form10q033110.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2010

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number: 0-13358

CAPITAL CITY BANK GROUP, INC.

(Exact name of registrant as specified in its charter)

Florida		59-2273542
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

217 North Monroe Street, Tallahassee, Florida		32301
(Address of principal executive office)		(Zip Code)

(850) 402-7000

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (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. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

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 definitions of "large accelerated filer”, “accelerated filer", and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer x	Non-accelerated filer o	Smaller reporting company o
		(Do not check if smaller reporting company)

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

At April 30, 2010, 17,063,126 shares of the Registrant's Common Stock, $.01 par value, were outstanding.

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CAPITAL CITY BANK GROUP, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED MARCH 31, 2010

TABLE OF CONTENTS

PART I – Financial Information		Page

Item 1.	Consolidated Financial Statements (Unaudited)
	Consolidated Statements of Financial Condition – March 31, 2010 and December 31, 2009	4
	Consolidated Statements of Income – Three Months Ended March 31, 2010 and 2009	5
	Consolidated Statement of Changes in Shareowners’ Equity – Three Months Ended March 31, 2010	6
	Consolidated Statements of Cash Flow – Three Months Ended March 31, 2010 and 2009	7
	Notes to Consolidated Financial Statements	8

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3.	Quantitative and Qualitative Disclosure About Market Risk	33

Item 4.	Controls and Procedures	33

PART II – Other Information

Item 1.	Legal Proceedings	33

Item 1A.	Risk Factors	33

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33

Item 3.	Defaults Upon Senior Securities	33

Item 4.	Removed and Reserved	33

Item 5.	Other Information	33

Item 6.	Exhibits	34

Signatures		35

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INTRODUCTORY NOTE

Caution Concerning Forward-Looking Statements

This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, among others, statements about our beliefs, plans, objectives, goals, expectations, estimates and intentions that are subject to significant risks and uncertainties and are subject to change based on various factors, many of which are beyond our control. The words "may," "could," "should," "would," "believe," "anticipate," "estimate," "expect," "intend," "plan," "target," "goal," and similar expressions are intended to identify forward-looking statements.

All forward-looking statements, by their nature, are subject to risks and uncertainties. Our actual future results may differ materially from those set forth in our forward-looking statements.

Our ability to achieve our financial objectives could be adversely affected by the factors discussed in detail in Part I, Item 2., “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part II, Item 1A. “Risk Factors” in this Quarterly Report on Form 10-Q, the following sections of our Annual Report on Form 10-K for the year ended December 31, 2009 (the “2009 Form 10-K”): (a) “Introductory Note” in Part I, Item 1. “Business”; (b) “Risk Factors” in Part I, Item 1A., as updated in our subsequent quarterly reports filed on Form 10-Q, and (c) “Introduction” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in Part II, Item 7. as well as:

§	legislative or regulatory changes;

§	the strength of the United States economy in general and the strength of the local economies in which we conduct operations;

§	the accuracy of our financial statement estimates and assumptions, including the estimate for our loan loss provision;

§	the effects of the health and soundness of other financial institutions, including the FDIC’s need to increase Deposit Insurance Fund assessments;

§	our ability to declare and pay dividends;

§	changes in the securities and real estate markets;

§	changes in monetary and fiscal policies of the U.S. Government;

§	inflation, interest rate, market and monetary fluctuations;

§	the frequency and magnitude of foreclosure of our loans;

§	the effects of our lack of a diversified loan portfolio, including the risks of geographic and industry concentrations;

§	our need and our ability to incur additional debt or equity financing;

§	our ability to integrate the business and operations of companies and banks that we have acquired, and those we may acquire in the future;

§	the effects of harsh weather conditions, including hurricanes;

§	our ability to comply with the extensive laws and regulations to which we are subject;

§	the willingness of clients to accept third-party products and services rather than our products and services and vice versa;

§	increased competition and its effect on pricing;

§	technological changes;

§	the effects of security breaches and computer viruses that may affect our computer systems;

§	changes in consumer spending and saving habits;

§	growth and profitability of our noninterest income;

§	changes in accounting principles, policies, practices or guidelines;

§	the limited trading activity of our common stock;

§	the concentration of ownership of our common stock;

§	anti-takeover provisions under federal and state law as well as our Articles of Incorporation and our Bylaws;

§	other risks described from time to time in our filings with the Securities and Exchange Commission; and

§	our ability to manage the risks involved in the foregoing.

However, other factors besides those referenced also could adversely affect our results, and you should not consider any such list of factors to be a complete set of all potential risks or uncertainties. Any forward-looking statements made by us or on our behalf speak only as of the date they are made. We do not undertake to update any forward-looking statement, except as required by applicable law.

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PART I. FINANCIAL INFORMATION

Item 1. CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

CAPITAL CITY BANK GROUP, INC.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

AS OF MARCH 31, 2010 AND DECEMBER 31, 2009

(Dollars In Thousands, Except Share Data)	March 31, 2010			December 31, 2009
ASSETS
Cash and Due From Banks	$	52,615		$	57,877
Federal Funds Sold and Interest Bearing Deposits		293,413			276,416
Total Cash and Cash Equivalents		346,028			334,293

Investment Securities, Available-for-Sale		217,606			176,673

Loans, Net of Unearned Interest		1,851,621			1,915,940
Allowance for Loan Losses		(41,198	)		(43,999	)
Loans, Net		1,810,423			1,871,941

Premises and Equipment, Net		117,055			115,439
Goodwill		84,811			84,811
Other Intangible Assets		3,320			4,030
Other Real Estate Owned		46,444			36,134
Other Assets		89,416			85,003
Total Assets	$	2,715,103		$	2,708,324

LIABILITIES
Deposits:
Noninterest Bearing Deposits	$	446,855		$	427,791
Interest Bearing Deposits		1,836,085			1,830,443
Total Deposits		2,282,940			2,258,234

Short-Term Borrowings		18,900			35,841
Subordinated Notes Payable		62,887			62,887
Other Long-Term Borrowings		50,679			49,380
Other Liabilities		37,738			34,083
Total Liabilities		2,453,144			2,440,425

SHAREOWNERS' EQUITY
Preferred Stock, $.01 par value, 3,000,000 shares authorized; no shares outstanding		-			-
Common Stock, $.01 par value, 90,000,000 shares authorized; 17,063,123 and 17,036,407 shares issued and outstanding at March 31, 2010 and December 31, 2009, respectively		171			170
Additional Paid-In Capital		36,816			36,099
Retained Earnings		239,755			246,460
Accumulated Other Comprehensive Loss, Net of Tax		(14,783	)		(14,830	)
Total Shareowners' Equity		261,959			267,899
Total Liabilities and Shareowners' Equity	$	2,715,103		$	2,708,324

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

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CAPITAL CITY BANK GROUP, INC.

