UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the period ended June 30, 1996
Commission File Number: 0-12358
CCB FINANCIAL CORPORATION
(Exact name of issuer as specified in charter)
North Carolina 56-1347849
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
111 Corcoran Street, Post Office Box 931, Durham, NC 27702
(Address of principal executive offices)
Registrant's telephone number, including area code (919) 683-7777
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 [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Common Stock, $5 Par value 15,054,679
(Class of Stock) (Shares outstanding
as of July 31, 1996)
<PAGE>
CCB FINANCIAL CORPORATION
FORM 10-Q
INDEX
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets
June 30, 1996, December 31, 1995 and
June 30, 1995 3
Consolidated Statements of Income
Three and Six Months Ended June 30, 1996 and 1995 4
Consolidated Statements of Shareholders' Equity
Six Months Ended June 30, 1996 and 1995 5
Consolidated Statements of Cash Flows
Six Months Ended June 30, 1996 and 1995 6
Notes to Consolidated Financial Statements
Six Months Ended June 30, 1996 and 1995 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 10
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 20
Signatures 21
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CCB Financial Corporation and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(Unaudited) (Unaudited)
June 30, December 31, June 30,
1996 1995 1995
Assets:
Cash and due from banks $ 214,259,630 189,320,033 175,530,547
Time deposits in other banks 57,434,771 72,131,355 121,996,921
Federal funds sold and other short-
term investments 198,000,000 308,081,862 293,632,843
Investment securities:
Available for sale 890,440,199 961,640,464 848,445,619
Held to maturity (market values
of $78,088,197, $83,060,136
and $81,302,019) 75,821,503 78,091,957 77,763,227
Loans and lease financing (notes 2
and 4) 3,499,741,285 3,345,345,231 3,197,549,411
Less reserve for loan and lease
losses (note 3) 45,422,929 43,577,725 42,725,663
Net loans and lease financing 3,454,318,356 3,301,767,506 3,154,823,748
Premises and equipment 66,861,600 66,977,333 64,082,239
Other assets (notes 4 and 5) 103,331,454 111,775,657 101,719,621
Total assets $5,060,467,513 5,089,786,167 4,837,994,765
Liabilities:
Deposits:
Demand (noninterest-bearing) $ 550,568,080 538,177,666 525,372,682
Savings and NOW accounts 520,246,220 522,556,768 490,498,551
Money market accounts 1,328,015,463 1,309,544,849 1,244,809,348
Jumbo time deposits 265,859,928 294,828,281 261,588,007
Consumer time deposits 1,645,928,431 1,632,303,560 1,642,895,570
Total deposits 4,310,618,122 4,297,411,124 4,165,164,158
Other short-term borrowed funds 144,939,109 177,958,782 94,363,792
Long-term debt 61,242,621 78,992,856 87,301,184
Other liabilities 92,393,346 101,906,402 88,544,917
Total liabilities 4,609,193,198 4,656,269,164 4,435,374,051
Shareholders' equity:
Serial preferred stock. Authorized
5,000,000 shares; none issued -- -- --
Common stock of $5 par value.
Authorized 50,000,000 shares;
15,051,625, 14,960,716, and
14,899,625 shares issued 75,258,125 74,803,580 74,498,125
Additional paid-in capital 90,173,900 89,437,260 88,481,824
Retained earnings 285,921,986 261,245,259 238,835,067
Unrealized gain (loss) on investment
securities available for sale, net
of applicable taxes 1,166,076 9,765,025 3,159,122
Less: Unearned common stock held by
management recognition plans (1,245,772) (1,734,121) (2,353,424)
Total shareholders' equity 451,274,315 433,517,003 402,620,714
Total liabilities and
shareholders' equity $ 5,060,467,513 5,089,786,167 4,837,994,765
See accompanying notes to consolidated financial statements.
CCB Financial Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended June 30,
1996 1995
Interest income:
Interest and fees on loans and leases $ 78,743,076 76,823,015
Interest and dividends on
investment securities:
U.S. Treasury 7,244,941 7,533,436
U.S. Government agencies
and corporations 5,826,437 5,873,229
States and political subdivisions
(primarily tax-exempt) 1,139,515 1,294,682
Equity and other securities 509,463 531,305
Interest on time deposits in other banks 698,800 720,304
Interest on federal funds sold and
other short-term investments 3,381,340 2,831,505
Total interest income 97,543,572 95,607,476
Interest expense:
Deposits 41,680,331 42,692,891
Short-term borrowed funds 1,590,477 1,155,388
Long-term debt 1,064,553 1,538,213
Total interest expense 44,335,361 45,386,492
Net interest income 53,208,211 50,220,984
Provision for loan and lease
losses (note 4) 3,150,000 1,598,608
Net interest income after provision
for loan and lease losses 50,058,211 48,622,376
Other income:
Service charges on deposit accounts 7,282,003 6,173,893
Trust and custodian fees 1,783,402 1,104,629
Brokerage and insurance commissions 1,440,721 1,340,675
Merchant discount 1,413,701 1,153,370
Other service charges and fees 1,103,986 843,902
Other 2,380,475 2,994,329
Investment securities gains 32,112 886,187
Investment securities losses (5,811) (537,337)
Total other income 15,430,589 13,959,648
Other expenses:
Personnel expense 19,841,053 19,794,054
Net occupancy expense 2,834,195 2,643,259
Equipment expense 2,413,861 2,599,285
Other operating expenses 12,081,378 12,368,144
Merger-related expense - 10,332,596
Total other expenses 37,170,487 47,737,338
Income before income taxes 28,318,313 14,844,686
Income taxes 9,974,800 5,657,044
Net income $ 18,343,513 9,187,642
Income per share $ 1.22 .62
Weighted average shares outstanding 15,055,922 14,923,787
(Continued)
CCB Financial Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME, Continued
Six Months Ended June 30,
1996 1995
Interest income:
Interest and fees on loans and leases $ 156,730,290 150,289,305
Interest and dividends on
investment securities:
U.S. Treasury 14,350,649 15,979,232
U.S. Government agencies
and corporations 12,515,258 11,927,520
States and political subdivisions
(primarily tax-exempt) 2,298,415 2,640,800
Equity and other securities 1,025,555 1,061,457
Interest on time deposits in other banks 1,582,828 1,325,616
Interest on federal funds sold and
other short-term investments 6,059,697 5,250,306
Total interest income 194,562,692 188,474,236
Interest expense:
Deposits 83,945,208 81,413,027
Short-term borrowed funds 2,457,264 2,572,905
Long-term debt 2,310,194 3,071,296
Total interest expense 88,712,666 87,057,228
Net interest income 105,850,026 101,417,008
Provision for loan and lease
losses (note 3) 5,150,000 3,748,608
Net interest income after provision
for loan and lease losses 100,700,026 97,668,400
Other income:
Service charges on deposit accounts 14,237,172 12,351,920
Trust and custodian fees 3,354,458 3,227,410
Insurance commissions 2,614,300 1,842,867
Merchant discount 2,696,711 2,262,396
Other service charges and fees 2,208,553 1,910,521
Other 4,451,945 5,690,034
Investment securities gains 1,335,068 886,187
Investment securities losses (1,324,180) (1,863,394)
Total other income 29,574,027 26,307,941
Other expenses:
Personnel expense 40,253,400 39,672,544
Net occupancy expense 5,767,594 5,578,338
Equipment expense 5,022,572 5,218,351
Other operating expenses 23,823,019 25,980,288
Merger-related expense - 10,332,596
Total other expenses 74,866,585 86,782,117
Income before income taxes 55,407,468 37,194,224
Income taxes 19,291,500 13,107,295
Net income $ 36,115,968 24,086,929
Income per share $ 2.40 1.61
Weighted average shares outstanding 15,033,812 14,960,977
See accompanying notes to consolidated financial statements.
CCB Financial Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Six Months Ended June 30, 1996 and 1995
(Unaudited)
<TABLE>
<CAPTION>
Unrealized
Gain
(Loss) on
Investment Total
Additional Securities Management Share-
Common Paid-In Retained Available Recognition holders'
Stock Capital Earnings for Sale Plans Equity
<S> <C> <C> <C> <C> <C> <C>
Balance December 31, 1994 $ 74,984,140 92,283,008 225,499,020 (18,644,387) (2,970,685) 371,151,096
Net income - - 24,086,929 - - 24,086,929
Stock options exercised 64,805 80,246 - - - 145,051
Earned portion of
management recognition
plans - - - - 617,261 617,261
Purchase and retirement
of shares (550,820) (3,881,430) - - - (4,432,250)
Cash dividends ($.68
per share) - - (10,750,882) - - (10,750,882)
Change in unrealized
losses, net of appli-
cable income taxes - - - 21,803,509 - 21,803,509
Balance June 30, 1995 $ 74,498,125 88,481,824 238,835,067 3,159,122 (2,353,424) 402,620,714
Balance December 31, 1995 $ 74,803,580 89,437,260 261,245,259 9,765,025 (1,734,121) 433,517,003
Net income - - 36,115,968 - - 36,115,968
Transactions pursuant to
restricted stock plan - 546,476 - - - 546,476
Stock options exercised 550,605 1,091,859 - - - 1,642,464
Earned portion of
management recognition
plans - - - - 488,349 488,349
Purchase and retirement
of shares (95,905) (901,227) - - - (997,132)
Cash dividends ($.76
per share) - - (11,439,241) - - (11,439,241)
Change in unrealized
losses, net of appli-
cable income taxes - - - (8,598,949) - (8,598,949)
Other transactions, net (155) (468) - - - (623)
Balance June 30, 1996 $ 75,258,125 90,173,900 285,921,986 1,166,076 (1,245,772) 451,274,315
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
CCB Financial Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three and Six Months Ended June 30, 1996 and 1995
(Unaudited)
1996 1995
Operating activities:
Net income $ 36,115,968 24,086,929
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 4,039,287 4,185,823
Provision for loan and lease losses 5,150,000 3,748,608
Net (gain) loss on investment securities (10,888) 977,207
Net amortization and accretion of
investment securities 3,127,784 3,234,918
Amortization of intangibles and other assets 2,403,690 2,558,973
Accretion of negative goodwill (1,677,905) (1,677,905)
Decrease in accrued interest receivable 1,441,100 1,858,019
Increase in accrued interest payable 2,106,387 871,866
Decrease in other assets 2,066,080 12,690,377
Increase (decrease) in other liabilities (2,509,561) 3,085,658
Vesting of shares held by management
recognition plans 488,349 617,261
Other operating activities, net (145,236) (1,517,603)
Net cash provided by operating activities 52,595,055 54,720,131
Investing activities:
Proceeds from maturities and issuer calls
of investment securities held to maturity 5,030,281 10,704,824
Purchases of investment securities held
to maturity (2,735,323) (3,642,137)
Proceeds from sales of investment securities
available for sale 14,385,048 139,656,955
Proceeds from maturities and issuer calls of
investment securities available for sale 233,743,455 69,311,212
Purchases of investment securities available
for sale (194,275,161) (101,256,133)
Net originations of loans and leases receivable (278,362,739) (117,494,950)
Proceeds from sales of loans held for sale 118,585,655 76,512,047
Purchases of premises and equipment (4,913,815) (3,650,247)
Net cash provided (used) by investing activities (108,542,599) 70,141,571
Financing activities:
Net increase in deposit accounts 69,029,461 107,483,668
Deposits disposed of in branch sale, net (51,272,198) --
Net decrease in short-term borrowed funds (33,019,673) (20,452,827)
Proceeds from issuance of long-term debt -- 4,230,381
Repayments of long-term debt (17,834,363) (12,615,453)
Exercise of stock options 1,642,464 145,051
Purchase and retirement of common stock (997,132) (4,432,250)
Cash dividends (11,439,241) (10,750,882)
Other equity transactions, net (623) --
Net cash provided (used) by financing activities (43,891,305) 63,607,688
Net increase (decrease) in cash and cash
equivalents (99,838,849) 188,469,390
Cash and cash equivalents at January 1 569,533,250 402,690,921
Cash and cash equivalents at June 30 $ 469,694,401 591,160,311
Supplemental disclosure of cash flow information:
Interest paid during the period $ 86,606,279 87,929,094
Income taxes paid during the period 18,303,598 18,399,397
Supplemental disclosure of noncash investing
and financing activities:
Investments transferred to available for sale $ -- 159,336,349
Change in market value of securities available
for sale, net of deferred taxes (benefit)
of $(5,606,574) and $13,110,601, respectively (8,598,949) 21,803,509
Loans and lease financing transferred to other
real estate acquired through loan foreclosure 715,391 1,075,577
Restricted stock transactions, net of deferred
taxes of $730,211 546,476 --
See accompanying notes to consolidated financial statements.
