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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, 1999
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
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Regions Financial Corporation Profit Sharing Plan
Audited Financial Statements and Supplemental Schedule
Year ended December 31, 1999 and as of December 31, 1998
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
Statement of Changes in Net Assets Available for Benefits............................................ 3
Notes to Financial Statements........................................................................ 4
Supplemental Schedule
Schedule of Assets Held for Investment Purposes at End of Year....................................... 9
</TABLE>
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Report of Independent Auditors
Regions Financial Corporation
Regions Financial Corporation Profit Sharing Plan
We have audited the accompanying statements of net assets available for benefits
of the Regions Financial Corporation Profit Sharing Plan as of December 31, 1999
and 1998, and the related statement of changes in net assets available for
benefits for the year ended December 31, 1999. 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 auditing standards generally accepted
in the United States. 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, 1999 and 1998, and the changes in its net assets available for
benefits for the year ended December 31, 1999, in conformity with accounting
principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
held for investment purposes at end of year as of December 31, 1999 is presented
for purposes of additional analysis and is not a required part of the financial
statements but is supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This supplemental schedule is the
responsibility of the Plan's management. The supplemental schedule has been
subjected to the auditing procedures applied in our audits of the financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the financial statements taken as a whole.
/s/ Ernst & Young
-------------------------------
Birmingham, Alabama
May 31, 2000
1
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Regions Financial Corporation Profit Sharing Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
DECEMBER 31
1999 1998
------------------------------
<S> <C> <C>
ASSETS
Cash and interest bearing deposits $ 483,196 $ 286,160
Employer contributions receivable 24,281,790 23,747,459
Interest and dividend income receivable 293,913 231,475
Investments, at fair value 333,747,619 287,759,284
------------------------------
Net assets available for benefits $358,806,518 $312,024,378
==============================
</TABLE>
See accompanying notes.
2
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Regions Financial Corporation Profit Sharing Plan
Statement of Changes in Net Assets Available for Benefits
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31
1999
------------
<S> <C>
ADDITIONS
Contributions from employers $ 27,535,738
Contributions from employees 7,507,585
Transfers from other plans 10,357,245
Dividend income 7,873,714
Capital gains 8,476,989
Interest income 186,626
------------
61,937,897
DEDUCTIONS
Distributions to participants 28,346,947
------------
33,590,950
Net appreciation in fair value of investments 13,191,190
------------
Net increase 46,782,140
Net assets available for benefits at beginning of
year 312,024,378
------------
Net assets available for benefits at end of year $358,806,518
============
</TABLE>
See accompanying notes.
3
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Regions Financial Corporation Profit Sharing Plan
Notes to Financial Statements
December 31, 1999
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The financial statements of Regions Financial Corporation Profit Sharing Plan
(the Plan) have been prepared on the accrual basis of accounting.
INVESTMENT VALUATION
Marketable securities are stated at aggregate fair value as determined by
Regions Bank (the trustee), a subsidiary of Regions Financial Corporation.
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.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates that affect the
amounts reported in the financial statements and accompanying notes. Actual
results could differ from those estimates. Certain amounts in prior years
financial statements have been reclassified to conform with the 1998
presentation. These reclassifications had no effect on net assets.
ADMINISTRATIVE EXPENSES
All expenses incurred in the administration of the Plan including trustee fees,
legal and accounting fees, are paid directly by Regions Financial Corporation
and affiliates (the Company).
4
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Regions Financial Corporation Profit Sharing Plan
Notes to Financial Statements (continued)
December 31, 1999
2. DESCRIPTION OF THE PLAN
The following description of the Plan provides only general information.
Participants should refer to the Summary Plan Description for a more complete
description of the Plan's provisions.
GENERAL
The Plan is a defined contribution plan covering all employees of the Company
who have completed at least one year of service and are age 21 or older. The
Plan is subject to the provisions of the Employee Retirement Income Security Act
of 1974 (ERISA).
CONTRIBUTIONS
Each year, participants may contribute up to 10% of pretax annual compensation,
as defined in the Plan. Participants may also contribute amounts representing
distributions from other qualified defined benefit or defined contribution
plans. The Company contributes profit-sharing amounts and 401(k) contributions
at the option of the Company's board of directors.
5
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Regions Financial Corporation Profit Sharing Plan
Notes to Financial Statements (continued)
December 31, 1999
2. DESCRIPTION OF THE PLAN (CONTINUED)
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contributions and
allocations of (a) the Company's contributions and (b) Plan earnings.
Allocations are based on participant earnings or account balances, as defined.
Forfeited balances of terminated participants' nonvested accounts are used to
reduce future Company contributions. The benefit to which a participant is
entitled is the benefit that can be provided from the participant's account.
VESTING
Participants are immediately vested in the Company's 401(k) contribution and
their contributions plus actual earnings thereon. Vesting in the Company
profit-sharing contribution portion of their accounts plus actual earnings
thereon is based on three years continuous service.
PARTICIPANT LOANS
Participants may borrow from their fund accounts a minimum of $1,000 up to a
maximum equal to the lesser of $50,000 or 50% of their vested account balances.
