<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED JUNE 30, 1994 COMMISSION FILE NUMBER
0-6159
REGIONS FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 63-0589368
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
417 North 20th Street, Birmingham, Alabama 35202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (205) 832-8450
(Former name, former address and former fiscal year, if changed
since last report)
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
and (2) has been subject to the filing requirements for at least
the past 90 days.
YES X NO
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practical date.
Common Stock, $.625 Par Value-40,908,292 shares outstanding
as of July 29, 199
<PAGE>
REGIONS FINANCIAL CORPORATION
INDEX
Page Number
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Statement of Condition -
June 30, 1994, December 31, 1993
and June 30, 1993 2
Consolidated Statement of Income -
Three months ended June 30, 1994 and
June 30, 1993 and Six months ended
June 30, 1994 and June 30, 1993 3
Consolidated Statement of Cash Flows -
Six months ended June 30, 1994 and
June 30, 1993 4
Notes to Consolidated Financial Statements -
June 30, 1994 5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
<PAGE>
REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CONDITION
(DOLLAR AMOUNTS IN THOUSANDS) (UNAUDITED)
<TABLE>
June 30 December 31 June 30
1994 1993 1993
<S> <C> <C> <C>
ASSETS
Cash and due from banks $ 393,188 $ 462,032 $ 452,315
Interest-bearing deposits in other
banks 630 11,031 1,449
Investment securities 1,882,843 2,368,445 1,610,389
Securities available for sale 546,022 0 0
Trading account assets 8,487 20,368 4,976
Mortgage loans held for sale 331,550 285,665 280,230
Federal funds sold and securities
purchased under agreement to resell 12,909 106,724 8,608
Loans 7,324,560 6,869,497 5,476,758
Unearned income (26,985) (36,251) (44,210)
Loans, net of unearned income 7,297,575 6,833,246 5,432,548
Allowance for loan losses (108,286) (100,762) (86,160)
Net Loans 7,189,289 6,732,484 5,346,388
Premises and equipment 142,852 140,206 118,098
Interest receivable 72,794 67,488 56,249
Due from customers on acceptances 46,348 75,913 36,848
Other assets 195,896 205,992 155,019
$10,822,808 $10,476,348 $8,070,569
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Non-interest-bearing $ 1,186,893 $ 1,196,685 $1,024,964
Interest-bearing 7,600,656 7,574,009 5,838,587
Total Deposits 8,787,549 8,770,694 6,863,551
Borrowed funds:
Short-term borrowings:
Federal funds purchased and
securities sold under agreement
to repurchase 510,040 184,566 232,682
Commercial paper 17,000 17,201 18,735
Other short-term borrowings 1,482 1,994 1,160
Total Short-term Borrowings 528,522 203,761 252,577
Long-term borrowings 437,488 462,862 141,819
Total Borrowed Funds 966,010 666,623 394,396
Bank acceptances outstanding 46,348 75,913 36,848
Other liabilities 117,451 112,153 89,118
Total Liabilities 9,917,358 9,625,383 7,383,913
Stockholders' Equity:
Common Stock, par value $.625 a share:
Authorized - 120,000,000 shares
Issued, including treasury stock -
43,510,939; 42,520,025; and
39,080,738 shares, respectively 27,194 26,575 24,425
Surplus 379,105 375,983 269,507
Undivided profits 515,804 462,280 423,994
Treasury stock, at cost - 1,590,579;
1,470,700; and 1,924,700 shares;
respectively (16,276) (12,320) (28,713)
Unearned restricted stock (1,265) (1,553) (2,557)
Unrealized gain on securities available
for sale, net of taxes 888 0 0
Total Stockholders' Equity 905,450 850,965 686,656
$10,822,808 $10,476,348 $8,070,569
</TABLE>
See notes to consolidated financial statements.