CONSOLIDATED STATEMENTS OF INCOME

FOR THE THREE MONTHS ENDED MARCH 31

(Unaudited)

	Three Months Ended
(Dollars in Thousands, Except Per Share Data)	2010			2009
INTEREST INCOME
Interest and Fees on Loans	$	26,992		$	29,537
Investment Securities:
U.S. Treasuries		103			162
U.S. Government Agencies		320			530
States and Political Subdivisions		490			737
Other Securities		77			84
Federal Funds Sold		172			3
Total Interest Income		28,154			31,053

INTEREST EXPENSE
Deposits		2,938			2,495
Short-Term Borrowings		17			68
Subordinated Notes Payable		651			927
Other Long-Term Borrowings		526			568
Total Interest Expense		4,132			4,058

NET INTEREST INCOME		24,022			26,995
Provision for Loan Losses		10,740			8,410
Net Interest Income After Provision For Loan Losses		13,282			18,585

NONINTEREST INCOME
Service Charges on Deposit Accounts		6,628			6,698
Data Processing		900			870
Asset Management Fees		1,020			970
Securities Transactions		5			-
Mortgage Banking Fees		508			584
Bank Card Fees		2,840			2,877
Other		2,066			2,043
Total Noninterest Income		13,967			14,042

NONINTEREST EXPENSE
Salaries and Associate Benefits		16,779			17,237
Occupancy, Net		2,408			2,345
Furniture and Equipment		2,181			2,338
Intangible Amortization		710			1,011
Other		11,306			9,326
Total Noninterest Expense		33,384			32,257

(LOSS) INCOME BEFORE INCOME TAXES		(6,135	)		370
Income Tax Benefit		(2,672	)		(280	)

NET (LOSS) INCOME	$	(3,463	)	$	650

Basic Net Income Per Share	$	(0.20	)	$	0.04
Diluted Net Income Per Share	$	(0.20	)	$	0.04

Average Basic Shares Outstanding		17,057,061			17,109,228
Average Diluted Shares Outstanding		17,069,550			17,130,810

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

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CAPITAL CITY BANK GROUP, INC.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREOWNERS' EQUITY

(Unaudited)

(Dollars In Thousands, Except Share Data)	Shares Outstanding		Common Stock		Additional Paid-In Capital		Retained Earnings			Accumulated Other Comprehensive Income, Net of Taxes			Total

Balance, December 31, 2009	17,036,407	$	170	$	36,099	$	246,460		$	(14,830	)	$	267,899
Comprehensive Income:
Net Loss	-		-		-		(3,463	)		-			(3,463	)
Net Change in Unrealized Gain On Available-for-Sale Securities (net of tax)	-		-		-		-			47			47
Total Comprehensive Income	-		-		-								(3,416	)
Cash Dividends ($.1900 per share)	-		-		-		(3,242	)		-			(3,242	)
Stock Performance Plan Compensation	-		-		358		-			-			358
Issuance of Common Stock	26,716		1		359		-			-			360

Balance, March 31, 2010	17,063,123	$	171	$	36,816	$	239,755		$	(14,783	)	$	261,959

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

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CAPITAL CITY BANK GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31

(Unaudited)

(Dollars in Thousands)	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	$	(3,463	)	$	650
Adjustments to Reconcile Net Income to Cash Provided by Operating Activities:
Provision for Loan Losses		10,740			8,410
Depreciation		1,689			1,678
Net Securities Amortization		689			455
Amortization of Intangible Assets		710			1,011
Gain on Securities Transactions		(5	)		-
Origination of Loans Held-for-Sale		(22,089	)		(41,171	)
Proceeds From Sales of Loans Held-for-Sale		23,963			37,314
Net Gain From Sales of Loans Held-for-Sale		(508	)		(584	)
Non-Cash Compensation		358			(11	)
Decrease (Increase) in Deferred Income Taxes		2,251			(1,321	)
Net Decrease (Increase) in Other Assets		4,218			(6,244	)
Net (Decrease) Increase in Other Liabilities		(2,049	)		13,377
Net Cash Provided By Operating Activities		16,504			13,564

CASH FLOWS FROM INVESTING ACTIVITIES
Securities Available-for-Sale:
Purchases		(69,842	)		(24,755	)
Sales		505			1,067
Payments, Maturities, and Calls		27,379			19,443
Net Decrease (Increase) in Loans		34,312			(17,762	)
Purchase of Premises & Equipment		(3,304	)		(2,507	)
Proceeds From Sales of Premises & Equipment		-			2
Net Cash Used In Investing Activities		(10,950	)		(24,512	)

CASH FLOWS FROM FINANCING ACTIVITIES
Increase (Decrease) in Deposits		24,706			(2,384	)
Net (Decrease) Increase in Short-Term Borrowings		(16,941	)		6,151
Increase in Other Long-Term Borrowings		2,429			2,666
Repayment of Other Long-Term Borrowings		(1,131	)		(691	)
Dividends Paid		(3,242	)		(3,253	)
Repurchase of Common Stock		-			(1,561	)
Issuance of Common Stock		360			629
Net Cash Provided by Financing Activities		6,181			1,557

NET CHANGE IN CASH AND CASH EQUIVALENTS		11,735			(9,391	)

Cash and Cash Equivalents at Beginning of Period		334,293			94,949
Cash and Cash Equivalents at End of Period	$	346,028		$	85,558

Supplemental Disclosure:
Interest Paid on Deposits	$	2,937		$	2,773
Interest Paid on Debt	$	1,192		$	1,558
Taxes Paid	$	166		$	53
Loans Transferred to Other Real Estate Owned	$	15,100		$	3,147
Issuance of Common Stock as Non-Cash Compensation	$	359		$	154
Transfer of Current Portion of Long-Term Borrowings	$	8			-

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

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CAPITAL CITY BANK GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Capital City Bank Group, Inc. (“CCBG” or the “Company”) provides a full range of banking and banking-related services to individual and corporate clients through its subsidiary, Capital City Bank, with banking offices located in Florida, Georgia, and Alabama. The Company is subject to competition from other financial institutions, is subject to regulation by certain government agencies and undergoes periodic examinations by those regulatory authorities.

The unaudited consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission, including Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. Prior period financial statements have been reformatted and amounts reclassified, as necessary, to conform with the current presentation. The Company and its subsidiary follow accounting principles generally accepted in the United States (“GAAP”) and reporting practices applicable to the banking industry. The principles that materially affect its financial position, results of operations and cash flows are set forth in the Notes to Consolidated Financial Statements which are included in the 2009 Form 10-K.

In the opinion of management, the consolidated financial statements contain all adjustments, which are those of a recurring nature, and disclosures necessary to present fairly the financial position of the Company as of March 31, 2010 and December 31, 2009, the results of operations for the three months ended March 31, 2010 and 2009, and cash flows for the three months ended March 31, 2010 and 2009.

NOTE 2 - INVESTMENT SECURITIES

Investment Portfolio Composition. The amortized cost and related market value of investment securities available-for-sale were as follows:

	March 31, 2010
(Dollars in Thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses		Market Value
U.S. Treasury	$	75,471	$	152	$	-	$	75,623
States and Political Subdivisions		93,481		777		39		94,219
Residential Mortgage-Backed Securities		34,423		822		17		35,228
Other Securities(1)		13,236		-		700		12,536
Total Investment Securities	$	216,611	$	1,751	$	756	$	217,606

	December 31, 2009
(Dollars in Thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses		Market Value
U.S. Treasury	$	22,270	$	174	$	-	$	22,444
States and Political Subdivisions		106,455		1,166		71		107,550
Residential Mortgage-Backed Securities		33,375		798		30		34,143
Other Securities(1)		13,236		-		700		12,536
Total Investment Securities	$	175,336	$	2,138	$	801	$	176,673

(1)	Includes Federal Home Loan Bank and Federal Reserve Bank stock recorded at cost of $7.7 million and $4.8 million, respectively, at March 31, 2010, and $7.7 million and $4.8 million, respectively, at December 31, 2009.

