UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D. C. 20549
FORM
11-K
ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
(Mark
One)
x
Annual
report pursuant to Section 15(d) of the Securities Exchange Act of
1934
For
the fiscal year ended December 31, 2009
Or
□
Transition
report pursuant to Section 15(d) of the Securities Exchange Act of
1934
For the transition period from ___________________
Commission
File Number 0-15083
The
South Financial Group, Inc. 401(k) Plan
(Full
title of the plan)
The South
Financial Group, Inc.
102 South
Main Street
Greenville,
SC, 29601
____________
(Name
of Issuer of the securities held pursuant to the
plan and
address of its principal executive office)
(a) The following fi
nan
cial statements and reports, which have been prepared pursuant
to the requirements of the Employee Retirement Income Security Act of 1974, are
filed as part of this Annual Report on Form 11-K:
|
Page
|
|
1
|
Financial
Statements:
|
|
|
2
|
|
3
|
|
4
|
Supplemental
Schedules:
|
|
|
14
|
|
15
|
|
|
The
following Exhibits are filed as part of this Annual Report on Form
11-K:
|
|
Exhibit
Index
|
|
Exhibit
23.1 Consent of Independent
Registered Public Accounting Firm
|
|
THE
SOUTH FINANCIAL GROUP, INC.
401(k)
PLAN
FINANCIAL
STATEMENTS
December
31, 2009 and 2008
The South
Financial Group, Inc. 401(k) Plan
Greenville,
South Carolina
We have
audited the accompanying statements of net assets available for benefits of The
South Financial Group, Inc. 401(k) Plan as of December 31, 2009 and 2008, and
the related statement of changes in net assets available for benefits for the
year ended December 31, 2009. These financial statements are the
responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our
audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the net assets available for benefits of the Plan as of
December 31, 2009 and 2008, and the changes in net assets available for benefits
for the year ended December 31, 2009, in conformity with accounting principles
generally accepted in the United States of America.
Our
audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules as
of December 31, 2009, are presented for the purpose of additional analysis and
are not a required part of the basic financial statements, but are supplementary
information required by the Department of Labor’s Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedules are the responsibility of the Plan’s
management. The supplemental schedules have been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/
Elliott Davis, LLC
Greenville,
South Carolina
June 25,
2010
December
31, 2009 and 2008
|
|
2009
|
|
|
2008
|
|
ASSETS
|
|
|
|
|
|
|
Investments,
at fair value (Note 3)
|
|
$
|
65,564,175
|
|
|
$
|
58,275,249
|
|
Participant
loans
|
|
|
1,834,998
|
|
|
|
1,676,117
|
|
Total
investments
|
|
|
67,399,173
|
|
|
|
59,951,366
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
|
274,656
|
|
|
|
312,268
|
|
|
|
|
|
|
|
|
|
|
Receivables:
|
|
|
|
|
|
|
|
|
Employee
contributions
|
|
|
6,443
|
|
|
|
-
|
|
Employer
contribution
|
|
|
100,497
|
|
|
|
248,001
|
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
|
67,780,769
|
|
|
|
60,511,635
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
Excess
contributions
|
|
|
91,830
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities
|
|
|
91,830
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
NET
ASSETS AVAILABLE FOR BENEFITS
$
|
|
|
67,688,939
|
|
|
$
|
60,511,635
|
|
The
accompanying notes are an integral part of these financial
statements.
STATEMENT
OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year
ended December 31, 2009
Additions
to net assets attributed to:
|
|
|
|
Investment
income
|
|
|
|
Net
appreciation in fair value of investments
|
|
$
|
4,320,834
|
|
Interest
& dividends
|
|
|
1,171,728
|
|
Participant
loan interest
|
|
|
93,648
|
|
Total
investment income
|
|
|
5,586,210
|
|
Contributions
|
|
|
|
|
Employer
|
|
|
3,400,247
|
|
Participant
|
|
|
7,222,175
|
|
Rollover
|
|
|
149,488
|
|
Total
contributions
|
|
|
10,771,910
|
|
|
|
|
|
|
|
|
|
|
|
Total
additions
|
|
|
16,358,120
|
|
|
|
|
|
|
Deductions from net assets
attributed to:
|
|
|
|
|
Benefits
paid to participants
|
|
|
8,940,494
|
|
Administrative
expenses
|
|
|
240,322
|
|
Total
deductions
|
|
|
9,180,816
|
|
|
|
|
|
|
Net
increase in net assets
|
|
|
7,177,304
|
|
|
|
|
|
|
Net
assets available for benefits
|
|
|
|
|
Beginning
of year
|
|
|
60,511,635
|
|
|
|
|
|
|
End
of year
|
|
$
|
67,688,939
|
|
The
accompanying notes are an integral part of these financial
statements.
