AmSouth Bancorporation
AmSouth Bancorporation — Regions Financial — Merger or Acquisition (May 2006)
28 slides from AmSouth Bancorporation's merger presentation, May 26, 2006
Slide 1: The New Regions
Exhibit 99.2 The New Regions “Creating Shareholder Value Through… Improved Financial Returns, Enhanced Growth Opportunities, Increased Scale and Superior Execution” May 25, 2006
Slide 2: Forward Looking Statements
Forward Looking Statements This presentation contains forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Act of 1995. These include statements as to the benefits of the proposed merger between Regions Financial and AmSouth (the "Merger"), incl
Slide 3: Additional Information
Additional Information The proposed Merger will be submitted to Regions Financial's and AmSouth's stockholders for their consideration. Regions Financial will file a registration statement, which will include a joint proxy statement / prospectus to be sent to each company's stockholders, and each of
Slide 4: Transaction Rationale – The Power of the Combination
Transaction Rationale – The Power of the Combination Financially Compelling Market-for-market exchange Substantial cost takeout opportunities Significant potential EPS accretion Meaningful excess capital generated Strategically Compelling Creates top 10 U.S. bank Strong presence in its core markets
Slide 5: Transaction Summary
Transaction Summary Name: Regions Financial Corporation 1 Exchange Ratio: 0.7974 Regions shares per AmSouth share Ownership: 62% Regions / 38% AmSouth Combined Market Capitalization: $27 billion Board of Directors: 12 Regions / 9 AmSouth Executive Management: Jack Moore – Chairman Dowd Ritter – Chie
Slide 6: Proposed Executive Management Team
Proposed Executive Management Team Board of Directors Jackson W. Moore Alan Deer Chairman General Counsel Allen Morgan Corporate Secretary Vice Chairman C. Dowd Ritter President and CEO General Chief Financial Transition & Lines of Financial Chief Risk Officer Banking Group Officer Integration Busin
Slide 7: Integration and Strategic Vision
Integration and Strategic Vision Strategic combination of like-minded partners with a shared vision of the future Execution risk mitigated by similar operating models and conservative transaction structure Draw on successful integration track records of both organizations Communicate consistently wi
Slide 8: Combined Franchise Footprint
Combined Franchise Footprint IA IL IN Pro Forma States 2,000 Bank Branches 2,800 ATMS State Dep. Mkt. Share Rank 5mm Households MD AL $20.4 31% #1 MO VA FL 17.8 5 #4 KY TN 17.2 18 #2 TN NC LA 6.1 11 #3 MS 5.8 17 #1 AR SC MS GA 5.8 4 #6 GA LA AL AR 4.5 11 #1 TX IL 2.7 1 #20 TX 2.7 1 #20 MO 2.5 3 #7 A
Slide 9: Combination Creates Scale and Regional Leadership
Combination Creates Scale and Regional Leadership Rank Statistics National Southeast Market Capitalization #10 #4 Tangible Common Equity 10 4 Deposits 10 4 Branches 8 3 Source: SNL DataSource; statistics pro forma for recent acquisitions. Note: Market data as of 23-May-2006; pro forma for recent acq
Slide 10: Strengthens Presence in Key MSAs
Strengthens Presence in Key MSAs #1 in 10 of Top 25 Markets Ranked #1-5 in 21 of Top 25 Markets Contribution MSA Rank Branches Deposits AmSouth Regions 1. Birmingham-Hoover, AL 1 90 $ 6,340 61% 39 % 2. Nashville, TN 1 102 6,102 73 27 3. Miami, FL 5 71 5,416 – 100 4. Tampa-St.Petersburg-Clearwater, F
Slide 11: Combination Creates Strategic Opportunities
Combination Creates Strategic Opportunities Balance Sheet Benefits Greater portfolio diversity Limited credit overlap Increased lending capacity Broad Customer Penetration Diverse business mix Enhanced Fee Revenues Morgan Keegan Trust Insurance Mortgage Improved Capital Efficiency Benefit from size
Slide 12: A Balanced Loan Portfolio
A Balanced Loan Portfolio Residential Real Estate Small/Middle Market Business 20% 28% Construction 13% Commercial Real Estate 17% Consumer 22% Total Combined Loans = $95.2 Billion Minimal Overlapping Credits 12
Slide 13: Leading Regional Brokerage Platform to be Levered Across AmSouth Franchise
Leading Regional Brokerage Platform to be Levered Across AmSouth Franchise Incremental opportunity through successful leveraging of Morgan Keegan across AmSouth’s franchise Morgan Keegan AmSouth 300+ brokerage locations in 16 states 644 full-service bank branch locations 1,070 financial advisors 270
Slide 14: AmSouth’s Successful De Novo Branching Track Record in Florida
