8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 16, 2007

REGIONS FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	000-50831	63-0589368
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1900 FIFTH AVENUE NORTH

BIRMINGHAM, ALABAMA 35203

(Address, including zip code, of principal executive office)

Registrant’s telephone number, including area code: (205) 944-1300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

Item 7.01 Regulation FD Disclosure

On October 16, 2007 Regions Financial Corporation issued a press release announcing its preliminary results of operations for the quarter ended September 30, 2007. A copy of the press release is attached hereto and incorporated herein as Exhibit 99.1 and may also be found on Region’s website at www.regions.com. Supplemental financial information for the quarter ended September 30, 2007 is included as Exhibit 99.2 and may also be found on Regions’ website at www.regions.com.

In accordance with general instruction B.2 of Form 8-K, this information is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1	Press Release dated October 16, 2007
99.2	Supplemental Financial Information

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

REGIONS FINANCIAL CORPORATION
By:	/s/ John D. Buchanan
Name:	John D. Buchanan
Title:	Executive Vice President, General Counsel and Corporate Secretary

Date: October 16, 2007

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

Contacts:
Media Relations:	Investor Relations:
Linda Germany Childs, (205) 264-5690	List Underwood, (205) 801-0265

Regions Reports Third Quarter 2007 Earnings

BIRMINGHAM, Ala., October 16, 2007 – Regions Financial Corporation (NYSE:RF) today reported earnings for the quarter ending September 30, 2007, including these highlights:

• Earnings from continuing operations of 56 cents per diluted share

• Earnings from continuing operations of 64 cents per diluted share, excluding 8 cents of merger charges (see reconciliation in “Earnings Highlights” table below)

• Merger integration goals being achieved ahead of schedule

• Morgan Keegan continues strong performance

• Cost saves exceeding expectations; forecast accelerated for 2007

• Credit quality steady

Earnings Highlights

	Three months ended:
(in millions except per share data)	September 30, 2007					June 30, 2007					September 30, 2006
	Amount			Dil. EPS		Amount			Dil. EPS		Amount			Dil. EPS
Earnings
Net interest income (FTE) – continuing operations	$	1,086.6				$	1,112.0				$	794.9
Non-interest income – continuing operations		729.1					696.8					461.4
Non-interest expense – continuing operations		1,145.4					1,057.7					688.4
Income from continuing operations		394.2		$	0.56		453.7		$	0.63		357.9		$	0.78
(Loss)Income from discontinued operations, net of tax		(0.1	)		0.00		(0.4	)		0.00		(6.3	)		(0.01	)
Net income		394.2			0.56		453.3			0.63		351.7		$	0.77
Income from continuing operations (GAAP)		394.2		$	0.56	$	453.7		$	0.63	$	357.9		$	0.78
Merger-related charges, net of tax*		56.5			0.08		37.2			0.06		0.6			0.00
Income, excluding merger-related charges and discontinued operations (Non-GAAP)*	$	450.7		$	0.64	$	490.9		$	0.69	$	358.5		$	0.78
Key ratios
Net interest margin (FTE)		3.74	%				3.82	%				4.21	%
Return on average assets**		1.14	%				1.32	%				1.60	%
Return on average tangible equity**		20.14	%				22.89	%				24.93	%
Asset quality
Reserves for credit losses as % of net loans		1.19	%				1.19	%				1.31	%
Net charge-offs as % of average net loans**		0.27	%				0.23	%				0.16	%
Non-performing assets as % of loans and other real estate		0.62	%				0.62	%				0.52	%

* See “Use of non-GAAP financial measures” at the end of this release

** Annualized

Important Note: In accordance with purchase accounting rules, financial information prior to the November 4, 2006 merger with AmSouth has not been restated to reflect the merger.

Solid third quarter EPS of 64 cents, excluding merger-related charges

Regions’ third quarter 2007 income from continuing operations was $394.2 million, or 56 cents per diluted share, which included $56.5 million in after-tax merger-related expenses (8 cents per diluted share). Excluding the impact of merger-related expenses, earnings per diluted share from continuing operations were 64 cents compared to second quarter’s 69 cents.

“Business conditions continued to be less than optimal during the quarter, but our conservative operating culture continues to serve us well in this challenging environment,” said Dowd Ritter, president and chief executive officer. “Regions’ underwriting standards and avoidance of higher-risk credit concentrations coupled with a strong capital position have been a buffer against recent turmoil in the credit and liquidity markets.”

Merger successes evident in third quarter earnings results

Regions’ merger integration efforts remain on track. Associates are keenly focused on maintaining high customer satisfaction levels during the integration, which is producing good customer retention. Merger cost saves are being captured faster than projected, with the Company achieving net pre-tax cost saves of $102 million in the third quarter, bringing the year-to-date total to $237 million, nearing a $300 million new target set for all of 2007. The full projected cost savings run rate, expected to be achieved in the second quarter of 2008, remains unchanged at $500 million.

Two important systems conversions, Regions Morgan Keegan Trust and the initial branch conversion event, were completed during the third quarter, the benefits of which will be increasingly evident in upcoming months. As previously reported, the largest of Regions’ branch systems conversions was successfully executed in July. This was a major undertaking that involved converting systems and customer accounts in 633 Alabama and Florida branches, as well as consolidating 66 branches in those states.

Based on the success of the first conversion event, the remaining conversion schedule has been condensed into two events and accelerated to be completed this December, allowing 2008 to begin with complete focus on operating goals. Testing for the upcoming October 29 conversion of branches in Tennessee, Mississippi and Louisiana is now complete. Related associate training is nearing completion as well.

Challenging revenue environment

Revenues for the third quarter reflect a strong, although lower, net interest margin and good trading volumes and equity banking deal flow at Morgan Keegan.

Taxable equivalent net interest income was $1.1 billion in third quarter 2007, $25.4 million below the second quarter level, and was impacted by a lower earning asset base and incremental margin compression. The net interest margin decline was most significantly affected by a large tax deposit, which impacted tax expense positively, and a decline in low-cost deposits.

Total average deposits, Regions’ primary funding source, declined 7 percent on a linked-quarter basis, primarily due to the maturity of certificates of deposit. Also driving the change, Regions’ low-cost deposits declined despite an increase in money market balances, which were more than offset by a decline in other low-cost deposit accounts.

Average total loans increased slightly linked-quarter; however loan demand in general continues to be sluggish. Home equity production was solid, but was offset by high levels of paydowns, neutralizing balance sheet growth. Account and balance retention tactics implemented during the second quarter have, however, begun to slow the pace of these paydowns.

Non-interest revenue, excluding securities transactions, was $705.2 million in the third quarter, driven by Morgan Keegan, Regions’ broker-dealer operation, and high levels of customer derivative activity. Morgan Keegan achieved another strong quarter, with earnings of $45.2 million on revenue totaling $318.4 million Morgan Keegan’s equity banking revenue was higher in the quarter on merger and acquisition activity; however, this strength was offset somewhat by lower fixed income banking transactions linked-quarter. Morgan Keegan continued to book a significant number of new customer accounts, reflecting success in leveraging Regions’ broadened customer base.

Operating expense trends continue to reflect cost saves

Non-interest expenses, excluding merger costs and mortgage servicing rights recapture/impairment, declined $2.2 million to $1.0 billion in the third quarter, benefiting from the realization of merger cost savings. Masking the impact of cost saves somewhat were incremental de novo branching expenses and a second quarter hurricane-related insurance recovery.

Net charge-offs of 27 basis points of average loans, non-performing assets at 62 basis points of loans and other real estate

Net loan charge-offs increased to $63.1 million, or an annualized 0.27 percent of average net loans in the third quarter of 2007 compared to $53.9 million, or an annualized 0.23 percent of average net loans in the prior quarter. The linked-quarter increase was primarily due to higher levels of consumer-related losses. Regions continues to expect full-year 2007 net charge-offs in the mid-20s basis point range.

Third quarter’s loan loss provision totaled $90.0 million. The total reserve for credit losses was 1.19 percent of net loans at September 30, 2007, consistent with the prior quarter.

Total non-performing assets at September 30, 2007, were $588.3 million, or 0.62 percent of loans and other real estate, compared to $585.0 million, or 0.62 percent at June 30, 2007. Regions sold or transferred to held for sale $76.6 million of non-performing loans during the quarter. The balance of loans migrating to non-performing status was primarily residential real estate related.

Share buybacks continue

During the third quarter, Regions repurchased 6.5 million of its common shares, leaving 27.6 million shares available under current repurchase authorizations. At September 30, 2007, Regions’ capital position, as measured by the tangible stockholders’ equity-to-tangible assets ratio, was 6.02 percent. This compared to 6.09 percent at June 30, 2007.

