FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. (Photo of a palm tree appears here) Annual Report 1995 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 $1.752 billion at December 31, 1995. Its wholly-owned subsidiary is First-Citizens Bank and Trust Company of South Carolina ("Bank"), which provides a broad range of banking services through 115 offices in 73 communities throughout the state. The Bank's subsidiary is 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 24, 1996 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 . . . . . . . . . . . . . . . . . . . . .. 17 Report of Independent Accountants . . . . . . . . . . . . . . . . 17 Consolidated Financial Statements . . . . . . . . . . . . . . . 18 Official Organization Section . . . . . . . . . . . . . . . . . 32 WILLIAM M. "BUD"FAULKNER,JR. DIRECTOR It is with deepest regrets that we report that William M."Bud"Faulkner, Jr. Died January 9,1996. 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, Interstate/Johnson Lane & Scott and Stringfellow, affect agency transactions in Bancorporation's voting common stock from time to time. There is no trading market for any class of Bancorporation's preferred stock or for its non-voting common stock. All trading activity for the classes of Bancorporation's preferred stock and non-voting common stock is in privately negotiated transactions. 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. 1995 1994 High/Low Bid Price of Voting Common Stock 1st quarter.......................... $99.25/ 95.00 $85.50/83.00 2nd quarter.......................... 106.00/ 99.75 90.00/86.50 3rd quarter.......................... 109.00/106.50 92.50/90.00 4th quarter.......................... 115.00/109.00 95.38/92.50 The approximate number of record holders of Bancorporation's voting common stock and non-voting common stock at December 31, 1995 was 1,197 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 13 of "Management's Discussion and Analysis" and in Note 10 of "Notes to Consolidated Financial Statements." THIS STATEMENT 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 1995 1994 Year FOR THE YEAR: Net income $ 12,558 $ 9,849 27.51% Net income per common share 13.13 10.24 28.22 FINANCIAL RATIOS: Net interest margin 4.33% 4.27% 1.41% Return on average assets .76 .63 20.63 Return on average stockholders' equity 12.04 10.69 12.63 Reserve for loan losses to year-end loans 1.90 2.05 (7.32) Reserve for loan losses to year-end nonperforming loans (coverage ratio) 543.50 459.62 18.25 Net loan losses to average loans .11 .15 (26.67) Equity to assets at year-end 6.40 6.17 3.73 AT YEAR-END: Assets $1,751,674 $1,589,181 10.22% Earning assets 1,591,915 1,437,656 10.73 Net loans 1,093,106 917,776 19.10 Core deposits 1,390,926 1,314,714 5.80 Total deposits 1,495,939 1,386,518 7.89 Total stockholders' equity 112,086 98,025 14.34 AVERAGES: Assets $1,651,842 $1,551,997 6.43% Earning assets 1,508,956 1,414,375 6.69 Investment securities 471,447 485,745 (2.94) Net loans 1,015,266 902,889 12.45 Deposits 1,436,548 1,373,612 4.58 Interest-bearing liabilities 1,305,347 1,237,617 5.47 Total stockholders' equity 104,267 92,161 13.14 RISK-BASED CAPITAL RATIOS: Tier 1 8.62% 8.95% (3.69)% Total 10.35 11.04 (6.25) NUMBER OF (AT YEAR-END): Common shares outstanding 943,533 943,533 Preferred shares outstanding 68,132 68,132 Banking offices 115 114 .88% ATMs 97 95 2.11 Full-time equivalent employees 946 984 (3.86) BOOK VALUE PER COMMON SHARE: $ 115.32 $ 100.41 14.85% 1 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY TO OUR STOCKHOLDERS: For First Citizens Bank, 1995 was another year of expansion. Beginning in January with the entry into Rock Hill with a temporary facility, First Citizens Bank acquired two branches in Central and Liberty in May and, in September, acquired the assets and certain liabilities of Summerville National Bank. In late December, the Rock Hill staff occupied a permanent facility which solidified First Citizens Bank's presence in that growing market. Net income for 1995 was $12.6 million, up 27.51% from the $9.8 million reported in 1994. This increase was due primarily to an increase in interest margins and noninterest income, as well as a continued emphasis on control of noninterest expenses. Also contributing to the increase in net income was a reduction in the FDIC insurance premium expense. Deposits increased by 7.98% to $1.495 billion, while net loans grew by 19.10% to $1.093 billion. Our loan growth reflected continued strength in serving our traditional consumer and small business markets. Loan quality remained strong with net loan losses to average loans of .11%, down from .15% for 1994; and, accordingly, the loan loss reserve as a percentage of gross loans outstanding was reduced to 1.90% of gross loans from 2.05% for 1994. We invite you to review the section entitled "Management's Discussion and Analysis" for additional information on our financial performance. To improve revenues, efficiency, and customer service, First Citizens Bank completed a comprehensive Profit Improvement Project in 1995. Over $2 million in recurring pretax improvements were attributable to this intense bankwide effort. As a result of this project, a goal of continuous improvement in operations has been adopted throughout management. Another significant effort was begun in late 1995 that will upgrade the sales and customer-relation skills of all banking office employees. This program, named "FC 2000," will help to competitively position First Citizens as the bank of choice in its markets. In conjunction with training our people, we have made the commitment to improve our information systems since our successful conversion to an outsourced data processing arrangement two years ago. Further automation of our branch platform and sales systems will continue through 1996 and beyond. These upgrades will insure that our customers and branch personnel will experience state of the art capabilities for opening and servicing accounts and relationships. Dramatic developments and changes in our industry are receiving much attention by the media and the public. Management of First Citizens Bank continues to monitor new technologies and delivery systems with the view that we will carefully select those initiatives which best serve our customers and markets. For example, we now sell, install, and support a PC-based business- banking product, BUSINESS EXPRESS, in conjunction with Automatic Data Processing. As we look ahead to 1996, we will continue to execute the above mentioned improvements and refinements in the way we do business. A possible softening in the economy may hamper loan demand during the year, while an increasing array of bank and nonbank competitors will challenge us in our efforts to expand market share. However, we do anticipate 1996 to be a year of good opportunity for continued increases in business volume and earnings. Our long-term commitment to asset quality remains intact, and we will again make this area a priority during 1996. The key factor supporting the optimistic outlook for our continuing progress lies in the dedication of our people. Our loyal and motivated employees readily accept the challenge of banking in the years ahead. We are grateful for the spirit of our people and for the interest and support of our stockholders, directors, and advisory board members in our efforts to provide safe, sound and secure banking to the people of South Carolina. (Signature of E. Hite Miller, Sr.) E. Hite Miller, Sr. Chairman of the Board (Signature of Frank B. Holding) Frank B. Holding Vice Chairman of the Board (Signature of 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 page 18. 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 - except per share data) (Bullet)Bancorporation earned $12,558 which represents an increase of $2,709 or 27.51% over 1994 earnings of $9,849. (Bullet)Total assets increased 10.22% for 1995 and 4.62% for 1994. Assets totaled $1,751,674 at the end of 1995. (Bullet)Average earning assets increased 6.69% for 1995 and 6.21% for 1994. Taxable equivalent net interest income rose $4,967 or 8.22% in 1995, this followed a decrease in taxable equivalent net interest income of $2,775 or 4.39% in 1994. (Bullet)The Provision for Loan Losses increased in 1995 to a total of $2,686, this following a reduction of $1,369 or 34.86% in 1994. The Reserve for Loan Losses was 1.90% of Gross Loans in 1995 compared to 2.05% of Gross Loans in 1994. The bank has experienced continuing improvement in asset quality. (Bullet)Noninterest income for 1995 increased $1,723 or 9.23% to a total of $20,390. This followed a decrease of $57 or .30% in 1994. (Bullet)Noninterest expense totaled $62,171 in 1995, this compared with $60,239 in 1994. The 1995 expenses were offset by the refund of Federal Deposit Insurance Premiums in the third quarter and reduced premiums in the third and fourth quarter of 1995. The effect of the rate reduction and premium rebate reduced expense levels by approximately $1,415 on an after tax basis in 1995. (Bullet) The return on average assets were .76% for 1995 and .63% for 1994. For the same years, the return on average stockholders' equity were 12.04% and 10.69%, respectively. (Bullet)In 1995, the ratio of average equity to average assets was 6.31% compared with 5.94% a year earlier. The risk adjusted total capital ratio was 10.35% compared with 11.04% twelve months earlier. The equity and capital ratios have been effected slightly over the past two years because of leverage created by the purchase of assets. Net income per common share for 1995 was $13.13, an increase of $2.89 compared to $10.24 for 1994. Book value per common share at year end reached a new milestone of $115.32 up from $100.41 a year ago. (Bullet)During 1995, the Bank acquired Summerville National Bank, Summerville, South Carolina and branch locations in Liberty and Central, South Carolina from another financial institution. The three locations had deposits of $51,314 and loans of $19,967. Premiums paid for these locations totaled $4,894. (Bullet)First Citizens Mortgage Corporation, a wholly owned mortgage banking company, was made a department of the Bank in 1995 in order to offer more effective customer service and broaden the Bank's mortgage activities. RETURN ON AVERAGE ASSETS (in percentages) (Bar graph appears here with the following plot points.) 1991 1992 1993 1994 1995 0.56 0.88 0.88 0.63 0.76 RETURN ON AVERAGE STOCKHOLDERS' EQUITY (in percentages) (Bar graph appears here with the following plot points.) 1991 1992 1993 1994 1995 11.37 18.6 16.57 10.69 12.04 BOOK VALUE PER COMMON SHARE AT YEAR END (Dollars) (Bar graph appears here with the following plot points.) 1991 1992 1993 1994 1995 59.35 72.04 85.62 100.41 115.32 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 1995 1994 1993 1992 1991 1990 Growth Rate SUMMARY OF OPERATIONS Interest income.................. $117,329 $99,769 $100,139 $104,424 $101,320 $94,165 4.50% Interest expense................. 53,527 40,821 38,426 47,267 56,913 54,803 (.47) Net interest income.............. 63,802 58,948 61,713 57,157 44,407 39,362 10.14 Provision for loan losses........ 2,686 2,558 3,927 4,161 4,066 2,695 (.07) Net interest income after provision for loan losses....... 61,116 56,390 57,786 52,996 40,341 36,667 10.76 Noninterest income............... 20,390 18,667 18,724 18,066 15,361 14,241 7.44 Investment securities gains (losses).................. 1,332 42 Total noninterest income......... 20,390 18,667 18,724 19,398 15,361 14,283 7.38 Salaries and employee benefits... 28,298 27,638 26,542 24,720 21,902 20,259 6.91 Other expense.................... 33,873 32,601 30,899 29,788 24,623 22,010 9.01 Total noninterest expense........ 62,171 60,239 57,441 54,508 46,525 42,269 8.02 Income before income taxes and cumulative effect of change in accounting principle............ 19,335 14,818 19,069 17,886 9,177 8,681 17.37 Applicable income taxes.......... 6,777 4,969 6,286 5,785 2,725 2 ,812 19.24 Income before cumulative effect of a change in accounting principle............ 12,558 9,849 12,783 12,101 6,452 5,869 16.43 Cumulative effect on prior years (to 12/31/92) of changing to a different method of accounting for income taxes................ 221 NET INCOME....................... $ 12,558 $ 9,849 $ 13,004 $ 12,101 $ 6,452 $ 5,869 16.43 EARNINGS PER COMMON SHARE: Income before cumulative effect of a change in accounting principle............ $ 13.13 $ 10.24 $ 13.34 $ 12.61 $ 6.63 $ 5.97 17.07 Cumulative effect on prior years (to 12/31/92) of changing to a different method of accounting for income taxes................ .23 NET INCOME....................... $ 13.13 $ 10.24 $ 13.57 $ 12.61 $ 6.63 $ 5.97 17.07 BOOK VALUE PER COMMON SHARE...... $ 115.32 $100.41 $ 85.62 $ 72.04 $ 59.35 $ 52.68 16.96 Weighted average common shar es outstanding............. 943,533 944,799 945,533 945,914 946,225 951,668 (.17) RATIOS (AVERAGES): Loans to deposits................ 70.67% 65.73% 63.45% 63.18% 67.76% 68.39% Net loan losses to loans......... .11 .15 .30 .38 .46 .29 Net interest margin.............. 4.33 4.27 4.75 4.71 4.37 4.47 Stockholders' equity to: Total assets.................... 6.31 5.94 5.33 4.74 4.91 5.00 Deposits........................ 7.26 6.71 5.99 5.31 5.53 5.66 Return on assets................. .76 .63 .88 .88 .56 .58 Return on stockholders' equity... 