REGIONS FINANCIAL CORP - FORM 8-K - EX-99.2

Attached files

file	filename
8-K - 8-K - REGIONS FINANCIAL CORP	d246121d8k.htm
EX-99.3 - EX-99.3 - REGIONS FINANCIAL CORP	d246121dex993.htm
EX-99.1 - EX-99.1 - REGIONS FINANCIAL CORP	d246121dex991.htm

Exhibit 99.2

LOGO

Regions Financial Corporation and Subsidiaries

Financial Supplement

Third Quarter 2011

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2011 Earnings Release

Table of Contents


	Page

Consolidated Balance Sheets		1

Consolidated Statements of Operations		2

Selected Ratios and Other Information		3

Consolidated Average Daily Balances and Yield / Rate Analysis		4-5

Loans and Deposits		6

Loan Portfolio Mix		7

Pre-Tax Pre-Provision Income (“PPI”) and Adjusted PPI		8

Non-Interest Income and Expense		9

Morgan Keegan Financial Highlights		10

Credit Quality

Allowance for Credit Losses, Net Charge-Offs and Related Ratios		11
Troubled Debt Restructurings		12
Gross and Net NPA Migration		13
Credit Costs		13
Early and late stage delinquencies		14
Non-Accrual Loans (excludes loans held for sale)		15
Business Services Credit Quality - Criticized Loans		15
Residential Lending Net Charge-off Analysis		16

Investor Real Estate Analysis		17-18

Reconciliation to GAAP Financial Measures		19-22

Forward-Looking Statements		23

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2011 Earnings Release

Page 1

Consolidated Balance Sheets (unaudited)


	Quarter Ended
($ amounts in millions)	9/30/11			6/30/11			3/31/11			12/31/10			9/30/10
Assets:
Cash and due from banks	$	2,000		$	2,271		$	2,042		$	1,643		$	1,898
Interest-bearing deposits in other banks		6,009			5,452			4,937			4,880			3,852
Federal funds sold and securities purchased under agreements to resell		254			251			341			396			1,137
Trading account assets		1,462			1,223			1,284			1,116			1,580
Securities available for sale		24,635			23,828			24,702			23,289			23,555
Securities held to maturity		18			21			22			24			26
Loans held for sale		1,012			1,141			1,552			1,485			1,587
Loans, net of unearned income		79,447			81,176			81,371			82,864			84,420
Allowance for loan losses		(2,964	)		(3,120	)		(3,186	)		(3,185	)		(3,185	)

Net loans		76,483			78,056			78,185			79,679			81,235
Other interest-earning assets		1,081			1,207			1,214			1,219			1,043
Premises and equipment, net		2,399			2,481			2,528			2,569			2,564
Interest receivable		422			354			441			421			512
Goodwill		5,561			5,561			5,561			5,561			5,561
Mortgage servicing rights (MSRs)		182			268			282			267			204
Other identifiable intangible assets		478			420			358			385			414
Other assets		7,766			8,374			8,307			9,417			8,330

Total Assets	$	129,762		$	130,908		$	131,756		$	132,351		$	133,498


Liabilities and Stockholders’ Equity:
Deposits:
Non-interest-bearing	$	28,296		$	28,148		$	27,480		$	25,733		$	25,300
Interest-bearing		67,642			68,183			68,889			68,881			69,678

Total deposits		95,938			96,331			96,369			94,614			94,978
Borrowed funds:
Short-term borrowings:
Federal funds purchased and securities sold under agreements to repurchase		1,969			1,740			2,218			2,716			2,451
Other short-term borrowings		974			982			964			1,221			1,210

Total short-term borrowings		2,943			2,722			3,182			3,937			3,661
Long-term borrowings		10,140			11,646			12,197			13,190			14,335

Total borrowed funds		13,083			14,368			15,379			17,127			17,996
Other liabilities		3,478			3,321			3,389			3,876			3,361

Total Liabilities		112,499			114,020			115,137			115,617			116,335

Stockholders’ equity:
Preferred stock, Series A		3,409			3,399			3,389			3,380			3,370
Common stock		13			13			13			13			13
Additional paid-in capital		19,059			19,052			19,047			19,050			19,047
Retained earnings (deficit)		(3,913	)		(4,000	)		(4,043	)		(4,047	)		(4,070	)
Treasury stock, at cost		(1,397	)		(1,399	)		(1,400	)		(1,402	)		(1,405	)
Accumulated other comprehensive income (loss), net		92			(177	)		(387	)		(260	)		208

Total Stockholders’ Equity		17,263			16,888			16,619			16,734			17,163

Total Liabilities and Stockholders’ Equity	$	129,762		$	130,908		$	131,756		$	132,351		$	133,498

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2011 Earnings Release

Page 2

Consolidated Statements of Operations (unaudited)


	Quarter Ended
($ amounts in millions, except per share data)	9/30/11			6/30/11			3/31/11			12/31/10		9/30/10
Interest income on:
Loans, including fees	$	867		$	856		$	867		$	911	$	919
Securities:
Taxable		177			208			207			193		214
Tax-exempt		—			—			—			—		—

Total securities		177			208			207			193		214
Loans held for sale		7			9			13			12		10
Trading account assets		6			6			7			12		8
Other interest-earning assets		7			7			6			8		7

Total interest income		1,064			1,086			1,100			1,136		1,158

Interest expense on:
Deposits		112			126			139			152		167
Short-term borrowings		1			2			3			2		3
Long-term borrowings		93			94			95			105		120

Total interest expense		206			222			237			259		290

Net interest income		858			864			863			877		868
Provision for loan losses		355			398			482			682		760

Net interest income after provision for loan losses		503			466			381			195		108

Non-interest income:
Service charges on deposit accounts		310			308			287			290		294
Brokerage, investment banking and capital markets		217			248			267			312		257
Mortgage income		68			50			45			51		66
Trust department income		49			51			50			50		49
Securities gains (losses), net		(1	)		24			82			333		2
Other		102			100			112			177		82

Total non-interest income		745			781			843			1,213		750

Non-interest expense:
Salaries and employee benefits		529			561			594			601		582
Net occupancy expense		104			107			109			108		110
Furniture and equipment expense		77			79			77			76		75
Other		356			451			387			481		396

Total non-interest expense		1,066			1,198			1,167			1,266		1,163

Income (loss) before income taxes		182			49			57			142		(305	)
Income tax expense (benefit)		27			(60	)		(12	)		53		(150	)

Net income (loss)	$	155		$	109		$	69		$	89	$	(155	)

Net income (loss) available to common shareholders	$	101		$	55		$	17		$	36	$	(209	)

Weighted-average shares outstanding—during quarter:
Basic		1,259			1,258			1,257			1,257		1,257
Diluted		1,261			1,260			1,259			1,259		1,257
Actual shares outstanding—end of quarter		1,259			1,259			1,256			1,256		1,256

Earnings (loss) per common share (1):
Basic	$	0.08		$	0.04		$	0.01		$	0.03	$	(0.17	)
Diluted	$	0.08		$	0.04		$	0.01		$	0.03	$	(0.17	)

Cash dividends declared per common share	$	0.01		$	0.01		$	0.01		$	0.01	$	0.01

Taxable-equivalent net interest income from continuing operations	$	866		$	872		$	872		$	886	$	876

(1)	Includes preferred stock dividends

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2011 Earnings Release

Page 3

Selected Ratios and Other Information


	As of and for Quarter Ended
	9/30/11			6/30/11			3/31/11			12/31/10			9/30/10

Return on average assets*		0.31	%		0.17	%		0.05	%		0.11	%		(0.62	%)

Return on average assets, excluding regulatory charge related tax benefit (non-GAAP)*		0.31	%		0.03	%		0.05	%		0.11	%		(0.62	%)

Return on average common equity*		2.92	%		1.66	%		0.51	%		1.04	%		(5.91	%)

Return on average tangible common equity (non-GAAP)*		5.05	%		2.88	%		0.89	%		1.78	%		(10.00	%)

Return on average tangible common equity, excluding regulatory charge related tax benefit (non-GAAP)*		5.05	%		0.57	%		0.89	%		1.78	%		(10.00	%)

Efficiency Ratio (non-GAAP) ⁽³⁾		66.0	%		68.8	%		71.3	%		72.0	%		71.6	%

Common equity per share	$	11.00		$	10.71		$	10.53		$	10.62		$	10.98

Tangible common book value per share (non-GAAP)	$	6.38		$	6.15		$	6.00		$	6.09		$	6.42

Stockholders’ equity to total assets		13.30	%		12.90	%		12.61	%		12.64	%		12.86	%

Tangible common stockholders’ equity to tangible assets (non-GAAP)		6.48	%		6.18	%		5.98	%		6.04	%		6.31	%

Tier 1 Common risk-based ratio (non-GAAP) ⁽¹⁾		8.2	%		7.9	%		7.9	%		7.9	%		7.6	%

Tier 1 Capital ⁽¹⁾		12.8	%		12.6	%		12.5	%		12.4	%		12.1	%

Total Risk-Based Capital ⁽¹⁾		16.6	%		16.2	%		16.5	%		16.4	%		16.0	%

Allowance for credit losses as a percentage of loans, net of unearned income ⁽²⁾		3.84	%		3.95	%		4.01	%		3.93	%		3.86	%

Allowance for loan losses as a percentage of loans, net of unearned income		3.73	%		3.84	%		3.92	%		3.84	%		3.77	%

Allowance for loan losses to non-performing loans, excluding loans held for sale		1.09x			1.12x			1.03x			1.01x			0.94x

Net interest margin (FTE)		3.02	%		3.05	%		3.07	%		3.00	%		2.96	%

Loans, net of unearned income, to total deposits		82.8	%		84.3	%		84.4	%		87.6	%		88.9	%

