REGIONS FINANCIAL CORPORATION

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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes þ No o

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

Common Stock, $.01 Par Value — 464,591,964 shares issued and outstanding as of February 28, 2005.

Portions of the annual proxy statement to be dated approximately April 4, 2005 are incorporated by reference into Part III.

This Annual Report on Form 10-K, other periodic reports filed by Regions under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other written or oral statements made by or on behalf of Regions may include forward looking statements which reflect Regions’ current views with respect to future events and financial performance. Such forward looking statements are based on general assumptions and are subject to various risks, uncertainties, and other factors that may cause actual results to differ materially from the views, beliefs, and projections expressed in such statements. These risks, uncertainties and other factors include, but are not limited to those described below.


	•	Regions’ ability to achieve the earnings expectations related to the businesses that were acquired, including its merger with Union Planters Corporation in July 2004, or that may be acquired in the future, which in turn depends on a variety of factors, including:


	•	Regions’ ability to achieve the anticipated cost savings and revenue enhancements with respect to the acquired operations, or lower than expected revenues from continuing operations;

	•	the assimilation of the acquired operations to Regions’ corporate culture, including the ability to instill Regions’ credit practices and efficient approach to the acquired operations;

	•	the continued growth of the markets that the acquired entities serve, consistent with recent historical experience;

	•	difficulties related to the integration of the businesses of Regions and Union Planters, including integration of information systems and retention of key personnel.


	•	Regions’ ability to expand into new markets and to maintain profit margins in the face of pricing pressures.

	•	Regions’ ability to keep pace with technological changes.

	•	Regions’ ability to develop competitive new products and services in a timely manner and the acceptance of such products and services by Regions’ customers and potential customers.

	•	Regions’ ability to effectively manage interest rate risk, market risk, credit risk and operational risk.

	•	Regions’ ability to manage fluctuations in the value of assets and liabilities and off-balance sheet exposure so as to maintain sufficient capital and liquidity to support Regions’ business.

	•	The cost and other effects of material contingencies, including litigation contingencies.

Other factors which may affect Regions apply to the financial services industry more generally, including:


	•	Further easing of restrictions on participants in the financial services industry, such as banks, securities brokers and dealers, investment companies and finance companies, may increase competitive pressures.

	•	Possible changes in interest rates may increase funding costs and reduce earning asset yields, thus reducing margins.

	•	Possible changes in general economic and business conditions in the United States in general and in the communities Regions serves in particular may lead to a deterioration in credit quality, thereby increasing provisioning costs, or a reduced demand for credit, thereby reducing earning assets.

	•	The threat or occurrence of war or acts of terrorism and the existence or exacerbation of general geopolitical instability and uncertainty.


	•	Possible changes in trade, monetary and fiscal policies, laws, and regulations, and other activities of governments, agencies, and similar organizations, including changes in accounting standards, may have an adverse effect on business.

	•	Possible changes in consumer and business spending and saving habits could affect Regions’ ability to increase assets and to attract deposits.

The words “believe,” “expect,” “anticipate,” “project,” and similar expressions signify forward looking statements. Readers are cautioned not to place undue reliance on any forward looking statements made by or on behalf of Regions. Any such statement speaks only as of the date the statement was made. Regions undertakes no obligation to update or revise any forward looking statements.

Regions Financial Corporation (together with its subsidiaries on a consolidated basis, “Regions” or “Company”), is a financial holding company headquartered in Birmingham, Alabama which operates primarily within the southeastern United States. Regions’ operations consist of banking, brokerage and investment services, mortgage banking, insurance brokerage, credit life insurance, commercial accounts receivable factoring and specialty financing. At December 31, 2004, Regions had total consolidated assets of approximately $84.1 billion, total consolidated deposits of approximately $58.7 billion, and total consolidated stockholders’ equity of approximately $10.7 billion.

Regions is a Delaware corporation that on July 1, 2004, became the successor by merger to Union Planters Corporation (“Union Planters”) and the former Regions Financial Corporation. Regions’ principal executive offices are located at 417 North 20th Street, Birmingham, Alabama 35203, and its telephone number at such address is (205) 944-1300.

Regions Financial Corporation conducts its banking operations through Regions Bank, an Alabama chartered commercial bank that is a member of the Federal Reserve System, and Union Planters Bank, National Association (“UPBNA”), a national bank. At December 31, 2004, Regions operated 1,323 full service banking offices in Alabama, Arkansas, Florida, Georgia, Illinois, Indiana, Iowa, Kentucky, Louisiana, Mississippi, Missouri, North Carolina, South Carolina, Tennessee and Texas.

The following chart reflects the distribution of total assets, loans, deposits and branches in each of the states in which Regions conducts its banking operations.

In addition to its banking operations, Regions provides additional financial services through the following subsidiaries or divisions:

Morgan Keegan & Company, Inc. (“Morgan Keegan”), acquired in 2001 and a subsidiary of Regions Financial Corporation, is a full-service regional brokerage and investment banking firm. Morgan Keegan offers products and services including securities brokerage, asset management, financial planning, mutual funds, securities underwriting, sales and trading, and investment banking. Morgan Keegan, one of the largest investment firms in the South, employs approximately 1,000 financial advisors offering products and services from 244 offices located in Alabama, Arkansas, Florida, Georgia, Illinois, Kentucky, Massachusetts, Mississippi, New York, Louisiana, North Carolina, South Carolina, Tennessee, Texas, and Virginia as well as Toronto, Canada.

Regions Mortgage, a division of UPBNA, and EquiFirst Corporation (“EquiFirst”), a subsidiary of Regions Bank, are engaged in mortgage banking. Regions Mortgage’s primary business and source of income is the origination and servicing of mortgage loans for long-term investors. EquiFirst typically originates mortgage loans which are sold to third-party investors. Regions Mortgage’s servicing portfolio totaled approximately $39.4 billion and included approximately 445,000 real estate mortgages at December 31, 2004. Regions Mortgage and EquiFirst operate loan production offices in Alabama, Arizona, Arkansas, Florida, Georgia, Illinois, Indiana, Iowa, Kentucky, Louisiana, Mississippi, Missouri, North Carolina, South Carolina, Tennessee and Texas.

Rebsamen Insurance, Inc., acquired in 2001 and a subsidiary of Regions Financial Corporation, acts as a general insurance broker for a full-line of insurance products, primarily focusing on commercial property and casualty insurance customers.

Regions Agency, Inc., a subsidiary of Regions Financial Corporation, acts as an insurance agent or broker with respect to credit life and accident and health insurance and other types of insurance relating to extensions of credit by Regions Bank or Regions’ banking-related subsidiaries.

Regions Life Insurance Company, a subsidiary of Regions Financial Corporation, acts as a re-insurer of credit life and accident and health insurance in connection with the activities of certain affiliates of Regions.

Regions Interstate Billing Service, Inc. (“RIBS”), a subsidiary of Regions Financial Corporation, factors commercial accounts receivable and performs billing and collection services. RIBS primarily serves clients related to the trucking and automotive service industry.

In July 2004, Regions and Union Planters completed a merger of the two companies. Union Planters was a $32.2 billion bank holding company headquartered in Memphis, Tennessee. UPBNA now operates as a banking subsidiary of Regions. The merger was accounted for as a purchase of Union Planters by Regions for accounting and financial reporting purposes.

A substantial portion of the growth of Regions from its inception as a bank holding company in 1971 to the merger with Union Planters has been through the acquisition of other financial institutions, including commercial banks and thrift institutions, and the assets and deposits thereof. Prior to the merger with Union Planters, Regions had completed 103 acquisitions of financial institutions and financial service providers representing in aggregate (at the time the acquisitions were completed) approximately $28.4 billion in assets. As part of its ongoing strategic plan, Regions continually evaluates business combination opportunities. Any future business combination or series of business combinations that Regions might undertake may be material, in terms of assets acquired or liabilities assumed, to Regions’ financial condition. Recent business combinations in the financial services industry have typically involved the payment of a premium over book and market values. This practice could result in dilution of book value and net income per share for the acquirer.

Reference is made to Note 24 “Business Segment Information” to the consolidated financial statements included under Item 8 of this Annual Report on Form 10-K for information required by this item.

General. Regions is a financial holding company, registered with the Board of Governors of the Federal Reserve System under the Bank Holding Company Act of 1956, as amended (“BHC Act”). As such, Regions and its subsidiaries are subject to the supervision, examination, and reporting requirements of the BHC Act and the regulations of the Federal Reserve.

The Gramm-Leach-Bliley Act, adopted in 1999 (“GLB Act”), significantly relaxed previously existing restrictions on the activities of banks and bank holding companies. Under such legislation, an eligible bank holding company may elect to be a “financial holding company” and thereafter may engage in a range of activities that are financial in nature and that were not previously permissible for banks and bank holding companies. A financial holding company may engage directly or through a subsidiary in the statutorily authorized activities of securities dealing, underwriting, and market making, insurance underwriting and agency activities, merchant banking, and insurance company portfolio investments. A financial holding company also may engage in any activity that the Federal Reserve determines by rule or order to be financial in nature, incidental to such financial activity, or complementary to a financial activity and that does not pose a substantial risk to the safety and soundness of an institution or to the financial system generally.

In addition to these activities, a financial holding company may engage in those activities permissible for a bank holding company including factoring accounts receivable, acquiring and servicing loans, leasing personal property, performing certain data processing services, acting as agent or broker in selling credit life insurance and certain other types of insurance in connection with credit transactions, and conducting certain insurance underwriting activities. The BHC Act does not place territorial limitations on permissible nonbanking activities of bank holding companies. Despite prior approval, the Federal Reserve has the power to order any bank holding company or its subsidiaries to terminate any activity or to terminate its ownership or control of any subsidiary when the Federal Reserve has reasonable grounds to believe that continuation of

such activity or such ownership or control constitutes a serious risk to the financial soundness, safety, or stability of any bank subsidiary of the bank holding company.

