Filed by The South Financial Group, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934. Subject Company: The South Financial Group, Inc. Commission File No. 0-15083 THE SOUTH FINANCIAL GROUP MODERATOR: ED MATTHEWS JULY 17, 2002/9:00 A.M. CDT THE SOUTH FINANCIAL GROUP JULY 17, 2002 9:00 A.M. CDT Coordinator Good morning and welcome to The South Financial Group Second Quarter Earnings Release conference call. All participants will be on a listen only mode until the question and answer session of the call. This conference is being recorded at the request of The South Financial Group. If you have any objections, you may disconnect at this time. I would now like to introduce your conference host, Mr. Ed Matthews, Chief Financial Officer of The South Financial Group. Mr. Matthews, you may begin when ready. E. Matthews Thank you and good morning. Let me remind you that a number of our comments today will constitute forward- looking statements and are subject to risk and uncertainties. These statements will speak only as of today. We undertake no obligation to release revisions to these forward- looking statements or to reflect events and circumstances that occur after today. The South Financial Group's actual results may differ materially from those set forth in such forward-looking statements. Today's forward-looking statements will include, but are not limited to statements regarding factors which may affect earnings, financial ratios, net interest margins, cost savings, provision for loan losses, tax rates and credit quality. Reference is made to The South Financial Group's reports filed with the Securities and Exchange Commission for a discussion of factors that may cause such differences to occur. Today the Company's reporting net income for the second quarter is $15 million, or $0.36 per diluted share. This represents a 64% increase over second quarter of 2001 earnings per diluted share of $0.22. These quarterly results are the highest in The South Financial Group's history and represents the fifth consecutive quarterly increase. Second quarter of 2002 was a relatively clean quarter, with only two non- recurring items. We had gain on the South Securities of $186,000 and we recognized a loss on one of our equity investments of $150,000, which net to $24,000 after tax. We adopted Statement of Financial Accounting Standard 142 on January 1, 2002 and we ceased amortization of goodwill. Second quarter of 2001 includes approximately $1.1 million pre-tax or $0.02 per diluted share for amortization of intangibles. They're not amortized in 2002 under Statement of Financial Accounting Standard 142. The net interest margin increased slightly to 394 basis points during the quarter, from 390 basis points in the first quarter. Net interest income increased 24% from the second quarter of 2001 due to higher net interest margin and 16% growth and average earning assets. The improvement in net interest margin is primarily attributable to re-pricing maturing certificates of deposit at significantly lower rates. Average loans increased at an annualized rate of 12% during the quarter and average deposits increased at an annualized rate of 4%. At June 30th the unrealized gain on securities, which is included in Accumulated Other Comprehensive Income, totaled $10.4 million. Non-interest income totaled $13.5 million for the second quarter, for an increase of 15% over the first quarter of last year. The increase reflects higher customer service fees and service charges on deposit accounts, fees for investment services and merchant processing income. The increase also reflects results from our customer service and sales process, Elevate, which we implemented earlier this year. Excluding non-recurring items, second quarter non-interest income declined from the previous year's quarter by $433,000. As expected, mortgage banking income declined as a result of lower servicing portfolio and the outsourcing of servicing to outside third party servicers beginning in 2002. Losses on the sale of real estate, which totaled $238,000 for the quarter, compared with a prior year gain of $398,000, also reduced non-interest income. Non-interest expenses for the second quarter of 2002 totaled $38.4 million. This represents a 2% increase from the preceding quarter, which can be contributed to additional advertising expense incurred to support merchants processing and data card operations. The Company's efficiency ratio for the second quarter of 2002 was 55.9% compared with 63% for the second quarter of 2001 and 57.1% for the first quarter of 2002. The provision for loan losses increased $644,000 from the second quarter a year ago. The allowance to period-end loans remained at 1.2%, and Mike Sperry, our Chief Credit Officer will address both non-accrual loans and net loan charge-offs in just a few minutes in his credit quality update. During the quarter we raised approximately $51.6 million of capital from the sale of preferred shares issued by Real Estate Investment Trust, which is owned by Carolina First Bank. These securities are like those sold in 2001 and will be included as a minority interest and consolidated subsidiary on the balance sheet. In addition, last week we raised approximately $25 million in a pooled trust preferred issue. Let me give