UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Form
10-Q





(Mark
One)


x
            Quarterly
      report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934 for the quarterly period ended June 30,
  2010




o
            Transition
      report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934 for the transition period
  from____  to____




Commission
file number 0-15083





The
South Financial Group, Inc.


(Exact
Name of Registrant as Specified in Its Charter)





South
      Carolina
            57-0824914(State
      or Other Jurisdiction of Incorporation or
      Organization)
            (IRS
      Employer Identification No.)102
      South Main Street, Greenville, South Carolina
            29601(Address
      of Principal Executive Offices)
            (Zip
      Code)




(864)
255-7900


Registrant's
telephone number, including area code





Indicate
by check mark whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x Noo.




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).


Yes o Noo





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check One):


Large
      Accelerated Filer o
            Accelerated
      filer xNon-accelerated
      filero
            Smaller
      reporting company o


(Do not
check if a smaller reporting company)





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes o Nox.





The
number of outstanding shares of the issuer's $1.00 par value common stock as of
August 3, 2010 was 216,403,004.





PART
I.  FINANCIAL INFORMATION


Item
1. Financial
Statements


THE
SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES


CONSOLIDATED
BALANCE SHEETS


(in
thousands, except share data) (Unaudited)





June
      30,
            
            
            December 31,2010
            
            
            2009
            
            
            2009AssetsCash
      and due from banks
            
            $
            133,231
            
            
            $
            151,272
            
            
            $
            190,346Interest-bearing
      bank balances
            
            
            1,027,401
            
            
            
            152,187
            
            
            
            192,962SecuritiesAvailable
      for sale, at fair value
            
            
            2,145,352
            
            
            
            1,744,633
            
            
            
            2,095,401Held
      to maturity (fair value $0, $147,203 and $129,496,
      respectively)
            
            
            -
            
            
            
            146,469
            
            
            
            127,516Total
      securities
            
            
            2,145,352
            
            
            
            1,891,102
            
            
            
            2,222,917Loans
      held for sale
            
            
            31,457
            
            
            
            40,290
            
            
            
            15,758Loans
      held for investment
            
            
            7,658,395
            
            
            
            9,306,009
            
            
            
            8,386,127Less:  Allowance
      for loan losses
            
            
            (394,155
            )
            
            
            (285,290
            )
            
            
            (365,642
            )Net
      loans held for investment
            
            
            7,264,240
            
            
            
            9,020,719
            
            
            
            8,020,485Bank-owned
      life insurance
            
            
            302,036
            
            
            
            298,946
            
            
            
            302,830Premises
      and equipment, net
            
            
            253,547
            
            
            
            273,365
            
            
            
            261,523Accrued
      interest receivable
            
            
            34,003
            
            
            
            40,517
            
            
            
            37,304Goodwill
            
            
            -
            
            
            
            221,650
            
            
            
            214,118Other
      intangible assets, net
            
            
            13,690
            
            
            
            19,282
            
            
            
            15,707Other
      assets
            
            
            390,412
            
            
            
            478,901
            
            
            
            421,032Total
      assets
            
            $
            11,595,369
            
            
            $
            12,588,231
            
            
            $
            11,894,982Liabilities
      and Shareholders' EquityLiabilitiesDepositsNoninterest-bearing
      retail and commercial deposits
            
            $
            1,100,373
            
            
            $
            1,099,743
            
            
            $
            1,124,404Interest-bearing
      retail and commercial deposits
            
            
            6,579,981
            
            
            
            6,233,137
            
            
            
            6,225,707Total
      retail and commercial deposits
            
            
            7,680,354
            
            
            
            7,332,880
            
            
            
            7,350,111Brokered
      deposits
            
            
            1,748,799
            
            
            
            2,055,772
            
            
            
            1,946,101Total
      deposits
            
            
            9,429,153
            
            
            
            9,388,652
            
            
            
            9,296,212Short-term
      borrowings
            
            
            263,267
            
            
            
            343,154
            
            
            
            322,702Long-term
      debt
            
            
            1,116,206
            
            
            
            1,126,435
            
            
            
            1,116,869Accrued
      interest payable
            
            
            50,640
            
            
            
            72,699
            
            
            
            36,658Other
      liabilities
            
            
            119,282
            
            
            
            148,038
            
            
            
            129,367Total
      liabilities
            
            
            10,978,548
            
            
            
            11,078,978
            
            
            
            10,901,808Commitments
      and contingencies (Note 10)Shareholders'
      equityPreferred
      stock-no par value; authorized 10,000,000 shares; issued and outstanding
      347,000, 537,026, and 351,650 shares, respectively
            
            
            332,943
            
            
            
            519,406
            
            
            
            335,783Common
      stock-par value $1 per share; authorized 325,000,000 shares; issued and
      outstanding 216,403,004, 160,248,170, and 215,455,541 shares,
      respectively
            
            
            216,403
            
            
            
            160,248
            
            
            
            215,456Surplus
            
            
            1,350,001
            
            
            
            1,191,170
            
            
            
            1,344,984Retained
      deficit
            
            
            (1,326,546
            )
            
            
            (403,296
            )
            
            
            (934,598
            )Accumulated
      other comprehensive income, net of deferred taxes
            
            
            43,606
            
            
            
            41,115
            
            
            
            30,938Other,
      net
            
            
            414
            
            
            
            610
            
            
            
            611Total
      shareholders' equity
            
            
            616,821
            
            
            
            1,509,253
            
            
            
            993,174Total
      liabilities and shareholders' equity
            
            $
            11,595,369
            
            
            $
            12,588,231
            
            
            $
            11,894,982





See notes
to consolidated financial statements (unaudited), which are an integral part of
these statements.


1


THE
SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF OPERATIONS


(in
thousands, except per share data) (Unaudited)





Three
      Months Ended
            
            
            Six
      Months EndedJune
      30,
            
            
            June
      30,2010
            
            
            2009
            
            
            2010
            
            
            2009Interest
      IncomeInterest
      and fees on loans
            
            $
            95,195
            
            
            $
            121,823
            
            
            $
            194,055
            
            
            $
            245,942Interest
      and dividends on securities:Taxable
            
            
            17,468
            
            
            
            18,140
            
            
            
            34,954
            
            
            
            38,688Exempt
      from federal income taxes
            
            
            111
            
            
            
            2,072
            
            
            
            343
            
            
            
            4,306Total
      interest and dividends on securities
            
            
            17,579
            
            
            
            20,212
            
            
            
            35,297
            
            
            
            42,994Interest
      on interest-bearing bank balances and short-term
    investments
            
            
            489
            
            
            
            -
            
            
            
            773
            
            
            
            1Total
      interest income
            
            
            113,263
            
            
            
            142,035
            
            
            
            230,125
            
            
            
            288,937Interest
      ExpenseInterest
      on deposits
            
            
            38,046
            
            
            
            49,541
            
            
            
            75,730
            
            
            
            104,384Interest
      on short-term borrowings
            
            
            222
            
            
            
            644
            
            
            
            451
            
            
            
            1,790Interest
      on long-term debt
            
            
            5,527
            
            
            
            5,920
            
            
            
            10,951
            
            
            
            11,815Total
      interest expense
            
            
            43,795
            
            
            
            56,105
            
            
            
            87,132
            
            
            
            117,989Net
      Interest Income
            
            
            69,468
            
            
            
            85,930
            
            
            
            142,993
            
            
            
            170,948Provision
      for Credit Losses
            
            
            113,884
            
            
            
            131,337
            
            
            
            209,007
            
            
            
            273,964Net
      interest income after provision for credit losses
            
            
            (44,416
            )
            
            
            (45,407
            )
            
            
            (66,014
            )
            
            
            (103,016
            )Noninterest
      Income
            
            
            36,965
            
            
            
            32,272
            
            
            
            58,097
            
            
            
            56,013Noninterest
      Expenses
            
            
            305,453
            
            
            
            136,188
            
            
            
            389,106
            
            
            
            226,429Loss
      before income taxes
            
            
            (312,904
            )
            
            
            (149,323
            )
            
            
            (397,023
            )
            
            
            (273,432
            )Income
      tax benefit
            
            
            (3,359
            )
            
            
            (59,647
            )
            
            
            (6,884
            )
            
            
            (109,353
            )Net
      Loss
            
            
            (309,545
            )
            
            
            (89,676
            )
            
            
            (390,139
            )
            
            
            (164,079
            )Preferred
      stock dividends
            
            
            (4,446
            )
            
            
            (6,726
            )
            
            
            (8,783
            )
            
            
            (15,814
            )Deemed
      dividend resulting from accretion of discount
            
            
            (912
            )
            
            
            (857
            )
            
            
            (1,810
            )
            
            
            (1,701
            )Deemed
      dividend resulting from induced conversion
            
            
            -
            
            
            
            (13,986
            )
            
            
            -
            
            
            
            (20,461
            )Amounts
      allocated to participating security holders
            
            
            -
            
            
            
            (240
            )
            
            
            -
            
            
            
            (241
            )Net
      Loss Available to Common Shareholders
            
            $
            (314,903
            )
            
            $
            (111,485
            )
            
            $
            (400,732
            )
            
            $
            (202,296
            )Average
      Common Shares Outstanding, Basic
            
            
            215,987
            
            
            
            90,987
            
            
            
            215,756
            
            
            
            86,629Average
      Common Shares Outstanding, Diluted
            
            
            215,987
            
            
            
            90,987
            
            
            
            215,756
            
            
            
            86,629Loss
      Per Common Share, Basic
            
            $
            (1.46
            )
            
            $
            (1.23
            )
            
            $
            (1.86
            )
            
            $
            (2.34
            )Loss
      Per Common Share, Diluted
            
            
            (1.46
            )
            
            
            (1.23
            )
            
            
            (1.86
            )
            
            
            (2.34
            )Dividends
      Per Common Share
            
            
            -
            
            
            
            0.01
            
            
            
            -
            
            
            
            0.02





See notes
to consolidated financial statements (unaudited), which are an integral part of
these statements.


2


THE
SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF CHANGES


IN
SHAREHOLDERS' EQUITY AND COMPREHENSIVE INCOME (LOSS)


(in
thousands, except share and per share data) (Unaudited)





Shares of Common Stock
            
            
            Common Stock
            
            
            Preferred Stock
            
            
            Surplus
            
            
            Retained Deficit And Other
            
            
            Accumulated Other Comprehensive Income,
      Net
            
            
            TotalBalance,
      December 31, 2008
            
            
            74,643,649
            
            
            $
            74,644
            
            
            $
            566,379
            
            
            $
            1,135,920
            
            
            $
            (198,970
            )
            
            $
            42,558
            
            
            $
            1,620,531Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (164,079
            )
            
            
            -
            
            
            
            (164,079
            )Other
      comprehensive loss, net of income tax of $188
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (1,443
            )
            
            
            (1,443
            )Comprehensive
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (165,522
            )Common
      dividends declared ($0.02 per share)
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (2,452
            )
            
            
            -
            
            
            
            (2,452
            )Preferred
      dividends declared
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (15,814
            )
            
            
            -
            
            
            
            (15,814
            )Accretion
      of discount on preferred stock
            
            
            -
            
            
            
            -
            
            
            
            1,701
            
            
            
            -
            
            
            
            (1,701
            )
            
            
            -
            
            
            
            -Common
      stock activity:Issuance
      of common stock
            
            
            75,000,000
            
            
            
            75,000
            
            
            
            -
            
            
            
            (5,100
            )
            
            
            -
            
            
            
            -
            
            
            
            69,900Conversion
      of preferred stock
            
            
            9,988,306
            
            
            
            9,988
            
            
            
            (48,674
            )
            
            
            58,848
            
            
            
            (20,461
            )
            
            
            -
            
            
            
            (299
            )Restricted
      stock plan
            
            
            325,784
            
            
            
            326
            
            
            
            -
            
            
            
            389
            
            
            
            -
            
            
            
            -
            
            
            
            715Director
      compensation
            
            
            144,763
            
            
            
            145
            
            
            
            -
            
            
            
            102
            
            
            
            -
            
            
            
            -
            
            
            
            247Dividend
      reinvestment plan
            
            
            79,114
            
            
            
            79
            
            
            
            -
            
            
            
            61
            
            
            
            -
            
            
            
            -
            
            
            
            140Employee
      stock purchase plan
            
            
            67,204
            
            
            
            67
            
            
            
            -
            
            
            
            68
            
            
            
            -
            
            
            
            -
            
            
            
            135Stock
      option expense
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            1,372
            
            
            
            -
            
            
            
            -
            
            
            
            1,372Other,
      net
            
            
            (650
            )
            
            
            (1
            )
            
            
            -
            
            
            
            (490
            )
            
            
            791
            
            
            
            -
            
            
            
            300Balance,
      June 30, 2009
            
            
            160,248,170
            
            
            $
            160,248
            
            
            $
            519,406
            
            
            $
            1,191,170
            
            
            $
            (402,686
            )
            
            $
            41,115
            
            
            $
            1,509,253Balance,
      December 31, 2009
            
            
            215,455,541
            
            
            $
            215,456
            
            
            $
            335,783
            
            
            $
            1,344,984
            
            
            $
            (933,987
            )
            
            $
            30,938
            
            
            $
            993,174Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (390,139
            )
            
            
            -
            
            
            
            (390,139
            )Other
      comprehensive income, net of income tax of $6,821
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            12,668
            
            
            
            12,668Comprehensive
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (377,471
            )Accretion
      of discount on preferred stock
            
            
            -
            
            
            
            -
            
            
            
            1,810
            
            
            
            -
            
            
            
            (1,810
            )
            
            
            -
            
            
            
            -Common
      stock activity:Dividend
      reinvestment plan
            
            
            59,547
            
            
            
            59
            
            
            
            -
            
            
            
            (28
            )
            
            
            -
            
            
            
            -
            
            
            
            31Employee
      stock purchase plan
            
            
            123,911
            
            
            
            124
            
            
            
            -
            
            
            
            (40
            )
            
            
            -
            
            
            
            -
            
            
            
            84Restricted
      stock plan
            
            
            48,622
            
            
            
            49
            
            
            
            -
            
            
            
            417
            
            
            
            -
            
            
            
            -
            
            
            
            466Conversion
      of preferred stock
            
            
            715,383
            
            
            
            715
            
            
            
            (4,650
            )
            
            
            3,911
            
            
            
            -
            
            
            
            -
            
            
            
            (24
            )Common
      and preferred stock released by trust for deferred
      compensation
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            501
            
            
            
            -
            
            
            
            501Deferred
      compensation payable in stock
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (697
            )
            
            
            -
            
            
            
            (697
            )Stock
      option expense
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            757
            
            
            
            -
            
            
            
            -
            
            
            
            757Balance,
      June 30, 2010
            
            
            216,403,004
            
            
            $
            216,403
            
            
            $
            332,943
            
            
            $
            1,350,001
            
            
            $
            (1,326,132
            )
            
            $
            43,606
            
            
            $
            616,821





See notes
to consolidated financial statements (unaudited), which are an integral part of
these statements.


3


THE
SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF CASH FLOWS


(in
thousands) (Unaudited)





Six
      Months Ended June 30,2010
            
            
            2009Cash
      Flows from Operating ActivitiesNet
      loss
            
            $
            (390,139
            )
            
            $
            (164,079
            )Adjustments
      to reconcile net loss to net cash provided by operating
      activitiesProvision
      for credit losses
            
            
            209,007
            
            
            
            273,964Depreciation,
      amortization, and accretion, net
            
            
            25,318
            
            
            
            18,749Impairment
      of long-lived assets
            
            
            -
            
            
            
            17,376Loss
      on other real estate owned
            
            
            14,886
            
            
            
            12,997Loss
      on non-mortgage loans held for sale
            
            
            -
            
            
            
            11,299Share-based
      compensation expense
            
            
            1,241
            
            
            
            2,737Goodwill
      impairment
            
            
            214,118
            
            
            
            2,511Gain
      on early extinguishment of debt
            
            
            -
            
            
            
            (3,043
            )Gain
      on certain derivative activities
            
            
            (632
            )
            
            
            (2,220
            )Gain
      on securities
            
            
            (10,098
            )
            
            
            (1,626
            )Gain
      on sale of mortgage loans
            
            
            (1,962
            )
            
            
            (1,263
            )(Gain)
      loss on disposition of premises and equipment
            
            
            (10
            )
            
            
            149Origination
      of loans held for sale
            
            
            (122,198
            )
            
            
            (198,882
            )Sale
      of loans held for sale and principal repayments
            
            
            111,178
            
            
            
            220,306Decrease
      (increase) in other assets
            
            
            50,206
            
            
            
            (80,136
            )(Decrease)
      increase in other liabilities
            
            
            (1,359
            )
            
            
            1,262Net
      cash provided by operating activities
            
            
            99,556
            
            
            
            110,101Cash
      Flows from Investing ActivitiesSale
      of securities available for sale
            
            
            198,676
            
            
            
            131,466Maturity,
      redemption, call, or principal repayments of securities available for
      sale
            
            
            271,211
            
            
            
            390,889Maturity,
      redemption, call, or principal repayments of securities held to
      maturity
            
            
            36,541
            
            
            
            7,467Purchase
      of securities available for sale
            
            
            (456,842
            )
            
            
            (194,069
            )Purchase
      of securities held to maturity
            
            
            -
            
            
            
            (131,435
            )Sale
      of securities held to maturity
            
            
            57,168
            
            
            
            -Repayments
      of loans held for investment, net of originations
            
            
            443,295
            
            
            
            232,690Sale
      of loans originally held for investment
            
            
            36,009
            
            
            
            305,312Sale
      of other real estate owned
            
            
            23,941
            
            
            
            13,985Sale
      of premises and equipment
            
            
            294
            
            
            
            7Purchase
      of premises and equipment
            
            
            (3,863
            )
            
            
            (25,968
            )Net
      cash provided by investing activities
            
            
            606,430
            
            
            
            730,344Cash
      Flows from Financing ActivitiesIncrease
      (decrease) in deposits, net
            
            
            130,967
            
            
            
            (16,496
            )Decrease
      in short-term borrowings
            
            
            (59,435
            )
            
            
            (1,283,247
            )Issuance
      of long-term debt
            
            
            -
            
            
            
            550,000Payment
      of long-term debt
            
            
            (89
            )
            
            
            (129,030
            )Issuance
      of common stock
            
            
            -
            
            
            
            69,900Cash
      dividends paid on common stock
            
            
            -
            
            
            
            (1,595
            )Cash
      dividends paid on preferred stock
            
            
            -
            
            
            
            (18,429
            )Conversion
      of preferred stock
            
            
            -
            
            
            
            (299
            )Other
      common stock activity
            
            
            (105
            )
            
            
            (175
            )Net
      cash provided by (used for) financing activities
            
            
            71,338
            
            
            
            (829,371
            )Net
      change in cash and cash equivalents
            
            
            777,324
            
            
            
            11,074Cash
      and cash equivalents at beginning of period
            
            
            383,308
            
            
            
            292,385Cash
      and cash equivalents at end of period
            
            $
            1,160,632
            
            
            $
            303,459Supplemental
      Cash Flow DataInterest
      paid, net of amounts capitalized
            
            $
            71,791
            
            
            $
            114,683Income
      tax (refunds) payments, net
            
            
            (20,751
            )
            
            
            (47,041
            )Significant
      non-cash investing and financing transactions:Unrealized
      gain on available for sale securities
            
            
            27,093
            
            
            
            19,240Securities
      transferred to available for sale from held to maturity
            
            
            34,930
            
            
            
            -Loans
      transferred to other real estate owned
            
            
            64,140
            
            
            
            76,259Loans
      transferred from held for investment to held for sale
            
            
            40,861
            
            
            
            346,471Conversion/exchange
      of preferred stock
            
            
            4,650
            
            
            
            143,174





See notes
to consolidated financial statements (unaudited), which are an integral part of
these statements.


4


THE
SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES


Notes
to Consolidated Financial Statements (unaudited)





Note1 –
General





The
foregoing unaudited Consolidated Financial Statements and Notes are presented in
accordance with the instructions for the Securities and Exchange Commission
Quarterly Report on Form 10-Q. “TSFG” refers to The South Financial Group, Inc.
and subsidiaries, except where the context requires otherwise. The information
contained in the Consolidated Financial Statements included in TSFG's Annual
Report on Form 10-K for the year ended December 31, 2009 should be referred to
in connection with the reading of these unaudited interim Consolidated Financial
Statements. The Consolidated Balance Sheet at December 31, 2009 is derived from
TSFG’s Consolidated Audited Financial Statements, but does not include all
disclosures required by accounting principles generally accepted in the United
States of America. In the opinion of management, all adjustments necessary to
present a fair statement of the results for the interim periods have been made.
All such adjustments are of a normal, recurring nature. TSFG has evaluated
subsequent events for potential recognition and/or disclosure through the date
the Consolidated Financial Statements included in this Quarterly Report on Form
10-Q were issued.





Nature
of Operations





TSFG is a bank holding company
headquartered in Greenville, South Carolina that offers a broad range of
financial products and services, including banking, treasury management,
investments, wealth management, and private banking services. TSFG’s banking
subsidiary Carolina First Bank conducts banking operations in South Carolina and
North Carolina (as Carolina First) and in Florida (as Mercantile). TSFG also
owns several non-bank subsidiaries. At June 30, 2010, TSFG operated through 83
branch offices in South Carolina, 66 in Florida, and 27 in North Carolina. In
South Carolina, the branches are primarily located in the state’s largest
metropolitan areas. The Florida operations are principally concentrated in the
Jacksonville, Orlando, Tampa Bay, Southeast Florida, and Gainesville areas. The
North Carolina branches are primarily located in the Hendersonville and
Asheville areas of western North Carolina and in the Wilmington area of eastern
North Carolina.





Going
Concern Considerations





The
Consolidated Financial Statements have been prepared on a going concern basis,
which contemplates the realization of assets and the discharge of liabilities in
the normal course of business for the foreseeable future. These Consolidated
Financial Statements do not include any adjustments relating to the
recoverability or classification of assets or the amounts and classification of
liabilities that may be necessary should we be unable to continue as a going
concern. Management continues to assess a number of factors including liquidity,
capital, asset quality, and profitability that affect our ability to continue in
operation, as well as the proposed merger with The Toronto-Dominion Bank (“TD”),
discussed below.





As
described in Note 12, Regulatory Matters, Carolina First Bank is currently
operating under a Consent Order with the Federal Deposit Insurance Corporation
(“FDIC”) and the South Carolina State Board of Financial Institutions (the
“Consent Order”). In addition, The South Financial Group, Inc. has entered into
a Written Agreement (the “Fed Agreement”) with the Board of Governors of the
Federal Reserve System (the “Federal Reserve”).





On May
16, 2010, the Company entered into a definitive agreement (“The Merger
Agreement”) with TD providing for the merger of The South Financial Group, Inc.
and a wholly-owned subsidiary of TD. Completion of the merger requires, among
other things, the approval of TSFG’s shareholders and customary regulatory
approvals. See Note 13, Definitive Agreement, for additional information
regarding the proposed transaction. Although TSFG expects the merger to occur in
September 2010, there can be no assurance that the merger will be consummated
or, if consummated, when the merger will occur.





If the
merger is not consummated and if TSFG is otherwise unable to raise capital, due
to existing regulatory restrictions on cash payments between Carolina First Bank
and TSFG, TSFG may be unable to continue as a going concern, and any continued
independent operation would likely depend upon the ability to raise additional
capital. There can be no assurance that TSFG will be successful in any efforts
to raise such capital. Also, the pursuit of any additional strategic alternative
transactions would involve significant expenses and management time and
attention.





Both the
parent company and Carolina First Bank actively manage liquidity and cash flow
needs. The parent company does not have any debt maturing during 2010 or 2011.
TSFG has suspended its common and preferred




5





THE
SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES


Notes
to Consolidated Financial Statements (unaudited)





dividends
to shareholders. At June 30, 2010, the parent company had $25.8 million of cash
and cash equivalents. During the first six months of 2010, the parent company
contributed $30.0 million to its subsidiary bank as a capital
contribution.




Cash and
cash equivalents at the banking subsidiary at June 30, 2010 were approximately
$1.2 billion. Carolina First Bank has $90,000 of long-term debt and $419.5
million in brokered CDs maturing in the remaining six months of 2010. Liquidity
at the bank level is dependent upon the deposit franchise which funds 81.3% of
the Company’s assets (or 66.2% excluding brokered CDs). During April 2010, the
FDIC approved an interim final rule extending the Transaction Account Guarantee
Program (“TAGP”), which provides full FDIC coverage for noninterest-bearing
transaction deposit accounts and certain interest-bearing checking accounts,
from June 30, 2010 to December 31, 2010 (and subject to extension for an
additional one year as determined by the FDIC). On July 21, 2010, sweeping
financial regulatory reform legislation entitled the “Dodd-Frank Wall Street
Reform and Consumer Protection Act” (the “Dodd-Frank Act”) was signed into law.
The Act permanently increases the statutory standard maximum deposit insurance
amount to $250,000. In addition, the Act provides, for all insured depository
institutions, full deposit insurance coverage for noninterest-bearing
transaction accounts for 2 years starting December 31, 2010. Deposit balances
which are not covered by FDIC insurance total approximately $764 million
currently, and would increase to approximately $1.1 billion without the benefit
of the FDIC’s TAGP, but incorporating benefits of the Dodd-Frank Act. A
significant portion of uninsured deposits are public fund deposits which are
collateralized by investment securities. Loss of collateralized deposits in a
liquidity crisis would be essentially liquidity-neutral to the extent released
collateral could be sold or used to secure replacement wholesale funding. Thus,
the primary deposit-related liquidity risk relates to balances which are neither
insured nor collateralized, which total approximately $387 million currently,
and would increase to approximately $449 million without the benefit of the
TAGP, but incorporating benefits of the Dodd-Frank Act. Public deposits which
are currently insured but which would be uninsured and would therefore require
collateralization without the benefit of the TAGP totaled approximately $252
million at June 30, 2010. Free securities, which totaled $923 million at June
30, 2010, would be available to meet incremental collateral needs and, along
with surplus cash, represent reserves to address liquidity needs in a crisis
scenario. If a liquidity issue presents itself, deposit promotions may yield
in-flows of cash, but such a strategy could be limited based on limitations on
maximum interest rates imposed on TSFG by the Consent Order.





Based on
current and expected liquidity needs and sources, as well as the probable
completion of the TD merger, and excluding a liquidity crisis, management
expects TSFG to be able to meet its obligations at least through June 30, 2011.
However, if the Company is unable to consummate
the merger with TD or otherwise comply with the terms of the Consent
Order, its banking regulators could take further action, which could
include actions (including the implementation of a receivership) that would have
a material adverse effect on the Company’s business, results of operations and
financial position.





Accounting
Estimates and Assumptions





The
preparation of the Consolidated Financial Statements and accompanying Notes
requires management of TSFG to make a number of estimates and assumptions
relating to reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the Consolidated Financial
Statements and the reported amounts of revenues and expenses during the period.
Actual results could differ significantly from these estimates and assumptions.
Material estimates that are particularly susceptible to significant change
relate to the determination of the allowance for loan losses and reserve for
unfunded lending commitments, the effectiveness of derivative and other hedging
activities, the fair value of certain financial instruments (securities,
derivatives, privately held investments, and, for purposes of goodwill
impairment evaluation, loans), income tax assets or liabilities (including
deferred tax assets and any related valuation allowance), share-based
compensation, and accounting for acquisitions, including the fair value
determinations, the analysis of goodwill impairment and the analysis of
valuation allowances in the initial accounting of loans acquired. To a lesser
extent, significant estimates are also associated with the determination of
contingent liabilities, discretionary compensation, and other employee benefit
agreements.





Principles
of Consolidation





The
Consolidated Financial Statements include the accounts of The South Financial
Group, Inc. and all other entities in which it has a controlling financial
interest. All significant intercompany balances and transactions have been
eliminated in consolidation.


6


THE
SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES


Notes
to Consolidated Financial Statements (unaudited)





Reclassifications





Certain
prior year amounts have been reclassified to conform to the 2010 presentation
with no impact on shareholders’ equity or net loss as previously reported. In
particular, beginning first quarter 2010, TSFG reclassified interest-bearing
balances held at the Federal Reserve from cash and due from banks to
interest-bearing bank balances. Amounts for prior periods (including $192.8
million at December 31, 2009 and $152.2 million at June 30, 2009) have been
reclassified to conform to the current presentation.





Cash
and Cash Equivalents





Cash and
cash equivalents include cash and due from banks, interest-bearing bank
balances, and federal funds sold. Generally, both cash and cash equivalents have
maturities of three months or less, and accordingly, the carrying amount of
these instruments is deemed to be a reasonable estimate of fair value. At June
30, 2010, interest-bearing cash balances held at the Federal Reserve totaled
$1.0 billion and are included in interest-bearing bank balances.





Loans
Held for Sale





Loans
held for sale include loans originated and intended for sale in the secondary
market, primarily residential mortgage loans and the guaranteed portion of Small
Business Administration (“SBA”) loans, as well as other loans that management
has an active plan to sell. Loans held for sale are carried at the lower of cost
or estimated fair value, generally on an individual asset basis for commercial
and mortgage loans, and on an aggregate basis for other consumer loans. Prior to
sale, decreases in fair value and subsequent recoveries in fair value up to the
cost basis are included in noninterest income or expense. Gains or losses on
sales of loans are recognized in noninterest income or expense at the time the
transfer qualifies as a sale and are determined by the difference between net
sales proceeds and the carrying value of the loans sold. Transactions that constitute a legal sale of a portion
of the loan but do not qualify to be accounted for as a loan sale are recorded
as secured borrowings.





Loans or
pools of loans are transferred from the held for investment portfolio to the
held for sale portfolio when the intent to hold the loans has changed due to
portfolio management or risk mitigation strategies and when there is a plan to
sell the loans within a reasonable period of time. At the time of transfer, if
the fair value is less than the cost, the difference related to the credit
quality of the loan is recorded as an adjustment to the allowance for loan
losses. Decreases in fair value subsequent to the transfer are recognized in
noninterest income or expense.





Loans or
pools of loans are transferred from the held for sale portfolio to the held for
investment portfolio when the intent to sell the loans has changed. Any
previously recorded lower of cost or market adjustments are amortized to
interest income over the remaining life of the loans.





Recently
Adopted Accounting Pronouncements





Accounting
for Transfers of Financial Assets





Accounting
Standards Update 2009-16 (“ASU 2009-16”), “Accounting for Transfers of Financial
Assets,” amends Financial Accounting Standards Board (“FASB”) Accounting
Standards Codification (“ASC”) 860, “Transfers and Servicing,” primarily to (1)
eliminate the concept of a qualifying special-purpose entity, (2) limit the
circumstances under which a financial asset (or portion thereof) should be
derecognized when the entire financial asset has not been transferred to a
non-consolidated entity, and (3) require additional information to be disclosed
concerning a transferor's continuing involvement with transferred financial
assets. TSFG adopted this standard effective January 1, 2010 with no significant
impact on its Consolidated Financial Statements.





Accounting
for Variable Interest Entities





Accounting
Standards Update 2009-17 (“ASU 2009-17”), “Accounting for Variable Interest
Entities,” amends FASB ASC 810, “Consolidation,” to require a comprehensive
qualitative analysis to be performed to determine whether a holder of variable
interests in a variable interest entity also has a controlling financial
interest in that entity. In addition, FASB ASC 810 has been amended to require
that the same such analysis be applied to entities previously designated as
qualified special-purpose entities under FASB ASC 860. TSFG adopted this
standard effective January 1, 2010 with no significant impact on its
Consolidated Financial Statements.


7


THE
SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES


Notes
to Consolidated Financial Statements (unaudited)





Investments in Certain Entities That
Calculate Net Asset Value per Share (or Its Equivalent)





Accounting Standards Update No. 2009-12(“ASU 2009-12”), “Fair Value Measurements and Disclosures: Investments
in Certain Entities That Calculate Net Asset Value per Share (or Its
Equivalent),” offers guidance on how to use a NAV per share to estimate the fair
value of investments in hedge funds, private equity funds, real estate funds,
venture capital funds, offshore fund vehicles, and funds of funds.TSFG
adopted this standard effective January 1, 2010 with no significant impact on
its Consolidated Financial Statements.





Improving
Disclosures about Fair Value Measurements





Accounting
Standards Update No. 2010-06 (“ASU 2010-06”), “Improving Disclosures about Fair
Value Measurements,” amends FASB ASC 820-10, “Fair Value Measurements and
Disclosures,” to require disclosure of transfers in and out of Levels 1 and 2
and gross presentation of items in the Level 3 rollforward. The guidance also
clarifies the level of disaggregation required for fair value measurement
disclosures and requires disclosure of inputs and valuation techniques used in
Levels 2 and 3. With the exception of the gross presentation of items in the
Level 3 rollforward (which is effective for fiscal years beginning after
December 15, 2010), TSFG adopted this guidance effective January 1, 2010 with no
significant impact on its Consolidated Financial Statements.





Effect
of a Loan Modification When the Loan Is Part of a Pool That Is Accounted for as
a Single Asset





Accounting
Standards Update No. 2010-18 (“ASU 2010-18”), “Receivables: Effect of a Loan
Modification When the Loan is Part of a Pool that is Accounted for as a Single
Asset,” allows a company to make a one-time election to prospectively terminate
accounting for loans as a pool. Companies shall apply this election on a
pool-by-pool basis. In addition, this election does not preclude an entity from
accounting for future loan acquisitions as a pooled unit of
accounting.  This ASU is effective for any modification of a loan (or
loans) accounted for within a pool occurring in interim or annual periods ending
on or after July 15, 2010. Earlier application of the ASU is
permitted.





Disclosures
about the Credit Quality of Financing Receivables and the Allowance for Credit
Losses





Accounting Standards Update No. 2010-20 (“ASU 2010-20”),
“Disclosures about the Credit Quality of Financing Receivables and the
Allowance for Credit Losses,”requires
companies to provide more information in their disclosures about the credit
quality of their financing receivables and the credit reserves held against
them. ASU 2010-20 will improve transparency in financial reporting by public and
nonpublic companies that hold financing receivables, which include loans, lease
receivables, and other long-term receivables. For public companies, the
amendments that require disclosures as of the end of a reporting period are
effective for periods ending on or after December 15, 2010. The amendments that
require disclosures about activity that occurs during a reporting period are
effective for periods beginning on or after December 15, 2010.