The GLB Act also permits securities brokerage firms and insurance companies to own banks and bank holding companies. The GLB Act also seeks to streamline and coordinate regulation of integrated financial holding companies, providing generally for “umbrella” regulation of financial holding companies by the Federal Reserve, and for functional regulation of banking activities by bank regulators, securities activities by securities regulators, and insurance activities by insurance regulators.

For a bank holding company to be eligible for financial holding company status, all of its subsidiary insured depository institutions must be well-capitalized and well-managed. A bank holding company may become a financial holding company by filing a declaration with the Federal Reserve that it elects to become a financial holding company. The Federal Reserve must deny expanded authority to any bank holding company with a subsidiary insured depository institution that received less than a satisfactory rating on its most recent Community Reinvestment Act of 1977 (the “CRA”) review as of the time it submits its declaration. If, after becoming a financial holding company and undertaking activities not permissible for a bank holding company, the company fails to continue to meet any of the prerequisites for financial holding company status, the company must enter into an agreement with the Federal Reserve to comply with all applicable capital and management requirements. If the company does not return to compliance within 180 days, the Federal Reserve may order the company to divest its subsidiary banks or the company may discontinue or divest its non-permissible activities.

The BHC Act requires every bank holding company to obtain the prior approval of the Federal Reserve before: (1) it may acquire direct or indirect ownership or control of any voting shares of any bank if, after such acquisition, the bank holding company will directly or indirectly own or control more than 5.0% of the voting shares of the bank; (2) it or any of its subsidiaries, other than a bank, may acquire all or substantially all of the assets of any bank; or (3) it may merge or consolidate with any other bank holding company.

The BHC Act further provides that the Federal Reserve may not approve any transaction that would result in a monopoly or would be in furtherance of any combination or conspiracy to monopolize or attempt to monopolize the business of banking in any section of the United States, or the effect of which may be substantially to lessen competition or to tend to create a monopoly in any section of the country, or that in any other manner would be in restraint of trade, unless the anticompetitive effects of the proposed transaction are clearly outweighed by the public interest in meeting the convenience and needs of the community to be served. The Federal Reserve is also required to consider the financial and managerial resources and future prospects of the bank holding companies and banks concerned and the convenience and needs of the community to be served. Consideration of financial resources generally focuses on capital adequacy, and consideration of convenience and needs issues includes the parties’ performance under the CRA, both of which are discussed below.

Regions Bank and UPBNA are members of the Federal Deposit Insurance Corporation (“FDIC”), and as such, their deposits are insured by the FDIC to the extent provided by law. They are also subject to numerous statutes and regulations that affect their business activities and operations, and are supervised and examined by one or more state or federal bank regulatory agencies.

Regions Bank is a state-chartered bank. Regions Bank is a member of the Federal Reserve System and is subject to supervision and examination by the Federal Reserve and the state banking authority of Alabama, the state in which it is headquartered. The Federal Reserve and the Alabama Department of Banking regularly examine the operations of Regions Bank and are given authority to approve or disapprove mergers, consolidations, the establishment of branches, and similar corporate actions. The federal and state banking regulators also have the power to prevent the continuance or development of unsafe or unsound banking practices or other violations of law.

UPBNA is a banking association chartered under the National Bank Act and is subject to supervision and examination by the Office of the Comptroller of the Currency (the “OCC”). The OCC regularly examines the operations of UPBNA and has authority to approve or disapprove mergers, consolidations, the

establishment of branches, and similar corporate actions. The OCC also has the power to prevent the continuance or development of unsafe or unsound banking practices or other violations of law.

Community Reinvestment Act. Regions Bank and UPBNA are subject to the provisions of the CRA. Under the terms of the CRA, the banks have a continuing and affirmative obligation consistent with safe and sound operation to help meet the credit needs of their entire communities, including low- and moderate-income neighborhoods. The CRA does not establish specific lending requirements or programs for financial institutions nor does it limit an institution’s discretion to develop the types of products and services that it believes are best suited to its particular community, consistent with the CRA. The CRA requires each appropriate federal bank regulatory agency, in connection with its examination of a subsidiary depository institution, to assess such institution’s record in assessing and meeting the credit needs of the community served by that institution, including low- and moderate-income neighborhoods. The regulatory agency’s assessment of the institution’s record is made available to the public. The assessment also is part of the Federal Reserve’s and the OCC’s consideration of applications to acquire, merge or consolidate with another banking institution or its holding company, to establish a new branch office that will accept deposits or to relocate an office. In the case of a bank holding company applying for approval to acquire a bank or other bank holding company, the Federal Reserve will assess the records of each subsidiary depository institution of the applicant bank holding company, and such records may be the basis for denying the application. Regions Bank and UPBNA received a “satisfactory” CRA rating in their most recent examinations.

Patriot Act. In 2001, President Bush signed into law comprehensive anti-terrorism legislation known as the USA Patriot Act. Title III of the USA Patriot Act requires financial institutions, including Regions’ banking, broker-dealer, and insurance subsidiaries, to help prevent, detect and prosecute international money laundering and the financing of terrorism. Regions’ banking, broker-dealer and insurance subsidiaries have augmented their systems and procedures to meet the requirements of these regulations.

Payment of Dividends. Regions Financial Corporation is a legal entity separate and distinct from its banking and other subsidiaries. The principal source of cash flow of Regions Financial Corporation, including cash flow to pay dividends to its stockholders, is dividends from Regions Bank and UPBNA. There are statutory and regulatory limitations on the payment of dividends by the banks to Regions Financial Corporation as well as by Regions Financial Corporation to its stockholders.

As to the payment of dividends, Regions Bank is subject to the laws and regulations of the state of Alabama and to the regulations of the Federal Reserve, and UPBNA is subject to federal law and regulations of the OCC.

If, in the opinion of a federal regulatory agency, an institution under its jurisdiction is engaged in or is about to engage in an unsafe or unsound practice (which, depending on the financial condition of the institution, could include the payment of dividends), such agency may require, after notice and hearing, that such institution cease and desist from such practice. The federal banking agencies have indicated that paying dividends that deplete an institution’s capital base to an inadequate level would be an unsafe and unsound banking practice. Under the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”), an insured institution may not pay any dividend if payment would cause it to become undercapitalized or if it already is undercapitalized. See “Regulatory Remedies under FDICIA.” Moreover, the Federal Reserve, the OCC, and the FDIC have issued policy statements stating that bank holding companies and insured banks should generally pay dividends only out of current operating earnings.

At December 31, 2004, under dividend restrictions imposed under federal and state laws, Regions Bank and UPBNA, without obtaining governmental approvals, could declare aggregate dividends to Regions Financial Corporation of approximately $907 million.

The payment of dividends by Regions Financial Corporation and its subsidiary banks may also be affected or limited by other factors, such as the requirement to maintain adequate capital above regulatory guidelines.

Capital Adequacy. Regions Financial Corporation and its subsidiary banks are required to comply with the applicable capital adequacy standards established by the Federal Reserve and the OCC. There are two basic measures of capital adequacy for bank holding companies that have been promulgated by the Federal

Reserve: a risk-based measure and a leverage measure. All applicable capital standards must be satisfied for a financial holding company to be considered in compliance.

The risk-based capital standards are designed to make regulatory capital requirements more sensitive to differences in credit and market risk profile among banks and bank holding companies, to account for off-balance-sheet exposure, and to minimize disincentives for holding liquid assets. Assets and off-balance sheet items are assigned to broad risk categories, each with appropriate weights. The resulting capital ratios represent capital as a percentage of total risk-weighted assets and off-balance sheet items.

The minimum guideline for the ratio of total capital (“Total Capital”) to risk-weighted assets (including certain off-balance-sheet items, such as standby letters of credit) is 8.0%. At least half of the Total Capital must be composed of common equity, undivided profits, minority interests in the equity accounts of consolidated subsidiaries, noncumulative perpetual preferred stock, and a limited amount of cumulative perpetual preferred stock, less goodwill and certain other intangible assets (“Tier 1 Capital”). The remainder may consist of subordinated debt, other preferred stock, and a limited amount of allowance for loan losses. The minimum guideline for Tier 1 Capital is 4.0%. At December 31, 2004, Regions’ consolidated Tier 1 Capital ratio was 9.04% and its Total Capital ratio was 13.51%.

In addition, the Federal Reserve has established minimum leverage ratio guidelines for financial holding companies. These guidelines provide for a minimum ratio of Tier 1 Capital to average assets, less goodwill and certain other intangible assets (the “Leverage Ratio”), of 3.0% for bank holding companies that meet certain specified criteria, including having the highest regulatory rating. All other bank holding companies generally are required to maintain a Leverage Ratio of at least 3.0%, plus an additional cushion of 100 to 200 basis points. Regions’ Leverage Ratio at December 31, 2004, was 7.47%. The guidelines also provide that bank holding companies experiencing internal growth or making acquisitions will be expected to maintain strong capital positions substantially above the minimum supervisory levels without significant reliance on intangible assets. Furthermore, the Federal Reserve has indicated that it will consider a “tangible Tier 1 Capital leverage ratio” (deducting all intangibles) and other indicators of capital strength in evaluating proposals for expansion or new activities.

The subsidiary banks are subject to substantially similar risk-based and leverage capital requirements as those applicable to Regions. Regions Bank and UPBNA were in compliance with applicable minimum capital requirements as of December 31, 2004. Neither Regions nor its subsidiary banks has been advised by any federal banking agency of any specific minimum capital ratio requirement applicable to it.

Failure to meet capital guidelines could subject a bank to a variety of enforcement remedies, including the termination of deposit insurance by the FDIC, and to certain restrictions on its business. See “Regulatory Remedies under FDICIA.”

