UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
( X ) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the fiscal year ended December 31, 1996
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _______________
to _______________
Commission File Number: 0-12358
CCB FINANCIAL CORPORATION RETIREMENT SAVINGS PLAN
(Full title of the plan)
CCB FINANCIAL CORPORATION
(Exact name of issuer as specified in charter)
111 Corcoran Street, P. O. Box 931, Durham, NC 27702
(Address of principal executive offices)
Item 1. Financial Statements
Audited statements of net assets available for plan
benefits as of December 31, 1996 and 1995 and the related
audited statements of changes in net assets available for
plan benefits for each of the years then ended are filed
herein.
Item 2. Exhibits
The consent of the Plan's independent auditors to
incorporation by reference of the financial statements is
included as Exhibit 23.
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Financial Statements and Schedules
December 31, 1996 and 1995
(With Independent Auditors' Report Thereon)
INDEPENDENT AUDITORS' REPORT
The Retirement Committee
CCB Financial Corporation:
We have audited the accompanying statements of net assets
available for plan benefits of the CCB Financial Corporation
Retirement Savings Plan as of December 31, 1996 and 1995 and the
related statements of changes in net assets available for plan
benefits for the years then ended. These financial statements are
the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for plan benefits of the CCB Financial Corporation
Retirement Savings Plan at December 31, 1996 and 1995, and the
changes in net assets available for plan benefits for the years
then ended in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedules of assets held for investment purposes and reportable
transactions are presented for the purpose of additional analysis
and are not a required part of the basic financial statements but
are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The Fund
Information in the statements of net assets available for plan
benefits and the statements of changes in net assets available
for plan benefits is presented for additional analysis rather
than to present the net assets available for plan benefits and
changes in net assets available for plan benefits of each fund.
The supplemental schedules and Fund Information have been
subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, are fairly stated
in all material respects in relation to the basic financial
statements taken as a whole.
KPMG Peat Marwick LLP
May 2, 1997
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Statements of Net Assets Available for Plan Benefits With Fund Information
December 31, 1996 and 1995
<TABLE>
<CAPTION>
1996
Money CCBF
Bond Stock market Balanced stock
fund fund fund fund fund Total
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments:
Money market funds $ 68,586 107,240 3,022,479 177,992 63,818 3,440,115
Mutual funds:
111 Corcoran Bond Fund 3,763,363 - - 7,201,104 - 10,964,467
111 Corcoran Equity Fund - 5,109,491 - - - 5,109,491
Common stock of CCB
Financial Corporation ______-__ ______-__ ______-__ 9,015,586 20,607,815 29,623,401
Total investments 3,831,949 5,216,731 3,022,479 16,394,682 20,671,633 49,137,474
Accrued interest and
dividends receivable 21,189 122 13,627 97,367 131,989 264,294
Employee contributions
receivable 13,182 26,176 8,923 71,285 43,447 163,013
Employer contributions
receivable - - - - 884,308 884,308
Receivable from other
funds - - - - 173 173
Other receivables 3,836 13,921 4,258 10,676 139 32,830
Total assets 3,870,156 5,256,950 3,049,287 16,574,010 21,731,689 50,482,092
Liabilities:
Prepaid contributions - 25 - 8,193 5,692 13,910
Payable to other funds 104 52 17 - - 173
Other payables - - - - 524 524
Total liabilities 104 77 17 8,193 6,216 14,607
Net assets available
for plan benefits $3,870,052 5,256,873 3,049,270 16,565,817 21,725,473 50,467,485
</TABLE>
See accompanying notes to financial statements.
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Statements of Net Assets Available for Plan Benefits With Fund Information,
Continued
December 31, 1996 and 1995
<TABLE>
<CAPTION>
1995
Money CCBF
Bond Stock market Balanced stock
fund fund fund fund fund Total
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments:
Money market funds $ 44,257 30,543 3,339,538 876,851 242,149 4,533,338
Mutual funds:
111 Corcoran Bond Fund 3,736,813 - - 5,560,444 - 9,297,257
111 Corcoran Equity Fund - 3,982,766 - - - 3,982,766
Common stock of CCB
Financial Corporation - - - 6,986,923 14,814,615 21,801,538
Total investments 3,781,070 4,013,309 3,339,538 13,424,218 15,056,764 39,614,899
Accrued interest and
dividends receivable 20,402 119 15,991 77,694 103,057 217,263
Employee contributions
receivable 31,592 40,270 24,392 131,390 65,798 293,442
Employer contributions
receivable - - - - 1,030,986 1,030,986
Receivable from other
funds - - 13,275 - 10,013 23,288
Total assets 3,833,064 4,053,698 3,393,196 13,633,302 16,266,618 41,179,878
Liabilities:
Prepaid contributions 203 203 15 15,957 25,138 41,516
Payable to other funds - - - 10,013 13,275 23,288
Other payables 1,993 3,255 2,282 8,954 12,938 29,422
Total liabilities 2,196 3,458 2,297 34,924 51,351 94,226
Net assets available
for plan benefits $3,830,868 4,050,240 3,390,899 13,598,378 16,215,267 41,085,652
</TABLE>
See accompanying notes to financial statements.
