##### Table of Contents

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



---



FORM 10-Q



---



QUARTERLY REPORT UNDER SECTION 13 OR
15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934



FOR THE QUARTERLY PERIOD ENDED June 30, 2005



COMMISSION FILE NUMBER 1-13508



---



THE COLONIAL BANCGROUP, INC.

(Exact name of registrant as specified in its charter)



---



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|DELAWARE                                                       |  | 63-0661573                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



One Commerce Street

Montgomery, Alabama 36104

(Address of principal executive offices)



(334) 240-5000

(Registrants telephone number)



---



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 and (2) has been subject to the filing requirements
for at least the past 90 days.    YES  x    NO ̈



Indicate by check mark whether the registrant is an
accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    YES  x    NO ̈



Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.



|                              |  |                             
|----------------------------- |  | ----------------------------
|Class                         |  | Outstanding at July 31, 2005
|Common Stock, $2.50 Par Value |  | 154,066,106                 



---



---

##### Table of Contents

THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES



THE COLONIAL BANCGROUP, INC.



INDEX



|                              |  |                                                                                                                                                                    |  |           
|----------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------
|                              |  |                                                                                                                                                                    |  | PageNumber
|PART I. FINANCIAL INFORMATION |  |                                                                                                                                                                   
|Item 1.                       |  | Financial Statements (Unaudited)                                                                                                                                   |  | 4         
|                              |  | Condensed Consolidated Statements of ConditionJune 30, 2005 and December 31, 2004                                                                                 |  | 4         
|                              |  | Condensed Consolidated Statements of IncomeSix months ended June 30, 2005 and June 30, 2004, and three months ended June 30, 2005 and June 30, 2004               |  | 5         
|                              |  | Condensed Consolidated Statements of Comprehensive IncomeSix months ended June 30, 2005 and June 30, 2004, and three months ended June 30, 2005 and June 30, 2004 |  | 6         
|                              |  | Condensed Consolidated Statement of Changes in Shareholders EquitySix months ended June 30, 2005                                                                 |  | 7         
|                              |  | Condensed Consolidated Statements of Cash FlowsSix months ended June 30, 2005 and June 30, 2004                                                                   |  | 8         
|                              |  | Notes to the Unaudited Condensed Consolidated Financial StatementsJune 30, 2005                                                                                   |  | 9         
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                                              |  | 23        
|Item 3.                       |  | Quantitative and Qualitative Disclosures About Market Risk                                                                                                         |  | 38        
|Item 4.                       |  | Controls and Procedures                                                                                                                                            |  | 38        
|PART II. OTHER INFORMATION    |  |                                                                                                                                                                   
|Item 1.                       |  | Legal Proceedings                                                                                                                                                  |  | 39        
|Item 2.                       |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                                                        |  | 39        
|Item 3.                       |  | Defaults Upon Senior Securities                                                                                                                                    |  | 39        
|Item 4.                       |  | Submission of Matters to a Vote of Security Holders                                                                                                                |  | 39        
|Item 5.                       |  | Other Information                                                                                                                                                  |  | 40        
|Item 6.                       |  | Exhibits                                                                                                                                                           |  | 40        
|SIGNATURE                     |  | 41                                                                                                                                                                



2



---

##### Table of Contents

THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES



CAUTIONARY STATEMENT PURSUANT TO SAFE HARBOR PROVISIONS

OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995:



This report contains forward-looking statements within the meaning of the federal securities laws. The forward-looking statements in this
report are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by the statements. Factors that may cause actual results to differ materially from those contemplated by such
forward-looking statements include, among other things, the following possibilities: (i) an inability of the company to realize elements of its strategic plans for 2005 and beyond; (ii) increases in competitive pressure in the banking industry or
other factors that may reduce non-interest income; (iii) economic conditions affecting real estate values and transactions in BancGroups market and/or general economic conditions, either nationally or regionally, that are less favorable than
expected; (iv) expected cost savings from recent acquisitions are not fully realized; (v) adverse changes in the interest rate environment which may reduce or expand margins or adversely affect critical estimates as applied and projected returns on
investments; (vi) managements assumptions and estimates underlying critical accounting policies prove to be inadequate or materially incorrect or are not borne out by subsequent events; and (vii) changes which may occur in the regulatory
environment. When used in this report, the words believes, estimates, plans, expects, should, may, might, outlook, anticipates, and similar
expressions as they relate to BancGroup (including its subsidiaries) or its management are intended to identify forward-looking statements. Forward-looking statements speak only as to the date they are made. BancGroup does not undertake to update
forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.



3



---

##### Table of Contents

PART I. FINANCIAL INFORMATION



Item 1. Financial Statements (Unaudited)



THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES



CONDENSED CONSOLIDATED STATEMENTS OF CONDITION

(Unaudited)



|                                                                                                                                                                             |  |                |            |   |                   |   |            |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ---------- | - | ----------------- | - | ---------- | -
|                                                                                                                                                                             |  | June 30, 2005  |            |   | December 31, 2004 |  
|                                                                                                                                                                             |  | (In thousands) |           
|ASSETS                                                                                                                                                                       |  |                |            |   |                   |   |            |  
|Cash and due from banks                                                                                                                                                      |  | $              | 413,885    |   |                   | $ | 334,470    |  
|Interest bearing deposits in banks                                                                                                                                           |  |                | 21,036     |   |                   |   | 23,407     |  
|Federal funds sold and securities purchased under agreements to resell                                                                                                       |  |                | 668,267    |   |                   |   | 246,491    |  
|Securities available for sale                                                                                                                                                |  |                | 3,076,374  |   |                   |   | 3,647,402  |  
|Investment securities (market value: 2005, $4,436; 2004, $6,503)                                                                                                             |  |                | 4,193      |   |                   |   | 6,152      |  
|Loans held for sale                                                                                                                                                          |  |                | 751,231    |   |                   |   | 678,496    |  
|Total loans, net of unearned income:                                                                                                                                         |  |                |            |   |                   |   |            |  
|Mortgage warehouse loans                                                                                                                                                     |  |                | 713,254    |   |                   |   | 1,114,923  |  
|All other loans                                                                                                                                                              |  |                | 13,864,136 |   |                   |   | 11,742,888 |  
|Less:                                                                                                                                                                        |  |                |            |   |                   |   |            |  
|Allowance for loan losses                                                                                                                                                    |  |                | (166,050   | ) |                   |   | (148,802   | )
|                                                                                                                                                                             |  |                |            |   |                   |   |            |  
|Loans, net                                                                                                                                                                   |  |                | 14,411,340 |   |                   |   | 12,709,009 |  
|Premises and equipment, net                                                                                                                                                  |  |                | 299,772    |   |                   |   | 270,236    |  
|Goodwill                                                                                                                                                                     |  |                | 643,610    |   |                   |   | 352,536    |  
|Other intangibles, net                                                                                                                                                       |  |                | 73,293     |   |                   |   | 41,604     |  
|Other real estate owned                                                                                                                                                      |  |                | 4,245      |   |                   |   | 9,865      |  
|Bank-owned life insurance                                                                                                                                                    |  |                | 338,820    |   |                   |   | 315,739    |  
|Accrued interest and other assets                                                                                                                                            |  |                | 278,242    |   |                   |   | 261,743    |  
|                                                                                                                                                                             |  |                |            |   |                   |   |            |  
|Total                                                                                                                                                                        |  | $              | 20,984,308 |   |                   | $ | 18,897,150 |  
|                                                                                                                                                                             |  |                |            |   |                   |   |            |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                         |  |                |            |   |                   |   |            |  
|Deposits:                                                                                                                                                                    |  |                |            |   |                   |   |            |  
|Noninterest bearing transaction accounts                                                                                                                                     |  | $              | 3,114,321  |   |                   | $ | 2,468,529  |  
|Interest bearing transaction accounts                                                                                                                                        |  |                | 5,772,340  |   |                   |   | 5,077,509  |  
|                                                                                                                                                                             |  |                |            |   |                   |   |            |  
|Total transaction accounts                                                                                                                                                   |  |                | 8,886,661  |   |                   |   | 7,546,038  |  
|Time                                                                                                                                                                         |  |                | 5,260,074  |   |                   |   | 4,315,645  |  
|                                                                                                                                                                             |  |                |            |   |                   |   |            |  
|Total deposits                                                                                                                                                               |  |                | 14,146,735 |   |                   |   | 11,861,683 |  
|Short-term borrowings                                                                                                                                                        |  |                | 3,285,688  |   |                   |   | 3,312,265  |  
|Subordinated debt                                                                                                                                                            |  |                | 272,044    |   |                   |   | 273,598    |  
|Junior subordinated debt                                                                                                                                                     |  |                | 320,030    |   |                   |   | 313,213    |  
|Other long-term debt                                                                                                                                                         |  |                | 956,920    |   |                   |   | 1,631,617  |  
|Accrued expenses and other liabilities                                                                                                                                       |  |                | 83,258     |   |                   |   | 111,159    |  
|                                                                                                                                                                             |  |                |            |   |                   |   |            |  
|Total liabilities                                                                                                                                                            |  |                | 19,064,675 |   |                   |   | 17,503,535 |  
|                                                                                                                                                                             |  |               
|Commitments and contingencies (Notes B and H)                                                                                                                                |  |                |            |   |                   |   |            |  
|                                                                                                                                                                             |  |               
|Common stock, $2.50 par value; 200,000,000 shares authorized; 155,336,221 and 133,823,776 shares issued and outstanding at June 30, 2005 and
December 31, 2004, respectively |  |                | 388,341    |   |                   |   | 334,559    |  
|Additional paid in capital                                                                                                                                                   |  |                | 756,593    |   |                   |   | 343,694    |  
|Retained earnings                                                                                                                                                            |  |                | 792,313    |   |                   |   | 725,039    |  
|Unearned compensation                                                                                                                                                        |  |                | (6,773     | ) |                   |   | (449       | )
|Accumulated other comprehensive loss, net of taxes                                                                                                                           |  |                | (10,841    | ) |                   |   | (9,228     | )
|                                                                                                                                                                             |  |                |            |   |                   |   |            |  
|Total shareholders equity                                                                                                                                                   |  |                | 1,919,633  |   |                   |   | 1,393,615  |  
|                                                                                                                                                                             |  |                |            |   |                   |   |            |  
|Total                                                                                                                                                                        |  | $              | 20,984,308 |   |                   | $ | 18,897,150 |  
|                                                                                                                                                                             |  |                |            |   |                   |   |            |  



See Notes to the
Unaudited Condensed Consolidated Financial Statements



4



---

##### Table of Contents

THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES



CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)



|                                                                |  |                                          |         |                             |      |   |         |  |   |         |   |  |   |         |  
|--------------------------------------------------------------- |  | ---------------------------------------- | ------- | --------------------------- | ---- | - | ------- |  | - | ------- | - |  | - | ------- | -
|                                                                |  | Six Months Ended June 30,                |         | Three Months Ended June 30, |     
|                                                                |  | 2005                                     |         |                             | 2004 |   | 2005    |  |   | 2004    |  
|                                                                |  | (In thousands, except per share amounts) |        
|Interest Income:                                                |  |                                          |         |                             |      |   |         |  |   |         |   |  |   |         |  
|Interest and fees on loans                                      |  | $                                        | 438,604 |                             |      | $ | 324,369 |  | $ | 231,349 |   |  | $ | 166,133 |  
|Interest and dividends on securities                            |  |                                          | 86,430  |                             |      |   | 73,100  |  |   | 42,964  |   |  |   | 37,661  |  
|Interest on federal funds sold and other short-term investments |  |                                          | 7,941   |                             |      |   | 491     |  |   | 4,799   |   |  |   | 412     |  
|                                                                |  |                                          |         |                             |      |   |         |  |   |         |   |  |   |         |  
|Total interest income                                           |  |                                          | 532,975 |                             |      |   | 397,960 |  |   | 279,112 |   |  |   | 204,206 |  
|                                                                |  |                                          |         |                             |      |   |         |  |   |         |   |  |   |         |  
|Interest Expense:                                               |  |                                          |         |                             |      |   |         |  |   |         |   |  |   |         |  
|Interest on deposits                                            |  |                                          | 104,259 |                             |      |   | 66,927  |  |   | 58,449  |   |  |   | 33,976  |  
|Interest on short-term borrowings                               |  |                                          | 38,444  |                             |      |   | 14,135  |  |   | 19,796  |   |  |   | 7,639   |  
|Interest on long-term debt                                      |  |                                          | 46,207  |                             |      |   | 40,156  |  |   | 23,444  |   |  |   | 18,956  |  
|                                                                |  |                                          |         |                             |      |   |         |  |   |         |   |  |   |         |  
|Total interest expense                                          |  |                                          | 188,910 |                             |      |   | 121,218 |  |   | 101,689 |   |  |   | 60,571  |  
|                                                                |  |                                          |         |                             |      |   |         |  |   |         |   |  |   |         |  
|Net Interest Income                                             |  |                                          | 344,065 |                             |      |   | 276,742 |  |   | 177,423 |   |  |   | 143,635 |  
|Provision for loan losses                                       |  |                                          | 14,939  |                             |      |   | 14,453  |  |   | 9,010   |   |  |   | 6,519   |  
|                                                                |  |                                          |         |                             |      |   |         |  |   |         |   |  |   |         |  
|Net Interest Income After Provision for Loan Losses             |  |                                          | 329,126 |                             |      |   | 262,289 |  |   | 168,413 |   |  |   | 137,116 |  
|Noninterest Income:                                             |  |                                          |         |                             |      |   |         |  |   |         |   |  |   |         |  
|Service charges on deposit accounts                             |  |                                          | 28,459  |                             |      |   | 29,214  |  |   | 14,827  |   |  |   | 15,029  |  
|Financial planning services                                     |  |                                          | 7,021   |                             |      |   | 7,107   |  |   | 3,129   |   |  |   | 3,983   |  
|Electronic banking                                              |  |                                          | 7,426   |                             |      |   | 5,992   |  |   | 3,927   |   |  |   | 3,180   |  
|Mortgage banking                                                |  |                                          | 4,961   |                             |      |   | 4,363   |  |   | 2,940   |   |  |   | 2,373   |  
|Mortgage warehouse fees                                         |  |                                          | 4,702   |                             |      |   | 625     |  |   | 3,919   |   |  |   | 380     |  
|Securities (losses) gains, net                                  |  |                                          | (4,642  | )                           |      |   | 7,050   |  |   | (3,487  | ) |  |   | (392    | )
|Gain on sale of branches                                        |  |                                          | 9,608   |                             |      |   |        |  |   | 9,608   |   |  |   |        |  
|Bank-owned life insurance                                       |  |                                          | 6,860   |                             |      |   | 4,506   |  |   | 3,456   |   |  |   | 2,276   |  
|Other income                                                    |  |                                          | 19,965  |                             |      |   | 12,090  |  |   | 11,442  |   |  |   | 6,415   |  
|                                                                |  |                                          |         |                             |      |   |         |  |   |         |   |  |   |         |  
|Total noninterest income                                        |  |                                          | 84,360  |                             |      |   | 70,947  |  |   | 49,761  |   |  |   | 33,244  |  
|                                                                |  |                                          |         |                             |      |   |         |  |   |         |   |  |   |         |  
|Noninterest Expense:                                            |  |                                          |         |                             |      |   |         |  |   |         |   |  |   |         |  
|Salaries and employee benefits                                  |  |                                          | 125,893 |                             |      |   | 104,983 |  |   | 64,905  |   |  |   | 54,283  |  
|Occupancy expense of bank premises, net                         |  |                                          | 28,848  |                             |      |   | 24,329  |  |   | 15,033  |   |  |   | 12,391  |  
|Furniture and equipment expenses                                |  |                                          | 20,437  |                             |      |   | 18,742  |  |   | 10,723  |   |  |   | 9,483   |  
|Amortization of intangible assets                               |  |                                          | 5,491   |                             |      |   | 2,513   |  |   | 3,186   |   |  |   | 1,390   |  
|Merger related expenses                                         |  |                                          | 3,209   |                             |      |   | 1,272   |  |   | 2,071   |   |  |   | 1,190   |  
|Net loss related to the early extinguishment of debt            |  |                                          | 7,877   |                             |      |   | 6,183   |  |   | 5,587   |   |  |   |        |  
|Other expenses                                                  |  |                                          | 56,607  |                             |      |   | 50,292  |  |   | 30,242  |   |  |   | 25,965  |  
|                                                                |  |                                          |         |                             |      |   |         |  |   |         |   |  |   |         |  
|Total noninterest expense                                       |  |                                          | 248,362 |                             |      |   | 208,314 |  |   | 131,747 |   |  |   | 104,702 |  
|Income before income taxes                                      |  |                                          | 165,124 |                             |      |   | 124,922 |  |   | 86,427  |   |  |   | 65,658  |  
|Applicable income taxes                                         |  |                                          | 55,159  |                             |      |   | 42,474  |  |   | 28,953  |   |  |   | 22,324  |  
|                                                                |  |                                          |         |                             |      |   |         |  |   |         |   |  |   |         |  
|Net Income                                                      |  | $                                        | 109,965 |                             |      | $ | 82,448  |  | $ | 57,474  |   |  | $ | 43,334  |  
|                                                                |  |                                          |         |                             |      |   |         |  |   |         |   |  |   |         |  
|Earnings per share:                                             |  |                                          |         |                             |      |   |         |  |   |         |   |  |   |         |  
|Basic                                                           |  | $                                        | 0.76    |                             |      | $ | 0.64    |  | $ | 0.38    |   |  | $ | 0.33    |  
|Diluted                                                         |  | $                                        | 0.75    |                             |      | $ | 0.64    |  | $ | 0.38    |   |  | $ | 0.33    |  
|Average number of shares outstanding:                           |  |                                          |         |                             |      |   |         |  |   |         |   |  |   |         |  
|Basic                                                           |  |                                          | 144,263 |                             |      |   | 128,598 |  |   | 149,782 |   |  |   | 130,130 |  
|Diluted                                                         |  |                                          | 145,960 |                             |      |   | 129,726 |  |   | 151,568 |   |  |   | 131,228 |  
|Dividends declared per share                                    |  | $                                        | 0.3050  |                             |      | $ | 0.2900  |  | $ | 0.1525  |   |  | $ | 0.1450  |  



See Notes to the
Unaudited Condensed Consolidated Financial Statements



5



---

##### Table of Contents

THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES



CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)



|                                                                                                                                                                                                                   |  |                           |         |   |                            |   |         |      |  |   |        |   |  |   |         |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------- | ------- | - | -------------------------- | - | ------- | ---- |  | - | ------ | - |  | - | ------- | -
|                                                                                                                                                                                                                   |  | Six Months Ended June 30, |         |   | Three Months EndedJune 30, |  
|                                                                                                                                                                                                                   |  | 2005                      |         |   | 2004                       |   |         | 2005 |  |   | 2004   |  
|                                                                                                                                                                                                                   |  | (In thousands)            |        
|Net income                                                                                                                                                                                                         |  | $                         | 109,965 |   |                            | $ | 82,448  |      |  | $ | 57,474 |   |  | $ | 43,334  |  
|Other comprehensive income, net of taxes:                                                                                                                                                                          |  |                           |         |   |                            |   |         |      |  |   |        |   |  |   |         |  
|Unrealized (losses)/gains on securities available for sale arising during the period, net of income taxes of $(2,381) and $20,113 in 2005 and
$(25,686) and $(43,874) in 2004, respectively                        |  |                           | (4,371  | ) |                            |   | (47,445 | )    |  |   | 37,456 |   |  |   | (81,491 | )
|Less: reclassification adjustment for net losses/(gains) on securities available for sale included in net income, net of income taxes of
$(1,625) and $(1,221) in 2005 and $2,397 and $(133) in 2004, respectively |  |                           | 3,017   |   |                            |   | (4,653  | )    |  |   | 2,266  |   |  |   | 259     |  
|Unrealized losses on cash flow hedging instruments, net of income taxes of $(139)                                                                                                                                  |  |                           | (259    | ) |                            |   |        |      |  |   | (259   | ) |  |   |        |  
|                                                                                                                                                                                                                   |  |                           |         |   |                            |   |         |      |  |   |        |   |  |   |         |  
|Comprehensive income (loss)                                                                                                                                                                                        |  | $                         | 108,352 |   |                            | $ | 30,350  |      |  | $ | 96,937 |   |  | $ | (37,898 | )
|                                                                                                                                                                                                                   |  |                           |         |   |                            |   |         |      |  |   |        |   |  |   |         |  