8


THE
SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES


Notes
to Consolidated Financial Statements (unaudited)





Note
2 –
Noninterest Income and Noninterest Expense





The
following presents the details for noninterest income and noninterest expense
(in thousands):





Three
      Months Ended
            
            
            Six
      Months EndedJune 30,
            
            
            June 30,2010
            
            2009
            
            
            2010
            
            
            2009Noninterest
      IncomeService
      charges on deposit accounts
            
            $
            9,385
            
            
            $
            9,535
            
            
            $
            18,608
            
            
            $
            18,803Debit
      card income, net
            
            
            2,564
            
            
            
            2,168
            
            
            
            4,780
            
            
            
            4,093Customer
      service fee income
            
            
            1,189
            
            
            
            1,264
            
            
            
            2,315
            
            
            
            2,473Total
      customer fee income
            
            
            13,138
            
            
            
            12,967
            
            
            
            25,703
            
            
            
            25,369Insurance
      income
            
            
            1,584
            
            
            
            1,765
            
            
            
            3,460
            
            
            
            4,222Retail
      investment services, net
            
            
            1,603
            
            
            
            1,646
            
            
            
            3,190
            
            
            
            3,656Trust
      and investment management income
            
            
            1,161
            
            
            
            1,495
            
            
            
            2,263
            
            
            
            2,960Benefits
      administration fees
            
            
            -
            
            
            
            571
            
            
            
            -
            
            
            
            1,213Total
      wealth management income
            
            
            4,348
            
            
            
            5,477
            
            
            
            8,913
            
            
            
            12,051Bank-owned
      life insurance income
            
            
            4,480
            
            
            
            2,560
            
            
            
            6,924
            
            
            
            5,062Mortgage
      banking income
            
            
            1,493
            
            
            
            2,050
            
            
            
            2,782
            
            
            
            3,255Gain
      on certain derivative activities
            
            
            573
            
            
            
            1,085
            
            
            
            632
            
            
            
            2,220Merchant
      processing income, net
            
            
            -
            
            
            
            817
            
            
            
            -
            
            
            
            1,427Gain
      on securities, net
            
            
            10,487
            
            
            
            4,580
            
            
            
            10,098
            
            
            
            1,626Other
            
            
            2,446
            
            
            
            2,736
            
            
            
            3,045
            
            
            
            5,003Total
      noninterest income
            
            $
            36,965
            
            
            $
            32,272
            
            
            $
            58,097
            
            
            $
            56,013Noninterest
      ExpensesSalaries
      and wages
            
            $
            29,085
            
            
            $
            34,739
            
            
            $
            58,921
            
            
            $
            69,930Employee
      benefits
            
            
            6,793
            
            
            
            8,925
            
            
            
            11,305
            
            
            
            17,848Severance
      related benefits
            
            
            -
            
            
            
            829
            
            
            
            878
            
            
            
            829Total
      salaries and wages and employee benefits
            
            
            35,878
            
            
            
            44,493
            
            
            
            71,104
            
            
            
            88,607Goodwill
      impairment
            
            
            214,118
            
            
            
            2,511
            
            
            
            214,118
            
            
            
            2,511Occupancy
            
            
            9,771
            
            
            
            9,506
            
            
            
            19,471
            
            
            
            18,942Regulatory
      assessments
            
            
            8,708
            
            
            
            6,479
            
            
            
            15,858
            
            
            
            11,134Write-downs/loss
      on other real estate owned
            
            
            9,394
            
            
            
            12,873
            
            
            
            14,886
            
            
            
            12,997Furniture
      and equipment
            
            
            6,335
            
            
            
            6,801
            
            
            
            12,941
            
            
            
            13,746Loan
      collection and foreclosed asset expense
            
            
            5,940
            
            
            
            7,247
            
            
            
            10,632
            
            
            
            12,138Professional
      services (a)
            
            
            5,295
            
            
            
            4,351
            
            
            
            10,624
            
            
            
            8,858Project
      NOW expense
            
            
            -
            
            
            
            281
            
            
            
            -
            
            
            
            1,579Telecommunications
            
            
            1,563
            
            
            
            1,551
            
            
            
            3,099
            
            
            
            3,077Advertising
      and business development
            
            
            986
            
            
            
            2,109
            
            
            
            2,155
            
            
            
            3,390Loss
      on nonmortgage loans held for sale
            
            
            -
            
            
            
            9,461
            
            
            
            -
            
            
            
            11,299Amortization
      of intangibles
            
            
            1,008
            
            
            
            1,286
            
            
            
            2,017
            
            
            
            2,577FDIC
      special assessment
            
            
            -
            
            
            
            5,700
            
            
            
            -
            
            
            
            5,700Loss
      on repurchase of auction rate securities
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            676Gain
      on early extinguishment of debt
            
            
            -
            
            
            
            (2,991
            )
            
            
            -
            
            
            
            (3,043
            )Impairment
      of long-lived assets
            
            
            -
            
            
            
            17,376
            
            
            
            -
            
            
            
            17,376Other
            
            
            6,457
            
            
            
            7,154
            
            
            
            12,201
            
            
            
            14,865Total
      noninterest expenses
            
            $
            305,453
            
            
            $
            136,188
            
            
            $
            389,106
            
            
            $
            226,429





(a)
Expenses related to the proposed merger with TD and related capital raising
activities totaled $1.4 million and $3.1 million for the three and six months
ended June 30, 2010, respectively.


9


THE
SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES


Notes
to Consolidated Financial Statements (unaudited)





Note
3 –
Accumulated Other Comprehensive Income





The following summarizes accumulated
other comprehensive income, net of tax (in thousands):





Three
      Months Ended
            
            
            Six
      Months EndedJune 30,
            
            
            June 30,2010
            
            
            2009
            
            
            2010
            
            
            2009Net
      Unrealized Gains on SecuritiesAvailable for
    SaleBalance
      at beginning of period
            
            $
            27,153
            
            
            $
            27,233
            
            
            $
            18,487
            
            
            $
            6,890Other
      comprehensive income (loss):Unrealized
      holding gains (losses) arising during the period
            
            
            24,283
            
            
            
            (8,116
            )
            
            
            37,615
            
            
            
            24,185Income
      tax (expense) benefit
            
            
            (8,499
            )
            
            
            3,113
            
            
            
            (13,165
            )
            
            
            (8,848
            )Less:  
      Reclassification adjustment for gains included in net loss
            
            
            (10,522
            )
            
            
            (4,950
            )
            
            
            (10,522
            )
            
            
            (4,945
            )Income
      tax expense
            
            
            3,683
            
            
            
            1,733
            
            
            
            3,683
            
            
            
            1,7318,945
            
            
            
            (8,220
            )
            
            
            17,611
            
            
            
            12,123Balance
      at end of period
            
            
            36,098
            
            
            
            19,013
            
            
            
            36,098
            
            
            
            19,013Net
      Unrealized Gains on Cash Flow HedgesBalance
      at beginning of period
            
            
            10,273
            
            
            
            29,785
            
            
            
            12,451
            
            
            
            35,668Other
      comprehensive (loss) income:Unrealized
      (loss) gain on change in fair values
            
            
            29
            
            
            
            2,376
            
            
            
            1,687
            
            
            
            6,264Income
      tax benefit (expense)
            
            
            (10
            )
            
            
            (831
            )
            
            
            (591
            )
            
            
            (2,192
            )Less:  
      Reclassification adjustment for gains included in net loss
            
            
            (4,283
            )
            
            
            (14,196
            )
            
            
            (9,291
            )
            
            
            (27,135
            )Income
      tax (benefit) expense
            
            
            1,499
            
            
            
            4,968
            
            
            
            3,252
            
            
            
            9,497(2,765
            )
            
            
            (7,683
            )
            
            
            (4,943
            )
            
            
            (13,566
            )Balance
      at end of period
            
            
            7,508
            
            
            
            22,102
            
            
            
            7,508
            
            
            
            22,102$
            43,606
            
            
            $
            41,115
            
            
            $
            43,606
            
            
            $
            41,115Total
      other comprehensive income (loss)
            
            $
            6,180
            
            
            $
            (15,903
            )
            
            $
            12,668
            
            
            $
            (1,443
            )Net
      loss
            
            
            (309,545
            )
            
            
            (89,676
            )
            
            
            (390,139
            )
            
            
            (164,079
            )Comprehensive
      loss
            
            $
            (303,365
            )
            
            $
            (105,579
            )
            
            $
            (377,471
            )
            
            $
            (165,522
            )





Note
4 –Securities





The
aggregate amortized cost and estimated fair value of securities available for
sale and securities held to maturity (in thousands) were as
follows:





June 30, 2010Gross
            
            
            GrossAmortized
            
            
            Unrealized
            
            
            Unrealized
            
            
            EstimatedCost
            
            
            Gains
            
            
            Losses
            
            
            Fair ValueSecurities
      Available for SaleU.S.
      Treasury
            
            $
            2,059
            
            
            $
            32
            
            
            $
            -
            
            
            $
            2,091U.S.
      Government agencies
            
            
            480,287
            
            
            
            4,896
            
            
            
            -
            
            
            
            485,183Agency
      residential mortgage-backed securities
            
            
            1,587,812
            
            
            
            50,324
            
            
            
            -
            
            
            
            1,638,136Private
      label residential mortgage-backed securities
            
            
            6,146
            
            
            
            62
            
            
            
            -
            
            
            
            6,208State
      and municipals
            
            
            11,499
            
            
            
            319
            
            
            
            -
            
            
            
            11,818Other
      investments
            
            
            2,014
            
            
            
            43
            
            
            
            141
            
            
            
            1,916$
            2,089,817
            
            
            $
            55,676
            
            
            $
            141
            
            
            $
            2,145,352


10


THE
SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES


Notes
to Consolidated Financial Statements (unaudited)





December 31, 2009Amortized
      Cost
            
            
            Gross
      Unrealized Gains
            
            
            Gross
      Unrealized Losses
            
            
            Estimated
      Fair ValueSecurities
      Available for SaleU.S.
      Treasury
            
            $
            2,069
            
            
            $
            -
            
            
            $
            24
            
            
            $
            2,045U.S.
      Government agencies
            
            
            78,696
            
            
            
            1,011
            
            
            
            -
            
            
            
            79,707Agency
      residential mortgage-backed securities
            
            
            1,952,386
            
            
            
            34,984
            
            
            
            7,065
            
            
            
            1,980,305Private
      label residential mortgage-backed securities
            
            
            8,757
            
            
            
            12
            
            
            
            265
            
            
            
            8,504State
      and municipals
            
            
            23,086
            
            
            
            76
            
            
            
            4
            
            
            
            23,158Other
      investments
            
            
            1,964
            
            
            
            24
            
            
            
            306
            
            
            
            1,682$
            2,066,958
            
            
            $
            36,107
            
            
            $
            7,664
            
            
            $
            2,095,401Securities
      Held to MaturityState
      and municipals
            
            $
            16,217
            
            
            $
            411
            
            
            $
            9
            
            
            $
            16,619Agency
      residential mortgage-backed securities
            
            
            111,199
            
            
            
            1,578
            
            
            
            -
            
            
            
            112,777Other
      investments
            
            
            100
            
            
            
            -
            
            
            
            -
            
            
            
            100$
            127,516
            
            
            $
            1,989
            
            
            $
            9
            
            
            $
            129,496





There
were no securities held to maturity at June 30, 2010. The amortized cost and
estimated fair value of securities available for sale (in thousands) at June 30,
2010, by contractual maturity, are shown in the following table. Expected
maturities will differ from contractual maturities because borrowers may have
the right to call or prepay obligations with or without call or prepayment
penalties. The estimated fair value of securities was determined using quoted
market prices.





June 30, 2010Amortized
            
            
            EstimatedCost
            
            
            Fair ValueSecurities
      Available for SaleDue
      in one year or less
            
            $
            119,958
            
            
            $
            121,556Due
      after one year through five years
            
            
            1,361,985
            
            
            
            1,392,095Due
      after five years through ten years
            
            
            287,010
            
            
            
            294,079Due
      after ten years
            
            
            318,902
            
            
            
            335,757No
      contractual maturity
            
            
            1,962
            
            
            
            1,865$
            2,089,817
            
            
            $
            2,145,352


11


THE
SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES


Notes
to Consolidated Financial Statements (unaudited)





Proceeds from sales of securities
available for sale, gross realized gains and losses on sales, and maturities and
other securities transactions (in thousands) are summarized as follows. The net
gains or losses are shown in noninterest income as gain on securities,
net.





Three
      Months Ended
            
            
            Six
      Months EndedJune 30,
            
            
            June 30,2010
            
            
            2009
            
            
            2010
            
            
            2009Proceeds
      from sales of securities held to maturity
            
            $
            57,168
            
            
            $
            -
            
            
            $
            57,168
            
            
            $
            -Proceeds
      from sales of securities available for sale
            
            
            198,676
            
            
            
            125,737
            
            
            
            198,676
            
            
            
            131,466Sales
      of securities held to maturity:Gross
      realized gains
            
            $
            2,162
            
            
            $
            -
            
            
            $
            2,162
            
            
            $
            -Sales
      of securities available for sale:Gross
      realized gains
            
            
            9,412
            
            
            
            5,385
            
            
            
            9,412
            
            
            
            5,385Gross
      realized losses
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (5
            )Maturities
      and other securities transactions:Gross
      realized gains
            
            
            -
            
            
            
            -
            
            
            
            71
            
            
            
            -Other-than-temporary
      impairment
            
            
            (1,087
            )
            
            
            (805
            )
            
            
            (1,547
            )
            
            
            (3,754
            )Net
      gain on securities
            
            $
            10,487
            
            
            $
            4,580
            
            
            $
            10,098
            
            
            $
            1,626





During
second quarter 2010, TSFG sold securities classified as held to maturity with a
net carrying amount of $55.0 million and recognized a $2.2 million gain on the
sale. In addition, TSFG re-assessed its intent to hold its remaining securities
classified as held to maturity. As a result of this re-assessment, TSFG
reclassified the remaining held to maturity portfolio with a net carrying amount
of $34.4 million to available for sale, recording an unrealized gain of $1.0
million in order to adjust to the fair value of $35.4 million at June 30,
2010.





During
the three and six months ended June 30, 2010, TSFG sold securities classified as
available for sale with a net carrying amount of $189.3 million and recognized a
$9.4 million gain on the sale. During the three and six months ended June 30,
2009, TSFG sold securities classified as available for sale with net carrying
amounts of $120.3 million and $126.1 million, respectively, and recognized net
gains of $5.4 million on the sales.





Subsequent
to quarter-end, TSFG sold approximately $2.1 billion of securities and
recognized a gain on sale of $54.4 million. Proceeds were reinvested into
short-term agency securities, with the remainder held as excess cash. The
unrealized gain or loss on securities is excluded from regulatory capital
calculations; therefore, the gain recognition on the securities sales improved
regulatory capital ratios.





Securities
with estimated fair values of $1.2 billion and $1.1 billion at June
30, 2010 and December 31, 2009, respectively, were pledged to secure public
deposits and for other purposes. The amortized cost totaled approximately
$1.2 billion and $1.1 billion for these same periods.





Gross
unrealized losses on investment securities and the fair value of the related
securities, aggregated by investment category and length of time that individual
securities have been in an unrealized loss position, were as follows (in
thousands):





June 30, 2010Less than 12 Months
            
            
            12 Months or Longer
            
            
            TotalFair
              Value
            
            
            Unrealized
              Losses
            
            
            Fair
              Value
            
            
            Unrealized
              Losses
            
            
            Fair
              Value
            
            
            Unrealized
              LossesSecurities
      Available for SaleOther
      investments
            
            $
            1,325
            
            
            $
            120
            
            
            $
            41
            
            
            $
            21
            
            
            $
            1,366
            
            
            $
            141


12


THE
SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES


Notes
to Consolidated Financial Statements (unaudited)





December
      31, 2009Less
      than 12 Months
            
            
            12
      Months or Longer
            
            
            TotalFair
            
            
            Unrealized
            
            
            Fair
            
            
            Unrealized
            
            
            Fair
            
            
            UnrealizedValue
            
            
            Losses
            
            
            Value
            
            
            Losses
            
            
            Value
            
            
            LossesSecurities
      Available for SaleU.S.
      Treasury
            
            $
            2,045
            
            
            $
            24
            
            
            $
            -
            
            
            $
            -
            
            
            $
            2,045
            
            
            $
            24Agency
      residential mortgage-backed securities
            
            
            758,427
            
            
            
            7,053
            
            
            
            2,572
            
            
            
            12
            
            
            
            760,999
            
            
            
            7,065Private
      label residential mortgage-backed securities
            
            
            -
            
            
            
            -
            
            
            
            2,392
            
            
            
            265
            
            
            
            2,392
            
            
            
            265State
      and municipals
            
            
            -
            
            
            
            -
            
            
            
            648
            
            
            
            4
            
            
            
            648
            
            
            
            4Other
      investments
            
            
            399
            
            
            
            116
            
            
            
            830
            
            
            
            190
            
            
            
            1,229
            
            
            
            306$
            760,871
            
            
            $
            7,193
            
            
            $
            6,442
            
            
            $
            471
            
            
            $
            767,313
            
            
            $
            7,664Securities
      Held to MaturityState
      and municipals
            
            $
            1,237
            
            
            $
            9
            
            
            $
            -
            
            
            $
            -
            
            
            $
            1,237
            
            
            $
            9





During
second quarter 2010, TSFG recorded $1.1 million in other-than-temporary
impairment on certain of its debt securities due to a change in intent to hold
the securities until a recovery in value based on a change in investment
strategy. Subsequent to quarter-end, TSFG sold approximately $2.1 billion of
securities and recognized a gain on sale of $54.4 million.





At June
30, 2010, TSFG had four individual equity investments that were in an unrealized
loss position. These securities were not considered impaired on an
other-than-temporary basis based on either the short duration of the unrealized
loss, or, to the extent that an investment has been in an unrealized loss
position for more than a year, improving trends in fair value.





TSFG also
invests in limited partnerships, limited liability companies and other privately
held companies. These investments are included in other assets. In the three and
six months ended June 30, 2010, TSFG recorded $34,800 and $494,000,
respectively, in other-than-temporary impairment on these investments. At June
30, 2010, TSFG's investment in these entities totaled $14.7 million, of which
$7.8 million were accounted for under the cost method and $6.9 million were
accounted for under the equity method.


13


THE
SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES


Notes
to Consolidated Financial Statements (unaudited)





Note5 –
Loans





The following is a summary of loans by
category (in thousands):





June
      30, 2010
            
            
            December
      31, 2009Commercial
      LoansCommercial
      and industrial
            
            $
            1,796,992
            
            
            $
            2,080,329Commercial
      owner - occupied real estate
            
            
            1,269,990
            
            
            
            1,271,525Commercial
      real estate
            
            
            3,158,947
            
            
            
            3,501,8096,225,929
            
            
            
            6,853,663Consumer
      LoansIndirect
      - sales finance
            
            
            179,312
            
            
            
            230,426Consumer
      lot loans
            
            
            121,412
            
            
            
            144,315Direct
      retail
            
            
            79,172
            
            
            
            83,460Home
      equity
            
            
            772,748
            
            
            
            787,6451,152,644
            
            
            
            1,245,846Mortgage
      Loans
            
            
            279,822
            
            
            
            286,618Total
      loans held for investment
            
            
            7,658,395
            
            
            
            8,386,127Loans
      held for sale
            
            
            31,457
            
            
            
            15,758Total
      loans
            
            $
            7,689,852
            
            
            $
            8,401,885Included
      in the above:Nonaccrual
      loans held for investment
            
            $
            460,617
            
            
            $
            399,046Loans
      past due 90 days still accruing interest
            
            
            14,150
            
            
            
            10,465





During
the three and six months ended June 30, 2010, TSFG transferred (and sold) $13.2
million and $40.9 million of loans from the held for investment portfolio to the
held for sale portfolio. In connection with the sales for the three and six
months ended June 30, 2010, TSFG charged-off $1.5 million and $4.9 million,
respectively, against the allowance for loan losses prior to transferring them
to loans held for sale.





Loan
restructurings generally occur when a borrower is experiencing, or is expected
to experience, financial difficulties in the near-term. Consequently, a
modification that would otherwise not be considered is granted to the borrower.
These loans may continue to accrue interest as long as the borrower complies
with the revised terms and conditions and has demonstrated repayment performance
with the modified terms.  At June 30, 2010 TSFG had $75.5 million in loans
that were accruing interest under the terms of troubled debt restructurings.
This amount consists of $ 56.1 million in commercial loans, $17.3 million
in residential mortgage loans, and $ 2.1 million in other consumer
loans.





Loans are
considered to be impaired when, in management’s judgment and based on current
information, the full collection of principal and interest becomes doubtful. A
loan is also considered impaired if its terms are modified in a troubled debt
restructure. At June 30, 2010, TSFG did not have any material commitments to
lend additional money to borrowers whose loans had been restructured in a
troubled debt restructure. The following table summarizes information on
impaired loans (in thousands):


14


THE
SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES


Notes
to Consolidated Financial Statements (unaudited)





At
      and For theSix Months EndedJune 30,
              2010
            
            
            At
      and For theYear EndedDecember 31,
              2009Impaired
      loans with specific allowance
            
            $
            287,640
            
            
            $
            197,576Impaired
      loans with no specific allowance
            
            
            218,727
            
            
            
            194,763Total
      impaired loans
            
            $
            506,367
            
            
            $
            392,339Related
      allowance
            
            $
            50,806
            
            
            $
            37,656Interest
      income recognized
            
            
            1,589
            
            
            
            1,484Foregone
      interest
            
            
            10,939
            
            
            
            15,527





Note
6 –
Allowance for Credit Losses





The allowance for loan losses, reserve
for unfunded lending commitments, and allowance for credit losses are presented
below (in thousands):





At and For the Six Months Ended June
      30,
            
            
            At
      and For the Year Ended December 31,2010
            
            
            2009
            
            
            2009Allowance
      for loan lossesBalance
      at beginning of period
            
            $
            365,642
            
            
            $
            247,086
            
            
            $
            247,086Allowance
      adjustment for loans sold
            
            
            -
            
            
            
            (4,471
            )
            
            
            (4,471
            )Provision
      for loan losses
            
            
            209,968
            
            
            
            272,362
            
            
            
            664,208Loans
      charged-off
            
            
            (195,599
            )
            
            
            (234,565
            )
            
            
            (556,585
            )Recoveries
      of loans previously charged-off
            
            
            14,144
            
            
            
            4,878
            
            
            
            15,404Balance
      at end of period
            
            $
            394,155
            
            
            $
            285,290
            
            
            $
            365,642Reserve
      for unfunded lending commitmentsBalance
      at beginning of year
            
            $
            7,484
            
            
            $
            2,788
            
            
            $
            2,788Provision
      for unfunded lending commitments
            
            
            (961
            )
            
            
            1,602
            
            
            
            4,696Balance
      at end of period
            
            $
            6,523
            
            
            $
            4,390
            
            
            $
            7,484Allowance
      for credit lossesBalance
      at beginning of year
            
            $
            373,126
            
            
            $
            249,874
            
            
            $
            249,874Allowance
      adjustment for loans sold
            
            
            -
            
            
            
            (4,471
            )
            
            
            (4,471
            )Provision
      for credit losses
            
            
            209,007
            
            
            
            273,964
            
            
            
            668,904Loans
      charged-off
            
            
            (195,599
            )
            
            
            (234,565
            )
            
            
            (556,585
            )Recoveries
      of loans previously charged-off
            
            
            14,144
            
            
            
            4,878
            
            
            
            15,404Balance
      at end of period
            
            $
            400,678
            
            
            $
            289,680
            
            
            $
            373,126


15


THE
SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES


Notes
to Consolidated Financial Statements (unaudited)





Note
7 –
Goodwill





The
following summarizes the changes in the carrying amount of goodwill related to
each of TSFG’s business segments (in thousands) for the period ended June 30,
2010:





Carolina First
            
            
            Mercantile
            
            
            Other
            
            
            TotalBalance
      as of December 31, 2009Goodwill
            
            $
            201,628
            
            
            $
            426,049
            
            
            $
            12,490
            
            
            $
            640,167Accumulated
      impairment losses
            
            
            -
            
            
            
            (426,049
            )
            
            
            -
            
            
            
            (426,049
            )201,628
            
            
            
            -
            
            
            
            12,490
            
            
            
            214,118Goodwill
      impairment charge
            
            
            (201,628
            )
            
            
            -
            
            
            
            (12,490
            )
            
            
            (214,118
            )Balance
      as of June 30, 2010Goodwill
            
            
            201,628
            
            
            
            426,049
            
            
            
            12,490
            
            
            
            640,167Accumulated
      impairment losses
            
            
            (201,628
            )
            
            
            (426,049
            )
            
            
            (12,490
            )
            
            
            (640,167
            )$
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -





TSFG
evaluates its goodwill annually for each reporting unit as of June 30th or
more frequently if events or circumstances indicate that there may be
impairment. The goodwill impairment test is a
two-step process, which requires management to make judgments in determining the
assumptions used in the calculations. The first step (“Step 1”) involves
estimating the fair value of each reporting unit and comparing it to the
reporting unit’s carrying value, which includes the allocated goodwill. If the
estimated fair value is less than the carrying value, then a second step (“Step
2”) is performed to measure the actual amount of goodwill impairment, if any.
Step 2 involves determining the implied fair value of goodwill. This requires
the Company to allocate the estimated fair value of the reporting unit to all
the assets and liabilities of such unit. The fair values of the assets and
liabilities, primarily loans and deposits, are determined using current market
interest rates, projections of future cash flows, and where available, quoted
market prices of similar instruments. Any unallocated fair value represents the
implied fair value of goodwill, which is then compared to its corresponding
carrying value. If the implied fair value is less than the carrying value, an
impairment loss is recognized in an amount equal to that
deficit.




For the
June 30, 2010 goodwill impairment test, management used a total company fair
value of $191.2 million based on the cash election of $0.28 per share available
to common shareholders proposed in the definitive merger agreement with TD plus
the $130.6 million consideration that TD will pay to the U.S. Treasury for its
$347 million of TSFG preferred stock and the associated warrant (see Note 13).
The $191.2 million valuation was allocated to each of the reporting units based
on the relative economic capital allocated to each reporting unit. The
valuations indicated that the fair values of the Carolina First segment and
insurance operations were less than their carrying values.  Step 2 of
the evaluation indicated that there was no remaining value attributable to the
goodwill, and the entire carrying value of $214.1 million was written off during
the second quarter.





During
second quarter 2009, TSFG recorded a $2.1 million goodwill impairment charge on
one of its nonbank subsidiaries (included in the Other segment) based on
discounted cash flows and estimated market valuations. Also in second quarter
2009, TSFG recorded a $411,000 goodwill impairment charge in its Retirement Plan
Administration reporting unit due to its decision to sell its subsidiary,
American Pensions, Inc. (included in the Other segment). Both of these reporting
units were sold during third quarter 2009.


16


THE
SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES


Notes
to Consolidated Financial Statements (unaudited)





Note
8 –
Other Real Estate Owned





Other
real estate owned (“OREO”), consisting of properties obtained through
foreclosure or in satisfaction of loans, is reported at the lower of cost or
fair value, determined on the basis of current appraisals, comparable sales, and
other estimates of fair value obtained principally from independent sources,
adjusted for estimated selling costs. At the time of foreclosure, any excess of
the loan balance over the fair value of the real estate held as collateral is
recorded as a charge against the allowance for loan losses. Gains or losses on
sale and any subsequent adjustments to the value are recorded as a component of
noninterest expense. The following presents the details for OREO (in
thousands):





Three
      Months Ended
            
            
            Six
      Months EndedJune 30,
            
            
            June 30,2010
            
            
            2009
            
            
            2010
            
            
            2009Balance
      at beginning of period
            
            $
            142,631
            
            
            $
            73,672
            
            
            $
            122,086
            
            
            $
            44,668Property
      transferred in
            
            
            28,928
            
            
            
            44,167
            
            
            
            64,141
            
            
            
            76,259Proceeds
      from sales
            
            
            (14,765
            )
            
            
            (11,021
            )
            
            
            (23,941
            )
            
            
            (13,985
            )Loss
      on sales
            
            
            (1,462
            )
            
            
            (2,643
            )
            
            
            (2,406
            )
            
            
            (2,767
            )Write-downs
            
            
            (7,932
            )
            
            
            (10,230
            )
            
            
            (12,480
            )
            
            
            (10,230
            )Balance
      at end of period
            
            $
            147,400
            
            
            $
            93,945
            
            
            $
            147,400
            
            
            $
            93,945





Note
9 –
Derivative Financial Instruments and Hedging Activities





TSFG is
exposed to certain risks arising from both its ongoing business operations and
economic conditions. The Company principally manages its exposure to a wide
variety of business and operational risks through management of its core
business activities. TSFG manages economic risks, including interest rate,
liquidity, and credit risk, primarily by managing the amount, sources, and
duration of its assets and liabilities and the use of derivative financial
instruments. Specifically, TSFG enters into derivative financial instruments to
manage exposure that arises from business activities that result in the receipt
or payment of future known and uncertain cash amounts, the value of which are
determined by interest rates. The Company’s derivative financial instruments are
used to manage the differences in the amount, timing, and duration of known or
expected cash receipts and known or expected cash payments, principally related
to certain variable-rate loans and fixed-rate borrowings.


17


THE
SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES


Notes
to Consolidated Financial Statements (unaudited)





The fair
value of TSFG’s derivative assets and liabilities (included in other assets and
other liabilities on the consolidated balance sheet) and their related notional
amounts (in thousands) are presented below.





June
      30, 2010
            
            
            December
      31, 2009Fair
      Value
            
            
            Notional
            
            
            Fair
      Value
            
            
            NotionalAsset
            
            
            Liability
            
            
            Amount
            
            
            Asset
            
            
            Liability
            
            
            AmountDerivatives
      designated as hedging instruments under GAAP:Cash
      flow hedgesInterest
      rate swaps associated with lending activities
            
            $
            481
            
            
            $
            -
            
            
            $
            100,000
            
            
            $
            14,339
            
            
            $
            -
            
            
            $
            780,000Fair
      value hedgesInterest
      rate swaps associated with brokered CDs
            
            
            1,280
            
            
            
            22
            
            
            
            38,586
            
            
            
            1,895
            
            
            
            48
            
            
            
            54,185Total
      derivatives designated as hedging instruments under GAAP
            
            $
            1,761
            
            
            $
            22
            
            
            $
            138,586
            
            
            $
            16,234
            
            
            $
            48
            
            
            $
            834,185Derivatives
      not designated as hedging instruments under GAAP:Interest
      rate swaps
            
            $
            2,808
            
            
            $
            3,652
            
            
            $
            268,173
            
            
            $
            279
            
            
            $
            480
            
            
            $
            119,755Forward
      foreign currency contracts
            
            
            99
            
            
            
            99
            
            
            
            9,614
            
            
            
            12
            
            
            
            12
            
            
            
            13,331Customer
      swap contracts
            
            
            32,391
            
            
            
            25,425
            
            
            
            732,994
            
            
            
            25,658
            
            
            
            22,067
            
            
            
            850,680Options,
      mortgage contracts and other
            
            
            291
            
            
            
            285
            
            
            
            106,752
            
            
            
            416
            
            
            
            433
            
            
            
            111,328Total
      derivatives not designated as hedging instruments under
    GAAP
            
            $
            35,589
            
            
            $
            29,461
            
            
            $
            1,117,533
            
            
            $
            26,365
            
            
            $
            22,992
            
            
            $
            1,095,094Total
      derivatives
            
            $
            37,350
            
            
            $
            29,483
            
            
            $
            1,256,119
            
            
            $
            42,599
            
            
            $
            23,040
            
            
            $
            1,929,279





Cash
Flow Hedges of Interest Rate Risk





TSFG’s
objectives in using interest rate derivatives are to add stability to interest
income and to manage its exposure to interest rate movements. To accomplish this
objective, the Company primarily uses interest rate swaps as part of its
interest rate risk management strategy. Interest rate swaps designated as cash
flow hedges involve the receipt of fixed-rate amounts from a counterparty in
exchange for the Company making variable-rate payments over the life of the
agreements without exchange of the underlying notional
amount.





The
effective portion of changes in the fair value of derivatives designated and
that qualify as cash flow hedges is recorded in accumulated other comprehensive
income and is subsequently reclassified into earnings in the period that the
hedged forecasted transaction affects earnings. During 2010 and 2009, such
derivatives were used to hedge the variable cash inflows associated with
existing pools of prime and LIBOR-based loan assets. The ineffective portion of
the change in fair value of the derivatives is recognized directly in earnings.
For the three and six months ended June 30, 2010, no hedge ineffectiveness was
recognized. For the three and six months ended June 30, 2009, the Company
recognized a gain of $78,000 and a loss of $96,000, respectively, for hedge
ineffectiveness attributable to a mismatch between the swap notional and the
aggregate principal amount of the designated loan pools. In addition, certain
swaps failed to qualify for hedge accounting due to this mismatch; accordingly,
the change in fair value of these swaps during the three and six months ended
June 30, 2009 of $1.0 million and $1.2 million, respectively, was recognized
directly in earnings as a loss and was included in the sections entitled
“Derivatives Not Designated as Hedging Instruments” throughout this
footnote.





Certain
of these swaps with a notional amount of $265.0 million were terminated or
de-designated in the six months ended June 30, 2010. The current balance left in
OCI relating to these hedges is a pre-tax gain of approximately $8.9 million
that will be amortized to the statement of operations as the hedged cash flows
impact earnings. During the three and six months ended June 30, 2010, the
Company accelerated the reclassification of an unrealized gain in accumulated
other comprehensive income of $599,000 and $726,000, respectively, to earnings
as a result of the hedged forecasted transactions becoming probable not to occur
due to declines in certain pools of prime and LIBOR based loans. During the
three and six months ended June 30, 2009, the Company accelerated the
reclassification of an unrealized gain in accumulated other comprehensive income
of $1.8 million and $2.6 million, respectively, to earnings as




18





THE
SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES


Notes
to Consolidated Financial Statements (unaudited)










Fair
Value Hedges of Interest Rate Risk





TSFG is
exposed to changes in the fair value of certain of its fixed-rate obligations
due to changes in the benchmark interest rate, LIBOR, as well as to overall
changes in fair value for certain other fixed-rate obligations. The Company uses
interest rate swaps to convert the payment profile on certain brokered CDs from
a fixed rate to a floating rate based on LIBOR and to similarly convert exposure
taken on through the issuance of equity-linked and inflation-indexed
certificates of deposit. Interest rate swaps designated as fair value hedges
involve the receipt of fixed-rate amounts from a counterparty in exchange for
the Company making variable-rate payments over the life of the agreements
without the exchange of the underlying notional amount.





For
derivatives that are designated and that qualify as fair value hedges, the gain
or loss on the derivative as well as the offsetting loss or gain on the hedged
item attributable to the hedged risk are recognized in earnings. The Company
includes the gain or loss on the hedged items in the same line item as the
offsetting loss or gain on the related derivatives. For the three and six months
ended June 30, 2010, the Company recognized losses of $7,000 and $12,000,
respectively, related to hedge ineffectiveness and amounts excluded from
effectiveness testing. For the three and six months ended June 30, 2009, the
Company recognized a loss of $715,000 and $121,000, respectively, related to
hedge ineffectiveness and amounts excluded from effectiveness testing. The net
impact of the Company’s fair value hedges to interest expense for the three and
six months ended June 30, 2010, which includes net settlements on the
derivatives and any amortization of the basis adjustment on the hedged items,
was a reduction to interest expense of $469,000 and $978,000, respectively. The
net impact of the Company’s fair value hedges to interest expense for the three
and six months ended June 30, 2009, which includes net settlements on the
derivatives and any amortization of the basis adjustment on the hedged items,
was a reduction to interest expense of $1.3 million and $2.5 million,
respectively.





Non-designated
Hedges





Derivatives
not designated as hedges are used to manage the Company’s exposure to interest
rate movements and other identified risks but do not meet the strict hedge
accounting requirements under GAAP. Changes in the fair value of derivatives not
designated in hedging relationships are recorded directly in noninterest
income.





Additionally,TSFGoffers programs that
permit its customers to hedge various risks, including fluctuations in interest
rates and foreign exchange rates. Customer contracts are frequently interest
rate swaps in conjunction with floating rate loans to achieve fixed rate
financing and foreign exchange forward contracts to manage currency risk
associated with non-US dollar denominated transactions. Through these programs,
derivative contracts are executed between the customers and TSFG. In most cases,
offsetting contracts are executed between TSFG and selected third parties to
hedge market risk created through the customer contracts. The interest rates on
the third party contracts are identical to the interest rates on the customer
contracts, and thus, the change in fair value of the customer contracts will
generally be offset by the change in fair value of the related third-party
contracts, with the exception of any credit valuation adjustments that may be
recorded. However, during 2009, certain third party counterparties terminated
contracts as a result of TSFG’s rating downgrades, and TSFG did not replace a
portion of the terminated contracts. As a result, certain customer contracts are
no longer offset by third-party hedges. At June 30, 2010, the total fair value
of TSFG’s interest rate swaps with customers was an asset of $32.4 million, net
of a $1.6 million established reserve for credit losses. During the three and six months ended June 30, 2010,
TSFG recorded credit losses of $79,000 and $2.2 million, respectively, on its
customer swaps.