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Statements of Changes in Net Assets Available for Plan Benefits With Fund
Information
December 31, 1996 and 1995
<TABLE>
<CAPTION>
1996
Money CCBF
Bond Stock market Balanced stock
fund fund fund fund fund Total
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Investment income:
Net appreciation
(depreciation) in
fair value of
investments $(105,597) 912,735 2,133 1,552,495 3,999,306 6,361,072
Interest 1,800 4,109 162,564 11,208 9,290 188,971
Dividends 248,163 54,663 - 647,378 474,266 1,424,470
Contributions:
Employer, net of
forfeitures - - - 1,157,307 842,696 2,000,003
Employees 390,561 622,335 269,846 630,383 1,013,172 2,926,297
Funds transferred (103,264) 67,080 (463,655) 62,351 437,488 -
Total additions
(deductions) 431,663 1,660,922 (29,112) 4,061,122 6,776,218 12,900,813
Deductions from net
assets attributed to:
Plan benefits paid (392,479) (454,289) (312,517) (1,093,683)(1,266,012) (3,518,980)
Net increase
(decrease) in
net assets 39,184 1,206,633 (341,629) 2,967,439 5,510,206 9,381,833
Net assets available
for plan benefits:
Beginning of year 3,830,868 4,050,240 3,390,899 13,598,378 16,215,267 41,085,652
End of year $3,870,052 5,256,873 3,049,270 16,565,817 21,725,473 50,467,485
</TABLE>
See accompanying notes to financial statements.
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Statements of Changes in Net Assets Available for Plan Benefits With Fund
Information, continued
December 31, 1996 and 1995
<TABLE>
<CAPTION>
1995
Money CCBF
Bond Stock market Balanced stock
fund fund fund fund fund Total
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Investment income:
Net appreciation
in fair value
of investments $ 331,318 694,980 - 3,114,120 5,082,081 9,222,499
Interest 9,267 6,186 169,320 29,301 11,609 225,683
Dividends 219,497 43,098 - 532,836 341,278 1,136,709
Contributions:
Employer, net of
forfeitures - - - 964,204 978,638 1,942,842
Employees 393,293 512,176 338,938 570,625 709,096 2,524,128
Security Capital
plan merger 1,245,320 688,227 1,317,500 1,231,640 1,614,264 6,096,951
Funds transferred (748,243) (323,340) (112,778) (227,826) 1,412,187 -
Total additions 1,450,452 1,621,327 1,712,980 6,214,900 10,149,153 21,148,812
Deductions from net
assets attributed to:
Plan benefits paid (424,813) (260,224) (593,668) (868,829)(1,111,771) (3,259,305)
Net increase in
net assets 1,025,639 1,361,103 1,119,312 5,346,071 9,037,382 17,889,507
Net assets available
for plan benefits:
Beginning of year 2,805,229 2,689,137 2,271,587 8,252,307 7,177,885 23,196,145
End of year $EE3,830,868 4,050,240 3,390,899 13,598,378 16,215,267 41,085,652
</TABLE>
See accompanying notes to financial statements.
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1996 and 1995
(1) Description of The Plan
The CCB Financial Corporation Retirement Savings Plan (the
"Plan") is a defined contribution plan sponsored by CCB
Financial Corporation and subsidiaries ("CCBF") for its
employees. The Plan was established effective April 1, 1983 for
the purpose of promoting the future economic welfare of CCBF's
employees. It is subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA").
Effective July 1, 1995, Security Capital Bancorp's Employees'
Incentive Profit Sharing and Savings Plan merged into the Plan.
The fair value of the assets transferred into the Plan was
$6,096,951 on the date of merger.
(2) Summary of Significant Accounting Policies
(a) Basis of Presentation
The accompanying financial statements have been prepared on an
accrual basis and present the net assets available for plan
benefits and the changes in those net assets.
(b) Investment Valuation and Income Recognition
Investments in common trust and mutual funds are valued at fair
value based on quoted market prices of the underlying fund
securities. The investment in CCBF common stock is stated at
fair value based on quoted market values.
Securities transactions are recorded on the trade date (the date
the order to buy or sell is executed). Dividend income is
recorded on the ex-dividend date. Interest income is recorded
on the accrual basis.
(c) Payment of Benefits
Benefits are recorded when paid.
(d) Financial Statements
The preparation of financial statements in conformity with
generally accepted accounting principles requires the Plan
administrator to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of additions to and
deductions from net assets during the reporting period. Actual
results could differ from those estimates.