12.04 10.69 16.57 18.60 11.37 11.65 SELECTED AVERAGE BALANCES: Assets.......................... 1,651,842 1,551,997 1,472,592 1,373,117 1,154,209 1,008,791 10.37 Earning assets.................. 1,508,956 1,414,375 1,331,670 1,240,236 1,041,939 905,497 10.75 Investment securities........... 471,447 485,745 474,136 439,121 312,475 266,609 12.08 Loans, net of unearned income... 1,015,266 902,889 831,335 773,722 694,452 609,159 10.76 Deposits........................ 1,436,548 1,373,612 1,310,207 1,224,535 1,024,934 890,771 10.03 4 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY NET INTEREST INCOME: (Dollars in thousands) Net interest income represents the principal source of earnings for Bancorporation. Net interest income equals the amount by which interest income exceeds interest expense. For 1995, interest income represented 85.19% of revenues (interest income plus noninterest income) compared with 84.24% in 1994. Net interest income totaled $63,802 in 1995 compared with $58,948 in 1994. The growth in net interest income in 1995 was a result of growth in average earning assets due to acquisitions and promotional activities and modest increased yields on these earning assets. Net interest income to average earning assets (net interest margin) is a primary measure used in evaluating the effectiveness of the management of earning assets and liabilities funding. The net interest margin was 4.33% in 1995 compared to 4.27% in 1994. Although interest expense to average earning assets increased from 2.89% in 1994 to 3.55% in 1995, the 6.69% growth in average earning assets exceeded the 5.47% growth in average interest-bearing liabilities resulting in the increased interest margin. AVERAGE NET LOANS (Net of Unearned Income) (Dollars in millions) (Bar graph appears here with the following plot points.) 1991 1992 1993 1994 1995 695 774 831 903 1015 AVERAGE EARNING ASSETS (Dollars in millions) (Bar graph appears here with the following plot points.) 1991 1992 1993 1994 1995 1042 1240 1332 1414 1509 AVERAGE DEPOSITS (Dollars in millions) (Bar graph appears here with the following plot points.) 1991 1992 1993 1994 1995 1025 1225 1310 1374 1437 AVERAGE ASSETS (Dollars in millions) (Bar graph appears here with the following plot points.) 1991 1992 1993 1994 1995 1154 1373 1473 1552 1652 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, 1995 1994 1993 AVERAGE INTEREST Average Interest Average Interest BALANCE REV/EXP YIELD* Balance Rev/Exp Yield* Balance Rev/Exp Yield* INTEREST-EARNING ASSETS: Loans, net of unearned interest**..................... $1,015,266 $ 90,325 8.90% $ 902,889 $ 76,077 8.43% $ 831,335 $ 74,260 8.93% Taxable investment securities..................... 433,717 24,110 5.56 439,888 20,290 4.61 434,003 22,870 5.27 Non-taxable investment securities..................... 37,730 3,097 8.21 45,857 3,602 7.85 40,133 3,335 8.31 Federal funds sold.............. 9,009 520 5.77 11,369 464 4.08 10,922 331 3.03 Other earning assets............ 13,234 886 6.69 14,372 832 5.79 15,277 849 5.56 Total interest-earning assets........................ 1,508,956 118,938 7.88 1,414,375 101,265 7.16 1,331,670 101,645 7.63 NONINTEREST-EARNING ASSETS: Cash and due from banks......... 78,275 77,251 80,079 Premises and equipment.......... 42,028 37,973 37,869 Other , less reserve for loan losses.................... 22,583 22,398 22,974 Total noninterest-earning assets........................ 142,886 137,622 140,922 TOTAL ASSETS.................... $1,651,842 $1,551,997 $1,472,592 INTEREST-BEARING LIABILITIES: Deposits........................ $1,210,281 $ 48,026 3.97 $1,167,826 $ 37,505 3.21 $1,116,377 $ 35,760 3.20 Federal funds purchased and securities sold under agreements to repur chase.................... 82,649 4,504 5.45 55,982 2,291 4.09 54,409 1,591 2.92 Long-term debt.................. 12,417 997 8.03 13,809 1,025 7.42 14,817 1,075 7.26 Total interest-bearing liabilities.................. 1,305,347 53,527 4.10 1,237,617 40,821 3.30 1,185,603 38,426 3.24 Net interest spread............. 3.78 3.86 4.39 NONINTEREST-BEARING LIABILITIES: Demand deposits................. 226,267 205,786 193,830 Other liabilities............... 15,961 16,433 14,690 Total noninterest-bearing liabilities................... 242,228 222,219 208,520 Stockholders' equity............ 104,267 92,161 78,469 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY............ $1,651,842 $1,551,997 $1,472,592 Net interest income............. $ 65,411 $ 60,444 $ 63,219 Interest income to earning assets................. 7.88 7.16 7.63 Interest expense to earning assets................. 3.55 2.89 2.88 Net interest income to earning assets................. 4.33 4.27 4.75 *Taxable equivalent yield was calculated using the incremental statutory federal income tax rate of 35%. **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 TABLE 3: TAXABLE EQUIVALENT RATE/VOLUME VARIANCE ANALYSIS (Dollars in thousands) 1995 Compared to 1994 1994 Compared to 1993 Net Net Interest Change Due To Increase Change Due To Increase 1995 1994 1993 Rate Volume** (Decrease) Rate Volume** (Decrease) INTEREST INCOME* Loans.................................... $ 90,325 $ 76,077 $ 74,260 $ 4,250 $ 9,998 $14,248 $ (4,573) $6,390 $ 1,817 Investment securities: Taxable................................. 24,110 20,290 22,870 4,163 (343) 3,820 (2,890) 310 (2,580) Non-taxable............................. 3,097 3,602 3,335 162 (667) (505) (209) 476 267 Total investment securities.......... 27,207 23,892 26,205 4,325 (1,010) 3,315 (3,099) 786 (2,313) Other earning assets..................... 886 832 849 130 (76) 54 33 (50) (17) Federal funds sold and securities purchased under agreements to resell............................... 520 464 331 192 (136) 56 119 14 133 Total earning assets.................. 118,938 101,265 101,645 8,897 8,776 17,673 (7,520) 7,140 (380) INTEREST EXPENSE NOW accounts............................ 7,362 7,106 6,308 370 (114) 256 108 690 798 Market Rate accounts.................... 8,139 7,658 7,201 873 (392) 481 81 376 457 Other accounts.......................... 2,467 1,824 1,520 378 265 643 104 200 304 Certificates of Deposit in excess of $100,000..................... 2,890 3,039 2,890 (1,510) 1,361 (149) 378 (229) 149 Other certificates of deposit........... 27,168 17,878 17,841 7,498 1,792 9,290 (153) 190 37 Total deposits........................ 48,026 37,505 35,760 7,609 2,912 10,521 518 1,227 1,745 Federal funds purchased and securities sold under agreements to repur chase.......................... 4,504 2,291 1,591 760 1,453 2,213 654 46 700 Long-term debt........................... 997 1,025 1,075 84 (112) (28) 23 (73) (50) Total interest-bearing liabilities.... 53,527 40,821 38,426 8,453 4,253 12,706 1,195 1,200 2,395 Net interest income...................... $ 65,411 $ 60,444 $ 63,219 $ 444 $ 4,523 $ 4,967 $ (8,715) $5,940 $ (2,775) *Interest income includes a taxable equivalent adjustment of $1,609, $1,492 and $1,506 for 1995, 1994 and 1993, respectively, using the incremental statutory federal income tax rate of 35% for those years. **Volume-rate changes have been allocated to each category based on the percentage of each to the total change. INVESTMENT SECURITIES: (Dollars in thousands) At December 31, 1995, the investment portfolio was $464,981 compared to $486,681 in 1994. 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 87.55% U.S. Government obligations at year-end 1995 as compared to 89.57% at year-end 1994. The remainder of the investment portfolio principally consists of municipal bonds and notes, owned by Bancorporation. Average investment securities as a percentage of average earning assets decreased from 34.34% in 1994 to 31.24% in 1995 due in part to the Bank's ability to employ the required 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 12.0 months at December 31, 1995 as compared to 9.2 months at December 31, 1994. At year-end, the market value of the held-to-maturity portfolio was $4,994 above book value, consisting of unrealized gains of $5,056 and unrealized losses of $62. The equity securities classified as available for sale are principally comprised of 183,600 shares of Class A and 45,900 shares of Class B stock in First Citizens Bancshares of North Carolina. These two issues accounted for 93.20% of the total dollar amount of equity securities. 7 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY TABLE 4: INVESTMENT SECURITIES ANALYSIS (Dollars in thousands) 1995 1994 1993 TAXABLE BOOK MARKET EQUIVALENT Book Market Book Market VALUE VALUE YIELD* Value Value Value Value U. S. Government obligations: Within one year...................... $210,875 $212,199 6.08% $268,991 $265,835 $256,052 $257,533 One to five years.................... 196,198 198,726 6.32 166,935 163,513 155,321 155,635 Five to ten years.................... Total.............................. 407,073 410,925 6.20 435,926 429,348 411,373 413,168 States and political subdivisions: Within one year...................... 4,445 4,454 6.49 3,870 3,878 8,003 8,017 One to five years.................... 13,927 14,131 7.28 16,111 16,243 18,833 19,148 Five to ten years.................... 21,249 21,755 8.78 14,467 14,702 16,077 16,525 Over ten years....................... 3,131 3,555 11.20 5,537 5,841 9,639 10,569 Total.............................. 42,752 43,895 8.23 39,985 40,664 52,552 54,259 Other securities: One to five years.................... 918 924 6.31 100 96 100 101 Five to ten years.................... 195 194 8.17 60 55 60 60 Over ten years....................... 858 852 5.81 50 50 50 54 Total.............................. 1,971 1,970 6.28 210 201 210 215 Total interest-earning investments.... 451,796 456,790 6.18 476,121 470,213 464,135 467,642 Stock and other investments........... 13,185 13,185 10,560 10,560 3,842 11,222 Total portfolio.................... $464,981 $469,975 6.18 $486,681 $480,773 $467,977 $478,864 *Taxable equivalent yield was calculated using the incremental statutory federal income tax rate of 35%. 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 1995, Bancorporation recorded a $5,934 increase in stockholders' equity ($9,129, net of tax effect of $3,195) on equity securities classified as available-for-sale and carried at estimated fair value. LOANS: (Dollars in thousands) Loans comprise the major portion of earning assets of Bancorporation with average loans accounting for 67.28% and 63.84% of average earning assets in 1995 and 1994, respectively. Gross loans increased $177,234 or 18.91% to $1,114,259 in 1995, up from $937,025 in 1994. Of the total increase of $177,234 from 1994 to 1995, $20,311 represent loans obtained in acquisitions. The remaining loan growth of $156,923 represents an internal growth rate for loans of 16.75% for 1995. Demand for all types of loans was strong for 1995. The largest portion of the increase in total loans was attributable to an increase in loans secured by 1-4 family residential properties which increased $70,286 or 18.02% followed closely by loans to individuals for household, family and other personal expenditures which increased $63,124 or 23.41% in 1995. The portfolio mix did not change significantly in 1995 and no major change is expected in 1996. 8 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY TABLE 5: DISTRIBUTION OF LOANS (Dollars in thousands) December 31, 1995 1994 1993 1992 1991 % OF % of % of % of % of TOTAL Total Total Total Total BALANCE LOANS Balance Loans Balance Loans Balance Loans Balance Loans TYPE OF LOANS: Real estate loans: Construction and land development......... $ 16,334 1.47 $ 7,888 .84 $ 18,952 2.15 $ 23,136 2.86 $ 23,741 3.17 Secured by 1-4 family residential properties... 459,283 41.22 388,997 41.51 345,624 39.23 286,372 35.45 253,799 33.90 Commercial................ 200,088 17.96 173,690 18.54 163,690 18.58 161,959 20.05 148,648 19.85 Loans for purchasing and carrying securities...... 614 .06 484 .05 469 .05 237 .03 2,143 .29 Loans to farmers........... 6,338 .57 5,843 .62 5,271 .60 5,175 .64 6,375 .85 Commercial and industrial loans.......... 92,641 8.31 84,900 9.06 86,039 9.77 84,392 10.45 78,220 10.45 Loans to individuals for household, family, and other personal expenditures.............. 332,817 29.86 269,693 28.79 253,874 28.82 240,635 29.78 232,002 30.99 Other loans, all attributable to domestic operations................ 6,144 .55 5,530 .59 7,084 .80 5,969 .74 3,748 .50 Total loans............. $1,114,259 100.00 $937,025 100.00 $881,003 100.00 $807,875 100.00 $748,676 100.00 The bank desires to make business loans for productive purposes where the business has adequate capital and management expertise to succeed. Consumer loans are granted for many purposes provided the underwriting criteria is met. The ability and willingness of the borrower to repay debt are primary to the credit decision. Repayment ability is established by review of past and future cash flow coverage for a business or debt to income ratio for a consumer. The willingness of the borrower to repay debt is reviewed through trade credit for business and credit bureau reports and other traditional methods for a consumer loan. Collateral guarantees, loan to value ratios, and terms of a loan are based on industry and or regulatory standards depending on the loan purpose and the composition of the collateral provided. TABLE 6: MATURITIES AND RATE SENSITIVITY OF SELECTED LOANS - DECEMBER 31, 1995 (Dollars in thousands) Over 1 Over 1 Year through 5 TOTAL or less 5 Years Years TYPES OF LOANS: Construction and land development.................. $ 16,334 $12,577 $ 3,757 Commercial, financial and agricultural............. 