From time
to time, TSFG enters into derivative financial contracts that are not designed
to hedge specific transactions or identified assets or liabilities and therefore
do not qualify for hedge accounting, but are rather part of the Company’s
overall risk management strategy. These contracts are marked to market through
noninterest income each period and are generally short-term in
nature.





As part
of its mortgage lending activities, TSFG originates certain residential loans
and commits these loans for sale. The commitments to originate residential loans
(“rate locks’) and the sales commitments are freestanding derivative instruments
and are generally funded within 90 days. The value of the rate locks is
estimated based on indicative market prices being bid on similarly structured
mortgage backed securities.


19


THE
SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES


Notes
to Consolidated Financial Statements (unaudited)





Effect
of Derivative Instruments on the Consolidated Statements of
Operations





The
effect of derivative instruments on the consolidated statements of operations is
presented in the tables below (in thousands):





Three
      Months Ended
            
            
            Six
      Months EndedJune 30,
            
            
            June 30,2010
            
            
            2009
            
            
            2010
            
            
            2009Derivatives
      in Cash Flow Hedging RelationshipsInterest
      rate swaps associated with lending activities:Amount
      of gain recognized in OCI
            
            $
            30
            
            
            $
            2,034
            
            
            $
            1,688
            
            
            $
            5,700Amount
      of gain reclassified from accumulated OCI to interest income (effective
      portion)
            
            
            3,684
            
            
            
            9,007
            
            
            
            8,565
            
            
            
            18,926Amount
      of gain reclassified from accumulated OCI to gain on certain derivative
      activities (effective portion)
            
            
            599
            
            
            
            2,836
            
            
            
            726
            
            
            
            3,780Amount
      of gain recognized in gain on certain derivative activities (ineffective
      portion and amount excluded from effectiveness testing)
            
            
            -
            
            
            
            78
            
            
            
            -
            
            
            
            (96
            )Interest
      rate floor associated with lending activities:Amount
      of gain recognized in OCI
            
            
            -
            
            
            
            342
            
            
            
            -
            
            
            
            564Amount
      of gain reclassified from accumulated OCI to interest income (effective
      portion)
            
            
            -
            
            
            
            2,275
            
            
            
            -
            
            
            
            4,525





Three
      Months Ended
            
            
            Six
      Months EndedJune 30,
            
            
            June 30,2010
            
            
            2009
            
            
            2010
            
            
            2009Derivatives
      in Fair Value Hedging RelationshipsInterest
      rate swaps associated with brokered CDs:Amount
      of gain (loss) recognized in gain on certain derivative activities on
      derivative
            
            $
            178
            
            
            $
            (1,187
            )
            
            $
            242
            
            
            $
            23Amount
      of (loss) gain recognized in gain on certain derivative activities on
      hedged item
            
            
            (186
            )
            
            
            472
            
            
            
            (255
            )
            
            
            (144
            )





Amount
      of Gain (Loss)Recognized
      in Income onDerivativeDerivatives
      Not
            
            Location
      of Gain (Loss)
            
            Three
      Months Ended
            
            
            Six
      Months EndedDesignated
      as
            
            Recognized
      in Income on
            
            June 30,
            
            
            June 30,Hedging Instruments
            
            Derivative
            
            2010
            
            
            2009
            
            
            2010
            
            
            2009Interest
      rate swaps
            
            Loss
      on certain derivative activities
            
            $
            (10
            )
            
            $
            (1,063
            )
            
            $
            (71
            )
            
            $
            (1,294
            )Interest
      rate swaps
            
            Other
      noninterest income
            
            
            (1,498
            )
            
            
            245
            
            
            
            (2,131
            )
            
            
            819Customer
      swap contracts
            
            Gain
      on certain derivative activities
            
            
            1,934
            
            
            
            -
            
            
            
            1,251
            
            
            
            -Mortgage
      contracts
            
            Mortgage
      banking income
            
            
            31
            
            
            
            (79
            )
            
            
            35
            
            
            
            (30
            )Other
      contracts
            
            Loss
      on certain derivative activities
            
            
            (10
            )
            
            
            (51
            )
            
            
            (12
            )
            
            
            (49
            )$
            447
            
            
            $
            (948
            )
            
            $
            (928
            )
            
            $
            (554
            )





Credit-risk-related
Contingent Features





TSFG has
agreements with its derivative counterparties that contain a provision in which
if the Company defaults on any of its indebtedness, including default where
repayment of the indebtedness has not been accelerated by the lender, the
Company could also be declared in default on its derivative
obligations.


20


THE
SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES


Notes
to Consolidated Financial Statements (unaudited)





Furthermore,
certain of TSFG’s derivative instruments contain provisions that require the
Company to maintain its status as a well / adequately capitalized institution
and/or the Company’s debt to maintain a certain credit rating from one or more
of the major credit rating agencies. These provisions enable the counterparties
to the derivative instruments to request immediate payment or require TSFG to
post additional collateral.  At June 30, 2010, TSFG is considered
“adequately capitalized” and no longer has rated debt.





As of
June 30, 2010, the fair value of derivatives in a net liability position, which
includes accrued interest but excludes any adjustment for nonperformance risk,
related to these agreements was $27.2 million. As of June 30, 2010, the Company
had minimum collateral posting thresholds with certain of its derivative
counterparties and had posted collateral of $39.7 million. Since the Company was
in violation of certain debt rating provisions at June 30, 2010, it could have
been required to settle its obligations under the agreements at the termination
value ($27.2 million) and could have been required to post additional collateral
with the respective counterparty (up to $1.9 million).





Note
10 –
Commitments and Contingent Liabilities





Legal
Proceedings





TSFG
is currently subject to various legal proceedings, including the litigation
discussed below, and claims arising in the ordinary course of business. In the
opinion of management based on consultation with external legal counsel, any
reasonably foreseeable outcome of such current litigation would not be expected
to materially affect TSFG's consolidated financial position or results of
operations, except to the extent indicated in the discussion below.





In February
2009, Carolina First Bank was named as a defendant in a complaint filed in the
In re Louis J. Pearlman
bankruptcy pending in the United States Bankruptcy Court, Middle District of
Florida, Orlando Division. The complaint seeks, among other things, to avoid
certain alleged fraudulent transfers Carolina First Bank received in
connection with repayment of a loan and alleges approximately $24 million in
compensatory damages, plus punitive damages. TSFG is vigorously defending
the allegations and has filed an answer denying liability and
asserting affirmative defenses. The case is currently in
the pre-trial discovery stage. In April 2009, Bank of America, Fifth
Third Bank, Carolina First Bank, Sun Trust Bank, and Dun & Bradstreet, Inc.
were named as defendants in a complaint captioned Elizabeth Groom, et. al v.
Bank of America, et.
al, which is pending in the United States District Court for the
Middle District of Florida. The Groom complaint seeks
unspecified damages relating to individual investor losses resulting from a
“Ponzi scheme” allegedly orchestrated by Louis J. Pearlman over a period
spanning several decades. TSFG intends to vigorously defend the allegations
and has moved to dismiss the complaint, or in the alternative, for a more
definite statement. The case is currently stayed pending the outcome of
related litigation pending in the United States District Court in New York, in
which TSFG is not a party. In August 2009, Carolina First Bank was named as
a defendant in a complaint filed in federal court in Minnesota by American Bank
of St. Paul. The complaint, as amended, seeks compensatory
damages of $36 million, plus punitive damages. American Bank of St.
Paul alleges that it is the servicing bank for itself and twenty-six participant
banks regarding a loan made to Pearlman/related entities which paid off a
Carolina First Bank loan. TSFG is vigorously defending the allegations
and has filed an answer denying liability and asserting affirmative
defenses. The case is currently in the pre-trial discovery
stage.





While the
Company believes it has meritorious defenses against these three suits, the
ultimate resolution of these matters could result in a loss in excess of the
amount accrued. An adverse resolution of these matters could be material to
TSFG’s financial position and/or results of operations.





As
previously disclosed, on May 16, 2010, TSFG, TD and a wholly owned subsidiary of
TD entered into the Merger Agreement (providing for the Merger of TSFG with a TD
subsidiary) and a share purchase agreement (the “Share Purchase Agreement”),
pursuant to which TD agreed to purchase 100 newly issued shares of TSFG’s Series
M Preferred Stock (the “Issuance”), which will vote together with TSFG common
stock as a single class and represent 39.9% of the total voting power of holders
of TSFG capital stock entitled to vote, for consideration of 1,000 TD common
shares.





Subsequent
to the entry into the Merger Agreement, two purported class action lawsuits were
filed in the South Carolina Court of Common Pleas (the “Court”) relating to the
transactions contemplated by the Merger Agreement and the Share Purchase
Agreement, each on behalf of a putative class of TSFG stockholders and each
naming TSFG, the TSFG directors, and TD as defendants.  Those actions were
consolidated on June 28, 2010, under the caption In re The South Financial
Group, Inc., CA No. 2010-CP-23-2001 (the “Action”).


21


THE
SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES


Notes
to Consolidated Financial Statements (unaudited)





The
plaintiffs in the Action generally challenge the proposed Merger and
Issuance.  On July 22, 2010, the defendants entered into a memorandum of
understanding (the “MOU”) with the plaintiffs regarding the settlement of the
Action.  In connection with the settlement contemplated by the MOU, TD
agreed not to engage in any additional purchases of TSFG common stock from July
22, 2010 through the record date for the special meeting of TSFG shareholders to
vote on the Merger.  In addition, TSFG and TD agreed to make certain
additional disclosures relating to the Merger in the registration statement on
Form F-4 to be filed with the Securities Exchange Commission by TD that includes
a preliminary proxy statement for the purposing of soliciting the vote of TSFG
shareholders.





The MOU
contemplates that the parties will enter into a stipulation of settlement. The
stipulation of settlement will be subject to customary conditions, including
Court approval following notice to TSFG’s shareholders. If the settlement is
finally approved by the court, it will resolve and release all claims in all
actions that were or could have been brought challenging any aspect of the
proposed merger, the Merger Agreement and the transactions contemplated thereby,
and any disclosure made or shareholder vote held in connection therewith,
pursuant to terms that will be disclosed to shareholders prior to final approval
of the settlement.  Upon Court approval, plaintiffs’ attorneys are expected
to apply for an award of attorneys’ fees and expenses. There can be no assurance
that the parties will ultimately enter into a stipulation of settlement or that
the Court will approve the settlement even if the parties were to enter into
such stipulation. In such event, the proposed settlement as contemplated by the
MOU may be terminated.





Recourse
Reserve





As part
of its 2004 acquisition of Florida Banks, Inc. (“Florida Banks”), TSFG acquired
a recourse reserve associated with loans previously sold from Florida Banks’
wholesale mortgage operation. This recourse requires the repurchase of loans at
par plus accrued interest from the buyer, upon the occurrence of certain events.
At June 30, 2010, the estimated recourse reserve liability, included in other
liabilities, totaled $6.0 million. TSFG will continue to evaluate the reserve
level and may make adjustments through earnings as more information becomes
known. There can be no guarantee that any liability or cost arising out of this
matter will not exceed any established reserves.





Dividend
Arrearage on Preferred Securities





During
first quarter 2010, TSFG suspended dividend payments on its preferred stock and
all remaining outstanding equity and capital instruments. This suspension of
dividends does not constitute a default under the applicable documents governing
such instruments. However, as a result, the Company is in arrears in the payment
of dividends with respect to the Series 2008-T Preferred Stock, trust preferred
securities, and REIT preferred securities, all of which are cumulative preferred
securities.





The trust
preferred securities are issued by statutory business trusts which are not
consolidated by TSFG. However, the sole assets of the Trusts are subordinated
notes (the “Notes”) of TSFG, which are included in long-term debt on the
Consolidated Balance Sheet. TSFG’s deferral of interest payments on these Notes
effectively defers payment of dividends on the trust preferred securities. The
REIT preferred securities are also included in long-term debt on the
Consolidated Balance Sheet.





As of
June 30, 2010, the arrearage with respect to the Series 2008-T Preferred Stock,
trust preferred securities, and REIT preferred securities held by third parties
was $8.8 million, $1.6 million, and $1.6 million, respectively, or $11.9 million
in the aggregate.





Loan
Commitments





TSFG is a
party to financial instruments with off-balance-sheet risk in the normal course
of business to meet the financing needs of its customers. These financial
instruments include commitments to extend credit, commercial letters of credit,
and standby letters of credit. These instruments involve, to varying degrees,
elements of credit and interest rate risk in excess of the amount recognized in
the consolidated balance sheets.





TSFG’s
exposure to credit loss is represented by the contractual amount of these
instruments. TSFG uses the same credit policies in making commitments and
conditional obligations as it does for on-balance-sheet
instruments.








22


THE
SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES


Notes
to Consolidated Financial Statements (unaudited)





condition
established in the contract. Commitments generally have fixed expiration dates
or other termination clauses and may require payment of a fee. Since certain of
the commitments are expected to expire without being drawn upon, the total
commitment amounts do not necessarily represent future cash requirements. TSFG
evaluates each customer’s creditworthiness on a case-by-case basis. The amount
of the collateral obtained, if deemed necessary by TSFG upon extension of
credit, is based on TSFG’s credit evaluation of the borrower.





Commercial
letters of credit and standby letters of credit are conditional commitments
issued by TSFG to guarantee the performance of a customer to a third party. The
credit risk involved in issuing letters of credit is essentially the same as
that involved in making loans to customers. TSFG generally holds collateral
supporting those commitments if deemed necessary. A summary of the contractual
amounts of TSFG’s financial instruments relating to extension of credit with
off-balance-sheet risk follows (in thousands):





Outstanding CommitmentsJune 30, 2010
            
            
            December 31, 2009Loan
      commitments:Commercial,
      industrial, and other
            
            $
            875,894
            
            
            $
            1,085,129Commercial
      owner-occupied and commercial real estate
            
            
            72,885
            
            
            
            119,928Home
      equity loans
            
            
            408,382
            
            
            
            423,151Total
      loan commitments
            
            
            1,357,161
            
            
            
            1,628,208Standby
      letters of credit
            
            
            189,773
            
            
            
            199,237Documentary
      letters of credit
            
            
            3,956
            
            
            
            2,066Unused
      business credit card lines
            
            
            30,731
            
            
            
            31,746Total
            
            $
            1,581,621
            
            
            $
            1,861,257





Note
11 –
Preferred Stock





On May
17, 2010, 1,048 shares of Preferred Stock Series 2008D-V were converted into
161,230 common shares and 3,602 shares of Preferred Stock Series 2008D-NV were
converted into 554,153common
shares.





The
following is a summary of TSFG’s preferred stock at and for the six months ended
June 30, 2010 and 2009:





SharesBalance,
      December 31,
              2009
            
            
            Exchanged
            
            
            Converted
      to Common Shares
            
            
            Balance,
              June
      30,
              2010
            
            
            Carrying
      Value
              ($000s)Series
      2008D-V
            
            
            1,048
            
            
            
            -
            
            
            
            (1,048
            )
            
            
            -
            
            
            
            -Series
      2008D-NV
            
            
            3,602
            
            
            
            -
            
            
            
            (3,602
            )
            
            
            -
            
            
            
            -Mandatorily
      convertible preferred stock
            
            
            4,650
            
            
            
            -
            
            
            
            (4,650
            )
            
            
            -
            
            
            
            -Series
      2008-T
            
            
            347,000
            
            
            
            -
            
            
            
            -
            
            
            
            347,000
            
            
            
            347,000Less
      discount originally attributable to the Warrant issued to the Treasury
      Department, net of accretion
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (14,057
            )Series
      2008-T, net
            
            
            347,000
            
            
            
            -
            
            
            
            -
            
            
            
            347,000
            
            
            
            332,943Total
      preferred stock
            
            
            351,650
            
            
            
            -
            
            
            
            (4,650
            )
            
            
            347,000
            
            
            $
            332,943


23


THE
SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES


Notes
to Consolidated Financial Statements (unaudited)





SharesBalance,
              December 31,
              2008
            
            
            Exchanged
            
            
            Converted
              to
      Common
              Shares
            
            
            Balance,
              June
      30,
              2009
            
            
            Carrying
              Value
              ($000s)Series
      2008ND-V
            
            
            51,341
            
            
            
            (21,852
            )
            
            
            (10,689
            )
            
            
            18,800
            
            
            $
            18,800Series
      2008ND-NV
            
            
            177,639
            
            
            
            (72,648
            )
            
            
            (37,985
            )
            
            
            67,006
            
            
            
            67,006Series
      2008D-V
            
            
            2,248
            
            
            
            -
            
            
            
            -
            
            
            
            2,248
            
            
            
            2,248Series
      2008D-NV
            
            
            7,472
            
            
            
            -
            
            
            
            -
            
            
            
            7,472
            
            
            
            7,472Series
      2009-A
            
            
            -
            
            
            
            94,500
            
            
            
            -
            
            
            
            94,500
            
            
            
            94,500Mandatorily
      convertible preferred stock
            
            
            238,700
            
            
            
            -
            
            
            
            (48,674
            )
            
            
            190,026
            
            
            
            190,026Series
      2008-T
            
            
            347,000
            
            
            
            -
            
            
            
            -
            
            
            
            347,000
            
            
            
            347,000Less
      discount originally attributable to the Warrant issued to the Treasury
      Department, net of accretion
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (17,620
            )Series
      2008-T, net
            
            
            347,000
            
            
            
            -
            
            
            
            -
            
            
            
            347,000
            
            
            
            329,380Total
      preferred stock
            
            
            585,700
            
            
            
            -
            
            
            
            (48,674
            )
            
            
            537,026
            
            
            $
            519,406





See Note 13, Definitive Agreement, for
information regarding Series M Preferred Stock that will, subject to the terms
and conditions set forth in the Merger Agreement, be issued to TD in connection
with the merger.





Note
12 –
Regulatory Matters





Effective
April 30, 2010, Carolina First Bank’s Board of Directors entered into a Consent
Order with the Federal Deposit Insurance Corporation (“FDIC”) and the South
Carolina State Board of Financial Institutions (the “Consent Order”). This
Consent Order provides for various things, including (among other things) the
following: (1) within 120 days of entering into the Consent Order, Carolina
First Bank must increase its Tier 1 leverage ratio to 8% and its total
risk-based capital ratio to 12%, (2) Carolina First Bank must prepare strategic,
capital, liquidity and earnings plans and related projections within certain
timetables set forth in the Consent Order and on an ongoing basis, (3) Carolina
First Bank must provide plans and meet timeframes set forth in the Consent Order
for reducing criticized assets, (4) Carolina First Bank is precluded from
extending credit to classified borrowers absent express board approval and must
ensure compliance with updated concentration limits implemented with respect to
its loan portfolio, (5) Carolina First Bank is subject to certain limitations
with respect to brokered deposits and the rates it can pay on certain customer
deposits, (6) Carolina First Bank cannot make dividends or bonus payments
without the consent of the FDIC and (7) Carolina First Bank must limit its
growth to 10% per year unless the FDIC consents otherwise. The foregoing summary
is not complete and is qualified in all respects by reference to the actual
language of the Consent Order. Regardless of the Bank’s capital ratios, it
cannot be classified as “well capitalized” while it is operating under the
Consent Order.





Effective
May 4, 2010, The South Financial Group, Inc. entered into a Written Agreement
(the “Fed Agreement”) with the Board of Governors of the Federal Reserve System
(the “Federal Reserve”). The Fed Agreement provides, among other things, that
the holding company must serve as a source of strength to Carolina First Bank,
and that except upon consent of the Federal Reserve, the holding company may not
pay dividends to shareholders or receive dividends from Carolina First Bank, the
holding company and its nonbank subsidiaries may not make payments on trust
preferred securities or subordinated debt, and the holding company cannot incur,
increase or guarantee debt or repurchase any capital securities. The Fed
Agreement also requires that the holding company submit a capital plan which
reflects sufficient capital and a cash flow plan, both of which must be
acceptable to the Federal Reserve, and follow certain guidelines with respect to
the appointment or change in responsibilities of senior officers. The foregoing
summary is not complete and is qualified in all respects by reference to the
actual language of the Fed Agreement.


24


THE
SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES


Notes
to Consolidated Financial Statements (unaudited)





The
following table presents TSFG's and Carolina First Bank's actual capital amounts
and ratios, as well as the minimum calculated amounts for each
regulatory-defined category (dollars in thousands):





Minimum RequirementsTo
      Be Well CapitalizedUnder
      PromptFor
      Capital Adequacy
            
            
            Corrective
      ActionActual
            
            
            Purposes
            
            
            Provisions(1)June
      30,
            
            
            December 31,
            
            
            June
      30,
            
            
            December 31,
            
            
            June
      30,
            
            
            December 31,2010
            
            
            2009
            
            
            2010
            
            
            2009
            
            
            2010
            
            
            2009TSFGTier
      1 capital
            
            $
            730,847
            
            
            $
            948,762
            
            
            $
            343,055
            
            
            $
            382,008
            
            
            
            n/a
            
            
            
            n/aTotal
      risk-based capital
            
            
            878,621
            
            
            
            1,073,472
            
            
            
            686,110
            
            
            
            764,015
            
            
            
            n/a
            
            
            
            n/aTier
      1 capital ratio
            
            
            8.52
            %
            
            
            9.93
            %
            
            
            4.00
            %
            
            
            4.00
            %
            
            
            n/a
            
            
            
            n/aTotal
      risk-based capital ratio
            
            
            10.24
            
            
            
            11.24
            
            
            
            8.00
            
            
            
            8.00
            
            
            
            n/a
            
            
            
            n/aLeverage
      ratio
            
            
            6.11
            
            
            
            7.91
            
            
            
            4.00
            
            
            
            4.00
            
            
            
            n/a
            
            
            
            n/aCarolina
      First BankTier
      1 capital
            
            $
            704,919
            
            
            $
            854,808
            
            
            $
            342,225
            
            
            $
            381,423
            
            
            $
            513,363
            
            
            $
            572,134Total
      risk-based capital
            
            
            842,891
            
            
            
            1,005,638
            
            
            
            684,450
            
            
            
            762,846
            
            
            
            855,605
            
            
            
            953,557Tier
      1 capital ratio
            
            
            8.24
            %
            
            
            8.96
            %
            
            
            4.00
            %
            
            
            4.00
            %
            
            
            6.00
            %
            
            
            6.00Total
      risk-based capital ratio
            
            
            9.85
            
            
            
            10.55
            
            
            
            8.00
            
            
            
            8.00
            
            
            
            10.00
            
            
            
            10.00Leverage
      ratio
            
            
            5.90
            
            
            
            7.13
            
            
            
            4.00
            
            
            
            4.00
            
            
            
            5.00
            
            
            
            5.00





(1)
            Minimum
      capital amounts and ratios are the amounts to be well capitalized under
      the various regulatory capital requirements administered by the federal
      banking agencies. Under the terms of the Consent Order, Carolina First
      Bank must increase its Tier 1 leverage ratio to 8% and its total
      risk-based capital ratio to 12%. Regardless of the Bank’s capital ratios,
      it cannot be classified as “well capitalized” while it is operating under
      the Consent Order.





Note
13 –
Definitive Agreement





On May
16, 2010, the Company entered into the Merger Agreement with TD providing for
the merger of TSFG and a wholly-owned subsidiary of TD. Under the terms of the Merger Agreement, which has been
approved unanimously by the boards of both companies, TSFG’s common shareholders
will receive, at each shareholder’s election, $0.28 in cash or 0.004 shares of
TD common stock per TSFG common share. In addition, immediately prior to
completion of the merger, the U.S. Treasury will sell to TD its $347 million of
TSFG preferred stock and the associated warrant acquired under the Treasury’s
Capital Purchase Program and discharge all accrued but unpaid dividends on that
stock for total cash consideration of approximately $130.6 million. Completion
of the merger requires, among other things, the approval of TSFG shareholders
and customary regulatory approvals.The Merger Agreement further provides
that, upon termination of the Merger Agreement under specified circumstances,
the Company may be required to pay to TD a termination fee of approximately
$7.6 million.





Through
the date hereof, all bank regulatory approvals have been received except the
Office of the Superintendent of Financial Institutions. Although receipt of such
regulatory approval cannot be assured, TSFG believes that such will be received
prior to the end of August 2010.  The approval of the Federal Reserve
is conditioned upon certain items, including the necessity for TSFG to enter
into a transaction with respect to the disposition of certain deposit
liabilities in Putnam County, Florida.





In connection with the Merger Agreement, TD and TSFG
entered into a share purchase agreement (the “Share Purchase Agreement”)under which TD will, subject to the terms and conditions set forth
therein, acquire 100 newly issued shares of Series M Preferred Stock of the
Company, representing 39.9% of the aggregate voting power exercisable by the
Company’s common shareholders and TD as holder of the Series M Preferred Stock,
in consideration for the issuance of 1,000 shares of TD’s common stock to the
Company. TSFG intends to issue the preferred stock
described above in reliance on the shareholder approval exception set forth in
NASDAQ Rule 5635(f), and the Audit Committee of TSFG’s Board of Directors has
approved reliance on this exception.Following announcement of the
merger,




25





THE
SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES


Notes
to Consolidated Financial Statements (unaudited)










The
foregoing summary is not complete and is qualified in all respects by reference
to the actual language of the Merger Agreement and the Share Purchase
Agreement.





Although
TSFG expects the merger to be consummated in September 2010, there can be no
assurance that the transaction will be consummated or, if consummated, when the
transaction will occur.





Note
14 –
Income Taxes





At June
30, 2010, TSFG had federal income tax net operating loss (NOL) carryforwards of
$495 million that will expire in 2029 and 2030. The ability of TSFG to utilize
NOL carryforwards to reduce future federal taxable income and the federal income
tax liability of the Company may be subject to various limitations under Section
382 of the Internal Revenue Code of 1986, as amended. The utilization of such
carryforwards may be limited upon the occurrence of certain events, including
the issuance or exercise of rights to acquire stock, the purchase or sale of
stock by 5% stockholders, as defined in the Treasury regulations, and the
offering of stock by TSFG which results in an aggregate change of more than 50%
in the beneficial ownership of TSFG during any three-year period. If the
transaction with TD Bank (see Note 13) is consummated, the utilization of the
NOL, other tax attributes, and certain unrealized built-in losses could be
limited to approximately $156 million.





Note
15 –
Average Share Information





The
following is a summary of the basic and diluted average common shares
outstanding and loss per share calculations (in thousands, except share and per
share data):





Three
      Months Ended
            
            
            Six
      Months EndedJune 30,
            
            
            June 30,2010
            
            
            2009
            
            
            2010
            
            
            2009Net
      loss available to common shareholders (numerator)
            
            $
            (314,903
            )
            
            $
            (111,485
            )
            
            $
            (400,732
            )
            
            $
            (202,296
            )BasicAverage
      common shares outstanding (denominator)
            
            
            215,987,294
            
            
            
            90,986,862
            
            
            
            215,756,248
            
            
            
            86,629,235Loss
      per share
            
            $
            (1.46
            )
            
            $
            (1.23
            )
            
            $
            (1.86
            )
            
            $
            (2.34
            )DilutedAverage
      common shares outstanding
            
            
            215,987,294
            
            
            
            90,986,862
            
            
            
            215,756,248
            
            
            
            86,629,235Average
      dilutive potential common shares
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Average
      diluted shares outstanding (denominator)
            
            
            215,987,294
            
            
            
            90,986,862
            
            
            
            215,756,248
            
            
            
            86,629,235Loss
      per share
            
            $
            (1.46
            )
            
            $
            (1.23
            )
            
            $
            (1.86
            )
            
            $
            (2.34
            )





For the
three and six months ended June 30, 2010, options to purchase an additional 3.0
million shares of common stock were outstanding but were not included in the
computation of diluted earnings per share because either their inclusion would
have had an antidilutive effect or the exercise price of the option was greater
than the average market price of the common shares. Also excluded from the
computation of diluted earnings per share for the three and six months ended
June 30, 2010 because of their antidilutive effect were 10.1 million shares of
common stock related to warrants, and 104,000 shares of common stock related to
restricted stock and restricted stock units granted under equity incentive
programs.





For the
three and six months ended June 30, 2009, options to purchase an additional 4.3
million shares of common stock were outstanding but were not included in the
computation of diluted earnings per share because their




26


THE
SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES


Notes
to Consolidated Financial Statements (unaudited)







Note
16 –
Fair Value Disclosures





TSFG
carries certain financial instruments at fair value on a recurring basis,
specifically securities available for sale and derivative assets and
liabilities. Fair value is defined as the exchange price that would be received
for an asset or paid to transfer a liability (an exit price) in the principal or
most advantageous market for the asset or liability in an orderly transaction
between market participants on the measurement date. TSFG determines the fair
values of its financial instruments based on the fair value hierarchy which
requires an entity to maximize the use of observable inputs and minimize the use
of unobservable inputs when measuring fair value. The standard describes three
levels of inputs that may be used to measure fair value:





·
            Level
      1 – Valuations are based on quoted prices in active markets for identical
      assets and liabilities. Level 1 assets include debt and equity securities
      that are traded in an active exchange market, as well as certain U.S.
      Treasury securities that are highly liquid and are actively traded in
      over-the-counter markets.





·
            Level
      2 – Valuations are based on observable inputs other than Level 1 prices,
      such as quoted prices for similar assets or liabilities; quoted prices in
      markets that are not active; inputs that are observable (such as interest
      rates, volatilities, prepayment speeds, credit risks, etc.); or inputs
      that can be corroborated by observable market data. Level 2 assets and
      liabilities include debt securities with quoted prices that are traded
      less frequently than exchange-traded instruments and derivative contracts
      whose value is determined using a pricing model with inputs that are
      observable in the market or can be derived principally from or
      corroborated by observable market data. This category generally includes
      U.S. government agencies, agency mortgage-backed debt securities,
      private-label mortgage-backed debt securities, state and municipal bonds,
      and certain derivative contracts.





·
            Level
      3 – Valuations include unobservable inputs that are supported by little or
      no market activity and that are significant to the fair value of the
      assets. For example, this category includes certain derivative contracts
      for which independent pricing information is not available for a
      significant portion of the underlying
  instruments.





Assets
and Liabilities Measured at Fair Value on a Recurring Basis





Following
is a description of the valuation methodologies used for the major categories of
financial assets and liabilities measured at fair value on a recurring
basis.





Securities Available for
Sale. Where quoted market prices are available in an active market,
securities are valued at the last traded price by obtaining feeds from a number
of live data sources including active market makers and inter-dealer brokers.
These securities are classified as Level 1 within the valuation hierarchy and
include debt and equity securities that are traded in an active exchange market,
as well as certain U.S. Treasury securities that are highly liquid and are
actively traded in over-the-counter markets. If quoted market prices are not
available, fair values are estimated by using bid prices and quoted prices of
pools or tranches of securities with similar characteristics. These types of
securities are classified as Level 2 within the valuation hierarchy and
generally include U.S. government agencies, agency mortgage-backed debt
securities, private-label mortgage-backed debt securities, and state and
municipal bonds. In certain cases where there is limited activity or less
transparency around inputs to valuation, securities are classified as Level 3
within the valuation hierarchy.





