10-Q 1 form10q-124298_fbnc.htm 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

Commission File Number 0-15572

FIRST BANCORP

(Exact Name of Registrant as Specified in its Charter)

North Carolina |  | 56-1421916
(State or Other Jurisdiction of |  | (I.R.S. Employer
Incorporation or Organization) |  | Identification Number)
341 North Main Street, Troy, North Carolina |  | 27371-0508
(Address of Principal Executive Offices) |  | (Zip Code)
(Registrant's telephone number, including area code) |  | (910) 576-6171

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 twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ý YES o NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ý YES o NO

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

o Large Accelerated Filer | ý Accelerated Filer | o Non-Accelerated Filer | o Smaller Reporting Company
|  | (Do not check if a smaller |
|  | reporting company) |

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o YES ý NO

The number of shares of the registrant's Common Stock outstanding on July 31, 2012 was 16,975,481.

I NDEX

FIRST BANCORP AND SUBSIDIARIES

| Page
Part I. Financial Information |
Item 1 - Financial Statements |
Consolidated Balance Sheets - June 30, 2012 and June 30, 2011 (With Comparative Amounts at December 31, 2011) | 4
Consolidated Statements of Income - For the Periods Ended June 30, 2012 and 2011 | 5
Consolidated Statements of Comprehensive Income -For the Periods Ended June 30, 2012 and 2011 | 6
Consolidated Statements of Shareholders’ Equity - For the Periods Ended June 30, 2012 and 2011 | 7
Consolidated Statements of Cash Flows - For the Periods Ended June 30, 2012 and 2011 | 8
Notes to Consolidated Financial Statements | 9
Item 2 – Management’s Discussion and Analysis of Consolidated Results of Operations and Financial Condition | 41
Item 3 – Quantitative and Qualitative Disclosures About Market Risk | 65
Item 4 – Controls and Procedures | 67
Part II. Other Information |
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds | 68
Item 6 – Exhibits | 68
Signatures | 70

Page 2

Index

FORWARD-LOOKING STATEMENTS

Part I of this report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995, which statements are inherently subject to risks and uncertainties. Forward-looking statements are statements that include projections, predictions, expectations or beliefs about future events or results or otherwise are not statements of historical fact. Such statements are often characterized by the use of qualifying words (and their derivatives) such as “expect,” “believe,” “estimate,” “plan,” “project,” or other statements concerning our opinions or judgment about future events. Our actual results may differ materially from those anticipated in any forward-looking statements, as they will depend on many factors about which we are unsure, including many factors which are beyond our control. Factors that could influence the accuracy of such forward-looking statements include, but are not limited to, the financial success or changing strategies of our customers, our level of success in integrating acquisitions, actions of government regulators, the level of market interest rates, and general economic conditions. For additional information about factors that could affect the matters discussed in this paragraph, see the “Risk Factors” section of our 2011 Annual Report on Form 10-K.

Page 3

Index

Part I. Financial Information

Item 1 - Financial Statements

First Bancorp and Subsidiaries

Consolidated Balance Sheets

($ in thousands-unaudited) |  | June 30, 2012 |  |  | December 31, 2011(audited) |  |  | June 30, 2011 |
ASSETS |  |  |  |  |  |  |  |  |  |  |  |
Cash and due from banks, noninterest-bearing |  | $ | 58,872 |  |  |  | 80,341 |  |  |  | 73,676 |
Due from banks, interest-bearing |  |  | 203,313 |  |  |  | 135,218 |  |  |  | 163,414 |
Federal funds sold |  |  | — |  |  |  | 608 |  |  |  | 1,157 |
Total cash and cash equivalents |  |  | 262,185 |  |  |  | 216,167 |  |  |  | 238,247 |
Securities available for sale |  |  | 171,907 |  |  |  | 182,626 |  |  |  | 171,844 |
Securities held to maturity (fair values of $61,676, $62,754, and $59,860) |  |  | 56,182 |  |  |  | 57,988 |  |  |  | 57,593 |
Presold mortgages in process of settlement |  |  | 4,053 |  |  |  | 6,090 |  |  |  | 2,466 |
Loans – non-covered |  |  | 2,114,906 |  |  |  | 2,069,152 |  |  |  | 2,040,714 |
Loans – covered by FDIC loss share agreement |  |  | 322,895 |  |  |  | 361,234 |  |  |  | 401,726 |
Total loans |  |  | 2,437,801 |  |  |  | 2,430,386 |  |  |  | 2,442,440 |
Allowance for loan losses – non-covered |  |  | (47,523 | ) |  |  | (35,610 | ) |  |  | (34,465 | )
Allowance for loan losses – covered |  |  | (5,931 | ) |  |  | (5,808 | ) |  |  | (5,540 | )
Total allowance for loan losses |  |  | (53,454 | ) |  |  | (41,418 | ) |  |  | (40,005 | )
Net loans |  |  | 2,384,347 |  |  |  | 2,388,968 |  |  |  | 2,402,435 |
Premises and equipment |  |  | 73,642 |  |  |  | 69,975 |  |  |  | 68,898 |
Accrued interest receivable |  |  | 10,932 |  |  |  | 11,779 |  |  |  | 12,000 |
FDIC indemnification asset |  |  | 116,902 |  |  |  | 121,677 |  |  |  | 142,894 |
Goodwill |  |  | 65,835 |  |  |  | 65,835 |  |  |  | 65,835 |
Other intangible assets |  |  | 3,452 |  |  |  | 3,897 |  |  |  | 4,349 |
Other real estate owned – non-covered |  |  | 37,895 |  |  |  | 37,023 |  |  |  | 31,849 |
Other real estate owned – covered |  |  | 70,850 |  |  |  | 85,272 |  |  |  | 102,883 |
Bank-owned life insurance |  |  | 27,380 |  |  |  | 2,207 |  |  |  | 2,160 |
Other assets |  |  | 43,193 |  |  |  | 40,970 |  |  |  | 30,296 |
Total assets |  | $ | 3,328,755 |  |  |  | 3,290,474 |  |  |  | 3,333,749 |
LIABILITIES |  |  |  |  |  |  |  |  |  |  |  |
Deposits: Noninterest bearing checking accounts |  | $ | 381,353 |  |  |  | 335,833 |  |  |  | 323,223 |
Interest bearing checking accounts |  |  | 472,342 |  |  |  | 423,452 |  |  |  | 371,693 |
Money market accounts |  |  | 545,356 |  |  |  | 513,832 |  |  |  | 499,286 |
Savings accounts |  |  | 160,137 |  |  |  | 146,481 |  |  |  | 145,576 |
Time deposits of $100,000 or more |  |  | 725,699 |  |  |  | 753,233 |  |  |  | 765,787 |
Other time deposits |  |  | 553,411 |  |  |  | 582,206 |  |  |  | 641,853 |
Total deposits |  |  | 2,838,298 |  |  |  | 2,755,037 |  |  |  | 2,747,418 |
Securities sold under agreements to repurchase |  |  | — |  |  |  | 17,105 |  |  |  | 68,608 |
Borrowings |  |  | 111,394 |  |  |  | 133,925 |  |  |  | 138,796 |
Accrued interest payable |  |  | 1,549 |  |  |  | 1,872 |  |  |  | 2,208 |
Other liabilities |  |  | 37,440 |  |  |  | 37,385 |  |  |  | 24,421 |
Total liabilities |  |  | 2,988,681 |  |  |  | 2,945,324 |  |  |  | 2,981,451 |
Commitments and contingencies |  |  |  |  |  |  |  |  |  |  |  |
SHAREHOLDERS’ EQUITY |  |  |  |  |  |  |  |  |  |  |  |
Preferred stock, no par value per share. Authorized: 5,000,000 shares |  |  |  |  |  |  |  |  |  |  |  |
Issued and outstanding: 63,500, 63,500, and 65,000 shares |  |  | 63,500 |  |  |  | 63,500 |  |  |  | 65,000 |
Discount on preferred stock |  |  | — |  |  |  | — |  |  |  | (2,474 | )
Common stock, no par value per share. Authorized: 40,000,000 shares |  |  |  |  |  |  |  |  |  |  |  |
Issued and outstanding: 16,973,008, 16,909,820 and 16,862,536 shares |  |  | 105,437 |  |  |  | 104,841 |  |  |  | 105,141 |
Retained earnings |  |  | 179,298 |  |  |  | 185,491 |  |  |  | 188,737 |
Accumulated other comprehensive income (loss) |  |  | (8,161 | ) |  |  | (8,682 | ) |  |  | (4,106 | )
Total shareholders’ equity |  |  | 340,074 |  |  |  | 345,150 |  |  |  | 352,298 |
Total liabilities and shareholders’ equity |  | $ | 3,328,755 |  |  |  | 3,290,474 |  |  |  | 3,333,749 |

See notes to consolidated financial statements.

Page 4

Index

First Bancorp and Subsidiaries

Consolidated Statements of Income

|  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
($ in thousands, except share data-unaudited) |  | 2012 |  |  | 2011 |  |  | 2012 |  |  | 2011 |
INTEREST INCOME |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest and fees on loans |  | $ | 35,636 |  |  |  | 38,464 |  |  |  | 70,678 |  |  |  | 75,271 |
Interest on investment securities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Taxable interest income |  |  | 1,149 |  |  |  | 1,463 |  |  |  | 2,407 |  |  |  | 2,895 |
Tax-exempt interest income |  |  | 491 |  |  |  | 499 |  |  |  | 984 |  |  |  | 999 |
Other, principally overnight investments |  |  | 178 |  |  |  | 103 |  |  |  | 317 |  |  |  | 193 |
Total interest income |  |  | 37,454 |  |  |  | 40,529 |  |  |  | 74,386 |  |  |  | 79,358 |
INTEREST EXPENSE |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Savings, checking and money market |  |  | 759 |  |  |  | 1,103 |  |  |  | 1,608 |  |  |  | 2,333 |
Time deposits of $100,000 or more |  |  | 2,085 |  |  |  | 2,661 |  |  |  | 4,260 |  |  |  | 5,265 |
Other time deposits |  |  | 1,169 |  |  |  | 1,767 |  |  |  | 2,438 |  |  |  | 3,936 |
Securities sold under agreements to repurchase |  |  | — |  |  |  | 48 |  |  |  | 4 |  |  |  | 98 |
Borrowings |  |  | 490 |  |  |  | 470 |  |  |  | 1,034 |  |  |  | 932 |
Total interest expense |  |  | 4,503 |  |  |  | 6,049 |  |  |  | 9,344 |  |  |  | 12,564 |
Net interest income |  |  | 32,951 |  |  |  | 34,480 |  |  |  | 65,042 |  |  |  | 66,794 |
Provision for loan losses – non-covered |  |  | 5,194 |  |  |  | 7,607 |  |  |  | 23,751 |  |  |  | 15,177 |
Provision for loan losses – covered |  |  | 1,273 |  |  |  | 3,327 |  |  |  | 4,271 |  |  |  | 7,100 |
Total provision for loan losses |  |  | 6,467 |  |  |  | 10,934 |  |  |  | 28,022 |  |  |  | 22,277 |
Net interest income after provision for loan losses |  |  | 26,484 |  |  |  | 23,546 |  |  |  | 37,020 |  |  |  | 44,517 |
NONINTEREST INCOME |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Service charges on deposit accounts |  |  | 2,967 |  |  |  | 3,294 |  |  |  | 5,814 |  |  |  | 5,939 |
Other service charges, commissions and fees |  |  | 2,340 |  |  |  | 2,070 |  |  |  | 4,532 |  |  |  | 3,985 |
Fees from presold mortgage loans |  |  | 489 |  |  |  | 346 |  |  |  | 900 |  |  |  | 641 |
Commissions from sales of insurance and financial products |  |  | 432 |  |  |  | 409 |  |  |  | 815 |  |  |  | 764 |
Gain from acquisition |  |  | ─ |  |  |  | ─ |  |  |  | — |  |  |  | 10,196 |
Foreclosed property losses and write-downs – non-covered |  |  | (1,318 | ) |  |  | (271 | ) |  |  | (2,006 | ) |  |  | (1,624 | )
Foreclosed property losses and write-downs – covered |  |  | (6,554 | ) |  |  | (2,583 | ) |  |  | (11,101 | ) |  |  | (7,517 | )
FDIC indemnification asset income, net |  |  | 3,558 |  |  |  | 1,826 |  |  |  | 7,663 |  |  |  | 6,866 |
Securities gains (losses) |  |  | (3 | ) |  |  | 60 |  |  |  | 449 |  |  |  | 74 |
Other gains (losses) |  |  | (141 | ) |  |  | (37 | ) |  |  | 53 |  |  |  | (17 | )
Total noninterest income |  |  | 1,770 |  |  |  | 5,114 |  |  |  | 7,119 |  |  |  | 19,307 |
NONINTEREST EXPENSES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Salaries |  |  | 10,173 |  |  |  | 9,694 |  |  |  | 20,347 |  |  |  | 19,405 |
Employee benefits |  |  | 2,777 |  |  |  | 2,954 |  |  |  | 6,691 |  |  |  | 6,156 |
Total personnel expense |  |  | 12,950 |  |  |  | 12,648 |  |  |  | 27,038 |  |  |  | 25,561 |
Net occupancy expense |  |  | 1,615 |  |  |  | 1,598 |  |  |  | 3,296 |  |  |  | 3,270 |
Equipment related expenses |  |  | 1,164 |  |  |  | 1,110 |  |  |  | 2,334 |  |  |  | 2,172 |
Intangibles amortization |  |  | 223 |  |  |  | 226 |  |  |  | 446 |  |  |  | 450 |
Acquisition expenses |  |  | — |  |  |  | 243 |  |  |  | — |  |  |  | 594 |
Other operating expenses |  |  | 7,496 |  |  |  | 7,088 |  |  |  | 14,709 |  |  |  | 15,909 |
Total noninterest expenses |  |  | 23,448 |  |  |  | 22,913 |  |  |  | 47,823 |  |  |  | 47,956 |
Income (loss) before income taxes |  |  | 4,806 |  |  |  | 5,747 |  |  |  | (3,684 | ) |  |  | 15,868 |
Income taxes (benefit) |  |  | 1,516 |  |  |  | 2,021 |  |  |  | (1,792 | ) |  |  | 5,767 |
Net income (loss) |  |  | 3,290 |  |  |  | 3,726 |  |  |  | (1,892 | ) |  |  | 10,101 |
Preferred stock dividends |  |  | (829 | ) |  |  | (812 | ) |  |  | (1,589 | ) |  |  | (1,625 | )
Accretion of preferred stock discount |  |  | — |  |  |  | (229 | ) |  |  | — |  |  |  | (458 | )
Net income (loss) available to common shareholders |  | $ | 2,461 |  |  |  | 2,685 |  |  |  | (3,481 | ) |  |  | 8,018 |
Earnings (loss) per common share: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Basic |  | $ | 0.15 |  |  |  | 0.16 |  |  |  | (0.21 | ) |  |  | 0.48 |
Diluted |  |  | 0.15 |  |  |  | 0.16 |  |  |  | (0.21 | ) |  |  | 0.48 |
Dividends declared per common share |  | $ | 0.08 |  |  |  | 0.08 |  |  |  | 0.16 |  |  |  | 0.16 |
Weighted average common shares outstanding: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Basic |  |  | 16,952,624 |  |  |  | 16,841,289 |  |  |  | 16,938,620 |  |  |  | 16,827,615 |
Diluted |  |  | 16,952,624 |  |  |  | 16,868,571 |  |  |  | 16,938,620 |  |  |  | 16,855,027 |

See notes to consolidated financial statements.

Page 5

Index

First Bancorp and Subsidiaries

Consolidated Statements of Comprehensive Income

|  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
($ in thousands-unaudited) |  | 2012 |  |  | 2011 |  |  | 2012 |  |  | 2011 |
Net income (loss) |  | $ | 3,290 |  |  |  | 3,726 |  |  |  | (1,892 | ) |  |  | 10,101 |
Other comprehensive income (loss): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Unrealized gains on securities available for sale: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Unrealized holding gains arising during the period, pretax |  |  | 186 |  |  |  | 1,198 |  |  |  | 901 |  |  |  | 1,387 |
Tax benefit |  |  | (72 | ) |  |  | (467 | ) |  |  | (350 | ) |  |  | (541 | )
Reclassification to realized losses (gains) |  |  | 3 |  |  |  | (60 | ) |  |  | (449 | ) |  |  | (74 | )
Tax expense (benefit) |  |  | (1 | ) |  |  | 23 |  |  |  | 175 |  |  |  | 29 |
Postretirement Plans: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Amortization of unrecognized net actuarial loss |  |  | 82 |  |  |  | 140 |  |  |  | 383 |  |  |  | 280 |
Tax expense |  |  | (32 | ) |  |  | (56 | ) |  |  | (149 | ) |  |  | (112 | )
Amortization of prior service cost and transition obligation |  |  | 8 |  |  |  | 9 |  |  |  | 17 |  |  |  | 18 |
Tax expense |  |  | (3 | ) |  |  | (4 | ) |  |  | (7 | ) |  |  | (8 | )
Other comprehensive income |  |  | 171 |  |  |  | 783 |  |  |  | 521 |  |  |  | 979 |
Comprehensive income (loss) |  | $ | 3,461 |  |  |  | 4,509 |  |  |  | (1,371 | ) |  |  | 11,080 |

See notes to consolidated financial statements.

Page 6

Index

First Bancorp and Subsidiaries

Consolidated Statements of Shareholders’ Equity

(In thousands, except per share - unaudited) |  | Preferred |  |  | Preferred Stock |  |  | Common Stock |  |  | Retained |  |  | Accumulated Other Comprehensive |  |  | Total Share- holders’ |
|  | Stock |  |  | Discount |  |  | Shares |  |  | Amount |  |  | Earnings |  |  | Income (Loss) |  |  | Equity |
Balances, January 1, 2011 |  | $ | 65,000 |  |  |  | (2,932 | ) |  |  | 16,801 |  |  | $ | 104,207 |  |  |  | 183,413 |  |  |  | (5,085 | ) |  |  | 344,603 |
Net income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 10,101 |  |  |  |  |  |  |  | 10,101 |
Common stock issued under stock option plans |  |  |  |  |  |  |  |  |  |  | 2 |  |  |  | 30 |  |  |  |  |  |  |  |  |  |  |  | 30 |
Common stock issued into dividend reinvestment plan |  |  |  |  |  |  |  |  |  |  | 30 |  |  |  | 421 |  |  |  |  |  |  |  |  |  |  |  | 421 |
Cash dividends declared ($0.16 per common share) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (2,694 | ) |  |  |  |  |  |  | (2,694 | )
Preferred dividends |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (1,625 | ) |  |  |  |  |  |  | (1,625 | )
Accretion of preferred stock discount |  |  |  |  |  |  | 458 |  |  |  |  |  |  |  |  |  |  |  | (458 | ) |  |  |  |  |  |  | — |
Stock-based compensation |  |  |  |  |  |  |  |  |  |  | 29 |  |  |  | 483 |  |  |  |  |  |  |  |  |  |  |  | 483 |
Other comprehensive income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 979 |  |  |  | 979 |
Balances, June 30, 2011 |  | $ | 65,000 |  |  |  | (2,474 | ) |  |  | 16,862 |  |  | $ | 105,141 |  |  |  | 188,737 |  |  |  | (4,106 | ) |  |  | 352,298 |
Balances, January 1, 2012 |  | $ | 63,500 |  |  |  | — |  |  |  | 16,910 |  |  | $ | 104,841 |  |  |  | 185,491 |  |  |  | (8,682 | ) |  |  | 345,150 |
Net income (loss) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (1,892 | ) |  |  |  |  |  |  | (1,892 | )
Common stock issued into dividend reinvestment plan |  |  |  |  |  |  |  |  |  |  | 31 |  |  |  | 335 |  |  |  |  |  |  |  |  |  |  |  | 335 |
Repurchases of common stock |  |  |  |  |  |  |  |  |  |  | — |  |  |  | (2 | ) |  |  |  |  |  |  |  |  |  |  | (2 | )
Cash dividends declared ($0.16 per common share) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (2,712 | ) |  |  |  |  |  |  | (2,712 | )
Preferred dividends |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (1,589 | ) |  |  |  |  |  |  | (1,589 | )
Stock-based compensation |  |  |  |  |  |  |  |  |  |  | 32 |  |  |  | 263 |  |  |  |  |  |  |  |  |  |  |  | 263 |
Other comprehensive income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 521 |  |  |  | 521 |
Balances, June 30, 2012 |  | $ | 63,500 |  |  |  | — |  |  |  | 16,973 |  |  | $ | 105,437 |  |  |  | 179,298 |  |  |  | (8,161 | ) |  |  | 340,074 |

See notes to consolidated financial statements.

Page 7

Index

First Bancorp and Subsidiaries

Consolidated Statements of Cash Flows

|  | Six Months Ended June 30, |
($ in thousands-unaudited) |  | 2012 |  |  | 2011 |
Cash Flows From Operating Activities |  |  |  |  |  |  |  |
Net income (loss) |  | $ | (1,892 | ) |  |  | 10,101 |
Reconciliation of net income to net cash provided by operating activities: |  |  |  |  |  |  |  |
Provision for loan losses |  |  | 28,022 |  |  |  | 22,277 |
Net security premium amortization |  |  | 907 |  |  |  | 748 |
Purchase accounting accretion and amortization, net |  |  | (5,721 | ) |  |  | (6,565 | )
Gain from acquisition |  |  | — |  |  |  | (10,196 | )
Foreclosed property losses and write-downs |  |  | 13,107 |  |  |  | 9,141 |
Gain on securities available for sale |  |  | (449 | ) |  |  | (74 | )
Other losses (gains) |  |  | (53 | ) |  |  | 17 |
Increase in net deferred loan costs |  |  | (96 | ) |  |  | (323 | )
Depreciation of premises and equipment |  |  | 2,278 |  |  |  | 2,182 |
Stock-based compensation expense |  |  | 263 |  |  |  | 483 |
Amortization of intangible assets |  |  | 446 |  |  |  | 450 |
Origination of presold mortgages in process of settlement |  |  | (41,858 | ) |  |  | (35,532 | )
Proceeds from sales of presold mortgages in process of settlement |  |  | 43,895 |  |  |  | 37,028 |
Decrease in accrued interest receivable |  |  | 847 |  |  |  | 1,579 |
Increase in other assets |  |  | (13,188 | ) |  |  | (6,866 | )
Increase (decrease) in accrued interest payable |  |  | (323 | ) |  |  | 126 |
Increase (decrease) in other liabilities |  |  | 415 |  |  |  | (5,238 | )
Net cash provided by operating activities |  |  | 26,600 |  |  |  | 19,338 |
Cash Flows From Investing Activities |  |  |  |  |  |  |  |
Purchases of securities available for sale |  |  | (47,395 | ) |  |  | (23,721 | )
Purchases of securities held to maturity |  |  | — |  |  |  | (3,816 | )
Proceeds from sales of securities available for sale |  |  | 9,641 |  |  |  | 2,518 |
Proceeds from maturities/issuer calls of securities available for sale |  |  | 48,590 |  |  |  | 34,829 |
Proceeds from maturities/issuer calls of securities held to maturity |  |  | 1,685 |  |  |  | 1,053 |
Purchase of bank-owned life insurance |  |  | (25,000 | ) |  |  | — |
Net decrease (increase) in loans |  |  | (42,993 | ) |  |  | 45,905 |
Proceeds from FDIC loss share agreements |  |  | 15,286 |  |  |  | 32,468 |
Proceeds from sales of foreclosed real estate |  |  | 25,767 |  |  |  | 16,425 |
Purchases of premises and equipment |  |  | (5,945 | ) |  |  | (3,323 | )
Net cash received in acquisition |  |  | — |  |  |  | 54,037 |
Net cash provided (used) by investing activities |  |  | (20,364 | ) |  |  | 156,375 |
Cash Flows From Financing Activities |  |  |  |  |  |  |  |
Net increase (decrease) in deposits and repurchase agreements |  |  | 66,211 |  |  |  | (83,523 | )
Repayments of borrowings, net |  |  | (22,500 | ) |  |  | (62,081 | )
Cash dividends paid – common stock |  |  | (2,708 | ) |  |  | (2,690 | )
Cash dividends paid – preferred stock |  |  | (1,554 | ) |  |  | (1,625 | )
Proceeds from issuance of common stock |  |  | 335 |  |  |  | 451 |
Repurchase of common stock |  |  | (2 | ) |  |  | — |
Net cash provided (used) by financing activities |  |  | 39,782 |  |  |  | (149,468 | )
Increase in cash and cash equivalents |  |  | 46,018 |  |  |  | 26,245 |
Cash and cash equivalents, beginning of period |  |  | 216,167 |  |  |  | 212,002 |
Cash and cash equivalents, end of period |  | $ | 262,185 |  |  |  | 238,247 |
Supplemental Disclosures of Cash Flow Information: |  |  |  |  |  |  |  |
Cash paid during the period for: |  |  |  |  |  |  |  |
Interest |  | $ | 9,667 |  |  |  | 12,438 |
Income taxes |  |  | 5,275 |  |  |  | 11,710 |
Non-cash transactions: |  |  |  |  |  |  |  |
Unrealized gain on securities available for sale, net of taxes |  |  | 277 |  |  |  | 801 |
Foreclosed loans transferred to other real estate |  |  | 25,324 |  |  |  | 42,984 |

See notes to consolidated financial statements.

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Index

First Bancorp and Subsidiaries

Notes to Consolidated Financial Statements

(unaudited) | For the Periods Ended June 30, 2012 and 2011 |

Note 1 - Basis of Presentation

In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the consolidated financial position of the Company as of June 30, 2012 and 2011 and the consolidated results of operations and consolidated cash flows for the periods ended June 30, 2012 and 2011. All such adjustments were of a normal, recurring nature. Reference is made to the 2011 Annual Report on Form 10-K filed with the SEC for a discussion of accounting policies and other relevant information with respect to the financial statements. The results of operations for the periods ended June 30, 2012 and 2011 are not necessarily indicative of the results to be expected for the full year. The Company has evaluated all subsequent events through the date the financial statements were issued.

Note 2 – Accounting Policies

Note 1 to the 2011 Annual Report on Form 10-K filed with the SEC contains a description of the accounting policies followed by the Company and discussion of recent accounting pronouncements. During the first six months of 2012, there were no new standards or guidance issued by the regulatory authorities relevant to the Company.

Note 3 – Reclassifications

Certain amounts reported in the period ended June 30, 2011 have been reclassified to conform to the presentation for June 30, 2012. These reclassifications had no effect on net income or shareholders’ equity for the periods presented, nor did they materially impact trends in financial information.

Note 4 – Equity-Based Compensation Plans

At June 30, 2012, the Company had the following equity-based compensation plans: the First Bancorp 2007 Equity Plan, the First Bancorp 2004 Stock Option Plan, the First Bancorp 1994 Stock Option Plan, and one plan that was assumed from an acquired entity. The Company’s shareholders approved all equity-based compensation plans, except for those assumed from acquired companies. The First Bancorp 2007 Equity Plan became effective upon the approval of shareholders on May 2, 2007. As of June 30, 2012, the First Bancorp 2007 Equity Plan was the only plan that had shares available for future grants.

