FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. (Picture of a Palm Tree) Annual Report 1994 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY COV1 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY NATURE OF BUSINESS First Citizens Bancorporation of South Carolina, Inc. ("Bancorporation"), is a one-bank holding company headquartered in Columbia, South Carolina, with assets of $1.6 billion at December 31, 1994. Its wholly-owned subsidiary is First-Citizens Bank and Trust Company of South Carolina ("Bank"), which provides a broad range of banking services through 114 offices in 71 communi- ties throughout the state. The Bank's subsidiaries are First Citizens Mortgage Corporation of South Carolina, a mortgage banking company, and Wateree Life Insurance Company of South Carolina, a credit life insurance company. Throughout this report "Bancorporation" refers to First Citizens Bancorporation of South Carolina, Inc., and its wholly-owned subsidiary, First-Citizens Bank and Trust Company of South Carolina. The "Bank" refers only to First-Citizens Bank and Trust Company of South Carolina. "First Citizens Bank" is used in marketing the Bank. First Citizens Bancorporation of South Carolina, Inc. P. O. Box 29 1230 Main Street Columbia, South Carolina 29202 ANNUAL MEETING The Annual Meeting of Stockholders of First Citizens Bancorporation of South Carolina, Inc. will be held at 2:00 p.m. on Wednesday, April 26, 1995 at 1314 Park Street, Columbia, South Carolina. CONTENTS Market and Dividend Information Regarding Common and Preferred Stock . .IFC Financial Highlights . . . . . . . . . . . . . . . . . . . . . . . . . . 1 To Our Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Management's Discussion and Analysis . . . . . . . . . . . . . . . . . . 3 Report of Management . . . . . . . . . . . . . . . . . . . . . . . . . .16 Report of Independent Accountants . . . . . . . . . . . . . . . . . . .16 Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . 17 Official Organization Section . . . . . . . . . . . . . . . . . . . . .31 MARKET AND DIVIDEND INFORMATION REGARDING COMMON AND PREFERRED STOCK There is a limited over-the-counter market for Bancorporation's voting common stock. The stock is not listed on the National Association of Securities Dealers Automated Quotation System ("NASDAQ"). Quotations are published in South Carolina newspapers circulated in Bancorporation's major metropolitan markets and may be obtained through securities brokers having offices in South Carolina. Local broker-dealers affect agency transactions in Bancorporation's voting common stock from time to time, and to management's knowledge there are two broker-dealers who make a market in Bancorporation's voting common stock. There is no trading market for any class of Bancorporation's preferred stock or for its non-voting common stock. Any trading activity for the classes of Bancorporation's preferred stock and non-voting common stock is in privately negotiated transactions and Bancorporation is unaware of any prices at which any such trades have occurred. The following ranges of high and low bid prices for Bancorporation's voting common stock were supplied by one of the broker dealers making a market in such security. The prices represent quotations between broker-dealers and do not include markups, markdowns or commissions and may not represent actual transactions. 1994 1993 High/Low Bid Price of Voting Common Stock 1st quarter.......................... $85.50/83.00 $71.00/62.00 2nd quarter.......................... 90.00/86.50 73.00/70.00 3rd quarter.......................... 92.50/90.00 80.00/75.00 4th quarter.......................... 95.38/92.50 83.00/80.00 The approximate number of record holders of Bancorporation's voting common stock and non-voting common stock at December 31, 1994 was 1,268 and 5, respectively. Holders of the voting and non-voting common stock of Bancorporation are entitled to such dividends as may be declared from time to time by the Board of Directors out of funds legally available. However, Bancorporation has adopted a policy of paying no cash dividends on its voting and non-voting common stock. This policy reflects the desire of the Board of Directors to maintain the capital to assets ratio through the retention of earnings. Certain regulatory requirements restrict the payment of dividends and extensions of credit from banking subsidiaries to bank holding companies. As Bancorporation has a policy of paying no cash dividends on common stock, these restrictions have not historically impacted Bancorporation's ability to meet its obligations. Additional restrictions relating to capital requirements and dividends are discussed on page 12 of "Management's Discussion and Analysis" and in Note 10 of "Notes to Consolidated Financial Statements." THIS STATMENT HAS NOT BEEN REVIEWED OR CONFIRMED FOR ACCURACY OR RELEVANCE BY THE FEDERAL DEPOSIT INSURANCE CORPORATION FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY FINANCIAL HIGHLIGHTS (Dollars in thousands - except per share data, employees, branches, and ATMs) Change in One 1994 1993 Year FOR THE YEAR: Net income $ 9,849 $ 13,004 (24.26)% Net income per common share 10.24 13.57 (24.54) FINANCIAL RATIOS: Net interest margin 4.27% 4.75% (10.11)% Return on average assets .63 .88 (28.41) Return on average stockholders' equity 10.69 16.57 (35.49) Reserve for loan losses to year -end loans 2.05 2.05 Reserve for loan losses to year -end nonperforming loans (coverage ratio) 459.62 408.90 12.40 Net loan losses to average loans .15 .30 (50.00) Equity to assets at year end 6.17 5.55 11.17 AT YEAR END: Assets $1,589,181 $1,518,978 4.62% Earning assets 1,437,656 1,363,930 5.41 Net loans 917,776 862,942 6.35 Core deposits 1,314,714 1,266,715 3.79 Total deposits 1,386,518 1,336,366 3.75 Total stockholders' equity 98,025 84,237 16.37 Book value per common share 100.41 85.62 17.27 AVERAGES: Assets $1,551,997 $1,472,592 5.39% Earning assets 1,414,375 1,331,670 6.21 Investment securities 485,745 474,136 2.45 Net loans 902,889 831,335 8.61 Deposits 1,373,612 1,310,207 4.84 Interest-bearing liabilities 1,237,617 1,185,603 4.39 Total stockholders' equity 92,161 78,469 17.45 RISK-BASED CAPITAL RATIOS: Tier 1 8.95% 8.49% 5.42% Total 11.04 10.85 1.75 NUMBER OF (AT YEAR END): Common shares outstanding 943,533 945,533 (.21)% Preferred shares outstanding 68,132 68,132 Banking offices 114 111 2.70 ATMs 95 97 (2.06) Full-time equivalent employees 984 1,029 (4.37) FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY TO OUR STOCKHOLDERS: First Citizens Bank continued to grow its South Carolina franchise during 1994 while experiencing a decline in earnings primarily due to the interest rate environment. The Bank was the successful bidder in June, 1994, for the offices of the Cooper River Federal Savings Association which were held by the Resolution Trust Corporation. This acquisition comprised over $60 million in deposits and expanded the Bank's presence in the Low Country region of the state. Net Income for 1994 was $9.8 million, down 24.26% from the $13 million reported for 1993. Declining interest margins, higher noninterest expenses due to systems conversions, and fewer mortgage originations impacted earnings unfavorably. Our Net Interest Margin declined from 4.75% in 1993 to 4.27% in 1994, which caused a $2.8 million decrease in Net Interest Income on a fully taxable basis. Deposits increased by 3.75% to $1.4 billion while Net Loans grew by 6.35% to $918 million. Our loan quality remained strong with net losses to average loans of .15%, down from .30% for 1993. We invite you to review the section entitled "Management's Discussion and Analysis" for more information on our financial performance. In addition to the Cooper River Federal acquisition, the Bank opened a de novo office during January, 1995, in Rock Hill to establish a presence in that high-growth market. Furthermore, the Bank consolidated five Charleston area offices during 1994 due to overlapping service areas as a result of the Cooper River Federal transaction. We achieved an important goal in 1994 by receiving an "Outstanding" rating from the Federal Deposit Insurance Corporation for our first public rating under the Community Reinvestment Act. This rating is a reflection of our commitment to serve the banking needs of all South Carolinians, including those with low and moderate incomes. Another important accomplishment in 1994 was the converting of our major data processing systems to an outsourcing arrangement. By completing this transition, we can begin to achieve economies in processing and to take advantage of newer technologies. Our dedicated employees made tremendous efforts to insure the success of this project, and we are very grateful for a job well done. During 1994, E. Hite Miller, Sr., was elected Chairman, while retaining the position of Chief Executive Officer. Jim B. Apple was elected President and Chief Operating Officer. In addition, Jay C. Case was elected Chief Financial Officer. As we look ahead to 1995, we expect continuing pressure on our interest margins. To improve profitability, management has initiated measures to identify opportunities for enhancing revenue, efficiency, and customer service throughout the Bank. Our employees are participating in this endeavor by submitting their ideas and suggestions. While interest rate movements and economic conditions remain uncertain, we expect continued growth and profitability during 1995 consistent with our longstanding commitment to safety and soundness. Finally, let us express our sincere gratitude to our employees for their willingness to meet the challenges of a changing industry; to our directors and advisory board members for their valued and wise counsel; to you, our stockholders, for your ongoing support; and to our customers for their confidence in First Citizens Bank. (Signature - E. Hite Miller, Sr.) E. Hite Miller, Sr. Chairman of the Board (Signature - Frank B. Holding) Frank B. Holding Vice Chairman of the Board (Signature - Jim B. Apple) Jim B. Apple President 2 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY MANAGEMENT'S DISCUSSION AND ANALYSIS INTRODUCTION: First Citizens Bancorporation of South Carolina, Inc. ("Bancorporation"), is a one-bank holding company headquartered in Columbia, South Carolina. Bancorporation's wholly-owned subsidiary, First-Citizens Bank and Trust Company of South Carolina ("Bank"), provides commercial banking and related financial products and services throughout South Carolina. The Bank's deposits are insured by the Federal Deposit Insurance Corporation ("FDIC") to the maximum of $100,000 for each depositor. The FDIC and the South Carolina State Board of Financial Institutions have regulatory responsibilities for the Bank. Bancorporation is subject to regulation as a bank holding company by the Board of Governors of the Federal Reserve System and its voting common stock is registered with the Securities and Exchange Commission. Management's Discussion and Analysis should be read in conjunction with the consolidated financial statements and the supplementary financial data beginning on page17. Reference should also be made to the accompanying detailed historical information presented elsewhere in this report. All dollar amounts in tables and schedules, except for per share amounts, throughout this report are stated in thousands. Average balances are based on average daily balances. PERFORMANCE SUMMARY: (Dollars in thousands) Bancorporation earned $9,849 for 1994, which represents a decrease of $3,155 or 24.26% from 1993 earnings of $13,004. This decrease was primarily due to rapidly rising interest rates resulting in a declining net interest margin and an increase in noninterest expense associated with outsourcing of the data processing operation. Earnings per share for 1994 was $10.24, a decrease of $3.33 as compared to $13.57 in 1993. Return on average equity and return on average assets was 10.69% and .63%, respectively, as compared to 16.57% and .88% in 1993. Book value of common stock at year end 1994 reached a new milestone of $100.41 per share, up from $85.62 a year ago. Whereas most of this increase can be attributed to earnings, a portion is due to implementation of Statement of Financial Accounting Standards ("SFAS") No. 115, "Accounting for Certain Investments in Debt and Equity Securities" (see Note 3 "Investment Securities" for additional information). Average assets grew 5.39% to $1,551,997 in 1994 complimented by average loan growth of 8.61% to $902,889. Likewise, average deposits grew 4.84% to $1,373,612. During 1994, the Bank acquired Cooper River Federal Savings Association from the Resolution Trust Corporation with deposits of $61,632 and loans of $85. The premium paid in connection with this transaction was $4,500. BOOK VALUE PER COMMON SHARE AT YEAR END RETURN ON AVERAGE ASSETS (in dollars) (in percentage) (Book Value chart appears here (Return on average assets chart plot points are as followed) appears here plot points are as followed) 1990 1991 1992 1993 1994 1990 1991 1992 1993 1994 52.68 59.35 72.04 85.62 100.41 0.58 0.56 0.88 0.88 0.63 RETURN ON AVERAGE STOCKHOLDERS' EQUITY (in percentage) (Return on average stockholders' equity chart appears here plot points are as followed) 1990 1991 1992 1993 1994 11.65 11.37 18.6 16.57 10.69 3 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY TABLE 1: SIX-YEAR SUMMARY OF SELECTED FINANCIAL DATA (Dollars in thousands - except per share data) Five-Year Compound Growth Rate 1994 1993 1992 1991 1990 1989 1994-1989 SUMMARY OF OPERATIONS: Interest income.................. $ 99,773 $100,139 $104,424 $101,320 $ 94,165 $ 83,311 3.67% Interest expense................. 40,821 38,426 47,267 56,913 54,803 49,421 (3.75) Net interest income.............. 58,952 61,713 57,157 44,407 39,362 33,890 11.71 Provision for loan losses........ 2,558 3,927 4,161 4,066 2,695 2,554 3.13 Net interest income after provision for loan losses....... 56,394 57,786 52,996 40,341 36,667 31,336 12.47 Noninterest income............... 18,676 18,724 18,066 15,361 14,241 11,967 9.31 Investment securities gains (losses).................. 1,332 42 (297) Total noninterest income........ 18,676 18,724 19,398 15,361 14,283 11,670 9.86 Salaries and employee benefits... 27,592 26,542 24,720 21,902 20,259 18,485 8.34 Other expense.................... 32,660 30,899 29,788 24,623 22,010 18,880 11.58 Total noninterest expense....... 60,252 57,441 54,508 46,525 42,269 37,365 10.03 Income before income taxes and cumulative effect of change in accounting principle............ 14,818 19,069 17,886 9,177 8,681 5,641 21.31 Applicable income taxes.......... 4,969 6,286 5,785 2,725 2 ,812 1,620 25.13 Income before cumulative effect of a change in accounting principle............ 9,849 12,783 12,101 6,452 5,869 4,021 19.62 Cumulative effect on prior years (to 12/31/92) of changing to a different method of accounting for income taxes................ 221 NET INCOME....................... $ 9,849 $ 13,004 $ 12,101 $ 6,452 $ 5,869 $ 4,021 19.62 EARNINGS PER COMMON SHARE: Income before cumulative effect of a change in accounting principle............ $ 10.24 $ 13.34 $ 12.61 $ 6.63 $ 5.97 $ 3.99 20.74 Cumulative effect on prior years (to 12/31/92) of changing to a different method of accounting for income taxes................ .23 NET INCOME....................... $ 10.24 $ 13.57 $ 12.61 $ 6.63 $ 5.97 $ 3.99 20.74 BOOK VALUE PER COMMON SHARE...... $ 100.41 $ 85.62 $ 72.04 $ 59.35 $ 52.68 $ 46.57 16.61 Weighted average common shares outstanding............. 944,799 945,533 945,914 946,225 951,668 960,691 (3.33) RATIOS (AVERAGES): Loans to deposits................ 65.73% 63.45% 63.18% 67.76% 68.39% 69.68% Net loan losses to loans......... .15 .30 .38 .46 .29 .29 Net interest margin.............. 4.27 4.75 4.71 4.37 4.47 4.39 Stockholders' equity to: Total assets................... 5.94 5.33 4.74 4.91 5.00 5.22 Deposits........................ 6.71 5.99 5.31 5.53 5.66 5.95 Return on assets................. .63 .88 .88 .56 .58 .45 Return on stockholders' equity... 10.69 16.57 18.60 11.37 11.65 8.71 SELECTED AVERAGE BALANCES: Assets.......................... $1,551,997 $1,472,592 $1,373,117 $1,154,209 $1,008,791 $884,849 11.89 Earning assets.................. 1,414,375 1,331,670 1,240,236 1,041,939 905,497 792,475 12.28 Investment securities........... 485,745 474,136 439,121 312,475 266,609 208,356 18.45 Loans, net of unearned income... 902,889 831,335 773,722 694,452 609,159 540,409 10.81 Deposits........................ 1,373,612 1,310,207 1,224,535 1,024,934 890,771 775,528 12.11 4 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY NET INTEREST INCOME: (Dollars in thousands) Net interest income, the Bank's primary source of recurring income, is the amount by which interest and fees generated by earning assets exceed the total cost of the resources used to fund them. The level of net interest income is impacted by volume of earning assets outstanding, interest rates and other factors. Taxable equivalent interest income represented 84.43% of the Bank's total taxable equivalent revenues for year end 1994, as compared to 84.44% for 1993. Net interest income on a fully tax equivalent basis decreased $2,775 or 4.39% from 1993 levels. This follows gains of $4,872 or 8.35% in 1993. The following table analyzes net interest income in terms of the "interest spread" (difference between interest rates earned on earning assets and interest rates paid on interest-bearing liabilities) and "net interest margin" which adjusts the interest spread to consider that portion of Bancorporation's interest-earning assets which are funded from noninterest-bearing sources (primarily stockholders' equity and demand deposits). Interest spread in 1994 decreased by 53 basis points to 3.86% from 4.39% in 1993. Likewise, net interest margin decreased 48 basis points to 4.27% from 4.75% in 1993. AVERAGE ASSETS AVERAGE DEPOSITS (in millions of dollars) (in millions of dollars) (Average Assets chart appears here (Average Deposits chart appears here plot points are as followed) plot points are as followed) 1990 1991 1992 1993 1994 1990 1991 1992 1993 1994 1008.8 1154.2 1373.1 1472.6 1551.9 890.8 1024.9 1224.5 1310.2 1373.6 AVERAGE DEPOSITS AVERAGE LOANS (Net of Unearned income) (in millions of dollars) (in millions of dollars) (Average Deposits chart appears here (Average Loans chart appears here plot points are as followed) plot points are as followed) 1990 1991 1992 1993 1994 1990 1991 1992 1993 1994 890.8 1024.9 1224.5 1310.2 1373.6 609.2 694.5 773.7 831.3 902.9 5 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY TABLE 2: COMPARATIVE AVERAGE BALANCE SHEETS - YIELDS AND COSTS (Dollars in thousands) YEAR ENDED DECEMBER 31, 1994 1993 1992 AVERAGE INTEREST YIELD Average Interest Yield Average Interest Yield BALANCE REV/EXP (%)* Balance Rev/Exp (%)* Balance Rev/Exp (%)* INTEREST-EARNING ASSETS: Loans, net of unearned interest**..................... $ 902,889 $ 76,077 8.43 $ 831,335 $ 74,260 8.93 $ 773,722 $ 75,521 9.76 Taxable investment securities..................... 