THE SOUTH
FINANCIAL GROUP, INC. 401(k) PLAN
NOTES TO
FINANCIAL STATEMENTS
The
following description of The South Financial Group, Inc. (the “Company”) 401(k)
Plan (the “Plan”) provides only general information. Participants
should refer to the Plan agreement for a more complete description of the Plan's
provisions.
General
: The
Plan is a defined contribution plan covering all eligible employees of the
Company and its subsidiaries who are age eighteen or older. A
participant is eligible to receive the Company matching contribution after
completing a year of service. The Plan is subject to the provisions
of the Employee Retirement Income Security Act (ERISA).
Contributions
: Each
year, participants may contribute up to 100 percent of pre-tax annual
compensation, as defined in the Plan. Participants who have attained age 50
before the end of the plan year are eligible to make catch-up contributions.
Participants may also contribute amounts representing distributions from other
qualified defined benefit or defined contribution plans. Participants
direct the investment of their contributions into various investment options
offered by the Plan. The Plan currently offers various mutual funds,
two money market funds and The South Financial Group Unitized Stock Fund
as investment options. The Company may make a discretionary employer
matching contribution of a percentage of compensation that a participant
contributes to the Plan. The Company matched one hundred percent of
the first six percent that participants contributed to the Plan through March
31, 2009 and 50% of the first six percent that participants contributed to the
Plan thereafter. The Company may also make a discretionary
non-elective contribution. There were no discretionary non-elective
contributions for the year-ended December 31, 2009. Contributions are
subject to certain limitations.
Participant
Accounts
: Each participant's account is credited with the
participant's contribution and allocation of (a) the Company's contribution, and
(b) Plan earnings, and charged with an allocation of administrative
expenses. Allocations are based on participant compensation or
account balances, as defined. The benefit to which a participant is
entitled is the benefit that can be provided from the participant's vested
account. Each participant directs the investment of his or her
account to any of the investment options available under the Plan. Participants
may change their investment options at any time.
Retirement,
Death and Disability
: A participant is entitled to 100% of his
or her account balance upon retirement, death or disability.
THE SOUTH
FINANCIAL GROUP, INC. 401(k) PLAN
NOTES TO
FINANCIAL STATEMENTS
NOTE
1 - DESCRIPTION OF PLAN (continued)
Vesting
: Participants
are immediately vested in their contributions plus actual earnings
thereon. Vesting in the remainder of their account plus earnings
thereon is based on years of continuous service. A participant is
100% vested after five years of credited service according to the following
schedule:
Years of
Service
|
Vested
Percentage
|
Less than
1
|
0%
|
1
|
20%
|
2
|
40%
|
3
|
60%
|
4
|
80%
|
5 or
more
|
100%
|
Payment
of Benefits
: On termination of service due to death,
disability, retirement or other reasons, a participant may elect to receive a
lump-sum amount equal to the value of the participant’s vested interest in his
or her account.
Forfeitures
:
Per
the Plan document, forfeited accounts may be used to pay any administrative
expenses of the Plan or to reduce future employer matching
contributions. As of December 31, 2009 and 2008, forfeited amounts of
$49,243 and $113,244, respectively, were available. During 2009,
forfeitures of approximately $199,000 were used to pay administrative expenses
and forfeitures of approximately $113,000 were used to reduce employer matching
contributions.