See Notes to the Unaudited Condensed Consolidated Financial Statements



6



---

##### Table of Contents

THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES



CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY

(Unaudited)



|                                                                         |  |                                          |  |                          |         |                  |   |         |                      |   |         |                                   |  |   |                          |   |  |   |         |   |  |   |           |  
|------------------------------------------------------------------------ |  | ---------------------------------------- |  | ------------------------ | ------- | ---------------- | - | ------- | -------------------- | - | ------- | --------------------------------- |  | - | ------------------------ | - |  | - | ------- | - |  | - | --------- | -
|                                                                         |  | Common Stock                             |  | AdditionalPaid InCapital |         | RetainedEarnings |   |         | UnearnedCompensation |   |         | AccumulatedOtherComprehensiveLoss |  |   | TotalShareholdersEquity |  
|                                                                         |  | Shares                                   |  | Amount                   |         |                  |   |         |                     
|                                                                         |  | (In thousands, except per share amounts) | 
|Balance, December 31, 2004                                               |  | 133,823,776                              |  | $                        | 334,559 |                  | $ | 343,694 |                      | $ | 725,039 |                                   |  | $ | (449                     | ) |  | $ | (9,228  | ) |  | $ | 1,393,615 |  
|Shares issued under:                                                     |  |                                          |  |                          |         |                  |   |         |                      |   |         |                                   |  |   |                          |   |  |   |         |   |  |   |           |  
|Directors plan                                                           |  | 45,549                                   |  |                          | 114     |                  |   | 670     |                      |   |         |                                   |  |   |                          |   |  |   |         |   |  |   | 784       |  
|Stock option plans                                                       |  | 380,856                                  |  |                          | 952     |                  |   | 3,690   |                      |   |         |                                   |  |   |                          |   |  |   |         |   |  |   | 4,642     |  
|Stock bonus plan, net of cancellations                                   |  | 347,630                                  |  |                          | 870     |                  |   | 6,182   |                      |   |         |                                   |  |   | (7,030                   | ) |  |   |         |   |  |   | 22        |  
|Employee Stock Purchase Plan                                             |  | 15,944                                   |  |                          | 40      |                  |   | 297     |                      |   |         |                                   |  |   |                          |   |  |   |         |   |  |   | 337       |  
|Settlement of forward equity sales agreement                             |  | 8,400,000                                |  |                          | 21,000  |                  |   | 158,575 |                      |   |         |                                   |  |   |                          |   |  |   |         |   |  |   | 179,575   |  
|Issuance of shares for business combinations                             |  | 12,322,466                               |  |                          | 30,806  |                  |   | 243,485 |                      |   |         |                                   |  |   |                          |   |  |   |         |   |  |   | 274,291   |  
|Amortization of unearned compensation                                    |  |                                          |  |                          |         |                  |   |         |                      |   |         |                                   |  |   | 706                      |   |  |   |         |   |  |   | 706       |  
|Net income                                                               |  |                                          |  |                          |         |                  |   |         |                      |   | 109,965 |                                   |  |   |                          |   |  |   |         |   |  |   | 109,965   |  
|Cash dividends ($.3050 per share)                                        |  |                                          |  |                          |         |                  |   |         |                      |   | (42,691 | )                                 |  |   |                          |   |  |   |         |   |  |   | (42,691   | )
|Change in unrealized loss on securities available for sale, net of taxes |  |                                          |  |                          |         |                  |   |         |                      |   |         |                                   |  |   |                          |   |  |   | (1,354  | ) |  |   | (1,354    | )
|Change in unrealized loss on derivative instruments, net of taxes        |  |                                          |  |                          |         |                  |   |         |                      |   |         |                                   |  |   |                          |   |  |   | (259    | ) |  |   | (259      | )
|                                                                         |  |                                          |  |                          |         |                  |   |         |                      |   |         |                                   |  |   |                          |   |  |   |         |   |  |   |           |  
|Balance, June 30, 2005                                                   |  | 155,336,221                              |  | $                        | 388,341 |                  | $ | 756,593 |                      | $ | 792,313 |                                   |  | $ | (6,773                   | ) |  | $ | (10,841 | ) |  | $ | 1,919,633 |  
|                                                                         |  |                                          |  |                          |         |                  |   |         |                      |   |         |                                   |  |   |                          |   |  |   |         |   |  |   |           |  



See Notes to the
Unaudited Condensed Consolidated Financial Statements



7



---

##### Table of Contents

THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES



CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

(Unaudited)



|                                                                                                          |  |                           |            |   |      |   |            |  
|--------------------------------------------------------------------------------------------------------- |  | ------------------------- | ---------- | - | ---- | - | ---------- | -
|                                                                                                          |  | Six Months Ended June 30, |           
|                                                                                                          |  | 2005                      |            |   | 2004 |  
|                                                                                                          |  | (In thousands)            |           
|Net cash flows from operating activities                                                                  |  | $                         | 731        |   |      | $ | (47,988    | )
|Cash flows from investing activities:                                                                     |  |                           |            |   |      |   |            |  
|Proceeds from maturities and calls of securities available for sale                                       |  |                           | 217,643    |   |      |   | 218,814    |  
|Proceeds from sales of securities available for sale                                                      |  |                           | 1,279,853  |   |      |   | 935,924    |  
|Purchase of securities available for sale                                                                 |  |                           | (569,977   | ) |      |   | (1,392,601 | )
|Proceeds from maturities of investment securities                                                         |  |                           | 1,967      |   |      |   | 3,037      |  
|Net increase in loans                                                                                     |  |                           | (716,638   | ) |      |   | (215,806   | )
|Proceeds from sales of interests in mortgage warehouse loans                                              |  |                           | 573,311    |   |      |   |           |  
|Acquisitions, net of cash acquired                                                                        |  |                           | (114,873   | ) |      |   | 31,312     |  
|Net cash paid from the sale of branches                                                                   |  |                           | (110,202   | ) |      |   |           |  
|Capital expenditures                                                                                      |  |                           | (13,669    | ) |      |   | (26,885    | )
|Proceeds from sales of other real estate owned                                                            |  |                           | 7,673      |   |      |   | 1,941      |  
|Proceeds from sales of premises and equipment                                                             |  |                           | 2,152      |   |      |   | 981        |  
|Proceeds from sale of other assets                                                                        |  |                           | 4,861      |   |      |   | 1,650      |  
|Other, net                                                                                                |  |                           | (592       | ) |      |   |           |  
|                                                                                                          |  |                           |            |   |      |   |            |  
|Net cash flows from investing activities                                                                  |  |                           | 561,509    |   |      |   | (441,633   | )
|                                                                                                          |  |                           |            |   |      |   |            |  
|Cash flows from financing activities:                                                                     |  |                           |            |   |      |   |            |  
|Net increase in demand, savings, and time deposits                                                        |  |                           | 955,807    |   |      |   | 581,514    |  
|Net (decrease) increase in federal funds purchased, repurchase agreements and other short-term borrowings |  |                           | (324,548   | ) |      |   | 138,656    |  
|Proceeds from issuance of long-term debt                                                                  |  |                           | 250,000    |   |      |   | 500,000    |  
|Repayment of long-term debt                                                                               |  |                           | (1,086,542 | ) |      |   | (636,909   | )
|Proceeds from issuance of common stock                                                                    |  |                           | 4,979      |   |      |   | 3,427      |  
|Proceeds from settlement of forward equity sales agreement                                                |  |                           | 179,575    |   |      |   |           |  
|Dividends paid ($0.305 and $0.290 per share for 2005 and 2004, respectively)                              |  |                           | (42,691    | ) |      |   | (36,866    | )
|                                                                                                          |  |                           |            |   |      |   |            |  
|Net cash flows from financing activities                                                                  |  |                           | (63,420    | ) |      |   | 549,822    |  
|                                                                                                          |  |                           |            |   |      |   |            |  
|Net increase in cash and cash equivalents                                                                 |  |                           | 498,820    |   |      |   | 60,201     |  
|Cash and cash equivalents at beginning of year                                                            |  |                           | 604,368    |   |      |   | 345,717    |  
|                                                                                                          |  |                           |            |   |      |   |            |  
|Cash and cash equivalents at June 30                                                                      |  | $                         | 1,103,188  |   |      | $ | 405,918    |  
|                                                                                                          |  |                           |            |   |      |   |            |  
|Supplemental disclosure of cash flow information:                                                         |  |                           |            |   |      |   |            |  
|Cash paid during the period for:                                                                          |  |                           |            |   |      |   |            |  
|Interest                                                                                                  |  | $                         | 187,332    |   |      | $ | 127,715    |  
|Income taxes                                                                                              |  |                           | 41,300     |   |      |   | 36,000     |  
|Non-cash investing and financing activities:                                                              |  |                           |            |   |      |   |            |  
|Transfer of loans to other real estate                                                                    |  | $                         | 3,416      |   |      | $ | 11,010     |  
|Assets (non-cash) acquired in business combinations                                                       |  |                           | 2,335,024  |   |      |   | 723,751    |  
|Liabilities assumed in business combinations                                                              |  |                           | 1,945,860  |   |      |   | 647,518    |  



See Notes to the
Unaudited Condensed Consolidated Financial Statements



8



---

##### Table of Contents

THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES



NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



Note A: Accounting Policies



The accounting and reporting policies of The Colonial BancGroup, Inc. and its subsidiaries (variously referred to herein as BancGroup, Colonial, or the Company) are as stated in the 2004 Annual Report on
Form 10-K. The Company adopted additional policies as noted below with respect to Sales and Servicing of Financial Assets and Loans Held for Sale as a result of 2005 business activities. The Company also adopted new policies with respect to Acquired
Loans pursuant to Statement of Position (SOP) 03-3, Accounting for Certain Loans or Debt Securities Acquired in a Transfer. These unaudited interim financial statements should be read in conjunction with the audited financial statements and
footnotes included in BancGroups 2004 Annual Report on Form 10-K.



In the opinion of BancGroup, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly BancGroups financial position as of
June 30, 2005 and December 31, 2004 and the results of operations and cash flows for the interim periods ended June 30, 2005 and 2004. All 2005 interim amounts are subject to year-end audit, and the results of operations for the interim period
herein are not necessarily indicative of the results of operations to be expected for the year.



Certain reclassifications were made to prior periods in order to conform with the current period presentation.



Sales and Servicing of Financial Assets



The Company has a facility in which it sells certain mortgage warehouse
loans and mortgage loans held for sale to a wholly-owned special purpose entity (SPE) which then sells interests in those assets to third-party commercial paper conduits. These transactions provide a source of liquidity for the Company and allow the
Company to utilize its balance sheet capacity and capital for higher-yielding assets while continuing to manage its customer relationships.



Under the provisions of Statement of Financial Accounting Standards (SFAS) No. 140, Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities, any retained interests resulting from sales of financial assets should be recognized at the time of sale. Retained interests include such items as servicing assets or liabilities, subordinated tranches,
interest-only strips, and cash reserve accounts. The previous carrying amount of the assets sold should be allocated between the retained interests and the assets sold based on each components fair value in relation to the total fair value at
the date of sale. Any gain or loss recognized from the sale would depend in part on the allocation of value to the assets sold and interests retained.



Based on the structure of these transactions, the Companys only retained interest is the assets retained in the SPE as a first risk of loss
position. The Company does retain servicing responsibilities for the assets sold and receives a servicing fee as compensation. However, due to the short-term nature of these assets and the Companys conclusion that the fee represents adequate
compensation as a servicer, no servicing asset or liability is recorded. At the time of sale, the previous carrying amount of the assets is allocated between the interests sold and interests retained based on their relative fair values, which
approximate cost because of the short-term and floating-rate nature of these assets. The sales price equals the Companys carrying amount for the assets sold, thus no gain or loss is recorded at the time of sale.



The Company provides credit enhancements to these transactions by maintaining
assets in the SPE as a first risk of loss position to the interests sold to the commercial paper conduits. This credit risk is reviewed quarterly, and a reserve for loss exposure is maintained in the allowance for loan losses. The Company also
provides a liquidity backstop facility to the commercial paper conduits. The Company, under this facility, may be required



9



---

##### Table of Contents

THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES



NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS(Continued)



to purchase assets from the conduits in certain limited circumstances, including the conduits inability to place commercial paper. Colonial includes
this liquidity risk in its liquidity risk analysis to ensure that it would have sufficient sources of liquidity.



Loans Held for Sale



Effective January 1, 2005, the Company began using forward sales commitments as fair value hedges of its short-term participations in mortgage loans which
are included in loans held for sale on the consolidated balance sheet. Prior to January 1, 2005, all loans held for sale were carried at the lower of aggregate cost or market. After January 1, 2005, the carrying values of these hedged short-term
participations are adjusted for changes in fair value. The fair values are calculated based on changes in market interest rates during the periods that the participations have been on the balance sheet. See Note I for discussion of the derivatives
associated with this hedging strategy.



Acquired Loans



The Company generally acquires loans through business
combinations rather than individually or in groups or portfolios. An acquired loan which has experienced deterioration of credit quality between origination and the Companys acquisition, and for which it is probable that the Company will be
unable to collect all amounts due according to the loans contractual terms, is accounted for under the provisions of SOP 03-3. For such loans, the Company estimates the amount and timing of undiscounted expected principal, interest, and other
cash flows (including expected prepayments, if any) as of the acquisition date. The excess of the loans contractually required cash flows over the Companys expected cash flows is referred to as a nonaccretable difference and is not
recorded by the Company. The loan is initially recorded at fair value, or the present value of the expected cash flows. The difference between the undiscounted expected cash flows and the fair value at which the loan is recorded is referred to as
accretable yield and is accreted into interest income over the remaining expected life of the loan.



On a quarterly basis, the Company updates its estimate of cash flows expected to be collected. If the estimated cash flows have decreased, the Company
creates a valuation allowance equal to the present value of the decrease in the cash flows and recognizes a loss. If the estimated cash flows have increased, the Company would first reverse any existing valuation allowance for that loan, and would
then account for the remainder of the increase as an adjustment to the yield accreted on a prospective basis over the loans remaining life.



Note B: Contingencies



BancGroup and its subsidiaries are from time to time defendants in legal actions and assertions from normal business activities. Management does not
anticipate that the ultimate liability arising from such matters outstanding at June 30, 2005 will have a materially adverse effect on BancGroups financial condition.



Note C: Recent Accounting Pronouncements



In December 2003, the American Institute of Certified Public Accountants (AICPA) issued SOP 03-3, Accounting for Certain Loans or Debt Securities
Acquired in a Transfer. This SOP addresses accounting for differences between contractual cash flows and cash flows expected to be collected from an investors initial investment in loans or debt securities (loans) acquired in a transfer if
those differences are attributable, at least in part, to credit quality. It includes such loans acquired in purchase business combinations and applies to all nongovernmental entities, including not-for-profit organizations. This SOP does not apply
to loans originated by



10



---

##### Table of Contents

THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES



NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS(Continued)



the entity. This SOP limits the yield that may be accreted (accretable yield) to the excess of the investors estimate of undiscounted expected
principal, interest, and other cash flows (cash flows expected at acquisition to be collected) over the investors initial investment in the loan. This SOP requires that the excess of contractual cash flows over cash flows expected to be
collected (nonaccretable difference) not be recognized as an adjustment of yield, loss accrual, or valuation allowance. This SOP prohibits investors from displaying accretable yield and nonaccretable difference in the balance sheet. Subsequent
increases in cash flows expected to be collected generally should be recognized prospectively through adjustment of the loans yield over its remaining life. Decreases in cash flows expected to be collected should be recognized as impairment.
This SOP prohibits carrying over or creation of valuation allowances in the initial accounting of all loans acquired in a transfer that are within the scope of this SOP. The prohibition of the valuation allowance carryover applies to the
purchase of an individual loan, a pool of loans, a group of loans and loans acquired in a purchase business combination. This SOP is effective for loans acquired in fiscal years beginning after December 15, 2004. The changes required by this SOP
have not had and are not expected to have a material impact on the Companys financial statements. With respect to the acquisitions of Union Bank and FFLC Bancorp discussed in Note D, there were no loans and nine loans, respectively, which fell
within the scope of this SOP.



In March 2004, the Emerging
Issues Task Force (EITF) reached a final consensus on Issue 03-1, The Meaning of Other-Than-Temporary and Its Application to Certain Investments. The Issue applies to debt and equity securities within the scope of SFAS No. 115, Accounting
for Certain Investments in Debt and Equity Securities, certain debt and equity securities within the scope of SFAS 124, Accounting for Certain Investments Held by Not-for-Profit Organizations, and equity securities that are not subject to
the scope of SFAS 115 and not accounted for under the equity method of accounting (i.e., cost method investments). Issue 03-1 outlines a three-step model for assessing other-than-temporary impairment. The model involves first determining whether an
investment is impaired, then evaluating whether the impairment is other-than-temporary, and if it is, recognizing an impairment loss equal to the difference between the investments cost and its fair value. The model was to be applied
prospectively to all current and future investments in interim or annual reporting periods beginning after June 15, 2004. However, in September 2004 the Financial Accounting Standards Board (FASB) staff issued FASB Staff Position (FSP) EITF Issue
03-1-1 which delayed the effective date for the measurement and recognition guidance contained in Issue 03-1 until such time as additional implementation guidance could be provided. In June 2005, the FASB decided not to provide additional guidance
on the meaning of other-than-temporary impairment, but directed the staff to draft and submit for vote FSP FAS 115-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments, which will replace the
measurement and recognition guidance set forth in Issue 03-1 with references to existing other-than-temporary impairment guidance. FSP FAS 115-1 will also codify the guidance set forth in EITF Topic D-44 and clarify that an investor should recognize
an impairment loss no later than when the impairment is deemed other-than-temporary, even if a decision to sell has not been made. The FSP is expected to be voted on in the third quarter and would likely be effective for other-than-temporary
impairment analysis conducted in periods beginning after September 15, 2005. The disclosure guidance of Issue 03-1 remains effective. See Note L for BancGroups disclosures under Issue 03-1. The changes required by Issue 03-1 are not expected
to have a material impact on the Companys financial statements.



In December 2004, the FASB issued SFAS 123(R), Share-Based Payment, which is a revision of SFAS 123, Accounting for Stock-Based Compensation. SFAS 123(R) supersedes Accounting Principles Board (APB) Opinion No. 25,
Accounting for Stock Issued to Employees, and amends SFAS 95, Statement of Cash Flows. Generally, the approach in SFAS 123(R) is similar to the approach described in SFAS 123. However, SFAS 123(R) requires all share-based payments to
employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. SFAS 123(R) was originally effective for interim or annual periods beginning after June 15, 2005. However, in April 2005 the
Securities and Exchange Commission (SEC) amended this requirement allowing companies to adopt the standard at the beginning of their



11



---

##### Table of Contents

THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES



NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS(Continued)



next fiscal year that begins after June 15, 2005. Early adoption will be permitted in periods in which financial statements have not yet been issued. SFAS
123(R) permits public companies to adopt its requirements using one of two methods:



| |  |  | A modified prospective method in which compensation cost is recognized beginning with the effective date (a) based on the requirements of SFAS 123(R) for all share-based
payments granted after the effective date and (b) based on the requirements of SFAS 123 for all awards granted to employees prior to the effective date of SFAS 123(R) that remain unvested on the effective date.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | A modified retrospective method which includes the requirements of the modified prospective method described above, but also permits entities to restate based on the
amounts previously recognized under SFAS 123 for purposes of pro forma disclosures either (a) all prior periods presented or (b) prior interim periods of the year of adoption.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Company plans to adopt SFAS 123(R) on January 1, 2006 using the modified
prospective method.



As permitted by SFAS 123, the Company
currently accounts for share-based payments to employees using Opinion 25s intrinsic value method and, as such, generally recognizes no compensation cost for employee stock options. Accordingly, the adoption of SFAS 123(R)s fair value
method will have an impact on the Companys results of operations, although it will have no material impact on its overall financial position. The impact of adopting SFAS 123(R) cannot be predicted at this time because it will depend on levels
of share-based payments granted in the future. However, had the Company adopted SFAS 123(R) in prior periods, the impact of that standard would likely have approximated the impact of SFAS 123 as described in the disclosure of pro forma net income
and earnings per share included in Note J.



In March 2005, the
SEC issued Staff Accounting Bulletin (SAB) No. 107, Share-Based Payment, which provides interpretive guidance on various issues in SFAS 123(R), particularly valuation methodologies and the selection of assumptions. This SAB also discusses the
SEC staffs expectations regarding disclosures in Managements Discussion and Analysis related to share-based payment transactions, as well as the interaction of SFAS 123(R) with existing SEC guidance, such as that dealing with disclosure
of non-GAAP financial measures.



In May 2005, the FASB issued
SFAS 154, Accounting Changes and Error Corrections, which replaces APB Opinion No. 20, Accounting Changes, and SFAS 3, Reporting Accounting Changes in Interim Financial StatementsAn Amendment of APB Opinion No. 28. SFAS
154 changes the requirements for the accounting and reporting of a change in accounting principle. It applies to all voluntary changes in accounting principle as well as to changes required by an accounting pronouncement that does not include
specific transition provisions. SFAS 154 eliminates the requirement in APB Opinion No. 20 to include the cumulative effect of changes in accounting principle in the income statement in the period of change. Instead, to enhance the comparability of
prior period financial statements, SFAS 154 requires that changes in accounting principle be retrospectively applied. Under retrospective application, the new accounting principle is applied as of the beginning of the first period presented as if
that principle had always been used. The cumulative effect of the change is reflected in the carrying value of assets and liabilities as of the first period presented and the offsetting adjustments are recorded to opening retained earnings. Each
period presented is adjusted to reflect the period-specific effects of applying the change. Although retrospective application is similar to restating prior periods, SFAS 154 gives the treatment a new name to differentiate it from restatement for
the correction of an error. Only direct effects of the change will be included in the retrospective application; all indirect effects will be recognized in the period of change. If it is impracticable to determine the cumulative effect for all prior
periods, the new accounting principle should be applied as if it were adopted prospectively from the earliest date practicable. SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15,
2005. Early



12



---

##### Table of Contents

THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES



NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS(Continued)



adoption is permitted for accounting changes and corrections of errors made in fiscal years beginning after the date SFAS 154 was issued. The changes
required by SFAS 154 are not expected to have a material impact on the Companys financial statements.



Note D: Business Combinations



During the six months ended June 30, 2005, BancGroup made the following acquisitions to enhance its geographic position and expand its banking operations within Florida.



Union Bank Acquisition



BancGroup completed the acquisition of UB Financial Corporations wholly-owned subsidiary, Union Bank of Florida (Union), a Florida state chartered
bank, on February 10, 2005. Unions results of operations were included in BancGroups consolidated financial results beginning February 11, 2005.



Total consideration for the transaction was $233.5 million, consisting of 2,903,402 shares of BancGroup common stock valued at $58.8 million and $174.7
million in cash. This consideration along with other direct acquisition costs and liabilities incurred led to a total acquisition cost of approximately $240.0 million. The value of the common stock issued was determined based on the average market
price of BancGroups shares over the five day period beginning two days before and ending two days after February 3, the measurement date for this transaction.



FFLC Bancorp, Inc. Acquisition



BancGroup completed the acquisition of FFLC Bancorp, Inc. (FFLC) and its subsidiary, First Federal Savings Bank of Lake County, on May 18, 2005.
FFLCs results of operations were included in BancGroups consolidated financial results beginning May 19, 2005.



Total consideration for the transaction was $247.5 million, consisting of 9,419,064 shares of BancGroup common stock valued at $212.9 million, $31.9
million in cash, and stock options valued at $2.7 million. This consideration along with other direct acquisition costs and liabilities incurred led to a total acquisition cost of approximately $250.0 million. The value of the common stock issued
was determined based on the average market price of BancGroups shares over the five day period beginning two days before and ending two days after May 16, the measurement date for this transaction. The fair value of the stock options was
determined using the Black-Scholes option pricing model.



Pro Forma
Results of Operations



The following table presents
unaudited pro forma results of operations for the six and three months ended June 30, 2005 and 2004, as if the Union and FFLC acquisitions had occurred at January 1, 2004. Since no consideration is given to operational efficiencies and expanded
products and services, the pro forma summary information does not necessarily reflect the results of operations as they actually would have been if the acquisitions had occurred at January 1, 2004:



|                    |  |                                          |         |                            |   |         |  |      |         |  |   |        
|------------------- |  | ---------------------------------------- | ------- | -------------------------- | - | ------- |  | ---- | ------- |  | - | -------
|                    |  | Six Months Ended June 30,                |         | Three Months EndedJune 30,
|                    |  | 2005                                     |         | 2004                       |   | 2005    |  | 2004
|                    |  | (unaudited)                             
|                    |  | (In thousands, except per share amounts)
|Net Interest Income |  | $                                        | 362,801 |                            | $ | 307,733 |  | $    | 183,095 |  | $ | 159,302
|Net Income          |  |                                          | 115,866 |                            |   | 94,770  |  |      | 60,090  |  |   | 49,892 
|Basic EPS           |  |                                          | 0.75    |                            |   | 0.66    |  |      | 0.38    |  |   | 0.35   
|Diluted EPS         |  |                                          | 0.72    |                            |   | 0.64    |  |      | 0.37    |  |   | 0.33   



13



---

##### Table of Contents

THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES



NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS(Continued)



Note E: Earnings Per Share



The following table reflects a reconciliation of the numerator and denominator of the basic EPS computation to the numerator
and denominator of the diluted EPS computation:



|                                         |  |                                          |         |                             |         |                 |   |           |  |        |        |                 |         |  |   |     
|---------------------------------------- |  | ---------------------------------------- | ------- | --------------------------- | ------- | --------------- | - | --------- |  | ------ | ------ | --------------- | ------- |  | - | ----
|                                         |  | Six Months Ended June 30,                |         | Three Months Ended June 30,
|                                         |  | NetIncome                                |         | Shares                      |         | Per ShareAmount |   | NetIncome |  | Shares |        | Per ShareAmount
|                                         |  | (In thousands, except per share amounts)
|2005                                     |  |                                          |         |                             |         |                 |   |           |  |        |        |                 |         |  |   |     
|Basic EPS                                |  | $                                        | 109,965 |                             | 144,263 |                 | $ | 0.76      |  | $      | 57,474 |                 | 149,782 |  | $ | 0.38
|Effect of dilutive instruments:          |  |                                          |         |                             |         |                 |   |           |  |        |        |                 |         |  |   |     
|Options and nonvested stock bonus awards |  |                                          |         |                             | 1,697   |                 |   |           |  |        |        |                 | 1,786   |  |   |     
|                                         |  |                                          |         |                             |         |                 |   |           |  |        |        |                 |         |  |   |     
|Diluted EPS                              |  | $                                        | 109,965 |                             | 145,960 |                 | $ | 0.75      |  | $      | 57,474 |                 | 151,568 |  | $ | 0.38
|                                         |  |                                          |         |                             |         |                 |   |           |  |        |        |                 |         |  |   |     
|2004                                     |  |                                          |         |                             |         |                 |   |           |  |        |        |                 |         |  |   |     
|Basic EPS                                |  | $                                        | 82,448  |                             | 128,598 |                 | $ | 0.64      |  | $      | 43,334 |                 | 130,130 |  | $ | 0.33
|Effect of dilutive instruments:          |  |                                          |         |                             |         |                 |   |           |  |        |        |                 |         |  |   |     
|Options                                  |  |                                          |         |                             | 1,128   |                 |   |           |  |        |        |                 | 1,098   |  |   |     
|                                         |  |                                          |         |                             |         |                 |   |           |  |        |        |                 |         |  |   |     
|Diluted EPS                              |  | $                                        | 82,448  |                             | 129,726 |                 | $ | 0.64      |  | $      | 43,334 |                 | 131,228 |  | $ | 0.33
|                                         |  |                                          |         |                             |         |                 |   |           |  |        |        |                 |         |  |   |     



The above calculations
exclude options that could potentially dilute basic EPS in the future but were antidilutive for the periods presented. The number of such options excluded was 49,000 and 511,500 for the three months and six months ended June 30, 2005, respectively,
and 75,500 for both the three and six months ended June 30, 2004.



Note F:
Segment Information



The Company has six reportable
segments for management reporting. Each regional bank segment consists of commercial 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 financial planning and mortgage banking services. The mortgage warehouse segment headquartered in Orlando, Florida provides loans, collateralized by residential mortgage loans, to mortgage origination companies. The Corporate/Treasury/Other
segment includes the investment securities portfolio, wholesale funding activities including long-term debt, short term liquidity and balance sheet risk management including derivative hedging activities, the parent companys activities,
intercompany eliminations, certain support activities not currently allocated to the aforementioned segments and income taxes. In addition, Corporate/Treasury/Other includes income from bank owned life insurance, income and expenses from various
nonbank subsidiaries, joint ventures and equity investments, merger related expenses and the unallocated portion of the Companys financial planning business.



The results for these segments are based on our 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. Colonial uses an internal funding methodology to assign funds costs to
assets and earning credits to liabilities as well as an internal capital allocation methodology with an offset in Corporate/Treasury/Other. The provision for loan losses included in each segment is based on each segments share of the
Companys loan loss reserve. Certain back office support functions are allocated to each segment on the basis most applicable to the function being allocated. The management accounting process measures the performance of the defined segments
based on our management structure and is not necessarily comparable with similar information for other financial services companies. If the management structure and/or allocation process changes, allocations, transfers and assignments may change.
Results for prior periods have been restated for comparability.



14



---

##### Table of Contents

THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES



NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS(Continued)



|                                                         |  |                        |           |   |                            |   |           |                       |  |                       |           |  |                      |           |   |                     |   |         |                            |  |   |                        |   |  |   |           |   |  |   |           
|-------------------------------------------------------- |  | ---------------------- | --------- | - | -------------------------- | - | --------- | --------------------- |  | --------------------- | --------- |  | -------------------- | --------- | - | ------------------- | - | ------- | -------------------------- |  | - | ---------------------- | - |  | - | --------- | - |  | - | ----------
|                                                         |  | Florida Regional Bank  |           |   | Florida Mortgage Warehouse |   |           | Alabama Regional Bank |  | Georgia Regional Bank |           |  | Nevada Regional Bank |           |   | Texas Regional Bank |   |         | Corporate/ Treasury/ Other |  |   | Consolidated BancGroup
|                                                         |  | (Dollars in thousands)
|Six Months Ended June 30, 2005                           |  |                        |           |   |                            |   |           |                       |  |                       |           |  |                      |           |   |                     |   |         |                            |  |   |                        |   |  |   |           |   |  |   |           
|Net interest income before intersegment income / expense |  | $                      | 155,294   |   |                            | $ | 43,977    |                       |  | $                     | 59,611    |  | $                    | 32,631    |   |                     | $ | 23,160  |                            |  | $ | 29,804                 |   |  | $ | (412      | ) |  | $ | 344,065   
|Intersegment interest income /expense                    |  |                        | (1,056    | ) |                            |   | (14,733   | )                     |  |                       | 16,828    |  |                      | (7,279    | ) |                     |   | (2,554  | )                          |  |   | (7,828                 | ) |  |   | 16,622    |   |  |   |          
|                                                         |  |                        |           |   |                            |   |           |                       |  |                       |           |  |                      |           |   |                     |   |         |                            |  |   |                        |   |  |   |           |   |  |   |           
|Net interest income                                      |  |                        | 154,238   |   |                            |   | 29,244    |                       |  |                       | 76,439    |  |                      | 25,352    |   |                     |   | 20,606  |                            |  |   | 21,976                 |   |  |   | 16,210    |   |  |   | 344,065   
|Provision for loan losses                                |  |                        | 5,897     |   |                            |   | 414       |                       |  |                       | 2,669     |  |                      | 300       |   |                     |   | 852     |                            |  |   | 1,153                  |   |  |   | 3,654     |   |  |   | 14,939    
|Noninterest income                                       |  |                        | 24,033    |   |                            |   | 5,599     |                       |  |                       | 31,858    |  |                      | 4,137     |   |                     |   | 2,773   |                            |  |   | 2,405                  |   |  |   | 13,555    |   |  |   | 84,360    
|Noninterest expense                                      |  |                        | 98,609    |   |                            |   | 3,296     |                       |  |                       | 53,636    |  |                      | 13,846    |   |                     |   | 11,711  |                            |  |   | 13,504                 |   |  |   | 53,760    |   |  |   | 248,362   
|                                                         |  |                        |           |   |                            |   |           |                       |  |                       |           |  |                      |           |   |                     |   |         |                            |  |   |                        |   |  |   |           |   |  |   |           
|Income/(loss) before income taxes                        |  | $                      | 73,765    |   |                            | $ | 31,133    |                       |  | $                     | 51,992    |  | $                    | 15,343    |   |                     | $ | 10,816  |                            |  | $ | 9,724                  |   |  | $ | (27,649   | ) |  |   | 165,124   
|                                                         |  |                        |           |   |                            |   |           |                       |  |                       |           |  |                      |           |   |                     |   |         |                            |  |   |                        |   |  |   |           |   |  |   |           
|Income taxes                                             |  |                        |           |   |                            |   |           |                       |  |                       |           |  |                      |           |   |                     |   |         |                            |  |   |                        |   |  |   |           |   |  |   | 55,159    
|                                                         |  |                        |           |   |                            |   |           |                       |  |                       |           |  |                      |           |   |                     |   |         |                            |  |   |                        |   |  |   |           |   |  |   |           
|Net Income                                               |  |                        |           |   |                            |   |           |                       |  |                       |           |  |                      |           |   |                     |   |         |                            |  |   |                        |   |  |   |           |   |  | $ | 109,965   
|                                                         |  |                        |           |   |                            |   |           |                       |  |                       |           |  |                      |           |   |                     |   |         |                            |  |   |                        |   |  |   |           |   |  |   |           
|Total Assets                                             |  | $                      | 9,204,007 |   |                            | $ | 2,334,523 |                       |  | $                     | 3,874,525 |  | $                    | 1,357,045 |   |                     | $ | 829,114 |                            |  | $ | 1,181,315              |   |  | $ | 2,203,779 |   |  | $ | 20,984,308
|Total Deposits                                           |  | $                      | 7,833,646 |   |                            | $ | 423,461   |                       |  | $                     | 3,745,626 |  | $                    | 765,805   |   |                     | $ | 598,546 |                            |  | $ | 515,623                |   |  | $ | 264,028   |   |  | $ | 14,146,735
|                                                         |  |                        |           |   |                            |   |           |                      
|Six Months Ended June 30, 2004                           |  |                        |           |   |                            |   |           |                       |  |                       |           |  |                      |           |   |                     |   |         |                            |  |   |                        |   |  |   |           |   |  |   |           
|Net interest income before intersegment income / expense |  | $                      | 105,331   |   |                            | $ | 30,787    |                       |  | $                     | 58,161    |  | $                    | 25,873    |   |                     | $ | 19,890  |                            |  | $ | 21,424                 |   |  | $ | 15,276    |   |  | $ | 276,742   
|Intersegment interest income / expense                   |  |                        | 7,361     |   |                            |   | (5,063    | )                     |  |                       | 19,054    |  |                      | (989      | ) |                     |   | (1,673  | )                          |  |   | (2,971                 | ) |  |   | (15,719   | ) |  |   |          
|                                                         |  |                        |           |   |                            |   |           |                       |  |                       |           |  |                      |           |   |                     |   |         |                            |  |   |                        |   |  |   |           |   |  |   |           
|Net interest income (expense)                            |  |                        | 112,692   |   |                            |   | 25,724    |                       |  |                       | 77,215    |  |                      | 24,884    |   |                     |   | 18,217  |                            |  |   | 18,453                 |   |  |   | (443      | ) |  |   | 276,742   
|Provision for loan losses                                |  |                        | 6,539     |   |                            |   | 146       |                       |  |                       | 4,202     |  |                      | 675       |   |                     |   | 752     |                            |  |   | 940                    |   |  |   | 1,199     |   |  |   | 14,453    
|Noninterest income                                       |  |                        | 19,453    |   |                            |   | 1,492     |                       |  |                       | 24,216    |  |                      | 4,253     |   |                     |   | 2,579   |                            |  |   | 2,910                  |   |  |   | 16,044    |   |  |   | 70,947    
|Noninterest expense                                      |  |                        | 71,875    |   |                            |   | 2,847     |                       |  |                       | 57,397    |  |                      | 13,586    |   |                     |   | 11,094  |                            |  |   | 12,977                 |   |  |   | 38,538    |   |  |   | 208,314   
|                                                         |  |                        |           |   |                            |   |           |                       |  |                       |           |  |                      |           |   |                     |   |         |                            |  |   |                        |   |  |   |           |   |  |   |           
|Income/(loss) before income taxes                        |  | $                      | 53,731    |   |                            | $ | 24,223    |                       |  | $                     | 39,832    |  | $                    | 14,876    |   |                     | $ | 8,950   |                            |  | $ | 7,446                  |   |  | $ | (24,136   | ) |  |   | 124,922   
|                                                         |  |                        |           |   |                            |   |           |                       |  |                       |           |  |                      |           |   |                     |   |         |                            |  |   |                        |   |  |   |           |   |  |   |           
|Income taxes                                             |  |                        |           |   |                            |   |           |                       |  |                       |           |  |                      |           |   |                     |   |         |                            |  |   |                        |   |  |   |           |   |  |   | 42,474    
|                                                         |  |                        |           |   |                            |   |           |                       |  |                       |           |  |                      |           |   |                     |   |         |                            |  |   |                        |   |  |   |           |   |  |   |           
|Net Income                                               |  |                        |           |   |                            |   |           |                       |  |                       |           |  |                      |           |   |                     |   |         |                            |  |   |                        |   |  |   |           |   |  | $ | 82,448    
|                                                         |  |                        |           |   |                            |   |           |                       |  |                       |           |  |                      |           |   |                     |   |         |                            |  |   |                        |   |  |   |           |   |  |   |           
|Total Assets                                             |  | $                      | 6,254,319 |   |                            | $ | 1,642,516 |                       |  | $                     | 3,855,485 |  | $                    | 1,255,529 |   |                     | $ | 740,469 |                            |  | $ | 965,150                |   |  | $ | 2,879,551 |   |  | $ | 17,593,019
|Total Deposits                                           |  | $                      | 5,182,723 |   |                            | $ | 251,065   |                       |  | $                     | 3,656,799 |  | $                    | 732,797   |   |                     | $ | 454,714 |                            |  | $ | 501,710                |   |  | $ | 267,237   |   |  | $ | 11,047,045





15



---

##### Table of Contents

THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES



NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS(Continued)



|                                                         |  |                       |           |   |                            |   |           |                       |  |                       |           |  |                      |           |   |                     |   |         |                            |  |   |                        |   |  |   |           |   |  |   |           
|-------------------------------------------------------- |  | --------------------- | --------- | - | -------------------------- | - | --------- | --------------------- |  | --------------------- | --------- |  | -------------------- | --------- | - | ------------------- | - | ------- | -------------------------- |  | - | ---------------------- | - |  | - | --------- | - |  | - | ----------
|                                                         |  | Florida Regional Bank |           |   | Florida Mortgage Warehouse |   |           | Alabama Regional Bank |  | Georgia Regional Bank |           |  | Nevada Regional Bank |           |   | Texas Regional Bank |   |         | Corporate/ Treasury/ Other |  |   | Consolidated BancGroup
|                                                         |  | (In thousands)       
|Three Months Ended June 30, 2005                         |  |                       |           |   |                            |   |           |                       |  |                       |           |  |                      |           |   |                     |   |         |                            |  |   |                        |   |  |   |           |   |  |   |           
|Net interest income before intersegment income / expense |  | $                     | 83,557    |   |                            | $ | 20,618    |                       |  | $                     | 29,139    |  | $                    | 17,034    |   |                     | $ | 11,821  |                            |  | $ | 15,854                 |   |  | $ | (600      | ) |  | $ | 177,423   
|Intersegment interest income / expense                   |  |                       | (2,720    | ) |                            |   | (6,247    | )                     |  |                       | 8,570     |  |                      | (4,228    | ) |                     |   | (1,419  | )                          |  |   | (4,484                 | ) |  |   | 10,528    |   |  |   |          
|                                                         |  |                       |           |   |                            |   |           |                       |  |                       |           |  |                      |           |   |                     |   |         |                            |  |   |                        |   |  |   |           |   |  |   |           
|Net interest income                                      |  |                       | 80,837    |   |                            |   | 14,371    |                       |  |                       | 37,709    |  |                      | 12,806    |   |                     |   | 10,402  |                            |  |   | 11,370                 |   |  |   | 9,928     |   |  |   | 177,423   
|Provision for loan losses                                |  |                       | 2,377     |   |                            |   | 1,477     |                       |  |                       | 967       |  |                      | 150       |   |                     |   | 426     |                            |  |   | 583                    |   |  |   | 3,030     |   |  |   | 9,010     
|Noninterest income                                       |  |                       | 13,138    |   |                            |   | 4,423     |                       |  |                       | 20,405    |  |                      | 2,092     |   |                     |   | 1,611   |                            |  |   | 1,226                  |   |  |   | 6,866     |   |  |   | 49,761    
|Noninterest expense                                      |  |                       | 52,838    |   |                            |   | 1,703     |                       |  |                       | 26,668    |  |                      | 7,033     |   |                     |   | 5,965   |                            |  |   | 6,861                  |   |  |   | 30,679    |   |  |   | 131,747   
|                                                         |  |                       |           |   |                            |   |           |                       |  |                       |           |  |                      |           |   |                     |   |         |                            |  |   |                        |   |  |   |           |   |  |   |           
|Income/(loss) before income taxes                        |  | $                     | 38,760    |   |                            | $ | 15,614    |                       |  | $                     | 30,479    |  | $                    | 7,715     |   |                     | $ | 5,622   |                            |  | $ | 5,152                  |   |  | $ | (16,915   | ) |  |   | 86,427    
|                                                         |  |                       |           |   |                            |   |           |                       |  |                       |           |  |                      |           |   |                     |   |         |                            |  |   |                        |   |  |   |           |   |  |   |           
|Income taxes                                             |  |                       |           |   |                            |   |           |                       |  |                       |           |  |                      |           |   |                     |   |         |                            |  |   |                        |   |  |   |           |   |  |   | 28,953    
|                                                         |  |                       |           |   |                            |   |           |                       |  |                       |           |  |                      |           |   |                     |   |         |                            |  |   |                        |   |  |   |           |   |  |   |           
|Net Income                                               |  |                       |           |   |                            |   |           |                       |  |                       |           |  |                      |           |   |                     |   |         |                            |  |   |                        |   |  |   |           |   |  | $ | 57,474    
|                                                         |  |                       |           |   |                            |   |           |                       |  |                       |           |  |                      |           |   |                     |   |         |                            |  |   |                        |   |  |   |           |   |  |   |           
|Total Assets                                             |  | $                     | 9,204,007 |   |                            | $ | 2,334,523 |                       |  | $                     | 3,874,525 |  | $                    | 1,357,045 |   |                     | $ | 829,114 |                            |  | $ | 1,181,315              |   |  | $ | 2,203,779 |   |  | $ | 20,984,308
|Total Deposits                                           |  | $                     | 7,833,646 |   |                            | $ | 423,461   |                       |  | $                     | 3,745,626 |  | $                    | 765,805   |   |                     | $ | 598,546 |                            |  | $ | 515,623                |   |  | $ | 264,028   |   |  | $ | 14,146,735
|                                                         |  |                       |           |   |                            |   |           |                      
|Three Months Ended June 30, 2004                         |  |                       |           |   |                            |   |           |                       |  |                       |           |  |                      |           |   |                     |   |         |                            |  |   |                        |   |  |   |           |   |  |   |           
|Net interest income before intersegment income / expense |  | $                     | 53,637    |   |                            | $ | 17,803    |                       |  | $                     | 28,756    |  | $                    | 12,530    |   |                     | $ | 10,108  |                            |  | $ | 10,907                 |   |  | $ | 9,894     |   |  | $ | 143,635   
|Intersegment income / expense                            |  |                       | 5,137     |   |                            |   | (3,119    | )                     |  |                       | 10,122    |  |                      | (114      | ) |                     |   | (691    | )                          |  |   | (1,409                 | ) |  |   | (9,926    | ) |  |   |          
|                                                         |  |                       |           |   |                            |   |           |                       |  |                       |           |  |                      |           |   |                     |   |         |                            |  |   |                        |   |  |   |           |   |  |   |           
|Net interest income (expense)                            |  |                       | 58,774    |   |                            |   | 14,684    |                       |  |                       | 38,878    |  |                      | 12,416    |   |                     |   | 9,417   |                            |  |   | 9,498                  |   |  |   | (32       | ) |  |   | 143,635   
|Provision for loan losses                                |  |                       | 2,999     |   |                            |   | (73       | )                     |  |                       | 1,902     |  |                      | 337       |   |                     |   | 376     |                            |  |   | 470                    |   |  |   | 508       |   |  |   | 6,519     
|Noninterest income                                       |  |                       | 10,371    |   |                            |   | 880       |                       |  |                       | 12,425    |  |                      | 2,385     |   |                     |   | 1,352   |                            |  |   | 1,470                  |   |  |   | 4,361     |   |  |   | 33,244    
|Noninterest expense                                      |  |                       | 36,533    |   |                            |   | 1,404     |                       |  |                       | 28,946    |  |                      | 6,828     |   |                     |   | 5,525   |                            |  |   | 6,614                  |   |  |   | 18,852    |   |  |   | 104,702   
|                                                         |  |                       |           |   |                            |   |           |                       |  |                       |           |  |                      |           |   |                     |   |         |                            |  |   |                        |   |  |   |           |   |  |   |           
|Income/(loss) before income taxes                        |  | $                     | 29,613    |   |                            | $ | 14,233    |                       |  | $                     | 20,455    |  | $                    | 7,636     |   |                     | $ | 4,868   |                            |  | $ | 3,884                  |   |  | $ | (15,031   | ) |  |   | 65,658    
|                                                         |  |                       |           |   |                            |   |           |                       |  |                       |           |  |                      |           |   |                     |   |         |                            |  |   |                        |   |  |   |           |   |  |   |           
|Income taxes                                             |  |                       |           |   |                            |   |           |                       |  |                       |           |  |                      |           |   |                     |   |         |                            |  |   |                        |   |  |   |           |   |  |   | 22,324    
|                                                         |  |                       |           |   |                            |   |           |                       |  |                       |           |  |                      |           |   |                     |   |         |                            |  |   |                        |   |  |   |           |   |  |   |           
|Net Income                                               |  |                       |           |   |                            |   |           |                       |  |                       |           |  |                      |           |   |                     |   |         |                            |  |   |                        |   |  |   |           |   |  | $ | 43,334    
|                                                         |  |                       |           |   |                            |   |           |                       |  |                       |           |  |                      |           |   |                     |   |         |                            |  |   |                        |   |  |   |           |   |  |   |           
|Total Assets                                             |  | $                     | 6,254,319 |   |                            | $ | 1,642,516 |                       |  | $                     | 3,855,485 |  | $                    | 1,255,529 |   |                     | $ | 740,469 |                            |  | $ | 965,150                |   |  | $ | 2,879,551 |   |  | $ | 17,593,019
|Total Deposits                                           |  | $                     | 5,182,723 |   |                            | $ | 251,065   |                       |  | $                     | 3,656,799 |  | $                    | 732,797   |   |                     | $ | 454,714 |                            |  | $ | 501,710                |   |  | $ | 267,237   |   |  | $ | 11,047,045



Note G: Long-Term Borrowings



In the second quarter of 2005, Colonial prepaid $605
million in long-term borrowings bearing interest at a weighted average rate of 3.92% and unwound the related interest rate swaps, with notional values totaling $60 million. These prepayments resulted in early extinguishment losses of $5.6 million.



In March 2005, Colonial prepaid $200 million in long-term
borrowings bearing interest at a weighted average rate of 4.98% resulting in early extinguishment losses of $2.3 million.



16



---

##### Table of Contents

THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES



NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS(Continued)



Note H: Guarantees



Standby letters of credit are contingent commitments issued by Colonial Bank generally to guarantee the performance of a customer to a third party. A
financial standby letter of credit is a commitment by Colonial Bank to guarantee a customers repayment of an outstanding loan or debt instrument. In a performance standby letter of credit, Colonial Bank guarantees a customers performance
under a contractual nonfinancial obligation for which it receives a fee. These guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing and similar transactions. The Company
holds various assets as collateral supporting those commitments for which collateral is deemed necessary. FASB Interpretation No. 45, Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others, requires the fair value of these commitments to be recorded on the balance sheet. The fair value of the commitment typically approximates the fee received from the customer for issuing such commitments. The amount
recorded for fees as of June 30, 2005 was not material to the Companys consolidated balance sheet. At June 30, 2005, Colonial Bank had standby letters of credit outstanding with maturities ranging from less than one year up to 15 years. The
maximum potential amount of future undiscounted payments the Company could be required to make under outstanding standby letters of credit was $219 million.



Note I: Derivatives



BancGroup maintains positions in derivative financial instruments to manage interest rate risk and facilitate asset/liability management strategies. The
fair value of derivatives are recorded in other assets or other liabilities.



Fair Value Hedges



At June 30, 2005,
BancGroup had interest rate swap positions on subordinated debt, junior subordinated debt, brokered CDs, long-term FHLB advances and fixed rate loans, which effectively converted their fixed rates to floating. The critical terms of the
interest rate swaps match the terms of the corresponding hedged items. There were no hedging gains and losses resulting from hedge ineffectiveness recognized for the six months ended June 30, 2005 and 2004. The related balances of all interest rate
swaps by category as of June 30, 2005 are shown below:



|                    |  |                |         |           |   |        |                           |  |                                    
|------------------- |  | -------------- | ------- | --------- | - | ------ | ------------------------- |  | -----------------------------------
|Derivative Type     |  | NotionalAmount |         | FairValue |   |        | Asset or Liability Hedged
|(In thousands)     
|Interest rate swaps |  | $              | 270,000 |           | $ | 12,523 |                           |  | Fixed Rate Junior Subordinated Debt
|Interest rate swaps |  |                | 515,000 |           |   | 12,787 |                           |  | Fixed Rate Long-Term FHLB Advances 
|Interest rate swaps |  |                | 250,000 |           |   | 14,318 |                           |  | Fixed Rate Subordinated Debt       
|Interest rate swaps |  |                | 120,000 |           |   | (1,640 | )                         |  | Fixed Rate Brokered CDs           
|Interest rate swaps |  |                | 5,777   |           |   | (34    | )                         |  | Fixed Rate Commercial Loans        



Cash Flow Hedges



During the second quarter of 2005, Colonial entered
into interest rate swap agreements to hedge the cash flows of variable rate loans, which effectively converted their floating rates to fixed. The initial and ongoing assessments of hedge effectiveness as well as the periodic measurements of hedge
ineffectiveness are performed using the change in variable cash flows method. The derivatives are recorded at fair value in other assets with an offsetting entry, net of taxes, recorded in other comprehensive income. There were no cash flow hedging
gains or losses resulting from hedge ineffectiveness recognized for either the three or six month periods ended June 30, 2005. Amounts included in other comprehensive income are not required to be amortized to earnings (unless



17



---

##### Table of Contents

THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES



NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS(Continued)



a swap is terminated) because amortization occurs automatically through the accounting for the cash flows of the swaps as adjustments to interest income each
period. At June 30, 2005, the cash flow hedges had a notional value of $750 million, fair value of ($398,500), and average maturity of approximately 3 years.



Commitments to Originate and Sell Mortgage Loans



BancGroup, as part of its retail mortgage loan production activities, routinely enters into short-term commitments to originate fixed rate loans. Most of
the loans will be sold to third party correspondent banks upon closing. For those loans, BancGroup enters into individual forward sales commitments at the same time the commitment to originate is finalized. While the forward sales commitments
function as an economic hedge and effectively eliminate BancGroups financial risk of rate changes during the rate lock period, both the commitment to originate mortgage loans that will be sold and the commitment to sell the mortgage loans are
derivatives, the fair values of which are essentially equal and offsetting. The fair values are calculated based on changes in market interest rates after the commitment date. The notional amounts of these mortgage loan origination commitments and
the related forward sales commitments were $39.3 million at June 30, 2005. The unrealized gains/losses of the origination and sales commitments were not material at June 30, 2005.



BancGroup has also executed individual forward sales commitments related to short-term participations in mortgage loans and
retail mortgage loans, which are all classified as loans held for sale. The forward sales commitments related to the short-term participations allow BancGroup to sell the mortgage loan participations to investor institutions for an amount equal to
BancGroups original acquisition cost. The Company has designated these commitments as fair value hedges of the short-term participations. The forward sales commitments on retail mortgage loans function as an economic offset and mitigate the
Companys market risk on these loans. The notional values of the forward sales commitments on short-term participations and retail mortgage loans at June 30, 2005 were $702.6 million and $47.3 million, respectively. The fair value of the
forward sales commitments on the short-term participations was a gain of $87,000 at June 30, 2005, which was offset by a loss of $87,000 on the short-term participations. The fair value of the sales commitments on retail mortgage loans was
immaterial.



Options



BancGroup from time to time enters into over-the-counter option contracts on
bonds in its securities portfolio. SFAS No. 133 requires that the fair value of these option contracts be recorded in the financial statements. However, there were no option contracts outstanding as of June 30, 2005 and 2004.



Note J: Stock-Based Compensation



SFAS No. 123, Accounting for Stock-Based Compensation, defines a fair
value based method of accounting for an employee stock option or similar equity instrument. However, SFAS No. 123 allows an entity to continue to measure compensation costs for those plans using the intrinsic value based method of accounting
prescribed by APB Opinion No. 25, Accounting for Stock Issued to Employees. Entities electing to remain with the accounting in Opinion No. 25 must make pro forma disclosures of net income and earnings per share as if the fair value based
method of accounting defined in SFAS No. 123 had been applied. Under the fair value based method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting
period. Under the intrinsic value based method, compensation cost is the excess, if any, of the quoted market price of the stock at the grant date or other measurement date over the amount an employee must pay to acquire the stock. BancGroup has
elected to continue to measure compensation cost for its stock option plans under the provisions in Opinion No. 25 and has calculated the fair value of outstanding options for purposes of pro forma disclosure utilizing the Black-Scholes method.



18



---

##### Table of Contents

THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES



NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS(Continued)



The Black-Scholes option valuation model was developed for use in estimating the fair value of traded
options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Companys employee stock
options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, the existing models do not necessarily provide a reliable
single measure of the fair value of its employee stock options.



The majority of the Companys options granted vest ratably over a period of five years; therefore for purposes of pro forma disclosures, the compensation expense related to these options has been allocated over the vesting period.



The Companys actual and pro forma information follows:



|                                                                                                                           |  |                                       |         |   |                            |   |        |      |  |   |        |   |  |   |        |  
|-------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------- | ------- | - | -------------------------- | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                                                                                                           |  | Six Months EndedJune 30,              |         |   | Three Months EndedJune 30, |  
|                                                                                                                           |  | 2005                                  |         |   | 2004                       |   |        | 2005 |  |   | 2004   |  
|                                                                                                                           |  | (In thousands, except per share data) |        
|Net income:                                                                                                                |  |                                       |         |   |                            |   |        |      |  |   |        |   |  |   |        |  
|As reported                                                                                                                |  | $                                     | 109,965 |   |                            | $ | 82,448 |      |  | $ | 57,474 |   |  | $ | 43,334 |  
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards,net of tax |  |                                       | (731    | ) |                            |   | (730   | )    |  |   | (330   | ) |  |   | (371   | )
|                                                                                                                           |  |                                       |         |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Pro forma net income                                                                                                       |  | $                                     | 109,234 |   |                            | $ | 81,718 |      |  | $ | 57,144 |   |  | $ | 42,963 |  
|                                                                                                                           |  |                                       |         |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Basic earnings per share:                                                                                                  |  |                                       |         |   |                            |   |        |      |  |   |        |   |  |   |        |  
|As reported                                                                                                                |  | $                                     | 0.76    |   |                            | $ | 0.64   |      |  | $ | 0.38   |   |  | $ | 0.33   |  
|Pro forma                                                                                                                  |  | $                                     | 0.76    |   |                            | $ | 0.64   |      |  | $ | 0.38   |   |  | $ | 0.33   |  
|Diluted earnings per share                                                                                                 |  |                                       |         |   |                            |   |        |      |  |   |        |   |  |   |        |  
|As reported                                                                                                                |  | $                                     | 0.75    |   |                            | $ | 0.64   |      |  | $ | 0.38   |   |  | $ | 0.33   |  
|Pro forma                                                                                                                  |  | $                                     | 0.75    |   |                            | $ | 0.63   |      |  | $ | 0.38   |   |  | $ | 0.33   |  



Note K: Pension Plan



BancGroup and subsidiaries are participants in a pension
plan that covers most employees who have met certain age and length of service requirements. The plan provides benefits based on final average earnings, covered compensation, and years of benefit service. Actuarial computations for financial
reporting purposes are based on the projected unit credit method. The measurement date is June 30. Based on current actuarial projections, BancGroup will not be required to make a contribution to the plan in 2005. However, BancGroup assesses the
funded status of the plan quarterly and may, at its discretion, make contributions even when not required. Currently, BancGroup does not expect to make a material contribution during 2005.



19



---

##### Table of Contents

THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES



NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS(Continued)



Employee pension benefit plan status at June 30:



|                                        |  |                           |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|--------------------------------------- |  | ------------------------- | ------ | - | -------------------------- | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                        |  | Six Months Ended June 30, |        |   | Three MonthsEnded June 30, |  
|                                        |  | 2005                      |        |   | 2004                       |   |        | 2005 |  |   | 2004   |  
|                                        |  | (In thousands)            |       
|Components of net periodic benefit cost |  |                           |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Service cost                            |  | $                         | 3,456  |   |                            | $ | 2,935  |      |  | $ | 1,612  |   |  | $ | 1,521  |  
|Interest cost                           |  |                           | 2,174  |   |                            |   | 1,955  |      |  |   | 1,018  |   |  |   | 1,019  |  
|Expected return on plan assets          |  |                           | (2,450 | ) |                            |   | (2,021 | )    |  |   | (1,230 | ) |  |   | (1,010 | )
|Amortization of transition asset        |  |                           |       |   |                            |   | (2     | )    |  |   |       |   |  |   | (1     | )
|Amortization of prior service cost      |  |                           | 5      |   |                            |   | 4      |      |  |   | 2      |   |  |   | 2      |  
|Amortization of actuarial loss          |  |                           | 548    |   |                            |   | 403    |      |  |   | 236    |   |  |   | 216    |  
|                                        |  |                           |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Net periodic benefit cost               |  | $                         | 3,733  |   |                            | $ | 3,274  |      |  | $ | 1,638  |   |  | $ | 1,747  |  
|                                        |  |                           |        |   |                            |   |        |      |  |   |        |   |  |   |        |  



Note L: Securities



The following table reflects gross unrealized losses and market value,
aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at June 30, 2005.



|                                                                             |  |                     |           |                  |                   |        |             |       |                  |         |  |             |         |                  |  |   |           |  |   |         |  
|---------------------------------------------------------------------------- |  | ------------------- | --------- | ---------------- | ----------------- | ------ | ----------- | ----- | ---------------- | ------- |  | ----------- | ------- | ---------------- |  | - | --------- |  | - | ------- | -
|                                                                             |  | Less than 12 months |           |                  | 12 months or more |        |             | Total |                 
|Description of Securities                                                    |  | MarketValue         |           | UnrealizedLosses |                   |        | MarketValue |       | UnrealizedLosses |         |  | MarketValue |         | UnrealizedLosses | 
|                                                                             |  | (In thousands)      |          
|U.S. Treasury obligations and direct obligations of U.S. Government agencies |  | $                   | 17,828    |                  | $                 | (234   | )           |       | $                | 171,131 |  | $           | (4,000  | )                |  | $ | 188,959   |  | $ | (4,234  | )
|Obligations of state and political subdivisions                              |  |                     | 571       |                  |                   | (2     | )           |       |                  |        |  |             |        |                  |  |   | 571       |  |   | (2      | )
|Federal Agency mortgage-backed securities                                    |  |                     | 48,021    |                  |                   | (164   | )           |       |                  | 191,721 |  |             | (4,780  | )                |  |   | 239,742   |  |   | (4,944  | )
|Federal Agency collateralized mortgage obligations                           |  |                     | 324,271   |                  |                   | (3,422 | )           |       |                  | 86,434  |  |             | (2,044  | )                |  |   | 410,705   |  |   | (5,466  | )
|Private collateralized mortgage obligations                                  |  |                     | 1,092,897 |                  |                   | (6,010 | )           |       |                  | 269,507 |  |             | (4,526  | )                |  |   | 1,362,404 |  |   | (10,536 | )
|Corporate notes                                                              |  |                     | 2,005     |                  |                   | (2     | )           |       |                  |        |  |             |        |                  |  |   | 2,005     |  |   | (2      | )
|                                                                             |  |                     |           |                  |                   |        |             |       |                  |         |  |             |         |                  |  |   |           |  |   |         |  
|Total temporarily impaired securities                                        |  | $                   | 1,485,593 |                  | $                 | (9,834 | )           |       | $                | 718,793 |  | $           | (15,350 | )                |  | $ | 2,204,386 |  | $ | (25,184 | )
|                                                                             |  |                     |           |                  |                   |        |             |       |                  |         |  |             |         |                  |  |   |           |  |   |         |  



The securities above
consist of Treasury notes and government agency debentures, municipal obligations, mortgage-backed securities, agency collateralized mortgage obligations (CMOs) and mortgage backed securities, AAA-rated private CMOs and corporate notes.
As of June 30, 2005, there were 115 securities carried at an unrealized loss relating to the level of interest rates prevailing in the market. Because of the creditworthiness of the issuers and because the future direction of interest rates is
unknown, the impairments are deemed to be temporary. The severity and duration of such impairments are determined by the level of interest rates set by the market. Additionally, BancGroup has the ability to retain these securities until maturity
when full repayment would be received. There are also no known current funding needs which would require their liquidation.



20



---

##### Table of Contents

THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES



NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS(Continued)



Note M: Sales and Servicing of Financial Assets



During the first quarter of 2005, the Company structured a facility in which it sold certain mortgage warehouse loans and
mortgage loans held for sale to a wholly-owned SPE which then sold interests in those assets to third-party commercial paper conduits. Refer to Note A for further information regarding accounting for these transactions.



Total cash proceeds from the sales of interests in these assets to the
conduits during the first quarter of 2005 were $750 million, attributable to $435 million of mortgage warehouse loans and $315 million of loans held for sale. Total cash proceeds from sales during the second quarter of 2005 were $250 million,
attributable to $138 million of mortgage warehouse loans and $112 million of loans held for sale. Based on the structure of these transactions, the Companys only retained interest is the assets retained in the SPE as a first risk of loss
position. No gain or loss was recorded at the time of sale. The Company receives servicing income based on a percentage of the outstanding balance of assets sold. During the first quarter of 2005, the Company recognized approximately $400,000 of
noninterest income related to these transactions, of which $188,000 was servicing income, but no cash was received. During the second quarter of 2005, the Company recognized approximately $3.5 million of noninterest income related to these
transactions, of which $2.1 million was servicing income, and received $2.5 million in cash.



The following table presents a summary of the components of managed financial assets, representing both owned and sold assets, along with quantitative information about delinquencies and net credit losses:



|                         |  |                     |            |                                  |   |                                |  |                  |            |                |   |                  |  |   |            |  |   |       
|------------------------ |  | ------------------- | ---------- | -------------------------------- | - | ------------------------------ |  | ---------------- | ---------- | -------------- | - | ---------------- |  | - | ---------- |  | - | ------
|                         |  | As of June 30, 2005 |            | Three Months Ended June 30, 2005 |   | Six Months Ended June 30, 2005
|                         |  | PrincipalBalance    |            | Loans past due30 days or more    |   | AverageBalance                 |  | Net CreditLosses |            | AverageBalance |   | Net CreditLosses
|                         |  | (In thousands)     
|Loans                    |  |                     |            |                                  |   |                                |  |                  |            |                |   |                  |  |   |            |  |   |       
|Assets managed           |  | $                   | 15,150,701 |                                  | $ | 65,272                         |  | $                | 14,411,224 |                | $ | 5,298            |  | $ | 13,821,456 |  | $ | 12,313
|less: interests sold     |  |                     | 573,311    |                                  |   |                               |  |                  | 441,953    |                |   |                 |  |   | 241,446    |  |   |      
|                         |  |                     |            |                                  |   |                                |  |                  |            |                |   |                  |  |   |            |  |   |       
|Assets held in portfolio |  | $                   | 14,577,390 |                                  | $ | 65,272                         |  | $                | 13,969,271 |                | $ | 5,298            |  | $ | 13,580,010 |  | $ | 12,313
|                         |  |                     |            |                                  |   |                                |  |                  |            |                |   |                  |  |   |            |  |   |       
|Loans held for sale      |  |                     |            |                                  |   |                                |  |                  |            |                |   |                  |  |   |            |  |   |       
|Assets managed           |  | $                   | 1,177,920  |                                  | $ |                               |  | $                | 1,016,156  |                | $ |                 |  | $ | 886,852    |  | $ |      
|less: interests sold     |  |                     | 426,689    |                                  |   |                               |  |                  | 387,721    |                |   |                 |  |   | 212,976    |  |   |      
|                         |  |                     |            |                                  |   |                                |  |                  |            |                |   |                  |  |   |            |  |   |       
|Assets held in portfolio |  | $                   | 751,231    |                                  | $ |                               |  | $                | 628,435    |                | $ |                 |  | $ | 673,876    |  | $ |      
|                         |  |                     |            |                                  |   |                                |  |                  |            |                |   |                  |  |   |            |  |   |       



Note N: Variable Interest Entities



As discussed in Note M, the Company sells certain
financial assets to a wholly-owned SPE which then sells interests in those assets to third-party commercial paper conduits. While the Company has a variable interest in these conduits, it is not considered to be the primary beneficiary, as the
Company does not retain the majority of the expected losses or returns. The Companys maximum exposure to loss at June 30, 2005 as a result of its involvement with these non-consolidated conduits is $50 million, which is the amount that would
be paid by the Company in the event of credit-related defaults.



There has been no material change in the Companys other variable interest entities. Refer to the Companys 2004 Annual Report on Form 10-K for additional information.



21



---

##### Table of Contents

THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES



NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS(Continued)



Note O: Capital Stock



On June 24, 2005, the Company entered into an accelerated share repurchase agreement to buy back shares of the
Companys common stock at a total initial cost of approximately $30 million. The agreement is subject to a future contingent purchase price adjustment based on the volume weighted average price of the Companys stock over the life of the
agreement. The agreement matures on September 30, 2005, but it may be settled at an earlier date at the counterpartys discretion. The purchase price adjustment can be settled, at the Companys option, in cash or in shares of its common
stock. If the Company elects to net share settle, the maximum number of shares that could be required to be issued is five million. Pursuant to EITF 99-7, Accounting for an Accelerated Share Repurchase Program, the transaction was accounted
for in the third quarter as two separate transactions: (a) as shares of common stock acquired in a treasury stock transaction recorded on the acquisition date and (b) as a forward contract indexed to the Companys common stock. The treasury
stock purchased on July 7, 2005 was approximately 1.4 million shares, at a price of $22.06 per share, which is subject to the future contingent purchase price adjustments discussed previously. The forward contract is accounted for as an equity
instrument in accordance with EITF 00-19, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Companys Own Stock.



22



---

##### Table of Contents

Item 2. Managements Discussion And Analysis Of Financial Condition And Results Of Operations



Forward-Looking Statements



This discussion and analysis contains statements that are considered forward-looking statements within the meaning of the federal securities
laws. See page 3 for additional information regarding forward-looking statements.



Critical Accounting Policies



Accounting
policies considered relatively more critical due to either the subjectivity involved in the estimate and/or the potential impact that changes in the estimates can have on the reported financial results include the accounting for the allowance for
loan losses and the assessment of goodwill impairment. Information concerning these policies is included in the Critical Accounting Policies section of Managements Discussion and Analysis in BancGroups 2004 Annual Report on
Form 10-K. There were no significant changes in these accounting policies during the first six months of 2005.



Overview



The Colonial
BancGroup, Inc. is a $20.98 billion financial services company providing diversified services including retail and commercial banking, wealth management services, mortgage banking and insurance through its branch network, private banking offices or
officers, ATMs and the internet as well as other distribution channels to consumers and businesses. At June 30, 2005, BancGroups branch network consisted of 308 offices in Florida, Alabama, Georgia, Nevada, and Texas.



The following is a summary of approximate assets, deposits and branches by
state as of June 30, 2005.



|                |  |                   |  |                     |  |         
|--------------- |  | ----------------- |  | ------------------- |  | --------
|                |  | % of total Assets |  | % of total Deposits |  | Branches
|Florida         |  | 55%               |  | 58%                 |  | 158     
|Alabama         |  | 18%               |  | 27%                 |  | 106     
|Georgia         |  | 6%                |  | 5%                  |  | 20      
|Texas           |  | 6%                |  | 4%                  |  | 11      
|Nevada          |  | 4%                |  | 4%                  |  | 13      
|Corporate/Other |  | 11%               |  | 2%                  |  | 0       
|                |  |                   |  |                     |  |         
|Total           |  | 100%              |  | 100%                |  | 308     
|                |  |                   |  |                     |  |         



BancGroup had record
earnings for the quarter ended June 30, 2005 of $0.38 per diluted share, a 15% increase over the $0.33 recorded for the same quarter of the previous year. Net income for the quarter was $57.5 million, a 33% increase over the $43.3 million earned in
the second quarter of 2004. For the first six months of 2005, the Company reported $0.75 in net income per diluted share, a 17% increase over the $0.64 reported in the same period in 2004. Net income for the first six months of 2005 was $110.0
million, a 33% increase over the $82.4 million reported for the same period in 2004.



23



---

##### Table of Contents

Financial Condition



Changes in selected components of the Companys balance sheet from December 31, 2004 to June 30, 2005 are as follows:



|                                                        |  |                                                       |           |   |        
|------------------------------------------------------- |  | ----------------------------------------------------- | --------- | - | -------
|                                                        |  | December 31, 2004 to June 30, 2005Increase (Decrease)
|                                                        |  | Amount                                                |           | %
|                                                        |  | (Dollars in thousands)                               
|Securities available for sale and investment securities |  | $                                                     | (572,987) |   | (15.7)%
|Loans held for sale                                     |  |                                                       | 72,735    |   | 10.7%  
|Total loans, net:                                       |  |                                                       |           |   |        
|Mortgage warehouse loans                                |  |                                                       | (401,669) |   | (36.0)%
|All other loans, net of unearned income                 |  |                                                       | 2,121,248 |   | 18.1%  
|                                                        |  |                                                       |           |   |        
|Total loans, net of unearned income                     |  |                                                       | 1,719,579 |   | 13.4%  
|Total assets                                            |  |                                                       | 2,087,158 |   | 11.0%  
|Non-time deposits                                       |  |                                                       | 1,340,623 |   | 17.8%  
|Total deposits                                          |  |                                                       | 2,285,052 |   | 19.3%  
|Short-term borrowings                                   |  |                                                       | (26,577)  |   | (0.8)% 
|Long-term debt                                          |  |                                                       | (669,434) |   | (30.2)%
|Shareholders equity                                    |  |                                                       | 526,018   |   | 37.7%  



Securities



Securities available for sale and investment securities totaled $3.1 billion
or 14.7% of total assets at June 30, 2005 compared to $3.7 billion or 19.3% of total assets at December 31, 2004. At June 30, 2005, the Companys securities had an effective duration of 3.02 years. Securities of $40.6 million were sold during
the quarter ended March 31, 2005 at a net realized loss of $1.2 million. Additional securities of $745 million were sold during the quarter ended June 30, 2005 at a net realized loss of $3.5 million. Unrealized net losses on securities
available for sale changed from a pretax loss of $14.2 million at December 31, 2004 to a pretax loss of $16.3 million at June 30, 2005 due to increases in market rates.



Loans and Loans Held for Sale



Total loans, excluding mortgage warehouse lending, increased by $2.1 billion from the end of 2004. Excluding the impact of acquisitions, the sale of
branches and mortgage warehouse lending, total loans grew $551 million or 9.4% annualized from the end of 2004. This growth was spread geographically throughout our segments with 53% from Florida, 23% from Texas, 9% from Georgia, 6% from Nevada, 4%
from Alabama and 5% from other. Mortgage warehouse loans ended the second quarter of 2005 at $713 million compared to $1.1 billion at the end of 2004. This decrease was the result of the sale of loans to commercial paper conduits of $573 million
offset partially by internal growth of $172 million.



Loans
held for sale is made up of three components: mortgage warehouse, retail mortgages, and non-mortgage loans held for sale. Total loans held for sale increased $73 million from December 31, 2004 primarily due to internal growth of $473 million in the
mortgage warehouse component offset by the sale of $427 million to commercial paper conduits. In addition, the retail mortgage component grew $26 million for the same period. The purpose of the mortgage warehouse component of loans held for sale is
to accommodate the funding needs of mortgage company customers, therefore these balances, as well as the retail mortgage balances, fluctuate as demand for residential mortgages change.



24



---

##### Table of Contents

The following table reflects the Companys loan mix.



Gross Loans By Category



|                                        |  |                |            |                  |   |           
|--------------------------------------- |  | -------------- | ---------- | ---------------- | - | ----------
|                                        |  | June 30, 2005  |            | December 31,2004
|                                        |  | (In thousands)
|Commercial, financial, and agricultural |  | $              | 1,123,589  |                  | $ | 1,007,686 
|Real estate-commercial                  |  |                | 4,554,071  |                  |   | 4,265,700 
|Real estate-construction                |  |                | 4,907,635  |                  |   | 3,925,972 
|Residential-real estate                 |  |                | 2,938,564  |                  |   | 2,223,889 
|Consumer                                |  |                | 235,146    |                  |   | 187,315   
|Mortgage warehouse                      |  |                | 713,254    |                  |   | 1,114,923 
|Other                                   |  |                | 105,131    |                  |   | 132,326   
|                                        |  |                |            |                  |   |           
|Total loans, net of unearned income     |  | $              | 14,577,390 |                  | $ | 12,857,811
|                                        |  |                |            |                  |   |           



The current
distribution of commercial real estate and construction loans remains diverse in location, size, and collateral function. This diversification, in addition to our emphasis on quality underwriting, serves to reduce the risk of losses. The following
charts reflect the geographic diversity and property type distribution of construction and commercial real estate loans at June 30, 2005.



|                     |  |                |           |           |        |                       |   |           |  |       
|-------------------- |  | -------------- | --------- | --------- | ------ | --------------------- | - | --------- |  | ------
|                     |  | Construction   |           | % ofTotal |        | CommercialReal Estate |   | % ofTotal
|                     |  | (In thousands)
|Average Loan Size    |  | $              | 583       |           |        |                       | $ | 601       |  |       
|Geographic Diversity |  |                |           |           |        |                       |   |           |  |       
|Florida              |  | $              | 2,675,750 |           | 54.5%  |                       | $ | 2,522,180 |  | 55.4% 
|Alabama              |  |                | 543,683   |           | 11.1%  |                       |   | 747,521   |  | 16.4% 
|Georgia              |  |                | 514,243   |           | 10.5%  |                       |   | 485,365   |  | 10.7% 
|Nevada               |  |                | 407,107   |           | 8.3%   |                       |   | 182,831   |  | 4.0%  
|Texas                |  |                | 585,198   |           | 11.9%  |                       |   | 275,524   |  | 6.0%  
|Other                |  |                | 181,654   |           | 3.7%   |                       |   | 340,650   |  | 7.5%  
|                     |  |                |           |           |        |                       |   |           |  |       
|Total                |  | $              | 4,907,635 |           | 100.0% |                       | $ | 4,554,071 |  | 100.0%
|                     |  |                |           |           |        |                       |   |           |  |       



25



---

##### Table of Contents

|                                 |  |                                   |  |                |  |                                   |  |                       |  |               
|-------------------------------- |  | --------------------------------- |  | -------------- |  | --------------------------------- |  | --------------------- |  | --------------
|                                 |  | % of Property TypeDistribution to |  |                |  | % of Property TypeDistribution to
|Property Distribution            |  | ConstructionPortfolio             |  | TotalPortfolio |  |                                   |  | CommercialReal Estate |  | TotalPortfolio
|Residential Development and Lots |  | 28.2%                             |  | 9.5%           |  | Retail                            |  | 26.5%                 |  | 8.3%          
|Land Only                        |  | 21.7%                             |  | 7.3%           |  | Office                            |  | 18.2%                 |  | 5.7%          
|Residential Home Construction    |  | 17.2%                             |  | 5.8%           |  | Multi-Family                      |  | 11.8%                 |  | 3.7%          
|Condominium                      |  | 9.5%                              |  | 3.2%           |  | Warehouse                         |  | 11.5%                 |  | 3.6%          
|Retail                           |  | 7.1%                              |  | 2.4%           |  | Other*                            |  | 10.2%                 |  | 3.2%          
|Other*                           |  | 5.9%                              |  | 2.0%           |  | Lodging                           |  | 7.3%                  |  | 2.3%          
|Commercial Development           |  | 4.2%                              |  | 1.4%           |  | Healthcare                        |  | 6.3%                  |  | 1.9%          
|Office                           |  | 4.1%                              |  | 1.4%           |  | Church or School                  |  | 4.2%                  |  | 1.3%          
|Multi-Family                     |  | 2.1%                              |  | 0.7%           |  | Recreation                        |  | 2.5%                  |  | 0.8%          
|                                 |  |                                   |  |                |  |                                   |  |                       |  |               
|                                 |  |                                   |  |                |  | Industrial                        |  | 1.5%                  |  | 0.4%          
|                                 |  |                                   |  |                |  |                                   |  |                       |  |               
|Total Construction               |  | 100.0%                            |  | 33.7%          |  | Total Commercial Real Estate      |  | 100.0%                |  | 31.2%         
|                                 |  |                                   |  |                |  |                                   |  |                       |  |               

---

|* | Other includes all loans in categories smaller than the lowest percentages shown above.
|- | ---------------------------------------------------------------------------------------



Selected Characteristics of the 75 Largest Construction and Commercial Real Estate Loans



|                                               |  |              |           |   |                       |   |         |  
|---------------------------------------------- |  | ------------ | --------- | - | --------------------- | - | ------- | -
|                                               |  | Construction |           |   | CommercialReal Estate |  
|75 Largest Loans Total (in thousands)          |  | $            | 1,198,605 |   |                       | $ | 760,305 |  
|% of 75 largest loans to category total        |  |              | 24.4      | % |                       |   | 16.7    | %
|Average Loan to Value Ratio (75 largest loans) |  |              | 67.9      | % |                       |   | 67.7    | %
|Average Debt Coverage Ratio (75 largest loans) |  |              | N/A       |   |                       |   | 1.46x   |  



Commercial real
estate and construction loans combined had growth, excluding acquisitions, of $423 million, or 5.2%, from December 31, 2004 to June 30, 2005. Geographically, the Florida locations continue to contribute most of the growth in these particular
portfolios. The acquisition of Union in February 2005 contributed an additional $478 million to these portfolios and the acquisition of FFLC in May 2005 contributed an additional $369 million. Colonial continues to focus its commercial real estate
and construction growth efforts on high quality properties owned and/or developed by experienced customers with whom we have established relationships. Substantially all construction and commercial real estate loans have personal guarantees of the
principals involved.