Net charge-offs as a percentage of average loans*		2.52	%		2.71	%		2.37	%		3.22	%		3.52	%

Non-accrual loans, excluding loans held for sale as a percentage of loans		3.41	%		3.43	%		3.79	%		3.81	%		3.99	%

Non-performing assets (excluding loans 90 days past due) as a percentage of loans, foreclosed properties and non-performing loans held for sale		4.23	%		4.39	%		4.78	%		4.69	%		4.96	%

Non-performing assets (including loans 90 days past due) as a percentage of loans, foreclosed properties and non-performing loans held for sale		4.75	%		4.98	%		5.42	%		5.38	%		5.65	%

Associate headcount		26,881			27,261			27,557			27,829			27,898

Total branch outlets		1,767			1,769			1,771			1,772			1,774

ATMs		2,130			2,132			2,144			2,148			2,150

Morgan Keegan offices		303			312			319			321			329

*	Annualized

(1)	Current quarter Tier 1 Common, Tier 1 and Total Risk-Based Capital ratios are estimated

(2)	The allowance for credit losses reflects the allowance related to both loans on the balance sheet and exposure related to unfunded commitments and standby letters of credit

(3)	Efficiency ratio is shown on an operating basis and excludes adjustments as noted on page 19 in the Reconciliation to GAAP Financial Measures schedule

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2011 Earnings Release

Page 4

Consolidated Average Daily Balances and Yield/Rate Analysis


	Quarter Ended
	9/30/11								6/30/11
	Average			Income/		Yield/			Average			Income/		Yield/
($ amounts in millions; yields on taxable-equivalent basis)	Balance			Expense		Rate			Balance			Expense		Rate
Assets
Interest-earning assets:
Federal funds sold and securities purchased under agreements to resell	$	214		$	—		—	%	$	302		$	—		—	%
Trading account assets		1,181			6		2.02			1,192			7		2.36
Securities:
Taxable		24,100			177		2.91			24,768			208		3.37
Tax-exempt		31			—		—			33			—		—
Loans held for sale		847			7		3.28			1,141			9		3.16
Loans, net of unearned income		80,513			875		4.31			81,106			863		4.27
Other interest-earning assets		6,933			7		0.40			6,073			7		0.46

Total interest-earning assets		113,819			1,072		3.74			114,615			1,094		3.83
Allowance for loan losses		(3,150	)							(3,200	)
Cash and due from banks		2,212								2,247
Other non-earning assets		16,878								17,016

	$	129,759							$	130,678

Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Savings accounts	$	5,148			1		0.08		$	5,107			1		0.08
Interest-bearing transaction accounts		16,651			7		0.17			13,898			7		0.20
Money market accounts		24,571			18		0.29			26,805			20		0.30
Time deposits		21,369			86		1.60			22,506			98		1.75

Total interest-bearing deposits (1)		67,739			112		0.66			68,316			126		0.74
Federal funds purchased and securities sold under agreements to repurchase		1,823			—		—			2,009			1		0.20
Other short-term borrowings		816			1		0.49			798			1		0.50
Long-term borrowings		10,786			93		3.42			11,756			94		3.21

Total interest-bearing liabilities		81,164			206		1.01			82,879			222		1.07

Net interest spread							2.73								2.76

Non-interest-bearing deposits (1)		28,408								27,806
Other liabilities		3,118								3,197
Stockholders’ equity		17,069								16,796

	$	129,759							$	130,678

Net interest income/margin FTE basis				$	866		3.02	%				$	872		3.05	%

(1)	Total deposit costs may be calculated by dividing total interest expense on deposits by the sum of interest-bearing deposits and non-interest bearing deposits. The rates for total deposit costs equal 0.46% and 0.53% for the quarters ended September 30, 2011 and June 30, 2011, respectively.

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2011 Earnings Release

Page 5

Consolidated Average Daily Balances and Yield/Rate Analysis


	Quarter Ended
	3/31/11								12/31/10								9/30/10
	Average			Income/		Yield/			Average			Income/		Yield/			Average			Income/		Yield/
($ amounts in millions; yields on taxable-equivalent basis)	Balance			Expense		Rate			Balance			Expense		Rate			Balance			Expense		Rate
Assets
Interest-earning assets:
Federal funds sold and securities purchased under agreements to resell	$	305		$	—		—	%	$	952		$	1		0.42	%	$	1,096		$	1		0.36	%
Trading account assets		1,162			8		2.79			1,255			13		4.11			1,214			9		2.94
Securities:
Taxable		24,758			207		3.39			23,878			193		3.21			23,863			214		3.56
Tax-exempt		30			—		—			47			—		—			39			—		—
Loans held for sale		1,486			13		3.55			1,486			12		3.20			1,213			10		3.27
Loans, net of unearned income		82,412			875		4.31			84,108			920		4.34			85,616			926		4.29
Other interest-earning assets		4,989			6		0.49			5,188			6		0.46			4,308			6		0.55

Total interest-earning assets		115,142			1,109		3.91			116,914			1,145		3.89			117,349			1,166		3.94
Allowance for loan losses		(3,209	)							(3,164	)							(3,223	)
Cash and due from banks		2,164								2,069								2,059
Other non-earning assets		17,115								17,515								17,544

	$	131,212							$	133,334							$	133,729

Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Savings accounts	$	4,837			1		0.08		$	4,622			1		0.09		$	4,517			1		0.09
Interest-bearing transaction accounts		13,228			7		0.21			12,690			6		0.19			13,606			7		0.20
Money market accounts		27,816			21		0.31			28,273			23		0.32			28,088			22		0.31
Time deposits		22,971			110		1.94			23,369			122		2.07			25,161			137		2.16

Total interest-bearing deposits (1)		68,852			139		0.82			68,954			152		0.87			71,372			167		0.93
Federal funds purchased and securities sold under agreements to repurchase		2,167			1		0.19			3,162			—		—			2,176			1		0.18
Other short-term borrowings		1,068			2		0.76			1,056			2		0.75			866			2		0.92
Long-term borrowings		12,891			95		2.99			14,006			105		2.97			14,878			120		3.20

Total interest-bearing liabilities		84,978			237		1.13			87,178			259		1.18			89,292			290		1.29


Net interest spread							2.78								2.71								2.65

Non-interest-bearing deposits (1)		26,405								25,688								23,706
Other liabilities		3,145								3,422								3,349
Stockholders’ equity		16,684								17,046								17,382

	$	131,212							$	133,334							$	133,729

Net interest income/margin FTE basis				$	872		3.07	%				$	886		3.00	%				$	876		2.96	%

(1)

Total deposit costs may be calculated by dividing total interest expense on deposits by the sum of interest-bearing deposits and non-interest bearing deposits. The rates for total deposit costs equal 0.59%, 0.64% and 0.70% for the quarters ended March 31, 2011, December 31, 2010 and September 30, 2010, respectively.

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2011 Earnings Release

Page 6

Loans


	Quarter Ended
($ amounts in millions)	9/30/11		6/30/11		3/31/11		12/31/10		9/30/10		9/30/11 vs. 6/30/11					9/30/11 vs. 9/30/10
Commercial and industrial	$	24,273	$	23,644	$	23,149	$	22,540	$	21,501	$	629		2.7	%	$	2,772		12.9	%
Commercial real estate mortgage—owner-occupied		11,537		11,797		11,889		12,046		11,850		(260	)	-2.2	%		(313	)	-2.6	%
Commercial real estate construction—owner-occupied		356		377		430		470		522		(21	)	-5.6	%		(166	)	-31.8	%

Total commercial		36,166		35,818		35,468		35,056		33,873		348		1.0	%		2,293		6.8	%

Commercial investor real estate mortgage		10,696		11,836		12,932		13,621		14,489		(1,140	)	-9.6	%		(3,793	)	-26.2	%
Commercial investor real estate construction		1,188		1,595		1,895		2,287		2,975		(407	)	-25.5	%		(1,787	)	-60.1	%

Total investor real estate		11,884		13,431		14,827		15,908		17,464		(1,547	)	-11.5	%		(5,580	)	-32.0	%

Residential first mortgage		14,083		14,306		14,404		14,898		15,723		(223	)	-1.6	%		(1,640	)	-10.4	%
Home equity—first lien		5,954		6,011		6,100		6,213		6,278		(57	)	-0.9	%		(324	)	-5.2	%
Home equity—second lien		7,362		7,582		7,774		8,013		8,256		(220	)	-2.9	%		(894	)	-10.8	%
Indirect		1,774		1,704		1,626		1,592		1,657		70		4.1	%		117		7.1	%
Consumer credit card		1,024		1,134		—		—		—		(110	)	-9.7	%		1,024		NM
Other consumer		1,200		1,190		1,172		1,184		1,169		10		0.8	%		31		2.7	%

Total Loans	$	79,447	$	81,176	$	81,371	$	82,864	$	84,420	$	(1,729	)	-2.1	%	$	(4,973	)	-5.9	%


	Average Balances
($ amounts in millions)	3Q11		2Q11		1Q11		4Q10		3Q10		3Q11 vs. 2Q11					3Q11 vs. 3Q10
Commercial and industrial	$	23,953	$	23,506	$	22,889	$	21,956	$	21,313	$	447		1.9	%	$	2,640		12.4	%
Commercial real estate mortgage—owner-occupied		11,661		11,826		12,012		11,944		11,944		(165	)	-1.4	%		(283	)	-2.4	%
Commercial real estate construction—owner-occupied		375		404		438		503		516		(29	)	-7.2	%		(141	)	-27.3	%

Total commercial		35,989		35,736		35,339		34,403		33,773		253		0.7	%		2,216		6.6	%