<PAGE>
CCB Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Six Months Ended June 30, 1996 and 1995
(Unaudited)
(1) Consolidation
The consolidated financial statements include the accounts and results
of operations of CCB Financial Corporation (the "Corporation") and its
wholly-owned subsidiaries, Central Carolina Bank and Trust Company
("CCB"), Graham Savings Bank, Inc., SSB and Central Carolina Bank -
Georgia. The consolidated financial statements also include the
accounts and results of operations of CCB Investment and Insurance
Service Corporation, CCBDE, Inc. and Southland Associates, Inc.,
wholly-owned subsidiaries of CCB. All significant intercompany
accounts are eliminated in consolidation.
(2) Loans and Lease Financing
A summary of loans and lease financing at June 30, 1996 and 1995
follows:
1996 1995
Commercial, financial
and agricultural $ 364,993,672 502,765,512
Real estate-construction 523,096,684 419,690,427
Real estate-mortgage 2,049,607,091 1,762,220,172
Instalment loans to individuals 346,387,135 291,080,013
Credit card receivables 184,158,302 191,801,571
Lease financing 36,232,272 34,830,613
Gross loans and lease financing 3,504,475,156 3,202,388,308
Less unearned income 4,733,871 4,838,897
Total loans and lease financing $ 3,499,741,285 3,197,549,411
During the second quarter of 1996, certain loans were reviewed and
found to have been improperly classified as to their loan type.
Consequently, loans of approximately $186 million were reclassed from
commercial, financial and agricultural to real estate-construction
($40 million) and real estate-mortgage ($146 million). Due to system
limitations, misclassified loans outstanding at June 30, 1995 have not
been reclassified for financial statement purposes.
Loans held for sale totaled $8,759,000 and $8,217,000 at June 30, 1996
and 1995, respectively, and are reported at the lower of cost or
market.
At June 30, 1996, impaired loans amounted to $15,704,000 compared to
$4,528,000 at June 30, 1995. The related reserve for loan and lease
losses on these loans amounted to $2,835,000 at June 30, 1996 and
$2,396,000 at June 30, 1995.
<PAGE>
CCB Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(3) Reserve for Loan and Lease Losses
Following is a summary of the reserve for loan and lease losses for
the six months ended June 30, 1996 and 1995:
1996 1995
Balance at beginning of year $ 43,577,725 41,045,713
Provision charged to operations 5,150,000 3,748,608
Recoveries of loans and leases
previously charged-off 984,108 830,320
Loan and lease losses charged
to reserve (4,288,904) (2,898,978)
Balance at end of period $ 45,422,929 42,725,663
(4) Risk Assets
Following is a summary of risk assets at June 30, 1996 and 1995 (in
thousands):
1996 1995
Nonaccrual loans and lease financing $ 11,980 9,690
Other real estate acquired through
loan foreclosures 2,553 2,894
Accruing loans and lease financing
90 days or more past due 4,229 2,605
Total risk assets $ 18,762 15,189
(5) Mortgage Servicing Rights
Effective January 1, 1996, the Corporation adopted the provisions of
Statement of Financial Accounting Standards No. 122, "Accounting for
Mortgage Servicing Rights, an amendment of SFAS No. 65" ("SFAS No.
122"). SFAS No. 122 provides guidance for the recognition of mortgage
servicing rights ("MSRs") as an asset when a mortgage loan is sold or
securitized and servicing rights retained, regardless of how those
servicing rights were acquired. This eliminates the previously
existing accounting distinction between rights to service mortgage
loans for others that are acquired through loan origination activities
and those acquired through purchase transactions. Impairment of
recorded MSRs is measured periodically by applying current fair value
to each stratum of the disaggregated mortgage-servicing portfolio and
comparing the result to the recorded balance. Prior to the adoption
of SFAS No. 122, the Corporation had purchased mortgage servicing
rights which had a carrying value of $916,146 at December 31, 1995.
<PAGE>
CCB Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(5) Mortgage Servicing Rights, Continued
A summary of mortgage servicing rights follows:
Capitalized MSRs at December 31, 1995 $ 916,146
Capitalized during the period 1,462,060
Amortization during the period (169,711)
Capitalized MSRs at June 30, 1996 $ 2,208,495
The fair value of servicing for which the Corporation has capitalized
an acquisition cost was $2,371,000 compared to a carrying value of
$2,208,000. Additionally, there is value associated with servicing
originated prior to January 1, 1996 for which the carrying value is
zero. No valuation allowance for capitalized MSRs was required at
June 30, 1996.
(6) Contingencies
Certain legal claims have arisen in the normal course of business,
which, in the opinion of management and counsel, will have no material
adverse effect on the financial position of the Corporation or its
subsidiaries.
(7) Management Opinion
The financial statements in this report are unaudited. In the opinion
of management, all adjustments (none of which were other than normal
accruals) necessary for a fair presentation of the financial position
and results of operations for the periods presented have been
included.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
The purpose of this discussion and analysis is to aid in the
understanding and evaluation of financial conditions and changes
therein and results of operations of CCB Financial Corporation (the
"Corporation") and its wholly-owned subsidiaries, Central Carolina
Bank and Trust Company ("CCB"), Graham Savings Bank, Inc., SSB
("Graham Savings") and Central Carolina Bank-Georgia ("CCB-Ga.")
(collectively "the Banks"), and CCB's wholly-owned subsidiaries, CCB
Investment and Insurance Service Corporation ("CCBI"), CCBDE, Inc. and
Southland Associates, Inc. for the three and six months ended June 30,
1996 and 1995. This discussion and analysis is intended to complement
the unaudited financial statements and footnotes and the supplemental
financial data appearing elsewhere in this Form 10-Q, and should be
read in conjunction therewith.
On May 19, 1995, the Corporation effected a merger with Security
Capital Bancorp ("Security Capital"), a $1.2 billion bank-holding
company headquartered in Salisbury, North Carolina. The merger was
accounted for as a pooling-of-interests and was effected through a tax-
free exchange of stock. In accordance with accounting principles for
poolings-of-interests, the financial statements of the Corporation
have been restated to reflect the effect of the merger as if it had
occurred at the beginning of the earliest period presented. Merger-
related expense of $10.3 million (or $7.3 million after-tax) was
recorded at the date of merger. On June 9, 1995, the Corporation
assumed the deposit liabilities of three branch offices of a North
Carolina bank. Deposit base premium of $2.9 million was recorded as a
result of the acquisition which is being amortized over 10 years; no
goodwill was recorded in the transaction. This $37.5 million
transaction was accounted for as a purchase and the results of
operations of the branches acquired are only included in the
Corporation's results of operations from the date of acquisition.
During the second quarter of 1996, CCB's subsidiary, 1st Home Mortgage
Acceptance Corporation ("HMAC"), was dissolved and its capital was
returned to CCB. HMAC previously held collateralized mortgage
obligations. The collateralized mortgage obligations, which totaled
$8.9 million at December 31, 1995, were called in February 1996. Also
during the second quarter, CCB sold four of its branch offices to a
North Carolina community bank. The transaction included the sale of
the banking offices and deposits totaling $55.8 million. In addition,
$3.7 million of goodwill and deposit premium recorded previously when
these branches were acquired by Security Capital was written-off after
the branch sale.
Results of Operations - Three Months Ended June 30, 1996 and 1995
Income before merger-related expense amounted to $18.3 million for the
three months ended June 30, 1996 compared to 1995's $16.5 million.
Income per share before merger-related expense totaled $1.22 in 1996
compared to $1.11 in the second quarter of 1995. Returns before
merger-related expenses on average assets and shareholders' equity
were 1.48% and 16.69%, respectively, in 1996 compared to 1995's 1.39%
and 16.85%. Net income for the three months ended June 30, 1996
amounted to $18.3 million, an increase of $9.2 million over the same
period in 1995. Net income per share was $1.22 in 1996, a $.60
increase over the 1995 period. Returns on average assets and average
shareholders' equity in 1996 were 1.48% and 16.69%, respectively,
compared to .77% and 9.39%, respectively, in the 1995 period.
Average Balance Sheets and Net Interest Income Analyses on a taxable
equivalent basis for each of the periods are included in Table 1.
Average earning assets increased by $243 million or 5.4% over the
three month 1995 period which was due to internal growth with the
exception of the previously
Table 1
CCB FINANCIAL CORPORATION
Average Balances and Net Interest Income Analysis
Three Months Ended June 30, 1996 and 1995
1996
Interest Average
Average Income/ Yield/
Balance Expense Rate
Earning assets:
Loans and lease financing (2) $ 3,445,480 78,893 9.20 %
U.S. Treasury and agency
obligations(3) 853,907 14,143 6.65
States and political subdivision
obligations 75,260 1,764 9.37
Equity and other securities (3) 28,040 523 7.46
Federal funds sold and other
short-term investments 251,940 3,446 5.50
Time deposits in other banks 54,389 699 5.17
Total earning assets (3) 4,709,016 99,468 8.48
Non-earning assets:
Cash and other due from banks 164,645
Premises and equipment 68,284
All other assets, net 53,598
Total assets $ 4,995,543
Interest-bearing liabilities:
Savings and time deposits $ 3,732,615 41,681 4.49 %
Short-term borrowed funds 133,302 1,591 4.80
Long-term debt 63,596 1,064 6.70
Total interest-bearing
liabilities 3,929,513 44,336 4.54
Other liabilities and shareholders'
equity:
Demand deposits 525,401
Other liabilities 98,574
Shareholders' equity 442,055
Total liabilites and shareholders'
equity $ 4,995,543
Net interest income and net interest
margin (4) $ 55,132 4.69 %
Interest rate spread (5) 3.94 %
(Continued)
CCB FINANCIAL CORPORATION
Average Balances and Net Interest Income Analysis, Continued
Three Months Ended June 30, 1996 and 1995
1995
Interest Average
Average Income/ Yield/
Balance Expense Rate
Earning assets:
Loans and lease financing (2) $3,263,187 77,019 9.46 %
U. S. Treasury and agency
obligations (3) 854,109 14,506 6.79
States and political
subdivision obligations 80,331 2,007 10.02
Equity and other securities (3) 30,704 545 7.10
Federal funds sold and other
short-term investments 189,625 2,953 6.25
Time deposits in other banks 48,153 771 6.42
Total earning assets (3) 4,466,109 97,801 8.77
Non-earning assets:
Cash and due from banks 173,874
Premises and equipment 66,397
All other assets, net 60,334
Total assets $ 4,766,714
Interest-bearing liabilities:
Savings and time deposits $ 3,616,285 42,693 4.74 %
Short-term borrowed funds 83,720 1,155 5.50
Long-term debt 87,033 1,538 7.09
Total interest-bearing
liabilities 3,787,038 45,386 4.81
Other liabilities and shareholders'
equity:
Demand deposits 494,604
Other liabilities 92,581
Shareholders' equity 392,491
Total liabilities and
shareholders' equity $ 4,766,714
Net interest income and net interest
margin (4) $ 52,415 4.69 %
Interest rate spread (5) 3.96 %
(1) The taxable equivalent basis is computed using 35% federal and
7.75% state tax rates in 1996 and 1995 where applicable.