For supplemental financial information about the third quarter results, please refer to the information on Form 8-K furnished by Regions to the Securities and Exchange Commission on October 16, 2007, or visit the Investor Relations page at www.regions.com.

About Regions

Regions Financial Corporation is a member of the S&P 100 Index and Forbes Magazine’s “Platinum 400” list of America’s best big companies. With $138 billion in assets, Regions is one of the nation’s largest full-service providers of consumer and commercial banking, trust, securities brokerage, mortgage and insurance products and services. Regions serves customers in 16 states across the South, Midwest and Texas, and through its subsidiary, Regions Bank, operates over 2,000 AmSouth and Regions banking offices and nearly 2,600 ATMs. Its investment and securities brokerage, trust and asset management division, Morgan Keegan & Company Inc., provides services from over 400 offices. Additional information about Regions and its full line of products and services can be found at www.regions.com.

Forward looking statements

This press release may include forward-looking statements about Regions Financial Corporation within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical or current facts, including statements about beliefs and expectations, are forward-looking statements. The words “believe,” “expect,” “anticipate,” “project,” and similar expressions often signify forward-looking statements. Such statements involve inherent risks and uncertainties. Regions cautions that actual results and events could differ materially from expectations expressed in forward-looking statements as a result of factors such as possible changes in economic and business conditions and interest rates; Regions’ ability to integrate the recent combination with AmSouth Bancorporation and to retain and attract customers; the effects of geopolitical instability and risks such as terrorist attacks; the effects of weather and natural disasters such as hurricanes; possible changes in laws and regulations and governmental monetary and fiscal policies; the cost and other effects of legal and administrative cases and similar contingencies; possible changes in the creditworthiness of customers and the possible

impairment of collectibility of loans; increased competition from both banks and non-banks; and effects of critical accounting policies and judgments. For discussion of these and other risks that may cause actual results to differ from expectations, please look under the caption “Forward Looking Statements” in Regions’ Annual Report on Form 10-K for the year ended December 31, 2006, and in subsequently-filed Forms 10-Q, as on file with the Securities and Exchange Commission. You should not place undue reliance on any forward-looking statements, which speak only as of the date made. Regions assumes no obligation to update or revise any forward-looking statements that are made from time to time.

Use of non-GAAP financial measures

Page one of this earnings release presents a computation of earnings and earnings per diluted share excluding discontinued operations and merger charges (non-GAAP). Merger charges and discontinued operations are included in financial results presented in accordance with generally accepted accounting principles (GAAP). Regions believes the exclusion of merger charges in expressing earnings and certain other financial measures provides a meaningful basis 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 merger charges to be relevant to ongoing operating results. Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied, and are not audited. Regions has policies in place to address expenses that qualify as merger charges and procedures in place to approve and segregate merger charges from other normal operating expenses to ensure that the Company’s operating results are properly reflected for period-to-period comparisons. See page 17 of the supplement to this earnings release for computations of earnings and certain other GAAP financial measures and corresponding reconciliation to non-GAAP financial measures, which exclude discontinued operations and merger charges for the periods presented.

EX-99.2

EXHIBIT 99.2

FINANCIAL SUPPLEMENT TO THIRD QUARTER 2007 EARNINGS RELEASE

Summary

Quarterly earnings of $0.56 per diluted share (GAAP); excluding $0.08 in merger charges, earnings were $0.64 (non-GAAP - see page 17 for additional details)

• Primary drivers of earnings include a solid quarter for Morgan Keegan, controlled expenses and accelerated merger cost saves

Conservative risk culture buffers against industry credit issues

• Subprime loan exposure approximately 1/10th of 1 percent of total loans

• No negative amortizing mortgages

• No option ARMs

• Insignificant subprime-backed or high risk investment securities

Merger integration goals ahead of schedule; branch conversions to be completed by year-end

• Completed two key conversion events during the quarter

• Converted all Alabama and Florida branches (633) in July

• Converted the Regions Morgan Keegan trust system in September

• Due to the success of the first branch conversion, remaining branch conversion schedule accelerated and will be completed by year-end 2007

Morgan Keegan reports continued solid results

• Net income of $45.2 million on $318.4 million in revenues in 3Q07

• Strong commission income on high trading volumes

• Equity investment banking M&A-related deal flow was good

Banking environment remains challenging

• Average loans up 1% linked-quarter, annualized

• Average low-cost deposits down 5%, linked-quarter, annualized

• Net interest margin of 3.74% for 3Q07, down 8 bps linked-quarter, due mostly to funding of a tax deposit, which lowered tax expense, and a decline in low-cost deposits

Credit costs, while higher, remain at reasonable levels

• Net charge-offs of $63.1 million, or an annualized 0.27 percent of average loans, an increase of 4 bps linked-quarter

• Non-performing assets remained steady at $588.3 million or 0.62% of loans

• Adherence to strong underwriting standards evident in loss experience

• Net charge-offs expected to rise gradually in coming quarters as credit cycle turns

• Allowance for credit losses as a percentage of loans remained flat linked-quarter at 1.19%

Cost saves continue to exceed expectations

• Realized $102 million in merger cost saves during 3Q07, bringing the year-to-date total to $237 million

• Realization of cost saves accelerated into 2007. New 2007 target is $300 million; full run-rate of $500 million by 2Q08 remains unchanged.

• Pre-tax merger-related charges of $91.8 million in 3Q07

Share repurchases continue; capital position remains strong

• Regions repurchased 6.5 million of its common shares in 3Q07, leaving 27.6 million shares under repurchase authorizations at September 30, 2007

• Tangible equity to tangible assets of 6.02 percent at September 30, 2007, compared to 6.09 as of June 30, 2007

FINANCIAL SUPPLEMENT TO

THIRD QUARTER 2007 EARNINGS RELEASE

PAGE 2

Regions Financial Corporation and Subsidiaries

Consolidated Balance Sheets (1)

(Unaudited)

($ amounts in thousands)	9/30/07			6/30/07			3/31/07			12/31/06			9/30/06
Assets:
Cash and due from banks	$	2,902,340		$	2,796,196		$	2,991,232		$	3,550,742		$	2,055,137
Interest-bearing deposits in other banks		29,895			73,963			37,365			270,601			38,981
Federal funds sold and securities purchased under agreements to resell		706,378			1,158,771			1,154,994			896,075			913,076
Trading account assets		1,355,007			1,606,130			1,490,374			1,442,994			1,438,427
Securities available for sale		16,957,077			17,414,407			18,361,050			18,514,332			12,425,555
Securities held to maturity		49,559			44,452			46,008			47,728			30,033
Loans held for sale		792,142			1,596,425			1,175,650			3,308,064			1,824,687
Loans held for sale - divestitures		—			—			—			1,612,237			—
Margin receivables		525,953			590,811			555,580			570,063			581,558
Loans, net of unearned income		94,373,632			94,014,488			94,168,260			94,550,602			59,477,905
Allowance for loan losses		(1,070,716	)		(1,061,873	)		(1,056,260	)		(1,055,953	)		(778,465	)
Net loans		93,302,916			92,952,615			93,112,000			93,494,649			58,699,440
Premises and equipment, net		2,473,339			2,422,256			2,372,800			2,398,494			1,097,616
Interest receivable		664,974			626,514			627,918			666,410			456,978
Excess purchase price		11,453,078			11,243,287			11,191,675			11,175,647			4,967,799
Mortgage servicing rights (MSRs)		377,201			400,056			367,222			374,871			407,740
Other identifiable intangible assets		804,328			809,827			914,410			957,834			287,437
Other assets		5,841,002			3,886,762			3,669,790			4,088,280			1,755,627
Total Assets	$	138,235,189		$	137,622,472		$	138,068,068		$	143,369,021		$	86,980,091
Liabilities and Stockholders’ Equity:
Deposits:
Non-interest-bearing	$	18,834,856		$	19,136,419		$	19,942,928		$	20,175,482		$	12,570,051
Non-interest-bearing - divestitures		—			—			—			533,295			—
Interest-bearing		74,605,074			75,919,972			75,393,720			78,281,120			49,599,494
Interest-bearing - divestitures		—			—			—			2,238,072			—
Total deposits		93,439,930			95,056,391			95,336,648			101,227,969			62,169,545
Borrowed funds:
Short-term borrowings:
Federal funds purchased and securities sold under agreements to repurchase		8,063,739			8,207,250			8,159,929			7,676,254			4,943,568
Other short-term borrowings		1,727,346			1,882,114			2,356,205			1,990,817			1,368,480
Total short-term borrowings		9,791,085			10,089,364			10,516,134			9,667,071			6,312,048
Long-term borrowings		10,817,491			9,287,926			8,593,117			8,642,649			5,490,404
Total borrowed funds		20,608,576			19,377,290			19,109,251			18,309,720			11,802,452
Other liabilities		4,340,334			3,492,404			3,308,003			3,129,878			1,965,191
Total Liabilities		118,388,840			117,926,085			117,753,902			122,667,567			75,937,188
Stockholders’ equity:
Common stock		7,346			7,344			7,320			7,303			4,813
Additional paid in capital		16,527,540			16,500,425			16,447,358			16,339,726			7,466,180
Undivided profits		4,632,033			4,489,078			4,289,354			4,493,245			4,547,845
Treasury stock		(1,270,922	)		(1,063,779	)		(368,837	)		(7,548	)		(888,282	)
Accumulated other comprehensive loss		(49,648	)		(236,681	)		(61,029	)		(131,272	)		(87,653	)
Total Stockholders’ Equity		19,846,349			19,696,387			20,314,166			20,701,454			11,042,903
Total Liabilities & SE	$	138,235,189		$	137,622,472		$	138,068,068		$	143,369,021		$	86,980,091

(1) Regions Financial Corporation and AmSouth Bancorporation merged effective November 4, 2006. The merger was accounted for as a purchase of AmSouth by Regions. As a result, periods ending prior to November 4, 2006, reflect legacy Regions data on a stand-alone basis.