105,737 35,590 51,811 $18,336 Total............................................. $122,071 $48,167 $55,568 $18,336 RATE SENSITIVITY FOR SELECTED LOANS (OVER ONE YEAR): Predetermined rate................................. $ 41,386 $32,481 $ 8,905 Floating or adjustable rate........................ 32,518 23,087 9,431 Total............................................. $ 73,904 $55,568 $18,336 PROVISION AND RESERVE FOR LOAN LOSSES: (Dollars in thousands) The provision for loan losses totaled $2,686 in 1995 exceeding net credit losses by $1,607. The provision was higher by $128 or 5.00% from the $2,558 taken in 1994. Bancorporation manages credit risk through a variety of methods including credit scoring, loan type parameters and underwriting. In addition, credit management is centralized using a standardized system of controls and subjecting the portfolio to detailed credit reviews by individuals independent of the lending function. In establishing an appropriate level of reserve, the financial condition of the individual borrower is assessed and a determination of the value and adequacy of the underlying collateral and loss and delinquency trends are considered. The management of Bancorporation believe that the allowance for loan losses of $21,153 provides adequate coverage against potential loss exposure as of December 31, 1995, although no assurance can be given that the on-going evaluation of the portfolio in light of economic conditions will not warrant additional provisions. Improved conditions within Bancorporation's loan and commitments portfolio including reduced delinquencies and continued economic improvement, led to a reduction in the reserve from 2.05% of gross loans in 1994 to 1.90% in 1995. Coverage ratios of nonperforming loans was 543.50% for 1995 and 459.62% for 1994. Net loan losses totaled $1,079 or .11% of average loans, a decrease of $291 or 21.24% from $1,370 or .15% of average loans in 1994. Recoveries represented 44.78% of gross loans charged off versus 36.28% in 1994. 9 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY Bancorporation maintains the reserve for loan losses to absorb possible losses in the loan portfolio. The reserve consists of three elements: (i) reserves established on specific loans, (ii) reserves based on historical loan loss experience and, (iii) reserves based on economic conditions in Bancorporation's individual markets. The specific reserve element is based on a regular analysis of all loans and commitments over a fixed dollar amount where the internal credit rating is at or below a predetermined classification. The historical loan loss element represents a projection of future credit problems as determined by estimates and analysis that examine loss experience and trends in the portfolio. The general economic condition element is determined by management and is based on knowledge of specific economic and individual markets served and how those markets might affect the collectibility of loans and the marketability of loan collateral in those markets. Bancorporation is committed to early recognition of possible loan problems and to a strong loan loss reserve. TABLE 7: ANALYSIS OF RESERVE FOR LOAN LOSSES (Dollars in thousands) 1995 1994 1993 1992 1991 Beginning loan loss reserve............... $19,249 $18,061 $16,589 $15,361 $13,301 Charge-offs: Commercial, financial and agricultural... 35 22 Real estate - mortgage................... 421 607 1,587 1,524 976 Commercial loans to individuals.......... 462 362 356 578 1,106 Installment loans to individuals......... 1,036 1,181 1,259 1,391 1,727 Total charge-offs...................... 1,954 2,150 3,202 3,493 3,831 Recoveries: Commercial, financial and agricultural... 10 5 12 66 Real estate - construction............... 10 Real estate - mortgage................... 294 265 238 80 130 Commercial loans to individuals.......... 190 167 195 86 155 Installment loans to individuals......... 391 338 309 372 309 Total recoveries....................... 875 780 747 560 660 Total net charge-offs.................. 1,079 1,370 2,455 2,933 3,171 Provision for loan losses................. 2,686 2,558 3,927 4,161 4,066 Reserves related to acquisitions.......... 297 1,165 Ending loan loss reserve.................. $21,153 $19,249 $18,061 $16,589 $15,361 TABLE 8: ALLOCATION OF RESERVE FOR LOAN LOSSES (Dollars in thousands) December 31, 1995 1994 1993 1992 1991 % OF % of % of % of % of LOANS Loans Loans Loans Loans TO TOTAL to Total to Total to Total to Total RESERVE LOANS Reserve Loans Reserve Loans Reserve Loans Reserve Loans Real estate - construction............ $ 100 1.47 $ 16 .84 $ 9 2.15 $ 45 2.86 $ 94 3.17 Real estate - mortgage... 7,508 59.17 3,719 60.05 5,096 57.81 4,043 55.50 2,683 53.75 Installment loans to individuals............. 2,562 29.87 1,792 28.78 1,855 28.82 1,602 29.79 1,596 30.99 Commercial, financial and agricultural........ 1,581 9.49 1,015 10.33 1,257 11.22 1,077 11.85 823 12.09 Unallocated.............. 9,402 12,707 9,844 9,822 10,165 Total................. $21,153 100.00 $19,249 100.00 $18,061 100.00 $16,589 100.00 $15,361 100.00 10 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY TABLE 9: ANALYSIS OF ASSET QUALITY (Dollars in thousands) 1995 1994 1993 1992 1991 % OF % of % of % of % of TOTAL Total Total Total Total BALANCE LOANS Balance Loans Balance Loans Balance Loans Balance Loans RISK ELEMENTS: Nonaccrual loans................ $3,323 .30 $2,865 .31 $2,323 .26 $3,540 .44 $4,131 .55 Restructured loans.............. 569 .05 1,323 .14 2,094 .24 1,166 .14 1,037 .14 Total nonperforming loans..... 3,892 .35 4,188 .45 4,417 .50 4,706 .58 5,168 .69 Loans past due 90 days.......... 1,747 .16 827 .09 1,016 .12 812 .10 525 .07 Total......................... $5,639 .51 $5,015 .54 $5,433 .62 $5,518 .68 $5,693 .76 NONPERFORMING ASSETS: Commercial, financial and agricultural................... $ 951 .09 $ 238 .03 $ 305 .03 $ 157 .02 $ 207 .03 Consumer........................ 38 .00 106 .01 85 .01 54 .01 68 .01 Real estate..................... 2,903 .26 3,844 .41 4,027 .46 4,495 .55 4,893 .65 Total nonperforming loans..... 3,892 .35 4,188 .45 4,417 .50 4,706 .58 5,168 .69 Other real estate owned......... 473 .04 270 .03 410 .05 315 .04 190 .03 Total nonperforming assets/... $4,365 .39 $4,458 .48 $4,827 .55 $5,021 .62 $5,358 .72 ASSET QUALITY RATIOS: Reserve to year -end loans...... 1.90% 2.05% 2.05% 2.05% 2.05% Net loan losses to average loans .11 .15 .30 .38 .46 Coverage ratio.................. 543.50 459.62 408.90 352.51 297.23 Any loans classified by the Bank or regulatory examiners as loss, doubtful, substandard or special mention that have been disclosed hereunder, or under the "Loans" or "Asset Quality" narrative discussions do not (1) represent or result from trends or uncertainties that management expects will materially impact future operating results, liquidity or capital resources, or (2) 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. Interest income related to nonaccrual and restructured loans that would have been recognized if such loans were current in accordance with their original contractual terms did not differ materially from the amounts actually recognized. Based upon an ongoing assessment of risk elements in the portfolio and factors affecting credit quality, it is management's opinion that there are currently no significant unidentifed potential problem credits. However, factors affecting a borrower's repayment ability may change quickly because of changing economic conditions and other factors that may affect loan quality. FUNDING SOURCES: (Dollars in thousands) Bancorporation's primary source of funding continues to be its deposit base. Average deposits increased 4.58% to $1,436,548 in 1995 from $1,373,612 in 1994. At year-end, deposits had increased $109,421 or 7.89%. The acquisitions accounted for $51,314 or 46.90% 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 one hundred thousand dollars. At year-end 1995, $1,390,926 or 92.98% of total deposits of $1,495,939 were considered core deposits. A year ago, $1,314,714 or 94.82% of total deposits of $1,386,518 were considered core deposits. Purchased funds, which consist of large time deposits and short-term borrowings, are another source of funds. At year-end 1995, large time deposits increased $33,209 or 46.25% to $105,013 as compared to $71,804 in 1994. Short- term borrowings, which consist of federal funds purchased, securities sold under agreements to repurchase and other short-term borrowings, averaged $82,649 in 1995 compared to $55,982 in 1994, an increase of 47.63%. TABLE 10: TIME DEPOSITS OF $100,000 AND OVER (Dollars in thousands) December 31, 1995 1994 1993 3 months or less.................. $ 65,576 $25,187 $27,581 Over 3 months through 6 months.... 17,113 11,258 12,207 Over 6 months through 12 months... 12,456 19,473 21,945 Over 12 months.................... 9,868 15,886 7,918 Total........................... $105,013 $71,804 $69,651 Percent of total deposits......... 7.02% 5.18% 5.21% 11 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY TABLE 11: DEPOSIT ANALYSIS (Dollars in thousands) Year Ended December 31, 1995 1994 1993 AVERAGE AVERAGE Average Average Average Average BALANCE RATE Balance Rate Balance Rate Demand deposits.................... $ 226,267 $ 205,786 $ 193,830 NOW accounts....................... 340,342 2.16% 345,626 2.06% 312,127 2.02% Market rate savings................ 263,819 3.09 276,503 2.77 262,945 2.74 Regular and premium savings........ 55,475 4.45 49,501 3.68 44,065 3.45 Time deposits of $100,000 & over... 93,953 5.64 73,640 4.13 79,185 3.65 Other time deposits................ 456,692 5.42 422,556 4.23 418,055 4.27 Total deposits................... $1,436,548 3.34 $1,373,612 2.73 $1,310,207 2.73 TABLE 12: FEDERAL FUNDS PURCHASED AND SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE ANALYSIS (Dollars in thousands) 1995 1994 1993 AMOUNT RATE Amount Rate Amount Rate AT YEAR-END*: Federal funds purchased........................... $ 20,600 6.13% $11,500 6.21% $ 8,000 3.25% Securities sold under agreements to repur chase... 97,907 4.66 64,416 5.47 63,206 2.87 Total............................................ $118,507 4.91 $75,916 5.58 $71,206 2.91 AVERAGE FOR THE YEAR: Federal funds purchased........................... $ 3,835 6.22 $ 3,824 4.58 $ 4,750 3.26 Securities sold under agreements to repur chase... 78,814 5.41 52,158 4.05 49,659 2.89 Total............................................ $ 82,649 5.45 $55,982 4.09 $54,409 2.92 MAXIMUM MONTH-END BALANCE: Federal funds purchased........................... $ 20,600 $20,100 $21,500 Securities sold under agreements to repur chase... 97,907 70,918 65,807 *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 increased 9.23% to $20,390 in 1995, compared to $18,667 in 1994. Much of the increase was due to an increase in the number of deposit accounts and an increased emphasis on collecting service fees formerly waived. Also, at December 31, 1995, the mortgage loan servicing portfolio, which included $35,021 for the Bank, totaled $520,349 compared to $509,889 in 1994. Mortgage loans serviced but owned by independent investors, are all one- to four family residential mortgage loans which are reported at the lower of cost or market, as determined by outstanding commitments from investors or current investor yield requirements, calculated on an aggregate basis. Servicing income from independent investors, net of related amortization, was $679 in 1995. TABLE 13: NONINTEREST INCOME: (Dollars in thousands) December 31, % % % CHANGE Change Change 1995 95/94 1994 94/93 1993 93/92 Service charges on deposit accounts... $11,348 9.35% $10,378 (8.02)% $10,462 2.93% Fees for other customer services...... 1,392 (7.81) 1,510 5.67 1,429 6.09 Mortgage servicing.................... 1,974 16.12 1,700 (15.55) 2,013 27.41 Credit card discount.................. 1,944 16.69 1,666 11.07 1,500 13.55 Insurance premiums earned............. 1,182 29.61 912 (10.24) 1,016 (32.94) Other................................. 2,550 1.96 2,501 8.55 2,304 7.71 Total............................... $20,390 9.23 $18,667 (.30) $18,724 (3.47) 12 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY NONINTEREST EXPENSE: (Dollars in thousands) Total noninterest expense for 1995 increased 3.21% to $62,171 from $60,239 in 1994. The largest component of this increase was in the amortization of intangibles resulting from acquisition activity which was partially offset by decreases in furniture and equipment expense due to lower depreciation and equipment expense resulting from the outsourcing of data processing in 1994 and 1993. Salaries and employee benefits expense increased 2.39% in 1995 as compared to 3.96% in 1994. This increase is primarily the result of merit salary increases in the Bank and the additional salary expense associated with the acquisitions. Net occupancy expense increased 7.16% from $3,340 in 1994 to $3,579 in 1995. Due to premium reduction and refunds, FDIC insurance expense decreased 42.25% from $3,020 in 1994 to $1,744 in 1995. TABLE 14: NONINTEREST EXPENSE (Dollars in thousands) December 31, % % % CHANGE Change Change 1995 95/94 1994 94/93 1993 93/92 Salaries and employee benefits...... $28,298 2.39% $27,638 4.13% $26,542 7.37% Net occupancy expense of premises... 