you some updated assumptions to use in the second half of 2002. These assumptions include Gulf West, beginning August 31st, but do not include the associated non-recurring merger costs, which I will address in just a few minutes. We expect annualized earning asset growth of approximately 8%. We still expect a slight improvement in the net interest margin of two to three basis points. We expect a quarterly provision for loan losses between $6 and $7 million, non-interest income of approximately $13.7 to $14.2 million per quarter, total non-interest expense of approximately $39.8 to $40.3 million in the third quarter, excluding merger related expenses, and dividends to minority interest and consolidated subsidiary of approximately a million dollars per quarter after tax. We will be using an effective tax rate of approximately 32.5%, assuming no realization of capital gains, which could modestly reduce that tax rate. The third quarter will include merger related costs from the Gulf West merger. In addition, we have completed our valuation of goodwill and other intangible assets in connection with the adoption of FAS-142. We expect to take a $1.4 million charge in the third quarter related to the impairment of goodwill associated with Carolina First Mortgage Company. Last week Gulf West shareholders approved the merger. We anticipate closing the deal at the end of August, at which time we will convert over all Gulf West operating systems. Yesterday, Gulf West reported second quarter 2002 earnings of $1.5 million or $0.18 per diluted share. These earnings increased 30% and 29% over second quarter 2001 net income and earnings per diluted share, respectively. We are still confident in our ability to realize cost savings of approximately 25% of Gulf West non-interest expenses or $4 million pre-tax. We anticipate incurring merger related charges in the $15 to $17 million range. Approximately $8 million of these charges will be accounted for as additional acquisition cost resulting in additional goodwill and will include investment banker fees, legal fees, accounting fees and severance. We expect to incur approximately $3 million in equipment and software costs, which will be capitalized, and we anticipate $4 to $6 million in system conversion cost, merger related advertising, personnel training and pay to stay bonuses, which will be included in current expenses during the second half of the year. At this time we anticipate booking a core deposit intangible in the $13 million range and a resulting goodwill of approximately $85 million. Both of these numbers, however, are subject to change as a result of the final valuation study. I will now turn the call over to Mack and Mike Sperry to discuss more about the quarter. M. Whittle, Jr. A year ago we said we would increase EPS each quarter. That's exactly what we've done for the past five consecutive quarters. Last year we set a goal of a 14.50% ROE and a 1.25% ROA by the end of 2003. Today we remain focused on achieving these goals and continuing to report steady progress. This quarter's financial performance demonstrates progress in meeting our financial goals. Today we reported higher non-interest income, up 15% from last quarter, expansion in our net interest margin, improvement in our efficiency ratio to 55.9%, which is close to our internal goal by the end of this year of 55%, and decreases in both non-performing assets and net loan charge-offs. At last quarter's conference call we highlighted why we believe our progress would continue. We cited two significant opportunities; increasing non-interest income through our elevated process to levels equal to our peers and bringing our credit losses back to historic levels. In a moment I will provide you an update on our non-interest income, which has exceeded our expectations for the quarter. But first, I would like to ask Mike Sperry, our Chief Credit Officer, to provide an update on our credit quality measures and outlook. M. Sperry Good morning. In our last conference call we indicated that our credit quality measures should improve in the second quarter, and I'm pleased to report that they did. Non-accrual loans declined $4.5 million from $43.5 million to $39 million, or from 1.15% to 1% of quarter end loans. Our four largest non-accruals account for $17.9 million; almost half of this total. The largest is a $17.7 million loan to a privately owned water utility. We reported last quarter that this utility was under contract for sale pending regulatory approval. The approval of that sale has been granted by the governing public service commissions and we expect the sale to close and the balance of our loan to pay out some time this quarter. The second largest, which is $4.5 million, is on a real estate development in Florida. We are in litigation and do not expect a resolution of this until the fourth quarter or perhaps not until the first quarter of next year. The third largest is $3.8 million to a real estate investor in Florida, whose credit also in litigation, but we do expect to resolve it in the fourth quarter. The fourth largest, which is $1.9 million, is on a golf course in Florida. The owners of this property are close to signing a contract for sale and we expect this property to be sold this quarter. If the sale does