FINANCIAL SUPPLEMENT TO

THIRD QUARTER 2007 EARNINGS RELEASE

PAGE 3

Regions Financial Corporation and Subsidiaries

Consolidated Statements of Income (1)

(Unaudited)

	Quarter Ended
($ amounts in thousands, except per share data)	9/30/07			6/30/07			3/31/07			12/31/06			9/30/06
Interest income on:
Loans, including fees	$	1,742,172		$	1,734,278		$	1,773,404		$	1,587,494		$	1,129,013
Securities:
Taxable		210,932			218,123			224,319			200,917			143,118
Tax-exempt		10,020			10,831			11,048			9,807			7,852
Total securities		220,952			228,954			235,367			210,724			150,970
Loans held for sale		12,302			21,363			48,342			35,935			11,890
Federal funds sold and securities purchased under agreements to resell		18,154			17,162			16,373			15,877			13,505
Trading account assets		10,271			15,785			15,620			22,608			12,519
Margin receivables		8,754			9,289			9,610			9,576			9,767
Time deposits in other banks		515			649			1,179			1,376			637
Total interest income		2,013,120			2,027,480			2,099,895			1,883,590			1,328,301
Interest expense on:
Deposits		673,585			677,239			687,459			597,255			411,178
Short-term borrowings		115,092			116,637			120,661			102,984			66,315
Long-term borrowings		144,662			128,269			122,737			123,199			84,429
Total interest expense		933,339			922,145			930,857			823,438			561,922
Net interest income		1,079,781			1,105,335			1,169,038			1,060,152			766,379
Provision for loan losses		90,000			60,000			47,000			59,825			24,914
Net interest income after provision for loan losses		989,781			1,045,335			1,122,038			1,000,327			741,465
Non-interest income:
Brokerage and investment banking		209,413			207,372			186,195			199,697			144,093
Service charges on deposit accounts		288,296			297,638			284,097			247,591			166,555
Trust department income		62,449			64,590			63,482			51,510			36,366
Mortgage income		29,806			40,830			37,021			44,134			43,637
Securities gains (losses), net		23,994			(32,806	)		304			(20	)		8,104
Other		115,186			119,177			125,813			94,657			62,628
Total non-interest income		729,144			696,801			696,912			637,569			461,383
Non-interest expense:
Salaries and employee benefits		581,425			602,646			608,939			606,165			398,848
Net occupancy expense		120,753			93,175			93,531			90,968			52,675
Furniture and equipment expense		74,127			74,048			72,809			59,306			32,922
Impairment (recapture) of MSR’s		20,000			(38,000	)		1,000			27,000			8,000
Other		349,089			325,866			332,687			307,761			195,906
Total non-interest expense (2)		1,145,394			1,057,735			1,108,966			1,091,200			688,351
Income before income taxes from continuing operations		573,531			684,401			709,984			546,696			514,497
Income taxes		179,291			230,669			235,908			174,701			156,575
Income from continuing operations		394,240			453,732			474,076			371,995			357,922
(Loss) income from discontinued operations before income taxes		(122	)		(682	)		(215,818	)		(17,718	)		(10,442	)
Income tax (benefit) expense from discontinued operations		(46	)		(259	)		(74,723	)		(7,274	)		(4,177	)
(Loss) income from discontinued operations, net of tax		(76	)		(423	)		(141,095	)		(10,444	)		(6,265	)
Net income	$	394,164		$	453,309		$	332,981		$	361,551		$	351,657
Weighted-average shares outstanding —during quarter:
Basic (3)		700,589			709,322			726,921			638,830			454,441
Diluted (3)		704,485			715,564			734,534			646,372			458,903
Actual shares outstanding —end of quarter (3)		697,332			704,398			721,825			730,076			455,067
Earnings per share from continuing operations (4):
Basic	$	0.56		$	0.64		$	0.65		$	0.58		$	0.79
Diluted	$	0.56		$	0.63		$	0.65		$	0.58		$	0.78
Earnings per share from discontinued operations (4):
Basic	$	0.00		$	0.00		$	(0.19	)	$	(0.02	)	$	(0.01	)
Diluted	$	0.00		$	0.00		$	(0.19	)	$	(0.02	)	$	(0.01	)
Earnings per share (4):
Basic	$	0.56		$	0.64		$	0.46		$	0.57		$	0.77
Diluted	$	0.56		$	0.63		$	0.45		$	0.56		$	0.77
Cash dividends declared per share (5)	$	0.36		$	0.36		$	0.36		$	0.35		$	0.35
Taxable equivalent net interest income from continuing operations	$	1,086,575		$	1,111,969		$	1,175,546		$	1,094,092		$	794,940

See notes to the Consolidated Statements of Income on page 5.

FINANCIAL SUPPLEMENT TO

THIRD QUARTER 2007 EARNINGS RELEASE

PAGE 4

Regions Financial Corporation and Subsidiaries

Consolidated Statements of Income (1)

(Unaudited)

	Nine Months Ended September 30
($ amounts in thousands, except per share data)	2007			2006
Interest income on:
Loans, including fees	$	5,249,854		$	3,205,412
Securities:
Taxable		653,374			405,748
Tax-exempt		31,899			23,872
Total securities		685,273			429,620
Loans held for sale		82,007			33,508
Federal funds sold and securities purchased under agreements to resell		51,689			35,568
Trading account assets		41,676			31,930
Margin receivables		27,653			27,965
Time deposits in other banks		2,343			1,524
Total interest income		6,140,495			3,765,527
Interest expense on:
Deposits		2,038,283			1,082,912
Short-term borrowings		352,390			172,513
Long-term borrowings		395,668			261,953
Total interest expense		2,786,341			1,517,378
Net interest income		3,354,154			2,248,149
Provision for loan losses		197,000			82,548
Net interest income after provision for loan losses		3,157,154			2,165,601
Non-interest income:
Brokerage and investment banking		602,980			469,751
Service charges on deposit accounts		870,031			474,407
Trust department income		190,521			106,651
Mortgage income		107,657			134,554
Securities gains (losses), net		(8,508	)		8,143
Other		360,176			198,645
Total non-interest income		2,122,857			1,392,151
Non-interest expense:
Salaries and employee benefits		1,793,010			1,253,686
Net occupancy expense		307,459			163,659
Furniture and equipment expense		220,984			98,592
Impairment (recapture) of MSR’s		(17,000	)		(11,000	)
Other		1,007,642			607,889
Total non-interest expense (2)		3,312,095			2,112,826
Income before income taxes from continuing operations		1,967,916			1,444,926
Income taxes		645,868			444,400
Income from continuing operations		1,322,048			1,000,526
(Loss) income from discontinued operations before income taxes		(216,622	)		(14,888	)
Income tax (benefit) expense from discontinued operations		(75,028	)		(5,956	)
(Loss) income from discontinued operations, net of tax		(141,594	)		(8,932	)
Net income	$	1,180,454		$	991,594
Weighted-average shares outstanding—year-to-date:
Basic (3)		712,181			455,463
Diluted (3)		718,084			460,018
Actual shares outstanding—end of quarter (3)		697,332			455,067
Earnings per share from continuing operations (4):
Basic	$	1.86		$	2.20
Diluted	$	1.84		$	2.17
Earnings per share from discontinued operations (4):
Basic	$	(0.20	)	$	(0.02	)
Diluted	$	(0.20	)	$	(0.02	)
Earnings per share (4):
Basic	$	1.66		$	2.18
Diluted	$	1.64		$	2.16
Cash dividends declared per share	$	1.08		$	1.05
Taxable equivalent net interest income from continuing operations	$	3,386,057		$	2,329,398

See notes to the Consolidated Statements of Income on page 5.