Derivative Assets and Liabilities.TSFG measures the fair value of many of its derivatives using internal
valuation models that use primarily market observable inputs, such as yield
curves and option volatilities, and accordingly, those derivatives are
classified as Level 2. When available, TSFG also obtains dealer quotations for
these derivatives for comparative purposes to assess the reasonableness of the
model valuations. Examples of Level 2 derivatives are basic interest rate swaps.
Level 3 derivative instruments have primary risk characteristics that relate to
unobservable pricing


27


THE
SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES


Notes
to Consolidated Financial Statements (unaudited)









The
tables below present the balances of assets and liabilities measured at fair
value on a recurring basis (in thousands):





June 30, 2010Total
            
            
            Level 1
            
            
            Level 2
            
            
            Level 3Securities
      available for sale:U.S.
      Treasury
            
            $
            2,091
            
            
            $
            2,091
            
            
            $
            -
            
            
            $
            -U.S.
      Government agencies
            
            
            485,183
            
            
            
            309,206
            
            
            
            175,977
            
            
            
            -Agency
      residential mortgage-backed securities
            
            
            1,638,136
            
            
            
            -
            
            
            
            1,638,136
            
            
            
            -Private
      label residential mortgage-backed securities
            
            
            6,208
            
            
            
            -
            
            
            
            6,208
            
            
            
            -State
      and municipals
            
            
            11,818
            
            
            
            -
            
            
            
            11,568
            
            
            
            250Other
      investments
            
            
            1,916
            
            
            
            1,394
            
            
            
            471
            
            
            
            51Total
      securities available for sale
            
            
            2,145,352
            
            
            
            312,691
            
            
            
            1,832,360
            
            
            
            301Derivative
      assets:Interest
      rate swaps
            
            
            4,569
            
            
            
            -
            
            
            
            3,289
            
            
            
            1,280Forward
      foreign currency contracts
            
            
            99
            
            
            
            -
            
            
            
            99
            
            
            
            -Customer
      swap contracts
            
            
            32,390
            
            
            
            -
            
            
            
            31,147
            
            
            
            1,243Options,
      mortgage contracts and other
            
            
            291
            
            
            
            -
            
            
            
            -
            
            
            
            291Total
      derivative assets
            
            
            37,349
            
            
            
            -
            
            
            
            34,535
            
            
            
            2,814Total
            
            $
            2,182,701
            
            
            $
            312,691
            
            
            $
            1,866,895
            
            
            $
            3,115Derivative
      liabilities:Interest
      rate swaps
            
            $
            3,674
            
            
            $
            -
            
            
            $
            3,674
            
            
            $
            -Forward
      foreign currency contracts
            
            
            99
            
            
            
            -
            
            
            
            99
            
            
            
            -Customer
      swap contracts
            
            
            25,424
            
            
            
            -
            
            
            
            25,424
            
            
            
            -Options,
      mortgage contracts and other
            
            
            286
            
            
            
            -
            
            
            
            81
            
            
            
            205Total
      derivative liabilities
            
            $
            29,483
            
            
            $
            -
            
            
            $
            29,278
            
            
            $
            205





June 30, 2009Total
            
            
            Level 1
            
            
            Level 2
            
            
            Level 3U.S
      Treasury
            
            $
            4,051
            
            
            $
            4,051
            
            
            $
            -
            
            
            $
            -U.S.
      Government agencies
            
            
            44,220
            
            
            
            26,133
            
            
            
            18,087
            
            
            
            -Agency
      mortgage-backed securities
            
            
            1,449,961
            
            
            
            -
            
            
            
            1,449,961
            
            
            
            -Private
      label mortgage-backed securities
            
            
            11,600
            
            
            
            -
            
            
            
            11,600
            
            
            
            -State
      and municipals
            
            
            232,916
            
            
            
            -
            
            
            
            232,616
            
            
            
            300Other
      investments
            
            
            1,885
            
            
            
            1,245
            
            
            
            428
            
            
            
            212Total
      securities available for sale
            
            
            1,744,633
            
            
            
            31,429
            
            
            
            1,712,692
            
            
            
            512Derivative
      assets
            
            
            66,957
            
            
            
            -
            
            
            
            65,426
            
            
            
            1,531Total
            
            $
            1,811,590
            
            
            $
            31,429
            
            
            $
            1,778,118
            
            
            $
            2,043Derivative
      liabilities
            
            $
            31,186
            
            
            $
            -
            
            
            $
            29,878
            
            
            $
            1,308


28


THE
SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES


Notes
to Consolidated Financial Statements (unaudited)





December 31, 2009Total
            
            
            Level 1
            
            
            Level 2
            
            
            Level 3Securities
      available for sale:U.S.
      Treasury
            
            $
            2,045
            
            
            $
            2,045
            
            
            $
            -
            
            
            $
            -U.S.
      Government agencies
            
            
            79,707
            
            
            
            76,696
            
            
            
            3,011
            
            
            
            -Agency
      residential mortgage-backed securities
            
            
            1,980,305
            
            
            
            -
            
            
            
            1,980,305
            
            
            
            -Private
      label residential mortgage-backed securities
            
            
            8,504
            
            
            
            -
            
            
            
            8,504
            
            
            
            -State
      and municipals
            
            
            23,158
            
            
            
            -
            
            
            
            22,858
            
            
            
            300Other
      investments
            
            
            1,682
            
            
            
            1,229
            
            
            
            452
            
            
            
            1Total
      securities available for sale
            
            
            2,095,401
            
            
            
            79,970
            
            
            
            2,015,130
            
            
            
            301Derivative
      assets
            
            
            42,599
            
            
            
            -
            
            
            
            38,906
            
            
            
            3,693Total
            
            $
            2,138,000
            
            
            $
            79,970
            
            
            $
            2,054,036
            
            
            $
            3,994Derivative
      liabilities
            
            $
            23,040
            
            
            $
            -
            
            
            $
            22,675
            
            
            $
            365





The
changes in Level 3 assets and liabilities measured at fair value on a recurring
basis are summarized as follows (in thousands):





Three months ended June 30,
      2010Securities available for
    sale
            
            
            Net derivative assets
      (liabilities)State and municipals
            
            
            Other investments
            
            
            Interest rate swaps
            
            
            Customer swap contracts
            
            
            OtherBalance,
      beginning of period
            
            $
            250
            
            
            $
            1
            
            
            $
            1,095
            
            
            $
            1,953
            
            
            $
            55Total
      net gains included in net income
            
            
            -
            
            
            
            -
            
            
            
            185
            
            
            
            133
            
            
            
            31Purchases,
      sales, issuances and settlements, net
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Transfers
      into (from) Level 3
            
            
            -
            
            
            
            50
            
            
            
            -
            
            
            
            (843
            )
            
            
            -Balance,
      end of period
            
            $
            250
            
            
            $
            51
            
            
            $
            1,280
            
            
            $
            1,243
            
            
            $
            86Net
      gains included in net loss relating to assets/liabilities held at
      period-end
            
            $
            -
            
            
            $
            -
            
            
            $
            185
            
            
            $
            133
            
            
            $
            31





Six months ended June 30,
    2010Securities available for
    sale
            
            
            Net derivative assets
      (liabilities)State and municipals
            
            
            Other investments
            
            
            Interest rate swaps
            
            
            Customer swap contracts
            
            
            OtherBalance,
      beginning of period
            
            $
            300
            
            
            $
            1
            
            
            $
            1,118
            
            
            $
            2,159
            
            
            $
            51Total
      net gains (losses) included in net income
            
            
            -
            
            
            
            -
            
            
            
            162
            
            
            
            (962
            )
            
            
            35Purchases,
      sales, issuances and settlements, net
            
            
            (50
            )
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Transfers
      into Level 3
            
            
            -
            
            
            
            50
            
            
            
            -
            
            
            
            46
            
            
            
            -Balance,
      end of period
            
            $
            250
            
            
            $
            51
            
            
            $
            1,280
            
            
            $
            1,243
            
            
            $
            86Net
      gains (losses) included in net loss relating to assets/liabilities held at
      period-end
            
            $
            -
            
            
            $
            -
            
            
            $
            162
            
            
            $
            (962
            )
            
            $
            35


29


THE
SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES


Notes
to Consolidated Financial Statements (unaudited)





Three
      Months Ended
            
            
            Six
      Months EndedJune 30, 2009
            
            
            June 30, 2009Securities
      availablefor sale
            
            
            Net
      derivative assets(liabilities)
            
            
            Securities
      availablefor sale
            
            
            Net
      derivative assets(liabilities)Balance,
      beginning of period
            
            $
            516
            
            
            $
            1,173
            
            
            $
            566
            
            
            $
            (410
            )Total
      net gains (losses) included in net income
            
            
            -
            
            
            
            (950
            )
            
            
            -
            
            
            
            633Purchases,
      sales, issuances and settlements, net
            
            
            (4
            )
            
            
            -
            
            
            
            (54
            )
            
            
            -Balance,
      end of period
            
            $
            512
            
            
            $
            223
            
            
            $
            512
            
            
            $
            223Net
      gains (losses) included in net income relating to assets/liabilities held
      at period-end
            
            $
            -
            
            
            $
            (950
            )
            
            $
            -
            
            
            $
            633





For the
three and six months ended June 30, 2010, the gains/losses in the tables above
were included in noninterest income. During the three and six months ended June
30, 2010, certain derivative assets were transferred to Level 3 from Level 2
based on increases in credit valuation adjustments due to deterioration in the
credit quality of certain bank customers with whom TSFG has entered into
customer swaps. Many of the derivative assets that were transferred into Level 3
during the first quarter of 2010 were written off during the three months ended
June 30, 2010. Transfers between levels of the
fair value hierarchy are recognized on the actual date of the event or
circumstances that caused the transfer, which generally coincides with the
quarterly valuation process. There were no significant transfers between
Level 1 and Level 2 for the three and six months ended June 30, 2010. For the
three and six months ended June 30, 2009, the gains/losses in the table above
were included in noninterest income.





Assets
Measured at Fair Value on a Nonrecurring Basis





TSFG may
be required, from time to time, to measure certain other assets at fair value on
a nonrecurring basis in accordance with generally accepted accounting
principles. These adjustments to fair value usually result from write-downs of
individual assets.


30


THE
SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES


Notes
to Consolidated Financial Statements (unaudited)





For
financial assets measured at fair value on a nonrecurring basis that were still
reflected in the balance sheet at period end, the following table provides the
level of valuation assumptions used to determine each adjustment and the
carrying value of the related individual assets at period end (in
thousands).





Total
      gains (losses)Carrying value at period
end
            
            
            Three months
            
            
            Six
      monthsTotal
            
            
            Level 1
            
            
            Level 2
            
            
            Level 3
            
            
            ended
            
            
            endedJune
      30, 2010Loans
      held for investment
            
            $
            264,290
            
            
            $
            -
            
            
            $
            -
            
            
            $
            264,290
            
            
            $
            (34,346
            )
            
            $
            (115,804
            )Goodwill
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (214,118
            )
            
            
            (214,118
            )Other
      real estate owned
            
            
            64,817
            
            
            
            -
            
            
            
            -
            
            
            
            64,817
            
            
            
            (12,184
            )
            
            
            (25,914
            )Private
      equity investments
            
            
            1,700
            
            
            
            -
            
            
            
            -
            
            
            
            1,700
            
            
            
            (35
            )
            
            
            (494
            )$
            (260,683
            )
            
            $
            (356,330
            )June
      30, 2009Loans
      held for investment
            
            $
            304,827
            
            
            $
            -
            
            
            $
            -
            
            
            $
            304,827
            
            
            $
            (83,078
            )
            
            $
            (126,150
            )Loans
      held for sale
            
            
            25,081
            
            
            
            -
            
            
            
            -
            
            
            
            25,081
            
            
            
            (2,031
            )
            
            
            (2,041
            )Goodwill
            
            
            5,682
            
            
            
            -
            
            
            
            -
            
            
            
            5,682
            
            
            
            (2,511
            )
            
            
            (2,511
            )Long
      lived assets
            
            
            69,486
            
            
            
            -
            
            
            
            -
            
            
            
            69,486
            
            
            
            (17,376
            )
            
            
            (17,376
            )Other
      real estate owned
            
            
            60,865
            
            
            
            -
            
            
            
            -
            
            
            
            60,865
            
            
            
            (26,906
            )
            
            
            (39,215
            )Private
      equity investments
            
            
            3,580
            
            
            
            -
            
            
            
            -
            
            
            
            3,580
            
            
            
            (330
            )
            
            
            (3,279
            )Auction
      rate preferred securities
            
            
            5,774
            
            
            
            -
            
            
            
            -
            
            
            
            5,774
            
            
            
            -
            
            
            
            (676
            )$
            (132,232
            )
            
            $
            (191,248
            )





The
valuation techniques for the items in the table above are as
follows:





Loans held for investment.
Impaired loans are evaluated for impairment using the present value of expected
future cash flows discounted at the loan’s effective interest rate, or as a
practical expedient, a loan’s observable market value or the fair value of the
collateral if the loan is collateral dependent. The measurement of impaired
loans using future cash flows discounted at the loan’s effective interest rate
rather than the market rate of interest is not a fair value measurement and is
therefore excluded from the requirements of FASB ASC 820-10. Impaired loans
measured by applying the practical expedient are included in the requirements of
FASB ASC 820-10. Under the practical expedient, TSFG measures the fair value of
collateral dependent impaired loans based on the fair value of the collateral
securing these loans. These measurements are classified as Level 3 within the
valuation hierarchy. Substantially all impaired loans are secured by real
estate. The fair value of this real estate is generally determined based upon
appraisals performed by a certified or licensed appraiser using inputs such as
absorption rates, capitalization rates, and comparables. Management also
considers other factors or recent developments which could result in adjustments
to the collateral value estimates indicated in the appraisals such as changes in
absorption rates or market conditions from the time of valuation. Impaired loans
are reviewed and evaluated on at least a quarterly basis for additional
impairment and adjusted accordingly, based on the same factors identified
above.





Loans held for sale.Loans
held for sale are measured at the lower of cost or fair value. If available,
fair value is measured by the price that secondary market investors are offering
for loans with similar characteristics. If quoted market prices are not
available, TSFG may consider outstanding investor commitments, discounted cash
flow analyses with market assumptions, or the fair value of the collateral if
the loan is collateral dependent. Where assumptions are made using significant
unobservable inputs, such loans held for sale are classified as Level 3 within
the valuation hierarchy.





Goodwill. Nonrecurring fair
value adjustments to goodwill reflect impairment write-downs. The write-down was
based on an estimate of the total value of TSFG that was allocated to each
reporting unit based on each unit's economic capital. The
valuations indicated that the fair values of the segments were less than their
carrying values.  The second step in the evaluation indicated that
there was no remaining value attributed to goodwill. Because of the significance
of unobservable inputs in


31


THE
SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES


Notes
to Consolidated Financial Statements (unaudited)









Other real estate owned. OREO
is adjusted to fair value less costs to sell upon transfer of a loan to OREO.
Subsequently, OREO is carried at the lower of carrying value or fair value less
costs to sell. Fair value is generally based upon current appraisals, comparable
sales, and other estimates of value obtained principally from independent
sources, adjusted for estimated selling costs. However, management also
considers other factors or recent developments which could result in adjustments
to the collateral value estimates indicated in the appraisals such as changes in
absorption rates or market conditions from the time of valuation. In situations
where management adjustments are significant to the fair value measurement in
its entirety, such measurements are classified as Level 3 within the valuation
hierarchy.





Private equity investments.
The fair values of TSFG’s investments in privately held limited partnerships,
corporations and LLCs are not readily available. TSFG evaluates these
investments quarterly for impairment based on information available, which may
include the investee’s ability to generate cash through its operations or obtain
alternative financing, and subjective factors. The valuation of these
investments requires significant management judgment due to the absence of
quoted market prices, inherent lack of liquidity, and the long-term nature of
the investments; as a result, private equity investments subjected to
nonrecurring fair value adjustments are classified as Level 3.





Auction rate preferred securities.Nonrecurring fair value adjustments on auction rate preferred securities
reflect impairment write-downs. The valuation of these securities requires
significant management judgment due to illiquidity in the market; as a result,
auction rate preferred securities subjected to nonrecurring fair value
adjustments are classified as Level 3.





FASB
ASC 825-10, Disclosures about Fair Value of Financial Instruments





FASB ASC
825-10, "Financial Instruments," requires disclosure of fair value information,
whether or not recognized in the statement of financial position, when it is
practical to estimate the fair value. The standard defines a financial
instrument as cash, evidence of an ownership interest in an entity or
contractual obligations, which require the exchange of cash, or other financial
instruments. Certain items are specifically excluded from the disclosure
requirements, including TSFG's common stock, premises and equipment, accrued
interest receivable and payable, and other assets and liabilities.





The
methodologies used to determine fair value for securities, derivative assets and
liabilities, impaired loans held for investment, and loans held for sale are
disclosed elsewhere in this footnote. Fair value approximates book value for
cash and due from banks and interest-bearing bank balances due to the short-term
nature of the instrument. Fair value for loans held for investment which are not
impaired is based on the discounted present value of the estimated future cash
flows. Discount rates used in these computations reflect approximate current
market rates offered for similar types of loans, adjustments that take into
account the credit quality of the loan portfolio and the underlying collateral,
and illiquidity in the market. Loan commitments and letters of credit, which are
off-balance-sheet financial instruments, are short-term and typically based on
current market rates; therefore, the fair values of these items are not included
in the following table.





Fair
value for demand deposit accounts and interest-bearing accounts with no fixed
maturity date is equal to the carrying value. Certificate of deposit accounts
are estimated by discounting cash flows from expected maturities using current
interest rates on similar instruments. Callable brokered deposits are valued in
a similar manner except the cash flow stream may be shorter than the term to
maturity if the call option is exercised. Fair value approximates book value for
federal funds purchased due to the short-term nature of the borrowing. Fair
value for other short-term borrowings and long-term debt is based on discounted
cash flows using current market rates for similar instruments.


32




THE
SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES
 Notes
to Consolidated Financial Statements (unaudited)


TSFG has
used management's best estimate of fair value based on the above assumptions.
Thus, the fair values presented may not be the amounts, which could be realized,
in an immediate sale or settlement of the instrument. In addition, any income
taxes or other expenses, which would be incurred in an actual sale or
settlement, are not taken into consideration in the fair values presented. The
estimated fair values of TSFG's financial instruments (in thousands) were as
follows:





June 30, 2010
            
            
            December 31, 2009Carrying
            
            
            Fair
            
            
            Carrying
            
            
            FairAmount
            
            
            Value
            
            
            Amount
            
            
            ValueFinancial
      AssetsCash
      and due from banks
            
            $
            133,231
            
            
            $
            133,231
            
            
            $
            190,346
            
            
            $
            190,346Interest-bearing
      bank balances
            
            
            1,027,401
            
            
            
            1,027,401
            
            
            
            192,962
            
            
            
            192,962Securities
      available for sale
            
            
            2,145,352
            
            
            
            2,145,352
            
            
            
            2,095,401
            
            
            
            2,095,401Securities
      held to maturity
            
            
            -
            
            
            
            -
            
            
            
            127,516
            
            
            
            129,496Net
      loans
            
            
            7,295,697
            
            
            
            6,623,991
            
            
            
            8,036,243
            
            
            
            7,213,252Derivative
      assets
            
            
            37,349
            
            
            
            37,349
            
            
            
            42,599
            
            
            
            42,599Financial
      LiabilitiesRetail
      and commercial deposits
            
            $
            7,680,354
            
            
            $
            7,702,217
            
            
            $
            7,350,111
            
            
            $
            7,387,521Brokered
      deposits
            
            
            1,748,799
            
            
            
            1,764,240
            
            
            
            1,946,101
            
            
            
            1,956,562Total
      deposits
            
            
            9,429,153
            
            
            
            9,466,457
            
            
            
            9,296,212
            
            
            
            9,344,083Short-term
      borrowings
            
            
            263,267
            
            
            
            263,184
            
            
            
            322,702
            
            
            
            322,545Subordinated
      notes related to trust preferred securities
            
            
            206,704
            
            
            
            55,925
            
            
            
            206,704
            
            
            
            95,977Other
      long-term debt
            
            
            909,502
            
            
            
            923,646
            
            
            
            910,165
            
            
            
            911,924Total
      long-term debt
            
            
            1,116,206
            
            
            
            979,571
            
            
            
            1,116,869
            
            
            
            1,007,901Derivative
      liabilities
            
            
            29,483
            
            
            
            29,483
            
            
            
            23,040
            
            
            
            23,040





Note
      17
            –
      Business Segments





TSFG’s banking subsidiary Carolina
First Bank conducts banking operations in South Carolina and North Carolina (as
Carolina First) and in Florida (as Mercantile). Carolina First and Mercantile
are TSFG’s primary reportable segments for management financial reporting. This
business segment structure along geographic lines is consistent with the way
management internally reviews financial information and allocates resources.
Each geographic bank segment consists of commercial and consumer lending and
full service branches in its geographic region with its own management team. The
branches provide a full range of traditional banking products as well as
treasury services, wealth management and mortgage banking services. The “Other”
column includes the investment securities portfolio, indirect lending, treasury,
parent company activities, bank-owned life insurance, net intercompany
eliminations, various nonbank subsidiaries (including insurance), equity
investments, and certain other activities not currently allocated to the
aforementioned segments.





The
results for these segments are based on TSFG’s management reporting process,
which assigns balance sheet and income statement items to each segment. Unlike
financial reporting, there is no authoritative guidance for management reporting
equivalent to generally accepted accounting principles. The Company uses an
internal funding methodology to assign funding costs to assets and earning
credits to liabilities with an offset in “Other.” The management reporting
process measures the performance of the defined segments based on TSFG’s
management structure and is not necessarily comparable with similar information
for other financial services companies or representative of results that would
be achieved if the segments operated as stand-alone entities. If the management
structure and/or allocation process changes, allocations, transfers and
assignments may change. Segment information (in thousands) is shown in the table
below.


33


THE
SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES


Notes
to Consolidated Financial Statements (unaudited)





CarolinaFirst
            
            
            Mercantile
            
            
            Other
            
            
            TotalThree
      Months Ended June 30, 2010Net
      interest income before inter-segment income (expense)
            
            $
            42,051
            
            
            $
            19,056
            
            
            $
            8,361
            
            
            $
            69,468Inter-segment
      interest income (expense)
            
            
            2,252
            
            
            
            8,633
            
            
            
            (10,885
            )
            
            
            -Net
      interest income
            
            
            44,303
            
            
            
            27,689
            
            
            
            (2,524
            )
            
            
            69,468Provision
      for credit losses
            
            
            98,554
            
            
            
            25,031
            
            
            
            (9,701
            )
            
            
            113,884Noninterest
      income
            
            
            12,674
            
            
            
            5,782
            
            
            
            18,509
            
            
            
            36,965Goodwill
      impairment (3)
            
            
            201,628
            
            
            
            -
            
            
            
            12,490
            
            
            
            214,118Other
      noninterest expenses - direct (1)
            
            
            34,153
            
            
            
            21,471
            
            
            
            35,711
            
            
            
            91,335Contribution
      before allocation
            
            
            (277,358
            )
            
            
            (13,031
            )
            
            
            (22,515
            )
            
            
            (312,904
            )Noninterest
      expenses - allocated (2)
            
            
            14,791
            
            
            
            9,175
            
            
            
            (23,966
            )
            
            
            -Contribution
      before income taxes
            
            $
            (292,149
            )
            
            $
            (22,206
            )
            
            $
            1,451
            
            
            
            (312,904
            )Income
      tax benefit
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (3,359
            )Net
      loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            (309,545
            )Six
      Months Ended June 30, 2010Net
      interest income before inter-segment income (expense)
            
            $
            86,081
            
            
            $
            38,732
            
            
            $
            18,180
            
            
            $
            142,993Inter-segment
      interest income (expense)
            
            
            4,466
            
            
            
            16,155
            
            
            
            (20,621
            )
            
            
            -Net
      interest income
            
            
            90,547
            
            
            
            54,887
            
            
            
            (2,441
            )
            
            
            142,993Provision
      for credit losses
            
            
            127,577
            
            
            
            65,468
            
            
            
            15,962
            
            
            
            209,007Noninterest
      income
            
            
            24,734
            
            
            
            9,597
            
            
            
            23,766
            
            
            
            58,097Goodwill
      impairment
            
            
            201,628
            
            
            
            -
            
            
            
            12,490
            
            
            
            214,118Other
      noninterest expenses - direct (1)
            
            
            64,139
            
            
            
            42,346
            
            
            
            68,503
            
            
            
            174,988Contribution
      before allocation
            
            
            (278,063
            )
            
            
            (43,330
            )
            
            
            (75,630
            )
            
            
            (397,023
            )Noninterest
      expenses - allocated (2)
            
            
            29,105
            
            
            
            17,734
            
            
            
            (46,839
            )
            
            
            -Contribution
      before income taxes
            
            $
            (307,168
            )
            
            $
            (61,064
            )
            
            $
            (28,791
            )
            
            
            (397,023
            )Income
      tax benefit
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (6,884
            )Net
      loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            (390,139
            )June
      30, 2010Total
      assets
            
            $
            4,700,575
            
            
            $
            2,734,568
            
            
            $
            4,160,226
            
            
            $
            11,595,369Total
      loans held for investment
            
            
            4,633,690
            
            
            
            2,686,803
            
            
            
            337,902
            
            
            
            7,658,395Total
      deposits
            
            
            4,187,190
            
            
            
            3,466,751
            
            
            
            1,775,212
            
            
            
            9,429,153





(1)
            Noninterest
      expenses – direct include the direct costs of the segment’s operations
      such as facilities, personnel, and other operating
    expenses.


(2)
            Noninterest
      expenses – allocated includes expenses not directly attributable to the
      segments, such as information services, operations, human resources,
      accounting, finance, treasury, and corporate incentive
    plans.


(3)
            Goodwill
      impairment – goodwill allocated to Carolina First banking segment and
      insurance operations was written off as of June 30, 2010. See Note 7 for
      further details.


34


THE
SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES


Notes
to Consolidated Financial Statements (unaudited)





CarolinaFirst
            
            
            Mercantile
            
            
            Other
            
            
            TotalThree
      Months Ended June 30, 2009Net
      interest income before inter-segment income (expense)
            
            $
            43,232
            
            
            $
            22,273
            
            
            $
            20,425
            
            
            $
            85,930Inter-segment
      interest income (expense)
            
            
            4,613
            
            
            
            8,785
            
            
            
            (13,398
            )
            
            
            -Net
      interest income
            
            
            47,845
            
            
            
            31,058
            
            
            
            7,027
            
            
            
            85,930Provision
      for credit losses
            
            
            74,548
            
            
            
            48,433
            
            
            
            8,356
            
            
            
            131,337Noninterest
      income
            
            
            13,253
            
            
            
            5,906
            
            
            
            13,113
            
            
            
            32,272Goodwill
      impairment
            
            
            -
            
            
            
            -
            
            
            
            2,511
            
            
            
            2,511Other
      noninterest expenses - direct (1)
            
            
            37,270
            
            
            
            36,996
            
            
            
            59,411
            
            
            
            133,677Contribution
      before allocation
            
            
            (50,720
            )
            
            
            (48,465
            )
            
            
            (50,138
            )
            
            
            (149,323
            )Noninterest
      expenses - allocated (2)
            
            
            23,595
            
            
            
            11,043
            
            
            
            (34,638
            )
            
            
            -Contribution
      before income taxes
            
            $
            (74,315
            )
            
            $
            (59,508
            )
            
            $
            (15,500
            )
            
            
            (149,323
            )Income
      tax benefit
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (59,647
            )Net
      loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            (89,676
            )Six
      Months Ended June 30, 2009Net
      interest income before inter-segment income (expense)
            
            $
            84,760
            
            
            $
            42,740
            
            
            $
            43,448
            
            
            $
            170,948Inter-segment
      interest income (expense)
            
            
            11,743
            
            
            
            20,644
            
            
            
            (32,387
            )
            
            
            -Net
      interest income
            
            
            96,503
            
            
            
            63,384
            
            
            
            11,061
            
            
            
            170,948Provision
      for credit losses
            
            
            122,084
            
            
            
            139,108
            
            
            
            12,772
            
            
            
            273,964Noninterest
      income
            
            
            26,684
            
            
            
            11,261
            
            
            
            18,068
            
            
            
            56,013Goodwill
      impairment
            
            
            -
            
            
            
            -
            
            
            
            2,511
            
            
            
            2,511Other
      noninterest expenses - direct (1)
            
            
            63,394
            
            
            
            56,984
            
            
            
            103,540
            
            
            
            223,918Contribution
      before allocation
            
            
            (62,291
            )
            
            
            (121,447
            )
            
            
            (89,694
            )
            
            
            (273,432
            )Noninterest
      expenses - allocated (2)
            
            
            46,017
            
            
            
            23,945
            
            
            
            (69,962
            )
            
            
            -Contribution
      before income taxes
            
            $
            (108,308
            )
            
            $
            (145,392
            )
            
            $
            (19,732
            )
            
            
            (273,432
            )Income
      tax benefit
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (109,353
            )Net
      loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            (164,079
            )June
      30, 2009Total
      assets
            
            $
            5,790,782
            
            
            $
            3,349,787
            
            
            $
            3,447,662
            
            
            $
            12,588,231Total
      loans held for investment
            
            
            5,512,736
            
            
            
            3,312,120
            
            
            
            481,153
            
            
            
            9,306,009Total
      deposits
            
            
            4,245,440
            
            
            
            3,047,981
            
            
            
            2,095,231
            
            
            
            9,388,652





(1)
            Noninterest
      expenses – direct include the direct costs of the segment’s operations
      such as facilities, personnel, and other operating
    expenses.


(2)
            Noninterest
      expenses – allocated includes expenses not directly attributable to the
      segments, such as information services, operations, human resources,
      accounting, finance, treasury, and corporate incentive
    plans.


35


Item
2.   Management’s
Discussion and Analysis of Financial Condition and Results of
Operations





The following discussion and analysis
are presented to assist in understanding the financial condition, changes in
financial condition, results of operations, and cash flows of The South
Financial Group, Inc. and its subsidiaries (collectively, "TSFG"), except where
the context requires otherwise. TSFG may also be referred to herein as "we",
"us", or "our.” This discussion should be read in conjunction with the
consolidated financial statements appearing in this report as well as TSFG’s
Annual Report on Form 10-K for the year ended December 31, 2009. Results of
operations for the three and six months ended June 30, 2010 are not necessarily
indicative of results that may be attained for any other period.





Index
to Item 2, Management’s Discussion and Analysis of Financial Condition and
Results of Operations





PageWebsite
      Availability of Reports Filed with the Securities and Exchange
      Commission
            36Forward-Looking
      Statements
            36Non-GAAP
      Financial Information
            37Overview
            38Recent
      Legislation Impacting the Financial Services Industry
            40Critical
      Accounting Policies and Estimates
            40Deposit
      Insurance
            41Balance
      Sheet Review
            42Capital
      and Liquidity
            58Results
      of Operations
            61Enterprise
      Risk Management
            67Off-Balance
      Sheet Arrangements
            69Recently
      Adopted/Issued Accounting Pronouncements
            70





Website
Availability of Reports Filed with the Securities and Exchange
Commission





All of TSFG’s electronic filings with
the United States Securities and Exchange Commission (“SEC”), including its
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on
Form 8-K and other documents filed or furnished pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, are made available at no cost on
TSFG’s web site,
www.thesouthgroup.com,
through the Investor Relations link. TSFG’s SEC filings are also available
through the SEC’s web site at www.sec.gov.





Forward-Looking
Statements





This report contains certain
forward-looking statements (as defined in the Private Securities Litigation
Reform Act of 1995) to assist in the understanding of anticipated future
operating and financial performance, growth opportunities, growth rates, and
other similar forecasts and statements of expectations. These forward-looking
statements may be identified by the use of such
words as: “estimate,” “anticipate,” “expect,” “believe,” “intend,” “plan,” or
words of similar meaning, or future or conditional verbs such as “may,”
“intend,” “could,” “will,” or “should”. These forward-looking statementsreflect current views, but are based on assumptions and are subject to
risks, uncertainties, and other factors, which may cause actual results to
differ materially from those in such statements. A variety of factors may affect
the operations, performance, business strategy and results of TSFG including,
but not limited to, the following:




·
            whether
      the merger with TD Bank is
consummated;


·
            significant
      changes in, or additions to, banking laws or regulations, including,
      without limitation, as a result of the Dodd-Frank Wall Street Reform and
      Consumer Protection Act (“the Dodd-Frank Act”), the Emergency Economic
      Stabilization Act of 2008 (“EESA”), the Troubled Asset Relief Program
      (“TARP”), including the Capital Purchase Program (the “Capital Purchase
      Program”) of the U.S. Department of Treasury (the “U.S. Treasury”), and
      related executive compensation
requirements;


·
            additional
      losses in our loan portfolio and ability to mitigate credit issues in our
      loan portfolio;


·
            continuation
      or worsening of current economic conditions, as well as continued turmoil
      in the financial markets;


·
            continued
      volatility and deterioration of the capital and credit
      markets;


·
            ability
      to maintain adequate sources of funding and
  liquidity;


·
            impact
      of the Consent Order and Fed Agreement and actions to comply with their
      respective provisions;


·
            ability
      to raise capital or otherwise comply with Federal and State capital
      requirements imposed on TSFG and Carolina First under law and the Consent
      Order;


36


·
            adverse
      customer reaction associated with any public regulatory
      actions;


·
              deposit
      growth, change in the mix or type of deposit products, and cost of
      deposits;


·
            loss
      of deposits due to perceived financial weakness or otherwise, including as
      a result of the decision of the Federal Deposit Insurance Corporation
      (“FDIC”) whether or not the Transaction Account Guarantee Program is
      extended after its proposed termination on December 31,
    2010;


·
            ability
      to maintain key personnel and attract new
  employees;


·
            continued
      weakness in the real estate market, including the markets for commercial
      and residential real estate, which may affect, among other things, the
      level of nonperforming assets, charge-offs, provision for credit losses,
      and other credit-related expenses;


·
            continued
      weakness or further deterioration in the residential real estate markets
      in South Carolina, western North Carolina, and larger markets in Florida,
      in which our loans are
concentrated;


·
            risks
      inherent in making loans including repayment risks and changes in the
      value of collateral, and our ability to manage such
  risks;


·
            loan
      growth, loan sales, the adequacy of the allowance for credit losses,
      provision for credit losses, and the assessment of problem loans
      (including loans acquired via
acquisition);


·
            risks
      incurred as a result of trading, clearing, counterparty, or other
      relationships;


·
            changes
      in interest rates, shape of the yield curve, deposit rates, the net
      interest margin, and funding
sources;


·
            market
      risk (including net interest income at risk analysis and economic value of
      equity risk analysis) and
inflation;


·
            changes
      in accounting policies and
practices;


·
            the
      ability of our internal controls and procedures to prevent acts intended
      to defraud, misappropriate assets, or circumvent applicable law or our
      system of controls;


·
            risks
      associated with potential interruptions or breaches with respect to our
      information systems;


·
            the
      exposure of our business to hurricanes and other natural
      disasters;


·
            ability
      to redeem the Series 2008-T Preferred Stock and the warrant sold to the
      U.S. Treasury;


·
            competition
      in the banking industry and demand for our products and
      services;


·
            changes
      in the financial performance and/or condition of the borrowers of the
      subsidiary bank, Carolina First
Bank;


·
            increases
      in FDIC insurance premiums due to market developments, regulatory changes,
      or other reasons;


·
            level,
      composition, and repricing characteristics of the securities
      portfolio;


·
            fluctuations
      in consumer spending;


·
            increased
      competition in our markets;


·
            income
      and expense projections, ability to control expenses, and expense
      reduction initiatives;


·
            changes
      in the compensation, benefit, and incentive plans, including compensation
      accruals;


·
            risks
      associated with income taxes, including the potential for adverse
      adjustments and the inability to reverse valuation allowances on deferred
      tax assets;


·
            acquisitions,
      greater than expected deposit attrition or customer loss, inaccuracy of
      related cost savings estimates, inaccuracy of estimates of financial
      results, and unanticipated integration
issues;


·
            valuation
      of intangibles and any potential future
  impairment;


·
            significant
      delay or inability to execute strategic initiatives designed to grow
      revenues;


·
            changes
      in management’s assessment of and strategies for lines of business, asset,
      and deposit categories;


·
            changes
      in the evaluation of the effectiveness of our hedging strategies or access
      to derivative instruments; and


·
            changes,
      costs, and effects of litigation and environmental
      remediation.





Such forward-looking statements speak
only as of the date on which such statements are made and shall be deemed to be
updated by any future filings made by TSFG with the SEC. We undertake no
obligation to update any forward-looking statement to reflect events or
circumstances after the date on which such statement is made to reflect the
occurrence of unanticipated events. In addition, certain statements in future
filings by TSFG with the SEC, in press releases, and in oral and written
statements made by or with the approval of TSFG, which are not statements of
historical fact, constitute forward-looking statements.




Non-GAAP
Financial Information
 
 This
report also contains financial information determined by methods other than in
accordance with Generally Accepted Accounting Principles (“GAAP”). TSFG’s
management uses these non-GAAP measures to analyze TSFG’s performance. In
particular, TSFG presents certain designated net interest income amounts on a
tax-equivalent


37


basis (in
accordance with common industry practice). Management believes that these
presentations of tax-equivalent net interest income aid in the comparability of
net interest income arising from both taxable and tax-exempt sources over the
periods presented. In discussing its deposits, TSFG presents information
summarizing its funding generated by customers using the following definitions:
“core deposits,” which are defined by TSFG as noninterest-bearing,
interest-bearing checking, money market accounts, and savings accounts;
“customer deposits,” which are defined by TSFG as total deposits less brokered
deposits; and “customer funding,” which is defined by TSFG as total deposits
less brokered deposits plus customer sweep accounts. TSFG also discusses its
funding generated from non-customer sources using the following
definition:  “wholesale borrowings,” which are defined by TSFG as
short-term and long-term borrowings less customer sweep accounts plus brokered
deposits. Management believes that these presentations of “core deposits,”
“customer deposits,” “customer funding,” and “wholesale borrowings” aid in the
identification of funding generated by its lines of business versus its treasury
department. In addition, TSFG provides data eliminating intangibles in order to
present data on a “tangible” basis. The limitations associated with operating
measures are the risk that persons might disagree as to the appropriateness of
items comprising these measures and that different companies might calculate
these measures differently. Management compensates for these limitations by
providing detailed reconciliations between GAAP and operating measures. These
disclosures should not be viewed as a substitute for GAAP measures, and
furthermore, TSFG’s non-GAAP measures may not necessarily be comparable to
non-GAAP performance measures of other companies.





Overview





The South Financial Group is a bank
holding company, headquartered in Greenville, South Carolina, with $11.6 billion
in total assets and 176 branch offices in South Carolina, Florida, and North
Carolina at June 30, 2010. Founded in 1986, TSFG focuses on Southeastern banking
markets, which have historically experienced long-term growth. TSFG operates
Carolina First Bank, which conducts banking operations in North Carolina and
South Carolina (as Carolina First) and in Florida (as Mercantile). At June 30,
2010, approximately 44% of TSFG’s customer deposits were in South Carolina, 45%
were in Florida, and 11% were in North Carolina.





TSFG
targets small business, middle market companies, retail consumers, and high-net
worth clients in its markets and surrounding areas. TSFG strives to combine
personalized customer service and local decision-making with a full range of
financial services normally found at larger regional institutions.





As
described in Item 1, Note 12, Regulatory Matters, Carolina First Bank is
currently operating under a Consent Order with the Federal Deposit Insurance
Corporation (“FDIC”) and the South Carolina State Board of Financial
Institutions (the “Consent Order”). In addition, The South Financial Group, Inc.
has entered into a Written Agreement (the “Fed Agreement”) with the Board of
Governors of the Federal Reserve System (the “Federal Reserve”).





On May
16, 2010, the Company entered into a definitive agreement with TD providing for
the merger of The South Financial Group with a wholly-owned subsidiary of TD.
Completion of the merger requires, among other things, the approval of The South
Financial Group’s shareholders and customary regulatory approvals. See Item 1,
Note 13, Definitive Agreement, for additional information regarding the proposed
transaction. There can be no assurance that the merger will be consummated or,
if consummated, when the merger will occur.





