<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS
PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
COMMISSION FILE NUMBER 0-6159
A. Full title of the plan and address, if different from that of the
issuer named below:
REGIONS FINANCIAL CORPORATION
PROFIT SHARING PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
REGIONS FINANCIAL CORPORATION
P. O. BOX 10247
BIRMINGHAM, ALABAMA 35202
<PAGE> 2
Regions Financial Corporation
Profit Sharing Plan
Financial Statements
Years ended December 31, 1997 and 1996
The following report of independent auditors and financial statements of the
registrant are submitted herewith:
<TABLE>
<S> <C>
Report of Independent Auditors..........................................................................1
Statements of Net Assets Available for Benefits.........................................................2
Statements of Changes in Net Assets Available for Benefits..............................................3
Notes to Financial Statements...........................................................................4
Schedules
Item 27(a) - Schedule of Assets Held for Investment Purposes...........................................15
Item 27(d) - Schedule of Reportable Transactions.......................................................16
</TABLE>
All schedules (Nos. I, II and III) for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are
inapplicable or the required disclosures have been made elsewhere in the
financial statements and notes thereto. These schedules have therefore been
omitted.
<PAGE> 3
Report of Independent Auditors
Regions Financial Corporation
Employees' Profit Sharing Plan of Regions Financial Corporation
We have audited the accompanying statements of net assets available for benefits
of the Employees' Profit Sharing Plan (the Plan) of Regions Financial
Corporation as of December 31, 1997 and 1996, and the related statements of
changes in net assets available for benefits for the years then ended. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1997 and 1996, and the changes in its net assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment purposes as of December 31, 1997, and reportable
transactions for the year then ended, are presented for purposes of complying
with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974, and are
not a required part of the financial statements. The supplemental schedules have
been subjected to the auditing procedures applied in our audits of the financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the financial statements taken as a whole.
/s/ Ernst & Young LLP
Birmingham, Alabama
June 15, 1998
1
<PAGE> 4
Employees' Profit Sharing Plan of Regions Financial Corporation
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
DECEMBER 31
1997 1996
-----------------------------------------
<S> <C> <C>
ASSETS
Cash and interest bearing deposits $ 1,689,221 $ 9,598
Employer contributions receivable 21,161,918 16,232,530
Interest and dividend income receivable 59,044 425,145
Investment securities:
First Priority Balanced Fund (cost of $60,079,451 and
$47,844,429, respectively) 72,635,401 54,319,492
First Priority Ltd. Maturity Govt. Fund (cost of
$27,228,851 and $29,664,424, respectively) 27,260,160 29,493,669
First Priority Growth Fund (cost of $45,917,200 and
$21,743,039, respectively) 51,929,971 25,619,163
First Priority Value Fund (cost of $14,195,024 and
$4,043,564, respectively) 16,223,669 4,237,425
First Priority Fixed Income Fund (cost of $4,887,442 and
$531,552, respectively) 4,987,139 533,299
First Priority Treasury Money Market Fund (cost of
$23,123,532 and $14,604,690, respectively) 23,123,532 14,604,690
Regions Unitized Fund (cost of $14,422,413) 19,637,786 --
-----------------------------------------
215,797,658 128,807,738
Loans to participants 1,822,441 1,104,244
-----------------------------------------
Net assets available for plan benefits $ 240,530,282 $ 146,579,255
=========================================
</TABLE>
See accompanying notes.
2
<PAGE> 5
Employees' Profit Sharing Plan of Regions Financial Corporation
Statements of Changes in Net Assets Available for Benefits
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1997 1996
-----------------------------
<S> <C> <C>
Additions:
Contributions from employers $ 21,127,476 $ 16,024,258
Contributions from employees 6,186,391 4,206,008
Conversions 48,135,997 1,135,784
Dividend income 5,909,951 5,361,084
Capital gains 7,999,038 2,951,878
Interest income 150,623 135,591
Gain on sale of assets 4,346,285 1,427,061
-----------------------------
93,855,761 31,241,664
Deductions:
Distributions to participants 15,472,440 12,236,049
-----------------------------
15,472,440 12,236,049
-----------------------------
78,383,321 19,005,615
Unrealized appreciation in aggregate fair value
of assets 15,567,706 3,716,559
-----------------------------
Net additions 93,951,027 22,722,174
Net assets available for benefits at beginning
of year 146,579,255 123,857,081
-----------------------------
Net assets available for benefits at end of
year $240,530,282 $146,579,255
=============================
</TABLE>
See accompanying notes.