The First Bancorp 2007 Equity Plan is intended to serve as a means to attract, retain and motivate key employees and directors and to associate the interests of the plans’ participants with those of the Company and its shareholders. The First Bancorp 2007 Equity Plan allows for both grants of stock options and other types of equity-based compensation, including stock appreciation rights, restricted stock, restricted performance stock, unrestricted stock, and performance units.

Recent equity grants to employees have either had performance vesting conditions, service vesting conditions, or both. Compensation expense for these grants is recorded over the various service periods based on the estimated number of equity grants that are probable to vest. No compensation cost is recognized for grants that do not vest and any previously recognized compensation cost will be reversed. As it relates to director equity grants, the Company grants common shares, valued at approximately $226,000 in the aggregate on the date of the grant, to non-employee directors in June of each year. Compensation expense associated with these director grants is recognized on the date of grant since there are no vesting conditions.

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Index

The Company granted long-term restricted shares of common stock to certain senior executives on February 24, 2011 and February 23, 2012 with a two year minimum vesting period. The total compensation expense associated with the February 24, 2011 grant was $105,500 and the grant will fully vest on February 24, 2013. The Company recorded $22,000 in stock option expense in the first six months of 2012 and will record $9,700 in each subsequent quarter of 2012 related to this grant. The total compensation expense associated with the February 23, 2012 grant was $89,700 and the grant will fully vest on February 23, 2014. The Company recorded $14,900 in the first six months of 2012 and will record $11,200 in each subsequent quarter of 2012 related to this grant.

Under the terms of the predecessor plans and the First Bancorp 2007 Equity Plan, options can have a term of no longer than ten years, and all options granted thus far under these plans have had a term of ten years. The Company’s options provide for immediate vesting if there is a change in control (as defined in the plans).

At June 30, 2012, there were 476,624 options outstanding related to the three First Bancorp plans, with exercise prices ranging from $14.35 to $22.12. At June 30, 2012, there were 871,257 shares remaining available for grant under the First Bancorp 2007 Equity Plan. The Company also has a stock option plan as a result of a corporate acquisition. At June 30, 2012, there were 4,788 stock options outstanding in connection with the acquired plan, with option prices ranging from $10.66 to $15.22.

The Company issues new shares of common stock when options are exercised.

The Company measures the fair value of each option award on the date of grant using the Black-Scholes option-pricing model. The Company determines the assumptions used in the Black-Scholes option pricing model as follows: the risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant; the dividend yield is based on the Company’s dividend yield at the time of the grant (subject to adjustment if the dividend yield on the grant date is not expected to approximate the dividend yield over the expected life of the option); the volatility factor is based on the historical volatility of the Company’s stock (subject to adjustment if future volatility is reasonably expected to differ from the past); and the weighted-average expected life is based on the historical behavior of employees related to exercises, forfeitures and cancellations.

The Company’s equity grants for the six months ended June 30, 2012 were the issuance of 1) 9,559 shares of long-term restricted stock to certain senior executives on February 23, 2012, at a fair market value of $10.96 per share, which was the closing price of the Company’s common stock on that date, and 2) 25,452 shares of common stock to non-employee directors on June 1, 2012 (1,818 shares per director), at a fair market value of $8.86 per share, which was the closing price of the Company’s common stock on that date.

The Company’s equity grants for the six months ended June 30, 2011 were the issuance of 1) 7,259 shares of long-term restricted stock to certain senior executives on February 24, 2011, at a fair market value of $14.54 per share, which was the closing price of the Company’s common stock on that date, and 2) 21,210 shares of common stock to non-employee directors on June 1, 2011 (1,414 shares per director), at a fair market value of $11.39 per share, which was the closing price of the Company’s common stock on that date.

The Company recorded total stock-based compensation expense of $263,000 and $483,000 for the six month periods ended June 30, 2012 and 2011, respectively, which relates to the employee grants discussed above and is recorded as “salaries expense.” Stock based compensation is reflected as an adjustment to cash flows from operating activities on the Company’s Consolidated Statement of Cash Flows. The Company recognized $103,000 and $188,000 of income tax benefits related to stock based compensation expense in the income statement for the six months ended June 30, 2012 and 2011, respectively.

As noted above, certain of the Company’s stock option grants contain terms that provide for a graded vesting schedule whereby portions of the award vest in increments over the requisite service period. The Company has elected to recognize compensation expense for awards with graded vesting schedules on a straight-line basis over the requisite service period for the entire award. Compensation expense is based on the estimated number of stock options and awards that will ultimately vest. Over the past five years, there have only been minimal amounts of forfeitures, and therefore the Company assumes that all options granted without performance conditions will become vested.

Page 10

Index

The following table presents information regarding the activity for the first six months of 2012 related to all of the Company’s stock options outstanding:

|  | Options Outstanding |
|  | Number of Shares |  |  | Weighted- Average Exercise Price |  |  | Weighted- Average Contractual Term (years) |  |  | Aggregate Intrinsic Value |
Balance at December 31, 2011 |  |  | 493,850 |  |  | $ | 18.92 |  |  |  |  |  |  |  |  |
Granted |  |  | — |  |  |  | — |  |  |  |  |  |  |  |  |
Exercised |  |  | — |  |  |  | — |  |  |  |  |  |  |  |  |
Forfeited |  |  | — |  |  |  | — |  |  |  |  |  |  |  |  |
Expired |  |  | (12,438 | ) |  |  | 18.71 |  |  |  |  |  |  |  |  |
Outstanding at June 30, 2012 |  |  | 481,412 |  |  | $ | 18.92 |  |  |  | 3.2 |  |  | $ | — |
Exercisable at June 30, 2012 |  |  | 480,412 |  |  | $ | 18.92 |  |  |  | 3.2 |  |  | $ | — |

The Company did not have any stock option exercises during the six months ended June 30, 2012 and received $30,000 as a result of stock option exercises during the six months ended June 30, 2011. The Company recorded no tax benefits from the exercise of nonqualified stock options during the six months ended June 30, 2012 or 2011.

As discussed above, the Company granted 7,259 and 9,559 long-term restricted shares of common stock to certain senior executives on February 24, 2011 and February 23, 2012, respectively.

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Index

The following table presents information regarding the activity during 2012 related to the Company’s outstanding restricted stock:

|  | Long-Term Restricted Stock |
|  | Number of Units |  |  | Weighted- Average Grant-Date Fair Value |
Nonvested at December 31, 2011 |  |  | 7,259 |  |  | $ | 14.54 |
Granted during the period |  |  | 9,559 |  |  | $ | 10.96 |
Vested during the period |  |  | — |  |  |  | — |
Forfeited or expired during the period |  |  | (2,474 | ) |  |  | 12.55 |
Nonvested at June 30, 2012 |  |  | 14,344 |  |  | $ | 12.50 |

Note 5 – Earnings Per Common Share

Basic earnings per common share were computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per common share is computed by assuming the issuance of common shares for all potentially dilutive common shares outstanding during the reporting period. Currently, the Company’s potentially dilutive common stock issuances relate to grants under the Company’s equity-based compensation plans, including stock options and restricted stock. The following is a reconciliation of the numerators and denominators used in computing basic and diluted earnings per common share:

|  | For the Three Months Ended June 30, |
|  | 2012 |  |  | 2011 |
($ in thousands except per share amounts) |  | Income (Numer- ator) |  |  | Shares (Denom- inator) |  |  | Per Share Amount |  |  | Income (Numer- ator) |  |  | Shares (Denom- inator) |  |  | Per Share Amount |
Basic EPS |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net income available to common shareholders |  | $ | 2,461 |  |  |  | 16,952,624 |  |  | $ | 0.15 |  |  | $ | 2,685 |  |  |  | 16,841,289 |  |  | $ | 0.16 |
Effect of Dilutive Securities |  |  | — |  |  |  | — |  |  |  |  |  |  |  | — |  |  |  | 27,282 |  |  |  |  |
Diluted EPS per common share |  | $ | 2,461 |  |  |  | 16,952,624 |  |  | $ | 0.15 |  |  | $ | 2,685 |  |  |  | 16,868,571 |  |  | $ | 0.16 |

|  | For the Six Months Ended June 30, |
|  | 2012 |  |  | 2011 |
($ in thousands except per share amounts) |  | Income (Numer- ator) |  |  | Shares (Denom- inator) |  |  | Per Share Amount |  |  | Income (Numer- ator) |  |  | Shares (Denom- inator) |  |  | Per Share Amount |
Basic EPS |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net income (loss) available to common shareholders |  | $ | (3,481 | ) |  |  | 16,938,620 |  |  | $ | (0.21 | ) |  | $ | 8,018 |  |  |  | 16,827,615 |  |  | $ | 0.48 |
Effect of Dilutive Securities |  |  | — |  |  |  | — |  |  |  |  |  |  |  | — |  |  |  | 27,412 |  |  |  |  |
Diluted EPS per common share |  | $ | (3,481 | ) |  |  | 16,938,620 |  |  | $ | (0.21 | ) |  | $ | 8,018 |  |  |  | 16,855,027 |  |  | $ | 0.48 |

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Index

For both the three and six months ended June 30, 2012, there were 386,662 options, respectively, that were antidilutive because the exercise price exceeded the average market price for the period. For both the three and six month periods ended June 30, 2011, there were 542,916 options that were antidilutive because the exercise price exceeded the average market price for the period. Antidilutive options have been omitted from the calculation of diluted earnings per share for the respective periods.

Note 6 – Securities

The book values and approximate fair values of investment securities at June 30, 2012 and December 31, 2011 are summarized as follows:

|  | June 30, 2012 |  |  | December 31, 2011 |
|  | Amortized |  |  | Fair |  |  | Unrealized |  |  | Amortized |  |  | Fair |  |  | Unrealized |
($ in thousands) |  | Cost |  |  | Value |  |  | Gains |  |  | (Losses) |  |  | Cost |  |  | Value |  |  | Gains |  |  | (Losses) |
Securities available for sale: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Government-sponsored enterprise securities |  | $ | 29,504 |  |  |  | 29,626 |  |  |  | 122 |  |  |  | — |  |  |  | 34,511 |  |  |  | 34,665 |  |  |  | 170 |  |  |  | (16 | )
Mortgage-backed securities |  |  | 115,674 |  |  |  | 119,536 |  |  |  | 3,862 |  |  |  | — |  |  |  | 120,032 |  |  |  | 124,105 |  |  |  | 4,164 |  |  |  | (91 | )
Corporate bonds |  |  | 13,186 |  |  |  | 13,139 |  |  |  | 253 |  |  |  | (300 | ) |  |  | 13,189 |  |  |  | 12,488 |  |  |  | 279 |  |  |  | (980 | )
Equity securities |  |  | 9,195 |  |  |  | 9,606 |  |  |  | 438 |  |  |  | (27 | ) |  |  | 10,998 |  |  |  | 11,368 |  |  |  | 409 |  |  |  | (39 | )
Total available for sale |  | $ | 167,559 |  |  |  | 171,907 |  |  |  | 4,675 |  |  |  | (327 | ) |  |  | 178,730 |  |  |  | 182,626 |  |  |  | 5,022 |  |  |  | (1,126 | )
Securities held to maturity: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
State and local governments |  | $ | 56,182 |  |  |  | 61,676 |  |  |  | 5,494 |  |  |  | — |  |  |  | 57,988 |  |  |  | 62,754 |  |  |  | 4,766 |  |  |  | — |
Total held to maturity |  | $ | 56,182 |  |  |  | 61,676 |  |  |  | 5,494 |  |  |  | — |  |  |  | 57,988 |  |  |  | 62,754 |  |  |  | 4,766 |  |  |  | — |

Included in mortgage-backed securities at June 30, 2012 were collateralized mortgage obligations with an amortized cost of $663,000 and a fair value of $684,000. Included in mortgage-backed securities at December 31, 2011 were collateralized mortgage obligations with an amortized cost of $1,462,000 and a fair value of $1,515,000. All of the Company’s mortgage-backed securities, including collateralized mortgage obligations, were issued by government-sponsored corporations.

The Company owned Federal Home Loan Bank (FHLB) stock with a cost and fair value of $9,102,000 at June 30, 2012 and $10,904,000 at December 31, 2011, which is included in equity securities above and serves as part of the collateral for the Company’s line of credit with the FHLB. The investment in this stock is a requirement for membership in the FHLB system.

The following table presents information regarding securities with unrealized losses at June 30, 2012:

($ in thousands) |  | Securities in an Unrealized Loss Position for Less than 12 Months |  |  | Securities in an Unrealized Loss Position for More than 12 Months |  |  | Total |
|  | Fair Value |  |  | Unrealized Losses |  |  | Fair Value |  |  | Unrealized Losses |  |  | Fair Value |  |  | Unrealized Losses |
Government-sponsored enterprise securities |  | $ | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Mortgage-backed securities |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Corporate bonds |  |  | — |  |  |  | — |  |  |  | 5,029 |  |  |  | 300 |  |  |  | 5,029 |  |  |  | 300 |
Equity securities |  |  | — |  |  |  | — |  |  |  | 31 |  |  |  | 27 |  |  |  | 31 |  |  |  | 27 |
State and local governments |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Total temporarily impaired securities |  | $ | — |  |  |  | — |  |  |  | 5,060 |  |  |  | 327 |  |  |  | 5,060 |  |  |  | 327 |

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Index

The following table presents information regarding securities with unrealized losses at December 31, 2011:

($ in thousands) |  | Securities in an Unrealized Loss Position for Less than 12 Months |  |  | Securities in an Unrealized Loss Position for More than 12 Months |  |  | Total |
|  | Fair Value |  |  | Unrealized Losses |  |  | Fair Value |  |  | Unrealized Losses |  |  | Fair Value |  |  | Unrealized Losses |
Government-sponsored enterprise securities |  | $ | 8,984 |  |  |  | 16 |  |  |  | — |  |  |  | — |  |  |  | 8,984 |  |  |  | 16 |
Mortgage-backed securities |  |  | 14,902 |  |  |  | 61 |  |  |  | 9,302 |  |  |  | 30 |  |  |  | 24,204 |  |  |  | 91 |
Corporate bonds |  |  | 4,588 |  |  |  | 458 |  |  |  | 2,773 |  |  |  | 522 |  |  |  | 7,361 |  |  |  | 980 |
Equity securities |  |  | 4 |  |  |  | 2 |  |  |  | 22 |  |  |  | 37 |  |  |  | 26 |  |  |  | 39 |
State and local governments |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Total temporarily impaired securities |  | $ | 28,478 |  |  |  | 537 |  |  |  | 12,097 |  |  |  | 589 |  |  |  | 40,575 |  |  |  | 1,126 |

In the above tables, all of the non-equity securities that were in an unrealized loss position at June 30, 2012 and December 31, 2011 are bonds that the Company has determined are in a loss position due to interest rate factors, the overall economic downturn in the financial sector, and the broader economy in general. The Company has evaluated the collectability of each of these bonds and has concluded that there is no other-than-temporary impairment. The Company does not intend to sell these securities, and it is more likely than not that the Company will not be required to sell these securities before recovery of the amortized cost. The Company has also concluded that each of the equity securities in an unrealized loss position at June 30, 2012 and December 31, 2011 was in such a position due to temporary fluctuations in the market prices of the securities. The Company’s policy is to record an impairment charge for any of these equity securities that remains in an unrealized loss position for twelve consecutive months unless the amount is insignificant.

The aggregate carrying amount of cost-method investments was $9,102,000 at June 30, 2012 and $10,904,000 at December 31, 2011, respectively, which was the FHLB stock discussed above. The Company determined that none of its cost-method investments were impaired at either period end.

The book values and approximate fair values of investment securities at June 30, 2012, by contractual maturity, are summarized in the table below. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

|  | Securities Available for Sale |  |  | Securities Held to Maturity |
|  | Amortized |  |  | Fair |  |  | Amortized |  |  | Fair |
($ in thousands) |  | Cost |  |  | Value |  |  | Cost |  |  | Value |
Debt securities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Due within one year |  | $ | 3,004 |  |  |  | 3,040 |  |  |  | 350 |  |  |  | 358 |
Due after one year but within five years |  |  | 26,497 |  |  |  | 26,679 |  |  |  | 2,958 |  |  |  | 3,210 |
Due after five years but within ten years |  |  | 3,000 |  |  |  | 3,000 |  |  |  | 29,731 |  |  |  | 32,673 |
Due after ten years |  |  | 10,189 |  |  |  | 10,046 |  |  |  | 23,143 |  |  |  | 25,435 |
Mortgage-backed securities |  |  | 115,674 |  |  |  | 119,536 |  |  |  | — |  |  |  | — |
Total debt securities |  |  | 158,364 |  |  |  | 162,301 |  |  |  | 56,182 |  |  |  | 61,676 |
Equity securities |  |  | 9,195 |  |  |  | 9,606 |  |  |  | — |  |  |  | — |
Total securities |  | $ | 167,559 |  |  |  | 171,907 |  |  |  | 56,182 |  |  |  | 61,676 |

At June 30, 2012 investment securities with a book value of $86,865,000 were pledged as collateral for public deposits. At December 31, 2011, investment securities with a book value of $47,418,000 were pledged as collateral for public and private deposits and securities sold under agreements to repurchase.

There were $9,641,000 in sales of securities during the six months ended June 30, 2012, which resulted in a net gain of $439,000. There were $2,518,000 in sales during the six months ended June 30, 2011, which resulted in a net gain of $8,000. During the six months ended June 30, 2012 and 2011, the Company recorded a net gain of $11,000 and $71,000, respectively, related to the call of several municipal and bond securities. Also, during the six months ended June 30, 2012 and 2011, the Company recorded a net loss of $1,000 and $5,000, respectively, related to write-downs of the Company’s equity portfolio.

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Index

Note 7 – Loans and Asset Quality Information

The loans and foreclosed real estate that were acquired in FDIC-assisted transactions are covered by loss share agreements between the FDIC and the Company’s banking subsidiary, First Bank, which afford First Bank significant loss protection. (See the Company’s 2011 Annual Report on Form 10-K for more information regarding these transactions.) Because of the loss protection provided by the FDIC, the risk of the Cooperative Bank and The Bank of Asheville loans and foreclosed real estate are significantly different from those assets not covered under the loss share agreements. Accordingly, the Company presents separately loans subject to the loss share agreements as “covered loans” in the information below and loans that are not subject to the loss share agreements as “non-covered loans.”

The following is a summary of the major categories of total loans outstanding:

($ in thousands) |  | June 30, 2012 |  |  | December 31, 2011 |  |  | June 30, 2011 |
|  | Amount |  |  | Percentage |  |  | Amount |  |  | Percentage |  |  | Amount |  |  | Percentage |
All loans (non-covered and covered): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Commercial, financial, and agricultural |  | $ | 163,761 |  |  |  | 7% |  |  |  | 162,099 |  |  |  | 7% |  |  |  | 158,303 |  |  |  | 6% |
Real estate – construction, land development & other land loans |  |  | 343,620 |  |  |  | 14% |  |  |  | 363,079 |  |  |  | 15% |  |  |  | 386,354 |  |  |  | 16% |
Real estate – mortgage – residential (1-4 family) first mortgages |  |  | 815,605 |  |  |  | 34% |  |  |  | 805,542 |  |  |  | 33% |  |  |  | 803,209 |  |  |  | 33% |
Real estate – mortgage – home equity loans / lines of credit |  |  | 250,627 |  |  |  | 10% |  |  |  | 256,509 |  |  |  | 11% |  |  |  | 266,995 |  |  |  | 11% |
Real estate – mortgage – commercial and other |  |  | 789,290 |  |  |  | 32% |  |  |  | 762,895 |  |  |  | 31% |  |  |  | 745,858 |  |  |  | 31% |
Installment loans to individuals |  |  | 73,522 |  |  |  | 3% |  |  |  | 78,982 |  |  |  | 3% |  |  |  | 80,423 |  |  |  | 3% |
Subtotal |  |  | 2,436,425 |  |  |  | 100% |  |  |  | 2,429,106 |  |  |  | 100% |  |  |  | 2,441,142 |  |  |  | 100% |
Unamortized net deferred loan costs |  |  | 1,376 |  |  |  |  |  |  |  | 1,280 |  |  |  |  |  |  |  | 1,298 |  |  |  |  |
Total loans |  | $ | 2,437,801 |  |  |  |  |  |  |  | 2,430,386 |  |  |  |  |  |  |  | 2,442,440 |  |  |  |  |

As of June 30, 2012, December 31, 2011 and June 30, 2011, net loans include unamortized premiums of $717,000, $949,000, and $1,182,000, respectively, related to acquired loans.

Page 15

Index

The following is a summary of the major categories of non-covered loans outstanding:

($ in thousands) |  | June 30, 2012 |  |  | December 31, 2011 |  |  | June 30, 2011 |
|  | Amount |  |  | Percentage |  |  | Amount |  |  | Percentage |  |  | Amount |  |  | Percentage |
Non-covered loans: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Commercial, financial, and agricultural |  | $ | 155,879 |  |  |  | 7% |  |  |  | 152,627 |  |  |  | 8% |  |  |  | 145,811 |  |  |  | 7% |
Real estate – construction, land development & other land loans |  |  | 283,818 |  |  |  | 13% |  |  |  | 290,983 |  |  |  | 14% |  |  |  | 306,140 |  |  |  | 15% |
Real estate – mortgage – residential (1-4 family) first mortgages |  |  | 669,088 |  |  |  | 32% |  |  |  | 646,616 |  |  |  | 31% |  |  |  | 631,640 |  |  |  | 31% |
Real estate – mortgage – home equity loans / lines of credit |  |  | 229,415 |  |  |  | 11% |  |  |  | 233,171 |  |  |  | 11% |  |  |  | 241,973 |  |  |  | 12% |
Real estate – mortgage – commercial and other |  |  | 702,717 |  |  |  | 33% |  |  |  | 666,882 |  |  |  | 32% |  |  |  | 635,103 |  |  |  | 31% |
Installment loans to individuals |  |  | 72,613 |  |  |  | 4% |  |  |  | 77,593 |  |  |  | 4% |  |  |  | 78,749 |  |  |  | 4% |
Subtotal |  |  | 2,113,530 |  |  |  | 100% |  |  |  | 2,067,872 |  |  |  | 100% |  |  |  | 2,039,416 |  |  |  | 100% |
Unamortized net deferred loan costs |  |  | 1,376 |  |  |  |  |  |  |  | 1,280 |  |  |  |  |  |  |  | 1,298 |  |  |  |  |
Total non-covered loans |  | $ | 2,114,906 |  |  |  |  |  |  |  | 2,069,152 |  |  |  |  |  |  |  | 2,040,714 |  |  |  |  |

The carrying amount of the covered loans at June 30, 2012 consisted of impaired and nonimpaired purchased loans, as follows:

($ in thousands) |  | Impaired Purchased Loans – Carrying Value |  |  | Impaired Purchased Loans – Unpaid Principal Balance |  |  | Nonimpaired Purchased Loans – Carrying Value |  |  | Nonimpaired Purchased Loans - Unpaid Principal Balance |  |  | Total Covered Loans – Carrying Value |  |  | Total Covered Loans – Unpaid Principal Balance |
Covered loans: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Commercial, financial, and agricultural |  | $ | 68 |  |  |  | 146 |  |  |  | 7,814 |  |  |  | 9,885 |  |  |  | 7,882 |  |  |  | 10,031 |
Real estate – construction, land development & other land loans |  |  | 1,577 |  |  |  | 2,606 |  |  |  | 58,225 |  |  |  | 99,332 |  |  |  | 59,802 |  |  |  | 101,938 |
Real estate – mortgage – residential (1-4 family) first mortgages |  |  | 827 |  |  |  | 1,915 |  |  |  | 145,690 |  |  |  | 173,707 |  |  |  | 146,517 |  |  |  | 175,622 |
Real estate – mortgage – home equity loans / lines of credit |  |  | 12 |  |  |  | 309 |  |  |  | 21,200 |  |  |  | 26,400 |  |  |  | 21,212 |  |  |  | 26,709 |
Real estate – mortgage – commercial and other |  |  | 2,332 |  |  |  | 4,153 |  |  |  | 84,241 |  |  |  | 113,936 |  |  |  | 86,573 |  |  |  | 118,089 |
Installment loans to individuals |  |  | 3 |  |  |  | 4 |  |  |  | 906 |  |  |  | 990 |  |  |  | 909 |  |  |  | 994 |
Total |  | $ | 4,819 |  |  |  | 9,133 |  |  |  | 318,076 |  |  |  | 424,250 |  |  |  | 322,895 |  |  |  | 433,383 |

Page 16

Index

The carrying amount of the covered loans at December 31, 2011 consisted of impaired and nonimpaired purchased loans, as follows:

($ in thousands) |  | Impaired Purchased Loans – Carrying Value |  |  | Impaired Purchased Loans – Unpaid Principal Balance |  |  | Nonimpaired Purchased Loans – Carrying Value |  |  | Nonimpaired Purchased Loans - Unpaid Principal Balance |  |  | Total Covered Loans – Carrying Value |  |  | Total Covered Loans – Unpaid Principal Balance |
Covered loans: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Commercial, financial, and agricultural |  | $ | 69 |  |  |  | 319 |  |  |  | 9,403 |  |  |  | 11,736 |  |  |  | 9,472 |  |  |  | 12,055 |
Real estate – construction, land development & other land loans |  |  | 3,865 |  |  |  | 8,505 |  |  |  | 68,231 |  |  |  | 115,489 |  |  |  | 72,096 |  |  |  | 123,994 |
Real estate – mortgage – residential (1-4 family) first mortgages |  |  | 1,214 |  |  |  | 2,639 |  |  |  | 157,712 |  |  |  | 189,436 |  |  |  | 158,926 |  |  |  | 192,075 |
Real estate – mortgage – home equity loans / lines of credit |  |  | 127 |  |  |  | 577 |  |  |  | 23,211 |  |  |  | 29,249 |  |  |  | 23,338 |  |  |  | 29,826 |
Real estate – mortgage – commercial and other |  |  | 2,585 |  |  |  | 4,986 |  |  |  | 93,428 |  |  |  | 125,450 |  |  |  | 96,013 |  |  |  | 130,436 |
Installment loans to individuals |  |  | 4 |  |  |  | 6 |  |  |  | 1,385 |  |  |  | 1,583 |  |  |  | 1,389 |  |  |  | 1,589 |
Total |  | $ | 7,864 |  |  |  | 17,032 |  |  |  | 353,370 |  |  |  | 472,943 |  |  |  | 361,234 |  |  |  | 489,975 |

The following table presents information regarding covered purchased nonimpaired loans since December 31, 2010. The amounts include principal only and do not reflect accrued interest as of the date of the acquisition or beyond.

($ in thousands) |  |  |
Carrying amount of nonimpaired covered loans at December 31, 2010 |  | $ | 366,521 |
Additions due to acquisition of The Bank of Asheville (at fair value) |  |  | 84,623 |
Principal repayments |  |  | (40,576 | )
Transfers to foreclosed real estate |  |  | (53,999 | )
Loan charge-offs |  |  | (14,797 | )
Accretion of loan discount |  |  | 11,598 |
Carrying amount of nonimpaired covered loans at December 31, 2011 |  | $ | 353,370 |
Principal repayments |  |  | (25,012 | )
Transfers to foreclosed real estate |  |  | (11,974 | )
Loan charge-offs |  |  | (4,176 | )
Accretion of loan discount |  |  | 5,868 |
Carrying amount of nonimpaired covered loans at June 30, 2012 |  | $ | 318,076 |

As reflected in the table above, the Company accreted $5,868,000 of the loan discount on purchased nonimpaired loans into interest income during the first six months of 2012. As of June 30, 2012, there was remaining loan discount of $73,519,000 related to purchased nonimpaired loans. If these loans continue to be repaid by the borrowers, the Company will accrete the remaining loan discount into interest income over the lives of the respective loans. In such circumstances, a corresponding entry to reduce the indemnification asset will be recorded amounting to 80% of the loan discount accretion, which reduces noninterest income.

The following table presents information regarding all purchased impaired loans since December 31, 2010, substantially all of which are covered loans. The Company has applied the cost recovery method to all purchased impaired loans at their respective acquisition dates due to the uncertainty as to the timing of expected cash flows, as reflected in the following table.

Page 17

Index

($ in thousands) Purchased Impaired Loans |  | Contractual Principal Receivable |  |  | Fair Market Value Adjustment – Write Down (Nonaccretable Difference) |  |  | Carrying Amount |
Balance at December 31, 2010 |  | $ | 8,080 |  |  |  | 2,329 |  |  |  | 5,751 |
Additions due to acquisition of The Bank of Asheville |  |  | 38,452 |  |  |  | 20,807 |  |  |  | 17,645 |
Change due to payments received |  |  | (1,620 | ) |  |  | (327 | ) |  |  | (1,293 | )
Transfer to foreclosed real estate |  |  | (19,881 | ) |  |  | (9,308 | ) |  |  | (10,573 | )
Change due to loan charge-off |  |  | (7,522 | ) |  |  | (4,193 | ) |  |  | (3,329 | )
Other |  |  | 807 |  |  |  | 224 |  |  |  | 583 |
Balance at December 31, 2011 |  | $ | 18,316 |  |  |  | 9,532 |  |  |  | 8,784 |
Change due to payments received |  |  | (287 | ) |  |  | (54 | ) |  |  | (233 | )
Transfer to foreclosed real estate |  |  | (7,636 | ) |  |  | (3,487 | ) |  |  | (4,149 | )
Change due to loan charge-off |  |  | (109 | ) |  |  | (109 | ) |  |  | — |
Other |  |  | (1,151 | ) |  |  | (1,568 | ) |  |  | 417 |
Balance at June 30, 2012 |  | $ | 9,133 |  |  |  | 4,314 |  |  |  | 4,819 |

Each of the purchased impaired loans is on nonaccrual status and considered to be impaired. Because of the uncertainty of the expected cash flows, the Company is accounting for each purchased impaired loan under the cost recovery method, in which all cash payments are applied to principal. Thus, there is no accretable yield associated with the above loans. During the first six months of 2012 and 2011, the Company received no payments that exceeded the initial carrying amount of the purchased impaired loans.

Nonperforming assets are defined as nonaccrual loans, restructured loans, loans past due 90 or more days and still accruing interest, and other real estate. Nonperforming assets are summarized as follows:

ASSET QUALITY DATA ($ in thousands) |  | June 30, 2012 |  |  | December 31, 2011 |  |  | June 30, 2011 |
Non-covered nonperforming assets |  |  |  |  |  |  |  |  |  |  |  |
Nonaccrual loans |  | $ | 73,918 |  |  |  | 73,566 |  |  |  | 71,570 |
Restructured loans - accruing |  |  | 20,684 |  |  |  | 11,720 |  |  |  | 16,893 |
Accruing loans > 90 days past due |  |  | — |  |  |  | — |  |  |  | — |
Total non-covered nonperforming loans |  |  | 94,602 |  |  |  | 85,286 |  |  |  | 88,463 |
Other real estate |  |  | 37,895 |  |  |  | 37,023 |  |  |  | 31,849 |
Total non-covered nonperforming assets |  | $ | 132,497 |  |  |  | 122,309 |  |  |  | 120,312 |
Covered nonperforming assets |  |  |  |  |  |  |  |  |  |  |  |
Nonaccrual loans (1) |  | $ | 39,075 |  |  |  | 41,472 |  |  |  | 37,057 |
Restructured loans - accruing |  |  | 19,054 |  |  |  | 14,218 |  |  |  | 24,325 |
Accruing loans > 90 days past due |  |  | — |  |  |  | — |  |  |  | — |
Total covered nonperforming loans |  |  | 58,129 |  |  |  | 55,690 |  |  |  | 61,382 |
Other real estate |  |  | 70,850 |  |  |  | 85,272 |  |  |  | 102,883 |
Total covered nonperforming assets |  | $ | 128,979 |  |  |  | 140,962 |  |  |  | 164,265 |
Total nonperforming assets |  | $ | 261,476 |  |  |  | 263,271 |  |  |  | 284,577 |

(1) At June 30, 2012, December 31, 2011, and June 30, 2011, the contractual balance of the nonaccrual loans covered by FDIC loss share agreements was $60.4 million, $69.0 million, and $69.4 million, respectively.

Page 18

Index

The following table presents information related to the Company’s impaired loans.

($ in thousands) |  | As of /for the six months ended June 30, 2012 |  |  | As of /for the year ended December 31, 2011 |  |  | As of /for the six months ended June 30, 2011 |
Impaired loans at period end |  |  |  |  |  |  |  |  |  |  |  |
Non-covered |  | $ | 94,602 |  |  |  | 85,286 |  |  |  | 88,463 |
Covered |  |  | 58,129 |  |  |  | 55,690 |  |  |  | 61,382 |
Total impaired loans at period end |  | $ | 152,731 |  |  |  | 140,976 |  |  |  | 149,845 |
Average amount of impaired loans for period |  |  |  |  |  |  |  |  |  |  |  |
Non-covered |  | $ | 86,723 |  |  |  | 89,023 |  |  |  | 91,187 |
Covered |  |  | 56,449 |  |  |  | 63,289 |  |  |  | 69,102 |
Average amount of impaired loans for period – total |  | $ | 143,172 |  |  |  | 152,312 |  |  |  | 160,289 |
Allowance for loan losses related to impaired loans at period end |  |  |  |  |  |  |  |  |  |  |  |
Non-covered |  | $ | 11,051 |  |  |  | 5,804 |  |  |  | 6,019 |
Covered |  |  | 5,158 |  |  |  | 5,106 |  |  |  | 4,727 |
Allowance for loan losses related to impaired loans - total |  | $ | 16,209 |  |  |  | 10,910 |  |  |  | 10,746 |
Amount of impaired loans with no related allowance at period end |  |  |  |  |  |  |  |  |  |  |  |
Non-covered |  | $ | 22,235 |  |  |  | 35,721 |  |  |  | 31,514 |
Covered |  |  | 40,613 |  |  |  | 43,702 |  |  |  | 49,755 |
Total impaired loans with no related allowance at period end |  | $ | 62,848 |  |  |  | 79,423 |  |  |  | 81,269 |

All of the impaired loans noted in the table above were on nonaccrual status at each respective period end except for those classified as restructured loans (see table on previous page for balances).

The remaining tables in this note present information derived from the Company’s allowance for loan loss model. Relevant accounting guidance requires certain disclosures to be disaggregated based on how the Company develops its allowance for loan losses and manages its credit exposure. This model combines loan types in a different manner than the tables previously presented.

The following table presents the Company’s nonaccrual loans as of June 30, 2012.

($ in thousands) |  | Non-covered |  |  | Covered |  |  | Total |
Commercial, financial, and agricultural: |  |  |  |  |  |  |  |  |  |  |  |
Commercial – unsecured |  | $ | 211 |  |  |  | 188 |  |  |  | 399 |
Commercial – secured |  |  | 2,227 |  |  |  | — |  |  |  | 2,227 |
Secured by inventory and accounts receivable |  |  | 637 |  |  |  | — |  |  |  | 637 |
Real estate – construction, land development & other land loans |  |  | 19,781 |  |  |  | 16,963 |  |  |  | 36,744 |
Real estate – residential, farmland and multi-family |  |  | 24,146 |  |  |  | 10,084 |  |  |  | 34,230 |
Real estate – home equity lines of credit |  |  | 3,878 |  |  |  | 758 |  |  |  | 4,636 |
Real estate – commercial |  |  | 20,277 |  |  |  | 11,009 |  |  |  | 31,286 |
Consumer |  |  | 2,761 |  |  |  | 73 |  |  |  | 2,834 |
Total |  | $ | 73,918 |  |  |  | 39,075 |  |  |  | 112,993 |

Page 19

Index

The following table presents the Company’s nonaccrual loans as of December 31, 2011.

($ in thousands) |  | Non-covered |  |  | Covered |  |  | Total |
Commercial, financial, and agricultural: |  |  |  |  |  |  |  |  |  |  |  |
Commercial - unsecured |  | $ | 452 |  |  |  | — |  |  |  | 452 |
Commercial - secured |  |  | 2,190 |  |  |  | 358 |  |  |  | 2,548 |
Secured by inventory and accounts receivable |  |  | 588 |  |  |  | 102 |  |  |  | 690 |
Real estate – construction, land development & other land loans |  |  | 22,772 |  |  |  | 21,204 |  |  |  | 43,976 |
Real estate – residential, farmland and multi-family |  |  | 25,430 |  |  |  | 11,050 |  |  |  | 36,480 |
Real estate – home equity lines of credit |  |  | 3,161 |  |  |  | 1,068 |  |  |  | 4,229 |
Real estate - commercial |  |  | 16,203 |  |  |  | 7,459 |  |  |  | 23,662 |
Consumer |  |  | 2,770 |  |  |  | 231 |  |  |  | 3,001 |
Total |  | $ | 73,566 |  |  |  | 41,472 |  |  |  | 115,038 |

The following table presents an analysis of the payment status of the Company’s loans as of June 30, 2012.

($ in thousands) |  | 30-59 Days Past Due |  |  | 60-89 Days Past Due |  |  | Nonaccrual Loans |  |  | Current |  |  | Total Loans Receivable |
Non-covered loans |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Commercial, financial, and agricultural: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Commercial - unsecured |  | $ | 83 |  |  |  | 58 |  |  |  | 211 |  |  |  | 37,991 |  |  |  | 38,343 |
Commercial - secured |  |  | 446 |  |  |  | 443 |  |  |  | 2,227 |  |  |  | 110,248 |  |  |  | 113,364 |
Secured by inventory and accounts receivable |  |  | 55 |  |  |  | — |  |  |  | 637 |  |  |  | 21,277 |  |  |  | 21,969 |
Real estate – construction, land development & other land loans |  |  | 1,544 |  |  |  | 425 |  |  |  | 19,781 |  |  |  | 222,973 |  |  |  | 244,723 |
Real estate – residential, farmland, and multi-family |  |  | 6,648 |  |  |  | 2,109 |  |  |  | 24,146 |  |  |  | 777,203 |  |  |  | 810,106 |
Real estate – home equity lines of credit |  |  | 1,759 |  |  |  | 460 |  |  |  | 3,878 |  |  |  | 201,589 |  |  |  | 207,686 |
Real estate - commercial |  |  | 4,715 |  |  |  | 381 |  |  |  | 20,277 |  |  |  | 597,135 |  |  |  | 622,508 |
Consumer |  |  | 690 |  |  |  | 181 |  |  |  | 2,761 |  |  |  | 51,199 |  |  |  | 54,831 |
Total non-covered |  | $ | 15,940 |  |  |  | 4,057 |  |  |  | 73,918 |  |  |  | 2,019,615 |  |  |  | 2,113,530 |
Unamortized net deferred loan costs |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 1,376 |
Total non-covered loans |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 2,114,906 |
Covered loans |  | $ | 5,253 |  |  |  | 2,147 |  |  |  | 39,075 |  |  |  | 276,420 |  |  |  | 322,895 |
Total loans |  | $ | 21,193 |  |  |  | 6,204 |  |  |  | 112,993 |  |  |  | 2,296,035 |  |  |  | 2,437,801 |

The Company had no non-covered or covered loans that were past due greater than 90 days and accruing interest at June 30, 2012.

Page 20

Index

The following table presents an analysis of the payment status of the Company’s loans as of December 31, 2011.

($ in thousands) |  | 30-59 Days Past Due |  |  | 60-89 Days Past Due |  |  | Nonaccrual Loans |  |  | Current |  |  | Total Loans Receivable |
Non-covered loans |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Commercial, financial, and agricultural: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Commercial - unsecured |  | $ | 67 |  |  |  | 591 |  |  |  | 452 |  |  |  | 37,668 |  |  |  | 38,778 |
Commercial - secured |  |  | 672 |  |  |  | 207 |  |  |  | 2,190 |  |  |  | 108,682 |  |  |  | 111,751 |
Secured by inventory and accounts receivable |  |  | 247 |  |  |  | — |  |  |  | 588 |  |  |  | 20,993 |  |  |  | 21,828 |
Real estate – construction, land development & other land loans |  |  | 1,250 |  |  |  | 1,411 |  |  |  | 22,772 |  |  |  | 221,372 |  |  |  | 246,805 |
Real estate – residential, farmland, and multi-family |  |  | 9,751 |  |  |  | 4,259 |  |  |  | 25,430 |  |  |  | 756,215 |  |  |  | 795,655 |
Real estate – home equity lines of credit |  |  | 1,126 |  |  |  | 237 |  |  |  | 3,161 |  |  |  | 202,912 |  |  |  | 207,436 |
Real estate - commercial |  |  | 2,620 |  |  |  | 1,006 |  |  |  | 16,203 |  |  |  | 567,354 |  |  |  | 587,183 |
Consumer |  |  | 657 |  |  |  | 286 |  |  |  | 2,770 |  |  |  | 54,723 |  |  |  | 58,436 |
Total non-covered |  | $ | 16,390 |  |  |  | 7,997 |  |  |  | 73,566 |  |  |  | 1,969,919 |  |  |  | 2,067,872 |
Unamortized net deferred loan costs |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 1,280 |
Total non-covered loans |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 2,069,152 |
Covered loans |  | $ | 6,511 |  |  |  | 3,388 |  |  |  | 41,472 |  |  |  | 309,863 |  |  |  | 361,234 |
Total loans |  | $ | 22,901 |  |  |  | 11,385 |  |  |  | 115,038 |  |  |  | 2,279,782 |  |  |  | 2,430,386 |

The Company had no non-covered or covered loans that were past due greater than 90 days and accruing interest at December 31, 2011.

Page 21

Index

The following table presents the activity in the allowance for loan losses for non-covered loans for the three and six months ended June 30, 2012.

($ in thousands) |  | Commercial, Financial, and Agricultural |  |  | Real Estate – Construction, Land Development, & Other Land Loans |  |  | Real Estate – Residential, Farmland, and Multi- family |  |  | Real Estate – Home Equity Lines of Credit |  |  | Real Estate – Commercial and Other |  |  | Consumer |  |  | Unallo- cated |  |  | Total |
As of and for the three months ended June 30, 2012
Beginning balance |  | $ | 4,954 |  |  |  | 16,419 |  |  |  | 15,369 |  |  |  | 2,132 |  |  |  | 5,737 |  |  |  | 1,826 |  |  |  | 18 |  |  |  | 46,455 |
Charge-offs |  |  | (744 | ) |  |  | (174 | ) |  |  | (2,145 | ) |  |  | (281 | ) |  |  | (805 | ) |  |  | (334 | ) |  |  | — |  |  |  | (4,483 | )
Recoveries |  |  | 18 |  |  |  | 126 |  |  |  | 60 |  |  |  | 85 |  |  |  | 6 |  |  |  | 62 |  |  |  | — |  |  |  | 357 |
Provisions |  |  | 833 |  |  |  | 1,448 |  |  |  | 1,675 |  |  |  | 210 |  |  |  | 781 |  |  |  | 237 |  |  |  | 10 |  |  |  | 5,194 |
Ending balance |  | $ | 5,061 |  |  |  | 17,819 |  |  |  | 14,959 |  |  |  | 2,146 |  |  |  | 5,719 |  |  |  | 1,791 |  |  |  | 28 |  |  |  | 47,523 |
As of and for the six months ended June 30, 2012
Beginning balance |  | $ | 3,780 |  |  |  | 11,306 |  |  |  | 13,532 |  |  |  | 1,690 |  |  |  | 3,414 |  |  |  | 1,872 |  |  |  | 16 |  |  |  | 35,610 |
Charge-offs |  |  | (2,062 | ) |  |  | (2,852 | ) |  |  | (4,236 | ) |  |  | (732 | ) |  |  | (2,170 | ) |  |  | (686 | ) |  |  | — |  |  |  | (12,738 | )
Recoveries |  |  | 34 |  |  |  | 314 |  |  |  | 254 |  |  |  | 119 |  |  |  | 47 |  |  |  | 132 |  |  |  | — |  |  |  | 900 |
Provisions |  |  | 3,309 |  |  |  | 9,051 |  |  |  | 5,409 |  |  |  | 1,069 |  |  |  | 4,428 |  |  |  | 473 |  |  |  | 12 |  |  |  | 23,751 |
Ending balance |  | $ | 5,061 |  |  |  | 17,819 |  |  |  | 14,959 |  |  |  | 2,146 |  |  |  | 5,719 |  |  |  | 1,791 |  |  |  | 28 |  |  |  | 47,523 |
Ending balances as of June 30, 2012: Allowance for loan losses
Individually evaluated for impairment |  | $ | 869 |  |  |  | 4,819 |  |  |  | 635 |  |  |  | 439 |  |  |  | 1,480 |  |  |  | — |  |  |  | — |  |  |  | 8,242 |
Collectively evaluated for impairment |  | $ | 4,192 |  |  |  | 13,000 |  |  |  | 14,324 |  |  |  | 1,707 |  |  |  | 4,239 |  |  |  | 1,791 |  |  |  | 28 |  |  |  | 39,281 |
Loans acquired with deteriorated credit quality |  | $ | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Loans receivable as of June 30, 2012:
Ending balance – total |  | $ | 173,676 |  |  |  | 244,723 |  |  |  | 810,106 |  |  |  | 207,686 |  |  |  | 622,508 |  |  |  | 54,831 |  |  |  | — |  |  |  | 2,113,530 |
Ending balances as of June 30, 2012: Loans
Individually evaluated for impairment |  | $ | 1,009 |  |  |  | 23,860 |  |  |  | 9,508 |  |  |  | 1,331 |  |  |  | 21,918 |  |  |  | — |  |  |  | — |  |  |  | 57,626 |
Collectively evaluated for impairment |  | $ | 172,667 |  |  |  | 220,863 |  |  |  | 800,598 |  |  |  | 206,355 |  |  |  | 600,590 |  |  |  | 54,831 |  |  |  | — |  |  |  | 2,055,904 |
Loans acquired with deteriorated credit quality |  | $ | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |

Page 22

Index

The following table presents the activity in the allowance for loan losses for non-covered loans for the year ended December 31, 2011.

($ in thousands) |  | Commercial, Financial, and Agricultural |  |  | Real Estate – Construction, Land Development, & Other Land Loans |  |  | Real Estate – Residential, Farmland, and Multi-family |  |  | Real Estate – Home Equity Lines of Credit |  |  | Real Estate – Commercial and Other |  |  | Consumer |  |  | Unallo- cated |  |  | Total |
Beginning balance |  | $ | 4,731 |  |  |  | 12,520 |  |  |  | 11,283 |  |  |  | 3,634 |  |  |  | 3,972 |  |  |  | 1,961 |  |  |  | 174 |  |  |  | 38,275 |
Charge-offs |  |  | (2,703 | ) |  |  | (16,240 | ) |  |  | (9,045 | ) |  |  | (1,147 | ) |  |  | (3,355 | ) |  |  | (845 | ) |  |  | (524 | ) |  |  | (33,859 | )
Recoveries |  |  | 389 |  |  |  | 1,142 |  |  |  | 719 |  |  |  | 107 |  |  |  | 37 |  |  |  | 182 |  |  |  | 93 |  |  |  | 2,669 |
Provisions |  |  | 1,363 |  |  |  | 13,884 |  |  |  | 10,575 |  |  |  | (904 | ) |  |  | 2,760 |  |  |  | 574 |  |  |  | 273 |  |  |  | 28,525 |
Ending balance |  | $ | 3,780 |  |  |  | 11,306 |  |  |  | 13,532 |  |  |  | 1,690 |  |  |  | 3,414 |  |  |  | 1,872 |  |  |  | 16 |  |  |  | 35,610 |
Ending balances: Allowance for loan losses
Individually evaluated for impairment |  | $ | 60 |  |  |  | 607 |  |  |  | 150 |  |  |  | — |  |  |  | 200 |  |  |  | — |  |  |  | — |  |  |  | 1,017 |
Collectively evaluated for impairment |  | $ | 3,720 |  |  |  | 10,699 |  |  |  | 13,382 |  |  |  | 1,690 |  |  |  | 3,214 |  |  |  | 1,872 |  |  |  | 16 |  |  |  | 34,593 |
Loans acquired with deteriorated credit quality |  | $ | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Loans receivable:
Ending balance – total |  | $ | 172,357 |  |  |  | 246,805 |  |  |  | 795,655 |  |  |  | 207,436 |  |  |  | 587,183 |  |  |  | 58,436 |  |  |  | — |  |  |  | 2,067,872 |
Ending balances: Loans
Individually evaluated for impairment |  | $ | 2,526 |  |  |  | 34,750 |  |  |  | 11,880 |  |  |  | 527 |  |  |  | 30,846 |  |  |  | 12 |  |  |  | — |  |  |  | 80,541 |
Collectively evaluated for impairment |  | $ | 169,831 |  |  |  | 212,055 |  |  |  | 783,775 |  |  |  | 206,909 |  |  |  | 556,337 |  |  |  | 58,424 |  |  |  | — |  |  |  | 1,987,331 |
Loans acquired with deteriorated credit quality |  | $ | — |  |  |  | 920 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 920 |

Page 23

Index

The following table presents the activity in the allowance for loan losses for non-covered loans for the three and six months ended June 30, 2011.

($ in thousands) |  | Commercial, Financial, and Agricultural |  |  | Real Estate – Construction, Land Development, & Other Land Loans |  |  | Real Estate – Residential, Farmland, and Multi- family |  |  | Real Estate – Home Equity Lines of Credit |  |  | Real Estate – Commercial and Other |  |  | Consumer |  |  | Unallo- cated |  |  | Total |
As of and for the three months ended June 30, 2011
Beginning balance |  | $ | 4,142 |  |  |  | 10,203 |  |  |  | 12,463 |  |  |  | 3,359 |  |  |  | 3,359 |  |  |  | 2,223 |  |  |  | 24 |  |  |  | 35,773 |
Charge-offs |  |  | (740 | ) |  |  | (5,589 | ) |  |  | (2,248 | ) |  |  | (141 | ) |  |  | (313 | ) |  |  | (157 | ) |  |  | (121 | ) |  |  | (9,309 | )
Recoveries |  |  | 28 |  |  |  | 219 |  |  |  | 61 |  |  |  | 37 |  |  |  | — |  |  |  | 20 |  |  |  | 29 |  |  |  | 394 |
Provisions |  |  | 475 |  |  |  | 6,957 |  |  |  | 1,808 |  |  |  | (1,406 | ) |  |  | (187 | ) |  |  | (126 | ) |  |  | 86 |  |  |  | 7,607 |
Ending balance |  | $ | 3,905 |  |  |  | 11,790 |  |  |  | 12,084 |  |  |  | 1,849 |  |  |  | 2,859 |  |  |  | 1,960 |  |  |  | 18 |  |  |  | 34,465 |
As of and for the six months ended June 30, 2011
Beginning balance |  | $ | 4,731 |  |  |  | 12,520 |  |  |  | 11,283 |  |  |  | 3,634 |  |  |  | 3,972 |  |  |  | 1,961 |  |  |  | 174 |  |  |  | 38,275 |
Charge-offs |  |  | (1,896 | ) |  |  | (9,582 | ) |  |  | (5,596 | ) |  |  | (764 | ) |  |  | (1,380 | ) |  |  | (360 | ) |  |  | (236 | ) |  |  | (19,814 | )
Recoveries |  |  | 36 |  |  |  | 251 |  |  |  | 293 |  |  |  | 43 |  |  |  | 28 |  |  |  | 103 |  |  |  | 73 |  |  |  | 827 |
Provisions |  |  | 1,034 |  |  |  | 8,601 |  |  |  | 6,104 |  |  |  | (1,064 | ) |  |  | 239 |  |  |  | 256 |  |  |  | 7 |  |  |  | 15,177 |
Ending balance |  | $ | 3,905 |  |  |  | 11,790 |  |  |  | 12,084 |  |  |  | 1,849 |  |  |  | 2,859 |  |  |  | 1,960 |  |  |  | 18 |  |  |  | 34,465 |
Ending balances as of June 30, 2011: Allowance for loan losses
Individually evaluated for impairment |  | $ | 50 |  |  |  | 1,221 |  |  |  | 235 |  |  |  | — |  |  |  | 340 |  |  |  | — |  |  |  | — |  |  |  | 1,846 |
Collectively evaluated for impairment |  | $ | 3,855 |  |  |  | 10,569 |  |  |  | 11,849 |  |  |  | 1,849 |  |  |  | 2,519 |  |  |  | 1,960 |  |  |  | 18 |  |  |  | 32,619 |
Loans acquired with deteriorated credit quality |  | $ | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Loans receivable as of June 30, 2011:
Ending balance – total |  | $ | 165,091 |  |  |  | 267,346 |  |  |  | 774,448 |  |  |  | 213,920 |  |  |  | 558,879 |  |  |  | 59,732 |  |  |  | — |  |  |  | 2,039,416 |
Ending balances as of June 30, 2011: Loans
Individually evaluated for impairment |  | $ | 2,049 |  |  |  | 47,181 |  |  |  | 7,656 |  |  |  | 531 |  |  |  | 34,198 |  |  |  | 20 |  |  |  | — |  |  |  | 91,635 |
Collectively evaluated for impairment |  | $ | 163,042 |  |  |  | 220,165 |  |  |  | 766,792 |  |  |  | 213,389 |  |  |  | 524,681 |  |  |  | 59,712 |  |  |  | — |  |  |  | 1,947,781 |
Loans acquired with deteriorated credit quality |  | $ | — |  |  |  | 1,234 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 1,234 |

Page 24

Index

The following table presents the activity in the allowance for loan losses for covered loans for the three and six months ended June 30, 2012.

($ in thousands) |  | Covered Loans |
As of and for the three months ended June 30, 2012
Beginning balance |  | $ | 6,372 |
Charge-offs |  |  | (1,714 | )
Recoveries |  |  | — |
Provisions |  |  | 1,273 |
Ending balance |  | $ | 5,931 |
As of and for the six months ended June 30, 2012
Beginning balance |  | $ | 5,808 |
Charge-offs |  |  | (4,148 | )
Recoveries |  |  | — |
Provisions |  |  | 4,271 |
Ending balance |  | $ | 5,931 |
Ending balances as of June 30, 2012: Allowance for loan losses
Individually evaluated for impairment |  | $ | 5,914 |
Collectively evaluated for impairment |  |  | — |
Loans acquired with deteriorated credit quality |  |  | 17 |
Loans receivable as of June 30, 2012:
Ending balance – total |  | $ | 322,895 |
Ending balances as of June 30, 2012: Loans
Individually evaluated for impairment |  | $ | 42,598 |
Collectively evaluated for impairment |  |  | 280,297 |
Loans acquired with deteriorated credit quality |  |  | 4,819 |

Page 25

Index

The following table presents the activity in the allowance for loan losses for covered loans for the year ended December 31, 2011.