439,888 20,290 4.61 434,003 22,870 5.27 413,365 26,258 6.35 Non-taxable investment securities..................... 45,857 3,602 7.85 40,133 3,335 8.31 25,756 2,515 9.76 Federal funds sold.............. 11,369 464 4.08 10,922 331 3.03 11,423 421 3.69 Other earning assets............ 14,372 832 5.79 15,277 849 5.56 15,970 899 5.63 Total interest-earning assets........................ 1,414,375 101,265 7.16 1,331,670 101,645 7.63 1,240,236 105,614 8.52 NONINTEREST-EARNING ASSETS: Cash and due from banks......... 77,251 80,079 74,280 Premises and equipment.......... 37,973 37,869 35,676 Other, less reserve for loan losses.................... 22,398 22,974 22,925 Total noninterest-earning assets........................ 137,622 140,922 132,881 TOTAL ASSETS................... $1,551,997 $1,472,592 $1,373,117 INTEREST-BEARING LIABILITIES: Deposits........................ $1,167,826 37,505 3.21 $1,116,377 35,760 3.20 $1,061,751 44,364 4.18 Federal funds purchased and securities sold under agreements to repur chase.................... 55,982 2,291 4.09 54,409 1,591 2.92 47,326 1,580 3.34 Short-term debt................. 2,525 66 2.61 Long-term debt.................. 13,809 1,025 7.42 14,817 1,075 7.26 17,198 1,257 7.31 Total interest-bearing liabilities.................. 1,237,617 40,821 3.30 1,185,603 38,426 3.24 1,128,800 47,267 4.19 Net interest spread............. 3.86 4.39 4.33 NONINTEREST-BEARING LIABILITIES: Demand deposits................. 205,786 193,830 162,784 Other liabilities............... 16,433 14,690 16,474 Total noninterest-bearing liabilities................... 222,219 208,520 179,258 Stockholders' equity............ 92,161 78,469 65,059 TOT AL LIABILITIES AND STOCKHOLDERS' EQUITY............ $1,551,997 $1,472,592 $1,373,117 Net interest income............. $ 60,444 $ 63,219 $ 58,347 Interest income to earning assets....... 7.16 7.63 8.52 Interest expense to earning assets....... 2.89 2.88 3.81 Net interest income to earning assets....... 4.27 4.75 4.71 *Taxable equivalent yield was calculated using the incremental statutory federal income tax rate of 35% for 1994 and 1993 and 34% for 1992. **Nonaccrual loans are included in the respective average loan balances. Income on such loans is generally recognized on a cash basis. 6 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY Decreases in net interest income, interest spread and net interest margin are largely attributable to lower yields on earning assets invested at the bottom of the interest rate cycle. Loan yield declined 50 basis points from 8.93% in 1993 to 8.43% in 1994. Likewise, the yield on the investment portfolio (taxable and non-taxable) decreased 61 basis points from 5.53% in 1993 to 4.92% in 1994. This reduction of yields on earning assets, coupled with a slight increase in rates paid on interest-bearing liabilities, accounts for the majority of the decline in net income and net interest margin. TABLE 3: TAXABLE EQUIVALENT RATE/VOLUME VARIANCE ANALYSIS (Dollars in thousands) 1994 Compared to 1993 1993 Compared to 1992 Net Net Interest Change Due To Increase Change Due To Increase 1994 1993 1992 Rate Volume* (Decrease) Rate Volume* (Decrease) INTEREST INCOME Loans.................................... $ 76,077 $ 74,260 $ 75,521 $ (4,573) $ 6,390 $ 1,817 $ (6,884) $5,623 $ (1,261) Investment securities: Taxable................................ 20,290 22,870 26,258 (2,890) 310 (2,580) (4,699) 1,311 (3,388) Non-taxable............................. 3,602 3,335 2,515 (209) 476 267 (584) 1,404 820 Total investment securities.......... 23,892 26,205 28,773 (3,099) 786 (2,313) (5,283) 2,715 (2,568) Federal funds sold....................... 464 331 421 119 14 133 (72) (18) (90) Other earning assets..................... 832 849 899 33 (50) (17) (11) (39) (50) Total interest earning assets**...... 101,265 101,645 105,614 (7,520) 7,140 (380) (12,250) 8,281 (3,969) INTEREST EXPENSE Deposits................................. 37,505 35,760 44,364 99 1,646 1,745 (10,887) 2,283 (8,604) Federal funds purchased and securities sold under agreements to repurchase.......................... 2,291 1,591 1,580 654 46 700 (225) 236 11 Short-term debt.......................... 66 (66) (66) Long-term debt........................... 1,025 1,075 1,257 23 (73) (50) (8) (174) (182) Total interest-bearing liabilities... 40,821 38,426 47,267 776 1,619 2,395 (11,120) 2,279 (8,841) Net interest income...................... $ 60,444 $ 63,219 $ 58,347 $ (8,296) $ 5,521 $ (2,775) $ (1,130) $6,002 $ 4,872 *Volume-rate changes have been allocated to each category based on the percentage of each to the total change. **Interest income includes a taxable equivalent adjustment of $1,492, $1,506 and $1,190 for 1994, 1993 and 1992, respectively, using the incremental statutory federal income tax rate of 35% for 1994 and 1993 and 34% for 1992. INVESTMENT SECURITIES: (Dollars in thousands) At December 31, 1994, the investment portfolio was $486,681 compared to $467,977 in 1993. Bancorporation continues to invest primarily in short-term U.S. Government obligations thereby minimizing credit, interest rate and liquidity risk. The portfolio was comprised of 89.57% U.S. Government obligations at year end 1994 as compared to 87.90% at year end 1993. The increase in investment securities was primarily the result of increased availability of funds due to the Cooper River Federal acquisition. However, investment securities as a percentage of average earning assets actually decreased from 35.60% in 1993 to 34.34% in 1994 due in part the Bank's ability to employ the Cooper River Federal funds in growth of the loan portfolio. Investment securities remain the second largest component of interest-earning assets. The average maturity of U.S. Government obligations held in the portfolio was 9.2 months at December 31, 1994 as compared to 9.8 months at December 31, 1993. At year end, the market value of the held-to-maturity portfolio was $5,908 below book value, consisting of unrealized gains of $688 and unrealized losses of $6,596. 7 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY TABLE 4: INVESTMENT SECURITIES ANALYSIS (Dollars in thousands) 1994 1993 1992 TAXABLE BOOK MARKET EQUIVALENT Book Market Book Market VALUE VALUE YIELD* Value Value Value Value U. S. Government obligations: Within one year...................... $268,991 $265,835 4.38% $256,052 $257,533 $158,809 $161,264 One to five years.................... 166,935 163,513 5.86 155,321 155,635 272,282 275,492 Five to ten years.................... 1 1 Total.............................. 435,926 429,348 4.98 411,373 413,188 431,092 436,757 States and political subdivisions: Within one year...................... 3,870 3,878 6.81 8,003 8,017 1,302 1,312 One to five years.................... 16,111 16,243 6.94 18,833 19,148 6,489 6,677 Five to ten years.................... 14,467 14,702 8.44 16,077 16,525 6,196 6,563 Over ten years....................... 5,537 5,841 10.81 9,639 10,569 9,862 10,557 Total.............................. 39,985 40,664 8.01 52,552 54,259 23,849 25,109 Other interest-earning investments: One to five years.................... 100 96 6.38 100 101 100 100 Five to ten years.................... 60 55 5.95 60 60 60 60 Over ten years....................... 50 50 9.02 50 54 50 50 Total.............................. 210 201 6.89 210 215 210 210 Total interest-earning investments... 476,121 470,213 5.24 464,135 467,662 455,151 462,076 Stock and other investments........... 10,560 10,560 3,842 11,222 3,781 12,268 Total portfolio................... $486,681 $480,773 5.24 $467,977 $478,884 $458,932 $474,344 *Taxable equivalent yield was calculated using the incremental statutory federal income tax rate of 35% for 1994 and 1993 and 34% for 1992. As of January 1, 1994, Bancorporation implemented SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities" which classifies securities as either held-to-maturity or available-for-sale. Securities that Bancorporation has the positive intent and ability to hold to maturity are classified as held-to-maturity and carried on the books at amortized cost. All other securities are classified as available-for-sale and carried at estimated fair value with unrealized gains and losses included in stockholders' equity on an after tax basis. After careful review by management, the majority of the investment securities were classified as held-to-maturity with the exception of equity securities which have no defined maturity. During 1994, Bancorporation recorded a $4,260 increase in stockholders' equity ($6,555, net of tax effect of $2,295) on equity securities classified as available-for-sale and carried at estimated fair value. LOANS: (Dollars in thousands) Gross loans increased $56,002 or 6.36% to $937,025 in 1994, up from $881,003 in 1993. Management views this positively considering the decrease in loan demand in a rising interest rate environment and increased competition from banks and other financial institutions. Gross loans as a percentage of year-end earning assets increased from 64.59% in 1993 to 65.18% in 1994. The portfolio mix did not change significantly in 1994 and no major change is expected in 1995. During 1994, the Bank implemented a credit scoring system on consumer loans to ensure consistency statewide in our credit policies. Approval rates under this system remain high for industry standards and continued refinement will lead to controlled volume in the future. Included in loans for 1994 were mortgage loans held for resale of $2,529, as compared to $4,436 in 1993. This decrease was due primarily to a decrease in volume of mortgage refinance activity as interest rates turned upward. TABLE 5: DISTRIBUTION OF LOANS (Dollars in thousands) December 31, 1994 1993 1992 1991 1990 T YPES OF LOANS Real estate loans: Construction and land development..................... $ 7,888 $ 18,952 $ 23,136 $ 23,741 $ 24,855 Secured by 1-4 family residential properties.......... 388,997 345,624 286,372 253,799 182,616 Other real estate loans............................... 173,690 163,690 161,959 148,648 133,374 Loans for purchasing and carrying securities........... 484 469 237 2,143 3,309 Loans to farmers....................................... 5,843 5,271 5,175 6,375 5,636 Commercial and industrial loans........................ 84,900 86,039 84,392 78,220 75,568 Loans to individuals for household, family , and other personal expenditures....................... 269,693 253,874 240,635 232,002 219,545 Other loans, all attributable to domestic operations... 5,530 7,084 5,969 3,748 3,524 Total loans......................................... $937,025 $881,003 $807,875 $748,676 $648,427 8 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY TABLE 6: MATURITIES AND RATE SENSITIVITY OF SELECTED LOANS - DECEMBER 31, 1994 (Dollars in thousands) Over 1 Over 1 Year through 5 TOTAL or less 5 Years Years TYPES OF LOANS: Construction and land development.................. $ 7,888 $ 7,099 $ 631 $ 158 Commercial, financial and agricultural............. 96,757 70,633 21,287 4,837 Total............................................. $104,645 $77,732 $21,918 $4,995 RATE SENSITIVITY FOR SELECTED LOANS (OVER ONE YEAR): Predetermined rate................................. $ 16,686 $13,370 $3,316 Floating or adjustable rate........................ 10,227 8,548 1,679 Total............................................. $ 26,913 $21,918 $4,995 RESERVE FOR LOAN LOSSES: (Dollars in thousands) In determining the adequacy of the reserve for loan losses, the Bank utilizes a methodology that considers, among other factors, historic losses within specific industries, current and anticipated economic conditions, loan portfolio trends, specific credit reviews, and estimates based on subjective factors. Management also considers loans classified by regulatory examiners as loss, doubtful, substandard or special mention. Such classified loans were not considered to be material in relation to the current level of the reserve for loan losses. Each credit on the watchlist is reviewed monthly to confirm the risk rating. Estimated potential loss allocations are assigned for significant credits. In addition to these specific allocations, reserve allocations based on percentage guidelines for each pool of watchlist credits, as defined by industry classification and risk rating, are provided based on management's judgment, which includes considerations of historic losses, economic conditions, and other subjective factors. Additionally, allocations are made for nonwatchlist credits, loans classified by regulatory examiners, residential mortgages, and consumer loans based on historic loss experience adjusted for portfolio activity and current economic trends. Allocated reserves are supplemented by an unallocated portion based on judgments regarding risk of error, economic conditions and other relevant factors. Table 8 is presented for informational purposes. Because the allocation is based on estimates and subjective judgment, it is not necessarily indicative of the specific amounts or loan categories in which losses may ultimately occur. The total allowance is available to absorb losses from any portion of the portfolio. The adequacy of the overall allowance is ultimately one of management judgment. Total nonperforming assets declined slightly by $369 from $4,827 at December 31, 1993 to $4,458 at December 31, 1994. During 1994, the provision for loan losses was $2,558 which was a 34.86% decrease when compared to $3,927 for 1993. The provision was made to reflect potential losses inherent in the loan portfolio and was not attributable to individual loans for which management believed specific loss accruals were necessary at December 31, 1994. As of December 31, 1994 and 1993, the reserve for loan losses was 2.05% of outstanding loans and 4.32 and 3.74, respectively, times the level of nonperforming loans. Management considers the year-end reserve adequate to cover possible losses in the loan portfolio. TABLE 7: ANALYSIS OF RESERVE FOR LOAN LOSSES (Dollars in thousands) 1994 1993 1992 1991 1990 Beginning loan loss reserve............... $18,061 $16,589 $15,361 $13,301 $12,392 Charge-offs: Commercial, financial and agricultural... 22 12 Real estate - construction............... 14 Real estate - mortgage................... 607 1,587 1,524 976 380 Commercial loans to individuals.......... 362 356 578 1,106 636 Installment loans to individuals......... 1,181 1,259 1,391 1,727 1,348 Total charge-offs..................... 2,150 3,202 3,493 3,831 2,390 Recoveries: Commercial, financial and agricultural... 10 5 12 66 39 Real estate - construction............... 10 1 Real estate - mortgage................... 265 238 80 130 130 Commercial loans to individuals.......... 167 195 86 155 78 Installment loans to individuals......... 338 309 372 309 356 Total recoveries...................... 780 747 560 660 604 Total net charge-offs................. 1,370 2,455 2,933 3,171 1,786 Provision for loan losses................. 2,558 3,927 4,161 4,066 2,695 Reserves related to acquisitions.......... 1,165 Ending loan loss reserve.................. $19,249 $18,061 $16,589 $15,361 $13,301 9 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY TABLE 8: ALLOCATION OF RESERVE FOR LOAN LOSSES (Dollars in thousands) December 31, 1994 1993 1992 1991 % OF % of % of % of TOTAL Total Total Total RESERVE LOANS Reserve Loans Reserve Loans Reserve Loans Real Estate - construction... $ 16 .84 $ 9 2.15 $ 45 2.86 $ 94 3.17 Real Estate - mortgage....... 3,719 60.05 5,096 57.81 4,043 55.50 2,683 53.75 Installment loans to individuals................. 1,792 28.78 1,855 28.82 1,602 29.79 1,596 30.99 Commercial, financial and agricultural............ 1,015 10.33 1,257 11.22 1,077 11.85 823 12.09 Unallocated.................. 12,707 9,844 9,822 10,165 Total...................... $19,249 100.00 $18,061 100.00 $16,589 100.00 $15,361 100.00 A five year presentation of the allocation of the reserve for loan losses is not provided because the information for 1990 is not available. An additional year will be added in 1995 such that five years are presented. TABLE 9: ANALYSIS OF ASSET QUALITY (Dollars in thousands) 1994 1993 1992 1991 1990 % OF % of % of % of % of TOTAL Total Total Total Total BALANCE LOANS Balance Loans Balance Loans Balance Loans Balance Loans RISK ELEMENTS: Nonaccrual loans................... $2,865 .31 $2,323 .26 $3,540 .44 $4,131 .55 $1,820 .28 Restructured loans................. 1,323 .14 2,094 .24 1,166 .14 1,037 .14 1,128 .18 Total nonperforming loans....... 4,188 .45 4,417 .50 4,706 .58 5,168 .69 2,948 .46 Loans past due 90 days............. 827 .09 1,016 .12 812 .10 525 .07 615 .09 Total............................ $5,015 .54 $5,433 .62 $5,518 .68 $5,693 .76 $3,563 .55 NONPERFORMING ASSETS: Commercial, financial and agricultural...................... $ 238 .03 $ 305 .03 $ 157 .02 $ 207 .03 $ 176 03 Consumer........................... 106 .01 85 .01 54 .01 68 .01 49 .01 Real estate........................ 3,844 .41 4,027 .46 4,495 .55 4,893 .65 2,723 .42 Total nonperforming loans....... 4,188 .45 4,417 .50 4,706 .58 5,168 .69 2,948 .46 Other real estate owned............ 270 .03 410 .05 315 .04 190 .03 63 .01 Total nonperforming assets...... $4,458 .48 $4,827 .55 $5,021 .62 $5,358 .72 $3,011 .47 ASSET QUALITY RATIOS: Reserve to year -end loans......... 2.05% 2.05% 2.05% 2.05% 2.05% Net loan losses to average loans... .15 .30 .38 .46 .29 Nonperforming assets to total loans and other real estate owned....... .48 .55 .62 .72 .46 Coverage ratio..................... 