3
<PAGE> 6
Employees' Profit Sharing Plan of Regions Financial Corporation
Notes to Financial Statements
December 31, 1997
1. SIGNIFICANT ACCOUNTING POLICIES
Contributions and interest income are recorded on the accrual basis. Dividend
income is accrued as of the ex-dividend date.
Participants' distributions are recorded on the cash basis. The administrator of
the Plan is of the opinion that any participant distributions requested but not
paid as of December 31, 1997 and 1996, would not be material.
Investment securities are stated at aggregate fair value. Securities which are
traded on a national securities exchange are valued at the last reported sales
price on the last business day of the year; investments traded in the
over-the-counter market are valued at the average of last reported bid and ask
prices and listed securities for which no sale was reported on that date are
valued at last reported sales price.
The change in the difference between fair value and the cost of investments is
reflected in the statement of changes in net assets available for benefits as
unrealized appreciation in the aggregate fair value of securities.
The realized gain or loss on investments is the difference between the proceeds
received and the cost of the specific investments sold.
Regions Financial Corporation (the Sponsor) paid all administrative expenses in
the years ended December 31, 1997 and 1996.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
Certain amounts in prior year financial statements have been reclassified to
conform to the current year presentation.
2. INVESTMENTS
Regions Bank (formerly First Alabama Bank), a subsidiary of Regions Financial
Corporation, serves as corporate trustee of The Employees' Profit Sharing Plan
4
<PAGE> 7
Employees' Profit Sharing Plan of Regions Financial Corporation
Notes to Financial Statements (continued)
2. INVESTMENTS (CONTINUED)
of Regions Financial Corporation. Investors Fiduciary Trust Company, Kansas
City, Missouri, serves as custodian of the Plan and holds the Plan's investment
assets and executes transactions therein. Regions Bank serves as the investment
adviser to the First Priority mutual funds which are managed by Federated
Securities Corporation, Pittsburgh, Pennsylvania. The Regions Unitized Fund is
managed by Investors Fiduciary Trust Company and consists primarily of
investments in the common stock of Regions Financial Corporation and a small
amount of cash and cash equivalents as necessary to meet liquidity needs of the
fund. The Regions Unitized Fund's fair value is based on the quoted market price
of the common stock of Regions Financial Corporation. The cost and fair value of
investment securities are as follows:
<TABLE>
<CAPTION>
DECEMBER 31
1997 1996
----------------------------------------------------------------------
FAIR FAIR
COST VALUE COST VALUE
----------------------------------------------------------------------
<S> <C> <C> <C> <C>
First Priority Balanced Fund $ 60,079,451 $ 72,635,401 $ 47,844,429 $ 54,319,492
First Priority Ltd. Maturity
Government Fund 27,228,851 27,260,160 29,664,424 29,493,669
First Priority Growth Fund 45,917,200 51,929,971 21,743,039 25,619,163
First Priority Value Fund 14,195,024 16,223,669 4,043,564 4,237,425
First Priority Fixed Income
Fund 4,887,442 4,987,139 531,552 533,299
First Priority Treasury Money
Market Fund 23,123,532 23,123,532 14,604,690 14,604,690
Regions Unitized Fund 14,422,413 19,637,786 - -
</TABLE>
5
<PAGE> 8
Employees' Profit Sharing Plan of Regions Financial Corporation
Notes to Financial Statements (continued)
2. INVESTMENTS (CONTINUED)
The fair values of individual investments that represent 5% or more of the
Plan's net assets are as follows:
<TABLE>
<CAPTION>
DECEMBER 31
1997 1996
-----------------------------------------
<S> <C> <C>
First Priority Balanced Fund $ 72,635,401 $ 54,319,492
First Priority Ltd. Maturity Government Fund 27,260,160 29,493,669
First Priority Growth Fund 51,929,971 25,619,163
First Priority Value Fund 16,223,669 4,237,425
First Priority Treasury Money Market Fund 23,123,532 14,604,690
Regions Unitized Fund 19,637,786 -
</TABLE>
3. DESCRIPTION OF THE PLAN
The Plan is a controlled group defined contribution plan covering all employees
of Regions Financial Corporation and affiliates (the Company) who have completed
one year of service. A year of service is defined by the Plan as a twelve month
period, beginning with the date of hire, during which the employee has completed
1,000 hours of service. The Plan is subject to, and in compliance with, the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The
Plan provides profit sharing and disability benefits for its participants.
