EX-99.2 3 dex992.htm INVESTOR PRESENTATION Investor Presentation
The New Regions
“Creating Shareholder Value Through…
Improved Financial Returns, Enhanced Growth Opportunities,
Increased Scale and Superior Execution”
May 25, 2006
Exhibit 99.2


2
Forward Looking Statements
This presentation contains forward-looking statements made pursuant to the safe-harbor provisions of the Private
Securities Litigation Act of 1995.  These include statements as to the benefits of the proposed merger between
Regions Financial and AmSouth (the "Merger"), including future financial and operating results, cost savings,
enhanced revenues and the accretion / dilution to reported earnings that may be realized from the Merger as well
as
other
statements
of
expectations
regarding
the
Merger
and
any
other
statements
regarding
future
results
or
expectations.  These statements involve risks and uncertainties that may cause results to differ materially from
those set forth in these statements.  Regions and AmSouth caution readers that results and events subject to
forward-looking statements could differ materially due to the following factors, among others:  the risk that the
businesses of Regions Financial and/or AmSouth in connection with the Merger will not be integrated successfully
or such integration may be more difficult, time-consuming or costly than expected; expected revenue synergies and
cost savings from the Merger may not be fully realized or realized within the expected time frame; revenues
following the Merger may be lower than expected; customer and employee relationships and business operations
may be disrupted by the merger; the ability to obtain required governmental and stockholder approvals, and the
ability to complete the merger on the expected timeframe; possible changes in economic and business conditions;
the existence or exacerbation of general geopolitical instability and uncertainty; the ability of Regions and AmSouth
to integrate recent acquisitions and attract new customers; possible changes in monetary and fiscal policies, and
laws and regulations; the effects of easing of restrictions on participants in the financial services industry; the cost
and other effects of legal and administrative cases; possible changes in the credit worthiness of customers and the
possible impairment of collectibility
of loans; the effects of changes in interest rates and other risks and factors
identified in each company's filings with the  Securities and Exchange Commission (the "SEC").  Regions Financial
and AmSouth do not undertake any obligation to update any forward-looking statement, whether written or oral,
relating to the matters discussed in this presentation.


3
Additional Information
The
proposed
Merger
will
be
submitted
to
Regions
Financial's
and
AmSouth's
stockholders
for
their
consideration.
Regions
Financial
will
file
a
registration
statement,
which
will
include
a
joint
proxy
statement
/
prospectus
to
be
sent
to
each
company's
stockholders,
and
each
of
Regions
Financial
and
AmSouth
may
file
other
relevant
documents
concerning
the
proposed
Merger
with
the
SEC.
Stockholders
are
urged
to
read
the
registration
statement
and
the
joint
proxy
statement
/
prospectus
regarding
the
proposed
Merger
when
they
become
available
and
any
other
relevant
documents
filed
with
the
SEC,
as
well
as
any
amendments
or
supplements
to
those
documents,
because
they
will
contain
important
information.
You
will
be
able
to
obtain
a
free
copy
of
the
joint
proxy
statement
/
prospectus,
as
well
as
other
filings
containing
information
about
Regions
Financial
and
AmSouth,
at
the
SEC's
website
(http://www.sec.gov).
You
will
also
be
able
to
obtain
these
documents,
free
of
charge,
by
accessing
Regions
Financial's
website
(http://www.Regions.com)
under
the
tab
"Investor
Relations"
and
then
under
the
heading
"SEC
Filings",
or
by
accessing
AmSouth's
website
(http://www.AmSouth.com)
under
the
tab
"About
AmSouth",
then
under
the
tab
"Investor
Relations"
and
then
under
the
heading
"SEC
Filings".
Regions
Financial
and
AmSouth
and
their
respective
directors
and
executive
officers
may
be
deemed
to
be
participants
in
the
solicitation
of
proxies
from
the
stockholders
of
Regions
Financial
and/or
AmSouth
in
connection
with
the
proposed
Merger.
Information
about
the
directors
and
executive
officers
of
Regions
Financial
is
set
forth
in
the
proxy
statement
for
Regions
Financial's
2006
annual
meeting
of
stockholders,
as
filed
with
the
SEC
on
April
5,
2006.
Information
about
the
directors
and
executive
officers
of
AmSouth
is
set
forth
in
the
proxy
statement
for
AmSouth's
2006
annual
meeting
of
stockholders,
as
filed
with
the
SEC
on
April
20,
2006.
Additional
information
regarding
the
interests
of
those
participants
and
other
persons
who
may
be
deemed
participants
in
the
transaction
may
be
obtained
by
reading
the
joint
proxy
statement/prospectus
regarding
the
proposed
Merger
when
it
becomes
available.
You
may
obtain
free
copies
of
these
documents
as
described
above.