(2) The average loan and lease financing balances include non-accruing
loans and lease financing. Loan fees of $3,211,000 and $2,540,000 for
1996 and 1995, respectively, are included in interest income.
(3) The average balances for debt and equity securities exclude the
effect of their mark-to-market adjustment, if any.
(4) Net interest margin is computed by dividing net interest income by
total earning assets.
(5) Interest rate spread equals the earning asset yield minus the
interest-bearing liability rate.
<PAGE>
mentioned 1995 branch acquisition. Increases in volume of interest-
earning assets were almost entirely offset by decreases in yield.
Consequently, interest income increased only $1.7 million over second
quarter 1995 and the average rate on interest-earning assets dropped
from 8.77% in 1995 to 8.48%. The mix of interest-earning assets at
June 30, 1996 changed slightly from 1995's mix as a result of sales
and maturities of investment securities that were reinvested in short-
term investments as the rate environment provided no incentive to
reinvest in longer-term investment securities. Loans continued to
comprise 73% of earning assets. The cost of interest-bearing funds
fell from 4.81% in 1995 to 4.54% in 1996. Despite the increased rates
paid on retail certificates of deposit and Individual Retirement
Accounts in 1996, the rates paid on savings and time deposits fell on
the aggregate from 4.74% in 1995 to the current 4.49%. The rate paid
on short-term borrowed funds also fell from 5.50% to 4.80% due to
changes in market rates. In addition, higher rate Federal Home Loan
Bank advances matured and the previously mentioned collateralized
mortgage obligations bearing interest at 11% were called during the
first six months of 1996 which caused the rate on long-term debt to
fall from 7.09% to 6.70% for the second quarter of 1996. These
combined effect of these factors resulted in the net interest margin
remaining constant at 4.69%. The interest rate spread narrowed to
3.94% for the three months ended June 30, 1996, dropping 2 basis
points from 1995. Net interest income on a taxable equivalent basis
increased $2.7 million or 5.2% over 1995's level.
The provision for loan and lease losses for the second quarter of 1996
was $3.2 million compared to $1.6 million in 1995. The reserve for
loan and lease losses to loans and lease financing outstanding was
1.30% at June 30, 1996 and 1.34% at June 30, 1995. Net 1996 loan and
lease charge-offs amounted to $1.9 million or .23% (annualized) of
average loans and lease financing compared to .16% (annualized) in
1995. While this ratio has increased in the current period, it
compares favorably to peer banks. The increased charge-offs in the
second quarter were due to the charge-off of several larger loans in
the commercial portfolio and increased charge-offs in the consumer
portfolio.
Other income, excluding investment securities transactions, increased
$1.8 million in the second quarter of 1996 to $15.4 million. The
increase was due primarily to a $1.1 million increase in service
charges on deposit accounts. The service charge increase resulted
from increased deposit volume, the recently imposed ATM surcharge of
$1.00 for each non-customer transaction and repricing of certain
deposit services based upon the results of product profitability
analysis. Brokerage and insurance commissions increased $495,000 from
1995 due to expansion of investment services provided through CCBI's
association with a registered securities broker-dealer. As previously
mentioned, CCB sold four branch offices during the second quarter
which resulted in a gain of approximately $350,000. The adoption of a
new accounting standard, as discussed below, resulted in additional
income of $754,000; however, this additional income was fully offset
by losses on sales of mortgage loans due to the market's response to
the new accounting standard.
Effective January 1, 1996, the Corporation adopted the provisions of
Statement of Financial Accounting Standards No. 122, "Accounting for
Mortgage Servicing Rights, an amendment of SFAS No. 65" ("SFAS No.
122"). SFAS No. 122 provides guidance for the recognition of mortgage
servicing rights ("MSRs") as an asset when a mortgage loan is sold or
securitized and servicing rights retained, regardless of how those
servicing rights were acquired. As a result of adopting SFAS No. 122,
the Corporation recorded MSRs of $754,000. The corresponding gain
from recording the mortgage servicing rights partially offset the
losses realized on sales of mortgage loans during the three months
ended June 30, 1996.
Other expenses in the 1996 period decreased by $234,000 excluding the
merger-related expense of $10.3 million incurred in 1995. Decreases
in deposit insurance of $1.8 million from 1995's level were off-set by
increases in other categories as described below. The decrease in
deposit insurance expense resulted from the Federal Deposit Insurance
Corporation lowering certain bank deposit insurance premiums from .23%
of deposits in 1995 to .04%. The positive impact of the premium
reduction will be tempered somewhat by possible future special
assessment(s) on banks to help fund the thrift deposit insurance fund.
At present, the Corporation anticipates a special one-time assessment
of approximately $10.5 million. This amount assumes an assessment of
.75% on approximately $1.4 billion of deposits the Corporation has
insured by the Savings Association Insurance Fund. These deposits
have been acquired through various acquisitions during the three
previous years.
During the second quarter, increases in the following categories
offset a majority of the deposit insurance expense decrease: increases
in marketing of $450,000 for advertising of new products and for
research of focus markets and potential new products, increases in
professional services of $645,000 including $396,000 for re-
engineering consultants and increases in printing and office supplies
of $136,000 for increased volume of activity. The largest other
expense category, personnel expense, increased less than 1% from
1995's level of $19.8 million. A comparison of assets per employee
shows continuing improvement from $2.45 million of assets per employee
at June 30, 1995 to $2.58 million per employee at June 30, 1996.
As a result of the aforementioned changes, net overhead (noninterest
expense less noninterest income) as a percentage of average assets
decreased to 1.75% for the three months ended June 30, 1996 from 1.98%
for the same period in 1995, excluding merger-related expense. The
Corporation's efficiency ratio (noninterest expense as a percentage of
taxable equivalent net interest income and other income) significantly
improved from 56.35% for the three months ended June 30, 1995,
excluding merger-related expense, to 52.68% for the same period in
1996. The improvement in both of these ratios indicates that the
Corporation's revenues are increasing faster than its expenses.
The following schedule presents noninterest income and expense as a
percentage of average assets for the three months ended June 30, 1996
and 1995.
1996 1995
Noninterest income (1) 1.24 % 1.17
Personnel expense 1.60 1.67
Occupancy and equipment expense .42 .44
Other operating expense (2) .97 1.04
Noninterest expense 2.99 3.15
Net overhead 1.75 % 1.98
(1) Includes net gains (losses) on investment securities sales.
(2) Excludes merger-related expense of $10.3 million in 1995.
_______________________________
During the second quarter of 1995, the Corporation recognized $10.3
million of merger-related expense from the Security Capital merger.
The expense was comprised of severance and other employee benefit
costs, costs related to branch closures, systems conversion costs and
other transaction-related expenses. The after-tax effect of the
merger-related expense was $7.3 million or $.49 per share.
The effective income tax rate was 35.2% in 1996 compared to 38.1% in
the same period of 1995. The higher effective tax rate experienced in
1995 was due to $2.8 million of nondeductible merger-related expense.
Results of Operations - Six Months Ended June 30, 1996 and 1995
Income before merger-related expense totaled $36.1 for the six months
ended June 30, 1996 compared to $31.4 million for the same period in
1995. Income before merger-related expense per share was $2.40 for
the six months ended June 30, 1996 compared to $2.10 for 1995.
Returns of income before merger-related expense on average assets and
average shareholders' equity were 1.46% and 16.54%, respectively,
compared to 1.34% and 16.47% in the 1995 period. Net income for the
six months ended June 30, 1996 amounted to $36.1 million, an increase
of $12 million or 49.9% from the same period in 1995. Income per
share was $2.40 in 1996, a 49.1% increase from the 1995 period.
Returns of net income on average assets and average shareholders'
equity were 1.46% and 16.54%, respectively, compared to 1.03% and
12.63% in the 1995 period.
Average Balance Sheets and Net Interest Income Analyses on a taxable
equivalent basis for each of the six month periods are included in
Table 2. Average earning assets increased by $230.9 million or 5.2%
over the 1995 period which was due primarily to internal growth. For
interest-earning assets, increases in the volume of those assets were
partially offset by decreases in yield to net to a $5.5 million
increase in taxable equivalent interest income. The mix of average
interest-earning assets at June 30, 1996 changed slightly from 1995's
mix as a result of sales and maturities of investment securities that
were reinvested in short-term investments as the rate environment
provided little incentive to reinvest in longer-term investment
securities. As of June 30, 1996, investment securities comprised 21%
of average earning assets compared to 23% for 1995; other interest-
earning assets absorbed the change. Loans continued to comprise 73%
of earning assets. For interest-bearing liabilities, the decrease in
rates paid on deposits partially offset the increase in interest
expense resulting from increased volume. The combination of these
factors resulted in the net interest margin decreasing from 4.78% for
the six months ended June 30, 1995 to 4.71% for 1996. The interest
rate spread fell 11 basis points to 3.97% for 1996. Net interest
income on a taxable equivalent basis increased $3.9 million or 3.7%
from 1995's level.
The provision for loan and lease losses increased to $5.2 million from
$3.7 million in 1995 due to the increase in outstanding loans and
lease financing and higher charge-offs in the second quarter. Net
1996 loan and lease charge-offs amounted to $3.3 million or .20%
(annualized) of average loans and lease financing compared to .13%
(annualized) in 1995.
Other income increased $3.3 million during the first six months of
1996 to $29.8 million. The increase was due primarily to a $1.9
million increase in service charges on deposit accounts resulting from
increased deposit volume and other factors previously discussed in the
quarterly review. Non-recurring other operating income increases
realized in 1995 included a $500,000 gain on the sale of a Security
Capital nonbank subsidiary and an $880,000 gain on the early
retirement of a portion of the Corporation's subordinated debentures.
Net losses on sales of securities (primarily U.S. Treasury and
<PAGE>
Table 2
CCB FINANCIAL CORPORATION
Average Balances and Net Interest Income Analysis
Six Months Ended June 30, 1996 and 1995
1996
Interest Average
Average Income/ Yield/
Balance Expense Rate
Earning assets:
Loans and lease financing (2) $ 3,407,023 157,050 9.26 %
U.S. Treasury and agency
obligations (3) 874,364 29,062 6.65
States and political subdivision
obligations 75,781 3,560 9.40
Equity securities and other 28,923 1,053 7.28
securities (3)
Federal funds sold and other
short-term investments 229,965 6,191 5.41
Time deposits in other banks 62,629 1,583 5.08
Total earning assets (3) 4,678,685 198,499 8.52
Non-earning assets:
Cash and due from banks 160,163
Premises and equipment 67,925
All other assets, net 61,553
Total assets $ 4,968,326
Interest-bearing liabilities:
Savings and time deposits $ 3,743,762 83,945 4.51 %
Other short-term borrowed funds 105,396 2,457 4.69
Long-term debt 68,775 2,311 6.71
Total interest-bearing liabilities 3,917,933 88,713 4.55
Other liabilities and
shareholders' equity:
Demand deposits 509,655
Other liabilities 101,638
Shareholders' equity 439,100
Total liabilities and
shareholders' equity $ 4,968,326
Net interest income and net
interest margin (4) $ 109,786 4.71 %
Interest rate spread (5) 3.97 %
(Continued)
<PAGE>
CCB FINANCIAL CORPORATION
Average Balances and Net Interest Income Analysis, Continued
Six Months Ended June 30, 1996 and 1995
1995
Interest Average
Average Income/ Yield/
Balance Expense Rate
Earning assets:
Loans and lease financing (2) $ 3,228,707 150,671 9.39
U.S. Treasury and agency
obligations (3) 890,293 30,196 6.78
States and political subdivision
obligations 81,447 4,090 10.13
Equity securities and other
securities (3) 30,722 1,089 7.09
Federal funds sold and other
short-term investments 173,216 5,497 6.40
Time deposits in other banks 43,403 1,417 6.58
Total earning assets (3) 4,447,788 192,960 8.72
Non-earning assets:
Cash and due from banks 168,158
Premises and equipment 65,985
All other assets, net 54,200
Total assets $ 4,736,131
Interest-bearing liabilities:
Savings and time deposits $ 3,597,676 81,413 4.56
Other short-term borrowed funds 95,309 2,573 5.44
Long-term debt 87,556 3,071 7.02
Total interest-bearing liabilities 3,780,541 87,057 4.64
Other liabilities and
shareholders' equity:
Demand deposits 480,536
Other liabilities 90,615
Shareholders' equity 384,439
Total liabilities and
shareholders' equity $ 4,736,131
Net interest income and net
interest margin (4) 105,903 4.78
Interest rate spread (5) 4.08
(1) The taxable equivalent basis is computed using 35% federal and
7.75% state tax rates in 1996 and 1995 where applicable. All amounts
prior to June 30, 1995 are restated for CCB Financial Corporation's
May 19, 1995 merger with Security Capital Bancorp which was accounted
for as a pooling-of-interests.
(2) The average loan and lease financing balances include non-accruing
loans and lease financing. Loan fees of $6,309,000 and $4,597,000 for
1996 and 1995, respectively, are included in interest income.
(3) The average balances for debt and equity securities exclude the
effect of their mark-to-market adjustment, if any.
(4) Net interest margin is computed by dividing net interest income by
total earning assets.
(5) Interest rate spread equals the earning asset yield minus the
interest-bearing liability rate.
<PAGE>
agency obligations) totaling $988,000 were incurred during 1995 as the
Corporation repositioned the securities portfolio in conjunction with
the Security Capital merger.
Other expenses, excluding merger-related expense in the 1995 period,
decreased by $1.6 million or 2.1% from the 1995 period. As discussed
previously, decreases were experienced in deposit insurance expense
which were partially offset by increases in personnel expense and
other expense. Amortization of intangible assets decreased slightly
during 1996, $101,000, due to the sale of branches to which the
intangible assets related. Merger-related expense of $10.3 million
was incurred during the second quarter as previously discussed. The
effective income tax rate for the six-months was 34.8% in 1996
compared to 35.2% in the same period of 1995 due to non-deductible
merger-related expense.
Financial Condition
Total assets have increased $222.5 million since June 30, 1995 due
primarily to net internal growth. The majority of the increase
occurred in interest-earning assets. Average assets have increased
from $4.8 billion for the year ended December 31, 1995 to $5 billion
for the three months ended June 30, 1996 and compare to $4.8 billion
for the three months ended June 30, 1995.
At June 30, 1996, risk assets (consisting of nonaccrual loans and
lease financing, foreclosed real estate, restructured loans and lease
financing and accruing loans 90 days or more past due) amounted to
approximately $18.8 million or .54% of outstanding loans and lease
financing and foreclosed real estate. This compares to approximately
$15.2 million or .48% at June 30, 1995. The increase in risk assets
was due primarily to the first quarter transfer of one large
commercial credit to the nonaccrual status. In addition, 90 days past
due and accruing loans increased $1.5 million from March 31, 1996,
primarily in the real estate - construction category. One real estate
- - construction loan accounted for approximately a third of the
increase in 90 days past due and accruing category. The reserve for
loan and lease losses to risk assets was 2.42x at June 30, 1996
compared to 2.69x at December 31, 1995 and 2.81x at June 30, 1995.
CCB opened its fifth in-store bank during the second quarter of 1996.
CCB received three national awards for its in-store facilities
including Best Store, Outstanding Merit and Store of the Year by a
national retail trade organization. Management believes that the in-
store banks will provide opportunities to attract new customers and
increase availability to current customers as the in-store banks are
open during non-traditional banking hours.
The Corporation's capital position has historically been strong as
evidenced by the Corporation's ratio of average shareholders' equity
to average total assets of 8.84% and 8.12% for the six months ended
June 30, 1996 and 1995, respectively. The 1995 ratio is lower than
the Corporation's historical levels due in part to the Corporation's
repurchase and retirement of $20 million (518,069 shares) of common
stock during the period from the fourth quarter of 1994 through the
second quarter of 1995. Increases in this ratio since June 30, 1995
are due primarily to the retention of earnings.
The unrealized gain on investment securities available for sale, net
of applicable taxes, decreased $8.6 million from December 31, 1995 in
conjunction with declines in the financial markets.
The Corporation has increased its annual cash dividends consistently
over the past 32 years, increasing to $.38 per share for the three
months ended June 30, 1996 from $.34 per share for the same period in
1995. On July 16, 1996, the Board of Directors of the Corporation
declared a dividend of $.42 payable on October 1, 1996 to shareholders
of record September 16, 1996. Book value increased 11% to $29.98 per
share at June 30, 1996 from 1995's level of $27.02. Tangible book
value increased $3.51 to $27.95 at June 30, 1996 due in part to the
intangible assets written-off in connection with the 1996 branch sale.
Bank holding companies are required to comply with the Federal Reserve
Board's risk-based capital guidelines which require a minimum ratio of
total capital to risk-weighted assets of 8%. At least half of the
total capital is required to be "Tier 1" capital, principally
consisting of common shareholders' equity, noncumulative perpetual
preferred stock, and a limited amount of cumulative perpetual
preferred stock less certain goodwill items. The remainder, "Tier 2
capital", may consist of a limited amount of subordinated debt,
certain hybrid capital instruments and other debt securities,
perpetual preferred stock, and a limited amount of the general reserve
for loan and lease losses. In addition to the risk-based capital
guidelines, the Federal Reserve has adopted a minimum leverage capital
ratio under which a bank holding company must maintain a minimum level
of Tier 1 capital to average total consolidated assets of at least 3%
in the case of a bank holding company which has the highest regulatory
examination rating and is not contemplating significant growth or
expansion. All other bank holding companies are expected to maintain
a leverage capital ratio of at least 1% to 2% above the stated
minimum.
The Corporation and the Banks continue to maintain higher capital
ratios than required under regulatory guidelines. The following
schedule shows that the Corporation and the Banks exceed risk-based
capital requirements at June 30, 1996. CCB-Ga.'s capital ratios have
fallen from 1995's levels due to higher asset levels without
corresponding increases in capital.
June 30, Regulatory
Ratio 1996 1995 Minimums
Tier 1 Capital 4.00%
Corporation 11.75% 10.20
CCB 11.54 10.37
Graham Savings 18.82 18.87
CCB-Ga. 11.13 25.17
Total Capital 8.00
Corporation 13.92 12.33
CCB 12.87 12.14
Graham Savings 20.08 20.64
CCB-Ga. 12.39 25.84
Leverage 4.00
Corporation 8.48 7.62
CCB 8.35 7.76
Graham Savings 10.79 9.63
CCB-Ga. 9.41 43.86
Proposed Acquisition
On May 14, 1996, the Corporation announced the signing of a letter of
intent to acquire Salem Trust Company, a $165 million bank
headquartered in Winston-Salem, North Carolina ("Salem Trust"). Salem
Trust has offices in Winston-Salem and Wilmington, North Carolina.
Under the terms of the agreement, the Corporation will issue .41
shares of its common stock in exchange for each share of Salem Trust
in a transaction designed to qualify as a tax-free exchange. On July
1, 1996, a definitive agreement of acquisition was signed by both
companies and due diligence between the two companies was concluded on
July 16, 1996. The acquisition, which among other things, is subject
to regulatory approval and approval by Salem Trust's shareholders, is
tentatively scheduled to be consummated in the first quarter of 1997.
Salem Trust's operations will become part of CCB.
Withdrawal of Stock Repurchase Program
On July 16, 1996, the Corporation announced that the Board of
Directors had rescinded a previously announced program to repurchase
and retire up to 300,000 shares of the Corporation's common stock.
The stock repurchase program was rescinded due to the pending
acquisition of Salem Trust.
Accounting Issues
The Corporation adopted Statement of Financial Accounting Standards
No. 123, "Accounting for Stock-Based Compensation ("SFAS No. 123") on
January 1, 1996 which establishes a fair value method of accounting
for such compensation plans. Stock-based compensation plans include
all arrangements by which employees receive shares of stock or other
equity instruments of the employer or in which an entity issues its
equity instruments to acquire goods or services from nonemployees.
Under SFAS No. 123, these types of transactions must be accounted for
based on the fair value of the consideration received or the fair
value of the equity instrument issued, whichever is more reliably
measured. While SFAS No. 123 encourages all entities to adopt the
fair value method of accounting, it does allow an entity to continue
to measure the compensation cost of stock compensation plans using the
intrinsic value based method of accounting prescribed by APB Opinion
No. 25, "Accounting for Stock Issued to Employees". Most fixed stock
option plans (the most common type of stock compensation plan) have no
intrinsic value at grant date, and under APB Opinion No. 25 no
compensation cost is recognized. Entities electing to continue using
the guidance under APB Opinion No. 25 must make pro forma disclosures
of net income and earnings per share as if the fair value method of
accounting proscribed by SFAS No. 123 had been applied. The
Corporation intends to continue measuring stock compensation expense
under APB Opinion No. 25.
In June 1996, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 125, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities ("SFAS No. 125"). This Statement provides accounting and
reporting standards for transfers and servicing of financial assets
and extinguishments of liabilities using a financial-components
approach that focuses on control of the asset or liability. SFAS No.
125 requires that an entity recognize only assets it controls and
liabilities it has incurred and should derecognize assets only when
control has been surrendered and derecognize liabilities only when
they have been extinguished. Adoption of SFAS No. 125 will impact
transactions in which the transferor has some continuing involvement
with the assets transferred or with the transferee including recourse,
servicing, agreements to reacquire and options written or held. SFAS
No. 125 is effective for transfers and servicing of financial assets
and extinguishments of liabilities occurring after December 31, 1996,
and is to be applied prospectively. Earlier or retroactive
application of SFAS No. 125 is not permitted. The Corporation is in
the process of assessing the impact of adopting SFAS No. 125 but does
not believe that it's adoption will have a material impact upon the
Corporation's financial condition or results of operations.
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a). Exhibits
Exhibit 3 - Amended Bylaws.
Exhibit 22 - Report regarding matters submitted to vote of
security holders.
Exhibit 99 - Press release regarding second quarter earnings.
(b). Reports on Form 8-K
A report on Form 8-K dated April 16, 1996 was filed under
items 5 and 7.
A report on Form 8-K dated May 14, 1996 was filed under items
5 and 7.
An amendment to a report on Form 8-K dated July 1, 1983 was
filed on June 14, 1996 under item 5.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
CCB FINANCIAL CORPORATION
Registrant
Date: August 12, 1996 /S/ Ernest C. Roessler
Ernest C. Roessler
President and Chief Executive Officer
Date: August 12, 1996 /S/ W. Harold Parker, Jr.