Regions Financial Corporation and all affiliates adopting the Plan (Employers)
voluntarily contribute such amounts of profits as approved by Regions' Board of
Directors. The contributions are limited to the amount deductible under the
Internal Revenue Code. The Sponsor's Board of Directors approved the addition of
a 401(k) feature to the profit sharing plan, which became effective April 1,
1985. Under its provisions, employees may elect to contribute additional pre-tax
amounts to the Plan, up to 10% of base and commission compensation. Any amounts
so contributed are subject to withdrawal restrictions upon termination of
employment or prior to age 59 1/2. The Sponsor may elect to make a voluntary
401(k) contribution as approved by Regions' Board of Directors. The Plan's
assets are directed to various investment alternatives as specified by each
participant. Each participant's account is credited with the participant's
contribution and an allocation of: (1) the Company's contribution, and (2) Plan
earnings. Allocations are based on participant's earnings or account balances,
as defined.
6
<PAGE> 9
Employees' Profit Sharing Plan of Regions Financial Corporation
Notes to Financial Statements (continued)
3. DESCRIPTION OF THE PLAN (CONTINUED)
Participants become fully vested in the employer's profit sharing contributions
only after three years of eligible service. On termination of service, a
participant will normally receive a lump-sum amount equal to the vested value of
his or her account. If the participant meets certain requirements, he/she may
elect to receive periodic payments for up to ten years. Employer 401(k)
contributions vest immediately.
Although they have not expressed any intent to do so, the Employers have the
right under the Plan to discontinue such contributions at any time and may
terminate the Plan subject to the provisions of ERISA. In the event of a
termination of the Plan, the net assets of the Plan are to be administered by
the Trustee and the Plan Administrator first for the payment of vested benefits
and second, to the remaining participants on a pro rata basis.
The foregoing description of the Plan provides only general information.
Participants should refer to the pamphlet "Summary Plan Description" for a more
complete description of the Plan's provisions. Copies of the pamphlet are
available from the Personnel Department of Regions Financial Corporation.
7
<PAGE> 10
Employees' Profit Sharing Plan of Regions Financial Corporation
Notes to Financial Statements (continued)
4. NET ASSETS ALLOCATED BY FUND
During 1997 and 1996, the Plan's net increases in assets available for benefits
were $93,951,027 and $22,722,174, respectively, allocated by fund as follows:
<TABLE>
<CAPTION>
NET INCREASE
(DECREASE) IN
FAIR VALUE FAIR VALUE AT
DURING YEAR END OF YEAR
-------------------------------
<S> <C> <C>
Year ended December 31, 1997
Investments at fair value as determined by quoted
market price:
First Priority Balanced Fund $ 18,715,528 $ 77,097,130
First Priority Ltd. Maturity Government Fund (2,667,602) 29,086,772
First Priority Growth Fund 28,558,905 57,492,987
First Priority Value Fund 12,999,676 17,749,797
First Priority Fixed Income Fund 4,693,240 5,315,329
First Priority Treasury Money Market Fund 8,713,820 29,736,965
Regions Unitized Fund 20,539,640 20,539,640
Investments at estimated fair value:
Loans to participants 718,197 1,822,441
Cash account 1,679,623 1,689,221
-----------------------------
$ 93,951,027 $240,530,282
=============================
Year ended December 31, 1996
Investments at fair value as determined by quoted
market price:
First Priority Balanced Fund $ 5,980,780 $ 58,381,602
First Priority Ltd. Maturity Government Fund (3,389,233) 31,754,374
First Priority Growth Fund 9,831,694 28,934,082
First Priority Value Fund 4,750,121 4,750,121
First Priority Fixed Income Fund 622,089 622,089
First Priority Treasury Money Market Fund 5,441,814 21,023,145
Regions Unitized Fund - -
Investments at estimated fair value:
Loans to participants (87,879) 1,104,244
Cash account (427,212) 9,598
-----------------------------
$ 22,722,174 $146,579,255
=============================
</TABLE>
8
<PAGE> 11
Employees' Profit Sharing Plan of Regions Financial Corporation
Notes to Financial Statements (continued)
4. NET ASSETS ALLOCATED BY FUND (CONTINUED)
The Plan allows the participants to elect to invest in a First Priority Balanced
Fund, First Priority Ltd. Maturity Government Fund, First Priority Treasury
Money Market Fund, First Priority Value Fund, First Priority Fixed Income Fund,
First Priority Growth Fund and/or Regions Unitized Fund. It also allows
participants to borrow against their vested assets in the Plan. The following
tables show the net assets at December 31, 1997 and 1996 and the activity for
the years then ended.
9
<PAGE> 12
Employees' Profit Sharing Plan of Regions Financial Corporation
Notes to Financial Statements (continued)
4. NET ASSETS ALLOCATED BY FUND (CONTINUED)
<TABLE>
<CAPTION>
DECEMBER 31, 1997
FIRST FIRST FIRST
FIRST PRIORITY LTD. FIRST FIRST PRIORITY PRIORITY
PRIORITY MATURITY PRIORITY PRIORITY FIXED TREASURY
BALANCED GOVERNMENT GROWTH VALUE INCOME MONEY MARKET
FUND FUND FUND FUND FUND FUND
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Assets:
Cash and interest bearing deposits $ - $ - $ - $ - $ - $ -
Employer contributions receivable 4,411,626 1,826,612 5,559,675 1,520,528 328,190 6,613,433
Interest and dividend income receivable 50,103 - 3,341 5,600 - -
Investment securities:
First Priority Balanced Fund 72,635,401 - - - - -
First Priority Ltd. Maturity Gov't Fund - 27,260,160 - - - -
First Priority Growth Fund - - 51,929,971 - - -
First Priority Value Fund - - - 16,223,669 - -
First Priority Fixed Income - - - - 4,987,139 -
First Priority Money Market Fund - - - - - 23,123,532
Regions Unitized Fund - - - - - -
--------------------------------------------------------------------------------------
Total investment securities 72,635,401 27,260,160 51,929,971 16,223,669 4,987,139 23,123,532
Loans to participants - - - - - -
--------------------------------------------------------------------------------------
Net assets available for plan benefits $ 77,097,130 $ 29,086,772 $ 57,492,987 $ 17,749,797 $ 5,315,329 $ 29,736,965
<CAPTION>
REGIONS
UNITIZED LOANS TO
FUND PARTICIPANTS CASH TOTAL
---------------------------------------------------------
<S> <C> <C> <C> <C>
Cash and interest bearing deposits $ - $ - $ 1,689,221 $ 1,689,221
Employer contributions receivable 901,854 - - 21,161,918
Interest and dividend income receivable - - - 59,044
Investment securities:
First Priority Balanced Fund - - - 72,635,401
First Priority Ltd. Maturity Gov't Fund - - - 27,260,160
First Priority Growth Fund - - - 51,929,971
First Priority Value Fund - - 16,223,669
First Priority Fixed Income - - - 4,987,139
First Priority Money Market Fund - - - 23,123,532
Regions Unitized Fund 19,637,786 - - 19,637,786
---------------------------------------------------------
Total investment securities 19,637,786 - - 215,797,658
Loans to participants - 1,822,441 - 1,822,441
---------------------------------------------------------
Net assets available for plan benefits $ 20,539,640 $ 1,822,441 $ 1,689,221 $240,530,282
</TABLE>
10
<PAGE> 13
Employees' Profit Sharing Plan of Regions Financial Corporation
Notes to Financial Statements (continued)
4. NET ASSETS ALLOCATED BY FUND (continued)
<TABLE>
<CAPTION>
DECEMBER 31, 1996
FIRST FIRST FIRST
FIRST PRIORITY LTD. FIRST FIRST PRIORITY PRIORITY
PRIORITY MATURITY PRIORITY PRIORITY FIXED TREASURY
BALANCED GOVERNMENT GROWTH VALUE INCOME MONEY MARKET
FUND FUND FUND FUND FUND FUND
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Assets:
Cash and interest bearing deposits $ - $ - $ - $ - $ - $ -
Employer contributions receivable 4,025,264 2,018,207 3,297,626 509,893 83,505 6,298,035
Interest and dividend income receivable 36,846 242,498 17,293 2,803 5,285 120,420
Investment securities:
First Priority Balanced Fund 54,319,492 - - - - -
First Priority Ltd. Maturity Gov't Fund - 29,493,669 - - - -
First Priority Growth Fund - - 25,619,163 - - -
First Priority Value Fund - - - 4,237,425 - -
First Priority Fixed Income - - - - 533,299 -
First Priority Money Market Fund - - - - - 14,604,690
---------------------------------------------------------------------------------------
54,319,492 29,493,669 25,619,163 4,237,425 533,299 14,604,690
Loans to participants - - - - - -
Net assets available for plan benefits $ 58,381,602 $ 31,754,374 $ 28,934,082 $ 4,750,121 $ 622,089 $ 21,023,145
<CAPTION>
LOANS TO
PARTICIPANTS CASH TOTAL
------------------------------------------
<S> <C> <C> <C>
Assets:
Cash and interest bearing deposits $ - $ 9,598 $ 9,598
Employer contributions receivable - - 16,232,530
Interest and dividend income receivable - - 425,145
Investment securities:
First Priority Balanced Fund - - 54,319,492
First Priority Ltd. Maturity Gov't Fund - - 29,493,669
First Priority Growth Fund - - 25,619,163
First Priority Value Fund - - 4,237,425
First Priority Fixed Income - - 533,299
First Priority Money Market Fund - - 14,604,690
------------------------------------------
- - 128,807,738
Loans to participants 1,104,244 - 1,104,244
------------------------------------------
Net assets available for plan benefits $ 1,104,244 $ 9,598 $146,579,255
</TABLE>
11
<PAGE> 14
Employees' Profit Sharing Plan of Regions Financial Corporation
Notes to Financial Statements (continued)
4. NET ASSETS ALLOCATED BY FUND (continued)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1997
FIRST FIRST FIRST
FIRST PRIORITY LTD. FIRST FIRST PRIORITY PRIORITY
PRIORITY MATURITY PRIORITY PRIORITY FIXED TREASURY
BALANCED GOVERNMENT GROWTH VALUE INCOME MONEY MARKET
FUND FUND FUND FUND FUND FUND
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Additions:
Contributions from employers $ 4,369,290 $ 1,803,546 $ 5,611,474 $ 1,514,733 $ 326,840 $ 6,599,889
Contributions from employees 1,644,449 580,313 2,245,246 617,082 125,917 515,198
Conversions 6,462,269 1,578,385 12,208,345 6,131,647 2,993,286 6,479,368
New loans - - - - - -
Other cash receipts from loans 178,268 137,340 192,824 28,365 15,082 109,025
Dividend income 2,361,519 1,520,279 507,777 272,253 170,772 1,076,184
Capital gains 2,114,394 - 5,470,537 414,107 - -
Interest income - 6,971 - - 281 21,774
Gain (loss) on sale of assets 1,726,573 (61,147) 1,735,224 277,097 6,016 -
-----------------------------------------------------------------------------------------
18,856,762 5,565,687 27,971,427 9,255,284 3,638,194 14,801,438
Deductions:
Distributions to participants 4,175,903 3,342,608 2,895,853 453,312 89,647 3,931,526
Loan principal payments and paid
outs - - - - - -
Other cash disbursements from
loans 280,083 198,924 226,803 56,667 12,029 102,100
-----------------------------------------------------------------------------------------
4,455,986 3,541,532 3,122,656 509,979 101,676 4,033,626
Interfund transfers (1,766,135) (4,893,821) 1,573,487 2,419,587 1,058,771 (2,053,992)
Unrealized appreciation
(depreciation) in aggregate
current value of securities 6,080,887 202,064 2,136,647 1,834,784 97,951 -
-----------------------------------------------------------------------------------------
Net additions (deductions) 18,715,528 (2,667,602) 28,558,905 12,999,676 4,693,240 8,713,820
Net assets beginning of year 58,381,602 31,754,374 28,934,082 4,750,121 622,089 21,023,145
-----------------------------------------------------------------------------------------
Net assets end of year $ 77,097,130 $ 29,086,772 $ 57,492,987 $ 17,749,797 $ 5,315,329 $ 29,736,965
=========================================================================================
<CAPTION>
REGIONS
UNITIZED LOANS TO CASH
FUND PARTICIPANTS ACCOUNT TOTAL
---------------------------------------------------------
<S> <C> <C> <C> <C>
Additions:
Contributions from employers $ 901,704 $ - $ - $ 21,127,476
Contributions from employees 458,186 - - 6,186,391
Conversions 10,224,005 379,069 1,679,623 48,135,997
New loans - 985,096 - 985,096
Other cash receipts from loans 19,628 - - 680,532
Dividend income 1,167 - - 5,909,951
Capital gains - - - 7,999,038
Interest income - 121,597 - 150,623
Gain (loss) on sale of assets 662,522 - - 4,346,285
---------------------------------------------------------
