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): July 26, 2011

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 July 26, 2011 Regions Financial Corporation issued a press release announcing its preliminary results of operations for the quarter ended June 30, 2011. A copy of the press release is attached hereto as Exhibit 99.1. Supplemental financial information for the quarter ended June 30, 2011 is attached as Exhibit 99.2. Executives from Regions will review the results via teleconference and live audio webcast at 11:00 a.m. Eastern time today. A copy of a visual presentation that will be a part of that review is attached as Exhibit 99.3. All of the attached exhibits are incorporated herein 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 July 26, 2011

99.2 Supplemental Financial Information

99.3 Visual Presentation of July 26, 2011

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/ Fournier J. Gale, III
Name:	Fournier J. Gale, III
Title:	Senior Executive Vice President, General Counsel and Corporate Secretary

Date: July 26, 2011

EX-99.1

Media Contact:	Investor Relations Contact:
Tim Deighton	List Underwood
(205) 264-4551	(205) 801-0265

Regions Reports Earnings for Second Quarter 2011

Core pre-tax pre-provision net revenue rises 9 percent to $500 million – highest level since third quarter 2008; New products and services further diversify revenue streams

BIRMINGHAM, Ala. – (BUSINESS WIRE) – July 26, 2011 – Regions Financial Corporation (NYSE:RF) today reported financial results for the quarter ending June 30, 2011.

Key points for the quarter included:

• Reported earnings of 4 cents per diluted share reflect improved core business performance, compared to a loss of 28 cents per diluted share for the second quarter in 2010

• Pre-tax pre-provision net revenue (PPNR) totaled $447 million or $500 million, on an adjusted basis (see non-GAAP reconciliation in Financial Supplement), representing the highest level on an adjusted basis in eleven quarters

• Inflows of non-performing loans declined $175 million, or 24 percent, versus the previous quarter to $555 million; Non-performing loans, excluding loans held for sale, declined $303 million or 10 percent

• $620 million of criticized loans were transferred to held for sale or sold during the quarter; Net charge-offs totaled $548 million, however excluding net charge-offs associated with sales and transfers to held for sale, net charge-offs improved 9 percent linked quarter to $341 million

• $289 million of OREO and non-performing loans previously in held for sale were also sold

• Loan loss provision declined 17 percent first-to-second quarter to $398 million; loan loss allowance to non-performing loan coverage ratio increased from 1.03x at March 31, 2011 to 1.12x at June 30, 2011

• Loan growth in the middle market commercial and industrial customer segment continued, with ending loans up 12.1 percent from one year ago

• Re-entered the credit card business with the acquisition of an approximate $1.2 billion portfolio of existing Regions’ deposits customers

• Funding mix continued to improve, as average low-cost deposits grew 1.8 percent linked quarter, while higher cost time deposits declined 2.0 percent.

• Net interest income rose $1 million linked quarter to $864 million and associated net interest margin declined 2 basis points to 3.05 percent

• Non-interest revenues declined 7 percent sequentially. Excluding securities gains, non-interest revenues declined 1 percent linked quarter, primarily reflecting lower brokerage revenues, offset by strength in service charges and mortgage revenue

• Non-interest expenses increased 3 percent linked quarter to $1.2 billion. However, non-interest expenses, adjusted to exclude branch consolidation and property and equipment charges, declined 4 percent to $1.1 billion, driven by declines in salaries and benefits expense, as well as professional and legal fees

• $44 million tax benefit recorded related to a portion of the announced regulatory settlement

• Solid capital position with a Tier 1 Common ratio estimated at 7.9 percent and Tier 1 Capital ratio estimated at 12.6 percent; liquidity position remains strong, loan-to-deposit ratio of 84.3 percent.

Earnings Highlights	Three months ended:
(In millions, except per share data)	June 30, 2011						March 31, 2011						June 30, 2010
	Amount			Dil. EPS			Amount			Dil. EPS			Amount			Dil. EPS
Earnings
Net interest income	$	864					$	863					$	856
Securities gains, net		24						82						0
All other non-interest income, excluding securities gains		757						761						756
Regulatory charge		0						0						200
Non-interest expense, excluding regulatory charge		1,198						1,167						1,126
Pre-tax pre-provision net revenue		447						539						286
Provision for loan losses		398						482						651
Net income (loss)	$	109		$	0.08		$	69		$	0.05		($	277	)	($	0.23	)
Preferred dividends and accretion		54			0.04			52			0.04			58			0.05
Net income (loss) available to common shareholders	$	55		$	0.04		$	17		$	0.01		($	335	)	($	0.28	)
GAAP to non-GAAP Reconciliation
Earnings per share as reported (GAAP)				$	0.04					$	0.01					($	0.28	)
Regulatory adjustments:
Regulatory charge and related tax benefit, net					(0.03	)					—						0.17
Earnings per share, excluding regulatory adjustments				$	0.01					$	0.01					($	0.11	)
Significant items:
Securities (gains) losses, net					(0.01	)					(0.04	)
Branch consolidation and property and equipment charges					0.04						—						—
Adjusted earnings per share, excluding regulatory adjustments and significant items (non-GAAP)				$	0.04					($	0.03	)				($	0.11	)
Key ratios *
Net interest margin (FTE)		3.05	%					3.07	%					2.87	%
Tier 1 Capital		12.6	%					12.5	%					12.0	%
Tier 1 Common risk-based Ratio		7.9	%					7.9	%					7.7	%
Tangible common stockholders’ equity to tangible assets (non-GAAP)		6.18	%					5.98	%					6.45	%
Tangible common book value per share (non-GAAP)	$	6.13					$	6.00					$	6.65
Asset quality
Allowance for loan losses as % of net loans		3.84	%					3.92	%					3.71	%
Net charge-offs as % of average net loans~		2.71	%					2.37	%					2.99	%
Non-accrual loans, excluding loans held for sale, as % of loans		3.43	%					3.79	%					4.04	%
Non-performing assets as % of loans, foreclosed properties and non-performing loans held for sale		4.39	%					4.78	%					4.93	%
Non-performing assets (including 90+ past due) as % of loans, foreclosed properties and non-performing loans held for sale		4.98	%					5.42	%					5.63	%

* Tier 1 Common and Tier 1 Capital ratios for the current quarter are estimated.

~ Annualized

Focusing on customers; enhancing enterprise-wide risk management; building sustainable performance

Regions’ second quarter 2011 earnings available to common shareholders of $55 million, or 4 cents per diluted share, marks the company’s third consecutive quarterly profit highlighted by solid core business performance and improving credit costs. Pre-tax pre-provision net revenue on an adjusted basis (see supplement page 8) rose to $500 million, its highest level since third quarter 2008, reflecting the company’s continued growth in commercial and industrial, indirect and direct consumer loans, as well as low-cost deposits, while also taking steps to further diversify revenue streams and build for future growth. Additionally, the company’s brokerage and investment banking subsidiary, Morgan Keegan, reached a settlement with the SEC, FINRA and state regulators. The financial impact on second quarter earnings related to the $210 million regulatory settlement was a $44 million tax benefit on a portion of the settlement which had been previously accrued as non-deductible.

“Our results this quarter further demonstrate that our strategy for sustainable profitability is working,” said Grayson Hall, president and chief executive officer. “Focusing on the customer, enhancing enterprise-wide risk management and building sustainable performance are the key priorities of our business plans, and this quarter’s performance shows we are making solid progress.”

Credit metrics continue to improve

The company’s credit costs, while still elevated, declined to the lowest level in two years. Total net charge-offs in the second quarter were $548 million. Of this amount, $207 million of net loan losses resulted from $620 million of criticized loans that were transferred to held for sale or sold during the quarter. The provision for loan losses totaled $398 million or $150 million less than net charge-offs primarily reflecting the loan loss allowance related to the loans sold or transferred to held for sale. The provision was $84 million less or 17 percent lower than the previous quarter. The company’s loan loss allowance to non-performing loan coverage ratio increased from 1.03x to 1.12x at June 30, 2011.

Inflows of non-performing loans declined $175 million, or 24 percent to $555 million, the lowest level in over three years. Business Services criticized loans declined 14 percent linked-quarter and non-performing loans, excluding loans held for sale, declined $303 million or 10 percent. As of June 30, 2011, 42 percent of Business Services’ non-performing loans were current and paying as agreed, up from 38 percent in the prior quarter.

Profitably gaining market share, growing customers and improving balance between consumer and commercial loan portfolios

Retaining and profitably growing customers and core businesses is a key factor in sustainable profitability, and the company is executing on its plans in this area by leveraging customer loyalty and its extensive branch network. In the quarter, the company took several actions to

expand its products and services to consumers, including re-entry into the credit card business with the acquisition of an approximate $1.2 billion portfolio of existing Regions’ deposits customers. The portfolio consists of customers in the company’s markets, of which two-thirds have two to five other banking services with the company. Indirect auto lending also gained momentum, up 14 percent on a linked quarter basis. Furthermore, the company expects to have 1,200 dealerships signed by year end. These businesses will help accelerate the company’s efforts to improve the balance between the consumer and commercial loan portfolios, further diversify revenue streams and better serve customers.

In the second quarter, growth in lending to the middle market commercial and industrial customer segment continued, with ending loans up 12.1 percent from one year ago. Growth was driven by specialized industry lending businesses, which include energy, healthcare, franchise restaurant, transportation, technology and defense, and asset-based lending. Total commercial and industrial commitments have now grown for five consecutive quarters and risen 7 percent year-to-date.

Overall, ending loans were relatively stable, declining 0.2 percent linked quarter. This primarily reflects the $1.4 billion decline in the Investor Real Estate portfolio, partially offset by the company’s credit card purchase and middle market commercial and industrial growth. The company’s ending investor real estate portfolio has now been reduced to $13.4 billion.

Improving funding mix

The company’s funding mix continued to improve during the quarter, as average low-cost deposits grew 1.8 percent linked quarter, while higher cost time deposits declined 2.0 percent. The company’s net interest margin was 3.05 percent, down 2 basis points compared with the prior quarter but 18 basis points higher than a year ago. During the second quarter, deposit costs declined 6 basis points to 0.53 percent. Overall, net interest income was steady linked quarter at $864 million.

