by reference.
Commercial Banking Services. The Bank provides a wide range of traditional
commercial banking and related financial services to customers engaged in
manufacturing, wholesaling, retailing, providing services, buying and selling
real estate, and agriculture, and to institutions and agencies of state
government. It makes commercial loans for various purposes, including working
capital, real estate financing, equipment financing and floor plan loans for
automobile dealers. As of December 31, 1996, commercial and real estate loans
accounted for approximately 72% of the Bank's total loans. Interest and fees on
commercial and real estate loans constituted 46% of the Bank's operating
revenues for the year ended December 31, 1996.
Consumer Services. The Bank provides a full range of consumer banking
services, including checking accounts, savings programs, installment lending
services, real estate loans, trust accounts, travelers' cheques and safe deposit
facilities through its branch offices in South Carolina. The Bank provides
automated teller machines in over 104 locations and participates in an
electronic transfer network which presently gives customers access to their
accounts through automated teller machines worldwide. The Bank issues MasterCard
and VISA cards. As of December 31, 1996, consumer loans accounted for
approximately 27% of the Bank's total loan portfolio. Interest and fees for
consumer loans and services contributed 20% of the Bank's operating revenues for
the year ended December 31, 1996.
Trust Services. Through its trust department, the Bank offers a full range
of trust services. To individuals, the services offered include acting as
executor and administrator of decedents' estates, trustee of various types of
trusts, guardian of estates of minors and incompetents, portfolio management
service, investment counseling and assistance in estate planning. For
corporations, offered services include acting as registrar, transfer agent,
dividend paying agent for stock issues, and as trustee for bond and debenture
issues and pension and profit sharing plans. Fees for trust services contributed
0.6% of the Bank's operating revenues for the year ended December 31, 1996.
STATISTICAL DATA
Certain statistical disclosures for bank holding companies required by
Guide 3 are included in the section entitled "Management's Discussion and
Analysis" on pages 3 through 15 of the Registrant's 1996 Annual Report to
Shareholders which is incorporated herein by reference.
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NON-BANKING SUBSIDIARY
Wateree Life Insurance Company issues credit life insurance on
borrowers from the Bank. All policies in excess of $30,000 and individual
accident and health policies are insured by another insurance company. The
company had earned premiums of $307,359 or 0.2% of Bancorporation's consolidated
operating revenues for the year ended December 31, 1996. For the year ended
December 31, 1996, Wateree had income of $155,670 . Total insurance in force
amounted to $39,933,000 at December 31, 1996.
Wateree Agency, Inc. acts as agent for the sale of insurance to the Bank's
customers. Net income for the year ended December 31, 1996 was not material.
EMPLOYEES OF BANCORPORATION
Bancorporation has no salaried employees. As of December 31, 1996, the
Bank and its subsidiaries had 1,009 full-time equivalent employees.
Bancorporation and its subsidiaries are not parties to any collective bargaining
agreement and relations with employees are considered to be good.
COMPETITION
Because South Carolina allows statewide branch banking, the Bank must
compete in local markets throughout the state with other depository
institutions. The Bank is subject to intense competition from various financial
institutions and other companies or firms that engage in similar activities,
both for local business in individual communities and for business in the
national market. The Bank competes for deposits with other commercial banks,
savings and loan associations, credit unions and with the issuers of commercial
paper and other securities, such as shares in money market funds. In making
loans, the Bank competes with other commercial banks, savings and loan
associations, consumer finance companies, credit unions, leasing companies and
other lenders. In addition, competition for personal and corporate trust
services is offered by insurance companies, other businesses and individuals.
A factor which has also increased competition in the Bank's local markets
is reciprocal interstate banking legislation. South Carolina law allows bank
holding companies in 12 other Southeastern states and the District of Columbia
to acquire banks and bank holding companies in South Carolina, provided that
reciprocal legislation has been passed in such other state or district. As a
result, a number of large bank holding companies located in other states and
having consolidated resources greater than those of Bancorporation (among them
four of the largest in the Southeastern United States) have acquired banks
located in South Carolina with which the Bank competes in its local markets. The
Bank is the fifth largest bank in South Carolina in terms of assets, but is the
largest bank owned by a South Carolina based holding company.
During September 1994, Congress adopted new legislation which, subject to
certain limitations, permits adequately capitalized and managed bank holding
companies to acquire control of a bank in any state (the "Interstate Banking
Law"). Also, beginning June 1, 1997 and subject to certain limitations, the
Interstate Banking Law permits banks to merge with one another across state
lines. Each state can authorize mergers earlier than that date and also can
choose to permit out-of-state banks to open branch offices within that state's
borders. Alternatively, a state can opt out of interstate branching by adopting
legislation before June 1, 1997. As of March 1997, South Carolina has not
adopted any such legislation in response to the Interstate Banking Law.
ITEM 2. PROPERTIES
Bancorporation owns in fee simple 1 piece of property having a book value
at December 31, 1996 of $68,450. To the limited extent necessary, it occupies
space owned by the Bank. Bancorporation's and the Bank's principal office is
located at 1230 Main Street in Columbia, South Carolina.
The Bank owns in fee simple 196 properties having a book value at December
31, 1996 of $38,281,524 which are used for its main office, branch office
locations, associated parking lots for customers and employees, or housing other
operational units of the Bank. In addition, the Bank leases 31 properties,
substantially all of which are used for branch office locations and associated
parking lots for customers and employees. All of these leases are for relatively
long terms or include renewal options considered by management of the Bank to be
adequate. Rental expense paid for these properties in 1996 was approximately
$404,000, which was offset by $926,000 in rental income.
The properties leased and owned are all generally considered adequate for
the Bank's purposes; however, there is a continuing program of modernization,
expansion, and the occasional replacement of facilities. Maintenance and repairs
are not significant items of expense in the Bank's operations. Items of a
capital nature are added to the property accounts, and, at such time as they are
retired or otherwise disposed of, the cost and accumulated depreciation are
removed from the related accounts and the resulting gains or losses are
reflected in income.
For information concerning Bancorporation's commitments under current
leasing arrangements, see Note 14 to Bancorporation's Consolidated Financial
Statements.
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ITEM 3. LEGAL PROCEEDINGS
Neither Bancorporation nor its subsidiary, the Bank, nor its subsidiaries,
are a party to, nor is any of their property the subject of, any material or
other pending legal proceeding, other than ordinary routine proceedings
incidental to their business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
The information required by this item is incorporated herein by reference
to the section entitled "Market and Dividend Information Regarding Common and
Preferred Stock" on the inside cover of the Registrant's 1996 Annual Report to
Shareholders.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this item is incorporated herein by reference
to the section entitled "Financial Highlights" on Page 1 of the Registrant's
1996 Annual Report to Shareholders.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The information required by this item is incorporated herein by reference
to the section entitled "Management's Discussion and Analysis" on pages 3
through 16 of the Registrant's 1996 Annual Report to Shareholders. The
statistical disclosures for bank holding companies required by Guide 3 are
included therein.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is incorporated herein by reference
to the financial statements and supplementary data set forth on pages 17 through
32 of the Registrant's 1996 Annual Report to Shareholders.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information under the captions "PROPOSAL 2: ELECTION OF DIRECTORS" and
"Executive Officers" on Pages 6 through 8 and Page 10 of Bancorporation's
definitive Proxy Statement dated March 14, 1997, is incorporated herein by
reference.
ITEM 11. EXECUTIVE COMPENSATION
The information under the captions "Directors' Fees", "Compensation
Committee Interlocks and Insider Participation", "Executive Compensation" and
"Pension Plan" on Pages 8 through 12 of Bancorporation's definitive Proxy
Statement dated March 14, 1997, is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information under the captions "PRINCIPAL HOLDERS OF VOTING
SECURITIES", "OWNERSHIP OF SECURITIES BY MANAGEMENT" and "REQUIRED REPORTS OF
BENEFICIAL OWNERSHIP" on Pages 2 through 6 of Bancorporation's definitive Proxy
Statement dated March 14, 1997, is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information in Footnotes (4) and (6) on Page 8 and under the captions
"Compensation Committee Interlocks and Insider Participation" and "Transactions
with Management" on Pages 9 and 13-14 of Bancorporation's definitive Proxy
Statement dated March 14, 1997, is incorporated herein by reference.
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PART IV
ITEM 14. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) (1) Financial Statements:
The following consolidated financial statements of First Citizens
Bancorporation of South Carolina, Inc. and subsidiary included in the
Registrant's 1996 Annual Report to Shareholders are incorporated by
reference in Item 8 from pages 17 through 32 of the Annual Report:
Report of Independent Accountants
Consolidated Balance Sheet
Consolidated Statement of Income
Consolidated Statement of Changes in Stockholders' Equity
Consolidated Statement of Cash Flows
Notes to Consolidated Financial Statements
(2) Financial Statement Schedules:
All schedules are omitted as the required information is either
inapplicable or is presented in the consolidated financial statements
of the Registrant and its subsidiary or Notes thereto incorporated
herein by reference.
(3) The following exhibits are either attached hereto or incorporated
by reference:
3.1 Articles of Incorporation of the Registrant as amended
(incorporated herein by reference to Exhibit 3.1 of the
Registrant's 1994 Annual Report on Form 10-K).
3.3 Bylaws of the Registrant as amended, filed herewith.
10.1 Term Loan Agreement (incorporated herein by reference to
Exhibit 10.1 in the Registrant's 1987 Annual Report on Form
10-K).
*10.2 Retirement Agreement between T. E. Brogdon and the
Bank (incorporated herein by reference to Exhibit 10.2 of
the Registrant's 1988 Annual Report on Form 10-K).
*10.3 Employment Contract between E. Hite Miller, Sr. and the
Bank (incorporated herein by reference to Exhibit 10.3 of
the Registrant's 1988 Annual Report on Form 10-K).
13. Registrant's 1996 Annual Report to Shareholders, filed
herewith.
22. Subsidiaries of the Registrant (incorporated herein by
reference to Exhibit 22 in the Registrant's 1995 Annual
Report on Form 10-K, as amended by form 10-K/A).
27. Financial Data Schedule, filed herewith.
**99. Registrant's Definitive Proxy Statement for the Annual
Meeting dated March 14, 1997.
*Denotes a management contract or compensatory plan or
arrangement in which an executive officer or director of
Registrant participates.
**Pursuant to Rule 12b-23(a)(3), this exhibit is not being
refiled.
(b)Reports on Form 8-K:
No reports on Form 8-K were filed during the three month period ended
December 31, 1996.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Dated: 03/21/97 FIRST CITIZENS BANCORPORATION
OF SOUTH CAROLINA, INC.
(Registrant)
By: /s/ Jay C. Case
Jay C. Case, Treasurer and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the date indicated.
SIGNATURES TITLE DATE
/s/ E. Hite Miller, Sr. Chairman of the Board 03/21/97
E. Hite Miller, Sr.
/s/ Frank B. Holding Vice Chairman of the Board 03/21/97
Frank B. Holding
/s/ Jim B. Apple President and Director 03/21/97
Jim B. Apple
/s/ Jay. C. Case Treasurer and Chief 03/21/97
Jay C. Case Financial Officer
/s/ Richard W. Blackmon Director 03/21/97
Richard W. Blackmon
/s/ George H. Broadrick Director 03/21/97
George H. Broadrick
Director
T. E. Brogdon
Director
Laurens W. Floyd
/s/ William E. Hancock, III Director 03/21/97
William E. Hancock, III
/s/ Robert B. Haynes Director 03/21/97
Robert B. Haynes
/s/ Wycliffe E. Haynes Director 03/21/97
Wycliffe E. Haynes
/s/ Lewis M. Henderson Director 03/21/97
Lewis M. Henderson
/s/ Carmen P. Holding Director 03/21/97
Carmen P. Holding
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SIGNATURES TITLE DATE
/s/ Dan H. Jordan Director 03/21/97
Dan H. Jordan
Director
N. Welch Morrisette, Jr.
/s/ E. Perry Palmer Director 03/21/97
E. Perry Palmer
/s/ William E. Sellers Director 03/21/97
William E. Sellers
/s/ Henry F. Sherrill Director 03/21/97
Henry F. Sherrill
/s/ Jack S. Stanley Director 03/21/97
Jack S. Stanley
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FORM 10-K
EXHIBIT INDEX
Exhibit Number Exhibit
3.1 Articles of Incorporation of Registrant
(incorporated herein by reference to
Exhibit 3.1 of the Registrant's 1994 Annual
Report on Form 10-K)
3.3 Bylaws of Registrant as amended
10.1 Term Loan Agreement (incorporated herein by
reference to Exhibit 10.1 of the
Registrant's 1987 Annual Report on Form
10-K)
10.2 Retirement Agreement between T. E. Brogdon
and the Bank (incorporated herein by
reference to Exhibit 10.2 of the
Registrant's 1988 Annual Report on Form
10-K)
10.3 Employment Contract between E. Hite Miller,
Sr. and the Bank (incorporated herein by
reference to Exhibit 10.3 of the
Registrant's 1988 Annual Report on Form
10-K)
13. Registrant's 1996 Annual Report to
Shareholders
22. Subsidiaries of Registrant (incorporated
herein by reference to Exhibit 22 of the
Registrant's 1995 Annual Report on Form
10-K/A)
27. Financial Data Schedule (Electronic filing
only)
99. Registrant's Definitive Proxy Statement for
the Annual Meeting dated March 14, 1997*
*Pursuant to Rule 12b-23(a) (3), this
exhibit is not being filed.
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EXHIBIT 3.3
BY-LAWS OF
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC.
ARTICLE I - OFFICES
1. Principal office. The principal office of the corporation shall be located
in Columbia, South Carolina.
2. Other offices. The corporation may have offices at such other places, either
within or without the State of South Carolina, as the Board of Directors may
from time to time determine, or as the business of the corporation may require.
ARTICLE II - MEETINGS OF SHAREHOLDERS
1. Place of meetings. All meetings of the shareholders shall be held at the
principal office of the corporation, or at such other place, either within or
without the State of South Carolina, as shall be designated in the notice of the
meeting.
NOTE: PARAGRAPH 2 BELOW WAS CHANGED ON MARCH 3, 1993, AND THE CHANGES ARE
INCLUDED AT THE END OF THIS DOCUMENT.
2. Annual Meeting. An annual meeting of shareholders shall be held on the first
Wednesday in April of each year, if not a legal holiday, but if a legal holiday,
then on the next ensuing day not a legal holiday, for the purpose of electing
directors of the corporation and for the transaction of such other business as
may be properly brought before the meeting.
3. Substitute annual meetings. If the annual meeting be not held on the date
herein specified or within thirty (30) days thereafter, a substitute annual
meeting may be called in the manner provided in Section 4 of this Article. Such
substitute meeting shall for all purposes be deemed to be and treated as the
annual meeting.
4. Special meetings. Special meetings may be called at any time by any one of
the following: (1) the President; (b) the Chairman of the Board of Directors;
(c) a majority of the Board of Directors; or (d) the holders of not less than
ten (10%) percent of the shares entitled to vote at the meeting.
5. Notice of meetings. Written or printed notice stating the time and place of
the meeting and, in case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered not less than ten (10) nor more than
fifty (50) days before the date thereof, either personally or by mail, by or at
the direction of the President, the Secretary, or the officer or persons calling
the meeting, to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited with postage
prepaid in the United States mail, addressed to the shareholder at his address
as it appears on the stock transfer books of the corporation.
In the case of an annual or substitute annual meeting, the notice thereof need
not specifically state the business to be transacted thereat unless it is a
matter, other than election of directors, on which a vote of shareholders is
expressly required by the provisions of the South Carolina Business Corporation
Act.
When a meeting is adjourned for thirty (30) days or more, notice of the
adjourned meeting shall be given as in the case of an original meeting. When a
meeting is adjourned for less than thirty (30) days, notice of the adjourned
meeting need not be given if the time and place of the adjournment are announced
at the meeting at which the adjournment is taken.
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6. Quorum. The holders of a majority of the shares entitled to vote, represented
in person or by proxy, shall constitute a quorum at meetings of shareholders. If
there is no quorum at the opening of a meeting of shareholders, such meeting may
be adjourned from time to time by a vote of majority of the shares voting on the
motion to adjourn. At any adjourned meeting at which a quorum is present, any
business may be transacted which might have been transacted at the original
meeting.
The shareholders at a meeting at which a quorum is present may continue to do
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
7. Voting of shares. The vote of a majority of the shares voted on any matter at
a meeting of shareholders at which a quorum is present shall be the act of the
shareholders on that matter, unless the vote of a greater number is required by
law or by the Articles of Incorporation of the corporation.
Voting on all matters shall be by voice vote or by show of hands unless the
holders of one-tenth of the shares represented at the meeting shall, prior to
the voting on any matter, demand a ballot vote on that particular matter.
8. Informal or irregular action by shareholders. Action taken at any meeting of
shareholders, however called and with whatever notice, if any, shall be deemed
action of the shareholders taken at a meeting duly called and held on proper
notice if: (a) all shareholders entitled to vote at the meeting are present in
person or by proxy, and no shareholder objects to holding the meeting; or (b) a
quorum is present either in person or by proxy, no one present objects to
holding the meeting, and each absent person entitled to vote at the meeting
signs, either before or after the meeting, a written waiver of notice, or
consent to the holding of the meeting, or approval of the action taken as shown
by the minutes thereof.
Any action which may be taken at a meeting of shareholders may be taken without
a meeting if a written consent, setting forth the action so taken, is signed by
the holders of all outstanding shares entitled to vote on such action, or their
attorneys-in-fact or a proxy holder thereof, and is filed with the Secretary of
the corporation as part of the corporation records.
ARTICLE III - DIRECTORS
1. General powers. The business and affairs of the corporation shall be managed
under the direction of the Board of Directors.
NOTE: PARAGRAPH 2 BELOW WAS CHANGED ON APRIL 28, 1993, AND THE CHANGES ARE
INCLUDED AT THE END OF THIS DOCUMENT.
2. Number, term and qualifications. The number of the directors of the
corporation shall not be less than seven (7) nor more than thirty-four (34).
Each director shall hold office until the expiration of the term for which he is
elected, and until his successor shall have been elected and qualify. At each
annual meeting the shareholders shall, within the limits herein set forth, fix
the number of directors which will constitute the Board of Directors for the
ensuing year. The Board of Directors may, at any time, if fixed at fewer than
the maximum number, provide for the addition of one or more directors, but not
exceeding such maximum number and the vacancies so created may be filled by
majority vote of the Board of Directors. Directors so elected shall serve until
the next annual meeting of shareholders and until their successors are elected
and quality.
3. Election of directors. Except as provided in Section 5 of this Article, the
directors shall be elected at the annual meeting of shareholders; and those
persons who receive the highest number of votes shall be deemed to have been
elected. If any shareholder so demands, election of directors shall be by
ballot.
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<PAGE>
4. Removal. Any or all directors may be removed, with or without cause, by a
vote of the holders of a majority of the shares then entitled to vote at an
election of directors, subject to the provisions of the South Carolina Business
Corporation Act pertaining to removal of directors.
5. Vacancies. Any vacancy occurring in the Board of Directors may be filled by a
majority of the remaining directors, even though less than a quorum, or by the
sole remaining director; Directors so elected shall serve until the next annual
meeting of shareholders and until their successors are elected and qualify.
NOTE: PARAGRAPH 6 BELOW WAS CHANGED ON JANUARY 22, 1987 AND LATER ON JANUARY 26,
1994 AND THE CHANGES ARE INCLUDED AT THE END OF THIS DOCUMENT.
6. Chairman. There may be a Chairman of the Board of Directors elected by the
directors from among their number at any meeting of the Board. The Chairman
shall preside at all meetings of the Board of Directors and shall perform such
other duties as may be directed by the Board.
There may be a Co-Chairman of the Board of Directors elected by the directors
from among their members at any meeting of the Board. The Co-Chairman, in the
absence of the Chairman, shall perform the duties of the Chairman, and perform
such other duties as may be directed by the Board.
7. Compensation. The Board of Directors may compensate directors for their
services as such and may provide for the payment of all expenses incurred by
directors in attending regular and special meetings of the Board.
8. Executive Committee. The Board of Directors may, by a resolution of the full
Board, designate from among its members an Executive Committee and other
committees, each consisting of one or more directors, and may delegate to such
committee or committees all the authority of the Board of Directors except such
authority as is expressly denied a committee by the South Carolina Business
Corporation Act.
ARTICLE IV - MEETINGS OF DIRECTORS
1. Regular Meetings. The annual meeting of the Board of Directors shall be held
immediately after, and at the same place as the annual meeting of shareholders.
In addition, the Board of Directors may provide, by resolution, the time and
place, either within or without the State of South Carolina, for the holding of
additional regular meetings.
2. Special Meetings. Special meetings of the Board of Directors may be called by
the Chairman of the Board, the President or a majority of the directors. Such
meetings shall be held either within or without the State of South Carolina.
3. Notice of Meetings. Regular meetings of the Board of Directors may be held
without notice.
Special meetings of the Board of Directors shall be held upon at least two (2)
days notice by any usual means of communication. The purpose of such meeting
need not be specified in the notice.
Except as otherwise expressly provided by the South Carolina Business
Corporation Act, neither the business to be transacted at, nor the purpose of,
any regular or special meeting of the Board of Directors need be specified in
the notice or waiver of notice.
4. Quorum. A majority of the total number of directors then in office shall
constitute a quorum for the transaction of business, unless the vote of a
greater proportion is required by the South Carolina Business Corporation Act.
Except as otherwise provided in this section or Section 8 of Article III of
these by-laws, the vote of a majority of the directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors.
13
<PAGE>
5. Informal or irregular action by Directors. Action taken by a majority of the
directors or members of a committee without a meeting shall be valid if written
consent to the action taken is executed, either before or after the action so
taken, by all the directors or committee members and is filed with the minutes
of the proceedings of the Board or Committee.
NOTE: ARTICLE V BELOW WAS CHANGED ON JANUARY 26, 1994 AND THE CHANGES ARE
INCLUDED AT THE END OF THIS DOCUMENT.
ARTICLE V - OFFICERS
1. Number. The officers of the corporation shall consist of a President, a
Secretary, a Treasurer and such Vice Presidents, Assistant Secretaries,
Assistant Treasurers and other officers as the Board of Directors may from time
to time elect. Any two or more offices may be held by the same person, except
the offices of President and Secretary.
2. Election and term. The officers of the corporation shall be elected by the
Board of Directors at its annual meeting, and such officer shall hold his office
for one year and until his successor shall be elected and qualify, or until his
earlier death, resignation, retirement, removal or disqualification.
Any vacancy, however occurring, in any office may be filled by the Board of
Directors at any regular or special meeting of the Board; and the Board may, at
any regular or special meeting of the Board, elect a person to an office created
in the interim between annual meetings of the Board.
3. Removal. Any officer or agent elected or appointed by the Board of Directors
may be removed by the Board whenever in its judgment the best interests of the
corporation will be served thereby.
4. Compensation. The compensation of all officers of the corporation shall be
fixed by the Board of Directors.
5. President. The President shall be the principal executive officer of the
corporation and, subject to the control of the Board of Directors, shall
supervise and control the management of the corporation according to these
by-laws.
The President shall sign, with any other proper officer, any deeds, mortgages,
bonds, contracts or other instruments which may lawfully be executed on behalf
of the corporation, except where required or permitted by law to be otherwise
signed and executed and except where the signing and execution thereof shall be
delegated by the Board of Directors to some other officer or agent; and, in
general, he shall perform all duties incident to the office of President and
such other duties as may be prescribed by the Board of Directors from time to
time.
6. Vice President. The Vice Presidents in the order of their election, unless
otherwise determined by the Board of Directors, shall, in the absence or
disability of the President, perform the duties and exercise the powers of that
office. In addition, they shall perform such other duties and shall have such
other powers as the Board of Directors shall prescribe.
