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): December 8, 2010

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) 326-5807

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 7.01 Regulation FD Disclosure.

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

Regions President and CEO Grayson Hall is scheduled to make a presentation to investors at the 2010 Goldman Sachs Financial Services Conference on Wednesday, December 8, 2010 beginning at 2:40 p.m. Eastern Time.

A copy of the visual presentation is being furnished as Exhibit 99.1 to this report, substantially in the form intended to be 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The exhibit 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 Index

Exhibit No.	Exhibit
99.1	Visual Presentation of December 8, 2010

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: December 8, 2010

EX-99.1

Goldman Sachs

US Financial Services Conference

December 8, 2010

Exhibit 99.1

Forward-Looking Statements

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,

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:

›

The Dodd-Frank Wall Street Reform and Consumer Protection Act became law on July 21, 2010, and a number of legislative, regulatory and tax proposals remain pending. Additionally, the U.S. Treasury and federal

banking

regulators

continue

to

implement,

but

are

also

beginning

to

wind

down,

a

number

of

programs

to

address

capital

and

liquidity

in

the

banking

system.

All

of

the

foregoing

may

have

significant

effects

on

Regions

and

the

financial

services

industry,

the

exact

nature

of

which

cannot

be

determined

at

this

time.

›

The impact of compensation and other restrictions imposed under the Troubled Asset Relief Program (“TARP”) until Regions repays the outstanding preferred stock and warrant issued under the TARP, including

restrictions on Regions’

ability to attract and retain talented executives and associates.

›

Possible additional loan losses, impairment of goodwill and other intangibles, and valuation allowances on deferred tax assets and the impact on earnings and capital.

›

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, including any prolonging or worsening of the current unfavorable

economic conditions including unemployment levels.

›

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

›

Possible

changes

in

trade,

monetary

and

fiscal

policies,

laws

and

regulations

and

other

activities

of

governments,

agencies,

and

similar

organizations,

may

have

an

adverse

effect

on

business.

›

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

›

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 expand into new markets and to maintain profit margins in the face of competitive pressures.

›

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 keep pace with technological changes.

›

Regions' ability to effectively manage credit risk, interest rate risk, market risk, operational risk, legal risk, liquidity risk, and regulatory and compliance risk.

›

Regions’

ability to ensure adequate capitalization which is impacted by inherent uncertainties in forecasting credit losses.

›

The cost and other effects of material contingencies, including litigation contingencies, and any adverse judicial, administrative or arbitral rulings or proceedings.

›

The effects of increased competition from both banks and non-banks.

›

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

›

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 floods, droughts and hurricanes, and the effects of the Gulf of Mexico oil spill.

›

Regions’

ability to maintain favorable ratings from rating agencies.

›

Potential

dilution

of

holders

of

shares

of

Regions’

common

stock

resulting

from

the

U.S.

Treasury’s

investment

in

TARP.

›

Possible

changes

in

the

speed

of

loan

prepayments

by

Regions’

customers

and

loan

origination

or

sales

volumes.

›

Possible acceleration of prepayments on mortgage-backed securities due to low interest rates and the related acceleration of premium amortization on those securities.

›

The effects of problems encountered by larger or similar financial institutions that adversely affect Regions or the banking industry generally.

›

Regions’

ability to receive dividends from its subsidiaries.

›

The

effects

of

the

failure

of

any

component

of

Regions’

business

infrastructure

which

is

provided

by

a

third

party.

›

Changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or other regulatory agencies.

›

The

effects

of

any

damage

to

Regions’

reputation

resulting

from

developments

related

to

any

of

the

items

identified

above.

The

foregoing

list

of

factors

is

not

exhaustive.

For

discussion

of

these

and

other

factors

that

may

cause

actual

results

to

differ

from

expectations,

look

under

the

captions

“Forward-Looking

Statements”

and

“Risk

Factors”

in

Regions’

Annual

Report

on

Form

10-K

for

the

year

ended

December

31,

2009

and

Quarterly

Reports

on

Form

10-Q

for

the

quarters

ended

September

30,

2010,

June

30,

2010

and

March

31,

2010,

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. We assume no obligation to update or revise any forward-looking statements that are made from time to time.

1

2

Our primary focus is returning

to sustainable profitability

through disciplined execution

of our strategic priorities

Our primary focus is returning

to sustainable profitability

through disciplined execution

of our strategic priorities

Why Regions?