Growing fee income; expanding fee-based services

Non-interest revenue totaled $781 million and included $24 million in securities gains. Non-interest revenues, excluding securities gains, declined 1 percent linked quarter, and reflected a decline in private client and capital markets revenue. However, income from service charges of $308 million remained strong and increased $21 million linked quarter. This strength reflects the ongoing restructuring of checking accounts to fee-eligible status, as well as the launch of new products.

During the quarter the company introduced new or expanded consumer fee-based services to meet customers’ needs. This included new services such as on-line person-to-person payments, small cash advances for relationship customers, and identity theft protection. The company also announced an agreement with Western Union to provide money transfer and expedited bill pay services as part of a new suite of consumer financial services, branded as Now Banking, which also includes check cashing and reloadable debit cards. Focusing on the affluent segment, the

company also announced in late June the formation of a new Wealth Management Group, integrating its Trust, Private Banking and Insurance units within a single business line. Establishing this new group enables the company to focus on a key, profitable customer segment with the goal of increasing non-interest revenue, deepening customer relationships and enhancing value.

Diligently reducing non-interest expenses

Non-interest expense totaled $1.2 billion for the quarter, however, excluding $77 million in charges related to branch consolidation and property and equipment charges, adjusted non-interest expense totaled $1.1 billion, or 4 percent lower than the prior quarter. Key drivers of this quarter’s decline were a 6 percent decline in salaries and benefits expense, as well as a decline in professional and legal fees of $20 million. FDIC premiums increased $20 million linked quarter reflecting new rules which went into effect on April 1, 2011. Credit-related expenses, which include other real estate expense, gains or losses from loans held-for-sale and credit-related personnel costs, declined modestly and represented 8 percent of second quarter’s adjusted non-interest expenses.

The company remains focused on strengthening its core franchise through productivity and efficiency initiatives. In conjunction with these efforts, the company will consolidate approximately 40 branches later this year. The company recorded associated property valuation charges on the branches, plus other property and equipment charges totaling $77 million this quarter, and expects to realize future net cost saves of approximately $19 million annually. The company will continue to take a rigorous review of expenses, without sacrificing investment opportunities or customer service. Customers will continue to be at the center of every decision, and any changes will maintain the company’s high standards of service quality.

Regulatory reform

The Federal Reserve Board of Governors has announced its final rule on debit card interchange fees mandated by the Durbin Amendment to the Dodd-Frank Act effective October 1, 2011. Based on the final ruling, the company estimates that the impact on annual debit interchange revenue will be approximately $170 million before any mitigation efforts. However, the company believes it will be able to mitigate this impact over time through revenue enhancements and expense management.

Strong capital and liquidity

Tier 1 common and Tier 1 capital ratios remained healthy, ending the quarter at an estimated 7.9 percent and 12.6 percent, respectively, and on a Basel III pro-forma basis were 7.2 percent and 10.8 percent, above the respective 7 percent and 8.5 percent minimum requirements (see non-GAAP calculation). The company’s liquidity position at both the bank and the holding company remains strong as well. As of June 30, 2011, the company’s loan-to-deposit ratio was 84.3 percent.

About Regions Financial Corporation

Regions Financial Corporation, with $131 billion in assets, is a member of the S&P 500 Index and 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 approximately 1,800 banking offices and over 2,100 ATMs. Its investment and securities brokerage trust and asset management division, Morgan Keegan & Company Inc., provides services from over 300 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 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 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 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.

• 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 the 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, tornadoes 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 factors 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 Report on Form 10-Q for the quarter ended March 31, 2011, as on file with the Securities and Exchange Commission.

Use of non-GAAP financial measures

Page two of this earnings release presents computation of earnings and certain other financial measures excluding regulatory charge and related tax benefit (non-GAAP) and other significant items (non-GAAP), Tier 1 common risk-based ratio and tangible common equity (non-GAAP). Page three of the financial supplement shows additional ratios based on return on average assets, tangible common stockholders’ equity, efficiency ratio, as well as the Tier 1 common risk-based ratio and computations of earnings and certain other financial measures excluding the regulatory charge and the federal income tax benefit related to the regulatory charge (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, 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’ equity 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 bank’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.

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.

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 the federal income tax benefit related to the regulatory charge does not represent the amount that effectively accrues directly to stockholders (i.e. the regulatory charge is a reduction in earnings and stockholders’ equity).

See page 8 of the supplement to this earnings release for the computation of pre-tax pre-provision net revenue (GAAP) to adjusted pre-tax pre-provision net revenue (non-GAAP). See pages18, 19, 20 and 21 of the supplement to this earnings release for 1) computation of GAAP net income (loss) available to common shareholders, earnings (loss) per common share and return on average assets to non-GAAP financial measures, 2) a reconciliation of average and ending stockholders’ equity (GAAP) to average and ending tangible common stockholders’ equity (non-GAAP), 3) a reconciliation of stockholders’ equity (GAAP) to Tier 1 capital (regulatory) and to Tier 1 common equity (non-GAAP regulatory), 4) a reconciliation of non-interest expense (GAAP) to adjusted non-interest expense (non-GAAP), 5) a reconciliation of non-interest income (GAAP) to adjusted non-interest income (non-GAAP), 6) a computation of the efficiency ratio (non-GAAP), and 7) a reconciliation of stockholders’ equity (GAAP) to Basel III Tier 1 capital (non-GAAP) and Basel III Tier 1 common (non-GAAP).

###

EX-99.2

Regions Financial Corporation and Subsidiaries

Financial Supplement

Second Quarter 2011

Regions Financial Corporation and Subsidiaries

Financial Supplement to Second 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 Net Revenue (“PPNR”) and Adjusted PPNR		8
Mortgage Servicing Rights (MSR)		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
Gross and Net NPA Migration		12
Troubled Debt Restructurings		12
Credit Costs		13
90+ Days Past Due Loans		14
Non-Accrual Loans (excludes loans held for sale)		14
Business Services Credit Quality - Criticized Loans		14
Residential Lending Net Charge-off Analysis		15
Investor Real Estate Analysis		16-17
Reconciliation to GAAP Financial Measures		18-21
Forward-Looking Statements		22

Regions Financial Corporation and Subsidiaries	Page 1
Financial Supplement to Second Quarter 2011 Earnings Release

Consolidated Balance Sheets (unaudited)

	Quarter Ended
($ amounts in millions)	6/30/11			3/31/11			12/31/10			9/30/10			6/30/10
Assets:
Cash and due from banks	$	2,271		$	2,042		$	1,643		$	1,898		$	2,097
Interest-bearing deposits in other banks		5,452			4,937			4,880			3,852			4,562
Federal funds sold and securities purchased under agreements to resell		251			341			396			1,137			752
Trading account assets		1,223			1,284			1,116			1,580			1,261
Securities available for sale		23,828			24,702			23,289			23,555			24,166
Securities held to maturity		21			22			24			26			28
Loans held for sale		1,141			1,552			1,485			1,587			1,162
Loans, net of unearned income		81,176			81,371			82,864			84,420			85,945
Allowance for loan losses		(3,120	)		(3,186	)		(3,185	)		(3,185	)		(3,185	)
Net loans		78,056			78,185			79,679			81,235			82,760
Other interest-earning assets		1,207			1,214			1,219			1,043			1,082
Premises and equipment, net		2,481			2,528			2,569			2,564			2,588
Interest receivable		354			441			421			512			466
Goodwill		5,561			5,561			5,561			5,561			5,561
Mortgage servicing rights (MSRs)		268			282			267			204			220
Other identifiable intangible assets		420			358			385			414			443
Other assets		8,374			8,307			9,417			8,330			8,192
Total Assets	$	130,908		$	131,756		$	132,351		$	133,498		$	135,340
Liabilities and Stockholders’ Equity:
Deposits:
Non-interest-bearing	$	28,148		$	27,480		$	25,733		$	25,300		$	22,993
Interest-bearing		68,183			68,889			68,881			69,678			73,257
Total deposits		96,331			96,369			94,614			94,978			96,250
Borrowed funds:
Short-term borrowings:
Federal funds purchased and securities sold under agreements to repurchase		1,740			2,218			2,716			2,451			1,929
Other short-term borrowings		982			964			1,221			1,210			1,035
Total short-term borrowings		2,722			3,182			3,937			3,661			2,964
Long-term borrowings		11,646			12,197			13,190			14,335			15,415
Total borrowed funds		14,368			15,379			17,127			17,996			18,379
Other liabilities		3,321			3,389			3,876			3,361			3,248
Total Liabilities		114,020			115,137			115,617			116,335			117,877
Stockholders’ equity:
Preferred stock, Series A		3,399			3,389			3,380			3,370			3,360
Common stock		13			13			13			13			13
Additional paid-in capital		19,052			19,047			19,050			19,047			19,038
Retained earnings (deficit)		(4,000	)		(4,043	)		(4,047	)		(4,070	)		(3,849	)
Treasury stock, at cost		(1,399	)		(1,400	)		(1,402	)		(1,405	)		(1,405	)
Accumulated other comprehensive income (loss), net		(177	)		(387	)		(260	)		208			306
Total Stockholders’ Equity		16,888			16,619			16,734			17,163			17,463
Total Liabilities and Stockholders’ Equity	$	130,908		$	131,756		$	132,351		$	133,498		$	135,340

Regions Financial Corporation and Subsidiaries	Page 2
Financial Supplement to Second Quarter 2011 Earnings Release

Consolidated Statements of Operations (unaudited)