occur as anticipated, our loan will pay out this quarter. Our quarter end loss estimate on these four relationships totaled $500,000. Our total loss estimate on all non-accruing loans was $4.3 million, which is down slightly from $4.4 million last quarter. So, if we get the expected pay out on the water utility loan and the golf course loan, and if we don't have any large additions, non-accruals should decline again this quarter. Those are two big ifs, closings are often delayed and also since the economy weakened in the first quarter of last year we've had additions to non-accrual every quarter and we can obviously have one or two large ones this quarter. On balance, however, although I don't anticipate this, the total could increase slightly or we may not have as significant a reduction as we enjoyed in the second quarter. Loan losses in the quarter were $4.5 million, .46% of average loans, which is down nicely from last quarter's $5.6 million and .60% of average loans. Higher than normal recovery has contributed to this improvement, but lower consumer loan losses were the primary cause. We are cautiously optimistic about the next couple of quarters. Our losses may improve slightly from the second quarter level or they might not, they might increase slightly but we do not anticipate that they will return to the first quarter's level. Delinquencies also improved significantly. Loans over 30 days past due were 2.40% at the end of last year. They improved to 2.05% at the end of the first quarter and fell again to 1.61% at the second quarter end. On these same dates accruing past dues, which means past dues excluding non-accruals, declined from 1.39% to 0.93% to 0.68%. Generally, loans over 90 days past due and still accruing fell from 38 basis points to 33 basis points to 18 basis points. These ratios, of course, are higher than their historical norms, a reminder that the economy is still weak, but this trend is very encouraging. In short, we had a good quarter. We may have turned the corner, however, lest you attempted to read too much into that comment, I close with a caveat relating to the near term outlook. Recent developments on Wall Street are a signal that the recession may not be over. In the markets where we lend money, businesses continue to struggle with lower revenues and consumers continue to worry about keeping their jobs. While we have reason to anticipate continued improvement, the better business climate we need to sustain a trend of steady improvement is just not yet evident. With that, I'll turn it back to Mike. M. Sperry As you can see, our strategies are in place and are working. This morning I want to highlight the steps we've taken to position our company for long term superior performance. As you may recall, the year 2000 was a building year for us. We put a new management team in place. We put technology in place, including a new operating system, products and markets in place to build a strong foundation for our company. We can now double our current size with this leadership and technology we already have on board. We are ready and the structure is in place to do that. That's why, if you track our efficiency ratio from the fourth quarter of 2000, you will see a steady decline from over 70% to the 55.9% we reported today. While increasing profitably, we are also working on lowering our risk profile. Our goal is to deliver consistent quarter by quarter earnings growth. We strive to maintain a neutral interest rate position, so market rate swings will not significantly impact net interest income. This quarter, we move closer to a neutral position. We have developed a credit risk management process designed to identify potential problems before they become actual problems. Our process reduces the risk of major surprises and has served us well in this economic downturn. We raised capital during the quarter and increased our capital ratios, which were already above the well capitalized guidelines. Bringing our non-interest income up to peer level is our biggest performance upside. This is a low risk strategy to improve profitability and returns. Elevate, our customer centered sales process is designed to yield long term sustainable benefits. We are creating a proactive customer centered sales culture for our employees by providing tools to capitalize upon what we already do quite well. We completed the initial training of Elevate in February of this year and based on our earlier results it is working. How do we know it's working? At the end of May we started a deposit campaign based on employee referrals to raise our numbers and dollars of transactions accounts. In the first month we increased transaction deposit accounts by over $57 million. Also, during the quarter we begin to see line of business referrals turn into actual successful sales. We saw increases in fee income across the board, including trust, brokerage., mortgage banking, insurance, merchant processing and debt card income. We operate in superior markets. Projected five-year population growth for our markets averages over twice the US median. Projected five-year per capita income growth in these same markets averages 20% higher than the US median. Our pending merger with Gulf West will add the Tampa Bay area to our Florida