12,267,212 1,485,762 1,679,623 95,521,389
Deductions:
Distributions to participants 496,558 87,033 - 15,472,440
Loan principal payments and paid
outs - 680,532 - 680,532
Other cash disbursements from
loans 108,490 - - 985,096
---------------------------------------------------------
605,048 767,565 17,138,068
Interfund transfers 3,662,103 - - -
Unrealized appreciation
(depreciation) in aggregate
current value of securities 5,215,373 - - 15,567,706
---------------------------------------------------------
Net additions (deductions) 20,539,640 718,197 1,679,623 93,951,027
Net assets beginning of year - 1,104,244 9,598 146,579,255
---------------------------------------------------------
Net assets end of year 20,539,640 $ 1,822,441 $ 1,689,221 $240,530,282
=========================================================
</TABLE>
12
<PAGE> 15
Employees' Profit Sharing Plan of Regions Financial Corporation
Notes to Financial Statements (continued)
4. NET ASSETS ALLOCATED BY FUND (CONTINUED)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1996
FIRST FIRST FIRST
FIRST PRIORITY LTD. FIRST FIRST PRIORITY PRIORITY
PRIORITY MATURITY PRIORITY PRIORITY FIXED TREASURY
BALANCED GOVERNMENT GROWTH VALUE INCOME MONEY MARKET
FUND FUND FUND FUND FUND FUND
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Additions:
Contributions from employers $ 3,937,239 $ 1,862,165 $ 3,213,315 $ 573,837 $ 97,911 $ 6,339,791
Contributions from employees 1,352,153 620,941 1,326,620 290,364 99,191 516,739
Conversions 251,142 39,316 410,698 21,759 54,860 353,138
New loans - - - - - -
Other cash receipts from loans 147,769 132,429 135,020 8,426 2,536 66,368
Dividend income 2,238,276 1,868,907 312,003 73,965 25,103 842,830
Capital gains 1,383,630 - 1,370,486 197,762 - -
Interest income - - 66,872 9,392 - -
Gain (loss) on sale of assets 942,429 (29,620) 502,616 17,354 (5,718) -
-------------------------------------------------------------------------------------------
10,252,638 4,494,138 7,337,630 1,192,859 273,883 8,118,866
Deductions:
Distributions to participants 4,113,127 3,476,578 1,829,311 82,806 12,914 2,671,648
Loan principal payments and paid
outs - - - - - -
Other cash disbursements from
loans 142,786 72,379 102,502 8,167 800 63,502
-------------------------------------------------------------------------------------------
4,255,913 3,548,957 1,931,813 90,973 13,714 2,735,150
Interfund transfers (1,685,038) (3,754,645) 1,994,250 3,454,374 360,173 58,098
Unrealized appreciation
(depreciation) in aggregate
current value of securities 1,669,093 (579,769) 2,431,627 193,861 1,747 -
-------------------------------------------------------------------------------------------
Net additions (deductions) 5,980,780 (3,389,233) 9,831,694 4,750,121 622,089 5,441,814
Net assets beginning of year 52,400,822 35,143,607 19,102,388 - - 15,581,331
-------------------------------------------------------------------------------------------
Net assets end of year $ 58,381,602 $ 31,754,374 $ 28,934,082 $ 4,750,121 $ 622,089 $ 21,023,145
===========================================================================================
<CAPTION>
LOANS TO CASH
PARTICIPANTS ACCOUNT TOTAL
--------------------------------------------
<S> <C> <C> <C>
Additions:
Contributions from employers $ - $ - $ 16,024,258
Contributions from employees - - 4,206,008
Conversions 4,871 - 1,135,784
New loans 390,136 - 390,136
Other cash receipts from loans - - 492,548
Dividend income 5,361,084
Capital gains 2,951,878
Interest income 59,327 - 135,591
Gain (loss) on sale of assets - - 1,427,061
--------------------------------------------
454,334 - 32,124,348
Deductions:
Distributions to participants 49,665 - 12,236,049
Loan principal payments and paid
outs 492,548 - 492,548
Other cash disbursements from