(3) Participation in the Plan
Participation in the Plan is based on a voluntary election by
each employee. Under terms of the Plan, employees are eligible
to participate in the Plan at age 21 upon completion of one year
of continuous employment in which they provide at least 1,000
hours of service.
(4) Contributions
Basic contributions to the Plan are made through payroll
deductions by employees in amounts equal to whole percentages,
from 1% to 17%, of their compensation. CCBF currently matches
these contributions at a rate of 50%, not to exceed 6% of
compensation. This rate may be increased or decreased by the
Board of Directors. Participant contributions were limited to
$9,500 per employee in 1996 and 1995.
In addition, the Board of Directors may grant profit sharing
contributions to the Plan. Such contributions were made in 1996
and 1995 totaling $842,696 and $978,638, respectively. These
contributions are invested in the CCBF Stock Fund. Profit
sharing contributions are allocated proportionately among
employees who have met the eligibility requirements for
participation in the Plan (whether or not they have agreed to
make tax deferred contributions to the Plan) based on employees'
compensation.
(5) Vesting and Forfeitures
Participants are fully vested in their employee contributions
and the related investment earnings. Participants become vested
in their employer contributions in increasing percentages as
years of service increase and become fully vested after six
years of service. Immediate vesting occurs upon reaching normal
retirement age under the Plan, election of early retirement
under CCBF's retirement plan, or upon death or disability.
Although it has not expressed an intent to do so, CCBF has the
right to discontinue its contributions at any time and to
terminate the Plan. In the event of plan termination,
participants will become 100 percent vested in their accounts.
Upon termination of service to CCBF, any unvested portion of a
participant's account is forfeited. Forfeitures are used to
reduce subsequent contributions by CCBF.
(6) Investment Election
The Plan includes five different types of investment funds: the
Bond Fund, the Stock Fund, the Money Market Fund, the Balanced
Fund and the CCBF Stock Fund. These funds contain investments
in bonds, common and preferred stocks, and money market funds.
Participants may elect to direct their contributions to any
combination of the funds. Changes to future contributions can
be made effective the first day of any month. Transfers of
existing account balances can be made effective each calendar
quarter.
(7) Withdrawals and Distributions
The Plan allows hardship withdrawals of a participant's tax-
deferred, voluntary contributions, rollover contributions and
the vested portion of employer contributions to be made to meet
unusual and special situations in the participant's financial
affairs. Upon termination of employment, a participant may
receive a lump sum distribution or may elect to leave the entire
balance, if greater than $3,500, in the Plan until age 65, or
age 55 if at least five years of service have been completed.
(8) Determination of Participants' Account Balances
Participants' account balances are determined quarterly as
follows:
(a) Employee contributions are added to the participants'
accounts for each type of investment fund. The matching
employer contributions are added to the Balanced Fund
portion of the participants' accounts. Profit sharing
contributions are added to the CCBF Stock Fund.
(b) Participants' accounts are reduced by the amount of w
ithdrawals made.
(c) Earnings from each investment fund are allocated within
that fund based upon the ratio that each participant's
adjusted account balance, as defined in the Plan, bears to
the total of all participants' adjusted account balances.
(9) Investments
During 1996 and 1995, the Plan's investments (including
investments bought and sold, as well as held during the year)
appreciated (depreciated) in value as follows:
1996 1995
Common stock of CCB Financial
Corporation $ 5,715,764 7,608,436
Central Carolina Bank and
Trust Company 111 Corcoran
Bond Fund (264,658) 837,039
Central Carolina Bank and
Trust Company 111 Corcoran
Equity Fund 909,966 694,980
MFS Series Trust V - 82,044
$ 6,361,072 9,222,499
(9) Investments, Continued
Investments exceeding five percent of Plan assets at December
31, 1996 and 1995 are as follows:
1996 1995
Units, Units,
shares or Fair shares or Fair
par value value par value value
Goldman Sachs ILA Class
B Money Market
Mutual Fund 3,440,115 $ 3,440,115 4,533,338 $ 4,533,338
Common stock of CCB
Financial Corporation 434,043 29,623,401 392,821 21,801,538
Central Carolina Bank and
Trust Company Mutual Fund
111 Corcoran Bond Fund 1,096,447 10,964,467 904,402 9,297,257
Central Carolina Bank and
Trust Company Mutual Fund
111 Corcoran Equity Fund 339,953 5,109,491 314,843 3,982,766
The MFS Series Trust V is a stock based mutual fund investment
which was transferred from the Security Capital Bancorp's
Employees' Incentive Profit Sharing and Savings Plan. The
entire investment was sold prior to December 31, 1995.
(10) Federal Income Taxes
The Internal Revenue Service has determined and informed CCBF by
letter dated MayE5, 1993 that the Plan, in form, is qualified
and the trust established under the Plan is tax-exempt under the
appropriate sections of the Internal Revenue Code ("IRC"). The
Plan has been amended since receiving the determination letter.
