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): February 1, 2011

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 2011 Morgan Stanley Financials Conference on Tuesday, February 1, 2011 beginning at 9:30 a.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 February 1, 2011

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: February 1, 2011

EX-99.1

Morgan Stanley

Financials Conference

February 1, 2011

Grayson Hall,

Chief Executive Officer

Exhibit 99.1

›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

adjusted

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.

›

Possible downgrades

in ratings issued by 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.

Forward-Looking Statements

2

Our primary focus is returning to

sustainable profitability through

disciplined execution of our

strategic priorities

3

Why Regions?

•

Strong Southeastern franchise with comprehensive line

of business offerings

•

Leading brand favorability and exceptional service

quality

•

Solid core business performance

•

Aggressively identifying and disposing of problem assets

•

Capital and liquidity remain solid

4

Targeted Growth Areas

# 1 Market Share in Alabama,

Tennessee and Mississippi

Strong Southeastern Franchise

5

* As of 12/31/2010

Ranked 5

th

or Better in Market Share

Headquarters      Birmingham, AL

Associates

27,829

Branches

1,772

Morgan Keegan Offices

321

Regions Insurance Offices      

30

ATMs

2,148

Deposits*

$95 Billion

Loans*

$83 Billion

Projected population growth for

Regions footprint is above US

average growth

Operate on one fully integrated

technology platform

Consumer Services

6

Deposits

Mortgage

Consumer

Lending

Insurance

Credit/Debit

Cards

Branches

Online

Banking

Mobile

Banking

Telebanking

ATMs

Diversified Offerings

Multi-Channel Delivery

Private

Banking

Business Services

7

Business Segments

Small Business

Middle Market

Real Estate

Core Middle Market

Sales > $20MM

Specialized Groups

Public, Institutional, Not for Profit,

Healthcare, Transportation,

Franchise Restaurant, Energy,

Regions Business Capital

Commercial Real Estate

Affordable Housing

Homebuilders

Real Estate Corporate

Banking

Product Groups

Treasury Management

Capital Markets /

Syndications

Equipment Finance

Relationship Managed

›

Business Banking (Metro

Markets)

Sales $2-20MM

›

Community Banking

Sales > $2MM

Branches

Sales < $2MM

Morgan Keegan

8

Business Units

Fixed Income

Capital Markets

Equity Capital

Markets

Investment

Banking

Private Client

Group

Regions

Morgan

Keegan Trust

Services

Institutional

Sales &

Trading,

Fixed Income

Research

Equity

Research,

Institutional

Sales &

Trading

Municipal

Finance, M&A

Public

Offerings,

Corporate

Debt

Retail

Brokerage

Personal &

Institutional

Trust, Timber

Management

Excellent Service Quality and Brand Strength

being Recognized

9

›

Regions has the highest brand favorability

(1)

›

Regions continues to perform in the top 10% in customer loyalty

and top 20% for branch service quality

(2)

›

Regions ranked top in customer loyalty

(3)

›

Regions named “Friendliest Bank”

(4)

(1)

Based on TNS survey 3Q10 Consumer Banking Market Effectiveness Study

(2)

Based on Gallup survey

(3)

Based on Bain survey

(4)

Based on Prime Performance study

Strong Low-Cost Deposit Growth

While Driving Lower Deposit Costs

10

(1)

Full Year Average

Low Cost Deposits

(1)

Deposit Costs

(1)

Improved Deposit Mix

•

Reduced Average Time Deposit mix from 35% in 2009 to 27% in 2010

•

Grew Low-Cost Deposits 13.4% year-over-year

11

Average Deposits $94.6B

Average Deposits $96.5B

Disciplined Focus on New Checking Account Growth

•

Approximately 1 million new checking accounts in 2009 and 2010

•

Grew quality checking accounts

(1)

by 3% over 2009

•

Increased sales productivity with new account sales per branch improving

3.4% from 2009

•

Continued efforts to improve checking portfolio profitability through fee

generating accounts that provide customer value and fairly compensate

Regions

•

Fee based accounts grew 262% over 2009

•

Realize full potential of new accounts by selling deeper to new relationships

through new account conversations and onboarding

12

(1)

Quality

checking

accounts

are

those

accounts

that

have

a

average

balance

of

$500

and

/

or

have

at

least

10

customer transactions

Consumer Loan Production Improving;

However Consumers Continue to De-Leverage

13

Mortgage Production remains strong –

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

*$5.2B in Mortgage production sold to Agencies

Consumer Loan Production

Consumer Loans

2.7

3.5

3.7

3.0

Small Business

Business Banking (Metro

Markets)