3,579 7.16 3,340 (4.41) 3,494 3.04 Furniture and equipment expense..... 3,838 (19.99) 4,797 (23.64) 6,282 12.66 Stationery and supplies............. 1,176 5.47 1,115 (13.57) 1,290 (13.31) FDIC insurance assessments.......... 1,744 (42.25) 3,020 (7.67) 3,271 23.67 Telephone........................... 1,260 (3.52) 1,306 1.48 1,287 (11.55) Amortization of intangibles......... 5,677 37.52 4,128 10.14 3,748 21.06 Bankcard processing fees............ 2,045 11.20 1,839 (2.90) 1,894 10.89 Data processing fees................ 4,559 50.22 4,341 526.41 693 75.44 Other............................... 9,995 14.69 8,715 (2.52) 8,940 (10.90) Total.............................. $62,171 3.21 $60,239 4.87 $57,441 5.38 INTANGIBLE ASSETS: (Dollars in thousands) At year end 1995, intangible assets totaled $16,710, representing a $1,092 net increase over $15,618 in 1994. Annual amortization expense related to intangible assets was $5,677 or 37.52% higher than last year's expense of $4,128. The increase in expense was due primarily to goodwill amortization expense associated with additional acquisitions during 1995 and a full years amortization for those acquisitions made in 1994. TABLE 15: INTANGIBLE ASSETS (Dollars in thousands) December 31, 1995 1994 1993 BALANCE AMORTIZATION Balance Amortization Balance Amortization INTANGIBLE ASSETS: Goodwill.............................. $ 9,802 $2,387 $ 6,482 $1,518 $ 3,280 $ 921 Deposit based premium................. 4,234 1,995 6,194 1,587 7,783 1,824 Purchased mortgage servicing rights... 2,674 1,295 2,942 1,023 3,521 1,003 Total............................... $16,710 $5,677 $15,618 $4,128 $14,584 $3,748 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 intangible assets. Tier 2 capital consists of mandatory 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 8.62% compared to 8.95% in 1994. The total risk-based capital ratio was 10.35% compared to 11.04% in 1994. Both of these measures compare favorably with the regulatory minimums of 4.00% Tier 1 and 8.00% for total risk-based capital. 13 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY TABLE 16: CAPITAL ADEQUACY (Dollars in thousands - except per share data) December 31, 1995 1994 1993 1992 1991 TOTAL STOCKHOLDERS' EQUITY: Year-end............................ $112,086 $98,025 $84,237 $71,416 $59,583 Average............................. 104,267 92,161 78,469 65,059 56,727 Book value per common share......... 115.32 100.41 85.62 72.04 59.35 Return on average equity............ 12.04% 10.69% 16.57% 18.60% 11.37% Tier 1 capital ratio................ 8.62 8.95 8.49 7.05 5.81 Total risk-based capital ratio...... 10.35 11.04 10.85 9.70 8.77 INTERNAL CAPITAL GENERATION: Return on average equity............ 12.04% 10.69% 16.57% 18.60% 11.37% Earnings retention rate............. 98.64 96.73 98.59 97.79 96.61 Internal capital generation rate*... 11.88 10.34 16.34 18.19 10.98 *Return on Equity x Earnings Retention Rate = Internal Capital Generation Rate INCOME TAXES: (Dollars in thousands) Applicable income taxes increased $1,808 or 36.39% for the year. Income taxes computed at the statutory rate are reduced primarily by the interest earned on state and municipal debt securities and obligations which are exempt from Federal taxes, and results in substantial interest savings for local governments and their constituents. LIQUIDITY: (Dollars in thousands) The role of Bancorporation's Asset/Liability Management Committee (ALCO) is to monitor Bancorporation's liquidity position, exposure to interest rate risk and pricing policies. 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 provided primarily 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 $1,390,926 or 92.98% of total deposits, slightly up from $1,314,714 or 94.82% in 1994. The weighted average maturity of U.S. Government obligations, which make up 87.55% of the investment portfolio as of December 31, 1995, remains relatively short at 12.0 months. The FDIC has standard guidelines as to what it considers 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 20.00 to 25.00%. Bancorporation's liquidity ratio at year end was 27.75%. INTEREST RATE RISK: (Dollars in thousands) Management of interest rate risk involves maintaining an appropriate balance between interest-sensitive assets and interest-sensitive liabilities (Interest Rate sensitivity gap), and reducing Bancorporation's risk of major changes in net interest income in periods of rapidly changing interest rates. 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. Gap analysis is the simplest representation of Bancorporation's interest rate sensitivity. It cannot reveal the impact of factors such as administered rates (e.g., the prime lending rate), pricing strategies on its consumer and business deposits, and changes in the balance sheet mix. The objective of the asset/liability management process is to manage and control the sensitivity of Bancorporation's income to changes in market interest rates. This process is under the direction of the Asset and Liability Committee, comprised of senior bank executives. The committee seeks to maximize earnings while ensuring that the risks to those earnings from adverse movements in interest rates are kept within specified limits deemed acceptable by Bancorporation. Accordingly, the Committee conducts comprehensive simulations of net interest income under a variety of market interest rate scenarios. These simulations provide the Committee with an estimate of earnings at risk given changes in interest rates. While the Committee sees the opportunities and benefits of utilizing derivative financial instruments (primarily interest rate swaps, caps and floors) to improve the gap, the Committee has elected not to use such instruments given the risk inherent in such instruments. As indicated in the interest rate sensitivity table below, the twelve-month cumulative gap, representing the total net assets and liabilities that are projected to reprice over the next twelve months, was liability sensitive in the amount of $293.0 million at December 31, 1995. However, this negative position remained within the acceptable parameters listed in our Statement of Funds Policy. This Statement is guided by asset quality, liquidity and earnings, and describes the Bank's policy with respect to sources and uses of funds, dividends and limitations on interbank liabilities. The responsibility for funds management resides with the Chief Financial Officer with overall guidance provided by the Chairman and President. 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 1996. 14 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY TABLE 17: INTEREST-SENSITIVITY ANALYSIS AS OF DECEMBER 31, 1995 (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........... $ 308,355 $ 40,376 $ 46,692 $ 84,971 $ 633,858 $1,114,252 Investment securities................... 37,481 38,976 52,368 97,205 327,839 553,869 Temporary investments................... 12,675 12,675 Total earning assets.................. $ 358,511 $ 79,352 $ 99,060 $ 182,176 $ 961,697 $1,680,796 Interest-Bearing Liabilities: Savings and core time deposits.......... $ 130,780 $ 125,821 $ 231,921 $ 308,713 $ 351,598 $1,148,833 Time deposits of $100,000 and over...... 1,600 63,976 17,113 12,456 9,868 105,013 Short-term debt......................... 118,506 118,506 Long-term debt.......................... 425 425 850 10,000 11,700 Total interest-bearing liabilities.... 251,311 189,797 249,459 322,019 371,466 1,384,052 Other sources - net..................... 296,744 296,744 Total sources - net..................... $ 251,311 $ 189,797 $ 249,459 $ 322,019 $ 668,210 $1,680,796 Interest-sensitivity gap................ $ 107,200 $ (110,445) $ (150,399) $ (139,843) $ 293,487 % of interest earning assets........... 29.90 (139.18) (151.83) (76.76) 30.52 Cumulative interest-sensitive gap....... $ 107,200 $ (3,245) $ (153,644) $ (293,487) % of interest earning assets........... 29.90 (4.01) (155.10) (161.10) Given an immediate 100 basis point increase in interest rates, the effect on net interest income could be a reduction of approximately $507 when compared with the amount of net interest income assumed to be earned absent such an interest rate increase for the twelve-month period following December 31, 1995. EARNINGS AND BALANCE SHEET ANALYSIS - 1994 COMPARED TO 1993: (Dollars in thousands) Net income was $9,849 in 1994 down 24.26% from $12,004 earned in 1993. Earnings per share was $10.24 compared to $13.57 in 1993. Return on average assets was .63% compared to .88% for 1993. Net interest income totaled $58,948 in 1994 decreasing 4.48% from the $61,713 level recorded in 1993. The net interest margin decreased to 4.27% from 4.75% in 1993 due to decreasing spreads on interest-earning assets and rates paid on deposits and borrowings. The provision for loan losses was $2,558 in 1994 compared to the 1993 provision of $3,927. A decline in charge offs and an increase in recoveries affected this provision. The reserve for loan losses totaled $19,249, equaling 2.05% of gross loans and 459.92% of problem assets (nonperforming loans and other real estate) at year end 1994 compared to 2.05% and 408.90% at the end of the previous year. Average loans increased 8.61% to $902,889 in 1994 up from $831,335 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 $485,745 in 1994 increasing by $11,609 or 2.45% over the previous year end. Average temporary investments in federal funds decreased from $10,922 in 1993 to $11,423 in 1994 and represented .82% and .76% of average earning assets in 1993 and 1994, respectively. Total deposits averaged $1,373,612 in 1994, an increase of $63,405 or 4.84% over 1993. Core deposits increased $47,998 or 3.79% to $1,315 at year end 1994. The majority of the growth occurred in demand deposits. Noninterest income declined .30% to $18,667 in 1994 compared to $18,724 in 1993. Noninterest expense in 1994 amounted to $60,239 representing a 4.87% increase over 1993. Intangible assets totaled $15,618 in 1994 which represents a $1,034 increase from $14,584 at year-end 1993. The average leveraged capital ratio was 5.16% in 1994, up from 4.85% in 1993. Total equity capital equaled 6.17% of total assets at year-end 1994 compared to 5.55% one year before. ACCOUNTING AND REGULATORY MATTERS: In March 1995, the FASB issued SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed of." This Statement which is effective for fiscal years beginning after December 15, 1995, establishes accounting standards for the impairment of long-lived assets, certain identifiable intangibles, and goodwill related to those assets to be held and used and for those assets to be disposed of. Effective January 1, 1996, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 122, "Accounting for Mortgage Servicing Rights," an amendment of FASB Statement No. 65. The Company now allocates the total cost of a whole mortgage loan to the mortgage servicing right and the loan (without servicing rights) based on relative fair values. The amount capitalized is no longer required to be reduced if the mortgage loan is sold at a gain. The market value of the servicing rights for purposes of allocating cost and evaluating impairments is estimated based upon committed delivery prices allocated thereto under the terms of existing contracts to sell the mortgage servicing rights. The affects of adopting SFAS No. 121 and No. 122 are not expected to be material to the consolidated financial statements. 15 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 1995 1994 1993 1995 1994 1993 Interest income and fees................. $ 26,965 $ 23,921 $ 25,160 $ 28,762 $ 24,484 $ 25,252 Interest expense......................... (12,297) (9,097) (10,134) (13,316) (9,730) (9,701) Net interest margin...................... 14,668 14,824 15,026 15,446 14,754 15,551 Provision for loan losses................ (404) (298) (975) (1,467) (860) (482) Noninterest income....................... 4,790 4,482 4,532 4,912 4,629 4,720 Noninterest expense...................... (15,818) (15,018) (13,827) (15,680) (14,908) (14,090) Income before income taxes and cumulative effective of a change in accounting principle.................... 3,236 3,990 4,756 3,211 3,615 5,699 Applicable income taxes.................. (1,087) (1,289) (1,820) (1,063) (1,243) (1,979) Income before cumulative effect of a change in accounting principle.......... 2,149 2,701 2,936 2,148 2,372 3,720 Cumulative effect on prior years (to 12/31/92) of changing to a different method of accounting for income taxes... 221 Net income............................... $ 2,149 $ 2,701 $ 3,157 $ 2,148 $ 2,372 $ 3,720 Earnings per common share: Income before cumulative effect of a change in accounting principle.......... $ 2.23 $ 2.81 $ 3.06 $ 2.23 $ 2.46 $ 3.89 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.............. $ 2.23 $ 2.81 $ 3.29 $ 2.23 $ 2.46 $ 3.89 Third Quarter Fourth Quarter 1995 1994 1993 1995 1994 1993 Interest income and fees................. $ 30,186 $ 25,297 $ 24,903 $ 31,416 $ 26,071 $ 24,824 Interest expense......................... (13,782) (10,640) (9,307) (14,132) (11,354) (9,284) Net interest income...................... 16,404 14,657 15,596 17,284 14,717 15,540 Provision for loan losses................ (1,316) (485) (428) 501 (915) (2,043) Noninterest income....................... 