459.62 408.90 352.51 297.23 451.19 Any loans classified by the Bank or regulatory examiners as loss, doubtful, substandard or special mention that have not been disclosed hereunder, or under the "Loans" or "Asset Quality" narrative discussions do not (i) represent or result from trends or uncertainties that management expects will materially impact future operating results, liquidity or capital resources, or (ii) represent material credits about which management is aware of any information that causes management to have serious doubts as to the ability of such borrowers to comply with the loan repayment terms. FUNDING SOURCES: (Dollars in thousands) Bancorporation's primary source of funding continues to be its deposit base. Average deposits increased 4.84% to $1,373,612 in 1994 from $1,310,207 in 1993. At year end 1994, deposits had increased $50,152 or 3.75%. The acquisition of Cooper River Federal accounted for $61,632 or 123% of total year- end growth. Core deposits, which historically cost less than purchased funds, financed the loan and investment activity. Core deposits are defined as noninterest- bearing demand, savings, Now and money market accounts and certificates of deposit under $100,000. At year end 1994, $1,314,714 or 94.82% of total deposits of $1,386,519 were considered core deposits. A year ago, $1,266,716 or 94.79% of total deposits of $1,336,366 were considered core deposits. Purchased funds, which consist of large time deposits and short-term borrowings, are another source of funds. At year end 1994, large time deposits increased $2,153 or 3.09% to $71,804 as compared to $69,651 in 1993. Short-term borrowings, which consist of federal funds purchased, securities sold under agreements to repurchase and other short-term borrowings, averaged $55,982 in 1994 compared to $54,409 in 1993, an increase of 2.89%. 10 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY TABLE 10: TIME DEPOSITS OF $100,000 AND OVER (Dollars in thousands) December 31, 1994 1993 1992 3 months or less.................. $25,187 $27,581 $40,571 Over 3 months through 6 months.... 11,258 12,207 16,747 Over 6 months through 12 months... 19,473 21,945 13,946 Over 12 months.................... 15,886 7,918 6,592 Total........................... $71,804 $69,651 $77,856 Percent of total deposits......... 5.18% 5.21% 6.07% TABLE 11: DEPOSIT ANALYSIS (Dollars in thousands) Year Ended December 31, 1994 1993 1992 AVERAGE AVERAGE Average Average Average Average BALANCE RATE Balance Rate Balance Rate Demand deposits............... $ 205,786 $ 193,830 $ 162,784 NOW accounts.................. 345,626 2.06% 312,127 2.02% 285,353 2.64% Market rate savings........... 276,503 2.77 262,945 2.74 248,907 3.47 Regular and premium savings... 49,501 3.68 44,065 3.45 38,689 4.02 Time deposits................. 496,196 4.22 497,240 4.17 488,802 5.45 Total deposits............. $1,373,612 2.73 $1,310,207 2.73 $1,224,535 3.62 TABLE 12: FEDERAL FUNDS PURCHASED AND SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE ANALYSIS (Dollars in thousands) 1994 1993 1992 AMOUNT RATE Amount Rate Amount Rate AT YEAR-END*: Federal funds purchased........................... $11,500 6.21% $ 8,000 3.25% $15,000 3.19% Securities sold under agreements to repurchase... 64,416 5.47 63,206 2.87 30,402 2.97 Total............................................ $75,916 5.58 $71,206 2.91 $45,402 3.04 AVERAGE FOR THE YEAR: Federal funds purchased........................... $ 3,824 4.58 $ 4,750 3.26 $ 2,720 3.51 Securities sold under agreements to repurchase... 52,158 4.05 49,659 2.89 44,606 3.19 Total............................................ $55,982 4.09 $54,409 2.92 $47,326 3.21 MAXIMUM MONTH-END BALANCE: Federal funds purchased........................... $20,100 $21,500 $15,000 Securities sold under agreements to repurchase... 70,918 65,807 63,108 *The interest rate shown is the weighted average rate at year end and differs from the average rate during the year. NONINTEREST INCOME: (Dollars in thousands) Total noninterest income remained relatively flat at $18,676 in 1994 compared to $18,724 in 1993. Decreases in mortgage servicing income were largely offset by gains in service charges associated with preneed accounts and safe deposit box rentals. Service charges on deposit accounts, the largest source of noninterest income, decreased .69% from 1993 levels. TABLE 13: NONINTEREST INCOME: (Dollars in thousands) December 31, 1994 1993 1992 Service charges on deposit accounts.......... $10,390 $10,462 $10,164 Fees for other customer services............. 1,401 1,429 1,347 Mortgage services............................ 1,700 2,013 1,580 Bankcard discount............................ 1,666 1,500 1,321 Gain on sale of mortgage-backed securities... 1,332 Insurance premiums earned.................... 972 1,016 1,515 Other........................................ 2,547 2,304 2,139 Total...................................... $18,676 $18,724 $19,398 11 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY NONINTEREST EXPENSE: (Dollars in thousands) Total noninterest expense for 1994 increased 4.89% to $60,252 from $57,441 in 1993. The largest component of this increase was in data processing fees as the result of outsourcing data processing to First Citizens Bank of North Carolina, which was partially offset by decreases in related salaries and employee benefits and equipment expense. Salaries and employee benefits expense also increased 3.96% in 1994 as compared to 7.37% in 1993. The increase is primarily the result of merit salary increases in the Bank and the additional salary expense associated with the purchase of Cooper River Federal. Net occupancy expense decreased 4.41% from $3,494 in 1993 to $3,340 in 1994. Despite a 4.84% increase in total average deposits, FDIC insurance assessments decreased 7.67% from $3,271 in 1993 to $3,020 in 1994. TABLE 14: NONINTEREST EXPENSE (Dollars in thousands) December 31, 1994 1993 1992 Salaries and employee benefits...... $27,592 $26,542 $24,720 Net occupancy expense of premises... 3,340 3,494 3,391 Furniture and equipment expense..... 4,807 6,282 5,576 Stationery and supplies............. 1,115 1,290 1,488 FDIC insurance assessments.......... 3,020 3,271 2,645 Telephone.......................... 1,306 1,287 1,455 Consultant contracts................ 373 487 1,282 Amortization of intangibles......... 4,128 3,748 3,096 Bankcard processing fees............ 1,839 1,894 1,708 Data processing fees................ 4,341 693 395 Other............................... 8,391 8,453 8,752 Total............................. $60,252 $57,441 $54,508 INTANGIBLE ASSETS: (Dollars in thousands) At year end 1994, intangible assets totaled $15,618, representing a $1,034 net increase over $14,584 in 1993. Annual amortization expense related to intangible assets was $4,128 or 10.14% higher than last year's expense of $3,748. The increase in expense was due primarily to goodwill amortization expense associated with the acquisition of Cooper River Federal. TABLE 15: INTANGIBLE ASSETS (Dollars in thousands) December 31, 1994 1993 1992 BALANCE AMORTIZATION Balance Amortization Balance Amortization INTANGIBLE ASSETS: Goodwill............................ $ 6,482 $1,518 $ 3,280 $ 921 $ 3,096 $ 779 Deposit based premium............... 6,194 1,587 7,783 1,824 10,494 1,841 Purchased mortgage serving rights... 2,942 1,023 3,521 1,003 3,885 476 Total............................. $15,618 $4,128 $14,584 $3,748 $17,475 $3,096 CAPITAL ADEQUACY: The Federal Reserve Board and the Federal Deposit Insurance Corporation have issued risk-based capital guidelines to United States banking corporations. The objective of these efforts was to provide a more uniform capital structure that is sensitive to variations in risk profiles of banking corporations. The guidelines define a two-tier capital framework. Tier 1 capital consists of common and qualifying preferred stockholders' equity less goodwill and other adjustments. Tier 2 capital consists of mandatorily convertible, subordinated and other qualifying term debt, preferred stock not qualifying for Tier 1, and allowance for credit losses up to 1.25% of risk weighted assets. Risk-based capital ratios are determined by dividing Tier 1 and total capital (Tier 1 plus Tier 2) by total risk weighted assets. Bancorporation's Tier 1 capital ratio at year end was 8.95% compared to 8.49% in 1993. The total risk-based capital ratio was 11.04% compared to 10.85% in 1993. Both of these measures compare favorably with the regulatory minimums of 4.00% Tier 1 and 8.00% for total risk-based capital. 12 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY TABLE 16: CAPITAL ADEQUACY (Dollars in thousands) December 31, 1994 1993 1992 1991 1990 TOTAL STOCKHOLDERS' EQUITY: Year-end............................ $98,025 $84,237 $71,416 $59,583 $53,350 Average............................. 92,161 78,469 65,059 56,727 50,393 Book value per common share......... 100.41 85.62 72.04 59.35 52.68 Return on average equity............ 10.69% 16.57% 18.60% 11.37% 11.65% Tier 1 capital ratio................ 8.95 8.49 7.05 5.81 6.98 Total risk-based capital ratio..... 11.04 10.85 9.70 8.77 10.48 INTERNAL CAPITAL GENERATION: Return on average equity............ 10.69% 16.57% 18.60% 11.37% 11.65% Earnings retention rate............. 96.73 98.59 97.79 96.61 91.84 Internal capital generation rate*... 10.34 16.34 18.19 10.98 10.70 *Return on Equity x Earnings Retention Rate = Internal Capital Generation Rate INCOME TAXES: (Dollars in thousands) *Return on Equity x Earnings Retention Rate = Internal Capital Generation Rate INCOME TAXES: (Dollars in thousands) Effective January 1, 1993, Bancorporation adopted SFAS No. 109, "Accounting for Income Taxes," and recorded income of $221 from the cumulative effect of the accounting change. In general, SFAS No. 109 requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities. See Note 8 to the Consolidated Financial Statements for additional information and the components of income tax expense. In August 1993, the Omnibus Budget Reconciliation Act of 1993 (the "Act") was passed by Congress and signed into law by the President. The Act includes a number of provisions affecting corporations including an increase in the corporate tax rate of 34 percent to 35 percent for corporate taxable income in excess of $10 million. The Act also includes new rules for intangible assets and allows for deductions of certain amortization charges (over a 15-year period) related to core deposit intangibles and previously nondeductible goodwill. The effect of the foregoing tax increase in 1993 was to increase the current portion of Bancorporation's income tax expense payable by approximately $190. Partially offsetting this unfavorable impact was a $125 increase in the deferred tax benefit recognized as a result of an increase in net deferred assets attributable to the incremental tax effect applied to Bancorporation's temporary differences. Management presently estimates that the effect of the 1993 tax increase will be to increase future annual tax expense by approximately $200. The net effect in 1993 of the new intangible tax rules was not material to Bancorporation's income tax expense. However, management estimates that Bancorporation will realize a reduction in future tax expense of approximately $625 as a result of certain intangible assets included in its accounting records that will create future tax deductions pursuant to the new intangible tax rules. Total income tax expense included in the Consolidated Statement of Income was $4,969 and $6,286 in 1994 and 1993, respectively, resulting in an effective tax rate of 33.53% in 1994 compared to 32.96% in 1993. The effective tax rates were less than federal statutory income tax rates primarily as a result of non- taxable income recognized on investment securities. LIQUIDITY AND INTEREST RATE RISK: (Dollars in thousands) Liquidity involves the ability to meet cash flow requirements which arise primarily from withdrawal of deposits, extensions of credit, payment of operating expenses and repayment of purchased funds. Funds are mainly provided through earnings from operations, expansion of the deposit base, borrowing funds in money market operations, the maturity of investment assets and repayment of loans. Bancorporation has historically maintained strong liquidity through increases in core deposits and management's planning of investment maturities. Core deposits remained heavy at $1,314,714 or 94.82% of total deposits, slightly up from $1,266,716 or 94.79% in 1993. The weighted average maturity of U.S. Government obligations, which make up 89.57% of the investment portfolio as of December 31, 1994, remains relatively short. The FDIC has standard guidelines as to what it feels is adequate liquidity in a Bank's portfolio. The liquidity ratio, net cash and short-term and marketable assets as a percentage of net deposits and short-term liabilities, is used as the measure with a desired range of twenty to twenty five percent. Bancorporation's liquidity ratio at year end 1994 was 30.76%, well above the minimum acceptable level. Management of interest rate risk involves maintaining an appropriate balance between interest-sensitive assets and interest-bearing liabilities, and reducing Bancorporation's risk of major changes in net interest income in periods of rapidly changing interest rates. The difference between interest-sensitive assets and interest-sensitive liabilities is referred to as the interest rate sensitivity gap. A negative gap (interest-sensitive liabilities greater than interest-sensitive assets) in periods when interest rates are declining will tend to increase net interest income. Likewise, a negative gap in periods when interest rates are rising will tend to reduce net interest income. The net cumulative gap position reflects Bancorporation's sensitivity to interest rate changes over time. This calculation is a static measure and is not a prediction of net interest income. The twelve month gap position of Bancorporation was negative throughout 1994 yet remained within the acceptable parameters listed in our Statement of Funds Management Policy. Management continues to seek ways to balance the gap position and reduce exposure to interest rate fluctuations. Closely monitoring the volume of new fixed rate commercial loans and promotion of our equity line product have produced positive results in this effort and management will continue to pursue these alternatives in 1995. 13 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY TABLE 17: INTEREST-SENSITIVITY ANALYSIS AS OF DECEMBER 31, 1994 (Dollars in thousands) Non-Rate 1-30 31-90 91-180 181-365 Sensitive Days Days Days Days and Over Sensitive Sensitive Sensitive Sensitive One Year TOTAL Earning Assets: Loans, net of unearned income........... $340,657 $ 37,924 $ 46,130 $ 74,480 $ 437,834 $ 937,025 Investment securities................... 54,736 44,590 68,366 115,700 203,289 486,681 Temporary investments.................. 13,950 13,950 Total earning assets................. $409,343 $ 82,514 $ 114,496 $ 190,180 $ 641,123 $1,437,656 Interest-Bearing Liabilities: Savings and core time deposits.......... $100,541 $ 147,643 $ 225,299 $ 321,894 $ 304,036 $1,099,413 Time deposits of $100,000 and over...... 11,600 13,587 11,258 19,473 15,886 71,804 Short-term debt......................... 75,916 75,916 Long-term debt.......................... 13,400 13,400 Total interest-bearing liabilities... 201,457 161,230 236,557 341,367 319,922 1,260,533 Other sources - net..................... 177,123 177,123 Total sources - net.................... $201,457 $ 161,230 $ 236,557 $ 341,367 $ 497,045 $1,437,656 Interest-sensitivity gap................ $207,886 $ (78,716) $ (122,061) $ (151,187) $ 144,078 Cumulative interest-sensitive gap....... $207,886 $ 129,170 $ 7,109 $ (144,078) Assets and liabilities with maturities of one year or less and those that may be adjusted within this period are considered interest-sensitive. The interest-sensitivity position has meaning only as of the date for which it was prepared. EARNINGS AND BALANCE SHEET ANALYSIS - 1993 COMPARED TO 1992: (Dollars in thousands) Net income was $13,004 in 1993 up 7.46% from $12,101 earned in 1992. Earnings per share was $13.57 compared to $12.61 in 1992. Return on average assets was .88% in both 1993 and 1992. Net interest income totaled $61,713 in 1993 increasing 7.97% from the $57,157 level recorded in 1992. The net interest margin increased to 4.75% from 4.71% in 1992 due to increasing spreads on interest-earning assets and rates paid on deposits and borrowings. The provision for loan losses was $3,927 in 1993 compared to the 1992 provision of $4,161. A decline in charge offs and an increase in recoveries affected this provision. The reserve for loan losses totaled $18,061, equaling 2.05% of gross loans and 374.17% of problem assets (nonperforming loans and other real estate) at year end 1993 compared to 2.05% and 330.39% at the end of the previous year. Average loans increased 7.45% to $831,335 in 1993 up from $773,722 in the preceding year. The majority of growth occurred in the consumer loan portfolio, especially in one-to-four family residential loans. Investment securities averaged $474,136 in 1993 increasing by $35,015 or 7.97% over the previous year end. Average temporary investments in federal funds decreased from $11,423 in 1992 to $10,922 in 1993 and represented .92% and .82% of average earning assets in 1992 and 1993, respectively. Total deposits averaged $1,310,207 in 1993, an increase of $85,672 or 7.00% over 1992. Core deposits increased $61,446 or 5.10% to $1,266,715 at year end 1993. The majority of the growth occurred in demand deposits. Noninterest income declined 3.47% to $18,724 in 1993 compared to $19,398 in 1992. Noninterest expense in 1994 amounted to $57,441, representing a 5.38% increase over 1992. Intangible assets totaled $14,584 in 1993 which represents a $2,891 decrease from $17,475 at year end 1992. The average leveraged capital ratio was 4.85% in 1993, up from 4.10% in 1992. Total equity capital equaled 5.55% of total assets at year end 1993 compared to 4.99% one year before. ACCOUNTING MATTERS: In May 1993, the Financial Accounting Standards Board ("FASB") issued SFAS No. 114, "Accounting by Creditors for Impairment of a Loan," which is effective for fiscal years beginning after December 15, 1994, with early adoption permitted. SFAS No. 114 specifies how allowances for credit losses related to certain impaired loans should be determined and generally requires impairment to be measured on the basis of discounted expected cash flows. In October 1994, FASB issued SFAS No. 118, "Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosures," which amends the income recognition requirements of SFAS No. 114. Bancorporation adopted SFAS No. 114 and SFAS No. 118 as of January 1, 1995. The impact of adoption of SFAS No. 114 and SFAS No. 118 on Bancorporation's consolidated financial statements was not material. 