Strong Southeastern franchise with comprehensive line

of business offerings

Solid core business performance

Aggressively identifying and disposing of problem

assets

Capital and liquidity remain solid

3

Strong Southeastern Franchise

Ranked 5

th

or Better in Market Share

Targeted Growth Areas

Headquarters            Birmingham, AL

Associates

27,898

Branches

1,774

Morgan Keegan Offices

329

Regions Insurance Offices             30

ATMs

2,150

Deposits

$95 Billion

Loans

$84 Billion

Projected population growth for

Regions footprint is above US

average growth

Operate on one fully integrated

technology platform

# 1 Market Share in Alabama,

Tennessee and Mississippi

4

Consumer Services

5

Business Services

Middle Market

Small Business

Real Estate

Treasury

Management

Capital

Markets /

Syndications

Equipment

Finance

Commercial

Real Estate

Affordable Housing

Homebuilders

Real Estate Corporate Banking

Specialized Groups

Public, Institutional, Not for profit; Healthcare;

Transportation; Franchise Restaurant; Energy;

Regions Business Capital

Core Middle Market

Sales > $20 Million

Branches

Business Banking (Metro Markets)

Sales  $2 -

$20 Million

Community Banking

Sales  > $2 Million

Sales < $2 Million

6

Morgan Keegan

Private Client Group

Fixed Income Capital

Markets

Equity Capital Markets

Municipal Finance, M&A

Equity Research,  Institutional

Sales & Trading

Credit Products (including

Securities Based Lending),

Wealth Solutions

Personal & Institutional Trust,

Timber Management

Public Offerings, Corporate Debt

Institutional Sales & Trading,

Fixed Income Research

Retail Brokerage

Investment Banking

Regions Morgan Keegan

Trust

Regions Private Banking

7

Excellent Service Quality is the

Foundation for Growth

Regions Ranked in Top 10% for

Customer Loyalty

Regions Ranked in top 20% for

Branch Service Quality

Excellent -

Gallup 90th percentile

Good -

Gallup 75th percentile

Average -

Gallup 50th percentile

Excellent -

Gallup 90th percentile

Average -

Gallup 50th percentile

Good -

Gallup 75th percentile

1Q08

2Q09

2Q10

1Q08

2Q09

2Q10

8

Strong Low-Cost Deposit Growth

While Driving Lower Deposit Costs

9

$62.2 B

$69.9 B

$55

$60

$65

$70

$75

3Q09

3Q10

Average Low Cost Deposits

$7.7 Billion YOY Growth

126 bps

70 bps

0 bps

20 bps

40 bps

60 bps

80 bps

100 bps

120 bps

140 bps

3Q09

3Q10

Deposit Costs

Improved 56 bps

Reduced Average Time Deposit mix from 34% in 3Q09 to 26% in 3Q10

Grew Low-Cost Deposits 12.4% year-over-year

Improved Deposit Mix

10

Average Deposits $94.8 B

Average Deposits $95.1 B

Disciplined Focus on New Checking

Account Growth

On track to open 1 Million

New Checking Accounts

in 2010

Account structure that

provides quality products

and services that

customers value and at

the same time fairly

compensates Regions

Net New Account Growth

could slow as we migrate

to fee generating

accounts

3Q

2Q

1Q

11

1Q

2Q

3Q

798,326

Consumer Loan Production Improving;

However Consumers Continue to De-Leverage

Mortgage Production remains

strong –

on track for second best

year in terms of Mortgage

Production

New Consumer Loan Production

volumes are improving in Branch

Small Business, Direct and Indirect

Auto

Consumers De-Leveraging

continues to outpace Loan

Production

Consumer Confidence and

Unemployment need to improve

before robust loan growth is

achieved

12

$38.6

($10.3)

$7.6

$35.9

Business Services Revenue is

Well-Diversified

Middle Market

C&I

Specialized Groups

Commercial Real Estate

Professional income

property developers,

owners and

operators

Public real

estate companies

Homebuilders

Affordable

housing tax credits

Small Business

Business Banking (Metro Markets)

Community Banking

Branch Small Business

13

We Are Growing Commercial Loans

14

Net interest margin climbed

9bps linked quarter; up 24 bps

year-to-date

Repricing

opportunity remains

with over $11.4 billion of CD’s

maturing over the next 9 months

at an average rate of 2.10%

Steady loan yields despite

declining market rates

Hedges in place through end of

2012 to protect net interest

income in a prolonged low-rate

environment

Net Interest Income Improves

Despite Decline in Earning Assets

15

16

$3.1M    

$8.8M

$5.4M    

$9.8M

$5.4M– 

$11.6M

1Q10

2Q10

3Q10

Migration to Accounts Generating both customer value

and fees for Regions

Overdraft Protection

Monthly Maintenance Fee

$79M

$87M

$88M

1Q10

2Q10

3Q10

Debit Card Interchange Growing Driven by Account

Growth and Usage Trends

Growth of Fee Income and Debit Card

Interchange Offsets Reg

E Impact

Strengthened Our Core Franchise

Through Productivity & Efficiency Initiatives

*Non-GAAP; refer to Appendix for Non-GAAP reconciliation

17

($ in millions)

2007

2008

2009

Sep YTD 

2010

Branches

1,965

1,900

1,895

1,774

Reduced branch count by 10%

since 2007

Headcount

33,161

30,784

28,509

27,898

Headcount declined 5,263 or

16%

Total

Expenses

$4,660

$10,792

$4,751

$3,719

Adjusted

Expenses*

$4,246

$4,448

$4,559

$3,456

Expenses continue to be

impacted by recession-related

expenses, including higher legal

and professional fees and

elevated FDIC expenses

Credit-related

expenses

$153

$282

$424

$312

Credit-related costs should

subside as the economy

recovers

Disposed of Over $5 Billion in

Problem Assets in Past 24 Months

$62

$57

$65

$111

$128

$102

$171

$196

$214

$24

$15

$170

$265

$388

$371

$422

$57

$56

$67

$72

$117

$112

$78

$91

$706

$91

$134

$201

$133

$87

$159

$332

$0

$300

$600

$900

$1,200

4Q08

1Q09

2Q09

3Q09

4Q09

1Q10

2Q10

3Q10

OREO Sales

Problem Loan Sales

Held for Sale

Transfer to HFS

$228

$281

$554

$643

$1,039

Note: Dispositions include loans sold or moved to held for sale.