Support of Subsidiary Banks. Under Federal Reserve policy, Regions Financial Corporation is expected to act as a source of financial strength to, and to commit resources to support, its subsidiary banks. This support may be required at times when, absent such Federal Reserve policy, Regions may not be inclined to provide it. In addition, any capital loans by a financial holding company to its subsidiary banks are subordinate in right of payment to deposits and to certain other indebtedness of such subsidiary banks. In the event of a financial holding company’s bankruptcy, any commitment by the financial holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank will be assumed by the bankruptcy trustee and entitled to a priority of payment.

Regulatory Remedies under FDICIA. FDICIA establishes a system of regulatory remedies to resolve the problems of undercapitalized institutions. Under this system, which became effective in 1992, the federal banking regulators are required to establish five capital categories (“well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized,” and “critically undercapitalized”) and to take certain mandatory supervisory actions, and are authorized to take other discretionary actions, with respect to institutions in the three undercapitalized categories, the severity of which will depend upon the capital category in which the institution is placed. Generally, subject to a narrow exception, FDICIA requires the

banking regulator to appoint a receiver or conservator for an institution that is critically undercapitalized. The federal banking agencies have specified by regulation the relevant capital level for each category.

Under the agencies’ rules implementing FDICIA’s remedy provisions, an institution that (1) has a Total Capital ratio of 10.0% or greater, a Tier 1 Capital ratio of 6.0% or greater, and a Leverage Ratio of 5.0% or greater and (2) is not subject to any written agreement, order, capital directive, or regulatory remedy directive issued by the appropriate federal banking agency is deemed to be “well capitalized.” An institution with a Total Capital ratio of 8.0% or greater, a Tier 1 Capital ratio of 4.0% or greater, and a Leverage Ratio of 4.0% or greater is considered to be “adequately capitalized.” A depository institution that has a Total Capital ratio of less than 8.0%, a Tier 1 Capital ratio of less than 4.0%, or a Leverage Ratio of less than 4.0% is considered to be “undercapitalized.” An institution that has a Total Capital ratio of less than 6.0%, a Tier 1 Capital ratio of less than 3.0%, or a Leverage Ratio of less than 3.0% is considered to be “significantly undercapitalized,” and an institution that has a tangible equity capital to assets ratio equal to or less than 2.0% is deemed to be “critically undercapitalized.” For purposes of the regulation, the term “tangible equity” includes core capital elements counted as Tier 1 Capital for purposes of the risk-based capital standards plus the amount of outstanding cumulative perpetual preferred stock (including related surplus), minus all intangible assets with certain exceptions. A depository institution may be deemed to be in a capitalization category that is lower than is indicated by its actual capital position if it receives an unsatisfactory examination rating.

An institution that is categorized as undercapitalized, significantly undercapitalized, or critically undercapitalized is required to submit an acceptable capital restoration plan to its appropriate federal banking agency. Under FDICIA, a bank holding company must guarantee that a subsidiary depository institution meets its capital restoration plan, subject to certain limitations. The obligation of a controlling bank holding company under FDICIA to fund a capital restoration plan is limited to the lesser of 5.0% of an undercapitalized subsidiary’s assets or the amount required to meet regulatory capital requirements. An undercapitalized institution is also generally prohibited from increasing its average total assets, making acquisitions, establishing any branches, or engaging in any new line of business, except in accordance with an accepted capital restoration plan or with the approval of the FDIC. In addition, the appropriate federal banking agency is given authority with respect to any undercapitalized depository institution to take any of the actions it is required to or may take with respect to a significantly undercapitalized institution as described below if it determines “that those actions are necessary to carry out the purpose” of FDICIA.

For those institutions that are significantly undercapitalized or undercapitalized and either fail to submit an acceptable capital restoration plan or fail to implement an approved capital restoration plan, the appropriate federal banking agency must require the institution to take one or more of the following actions: sell enough shares, including voting shares, to become adequately capitalized; merge with (or be sold to) another institution (or holding company), but only if grounds exist for appointing a conservator or receiver; restrict certain transactions with banking affiliates as if the “sister bank” exception to the requirements of Section 23A of the Federal Reserve Act did not exist; otherwise restrict transactions with bank or nonbank affiliates; restrict interest rates that the institution pays on deposits to “prevailing rates” in the institution’s “region;” restrict asset growth or reduce total assets; alter, reduce, or terminate activities; hold a new election of directors; dismiss any director or senior executive officer who held office for more than 180 days immediately before the institution became undercapitalized, provided that in requiring dismissal of a director or senior officer, the agency must comply with certain procedural requirements, including the opportunity for an appeal in which the director or officer will have the burden of proving his or her value to the institution; employ “qualified” senior executive officers; cease accepting deposits from correspondent depository institutions; divest certain nondepository affiliates which pose a danger to the institution; or be divested by a parent holding company. In addition, without the prior approval of the appropriate federal banking agency, a significantly undercapitalized institution may not pay any bonus to any senior executive officer or increase the rate of compensation for such an officer without regulatory approval.

At December 31, 2004, Regions Bank and UPBNA had the requisite capital levels to qualify as well capitalized.

FDIC Insurance Assessments. Pursuant to FDICIA, the FDIC adopted a risk-based assessment system for insured depository institutions that takes into account the risks attributable to different categories and concentrations of assets and liabilities. The risk-based system, which went into effect in 1994, assigns an institution to one of three capital categories: (1) well capitalized; (2) adequately capitalized; and (3) undercapitalized, as determined by capital reported by the institution in the quarterly report issued before each assessment period. Each institution also is assigned by the FDIC to one of three supervisory subgroups within each capital group. The supervisory subgroup to which an institution is assigned is based on a supervisory evaluation provided to the FDIC by the institution’s primary federal regulator and information which the FDIC determines to be relevant to the institution’s financial condition and the risk posed to the deposit insurance funds (which may include, if applicable, information provided by the institution’s state supervisor). An institution’s insurance assessment rate is then determined based on the capital category and supervisory subgroup to which it is assigned. Under the final risk-based assessment system, there are nine assessment risk classifications (i.e., combinations of capital groups and supervisory subgroups) to which different assessment rates are applied.

Regions Bank and UPBNA are assessed at the well-capitalized level where the premium rate is currently zero. Like all insured banks, the subsidiary banks also must pay a quarterly assessment of approximately $.02 per $100 of assessable deposits to pay off bonds that were issued in the late 1980’s by a mixed-ownership government corporation, the Financing Corporation, to raise funds to cover costs of the resolution of the savings and loan crisis.

Under the Federal Deposit Insurance Act (“FDIA”), insurance of deposits may be terminated by the FDIC upon a finding that the institution has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order, or condition imposed by the FDIC.

Safety and Soundness Standards. The FDIA, as amended by FDICIA and the Riegle Community Development and Regulatory Improvement Act of 1994, requires the federal bank regulatory agencies to prescribe standards, by regulations or guidelines, relating to internal controls, information systems and internal audit systems, loan documentation, credit underwriting, interest rate risk exposure, asset growth, asset quality, earnings, stock valuation and compensation, fees and benefits and such other operational and managerial standards as the agencies deem appropriate. In 1995, the federal bank regulatory agencies adopted guidelines prescribing safety and soundness standards pursuant to FDICIA, as amended. The guidelines establish general standards relating to internal controls and information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth and compensation, fees and benefits. In general, the guidelines require, among other things, appropriate systems and practices to identify and manage the risk and exposures specified in the guidelines. The guidelines prohibit excessive compensation as an unsafe and unsound practice and describe compensation as excessive when the amounts paid are unreasonable or disproportionate to the services performed by an executive officer, employee, director, or principal stockholder. In addition, the agencies adopted regulations that authorize, but do not require, an agency to order an institution that has been given notice by an agency that it is not satisfying any of such safety and soundness standards to submit a compliance plan. If, after being so notified, an institution fails to submit an acceptable compliance plan or fails in any material respect to implement an acceptable compliance plan, the agency must issue an order directing action to correct the deficiency and may issue an order directing other actions of the types to which an undercapitalized institution is subject under the “prompt corrective action” provisions of FDICIA. See “Regulatory Remedies under FDICIA.” If an institution fails to comply with such an order, the agency may seek to enforce such order in judicial proceedings and to impose civil money penalties. The federal bank regulatory agencies also proposed guidelines for asset quality and earnings standards.

Depositor Preference. The Omnibus Budget Reconciliation Act of 1993 provides that deposits and certain claims for administrative expenses and employee compensation against an insured depository institution would be afforded a priority over other general unsecured claims against such an institution in the “liquidation or other resolution” of such an institution by any receiver.

Regulation of Morgan Keegan. As a registered investment adviser and broker-dealer, Morgan Keegan is subject to regulation and examination by the Securities and Exchange Commission (“SEC”), the National Association of Securities Dealers (“NASD”), the New York Stock Exchange (“NYSE”), and other self regulatory organizations (“SROs”), which may affect its manner of operation and profitability. Such regulations cover a broad range of subject matter. Rules and regulations for registered broker-dealers cover such issues as: capital requirements; sales and trading practices; use of client funds and securities; the conduct of directors, officers, and employees; record-keeping and recording; supervisory procedures to prevent improper trading on material non-public information; qualification and licensing of sales personnel; and limitations on the extension of credit in securities transactions. Rules and regulations for registered investment advisers include the limitations on the ability of investment advisers to charge performance-based or non-refundable fees to clients, record-keeping and reporting requirements, disclosure requirements, limitations on principal transactions between an adviser or its affiliates and advisory clients, and anti-fraud standards.

Morgan Keegan is subject to the net capital requirements set forth in Rule 15c3-1 of the Exchange Act. The net capital requirements measure the general financial condition and liquidity of a broker-dealer by specifying a minimum level of net capital that a broker-dealer must maintain, and by requiring that a significant portion of its assets be kept liquid. If Morgan Keegan failed to maintain its minimum required net capital, it would be required to cease executing customer transactions until it came back into compliance. This could also result in Morgan Keegan losing its NASD membership, its registration with the SEC, or require a complete liquidation.

The SEC’s risk assessment rules also apply to Morgan Keegan as a registered broker-dealer. These rules require broker-dealers to maintain and preserve records and certain information, describe risk management policies and procedures, and report on the financial condition of affiliates whose financial and securities activities are reasonably likely to have a material impact on the financial and operational condition of the broker-dealer. Certain “material associated persons” of Morgan Keegan, as defined in the risk assessment rules, may also be subject to SEC regulation.

In addition to federal registration, state securities commissions require the registration of certain broker-dealers and investment advisers. Morgan Keegan is registered as a broker-dealer with every state, the District of Columbia, and Puerto Rico. Morgan Keegan is registered as an investment adviser in the following states: Alabama, Arkansas, California, Connecticut, Delaware, District of Columbia, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Michigan, Minnesota, Missouri, Mississippi, Montana, Nebraska, Nevada, New Hampshire, New Jersey, New Mexico, New York, North Carolina, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia, Washington, West Virginia, and Wisconsin.

Violations of federal, state, and SRO rules or regulations may result in the revocation of broker-dealer or investment adviser licenses, imposition of censures or fines, the issuance of cease and desist orders, and the suspension or expulsion of officers and employees from the securities business firm. In addition, Morgan Keegan’s business may be materially affected by new rules and regulations issued by the SEC or SROs as well as any changes in the enforcement of existing laws and rules that affect its securities business.

Other. The United States Congress continues to consider a number of wide-ranging proposals for altering the structure, regulation, and competitive relationships of the nation’s financial institutions. It cannot be predicted whether or in what form further legislation may be adopted or the extent to which Regions’ business may be affected thereby.

All aspects of Regions’ business are highly competitive. Regions’ subsidiaries compete with other financial institutions located in the states in which they operate and other adjoining states, as well as large banks in major financial centers and other financial intermediaries, such as savings and loan associations, credit unions, consumer finance companies, brokerage firms, insurance companies, investment companies, mutual funds, other mortgage companies and financial service operations of major commercial and retail corporations.

Customers for banking services and other financial services offered by Regions’ subsidiaries are generally influenced by convenience, quality of service, personal contacts, price of services, and availability of products. Although Regions’ position varies in different markets, Regions believes that its affiliates effectively compete with other financial services companies in their relevant market areas.

As of December 31, 2004, Regions and its subsidiaries had approximately 26,000 full-time-equivalent employees.

Regions maintains a website at www.regions.com. Regions makes available on its website free of charge its annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and amendments to those reports which are filed or furnished to the SEC pursuant to Section 13(a) of the Exchange Act. These documents are made available on Regions’ website as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. You may also request a copy of these filings, at no cost, by writing or telephoning Regions at the following address:

Regions’ corporate headquarters occupy several floors of the main banking facility of Regions Bank, located at 417 North 20th Street, Birmingham, Alabama 35203.

Regions’ banking subsidiaries operate through 1,323 banking offices. Regions provides investment banking and brokerage services through 244 offices of Morgan Keegan, while Regions’ mortgage subsidiaries operate 246 offices. For offices in premises leased by Regions and its subsidiaries, annual rentals totaled approximately $58.7 million as of December 31, 2004. During 2004, Regions and its subsidiaries received approximately $10.2 million in rentals for space leased to others. At December 31, 2004, there were no significant encumbrances on the offices, equipment and other operational facilities owned by Regions and its subsidiaries.

See Item 1. Business of this annual report for a description of the states in which the subsidiary banks’ branches and Morgan Keegan’s offices are located.

Reference is made to Note 13 “Commitments and Contingencies,” to the consolidated financial statements included under Item 8 of this Annual Report on Form 10-K.

Regions is subject to litigation, including class action litigation, in the ordinary course of business. Punitive damages are routinely claimed in these cases. Regions continues to be concerned about the general trend in litigation involving large damage awards against financial service company defendants.

Notwithstanding these concerns, Regions believes, based on consultation with legal counsel, that the outcome of pending litigation will not have a material effect on Regions’ consolidated financial position but could impact operating results for a particular reporting period.

No matters were submitted to security holders for a vote during the fourth quarter of 2004.

Common Stock Market Prices and Dividend information for the year ended December 31, 2004, is included under Item 8 of this Annual Report filed on Form 10-K in Note 26 to the consolidated financial statements.

The following table presents information regarding issuer purchases of equity securities during the fourth quarter of 2004.


(1)	On July 15, 2004, Regions’ Board of Directors assessed the pre-merger repurchase authorizations of both Regions and Union Planters and authorized the repurchase of up to 20 million shares of Regions’ $0.01 par value common stock through open market transactions.


(1)	In 2002, Regions adopted Statement 142 which eliminated amortization of excess purchase price. Results for 2002 were also impacted by the retroactive application of EITF 03-6 “Participating Securities and the Two-Class Method under FASB Statement No. 128, Earnings per Share.”

(2)	Prior periods have been conformed to the current period presentation.

(3)	Prior period share and per share amounts have been adjusted to reflect the exchange of Regions common stock in connection with the Union Planters transaction. See Note 18 “Business Combinations” to the consolidated financial statements.

The ratios disclosed in the following footnotes exclude certain items which management believes aid the reader in evaluating trends.


(a)		Ratios for 2004, excluding $39.1 million in after-tax merger and other charges, are as follows: Return on average stockholders’ equity 11.43%; Return on average total assets 1.29%; and Efficiency 63.82%
(b)		Ratios for 2001, excluding $17.8 million in after-tax merger and other charges, are as follows: Return on average stockholders’ equity 13.96%; Return on average total assets 1.18%; and Efficiency 60.86%.
(c)		Ratios for 2000, excluding $44.0 million in after-tax gain from sale of credit card portfolio and $26.2 million in after-tax loss from sale of securities, are as follows: Return on average stockholders’ equity 15.76%; Return on average total assets 1.19%; and Efficiency 55.65%.
(d)		The efficiency ratio is the quotient of non-interest expense divided by the sum of net interest income (on a tax equivalent basis) and non-interest income (excluding securities gains and losses). This ratio is commonly used by financial institutions as a measure of productivity.


(-)	2004 average balances were impacted by the mid-year merger with Union Planters.


(-)	Non-accruing loans, of an immaterial amount, are included in earning assets. No adjustment has been made for these loans in the calculation of yields.

(-)	Yields are computed on a taxable equivalent basis, net of interest disallowance, using marginal federal income tax rates of 35% for 2004-1999.

(-)	Prior period share and per share amounts have been adjusted to reflect the exchange of Regions common stock in connection with the Union Planters transaction. See Note 18 “Business Combinations” to the consolidated financial statements.

(-)	This summary should be read in conjunction with the related consolidated financial statements and notes thereto under Item 8 on pages 61 to 109 of this Annual Report on Form 10-K.

The following discussion and financial information is presented to aid in understanding Regions Financial Corporation’s (“Regions” or the “Company”) financial position and results of operations. The emphasis of this discussion will be on the years 2002, 2003 and 2004; in addition, financial information for prior years will also be presented when appropriate. Certain amounts in prior year financial statements have been reclassified to conform to the current year presentation.

On July 1, 2004, Regions merged with Union Planters Corporation (“Union Planters”) headquartered in Memphis, Tennessee. The combination with Union Planters added approximately $35.7 billion of assets, $22.3 billion of loans, and $22.9 billion of deposits. This transaction was accounted for as a purchase of Union Planters by Regions and accordingly prior period financial statements have not been restated, except certain share and per share amounts related to the exchange of Regions common stock. Union Planters’ results of operations were included in Regions’ results beginning July 1, 2004. Comparisons with prior periods are significantly impacted by the merger with Union Planters (see Note 18 “Business Combinations” to the consolidated financial statements).

Regions’ primary business is providing traditional commercial and retail banking services to customers throughout its geographic footprint. Regions’ banking subsidiaries, Regions Bank and Union Planters Bank, National Association (“UPBNA”), have operations in Alabama, Arkansas, Florida, Georgia, Illinois, Indiana, Iowa, Kentucky, Louisiana, Missouri, Mississippi, North Carolina, South Carolina, Tennessee and Texas. In 2004, Regions’ banking operations, excluding trust activities, contributed approximately $723 million to consolidated net income.

In addition to providing traditional commercial and retail banking services, Regions provides other financial services in the fields of investment banking, asset management, trust, mutual funds, securities brokerage, mortgage banking, insurance, leasing and other specialty financing. Regions provides investment banking and brokerage services through 244 offices of Morgan Keegan & Company, Inc. (“Morgan Keegan”). Morgan Keegan contributed approximately $83.6 million to net income in 2004, including trust activities. Regions Morgan Keegan Trust, FSB, a federal savings bank subsidiary of Morgan Keegan, acts as fiduciary for certain Morgan Keegan trust clients and does not accept retail insured deposits. Regions’ mortgage banking divisions, Regions Mortgage and EquiFirst Corporation (“EquiFirst”), provide residential mortgage loan origination and servicing activities for customers and contributed $55.1 million to net income in 2004. Regions Mortgage services approximately $39.4 billion in mortgage loans as of December 31, 2004. Regions provides full-line insurance brokerage services primarily through Rebsamen Insurance, Inc., one of the 50 largest insurance brokers in the country. Credit life insurance services for customers are provided through other Regions’ affiliates. Insurance activities contributed approximately $14.2 million to net income in 2004.

Regions’ profitability, like that of many other financial institutions, is dependent on its ability to generate revenue from net interest income and non-interest income sources. Net interest income is the difference between the interest income Regions receives on earning assets, such as loans and securities, and the interest expense Regions pays on interest-bearing liabilities, principally deposits and borrowings. Regions’ net interest income is impacted by the size and mix of its balance sheet components and the interest rate spread between interest earned on its assets and interest paid on its liabilities. Non-interest income includes fees from service charges on deposit accounts, trust and securities brokerage activities, mortgage origination and servicing, insurance and other customer services which Regions provides. Results of operations are also affected by the provision for loan losses and non-interest expenses such as salaries and employee benefits, occupancy and other operating expenses, including income taxes.