14 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY SELECTED UNAUDITED QUARTERLY FINANCIAL DATA: (Dollars in thousands - except per share data) First Quarter Second Quarter 1994 1993 1992 1994 1993 1992 Interest income and fees................. $ 23,921 $ 25,160 $ 26,294 $ 24,484 $ 25,252 $ 26,129 Interest expense......................... (9,097) (10,134) (13,216) (9,730) (9,701) (12,216) Net interest margin...................... 14,824 15,026 13,078 14,754 15,551 13,913 Provision for loan losses................ (298) (975) (383) (860) (482) (1,153) Noninterest income....................... 4,482 4,532 4,596 4,629 4,720 4,248 Noninterest expense...................... (15,018) (13,827) (13,248) (14,908) (14,090) (12,948) Income before income taxes and cumulative effective of a change in accounting principle.................... 3,990 4,756 4,043 3,615 5,699 4,060 Applicable income taxes.................. (1,289) (1,820) 1,392 (1,243) (1,979) (1,505) Income before cumulative effect of a change in accounting principle.......... 2,701 2,936 2,651 2,372 3,720 2,555 Cumulative effect on prior years (to 12/31/92) of changing to a different method of accounting for income taxes... 221 Net income............................... $ 2,701 $ 3,157 $ 2,651 $ 2,372 $ 3,720 $ 2,555 Earnings per common share: Income before cumulative effect of a change in accounting principle.......... $ 2.81 $ 3.06 $ 2.76 $ 2.46 $ 3.89 $ 2.65 Cumulative effect on prior years (to 12/31/92) of changing to a different method of accounting for income taxes... .23 Net income per common share.............. $ 2.81 $ 3.29 $ 2.76 $ 2.46 $ 3.89 $ 2.65 Third Quarter Fourth Quarter 1994 1993 1992 1994 1993 1992 Interest income and fees................. $ 25,297 $ 24,903 $ 26,204 $ 26,071 $ 24,824 $ 25,796 Interest expense......................... (10,640) (9,307) (11,347) (11,354) (9,284) (10,488) Net interest margin...................... 14,657 15,596 14,857 14,717 15,540 15,308 Provision for loan losses................ (485) (428) (1,345) (915) (2,043) (1,279) Noninterest income....................... 4,697 4,593 4,432 4,868 4,880 6,122 Noninterest expense...................... (15,220) (14,765) (13,970) (15,106) (14,759) (14,343) Income before income taxes and cumulative effect of a change in accounting principle.................... 3,649 4,996 3,974 3,564 3,618 5,808 Applicable income taxes.................. (1,204) (1,662) (1,378) (1,233) (825) (1,509) Income before cumulative effect of a change in accounting principle.......... 2,445 3,334 2,596 2,331 2,793 4,299 Cumulative effect on prior years (to 12/31/92) of changing to a different method of accounting for income taxes... Net income............................... $ 2,445 $ 3,334 $ 2,596 $ 2,331 $ 2,793 $ 4,299 Earnings per common share: Income before cumulative effect of a change in accounting principle.......... $ 2.55 $ 3.48 $ 2.70 $ 2.42 $ 2.91 $ 4.50 Cumulative effect on prior years (to 12/31/92) of changing to a different method of accounting for income taxes... Net income per common share.............. $ 2.55 $ 3.48 $ 2.70 $ 2.42 $ 2.91 $ 4.50 15 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY REPORT OF MANAGEMENT The consolidated financial statements of First Citizens Bancorporation of South Carolina, Inc. and other financial information presented in the annual report were prepared by management which is responsible for the integrity of the information presented. The statements have been prepared in conformity with generally accepted accounting principles appropriate in the circumstances, and include amounts that are based on management's best estimates and judgment. Bancorporation's independent accountants, Price Waterhouse LLP, are engaged to provide an objective, independent review as to the fairness of reported operating results and financial condition. They have an understanding of Bancorporation's accounting and financial controls and conduct such tests and related procedures as they deem appropriate to arrive at an opinion on the fairness of the financial statements. Their opinion is included as a part of this annual report. Management has made available to Price Waterhouse LLP all Bancorporation's financial records and related data, as well as the minutes of stockholders' and directors' meetings. Management believes that its representations made to Price Waterhouse LLP during the audit were valid and appropriate. Bancorporation maintains accounting and control systems which management believes provide reasonable assurance that financial records are adequate and can be relied upon to permit the preparation of financial statements in conformity with generally accepted accounting principles and that assets are protected from unauthorized use or disposition. Management recognizes the limitations inherent in any system of internal control, as the cost of controls should not exceed the benefits derived. Management believes Bancorporation's system provides an appropriate balance and is adequate to accomplish the objectives discussed herein. In order to monitor compliance with its system of controls, Bancorporation maintains an internal audit program that assesses the effectiveness of internal controls and recommends possible improvements thereto. Management has considered the internal auditors' and Price Waterhouse LLP's recommendations concerning Bancorporation's system of internal control and has taken actions that are believed to respond appropriately to these recommendations. The Audit Committee of the Board of Directors meets regularly with management, the internal auditors and the independent accountants to review audit scopes, audit reports, and fee arrangements of the independent accountants. Both internal auditors and independent accountants have access to the Audit Committee without any management present in the discussions. Independent accountants are recommended by the Audit Committee for selection by the Board of Directors. The management of Bancorporation is committed to a philosophy of high ethical standards in the conduct of its business. Written policies covering conflicts of interest, community affairs, and other subjects are formulated in a Code of Conduct, which is uniformly applicable to all officers and employees of Bancorporation. REPORT OF INDEPENDENT ACCOUNTANTS (Logo - Price Waterhouse LLP) TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. In our opinion, the accompanying consolidated balance sheet and the related consolidated statements of income, of changes in stockholders' equity and of cash flows present fairly, in all material respects, the financial position of First Citizens Bancorporation of South Carolina, Inc. and its subsidiary at December 31, 1994 and 1993, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1994, in conformity with generally accepted accounting principles. These financial statements are the responsibility of Bancorporation's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. As discussed in Note 1 to the consolidated financial statements, Bancorporation changed its method of accounting for certain investments in debt and equity securities in 1994 and its method of accounting for income taxes in 1993. (Signature - Price Waterhouse LLP) PRICE WATERHOUSE LLP Columbia, South Carolina January 19, 1995 16 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEET (Dollars in thousands, except par value) December 31, 1994 1993 ASSETS Cash and due from banks (Note 2)............................ $ 89,814 $ 96,442 Interest-bearing deposits in financial institutions......... 13,950 14,950 Investment securities (Notes 1 and 3): Held-to-maturity , at amortized cost (fair value of $ 470,235 in 1994)......................................... 476,143 Available-for -sale, at fair value (amortized cost of $ 3,984 in 1994)........................................... 10,539 Investment securities at amortized cost (market value of $478,884 in 1993)........................................ 467,977 Total investment securities............................... 486,681 467,977 Gross loans (Note 4):....................................... 937,025 881,003 Less: Reserve for loan losses (Note 5).................... (19,249) (18,061) Net loans................................................... 917,776 862,942 Premises and equipment (Note 6)............................. 40,941 36,853 Other real estate owned..................................... 270 410 Interest receivable......................................... 12,126 10,651 Intangible assets........................................... 15,618 14,584 Other assets................................................ 12,005 14,169 TOTAL ASSETS............................................. $1,589,181 $1,518,978 LIABILITIES AND STOCKHOLDERS' EQUITY Deposits (Note 7): Demand..................................................... $ 215,301 $ 208,606 Time and savings........................................... 1,171,217 1,127,760 Total deposits............................................. 1,386,518 1,336,366 Federal funds purchased..................................... 11,500 8,000 Securities sold under agreements to repur chase............. 64,416 63,206 Term loan (Note 9).......................................... 13,400 14,400 Other liabilities........................................... 15,322 12,769 Total Liabilities........................................ 1,491,156 1,434,741 Stockholders' Equity (Note 10): Preferred stock............................................ 3,282 3,282 Non-voting common stock - $5.00 par value, authorized 1,000,000; issued and outstanding 1994 - 50,720 and 1993 - 52,720.................................................. 254 264 Common stock - $5.00 par value, authorized 2,000,000 issued and outstanding 1994 and 1993 - 892,813....................... 4,464 4,464 Surplus.................................................... 55,000 55,000 Undivided profits.......................................... 30,765 21,227 Unrealized gain on investment securities available for sale, net of taxes....................................... 4,260 Total Stockholders' Equity.............................. 98,025 84,237 Commitments and contingencies (Note 12) TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY............... $1,589,181 $1,518,978 The accompanying notes are an integral part of these financial statements. 17 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY CONSOLIDATED STATEMENT OF INCOME (Dollars in thousands, except per share data) Year Ended December 31, 1994 1993 1992 INTEREST INCOME: Interest and fees on loans................................. $ 75,846 $ 73,922 $ 75,186 Investment securities: Taxable.................................................. 20,290 22,870 26,258 Non-taxable............................................... 2,341 2,167 1,660 Interest-bearing deposits in financial institutions........ 832 849 899 Federal funds sold......................................... 464 331 421 99,773 100,139 104,424 INTEREST EXPENSE: Deposits (Note 7).......................................... 37,505 35,760 44,364 Short-term borrowings...................................... 2,291 1,591 1,638 Term loan (Note 9)......................................... 1,025 1,075 1,265 40,821 38,426 47,267 Net interest income......................................... 58,952 61,713 57,157 Provision for loan losses (Note 5).......................... 2,558 3,927 4,161 Net interest income after provision for loan losses......... 56,394 57,786 52,996 NONINTEREST INCOME: Service charges on deposit accounts........................ 10,390 10,462 10,164 Fees for other customer services........................... 1,401 1,429 1,347 Mortgage servicing......................................... 1,700 2,013 1,580 Bankcard discount.......................................... 1,666 1,500 1,321 Gain on sale of mortgage-backed securities................. 1,332 Insurance premiums earned.................................. 972 1,016 1,515 Other...................................................... 2,547 2,304 2,139 18,676 18,724 19,398 NONINTEREST EXPENSE: Salaries and employee benefits (Note 11)................... 27,592 26,542 24,720 Net occupancy expense of premises (Note 6)................. 3,340 3,494 3,391 Furniture and equipment expense (Note 6)................... 4,807 6,282 5,576 Stationery and supplies.................................... 1,115 1,290 1,488 FDIC insurance assessments................................. 3,020 3,271 2,645 Telephone................................................. 1,306 1,287 1,455 Consultant contracts....................................... 373 487 1,282 Amortization of intangibles................................ 4,128 3,748 3,096 Bankcard processing fees................................... 1,839 1,894 1,708 Data processing fees....................................... 4,341 693 395 Other...................................................... 8,391 8,453 8,752 60,252 57,441 54,508 Income before income taxes and cumulative effect of a change in accounting principle........................ 14,818 19,069 17,886 Applicable income tax expense (Note 8)...................... 4,969 6,286 5,785 Income before cumulative effect of a change in accounting principle................................................. 9,849 12,783 12,101 Cumulative effect on prior years (to December 31, 1992) of changing to a different method of accounting for income taxes.................................................... 221 NET INCOME.................................................. $ 9,849 $ 13,004 $ 12,101 EARNINGS PER COMMON SHARE: Income before cumulative effect of a change in accounting principle................................................. $ 10.24 $ 13.34 $ 12.61 Cumulative effect on prior years (to December 31, 1992) of changing to a different method of accounting for income taxes.................................................... .23 NET INCOME.................................................. $ 10.24 $ 13.57 $ 12.61 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING.................. 944,799 945,533 945,914 The accompanying notes are an integral part of these financial statements. 18 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Dollars in thousands) Non- Unrealized Total Voting Voting Gain On Stock- Preferred Common Common Undivided Investment holders' Stock Stock Stock Surplus Profits Securities Equity BALANCE AT DECEMBER 31, 1991....... $3,426 $267 $4,464 $40,000 $ 11,426 $59,583 Net income......................... 12,101 12,101 Preferred stock dividends.......... (175) (175) Reacquired preferred stock......... (126) 61 (65) Reacquired non-voting common stock...................... (3) (25) (28) BALANCE AT DECEMBER 31, 1992....... 3,300 264 4,464 40,000 23,388 71,416 Net income......................... 13,004 13,004 Preferred stock dividends.......... (172) (172) Transfer to surplus............... 15,000 (15,000) 0 Reacquired preferred stock......... (18) 7 (11) BALANCE AT DECEMBER 31, 1993....... 3,282 264 4,464 55,000 21,227 84,237 Unrealized gain on investment securities available-for-sale, net of tax at January 1, 1994 (Notes 1 and 3)................... $3,967 3,967 Net income......................... 9,849 9,849 Preferred stock dividends.......... (171) (171) Reacquired non-voting common stock...................... (10) (140) (150) Change in unrealized gain on investment securites available-for -sale, net of tax... 293 293 BALANCE AT DECEMBER 31, 1994....... $3,282 $254 $4,464 $55,000 $ 30,765 $4,260 $98,025 The accompanying notes are an integral part of these financial statements. 19 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY CONSOLIDATED STATEMENT OF CASH FLOWS (Dollars in thousands) Year Ended December 31, 1994 1993 1992 CASH FLOWS FROM OPERATING ACTIVITIES: Net income................................................. $ 9,849 $ 13,004 $ 12,101 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses................................ 2,558 3,927 4,161 Depr eciation and amortization........................... 8,457 8,624 7,675 (Accretion) amortization of investment securities........ (41) 1,602 1,898 Deferred income tax benefit.............................. 379 (868) (1,532) Gains on sales of mortgage-backed securities............. (1,332) Gains on sales of premises and equipment................. (100) (87) (112) (Increase) decrease in interest income accrued, not collected.............................................. (1,475) 815 (260) Increase (decrease) in accrued interest payable......... 1,344 (1,796) (2,133) Origination of loans held for resale..................... (36,001) (73,728) (46,772) Proceeds from sales of loans held for resale............. 38,134 71,424 46,572 Gains on sales of loans held for resale.................. (226) (817) (422) (Increase) decrease in other assets...................... (491) (1,365) 876 Increase (decrease) in other liabilities................ 1,209 (909) (1,966) Other operating activities............................... 42 278 NET CASH PROVIDED BY OPERATING ACTIVITIES................ 23,638 19,826 19,032 CASH FLOWS FROM INVESTING ACTIVITIES: Net increase in loans...................................... (59,299) (71,156) (62,151) Proceeds from sales of mortgage-backed securities.......... 31,090 Proceeds from maturities of investment securities, held- to-maturity.............................................. 298,526 180,028 125,854 Purchases of investment securities, held-to-maturity....... (310,675) (190,675) (212,732) Net decrease in interest-bearing deposits.................. 1,000 750 600 Proceeds from sales of premises and equipment.............. 