8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 2, 2008

THE COLONIAL BANCGROUP, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	1-13508	63-0661573
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

100 Colonial Bank Blvd.

Montgomery, Alabama 36117

(Address of principal executive offices)

(334) 676-5000

(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

The Colonial BancGroup, Inc. is furnishing additional information for public dissemination and use by the Company’s shareholders.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Exhibit
99.1	Capital and liquidity presentation.

This report includes “forward-looking statements” within the meaning of the federal securities laws. Words such as “believes,” “estimates,” “plans,” “expects,” “should,” “may,” “might,” “outlook,” “potential” and “anticipates,” the negative of these terms and similar expressions, as they relate to The Colonial BancGroup, Inc. (BancGroup) (including its subsidiaries or its management), are intended to identify forward-looking statements. The forward-looking statements in this report are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by such statements. In addition to factors mentioned elsewhere in this report or previously disclosed in BancGroup’s SEC reports (accessible on the SEC’s website at www.sec.gov or on BancGroup’s website at www.colonialbank.com), the following factors, among others, could cause actual results to differ materially from forward-looking statements, and future results could differ materially from historical performance. These factors are not exclusive:

• losses to our loan portfolio are greater than estimated or expected;

• an inability to raise additional capital on terms and conditions that are satisfactory;

• the impact of current economic conditions on our ability to borrow additional funds to meet our liquidity needs;

• economic conditions affecting real estate values and transactions in BancGroup’s market and/or general economic conditions, either nationally or regionally, that are less favorable then expected;

• changes in the interest rate environment which expand or reduce margins or adversely affect critical estimates as applied and projected returns on investments;

• deposit attrition, customer loss, or revenue loss in the ordinary course of business;

• increases in competitive pressure in the banking industry and from non-banks;

• costs or difficulties related to the integration of the businesses of BancGroup and institutions it acquires are greater than expected;

• the inability of BancGroup to realize elements of its strategic plans for 2008 and beyond;

• natural disasters in BancGroup’s primary market areas result in prolonged business disruption or materially impair the value of collateral securing loans;

• management’s assumptions and estimates underlying critical accounting policies prove to be inadequate or materially incorrect or are not borne out by subsequent events;

• the impact of recent and future federal and state regulatory changes;

• current and future litigation, regulatory investigations, proceedings or inquiries;

• strategies to manage interest rate risk may yield results other than those anticipated;

• changes which may occur in the regulatory environment;

• a significant rate of inflation (deflation);

• acts of terrorism or war; and

• changes in the securities markets.

Many of these factors are beyond BancGroup’s control. The reader is cautioned not to place undue reliance on any forward looking statements made by or on behalf of BancGroup. Any such statement speaks only as of the date the statement was made or as of such date that may be referenced within the statement. BancGroup does not undertake any obligation to update or revise any forward-looking statements.

3

SIGNATURE

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 hereunto duly authorized.

THE COLONIAL BANCGROUP, INC
By	/s/    T. BRENT HICKS
	T. Brent Hicks
	Senior Vice President and Chief Accounting Officer

Date: June 2, 2008

4

EX-99.1

Colonial BancGroup

June 2008

Exhibit 99.1

2

Forward Looking Statements

This

presentation

includes

“forward-looking

statements”

within

the

meaning

of

the

federal

securities

laws.

Words

such

as

“believes,”

“estimates,”

“plans,”

“expects,”

“should,”

“may,”

“might,”

“outlook,”

“potential”

and

“anticipates,”

the

negative

of

these

terms

and

similar

expressions,

as

they

relate

to

The

Colonial

BancGroup,

Inc.

(BancGroup)

(including

its

subsidiaries

or

its

management),

are

intended

to

identify

forward-looking

statements.

The

forward-looking

statements

in

this

presentation

are

subject

to

risks

and

uncertainties

that

could

cause

actual

results

to

differ

materially

from

those

expressed

in

or

implied

by

such

statements.

In

addition

to

factors

mentioned

elsewhere

in

this

presentation

or

previously

disclosed

in

BancGroup’s

SEC

reports

(accessible

on

the

SEC’s

website

at

www.sec.gov

or

on

BancGroup’s

website

at

www.colonialbank.com),

the

following

factors,

among

others,

could

cause

actual

results

to

differ

materially

from

forward-looking

statements

and

future

results

could

differ

materially

from

historical

performance.

These

factors

are

not

exclusive:

losses to our loan portfolio are greater than estimated or expected;

an inability to raise additional capital on terms and conditions that are satisfactory;

the impact of current economic conditions on our ability to borrow additional funds to meet our liquidity needs;

economic conditions affecting real estate values and transactions in BancGroup’s market and/or general economic     

conditions, either nationally or regionally, that are less favorable then expected;

changes in the interest rate environment which expand or reduce margins or adversely affect critical estimates as applied

and projected returns on investments;

deposit attrition, customer loss, or revenue loss in the ordinary course of business;

increases in competitive pressure in the banking industry and from non-banks;

costs or difficulties related to the integration of the businesses of BancGroup and institutions it acquires are greater than

expected;

the inability of BancGroup to realize elements of its strategic plans for 2008 and beyond;

natural disasters in BancGroup’s primary market areas which result in prolonged business disruption or materially impair

the value of collateral securing loans;

management’s assumptions and estimates underlying critical accounting policies prove to be inadequate or materially

incorrect or are not borne out by subsequent events;

the impact of recent and future federal and state regulatory changes;

current or future litigation, regulatory investigations, proceedings or inquiries;

strategies to manage interest rate risk may yield results other than those anticipated;

changes which may occur in the regulatory environment;

a significant rate of inflation (deflation);

unanticipated litigation or claims;

acts of terrorism or war; and

changes in the securities markets.

Many of these factors are beyond BancGroup’s control. The reader is cautioned not to place undue reliance on any forward looking statements made

by or on behalf of BancGroup. Any such statement speaks only as of the date the statement was made or as of such date that may be referenced within

the statement. BancGroup does not undertake any obligation to update or revise any forward-looking statements.

3

Tier 1 Leverage Ratio

Peer Median = 7.30

Peer Median = 8.60

Tier 1 Capital Ratio

Total Risk Based Capital Ratio

Peer Median = 11.87

Equity Issuance Improved Capital to

Peer Median Levels or Above

Regulatory Capital Position as of 3/31/08

1

3/31/08

proforma

with

$350mm

in

common

stock

issuance,

$333mm

net

2

As

reported

Note:

Some

institutions

have

issued

capital

since

3/31/08,

however

the

data

is

not

readily

available

Source: SNL Financial

9.0

8.5

8.4

8.3

8.2

8.1

7.8

7.2

7.2

7.0

7.0

6.6

6.6

6.2

7.35

6.1

2

14.1

13.0

12.5

12.4

12.1

11.9

11.9

11.8

11.8

11.3

10.9

11.0

11.0

11.0

11.1

11.2

13.7

1

12.0

2

10.7

10.0

9.7

9.4

9.3

9.1

9.1

9.0

7.7

7.6

7.6

7.4

7.3

7.2

7.9

8.2

8.1

2

9.7

1

7.35¹

4

Significant Capital Cushion

After Tax

PreTax

Tier 1 Leverage

6.10%

7.35%

626,000

$     

948,000

$     

5.00%

Tier 1 Capital

8.05%

9.70%

746,000

1,131,000

6.00%

Total Risk Based Capital

12.00%

13.66%

737,000

1,116,000

10.00%

Reported

1Q08   

3/31/08

Well

Capitalized

Ratios

Proforma after 

$333 million

Capital Raise

3/31/08

Capital in Excess of Well

Capitalized Minimums   

(in 000's)

$500 Million Change in Assets

100% Risk Weighted

Tier 1 Leverage

± 0.14%

Tier 1 Capital

± 0.25%

Total Risk Based Capital

± 0.35%

5

Short Term

Borrowings

5%

CD's > $100k

15%

Long Term

Borrowings

17%

Brokered

Deposits

8%

Core

Deposits 55%

Strong Liquidity Position

3/31/08 Funding Position

Total $25 Billion

Available sources of funding are

estimated to be $5.3 billion

Sources include: Fed funds, FHLB

availability, brokered deposits and available

collateral

Retail franchise provides the most

important source of funding

•

Deposits comprise 78% of total

funding and funds 70% of total

assets

Loan to Deposit Ratio of 83.5%

No corporate debt maturities in

2008 –

no rollover risk to

institutional market

6

Superior Liquidity Position Driven by

Valuable Franchise

3/31/08

Loan

to

Deposit

Ratio

1

1.35

1.19

1.16

1.14

1.14

1.13

1.09

1.08

1.08

1.06

1.06

1.06

1.05

0.84

0.92

0.93

0.95

Peer Median = 1.08

Source: SNL Financial

1

Period end balances

7

1

Source: SNL Financial

Valuable Franchise –

Not Factored Into

Share Price

3/31/08 Deposits    

(in 000's)

Median Deposit

Premium for

Acquisitions

Since 1/1/07

1   

Implied Value of

Deposits            

(in 000's)

Alabama

4,198,142

$       

19.5

%

819,000

$          

Florida

10,962,668

22.8

2,499,000

Texas

758,171

18.6

141,000

Nevada

667,697

17.8

119,000

Georgia

743,497

22.2

165,000

Branch Deposits

17,330,175

3,743,000

Corporate Treasury/Other

1,941,153

-

-

19,271,328

$     

3,743,000

$       

Implied Value of Deposits -

Per Share

$18.62

8

Colonial’s capital is significantly above well-capitalized levels

We believe our capital is more than adequate to weather the current

credit cycle

Raised capital proactively to ensure that the Company could withstand

unexpected credit losses

•

$300 million REIT Preferred Issued in May 2007

•

$250 million subordinated debt issued in March 2008

•

$350 million of common stock issued in April 2008

Liquidity is strong –

low loan to deposit ratio

No off-balance sheet items

Significant insider buying of CNB

•

Insiders bought over 3.7 million shares or approximately 2% of

outstanding shares over the past 12 months

2008 Summary