7. Secretary. The Secretary shall keep accurate records of the acts and
proceedings of all meetings of shareholders and directors. He shall give all
notices required by the law and by these by-laws. He shall have general charge
of the corporate records and books and of the corporate seal, and he shall affix
the corporate seal to any lawfully executed instruments requiring it. He shall
have general charge of the stock transfer books of the corporation and shall
keep, at the registered or principal office of the corporation, a record of
shareholders showing the name and address of each shareholder and the number and
class of the shares held by each, and the date or dates when each respectively
became the owner of record of such shares or cause the same to be kept at the
office of the corporation's transfer agent or registrar. He shall sign such
instruments as may require his signature, and, in general, shall perform all
duties as may be assigned to him from time to time by the Board of Directors.
14
<PAGE>
8. Treasurer. The Treasurer shall have custody of all funds and securities
belonging to the corporation and shall receive, deposit or disburse the same
under the direction of the Board of Directors. He shall keep full and accurate
accounts of the finances of the corporation in books especially provided for
that purpose; and shall cause a true statement of the assets and liabilities as
of the close of each fiscal year and of the results of its operations and of
changes in surplus for such fiscal year, all in reasonable detail, including
particulars as to convertible securities then outstanding, to be made and filed
in the registered office of the corporation within five (5) months after the end
of such fiscal year. The statement so filed shall be kept available for
inspection by any shareholders for a period of ten years; and the Treasurer
shall mail or otherwise deliver a copy of the latest such statement to any
shareholder upon his written request thereof. The Treasurer shall, in general,
perform all duties incident to his office and such other duties as may be
assigned to him from time to time by the President or by the Board of Directors.
9. Assistant Secretaries and Treasurers. The Assistant Secretaries and Assistant
Treasurers shall, in the absence or disability of the Secretary or the
Treasurer, respectively, perform the duties and exercise the powers of those
offices and shall, in general, perform such other duties as shall be assigned to
them by the Secretary or the Treasurer, respectively, or by the President or the
Board of Directors.
10. Bonds. The Board of Directors may, by resolution, require any or all
officers, agents or employees of the corporation to give bond in such sum and
with such sureties as the resolution may specify for the faithful discharge of
their duties; and to comply with such other conditions as may from time to time
be required by the Board.
ARTICLE VI - CONTRACTS, CHECKS AND DEPOSITS
1. Contracts. The Board of Directors may authorize any officer or officers,
agent or agents, to enter into any contract or execute and deliver any
instrument on behalf of the corporation, and such authority may be general or
confined to specific instances.
2. Checks and Drafts. All checks, drafts or other orders for the payment of
money issued in the name of the corporation shall be signed by such officer or
officers, agent or agents of the corporation and in such manner as shall from
time to time be determined by resolution of the Board of Directors.
3. Deposits. All funds of the corporation not otherwise employed shall be
deposited from time to time to the credit of the corporation in such
depositories as the Board of Directors shall direct.
ARTICLE VII - CERTIFICATES FOR SHARES AND TRANSFER THEREOF
1. Certificates for shares. Certificates representing shares of the corporation
shall be issued, in such form as the Board of Directors shall determine, to
every shareholder for the fully paid shares owned by him, by law. These
certificates shall be signed by the President or any Vice President, and the
Secretary or any Assistant Secretary and may be sealed with the seal of the
corporation or a facsimile thereof. They shall be consecutively numbered or
otherwise identified; and the name and address of the persons to whom they are
issued, with the number of shares and date issued, shall be entered on the stock
transfer books of the corporation.
2. Transfer of shares. Transfer of shares shall be made on the stock transfer
books of the corporation only upon surrender of the certificates for the shares
sought to be transferred by the record holder thereof or by his duly authorized
agent, transferee or legal representative. All certificates surrendered for
transfer shall be canceled before new certificates for the transferred shares
shall be issued.
15
<PAGE>
3. Closing transfer books and fixing record date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or entitled to receive payment of a dividend or other
distribution, or in order to make a determination of shareholders for any other
proper purpose, the Board of Directors may fix in advance a record date for any
such determination of shareholders. Such date shall not in any case be more than
fifty (50) days and, in case of a meeting of shareholders, not less than ten
(10) full days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken.
In lieu of fixing a record date as hereinabove provided, the Board of Directors
may order the stock transfer books to be closed for a stated period. Such shall
not in any case exceed fifty (50) days and, in case of a meeting of
shareholders, the books shall be closed for at least ten (10) full days
immediately preceding the date of such meeting.
If the stock transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed, or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
4. Lost Certificates. A shareholder whose certificate has been lost or destroyed
may have it replaced upon complying with the requirements of the Uniform
Commercial Code in effect in South Carolina.
ARTICLE VIII - GENERAL PROVISIONS
1. Dividends. The Board of Directors may, from time to time declare, and the
corporation may pay dividends on its outstanding shares in cash or property
(including its own shares or those of other corporations) subject to limitations
and restrictions imposed by law or continued in the Articles of Incorporation.
2. Waiver of Notice. Whenever any notice is required to be given to any
shareholder or director under the provisions of the South Carolina Business
Corporation Act or under the provisions of the Articles of Incorporation or
by-laws of the corporation, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the date of the meeting
or other event requiring notice, shall be equivalent to the giving of such
notice.
3. Fiscal Year. Unless otherwise ordered by the Board of Directors, the fiscal
year of the corporation shall commence on January 1 and end on December 31.
4. Amendments. The Board of Directors may adopt, amend, or repeal these by-laws
or adopt new by-laws, subject to the right of shareholders to alter, amend,
repeal by-laws or adopt new by-laws in accordance with applicable provisions of
the South Carolina Business Corporation Act. Any such action taken by directors
shall require the vote of a majority of directors then in office; and any such
action taken by shareholders shall require the vote of a majority of all shares
entitled to elect directors.
Any notice of a meeting of shareholders or of directors at which by-laws are to
be adopted, amended, or repealed shall include notice of such proposed action.
Adopted as and for the by-laws of First Citizens Bancorporation of South
Carolina, Inc. as of August 26, 1982.
J. Bonner Baxter, President
Marie M. Savage
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<PAGE>
AMENDMENTS TO BY-LAWS:
ARTICLE II
Section 2. Annual Meeting. An annual meeting of shareholders shall be held in
April of each year on a date to be set annually by the board of Directors for
the purpose of electing directors of the corporation and for the transactions of
such other business as may be properly before the meeting.
Duly amended March 3, 1993
E. Hite Miller, Sr., President
E. W. Wells, Corporate Secretary
ARTICLE III
Section 2. Number, term and qualifications. The number of the directors of the
corporation shall not be less than seven (7) nor more than twenty-eight (28).
Each director shall hold office until the expiration of the term for which he is
elected, and until his successor shall have been elected and qualify. At each
annual meeting the shareholders shall, within the limits herein set forth, fix
the number of directors which will constitute the Board of Directors for the
ensuing year. The Board of Directors may, at any time, if fixed at fewer than
the maximum number, provide for the addition of one or more directors, but not
exceeding such maximum number and the vacancies so created may be filled by
majority vote of the Board of Directors. Directors so elected shall serve until
the next annual meeting of shareholders and until their successors are elected
and quality. No person who has attained the age of seventy-five (75) years shall
be eligible for election or re-election as a director; provided however, such
condition of eligibility shall not apply to any person who was a director of the
corporation on January 1, 1993.
Duly Amended April 28, 1993
E. Hite Miller, Sr., President
E. W. Wells, Corporate Secretary
RESOLVED, that Section 6 of Article III of the By-laws of the corporation is
hereby deleted.
Duly Amended January 26, 1994
E. Hite Miller, Sr., President
E. W. Wells, Corporate Secretary
Section 9. Honorary Directors. The title "Director Emeritus: may be conferred
upon such former directors of Bancorporation as may be selected by the Board of
Directors. Each person so selected shall be paid as an honorarium an amount
approved by the Board of Directors.
Duly Amended July 24, 1996
E. Hite Miller, Sr., Chariman of the Board
E. W. Wells, Corporate Secretary
RESOLVED, that Article V. of the By-laws of the corporation is hereby amended to
read as follows:
17
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ARTICLE V - OFFICERS
1. Election and term. The officers of the corporation shall be elected by the
Board of Directors at its annual meeting, and such officer shall hold his office
for one year and until his successor shall be elected and qualify, or until the
earlier of his death, resignation, retirement, removal or disqualification.
Any vacancy, however, occurring, in any office may be filled by the Board of
Directors at any regular or special meeting of the Board; and the Board may, at
any regular or special meeting of the Board, elect a person to an office created
in the interim between annual meetings of the Board.
2. Removal. Any officer or agent elected or appointed by the Board of Directors
may be removed by the Board whenever in its judgment the best interests of the
corporation will be served thereby.
3. Compensation. The compensation of all officers of the corporation shall be
fixed by the Board of Directors.
4. Bonds. The Board of Directors may, by resolution, require any or all
officers, agents or employees of the corporation to give bond in such sum and
with such sureties as the resolution may specify for the faithful discharge of
their duties.
5. Number, Duties and Powers. The officers of the Corporation shall consist of
Chairman of the Board, Vice Chairman of the Board, Chief Executive Officer,
Chief Operating Officer, President, Secretary, and Controller; and may also
consist of one or more Executive Vice Presidents, one or more Senior Vice
Presidents, one or more Vice Presidents, and such other or additional officers
as, in the opinion of the Board, are necessary for the conduct of the business
of the corporation. Each officer shall have such duties as may be assigned and
such powers as may be granted to him by the Board of Directors and these
by-laws. Any two or more offices may be held by the same person, except that no
officer may act in more than one capacity where action of two or more officers
is required. The duties and powers of the offices are as follows:
(a) Chairman of the Board: The Chairman of the Board shall preside at all
meetings of the Board of Directors and all meetings of the shareholders. He may
sign, execute, and deliver in the name of the corporation powers of attorney,
contracts, bonds, certificates of stock and other obligations or documents. He
shall perform such other duties as the Board of Directors may direct.
(b) Vice-Chairman of the Board: The Vice-Chairman of the Board shall, in the
absence of the Chairman, preside at all meetings of the Board of Directors and
all meetings of the shareholders. He shall perform such other duties as the
Board of Directors may direct.
(c) Chief Executive Officer: The Chief Executive Officer shall be either the
Chairman of the Board or President. He shall have general supervision of all
affairs of the corporation, and shall carry into effect all directives of the
Board of Directors or the Executive Committee thereof.
(d) President: The President shall have such powers and perform such duties as
the Board of Directors, Chairman of the Board, or Chief Executive Officer may
direct. He may sign, execute and deliver in the name of the corporation powers
of attorney, contracts, bonds, certificates of stock, and other obligations or
documents.
(e) Chief Operating Officer: The Chief Operating Officer shall administer and
supervise the operations of the corporation in accordance with these by-laws,
and shall perform such other duties as the Board of Directors, Chairman of the
Board, Chief Executive Officer, or President may direct.
(f) Executive Vice President(s), Senior Vice Presidents and other Vice
Presidents: The duties of the Executive Vice President(s), the Senior Vice
Presidents and other Vice Presidents shall be to perform such duties as the
Board of Directors, Chairman of the Board, Chief Executive Officer, President,
or Chief Operating Officer may direct.
18
<PAGE>
(g) Secretary: The Secretary shall attend and keep accurate record of the acts
and proceedings of all meetings of shareholders and directors. He shall give or
cause to be given all notices required by the law and by these by-laws. He shall
have general charge of the corporate books and records, excluding financial
books and records, and of the corporate seal; and he shall affix the corporate
seal to any lawfully executed instrument requiring it. He shall have general
charge of the stock transfer books of the corporation and shall keep, at the
registered or principal office of the corporation, a record of shareholders
showing the name and address of each shareholder and the number and class of the
shares held by each. He shall sign such instruments as may require his signature
and shall perform such other duties as the Board of Directors, Chairman of the
Board, Chief Executive Officer, President, or Chief Operating Officer may
direct. The Secretary shall sign, with the President or other authorized
officer, certificates for shares of the corporation.
(h) Controller: The Controller shall be the Chief Financial Officer of the
corporation, and shall have custody of all funds and securities belonging to the
corporation. He shall receive, deposit or disburse the same under the direction
of the Board of Directors, Chairman of the Board, Chief Executive Officer,
President, or Chief Operating Officer. He shall keep full and accurate accounts
of the finances of the corporation in books especially provided for that
purpose; and shall cause a true statement of the assets and liabilities as of
the close of each fiscal year and of the results of its operations and of
changes in surplus for such fiscal year, all in reasonable detail. He shall
perform such other duties as the Board of Directors, Chairman of the Board,
Chief Executive Officer, or President may direct.
Adopted the 26th day of January, 1994, by the directors of First Citizens
Bancorporation of South Carolina, Inc. at a regular meeting, of which notice was
properly given.
Duly amended January 26, 1994
E. Hite Miller, Sr., President
E. W. Wells, Corporate Secretary
The following is a true and correct copy of a change to the by-laws of First
Citizens Bancorporation of South Carolina, Inc. which was duly authorized by the
directors at a directors meeting held on January 22, 1987. The change involved
Article III, Section 6, Chairman which now reads:
6. Chairman. There may be a Chairman of the Board of Directors elected by the
directors from among their number at any meeting of the Board. The Chairman
shall preside at all meetings of the Board of Directors and shall perform such
other duties as may be directed by the Board.
There may be a Vice Chairman of the Board of Directors elected by the directors
from among their members at any meeting of the Board. The Vice Chairman, in the
absence of the Chairman, shall perform the duties of the Chairman, and perform
such other duties as may be directed by the Board.
E. W. Wells, Corporate Secretary
19
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
NATURE OF BUSINESS
First Citizens Bancorporation of South Carolina, Inc. ("Bancorporation"),
is a one-bank holding company headquartered in Columbia, South Carolina, with
assets of $1.948 billion at December 31, 1996. Its wholly-owned subsidiary is
First-Citizens Bank and Trust Company of South Carolina ("Bank"), which provides
a broad range of banking services through 123 offices in 78 communities
throughout the state. The Bank's subsidiary is Wateree Life Insurance Company of
South Carolina, a credit life insurance company.
Throughout this report "Bancorporation" refers to First Citizens
Bancorporation of South Carolina, Inc., and its wholly-owned subsidiary,
First-Citizens Bank and Trust Company of South Carolina. The "Bank" refers only
to First-Citizens Bank and Trust Company of South Carolina. "First Citizens
Bank" is used in marketing the Bank.
First Citizens Bancorporation of South Carolina, Inc.
P. O. Box 29
1230 Main Street
Columbia, South Carolina 29202
ANNUAL MEETING
The Annual Meeting of Stockholders of First Citizens Bancorporation of
South Carolina, Inc. will be held at 2:30 p.m. on Wednesday, April 23, 1997
at 1314 Park Street, Columbia, South Carolina.
================================================================================
BRUCE L. PLYLER
DIRECTOR
IT IS WITH DEEPEST REGRETS THAT WE REPORT THAT
BRUCE L. PLYLER
DIED SEPTEMBER 12, 1996
================================================================================
CONTENTS
Market and Dividend Information Regarding Common
and Preferred Stock IFC
Financial Highlights 1
To Our Stockholders 2
Management's Discussion and Analysis 3
Report of Management 17
Report of Independent Accountants 17
Consolidated Financial Statements 18
Official Organization Section 33
MARKET AND DIVIDEND INFORMATION REGARDING COMMON AND PREFERRED STOCK
There is a limited over-the-counter market for Bancorporation's voting
common stock. The stock is not listed on the National Association of Securities
Dealers Automated Quotation System ("NASDAQ"). Quotations are published in South
Carolina newspapers circulated in Bancorporation's major metropolitan markets
and may be obtained through securities brokers having offices in South Carolina.
Local broker-dealers, Interstate/Johnson Lane and Scott & Stringfellow, effect
agency transactions in Bancorporation's voting common stock from time to time.
There is no trading market for any class of Bancorporation's preferred
stock or for its non-voting common stock. All trading activity for those classes
of Bancorporation's stock is in privately negotiated transactions.
The following ranges of high and low bid prices for Bancorporation's voting
common stock were supplied by one of the broker-dealers making a market in such
security. The prices represent quotations between broker-dealers and do not
include markups, markdowns or commissions and may not represent actual
transactions.
1996 1995
---------------- ----------------
HIGH LOW High Low
1st quarter $123.00 $115.00 $ 99.25 $ 95.00
2nd quarter 136.00 123.00 106.00 99.75
3rd quarter 152.00 136.00 109.00 106.50
4th quarter 180.00 152.00 115.00 109.00
The approximate number of recordholders of Bancorporation's voting common
stock and non-voting common stock at December 31, 1996 were 1,162 and 4,
respectively.
Holders of the voting and non-voting common stock of Bancorporation are
entitled to such dividends as may be declared from time to time by the Board of
Directors from funds legally available. However, Bancorporation has adopted a
policy of paying no cash dividends on its voting and non-voting common stock.
This policy reflects the desire of the Board of Directors to maintain the
capital to assets ratio through the retention of earnings. Certain regulatory
requirements restrict the payment of dividends and extensions of credit from
banking subsidiaries to bank holding companies. As Bancorporation has a policy
of paying no cash dividends on common stock, these restrictions have not
historically impacted Bancorporation's ability to meet its obligations.
Additional restrictions relating to capital requirements and dividends are
discussed on page 13 of "Management's Discussion and Analysis" and in Note 12 of
"Notes to Consolidated Financial Statements."
- --------------------------------------------------------------------------------
THIS STATEMENT HAS NOT BEEN REVIEWED OR CONFIRMED FOR ACCURACY OR RELEVANCE
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION
- --------------------------------------------------------------------------------
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
FINANCIAL HIGHLIGHTS
(Dollars in thousands - except per share data)
<TABLE>
<CAPTION>
Change
in One
1996 1995 Year
-------------- -------------- ---------
<S> <C> <C> <C>
FOR THE YEAR:
Net income $ 18,954 $ 12,558 50.93%
Net income per common share 20.02 13.13 52.48
FINANCIAL RATIOS:
Net interest margin 4.62% 4.38%
Return on average assets 1.04 .76
Return on average stockholders' equity 15.52 12.04
Reserve for loan losses to year-end loans 1.85 1.90
Reserve for loan losses to year-end
nonperforming loans (coverage ratio) 770.44 543.50
Net loan losses to average loans .19 .11
Equity to assets at year-end 6.81 6.40
AT YEAR-END:
Assets $1,947,699 $1,751,674 11.19%
Earning assets 1,766,530 1,591,915 10.97
Loans 1,269,779 1,114,259 13.96
Core deposits 1,539,415 1,390,926 10.68
Deposits 1,661,072 1,495,939 11.04
Stockholders' equity 132,641 112,086 18.34
AVERAGES:
Assets $1,831,195 $1,652,266 10.83%
Earning assets 1,691,031 1,508,486 12.10
Investment securities 470,617 471,425 (.17)
Loans 1,191,431 1,014,818 17.40
Deposits 1,570,015 1,437,442 9.22
Interest-bearing liabilities 1,440,619 1,305,347 10.36
Stockholders' equity 122,110 104,245 17.14
RISK-BASED CAPITAL RATIOS:
Tier 1 8.90% 8.62%
Total 10.39 10.35
NUMBER OF (AT YEAR-END):
Common shares outstanding 929,222 943,533 (1.52)%
Weighted Average common shares outstanding 938,320 943,533 (.55)
Preferred dividends paid 171 171 --
Preferred shares outstanding 68,132 68,132 --
Banking offices 123 115 6.96
ATMs 104 97 7.22
Full-time equivalent employees 1,009 946 6.66
BOOK VALUE PER COMMON SHARE: $ 139.21 $ 115.32 20.72%
</TABLE>
1
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
TO OUR STOCKHOLDERS:
We are pleased to report a year of market expansion and earnings growth
during 1996.
Following our February entry into Greenwood, First Citizens Bank opened
main offices during May in Rock Hill and Fort Mill. In July, First Citizens Bank
acquired branches from another bank in Barnwell, New Ellenton and Richburg.
August followed with two more expansions: the entry into Bennettsville and the
opening of our first in-store branch in a supermarket on Roper Mountain Road in
Greenville.
In September, we opened a new Williston main office, which replaced a
former drive-in facility and a building totally destroyed by fire a year
earlier. Our second in-store branch also opened in September in Columbia.
In October, we opened a new permanent facility at Centre South, Aiken;
and in November, we occupied the new Forest Acres branch (featured on our
cover). In late December, we acquired two banking offices in Chester to add to
our existing presence in that market.
Net income for 1996 was $18.9 million, up 50.93% from $12.6 million
reported in 1995. This improvement was due primarily to increases in interest
margins and noninterest income, as well as to our ongoing emphasis on
controlling noninterest expenses.
Deposits increased by 11.04% to $1.661 billion, while loans grew by
13.96% to $1.270 billion. Our loan growth reflected continued success in serving
our traditional consumer and small business markets. Loan quality remained
strong with net loan losses to average loans of .19%, up slightly from .11% for
1995. The loan loss reserve as a percentage of gross loans outstanding was 1.85%
to gross loans as compared to 1.90% in 1995.
We invite you to review the section entitled "Management's Discussion
and Analysis" for additional information on our financial performance.
To meet customer needs for additional forms of service delivery, First
Citizens Bank began an automated telephone banking unit in March, 1996, and a
World Wide Web site, address http://www.fcbsc.com, in August. PC banking for
consumers will be introduced in the second half of 1997, while the bank
continued to add new users to its PC banking for business service during 1996.
Additionally, the above mentioned entry into supermarket banking also provided
yet another delivery approach for customers, as well as a selling opportunity
for our bankers.
During 1996, First Citizens continued the implementation of a bankwide
program for improving the sales and customer retention skills of all banking
office employees. As a result of this undertaking, First Citizens expects to
increase traditional branch product sales through cross-sales and new
relationships.
To support our people further, we continue to upgrade our information
systems. Significant strides were made during the year in the areas of data-base
marketing, branch platform automation, and PC-based mortgage originations.
Following the intensive review of fee income opportunities during 1995,
several management initiatives were introduced to bolster these revenues in
1996. Management committed additional resources to business development in the
Trust Division, as well as entering a new third-party relationship for providing
competitive discount brokerage service to bank customers.
In viewing our prospects for 1997, we expect to continue our progress
to create a sales environment among our bankers. Further expansion of our
franchise within South Carolina appears probable with large institutions
continuing to divest offices in markets which fit our long-term strategy.
Without a material weakening in the national or state economy, we do
anticipate that 1997 will present favorable opportunities for growth and
profitability. Our long-term commitment to loan quality remains intact, and we
consistently make safety and soundness an integral part of the way we operate on
a daily basis.
We are grateful for the contributions of our employees during a time of
change and restructuring in the banking industry. Their creative and diligent
efforts drive our successes.
We also appreciate the interest and support of our customers,
stockholders, directors and advisory board members as we strive to deliver
relationship banking and personal service to the people and communities in South
Carolina.
(Signature of E. Hite Miller, Sr. (Signature of Jim B. Apple
appears here) appears here)
E. Hite Miller, Sr. Jim B. Apple
2
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS
INTRODUCTION:
First Citizens Bancorporation of South Carolina, Inc. ("Bancorporation"),
is a one-bank holding company headquartered in Columbia, South Carolina.
Bancorporation's wholly-owned subsidiary, First-Citizens Bank and Trust Company
of South Carolina ("Bank"), provides commercial banking and related financial
products and services throughout South Carolina.
The Bank's deposits are insured by the Federal Deposit Insurance
Corporation ("FDIC") to the maximum of $100,000 for each depositor. The FDIC and
the South Carolina State Board of Financial Institutions have regulatory
responsibilities for the Bank. Bancorporation is subject to regulation as a bank
holding company by the Board of Governors of the Federal Reserve System and its
voting common stock is registered with the Securities and Exchange Commission.
Management's Discussion and Analysis should be read in conjunction with the
consolidated financial statements and the supplementary financial data beginning
on page 18. Reference should also be made to the accompanying detailed
historical information presented elsewhere in this report. All dollar amounts in
tables and schedules, except for per share amounts, throughout this report are
stated in thousands. Average balances are average daily balances.