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Securities with an amortized cost of $64.7 million and $62.9 million at March 31, 2010 and December 31, 2009, respectively, were pledged to secure public deposits and for other purposes.

The Company’s subsidiary, Capital City Bank, as a member of the Federal Home Loan Bank (“FHLB”) of Atlanta, is required to own capital stock in the FHLB of Atlanta based generally upon the balances of residential and commercial real estate loans, and FHLB advances. FHLB stock of $7.7 million which is included in other securities is pledged to secure FHLB advances. No ready market exists for this stock, and it has no quoted market value. However, redemption of this stock has historically been at par value.

Maturity Distribution. As of March 31, 2010, the Company's investment securities had the following maturity distribution based on contractual maturities:

(Dollars in Thousands)	Amortized Cost		Market Value
Due in one year or less	$	72,122	$	72,727
Due after one through five years		131,038		132,121
Due after five through ten years		215		222
Due over ten years		-		-
No Maturity		12,536		12,536
Total Investment Securities	$	215,911	$	217,606

Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

Other Than Temporarily Impaired Securities. The following table summarizes the investment securities with unrealized losses at March 31, 2010 aggregated by major security type and length of time in a continuous unrealized loss position:

							March 31, 2010
	Less Than 12 Months						Greater Than 12 Months						Total
(Dollars in Thousands)	Market Value			Unrealized Losses			Market Value			Unrealized Losses			Market Value			Unrealized Losses
U.S. Treasury		$	19,384		$	-		$	-		$	-		$	19,384		$	-
U.S. Government Agencies and Corporations			-			-			-			-			-			-
States and Political Subdivisions			4,134			39			-			-			4,134			39
Mortgage-Backed Securities			3,367			12			2,335			5			5,702			17
Other Securities			700			700			-			-			700			700
Total Investment Securities		$	27,585		$	751		$	2,335		$	5		$	29,920		$	756

Management evaluates securities for other than temporary impairment at least quarterly, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to: 1) the length of time and the extent to which the fair value has been less than amortized cost, 2) the financial condition and near-term prospects of the issuer, and 3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for recovery in the fair value above amortized cost. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by rating agencies have occurred, regulatory issues, and analysts’ reports.

At March 31, 2010, the Company had securities of $217.6 million with net unrealized gains of $1.0 million on these securities. Approximately $29.2 million of the investment securities have an unrealized loss totaling $756,000. All positions except one have been in a loss position for less than 12 months. These positions consist of municipal bonds pre-refunded with U.S. Government securities, GNMA mortgage-backed securities which carry the full faith and credit of the U.S. Government, and U.S. Treasury securities. These positions are not considered impaired, and are expected to mature at par or better. Approximately $0.7 million of the unrealized loss is related to one bank preferred stock issue that maintained a zero book value as of March 31, 2010. During the fourth quarter of 2009, the company recorded $0.3 million in credit impairment for this security. No additional impairment was recorded during the first quarter of 2010, but the Company continues to closely monitor the fair value of this security as the subject bank continues to experience negative operating trends.

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NOTE 3 - LOANS

The composition of the Company's loan portfolio was as follows:

(Dollars in Thousands)	March 31, 2010		December 31, 2009
Commercial, Financial and Agricultural	$	169,766	$	189,061
Real Estate-Construction		79,145		111,249
Real Estate-Commercial		729,011		716,791
Real Estate-Residential(1)		395,802		408,578
Real Estate-Home Equity		245,185		246,722
Real Estate-Loans Held-for-Sale		5,218		7,891
Consumer		227,494		235,648
Loans, Net of Unearned Interest	$	1,851,621	$	1,915,940

(1)	Includes loans in process with outstanding balances of $7.1 million and $10.7 million for March 31, 2010 and December 31, 2009, respectively.

Net deferred fees included in loans at March 31, 2010 and December 31, 2009 were $1.9 million and $2.0 million, respectively.

NOTE 4 - ALLOWANCE FOR LOAN LOSSES

An analysis of the changes in the allowance for loan losses for the three month periods ended March 31 was as follows:

(Dollars in Thousands)	2010			2009
Balance, Beginning of Period	$	43,999		$	37,004
Provision for Loan Losses		10,740			8,410
Recoveries on Loans Previously Charged-Off		893			1,029
Loans Charged-Off		(14,429	)		(6,271	)
Reclassification of Unfunded Reserve to Other Liability		(5	)		-
Balance, End of Period	$	41,198		$	40,172

Impaired Loans. Loans are considered impaired when, based on current information and events, it is probable the Company will be unable to collect all amounts due in accordance with the original contractual terms of the loan agreement, including scheduled principal and interest payments. Selected information pertaining to impaired loans is depicted in the table below:

	March 31, 2010				December 31, 2009
(Dollars in Thousands)	Balance		Valuation Allowance		Balance		Valuation Allowance
Impaired Loans:
With Related Valuation Allowance	$	98,876	$	17,566	$	83,986	$	21,066
Without Related Valuation Allowance		22,511		-		27,926		-

NOTE 5 - INTANGIBLE ASSETS

The Company had net intangible assets of $88.1 million and $88.8 million at March 31, 2010 and December 31, 2009, respectively. Intangible assets were as follows:

	March 31, 2010				December 31, 2009
(Dollars in Thousands)	Gross Amount		Accumulated Amortization		Gross Amount		Accumulated Amortization
Core Deposit Intangibles	$	47,176	$	44,605	$	47,176	$	43,943
Goodwill		84,811		-		84,811		-
Customer Relationship Intangible		1,867		1,118		1,867		1,070
Total Intangible Assets	$	133,854	$	45,723	$	133,854	$	45,013

Net Core Deposit Intangibles: As of March 31, 2010 and December 31, 2009, the Company had net core deposit intangibles of $2.6 million and $3.2 million, respectively. Amortization expense for the first three months of 2010 and 2009 was approximately $0.7 million and $1.8 million, respectively. Estimated annual amortization expense for 2010 is $2.5 million.

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Goodwill: As of March 31, 2010 and December 31, 2009, the Company had goodwill, net of accumulated amortization, of $84.8 million. Goodwill is the Company's only intangible asset that is no longer subject to amortization under the provisions of Accounting Standards Codification (“ASC”) 350-20-35-1 (Formerly Statement of Financial Accounting Standards (“SFAS”) No. 142), “Goodwill and Other Intangible Assets.”

The Company’s stock price traded under book value for the first quarter of 2010 and as such a review was performed to determine if this impairment indicator required analysis as required by ASC 350. The Company determined that at March 31, 2010, no further analysis was required and that the carrying value of its goodwill was recoverable and no impairment existed.

Other: As of March 31, 2010 and December 31, 2009, the Company had a customer relationship intangible asset, net of accumulated amortization, of $0.7 million and $0.8 million, respectively. This intangible asset was recorded as a result of the March 2004 acquisition of trust customer relationships from Synovus Trust Company. Amortization expense for the first three months of 2010 and 2009 was approximately $48,000. Estimated annual amortization expense is approximately $191,000 based on use of a 10-year useful life.