Loan
Provisions
: Participants may borrow from their accounts a
minimum of $1,000 up to a maximum of $50,000 or 50% of their vested account
balance, whichever is less. The loans are secured by the balance in
the participant’s account and bear interest at rates that are commensurate with
local prevailing rates as determined quarterly by the Plan
administrator. Principal and interest are paid through payroll
deductions.
Administrative
Expenses:
Certain costs incurred in the administration of the
Plan have been paid by the Company.
NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Accounting
: The financial statements of the Plan are
prepared on the accrual method of accounting.
Use
of Estimates
: The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and changes therein, and disclosure of contingent assets and
liabilities. Actual results may differ from these
estimates.
THE SOUTH
FINANCIAL GROUP, INC. 401(k) PLAN
NOTES TO
FINANCIAL STATEMENTS
NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Concentration
of Credit Risk
: At December 31, 2009 and 2008, approximately
3% and 11%, respectively, of the Plan's net assets were invested in The South
Financial Group Unitized Stock Fund.
Investment
Valuation and Income Recognition
: Investments are reported at
fair value. Fair value is the price that would be received to sell an
asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. See Note 4 for discussion of fair value
measurements.
Purchases
and sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on
the ex-dividend date. Net appreciation includes the Plan’s gains and losses on
investments bought and sold as well as held during the year.
Payment
of Benefits
: Benefits are recorded when
paid.
Recently
Issued Accounting Pronouncements:
In June 2009, the
Financial Accounting Standards Board (FASB) issued guidance under ASC 105,
Generally
Accepted Accounting Principles
, which was formerly referred to as FASB
Statement of Financial Accounting Standards No. 168,
The
FASB Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles — a replacement of FASB Statement No. 162
.
This guidance establishes the FASB Accounting Standards Codification (the
Codification) as the source of authoritative U.S. generally accepted accounting
principles (GAAP) for nongovernmental entities. The Codification supersedes
all existing non-SEC accounting and reporting standards. Rules and interpretive
releases of the SEC under authority of federal security laws remain
authoritative GAAP for SEC registrants. This guidance and the Codification are
effective for financial statements issued for interim and annual periods ending
after September 15, 2009. As the Codification did not change existing GAAP,
the adoption did not have an impact on the Plan’s financial condition or results
of operations.
In
April 2009, the FASB issued guidance under ASC 820, which was formerly
referred to as FASB Staff Position (FSP) FAS 157-4,
Determining
Fair Value When the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not
Orderly
. This guidance addresses the factors that determine whether there
has been a significant decrease in the volume and level of activity for an asset
or liability when compared to the normal market activity. Under this guidance,
if the reporting entity has determined that the volume and level of activity has
significantly decreased and the transactions are not orderly, further analysis
is required and significant adjustments to the quoted prices or transactions may
be needed. This guidance was effective for interim and annual reporting periods
ending after June 15, 2009, and management’s adoption on April 1, 2009 did
not have a material impact on the financial condition or results of operations.
The adoption did not have an impact on the Plan’s financial condition or results
of operations.
In
September 2009, the FASB issued ASC Update 2009-12,
Fair
Value Measurements and Disclosures
(Topic 820):
Investments
in Certain Entities That Calculate Net Asset Value per Share (or Its
Equivalent)
. This update provides guidance in estimating the fair value
of a company’s investments in investment companies when the investment does not
have a readily determinable fair value.
THE SOUTH
FINANCIAL GROUP, INC. 401(k) PLAN
NOTES TO
FINANCIAL STATEMENTS
NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
It
permits the use of the investment’s net asset value as a practical expedient to
determine fair value. This guidance also required additional disclosure of the
attributes of these investments such as: (i) the nature of any restrictions
on the reporting entity’s ability to redeem its investment; (ii) unfunded
commitments; and (iii) investment strategies of the investees. This
guidance is effective for periods ending after December 15, 2009. The
adoption did not have a material impact on the Plan’s financial condition or
results of operations and all applicable disclosures are included in these
financial statements.