	Quarter Ended
($ amounts in millions, except per share data)	6/30/11			3/31/11			12/31/10		9/30/10			6/30/10
Interest income on:
Loans, including fees	$	856		$	867		$	911	$	919		$	930
Securities:
Taxable		208			207			193		214			224
Tax-exempt		—			—			—		—			—
Total securities		208			207			193		214			224
Loans held for sale		9			13			12		10			9
Federal funds sold and securities purchased under agreements to resell		—			—			1		1			1
Trading account assets		6			7			12		8			9
Other interest-earning assets		7			6			7		6			7
Total interest income		1,086			1,100			1,136		1,158			1,180
Interest expense on:
Deposits		126			139			152		167			194
Short-term borrowings		2			3			2		3			2
Long-term borrowings		94			95			105		120			128
Total interest expense		222			237			259		290			324
Net interest income		864			863			877		868			856
Provision for loan losses		398			482			682		760			651
Net interest income after provision for loan losses		466			381			195		108			205
Non-interest income:
Service charges on deposit accounts		308			287			290		294			302
Brokerage, investment banking and capital markets		248			267			312		257			254
Mortgage income		50			45			51		66			63
Trust department income		51			50			50		49			49
Securities gains, net		24			82			333		2			—
Other		100			112			177		82			88
Total non-interest income		781			843			1,213		750			756
Non-interest expense:
Salaries and employee benefits		561			594			601		582			560
Net occupancy expense		107			109			108		110			110
Furniture and equipment expense		79			77			76		75			79
Other-than-temporary impairments		—			—			—		1			—
Regulatory charge		—			—			—		—			200
Other		451			387			481		395			377
Total non-interest expense		1,198			1,167			1,266		1,163			1,326
Income (loss) before income taxes		49			57			142		(305	)		(365	)
Income tax expense (benefit)		(60	)		(12	)		53		(150	)		(88	)
Net income (loss)	$	109		$	69		$	89	$	(155	)	$	(277	)
Net income (loss) available to common shareholders	$	55		$	17		$	36	$	(209	)	$	(335	)
Weighted-average shares outstanding—during quarter:
Basic		1,258			1,257			1,257		1,257			1,200
Diluted		1,260			1,259			1,259		1,257			1,200
Actual shares outstanding—end of quarter		1,259			1,256			1,256		1,256			1,256
Earnings (loss) per common share (1):
Basic	$	0.04		$	0.01		$	0.03	$	(0.17	)	$	(0.28	)
Diluted	$	0.04		$	0.01		$	0.03	$	(0.17	)	$	(0.28	)
Cash dividends declared per common share	$	0.01		$	0.01		$	0.01	$	0.01		$	0.01
Taxable-equivalent net interest income from continuing operations	$	872		$	872		$	886	$	876		$	863

(1) Includes preferred stock dividends

Regions Financial Corporation and Subsidiaries	Page 3
Financial Supplement to Second Quarter 2011 Earnings Release

Selected Ratios and Other Information

	As of and for Quarter Ended
	6/30/11			3/31/11			12/31/10			9/30/10			6/30/10
Return on average assets*		0.17	%		0.05	%		0.11	%		(0.62	)%		(0.98	)%
Return on average assets, excluding regulatory charge and related tax benefit (non-GAAP)*		0.03	%		0.05	%		0.11	%		(0.62	)%		(0.40	)%
Return on average common equity*		1.66	%		0.51	%		1.04	%		(5.91	)%		(9.62	)%
Return on average tangible common equity (non-GAAP)*		2.88	%		0.89	%		1.78	%		(10.00	)%		(16.36	)%
Return on average tangible common equity, excluding regulatory charge and related tax benefit (non-GAAP)*		0.57	%		0.89	%		1.78	%		(10.00	)%		(6.60	)%
Efficiency Ratio (non-GAAP) (3)		68.8	%		71.3	%		72.0	%		71.6	%		69.5	%
Common equity per share	$	10.71		$	10.53		$	10.62		$	10.98		$	11.23
Tangible common book value per share (non-GAAP)	$	6.13		$	6.00		$	6.09		$	6.42		$	6.65
Stockholders’ equity to total assets		12.90	%		12.61	%		12.64	%		12.86	%		12.90	%
Tangible common stockholders’ equity to tangible assets (non-GAAP)		6.18	%		5.98	%		6.04	%		6.31	%		6.45	%
Tier 1 Common risk-based ratio (non-GAAP) (1)		7.9	%		7.9	%		7.9	%		7.6	%		7.7	%
Tier 1 Capital (1)		12.6	%		12.5	%		12.4	%		12.1	%		12.0	%
Total Risk-Based Capital (1)		16.2	%		16.5	%		16.4	%		16.0	%		15.9	%
Allowance for credit losses as a percentage of loans, net of unearned income (2)		3.95	%		4.01	%		3.93	%		3.86	%		3.79	%
Allowance for loan losses as a percentage of loans, net of unearned income		3.84	%		3.92	%		3.84	%		3.77	%		3.71	%
Allowance for loan losses to non-performing loans, excluding loans held for sale		1.12	x		1.03	x		1.01	x		0.94	x		0.92	x
Net interest margin (FTE)		3.05	%		3.07	%		3.00	%		2.96	%		2.87	%
Loans, net of unearned income, to total deposits		84.3	%		84.4	%		87.6	%		88.9	%		89.3	%
Net charge-offs as a percentage of average loans*		2.71	%		2.37	%		3.22	%		3.52	%		2.99	%
Non-accrual loans, excluding loans held for sale as a percentage of loans		3.43	%		3.79	%		3.81	%		3.99	%		4.04	%
Non-performing assets (excluding loans 90 days past due) as a percentage of loans, foreclosed properties and non-performing loans held for sale		4.39	%		4.78	%		4.69	%		4.96	%		4.93	%
Non-performing assets (including loans 90 days past due) as a percentage of loans, foreclosed properties and non-performing loans held for sale		4.98	%		5.42	%		5.38	%		5.65	%		5.63	%
Associate headcount		27,261			27,557			27,829			27,898			27,895
Total branch outlets		1,769			1,771			1,772			1,774			1,774
ATMs		2,132			2,144			2,148			2,150			2,162
Morgan Keegan offices		312			319			321			329			325

* 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	Page 4
Financial Supplement to Second Quarter 2011 Earnings Release

Consolidated Average Daily Balances and Yield / Rate Analysis

	Quarter Ended
	6/30/11								3/31/11
($ amounts in millions; yields on taxable-equivalent basis)	Average Balance			Income/ Expense		Yield/ Rate			Average Balance			Income/ Expense		Yield/ Rate
Assets
Interest-earning assets:
Federal funds sold and securities purchased under agreements to resell	$	302		$	—		—	%	$	305		$	—		—	%
Trading account assets		1,192			7		2.36			1,162			8		2.79
Securities:
Taxable		24,768			208		3.37			24,758			207		3.39
Tax-exempt		33			—		—			30			—		—
Loans held for sale		1,141			9		3.16			1,486			13		3.55
Loans, net of unearned income		81,106			863		4.27			82,412			875		4.31
Other interest-earning assets		6,073			7		0.46			4,989			6		0.49
Total interest-earning assets		114,615			1,094		3.83			115,142			1,109		3.91
Allowance for loan losses		(3,200	)							(3,209	)
Cash and due from banks		2,247								2,164
Other non-earning assets		17,016								17,115
	$	130,678							$	131,212
Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Savings accounts	$	5,107			1		0.08		$	4,837			1		0.08
Interest-bearing transaction accounts		13,898			7		0.20			13,228			7		0.21
Money market accounts		26,805			20		0.30			27,816			21		0.31
Time deposits		22,506			98		1.75			22,971			110		1.94
Total interest-bearing deposits (1)		68,316			126		0.74			68,852			139		0.82
Federal funds purchased and securities sold under agreements to repurchase		2,009			1		0.20			2,167			1		0.19
Other short-term borrowings		798			1		0.50			1,068			2		0.76
Long-term borrowings		11,756			94		3.21			12,891			95		2.99
Total interest-bearing liabilities		82,879			222		1.07			84,978			237		1.13
Net interest spread							2.76								2.78
Non-interest-bearing deposits (1)		27,806								26,405
Other liabilities		3,197								3,145
Stockholders’ equity		16,796								16,684
	$	130,678							$	131,212
Net interest income/margin FTE basis				$	872		3.05	%				$	872		3.07	%

(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 0.53% and 0.59% for the quarters ended June 30, 2011 and March 31, 2011, respectively.

Regions Financial Corporation and Subsidiaries	Page 5
Financial Supplement to Second Quarter 2011 Earnings Release

Consolidated Average Daily Balances and Yield / Rate Analysis

	Quarter Ended
	12/31/10								9/30/10								6/30/10
($ amounts in millions; yields on taxable-equivalent basis)	Average Balance			Income/ Expense		Yield/ Rate			Average Balance			Income/ Expense		Yield/ Rate			Average Balance			Income/ Expense		Yield/ Rate
Assets
Interest-earning assets:
Federal funds sold and securities purchased under agreements to resell	$	952		$	1		0.42	%	$	1,096		$	1		0.36	%	$	345		$	1		1.16	%
Trading account assets		1,255			13		4.11			1,214			9		2.94			1,186			9		3.04
Securities:
Taxable		23,878			193		3.21			23,863			214		3.56			23,862			224		3.77
Tax-exempt		47			—		—			39			—		—			41			—		—
Loans held for sale		1,486			12		3.20			1,213			10		3.27			1,031			9		3.50
Loans, net of unearned income		84,108			920		4.34			85,616			926		4.29			87,266			936		4.30
Other interest-earning assets		5,188			6		0.46			4,308			6		0.55			6,745			8		0.48
Total interest-earning assets		116,914			1,145		3.89			117,349			1,166		3.94			120,476			1,187		3.95
Allowance for loan losses		(3,164	)							(3,223	)							(3,215	)
Cash and due from banks		2,069								2,059								2,112
Other non-earning assets		17,515								17,544								17,912
	$	133,334							$	133,729							$	137,285
Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Savings accounts	$	4,622			1		0.09		$	4,517			1		0.09		$	4,478			1		0.09
Interest-bearing transaction accounts		12,690			6		0.19			13,606			7		0.20			15,651			8		0.21
Money market accounts		28,273			23		0.32			28,088			22		0.31			27,302			32		0.47
Time deposits		23,369			122		2.07			25,161			137		2.16			26,933			153		2.28
Total interest-bearing deposits (1)		68,954			152		0.87			71,372			167		0.93			74,364			194		1.05
Federal funds purchased and securities sold under agreements to repurchase		3,162			—		—			2,176			1		0.18			1,798			1		0.22
Other short-term borrowings		1,056			2		0.75			866			2		0.92			847			1		0.47
Long-term borrowings		14,006			105		2.97			14,878			120		3.20			15,933			128		3.22
Total interest-bearing liabilities		87,178			259		1.18			89,292			290		1.29			92,942			324		1.40
Net interest spread							2.71								2.65								2.55
Non-interest-bearing deposits (1)		25,688								23,706								23,688
Other liabilities		3,422								3,349								3,063
Stockholders’ equity		17,046								17,382								17,592
	$	133,334							$	133,729							$	137,285
Net interest income/margin FTE basis				$	886		3.00	%				$	876		2.96	%				$	863		2.87	%

(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 0.64%, 0.70% and 0.79% for the quarters ended December 31, 2010, September 30, 2010 and June 30, 2010, respectively.