(Three graphics appear here with the following titles and plot points:)
RETURN ON AVERAGE ASSETS
(Percent)
1992 1993 1994 1995 1996
.88 .88 .63 .76 1.04
RETURN OF AVERAGE STOCKHOLDERS EQUITY
(Percent)
1992 1993 1994 1995 1996
18.60 16.57 10.69 12.04 15.52
BOOK VALUE PER COMMON SHARE AT YEAR END
(Dollars)
1992 1993 1994 1995 1996
72.04 85.62 100.41 115.32 139.21
3
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
TABLE 1: SIX-YEAR SUMMARY OF SELECTED FINANCIAL DATA (Dollars in thousands -
except per share data)
<TABLE>
<CAPTION>
Compound
1996 1995 1994 1993 1992 1991 Growth Rate
----- ----- ----- ----- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
SUMMARY OF OPERATIONS:
Interest income....................... $134,217 $118,015 $99,769 $100,139 $104,424 $101,320 5.78%
Interest expense...................... 57,552 53,527 40,821 38,426 47,267 56,913 (.22)
------ ------ ------ ------ ------ ------
Net interest income................... 76,665 64,488 58,948 61,713 57,157 44,407 11.14
Provision for loan losses............. 4,574 2,686 2,558 4,066 2.38
----- ----- ----- ------ ------ ------ -----
Net interest income after provision for
loan losses......................... 72,091 61,802 56,390 57,786 52,996 40,341 12.31
------ ------ ------ ------ ------ ------
Service charges and fees.............. 21,465 19,704 18,667 18,724 18,066 15,361 6.92
Investment securities gains (losses).. 792 -- -- -- 1,332 -- --
------ ------ ------ ------ ------ -----
Total noninterest income.............. 22,257 19,704 18,667 18,724 19,398 15,361 7.70
------ ------ ------ ------ ------ ------
Salaries and employee benefits........ 28,697 28,298 27,638 26,542 24,720 21,902 5.55
Other expense......................... 36,376 33,873 32,601 30,899 29,788 24,623 8.12
------ ------ ------ ------ ------ ------
Total noninterest expense............. 65,073 62,171 60,239 57,441 54,508 46,525 6.94
------ ------ ------ ------ ------ ------
Income before income taxes and
cumulative effect of change in
accounting principles............... 29,275 19,335 14,818 19,069 17,886 9,177 26.11
Applicable income taxes............... 10,321 6,777 4,969 6,286 5,785 2,725 30.52
------ ------ ------ ------ ------ -----
Income before cumulative effect of
a change in accounting principles... 18,954 12,558 9,849 12,783 12,101 6,452 24.05
Cumulative effect on prior years (to
12/31/92) of changing to different
method of accounting for income
taxes .................. -- -- -- 221 -- -- --
------ ------ ------ ------ ------ -----
NET INCOME............................ $ 18,954 $ 12,558 $ 9,849 $ 13,004 $ 12,101 $ 6,452 24.05
======== ======== ======= ======== ======== =========
EARNINGS PER COMMON SHARE:
Income before cumulative effect of a
change in accounting principles..... $20.02 $13.13 $10.24 $13.34 $12.61 $6.63 24.74
Cumulative effect on prior years (to
12/31/92) of changing to different
method of accounting for income
taxes ............. -- -- -- .23 -- -- --
-------- ------ ------ ------ ----- ------
NET INCOME............................ $20.02 $13.13 $10.24 $13.57 $12.61 $6.63 24.74
====== ====== ====== ====== ====== =====
BOOK VALUE PER COMMON SHARE........... $139.21 $115.32 $100.41 $85.62 $72.04 $59.35 18.59
======= ======= ======= ====== ====== ======
Weighted average common shares
outstanding......................... 938,320 943,533 944,799 945,533 945,914 946,225 (.17)
RATIOS (AVERAGES):
Loans to deposits..................... 75.89% 70.60% 65.73% 63.45% 63.18% 67.76%
Net loan losses to loans.............. .19 .11 .15 .30 .38 .46
Net interest margin.................. 4.62 4.38 4.27 4.75 4.71 4.37
Stockholders' equity to:
Total assets........................ 6.67 6.31 5.94 5.33 4.74 4.91
Deposits............................ 7.78 7.25 6.71 5.99 5.31 5.53
Return on assets...................... 1.04 .76 .63 .88 .88 .56
Return on stockholders' equity........ 15.52 12.04 10.69 16.57 18.60 11.37
SELECTED AVERAGE BALANCES:
Assets $1,831,195 $1,652,266 $1,551,997 $1,472,592 $1,373,117 $1,154,209 9.67
Earning assets 1,691,031 1,508,486 1,414,375 1,331,670 1,240,236 1,041,939 10.17
Investment securities 470,617 471,425 485,745 474,136 439,121 312,475 8.54
Loans 1,191,431 1,014,818 902,889 831,335 773,722 694,452 11.40
Deposits 1,570,015 1,437,442 1,373,612 1,310,207 1,224,535 1,024,934 8.90
Shareholders' equity 122,110 104,245 92,161 78,469 65,059 56,727 16.57
</TABLE>
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
NET INTEREST INCOME: (Dollars in thousands)
Net interest income represents the principal source of earnings for
Bancorporation. Net interest income is the amount by which interest income
exceeds interest expense. Net interest income totaled $76,665 in 1996 compared
with $64,488 in 1995. The growth in net interest income in 1996 was the result
of growth in average earning assets due to acquisitions, promotional activities
and modest increased yields on these earning assets. The yield on average
earning assets also benefited from a continuing shift in the mix of earning
assets from securities to higher yields on commercial and consumer loans. Loan
yields were 8.79% versus 6.20% blended yields for all other earning assets.
The weighted average rate on average interest-earning assets in 1996 was
8.02%, 9 basis points higher than in 1995. Interest on average earning assets
increased $16,048 or 13.42%.
The weighted average rate on average interest-bearing liabilities in 1996
was 3.99%, 11 basis points lower than in 1995. Interest on interest-bearing
liabilities increased $4,025 or 7.52%.
Net interest income to average earning assets (net interest margin) is a
primary measure used in evaluating the effectiveness of the management of
earning assets and liabilities funding. The net interest margin increased 24
basis points to 4.62% in 1996 from 4.38% in 1995.
(Four graphics appear here with the following titles and plot points:)
AVERAGE LOANS
(Dollars in millions)
1992 1993 1994 1995 1996
774 831 903 1,015 1,191
AVERAGE EARNING
(Dollars in millions)
1992 1993 1994 1995 1996
1,240 1,332 1,414 1,508 1,691
AVERAGE DEPOSITS
(Dollars in millions)
1992 1993 1994 1995 1996
1,225 1,310 1,374 1,437 1,570
AVERAGE ASSETS
(Dollars in millions)
1992 1993 1994 1995 1996
1,373 1,473 1,552 1,652 1,831
5
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
TABLE 2: COMPARATIVE AVERAGE BALANCE SHEETS - (Dollars in thousands)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------------------------------------------------------------------
1996 1995 1994
---------------------------- --------------------------------- ----------------------------
AVERAGE INTEREST AVERAGE Average Interest Average Average Interest Average
BALANCE REV/EXP* RATE Balance Rev/Exp* Rate Balance Rev/Exp* Rate
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INTEREST-EARNING ASSETS:
Loans**.......................... $1,191,431 $104,685 8.79% $1,014,818 $ 91,011 8.97% $ 902,889 $ 76,077 8.43%
Taxable investment
securities..................... 431,751 26,095 6.04 433,695 24,110 5.56 439,888 20,290 4.61
Non-taxable investment
securities..................... 38,866 3,202 8.24 37,730 3,097 8.21 45,857 3,602 7.85
Federal funds sold............... 17,147 895 5.22 9,009 520 5.77 11,369 464 4.08
Other earning assets............. 11,836 794 6.71 13,234 885 6.69 14,372 832 5.79
----------- ---------- ---- ----------- ---------- ---- ----------- ---------- ----
Total interest-earning assets 1,691,031 135,671 8.02 1,508,486 119,623 7.93 1,414,375 101,265 7.16
----------- ---------- ---- ----------- ---------- ---- ----------- ------- ----
NONINTEREST-EARNING ASSETS:
Cash and due from banks.......... 67,395 78,579 77,251
Premises and equipment........... 47,858 42,028 37,973
Other, less reserve for loan
losses........................ 24,911 23,173 22,398
----------- ----------- -----------
Total noninterest-earning
assets.................. 140,164 143,780 137,622
----------- ----------- -----------
TOTAL ASSETS..................... $1,831,195 $1,652,266 $1,551,997
========== ========== ===========
INTEREST-BEARING LIABILITIES:
Deposits......................... $1,315,306 $ 51,170 3.89 $ 1,210,281 $ 48,026 3.97 $ 1,167,826 $ 37,505 3.21
Federal funds purchased
and securities sold
under agreements to
repurchase..................... 114,619 5,523 4.82 82,649 4,504 5.45 55,982 2,291 4.09
Term loan........................ 10,694 859 8.03 12,417 997 8.03 13,809 1,025 7.42
----------- ---------- ---- ----------- ---------- ---- ----------- ---------- ----
Total interest-bearing
liabilities............... 1,440,619 57,552 3.99 1,305,347 53,527 4.10 1,237,617 40,821 3.30
----------- ---------- ---- ----------- ---------- ---- ----------- ---------- ----
Net interest spread 4.03 3.83 3.86
==== ==== ====
NONINTEREST-BEARING LIABILITIES:
Demand deposits.................. 254,709 227,161 205,786
Other liabilities................ 13,757 15,513 16,433
----------- ----------- -----------
Total noninterest-bearing
liabilities.................. 268,466 242,674 222,219
----------- ----------- -----------
Stockholders' equity............. 122,110 104,245 92,161
----------- ----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY............. $1,831,195 $1,652,266 $ 1,551,997
=========== =========== ===========
Net interest income.............. $ 78,119 $ 66,096 $ 60,444
======== ======== =========
Interest income to earning assets 8.02 7.93 7.16
Interest expense to earning assets 3.40 3.55 2.89
---- ---- ----
Net interest income to earning assets 4.62 4.38 4.27
==== ==== ====
</TABLE>
*Interest income includes a taxable equivalent adjustment using the
incremental statutory federal income tax rate as applicable.
**Nonaccrual loans are included in the average loan balances. Income on such
loans is generally recognized on a cash basis.
6
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
TABLE 3: TAXABLE EQUIVALENT RATE/VOLUME VARIANCE ANALYSIS (Dollars in
thousands)
<TABLE>
<CAPTION>
1996 Compared to 1995 1995 Compared to 1994
--------------------------- ---------------------------
Net Net
Interest Change Due To** Increase Change Due To** Increase
1996 1995 1994 Rate Volume (Decrease) Rate Volume (Decrease)
----------- -------- --------- ------- ------ ---------- -------- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INTEREST INCOME*
Loans............................... $104,685 $ 91,011 $ 76,077 $(1,844) $15,518 $13,674 $4,896 $10,038 $14,934
-------- -------- -------- ------- ------- ------- ------ ------- -------
Investment securities:
Taxable........................... 26,095 24,110 20,290 2,102 (117) 1,985 4,164 (344) 3,820
Non-taxable....................... 3,202 3,097 3,602 11 94 105 162 (667) (505)
----------- --------- ------- -------- -- ------- -------- ------- -------- -------
Total investment securities.... 29,297 27,207 23,892 2,113 (23) 2,090 4,326 (1,011) 3,315
---------- -------- ------- -------- --------- -------- ------ --------- -------
Other earning assets................ 794 885 832 3 (94) (91) 129 (76) 53
---------- -------- ------- -------- -- ------ -------- ------- --------- -------
Federal funds sold and securities
purchased under agreements to resell 895 520 464 (50) 425 375 192 (136) 56
---------- ---------- ------- ------ -------- --------- ------- --------- ------
Total earning assets........... 135,671 119,623 101,265 222 15,826 16,048 9,543 8,815 18,358
---------- --------- ------- -------- ------ --------- ------ ------- ------
INTEREST EXPENSE
NOW accounts...................... 6,999 7,362 7,106 (818) 455 (363) 370 (114) 256
Market Rate accounts.............. 8,224 8,139 7,658 (14) 99 85 872 (391) 481
Other accounts.................... 481 501 517 (16) (4) (20) 8 (24) (16)
Certificates of Deposit in excess of
$100,000....................... 5,938 5,302 3,039 (275) 911 636 1,117 1,146 2,263
Other certificates of deposit..... 29,528 26,722 19,185 (459) 3,265 2,806 5,312 2,225 7,537
--------- --------- ------- --------- -------- --------- ------ -------- --------
Total deposits................. 51,170 48,026 37,505 (1,582) 4,726 3,144 7,679 2,842 10,521
========= ========= ======= ======== ======== ========= ====== ======== =======
Federal funds purchased and securities
sold under agreements to repurchase 5,523 4,504 2,291 (521) 1,540 1,019 760 1,453 2,213
Term loan........................... 859 997 1,025 -- (138) (138) 84 (112) (28)
--------- -------- ------- ------ --------- ------ ------ ----- ------
Total interest-bearing 57,552 53,527 40,821 (2,103) 6,128 4,025 8,523 4,183 12,706
liabilities................... -------- -------- ------- ------- --------- ----- ------ ----- ------
Net interest income................. $ 78,119 $ 66,096 $60,444 $ 2,325 $ 9,698 $12,023 $1,020 $ 4,632 $ 5,652
======== ======== ======= ======= ======== ======= ====== ======== =======
</TABLE>
*Interest income includes a taxable equivalent adjustment of $1,454, $1,609 and
$1,492 for 1996, 1995 and 1994, respectively, using the incremental statutory
federal income tax rate as applicable.
**Rate-volume changes have been allocated to each category based on the
percentage of each to the total change.
INVESTMENT SECURITIES: (Dollars in thousands)
As of December 31, 1996, the investment portfolio was $485,451, compared to
$464,981 as of December 31, 1995. Bancorporation continues to invest primarily
in short-term U.S. Government obligations, thereby minimizing credit, interest
rate and liquidity risk. The portfolio was comprised of 87.84% and 87.55% of
U.S. Government obligations at December 31, 1996 and 1995, respectively. The
remainder of the investment portfolio principally consists of municipal notes
and bonds.
Average investment securities as a percent of average earning assets
decreased from 31.24% as of December 31, 1995 to 27.83% as of December 31, 1996
due to Bancorporation's ability to employ the funds in growth of the loan
portfolio. Investment securities remain the second largest component of
interest-earning assets.
The weighted average maturity of U.S. Government obligations held in the
portfolio was 11.8 months at December 31, 1996, as compared to 12.0 months at
December 31, 1995. At year-end, the market value of the held-to-maturity
portfolio was $1,196 above book value, consisting of unrealized gains of $1,569
and unrealized losses of $373.
The equity securities classified as available for sale are principally
comprised of 167,600 shares of Class A and 45,900 shares of Class B common stock
of First Citizens BancShares, Inc., Raleigh, North Carolina. These two issues
accounted for 90.63% of the total dollar amount of equity securities. During
1996, Bancorporation sold 16,000 shares of Class A common stock of First
Citizens BancShares at a gain of $800. Investments in debt securities are
classified as held-to-maturity and reported at cost adjusted for amortization
and accretion of premiums and discounts, respectively. Equity securities are
classified as available-for-sale and reported at fair value with the change in
unrealized gains and losses, net of tax, included in stockholders' equity. For
the year ended December 31, 1996, Bancorporation recorded a $9,025 increase in
stockholders' equity ($13,884, net of tax effect of $4,859) on equity securities
classified as available-for-sale and carried at estimated fair value.
7
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
TABLE 4: INVESTMENT SECURITIES ANALYSIS (Dollars in thousands)
<TABLE>
<CAPTION>
1996 1995 1994
--------------------------------------- ------------------ -----------------------
TAXABLE
BOOK MARKET EQUIVALENT Book Market Book Market
VALUE VALUE YIELD* Value Value Value Value
-------- ----------- ------------ ---------- ---------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
U. S. Government obligations:
Within one year.......................... $228,451 $228,837 6.16% $210,875 $212,199 $268,991 $265,835
One to five years........................ 197,985 198,255 5.82 196,198 198,726 166,935 163,513
------- --------- ---------- ------- ------- ---------
Total................................. 426,436 427,092 6.00 407,073 410,925 435,926 429,348
------- --------- ---------- ------- ------- ---------
States and political subdivisions:
Within one year......................... 4,087 4,092 6.09 4,445 4,454 3,870 3,878
One to five years....................... 11,233 11,395 7.57 13,927 14,131 16,111 16,243
Five to ten years....................... 14,889 15,195 8.70 21,249 21,755 14,467 14,702
Over ten years.......................... 9,535 9,601 9.88 3,131 3,555 5,537 5,841
------- ------ ----------- --------- ---------- --------
Total................................ 39,744 40,283 8.39 42,752 43,895 39,985 40,664
-------- ------ ----------- --------- ---------- --------
Other securities:
Within one year.......................... 100 100 6.38 -- -- -- --
One to five years....................... 746 737 6.52 924 100 96
918
Five to ten years....................... 69 68 7.73 195 194 60 55
Over ten years.......................... 703 714 5.79 858 852 50 50
-------- -------
Total................................ 1,618 1,619 6.24 1,971 1,970 210 201
---------- ------- --------- ---------- ---------- --------
Total interest-earning investments........ 467,798 468,994 6.21 451,796 456,790 476,121 470,213
Stock and other investments............... 17,653 17,653 13,185 13,185 10,560 10,560
-------- -------- --------- ---------- -------- -------
Total portfolio...................... $485,451 $486,647 6.21 $464,981 $469,975 $486,681 $480,773
======== ======== ======== ======== ======== ========
</TABLE>
*Taxable equivalent yield was calculated using the incremental statutory federal
income tax rate as applicable.
LOANS: (Dollars in thousands)
Loans comprise the major portion of earning assets of Bancorporation, with
average loans accounting for 70.46% and 67.27% of average earning assets as of
December 31, 1996 and 1995, respectively. Gross loans increased $155,520 or
13.96% to $1,269,779 as of December 31, 1996, from $1,114,259 as of December 31,
1995. Of the total increase, $22,352 represented loans obtained in acquisitions.
The remaining loan growth of $133,168 represents an internal growth rate for
loans of 11.95% for 1996. Demand for all loan types was strong in 1996. Most of
the increase in loans was attributable to an increase in loans secured by 1-4
family residential properties which increased $95,866 or 8.60%, followed by
commercial real estate loans which increased $36,712 or 3.29% in 1996. The
portfolio mix did not change significantly in 1996 and no major change is
expected in 1997. Bancorporation desires to make business loans for productive
purposes where the business has adequate capital and management expertise to
succeed. Consumer loans are granted for many purposes, provided that
underwriting criteria are met. The ability and willingness of the borrower to
repay debt are primary factors in granting credit. Repayment ability is
established by review of past and future cash flow coverage for businesses or
debt-to-income ratio for consumers. The willingness of the borrower to repay
debt is reviewed through trade credit for businesses and credit bureau reports
and other traditional methods for consumers. Collateral guarantees,
loan-to-value ratios, and terms of loans, are based on industry and/or
regulatory standards depending on loan purpose and the composition of collateral
provided.
8
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
TABLE 5: DISTRIBUTION OF LOAN (Dollars in thousands)
<TABLE>
<CAPTION>
December 31,
1996 1995 1994 1993 1992
-------------------- ------------------ -------------------- ------------------- ----------------
% of % of % of % of % of
Total Total Total Total Total
BALANCE Loans Balance Loans Balance Loans Balance Loans Balance Loans
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
TYPE OF LOAN:
Real estate loans:
Construction and land
development..................... $ 18,228 1.44 $ 16,334 1.47 $ 7,888 .84 $ 18,952 2.15 $ 23,136 $ 2.86
Secured by 1-4 family
residential properties.......... 555,149 43.72 459,283 41.22 388,997 41.51 345,624 39.23 286,372 35.45
Commercial...................... 236,800 18.65 200,088 17.96 173,690 18.54 163,690 18.58 161,959 20.05
Loans for purchasing and carrying
securities...................... 681 .05 614 .06 484 .05 469 .05 237 .03
Loans to farmers.................. 6,806 .54 6,338 .57 5,843 .62 5,271 .60 5,175 .64
Commercial and industrial loans... 102,404 8.06 92,641 8.31 84,900 9.06 86,039 9.77 84,392 10.45
Loans to individuals for
household, family, and other
personal expenditures........... 337,589 26.59 332,817 29.86 269,693 28.79 253,874 28.82 240,635 29.78
Other loans, all attributable to
domestic operations............. 12,122 .95 6,144 .55 5,530 .59 7,084 .80 5,969 .74
--------- ------- -------- ----- --------- ------ ------- ------ -------- -------
Total........................ $1,269,779 100.00 $1,114,259 100.00 $937,025 100.00 $881,003 100.00 $807,875 100.00
========== ====== ========== ====== ======== ====== ======== ====== ======== =======
</TABLE>
9
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
TABLE 6: MATURITIES AND RATE SENSITIVITY OF SELECTED LOANS -- DECEMBER 31, 1996
(Dollars in thousands)
<TABLE>
Over 1 Over
1 Year through 5
TOTAL or less 5 Years Years
<S> <C> <C> <C> <C>
TYPE OF LOAN:
Construction and land development................$ 18,228 $ 5,610 $12,618 --
Commercial, financial and agricultural........... 122,013 34,096 66,589 $21,328
--------- ------- -------- -------
Total......................................... $140,241 $39,706 $79,207 $21,328
======== ======= ======= =======
RATE SENSITIVITY FOR SELECTED LOANS (OVER ONE YEAR):
Predetermined rate...............................$ 75,022 $59,566 $15,456
Floating or adjustable rate...................... 25,513 19,641 5,872
--------- -------- -------
Total......................................... $100,535 $79,207 $21,328
======== ======= =======
</TABLE>
PROVISION AND RESERVE FOR LOAN LOSSES (Dollars in thousands)
The provision for loan losses totaled $4,574 for the year ended December
31, 1996, exceeding net chargeoffs of $2,244. The provision increased by $1,888
or 70.29% over the provision for the year ended December 31, 1995.
Bancorporation manages credit risk through a variety of methods including
credit scoring, loan type parameters and underwriting. In addition, credit
management is centralized using a standardized system of controls and subjecting
the portfolio to detailed credit reviews by individuals independent of the
lending function. In establishing an appropriate level of reserve, the financial
condition of the individual borrower is assessed and a determination of the
value and adequacy of the underlying collateral and loss and delinquency trends
are considered. Management of Bancorporation believes that the reserve for loan
losses of $23,483 provides adequate coverage against potential loss exposure as
of December 31, 1996, although no assurance can be given that the on-going
evaluation of the portfolio in light of economic conditions will not warrant
additional provision. Improved conditions within Bancorporation's loan and
commitments portfolio, including reduced delinquencies and continued economic
improvement, led to a reduction in the reserve to 1.85% of gross loans from
1.90% as of December 31, 1996 and 1995, respectively. Coverage ratios of
nonperforming loans were 770.44% for 1996 and 543.50% for 1995.
Net chargeoffs as of December 31, 1996, totaled $2,244, or .19% of average
loans, an increase of $1,165 from $1,079, or .11% of average loans in 1995.
Recoveries represented 33.09% of gross loans charged off versus 44.78% as of
December 31, 1995.
Bancorporation maintains the reserve for loan losses to absorb possible
losses inherent in the loan portfolio. The reserve consists of three elements:
(i) reserves established on specific loans, (ii) reserves based on historical
loan loss experience, and (iii) reserves based on economic conditions in
Bancorporation's individual markets. The specific reserve element is based on a
regular analysis of all loans and commitments over a fixed dollar amount where
the internal credit rating is at or below a predetermined classification. The
historical loan loss element represents a projection of future credit losses as
determined by estimates and analysis that examine loss experience and trends in
the portfolio. The general economic condition element is determined by
management and is based on knowledge of specific economic and individual markets
served and how those markets might affect the collectibility of loans and the
marketability of loan collateral. Bancorporation is committed to early
recognition of possible loan problems and to a adequate loan loss reserve.