Economic conditions, competition and the monetary and fiscal policies of the Federal government in general, significantly affect financial institutions, including Regions. Lending and deposit activities and fee income generation are influenced by the level of business spending and investment, consumer income, spending and savings, capital market activities, competition among financial institutions, customer prefer-

Regions’ business strategy has been and continues to be focused on providing a competitive mix of products and services, delivering quality customer service and maintaining a branch distribution network with offices in convenient locations. Regions believes that its merger with Union Planters will be beneficial in the continued implementation of this strategy.

The Company’s principal market areas are located in the states of Alabama, Arkansas, Florida, Georgia, Illinois, Indiana, Iowa, Kentucky, Louisiana, Missouri, Mississippi, North Carolina, South Carolina, Tennessee and Texas. Morgan Keegan also operates offices in New York, Massachusetts and Virginia as well as Toronto, Canada.

Regions’ most significant accomplishment in 2004 was the successful completion of the merger with Union Planters. This transaction dramatically increased Regions’ customer base and geographic footprint resulting in a stronger, better positioned franchise. The combination with Union Planters resulted in improved market share in attractive markets including Texas, Florida and Tennessee. Considering aggregate deposits, in the six core states (Alabama, Arkansas, Georgia, Louisiana, Mississippi, and Tennessee) of the franchise, Regions has the 2nd largest overall deposit market share.

Regions reported net income available to common shareholders of $2.19 per diluted share in 2004, including a reduction of $.10 per diluted share related to $39 million (net of tax) in merger-related expenses. Net income available to common shareholders was $2.35 per diluted share in 2003.

Net interest income for 2004 was $2.1 billion, compared to $1.5 billion in 2003. The net interest margin for 2004 was 3.66%, up from 3.49% in 2003. The increase in the net interest margin was due in part to a shift in the mix of earning assets. Loans, typically Regions’ highest yielding asset, increased as a percentage of total earning assets. Reduced balance sheet leverage contributed to the shift in mix of earning assets as certain maturities from the securities portfolio were not reinvested but rather were used to reduce borrowings. In addition, the benefit resulting from the early retirement of Federal Home Loan Bank advances in the second quarter of 2004 also contributed to a higher net interest margin. As of December 31, 2004, interest rate sensitivity analysis indicated Regions’ balance sheet remains in a slightly asset sensitive position, which should be beneficial in a rising rate environment.

Regions’ banking unit showed positive signs in 2004. Excluding the effect of the Union Planters merger, loans increased 8% due to increases in commercial real estate lending and consumer lines of credit. Deposits increased 9%, excluding the effect of the merger with Union Planters, due primarily to growth in interest-free and money market deposits.

Net charge-offs totaled $131.0 million or 0.29% of average loans in 2004, compared to 0.33% in 2003. Non-performing assets including loans past due 90 days increased $188.4 million to $527.0 million at December 31, 2004 but declined as a percentage of total loans and other real estate compared to year-end 2003. In 2004, Regions successfully completed the integration of the credit policy functions of Regions and Union Planters.

Non-interest income totaled 42% of total revenue in 2004, as Regions continues to benefit from a diversified revenue steam. Brokerage and investment revenues declined slightly in 2004 as a slow down from record levels of fixed income production in prior years was not completely offset by improved private client revenues related to improved equity markets and two closed end fund offerings. Equity capital markets and investment advisory fees were also higher in 2004. Residential mortgage servicing and origination fees were higher in 2004, due to business activity added in connection with the Union Planters merger. The mortgage industry continues to face a number of market challenges. Regions continues to evaluate its mortgage division for the optimal business mix as well as improved operating efficiencies.

Non-interest expense totaled $2.5 billion in 2004 compared to $1.8 billion in 2003. Included in 2004 are merger-related charges of $55.1 million. In connection with the integration of Regions and Union Planters, Regions has and will continue to incur merger-related expenses throughout the integration process. As the integration of Regions and Union Planters progresses, Regions expects to realize merger efficiencies in the banking units as well as other lines of business. Regions intends to continue to invest in many areas of the franchise, including personnel, technology and product delivery channels in order to increase revenue and improve efficiencies while continuing to provide superior customer service.

In preparing financial information, management is required to make significant estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses for the periods shown. The accounting principles followed by Regions and the methods of applying these principles conform with accounting principles generally accepted in the United States and general banking practices. Estimates and assumptions most significant to Regions are related primarily to allowance for loan losses, intangibles (excess purchase price, other identifiable intangible assets and mortgage serving rights) and income taxes, and are summarized in the following discussion and notes to the consolidated financial statements.

Management’s determination of the adequacy of the allowance for loan losses, which is based on the factors and risk identification procedures discussed in the following pages, requires the use of judgments and estimates that may change in the future. Changes in the factors used by management to determine the adequacy of the allowance, or the availability of new information, could cause the allowance for loan losses to be increased or decreased in future periods. In addition, bank regulatory agencies, as part of their examination process, may require that additions be made to the allowance for loan losses based on their judgments and estimates.

Regions’ excess purchase price (the amount in excess of the fair value of net assets acquired) is tested for impairment annually, or more often if events or circumstances indicate impairment may exist. Adverse changes in the economic environment, operations of acquired business units, or other factors could result in a decline in implied fair value of excess purchase price. If the implied fair value is less than the carrying amount, a loss would be recognized to reduce the carrying amount to implied fair value.

Other identifiable intangible assets, primarily core deposits intangibles, are reviewed at least annually for events or circumstances which could impact the recoverability of the intangible asset, such as loss of core deposits, increased competition or adverse changes in the economy. To the extent an other identifiable intangible asset is deemed unrecoverable, an impairment loss would be recorded to reduce the carrying amount to the fair value.

For purposes of evaluating mortgage servicing impairment, Regions must estimate the value of its mortgage servicing rights (MSR). MSR do not trade in an active market with readily observable market prices. Although sales of MSR do occur, the exact terms and conditions of sales may not be readily available. As a result, Regions stratifies its mortgage servicing portfolio on the basis of certain risk characteristics, including loan type and contractual note rate, and values its MSR using discounted cash flow modeling techniques which require management to make estimates regarding future net servicing cash flows, taking into consideration historical and forecasted mortgage loan prepayment rates and discount rates. Changes in interest rates, prepayment speeds or other factors could result in impairment of the servicing asset and a charge against earnings to reduce the recorded carrying amount. Based on a hypothetical sensitivity analysis, Regions estimates that a reduction in the primary mortgage market rates of 25 basis points and 50 points would reduce the December 31, 2004 fair value of MSR by 14% ($56 million) and 30% ($111 million), respectively. Management mitigates risk associated with declines in the estimated value of MSR by purchasing agency securities to create economic hedges.

Management’s determination of the realization of the deferred tax asset is based upon management’s judgment of various future events and uncertainties, including the timing and amount of future income earned by certain subsidiaries and the implementation of various tax plans to maximize realization of the deferred tax asset. Management believes that the subsidiaries will generate sufficient operating earnings to realize the deferred tax benefits. Regions’ 1998 to 2003 consolidated federal income tax returns are open for examination. From time to time Regions engages in business plans that may also have an effect on its tax liabilities. While Regions has obtained the opinion of advisors that the tax aspects of these plans should prevail, examination of Regions’ income tax returns or changes in tax law may impact these plans and resulting provisions for income taxes.

The acquisitions of banks and other financial service companies historically have contributed significantly to Regions’ growth. The acquisitions of other financial service companies have also allowed Regions to better diversify its revenue stream and to offer additional products and services to its customers. Regions, from time to time, evaluates potential bank and non-bank acquisition candidates; however, no transactions were pending at December 31, 2004.

On July 1, 2004, Regions completed its merger with Union Planters Corporation, headquartered in Memphis, Tennessee. Union Planters provided traditional commercial and retail banking services and other financial services in the fields of mortgage banking, insurance, trust, securities brokerage and investments, professional employment services and specialty financing. Union Planters’ banking subsidiary, UPBNA, serves customers through over 700 branches covering the midsouth. The combination with Union Planters, while adding $35.7 billion in assets, $22.3 billion in loans and $22.9 billion in deposits, significantly expanded Regions geographic footprint as well as its customer base. Through the merger, Regions expanded its banking presence into new markets in Illinois, Indiana, Iowa, Kentucky, Mississippi and Missouri and strengthened its banking presence in existing markets in Alabama, Arkansas, Florida, Louisiana, Tennessee and Texas.

Additionally in 2004, Regions acquired Evergreen Timber Investment Management (“ETIM”). ETIM manages timber assets for third parties and produces annual revenue of approximately $10 million.

In 2003, Regions consummated the purchase of three branches from Inter Savings Bank, FSB, which strengthened its community banking franchise in central Florida. These branches combined added $185 million in assets, $5 million in loans and $185 million in deposits:

In 2002, Regions consummated two acquisitions, which strengthened its community banking franchise in Texas while adding an insurance firm headquartered in New Iberia, Louisiana. These acquisitions combined added $280 million in assets, $156 million in loans and $253 million in deposits:


	•	Regions expanded its insurance division though the acquisition of ICT Group, LLC, headquartered in New Iberia, Louisiana.

	•	Regions expanded into the Dallas, Texas, market through the acquisition of Brookhollow Bancshares, Inc., with $167 million in assets.

	•	Regions expanded its presence in the Houston, Texas, market through the acquisition of Independence Bank, National Association, with $112 million in assets.

Regions’ business combinations over the last three years are summarized in the following charts. Each of these transactions was accounted for as a purchase.

Regions’ financial condition depends primarily on the quality and nature of its assets, liabilities and capital structure, the market and economic conditions, and the quality of its personnel.

Regions’ primary investment is loans. At December 31, 2004, loans represented 78% of Regions’ earning assets.

Lending at Regions is generally organized along three functional lines: commercial loans (including financial and agricultural), real estate loans and consumer loans. The composition of the portfolio by these major categories is presented below (with real estate loans further broken down between construction and mortgage loans):

As the above table demonstrates, over the last five years loans increased a total of $26.2 billion, a compound growth rate of 16%. In 2001, loan balances declined $491 million due primarily to increased prepayments of residential mortgage loans. In 2002, total loans increased $100 million primarily due to growth in the commercial portfolio, partially offset by the reclassification of $1.1 billion of indirect auto loans to the loans held for sale category on September 30, 2002. Excluding the effect of the reclassification, total loans would have increased $1.2 billion, or 4%, in 2002. Loans increased $1.2 billion or 4% in 2003, due primarily to growth in the real estate portfolio partially offset by a decline in the commercial portfolio. Loans increased significantly in 2004 due to $22.3 billion of loans which were added by the Union Planters merger, $430 million of indirect auto loans reclassified to the loan portfolio from the loans held for sale category and internally generated loan growth. Excluding loans added from the merger and reclassification, loans increased 8% in 2004.

Loans added in connection with the Union Planters merger are summarized in the following table.

All major categories in the loan portfolio have increased significantly over the last five years due primarily to the merger with Union Planters. Over the last five years, commercial, financial and agricultural loans increased $6.0 billion, or 66%. Real estate construction loans increased $2.2 billion, or 67%, over the same period. Real estate mortgage loans increased $14.5 billion, or 111%, and consumer loans increased $3.4 billion, or 58%, over the last five years.

In 2004, as economic factors improved, internally generated loan growth increased, primarily in the real estate and consumer categories. Average total loans were $30.9 billion in 2002, compared to $31.5 billion in 2003 and $44.7 billion in 2004. The modest internal loan growth trend experienced in prior years was a result of lower loan demand resulting from weaker economic conditions, significant prepayments of mortgage loans, management initiatives to focus on higher margin loans, combined with the reclassification of indirect auto loans in 2002. Regions expects modest loan growth in 2005.

Regions’ residential real estate mortgage portfolio totaled $8.7 billion at December 31, 2004, an increase of approximately $3.1 billion from a year earlier. Mortgages added in connection with the Union Planters merger accounted for most of the increase. The portfolio contained approximately $5.4 billion of adjustable rate mortgages (ARM) and $3.3 billion of fixed rate mortgages at year end.

The fixed rate residential mortgage portfolio’s weighted average coupon increased to 5.90% from 5.73% the previous year, while the weighted average remaining maturity decreased slightly to 170 months from 172 months. The residential ARM portfolio also exhibited a yield increase with rates averaging 5.37% in 2004 compared to 5.10% a year earlier. At December 31, 2004, the weighted average months to reprice was 35, up from 31 months at year end 2003.

The amounts of total gross loans (excluding residential mortgages and consumer loans) outstanding at December 31, 2004, based on remaining scheduled repayments of principal, due in (1) one year or less, (2) more than one year but less than five years and (3) more than five years, are shown in the following table. The amounts due after one year are classified according to sensitivity to changes in interest rates.

A sound credit policy and careful, consistent credit review are vital to a successful lending program. All affiliates of Regions operate under written loan policies that attempt to maintain a consistent lending philosophy, provide sound traditional credit decisions, provide an adequate risk-adjusted return and render service to the communities in which the banks are located. Regions’ lending policy generally confines loans to local customers or to national firms doing business locally. Credit reviews and loan examinations help confirm that affiliates are adhering to these loan policies.

Every loan carries some degree of credit risk. This risk is reflected in the consolidated financial statements by the allowance for loan losses, the amount of loans charged off and the provision for loan losses charged to operating expense. It is Regions’ policy that when a loss is identified, it is charged against the allowance for loan losses in the current period. The policy regarding recognition of losses requires immediate recognition of a loss if significant doubt exists as to principal repayment.

Regions’ provision for loan losses is a reflection of actual losses experienced during the year and management’s judgment as to the adequacy of the allowance for loan losses. Some of the factors considered by management in determining the amount of the provision and resulting allowance include: (1) detailed reviews of individual loans; (2) gross and net loan charge-offs in the current year; (3) the current level of the allowance in relation to total loans and to historical loss levels; (4) past due and non-accruing loans; (5) collateral values of properties securing loans; (6) the composition of the loan portfolio (types of loans) and risk profiles; and (7) management’s analysis of economic conditions and the resulting impact on Regions’ loan portfolio.

A coordinated effort is undertaken to identify credit losses in the loan portfolio for management purposes and to establish the loan loss provision and resulting allowance for accounting purposes. A regular, formal and ongoing loan review is conducted to identify loans with unusual risks or possible losses. The primary responsibility for this review rests with the management of the individual banking offices. Their work is supplemented with reviews by Regions’ internal audit staff and corporate loan examiners. This process provides information that helps in assessing the quality of the portfolio, assists in the prompt identification of problems and potential problems, and aids in deciding if a loan represents a probable loss that should be recognized or a risk for which an allowance should be maintained.

If it is determined that payment of interest on a loan is questionable, it is Regions’ policy to classify the loan as non-accrual and reverse interest previously accrued on the loan against interest income. Interest on such loans is thereafter recorded on a “cash basis” and is included in earnings only when actually received in cash and when full payment of principal is no longer doubtful.

Although it is Regions’ policy to immediately charge off as a loss all loan amounts judged to be uncollectible, historical experience indicates that certain losses exist in the loan portfolio that have not been specifically identified. To anticipate and provide for these unidentifiable losses, the allowance for loan losses is established by charging the provision for loan losses expense against current earnings. No portion of the resulting allowance is in any way allocated or restricted to any individual loan or group of loans. The entire allowance is available to absorb losses from any and all loans.

Regions determines its allowance for loan losses in accordance with Statement of Financial Accounting Standards No. 114 (Statement 114) and Statement of Financial Accounting Standards No. 5 (Statement 5). In determining the amount of the allowance for loan losses, management uses information from its ongoing loan review process to stratify the loan portfolio into risk grades. The higher-risk-graded loans in the portfolio are assigned estimated amounts of loss based on several factors, including current and historical loss experience of each higher-risk category, regulatory guidelines for losses in each higher-risk category and management’s judgment of economic conditions and the resulting impact on the higher-risk-graded loans. All loans deemed to be impaired, which include all non-accrual loans greater than $1 million, excluding loans to individuals, are evaluated individually. Impaired loans totaled approximately $95 million at December 31, 2004 and $94 million at December 31, 2003. The vast majority of Regions’ impaired loans are dependent upon collateral for repayment. For these loans, impairment is measured by evaluating collateral value as compared

to the current investment in the loan. For all other loans, Regions compares the amount of estimated discounted cash flows to the investment in the loan. In the event a particular loan’s collateral value or discounted cash flows are not sufficient to support the collection of the investment in the loan, the loan is specifically considered in the determination of the allowance for loan losses or a charge is immediately taken against the allowance for loan losses. The amount of the allowance for loan losses related to the higher-risk loans was approximately 55% at December 31, 2004, compared to approximately 69% at December 31, 2003. Higher-risk loans, which include impaired loans, consist of loans classified as OLEM (other loans especially mentioned) and below and loans in other loan categories that are significantly past due.

In addition to establishing allowance levels for specifically identified higher-risk-graded loans, management determines allowance levels for all other loans in the portfolio for which historical experience indicates that losses exist. These loans are categorized by loan type and assigned estimated amounts of loss based on several factors, including current and historical loss experience of each loan type and management’s judgment of economic conditions and the resulting impact on each category of loans. The amount of the allowance for loan losses related to all other loans in the portfolio for which historical experience indicates that losses exist was approximately 45% of Regions’ allowance for loan losses at December 31, 2004, compared to approximately 31% at December 31, 2003. The amount of the allowance related to these loans is combined with the amount of the allowance related to the higher-risk-graded loans to evaluate the overall level of the allowance for loan losses.

As a part of the integration of Regions and Union Planters, the loan review, grading and rating systems were combined throughout the combined organization. The result is a consistent approach of review and rating for loans originated from both organizations.

Over the last five years, the year-end allowance for loan losses as a percentage of loans ranged from a low of 1.20% at December 31, 2000 to a high of 1.41% at December 31, 2003 and 2002. As of December 31, 2004, the allowance as a percentage of loans was 1.31%. Management considers the current level of the allowance for loan losses adequate to absorb probable losses from loans in the portfolio. Management’s determination of the adequacy of the allowance for loan losses, which is based on the factors and risk identification procedures previously discussed, requires the use of judgments and estimations that may change in the future. Changes in the factors used by management to determine the adequacy of the allowance or the availability of new information could cause the allowance for loan losses to be increased or decreased in future periods. In addition, bank regulatory agencies, as part of their examination process, may require that additions be made to the allowance for loan losses based on their judgments and estimates.

The following table presents information on non-performing loans and real estate acquired in settlement of loans:

The analysis of loan loss experience, as reflected in the following table, shows that net loan losses over the last five years ranged from a high of $131.0 million in 2004 to a low of $94.1 million in 2000. Net loan losses were $104.6 million in 2003, $111.8 million in 2002, and $126.8 million in 2001. Over the last five years, net loan losses averaged 0.34% of average loans and were 0.29% of average loans in 2004. Compared to the prior year, in 2004, Regions experienced a lower charge-off percentage for commercial credits, partially offset by higher levels of losses in the consumer category.

The following analysis presents a five-year history of the allowance for loan losses and loan loss data:

In order to assess the risk characteristics of the loan portfolio, it is appropriate to consider the economy of Regions’ primary banking markets as well as the three major categories of loans — commercial, real estate and consumer.

Economy of Regions’ primary banking markets. The Alabama economy has experienced relatively stable growth over the last several years. Industries important in the Alabama economy include vehicle and vehicle parts manufacturing and assembly, lumber and wood products, health care services, and steel production. High technology and defense-related industries are important in the northern part of the state. Agriculture, particularly poultry, beef cattle and cotton, are also important to the state’s economy.

Tennessee’s economy is heavily influenced by automobile manufacturing, tourism, entertainment and recreation, health care and other service industries. With one out of four Tennesseeans employed in service industries, the state’s economy is dependent on this sector.

The economy of northern Georgia, where the majority of Regions’ Georgia franchise is located, is diversified with a strong presence in poultry production, carpet manufacturing, automotive manufacturing-related industries, tourism, and various service sector industries. A well-developed transportation system has contributed to the growth in north Georgia. This area has experienced rapid population growth and has favorable household income characteristics relative to many of Regions’ other markets.

In the southern region of Georgia, while agriculture is important, other industries play a significant role in the economy as well. Georgia ranks as one of the nation’s top producers of paper and paper board products. Albany and Valdosta, Regions’ primary market areas in southern Georgia, are hubs for retail trade and health care for the entire South Georgia market. These markets are also home to numerous manufacturing and production facilities of Fortune 500 Companies.

Florida has also experienced excellent economic growth during the last several years. Tourism and space research are very important to the Florida economy, and military payrolls are significant in the panhandle area. Florida has experienced strong in-migration, contributing to strong construction activity and a growing retirement-age population. Citrus fruit production is also important in the state.

The Arkansas economy is supported in part by the forest products industry, due to the abundance of corporate-owned forests and public forest lands. In recent years, retail trade, transportation and steel production have become increasingly important to the state’s economy.

Natural resources are very important to the Louisiana economy. Energy and petrochemical industries play a significant role in the economy. Shipping, shipbuilding, and other transportation equipment industries are strong in the state’s durable goods industries. Tourism, amusement and recreation, service, and health care industries are also important to the Louisiana economy. Cotton, rice and sugarcane are among Louisiana’s most important agricultural commodities, while Louisiana’s fishing industry is one of the largest in the nation.

The economy in the state of Texas has been among the strongest in the nation in recent years. In addition to oil, gas and agriculture, the Texas economy is supported by telecommunications, computer and technology research, and the health care industry.

Manufacturing and agriculture primarily drive the Indiana economy. Steel, transportation equipment, and food products are the leading manufactures in Indiana. Indiana’s production of corn and wheat support its livestock and meatpacking industries as well as its dairy industry.

Missouri’s economy relies mainly on industry. Aerospace and transportation equipment production as well as printing and publishing are important to the economic growth. Missouri’s mining concerns are also vital to the economy. Missouri is a leading producer of coal, zinc and lead.

The economy along the I-85 corridor in South Carolina is home to numerous multinational manufacturers, resulting in one of the highest per capita foreign investment areas in the nation. Auto manufacturing has become increasingly important in recent years.

The economy in Iowa is heavily influenced by agriculture. Iowa is one of the leaders in the production of corn and soybeans. In recent years manufacturing has become increasingly important. Top products include farm machinery, tires and chemicals.

The economy of Kentucky is primarily industrial, including manufacturing of electrical equipment, automobiles and food products. Tourism has become increasingly important in recent years. Kentucky is also a leading producer of coal.

Timber products and agriculture continue to be important to the Mississippi economy, although tourism and entertainment have become important in recent years. Mississippi’s primary agricultural products include poultry, catfish and dairy.

The North Carolina economy is diversified with manufacturing, agriculture, financial services and textiles as its primary industries. North Carolina has experienced population growth well in excess of the national average in recent years. The economy is further supported by three state universities, which provide stable employment and serve as research centers in the area.

The Illinois economy is diversified with manufacturing, mining, textiles and agriculture. Illinois’ manufactured products include food products, fabricated and primary metal products, chemicals and published materials. Illinois ranks high among the states in the production of coal as well as corn, soybeans hay and wheat.

The economies in the markets served by Regions continue to be among the best in the nation. General economic conditions deteriorated throughout the nation in 2001 and did not show significant recovery in 2002. In 2003, various sectors of the economy reported growth, while others continued the slow growth trends of 2002. Generally, economic conditions continued to improve during 2004.

Commercial. Regions’ commercial loan portfolio is highly diversified within the markets it serves. Geographically, the largest concentration is the 19% of the portfolio in the state of Alabama. Loans in Tennessee account for 13% of the commercial loan portfolio, while Florida and Georgia each account for 11%. Arkansas accounts for 10% of the commercial loan portfolio, followed by Louisiana with 8%, Texas with 6%, Indiana, Missouri and Mississippi with 5% each, South Carolina with 3%, and Illinois, Iowa, Kentucky and North Carolina with 1% each. A small portion of these loans is secured by properties outside Regions’ banking market areas.

Included in the commercial loan classification are $1.4 billion of syndicated loans. Syndicated loans are typically made to national companies and are originated through an agent bank. Regions’ syndicated loans are primarily to national companies with operations in Regions’ banking footprint.

From 2000 to 2004, net commercial loan losses as a percent of average commercial loans outstanding ranged from a low of 0.41% in 2000 to a high of 0.88% in 2001. Commercial loan losses in 2004 totaled $77.8 million, or 0.61% of average commercial loans compared to 0.71% in 2003. The lower percentage of commercial loan losses in 2004 compared to 2003 resulted primarily from lower losses related to agribusiness customers. Future losses are a function of many variables, of which general economic conditions are the most important. Assuming moderate to slow economic growth during 2005 in Regions’ market areas, net commercial loan losses in 2005 are expected to be near the 2004 level.

Real Estate. Regions’ real estate loan portfolio consists of construction and land development loans, loans to businesses for long-term financing of land and buildings, loans on one-to four-family residential properties, loans to mortgage banking companies (which are secured primarily by loans on one-to four-family residential properties and are known as warehoused mortgage loans) and various other loans secured by real estate.

Real estate construction loans increased $2.0 billion in 2004 to $5.5 billion or 9.5% of Regions’ total loan portfolio. Over the last five years real estate construction loans averaged 10.7% of Regions’ total loan portfolio. During 2002 and 2003, construction loan demand declined as the economy exhibited signs of weakness. In 2004, as the economic conditions improved, loan demand increased as new construction projects increased. Most of the construction loans relate to shopping centers, apartment complexes, commercial buildings and residential property development. These loans are normally secured by land and buildings and are generally backed by commitments for long-term financing from other financial institutions. Real estate construction loans are closely monitored by management, since these loans are generally considered riskier than other types

of loans and are particularly vulnerable in economic downturns and in periods of high interest rates. Regions generally requires higher levels of borrower equity investment in addition to other underwriting requirements for this type of lending as compared to other real estate lending. Regions has not been an active lender to real estate developers outside its market areas.

The loans to businesses for long-term financing of land and buildings are primarily to commercial customers within Regions’ markets. Total loans secured by non-farm, non-residential properties totaled $11.2 billion at December 31, 2004. Although some risk is inherent in this type of lending, Regions attempts to minimize this risk by generally making a significant amount of these type loans only on owner-occupied properties, and by requiring collateral values that exceed the loan amount, adequate cash flow to service the debt, and in most cases, the personal guarantees of principals of the borrowers.


þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the fiscal year ended December 31, 2004
OR

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the transition period from to


Delaware		63-0589368
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
417 North 20th Street, Birmingham, Alabama 35203
(Address of Principal Executive Offices)


Title of each class		Name of each exchange on which registered

Common Stock, $.01 par value		New York Stock Exchange


PART I
	Item 1. Business
	Item 2. Properties
	Item 3. Legal Proceedings
	Item 4. Submission of Matters to a Vote of Security Holders
PART II
	Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
	Item 6. Selected Financial Data
	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation
	Item 7A. Qualitative and Quantitative Disclosures about Market Risk
	Item 8. Financial Statements and Supplementary Data
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
	Item 9A. Controls and Procedures
Report of Independent Registered Public Accounting Firm
	Item 9B. Other Information
PART III
	Item 10. Directors and Executive Officers of the Registrant
	Item 11. Executive Compensation
	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
	Item 13. Certain Relationships and Related Transactions
	Item 14. Principal Accounting Fees and Services
	Item 15. Exhibits, Financial Statement Schedules
SIGNATURES
Exhibit Index
EX-3.2 BYLAWS AS LAST AMENDED DECEMBER 20, 2004
EX-10.2 REGIONS RESTATED 1991 LONG-TERM INCENTIVE PLAN
EX-10.3 REGIONS 1999 LONG-TERM INCENTIVE PLAN
EX-10.14 UNION PLANTERS SUPPLEMENTAL RETIREMENT PLAN FOR EXEC. OFFICERS
EX-10.15 AMEND.TO UNION PLANTERS SUPP. EXEC. RETIREMENT PLAN
EX-10.16 RESTATED TRUST SUPP. EXEC. RETIRMENT PLAN
EX-10.18 REGIONS MANAGEMENT INCENTIVE PLAN
EX-10.19 FORM OF DEFERRED COMPENSATION AGREEMENT
EX-10.21 RESTATED EMPLOYMENT AGREEMENT DATED 4/17/97
EX-10.22 EXECUTIVE RETIREMENT AGREEMENT DATED 2/23/95
EX-12 STATEMENTS RE: COMPUTATION OF RATIO OF EARNINGS
EX-21 LIST OF SUBSIDIARIES OF REGISTRANT
EX-23 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
EX-31.1 SECTION 302 CERTIFICATION OF THE CEO
EX-31.2 SECTION 302 CERTIFICATION OF THE CFO
EX-32 SECTION 906 CERTIFICATION OF THE CEO AND CFO


						Total Number of		Maximum Number
						Shares Purchased		of Shares that May
		Total Number		Average Price		As Part of Publicly		Yet Be Purchased
		of Shares		Paid Per		Announced Plans		Under the Plans or
Period		Purchased		Share		or Programs		Programs(1)

October 1, 2004-October 31, 2004			170,000	$	34.87		170,000		19,830,000
November 1, 2004-November 30, 2004			440,500		34.94		440,500		19,389,500
December 1, 2004-December 31, 2004			232,500		34.74		232,500		19,157,000

	Total		843,000	$	34.87		843,000

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		Assets			Loans			Deposits			Branches

Alabama			17	%		18	%		20	%		191
Arkansas			8			8			8			113
Florida			15			13			14			139
Georgia			13			13			11			134
Illinois			1			1			2			71
Indiana			4			4			4			62
Iowa			1			1			1			17
Kentucky			2			2			1			19
Louisiana			7			7			8			105
Mississippi			4			4			5			92
Missouri			6			6			7			70
North Carolina			2			2			*			6
South Carolina			3			3			2			37
Tennessee			13			13			13			195
Texas			4			5			4			72

	Totals		100	%		100	%		100	%		1,323


Item 4.	*Submission of Matters to a Vote of Security Holders*


Item 5.	*Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities*


																			Compound
																Annual			Growth
																Change			Rate
			2004		2003		2002		2001		2000			1999		2003-2004			1999-2004


			(in thousands, except ratios, yields, and per share amounts)
Summary of Operating Results
Interest income:
	Interest and fees on loans		$	2,318,684	$	1,702,299	$	1,986,203	$	2,458,503	$	2,588,143		$	2,201,786		36.21	%		1.04	%
	Income on federal funds sold			7,701		5,828		8,377		17,890		5,537			4,256		32.14			12.59
	Taxable interest on securities			434,009		348,765		400,705		445,919		561,974			524,935		24.44			–3.73
	Tax-free interest on securities			25,319		24,355		29,967		40,434		41,726			39,484		3.96			–8.50
	Other interest income			169,972		137,883		111,737		92,891		36,863			84,225		23.27			15.08

		Total interest income		2,955,685		2,219,130		2,536,989		3,055,637		3,234,243			2,854,686		33.19			0.70
Interest expense:
	Interest on deposits			496,627		430,353		652,765		1,135,695		1,372,260			1,056,799		15.40			–14.02
	Interest on short-term borrowings			108,000		101,075		128,256		188,108		276,243			329,518		6.85			–20.00
	Interest on long-term borrowings			238,024		213,104		258,380		306,341		196,943			42,514		11.69			41.13

		Total interest expense		842,651		744,532		1,039,401		1,630,144		1,845,446			1,428,831		13.18			–10.02

		Net interest income		2,113,034		1,474,598		1,497,588		1,425,493		1,388,797			1,425,855		43.30			8.18
Provision for loan losses				128,500		121,500		127,500		165,402		127,099			113,658		5.76			2.49

		Net interest income after provision for loan losses		1,984,534		1,353,098		1,370,088		1,260,091		1,261,698			1,312,197		46.67			8.63
Non-interest income:
	Brokerage and investment banking income			535,300		552,729		499,685		358,974		41,303			36,983		–3.15			70.66
	Trust department income			102,569		69,921		62,197		56,681		57,675			53,434		46.69			13.93
	Service charges on deposit accounts			418,142		288,613		277,807		267,263		231,670			194,984		44.88			16.48
	Mortgage servicing and origination fees			128,845		97,383		90,000		86,865		74,689			96,586		32.31			5.93
	Securities gains (losses)			63,086		25,658		51,654		32,106		(39,928	)		160		145.87			NM
	Other			406,412		318,009		241,944		176,824		211,890			139,233		27.80			23.89

		Total non-interest income		1,654,354		1,352,313		1,223,287		978,713		577,299			521,380		22.34			25.98
Non-interest expense:
	Salaries and employee benefits			1,425,075		1,095,781		1,005,099		861,730		573,137			539,219		30.05			21.45
	Net occupancy expense			160,060		105,847		97,924		86,901		70,675			61,635		51.22			21.03
	Furniture and equipment expense			101,977		81,347		90,818		87,727		74,213			72,013		25.36			7.21
	Other			776,194		510,864		530,294		484,495		379,246			375,684		51.94			15.62

		Total non-interest expense		2,463,306		1,793,839		1,724,135		1,520,853		1,097,271			1,048,551		37.32			18.63

		Income before income taxes		1,175,582		911,572		869,240		717,951		741,726			785,026		28.96			8.41
Applicable income taxes				351,817		259,731		249,338		209,017		214,203			259,640		35.45			6.26

		Net income	$	823,765	$	651,841	$	619,902	$	508,934	$	527,523		$	525,386		26.38	%		9.41

		Net income available to common shareholders	$	817,745	$	651,841	$	614,458	$	508,934	$	527,523		$	525,386		25.45	%		9.25

Average number of shares outstanding				368,656		274,212		276,936		277,455		272,553			273,608		34.44	%		6.14
Average number of shares outstanding — diluted				373,732		277,930		281,043		280,332		274,068			276,510		34.47	%		6.21
Per share:
		Net income	$	2.22	$	2.38	$	2.22	$	1.83	$	1.94		$	1.92		–6.72	%		2.95	%
		Net income, diluted		2.19		2.35		2.19		1.82		1.92			1.90		–6.81			2.88
		Cash dividends declared		1.33		1.00		0.94		0.91		0.87			0.81		33.00			10.43


																	Compound
																	Growth
														Annual Change			Rate
		2004		2003		2002		2001		2000		1999		2003-2004			1999-2004


		(in thousands, except per share amounts)
YEAR-END BALANCES
	Assets	$	84,106,438	$	48,597,996	$	47,938,840	$	45,382,712	$	43,688,293	$	42,714,395		73.07	%		14.51	%
	Securities		12,616,589		9,087,804		8,994,600		7,847,159		8,994,171		10,913,044		38.83			2.94
	Loans, net of unearned income		57,526,954		32,184,323		30,985,774		30,885,348		31,376,463		28,144,675		78.74			15.37
	Non-interest- bearing deposits		11,424,137		5,717,747		5,147,689		5,085,337		4,512,883		4,419,693		99.80			20.92
	Interest-bearing deposits		47,242,886		27,014,788		27,778,512		26,462,986		27,509,608		25,569,401		74.88			13.06

	Total deposits		58,667,023		32,732,535		32,926,201		31,548,323		32,022,491		29,989,094		79.23			14.36
	Long-term debt		7,239,585		5,711,752		5,386,109		4,747,674		4,478,027		1,750,861		26.75			32.83
	Stockholders’ equity		10,749,457		4,452,115		4,178,422		4,035,765		3,457,944		3,065,112		141.45			28.53
	Stockholders’ equity per share	$	23.06	$	16.25	$	15.29	$	14.21	$	12.74	$	11.25		41.91	%		15.44	%
	Market price per share of common stock	$	35.59	$	30.13	$	27.02	$	24.25	$	22.12	$	20.35		18.12	%		11.83	%


Item 7.	*Management’s Discussion and Analysis of Financial Condition and Results of Operation*



		December 31,

		2004		2003		2002		2001		2000


		(in thousands, net of unearned income)
Commercial		$	15,028,015	$	9,754,588	$	10,667,855	$	9,727,204	$	9,039,818
Real estate — construction			5,472,463		3,484,767		3,604,116		3,664,677		3,271,692
Real estate — mortgage			27,639,913		12,977,549		11,039,552		11,309,126		13,114,655
Consumer			9,386,563		5,967,419		5,674,251		6,184,341		5,950,298

	Total	$	57,526,954	$	32,184,323	$	30,985,774	$	30,885,348	$	31,376,463


		(in thousands)
Commercial		$	5,745,594
Real estate — construction			2,419,306
Real estate — mortgage			10,054,804
Consumer			4,078,523

	Total	$	22,298,227



		Loans Maturing

		Within		After One But		After
		One Year		Within Five Years		Five Years		Total


		(in thousands)
Commercial, financial and agricultural		$	7,641,567	$	5,640,946	$	1,897,109	$	15,179,622
Real estate — construction			3,417,148		1,807,188		263,698		5,488,034
Real estate — mortgage			3,062,550		7,756,202		3,325,679		14,144,431

	Total	$	14,121,265	$	15,204,336	$	5,486,486	$	34,812,087



		Sensitivity of Loans to
		Changes in Interest Rates

		Predetermined		Variable
		Rate		Rate


		(in thousands)
Due after one year but within five years		$	4,531,348	$	10,672,988
Due after five years			1,633,043		3,853,443

	Total	$	6,164,391	$	14,526,431


Item 1.	*Business*


Item 2.	*Properties*


Item 3.	*Legal Proceedings*


Item 6.	*Selected Financial Data*



			December 31,

Non-Performing Assets			2004			2003			2002			2001			2000


			(dollar amounts in thousands)
Non-performing loans:
	Loans accounted for on a non-accrual basis		$	388,379		$	250,344		$	226,470		$	269,764		$	197,974
	Loans contractually past due 90 days or more as to principal or interest payments (exclusive of non-accrual loans)			74,777			35,187			38,499			46,845			35,903
	Loans whose terms have been renegotiated to provide a reduction or deferral of interest or principal because of a deterioration in the financial position of the borrower (exclusive of non-accrual loans and loans past due 90 days or more)			279			886			32,280			42,807			12,372
Real estate acquired in settlement of loans (“other real estate”)				63,598			52,195			59,606			40,872			28,443

		Total	$	527,033		$	338,612		$	356,855		$	400,288		$	274,692

Non-performing assets as a percentage of loans and other real estate				.92	%		1.05	%		1.15	%		1.29	%		.87	%