Regions Financial Corporation and Subsidiaries	Page 6
Financial Supplement to Second Quarter 2011 Earnings Release

Loans

	Quarter Ended
($ amounts in millions)	6/30/11		3/31/11		12/31/10		9/30/10		6/30/10		6/30/11 vs. 3/31/11					6/30/11 vs. 6/30/10
Commercial and industrial	$	23,644	$	23,149	$	22,540	$	21,501	$	21,096	$	495		2.1	%	$	2,548		12.1	%
Commercial real estate mortgage - owner-occupied		11,797		11,889		12,046		11,850		11,967		(92	)	-0.8	%		(170	)	-1.4	%
Commercial real estate construction - owner-occupied		377		430		470		522		547		(53	)	-12.3	%		(170	)	-31.1	%
Total commercial		35,818		35,468		35,056		33,873		33,610		350		1.0	%		2,208		6.6	%
Commercial investor real estate mortgage		11,836		12,932		13,621		14,489		15,152		(1,096	)	-8.5	%		(3,316	)	-21.9	%
Commercial investor real estate construction		1,595		1,895		2,287		2,975		3,778		(300	)	-15.8	%		(2,183	)	-57.8	%
Total investor real estate		13,431		14,827		15,908		17,464		18,930		(1,396	)	-9.4	%		(5,499	)	-29.0	%
Residential first mortgage		14,306		14,404		14,898		15,723		15,567		(98	)	-0.7	%		(1,261	)	-8.1	%
Home equity*		13,593		13,874		14,226		14,534		14,802		(281	)	-2.0	%		(1,209	)	-8.2	%
Indirect		1,704		1,626		1,592		1,657		1,900		78		4.8	%		(196	)	-10.3	%
Consumer credit card		1,134		—		—		—		—		1,134		100.0	%		1,134		100.0	%
Other consumer		1,190		1,172		1,184		1,169		1,136		18		1.5	%		54		4.8	%
Total Loans	$	81,176	$	81,371	$	82,864	$	84,420	$	85,945	$	(195	)	-0.2	%	$	(4,769	)	-5.5	%
	Average Balances
($ amounts in millions)	2Q11		1Q11		4Q10		3Q10		2Q10		2Q11 vs. 1Q11					2Q11 vs. 2Q10
Commercial and industrial	$	23,506	$	22,889	$	21,956	$	21,313	$	21,109	$	617		2.7	%	$	2,397		11.4	%
Commercial real estate mortgage - owner-occupied		11,826		12,012		11,944		11,944		12,005		(186	)	-1.5	%		(179	)	-1.5	%
Commercial real estate construction - owner-occupied		404		438		503		516		563		(34	)	-7.8	%		(159	)	-28.2	%
Total commercial		35,736		35,339		34,403		33,773		33,677		397		1.1	%		2,059		6.1	%
Commercial investor real estate mortgage		12,607		13,393		14,223		15,090		15,586		(786	)	-5.9	%		(2,979	)	-19.1	%
Commercial investor real estate construction		1,805		2,100		2,649		3,477		4,340		(295	)	-14.0	%		(2,535	)	-58.4	%
Total investor real estate		14,412		15,493		16,872		18,567		19,926		(1,081	)	-7.0	%		(5,514	)	-27.7	%
Residential first mortgage		14,329		14,692		15,620		15,632		15,537		(363	)	-2.5	%		(1,208	)	-7.8	%
Home equity		13,744		14,053		14,389		14,684		14,947		(309	)	-2.2	%		(1,203	)	-8.0	%
Indirect		1,681		1,628		1,606		1,776		2,028		53		3.3	%		(347	)	-17.1	%
Consumer credit card		13		—		—		—		—		13		100.0	%		13		100.0	%
Other consumer		1,191		1,207		1,218		1,184		1,151		(16	)	-1.3	%		40		3.5	%
Total Loans	$	81,106	$	82,412	$	84,108	$	85,616	$	87,266	$	(1,306	)	-1.6	%	$	(6,160	)	-7.1	%

Deposits

	Quarter Ended
($ amounts in millions)	6/30/11		3/31/11		12/31/10		9/30/10		6/30/10		6/30/11 vs. 3/31/11					6/30/11 vs. 6/30/10
Customer Deposits
Interest-free deposits	$	28,148	$	27,480	$	25,733	$	25,300	$	22,993	$	668		2.4	%	$	5,155		22.4	%
Interest-bearing checking		15,982		13,365		13,423		12,409		15,148		2,617		19.6	%		834		5.5	%
Savings		5,118		5,064		4,668		4,544		4,475		54		1.1	%		643		14.4	%
Money market - domestic		24,650		27,261		27,420		27,983		26,773		(2,611	)	-9.6	%		(2,123	)	-7.9	%
Money market - foreign		476		533		569		509		502		(57	)	-10.7	%		(26	)	-5.2	%
Low-cost deposits		74,374		73,703		71,813		70,745		69,891		671		0.9	%		4,483		6.4	%
Time deposits		21,947		22,656		22,784		24,177		26,298		(709	)	-3.1	%		(4,351	)	-16.5	%
Total customer deposits		96,321		96,359		94,597		94,922		96,189		(38	)	0.0	%		132		0.1	%
Corporate Treasury Deposits
Time deposits		10		10		17		56		61		—		0.0	%		(51	)	-83.6	%
Total Deposits	$	96,331	$	96,369	$	94,614	$	94,978	$	96,250	$	(38	)	0.0	%	$	81		0.1	%
	Average Balances
($ amounts in millions)	2Q11		1Q11		4Q10		3Q10		2Q10		2Q11 vs. 1Q11					2Q11 vs. 2Q10
Customer Deposits
Interest-free deposits	$	27,806	$	26,405	$	25,688	$	23,706	$	23,688	$	1,401		5.3	%	$	4,118		17.4	%
Interest-bearing checking		13,898		13,228		12,690		13,606		15,651		670		5.1	%		(1,753	)	-11.2	%
Savings		5,107		4,837		4,622		4,517		4,478		270		5.6	%		629		14.0	%
Money market - domestic		26,302		27,276		27,767		27,574		26,670		(974	)	-3.6	%		(368	)	-1.4	%
Money market - foreign		503		540		506		514		632		(37	)	-6.9	%		(129	)	-20.4	%
Low-cost deposits		73,616		72,286		71,273		69,917		71,119		1,330		1.8	%		2,497		3.5	%
Time deposits		22,496		22,956		23,347		25,100		26,872		(460	)	-2.0	%		(4,376	)	-16.3	%
Total customer deposits		96,112		95,242		94,620		95,017		97,991		870		0.9	%		(1,879	)	-1.9	%
Corporate Treasury Deposits
Time deposits		10		15		22		61		61		(5	)	-33.3	%		(51	)	-83.6	%
Total Deposits	$	96,122	$	95,257	$	94,642	$	95,078	$	98,052	$	865		0.9	%	$	(1,930	)	-2.0	%

* Refer to page 15 for a breakout between 1st Lien and 2nd Lien Home Equity

Regions Financial Corporation and Subsidiaries	Page 7
Financial Supplement to Second Quarter 2011 Earnings Release

Loan Portfolio Mix

Loan Portfolio Balances by Percentage

	Quarter Ended
	6/30/11			3/31/11			12/31/10			9/30/10			6/30/10
Commercial and industrial		29.1	%		28.5	%		27.2	%		25.5	%		24.6	%
Commercial real estate mortgage - OO		14.5	%		14.6	%		14.5	%		14.0	%		13.9	%
Commercial real estate construction - OO		0.5	%		0.5	%		0.6	%		0.6	%		0.6	%
Total commercial		44.1	%		43.6	%		42.3	%		40.1	%		39.1	%
Commercial investor real estate mortgage		14.6	%		15.9	%		16.4	%		17.2	%		17.6	%
Commercial investor real estate construction		2.0	%		2.3	%		2.8	%		3.5	%		4.4	%
Total investor real estate		16.6	%		18.2	%		19.2	%		20.7	%		22.0	%
Residential first mortgage		17.6	%		17.7	%		18.0	%		18.6	%		18.1	%
Home equity		16.7	%		17.1	%		17.2	%		17.2	%		17.2	%
Indirect		2.1	%		2.0	%		1.9	%		2.0	%		2.2	%
Consumer credit card		1.4	%		0.0	%		0.0	%		0.0	%		0.0	%
Other consumer		1.5	%		1.4	%		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	Page 8
Financial Supplement to Second Quarter 2011 Earnings Release

Pre-Tax Pre-Provision Net Revenue (“PPNR”) and Adjusted PPNR (non-GAAP)

	Quarter Ended
($ amounts in millions)	6/30/11			3/31/11			12/31/10			9/30/10			6/30/10		2Q11 vs. 1Q11					2Q11 vs. 2Q10
Net Interest Income (GAAP)	$	864		$	863		$	877		$	868		$	856	$	1		0.1	%	$	8		0.9	%
Non-Interest Income (GAAP)		781			843			1,213			750			756		(62	)	-7.4	%		25		3.3	%
Total Revenue (GAAP)		1,645			1,706			2,090			1,618			1,612		(61	)	-3.6	%		33		2.0	%
Non-Interest Expense (GAAP)		1,198			1,167			1,266			1,163			1,326		31		2.7	%		(128	)	-9.7	%
Pre-tax Pre-provision Net Revenue (GAAP)	$	447		$	539		$	824		$	455		$	286		(92	)	-17.1	%		161		56.3	%
Adjustments:
Regulatory charge		—			—			—			—			200		—		—			(200	)	NM
Securities gains, net		(24	)		(82	)		(333	)		(2	)		—		58		-70.7	%		(24	)	NM
Loss (gain) on sale of mortgage loans		—			3			(26	)		—			—		(3	)	NM			—		—
Leveraged lease termination gains		—			—			(59	)		—			—		—		—			—		—
Loss on early extinguishment of debt		—			—			55			—			—		—		—			—		—
Securities impairment, net		—			—			—			1			—		—		—			—		—
Branch consolidation and equipment costs		77			—			—			—			—		77		NM			77		NM
Total adjustments		53			(79	)		(363	)		(1	)		200		132		-167.1	%		(147	)	-73.5	%
Adjusted PPNR (non-GAAP)	$	500		$	460		$	461		$	454		$	486	$	40		8.7	%	$	14		2.9	%

The PPNR table above presents computations of pre-tax pre-provision net revenue 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 earnings that excludes certain adjustments does not represent the amount that effectively accrues directly to stockholders.