operation, which fits extremely well into our existing presence in Orlando and Jacksonville. The greater Tampa Bay area meets our objective of operating in the right markets. It is the second largest SMSA in the Southeast behind Atlanta. In addition, this region ranked first in the nation in new jobs created between December 2000 and December of 2001. We are enthusiastic about the opportunity presented by our pending merger with Gulf West. Our merger team is well organized and energized by how well our two management teams work together. We are especially pleased by the Gulf West management talent that we will be adding to our Florida operation and the opportunity to introduce fee income products in this new market. In particular, we are very appreciative of Gordon Campbell and other members of the Gulf West Senior management and the job they are currently doing. Bob Blakely has agreed to be market President for the Tampa St. Pete market and we are effectively leaving the Gulf West management team in place. I do want to stress that the merger enhances our plans to meet the profitability targets and to achieve the ROA and ROE goals we set for the end of 2003. We remain confident that we will achieve a financial impact that is immediately accretive to our earnings. Everyone involved at both The South Financial Group and Gulf West understands the importance of realizing the cost savings of $4 million pre-tax and executing this merger with a positive financial impact. The second quarter of this year was an excellent quarter for us. We are pleased with the progress we're making and with the organization we've built. We have solid positions in high growth markets and revenue growth opportunities are enhanced by our Elevate process. We are on track to achieve our ROA and ROE goals by the end of 2003, however, these goals are interim steps, not a final goal. We are not resting on the laurels of this quarter, we remain committed to making The South Financial Group a top performer in comparison with our peer group. And with that I would like to open it up for questions. Coordinator We have a question from Jeff Davis from Midwest Research. J. Davis Good morning, good quarter gentlemen. A couple of questions I had to bounce a way for a moment, so if you covered it, I apologize. Mike or Mack, first if you could give us a little more color on the loan growth we saw on ... quarter, at least on the average balances? Since we are not seeing it elsewhere around the country, though we are certainly seeing the follow through on improvement and credit quality. Then Ed, I would like to come back to you on the merger charges again. M. Sperry I can talk about loan growth. J. Davis Okay, that's fine. M. Sperry Total loans grew point to point for the quarter, $135 million; $73 million of that, a little over half, was in consumer loans. Most of that was in equity lines. We grew equity lines $60 million in the quarter. That is a significant growth in that particular product. It's a combination of two things. One, the fact that we've enhanced the product to make it more competitive this quarter and also as Mack mentioned, the Elevate process has energized the referrals in that process, so it's a direct result of the combination of those two things. The growth in commercial loans was about $63 million. It's split kind of half and half between Florida and South Carolina and there are really only two key contributors to that; one, is that we had some funding of construction loans that were approved in the fourth quarter of last year and the first quarter of this year that came to fruition in this quarter and secondly, we continue to be very selective of course, but we continue to get opportunities to take whole relationships away from merging banks in our market, the Wachovia/First Union merger. So, those are the things that contributed to a little bit higher than what we expected ... growth. M. Whittle Jeff, I think we'll continue to see opportunities from the Wachovia/First Union merger, especially in the South Carolina market as we go through the balance of the year. J. Davis Then Mike, on the equity lines, that's all originated through your system; there are no wholesale purchases, right? M. Sperry That's correct. J. Davis In the enhancement, I noticed a Tennessee bank offering home equity lines at 2.9%. Are you doing anything that low? M. Sperry No, ours was not rate related. It was more in terms of repayment terms, interest...loans for five years, and things of that nature. Our rates are normal market rates. J. Davis Ed, can I get you to walk us through the merger charges again, what's going to be capitalized, what we're going to expense, etc.? E. Matthews Okay, Jeff we're going to have $15 to $17 million and that's an all-inclusive merger charge. J. Davis Okay. E. Matthews Okay, as the $15 to $17 million, about $8 million will be included as additional acquisition cost and as a result will be included in goodwill. J. Davis We are going to capitalize? E. Matthews And that $8 million are the investment banking fees, legal accounting fees, and severance. J. Davis Okay, that's fine. E. Matthews Okay, you've got about $3 million in equipment upgrades, software upgrades, and conversion costs there. That $3 million will be capitalized as FF&E and