10
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
TABLE 7: RESERVE FOR LOAN LOSSES (Dollars in thousands)
<TABLE>
<CAPTION>
1996 1995 1994 1993 1992
--------- -------- -------- ------- ------
<S> <C> <C> <C> <C> <C>
Beginning loan loss reserve.................. $21,153 $19,249 $18,061 $16,589 $15,361
------- ------- ------- ------- -------
Charge-offs:
Commercial, financial and agricultural..... 186 35 -- -- --
Real estate - mortgage..................... 506 421 607 1,587 1,524
Commercial loans to individuals............ 1,002 462 362 356 578
Installment loans to individuals........... 1,660 1,036 1,181 1,259 1,391
--------- ----- ----- ----- -----
Total charge-offs....................... 3,354 1,954 2,150 3,202 3,493
--------- ----- ----- ----- -----
Recoveries:
Commercial, financial and agricultural..... 20 -- 10 5 12
Real estate - construction................. -- -- -- -- 10
Real estate - mortgage..................... 498 294 265 238 80
Commercial loans to individuals............ 239 190 167 195 86
Installment loans to individuals........... 353 391 338 309 372
--------- ------ ------ ----- ------
Total recoveries........................ 1,110 875 780 747 560
--------- --- --- --- ---
Total net charge-offs................... 2,244 1,079 1,370 2,455 2,933
--------- ----- ----- ----- -----
Provision for loan losses.................... 4,574 2,686 2,558 3,927 4,161
Reserves related to acquisitions............. -- 297 -- -- --
--------- ------- ------- ------- -------
Ending loan loss reserve..................... $23,483 $21,153 $19,249 $18,061 $16,589
========= ======= ======= ======= =======
</TABLE>
TABLE 8: ALLOCATION OF RESERVE FOR LOAN LOSSES (Dollars in thousands)
<TABLE>
<CAPTION>
December 31,
1996 1995 1994 1993 1992
% OF % of % of % of % of
LOANS TO Loans to Loans to Loans to Loans to
TOTAL Total Total Total Total
RESERVE LOANS Reserve Loans Reserve Loans Reserve Loans Reserve Loans
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Real Estate-construction... $ 100 1.44 $ 100 1.47 $ 16 .84 $ 9 2.15 $ 45 2.86
Real Estate-mortgage....... 7,255 62.37 7,508 59.17 3,719 60.05 5,096 57.81 4,043 55.50
Installment loans to
individuals.............. 2,579 26.59 2,562 29.87 1,792 28.78 1,855 28.82 1,602 29.79
Commercial, financial
and agricultural......... 1,814 9.60 1,581 9.49 1,015 10.33 1,257 11.22 1,077 11.85
Unallocated................ 11,735 -- 9,402 -- 12,707 -- 9,844 -- 9,822 --
------ ------ -------- ------ -------- ------ -------- ------
Total................ $23,483 100.00 $ 21,153 100.00 $ 19,249 100.00 $ 18,061 100.00 $ 16,589 100.00
======= ====== ======== ====== ======== ====== ======== ====== ======== ======
</TABLE>
11
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
TABLE 9: ANALYSIS OF ASSET QUALITY (Dollars in thousands)
<TABLE>
<CAPTION>
1996 1995 1994 1993 1992
------------------ ----------------- ----------------- ----------------- ---------------
% OF % of % of % of % of
TOTAL Total Total Total Total
BALANCE LOANS Balance Loans Balance Loans Balance Loans Balance Loans
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
RISK ELEMENTS:
Nonaccrual loans.................... $2,920 .23 $3,323 .30 $2,865 .31 $2,323 .26 $3,540 .44
Restructured loans.................. 128 .01 569 .05 1,323 .14 2,094 .24 1,166 .14
--- ---- ----- --- ----- --- ----- --- ------- ---
Total nonperforming loans....... 3,048 .24 3,892 .35 4,188 .45 4,417 .50 4,706 .58
Loans past due 90 days.............. 2,261 .18 1,747 .16 827 .09 1,016 .12 812 .10
----- ---- ------- --- --- --- ----- --- ----- ---
Total........................... $5,309 .42 $5,639 .51 $5,015 .54 $5,433 .62 $5,518 .68
====== ==== ====== === ====== === ====== === ====== ===
NONPERFORMING ASSETS:
Commercial, financial
and agricultural.................... 559 .04 $951 .09 $ 238 .03 $305 .03 $157 .02
Consumer............................ 83 .01 38 .00 106 .01 85 .01 54 .01
Real estate......................... 2,406 .19 2,903 .26 3,844 .41 4,027 .46 4,495 .55
----- ---- ------ --- ----- --- ------- --- ------- ---
Total nonperforming loans....... 3,048 .24 3,892 .35 4,188 .45 4,417 .50 4,706 .58
Other real estate owned............. 518 .04 473 .04 270 .03 410 .05 .04
--- ---- ------- --- ------ --- -------- --- ------- ---
315
Total........................... $3,566 .28 $4,365 .39 $4,458 .48 $4,827 .55 $5,021 .62
====== ==== ====== === ====== === ====== === ====== ===
ASSET QUALITY RATIOS:
Reserve to year-end loans........... 1.85% 1.90% 2.05% 2.05% 2.05%
Net chargeoffs to average loans..... .19 .11 .15 .30 .38
Coverage ratio...................... 770.44 543.50 459.62 408.90 352.51
</TABLE>
Any loans classified by the Bank or regulatory examiners as loss, doubtful,
substandard or special mention that have not been disclosed hereunder or under
the "Loans" or "Asset Quality" narrative discussions do not (1) represent or
result from trends or uncertainties that management expects will materially
impact future operating results, liquidity or capital resources, or (2)
represent material credits about which management is aware of any information
that causes management to have serious doubt as to the ability of such borrowers
to comply with the loan repayment terms.
Interest income related to nonaccrual and restructured loans that would
have been recognized if such loans were current in accordance with their
original contractual terms did not differ materially from the amounts actually
recognized.
Based upon an ongoing assessment of risk elements in the portfolio and
factors affecting credit quality, it is management's opinion that there are
currently no significant unidentified potential problem credits. However,
factors affecting a borrower's repayment ability may change due to changing
economic conditions and other factors that may affect loan quality.
FUNDING SOURCES: (Dollars in thousands)
Bancorporation's primary source of funds is its deposit base. Average
deposits increased 9.22% to $1,570,015 as of December 31, 1996 from $1,437,442
as of December 31, 1995. As of December 31, 1996, deposits increased $165,133 or
11.04%. Acquisitions during 1996 accounted for $97,701 or 59.17% of deposit
growth.
Core deposits financed loan and investment activity. Core deposits are
defined as noninterest-bearing demand, savings, NOW, money market accounts and
certificates of deposit under one hundred thousand dollars. As of December 31,
1996, $1,539,415 or 92.68% of total deposits of $1,661,072 were considered core
deposits. As of December 31, 1995, $1,390,926 or 92.98% of total deposits of
$1,495,939 were considered core deposits.
Purchased funds, which consist of large time deposits and short-term
borrowings, are another source of funds. As of December 31, 1996, large time
deposits increased $16,644 or 15.85% to $121,657 as compared to $105,013 as of
December 31, 1995. Short-term borrowings, which consist of federal funds
purchased and securities sold under agreements to repurchase, averaged $114,619
in 1996 compared to $82,649 in 1995, an increase of 38.68%.
12
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
TABLE 10: TIME DEPOSITS OF $100,000 AND OVER (Dollars in thousands)
December 31,
------------------------------------
1996 1995 1994
-------------- ----------- ---------
3 months or less.........................$ 66,274 $ 65,576 $ 25,187
Over 3 months through 6 months........... 22,741 17,113 11,258
Over 6 months through 12 months.......... 24,642 12,456 19,473
Over 12 months........................... 8,000 9,868 15,886
----------- --------- ---------
Total...............................$ 121,657 $ 105,013 $ 71,804
=========== ========= =========
Percent of Total Deposits 7.32% 7.02% 5.18%
TABLE 11: DEPOSIT ANALYSIS (Dollars in thousands)
<TABLE>
<CAPTION>
Year ended December 31,
------------------------------------------------------------------------------
1996 1995 1994
-------------------------- -------------------------- --------------------
AVERAGE AVERAGE Average Average Average Average
BALANCE RATE Balance Rate Balance Rate
<S> <C> <C> <C> <C> <C> <C>
Demand deposits....................$ 254,709 -- $ 226,267 -- $ 205,786 --
NOW accounts....................... 364,023 1.92% 340,342 2.16% 345,626 2.06%
Market rate savings................ 267,027 3.08 263,819 3.09 276,503 2.77
Regular and premium savings........ 19,133 2.51 19,287 2.60 20,224 2.66
Time deposits of $100,000 & over .. 110,979 5.35 93,953 5.64 73,640 4.13
Other time deposits................ 554,144 5.33 492,880 5.42 451,833 4.23
------------ ------------- -----------
Total.......................... $1,570,015 $1,436,548 $1,373,612
========== ========== ==========
</TABLE>
TABLE 12: FEDERAL FUNDS PURCHASED AND SECURITIES SOLD UNDER AGREEMENTS TO
REPURCHASE ANALYSIS (Dollars in thousands)
<TABLE>
<CAPTION>
1996 1995 1994
----------------- ----------------- ------------------
AMOUNT RATE Amount Rate Amount Rate
<S> <C> <C> <C> <C> <C> <C>
At Year-end*:
Federal funds purchased......................... -- -- $ 20,600 6.13% $11,500 6.21%
Securities sold under agreements to repurchase.. $132,891 4.67% 97,907 4.66 64,416 5.47
---------- ---------- --------
Total........................................ $ 132,891 4.67 $ 118,507 4.91 $75,916 5.58
========== ========== =======
Average For the Year:
Federal funds purchased......................... $ 1,482 5.37 $ 3,835 6.22 $3,824 4.58
Securities sold under agreements to repurchase.. 113,137 4.81 78,814 5.41 52,158 4.05
---------- ---------- --------
Total........................................ $ 114,619 4.82 $ 82,649 5.45 $55,982 4.09
========== ========== =======
Maximum Month-End Balance:
Federal funds purchased......................... $ 7,300 $ 20,600 $20,100
Securities sold under agreements to repurchase.. 139,030 97,907 70,918
</TABLE>
*The interest rate shown is the weighted average rate at year-end and differs
from the average rate during the year.
13
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
NONINTEREST INCOME: (Dollars in thousands)
Total noninterest income increased 12.96% to $22,257 for the year ended
December 31, 1996, compared to $19,704 for the year ended December 31, 1995.
Growth in the current year was primarily due to an increase in service charges
on deposit accounts as the result of growth in the number of deposit accounts,
the repricing of charges and an increased emphasis on collecting service fees
formerly waived. In addition, there was a one time gain on the sale of
securities of $800 which was offset by a one time realized loss of $8 on a
security whose decline in fair value was determined to be other than temporary..
TABLE 13: NONINTEREST INCOME (Dollars in thousands)
<TABLE>
<CAPTION>
Year Ended December 31,
% CHANGE % Change % Change
1996 96/95 1995 95/94 1994 94/93
--------- ----- ------- ----- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Service charges on deposit accounts.. $12,114 13.62 $10,662 2.73 $10,378 (8.02)
Fees for other customer services..... 1,534 10.20 1,392 (7.81) 1,510 5.67
Mortgage servicing................... 2,019 2.28 1,974 16.12 1,700 (15.55)
Bankcard discount.................... 2,237 15.07 1,944 16.69 1,666 11.07
Insurance premiums earned............ 1,125 (4.82) 1,182 29.61 912 (10.24)
Gain on sale of securities........... 792 100.00 -- -- -- --
Other................................ 2,436 (4.47) 2,550 1.96 2,501 8.55
--------- -------- -------
Total............................ $22,257 12.96 $19,704 5.56 $18,667 (.30)
======= ======= =======
</TABLE>
NONINTEREST EXPENSE: (Dollars in thousands)
Total noninterest expense for the year ended December 31, 1996 increased
$2,902 or 4.67% to $65,073, as compared to an increase of $1,932 or 3.21% to
$62,171 for the year ended December 31, 1995.
Most of the increase is attributable to an increase in goodwill
amortization related to new branch acquisitions. Other expenses increased due to
a one time adjustment to market value for mortgage loans held for sale of $120.
Despite a special Savings Association Insurance Fund ("SAIF") one time charge of
$597, FDIC Insurance premiums decreased 50.11% to $870 for the year ended
December 31, 1996, compared to $1,744 for the year ended December 31, 1995.
TABLE 14: NONINTEREST EXPENSE (Dollars in thousands)
<TABLE>
<CAPTION>
Year Ended December 31,
% % %
CHANGE Change Change
1996 96/95 1995 95/94 1994 94/93
--------- ----- --------- ----- --------- -----
<S> <C> <C> <C> <C> <C> <C>
Salaries and employee benefits....... $28,697 1.41 $28,298 2.39 $27,638 4.13
Net occupancy expense of premises.... 4,050 13.16 3,579 7.16 3,340 (4.41)
Furniture and equipment expense...... 3,777 (1.59) 3,838 (19.99) 4,797 (23.64)
Stationery and supplies.............. 1,406 19.56 1,176 5.47 1,115 (13.57)
FDIC insurance assessments........... 870 (50.11) 1,744 (42.25) 3,020 (7.67)
Telephone............................ 1,372 8.89 1,260 (3.52) 1,306 1.48
Amortization of intangibles.......... 7,172 26.33 5,677 37.52 4,128 10.14
Bankcard processing fees............. 2,337 14.28 2,045 11.20 1,839 (2.90)
Data processing fees................. 5,270 15.60 4,559 5.02 4,341 526.41
Other................................ 10,122 1.27 9,995 14.69 8,715 (2.52)
------ --------- -------
Total............................ $65,073 4.67 $62,171 3.21 $60,239 4.87
======= ======= =======
</TABLE>
INTANGIBLE ASSETS: (Dollars in thousands)
As of December 31, 1996, intangible assets totaled $19,447, representing a
$2,737 net increase over $16,710 as of December 31, 1995. Amortization expense
related to intangible assets was $7,172 or 26.33% higher than $5,677 for the
year ended December 31, 1995. The increase was due to goodwill amortization
expense associated with additional acquisitions during 1996 and a full year's
amortization for acquisitions made in 1995.
14
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
TABLE 15: INTANGIBLE ASSETS (Dollars in thousands)
<TABLE>
<CAPTION>
December 31,
1996 1995 1994
---------------------- --------------------- ------------------------
BALANCE AMORTIZATION Balance Amortization Balance Amortization
<S> <C> <C> <C> <C> <C> <C>
INTANGIBLE ASSETS:
Goodwill .................. $14,926 $4,143 $ 9,801 $2,423 $6,482 $1,518
Deposit based premium ..... 2,277 1,957 4,234 1,960 6,194 1,587
Mortgage servicing rights . 2,243 1,072 2,675 1,294 2,942 1,023
-------- ------ --------- ------- -------- -------
Total ................... $19,446 $7,172 $16,710 $5,677 $15,618 $4,128
========= ====== ======= ======= ======== =======
</TABLE>
CAPITAL ADEQUACY:
The Federal Reserve Board and the Federal Deposit Insurance Corporation
have issued risk-based capital guidelines for United States banking
corporations. The objective of these efforts is to provide a uniform capital
measurement that is more sensitive to variations in risk profiles of banking
corporations.
Regulatory agencies define capital as Tier I, consisting of stockholders'
equity less ineligible intangible assets, and Tier II, consisting of Tier I
capital plus the allowable portion of the reserve for loan losses and certain
long-term debt. Capital adequacy is measured by comparing both capital levels to
Bancorporation's risk-adjusted assets and off-balance sheet items. Regulatory
requirements presently specify that Tier I capital should exclude the market
appreciation or depreciation of securities available-for-sale arising from
valuation adjustments. In addition to these capital ratios, regulatory agencies
have established a Tier I leverage ratio which measures Tier I capital to
average assets less ineligible intangible assets.
Regulatory guidelines require a minimum Tier II total capital to
risk-adjusted assets ratio of 8 percent with 50 percent consisting of tangible
common stockholders' equity and a minimum Tier I leverage ratio of 3 percent.
Banks which meet or exceed a Tier I ratio of 6 percent, a total Tier II capital
ratio of 10 percent and a Tier I leverage ratio of 5 percent are considered well
capitalized by regulatory standards.
Bancorporation's Tier 1 capital ratio at year-end was 8.90% compared to
8.62% in 1995. The total risk-based capital ratio was 10.39% compared to 10.35%
in 1995. Both of these measures compare favorably with the regulatory minimums
of 4.00% Tier 1 and 8.00% for total risk-based capital. Refer to Note 17
"Capital Matters" for further analysis of risk-based requirements.
TABLE 16: CAPITAL ADEQUACY (Dollars in thousands-except per share data)
<TABLE>
<CAPTION>
December 31,
1996 1995 1994 1993 1992
---------- ---------- --------- ---------- -------
<S> <C> <C> <C> <C> <C>
TOTAL STOCKHOLDERS' EQUITY:
Year-end........................... $132,641 $112,086 $98,025 $84,237 $71,416
Average............................ 122,110 104,245 92,161 78,469 65,059
Book value per common share........ 139.21 115.32 100.41 85.62 72.04
Tier 1 capital ratio............... 8.62% 8.95% 8.49% 7.05%
8.90%
Total risk-based capital ratio..... 10.39 10.35 11.04 10.85 9.70
INTERNAL CAPITAL GENERATION:
Return on average equity........... 15.52% 12.04% 10.69% 16.57% 18.60%
Earnings retention rate............ 99.10 98.64 98.26 98.67 98.55
Internal capital generation rate*.. 15.38 11.88 10.50 16.35 18.33
</TABLE>
*Return on Average Equity x Earnings Retention Rate = Internal Capital
Generation Rate
INCOME TAXES: (Dollars in thousands)
Applicable income taxes increased $3,544 or 52.29% for the year. Income
taxes computed at the statutory rate are reduced primarily by the interest
earned on state and municipal debt securities and obligations (which are exempt
from Federal taxes) which results in substantial interest savings for local
governments and their constituents.
15
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
LIQUIDITY: (DOLLARS IN THOUSANDS)
The role of Bancorporation's Asset/Liability Management Committee ("ALCO")
is to monitor Bancorporation's liquidity position, exposure to interest rate
risk and pricing policies. Liquidity involves the ability to meet cash flow
requirements which arise primarily from withdrawal of deposits, extensions of
credit, payment of operating expenses and repayment of purchased funds. Funds
are provided primarily through earnings from operations, expansion of the
deposit base, borrowing funds in the money market, the maturity of investment
assets and repayment of loans.
Bancorporation has historically maintained strong liquidity through
increases in core deposits and investment maturities. Core deposits were
$1,539,415, or 92.68% of total deposits, slightly up from $1,390,926 or 92.98%
as of December 31, 1995. The weighted average maturity of U.S. Government
obligations, which make up 87.84% of the investment portfolio as of December 31,
1996, remains relatively short at 11.8 months.
The FDIC has standard guidelines as to what it considers adequate liquidity
in a Bank's portfolio. The liquidity ratio (net cash and short-term and
marketable assets as a percentage of net deposits and short-term liabilities) is
used as the measure with a desired range of 20.00 to 25.00%. Bancorporation's
liquidity ratio at year-end was 24.89%.
INTEREST RATE RISK: (DOLLARS IN THOUSANDS)
Management of interest rate risk involves maintaining an appropriate
balance between interest-sensitive assets and interest-sensitive liabilities
(interest rate sensitivity gap) and reducing Bancorporation's risk of major
changes in net interest income in periods of rapidly changing interest rates. A
negative gap (interest-sensitive liabilities greater than interest-sensitive
assets) in periods when interest rates are declining will tend to increase net
interest income. Conversely, a negative gap in periods when interest rates are
rising will tend to reduce net interest income. The net cumulative gap position
reflects Bancorporation's sensitivity to interest rate changes over time. This
calculation is a static measure and is not a prediction of net interest income.
Gap analysis is the simplest representation of Bancorporation's interest rate
sensitivity. It cannot reveal the impact of factors such as administered rates
(e.g., the prime lending rate), pricing strategies on its consumer and business
deposits, and changes in the balance sheet mix.
The objective of the asset/liability management process is to manage and
control the sensitivity of Bancorporation's income to changes in market interest
rates. This process is under the direction of the ALCO, comprised of senior bank
executives. The committee seeks to maximize earnings while ensuring that the
risks to those earnings from adverse movements in interest rates are kept within
specified limits deemed acceptable by Bancorporation. Accordingly, the Committee
conducts comprehensive simulations of net interest income under a variety of
market interest rate scenarios. These simulations provide the Committee with an
estimate of earnings at risk given changes in interest rates. While the
Committee sees the opportunities and benefits of utilizing derivative financial
instruments (primarily interest rate swaps, caps and floors) to improve the gap,
the Committee has elected not to use such instruments given the risk inherent in
such instruments.
As indicated in the interest rate sensitivity table below, the twelve-month
cumulative gap, representing the total net assets and liabilities that are
projected to reprice over the next twelve months, was liability sensitive in the
amount of $357.0 million at December 31, 1996. However, this negative position
remained within the acceptable parameters, of plus or minus 20% at 360 days,
listed in Bancorporation's Statement of Funds Policy. This Statement is guided
by asset quality, liquidity and earnings, and describes the Bancorporation's
policy with respect to sources and uses of funds, dividends and limitations on
interbank liabilities. The responsibility for funds management resides with the
Chief Financial Officer with overall guidance provided by the Chairman and
President. Management continues to seek ways to balance the gap position and
reduce exposure to interest rate fluctuations. Closely monitoring the volume of
new fixed rate commercial loans and promotion of our home equity line product
have produced positive results in this effort and management will continue to
pursue these alternatives in 1997.
16
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
TABLE 17: INTEREST-SENSITIVITY ANALYSIS AS OF DECEMBER 31, 1996 (Dollars in
thousands)
<TABLE>
<CAPTION>
1-30 31-90 91-180 181-365 Non-Rate
Days Days Days Days Sensitive and
Sensitive Sensitive Sensitive Sensitive Over One Year TOTAL
<S> <C> <C> <C> <C> <C> <C>
Earning Assets:
Loans............................... $365,428 $ 40,972 $ 55,555 $ 88,415 $719,409 $1,269,779
Investment securities............... 46,530 42,171 66,386 106,245 224,119 485,451
Temporary investments............... 11,300 -- -- -- -- 11,300
--------- ---------- --------- --------- ------- ------
Total earning assets........... 423,258 83,143 121,941 194,660 943,528 1,766,530
========= ======== ========= ========= ======= ==========
Interest-Bearing Liabilities:
Savings and core time deposits...... 150,285 153,113 269,248 358,156 325,023 1,255,825
Time deposits of $100,000 and over.. 2,011 64,263 22,741 24,642 8,000 121,657
Short-term debt..................... 132,891 -- -- -- -- 132,891
Long-term debt...................... 625 -- 625 1,250 7,500 10,000
--------- ----------- --------- --------- ----- ------
Total interest-bearing liabilities.. 285,812 217,376 292,614 384,048 340,523 1,520,373
Other sources - net................. -- -- -- -- 246,157 246,157
---------- ----------- --------- --------- ------- -------
Total sources - net................. $285,812 $217,376 $292,614 $384,048 $586,680 $1,766,530
======== ======== ======== ======== ======== ==========
Interest-sensitivity gap............ $137,446 $(134,233) $(170,673) $(189,388) $356,848 --
Cumulative interest-sensitive gap... 137,446 3,213 (167,460) (356,848) -- --
</TABLE>
EARNINGS AND BALANCE SHEET ANALYSIS - 1995 COMPARED TO 1994: (Dollars in
thousands)
Net income was $12,558 for the year ended December 31, 1995, up 27.51% from
$9,849 earned for the year ended December 31, 1994. Earnings per share was
$13.13 compared to $10.24 in 1994. Return on average assets was .76% in 1995
compared to .63% for 1994.