Categorization of Income (Loss) Related to Mortgage Servicing Rights (MSRs) ⁽¹⁾

	Quarter Ended
($ amounts in millions)	6/30/11			3/31/11			12/31/10			9/30/10		6/30/10		2Q11 vs. 1Q11				2Q11 vs. 2Q10
Mortgage income (loss) (2)	$	(2	)	$	(11	)	$	(13	)	$	2	$	12		9	-81.8	%		(14	)	-116.7	%
	$	(2	)	$	(11	)	$	(13	)	$	2	$	12		9	-81.8	%		(14	)	-116.7	%

(1) This table details the impact of changes in valuation of mortgage servicing rights and related hedging instruments on the applicable category(ies) in the consolidated statements of operations.

(2) Net effect of mark-to-market impact of MSRs and derivatives used to hedge MSRs.

Regions Financial Corporation and Subsidiaries	Page 9
Financial Supplement to Second Quarter 2011 Earnings Release

Non-Interest Income and Expense

Non-Interest Income	Quarter Ended
($ amounts in millions)	6/30/11		3/31/11			12/31/10		9/30/10		6/30/10		2Q11 vs. 1Q11					2Q11 vs. 2Q10
Service charges on deposit accounts	$	308	$	287		$	290	$	294	$	302	$	21		7.3	%	$	6		2.0	%
Brokerage, investment banking and capital markets		248		267			312		257		254		(19	)	-7.1	%		(6	)	-2.4	%
Mortgage income		50		45			51		66		63		5		11.1	%		(13	)	-20.6	%
Trust department income		51		50			50		49		49		1		2.0	%		2		4.1	%
Securities gains, net		24		82			333		2		—		(58	)	-70.7	%		24		NM
Insurance income		25		28			25		25		26		(3	)	-10.7	%		(1	)	-3.8	%
Leveraged lease termination gains		—		—			59		—		—		—		—			—		—
(Loss) gain on sale of mortgage loans		—		(3	)		26		—		—		3		NM			—		—
Other		75		87			67		57		62		(12	)	-13.8	%		13		21.0	%
Total non-interest income	$	781	$	843		$	1,213	$	750	$	756		$  (62	)	-7.4	%	$	25		3.3	%
Non-Interest Expense	Quarter Ended
($ amounts in millions)	6/30/11		3/31/11			12/31/10		9/30/10		6/30/10		2Q11 vs. 1Q11					2Q11 vs. 2Q10
Salaries and employee benefits	$	561	$	594		$	601	$	582	$	560	$	(33	)	-5.6	%	$	1		0.2	%
Net occupancy expense		107		109			108		110		110		(2	)	-1.8	%		(3	)	-2.7	%
Furniture and equipment expense		79		77			76		75		79		2		2.6	%		—		—
Professional and legal fees		61		81			92		71		75		(20	)	-24.7	%		(14	)	-18.7	%
Marketing expense		17		13			14		22		18		4		30.8	%		(1	)	-5.6	%
Amortization of core deposit intangible		24		25			26		27		27		(1	)	-4.0	%		(3	)	-11.1	%
Other real estate owned expense		37		39			61		65		41		(2	)	-5.1	%		(4	)	-9.8	%
Other-than-temporary impairments, net		—		—			—		1		—		—		—			—		—
FDIC premiums		72		52			52		51		58		20		38.5	%		14		24.1	%
Branch consolidation and property and equipment charges		77		—			—		—		—		77		NM			77		NM
Loss on early extinguishment of debt		—		—			55		—		—		—		—			—		—
Regulatory charge		—		—			—		—		200		—		—			(200	)	NM
Other		163		177			181		159		158		(14	)	-7.9	%		5		3.2	%
Total non-interest expense	$	1,198	$	1,167		$	1,266	$	1,163	$	1,326	$	31		2.7	%	$	(128	)	-9.7	%

• Non-interest income decreased $62 million, however $58 million of the decline was due to lower securities gains and $3 million was related a prior quarter loss on sale of mortgage loans. On an adjusted basis, non-interest income declined $7 million or 1% linked quarter.

• Service charges income increased $21 million or 7% linked quarter, reflecting higher overdraft/NSF fees and interchange income. Interchange income has benefited from increasing active debit card usage; total transactions year-to-date are 12 percent higher compared to a year ago.

• Brokerage, investment banking and capital markets income decreased $19 million to $248 million, driven by a decline in private client and capital markets revenues.

• Mortgage income increased $5 million linked quarter, primarily reflecting improved MSR and related hedging performance.

• Securities gains in 2Q11 of $24 million were related to repositioning the securities portfolio, and resulted in shortening the duration to less than 3 years. Approximately $4 billion of 3.5 year agency mortgage-backed securities were sold, and the majority of the proceeds were subsequently reinvested in 2 year agency mortgage-backed securities.

• Non-interest expenses increased 3% linked quarter, however after adjusting for $77 million in charges related to branch consolidation and property and equipment charges, non-interest expenses declined 4%, and reflected lower salaries and benefits expense and a reduction in professional and legal fees.

• Salaries and benefits expense decreased 6% linked quarter, reflecting lower headcount and payroll taxes.

• The $20 million increase in FDIC premiums reflects new rules which went into effect on April 1st.

• Branch consolidation and property and equipment charges reflect the consolidation approximately 40 branches. This will occur in the second half of this year and is expected to result in $19 million in pretax annual future net cost saves.

Regions Financial Corporation and Subsidiaries	Page 10
Financial Supplement to Second Quarter 2011 Earnings Release

Morgan Keegan Financial Highlights

Summary Income Statement ⁽¹⁾

	Quarter Ended
													2Q11					2Q11
($ amounts in millions)	6/30/11			3/31/11		12/31/10		9/30/10		6/30/10			vs. 1Q11					vs. 2Q10
Net interest income (3)	$	16		$	15	$	21	$	15	$	15		$	1		6.7	%	$	1		6.7	%
Non-interest income		296			314		342		309		292			(18	)	-5.7	%		4		1.4	%
Non-interest expense		286			273		320		289		275			13		4.8	%		11		4.0	%
Regulatory charge		—			—		—		—		200			—		NM			(200	)	NM
Pre-tax Income		26			56		43		35		(168	)		(30	)	-53.6	%		194		-115.5	%
Income tax expense (benefit)		(34	)		25		26		13		12			(59	)	-236.0	%		(46	)	NM
Net income (loss)	$	60		$	31	$	17	$	22	$	(180	)		29		93.5	%		240		-133.3	%

Breakout of Revenue by Division ⁽²⁾

	Private Client			Fixed- Income Capital Markets			Equity Capital Markets			Investment Banking			Regions MK Trust			Asset Management			Interest & Other
($ amounts in millions)
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	%
Three months ended
March 31, 2011
$ amount of revenue	$	125		$	66		$	16		$	30		$	56		$	3		$	37
% of gross revenue		37.6	%		19.8	%		4.8	%		9.0	%		16.8	%		0.9	%		11.1	%
Six Months Ended
June 30, 2011
$ amount of revenue	$	242		$	137		$	30		$	67		$	117		$	8		$	46
% of gross revenue		37.4	%		21.2	%		4.6	%		10.4	%		18.1	%		1.2	%		7.1	%
Six Months Ended
June 30, 2010
$ amount of revenue	$	233		$	151		$	27		$	63		$	101		$	9		$	40
% of gross revenue		37.3	%		24.2	%		4.4	%		10.1	%		16.2	%		1.4	%		6.4	%

• Income tax benefit related to a portion of the regulatory settlement. Refer to Note 1 on page 18 for additional details.

• Fixed Income Capital Markets benefited from the volatility in the markets along with long-term rates declining in the second quarter.

• Investment Banking division was led by strong production from the healthcare and technology divisions.

• According to ThomsonReuters, Morgan Keegan was the 9th leading firm nationally for municipal underwritings year-to-date.

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

Regions Financial Corporation and Subsidiaries	Page 11
Financial Supplement to Second Quarter 2011 Earnings Release

Credit Quality

	As of and for Quarter Ended
($ amounts in millions)	6/30/11			3/31/11			12/31/10			9/30/10			6/30/10
Allowance for credit losses (ACL)	$	3,204		$	3,264		$	3,256		$	3,256		$	3,256
Allowance allocated to purchased loans		84			—			—			—			—
Provision for loan losses		398			482			682			760			651
Provision for unfunded credit losses		6			7			—			—			5
Net loans charged-off:
Commercial and industrial		49			72			128			89			87
Commercial real estate mortgage - owner-occupied		43			66			80			64			39
Commercial real estate construction - owner-occupied		1			4			4			3			3
Total commercial		93			142			212			156			129
Commercial investor real estate mortgage		247			132			202			254			203
Commercial investor real estate construction		56			42			99			171			133
Total investor real estate		303			174			301			425			336
Residential first mortgage		55			56			56			58			61
Home equity		83			94			92			102			106
Indirect		3			4			4			3			4
Other consumer		11			11			17			15			15
Total	$	548		$	481		$	682		$	759		$	651
Net loan charge-offs as a % of average loans, annualized
Commercial and industrial		0.85	%		1.27	%		2.31	%		1.66	%		1.65	%
Commercial real estate mortgage - owner-occupied		1.45	%		2.23	%		2.64	%		2.12	%		1.28	%
Commercial real estate construction - owner-occupied		1.08	%		3.74	%		3.54	%		1.95	%		2.17	%
Total commercial		1.05	%		1.63	%		2.44	%		1.83	%		1.53	%
Commercial investor real estate mortgage		7.85	%		4.00	%		5.63	%		6.67	%		5.22	%
Commercial investor real estate construction		12.56	%		8.07	%		14.91	%		19.57	%		12.33	%
Total investor real estate		8.44	%		4.56	%		7.09	%		9.09	%		6.77	%
Residential first mortgage		1.54	%		1.55	%		1.42	%		1.48	%		1.58	%
Home equity		2.43	%		2.71	%		2.53	%		2.74	%		2.84	%
Indirect		0.57	%		1.05	%		1.09	%		0.64	%		0.72	%
Other consumer		3.70	%		3.70	%		5.54	%		5.03	%		5.23	%
Total		2.71	%		2.37	%		3.22	%		3.52	%		2.99	%
Non-accrual loans, excluding loans held for sale	$	2,784		$	3,087		$	3,160		$	3,372		$	3,473
Non-performing loans held for sale		381			381			304			393			256
Non-accrual loans, including loans held for sale	$	3,165		$	3,468		$	3,464		$	3,765		$	3,729
Foreclosed properties		437			465			454			461			546
Non-performing assets (NPAs)	$	3,602		$	3,933		$	3,918		$	4,226		$	4,275
Loans past due > 90 days	$	483		$	527		$	585		$	593		$	612
Restructured loans not included in categories above (1)	$	1,664		$	1,553		$	1,483		$	1,299		$	1,239
Credit Ratios:
ACL/Loans, net		3.95	%		4.01	%		3.93	%		3.86	%		3.79	%
ALL/Loans, net		3.84	%		3.92	%		3.84	%		3.77	%		3.71	%
Allowance for loan losses to non-performing loans, excluding loans held for sale		1.12	x		1.03	x		1.01	x		0.94	x		0.92	x
Non-accrual loans, excluding loans held for sale/Loans		3.43	%		3.79	%		3.81	%		3.99	%		4.04	%
NPAs (ex. 90+ past due)/Loans, foreclosed properties and non-performing loans held for sale		4.39	%		4.78	%		4.69	%		4.96	%		4.93	%
NPAs (inc. 90+ past due)/Loans, foreclosed properties and non-performing loans held for sale		4.98	%		5.42	%		5.38	%		5.65	%		5.63	%