loans - - 390,136
--------------------------------------------
542,213 13,118,733
Interfund transfers - (427,212) -
Unrealized appreciation
(depreciation) in aggregate
current value of securities - - 3,716,559
--------------------------------------------
Net additions (deductions) (87,879) (427,212) 22,722,174
Net assets beginning of year 1,192,123 436,810 123,857,081
--------------------------------------------
Net assets end of year $ 1,104,244 $ 9,598 $146,579,255
============================================
</TABLE>
13
<PAGE> 16
Employees' Profit Sharing Plan of Regions Financial Corporation
Notes to Financial Statements (continued)
5. INCOME TAX STATUS
The Plan has received a determination letter dated June 22, 1995 from the
Internal Revenue Service stating that the Plan meets the requirements of a
qualified plan under applicable provisions of the Internal Revenue Code (IRC)
and therefore, the related trust is not subject to tax under present income tax
laws. The Plan is required to operate in conformity with the IRC to maintain its
qualification. The Plan administrator is not aware of any course of action or
series of events that have occurred that might adversely affect the Plan's
qualified status.
6. TRANSACTIONS WITH PARTIES-IN-INTEREST
During the years ended December 31, 1997 and 1996, substantially all investment
transactions were with investment funds managed by Regions Bank and are
therefore related party transactions.
7. CONVERSIONS
During the years ended December 31, 1997 and 1996, $48,135,997 and $1,135,784
respectively, in net assets were transferred to the Plan from various profit
sharing/401(k) plans of companies combined with Regions Financial Corporation.
The assets transferred are shown in the Statements of Changes in Net Assets
Available for Benefits as conversions.
8. YEAR 2000 (UNAUDITED)
The Sponsor is in the process of preparing its computer systems and applications
for the Year 2000. This process involves modifying or replacing certain hardware
and software maintained by the Sponsor as well as communicating with external
service providers to ensure that they are taking appropriate action to remedy
any Year 2000 issues. The Sponsor's management expects to have substantially all
of the system and application changes completed by December 31, 1998, and
believes that its level of preparedness is appropriate. However, there can be no
guarantee that the systems of other companies on which the Sponsor's systems
rely will be timely converted and would not have an adverse impact on the
Sponsor's systems.
14
<PAGE> 17
Employees' Profit Sharing Plan of Regions Financial Corporation
Supplemental Schedules
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1997
<TABLE>
<CAPTION>
Number of Shares or Current
Par Value Description Cost Value
- ----------------------------------------------------------------------------------------------------------
Mutual Funds
- ------------
<S> <C> <C> <C>
5,404,420 *First Priority Balanced Fund $ 60,079,451 $ 72,635,401
2,739,715 *First Priority Ltd. Maturity 27,228,851 27,260,160
Government Fund
3,425,460 *First Priority Growth Fund 45,917,200 51,929,971
1,022,930 *First Priority Value Fund 14,195,024 16,223,669
479,072 *First Priority Fixed Income Fund 4,887,442 4,987,139
23,123,532 *First Priority Treasury Money Market
Fund 23,123,532 23,123,532
1,335,904 *Regions Unitized Fund 14,422,413 19,637,786
============================================
$ 189,853,913 $ 215,797,658
============================================
Loans to Participants
- ---------------------
(Interest rate ranges from 6% to 8%) $ - $ 1,822,441
- ------------------------------------ ============================================
</TABLE>
15
* Indicates party-in-interest to the Plan.