Net interest income was $64,488 in for the year ended December 31, 1995
increasing 9.40% from $58,948 for the year ended December 31, 1994. The net
interest margin increased for the year ended December 31, 1995 to 4.38% from
4.27% for the year ended December 31, 1994.
The provision for loan losses was $2,686 in 1995 compared to the 1994
provision of $2,558. The reserve for loan losses totaled $21,153, equaling 1.90%
of gross loans and 543.50% of nonperforming loans compared to 2.05% and 459.62%
as of December 31, 1994.
Average loans increased 12.40% to $1,014,818 as of December 31, 1995 up
from $902,889 as of December 31, 1994. The majority of growth occurred in the
consumer loan portfolio, mostly in one-to-four family residential loans.
Investment securities averaged $471,425 as of December 31, 1995 decreasing by
$14,320 or 2.95% as of December 31, 1994. Average temporary investments in
federal funds decreased to $9,009 as of December 31, 1995 from $11,369 as of
December 31, 1994 and represented .80% and .60% of average earning assets in
1994 and 1995, respectively.
Total deposits averaged $1,437,442 as of December 31, 1995, an increase of
$63,830 or 4.65% as of December 31, 1994. Core deposits increased $76,212 or
5.80% to $1,391 as of December 31, 1995. The majority of the growth occurred in
demand deposits and certificates of deposits.
Noninterest income increased 5.56% to $19,704 for the year ended December
31, 1995 compared to $18,667 for the year ended December 31, 1994. Noninterest
expense for the year ended December 31, 1995 amounted to $62,171 representing a
3.21% increase for the year ended December 31, 1994. Intangible assets totaled
$16,710 in 1995 which represents a $1,092 increase from $15,618 as of December
31, 1994.
The average leveraged capital ratio was 5.32% as of December 31, 1995, up
from 5.16% as of December 31, 1994. Total equity capital equaled 6.40% of total
assets as of December 31, 1995 compared to 6.17% as of December 31, 1994.
17
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
ACCOUNTING AND REGULATORY MATTERS:
In June 1996, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 125 "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities".
This statement which is effective for transactions on or after January 1, 1997
establishes a new framework for accounting for transfers, sales and servicing of
financial assets and extinguishments of liabilities. The statement requires an
entity to recognize each of the components of the financial instruments it
controls, derecognize the components of the assets it has surrendered control
over and derecognize liabilities which it has paid or been legally released
from. The affects of adopting SFAS No. 125 are not expected to be material to
the consolidated financial statements.
SELECTED UNAUDITED QUARTERLY FINANCIAL DATA: (Dollars in thousands - except
per share data)
<TABLE>
<CAPTION>
First Quarter Second Quarter
---------------------------------- -------------------------------
1996 1995 1994 1996 1995 1994
---------- --------- ---------- ---------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Interest income and fees........ $32,198 $26,965 $23,921 $32,686 $28,762 $24,484
Interest expense................ (14,246) (12,297) (9,097) (13,925) (13,316) (9,730)
---------- -------- -------- --------- -------- --------
Net interest income............. 17,952 14,668 14,824 18,761 15,446 14,754
Provision for loan losses....... (1,020) (404) (298) (1,290) (1,467) (860)
Noninterest income.............. 4,872 4,790 4,482 5,270 4,912 4,629
Noninterest expense............. (15,212) (15,818) (15,018) (15,702) (15,680) (14,908)
---------- -------- --------- --------- -------- ---------
Income before income taxes ..... 6,592 3,236 3,990 7,039 3,211 3,615
Applicable income taxes......... (2,432) (1,087) (1,289) (2,387) (1,063) (1,243)
--------- ------- --------- -------- ------- ---------
Net income......................$ 4,160 $ 2,149 $ 2,701 $ 4,652 $2,148 $ 2,372
========= ======= ======== ======== ====== ========
Net income per common share.....$ 4.38 $ 2.23 $ 2.81 $ 4.90 $ 2.23 $ 2.46
========= ======== ======== ========= ====== ========
</TABLE>
<TABLE>
<CAPTION>
Third Quarter Fourth Quarter
-------------------------------- -------------------------------
1996 1995 1994 1996 1995 1994
--------- ---------- ---------- ---------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
Interest income and fees........ $34,389 $30,186 $25,297 $34,944 $31,416 $26,071
Interest expense................ (14,574) (13,782) (10,640) (14,807) (14,132) (11,354)
--------- --------- ------- --------- --------- ---------
Net interest income............. 19,815 16,404 14,657 20,137 17,284 14,717
Provision for loan losses....... (1,513) (1,316) (485) (751) 501 (915)
Noninterest income.............. 5,571 5,186 4,697 6,544 5,502 4,868
Noninterest expense............. (17,167) 15,354) (15,220) (16,992) (15,319) (15,106)
--------- -------- ------- --------- --------- ---------
Income before income taxes...... 6,706 4,920 3,649 8,938 7,968 3,564
Applicable income taxes......... (2,354) (1,704) (1,204) (3,148) (2,923) (1,233)
--------- -------- -------- -------- --------- ---------
Net income...................... $ 4,352 $ 3,216 $ 2,445 $ 5,790 $ 5,045 $ 2,331
======== ======== ======= ======== ======== ========
Net income per common share.....$ 4.59 $ 3.37 $ 2.55 $ 6.15 $ 5.30 $ 2.42
========== ========= ======= ========= ======== ========
</TABLE>
18
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. SUBSIDIARY
Report of Management
The consolidated financial statements of First Citizens Bancorporation
of South Carolina, Inc. and other financial information presented in the annual
report were prepared by management which is responsible for the integrity of the
information presented. The statements have been prepared in conformity with
generally accepted accounting principles appropriate in the circumstances, and
include amounts that are based on management's best estimates and judgments.
Bancorporation's independent accountants, Price Waterhouse LLP, are
engaged to provide an objective, independent review as to the fairness of
reported operating results and financial condition. They have an understanding
of Bancorporation's accounting and financial controls and conduct such tests and
related procedures as they deem appropriate to arrive at an opinion on the
fairness of the financial statements. Their opinion is included as a part of
this annual report. Management has made available to Price Waterhouse LLP all
Bancorporation's financial records and related data, as well as the minutes of
stockholders' and directors' meetings. Management believes that its
representations made to Price Waterhouse LLP during the audit were valid and
appropriate.
Bancorporation maintains accounting and control systems which
management believes provide reasonable assurance that financial records are
adequate and can be relied upon to permit the preparation of financial
statements in conformity with generally accepted accounting principles and that
assets are protected from unauthorized use or disposition. Management recognizes
the limitations inherent in any system of internal control, as the cost of
controls should not exceed the benefits derived. Management believes
Bancorporation's system provides an appropriate balance and is adequate to
accomplish the objectives discussed herein.
In order to monitor compliance with its system of controls,
Bancorporation maintains an internal audit program that assesses the
effectiveness of internal controls and recommends possible improvements thereto.
Management has considered the internal auditors' and Price Waterhouse LLP's
recommendations concerning Bancorporation's system of internal control and has
taken actions that are believed to respond appropriately to these
recommendations.
The Audit Committee of the Board of Directors meets regularly with
management, the internal auditors and the independent accountants to review
audit scopes, audit reports, and fee arrangements of the independent
accountants. Both internal auditors and independent accountants have access to
the Audit Committee without any management present in the discussions.
Independent accountants are recommended by the Audit Committee for selection by
the Board of Directors.
The management of Bancorporation is committed to a philosophy of high
ethical standards in the conduct of its business Written policies covering
conflicts of interest, community affairs, and other subjects are formulated in a
Code of Conduct, which is uniformly applicable to all offices and employees of
Bancorporation.
Report of Independent Accountants
Price Waterhouse LLP (Price Waterhouse logo)
TO THE BOARD OF DIRECTORS AND STOCKHOLDERS
OF FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC.
In our opinion, the accompanying consolidated balance sheet and the
related consolidated statements of income, of changes in stockholders' equity
and of cash flows present fairly, in all material respects, the financial
position of First Citizens Bancorporation of South Carolina, Inc. and its
subsidiary at December 31, 1996 and 1995, and the results of their operations
and their cash flows for each of the three years in the period ended December
31, 1996, in conformity with generally accepted accounting principles. These
financial statements are the responsibility of Bancorporation's management; our
responsibility is to express an opinion on these financial statements base on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which 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,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above
PRICE WATERHOUSE LLP
/s/ Price Waterhouse LLP
Columbia, South Carolina
January 13, 1997
19
<PAGE>
FIRST CITIZENS
BANCORPORATION OF
SOUTH CAROLINA, INC. SUBSIDIARY
CONSOLIDATED BALANCE SHEET
(Dollars in thousands- except par value)
<TABLE>
<CAPTION>
December 31,
1996 1995
<S> <C> <C>
Assets
Cash and due from banks (Note 2).............................................................. $ 103,844 $ 88,892
---------- ----------
Interest-bearing deposits in financial institutions........................................... 11,300 12,675
---------- ----------
Investment securities (Notes 1 and 3):
Held-to-maturity, at amortized cost (fair value of $468,994 in 1996 and $456,790 in 1995) 467,798 451,796
Available-for-sale, at fair value (amortized cost of $3,769 in 1996 and $4,056 in 1995) ... 17,653 13,185
---------- ----------
Total investment securities................................................................. 485,451 464,981
---------- ----------
Gross loans (Note 4).......................................................................... 1,269,779 1,114,259
Less: Reserve for loan losses (Note 5)..................................................... (23,483) (21,153)
----------- -----------
Net loans..................................................................................... 1,246,296 1,093,106
---------- ----------
Premises and equipment (Note 6)............................................................... 50,487 44,186
Other real estate owned....................................................................... 518 473
Interest receivable .......................................................................... 13,022 14,225
Intangible assets (Note 7).................................................................... 19,446 16,710
Other assets.................................................................................. 17,335 16,426
---------- ----------
Total Assets............................................................................. $1,947,699 $1,751,674
========== ==========
Liabilities and Stockholders' Equity
Deposits (Note 8):
Demand...................................................................................... $ 283,590 $ 241,824
Time and savings............................................................................ 1,377,482 1,254,115
---------- ----------
Total deposits................................................................................ 1,661,072 1,495,939
Federal funds purchased....................................................................... -- 20,600
Securities sold under agreements to repurchase................................................ 132,891 97,907
Term loan (Note 11)........................................................................... 10,000 11,700
Other liabilities............................................................................. 11,095 13,442
---------- ----------
Total Liabilities........................................................................ 1,815,058 1,639,588
---------- ----------
Stockholders' Equity (Note 12):
Preferred stock............................................................................. 3,282 3,282
Non-voting common stock - $5.00 par value, authorized 1,000,000;
issued and outstanding 1995 - 50,720 and 1996 - 36,409................................... 182 254
Voting common stock - $5.00 par value, authorized 2,000,000; issued and
outstanding 1995 and 1996 - 892,813....................................................... 4,464 4,464
Surplus..................................................................................... 55,000 55,000
Undivided profits.......................................................................... 60,688 43,152
Unrealized gain on investment securities available for sale, net of taxes................... 9,025 5,934
---------- ----------
Total Stockholders' Equity............................................................... 132,641 112,086
---------- ----------
Commitments and contingencies (Note 14)
Total Liabilities and Stockholders' Equity............................................... $1,947,699 $1,751,674
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
20
<PAGE>
FIRST CITIZENS
BANCORPORATION OF
SOUTH CAROLINA, INC. SUBSIDIARY
CONSOLIDATED STATEMENT OF INCOME
(Dollars in thousands-except per share data)
<TABLE>
<CAPTION>
Year Ended December 31,
1996 1995 1994
<S> <C> <C> <C>
Interest income:
Interest and fees on loans...........................$ 104,351 $ 90,486 $75,841
Investment securities:
Taxable............................................ 25,858 23,893 20,077
Non-taxable........................................ 2,082 2,013 2,341
Interest-bearing deposits in financial institutions.. 1,031 1,103 1,046
Federal funds sold................................... 895 520 464
--------- --------- -------
134,217 118,015 99,769
--------- --------- -------
Interest expense:
Deposits (Note 8).................................... 51,170 48,026 37,505
Short-term borrowings................................ 5,523 4,504 2,291
Term loan (Note 11).................................. 859 997 1,025
--------- --------- -------
57,552 53,527 40,821
--------- --------- -------
Net interest income.................................... 76,665 64,488 58,948
Provision for loan losses (Note 5)..................... 4,574 2,686 2,558
--------- --------- -------
Net interest income after provision for loan losses.... 72,091 61,802 56,390
--------- --------- -------
Noninterest income:
Service charges on deposit accounts.................. 12,114 10,662 10,378
Fees for other customer services..................... 1,534 1,392 1,510
Mortgage servicing................................... 2,019 1,974 1,700
Bankcard discount.................................... 2,237 1,944 1,666
Insurance premiums earned............................ 1,125 1,182 912
Gain on sale of investment securities................ 792 -- --
Other................................................ 2,436 2,550 2,501
--------- --------- -------
22,257 19,704 18,667
--------- --------- -------
Noninterest expense:
Salaries and employee benefits (Note 13)............. 28,697 28,298 27,638
Net occupancy expense of premises (Note 6)........... 4,050 3,579 3,340
Furniture and equipment expense (Note 6)............. 3,777 3,838 4,797
Stationery and supplies.............................. 1,406 1,176 1,115
FDIC insurance assessments........................... 870 1,744 3,020
Telephone............................................ 1,372 1,260 1,306
Amortization of intangibles (Note 7)................. 7,172 5,677 4,128
Bankcard processing fees............................. 2,337 2,045 1,839
Data processing fees................................. 5,270 4,559 4,341
Other................................................ 10,122 9,995 8,715
--------- --------- -------
65,073 62,171 60,239
--------- --------- -------
Income before income taxes............................. 29,275 19,335 14,818
Applicable income tax expense (Note 9)................. 10,321 6,777 4,969
--------- --------- -------
Net income.............................................$ 18,954 $ 12,558 $ 9,849
========= ========= =======
Net income per common share............................$ 20.02 $ 13.13 $ 10.24
========= ========= =======
Weighted average common shares outstanding 938,320 943,533 944,799
========= ========= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
21
<PAGE>
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(Dollars in thousands)
<TABLE>
<CAPTION>
Non Unrealized Total
Voting Voting Gain On Stock-
Preferred Common Common Undivided Investment holders'
Stock Stock Stock Surplus Profits Securities Equity
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1994 ........... $ 3,282 $ 254 $ 4,464 $ 55,000 $ 30,765 $ 4,260 $ 98,025
Net income ............................. 12,558 12,558
Preferred stock dividends .............. (171) (171)
Change in unrealized gain on investment
securites available-for-sale, net of tax ______ ____ ______ ______ ______ 1,674 1,674
-------- --------
Balance at December 31, 1995 ........... $ 3,282 $ 254 $ 4,464 $ 55,000 $ 43,152 $ 5,934 $112,086
Net income ............................. 18,954 18,954
Preferred stock dividends .............. (171) (171)
Reacquired non-voting
common stock ........................... (72) (1,247) (1,319)
Change in unrealized gain on investment
securites available-for-sale, net of tax ______ ____ ______ ______ ______ 3,091 3,091
-------- --------
Balance at December 31, 1996 ........... $ 3,282 $ 182 $ 4,464 $ 55,000 $ 60,688 $ 9,025 $132,641
======== ======== ======== ======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
22
<PAGE>
FIRST CITIZENS
BANCORPORATION OF
SOUTH CAROLINA, INC. SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS (Dollars in thousands)
<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------------
1996 1995 1994
------------ ------------- ----------
<S> <C> <C> <C>
Cash Flows From Operating Activities:
Net income..................................................................... $ 18,954 $12,558 $ 9,849
Adjustments to reconcile net income to net cash provided by
operating activities:
Provision for loan losses.................................................. 4,574 2,686 2,558
Depreciation and amortization.............................................. 10,843 9,389 8,457
(Accretion) amortization of investment securities.......................... (228) (393) (41)
Deferred income tax (benefit)/expense...................................... (2,025) (1,827) 379
Gains on sales of premises and equipment................................... (126) (202) (100)
(Increase) decrease in interest income receivable.......................... 1,203 (1,959) (1,475)
Increase (decrease) in accrued interest payable............................ (502) (2,162) 1,344
Origination of loans held for resale........................................ (65,199) (51,193) (36,001)
Proceeds from sales of loans held-for-resale................................ 60,650 51,075 38,134
Gains on sales of loans held-for-resale..................................... (174) (470) (226)
Gain on sale of securities.................................................. (800) -- --
Increase in other assets.................................................... (515) (2,325) (491)
Increase (decrease) in other liabilities.................................... (1,845) 48 1,209
Other operating activities.................................................. -- -- 42
---------- -------- --------
Net Cash Provided By Operating Activities.................................... 24,810 15,225 23,638
---------- ------ --------
Cash Flows From Investing Activities:
Net increase in loans.......................................................... (130,565) (165,110) (59,299)
Proceeds from maturities of investment securities, held-to-maturity............ 47,200 255,581 298,526
Purchases of investment securities, held-to-maturity........................... (62,975) (226,690) (310,675)
Proceeds from sale of securities............................................... 1,056 -- --
Net decrease in interest-bearing deposits...................................... 1,375 1,275 1,000
Proceeds from sales of premises and equipment.................................. 970 528 478
Purchases of premises and equipment............................................ (10,044) (6,202) (8,814)
Decrease (increase) in other real estate owned................................. (45) 267 140
Increase in intangible assets.................................................. (446) (4,887) (5,162)
Purchase of institutions, net of cash acquired................................. 65,326 (628) --
---------- -------- --------
Net Cash Used By Investing Activities....................................... (88,148) (145,866) (83,806)
=========== -------- --------
Cash Flows From Financing Activities:
Net increase in deposits....................................................... 67,096 88,999 50,152
Increase in federal funds purchased and securities sold under agreements to
repurchase..................................................................... 14,384 42,591 4,709
Term loan payments............................................................. (1,700) (1,700) (1,000)
Cash dividends paid............................................................ (171) (171) (171)
Reacquired common stock........................................................ (1,319) -- (150)
----------- -------- --------
Net Cash Provided By Financing Activities................................... 78,290 129,719 53,540
---------- -------- --------
(Decrease) increase in cash and due from banks................................... 14,952 (922) (6,628)
Cash and due from banks at beginning of year..................................... 88,892 89,814 96,442
---------- -------- --------
Cash and due from banks at end of year........................................... $103,844 $88,892 $89,814
======== ======= =======
Supplemental disclosures of cash flow information:
Interest paid.................................................................. $ 57,302 $ 51,366 $ 39,477
========== ======== ========
Income taxes paid.............................................................. $ 12,640 $ 8,793 $ 3,362
========== ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
23
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC.
AND SUBSIDIARY ( "Bancorporation")
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. ("Parent")
FIRST-CITIZENS BANK AND TRUST COMPANY OF SOUTH CAROLINA AND SUBSIDIARY ("Bank")
Notes To Consolidated Financial Statements
Note 1 -- Summary of Significant Accounting Policies (Dollars in thousands)
Nature of Operations:
First Citizens Bancorporation of South Carolina, Inc. is a bank holding
company whose principal subsidiary is First-Citizens Bank and Trust Company of
South Carolina ("First Citizens"). First Citizens is chartered under the loans
of South Carolina to engage in general banking business. Founded in 1964, First
Citizens offers a complete array of services in commercial banking, 123 offices
in 78 communities in South Carolina. First Citizens provides a full range of
financial services including accepting deposits, corporate cash management,
discount brokerage, IRA plans, trust services, secured and unsecured loans.
Trust services provide estate planning, estate and trust administration, IRA
trust and personal investment, pension and profit saving accounts. First
Citizens originates and services home loans and provides financing for small
businesses and affordable housing.
The accounting and reporting policies of First Citizens Bancorporation of
South Carolina, Inc. and its subsidiary, First-Citizens Bank and Trust Company
of South Carolina, reflect industry practices and conform to generally accepted
accounting principles in all material respects.
Reclassification:
Certain amounts in prior years have been reclassified to conform to the
1996 presentation.
Principles of Consolidation:
The consolidated financial statements include the accounts of First
Citizens Bancorporation of South Carolina, Inc., its wholly-owned subsidiary,
First-Citizens Bank and Trust Company of South Carolina, and its wholly-owned
subsidiary, Wateree Life Insurance Company, collectively "Bancorporation". All
significant intercompany accounts and transactions have been eliminated.
Assets held by the Bank in trust or in other fiduciary capacities are not
assets of the Bank and are not included in the accompanying consolidated
financial statements.
Significant Estimates:
In preparing the consolidated financial statements, management is required
to make estimates based on available information which can affect the reported
amounts of assets and liabilities as of the balance sheet date and revenues and
expenses for the related periods. Because of the inherent uncertainties
associated with any estmation process and due to possible future changes in
market and economic conditions, it is possible the actual future results could
differ significantly from the amounts reflected in the consolidated financial
statements.
Acquisitions:
Seven branch locations were acquired from other South Carolina financial
institutions. Bancorporation acquired deposits of $97,701, loans of $22,352 and
goodwill of $9,268 were transferred to Bancorporation in connection with these
acquisitions in 1996. In 1995, Bancorporation acquired Summerville National
Bank, Summerville, South Carolina with assets of a total fair value of $22,655,
liabilites of $20,655 and goodwill of $1,881 were transferred to Bancorporation.
Also in 1995, two branch locations were acquired from another financial
institution. Deposits of $30,893, loans of $6,862 and goodwill of $3,013 were
transferred to Bancorporation in connection with this acquisition.
Investment Securities:
Statement of Financial Accounting Standards ("SFAS") No. 115, "Accounting
for Certain Investments in Debt and Equity Securities", requires that debt and
equity securities that have readily determinable market values be carried at
fair value unless they are intended to be held to maturity. Bancorporation
defines held-to-maturity securities as debt securities, which management has the
positive intent and ability to hold to maturitity. Held-to-maturity securities
are stated at cost, adjusted for amortization of premiums and accretion of
discounts on the constant effective interest method. Trading securities are
recorded at market. Market adjustments and realized gains or losses on the sale
of trading securities are reported as other operating revenues.
Available-for-sale securities are defined as equity securities and debt
securities not classified as trading securities or held-to-maturity securities.
Available-for-sale securities are recorded at fair value with unrealized holding
gains and losses, net of deferred taxes, reported as a separate component of
shareholders' equity. Bancorporation determines the appropriate classification
of debt securities at the time of purchase. The cost of securities is based on
the specific identification method.
24
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
Loans and Reserve for Loan Losses:
SFAS No. 114, "Accounting by Creditors for Impairment of a Loan," requires
loans to be measured for impairment when it is probable that all amounts,
including principal and interest, will not be collected in accordance with the
contractual terms of the loan agreement. It generally requires impariment to be
measured on the basis of discounted expected cash flows. Bancorporation defines
impaired loans as nonaccrual loans.
Loans are recorded at their principal amount outstanding. Interest is
accrued and recognized in operating income based upon the principal amount
outstanding. Loan origination fees and direct loan origination costs are
deferred and amortized over the estimated lives of the related loans as an
adjustment to yield. Unamortized net deferred loan costs included in loans at
December 31, 1996 and 1995 were $406 and $929, respectively.
In many lending transactions, collateral is obtained to provide an
additional measure of security. Generally, the cash flow and earnings power of
the borrower represent the primary source of repayment and collateral is
considered as an additional safeguard on an acceptable risk. The need for
collateral is determined on a case-by-case basis after considering the current
and prospective credit worthiness of the borrower, terms of the lending
transaction and economic conditions.
The accrual of interest is generally discontinued, except for installment
and credit card loans, when substantial doubt exists as to the collectability of
principal and interest or when a loan is 90 days past due as to interest or
principal. Generally, accrual of income on installment and credit card loans is
discontinued and the loans are charged off after a delinquency of 120 days for
unsecured loans and 180 days for secured loans and credit card loans.
Loans or the portion thereof considered uncollectable are charged to the
reserve for loan losses. The reserve for loan losses is maintained at a level
which is considered adequate to provide for losses inherent in the loan
portfolio based upon management's evaluation of known and inherent risk
characteristics, the fair value of underlying collateral, recent loan loss
experience, current economic conditions and other pertinent factors. A provision
for loan losses is charged to operations based on management's periodic
evaluation of these risks. As the reserve is based on management's estimate of
future losses, actual losses may vary from the current estimate.
Mortgage Banking Activities:
Mortgage loans held for sale are stated at the lower of aggregate cost or
market, net of discounts and deferred loan fees and are included in net loans in
the consolidated balance sheet. Nonrefundable deferred origination fees and
costs and discount points collected at loan closing, net of commitment fees
paid, are deferred and recognized at the time of sale of the mortgage loans.
Gain or loss on sales of mortgage loans is recognized based upon the difference
between the selling price and the carrying amount of the mortgage loans sold.
Other fees earned during the loan origination process are also included in net
gain or loss on sales of mortgage loans.
During 1995. the Financial Accounting Standards Board ("FASB") issued SFAS
No. 122, "Accounting for Mortgage Servicing Rights. SFAS No. 122 requires that
an entity recognize, as separate assets, rights to service mortgage loans for
others, whether purchase or originated, by allocating the total cost of the
loans between the loan and the mortgage servicing rights ("MSRs") based on their
relative fair values. The effect of adoption of SFAS No. 122 was not material.
Capitalized MSRs are included in intangible assets in the consolidated
balance sheet and are amortized based on a method which approximates the
proportion of current net servicing revenues to the total estimated net
servicing revenues expected to be recognized over the average estimated
remaining lives of the underlying loans. Capitalized MSRs are assessed for
impairment based on their fair values.
Premises and Equipment:
Bank premises and equipment are reported at cost less accumulated
depreciation. Depreciation is included in noninterest expense over the estimated
useful lives of the assets (generally ten to forty years for buildings and
improvements, and three to ten years for furniture and equipment). Leasehold
improvements are capitalized and amortized to noninterest expense over the terms
of the leases or the estimated useful lives of the improvements, whichever is
shorter. Depreciation and amortization are calculated using straight-line and
accelerated methods. Maintenance, repairs and minor improvements are included in
noninterest expense as incurred. Major improvements are capitalized. Gains or
losses upon retirement or other dispositions are included in the results of
operations.
25
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
Other Real Estate Owned:
Other real estate owned consists of real property acquired through
foreclosure or deed-in-lieu of foreclosure and is carried at net realizable
value. When property is acquired, the asset is recorded at its net realizable
value (which defines the new "cost basis") and an allowance for estimated
selling costs is provided. The allowance for other real estate owned is adjusted
for increases or decreases in the fair value of the assets.
Intangible Assets:
Goodwill and deposit based premiums are recorded when Bancorporation
executes branch acquisitions based on the difference between the purchase price
and the fair value of the assets acquired. Goodwill and deposit based premium
amounts are amortized over the expected lives of the related assets using the
straight-line method of amortization. MSRs are also included in the intangible
assets. See Mortgage Banking Activities policy.
Securities sold under agreements to repurchase:
Securities sold under agreements to repurchase represent overnight
borrowings with the Bank's customers and are secured by investment securities.
The average rate on these borrowings was 4.81% for 1996.
Income Taxes:
The consolidated financial statements have been prepared on the accrual
basis. When income and expenses are recognized in different periods for
financial and tax reporting purposes and for purposes of computing income taxes
currently payable, deferred taxes are provided on such temporary differences.
Deferred tax assets and liabilities are recognized for the expected future tax
consequences of events that have been recognized in the financial statements or
tax returns. Deferred tax assets and liabilities are measured using the enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be realized or settled.
Pension Plan:
The Bank provides a noncontributory defined benefit pension plan covering
substantially all Bank employees. Costs of the plan are funded annually on an
actuarial basis to provide the trust fund with assets sufficient to meet the
obligation of future benefits to be paid to the plan members. The annual
contribution is sufficient to fund the normal plan costs on a current basis and
fund the initial past service liability over forty years.
Earnings Per Share:
Earnings per share are computed by dividing net income less preferred
dividends by the weighted average number of voting and non-voting common shares
outstanding.
Note 2 -- Cash and Due From Banks (Dollars in thousands)
The Bank is required to maintain reserve balances with the Federal Reserve
Bank of Richmond. The average reserve balance for the year ended December 31,
1996 was approximately $1,964. At December 31, 1996, approximately $10,000 in
cash balances were restricted in use as a compensating balance.
26
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
Note 3 -- Investment Securities (Dollars in thousands)
Securities with aggregate par value totaling $327,805 as of December 31,
1996 were pledged to secure public funds deposits, securities sold under
agreements to repurchase, and for other purposes as required by law. During
1996, Bancorporation sold 16,000 shares of class A common stock of First
Citizens BancShares, Inc., of North Carolina.
<TABLE>
<CAPTION>
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
<S> <C> <C> <C> <C>
Held-To-Maturity At December 31, 1996:
U. S. Government obligations:
Within 1 year...................................... $228,451 $ 473 $ (87) $228,837
After 1 year but within 5 years.................... 197,985 541 (271) 198,255
--------- ------- ------ --------
Total.............................................. 426,436 1,014 (358) 427,092
--------- ------- ------ --------
State and political subdivisions:
Within 1 year...................................... 4,087 5 -- 4,092
After 1 year but within 5 years.................... 11,233 162 -- 11,395
After 5 years but within 10 years.................. 14,889 306 -- 15,195
After 10 years..................................... 9,535 68 (2) 9,601
--------- ------- ------ --------
Total.............................................. 39,744 541 (2) 40,283
--------- ------- ------ --------
Other securities:
Within 1 year...................................... 100 -- -- 100
After 1 year but within 5 years.................... 746 -- (9) 737
After 5 years but within 10 years.................. 69 -- (1) 68
After 10 years..................................... 703 14 (3) 714
--------- ------- ------ --------
Total............................................ 1,618 14 (13) 1,619
--------- ------- ------ --------
Total Held-To-Maturity At December 31, 1996...$ 467,798 $ 1,569 $(373) $468,994
========= ======= ====== ========
Available-for-Sale at December 31, 1996
Marketable equity securities.......................$ 3,769 $13,884 $ -- $ 17,653
--------- ------- ------ ==------
Total Available-for-Sale At December 31, 1996 $ 3,769 $13,884 $ -- $ 17,653
--------- ------- ------ ==------
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
Held-To-Maturity At December 31, 1995:
U. S. Government obligations:
Within 1 year...................................... $210,875 $ 1,371 $ (47) $212,199
After 1 year but within 5 years.................... 196,198 2,528 -- 198,726
--------- ------- ------ --------
Total.............................................. 407,073 3,899 (47) 410,925
--------- ------- ------ --------
State and political subdivisions:
Within 1 year...................................... 4,445 9 -- 4,454
After 1 year but within 5 years.................... 13,927 205 (1) 14,131
After 5 years but within 10 years.................. 21,249 506 -- 21,755
After 10 years..................................... 3,131 424 -- 3,555
--------- ------- ------ --------
Total.............................................. 42,752 1,144 (1) 43,895
--------- ------- ------ --------
Other securities:
After 1 year but within 5 years.................... 918 7 -- 925
After 5 years but within 10 years.................. 195 1 (2) 194
After 10 years..................................... 858 5 (12) 851
--------- ------- ------ --------
Total............................................ 1,971 13 (14) 1,970
--------- ------- ------ --------
Total Held-To-Maturity At December 31, 1995...$ 451,796 $ 5,056 $ (62) $456,790
========= ======= ====== ========
Available-for-Sale at December 31, 1995
Marketable equity securities.......................$ 4,056 $ 9,137 $ (8) $ 13,185
--------- ------- ====== =========
Total Available-for-Sale At December 31, 1995 $ 4,056 $ 9,137 $ (8) $ 13,185
--------- ------- ====== ========
</TABLE>
27
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
Note 4 -- Loans (Dollars in thousands)
Gross loans are composed of the following:
December 31,
1996 1995
Real estate -- construction..............$ 18,228 $ 16,334
Real estate -- mortgage.................. 791,949 659,371
Installment loans to individuals......... 337,589 332,817
Commercial, financial and agricultural... 122,013 105,737
----------- -----------
Total...............................$ 1,269,779 $1,114,259
=========== ==========
Note 5 -- Reserve For Loan Losses (Dollars in thousands)
At December 31, 1996 and 1995 loans that were considered to be imparied
under SFAS No. 114, totaled $5,309 and $5,639, respectively.
Activity in the reserve for loan losses is summarized as follows:
December 31,
1996 1995 1994
---------- --------- ---------
Balance at beginning of year................ $21,153 $19,249 $18,061
Loans charged off........................... (3,354) (1,954) (2,150)
Recoveries on loans previously charged off.. 1,110 875 780
Provision for loan losses................... 4,574 2,686 2,558
Reserves related to acquisitions............ -- 297 --
----------- --------- --------
Balance at end of year...................... $23,483 $21,153 $19,249
======= ========= =======
Note 6 -- Premises and Equipment (Dollars in thousands)
Premises and equipment are summarized as follows:
December 31,
------------------------------
1996 1995 1994
--------- ------- -------
Land $13,862 $12,503 $12,134
Buildings and improvements...................... 37,182 31,866 30,013
Furniture and equipment......................... 24,907 35,735 42,184
Leasehold improvements.......................... 724 1,520 1,516
Construction in progress........................ 7,155 6,530 3,273
--------- --------- --------
Total 83,830 88,154 89,120
Less: Accumulated depreciation and amortization. (33,343) (43,968) (48,179)
---------- --------- ------
Total premises and equipment............... $50,487 $44,186 $40,941
========= ========= =======
Expenses related to depreciation and amortization of $3,666 in 1996 and
$3,712 in 1995 are included in noninterest expense.
28
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
Note 7 -- Intangible Assets (Dollars in thousands)
Intangible assets include the following:
December 31,
Deposit
Based
Goodwill Premiums MSR's Total
Balance at December 31, 1994...... $ 6,482 $6,194 $2,942 $15,618
Additions....................... 5,742 -- 1,027 6,769
Amortization.................... 2,423 1,960 1,294 5,677
------- ------ ------- --------
Balance at December 31, 1995...... 9,801 4,234 2,675 16,710
Additions....................... 9,268 -- 640 9,908
Amortization.................... 4,143 1,957 1,072 7,172
------- ------ ------- --------
Balance at December 31, 1996...... $14,926 $2,277 $2,243 $19,446
======= ====== ====== =======
Note 8 -- Deposits (Dollars in thousands)
Deposits and related interest expense are summarized as follows:
<TABLE>
<CAPTION>
Deposits Interest Expense
December 31, Year Ended December 31,
------------------------------ ---------------------------------
1996 1995 1996 1995 1994
-------------- ---------------- --------- --------- --------
<S> <C> <C> <C> <C> <C>
Demand................................ $ 283,590 $ 241,824 -- -- --
Savings:
NOW accounts...................... 388,673 348,398 $ 6,999 $ 7,362 $ 7,106
Market Rate accounts.............. 268,070 257,777 8,224 8,139 7,658
Other............................. 18,125 19,098 481 501 517
Time:
Certificates of deposit in excess
of $100,000.................... 121,657 105,013 5,938 5,302 3,039
Other certificates of deposit..... 580,957 523,829 29,528 26,722 19,185
---------- -------- --------- -------- ------
Total....................... $1,661,072 $1,495,939 $ 51,170 $48,026 $37,505
========== ========== ======== ======= =======
</TABLE>
Note 9 -- Income Tax Expense (Dollars in thousands)
The components of consolidated income tax expense are as follows:
Year Ended December 31,
1996 1995 1994
Taxes currently payable:
Federal................... $11,546 $8,065 $4,100
State..................... 800 539 490
-------- ------ -------
12,346 8,604 4,590
-------- ------ -------
Deferred income taxes:
Federal................... (2,121) (1,904) 393
State..................... 96 77 (14)
-------- ------ -------
(2,025) (1,827) 379
--------- ------- -------
Total Income Tax Expense. $10,321 $6,777 $4,969
======== ====== ======
29
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
The significant components of Bancorporation's deferred tax liabilities and
assets recorded pursuant to SFAS No. 109, and included in "Other assets" in the
Consolidated Balance Sheet, are as follows:
<TABLE>
<CAPTION>
December 31, December 31, December 31,
1996 1995 1994
<S> <C> <C> <C>
Deferred tax liabilities:
Tax depreciation over book........................................... $ 366 $ 309 $ 396
Interest income, accretion recorded for book not tax until realized.. 156 171 210
Deferred loan fees and costs......................................... 142 325 414
Pension costs for tax greater than book.............................. 1,132 853 759
Prepaid FDIC insurance premium....................................... 37 46 539
Mark-to-market of equity securities.................................. 4,858 2,075 2,295
Other, net........................................................... 334 247 262
---- ----- ---
Total deferred tax liabilities....................................... 7,025 4,026 4,875
------ ------ -----
Deferred tax assets:
Allowance for loan losses............................................ 8,157 7,285 6,638
Tax net operating loss carryforwards................................. 589 723 216
Employee severance and retirement benefits........................... 215 365 318
Other, net........................................................... 3,044 1,489 717
------------ ------------ ---
Gross deferred tax assets............................................ 12,005 9,862 7,889
Less deferred tax asset valuation allowance.......................... -- (135) (216)
--------- -------- ----
Total deferred tax assets............................................ 12,005 9,727 7,673
-------- ------- -----
Net deferred tax asset............................................... $ 4,980 $5,701 $2,798
======= ====== ======
</TABLE>
Total income tax expense differs from the amount of income tax determined
by applying the U. S. statutory federal income tax rate (35%) to pretax
income as a result of the following differences:
<TABLE>
<CAPTION>
Year Ended December 31,
1996 1995 1994
<S> <C> <C> <C>
Tax expense at statutory rate................................. $10,246 $6,767 $ 5,186
Increase (decrease) in taxes resulting from:
Non-taxable interest on investments..................... (832) (925) (966)
State income taxes, net of federal income tax benefit... 896 616 309
Other, net.............................................. 11 319 440
-------- ------ --------
$10,321 $6,777 $ 4,969
======= ====== ========
</TABLE>
30
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
Note 10 -- Mortgage Banking Activity (Dollars in thousands)
Bancorporation's mortgage servicing portfolio approximated $575,100 and
$537,400 at December 31, 1996 and 1995, respectively. Fiduciary funds of
approximately $6,400 and $10,100 at December 31, 1996 and 1995, respectively,
are segregated in trust accounts on deposit with Bancorporation. Loans serviced
for unrelated third parties are not included in the accompanying consolidated
financial statements.
Bancorporation has issued mortgage-backed securities guaranteed by FNMA
under the provisions of the National Housing Act. The issuance of these
securities, and the simultaneous placement of the related mortgages in trust,
have been accounted for as sales of the related mortgages. The outstanding
balances of the securities and the related mortgages held in trust, $15,200 and
$17,700 at December 31, 1996 and 1995, respectively, are not considered to be
assets or liabilities of the Corporation and, accordingly, are not included in
the consolidated financial statements.
Note 11 - Term Loan (Dollars in thousands)
The outstanding balance of the term loan was $10,000 and $11,700 at
December 31, 1996 and 1995, respectively. The term loan agreement is with an
unrelated financial institution and provides an interest rate indexed to prime
with a floor of 7.25% and a ceiling of 12.00%, provided Bancorporation complies
with the provisions and covenants of the term loan agreement. At December 31,
1996, Bancorporation was in compliance with such provisions and covenants and
the rate on the term loan was 8.00%. The compensating balance disclosed in Note
2 relates to this loan.
Principal maturities of the term loan for years subsequent to December 31,
1996 are as follows:
1997.................... $2,600
1998.................... 2,600
1999.................... 2,600
2000 ................... 2,200
Total ................... $10,000
=======
Note 12 - Stockholders' Equity (Dollars in thousands)
Each share of voting common stock and preferred stock is entitled to one
vote on all matters on which stockholders vote. In certain cases, South Carolina
law provides for class voting of shares and for voting rights for non-voting
shares. Dividend rights of each series of preferred stock are cumulative and
upon liquidation each preferred stockholder is entitled to payment of par value
for each share owned before any distribution to holders of common stock.
Each series of preferred stock may be redeemed by Bancorporation (all or
any part thereof), at its option, at par or stated value. Par value and
dividends paid for each series of preferred stock are scheduled as follows:
<TABLE>
<CAPTION>
Par or Stated Value
-------------------------------------- Authorized Authorized Authorized Cash
Total at December 31 and and and Dividend
Per -------------------- Outstanding Outstanding Outstanding Per Share 1996,
Series Share 1996 1995 1994 1996 1995 1994 1995 and 1994
- ------ ----- --------- --------- --------- ------------ ----------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
A $ 50 $ 415 $ 415 $ 415 8,305 8,305 8,305 $ 2.50
B 50 590 590 590 11,810 11,810 11,810 2.50
C 20 136 136 136 6,794 6,794 6,794 2.00
E 200 105 105 105 525 525 525 10.00
F 50 1,612 1,612 1,612 32,221 32,221 32,221 2.50
G 50 424 424 424 8,477 8,477 8,477 2.50
-------- -------- --------
$3,282 $3,282 $3,282
====== ====== ======
</TABLE>
31
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
The Bank must obtain written approval from the South Carolina Board of
Financial Institutions prior to payment of dividends. Bancorporation's dividends
may be restricted by the requirements of the term loan agreement described in
Note 11 which requires that the Bank maintain a regulatory leveraged capital
ratio of 4.00%. At December 31, 1996, the Bank's leveraged capital ratio was
6.19%.
Note 13 - Employee Benefits (Dollars in thousands)
The Bank has a noncontributory defined benefit pension plan which covers
substantially all of its employees. Retirement benefits under the plan are based
on an employee's length of service and highest annual average compensation for
five consecutive years during the last ten years of employment. Contributions to
the plan are based upon the projected unit credit actuarial funding method and
are limited to the amounts that are currently deductible for tax reporting
purposes.
The following table sets forth the plan's status at December 31:
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Actuarial present value of benefit obligations:
Accumulated benefit obligations, including vested benefits....... $16,775 $15,419
======= =======
Projected benefit obligation for service rendered to date.......... $(21,459) $( 21,023)
Plan assets at fair value, primarily U. S. Government obligations.. 22,731 19,589
-------- --------
Projected benefit obligation excess (deficit) of plan assets....... 1,272 (1,434)
Unrecognized prior service cost............................... 1,220 1,421
Unrecognized net loss......................................... 173 1,782
------- --------
Pension asset recorded in Consolidated Balance Sheet............... $ 2,665 $ 1,769
======== ========
</TABLE>
The following table sets forth the components of pension expense recognized
in Bancorporation's consolidated financial statements:
1996 1995 1994
------- -------- -------
Service costs.................... $ 989 $1,058 $1,039
Interest costs................... 1,512 1,471 1,207
Return on plan assets............ (2,067) (2,318) 20
Net amortization and deferral.... 571 1,165 (1,245)
------ ------- -------
Net pension expense......... $1,005 $1,376 $1,021
====== ====== ======
The weighted average discount rate used in determining the actuarial
present value of the projected benefit obligation was 7.75% for December 31,
1996 and 1995, respectively. The rate of increase in future compensation used
was 5.00% and 6.00% for December 31, 1996 and 1995, respectively. The related
expected long-term rate of return on plan assets was 8.50%for 1996 and 1995.
The Bank has a contributory savings plan covering full-time employees who
elect to participate. The Bank matches 100% of the employees' contribution of up
to 3% of compensation and 50% of the employees' contribution of 4% to 6% of
compensation. The matching funds contributed by the Bank are 100% vested
immediately. Matching contributions provided by the Bank were $795 in 1996, $742
in 1995 and $735 in 1994 and are included in salaries and employee benefits
expense. Bancorporation does not presently offer any postretirement benefits
other than pensions.
32
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
Note 14 -- Commitments, Contingencies and Financial Instruments With
Off-Balance Sheet Risk (Dollars in thousands)
Bancorporation does not hold any derivative financial instruments.
Financial instruments with off-balance sheet risk include commitments to extend
credit, standby letters of credit and commitments on mortgage loans held for
resale (See Notes 16). Generally, the Bancorporation charges a fee to the
customer to extend these commitments as part of its normal banking activities.
These fees are initially deferred and included in loans in the Consolidated
Balance Sheet. Ultimately, such fees are recorded as an adjustment of yield over
the related loan's life or, if the commitment expires unexercised, recognized in
income upon expiration of the commitment.
A summary of the significant financial instruments with off-balance sheet
risk is as follows:
Contract Amount at December 31,
1996 1995
Commitments to extend credit................. $268,476 $243,948
Letters of credit and financial guarantees... 1,988 1,437
-------- --------
Total........................... $270,464 $245,385
======== ========
Commitments to extend credit are agreements to lend to a borrower as long as
there are no violations of any conditions established in the contract.
Commitments generally have fixed expiration dates or other termination clauses
and may require payment of a fee. Since many of the commitments are expected to
expire without being drawn upon, the total commitments do not necessarily
represent future cash requirements. Bancorporation evaluates each borrower's
credit worthiness on a case-by-case basis using the same credit policies for
on-balance sheet financial instruments. The amount of collateral obtained, if
deemed necessary upon extension of credit, is based on management's credit
evaluation of the borrower. Collateral held varies but may include accounts
receivable, inventory, property, plant and equipment and income producing
property.
Letters of credit and financial guarantees are conditional commitments
issued by the Bancorporation to guarantee the performance of a borrower to a
third party. The evaluations of credit worthiness, consideration of need for
collateral, and credit risk involved in issuing letters of credit is essentially
the same as that involved in extending loans to borrowers.
Most of the Bancorporation's business activity is with customers located in
South Carolina. A significant economic downturn in South Carolina could have a
material adverse impact on the operations of Bancorporation. As of December 31,
1996, the Bancorporation had no other significant concentrations of credit risk
in the loan portfolio.
The Bancorporation is a defendant in litigation arising out of normal
banking activities. In the opinion of management and the Bancorporation's
counsel, the ultimate resolution of these matters will not have a material
effect on the Bancorporation's financial position or results of operations.
Substantially all furniture and equipment and most premises used to conduct
operations are owned by the Bancorporation. Bancorporation leases (only under
operating leases) certain premises, land upon which branch facilities are
located, and land used for parking. The leases expire over the next 21 years,
and most contain renewal options from 5 to 25 years. Certain leases provide for
periodic rate negotiation or escalation. The leases generally provide for
payment of property taxes, insurance and maintenance costs by the
Bancorporation. Future minimum rental payments required under the
Bancorporation's noncancellable leases are aggregated as follows:
1997...................................$ 417
1998................................... 278
1999................................... 194
2000................................... 176
2001................................... 121
Later years ........................... 72
-------
Total.............................$ 1,258
Rental expense, including month-to-month leases, reported in noninterest expense
was $404, $353 and $378 for the years ended December 31, 1996, 1995 and 1994,
respectively. There are no contingent rentals, and the expense was offset by
sublease rental income of $926, $700 and $570 for the years ended December 31,
1996, 1995, and 1994, respectively.
33
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
Note 15 - Related Party Transactions (Dollars in thousands)
The Bancorporation has had, and expects to have in the future,
Bancorporation transactions in the ordinary course of business with its
directors, officers, principal stockholders and their associates on
substantially the same terms (including interest rates and collateral on loans)
as those prevailing for comparable transactions with others; however, subject to
the completion of length of service requirements and credit approval, all
employees (except executive officers) are eligible to receive reduced interest
rates on extensions of credit. The transactions do not involve more than the
normal risk of collectability.