In
January 2010, the FASB issued ASC Update 2010-06,
Fair
Value Measurements and Disclosures
(Topic 820):
Improving
Disclosures about Fair Value Measurements
. This guidance amends Topic 820
that requires the reporting entity to disclose additional information on:
(i) significant transfers in and out of Levels 1 and 2 measurements and
reasons for the transfers; (ii) Level 3 gross purchases, sales, issuances,
and settlements information; (iii) measurement disclosures by classes of
assets and liabilities; and (iv) a description of the valuation techniques
and inputs used to measure fair value is required for both recurring and
nonrecurring fair value measurements. This guidance is effective for reporting
periods beginning after December 15, 2009, except for the requirement to provide
Level 1 and 2 activities, which will be effective for fiscal years beginning
after December 15, 2010 and interim periods within those fiscal years. The
adoption of this guidance did not have a material impact on the Plan’s financial
condition or results of operations. Management does not expect that the adoption
of the guidance for Level 1 and 2 activities will have a material impact on
the financial condition or results of operations.
In
February 2010, the FASB issued ASC Update 2010-09,
Subsequent
Events
(Topic 855):
Amendments
to Certain Recognition and Disclosure Requirements
. This guidance: (i)
incorporates the definition of the term “SEC filer” as an entity that is
required to file or furnish its financial statements with the Security Exchange
Commission (SEC) or other agencies and no longer requires SEC filers to
disclose the date through which subsequent events have been evaluated in
originally and revised financial statements; (ii) requires conduit bond
obligors to evaluate subsequent events through the date the financial statements
are issued; and (iii) replaces the term “reissuance of financial
statements” with “revised financial statements,” which is defined as financial
statements restated to correct an error and issued to reflect a retrospective
application of U.S. GAAP. The adoption of the guidance is effective
immediately.
Subsequent
Events
: The Plan evaluates events that occur after the date of
the financial statements but before the statements are issued or available to be
issued.
THE SOUTH
FINANCIAL GROUP, INC. 401(k) PLAN
NOTES TO
FINANCIAL STATEMENTS
NOTE
3 - INVESTMENTS
The
following presents investments that represent 5 percent or more of the Plan’s
net assets at the end of the year:
|
|
2009
|
|
|
2008
|
|
Dodge
& Cox Stock Fund
|
|
$
|
--
|
|
|
$
|
5,606,404
|
|
Eaton
Vance Large Cap Value Fund
|
|
|
6,553,453
|
|
|
|
--
|
|
American
Funds – Growth Fund of America
|
|
|
6,329,056
|
|
|
|
4,843,777
|
|
Thornburg
International Value Fund
|
|
|
7,215,045
|
|
|
|
5,576,707
|
|
Federated
Prime Obligations Fund
|
|
|
8,724,667
|
|
|
|
11,183,095
|
|
Vanguard
Institutional Index Fund
|
|
|
6,043,928
|
|
|
|
5,123,709
|
|
The
South Financial Group Unitized Stock Fund
|
|
|
1,973,848
|
*
|
|
|
6,663,668
|
|
T.
Rowe Price Capital Appreciation Fund
|
|
|
5,068,004
|
|
|
|
3,730,099
|
|
Keeley
Small Cap Value Fund
|
|
|
3,521,600
|
|
|
|
2,803,339
|
*
|
*Does not
represent 5 percent for the respective year.
During
2009, the Plan’s investments in mutual funds and money market funds (including
gains and losses on investments bought and sold, as well as held during the
year) appreciated in value by $10,267,467, and the Plan’s investment in The
South Financial Group Unitized Stock Fund depreciated in value by
$5,946,633.
THE SOUTH
FINANCIAL GROUP, INC. 401(k) PLAN
NOTES TO
FINANCIAL STATEMENTS
NOTE
4 - FAIR VALUE MEASUREMENTS
Financial
Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820,
Fair Value Measurements and Disclosures, provides the framework for measuring
fair value. That framework provides a fair value hierarchy that prioritizes the
inputs to valuation techniques used to measure fair value. The hierarchy gives
the highest priority to unadjusted quoted prices in active markets for identical
assets or liabilities (level 1 measurements) and the lowest priority to
unobservable inputs (level 3 measurements). The three levels of the fair value
hierarchy under FASB ASC 820 are described as follows:
|
Level
1
|
Inputs
to the valuation methodology are unadjusted quoted prices for identical
assets or liabilities in active markets that the plan has the ability to
access.