W. Harold Parker, Jr.
Senior Vice President and Controller
(Chief Accounting Officer)
BYLAWS
OF
CCB FINANCIAL CORPORATION
Revised April 16, 1996
ARTICLE I
Offices
Section 1. Principal Office: The principal office of the
corporation shall be located at 111 Corcoran Street, Durham,
North Carolina.
Section 2. Registered Office: The registered office of the
corporation required by law to be maintained in the State of
North Carolina may be, but need not be, identical with the
principal office.
Section 3. Other Offices: The Corporation may have offices
at such other places, either within or without the State of North
Carolina, as the Board of Directors from time to time may
determine, or as the affairs of the Corporation may require.
ARTICLE II
Meetings of Shareholders
Section 1. Place of Meetings: All meetings of shareholders
shall be held at the principal office of the Corporation or at
such other place, either within or without the State of North
Carolina, as shall be designated in the notice of the meeting.
Section 2. Annual Meetings: The annual meeting of
shareholders shall be determined by the Board of Directors of the
Corporation and shall be held during the first six (6) calendar
months of each year, for the purpose of electing directors of the
Corporation and for the transaction of such other business as
properly may be brought before the meeting.
Section 3. Substitute Annual Meeting: If the annual meeting
shall not be held within the period of time designated by these
Bylaws, a substitute annual meeting may be called in accordance
with the provisions of Section 4 of this Article. A meeting so
called shall be designated and treated for all purposes as the
annual meeting.
Section 4. Special Meetings: Special meetings of the
shareholders may be called at any time by the Chairman, Vice
Chairman, President or Board of Directors of the Corporation, or
by any shareholder pursuant to the written request of the holders
of not less than one-tenth of all the shares entitled to vote at
the meeting.
Section 5. Notice of Meetings: Written or printed notice
stating the time, place, day and hour of the meeting 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 Chairman, Vice Chairman, President,
Secretary or other person 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 in the United States mail, addressed to the shareholder
at his address as it appears on the stock transfer books of the
Corporation, with postage thereon prepaid.
In the case of an annual or substitute annual meeting, the
notice of meeting need not specifically state the business to be
transacted thereat unless such a statement is expressly required
by the provisions of the North Carolina Business Corporation Act.
In the case of a special meeting, the notice of meeting shall
specifically state the purpose or purposes for which the meeting
is called.
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 adjournment, it is not necessary to give any notice
of the adjourned meeting other than by announcement at the
meeting at which the adjournment is taken.
Section 6. Voting Lists (Amended 10/16/90): After fixing a
record date for a meeting, the Corporation shall prepare an
alphabetical list of the names of all the shareholders who are
entitled to notice of the shareholders' meeting. The list shall
be arranged by voting group (and within each voting group by
class and series of shares) and show the address of and number of
shares held by each shareholder.
The shareholder list shall be available for inspection by any
shareholder, beginning two business days after notice of the
meeting is given for which the list was prepared and continuing
through the meeting, at the Corporation's principal office or at
a place identified in the meeting notice in the city where the
meeting will be held. A shareholder, or his agent or attorney,
is entitled to inspect and copy the list during regular business
hours and at this own expense, during the period it is available
for inspection.
The Corporation shall make the shareholders' list available at
the meeting, and any shareholder, his agent, or attorney is
entitled to inspect the list at any time during the meeting or
any adjournment thereof.
Section 7. Quorum: The holders of a majority of the
outstanding shares of the Corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at a
meeting of shareholders, except that at a substitute annual
meeting of shareholders the number of shares there represented
either in person or by proxy, even though less than a majority,
shall constitute a quorum for the purpose of such meeting.
The shareholders present at a duly organized meeting may
continue to do business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.
In the absence of a quorum at the opening of any meeting of
shareholders, such meeting may be adjourned from time to time by
a vote of the majority of the shares voting on the motion to
adjourn; and at any adjourned meeting at which a quorum is
present any business may be transacted which might have been
transacted at the original meeting.
Section 8. Proxies: Shares may be voted either in person or
by one or more agents authorized by a written proxy executed by
the shareholder or by his duly authorized attorney-in-fact. Such
proxy shall be filed with the Secretary of the Corporation before
or at the time of the meeting. A proxy is not valid after the
expiration of eleven (11) months from the date of its execution
unless the person executing it specifies therein the length of
time for which it is to continue in force, or limits its use to a
particular meeting, but no proxy shall be valid after ten (10)
years from the date of its execution.
Section 9. Voting of Shares: Each outstanding share having
voting rights shall be entitled to one vote on each matter
submitted to a vote at a meeting of shareholders.
Except in the election of directors as provided in Section 3
of Article III, 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 Charter or
Bylaws of this Corporation. Voting on all matters except the
election of directors shall be by voice vote or by a 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.
Shares of its own stock owned by the Corporation, directly or
indirectly, through a subsidiary corporation or otherwise, shall
not be voted and shall not be counted in determining the total
number of shares entitled to vote, except that shares held in a
fiduciary capacity may be voted and shall be counted to the
extent provided by law.
Section 10. Informal Action by Shareholders: Any action which
may be taken at a meeting of the shareholders may be taken
without a meeting if a consent in writing, setting forth the
action so taken, shall be signed by all of the persons who would
be entitled to vote upon such action at a meeting, and filed with
the Secretary of the Corporation to be kept as part of the
corporate records.
ARTICLE III
Directors
Section 1. General Powers: The business and affairs of the
Corporation shall be managed by the Board of Directors or by such
Executive Committees as the Board may establish pursuant to these
Bylaws.
Section 2. Number, Term and Qualifications (Amended
01/17/95): The number of directors constituting the Board of
Directors shall be not less than five (5) nor more than thirty
(30) as may be fixed or changed from time to time, within the
minimum and maximum, by the shareholders or by the Board of
Directors. Directors need not be residents of the State of North
Carolina or shareholders of the Corporation.
Section 3. Retirement (Amended 04/02/85): Each director
shall retire at the regularly scheduled meeting of shareholders
following his attainment of the age of 70 years. Should a
director's responsibilities be diminished from that business or
professional position occupied at the time of the election as
director, then the retirement provision would be the same as that
for reaching the age 70. The Board can annually exempt the
retirement provision by resolution at a regularly scheduled
director's meeting prior to the Annual Shareholder's Meeting.
Section 4. Election of Directors: Except as provided in
Section 6 of this Article, the directors shall be elected at the
annual meeting of the 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
secret ballot.
Section 5. Cumulative Voting: Every shareholder entitled to
vote at an election of directors shall have the right to vote the
number of shares standing of record in his name for as many
persons as there are directors to be elected and for whose
election he has a right to vote, or to cumulate his vote by
giving one candidate as many votes as the number of such
directors multiplied by the number of his shares shall equal, or
by distributing such votes on the same principle among any number
of such candidates. This right of cumulative voting shall not be
exercised unless some shareholder or proxy
holder announces in open meeting, before the voting for the
directors starts, his intention so to vote cumulatively; and if
such announcement is made, the Chairman shall declare that all
shares entitled to vote have the right to vote cumulatively and
thereupon shall grant a recess of not less than one (1) nor more
than four (4) hours, as he shall determine, or of such other
period of time as is unanimously then agreed upon.
Section 6. Removal: Any director may be removed from office
with or without cause by a vote of shareholders holding a
majority of the shares entitled to vote at an election of
directors. However, unless the entire Board of Directors is
removed, an individual director may be removed if the number of
shares voting against the removal would be sufficient to elect a
director if such shares were voted cumulatively at an annual
election. If any directors are so removed, new directors may be
elected at the same meeting.
Section 7. Vacancies (Amended 01/17/95): A vacancy occurring
in the Board of Directors, including without limitation a vacancy
resulting from an increase in the number of directors or from the
failure by the shareholders to elect the full authorized number
of directors, may be filled by the shareholders or by the Board
of Directors, whichever group shall act first. If the directors
remaining in office do not constitute a quorum, the directors may
fill the vacancy by the affirmative vote of a majority of the
remaining directors or by the sole remaining director.
Section 8. Chairman and Vice Chairman of the Board (Amended
04/02/91): There may be a Chairman of the Board of Directors,
and one or more Vice Chairmen of the Board of Directors, elected
by the Directors from their number at any meeting of the Board of
Directors. The Chairman shall preside at all meetings of the
Board of Directors and perform such other duties as may be
directed by the Board of Directors. The Vice Chairmen, in their
order of appointment, shall perform the duties of the Chairman in
the absence or inability of the Chairman to act. The Vice
Chairmen also shall perform such other duties as may be directed
by its Chairman and the Board of Directors.
Section 9. 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 of Directors.
ARTICLE IV
Executive Committee
Section 1. Appointment: The Board of Directors, by
resolution adopted by a majority of the Board of Directors, shall
annually appoint an Executive Committee, which shall be composed
of at least three (3) of its members, who shall serve until their
successors are appointed.
Section 2. Meetings: The Executive Committee shall meet at
such intervals as shall be established by the Committee, but not
less frequently than monthly. All regular meetings shall be held
at the principal office of the Corporation, unless the Committee
shall designate another location.
Section 3. General Powers: The Executive Committee, to the
extent authorized by law, is empowered to act for and on behalf
of the Board of Directors in any and all matters in the interim
between meetings of the Board of Directors. Within the powers
conferred upon it, action by the Committee shall be as binding
upon the Corporation as if done by the full Board of Directors
for review at its next meeting following such action.
ARTICLE V
Nominating Committee
The Board of Directors shall annually appoint a Nominating
Committee which will be responsible for selecting potential
candidates for directors and recommending candidates to the
entire Board of Directors. The Committee will meet at the
request of the President, but not less frequently than annually.
The Nominating Committee will include at least three (3)
directors.
ARTICLE VI
Audit Committee and Other Committees
Section 1. Audit Committee (Amended 04/16/96): The Board of
Directors shall annually appoint an Audit Committee from among
its members, none of whose voting members shall be salaried
officers of the Corporation, and whose number will include at
least three directors. The Audit Committee will meet at the
request of the Chairman of the Board or the President but not
less frequently than annually. The primary functions of the
Audit Committee are to provide additional assurance regarding the
integrity of the financial information used by the Board of
Directors and distributed to the public by the Corporation and to
oversee and monitor the activities of the Corporation's internal
and external processes.
Section 2. Other Committees: To the extent permitted by law,
the Board of Directors may appoint such other committees, either
standing or special, for such purposes and with such powers as
the Board of Directors may determine.
ARTICLE VII
Meetings of Directors
Section 1. Regular Meetings: A regular 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 North Carolina, for
the holding of additional regular meetings.
Section 2. Special Meetings: Special meetings of the Board
of Directors may be called by or at the request of the Chairman,
the President or any two directors. Such meetings may be held
either within or without the State of North Carolina.
Section 3. Notice of Meetings (Amended 10/16/90): Regular
meetings of the Board of Directors may be held without notice.
Special meetings of the Board of Directors shall be held upon
such notice sent by an usual means of communication not less than
twenty-four (24) hours before the meeting.
Section 4. Waiver of Notice: Any director may waive notice
of any meeting. The attendance by a director at a meeting shall
constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not
lawfully called or convened.
Section 5. Quorum: A majority of the Board of Directors
fixed by these Bylaws shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors.
Section 6. Manner of Acting: Except as otherwise provided in
the Bylaws, the act of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the
Board of Directors.
Section 7. Presumption of Assent: A director of the
Corporation who is present at a meeting of the Board of Directors
at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless his contrary
vote is recorded or his dissent is otherwise entered in the
minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as the Secretary of
the meeting before the adjournment thereof or shall forward such
dissent by registered mail to the Secretary of the Corporation
immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such
action.