<PAGE>
REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)
<TABLE>
Three Months Ended Six Months Ended
June 30 June 30
1994 1993 1994 1993
<S> <C> <C> <C> <C>
Interest Income:
Interest and fees on loans $137,966 $104,330 $268,912 $206,364
Interest on securities:
Taxable interest income 35,956 26,176 71,475 53,210
Tax-exempt interest income 3,324 2,832 6,574 5,423
Total Interest on Securities 39,280 29,008 78,049 58,633
Interest on mortgage loans held for sale 4,832 4,166 8,351 7,251
Income on federal funds sold
and securities purchased under
agreement to resell 270 292 1,181 1,089
Interest on time deposits in other banks 6 31 65 165
Interest on trading account assets 46 44 63 88
Total Interest Income 182,400 137,871 356,621 273,590
Interest Expense:
Interest on deposits 67,213 48,674 133,412 97,103
Interest on short-term borrowings 3,371 1,524 4,577 2,350
Interest on long-term borrowings 7,040 2,698 14,334 5,318
Total Interest Expense 77,624 52,896 152,323 104,771
Net Interest Income 104,776 84,975 204,298 168,819
Provision for loan losses 4,704 6,000 9,179 13,300
Net Interest Income After Provision
for Loan Losses 100,072 78,975 195,119 155,519
Non-Interest Income:
Trust department income 4,766 4,276 9,821 8,703
Service charges on deposit accounts 11,918 10,776 23,438 21,380
Mortgage servicing and origination fees 11,431 10,917 22,083 19,896
Securities gains (losses) 74 (5) 106 42
Other 7,506 6,604 17,124 13,176
Total Non-Interest Income 35,695 32,568 72,572 63,197
Non-Interest Expense:
Salaries and employee benefits 44,193 38,541 86,283 77,046
Net occupancy expense 4,682 3,619 9,710 7,182
Furniture and equipment expense 5,557 4,426 10,652 8,640
Other 28,067 22,419 57,391 42,228
Total Non-Interest Expense 82,499 69,005 164,036 135,096
Income Before Income Taxes 53,268 42,538 103,655 83,620
Applicable income taxes 17,822 14,601 34,435 28,257
Net Income $ 35,446 $ 27,937 $ 69,220 $ 55,363
Average number of shares outstanding 41,962 37,055 41,925 37,172
Per share:
Net income $0.84 $0.75 $1.65 $1.49
Cash dividends declared $0.30 $0.26 $0.60 $0.52
</TABLE>
See notes to consolidated financial statements.
<PAGE>
REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(DOLLAR AMOUNTS IN THOUSANDS) (UNAUDITED)
<TABLE>
Six Months Ended
June 30
1994 1993
<S> <C> <C>
Operating Activities:
Net income $ 69,220 $ 55,363
Adjustments to reconcile net cash provided
by operating activities:
Depreciation and amortization of premises and
equipment 8,448 6,812
Provision for loan losses 9,179 13,300
Net amortization (accretion) of securities 3,526 (185)
Amortization of loans and other assets 8,983 6,494
Amortization of deposits and borrowings (3,360) 0
Provision for losses on other real estate (763) 226
Deferred income taxes (4,868) (3,463)
(Gain) Loss on sale of premises and equipment (412) 37
Realized security (gains) (106) (42)
Decrease in trading account assets 11,881 7,113
(Increase) in mortgages held for sale (45,885) (72,618)
(Increase) in interest receivable (5,306) (3,129)
Decrease (increase) in other assets 2,160 (20,324)
Increase in other liabilities 9,631 3,439
Other 464 567
Net Cash Provided (Used) By Operating Activities 62,792 (6,410)
Investing Activities:
Net (increase) in loans (466,269) (292,060)
Proceeds from sale of securities 3,100 230
Proceeds from maturity of investment securities 685,357 250,871
Proceeds from maturity of securities available
for sale 17,663 0
Purchase of investment securities (766,536) (191,093)
Purchase of securities available for sale (2,000) 0
Net decrease (increase) in interest-bearing deposits
in other banks 10,401 (1,107)
Proceeds from sale of premises and equipment 3,000 125
Purchase of premises and equipment (13,682) (9,200)
Net decrease (increase) in customers' acceptance
liability 29,565 (9,670)
Net Cash (Used) By Investing Activities (499,401) (251,904)
Financing Activities:
Net increase in deposits 19,050 162,409
Net increase (decrease) in short-term borrowings 324,761 (582)
Proceeds from long-term borrowings 1,808 6,402
Payments on long-term borrowings (26,017) (1,573)
Net (decrease) increase in bank acceptance
liability (29,565) 9,670
Issuance of common stock for acquisitions 12,601 8,926
Cash dividends (25,494) (19,292)
Purchase of treasury stock (3,956) (16,393)
Proceeds from exercise of stock options 762 829
Net Cash Provided By Financing Activities 273,950 150,396
(Decrease) In Cash And Cash Equivalents (162,659) (107,918)
Cash and Cash Equivalents, Beginning of Period 568,756 568,841
Cash And Cash Equivalents, End of Period $ 406,097 $ 460,923
</TABLE>
See notes to consolidated financial statements.
<PAGE>
REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1994
NOTE A -- Basis of Presentation
The accompanying unaudited consolidated financial statements have
been prepared in accordance with the instructions for Form 10-Q,
and, therefore, do not include all information and footnotes
necessary for a fair presentation of financial position, results
of operations and cash flows in conformity with generally accepted
accounting principles. For a summary of significant accounting
policies that have been consistently followed, see NOTE A to the
Consolidated Financial Statements included in the 1993 Annual Re-
port to Stockholders previously filed as Exhibit 13 to Form 10-K.
It is management's opinion that all adjustments, consisting of
only normal and recurring items necessary for a fair presentation,
have been included.
Certain amounts in prior periods have been reclassified to conform
to the current period presentation.
NOTE B -- Completed Acquisitions
On May 31, 1994, Regions issued 828,850 shares of common stock in
exchange for all the outstanding common stock of Guaranty Bancorp.
The acquisition, accounted for as a pooling-of-interests, added
$187 million in assets and six offices in the Baton Rouge,
Louisiana market.
On July 7, 1994, Regions purchased, for $17 million in cash and
notes, First Fayette Bank, located in Fayette, Alabama, adding $77
million in assets and two offices.
Also during the second quarter, Regions acquired from the
Resolution Trust Corporation, four branch offices in Panama City,
Florida, and one branch office in each of Atmore and Brewton,
Alabama with combined deposits of approximately $50 million.
NOTE C -- Pending Acquisitions
During the second quarter of 1994, Regions entered into an
agreement to acquire all the outstanding stock of American
Bancshares, Inc. (ABI) of Monroe, Louisiana. The agreement calls
for the exchange of 2.4445 shares of Regions common stock for each
share of ABI's outstanding shares. ABI currently has 729,937
shares outstanding which would result in the issuance of 1,784,331
shares of Regions common stock. This transaction is subject to
approval by the stockholders of ABI and by various regulatory
authorities. ABI, which operates eight offices, had assets of
$289 million and deposits of $263 million at June 30, 1994.
Regions also entered into an agreement, during the second quarter,
to acquire all the outstanding stock of Union Bank and Trust
(Union) located in Montgomery, Alabama. The agreement calls for
the exchange of Regions common stock for all of Union's
outstanding shares. The number of Regions shares to be issued
will be determined by the market price of Regions common stock
during a specified period. At current price levels, the total
number of Regions common stock to be issued for Union would be
approximately 1,812,000 shares, valued at approximately $65
million. This transaction is subject to approval by the
stockholders of Union and by various regulatory authorities.
Union, which operates ten offices in the Montgomery, Alabama area,
had assets of $429 million and deposits of $324 million at June
30, 1994.
NOTE D - Change in Method of Accounting for Debt and Equity
Securities
In May 1993 the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 115 "Accounting
for Certain Investments in Debt and Equity Securities" (SFAS No.
115). Regions adopted the provisions of the new standard for
investments held on or acquired after January 1, 1994. In
accordance with the statement, prior period financial statements
have not been restated to reflect the change in accounting
principle. Adoption of Statement 115 did not have a material
effect on the consolidated financial statements.
<PAGE>
Management's Discussion and Analysis
of Financial Condition and Results of Operations
Regions' total assets at June 30, 1994, were $10.8 billion --an
increase of 34% over a year earlier. This increase was due to
growth in almost all categories of assets, particularly loans and
securities, primarily related to acquisition activity. Since
year-end 1993, total assets have increased 3%.
Comparisons with the prior year are significantly affected by
acquisitions during the last year, which are summarized in the
chart presented below. All of the acquisitions were accounted for
as purchases, except for the Guaranty Bancorp transaction, which
was accounted for as a pooling-of-interests. Prior year financial
information has not been restated to give effect to the Guaranty
Bancorp transaction since the effect is not material.
<TABLE>
<S> <C> <C> <C>
Date Headquarters Total Assets
Acquired Company Acquired Location (in thousands)
October First Federal DeFuniak
1993 Savings Bank of Springs,
DeFuniak Springs Florida $ 89,295
December First Federal Marianna, 101,084
1993 Savings Bank of Florida
Marianna
December Secor Bank, Birmingham, 1,831,937
1993 Federal Savings Alabama
Bank
May 1994 Branches Four branches 50,700
Purchased from in Panama City,
the Resolution Florida and one
Trust branch each in
Corporation Atmore and
Brewton,
Alabama
May 1994 Guaranty Bancorp Baton Rouge, 186,879
Louisiana
</TABLE>
Loans have increased 34% since a year ago. The above acquisitions
accounted for a 23% increase in loans, with the remaining 11% in-
crease attributable to internal growth, primarily in consumer and
one-to-four family residential mortgage loans. Since year-end,
total loans have increased 7%, due primarily to growth in consumer
and one-to-four family residential mortgage loans. The average
yield on loans during the first half of 1994 was 7.79%, compared
to 8.10% during the same period in 1993. This decrease was pri-
marily the result of lower average base lending rates.
Non-performing assets were as follows (in thousands):
<TABLE>
June 30, Dec. 31, June 30,
1994 1993 1993
<S> <C> <C> <C>
Non-accruing loans $ 36,275 $ 39,519 $ 27,111
Loans past due 90
days or more 5,387 13,028 3,531
Renegotiated loans 3,897 4,169 1,865
Other real estate 9,688 13,720 11,769
Total $ 55,247 $ 70,436 $ 44,276
Non-performing assets
as a percentage of
loans and other real
estate 0.76% 1.03% 0.81%
</TABLE>
Non-accruing loans have increased $9.2 million since June 30,
1993, but decreased $3.2 million since year-end. The increase from
the prior year is due primarily to non-accruing commercial real
estate loans added as a result of the Secor acquisition. At June
30, 1994, real estate loans comprised $21.7 million of total
non-accruing loans, with commercial loans accounting for $12.0
million and installment loans $2.6 million. Other real estate
decreased $4.0 million since year-end and $2.1 million since the
first half of last year, due primarily to the disposition of
several parcels of other real estate.
Activity in the allowance for loan losses is summarized as follows
(in thousands):
<TABLE>
June 30, June 30,
1994 1993
<S> <C> <C>
Balance at beginning of year $100,762 $ 73,619
Net loans charged-off (recovered):
Commercial 152 (212)
Real estate 2,226 (211)
Installment 1,232 1,513
Total 3,610 1,090
Allowance of acquired banks 1,955 331
Provision charged to expense 9,179 13,300
Balance at end of period $108,286 $ 86,160
</TABLE>
Net loan losses in the first half of 1994 were 0.10% of loans
(annualized), compared to 0.04% of loans (annualized) in the first
half of 1993. Higher net charge-offs of real estate loans in the
first half of 1994, resulted in higher net loan losses in 1994.
At June 30, 1994, the allowance for loan losses stood at 1.48% of
loans, compared to 1.59% a year ago and 1.47% at year-end. The
allowance for loan losses as a percentage of non-performing loans
and non-performing assets was 238% and 196%, respectively, at June
30, 1994, compared to 265% and 195%, respectively, at June 30,
1993.
The allowance for loan losses is maintained at a level deemed ade-
quate by management to absorb possible unidentified losses from
loans in the portfolio. In determining the adequacy of the allow-
ance for loan losses, management considers numerous factors, in-
cluding but not limited to: (1) management's estimate of future
economic conditions and the resulting impact on Regions, (2)
management's estimate of the financial condition and liquidity of
certain loan customers, and (3) management's estimate of collat-
eral values of property securing certain loans. Because all of
these factors and others involve the use of management's estima-
tion and judgment, the allowance for loan losses is inherently
subject to adjustment at future dates. At June 30, 1994, it is
management's opinion that the allowance for loan losses is ade-
quate. However, unfavorable changes in any of the above factors
or other factors could require additional provisions, in excess of
normal provisions, to the allowance for loan losses in future pe-
riods.
Total securities have increased 51% since a year ago, primarily as
a result of securities added by the acquisitions completed since
mid-year 1993. Since year-end, securities have increased 3%.
Mortgage loans held for sale increased $45.9 million since year-
end and $51.3 million since June 30, 1993. Improving economic
conditions, combined with competitive pricing of residential
mortgages, even with higher market rates in 1994, resulted in
increased loan production throughout the first half of the current
year.
Interest-bearing deposits in other banks at June 30, 1994, totaled
$630,000, a decrease of $819,000 over the same period in 1993 and
$10.4 million since year-end. Maturities from these short-term
investments were not reinvested in this category of earning
assets.
Net federal funds purchased and security repurchase agreements
totaled $497.1 million at June 30, 1994, $77.8 million at year-end
and $224.1 million at June 30, 1993. The level of federal funds
and security repurchase or resell agreements can fluctuate sig-
nificantly on a day-to-day basis, depending on funding needs and
which sources of funds are used to satisfy those needs. During
the first half of 1994, net funds purchased averaged $150.5 mil-
lion, compared to $54.1 million in the first half of 1993,
indicating more reliance on purchased funds to support earning
assets in the first half of 1994 than in the same period last
year.
Premises and equipment increased $24.8 million from the second
quarter of 1993. This increase was due primarily to the addition
of premises and equipment obtained through acquisitions during the
last year.
Other assets decreased $10.1 million since year-end, but increased
$40.9 million since the second quarter of 1993, due primarily to
increased excess purchase price and deferred tax assets added by
the 1993 acquisitions. The decrease since year-end is attributable
primarily to declines in other real estate and miscellaneous
receivables.
Total deposits have increased 28% since June of last year. The
deposits acquired in connection with acquisitions resulted in a
26% increase, with the remaining 2% attributable to internal
growth and increases in certificates of deposit greater than
$100,000. Since year-end, total deposits have remained relatively
unchanged.
Long-term borrowings have decreased $25.4 million since year-end
but have increased $295.7 million since June 30, 1993. In the last
half of 1993, as a result of acquisitions, Regions assumed $294.6
million of Federal Home Loan Bank advances and $27.0 million in
medium term notes. The decline in long-term borrowings since year
end, resulted from normal payments and maturities, primarily on
Federal Home Loan Bank advances.
Stockholders' equity was $905 million at June 30, 1994, an in-
crease of 32% over last year and an increase of 6% since year end.
These increases resulted primarily from internally generated capi-
tal and equity added in connection with the acquisitions during
the last year. Also adding to equity was a $888,000 unrealized
gain on securities classified as available for sale, arising from
the adoption of SFAS No. 115. Regions' ratio of equity to total
assets was 8.37% at June 30, 1994, compared to 8.51% a year ago
and 8.12% at year end.
Regions' primary sources of liquidity are maturities from its loan
and securities portfolios. At June 30, 1994, Regions had approxi-
mately $194 million of securities maturing in one year or less.
The average maturity of the securities portfolio was 9.2 years
using contractual maturities. At December 31, 1993, approximately
$1.2 billion in loans was due to mature in one year or less.
Although the amount at June 30, 1994, has not been determined,
loan maturities would provide significant liquidity. In addition
to these sources of liquidity, Regions has access to purchased
funds in the state and national money markets. Liquidity is
further enhanced by a relatively stable source of deposits. At
June 30, 1994, the loan to deposit ratio was 83.04%, compared to
79.15% a year ago and 77.91% at year-end. Regions' management
places constant emphasis on the maintenance of adequate liquidity
to meet conditions that might reasonably be expected to occur.
Net interest income for the first half of 1994 increased $35.5
million, compared to the same period in 1993. The increased net
interest income resulted from a higher level of earning assets,
partially offset by lower spreads on those earning assets. The
net yield on interest-earning assets (taxable equivalent basis)
was 4.31% in the first half of 1994, compared to 4.91% in the same
period in 1993. This ratio declined primarily because of the
lower spread associated with the assets acquired in the 1993
acquisitions. For the second quarter of 1994, net interest income
increased $19.8 million over the second quarter of 1993, due to
increased earning assets, partially offset by lower spreads on
those earning assets.