The 09/30/10 balance in held for sale was $393MM.

$689

$779

$1,041

Problem Asset Dispositions

18

Total Investor Real Estate

Higher Risk Investor Real Estate

Segments

19

Higher Risk Portfolio Segments

Significantly Reduced

Percentage of Non-Performing

Loans Paying as Agreed

Business Services Gross Additions

which remained at quarter end

Total Business Services NPLs

as of 09/30/10

20

0%

20%

40%

60%

80%

100%

1Q09

2Q09

3Q09

4Q09

1Q10

2Q10

3Q10

Balances that are Current

Balances 30+ DPD

7%

15%

21%

23%

28%

24%

36%

$0.1B

$1.4B

$0.4B

$2.1B

$0.6B

$2.4B

$0.8B

$2.5B

$1.0B

$2.5B

$0.8B

$2.4B

$1.1B

$2.0B

$0

$200

$400

$600

$800

$1,000

$1,200

$1,400

$1,600

$1,800

0%

20%

40%

60%

80%

100%

1Q09

2Q09

3Q09

4Q09

1Q10

2Q10

3Q10

Balances that are Current

Balances 30+ DPD

Gross NPL Migration

7%

23%

38%

33%

45%

36%

62%

$ millions

$372

$377

$385

$333

$348

$180

$200

$205

$186

$178

$128

$115

$110

$132

$233

$71

$76

$58

$36

$70

$0

$250

$500

$750

$1,000

3Q09

4Q09

1Q10

2Q10

3Q10

Business Services

Consumer

Sales/Transfer to HFS

Costs other than Charge Offs

$751

$768

$758

$687

Higher Loan Charge-Offs Reflect

Asset Dispositions

21

$829

Non-Performing Assets and

Delinquencies Declining

Non-Performing Assets

(excludes loans held for sale)

Accruing Loans Past Due

22

$1.9

$3.1

$3.7

$4.1

$4.3

$4.0

$3.8

$0.0

$0.5

$1.0

$1.5

$2.0

$2.5

$3.0

$3.5

$4.0

$4.5

1Q09

2Q09

3Q09

4Q09

1Q10

2Q10

3Q10

Solid Capital; Currently above proposed

Basel minimum ratios

23

Basel Tier 1

Min

Basel T1C 

Min

Low Cost

Deposits

46%

Low Cost

Deposits

56%

Low Cost

Deposits

61%

Other Customer

Deposits

26%

Other Customer

Deposits

26%

Other Customer

Deposits

23%

Wholesale

Funding

29%

Wholesale

Funding

18%

Wholesale

Funding

16%

Dec '08

Dec '09

Sept '10

Liquidity Sources

Loan to Deposit Ratio

107%

92%

89%

24

Strong Liquidity

›

Liquidity policy is to maintain a sufficient

level of funding to meet projected cash

needs at the parent company for 24

months

›

$4.5B Parent Company Cash at 9/30/10;

$2.5B of parent company maturities in

the next 24 months

›

Bank TLGP maturities $3.5B ($1.5B

4Q10 & $2B 4Q11)

›

$23.6B high quality securities portfolio of

over 95% agency securities

›

Regions is well positioned with respect

to the Liquidity Coverage Ratio

prescribed under Basel III

$2,000

$3,000

$950

$750

$700

$850

25

Impact from Regulatory

Reform and Basel Proposal

Issue

Impact to Regions

Regulation E

Impact from Reg

E to be less than originally forecasted due to better than

expected customer response to opting-in to program

Original forecast for 2

half of 2010: $72 million

New forecast: $50 -

60 million

Durbin Amendment

Lacking complete visibility as rules not finalized

Product changes to partially offset total impact

Collins Amendment

Minimal

impact

to

Regions.

Trust

Preferred

securities

only

$846

million

or

87 bps of Tier 1 capital

Other –

Impact to

Morgan Keegan

Minimal impact to Morgan Keegan

No proprietary trading desk

Minimal trading derivatives income

Minimal exposure to private equity/hedge funds

Basel III

Minimal impact to Regions. Both Tier 1 common and Tier 1 are above the 7%

and 8.5% minimum ratios

Well positioned with respect to the Liquidity Coverage Ratio

26

nd

Why Regions?

27

Strong Southeastern franchise with comprehensive line

of business offerings

Solid core business performance

Aggressively identifying and disposing of problem

assets

Capital and liquidity remain solid

Appendix

Note: The following table illustrates the method of calculating the Non-GAAP financial measures used in

this slide presentation: