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UNITED STATES
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, 2000
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.0. BOX 10247
BIRMINGHAM, ALABAMA 35202
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Regions Financial Corporation Profit Sharing Plan
Financial Statements
Year ended December 31, 2000 and as of December 31, 1999
The following report of independent auditors and financial statements of the
registrant are submitted herewith:
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 at End of Year)........................... 9
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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 (the Plan) as of
December 31, 2000 and 1999, and the related statement of changes in net assets
available for benefits for the year ended December 31, 2000. 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, 2000 and 1999, and the changes in its net assets available for
benefits for the year ended December 31, 2000, 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 at end of year as of December 31, 2000, 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 LLP
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Birmingham, Alabama
June 8, 2001
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Regions Financial Corporation Profit Sharing Plan
Statements of Net Assets Available for Benefits
DECEMBER 31
2000 1999
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ASSETS
Cash and interest-bearing deposits $ 53,027 $ 483,196
Employer contributions receivable 31,412,105 24,281,790
Interest and dividend income receivable 368,509 293,913
Investments, at fair value 363,794,234 333,747,619
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Net assets available for plan benefits $395,627,875 $358,806,518
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See accompanying notes.
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Regions Financial Corporation Profit Sharing Plan
Statement of Changes in Net Assets Available for Benefits
YEAR ENDED
DECEMBER 31
2000
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Additions:
Contributions from employers $ 31,418,849
Contributions from employees 12,362,418
Conversions 32,863,708
Dividend income 9,548,582
Capital gains 12,339,827
Interest income 294,578
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98,827,962
Deductions:
Distributions to participants 49,329,585
Net depreciation in fair value of investments 12,677,020
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Net increase 36,821,357
Net assets available for benefits at
beginning of year 358,806,518
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Net assets available for benefits at end
of year $395,627,875
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See accompanying notes.
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Regions Financial Corporation Profit Sharing Plan
Notes to Financial Statements
December 31, 2000
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 accounting principles
generally accepted in the United States requires management to make estimates
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
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).
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Regions Financial Corporation Profit Sharing Plan
Notes to Financial Statements (continued)
December 31, 2000
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 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.
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.
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Regions Financial Corporation Profit Sharing Plan
Notes to Financial Statements (continued)
December 31, 2000
2. DESCRIPTION OF THE PLAN (CONTINUED)
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 balance.
Loan transactions are treated as a transfer from (to) the investment fund to
(from) the loan fund. 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 is 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.
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
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Regions Financial Corporation Profit Sharing Plan
Notes to Financial Statements (continued)
December 31, 2000
3. INVESTMENTS (CONTINUED)
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 2000, the Plan's investments (including investments bought, sold, as well
as held during the year) appreciated (depreciated) in fair value as determined
by quoted market price as follows:
Regions Balanced Fund $ (5,525,240)
Regions Ltd. Maturity Government Fund 568,930
Regions Growth Fund (28,708,674)
Regions Value Fund 102,236
Regions Fixed Income Fund 234,153
Regions Aggressive Growth Fund (950,187)
Regions Unitized Fund 22,957,106
Federated International Equity Fund (1,355,344)
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$(12,677,020)
The fair value of individual investments that represent 5% or more of the Plan's
net assets are as follows:
DECEMBER 31
2000 1999
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Regions Balanced Fund $ 82,741,945 $ 94,872,393
Regions Ltd. Maturity Government Fund 25,586,691 28,522,368
Regions Growth Fund 91,889,125 113,757,166
Regions Value Fund 23,821,517 24,133,058
Regions Aggressive Growth Fund 35,027,408 --
Regions Treasury Money Market Fund 43,728,286 38,159,520
Regions Unitized Fund 44,419,869 21,000,376
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Regions Financial Corporation Profit Sharing Plan
Notes to Financial Statements (continued)
December 31, 2000
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, 2000 and 1999, 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, 2000, $32,863,708 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)
(Employee Identification Number 63-0589368)
Schedule H, Line 4i
Schedule of Assets (Held at End of Year)
December 31, 2000
(B) IDENTITY OF ISSUE, (C) DESCRIPTION OF INVESTMENT,
BORROWER, LESSOR, OR SIMILAR (INCLUDING MATURITY DATE, RATE (E) CURRENT
(A) PARTY OF INTEREST AND PAR VALUE) VALUE
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* Regions Balanced Fund $ 82,741,945
* Regions Ltd. Maturity Government Fund 25,586,691
* Regions Growth Fund 91,889,125
* Regions Value Fund 23,821,517
* Regions Fixed Income Fund 8,958,457
* Regions Treasury Money Market Fund 43,728,286
* Regions Unitized Fund 44,419,869
* Regions Aggressive Growth Fund 35,027,408
Federated International Equity Fund 3,898,952
Loans to Participants Interest rate ranges from 6% to 8% 3,721,984
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$363,794,234
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* Indicates party-in-interest to the Plan.
Column (d) has not been presented as this information is not applicable.
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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 28, 2001 By: /s/ William Michael Head
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William Michael Head
Executive Vice President-Human Resources
Regions Financial Corporation