Commercial investor real estate mortgage		11,395		12,607		13,393		14,223		15,090		(1,212	)	-9.6	%		(3,695	)	-24.5	%
Commercial investor real estate construction		1,411		1,805		2,100		2,649		3,477		(394	)	-21.8	%		(2,066	)	-59.4	%

Total investor real estate		12,806		14,412		15,493		16,872		18,567		(1,606	)	-11.1	%		(5,761	)	-31.0	%

Residential first mortgage		14,207		14,329		14,692		15,620		15,632		(122	)	-0.9	%		(1,425	)	-9.1	%
Home equity—first lien		6,003		6,066		6,162		6,262		6,326		(63	)	-1.0	%		(323	)	-5.1	%
Home equity—second lien		7,451		7,678		7,891		8,127		8,358		(227	)	-3.0	%		(907	)	-10.9	%
Indirect		1,755		1,681		1,628		1,606		1,776		74		4.4	%		(21	)	-1.2	%
Consumer credit card		1,095		13		—		—		—		1,082		NM			1,095		NM
Other consumer		1,207		1,191		1,207		1,218		1,184		16		1.3	%		23		1.9	%

Total Loans	$	80,513	$	81,106	$	82,412	$	84,108	$	85,616	$	(593	)	-0.7	%	$	(5,103	)	-6.0	%

Deposits


	Quarter Ended
($ amounts in millions)	9/30/11		6/30/11		3/31/11		12/31/10		9/30/10		9/30/11 vs. 6/30/11					9/30/11 vs. 9/30/10
Customer Deposits
Interest-free deposits	$	28,296	$	28,148	$	27,480	$	25,733	$	25,300	$	148		0.5	%	$	2,996		11.8	%
Interest-bearing checking		18,317		15,982		13,365		13,423		12,409		2,335		14.6	%		5,908		47.6	%
Savings		5,155		5,118		5,064		4,668		4,544		37		0.7	%		611		13.4	%
Money market—domestic		23,284		24,650		27,261		27,420		27,983		(1,366	)	-5.5	%		(4,699	)	-16.8	%
Money market—foreign		423		476		533		569		509		(53	)	-11.1	%		(86	)	-16.9	%

Low-cost deposits		75,475		74,374		73,703		71,813		70,745		1,101		1.5	%		4,730		6.7	%
Time deposits		20,455		21,947		22,656		22,784		24,177		(1,492	)	-6.8	%		(3,722	)	-15.4	%

Total customer deposits		95,930		96,321		96,359		94,597		94,922		(391	)	-0.4	%		1,008		1.1	%

Corporate Treasury Deposits
Time deposits		8		10		10		17		56		(2	)	-20.0	%		(48	)	-85.7	%

Total Deposits	$	95,938	$	96,331	$	96,369	$	94,614	$	94,978	$	(393	)	-0.4	%	$	960		1.0	%


	Average Balances
($ amounts in millions)	3Q11		2Q11		1Q11		4Q10		3Q10		3Q11 vs. 2Q11					3Q11 vs. 3Q10
Customer Deposits
Interest-free deposits	$	28,408	$	27,806	$	26,405	$	25,688	$	23,706	$	602		2.2	%	$	4,702		19.8	%
Interest-bearing checking		16,651		13,898		13,228		12,690		13,606		2,753		19.8	%		3,045		22.4	%
Savings		5,148		5,107		4,837		4,622		4,517		41		0.8	%		631		14.0	%
Money market—domestic		24,098		26,302		27,276		27,767		27,574		(2,204	)	-8.4	%		(3,476	)	-12.6	%
Money market—foreign		473		503		540		506		514		(30	)	-6.0	%		(41	)	-8.0	%

Low-cost deposits		74,778		73,616		72,286		71,273		69,917		1,162		1.6	%		4,861		7.0	%
Time deposits		21,359		22,496		22,956		23,347		25,100		(1,137	)	-5.1	%		(3,741	)	-14.9	%

Total customer deposits		96,137		96,112		95,242		94,620		95,017		25		0.0	%		1,120		1.2	%

Corporate Treasury Deposits
Time deposits		10		10		15		22		61		—		NM			(51	)	-83.6	%

Total Deposits	$	96,147	$	96,122	$	95,257	$	94,642	$	95,078	$	25		0.0	%	$	1,069		1.1	%

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2011 Earnings Release

Page 7

Loan Portfolio Mix

Loan Portfolio Balances by Percentage


	Quarter Ended
	9/30/11			6/30/11			3/31/11			12/31/10			9/30/10
Commercial and industrial		30.6	%		29.1	%		28.5	%		27.2	%		25.5	%
Commercial real estate mortgage—OO		14.5	%		14.5	%		14.6	%		14.5	%		14.0	%
Commercial real estate construction—OO		0.4	%		0.5	%		0.5	%		0.6	%		0.6	%

Total commercial		45.5	%		44.1	%		43.6	%		42.3	%		40.1	%

Commercial investor real estate mortgage		13.5	%		14.6	%		15.9	%		16.4	%		17.2	%
Commercial investor real estate construction		1.5	%		2.0	%		2.3	%		2.8	%		3.5	%

Total investor real estate		15.0	%		16.6	%		18.2	%		19.2	%		20.7	%

Residential first mortgage		17.7	%		17.6	%		17.7	%		18.0	%		18.6	%
Home equity		16.8	%		16.7	%		17.1	%		17.2	%		17.2	%
Indirect		2.2	%		2.1	%		2.0	%		1.9	%		2.0	%
Consumer credit card		1.3	%		1.4	%		0.0	%		0.0	%		0.0	%
Other consumer		1.5	%		1.5	%		1.4	%		1.4	%		1.4	%


Total Loans		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%

OO = Owner Occupied

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2011 Earnings Release

Page 8

Pre-Tax Pre-Provision Income


	Quarter Ended
															3Q11					3Q11
($ amounts in millions)	9/30/11		6/30/11			3/31/11			12/31/10			9/30/10			vs. 2Q11					vs. 3Q10
Net Interest Income (GAAP)	$	858	$	864		$	863		$	877		$	868		$	(6	)	-0.7	%	$	(10	)	-1.2	%
Non-Interest Income (GAAP)		745		781			843			1,213			750			(36	)	-4.6	%		(5	)	-0.7	%

Total Revenue (GAAP)		1,603		1,645			1,706			2,090			1,618			(42	)	-2.6	%		(15	)	-0.9	%
Non-Interest Expense (GAAP)		1,066		1,198			1,167			1,266			1,163			(132	)	-11.0	%		(97	)	-8.3	%

Pre-tax Pre-provision Income (GAAP)		537		447			539			824			455			90		20.1	%		82		18.0	%
Adjustments:
Securities (gains) losses, net		1		(24	)		(82	)		(333	)		(2	)		25		NM			3		NM
Loss (gain) on sale of mortgage loans		—		—			3			(26	)		—			—		—			—		—
Leveraged lease termination (gains) losses, net		2		—			—			(59	)		—			2		—			2		—
Loss on early extinguishment of debt		—		—			—			55			—			—		—			—		—
Securities impairment, net		—		—			—			—			1			—		—			(1	)	NM
Branch consolidation and equipment costs		—		77			—			—			—			(77	)	—			—		—

Total adjustments		3		53			(79	)		(363	)		(1	)		(50	)	-94.3	%		4		NM

Adjusted Pre-tax Pre-provision Income (non-GAAP)	$	540	$	500		$	460		$	461		$	454		$	40		8.0	%	$	86		18.9	%

The Pre-Tax Pre-Provision Income table above presents computations of pre-tax pre-provision income excluding certain adjustments (non-GAAP). Regions believes that the exclusion of these adjustments provides a meaningful base for period-to-period comparisons, which management believes will assist investors in analyzing the operating results of the Company and predicting future performance. These non-GAAP financial measures are also used by management to assess the performance of Regions’ business. It is possible that the activities related to the adjustments may recur; however, management does not consider the activities related to the adjustments to be indications of ongoing operations. Regions believes that presentation of these non-GAAP financial measures will permit investors to assess the performance of the Company on the same basis as that applied by management. Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied and are not audited. Although these non-GAAP financial measures are frequently used by stakeholders in the evaluation of a company, they have limitations as analytical tools, and should not be considered in isolation, or as a substitute for analyses of results as reported under GAAP. In particular, a measure of income that excludes certain adjustments does not represent the amount that effectively accrues directly to stockholders.