Section 8. Informal Action by Directors: Action taken by a
majority of the directors without a meeting is nevertheless
action by the Board of Directors if written consent to the action
in question is signed by all the directors and filed with the
minutes of the proceedings of the Board of Directors, whether
done before or after the action so taken.
ARTICLE VIII
Officers
Section 1. Number (Amended 01/17/95): The officers of the
Corporation shall consist of a Chairman of the Board, Vice
Chairman, President, one or more Executive Vice Presidents, one
or more Senior Vice Presidents, one or more First Vice
Presidents, and other specifically designated Vice Presidents or
Assistant Vice Presidents as may be determined by the Board of
Directors, a Secretary and Assistant Secretaries, and a
Controller and Assistant Controllers and other titled officers as
may be deemed necessary or advisable by the Board of Directors,
each of which officers or assistant officers thereto shall have
such powers as may be delegated to them by the Board of Directors
and by these Bylaws. 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.
Section 2. Election and Term: The officers of the
Corporation shall be elected by the Board of Directors. Such
elections may be held at any regular or special meeting of the
Board of Directors. Each officer shall hold office until his
death, resignation, retirement, removal, disqualification, or his
successor is elected and qualified, each such officer serving at
the pleasure of the Board of Directors.
Section 3. Removal: Any officer or agent elected or
appointed by the Board of Directors may be removed by the Board
with or without cause; but such removal shall be without
prejudice to the contract rights, if any, of the person so
removed.
Section 4. Compensation: The compensation of all officers of
the Corporation shall be fixed by the Board of Directors or, as
delegated by the Board, by the Executive Committee.
Section 5. President: The President, subject to the control
of the Board of Directors, shall supervise and control the
management of the Corporation in accordance with these Bylaws.
He shall be a member of the Board of Directors.
Section 6. Additional Duties of President: The President,
subject to the control of the Board of Directors, shall sign,
with any other proper officer, certificates for shares of the
Corporation and any deeds, leases, mortgages, bonds, contracts,
or other instruments which may be lawfully 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 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. The President shall sign, either manually or by
facsimile signature, all certificates of stock and shall have the
power to make any and all transfers of the securities of the
Corporation.
Section 7. Duties of Executive Vice Presidents, Senior Vice
Presidents, First Vice Presidents and Vice Presidents (Amended
07/17/90): The duties of the Executive Vice Presidents, the
Senior Vice Presidents, First Vice Presidents and other Vice
Presidents shall be to perform the tasks assigned and exercise
the powers of the office given to them as directed by the
President and the Board of Directors.
Section 8. 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 law and by the Bylaws. He shall have general charge of the
Corporate 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, either manually or
by facsimile signature, and, in general, shall perform all duties
incident to the office of Secretary and such other duties as may
be assigned him from time to time by the President or by the
Board of Directors.
Section 9. Assistant Secretaries: In the absence of the
Secretary in the event of his death, inability or refusal to act,
the Assistant Secretaries in the order of their length of service
as Assistant Secretaries, unless otherwise determined by the
Board of Directors, shall perform the duties of the Secretary,
and when so acting shall have all the powers of and be subject to
all the restrictions upon the Secretary. They shall perform such
other duties as may be assigned to them by the Secretary, by the
President, or by the Board of Directors. Any Assistant Secretary
may sign, with the President or a Vice President certificates for
shares of the Corporation.
Section 10. Controller: The Controller 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 he shall cause a true statement of its 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, to be made and filed at
the registered or principal office of the Corporation within four
(4) months after the inspection by any shareholder for a period
of ten (10) years; and the Controller shall mail or otherwise
deliver a copy of the latest such statement to any shareholder
upon his written request therefor. The Controller, in general,
shall 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.
Section 11. Assistant Controllers: The Assistant Controllers
shall perform in the order of their length of services as
Assistant Controllers, in the absence or disability of the
Controller, the duties and exercise the powers of the Controller,
and they shall perform, in general, such other duties as shall be
assigned to them by the Controller or by the President or by the
Board of Directors.
Section 12. Duties of Other Officers: The duties of all
officers and employees not defined and enumerated in the Bylaws
shall be prescribed and fixed by the President and, in carrying
out the authority to do all other acts necessary to be done to
carry out the prescribed duties, unless otherwise ordered by the
Board of Directors, shall include but not be limited to the power
to sign, certify or endorse notes, certificates of indebtedness,
deeds, checks, drafts or other contracts for and on behalf of the
Corporation and/or affix the seal of the Corporation to such
documents as may require it.
Section 13. Bonds: The Board of Directors may by resolution
require any or all officers, agents and employees of the
Corporation to give bond to the Corporation, with sufficient
sureties, conditioned on the faithful performance of the duties
of their respective offices or positions, and to comply with such
other conditions as may from time to time be required by the
Board of Directors.
Section 14. Retirement: Normal retirement for officers and
employees of the Corporation shall be in accordance with the
Retirement Plan of the Corporation. Any exception will require
approval of the Board of Directors initially and on a continuing
annual basis.
ARTICLE IX
Contracts, Loans, Checks and Deposits
Section 1. Contracts: The Board of Directors may authorize
any officer or officers, agent or agents, to enter into any
contract, lease, or to execute and deliver any instrument on
behalf of the Corporation, and such authority may be general or
confined to specific instances. The Board of Directors may enter
into employment contracts for any length of time it deems wise.
Section 2. Loans: No loans shall be contracted on behalf of
the Corporation and no evidences of indebtedness shall be issued
in its name unless authorized by a resolution of the Board of
Directors. Such authority may be general or specific in nature
and scope.
Section 3. 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 from time to
time shall be determined by resolution of the Board of Directors.
Section 4. Deposits: All funds of the Corporation not
otherwise employed from time to time shall be deposited to the
credit of the Corporation in such depositories as the Board of
Directors shall direct.
ARTICLE X
Certificates for Shares and Their Transfer
Section 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. These
certificates shall be signed by the President or any Vice
President and the Secretary, an Assistant Secretary, Treasurer or
an Assistant Treasurer. 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 the date of
issue, shall be entered on the stock transfer books of the
Corporation.
Section 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.
Section 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 any dividend, or in
order to make a determination of shareholders for any other
proper purpose, the Board of Directors may provide that the stock
transfer books shall be closed for a stated period but not to
exceed, in any case, fifty (50) days. If the stock transfer
books shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders,
such books shall be closed for at least ten (10) days immediately
preceding such meeting.
In lieu of closing the stock transfer books, the Board of
Directors may fix in advance a date as the record date for any
such determination of shareholders, such record date in any case
to be not more than fifty (50) days and, in case of a meeting of
shareholders, not less than ten (10) days immediately preceding
the date on which the particular action, requiring such
determination of shareholders, is to be taken.
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.
When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this
section, such determination shall apply to any adjournment
thereof except where the determination has been made through the
closing of the stock transfer books and the stated period of
closing has expired.
Section 4. Lost Certificates: The Board of Directors may
authorize the issuance of a new share certificate in place of a
certificate claimed to have been lost or destroyed, upon receipt
of an affidavit to such fact from the person claiming the loss or
destruction. When authorizing such issuance of a new
certificate, the Board may require the claimant to give the
Corporation a bond in such sum as the Board may direct to
indemnify the Corporation against loss from any claim with
respect to the certificate claimed to have been lost or
destroyed; or the Board may, by resolution reciting the
circumstances justifying such action, authorize the issuance of
the new certificate without requiring such a bond.
Section 5. Holder of Record: The Corporation may treat as
absolute owner of shares the person in whose name the shares
stand of record on its books just as if that person had full
competency, capacity and authority to exercise all rights of
ownership irrespective of any knowledge or notice to the contrary
or any description indicating a representative, pledge or other
fiduciary relation or any reference to any other instrument or to
the rights of any other person appearing upon its record or upon
the share certificate, except that any person furnishing to the
Corporation proof of his appointment as a fiduciary shall be
treated as if he were a holder of record of its shares.
ARTICLE XI
General Provisions
Section 1. Dividends: The Board of Directors from time to
time may declare, and the Corporation may pay, the dividends on
its outstanding shares in the manner and upon the terms and
conditions provided by law and by its Charter.
Section 2. Seal: The corporate seal of the corporation shall
consists of two concentric circles between which is "chartered
1982 Durham, North Carolina" and in the center of which is the
name of the corporation; and such seal, in the form approved and
adopted by the Board of Directors, shall be the corporate seal of
the corporation.
Section 3. Share Certificates: The share certificates of
this corporation shall be in a form approved by the Board of
Directors and shall indicate thereon a reference to any and all
restrictive conditions of said shares.
Section 4. Waiver of Notice: Whenever any notice is required
to be given to any shareholder or director under the provisions
of the North Carolina Business Corporation Act or under the
provisions of the Charter of Bylaws of this Corporation, a waiver
thereof in writing signed by the person or persons entitled to
such notice, whether before or after the time stated therein,
shall be equivalent to the giving of such notice.
Section 5. Amendments (Amended 10/16/90): Except as
otherwise provided herein, these Bylaws may be amended or
repealed and new bylaws may be adopted by the affirmative vote of
a majority of the directors then holding office any regular or
special meeting of the Board of Directors.
Except as may be approved by the shareholders, the Board of
Directors shall have no power to adopt a bylaw: (1) providing for
the management of the Corporation otherwise than by the Board of
Directors or its Executive Committee; (2) increasing or
decreasing the number of directors; (3) classifying and
staggering the election of directors; or (4) requiring more than
a majority of the voting shares for a quorum at a meeting of the
shareholders or more than a majority of the votes cast to
constitute action by the shareholders, except where higher
percentages are required by law.
Section 6. Fiscal Year: The fiscal year of the Corporation
shall be fixed by the Board of Directors.
Section 7. Notification of Indemnification (Originally
Adopted 04/18/89): The Secretary of the Corporation, or his duly
authorized delegate, shall give written notice of any proposed
change or amendment to ARTICLE XI, Section 7 of the bylaws to
each and every director of this Corporation and of its subsidiary
and affiliated Corporations, and to each and every officer of
said Corporations who would be affected thereby. Such notice
shall be delivered by first class mail to the interested party at
his or address as disclosed in the records of the Corporation
with which he/she is affiliated. Such notice shall be delivered
at least fourteen (14) days prior to the date on which action
upon the proposed amendment is to be taken, and shall set forth
the substance of the amendment as proposed.
Section 8. Indemnification (Amended 01/17/95): Any person
who is or was serving as a member of the Board of Directors of
CCB Financial Corporation, or who is or was serving, at the
request of CCB Financial Corporation, as a member of the Board of
Directors of a subsidiary or affiliated corporation of CCB
Financial Corporation, shall be indemnified by CCB Financial
Corporation to the fullest extent from time to time permitted by
the law of North Carolina and/or any applicable federal law,
against liability including, but not limited to, judgments,
decrees, fines, penalties, excise taxes and amounts paid in
settlement actually and reasonably incurred by him/her, and
litigation expenses, including costs and reasonable attorney
fees, incurred by the Director arising out of his or her status
as a Director or out of his or her activities in that capacity.
Indemnification as provided in this Article shall, to the fullest
extent permitted by law, extend to and cover all such liability
and litigation expenses incurred by the Director in connection
with, or in consequence of, any threatened, pending, or completed
action, suit or other proceeding, whether civil or criminal,
administrative or investigative, formal or informal, and whether
or not brought by or on behalf of CCB Financial Corporation or
otherwise, to which the Director is made, or is threatened to be
made, a party by reason of the fact that he or she is or was a
Director of CCB Financial Corporation or is or was a Director of
a subsidiary or affiliated corporation serving at the request of
CCB Financial Corporation.