As
discussed in Item 1, Note 1 to the Consolidated Financial Statements, the
Company has assessed its ability to continue as a going concern and has
concluded that, based on current and expected liquidity needs and sources, as
well as the probable completion of the TD merger, management expects TSFG to be
able to meet its obligations at least through June 30, 2011. If the Company is unable to consummate the merger with
TD or otherwise comply with the terms of the Consent Order, further regulatory
actions (including the implementation of a receivership) could be taken, and its
ability to operate as a going concern could be negatively impacted.Also see “Capital and
Liquidity.”


38


TSFG
reported a net loss available to common shareholders of $400.7 million, or
$(1.86) per diluted share, for  the first six months of 2010, compared
to a net loss available to common shareholders of $202.3 million, or $(2.34) per
diluted share for the first six months of 2009. The following is a summary of
the consolidated statements of operations (in thousands, except per share
data):





Six Months
              Ended June 30,
            
            
            Increase2010
            
            
            2009
            
            
            (Decrease)Net
      interest income
            
            $
            142,993
            
            
            $
            170,948
            
            
            $
            (27,955
            )Provision
      for credit losses
            
            
            209,007
            
            
            
            273,964
            
            
            
            (64,957
            )Noninterest
      income
            
            
            58,097
            
            
            
            56,013
            
            
            
            2,084Noninterest
      expenses
            
            
            389,106
            
            
            
            226,429
            
            
            
            162,677Income
      tax benefit
            
            
            6,884
            
            
            
            109,353
            
            
            
            (102,469
            )Net
      loss
            
            
            (390,139
            )
            
            
            (164,079
            )
            
            
            (226,060
            )Preferred
      stock dividends and other
            
            
            (10,593
            )
            
            
            (38,217
            )
            
            
            27,624Net
      loss available to common shareholders
            
            $
            (400,732
            )
            
            $
            (202,296
            )
            
            $
            (198,436
            )Loss
      per common share, diluted
            
            $
            (1.86
            )
            
            $
            (2.34
            )
            
            $
            0.48





At June
30, 2010, nonperforming assets as a percentage of loans and foreclosed property
increased to 7.76% from 6.13% at December 31, 2009 and 5.94% at June 30, 2009.
Nonperforming assets increased to $608.5 million at June 30, 2010 from $522.4
million at December 31, 2009 and $560.7 million at June 30, 2009, as
stabilization in TSFG’s Florida markets was offset by deterioration in the
coastal South Carolina and western North Carolina commercial real estate
portfolios, which management expects to continue to be stressed. For the six
months ended June 30, 2010, annualized net loan charge-offs totaled 4.55% of
average loans held for investment, compared to 4.63% for the six months ended
June 30, 2009. TSFG’s provision for credit losses decreased to $209.0 million
for the first six months of 2010 from $274.0 million for the first six months of
2009.





Based on
capital ratios at June 30, 2010, and under terms of the Consent Order, Carolina
First Bank is considered “adequately capitalized” under applicable regulatory
definitions. TSFG’s tangible equity to tangible assets ratio decreased to 5.21%
at June 30, 2010, from 6.54% at December 31, 2009, primarily due to the net loss
in the first half of 2010. Tangible common equity to tangible assets was 2.33%
at June 30, 2010, compared to 3.67% at December 31, 2009 and 6.07% at June 30,
2009.





Tax-equivalent
net interest income was $143.2 million for the first six months of 2010,
compared to $173.3 million for the first six months of 2009. The net interest
margin decreased to 2.65% for the first six months of 2010 from 2.87% for the
first six months of 2009. The decrease was primarily due to TSFG’s ongoing
liquidity positioning, continued contraction in outstanding loan balances and
higher levels of nonperforming assets compared to the first half of
2009.





Noninterest
income totaled $58.1 million for the first six months of 2010, compared to $56.0
million for the first six months of 2009. The increase was largely due to a
$10.1 million gain on securities, partially offset by lower wealth management
income, gain on certain derivative activities and the absence of merchant
processing income due to the sale of the merchant line of business in third
quarter 2009.





Noninterest
expenses totaled $389.1 million for the first six months of 2010, compared to
$226.4 million for the first six months of 2009. The increase relative to June
30, 2009 was primarily due to the goodwill impairment charge of $214.1 million
related to TSFG’s Carolina First Banking segment and insurance operations in the
second quarter of 2010.
The increased expense due to goodwill impairment was partially offset by lower
personnel costs in 2010, as well as the absence of impairment of long lived
assets, loss on nonmortgage loans held for sale and the FDIC special assessment
that were all recognized in the first six months of 2009.


39


Recent
Legislation Impacting the Financial Services Industry





On
July 21 2010, sweeping financial regulatory reform legislation entitled the
“Dodd-Frank Wall Street Reform and Consumer Protection Act” (the “Dodd-Frank
Act”) was signed into law. The Dodd-Frank Act implements far-reaching changes
across the financial regulatory landscape, including provisions that, among
other things, will:





·
            Centralize
      responsibility for consumer financial protection by creating a new agency,
      the Consumer Financial Protection Bureau, responsible for implementing,
      examining and enforcing compliance with federal consumer financial
      laws.


·
            Apply
      the same leverage and risk-based capital requirements that apply to
      insured depository institutions to most bank holding
      companies.


·
            Change
      the assessment base for federal deposit insurance from the amount of
      insured deposits to consolidated assets less tangible capital, eliminate
      the ceiling on the size of the Deposit Insurance Fund (DIF) and increase
      the floor of the size of the DIF, which generally will require an increase
      in the level of assessments for institutions, such as TSFG, with assets in
      excess of $10 billion.


·
            Impose
      comprehensive regulation of the over-the-counter derivatives market, which
      would include certain provisions that would effectively prohibit insured
      depository institutions from conducting certain derivatives businesses in
      the institution itself.


·
            Implement
      corporate governance revisions, including with regard to executive
      compensation and proxy access by shareholders, that apply to all public
      companies, not just financial
institutions.


·
            Make
      permanent the $250,000 limit for federal deposit insurance and increase
      the cash limit of Securities Investor Protection Corporation protection
      from $100,000 to $250,000.  The Act will also provide unlimited
      federal deposit insurance for non-interest bearing demand transaction
      accounts at all insured depository institutions for two years starting
      December 31, 2010.


·
            Effective
      1 year after enactment, repeal the federal prohibitions on the payment of
      interest on demand deposits, thereby permitting depository institutions to
      pay interest on business transaction and other
  accounts.


·
            Amend
      the Electronic Fund Transfer Act (EFTA) to, among other things, give the
      Federal Reserve the authority to establish rules regarding interchange
      fees charged for electronic debit transactions by payment card issuers,
      such as TSFG, having assets over $10 billion and to enforce a new
      statutory requirement that such fees be reasonable and proportional to the
      actual cost of a transaction to the
issuer.





Many aspects of the Dodd-Frank Act are
subject to rulemaking and will take effect over several years, making it
difficult to anticipate the overall financial impact on the Company, its
customers or the financial industry more generally. Provisions in the
legislation that affect deposit insurance assessments, payment of interest on
demand deposits and interchange fees could increase the costs associated with
deposits as well as place limitations on certain revenues those deposits may
generate.





Critical
Accounting Policies and Estimates





TSFG's accounting policies are in
accordance with accounting principles generally accepted in the United States
and with general practice within the banking industry. TSFG makes a number of
judgmental estimates and assumptions relating to reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the Consolidated Financial Statements and the reported amounts of revenues
and expenses during periods presented. Material estimates that are particularly
susceptible to significant change relate to the determination of the allowance
for loan losses and reserve for unfunded lending commitments; the effectiveness
of derivatives and other hedging activities; the fair value of certain financial
instruments (securities, derivatives, privately held investments, and, for
purposes of goodwill impairment evaluation, loans); income tax assets or
liabilities; share-based compensation; and accounting for acquisitions,
including the fair value determinations and the analysis of goodwill for
impairment. To a lesser extent, significant estimates are also associated with
the determination of contingent liabilities, discretionary compensation, and
expense associated with other employee benefit agreements. Different assumptions
in the application of these policies could result in material changes in TSFG’s
Consolidated Financial Statements. Accordingly, as this information changes, the
Consolidated Financial Statements could reflect the use of different estimates,
assumptions, and judgments. Certain determinations inherently have a greater
reliance on the use of estimates, assumptions, and judgments, and as such have a
greater possibility of producing results that could be materially different than
originally reported. TSFG has procedures and processes in place to facilitate
making these judgments.





For
additional information regarding critical accounting policies and estimates,
refer to the Annual Report of TSFG on Form 10-K for the year ended December 31,
2009, specifically Item 8, Note 1 – Summary of Significant Accounting Policies
in the Notes to the Consolidated Financial Statements and the section captioned
“Critical


40








Deposit
Insurance





During
2009, the FDIC required all insured depository institutions, with limited
exceptions, to prepay their estimated quarterly risk-based assessments for the
fourth quarter of 2009 and for all of 2010, 2011 and 2012. As of June 30, 2010,
$69.0 million in prepaid deposit insurance is included in other assets in
the consolidated balance sheet. The FDIC also adopted a uniform three-basis
point increase in assessment rates effective on January 1,
2011.





In April
2010, the FDIC approved an interim rule that extends the Transaction Account
Guarantee Program (“TAGP”) which provides full FDIC coverage for
noninterest-bearing transaction deposit accounts and certain interest-bearing
checking accounts. Under the interim rule, the TAGP will be extended from
June 30, 2010 to December 31, 2010 and may be extended an additional
year to December 31, 2011 without additional rulemaking, provided the FDIC
announces the extension before October 29, 2010. The existing fee structure
under the TAGP will not change; however, the maximum interest rate that can be
paid on qualifying NOW accounts will be reduced from 50 basis points to 25 basis
points, and assessment reporting will be based on average daily account balances
rather than account balances at the end of the quarter as currently required.
Participants in the TAGP have a one-time, irrevocable opportunity to opt out of
the TAGP extension effective July 1, 2010. TSFG has elected not to opt out of
the TAGP extension.





The
Dodd-Frank Act, signed into law July 21, 2010, permanently increases the
statutory standard maximum deposit insurance amount to $250,000.  In
addition, the Act provides, for all insured depository institutions, full
deposit insurance coverage for noninterest-bearing transaction accounts for 2
years starting December 31, 2010.





In April
2010, the FDIC also issued a notice of proposed rulemaking to revise the deposit
insurance assessment system for large institutions. The FDIC proposal would
create two scorecards, one for most institutions, including Carolina First Bank,
that have more than $10 billion in assets and another for “highly complex”
institutions as defined. Each scorecard would have a performance score and a
loss-severity score that would be combined to produce a total score, which would
be translated into an initial assessment rate. In calculating these scores, the
FDIC would continue to utilize CAMELS ratings, would introduce certain new
financial measures, and would eliminate the use of risk categories and long-term
debt issuer ratings. In determining the initial base assessment rate, the FDIC
would have the ability to adjust each component of the scorecard where
necessary, based upon quantitative or qualitative measures not adequately
captured in the scorecard, to produce accurate relative risk rankings. The
proposed rule would allow for adjustments to an institution’s initial base
assessment rate as a result of certain long-term unsecured debt, certain secured
liabilities and brokered deposits. After the effect of potential base-rate
adjustments, the total base assessment rate could range from 5 to
85 basis points on an annualized basis. The final rule related to this
proposal is expected to be effective January 1, 2011. The Company cannot
provide any assurance as to the effect of any proposed change in its deposit
insurance premium rate, should such a change occur, as such changes are
dependent upon a variety of factors, some of which are beyond the Company’s
control.





The
Dodd-Frank Act requires the FDIC to revise the deposit insurance assessment
system to base assessments on the average total consolidated assets of insured
depository institutions during the assessment period, less the average tangible
equity of the institution during the assessment period. Currently, only deposits
payable in the United States are included in determining the premium paid by an
institution. The Dodd-Frank Act also eliminates the ceiling on the size of the
DIF and increases the floor of the size of the DIF, which will require a general
increase in the level of assessments for institutions, such as Carolina First
Bank, with assets in excess of $10 billion. It is currently uncertain
whether the changes proposed in the FDIC’s April 2010 notice of proposed
rulemaking, described above, will be maintained by the FDIC after adopting them
to the requirements of the Dodd-Frank Act.


41


Balance
Sheet Review





Loans





TSFG
focuses its lending activities on small and middle market businesses and
individuals in its geographic markets. At June 30, 2010, outstanding loans
totaled $7.7 billion, which equaled 81.6% of total deposits (100.1% of customer
deposits) and 66.3% of total assets. The major components of the loan portfolio
were commercial loans, commercial real estate loans, and consumer loans
(including both direct and indirect loans). Substantially all loans were to
borrowers located in TSFG’s market areas in South Carolina, Florida, and North
Carolina. At June 30, 2010, approximately 4% of the portfolio was
unsecured.





As part
of its portfolio and balance sheet management strategies, TSFG reviews its loans
held for investment and determines whether its intent for specific loans or
classes of loans has changed. If management changes its intent from held for
investment to held for sale, the loans are transferred to the held for sale
portfolio and recorded at the lower of cost basis or fair value.





In an
effort to accelerate the sale or resolution of problem loans and to otherwise
divest itself of loans with limited relationship opportunity, during the three
and six months ended June 30, 2010, TSFG transferred $13.2 million and $40.9
million, respectively, from the held for investment portfolio to the held for
sale portfolio (and subsequently sold or otherwise settled the
loan).





TSFG
generally sells a substantial majority of its residential mortgage loans in the
secondary market. TSFG also retains certain of its mortgage loans in its held
for investment portfolio as part of its overall balance sheet management
strategy. Mortgage loans held for sale increased to $18.9 million at June 30,
2010 from $15.8 million at December 31, 2009, primarily due to timing of
mortgage sales.





Table 1
summarizes outstanding loans held for investment by loan purpose.





Table
      1Loan
      Portfolio Composition Based on Loan Purpose(dollars
      in thousands)June
      30,
            
            
            December 31,2010
            
            
            2009
            
            
            2009Commercial
      LoansCommercial
      and industrial
            
            $
            1,796,992
            
            
            $
            2,428,511
            
            
            $
            2,080,329Commercial
      owner - occupied real estate
            
            
            1,269,990
            
            
            
            1,315,442
            
            
            
            1,271,525Commercial
      real estate (1)
            
            
            3,158,947
            
            
            
            3,873,199
            
            
            
            3,501,8096,225,929
            
            
            
            7,617,152
            
            
            
            6,853,663Consumer
      LoansIndirect
      - sales finance
            
            
            179,312
            
            
            
            285,658
            
            
            
            230,426Consumer
      lot loans
            
            
            121,412
            
            
            
            178,212
            
            
            
            144,315Direct
      retail
            
            
            79,172
            
            
            
            87,326
            
            
            
            83,460Home
      equity
            
            
            772,748
            
            
            
            811,057
            
            
            
            787,6451,152,644
            
            
            
            1,362,253
            
            
            
            1,245,846Mortgage
      Loans
            
            
            279,822
            
            
            
            326,604
            
            
            
            286,618Total
      loans held for investment
            
            $
            7,658,395
            
            
            $
            9,306,009
            
            
            $
            8,386,127Percentage
      of Loans Held for InvestmentCommercial
      and industrial
            
            
            23.5
            %
            
            
            26.1
            %
            
            
            24.8
            %Commercial
      owner - occupied real estate
            
            
            16.6
            
            
            
            14.2
            
            
            
            15.2Commercial
      real estate
            
            
            41.2
            
            
            
            41.6
            
            
            
            41.8Consumer
            
            
            15.0
            
            
            
            14.6
            
            
            
            14.8Mortgage
            
            
            3.7
            
            
            
            3.5
            
            
            
            3.4Total
            
            
            100.0
            %
            
            
            100.0
            %
            
            
            100.0
            %




42




(1)
              See
      “Commercial Real Estate Concentration,” “Credit Quality,” and “Allowance
      for Loan Losses and Reserve for Unfunded Lending Commitments” for more
      detail on commercial real estate
loans.


Commercial and industrial loansare loans to finance short-term and intermediate-term cash needs of
businesses. Typical needs include the need to finance seasonal or other
temporary cash flow imbalances, growth in working assets created by sales
growth, and purchases of equipment and vehicles. Credit is extended in the form
of short-term single payment loans, lines of credit for periods up to a year,
revolving credit facilities for periods up to five years, and amortizing term
loans for periods up to ten years.





Commercial owner - occupied real
estate loans are loans to finance the purchase or expansion of operating
facilities used by businesses not engaged in the real estate business. Typical
loans are loans to finance offices, manufacturing plants, warehouse facilities,
and retail shops. Depending on the property type and the borrower’s cash flows,
amortization terms vary from 10 to 20 years. Although secured by mortgages on
the properties financed, these loans are underwritten based on the cash flows
generated by the operations of the businesses they house.





Commercial real estate (“CRE”) loansare loans to finance real properties that are acquired, developed, or
constructed for sale or lease to parties unrelated to the borrower. Our CRE
products fall into four primary categories including land, acquisition and
development, construction, and income property. See “Commercial Real Estate
Concentration” below for further details.





Indirect - sales finance
loans are loans to individuals to finance the purchase of motor vehicles.
They are closed at the auto dealership but approved in advance by TSFG for
immediate purchase. Loans are extended on new and used motor vehicles with terms
varying from two years to six years. TSFG has effectively stopped originating
indirect auto loans, with the exception of certain dealers that fit within our
relationship strategy.





Consumer lot loansare loans
to individuals to finance the purchase of residential lots.





Direct retail consumer loans
are loans to individuals to finance personal, family, or household needs.
Typical loans are loans to finance auto purchases or home repairs and
additions.





Home equity loans are loans
to homeowners, secured primarily by junior mortgages on their primary
residences, to finance personal, family, or household needs. These loans may be
in the form of amortizing loans or lines of credit with terms up to 15 years.
TSFG’s home equity portfolio consists of loans to direct customers, with no
brokered loans.





Mortgage loans are loans to
individuals, secured by first mortgages on single-family residences, generally
to finance the acquisition or construction of those residences. TSFG generally
sells a majority of its residential mortgage loans at origination in the
secondary market. TSFG also retains certain of its mortgage loans in its held
for investment portfolio as part of its overall balance sheet management
strategy. TSFG’s mortgage portfolio is bank-customer related, with minimal
brokered loans or subprime exposure.





Portfolio
risk is partially managed by maintaining a “house” lending limit at a level
significantly lower than the legal lending limit of Carolina First Bank and by
requiring approval by the Risk Committee of the Board of Directors to exceed
this house limit. At June 30, 2010, TSFG’s house lending limit was $35 million,
and 8 credit relationships totaling $331.4 million were in excess of the house
lending limit (but not the legal lending limit). The 20 largest credit
relationships had an aggregate outstanding principal balance of $505.0 million,
or 6.6% of total loans held for investment at June 30, 2010, compared to 6.9% of
total loans held for investment at December 31, 2009. Approximately $22.8
million of these loans were considered nonperforming loans as of June 30,
2010.





TSFG, through its Corporate Banking
group, participates in “shared national credits” (multi-bank credit facilities
of $20 million or more, or “SNCs”), primarily to borrowers who are headquartered
or conduct business in or near our markets. At June 30, 2010, the loan portfolio
included outstanding SNC borrowings of $364.8 million, decreasing from $495.6
million at December 31, 2009. The largest commitment was $28.6 million and the
largest outstanding balance was $17.2 million at June 30, 2010. Our strategy
targets borrowers whose management teams are well known to us and whose risk
profile is above average. We expect to continue to reduce the percentage of our
portfolio invested in SNCs due to the lack of relationship opportunity on much
of the portfolio.


Late in 2009, TSFG established a U.S. Small Business Administration ("SBA")lending unit to
generate new customers by focusing on small business lending opportunities.In early 2010, TSFG was approved as a preferred lender under the
SBA Preferred Lender Program ("PLP"). This PLP designation grants TSFG the
authority to process,




43









Commercial
Real Estate Concentration





The
portfolio’s largest concentration is in commercial real estate loans. Real
estate development and construction are major components of the economic
activity that occurs in TSFG’s markets. TSFG’s commercial real estate products
include the following:





Commercial Real Estate
    Product
            
            DescriptionCompleted
      income property
            
            Loans
      to finance a variety of income producing properties, including apartments,
      retail centers, hotels, office buildings and industrial
      facilitiesResidential
      A&D
            
            Loans
      to develop land into residential lotsCommercial
      A&D
            
            Loans
      to finance the development of raw land into sellable commercial
      lotsCommercial
      construction
            
            Loans
      to finance the construction of various types of income
      propertyResidential
      construction
            
            Loans
      to construct single family housing; primarily to residential
      buildersResidential
      condo
            
            Loans
      to construct or convert residential condominiumsUndeveloped
      land
            
            Loans
      to acquire land for resale or future
development





Underwriting
policies dictate the loan-to-value (“LTV”) limitations at origination for
commercial real estate loans. Table 2 presents selected characteristics of
commercial real estate loans by product type.





Table 2Selected Characteristics of Commercial Real Estate
      Loans(dollars
      in thousands)June 30, 2010Policy LTV
            
            Weighted
      Average Time to Maturity
              (in months)
            
            Weighted
      AverageLoan Size
            
            Largest
      TenTotal O/SCompleted
      income property
            
            
            80
            %
            
            
            32.7
            
            
            $
            527
            
            
            $
            182,020Residential
      A&D
            
            
            75
            
            
            
            9.4
            
            
            
            465
            
            
            
            80,242Commercial
      A&D
            
            
            75
            
            
            
            7.4
            
            
            
            834
            
            
            
            54,198Commercial
      construction
            
            
            80
            
            
            
            44.4
            
            
            
            3,100
            
            
            
            114,898Residential
      construction
            
            
            80
            
            
            
            8.0
            
            
            
            346
            
            
            
            76,564Residential
      condo
            
            
            80
            
            
            
            11.1
            
            
            
            571
            
            
            
            48,786Undeveloped
      land
            
            
            65
            
            
            
            8.9
            
            
            
            624
            
            
            
            68,958Overall
            
            
            
            
            
            
            27.4
            
            
            $
            566





For
additional information on other commercial real estate management processes,
refer to the Annual Report of TSFG on Form 10-K for the year ended December 31,
2009, specifically the section captioned “Commercial Real Estate Concentration”
in the “Balance Sheet Review -- Loans” section of Management’s Discussion and
Analysis of Financial Condition and Results of Operations.





Table 3
presents the commercial real estate portfolio by geography, while Table 4
presents the commercial real estate portfolio by geography and property type.
Commercial real estate nonaccruals, past dues, and net charge-offs are presented
in Tables 6, 7, and 11, respectively. TSFG monitors trends in these categories
in order to evaluate the possibility of higher credit risk in its commercial
real estate portfolio.


44




Table 3Commercial Real Estate Loans by Geographic
      Diversification(1)(dollars
      in thousands)June 30, 2010
            
            
            December 31, 2009Balance
            
            
            %
      ofTotal CRE
            
            
            Balance
            
            
            %
      ofTotal CRESouth
      Carolina, exluding Coastal:Upstate
      South Carolina (Greenville)
            
            $
            539,821
            
            
            
            17.1
            %
            
            $
            569,018
            
            
            
            16.2
            %Midlands
      South Carolina (Columbia)
            
            
            201,071
            
            
            
            6.4
            
            
            
            232,088
            
            
            
            6.6Greater
      South Charlotte South Carolina (Rock Hill)
            
            
            118,651
            
            
            
            3.7
            
            
            
            142,114
            
            
            
            4.1Coastal
      South Carolina:North
      Coastal South Carolina (Myrtle Beach)
            
            
            299,922
            
            
            
            9.5
            
            
            
            331,819
            
            
            
            9.5South
      Coastal South Carolina (Charleston)
            
            
            260,817
            
            
            
            8.3
            
            
            
            292,207
            
            
            
            8.3Western
      North Carolina (Hendersonville/Asheville)
            
            
            551,740
            
            
            
            17.5
            
            
            
            639,264
            
            
            
            18.3Central
      Florida (Orlando/Ocala)
            
            
            346,450
            
            
            
            11.0
            
            
            
            356,239
            
            
            
            10.2North
      Florida:Northeast
      Florida (Jacksonville)
            
            
            199,946
            
            
            
            6.3
            
            
            
            219,202
            
            
            
            6.3North
      Central Florida
            
            
            254,415
            
            
            
            8.0
            
            
            
            271,085
            
            
            
            7.7South
      Florida (Ft. Lauderdale)
            
            
            187,785
            
            
            
            5.9
            
            
            
            198,874
            
            
            
            5.7Tampa
      Bay Florida
            
            
            198,329
            
            
            
            6.3
            
            
            
            249,899
            
            
            
            7.1Total
      commercial real estate loans
            
            $
            3,158,947
            
            
            
            100.0
            %
            
            $
            3,501,809
            
            
            
            100.0
            %





(1)
            Geography
      is primarily determined by the originating operating geographic market and
      not necessarily the ultimate location of the underlying
      collateral.





Table 4Commercial Real Estate Loans by Geography and
      Product Type(dollars
      in thousands)June 30, 2010 Commercial Real Estate Loans by
      GeographySC,
      ExclCoastal
            
            
            CoastalSC
            
            
            WesternNC
            
            
            CentralFL
            
            
            NorthFL
            
            
            SouthFL
            
            
            TampaBay
            
            
            TotalCRE
            
            
            %
      ofLHFICommercial
      Real EstateLoans
      by Product TypeCompleted
      income property
            
            $
            540,635
            
            
            $
            376,504
            
            
            $
            349,834
            
            
            $
            200,569
            
            
            $
            350,258
            
            
            $
            125,802
            
            
            $
            120,932
            
            
            $
            2,064,534
            
            
            
            27.0
            %Residential
      A&D
            
            
            52,344
            
            
            
            42,937
            
            
            
            99,071
            
            
            
            15,755
            
            
            
            30,922
            
            
            
            11,466
            
            
            
            26,181
            
            
            
            278,676
            
            
            
            3.6Commercial
      A&D
            
            
            25,294
            
            
            
            18,460
            
            
            
            23,677
            
            
            
            20,409
            
            
            
            8,607
            
            
            
            15,878
            
            
            
            13,683
            
            
            
            126,008
            
            
            
            1.6Commercial
      construction
            
            
            167,468
            
            
            
            8,984
            
            
            
            18,580
            
            
            
            33,290
            
            
            
            16,464
            
            
            
            9,177
            
            
            
            9,509
            
            
            
            263,472
            
            
            
            3.4Residential
      construction
            
            
            33,153
            
            
            
            6,440
            
            
            
            4,858
            
            
            
            24,162
            
            
            
            14,176
            
            
            
            19,974
            
            
            
            1,352
            
            
            
            104,115
            
            
            
            1.4Residential
      condo
            
            
            3,348
            
            
            
            48,878
            
            
            
            6,374
            
            
            
            909
            
            
            
            1,861
            
            
            
            636
            
            
            
            4,183
            
            
            
            66,189
            
            
            
            0.9Undeveloped
      land
            
            
            37,301
            
            
            
            58,536
            
            
            
            49,346
            
            
            
            51,356
            
            
            
            32,073
            
            
            
            4,852
            
            
            
            22,489
            
            
            
            255,953
            
            
            
            3.3Total
      CRE Loans
            
            $
            859,543
            
            
            $
            560,739
            
            
            $
            551,740
            
            
            $
            346,450
            
            
            $
            454,361
            
            
            $
            187,785
            
            
            $
            198,329
            
            
            $
            3,158,947
            
            
            
            41.2
            %CRE
      Loans as % of Total Loans HFI
            
            
            11.2
            %
            
            
            7.3
            %
            
            
            7.2
            %
            
            
            4.5
            %
            
            
            5.9
            %
            
            
            2.5
            %
            
            
            2.6
            %
            
            
            41.2
            %





See
“Credit Quality” for additional commercial real estate information.





Credit
Quality





A willingness to take credit risk is
inherent in the decision to grant credit. Prudent risk-taking requires a credit
risk management system based on sound policies and control processes that ensure
compliance with those policies. TSFG’s credit risk management system is defined
by policies approved by the Board of Directors that govern the risk
underwriting, portfolio monitoring, and problem loan administration processes.
Adherence to underwriting standards is managed through a multi-layered credit
approval process and after-the-fact review by credit risk management of loans
approved by lenders. Through daily review by credit risk managers, monthly
reviews of exception reports, and ongoing analysis of asset quality trends,
compliance with underwriting and loan monitoring policies is closely supervised.
The administration of problem loans is driven by policies that require written
plans for resolution and periodic meetings with


45









For TSFG’s policy regarding impairment
on loans, nonaccruals, charge-offs, and foreclosed property, refer to Item 8,
Note 1 – Summary of Significant Accounting Policies in the Notes to the
Consolidated Financial Statements in the Annual Report on Form 10-K for the year
ended December 31, 2009.





Table 5
presents our credit quality indicators.





Table 5Credit Quality
Indicators(dollars
      in thousands)June 30
            
            
            December 31,2010
            
            
            2009
            
            
            2009Loans
      held for sale
            
            $
            31,457
            
            
            $
            40,290
            
            
            $
            15,758Loans
      held for investment
            
            
            7,658,395
            
            
            
            9,306,009
            
            
            
            8,386,127Allowance
      for loan losses
            
            
            394,155
            
            
            
            285,290
            
            
            
            365,642Allowance
      for credit losses (1)
            
            
            400,678
            
            
            
            289,680
            
            
            
            373,126Nonaccrual
      loans - commercial and industrial
            
            
            78,977
            
            
            
            76,506
            
            
            
            77,527Nonaccrual
      loans - commercial owner - occupied real estate
            
            
            51,029
            
            
            
            24,170
            
            
            
            43,701Nonaccrual
      loans - commercial real estate
            
            
            294,344
            
            
            
            309,339
            
            
            
            240,377Nonaccrual
      loans - consumer
            
            
            15,834
            
            
            
            26,504
            
            
            
            16,314Nonaccrual
      loans - mortgage
            
            
            20,433
            
            
            
            28,046
            
            
            
            21,127Total
      nonperforming loans held for investment
            
            
            460,617
            
            
            
            464,565
            
            
            
            399,046Nonperforming
      loans held for sale - CRE
            
            
            -
            
            
            
            376
            
            
            
            -Foreclosed
      property (other real estate owned and personal property
      repossessions)
            
            
            147,834
            
            
            
            95,752
            
            
            
            123,314Total
      nonperforming assets
            
            $
            608,451
            
            
            $
            560,693
            
            
            $
            522,360Restructured
      loans accruing interest
            
            $
            75,451
            
            
            $
            17,291
            
            
            $
            26,128Loans
      past due 90 days or more (interest accruing)
            
            $
            14,150
            
            
            $
            11,107
            
            
            $
            10,465Total
      nonperforming assets as a percentage of loans and foreclosed
      property
            
            
            7.76
            %
            
            
            5.94
            %
            
            
            6.13
            %Total
      nonperforming assets as a percentage of total assets
            
            
            5.25
            
            
            
            4.45
            
            
            
            4.39Allowance
      for loan losses to nonperforming loans held for investment
            
            
            0.86
            x
            
            
            0.61
            x
            
            
            0.92
            x





(1)
            The
      allowance for credit losses is the sum of the allowance for loan losses
      and the reserve for unfunded lending
  commitments.





TSFG’s
nonperforming asset ratio (nonperforming assets as a percentage of loans and
foreclosed property) increased to 7.76% at June 30, 2010 from 6.13% at December
31, 2009, as stabilization in TSFG’s Florida markets was offset by deterioration
in the coastal South Carolina and western North Carolina commercial real estate
portfolios, which management expects to continue to be stressed. Nonperforming
asset balances also increased to $608.5 million at June 30, 2010 from $522.4
million at December 31, 2009.





Troubled
debt restructurings generally occur when a borrower is experiencing, or is
expected to experience, financial difficulties in the near-term. Accordingly,
TSFG works with these borrowers to prevent or diminish further difficulties, and
ultimately to improve the likelihood of recovery on the loan. To facilitate this
process, a concessionary modification that would not otherwise be considered may
be granted resulting in classification as a troubled debt restructuring.
Troubled debt restructurings can involve loans remaining on non-accrual status,
moving to non-accrual status, or continuing on accruing status, depending on the
individual facts and circumstances of the borrower.  Performance prior
to the restructuring, or significant events that coincide with the
restructuring, are considered in




46










The
majority of TSFG’s loan modifications relate to commercial lending and involve
extending the term of the loan. In these cases, TSFG does not typically lower
the interest rate or forgive principal or interest as part of the loan
modification. At June 30, 2010, TSFG had $75.5 million in loans that were
accruing interest under the terms of troubled debt restructurings, which
consisted of $56.1 million in commercial loans, $17.3 million in residential
mortgage loans, and $2.1 million in other consumer loans. Nonaccrual
restructured loans totaling $26.9 million at June 30, 2010 are included in
nonaccrual loans in Table 5 above. The amount of loan restructurings has
increased during 2009 and 2010, as TSFG continues to work with borrowers who are
experiencing financial difficulties. As a result of continued economic stress,
TSFG anticipates that it will have further increases in loan
restructurings.





Table 6
presents CRE nonaccrual loans by geography and product type, while Table 7
provides detail regarding commercial real estate loans past due 30 days or
more.





Table 6Commercial Real Estate Nonaccrual
      Loans(dollars
      in thousands)June 30, 2010 CRE Nonaccrual Loans ("NAL") by
      GeographySC,
      ExclCoastal
            
            
            CoastalSC
            
            
            WesternNC
            
            
            CentralFL
            
            
            NorthFL
            
            
            SouthFL
            
            
            TampaBay
            
            
            TotalCRE NAL
            
            
            %
      ofNALCRE
      Nonaccrual Loans byProduct
      TypeCompleted
      income property
            
            $
            24,629
            
            
            $
            16,065
            
            
            $
            29,943
            
            
            $
            4,730
            
            
            $
            9,013
            
            
            $
            3,764
            
            
            $
            11,918
            
            
            $
            100,062
            
            
            
            21.7
            %Residential
      A&D
            
            
            10,486
            
            
            
            10,648
            
            
            
            26,385
            
            
            
            8,568
            
            
            
            3,162
            
            
            
            1,092
            
            
            
            1,200
            
            
            
            61,541
            
            
            
            13.4Commercial
      A&D
            
            
            1,781
            
            
            
            8,538
            
            
            
            3,636
            
            
            
            959
            
            
            
            -
            
            
            
            -
            
            
            
            6,289
            
            
            
            21,203
            
            
            
            4.6Commercial
      construction
            
            
            14,098
            
            
            
            -
            
            
            
            927
            
            
            
            -
            
            
            
            1,225
            
            
            
            -
            
            
            
            5,193
            
            
            
            21,443
            
            
            
            4.7Residential
      construction
            
            
            223
            
            
            
            41
            
            
            
            1,469
            
            
            
            5,908
            
            
            
            1,600
            
            
            
            -
            
            
            
            -
            
            
            
            9,241
            
            
            
            2.0Residential
      condo
            
            
            38
            
            
            
            35,076
            
            
            
            496
            
            
            
            -
            
            
            
            6
            
            
            
            -
            
            
            
            4,002
            
            
            
            39,618
            
            
            
            8.6Undeveloped
      land
            
            
            2,576
            
            
            
            3,031
            
            
            
            9,138
            
            
            
            15,061
            
            
            
            10,123
            
            
            
            782
            
            
            
            524
            
            
            
            41,235
            
            
            
            8.9Total
      CRE Nonaccrual Loans
            
            $
            53,831
            
            
            $
            73,399
            
            
            $
            71,994
            
            
            $
            35,226
            
            
            $
            25,129
            
            
            $
            5,638
            
            
            $
            29,126
            
            
            $
            294,343
            
            
            
            63.8
            %CRE
      Nonaccrual Loans as % of Total Nonaccrual Loans HFI
            
            
            11.7
            %
            
            
            15.9
            %
            
            
            15.6
            %
            
            
            7.6
            %
            
            
            5.5
            %
            
            
            1.2
            %
            
            
            6.3
            %
            
            
            63.8
            %





Table 7Commercial Real Estate Loans Past Due 30 Days or
      More (excluding nonaccruals)(dollars
      in thousands)June 30,
              2010
            
            
            December 31,
              2009Balance
            
            
            % of CRE
            
            
            Balance
            
            
            % of CRENorth
      Carolina
            
            $
            21,209
            
            
            
            0.67
            %
            
            $
            17,747
            
            
            
            0.51
            %South
      Carolina
            
            
            26,950
            
            
            
            0.86
            
            
            
            23,714
            
            
            
            0.68Florida
            
            
            33,865
            
            
            
            1.07
            
            
            
            71,877
            
            
            
            2.05Total
      CRE loans past due 30 days or more
            
            $
            82,024
            
            
            
            2.60
            %
            
            $
            113,338
            
            
            
            3.24
            %





Potential
problem loans consist of commercial loans that are performing in accordance with
contractual terms but for which management has concerns about the ability of an
obligor to continue to comply with repayment terms because of the obligor’s
potential operating or financial difficulties. These loans are identified
through our internal risk grading processes. Management monitors these loans
closely and reviews their performance on a regular basis. Table 8 provides
additional detail regarding potential problem loans.