478 246 216 Purchases of premises and equipment........................ (8,814) (6,237) (4,752) Decrease (increase) in other real estate owned............ 140 (94) (126) Increase in intangible assets............................. (5,162) (857) (4,362) NET CASH USED IN INVESTING ACTIVITIES..................... (83,806) (87,995) (126,363) CASH FLOWS FROM FINANCING ACTIVITIES: Net increase in deposits................................... 50,152 53,241 111,079 Incr ease (decrease) in federal funds purchased and securities sold under agreements to repur chase...................... 4,709 25,804 (2,288) Maturities of subordinated notes and term loan............. (1,000) (1,000) (3,300) Cash dividends paid........................................ (171) (172) (175) Reacquired preferred stock................................. (11) (66) Reacquired common stock.................................... (150) (28) NET CASH PROVIDED BY FINANCING ACTIVITIES................. 53,540 77,862 105,222 (DECREASE) INCREASE IN CASH AND DUE FROM BANKS.............. (6,628) 9,693 (2,109) CASH AND DUE FROM BANKS AT BEGINNING OF YEAR................ 96,442 86,749 88,858 CASH AND DUE FROM BANKS AT END OF YEAR...................... $ 89,814 $ 96,442 $ 86,749 Supplemental disclosures of cash flow information: Interest paid.............................................. $ 39,477 $ 40,222 $ 49,400 Income taxes paid.......................................... $ 3,362 $ 7,692 $ 6,715 The accompanying notes are an integral part of these financial statements. 20 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY ("BANCORPORATION") FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. ("PARENT") FIRST-CITIZENS BANK AND TRUST COMPANY OF SOUTH CAROLINA AND SUBSIDIARIES ("BANK") NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Dollars in thousands) The accounting and reporting policies of First Citizens Bancorporation of South Carolina, Inc. and its subsidiary, First-Citizens Bank and Trust Company of South Carolina, reflect industry practices and conform to generally accepted accounting principles in all material respects. Certain minor amounts in prior years have been reclassified to conform to the 1994 presentation. PRINCIPLES OF CONSOLIDATION: The consolidated financial statements include the accounts of First Citizens Bancorporation of South Carolina, Inc. and the consolidated financial statements of its wholly-owned subsidiary, First-Citizens Bank and Trust Company of South Carolina, and its wholly-owned subsidiaries, First Citizens Mortgage Corporation of South Carolina and Wateree Life Insurance Company. All significant intercompany accounts and transactions have been eliminated. Assets held by the Bank in trust or in other fiduciary capacities are not assets of the Bank and are not included in the accompanying consolidated financial statements. INVESTMENT SECURITIES: Effective January 1, 1994, Bancorporation adopted SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities". SFAS No. 115 requires that investments in certain equity securities that have readily determinable fair values and all investments in debt securities be classified in three categories: held-to-maturity securities reported at amortized cost; trading securities reported at fair value, with unrealized gains and losses included in earnings; and available-for-sale securities reported at estimated fair value, with unrealized gains and losses excluded from earnings and reported as a separate component of stockholders' equity. Management has reviewed the investment securities portfolio and classified all debt securities as held-to- maturity as Bancorporation has both the positive intent and the ability to hold its debt investments to maturity. These securities are carried at amortized cost in the accompanying consolidated financial statements. In addition, in accordance with SFAS No. 115, all equity securities are classified as available- for-sale and are carried at estimated fair value with unrealized gains and losses included as a component of stockholders' equity on an after-tax basis. See Note 3 for further details on the impact of adopting SFAS No. 115. Securities gains of $1,332 were recognized in 1992 on the sale of mortgage- backed securities and certain other securities and were reported as a component of noninterest income on the specific identification method. LOANS AND RESERVE FOR LOAN LOSSES: Loans are carried at their principal amount outstanding. Interest on commercial, mortgage, credit card and simple interest installment loans is accrued and recognized in operating income based upon the principal amount outstanding. Loan origination fees and direct loan origination costs are deferred and amortized over the estimated lives of the related loans as a yield adjustment. Unamortized net deferred loan costs included in loans at December 31, 1994 and 1993 were $1,184 and $1,242, respectively. In many lending transactions, collateral is obtained to provide an additional measure of security. Generally, the cash flow and earnings power of the borrower represent the primary source of repayment and collateral is considered as an additional safeguard on an acceptable risk. The need for collateral is determined on a case-by-case basis after considering the current and prospective credit worthiness of the borrower, terms of the lending transaction and economic conditions. The accrual of interest is generally discontinued, except for installment and credit card loans, when substantial doubt exists as to the collectability of principal and interest or when a loan is 90 days past due as to interest or principal. Generally, accrual of income on installment and credit card loans is discontinued and the loans are charged off after a delinquency of 120 days for unsecured loans and 180 days for secured loans and credit card loans. Loans or the portion thereof considered uncollectable are charged to the reserve for loan losses. The provision for loan losses is the amount required to maintain the reserve for loan losses at adequate levels based upon management's evaluation of factors which deserve current recognition. Factors considered by management include the Bank's past loan loss experience, composition of the loan portfolio and anticipated economic conditions including the effect on particular industries and specific borrowers. Management evaluates each major loan that has been identified as being questionable as to its ultimate repayment, including loans mentioned in examinations made by regulatory authorities. In May 1993, the Financial Accounting Standards Board ("FASB") issued SFAS No. 114, "Accounting by Creditors for Impairment of a Loan," which is effective for fiscal years beginning after December 15, 1994, with early adoption permitted. SFAS No. 114 specifies how allowances for credit losses related to certain impaired loans should be determined and generally requires impairment to be measured on the basis of discounted expected cash flows. In October 1994, FASB issued SFAS No. 118, "Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosures," which amends the income recognition requirements of SFAS No. 114. Bancorporation adopted SFAS No. 114 and SFAS No. 118 as of January 1, 1995. The impact of adoption of SFAS No. 114 and SFAS No. 118 on Bancorporation's consolidated financial statements was not material. PREMISES AND EQUIPMENT: Bank premises and equipment are reported at cost less accumulated depreciation. Depreciation is included in noninterest expense over the estimated useful lives of the assets (generally ten to forty years for buildings and improvements, and three to ten years for furniture and equipment). Leasehold improvements are capitalized and amortized to noninterest expense over the terms of the leases or the estimated useful lives of the improvements, whichever is shorter. Depreciation and amortization are calculated using straight-line and accelerated methods. Maintenance, repairs and minor improvements are included in noninterest expense as incurred. Major improvements are capitalized. Gains or losses upon retirement or other dispositions are included in the results of operations. NOTE 1 (CONTINUED ON PAGE 22) 21 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY NOTE 1 (CONTINUED FROM PAGE 21) OTHER REAL ESTATE OWNED: Other real estate owned consists of real property acquired through foreclosure or deed in lieu of foreclosure and is carried at the lower of cost or fair value minus estimated selling costs. When property is acquired, the asset is recorded at its fair value (which defines the new "cost basis") and an allowance for estimated selling costs is provided. The allowance for other real estate owned is adjusted for increases or decreases in the fair value of the assets and the allowance may not be reduced below zero. INTANGIBLE ASSETS: Goodwill and deposit based premium amounts are amortized over the expected lives of the related assets (generally 5 to 12 years) using the straight-line method of amortization. Purchased mortgage servicing rights are amortized in proportion to estimated net servicing revenue expected to be recognized over the average estimated remaining lives of the related loans (generally 8 to 10 years). The unamortized balance of purchased mortgage servicing rights was $2,942 and $3,521 for 1994 and 1993, respectively. INCOME TAXES: Effective January 1, 1993, Bancorporation adopted SFAS No. 109, "Accounting for Income Taxes". Bancorporation had previously recorded income tax expense in accordance with Accounting Principles Board No. 11, "Accounting for Income Taxes." See Note 8 for further discussion of the impact of the adoption of SFAS No. 109. Pursuant to SFAS No. 109, deferred tax assets and liabilities are recognized for the estimated future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using the enacted tax rate expected to apply to taxable income in the period in which the deferred tax assets and liabilities are expected to be realized or settled. PENSION PLAN: The Bank provides a noncontributory defined benefit pension plan covering substantially all Bank employees. Costs of the plan are funded annually on an actuarial basis to provide the trust fund with assets sufficient to meet the obligation of future benefits to be paid to the plan members. The annual contribution is sufficient to fund the normal plan costs on a current basis and fund the initial past service liability over forty years. EARNINGS PER SHARE: Earnings per share are computed using the weighted average number of voting and non-voting common shares outstanding divided into net income reduced by total dividends declared on all series of preferred stocks. FINANCIAL INSTRUMENTS: In October 1994, the FASB issued SFAS No. 119, "Disclosure about Derivative Financial Instruments and Fair Value of Financial Instruments". SFAS No. 119 requires disclosures about derivative financial instruments - futures, forward, swap and option contracts, and other financial instruments with similar characteristics. SFAS No. 119 is effective for fiscal years ending after December 15, 1994. Bancorporation has adopted SFAS No. 119 as of December 31, 1994. Bancorporation does not hold any derivative financial instruments, with the exception of certain commitments to extend credit, standby letters of credit and commitments on mortgage loans held for resale (See Notes 12 and 14). Generally, the Bank charges a fee to the customer to extend these commitments as part of its normal banking activities. These fees are initially deferred and included in loans in the Consolidated Balance Sheet. Ultimately, such fees are recorded as an adjustment of yield over the related loan's life or, if the commitment expires unexercised, recognized in income upon expiration of the commitment. NOTE 2 - CASH AND DUE FROM BANKS (Dollars in thousands) The Bank is required to maintain reserve balances with the Federal Reserve Bank of Richmond. The average reserve balance for the year ended December 31, 1994 was approximately $20,843. At December 31, 1994, approximately $23,935 in cash balances were restricted in use as a compensating balance. NOTE 3 - INVESTMENT SECURITIES (Dollars in thousands) Effective January 1, 1994, Bancorporation adopted SFAS No. 115 and recorded a $4,260 increase in stockholders' equity representing the net unrealized gain ($6,555, net of income taxes of $2,295) recorded on approximately $3,984 of equity securities classified as available-for-sale and carried at fair value (See Note 1). In prior years, these equity securities were recorded at amortized cost. Securities with aggregate par value of $244,195 at December 31, 1994 were pledged to secure public funds deposits, securities sold under agreements to repurchase, and for other purposes as required by law. There were no sales of investment securities in 1994 and 1993. The amortized cost, estimated fair value and contractual maturities of investment securities at December 31, 1994 and the amortized cost, market value and contractual maturies at December 31, 1993 are as follows: NOTE 3 (CONTINUED ON PAGE 23) 22 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY NOTE 3 (CONTINUED FROM PAGE 22) Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Value Held-to-Maturity at December 31, 1994: U. S. Government obligations: Within 1 year....................................... $268,991 $ 4 $ (3,160) $265,835 After 1 year but within 5 years..................... 166,935 (3,422) 163,513 Total............................................... 435,926 4 (6,582) 429,348 States and political subdivisions: Within 1 year....................................... 3,870 8 3,878 After 1 year but within 5 years..................... 16,111 136 (4) 16,243 After 5 years but within 10 years................... 14,467 236 (1) 14,702 After 10 years...................................... 5,537 304 5,841 Total............................................... 39,985 684 (5) 40,664 Other securities: Within 1 year....................................... 22 22 After 1 year but within 5 years..................... 100 (4) 96 After 5 years but within 10 years................... 60 (5) 55 After 10 years...................................... 50 50 Total............................................... 232 (9) 223 TOTAL HELD-TO-MATURITY AT DECEMBER 31, 1994....... $476,143 $ 688 $ (6,596) $470,235 Available-for -Sale at December 31, 1994: Marketable equity securities........................ $ 3,984 $6,572 $ (17) $ 10,539 TOTAL AVAILABLE-FOR -SALE AT DECEMBER 31, 1994............................................ $ 3,984 $6,572 $ (17) $ 10,539 Gross Gross Amortized Unrealized Unrealized Market Cost Gains Losses Value Investment Securities at Amortized Cost at December 31, 1993: U. S. Government obligations: Within 1 year............................................ $ 256,052 $ 1,501 $257,553 After 1 year but within 5 years.......................... 155,321 499 $ (185) 155,635 Total.................................................... 411,373 2,000 (185) 413,188 States and political subdivisions: Within 1 year.............................................. 8,003 14 8,017 After 1 year but within 5 years.......................... 18,833 315 19,148 After 5 years but within 10 years........................ 16,077 448 16,525 After 10 years........................................... 9,639 930 10,569 Total.................................................... 52,552 1,707 54,259 Other securities......................................... 4,052 7,393 (8) 11,437 Total Investment Securities at Amortized Cost at December 31, 1993.................................... $ 467,977 $ 11,100 $ (193) $478,884 NOTE 4 - LOANS (Dollars in thousands) Gross loans are composed of the following: December 31, 1994 1993 Real estate - construction............... $ 7,888 $ 18,952 Real estate - mortgage................... 562,687 509,314 Installment loans to individuals......... 269,693 253,874 Commercial, financial and agricultural... 96,757 98,863 $937,025 $881,003 Loans for which the original contractual interest terms were reduced during 1994 and 1993 and nonaccrual loans were not material. 23 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY NOTE 5 - RESERVE FOR LOAN LOSSES (Dollars in thousands) Activity in the reserve for loan losses is summarized as follows: 1994 1993 1992 Balance at beginning of year................. $18,061 $16,589 $15,361 Loans charged off............................ (2,150) (3,202) (3,492) Recoveries on loans previously charged off... 780 747 559 Provision for loan losses.................... 2,558 3,927 4,161 Balance at end of year....................... $19,249 $18,061 $16,589 NOTE 6 - PREMISES AND EQUIPMENT (Dollars in thousands) Premises and equipment are summarized as follows: December 31, 1994 1993 Land.............................................. $ 12,134 $ 11,026 Buildings and improvements........................ 30,013 27,129 Furniture and equipment........................... 42,184 42,173 Leasehold improvements............................ 1,516 1,583 Construction in progress.......................... 3,273 102 89,120 82,013 Less: Accumulated depreciation and amortization... (48,179) (45,160) $ 40,941 $ 36,853 Provisions for depreciation and amortization of $4,329 in 1994, $4,876 in 1993 and $4,579 in 1992 are included in noninterest expense. NOTE 7 - DEPOSITS (Dollars in thousands) Deposits and related interest expense are summarized as follows: Deposits Interest Expense December 31, Year Ended December 31, 1994 1993 1994 1993 1992 Demand.............................. $ 215,301 $ 208,606 Savings: NOW accounts..................... 343,884 339,850 $ 7,106 $ 6,308 $ 7,538 Market rate accounts............. 271,869 263,399 7,658 7,201 8,635 Other............................ 52,086 46,265 1,824 1,520 1,556 Time: Certificates of deposit in excess of $100,000.................... 71,804 69,651 3,039 2,890 3,803 Other certificates of deposit.... 431,574 408,595 17,878 17,841 22,832 $1,386,518 $1,336,366 $37,505 $35,760 $44,364 NOTE 8 - INCOME TAX EXPENSE (Dollars in thousands) The components of consolidated income tax expense are as follows: Year Ended December 31, 1994 1993 1992 Taxes currently payable: Federal................ $4,100 $6,555 $ 6,793 State.................. 490 599 524 4,590 7,154 7,317 Deferred income taxes: Federal................ 