To the fullest extent permitted by law, expenses incurred by a
Director in defending any such action, suit, or proceeding shall
be paid by CCB Financial Corporation in advance of the final
disposition of such action, suit, or proceeding upon receipt by
the Corporation of an unsecured, written promise by the Director
or on the Director's behalf to repay any and all amounts so paid
by CCB Financial Corporation unless it shall ultimately be
determined that the Director is entitled to be indemnified by CCB
Financial Corporation against such expenses.
All officers of the Corporation shall have rights co-equal and
co-extensive to those provided for Directors herein.
PROVIDED, however, that no indemnification shall be permitted
for any Director or Officer included herein against liability or
litigation expenses which may be incurred by such Director or
Officer on account of any activities of such Director or Officer
on account of any activities of such Director or Officer known or
believed by the Director or Officer at the time taken to be
clearly in conflict with the best interest of CCB Financial
Corporation or any other corporation, partnership, joint
venture, trust or other enterprise which the Director or Officer
is or was serving or employed by at the request of CCB Financial
Corporation.
The Board of Directors is hereby authorized to take any and
all such action as may be necessary and appropriate to authorize
or in CCB Financial Corporation to carry out the purposes of this
Article including, but not limited to, authorizing the
Corporation to enter into indemnification agreements with
Directors and Officers included herein, or such other agreements
as may be necessary and appropriate to carry out the purposes of
this Article.
The rights provided for Directors and stated Officers herein
shall be in addition to and not exclusive of any other rights to
which they may be or become entitled under the General Statutes
of North Carolina, or under any other statutes, insurance
policies, or other agreements of any kind.
REPORT OF VOTE BY PROXY COMMITTEE
CCB FINANCIAL CORPORATION
1996 ANNUAL MEETING OF SHAREHOLDERS
I. We, the undersigned, have been duly appointed,
jointly and severally, to vote at the Annual Meeting of
the Shareholders of CCB Financial Corporation the shares
of common stock of CCB Financial Corporation standing in
the name of the shareholders of record at the close of
business on February 19, 1996 who have filed valid
appointments of proxy with the Secretary.
II. We, the undersigned, have been duly authorized,
jointly and severally, to vote the shares of common
stock of CCB Financial Corporation evidenced by valid
appointments of proxy filed with the Secretary
representing 11,964,735 shares of the total of
15,053,116 shares entitled to vote at such meeting, and
we do hereby vote the total shares so presented as
follows:
Proposal No. 1 - Election of Directors:
NOMINEE FOR WITHHELD
John M. Barnhardt 11,948,856 28,107
J. Harper Beall, III 11,948,856 28,107
James B. Brame, Jr. 11,948,856 28,107
Timothy B. Burnett 11,948,506 28,457
W. L. Burns, Jr. 11,948,856 28,107
Edward S. Holmes 11,948,856 28,107
David B. Jordan 11,884,334 92,629
Owen G. Kenan 11,948,720 28,243
Eugene J. McDonald 11,946,577 30,386
Bonnie McElveen-Hunter 11,943,402 33,562
Hamilton W. McKay, Jr. 11,948,013 28,950
George J. Morrow 11,945,951 31,013
Eric B. Munson 11,946,972 29,992
Ernest C. Roessler 11,948,756 28,207
Miles J. Smith, Jr. 11,808,148 168,816
Jimmy K. Stegall 11,947,536 29,427
H. Allen Tate, Jr. 11,930,658 46,305
James L. Williamson 11,947,297 29,667
Phail Wynn, Jr. 11,943,604 33,360
FOR AGAINST ABSTAIN
Proposal No. 2: 11,903,092 31,392 42,480
WITNESS our signatures this 16th day of April, 1996.
/s/ LEO P. PYLYPEC
Leo P. Pylypec
/s/ W. HAROLD PARKER, JR.
W. Harold Parker, Jr.
/s/ MANUEL L. ROJAS
Manuel L. Rojas
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 1996 AND FOR THE SIX-MONTHS
THEN ENDED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<CIK> 0000714612
<NAME> CCB FINANCIAL CORPORATION
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 214,260
<INT-BEARING-DEPOSITS> 3,760,049
<FED-FUNDS-SOLD> 198,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 890,440
<INVESTMENTS-CARRYING> 75,822
<INVESTMENTS-MARKET> 78,088
<LOANS> 3,499,741
<ALLOWANCE> 45,423
<TOTAL-ASSETS> 5,060,468
<DEPOSITS> 4,310,617
<SHORT-TERM> 144,939
<LIABILITIES-OTHER> 92,393
<LONG-TERM> 61,243
0
0
<COMMON> 75,258
<OTHER-SE> 376,016
<TOTAL-LIABILITIES-AND-EQUITY> 5,060,468
<INTEREST-LOAN> 156,730
<INTEREST-INVEST> 30,190
<INTEREST-OTHER> 7,643
<INTEREST-TOTAL> 194,563
<INTEREST-DEPOSIT> 83,945
<INTEREST-EXPENSE> 88,713
<INTEREST-INCOME-NET> 105,850
<LOAN-LOSSES> 5,150
<SECURITIES-GAINS> 11
<EXPENSE-OTHER> 74,867
<INCOME-PRETAX> 55,407
<INCOME-PRE-EXTRAORDINARY> 55,407
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 36,116
<EPS-PRIMARY> 2.40
<EPS-DILUTED> 2.40
<YIELD-ACTUAL> 4.55
<LOANS-NON> 11,980
<LOANS-PAST> 4,229
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 15,704
<ALLOWANCE-OPEN> 44,218
<CHARGE-OFFS> 2,421
<RECOVERIES> 476
<ALLOWANCE-CLOSE> 45,423
<ALLOWANCE-DOMESTIC> 45,423
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 6,677
</TABLE>
NEWS RELEASE
For Further
Information
Please Contact: W. Harold Parker, Jr. Phone: (919) 683-7631
FOR IMMEDIATE RELEASE July 15, 1996
CCB FINANCIAL CORPORATION REPORTS RECORD EARNINGS
Durham, North Carolina-----Income per share for the second quarter ended June
30, 1996 was $1.22, an increase of $.11 or 9.9% over the $1.11 per share in the
second quarter of 1995, excluding merger-related expense of the acquisition of
Security Capital Bancorp in the second quarter of 1995. Returns on assets and
equity were 1.48% and 16.69%, respectively, in the 1996 period, compared to
1.39% and 16.85%, in the 1995 period, excluding the merger-related expense.
For the six months ended June 30, 1996, income per share was $2.40, an increase
of $.30 or 14.3% over the $2.10 per share, excluding merger-related expense, in
the 1995 period. Returns on assets and equity were 1.46% and 16.54%,
respectively, in the 1996 period, compared to 1.34% and 16.47%, excluding
merger-related expense, in the 1995 period.
E. C. Roessler, President and CEO of CCB Financial Corporation, commented: "We
are pleased with our record performance for the second quarter. Our net
interest margin remained stable and we achieved further improvement in our
efficiency ratio."
Roessler further commented: "We have made further commitments to our new
telebanking and in-store delivery programs and continue to explore additional
alternative delivery methods for our customers. All indications point to 1996
being another record year for CCB Financial Corporation."
CCB Financial Corporation is the bank holding company for Central Carolina Bank
and Trust Company and Graham Savings Bank, Inc., SSB which in total operate 154
offices located primarily in the Piedmont section of North Carolina.
Nasdaq National Market Symbol: CCBF
<PAGE>
CCB FINANCIAL CORPORATION
Financial Summary (1)
Unaudited
(In Thousands Except Share and Per Share Data)
<TABLE>
<CAPTION>
Three Months Ended
Income Statement 6/30/96 3/31/96 12/31/95 9/30/95 6/30/95
<S> <C> <C> <C> <C> <C>
Loan and lease income (TE) $ 78,893 78,157 78,340 76,940 77,019
Securities income (TE) 16,430 17,245 16,563 16,618 17,058
Other interest income 4,145 3,629 5,665 5,054 3,724
Total interest income (TE) 99,468 99,031 100,568 98,612 97,801
Savings/NOW expense 2,135 2,378 2,576 2,589 2,913
Money market account expense 12,599 12,114 13,081 12,603 12,742
Jumbo CD expense 3,448 3,969 4,517 4,303 4,439
Consumer time deposit expense 23,499 23,803 23,929 23,972 22,599
Interest expense on deposits 41,681 42,264 44,103 43,467 42,693
Short-term borrowed funds expense 1,591 866 916 932 1,155
Long-term debt expense 1,064 1,247 1,444 1,485 1,538
Total interest expense 44,336 44,377 46,463 45,884 45,386
Net interest income (TE) 55,132 54,654 54,105 52,728 52,415
Provision for loan and lease 3,150 2,000 2,407 2,027 1,599
losses
Net interest income after
provision (TE) 51,982 52,654 51,698 50,701 50,816
Service charges on deposits 7,282 6,955 6,663 6,585 6,174
Other service charges and fees 1,104 1,105 1,066 1,037 844
Trust income 1,783 1,571 1,557 1,560 1,499
Brokerage and insurance
commissions 1,440 1,174 1,118 841 946
Merchant discount 1,414 1,283 1,205 1,199 1,153
Accretion of negative goodwill 839 839 839 839 839
Other 1,542 1,232 931 542 2,156
Investment securities gains 32 1,303 50 7 886
Investment securities losses (6) (1,318) (46) (12) (537)
Total other income 15,430 14,144 13,383 12,598 13,960
Personnel expense 19,841 20,412 20,259 19,366 19,795
Occupancy 2,835 2,933 2,392 2,760 2,643
Equipment 2,414 2,609 2,313 2,668 2,599
Foreclosed property expense 138 119 222 160 129
Deposit and other insurance 550 532 1,129 684 2,377
Amortization of intangible assets 909 985 1,131 1,132 1,048
Other 10,482 10,107 9,671 9,554 8,813
Merger-related expense (1) - - - - 10,333
Total other expenses 37,169 37,697 37,117 36,324 47,737
Income before income taxes (TE) 30,243 29,101 27,964 26,975 17,039
Tax equivalent adjustment 1,924 2,012 2,073 2,067 2,194
Income before income taxes 28,319 27,089 25,891 24,908 14,845
Income taxes 9,975 9,317 8,828 8,198 5,657
Net income $ 18,344 17,772 17,063 16,710 9,188
Per Share Data
Net income (1) $ 1.22 1.18 1.14 1.12 .62
Cash dividends .38 .38 .38 .38 .34
Book value 29.98 29.25 28.98 27.73 27.02
Tangible book value 27.95 26.92 26.57 25.23 24.44
Market value (2):
High 54.75 55.75 56.50 51.63 42.75
Low 49.75 49.25 48.50 41.75 38.00
Close 51.25 50.25 55.50 51.13 41.75
Page 1
</TABLE>
<PAGE>
CCB FINANCIAL CORPORATION
Financial Summary (1)
Unaudited
(In Thousands Except Share and Per Share Data)
<TABLE>
<CAPTION>
Three Months Ended
Ratios 6/30/96 3/31/96 12/31/95 9/30/95 6/30/95
<S> <C> <C> <C> <C> <C>
Income before merger-related
expense (1):
