8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): April 16, 2009

REGIONS FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	000-50831	63-0589368
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1900 FIFTH AVENUE NORTH

BIRMINGHAM, ALABAMA 35203

(Address, including zip code, of principal executive office)

Registrant’s telephone number, including area code: (205) 944-1300

Not applicable

(Former name or former address, if changed since last report.)

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:

¨ Written communication 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 2.02 Results of Operations and Financial Condition.

In accordance with general instruction B.2 of Form 8-K, the information contained in this Item 2.02 is furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934.

In connection with the presentation at the Regions Financial Corporation (“Regions”) Annual Meeting of Stockholders discussed below, C. Dowd Ritter, Chairman, President and Chief Executive Officer of Regions, announced that Regions will report a profit for the quarter ended March 31, 2009.

Regions is providing this preliminary information about its first quarter results prior to the scheduled earnings announcement date. Investors should not expect Regions to provide information about the results of future quarters in advance of scheduled quarterly earnings announcement dates. In addition, investors should not expect Regions to update the information provided in this release in advance of the scheduled announcement date for its first quarter 2009 earnings on April 21, 2009.

Item 7.01 Regulation FD Disclosure.

In accordance with general instruction B.2. of Form 8-K, the information in this Item 7.01 is furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934.

The Chairman, President and Chief Executive Officer of Regions made a presentation at the conclusion of Regions’ Annual Meeting of Stockholders on April 16, 2009.

A copy of the visual presentation is being furnished as Exhibit 99.1 to this report, in the form used. Exhibit 99.1 is incorporated by reference under this Item 7.01. Such visual presentation materials also will be available on Regions’ Web site at www.regions.com.

In addition, the text of Item 2.02 is hereby incorporated by reference into this Item 7.01.

Cautionary Statement About Preliminary Results and Other Forward-Looking Information

In accordance with the Private Securities Litigation Reform Act of 1995, we caution you that all measures of first quarter 2009 financial results and condition contained in this 8-K (including the exhibit hereto) are preliminary and reflect our expected first quarter 2009 financial results and condition as of the date of this filing. Actual reported first quarter 2009 financial results and condition may vary significantly from those expectations because of a number of factors, including additional or revised information and subsequent events. For a more detailed discussion of other factors that may adversely affect our financial results and condition and cause actual results to differ from expectations, refer to our Annual Report on Form 10-K for the year ended December 31, 2008, filed with the Securities and Exchange Commission and available on the SEC’s website at www.sec.gov. Regions will provide additional discussion and analysis and other important information about its first quarter 2009 financial results and condition when it reports actual results on April 21, 2009.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. Exhibit 99.1 listed in the exhibit index is furnished pursuant to Regulation FD as part of this current report on Form 8-K and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934.

Exhibit No.	Exhibit
99.1	Visual Presentation of April 16, 2009

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	REGIONS FINANCIAL CORPORATION
	By:	/s/ John D. Buchanan
	Name:	John D. Buchanan
	Title:	Senior Executive Vice President, General Counsel and Corporate Secretary
Date: April 16, 2009

EX-99.1

Annual Stockholders Meeting

April 16, 2009

Please turn off cell phones and other electronic devices.

Exhibit 99.1

April 16, 2009

FORWARD LOOKING STATEMENTS

The information contained in this presentation may include forward-looking statements which reflect Regions' current views with respect to future events and financial performance.

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

or

that

may

be

acquired

in

the

future.

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 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

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 credit risk, interest rate risk, market risk, operational risk, legal risk, liquidity risk, and regulatory and compliance risk.

The current stresses in the financial and real estate markets, including possible continued deterioration in property values

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.

Possible changes in the creditworthiness of customers and the possible impairment of collectibility of loans.

The effects of geopolitical instability and risks such as terrorist attacks.

Possible changes in trade, monetary and fiscal policies, laws, and regulations, and other activities of governments, agencies, and similar organizations, including changes in

accounting standards, may have an adverse effect on business.

Possible changes in consumer and business spending and saving habits could affect Regions' ability to increase assets and to attract deposits.

The effects of weather and natural disasters such as droughts and hurricanes.

In October of 2008, Congress enacted, and the President signed into law,  the Emergency Economic Stabilization Act of 2008 and on February 17, 2009 the American

Recovery and Reinvestment Act of 2009 was signed into law.  Additionally, the U.S. Treasury and federal banking regulators are implementing a number of programs to

address capital and liquidity issues in the banking system, all of which may have significant effects on Regions and the financial services industry, the exact nature of which  

cannot be determined at this time.

The

foregoing

list

of

factors

is

not

exhaustive;

for

discussion

of

these

and

other

risks

that

may

cause

actual

results

to

differ

from

expectations,

please

look

under

the

caption

“Forward-Looking

Statements”

in

Regions’

Annual

Report

on

Form

10-K

for

the

year

ended

December

31,

2008,

as

on

file

with

the

Securities

and

Exchange

Commission.