Non-interest income increased $9.4 million or 15% over the first
half of 1993 and $3.1 million or 10% over the second quarter of
1993. Trust department income increased $1.1 million or 13% on a
year-to-year comparison and $490,000 or 11% on a quarterly
comparison. This resulted from growth in trust assets and
increases in personal, corporate and employee benefit trust fees.
Increased charges for selected deposit account services, coupled
with an increase in the number of deposit accounts, resulted in
service charges on deposit accounts increasing $2.1 million or 10%
in the first half of 1994 and $1.1 million or 11% in the second
quarter, compared to the same periods in 1993. Mortgage servicing
and origination fees increased $2.2 million or 11% in the first
half of 1994 and $514,000 or 5% in the second quarter of 1994,
compared to the same periods in 1993. These increases were due to
increases in the number and dollar amount of loans serviced and to
increased volume of new loan closings. The mortgage company's
servicing portfolio totaled $8.8 billion at June 30, 1994--up $1.6
billion over a year earlier. Production of new mortgages was near
record levels during the first half or 1994, which resulted in
higher origination fees. Other non-interest income increased $3.9
million or 30% in the first half of 1994 and $902,000 or 14% in
the second quarter, over the comparable year ago periods, due
primarily to a $2.3 million gain on the sale of mortgage servicing
rights during the first quarter of 1994, increases in trading
account commissions, insurance fees and commissions, credit card
fees, safe deposit box fees and international department income.
Non-interest expense increased $28.9 million or 21% in the first
half of 1994 and $13.5 million or 20% in the second quarter of
1994, compared to the same periods in 1993. Excluding the
expenses added by acquisitions during the last year, total non-
interest expense would have increased approximately 8%. Salaries
and employee benefits were up 12% in the first half of 1994 and
15% in the second quarter, due to an increase in the number of
employees because of acquisitions and increased business activity,
particularly at Regions' mortgage banking subsidiary, coupled with
normal merit increases and higher benefit costs. Net occupancy
expense and furniture and equipment expense increased 29% in the
first half of 1994 and 27% in the second quarter, over the same
periods in 1993, primarily because of additional expenses
associated with branch offices and equipment added by recent
acquisitions. Other non-interest expense increased $15.2 million
or 36% in the first half of 1994 and $5.6 million or 25% in the
second quarter, over the same periods in 1993, primarily because
of expenses added by recent acquisitions, particularly in
supplies, postage, insurance, communications, amortization of
mortgage servicing rights and excess purchase price. Also, losses
from the sale or holding of residential mortgages originated by
the mortgage company totaled $2.8 million in 1994, compared to
gains of $868,000 in 1993.
Income tax expense increased $6.2 million (22%) over the first
half of 1993 and $3.2 million (22%) over the second quarter of
1993, primarily because of an increase in taxable income, and an
increase in taxable income as a percentage of total income.
Net income for the quarter was a record $35,446,000--up 27% over
the second quarter of last year. Year-to-date net income totaled
$69,220,000 or $1.65 per share, an increase of 11% on a per share
basis over the first half of last year. Return on stockholders'
equity declined to 15.82%, compared to 16.60% in the first half of
last year. Return on assets also declined to 1.32% in the first
half of 1994, compared to 1.44% in the first half of 1993.
<PAGE>
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
None
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the second
quarter of 1994. However, two reports on Form 8-K
dated July 8, 1994, and July 18, 1994, were filed
with the Commission since the end of the second
quarter.
The July 8, 1994, report, filed under items 5 and 7,
relates to pro forma financial statements reflecting
the effect of the recently completed and pending
acquisitions. Included in the report are the pro forma
combined condensed statement of condition as of March 31,
1994, and pro forma combined condensed statements of
income as of March 31, 1994, December 31, 1993, 1992 and 1991.
The July 18, 1994, report, also filed under items 5
and 7, relates to the issuance of $25 million of
subordinated notes.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by undersigned thereunto duly authorized.
Regions Financial Corporation
DATE: August 12,1994 /s/ Robert P. Houston
Robert P. Houston
Executive Vice President and
Comptroller
(Chief Accounting Officer and
Duly Authorized Officer)