|
|
Level
2
|
Inputs
to the valuation methodology
include
|
|
●
|
quoted
prices for similar assets or liabilities in active
markets;
|
|
●
|
quoted
prices for identical or similar assets or liabilities in inactive
markets;
|
|
●
|
inputs
other than quoted prices that are observable for the asset or
liability;
|
|
●
|
inputs
that are derived principally from or corroborated by observable market
data by correlation or other means.
|
If the
asset or liability has a specified (contractual) term, the level 2 input must be
observable for substantially the full term of the asset or
liability.
|
Level
3
|
Inputs
to the valuation methodology are unobservable and significant to the fair
value measurement.
|
The asset
or liability’s fair value measurement level within the fair value hierarchy is
based on the lowest level of any input that is significant to the fair value
measurement. Valuation techniques used need to maximize the use of observable
inputs and minimize the use of unobservable inputs.
The
following is a description of the valuation methodologies used for assets
measured at fair value. There have been no changes in the
methodologies used at December 31, 2009 and 2008.
The
South Financial Group Unitized Stock Fund
: Valued at closing price of the
underlying securities reported on the active market on which the individual
securities are traded.
Mutual
funds and money market funds
: Valued at the net asset value (NAV) of
shares held by the plan at year end.
Participant
loans
: Valued at amortized cost, which approximates fair
value.
The
preceding methods described may produce a fair value calculation that may not be
indicative of net realized value or reflective of future fair values.
Furthermore, although the plan believes its valuation methods are appropriate
and consistent with other market participants, the use of different
methodologies or assumptions to determine fair value of certain financial
instruments could result in a different fair value measurement at the reporting
date.
THE SOUTH
FINANCIAL GROUP, INC. 401(k) PLAN
NOTES TO
FINANCIAL STATEMENTS
NOTE
4 - FAIR VALUE MEASUREMENTS (continued)
The
following tables set forth by level, within the fair value hierarchy, the plan’s
assets at fair value as of December 31, 2009 and 2008:
Assets
at Fair Value as of December 31, 2009
|
|
Level
1
|
|
|
Level
2
|
|
|
Level
3
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual
funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
Target
retirement date funds
|
|
$
|
7,888,609
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
7,888,609
|
|
Index
funds
|
|
|
12,103,124
|
|
|
|
-
|
|
|
|
-
|
|
|
|
12,103,124
|
|
Growth
funds
|
|
|
17,534,586
|
|
|
|
-
|
|
|
|
-
|
|
|
|
17,534,586
|
|
Value
funds
|
|
|
17,290,098
|
|
|
|
-
|
|
|
|
-
|
|
|
|
17,290,098
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money
market funds
|
|
|
-
|
|
|
|
8,773,910
|
|
|
|
-
|
|
|
|
8,773,910
|
|
Unitized
Stock Fund
|
|
|
-
|
|
|
|
1,973,848
|
|
|
|
-
|
|
|
|
1,973,848
|
|
Participant
loans
|
|
|
-
|
|
|
|
-
|
|
|
|
1,834,998
|
|
|
|
1,834,998
|
|
Total
assets at fair value
|
|
$
|
54,816,417
|
|
|
$
|
10,747,758
|
|
|
$
|
1,834,998
|
|
|
$
|
67,399,173
|
|
Assets
at Fair Value as of December 31, 2008
|
|
Level
1
|
|
|
Level
2
|
|
|
Level
3
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual
funds
|
|
|
|
|
|
|
|
|
|
|
|
|
Target
retirement date funds
|
|
$
|
4,457,111
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
4,457,111
|
|
Index
funds
|
|
|
9,059,791
|
|
|
|
-
|
|
|
|
-
|
|
|
|
9,059,791
|
|
Growth
funds
|
|
|
18,418,294
|
|
|
|
-
|
|
|
|
-
|
|
|
|
18,418,294
|
|
Value
funds
|
|
|
8,380,046
|
|
|
|
-
|
|
|
|
-
|
|
|
|
8,380,046
|
|
Money
market funds
|
|
|
-
|
|
|
|
11,296,339
|
|
|
|
-
|
|
|
|
11,296,339
|
|
Unitized
Stock Fund
|
|
|
-
|
|
|
|
6,663,668
|
|
|
|
-
|
|
|
|
6,663,668
|
|
Participant
loans
|
|
|
-
|
|
|
|
-
|
|
|
|
1,676,117
|
|
|
|
1,676,117
|
|
Total
assets at fair value
|
|
$
|
40,315,242
|
|
|
$
|
17,960,007
|
|
|
$
|
1,676,117
|
|
|
$
|
59,951,366
|
|
THE SOUTH
FINANCIAL GROUP, INC. 401(k) PLAN
NOTES TO
FINANCIAL STATEMENTS
NOTE
4 - FAIR VALUE MEASUREMENTS (continued)
Level
3 Gains and Losses:
The
following table sets forth a summary of changes in the fair value of the Plan’s
level 3 assets for the years ended December 31, 2009 and 2008.
