REGIONS FINANCIAL CORP
FORM 10-K (Annual Report)
Filed 02/27/08 for the Period Ending 12/31/07
Address 1900 FIFTH AVENUE NORTH
BIRMINGHAM, AL 35203 Telephone 205-944-1300
CIK 0001281761 Symbol RF
SIC Code 6021 - National Commercial Banks Industry Regional Banks
Sector Financial Fiscal Year 12/31
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
For the fiscal year ended December 31, 2007
For the transition period from to
Commission File Number 000-50831
REGIONS FINANCIAL CORPORATION (Exact name of registrant as specified in its charter)
1900 Fifth Avenue North, Birmingham, Alabama 35203 (Address of principal executive offices)
Registrant’s telephone number, including area code: (205) 944-1300
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes � No �
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes � No �
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 � No �
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. �
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes � No �
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
Common Stock, $.01 par value—$22,669,702,117 as of June 30, 2007.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
Common Stock, $.01 par value—693,601,138 shares issued and outstanding as of February 19, 2008.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the proxy statement for the Annual Meeting to be held on April 17, 2008 are incorporated by reference into Part III.
� � � � ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
� � � � TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Delaware 63-0589368 (State or other jurisdiction of
incorporation or organization) (I.R.S. Employer
Title of each class Name of each exchange on which registered
Common Stock, $.01 par value New York Stock Exchange
Large accelerated filer � Accelerated filer � Non-accelerated filer � (Do not check if a smaller reporting company) Smaller reporting company �
REGIONS FINANCIAL CORPORATION
PAGE PART I Forward-Looking Statements 1 Item 1. Business 2 Item 1A. Risk Factors 13 Item 1B. Unresolved Staff Comments 17 Item 2. Properties 17 Item 3. Legal Proceedings 17 Item 4. Submission of Matters to a Vote of Security Holders 18
PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 19 Item 6. Selected Financial Data 20 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation 21 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 21 Item 8. Financial Statements and Supplementary Data 74 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 134 Item 9A. Controls and Procedures 134 Item 9B. Other Information 134
PART III Item 10. Directors, Executive Officers and Corporate Governance 135 Item 11. Executive Compensation 136 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 137 Item 13. Certain Relationships and Related Transactions, and Director Independence 137 Item 14. Principal Accounting Fees and Services 137
PART IV Item 15. Exhibits, Financial Statement Schedules 138
This Annual Report on Form 10-K, other periodic reports filed by Regions Financial Corporation (“Regions”) under the Securities Exchange Act of 1934, as amended, and any other written or oral statements made by or on behalf of Regions may include forward-looking statements. The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a “safe harbor” for forward-looking statements which are identified as such and are accompanied by the identification of important factors that could cause actual results to differ materially from the forward-looking statements. For these statements, we, together with our subsidiaries, unless the context implies otherwise, claim the protection afforded by the safe harbor in the Act. Forward-looking statements are not based on historical information, but rather are related to future operations, strategies, financial results or other developments. Forward-looking statements are based on management’s expectations as well as certain assumptions and estimates made by, and information available to, management at the time the statements are made. Those statements are based on general assumptions and are subject to various risks, uncertainties and other factors that may cause actual results to differ materially from the views, beliefs and projections expressed in such statements. These risks, uncertainties and other factors include, but are not limited to, those described below:
• Regions’ ability to achieve the earnings expectations related to businesses that have been acquired, including its merger with
AmSouth Bancorporation (“AmSouth”), or that may be acquired in the future, which in turn depends on a variety of factors, including:
• Regions’ ability to achieve the anticipated cost savings and revenue enhancements with respect to the acquired operations, or
lower than expected revenues from continuing operations; • the assimilation of the combined companies’ corporate cultures; • the continued growth of the markets that the acquired entities serve, consistent with recent historical experience; • difficulties related to the integration of the businesses. • Regions’ ability to expand into new markets and to maintain profit margins in the face of competitive pressures. • Regions’ ability to keep pace with technological changes.
• Regions’ ability to develop competitive new products and services in a timely manner and the acceptance of such products and
services by Regions’ customers and potential customers.
• Regions’ ability to effectively manage interest rate risk, market risk, credit risk, operational risk, legal risk, and regulatory and
• Regions’ ability to manage fluctuations in the value of assets and liabilities and off-balance sheet exposure so as to maintain
sufficient capital and liquidity to support Regions’ business. • The current stresses in the financial markets. • The cost and other effects of material contingencies, including litigation contingencies. • The effects of increased competition from both banks and non-banks. • Possible changes in interest rates may increase funding costs and reduce earning asset yields, thus reducing margins.
• Possible changes in general economic and business conditions in the United States in general and in the communities Regions
serves in particular.
The words “believe,” “expect,” “anticipate,” “project” and similar expressions often signify forward-looking statements. You should not place undue reliance on any forward-looking statements, which speak only as of