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 (FEE REQUIRED)
For the fiscal year ended December 31, 1993
( ) 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, 1993 and 1992 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
A consent of the Plan's independent auditors is included as
Exhibit 23.
ITEM 1. Financial Statements
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Financial Statements and Schedules
December 31, 1993 and 1992
(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, 1993 and 1992 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, 1993 and 1992, 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
supplemental schedules have been subjected to the auditing
procedures applied in the audits of the basic financial
statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.
/S/ KPMG PEAT MARWICK
March 21, 1994
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 1993 and 1992
1993
Money CCBF
Bond Stock market Balanced stock
fund fund fund fund fund Total
Assets:
Investments (notes 9 and 12):
Central Carolina Bank and
Trust Company Common
Trust Fund A - Employee
Benefits Fixed Income $3,670,434 - - 2,879,028 - 6,549,462
Central Carolina Bank and
Trust Company Common
Trust Fund A - Employee
Benefits Equities - 3,364,480 - - - 3,364,480
Deposit administration
contract, at contract
value (note 10) - - 3,243,787 - - 3,243,787
Mutual fund -
111 Corcoran Fund 345,904 - - 73,412 - 419,316
Money market funds 56,500 57,000 33,500 97,475 19,700 264,175
Common stock of CCB
Financial Corporation - - - 2,597,972 3,811,015 6,408,987
Total investments 4,072,838 3,421,480 3,277,287 5,647,887 3,830,715 20,250,207
Accrued interest and
dividends receivable 1,820 82 13,107 25,549 37,747 78,305
Cash on deposit at Central
Carolina Bank and Trust
Company 27,006 29,594 16,569 32,127 1,515 106,811
Employer contributions
receivable - - - 1,086 574,728 575,814
Total assets 4,101,664 3,451,156 3,306,963 5,706,649 4,444,705 21,011,137
Liabilities:
Prepaid contributions 5 8 17 1,599 12,867 14,496
Other 1,545 - 40 - 1 1,586
Total liabilities 1,550 8 57 1,599 12,868 16,082
Net assets available for
plan benefits $4,100,114 3,451,148 3,306,906 5,705,050 4,431,837 20,995,055
1992
Money
Bond Stock market Balanced
fund fund fund fund Total
Assets:
Investments (notes 9 and 12):
Central Carolina Bank and
Trust Company Common
Trust Fund A - Employee
Benefits Fixed Income $3,236,967 - - 2,514,987 5,751,954
Central Carolina Bank and
Trust Company Common
Trust Fund A - Employee
Benefits Equities - 2,196,875 - - 2,196,875
Deposit administration
contract, at contract
value (note 10) - - 3,129,409 - 3,129,409
Mutual fund -
111 Corcoran Fund - - - - -
Money market funds 40,600 91,500 340,500 104,100 576,700
Common stock of CCB
Financial Corporation - - - 2,735,911 2,735,911
Total investments 3,277,567 2,288,375 3,469,909 5,354,998 14,390,849
Accrued interest and
dividends receivable 102 237 16,316 23,308 39,963
Cash on deposit at Central
Carolina Bank and Trust
Company 19,013 15,937 18,090 22,974 76,014
Employer contributions
receivable - - - - -
Total assets 3,296,682 2,304,549 3,504,315 5,401,280 14,506,826
Liabilities:
Prepaid contributions 19 9 10 12,050 12,088
Other - - - - -
Total liabilities 19 9 10 12,050 12,088
Net assets available for
plan benefits $3,296,663 2,304,540 3,504,305 5,389,230 14,494,738
See accompanying notes to financial statements.