depreciated over its respective term. The balance, which is $4 to $6 million, will be for advertising, personnel training, pay to stay bonuses and that will be included during the second half of the year. J. Davis That is expense? E. Matthews That will be current expense. J. Davis Okay. Coordinator Our next question comes from Todd Hagerman. T. Hagerman Good morning. If I could just follow up on Jeff's earlier question on loan growth. Can you talk a little bit more, just on the commercial side, you guys have had pretty good growth in the commercial now in a couple of quarters. Can you talk a little bit about just the middle market customer as well as the syndicated portfolio a little bit in terms of, are you seeing any, is the pipeline building there? Is there any growth that's coming out of those two segments? E. Matthews I'll lead out on that, Mike. There are two things going on. Obviously, the old Wachovia had the largest deposit market share in South Carolina and they are the largest financial institution in all of these major markets that we talk about in South Carolina. With First Union making that acquisition, a lot of those old customers are now looking for other opportunities to do banking. These are the old South Carolina National Bank customers that Wachovia bought back in 1992. In addition to that, there's been a change in the middle market strategy of Bank of America and they have abandoned a number of the markets ... They have removed commercial lenders from a number of markets in South Carolina. As a result of that, we picked up a substantial amount of what we call middle market commercial customers. Those are companies typically with $50 million in sales and under, but they have taken commercial lenders out of any market that has a population of less than 50,000 people and we have seen some real old line South Carolina companies that have come to us, as a result of that. Mike, do you want to add to that? M. Sperry The only thing I would add is, he asked about the syndication approval. We don't do a great deal of that kind of lending. J. Davis Right. M. Sperry We do have 10 or 12 share national credits. The total commitment outstanding on that portfolio is $110 to $120 million, something on that range. The outstanding is less than half that. We have added probably three or four of those this year. We started last year with about eight and now we've got 12, I think. They're not all closed yet, but again those have come primarily from people who were with those other banks and have asked us to take them out. J. Davis Right, that $110 million you say, how does that compare to a year ago? M. Sperry It was probably $70 million a year ago. M. Whittle These are in most cases, in all cases, they're South Carolina based companies. They're companies that have headquarters in South Carolina or have a major presence in the markets that we're in. These are not blind credits that we don't know anything about. J. Davis Sure. M. Sperry Our criteria is that they have to be headquartered in South Carolina, the pricing has to be attractive compared to other alternatives, the management has to be accessible to us, so we can go meet with them. We don't do one of these, unless I personally meet with them and they have to be in industries we understand. M. Whittle This would be similar to what used to be called the National Credit Market in some of the commercial banks that most of us work in. They are national credits, but they have a very strong local presence and in most cases have a corporate or regional headquarters in South Carolina. Coordinator Our next question comes from John Kline from Sandler O'Neil. J. Kline Congratulations on a really good quarter guys. Just a couple of clarifications, on the mortgage banking charge that you mentioned Ed, was that $1.4 million? E. Matthews I believe that's correct. J. Kline Could you just expand on that? You're exiting the business or...? E. Matthews No, you are talking about what's included in the goodwill number in merger charges? I'm sorry, the impairment. I'm with you. J. Kline I just wasn't clear on that. I was trying to keep up with you. What is that? Was that this quarter or is that expected for next quarter? E. Matthews Okay, it's in connection, it will be in third quarter. Let me talk about that for just a minute. The $1.4 million is goodwill that we have recorded associated with our mortgage company. With the adoption of FAS-142, it was adopted on January 1st, so we seized amortization of goodwill. You have until June 30th to assess rather or not you have impairment and under FAS-142 you have until the end of this year to record that impairment. J. Kline Got you. E. Matthews We're planning to record that in the third quarter and that impairment is $1.4 million, but with this adoption of 142 it's a little bit different, in that it will not show up in our third quarter numbers. It will be reported in our year to date number, but not in our third quarter number. J. Kline Okay. E. Matthews It's reported on the income statement as an cumulative change in accounting principle, so if it's reported down at the bottom of the income statement. You won't see it in the three months ended September 30th, but you will see it in the nine months ended September 30th. J. Kline Okay, great