Aggregate balances and activity related to extensions of credit to officers,
directors and their associates were as follows:
1996 1995 1994
------- -------- -------
Balance at beginning of year....$21,047 $20,198 $18,968
New loans and additions......... 9,629 10,232 22,239
Payments and other deductions...(14,115) (9,383) (21,009)
-------- -------- --------
Balance at end of year..........$16,561 $21,047 $20,198
======= ======= =======
During 1996, the Bancorporation renewed a contract with First Citizens Bank
& Trust Company, Raleigh, North Carolina for the purpose of outsourcing data
processing services to include items processing, deposits, loans, general ledger
and statement rendering functions. Total expenses incurred under this contract
totaled $5,757, $5,511 and $4,473 for the years ended December 31, 1996, 1995
and 1994, respectively. The current contract expires December 31, 1997.
Bancorporation has a correspondent banking relationship with First-Citizens Bank
& Trust Company, which also acts as an investment custodian. Fees paid for this
service were minimal for 1996, 1995 and 1994.
Note 16 - Disclosure of Fair Value of Financial Instruments (Dollars in
thousands)
SFAS No. 107, "Disclosure About Fair Value of Financial Instruments" extends
existing fair value disclosure practices for some instruments by requiring
entities to disclose the fair value of financial instruments, both assets and
liabilities, recognized and not recognized in the statement of financial
position.
For Bancorporation approximately 95% of its assets and liabilities are
considered financial instruments as defined in SFAS No. 107. Many of
Bancorporation's financial instruments, however, lack an available trading
market as characterized by a willing buyer and willing seller engaging in an
exchange transaction. It is not the intent of Bancorporation to liquidate and
therefore realize the difference between market value and carrying value and
even if it were, there is no assurance that the estimated market values could be
realized. Therefore, significant estimates and present value calculations were
used by Bancorporation for the purposes of this disclosure. Such estimates
involve judgments as to economic conditions, risk characteristics and future
expected loss experience of various financial instruments and other factors that
cannot be determined with precision. Thus the information presented is not
particularly relevant to predicting Bancorporation's future earnings or cash
flow.
Following is a description of the methods and assumptions used to estimate
the fair value of each class of Bancorporation's financial instruments:
Cash and short-term investments:
The carrying value is a reasonable estimation of fair value.
Investment securities:
Fair value is based upon quoted market prices, if available. If a quoted
market price is not available, fair value is estimated using quoted market
prices for similar securities.
Loans:
For certain homogeneous categories of loans such as residential mortgages,
fair value is estimated using the quoted market prices for securities backed by
similar loans, adjusted for differences in loan characteristics. The fair value
for other types of loans is estimated by discounting the expected future cash
flows using the Bancorporation's current interest rates at which loans would be
made to borrowers with similar credit risk. The fair value of nonaccruing loans
was estimated by discounting expected future cash flows utilizing risk-free
rates of returns, adjusted for credit risk and servicing cost commensurate with
a portfolio of nonaccruing loans.
34
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
Deposit liabilities:
The fair value of demand deposits, savings accounts and certain money market
deposits is the amount payable on demand at the reporting date. The fair value
of fixed-maturity certificates of deposit is estimated using the rates currently
offered for deposits of similar remaining maturities.
Federal funds purchased and securities sold under agreements to repurchase: The
carrying value is a reasonable estimation of fair value.
Term loan:
Rates currently available to Bancorporation for debt with similar terms and
remaining maturities are used to estimate fair value of existing debt.
Commitments to extend credit and standby letters of credit:
The fair value of commitments and letters of credit is based on fees
currently charged for similar agreements or on the estimated cost to terminate
them with the counterparties at the reporting date.
SFAS No. 107 requires entities to disclose the fair value of
off-balance-sheet financial instruments for which it is practical to estimate
fair value. The fair values of commitments to extend credit and standby letters
of credit are generally based upon fees charged to enter into similar
agreements, taking into account the remaining terms of the agreements and the
counterparties' credit standing. The estimated fair value of the Bank's
off-balance sheet commitments is nominal since the committed rates approximate
current rates offered for commitments with similar rate and maturity
characteristics and since the estimated credit risk associated with such
commitments is not significant.
The carrying amounts and estimated fair values of Bancorporation's financial
instruments are as follows:
<TABLE>
<CAPTION>
December 31, 1996 December 31, 1995
----------------------- -----------------------
Estimated Estimated
Carrying Fair Carrying Fair
Amount Value Amount Value
<S> <C> <C> <C> <C>
Financial assets:
Cash and federal funds sold................$ 103,844 $ 103,844 $ 88,892 $ 88,892
Interest-bearing deposits in financial 11,300 12,603 12,675 14,839
institutions...................................
Investment securities...................... 485,451 499,751 464,981 469,975
Loans...................................... 1,269,779 1,421,021 1,114,259 1,255,338
Financial liabilities:
Deposits................................... 1,661,072 1,754,946 1,495,939 1,556,236
Federal funds purchased and securities
sold under agreements to repurchase...... 132,891 132,891 118,507 118,507
Term loan.................................. 10,000 10,752 11,700 13,424
</TABLE>
35
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
Note 17 - Capital Matters (Dollars in thousands)
Bancorporation is subject to various regulatory capital requirements
administered by the federal banking agencies. Failure to meet minimum capital
requirements can initiate certain mandatory, and possibly additional
discretionary, actions by regulators that, if undertaken, could have a direct
material effect on Bancorporation's financial statements. Under capital adequacy
guidelines and the regulatory framework for prompt corrective action,
Bancorporation must meet specific capital guidelines that involve quantitative
measures of Bancorporation's assets, liabilities and certain off-balance sheet
items as calculated under regulatory accounting practices. Bancorporation's
capital amounts and classification are also subject to qualitative judgments by
the regulators about components, risk weightings and other factors.
Quantitative measures established by regulation to ensure capital adequacy
require Bancorporation to maintain minimum amounts and ratios of Total and Tier
I capital to risk-weighted assets, and of Tier I capital to average assets.
Management believes, as of December 31, 1996, that Bancorporation meets all
capital adequacy requirements to which it is subject.
To be categorized as well capitalized Bancorporation must maintain minimum
Total risk-based and Tier I risk-based as set forth in the table. There are no
conditions or events subsequent to December 31, 1996, that changes the
institution's category.
<TABLE>
<CAPTION>
To Be Well
Captialized Under
For Capital Prompt Corrective
Actual Adequacy Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio
<S> <C> <C> <C> <C> <C> <C>
As of December 31, 1996
Total capital to risk weighted assets
Bancorporation $126,846 10.39% $97,656 > 8.00% $122,070 >10.00%
- -
Bank 126,881 10.52 96,461 > 8.00% 120,576 >10.00%
- -
Tier I capital to risk weighted assets
Bancorporation 108,606 8.90 48,828 > 4.00% 73,242 >6.00%
- -
Bank 111,705 9.26 48,230 > 4.00% 72,346 >6.00%
- -
Tier I capital to average assets
Bancorporation 108,606 6.02 72,199 > 4.00% 90,248 >5.00%
- -
Bank 111,705 6.19 72,126 > 4.00% 90,157 >5.00%
- -
As of December 31, 1995
Total capital to risk weighted assets
Bancorporation $110,573 10.35% $85,507 > 8.00% $106,884 >10.00%
- -
Bank 111,761 10.47 85,384 > 8.00% 106,731 >10.00%
- -
Tier I capital to risk weighted assets
Bancorporation 92,116 8.62 42,753 > 4.00% 64,130 >6.00%
- -
Bank 98,323 9.21 42,692 > 4.00% 64,038 >6.00%
- -
Tier I capital to average assets
Bancorporation 92,116 5.64 65,292 > 4.00% 81,615 >5.00%
- -
Bank 98,323 6.04 65,160 > 4.00% 81,451 >5.00%
- -
</TABLE>
36
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
Note 18 -- Bancorporation (Parent Company only) Information (Dollars in
thousands)
Bancorporation's principal asset is the investment in its wholly-owned
subsidiary, the Bank, and the principal source of income of Bancorporation is
dividends from the Bank. The approval of the South Carolina State Board of
Financial Institutions is required for any dividends declared by a state bank.
Bancorporation's condensed balance sheet and the related condensed
statements of income and of cash flows are as follows:
BALANCE SHEET DATA
December 31,
1996 1995
Assets:
Cash...........................................$ 1,177 $ 1,454
Investment in the Bank......................... 128,907 112,360
Other assets................................... 17,776 13,338
---------- --------
Total assets................................$147,860 $127,152
======== ========
Liabilities and Stockholders' Equity:
Term loan......................................$ 10,000 $ 11,700
Other liabilities.............................. 5,221 3,366
Stockholders' equity........................... 132,639 112,086
-------- --------
Total Liabilities and Stockholders' Equity..$147,860 $127,152
======== ========
INCOME STATEMENT DATA
<TABLE>
<CAPTION>
Year Ended December 31,
1996 1995 1994
<S> <C> <C> <C>
Income:
Dividend income from the Bank........................................$ 2,249 $ 6,201 $2,183
Other................................................................ 1,036 296 360
------ ------ ------
3,285 6,497 2,543
------ ------ ------
Expenses:
Interest............................................................. 859 997 1,022
Other................................................................ 22 29 17
------ ------ ------
881 1,026 1,039
------ ------ ------
Income before undistributed earnings of the Bank and income taxes... 2,404 5,471 1,504
Equity in undistributed earnings of the Bank......................... 16,549 6,751 8,008
------ ------ ------
Income before income taxes............................................... 18,953 12,222 9,512
Applicable income tax benefit............................................ 1 336 337
-------- --------- ------
Net Income...............................................................$ 18,954 $ 12,558 $9,849
======== ======== ======
</TABLE>
37
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
CASH FLOWS DATA
<TABLE>
<CAPTION>
1996 1995 1994
------------- ------------- -----------
<S> <C> <C> <C>
Cash Flows From Operating Activities: $18,954 $12,558 $9,849
Net income.........................................................
Adjustments to reconcile net income to net cash provided by operating
activities:
Equity in undistributed earnings of the Bank................. (16,549) (6,751) (8,008)
Decrease (increase) in other assets.......................... 318 (28) 82
Increase (decrease)/increase in other liabilities............ 190 (16) (55)
-------- ---------- ------------
Net Cash Provided By Operating Activities.................... 2,913 5,763 1,868
Cash Flows From Financing Activities:
Repayments of term loan....................................... (1,700) (1,700) (1,000)
Purchase of stock............................................. (1,319) (3,882) (150)
Cash dividends paid........................................... (171) (171) (171)
---------- ---------- ----------
Net Cash Provided By Financing Activities..................... (3,190) (5,753) (1,321)
--------- --------- ---------
Increase (decrease) in cash............................................ (277) 10 547
Cash at beginning of year.............................................. 1,454 1,444 897
-------- ------- --------
Cash at end of year.................................................... $ 1,177 $ 1,454 $1,444
======= ======= ======
Supplemental disclosure of cash flow information:
Interest paid...................................................... $ 888 $ 1,018 $1,024
======== ======== ======
</TABLE>
Note 19 -- Subsequent Event (Dollars in thousands)
Bancorporation has entered into an agreement to purchase five branch locations
from two financial institutions in 1997. Deposits to be transferred to the bank
in connection with these acquisitions approximates $103,900 and Bancorporation
will acquire loans of $3,900. The premium associated with the acquisition
approximates $8,800. The acquisitions are subject to regulatory approval and are
expected to take place in the first and second quarters of 1997.
38
<PAGE>
DIRECTORS, OFFICERS AND ADVISORY BOARDS
FIRST CITIZENS BANCORPORATION BOARD OF DIRECTORS
(Directors of First Citizens Bank
are identical to those of First Citizens
Bancorporation)
Jim Apple* **
President
First Citizens Bank and Trust Company of South Carolina
President,
First Citizens Bancorporation of South Carolina, Inc., Columbia
Richard W. Blackmon* **
Owner
Richard Blackmon Construction Company, Lancaster
George H. Broadrick***
Retired, Charlotte, NC
Thomas E. Brogdon
Consultant,
First Citizens Bank and Trust Company of South Carolina, Lancaster
Laurens W. Floyd***
President
Dillon Provision Company, Inc., Dillon
William E. Hancock, III
President
Hancock Buick Company, Columbia
Robert B. Haynes
Vice President and Secretary
C. W. Haynes and Company, Inc., Columbia
Wycliffe E. Haynes
Vice President
C. W. Haynes and Company, Inc., Columbia
Lewis M. Henderson
Tourville, Simpson, Henderson, CPAs
Carmen P. Holding
Atlanta, GA
Frank B. Holding* **
Executive Vice Chairman,
First Citizens Bank and Trust Company, Smithfield, NC
Executive Vice Chairman,
First Citizens BancShares, Inc.
Vice Chairman,
First Citizens Bank and Trust Company of South Carolina
Vice Chairman,
First Citizens Bancorporation of South Carolina, Inc.
Dan H. Jordan
Farmer, Nichols
<PAGE>
E. Hite Miller, Sr.* **
Chairman
First Citizens Bank and Trust Company of South Carolina
Chairman
First Citizens Bancorporation of South Carolina, Inc., Columbia
N. Welch Morrisette, Jr.
Retired, Columbia
E. Perry Palmer
President
E. P. Palmer Corporation
Palmer Memorial Chapel, Columbia
William E. Sellars*
President
C. W. Haynes and Company, Inc., Columbia
Henry F. Sherrill*
Attorney-at-Law, Columbia
Jack A. Stanley***
Retired, Lake View
DIRECTORS OF WATEREE LIFE INSURANCE COMPANY
Jay C. Case
President, Wateree Life Insurance Company
Wateree Life Insurance Company
Executive Vice President/Controller
First Citizens Bank and Trust Company of South Carolina
Treasurer and Chief Financial Officer
First Citizens Bancorporation of South Carolina, Inc,
Frank B. Holding
Vice Chairman
First Citizens Bank and Trust Company of South Carolina
C. W. Jones
Senior Vice President
First Citizens Bank and Trust Company of South Carolina
Linda C. Kidd
Vice President
First Citizens Bank and Trust Company of South Carolina
William E. Sellars
President,
C. W. Haynes and Company, Inc.
*Member of the Executive Committee, First
Citizens Bancorporation and First Citizens Bank
**Member of the Investment Committee,
First Citizens Bank
***Member of the Audit Committee, First
Citizens Bancorporation and First Citizens Bank
<PAGE>
Organization of First Citizens Bank
EXECUTIVE OFFICERS
E. Hite Miller, Sr.
Chairman
Frank B. Holding
Vice Chairman
Jim B. Apple
President
Jay C. Case
Executive Vice President/Controller
Charles S. McLaurin, III
Executive Vice President/Retail Banking
William K. Brumbach, Jr.
Senior Vice President/Trust Director
Charles D. Cook
Senior Vice President/Commercial Lending Director
Ed L. Prosser
Senior Vice President/Consumer Lending Director
Janis B. Summers
Senior Vice President/First Citizens Mortgage Group
Mike E. Toole
Audit and Security Services Director
E. W. Wells
Senior Vice President/Secretary
GROUP EXECUTIVES
David Barnett
Senior Vice President
Bernard L. Duke
Senior Vice President
Jerry M. Williams
Senior Vice President
RETAIL BANKING EXECUTIVES
Charles S. McLaurin, III
Executive Vice President
FIRST CITIZENS BANCORPORATION EXECUTIVE OFFICERS
E. Hite Miller, Sr.
Chairman/Chief Executive Officer
<PAGE>
Frank B. Holding
Vice Chairman
Jim B. Apple
President/Chief Operating Officer
Jay C. Case
Treasurer/Chief Financial Officer
E. W. Wells
Secretary
Marlene H. Gause
Assistant Secretary
Linda C. Kidd
Assistant Treasurer
Carol W. Stevens
Assistant Secretary
DEPARTMENT HEADS
Auditing
Mike E. Toole
Audit and Security Services Director
Central Operations
J. Ronald Black
Senior Vice President/Central Operations Director
Commercial Loan
Charles D. Cook
Senior Vice President/Commercial Lending Director
Community Banking
James A. Bennett
Senior Vice President/Community Banking Director
Compliance
K. Gail Askins
Senior Vice President/Compliance
Consumer Loan
Ed L. Prosser
Senior Vice President/Consumer Lending Director
Controller
Jay C. Case
Executive Vice President/Controller
Human Resources
Carnie P. Hipp, Jr.
Senior Vice President/Human Resources Director
Marketing
Jan C. Burt
Senior Vice President/Marketing Director
<PAGE>
Executive Projects
Laura W. Messer
Senior Vice President/Executive Projects/Analysis
Trust
William K. Brumbach, Jr.
Senior Vice President/Trust Director
Advisory Board Members
Aiken
Thomas L. Hallman, Assistant to Chancelor
University of South Carolina, Aiken
Richard Heath, President/General Manager, Satcher Motors
Douglas E. Henderson, Vice President
First Citizens Bank and Trust Company of South Carolina
William C. Jackson, President, Jackson Petroleum
Arthur W. Rich, Attorney-at-Law
Holly J. Woltz, Veterinarian
Anderson
John B. Buice, Jr., Vice President
First Citizens Bank and Trust Company of South Carolina
A. Joe Dean, Jr., Dermatologist, Anderson Skin and Cancer Clinic
G. Smith File, President, Stringer Oil Co.
President, Smitty's Exxon
Patrick B. Harris, S. C. Representative
Ted Wayne Horsley, CEO/President, The Harwell Sports
Thomas P. Hughes, Agent, Mass. Mutual Insurance
William H. Moorhead, Attorney-at-Law
Jones,Spitz, Moorhead, Baird and Hermeston
Susan M. Tuten, CPA
Barnwell
Thomas M. Boulware, Attorney-at-Law
Brown, Jefferies, and Boulware
Bobby G. Creech, Owner of Staffore's Department Store
Robert C. Harris, Retired Owner
Barnwell People Sentinel Newspaper
Claudia W. Peeples, Executive Director, Barnwell County United Way
Terry E. Richardson, Jr., Attorney-at-Law
Ness, Motley, Loadholt, Richardson & Poole
Norman E. Weare, Executive Director, Barnwell County Developmental Commission
John J. Sanders, Vice President, First Citizens Bank and Trust Company of
South Carolina
Charles L. Webb, President, Webb Concrete Company
Beech Island
J. E. Brannon, Retired
R. Austin Brown, Jr., President/Owner
Georgia Carolina Heating & Air Conditioning
Joan L. Kight, Agent, State Farm Insurance Co.
Steven M. Phillips, Vice President, First Citizens Bank and Trust Company of
South Carolina
Belton E. Weeks, III, Attorney-at-Law, Associate Municipal Judge
Bishopville
John C. Bell, Jr. Retired
Grady Allen Brown
S. C. House of Representatives
<PAGE>
Owner, Town and Country Barber Shop;
Owner, Grady and Sons Furniture
Ennis R. Bryant, Principal, Bishopville High School
C. Ronald Payne, Owner, Payne and Kennedy,Inc.
James R. Segars, Jr., Attorney-at-Law, Stuckey, Fata and Segars
Bruce C. Snipes, Vice President, First Citizens Bank and Trust Company of
South Carolina
Robert D. Walden, Retired
R,. Travis Windham, Owner, Windham Insurance Agency
Boiling Springs
Maureen Bujak, Operator, Boiling Springs Cruise Vacation
Penny S. Guinn, Assistant Vice President, First Citizens Bank and Trust
Company of South Carolina
Leonard F. Holden, Owner & Operator,Boiling Springs TV & Appliance
Dr. Buddy Jennings, Superintendent, School District 2
Edith Martin, Michelin Plant
Martha Rost, Operator, Boiling Springs Tax & Payroll Service
Charleston
Joseph E. Koval, President, Wulbern-Koval Company, Inc.
Robert C. Lane, President, Lane Enterprises
Dwight L Moody, Jr., Vice President, First Citizens Bank and Trust Company of
South Carolina
A. M. Quattlebaum, President, Carolina Trade Zone
B. Owen Ravenel, Jr., D.D.S.
Morris D. Rosen, Attorney-at-Law
T. D. Sanders, Retired
John A. Stuhr, President
J. Henry Stuhr, Inc.
Gwendolyn Todd-Jones, M.D., Owner, Low Country Pediatrics and Adolescents
Colonel G. Kenneth Webb, Retired
Cheraw
Ida Mae Burch, Councilwoman,Chesterfield County Council
Co-Owner, Cheraw Packing Plant, Inc.
James C. Crawford, Jr., President, B. C. Moore and Sons, Inc.
M. B. Godbold, Jr., CLU, Jefferson Pilot Life Insurance Co.
C. Anthony Harris, Jr., Attorney-at-Law
C. H. McBride, Retired
Brian J. Mickleberry, Vice President, First Citizens Bank and Trust Company of
South Carolina
Edwin W. Robeson, Bennett Motor Company
Dan L. Tillman, Jr., President, Dan L. Tillman and Sons Insurance Agency
Chester
Frank R. Armstrong, Retired
C. Larry Haynes, Vice President. First Citizens Bank and Trust Company of
South Carolina
William C. Keels, Attorney, Strickland, Kells and Simms
William L.D. Marion, Attorney, Gaston Gaston and Marion, PA
Brenda T. McBrayer, Assistant Vice President, First Citizens Bank and Trust
Company of South Carolina
Donald B. Murray, Owner, Murray Lumber Company
Lewis R. Ryan, Jr., President, United Contractors, Inc
John D. Sherer, DMD
Halsted M. Stone, MD
Royce N. Whitesides, Owner, One Hour Martinizing
Walter R. Whitman, Owner, MCON Construction Co., Inc.
Arthur D. Underwood, Retired
Chesterfield
Thomas M. Gaskin, Vice President, First Citizens Bank and Trust Company of
South Carolina
William E. Hough Owner, Hough Insurance Agency
<PAGE>
Emsley A. Laney, Jr., Retired
Harold P. McLain, Retired
John F. McLeod, Jr., Retired
Elizabeth M. Rivers, Owner, J. C. Rivers Farms, Inc.
T. F. Sowell, Retired
Johnnie S. Thurman, Retired
C. S. Watson, Owner, Watson Brothers
Clemson
James L. Bowers, Personnel Director , Maxfli Golf
Deborah Dubose, Clemson University, Alumni Association
Gaston Gage, Jr., Owner , Gage Realty Company and Palmetto Appraisal Services
William B. Harley, Vice President, First Citizens Bank and Trust Company of
South Carolina
Kenneth R. Kelley, Owner, Kelley's Gulf Service
Randall M. Newton, Attorney-at-Law
Lewis H. Patterson, State Farm Agent
H. Mitchell Reynolds, Textile Consultant Revman, Revman Industries
John E. Ross, Dentist
Catherine J. Smith, Retired
James N. Workman, President, Trehel Corporation
Clio
A. M. Calhoun, Farmer-Merchant
Lila S. McColl, Jr., Farmer
Derry W. McCormick, Vice President ,First Citizens Bank and Trust Company of
South Carolina
Charles A. Thomas, Postmaster, US Postal Service, Clio
Columbia
Donald F. Barton, President, Barton-Cureton, Inc.
Robert T. Bone, Jr., Vice President, First Citizens Bank and Trust Company of
South Carolina
Marvin Brownstein, Owner, Brownstein Investments
Georgia T. Cooper, General Manager, The Palmetto Club
Richard Davis, Consultant
B. L. Duke, Senior Vice President, First Citizens Bank and Trust Company of
South Carolina
Walter G. Edwards, Jr., M. D., Columbia Nephrology Association
Frank A. Floyd, Chairman, Intermark Management Corporation
Robert H. Lovvorn, Jr., CLU, Chartered Financial Consultant
George M. Lusk, Senior Assistant Controller, General, State of South Carolina
Russell A. McCoy, Jr., Consultant, State Development Board
Sterling Sharpe, ESPN
Ann Ready Smith
Bart J. Witherspoon, Jr., M.D., Pitts Medical Associates, P, A.