Allowance for Credit Losses

	Quarter Ended
($ amounts in millions)	6/30/11		6/30/10
Components:
Allowance for loan losses	$	3,120	$	3,185
Reserve for unfunded credit commitments		84		71
Allowance for credit losses	$	3,204	$	3,256

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

Regions Financial Corporation and Subsidiaries	Page 12
Financial Supplement to Second Quarter 2011 Earnings Release

Credit Quality

Gross and Net NPA Migration

	Quarter Ended
($ in millions)	6/30/11			3/31/11			12/31/10			9/30/10			6/30/10
Beginning Non-Performing Assets (1)	$	3,933		$	3,918		$	4,226		$	4,275		$	4,572
Additions	$	619		$	816		$	1,021		$	1,410		$	865
Resolutions (2)		(224	)		(214	)		(348	)		(255	)		(197	)
Charge-Offs / OREO Write-Downs		(362	)		(368	)		(576	)		(497	)		(458	)
Net Additions		33			234			97			658			210
Non-Accrual Asset Sales		(226	)		(106	)		(309	)		(511	)		(336	)
OREO Sales		(138	)		(113	)		(96	)		(196	)		(171	)
Ending Non-Performing Assets (1)		3,602			3,933			3,918			4,226			4,275
Change Versus Previous Quarter	($	331	)	$	15		($	308	)	($	49	)	$	116

Troubled Debt Restructurings

	Quarter Ended
(in millions)	6/30/11		3/31/11		12/31/10		9/30/10		6/30/10
Accruing:
Commercial	$	69	$	72		77		23		24
Investor Real Estate		273		208		192		150		22
Residential First Mortgage		876		854		813		746		836
Home Equity		383		355		335		314		295
Other Consumer		63		64		66		66		62
Total Accruing		1,664		1,553		1,483		1,299		1,239
Non-accrual or 90+ DPD:
Commercial		164		120		105		71		34
Investor Real Estate		200		230		198		159		99
Residential First Mortgage		207		221		240		222		217
Home Equity		29		28		30		26		26
Other Consumer		—		1		—		—		—
Total Non-accrual or 90+DPD		600		600		573		478		376
Total TDR		2,264		2,153		2,056		1,777		1,615

(1) Includes Loans Held for Sale

(2) Includes payments and returned to accruals

Regions Financial Corporation and Subsidiaries	Page 13
Financial Supplement to Second Quarter 2011 Earnings Release

Credit Costs

	Quarter Ended
(in millions)	6/30/11			3/31/11		12/31/10			9/30/10			6/30/10
Net Charge-offs
Investor Real Estate (IRE)	$	99		$	84	$	205		$	205		$	216
Commercial		91			126		197			143			117
Consumer Real Estate		138			150		148			160			167
Other Consumer		13			15		21			18			19
Net Charge-offs excluding charge-offs from Sales / Transfers to HFS		341			375		571			526			519
Sales/Transfer to HFS		207			106		111			233			132
Total Net Charge-offs		548			481		682			759			651
Net Loss / (Gain) - HFS Sales		(1	)		—		(7	)		(2	)		(9	)
HFS Write-downs (1)		5			2		21			7			5
OREO expense		37			39		61			65			40
Total Credit Costs before Reserve Change		589			522		757			829			687
Reserve Increase / (Reduction)		(150	)		1		—			1			—
Total Credit Costs after Reserve Change		439			523		757			830			687

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

Regions Financial Corporation and Subsidiaries	Page 14
Financial Supplement to Second Quarter 2011 Earnings Release

90+ Days Past Due Loans

	Quarter Ended
($ millions)	6/30/11					3/31/11					12/31/10					9/30/10					6/30/10
Commercial and Industrial	$	7		0.03	%	$	10		0.04	%	$	9		0.04	%	$	5		0.03	%	$	7		0.03	%
Commercial Real Estate Mortgage - OO		11		0.09	%		8		0.07	%		6		0.05	%		6		0.05	%		4		0.04	%
Commercial Real Estate Construction- OO		—		0.05	%		—		0.09	%		1		0.12	%		—		0.00	%		—		0.00	%
Total Commercial	$	18		0.05	%	$	18		0.05	%	$	16		0.05	%	$	11		0.03	%	$	11		0.03	%
Commercial Investor Real Estate Mortgage		5		0.04	%		13		0.10	%		5		0.04	%		6		0.04	%		26		0.17	%
Commercial Investor Real Estate Construction		—		0.02	%		1		0.04	%		1		0.04	%		2		0.05	%		4		0.10	%
Total Investor Real Estate	$	5		0.04	%	$	14		0.09	%	$	6		0.04	%	$	8		0.04	%	$	30		0.16	%
Residential First Mortgage		296		2.07	%		315		2.18	%		359		2.41	%		369		2.35	%		349		2.24	%
Home Equity		158		1.16	%		174		1.26	%		198		1.39	%		198		1.36	%		215		1.45	%
Direct		1		0.16	%		1		0.13	%		1		0.13	%		2		0.21	%		1		0.14	%
Indirect		2		0.10	%		2		0.13	%		2		0.13	%		2		0.14	%		3		0.12	%
Consumer Credit Card		—		0.00	%		—		0.00	%		—		0.00	%		—		0.00	%		—		0.00	%
Other Consumer		3		0.79	%		3		0.86	%		3		0.88	%		3		0.79	%		3		0.90	%
Total Consumer	$	460		1.44	%	$	495		1.59	%	$	563		1.76	%	$	574		1.74	%	$	571		1.71	%
Total 90+ Days Past Due Loans	$	483		0.60	%	$	527		0.65	%	$	585		0.71	%	$	593		0.70	%	$	612		0.71	%
Non-Accrual Loans (excludes loans held for sale)
	Quarter Ended
($ millions)	6/30/11					3/31/11					12/31/10					9/30/10					6/30/10
Commercial & Industrial	$	525		2.22	%	$	446		1.93	%	$	467		2.07	%	$	502		2.33	%	$	479		2.27	%
Commercial Real Estate Mortgage - OO		687		5.82	%		648		5.45	%		606		5.03	%		616		5.20	%		680		5.68	%
Commercial Real Estate Construction - OO		28		7.57	%		31		7.20	%		29		6.19	%		35		6.65	%		37		6.77	%
Total Commercial	$	1,240		3.46	%	$	1,125		3.17	%	$	1,102		3.14	%	$	1,153		3.40	%	$	1,196		3.56	%
Commercial Investor Real Estate Mortgage		820		6.93	%		1,142		8.83	%		1,265		9.28	%		1,347		9.30	%		1,286		8.49	%
Commercial Investor Real Estate Construction		371		23.25	%		448		23.64	%		452		19.76	%		561		18.87	%		754		19.94	%
Total Investor Real Estate	$	1,191		8.87	%	$	1,590		10.73	%	$	1,717		10.79	%	$	1,908		10.93	%	$	2,040		10.77	%
Residential First Mortgage		288		2.01	%		303		2.10	%		285		1.92	%		267		1.70	%		212		1.36	%
Home Equity		65		0.48	%		69		0.50	%		56		0.40	%		44		0.30	%		25		0.17	%
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	$	353		1.11	%	$	372		1.20	%	$	341		1.07	%	$	311		0.94	%	$	237		0.71	%
Total Non-Accrual Loans	$	2,784		3.43	%	$	3,087		3.79	%	$	3,160		3.81	%	$	3,372		3.99	%	$	3,473		4.04	%
Change versus pervious quarter		(303	)				(73	)				(212	)				(101	)			$	(233	)

OO = Owner Occupied

Business Services Credit Quality - Criticized Loans

Regions Financial Corporation and Subsidiaries	Page 15
Financial Supplement to Second Quarter 2011 Earnings Release

Residential Lending Net Charge-off Analysis

		Quarter Ended
		6/30/2011															3/31/2011
		First Liens									Junior Liens			Total (1)			First Liens									Junior Liens			Total (1)
($ in millions)		Residential Mortgage			Home Equity			Total First Liens			Home Equity						Residential Mortgage			Home Equity			Total First Liens			Home Equity
Florida	Net Charge-off %*		2.88	%		2.05	%		2.65	%		6.10	%		3.64	%		2.84	%		3.10	%		2.91	%		6.79	%		4.04	%
	$ Losses	$	39.0		$	10.4		$	49.4		$	45.8		$	95.2		$	38.8		$	15.7		$	54.5		$	52.2		$	106.7
	Balance	$	5,413.1		$	2,014.9		$	7,428.0		$	2,967.5		$	10,395.5		$	5,482.4		$	2,040.5		$	7,522.9		$	3,067.4		$	10,590.3
	Original LTV		71.6	%		65.4	%					75.7	%
All Other	Net Charge-off %*		0.72	%		0.64	%		0.70	%		1.76	%		0.98	%		0.76	%		0.65	%		0.73	%		1.64	%		0.97	%
States	$ Losses	$	16.1		$	6.5		$	22.6		$	20.5		$	43.1		$	17.2		$	6.6		$	23.8		$	19.4		$	43.2
	Balance	$	8,893.1		$	3,996.2		$	12,889.3		$	4,614.1		$	17,503.4		$	8,921.9		$	4,059.9		$	12,981.8		$	4,706.5		$	17,688.3
	Original LTV		73.8	%		66.8	%					79.3	%
Totals	Net Charge-off %*		1.54	%		1.11	%		1.41	%		3.46	%		1.97	%		1.55	%		1.47	%		1.52	%		3.68	%		2.11	%
	$ Losses	$	55.1		$	16.9		$	72.0		$	66.3		$	138.3		$	56.0		$	22.3		$	78.3		$	71.6		$	149.9
	Balance	$	14,306.2		$	6,011.1		$	20,317.3		$	7,581.6		$	27,898.9		$	14,404.3		$	6,100.4		$	20,504.7		$	7,773.9		$	28,278.6
	Original LTV		73.0	%		66.3	%					77.8	%

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

• 22% Florida junior lien concentration driving results

• Junior lien, Florida net charge-offs represent 55% of 2Q11 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 774 and an average LTV of 62%; Property value declines driving losses

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

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

Regions Financial Corporation and Subsidiaries	Page 16
Financial Supplement to Second Quarter 2011 Earnings Release

Investor Real Estate Analysis

Regions Financial Corporation and Subsidiaries	Page 17
Financial Supplement to Second Quarter 2011 Earnings Release

Investor Real Estate Analysis

Regions Financial Corporation and Subsidiaries	Page 18
Financial Supplement to Second Quarter 2011 Earnings Release

Reconciliation to GAAP Financial Measures

The table below presents computations of earnings and certain other financial measures excluding regulatory charge and related tax benefit (non-GAAP). The regulatory charge and related tax benefit are included in financial results presented in accordance with generally accepted accounting principles (GAAP). Regions believes that the exclusion of the regulatory charge and related tax benefit in expressing earnings and certain other financial measures, including “earnings (loss) per common share, excluding regulatory charge and related tax benefit”, “return on average assets, excluding regulatory charge and 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)		06/30/11			03/31/11			12/31/10			09/30/10			06/30/10
Income (loss):
Net income (loss) (GAAP)		$	109		$	69		$	89		$	(155	)	$	(277	)
Preferred dividends and accretion (GAAP)			(54	)		(52	)		(53	)		(54	)		(58	)
Net income (loss) available to common shareholders (GAAP)	A	$	55		$	17		$	36		$	(209	)	$	(335	)
Net income (loss) available to common shareholders (GAAP)		$	55		$	17		$	36		$	(209	)	$	(335	)
Regulatory charge and related tax benefit (1)			(44	)		—			—			—			200
Net income (loss) available to common shareholders, excluding regulatory charge and related tax benefit (non-GAAP)	B	$	11		$	17		$	36		$	(209	)	$	(135	)
Weighted-average diluted shares	C		1,260			1,259			1,259			1,257			1,200
Earnings (loss) per common share - diluted (GAAP)	A/C		0.04			0.01			0.03			(0.17	)		(0.28	)
Earnings (loss) per common share, excluding regulatory charge and related tax benefit - diluted (non-GAAP)	B/C		0.01			0.01			0.03			(0.17	)		(0.11	)

(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	Page 19
Financial Supplement to Second Quarter 2011 Earnings Release

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)		06/30/11			03/31/11			12/31/10			09/30/10			06/30/10
Non-interest expense (GAAP)		$	1,198		$	1,167		$	1,266		$	1,163		$	1,326
Adjustments:
Regulatory charge			—			—			—			—			(200	)
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	$	1,121		$	1,167		$	1,211		$	1,162		$	1,126
Net interest income, taxable-equivalent basis (GAAP)		$	872		$	872		$	886		$	876		$	863
Non-interest income (GAAP)			781			843			1,213			750			756
Adjustments:
Securities gains, net			(24	)		(82	)		(333	)		(2	)		—
Leveraged lease termination gains			—			—			(59	)		—			—
Loss (gain) on sale of mortgage loans			—			3			(26	)		—			—
Adjusted non-interest income (non-GAAP)			757			764			795			748			756
Adjusted total revenue (non-GAAP)	E	$	1,629		$	1,636		$	1,681		$	1,624		$	1,619
Efficiency ratio (non-GAAP)	D/E		68.8	%		71.3	%		72.0	%		71.6	%		69.5	%

Regions Financial Corporation and Subsidiaries	Page 20
Financial Supplement to Second Quarter 2011 Earnings Release

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)		06/30/11			03/31/11			12/31/10			09/30/10			06/30/10
RETURN ON AVERAGE ASSETS
Average assets (GAAP)	F	$	130,678		$	131,212		$	133,334		$	133,729		$	137,285
Return on average assets (GAAP) (1)	A/F		0.17	%		0.05	%		0.11	%		-0.62	%		-0.98	%
Return on average assets, excluding regulatory charge and related tax benefit (non-GAAP) (1)	B/F		0.03	%		0.05	%		0.11	%		-0.62	%		-0.40	%
RETURN ON AVERAGE TANGIBLE COMMON STOCKHOLDERS’ EQUITY
Average stockholders’ equity (GAAP)		$	16,796		$	16,684		$	17,046		$	17,382		$	17,559
Less: Average intangible assets (GAAP)			5,909			5,935			5,961			5,989			6,019
Average deferred tax liability related to intangibles (GAAP)			(230	)		(237	)		(243	)		(250	)		(257	)
Average preferred equity (GAAP)			3,392			3,383			3,374			3,364			3,576
Average tangible common stockholders’ equity (non-GAAP)	G	$	7,725		$	7,603		$	7,954		$	8,279		$	8,221
Return on average tangible common stockholders’ equity (GAAP) (1)	A/G		2.88	%		0.89	%		1.78	%		-10.00	%		-16.36	%
Return on average tangible common stockholders’ equity, excluding regulatory charge and related tax benefit (non-GAAP) (1)	B/G		0.57	%		0.89	%		1.78	%		-10.00	%		-6.60	%
TANGIBLE COMMON RATIOS
Stockholders’ equity (GAAP)		$	16,888		$	16,619		$	16,734		$	17,163		$	17,463
Less: Preferred equity (GAAP)			3,399			3,389			3,380			3,370			3,360
Intangible assets (GAAP)			5,981			5,919			5,946			5,975			6,004
Deferred tax liability related to intangibles (GAAP)			(227	)		(233	)		(240	)		(246	)		(253	)
Tangible common stockholders’ equity (non-GAAP)	H	$	7,735		$	7,544		$	7,648		$	8,064		$	8,352
Total assets (GAAP)		$	130,908		$	131,756		$	132,351		$	133,498		$	135,340
Less: Intangible assets (GAAP)			5,981			5,919			5,946			5,975			6,004
Deferred tax liability related to intangibles (GAAP)			(227	)		(233	)		(240	)		(246	)		(253	)
Tangible assets (non-GAAP)	I	$	125,154		$	126,070		$	126,645		$	127,769		$	129,589
Shares outstanding—end of quarter	J		1,259			1,256			1,256			1,256			1,256
Tangible common stockholders’ equity to tangible assets (non-GAAP)	H/I		6.18	%		5.98	%		6.04	%		6.31	%		6.45	%
Tangible common book value per share (non-GAAP)	H/J	$	6.13		$	6.00		$	6.09		$	6.42		$	6.65
TIER 1 COMMON RISK-BASED RATIO (2)
Stockholders’ equity (GAAP)		$	16,888		$	16,619		$	16,734		$	17,163		$	17,463
Accumulated other comprehensive (income) loss			177			387			260			(208	)		(306	)
Non-qualifying goodwill and intangibles			(5,668	)		(5,686	)		(5,706	)		(5,729	)		(5,752	)
Disallowed deferred tax assets			(499	)		(463	)		(424	)		(427	)		(443	)
Disallowed servicing assets			(35	)		(28	)		(27	)		(20	)		(22	)
Qualifying non-controlling interests			92			92			92			92			92
Qualifying trust preferred securities			846			846			846			846			846
Tier 1 capital (regulatory)		$	11,801		$	11,767		$	11,775		$	11,717		$	11,878
Qualifying non-controlling interests			(92	)		(92	)		(92	)		(92	)		(92	)
Qualifying trust preferred securities			(846	)		(846	)		(846	)		(846	)		(846	)
Preferred stock			(3,399	)		(3,389	)		(3,380	)		(3,370	)		(3,360	)
Tier 1 common equity (non-GAAP)	K	$	7,464		$	7,440		$	7,457		$	7,409		$	7,580
Risk-weighted assets (regulatory)	L		93,855			93,929			94,966			97,088			98,653
Tier 1 common risk-based ratio (non-GAAP)	K/L		7.9	%		7.9	%		7.9	%		7.6	%		7.7	%

(1) Income statement amounts have been annualized in calculation

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

Regions Financial Corporation and Subsidiaries	Page 21
Financial Supplement to Second Quarter 2011 Earnings Release

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)	06/30/11
Stockholders’ equity (GAAP)		16,888
Non-qualifying goodwill and intangibles (1)		(5,754	)
Adjustments, including other comprehensive income related to cash flow hedges, disallowed deferred tax assets, threshold deductions and other adjustments		(877	)
		10,257
Qualifying non-controlling interests		4
Basel III Tier 1 Capital (non-GAAP)		10,261
Basel III Tier 1 Capital (non-GAAP)		10,261
Preferred Stock		(3,398	)
Qualifying non-controlling interests		(4	)
Basel III Tier 1 Common (non-GAAP)		6,859
Basel I risk-weighted assets		93,855
Basel III risk-weighted assets (2)		95,363
				Minimum
Basel III Tier 1 Capital Ratio		10.8	%	8.5	%
Basel III Tier 1 Common Ratio		7.2	%	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	Page 22
Financial Supplement to Second Quarter 2011 Earnings Release

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 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.

• 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 Report on Form 10-Q for the quarter ended March 31, 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

EX-99.3

Regions Financial

2

nd

Quarter Earnings Conference Call

July 26, 2011

Continued Progress; Core PPNR* reaches $500MM

›

3

rd

consecutive

quarter

of

profitability,

highest

level

since

third

quarter

2008

›

Continued solid core business performance, core PPNR increased 9%* linked quarter

›

Credit costs** negatively impacted EPS ($0.22) per share

›

Reached settlement with SEC, FINRA and state regulators; review of strategic alternatives for

Morgan Keegan underway

›

Announced formation of new Wealth Management Line of Business

›

Profitably gaining market share, growing customer base and expanding existing relationships

›

Re-entry

into

credit

card

business

--

repurchased

$1.2B

in

customer

balances

›

Focused on improving productivity and efficiencies

($ in millions)

2Q10

1Q11

2Q11

Net Income (Loss)

($335)

$17

$55

EPS

($0.28)

$0.01

$0.04

Net Interest Margin

2.87%

3.07%

3.05%

Loan Loss Provision

$651

$482

$398

Earnings

Highlights

* See appendix for non-GAAP reconciliation

** Includes loan loss provision, other real estate expense and net loss / (gain) on HFS sales

1

Solid Core Performance

2

Improvement

›

Key credit metrics continue to improve

›

Formation of non-performing loans declined for the 3rd consecutive quarter

›

Non-performing loans, excluding loans held for sale, declined for the 5th consecutive

quarter or 10%

›

Total loan loss provision declined 17% linked quarter or $84MM

›

Criticized and classified loans continued to decline

Business

Performance

Improvement

›

Targeting a more diversified and balanced loan mix

›

Consumer loan production increased 14% year-to-date and 8% linked quarter

›

Growth

in

indirect

lending

–

expected

to

sign

1,200

auto

dealerships

by

year

end

›

Purchase of credit card portfolio allows us to better serve our customers

›

Product innovation will contribute to fee revenue and further diversify revenue streams

›

Business services loan production increased 14% over prior year

›

Commercial and industrial commitments increased 7% year to date

›

Small

business

remains

a

priority

--

providing

loans,

fee

income

and

deposits

›

Average low-cost deposits increased 4% versus prior year, deposit costs declined 26 bps

›

Despite

legislative

and

regulatory

rule

changes,

service

charges

revenue

grew

7%

over

prior quarter

Asset

Quality

2Q11 Earnings Highlights

3

›

Adjusted PPNR reaches highest level since third quarter 2008

›

Loan

loss

provision

declined

$84MM

impacted

by

loan

loss

reserve

reduction

of

$150MM

related

primarily to asset dispositions

›

$44 million tax benefit related to a portion of the regulatory settlement

* See appendix for non-GAAP reconciliation

($ in millions, except EPS)

2Q10

1Q11

2Q11

$

%

$

%

Net Interest Income

$  856

$  863

$  864

$  1

0%

$  8

1%

Adjusted Non-Interest Revenue*

756

764

757

(7)

-1%

1

0%

Adjusted Non-Interest Expense*

1,126

1,167

1,121

(46)

-4%

(5)

0%

Adjusted PPNR*

486

460

500

40

9%

14

3%

Net Charge-Offs

651

481

548

67

14%

(103)

-16%

Loan Loss Reserve Build / (Reduction)

-

1

(150)

(151)

NM

(150)

NM

Loan Loss Provision

651

482

398

(84)

-17%

(253)

-39%

Net Income (Loss) Available to

Common Shareholders

$  (135)

$  17

$  55

$  38

224%

$  190

141%

EPS

($0.28)

$0.01

$0.04

$0.03

337%

$0.32

116%

Adjusted EPS*

($0.11)

($0.03)

$0.04

$0.06

-221%

$0.15

131%

2Q11 vs. 1Q11

2Q11 vs. 2Q10

Non-Performing Loan Inflows Declined 24%

Ending Balances

4

NPL Inflows by Type

Business Services Gross NPLs

Non-Performing Loans* Declined 10%

5

›

Non-performing loans, excluding loans

held for sale, declined $303 million or

10%

›

$620 million of criticized loans were

sold or moved to held for sale

›

Non-performing assets declined $331

million or 8%

›

Delinquencies improved for the 5th

straight quarter

›

Business Services criticized loans

declined approximately $1.2 billion or

14%

* Excluding non-performing loans held for sale

Non-Performing Assets

Allowance Coverage of Non-Performing Loans

Increases 9 bps

Sales/

HFS

(1)

(1) Loan charge-offs related to Sales  and Transfer to Held for Sale

(2) Excludes loans held for sale

6

Loan Loss Provision

Allowance and Coverage

Loan Balances Reflect Commercial Growth offset by

Continued Decline in Investor Real Estate

›

Commercial loan balances on

an ending basis increased 7%

from one year ago reflecting

strength in our middle market

segment

›

Commercial & industrial

commitments increased 4%

linked quarter to $28 billion

›

Investor Real Estate declined

$1.4 billion from prior quarter on

an ending balance and now

totals $13.4 billion

›

Purchased $1.2 billion credit

card portfolio

›

Decrease in loan yield due to

loans resetting to declining 30-

day LIBOR

7

* Average Balances

›

Our improved deposit mix is

resulting in lower deposit costs

›

Low cost deposits as a % of

total deposits increased to

76.6% in 2Q11 from 72.5% in

2Q10

›

Repricing opportunities remain

with over $6.1 billion of CD’s

maturing in the next 6 months

at an average rate of 1.48%

›

Deposit costs declined 6 bps

linked quarter; down 26 bps

year-over-year

8

* Average Balances

Deposit Balances* and Deposit Costs

Deposit Costs Decline 6 bps; Driven by Improving

Deposit Mix

Net Interest Income Steadied

›

Net Interest Margin Up 18

bps versus prior year

›

Net interest margin decline

impacted by excess liquidity

›

Repositioned securities

portfolio, shortened duration

resulting in $24 million of

securities gains

9

Net Income and Net Interest Margin

Non-Interest Revenues Reflect Lower Brokerage

Income Offset by Solid Service Charges Growth

›

Adjusted non-interest revenue* 1%

lower than prior quarter

›

Morgan Keegan’s revenues down

due to lower private client and

capital markets revenue in 2Q11

›

Service charges increase reflects

ongoing restructure of our accounts

to fee-eligible.  Interchange income

benefited from increased

transaction volume

›

Launch of new products and

ongoing restructuring of checking

accounts to fee-eligible

›

Mortgage revenue increased 11%

due to improved MSR and related

hedging performance

10

* Non –

GAAP; Refer to  Appendix

Adjusted Non-Interest Revenue*

Focused Expense Management Leads to 4% Decline

in Expenses

›

Adjusted non-interest expenses* 4%

lower versus prior quarter

›

Salaries and benefits declined 6%

linked quarter and professional and

legal fees declined $20 million linked

quarter

›

FDIC premium expenses increased

38% or $20 million versus 1Q11

›

Credit-related expenses declined

modestly and represent 8% of

second quarter’s adjusted

expenses*

›

Recorded $77 million of charges

related to consolidation of

approximately 40 branches and

property and equipment

›

Headcount down 568 positions

during 2011

11

* Non –

GAAP; Refer to  Appendix

** Proforma to include 40 branch consolidations

Occupancy Detail

Headcount Trends

Square Footage

Branch Count

Capital Ratios Remain Strong;

Liquidity Profile Solid

*  Current Quarter ratios are estimated

** Non-GAAP -

Subject to change as interpretation of Basel III rules is ongoing and dependent on guidance from

›

Well-positioned with respect to the Liquidity Coverage Ratio prescribed under Basel III

›

Solid liquidity at both the bank and holding company

›

Loan-to-deposit ratio of 84.3%

12

Capital Ratios

Favorable Liquidity Position

Basel

and

regulators;

see

appendix

for

reconciliation

›Forward- Looking

Statements

14

This presentation 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 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 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.

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 the 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 foregoing list of factors is not exhaustive. For discussion of these and other factors 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 report on Form 10-Q for the quarter ended March 31, 2011, as on file with the Securities and Exchange

Commission. 

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. 

Non-GAAP Reconciliation: PPNR

15

($ in millions)

2Q10

3Q10

4Q10

1Q11

2Q11

Net interest income (GAAP)

856

$    

868

$    

877

$    

863

$    

864

$    

Non-interest income (GAAP)

756

750

1,213

843

781

Adjustments:

Securities (gains) losses, net

-

(2)

(333)

(82)

(24)

Leveraged lease termination gains

-

-

(59)

-

-

Loss (gain) on sale of mortgage loans

-

-

(26)

3

-

Adjusted non-interest income (non-GAAP)

756

748

795

764

757

Adjusted total revenue (non-GAAP)

1,612

$ 

1,616

$ 

1,672

$ 

1,627

$ 

1,621

$ 

Non-interest expense (GAAP)

1,326

$ 

1,163

$ 

1,266

$ 

1,167

$ 

1,198

$ 

Adjustments:

Regulatory charge

(200)

-

-

-

-

Loss on extinguishment of debt

-

-

(55)

-

-

Securities impairment, net

-

(1)

-

-

-

Branch consolidation and property and equipment charges

-

-

-

-

(77)

Adjusted non-interest expense (non-GAAP)

1,126

$ 

1,162

$ 

1,211

$ 

1,167

$ 

1,121

$ 

Adjusted pre-tax pre-provision net revenue

486

$    

454

$    

461

$    

460

$    

500

$    

Non-GAAP Reconciliation: EPS

16

2Q10

1Q11

2Q11

EPS as reported (GAAP)

(0.28)

$        

0.01

$         

0.04

$         

Significant Items:

Regulatory charge and related tax benefit

0.17

-

(0.03)

Securities (gains) losses, net

-

(0.04)

(0.01)

Branch consolidation and property and equipment charges

-

-

0.04

Adjusted EPS (Non-GAAP)

(0.11)

$        

(0.03)

$        

0.04

$         

Non-GAAP Reconciliation: Capital

17

($ amounts in millions)   

06/30/11

Stockholders' equity (GAAP) 

16,888

Non-qualifying goodwill and intangibles 

(1)

(5,754)

Adjustments, including other comprehensive income related to cash flow hedges,

disallowed deferred tax assets, threshold deductions and other adjustments

(877)

10,257

Qualifying non-controlling interests

4

Basel III Tier 1 Capital (non-GAAP)

10,261

Basel III Tier 1 Capital (non-GAAP)

10,261

Preferred Stock

(3,398)

Qualifying non-controlling interests

(4)

Basel III Tier 1 Common (non-GAAP)

6,859

Basel I risk-weighted assets

93,855

Basel III risk-weighted assets

(2)

95,363

Minimum

Basel III Tier 1 Capital Ratio

10.8%

8.5%

Basel III Tier 1 Common Ratio

7.2%

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.