4
Transaction
Rationale
The
Power
of
the
Combination
Financially Compelling
Market-for-market exchange
Substantial cost takeout opportunities
Significant potential EPS accretion
Meaningful excess capital generated
Strategically Compelling
Creates top 10 U.S. bank
Strong presence in its core markets
Combination enhances revenue composition, growth prospects and capital efficiency
Willingness to reallocate resources to higher growth markets
Key management roles defined
Disciplined approach to integration


5
Transaction Summary
Regions Financial Corporation
0.7974 Regions shares per AmSouth share
1
62% Regions / 38% AmSouth
$27 billion
12 Regions / 9 AmSouth
Jack Moore –
Chairman
Dowd Ritter –
Chief Executive Officer
Current Regions dividend
$2.5 billion
Q4 2006
Normal shareholder and regulatory
Completed
19.9%
Name:
Exchange Ratio:
Ownership:
Combined Market Capitalization:
Board of Directors:
Executive Management:
Dividend Policy:
Illustrative Divestitures:
Anticipated Closing:
Approvals:
Due Diligence:
Reciprocal Options:
1
Based on market close on 22-May-2006 with a Regions stock price of $35.68 and AmSouth stock price of $28.53.


6
Proposed Executive Management Team
Human
Resources
Dave Edmonds
Operations &
Technology
Dave Gordon
Chief Financial
Officer
Bryan Jordan
Financial
Services
Doug Edwards
General
Banking Group
Sam Upchurch
Alan Deer
General Counsel
Corporate Secretary
Lines of
Business Group
Grayson Hall
Transition &
Integration
Rick Horsley
Chief Risk Officer
Bill Wells
Board of Directors
Jackson W. Moore
Chairman
Allen Morgan
Vice Chairman
C. Dowd Ritter
President and CEO


7
Integration and Strategic Vision
Strategic combination of like-minded partners with a shared vision of the future
Execution risk mitigated by similar operating models and conservative transaction
structure
Draw on successful integration track records of both organizations
Communicate consistently with employees, customers and affected communities
Both companies are well prepared and ready for this merger


8
AL
MS
TN
AR
LA
TX
NC
FL
VA
KY
MO
MD
IN
IL
GA
IA
SC
Combined Franchise Footprint
AmSouth
Regions
Morgan Keegan
Insurance
Source:  SNL DataSource.  Deposit data as of 30-Jun-2005.
Note:  Does not include impact of deposit divestitures.
2,000 Bank Branches
2,800 ATMS
5mm Households
Pro Forma States
State
Dep.
Mkt. Share
Rank
AL
$20.4
31%
#1
FL
17.8
5
#4
TN
17.2
18
#2
LA
6.1
11
#3
MS
5.8
17
#1
GA
5.8
4
#6
AR
4.5
11
#1
IL
2.7
1
#20
TX
2.7
1
#20
MO
2.5
3
#7
IN
1.9
2
#10
Other
2.4


9
Combination Creates Scale and Regional Leadership
Rank
Statistics
National
Southeast
Market Capitalization
#10
#4
Tangible Common Equity
10
4
Deposits
10
4
Branches
8
3
Source:  SNL DataSource; statistics pro forma for recent acquisitions.
Note:  Market data as of 23-May-2006; pro forma for recent acquisitions.  Pro forma market capitalization, deposits and branches do not include the impact of
branch consolidation or divestitures.