NOTE 6 - DEPOSITS

The composition of the Company's interest bearing deposits at March 31, 2010 and December 31, 2009 was as follows:

(Dollars in Thousands)	March 31, 2010		December 31, 2009
NOW Accounts	$	890,570	$	899,649
Money Market Accounts		376,091		373,105
Savings Deposits		130,936		122,370
Other Time Deposits		438,488		435,319
Total Interest Bearing Deposits	$	1,836,085	$	1,830,443

NOTE 7 - STOCK-BASED COMPENSATION

The Company recognizes the cost of stock-based associate stock compensation in accordance with ASC-718-20-05-1 and ASC 718-50-05-01, (formerly SFAS No. 123R), "Share-Based Payment” (Revised) under the fair value method.

As of March 31, 2010, the Company had three stock-based compensation plans, consisting of the 2005 Associate Stock Incentive Plan ("ASIP"), the 2005 Associate Stock Purchase Plan ("ASPP"), and the 2005 Director Stock Purchase Plan ("DSPP"). Total compensation expense associated with these plans for the three months ended March 31, 2010 and 2009 was $390,000 and $184,000, respectively.

ASIP. The Company's ASIP allows the Company's Board of Directors to award key associates various forms of equity-based incentive compensation. Under the ASIP, all participants in this plan are eligible to earn an equity award, in the form of performance shares. The Company, under the terms and conditions of the ASIP, created the 2010 Incentive Plan (“2010 Plan”), which has an award tied to an internally established earnings goal for 2010. The grant-date fair value of the shares eligible to be awarded in 2010 is approximately $913,000. In addition, each plan participant is eligible to receive from the Company a tax supplement bonus equal to 31% of the stock award value at the time of issuance. A total of 58,648 shares are eligible for issuance. For the first three months of 2010, the Company recognized approximately $357,000 in expense related to the ASIP.

A total of 875,000 shares of common stock have been reserved for issuance under the ASIP. To date, the Company has issued a total of 67,031 shares of common stock under the ASIP.

Executive Stock Option Agreement. Prior to 2007, the Company maintained a stock option arrangement for a key executive officer (William G. Smith, Jr. - Chairman, President and CEO, CCBG). The status of the options granted under this arrangement is detailed in the table provided below. In 2007, the Company replaced its practice of entering into a stock option arrangement by establishing a Performance Share Unit Plan under the provisions of the ASIP that allows the executive to earn shares based on the compound annual growth rate in diluted earnings per share over a three-year period. The details of this program for the executive are outlined in a Form 8-K filing dated January 31, 2007. No expense related to this plan was recognized for the first three months of 2010 and 2009 as results fell short of the earnings performance goal.

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A summary of the status of the Company’s option shares as of March 31, 2010 is presented below:

Options	Shares		Weighted-Average Exercise Price		Weighted-Average Remaining Term		Aggregate Intrinsic Value
Outstanding at January 1, 2010		60,384	$	32.79		4.9	$	-
Granted		-		-		-		-
Exercised		-		-		-		-
Forfeited or expired		-		-		-		-
Outstanding at March 31, 2010		60,384	$	32.79		4.6	$	-
Exercisable at March 31, 2010		60,384	$	32.79		4.6	$	-

Compensation expense associated with the aforementioned option shares was fully recognized as of December 31, 2007.

DSPP. The Company's DSPP allows the directors to purchase the Company's common stock at a price equal to 90% of the closing price on the date of purchase. Stock purchases under the DSPP are limited to the amount of the director’s annual cash compensation. The DSPP has 93,750 shares reserved for issuance. A total of 71,037 shares have been issued since the inception of the DSPP. For the first three months 2010, the Company recognized approximately $8,500 in expense related to this plan. For the first three months of 2009, the Company recognized approximately $8,700 in expense related to the DSPP.

ASPP. Under the Company's ASPP, substantially all associates may purchase the Company's common stock through payroll deductions at a price equal to 90% of the lower of the fair market value at the beginning or end of each six-month offering period. Stock purchases under the ASPP are limited to 10% of an associate's eligible compensation, up to a maximum of $25,000 (fair market value on each enrollment date) in any plan year. Shares are issued at the beginning of the quarter following each six-month offering period. The ASPP has 593,750 shares of common stock reserved for issuance. A total of 129,876 shares have been issued since inception of the ASPP. For the first three months of 2010, the Company recognized approximately $24,000 in expense related to the ASPP plan compared to approximately $30,000 in expense for the same period in 2009.

NOTE 8 - EMPLOYEE BENEFIT PLANS

The Company has a defined benefit pension plan covering substantially all full-time and eligible part-time associates and a Supplemental Executive Retirement Plan (“SERP”) covering its executive officers.

The components of the net periodic benefit costs for the Company's qualified benefit pension plan were as follows:

	Three Months Ended March 31,
(Dollars in Thousands)	2010			2009

Discount Rate		5.75	%		6.00	%
Long-Term Rate of Return on Assets		8.00	%		8.00	%

Service Cost	$	1,525		$	1,525
Interest Cost		1,175			1,200
Expected Return on Plan Assets		(1,525	)		(1,275	)
Prior Service Cost Amortization		125			125
Net Loss Amortization		525			750
Net Periodic Benefit Cost	$	1,825		$	2,325

The components of the net periodic benefit costs for the Company's SERP were as follows:

	Three Months Ended March 31,
(Dollars in Thousands)	2010			2009

Discount Rate		5.75	%		6.0	%

Service Cost	$	-		$	5
Interest Cost		42			74
Prior Service Cost Amortization		45			45
Net Gain Amortization		(85)			(5	)
Net Periodic Benefit Cost	$	2		$	119

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NOTE 9 - COMMITMENTS AND CONTINGENCIES

Lending Commitments. The Company is a party to financial instruments with off-balance sheet risks in the normal course of business to meet the financing needs of its clients. These financial instruments consist of commitments to extend credit and standby letters of credit.

The Company’s maximum exposure to credit loss under standby letters of credit and commitments to extend credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in establishing commitments and issuing letters of credit as it does for on-balance sheet instruments. As of March 31, 2010, the amounts associated with the Company’s off-balance sheet obligations were as follows:

(Dollars in Millions)	Amount
Commitments to Extend Credit(1)	$	351
Standby Letters of Credit	$	14

(1)	Commitments include unfunded loans, revolving lines of credit, and other unused commitments.

Commitments to extend credit are agreements to lend to clients so long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

Contingencies. The Company is a party to lawsuits and claims arising out of the normal course of business. In management's opinion, there are no known pending claims or litigation, the outcome of which would, individually or in the aggregate, have a material effect on the consolidated results of operations, financial position, or cash flows of the Company.

Indemnification Obligation. The Company is a member of the Visa U.S.A. network. Visa U.S.A believes that its member banks are required to indemnify Visa U.S.A. for potential future settlement of certain litigation (the “Covered Litigation”). As of March 31, 2010, the Company had approximately $0.8 million accrued for the contingent liability related to Covered Litigation. The Company could be required to separately fund its proportionate share of any Covered Litigation losses, however, it is expected that all or a substantial amount of future settlements will be funded by a litigation escrow account established by Visa Inc.

NOTE 10 - COMPREHENSIVE INCOME

FASB Topic ASC 220, “Comprehensive Income” (Formerly SFAS No. 130), requires that certain transactions and other economic events that bypass the income statement be displayed as other comprehensive income. Comprehensive (loss) income totaled ($3.4 million) for the three months ended March 31, 2010 and $0.9 million for the comparable period in 2009. The Company’s comprehensive income consists of net (loss) income and changes in unrealized gains and losses on securities available-for-sale (net of income taxes) and changes in the pension liability (net of taxes). The after-tax increase in net unrealized gains on securities totaled approximately $47,000 for the three months ended March 31, 2010. Reclassification adjustments consist only of realized gains and losses on sales of investment securities and were not material for the same comparable periods. As of March 31, 2010, total accumulated other comprehensive loss (net of taxes) totaled $14.8 million consisting of a pension liability of $15.4 million and an unrealized gain on investment securities of $0.6 million. For the three month period ended March 31, 2010, there was no change in the Company’s pension liability as this liability is adjusted on an annual basis at December 31st.

NOTE 11 – FAIR VALUE MEASUREMENTS

The Company adopted the provisions of ASC 820-10 (Formerly SFAS No. 157), "Fair Value Measurements," for financial assets and financial liabilities effective January 1, 2008. Subsequently, on January 1, 2009, the Company adopted ASC 820-10-15 (Formerly SFAS No. 157-2) "Effective Date of FASB Statement No. 157" for non-financial assets and non-financial liabilities. ASC 820-10 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements.

ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. The price in the principal (or most advantageous) market used to measure the fair value of the asset or liability shall not be adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact, and (iv) willing to transact.

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ASC 820-10 requires the use of valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount on a discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). Valuation techniques should be consistently applied. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. In that regard, ASC 820-10 establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.

Level 3 Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity's own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.

A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. These valuation methodologies were applied to all of the Company’s financial assets and financial liabilities carried at fair value effective January 1, 2008.

In general, fair value is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality, the Company’s creditworthiness, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time. The Company’s valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While management believes the Company’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

Securities Available for Sale. Securities classified as available for sale are reported at fair value on a recurring basis utilizing Level 1, 2, or 3 inputs. For these securities, the Company obtains fair value measurements from an independent pricing service or a model that uses, as inputs, observable market based parameters. The fair value measurements consider observable data that may include quoted prices in active markets, or other inputs, including dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, and credit information and the bond's terms and conditions.

The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis as of March 31, 2010, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:

(Dollars in Thousands)	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value
March 31, 2010
Securities available for sale:
US Treasury	$	75,623	$	-	$	-	$	75,623
States and Political Subdivisions		4,781		89,438		-		94,219
Residential Mortgage-Backed Securities		-		35,228		-		35,228

December 31, 2009
Securities available for sale:
US Treasury		22, 444		-		-		22,444
States and Political Subdivisions		3,709		103,841		-		107,550
Residential Mortgage-Backed Securities		-		34,143		-		34,143

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Certain financial and non-financial assets measured at fair value on a nonrecurring basis are detailed below; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). Financial and non-financial liabilities measured at fair value on a nonrecurring basis were not significant at March 31, 2010.

Impaired Loans. On a non-recurring basis, certain impaired loans are reported at the fair value of the underlying collateral if repayment is expected solely from the liquidation of collateral. Collateral values are estimated using Level 2 inputs based on customized discounting criteria. Impaired loans had a carrying value of $121.4 million, with a valuation allowance of $17.6 million, resulting in an additional provision for loan losses of $3.5 million for the three month period ended March 31, 2010.

Loans Held for Sale. Loans held for sale were $5.2 million as of March 31, 2010. These loans are carried at the lower of cost or fair value and are adjusted to fair value on a non-recurring basis. Fair value is based on observable markets rates for comparable loan products which is considered a Level 2 fair value measurement.

Other Real Estate Owned. During the first three months of 2010, certain foreclosed assets, upon initial recognition, were measured and reported at fair value through a charge-off to the allowance for possible loan losses based on the fair value of the foreclosed asset. The fair value of the foreclosed asset, upon initial recognition, is estimated using Level 2 inputs based on observable market data. Foreclosed assets measured at fair value upon initial recognition totaled $15.1 million during the three months ended March 31, 2010. In addition, the Company recognized subsequent losses totaling $1.5 million for foreclosed assets that were re-valued during the three months ended March 31, 2010. The carrying value of foreclosed assets was $46.4 million at March 31, 2010.

Other Financial Instruments. Many of the Company’s assets and liabilities are short-term financial instruments whose carrying values approximate fair value. These items include Cash and Due From Banks, Interest Bearing Deposits with Other Banks, Federal Funds Sold, Federal Funds Purchased, Securities Sold Under Repurchase Agreements, and Short-Term Borrowings. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. The resulting fair values may be significantly affected by the assumptions used, including the discount rates and estimates of future cash flows.

A detailed description of the valuation methodologies used in estimating the fair value of financial instruments is set forth in the Company’s 2009 Form 10-K.

The Company’s financial instruments that have estimated fair values are presented below:


	March 31, 2010				December 31, 2009
(Dollars in Thousands)	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Financial Assets:
Cash	$	52,615	$	52,615	$	57,877	$	57,877
Short-Term Investments		293,413		293,413		276,416		276,416
Investment Securities		217,606		217,606		176,673		176,673
Loans, Net of Allowance for Loan Losses		1,810,423		1,761,570		1,871,941		1,851,699
Total Financial Assets	$	2,374,057	$	2,325,204	$	2,382,907	$	2,362,665

Financial Liabilities:
Deposits	$	2,282,940	$	2,284,902	$	2,258,234	$	2,258,899
Short-Term Borrowings		18,900		18,083		35,841		34,209
Subordinated Notes Payable		62,887		62,866		62,887		62,569
Long-Term Borrowings		50,679		52,976		49,380		51,509
Total Financial Liabilities	$	2,415,406	$	2,418,827	$	2,406,342	$	2,407,186

All non-financial instruments are excluded from the above table. The disclosures also do not include certain intangible assets such as client relationships, deposit base intangibles and goodwill. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.

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NOTE 12 – NEW AUTHORITATIVE ACCOUNTING GUIDANCE

Accounting Standards Update (“ASU”) No. 2010-06, “Fair Value Measurements and Disclosures (Topic 820) - Improving Disclosures About Fair Value Measurements.” ASU 2010-06 requires expanded disclosures related to fair value measurements including (i) the amounts of significant transfers of assets or liabilities between Levels 1 and 2 of the fair value hierarchy and the reasons for the transfers, (ii) the reasons for transfers of assets or liabilities in or out of Level 3 of the fair value hierarchy, with significant transfers disclosed separately, (iii) the policy for determining when transfers between levels of the fair value hierarchy are recognized and (iv) for recurring fair value measurements of assets and liabilities in Level 3 of the fair value hierarchy, a gross presentation of information about purchases, sales, issuances and settlements. ASU 2010-06 further clarifies that (i) fair value measurement disclosures should be provided for each class of assets and liabilities (rather than major category), which would generally be a subset of assets or liabilities within a line item in the statement of financial position and (ii) company’s should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements for each class of assets and liabilities included in Levels 2 and 3 of the fair value hierarchy. The disclosures related to the gross presentation of purchases, sales, issuances and settlements of assets and liabilities included in Level 3 of the fair value hierarchy will be required for the Company beginning January 1, 2011. The remaining disclosure requirements and clarifications made by ASU 2010-06 became effective for the Company on January 1, 2010 and did not have a significant impact on the Company’s financial statements.

ASU No. 2009-17, “Consolidations (Topic 810) - Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities.” ASU 2009-17 amends prior guidance to change how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance. ASU 2009-17 requires additional disclosures about the reporting entity’s involvement with variable-interest entities and any significant changes in risk exposure due to that involvement as well as its effect on the entity’s financial statements. ASU 2009-17 became effective January 1, 2010 and did not have a significant impact on the Company’s financial statements.

ASU No. 2009-16, “Transfers and Servicing (Topic 860) - Accounting for Transfers of Financial Assets.” The new authoritative accounting guidance amends prior accounting guidance to enhance reporting about transfers of financial assets, including securitizations, and where companies have continuing exposure to the risks related to transferred financial assets. The new authoritative accounting guidance eliminates the concept of a “qualifying special-purpose entity” and changes the requirements for derecognizing financial assets. ASU 2009-16 also requires additional disclosures about all continuing involvements with transferred financial assets including information about gains and losses resulting from transfers during the period. The new authoritative accounting guidance under ASU 2009-16 became effective January 1, 2010 and did not have a significant impact on the Company’s financial statements.

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QUARTERLY FINANCIAL DATA (UNAUDITED)

	2010			2009												2008
(Dollars in Thousands, Except Per Share Data)	First			Fourth			Third			Second			First			Fourth			Third(1)			Second
Summary of Operations:
Interest Income	$	28,154		$	29,756		$	30,787		$	31,180		$	31,053		$	33,229		$	34,654		$	36,260
Interest Expense		4,132			4,464			4,235			4,085			4,058			5,482			7,469			8,785
Net Interest Income		24,022			25,292			26,552			27,095			26,995			27,747			27,185			27,475
Provision for Loan Losses		10,740			10,834			12,347			8,426			8,410			12,497			10,425			5,432
Net Interest Income After Provision for Loan Losses		13,282			14,458			14,205			18,669			18,585			15,250			16,760			22,043
Noninterest Income		13,967			14,411			14,304			14,634			14,042			13,311			20,212			15,718
Noninterest Expense		33,384			35,313			31,615			32,930			32,257			31,002			29,916			30,756
(Loss) Income Before Income Taxes		(6,135	)		(6,444	)		(3,106	)		373			370			(2,441	)		7,056			7,005
Income Tax (Benefit) Expense		(2,672	)		(3,037	)		(1,618	)		(401	)		(280	)		(738	)		2,218			2,195
Net (Loss) Income	$	(3,463	)	$	(3,407	)	$	(1,488	)	$	774		$	650		$	(1,703	)	$	4,838		$	4,810
Net Interest Income (FTE)	$	24,473		$	25,845		$	27,128		$	27,679		$	27,578		$	28,387		$	27,802		$	28,081

Per Common Share:
Net (Loss) Income Basic	$	(0.20	)	$	(0.20	)	$	(0.08	)	$	0.04		$	0.04		$	(0.10	)	$	0.29		$	0.28
Net (Loss) Income Diluted		(0.20	)		(0.20	)		(0.08	)		0.04			0.04			(0.10	)		0.29			0.28
Dividends Declared		0.190			0.190			0.190			0.190			0.190			0.190			0.185			0.185
Diluted Book Value		15.34			15.72			15.76			16.03			16.18			16.27			17.45			17.33
Market Price:
High		14.61			14.34			17.10			17.35			27.31			33.32			34.50			30.19
Low		11.57			11.00			13.92			11.01			9.50			21.06			19.20			21.76
Close		14.25			13.84			14.20			16.85			11.46			27.24			31.35			21.76

Selected Average
Balances:
Loans	$	1,886,367		$	1,944,873		$	1,964,984		$	1,974,197		$	1,964,086		$	1,940,083		$	1,915,008		$	1,908,802
Earning Assets		2,358,288			2,237,561			2,157,362			2,175,281			2,166,237			2,150,841			2,207,670			2,303,971
Assets		2,698,419			2,575,250			2,497,969			2,506,352			2,486,925			2,463,318			2,528,638			2,634,771
Deposits		2,248,760			2,090,008			1,950,170			1,971,190			1,957,354			1,945,866			2,030,684			2,140,545
Shareowners’ Equity		268,555			268,556			275,027			277,114			281,634			302,227			303,595			300,890
Common Equivalent Shares:
Basic		17,057			17,034			17,024			17,010			17,109			17,125			17,124			17,146
Diluted		17,070			17,035			17,025			17,010			17,131			17,135			17,128			17,147

Ratios:
ROA		(0.52	)%		(0.52	)%		(0.24	)%		0.12	%		0.11	%		(0.28	)%		0.76	%		0.73	%
ROE		(5.23	)%		(5.03	)%		(2.15	)%		1.12	%		0.94	%		(2.24	)%		6.34	%		6.43	%
Net Interest Margin (FTE)		4.21	%		4.59	%		4.99	%		5.11	%		5.16	%		5.26	%		5.01	%		4.90	%
Efficiency Ratio		85.00	%		85.21	%		73.86	%		75.44	%		75.07	%		71.21	%		59.27	%		66.89	%

(1)	Includes a $6.25 million ($3.8 million after-tax) one-time gain on sale of a portion of our merchant services portfolio.

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Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s discussion and analysis ("MD&A") provides supplemental information, which sets forth the major factors that have affected our financial condition and results of operations and should be read in conjunction with the Consolidated Financial Statements and related notes. The MD&A is divided into subsections entitled "Business Overview," "Financial Overview," "Results of Operations," "Financial Condition," “Market Risk and Interest Rate Sensitivity,” "Liquidity and Capital Resources," "Off-Balance Sheet Arrangements," and "Critical Accounting Policies." The following information should provide a better understanding of the major factors and trends that affect our earnings performance and financial condition, and how our performance during 2010 compares with prior years. Throughout this section, Capital City Bank Group, Inc., and subsidiaries, collectively, are referred to as "CCBG," "Company," "we," "us," or "our."

In this MD&A, we present an operating efficiency ratio and an operating net noninterest expense as a percent of average assets ratio, both of which are not calculated based on accounting principles generally accepted in the United States ("GAAP"), but that we believe provide important information regarding our results of operations. Our calculation of the operating efficiency ratio is computed by dividing noninterest expense less intangible amortization and merger expenses, by the sum of tax equivalent net interest income and noninterest income. We calculate our operating net noninterest expense as a percent of average assets by subtracting noninterest expense (excluding intangible amortization and merger expenses) from noninterest income. Management uses these non-GAAP measures as part of its assessment of its performance in managing noninterest expenses. We believe that excluding intangible amortization and merger expenses in our calculations better reflect our periodic expenses and is more reflective of normalized operations.

Although we believe the above-mentioned non-GAAP financial measures enhance investors’ understanding of our business and performance, these non-GAAP financial measures should not be considered an alternative to GAAP. In addition, there are material limitations associated with the use of these non-GAAP financial measures such as the risks that readers of our financial statements may disagree as to the appropriateness of items included or excluded in these measures and that our measures may not be directly comparable to other companies that calculate these measures differently. Our management compensates for these limitations by providing detailed reconciliations between GAAP information and the non-GAAP financial measure as detailed below.

Reconciliation of operating efficiency ratio to efficiency ratio:

	Three Months Ended
	March 31, 2010			December 31, 2009			March 31, 2009
Efficiency ratio		86.85	%		87.72	%		77.50	%
Effect of intangible amortization expense		(1.85	)%		(2.51	)%		(2.43	)%
Operating efficiency ratio		85.00	%		85.21	%		75.07	%

Reconciliation of operating net noninterest expense ratio:

	Three Months Ended
	March 31, 2010			December 31, 2009			March 31, 2009
Net noninterest expense as a percent of average assets		2.92	%		3.22	%		2.97	%
Effect of intangible amortization expense		(0.11	)%		(0.16	)%		(0.16	)%
Operating net noninterest expense as a percent of average assets		2.81	%		3.06	%		2.81	%

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The following discussion should be read in conjunction with the condensed consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including this MD&A section, contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, among others, statements about our beliefs, plans, objectives, goals, expectations, estimates and intentions that are subject to significant risks and uncertainties and are subject to change based on various factors, many of which are beyond our control. The words "may," "could," "should," "would," "believe," "anticipate," "estimate," "expect," "intend," "plan," "target," "goal," and similar expressions are intended to identify forward-looking statements.

All forward-looking statements, by their nature, are subject to risks and uncertainties. Our actual future results may differ materially from those set forth in our forward-looking statements. Please see the Introductory Note and Item 1A. Risk Factors of our 2009 Report on Form 10-K, as updated in our subsequent quarterly reports filed on Form 10-Q, and in our other filings made from time to time with the SEC after the date of this report.

However, other factors besides those listed in our Quarterly Report or in our Annual Report also could adversely affect our results, and you should not consider any such list of factors to be a complete set of all potential risks or uncertainties. Any forward-looking statements made by us or on our behalf speak only as of the date they are made. We do not undertake to update any forward-looking statement, except as required by applicable law.

BUSINESS OVERVIEW

We are a financial holding company headquartered in Tallahassee, Florida, and we are the parent of our wholly-owned subsidiary, Capital City Bank (the "Bank" or "CCB"). The Bank offers a broad array of products and services through a total of 70 full-service offices located in Florida, Georgia, and Alabama. The Bank offers commercial and retail banking services, as well as trust and asset management, retail securities brokerage and data processing services.

Our profitability, like most financial institutions, is dependent to a large extent upon net interest income, which is the difference between the interest received on earning assets, such as loans and securities, and the interest paid on interest-bearing liabilities, principally deposits and borrowings. Results of operations are also affected by the provision for loan losses, operating expenses such as salaries and employee benefits, occupancy and other operating expenses including income taxes, and noninterest income such as service charges on deposit accounts, asset management and trust fees, retail securities brokerage fees, mortgage banking revenues, bank card fees, and data processing revenues.

Our philosophy is to grow and prosper, building long-term relationships based on quality service, high ethical standards, and safe and sound banking practices. We maintain a locally oriented, community-based focus, which is augmented by experienced, centralized support in select specialized areas. Our local market orientation is reflected in our network of banking office locations, experienced community executives with a dedicated President for each market, and community boards which support our focus on responding to local banking needs. We strive to offer a broad array of sophisticated products and to provide quality service by empowering associates to make decisions in their local markets.

Our long-term vision is to continue our expansion, emphasizing a combination of growth in existing markets and acquisitions. Acquisitions will continue to be focused on Florida, Georgia, and Alabama with a particular focus on financial institutions, which are $100 million to $400 million in asset size and generally located on the outskirts of major metropolitan areas. Five markets have been identified, four in Florida and one in Georgia, in which management will proactively pursue expansion opportunities. These markets include Alachua, Marion, Hernando and Pasco counties in Florida, the western panhandle of Florida, and Bibb and surrounding counties in central Georgia. We continue to evaluate de novo expansion opportunities in attractive new markets in the event that acquisition opportunities are not feasible. Other expansion opportunities that will be evaluated include asset management and mortgage banking. Our ability to expand, however, may be restricted by the board resolutions we adopted in February 2010 at the Federal Reserve’s request. We refer to the resolutions as the “Federal Reserve Resolutions”. For a complete discussion of the Federal Reserve Resolutions please see Item 1. Business-About Us-Regulatory Matter in our 2009 Form 10-K.

Much of our lending operations is in the State of Florida, which has been particularly hard hit in the current U.S. economic recession. Evidence of the economic downturn in Florida is reflected in current unemployment statistics. According to the U.S. Department of Labor, the Florida unemployment rate (seasonally adjusted) at March 31, 2010 increased to 12.3% from 11.8% at the end of 2009 and 7.6% at the end of 2008. A worsening of the economic condition in Florida would likely exacerbate the adverse effects of these difficult market conditions on our clients, which may have a negative impact on our financial results.

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FINANCIAL OVERVIEW

A summary overview of our financial performance for the first quarter of 2010 versus the fourth quarter of 2009 and the first quarter of 2009 is provided below.

Summary of Financial Performance –

·	Net loss of $3.4 million, or $0.20 per diluted share for the first quarter of 2010 compared to a net loss of $3.4 million, or $0.20 per diluted share in the fourth quarter of 2009, and net income of $0.7 million, or $0.04 per diluted share for the first quarter of 2009.

Our loan loss provisions were $10.7 million ($0.39 per share), $10.8 million ($0.39 per share), and $8.4 million ($0.30 per share) for the quarters ended March 31, 2010, December 31, 2009, and March 31, 2009, respectively. Provision for the current quarter reflects required reserves for newly impaired loans and to a lesser extent collateral devaluation on existing impaired loans.

Tax equivalent net interest income for the first quarter of 2010 decreased $1.4 million, or 5.3% from the fourth quarter of 2009 and $3.1 million, or 11.3% compared to the first quarter of 2009 due to a shift in the earning asset mix and unfavorable asset repricing, partially offset by a lower level of foregone interest on nonperforming loans. Additionally, interest expense declined from the fourth quarter but was slightly higher when compared to the first quarter of 2009.

Noninterest income decreased $0.4 million or 3.1% from the fourth quarter of 2009 and decreased $0.1 million, or 0.5%, from the first quarter of 2009. Lower deposit fees and retail brokerage fees drove the decline from the linked quarter while a lower level of merchant fees, due to lower processing volume, was the primary reason for reduction from the comparable prior year quarter.

Noninterest expense decreased $1.9 million, or 5.5%, from the fourth quarter of 2009 and increased $1.1 million, or 3.5%, from the first quarter of 2009. Lower expense for other real estate owned properties, legal fees, professional fees, advertising fees, and intangible amortization contributed to the linked quarter decline. Higher expense for other real estate owned properties partially offset by lower pension expense drove the increase over the comparable prior year quarter.

Average earnings assets increased $120.7 million, or 5.4%, from the fourth quarter of 2009 and increased $192.1 million, or 8.9%, from the comparable prior year quarter. The increase from the linked quarter was primarily attributable to a $190.5 million increase in the funds sold position driven by core deposit growth and to a lesser extent an influx of public funds. The average investment and loan portfolios declined $11.3 million and $58.5 million, respectively. Approximately one-half of the reduction in the loan portfolio was attributable to loan charge-offs and transfer of foreclosed properties to the other real estate owned category. The increase in earning assets over the prior year quarter is attributable to the same aforementioned factors.