Loan terms range from 1-5 years or up to 15 years for the purchase of a primary
residence. The loans are secured by the balance in the participant's account and
bear interest at a rate commensurate with local prevailing rates as determined
quarterly by the Plan administrator. Principal and interest are paid ratably
through monthly payroll deductions.
PAYMENT OF BENEFITS
On termination of service, a participant may receive a lump-sum amount equal to
the vested value of his or her account, or upon death, disability or retirement,
elect to receive annual installments over a 10 year period.
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Regions Financial Corporation Profit Sharing Plan
Notes to Financial Statements (continued)
December 31, 1999
2. DESCRIPTION OF THE PLAN (CONTINUED)
PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of Plan termination,
participants will become 100 percent vested in their accounts.
3. INVESTMENTS
Regions Bank serves as corporate trustee and custodian of the Plan holding the
Plan's investment assets and executing transactions therein. All investments
held by the Plan are participant directed. Participants have the option to
direct their fund account assets into the following nine funds: Regions Balanced
Fund, Regions Limited Maturity Government Fund, Regions Growth Fund, Regions
Value Fund, Regions Fixed Income Fund, Regions Treasury Money Market Fund,
Regions Unitized Fund, Regions Aggressive Growth Fund, and Federated
International Equity Fund. Regions Bank serves as the investment adviser to the
Regions mutual funds which are managed by Federated Securities Corporation,
Pittsburgh, Pennsylvania. The Regions Unitized Fund is managed by Regions Bank
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.
During 1999, the Plan's net increase in assets available for benefits was
$13,191,190, allocated by fund as follows:
<TABLE>
<CAPTION>
Net Increase (Decrease)
in Fair Value During
Year
---------------------------
<S> <C>
Regions Balanced Fund $ 2,874,743
Regions Ltd. Maturity Government Fund (673,015)
Regions Growth Fund 21,346,667
Regions Value Fund (988,565)
Regions Fixed Income Fund (383,729)
Regions Aggressive Growth Fund 585,243
Regions Unitized Fund (9,807,144)
Federated International Equity Fund 236,990
------------
$ 13,191,190
============
</TABLE>
The fair value of individual investments that represent 5% or more of the Plan's
net assets are as follows:
<TABLE>
<CAPTION>
DECEMBER 31
1999 1998
------------------------------
<S> <C> <C>
Regions Balanced Fund $ 94,872,393 $ 86,777,882
Regions Ltd. Maturity Government Fund 28,522,368 27,213,552
Regions Growth Fund 113,757,166 83,192,120
Regions Value Fund 24,133,058 21,085,937
Regions Treasury Money Market Fund 38,159,520 33,945,607
Regions Unitized Fund 21,000,376 26,436,955
</TABLE>
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Regions Financial Corporation Profit Sharing Plan
Notes to Financial Statements (continued)
December 31, 1999
4. INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
dated June 22, 1995, stating that the Plan is qualified under Section 401(a) of
the Internal Revenue Code (the Code) and, therefore, the related trust is exempt
from taxation. The Plan has been amended since receiving the determination
letter. The Plan is required to operate in conformity with the Code to maintain
its qualification. The Plan administrator believes the Plan is being operated in
compliance with the applicable requirements of the Code and, therefore, believes
that the Plan is qualified and the related trust is tax exempt.
5. TRANSACTIONS WITH PARTIES-IN-INTEREST
During the years ended December 31, 1999 and 1998, substantially all investment
transactions were with investment funds managed by Regions Bank and are
therefore related party transactions.
6. TRANSFERS FROM OTHER PLANS
During the year ended December 31, 1999, $10,357,245 of net assets were
transferred to the Plan from various profit sharing/401(k) plans of companies
combined with Regions Financial Corporation.
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Regions Financial Corporation Profit Sharing Plan
(Plan Number 002)
(Employer Identification Number 63-0589368)
Schedule H, Line 4i
Schedule of Assets Held for Investment Purposes at End of Year
December 31, 1999
<TABLE>
<CAPTION>
(b) IDENTITY OF ISSUE, (c) DESCRIPTION OF INVESTMENT, (INCLUDING
BORROWER, LESSOR, OR SIMILAR MATURITY DATE, RATE OF INTEREST, COLLATERAL, (e) CURRENT
(a) PARTY AND PAR OR MATURITY VALUE) VALUE
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
* Regions Financial Corporation Balanced Fund $ 94,872,393
* Regions Financial Corporation Ltd. Maturity Government Fund 28,522,368
* Regions Financial Corporation Growth Fund 113,757,166
* Regions Financial Corporation Value Fund 24,133,058
* Regions Financial Corporation Fixed Income Fund 5,825,414
* Regions Financial Corporation Treasury Money Market Fund 38,159,520
* Regions Financial Corporation Unitized Fund 21,000,376
* Regions Financial Corporation Aggressive Growth Fund 3,831,705
Federated International Equity Fund 1,036,321
Loans to Participants Interest rate ranges from 6% to 8% 2,609,298
------------
$333,747,619
============
</TABLE>
* Indicates party-in-interest to the Plan.
Columns (d) has not been presented as this information is not applicable.
9
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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 23, 2000 By: /s/ William Michael Head
----------------- --------------------------------------
William Michael Head
Executive Vice President - Human Resources
Regions Financial Corporation
