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, 1995
( ) 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, 1995 and 1994 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, 1995 and 1994
(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, 1995 and 1994 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, 1995 and 1994, 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 statement of net assets available for plan
benefits and the statement 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 8, 1996
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Statements of Net Assets Available for Plan Benefits With Fund
Information
December 31, 1995 and 1994
1995
Money CCBF
Bond Stock market Balanced stock
fund fund fund fund fund Total
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
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, 1995 and 1994
1994
Money CCBF
Bond Stock market Balanced stock
fund fund fund fund fund Total
Assets:
Investments:
Money market funds $ 139,250 75,943 2,239,608 74,916 693,335 3,223,052
Mutual funds:
111 Corcoran Bond Fund 2,636,879 - - 4,222,562 - 6,859,441
111 Corcoran Equity Fund - 2,599,965 - - - 2,599,965
Common stock of CCB Financial
Corporation - - - 3,851,777 6,426,144 10,277,921
Total investments 2,776,129 2,675,908 2,239,608 8,149,255 7,119,479 22,960,379
Accrued interest and
dividends receivable 16,490 303 10,456 61,919 60,773 149,941
Cash on deposit at Central
Carolina Bank and Trust
Company 14,512 17,248 10,238 50,782 17,724 110,504
Receivable from other funds - - 11,635 - - 11,635
Other receivables 3 - 3 3 361 370
Total assets 2,807,134 2,693,459 2,271,940 8,261,959 7,198,337 23,232,829
Liabilities:
Prepaid contributions - - - 6,171 6,567 12,738
Payable to other funds 1,381 3,482 - 2,665 4,107 11,635
Other payables 524 840 353 816 9,778 12,311
Total liabilities 1,905 4,322 353 9,652 20,452 36,684
Net assets available
for plan benefits $ 2,805,229 2,689,137 2,271,587 8,252,307 7,177,885 23,196,145
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, 1995 and 1994
1995
Money CCBF
Bond Stock market Balanced stock
fund fund fund fund fund Total
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 $ 3,830,868 4,050,240 3,390,899 13,598,378 16,215,267 41,085,652
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, 1995 and 1994
1994
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 $ (280,523) (31,439) - (314,638) 74,089 (552,511)
Interest 4,973 7,499 95,974 11,855 9,767 130,068
Dividends 157,942 - - 370,225 228,607 756,774
Contributions:
Employer, net of forfeitures - - - 831,265 601,821 1,433,086
Employees 462,632 520,361 267,954 452,035 374,614 2,077,596
Funds transferred (1,314,728) (1,060,800)(1,220,717) 1,662,451 1,933,794 -
Total additions
(deductions) (969,704) (564,379) (856,789) 3,013,193 3,222,692 3,845,013
Deductions from net assets
attributed to:
Plan benefits paid (325,181) (197,632) (178,530) (465,936) (476,644) (1,643,923)
Net increase (decrease)
in net assets (1,294,885) (762,011)(1,035,319) 2,547,257 2,746,048 2,201,090
Net assets available for plan benefits:
Beginning of year 4,100,114 3,451,148 3,306,906 5,705,050 4,431,837 20,995,055
End of year $ 2,805,229 2,689,137 2,271,587 8,252,307 7,177,885 23,196,145
See accompanying notes to financial statements.
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1995 and 1994
(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 revenues and expenses
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.
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements, Continued
(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
$9,240 per employee in 1995 and 1994.
In addition, the Board of Directors may grant profit sharing
contributions to the Plan. Such contributions were made in
1995 and 1994 totaling $978,638 and $601,821, 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 and may change their investment
elections semiannually.
(7) Withdrawals and Distributions
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. 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.