FINANCIAL SUPPLEMENT TO

THIRD QUARTER 2007 EARNINGS RELEASE

PAGE 5

(1) Regions Financial Corporation and AmSouth Bancorporation merged effective November 4, 2006. The merger was accounted for as a purchase of AmSouth by Regions. As a result, periods ending prior to November 4, 2006, reflect legacy Regions data on a stand-alone basis.

(2) Merger-related charges total $91.8 million in 3Q07, $59.9 million in 2Q07, $49.0 million in 1Q07, and $87.6 million in 4Q06. For the year-to-date 2007, $200.7 million are included in non-interest expense. See pages 12 and 17 for additional detail.

(3) On November 4, 2006, 277 million shares were issued in the AmSouth transaction; as a result, the weighted-average shares outstanding calculation for the 4Q06 includes approximately one month of pre-AmSouth merger share count and two months of post-AmSouth merger share count.

(4) Certain per share amounts may not appear to reconcile due to rounding.

(5) In 4Q06, in addition to the dividend paid, the Board of Directors declared a $0.36 per share dividend payable January 2, 2007, representing an acceleration of Regions’ previously existing dividend schedule beginning with the 2007 dividends paid.

FINANCIAL SUPPLEMENT TO

THIRD QUARTER 2007 EARNINGS RELEASE

PAGE 6

Regions Financial Corporation and Subsidiaries

Consolidated Average Daily Balances and Yield/Rate Analysis Including Discontinued Operations (1) (2)

															Quarter Ended
	9/30/07							6/30/07							3/31/07							12/31/06							9/30/06
($ amounts in thousands; yields on taxable-equivalent basis)	Average Balance			Income/ Expense		Yield/ Rate		Average Balance			Income/ Expense		Yield/ Rate		Average Balance			Income/ Expense		Yield/ Rate		Average Balance			Income/ Expense		Yield/ Rate		Average Balance			Income/ Expense		Yield/ Rate
Assets
Interest-earning assets:
Interest-bearing deposits in other banks	$	51,740		$	515	3.95	%	$	39,767		$	649	6.55	%	$	80,520		$	1,179	5.94	%	$	125,467		$	1,376	4.35	%	$	41,821		$	637	6.04	%
Federal funds sold and securities purchased under agreement to resell		1,141,666			18,154	6.31	%		1,124,636			17,162	6.12	%		1,061,976			16,373	6.25	%		1,098,535			15,878	5.73	%		937,005			13,504	5.72	%
Trading account assets		1,213,485			10,385	3.40	%		1,555,939			15,963	4.12	%		1,475,097			15,911	4.37	%		1,419,868			23,168	6.47	%		1,130,260			12,667	4.45	%
Securities:
Taxable		16,545,332			210,932	5.06	%		17,245,705			218,123	5.07	%		17,748,027			224,319	5.13	%		16,263,163			201,354	4.91	%		11,612,748			143,483	4.90	%
Tax-exempt		722,663			15,235	8.36	%		737,522			16,430	8.94	%		763,297			16,786	8.92	%		648,747			14,540	8.89	%		397,160			12,003	11.99	%
Loans held for sale		779,918			12,303	6.26	%		1,323,479			21,363	6.47	%		3,427,285			67,196	7.95	%		2,689,490			50,113	7.39	%		2,263,608			45,416	7.96	%
Loans held for sale-divestitures		—			—	—			—			—	—			1,150,548			21,520	7.59	%		1,042,964			20,087	7.64	%		—			—	—
Margin receivables		521,497			8,754	6.66	%		532,037			9,289	7.00	%		554,896			9,610	7.02	%		540,805			9,576	7.03	%		553,946			9,767	7.00	%
Loans, net of unearned income		94,309,811			1,743,636	7.34	%		94,051,511			1,735,135	7.40	%		94,338,760			1,745,475	7.50	%		83,058,620			1,591,768	7.60	%		59,111,355			1,130,704	7.59	%
Total interest-earning assets		115,286,112		$	2,019,914	6.95	%		116,610,596		$	2,034,114	7.00	%		120,600,406		$	2,118,369	7.12	%		106,887,659		$	1,927,860	7.16	%		76,047,903		$	1,368,181	7.14	%
Allowance for loan losses		(1,062,432	)						(1,056,832	)						(1,061,769	)						(985,310	)						(780,715	)
Cash and due from banks		2,751,656							2,803,967							3,010,446							2,605,261							1,959,441
Other assets		19,901,093							19,180,861							19,414,608							16,070,226							9,749,193
	$	136,876,429						$	137,538,592						$	141,963,691						$	124,577,836						$	86,975,822
Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Savings accounts	$	3,756,311		$	2,795	0.30	%	$	3,861,380		$	2,884	0.30	%	$	3,905,299		$	2,964	0.31	%	$	3,572,985		$	3,097	0.34	%	$	2,988,548		$	3,053	0.41	%
Interest-bearing transaction accounts		15,268,807			79,618	2.07	%		15,816,958			84,334	2.14	%		16,113,504			83,343	2.10	%		13,338,852			62,898	1.87	%		9,187,008			35,127	1.52	%
Money market accounts		23,853,236			214,371	3.57	%		23,542,158			206,100	3.51	%		22,558,401			190,814	3.43	%		19,734,554			168,029	3.38	%		12,875,034			105,756	3.26	%
Certificates of deposit of $100,000 or more		10,872,861			133,290	4.86	%		12,443,318			152,413	4.91	%		13,271,108			155,935	4.77	%		12,045,318			142,757	4.70	%		8,297,133			97,633	4.67	%
Other interest-bearing deposit accounts		21,337,142			243,511	4.53	%		20,686,433			231,508	4.49	%		22,356,006			242,312	4.40	%		19,572,951			208,500	4.23	%		15,875,539			169,610	4.24	%
Interest-bearing deposits- divestitures		—			—	—			—			—	—			1,517,504			12,091	3.23	%		1,450,645			11,974	3.27	%		—			—	—
Total interest-bearing deposits		75,088,357			673,585	3.56	%		76,350,247			677,239	3.56	%		79,721,822			687,459	3.50	%		69,715,305			597,255	3.40	%		49,223,262			411,179	3.31	%
Federal funds purchased and securities sold under agreement to repurchase		8,121,636			98,522	4.81	%		7,461,579			90,460	4.86	%		8,174,934			96,303	4.78	%		7,333,018			87,816	4.75	%		4,806,594			56,898	4.70	%
Other short-term borrowings		1,598,989			16,570	4.11	%		2,251,296			26,177	4.66	%		2,213,107			24,358	4.46	%		1,539,329			15,169	3.91	%		927,313			9,416	4.03	%
Long-term borrowings		10,085,073			144,662	5.69	%		9,014,112			128,269	5.71	%		8,606,381			122,737	5.78	%		8,159,959			123,199	5.99	%		5,810,710			84,428	5.76	%
Total interest-bearing liabilities		94,894,055		$	933,339	3.90	%		95,077,234		$	922,145	3.89	%		98,716,244		$	930,857	3.82	%		86,747,611		$	823,439	3.77	%		60,767,879		$	561,921	3.67	%
Non-interest-bearing deposits		18,850,607							19,233,146							19,694,403							17,535,467							12,482,899
Other liabilities		3,338,644							3,187,936							3,100,313							3,108,830							2,847,404
Stockholders’ equity		19,793,123							20,040,276							20,452,731							17,185,928							10,877,640
	$	136,876,429						$	137,538,592						$	141,963,691						$	124,577,836						$	86,975,822
Net interest income/margin FTE basis				$	1,086,575	3.74	%				$	1,111,969	3.82	%				$	1,187,512	3.99	%				$	1,104,421	4.10	%				$	806,260	4.21	%

(1) Regions Financial Corporation and AmSouth Bancorporation merged effective November 4, 2006. The merger was accounted for as a purchase of AmSouth by Regions. As a result, periods ending prior to November 4, 2006, reflect legacy Regions data on a stand-alone basis.

(2) Certain amounts in prior periods have been reclassified to reflect current period presentation.

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THIRD QUARTER 2007 EARNINGS RELEASE

PAGE 7

Regions Financial Corporation and Subsidiaries

Consolidated Average Daily Balances and Yield/Rate Analysis (1)

($ amounts in thousands; yields on taxable equivalent basis)

	Nine Months September 30
	2007							2006
	Average Balance			Revenue/ Expense		Yield/ Rate		Average Balance			Revenue/ Expense		Yield/ Rate
Assets
Interest-earning assets:
Interest-bearing deposits in other banks	$	57,237		$	2,343	5.47	%	$	44,310		$	1,524	4.60	%
Federal funds sold and securities purchased under agreement to resell		1,109,718			51,689	6.23	%		914,821			35,568	5.20	%
Trading account assets		1,413,882			42,259	4.00	%		1,008,569			32,574	4.32	%
Securities:
Taxable securities		17,175,282			653,374	5.09	%		11,417,447			406,816	4.76	%
Tax-exempt		741,012			48,452	8.74	%		409,767			36,421	11.88	%
Loans held for sale		1,833,863			100,861	7.35	%		2,150,833			126,559	7.87	%
Loans held for sale-divestitures		379,302			21,520	7.59	%		—			—	—
Margin receivables		536,021			27,653	6.90	%		548,760			27,965	6.81	%
Loans, net of unearned income		94,233,255			5,224,248	7.41	%		58,600,990			3,214,163	7.33	%
Total interest-earning assets		117,479,572			6,172,399	7.02	%		75,095,497			3,881,590	6.91	%
Allowance for loan losses		(1,060,347	)						(782,596	)
Cash and due from banks		2,854,408							2,001,710
Other non-earning assets		19,500,636							9,787,734
	$	138,774,269						$	86,102,345
Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Savings accounts	$	3,840,451		$	8,643	0.30	%	$	3,081,155		$	9,259	0.40	%
Interest-bearing transaction accounts		15,729,996			247,296	2.10	%		9,763,915			105,422	1.44	%
Money market accounts		23,322,675			611,285	3.50	%		12,277,398			270,730	2.95	%
Certificates of deposit of $100,000 or more		12,186,977			441,636	4.85	%		7,780,404			252,087	4.33	%
Other interest-bearing deposit accounts		21,456,129			717,332	4.47	%		15,133,773			445,414	3.94	%
Interest-bearing deposits - divestitures		500,276			12,091	3.23	%		—			—	—
Total interest-bearing deposits		77,036,504			2,038,283	3.54	%		48,036,645			1,082,912	3.01	%
Federal funds purchased and securities sold under agreement to repurchase		7,919,188			285,285	4.82	%		4,430,637			145,392	4.39	%
Other short-term borrowings		2,018,881			67,105	4.44	%		937,539			27,121	3.87	%
Long-term borrowings		9,240,605			395,668	5.72	%		6,416,037			261,953	5.46	%
Total interest-bearing liabilities		96,215,178			2,786,341	3.87	%		59,820,858			1,517,378	3.39	%
Non-interest bearing deposits		19,256,294							12,762,560
Other liabilities		3,209,836							2,773,706
Stockholders’ equity		20,092,961							10,745,221
	$	138,774,269						$	86,102,345
Net interest income/margin FTE basis				$	3,386,058	3.85	%				$	2,364,212	4.21	%

(1) Regions Financial Corporation and AmSouth Bancorporation merged effective November 4, 2006. The merger was accounted for as a purchase of AmSouth by Regions. As a result, periods ending prior to November 4, 2006, reflect legacy Regions data on a stand-alone basis.

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THIRD QUARTER 2007 EARNINGS RELEASE

PAGE 8

Regions Financial Corporation and Subsidiaries

Selected Ratios (1)

	As of and for Quarter Ended
	9/30/07			6/30/07			3/31/07			12/31/06			9/30/06
Return on average assets*		1.14	%		1.32	%		0.95	%		1.15	%		1.60	%
Return on average assets ex. merger charges and discontd. ops.* (2)		1.31	%		1.43	%		1.46	%		1.39	%		1.66	%
Return on average equity*		7.90	%		9.07	%		6.60	%		8.35	%		12.83	%
Return on average equity ex. merger charges and discontd. ops.* (2)		9.03	%		9.82	%		10.05	%		10.04	%		13.24	%
Return on average tangible equity*		20.14	%		22.89	%		16.29	%		19.59	%		24.93	%
Return on average tangible eq. ex. merger charges and discontd. ops.* (2)		23.03	%		24.79	%		24.96	%		23.84	%		26.10	%
Stockholders’ equity per share	$	28.46		$	27.96		$	28.14		$	28.36		$	24.27
Stockholders’ equity to total assets		14.36	%		14.31	%		14.71	%		14.44	%		12.70	%
Tangible stockholders’ equity to tangible assets		6.02	%		6.09	%		6.52	%		6.53	%		7.08	%
Allowance for credit losses as a percentage of loans, net of unearned income (3)		1.19	%		1.19	%		1.18	%		1.17	%		1.31	%
Allowance for loan losses as a percentage of loans, net of unearned income		1.13	%		1.13	%		1.12	%		1.12	%		1.31	%
Net interest margin (FTE)		3.74	%		3.82	%		3.99	%		4.10	%		4.21	%
Loans, net of unearned income, to total deposits		101.00	%		98.90	%		98.77	%		93.40	%		95.67	%
Net charge-offs as a percentage of average loans*		0.27	%		0.23	%		0.20	%		0.27	%		0.16	%
Total non-performing assets (excluding loans 90 days past due) as a percentage of loans and other real estate		0.62	%		0.62	%		0.45	%		0.40	%		0.52	%
Total non-performing assets (including loans 90 days past due) as a percentage of loans and other real estate		0.97	%		0.84	%		0.67	%		0.55	%		0.66	%

* Annualized

(1) Regions Financial Corporation and AmSouth Bancorporation merged effective November 4, 2006. The merger was accounted for as a purchase of AmSouth by Regions. As a result, periods ending prior to November 4, 2006, reflect legacy Regions data on a stand-alone basis.

(2) Non-GAAP measurements in 3Q07, 2Q07, 1Q07, and 4Q06 due to exclusion of merger charges; see page 17 for reconciliation to GAAP Financial Measures.

(3) 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.

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THIRD QUARTER 2007 EARNINGS RELEASE

PAGE 9

Loans (1)(2)

	Loan Portfolio - Period End Data
($ amounts in thousands)	9/30/07		6/30/07		3/31/07		12/31/06		9/30/06		9/30/07 vs. 6/30/2007*
Commercial	$	23,565,882	$	25,123,355	$	24,188,205	$	24,145,411	$	16,155,841	$	(1,557,473	)	-24.6	%
Real estate- mortgage		35,337,366		33,646,480		34,505,573		35,230,343		23,534,691		1,690,886		19.9	%
Real estate- construction		14,237,083		14,311,192		14,357,801		14,121,030		8,730,822		(74,109	)	-2.1	%
Home equity lending		14,835,319		14,819,443		14,845,348		14,888,599		7,529,539		15,876		0.4	%
Indirect lending		4,015,142		4,052,637		4,050,317		4,037,539		1,324,017		(37,495	)	-3.7	%
Other consumer		2,382,840		2,061,381		2,221,016		2,127,680		2,202,995		321,459		61.9	%
	$	94,373,632	$	94,014,488	$	94,168,260	$	94,550,602	$	59,477,905	$	359,144		1.5	%
	Loan Portfolio - Average Balances
($ amounts in thousands)	3Q07		2Q07		1Q07		4Q06		3Q06		3Q07 vs. 2Q07*
Commercial	$	24,146,621	$	24,623,331	$	24,094,090	$	21,242,803	$	15,932,108	$	(476,710	)	-7.7	%
Real estate- mortgage		34,923,454		34,060,372		34,922,144		31,361,533		23,685,891		863,082		10.1	%
Real estate- construction		14,232,360		14,295,420		14,221,432		12,289,921		8,435,465		(63,060	)	-1.8	%
Home equity lending		14,774,085		14,836,871		14,858,209		12,402,944		7,550,011		(62,786	)	-1.7	%
Indirect lending		4,044,072		4,059,108		4,007,349		3,141,590		1,336,290		(15,036	)	-1.5	%
Other consumer		2,189,219		2,176,409		2,235,536		2,619,829		2,171,590		12,810		2.3	%
	$	94,309,811	$	94,051,511	$	94,338,760	$	83,058,620	$	59,111,355	$	258,300		1.1	%

(1) Regions Financial Corporation and AmSouth Bancorporation merged effective November 4, 2006. The merger was accounted for as a purchase of AmSouth by Regions. As a result, periods ending prior to November 4, 2006, reflect legacy Regions data on a stand-alone basis.

(2) Certain amounts in prior periods have been reclassified to reflect current period presentation.

* Linked-quarter percentage changes are presented on an annualized basis.

• Linked-quarter loan classification comparisons have been impacted by 3Q07 conversion-related re-mapping.

• Strong home equity production offset by equally high paydowns. Pace of paydowns beginning to slow.

• $1.6 billion of loans were reclassified to held-for-sale in 4Q06 in connection with the 52 branches that were divested in 1Q07.

• The AmSouth transaction added $36.5 billion of loans in 4Q06.