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2011 Earnings Release

Page 9

Non-Interest Income and Expense


Non-Interest Income	Quarter Ended
													3Q11					3Q11
($ amounts in millions)	9/30/11			6/30/11		3/31/11			12/31/10		9/30/10		vs. 2Q11					vs. 3Q10
Service charges on deposit accounts	$	310		$	308	$	287		$	290	$	294	$	2		0.6	%	$	16		5.4	%
Brokerage, investment banking and capital markets		217			248		267			312		257		(31	)	-12.5	%		(40	)	-15.6	%
Mortgage income		68			50		45			51		66		18		36.0	%		2		3.0	%
Trust department income		49			51		50			50		49		(2	)	-3.9	%		—		—
Securities gains (losses), net		(1	)		24		82			333		2		(25	)	-104.2	%		(3	)	NM
Insurance income		27			25		28			25		25		2		8.0	%		2		8.0	%
Leveraged lease termination gains (losses), net		(2	)		—		—			59		—		(2	)	NM			(2	)	NM
(Loss) gain on sale of mortgage loans		—			—		(3	)		26		—		—		—			—		—
Other		77			75		87			67		57		2		2.7	%		20		35.1	%

Total non-interest income	$	745		$	781	$	843		$	1,213	$	750	$	(36	)	-4.6	%	$	(5	)	-0.7	%


Non-Interest Expense	Quarter Ended
											3Q11					3Q11
($ amounts in millions)	9/30/11		6/30/11		3/31/11		12/31/10		9/30/10		vs. 2Q11					vs. 3Q10
Salaries and employee benefits	$	529	$	561	$	594	$	601	$	582	$	(32	)	-5.7	%	$	(53	)	-9.1	%
Net occupancy expense		104		107		109		108		110		(3	)	-2.8	%		(6	)	-5.5	%
Furniture and equipment expense		77		79		77		76		75		(2	)	-2.5	%		2		2.7	%
Professional and legal fees		64		61		81		92		71		3		4.9	%		(7	)	-9.9	%
Amortization of core deposit intangible		23		24		25		26		27		(1	)	-4.2	%		(4	)	-14.8	%
Other real estate owned expense		48		37		39		61		65		11		29.7	%		(17	)	-26.2	%
FDIC premiums		47		72		52		52		51		(25	)	-34.7	%		(4	)	-7.8	%
Marketing expense		15		17		13		14		22		(2	)	-11.8	%		(7	)	-31.8	%
Branch consolidation and property and equipment charges		—		77		—		—		—		(77	)	-100.0	%		—		—
Loss on early extinguishment of debt		—		—		—		55		—		—		NM			—		NM
Other		159		163		177		181		159		(4	)	-2.5	%		—		0.0	%

Total non-interest expense	$	1,066	$	1,198	$	1,167	$	1,266	$	1,162	$	(132	)	-11.0	%	$	(96	)	-8.3	%

•

Non-interest income decreased $36 million, however $25 million of the decline was driven by lower securities gains and $2 million was due to leveraged lease termination losses. On an adjusted basis, non-interest income declined $10 million or 1% linked quarter, and was generally flat year-over-year.

•

Brokerage, investment banking and capital markets income decreased $31 million to $217 million, reflecting pressure from the volatility in the markets during the quarter. Non-interest income was negatively impacted by a deferred compensation adjustment. Under the plan, selected employees’ deferred compensation is based on the performance of underlying investments these employees have selected. As overall market conditions deteriorated in 3Q11, non-interest income was negatively impacted $23 million. It should be noted that the corresponding deferred compensation liability was also impacted, resulting in a $19 million decrease in overall benefits expense. Accordingly, the negative impact on non-interest income is largely offset by lower salaries and benefits expense.

•

Service charges increased $2 million linked quarter, reflecting higher overdraft/NSF fees. The ongoing restructuring of checking accounts to fee-eligible has aided in the continued strength in service charges income.

•

Mortgage income increased $18 million linked quarter, primarily reflecting higher origination volume, which increased 9% linked quarter and totaled $1.5 billion dollars. Within mortgage income, the MSR and related hedges had no impact to mortgage income in 3Q11 which compared to a $2 million loss in 2Q11.

•

Non-interest expenses decreased 11% linked quarter, however after adjusting for prior quarter’s $77 million in charges related to branch consolidation and property and equipment charges, non-interest expenses declined 5%, and reflected lower salaries and benefits expense and a reduction in FDIC premiums.

•

Salaries and benefits expense decreased 6% linked quarter, driven by lower benefits related to deferred compensation as discussed above and a decline in headcount.

•

Other real estate owned expense rose $11 million linked quarter to $48 million, reflecting an increase in valuation adjustments.

•

FDIC premiums decreased $25 million linked quarter to $47 million. Going forward, the company expects FDIC premium expense to be approximately $50 million a quarter.

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2011 Earnings Release

Page 10

Morgan Keegan Financial Highlights

Summary Income Statement ⁽¹⁾


	Quarter Ended
												3Q11					3Q11
($ amounts in millions)	9/30/11		6/30/11			3/31/11		12/31/10		9/30/10		vs. 2Q11					vs. 3Q10
Net interest income ⁽³⁾	$	16	$	16		$	15	$	21	$	15	$	—		—		$	1		6.7	%
Non-interest income		280		296			314		342		309		(16	)	(0	)		(29	)	-9.4	%
Non-interest expense		254		286			273		320		289		(32	)	(0	)		(35	)	-12.1	%
Regulatory charge		—		—			—		—		—		—		NM			—		NM

Pre-tax Income		42		26			56		43		35		16		62	%		7		20.0	%
Income tax expense (benefit)		16		(34	)		25		26		13		50		NM			3		23.1	%

Net income (loss)	$	26	$	60		$	31	$	17	$	22		(34	)	-57	%		4		18.2	%

Breakout of Revenue by Division ⁽²⁾


				Fixed-
				Income			Equity						Regions
	Private			Capital			Capital			Investment			MK			Asset			Interest
($ amounts in millions)	Client			Markets			Markets			Banking			Trust			Management			& Other ⁽⁴⁾
Three months ended
September 30, 2011
$ amount of revenue	$	117		$	77		$	14		$	36		$	55		$	4		$	(5	)
% of gross revenue		39.3	%		25.8	%		4.7	%		12.1	%		18.5	%		1.3	%		-1.7	%

Three months ended
June 30, 2011
$ amount of revenue	$	117		$	71		$	14		$	37		$	61		$	5		$	9
% of gross revenue		37.3	%		22.6	%		4.5	%		11.8	%		19.4	%		1.6	%		2.8	%

Nine Months Ended
September 30, 2011
$ amount of revenue	$	359		$	214		$	44		$	103		$	172		$	12		$	41
% of gross revenue		38.0	%		22.6	%		4.7	%		10.9	%		18.2	%		1.3	%		4.3	%

Nine Months Ended
September 30, 2010
$ amount of revenue	$	352		$	240		$	40		$	94		$	155		$	12		$	59
% of gross revenue		37.0	%		25.2	%		4.2	%		9.9	%		16.3	%		1.3	%		6.1	%

•	Fixed Income Capital Markets benefited from both the volatility in the markets along with the Federal Reserve’s large-scale asset purchase program or “Operation Twist”, which resulted in a sharp decline in long-term interest rates in the third quarter.

(1)	Certain amounts in the prior periods have been reclassified to reflect the current period presentation

(2)	“Breakout of Revenue by Division” has been adjusted to reflect changes in the company’s reporting structure

(3)

Net interest income in the Summary Income Statement is illustrated on a net basis, whereas in the Breakout of Revenue by Division, revenue is illustrated on a gross basis. In the Summary Income Statement, 3Q11 and 2Q11 exclude $2 million each quarter of gross interest income, 1Q11 and 4Q10 exclude $4 million each quarter of gross interest income and 3Q10 excludes $3 million of gross interest income.

(4)	3Q11 includes the negative impact of deferred compensation related adjustment to income reflecting the volatility in the markets. This impact is offset by lower employee benefits expenses, and therefore has no material impact to pre-tax income.

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2011 Earnings Release

Page 11

Credit Quality


	As of and for Quarter Ended
($ amounts in millions)	9/30/11			6/30/11			3/31/11			12/31/10			9/30/10
Allowance for credit losses (ACL)	$	3,050		$	3,204		$	3,264		$	3,256		$	3,256
Allowance allocated to purchased loans		—			84			—			—			—
Provision for loan losses		355			398			482			682			760
Provision for unfunded credit losses		2			6			7			—			—
Net loans charged-off:
Commercial and industrial		72			49			72			128			89
Commercial real estate mortgage—owner-occupied		62			43			66			80			64
Commercial real estate construction—owner-occupied		2			1			4			4			3

Total commercial		136			93			142			212			156
Commercial investor real estate mortgage		167			247			132			202			254
Commercial investor real estate construction		52			56			42			99			171

Total investor real estate		219			303			174			301			425
Residential first mortgage		59			55			56			56			58
Home equity—first lien		19			17			22			20			23
Home equity—second lien		60			66			72			72			79
Indirect		2			3			4			4			3
Consumer credit card		1			—			—			—			—
Other consumer		15			11			11			17			15

Total		511		$	548		$	481		$	682		$	759

Net loan charge-offs as a % of average loans, annualized:
Commercial and industrial		1.19	%		0.85	%		1.27	%		2.31	%		1.66	%
Commercial real estate mortgage—owner-occupied		2.13	%		1.45	%		2.23	%		2.64	%		2.12	%
Commercial real estate construction—owner-occupied		2.01	%		1.08	%		3.74	%		3.54	%		1.95	%

Total commercial		1.50	%		1.05	%		1.63	%		2.44	%		1.83	%
Commercial investor real estate mortgage		5.81	%		7.85	%		4.00	%		5.63	%		6.67	%
Commercial investor real estate construction		14.45	%		12.56	%		8.07	%		14.91	%		19.57	%

Total investor real estate		6.76	%		8.44	%		4.56	%		7.09	%		9.09	%
Residential first mortgage		1.64	%		1.54	%		1.55	%		1.42	%		1.48	%
Home equity—first lien		1.26	%		1.11	%		1.47	%		1.26	%		1.45	%
Home equity—second lien		3.21	%		3.46	%		3.68	%		3.52	%		3.72	%
Indirect		0.64	%		0.57	%		1.05	%		1.09	%		0.64	%
Consumer credit card		0.42	%		—			—			—			—
Other consumer		4.93	%		3.70	%		3.70	%		5.54	%		5.03	%

Total		2.52	%		2.71	%		2.37	%		3.22	%		3.52	%

Non-accrual loans, excluding loans held for sale	$	2,710		$	2,784		$	3,087		$	3,160		$	3,372
Non-performing loans held for sale		344			381			381			304			393

Non-accrual loans, including loans held for sale	$	3,054		$	3,165		$	3,468		$	3,464		$	3,765
Foreclosed properties		337			437			465			454			461

Non-performing assets (NPAs)	$	3,391		$	3,602		$	3,933		$	3,918		$	4,226

Loans past due > 90 days	$	412		$	483		$	527		$	585		$	593

Restructured loans not included in categories above ⁽¹⁾		2,817		$	1,664		$	1,553		$	1,483		$	1,299

Credit Ratios:
ACL/Loans, net		3.84	%		3.95	%		4.01	%		3.93	%		3.86	%
ALL/Loans, net		3.73	%		3.84	%		3.92	%		3.84	%		3.77	%
Allowance for loan losses to non-performing loans, excluding loans held for sale		1.09x			1.12x			1.03x			1.01x			0.94x
Non-accrual loans, excluding loans held for sale/Loans		3.41	%		3.43	%		3.79	%		3.81	%		3.99	%
NPAs (ex. 90+ past due)/Loans, foreclosed properties and non-performing loans held for sale		4.23	%		4.39	%		4.78	%		4.69	%		4.96	%
NPAs (inc. 90+ past due)/Loans, foreclosed properties and non-performing loans held for sale		4.75	%		4.98	%		5.42	%		5.38	%		5.65	%

Allowance for Credit Losses


	Quarter Ended
($ amounts in millions)	9/30/11		9/30/10
Components:
Allowance for loan losses	$	2,964	$	3,185
Reserve for unfunded credit commitments		86		71

Allowance for credit losses	$	3,050	$	3,256

(1)	See page 12 for detail of restructured loans.

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2011 Earnings Release

Page 12

Troubled Debt Restructurings


	Quarter Ended
(in millions)	9/30/11		6/30/11		3/31/11		12/31/10		9/30/10
Current:
Commercial	$	437	$	62	$	66	$	70	$	23
Investor Real Estate		923		257		193		152		150
Residential First Mortgage		774		760		737		696		613
Home Equity		373		352		328		305		285
Other Consumer		54		58		59		59		61

Total Current	$	2,561	$	1,489	$	1,383	$	1,282	$	1,132

Accruing 30-89 DPD:
Commercial	$	39	$	7	$	6	$	7	$	—
Investor Real Estate		67		16		15		40		—
Residential First Mortgage		114		116		117		117		133
Home Equity		30		31		27		30		29
Other Consumer		6		5		5		7		5

Total Accruing 30-89 DPD	$	256	$	175	$	170	$	201	$	167

Non-accrual or 90+ DPD:
Commercial	$	373	$	164	$	120	$	105	$	71
Investor Real Estate		475		200		230		198		159
Residential First Mortgage		214		207		221		240		222
Home Equity		30		29		28		30		26
Other Consumer		1		—		1		—		—

Total Non-accrual or 90+DPD	$	1,093	$	600	$	600	$	573	$	478



Total TDRs	$	3,910	$	2,264	$	2,153	$	2,056	$	1,777

Business Services Criticized Loan Summary By TDR Status

The tables below present a summary of Business Services loans by risk rating category and by portfolio segment. The line items titled “TDRs newly identified under policy change” represent newly identified TDRs as a result of implementation during 3Q11 of clarified accounting guidance. Consumer loans were not impacted.


	Quarter Ended 9/30/11
(in millions)	Special Mention		Substandard Accrual		Non-Accrual		Total
Commercial
TDRs newly identified under policy change	$	52	$	333	$	220	$	605
TDRs under existing policy		6		71		151		228
All Other Commercial (not TDRs)		696		788		822		2,306

	$	754	$	1,192	$	1,193	$	3,139

Investor Real Estate
TDRs newly identified under policy change	$	46	$	751	$	270	$	1,067
TDRs under existing policy		9		118		204		331
All Other Investor Real Estate (not TDRs)		1,088		1,029		651		2,768

	$	1,143	$	1,898	$	1,125	$	4,166

Note: As of September 30, 2011 there were $16 million accruing Commercial TDRs that were “Pass” rated and $67 million accruing Investor Real Estate TDRs that were “Pass” rated, that are not illustrated in the table above.


	Quarter Ended 6/30/11
	Special Mention		Substandard Accrual		Non-Accrual		Total
Commercial
TDRs newly identified under policy change	$	—	$	—	$	—	$	—
TDRs under existing policy		5		55		163		223
All Other Commercial (not TDRs)		714		1,257		1,077		3,048

	$	719	$	1,312	$	1,240	$	3,271

Investor Real Estate
TDRs newly identified under policy change	$	—	$	—	$	—	$	—
TDRs under existing policy		21		203		199		423
All Other Investor Real Estate (not TDRs)		1,335		1,878		992		4,205

	$	1,356	$	2,081	$	1,191	$	4,628

Note: As of September 30, 2011 there were $10 million accruing Commercial TDRs that were “Pass” rated and $50 million accruing Investor Real Estate TDRs that were “Pass” rated, that are not illustrated in the table above.

• As the majority of the increase in total TDRs were risk rated special mention or substandard accruing, the associated credit risk had already been factored into the calculation of the allowance for loan losses. Accordingly, there was no material impact to the company’s overall loan loss allowance during 3Q11 resulting from the increased TDRs.

• Regions has a high level of renewal activity due to the company’s strategy to keep loan maturities short, in order to maintain leverage in negotiations with customers.

• Regions often increases or at least maintains the same interest rate and frequently receives consideration in exchange for modifying these loans.

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2011 Earnings Release

Page 13

Gross and Net NPA Migration


	Quarter Ended
($ in millions)	9/30/11			6/30/11			3/31/11			12/31/10			9/30/10
Beginning Non-Performing Assets ⁽¹⁾	$	3,602		$	3,933		$	3,918		$	4,226		$	4,275

Additions	$	822		$	619		$	816		$	1,021		$	1,410
Resolutions ⁽²⁾		(260	)		(224	)		(214	)		(348	)		(255	)
Charge-Offs / OREO Write-Downs		(384	)		(362	)		(368	)		(576	)		(497	)
Home Equity Reclassification⁽³⁾		56			—			—			—			—

Net Additions		234			33			234			97			658

Non-Accrual Asset Sales		(299	)		(226	)		(106	)		(309	)		(511	)
OREO Sales		(146	)		(138	)		(113	)		(96	)		(196	)

Ending Non-Performing Assets ⁽¹⁾		3,391			3,602			3,933			3,918			4,226

Change Versus Previous Quarter	($	211	)	($	331	)	$	15		($	308	)	($	49	)

⁽¹⁾	Includes Loans Held for Sale

⁽²⁾	Includes payments and returned to accruals

⁽³⁾

Beginning in 3Q11, credit policy on home equity lines and loans in second lien position changed such that they are placed on non-accrual by the end of the month in which the loan becomes 120 days past due. Prior policy required all real estate secured loans to be placed on non-accrual by the end of the month in which the loan becomes 180 days past due unless the loan is fully secured and in process of collection. The effect of the reclassification was to increase non-accrual loans and to decrease 90 days past due loans.

Credit Costs


	Quarter Ended
(in millions)	9/30/11			6/30/11			3/31/11		12/31/10			9/30/10
Net Charge-offs

Investor Real Estate (IRE)	$	60		$	99		$	84	$	205		$	205
Commercial		100			91			126		197			143
Consumer Real Estate		134			138			150		148			160
Other Consumer		19			13			15		21			18
Net Charge-offs excluding charge-offs from Sales / Transfers to HFS		313			341			375		571			526


Sales/Transfer to HFS		198			207			106		111			233

Total Net Charge-offs		511			548			481		682			759


Net Loss / (Gain)—HFS Sales		(2	)		(1	)		—		(7	)		(2	)
HFS Write-downs ⁽⁴⁾		2			5			2		21			7
OREO expense		48			37			39		61			65

Total Credit Costs before Reserve Reduction		559			589			522		757			829


Reserve Increase / (Reduction)		(156	)		(150	)		1		0			1

Total Credit Costs after Reserve Reduction		403			439			523		757			830

⁽⁴⁾	Reflects write-downs subsequent to initial move to held for sale and write-downs upon transfer to OREO

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2011 Earnings Release

Page 14

Early and Late Stage Delinquencies

30-89 Days Past Due Loans

		00000	00000			00000	00000			00000	00000			00000	00000			00000	00000
	Quarter Ended
($ millions)	9/30/11				6/30/11				3/31/11				12/31/10				9/30/10
Commercial and Industrial	$	87	0.36	%	$	118	0.50	%	$	104	0.45	%	$	103	0.45	%	$	129	0.60	%
Commercial Real Estate Mortgage—OO		87	0.76	%		71	0.60	%		99	0.83	%		101	0.84	%		106	0.90	%
Commercial Real Estate Construction—OO		1	0.20	%		2	0.56	%		2	0.44	%		3	0.61	%		2	0.42	%

Total Commercial	$	175	0.48	%	$	191	0.53	%	$	205	0.58	%	$	207	0.59	%	$	237	0.70	%

Commercial Investor Real Estate Mortgage		126	1.18	%		146	1.23	%		332	2.57	%		211	1.55	%		272	1.88	%
Commercial Investor Real Estate Construction		17	1.42	%		25	1.57	%		35	1.86	%		42	1.83	%		47	1.58	%

Total Investor Real Estate	$	143	1.21	%	$	171	1.27	%	$	367	2.48	%	$	253	1.59	%	$	319	1.83	%

Residential First Mortgage		269	1.91	%		265	1.85	%		277	1.92	%		303	2.03	%		329	2.09	%
Home Equity		180	1.36	%		168	1.23	%		185	1.33	%		224	1.58	%		222	1.53	%
Direct		12	1.44	%		12	1.39	%		11	1.27	%		16	1.97	%		14	1.66	%
Indirect		30	1.66	%		25	1.44	%		27	1.69	%		37	2.30	%		34	2.08	%
Consumer Credit Card		14	1.40	%		11	1.00	%		—	0.00	%		—	0.00	%		—	0.00	%
Other Consumer		12	3.46	%		10	3.10	%		9	2.57	%		12	3.33	%		13	3.71	%

Total Consumer	$	517	1.65	%	$	491	1.54	%	$	509	1.64	%	$	592	1.86	%	$	612	1.85	%


Total 30-89 Days Past Due Loans	$	835	1.05	%	$	853	1.05	%	$	1,081	1.33	%	$	1,052	1.27	%	$	1,168	1.38	%

90+ Days Past Due Loans

		00000	00000			00000	00000			00000	00000			00000	00000			00000	00000
	Quarter Ended
($ millions)	9/30/11				6/30/11				3/31/11				12/31/10				9/30/10
Commercial & Industrial	$	10	0.04	%	$	7	0.03	%	$	10	0.04	%	$	9	0.04	%	$	5	0.03	%
Commercial Real Estate Mortgage—OO		6	0.05	%		11	0.09	%		8	0.07	%		6	0.05	%		6	0.05	%
Commercial Real Estate Construction—OO		—	0.00	%		—	0.05	%		—	0.09	%		1	0.12	%		—	0.00	%

Total Commercial	$	16	0.04	%	$	18	0.05	%	$	18	0.05	%	$	16	0.05	%	$	11	0.03	%

Commercial Investor Real Estate Mortgage		9	0.08	%		5	0.04	%		13	0.10	%		5	0.04	%		6	0.04	%
Commercial Investor Real Estate Construction		—	0.01	%		—	0.02	%		1	0.04	%		1	0.04	%		2	0.05	%

Total Investor Real Estate	$	9	0.07	%	$	5	0.04	%	$	14	0.09	%	$	6	0.04	%	$	8	0.04	%

Residential First Mortgage		291	2.06	%		296	2.07	%		315	2.18	%		359	2.41	%		369	2.35	%
Home Equity ⁽¹⁾		81	0.61	%		158	1.16	%		174	1.26	%		198	1.39	%		198	1.36	%
Direct		2	0.19	%		1	0.16	%		1	0.13	%		1	0.13	%		2	0.21	%
Indirect		1	0.08	%		2	0.10	%		2	0.13	%		2	0.13	%		2	0.14	%
Consumer Credit Card		10	1.03	%		—	0.00	%		—	0.00	%		—	0.00	%		—	0.00	%
Other Consumer		2	0.50	%		3	0.79	%		3	0.86	%		3	0.88	%		3	0.79	%

Total Consumer	$	387	1.23	%	$	460	1.44	%	$	495	1.59	%	$	563	1.76	%	$	574	1.74	%


Total 90+ Days Past Due Loans	$	412	0.52	%	$	483	0.60	%	$	527	0.65	%	$	585	0.71	%	$	593	0.70	%

OO = Owner Occupied

(1)	Refer to page 13 for the home equity reclassification which increased non-accrual loans and decreased 90 days past due loans

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2011 Earnings Release

Page 15

Non-Accrual Loans (excludes loans held for sale)


	Quarter Ended
($ millions)	9/30/11					6/30/11					3/31/11					12/31/10					9/30/10
Commercial and Industrial	$	498		2.05	%	$	525		2.22	%	$	446		1.93	%	$	467		2.07	%	$	502	2.33	%
Commercial Real Estate Mortgage—OO		668		5.79	%		687		5.82	%		648		5.45	%		606		5.03	%		616	5.20	%
Commercial Real Estate Construction—OO		27		7.68	%		28		7.57	%		31		7.20	%		29		6.19	%		35	6.65	%

Total Commercial	$	1,193		3.30	%	$	1,240		3.46	%	$	1,125		3.17	%	$	1,102		3.14	%	$	1,153	3.40	%

Commercial Investor Real Estate Mortgage		829		7.75	%		820		6.93	%		1,142		8.83	%		1,265		9.28	%		1,347	9.30	%
Commercial Investor Real Estate Construction		296		24.93	%		371		23.25	%		448		23.64	%		452		19.76	%		561	18.87	%

Total Investor Real Estate	$	1,125		9.46	%	$	1,191		8.87	%	$	1,590		10.73	%	$	1,717		10.79	%	$	1,908	10.93	%

Residential First Mortgage		261		1.85	%		288		2.01	%		303		2.10	%		285		1.92	%		267	1.70	%
Home Equity ⁽¹⁾		131		0.98	%		65		0.48	%		69		0.50	%		56		0.40	%		44	0.30	%
Direct		—		0.00	%		—		0.00	%		—		0.00	%		—		0.00	%		—	0.00	%
Indirect		—		0.00	%		—		0.00	%		—		0.00	%		—		0.00	%		—	0.00	%
Consumer Credit Card		—		0.00	%		—		0.00	%		—		0.00	%		—		0.00	%		—	0.00	%
Other Consumer		—		0.00	%		—		0.00	%		—		0.00	%		—		0.00	%		—	0.00	%

Total Consumer	$	392		1.25	%	$	353		1.11	%	$	372		1.20	%	$	341		1.07	%	$	311	0.94	%


Total Non-Accrual Loans	$	2,710		3.41	%	$	2,784		3.43	%	$	3,087		3.79	%	$	3,160		3.81	%	$	3,372	3.99	%

Change versus previous quarter		(74	)				(303	)				(73	)				(212	)				(101)

OO = Owner Occupied

(1)	Refer to page 13 for the home equity reclassification which increased non-accrual loans and decreased 90 days past due loans

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Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2011 Earnings Release

Page 16

Residential Lending Net Charge-off Analysis


		Quarter Ended
		9/30/11															6/30/11
		First Liens									Junior Liens			Total ⁽¹⁾			First Liens									Junior Liens			Total
($ in millions)		Residential Mortgage			Home Equity			Total			Home Equity			Total ⁽¹⁾			Residential Mortgage			Home Equity			Total			Home Equity			Total
Florida	Net Charge-off %*		2.94	%		2.13	%		2.72	%		5.59	%		3.53	%		2.88	%		2.05	%		2.65	%		6.10	%		3.64	%
	$ Losses	$	39.8		$	10.8		$	50.6		$	41.0		$	91.6		$	39.0		$	10.4		$	49.4		$	45.8		$	95.2
	Balance	$	5,324.3		$	1,987.2		$	7,311.5		$	2,877.9		$	10,189.4		$	5,413.1		$	2,014.9		$	7,428.0		$	2,967.5		$	10,395.5
	Original LTV		71.7	%		65.5	%					75.9	%					71.6	%		65.4	%					75.7	%

All Other	Net Charge-off %*		0.84	%		0.83	%		0.84	%		1.68	%		1.06	%		0.72	%		0.64	%		0.70	%		1.76	%		0.98	%
States	$ Losses	$	18.8		$	8.3		$	27.1		$	19.3		$	46.4		$	16.1		$	6.5		$	22.6		$	20.5		$	43.1
	Balance	$	8,758.5		$	3,966.6		$	12,725.1		$	4,484.8		$	17,209.9		$	8,893.1		$	3,996.2		$	12,889.3		$	4,614.1		$	17,503.4
	Original LTV		74.0	%		66.7	%					79.3	%					73.8	%		66.8	%					79.3	%

Totals	Net Charge-off %*		1.64	%		1.26	%		1.53	%		3.21	%		1.98	%		1.54	%		1.11	%		1.41	%		3.46	%		1.97	%
	$ Losses	$	58.6		$	19.1		$	77.7		$	60.3		$	138.0		$	55.1		$	16.9		$	72.0		$	66.3		$	138.3
	Balance	$	14,082.8		$	5,953.8		$	20,036.6		$	7,362.7		$	27,399.3		$	14,306.2		$	6,011.1		$	20,317.3		$	7,581.6		$	27,898.9
	Original LTV		73.2	%		66.3	%					77.9	%					73.0	%		66.3	%					77.8	%

•

22% Florida junior lien concentration driving results

•

Junior lien, Florida net charge-offs represent 52% of 3Q11 net charge-offs but just 22% of Home Equity outstanding balances.

•

Net Home Equity charge-offs in Florida approximately 3.5 times non-Florida net charge-off rate

•

Home Equity origination quality solid with an average FICO of 773 and an average LTV of 61%; Property value declines driving losses

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(1)	Total loans include first liens on residential first mortgage and home equity, as well as junior liens on home equity

Notes:

* Recoveries are pro-rated based on charge-off balances.

Balances shown on an ending basis. Net loss rates calculated using average balances

Original LTVs shown for current period only; prior period LTVs not materially different

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2011 Earnings Release

Page 17

Investor Real Estate Analysis

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Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2011 Earnings Release

Page 18

LOGO

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2011 Earnings Release

Page 19

Reconciliation to GAAP Financial Measures

The table below presents computations of earnings and certain other financial measures, excluding regulatory charge related tax benefit (non-GAAP). The regulatory charge related tax benefit is included in financial results presented in accordance with generally accepted accounting principles (GAAP). Regions believes that the exclusion of the regulatory charge related tax benefit in expressing earnings and certain other financial measures, including “earnings (loss) per common share, excluding regulatory charge related tax benefit”, “return on average assets, excluding regulatory charge related tax benefit” and “return on average tangible common stockholders’ equity, excluding regulatory charge and related tax benefit” (explained on next page) provides a meaningful base for period-to-period comparisons, which management believes will assist investors in analyzing the operating results of the Company and predicting future performance. These non-GAAP financial measures are also used by management to assess the performance of Regions’ business because management does not consider the regulatory charge and related tax benefit to be relevant to ongoing operating results. Management and the Board of Directors utilize these non-GAAP financial measures for the following purposes: preparation of Regions’ operating budgets; monthly financial performance reporting; monthly close-out “flash” reporting of consolidated results (management only); and presentations to investors of company performance. Regions believes that presenting these non-GAAP financial measures will permit investors to assess the performance of the Company on the same basis as that applied by management and the Board of Directors. Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied and are not audited. To mitigate these limitations, Regions has policies and procedures in place to identify and address expenses that qualify for non-GAAP presentation, including authorization and system controls to ensure accurate period to period comparisons. Although these non-GAAP financial measures are frequently used by stakeholders in the evaluation of a company, they have limitations as analytical tools, and should not be considered in isolation, or as a substitute for analyses of results as reported under GAAP. In particular, a measure of earnings that excludes the regulatory charge and related tax benefit does not represent the amount that effectively accrues directly to stockholders (i.e. the regulatory charge is a reduction in earnings and stockholders’ equity).