AmSouth’s Successful De Novo Branching Track Record in Florida AmSouth has opened 93 Florida offices since 2002 Generated $1.6 billion in deposits Produced $1 billion in loans Represents 70,000 consumer households Given strong market demographics, additional growth opportunities exist 45 additional
Slide 15: Enhanced Capital Generation and Efficiency
Enhanced Capital Generation and Efficiency Tangible Common Equity / Tangible Assets 6.11% 5.88% 5.88% 5.72% 4.95% Pro Forma¹ SunTrust BB&T Large-Cap Regional Banks Regions Banks Ratings² (S&P / Moody's) A / A1 A+ / Aa3 A+ / Aa3 — — ~ $1 bn of Annual Capital Generation Source: SNL DataSource. Financi
Slide 16: Pro Forma Financial Impact
Pro Forma Financial Impact
Slide 17: Transaction Assumptions
Transaction Assumptions Cost Savings: $400 million pre-tax annual cost savings (approximately 10% of combined expenses) Full run-rate cost saves achieved by Q2 2008 Realization of $150 million pre-tax in 2007, $350 million pre-tax in 2008 Restructuring Charge: $700 million pre-tax Revenue Enhancemen
Slide 18: Pro Forma Financial Results
Pro Forma Financial Results Cost-Savings Phase-In $350mm $400mm 2007 2008 2008 Impact to Regions GAAP EPS 0.1% 6.8% 8.3% Cash EPS 4.2% 10.2% 11.7% Impact to AmSouth GAAP EPS (3.9)% 3.0% 4.5% Cash EPS 1.4% 7.6% 9.1% Dividend Impact to AmSouth 7.3% Note: Analysis does not take into account impact of p
Slide 19: Substantial Synergies with Low Integration Risk
Substantial Synergies with Low Integration Risk Significant branch overlap — Over 230 branches within 1 mile radius Full run-rate cost savings achieved by Q2 2008 Expected Sources of Cost Savings (Dollars in Millions) Fully Phased-in Cost Savings Personnel $200 Occupancy / Equipment 65 Operations /
Slide 20: Cost Savings Value Creation for Shareholders
Cost Savings Value Creation for Shareholders $400mm Cost Savings $2.6bn of Value¹ Regions AmSouth Ownership: 62% 38% Share of Cost Savings: $1.6bn $1.0bn Value Creation: Approximately 10% Approximately 10% Per Share Per Share 1 Capitalizes management’s estimated cost savings of $400mm pre-tax (38% m
Slide 21: Deliberate, Disciplined Approach to Combining Financial Models
Deliberate, Disciplined Approach to Combining Financial Models Generate positive operating leverage through expense control and quality revenue growth Financial metric driven Rigorous evaluation of capital allocation Willingness to exit low return markets and businesses Focus on high density / highe
Slide 22: Transaction Rationale – The Power of the Combination
Transaction Rationale – The Power of the Combination Financially Compelling Market-for-market exchange Substantial cost takeout opportunities Significant potential EPS accretion Meaningful excess capital generated Strategically Compelling Creates top 10 U.S. bank Strong presence in its core markets
Slide 23: Appendix
Appendix
Slide 24: Combined Balance Sheet
Combined Balance Sheet (Dollars in Millions) 1 As of 03/31/2006 AmSouth Regions Combined Assets: Cash and Investment Securities $ 12,505 $ 13,913 $ 26,418 Loans, net of unearned income 36,738 58,460 95,198 Goodwill & Intangibles 296 5,292 5,588 Other Assets 3,320 6,929 10,249 Total Assets $ 52,858 $
Slide 25: Loan Composition
Loan Composition (Dollars in Millions) As of 03/31/2006 AmSouth Regions Combined Residential $ 6,078 17 % Residential RE $ 12,925 22 % Residential RE $ 19,003 20 % Commercial RE 3,068 8 Commercial RE 13,379 23 Commercial RE 16,448 17 Commercial 11,369 31 Commercial 14,954 26 Commercial 26,323 28 Con
Slide 26: Strengthened Balance Sheet / Diversified Portfolio Improves Credit Risk Profile
Strengthened Balance Sheet / Diversified Portfolio Improves Credit Risk Profile Expanded geographic and loan category diversification of portfolio improves pro forma companies credit profile Historically strong credit quality metrics with shared underwriting standards Total Hurricane Katrina reserve
Slide 27: Deposit Composition
Deposit Composition (Dollars in Millions) As of 03/31/2006 AmSouth Regions Combined Non-Interest $ 8,291 22 % Non-Interest $ 13,328 22 % Non-Interest $ 21,619 22 % Savings/NOW/MMKT 17,387 47 Savings/NOW/MMKT 25,570 42 Savings/NOW/MMKT 42,957 44 Time 10,424 28 Time 18,355 30 Time 28,779 29 Foreign 1,
Slide 28: Pro Forma Financial Results
Pro Forma Financial Results (Dollars in millions, except EPS data) Operating Income 2007 2008 Regions Stand Alone GAAP Net Income $1,247 $1,312 AmSouth Stand Alone GAAP Net Income 800 840 $2,047 $2,152 After-Tax Transaction Adjustments Cost Savings $93 $217 Incremental CDI Amortization (95) (86) Los