Community Banking

Branch Small Business

Middle Market

Commercial and Industrial

Specialized Groups

Commercial Real Estate

Professional income property

developers, owners and

operators

Public real estate companies

Homebuilders

Affordable housing tax credits

Middle Market and Small Business Comprise

81% of Business Service Revenue

14

Average Loans

(1)

(1) Average balances 4Q10

We are Growing Commercial Loans

Commercial & Owner Occupied Real Estate Loan Growth

15

Core revenue continues to grow

16

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

($ in millions)

Net Interest

Income

Core Non-

Interest

Revenue*

Total

Core

Revenue

4Q10

$877

+

$794

=

$1,671

3Q10

$868

+

$748

=

$1,616

2Q10

$856

+

$756

=

$1,612

1Q10

$831

+

$734

=

$1,565

4Q09

$850

+

$743

=

$1,593

Net Interest Margin Impacted by Excess Liquidity

and Non-Accruals

17

Net Income & Net Interest Margin

Impact of Excess Liquidity &

Non-Accruals on NIM

Growth of Fee Income and Debit Card Interchange

Migration to Fee Based Accounts

Growth in Debit / ATM Fees

18

Strengthened Our Core Franchise

Through Productivity & Efficiency Initiatives

(1)

Excludes $6 billion goodwill impairment

(2)

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

19

($ in millions)

Branches

1,965

1,900

1,895

1,772

Reduced branch count by 10%

since 2007

Headcount

33,161

30,784

28,509

27,829

Headcount declined 5,332 or

16%

Total

Expenses

$4,660

$4,792

(1)

$4,751

$4,985

Adjusted

Expenses

(2)

$4,246

$4,448

$4,559

$4,667

Expenses continue to be

impacted by credit-related

expenses, elevated FDIC

expenses and professional and

legal fees

Credit-related

expenses

$153

$282

$424

$439

Credit-related costs should

subside as the economy

recovers

Non-Performing Loan Inflows Decline

NPL Inflow by Type

Business Services Gross NPLs

20

Non-performing Asset Levels Decline

›

Non-performing assets declined $308 million from third quarter

›

For the full year declined $494 million

Non-Performing Assets

21

Loan Charge-Offs and Allowance

(1) Loan charge-offs related Sales / Transfer to Held for Sale

(2) Excludes loans held for sale

Loan Charge-Offs

Allowance & Coverage

22

Higher Risk Portfolio Segments

Significantly Reduced

23

Solid Capital; Above proposed Basel

minimum ratios

24

Favorable liquidity position

25

›

Regions low loan to deposit ratio favorable among peers

›

Favorable funding mix driven by low cost deposits

* Based on 4Q10 ending balances

Why Regions?

•

Strong Southeastern franchise with comprehensive line

of business offerings

•

Leading brand favorability and exceptional service quality

•

Solid core business performance

•

Aggressively identifying and disposing of problem assets

•

Capital and liquidity remain solid

26

Non-GAAP reconciliation -

Revenue

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

this slide presentation:

28

($ amounts in millions)

4Q09

1Q10

2Q10

3Q10

4Q10

Net Interest Income (GAAP)

850

$   

831

$   

856

$   

868

$   

877

$   

Non-Interest Revenue (GAAP)

718

812

756

750

1,213

Total Revenue (GAAP)

1,568

1,643

1,612

1,618

2,090

Adjustments:

Securities (gains) losses, net

96

(59)

-

(2)

(333)

Gain on sale of mortgage loans

-

-

-

-

(26)

Leveraged lease termination gains

(71)

(19)

-

-

(59)

Total adjustments

25

(78)

-

(2)

(418)

Adjusted Total Revenue (non-GAAP)

1,593

$

1,565

$

1,612

$

1,616

$

1,672

$

Non-GAAP reconciliation -

Expenses

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

this slide presentation:

29

($ in millions)

2007

2008

2009

2010

Total Non-Interest Expenses (GAAP)

$ 4,660

$ 10,792

$ 4,751

$ 4,985

Adjustments:

Goodwill impairment charge

6,000

Regulatory settlement charge

200

Merger-related charges

351

201

FDIC Special Assessment

64

Other-than-temporary impairment expense

6

22

75

2

MSR impairment

6

85

Loss on early extinguishment of debt

65

108

Branch consolidation charges

53

8

VISA settlement

51

(29)

-

-

Adjusted Non-Interest Expenses (non-GAAP)

4,246

$  

4,448

$  

4,559

$  

$ 4,667