Residential real estate loans represent
approximately 20% and 17% of total loans at June 30, 2005 and December 31, 2004, respectively. These loans are primarily adjustable rate first and second mortgages on single-family, owner-occupied properties.



BancGroups mortgage warehouse lending division provides lines of credit
collateralized by residential mortgage loans to mortgage origination companies. Mortgage warehouse loans outstanding at June 30, 2005 and December 31, 2004 were $713 million and $1.1 billion, respectively, with unfunded commitments of $560 million
and $771 million at June 30, 2005 and December 31, 2004, respectively.



The Company has 44 credits with commitments (funded and unfunded) of $881 million that fall within the bank regulatory definition of a Shared National Credit (generally defined as a total loan commitment in excess of $20 million
that is shared by three or more lenders). The largest outstanding amount the Company has to any single borrower is $81 million (which is a mortgage warehouse lending credit), with the smallest credit being approximately $20,000. At June 30, 2005,
$551 million of these commitments were funded.



26



---

##### Table of Contents

Although by definition these commitments are considered Shared National Credits, BancGroups loan
officers have established long-term relationships with most of these borrowers. These commitments are comprised of the following:



| |  |  | 66% - mortgage warehouse lines to 18 large institutions,
| | - |  | --------------------------------------------------------



| |  |  | 32% - 25 commercial real estate credit facilities to companies with headquarters, or principals, located within Colonials existing markets, and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 2% - one operating facility to a large national insurance company.
| | - |  | ------------------------------------------------------------------



Management believes that these are sound participations involving credits that are consistent with Colonial Banks lending philosophy and meet its
conservative underwriting guidelines.



Summary Of Loan Loss Experience



|                                                                        |  |                  |         |   |                    |   |         |              |  |   |              |   |  |   |         |  
|----------------------------------------------------------------------- |  | ---------------- | ------- | - | ------------------ | - | ------- | ------------ |  | - | ------------ | - |  | - | ------- | -
|                                                                        |  | Six Months Ended |         |   | Three Months Ended |  
|                                                                        |  | June 30,2005     |         |   | June 30,2004       |   |         | June 30,2005 |  |   | June 30,2004 |  
|                                                                        |  | (In thousands)   |        
|Allowance for loan lossesbeginning of period                           |  | $                | 148,802 |   |                    | $ | 138,549 |              |  | $ | 153,634      |   |  | $ | 140,476 |  
|Charge-offs:                                                            |  |                  |         |   |                    |   |         |              |  |   |              |   |  |   |         |  
|Commercial, financial, and agricultural                                 |  |                  | 6,022   |   |                    |   | 6,034   |              |  |   | 597          |   |  |   | 4,407   |  
|Real estatecommercial                                                  |  |                  | 5,653   |   |                    |   | 2,949   |              |  |   | 3,400        |   |  |   | 499     |  
|Real estateconstruction                                                |  |                  | 2,035   |   |                    |   | 2,049   |              |  |   | 663          |   |  |   | 1,963   |  
|Real estateresidential                                                 |  |                  | 2,047   |   |                    |   | 1,394   |              |  |   | 1,470        |   |  |   | 698     |  
|Consumer                                                                |  |                  | 1,073   |   |                    |   | 1,087   |              |  |   | 532          |   |  |   | 547     |  
|Other                                                                   |  |                  | 693     |   |                    |   | 2,484   |              |  |   | 332          |   |  |   | 586     |  
|                                                                        |  |                  |         |   |                    |   |         |              |  |   |              |   |  |   |         |  
|Total charge-offs                                                       |  |                  | 17,523  |   |                    |   | 15,997  |              |  |   | 6,994        |   |  |   | 8,700   |  
|                                                                        |  |                  |         |   |                    |   |         |              |  |   |              |   |  |   |         |  
|Recoveries:                                                             |  |                  |         |   |                    |   |         |              |  |   |              |   |  |   |         |  
|Commercial, financial, and agricultural                                 |  |                  | 2,460   |   |                    |   | 1,557   |              |  |   | 719          |   |  |   | 1,074   |  
|Real estatecommercial                                                  |  |                  | 950     |   |                    |   | 313     |              |  |   | 64           |   |  |   | 178     |  
|Real estateconstruction                                                |  |                  | 170     |   |                    |   | 53      |              |  |   | 169          |   |  |   | 3       |  
|Real estateresidential                                                 |  |                  | 332     |   |                    |   | 204     |              |  |   | 181          |   |  |   | 79      |  
|Consumer                                                                |  |                  | 611     |   |                    |   | 603     |              |  |   | 270          |   |  |   | 320     |  
|Other                                                                   |  |                  | 687     |   |                    |   | 408     |              |  |   | 293          |   |  |   | 194     |  
|                                                                        |  |                  |         |   |                    |   |         |              |  |   |              |   |  |   |         |  
|Total recoveries                                                        |  |                  | 5,210   |   |                    |   | 3,138   |              |  |   | 1,696        |   |  |   | 1,848   |  
|                                                                        |  |                  |         |   |                    |   |         |              |  |   |              |   |  |   |         |  
|Net charge-offs                                                         |  |                  | 12,313  |   |                    |   | 12,859  |              |  |   | 5,298        |   |  |   | 6,852   |  
|Provision for loan losses                                               |  |                  | 14,939  |   |                    |   | 14,453  |              |  |   | 9,010        |   |  |   | 6,519   |  
|Allowance added from bank acquisitions                                  |  |                  | 14,622  |   |                    |   | 6,857   |              |  |   | 8,704        |   |  |   | 6,857   |  
|                                                                        |  |                  |         |   |                    |   |         |              |  |   |              |   |  |   |         |  
|Allowance for loan lossesend of period                                 |  | $                | 166,050 |   |                    | $ | 147,000 |              |  | $ | 166,050      |   |  | $ | 147,000 |  
|                                                                        |  |                  |         |   |                    |   |         |              |  |   |              |   |  |   |         |  
|Net charge-offs as a percentage of average net loans(annualized basis) |  |                  | 0.18    | % |                    |   | 0.22    | %            |  |   | 0.15         | % |  |   | 0.23    | %



Nonperforming Assets



BancGroup classifies problem loans into four categories:
nonaccrual, past due, renegotiated and other potential problems. When management determines that a loan no longer meets the criteria for a performing loan, the loan is placed on nonaccrual status. Loans are generally placed on nonaccrual if full
collection of principal and interest becomes unlikely (even if all payments are current) or if the loan is delinquent in principal or interest payments for 90 days or more, unless the loan is well secured and in the process of collection.
BancGroups



27



---

##### Table of Contents

policy is also to charge off consumer installment loans 120 days past due unless they are in the process of foreclosure and are adequately collateralized.
Management closely monitors all loans that are contractually 90 days past due, renegotiated or nonaccrual. These loans are summarized as follows:



|                                                                                                                                                             |  |                        |        |   |                  |   |        |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------------- | ------ | - | ---------------- | - | ------ | -
|                                                                                                                                                             |  | June 30,2005           |        |   | December 31,2004 |  
|                                                                                                                                                             |  | (Dollars in thousands) |       
|Aggregate loans for which interest is not being accrued                                                                                                      |  | $                      | 23,845 |   |                  | $ | 26,983 |  
|Aggregate loans renegotiated to provide a reduction or deferral of interest or principal because of deterioration in the financial condition
of the borrower |  |                        | 173    |   |                  |   | 191    |  
|                                                                                                                                                             |  |                        |        |   |                  |   |        |  
|Total nonperforming loans*                                                                                                                                   |  |                        | 24,018 |   |                  |   | 27,174 |  
|Other real estate owned and repossessions                                                                                                                    |  |                        | 4,245  |   |                  |   | 9,865  |  
|Loans held for sale                                                                                                                                          |  |                        | 1,225  |   |                  |   |       |  
|                                                                                                                                                             |  |                        |        |   |                  |   |        |  
|Total nonperforming assets*                                                                                                                                  |  | $                      | 29,488 |   |                  | $ | 37,039 |  
|                                                                                                                                                             |  |                        |        |   |                  |   |        |  
|Allowance as a percent of nonperforming assets*                                                                                                              |  |                        | 563    | % |                  |   | 402    | %
|Aggregate loans contractually past due 90 days for which interest is being accrued                                                                           |  | $                      | 6,720  |   |                  | $ | 8,096  |  
|Net charge-offs quarter-to-date                                                                                                                              |  | $                      | 5,298  |   |                  | $ | 3,644  |  
|Net charge-offs year-to-date                                                                                                                                 |  | $                      | 12,313 |   |                  | $ | 23,598 |  
|Total nonperforming assets as a percent of net loans and other real estate                                                                                   |  |                        | 0.20   | % |                  |   | 0.29   | %
|Allowance as a percent of net loans                                                                                                                          |  |                        | 1.14   | % |                  |   | 1.16   | %
|Allowance as a percent of nonperforming loans*                                                                                                               |  |                        | 691    | % |                  |   | 548    | %

---

|* | Does not include loans contractually past due 90 days or more which are still accruing interest.
|- | ------------------------------------------------------------------------------------------------



Fluctuations from year to year in the balances of nonperforming assets are attributable to several factors including
changing economic conditions in various markets, nonperforming assets obtained in various acquisitions and the disproportionate impact of larger (over $5,000,000) individual credits.



In addition to the loans reported as nonperforming loans above, management, through its loan officers, internal credit
review staff and external examinations by regulatory agencies, has identified approximately $182.6 million of loans, which have been placed on a classified loan list excluding nonaccrual, other real estate, repossessions and loans that are
contractually 90 days past due. The status of all material classified loans is reviewed at least monthly by loan officers, quarterly by BancGroups centralized credit administration function and annually by regulatory agencies. In connection
with such reviews, collateral values are updated where considered necessary as loans are deemed impaired. If collateral values are judged insufficient or other sources of repayment are deemed inadequate, the amount of reserve held is increased or
the loan is reduced to estimated recoverable amounts. As of June 30, 2005, substantially all of these classified loans are current with their existing repayment terms. Management believes that classification of such loans well in advance of their
reaching a delinquent status allows the Company the greatest flexibility in correcting problems and providing adequate reserves. Given the reserves and the demonstrated ability of the borrowers to comply with the existing repayment terms, management
believes any exposure from these loans has been adequately addressed at the present time.



The above nonperforming loans represent all material credits for which management has significant doubts as to the ability of the borrowers to comply with the loan repayment terms. Management also expects that the
resolution of these problem credits as well as other performing loans will not materially impact future operating results, liquidity or capital resources.



A loan is considered impaired, based on current information and events, if it is probable that the Company will be unable to collect the scheduled
payments of principal or interest when due according to the contractual terms of the loan agreement. As mentioned previously, Colonials credit risk management area performs detailed verification and testing to ensure appropriate identification
of impaired loans and that proper reserves are held on



28



---

##### Table of Contents

these loans. The recorded investment in impaired loans at June 30, 2005 and December 31, 2004 was $17.8 million and $24.8 million, respectively, and these
loans had a corresponding valuation allowance of $4.2 million and $8.0 million, respectively.



Asset/Liability Management



Asset/liability management involves the evaluation, monitoring and management of interest rate risk, liquidity and funding. The Board of Directors has overall responsibility for Colonials asset/liability management policies. To ensure
adherence to these policies, the Asset and Liability Committee (ALCO) establishes and monitors guidelines to control the sensitivity of earnings to changes in interest rates. The guidelines apply to both on and off-balance sheet positions. The goal
of the ALCO process is to maximize earnings while carefully controlling interest rate risk.



Interest Rate Sensitivity



Interest rate risk, and its potential effects on earnings, is inherent in the operations of a financial institution. We are subject to interest rate risk because:



| |  |  | Assets and liabilities may mature or re-price at different times (for example, if assets re-price faster than liabilities and interest rates are generally falling, earnings will
initially decline);
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Assets and liabilities may re-price at the same time but by different amounts (for example, when the general level of interest rates is falling, we may reduce rates paid on checking
and savings deposit accounts by an amount that is less than the general decline in market interest rates);
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Short-term and long-term market interest rates may change by different amounts (for example, the shape of the yield curve may affect new loan yields and funding costs differently);
or
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The remaining maturity of various assets or liabilities may shorten or lengthen as interest rates change (for example, if long-term mortgage interest rates decline sharply,
mortgage-backed securities held in the securities available for sale portfolio may prepay significantly earlier than anticipatedwhich could reduce portfolio income). In addition, interest rates may have an indirect impact on loan demand,
credit losses, mortgage origination volume, the value of the pension liability and other sources of earnings.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Asset/liability management activities include lending, accepting and placing deposits, investing in securities, issuing debt and mitigating interest rate
risk. Sensitivity of earnings to interest rate changes arises when yields on assets change in a different time period or in a different amount from that of interest cost on liabilities. To mitigate interest rate risk, the structure of the balance
sheet is managed so that movements of interest rates on assets and liabilities are highly correlated in a manner intended to allow Colonials interest bearing assets and liabilities to contribute to earnings even in periods of volatile interest
rates.



Colonial employs the following measurement techniques
in the management of interest rate risk: simulation of earnings and simulation of the economic value of equity. These techniques are complementary and are used in concert to provide a comprehensive interest rate risk management capability.



Simulation of earnings is the primary tool used to measure the
sensitivity of earnings to interest rate changes. Using computer modeling techniques, Colonial is able to measure the potential impact of different interest rate assumptions on pre-tax earnings. All on-balance sheet positions, including derivative
financial instruments, are included in the model simulation.



The following table represents the output from the Companys simulation model based on the balance sheet at June 30, 2005, when the Fed Funds Rate was 3.25%. The table measures the impact on net interest income of an immediate and
sustained change in all market interest rates in 100 basis point increments for the twelve



29



---

##### Table of Contents

calendar months following the date of the change. This twelve-month projection of net interest income under these scenarios is compared to the twelve-month
net interest income projection with rates unchanged.



|                    |  |              |   |  |                                                                                                          |  
|------------------- |  | ------------ | - |  | -------------------------------------------------------------------------------------------------------- | -
|                    |  | FedFundsRate |   |  | Percentage Changein 12 MonthProjected NetInterest Income vs.Net InterestIncome assumingno rate change(1) |  
|Basis Points change |  |              |   |  |                                                                                                          |  
|+200                |  | 5.25         | % |  | 2.5                                                                                                      | %
|+100                |  | 4.25         |   |  | 1.7                                                                                                      |  
|No Rate Change      |  | 3.25         |   |  |                                                                                                         |  
|-100                |  | 2.25         |   |  | (2.2                                                                                                     | )
|-200                |  | 1.25         |   |  | (4.7                                                                                                     | )

---

|(1) | The computation of prospective effects of hypothetical interest rate changes are based on numerous assumptions, including relative levels of market interest rates, estimates of
rates on loans and deposits given these rate changes, the ability to maintain interest rate floors on loans as market rates decline, deposit decay rates and loan/investment prepayments. Further, the computations do not take into account changes to
the slope of the yield curve, changes in the relative relationship of various market rates, changes in the volume or mix of asset and liabilities on the balance sheet nor do they contemplate any actions BancGroup could undertake in response to
changes in interest rates.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Liquidity



Liquidity is the ability of an organization to meet its financial
commitments and obligations on a timely basis. These commitments and obligations include credit needs of customers, withdrawals by depositors, repayment of debt when due and payment of operating expenses and dividends. Management of liquidity also
includes management of funding sources and their utilization based on current, future and contingency needs. Maintaining and managing adequate liquidity and funding is another prominent focus of ALCO.



Deposit growth is a primary focus of BancGroups funding and liquidity
strategy. Average non-time deposits for the six months ended June 30, 2005, grew by $1.8 billion, or 29% (18% excluding the impact of acquisitions and the sale of branches) over the six months ended June 30, 2004. Average total deposits for the six
months ended June 30, 2005, increased by $2.7 billion, or 26% (15% excluding the impact of acquisitions and the sale of branches) over the comparable period of 2004. These increases improved the percentage of average total deposits to average total
liabilities to 70% for the six months ended June 30, 2005 compared to 66% for the comparable period of the prior year.



As part of its planning for future funding needs, BancGroup continues to focus on expanding the availability of wholesale funding sources and growing
deposits. Wholesale funding sources include availability from the Federal Home Loan Bank of Atlanta, borrowings collateralized by securities and loans, fed funds purchased and brokered CDs. BancGroup utilized 46% of its estimated available
wholesale funding sources at June 30, 2005 compared to 54% at June 30, 2004.



Capital Adequacy and Resources



Management is
committed to maintaining capital at a level sufficient to protect shareholders and depositors, provide for reasonable growth and fully comply with all regulatory requirements. Managements strategy to achieve these goals is to retain sufficient
earnings while providing a reasonable return to shareholders in the form of dividends and return on equity. The Companys annual dividend payout ratio target range is 35  45% of net income. Dividend rates are determined by the Board of
Directors in consideration of several factors including current and projected capital ratios, liquidity and income levels and other bank dividend yields and payment ratios.