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THIRD QUARTER 2007 EARNINGS RELEASE

PAGE 10

Deposits (1)(2)

	Deposit Portfolio - Period End Data
($ amounts in thousands)	9/30/07		6/30/07		3/31/07		12/31/06		9/30/06		9/30/07 vs. 6/30/2007*
Interest-Free Deposits	$	18,834,856	$	19,136,419	$	19,942,928	$	20,175,482	$	12,570,051	$	(301,563	)	-6.3	%
Interest-Bearing Checking		15,208,224		15,685,340		16,426,436		15,899,813		8,513,908		(477,116	)	-12.1	%
Savings		3,692,087		3,795,701		3,937,346		3,882,533		2,908,930		(103,614	)	-10.8	%
Money Market		23,501,476		23,926,358		23,057,284		22,802,258		13,882,716		(424,882	)	-7.0	%
Total Low-Cost Deposits, excluding divestitures		61,236,643		62,543,818		63,363,994		62,760,086		37,875,605		(1,307,175	)	-8.3	%
Divestitures - Interest-Free		—		—		—		533,295		—		—		NM
Divestitures - Other Low-Cost		—		—		—		1,177,671		—		—		NM
Total Low-Cost Deposits		61,236,643		62,543,818		63,363,994		64,471,052		37,875,605		(1,307,175	)	-8.3	%
CD’s < $100K		14,434,255		14,693,540		14,985,322		15,104,520		11,055,918		(259,285	)	-7.0	%
CD’s > $100K		10,076,459		11,602,951		12,979,072		12,776,086		9,124,935		(1,526,492	)	-52.2	%
Other Interest-Bearing Deposits		7,692,573		6,216,082		4,008,261		7,815,910		4,113,087		1,476,491		94.2	%
Divestitures - Time		—		—		—		1,060,401		—		—		NM
	$	93,439,930	$	95,056,391	$	95,336,648	$	101,227,969	$	62,169,545	$	(1,616,461	)	-6.7	%
	Deposit Portfolio - Average Balances
($ amounts in thousands)	3Q07		2Q07		1Q07		4Q06		3Q06		3Q07 vs. 2Q07*
Interest-Free Deposits	$	18,850,607	$	19,233,146	$	19,324,381	$	17,175,508	$	12,482,899	$	(382,539	)	-7.9	%
Interest-Bearing Checking		15,268,807		15,816,958		16,113,504		13,338,852		9,187,008		(548,151	)	-13.7	%
Savings		3,756,311		3,861,380		3,905,299		3,572,985		2,988,548		(105,069	)	-10.8	%
Money Market		23,853,236		23,542,158		22,558,401		19,734,554		12,875,034		311,078		5.2	%
Total Low-Cost Deposits, excluding divestitures		61,728,961		62,453,642		61,901,585		53,821,899		37,533,489		(724,681	)	-4.6	%
Divestitures - Interest-Free		—		—		370,022		359,957		—		—		NM
Divestitures - Other Low-Cost		—		—		796,266		763,757		—		—		NM
Total Low-Cost Deposits		61,728,961		62,453,642		63,067,873		54,945,613		37,533,489		(724,681	)	-4.6	%
CD’s < $100K		14,600,278		14,773,277		15,124,475		13,758,120		11,068,375		(172,999	)	-4.6	%
CD’s > $100K		10,872,861		12,443,318		13,271,108		12,045,318		8,297,133		(1,570,457	)	-50.1	%
Other Interest-Bearing Deposits		6,736,864		5,913,156		7,231,531		5,814,833		4,807,164		823,708		55.3	%
Divestitures - Time		—		—		721,238		686,891		—		—		NM
	$	93,938,964	$	95,583,393	$	99,416,225	$	87,250,775	$	61,706,161	$	(1,644,429	)	-6.8	%

(1) Regions Financial Corporation and AmSouth Bancorporation merged effective November 4, 2006. The merger was accounted for as a purchase of AmSouth by Regions. As a result, periods ending prior to November 4, 2006, reflect legacy Regions data on a stand-alone basis.

(2) Certain amounts in prior periods have been reclassified to reflect current period presentation.

* Linked-quarter percentage changes are presented on an annualized basis.

• Average money market accounts grew 5.2%, linked-quarter, annualized, due to efforts to shift funds from higher-rate CD’s into lower-cost funding instruments.

• CD’s greater than $100K continued to decline linked-quarter due to CD’s maturing that were not replaced.

• Changes in other interest-bearing deposits are primarily related to changes in wholesale funding strategy.

• $2.8 billion of deposits were reclassified to held-for-sale in 4Q06 in connection with the 52 branches that were divested in 1Q07.

• The AmSouth transaction added $37.6 billion of deposits in 4Q06.

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PAGE 11

Operating Revenue from Continuing Operations (1)(2)

	Revenue
($ amounts in thousands)	3Q07		2Q07		1Q07		4Q06		3Q06		3Q07 vs. 2Q07*
Net Interest Income (TE basis)	$	1,086,575	$	1,111,969	$	1,175,546	$	1,094,092	$	794,940	$	(25,394	)	-9.1	%
Non-Interest Income (excl. sec. gains/losses)		705,150		729,607		696,608		637,589		453,279		(24,457	)	-13.3	%
Total Revenue (excl. sec. gains/losses, TE basis)	$	1,791,725	$	1,841,576	$	1,872,154	$	1,731,681	$	1,248,219	$	(49,851	)	-10.7	%

(1) Regions Financial Corporation and AmSouth Bancorporation merged effective November 4, 2006. The merger was accounted for as a purchase of AmSouth by Regions. As a result, periods ending prior to November 4, 2006, reflect legacy Regions data on a stand-alone basis.

(2) Certain amounts in prior periods have been reclassified to reflect current period presentation.

* Linked-quarter percentage changes are presented on an annualized basis.

• Net interest margin of 3.74% in 3Q07 compared to 3.82% in 2Q07

• Regions’ balance sheet is neutrally positioned as of September 30, 2007.

• Fee income, excluding securities gains/losses, declined linked-quarter, due in large part to lower service charge fees, and mortgage revenues.

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PAGE 12

Non-Interest Income and Expense from Continuing Operations (1)(2)

	Non-interest Income and Expense
Non-interest Income ($ amounts in thousands)	3Q07		2Q07			1Q07		4Q06			3Q06		3Q07 vs. 2Q07*
Brokerage and investment banking	$	209,413	$	207,372		$	186,195	$	199,697		$	144,093	$	2,041		3.9	%
Service charges on deposit accounts		288,296		297,638			284,097		247,591			166,555		(9,342	)	-12.5	%
Trust department income		62,449		64,590			63,482		51,510			36,366		(2,141	)	-13.2	%
Mortgage income		29,806		40,830			37,021		44,134			43,637		(11,024	)	-107.1	%
Securities gains (losses), net		23,994		(32,806	)		304		(20	)		8,104		56,800		NM
Insurance premiums & commissions		23,340		25,476			27,229		21,556			21,330		(2,136	)	-33.3	%
Commercial credit fee income		29,217		18,971			20,574		24,477			18,563		10,246		214.3	%
Other		62,629		74,730			78,010		48,624			22,735		(12,101	)	-64.2	%
Total non-interest income	$	729,144	$	696,801		$	696,912	$	637,569		$	461,383	$	32,343		18.4	%
Non-interest Expense** ($ amounts in thousands)	3Q07		2Q07			1Q07		4Q06			3Q06		3Q07 vs. 2Q07*
Salaries and employee benefits	$	566,614	$	579,599		$	585,408	$	540,510		$	398,810	$	(12,985	)	-8.9	%
Net occupancy expense		99,325		88,490			89,701		87,495			52,675		10,835		48.6	%
Furniture and equipment expense		72,185		73,056			72,564		58,879			32,922		(871	)	-4.7	%
Impairment (recapture) of MSR’s		20,000		(38,000	)		1,000		27,000			8,000		58,000		NM
Amortization of core deposit intangible		37,432		32,702			43,112		32,890			10,073		4,730		57.4	%
Amortization of MSR’s		17,308		20,384			20,042		19,406			16,592		(3,076	)	-59.9	%
Other		240,745		241,577			248,146		237,382			168,258		(832	)	-1.4	%
Total non-interest expense, excluding merger charges		1,053,609		997,808			1,059,973		1,003,562			687,330		55,801		22.2	%
Merger-related charges		91,785		59,927			48,993		87,638			1,021		31,858		210.9	%
Total non-interest expense	$	1,145,394	$	1,057,735		$	1,108,966	$	1,091,200		$	688,351	$	87,659		32.9	%

(1) Regions Financial Corporation and AmSouth Bancorporation merged effective November 4, 2006. The merger was accounted for as a purchase of AmSouth by Regions. As a result, periods ending prior to November 4, 2006, reflect legacy Regions data on a stand-alone basis.

(2) Certain amounts in prior periods have been reclassified to reflect current period presentation.

* Linked-quarter percentage changes are presented on an annualized basis.