<PAGE> 18
Employees' Profit Sharing Plan of Regions Financial Corporation
Supplemental Schedules (continued)
Item 27d - Schedule of Reportable Transactions
Year ended December 31, 1997
<TABLE>
<CAPTION>
FAIR VALUE
OF ASSET ON
IDENTITY OF PARTY DESCRIPTION NUMBER OF PURCHASE SELLING COST OF TRANSACTION NET GAIN
INVOLIVED OF ASSET TRANSACTIONS PRICE PRICE ASSET DATE (LOSS)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Category (i) - A single transaction in excess of 5% of Plan assets:
- -------------------------------------------------------------------
Regions Bank First Priority Growth
Fund 1 purchase $ 10,246,571 $ - $ 10,246,571 $ 10,246,571 $ -
Regions Bank Regions Unitized Fund
1 purchase 7,756,472 - 7,756,472 7,756,472 -
Category (iii) - A series of transactions in excess of 5% of Plan assets:
- -------------------------------------------------------------------------
Regions Bank First Priority Balanced 230 purchases 19,046,981 - 19,046,981 19,046,981 -
Fund 296 sales - 8,538,532 6,811,959 8,538,532 1,726,573
Regions Bank First Priority Limited
Maturity Government 141 purchases 6,492,502 - 6,492,502 6,492,502 -
Fund 329 sales - 8,866,928 8,928,075 8,866,928 (61,147)
</TABLE>
16
<PAGE> 19
Employees' Profit Sharing Plan of Regions Financial Corporation
Supplemental Schedules (continued)
Item 27d - Schedule of Reportable Transactions (continued)
Year ended December 31, 1997
<TABLE>
<CAPTION>
FAIR VALUE
OF ASSET ON
IDENTITY OF PARTY DESCRIPTION NUMBER OF PURCHASE SELLING COST OF TRANSACTION NET GAIN
INVOLVED OF ASSET TRANSACTIONS PRICE PRICE ASSET DATE (LOSS)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Regions Bank First Priority Growth 288 purchases 28,389,737 - 28,389,737 28,389,737 -
Fund 254 sales - 5,950,800 4,215,576 5,950,800 1,735,224
Regions Bank First Priority Value Fund 282 purchases 11,220,496 - 11,220,496 11,220,496 -
157 sales - 1,346,133 1,069,036 1,346,133 277,097
Regions Bank First Priority Treasury 179 purchases 19,066,675 - 19,066,675 19,066,675 -
Money Market Fund 348 sales - 10,547,833 10,547,833 10,547,833 -
Regions Bank Regions Unitized Fund 188 purchases 17,751,337 - 17,751,337 17,751,337 -
66 sales - 3,991,446 3,328,924 3,991,446 662,522
</TABLE>
There were no category (ii) or (iv) transactions during the year ended December
31, 1997.
17
<PAGE> 20
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Employees' Profit Sharing Plan Benefits Committee has duly caused the
annual report to be signed by the undersigned thereunto duly authorized.
EMPLOYEES'PROFIT SHARING PLAN
REGIONS FINANCIAL CORPORATION
Date: June 29, 1998 By: /s/ Douglas W. Graham
--------------------- -----------------------------------
Douglas W. Graham
Senior Vice President - Personnel
Regions Financial Corporation
<PAGE> 21
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT
NUMBERED
NUMBER DESCRIPTION PAGE
- ------- ------------------------------------------------------------------------------------
<S> <C> <C>
23 -- Consent of Ernst & Young LLP.
</TABLE>
<PAGE> 1
EXHIBIT 23-CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-24265) pertaining to the Employees' Profit Sharing Plan of Regions
Financial Corporation of our report dated June 15, 1998, with respect to the
financial statements and schedules of the Employees' Profit Sharing Plan of
Regions Financial Corporation included in this Annual Report (Form 11-K) for the
year ended December 31, 1997.
/s/ Ernst & Young LLP
Birmingham, Alabama
June 26, 1998