393 (859) (1,548) State.................. (14) (9) 16 379 (868) (1,532) $4,969 $6,286 $ 5,785 NOTE 8 (CONTINUED ON PAGE 25) 24 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY NOTE 8 (CONTINUED FROM PAGE 24) Effective January 1, 1993, Bancorporation adopted SFAS No. 109, "Accounting for Income Taxes." The implementation of SFAS No. 109 resulted in an increase in Bancorporation's net deferred tax asset by $221. The benefit is reflected as a cumulative effect of a change in accounting principle. The Omnibus Budget Reconciliation Act of 1993 includes a number of provisions affecting corporations including an increase in the corporate tax rate from 34% to 35% for taxable income in excess of $10 million. The effect of the tax increase was to increase the current portion of Bancorporation's tax expense by $190 and increase the deferred tax benefit by $125, resulting from an adjustment to Bancorporation's net deferred tax asset. The significant components of Bancorporation's deferred tax liabilities and assets recorded pursuant to SFAS No. 109, and included in "Other assets" in the Consolidated Balance Sheet, are as follows: DECEMBER 31, December 31, January 1, 1994 1993 1993 Deferred tax liabilities: Tax depreciation over book................................ $ 396 $ 409 $ 597 Interest income, accretion recor ded for book not taxed until realized.................................... 210 197 106 Deferred loan fees and costs.............................. 414 435 306 Pension costs for tax greater than book................... 759 652 510 Prepaid FDIC insurance premium............................ 539 Mark-to-market of equity securities....................... 2,295 Other, net................................................ 262 223 545 Total deferred tax liabilities............................ 4,875 1,916 2,064 Deferred tax assets: Allowance for loan losses................................. 6,638 6,154 5,586 T ax net operating loss carryforwards..................... 182 280 278 Employee severance and retir ement benefits............... 318 569 560 Other , net............................................... 717 402 259 Gross deferred tax assets................................. 7,855 7,405 6,683 Less deferred tax asset valuation allowance............... (182) (280) (278) Total deferred tax assets................................. 7,673 7,125 6,405 Net deferred tax assets................................... $ 2,798 $ 5,209 $ 4,341 SFAS No. 109 requires that a valuation allowance be provided if it is more likely than not that the tax benefits associated with temporary differences, including net operating loss carryforwards (NOLs), will not be realized. The Parent had NOLs of $801 at January 1, 1994 of which $182 expired during 1994. The remaining NOLs of $619 at December 31, 1994 are available to offset the Parent's future taxable income. Included as a component of Bancorporation's gross deferred tax assets at December 31, 1994 and 1993 and January 1, 1993 is $182, $280 and $278, respectively, representing the estimated tax benefits of the NOLs. The NOLs will expire in 1995 and 1996. Management has recorded a valuation allowance for the deferred tax asset related to the NOLs due to the uncertainty as to the Parent's ability (on a stand-alone basis) to generate future taxable income sufficient to realize the tax benefits of the NOLs before their expiration. There are no valuation allowances provided for any of Bancorporation's other deferred tax assets based on management's belief that it is more likely than not that the deferred tax assets will be realized. Total income tax expense differs from the amount of income tax determined by applying the U. S. statutory federal income tax rate (35% in 1994 and 1993; 34% in 1992) to pretax income as a result of the following differences: Year Ended December 31, 1994 1993 1992 Tax expense at statutory rate.............................. $5,186 $6,674 $6,081 Incr ease (decrease) in taxes resulting from: Non-taxable interest on investments..................... (966) (881) (702) State income taxes, net of federal income tax benefit............................................... 309 384 357 Other, net.............................................. 440 109 49 $4,969 $6,286 $5,785 25 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY NOTE 9 - TERM LOAN (Dollars in thousands) The outstanding balance of the floating-rate term loan was $13,400 and $14,400 at December 31, 1994 and 1993, respectively. The term loan agreement is with an unrelated financial institution and provides an interest rate floor of 7.25% and a ceiling of 12% provided Bancorporation complies with the provisions and covenants of the term loan agreement. At December 31, 1994, Bancorporation was in compliance with such provisions and covenants and the rate on the term loan was priced at 8.00%. Principal maturities of the term loan for the five years subsequent to December 31, 1994 are as follows: 1995 $1,700 1996 1,700 1997 2,500 1998 2,500 1999 2,500 Thereafter 2,500 NOTE 10 - STOCKHOLDERS' EQUITY (Dollars in thousands) Each share of voting common stock and each share of preferred stock is entitled to one vote on all matters on which stockhold ers vote. In certain cases, South Carolina law provides for class voting of shares and for voting rights of non-voting shares. Dividend rights of each series of preferred stock are cumulative and upon liquidation each preferred stockholder is entitled to payment of par value for each share owned before any distribution to holders of common stock. Each series of preferred stock may be redeemed by Bancorporation (all or any part thereof), at its option, at par or stated value. Par value and dividends paid for each series of preferred stock are scheduled as follows: AUTHORIZED Authorized Authorized Cash Par or Stated Value AND and and Dividend Per Total at December 31, OUTSTANDING Outstanding Outstanding Per Share 1994, Series Share 1994 1993 1992 1994 1993 1992 1993 and 1992 A $ 50 $ 415 $ 415 $ 415 8,305 8,305 8,305 $ 2.50 B 50 590 590 590 11,810 11,810 11,810 2.50 C 20 136 136 138 6,794 6,794 6,894 2.00 E 200 105 105 105 525 525 525 10.00 F 50 1,612 1,612 1,628 32,221 32,221 32,551 2.50 G 50 424 424 424 8,477 8,477 8,477 2.50 $3,282 $3,282 $3,300 The Bank must obtain written approval from the South Carolina Board of Financial Institutions prior to payment of dividends. Bancorporation's dividends may be restricted by the requirements of the term loan agreement described in Note 9, which requires that the Bank maintain a regulatory leveraged capital ratio of 4.00%. At December 31, 1994, the Bank's leveraged capital ratio was 5.68%. NOTE 11 - EMPLOYEE BENEFITS (Dollars in thousands) The Bank has a noncontributory defined benefit pension plan which covers substantially all of its employees. Retirement benefits under the plan are based on an employee's length of service and highest annual average compensation for five consecutive years during the last ten years of employment. Contributions to the plan are based upon the projected unit credit actuarial funding method and are limited to the amounts that are currently deductible for tax reporting purposes. The following table sets forth the plan's status at December 31: 1994 1993 Actuarial present value of benefit obligations: Accumulated benefit obligations, including vested benefits of $14,496 in 1994 and $10,593 in 1993................... $14,768 $11,104 Projected benefit obligation for service rendered to date...................................................... $19,303 $15,931 Plan assets at fair value, primarily U. S. Government obligations............................................... 16,602 15,354 Projected benefit obligation in excess of plan assets....... (2,701) (577) Unrecognized prior service cost........................... 880 92 Unrecognized net loss..................................... 3,622 1,747 Unrecognized net asset being amortized over 15 years................................................... (22) (68) Pension asset recor ded in consolidated balance sheet....... $ 1,779 $ 1,194 NOTE 11 (CONTINUED ON PAGE 27) 26 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY NOTE 11 (CONTINUED FROM PAGE 26) The following table sets forth the components of pension expense recognized in Bancorporation's consolidated financial statements: 1994 1993 1992 Service costs................... $ 1,039 $ 864 $ 730 Interest costs.................. 1,207 1,093 960 Return on plan assets........... 20 (898) (850) Net amortization and deferral... (1,245) (334) (257) Net pension expense.......... $ 1,021 $ 725 $ 583 The weighted average discount rate used in determining the actuarial present value of the projected benefit obligation was 7.00% and 7.75% for December 31, 1994 and 1993, respectively. The rate of increase in future compensation used was 5% and 6% as of December 31, 1994 and 1993, respectively. The related expected long-term rate of return on plan assets was 8.50%. The Bank has a contributory savings plan covering full-time employees who elect to participate. The Bank matches 100% of the employees' contribution of up to 3% of compensation and 50% of the employees' contribution of 4% to 6% of compensation. The matching funds contributed by the Bank are 100% vested immediately. Matching contributions provided by the Bank were $735 in 1994, $718 in 1993 and $399 in 1992 and are included in salaries and employee benefits expense. Bancorporation does not presently offer any postretirement benefits other than pensions. NOTE 12 - COMMITMENTS, CONTINGENCIES AND FINANCIAL INSTRUMENTS WITH OFF- BALANCE-SHEET RISK (Dollars in thousands) Substantially all furniture and equipment and most premises used to conduct operations are owned by the Bank. The Bank leases (only under operating leases) certain premises, land upon which branch facilities are located, and land used for parking. The leases expire over the next 21 years, and most contain renewal options from 5 to 25 years. Certain leases provide for periodic rate negotiation or escalation. The leases generally provide for payment of property taxes, insurance and maintenance costs by the Bank. Future minimum rental payments required under the Bank's noncancelable leases are aggregated as follows: 1995.......... $ 285 1996.......... 213 1997.......... 191 1998.......... 141 1999.......... 75 Later years... 151 $1,056 Rental expense, including month-to-month leases, reported in noninterest expense was $378, $346 and $324 for the years ended December 31, 1994, 1993, and 1992, respectively. There are no contingent rentals, and the expense was more than offset by sub-lease rental income of $570, $300 and $195 for the years ended December 31, 1994, 1993, and 1992, respectively. The Bank is a defendant in litigation arising out of normal banking activities. In the opinion of management and the Bank's counsel, the ultimate resolution of these matters will not have a material effect on the Bank's financial position or results of operations. The Bank is party to financial instruments with off-balance-sheet risk to satisfy the financing needs of its borrowers. These financial instruments include commitments to extend credit and standby letters of credit and financial guarantees. The Bank does not anticipate any material losses as a result of these transactions. A summary of the significant financial instruments with off-balance-sheet risk at December 31, 1994, whose contract amounts represent the associated credit risk, is as follows: Contract Amount at December 31, 1994 1993 Commitments to extend credit......................... $201,908 $163,140 Standby letters of credit and financial guarantees... 1,233 1,355 Total......................................... $203,141 $164,495 Commitments to extend credit are agreements to lend to a borrower as long as there is not a violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitments do not necessarily represent future cash requirements. The Bank evaluates each borrower's credit worthiness on a case-by-case basis using the same credit policies as for on- balance-sheet financial instruments. The amount of collateral obtained, if deemed necessary upon extension of credit, is based on management's credit evaluation of the borrower. Collateral held varies but may include accounts receivable, inventory, property plant and equipment and income producing property. Standby letters of credit and financial guarantees are conditional commitments issued by the Bank to guarantee the performance of a borrower to a third party. The evaluations of credit worthiness, consideration of need for collateral and credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to borrowers. Most of the Bank's business activity is with customers located in South Carolina. As of December 31, 1994, the Bank had no significant concentrations of credit risk in the loan portfolio. 27 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY NOTE 13 - RELATED PARTY TRANSACTIONS (Dollars in thousands) The Bank has had, and expects to have in the future, banking transactions in the ordinary course of business with its directors, officers, principal stockholders and their associates on substantially the same terms (including interest rates and collateral on loans) as those prevailing for comparable transactions with others; however, subject to the completion of length of service requirements and credit approval, all employees (except executive officers) are eligible to receive reduced interest rates on extensions of credit. The transactions do not involve more than the normal risk of collectability or present other unfavorable features. Aggregate balances and activity related to extensions of credit to officers, directors and their associates were as follows: 1994 1993 1992 Balance at beginning of year.... $ 18,968 $ 20,906 $ 22,632 New loans and additions......... 22,239 19,068 19,626 Payments and other deductions... (21,009) (21,006) (21,352) Balance at end of year.......... $ 20,198 $ 18,968 $ 20,906 During 1994, the Bank entered into a contract with First Citizens Bank of North Carolina for the purpose of outsourcing data processing services to include items processing, deposits, loans, general ledger accounting and statement rendering functions. Total expenses incurred under this contract totalled $4,473. In the past, the Bank has had a correspondent banking relationship with First Citizens Bank of North Carolina, which also acts as investment custodian. Fees paid for this service were minimal for 1994, 1993 and 1992. Certain stockholders and directors of Bancorporation are also stockholders and directors of First Citizens Bank of North Carolina and its holding company. NOTE 14 - DISCLOSURE OF FAIR VALUE OF FINANCIAL INSTRUMENTS (Dollars in thousands) SFAS No. 107, "Disclosure About Fair Value of Financial Instruments" extends existing fair value disclosure practices for some instruments by requiring entities to disclose the fair value of financial instruments, both assets and liabilities, recognized and not recognized in the statement of financial position. For Bancorporation, as for most financial institutions, approximately 95% of its assets and liabilities are considered financial instruments as defined in SFAS No. 107. Many of Bancorporation's financial instruments, however, lack an available trading market as characterized by a willing buyer and willing seller engaging in an exchange transaction. It is also Bancorporation's general practice and intent to hold its financial instruments to maturity and not to engage in trading or sales activities. Therefore, significant estimations and present value calculations were used by Bancorporation for the purposes of this disclosure. Such estimations involve judgments as to economic conditions, risk characteristics and future expected loss experience of various financial instruments and other factors that cannot be determined with precision. Following is a description of the methods and assumptions used to estimate the fair value of each class of Bancorporation's financial instruments: CASH AND SHORT-TERM INVESTMENTS: The carrying value is a reasonable estimation of fair value. INVESTMENT SECURITIES: Fair value is based upon quoted market prices, if available. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities. LOANS: For certain homogeneous categories of loans such as residential mortgages, fair value is estimated using the quoted market prices for securities backed by similar loans, adjusted for differences in loan characteristics. The fair value for other types of loans is estimated by discounting the expected future cash flows using the Bank's current interest rates at which loans would be made to borrowers with similar credit risk. As the discount rates are based on current loan rates as well as management estimates, the fair values presented may not necessarily be indicative of the value negotiated in an actual sale. DEPOSIT LIABILITIES: The fair value of demand deposits, savings accounts and certain money market deposits is the amount payable on demand at the reporting date. The fair value of fixed-maturity certificates of deposit is estimated using the rates currently offered for deposits of similar remaining maturities. FEDERAL FUNDS PURCHASED AND SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE: The carrying value is a reasonable estimation of fair value. TERM LOAN: Rates currently available to Bancorporation for debt with similar terms and remaining maturities are used to estimated fair value of existing debt. NOTE 14 (CONTINUED ON PAGE 29) 28 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY NOTE 14 (CONTINUED FROM PAGE 28) COMMITMENTS TO EXTEND CREDIT AND STANDBY LETTERS OF CREDIT: The fair value of commitments and letters of credit is based on fees currently charged for similar agreements or on the estimated cost to terminate them with the counterparties at the reporting date. SFAS No. 107 requires entitles to disclose the fair value of off-balance- sheet financial instruments for which it is practicable to estimate fair value. The fair values of commitments to extend credit and standby letters of credit are generally based upon fees charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties' credit standing. The estimated fair value of the Bank's off-balance-sheet commitments is nominal since the committed rates approximate current rates offered for commitments with similar rate and maturity characteristics and since the estimated credit risk associated with such committments is not significant. The carrying amounts and estimated fair values of Bancorporation's financial instruments are as follows: DECEMBER 31, 1994 December 31, 1993 ESTIMATED Estimated CARRYING FAIR Carrying Fair AMOUNT VALUE Amount Value Financial assets: Cash and federal funds sold........................... $ 89,814 $ 89,814 $ 96,442 $ 96,442 Interest-bearing deposits in financial institutions........................................ 13,950 14,452 14,950 14,981 Investment securities................................. 486,681 480,774 467,977 478,884 Loans................................................. 937,025 930,558 881,003 896,120 Other earning assets.................................. Financial liabilities: Deposits.............................................. 1,386,518 1,383,843 1,336,366 1,336,063 Federal funds purchased and securities sold under agreements to repur chase................. 75,916 75,916 71,206 71,206 Term loan............................................. 13,400 13,702 14,400 14,482 NOTE 15 - BANCORPORATION (Dollars in thousands) Bancorporation's principal asset is the investment in its wholly-owned subsidiary, the Bank, and the principal source of income of Bancorporation is dividends from the Bank. The approval of the South Carolina State Board of Financial Institutions is required for any dividends declared by a state bank. Bancorporation's condensed balance sheet and the related condensed statements of income and of cash flows are as follows: BALANCE SHEET DATA December 31, 1994 1993 ASSETS: Cash............................................ $ 1,444 $ 897 Investment in the Bank.......................... 101,725 93,717 Other assets.................................... 10,740 4,267 TOTAL ASSETS.................................. $113,909 $98,881 LIABILITIES AND STOCKHOLDERS' EQUITY: Term loan....................................... $ 13,400 $14,400 Other liabilities............................... 2,484 244 Stockholders' equity............................ 98,025 84,237 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY... $113,909 $98,881 NOTE 15 (CONTINUED ON PAGE 30) 29 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY NOTE 15 (CONTINUED FROM PAGE 29) INCOME STATEMENT DATA Year Ended December 31, 1994 1993 1992 REVENUES: Dividend income from the Bank............................ $2,183 $ 1,522 $ 1,612 Other.................................................... 360 348 353 2,543 1,870 1,965 EXPENSES: Interest................................................. 1,022 1,074 1,136 Other.................................................... 17 3 22 1,039 1,077 1,158 Income before undistributed earnings of the Bank and income taxes........................................... 1,504 793 807 Equity in undistributed earnings of the Bank............. 8,008 11,848 10,904 Income before income taxes.................................. 9,512 12,641 11,711 Applicable income tax benefit............................... 337 363 390 Net Income.................................................. $9,849 $13,004 $12,101 CASH FLOWS DATA Year Ended December 31, 1994 1993 1992 CASH FLOWS FROM OPERATING ACTIVITIES: Net income.................................................. $ 9,849 $ 13,004 $ 12,101 Adjustments to reconcile net income to net cash provided by operating activities: Equity in undistributed earnings of the Bank............. (8,008) (11,848) (10,904) Decrease (increase) in other assets...................... 82 21 (220) Decrease in other liabilities............................ (55) (68) (24) NET CASH PROVIDED BY OPERATING ACTIVITIES................... 1,868 1,109 953 CASH FLOWS FROM FINANCING ACTIVITIES: Repayments of term loan..................................... (1,000) (1,000) (800) Purchase of stock........................................... (150) (11) (94) Cash dividends paid......................................... (171) (171) (175) NET CASH USED IN FINANCING ACTIVITIES.................... (1,321) (1,182) (1,069) INCREASE (DECREASE) IN CASH................................. 547 (73) (116) CASH AT BEGINNING OF YEAR................................... 897 970 1,086 CASH AT END OF YEAR......................................... $1,444 $ 897 $ 970 Supplemental disclosure of cash flow information: Interest paid............................................ $1,024 $ 1,090 $ 1,139 30 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY FIRST CITIZENS BANCORPORATION BOARD OF DIRECTORS (Directors of First Citizens Bank are identical to those of First Citizens Bancorporation) JIM B. APPLE* ** President, First Citizens Bank and Trust Company of South Carolina President, First Citizens Bancorporation of South Carolina, Inc. Columbia RICHARD W. BLACKMON* ** Owner, Richard Blackmon Construction Company, Lancaster GEORGE H. BROADRICK*** Retired, Charlotte, NC THOMAS E. BROGDON Consultant, First Citizens Bank and Trust Company of South Carolina, Lancaster WILLIAM M. FAULKNER, JR. Consultant, First Citizens Bank and Trust Company of South Carolina, Sharon LAURENS W. FLOYD*** President, Dillon Provision Company, Inc., Dillon CHARLES S. HALTIWANGER*** Retired, Columbia WILLIAM E. HANCOCK, III President, Hancock Buick Company, Columbia T. J. HARRELSON Retired, Columbia ROBERT B. HAYNES Vice President and Secretary, C. W. Haynes and Company, Inc., Columbia WYCLIFFE E. HAYNES Vice President, C.W. Haynes and Company, Inc., Columbia ALBERT R. HEYWARD, II Retired, Columbia CARMEN P. HOLDING Atlanta, GA FRANK B. HOLDING* ** Executive Vice Chairman, First Citizens Bank and Trust Company, Smithfield, NC Executive Vice Chairman, First Citizens BancShares, Inc. Vice Chairman, First Citizens Bank and Trust Company of South Carolina Vice Chairman, First Citizens Bancorporation of South Carolina, Inc. DAN H. JORDAN Farmer, Nichols THOMAS W. LANE Retired, Pawleys Island RUSSELL A. MCCOY, JR.*** Consultant, State Development Board, Columbia E. HITE MILLER, SR.* ** Chairman First Citizens Bank and Trust Company of South Carolina Chairman, First Citizens Bancorporation of South Carolina, Inc. Columbia N.WELCH MORRISETTE, JR. Retired, Columbia E. PERRY PALMER President, E. P. Palmer Corporation, Palmer Memorial Chapel, Columbia J.WILLIAM PITTS, SR., MD Retired, Columbia BRUCE L. PLYLER Retired, Lancaster LLOYD H. ROWELL Retired, Lancaster WILLIAM E. SELLARS* President, C.W. Haynes and Company, Inc., Columbia HENRY F. SHERRILL* Attorney-at-Law, Columbia JACK A. STANLEY*** Retired, Lake View C. M.TUCKER, JR. Retired, Pageland *Member of the Executive Committee, First Citizens Bancorporation and First Citizens Bank **Member of the Investment Committee, First Citizens Bank ***Member of the Audit Committee, First Citizens Bancorporation and First Citizens Bank DIRECTORS OF FIRST CITIZENS MORTGAGE CORPORATION OF SOUTH CAROLINA JIM B. APPLE President, First Citizens Bank and Trust Company of South Carolina T. J. HARRELSON Retired FRANK B. HOLDING Vice Chairman, First Citizens Bank and Trust Company of South Carolina E. HITE MILLER, SR. Chairman, First Citizens Bank and Trust Company of South Carolina N.WELCH MORRISETTE, JR. Retired WILLIAM E. SELLARS President, C. W. Haynes and Company, Inc. HENRY F. SHERRILL Attorney-at-Law JANIS B. SUMMERS President, First Citizens Mortgage Corporation of South Carolina DIRECTORS OF WATEREE LIFE INSURANCE COMPANY JAY C. CASE President, Wateree Life Insurance Company Senior Vice President/Controller First Citizens Bank and Trust Company of South Carolina Treasurer and Chief Financial Officer First Citizens Bancorporation of South Carolina, Inc. FRANK B. HOLDING Vice Chairman, First Citizens Bank and Trust Company of South Carolina, Inc. C.W. JONES Senior Vice President, First Citizens Bank and Trust Company of South Carolina LINDA C. KIDD Vice President, First Citizens Bank and Trust Company of South Carolina WILLIAM E. SELLARS President, C.W. Haynes and Company, Inc. 31 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY ORGANIZATION OF FIRST CITIZENS BANK EXECUTIVE OFFICERS E. HITE MILLER, SR. Chairman FRANK B. HOLDING ViceChairman JIM B.APPLE President WILLIAM K. BRUMBACH, JR. Senior Vice President/Trust Director JAY C.CASE Senior Vice President/Controller CHARLES D.COOK Senior Vice President/Commercial Lending Director C.W. JONES Senior Vice President/Consumer Lending Director JANIS B.SUMMERS President, First Citizens Mortgage Corporation MIKE E.TOOLE Audit Director E.W.WELLS Senior Vice President/Secretary REGIONAL ADMINISTRATORS BERNARD L. DUKE Senior Vice President CHARLES S. MCLAURIN, III Senior Vice President RONALD S. NOBLETT Senior Vice President JERRY M.WILLIAMS Senior Vice President DEPARTMENT HEADS AUDITING Mike E.Toole Audit Director CENTRAL OPERATIONS J. Ronald Black Senior Vice President/Central Operations Director COMMERCIAL LOAN Charles D. Cook Senior Vice President/Commercial Lending Director COMMUNITY BANKING James A. Bennett Senior Vice President, Community Banking Director CONSUMER LOAN C.W. Jones Senior Vice President/Consumer Lending Director CONTROLLER Jay C. Case Senior Vice President/Controller HUMAN RESOURCES Carnie P. Hipp, Jr. Senior Vice President/Human Resources Director MARKETING E.W.Wells Senior Vice President/Marketing Director PRODUCT DEVELOPMENT/ MARKET RESEARCH Laura W. Messer Senior Vice President/Product Development Director TRUST William K. Brumbach, Jr. Senior Vice President/Trust Director FIRST CITIZENS BANCORPORATION EXECUTIVE OFFICERS E. HITE MILLER, SR. Chairman FRANK B. HOLDING Vice Chairman JIM B. APPLE President JAY C. CASE Treasurer E.W.WELLS Secretary OFFICERS OF FIRST CITIZENS MORTGAGE CORPORATION OF SOUTH CAROLINA JANIS B. SUMMERS President SHERRIE B. BOSTON Vice President JAY C. CASE Treasurer LINDA C. KIDD Assistant Treasurer E.W.WELLS Secretary CARNIE P. HIPP, JR. Human Resources Officer OFFICERS OF WATEREE LIFE INSURANCE COMPANY JAY C. CASE President/Treasurer FRANK B. HOLDING Vice President LINDA C. KIDD Vice President CAROL WALTON STEVENS Secretary 32 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY ADVISORY BOARD MEMBERS AIKEN Helen Blocker-Adams, President/CEO, HBA Public Relations and Communications Thomas L.Hallman, Assistant to Chancellor University of South Carolina, Aiken Richard W.Heath, President/General Manager, Satcher Motors Douglas E.Henderson, Vice President, First Citizens Bank and Trust Company of South Carolina William C.Jackson, President, Jackson Petroleum Arthur W.Rich, Attorney-at-Law Charles T.Saunders, III, General Manager, Satcher Motor Co. Holly W.Woltz, Owner, Small Animal Veterinarian Service;Vice President, Woltz Enterprises ANDERSON John B.Buice, Jr., Vice President, First Citizens Bank and Trust Company of South Carolina A.Joe Dean, Jr., Dermatologist, Anderson Skin and Cancer Clinic G.Smith File, President, Stringer Oil Co.;Vice President, Stringer LP Gas Co.;President, Smitty's Exxon Patrick B.Harris, Representative for District 9, Anderson County Ted Wayne Horsley, Vice President/Finance and Administration, The Hartwell Company Thomas P.Hughes, Agent, Equitable Life Assurance Society William H.Moorhead, Attorney-at-Law, Jones, Spitz, Moorhead and Baird Susan M.Tuten, Chief Financial Officer for Medicus, Business Manager for Diagnostic Radiology of Anderson, P.A. BARNWELL/WILLISTON Robert C.Harris, Retired, Former Owner of Barnwell People Sentinel, Barnwell County Chamber of Commerce Freddie L.Houston, Jr., Relief Supervisor, Owens Corning Co. Thomas R.Jackson, Retired, Former President of Anderson Oil Company Q.A.Kennedy, III, President, Williston Gin Company Claudia W.Peeples, Executive Director, Barnwell County United Way Terry E..Richardson, Jr., Attorney-at-Law, Ness Motley Law Firm Thomas R.Rivers, Jr., Pharmacist, Rite Aid Drugs John J.Sanders, VicePresident, First Citizens Bank and Trust Company of South Carolina Charles L.Webb, President, Webb Concrete Co. BEECH ISLAND J.E.Brannon, Investor John L.Kight, Agent, State Farm Insurance Co. Ronald S.Noblett, Senior Vice President, First Citizens Bank and Trust Company of South Carolina Steven M.Phillips, Vice President, First Citizens Bank and Trust Company of South Carolina Ernest Reddic, Jr., Pharmacist, Belvedere Pharmacy, Inc.and Beech Island Pharmacy, Inc. Belton E.Weeks, III, Attorney-at-Law, Associate Municipal Judge BISHOPVILLE John C..Bell, Jr., Retired Grady Allen Brown, Member, S.C.House of Representatives, Lee-Sumter Counties; Owner, Town and Country Barber Shop; Owner, Grady and Sons Furniture Ennis R.Bryant, Principal, Bishopville High School B.Max Johnson, Manager, American National Can Corporation Don Raemon McDaniel, Farmer C.Ronald Payne, President and Secretary, Payne and Kennedy, Inc. James R.Segars, Jr., Attorney-at-Law, Stuckey, Fata and Segars Bruce C.Snipes, Vice President, First Citizens Bank and Trust Company of South Carolina Robert D.Walden, Retired R.Travis Windham, Independent Agent, R.Travis Windham Insurance Agency BOILING SPRINGS Maureen Bujak, Operator, Boiling Springs Cruise Vacations Penny S.Guinn, Assistant Vice President/Branch Manager, First Citizens Bank Leonard F.Holden, Owner & Operator, Boiling Springs TV& Appliance Dr.Buddy Jennings, Superintendent, School District 2 Edith Martin, Michelin Martha Rost, Operator, Boiling Springs Tax & Payroll Service CHARLESTON Joseph E.Koval, President, Wulbern-Koval Company, Inc. Robert C.Lane, President, Lane Enterprises Dwight L Moody, Jr., Vice President, First Citizens Bank and Trust Company of South Carolina A.M.Quattlebaum, President, Carolina Trade Zone and Harlee-Quattlebaum Construction Company B.Owen Ravenel, Jr., D.D.S. Morris D.Rosen, Attorney-at-Law T.D.Sanders, Retired John A.Stuhr, President, J.Henry Stuhr, Inc. Gwendolyn Todd-Jones, MD, Owner, Low Country Pediatrics and Adolescents Colonel G.Kenneth Webb, Retired CHERAW Ida Mae Burch, Councilwoman, Chesterfield County Council; Co-Owner, Cheraw Packing Plant, Inc. James C.Crawford, Jr., President, B.C.Moore and Sons, Inc. M.B.Godbold, Jr., CLU, Jefferson Pilot Life Insurance Co. C.Anthony Harris, Jr., Attorney-at-Law C.H.McBride, Mayor of Cheraw Brian J.Mickleberry, Vice President, First Citizens Bank and Trust Company of South Carolina Edwin W.Robeson, Bennett Motor Company Dan L.Tillman, Jr., Partner, Dan L.Tillman and Sons Insurance Agency CHESTER Frank R.Armstrong, Retired C.Larry Haynes, Vice President, First Citizens Bank and Trust Company of South Carolina William C.Keels, Attorney, Strickland, Keels and Simms Brenda T.McBrayer, Assistant Vice President, First Citizens Bank and Trust Company of South Carolina Lewis R.Ryan, Jr., President, United Contractors, Inc. John D.Sherer, DMD Royce N.Whitesides, Owner, One Hour Martinizing Walter R.Whitman, Owner, MCON Construction Co., Inc. Arthur D.Underwood, Retired CHESTERFIELD William E.Hough, Owner, Hough Insurance Agency Emsley A.Laney, Jr., Vice President, First Citizens Bank and Trust Company of South Carolina Harold P.McLain, Area Manager, D.T.Creed, Inc. John F.McLeod, Jr., J.F.McLeod Farm and Realty Company Elizabeth M.Rivers, Owner, J.C.Rivers Farm, Inc. T.F.Sowell, Farmer Johnnie S.Thurman, Retired C.S.Watson, Owner, Watson Brothers CLEMSON James L.Bowers, Human Resources Manager, Dunlap Golf Corporation Deborah B.Dubose, Associate Vice President, Clemson University Gaston Gage, Jr., Owner, Gage Realty Company and Palmetto Appraisal Services Kenneth R.Kelley, Owner, Kelley's Gulf Service H.Mitchell Reynolds, Textile Consultant, Revman Industries;Retired, J.P.Stevens and Company, Inc. George D.Rodgers, Owner, Palmetto Insurance Associates John E.Ross, Dentist Catherine J.Smith, Retired James N.Workman, President, Trehel Corporation CLIO A.M.Calhoun, Farmer - Merchant Lila S.McColl, Jr., Farmer Derry W.McCormick, Vice President, First Citizens Bank and Trust Company of South Carolina D.H.McIntyre, Retired Charles A.Thomas, Postmaster, USPostal Service, Clio COLUMBIA Donald F.Barton, President, Barton-Cureton, Inc. Robert T.Bone, Jr., Vice President, First Citizens Bank and Trust Company of South Carolina Marvin Browstein, Owner, Brownstein Investments Georgia T.Cooper, General Manager, The Palmetto Club Richard Davis B.L.Duke, Senior Vice President, First Citizens Bank and Trust Company of South Carolina Walter G.Edwards, Jr., M.D., Columbia Nephrology Association Frank A.Floyd, Chairman, Intermark Management Corporation Robert H.Lovvorn, Jr., CLU, Chartered Financial Consultant George M.Lusk,Senior Assistant Controller General, State of South Carolina Russell A.McCoy, Jr., Consultant, State Development Board Sterling Sharpe, Professional Football Player, Greenbay Packers Ann Ready Smith William T.Smith, Jr., Judge, Dentsville Magistrate District Court Bart J.Witherspoon, Jr., M.D., Pitts Medical Associates, P.A. CONWAY William F.Brown, Jr., Sales Representative, Dorman Realty and Insurance Company Vivian Chestnut, Office Manager, Burroughs and Collins Company William F.Davis, General Manager, Pee Dee Farms Corporation and Conway Shopping Center Robert M.Floyd, Jr., President, Robert Floyd and Associates Insurance;Executive Agent, Jefferson Standard Life Insurance Company John C.Griggs, Jr., Vice President, First Citizens Bank and Trust Company of South Carolina Charles A.Hinson, Sales and Marketing, Waccamaw Land & Timber Company Ronald R.Ingle, Vice Chancellor for Academic Affairs, USC, Coastal Carolina College L.Morgan Martin, Attorney-at-Law Dennis L.Smith, Farmer and Owner, Lands Inn and Smith-Longview, Inc. Ralph Stroman, Attorney-at-Law 33 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY Hubert C.Watson, Owner, Garden City Furniture Company George L.Williams, Sr., Development Specialist City of Spartanburg COWPENS Paul Dean Abbott, Sr., AAA Fruit Markets, Abbott Farms, Abbott Sign Company and Red Star Fireworks Edward N.Brigman, Sr., Brigman Realty Co., Brigman's Exxon and Wagon Wheel Drive-In Patricia H.Cassidy, Assistant Vice President, First Citizens Bank and Trust Company of South Carolina C.Tyrone Courtney, Attorney-at-Law Berry R.Eaker, Robb's Department Store Charles C.Grant, Pine Ridge Farms and Grant Textiles Joseph L.Ponder, Joe Ponder's Used Cars, Inc. Woodrow W.Potter, Potter's Insurance Agency and Potter and Son Mercantile Co. DARLINGTON Marion Sidney Belk, President, Belk Funeral Home, Inc. Lois G.Davis, Vice President, First Citizens Bank and Trust Company of South Carolina William L.Fleming, Vice President/Customer Service, Pee Dee Electric Cooperative John K.Kimbrough, Employee Relations Representative, Wellman, Inc. John H.Martin, III, Vice President, First Citizens Bank and Trust Company of South Carolina John M.Milling, Attorney-at-Law, Milling Law Firm, P.A. DILLON Horace Arnette, President, The Arnette Company Phil B.Brown, Retired Laurens W.Floyd, President, Dillon Provision Company, Inc. J.B.Gibson, Retired Dr.Kenneth Huggins, Veterinarian and Owner, Dillon Animal Hospital Marion H."Son" Kinon, Retired Circuit Judge, Member, SCHouse of Representatives, Dillon County Fitzgerald Lytch, Owner and Operator, Lytch Sign Service Charles S.McLaurin, III, Senior Vice President, First Citizens Bank and Trust Company of South Carolina Suzanne Bell McLaurin, G.H.Bell & Son Jewelers John M.Parham, Jr., D.D.S. Charles R.Vance, III, Vice President, First Citizens Bank and Trust Company of South Carolina EASTOVER Lloyd Douglas, Owner, Richland Supply Edna W.Scott, Owner, Scott's Bar-Be-Que Robert G.Woods, Assistant Vice President, First Citizens Bank and Trust Company of South Carolina ELGIN William L.Addison, Branch Officer, First Citizens Bank and Trust Company of South Carolina Sara B.Emanuel Francis E.James Manager, Sales Representative and Training Assistant, Liberty Life Insurance Company Andrew T.Moak, Owner, Hammy's Bar-Be-Que Alex B.Robinson, Owner, Elgin IGA Roger L.Ross, President and Owner, Ross Trucking Company, Inc. John W..Wells, Attorney-at-Law FLORENCE D.Leroy Bailey, Jr., Vice President, First Citizens Bank and Trust Company of South Carolina David V.Barr, Vice President for Student Affairs, Florence-Darlington Tech Elting L."Ted" Chapman, III, Vice President, Gilbert Construction co. Joseph M.Commander, III, Administrator, Commander Nursing Home Munford G.Fuller, President, Fuller, Ward & Associates, AIA, PA William T.Jarrell, President, Jarrell Oil Company, Inc. James N.Maurer, President, WYNNRadio M.Glenn Odom, Attorney-at-Law Clyde T.Padgett, Jr., D.D.S., Padgett and Allen J.Howard Stokes, Jr.Ophthalmologist, Stokes Regional Eye Center GEORGETOWN Cephis Anderson, owner, Anderson Furniture Company Landy W.Avant, Jr., President, Georgetown Auto Parks, Inc; Owner, Landy's Cleaners Clayton M.Bull, Manager of Gas Operations, South Carolina Electric and Gas Company Peter L.M.DiVenere, Owner, DiVenere Home Center Wendell E.Hinson, Part Owner, Apache Family Campground Roy C.Jacobs, President, R. C.Jacobs Plumbing, Heating and Air Conditioning John A.Joseph, Jr., Dentist Robert R.Martin, Jr., Vice President, First Citizens Bank and Trust Company of South Carolina Sylvan L.Rosen, Attorney-at-Law Gregory Smith, Owner, Dunes Realty of Litchfield GREAT FALLS Cynthia S.Banks, Assistant Vice President, First Citizens Bank and Trust Company of South Carolina Evelyn M.Dantzler, Retired W.D.Jordan, Retired Henry S.Montgomery, Retired Daniel C.Peach, Jr., President, Peach Furniture Company T.Michael Stevenson, Owner, Stevenson-Weir Oil Company Lawrence E.Stroud, Cattle Farmer GREENVILLE David C.Austin, Vice President, First Citizens Bank and Trust Company of South Carolina L.W.Brummer, Business Management Consultant Nathaniel E.Cain, Marketing Consultant E.D.Dixon Robert Frantz, President, Frantz-Harder & Associates, Inc. Edward E.Garvin, Executive Vice President, South Carolina Steel Corporation William H.Orders, Chairman, Orders Distributing Co., Inc. Ralph A.Price, President, Eastern Business Forms, Inc. Stanley Sedran, President and Treasurer, Sedran Furs, Inc. IRMO H.Parker Evatt, Commissioner, SC Department of Corrections David M.Herndon, Owner, Friarsgate Gulf Service;President, Irmo Tire and Alignment Co., Inc. J.A.Leitner, Retired C.Robert Moseley, President, Irmo Insurance Agency, Inc. JOHNSTON/RIDGE SPRING Harry S.Bell, President, SC Farm Bureau Foundation E.Phillips Boatwright, President & Owner, Ridge Telephone James D.Davis, Assistant Principal, Aiken County School District;Co-Owner of Davis Funeral of Johnston;Co-Owner of Davis Farms R.Wendell Derrick, Partner & Manager, Derrick Equipment, Inc. Robert H.Herlong, Retired Lewis F.Holmes, Peach Grower & Soy Bean Farmer, Lewis F.Holmes Farms G.William Rauton, Jr., Cattle & Soy Bean Farmer James H.Satcher, Jr., Peach Farmer & Auto Dealer, Jim Satcher Motors John C. Timmerman, Vice President, First Citizens Bank and Trust Company of South Carolina Marynard S.Watson, R.M.Watson's Son, Inc., General Farming Larry Yonce, President, J.W.Yonce & Sons KERSHAW Johnnie W.Connell, President, Connell Oil Company Walter D.Goodman, Owner, Kershaw IGA Robert S.Hegler, D.D.S. John R. Howell, Jr., D.D.S. Carl F. Phillips, Owner, The Phillips Agency Jack W. Robinson, President, Mineral Mining Corporation Edgar R.Taylor, Owner and Pharmacist, H.T. Drugs, Inc. Nancy L.Taylor, Assistant Vice President, First Citizens Bank and Trust Company of South Carolina LAKE VIEW Larry K.Abraham, Retired Sgt. Major, US Army; Owner, Riverdale Auto Parts Gerald N.Arnette, Jr., Assistant Vice President, First Citizens Bank and Trust Company of South Carolina William F.Bullock, Farmer John C.Rogers, President and Owner, Lak Farm Center and Lake View Home and Garden Center Jimmy L.Smith, President, Carpostan Industries, Inc. J.A.Stanley, Secretary and Treasurer, Car Industries, Inc. Ann S.Wallace, President, Wallace-Green Oil and Gas Company LANCASTER Charles R.Bailey, Jr., President, Slaughter Machinery Co., Inc. Jack Barrier, District Manager, Duke Power Company Richard W.Blackmon, Owner, Blackmon Construction Company T.E.Brogdon, Consultant, First Citiz Trust Company of South Carolina H.Allen Cauthen, Jr., Consultant, Southern Energy, Inc. Troy Elmore Manager, Lancaster County Natural Gas Co. Don T.Gardner, Vice President, First Citizens Bank and Trust Company of South Carolina William L.Harper, Building Contractor Francis M.Hough, Retired Bruce L.Plyler, Retired L.H.Rowell, Retired R.Lewis Surls, Jr., President, Fred Vaughn Insurance Agency W.Carlton Thompson, C.P.A., Thompson, Davis, Cauthen and Company Jerry M.Williams, Senior Vice President, First Citizens Bank and Trust Company of South Carolina Michael G.Williams, Partner, First Palmetto Company;Owner, Mike Williams Builders LANDRUM James B.Cantrell, Vice President, First Citizens Bank and Trust Company of South Carolina A.B.Chesnutt, Chesnutt Insulation Associates H.Lloyd Howard, Attorney-at-Law John F.Lawrence, Editor, Landrum News Leader E.Hite Miller, Jr., Vice President/Br First Citizens Bank John L.Petty, Petty Funeral Home Robert E.Walker, Landrum Insurance Agency 34 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY R.Bradford Whitney, M.D., Whitney, Smith & Epstein, MD's PC LUGOFF Charles B.Baxley, Attorney-at-Law Jean M.Larkin, Owner, Frogden Farms C.Harold Varn, Jr., Dentist J.Mack Willetts, President, Town and Country Russell E.Wright, C.P.A., Owner, Russell E. Wright, C.P.A. LYMAN Rita Allison, Member/SC House of Representatives, District #36 Special Program Coordinator, Springs Industries Iddy Andrews, Information Services Coordinator, District Five Schools Robert N.Fogel, Owner, Bob's Upstate Locksmiths;Member, Lyman Town Council James C.Lindey, Owner, Lindey Insurance Agency Willie Murphy, Sr., Senior Development Technician, Cryovac Terry K.Phillips, Vice President/Branch Manager, First Citizens Bank George E.Wasson, President, American Food Systems MARION Cheryl Allread, Assistant Superintendent for Instruction, Marion School District One Byron R.Beck, Vice President, First Citizens Bank and Trust Company of South Carolina James A.Blake, Retired Superintendent, Marion School District One Emmett W.Flynn, Jr., Owner and Chief Surgeon, Marion Surgical Associates, PA James C.Thomas, President, Thomas Supply, Inc. William H.Turner, Vice President of Manufacturing, Anvil Knitwear Warren H..Wells, Owner, MI Professional Management MONCKS CORNER Dorothy C.Gatlin, Assistant Vice President/Branch Manager MOUNT PLEASANT Dennis E.O'Neill, Attorney-at-Law Howard A.Taylor, Charleston County Clerk of Court Andrew B.Thomas, Branch Manager MYRTLE BEACH Mary Basden, Vice President, Burroughs & Chapin Co., Inc. John D.Brown, Jr., Vice President, First Citizens Bank and Trust Company of South Carolina Vernie E.Dove, Business Administrator, First Presbyterian Church Anne Blackwell Ervin, Vice President, Pepsi Cola Bottling Company of Conway Robert M.Grissom, Mayor, City of Myrtle Beach Thomas W.Whitaker, M.D., Ophthalmologist Crain Woods, Retired Principal, Myrtle Beach Middle School NICHOLS Gerald M.Bane, Assistant Vice President/City Executive James A.Battle, Jr., Vice President and Treasurer, J.R.Battle and Company James M.Devers, Jr., President, Nichols Farm Supply, Inc. A.M.Hayes, Retired D.H.Jordan, Farmer Randy Lovett, Tobacco Farmer, Twin States Warehouse NORTH CAROLINA Alvie R.Evans, President, Evans Development Corp. G.Phillip Murphy, Real Estate Developer;Owner, Phil-Jo Construction Company and G. Phillip Murphy Realty James A.Rock, President, Byroc Insulation Supply, Inc. PACOLET B.Rodgers Berry, Owner, R& R Farms John C.Dover, Principal, Pacolet Junior High School and Mayor, Town of Pacolet Catherine G.Dunnaway, Branch Officer/Branch Manager, First Citizens Bank Harry B.Gosnell, Jr., Postmaster, Pacolet Post Office John E.Hogan, Retired Joanne G.Jumper, Assistant Superintendent, Spartanburg County School District #3 Lanny F.Littlejohn, President, Littlejohn Lumber Company Terry K.Phillips, Vice President, First Citizens Bank and Trust Company of South Carolina PAGELAND Thomas F.Agerton, Owner, Pageland Auto Parts C.Hamilton Hutto, Vice President, First Citizens Bank and Trust Company of South Carolina Roddy W.Outen, President, Jefferson Barns, Inc. Carl M. Tucker, III, President, C.M.Tucker Lumber Corporation SALEM Joseph J.Antonette, Retired Lawrence J.Bloomer, Manager/Keowee Division, Crescent Resources, Inc. Judy C.Hines, Owner, Talk of the Town Beauty Salon SALUDA Ted L.Coleman, Self-employed, Big Creek Hill Farm, Inc. Lester F.Hembel, Chief Flight Instructor, S.C. Helicopters, Inc. Fred M.Parkman, President, Parkman's Pharmacy, Inc. Ralph N.Riley, Doctor/Family Practice William H.Rushton, Jr., Vice President, First Citizens Bank and Trust Company of South Carolina C.David Sawyer, Jr., Attorney-at-Law, Coleman, Sawyer, Breibart and McCauley J.Claude Wheeler, Jr., Dairy and Beef Cattle Farmer P.S.White, Attorney-at-Law SHARON William B.Arthur, Vice President/City Executive, First Citizens Bank James Charles Bankhead, Jr., Bankhead Refrigeration Service, Inc. John I.Chason, Retired Phillip D.Faulkner, Assistant Vice President/Branch Manager W.M.Faulkner, Jr., Consultant, First Citizens Bank Jay Gorley, President/Owner, Northwestern, Inc. John M.Pratt, M.D. W.Park Thomson, Retired W.L.Whitesides, Jr., Whitesides Company William S.Wilkerson, III, President, John L.Gaddy Enterprises, Inc. SPARTANBURG Wallace W.Brawley, Consultant, First Citizens Bank and Trust Company of South Carolina Howard B.Carlisle, III, Chairman of the Board, Printpak Industries, Inc. Marvin Dupre Cole, Residential Builder and Realtor, Imperial Developers J.Howard Henderson, President, Copac, Inc. Roland Jones, Attorney-at-Law, Ward Law Firm Matz Lischerong, Founder and President, Primaknit, Inc.and Litex International Gaines H.Mason, Jr., Vice President, First Citizens Bank and Trust Company of South Carolina Pamela B.McCulley, Artist W.C.(Cliff) Neal, Director of Development, Uniform/Fabrics Division, Milliken and Company M.R.Price, Secretary/Treasurer, Price's Store for Men Charles A.Spann, Sr., Development Specialist, City of Spartanburg Marshall C.Stone, Jr., Retired, Milliken and Company J.William Wakefield, President, Wakefield Buick Company, Inc. Bruce B.White, President, Fiber and Yarn Associates ST.GEORGE Thomas O.Berry, Jr., Attorney-at-Law Jerome S.Bilton, President,Jim Bilton Ford H.Legrande Fender, Owner Legrande Fender, Inc. James L.Hodges, Pharmacist, Cash Discount Drugs Richard J.Rhode, Surveyor and Owner/Rhodes Land Surveying D.Carl Walters, Jr., Vice President, First Citizens Bank and Trust Company of South Carolina Thomas J.Wamer, Funeral Director, Bryant Funeral Home TRENTON Avory Bland, Jr., Owner, Bland Funeral Home E.Hite Miller, Sr., President, First Citizens Bank and Trust Company of South Carolina Grace H.Satcher, Assistant Vice President, First Citizens Bank and Trust Company of South Carolina Julius M.Vann, Partner, Vann Brothers Farm WEST COLUMBIA Dr.R.B.Antley, Optometrist, Doctors of Optometry Steven C.Cogburn, Jr., President and Owner, Cogburn's Restaurant Bobby T.Howard, Owner, Hidden Valley Country Club J.Donald Pinholster, Vice President, First Citizens Bank and Trust Company of South Carolina Russell B.Shealy, Tax Accountant Walter P."Buddy" Witherspoon, Jr., Dentist WHITMIRE Elmer R.Baker, Commercial Contractor, W.E. Baker & Son, Inc. Dr.R.L.Bledsoe, Dentist W.Hughson Green, Jr., Consumer Lending Officer, First Citizens Bank and Trust Company of South Carolina Tony A.Henderson, Supervisor, Cone Mills Cheryl Nichols, Nichols Tire Company Rev.Dolphus Rayford, Minister John F.Roche, Jr., Pharmacist, Roche Pharmacy, Inc. Karen Yannetti WOODRUFF Dr.James Coker, Woodruff Eye Clinic James M.Gibert, President, Gibert Co., Inc. (Gibert Realty Co.) Dr.J.Elwyn James, Physician/Surgeon, James- Willmot Clinic Perry C.Ouzts, Assistant Vice President, First Citizens Bank and Trust Company of South Carolina W.J.Theo, President, W.J.Theo & Sons G.Curtis Walker, B.J.Workman Memorial Hospital YORK William B.Arthur, Vice President, First Citizens Bank and Trust Company of South Carolina Manning E.Biggers, President and Owner, Faith Realty Company, Inc. Charles Bradford, Attorney-At-Law, Spratt, Mckeown & Bradford, Inc. Dr.Thomas G.Dixon, Veterinarian Dr.Gregory Greiner, Dentist William Miller, President, Miller Insurance Services Dr.Donald Shuler, Family Practitioner SPECIAL ADVISORS Edward T.Epting, Retired Henry Y.Riley, Retired 35 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY COMMUNITIES SERVED AIKEN Douglas E. Henderson Vice President/City Executive ANDERSON John B. Buice, Jr. Vice President/City Executive BALLENTINE Richard Pascal, Jr. Assistant Vice President/Manager BARNWELL John J. Sanders Vice President/City Executive BEECH ISLAND Ronald S. Noblett Senior Vice President/Regional Administrator BELVEDERE Steven M. Phillips Vice President/City Executive BISHOPVILLE Bruce C. Snipes Assistant Vice President/City Executive BOILING SPRINGS Penny S. Guinn Assistant Vice President/Manager CALHOUN FALLS Donald M. Rochelle Assistant Vice President/Manager CAYCE C. Brian McLane Assistant Vice President/Manager CHARLESTON Dwight L Moody, Jr. Vice President/City Executive CHERAW Brian J. Mickleberry Vice President/City Executive CHESTER C. Larry Haynes Vice President/City Executive CHESTERFIELD Emsley A. Laney, Jr. Vice President/City Executive CLEMSON John L. Lewis Vice President/City Executive CLIO Derry W. Mccormick Vice President/City Executive COLUMBIA Bernard L. Duke Senior Vice President/Regional Administrator/ City Executive CONWAY John C. Griggs, Jr. Vice President/City Executive COWPENS Patricia H. Cassidy Assistant Vice President/Manager DARLINGTON John H. Martin, III Vice President/City Executive DILLON Charles S. McLaurin, III Senior Vice President/Regional Administrator/ City Executive EASTOVER Robert G.Woods Assistant Vice President/Manager ELGIN William L. Addison Branch Officer/Manager FOREST ACRES Sam J. Schneider Assistant Vice President/Manager FLORENCE D. Leroy Bailey, Jr. Vice President/City Executive GEORGETOWN Robert R. Martin, Jr. Vice President/City Executive GREAT FALLS Cynthia S. Banks Assistant Vice President/City Executive GREENVILLE David C. Austin Vice President/City Executive HICKORY GROVE No Officer In Charge IRMO Lisa A. Moseley Branch Officer/Manager JACKSON L.Walker Padgett, Jr. Vice President/Manager JOANNA Wanda M. Prater Branch Officer/Supervisor JOHNSTON John C.Timmerman Vice President/City Executive KERSHAW Nancy L.Taylor Assistant Vice President/City Executive LAKE VIEW Gerald N. Arnette, Jr. Assistant Vice President/City Executive LANCASTER Don T. Gardner Vice President/City Executive LANDRUM E. Hite Miller, Jr. Vice President/Manager LEXINGTON William E. Payne, Jr. Assistant Vice President/Manager LUGOFF Byron P. Roberts Branch Officer/Supervisor LYMAN Terry K. Phillips Vice President/Manager MARION Byron R. Beck Vice President/City Executive MAULDIN Ted G. Sanders Vice President/Manager MONCKS CORNER Dorothy C. Gatlin Assistant Vice President/Manager MOUNT PLEASANT Andrew B.Thomas Branch Officer/Manager MYRTLE BEACH John D. Brown, Jr. Vice President/City Executive NICHOLS Gerald M. Bane Assistant Vice President/City Executive NORTH Betty H.Williamson Branch Officer/Manager NORTH CHARLESTON Willard S. Hewitt Vice President/Area Manager PACOLET Catherine G. Dunnaway Branch Officer/Manager PAGELAND C. Hamilton Hutto Vice President/City Executive PAWLEYS ISLAND Raymond O.Yonkers Assistant Vice President/Manager RIDGE SPRING Donna J.Wise Assistant Vice President/Manager ROCK HILL Dennis J.Stuber Vice President/City Executive SALEM Joy L. Boatwright Branch Officer/Manager SALUDA William H. Rushton, Jr. Vice President/City Executive SHARON Phillip D. Faulkner Assistant Vice President/Manager SIX MILE No Officer In Charge SOCASTEE Charles S. Page Branch Officer/Supervisor SOUTH OF THE BORDER Bobbie K. Arrington Assistant Vice President/Manager SPARTANBURG Gaines H. Mason, Jr. Vice President/City Executive SUMMERVILLE Cathy A. Heitzenrater Assistant Vice President/Area Manager ST. GEORGE D. Carl Walters, Jr. Vice President/City Executive TRENTON Grace H. Satcher Assistant Vice President/City Executive WARE SHOALS Mary P. Pearman Vice President/Manager WEST COLUMBIA J. Doyle Pinholster Vice President/Manager WESTMINSTER R. Allen Perkins Assistant Vice President/Manager WHITMIRE W. Hughson Green, Jr. Consumer Lending Officer/Manager WILLISTON Verna G. Murphy Assistant Vice President/Manager WOODRUFF Perry C. Ouzts Assistant Vice President/Manager YORK William B. Arthur Vice President/City Executive 36 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY COV3 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY COV4