** Individual expense categories are presented excluding merger-related charges, which are presented in a separate line item in the above table.

• Mortgage income declined $11.0 million in 3Q07 due to lower production and a challenging industry environment; originations were down to $1.7 billion in 3Q07 from $2.1 billion in 2Q07.

• In 3Q07, approximately $760 million of investment securities were sold at a $24.0 million gain.

• Other non-interest income includes a $10.5 million and $2.9 million gain related to sale of residual interest in a former subsidiary in 3Q07 and 2Q07, respectively.

• 2Q07 other non-interest income includes a $9.4 million gain related to the termination of debt.

• Other non-interest income included a gain on sale of student loans of $22.3 million in 1Q07, $4.5 million in 2Q07 and $1.9 million in 3Q07.

• Net occupancy expense includes $10.0 million and $5.3 million insurance recoveries in 2Q07 and 1Q07, respectively.

• Core deposit intangible amortization was lower in 2Q07 primarily as the result of an adjustment related to the sale of divested deposits, but returned to normalized levels in 3Q07.

• Non-interest expenses, excluding both merger charges and MSR impairment/recapture were down $2.2 million or 1% linked-quarter, annualized.

• Merger-related cost saves of $102 million, $84 million and $51 million are reflected in 3Q07, 2Q07 and 1Q07 non-interest expense, respectively.

• Primary drivers of “merger-related charges” are occupancy, personnel, and marketing expenses, all related to the July conversion event. See page 3 for individual expense categories including merger-related charges.

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PAGE 13

Morgan Keegan (1)

	Morgan Keegan
Summary Income Statement ($ amounts in thousands)	3Q07		2Q07		1Q07		4Q06		3Q06		3Q07 vs. 2Q07*
Revenues:
Commissions	$	82,071	$	77,563	$	72,405	$	72,645	$	56,194	$	4,508		23.1	%
Principal transactions		43,916		43,838		37,597		42,691		38,381		78		0.7	%
Investment banking		48,958		48,579		36,750		42,441		25,767		379		3.1	%
Interest		35,388		39,820		40,031		40,186		36,721		(4,432	)	-44.2	%
Trust fees and services		55,803		57,185		56,121		44,189		29,966		(1,382	)	-9.6	%
Investment advisory		42,146		48,088		41,792		48,713		35,425		(5,942	)	-49.0	%
Other		10,134		13,761		17,303		16,614		8,062		(3,627	)	-104.6	%
Total revenues		318,416		328,834		301,999		307,479		230,516		(10,418	)	-12.6	%
Expenses:
Interest expense		21,790		25,046		23,983		24,996		21,966		(3,256	)	-51.6	%
Non-interest expense		225,469		225,074		206,108		207,314		160,679		395		0.7	%
Total expenses		247,259		250,120		230,091		232,310		182,645		(2,861	)	-4.5	%
Income before income taxes		71,157		78,714		71,908		75,169		47,872		(7,557	)	-38.1	%
Income taxes		26,000		28,603		26,367		28,230		17,251		(2,603	)	-36.1	%
Net income	$	45,157	$	50,111	$	45,541	$	46,939	$	30,621	$	(4,954	)	-39.2	%

Breakout of Revenue by Division ($ amounts in thousands)	Private Client			Fixed- income Capital Markets			Equity Capital Markets			Regions MK Trust			Asset Management			Interest & Other
Three months ended September 30, 2007:
$ amount of revenue	$	97,577		$	55,647		$	30,191		$	55,803		$	47,646		$	31,552
% of gross revenue		30.6	%		17.5	%		9.5	%		17.5	%		15.0	%		9.9	%
Three months ended June 30, 2007:
$ amount of revenue	$	100,857		$	61,660		$	25,267		$	57,184		$	46,719		$	37,147
% of gross revenue		30.6	%		18.8	%		7.7	%		17.4	%		14.2	%		11.3	%
Nine months ended September 30, 2007
$ amount of revenue	$	294,506		$	164,863		$	73,349		$	169,110		$	138,839		$	108,582
% of gross revenue		31.0	%		17.4	%		7.7	%		17.8	%		14.6	%		11.5	%
Nine months ended September 30, 2006
$ amount of revenue	$	215,329		$	136,509		$	70,460		$	87,029		$	105,380		$	106,485
% of gross revenue		29.9	%		18.9	%		9.8	%		12.0	%		14.6	%		14.8	%

(1) Regions Financial Corporation and AmSouth Bancorporation merged effective November 4, 2006. The merger was accounted for as a purchase of AmSouth by Regions. As a result, periods ending prior to November 4, 2006, reflect legacy Regions data on a stand-alone basis.

* Linked-quarter percentage changes are presented on an annualized basis.

• Commission revenue increased an annualized 23% linked-quarter, driven by active equity and fixed income markets during the quarter.

• Investment banking revenues were steady linked-quarter; underlying these results was heavy equity, M&A-related deal flow offset by postponement of many fixed income transactions as a result of 3Q07 fixed income market turmoil.

• Interest income declined linked-quarter due primarily to declining average margin balances and reduced inventory positions.

• Investment advisory fees were down during 3Q07 compared to 2Q07 as funds flowed out of higher risk bond funds and due to lower oil and gas-related revenues.

• The linked-quarter decline in other revenues was a result of a loss on sale of investment assets.

• 24,600 new accounts were opened in 3Q07 compared to 27,800 in 2Q07 and 20,000 in 3Q06.

• Total customer assets were $82.6 billion at September 30, 2007, compared to $81.0 billion at June 30, 2007 and $65.9 billion at September 30, 2006.

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PAGE 14

Credit Quality (1)(2)

	Credit Quality															YTD 9/30/07			YTD 9/30/06
	As of and for Quarter Ended
($ in thousands)	9/30/07			6/30/07			3/31/07			12/31/06			9/30/06
Allowance for credit losses (ACL)	$	1,126,554		$	1,118,229		$	1,110,324		$	1,107,788		$	778,465		$	1,126,554		$	778,465
Provision for loan losses from continuing operations	$	90,000		$	60,000		$	47,000		$	59,825		$	24,914		$	197,000		$	82,548
Provision for unfunded credit losses	$	(518	)	$	2,292		$	2,229		$	—		$	—		$	4,003		$	—
Net loans charged-off:
Commercial	$	19,161		$	17,406		$	2,044		$	15,164		$	7,135		$	38,611		$	22,377
Real estate - mortgage		6,392			11,432			11,108			10,083			10,085			28,932			31,150
Real estate - construction		5,230			709			8,572			1,170			1,499			14,511			5,817
Home equity lending		11,701			8,774			8,686			14,078			4,640			29,161			15,642
Indirect lending		4,395			3,975			4,416			5,154			1,006			12,786			5,387
Other consumer		16,242			11,611			11,196			10,500			(47	)		39,049			3,419
Total	$	63,121		$	53,907		$	46,022		$	56,149		$	24,318		$	163,050		$	83,792
Net loan charge-offs as a % of average loans, annualized:
Commercial		0.31	%		0.28	%		0.03	%		0.28	%		0.18	%		0.21	%		0.20	%
Real estate - mortgage		0.07	%		0.13	%		0.13	%		0.13	%		0.17	%		0.11	%		0.17	%
Real estate - construction		0.15	%		0.02	%		0.24	%		0.04	%		0.07	%		0.14	%		0.10	%
Home equity lending		0.31	%		0.24	%		0.24	%		0.45	%		0.24	%		0.26	%		0.27	%
Indirect lending		0.43	%		0.39	%		0.45	%		0.65	%		0.30	%		0.42	%		0.54	%
Other consumer		2.94	%		2.14	%		2.03	%		1.59	%		-0.01	%		2.37	%		0.21	%
Total		0.27	%		0.23	%		0.20	%		0.27	%		0.16	%		0.23	%		0.19	%
Non-performing assets (NPAs):
Non-accrual loans	$	494,693		$	501,175		$	349,833		$	306,471		$	246,728
Renegotiated loans		—			—			—			—			103
Foreclosed properties		93,649			83,834			72,658			72,663			65,190
Total	$	588,342		$	585,009		$	422,491		$	379,134		$	312,021
Loans past due > 90 days	$	332,116		$	204,829		$	204,296		$	143,868		$	78,785
Credit Ratios:
ACL/Loans, net		1.19	%		1.19	%		1.18	%		1.17	%		NA
ALL/Loans, net		1.13	%		1.13	%		1.12	%		1.12	%		1.31	%
NPAs (ex. 90+ past due)/loans and foreclosed properties		0.62	%		0.62	%		0.45	%		0.40	%		0.52	%
NPAs (inc. 90+ past due)/loans and foreclosed properties		0.97	%		0.84	%		0.67	%		0.55	%		0.66	%

Allowance for Credit Losses
Nine Months Ended September 30
($ amounts in thousands)	2007			2006
Balance at beginning of year	$	1,107,788		$	783,536
Net loans charged off:
Commercial		38,611			22,377
Real estate - mortgage		28,932			31,150
Real estate - construction		14,511			5,817
Home equity lending		29,161			15,642
Indirect lending		12,786			5,387
Other consumer		39,049			3,419
Total		163,050			83,792
Allowance allocated to sold loans		(19,369	)		(3,780	)
Provision for loan losses, from continuing operations		197,000			82,548
Provision for loan losses, from discontinued operations		182			(47	)
Provision for unfunded credit commitments		4,003			—
Balance at end of period	$	1,126,554		$	778,465
Components:
Allowance for loans and leases losses		1,070,716			778,465
Reserve for unfunded credit commitments		55,838			—
Allowance for credit losses	$	1,126,554		$	778,465

(1) Regions Financial Corporation and AmSouth Bancorporation merged effective November 4, 2006. The merger was accounted for as a purchase of AmSouth by Regions. As a result, periods ending prior to November 4, 2006, reflect legacy Regions data on a stand-alone basis.