10
Strengthens Presence in Key MSAs
1.
Birmingham-Hoover, AL
1
90
$ 6,340
61%
39 %
2.
Nashville, TN
1
102
6,102
73 
27 
3.
Miami, FL
5
71
5,416
100 
4.
Tampa-St.Petersburg-Clearwater, FL
4
80
3,530
91 
5.
Memphis, TN-MS-AR
2
80
3,493
19 
81 
6.
Mobile, AL
1
46
3,305
38 
62 
7.
Saint Louis, MO-IL
4
78
3,251
100 
8.
Atlanta-Sandy Springs-Marietta, GA
7
58
2,596
100 
9.
Montgomery, AL
1
32
2,207
34 
66 
10.
Jackson, MS
2
45
1,916
77 
23 
11.
New Orleans-Metairie-Kenner, LA
4
44
1,911
27 
73 
12.
Huntsville, AL
1
33
1,907
41 
59 
13.
Knoxville, TN
2
41
1,866
81 
19 
14.
Little Rock-North Little Rock, AR
1
34
1,772
100 
15.
Baton Rouge, LA
4
38
1,426
16 
84 
16.
Pensacola-Ferry Pass-Brent, FL
1
28
1,384
71 
29 
17.
Chattanooga, TN-GA
3
36
1,301
84 
16
18.
Tuscaloosa, AL
1
16
1,232
38 
62 
19.
Orlando-Kissimmee, FL
6
43
1,213
76 
24 
20.
Daphne-Fairhope, AL
1
20
1,028
28
72
21.
Shreveport-Bossier City, LA
2
23
993
77 
23 
22.
Indianapolis-Carmel, IN
6
30
843
100 
23.
Panama City-Lynn Haven, FL
1
12
828
40 
60 
24.
Houston-Sugar Land-Baytown, TX
18
31
805
100 
25.
Naples-Marco Island, FL
5
11
711
100 
MSA
MSA
Rank
Rank
Branches
Branches
Deposits
Deposits
AmSouth
AmSouth
Regions
Regions
Contribution
Contribution
Source:  SNL DataSource. Deposit data as of 30-Jun-2005.
Note:  Does not include impact of deposit divestitures.
Ranked #1-5 in 21 of Top 25 Markets
#1 in 10 of Top 25 Markets


11
Combination Creates Strategic Opportunities
Greater portfolio diversity
Limited credit overlap
Increased lending capacity
Diverse business mix
Morgan Keegan
Trust
Insurance
Mortgage
Benefit from size and diversity
Excess capital from synergies
Accelerate investment in high growth markets
Balance Sheet Benefits
Broad Customer Penetration
Enhanced Fee Revenues
Improved Capital Efficiency
Accelerated Deposit Growth


12
A Balanced Loan Portfolio
Residential Real Estate
20%
Construction
13%
Consumer
22%
Commercial Real Estate
17%
Small/Middle Market Business
28%
Total Combined Loans = $95.2 Billion
Minimal
Overlapping Credits


13
AmSouth
AmSouth
Morgan Keegan
Morgan Keegan
Incremental opportunity through successful leveraging of Morgan
Keegan across AmSouth’s franchise
300+ brokerage locations in 16 states
1,070 financial advisors
Customer assets of $61 billion
Trust assets of $37 billion
Presence in over 250 Regions bank branches
644 full-service bank branch locations
270 Series 7 licensed financial consultants
Trust assets of $27 billion
Strong de novo experience capabilities
Private banking / 25,000 households
Leading Regional Brokerage Platform to be
Levered Across AmSouth Franchise
97 Morgan Keegan locations in AmSouth’s footprint
Leverage private banking capabilities
Increased Florida opportunities


14
AmSouth’s Successful De Novo Branching Track Record in Florida
AmSouth has opened 93 Florida offices since 2002
Generated $1.6 billion in deposits
Produced $1 billion in loans
Represents 70,000 consumer households
Given strong market demographics, additional growth opportunities exist
45 additional locations will be opened during the remainder of this year
Opportunity to leverage de novo branching expertise across the combined
footprint
Broader access to demographically attractive markets


15
Enhanced Capital Generation and Efficiency
Tangible Common Equity / Tangible Assets
Tangible Common Equity / Tangible Assets
6.11%
5.72%
5.88%
4.95%
5.88%
Pro Forma¹
Regions
SunTrust
BB&T
Large-Cap
Banks
Regional Banks
Ratings²
(S&P / Moody's)
A / A1
A+ / Aa3
A+ / Aa3
~ $1 bn of Annual Capital Generation
Source:
SNL DataSource.  Financial data at 31-Mar-2006.
Note:
Large Caps:  Bank of America, Wells Fargo, Wachovia, U.S. Bancorp.
Regional Banks:  SunTrust, National City, BB&T, Fifth Third, PNC, KeyCorp, M&T, M&I, Comerica.
1
Includes estimated goodwill, restructuring charges and core deposit intangibles.  Does not include impact of deposit divestitures.
2
Regions ratings are prior to transaction announcement.


Pro Forma Financial Impact


17
Transaction Assumptions
Cost Savings:
Restructuring Charge:
Revenue Enhancements:
Illustrative Divestitures:
Core Deposit Intangible:
Earnings estimates
1
:
Closing:
$400 million pre-tax annual cost savings
(approximately 10% of combined expenses)
Full run-rate cost saves achieved by Q2 2008
Realization of $150 million pre-tax in 2007, $350
million pre-tax in 2008
$700 million pre-tax
None assumed
$2.5 billion
3% of AmSouth’s core deposits amortized over 10
years using sum of the years digits methodology
AmSouth 2006E and 2007E EPS of $2.13 and $2.30,
respectively; 2008E EPS applies 7.5% growth to
2007E
Regions 2006E and 2007E EPS of $2.58 and $2.77,
respectively; 2008E EPS applies 8.0% growth to
2007E
Q4 2006
1
Based on First Call consensus estimates.


18
Pro Forma Financial Results
Cost-Savings Phase-In
$350mm
$400mm
2007
2008
2008
Impact to Regions
GAAP EPS
0.1%
6.8%
8.3%
Cash EPS
4.2%
10.2%
11.7%
Impact to AmSouth
GAAP EPS
(3.9)%
3.0%
4.5%
Cash EPS
1.4%
7.6%
9.1%
Dividend Impact to AmSouth
7.3%
Note:   Analysis does not take into account impact of purchase accounting mark to market adjustments or revenue synergies.     


19
Substantial Synergies with Low Integration Risk
Personnel
$200
Occupancy / Equipment
65
Operations / Technology Reductions
75
Corporate / Other
60
Total (Pre-Tax)
$400
(Dollars in Millions)
Fully Phased-in Cost
Savings
Savings
Expected Sources of Cost Savings
Expected Sources of Cost Savings
Significant branch overlap —
Over 230 branches within 1 mile radius
Full run-rate cost savings achieved by Q2 2008


20
Cost Savings Value Creation for Shareholders
1
Capitalizes management’s estimated cost savings of $400mm pre-tax (38% marginal tax rate) at a 12.5x earnings multiple, less the impact of estimated
restructuring costs of $700mm pre-tax (30% tax rate).
Regions
62%
$1.6bn
Approximately 10%
Per Share
AmSouth
38%
$1.0bn
Approximately 10%
Per Share
$2.6bn of Value¹
$400mm Cost Savings
Ownership:
Share of Cost Savings:
Value Creation:


21
Deliberate, Disciplined Approach to Combining Financial Models
Generate positive operating leverage through expense control and
quality revenue growth
Financial metric driven
Rigorous evaluation of capital allocation
Willingness to exit low return markets and businesses
Focus on high density / higher growth markets
Redeploy capital at higher returns
Focus relentlessly on execution
Measurement and accountability


22
Transaction
Rationale
The
Power
of
the
Combination
Financially Compelling
Market-for-market exchange
Substantial cost takeout opportunities
Significant potential EPS accretion
Meaningful excess capital generated
Strategically Compelling
Creates top 10 U.S. bank
Strong presence in its core markets
Combination enhances revenue composition, growth prospects and capital efficiency
Willingness to reallocate resources to higher growth markets
Key management roles defined
Disciplined approach to integration