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 the date made. Regions assumes no obligation to update or revise any forward-looking statements that are made from time to time.

April 16, 2009

Company Profile

Industry Overview

Strength and Stability

Business Performance

Fact vs. Fiction

April 16, 2009

Source:  Based on June 30, 2008 FDIC Data obtained from SNL

State

Dep. ($B)

Mkt. Share

Rank

AL

$17.2

23%

#1

TN

16.3

16

#1

FL

14.3

4

#4

MS

9.7

21

#1

LA

7.2

10

#3

GA

6.1

3

#6

AR

4.2

9

#2

TX

3.0

1

#17

IL

2.4

1

#24

MO

2.2

2

#9

IN

2.1

2

#9

Other

2.5

—

—

Regions

Morgan Keegan

Insurance

Strong Southeastern Franchise

April 16, 2009

Revenue ($ in millions)

$624

$634

$694

$727

$810

$1,029

$1,300

$1,300

2001

2002

2003

2004

2005

2006

2007

2008

Profile

Over 1,100 financial advisors operating from over 330 offices

More than $63 billion in customer assets under management

Over $62 billion in trust assets under management

Expanded investment banking capabilities in 2008 through acquisitions of Revolution Partners and Burke

Capital Group

Recognition

10th largest municipal bond underwriter in the nation in 2008

Top

underwriter

of

municipal

bonds

in

the

South

Central

U.S.

for

16

consecutive

years

Focus List of stocks ranked #1 for 5 year performance (2004-2008)

Ranked #1 underwriter of municipal bonds in the Southeast

Morgan

Keegan

is

among

the

15

largest

broker/dealer

firms

in

the

US

April 16, 2009

Source: US Census Bureau Reports

Real estate decline turns into a systemic financial

crisis

0

100

200

300

400

500

600

700

800

900

1000

$200,000

$210,000

$220,000

$230,000

$240,000

$250,000

$260,000

$270,000

New Home Sales

Median New Home Price

Sub-Prime

Crisis

Bear Stearns

Collapse

Bank Failures

Begin

April 16, 2009

Banking landscape permanently changed

Failed Firms

“Assisted Deals”

New

Bank

Holding

Companies

•

Placed into conservatorship

•

Certain assets and liabilities

acquired by JP Morgan

•

“Assisted”

Deal with Citi

superseded by Wells Fargo

acquisition

•

PNC acquires

•

Merges with Bank of America

•

First bank to fail 7/08

April 16, 2009

Dividend Actions –

Industry-wide and beyond

16 of top 20 banks have cut their dividend in the last 12

months

Regions

PNC

SunTrust

State Street

US BanCorp

Marshall & Ilsley

JPMorgan Chase

Fifth Third

Wells Fargo

Capital One

Bank of America

Huntington

Citigroup

KeyCorp

Zions

Comerica

Non-bank Companies

General Electric

Dow Chemical

Pfizer

Harley Davidson

April 16, 2009

Strengthens capital and protects long-term value of

our Company

Preserves approximately $780 million per year in

capital

Dividend Reduction Preserves Capital

April 16, 2009

We have taken Substantial Steps to Reduce

Credit Risk

Sold Equifirst (subprime originations) in 1Q07

Ensured loan portfolio remains free of Structured Investment

Vehicles, non-traditional mortgages and Collateral Debt

Obligations

Reduced Commercial Real Estate exposure

Sold or moved to held for sale $1.6 billion in problem assets

Implemented a comprehensive Customer Assistance Program

April 16, 2009

Home Prices Fall in Florida; Remainder of Region’s Footprint Steady

Source: OFHEO Index

150

200

250

300

350

400

450

500

Period

FL Avg.

Footprint Avg. Excluding FL

April 16, 2009

Maintaining focus through the cycle

Nature of problem credits has not changed –

continued focus on identification and resolution

Homebuilder, Condominiums and Home Equity

Other construction lending is performing

satisfactorily

Conservative, consistent loss reserve process

Thorough valuation review process

Emphasize markets of concern

April 16, 2009

Troubled Asset Relief Program (TARP)

Participation strongly encouraged by U.S. Treasury

“Well Capitalized”

before government investment

High-cost capital

Repayment as soon as possible

April 16, 2009

Positive business results in key areas

Significant customer deposit growth -

momentum

extending into 2009

Record new account openings driven by LifeGreen®

accounts

Record mortgage application volume

High customer retention

Service quality

April 16, 2009

Focusing on the facts will help rebuild

consumer confidence

All banks are not the same

TARP is not a bailout

Banks are lending

Banks are helping struggling home owners

April 16, 2009

Focused on what we can control in our business

Operate with a Clear Purpose

Continue Being a Safe Harbor for Customer Deposits

Focus on the Fundamentals of our Business

Do What is Right for Customers and Communities