47





Table 8Potential Problem Loans(dollars
      in thousands)June 30, 2010
            
            
            December 31, 2009#
      of
            
            
            
            
            
            %
      of
            
            
            #
      of
            
            
            
            
            
            %
      ofLoans
            
            
            Balance
            
            
            LHFI
            
            
            Loans
            
            
            Balance
            
            
            LHFILarge
      potential problem loans ($5 million or more)
            
            
            38
            
            
            $
            327,793
            
            
            
            4.28
            %
            
            
            40
            
            
            $
            377,230
            
            
            
            4.50
            %Small
      potential problem loans (less than $5 million)
            
            
            1,158
            
            
            
            558,004
            
            
            
            7.29
            
            
            
            1,112
            
            
            
            558,700
            
            
            
            6.66Total
      potential problem loans (1)
            
            
            1,196
            
            
            $
            885,797
            
            
            
            11.57
            %
            
            
            1,152
            
            
            $
            935,930
            
            
            
            11.16
            %





(1)
            Includes
      commercial and industrial, commercial real estate, and commercial
      owner-occupied real estate.





Allowance
for Loan Losses and Reserve for Unfunded Lending Commitments





The allowance for loan losses
represents management’s estimate of probable incurred losses inherent in the
lending portfolio. The adequacy of the allowance for loan losses (the
“Allowance”) is analyzed quarterly. For purposes of this analysis, adequacy is
defined as a level sufficient to absorb probable incurred losses in the
portfolio as of the balance sheet date presented. The methodology employed for
this analysis is as follows.





Management’s ongoing evaluation of the
adequacy of the Allowance considers both impaired and unimpaired loans and takes
into consideration TSFG’s past loan loss experience, known and inherent risks in
the portfolio, existing adverse situations that may affect the borrowers’
ability to repay, estimated value of any underlying collateral, an analysis of
guarantees and an analysis of current economic factors and existing
conditions.





TSFG,
through its lending and credit functions, continuously reviews its loan
portfolio for credit risk. TSFG employs an independent credit review area that
reviews the lending and credit functions and processes to validate that credit
risks are appropriately identified and addressed and reflected in the risk
ratings. Using input from the credit risk identification process, the Company’s
credit risk management area analyzes and validates the Company’s Allowance
calculations. The analysis includes four basic components: general allowances
for loan pools segmented based on similar risk characteristics, specific
allowances for individually impaired loans, subjective and judgmental
qualitative adjustments based on identified economic factors and existing
conditions and other risk factors, and the unallocated component of the
Allowance (which is determined based on the overall Allowance level and the
determination of a range given the inherent imprecision of calculating the
Allowance).





Management
reviews the methodology, calculations and results and ensures that the
calculations are appropriate and that all material risk elements have been
assessed in order to determine the appropriate level of Allowance for the
inherent losses in the loan portfolio at each quarter end. The Allowance for
Credit Losses Committee is in place to ensure that the process is systematic and
consistently applied.





The
following chart reflects the various levels of reserves included in the
Allowance:





Level
      I
            
            General
      allowance calculated based upon historical lossesLevel
      II
            
            Specific
      reserves for individually impaired loansLevel
      III
            
            Subjective/judgmental
      adjustments for economic and other risk factorsUnfunded
            
            Reserves
      for off-balance sheet (unadvanced) exposureUnallocated
            
            Represents
      the imprecision inherent in the previous calculationsTotal
            
            Represents
      summation of all reserves





Level I Reserves.The first
reserve component is the general allowance for loan pools segmented based on
similar risk characteristics that are determined by applying adjusted historical
loss factors to each loan pool. The general allowance factors are based upon
recent and historical charge-off experience and are applied to the outstanding
portfolio by loan type and internal risk rating. Historical loss analyses of the
previous 12 quarters provide the basis for factors used for homogenous pools of
smaller loans, such as indirect auto and other consumer loan categories which
generally are not evaluated based on individual risk ratings but almost entirely
based on historical losses. The loss factors used in the Level I analyses are
adjusted quarterly based on loss trends and risk rating migrations.





TSFG
generates historical loss ratios from actual loss history for nine subsets of
the loan portfolio over a 12 quarter period (3 years). Commercial loans are
sorted by risk rating into four pools—Pass, Special Mention, Substandard,




48










The
adjusted loss ratio for each pool is multiplied by the dollar amount of loans in
the pool in order to create a range. We then add and subtract five percent
(5.0%) to and from this amount to create the upper and lower boundaries of the
range. The upper and lower boundary amounts for each pool are summed to
establish the total range. Although TSFG generally uses the actual historical
loss rate, on occasion management may decide to select a higher or lower
boundary based on known market trends or internal behaviors that would impact
the performance of a specific portfolio grouping. The Level I reserves totaled
$207.1 million at June 30, 2010, based on the portfolio historical loss rates,
compared to $193.0 million at December 31, 2009.





Level II Reserves.The second
component of the Allowance involves the calculation of specific allowances for
each individually impaired loan. In situations where a loan is determined to be
impaired (primarily because it is probable that all principal and interest
amounts due according to the terms of the note will not be collected as
scheduled), a specific reserve may or may not be warranted. Upon examination of
the collateral and other factors, it may be determined that TSFG reasonably
expects to collect all amounts due; therefore, no specific reserve is warranted.
Any loan determined to be impaired (whether a specific reserve is assigned or
not) is excluded from the Level I calculations described above.





TSFG
tests a broad group of loans for impairment each quarter (this includes all
large commercial relationships, generally over $1 million, that have been placed
in nonaccrual status or modified as a troubled debt restructure). Once a loan is
identified as impaired, reserves are based on a thorough analysis of the most
probable source of repayment which is normally the liquidation of collateral,
but may also include discounted future cash flows or the market value of the
loan itself. Generally, for collateral dependent loans, current market
appraisals are utilized for larger credits; however, in situations where a
current market appraisal is not available, management uses the best available
information (including appraisals for similar properties, communications with
qualified real estate professionals, information contained in reputable
publications and other observable market data) to estimate the current fair
value (less cost to sell) of the subject property. TSFG had Level II reserves of
$50.8 million and $37.7 at June 30, 2010 and December 31, 2009,
respectively.





Level III Reserves.The third
component of the Allowance represents subjective and judgmental adjustments
determined by management to account for the effect of risks or losses that are
not fully captured elsewhere. This part of the methodology reflects adjustments
to historical loss experience to incorporate current economic conditions and
other factors which impact the inherent losses in the portfolio. This component
includes amounts for new loan products or portfolio categories which are deemed
to have risks not included in the other reserve elements as well as
macroeconomic and other factors. The qualitative risk factors of this third
allowance level are more subjective and require a high degree of management
judgment. Currently, Level III Reserves include additional reserves for current
economic conditions, the commercial real estate concentration in the portfolio,
and an additional adjustment to represent declining land values. The Level III
Reserves totaled $136.3 million at June 30, 2010 compared to $135.0 million at
December 31, 2009.





Reserve for Unfunded Commitments.At June 30, 2010 and December 31, 2009, the reserve for unfunded
commitments was $6.5 million and $7.5 million, respectively. This reserve is
determined by formula; historical loss ratios are multiplied by potential usage
levels (i.e., the difference between actual usage levels and the second highest
historical usage level).





Unallocated Reserves.The
calculatedLevel
I, II and III reserves are then segregated into allocated and unallocated
components. The allocated component is the sum of the loss estimates at the
lower end of the probable loss ranges, and is distributed to the loan categories
based on the mix of loans in each category. The unallocated portion is
calculated as the sum of the differences between the actual calculated Allowance
and the lower boundary amounts for each category in our model. The sum of these
differences at June 30, 2010 was $25.5 million, compared to $21.3 million at
December 31, 2009. The unallocated Allowance is the result of management’s best
estimate of risks inherent in the portfolio, economic uncertainties and other
subjective factors, including industry trends, as well as the imprecision
inherent in estimates used for the allocated portions of the Allowance.
Management reviews the overall level of the Allowance as well as the unallocated
component and considers the level of both amounts in determining the appropriate
level of reserves for the overall inherent risk in TSFG’s total loan
portfolio.





Changes
in the Level II reserves (and the overall Allowance) may not correlate to the
relative change in impaired loans depending on a number of factors including the
collateral type, amounts previously charged off, and the estimated loss severity
on individual loans.


49


Changes
in the other components of the Allowance (reserves for Level I, Level III,
unallocated, and unfunded commitments) are not related to specific loans but
reflect changes in loss experience and subjective and judgmental adjustments
made by management.





Assessing
the adequacy of the Allowance is a process that requires considerable judgment.
Management's judgments are based on numerous assumptions about current events,
which we believe to be reasonable, but which may or may not be valid. Thus,
there can be no assurance that loan losses in future periods will not exceed the
current Allowance amount or that future increases in the Allowance will not be
required. No assurance can be given that management's ongoing evaluation of the
loan portfolio in light of changing economic conditions and other relevant
circumstances will not require significant future additions to the Allowance,
thus adversely affecting the operating results of TSFG.





The Allowance is also subject to
examination and adequacy testing by regulatory agencies, which may consider such
factors as the methodology used to determine adequacy and the size of the
Allowance relative to that of peer institutions, and other adequacy tests. In
addition, such regulatory agencies could require us to adjust our Allowance
based on information available to them at the time of their
examination.





Table 9 summarizes the changes in
the allowance for loan losses, reserve for unfunded lending commitments, and
allowance for credit losses and provides certain related ratios.





Table 9Summary of Loan and Credit Loss
      Experience(dollars
      in thousands)At
      and For the Six Months
              Ended
      June 30,
            
            
            At
      and For the Year Ended
              December 31,2010
            
            
            2009
            
            
            2009Allowance
      for loan losses, beginning of year
            
            $
            365,642
            
            
            $
            247,086
            
            
            $
            247,086Allowance
      adjustment for loans sold
            
            
            -
            
            
            
            (4,471
            )
            
            
            (4,471
            )Net
      charge-offs:Loans
      charged-off
            
            
            (195,599
            )
            
            
            (234,565
            )
            
            
            (556,585
            )Loans
      recovered
            
            
            14,144
            
            
            
            4,878
            
            
            
            15,404(181,455
            )
            
            
            (229,687
            )
            
            
            (541,181
            )Additions
      to allowance through provision expense
            
            
            209,968
            
            
            
            272,362
            
            
            
            664,208Allowance
      for loan losses, end of period
            
            $
            394,155
            
            
            $
            285,290
            
            
            $
            365,642Reserve
      for unfunded lending commitments, beginning of period
            
            $
            7,484
            
            
            $
            2,788
            
            
            $
            2,788Provision
      for unfunded lending commitments
            
            
            (961
            )
            
            
            1,602
            
            
            
            4,696Reserve
      for unfunded lending commitments, end of period
            
            $
            6,523
            
            
            $
            4,390
            
            
            $
            7,484Allowance
      for credit losses, beginning of period
            
            $
            373,126
            
            
            $
            249,874
            
            
            $
            249,874Allowance
      adjustment for loans sold
            
            
            -
            
            
            
            (4,471
            )
            
            
            (4,471
            )Net
      charge-offs:Loans
      charged-off
            
            
            (195,599
            )
            
            
            (234,565
            )
            
            
            (556,585
            )Loans
      recovered
            
            
            14,144
            
            
            
            4,878
            
            
            
            15,404(181,455
            )
            
            
            (229,687
            )
            
            
            (541,181
            )Additions
      to allowance through provision expense
            
            
            209,007
            
            
            
            273,964
            
            
            
            668,904Allowance
      for credit losses, end of period
            
            $
            400,678
            
            
            $
            289,680
            
            
            $
            373,126Average
      loans held for investment
            
            $
            8,050,855
            
            
            $
            10,000,260
            
            
            $
            9,456,636Loans
      held for investment, end of period
            
            
            7,658,395
            
            
            
            9,306,009
            
            
            
            8,386,127Net
      charge-offs as a percentage of average loans held for investment
      (annualized)
            
            
            4.55
            %
            
            
            4.63
            %
            
            
            5.72
            %Allowance
      for loan losses as a percentage of loans held for
    investment
            
            
            5.15
            
            
            
            3.07
            
            
            
            4.36Allowance
      for credit losses as a percentage of loans held for
    investment
            
            
            5.23
            
            
            
            3.11
            
            
            
            4.45


50


The
provision for credit losses for the first half of 2010 totaled $209.0 million,
compared to $274.0 million for the first half of 2009, and exceeded net loan
charge-offs by $27.6 million. The overall allowance for credit losses as a
percentage of loans held for investment increased to 5.23% at June 30, 2010 from
4.45% at December 31, 2009. Net charge-offs in the first half of 2010 decreased
to $181.5 million compared to $229.7 million in the first half of 2009. Tables
10 and 11 provide additional detail for net charge-offs.





Table
      10Net
      Charge-Offs by Product Type(dollars
      in thousands)Six
      Months EndedJune 30, 2010Amount
            
            
            %
      ofNCOCommercial
      and industrial
            
            $
            57,778
            
            
            
            31.8
            %Commercial
      owner-occupied real estate
            
            
            12,314
            
            
            
            6.8Commercial
      real estate
            
            
            89,938
            
            
            
            49.6Indirect
      - sales finance
            
            
            3,151
            
            
            
            1.7Consumer
      lot loans
            
            
            6,241
            
            
            
            3.4Direct
      retail
            
            
            1,594
            
            
            
            0.9Home
      equity
            
            
            6,911
            
            
            
            3.8Mortgage
            
            
            3,528
            
            
            
            2.0Total
      net charge-offs
            
            $
            181,455
            
            
            
            100.0
            %





Table 11Commercial Real Estate Net Charge-Offs by Product
      Type(dollars
      in thousands)Six Months Ended June 30, 2010 CRE Net Charge-Offs
      ("NCO") by GeographySC,
      ExclCoastal
            
            
            CoastalSC
            
            
            WesternNC
            
            
            CentralFL
            
            
            NorthFL
            
            
            SouthFL
            
            
            TampaBay
            
            
            TotalCRE NCO
            
            
            %
      ofNCOCRE
      Net Charge-Offs byProduct
      TypeCompleted
      income property
            
            $
            4,997
            
            
            $
            8,607
            
            
            $
            10,198
            
            
            $
            2,447
            
            
            $
            3,141
            
            
            $
            1,514
            
            
            $
            5,345
            
            
            $
            36,249
            
            
            
            20.0
            %Residential
      A&D
            
            
            4,173
            
            
            
            9,072
            
            
            
            14,175
            
            
            
            2,082
            
            
            
            2,366
            
            
            
            288
            
            
            
            995
            
            
            
            33,151
            
            
            
            18.3Commercial
      A&D
            
            
            127
            
            
            
            244
            
            
            
            1,009
            
            
            
            -
            
            
            
            80
            
            
            
            436
            
            
            
            790
            
            
            
            2,686
            
            
            
            1.5Commercial
      construction
            
            
            519
            
            
            
            135
            
            
            
            1,688
            
            
            
            -
            
            
            
            424
            
            
            
            -
            
            
            
            -
            
            
            
            2,766
            
            
            
            1.5Residential
      construction
            
            
            34
            
            
            
            874
            
            
            
            1,243
            
            
            
            163
            
            
            
            8,623
            
            
            
            (1,233
            )
            
            
            (2,346
            )
            
            
            7,358
            
            
            
            4.1Residential
      condo
            
            
            365
            
            
            
            80
            
            
            
            362
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            5,853
            
            
            
            6,660
            
            
            
            3.7Undeveloped
      land
            
            
            (162
            )
            
            
            218
            
            
            
            235
            
            
            
            -
            
            
            
            1,108
            
            
            
            (91
            )
            
            
            (240
            )
            
            
            1,068
            
            
            
            0.6Total
      CRE Net Charge-Offs
            
            $
            10,053
            
            
            $
            19,230
            
            
            $
            28,910
            
            
            $
            4,692
            
            
            $
            15,742
            
            
            $
            914
            
            
            $
            10,397
            
            
            $
            89,938
            
            
            
            49.6
            %CRE
      Net Charge-Offs as % of Total Net Charge-Offs
            
            
            5.6
            %
            
            
            10.6
            %
            
            
            15.9
            %
            
            
            2.6
            %
            
            
            8.7
            %
            
            
            0.5
            %
            
            
            5.7
            %
            
            
            49.6
            %





Securities





TSFG uses
the investment securities portfolio for several purposes. It serves as a vehicle
to manage interest rate risk, to generate interest and dividend income, to
provide liquidity to meet funding requirements, and to provide collateral for
pledges on public deposits, treasury tax and loan (“TT&L”) advances, FHLB
advances, derivatives, and securities sold under repurchase agreements. Table 12
shows the carrying values of the investment securities
portfolio.


51




Table 12Investment Securities Portfolio
      Composition(dollars
      in thousands)June 30,
            
            
            December 31,2010
            
            
            2009
            
            
            2009Available for Sale(at
      fair value)U.S.
      Treasury
            
            $
            2,091
            
            
            $
            4,051
            
            
            $
            2,045U.S.
      Government agencies
            
            
            485,183
            
            
            
            44,220
            
            
            
            79,707Agency
      residential mortgage-backed securities
            
            
            1,638,136
            
            
            
            1,449,961
            
            
            
            1,980,305Private
      label residential mortgage-backed securities
            
            
            6,208
            
            
            
            11,600
            
            
            
            8,504State
      and municipal
            
            
            11,818
            
            
            
            232,916
            
            
            
            23,158Other
      investments:Community
      bank stocks
            
            
            418
            
            
            
            496
            
            
            
            399Other
      equity investments
            
            
            1,498
            
            
            
            1,389
            
            
            
            1,2832,145,352
            
            
            
            1,744,633
            
            
            
            2,095,401Held to Maturity(at
      amortized cost)State
      and municipal
            
            
            -
            
            
            
            16,835
            
            
            
            16,217Agency
      residential mortgage-backed securities
            
            
            -
            
            
            
            129,534
            
            
            
            111,199Other
      investments
            
            
            -
            
            
            
            100
            
            
            
            100-
            
            
            
            146,469
            
            
            
            127,516Total
            
            $
            2,145,352
            
            
            $
            1,891,102
            
            
            $
            2,222,917Total
      securities as a percentage of total assets
            
            
            18.5
            %
            
            
            15.0
            %
            
            
            18.7
            %Percentage
      of Total Securities PortfolioU.S.
      Treasury
            
            
            0.1
            %
            
            
            0.2
            %
            
            
            0.1
            %U.S.
      Government agencies
            
            
            22.6
            
            
            
            2.3
            
            
            
            3.6Agency
      residential mortgage-backed securities
            
            
            76.4
            
            
            
            83.6
            
            
            
            94.1Private
      label residential mortgage-backed securities
            
            
            0.3
            
            
            
            0.6
            
            
            
            0.4State
      and municipal
            
            
            0.5
            
            
            
            13.2
            
            
            
            1.7Other
      investments
            
            
            0.1
            
            
            
            0.1
            
            
            
            0.1Total
            
            
            100.0
            %
            
            
            100.0
            %
            
            
            100.0
            %





Securities (i.e., securities available
for sale and securities held to maturity) excluding the unrealized gain on
securities available for sale averaged $2.2 billion for the first half of 2010
and $2.0 billion for the first half of 2009. The average tax-equivalent
portfolio yield decreased for the six months ended June 30, 2010 to 3.22% from
4.48% for the six months ended June 30, 2009. The securities yield decreased
primarily due to an overall decline in interest rates resulting in reinvestment
of scheduled and unscheduled principal payments and calls at lower yields,
investment of excess liquidity into lower yielding securities and the fourth
quarter 2009 sales of higher-yielding mortgage-backed securities and municipal
securities.  Subsequent to June 30, 2010, TSFG sold $2.1 billion of
securities.  Proceeds of $1.4 billion were reinvested into short-term
agency securities, with the remainder held as excess cash.  The $54.4
million net gain on these sales improved regulatory capital ratios, as
unrealized gains and losses are excluded from regulatory capital.





The
duration of the debt securities portfolio and the impact of changes in interest
rates on prepayment activity are not meaningful as of June 30, 2010 due to the
sale of substantially all debt securities subsequent to quarter end and the
partial reinvestment in short-term agency securities.  Changes in
interest rates are not expected to have a significant impact on the fair value
or unrealized gain/loss on the securities due to the short-term maturities of
the reinvested portfolio.





The majority of the securities at June
30, 2010 are government or agency securities and, therefore, pose minimal credit
risk. The securities purchased subsequent to quarter-end were of similar or
higher quality and have minimal credit risk.


52


Table 13 shows the credit risk profile
of the securities portfolio.





Table 13Investment Securities Portfolio Credit Risk
      Profile(dollars
      in thousands)June 30, 2010
            
            
            December 31, 2009Balance
            
            
            % of Total
            
            
            Balance
            
            
            % of TotalGovernment
      and agencyU.S.
      Treasury
            
            $
            2,091
            
            
            
            0.1
            %
            
            $
            2,045
            
            
            
            0.1
            %U.S.
      Government agencies (1)
            
            
            485,183
            
            
            
            22.6
            
            
            
            79,707
            
            
            
            3.6Agency
      mortgage-backed securities (MBS) (1)(2)(3)
            
            
            1,638,136
            
            
            
            76.4
            
            
            
            2,091,504
            
            
            
            94.0Total
      government and agency
            
            
            2,125,410
            
            
            
            99.1
            
            
            
            2,173,256
            
            
            
            97.7State
      and municipal (3)(4)(5)Pre-funded
      with collateral or AAA-rated backed byTexas
      Permanent School Fund or AAA-rated
            
            
            719
            
            
            
            -
            
            
            
            19,392
            
            
            
            0.9Underlying
      issuer or collateral rated A or better (includingSouth
      Carolina State Aid)
            
            
            9,058
            
            
            
            0.4
            
            
            
            15,127
            
            
            
            0.7Underlying
      issuer or collateral rated BBB
            
            
            -
            
            
            
            -
            
            
            
            2,337
            
            
            
            0.1Non-rated
            
            
            2,041
            
            
            
            0.1
            
            
            
            2,519
            
            
            
            0.1Total
      state and municipal
            
            
            11,818
            
            
            
            0.5
            
            
            
            39,375
            
            
            
            1.8Private
      label mortgage-backed securities AAA-rated (2)
            
            
            6,208
            
            
            
            0.3
            
            
            
            8,504
            
            
            
            0.4Community
      bank stocks and other
            
            
            1,916
            
            
            
            0.1
            
            
            
            1,782
            
            
            
            0.1Total
      securities
            
            $
            2,145,352
            
            
            
            100.0
            %
            
            $
            2,222,917
            
            
            
            100.0
            %Percent
      of total securities:Rated
      A or higher
            
            
            
            
            
            
            99.8
            %
            
            
            
            
            
            
            99.7
            %Investment
      grade
            
            
            
            
            
            
            99.8
            
            
            
            
            
            
            
            99.8





(1)
            At
      June 30, 2010, these amounts include, in the aggregate, $404 million and
      $1.3 billion related to senior debt and MBS, respectively, issued by FNMA
      and FHLMC.


(2)
            Current
      policies restrict MBS/CMO purchases to agency-backed and a small percent
      of private-label securities and prohibit securities collateralized by
      sub-prime assets.


(3)
            At
      December 31, 2009, agency mortgage-backed securities included $111.2
      million of securities held to maturity at amortized cost. At December 31,
      2009, state and municipal securities included $16.2 million of securities
      held to maturity at amortized cost.


(4)
            Ratings
      shown above do not reflect the benefit of guarantees by bond insurers. At
      June 30, 2010, $3.2 million of municipal bonds are guaranteed by bond
      insurers. At December 31, 2009, $4.9 million of municipal bonds are
      guaranteed by bond insurers.


(5)
            At
      June 30, 2010, the breakdown by current bond rating is as follows: $0.7
      million AAA-rated, $9.1 million AA or A-rated, and $2.0 million
      non-rated.





Note:
            Within
      each category, securities are ordered based on risk assessment from lowest
      to highest. TSFG holds no collateralized debt
  obligations.





Investments included in Other
Assets. TSFG also invests in limited partnerships, limited liability
companies (LLC's) and other privately held companies. These investments are
included in other assets. In three and six months ended June 30, 2010, TSFG
recorded $34,800 and $494,000 in other-than-temporary impairment on these
investments. At June 30, 2010, TSFG's investment in these entities totaled $14.7
million, of which $7.8 million were accounted for under the cost method and $6.9
million were accounted for under the equity method. Since certain of these
investments are real estate-related or banking industry-related, additional
impairment in future periods is possible.





In April
2009, TSFG sold U.S. government agency securities with a book value of
approximately $120 million (3.6% yield) for a gain of $5.4 million. In
connection with this sale, TSFG also terminated $75.0 million (4.3% rate) in
long-term repurchase agreements, and recognized a loss on extinguishment of $5.4
million. Also in second quarter 2009, TSFG recorded $435,000 in
other-than-temporary impairment on certain community bank-related equity
securities included in the other investments category.


53


Carolina
First Bank, as a member of the Federal Home Loan Bank ("FHLB") of Atlanta, is
required to own capital stock in the FHLB of Atlanta based generally upon its
balances of residential mortgage loans, select commercial loans secured by real
estate, and FHLB advances. FHLB stock is included in other assets at its
original cost basis. At June 30, 2010 and December 31, 2009, FHLB stock totaled
$58.8 million.





Goodwill





TSFG
evaluates its goodwill annually for each reporting unit as of June 30th or
more frequently if events or circumstances indicate that there may be
impairment. The goodwill impairment test is a
two-step process, which requires management to make judgments in determining the
assumptions used in the calculations. The first step (“Step 1”) involves
estimating the fair value of each reporting unit and comparing it to the
reporting unit’s carrying value, which includes the allocated goodwill. If the
estimated fair value is less than the carrying value, then a second step (“Step
2”) is performed to measure the actual amount of goodwill impairment, if any.
Step 2 involves determining the implied fair value of goodwill. This requires
the Company to allocate the estimated fair value of the reporting unit to all
the recognized and unrecognized assets and liabilities of such unit. The fair
values of the assets and liabilities, primarily loans and deposits, are
determined using current market interest rates, projections of future cash
flows, and where available, quoted market prices of similar instruments. Any
unallocated fair value represents the implied fair value of goodwill, which is
then compared to its corresponding carrying value. If the implied fair value is
less than the carrying value, an impairment loss is recognized in an amount
equal to that deficit.





For the
June 30, 2010 goodwill impairment test, management used a total company fair
value of $191.2 million based on the cash election of $0.28 per share available
to common shareholders proposed in the definitive merger agreement with TD plus
the $130.6 million consideration that TD will pay to the U.S. Treasury for its
$347 million of TSFG preferred stock and the associated warrant (see Note 13).
The $191.2 million valuation was allocated to each of the reporting units based
on the relative economic capital allocated to each reporting unit. The
valuations indicated that the fair values of the Carolina First segment and
insurance operations were less than their carrying values.  Step 2 of
the evaluation indicated that there was no remaining value attributable to the
goodwill, and the entire carrying value of $214.1 million was written off during
the second quarter.





Other
Real Estate Owned





Other
real estate owned (“OREO”), consisting of properties obtained through
foreclosure or in satisfaction of loans, is reported at the lower of cost or
fair value, determined on the basis of current appraisals, comparable sales, and
other estimates of fair value obtained principally from independent sources,
adjusted for estimated selling costs. At the time of foreclosure, any excess of
the loan balance over the fair value of the real estate held as collateral is
recorded as a charge against the allowance for loan losses. Gains or losses on
sale and any subsequent adjustments to the value are recorded as a component of
noninterest expense.





During
the three months ended June 30, 2010, TSFG sold $16.2 million in OREO and
incurred losses of $1.5 million. Due to continuing weak market conditions, TSFG
records OREO at the lower of cost basis or 70% of the most recent appraised
value. At June 30, 2010, the carrying value of OREO totaled $147.4 million,
compared to $122.1 million at December 31, 2009, and was included in other
assets. Table 14 presents a rollforward of OREO, while Table 15 presents an
aging as of June 30, 2010 and Table 16 presents OREO by property
type.





Table 14OREO Rollforward(dollars
      in thousands)Three
      Months Ended
            
            
            Six
      Months EndedJune 30,
            
            
            June 30,2010
            
            
            2009
            
            
            2010
            
            
            2009Balance
      at beginning of period
            
            $
            142,631
            
            
            $
            73,672
            
            
            $
            122,086
            
            
            $
            44,668Property
      transferred in
            
            
            28,928
            
            
            
            44,167
            
            
            
            64,141
            
            
            
            76,259Proceeds
      from sales
            
            
            (14,765
            )
            
            
            (11,021
            )
            
            
            (23,941
            )
            
            
            (13,985
            )Loss
      on sales
            
            
            (1,462
            )
            
            
            (2,643
            )
            
            
            (2,406
            )
            
            
            (2,767
            )Write-downs
            
            
            (7,932
            )
            
            
            (10,230
            )
            
            
            (12,480
            )
            
            
            (10,230
            )Balance
      at end of period
            
            $
            147,400
            
            
            $
            93,945
            
            
            $
            147,400
            
            
            $
            93,945


54




Table 15Number of Months in OREO at June 30,
      2010(dollars
      in thousands)Less
      than three months
            
            $
            23,048Three
      months or more, but less than six months
            
            
            31,198Six
      months or more, but less than nine months
            
            
            28,872Nine
      months or more, but less than twelve months
            
            
            19,004Twelve
      months or more
            
            
            45,278Total
      OREO
            
            $
            147,400





Table 16OREO by property type at June 30,
      2010(dollars
      in thousands)Land
            
            $
            90,866Commercial
            
            
            28,541Residential
            
            
            18,123Other
            
            
            9,870Total
      OREO
            
            $
            147,400





Derivative
Financial Instruments





Derivative
financial instruments used by TSFG may include interest rate swaps, caps,
collars, floors, options, futures and forward contracts. Derivative contracts
are primarily used to hedge identified risks and also to provide risk-management
products to customers. TSFG has derivatives that qualify for hedge accounting,
derivatives that do not qualify for hedge accounting but otherwise achieve
economic hedging goals (“economic hedges”), as well as derivatives that are used
in trading and customer hedging programs. For
purposes of potential valuation adjustments to its derivative assets, TSFG
evaluates the credit risk of its counterparties, including bank customers with
whom TSFG has entered into customer swaps. During the first half of 2010, TSFG
recorded credit losses of $2.2 million on its customer swaps.Deterioration in customers’ credit and in TSFG’s ability
to collect on the derivative assets associated with customer swaps could
negatively impact TSFG’s consolidated financial statements.If TSFG is in a receivable position with respect to our
interest rate swaps with customers, the fair value of the derivative asset
represents additional credit exposure to the customer (without additional
collateral). At June 30, 2010, the total fair value of TSFG’s customer swap
derivative assets was $32.4 million.See Note 9 to the Consolidated Financial
Statements for additional information regarding derivatives.





In the
first half of 2010, certain cash flow hedges with a notional amount of $265.0
million were terminated or de-designated.  The current balance
remaining in OCI related to these hedges is a pre-tax gain of approximately $8.9
million that will be amortized to the statement of operations as the hedged cash
flows impact earnings.





Deposits





Deposits remain TSFG's primary source
of funds. Average customer deposits equaled ­­70.0% of average total
funding in the first half of 2010. TSFG faces strong competition from other
banking and financial services companies in gathering deposits. TSFG also
maintains short and long-term wholesale sources including federal funds,
repurchase agreements, Federal Reserve borrowings, brokered CDs, and FHLB
advances to fund a portion of loan demand and, if appropriate, any increases in
investment securities.





Table 17 shows the breakdown of total
deposits by type of deposit and the respective percentage of total deposits,
while Table 18 shows the breakdown of customer funding by type.


55




Table 17Type of Deposits(dollars
      in thousands)June 30,
            
            
            December 31,2010
            
            
            2009
            
            
            2009Noninterest-bearing
      demand deposits
            
            $
            1,100,373
            
            
            $
            1,099,743
            
            
            $
            1,124,404Interest-bearing
      checking
            
            
            946,163
            
            
            
            1,061,400
            
            
            
            1,060,470Money
      market accounts
            
            
            1,843,472
            
            
            
            1,978,114
            
            
            
            2,072,664Savings
      accounts
            
            
            368,177
            
            
            
            222,044
            
            
            
            322,924Core
      deposits
            
            
            4,258,185
            
            
            
            4,361,301
            
            
            
            4,580,462Time
      deposits under $100,000
            
            
            1,890,874
            
            
            
            1,710,870
            
            
            
            1,632,582Time
      deposits of $100,000 or more
            
            
            1,531,295
            
            
            
            1,260,709
            
            
            
            1,137,067Customer
      deposits (1)
            
            
            7,680,354
            
            
            
            7,332,880
            
            
            
            7,350,111Brokered
      deposits
            
            
            1,748,799
            
            
            
            2,055,772
            
            
            
            1,946,101Total
      deposits
            
            $
            9,429,153
            
            
            $
            9,388,652
            
            
            $
            9,296,212Percentage
      of DepositsNoninterest-bearing
      demand deposits
            
            
            11.7
            %
            
            
            11.7
            %
            
            
            12.1
            %Interest-bearing
      checking
            
            
            10.0
            
            
            
            11.3
            
            
            
            11.4Money
      market accounts
            
            
            19.6
            
            
            
            21.1
            
            
            
            22.3Savings
      accounts
            
            
            3.9
            
            
            
            2.4
            
            
            
            3.5Core
      deposits
            
            
            45.2
            
            
            
            46.5
            
            
            
            49.3Time
      deposits under $100,000
            
            
            20.1
            
            
            
            18.2
            
            
            
            17.6Time
      deposits of $100,000 or more
            
            
            16.2
            
            
            
            13.4
            
            
            
            12.2Customer
      deposits (1)
            
            
            81.5
            
            
            
            78.1
            
            
            
            79.1Brokered
      deposits
            
            
            18.5
            
            
            
            21.9
            
            
            
            20.9Total
      deposits
            
            
            100.0
            %
            
            
            100.0
            %
            
            
            100.0
            %





(1)
            TSFG
      defines customer deposits as total deposits less brokered
      deposits.





Table 18Type of Customer Funding(dollars
      in thousands)June 30,
            
            
            December 31,2010
            
            
            2009
            
            
            2009Customer
      deposits (1)
            
            $
            7,680,354
            
            
            $
            7,332,880
            
            
            $
            7,350,111Customer
      sweep accounts(2)
            
            
            256,478
            
            
            
            330,765
            
            
            
            316,690Customer
      funding
            
            $
            7,936,832
            
            
            $
            7,663,645
            
            
            $
            7,666,801





(1)
            TSFG
      defines customer deposits as total deposits less brokered
      deposits.