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Statements of Changes in Net Assets Available for Plan Benefits
December 31, 1993 and 1992
1993
Money CCBF
Bond Stock market Balanced stock
fund fund fund fund fund Total
Additions to net assets
attributed to:
Investment income:
Net appreciation
(depreciation)
in fair value of
investments (note 9) $304,399 134,800 - 50,991 (463,869) 26,321
Interest (note 12) 3,483 4,845 154,651 3,328 899 167,206
Dividends (note 12) 3,618 - - 96,486 37,663 137,767
311,500 139,645 154,651 150,805 (425,307) 331,294
Contributions (note 4):
Employer, net of
forfeitures - - - 706,467 561,757 1,268,224
Employees 824,103 886,638 522,297 - - 2,233,038
824,103 886,638 522,297 706,467 561,757 3,501,262
ESOP plan merger (note 13) - - - - 4,438,879 4,438,879
Funds transferred 157,446 381,514 (538,960) - - -
Total additions 1,293,049 1,407,797 137,988 857,272 4,575,329 8,271,435
Deductions from net assets
attributed to:
Plan benefits paid (489,598) (261,189) (335,387) (541,452) (143,492) (1,771,118)
Net increase (decrease) 803,451 1,146,608 (197,399) 315,820 4,431,837 6,500,317
Net assets available for
plan benefits:
Beginning of year 3,296,663 2,304,540 3,504,305 5,389,230 - 14,494,738
End of year $4,100,114 3,451,148 3,306,906 5,705,050 4,431,837 20,995,055
1992
Money
Bond Stock market Balanced
fund fund fund fund Total
Additions to net assets
attributed to:
Investment income:
Net appreciation
(depreciation)
in fair value of
investments (note 9) 246,256 189,335 - 724,470 1,160,061
Interest (note 12) 3,538 3,002 189,209 4,485 200,234
Dividends (note 12) - - - 85,245 85,245
249,794 192,337 189,209 814,200 1,445,540
Contributions (note 4):
Employer, net of
forfeitures - - - 590,682 590,682
Employees 495,009 397,078 520,817 - 1,412,904
495,009 397,078 520,817 590,682 2,003,586
ESOP plan merger (note 13) - - - - -
Funds transferred 160,408 209,823 (370,231) - -
Total additions 905,211 799,238 339,795 1,404,882 3,449,126
Deductions from net assets
attributed to:
Plan benefits paid (511,340) (148,234) (346,396) (400,918) (1,406,888)
Net increase (decrease) 393,871 651,004 (6,601) 1,003,964 2,042,238
Net assets available for
plan benefits:
Beginning of year 2,902,792 1,653,536 3,510,906 4,385,266 12,452,500
End of year 3,296,663 2,304,540 3,504,305 5,389,230 14,494,738
See accompanying notes to financial statements.
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1993 and 1992
(1)Description of The Plan
The Retirement Savings Plan (the "Plan") is a defined
contribution plan sponsored by CCB Financial Corporation and
subsidiaries ("CCB") for its employees. The Plan was
established effective April 1, 1983 for the purpose of
promoting the future economic welfare of CCB's employees. It is
subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA").
(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)Investments in Securities
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 CCB common stock is stated at fair value
based on quoted market values.
The Plan has a deposit administration contract with Peoples
Security Life Insurance Company ("Peoples Security") which is
valued at contract value which approximates market value.
Contract value represents contributions made under the
contract, plus interest at the contract rate, less funds
used to purchase annuities. Funds under the contract that
have been used to purchase annuities are excluded from Plan
assets as Peoples Security is obligated to pay the related plan
benefits. See note 10.
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.
(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.
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1993 and 1992
(4)Contributions
Basic contributions to the Plan are made through payroll
deductions by employees in amounts equal to whole percentages,
from 1% to 6%, of their compensation. CCB currently matches
these contributions at a rate of 50%. This rate may be
increased or decreased by the Board of Directors. Employees may
elect to contribute additional amounts in multiples of 1% of
their compensation; however, these additional contributions are
not matched by CCB. Participant contributions were limited to
$8,994 and $8,728 per employee in 1993 and 1992, respectively.
In addition, the Board of Directors may grant profit sharing
contributions to the Plan. Such a contribution was made in
1993 totaling $574,639. These contributions are invested in
the CCBF Stock Fund.
(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 CCB's retirement plan, or upon death or disability.
Although it has not expressed an intent to do so, CCB 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 CCB, any unvested portion of a
participant's account is forfeited. Forfeitures are used to
reduce subsequent contributions by CCB.
(6)Investment Election
The Plan is comprised of 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,
money market funds, and deposit administration contracts.
Participants may elect to direct their contributions to any
combination of the first three funds and may change their
investment elections semiannually. Matching employer
contributions are invested in the Balanced Fund.
(7)Withdrawals
At the discretion of the Plan administrator, special
withdrawals of a participant's tax-deferred contributions and
the vested portion of employer contributions may be made to
meet unusual and special situations in the participant's
financial affairs. These withdrawals will not be granted unless
the participant withdraws the entire amount of his own
contributions. Upon retirement, a participant must receive a
lump sum distribution.
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1993 and 1992
(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 employer
contributions are added to the Balanced Fund portion of
the participants' accounts.