Return on average assets 1.48 % 1.45 1.37 1.37 1.39
Return on average equity 16.69 16.39 16.25 16.40 16.85
Net income:
Return on average assets 1.48 1.45 1.37 1.37 .77
Return on average equity 16.69 16.39 16.25 16.40 9.39
Net interest margin 4.69 4.71 4.64 4.63 4.69
Average equity to average assets 8.85 8.83 8.43 8.37 8.23
Operating Efficiency Ratios
As a percentage of average
assets (excluding merger-
related expense (1)):
Noninterest income 1.24 % 1.15 1.07 1.04 1.17
Personnel expense 1.60 1.66 1.63 1.59 1.67
Occupancy and equipment expense .42 .45 .38 .45 .44
Other operating expense .97 .96 .98 .95 1.04
Noninterest expense 2.99 3.07 2.99 2.99 3.15
Net overhead (noninterest
exp. - noninterest inc.) 1.75 % 1.92 1.92 1.95 1.98
Noninterest expense as a
percentage of net interest
income (TE) and other income 52.68 % 54.79 55.00 55.60 56.35
Average assets per employee
(in millions) $ 2.58 2.56 2.55 2.49 2.45
Average Balances
Assets $ 4,995,543 4,941,110 4,940,463 4,829,261 4,766,714
Loans and lease financing (all
domestic) 3,445,480 3,368,565 3,302,486 3,245,804 3,263,187
Investment securities:
Taxable (3) 881,947 924,628 890,235 868,321 884,813
Tax-exempt 75,260 76,302 78,498 79,149 80,331
Earning assets (3) 4,709,016 4,648,355 4,653,709 4,535,423 4,466,109
Deposits:
Demand deposits (noninterest-
bearing) 525,401 493,909 512,374 502,538 494,604
Savings/NOW accounts 515,680 512,338 506,055 486,870 484,405
Money market accounts 1,324,860 1,308,572 1,319,853 1,268,740 1,229,837
Jumbo CD's 249,415 277,631 292,896 269,533 280,833
Consumer time deposits 1,642,660 1,656,368 1,632,452 1,644,078 1,621,210
Total deposits 4,258,016 4,248,818 4,263,630 4,171,759 4,110,889
Short-term borrowed funds 133,302 77,490 79,033 74,833 83,720
Long-term debt 63,596 73,954 80,255 82,049 87,033
Interest-bearing liabilities 3,929,513 3,906,353 3,910,544 3,826,103 3,787,038
Shareholders' equity 442,055 436,145 416,531 404,179 392,491
Share Data
Common shares outstanding 15,051,625 15,059,409 14,960,716 14,951,952 14,899,625
Weighted average shares
outstanding 15,055,922 15,011,702 14,953,153 14,921,146 14,923,787
</TABLE>
Page 2
<PAGE>
CCB FINANCIAL CORPORATION
Financial Summary (1)
Unaudited
(In Thousands Except Share and Per Share Data)
<TABLE>
<CAPTION>
As Of Or For The Three Months Ended
Reserve For Loan Losses 6/30/96 3/31/96 12/31/95 9/30/95 6/30/95
<S> <C> <C> <C> <C> <C>
Beginning balance $ 44,218 43,578 42,979 42,726 42,431
Provision for loan and
lease losses 3,150 2,000 2,407 2,027 1,599
Recoveries 476 508 359 345 407
Charge-offs (2,421) (1,868) (2,167) (2,119) (1,711)
Ending balance $ 45,423 44,218 43,578 42,979 42,726
Non-Performing and Risk Assets
Nonperforming assets:
Beginning balance $ 15,529 12,083 13,038 12,584 13,069
Activity during the quarter:
Additions 2,114 4,712 1,986 1,727 1,464
Payments or sales (2,864) (1,217) (2,903) (972) (1,199)
Return to performing status - - - (279) -
Charge-offs or write-downs (246) (49) (38) (22) (750)
Net increase (decrease) (996) 3,446 (955) 454 (485)
Ending balance comprised of:
Nonaccrual loans and leases 11,980 13,283 9,616 10,103 9,690
Foreclosed real estate 2,553 2,246 2,467 2,935 2,894
Total nonperforming assets 14,533 15,529 12,083 13,038 12,584
Restructured loans and lease
financing - - - - -
Ninety days past due and accruing 4,229 2,768 4,120 2,516 2,605
Total risk assets $ 18,762 18,297 16,203 15,554 15,189
Asset Quality Ratios
Total risk assets to:
Total loans and foreclosed
real estate .54 % .54 .53 .48 .48
Total assets .37 .36 .35 .32 .31
Loan loss reserve to total
risk assets 2.42 x 2.42 2.69 2.76 2.81
Net charge-offs to average loans .23 % .16 .22 .22 .16
Loan loss reserve to total loans 1.30 1.30 1.30 1.32 1.34
Other Information
Number of banking offices 154 157 155 153 157
Number of employees 1,932 1,932 1,940 1,937 1,942
Number of ATM's 130 129 122 120 119
Intangible assets:
Goodwill $ 26,593 29,614 30,391 31,215 31,992
Deposit base premium 4,018 5,473 5,680 6,034 6,388
Mortgage servicing rights 2,208 1,554 916 964 1,018
Negative goodwill 23,916 24,755 25,594 26,433 27,272
Parent Company's investment
in subsidiaries 459,650 454,738 449,542 430,447 419,402
Cash dividends 5,718 5,721 5,684 5,679 6,358
</TABLE>
Page 3
<PAGE>
CCB FINANCIAL CORPORATION
Financial Summary (1)
Unaudited
(In Thousands Except Share and Per Share Data)
Six Months Ended June 30 Increase (Decrease)
Income Statement 1996 1995 Amount %
Loan and lease income (TE) $ 157,050 150,671 6,379 4.2
Securities income (TE) 33,675 35,375 (1,700) (4.8)
Other interest income 7,774 6,914 860 12.4
Total interest income (TE) 198,499 192,960 5,539 2.9
Savings/NOW expense 4,513 5,794 (1,281) (22.1)
Money market account expense 24,713 24,849 (136) (.5)
Jumbo CD expense 7,417 8,818 (1,401) (15.9)
Consumer time deposit expense 47,302 41,952 5,350 12.8
Interest expense on deposits 83,945 81,413 2,532 3.1
Short-term borrowed funds expense 2,457 2,573 (116) (4.5)
Long-term debt expense 2,311 3,071 (760) (24.7)
Total interest expense 88,713 87,057 1,656 1.9
Net interest income (TE) 109,786 105,903 3,883 3.7
Provision for loan and lease
losses 5,150 3,749 1,401 37.4
Net interest income
after provision (TE) 104,636 102,154 2,482 2.4
Service charges on deposits 14,237 12,352 1,885 15.3
Other service charges and fees 2,209 1,911 298 15.6
Trust income 3,354 3,227 127 3.9
Brokerage and insurance
commissions 2,614 1,843 771 41.8
Merchant discount 2,697 2,262 435 19.2
Accretion of negative goodwill 1,678 1,678 - N/A
Other 2,774 4,012 (1,238) (30.9)
Investment securities gains 1,335 886 449 50.7
Investment securities losses (1,324) (1,863) 539 28.9
Total other income 29,574 26,308 3,266 12.4
Personnel expense 40,253 39,673 580 1.5
Occupancy 5,768 5,578 190 3.4
Equipment 5,023 5,218 (195) (3.7)
Foreclosed property expense 257 861 (604) (70.2)
Deposit and other insurance 1,082 4,787 (3,705) (77.4)
Amortization of intangible assets 1,894 1,995 (101) (5.1)
Other 20,589 18,337 2,252 12.3
Merger-related expense (1) - 10,333 (10,333) (100.0)
Total other expenses 74,866 86,782 (11,916) (13.7)
Income before income taxes (TE) 59,344 41,680 17,664 42.4
Tax equivalent adjustment 3,936 4,486 (550) (12.3)
Income before income taxes 55,408 37,194 18,214 49.0
Income taxes 19,292 13,107 6,185 47.2
Net income $ 36,116 24,087 12,029 49.9
Per Share Data
Net income $ 2.40 1.61 .79 49.1
Cash dividends per share .76 .68 .08 11.8
Page 4
<PAGE>
CCB FINANCIAL CORPORATION
Financial Summary (1)
Unaudited
(In Thousands Except Share and Per Share Data)
Six Months Ended June 30
Ratios 1996 1995
Income before merger-
related expense (1):
Return on average assets 1.46 % 1.34
Return on average equity 16.54 16.47
Net income:
Return on average assets 1.46 1.03
Return on average equity 16.54 12.63
Net interest margin 4.71 4.78
Average equity to average assets 8.84 8.12
As Of June 30 YTD Averages
Balance Sheet Data 1996 1995 1996 1995
Assets $ 5,060,468 4,837,995 4,968,326 4,736,131
Loans and lease financing 3,499,741 3,197,549 3,407,023 3,228,707
Securities held to maturity:
Book value 75,822 77,763 76,031 82,804
Market value 78,088 81,302 - -
Securities available for sale (3) 890,440 848,446 903,037 919,658
Earning assets (3) 4,719,871 4,539,388 4,678,685 4,447,788
Deposits:
Demand deposits (noninterest-
bearing) 550,568 525,373 509,655 480,536
Savings/NOW accounts 520,246 490,499 514,009 487,532
Money market accounts 1,328,015 1,244,809 1,316,716 1,227,788
Jumbo CD's 265,860 261,588 263,523 288,898
Consumer time deposits 1,645,928 1,642,896 1,649,514 1,593,458
Total deposits 4,310,617 4,165,165 4,253,417 4,078,212
Short-term borrowed funds 144,939 94,364 105,396 95,309
Subordinated notes
(qualifying debt) 32,985 32,985 32,985 32,985
Other long-term debt 28,258 54,316 35,790 54,571
Interest-bearing liabilities 3,966,232 3,821,456 3,917,933 3,780,541
Shareholders' equity 451,274 402,621 439,100 384,439
Fair value adjustment included
in shareholders' equity 1,166 3,159 5,966 11,771
Six Months Ended
June 30
Share Data 1996 1995
Weighted average shares 15,033,812 14,960,977
outstanding
Reserve For Loan Losses
Beginning balance $ 43,578 41,046
Provision for loan and
lease losses 5,150 3,749
Recoveries 984 830
Charge-offs (4,289) (2,899)
Ending balance $ 45,423 42,726
Page 5
<PAGE>
CCB FINANCIAL CORPORATION
Financial Summary (1)
Unaudited
(In Thousands Except Share and Per Share Data)
Six Months Ended June 30
Operating Efficiency Ratios 1996 1995
As a percentage of average assets
(excluding merger-related
expense (1)):
Noninterest income 1.20 % 1.12
Personnel expense 1.63 1.69
Occupancy and equipment expense .43 .46
Other operating expense .96 1.11
Noninterest expense 3.02 3.26
Net overhead (noninterest
expense - noninterest income) 1.82 % 2.14
Noninterest expense as a
percentage of net interest
income (TE) and other income 53.72 % 57.82
Average assets per employee
(in millions) $ 2.56 2.39
As Of June 30
1996 1995
Risk-Adjusted Capital (Estimated)
On-balance sheet risk assets $ 3,409,057 3,270,055
Off-balance sheet risk assets 369,569 300,271
Total risk-adjusted assets 3,778,626 3,570,326
Tier I capital 419,329 360,353
Tier II capital 78,408 75,265
Total capital 497,737 435,618
Tier I capital ratio 11.10 % 10.20
Total capital ratio 13.17 12.33
Leverage capital ratio 8.44 7.62
(1) All amounts prior to June 30, 1995 are restated for CCB Financial
Corporation's May 19, 1995 merger with Security Capital Bancorp which was
accounted for as a pooling-of-interests. Merger-related expense incurred in the
second quarter of 1995 included severance and other employee benefit costs,
costs related to branch closures, systems conversion costs and other
restructuring and transaction related expenses. The after-tax effect of the
1995 merger-related expense was $7,304,000 or $.49 per share.
(2) Nasdaq National Market Symbol: CCBF
(3) Average balances exclude the mark-to-market adjustment for Statement of
Financial Accounting Standards No. 115.
Page 6