Nonperforming assets totaled $153.7 million at the end of the first quarter, an increase of $9.6 million over year-end 2009 and $26.9 million over the first quarter of 2009. Nonperforming assets represented 8.10% of loans and other real estate at the end of the first quarter compared to 7.38% at year-end 2009 and 6.39% at the end of the first quarter of 2009. The increase in nonperforming assets for the current quarter was driven by a higher level of restructured loans, which increased $9.2 million from year-end 2009, consisting primarily of four large loan relationships.

·	As of March 31, 2010, we are well-capitalized with a risk based capital ratio of 14.16% and a tangible capital ratio of 6.62% compared to 14.11% and 6.84%, respectively, at year-end 2009 and 14.40% and 7.63%, respectively, at March 31, 2009.

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RESULTS OF OPERATIONS

Net Income

For the first quarter of 2010, we realized a net loss of $3.4 million, or $0.20 per diluted share, compared to a net loss of $3.4 million, or $0.20 per diluted share, for the fourth quarter of 2009 and net income of $0.7 million, or $0.04 per diluted share, for the first quarter of 2009.

The net loss reported for the first quarter of 2010 reflects a loan loss provision of $10.7 million, or $0.39 per diluted share, versus $10.8 million, or $0.39 per diluted share, for the fourth quarter of 2009 and $8.4 million, or $0.30 per diluted share, in the first quarter of 2009. Compared to the linked quarter, lower operating expenses of $1.9 million contributed to earnings, but were offset by a $1.7 million reduction in operating revenues (net interest income plus noninterest income) and a lower tax benefit of $0.3 million. Compared to the first quarter of 2009, lower operating revenues of $3.0 million and higher operating expenses ($1.1 million) contributed to the earnings decline.

A condensed earnings summary of each major component of our financial performance is provided below:

	Three Months Ended
(Dollars in Thousands, except per share data)	March 31, 2010			December 31, 2009			March 31, 2009
Interest Income	$	28,154		$	29,756		$	31,053
Taxable equivalent Adjustments		451			553			583
Total Interest Income (FTE)		28,605			30,309			31,636
Interest Expense		4,132			4,464			4,058
Net Interest Income (FTE)		24,473			25,845			27,578
Provision for Loan Losses		10,740			10,834			8,410
Taxable Equivalent Adjustments		451			553			583
Net Interest Income After provision for Loan Losses		13,282			14,458			18,585
Noninterest Income		13,967			14,411			14,042
Noninterest Expense		33,384			35,313			32,257
(Loss) Income Before Income Taxes		(6,135	)		(6,444	)		370
Income Tax (Benefit) Expense		(2,672	)		(3,037	)		(280	)
Net (Loss) Income	$	(3,463	)	$	(3,407	)	$	650

Basic Net (Loss) Income Per Share	$	(0.20	)	$	(0.20	)	$	0.04
Diluted Net (Loss) Income Per Share	$	(0.20	)	$	(0.20	)	$	0.04

Return on Average Equity		(0.52	)%		(0.52	)%		0.11	%
Return on Average Assets		(5.23	)%		(5.03	)%		0.94	%

Net Interest Income

Net interest income represents our single largest source of earnings and is equal to interest income and fees generated by earning assets, less interest expense paid on interest bearing liabilities. This information is provided on a "taxable equivalent" basis to reflect the tax-exempt status of income earned on certain loans and investments, the majority of which are state and local government debt obligations. We provide an analysis of our net interest income including average yields and rates in Table I on page 32.

Tax equivalent net interest income for the first quarter of 2010 was $24.5 million, a decrease of $3.1 million, or 11.3%, when compared to the first quarter of 2009 and $1.4 million, or 5.3%, for the linked quarter. The decrease in our taxable equivalent net interest income compared to both periods primarily reflects a shift in the earning asset mix and unfavorable asset repricing, partially offset by a lower level of foregone interest on nonperforming loans. Additionally, interest expense declined from the linked quarter but was slightly higher when compared to the first quarter of 2009.

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Tax equivalent interest income for the first quarter of 2010 was $28.6 million compared to $30.3 million for the fourth quarter of 2009 and $31.6 million for the first quarter of 2009. The decrease of $1.7 million in interest income on a linked quarter basis was due to two less calendar days, a shift in earning asset mix reflecting lower balances in our investment and loan portfolios, as well as continued unfavorable repricing in each of these portfolios. These unfavorable volume and rate variances were partially offset by a favorable variance in foregone interest on nonaccrual loans. With the exception of calendar days, the $3.0 million unfavorable variance over the first quarter of 2009 is primarily attributable to the trends as noted above in comparing the first quarter 2010 to fourth quarter 2009.

Interest expense for the first quarter of 2010 was $4.1 million compared to the linked quarter of $4.5 million and the comparable quarter in 2009 of $4.0 million. The reduction in interest expense compared to the linked quarter was primarily attributable to lower rates on subordinated notes payable. The costs of funding deposits were higher in the first quarter of 2010 compared to the same period in 2009 reflecting the increased level of average deposits and the MMA promotion in select markets. Partially offsetting the higher deposit costs was a decline in the costs for subordinated notes and FHLB advances.

The net interest margin in the first quarter of 2010 was 4.21%, a decline of 38 basis points over the linked quarter and 95 basis points over the first quarter of 2009. The lower margin is attributable to the shift in our earning asset mix and unfavorable asset repricing, partially offset by a favorable variance in our average cost of funds. Strong deposit growth in recent quarters has improved our liquidity position, but has adversely impacted our margin in the short term as a significant portion of this growth is currently invested in overnight funds. When we determine what portion of this growth is permanent we will begin deploying the overnight funds into higher yielding earning assets.

Provision for Loan Losses

The provision for loan losses for the first quarter of 2010 was $10.7 million compared to $10.8 million in the fourth quarter of 2009 and $8.4 million for the first quarter of 2009. The provision for the current quarter reflects new reserves required for loans added to impaired status during the quarter, and to a lesser extent collateral devaluation on existing impaired loans. Net charge-offs in the first quarter of 2010 totaled $13.5 million, or 2.91%, of average loans compared to $11.8 million, or 2.42%, in the linked fourth quarter of 2009 and $5.2 million, or 1.08% in the first quarter of 2009. The increase in net charge-offs compared to the fourth quarter reflects losses recorded on three large previously impaired loans (totaling approximately $5.4 million in gross charge-offs) that are working through the foreclosure process – these loans were substantially reserved for in the prior quarter. At quarter-end, the allowance for loan losses was 2.23% of outstanding loans (net of overdrafts) and provided coverage of 38% of nonperforming loans compared to 2.30% and 41%, respectively, at the end of the prior quarter.

Charge-off activity for the respective periods is set forth below:

	Three Months Ended
(Dollars in Thousands, except per share data)	March 31, 2010		December 31, 2009		March 31, 2009

CHARGE-OFFS
Commercial, Financial and Agricultural	$	842	$	712	$	857
Real Estate – Construction		3,722		2,040		320
Real Estate – Commercial Mortgage		4,631		1,584		1,002
Real Estate – Residential		3,727		7,377		1,975
Consumer		1,507		1,324		2,117
Total Charge-offs		14,429		13,037		6,271

RECOVERIES