(b) Participants' accounts are reduced by the amount of
withdrawals 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 1993 and 1992, the Plan's investments (including
investments bought and sold, as well as held during the year)
appreciated (depreciated) in value as follows:
1993 1992
Central Carolina Bank and Trust Company
Common Trust Fund A - Employee Benefits
Fixed Income $304,399 436,346
Central Carolina Bank and Trust Company
Common Trust Fund A - Employee Benefits
Equities 134,800 189,335
Common stock of CCB Financial Corporation (412,878) 534,380
$26,321 1,160,061
Investments exceeding five percent of Plan assets at December
31, 1993 and 1992 are as follows:
1993 1992
Units, Units,
shares or Fair shares or Fair
par value value par value value
Central Carolina Bank and
Trust Company Common
Trust Fund A - Employee
Benefits Fixed Income 547,092 $6,549,462 525,251 $5,751,954
Common stock of CCB
Financial Corporation 192,752 6,408,987 76,797 2,735,911
Central Carolina Bank &
Trust Company Common
Trust Fund A - Employee
Benefits Equities 34,852 3,364,480 23,822 2,196,875
Deposit Administration
Contract 3,243,787 3,243,787 3,129,409 3,129,409
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1993 and 1992
(10) Deposit Administration Contract
During 1983, the Plan entered into a Deposit Administration
Contract with Peoples Security. Net deposits (withdrawals) made
by the Plan into (from) this contract totaled $114,378 in 1993
and $(195,810) in 1992. Peoples Security maintains the
contributions in an unallocated fund to which it adds interest
at a rate determined by the estimated yield on new issue long-
term A-rated utility bonds less 1.75% (minimum 4%). Interest is
capitalized daily to the principal amount outstanding. In
addition to the guaranteed interest, the Plan may receive
additional interest.
(11) Federal Income Taxes
The Internal Revenue Service has determined and informed the
Company by letter dated May 5, 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. The Plan Administrator believes that the Plan is
operating in accordance with its provisions and remains
qualified. The Internal Revenue Service also determined and
informed the Company by letter dated August 18, 1993 that the
Employee Stock Ownership Plan (see note 13) was qualified and
tax-exempt under appropriate sections of the Internal Revenue
Code.
(12) 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 CCB, except for the Deposit Administration
Contract.
The Plan purchased 1,337 shares of common stock of CCB at a
cost of $49,135 in 1993. 1,200 shares of CCB common stock were
sold by the Plan in 1993 for $44,700. The Plan also earned
cash dividends on its CCB shares of $133,319 and $85,245 in
1993 and 1992, respectively.
The Plan purchased 26,237 and 43,888 units in Central Carolina
Bank and Trust Company Common Trust Fund A - Employee Benefits
Fixed Income at a cost of $299,962 and $449,959 in 1993 and
1992, respectively. The Plan sold 4,396 and 11,308 units in
Central Carolina Bank and Trust Company Common Trust Fund A -
Employee Benefits Fixed Income resulting in proceeds of $47,966
and $25,222 during 1993 and 1992, respectively. The investment
in this trust fund appreciated by $545,512 and $436,346 in 1993
and 1992, respectively.
The Plan purchased 11,030 and 4,793 units in Central Carolina
Bank and Trust Company Common Trust Fund A - Employee Benefits
Equities at a cost of $1,032,805 and $409,816 in 1993 and 1992,
respectively. The investment in this trust fund appreciated by
$134,800 and $189,335 in 1993 and 1992, respectively.
The Plan purchased 40,761 units of 111 Corcoran Fund, a mutual
fund of the Bank, at a cost of $424,400 during 1993. The
investment in this mutual fund depreciated by $5,085 in 1993.
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1993 and 1992
(12) Related Party Transactions, Continued
At December 31, 1993, the Plan was due to receive a profit-
sharing contribution from CCB of $574,639.
The Plan has a depository relationship with the Bank.
Administrative expenses of the Plan are paid by CCB.
(13) Plan Merger
Effective October 1, 1993, CCB's Employee Stock Ownership Plan
merged into the Retirement Savings Plan. As a result, 117,882
shares of CCB common stock were transferred to the Plan into a
newly created CCBF Common Stock Fund. The fair value of the
assets transferred into the Plan was $4,438,879.
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1993
Par value,
shares or Identity of party and Current
units description of assets Cost value
192,752 *CCB Financial Corporation, common
stock $5,910,076 6,408,987
547,092 *Central Carolina Bank and Trust
Company Common Trust Fund A -
Employee Benefits Fixed Income 4,865,158 6,549,462
34,852 *Central Carolina Bank and Trust
Company Common Trust Fund A -
Employee Benefits Equities 2,625,695 3,364,480
264,175 Goldman Sachs ILA Class B, Money
Market Mutual Fund, 3.04% 264,175 264,175
3,243,787 Peoples Security Life Insurance
Company Deposit Administration
Contract, 4.74% 3,243,787 3,243,787
40,671 *Central Carolina Bank and Trust
Company - 111 Corcoran Fund 424,400 419,316
Total $17,333,291 20,250,207
*Denotes Party-In-Interest
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Item 27d - Schedule of Reportable Transactions (1)
Year ended December 31, 1993
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 $4,391,105 39,300 (44,700) (5,400)
Goldman Sachs ILA Class B,
Money Market Mutual Fund,
3.04% 3,807,200 4,119,725 (4,119,725) -
*Central Carolina Bank and
Trust - Common Trust Fund
A - Employee Benefit
Equities 1,032,805 - - -
(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.
*Denotes Party-In-Interest
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 April 29, 1994.
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: K. COFFIELD KNIGHT
K. Coffield Knight
First Vice President