		As of and for Quarter Ended
($ amounts in millions, except per share data)		9/30/11			6/30/11			3/31/11			12/31/10			9/30/10
Income (loss):
Net income (loss) (GAAP)		$	155		$	109		$	69		$	89		$	(155	)
Preferred dividends and accretion (GAAP)			(54	)		(54	)		(52	)		(53	)		(54	)

Net income (loss) available to common shareholders (GAAP)	A	$	101		$	55		$	17		$	36		$	(209	)

Net income (loss) available to common shareholders (GAAP)		$	101		$	55		$	17		$	36		$	(209	)
Regulatory charge related tax benefit ⁽¹⁾			—			(44	)		—			—			—

Income (loss) available to common shareholders, excluding regulatory charge related tax benefit (non-GAAP)	B	$	101		$	11		$	17		$	36		$	(209	)

Weighted-average diluted shares	C		1,261			1,260			1,259			1,259			1,257
Earnings (loss) per common share—diluted (GAAP)	A/C	$	0.08		$	0.04		$	0.01		$	0.03		$	(0.17	)
Earnings (loss) per common share, excluding regulatory charge related tax benefit—diluted (non-GAAP)	B/C	$	0.08		$	0.01		$	0.01		$	0.03		$	(0.17	)

(1)

In the second quarter of 2010, Regions recorded a $200 million charge to account for a probable, reasonably estimable loss related to a pending settlement of regulatory matters. At that time, Regions assumed that the entire charge would be non-deductible for income tax purposes. The settlement was finalized during the second quarter of 2011. At the time of settlement, Regions had better information related to tax implications. Approximately $125 million of the settlement charge will be deductible for federal income tax purposes. Accordingly, during the second quarter of 2011, Regions adjusted federal income taxes to account for the impact of the deduction. The adjustment reduced Regions’ provision for income taxes. The schedule above reduces net income available to common shareholders (GAAP) for the quarter ended June 30, 2011 by the related federal income tax benefit to arrive at the non-GAAP measure.

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2011 Earnings Release

Page 20

Reconciliation to GAAP Financial Measures

The table below presents computations of the efficiency ratio (non-GAAP), which is a measure of productivity, generally calculated as non-interest expense divided by total revenue. Management uses the efficiency ratio to monitor performance and believes this measure provides meaningful information to investors. Non-interest expense (GAAP) is presented excluding certain adjustments to arrive at adjusted non-interest expense (non-GAAP), which is the numerator for the efficiency ratio. Net interest income on a fully taxable-equivalent basis (GAAP) and non-interest income (GAAP) are added together to arrive at total revenue (GAAP). Adjustments are made to arrive at adjusted total revenue (non-GAAP), which is the denominator for the efficiency ratio. Regions believes that the exclusion of these adjustments provides a meaningful base for period-to-period comparisons, which management believes will assist investors in analyzing the operating results of the Company and predicting future performance. These non-GAAP financial measures are also used by management to assess the performance of Regions’ business. It is possible that the activities related to the adjustments may recur; however, management does not consider the activities related to the adjustments to be indications of ongoing operations. Regions believes that presentation of these non-GAAP financial measures will permit investors to assess the performance of the Company on the same basis as that applied by management.


		As of and for Quarter Ended
($ amounts in millions)		9/30/11			6/30/11			3/31/11			12/31/10			9/30/10
Non-interest expense (GAAP)		$	1,066		$	1,198		$	1,167		$	1,266		$	1,163
Adjustments:
Loss on early extinguishment of debt			—			—			—			(55	)		—
Securities impairment, net			—			—			—			—			(1	)
Branch consolidation and property and equipment charges			—			(77	)		—			—			—

Adjusted non-interest expense (non-GAAP)	D	$	1,066		$	1,121		$	1,167		$	1,211		$	1,162

Net interest income, taxable-equivalent basis (GAAP)		$	866		$	872		$	872		$	886		$	876

Non-interest income (GAAP)			745			781			843			1,213			750
Adjustments:
Securities (gains) losses, net			1			(24	)		(82	)		(333	)		(2	)
Leveraged lease termination (gains) losses, net			2			—			—			(59	)		—
Loss (gain) on sale of mortgage loans			—			—			3			(26	)		—

Adjusted non-interest income (non-GAAP)			748			757			764			795			748

Adjusted total revenue (non-GAAP)	E	$	1,614		$	1,629		$	1,636		$	1,681		$	1,624

Efficiency ratio (non-GAAP)	D/E		66.0	%		68.8	%		71.3	%		72.0	%		71.6	%

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2011 Earnings Release

Page 21

Reconciliation to GAAP Financial Measures

The following tables provide calculations of “return on average tangible common stockholders’ equity”, end of period “tangible common stockholders’ equity” ratios and a reconciliation of stockholders’ equity (GAAP) to Tier 1 capital (regulatory) and to “Tier 1 common equity” (non-GAAP). Tangible common stockholders’ equity ratios have become a focus of some investors and management believes they may assist investors in analyzing the capital position of the Company absent the effects of intangible assets and preferred stock. Traditionally, the Federal Reserve and other banking regulatory bodies have assessed a bank’s capital adequacy based on Tier 1 capital, the calculation of which is codified in federal banking regulations. In connection with the Supervisory Capital Assessment Program (“SCAP”), these regulators began supplementing their assessment of the capital adequacy of a bank based on a variation of Tier 1 capital, known as Tier 1 common equity. While not codified, analysts and banking regulators have assessed Regions’ capital adequacy using the tangible common stockholders’ equity and/or the Tier 1 common equity measure. Because tangible common stockholders’ and Tier 1 common equity are not formally defined by GAAP or codified in the federal banking regulations, these measures are considered to be non-GAAP financial measures and other entities may calculate them differently than Regions’ disclosed calculations. Since analysts and banking regulators may assess Regions’ capital adequacy using tangible common stockholders’ equity and Tier 1 common equity, we believe that it is useful to provide investors the ability to assess Regions’ capital adequacy on these same bases.

Tier 1 common equity is often expressed as a percentage of risk-weighted assets. Under the risk-based capital framework, a company’s balance sheet assets and credit equivalent amounts of off-balance sheet items are assigned to one of four broad risk categories. The aggregated dollar amount in each category is then multiplied by the risk-weighted category. The resulting weighted values from each of the four categories are added together and this sum is the risk-weighted assets total that, as adjusted, comprises the denominator of certain risk-based capital ratios. Tier 1 capital is then divided by this denominator (risk-weighted assets) to determine the Tier 1 capital ratio. Adjustments are made to Tier 1 capital to arrive at Tier 1 common equity. Tier 1 common equity is also divided by the risk-weighted assets to determine the Tier 1 common equity ratio. The amounts disclosed as risk-weighted assets are calculated consistent with banking regulatory requirements.


		As of and for Quarter Ended
($ amounts in millions, except per share data)		9/30/11			6/30/11			3/31/11			12/31/10			9/30/10
RETURN ON AVERAGE ASSETS
Average assets (GAAP)	F	$	129,759		$	130,678		$	131,212		$	133,334		$	133,729

Return on average assets (GAAP) ⁽¹⁾	A/F		0.31	%		0.17	%		0.05	%		0.11	%		(0.62	%)

Return on average assets, excluding regulatory charge related tax benefit (non-GAAP) ⁽¹⁾	B/F		0.31	%		0.03	%		0.05	%		0.11	%		(0.62	%)

RETURN ON AVERAGE TANGIBLE COMMON STOCKHOLDERS’ EQUITY
Average stockholders’ equity (GAAP)		$	17,069		$	16,796		$	16,684		$	17,046		$	17,382
Less: Average intangible assets (GAAP)			5,998			5,909			5,935			5,961			5,989
Average deferred tax liability related to intangibles (GAAP)			(224	)		(230	)		(237	)		(243	)		(250	)
Average preferred equity (GAAP)			3,402			3,392			3,383			3,374			3,364

Average tangible common stockholders’ equity (non-GAAP)	G	$	7,893		$	7,725		$	7,603		$	7,954		$	8,279

Return on average tangible common stockholders’ equity (GAAP) ⁽¹⁾	A/G		5.05	%		2.88	%		0.89	%		1.78	%		(10.00	%)

Return on average tangible common stockholders’ equity, excluding regulatory charge related tax benefit (non-GAAP) ⁽¹⁾	B/G		5.05	%		0.57	%		0.89	%		1.78	%		(10.00	%)

TANGIBLE COMMON RATIOS
Stockholders’ equity (GAAP)		$	17,263		$	16,888		$	16,619		$	16,734		$	17,163
Less: Preferred equity (GAAP)			3,409			3,399			3,389			3,380			3,370
Intangible assets (GAAP)			6,039			5,981			5,919			5,946			5,975
Deferred tax liability related to intangibles (GAAP)			(220	)		(227	)		(233	)		(240	)		(246	)