(2) Certain amounts in prior periods have been reclassified to reflect current period presentation.

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PAGE 15

Credit Quality (continued) (1)(2)

• 3Q07 net charge-offs totaled $63.1 million, or an annualized 0.27 percent of average loans.

• During 3Q07, Regions sold $44 million of nonperforming loans.

• During 3Q07, Regions transferred $33 million of nonperforming loans to held-for-sale and subsequently sold these loans in October 2007.

• In connection with the movement of loans out of nonperforming status, Regions recorded an additional $11 million of loan loss provision, which coupled with $7 million of existing reserves on these loans, resulted in an $18 million reduction in the allowance for loan losses.

• The migration of loans onto non-accrual status is primarily in real estate-related areas of the portfolio (traditional commercial real estate, real estate mortgage and real estate construction).

• Loans past due greater than 90 days increased during 3Q07 primarily in commercial real estate and residential mortgages.

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PAGE 16

Additional Financial and Operational Data (1)

	9/30/07	6/30/07	3/31/07	12/31/06	9/30/06
Associate headcount	33,630	34,293	34,138	36,517	24,903
Authorized shares remaining under buyback program (see note below)	27.6MM	34.2MM	53.9MM	13.9MM	18.9MM
Full service offices (2)	1,854	1,911	1,913	1,956	1,299
ATMs	2,549	2,581	2,590	2,664	1,549
Morgan Keegan offices	430	446	453	319	328

(1) Regions Financial Corporation and AmSouth Bancorporation merged effective November 4, 2006. The merger was accounted for as a purchase of AmSouth by Regions. As a result, periods ending prior to November 4, 2006, reflect legacy Regions data on a stand-alone basis.

(2) Regions was required by the Department of Justice to divest 52 branches in connection with the AmSouth merger, which occurred during 1Q07.

• During the quarter 6.5 million shares were repurchased at an average price of $31.16

Merger-Related Items

(Pre-tax dollars in thousands)

	Income Statement Effect		Excess Purchase Price		Total
Year ended December 31, 2006	$	88,658	$	185,378	$	274,036
First Quarter 2007		48,993		3,537		52,530
Second Quarter 2007		59,927		4,090		64,017
Third Quarter 2007		91,785		118		91,903
Total	$	289,363	$	193,123	$	482,486

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PAGE 17

Reconciliation to GAAP Financial Measures

The table below presents computations of earnings and certain other financial measures excluding discontinued operations and merger charges (non-GAAP). Merger charges and discontinued operations are included in financial results presented in accordance with generally accepted accounting principles (GAAP). Regions believes the exclusion of merger charges in expressing earnings and certain other financial measures 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 merger charges to be relevant to ongoing operating results. 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 in place to address expenses that qualify as merger charges from other normal operating expenses to ensure that the Company’s operating results are properly reflected for period-to-period comparisons. See table below for computations of earnings and certain other GAAP financial measures and the corresponding reconciliation to non-GAAP financial measures, which exclude discontinued operations and merger changes for the periods presented.

		As of and for Quarter Ended
($ amounts in thousands, except per share data)		9/30/07			6/30/07			3/31/07			12/31/06
INCOME
Income from continuing operations (GAAP)		$	394,240		$	453,732		$	474,076		$	371,995
(Loss) income from discontinued operations, net of tax			(76	)		(423	)		(141,095	)		(10,444	)
Net income (GAAP)	A	$	394,164		$	453,309		$	332,981		$	361,551
Income from continuing operations (GAAP)		$	394,240		$	453,732		$	474,076		$	371,995
Merger-related charges, pre-tax
Salaries and employee benefits			14,811			23,047			23,531			65,655
Net occupancy expense			21,428			4,685			3,830			3,473
Furniture and equipment expense			1,942			992			245			427
Other			53,604			31,203			21,387			18,083
Total merger-related charges, pre-tax			91,785			59,927			48,993			87,638
Merger-related charges, net of tax			56,501			37,155			30,376			59,299
Income excluding discontinued operations and merger charges (non-GAAP)	B	$	450,741		$	490,887		$	504,452		$	431,294
Weighted-average shares outstanding - diluted	C		704,485			715,564			734,534			646,372
Earnings per share, excluding discontinued operations and merger charges - diluted	B/C	$	0.64		$	0.69		$	0.69		$	0.67
RETURN ON AVERAGE ASSETS
Average assets (GAAP)	D	$	136,876,429		$	137,538,592		$	141,963,691		$	124,577,836
Average assets, excluding discontinued operations	E	$	136,876,429		$	137,538,592		$	140,017,429		$	122,848,424
Return on average assets (GAAP)*	A/D		1.14	%		1.32	%		0.95	%		1.15	%
Return on average assets, ex. discontinued operations and merger charges (non-GAAP)*	B/E		1.31	%		1.43	%		1.46	%		1.39	%
RETURN ON AVERAGE EQUITY
Average equity (GAAP)	F	$	19,793,123		$	20,040,276		$	20,452,731		$	17,185,928
Average intangible assets (GAAP)			12,026,887			12,097,753			12,165,061			9,862,793
Average tangible equity	G	$	7,766,236		$	7,942,523		$	8,287,670		$	7,323,135
Average equity, excluding discontinued operations	H	$	19,793,123		$	20,040,276		$	20,360,732		$	17,039,768
Average intangible assets, excluding discontinued operations			12,026,887			12,097,753			12,165,061			9,862,793
Average tangible equity, excluding discontinued operations	I	$	7,766,236		$	7,942,523		$	8,195,671		$	7,176,975
Return on average equity (GAAP)*	A/F		7.90	%		9.07	%		6.60	%		8.35	%
Return on average tangible equity*	A/G		20.14	%		22.89	%		16.29	%		19.59	%
Return on average equity, ex. discontinued operations and merger charges* (non-GAAP)	B/H		9.03	%		9.82	%		10.05	%		10.04	%
Return on average tangible equity, ex. discontinued operations and merger charges (non-GAAP)*	B/I		23.03	%		24.79	%		24.96	%		23.84	%

* Income statement amounts have been annualized in calculation

FINANCIAL SUPPLEMENT TO

THIRD QUARTER 2007 EARNINGS RELEASE

PAGE 18

Forward-Looking Statements

This financial supplement to Regions’ 3^rd quarter 2007 earnings may include forward-looking statements about Regions Financial Corporation within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical or current facts, including statements about beliefs and expectations, are forward-looking statements. The words “believe,” “expect,” “anticipate,” “project,” and similar expressions often signify forward-looking statements. Such statements involve inherent risks and uncertainties. Regions cautions that actual results and events could differ materially from expectations expressed in forward-looking statements as a result of factors such as possible changes in economic and business conditions and interest rates; Regions’ ability to integrate the recent combination with AmSouth Bancorporation and to retain and attract customers; the effects of geopolitical instability and risks such as terrorist attacks; the effects of weather and natural disasters such as hurricanes; possible changes in laws and regulations and governmental monetary and fiscal policies; the cost and other effects of legal and administrative cases and similar contingencies; possible changes in the creditworthiness of customers and the possible impairment of collectibility of loans; increased competition from both banks and non-banks; and effects of critical accounting policies and judgments. For discussion of these and other risks that may cause actual results to differ from expectations, please look under the caption “Forward Looking Statements” in Regions’ Annual Report on Form 10-K for the year ended December 31, 2006 and in subsequently-filed Forms 10-Q, as on file with the Securities and Exchange Commission. You should not place undue reliance on any forward-looking statements, which speak only as of the date made. Regions assumes no obligation to update or revise any forward-looking statements that are made from time to time.

Regions’ Investor Relations contact is List Underwood at (205) 801-0265; Regions’ Media contact is Linda Childs at (205) 264-5690.