Regions Bank 2008 Annual Report Download - page 38

On February 6, 2009, Regions acquired from the FDIC approximately $285 million in total deposits from a
failed bank headquartered in Henry County, Georgia. Under the terms of the agreement with the FDIC, Regions
assumed operations of the bank’s four branches and provides banking services to its former customers.
During 2007, Regions acquired two financial services entities. On January 2, 2007, Regions Insurance
Group, Inc. acquired certain assets of Miles & Finch, Inc., a multi-line insurance agency headquartered in
Kokomo, Indiana, with annual revenues of approximately $10 million. On June 15, 2007, Morgan Keegan
acquired Shattuck Hammond Partners LLC (“Shattuck Hammond”), an investment banking and financial
advisory firm headquartered in New York, New York.
On November 4, 2006, Regions merged with AmSouth Bancorporation (“AmSouth”), headquartered in
Birmingham, Alabama. In the stock-for-stock merger, 0.7974 shares of Regions were exchanged, on a tax-free
basis, for each share of AmSouth common stock. AmSouth had total assets of approximately $58 billion
(including goodwill) and operated in 6 states at the time of the merger. This transaction was accounted for as a
purchase of 100 percent of the voting interests of AmSouth by Regions and, accordingly, financial results for
periods prior to November 4, 2006 have not been restated. The Company completed the operational integration
of AmSouth into Regions during 2007. As part of the integration process, Regions converted its mortgage,
brokerage, trust, and payroll and benefits platforms, as well as its entire network of branches to a common
operating platform. Concurrent with the branch conversions, 160 branches in close proximity to one another were
consolidated into the remaining branch system. Also related to the merger, during the first quarter of 2007,
Regions divested 52 branches, which is discussed later in the “Dispositions” section of this report.
Regions incurred approximately $822 million in one-time pre-tax merger-related costs to bring the two
companies together. Regions recorded $185.4 million of such costs in goodwill during 2006. This amount was
subsequently adjusted down by $2.9 million in 2007. The majority of merger costs flowed directly through the
income statement. These included $200.2 million, $350.9 million, and $88.7 million in pre-tax merger expenses
during 2008, 2007 and 2006, respectively. No merger expenses related to the AmSouth transaction were recorded
after the third quarter of 2008.
Anticipated cost savings are an important driver of any merger transaction. Regions estimates that it
achieved an ongoing annual cost savings run-rate in excess of $800 million as of year-end 2008, as a result of the
merger. These savings were primarily recognized in areas such as personnel, occupancy and equipment,
operations and technology, and corporate functions.
Dispositions
During the first quarter of 2007, through sales to three separate buyers, Regions completed the divestiture of
52 former AmSouth branches having approximately $2.7 billion in deposits and $1.7 billion in loans. These
divestitures were required in markets where the merger may have affected competition.
On March 30, 2007, Regions sold its wholly-owned non-conforming mortgage origination subsidiary,
EquiFirst Corporation (“EquiFirst”) for an initial sales price of approximately $76 million. The business related
to EquiFirst has been accounted for as discontinued operations and the results are presented separately on the
consolidated statements of operations for all periods presented. Resolution of the sales price was completed in
October 2008, and resulted in an after-tax loss of approximately $10 million. See Note 4 “Discontinued
Operations” to the consolidated financial statements for further details.
Business Segments
Regions provides traditional commercial, retail and mortgage banking services, as well as other financial
services in the fields of investment banking, asset management, trust, mutual funds, securities brokerage,
insurance and other specialty financing. Regions carries out its strategies and derives its profitability from the
following business segments:
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