Appendix


24
Source:  Publicly available financial statements.
1
Does not include purchase accounting adjustments and/or merger costs.
Combined Balance Sheet
(Dollars in Millions)
As of 03/31/2006
AmSouth
Regions
Combined
1
Assets:
Cash and Investment Securities
$
12,505
$
13,913
$
26,418
Loans, net of unearned income
36,738
58,460
95,198
Goodwill & Intangibles
296
5,292
5,588
Other Assets
3,320
6,929
10,249
Total Assets
$
52,858
$
84,595
$
137,453
Liabilities and Equity
Deposits
$
37,119
$
60,519
$
97,638
Borrowings
10,296
11,518
21,814
Other Liabilities
1,825
1,900
3,726
Total Liabilities
$
49,240
$
73,938
$
123,178
Equity
3,618
10,657
14,275
Total Liabilities and Equity
$
52,858
$
84,595
$
137,453


25
Loan Composition
Source:  Publicly available financial statements.
(Dollars in Millions)
As of 03/31/2006
Residential
$
6,078
17
%
Residential RE
$
12,925
22
%
Residential RE
$
19,003
20
%
Commercial RE
3,068
8
Commercial RE
13,379
23
Commercial RE
16,448
17
Commercial
11,369
31
Commercial
14,954
26
Commercial
26,323
28
Consumer
11,395
31
Consumer
9,500
16
Consumer
20,895
22
Construction
4,827
13
Construction
7,701
13
Construction
12,529
13
Total
$
36,738
Total
$
58,460
Total
$
95,198
AmSouth
Regions
Combined


26
Allowance / Loans²
0.96%
1.34%
1.19%
1.06%
Allowance / NPAs²
351.1
191.3
222.7
288.4
NPAs / Assets
0.19
0.48
0.37
0.27
NCOs / Avg. Loans
0.47
0.20
0.30
0.17
AmSouth
Regions
Combined
Regional Banks
1
Strengthened Balance Sheet / Diversified Portfolio
Improves Credit Risk Profile
Expanded geographic and loan category diversification of portfolio improves
pro forma companies credit profile
Historically strong credit quality metrics with shared underwriting standards
Total Hurricane Katrina reserves of $77 million of which $72 million are still
available
Credit Quality Metrics
Credit Quality Metrics
1
Includes SunTrust, National City, BB&T, Fifth Third, PNC, KeyCorp, M&T, M&I, Comerica.
2
Does not give effect to SOP03-3 adjustment.


27
Deposit Composition
Source:  Publicly available financial statements.
(Dollars in Millions)
As of 03/31/2006
Non-Interest
$
8,291
22
%
Non-Interest
$
13,328
22
%
Non-Interest
$
21,619
22
%
Savings/NOW/MMKT
17,387
47
Savings/NOW/MMKT
25,570
42
Savings/NOW/MMKT
42,957
44
Time
10,424
28
Time
18,355
30
Time
28,779
29
Foreign
1,017
3
Foreign
3,266
5
Foreign
4,283
4
Total
$
37,119
Total
$
60,519
Total
$
97,638
AmSouth
Regions
Combined


28
Pro Forma Financial Results
(Dollars in millions, except EPS data)
Operating Income
2007
2008
Regions Stand Alone GAAP Net Income
$1,247
$1,312
AmSouth Stand Alone GAAP Net Income
800
840
$2,047
$2,152
After-Tax Transaction Adjustments
Cost Savings
$93
$217
Incremental CDI Amortization
(95)
(86)
Loss of Income from Illustrative Deposit Divestitures
(31)
(31)
Other Adjustments
(6)
(9)
Pro Forma Net Income
$2,008
$2,243
Pro Forma GAAP EPS
$2.77
$3.19
Pro Forma Cash EPS
2.93
3.34
Average Diluted Shares Outstanding (Millions)
725
702
Impact to Regions
GAAP EPS
0.1%
6.8%
Cash EPS
4.2
10.2
Impact to AmSouth
GAAP EPS
(3.9)%
3.0%
Cash EPS
1.4
7.6