|
|
Level
3 Assets
Year
Ended December 31,
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
Participant
Loans
|
|
|
Participant
Loans
|
|
|
|
|
|
|
|
|
Balance,
beginning of year
|
|
$
|
1,676,117
|
|
|
$
|
1,413,343
|
|
Purchases,
sales, issuances and settlements (net)
|
|
|
158,881
|
|
|
|
262,774
|
|
Balance,
end of year
|
|
$
|
1,834,998
|
|
|
$
|
1,676,117
|
|
NOTE
5 - RELATED-PARTY TRANSACTIONS
The Plan
paid fees of approximately $40,400 to American Pensions, Inc., a wholly-owned
subsidiary of the Company for the cost of recordkeeping services through July 2,
2009. American Pensions, Inc. was sold July 2, 2009 and is no longer
a subsidiary of the Company.
At
December 31, 2009 and 2008, the Plan held the following related-party
investments (at fair value):
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
The South
Financial Group Unitized Stock Fund
|
|
$
|
1,973,848
|
|
|
$
|
6,663,668
|
|
Loans to
participants
|
|
|
1,834,998
|
|
|
|
1,676,117
|
|
Approximately
$64,100 of cash dividends were paid to the Plan by The South Financial Group,
Inc. during 2009 based on shares held by the Plan on the dates of
declaration.
NOTE
6 - PLAN TERMINATION
The
Company has the right under the Plan to discontinue its contributions at any
time and to terminate the Plan subject to the provisions of
ERISA. Although the Company has not expressed any intent to do so, in
the event of plan termination, participants would become 100% vested in their
employer contributions and earnings thereon.
THE SOUTH
FINANCIAL GROUP, INC. 401(k) PLAN
NOTES TO
FINANCIAL STATEMENTS
NOTE
7 - TAX STATUS
The
Internal Revenue Service has determined and informed the Company by a letter
dated September 6, 2007 that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code
(IRC). Although the Plan has been amended since receiving the
determination letter, the plan administrator and the Plan’s tax counsel believe
that the Plan is designed and is currently being operated in compliance with the
applicable requirements of the IRC.
During
2006, the Internal Revenue Service (“IRS”) began an audit of the 2005 plan year.
The Company received a letter from the IRS on September 9, 2009 that closed the
audit with no penalty.
NOTE
8 - RISKS AND UNCERTAINTIES
The Plan
invests in various investment securities, which are exposed to various risks
such as interest rate, market and credit risks. Due to the level of
risk associated with certain investment securities, it is at least reasonably
possible that changes in the values of investment securities will occur in the
near term and that such changes could materially affect the amounts reported in
the statements of net assets available for benefits and participants’ account
balances.