($ in thousands) |  | Covered Loans |
As of and for the year ended December 31, 2011
Beginning balance |  | $ | 11,155 |
Charge-offs |  |  | (18,123 | )
Recoveries |  |  | — |
Provisions |  |  | 12,776 |
Ending balance |  | $ | 5,808 |
Ending balances as of December 31, 2011: Allowance for loan losses
Individually evaluated for impairment |  | $ | 5,481 |
Collectively evaluated for impairment |  |  | — |
Loans acquired with deteriorated credit quality |  |  | 327 |
Loans receivable as of December 31, 2011:
Ending balance – total |  | $ | 361,234 |
Ending balances as of December 31, 2011: Loans
Individually evaluated for impairment |  | $ | 44,723 |
Collectively evaluated for impairment |  |  | 316,511 |
Loans acquired with deteriorated credit quality |  |  | 7,864 |

Page 26

Index

The following table presents the activity in the allowance for loan losses for covered loans for the three and six months ended June 30, 2011.

($ in thousands) |  | Covered Loans |
As of and for the three months ended June 30, 2011
Beginning balance |  | $ | 7,002 |
Charge-offs |  |  | (4,789 | )
Recoveries |  |  | — |
Provisions |  |  | 3,327 |
Ending balance |  | $ | 5,540 |
As of and for the six months ended June 30, 2011
Beginning balance |  | $ | 11,155 |
Charge-offs |  |  | (12,715 | )
Recoveries |  |  | — |
Provisions |  |  | 7,100 |
Ending balance |  | $ | 5,540 |
Ending balances as of June 30, 2011: Allowance for loan losses
Individually evaluated for impairment |  | $ | 5,540 |
Collectively evaluated for impairment |  |  | — |
Loans acquired with deteriorated credit quality |  |  | — |
Loans receivable as of June 30, 2011:
Ending balance – total |  | $ | 401,726 |
Ending balances as of June 30, 2011: Loans
Individually evaluated for impairment |  | $ | 37,149 |
Collectively evaluated for impairment |  |  | 364,577 |
Loans acquired with deteriorated credit quality |  |  | 13,538 |

Page 27

Index

The following table presents the Company’s impaired loans as of June 30, 2012.

($ in thousands) |  | Recorded Investment |  |  | Unpaid Principal Balance |  |  | Related Allowance |  |  | Average Recorded Investment |
Non-covered loans with no related allowance recorded:
Commercial, financial, and agricultural: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Commercial - unsecured |  | $ | — |  |  |  | — |  |  |  | — |  |  |  | — |
Commercial - secured |  |  | 69 |  |  |  | 225 |  |  |  | — |  |  |  | 144 |
Secured by inventory and accounts receivable |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 9 |
Real estate – construction, land development & other land loans |  |  | 6,950 |  |  |  | 11,676 |  |  |  | — |  |  |  | 8,992 |
Real estate – residential, farmland, and multi-family |  |  | 4,242 |  |  |  | 6,010 |  |  |  | — |  |  |  | 3,172 |
Real estate – home equity lines of credit |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 15 |
Real estate – commercial |  |  | 10,974 |  |  |  | 12,683 |  |  |  | — |  |  |  | 12,554 |
Consumer |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 4 |
Total non-covered impaired loans with no allowance |  | $ | 22,235 |  |  |  | 30,594 |  |  |  | — |  |  |  | 24,890 |
Total covered impaired loans with no allowance |  | $ | 40,613 |  |  |  | 75,350 |  |  |  | — |  |  |  | 40,357 |
Total impaired loans with no allowance recorded |  | $ | 62,848 |  |  |  | 105,944 |  |  |  | — |  |  |  | 65,247 |
Non-covered loans with an allowance recorded: |  |  |  |  |  |  |  |  |  |  |  |
Commercial, financial, and agricultural: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Commercial - unsecured |  | $ | 211 |  |  |  | 612 |  |  |  | 40 |  |  |  | 231 |
Commercial - secured |  |  | 2,158 |  |  |  | 2,436 |  |  |  | 315 |  |  |  | 1,912 |
Secured by inventory and accounts receivable |  |  | 637 |  |  |  | 1,112 |  |  |  | 143 |  |  |  | 673 |
Real estate – construction, land development & other land loans |  |  | 18,156 |  |  |  | 22,302 |  |  |  | 6,093 |  |  |  | 15,360 |
Real estate – residential, farmland, and multi-family |  |  | 23,476 |  |  |  | 26,658 |  |  |  | 2,361 |  |  |  | 24,792 |
Real estate – home equity lines of credit |  |  | 3,877 |  |  |  | 4,493 |  |  |  | 453 |  |  |  | 3,300 |
Real estate – commercial |  |  | 21,089 |  |  |  | 24,102 |  |  |  | 1,309 |  |  |  | 12,776 |
Consumer |  |  | 2,763 |  |  |  | 2,801 |  |  |  | 337 |  |  |  | 2,789 |
Total non-covered impaired loans with allowance |  | $ | 72,367 |  |  |  | 84,516 |  |  |  | 11,051 |  |  |  | 61,833 |
Total covered impaired loans with allowance |  | $ | 17,516 |  |  |  | 19,421 |  |  |  | 5,158 |  |  |  | 16,092 |
Total impaired loans with an allowance recorded |  | $ | 89,883 |  |  |  | 103,937 |  |  |  | 16,209 |  |  |  | 77,925 |

Interest income recorded on non-covered and covered impaired loans during the six months ended June 30, 2012 is considered insignificant.

The related allowance listed above includes both reserves on loans specifically reviewed for impairment and general reserves on impaired loans that were not specifically reviewed for impairment.

Page 28

Index

The following table presents the Company’s impaired loans as of December 31, 2011.

($ in thousands) |  | Recorded Investment |  |  | Unpaid Principal Balance |  |  | Related Allowance |  |  | Average Recorded Investment |
Non-covered loans with no related allowance recorded:
Commercial, financial, and agricultural: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Commercial - unsecured |  | $ | — |  |  |  | — |  |  |  | — |  |  |  | — |
Commercial - secured |  |  | 295 |  |  |  | 478 |  |  |  | — |  |  |  | 504 |
Secured by inventory and accounts receivable |  |  | 27 |  |  |  | 493 |  |  |  | — |  |  |  | 124 |
Real estate – construction, land development & other land loans |  |  | 15,105 |  |  |  | 20,941 |  |  |  | — |  |  |  | 17,876 |
Real estate – residential, farmland, and multi-family |  |  | 3,442 |  |  |  | 4,741 |  |  |  | — |  |  |  | 5,278 |
Real estate – home equity lines of credit |  |  | 46 |  |  |  | 300 |  |  |  | — |  |  |  | 79 |
Real estate – commercial |  |  | 16,794 |  |  |  | 18,817 |  |  |  | — |  |  |  | 13,359 |
Consumer |  |  | 12 |  |  |  | 39 |  |  |  | — |  |  |  | 15 |
Total non-covered impaired loans with no allowance |  | $ | 35,721 |  |  |  | 45,809 |  |  |  | — |  |  |  | 37,235 |
Total covered impaired loans with no allowance |  | $ | 43,702 |  |  |  | 78,578 |  |  |  | — |  |  |  | 49,030 |
Total impaired loans with no allowance recorded |  | $ | 79,423 |  |  |  | 124,387 |  |  |  | — |  |  |  | 86,265 |
Non-covered loans with an allowance recorded: |  |  |  |  |  |  |  |  |  |  |  |
Commercial, financial, and agricultural: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Commercial - unsecured |  | $ | 452 |  |  |  | 454 |  |  |  | 59 |  |  |  | 226 |
Commercial - secured |  |  | 1,895 |  |  |  | 1,899 |  |  |  | 295 |  |  |  | 1,427 |
Secured by inventory and accounts receivable |  |  | 561 |  |  |  | 571 |  |  |  | 156 |  |  |  | 391 |
Real estate – construction, land development & other land loans |  |  | 10,360 |  |  |  | 12,606 |  |  |  | 2,244 |  |  |  | 15,782 |
Real estate – residential, farmland, and multi-family |  |  | 24,460 |  |  |  | 26,153 |  |  |  | 2,169 |  |  |  | 22,487 |
Real estate – home equity lines of credit |  |  | 3,115 |  |  |  | 3,141 |  |  |  | 117 |  |  |  | 2,544 |
Real estate – commercial |  |  | 5,965 |  |  |  | 6,421 |  |  |  | 283 |  |  |  | 6,602 |
Consumer |  |  | 2,757 |  |  |  | 2,759 |  |  |  | 481 |  |  |  | 2,329 |
Total non-covered impaired loans with allowance |  | $ | 49,565 |  |  |  | 54,004 |  |  |  | 5,804 |  |  |  | 51,788 |
Total covered impaired loans with allowance |  | $ | 11,988 |  |  |  | 15,670 |  |  |  | 5,106 |  |  |  | 14,259 |
Total impaired loans with an allowance recorded |  | $ | 61,553 |  |  |  | 69,674 |  |  |  | 10,910 |  |  |  | 66,047 |

Interest income recorded on non-covered and covered impaired loans during the year ended December 31, 2011 is considered insignificant.

The related allowance listed above includes both reserves on loans specifically reviewed for impairment and general reserves on impaired loans that were not specifically reviewed for impairment.

Page 29

Index

The Company tracks credit quality based on its internal risk ratings. Upon origination a loan is assigned an initial risk grade, which is generally based on several factors such as the borrower’s credit score, the loan-to-value ratio, the debt-to-income ratio, etc. Loans that are risk-graded as substandard during the origination process are declined. After loans are initially graded, they are monitored monthly for credit quality based on many factors, such as payment history, the borrower’s financial status, and changes in collateral value. Loans can be downgraded or upgraded depending on management’s evaluation of these factors. Internal risk-grading policies are consistent throughout each loan type.

The following describes the Company’s internal risk grades in ascending order of likelihood of loss:

| Numerical Risk Grade | Description
Pass: |
| 1 | Cash secured loans.
| 2 | Non-cash secured loans that have no minor or major exceptions to the lending guidelines.
| 3 | Non-cash secured loans that have no major exceptions to the lending guidelines.
Weak Pass: |
| 4 | Non-cash secured loans that have minor or major exceptions to the lending guidelines, but the exceptions are properly mitigated.
Watch or Standard: |
| 9 | Loans that meet the guidelines for a Risk Graded 5 loan, except the collateral coverage is sufficient to satisfy the debt with no risk of loss under reasonable circumstances. This category also includes all loans to insiders and any other loan that management elects to monitor on the watch list.
Special Mention: |
| 5 | Existing loans with major exceptions that cannot be mitigated.
Classified: |
| 6 | Loans that have a well-defined weakness that may jeopardize the liquidation of the debt if deficiencies are not corrected.
| 7 | Loans that have a well-defined weakness that make the collection or liquidation improbable.
| 8 | Loans that are considered uncollectible and are in the process of being charged-off.

Page 30

Index

The following table presents the Company’s recorded investment in loans by credit quality indicators as of June 30, 2012.

($ in thousands) |  | Credit Quality Indicator (Grouped by Internally Assigned Grade) |
|  | Pass (Grades 1, 2, & 3) |  |  | Weak Pass (Grade 4) |  |  | Watch or Standard Loans (Grade 9) |  |  | Special Mention Loans (Grade 5) |  |  | Classified Loans (Grades 6, 7, & 8) |  |  | Nonaccrual Loans |  |  | Total |
Non-covered loans: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Commercial, financial, and agricultural: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Commercial - unsecured |  | $ | 11,933 |  |  |  | 25,351 |  |  |  | 12 |  |  |  | 323 |  |  |  | 513 |  |  |  | 211 |  |  |  | 38,343 |
Commercial - secured |  |  | 34,861 |  |  |  | 69,630 |  |  |  | 1,705 |  |  |  | 2,481 |  |  |  | 2,460 |  |  |  | 2,227 |  |  |  | 113,364 |
Secured by inventory and accounts receivable |  |  | 3,688 |  |  |  | 16,539 |  |  |  | 265 |  |  |  | 695 |  |  |  | 145 |  |  |  | 637 |  |  |  | 21,969 |
Real estate – construction, land development & other land loans |  |  | 32,230 |  |  |  | 161,242 |  |  |  | 5,304 |  |  |  | 11,971 |  |  |  | 14,195 |  |  |  | 19,781 |  |  |  | 244,723 |
Real estate – residential, farmland, and multi-family |  |  | 250,715 |  |  |  | 476,852 |  |  |  | 9,105 |  |  |  | 17,883 |  |  |  | 31,405 |  |  |  | 24,146 |  |  |  | 810,106 |
Real estate – home equity lines of credit |  |  | 131,210 |  |  |  | 66,044 |  |  |  | 2,521 |  |  |  | 2,338 |  |  |  | 1,695 |  |  |  | 3,878 |  |  |  | 207,686 |
Real estate - commercial |  |  | 135,080 |  |  |  | 417,454 |  |  |  | 27,537 |  |  |  | 13,025 |  |  |  | 9,135 |  |  |  | 20,277 |  |  |  | 622,508 |
Consumer |  |  | 28,153 |  |  |  | 22,676 |  |  |  | 86 |  |  |  | 514 |  |  |  | 641 |  |  |  | 2,761 |  |  |  | 54,831 |
Total |  | $ | 627,870 |  |  |  | 1,255,788 |  |  |  | 46,535 |  |  |  | 49,230 |  |  |  | 60,189 |  |  |  | 73,918 |  |  |  | 2,113,530 |
Unamortized net deferred loan costs |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 1,376 |
Total non-covered loans |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 2,114,906 |
Total covered loans |  | $ | 51,912 |  |  |  | 137,930 |  |  |  | — |  |  |  | 8,459 |  |  |  | 85,519 |  |  |  | 39,075 |  |  |  | 322,895 |
Total loans |  | $ | 679,782 |  |  |  | 1,393,718 |  |  |  | 46,535 |  |  |  | 57,689 |  |  |  | 145,708 |  |  |  | 112,993 |  |  |  | 2,437,801 |

At June 30, 2012, there was an insignificant amount of non-covered loans that were graded “8” with an accruing status. At June 30, 2012, there were no covered loans that were graded “8” with an accruing status.

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Index

The following table presents the Company’s recorded investment in loans by credit quality indicators as of December 31, 2011.

($ in thousands) |  | Credit Quality Indicator (Grouped by Internally Assigned Grade) |
|  | Pass (Grades 1, 2, & 3) |  |  | Weak Pass (Grade 4) |  |  | Watch or Standard Loans (Grade 9) |  |  | Special Mention Loans (Grade 5) |  |  | Classified Loans (Grades 6, 7, & 8) |  |  | Nonaccrual Loans |  |  | Total |
Non-covered loans: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Commercial, financial, and agricultural: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Commercial - unsecured |  | $ | 13,516 |  |  |  | 23,735 |  |  |  | 13 |  |  |  | 217 |  |  |  | 845 |  |  |  | 452 |  |  |  | 38,778 |
Commercial - secured |  |  | 36,587 |  |  |  | 66,105 |  |  |  | 1,912 |  |  |  | 2,196 |  |  |  | 2,761 |  |  |  | 2,190 |  |  |  | 111,751 |
Secured by inventory and accounts receivable |  |  | 3,756 |  |  |  | 16,197 |  |  |  | 282 |  |  |  | 756 |  |  |  | 249 |  |  |  | 588 |  |  |  | 21,828 |
Real estate – construction, land development & other land loans |  |  | 37,596 |  |  |  | 156,651 |  |  |  | 6,490 |  |  |  | 9,903 |  |  |  | 13,393 |  |  |  | 22,772 |  |  |  | 246,805 |
Real estate – residential, farmland, and multi-family |  |  | 257,163 |  |  |  | 456,188 |  |  |  | 10,248 |  |  |  | 17,687 |  |  |  | 28,939 |  |  |  | 25,430 |  |  |  | 795,655 |
Real estate – home equity lines of credit |  |  | 130,913 |  |  |  | 67,606 |  |  |  | 2,422 |  |  |  | 1,868 |  |  |  | 1,466 |  |  |  | 3,161 |  |  |  | 207,436 |
Real estate - commercial |  |  | 140,577 |  |  |  | 372,614 |  |  |  | 30,722 |  |  |  | 11,502 |  |  |  | 15,565 |  |  |  | 16,203 |  |  |  | 587,183 |
Consumer |  |  | 30,693 |  |  |  | 23,550 |  |  |  | 67 |  |  |  | 368 |  |  |  | 988 |  |  |  | 2,770 |  |  |  | 58,436 |
Total |  | $ | 650,801 |  |  |  | 1,182,646 |  |  |  | 52,156 |  |  |  | 44,497 |  |  |  | 64,206 |  |  |  | 73,566 |  |  |  | 2,067,872 |
Unamortized net deferred loan costs |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 1,280 |
Total non-covered loans |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 2,069,152 |
Total covered loans |  | $ | 62,052 |  |  |  | 161,508 |  |  |  | — |  |  |  | 8,033 |  |  |  | 88,169 |  |  |  | 41,472 |  |  |  | 361,234 |
Total loans |  | $ | 712,853 |  |  |  | 1,344,154 |  |  |  | 52,156 |  |  |  | 52,530 |  |  |  | 152,375 |  |  |  | 115,038 |  |  |  | 2,430,386 |

At December 31, 2011, there was an insignificant amount of non-covered loans that were graded “8” with an accruing status. At December 31, 2011, there were no covered loans that were graded “8” with an accruing status.

Troubled Debt Restructurings

The restructuring of a loan is considered a “troubled debt restructuring” if both (i) the borrower is experiencing financial difficulties and (ii) the creditor has granted a concession. Concessions may include interest rate reductions or below market interest rates, principal forgiveness, restructuring amortization schedules and other actions intended to minimize potential losses.

The vast majority of the Company’s troubled debt restructurings modified during the period ended June 30, 2012 related to interest rate reductions combined with restructured amortization schedules. The Company does not grant principal forgiveness.

All loans classified as troubled debt restructurings are considered to be impaired and are evaluated as such for determination of the allowance for loan losses. The Company’s troubled debt restructurings can be classified as either nonaccrual or accruing based on the loan’s payment status. The troubled debt restructurings that are nonaccrual are reported within the nonaccrual loan totals presented previously.

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Index

The following table presents information related to loans modified in a troubled debt restructuring during the three and six months ended June 30, 2012.

($ in thousands) |  | For the three months ended June 30, 2012 |  |  | For the six months ended June 30, 2012 |
|  | Number of Contracts |  |  | Restructured Balances |  |  | Number of Contracts |  |  | Restructured Balances |
Non-covered TDRs – Accruing |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Real estate – construction, land development & other land loans |  |  | 1 |  |  | $ | 300 |  |  |  | 1 |  |  | $ | 300 |
Real estate – residential, farmland, and multi-family |  |  | 1 |  |  |  | 303 |  |  |  | 1 |  |  |  | 303 |
Non-covered TDRs - Nonaccrual |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Real estate – construction, land development & other land loans |  |  | 1 |  |  |  | 238 |  |  |  | 1 |  |  |  | 238 |
Total non-covered TDRs arising during period |  |  | 3 |  |  | $ | 841 |  |  |  | 3 |  |  | $ | 841 |
Total covered TDRs arising during period– Accruing |  |  | 3 |  |  | $ | 5,428 |  |  |  | 6 |  |  | $ | 7,342 |
Total covered TDRs arising during period – Nonaccrual |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Total TDRs arising during period |  |  | 6 |  |  | $ | 6,269 |  |  |  | 9 |  |  | $ | 8,183 |

Accruing restructured loans that defaulted during the three and six months ended June 30, 2012 are presented in the table below. The Company considers a loan to have defaulted when it becomes 90 or more days delinquent under the modified terms, has been transferred to nonaccrual status, or has been transferred to other real estate owned.

($ in thousands) |  | For the three months ended June 30, 2012 |  |  | For the six months ended June 30, 2012 |
|  | Number of Contracts |  |  | Recorded Investment |  |  | Number of Contracts |  |  | Recorded Investment |
Non-covered accruing TDRs that subsequently defaulted |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Real estate – construction, land development & other land loans |  |  | — |  |  | $ | — |  |  |  | 2 |  |  | $ | 664 |
Real estate – residential, farmland, and multi-family |  |  | 1 |  |  |  | 341 |  |  |  | 1 |  |  |  | 341 |
Real estate - commercial |  |  | 1 |  |  |  | 180 |  |  |  | 1 |  |  |  | 180 |
Total non-covered TDRs that subsequently defaulted |  |  | 2 |  |  | $ | 521 |  |  |  | 4 |  |  | $ | 1,185 |
Total accruing covered TDRs that subsequently defaulted |  |  | 3 |  |  | $ | 716 |  |  |  | 14 |  |  | $ | 3,427 |
Total accruing TDRs that subsequently defaulted |  |  | 5 |  |  | $ | 1,237 |  |  |  | 18 |  |  | $ | 4,612 |

Note 8 – Deferred Loan Costs

The amount of loans shown on the Consolidated Balance Sheets includes net deferred loan costs of approximately $1,376,000, $1,280,000, and $1,298,000 at June 30, 2012, December 31, 2011, and June 30, 2011, respectively.

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Index

Note 9 – FDIC Indemnification Asset

The FDIC indemnification asset is the estimated amount that the Company will receive from the FDIC under loss share agreements associated with two FDIC-assisted failed bank acquisitions. See page 38 of the Company’s 2011 Annual Report on Form 10-K for a detailed explanation of this asset.

The FDIC indemnification asset was comprised of the following components as of the dates shown:

($ in thousands) |  | June 30, 2012 |  |  | December 31, 2011 |  |  | June 30, 2011 |
Receivable related to claims submitted, not yet received |  | $ | 18,574 |  |  |  | 13,377 |  |  |  | 27,668 |
Receivable related to estimated future claims on loans |  |  | 79,308 |  |  |  | 90,275 |  |  |  | 100,953 |
Receivable related to estimated future claims on other real estate owned |  |  | 19,020 |  |  |  | 18,025 |  |  |  | 14,273 |
FDIC indemnification asset |  | $ | 116,902 |  |  |  | 121,677 |  |  |  | 142,894 |

The following presents a rollforward of the FDIC indemnification asset since December 31, 2011.

($ in thousands) |  |  |
Balance at December 31, 2011 |  | $ | 121,677 |
Increase related to unfavorable changes in loss estimates |  |  | 12,298 |
Increase related to reimbursable expenses |  |  | 3,183 |
Cash received |  |  | (15,286 | )
Accretion of loan discount |  |  | (4,694 | )
Other |  |  | (276 | )
Balance at June 30, 2012 |  | $ | 116,902 |

Note 10 – Goodwill and Other Intangible Assets

The following is a summary of the gross carrying amount and accumulated amortization of amortizable intangible assets as of June 30, 2012, December 31, 2011, and June 30, 2011 and the carrying amount of unamortized intangible assets as of those same dates.

|  | June 30, 2012 |  |  | December 31, 2011 |  |  | June 30, 2011 |
($ in thousands) |  | Gross Carrying Amount |  |  | Accumulated Amortization |  |  | Gross Carrying Amount |  |  | Accumulated Amortization |  |  | Gross Carrying Amount |  |  | Accumulated Amortization |
Amortizable intangible assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Customer lists |  | $ | 678 |  |  |  | 387 |  |  |  | 678 |  |  |  | 357 |  |  |  | 678 |  |  |  | 328 |
Core deposit premiums |  |  | 7,867 |  |  |  | 4,707 |  |  |  | 7,867 |  |  |  | 4,291 |  |  |  | 7,867 |  |  |  | 3,868 |
Total |  | $ | 8,545 |  |  |  | 5,094 |  |  |  | 8,545 |  |  |  | 4,648 |  |  |  | 8,545 |  |  |  | 4,196 |
Unamortizable intangible assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Goodwill |  | $ | 65,835 |  |  |  |  |  |  |  | 65,835 |  |  |  |  |  |  |  | 65,835 |  |  |  |  |

Amortization expense totaled $223,000 and $226,000 for the three months ended June 30, 2012 and 2011, respectively. Amortization expense totaled $446,000 and $450,000 for the six months ended June 30, 2012 and 2011, respectively

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Index

The following table presents the estimated amortization expense for the last three quarters of calendar year 2012 and for each of the four calendar years ending December 31, 2016 and the estimated amount amortizable thereafter. These estimates are subject to change in future periods to the extent management determines it is necessary to make adjustments to the carrying value or estimated useful lives of amortized intangible assets.

($ in thousands) |  | Estimated Amortization Expense |
July 1 to December 31, 2012 |  | $ | 446 |
2013 |  |  | 781 |
2014 |  |  | 678 |
2015 |  |  | 622 |
2016 |  |  | 555 |
Thereafter |  |  | 369 |
Total |  | $ | 3,451 |

Note 11 – Pension Plans

The Company sponsors two defined benefit pension plans – a qualified retirement plan (the “Pension Plan”) which is generally available to all employees, and a Supplemental Executive Retirement Plan (the “SERP”), which is for the benefit of certain senior management executives of the Company.

The Company recorded pension expense totaling $619,000 and $832,000 for the three months ended June 30, 2012 and 2011, respectively, related to the Pension Plan and the SERP. The following table contains the components of the pension expense.

|  | For the Three Months Ended June 30, |
|  | 2012 |  |  | 2011 |  |  | 2012 |  |  | 2011 |  |  | 2012 Total |  |  | 2011 Total |
($ in thousands) |  | Pension Plan |  |  | Pension Plan |  |  | SERP |  |  | SERP |  |  | Both Plans |  |  | Both Plans |
Service cost – benefits earned during the period |  | $ | 457 |  |  |  | 478 |  |  |  | 76 |  |  |  | 115 |  |  |  | 533 |  |  |  | 593 |
Interest cost |  |  | 363 |  |  |  | 432 |  |  |  | 70 |  |  |  | 102 |  |  |  | 433 |  |  |  | 534 |
Expected return on plan assets |  |  | (492 | ) |  |  | (444 | ) |  |  | ─ |  |  |  | ─ |  |  |  | (492 | ) |  |  | (444 | )
Amortization of transition obligation |  |  | 1 |  |  |  | 1 |  |  |  | ─ |  |  |  | ─ |  |  |  | 1 |  |  |  | 1 |
Amortization of net (gain)/loss |  |  | 136 |  |  |  | 114 |  |  |  | ─ |  |  |  | 26 |  |  |  | 136 |  |  |  | 140 |
Amortization of prior service cost |  |  | 3 |  |  |  | 3 |  |  |  | 5 |  |  |  | 5 |  |  |  | 8 |  |  |  | 8 |
Net periodic pension cost |  | $ | 468 |  |  |  | 584 |  |  |  | 151 |  |  |  | 248 |  |  |  | 619 |  |  |  | 832 |

The Company recorded pension expense totaling $1,658,000 and $1,664,000 for the six months ended June 30, 2012 and 2011, respectively, related to the Pension Plan and the SERP. The following table contains the components of the pension expense.

|  | For the Six Months Ended June 30, |
|  | 2012 |  |  | 2011 |  |  | 2012 |  |  | 2011 |  |  | 2012 Total |  |  | 2011 Total |
($ in thousands) |  | Pension Plan |  |  | Pension Plan |  |  | SERP |  |  | SERP |  |  | Both Plans |  |  | Both Plans |
Service cost – benefits earned during the period |  | $ | 1,061 |  |  |  | 956 |  |  |  | 170 |  |  |  | 230 |  |  |  | 1,231 |  |  |  | 1,186 |
Interest cost |  |  | 799 |  |  |  | 864 |  |  |  | 157 |  |  |  | 204 |  |  |  | 956 |  |  |  | 1,068 |
Expected return on plan assets |  |  | (984 | ) |  |  | (888 | ) |  |  | ─ |  |  |  | ─ |  |  |  | (984 | ) |  |  | (888 | )
Amortization of transition obligation |  |  | 2 |  |  |  | 2 |  |  |  | ─ |  |  |  | ─ |  |  |  | 2 |  |  |  | 2 |
Amortization of net (gain)/loss |  |  | 403 |  |  |  | 228 |  |  |  | 34 |  |  |  | 52 |  |  |  | 437 |  |  |  | 280 |
Amortization of prior service cost |  |  | 6 |  |  |  | 6 |  |  |  | 10 |  |  |  | 10 |  |  |  | 16 |  |  |  | 16 |
Net periodic pension cost |  | $ | 1,287 |  |  |  | 1,168 |  |  |  | 371 |  |  |  | 496 |  |  |  | 1,658 |  |  |  | 1,664 |

The Company’s contributions to the Pension Plan are based on computations by independent actuarial consultants and are intended to provide the Company with the maximum deduction for income tax purposes. The contributions are invested to provide for benefits under the Pension Plan. The Company expects that it will contribute $2,500,000 to the Pension Plan in 2012.

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Index

The Company’s funding policy with respect to the SERP is to fund the related benefits from the operating cash flow of the Company.

Note 12 – Comprehensive Income

Comprehensive income is defined as the change in equity during a period for non-owner transactions and is divided into net income and other comprehensive income. Other comprehensive income includes revenues, expenses, gains, and losses that are excluded from earnings under current accounting standards. The components of accumulated other comprehensive income (loss) for the Company are as follows:

($ in thousands) |  | June 30, 2012 |  |  | December 31, 2011 |  |  | June 30, 2011 |
Unrealized gain (loss) on securities available for sale |  | $ | 4,348 |  |  |  | 3,896 |  |  |  | 3,790 |
Deferred tax asset (liability) |  |  | (1,694 | ) |  |  | (1,520 | ) |  |  | (1,478 | )
Net unrealized gain (loss) on securities available for sale |  |  | 2,654 |  |  |  | 2,376 |  |  |  | 2,312 |
Additional pension liability |  |  | (17,879 | ) |  |  | (18,278 | ) |  |  | (10,608 | )
Deferred tax asset |  |  | 7,064 |  |  |  | 7,220 |  |  |  | 4,190 |
Net additional pension liability |  |  | (10,815 | ) |  |  | (11,058 | ) |  |  | (6,418 | )
Total accumulated other comprehensive income (loss) |  | $ | (8,161 | ) |  |  | (8,682 | ) |  |  | (4,106 | )

Note 13 – Fair Value

Relevant accounting guidance establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The guidance describes three levels of inputs that may be used to measure fair value:

Level 1: Quoted prices (unadjusted) of identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

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Index

The following table summarizes the Company’s financial instruments that were measured at fair value on a recurring and nonrecurring basis at June 30, 2012.

($ in thousands) |  |  |  |  |  |
Description of Financial Instruments |  | Fair Value at June 30, 2012 |  |  | Quoted Prices in Active Markets for Identical Assets (Level 1) |  |  | Significant Other Observable Inputs (Level 2) |  |  | Significant Unobservable Inputs (Level 3) |
Recurring |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Securities available for sale: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Government-sponsored enterprise securities |  | $ | 29,626 |  |  |  | — |  |  |  | 29,626 |  |  |  | — |
Mortgage-backed securities |  |  | 119,536 |  |  |  | — |  |  |  | 119,536 |  |  |  | — |
Corporate bonds |  |  | 13,139 |  |  |  | — |  |  |  | 13,139 |  |  |  | — |
Equity securities |  |  | 9,606 |  |  |  | 423 |  |  |  | 9,183 |  |  |  | — |
Total available for sale securities |  | $ | 171,907 |  |  |  | 423 |  |  |  | 171,484 |  |  |  | — |
Nonrecurring |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Impaired loans – covered |  | $ | 58,129 |  |  |  | — |  |  |  | — |  |  |  | 58,129 |
Impaired loans – non-covered |  |  | 94,602 |  |  |  | — |  |  |  | — |  |  |  | 94,602 |
Other real estate – covered |  |  | 70,850 |  |  |  | — |  |  |  | 70,850 |  |  |  | — |
Other real estate – non-covered |  |  | 37,895 |  |  |  | — |  |  |  | 37,895 |  |  |  | — |

The following table summarizes the Company’s financial instruments that were measured at fair value on a recurring and nonrecurring basis at December 31, 2011.

($ in thousands) |  |  |  |  |  |
Description of Financial Instruments |  | Fair Value at December 31, 2011 |  |  | Quoted Prices in Active Markets for Identical Assets (Level 1) |  |  | Significant Other Observable Inputs (Level 2) |  |  | Significant Unobservable Inputs (Level 3) |
Recurring |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Securities available for sale: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Government-sponsored enterprise securities |  | $ | 34,665 |  |  |  | — |  |  |  | 34,665 |  |  |  | — |
Mortgage-backed securities |  |  | 124,105 |  |  |  | — |  |  |  | 124,105 |  |  |  | — |
Corporate bonds |  |  | 12,488 |  |  |  | — |  |  |  | 12,488 |  |  |  | — |
Equity securities |  |  | 11,368 |  |  |  | 398 |  |  |  | 10,969 |  |  |  | — |
Total available for sale securities |  | $ | 182,626 |  |  |  | 398 |  |  |  | 182,227 |  |  |  | — |
Nonrecurring |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Impaired loans – covered |  | $ | 55,690 |  |  |  | — |  |  |  | 55,690 |  |  |  | — |
Impaired loans – non-covered |  |  | 85,286 |  |  |  | — |  |  |  | 85,286 |  |  |  | — |
Other real estate – covered |  |  | 85,272 |  |  |  | — |  |  |  | 85,272 |  |  |  | — |
Other real estate – non-covered |  |  | 37,023 |  |  |  | — |  |  |  | 37,023 |  |  |  | — |

The following is a description of the valuation methodologies used for instruments measured at fair value.

Securities — When quoted market prices are available in an active market, the securities are classified as Level 1 in the valuation hierarchy. Level 1 securities for the Company include certain equity securities. If quoted market prices are not available, but fair values can be estimated by observing quoted prices of securities with similar characteristics, the securities are classified as Level 2 on the valuation hierarchy. Most of the fair values for the Company’s Level 2 securities are determined by matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities. For the Company, Level 2 securities include mortgage-backed securities, collateralized mortgage obligations, government-sponsored entity securities, and corporate bonds. In cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy.

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Impaired loans —Fair values for impaired loans in the above table are collateral dependent and are estimated based on underlying collateral values, as determined by third-party appraisers, which are then adjusted for the cost related to liquidation of the collateral.

Other real estate – Other real estate, consisting of properties obtained through foreclosure or in satisfaction of loans, is reported at the lower of cost or fair value, determined on the basis of current appraisals, comparable sales, and other estimates of value obtained principally from independent sources, adjusted for estimated selling costs. At the time of foreclosure, any excess of the loan balance over the fair value of the real estate held as collateral is treated as a charge against the allowance for loan losses.

Transfers of assets or liabilities between levels within the fair value hierarchy are recognized when an event or change in circumstances occurs. There were no transfers between Level 1 and Level 2 for assets or liabilities measured on a recurring basis during the three months ended June 30, 2012 or 2011.

For the six months ended June 30, 2012 and 2011, the increase in the fair value of securities available for sale was $452,000 and $1,313,000, respectively, which is included in other comprehensive income (tax expense of $175,000 and $512,000, respectively). Fair value measurement methods at June 30, 2012 and 2011 are consistent with those used in prior reporting periods.

The carrying amounts and estimated fair values of financial instruments at June 30, 2012 and December 31, 2011 are as follows:

|  | June 30, 2012 |  | December 31, 2011 |
($ in thousands) | Level in Fair Value Hierarchy |  | Carrying Amount |  |  | Estimated Fair Value |  |  | Carrying Amount |  |  | Estimated Fair Value |  |
Cash and due from banks, noninterest-bearing | Level 1 |  | $ | 58,872 |  |  |  | 58,872 |  |  |  | 80,341 |  |  |  | 80,341 |
Due from banks, interest-bearing | Level 1 |  |  | 203,313 |  |  |  | 203,313 |  |  |  | 135,218 |  |  |  | 135,218 |
Federal funds sold | Level 1 |  |  | — |  |  |  | — |  |  |  | 608 |  |  |  | 608 |
Securities available for sale | Level 2 |  |  | 171,907 |  |  |  | 171,907 |  |  |  | 182,626 |  |  |  | 182,626 |
Securities held to maturity | Level 2 |  |  | 56,182 |  |  |  | 61,676 |  |  |  | 57,988 |  |  |  | 62,754 |
Presold mortgages in process of settlement | Level 1 |  |  | 4,053 |  |  |  | 4,053 |  |  |  | 6,090 |  |  |  | 6,090 |
Loans – non-covered, net of allowance | Level 3 |  |  | 2,067,383 |  |  |  | 2,006,670 |  |  |  | 2,033,542 |  |  |  | 1,987,979 |
Loans – covered, net of allowance | Level 3 |  |  | 316,964 |  |  |  | 316,964 |  |  |  | 355,426 |  |  |  | 355,426 |
FDIC indemnification asset | Level 3 |  |  | 116,902 |  |  |  | 116,501 |  |  |  | 121,677 |  |  |  | 121,004 |
Accrued interest receivable | Level 1 |  |  | 10,932 |  |  |  | 10,932 |  |  |  | 11,779 |  |  |  | 11,779 |
Deposits | Level 2 |  |  | 2,838,298 |  |  |  | 2,841,563 |  |  |  | 2,755,037 |  |  |  | 2,759,504 |
Securities sold under agreements to repurchase | Level 2 |  |  | — |  |  |  | — |  |  |  | 17,105 |  |  |  | 17,105 |
Borrowings | Level 2 |  |  | 111,394 |  |  |  | 86,451 |  |  |  | 133,925 |  |  |  | 106,333 |
Accrued interest payable | Level 2 |  |  | 1,549 |  |  |  | 1,549 |  |  |  | 1,872 |  |  |  | 1,872 |

Fair value methods and assumptions are set forth below for the Company’s financial instruments.

Cash and Due from Banks, Federal Funds Sold, Presold Mortgages in Process of Settlement, Accrued Interest Receivable, and Accrued Interest Payable - The carrying amounts approximate their fair value because of the short maturity of these financial instruments. (Level 1)

Available for Sale and Held to Maturity Securities - Fair values are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments or matrix pricing. (Level 2)

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Loans – For non-impaired loans, fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type such as commercial, financial and agricultural, real estate construction, real estate mortgages and installment loans to individuals. Each loan category is further segmented into fixed and variable interest rate terms. The fair value for each category is determined by discounting scheduled future cash flows using current interest rates offered on loans with similar risk characteristics. (Level 3)

As discussed above, fair values for impaired loans are estimated based on estimated proceeds expected upon liquidation of the collateral. (Level 3)

FDIC Indemnification Asset – Fair value is equal to the FDIC reimbursement rate of the expected losses to be incurred and reimbursed by the FDIC and then discounted over the estimated period of receipt. (Level 3)

Deposits and Securities Sold Under Agreements to Repurchase - The fair value of securities sold under agreements to repurchase and deposits with no stated maturity, such as non-interest-bearing demand deposits, savings, checking, and money market accounts, is equal to the amount payable on demand as of the valuation date. The fair value of certificates of deposit is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities. (Level 2)

Borrowings - The fair value of borrowings is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered by the Company’s lenders for debt of similar remaining maturities. (Level 2)

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because no highly liquid market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Fair value estimates are based on existing on- and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Significant assets and liabilities that are not considered financial assets or liabilities include net premises and equipment, intangible and other assets such as foreclosed properties, deferred income taxes, prepaid expense accounts, income taxes currently payable and other various accrued expenses. In addition, the income tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in any of the estimates.

Note 14 – Participation in the Small Business Lending Fund

On September 1, 2011, the Company completed the sale of $63.5 million of Series B preferred stock to the Secretary of the Treasury under the Small Business Lending Fund (SBLF). The fund was established under the Small Business Jobs Act of 2010 that was created to encourage lending to small businesses by providing capital to qualified community banks with assets less than $10 billion.

Under the terms of the stock purchase agreement, the Treasury received 63,500 shares of non-cumulative perpetual preferred stock with a liquidation value of $1,000 per share, in exchange for $63.5 million.

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The Series B preferred stock qualifies as Tier 1 capital. The dividend rate, as a percentage of the liquidation amount, can fluctuate on a quarterly basis during the first 10 quarters during which the Series B preferred stock is outstanding, based upon changes in the level of “Qualified Small Business Lending” or “QBSL”. For the first nine quarters after issuance, the dividend rate can range from one percent (1%) to five percent (5%) per annum based upon the increase in QBSL as compared to the baseline. For quarters subsequent to the issuance in 2011, the Company has paid a dividend rate ranging from 4.8% to 5.0%. Based upon an increase in the level of QBSL over the baseline level calculated under the terms of the related purchase agreement, the dividend rate for the next dividend period (which will end on September 30, 2012) is expected to be 5.0%, subject to confirmation by Treasury. For the tenth calendar quarter through four and one half years after issuance, the dividend rate will be fixed at between one percent (1%) and seven percent (7%) based upon the level of QBSL compared to the baseline. After four and one half years from the issuance, the dividend rate will increase to nine percent (9%). Subject to regulatory approval, the Company is generally permitted to redeem the Series B preferred shares at par plus unpaid dividends.

There was no discount recorded related to the SBLF preferred stock (because no warrants were issued in connection with this preferred stock issuance), and therefore there will be no future amounts recorded for preferred stock discount accretion.

For the first six months of 2012, the Company accrued approximately $1,589,000 in preferred dividend payments. This amount is deducted from net income in computing “Net income available to common shareholders.”

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Item 2 - Management's Discussion and Analysis of Consolidated Results of Operations and Financial Condition

Critical Accounting Policies

The accounting principles we follow and our methods of applying these principles conform with accounting principles generally accepted in the United States of America and with general practices followed by the banking industry. Certain of these principles involve a significant amount of judgment and may involve the use of estimates based on our best assumptions at the time of the estimation. The allowance for loan losses, intangible assets, and the fair value and discount accretion of loans acquired in FDIC-assisted transactions are three policies we have identified as being more sensitive in terms of judgments and estimates, taking into account their overall potential impact to our consolidated financial statements.

Allowance for Loan Losses

Due to the estimation process and the potential materiality of the amounts involved, we have identified the accounting for the allowance for loan losses and the related provision for loan losses as an accounting policy critical to our consolidated financial statements. The provision for loan losses charged to operations is an amount sufficient to bring the allowance for loan losses to an estimated balance considered adequate to absorb losses inherent in the portfolio.

Our determination of the adequacy of the allowance is based primarily on a mathematical model that estimates the appropriate allowance for loan losses. This model has two components. The first component involves a review, and an estimation of losses, on loans or loan relationships that are significant in size and that are impaired (“impaired loans”). A loan is considered to be impaired when, based on current information and events, it is probable we will be unable to collect all amounts due according to the contractual terms of the loan agreement. The estimated valuation allowance is the difference, if any, between the loan balance outstanding and the value of the impaired loan as determined by either 1) an estimate of the cash flows that we expect to receive from the borrower discounted at the loan’s effective rate, or 2) in the case of a collateral-dependent loan, the fair value of the collateral.

The second component of the allowance model is an estimate of losses for smaller balance impaired loans and all loans not considered to be impaired loans (“general reserve loans”). General reserve loans having normal credit risk are segregated by loan type, and estimated loss percentages are assigned to each loan type, based on the historical losses, current economic conditions, and operational conditions specific to each loan type. For loans that we have risk graded as having more than “standard” risk, loss percentages are based on a multiple of the estimated loss rate for loans of a similar loan type with normal risk. The multiples assigned vary by type of loan, depending on risk, and we have consulted with an external credit review firm in assigning those multiples.

The reserve estimated for impaired loans is then added to the reserve estimated for general reserve loans. This becomes our “allocated allowance.” In addition to the allocated allowance derived from the model, we also evaluate other data such as the ratio of the allowance for loan losses to total loans, net loan growth information, nonperforming asset levels and trends in such data. Based on this additional analysis, we may determine that an additional amount of allowance for loan losses is necessary to reserve for probable losses. This additional amount, if any, is our “unallocated allowance.” The sum of the allocated allowance and the unallocated allowance is compared to the actual allowance for loan losses recorded on our books and any adjustment necessary for the recorded allowance to equal the computed allowance is recorded as a provision for loan losses. The provision for loan losses is a direct charge to earnings in the period recorded.

Loans covered under loss share agreements are recorded at fair value at acquisition date. Therefore, amounts deemed uncollectible at acquisition date become a part of the fair value calculation and are excluded from the allowance for loan losses. Subsequent decreases in the amount expected to be collected result in a provision for loan losses with a corresponding increase in the allowance for loan losses. Subsequent increases in the amount expected to be collected are accreted into income over the life of the loan. Proportional adjustments are also recorded to the FDIC indemnification asset.

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Although we use the best information available to make evaluations, future material adjustments may be necessary if economic, operational, or other conditions change. In addition, various regulatory agencies, as an integral part of their examination process, periodically review our allowance for loan losses. Such agencies may require us to recognize additions to the allowance based on the examiners’ judgment about information available to them at the time of their examinations.

For further discussion, see “Nonperforming Assets” and “Summary of Loan Loss Experience” below.

Intangible Assets

Due to the estimation process and the potential materiality of the amounts involved, we have also identified the accounting for intangible assets as an accounting policy critical to our consolidated financial statements.

When we complete an acquisition transaction, the excess of the purchase price over the amount by which the fair market value of assets acquired exceeds the fair market value of liabilities assumed represents an intangible asset. We must then determine the identifiable portions of the intangible asset, with any remaining amount classified as goodwill. Identifiable intangible assets associated with these acquisitions are generally amortized over the estimated life of the related asset, whereas goodwill is tested annually for impairment, but not systematically amortized. Assuming no goodwill impairment, it is beneficial to our future earnings to have a lower amount assigned to identifiable intangible assets and higher amount of goodwill as opposed to having a higher amount considered to be identifiable intangible assets and a lower amount classified as goodwill.

The primary identifiable intangible asset we typically record in connection with a whole bank or bank branch acquisition is the value of the core deposit intangible, whereas when we acquire an insurance agency, the primary identifiable intangible asset is the value of the acquired customer list. Determining the amount of identifiable intangible assets and their average lives involves multiple assumptions and estimates and is typically determined by performing a discounted cash flow analysis, which involves a combination of any or all of the following assumptions: customer attrition/runoff, alternative funding costs, deposit servicing costs, and discount rates. We typically engage a third party consultant to assist in each analysis. For the whole bank and bank branch transactions recorded to date, the core deposit intangibles have generally been estimated to have a life ranging from seven to ten years, with an accelerated rate of amortization. For insurance agency acquisitions, the identifiable intangible assets related to the customer lists were determined to have a life of ten to fifteen years, with amortization occurring on a straight-line basis.

Subsequent to the initial recording of the identifiable intangible assets and goodwill, we amortize the identifiable intangible assets over their estimated average lives, as discussed above. In addition, on at least an annual basis, goodwill is evaluated for impairment by comparing the fair value of our reporting units to their related carrying value, including goodwill (our community banking operation is our only material reporting unit). If the carrying value of a reporting unit were ever to exceed its fair value, we would determine whether the implied fair value of the goodwill, using a discounted cash flow analysis, exceeded the carrying value of the goodwill. If the carrying value of the goodwill exceeded the implied fair value of the goodwill, an impairment loss would be recorded in an amount equal to that excess. Performing such a discounted cash flow analysis would involve the significant use of estimates and assumptions.

At our last goodwill impairment evaluation as of September 30, 2011, we determined the fair value of our community banking operation was approximately $18.50 per common share, or 8% higher, than the $17.08 stated book value of our common stock at the date of valuation. To assist us in computing the fair value of our community banking operation, we engaged a consulting firm who used various valuation techniques as part of their analysis, which resulted in the conclusion of the $18.50 value.

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We review identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Our policy is that an impairment loss is recognized, equal to the difference between the asset’s carrying amount and its fair value, if the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Estimating future cash flows involves the use of multiple estimates and assumptions, such as those listed above.

Fair Value and Discount Accretion of Loans Acquired in FDIC-Assisted Transactions

We consider the determination of the initial fair value of loans acquired in FDIC-assisted transactions, the initial fair value of the related FDIC indemnification asset, and the subsequent discount accretion of the purchased loans to involve a high degree of judgment and complexity. We determine fair value accounting estimates of newly assumed assets and liabilities in accordance with relevant accounting guidance. However, the amount that we realize on these assets could differ materially from the carrying value reflected in our financial statements, based upon the timing of collections on the acquired loans in future periods. To the extent the actual values realized for the acquired loans are different from the estimates, the FDIC indemnification asset will generally be impacted in an offsetting manner due to the loss-sharing support from the FDIC.

Because of the inherent credit losses associated with the acquired loans in a failed bank acquisition, the amount that we record as the fair values for the loans is generally less than the contractual unpaid principal balance due from the borrowers, with the difference being referred to as the “discount” on the acquired loans. We have applied the cost recovery method of accounting to all purchased impaired loans due to the uncertainty as to the timing of expected cash flows. This will result in the recognition of interest income on these impaired loans only when the cash payments received from the borrower exceed the recorded net book value of the related loans.

For nonimpaired purchased loans, we accrete the discount over the lives of the loans in a manner consistent with the guidance for accounting for loan origination fees and costs.

Current Accounting Matters

See Note 2 to the Consolidated Financial Statements above for information about accounting standards that we have recently adopted.

RESULTS OF OPERATIONS

Overview

Net income available to common shareholders for the second quarter of 2012 amounted to $2.5 million, or $0.15 per diluted common share, compared to $2.7 million, or $0.16 per diluted common share, recorded in the second quarter of 2011. For the six months ended June 30, 2012, we reported a net loss available to common shareholders of $3.5 million, or ($0.21) per diluted common share, compared to net income of $8.0 million, or $0.48 per diluted common share, for the six months ended June 30, 2011. The net loss reported for the first six months of 2012 was caused primarily by a higher provision for loan losses in the first quarter of 2012 related to non-covered loans.

Also impacting comparability from 2011 to 2012 was a significant gain we recorded in 2011. In the first quarter of 2011, we realized a $10.2 million bargain purchase gain related to the acquisition of The Bank of Asheville in Asheville, North Carolina. The after-tax impact of this gain was $6.2 million, or $0.37 per diluted common share.

Note Regarding Components of Earnings

Our results of operation are significantly affected by the on-going accounting for two FDIC-assisted failed bank acquisitions. In the discussion below, the term “covered” is used to describe assets included as part of FDIC loss share agreements, which generally result in the FDIC reimbursing the Company for 80% of losses incurred on those assets. The term “non-covered” refers to the Company’s legacy assets, which are not included in any type of loss share arrangement.

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For covered loans that deteriorate in terms of repayment expectations, we record immediate allowances through the provision for loan losses. For covered loans that experience favorable changes in credit quality compared to what was expected at the acquisition date, including loans that payoff, we record positive adjustments to interest income over the life of the respective loan – also referred to as loan discount accretion. For foreclosed properties that are sold at gains or losses or that are written down to lower values, we record the gains/losses within noninterest income.

The adjustments discussed above are recorded within the income statement line items noted without consideration of the FDIC loss share agreements. Because favorable changes in covered assets result in lower expected FDIC claims, and unfavorable changes in covered assets result in higher expected FDIC claims, the FDIC indemnification asset is adjusted to reflect those expectations. The net increase or decrease in the indemnification asset is reflected within noninterest income.

The adjustments noted above can result in volatility within individual income statement line items. Because of the FDIC loss share agreements and the associated indemnification asset, pretax income resulting from amounts recorded as provisions for loan losses on covered loans, discount accretion, and losses from covered foreclosed properties is generally only impacted by 20% of these amounts due to the corresponding adjustments made to the indemnification asset.

Net Interest Income and Net Interest Margin

Net interest income for the second quarter of 2012 amounted to $33.0 million, a 4.4% decrease from the $34.5 million recorded in the second quarter of 2011. Net interest income for the six months ended June 30, 2012 amounted to $65.0 million, a 2.6% decrease from the $66.8 million recorded in the comparable period of 2011.

The Company’s net interest margin (tax-equivalent net interest income divided by average earning assets) in the second quarter of 2012 was 4.68%, a 24 basis point decrease compared to the 4.92% margin realized in the second quarter of 2011. For the six month period ended June 30, 2012, the Company’s net interest margin was 4.64% compared to 4.77% for the same period in 2011. The lower margins were primarily due to lower loan yields, as well as the mix of the Company’s earning assets being more concentrated in lower yielding short-term investments in 2012 compared to a larger concentration of higher yielding loans and securities in 2011.

The 4.68% net interest margin realized in the second quarter of 2012 was a nine basis point increase from the 4.59% margin realized in the first quarter of 2012. The increase was primarily a result of higher amounts of discount accretion on loans purchased in failed bank acquisitions recognized during the respective periods. As previously discussed, the impact of the changes in discount accretion on pretax income is only 20% of the gross amount of the change.

Provision for Loan Losses and Asset Quality

We recorded total provisions for loan losses of $6.5 million in the second quarter of 2012 compared to $10.9 million for the second quarter of 2011. For the six months ended June 30, 2012, we recorded total provisions for loan losses of $28.0 million compared to $22.3 million for the comparable period of 2011.

The provision for loan losses on non-covered loans amounted to $5.2 million in the second quarter of 2012 compared to $7.6 million in the second quarter of 2011. This decline in provision was primarily due to stabilization in our assessment of the losses associated with our nonperforming non-covered loans. For the first six months of 2012 the provision for loan losses on non-covered loans amounted to $23.8 million compared to $15.2 million for the same period of 2011. The higher provision for loan losses was primarily a result of an internal review of non-covered loans that occurred in the first quarter of 2012 that applied more conservative assumptions to estimate the probable losses associated with some of our nonperforming loan relationships, which we believe may lead to a more timely resolution of the related credits.

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Our provisions for loan losses for covered loans amounted to $1.3 million and $3.3 million for the three months ended June 30, 2012 and 2011, respectively, and $4.3 million and $7.1 million for the six months ended June 30, 2012 and 2011, respectively. The lower provisions in 2012 were due to stabilization in our assessment of the losses associated with our nonperforming covered loans. The majority of the provisions for loan losses on covered loans in 2011 and 2012 relate to loans assumed in the Company’s June 2009 acquisition of Cooperative Bank. As previously discussed, the provision for loan losses related to covered loans is offset by an 80% increase to the FDIC indemnification asset, which increases noninterest income.

Total non-covered nonperforming assets have remained fairly stable over the past five quarter ends, ranging from $117 million to $132 million, or approximately 4.5% of total non-covered assets at June 30, 2012. During the three months ended June 30, 2012, as a part of a routine regulatory exam, we reclassified approximately $12 million of performing loans to “restructured loans – accruing” that had been renewed or modified in prior periods. Other than reclassifying these loans to a nonperforming asset category for disclosure purposes, this reclassification did not impact our financial statements.

Covered nonperforming assets have generally declined over the past 12 months, amounting to $129 million at June 30, 2012 compared to $164 million at June 30, 2011.

Noninterest Income

Total noninterest income for the three months ended June 30, 2012 and 2011 was $1.8 million and $5.1 million, respectively, a decrease of $3.3 million, or 65.4%, which was primarily attributable to losses and write-downs on foreclosed properties (see discussion in section entitled “Components of Earnings”). For the six months ended June 30, 2012 and 2011, we recorded noninterest income of $7.1 million and $19.3 million, respectively. The significant decrease in noninterest income for the six month period comparison is primarily the result of the previously discussed $10.2 million bargain purchase gain recorded in the acquisition of The Bank of Asheville during the first quarter of 2011.

Noninterest Expenses

Noninterest expenses amounted to $23.4 million in the second quarter of 2012, a 2.3% increase from the $22.9 million recorded in the same period of 2011. Noninterest expenses for the six months ended June 30, 2012 amounted to $47.8 million, a 0.3% decrease from the $48.0 million recorded in the first six months of 2011. (See further discussion in section entitled “Components of Earnings”.)

Balance Sheet and Capital

Total assets at June 30, 2012 amounted to $3.3 billion, a 0.1% decrease from a year earlier. Total loans at June 30, 2012 amounted to $2.4 billion, a 0.2% decrease from a year earlier, and total deposits amounted to $2.8 billion at June 30, 2012, a 3.3% increase from a year earlier.

For the fourth consecutive quarter, we experienced growth in our non-covered loan portfolio, with non-covered loans increasing by $20 million during the three months ended June 30, 2012. At June 30, 2012, non-covered loans amounted to $2.1 billion, an increase of $74 million, or 3.6%, from a year earlier. We are actively pursuing lending opportunities.

Our level of non-interest bearing checking accounts amounted to $381.4 million at June 30, 2012, an 18.0% increase from a year earlier, while interest-bearing checking accounts amounted to $472.3 million, an increase of 27.1% from a year earlier. Contributing to the increase in interest-bearing checking accounts was a shift into this category from customer repurchase agreements as a result of the repeal on the prohibition of banks paying interest on commercial deposit accounts. The overall growth in checking and other transaction accounts has allowed us to reduce our reliance on higher cost time deposits.

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In September 2011, we issued $63.5 million in preferred stock to the U.S. Treasury as part of the Company’s participation in the Small Business Lending Fund (“SBLF”). The goal of the SBLF is to incentivize healthy banks to make loans to small businesses. Depending on the Bank’s success in making small business loans, the dividend rate on the preferred stock could range from 5% to as low as 1% for several years. For the third quarter of 2012, we expect to pay a dividend rate of 4.3%.

We remain well-capitalized by all regulatory standards, with a Total Risk-Based Capital Ratio at June 30, 2012 of 16.23% compared to the 10.00% minimum to be considered well-capitalized. Our tangible common equity to tangible assets ratio was 6.36% at June 30, 2012, a decrease of 29 basis points from a year earlier.

Components of Earnings

Net interest income is the largest component of earnings, representing the difference between interest and fees generated from earning assets and the interest costs of deposits and other funds needed to support those assets. Net interest income for the three month period ended June 30, 2012 amounted to $33.0 million, a decrease of $1.5 million, or 4.4%, from the $34.5 million recorded in the second quarter of 2011. Net interest income on a tax-equivalent basis for the three month period ended June 30, 2012 amounted to $33.3 million, a decrease of $1.5 million, or 4.4%, from the $34.9 million recorded in the second quarter of 2011. We believe that analysis of net interest income on a tax-equivalent basis is useful and appropriate because it allows a comparison of net interest income amounts in different periods without taking into account the different mix of taxable versus non-taxable investments that may have existed during those periods.

|  | Three Months Ended June 30, |
($ in thousands) |  | 2012 |  |  | 2011 |
Net interest income, as reported |  | $ | 32,951 |  |  |  | 34,480 |
Tax-equivalent adjustment |  |  | 387 |  |  |  | 388 |
Net interest income, tax-equivalent |  | $ | 33,338 |  |  |  | 34,868 |

Net interest income for the six month period ended June 30, 2012 amounted to $65.0 million, a decrease of $1.8 million, or 2.6%, from the $66.8 million recorded in the second quarter of 2011. Net interest income on a tax-equivalent basis for the six month period ended June 30, 2012 amounted to $65.8 million, a decrease of $1.8 million, or 2.6%, from the $67.6 million recorded in the second quarter of 2011.

|  | Six Months Ended June 30, |
($ in thousands) |  | 2012 |  |  | 2011 |
Net interest income, as reported |  | $ | 65,042 |  |  |  | 66,794 |
Tax-equivalent adjustment |  |  | 774 |  |  |  | 773 |
Net interest income, tax-equivalent |  | $ | 65,816 |  |  |  | 67,567 |

There are two primary factors that cause changes in the amount of net interest income we record - 1) changes in our loans and deposits balances, and 2) our net interest margin (tax-equivalent net interest income divided by average interest-earning assets).

For the three and six months ended June 30, 2012, the lower net interest income compared to the same periods of 2011 was primarily due to a lower net interest margin, which is discussed in more detail below.

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The following table presents net interest income analysis on a tax-equivalent basis.

|  | For the Three Months Ended June 30, |
|  | 2012 |  |  | 2011 |
($ in thousands) |  | Average Volume |  |  | Average Rate |  |  | Interest Earned or Paid |  |  | Average Volume |  |  | Average Rate |  |  | Interest Earned or Paid |
Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Loans (1) |  | $ | 2,438,471 |  |  |  | 5.88% |  |  | $ | 35,636 |  |  | $ | 2,471,915 |  |  |  | 6.24% |  |  | $ | 38,464 |
Taxable securities |  |  | 164,053 |  |  |  | 2.82% |  |  |  | 1,149 |  |  |  | 184,125 |  |  |  | 3.19% |  |  |  | 1,463 |
Non-taxable securities (2) |  |  | 56,650 |  |  |  | 6.23% |  |  |  | 878 |  |  |  | 57,720 |  |  |  | 6.16% |  |  |  | 887 |
Short-term investments, principally federal funds |  |  | 204,692 |  |  |  | 0.35% |  |  |  | 178 |  |  |  | 129,057 |  |  |  | 0.32% |  |  |  | 103 |
Total interest-earning assets |  |  | 2,863,866 |  |  |  | 5.31% |  |  |  | 37,841 |  |  |  | 2,842,817 |  |  |  | 5.77% |  |  |  | 40,917 |
Cash and due from banks |  |  | 56,310 |  |  |  |  |  |  |  |  |  |  |  | 74,610 |  |  |  |  |  |  |  |  |
Premises and equipment |  |  | 73,096 |  |  |  |  |  |  |  |  |  |  |  | 68,336 |  |  |  |  |  |  |  |  |
Other assets |  |  | 320,492 |  |  |  |  |  |  |  |  |  |  |  | 341,475 |  |  |  |  |  |  |  |  |
Total assets |  | $ | 3,313,764 |  |  |  |  |  |  |  |  |  |  | $ | 3,327,238 |  |  |  |  |  |  |  |  |
Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest bearing checking |  | $ | 454,923 |  |  |  | 0.17% |  |  | $ | 190 |  |  | $ | 350,094 |  |  |  | 0.21% |  |  | $ | 184 |
Money market deposits |  |  | 536,288 |  |  |  | 0.37% |  |  |  | 491 |  |  |  | 507,381 |  |  |  | 0.57% |  |  |  | 723 |
Savings deposits |  |  | 159,850 |  |  |  | 0.20% |  |  |  | 78 |  |  |  | 154,624 |  |  |  | 0.51% |  |  |  | 196 |
Time deposits >$100,000 |  |  | 733,630 |  |  |  | 1.14% |  |  |  | 2,085 |  |  |  | 778,235 |  |  |  | 1.37% |  |  |  | 2,661 |
Other time deposits |  |  | 559,810 |  |  |  | 0.84% |  |  |  | 1,169 |  |  |  | 660,551 |  |  |  | 1.07% |  |  |  | 1,767 |
Total interest-bearing deposits |  |  | 2,444,501 |  |  |  | 0.66% |  |  |  | 4,013 |  |  |  | 2,450,885 |  |  |  | 0.91% |  |  |  | 5,531 |
Securities sold under agreements to repurchase |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 56,756 |  |  |  | 0.34% |  |  |  | 48 |
Borrowings |  |  | 127,878 |  |  |  | 1.54% |  |  |  | 490 |  |  |  | 109,481 |  |  |  | 1.72% |  |  |  | 470 |
Total interest-bearing liabilities |  |  | 2,572,379 |  |  |  | 0.70% |  |  |  | 4,503 |  |  |  | 2,617,122 |  |  |  | 0.93% |  |  |  | 6,049 |
Non-interest-bearing deposits |  |  | 367,172 |  |  |  |  |  |  |  |  |  |  |  | 335,113 |  |  |  |  |  |  |  |  |
Other liabilities |  |  | 31,861 |  |  |  |  |  |  |  |  |  |  |  | 22,384 |  |  |  |  |  |  |  |  |
Shareholders’ equity |  |  | 342,352 |  |  |  |  |  |  |  |  |  |  |  | 352,619 |  |  |  |  |  |  |  |  |
Total liabilities and shareholders’ equity |  | $ | 3,313,764 |  |  |  |  |  |  |  |  |  |  | $ | 3,327,238 |  |  |  |  |  |  |  |  |
Net yield on interest-earning assets and net interest income |  |  |  |  |  |  | 4.68% |  |  | $ | 33,338 |  |  |  |  |  |  |  | 4.92% |  |  | $ | 34,868 |
Interest rate spread |  |  |  |  |  |  | 4.61% |  |  |  |  |  |  |  |  |  |  |  | 4.84% |  |  |  |  |
Average prime rate |  |  |  |  |  |  | 3.25% |  |  |  |  |  |  |  |  |  |  |  | 3.25% |  |  |  |  |

(1) | Average loans include nonaccruing loans, the effect of which is to lower the average rate shown.

| (2) | Includes tax-equivalent adjustments of $387,000 and $388,000 in 2012 and 2011, respectively, to reflect the tax benefit that we receive related to tax-exempt securities, which carry interest rates lower than similar taxable investments due to their tax exempt status. This amount has been computed assuming a 39% tax rate and is reduced by the related nondeductible portion of interest expense.

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Index

The following table presents net interest income analysis on a tax-equivalent basis.

|  | For the Six Months Ended June 30, |
|  | 2012 |  |  | 2011 |
($ in thousands) |  | Average Volume |  |  | Average Rate |  |  | Interest Earned or Paid |  |  | Average Volume |  |  | Average Rate |  |  | Interest Earned or Paid |
Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Loans (1) |  | $ | 2,434,682 |  |  |  | 5.84% |  |  | $ | 70,678 |  |  | $ | 2,486,963 |  |  |  | 6.10% |  |  | $ | 75,271 |
Taxable securities |  |  | 165,190 |  |  |  | 2.93% |  |  |  | 2,407 |  |  |  | 184,914 |  |  |  | 3.16% |  |  |  | 2,895 |
Non-taxable securities (2) |  |  | 57,123 |  |  |  | 6.19% |  |  |  | 1,758 |  |  |  | 57,265 |  |  |  | 6.24% |  |  |  | 1,772 |
Short-term investments, principally federal funds |  |  | 198,424 |  |  |  | 0.32% |  |  |  | 317 |  |  |  | 128,287 |  |  |  | 0.30% |  |  |  | 193 |
Total interest-earning assets |  |  | 2,855,419 |  |  |  | 5.29% |  |  |  | 75,160 |  |  |  | 2,857,429 |  |  |  | 5.66% |  |  |  | 80,131 |
Cash and due from banks |  |  | 57,532 |  |  |  |  |  |  |  |  |  |  |  | 70,747 |  |  |  |  |  |  |  |  |
Premises and equipment |  |  | 72,397 |  |  |  |  |  |  |  |  |  |  |  | 68,144 |  |  |  |  |  |  |  |  |
Other assets |  |  | 322,570 |  |  |  |  |  |  |  |  |  |  |  | 340,644 |  |  |  |  |  |  |  |  |
Total assets |  | $ | 3,307,918 |  |  |  |  |  |  |  |  |  |  | $ | 3,336,964 |  |  |  |  |  |  |  |  |
Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest bearing checking |  | $ | 446,668 |  |  |  | 0.18% |  |  | $ | 396 |  |  | $ | 337,401 |  |  |  | 0.25% |  |  | $ | 411 |
Money market deposits |  |  | 528,648 |  |  |  | 0.39% |  |  |  | 1,019 |  |  |  | 509,141 |  |  |  | 0.58% |  |  |  | 1,465 |
Savings deposits |  |  | 156,359 |  |  |  | 0.25% |  |  |  | 193 |  |  |  | 156,677 |  |  |  | 0.59% |  |  |  | 457 |
Time deposits >$100,000 |  |  | 739,245 |  |  |  | 1.16% |  |  |  | 4,260 |  |  |  | 787,888 |  |  |  | 1.35% |  |  |  | 5,265 |
Other time deposits |  |  | 567,346 |  |  |  | 0.86% |  |  |  | 2,438 |  |  |  | 669,975 |  |  |  | 1.18% |  |  |  | 3,936 |
Total interest-bearing deposits |  |  | 2,438,266 |  |  |  | 0.69% |  |  |  | 8,306 |  |  |  | 2,461,082 |  |  |  | 0.95% |  |  |  | 11,534 |
Securities sold under agreements to repurchase |  |  | 3,353 |  |  |  | 0.24% |  |  |  | 4 |  |  |  | 57,570 |  |  |  | 0.34% |  |  |  | 98 |
Borrowings |  |  | 129,206 |  |  |  | 1.61% |  |  |  | 1,034 |  |  |  | 109,147 |  |  |  | 1.72% |  |  |  | 932 |
Total interest-bearing liabilities |  |  | 2,570,825 |  |  |  | 0.73% |  |  |  | 9,344 |  |  |  | 2,627,799 |  |  |  | 0.96% |  |  |  | 12,564 |
Non-interest-bearing deposits |  |  | 357,326 |  |  |  |  |  |  |  |  |  |  |  | 327,542 |  |  |  |  |  |  |  |  |
Other liabilities |  |  | 34,494 |  |  |  |  |  |  |  |  |  |  |  | 29,338 |  |  |  |  |  |  |  |  |
Shareholders’ equity |  |  | 345,273 |  |  |  |  |  |  |  |  |  |  |  | 352,285 |  |  |  |  |  |  |  |  |
Total liabilities and shareholders’ equity |  | $ | 3,307,918 |  |  |  |  |  |  |  |  |  |  | $ | 3,336,964 |  |  |  |  |  |  |  |  |
Net yield on interest-earning assets and net interest income |  |  |  |  |  |  | 4.64% |  |  | $ | 65,816 |  |  |  |  |  |  |  | 4.77% |  |  | $ | 67,567 |
Interest rate spread |  |  |  |  |  |  | 4.56% |  |  |  |  |  |  |  |  |  |  |  | 4.70% |  |  |  |  |
Average prime rate |  |  |  |  |  |  | 3.25% |  |  |  |  |  |  |  |  |  |  |  | 3.25% |  |  |  |  |

(1) | Average loans include nonaccruing loans, the effect of which is to lower the average rate shown.

| (2) | Includes tax-equivalent adjustments of $774,000 and $773,000 in 2012 and 2011, respectively, to reflect the tax benefit that we receive related to tax-exempt securities, which carry interest rates lower than similar taxable investments due to their tax exempt status. This amount has been computed assuming a 39% tax rate and is reduced by the related nondeductible portion of interest expense.

Average loans outstanding for the second quarter of 2012 were $2.438 billion, which was 1.4% less than the average loans outstanding for the second quarter of 2011 ($2.472 billion). Average loans outstanding for the six months ended June 30, 2012 were $2.435 billion, which was 2.1% less than the average loans outstanding for the six months ended June 30, 2011 ($2.487 billion). The mix of our loan portfolio remained substantially the same at June 30, 2012 compared to December 31, 2011, with approximately 90% of our loans being real estate loans, 7% being commercial, financial, and agricultural loans, and the remaining 3% being consumer installment loans. The majority of our real estate loans are personal and commercial loans where real estate provides additional security for the loan.

The slightly lower amount of average loans outstanding in 2012 is primarily due to the resolution of loans within our “covered loan” portfolio that we assumed in two failed bank acquisitions. The resolution of $79 million of these covered loans through foreclosure, charge-off, or repayment since June 30, 2011 offset $74 million in non-covered loan growth that occurred during that same period.

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Index

Average total deposits outstanding for the second quarter of 2012 were $2.812 billion, which was 0.9% greater than the average deposits outstanding for the second quarter of 2011 ($2.786 billion). Average deposits outstanding for the six months ended June 30, 2012 were $2.796 billion, which was 0.2% greater than the average deposits outstanding for the six months ended June 30, 2011 ($2.789 billion). Generally, we can reinvest funds from deposits at higher yields than the interest rate being paid on those deposits, and therefore increases in deposits typically result in higher amounts of net interest income.

Our net interest margin (tax-equivalent net interest income divided by average earning assets) for the second quarter of 2012 was 4.68% compared to 4.92% for the second quarter of 2011. For the six month period ended June 30, 2012, our net interest margin was 4.64% compared to 4.77% for the same period in 2011. The lower margins were primarily due to lower loan yields, as well as the mix of the Company’s earning assets being more concentrated in lower yielding short-term investments in 2012 compared to a larger concentration of higher yielding loans and securities in 2011. As can be seen in the above table, average short-term investments amounted to $205 million for the second quarter of 2012, a 59% increase from the second quarter of 2011 average of $129 million, while average loan and securities balances declined during that same period. Our higher level of short-term investments was due to declining loan balances and our decision not to deploy our excess cash into higher yielding, but longer-term, securities due to the historically low interest rate environment that has been in effect.

Our net interest margin benefitted from the net accretion of purchase accounting premiums/discounts associated with the Cooperative acquisition in June 2009 and, to a lesser degree, the acquisition of Great Pee Dee Bancorp in April 2008 and the Bank of Asheville in January 2011. For the three and six months ended June 30, 2012, we recorded $3,196,000 and $5,721,000, respectively, in net accretion of purchase accounting premiums/discounts that increased net interest income. For the comparable periods of 2011, we recorded $4,065,000 and $6,565,000, respectively, in net accretion of purchase accounting premiums/discounts. The following table presents the detail of the purchase accounting adjustments that impacted net interest income.

|  | For the Three Months Ended |  |  | For the Six Months Ended |
$ in thousands |  | June 30, 2012 |  |  | June 30, 2011 |  |  | June 30, 2012 |  |  | June 30, 2011 |
Interest income – reduced by premium amortization on loans |  | $ | (116 | ) |  |  | (116 | ) |  |  | (232 | ) |  |  | (221 | )
Interest income – increased by accretion of loan discount |  |  | 3,290 |  |  |  | 4,014 |  |  |  | 5,868 |  |  |  | 6,529 |
Interest expense – reduced by premium amortization of deposits |  |  | 22 |  |  |  | 130 |  |  |  | 55 |  |  |  | 183 |
Interest expense – reduced by premium amortization of borrowings |  |  | — |  |  |  | 37 |  |  |  | 30 |  |  |  | 74 |
Impact on net interest income |  | $ | 3,196 |  |  |  | 4,065 |  |  |  | 5,721 |  |  |  | 6,565 |

See additional information regarding net interest income in the section entitled “Interest Rate Risk.”

Our provisions for loan losses and nonperforming assets remain at what we believe to be elevated levels, primarily due to high unemployment rates and declining property values in our market area that negatively impact collateral dependent real estate loans.

Our total provision for loan losses was $6.5 million for the second quarter of 2012 compared to $10.9 million in the second quarter of 2011. Our total provision for loan losses was $28.0 million for the first six months of 2012 compared to $22.3 million for the first six months of 2011. The total provision for loan losses is comprised of provision for loan losses for non-covered loans and provision for loan losses for covered loans. (See section entitled “Summary of Loan Loss Experience” below for further discussion.)

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Index

Our non-covered nonperforming assets amounted to $132 million at June 30, 2012, compared to $122 million at December 31, 2011 and $120 million at June 30, 2011. At June 30, 2012, the ratio of non-covered nonperforming assets to total non-covered assets was 4.51%, compared to 4.30% at December 31, 2011, and 4.25% at June 30, 2011. Our outlook for nonperforming non-covered assets is consistent with the recent trend, which is that we do not expect material improvement, nor deterioration, in the near future.

Our ratio of annualized net charge-offs to average non-covered loans was 0.79% for the second quarter of 2012 compared to 1.75% in the second quarter of 2011. Our ratio of annualized net charge-offs for the six months ended June 30, 2012 was 1.14% compared to 1.87% for the first six months of 2011.

Our nonperforming assets that are covered by FDIC loss share agreements have generally declined over the past twelve months, amounting to $164 million at June 30, 2011 compared to $141 million at December 31, 2011 and $129 million at June 30, 2012. We expect covered nonperforming assets to continue to decline as we resolve covered nonperforming loans and dispose of covered other real estate owned.

Total noninterest income was $1.8 million in the second quarter of 2012 compared to $5.1 million for the second quarter of 2011, a decrease of $3.3 million that was primarily attributable to losses and write-downs on foreclosed properties (see discussion below). For the six months ended June 30, 2012 and 2011, we recorded noninterest income of $7.1 million and $19.3 million, respectively. The decrease for the six month period comparison is primarily the result of a $10.2 million bargain purchase gain recorded in the first quarter of 2011 related to our acquisition of The Bank of Asheville.

Service charges on deposit accounts amounted to $3.0 million in the second quarter of 2012 compared to $3.3 million in the second quarter of 2011. Service charges on deposit accounts amounted to $5.8 million for the first six months of 2012 compared to $5.9 million for the first six months of 2011. The decline in this category is primarily due to lower overdraft fees. The lower level of overdraft fees is primarily attributable to new regulations that took effect on July 1, 2011 that limit our ability to charge overdraft fees.

Other service charges, commissions and fees amounted to $2.3 million in the second quarter of 2012 compared to $2.1 million in the second quarter of 2011. Other service charges, commissions and fees amounted to $4.5 million for the first six months of 2012 compared to $4.0 million for the first six months of 2011. The increases in 2012 are primarily attributable to increased debit card usage by our customers. We earn a small fee each time our customers make a debit card transaction.

Fees from presold mortgages amounted to $0.5 million in the second quarter of 2012 compared to $0.3 million in the second quarter of 2011. Fees from presold mortgages amounted to $0.9 million for the first six months of 2012 compared to $0.6 million for the first six months of 2011. The increase in these fees is primarily attributable to the low interest rate environment for home loans, which has increased refinance activity.

We continue to experience losses and write-downs on our foreclosed properties due to declining property values in our market area. For the second quarter of 2012, these losses amounted to $6.6 million for covered properties compared to $2.6 million in the second quarter of 2011. For the first six months of 2012, losses on covered properties amounted to $11.1 million compared to $7.5 million for the same period in 2011.

Losses on non-covered foreclosed properties amounted to $1.3 million for the second quarter of 2012 compared to $0.3 million in 2011. For the six months ended June 30, 2012, losses on non-covered foreclosed properties amounted to $2.0 million compared to $1.6 million for the same period of 2011.

As previously discussed, indemnification asset income is recorded to reflect additional amounts expected to be received from the FDIC due to covered loan and foreclosed property losses arising during the period. For the second quarter of 2012, indemnification asset income totaled $3.6 million compared to $1.8 million in the second quarter of 2011. For the six months ended June 30, 2012, indemnification asset income amounted to $7.7 million compared to $6.9 million for the same period of 2011.

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Index

We recorded $0.4 million in gains on sales of securities during the first six months of 2012 compared to $0.1 million in the comparable period of 2011.

Noninterest expenses amounted to $23.4 million in the second quarter of 2012, a 2.3% increase from the $22.9 million recorded in the same period of 2011. Noninterest expenses for the six months ended June 30, 2012 amounted to $47.8 million, a 0.3% decrease from the $48.0 million recorded in the first six months of 2011.

Salaries expense amounted to $10.2 million in the second quarter of 2012 compared to $9.7 million for the second quarter of 2011. Salaries expense amounted to $20.3 million for the first half of 2012 compared to $19.4 million for comparable period of 2011. The increase in salary expense in 2012 is primarily associated with the hiring of additional employees in order to build our infrastructure and an initiative to expand our wealth management capabilities.

Employee benefit expense amounted to $2.8 million in the second quarter of 2012 compared to $3.0 million for the second quarter of 2011. This decrease is primarily due lower pension expense, which amounted to $0.6 million in the second quarter of 2012 compared to $0.8 million in the second quarter of 2011. The $0.6 million in pension expense we recorded in the second quarter of 2012 was a decline from the $1.0 million in pension expense in the first quarter of 2012. During the second quarter of 2012, we reviewed and adjusted certain assumptions used to calculate pension expense. These included a change in expected salary increases, which was changed from 5% to 3.5%, and a change in the assumption that all employees retire at age 65, which was changed to assume retirements occur on a graded basis from age 58 to age 70 based on a study of actual historical retirements. Employee benefit expense amounted to $6.7 million for the first half of 2012 compared to $6.2 million for comparable period of 2011. The increase was primarily due to higher health care costs in 2012.

Other operating expenses amounted to $7.5 million and $7.1 million for the second quarters of 2012 and 2011, respectively, and $14.7 million and $15.9 million for six month periods ended June 30, 2012 and 2011, respectively. The increase in the second quarter of 2012 compared to the second quarter of 2011 was due to generally higher expenses, with other operating expenses for the second quarter of 2011 being somewhat lower than most recent quarters. The decline in other operating expenses when comparing the first half of 2012 to the first half of 2011 was primarily due to lower FDIC insurance premiums as a result of a change in the FDIC’s assessment methodology that was effective April 1, 2011.

One of the largest categories of other operating expenses is collection expenses. Collection expenses on non-covered assets remained relatively stable for the periods presented amounting to approximately $0.8 million for both the second quarter of 2012 and 2011, and $1.45 million for the first half of both 2012 and 2011. Collection expenses on covered assets (net of FDIC reimbursement) decreased in both periods and amounted to $0.3 and $0.8 million for the three and six months ended June 30, 2012, respectively, compared to $0.6 million and $1.4 million for the three and six months ended June 30, 2011, respectively.

Merger expenses associated with The Bank of Asheville acquisition in January 2011 amounted to $243,000 and $594,000 for the three and six months ended June 30, 2011. There were no comparable merger expenses in 2012.

For the second quarter of 2012, the provision for income taxes was $1.5 million, an effective tax rate of 31.5%, compared to $2.0 million, an effective tax rate of 35.2%, for the same period of 2011. We recorded an income tax benefit of $1.8 million for the first six months of 2012 due to the net loss reported in the first quarter of 2012. For the first six months of 2011, the provision for income taxes was $5.8 million, an effective tax rate of 36.3%.

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Index

The Consolidated Statements of Comprehensive Income reflect other comprehensive income of $171,000 and $783,000 during the second quarters of 2012 and 2011, respectively, and other comprehensive income of $521,000 and $979,000 for the six months ended June 30, 2012 and 2011, respectively. The primary component of other comprehensive income for the periods presented was changes in unrealized holding gains of our available for sale securities. Our available for sale securities portfolio is predominantly comprised of fixed rate bonds that generally increase in value when market yields for fixed rate bonds decrease and decline in value when market yields for fixed rate bonds increase. Management has evaluated any unrealized losses on individual securities at each period end and determined that there is no other-than-temporary impairment.

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Index

FINANCIAL CONDITION

Total assets at June 30, 2012 amounted to $3.33 billion, 0.1% lower than a year earlier. Total loans at June 30, 2012 amounted to $2.44 billion, a 0.2% decrease from a year earlier, and total deposits amounted to $2.84 billion, a 3.3% increase from a year earlier.

The following table presents information regarding the nature of our growth for the twelve months ended June 30, 2012 and for the first six months of 2012.

July 1, 2011 to June 30, 2012 |  | Balance at beginning of period |  |  | Internal Growth |  |  | Growth from Acquisitions |  |  | Balance at end of period |  |  | Total percentage growth |  |  | Percentage growth, excluding acquisitions |
|  | ($ in thousands) |
Loans – Non-covered |  | $ | 2,040,714 |  |  |  | 74,192 |  |  |  | — |  |  |  | 2,114,906 |  |  |  | 3.6% |  |  |  | 3.6% |
Loans – Covered |  |  | 401,726 |  |  |  | (78,831 | ) |  |  | — |  |  |  | 322,895 |  |  |  | -19.6% |  |  |  | -19.6% |
Total loans |  | $ | 2,442,440 |  |  |  | (4,639 | ) |  |  | — |  |  |  | 2,437,801 |  |  |  | -0.2% |  |  |  | -0.2% |
Deposits – Noninterest bearing checking |  | $ | 323,223 |  |  |  | 58,130 |  |  |  | — |  |  |  | 381,353 |  |  |  | 18.0% |  |  |  | 18.0% |
Deposits – Interest bearing checking |  |  | 371,693 |  |  |  | 100,649 |  |  |  | — |  |  |  | 472,342 |  |  |  | 27.1% |  |  |  | 27.1% |
Deposits – Money market |  |  | 497,112 |  |  |  | 44,207 |  |  |  | — |  |  |  | 541,319 |  |  |  | 8.9% |  |  |  | 8.9% |
Deposits – Savings |  |  | 145,576 |  |  |  | 14,561 |  |  |  | — |  |  |  | 160,137 |  |  |  | 10.0% |  |  |  | 10.0% |
Deposits – Brokered |  |  | 175,161 |  |  |  | (23,074 | ) |  |  | — |  |  |  | 152,087 |  |  |  | -13.2% |  |  |  | -13.2% |
Deposits – Internet time |  |  | 40,677 |  |  |  | (17,238 | ) |  |  | — |  |  |  | 23,439 |  |  |  | -42.4% |  |  |  | -42.4% |
Deposits – Time>$100,000 |  |  | 567,722 |  |  |  | (9,894 | ) |  |  | — |  |  |  | 557,828 |  |  |  | -1.7% |  |  |  | -1.7% |
Deposits – Time<$100,000 |  |  | 626,254 |  |  |  | (76,461 | ) |  |  | — |  |  |  | 549,793 |  |  |  | -12.2% |  |  |  | -12.2% |
Total deposits |  | $ | 2,747,418 |  |  |  | 90,880 |  |  |  | — |  |  |  | 2,838,298 |  |  |  | 3.3% |  |  |  | 3.3% |
January 1, 2012 to June 30, 2012 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Loans – Non-covered |  | $ | 2,069,152 |  |  |  | 45,754 |  |  |  | — |  |  |  | 2,114,906 |  |  |  | 2.2% |  |  |  | 2.2% |
Loans – Covered |  |  | 361,234 |  |  |  | (38,339 | ) |  |  | — |  |  |  | 322,895 |  |  |  | -10.6% |  |  |  | -10.6% |
Total loans |  | $ | 2,430,386 |  |  |  | 7,415 |  |  |  | — |  |  |  | 2,437,801 |  |  |  | 0.3% |  |  |  | 0.3% |
Deposits – Noninterest bearing checking |  | $ | 335,833 |  |  |  | 45,520 |  |  |  | — |  |  |  | 381,353 |  |  |  | 13.6% |  |  |  | 13.6% |
Deposits – Interest bearing checking |  |  | 423,452 |  |  |  | 48,890 |  |  |  | — |  |  |  | 472,342 |  |  |  | 11.5% |  |  |  | 11.5% |
Deposits – Money market |  |  | 509,801 |  |  |  | 31,518 |  |  |  | — |  |  |  | 541,319 |  |  |  | 6.2% |  |  |  | 6.2% |
Deposits – Savings |  |  | 146,481 |  |  |  | 13,656 |  |  |  | — |  |  |  | 160,137 |  |  |  | 9.3% |  |  |  | 9.3% |
Deposits – Brokered |  |  | 157,408 |  |  |  | (5,321 | ) |  |  | — |  |  |  | 152,087 |  |  |  | -3.4% |  |  |  | -3.4% |
Deposits – Internet time |  |  | 29,902 |  |  |  | (6,463 | ) |  |  | — |  |  |  | 23,439 |  |  |  | -21.6% |  |  |  | -21.6% |
Deposits – Time>$100,000 |  |  | 575,408 |  |  |  | (17,580 | ) |  |  | — |  |  |  | 557,828 |  |  |  | -3.1% |  |  |  | -3.1% |
Deposits – Time<$100,000 |  |  | 576,752 |  |  |  | (26,959 | ) |  |  | — |  |  |  | 549,793 |  |  |  | -4.7% |  |  |  | -4.7% |
Total deposits |  | $ | 2,755,037 |  |  |  | 83,261 |  |  |  | — |  |  |  | 2,838,298 |  |  |  | 3.0% |  |  |  | 3.0% |

As derived from the table above, for the twelve months preceding June 30, 2012, our non-covered loans increased by $74 million, or 3.6%, which was offset by declines in our covered loans of $79 million. Over that same period, total deposits increased $91 million, or 3.3%. For the first six months of 2012, non-covered loans increased $46 million, or 2.2%, which was partially offset by declines in our covered loans of $38 million. During the first six months of 2012, total deposits increased by $83 million, or 3.0%. We had no acquisitions during the periods presented. We have experienced growth in our non-covered loan portfolio during the periods presented, and we are actively pursuing lending opportunities in order to improve our asset yields, as well as to potentially decrease the dividend rate on our SBLF preferred stock (see Note 14 to the consolidated financial statements for more information).

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For the six and twelve months preceding June 30, 2012, internal growth in our lowest cost deposits outpaced the decline in our higher cost deposits, which resulted in a net increase in deposits. A portion of the $101 million increase in interest bearing checking accounts during the twelve months preceding June 30, 2012 was caused by the shifting of repurchase agreements (securities sold under agreements to repurchase) to interest bearing checking accounts during late 2011 and early 2012. In July 2011, the Dodd-Frank Act repealed certain sections of the Federal Reserve Act that prohibited payment of interest on commercial demand accounts. With this prohibition removed, we began to pay interest on certain types of commercial demand accounts, as we encouraged our customers with repurchase agreements to switch to commercial checking accounts, which eliminated the need to sell/pledge our investment securities. Securities sold under agreements to repurchase were $69 million at June 30, 2011, $17 million at December 31, 2011 and $0 at June 30, 2012.

The mix of our loan portfolio remains substantially the same at June 30, 2012 compared to December 31, 2011. The majority of our real estate loans are personal and commercial loans where real estate provides additional security for the loan.

Note 7 to the consolidated financial statements presents additional detailed information regarding our mix of loans, including a break-out between loans covered by FDIC loss share agreements and non-covered loans.

Nonperforming Assets

Nonperforming assets include nonaccrual loans, troubled debt restructurings, loans past due 90 or more days and still accruing interest, and other real estate. As previously discussed, as a result of two FDIC-assisted transactions, we entered into loss share agreements that afford us significant protection from losses from all loans and other real estate acquired in those acquisitions.

Because of the loss protection provided by the FDIC, the financial risk of the acquired loans and foreclosed real estate is significantly different from the risk associated with assets not covered under the loss share agreements. Accordingly, we present separately nonperforming assets subject to the loss share agreements as “covered” nonperforming assets, and nonperforming assets that are not subject to the loss share agreements as “non-covered.”

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Nonperforming assets are summarized as follows:

ASSET QUALITY DATA ($ in thousands) |  | June 30, 2012 |  |  | December 31, 2011 |  |  | June 30, 2011 |
Non-covered nonperforming assets |  |  |  |  |  |  |  |  |  |  |  |
Nonaccrual loans |  | $ | 73,918 |  |  |  | 73,566 |  |  |  | 71,570 |
Restructured loans – accruing |  |  | 20,684 |  |  |  | 11,720 |  |  |  | 16,893 |
Accruing loans >90 days past due |  |  | — |  |  |  | — |  |  |  | — |
Total non-covered nonperforming loans |  |  | 94,602 |  |  |  | 85,286 |  |  |  | 88,463 |
Other real estate |  |  | 37,895 |  |  |  | 37,023 |  |  |  | 31,849 |
Total non-covered nonperforming assets |  | $ | 132,497 |  |  |  | 122,309 |  |  |  | 120,312 |
Covered nonperforming assets (1) |  |  |  |  |  |  |  |  |  |  |  |
Nonaccrual loans (2) |  | $ | 39,075 |  |  |  | 41,472 |  |  |  | 37,057 |
Restructured loans – accruing |  |  | 19,054 |  |  |  | 14,218 |  |  |  | 24,325 |
Accruing loans > 90 days past due |  |  | — |  |  |  | — |  |  |  | — |
Total covered nonperforming loans |  |  | 58,129 |  |  |  | 55,690 |  |  |  | 61,382 |
Other real estate |  |  | 70,850 |  |  |  | 85,272 |  |  |  | 102,883 |
Total covered nonperforming assets |  | $ | 128,979 |  |  |  | 140,962 |  |  |  | 164,265 |
Total nonperforming assets |  | $ | 261,476 |  |  |  | 263,271 |  |  |  | 284,577 |
Asset Quality Ratios – All Assets |  |  |  |  |  |  |  |  |  |  |  |
Net charge-offs to average loans – annualized |  |  | 0.96% QTD, 1.32% YTD |  |  |  | 1.00% YTD |  |  |  | 2.22% QTD, 2.57% YTD |
Nonperforming loans to total loans |  |  | 6.27% |  |  |  | 5.80% |  |  |  | 6.14% |
Nonperforming assets to total assets |  |  | 7.86% |  |  |  | 8.00% |  |  |  | 8.54% |
Allowance for loan losses to total loans |  |  | 2.19% |  |  |  | 1.70% |  |  |  | 1.64% |
Allowance for loan losses to nonperforming loans |  |  | 35.00% |  |  |  | 29.38% |  |  |  | 27.31% |
Asset Quality Ratios – Based on Non-covered Assets only |  |  |  |  |  |  |  |  |  |  |  |
Net charge-offs to average non-covered loans - annualized |  |  | 0.79% QTD, 1.14% YTD |  |  |  | 1.09% YTD |  |  |  | 1.74% QTD, 1.87% YTD |
Non-covered nonperforming loans to non-covered loans |  |  | 4.47% |  |  |  | 4.12% |  |  |  | 4.33% |
Non-covered nonperforming assets to total non-covered assets |  |  | 4.51% |  |  |  | 4.30% |  |  |  | 4.25% |
Allowance for loan losses to non-covered loans |  |  | 2.25% |  |  |  | 1.72% |  |  |  | 1.69% |
Allowance for loan losses to non-covered nonperforming loans |  |  | 50.23% |  |  |  | 41.75% |  |  |  | 38.96% |

| (1) | Covered nonperforming assets consist of assets that are included in loss share agreements with the FDIC.

| (2) | At June 30, 2012, the contractual balance of the nonaccrual loans covered by FDIC loss share agreements was $60.4 million.

We have reviewed the collateral for our nonperforming assets, including nonaccrual loans, and have included this review among the factors considered in the evaluation of the allowance for loan losses discussed below.

Consistent with the weak economy in our market area, we have experienced high levels of loan losses, delinquencies and nonperforming assets compared to our historical averages.

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The following is the composition, by loan type, of all of our nonaccrual loans (covered and non-covered) at each period end, as classified for regulatory purposes:

($ in thousands) |  | At June 30, 2012 |  |  | At December 31, 2011 |  |  | At June 30, 2011 |
Commercial, financial, and agricultural |  | $ | 3,270 |  |  |  | 3,300 |  |  |  | 2,755 |
Real estate – construction, land development, and other land loans |  |  | 40,051 |  |  |  | 48,467 |  |  |  | 45,694 |
Real estate – mortgage – residential (1-4 family) first mortgages |  |  | 25,453 |  |  |  | 24,133 |  |  |  | 27,981 |
Real estate – mortgage – home equity loans/lines of credit |  |  | 7,574 |  |  |  | 7,255 |  |  |  | 6,534 |
Real estate – mortgage – commercial and other |  |  | 33,819 |  |  |  | 28,491 |  |  |  | 22,907 |
Installment loans to individuals |  |  | 2,826 |  |  |  | 3,392 |  |  |  | 2,756 |
Total nonaccrual loans |  | $ | 112,993 |  |  |  | 115,038 |  |  |  | 108,627 |

The following segregates our nonaccrual loans at June 30, 2012 into covered and non-covered loans, as classified for regulatory purposes:

($ in thousands) |  | Covered Nonaccrual Loans |  |  | Non-covered Nonaccrual Loans |  |  | Total Nonaccrual Loans |
Commercial, financial, and agricultural |  | $ | 195 |  |  |  | 3,075 |  |  |  | 3,270 |
Real estate – construction, land development, and other land loans |  |  | 16,963 |  |  |  | 23,088 |  |  |  | 40,051 |
Real estate – mortgage – residential (1-4 family) first mortgages |  |  | 9,184 |  |  |  | 16,269 |  |  |  | 25,453 |
Real estate – mortgage – home equity loans/lines of credit |  |  | 910 |  |  |  | 6,664 |  |  |  | 7,574 |
Real estate – mortgage – commercial and other |  |  | 11,759 |  |  |  | 22,060 |  |  |  | 33,819 |
Installment loans to individuals |  |  | 64 |  |  |  | 2,762 |  |  |  | 2,826 |
Total nonaccrual loans |  | $ | 39,075 |  |  |  | 73,918 |  |  |  | 112,993 |

The following segregates our nonaccrual loans at December 31, 2011 into covered and non-covered loans, as classified for regulatory purposes:

($ in thousands) |  | Covered Nonaccrual Loans |  |  | Non-covered Nonaccrual Loans |  |  | Total Nonaccrual Loans |
Commercial, financial, and agricultural |  | $ | 469 |  |  |  | 2,831 |  |  |  | 3,300 |
Real estate – construction, land development, and other land loans |  |  | 21,203 |  |  |  | 27,264 |  |  |  | 48,467 |
Real estate – mortgage – residential (1-4 family) first mortgages |  |  | 10,134 |  |  |  | 13,999 |  |  |  | 24,133 |
Real estate – mortgage – home equity loans/lines of credit |  |  | 1,231 |  |  |  | 6,024 |  |  |  | 7,255 |
Real estate – mortgage – commercial and other |  |  | 8,212 |  |  |  | 20,279 |  |  |  | 28,491 |
Installment loans to individuals |  |  | 223 |  |  |  | 3,169 |  |  |  | 3,392 |
Total nonaccrual loans |  | $ | 41,472 |  |  |  | 73,566 |  |  |  | 115,038 |

At June 30, 2012, troubled debt restructurings (covered and non-covered) amounted to $39.7 million, compared to $25.9 million at December 31, 2011, and $41.2 million at June 30, 2011. During the three months ended June 30, 2012, as a part of a routine regulatory exam, we reclassified approximately $12 million of performing loans to “restructured loans – accruing” that had been renewed or modified in prior periods. The reclassification was for disclosure purposes only and did not impact our financial statements beyond the reclassification of these assets to a nonperforming asset category.

Other real estate includes foreclosed, repossessed, and idled properties. Non-covered other real estate has increased over the past year, amounting to $37.9 million at June 30, 2012, $37.0 million at December 31, 2011, and $31.8 million at June 30, 2011. At June 30, 2012, we also held $70.9 million in other real estate that is subject to the loss share agreements with the FDIC, which is a decline from $85.3 million at December 31, 2011 and $102.9 million at June 30, 2011. We believe that the fair values of the items of other real estate, less estimated costs to sell, equal or exceed their respective carrying values at the dates presented.

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The following table presents the detail of all of our other real estate at each period end (covered and non-covered):

($ in thousands) |  | At June 30, 2012 |  |  | At December 31, 2011 |  |  | At June 30, 2011 |
Vacant land |  | $ | 67,128 |  |  |  | 76,341 |  |  |  | 88,239 |
1-4 family residential properties |  |  | 28,475 |  |  |  | 33,724 |  |  |  | 37,349 |
Commercial real estate |  |  | 13,142 |  |  |  | 12,230 |  |  |  | 9,144 |
Total other real estate |  | $ | 108,745 |  |  |  | 122,295 |  |  |  | 134,732 |

The following segregates our other real estate at June 30, 2012 into covered and non-covered:

($ in thousands) |  | Covered Other Real Estate |  |  | Non-covered Other Real Estate |  |  | Total Other Real Estate |
Vacant land |  | $ | 50,572 |  |  |  | 16,556 |  |  |  | 67,128 |
1-4 family residential properties |  |  | 12,870 |  |  |  | 15,605 |  |  |  | 28,475 |
Commercial real estate |  |  | 7,408 |  |  |  | 5,734 |  |  |  | 13,142 |
Total other real estate |  | $ | 70,850 |  |  |  | 37,895 |  |  |  | 108,745 |

The following segregates our other real estate at December 31, 2011 into covered and non-covered:

($ in thousands) |  | Covered Other Real Estate |  |  | Non-covered Other Real Estate |  |  | Total Other Real Estate |
Vacant land |  | $ | 59,994 |  |  |  | 16,347 |  |  |  | 76,341 |
1-4 family residential properties |  |  | 17,362 |  |  |  | 16,362 |  |  |  | 33,724 |
Commercial real estate |  |  | 7,916 |  |  |  | 4,314 |  |  |  | 12,230 |
Total other real estate |  | $ | 85,272 |  |  |  | 37,023 |  |  |  | 122,295 |

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The following table presents geographical information regarding our nonperforming assets at June 30, 2012.

|  | As of June 30, 2012 |
($ in thousands) |  | Covered |  |  | Non-covered |  |  | Total |  |  | Total Loans |  |  | Nonperforming Loans to Total Loans |
Nonaccrual loans and Troubled Debt Restructurings (1) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Eastern Region (NC) |  | $ | 51,367 |  |  |  | 26,960 |  |  |  | 78,327 |  |  | $ | 542,000 |  |  |  | 14.5 | %
Triangle Region (NC) |  |  | — |  |  |  | 29,953 |  |  |  | 29,953 |  |  |  | 780,000 |  |  |  | 3.8 | %
Triad Region (NC) |  |  | — |  |  |  | 14,722 |  |  |  | 14,722 |  |  |  | 383,000 |  |  |  | 3.8 | %
Charlotte Region (NC) |  |  | — |  |  |  | 3,546 |  |  |  | 3,546 |  |  |  | 97,000 |  |  |  | 3.7 | %
Southern Piedmont Region (NC) |  |  | 642 |  |  |  | 3,440 |  |  |  | 4,082 |  |  |  | 219,000 |  |  |  | 1.9 | %
Western Region (NC) |  |  | 6,072 |  |  |  | 5 |  |  |  | 6,077 |  |  |  | 62,000 |  |  |  | 9.8 | %
South Carolina Region |  |  | 48 |  |  |  | 9,397 |  |  |  | 9,445 |  |  |  | 135,000 |  |  |  | 7.0 | %
Virginia Region |  |  | — |  |  |  | 5,170 |  |  |  | 5,170 |  |  |  | 210,000 |  |  |  | 2.5 | %
Other |  |  | — |  |  |  | 1,409 |  |  |  | 1,409 |  |  |  | 10,000 |  |  |  | 14.1 | %
Total nonaccrual loans and troubled debt restructurings |  | $ | 58,129 |  |  |  | 94,602 |  |  |  | 152,731 |  |  | $ | 2,438,000 |  |  |  | 6.3 | %
Other Real Estate (1) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Eastern Region (NC) |  | $ | 57,263 |  |  |  | 10,492 |  |  |  | 67,755 |  |  |  |  |  |  |  |  |
Triangle Region (NC) |  |  | — |  |  |  | 8,426 |  |  |  | 8,426 |  |  |  |  |  |  |  |  |
Triad Region (NC) |  |  | — |  |  |  | 8,481 |  |  |  | 8,481 |  |  |  |  |  |  |  |  |
Charlotte Region (NC) |  |  | — |  |  |  | 3,638 |  |  |  | 3,638 |  |  |  |  |  |  |  |  |
Southern Piedmont Region (NC) |  |  | — |  |  |  | 1,259 |  |  |  | 1,259 |  |  |  |  |  |  |  |  |
Western Region (NC) |  |  | 13,499 |  |  |  | — |  |  |  | 13,499 |  |  |  |  |  |  |  |  |
South Carolina Region |  |  | 88 |  |  |  | 4,890 |  |  |  | 4,978 |  |  |  |  |  |  |  |  |
Virginia Region |  |  | — |  |  |  | 709 |  |  |  | 709 |  |  |  |  |  |  |  |  |
Other |  |  | — |  |  |  | — |  |  |  | — |  |  |  |  |  |  |  |  |
Total other real estate |  |  | 70,850 |  |  |  | 37,895 |  |  |  | 108,745 |  |  |  |  |  |  |  |  |

(1) | The counties comprising each region are as follows:
| Eastern North Carolina Region - New Hanover, Brunswick, Duplin, Dare, Beaufort, Onslow, Carteret Triangle North Carolina Region - Moore, Lee, Harnett, Chatham, Wake Triad North Carolina Region - Montgomery, Randolph, Davidson, Rockingham, Guilford, Stanly Southern Piedmont North Carolina Region - Anson, Richmond, Scotland, Robeson, Bladen, Columbus Western North Carolina Region – Buncombe South Carolina Region - Chesterfield, Dillon, Florence, Horry Virginia Region - Wythe, Washington, Montgomery, Pulaski Charlotte North Carolina Region - Iredell, Cabarrus, Rowan

Summary of Loan Loss Experience

The allowance for loan losses is created by direct charges to operations. Losses on loans are charged against the allowance in the period in which such loans, in management’s opinion, become uncollectible. The recoveries realized during the period are credited to this allowance.

We have no foreign loans, few agricultural loans and do not engage in significant lease financing or highly leveraged transactions. Commercial loans are diversified among a variety of industries. The majority of our real estate loans are primarily personal and commercial loans where real estate provides additional security for the loan. Collateral for virtually all of these loans is located within our principal market area.

The current economic environment has resulted in an increase in our classified and nonperforming assets, which has led to elevated provisions for loan losses. Our total provision for loan losses was $28.0 million for the first six months of 2012 compared to $22.3 million in the first six months of 2011. The total provision for loan losses is comprised of provisions for loan losses for non-covered loans and provisions for loan losses for covered loans, as discussed in the following paragraphs.

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The provision for loan losses on non-covered loans amounted to $5.2 million in the second quarter of 2012 compared to $7.6 million in the second quarter of 2011. The decline in provision was primarily due to stabilization in our assessment of the losses associated with our nonperforming non-covered loans. For the six months ended June 30, 2012 and 2011, our provision for loan losses on non-covered loans amounted to $23.8 million and $15.2 million, respectively. The increase resulted from refinements to our loan loss model and internal control changes that resulted in a realignment of departmental responsibilities for determining our allowance for loan losses. As a result of the changes, an internal review of selected nonperforming loan relationships was conducted, which applied more conservative assumptions to estimate the probable losses. We believe that the additional reserves established may lead to a more timely resolution of the related credits.

A part of the departmental realignment involved a reassignment of the responsibility for determining our allowance for loan loss amount at period end. Concurrent with this change, we performed a new review of the Company’s nonperforming loans and significant classified lending relationships. As a result of this review, approximately 30 loan relationships were identified in which additional provisions for loan losses were necessary when more conservative judgments were applied to the repayment assumptions associated with the borrowers. The total additional provisions for losses associated with these borrowers was approximately $11 million. The majority of the additional provision was concentrated in construction and land development real estate, commercial real estate, and residential real estate loan categories.

For the three months ended June 30, 2012 and 2011, we recorded $1.3 million and $3.3 million in provisions for loan losses for covered loans, respectively. We recorded $4.3 million and $7.1 million in provisions for loan losses for covered loans for the six months ended June 30, 2012 and 2011, respectively. The lower provisions in 2012 were due to stabilization in our assessment of the losses associated with our nonperforming covered loans. Because of the FDIC loss-share agreements in place for these loans, the FDIC indemnification asset was adjusted upwards by recording noninterest income of $1.0 million and $2.7 million in the second quarters of 2012 and 2011, respectively, and $3.4 million and $5.7 million for the first six months of 2012 and 2011, respectively, or 80% of the amount of the provisions.

For the first six months of 2012, we recorded $16.0 million in net charge-offs, compared to $31.7 million for the comparable period of 2011. The net charge-offs in 2012 included $4.1 million of covered loans and $11.8 million of non-covered loans, whereas in 2011 net charge-offs included $12.7 million of covered loans and $19.0 million of non-covered loans. During 2011, a large amount of loans that had specific reserves due to concerns about collectability were determined to be confirmed losses and partial charge-offs were recorded. The charge-offs in 2012 continue a trend that began in 2010, with charge-offs being concentrated in the construction and land development real estate categories. These types of loans have been impacted the most by the recession and decline in new housing.

The allowance for loan losses amounted to $53.5 million at June 30, 2012, compared to $41.4 million at December 31, 2011 and $40.0 million at June 30, 2011. At June 30, 2012, December 31, 2011, and June 30, 2011, the allowance for loan losses attributable to covered loans was $5.9 million, $5.8 million, and $5.5 million, respectively. The allowance for loan losses for non-covered loans amounted to $47.5 million, $35.6 million, and $34.5 million at June 30, 2012, December 31, 2011, and June 30, 2011, respectively. The increase in the allowance for losses at June 30, 2012 compared to prior periods is primarily due to the high provision for loan losses recorded in the first quarter of 2012 that was recorded as an addition to the allowance for loan losses without a corresponding increase in charge-offs.

We believe our reserve levels are adequate to cover probable loan losses on the loans outstanding as of each reporting date. It must be emphasized, however, that the determination of the reserve using our procedures and methods rests upon various judgments and assumptions about economic conditions and other factors affecting loans. No assurance can be given that we will not in any particular period sustain loan losses that are sizable in relation to the amounts reserved or that subsequent evaluations of the loan portfolio, in light of conditions and factors then prevailing, will not require significant changes in the allowance for loan losses or future charges to earnings. See “Critical Accounting Policies – Allowance for Loan Losses” above.

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In addition, various regulatory agencies, as an integral part of their examination process, periodically review our allowance for loan losses and value of other real estate. Such agencies may require us to recognize adjustments to the allowance or the carrying value of other real estate based on their judgments about information available at the time of their examinations.

For the periods indicated, the following table summarizes our balances of loans outstanding, average loans outstanding, changes in the allowance for loan losses arising from charge-offs and recoveries, additions to the allowance for loan losses that have been charged to expense, and additions that were recorded related to acquisitions.

|  | Six Months Ended June 30, |  |  | Twelve Months Ended December 31, |  |  | Six Months Ended June 30, |
($ in thousands) |  | 2012 |  |  | 2011 |  |  | 2011 |
Loans outstanding at end of period |  | $ | 2,437,801 |  |  |  | 2,430,386 |  |  |  | 2,442,440 |
Average amount of loans outstanding |  | $ | 2,434,682 |  |  |  | 2,461,995 |  |  |  | 2,486,963 |
Allowance for loan losses, at beginning of year |  | $ | 41,418 |  |  |  | 49,430 |  |  |  | 49,430 |
Provision for loan losses |  |  | 28,022 |  |  |  | 41,301 |  |  |  | 22,277 |
|  |  | 69,440 |  |  |  | 90,731 |  |  |  | 71,707 |
Loans charged off: |  |  |  |  |  |  |  |  |  |  |  |
Commercial, financial, and agricultural |  |  | (1,627 | ) |  |  | (2,358 | ) |  |  | (1,077 | )
Real estate – construction, land development & other land loans |  |  | (6,773 | ) |  |  | (25,604 | ) |  |  | (17,528 | )
Real estate – mortgage – residential (1-4 family) first mortgages |  |  | (3,007 | ) |  |  | (12,045 | ) |  |  | (7,966 | )
Real estate – mortgage – home equity loans / lines of credit |  |  | (1,261 | ) |  |  | (3,195 | ) |  |  | (1,458 | )
Real estate – mortgage – commercial and other |  |  | (2,939 | ) |  |  | (7,180 | ) |  |  | (3,434 | )
Installment loans to individuals |  |  | (1,279 | ) |  |  | (1,600 | ) |  |  | (1,066 | )
Total charge-offs |  |  | (16,886 | ) |  |  | (51,982 | ) |  |  | (32,529 | )
Recoveries of loans previously charged-off: |  |  |  |  |  |  |  |  |  |  |  |
Commercial, financial, and agricultural |  |  | 31 |  |  |  | 314 |  |  |  | 27 |
Real estate – construction, land development & other land loans |  |  | 490 |  |  |  | 919 |  |  |  | 255 |
Real estate – mortgage – residential (1-4 family) first mortgages |  |  | 50 |  |  |  | 492 |  |  |  | 140 |
Real estate – mortgage – home equity loans / lines of credit |  |  | 146 |  |  |  | 375 |  |  |  | 121 |
Real estate – mortgage – commercial and other |  |  | 29 |  |  |  | 119 |  |  |  | 32 |
Installment loans to individuals |  |  | 154 |  |  |  | 450 |  |  |  | 252 |
Total recoveries |  |  | 900 |  |  |  | 2,669 |  |  |  | 827 |
Net charge-offs |  |  | (15,986 | ) |  |  | (49,313 | ) |  |  | (31,702 | )
Allowance for loan losses, at end of period |  | $ | 53,454 |  |  |  | 41,418 |  |  |  | 40,005 |
Ratios: |  |  |  |  |  |  |  |  |  |  |  |
Net charge-offs as a percent of average loans |  |  | 1.32% |  |  |  | 2.00% |  |  |  | 2.57% |
Allowance for loan losses as a percent of loans at end of period |  |  | 2.19% |  |  |  | 1.70% |  |  |  | 1.64% |

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The following table discloses the activity in the allowance for loan losses for the six months ended June 30, 2012, segregated into covered and non-covered.

|  | As of and for the six months ended June 30, 2012 |
($ in thousands) |  | Covered |  |  | Non-covered |  |  | Total |
Loans outstanding at end of period |  | $ | 322,895 |  |  |  | 2,114,906 |  |  |  | 2,437,801 |
Average amount of loans outstanding |  | $ | 342,077 |  |  |  | 2,092,605 |  |  |  | 2,434,682 |
Allowance for loan losses, at beginning of year |  | $ | 5,808 |  |  |  | 35,610 |  |  |  | 41,418 |
Provision for loan losses |  |  | 4,271 |  |  |  | 23,751 |  |  |  | 28,022 |
|  |  | 10,079 |  |  |  | 59,361 |  |  |  | 69,440 |
Loans charged off: |  |  |  |  |  |  |  |  |  |  |  |
Commercial, financial, and agricultural |  |  | — |  |  |  | (1,627 | ) |  |  | (1,627 | )
Real estate – construction, land development & other land loans |  |  | (2,522 | ) |  |  | (4,251 | ) |  |  | (6,773 | )
Real estate – mortgage – residential (1-4 family) first mortgages |  |  | (881 | ) |  |  | (2,126 | ) |  |  | (3,007 | )
Real estate – mortgage – home equity loans / lines of credit |  |  | (153 | ) |  |  | (1,108 | ) |  |  | (1,261 | )
Real estate – mortgage – commercial and other |  |  | (445 | ) |  |  | (2,494 | ) |  |  | (2,939 | )
Installment loans to individuals |  |  | (147 | ) |  |  | (1,132 | ) |  |  | (1,279 | )
Total charge-offs |  |  | (4,148 | ) |  |  | (12,738 | ) |  |  | (16,886 | )
Recoveries of loans previously charged-off: |  |  |  |  |  |  |  |  |  |  |  |
Commercial, financial, and agricultural |  |  | — |  |  |  | 31 |  |  |  | 31 |
Real estate – construction, land development & other land loans |  |  | — |  |  |  | 490 |  |  |  | 490 |
Real estate – mortgage – residential (1-4 family) first mortgages |  |  | — |  |  |  | 50 |  |  |  | 50 |
Real estate – mortgage – home equity loans / lines of credit |  |  | — |  |  |  | 146 |  |  |  | 146 |
Real estate – mortgage – commercial and other |  |  | — |  |  |  | 29 |  |  |  | 29 |
Installment loans to individuals |  |  | — |  |  |  | 154 |  |  |  | 154 |
Total recoveries |  |  | — |  |  |  | 900 |  |  |  | 900 |
Net charge-offs |  |  | (4,148 | ) |  |  | (11,838 | ) |  |  | (15,986 | )
Allowance for loan losses, at end of period |  | $ | 5,931 |  |  |  | 47,523 |  |  |  | 53,454 |

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The following table discloses the activity in the allowance for loan losses for the six months ended June 30, 2011, segregated into covered and non-covered.

|  | As of and for the six months ended June 30, 2011 |
($ in thousands) |  | Covered |  |  | Non-covered |  |  | Total |
Loans outstanding at end of period |  | $ | 401,726 |  |  |  | 2,040,714 |  |  |  | 2,442,440 |
Average amount of loans outstanding |  | $ | 436,859 |  |  |  | 2,050,104 |  |  |  | 2,486,963 |
Allowance for loan losses, at beginning of year |  | $ | 11,155 |  |  |  | 38,275 |  |  |  | 49,430 |
Provision for loan losses |  |  | 7,100 |  |  |  | 15,177 |  |  |  | 22,277 |
|  |  | 18,255 |  |  |  | 53,452 |  |  |  | 71,707 |
Loans charged off: |  |  |  |  |  |  |  |  |  |  |  |
Commercial, financial, and agricultural |  |  | (13 | ) |  |  | (1,064 | ) |  |  | (1,077 | )
Real estate – construction, land development & other land loans |  |  | (7,954 | ) |  |  | (9,574 | ) |  |  | (17,528 | )
Real estate – mortgage – residential (1-4 family) first mortgages |  |  | (3,393 | ) |  |  | (4,573 | ) |  |  | (7,966 | )
Real estate – mortgage – home equity loans / lines of credit |  |  | (198 | ) |  |  | (1,260 | ) |  |  | (1,458 | )
Real estate – mortgage – commercial and other |  |  | (1,052 | ) |  |  | (2,382 | ) |  |  | (3,434 | )
Installment loans to individuals |  |  | (105 | ) |  |  | (961 | ) |  |  | (1,066 | )
Total charge-offs |  |  | (12,715 | ) |  |  | (19,814 | ) |  |  | (32,529 | )
Recoveries of loans previously charged-off: |  |  |  |  |  |  |  |  |  |  |  |
Commercial, financial, and agricultural |  |  | — |  |  |  | 27 |  |  |  | 27 |
Real estate – construction, land development & other land loans |  |  | — |  |  |  | 255 |  |  |  | 255 |
Real estate – mortgage – residential (1-4 family) first mortgages |  |  | — |  |  |  | 140 |  |  |  | 140 |
Real estate – mortgage – home equity loans / lines of credit |  |  | — |  |  |  | 121 |  |  |  | 121 |
Real estate – mortgage – commercial and other |  |  | — |  |  |  | 32 |  |  |  | 32 |
Installment loans to individuals |  |  | — |  |  |  | 252 |  |  |  | 252 |
Total recoveries |  |  | — |  |  |  | 827 |  |  |  | 827 |
Net charge-offs |  |  | (12,715 | ) |  |  | (18,987 | ) |  |  | (31,702 | )
Allowance for loan losses, at end of period |  | $ | 5,540 |  |  |  | 34,465 |  |  |  | 40,005 |

Based on the results of our loan analysis and grading program and our evaluation of the allowance for loan losses at June 30, 2012, there have been no material changes to the allocation of the allowance for loan losses among the various categories of loans since December 31, 2011.

Liquidity, Commitments, and Contingencies

Our liquidity is determined by our ability to convert assets to cash or acquire alternative sources of funds to meet the needs of our customers who are withdrawing or borrowing funds, and to maintain required reserve levels, pay expenses and operate the Company on an ongoing basis. Our primary liquidity sources are net income from operations, cash and due from banks, federal funds sold and other short-term investments. Our securities portfolio is comprised almost entirely of readily marketable securities, which could also be sold to provide cash.

In addition to internally generated liquidity sources, we have the ability to obtain borrowings from the following sources - 1) an approximately $393 million line of credit with the Federal Home Loan Bank (of which $65 million was outstanding at June 30, 2012), 2) a $50 million overnight federal funds line of credit with a correspondent bank (none of which was outstanding at June 30, 2012), and 3) an approximately $92 million line of credit through the Federal Reserve Bank of Richmond’s discount window (none of which was outstanding at June 30, 2012). In addition to the outstanding borrowings from the FHLB that reduce the available borrowing capacity of that line of credit, our borrowing capacity was further reduced by $143 million at June 30, 2012 and $203 million at December 31, 2011, as a result of our pledging letters of credit for public deposits at each of those dates. Unused and available lines of credit amounted to $327 million at June 30, 2012 compared to $227 million at December 31, 2011.

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Our overall liquidity has increased since June 30, 2011. Our loans have decreased $5 million, while our deposits have increased by $91 million. As a result, our liquid assets (cash and securities) as a percentage of our total deposits and borrowings increased from 15.8% at June 30, 2011 to 16.6% at June 30, 2012.

We believe our liquidity sources, including unused lines of credit, are at an acceptable level and remain adequate to meet our operating needs in the foreseeable future. We will continue to monitor our liquidity position carefully and will explore and implement strategies to increase liquidity if deemed appropriate.

The amount and timing of our contractual obligations and commercial commitments has not changed materially since December 31, 2011, detail of which is presented in Table 18 on page 80 of our 2011 Annual Report on Form 10-K.

We are not involved in any legal proceedings that, in our opinion, are likely to have a material effect on our consolidated financial position.

Off-Balance Sheet Arrangements and Derivative Financial Instruments

Off-balance sheet arrangements include transactions, agreements, or other contractual arrangements pursuant to which we have obligations or provide guarantees on behalf of an unconsolidated entity. We have no off-balance sheet arrangements of this kind other than letters of credit and repayment guarantees associated with our trust preferred securities.

Derivative financial instruments include futures, forwards, interest rate swaps, options contracts, and other financial instruments with similar characteristics. We have not engaged in derivative activities through June 30, 2012, and have no current plans to do so.

Capital Resources

We are regulated by the Board of Governors of the Federal Reserve Board (FED) and are subject to the securities registration and public reporting regulations of the Securities and Exchange Commission. Our banking subsidiary is regulated by the Federal Deposit Insurance Corporation (FDIC) and the North Carolina Office of the Commissioner of Banks. We are not aware of any recommendations of regulatory authorities or otherwise which, if they were to be implemented, would have a material effect on our liquidity, capital resources, or operations.

We must comply with regulatory capital requirements established by the FED and FDIC. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on our financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. Our capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. These capital standards require us to maintain minimum ratios of “Tier 1” capital to total risk-weighted assets and total capital to risk-weighted assets of 4.00% and 8.00%, respectively. Tier 1 capital is comprised of total shareholders’ equity calculated in accordance with generally accepted accounting principles, excluding accumulated other comprehensive income (loss), less intangible assets, and total capital is comprised of Tier 1 capital plus certain adjustments, the largest of which is our allowance for loan losses. Risk-weighted assets refer to our on- and off-balance sheet exposures, adjusted for their related risk levels using formulas set forth in FED and FDIC regulations.

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In addition to the risk-based capital requirements described above, we are subject to a leverage capital requirement, which calls for a minimum ratio of Tier 1 capital (as defined above) to quarterly average total assets of 3.00% to 5.00%, depending upon the institution’s composite ratings as determined by its regulators. The FED has not advised us of any requirement specifically applicable to us.

At June 30, 2012, our capital ratios exceeded the regulatory minimum ratios discussed above. The following table presents our capital ratios and the regulatory minimums discussed above for the periods indicated.

|  | June 30, 2012 |  |  | March 31, 2012 |  |  | December 31, 2011 |  |  | June 30, 2011 |
Risk-based capital ratios: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Tier I capital to Tier I risk adjusted assets |  |  | 14.96% |  |  |  | 15.07% |  |  |  | 15.46% |  |  |  | 15.74% |
Minimum required Tier I capital |  |  | 4.00% |  |  |  | 4.00% |  |  |  | 4.00% |  |  |  | 4.00% |
Total risk-based capital to Tier II risk-adjusted assets |  |  | 16.23% |  |  |  | 16.34% |  |  |  | 16.72% |  |  |  | 17.00% |
Minimum required total risk-based capital |  |  | 8.00% |  |  |  | 8.00% |  |  |  | 8.00% |  |  |  | 8.00% |
Leverage capital ratios: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Tier I leverage capital to adjusted most recent quarter average assets |  |  | 9.98% |  |  |  | 9.97% |  |  |  | 10.21% |  |  |  | 10.17% |
Minimum required Tier I leverage capital |  |  | 4.00% |  |  |  | 4.00% |  |  |  | 4.00% |  |  |  | 4.00% |

Our bank subsidiary is also subject to capital requirements similar to those discussed above. The bank subsidiary’s capital ratios do not vary materially from our capital ratios presented above. At June 30, 2012, our bank subsidiary exceeded the minimum ratios established by the FED and FDIC.

In addition to regulatory capital ratios, we also closely monitor our ratio of tangible common equity to tangible assets (“TCE Ratio”). Our TCE ratio was 6.36% at June 30, 2012 compared to 6.58% at December 31, 2011 and 6.65% at June 30, 2011.

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BUSINESS DEVELOPMENT MATTERS

The following is a list of business development and other miscellaneous matters affecting First Bancorp and First Bank, our bank subsidiary.

| · | On April 30, 2012, First Bank entered into an agreement to assume all of the deposits and acquire certain loans of the Gateway Bank & Trust Co. branch located in Wilmington, North Carolina. The acquired accounts will be transferred to one of our existing branches that is located nearby. The transaction is subject to regulatory approval and is expected to occur in the third quarter of 2012.

| · | On July 2, 2012, we opened our new branch in Salem, Virginia. This branch is our 7th branch in southwestern Virginia.

| · | On July 3, 2012, the Branch Purchase and Assumption Agreement between Waccamaw Bank and First Bank was terminated. Waccamaw Bank was closed by the North Carolina Commissioner of Banks, which named the Federal Deposit Insurance Corporation as receiver, during June 2012.

| · | We are relocating our Biscoe, North Carolina branch and expect completion of the new building in the fourth quarter of 2012.

| · | We expect to complete the relocation of our branch in Fort Chiswell, Virginia in the fourth quarter of 2012.

| · | On June 18, 2012, the Company announced a quarterly cash dividend of $0.08 cents per share payable on July 25, 2012 to shareholders of record on June 30, 2012. This is the same dividend rate as the Company declared in the second quarter of 2011.

SHARE REPURCHASES

We repurchased 148 shares of our common stock during the first six months of 2012 in two private transactions. At June 30, 2012, we had approximately 214,000 shares available for repurchase under existing authority from our board of directors. We may repurchase these shares in open market and privately negotiated transactions, as market conditions and our liquidity warrants, subject to compliance with applicable regulations. See also Part II, Item 2 “Unregistered Sales of Equity Securities and Use of Proceeds.”

Item 3 – Quantitative and Qualitative Disclosures About Market Risk

INTEREST RATE RISK (INCLUDING QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK)

Net interest income is our most significant component of earnings. Notwithstanding changes in volumes of loans and deposits, our level of net interest income is continually at risk due to the effect that changes in general market interest rate trends have on interest yields earned and paid with respect to our various categories of earning assets and interest-bearing liabilities. It is our policy to maintain portfolios of earning assets and interest-bearing liabilities with maturities and repricing opportunities that will afford protection, to the extent practical, against wide interest rate fluctuations. Our exposure to interest rate risk is analyzed on a regular basis by management using standard GAP reports, maturity reports, and an asset/liability software model that simulates future levels of interest income and expense based on current interest rates, expected future interest rates, and various intervals of “shock” interest rates. Over the years, we have been able to maintain a fairly consistent yield on average earning assets (net interest margin). Over the past five calendar years, our net interest margin has ranged from a low of 3.74% (realized in 2008) to a high of 4.72% (realized in 2011). During that five year period, the prime rate of interest has ranged from a low of 3.25% (which was the rate as of June 30, 2012) to a high of 8.25% (2007). The consistency of the net interest margin is aided by the relatively low level of long-term interest rate exposure that we maintain. At June 30, 2012, approximately 83% of our interest-earning assets are subject to repricing within five years (because they are either adjustable rate assets or they are fixed rate assets that mature) and substantially all of our interest-bearing liabilities reprice within five years.

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Using stated maturities for all fixed rate instruments except mortgage-backed securities (which are allocated in the periods of their expected payback) and securities and borrowings with call features that are expected to be called (which are shown in the period of their expected call), at June 30, 2012, we had approximately $594 million more in interest-bearing liabilities that are subject to interest rate changes within one year than we had in earning assets. This generally would indicate that net interest income would experience downward pressure in a rising interest rate environment and would benefit from a declining interest rate environment. However, this method of analyzing interest sensitivity only measures the magnitude of the timing differences and does not address earnings, market value, or management actions. Also, interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. In addition to the effects of “when” various rate-sensitive products reprice, market rate changes may not result in uniform changes in rates among all products. For example, included in interest-bearing liabilities subject to interest rate changes within one year at June 30, 2012 are deposits totaling $1.2 billion comprised of checking, savings, and certain types of money market deposits with interest rates set by management. These types of deposits historically have not repriced with, or in the same proportion, as general market indicators.

Overall we believe that in the near term (twelve months), net interest income will not likely experience significant downward pressure from rising interest rates. Similarly, we would not expect a significant increase in near term net interest income from falling interest rates. Generally, when rates change, our interest-sensitive assets that are subject to adjustment reprice immediately at the full amount of the change, while our interest-sensitive liabilities that are subject to adjustment reprice at a lag to the rate change and typically not to the full extent of the rate change. In the short term (less than six months), this results in us being asset-sensitive, meaning that our net interest income benefits from an increase in interest rates and is negatively impacted by a decrease in interest rates. However, in the twelve-month horizon, the impact of having a higher level of interest-sensitive liabilities lessens the short-term effects of changes in interest rates.

The Federal Reserve has made no changes to interest rates since 2008, and since that time the difference between market driven short-term interest rates and longer-term interest rates has generally widened, with short-term interest rates steadily declining and longer-term interest rates not declining by as much. The higher long term interest rate environment enhanced our ability to require higher interest rates on loans. As it relates to funding, we have been able to reprice many of our maturing time deposits at lower interest rates. We were also able to generally decrease the rates we paid on other categories of deposits as a result of declining short-term interest rates in the marketplace and an increase in liquidity that lessened our need to offer premium interest rates.

As previously discussed in the section entitled “Net Interest Income and Net Interest Margin,” our net interest income was impacted by certain purchase accounting adjustments related primarily to our acquisitions of Cooperative Bank and The Bank of Asheville. The purchase accounting adjustments related to the premium amortization on loans, deposits and borrowings are based on amortization schedules and are thus systematic and predictable. The accretion of the loan discount on loans acquired from Cooperative Bank and The Bank of Asheville, which amounted to $5.9 million and $6.5 million for the first six months of 2012 and 2011, respectively, is less predictable and could be materially different among periods. This is because of the magnitude of the discounts that were initially recorded ($280 million in total) and the fact that the accretion being recorded is dependent on both the credit quality of the acquired loans and the impact of any accelerated loan repayments, including payoffs. If the credit quality of the loans declines, some or all of the remaining discount will cease to be accreted into income. If the underlying loans experience accelerated paydowns or are paid off, the remaining discount will be accreted into income on an accelerated basis, which in the event of total payoff will result in the remaining discount being entirely accreted into income in the period of the payoff. Each of these factors is difficult to predict and susceptible to volatility.

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Based on our most recent interest rate modeling, which assumes no changes in interest rates for 2012 (federal funds rate = 0.25%, prime = 3.25%), we project that our net interest margin for the remainder of 2012 will remain relatively consistent with the net interest margins recently realized. We expect loan yields and deposit costs to continue to trend downwards.

We have no market risk sensitive instruments held for trading purposes, nor do we maintain any foreign currency positions.

See additional discussion regarding net interest income, as well as discussion of the changes in the annual net interest margin in the section entitled “Net Interest Income and Net Interest Margin” above.

Item 4 – Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, which are our controls and other procedures that are designed to ensure that information required to be disclosed in our periodic reports with the SEC is recorded, processed, summarized and reported within the required time periods. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed is communicated to our management to allow timely decisions regarding required disclosure. Based on the evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective in allowing timely decisions regarding disclosure to be made about material information required to be included in our periodic reports with the SEC. In addition, no change in our internal control over financial reporting has occurred during, or subsequent to, the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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Part II. Other Information

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

Issuer Purchases of Equity Securities
Period |  | Total Number of Shares Purchased (2) |  | Average Price Paid per Share |  | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) |  | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1)
April 1, 2012 to April 30, 2012 |  | ─ |  | ─ |  | ─ |  | 214,241
May 1, 2012 to May 31, 2012 |  | ─ |  | ─ |  | ─ |  | 214,241
June 1, 2012 to June 30, 2012 |  | ─ |  | ─ |  | ─ |  | 214,241
Total |  | ─ |  | ─ |  | ─ |  | 214,241

Footnotes to the Above Table

| (1) | All shares available for repurchase are pursuant to publicly announced share repurchase authorizations. On July 30, 2004, the Company announced that its board of directors had approved the repurchase of 375,000 shares of the Company’s common stock. The repurchase authorization does not have an expiration date. There are no plans or programs the Company has determined to terminate prior to expiration, or under which we do not intend to make further purchases.

| (2) | The table above does not include shares that were used by option holders to satisfy the exercise price of the call options issued by the Company to its employees and directors pursuant to the Company’s stock option plans. There were no such exercises during the three months ended June 30, 2012.

There were no unregistered sales of our securities during the three months ended June 30, 2012.

Item 6 - Exhibits

|  | The following exhibits are filed with this report or, as noted, are incorporated by reference. Management contracts, compensatory plans and arrangements are marked with an asterisk (*).

| 3.a | Articles of Incorporation of the Company and amendments thereto were filed as Exhibits 3.a.i through 3.a.v to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2002, and are incorporated herein by reference. Articles of Amendment to the Articles of Incorporation were filed as Exhibits 3.1 and 3.2 to the Company’s Current Report on Form 8-K filed on January 13, 2009, and are incorporated herein by reference. Articles of Amendment to the Articles of Incorporation were filed as Exhibit 3.1.b to the Company’s Registration Statement on Form S-3D filed on June 29, 2010, and are incorporated herein by reference. Articles of Amendment to the Articles of Incorporation were filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 6, 2011, and are incorporated herein by reference.

| 3.b | Amended and Restated Bylaws of the Company were filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed on November 23, 2009, and are incorporated herein by reference.

| 4.a | Form of Common Stock Certificate was filed as Exhibit 4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1999, and is incorporated herein by reference.

| 4.b | Form of Certificate for Series A Preferred Stock was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 13, 2009, and is incorporated herein by reference.

| 4.c | Warrant for Purchase of Shares of Common Stock was filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on January 13, 2009, and is incorporated herein by reference.

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| 4.d | Form of Certificate for Series B Preferred Stock was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 6, 2011, and is incorporated herein by reference.

| 12 | Computation of Ratio of Earnings to Fixed Charges.

31.1 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.

31.2 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.

32.1 | Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

| 32.2 | Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

| 101 | The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, formatted in eXtensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements. (1)

Copies of exhibits are available upon written request to: First Bancorp, Anna G. Hollers, Executive Vice President, P.O. Box 508, Troy, NC 27371

| (1) | As provided in Rule 406T of Regulation S-T, this information shall not be deemed “filed” for purposes of Section 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934 or otherwise subject to liability under those sections.

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SIGNATURES

Pursuant to the requirements 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.

|  | FIRST BANCORP |
August 9, 2012 |  | BY:/s/ Richard H. Moore |
|  | Richard H. Moore |
|  | President |
|  | (Principal Executive Officer), |
|  | Treasurer and Director |
August 9, 2012 |  | BY:/s/ Anna G. Hollers |
|  | Anna G. Hollers |
|  | Executive Vice President, |
|  | Secretary |
|  | and Chief Operating Officer |
August 9, 2012 |  | BY:/s/ Eric P. Credle |
|  | Eric P. Credle |
|  | Executive Vice President |
|  | and Chief Financial Officer |

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