Conway
William F. Brown, Jr., Retired
Vivian Chestnut, Conway City Council
William F. Davis, General Manager, Pee Dee Farms Corporation and Conway
Shopping Center
Robert M. Floyd, Jr. President
Robert Floyd and Associates Insurance
John C. Griggs, Jr., Vice President, First Citizens Bank and Trust Company of
South Carolina
Charles A. Hinson, Sales and Marketing, Waccamaw Land & Timber Company
Ronald R. Ingle, President
Coastal Carolina University
L. Morgan Martin, Attorney-at-Law
Dennis L. Smith, Farmer and Owner, Lands Inn
Ralph Stroman, Attorney-at-Law
Hubert C. Watson, Owner, Garden City Furniture Company
George L. Williams, Sr. Retired
Cowpens
<PAGE>
Paul Dean Abbott, Sr., AAA Fruit Markets
Abbott Farms, Abbott Sign Company
Edward N. Brigman, Sr., Brigman Realty Co.
Betty R. Eaker, Robb's Department Store
Charles C. Grant, Pine Ridge Farms and Grant Textiles
Joseph L. Ponder, Joe Ponder's Used Cars, Inc.
Woodrow W Potter, Potter and Son Mercantile Co.
Darlington
Marion Didney Belk, President, Belk Funeral Home, Inc.
Lois G. Davis, Consultant
William L. Fleming, President/CEO, Marlboro Electric Cooperative
John K. Kimbrough, Employee Relations, Representative, Wellman, Inc.
John H. Martin, III, Vice President, First Citizens Bank and Trust Company of
South Carolina
John M. Milling, Attorney-at-Law, Milling Law Firm, P.A.
Dillon
Horace Arrnette, President, The Arnette Company
Laurens Floyd, President, Dillon Provision Company, Inc.
Dr. Kenneth Huggins, Veterinarian and Owner, Dillon Animal Hospital
Marion H. "Son" Kinon, Retired Circuit Judge, SC House Representatives
Fitzgerald Lytch, Owner and Operator, Lytch Sign Service
Charles S. McLaurin, III, Executive Vice President, First Citizens Bank and
Trust Company of South Carolina
Suzanne Bell McLaurin, Owner, G. H. Bell & Son Jewelers
John M. Parham, Jr. D.D.S.
Eastover
Lloyd Douglas, Owner, Richland Supply
Edna W. Scott, Owner, Scott's Bar-B-Que
Robert G. Woods, Assistant Vice President. First Citizens Bank and Trust
Company of South Carolina
Elgin
Sara B. Emanuel, Retired
Francis E. James, Kershaw County Magistrate
Andrew T. Moak, Owner, Hammy's Bar-B-Que
Alex B. Robinson, Retired
Roger L. Ross, President and Owner, Ross Trucking Company, Inc.
John W. Wells, Attorney-at-Law
Florence
D. Leroy Bailey, Jr., Vice President, First Citizens Bank and Trust Company of
South Carolina
David V. Barr, Vice President, Florence/Darlington, Florence/Darlington Tech
Elting L. "Ted" Chapman, III, Vice President, Renaissance Construction, Inc.
Joseph M. Commander, III, Administrator, Commander Nursing Center
Munford G. Fuller, Senior Architect/Consultant, F. W. Architects, Inc.
William T. Jarrell, President, Jarrell Oil Company, Inc.
James N. Maurer, President, WYNN AM/FM Radio Station
M. Glenn Odom, Attorney-at-Law
Clyde T. Padgett, Jr., D.D.S., Padgett and Allen
J. Howard Stokes, Jr., Ophthalmologist, Stokes Regional Eye Center
Georgetown
Cephis Anderson, Owner, Anderson Furniture Company
Landy W. Avant, Jr., President Georgetown Auto, Georgetown Auto Parts, Inc.
Owner, Landy's Cleaners
Clayton M. Bull, Manager of Gas Operations, South Carolina Electric and Gas
Company
Peter L.M. Divenere, Owner, DiVenere Home Center
Wendell E. Hinson, Part Owner, Apache Family Campground
Roy C. Jacobs, Jr., President, R. C. Jacobs Plumbing Heating and Air
Conditioning
<PAGE>
John A. Joseph, Jr., Dentist
Robert R. Martin, Jr., Vice President, First Citizens Bank and Trust Company of
South Carolina
Gregory Smith, Owner, Dunes Realty of Litchfield
Great Falls
Evelyn M. Dantzler, Retired
John P. Davis, Vice President, First Citizens Bank and Trust Company of South
Carolina
W. Ralph Garris, Director of Development, USC
W. D. Jordan, Retired
Henry S. Montgomery, Retired
Daniel C. Peach, Jr., President, Peach Furniture Company
T. Michael Stevenson, Owner, Stevenson-Weir Oil Company
Lawrence E. Stroud, Cattle Farmer
Greenville
L. W. Brummer, Business Management, Consultant
Nathaniel E. Cain, President, Carolina Air Care
E. D. Dixon, Minister
Robert Frantz, President, Frantz-Harder and Associates, Inc.
Edward E. Garvin, Executive Vice President, South Carolina Steel Corporation
William H. Orders, Chairman, Orders Distributing Co., Inc.
Ralph A. Price, President, Eastern Business Forms, Inc.
Stanley Sedran, President and Treasurer, Sedran Furs, Inc.
Irmo
H. Parker Evatt, Director of Operations, Private Correctional Assistance Center
David M. Herndon, Retired
J. A. Leitner, Retired
C. Robert Moseley, President, Irmo Insurance Agency, Inc.
Johnston/Ridge Spring
Harry S. Bell, President, SC Farm Bureau Foundation
E. Phillips Boatwright, Retired
James D. Davis, Ridge Spring-Monetta High School
R. Wendell Derrick, Partner & Manager, Derrick Equipment, Inc
Anne Eidson Dukes, Teacher, Wardlaw Academy
Lewis F. Holmes, Peach Farmer, Lewis F. Holmes Farms
G. William Rauton, Jr., Cattle & Soy Bean Farmer
James H. Satcher, Jr., Peach Farmer & Auto, Dealer, Jim Satcher Motors
John C. Timmerman, Vice President, First Citizens Bank and Trust Company of
South Carolina
Maynard S. Watson, Retired
Larry Yonce, President, J.W. Yonce & Sons
Kershaw
Johnnie W. Connell, Retired
Walter D. Goodman, Retired
Robert S. Hegler, D.D.S.
John R. Howell, Jr., D.D.S.
Carl F. Phillips, Owner, The Phillips Agency
Jack W. Robinson, President, Mineral Mining Corporation
Edgar R. Taylor, Owner and Pharmacist, H. T. Drugs, Inc.
Nancy L. Taylor, Assistant Vice President, First Citizens Bank and Trust
Company of South Carolina
Lake View
Larry K. Abraham, Retired Sgt. Major US Army, Owner, River Auto Parts
William F. Bullock, Farmer
John C. Rogers, President and Owner, Lake View Farm Center and Lake View Home
and Garden Center
Jimmy L. Smith, President, Carpostan Industries, Inc.
J. A. Stanley, Secretary and Treasurer, Carpostan Industries, Inc
Ann S. Wallace, President, Wallace-Green Oil and Gas Company
<PAGE>
Lancaster
Charles R. Bailey, Jr., President, Slaughter Machinery Co., Inc.
Richard W. Blackmon, Owner, Blackmon Construction Company
T. E. Brogdon, Consultant, First Citizens Bank and Trust Company of South
Carolina
H. Allen Cauthen, Jr., Consultant, Southern Energy, Inc.
Troy Elmore, Manager, Lancaster County Natural Gas Co.
Don T. Gardner, Vice President, First Citizens Bank and Trust Company of South
Carolina
William L. Harper, Retired
Francis M. Hough, Retired
L. H. Rowell, Retired
R. Lewis Surls, Jr., Retired
Jerry M. Williams, Senior Vice President, First Citizens Bank and Trust Company
of South Carolina
Michael G. Williams, Partner, First Palmetto Company
Landrum
James B. Cantrell, Retired
A. B. Chesnutt, Chesnutt Insulation Associates
H. Lloyd Howard, Attorney-at-Law
John F. Lawrence, Editor, Landrum News Leader
E. Hite Miller, Jr., Vice President, First Citizens Bank and Trust Company of
South Carolina
John L. Petty, Petty Funeral Home
Robert E. Walker, Landrum Insurance Agency
Paul D. Walters, Dentist
R. Bradford Whitney, M.D., Whitney, Smith & Epstein, MD's PC
Lexington
Carolyn Brooks, Owner, Harman-Bennett Company
James W. Johns, James Johns & Associates
J. Thomas Ledbetter, Manager, Pirelli Cable Corporation
Jim McFarland, Builder, Associated Realty
William E. Payne, Jr., Agent, Allstate Insurance Company
Byron D. Sistare, Sr., Appraiser, Sistare Appraisal Services
Phillip M. Spangler, Four Corners Art & Framing
Lugoff
Charles B. Baxley, Attorney-at-Law
Jean M. Larkin, Owner, Frogden Farms
C. Harold Varn, Jr., Dentist
J. Mack Wiletts, President, Town and Country
Russell E. Wright, C.P.A., Owner, Russell E. Wright, C.P.A
Lyman
Rita Allison, SC House of Representative
Special Program Coordinator, Springs Industries
Robert N. Fogel, Owner, Bob's Upstate Locksmiths
William J. Groce, Consultant, Town of Lyman
James C. Lindey, Owner, Lindey Insurance Agency
Willie Murphy, Sr., Senior Development, Technician, Cryovac
Terry K. Phillips, Vice President, First Citizens Bank and Trust Company of
South Carolina
George E. Wasson, President, American Food Systems
Marion
Cheryl Allread, Assistant Superintendent for Instruction, Marion School
District One
James A. Blake, Retired Superintendent, Marion School District One
Richard M. Lane, Vice President, First Citizens Bank and Trust Company of
South Carolina
William H. Seals, Jr., Attorney, Seal Law Firm, PA
Warren H. Wells, Owner, MI Professional Management
Myrtle Beach
<PAGE>
Mary E. Basden, Vice President, Burroughs & Chapin Co., Inc.
John D. Brown, Jr., Vice President, First Citizens Bank and Trust Company of
South Carolina
Robert M. Grissom, Mayor, City of Myrtle Beach
Samuel H. Killman,III, Chief of Police, City of Myrtle Beach
Thomas A. Whitaker, M.D., Ophthalmologist
Crain E. Woods, Councilman, City of Myrtle Beach
Nichols
Gerald M. Bane, Assistant Vice President, First Citizens Bank and Trust Company
of South Carolina
James A. Battle, Jr., Vice President and Treasurer, J. R. Battle and Company
James M. Devers, Jr., President, Nichols Farm Supply, Inc.
D. H. Jordan, Retired Farmer
Randy Lovett, Tobacco Farmer, Big L Ware house
North Charleston
Alvie R. Evans, President, Evans Development Corp.
G. Phillip Murphy, Real Estate Developer/ Owner, Phil-Jo Construction Company
and G. Phillip Murphy Realty
James A. Rock, President, Byroc Insulation Supply, Inc.
Pacolet
B. Rodgers Berry, Owner, R&R Farms
Catherine G. Dunnaway, Assistant Vice President, First Citizens Bank and Trust
Company of South Carolina
John Earl Hogan, Retired
Joanne G. Jumper, College Professor, Anderson College
Lanny F. Littlejohn, President, Littlejohn Lumber Company
Louise Rochester, Post Mistress, Pacolet Mills Post Office
Otis Smith, Sr., Milliken-Pacolet Mills Plant
Pageland
Thomas F. Agerton, Owner, Pageland Auto Parts
Billy C. Blakeney, M.D., Physician
C. Hamilton Hutto, Vice President, First Citizens Bank and Trust Company of
South Carolina
Perry L. Mungo, President, P. F. And Perry L. Mungo, Inc.
Roddy W. Outen, President, Jefferson Barns, Inc.
Henry David Pigg, III, Owner, Pigg and Catoe Farm
Ogden Sutton, President, Sutton Funeral Home, Inc.
Carl M. Trucker, III, President, C. M. Tucker Lumber Company
Rock Hill
Winston Kelly, District Manager, Catawba Area of Duke Power Co.
Judy Pinner, President, Preferred Billing and Management Service
Neal Powell, Orthopaedic Surgeon , Rock Hill Orthopaedic Clinic, PA
Salem
Joseph J. Antonette, Retired
Lawrence J. Bloomer, Manager, Keowee Division,, Keowee Division Crescent Land
and Timber
Judy Hines, Owner, Talk of the Town Beauty Salon
Saluda
Ted L. Coleman, Farmer, Big Creek Hill Farms
Lester F. Hembel, Retired
Fred M. Parkman, President, Parlman's Pharmacy, Inc.
Ralph N. Riley, Owner, Riley Family Practice Associates. P.A.
William H. Rushton, Jr., Vice President, First Citizens Bank and Trust Company
of South Carolina
C. David Sawyer, Jr., Family Court Judge
J. Claude Wheeler, Jr., Dairy and Beef Cattle, Farmer
P. S. White, Jr., Attorney-at-Law
Sharon
William B. Arthur, Vice President, First Citizens Bank and Trust Company of
South Carolina
<PAGE>
James Charles Bankhead, Jr., Retired
John I. Chason, Retired
Phillip D. Faulkner, Assistant Vice President, First Citizens Bank and Trusts
Company of South Carolina
Jay Gorley, President/Owner, Northwestern, Inc.
W. Park Thomson, Retired
W. L. Whitesides, Jr., Whitesides Company
William S. Wilkerson, III, President, John L. Gaddy Enterprises, Inc.
Spartanburg
Wallace W. Brawley, Consultant, First Citizens Bank and Trust Company of South
Carolina
Howard B. Carlisle, III, Chairman of the Board, Printpak Industries, Inc.
Marvin Dupre Cole, Residential Builder and Realtor, Imperial Developers
J. Howard Henderson, President, Copac, Inc.
Roland Jones, Attorney-at-Law, Ward Law Firm
Matz Lischerong, Founder and President, Primaknit, Inc. and Litex International
Pamela R. McCulley, Artist
Gaines H. Mason, Jr., Vice President, First Citizens Bank and Trust Company of
South Carolina
W. C. (Cliff) Neal, Reeves Brothers, Inc.
M. R. Price, Secretary/Treasurer,. Price's Store for Men
Charles A. Spann, Sr., Development Specialist, City Spartanburg
Joe R. Utley, M. D., Foothills Cardiothoracic
Bruce B. White, President, Fiber and Yarn Associates
St. George
Thomas O. Berry, Jr., Attorney-at-Law
Jerome S. Bilton, President, Jim Bilton Ford
James L. Hodges, Pharmacist, Cash Discount Drugs
Richard J. Rhode, Surveyor and Owner, Rhodes Land Surveying
D. Carl Walters, Jr., Vice President, First Citizens Bank and Trust Company of
South Carolina
Thomas J. Wamer, Funeral Director, Bryant Funeral Home
Summmerville
Gary H. Bargmann, President, First Title and Abstract Company
Peter M. Bristow, Vice President, First Citizens Bank and Trust Company of
South Carolina
William C. Collins, Editor & Publisher, Summerville Journal Scene
Todd Davenport, Stockbroker, Edward D. Jones Agency
William M. Reeves, Jr., Headmaster, Pinewood Preparatory School
P. Frank Smith, Retired
Milton Thomas, Commercial Broker, Prudential Carolina Realty
Trenton
Avory Bland, Owner, Bland Funeral Horne
E. Hite Miller, Sr., Chairman, First Citizens Bank and Trust Company of South
Carolina
Grace H. Satcher, Assistant Vice President, First Citizens Bank and Trust
Company of South Carolina
Julius M. Vann, Retired
West Columbia
Dr. R. B. Antley, Optometrist and Partner, Eye Associates of Cayce-West Columbia
Steven C. Cogburn, Jr., President and Owner, Cogburn's Restaurant
Bobby T. Howard, President, Cleghorn Group, Inc.
J. Doyle Pinholster, Vice President, First Citizens Bank and Trust Company of
South Carolina
Russell B. Shealy, President Russell B. Shealy, Russell B. Shealy and Assoc.,
Dr. Walter P. Witherspoon, Jr., Orthodontist
Westminster
Sammy W. Dickson, Manager of Finance, Blue Ridge, Blue Ridge Electric
Cooperative
Jerry L. Smith, Pharmacist
James M. Stone, Poultry/Agriculture Producer
<PAGE>
Whitmire
Dr. R. L. Bledsoe, Dentist
W. Houghson Green, Jr., Manager, First Citizens Bank and Trust Company of
South Carolina
Tony A. Henderson, Supervisor, Cone Mills
Cheryl Nichols, Nichols Tire Company
Rev. Dolphus Rayford, Minister
John F. Roche, Jr., Pharmacist, Roche Pharmacy
Williston
Freddie Houston, Sr., Supervisor, Owens Corning
Thomas R., Jackson, Retired Former President, Anderson Oil Company
Q. A. Kennedy, III, Retired
Thomas R. Rivers, Owner, Rivers Pharmacy
Woodruff
William W. Baxley, Vice President, First Citizens Bank and Trust Company of
South Carolina
Dr. James Coker, Woodruff Eye Clinic
James M. Gibert, President, Gibert Co., Inc. (Gibert Realty Co.,)
Dr. J. Elwyn James, Physician/Surgeon, James Wilmot Clinic
Perry C. Ouzts, Retired
G. Curtis Walker, B. J. Workman Memorial Hospital
York
William B. Arthur, Vice President, First Citizens Bank and Trust Company of
South Carolina
Manning E. Biggers, President and Owner, Faith Realty Company, Inc.
Charles Bradford, Attorney-at-Law, Bradford and Bradford, PA
Dr. Thomas G. Dickson, Veterinarian
Dr. Gregory Greiner, Dentist
William M. Miller, President, Miller Insurance Services
COMMUNITIES SERVED
Aiken
Douglas E. Henderson
Vice President/City Executive
Anderson
John B. Buice, Jr.
Vice President/Area Executive
Ballentine
Richard Pascal, Jr.
Assistant Vice President/Manager
Barnwell
John J. Sanders
Vice President/Area Executive
Beech Island
Carol L. Albion
Branch Officer/Branch Manager
Belevedere
Steven M. Phillips
Vice President/City Executive
Bennettsville
Ernest Vereen
Vice President/City Executive
<PAGE>
Bishopville
Bruce C. Snipes
Assistant Vice President/City Executive
Boiling Springs
Penny S. Guinn
Assistant Vice President/Manager
Calhoun Falls
Donald M. Rochelle
Assistant Vice President/Manager
Cayce
C. Brian McLane
Assistant Vice President/Manager
Central
Jo Lynn McFadden
Assistant Vice President/Manager
Charleston
Dwight L Moody, Jr.
Vice President/Area Executive
Cheraw
Brian J. Mickleberry
Vice President/City Executive
Chester
C. Larry Haynes
Vice President/City Executive
Chesterfield
Thomas M. Gaskin
Vice President/City Executive
Clemson
William B. Harley, Jr.
Vice President/City Executive
Clio
Derry W. McCormick
Vice President/City Executive
Columbia
Bernard L. Duke
Senior Vice President/Group Executive
Conway
John C. Griggs, Jr.
Vice President/City Executive
Cowpens
Linda Porter
Branch Manager
Darlington
John H. Martin, III
Vice President/City Executive
<PAGE>
Dillon
Charles S. McLaurin, III
Executive Vice President/Retail Banking Executive
Eastover
Robert G. Woods
Assistant Vice President/Manager
Elgin
J. Michael Stinnett
Branch Officer/Manager
Forest Acres
G. Eddie Wingard
Vice President/Commercial Lender
Fort Mill
David Macaulay
Vice President/City Executive
Florence
D. Leroy Bailey, Jr.
Vice President/Area Executive
Georgetown
Robert R. Martin, Jr.
Vice President/City Executive
Great Falls
John P. Davis
Vice President/Branch Manager
Greenville
Don Kiser
Vice President/City Executive
Greenwood
C. Sidney Abney
Vice President/City Executive
Hickory Grove
No Officer in Charge
Irmo
Lisa A. Moseley
Assistant Vice President/Manager
Jackson
L. Walker Padgett, Jr.
Vice President/Manager
Joanna
Wanda M. Prater
Branch Officer/Supervisor
Johnston
John C. Timmerman
Vice President/City Executive
<PAGE>
Kershaw
Nancy L. Taylor
Assistant Vice President/City Executive
Lake View
Edna Miller
Assistant Vice President/Manager
Lancaster
Don T. Gardner
Vice President/City Executive
Landrum
E. Hite Miller, Jr.
Vice President/Manager
Lexington
Stan Dawsey
Vice President/City Executive
Liberty
Y. Floyd Cousins
Assistant Vice President/Manager
Lugoff
No Officer in Charge
Lyman
Terry K. Phillips
Vice President/Manager
Marion
Richard M. Lane
Vice President/City Executive
Maudin
Ted G. Sanders
Vice President/Manager
Moncks Corner
Dorothy C. Gatlin
Vice President/City Executive
Mount Pleasant
Andrew B. Thomas
Branch Officer/Manager
Myrtle Beach
John D. Brown
Vice President/City Executive
New Ellenton
Shevonie Mealer
Branch Officer/Manager
Nichols
Gerald M. Bane
Assistant Vice President/City Executive
North
<PAGE>
Betty H. Williamson
Branch Officer/Manager
North Charleston
Willard S. Hewitt
Vice President/Branch Coordinator
Pacolet
Catherine G. Dunnaway
Branch Officer/Manager
Pageland
C. Hamilton Hutto
Vice President/City Executive
Pawleys Island
Raymond O. Yonkers
Assistant Vice President/Manager
Richburg/Lewisville
Russell L. Workman
Assistant Vice President/Branch Manager
Ridge Spring
Donna J. Wise
Assistant Vice President/Supervisor
Rock Hill
Dennis J. Stuber
Vice President/Area Executive
Salem
No Officer In Charge
Saluda
William H. Rushton, Jr.
Vice President/City Executive
Sharon
Phillip D. Faulkner
Assistant Vice President/Manager
Six Mile
No Officer in Charge
Socastee
Charles S. Page
Assistant Vice President/Branch Manager
South of the Border
Catherine Baxley
Branch Officer/Branch Supervisor
Spartanburg
Gaines H. Mason, Jr.
Vice President/City Executive
Summerville
Peter M. Bristow
Vice President/City Executive
<PAGE>
St. George
D. Carl Walters, Jr.
Vice President/City Executive
Trenton
No Officer In Charge
Ware Shoals
Dave Estes
Branch Manager
West Columbia
J. Doyle Pinholster
Vice President/Manager
Westminister
Susan B. Sanders
Consumer Lending Officer/Manager
Whitmire
W. Hughson Green, Jr.
Consumer Lending Officer/Manager
Williston
Frank Mizell
Vice President/City Executive
Woodruff
William W. Baxley
Vice President/Manager
York
William B. Arthur
Vice President/City Executive
<PAGE>
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<CIK> 0000708848
<NAME> FIRST CITIZENS
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<CASH> 103,844
<INT-BEARING-DEPOSITS> 11,300
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 17,653
<INVESTMENTS-CARRYING> 467,798
<INVESTMENTS-MARKET> 468,990
<LOANS> 1,269,779
<ALLOWANCE> (23,483)
<TOTAL-ASSETS> 1,947,699
<DEPOSITS> 1,661,072
<SHORT-TERM> 132,891
<LIABILITIES-OTHER> 11,095
<LONG-TERM> 10,000
0
3,282
<COMMON> 4,646
<OTHER-SE> 124,713
<TOTAL-LIABILITIES-AND-EQUITY> 1,947,699
<INTEREST-LOAN> 104,351
<INTEREST-INVEST> 28,971
<INTEREST-OTHER> 895
<INTEREST-TOTAL> 134,217
<INTEREST-DEPOSIT> 51,170
<INTEREST-EXPENSE> 57,552
<INTEREST-INCOME-NET> 76,665
<LOAN-LOSSES> 4,574
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 65,073
<INCOME-PRETAX> 29,275
<INCOME-PRE-EXTRAORDINARY> 29,275
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 18,954
<EPS-PRIMARY> 20.02
<EPS-DILUTED> 20.02
<YIELD-ACTUAL> 8.02
<LOANS-NON> 2,920
<LOANS-PAST> 2,261
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