5,186 4,697 4,593 5,502 4,868 4,880 Noninterest expense...................... (15,354) (15,220) (14,765) (15,319) (15,106) (14,759) Income before income taxes and cumulative effect of a change in accounting principle.................... 4,920 3,649 4,996 7,968 3,564 3,618 Applicable income taxes.................. (1,704) (1,204) (1,662) (2,923) (1,233) (825) Income before cumulative effect of a change in accounting principle.......... 3,216 2,445 3,334 5,045 2,331 2,793 Cumulative effect on prior years (to 12/31/92) of changing to a different method of accounting for income taxes... Net income............................... $ 3,216 $ 2,445 $ 3,334 $ 5,045 $ 2,331 $ 2,793 Earnings per common share: Income before cumulative effect of a change in accounting principle.......... $ 3.37 $ 2.55 $ 3.48 $ 5.30 $ 2.42 $ 2.91 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.............. $ 3.37 $ 2.55 $ 3.48 $ 5.30 $ 2.42 $ 2.91 16 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 judgments. 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 offices and employees of Bancorporation. REPORT OF INDEPENDENT ACCOUNTANTS (Price Waterhouse LLP logo appears here) 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, 1995 and 1994, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1995, 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. PRICE WATERHOUSE LLP (Signature of Price Waterhouse LLP) Columbia, South Carolina January 17, 1996 17 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEET (Dollars in thousands, except par value) December 31, 1995 1994 ASSETS Cash and due from banks (Note 2)............................ $ 88,892 $ 89,814 Interest-bearing deposits in financial institutions......... 12,675 13,950 Investment securities (Notes 1 and 3): Held-to-maturity , at amortized cost (fair value of $ 456,790 in 1995 and $470,235 in 1994).................... 451,796 476,143 Available-for -sale, at fair value (amortized cost of $ 4,056 in 1995 and $3,984 in 1994)........................ 13,185 10,539 Total investment securities................................ 464,981 486,681 Gross loans (Note 4):....................................... 1,114,259 937,025 Less: Reserve for loan losses (Note 5).................... (21,153) (19,249) Net loans................................................... 1,093,106 917,776 Premises and equipment (Note 6)............................. 44,186 40,941 Other real estate owned..................................... 473 270 Interest receivable......................................... 14,225 12,126 Intangible assets........................................... 16,710 15,618 Other assets................................................ 16,426 12,005 TOTAL ASSETS.............................................. $1,751,674 $1,589,181 LIABILITIES AND STOCKHOLDERS' EQUITY Deposits (Note 7): Demand..................................................... $ 241,824 $ 215,301 Time and savings........................................... 1,254,115 1,171,217 Total deposits.............................................. 1,495,939 1,386,518 Federal funds purchased..................................... 20,600 11,500 Securities sold under agreements to repur chase............. 97,907 64,416 Term loan (Note 9).......................................... 11,700 13,400 Other liabilities........................................... 13,442 15,322 Total Liabilities......................................... 1,639,588 1,491,156 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 1995 and 1994 - 50,720............. 254 254 Voting Common stock - $5.00 par value, authorized 2,000,000 issued and outstanding 1995 and 1994 - 892,813....................... 4,464 4,464 Surplus.................................................... 55,000 55,000 Undivided profits.......................................... 43,152 30,765 Unrealized gain on investment securities available for sale, net of taxes....................................... 5,934 4,260 Total Stockholders' Equity............................... 112,086 98,025 Commitments and contingencies (Note 12) TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY................ $1,751,674 $1,589,181 The accompanying notes are an integral part of these financial statements. 18 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY CONSOLIDATED STATEMENT OF INCOME (Dollars in thousands, except per share data) Year Ended December 31, 1995 1994 1993 INTEREST INCOME: Interest and fees on loans................................. $ 89,800 $ 75,841 $ 73,922 Investment securities: Taxable................................................... 23,893 20,077 22,870 Non-taxable............................................... 2,013 2,341 2,167 Interest-bearing deposits in financial institutions........ 1,103 1,046 849 Federal funds sold......................................... 520 464 331 117,329 99,769 100,139 INTEREST EXPENSE: Deposits (Note 7).......................................... 48,026 37,505 35,760 Short-term borrowings...................................... 4,504 2,291 1,591 Term loan (Note 9)......................................... 997 1,025 1,075 53,527 40,821 38,426 Net interest income......................................... 63,802 58,948 61,713 Provision for loan losses (Note 5).......................... 2,686 2,558 3,927 Net interest income after provision for loan losses......... 61,116 56,390 57,786 NONINTEREST INCOME: Service charges on deposit accounts........................ 11,348 10,378 10,462 Fees for other customer services........................... 1,392 1,510 1,429 Mortgage servicing......................................... 1,974 1,700 2,013 Credit card discount....................................... 1,944 1,666 1,500 Insurance premiums earned.................................. 1,182 912 1,016 Other...................................................... 2,550 2,501 2,304 20,390 18,667 18,724 NONINTEREST EXPENSE: Salaries and employee benefits (Note 11)................... 28,298 27,638 26,542 Net occupancy expense of premises (Note 6)................. 3,579 3,340 3,494 Furniture and equipment expense (Note 6)................... 3,838 4,797 6,282 Stationery and supplies.................................... 1,176 1,115 1,290 FDIC insurance assessments................................. 1,744 3,020 3,271 T elephone................................................. 1,260 1,306 1,287 Amortization of intangibles................................ 5,677 4,128 3,748 Bankcard processing fees................................... 2,045 1,839 1,894 Data processing fees....................................... 4,559 4,341 693 Other...................................................... 9,995 8,715 8,940 62,171 60,239 57,441 Income before income taxes and cumulative effect of a change in accounting principle........................ 19,335 14,818 19,069 Applicable income tax expense (Note 8)...................... 6,777 4,969 6,286 Income before cumulative effect of a change in accounting principle................................................. 12,558 9,849 12,783 Cumulative effect on prior years (to December 31, 1992) of changing to a different method of accounting for income taxes.................................................... 221 NET INCOME.................................................. $ 12,558 $ 9,849 $ 13,004 EARNINGS PER COMMON SHARE: Income before cumulative effect of a change in accounting principle................................................. $ 13.13 $ 10.24 $ 13.34 Cumulative effect on prior years (to December 31, 1992) of changing to a different method of accounting for income taxes.................................................... .23 NET INCOME.................................................. $ 13.13 $ 10.24 $ 13.57 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING.................. 943,533 944,799 945,533 The accompanying notes are an integral part of these financial statements. 19 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, 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) 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 Net income......................... 12,558 12,558 Preferred stock dividends.......... (171) (171) Change in unrealized gain on investment securites available-for-sale, net of tax.... 1,674 1,674 BALANCE AT DECEMBER 31, 1995....... $ 3,282 $ 254 $4,464 $55,000 $ 43,152 $ 5,934 $112,086 The accompanying notes are an integral part of these financial statements. 20 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY CONSOLIDATED STATEMENT OF CASH FLOWS (Dollars in thousands) Year Ended December 31, 1995 1994 1993 CASH FLOWS FROM OPERATING ACTIVITIES: Net income................................................. $ 12,558 $ 9,849 $ 13,004 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses................................ 2,686 2,558 3,927 Depr eciation and amortization........................... 9,389 8,457 8,624 (Accretion) amortization of investment securities........ (393) (41) 1,602 Deferred income tax (benefit)/expense.................... (1,827) 379 (868) Gains on sales of premises and equipment................. (202) (100) (87) (Increase) decrease in interest income receivable........ (1,959) (1,475) 815 Incr ease (decrease) in accrued interest payable......... (2,162) 1,344 (1,796) Origination of loans held for resale..................... (51,193) (36,001) (73,728) Proceeds from sales of loans held-for -resale............ 51,075 38,134 71,424 Gains on sales of loans held-for -resale................. (470) (226) (817) (Increase) decrease in other assets...................... (2,325) (491) (1,365) Increase (decrease) in other liabilities................. 48 1,209 (909) Other operating activities............................... 42 NET CASH PROVIDED BY OPERATING ACTIVITIES................. 15,225 23,638 19,826 CASH FLOWS FROM INVESTING ACTIVITIES: Net increase in loans...................................... (165,110) (59,299) (71,156) Proceeds from maturities of investment securities, held- to-maturity.............................................. 255,581 Purchases of investment securities, held-to-maturity....... (226,690) 298,526 180,028 Net decrease in interest-bearing deposits.................. 1,275 (310,675) (190,675) Proceeds from sales of premises and equipment.............. 528 1,000 750 Purchases of premises and equipment........................ (6,202) 478 246 Decr ease (increase) in other real estate owned............ 267 (8,814) (6,237) Incr ease in intangible assets............................. (4,887) 140 (94) Purchase of institutions, net of cash acquired............. (628) (5,162) (857) NET CASH USED IN INVESTING ACTIVITIES..................... (145,866) (83,806) (87,995) CASH FLOWS FROM FINANCING ACTIVITIES: Net increase in deposits................................... 88,999 50,152 53,241 (Decrease) increase in federal funds purchased and securities sold under agreements to repur chase...................... 42,591 4,709 25,804 Term loan payments......................................... (1,700) (1,000) (1,000) Cash dividends paid........................................ (171) (171) (172) Reacquired preferred stock................................. (11) Reacquired common stock.................................... (150) NET CASH PROVIDED BY FINANCING ACTIVITIES................. 129,719 53,540 77,862 (DECREASE) INCREASE IN CASH AND DUE FROM BANKS.............. (922) (6,628) 9,693 CASH AND DUE FROM BANKS AT BEGINNING OF YEAR................ 89,814 96,442 86,749 CASH AND DUE FROM BANKS AT END OF YEAR...................... $ 88,892 $ 89,814 $ 96,442 Supplemental disclosures of cash flow information: Interest paid.............................................. $ 51,366 $ 39,477 $ 40,222 Income taxes paid.......................................... $ 8,793 $ 3,362 $ 7,692 The accompanying notes are an integral part of these financial statements. 21 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 1995 presentation. PRINCIPLES OF CONSOLIDATION: The consolidated financial statements include the accounts of First Citizens Bancorporation of South Carolina, Inc., its wholly-owned subsidiary, First- Citizens Bank and Trust Company of South Carolina, and its wholly-owned subsidiary, Wateree Life Insurance Company, collectively "Bancorporation". 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. ACQUISITIONS: On September 22, 1995, the Bank acquired Summerville National Bank, Summerville, South Carolina. As part of the acquisition, assets with a total fair value of $22,655 were acquired, liabilities of $20,655 were assumed, and goodwill of $1,881 was recorded. Branch locations in Central and Liberty South Carolina were also acquired during 1995 from another financial institution. Deposits of $30,893, loans of $6,862 and goodwill of $3,013 were transferred to the bank in connection with this acquisition. All acquisitions during 1995, were accounted for by the purchase method of accounting and are included in the operating results of the bank for the year ended December 31, 1995. 