and just in your guidance you mentioned 8%. Was that earning asset growth or asset growth and is it for the balance of the year? E. Matthews It's earning asset growth for the balance of the year. J. Kline And does that include Gulf West? E. Matthews No, that does not. The 8%, you will need to add our earnings assets with Gulf West earnings assets. J. Kline Great. E. Matthews With the 8% on top of that annualized. J. Kline What's the balance of the water utility credit? M. Sperry It's $7.7 million. J. Kline Great, thanks a lot guys. Coordinator Our next question comes from Gary Tenner from Sun Trust Robinson. G. Tenner Hello, I had one quick question, just to clarify. Looking at the second half assumptions, the fee income level of 13.7 to 14.2, was that Q3 only or was that both for Q3 and Q4? E. Matthews That is for Q3 only. G. Tenner Okay, very good. Thank you. Coordinator Our next question comes from Jeff Davis from Midwest Research. J. Davis Ed, I got cut off. I'm sorry, the core deposit is, how much is the core deposit intangible? I know it's subject to final valuation. E. Matthews It's going to be about $13 million is what we're expecting. J. Davis Okay, what's our amortization run off schedule look like roughly, Ed? E. Matthews Ten years...some of the year's digits is what we're expecting. J. Davis Okay, since I'm not quick with math, what's our first year run rate likely to be? E. Matthews About $2 million pre-tax. J. Davis Okay, great. Then, on the AFS, the unrealized gain now is what, $10 million? E. Matthews On the securities it's $10.4 million. J. Davis Okay. E. Matthews And the reason I bring that up is it was negative 15 .... did a $25 million flip flop in our equity. J. Davis Right, okay, are you going to do any restructuring with Gulf West? E. Matthews Portfolio? J. Davis Yes. E. Matthews We may do a little bit, I wouldn't think it would be extensive. J. Davis Okay. E. Matthews They do not have that extensive of an investment portfolio. J. Davis Okay, I just simply ask because the treasuries got under water pretty quickly the first part of this year. I know the markets come back your way. Okay and then last Ed, capital management, what, if anything, did you do this quarter and what are your plans for the balance of the year, aside from our ... capital issues. E. Matthews Okay, Jeff you said you stepped away, so I'm not sure what... J. Davis Repurchases, Ed. E. Matthews Repurchases, I'm sorry, because we talked about that we did some...and we also did a trust preferred. I'm not sure if you heard that. J. Davis I did get that portion. E. Matthews Repurchases, I will not rule it out. We may do that, but if we do it will be in the fourth quarter. J. Davis Okay, and none repurchased this quarter? E. Matthews No. J. Davis Okay, do you still have the equity for it outstanding? E. Matthews Yes, we do. J. Davis Okay, and let's see you settled that by delivery of shares? E. Matthews We will settle that by delivering of shares and we have suspended that, that repurchase has been suspended, so that will unwind, we're anticipating, in October. J. Davis Okay, so is that a net issuance then of a million for the quarter. I guess it's a wash going back? E. Matthews It is. Jeff, you're getting into a fairly detailed calculation, but it's a reflection of that million shares. When we settle this thing in October, the change in market price of that stock is the impact of reflecting that in shares is included in the calculation of our diluted earnings per share. J. Davis I will give you a follow up call, because that is more technical here. E. Matthews Please. J. Davis Anyway, good quarter gentlemen. Thanks much. Coordinator Our next question comes from Holly Clark from Scott and Stringfellow. H. Clark Thank you and nice quarter and my questions have been answered. So thank you very much. Coordinator Our next question comes from Russ Haberman from Haberman Brothers. R. Haberman Good morning gentlemen, how are you? Nice quarter. I just wanted to ask you a quick question regarding the equity investment. You said you took $150,000 hit. I was just wondering, what was that from? Was that from your Rock Hill Investment? I happened to see that they, excuse my expression, stepped into a pile of doo. One, have you been in touch with them and does that present an opportunity perhaps at some point for you? E. Matthews Let's dice this up just a little bit. The loss we took does not reflect Rock Hill's. It's disclosed in our financial publications with the SEC, but we do have a fairly substantial ownership in Rock Hill, but the $150,000 is not. We have a small business, a lending operation, and the $150,000 is related to an investment that we have had for some time in a locally owned and operated business. R. Haberman As a follow up, can you tell what you know about the Rock Hill and have you been in touch with them? E. Matthews No and no. M. Sperry We know no more than you've read in the newspaper. R. Haberman Okay. Thank you. Coordinator I am showing no questions at this time. E. Matthews Thank you very much....if you will remind everyone of the play back please. Coordinator Thank you for joining today's conference call. Should you want to listen to today's replay, call 1-800-925-3896 or the toll number which is 1-402-220-4155.