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements, Continued
(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
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 1995 and 1994, the Plan's investments (including
investments bought and sold, as well as held during the year)
appreciated (depreciated) in value as follows:
1995 1994
Central Carolina Bank and Trust
Company Common Trust Fund A -
Employee Benefits Fixed Income $ - (143,779)
Central Carolina Bank and Trust
Company Common Trust Fund A -
Employee Benefits Equities - (64,244)
Common stock of CCB Financial
Corporation 7,608,436 145,470
Central Carolina Bank and Trust
Company 111 Corcoran Bond Fund 837,039 (522,540)
Central Carolina Bank and Trust
Company 111 Corcoran Equity Fund 694,980 32,582
MFS Series Trust V 82,044 -
$ 9,222,499 (552,511)
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements, Continued
(9) Investments, Continued
Investments exceeding five percent of Plan assets at December
31, 1995 and 1994 are as follows:
1995 1994
Units, Units,
shares or Fair shares or Fair
par value value par value value
Goldman Sachs ILA Class B
Money Market Mutual Fund 4,533,338 $ 4,533,338 3,223,052 $ 3,223,052
Common stock of CCB
Financial Corporation 392,821 21,801,538 295,786 10,277,921
Central Carolina Bank and
Trust Company Mutual Fund
111 Corcoran Bond Fund 904,402 9,297,257 743,168 6,859,441
Central Carolina Bank and
Trust Company Mutual Fund
111 Corcoran Equity Fund 314,843 3,982,766 256,914 2,599,965
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 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 ("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 88,368 and 104,293 shares of common stock of
CCBF at a cost of $3,761,597 and $3,770,810 in 1995 and 1994,
respectively. 22,925 shares and 1,259 shares of CCBF common
stock were sold by the Plan in 1995 and 1994 for $1,399,390 and
$42,601, respectively. The Plan also earned cash dividends on
its CCBF shares of $552,148 and $365,482 in 1995 and 1994,
respectively. Also, there were 37,197 shares with a value of
$1,552,975 received from the merger with Security Capital
Bancorp's Employees Incentive Profit Sharing and Savings Plan
(see note 1).
The Plan purchased 58,708 units in Central Carolina Bank and
Trust Company Common Trust Fund A - Employee Benefits Fixed
Income at a cost of $715,396 in 1994. The Plan sold 605,800
units in Central Carolina Bank and Trust Company Common Trust
Fund A - Employee Benefits Fixed Income resulting in proceeds
of $7,121,080 during 1994.
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements, Continued
(11) Related Party Transactions, Continued
The Plan purchased 2,476 units in Central Carolina Bank and
Trust Company Common Trust Fund A - Employee Benefits Equities
at a cost of $241,210 in 1994. The Plan sold 37,328 units in
Central Carolina Bank and Trust Company Common Trust Fund A -
Employee Benefits Equities resulting in proceeds of $3,541,446
during 1994.
The Plan purchased 233,410 and 739,558 units of 111 Corcoran
Bond Fund, a mutual fund of the Bank, at a cost of $2,321,063
and $7,330,577 during 1995 and 1994, respectively. The Plan
sold 72,176 units and 37,061 units of 111 Corcoran Bond Fund
resulting in proceeds of $720,286 and $364,000 during 1995 and
1994, respectively.
The Plan purchased 80,541 and 259,338 units of 111 Corcoran
Equity Fund, a mutual fund of the Bank, at a cost of $965,635
and $2,591,344 during 1995 and 1994, respectively. The Plan
sold 22,612 units and 2,424 units of 111 Corcoran Equity Fund
resulting in proceeds of $277,814 and $24,000 during 1995 and
1994, 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, 1995
Par value,
shares or Identity of party and Current
units description of assets Cost value
392,821 *CCB Financial Corporation,
common stock $ 12,218,749 21,801,538
904,402 *Central Carolina Bank and
Trust Company
111 Corcoran Bond Fund 8,963,677 9,297,257
314,843 *Central Carolina Bank and
Trust Company
111 Corcoran Equity Fund 3,260,669 3,982,766
4,533,338 Goldman Sachs ILA Class B,
Money Market Mutual
Fund, 5.51% 4,533,338 4,533,338
Total $ 28,976,433 39,614,899
*Denotes Party-In-Interest
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Item 27d - Schedule of Reportable Transactions (1)
Year ended December 31, 1995
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 $ 3,761,597 1,399,390 1,180,606 218,784
Goldman Sachs ILA Class
B, Money Market Mutual
Fund 11,799,973 10,489,687 10,489,687 -
Central Carolina Bank and
Trust - 111 Corcoran
Bond Fund 2,321,063 720,286 727,365 (7,079)
Central Carolina Bank and
Trust - 111 Corcoran
Equity Fund 965,635 277,814 272,087 5,727
MFS Series Trust V - 1,314,757 1,193,036 121,721
(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, 1996.
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 S. MARIATEGUI
Nancy S. Mariategui
Vice President
Central Carolina Bank and
Trust Company