Tangible common stockholders’ equity (non-GAAP)	H	$	8,035		$	7,735		$	7,544		$	7,648		$	8,064
Total assets (GAAP)		$	129,762		$	130,908		$	131,756		$	132,351		$	133,498
Less: Intangible assets (GAAP)			6,039			5,981			5,919			5,946			5,975
Deferred tax liability related to intangibles (GAAP)			(220	)		(227	)		(233	)		(240	)		(246	)

Tangible assets (non-GAAP)	I	$	123,943		$	125,154		$	126,070		$	126,645		$	127,769
Shares outstanding—end of quarter	J		1,259			1,259			1,256			1,256			1,256
Tangible common stockholders’ equity to tangible assets (non-GAAP)	H/I		6.48	%		6.18	%		5.98	%		6.04	%		6.31	%
Tangible common book value per share (non-GAAP)	H/J	$	6.38		$	6.15		$	6.00		$	6.09		$	6.42

TIER 1 COMMON RISK-BASED RATIO ⁽²⁾
Stockholders’ equity (GAAP)		$	17,263		$	16,888		$	16,619		$	16,734		$	17,163
Accumulated other comprehensive (income) loss			(92	)		177			387			260			(208	)
Non-qualifying goodwill and intangibles			(5,649	)		(5,668	)		(5,686	)		(5,706	)		(5,729	)
Disallowed deferred tax assets			(506	)		(498	)		(463	)		(424	)		(427	)
Disallowed servicing assets			(35	)		(35	)		(28	)		(27	)		(20	)
Qualifying non-controlling interests			92			92			92			92			92
Qualifying trust preferred securities			846			846			846			846			846

Tier 1 capital (regulatory)		$	11,919		$	11,802		$	11,767		$	11,775		$	11,717
Qualifying non-controlling interests			(92	)		(92	)		(92	)		(92	)		(92	)
Qualifying trust preferred securities			(846	)		(846	)		(846	)		(846	)		(846	)
Preferred stock			(3,409	)		(3,399	)		(3,389	)		(3,380	)		(3,370	)

Tier 1 common equity (non-GAAP)	K	$	7,572		$	7,465		$	7,440		$	7,457		$	7,409
Risk-weighted assets (regulatory)	L		92,791			93,865			93,929			94,966			97,088
Tier 1 common risk-based ratio (non-GAAP)	K/L		8.2	%		7.9	%		7.9	%		7.9	%		7.6	%

(1)	Income statement amounts have been annualized in calculation

(2)	Current quarter amount and the resulting ratio is estimated

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2011 Earnings Release

Page 22

Reconciliation to GAAP Financial Measures

The following tables provide calculations of Tier 1 capital and Tier 1 common, based on Regions’ current understanding of Basel III requirements. Regions currently calculates its risk-based capital ratios under guidelines adopted by the Federal Reserve based on the 1988 Capital Accord (“Basel I”) of the Basel Committee on Banking Supervision (the “Basel Committee”). In December 2010, the Basel Committee released its final framework for Basel III, which will strengthen international capital and liquidity regulation. When implemented by U.S. bank regulatory agencies and fully phased-in, Basel III will change capital requirements and place greater emphasis on common equity. Implementation of Basel III will begin on January 1, 2013, and will be phased in over a multi-year period. The U.S. bank regulatory agencies have not yet finalized regulations governing the implementation of Basel III. Accordingly, the calculations provided below are estimates, based on Regions’ current understanding of the framework, including the Company’s reading of the requirements, and informal feedback received through the regulatory process. Regions’ understanding of the framework is evolving and will likely change as the regulations are finalized. Because the Basel III implementation regulations are not formally defined by GAAP and have not yet been finalized and codified, these measures are considered to be non-GAAP financial measures, and other entities may calculate them differently from Regions’ disclosed calculations. Since analysts and banking regulators may assess Regions’ capital adequacy using the Basel III framework, we believe that it is useful to provide investors the ability to assess Regions’ capital adequacy on the same basis.


($ amounts in millions)	9/30/11
Stockholders’ equity (GAAP)	$	17,263
Non-qualifying goodwill and intangibles ⁽¹⁾		(5,820	)
Adjustments, including other comprehensive income related to cash flow hedges, disallowed deferred tax assets, threshold deductions and other adjustments		(809	)

	$	10,634
Qualifying non-controlling interests		4

Basel III Tier 1 Capital (non-GAAP)	$	10,638

Basel III Tier 1 Capital (non-GAAP)	$	10,638

Preferred Stock		(3,409	)
Qualifying non-controlling interests		(4	)

Basel III Tier 1 Common (non-GAAP)	$	7,225

Basel I risk-weighted assets		92,791
Basel III risk-weighted assets ⁽²⁾		94,389


			Minimum
Basel III Tier 1 Capital Ratio	11.3	%		8.5	%
Basel III Tier 1 Common Ratio	7.7	%		7.0	%

(1)	Under Basel III, regulatory capital must be reduced by purchased credit card relationship intangible assets. These assets are partially allowed in Basel I capital.

(2)	Regions continues to develop systems and internal controls to precisely calculate risk-weighted assets as required by Basel III. The amount included above is a reasonable approximation, based on our understanding of the requirements.

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2011 Earnings Release

Page 23

Forward-Looking Statements

This supplement may include forward-looking statements which reflect Regions’ current views with respect to future events and financial performance. The Private Securities Litigation Reform Act of 1995 (“the Act”) provides a safe harbor for forward-looking statements which are identified as such and are accompanied by the identification of important factors that could cause actual results to differ materially from the forward-looking statements. For these statements, we, together with our subsidiaries, claim the protection afforded by the safe harbor in the Act. Forward-looking statements are not based on historical information, but rather are related to future operations, strategies, financial results or other developments. Forward-looking statements are based on management’s expectations as well as certain assumptions and estimates made by, and information available to, management at the time the statements are made. Those 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:

•

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) became law on July 21, 2010 and a number of legislative, regulatory and tax proposals remain pending. Additionally, the U.S. Treasury and federal banking regulators continue to implement, but are also beginning to wind down, a number of programs to address capital and liquidity issues in the banking system. Proposed rules, including those that are part of the Basel III process, could require banking institutions to increase levels of capital. All of the foregoing may have significant effects on Regions and the financial services industry, the exact nature of which cannot be determined at this time.

•

Regions’ ability to mitigate the impact of the Dodd-Frank Act on debit interchange fees through revenue enhancements and other revenue measures, which will depend on various factors, including the acceptance by our customers of modified fee structures for Regions’ products and services.

•

The impact of compensation and other restrictions imposed under the Troubled Asset Relief Program (“TARP”) until Regions repays the outstanding preferred stock and warrant issued under TARP including restrictions on Regions’ ability to attract and retain talented executives and associates.

•

Possible additional loan losses, impairment of goodwill and other intangibles, and adjustment of valuation allowances on deferred tax assets and the impact on earnings and capital.

•

Possible changes in interest rates may increase funding costs and reduce earning asset yields, thus reducing margins. Increases in benchmark interest rates would also increase debt service requirements for customers whose terms include a variable interest rate, which may negatively impact the ability of borrowers to pay as contractually obligated.

•

Possible changes in general economic and business conditions in the United States in general and in the communities Regions serves in particular, including any prolonging or worsening of the current unfavorable economic conditions, including unemployment levels.

•

Possible changes in the creditworthiness of customers and the possible impairment of the collectability of loans.

•

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

•

The current stresses in the financial and real estate markets, including possible continued deterioration in property values.

•

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.

•

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

•

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 keep pace with technological changes.

•

Regions’ ability to effectively manage credit risk, interest rate risk, market risk, operational risk, legal risk, liquidity risk, and regulatory and compliance risk.

•

Regions’ ability to ensure adequate capitalization which is impacted by inherent uncertainties in forecasting credit losses.

•

The cost and other effects of material contingencies, including litigation contingencies and any adverse judicial, administrative or arbitral rulings or proceedings.

•

The effects of increased competition from both banks and non-banks.

•

The effects of geopolitical instability and risks such as terrorist attacks.

•

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

•

The effects of weather and natural disasters such as floods, droughts, wind, tornados and hurricanes and the effects of man-made disasters.

•

Possible downgrades in ratings issued by rating agencies

•

Potential dilution of holders of shares of Regions’ common stock resulting from the U.S. Treasury’s investment in TARP.

•

Possible changes in the speed of loan prepayments by Regions’ customers and loan origination or sales volumes.

•

Possible acceleration of prepayments on mortgage-backed securities due to low interest rates and the related acceleration of premium amortization on those securities.

•

The effects of problems encountered by larger or similar financial institutions that adversely affect Regions or the banking industry generally.

•

Regions’ ability to receive dividends from its subsidiaries.

•

The effects of the failure of any component of Regions’ business infrastructure which is provided by a third party.

•

Changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or other regulatory agencies.

•

The effects of any damage to Regions’ reputation resulting from developments related to any of the items identified above.

The words “believe,” “expect,” “anticipate,” “project,” and similar expressions often signify forward-looking statements. You should not place undue reliance on any forward-looking statements, which speak only as of the date made. We assume no obligation to update or revise any forward-looking statements that are made from time to time.

The foregoing list of factors is not exhaustive; for discussion of these and other risks that may cause actual results to differ from expectations, look under the captions “Forward-Looking Statements” and “Risk Factors” in Regions’ Annual Report on Form 10-K for the year ended December 31, 2010 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2011 and June 30, 2011 as on file with the Securities and Exchange Commission.

Regions’ Investor Relations contact is List Underwood at (205) 801-0265; Regions’ Media contact is Tim Deighton at (205) 264-4551

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