(2)
            TSFG
      includes customer sweep accounts in short-term borrowings on its
      consolidated balance sheet.





At June
30, 2010, period-end customer funding increased $270.0 million from December 31,
2009 and $273.2 million from June 30, 2009, due to two time deposit promotions
and the incorporation of a new floating rate time deposit product. Public
deposits totaled approximately $662.1 million at June 30, 2010 compared to
$749.1 million at December 31, 2009, and $664.1 million at June 30,
2009,  and are generally subject to seasonal
fluctuations.





While
reported in short-term borrowings on the consolidated balance sheet, customer
sweep accounts represent excess overnight cash to/from commercial customer
operating accounts and are a source of funding for TSFG. Currently, sweep
balances are generated through two products: 1) collateralized customer
repurchase agreements ($245.4 million at June 30, 2010) and 2) Eurodollar
deposits ($11.1 million at June 30, 2010). These balances are tied directly to
commercial customer checking accounts and generate treasury services noninterest
income.





TSFG has
historically used brokered deposits and other borrowed funds as an alternative
funding source while continuing its efforts to maintain and grow its local
customer funding base. Effective April 30, 2010, Carolina First Bank is




56










Average
customer funding equaled 72.5% of average total funding for the first six months
of 2010 and 67.7% for the first six months of 2009. Period-end customer funding
increased to 73.4% of total funding at June 30, 2010, compared to 71.4% at
December 31, 2009. Although the Company more aggressively priced time deposits
in first quarter 2010 to build excess liquidity to address whether the TAGP
would be extended and to extend maturities of funding, TSFG expects to continue
its focus on lowering its funding costs by trying to improve the customer
funding level, mix, and rate paid. TSFG attempts to enhance its deposit mix by
working to attract lower-cost transaction accounts through actions such as new
transaction account opening goals, new checking products, and creating incentive
plans to place a greater emphasis on lower-cost customer deposit growth. Deposit
pricing is very competitive, and we expect this pricing environment to continue
as banks compete for sources of liquidity and funding to replace funding which
may not be available in the current environment. TSFG is subject to certain
limitations under the Consent Order which limit the rates paid on brokered
deposits and a variety of customer deposit products.





In April
2010, the FDIC approved an interim final rule extending the TAGP from June 30,
2010 to December 31, 2010. TSFG elected to continue its participation in the
program, through which all noninterest-bearing transaction accounts and certain
interest-bearing checking accounts are fully guaranteed by the FDIC for the
entire amount in the account (see “Deposit Insurance”). The Dodd-Frank Act,
signed into law July 21, 2010, permanently increases the statutory standard
maximum deposit insurance amount to $250,000.  In addition, the Act
provides, for all insured depository institutions, full deposit insurance
coverage for noninterest-bearing transaction accounts for 2 years starting
December 31, 2010.  TSFG estimates that deposits that are neither
insured nor collateralized would increase from approximately $387 million at
June 30, 2010 to approximately $449 million without the benefit of the TAGP, but
incorporating benefits of the Dodd-Frank Act.





Table 19Maturity Distribution of and Rates on Time
      Deposits(dollars
      in thousands)Customer Time Deposits
            
            
            Brokered Deposits
            
            
            TotalBalance
            
            
            AverageRate
            
            
            Balance
            
            
            AverageRate
            
            
            BalanceJuly
      1, 2010 through September 30, 2010
            
            $
            970,860
            
            
            
            2.96
            %
            
            $
            184,560
            
            
            
            1.78
            %
            
            $
            1,155,420October
      1, 2010 through December 31, 2010
            
            
            350,096
            
            
            
            2.23
            
            
            
            234,969
            
            
            
            3.63
            
            
            
            585,065After
      December 31, 2010
            
            
            2,101,213
            
            
            
            2.26
            
            
            
            1,329,270
            
            
            
            2.62
            
            
            
            3,430,483Total
      outstanding
            
            $
            3,422,169
            
            
            
            2.45
            %
            
            $
            1,748,799
            
            
            
            2.67
            %
            
            $
            5,170,968





Borrowed
Funds





Table 20
shows the breakdown of borrowed funds by type.


57




Table
      20Type
      of Borrowed Funds(dollars
      in thousands)June
      30,
            
            
            December 31,2010
            
            
            2009
            
            
            2009Short-Term
      BorrowingsFederal
      funds purchased and repurchase agreements
            
            $
            25
            
            
            $
            25
            
            
            $
            25Customer
      sweep accounts
            
            
            256,478
            
            
            
            330,765
            
            
            
            316,690Treasury,
      tax and loan note
            
            
            6,764
            
            
            
            12,364
            
            
            
            5,987Total
      short-term borrowings
            
            
            263,267
            
            
            
            343,154
            
            
            
            322,702Long-Term
      BorrowingsRepurchase
      agreements
            
            
            125,000
            
            
            
            125,000
            
            
            
            125,000FHLB
      advances, net of discount
            
            
            752,012
            
            
            
            762,188
            
            
            
            752,646Subordinated
      notes
            
            
            206,704
            
            
            
            206,704
            
            
            
            206,704Mandatorily
      redeemable preferred stock of REIT subsidiary
            
            
            31,800
            
            
            
            31,800
            
            
            
            31,800Note
      payable
            
            
            690
            
            
            
            743
            
            
            
            719Total
      long-term borrowings
            
            
            1,116,206
            
            
            
            1,126,435
            
            
            
            1,116,869Total
      borrowings
            
            
            1,379,473
            
            
            
            1,469,589
            
            
            
            1,439,571Less:  Customer
      sweep accounts
            
            
            (256,478
            )
            
            
            (330,765
            )
            
            
            (316,690
            )Add:  Brokered
      deposits (1)
            
            
            1,748,799
            
            
            
            2,055,772
            
            
            
            1,946,101Total
      wholesale borrowings
            
            $
            2,871,794
            
            
            $
            3,194,596
            
            
            $
            3,068,982Wholesale
      borrowings as a % of total assets
            
            
            24.8
            %
            
            
            25.4
            %
            
            
            25.8
            %





(1)TSFG
includes brokered deposits in total deposits on its consolidated balance
sheet.





TSFG uses both short-term and long-term
borrowings to fund net growth of assets in excess of deposit growth. In the
first six months of 2010, average borrowings totaled $1.4 billion, compared with
$2.2 billion in the first six months of 2009. Period-end wholesale borrowings
decreased $197.2 million since December 31, 2009, primarily due to a decrease in
brokered CDs. During 2009, TSFG began shifting into borrowings with remaining
maturities of more than one year in order to strengthen liquidity.





Capital
and Liquidity





Capital





Based on
capital ratios at June 30, 2010, and under the terms of the Consent Order,
Carolina First Bank is considered “adequately capitalized” under applicable
regulatory definitions.





On May
16, 2010, the Company entered into a definitive agreement with TD providing for
the merger of The South Financial Group with a wholly-owned subsidiary of TD.
Completion of the merger requires, among other things, the approval of The South
Financial Group’s shareholders and customary regulatory approvals. See Item 1,
Note 13, Definitive Agreement, for additional information regarding the proposed
transaction. There can be no assurance that the merger will be consummated or,
if consummated, when the merger will occur.





If the
merger is not consummated and if TSFG is otherwise unable to raise capital, due
to existing regulatory restrictions on cash payments between Carolina First Bank
and TSFG, TSFG may be unable to discharge its liabilities in the normal course
of business. There can be no assurance that TSFG will be successful in any
efforts to raise capital during 2010. The pursuit of strategic transaction
alternatives may also involve significant expenses and management time and
attention.





Shareholders'
equity totaled $616.8 million, or 5.3% of total assets, at June 30, 2010
compared with $993.2 million, or 8.3% of total assets, at December 31, 2009.
Shareholders’ equity decreased primarily due to the net losses in the first six
months of 2010. Tangible common equity to tangible assets decreased to 2.33% at
June 30, 2010, compared to 3.67% at December 31, 2009. During the first six
months of 2010, TSFG contributed $30 million to its subsidiary bank as a capital
contribution.





TSFG’s
unrealized gain on securities available for sale and cash flow hedges, net of
tax, which is included in accumulated other comprehensive income, increased to
$43.6 million at June 30, 2010, compared with $30.9 million at




58










Common
book value per common share at June 30, 2010 and December 31, 2009 was $1.31 and
$3.05, respectively. The decrease in common book value per common share was
primarily due to the net loss during the period. Common tangible book value per
common share at June 30, 2010 and December 31, 2009 was $1.25 and $1.98,
respectively. Tangible book value was below book value as a result of
intangibles associated with acquisitions of entities and assets accounted for as
purchases. However, the difference declined at the end of the second quarter due
to the write off of the remaining goodwill. At June 30, 2010, intangible assets
totaled $13.7 million and will continue to be amortized.





TSFG is
subject to the risk-based capital guidelines administered by bank regulatory
agencies. The guidelines are designed to make regulatory capital requirements
more sensitive to differences in risk profiles among banks and bank holding
companies, to account for off-balance sheet exposure and to minimize
disincentives for holding liquid assets. Under these guidelines, assets and
certain off-balance sheet items are assigned to broad risk categories, each with
appropriate weights. The resulting capital ratios represent capital as a
percentage of total risk-weighted assets and certain off-balance sheet items.
Table 21 sets forth various capital ratios for TSFG and Carolina First
Bank.





Table
      21Capital
      RatiosJune 30, 2010
            
            
            To
      Be Well Capitalized Under Prompt Corrective Action Provisions(1)
            
            
            To
      Be Adequately Capitalized Under Prompt Corrective Action Provisions(1)TSFGTotal
      risk-based capital
            
            
            8.52
            %
            
            
            n/a
            
            
            
            n/aTier
      1 risk-based capital
            
            
            10.24
            
            
            
            n/a
            
            
            
            n/aLeverage
      ratio
            
            
            6.11
            
            
            
            n/a
            
            
            
            n/aCarolina
      First Bank (2)Total
      risk-based capital
            
            
            8.24
            %
            
            
            10.00
            %
            
            
            8.00
            %Tier
      1 risk-based capital
            
            
            9.85
            
            
            
            6.00
            
            
            
            4.00Leverage
      ratio
            
            
            5.90
            
            
            
            5.00
            
            
            
            4.00




(1)
            The
      ratios presented are the amounts to be well capitalized and adequately
      capitalized under the various regulatory capital requirements administered
      by the federal banking agencies. On April 30, 2010, Carolina First Bank
      became subject to the Consent Order with the FDIC which requires that
      within 120 days of the Consent Order, Carolina First Bank must increase
      its Tier 1 leverage ratio to 8% and its total risk-based capital ratio to
      12%. Regardless of the Bank’s capital ratios, it is unable to be
      classified as “well capitalized” while it is operating under the Consent
      Order.





(2)
            At
      June 30, 2010, Carolina First Bank was considered adequately capitalized
      by regulatory standards and as a result of the Consent
    Order.





At June
30, 2010, trust preferred securities and shares of mandatorily redeemable
preferred stock of a REIT subsidiary (“REIT preferred securities”) included in
tier 1 capital totaled $200.5 million and $26.3 million, respectively. Under
current regulatory guidelines and subject to certain limitations, debt
associated with trust and REIT preferred securities qualifies for tier 1 capital
treatment for TSFG, although the allowable amounts can change as equity declines
below certain levels. While a complete review of all the rules is beyond the
scope of this document, it is important to be aware of certain limits that have
begun to impact the Company’s ratios. The limitation regarding the inclusion of
trust and REIT preferred securities in capital calculations impacts only the
ratios calculated at the consolidated level and, accordingly, is not applicable
to the Carolina First Bank ratios. (The trust preferred securities are not
included in Carolina First Bank’s tier 1 capital since the related subordinated
notes were issued by the parent company.) Regulatory rules allow trust and REIT
preferred securities to be included in tier 1 capital up to 25.0% of the sum of
selected tier 1 capital elements, including the trust and REIT preferred
securities. At June 30, 2010, trust and REIT preferred securities accounted for
31.0% of TSFG’s tier 1 capital. Consequently, $35.8 million of trust and REIT
preferred securities were excluded from tier 1 capital (there is no limitation
on the amount included in total risk based capital). Effective March 31, 2011,
the 25.0% limitation will become more restrictive and could cause the Company’s
tier 1 capital ratios to be negatively impacted.


59


Carolina
First Bank is subject to certain regulatory restrictions on the amount of
dividends it is permitted to pay. During 2009, TSFG suspended its common
dividend. Future TSFG common dividends will depend upon a number of factors,
including payment of the preferred stock dividends (including trust preferred
and REIT preferred dividends), financial performance, capital requirements and
assessment of capital needs. In first quarter 2010, TSFG suspended dividends on
all remaining outstanding equity and capital instruments. Based on the Consent
Order and the Fed Agreement, currently neither TSFG nor Carolina First Bank, nor
any of their respective subsidiaries (including, but not limited to, the real
estate investment trust subsidiary) are permitted to pay dividends on capital
securities.





Liquidity





Liquidity management ensures that
adequate funds are available to meet deposit withdrawals, fund loan and capital
expenditure commitments, maintain reserve requirements, pay operating expenses,
provide funds for debt service, manage operations on an ongoing basis, and
capitalize on new business opportunities.





Liquidity
is managed at two levels. The first is the liquidity of the parent company,
which is the holding company that owns Carolina First Bank, the banking
subsidiary. The second is the liquidity of the banking subsidiary. The
management of liquidity at both levels is essential because the parent company
and banking subsidiary each have different funding needs and sources, and each
are subject to certain regulatory guidelines and requirements. In addition,
Carolina First Bank is subject to limitations on the amount of funds that may be
transferred to the parent company. At June 30, 2010, Carolina First Bank could
not pay any dividend to the parent company.





Through
the Asset Liability Committee (“ALCO”), Corporate Treasury is responsible for
planning and executing the funding activities and strategy. TSFG’s liquidity
policy strives to ensure a diverse funding base, with limits established by
wholesale funding source as well as aggregate wholesale funding levels. Daily
and short-term liquidity needs are principally met with deposits from customers,
payments on loans, maturities and paydowns of investment securities, and excess
cash balances. TSFG is focusing additional efforts at acquiring new deposits
from its customer base through its established branch network to enhance
liquidity and reduce reliance on wholesale borrowing.





As noted
in Table 22 which follows, TSFG has $1.7 billion of time deposits maturing over
the remainder of 2010, with maturities of customer and brokered CDs accounting
for $1.3 billion and $0.4 million, respectively. TSFG expects to replace
maturing customer CDs through ongoing efforts to grow customer deposits and
various deposit campaigns. TSFG’s ability to replace maturing customer CDs and
grow customer funding could be limited due to the deposit rate restrictions
imposed by the Consent Order. Additionally, the Company cannot replace maturing
brokered CDs without the prior approval of the FDIC. TSFG expects to absorb
brokered CD maturities and any declines in customer funding through liquidity
reserves, comprised of surplus cash or unpledged securities, which totaled $1.9
billion as of June 30th.





Longer
term funding needs have typically been met through a variety of wholesale
sources, which have a broader range of maturities than customer deposits and add
flexibility in liquidity planning and management. These wholesale sources
include advances from the FHLB with longer maturities, brokered CDs, and
instruments that qualify as regulatory capital, including trust preferred
securities and subordinated debt. During 2009, TSFG shifted into borrowings with
remaining maturities of more than one year in order to strengthen liquidity.
Continued access to FHLB advances could be significantly diminished or
eliminated based on regulatory restrictions, our financial condition, and/or our
performance.





Under
normal business conditions, the sources above are adequate to meet both the
short-term and long-term funding needs of the Company; however, TSFG’s
contingency funding plan establishes early warning triggers to alert management
to potential negative liquidity trends. The plan provides a framework to manage
through various scenarios – including identification of alternative actions and
an executive management team to navigate through a crisis. Limits ensure that
liquidity is sufficient to manage through crises of various degrees of severity,
triggered by TSFG-specific events, such as regulatory actions, significant
adverse changes to earnings, credit quality or credit ratings, or general
industry or market events, such as market instability or adverse changes in the
economy. Deposit balances which are not covered by FDIC insurance total
approximately $764 million currently, and would increase to approximately $1.1
billion without the benefit of the FDIC’s TAGP, currently scheduled to expire at
December 31, 2010. A significant portion of uninsured deposits are public fund
deposits which are collateralized by investment securities. Loss of
collateralized deposits in a liquidity crisis would be essentially
liquidity-neutral to the extent released collateral could be sold or used to
secure replacement wholesale funding.  Thus, the primary
deposit-related liquidity risk relates to balances which are neither insured nor
collateralized, which total approximately $387 million currently, and would
increase to approximately $449 million without the benefit of the TAGP, but
incorporating the benefits of the Dodd-Frank Act. Public deposits which are




60










If the TD
merger is not consummated, there is no assurance that TSFG will be able to
obtain new borrowings or issue additional equity on terms that are satisfactory.
As a result, TSFG is currently maintaining a cash position in excess of normal
levels. TSFG is also evaluating additional capital and cash management
strategies including the potential sale of selected assets. While liquidity is
an ongoing challenge for all financial institutions, management believes that
TSFG’s liquidity reserves and efforts to grow core deposits are sufficient to
provide the necessary funding for the remainder of 2010.





In
managing its liquidity needs, TSFG focuses on its existing assets and
liabilities, as well as its ability to enter into additional borrowings, and on
the manner in which they combine to provide adequate liquidity to meet our
needs. Table 22 summarizes future contractual obligations based on maturity
dates as of June 30, 2010. Table 22 does not include payments which may be
required under employment and deferred compensation agreements. In addition,
Table 22 does not include payments required for interest and income taxes (see
Item 1, Consolidated Statements of Cash Flows for details on interest and income
taxes paid for the six months ended June 30, 2010).





Table 22Contractual Obligations(dollars
      in thousands)Payments Due by PeriodTotal
            
            
            Remainder
      of2010
            
            
            2011
      and2012
            
            
            2013
      and2014
            
            
            After2014Customer
      time deposits
            
            $
            3,422,169
            
            
            $
            1,320,956
            
            
            $
            2,022,702
            
            
            $
            41,056
            
            
            $
            37,455Brokered
      deposits
            
            
            1,748,799
            
            
            
            419,529
            
            
            
            1,228,437
            
            
            
            67,065
            
            
            
            33,768Total
      time deposits
            
            
            5,170,968
            
            
            
            1,740,485
            
            
            
            3,251,139
            
            
            
            108,121
            
            
            
            71,223Short-term
      borrowings
            
            
            263,267
            
            
            
            263,267
            
            
            
            -
            
            
            
            -
            
            
            
            -Long-term
      debt - parent company
            
            
            206,704
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            206,704Long-term
      debt - Carolina First Bank
            
            
            910,807
            
            
            
            90
            
            
            
            681,416
            
            
            
            200,267
            
            
            
            29,034Total
      long-term debt
            
            
            1,117,511
            
            
            
            90
            
            
            
            681,416
            
            
            
            200,267
            
            
            
            235,738Operating
      leases
            
            
            166,809
            
            
            
            8,539
            
            
            
            34,180
            
            
            
            29,666
            
            
            
            94,424Total
      contractual obligations
            
            $
            6,718,555
            
            
            $
            2,012,381
            
            
            $
            3,966,735
            
            
            $
            338,054
            
            
            $
            401,385





TSFG
enters into agreements in the normal course of business to extend credit to meet
the financial needs of its customers. For amounts and types of such agreements
at June 30, 2010, see “Off-Balance Sheet Arrangements.” Increased demand for
funds under these agreements would reduce TSFG’s available liquidity and could
require additional sources of liquidity.





Results
of Operations





Net
Interest Income





Net
interest income is TSFG’s primary source of revenue. Net interest income is the
difference between the interest earned on assets, including loan fees and
dividends on investment securities, and the interest incurred for the
liabilities to support such assets. The net interest margin measures how
effectively a company manages the difference between the yield on earning assets
and the rate incurred on funds used to support those assets. Fully
tax-equivalent net interest income adjusts the yield for assets earning
tax-exempt income to a comparable yield on a taxable basis based on a 35%
marginal federal income tax rate. Table 23 presents average balance sheets and a
net interest income analysis on a tax-equivalent basis for the three and six
months ended June 30, 2010 and 2009.


61




Table 23Comparative Average Balances - Yields and
      Costs(dollars
      in thousands)Three Months Ended June 30,2010
            
            
            2009Average
            
            
            Income/
            
            
            Yield/
            
            
            Average
            
            
            Income/
            
            
            Yield/Assets
            
            Balance
            
            
            Expense
            
            
            Rate
            
            
            Balance
            
            
            Expense
            
            
            RateEarning
      assetsCommercial
      loans
            
            $
            6,413,941
            
            
            $
            73,178
            
            
            
            4.58
            %
            
            $
            7,900,570
            
            
            $
            83,970
            
            
            
            4.26
            %Consumer
      loans
            
            
            1,276,308
            
            
            
            14,723
            
            
            
            4.63
            
            
            
            1,443,823
            
            
            
            17,282
            
            
            
            4.80Indirect
      loans
            
            
            190,716
            
            
            
            3,610
            
            
            
            7.59
            
            
            
            530,875
            
            
            
            9,544
            
            
            
            7.21Risk
      management derivatives tied to loans
            
            
            -
            
            
            
            3,685
            
            
            
            
            
            
            
            -
            
            
            
            11,027Total
      loans (1)
            
            
            7,880,965
            
            
            
            95,196
            
            
            
            4.84
            
            
            
            9,875,268
            
            
            
            121,823
            
            
            
            4.95Investment
      securities, taxable (2)
            
            
            2,272,036
            
            
            
            17,468
            
            
            
            3.08
            
            
            
            1,680,893
            
            
            
            18,140
            
            
            
            4.32Investment
      securities, nontaxable (2)
      (3)
            
            
            12,559
            
            
            
            170
            
            
            
            5.41
            
            
            
            246,001
            
            
            
            3,188
            
            
            
            5.18Total
      investment securities
            
            
            2,284,595
            
            
            
            17,638
            
            
            
            3.09
            
            
            
            1,926,894
            
            
            
            21,328
            
            
            
            4.43Federal
      funds sold and interest-bearing bank balances (4)
            
            
            782,113
            
            
            
            489
            
            
            
            0.25
            
            
            
            73,170
            
            
            
            -
            
            
            
            -Total
      earning assets
            
            
            10,947,673
            
            
            $
            113,323
            
            
            
            4.15
            
            
            
            11,875,332
            
            
            $
            143,151
            
            
            
            4.83Non-earning
      assets
            
            
            1,051,857
            
            
            
            
            
            
            
            
            
            
            
            1,210,224Total
      assets
            
            $
            11,999,530
            
            
            
            
            
            
            
            
            
            
            $
            13,085,556Liabilities
      and Shareholders' EquityLiabilitiesInterest-bearing
      liabilitiesInterest-bearing
      depositsInterest-bearing
      checking
            
            $
            988,381
            
            
            $
            605
            
            
            
            0.25
            
            
            $
            1,036,339
            
            
            $
            724
            
            
            
            0.28Savings
            
            
            370,986
            
            
            
            670
            
            
            
            0.72
            
            
            
            208,856
            
            
            
            472
            
            
            
            0.91Money
      market
            
            
            1,871,664
            
            
            
            4,027
            
            
            
            0.86
            
            
            
            1,924,037
            
            
            
            6,726
            
            
            
            1.40Time
      deposits, excluding brokered deposits
            
            
            3,364,889
            
            
            
            20,925
            
            
            
            2.49
            
            
            
            3,067,471
            
            
            
            26,581
            
            
            
            3.48Brokered
      deposits
            
            
            1,860,820
            
            
            
            11,819
            
            
            
            2.55
            
            
            
            1,954,201
            
            
            
            15,038
            
            
            
            3.09Total
      interest-bearing deposits
            
            
            8,456,740
            
            
            
            38,046
            
            
            
            1.80
            
            
            
            8,190,904
            
            
            
            49,541
            
            
            
            2.43Customer
      sweep accounts
            
            
            248,938
            
            
            
            206
            
            
            
            0.33
            
            
            
            362,342
            
            
            
            245
            
            
            
            0.27Other
      borrowings
            
            
            1,124,888
            
            
            
            5,543
            
            
            
            1.98
            
            
            
            1,682,118
            
            
            
            6,319
            
            
            
            1.51Total
      interest-bearing liabilities
            
            
            9,830,566
            
            
            
            43,795
            
            
            
            1.79
            
            
            
            10,235,364
            
            
            
            56,105
            
            
            
            2.20Noninterest-bearing
      liabilitiesNoninterest-bearing
      deposits
            
            
            1,111,239
            
            
            
            
            
            
            
            
            
            
            
            1,074,739Other
      noninterest-bearing liabilities
            
            
            163,920
            
            
            
            
            
            
            
            
            
            
            
            235,432Total
      liabilities
            
            
            11,105,725
            
            
            
            
            
            
            
            
            
            
            
            11,545,535Shareholders'
      equity
            
            
            893,805
            
            
            
            
            
            
            
            
            
            
            
            1,540,021Total
      liabilities and shareholders' equity
            
            $
            11,999,530
            
            
            
            
            
            
            
            
            
            
            $
            13,085,556Net
      interest income (tax-equivalent)
            
            
            
            
            
            $
            69,528
            
            
            
            2.55
            %
            
            
            
            
            
            $
            87,046
            
            
            
            2.94
            %Less:
      tax-equivalent adjustment (3)
            
            
            
            
            
            
            60
            
            
            
            
            
            
            
            
            
            
            
            1,116Net
      interest income
            
            
            
            
            
            $
            69,468
            
            
            
            
            
            
            
            
            
            
            $
            85,930Supplemental
      data:Customer
      funding(5)
            
            $
            7,956,097
            
            
            $
            26,433
            
            
            
            1.33
            %
            
            $
            7,673,784
            
            
            $
            34,748
            
            
            
            1.82
            %Wholesale
      borrowings(6)
            
            
            2,985,708
            
            
            
            17,362
            
            
            
            2.33
            
            
            
            3,636,319
            
            
            
            21,357
            
            
            
            2.36Total
      funding(7)
            
            $
            10,941,805
            
            
            $
            43,795
            
            
            
            1.61
            %
            
            $
            11,310,103
            
            
            $
            56,105
            
            
            
            1.99
            %





(1)
            Nonaccrual
      loans are included in average balances for yield
    computations.


(2)
            The
      average balances for investment securities exclude the unrealized
      gain/loss recorded for available for sale
  securities.


(3)
            The
      tax-equivalent adjustment to net interest income adjusts the yield for
      assets earning tax-exempt income to a comparable yield on a taxable
      basis.


(4)
            Prior
      to first quarter 2010, interest-bearing balances held at the Federal
      Reserve were included in non-earning assets, and the related interest
      income was utilized  to offset certain Federal Reserve account
      charges. Beginning first quarter 2010, these cash balances were included
      in interest-bearing bank balances, with amounts from prior periods
      reclassified to conform to the current presentation. The related amounts
      of interest income are prospectively included in net interest income
      beginning in first quarter 2010.


(5)
            Customer
      funding includes total deposits (total interest-bearing plus
      noninterest-bearing deposits) less brokered deposits plus customer sweep
      accounts.


(6)
            Wholesale
      borrowings include borrowings less customer sweep accounts plus brokered
      deposits.  For purposes of this table, wholesale borrowings
      equal the sum of other borrowings and brokered deposits, as customer sweep
      accounts are presented separately.


(7)
            Total
      funding includes customer funding and wholesale
  borrowings.


Note:  Average
balances are derived from daily balances.




62


Table 23 (continued)Comparative Average Balances - Yields and
      Costs(dollars
      in thousands)Six Months Ended June 30,2010
              
              
              2009Average
              
              
              Income/
              
              
              Yield/
              
              
              Average
              
              
              Income/
              
              
              Yield/Assets
              
              Balance
              
              
              Expense
              
              
              Rate
              
              
              Balance
              
              
              Expense
              
              
              RateEarning
      assetsCommercial
      loans
              
              $
              6,572,811
              
              
              $
              148,197
              
              
              
              4.55
              %
              
              $
              7,993,050
              
              
              $
              167,764
              
              
              
              4.23
              %Consumer
      loans
              
              
              1,288,143
              
              
              
              29,609
              
              
              
              4.64
              
              
              
              1,468,903
              
              
              
              34,848
              
              
              
              4.78Indirect
      loans
              
              
              203,588
              
              
              
              7,684
              
              
              
              7.61
              
              
              
              569,000
              
              
              
              20,389
              
              
              
              7.23Risk
      management derivatives tied to loans
              
              
              -
              
              
              
              8,566
              
              
              
              
              
              
              
              -
              
              
              
              22,941Total
      loans (1)
              
              
              8,064,542
              
              
              
              194,056
              
              
              
              4.85
              
              
              
              10,030,953
              
              
              
              245,942
              
              
              
              4.94Investment
      securities, taxable (2)
              
              
              2,185,685
              
              
              
              34,954
              
              
              
              3.20
              
              
              
              1,767,043
              
              
              
              38,688
              
              
              
              4.38Investment
      securities, nontaxable (2)
      (3)
              
              
              20,483
              
              
              
              527
              
              
              
              5.15
              
              
              
              256,243
              
              
              
              6,625
              
              
              
              5.17Total
      investment securities
              
              
              2,206,168
              
              
              
              35,481
              
              
              
              3.22
              
              
              
              2,023,286
              
              
              
              45,313
              
              
              
              4.48Federal
      funds sold and interest-bearing bank balances (4)
              
              
              617,349
              
              
              
              773
              
              
              
              0.25
              
              
              
              98,640
              
              
              
              1
              
              
              
              -Total
      earning assets
              
              
              10,888,059
              
              
              $
              230,310
              
              
              
              4.26
              
              
              
              12,152,879
              
              
              $
              291,256
              
              
              
              4.83Non-earning
      assets
              
              
              1,074,385
              
              
              
              
              
              
              
              
              
              
              
              1,166,663Total
      assets
              
              $
              11,962,444
              
              
              
              
              
              
              
              
              
              
              $
              13,319,542Liabilities
      and Shareholders' EquityLiabilitiesInterest-bearing
      liabilitiesInterest-bearing
      depositsInterest-bearing
      checking
              
              $
              1,024,776
              
              
              $
              1,303
              
              
              
              0.26
              
              
              $
              1,083,635
              
              
              $
              1,589
              
              
              
              0.30Savings
              
              
              358,238
              
              
              
              1,515
              
              
              
              0.85
              
              
              
              202,948
              
              
              
              1,001
              
              
              
              0.99Money
      market
              
              
              1,963,486
              
              
              
              9,492
              
              
              
              0.97
              
              
              
              1,919,010
              
              
              
              14,505
              
              
              
              1.52Time
      deposits, excluding brokered deposits
              
              
              3,156,700
              
              
              
              39,482
              
              
              
              2.52
              
              
              
              3,133,084
              
              
              
              55,448
              
              
              
              3.57Brokered
      deposits
              
              
              1,861,832
              
              
              
              23,938
              
              
              
              2.59
              
              
              
              1,930,136
              
              
              
              31,841
              
              
              
              3.33Total
      interest-bearing deposits
              
              
              8,365,032
              
              
              
              75,730
              
              
              
              1.83
              
              
              
              8,268,813
              
              
              
              104,384
              
              
              
              2.55Customer
      sweep accounts
              
              
              266,620
              
              
              
              431
              
              
              
              0.33
              
              
              
              408,803
              
              
              
              543
              
              
              
              0.27Other
      borrowings
              
              
              1,125,694
              
              
              
              10,971
              
              
              
              1.97
              
              
              
              1,790,344
              
              
              
              13,062
              
              
              
              1.47Total
      interest-bearing liabilities
              
              
              9,757,346
              
              
              
              87,132
              
              
              
              1.80
              
              
              
              10,467,960
              
              
              
              117,989
              
              
              
              2.27Noninterest-bearing
      liabilitiesNoninterest-bearing
      deposits
              
              
              1,099,749
              
              
              
              
              
              
              
              
              
              
              
              1,048,217Other
      noninterest-bearing liabilities
              
              
              168,937
              
              
              
              
              
              
              
              
              
              
              
              233,099Total
      liabilities
              
              
              11,026,032
              
              
              
              
              
              
              
              
              
              
              
              11,749,276Shareholders'
      equity
              
              
              936,412
              
              
              
              
              
              
              
              
              
              
              
              1,570,266Total
      liabilities and shareholders' equity
              
              $
              11,962,444
              
              
              
              
              
              
              
              
              
              
              $
              13,319,542Net
      interest income (tax-equivalent)
              
              
              
              
              
              $
              143,178
              
              
              
              2.65
              %
              
              
              
              
              
              $
              173,267
              
              
              
              2.87
              %Less:
      tax-equivalent adjustment (3)
              
              
              
              
              
              
              185
              
              
              
              
              
              
              
              
              
              
              
              2,319Net
      interest income
              
              
              
              
              
              $
              142,993
              
              
              
              
              
              
              
              
              
              
              $
              170,948Supplemental
      data:Customer
      funding(5)
              
              $
              7,869,569
              
              
              $
              52,223
              
              
              
              1.34
              %
              
              $
              7,795,697
              
              
              $
              73,086
              
              
              
              1.89
              %Wholesale
      borrowings(6)
              
              
              2,987,526
              
              
              
              34,909
              
              
              
              2.36
              
              
              
              3,720,480
              
              
              
              44,903
              
              
              
              2.43Total
      funding(7)
              
              $
              10,857,095
              
              
              $
              87,132
              
              
              
              1.62
              %
              
              $
              11,516,177
              
              
              $
              117,989
              
              
              
              2.07
              %
 
 (1)
              Nonaccrual
      loans are included in average balances for yield
    computations.
 (2)
              The
      average balances for investment securities exclude the unrealized
      gain/loss recorded for available for sale
  securities.
 (3)
              The
      tax-equivalent adjustment to net interest income adjusts the yield for
      assets earning tax-exempt income to a comparable yield on a taxable
      basis.
 (4)
              Prior
      to first quarter 2010, interest-bearing balances held at the Federal
      Reserve were included in non-earning assets, and the related interest
      income was utilized  to offset certain Federal Reserve account
      charges. Beginning first quarter 2010, these cash balances were included
      in interest-bearing bank balances, with amounts from prior periods
      reclassified to conform to the current presentation. The related amounts
      of interest income are prospectively included in net interest income
      beginning in first quarter 2010.
 (5)
              Customer
      funding includes total deposits (total interest-bearing plus
      noninterest-bearing deposits) less brokered deposits plus customer sweep
      accounts.
 (6)
              Wholesale
      borrowings include borrowings less customer sweep accounts plus brokered
      deposits.  For purposes of this table, wholesale borrowings
      equal the sum of other borrowings and brokered deposits, as customer sweep
      accounts are presented separately.
 (7)
              Total
      funding includes customer funding and wholesale
  borrowings.
 Note:  Average
      balances are derived from daily
balances.




63


Fully
tax-equivalent net interest income decreased to $143.2 million for the first six
months of 2010 from $173.3 million for the first six months of 2009 due to
continued contraction in loan balances, increased liquidity, and maturing
balance sheet hedges, partially offset by lower funding costs. The
tax-equivalent net interest margin for the first six months of 2010 decreased to
2.65%, down 22 basis points from 2.87% for the same period in 2009. The margin
decline was primarily driven by TSFG’s ongoing liquidity positioning, which
reduced the net interest margin by approximately 25 basis points, as well as the
impact of $855 million of balance sheet management hedges that matured in fourth
quarter 2009, reducing net interest income by $3.2 million and the net interest
margin by approximately 12 basis points.  These decreases were
partially offset by lower funding costs, which improved the net interest
margin.





Comparing
second quarter 2010 to second quarter 2009, fully tax-equivalent net interest
income decreased to $69.5 million for second quarter 2010 from $87.0 million for
second quarter 2009. The tax-equivalent net interest margin for second quarter
2010 decreased to 2.55%, down 39 basis points from 2.94% for second quarter
2009, primarily due to an increased level of excess cash maintained as a
liquidity management measure and maturing balance sheet hedges, partially offset
by downward pricing of deposits, particularly time deposits.





TSFG’s
average earning assets were $10.9 billion for the first six months of 2010
compared to $12.2 billion for the first six months of 2009. Average loans as a
percentage of average earning assets were 74.1% for the first six months of 2010
compared to 82.5% for the first six months of 2009. At June 30, 2010,
approximately 54% of TSFG’s accruing loans were variable rate loans, the
majority of which are tied to the prime rate. At June 30, 2010, loans with
floating rates, primarily limited to prime or LIBOR, included loans with floors
totaling $1.3 billion with an average floor of 5.16%. The Company uses certain
interest rate swaps to hedge the cash flows of certain pools of variable rate
loans tied to prime or LIBOR. Certain of these swaps with a notional amount of
$265.0 million were terminated or de-designated in the first half of
2010.  The current balance left in OCI relating to these hedges is a
pre-tax gain of approximately $8.9 million that will be amortized to the
statement of operations as the hedged cash flows impact earnings.





Liquidity
initiatives have had and are expected to continue to have a negative impact on
the net interest margin due to the effect of low-yielding interest-bearing bank
balances being included in average earning assets and the higher costs of
longer-term funding exceeding the return on short-term assets. In addition, net
interest income and the net interest margin have been negatively impacted by
elevated levels of nonperforming assets and the reversal of accrued interest
income as loans have been moved to nonaccrual status. In the first six months of
2010, liquidity initiatives had an approximate adverse impact of 25 basis points
on the net interest margin, while credit had an approximate adverse impact of 33
basis points.





As stated
previously in the section captioned “Recent Legislation Impacting the Financial
Services Industry,” effective one year after the date of enactment, the
Dodd-Frank Act repeals the federal prohibitions on the payment of interest on
demand deposits, thereby permitting depository institutions to pay interest on
business transaction and other accounts beginning July 21, 2011. Although
the ultimate impact of this legislation on TSFG has not yet been determined, the
Company expects interest costs associated with demand deposits to increase.





Provision
for Credit Losses





The provision for credit losses is
recorded in amounts sufficient to bring the allowance for loan losses and the
reserve for unfunded lending commitments to a level deemed appropriate by
management. Management determines this amount based upon many factors, including
its assessment of loan portfolio quality, loan growth, changes in loan portfolio
composition, net loan charge-off levels, and expected economic conditions. The
provision for credit losses was $209.0 million for the first six months of 2010,
compared to $274.0 million for the first six months of 2009. The lower provision
largely reflected a decrease in the rate of migration of loans into higher risk
categories.





Net loan charge-offs were $181.5
million, or 4.55% (annualized) of average loans held for investment, for the
first six months of  2010, compared with $229.7 million, or 4.63%
(annualized), for the first six months of 2009. The allowance for credit losses
equaled 5.23% of loans held for investment as of June 30, 2010, compared to
4.45% and 3.11%, respectively, as of December 31, 2009 and June 30, 2009.
Management expects the level of charge-offs and provision expense to remain
elevated due to the current credit environment. See “Loans,” “Credit Quality,”
and “Allowance for Loan Losses and Reserve for Unfunded Lending
Commitments.”


64


Noninterest
Income





Table 24 shows the components of
noninterest income.





Table 24Components of Noninterest
      Income(dollars
      in thousands)Three
      Months Ended
            
            
            Six
      Months EndedJune 30,
            
            
            June 30,2010
            
            
            2009
            
            
            2010
            
            
            2009Service
      charges on deposit accounts
            
            $
            9,385
            
            
            $
            9,535
            
            
            $
            18,608
            
            
            $
            18,803Debit
      card income, net
            
            
            2,564
            
            
            
            2,168
            
            
            
            4,780
            
            
            
            4,093Customer
      service fee income
            
            
            1,189
            
            
            
            1,264
            
            
            
            2,315
            
            
            
            2,473Total
      customer fee income
            
            
            13,138
            
            
            
            12,967
            
            
            
            25,703
            
            
            
            25,369Insurance
      income
            
            
            1,584
            
            
            
            1,765
            
            
            
            3,460
            
            
            
            4,222Retail
      investment services, net
            
            
            1,603
            
            
            
            1,646
            
            
            
            3,190
            
            
            
            3,656Trust
      and investment management income
            
            
            1,161
            
            
            
            1,495
            
            
            
            2,263
            
            
            
            2,960Benefits
      administration fees
            
            
            -
            
            
            
            571
            
            
            
            -
            
            
            
            1,213Total
      wealth management income
            
            
            4,348
            
            
            
            5,477
            
            
            
            8,913
            
            
            
            12,051Bank-owned
      life insurance income
            
            
            4,480
            
            
            
            2,560
            
            
            
            6,924
            
            
            
            5,062Mortgage
      banking income
            
            
            1,493
            
            
            
            2,050
            
            
            
            2,782
            
            
            
            3,255Gain
      on certain derivative activities
            
            
            573
            
            
            
            1,085
            
            
            
            632
            
            
            
            2,220Merchant
      processing income, net
            
            
            -
            
            
            
            817
            
            
            
            -
            
            
            
            1,427Gain
      on securities, net
            
            
            10,487
            
            
            
            4,580
            
            
            
            10,098
            
            
            
            1,626Other
            
            
            2,446
            
            
            
            2,736
            
            
            
            3,045
            
            
            
            5,003Total
      noninterest income
            
            $
            36,965
            
            
            $
            32,272
            
            
            $
            58,097
            
            
            $
            56,013





Noninterest
income increased to $58.1 million in the first six months of 2010 from $56.0
million in the first six months of 2009, driven primarily by a $10.1 million net
gain on securities, partially offset by decreases in several other
categories.  Total wealth management income decreased due to the
effects of the economic downturn, resulting in lower asset valuations, and the
sale of two ancillary businesses (retirement plan administrator and financial
planning group) during the third quarter of 2009.  Mortgage banking
income decreased 14.5% in the first six months of 2010 compared to the first six
months of 2009. Mortgage loans originated by TSFG originators totaled $125.7
million and $201.9 million in the first six months of 2010 and 2009,
respectively. Gain on certain derivative activities decreased in the first half
of 2010 partly due to a reduction in both ineffectiveness and acceleration of
gains of cash flow hedges (many of which matured or were terminated in fourth
quarter 2009 and first quarter 2010). Debit card income improved in the first
six months of 2010, as increased transactions led to an increase in this line
item. Bank owned life insurance income increased $1.9 million in the first half
of 2010 compared to the first half of 2009, while merchant processing income was
eliminated with the sale of the merchant line of business in the third quarter
of 2009.





Reductions
in the values of our customer swap portfolio attributable to increased credit
adjustments resulted in a net loss on customer swaps of $880,000 for the first
six months of 2010 (included in other noninterest income), compared to $819,000
of income in the first six months of 2009. For the three months ended June 30,
2010, reductions in the values of our customer swap portfolio resulted in a net
gain of $436,000 compared to $574,000 of income in first quarter 2009. At June
30, 2010, the fair value of swaps in this portfolio which were in an asset
position was $32.4 million, net of a $1.6 million established reserve for credit
losses.




Comparing
second quarter 2010 to first quarter 2010, noninterest income increased to $37.0
million from $21.1 million, primarily due to a $10.5 million net gain on
securities in second quarter 2010, as well as a $2 million increase in bank
owned life insurance income due to the receipt of a death benefit, a $2.0
million decrease in credit valuation adjustments on customer swaps, and higher
customer fee and mortgage income.





NSF fees
are included in service charges on deposit accounts. In November 2009, the
Federal Reserve Board issued a final rule that, effective July 1, 2010,
prohibits financial institutions from charging consumers fees for paying
overdrafts on automated teller machine and one-time debit card transactions,
unless a consumer consents, or opts in, to the overdraft service for those types
of transactions. As a result, this line item may decrease in future
periods.


65


As stated
previously in the section captioned “Recent Legislation Impacting the Financial
Services Industry,” the Dodd-Frank Act amended the EFTA to, among other things,
give the Federal Reserve the authority to establish rules regarding interchange
fees charged for electronic debit transactions by payment card issuers, such as
Carolina First Bank. Because of the uncertainty as to any future rulemaking by
the Federal Reserve, TSFG cannot provide any assurance as to the ultimate impact
of the Dodd-Frank Act on the amount of point of sale income from PIN-based debit
card transactions reported in future periods.





Noninterest
Expenses





Table 25 shows the components of
noninterest expenses.





Table 25Components of Noninterest
      Expenses(dollars
      in thousands)Three
      Months Ended
            
            
            Six
      Months EndedJune 30,
            
            
            June 30,2010
            
            
            2009
            
            
            2010
            
            
            2009Salaries
      and wages, excluding employment contracts and severance
            
            $
            29,085
            
            
            $
            34,739
            
            
            $
            58,921
            
            
            $
            69,930Employment
      contracts and severance
            
            
            -
            
            
            
            829
            
            
            
            878
            
            
            
            829Employee
      benefits
            
            
            6,793
            
            
            
            8,925
            
            
            
            11,305
            
            
            
            17,848Total
      salaries and wages and employee benefits
            
            
            35,878
            
            
            
            44,493
            
            
            
            71,104
            
            
            
            88,607Goodwill
      impairment
            
            
            214,118
            
            
            
            2,511
            
            
            
            214,118
            
            
            
            2,511Occupancy
            
            
            9,771
            
            
            
            9,506
            
            
            
            19,471
            
            
            
            18,942Regulatory
      assessments
            
            
            8,708
            
            
            
            6,479
            
            
            
            15,858
            
            
            
            11,134FDIC
      special assessment
            
            
            -
            
            
            
            5,700
            
            
            
            -
            
            
            
            5,700Loss
      on other real estate owned
            
            
            9,394
            
            
            
            12,873
            
            
            
            14,886
            
            
            
            12,997Furniture
      and equipment
            
            
            6,335
            
            
            
            6,801
            
            
            
            12,941
            
            
            
            13,746Loan
      collection and foreclosed asset expense
            
            
            5,940
            
            
            
            7,247
            
            
            
            10,632
            
            
            
            12,138Loss
      on nonmortgage loans held for sale
            
            
            -
            
            
            
            9,461
            
            
            
            -
            
            
            
            11,299Professional
      services
            
            
            5,295
            
            
            
            4,351
            
            
            
            10,624
            
            
            
            8,858Project
      NOW expense
            
            
            -
            
            
            
            281
            
            
            
            -
            
            
            
            1,579Telecommunications
            
            
            1,563
            
            
            
            1,551
            
            
            
            3,099
            
            
            
            3,077Advertising
      and business development
            
            
            986
            
            
            
            2,109
            
            
            
            2,155
            
            
            
            3,390Amortization
      of intangibles
            
            
            1,008
            
            
            
            1,286
            
            
            
            2,017
            
            
            
            2,577Loss
      on repurchase of auction rate securities
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            676Impairment
      of long lived assets
            
            
            -
            
            
            
            17,376
            
            
            
            -
            
            
            
            17,376Gain
      on early extinguishment of debt
            
            
            -
            
            
            
            (2,991
            )
            
            
            -
            
            
            
            (3,043
            )Other
            
            
            6,457
            
            
            
            7,154
            
            
            
            12,201
            
            
            
            14,865Total
      noninterest expenses
            
            $
            305,453
            
            
            $
            136,188
            
            
            $
            389,106
            
            
            $
            226,429





Noninterest
expenses increased to $389.1 million in the first six months of 2010 from $226.4
million in the first six months of 2009, largely due to the goodwill impairment
charge related to TSFG’s Carolina First Banking segment and insurance
operations. The increase in noninterest expenses related to the goodwill
impairment was partially offset by decreases in salaries and wages (excluding
severance related benefits). During the first half of 2009, noninterest expenses
included impairment charges of $17.4 million primarily on the campus facility,
loss of $11.3 million on nonmortgage loans held for sale, and $5.7 million for
an FDIC special assessment charge.  Salaries and wages and employee
benefits decreased $17.5 million for the first six months of 2010 compared to
the first six months of 2009, as full-time equivalent employees declined to
2,066 at June 30, 2010 from 2,345 at June 30, 2009. In the first six months of
2010, TSFG recorded severance related benefits of $878,000 associated with staff
reduction initiatives implemented during the first half of 2010. Regulatory
assessments, excluding the FDIC special assessment, increased $4.7 million in
the first half of 2010 based in part on TSFG’s participation in the TAGP related
to noninterest-bearing deposit accounts and across-the-board rate increases
designed to replenish the FDIC’s Deposit Insurance Fund. FDIC insurance premiums
are expected to increase based in part on the adoption of a uniform three-basis
point increase to assessment rates effective on January 1, 2011 (see
“Deposit Insurance”). Further actions by regulatory agencies could also cause
our assessments to increase. Loss on OREO increased $1.9 million due primarily
to write-downs on OREO.


66


Comparing
second quarter 2010 to first quarter 2010, noninterest expenses increased to
$305.5 million from $83.7 million, primarily due to the goodwill impairment
charge, write-downs on OREO and higher FDIC insurance premiums. Credit-related
noninterest expenses (which include loan collection and foreclosed asset
expenses, gains or losses on nonmortgage loans held for sale, and losses on
other real estate owned) and FDIC insurance premiums increased $6.7 million over
first quarter, primarily from increases in OREO write-downs, a full quarter of
higher FDIC insurance premiums and increases in loan collection
costs.





Noninterest
expenses can be volatile due to the level of collection efforts on nonperforming
loans, holding costs of foreclosed property, and the timing of write-downs on
foreclosed properties due to declines in value of properties or as updated
information is obtained.





Income
Taxes





Income
tax benefit as a percentage of pretax loss was 1.07% and 1.73%, respectively,
for the three and six months ended June 30, 2010. Income tax expense differed
from the amount computed by applying TSFG’s statutory U.S. federal income tax
rate of 35% to pretax loss for the three and six months ended June 30, 2010
primarily due to the valuation allowance recorded against the net deferred tax
asset. The recorded benefit reflects the impact on the deferred tax valuation
allowance of the increase to accumulated other comprehensive income (“OCI”).
Income tax benefit as a percentage of pretax loss was 39.9% and 40.0%,
respectively, for the three and six months ended June 30, 2009. Income tax
benefit differed from the amount computed by applying TSFG’s statutory U.S.
federal income tax rate of 35% to pretax income for the three and six months
ended June 30, 2009 primarily as a result of permanent tax preference items and
credits. Until the valuation allowance is released, income taxes from operations
will generally reflect tax benefits recognized year-to-date from changes in OCI
and adjustments to tax reserves, if any.





At June
30, 2010, TSFG had federal income tax net operating loss (NOL) carryforwards of
$495 million that will expire in 2029 and 2030. The ability of TSFG to utilize
NOL carryforwards to reduce future federal taxable income and the federal income
tax liability of the Company may be subject to various limitations under Section
382 of the Internal Revenue Code of 1986, as amended. The utilization of such
carryforwards may be limited upon the occurrence of certain events, including
the issuance or exercise of rights to acquire stock, the purchase or sale of
stock by 5% stockholders, as defined in the Treasury regulations, and the
offering of stock by TSFG which results in an aggregate change of more than 50%
in the beneficial ownership of TSFG during any three-year period. If the
transaction with TD Bank (see Note 13) is consummated, the utilization of the
NOL, other tax attributes, and certain unrealized built-in losses could be
limited to approximately $156 million.  For additional information
regarding these potential limitations, refer to TSFG’s Annual Report on Form
10-K for the year ended December 31, 2009, specifically the section captioned
“Critical Accounting Policies and Estimates – Income Taxes” in Item
7.





Enterprise
Risk Management





Pages 68 through 72 of TSFG’s Annual
Report on Form 10-K for the year ended December 31, 2009 provide a discussion of
overall Enterprise Risk Management, Derivatives and Hedging Activities, Economic
Risk, Credit Risk, Liquidity Risk, Operational Risk, and Compliance and
Litigation Risk.





Market
Risk and Asset/Liability Management





There has
been no significant change to the market risk and asset/liability management
methodology as disclosed in TSFG’s 2009 Form 10-K. The interest sensitivity
analysis which follows has been updated for June 30, 2010 numbers.





Interest Sensitivity
Analysis. As discussed on pages 68 and 69 of TSFG’s 2009 Form 10-K, TSFG
uses a simulation model to analyze various interest rate scenarios in order to
monitor interest rate risk. The information presented in Tables 26 and 27 are
not projections, and are presented with static balance sheet positions. This
methodology allows for an analysis of our inherent risk associated with changes
in interest rates. There are some similar assumptions used in both Table 26 and
27. These include, but are not limited to, the following:





·
            a
      static balance sheet for net interest income
  analysis;


·
            as
      assets and liabilities mature or reprice they are reinvested at current
      rates and keep the same characteristics (i.e., remain as either variable
      or fixed rate) for net interest income
analysis;


·
            mortgage-backed
      securities prepayments are based on historical industry data (given the
      current economic and regulatory environment, uncertainty regarding future
      prepayments is heightened);


·
            loan
      prepayments are based upon historical bank-specific analysis and
      historical industry data;


67


·
            deposit
      retention and average lives are based on historical bank-specific
      analysis;


·
            whether
      callable/puttable assets and liabilities are called/put is based on the
      implied forward yield curve for each interest rate scenario;
      and


·
            management
      takes no action to counter any
change.





Table 26 reflects the sensitivity of
net interest income to changes in interest rates. It shows the effect that the
indicated changes in interest rates would have on net interest income over the
next 12 months compared with the base case or flat interest rate scenario. The
base case or flat scenario assumes interest rates stay at June 30, 2010, and
2009 levels, respectively.The overall interest rate
risk position of TSFG reflects continued asset sensitivity, reflecting high
liquidity levels and increases in time deposits. Given the sales of investment
securities and partial reinvestment in short-term agency securities subsequent
to June 30, 2010, the Company expects its asset sensitive position to have
increased substantially. This increase in asset sensitivity reflects the higher
proportion of short-term securities than it held at June 30, 2010.





Table 26Net Interest Income at Risk
      AnalysisInterest Rate Scenario (1)
            
            Annualized
      Hypothetical Percentage Change in
                Net Interest
      Income
                June
      30,2010
            
            
            20092.00  %
            
            
            2.3
            %
            
            
            3.2
            %1.00
            
            
            1.8
            
            
            
            1.6Flat
            
            
            -
            
            
            
            -(1.00)(2)
            
            
            n/a
            
            
            
            n/a(2.00)(2)
            
            
            n/a
            
            
            
            n/a





(1)
            Net
      interest income sensitivity is shown for gradual rate shifts over a 12
      month period.


(2)
            Due
      to the current low rate environment, downward rate shifts were not
      run.





On July 21, 2010, the Dodd-Frank
Act was signed into law (see the section captioned “Recent Legislation Impacting
the Financial Services Industry” included in Item 2. Management’s
Discussion and Analysis of Financial Condition and Results of Operations of this
report). The Dodd-Frank Act repealed the federal prohibitions on the payment of
interest on demand deposits, thereby permitting depository institutions to pay
interest on business transaction and other accounts beginning July 21,
2011. Although the ultimate impact of this legislation on the Company has not
yet been determined, TSFG expects interest costs associated with demand deposits
to increase. Furthermore, TSFG’s balance sheet is expected to become less asset
sensitive.





Table 27
reflects the sensitivity of the economic value of equity (“EVE”) to changes in
interest rates. EVE is a measurement of the inherent, long-term balance
sheet-related economic value of TSFG (defined as the fair value of all assets
minus the fair value of all liabilities and their associated off balance sheet
amounts) at a given point in time. Table 27 shows the effect that the indicated
changes in interest rates would have on the fair value of net assets at June 30,
2010 and 2009, respectively, compared with the base case or flat interest rate
scenario. The base case or flat scenario assumes interest rates stay at June 30,
2010 and 2009 levels, respectively. The change in the percentage change in EVE
at June 30, 2010 compared to June 30, 2009 is due primarily to the increased
liquidity position of TSFG.


68




Table 27Economic Value of Equity Risk
      AnalysisInterest Rate Scenario (1)
            
            
            Annualized
      Hypothetical Dollar Change inEconomic Value of
      Equity
                June
      30,2010
            
            
            20092.00%
            
            
            $
            36,490
            
            
            $
            (80,897
            )1.00
            
            
            
            33,936
            
            
            
            (32,765
            )Flat
            
            
            
            -
            
            
            
            -(1.00)(2)
            
            
            
            n/a
            
            
            
            n/a(2.00)(2)
            
            
            
            n/a
            
            
            
            n/a





(1)
            The
      rising 100 and 200 basis point and falling 100 and 200 basis point
      interest rate scenarios assume an instantaneous and parallel change in
      interest rates along the entire yield
curve.


(2)
            Due
      to the current low rate environment, downward rate shifts were not
      run.





There are material limitations with
TSFG’s models presented in Tables 26 and 27, which include, but are not limited
to, the following:





·
            the
      flat scenarios are base case and are not indicative of historical
      results;


·
            they
      do not project an increase or decrease in net interest income or the fair
      value of net assets, but rather the risk to net interest income and the
      fair value of net assets because of changes in interest
    rates;


·
            they
      present the balance sheet in a static position; however, when assets and
      liabilities mature or reprice, they do not necessarily keep the same
      characteristics (e.g., variable or fixed interest
  rate);


·
            the
      computation of prospective effects of hypothetical interest rate changes
      are based on numerous assumptions and should not be relied upon as
      indicative of actual results; and


·
            the
      computations do not contemplate any additional actions TSFG could
      undertake in response to changes in interest
  rates.





Off-Balance
Sheet Arrangements





In the normal course of operations,
TSFG engages in a variety of financial transactions that, in accordance with
generally accepted accounting principles, are not recorded in the financial
statements, or are recorded in amounts that differ from the notional amounts.
These transactions involve, to varying degrees, elements of credit, interest
rate, and liquidity risk. Such transactions are used by TSFG for general
corporate purposes or for customer needs. Corporate purpose transactions are
used to help manage credit, interest rate, and liquidity risk or to optimize
capital. Customer transactions are used to manage customers' requests for
funding.





Lending Commitments. Lending
commitments include loan commitments, standby letters of credit, unused business
credit card lines, and documentary letters of credit. These instruments are not
recorded in the consolidated balance sheet until funds are advanced under the
commitments. TSFG provides these lending commitments to customers in the normal
course of business. TSFG estimates probable losses related to binding unfunded
lending commitments and records a reserve for unfunded lending commitments in
other liabilities on the consolidated balance sheet. See Note 10 to the
Consolidated Financial Statements for disclosure of the amounts of lending
commitments.





Derivatives. TSFG records
derivatives at fair value, as either assets or liabilities, on the consolidated
balance sheets. Derivative transactions are measured in terms of the notional
amount, but this amount is not recorded on the balance sheets and is not, when
viewed in isolation, a meaningful measure of the risk profile of the instrument.
The notional amount is not exchanged, but is used only as the basis upon which
interest and other payments are calculated.





See
“Derivative Financial Instruments” under “Balance Sheet Review” and Note 9
to the Consolidated Financial Statements for additional information regarding
derivatives.


69


Recently
Adopted/Issued Accounting Pronouncements





See Note
1 – Recently Adopted Accounting Pronouncements and Recently Issued Accounting
Pronouncements in the accompanying Notes to the Consolidated Financial
Statements for details of recently adopted and recently issued accounting
pronouncements and their expected impact on the Company’s Consolidated Financial
Statements.





Item
3. Quantitative and Qualitative
Disclosures about Market Risk





See
“Enterprise Risk Management” in Item 2, Management Discussion and Analysis of
Financial Condition and Results of Operations for quantitative and qualitative
disclosures about market risk, which information is incorporated herein by
reference.





Item
4. Controls and
Procedures





Evaluation of Disclosure Controls and
Procedures





At June
30, 2010, TSFG’s management, under the supervision and with the participation of
its Chief Executive Officer and Chief Financial Officer, evaluated its
disclosure controls and procedures as currently in effect. Based on this
evaluation, TSFG’s management concluded that as of June 30, 2010, TSFG’s
disclosure controls and procedures were effective (1) to provide reasonable
assurance that information required to be disclosed by TSFG in the reports filed
or submitted by it under the Exchange Act was recorded, processed, summarized
and reported within the time periods specified in the SEC’s rules and forms, and
(2) to provide reasonable assurance that information required to be disclosed by
TSFG in such reports was accumulated and communicated to TSFG’s management,
including its Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding required
disclosure.





Changes in Internal Controls over
Financial Reporting





TSFG continually assesses the adequacy
of its internal control over financial reporting and strives to enhance its
controls in response to internal control assessments and internal and external
audit and regulatory recommendations. There were no changes in TSFG’s internal
control over financial reporting identified in connection with its assessment
during the quarter ended June 30, 2010 or through the date of this Quarterly
Report on Form 10-Q that have materially affected, or are reasonably likely
to materially affect, TSFG’s internal control over financial
reporting.


70


PART II.
OTHER INFORMATION





Item
1. Legal
Proceedings





As
previously disclosed, on May 16, 2010, TSFG, TD and a wholly owned subsidiary of
TD entered into the Merger Agreement (providing for the Merger of TSFG with a TD
subsidiary) and a share purchase agreement (the “Share Purchase Agreement”),
pursuant to which TD agreed to purchase 100 newly issued shares of TSFG’s Series
M Preferred Stock (the “Issuance”), which will vote together with TSFG common
stock as a single class and represent 39.9% of the total voting power of holders
of TSFG capital stock entitled to vote, for consideration of 1,000 TD common
shares.





Subsequent
to the entry into the Merger Agreement, two purported class action lawsuits were
filed in the South Carolina Court of Common Pleas (the “Court”) relating to the
transactions contemplated by the Merger Agreement and the Share Purchase
Agreement, each on behalf of a putative class of TSFG stockholders and each
naming TSFG, the TSFG directors, and TD as defendants.  Those actions were
consolidated on June 28, 2010, under the caption In re The South Financial
Group, Inc., CA No. 2010-CP-23-2001 (the “Action”).





The
plaintiffs in the Action generally challenge the proposed Merger and
Issuance.  On July 22, 2010, the defendants entered into a memorandum of
understanding (the “MOU”) with the plaintiffs regarding the settlement of the
Action.  In connection with the settlement contemplated by the MOU, TD
agreed not to engage in any additional purchases of TSFG common stock from July
22, 2010 through the record date for the special meeting of TSFG shareholders to
vote on the Merger.  In addition, TSFG and TD agreed to make certain
additional disclosures relating to the Merger in the registration statement on
Form F-4 to be filed with the Securities Exchange Commission by TD that includes
a preliminary proxy statement for the purposing of soliciting the vote of TSFG
shareholders.





The MOU
contemplates that the parties will enter into a stipulation of settlement. The
stipulation of settlement will be subject to customary conditions, including
Court approval following notice to TSFG’s shareholders. If the settlement is
finally approved by the court, it will resolve and release all claims in all
actions that were or could have been brought challenging any aspect of the
proposed Merger, the Merger Agreement and the transactions contemplated thereby,
and any disclosure made or shareholder vote held in connection therewith,
pursuant to terms that will be disclosed to shareholders prior to final approval
of the settlement.  Upon Court approval, plaintiffs’ attorneys are expected
to apply for an award of attorneys’ fees and expenses. There can be no assurance
that the parties will ultimately enter into a stipulation of settlement or that
the Court will approve the settlement even if the parties were to enter into
such stipulation. In such event, the proposed settlement as contemplated by the
MOU may be terminated.





See Note
10 to the Consolidated Financial Statements for a discussion of legal
proceedings.





Item
1A. Risk
Factors





Except as referenced below,there have been no
material changes to the risk factors previously disclosed under Item 1A (pages
10-19) of TSFG’s Annual Report on Form 10-K for the year ended December 31, 2009
(the “Risk Factors”).





The Risk
Factors should be read in light of the fact that the Consent Order and the Fed
Agreement have been entered into, as discussed above. While the Company cannot
predict the impact of the Consent Order and the Fed Agreement, failure to meet
the obligations set forth in these agreements could have a material adverse
effect (including resulting in a potential receivership with respect to the
Bank) on the Company and its operations. If the
Company is unable to raise the capital required or otherwise comply with the
terms of the Consent Order, further regulatory actions (including actions up to
the implementation of a receivership) could be taken, and its ability to operate
as a going concern could be negatively impacted. Furthermore, because such
consent orders are public, there could be an adverse customer or market reaction
to the announcement of the Consent Order.





The Risk Factors should be read in
light of the fact that the FDIC’s temporary transactional account guarantee
program was extended through December 31, 2010.





The Risk Factor related to credit
ratings should be read in light of the fact that Standard and Poor’s, Moody’s
and DBRS have suspended their ratings of the Company.





The Risk
Factors should be read in light of the fact that the Company has entered into a
definitive agreement with TD providing for the merger of The South Financial
Group and a wholly-owned subsidiary of TD. The definitive agreement was included
as Exhibit 2.1 in TSFG’s Current Report on Form 8-K dated May 20,
2010.


71


In
the event that the acquisition of the Company by TD is not consummated, the
Company would be forced to pursue other strategic alternatives involving a sale
of all or part of the Company and/or a capital raising transaction. It is
uncertain whether the Company would be successful in the pursuit of such
alternatives. Failure to successfully execute sale and/or capital-raising
transactions would likely result in the Company being unable to continue as a
going concern.





On May
16, 2010, the Company entered into a definitive agreement with TD providing for
the merger of TSFG and a wholly-owned subsidiary of TD. Completion of the merger
requires, among other things, the approval of TSFG’s shareholders and customary
regulatory approvals. If these conditions to consummation are not met, and the
merger agreement with TD is terminated (without the merger being consummated),
TSFG would have to pursue other strategic alternatives, including separate or
related transactions involving the sale of all or a part of the Company and/or
capital raising transactions.  If TSFG were forced to pursue such
alternatives, it is uncertain whether such could be done successfully. Such
would depend upon a variety of factors, many of which are completely outside
TSFG’s control. Failure to successfully execute such sale and/or capital-raising
transactions, including transactions which adequately addressed the requirements
of the Consent Order with the FDIC and the Written Agreement with the Federal
Reserve Board, would likely result in the Company being unable to continue as a
going concern. In addition, the failure to execute any subsequent strategic
actions could also induce its banking regulators to take further action
(including the implementation of a receivership), which could effectively
terminate its operations.





Nasdaq may delist
the shares of TSFG common stock upon the issuance of the Series M Preferred
Stock to TD without shareholder approval which may adversely affect the market
price and liquidity of the shares of TSFG’s common stock. If the merger is not
consummated and TSFG is unable to relist its common stock on the Nasdaq Capital
Market, the market price and liquidity of the shares of TSFG common stock may be
further adversely affected.





The Audit
Committee of TSFG’s Board of Directors determined that the issuance of the
Series M Preferred Stock to TD without shareholder approval was necessary
to avoid seriously jeopardizing the financial viability of TSFG, as contemplated
by Nasdaq Rule 5635(f). Following announcement of the merger, however, the
staff of Nasdaq informed TSFG that it has interpreted Rule 5635(f) to not apply
in the specific context of the merger. Because there is no process for appealing
this conclusion other than as part of the delisting appeal process, because the
TD preferred share issuance remains an important requirement under the terms of
the proposed transaction, and because the TSFG board determined that the
issuance is in the best interests of TSFG, its shareholders and other
constituents, TSFG has determined to proceed with the issuance of the
Series M Preferred Stock to TD following the receipt of required regulatory
approvals (and expiration of related waiting periods). Following the issuance,
Nasdaq may initiate delisting proceedings. If Nasdaq initiates such proceedings,
TSFG intends to exercise its right under Nasdaq’s rules to request a hearing on
the matter before the Nasdaq Hearings Panel and will reassert its position that
reliance upon the financial viability exception was appropriate under the
circumstances. TSFG cannot predict the timing or outcome of any such process,
but if shares of TSFG common stock were to be delisted prior to completion of
the merger, the trading price and liquidity levels would likely be negatively
impacted.




If the
shares of TSFG common stock are ultimately delisted from the Nasdaq Capital
Market, there is no guarantee that they will begin trading on the
Over-the-Counter Bulletin Board, the “Pink Sheets” or any other established
market. The delisting of TSFG’s common stock would likely negatively impact the
trading price of TSFG common stock and result in a reduction of the liquidity of
the common stock. Delisting could reduce the ability of holders of TSFG’s common
stock to purchase or sell shares as quickly and as inexpensively as they could
have done in the past. In addition, following any delisting, certain investors
may become obligated by law or contractual mandate to sell their shares of TSFG
common stock, TSFG common stock would not be eligible for margin loans and TSFG
common stock would be subject to Rule 15g-9 of the Exchange
Act.





If the
merger is not consummated, TSFG may not be able to meet the criteria for
relisting its shares of common stock on the Nasdaq Capital Market due to certain
listing requirements. The listing requirements include a minimum bid price of
$4.00 per share and a market value of publicly held shares of at least
$15 million. The inability to relist the shares of TSFG common stock
following any termination of the merger agreement may have further negative
effects on the market price and liquidity of TSFG’s common stock.





Item
2. Unregistered Sales of Equity
Securities and Use of Proceeds





From time
to time, TSFG repurchases shares of our common stock in private transactions and
open-market purchases, as authorized by our Board. The amount and timing of
stock repurchases will be based on factors, including




72










On May
17, 2010, 1,048 shares of Preferred Stock Series 2008D-V were converted into
161,230 common shares and 3,602 shares of Preferred Stock Series 2008D-NV were
converted into 554,153common shares.. This
issuance of common shares was not registered under the Securities Act of 1933 in
reliance upon the exemption set forth in Section 3a(9) thereof.





Item
3. Defaults upon Senior
Securities





During first quarter 2010, TSFG
suspended dividend payments on its preferred stock and all remaining outstanding
equity and capital instruments. (This suspension of dividends does not
constitute a default under the applicable documents governing such instruments.)
As a result, the Company is in arrears in the payment of dividends with respect
to the Series 2008-T Preferred Stock, trust preferred securities, and REIT
preferred securities, all of which are cumulative preferred securities. As of
the date of the filing of this report, the arrearage with respect to the Series 2008-T
Preferred Stock, trust preferred securities, and REIT preferred securities held
by third parties was $8.8 million, $1.6 million, and $1.6 million, respectively,
or $11.9 million in the aggregate.





Item
4. Reserved





Item
5. Other
Information





None.





Item
6. Exhibits





31.1
            Certificate
      of the Principal Executive Officer pursuant to Rule 13a-14a/15(d)-14(a) of
      Securities Exchange Act of 1934, as amended, as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of
2002





31.2
            Certificate
      of the Principal Financial Officer pursuant to Rule 13a-14a/15(d)-14(a) of
      Securities Exchange Act of 1934, as amended, as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of
2002





32.1+
            Certificate
      of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of
2002





32.2+
            Certificate
      of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of
2002





+ This
exhibit shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, or otherwise subject to the liability of that section, and
shall not be deemed to be incorporated by reference into any filing under the
Securities Act of 1933 or the Securities Exchange Act of 1934.





Note for non-filed versions
of this Form 10-Q


The above
exhibits may be found on TSFG’s electronic filing of its June 30, 2010 Quarterly
Report on Form 10-Q with the Securities and Exchange Commission (“SEC”) and is
accessible at no cost on TSFG’s web site, www.thesouthgroup.com,
through the Investor Relations link. TSFG’s SEC filings are also available
through the SEC’s web site at www.sec.gov.


73


SIGNATURES


Pursuant
to the requirements of the Securities Exchange Act of 1934, TSFG has duly caused
this report to be signed on its behalf by the undersigned thereunto duly
authorized.





The
      South Financial Group, Inc.Date:
      August 6, 2010
            /s/ James R. GordonJames
      R. GordonSenior
      Executive Vice President andChief
      Financial Officer(Principal
      Financial Officer)






74