30



---

##### Table of Contents

The amount of a cash dividend, if any, rests within the discretion of the Board of Directors of BancGroup
as well as upon applicable statutory constraints such as the Delaware law requirement that dividends may be paid only out of capital surplus and net profits for the fiscal year in which the dividend is declared and the preceding fiscal year.



BancGroup also has access to equity capital markets through
both public and private issuances. Management considers these sources and related return in addition to internally generated capital in evaluating future expansion or acquisition opportunities.



The Federal Reserve Board has issued guidelines identifying minimum Tier I
leverage ratios relative to total assets and minimum capital ratios relative to risk-adjusted assets. The minimum leverage ratio is 3% for bank holding companies that meet certain specified criteria, including that they have the highest regulatory
rating. A minimum leverage ratio of 4% is required for all bank holding companies not meeting this criteria. Higher capital ratios may be required if warranted by the particular circumstance or risk profile. The minimum risk adjusted capital ratios
established by the Federal Reserve are 4% for Tier I and 8% for total capital. BancGroups actual capital ratios and the components of capital and risk adjusted asset information (subject to regulatory review) as of June 30, 2005 are stated
below:



|                                                                                                                                             |  |                |           
|-------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ----------
|Capital                                                                                                                                      |  | (In thousands)
|Tier I Capital:                                                                                                                              |  |                |           
|Shareholders equity (excluding unrealized gains/losses on securities available for sale and intangibles plus Trust Preferred
Securities)(1) |  | $              | 1,509,953 
|Tier II Capital:                                                                                                                             |  |                |           
|Allowable loan loss reserve                                                                                                                  |  |                | 166,050   
|Subordinated debt                                                                                                                            |  |                | 213,090   
|45% of net unrealized gains on available for sale equity securities                                                                          |  |                | 525       
|                                                                                                                                             |  |                |           
|Total Capital                                                                                                                                |  | $              | 1,889,618 
|                                                                                                                                             |  |                |           
|Risk-Adjusted Assets                                                                                                                         |  | $              | 17,077,594
|Quarterly average assets (excluding intangibles and unrealized gains/losses on securities available for sale)                                |  | $              | 19,894,541



|                              |  |              |   |  |                  |  
|----------------------------- |  | ------------ | - |  | ---------------- | -
|                              |  | June 30,2005 |   |  | December 31,2004 |  
|Tier I Leverage Ratio         |  | 7.59         | % |  | 7.14             | %
|Risk-Adjusted Capital Ratios: |  |              |   |  |                  |  
|Tier I Capital Ratio          |  | 8.84         | % |  | 8.77             | %
|Total Capital Ratio           |  | 11.06        | % |  | 11.36            | %

---

|(1) | Due to the adoption of FIN 46, BancGroup no longer reflects trust preferred securities on its consolidated statement of condition, but rather reflects these securities as junior
subordinated debentures. However, under current regulatory guidelines, these securities continue to qualify for Tier 1 Capital treatment.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Net Interest Income



Net interest income represents the difference, or spread, between interest and fee income generated from earning assets and the interest expense paid on
deposits and borrowed funds. Interest rate volatility, which impacts the volume and mix of earning assets and interest bearing liabilities as well as their rates, can significantly impact net interest income.



BancGroup reported net interest income for the six months and quarter ended
June 30, 2005 of $344 million and $177.4 million, a 24% increase over both the $276.7 million and $143.6 million recorded for the same periods of the previous year, respectively.



The Average Volume and Rates and Analysis of Interest Increases (Decreases) tables present the
individual components of net interest income and the net interest margin. Discussion of the changes in these components is provided following the tables.



31



---

##### Table of Contents

Average Volume and Rates(1)

(unaudited)



|                                                             |  |                           |            |          |      |         |  |      |                |  |          |            |      |   |         |  |      |  
|------------------------------------------------------------ |  | ------------------------- | ---------- | -------- | ---- | ------- |  | ---- | -------------- |  | -------- | ---------- | ---- | - | ------- |  | ---- | -
|                                                             |  | Six Months Ended June 30, |           
|                                                             |  | 2005                      |            |          | 2004 |        
|                                                             |  | Average Volume            |            | Interest |      | Rate    |  |      | Average Volume |  | Interest |            | Rate |  
|                                                             |  | (in thousands)            |           
|ASSETS:                                                      |  |                           |            |          |      |         |  |      |                |  |          |            |      |   |         |  |      |  
|Interest earning assets:                                     |  |                           |            |          |      |         |  |      |                |  |          |            |      |   |         |  |      |  
|All other loans, net of unearned income(3)(4)                |  | $                         | 12,749,638 |          | $    | 401,092 |  | 6.34 | %              |  | $        | 10,765,206 |      | $ | 293,706 |  | 5.48 | %
|Mortgage warehouse loans                                     |  |                           | 830,372    |          |      | 20,131  |  | 4.89 | %              |  |          | 1,001,789  |      |   | 19,882  |  | 3.99 | %
|Loans held for sale(4)                                       |  |                           | 673,876    |          |      | 17,604  |  | 5.21 | %              |  |          | 431,183    |      |   | 10,968  |  | 5.09 | %
|Investment securities and securities available for sale(4)   |  |                           | 3,808,279  |          |      | 86,978  |  | 4.57 | %              |  |          | 3,259,948  |      |   | 73,899  |  | 4.53 | %
|Other interest-earning assets                                |  |                           | 388,084    |          |      | 7,942   |  | 4.13 | %              |  |          | 65,313     |      |   | 491     |  | 1.51 | %
|                                                             |  |                           |            |          |      |         |  |      |                |  |          |            |      |   |         |  |      |  
|Total interest earning assets(2)                             |  |                           | 18,450,249 |          | $    | 533,747 |  | 5.82 | %              |  |          | 15,523,439 |      | $ | 398,946 |  | 5.16 | %
|                                                             |  |                           |            |          |      |         |  |      |                |  |          |            |      |   |         |  |      |  
|Nonearning assets(4)                                         |  |                           | 1,630,746  |          |      |         |  |      |                |  |          | 1,172,308  |      |   |         |  |      |  
|                                                             |  |                           |            |          |      |         |  |      |                |  |          |            |      |   |         |  |      |  
|Total assets                                                 |  | $                         | 20,080,995 |          |      |         |  |      |                |  | $        | 16,695,747 |      |   |         |  |      |  
|                                                             |  |                           |            |          |      |         |  |      |                |  |          |            |      |   |         |  |      |  
|LIABILITIES AND SHAREHOLDERS EQUITY:                        |  |                           |            |          |      |         |  |      |                |  |          |            |      |   |         |  |      |  
|Interest bearing liabilities:                                |  |                           |            |          |      |         |  |      |                |  |          |            |      |   |         |  |      |  
|Interest bearing non-time deposits                           |  | $                         | 5,343,236  |          | $    | 34,057  |  | 1.29 | %              |  | $        | 4,293,741  |      | $ | 18,328  |  | 0.86 | %
|Time deposits(4)                                             |  |                           | 4,771,128  |          |      | 70,203  |  | 2.97 | %              |  |          | 3,938,397  |      |   | 48,598  |  | 2.48 | %
|Short-term borrowings                                        |  |                           | 3,094,162  |          |      | 38,444  |  | 2.51 | %              |  |          | 2,839,107  |      |   | 14,134  |  | 1.00 | %
|Long-term debt(4)                                            |  |                           | 2,286,832  |          |      | 46,207  |  | 4.07 | %              |  |          | 2,243,935  |      |   | 40,157  |  | 3.60 | %
|                                                             |  |                           |            |          |      |         |  |      |                |  |          |            |      |   |         |  |      |  
|Total interest bearing liabilities                           |  |                           | 15,495,358 |          | $    | 188,911 |  | 2.46 | %              |  |          | 13,315,180 |      | $ | 121,217 |  | 1.83 | %
|                                                             |  |                           |            |          |      |         |  |      |                |  |          |            |      |   |         |  |      |  
|Noninterest bearing demand deposits                          |  |                           | 2,828,851  |          |      |         |  |      |                |  |          | 2,051,075  |      |   |         |  |      |  
|Other liabilities(4)                                         |  |                           | 105,031    |          |      |         |  |      |                |  |          | 108,675    |      |   |         |  |      |  
|                                                             |  |                           |            |          |      |         |  |      |                |  |          |            |      |   |         |  |      |  
|Total liabilities                                            |  |                           | 18,429,240 |          |      |         |  |      |                |  |          | 15,474,930 |      |   |         |  |      |  
|Shareholders equity                                         |  |                           | 1,651,755  |          |      |         |  |      |                |  |          | 1,220,817  |      |   |         |  |      |  
|                                                             |  |                           |            |          |      |         |  |      |                |  |          |            |      |   |         |  |      |  
|Total liabilities and shareholders equity                   |  | $                         | 20,080,995 |          |      |         |  |      |                |  | $        | 16,695,747 |      |   |         |  |      |  
|                                                             |  |                           |            |          |      |         |  |      |                |  |          |            |      |   |         |  |      |  
|RATE DIFFERENTIAL                                            |  |                           |            |          |      |         |  | 3.36 | %              |  |          |            |      |   |         |  | 3.33 | %
|NET INTEREST INCOME AND NET YIELD ON INTEREST-EARNING ASSETS |  |                           |            |          | $    | 344,836 |  | 3.75 | %              |  |          |            |      | $ | 277,729 |  | 3.59 | %
|                                                             |  |                           |            |          |      |         |  |      |                |  |          |            |      |   |         |  |      |  

---

|(1) | Certain reclassifications have been made to prior period amounts to conform to current presentations.
|--- | -----------------------------------------------------------------------------------------------------

|(2) | Interest earned and average rates on obligations of states and political subdivisions are reflected on a tax equivalent basis. Tax equivalent interest earned is: actual interest
earned times 145%. The taxable equivalent adjustment has given effect to the disallowance of interest expense deductions, for federal income tax purposes, related to certain tax-free assets.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Loans, net of unearned income for the purpose of this presentation excludes mortgage warehouse lending.
|--- | -------------------------------------------------------------------------------------------------------

|(4) | Unrealized gains (losses) on available for sale securities and the adjustments for mark to market valuations on hedged assets and liabilities have been classified in either
nonearning assets or other liabilities. All periods presented reflect this presentation.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



32



---

##### Table of Contents

Average Volume and Rates(1)

(unaudited)



|                                                             |  |                             |            |          |      |         |  |      |                |  |          |            |      |   |         |  |      |  
|------------------------------------------------------------ |  | --------------------------- | ---------- | -------- | ---- | ------- |  | ---- | -------------- |  | -------- | ---------- | ---- | - | ------- |  | ---- | -
|                                                             |  | Three Months Ended June 30, |           
|                                                             |  | 2005                        |            |          | 2004 |        
|                                                             |  | Average Volume              |            | Interest |      | Rate    |  |      | Average Volume |  | Interest |            | Rate |  
|                                                             |  | (In thousands)              |           
|ASSETS:                                                      |  |                             |            |          |      |         |  |      |                |  |          |            |      |   |         |  |      |  
|Interest earning assets:                                     |  |                             |            |          |      |         |  |      |                |  |          |            |      |   |         |  |      |  
|All other loans, net of unearned income(3)(4)                |  | $                           | 13,277,037 |          | $    | 214,624 |  | 6.48 | %              |  | $        | 10,940,072 |      | $ | 148,514 |  | 5.46 | %
|Mortgage warehouse loans                                     |  |                             | 692,234    |          |      | 8,764   |  | 5.08 | %              |  |          | 1,120,277  |      |   | 11,251  |  | 4.04 | %
|Loans held for sale(4)                                       |  |                             | 628,435    |          |      | 8,073   |  | 5.13 | %              |  |          | 526,491    |      |   | 6,456   |  | 4.91 | %
|Investment securities and securities available for sale(4)   |  |                             | 3,776,556  |          |      | 43,223  |  | 4.58 | %              |  |          | 3,368,919  |      |   | 38,051  |  | 4.52 | %
|Other interest-earning assets                                |  |                             | 444,756    |          |      | 4,799   |  | 4.33 | %              |  |          | 102,070    |      |   | 413     |  | 1.62 | %
|                                                             |  |                             |            |          |      |         |  |      |                |  |          |            |      |   |         |  |      |  
|Total interest earning assets(2)                             |  |                             | 18,819,018 |          | $    | 279,483 |  | 5.95 | %              |  |          | 16,057,829 |      | $ | 204,685 |  | 5.12 | %
|                                                             |  |                             |            |          |      |         |  |      |                |  |          |            |      |   |         |  |      |  
|Nonearning assets(4)                                         |  |                             | 1,743,684  |          |      |         |  |      |                |  |          | 1,202,454  |      |   |         |  |      |  
|                                                             |  |                             |            |          |      |         |  |      |                |  |          |            |      |   |         |  |      |  
|Total assets                                                 |  | $                           | 20,562,702 |          |      |         |  |      |                |  | $        | 17,260,283 |      |   |         |  |      |  
|                                                             |  |                             |            |          |      |         |  |      |                |  |          |            |      |   |         |  |      |  
|LIABILITIES AND SHAREHOLDERS EQUITY:                        |  |                             |            |          |      |         |  |      |                |  |          |            |      |   |         |  |      |  
|Interest bearing liabilities:                                |  |                             |            |          |      |         |  |      |                |  |          |            |      |   |         |  |      |  
|Interest bearing non-time deposits                           |  | $                           | 5,477,064  |          | $    | 19,729  |  | 1.44 | %              |  | $        | 4,479,605  |      | $ | 9,828   |  | 0.88 | %
|Time deposits(4)                                             |  |                             | 5,000,161  |          |      | 38,720  |  | 3.11 | %              |  |          | 3,955,769  |      |   | 24,146  |  | 2.46 | %
|Short-term borrowings                                        |  |                             | 2,930,500  |          |      | 19,797  |  | 2.71 | %              |  |          | 3,047,093  |      |   | 7,640   |  | 1.01 | %
|Long-term debt(4)                                            |  |                             | 2,261,021  |          |      | 23,443  |  | 4.16 | %              |  |          | 2,265,437  |      |   | 18,956  |  | 3.36 | %
|                                                             |  |                             |            |          |      |         |  |      |                |  |          |            |      |   |         |  |      |  
|Total interest bearing liabilities                           |  |                             | 15,668,746 |          | $    | 101,689 |  | 2.60 | %              |  |          | 13,747,904 |      | $ | 60,570  |  | 1.77 | %
|                                                             |  |                             |            |          |      |         |  |      |                |  |          |            |      |   |         |  |      |  
|Noninterest bearing demand deposits                          |  |                             | 3,011,366  |          |      |         |  |      |                |  |          | 2,168,594  |      |   |         |  |      |  
|Other liabilities(4)                                         |  |                             | 99,187     |          |      |         |  |      |                |  |          | 102,810    |      |   |         |  |      |  
|                                                             |  |                             |            |          |      |         |  |      |                |  |          |            |      |   |         |  |      |  
|Total liabilities                                            |  |                             | 18,779,299 |          |      |         |  |      |                |  |          | 16,019,308 |      |   |         |  |      |  
|Shareholders equity                                         |  |                             | 1,783,403  |          |      |         |  |      |                |  |          | 1,240,975  |      |   |         |  |      |  
|                                                             |  |                             |            |          |      |         |  |      |                |  |          |            |      |   |         |  |      |  
|Total liabilities and shareholders equity                   |  | $                           | 20,562,702 |          |      |         |  |      |                |  | $        | 17,260,283 |      |   |         |  |      |  
|                                                             |  |                             |            |          |      |         |  |      |                |  |          |            |      |   |         |  |      |  
|RATE DIFFERENTIAL                                            |  |                             |            |          |      |         |  | 3.35 | %              |  |          |            |      |   |         |  | 3.35 | %
|NET INTEREST INCOME AND NET YIELD ON INTEREST-EARNING ASSETS |  |                             |            |          | $    | 177,794 |  | 3.78 | %              |  |          |            |      | $ | 144,115 |  | 3.60 | %
|                                                             |  |                             |            |          |      |         |  |      |                |  |          |            |      |   |         |  |      |  

---

|(1) | Certain reclassifications have been made to prior period amounts to conform to current presentations.
|--- | -----------------------------------------------------------------------------------------------------

|(2) | Interest earned and average rates on obligations of states and political subdivisions are reflected on a tax equivalent basis. Tax equivalent interest earned is: actual interest
earned times 145%. The taxable equivalent adjustment has given effect to the disallowance of interest expense deductions, for federal income tax purposes, related to certain tax-free assets.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Loans, net of unearned income for the purpose of this presentation excludes mortgage warehouse lending.
|--- | -------------------------------------------------------------------------------------------------------

|(4) | Unrealized gains (losses) on available for sale securities and the adjustments for mark to market valuations on hedged assets and liabilities have been classified in either
nonearning assets or other liabilities. All periods presented reflect this presentation.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



33



---

##### Table of Contents

Analysis of Interest Increases/(Decreases)

(Unaudited)



|                                                        |  |                                                          |         |                  |   |        |      |  |   |       
|------------------------------------------------------- |  | -------------------------------------------------------- | ------- | ---------------- | - | ------ | ---- |  | - | ------
|                                                        |  | Six Months Ended June 30, 2005 Change from June 30, 2004
|                                                        |  |                                                          |         | Attributed to(1)
|                                                        |  | Total                                                    |         | Volume           |   |        | Rate
|                                                        |  | (In thousands)                                          
|INTEREST INCOME:                                        |  |                                                          |         |                  |   |        |      |  |   |       
|All other loans, net of unearned income                 |  | $                                                        | 107,386 |                  | $ | 58,176 |      |  | $ | 49,210
|Mortgage warehouse loans                                |  |                                                          | 249     |                  |   | (3,757 | )    |  |   | 4,006 
|Loans held for sale                                     |  |                                                          | 6,636   |                  |   | 6,361  |      |  |   | 275   
|Investment securities and securities available for sale |  |                                                          | 13,079  |                  |   | 12,519 |      |  |   | 560   
|Other interest earning assets                           |  |                                                          | 7,451   |                  |   | 5,519  |      |  |   | 1,932 
|                                                        |  |                                                          |         |                  |   |        |      |  |   |       
|Total interest income                                   |  |                                                          | 134,801 |                  |   | 78,818 |      |  |   | 55,983
|                                                        |  |                                                          |         |                  |   |        |      |  |   |       
|INTEREST EXPENSE:                                       |  |                                                          |         |                  |   |        |      |  |   |       
|Interest bearing non-time deposits                      |  |                                                          | 15,729  |                  |   | 5,184  |      |  |   | 10,545
|Time deposits                                           |  |                                                          | 21,605  |                  |   | 11,220 |      |  |   | 10,385
|Short-term borrowings                                   |  |                                                          | 24,310  |                  |   | 1,372  |      |  |   | 22,938
|Long-term debt                                          |  |                                                          | 6,050   |                  |   | 766    |      |  |   | 5,284 
|                                                        |  |                                                          |         |                  |   |        |      |  |   |       
|Total interest expense                                  |  |                                                          | 67,694  |                  |   | 18,542 |      |  |   | 49,152
|                                                        |  |                                                          |         |                  |   |        |      |  |   |       
|Net interest income                                     |  | $                                                        | 67,107  |                  | $ | 60,276 |      |  | $ | 6,831 
|                                                        |  |                                                          |         |                  |   |        |      |  |   |       

---

|(1) | Increases (decreases) are attributed to volume changes and rate changes on the following basis: Volume Change equals change in volume times old rate. Rate Change equals change in
rate times old volume. The Rate/Volume Change equals change in volume times change in rate, and it is allocated between Volume Change and Rate Change at the ratio that the absolute value of each of those components bear to the absolute value of
their total.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Analysis of Interest Increases/(Decreases)