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. LOANS AND RESERVE FOR LOAN LOSSES: Loans are carried at their principal amount outstanding. Interest 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, 1995 and 1994 were $929 and $1,184, 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 The allowance is established at an amount that management believes will be adequate to absorb probable losses on outstanding credits that may become uncollectible; however, it is possible that a change in underlying credit factors and management's evaluation of the allowance, may occur in the future. Effective January 1, 1995, Bancorporation adopted SFAS No. 114,"Accounting by Creditors for Impairment of a Loan," as amended, which requires loans to be measured for impairment when it is probable that all amounts, including principal and interest, will not be collected in accordance with the contractual terms of the loan agreement. It generally requires impairment to be measured on the basis of discounted expected cash flows. Bancorporation defines impaired loans as nonaccrual loans. The adoption of SFAS No. 114 did not have a material effect on Bancorporation's financial position or operating results. In addition, adopting SFAS No. 114 had no impact on the overall reserve for loan losses and did not affect Bancorporation's charge-off or income recognition policies. NOTE 1 (CONTINUED ON PAGE 23) 22 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY NOTE 1 (CONTINUED FROM PAGE 22) 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. 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 5 to 10 years). The unamortized balance of purchased mortgage servicing rights was $2,674 and $2,942 for 1995 and 1994, respectively. The unamortized balance of goodwill and core deposit intangibles was $9,802 and $4,234 for 1995 and $6,482 and $6,194 for 1994. 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. SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE: Securities sold under agreements to repurchase represent overnight borrowings with the Bank's customers and are secured by investment securities. The average rate on these borrowings was 5.41% for 1995. 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, 1995 was approximately $20,063. At December 31, 1995, approximately $21,835 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 an $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. In prior years, these equity securities were recorded at the lower of amortized cost or estimated market value in accordance with Bancorporation's previous accounting policy (see Note 1). Securities with aggregate par value totaling $236,275 as of December 31, 1995 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 1995 and 1994. The amortized cost, estimated fair value and contractual maturities of investment securities at December 31, 1995 and December 31, 1994 are as follows: NOTE 3 (CONTINUED ON PAGE 24) 23 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY NOTE 3 (CONTINUED FROM PAGE 24) Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Value Held-to-Maturity at December 31, 1995: U. S. Government obligations: Within 1 year....................................... $ 210,875 $ 1,371 $ (47) $ 212,199 After 1 year but within 5 years..................... 196,198 2,528 198,726 Total............................................... 407,073 3,899 (47) 410,925 States and political subdivisions: Within 1 year....................................... 4,445 9 4,454 After 1 year but within 5 years..................... 13,927 205 (1) 14,131 After 5 years but within 10 years................... 21,249 506 21,755 After 10 years...................................... 3,131 424 3,555 Total............................................... 42,752 1,144 (1) 43,895 Other securities: One to five years................................... 918 7 924 Five to ten years................................... 195 1 (2) 195 Over ten years...................................... 858 5 (12) 852 Total.............................................. 1,971 13 (14) 1,970 TOTAL HELD-TO-MATURITY AT DECEMBER 31, 1995....... $ 451,796 $ 5,056 $ (62) $ 456,790 Available-for -Sale at December 31, 1995 Marketable equity securities........................ $ 4,056 $ 9,137 $ (8) $ 13,185 TOTAL AVAILABLE-FOR -SALE AT DECEMBER 31, 1995............................................ $ 4,056 $ 9,137 $ (8) $ 13,185 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 NOTE 4 - LOANS (Dollars in thousands) Gross loans are composed of the following: December 31, 1995 1994 Real estate - construction............... $ 16,334 $ 7,888 Real estate - mortgage................... 659,371 562,687 Installment loans to individuals......... 332,817 269,693 Commercial, financial and agricultural... 105,737 96,757 Total Loans........................... $1,114,259 $937,025 Loans for which the original contractual interest terms were reduced during 1995 and 1994 and nonaccrual loans were not material. 24 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: 1995 1994 1993 Balance at beginning of year................. $19,249 $18,061 $16,589 Loans charged off............................ (1,954) (2,150) (3,202) Recoveries on loans previously charged off... 875 780 747 Provision for loan losses.................... 2,686 2,558 3,927 Reserves related to acquisitions............. 297 0 0 Balance at end of year....................... $21,153 $19,249 $18,061 NOTE 6 - PREMISES AND EQUIPMENT (Dollars in thousands) Premises and equipment are summarized as follows: Year Ended December 31, 1995 1994 1993 Land.............................................. $ 12,503 $ 12,134 $ 11,026 Buildings and improvements........................ 31,866 30,013 27,129 Furniture and equipment........................... 35,735 42,184 42,173 Leasehold improvements............................ 1,520 1,516 1,583 Construction in progress.......................... 6,530 3,273 102 Total............................................ 88,154 89,120 82,013 Less: Accumulated depreciation and amortization... (43,968) (48,179) (45,160) Total premises and equipment..................... $ 44,186 $ 40,941 $ 36,853 Expenses related to depreciation and amortization of $3,712 in 1995 and $4,329 in 1994 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, 1995 1994 1995 1994 1993 Demand.............................. $ 241,824 $ 215,301 Savings: NOW accounts..................... 348,398 343,884 $ 7,362 $ 7,106 $ 6,308 Market rate accounts............. 257,777 271,869 8,139 7,658 7,201 Other............................ 57,713 52,086 2,467 1,824 1,520 Time: Certificates of deposit in excess of $100,000.................... 105,013 71,804 5,302 3,039 2,890 Other certificates of deposit.... 485,214 431,574 24,756 17,878 17,841 Total......................... $1,495,939 $1,386,518 $48,206 $37,505 $35,760 NOTE 8 - INCOME TAX EXPENSE (Dollars in thousands) The components of consolidated income tax expense are as follows: Year Ended December 31, 1995 1994 1993 Taxes currently payable: Federal....................... $ 8,065 $4,100 $6,555 State......................... 539 490 599 8,604 4,590 7,154 Deferred income taxes: Federal....................... (1,904) 393 (859) State......................... 77 (14) (9) (1,827) 379 (868) Total Income Tax Expense..... $ 6,777 $4,969 $6,286 NOTE 8 (CONTINUED ON PAGE 26) 25 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY NOTE 8 (CONTINUED FROM PAGE 25) 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 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, December 31, 1995 1994 1993 Deferred tax liabilities: Tax depreciation over book................................ $ 309 $ 396 $ 409 Interest income, accretion recor ded for book not taxed until realized.................................... 171 210 197 Deferred loan fees and costs.............................. 325 414 435 Pension costs for tax greater than book................... 853 759 652 Prepaid FDIC insurance premium............................ 46 539 Mark-to-market of equity securities....................... 2,075 2,295 Other, net................................................ 247 262 223 Total deferred tax liabilities............................ 4,026 4,875 1,916 Deferred tax assets: Allowance for loan losses................................. 7,285 6,638 6,154 Tax net operating loss carryforwards...................... 723 216 280 Employee severance and retir ement benefits............... 365 318 569 Other, net................................................ 1,489 717 402 Gross deferred tax assets................................. 9,862 7,889 7,405 Less deferred tax asset valuation allowance............... (135) (216) (280) Total deferred tax assets................................. 9,727 7,673 7,125 Net deferred tax assets................................... $ 5,701 $ 2,798 $ 5,209 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 has NOLs of $686 at December 31, 1995 which will expire in 1996. Management has recorded a valuation allowance for the deferred tax asset related to parent company NOLs due to the uncertainty as to the Parent's ability to generate future taxable income sufficient to use the NOLs before their expiration. Other deferred tax assets of $1,489 at December 31, 1995, principally consist of goodwill and core deposit intangible amortization in excess of tax amortization. Tax loss carryforwards of $1,682 were acquired through the acquisition of Summerville National Bank These NOLs expire in various periods through 2010. No valuation allowance is considered necessary with respect to the deferred tax asset related to NOLs. 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%) to pretax income as a result of the following differences: Year Ended December 31, 1995 1994 1993 Tax expense at statutory rate.............................. $6,767 $5,186 $6,674 Incr ease (decrease) in taxes resulting from: Non-taxable interest on investments..................... (925) (966) (881) State income taxes, net of federal income tax benefit............................................... 616 309 384 Other, net.............................................. 319 440 109 $6,777 $4,969 $6,286 26 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY NOTE 9 - TERM LOAN (Dollars in thousands) The outstanding balance of the term loan was $11,700 and $13,400 at December 31, 1995 and 1994, respectively. The term loan agreement is with an unrelated financial institution and provides an interest rate indexed to prime with a floor of 7.25% and a ceiling of 12.00% provided Bancorporation complies with the provisions and covenants of the term loan agreement. At December 31, 1995, Bancorporation was in compliance with such provisions and covenants and the rate on the term loan was 8.00%. Principal maturities of the term loan for the five years subsequent to December 31, 1995 are as follows: 1996.......... $ 1,700 1997.......... 2,500 1998.......... 2,500 1999.......... 2,500 Thereafter.... 2,500 Total........ $11,700 NOTE 10 - STOCKHOLDERS' EQUITY (Dollars in thousands) Each share of voting common stock and preferred stock is entitled to one vote on all matters on which stockholders vote. In certain cases, South Carolina law provides for class voting of shares and for voting rights for 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 1995, Series Share 1995 1994 1993 1995 1994 1993 1994 and 1993 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 20 136 136 136 6,794 6,794 6,794 2.00 E 200 105 105 105 525 525 525 10.00 F 50 1,612 1,612 1,612 32,221 32,221 32,221 2.50 G 50 424 424 424 8,477 8,477 8,477 2.50 $3,282 $3,282 $3,282 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, 1995, the Bank's leveraged capital ratio was 5.69%. 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: 1995 1994 Actuarial present value of benefit obligations: Accumulated benefit obligations, including vested benefits of $15,047 in 1995 and $14,496 in 1994................... $ 15,419 $ 14,768 Projected benefit obligation for service rendered to date...................................................... (21,023) (19,303) Plan assets at fair value, primarily U. S. Government obligations............................................... 19,589 16,602 Projected benefit obligation in excess of plan assets....... (1,434) (2,701) Unrecognized prior service cost........................... 1,421 880 Unrecognized net loss..................................... 1,782 3,622 Unrecognized net asset being amortized over 15 years................................................... (22) Pension asset recorded in consolidated balance sheet........ $ 1,769 $ 1,779 NOTE 11 (CONTINUED ON PAGE 28) 27 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY NOTE 11 (CONTINUED FROM PAGE 27) The following table sets forth the components of pension expense recognized in Bancorporation's consolidated financial statements: 1995 1994 1993 Service costs................... $ 1,058 $ 1,039 $ 864 Interest costs.................. 1,471 1,207 1,093 Return on plan assets........... 20 20 (898) Net amortization and deferral... (1,173) (1,245) (334) Net pension expense.......... $ 1,376 $ 1,021 $ 725 The weighted average discount rate used in determining the actuarial present value of the projected benefit obligation was 7.75% and 7.00% for December 31, 1995 and 1994, respectively. The rate of increase in future compensation used was 6.00% and 5.00% for December 31, 1995 and 1994, 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 $742 in 1995, $735 in 1994 and $718 in 1993 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) 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. 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: 1996....................... $ 255 1997....................... 218 1998....................... 169 1999....................... 113 2000....................... 96 Later years................ 137 Total minimum payments.... $ 988 Rental expense, including month-to-month leases, reported in noninterest expense was $353, $378 and $346 for the years ended December 31, 1995, 1994, and 1993, respectively. There are no contingent rentals, and the expense was more than offset by sublease rental income of $700, $570 and $300 for the years ended December 31, 1995, 1994, and 1993, 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, 1995, whose contract amounts represent the associated credit risk, is as follows: Contract Amount at December 31, 1995 1994 Commitments to extend credit......................... $243,948 $201,908 Standby letters of credit and financial guarantees... 1,437 1,233 Total......................................... $245,385 $203,144 NOTE 12 (CONTINUED ON PAGE 29) 28 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY NOTE 12 (CONTINUED FROM PAGE 28) 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, 1995, the Bank had no other significant concentrations of credit risk in the loan portfolio. 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: 1995 1994 1993 Balance at beginning of year.... $ 20,198 $ 18,968 $ 20,906 New loans and additions......... 34,424 22,239 19,068 Payments and other deductions... (22,009) (21,009) (21,006) Balance at end of year.......... $ 32,613 $ 20,198 $ 18,968 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 item processing, deposits, loans, general ledger accounting and statement rendering functions. Total expenses incurred under this contract totaled $5,511 and $4,473 for 1995 and 1994. This was a two year contract expiring January 1996. The terms of the contract agree favorably with other third party contracts. All computer equipment which was fully depreciated was disposed for cash in the secondary computer market with no material effect. The Bank has 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 1995, 1994 and 1993. NOTE 14 - DISCLOSURE OF FAIR VALUE OF FINANCIAL INSTRUMENTS (Dollars in thouands) 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 estimates and present value calculations were used by Bancorporation for the purposes of this disclosure. Such estimates 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. NOTE 14 (CONTINUED ON PAGE 30) 29 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY NOTE 14 (CONTINUED FROM PAGE 29) 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. The fair value of nonaccruing loans was estimated by discounting expected future cash flows utilizing risk-free rates of returns, adjusted for credit risk and servicing cost commensurate with a portfolio of nonaccruing loans. 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 estimate fair value of existing debt. 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 entities to disclose the fair value of off-balance- sheet financial instruments for which it is practical 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 commitments is not significant. The carrying amounts and estimated fair values of Bancorporation's financial instruments are as follows: DECEMBER 31, 1995 December 31, 1994 ESTIMATED Estimated CARRYING FAIR Carrying Fair AMOUNT VALUE Amount Value Financial assets: Cash and federal funds sold........................... $ 88,892 $ 88,892 $ 89,814 $ 89,814 Interest-bearing deposits in financial institutions... 12,675 14,839 13,950 14,452 Investment securities................................. 464,981 469,975 486,681 480,774 Loans................................................. 1,114,259 1,255,338 937,025 930,558 Financial liabilities: Deposits.............................................. 1,495,939 1,556,236 1,386,518 1,383,843 Federal funds purchased and securities sold under agreements to repur chase................. 118,507 118,507 75,916 75,916 Term loan............................................. 11,700 13,424 13,400 13,702 30 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY NOTE 15 - BANCORPORATION (PARENT COMPANY ONLY) INFORMATION (Dollars in thouands) 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, 1995 1994 ASSETS: Cash............................................ $ 1,454 $ 1,444 Investment in the Bank.......................... 112,360 101,725 Other assets.................................... 13,338 10,740 TOTAL ASSETS.................................. $127,152 $113,909 LIABILITIES AND STOCKHOLDERS' EQUITY: Term loan....................................... $ 11,700 $ 13,400 Other liabilities............................... 3,366 2,484 Stockholders' equity............................ 112,086 98,025 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY.... $127,152 $113,909 INCOME STATEMENT DATA Year Ended December 31, 1995 1994 1993 INCOME: Dividend income from the Bank............................ $ 6,201 $ 2,183 $ 1,522 Other.................................................... 296 360 348 6,497 2,543 1,870 EXPENSES: Interest................................................. 997 1,022 1,074 Other.................................................... 29 17 3 1,026 1,039 1,077 Income before undistributed earnings of the Bank and income taxes........................................... 5,471 1,504 793 Equity in undistributed earnings of the Bank............. 6,751 8,008 11,848 Income before income taxes.................................. 12,222 9,512 12,641 Applicable income tax benefit............................... 336 337 363 Net Income.................................................. $12,558 $ 9,849 $13,004 CASH FLOWS DATA Year Ended December 31, 1995 1994 1993 CASH FLOWS FROM OPERATING ACTIVITIES: Net income........................................ $12,558 $ 9,849 $ 13,004 Adjustments to reconcile net income to net cash provided by operating activities: Equity in undistributed earnings of the Bank......................................... (6,751) (8,008) (11,848) Decr ease (increase) in other assets........... (28) 82 21 Decr ease in other liabilities................. (16) (55) (68) NET CASH PROVIDED BY OPERATING ACTIVITIES.......... 5,763 1,868 1,109 CASH FLOWS FROM FINANCING ACTIVITIES: Repayments of term loan........................... (1,700) (1,000) (1,000) Purchase of stock................................. (3,882) (150) (11) Cash dividends paid............................... (171) (171) (171) NET CASH USED IN FINANCING ACTIVITIES.............. (5,753) (1,321) (1,182) INCREASE (DECREASE) IN CASH......................... 10 547 (73) CASH AT BEGINNING OF YEAR............................ 1,444 897 970 CASH AT END OF YEAR.................................. $ 1,454 $ 1,444 $ 897 Supplemental disclosure of cash flow information: Interest paid..................................... $ 1,018 $ 1,024 $ 1,090 31 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 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 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 DIRECTORS OF WATEREE LIFE INSURANCE COMPANY JAY C. CASE President, Wateree Life Insurance Company Executive 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 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. * 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 32 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY ORGANIZATION OF FIRST CITIZENS BANK EXECUTIVE OFFICERS E. HITE MILLER, SR. Chairman FRANK B. HOLDING Vice Chairman JIM B. APPLE President JAY C. CASE Executive Vice President/Controller CHARLES S. MCLAURIN, III Executive Vice President/Retail Banking WILLIAM K. BRUMBACH, JR. Senior Vice President/Trust Director CHARLES D. COOK Senior Vice President Commercial Lending Director ED L. PROSSER Senior Vice President Consumer Lending Director JANIS B. SUMMERS Senior Vice President First Citizens Mortgage Group Director MIKE E.TOOLE Audit and Security Services Director E.W.WELLS Senior Vice President Secretary/Marketing Director RETAIL BANKING EXECUTIVE CHARLES S. MCLAURIN, III Executive Vice President GROUP EXECUTIVES BERNARD L. DUKE Senior Vice President JERRY M.WILLIAMS Senior Vice President DEPARTMENT HEADS AUDITING Mike E.Toole Audit and Security Services 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 Ed L. Prosser Senior Vice President Consumer Lending Director CONTROLLER Jay C. Case Executive Vice President/Controller HUMAN RESOURCES Carnie P. Hipp, Jr. Senior Vice President Human Resources Director MARKETING E.W.Wells Senior Vice President/Marketing Director EXECUTIVE PROJECTS Laura W. Messer Senior Vice President Executive Projects TRUST William K. Brumbach, Jr. Senior Vice President/Trust Director FIRST CITIZENS BANCORPORATION EXECUTIVE OFFICERS E. HITE MILLER, SR. Chairman/Chief Executive Officer FRANK B. HOLDING Vice Chairman JIM B. APPLE President/Chief Operating Officer JAY C. CASE Treasurer/Chief Financial Officer E.W.WELLS Secretary MARLENE H. GAUSE Assistant Secretary LINDA C. KIDD Assistant Treasurer CAROL W. STEVENS Assistant Secretary OFFICERS OF WATEREE LIFE INSURANCE COMPANY JAY C. CASE President FRANK B. HOLDING Vice President LINDA C. KIDD Vice President/Treasurer CAROL W. STEVENS Secretary 33 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 Chancelor University of South Carolina, Aiken Richard 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 Holly J. Woltz, Veterinarian 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, CEO/President, The Hartwell Sports Thomas P. Hughes, Agent, Mass. Mutual Insurance William H. Moorhead, Attorney-at-Law, Jones Spitz, Moorhead, Baird and Hermeston Susan M. Tuten, CPA BARNWELL/WILLISTON Robert C. Harris, Retired Owner of the Barnwell People Sentinel Newspaper Freddie L. Houston, Jr., Supervisor Owens Corning Thomas R. Jackson, Retired m Former President of Anderson Oil Company Q. A. Kennedy, III, Retired Claudia W. Peeples, Executive Director, Barnwell County United Way Terry E. Richardson, Jr., Attorney-at-Law, Ness, Motley, Loadholt, Richardson & Poole Thomas R. Rivers, Jr. Owner, Rivers Pharmacy John J. Sanders, Vice President, First Citizens Bank and Trust Company of South Carolina Charles L. Webb, President, Webb Concrete Co. BEECH ISLAND J. E. Brannon, Retired Joan L. Kight, Agent, State Farm Insurance Co. Steven M. Phillips, Vice President, First Citizens Bank and Trust Company of South Carolina Ernest Reddic, Jr., Pharmacist, Belvedere Belton E. Weeks, III, Attorney-at-Law, Associate Municipal Judge BISHOPVILLE John C. Bell, Jr. Retired Grady Allen Brown, 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, Prison Industries, Lee Correctional Institution C. Ronald Payne, Owner, 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, Owner, Windham Insurance BOILING SPRINGS Maureen Bujak, Operator, Boiling Springs Cruise Vacation Penny S. Guinn, Assistant Vice President, First Citizens Bank and Trust Company Of South Carolina Leonard F. Holden, Owner & Operator, Boiling Springs TV & Appliance Dr. Buddy Jennings, Superintendent,School District 2 Edith Martin, Michein 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 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, M.D,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, Retired Brian J. Mickleberry, Vice President/City Executive First Citizens Bank and Trust Company of South Carolina Edwin W. Robeson, Bennett Motor Company Dan L. Tillman, Jr., President, 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 Crolina William C. Keels, Attorney, Strickland, Keels and Simms Branda 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 Thomas M. Gaskin, Vice President, First Citizens Bank and Trust Company Of South Carolina William E. Hough, Owner, Hough Insurance Agency Emsley A. Laney, Jr., Retired 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 Farms Inc. T. F. Sowell, Farmer Johnnie S. Thurman, Retired C. S. Watson, Owner, Watson Brothers CLEMSON James L. Bowers, Personnel Director Maxfli Golf Deborah Dubose, Clemson University Alumni Assiciation Gaston Gage, Jr., Owner Gage Realty Company And Palmetto Appraisal Services Kenneth R. Kelley, Owner Kelley's Gulf Service Randall M. Newton, Attorney-at-Law Lewis H. Patterson, State Farm Agent H. Mitchell Reynolds, Textile Consultant, Revman Industries; Retired, J. P. Stevens and Company, Inc. 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/City Executive, First Citizens Bank and Trust Company Charles A. Thomas, Postmaster, US Postal 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 Brownstein, Owner, Brownstein Investments Georgia T. Cooper, General Manager, The Palmetto Club Richard Davis, Consultant B. L. Duke, Senior Vice President/Area Executive 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, Announcer Ann Ready Smith Bart J. Witherspoon, Jr., M.D. Pitts Medical Associates, P, A. CONWAY William F. Brown, Jr., Retired Vivian Chestnut, Conway City Council Member William F. Davis, General Manager, Pee Dee Farms Corporation and Conway Shopping Center Robert M. Floyd, Jr. President, Robert Floyd and Associates Insurance 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, President, Coastal Carolina University L. Morgan Martin, Attorney-at-Law Dennis L. Smith, Farmer and Owner, Lands Inn Ralph Stroman, Attorney-at-Law Hubert C. Watson, Owner, Garden City Furniture Company George L. Williams, Sr. Retired COWPENS Paul Dean Abbott, Sr., AAA Fruit Markets, Abbott Farms, Abbott Sign Company Edward N. Brigman, Sr., Brigman Realty Co. Patricia H. Cassidy, Assistant Vice President, First Citizens Bank and Trust Company of South Carolina C. Tyrone Courtney, Attorney-at-Law Betty R. Eaker, Robb's Department Store 34 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY Charles C. Grant, Pine Ridge Farms and Grant Textiles Joseph L. Ponder, Joe Ponder's Used Cars, Inc. Woodrow W Potter, Potter and Son Mercantile Co. DARLINGTON Marion Didney Belk, President, Belk Funeral Home, Inc. Lois G. Davis, Consultant/Darlington William L. Fleming, President/CEO, Marlboro Electric Cooperative John K. Kimbrough, Employee Relations Representative, Wellman, Inc. John H. Martin, III, Vice President/City Executive, First Citizens Bank and Trust Company of South Carolina John M. Milling, Attorney-at-Law, Milling Law Firm, P.A. DILLON Horace Arrnette, President, The Arnette Company Laurens Floyd, President, Dillon Provision Company, Inc. J. B. Gibson, Retired Attorney Dr. Kenneth Huggins, Veterinarian and Owner, Dillon Animal Hospital Marion H. "Son" Kinon, Retired Circuit Judge, Member , SC House Representatives, Dillon County Fitzgerald Lytch, Owner and Operator, Lytch Sign Service Charles S. McLaurin, III, Executive Vice President First Citizens Bank and Trust Company of South Carolina Suzanne Bell McLaurin, Owner, G.H. Bell & Son Jewelers John M. Parham, Jr. D.D.S. EASTOVER Lloyd Douglas, Owner, Richland Supply Edna W. Scott, Owner, Scott's Bar-B-Que Robert G. Woods, Assistant Vice President, First Citizens Bank and Trust Company of South Carolina ELGIN Sara B. Emanuel, Retired Francis E. James, Kershaw County Magistrate Andrew T. Moak, Owner, Hammy's Bar-B-Que Alex B. Robinson, Retired 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, Florence/Darlington Tech Elting L. "Ted" Chapman, III, Renaissance Construction, Inc. Joseph M. Commander, III, Administrator, Commander Nursing Center Munford G. Fuller, President, Fuller, Ward & Associates, A/A, PA William T. Jarrell, President, Jarrell Oil Company Inc. James N. Maurer, President, WYNN Radio 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 Clenter Wendell E. Hinson, Part Owner, Apache Family Campground Roy C. Jacobs, Jr., 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 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/City Executive, FirstCitizens Bank and Trust Company of South Carolina L. W. Brummer, Business Management Consultant Nathaniel E. Cain, President, Carolina Air Care E. D. Dixon, Minister Robert Frantz, President, Frantz-Harder and Assiciates, 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, Director of Operations, Private Correctional Assistance Center David M. Herndon, Retired 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, Retired James D. Davis,Ridge Spring-Monetta High School 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/City Executive, First Citizens Bank and Trust Company of South Craolina Maynard S. Watson, Retired Larry Yonce, President, J.W. Yonce & Sons KERSHAW Johnnie W. Connell, Retired Walter D. Goodman, Retired 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, City Executive, First Citizens Bank and Trust Company or South Carolina LAKE VIEW Larry K. Abraham, Retired, Sgt. Major, US Army, Owner, Riverdale Auto Parts William F. Bullock, Farmer John C. Rogers, Pesident and Owner, Lake View Farm Center and Lake View Home and Garden Center Jimmy L. Smith, President, Carpostan Industries, Inc. J. A. Stanley, Secretary and Treasurer, Carpostan Industries, Inc Ann S., Wallace, President, Wallace-Green Oil and Gas Company LANCASTER Charles R. Bailey, Jr., President, Slaughter Machinery Co., Inc. Jack Barrier, Retired Richard W. Blackmon, Owner, Blackmon Construction Company T. E. Brogdon, Consultant, First Citizens Bank and 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 Souoth Carolina William L. Harper, Retired Francis M. Hough, Retired Bruce L. Plyler, Retired L. H. Rowell, Retired R. Lewis Surls, Jr., Retired Jerry M. Williams, Senior Vice President, First Citizens Bank and Trust Company of South Carolina Michael G. Williams, Partner, First Palmetto Company LANDRUM James B. Cantrell, Retired A. B. Chesnutt, Chesnutt Insulation Associates H. Lloyd Howard, Attorney-at-Law John F. Lawrence, Editor, Landurm News Leader E. Hite Miller, Jr., Vice President/Branch Manager, First Citizens Bank and Trust Company of South Carolina John L. Petty, Petty Funeral Home Robert E. Walker, Landrum Insurance Agency R. Bradford Whitney, M.D.Whitney, Smith & Epstein, MD'sPC LEXINGTON Carolyn Brooks, Owner Harman-Bennett Company James W. Johns, James Johns & Associates J. Thomas Ledbetter, Manager, Pirelli Cable Corporation Jim McFarland, Builder, Associated Realty William E. Payne, Jr., Vice President, First Citizens Bank and Trust Company of South Carolina Byron D. Sistare, Sr., Appraiser, Sistare Appraisal Services Phillip M. Spangler, Four Corners Art & Framing LUGOFF Charles B. Baxley, Attorney-at-Law Jean M. Larkin, Owner, Frogden Farms C. Harold Varn, Jr., Dentist J. Mack Wiletts, 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, Speical Program Coordinator, Springs Industries Iddy Andrews, Information Services Coordinator, District Five Schools Robert N. Fogel, Owner, Bob's Upstate Locksmiths 35 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY James C. Lindey, Owner, Lindey Insurance Agency Willie Murphy, Sr., Senior Development Technician, Cryovac George E. Wasson, President, American Food Systems MARION Cheryl Allread, Assistant Superintendent for Instruction, Marion School District One James A. Blake, Retired Superintendent, Marion School District One Emmett W. Flynn, Jr., Owner and Chief Surgeon, Marion Surgical Associates, PA William H. Turner, President, Anvill Sportwear Warren H. Wells, Owner, MI Professional Management MOUNT PLEASANT Dennis E. O'Neill, Attorney-at-Law Howard A. Taylor, Charleston County Clerk of Court MYRTLE BEACH Mary E. Basden, Vice President, Burroughs & Chapin Co., Inc. John D. Brown, Jr., Vice President/City Executive First Citizens Bank and Trust Company of South Carolina Robert M. Grissom, Mayor, City of Myrtle Beach Samuel H. Killman,III, Chief of Police, City of Myrtle Beach Thomas A. Whitaker, M.D., Pothalmologist Crain E. Woods, Myrtle Beach City Councilman NICHOLS Gerald M. Bane, Assistant Vice President/City Executive, First Citizens Bank and Trust Company of South Carolina James A. Battle, Jr., Vice President and Treasurer J. R. Battle and Company James M. Devers, Jr., President, Nichols Farm Supply, Inc. D. H. Jordan, Retired Farmer Randy Lovett, Tobacca Farmer, Big L Ware house NORTH CHARLESTON Alvie R. Evans, President, Evans Decelopment 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 Catherine G. Dunnaway, Branch Officer/Branch Manager, First Citizens Bank and Trust Company of South Carolina John Earl Hogan, Retired Joanne G. Jumper, College Professor, Anderson College Lanny F. Littlejohn, President Littlejohn Lumber Company Terry K. Phillips, Vice President, First Citizens Bank and Trust Company of South Carolina Louise Rochester, Post Mistress, Pacolet Mills Post Office Otis Smith, Sr., Milliken-Pacolet Mills Plant PAGELAND Thomas F. Agerton, Owner, Pageland Auto Parts Billy C. Blakeney, M.D., Physician C. Hamilton Hutto, Vice President/City Executive, First Citizens Bank and Trust Company of South Carolina Perry L. Mungo, President, F. F. And Perry L. Mungo, Inc. Roddy W. Outen, President, Jefferson Barns, Inc. Henry David Pigg, III, Farmer Ogden Sutton, President, Sutton Funeral Home, Inc. Carl M. Trucker, III, President, C. M. Tucker Lumber Company SALEM Joseph J. Antonette, Retired Lawrence J. Bloomer, Manager, Keowee Division, Crescent Land and Timber Judy Hines, Owner, Talk of the Town Beauty Salon SALUDA Ted L. Coleman, Farmer, Big Creek Hill Farms Lester F. Hembel, Retired Fred M. Parkman, President, Parkman's Pharmacy, Inc. Ralph N. Riley, Owner, Riley Family Practice Associates, P.A. William H. Rushton, Jr., Vice President, First Citizens Bank and Trust Company of South Carolina C. David Sawyer, Jr., Family Court Judge J. Claude Wheeler, Jr., Dairy and Beef Cattle Farmer P. S. White, Jr., Attorney-at-Law SHARON William B. Arthur, Vice President/City Executive, First Citizens Bank and Trust Company of South Carolina James Charles Bankhead, Jr., Retired John I. Chason, Retired Phillip D. Faulkner, Assistant Vice President First Citizens Bank and Trusts Company of South Carolina Jay Gorley, President/Owner, Northwestern, Inc. W. Park Thomson, Retired W. L. Whitesides, Jr., Whitesides Company William S. Wilkerson, III, President, Johm 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 Pamela R. McCulley, Artist Gaines H. Mason, Jr., Vice President, First Citizens Bank and Trust Company of South Carolina W. C. (Cliff) Neal, Reeves Brothers, Inc. M. R. Price, Sec4etary/Treasurer, Price's Store for Men Charles A. Spann, Sr., Development Specialist, City Spartanburg Joe R. Utley, M. D., Foothills Cardiothoracic 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 Souoth Carolina Thomas J. Wamer, Funeral Director, Bryant Funeral Home SUMMMERVILLE Gary H. Bargmann, President, First Title and Abstract Company Peter M. Bristow, Vice President/City Executive, First Citizens Bank and Trust Company of South Carolina William C. Collins, Editor & Publisher,. Summerville Journal Scene Carol R. Cox, Vice President/Administrative Manager William M. Reeves, Jr., Headmaster, Pinewood Preparatory School P. Frank Smith, Retired TRENTON Avory Bland, Owner, Bland Funeral Horne E. Hite Miller, Sr., Chairman, First Citizens Bank and Trust Company of South Carolina GraceH. Satcher, Assistant Vice President, First Citizens Bank and Trust Company of Carolina Julius M. Vann, Retired WEST COLUMBIA Dr. R. B. Antley, optometrist, Doctors of Optometry Steven C. Cogburn, Jr., President and Owner, Cogburn's Restaurant Bobby T. Howard, President,Cleghorn Group, Inc. J. Doyle Pinholster, Vice President, First Citizens Bank and Trust Company of South Carolina Russell B. Shealy, President, Russell B. Shealy and Assoc. Walter P. "Buddy" Witherspoon, Jr., Dentist WHITMIRE Dr. R. L. Bledsoe, Dentist W. Houghson 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 WOODRUFF Dr. James Coker, Woodruff Eye Clinic James M. Gibert, President, Gibert Co., Inc. (Gibert Realty Co., ) Dr. J. Elwyn James, Physician/Surgeon, James Wilmot 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/City Executive 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, Mc Keown & Bradford, Inc. Dr. Thomas G. Dixon, Veterinarian Dr. Gregory Greiner, Dentist William M. Miller, President, Miller Insurance Services Dr. Donald Shuler, Family Practitioner 36 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/Area/ Executive BEECH ISLAND Carol L. Albion Branch Officer/Branch Manager BELEVEDERE 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 CENTRAL Jo Lynn McFadden Assistant Vice President/Manager CHARLESTON Dwight L Moody, Jr. Vice President/Area Executive CHERAW Brian J. Mickleberry Vice President/City Executive CHESTER C. Larry Haynes Vice President/City Executive CHESTERFIELD Thomas M. Gaskin Vice President/City Executive CLEMSON William B. Harley, Jr. Vice President/City Executive CLIO Derry W. McCormick Vice President/City Executive COLUMBIA Bernard L. Duke Senior Vice President/Area 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 Executive Vice President/Retail Banking Executive EASTOVER Robert G. Woods Assistant Vice President/Manager ELGIN J. Michael Stinnett Branch Officer/Manager FOREST ACRES G. Eddie Wingard Vice President/Commercial Lender FLORENCE D. Leroy Bailey, Jr. Vice President/Area Executive GEORGETOWN Robert R. Martin, Jr. Vice President/City Executive GREAT FALLS John P. Davis Manager GREENVILLE David C. Austin Vice President/City Executive GREENWOOD C. Sidney Abney Vice President/City Executive HICKORY GROVE No Officer in Charge IRMO Lisa A. Moseley Assistant Vice President/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 Edna Miller Branch Officer/Manager LANCASTER Don T. Gardner Vice President/City Executive LANDRUM E. Hite Miller, Jr. Vice President/Manager LEXINGTON William E. Payne, Jr. Vice President/Area Executive LIBERTY Y. Floyd Cousins Assistant Vice President/Manager LUGOFF Byron P. Roberts Branch Officer/Supervisor LYMAN Terry K. Phillips Vice President/Manager MARION Richard M. Lane City Executive MAUDIN Ted G. Sanders Vice President/Manager MONCKS CORNER Dorothy C. Gatlin Vice President/City Executive MOUNT PLEASANT Andrew B. Thomas Branch Officer/Manager MYRTLE BEACH John D. Brown 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/Branch Coordinator 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/Supervisor ROCK HILL Dennis J. Stuber Vice President/City Executive SALEM No Officer In Charge 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 Catherine B. Baxley Branch Officer/Supervisor SPARTANBURG Gaines H. Mason, Jr. Vice President/City Executive SUMMERVILLE Peter M. Bristow Vice President/City Executive ST. GEORGE D. Carl Walters, Jr. Vice President/City Executive TRENTON No Officer In Charge WARE SHOALS No Officer In Charge WEST COLUMBIA J. Doyle Pinholster Vice President/Manager WESTMINISTER Susan B. Sanders Consumer Lending Officer/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/Supervisor YORK William B. Arthur Vice President/City Executive