However, the Plan Administrator believes that the Plan is
designed and is operating in compliance with applicable
requirements of the IRC.
(11) Related Party Transactions
The Plan's investments are held by the Trust Department of
Central Carolina Bank and Trust Company ("the Bank"), a wholly-
owned subsidiary of CCBF.
The Plan purchased 51,721 and 88,368 shares of common stock of
CCBF at a cost of $2,688,093 and $3,761,597 in 1996 and 1995
respectively. 4,968 shares and 22,925 shares of CCBF common
stock were sold by the Plan in 1996 and 1995 respectively for
$583,558 and $1,399,390, respectively. The Plan also earned
cash dividends on its CCBF shares of $678,424 and $552,148 in
1996 and 1995, respectively. Also, there were 37,197 shares
with a value of $1,552,975 received from the merger with
Security Capital BancorpOs Employees Incentive Profit Sharing
and Savings Plan in 1995 (see note 1).
(11) Related Party Transactions, Continued
The Plan purchased 213,325 and 233,410 units of 111 Corcoran
Bond Fund, a mutual fund of the Bank, at a cost of $2,142,000
and $2,321,063 during 1996 and 1995, respectively. The Plan
sold 21,279 and 72,176 units of 111 Corcoran Bond Fund resulting
in proceeds of $208,952 and $720,286 during 1996 and 1995,
respectively.
The Plan purchased 30,350 and 80,541 units of 111 Corcoran
Equity Fund, a mutual fund of the Bank at a cost of $911,270 and
$965,635 during 1996 and 1995, respectively. The Plan sold
5,241 units and 22,612 units of 111 Corcoran Equity Fund
resulting in proceeds of $127,133 and $277,814 during 1996 and
1995, respectively.
The Plan has a depository relationship with the Bank.
Administrative expenses of the Plan are paid by CCBF.
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1996
Par value,
shares or Identity of party and Current
units description of assets Cost value
434,043 *CCB Financial Corporation,
common stock $14,465,617 29,623,401
1,096,447 *Central Carolina Bank and
Trust Company
111 Corcoran Bond Fund 10,890,311 10,964,467
339,953 *Central Carolina Bank and
Trust Company
111 Corcoran Equity Fund 3,611,590 5,109,491
3,440,115 Goldman Sachs ILA Class B
Money Market mutual Fund 3,440,115 3,440,115
Total $32,407,633 49,137,474
*Denotes Party-In-Interest
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Item 27d - Schedule of Reportable Transactions (1)
Year ended December 31, 1996
Aggregate
selling Aggregate
Aggregate price or cost of
purchase maturity assets Net
Identity of party and price proceeds sold realized
description of asset (2) (2) (2) gain (loss)
CCB Financial
Corporation, common
stock $ 2,688,093 583,558 455,919 127,639
Goldman Sachs ILA
Class B Money
Market Mutual Fund 7,725,340 8,818,563 8,818,563 -
Central Carolina Bank
and Trust - 111
Corcoran Bond Fund 2,142,000 208,952 215,367 (6,415)
(1) This schedule presents transactions in any security where the
aggregate of such transactions in that security exceeds five
percent of Plan assets at the beginning of the Plan year.
(2) All purchase and sales prices represent market value of the
security on the transaction date, adjusted for brokerage
commissions, if any.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the
employee benefit plan) have duly caused this annual report
to be signed on its behalf by the undersigned hereunto duly
authorized, in the City of Durham, State of North Carolina,
on June 26, 1997.
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
(The Plan)
By: ADMINISTRATIVE COMMITTEE,
CCB Financial Corporation
Retirement Savings Plan
(Plan Administrator)
By: J. KENT FAWCETT
J. Kent Fawcett
Senior Vice President
CCB Financial
Corporation
By: CENTRAL CAROLINA BANK AND
TRUST COMPANY, Trustee
By: NANCY F. MARIATEGUI
Nancy F. Mariategui
Vice President
Central Carolina Bank
and Trust Company
Exhibit 23
Independent Auditors' Consent
The Board of Directors
CCB Financial Corporation
We consent to incorporation by reference in the Registration
Statements (No. 33-51657 and No. 333-20457) on Form S-8 of
CCB Financial Corporation of our report dated May 2, 1997,
relating to the statements of net assets available for plan
benefits of the CCB Financial Corporation Retirement Savings
Plan as of December 31, 1996 and 1995, and the related
statements of changes in net assets available for plan
benefits for the years then ended, which report appears in
the December 31, 1996 annual report on Form 11-K of the CCB
Financial Corporation Retirement Savings Plan.
/s/ KPMG Peat Marwick LLP
Raleigh, North Carolina
June 27, 1997
<PAGE>