(Unaudited)



|                                                        |  |                                                           |        |   |                  |   |        |      |  |   |       
|------------------------------------------------------- |  | --------------------------------------------------------- | ------ | - | ---------------- | - | ------ | ---- |  | - | ------
|                                                        |  | Three Months Ended June 30, 2005Change from June 30, 2004
|                                                        |  |                                                           |        |   | Attributed to(1)
|                                                        |  | Total                                                     |        |   | Volume           |   |        | Rate
|                                                        |  | (In thousands)                                           
|INTEREST INCOME:                                        |  |                                                           |        |   |                  |   |        |      |  |   |       
|All other loans, net of unearned income                 |  | $                                                         | 66,110 |   |                  | $ | 35,160 |      |  | $ | 30,950
|Mortgage warehouse loans                                |  |                                                           | (2,487 | ) |                  |   | (4,944 | )    |  |   | 2,457 
|Loans held for sale                                     |  |                                                           | 1,617  |   |                  |   | 1,308  |      |  |   | 309   
|Investment securities and securities available for sale |  |                                                           | 5,172  |   |                  |   | 4,660  |      |  |   | 512   
|Other interest earning assets                           |  |                                                           | 4,386  |   |                  |   | 2,932  |      |  |   | 1,454 
|                                                        |  |                                                           |        |   |                  |   |        |      |  |   |       
|Total interest income                                   |  |                                                           | 74,798 |   |                  |   | 39,116 |      |  |   | 35,682
|                                                        |  |                                                           |        |   |                  |   |        |      |  |   |       
|INTEREST EXPENSE:                                       |  |                                                           |        |   |                  |   |        |      |  |   |       
|Interest bearing non-time deposits                      |  |                                                           | 9,901  |   |                  |   | 2,564  |      |  |   | 7,337 
|Time deposits                                           |  |                                                           | 14,574 |   |                  |   | 7,272  |      |  |   | 7,302 
|Short-term borrowings                                   |  |                                                           | 12,157 |   |                  |   | (302   | )    |  |   | 12,459
|Long-term debt                                          |  |                                                           | 4,487  |   |                  |   | (37    | )    |  |   | 4,524 
|                                                        |  |                                                           |        |   |                  |   |        |      |  |   |       
|Total interest expense                                  |  |                                                           | 41,119 |   |                  |   | 9,497  |      |  |   | 31,622
|                                                        |  |                                                           |        |   |                  |   |        |      |  |   |       
|Net interest income                                     |  | $                                                         | 33,679 |   |                  | $ | 29,619 |      |  | $ | 4,060 
|                                                        |  |                                                           |        |   |                  |   |        |      |  |   |       

---

|(1) | Increases (decreases) are attributed to volume changes and rate changes on the following basis: Volume Change equals change in volume times old rate. Rate Change equals change in
rate times old volume. The Rate/Volume Change equals change in volume times change in rate, and it is allocated between Volume Change and Rate Change at the ratio that the absolute value of each of those components bear to the absolute value of
their total.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



34



---

##### Table of Contents

The increase in net interest income was mainly attributable to the growth in average earning assets and
the increase in yield on earning assets of 83 basis points for the second quarter of 2005 and a 66 basis points increase in yield for the six months ended June 30, 2005, as compared to the same periods in 2004. The growth in average earning assets
was primarily in loans, excluding mortgage warehouse. For the second quarter of 2005, as compared to the same period in 2004, average loans, excluding mortgage warehouse, increased 21.4%, or $2.3 billion. For the six months ended June 30, 2005, as
compared to the same period in 2004, average loans, excluding mortgage warehouse, increased 18.4%, or $2.0 billion. The yield on loans, excluding mortgage warehouse, increased 102 basis points for the second quarter of 2005 and 86 basis points for
the six months ended June 30, 2005, as compared to the same periods in 2004. The yield on earning assets was also affected by the yield on mortgage warehouse loans which increased 104 basis points for the second quarter of 2005 and 90 basis points
for the six months ended June 30, 2005, as compared to the same periods in 2004.



Other factors affecting the growth in average earning assets were increases in averages for securities, loans held for sale and other interest-earning assets. Average securities increased 12.1%, or $407.6 million, for
the second quarter of 2005 and 16.8%, or $548.3 million, for the six months ended June 30, 2005, as compared to the same periods in 2004. Average loans held for sale increased 56.3%, or $242.7 million, for the six months ended June 30, 2005, as
compared to the same period in 2004. Average other interest-earning assets increased 335.7%, or $342.7 million, for the second quarter of 2005 and 494.2%, or $322.8 million, for the six months ended June 30, 2005, as compared to same periods in
2004.



Another driver of the increase in net interest income
was strong average deposit growth. Average deposits increased $2.9 billion in the second quarter of 2005, or 27.2%, over the second quarter of 2004. Average deposits for the six months ended June 30, 2005 increased $2.7 billion, or 25.9%, compared
to the same period in 2004. The strong growth in deposits lessened the Companys dependence on wholesale funding. During the second quarter of 2005, average deposits comprised 72% of average funding compared to 66% for the second quarter of
2004. For the six months ended June 30, 2005, average deposits comprised 70% of average funding compared to 66% for the same period in the prior year. Average short-term borrowings decreased 3.8%, or $116.6, million for the second quarter of 2005
and increased 9.0% or $255 million, for the six months ended June 30, 2005, as compared to the same periods in 2004. Average long-term debt decreased 0.2%, or $4.4 million, for the second quarter of 2005 and increased 1.9%, or $42.9 million, for the
six months ended June 30, 2005, as compared to the same periods in 2004.



In conjunction with the rise in rates on earning assets, the cost of funding also increased during the period. The Companys cost of deposits, including non-interest bearing deposits, increased only 45 basis
points for the second quarter 2005 and 31 basis points for the six months ended June 30, 2005, as compared to the same periods in 2004, while the cost of short-term borrowings increased 170 basis points for the second quarter 2005 and 151 basis
points for the six months ended June 30, 2005, as compared to the same periods in 2004. The cost of long-term debt also increased 80 basis points for the second quarter of 2005 and 47 basis points for the six months ended June 30, 2005, as
compared to the same periods in 2004. The cost of average interest bearing deposits was 110 basis points less than the rate on average wholesale borrowings in the second quarter of 2005, as compared to 39 basis points less in the second quarter of
2004. The cost of average interest bearing deposits for the six months ended June 30, 2005 was 109 basis points less than the rate on average wholesale borrowings, as compared to 51 basis points less for the six months ended June 30, 2004. As a
result of the improved funding mix, the Companys cost of funding increased only 83 basis points for the second quarter of 2005 and 63 basis points for the six months ended June 30, 2005, as compared to the same periods in 2004.



The Companys net interest margin increased for the 7th consecutive
quarter to 3.78% and was 18 basis points over the second quarter of 2004. Net interest margin for the six months ended June 30, 2005 was 3.75% and 16 basis points over the same period of the prior year.



Securities comprised only 16% of earning assets, and approximately 77% of
loans were adjustable or variable rate at June 30, 2005. Colonials interest rate risk profile was slightly asset sensitive at quarter end.



35



---

##### Table of Contents

Loan Loss Provision



The provision for loan losses for the three months ended June 30, 2005 was $9.0 million compared to $6.5 million for the same period in 2004. Year to date
loan loss provision for 2005 was $14.9 million compared to $14.5 million in 2004. Net charge-offs were $5.3 million and $12.3 million, or 0.15% annualized and 0.18% annualized as a percent of average net loans, for the three and six months ended
June 30, 2005, respectively, and $6.9 million and $12.9 million, or 0.23% annualized and 0.22% annualized, for the same periods in 2004. The Companys allowance for loan losses was $166.1 million at June 30, 2005, which represented 1.14% of
period end loans compared to 1.16% at December 31, 2004.



Noninterest Income



Sources of noninterest income include service charges on
deposit accounts, financial planning services, electronic banking services, mortgage warehouse fees, mortgage origination income, securities losses/gains and the gain from the sale of branches. Noninterest income, excluding securities losses/gains
and the gain on sale of branches, increased $10.0 million, or 29.7%, for the three months ended June 30, 2005 compared to the same period in 2004. For the six months ended June 30, 2005 noninterest income, excluding securities losses/gains and gain
on sale of branches, increased $15.5 million, or 24.3%, over the same period in 2004.



Service charges on deposit accounts decreased $202,000, or 1.3% for the three months ended June 30, 2005 compared to the same period in 2004 and $755,000, or 2.6%, for the six months ended June 30, 2005 compared to
the same period in 2004. These decreases are primarily the result of a higher percentage of commercial deposit fees paid by balance in the three and six months ended June 30, 2005, compared to the same periods in 2004.



Financial planning services revenue decreased $854,000, or 21.4% for the
three months ended June 30, 2005 from the same period in 2004 and decreased $86,000, or 1.2%, for the six months ended June 30, 2005 from the same period in 2004. These decreases primarily relate to a reduction in sales of annuity products.



Electronic banking services enable our customers to bank when
and where they want. Electronic banking includes an ATM network, business and personal check cards and internet banking with bill pay service. Noninterest income from electronic banking services increased $747,000, or 23.5%, for the three months
ended June 30, 2005, compared to the same period in 2004 and $1.4 million, or 23.9%, for the six months ended June 30, 2005 compared to the same period in 2004. This increase is primarily the result of deposit growth, increased check card and
internet banking usage and additional penetration of the customer base.



As discussed in greater detail in Note M, mortgage warehouse earns noninterest income on services performed in connection with the loans and loans held for sale that were sold to third party commercial paper conduits. This additional income
accounted for $3.5 million of the increase in mortgage warehouse fees for the second quarter of 2005, and $3.9 million of the increase for the six months ended June 30, 2005, as compared to the same periods in 2004.



Income from bank owned life insurance and other income increased $1.2 million
and $5.0 million, respectively, for the three months ended June 30, 2005 and $2.4 million and $7.9 million, respectively, for the six months ended June 30, 2005 as compared to the same periods in 2004. The increase in bank owned life insurance
corresponds with an additional $100 million policy purchased in October of 2004. The increase in other income was primarily from nonrecurring gains on the sale of certain other assets of $2.8 million for the second quarter of 2005 and $3.3 million
for the six months ended June 30, 2005. Additional increases in other income were attributable to customer and official check fees, option income and income from the Goldleaf Technologies subsidiary.



Noninterest income was also impacted by the Companys sale of branches
and securities during the period. BancGroup sold seven branches on June 24, 2005, four in Alabama and three in Tennessee. Approximately $18 million in loans and $139 million in deposits were included in the sale. Colonial recognized a $9.6 million
gain on the sale of branches. Net losses on the sale of securities for the three months ended June 30, 2005 were $3.5 million



36



---

##### Table of Contents

compared to $392,000 for the same period in 2004. Net losses on the sale of securities for the six months ended June 30, 2005 were $4.6 million compared to a
net gain of $7.1 million for the same period in 2004. The weighted average rate on securities sold in the second quarter of 2005, and the six months ended June 30, 2005, was 4.69% and 4.68%, respectively.



Noninterest Expenses



Noninterest expense, excluding net losses on the early extinguishment of debt, increased $21.5 million, or 20.5%, for the
three months ended June 30, 2005 as compared to the same period in 2004. For the first six months of 2005, noninterest expense, excluding net losses on the early extinguishment of debt, increased $38.4 million, or 19.0% as compared to the six months
ended June 30, 2004. Annualized noninterest expense excluding losses on early extinguishment of debt to average assets was 2.45% and 2.40% for the three and six months ended June 30, 2005, respectively, as compared to 2.43% and 2.42% for the same
periods in 2004.



Since June 30, 2004, BancGroup has opened 8
new branches and has added 30 branches, net, through acquisitions. In May 2004, the Company added another 16 branches with the P.C.B. Bancorp, Inc. (PCB) acquisition. The impact of these new branches and acquisition related expenses increased total
noninterest expense by $9.0 million, or 8.61% for the second quarter of 2005, and $17.5 million, or 8.42%, for the six months ended June 30, 2005, as compared to the same periods in 2004.



Salaries and benefits increased $10.6 million, or 19.6%, and $20.9 million, or 19.9%, for the three and six months ended
June 30, 2005 as compared to the same periods in 2004, respectively. The increases resulted from new branch openings, acquisitions, normal salary increases, increases in health benefit costs and increases in incentive plan compensation.



Occupancy expense increased $2.6 million, or 21.3%, and $4.5 million, or
18.6%, for the three and six months ended June 30, 2005 as compared to the same periods in 2004, respectively. The increases are primarily the result of new branch openings and acquisitions as previously discussed, as well as additional occupancy
and equipment expenses from expansion of operational support functions and continued technology enhancements.



The increase in amortization of intangible assets was due to the acquisition of PCB in May 2004, Union in February 2005 and FFLC in May 2005. In addition,
merger related expenses increased $881,000 for the three months ended June 30, 2005 and $1.9 million for the six months ended June 30, 2005 as compared to the same periods in 2004.



The increases in other expense of $4.3 million and $6.3 million for the three and six months ended June 30, 2005,
respectively, over the same period in 2004 was primarily the result of new branches, acquisitions, expenses of various equity investments and net increases in normal operating expenses.



The Company recorded net losses on the early extinguishment of debt of $5.6 million and $7.9 million for the three and
six months ended June 30, 2005, respectively. The second quarter losses resulted from the early payoffs of $605 million in long-term borrowings, as well as the unwinding of related interest rate swaps. The first quarter losses resulted from the
early payoffs of $200 million in long-term borrowings. The debt paid off in the second quarter had a weighted average cost of 3.92% while the debt paid off in the first quarter had a weighted average cost of 4.98%. The Company recorded net losses on
the early extinguishment of debt of $6.2 million in the first quarter of 2004. The 2004 loss resulted from the early payoffs of $462 million in long-term borrowings with a weighted average cost of 4.37%.



Provision For Income Taxes



BancGroups provision for income taxes is based on an approximate 33.5%
and 34.0% estimated annual effective tax rate for the years 2005 and 2004, respectively. The provisions for income taxes for the three months ended June 30, 2005 and 2004 were $29.0 million and $22.3 million respectively. The year to date provisions
for income taxes ended June 30, 2005 and 2004 were $55.2 million and $42.5 million, respectively.



37



---

##### Table of Contents

Item 3. Quantitative and Qualitative Disclosures About Market Risk



The information required by this item is included in Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.



Item 4. Controls and Procedures



The Companys management, including the Chief Executive Officer and Chief Financial Officer, has evaluated the Companys disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities and Exchange Act of
1934, as amended) as of the end of the period covered by this report. Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Companys disclosure controls and procedures are effective. There
were no significant changes in internal control over financial reporting during the quarter ended June 30, 2005 that has materially affected, or is reasonably likely to materially affect, the Companys disclosure controls and procedures. See
the certifications by the Companys Chief Executive Officer and Chief Financial Officer filed as Exhibits 31.1 and 31.2 to this Report.



38



---

##### Table of Contents

PART II. OTHER INFORMATION



Item 1. Legal ProceedingsSee Notes to the Unaudited Condensed Consolidated Financial StatementsNote BContingencies



Item 2. Unregistered Sales of Equity Securities and Use of ProceedsN/A



Item 3. Defaults Upon Senior SecuritiesN/A



Item 4. Submission of Matters to a Vote of Security Holders



On April 20, 2005, the annual meeting of the shareholders of Colonial BancGroup was held. The following numbered matters were considered by the shareholders and the following tables list the results of the
shareholders votes. With respect to the election of directors, the table indicates the votes cast for or withheld for each director, and the percentage of the votes cast for each director out of the total number of votes cast. With respect to
the other matters, each table indicates the votes abstaining or cast for or against a particular matter, and the percentage of votes cast for the matter out of the total outstanding or the total number of votes cast, as appropriate.



1. To elect the nominees named in the Proxy Statement as directors to serve
terms of three years as set out therein.



The following
directors were elected for a term expiring in 2008:



|                          |  |             |  |           |  |            
|------------------------- |  | ----------- |  | --------- |  | -----------
|                          |  | For         |  | Withheld  |  | Percent for
|Augustus K. Clements, III |  | 114,158,535 |  | 1,328,106 |  | 98.8       
|Patrick F. Dye            |  | 113,085,066 |  | 2,401,575 |  | 97.9       
|Milton E. McGregor        |  | 113,440,579 |  | 2,045,943 |  | 98.2       
|William E. Powell, III    |  | 112,997,394 |  | 2,489,247 |  | 97.8       
|Simuel Sippial            |  | 112,905,981 |  | 2,580,660 |  | 97.8       



In addition to the
foregoing, the following directors will continue to serve:



Directors whose terms expire in 2007: Robert S. Craft, Hubert L. Harris, Jr., Clinton O. Holdbrooks, Harold D. King, Robert E. Lowder, John C. H. Miller, Jr., James W. Rane.



Directors whose terms expire in 2006: Lewis E. Beville, Jerry J. Chesser, John Ed Mathison, Joe D. Mussafer, Frances E.
Roper and Edward V. Welch.



2. To ratify and approve an
amendment to BancGroups Restated Certificate of Incorporation which would increase the number of authorized shares of BancGroups common stock, par value $2.50, from 200,000,000 to 400,000,000.



|            |  |            |  |         |  |                                     
|----------- |  | ---------- |  | ------- |  | ------------------------------------
|FOR         |  | AGAINST    |  | ABSTAIN |  | Percent FOR out of Total Outstanding
|104,349,731 |  | 10,570,419 |  | 566,491 |  | 76.1                                



3. To ratify and
approve an amendment to BancGroups Restated Certificate of Incorporation which would authorize the issuance of 50,000,000 shares of preferred stock. The new class of preferred stock would be used as a financing vehicle and would not be issued
for the principal purpose of acting as an antitakeover device.



|           |  |            |  |         |  |                                     
|---------- |  | ---------- |  | ------- |  | ------------------------------------
|FOR        |  | AGAINST    |  | ABSTAIN |  | Percent FOR out of Total Outstanding
|79,731,990 |  | 11,189,056 |  | 746,550 |  | 58.1                                



39



---

##### Table of Contents

4. To ratify and approve the Amended and Restated Management Incentive Plan.



|            |  |           |  |           |  |            
|----------- |  | --------- |  | --------- |  | -----------
|FOR         |  | AGAINST   |  | ABSTAIN   |  | Percent FOR
|108,038,824 |  | 6,132,126 |  | 1,315,691 |  | 93.6       



Item 5. Other InformationN/A



Item 6. Exhibits.



Exhibits
required by Item 601 of Regulation S-K



|        |  |                                                                       
|------- |  | ----------------------------------------------------------------------
|Exhibit |  |                                                                       
|31.1    |  | Rule 13a-14(a)/15d-14(a) Certifications of the Chief Executive Officer
|        | 
|31.2    |  | Rule 13a-14(a)/15d-14(a) Certifications of the Chief Financial Officer
|        | 
|32.1    |  | Rule 13a-14(b) Certifications of the Chief Executive Officer          
|        | 
|32.2    |  | Rule 13a-14(b) Certifications of the Chief Financial Officer          



40



---

##### Table of Contents

SIGNATURE



Pursuant to the
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                     |  |                              |  |                                          
|-------------------- |  | ---------------------------- |  | -----------------------------------------
|                     |  | THE COLONIAL BANCGROUP, INC.
|                     |  |                             
|Date: August 4, 2005 |  | By:                          |  | /s/    SHEILA MOODY                      
|                     |  |                              |  | Sheila Moody Its Chief Accounting Officer



41