NOTE
9 - EXCESS CONTRIBUTIONS
The Plan
failed to pass the Average Deferral Percentage (ADP) Test for the Plan year
ended December 31, 2009. During 2009, certain participant
contributions exceeded the limits as prescribed by the Internal Revenue
Code. The accompanying Statement of Net Assets Available for Benefits
includes a liability for $91,830 related to the excess participant contributions
payable to participants. Excess employee deferral contributions of
$91,830 were returned to participants by March 15, 2010, as required to satisfy
the relevant nondiscrimination provisions of the Plan.
NOTE
10 - NONEXEMPT TRANSACTIONS
During
2009 the Company inadvertently failed to make catch-up contributions withheld
from pay for one participant in the amount of approximately
$3,100. Lost earnings on the contribution were calculated based on
the date the deferrals were withheld compared to the date of the deposit into
the trust fund account. The Company deposited the full amount of the
deferral plus lost earnings during 2009.
NOTE
11 - SUBSEQUENT EVENTS
The South
Financial Group, Inc. 401(k) Plan restated its plan document effective January
1, 2010 to comply with The Economic Growth and Tax Relief Reconciliation Act of
2001 and the Job Creation and Workers Assistance Act of 2002. This
restatement is also intended to comply with all applicable rulings and
Regulations promulgated thereunder. The plan filed an Application of
Favorable Determination with the Internal Revenue Service on January 29,
2010.
THE SOUTH
FINANCIAL GROUP, INC. 401(k) PLAN
NOTES TO
FINANCIAL STATEMENTS
NOTE
11 - SUBSEQUENT EVENTS (continued)
On May
16, 2010, the Company entered into a definitive agreement with The
Toronto-Dominion Bank (“TD”) providing for the merger of The South Financial
Group, Inc. and a wholly-owned subsidiary of TD. Completion of the
merger requires, among other things, the approval of the Company’s shareholders
and customary regulatory approvals. Under the terms of the agreement,
shareholders of The South Financial Group, Inc., at each shareholder’s election,
will receive $0.28 in cash or 0.004 shares of TD common stock per The South
Financial Group, Inc. common share. The definitive agreement was
included as Exhibit 2.1 in the Company’s Current Report on Form 8-K dated May
20, 2010, as filed with the Securities and Exchange Commission. The
unitized price per-share value of The Unitized Stock Fund, which consists
principally of The South Financial Group, Inc. common stock and uninvested cash,
was $0.75 at December 31, 2009 and declined to $0.36 at June 24,
2010. As a result, the value of the Unitized Stock Fund held by the
Plan declined approximately $1,045,000 after year-end primarily related to the
announcement of the definitive agreement with TD.
On April
1, 2010, the Company reduced its discretionary matching percentage to zero and
replaced it with a one-time discretionary contribution up to $2,750,000, with
the specific dollar amount to be determined after the end of the Plan
year.
THE
SOUTH FINANCIAL GROUP, INC. 401(k)
PLAN
SCHEDULE
H, LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December
31, 2009
|
|
Plan
Name: The South Financial Group, Inc. 401(k) Plan
|
|
|
|
|
|
|
|
|
Plan
Number: 001
|
|
|
|
|
|
|
|
|
|
EIN
#: 57-0824914
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
a )
|
|
(
b )
|
(
c )
|
|
(
d )
|
|
|
(
e )
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Identity
of issue, borrower, lessor or similar party
|
Description
of
investment
including
maturity
date, rate of
interest,
collateral, par or
maturity
value
|
|
Cost
|
|
|
Current
Value
|
|
|
|
AMERICAN
FUNDS - GROWTH FUND OF AMERICA
|
Mutual
fund
|
|
|
**
|
|
|
$
|
6,329,056
|
|
|
|
COLUMBIA
ACORN Z FUND
|
Mutual
fund
|
|
|
**
|
|
|
|
1,143,151
|
|
|
|
EATON
VANCE LARGE CAP VALUE FUND
|
Mutual
fund
|
|
|
**
|
|
|
|
6,553,453
|
|
|
|
FEDERATED
PRIME OBLIGATIONS FUND
|
Money
market fund
|
|
|
**
|
|
|
|
8,724,667
|
|
|
|
KEELEY
SMALL CAP VALUE FUND
|
Mutual
fund
|
|
|
**
|
|
|
|
3,521,600
|
|
|
|
PIMCO
TOTAL RETURN FUND
|
Mutual
fund
|
|
|
**
|
|
|
|
2,766,813
|
|
|
|
THE
SOUTH FINANCIAL GROUP UNITIZED STOCK FUND
|
Unitized
stock fund
|
|
|
**
|
|
|
|
1,973,848
|
|
|
*
|
|
T.
ROWE PRICE CAPITAL APPRECIATION FUND
|
Mutual
fund
|
|
|
**
|
|
|
|
5,068,004
|
|
|
|
|
THORNBURG
INTERNATIONAL VALUE FUND
|
Mutual
fund
|
|
|
**
|
|
|
|
7,215,045
|
|
|
|
|
VANGUARD
PRIME MONEY MARKET FUND
|
Money
market fund
|
|
|
**
|
|
|
|
49,243
|
|
|
|
|
VANGUARD
TARGET RETIREMENT FUND - 2005
|
Money
market fund
|
|
|
**
|
|
|
|
233,505
|
|
|
|
|
VANGUARD
TARGET RETIREMENT FUND - 2015
|
Mutual
fund
|
|
|
**
|
|
|
|
1,912,119
|
|
|
|
|
VANGUARD
TARGET RETIREMENT FUND - 2025
|
Mutual
fund
|
|
|
**
|
|
|
|
2,276,362
|
|
|
|
|
VANGUARD
TARGET RETIREMENT FUND - 2035
|
Mutual
fund
|
|
|
**
|
|
|
|
1,825,139
|
|
|
|
|
VANGUARD
TARGET RETIREMENT FUND - 2045
|
Mutual
fund
|
|
|
**
|
|
|
|
1,641,484
|
|
|
|
|
VANGUARD
TOTAL BOND INDEX FUND
|
Mutual
fund
|
|
|
**
|
|
|
|
2,504,971
|
|
|
|
|
VANGUARD
INSTITUTIONAL INDEX FUND
|
Mutual
fund
|
|
|
**
|
|
|
|
6,043,928
|
|
|
|
|
VANGUARD
MID CAP INDEX FUND
|
Mutual
fund
|
|
|
**
|
|
|
|
3,019,391
|
|
|
|
|
VANGUARD
SMALL CAP INDEX FUND
|
Mutual
fund
|
|
|
**
|
|
|
|
534,834
|
|
|
|
|
VANGUARD
WELLESLEY FUND
|
Mutual
fund
|
|
|
**
|
|
|
|
2,227,562
|
|
|
*
|
|
PARTICIPANT
LOANS
|
Interest
rates from 3.25% to 8.25%
|
|
|
**
|
|
|
|
1,834,998
|
|
|
|
|
|
|
|
|
|
|
|
$
|
67,399,173
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*Indicates
party-in-interest to the Plan
|
|
|
|
|
|
|
|
|
|
**All
assets are participant directed. Cost information is not
required
|
|
|
|
|
|
|
|
|
|
THE
SOUTH FINANCIAL GROUP, INC. 401(k) PLAN
SCHEDULE
H, LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December
31, 2009
Plan
Name: The South Financial Group, Inc. 401(k) Plan
|
|
|
|
|
|
|
|
Plan
Number: 001
|
|
|
|
|
|
|
|
|
|
EIN
#: 57-0824914
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Identity
of issue, borrower, lessor or similar party
|
|
Participant
contributions
transferred
late to plan
|
|
|
Contributions
not
corrected
|
|
|
Total
late
contributions
fully
corrected
|
|
Late
Remittance for Pay Period Ended May 31, 2009
|
|
|
$3,143
|
|
|
|
-
|
|
|
|
$3,143
|
|
SIGNATURES
THE PLAN.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
|
|
The South Financial
Group, Inc. 401(k) Plan
|
|
|
(Name of
Plan)
|
|
|
|
|
|
|
|
|
|
Date: June
28, 2010
|
By:
|
/s/ David Bell
|
|
|
Director of
Compensation – Benefits
|
|
|
Plan
Administrator
|
|
|
|
South Financial (NASDAQ:TSFG)
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