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 24, 2012

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 24, 2012 Regions Financial Corporation issued a press release announcing its preliminary results of operations for the quarter ended June 30, 2012. A copy of the press release is attached hereto as Exhibit 99.1. Supplemental financial information for the quarter ended June 30, 2012 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 24, 2012
99.2	Supplemental Financial Information
99.3	Visual Presentation of July 24, 2012

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 24, 2012

EX-99.1

Exhibit 99.1

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

Regions Reports Earnings for Second Quarter 2012

Prudent, profitable growth driven by solid business performance

BIRMINGHAM, Ala. – (BUSINESS WIRE) – July 24, 2012 – Regions Financial Corporation (NYSE:RF) today reported earnings for the quarter ending June 30, 2012.

Key points:

• Reported net income available to common shareholders of $284 million or $0.20 per diluted share reflecting solid business performance and continued improvement in asset quality metrics

• Completed the sale of Morgan Keegan and repaid the U.S. Treasury’s Series A preferred stock investment

• The effect of the acceleration of the accretion related to the Series A preferred stock was $71 million or $0.05 per diluted share¹

• Pre-tax pre-provision income¹ (“PPI”) from continuing operations totaled $503 million, a 15 percent increase from the prior quarter

• Net interest income increased $11 million linked quarter and totaled $838 million, while the net interest margin increased 7 basis points to 3.16 percent

• Non-interest revenue from continuing operations was $507 million, a 3 percent decline on a linked quarter basis primarily related to a decline in service charges; however growth in mortgage income was strong increasing 17 percent

• Non-interest expenses from continuing operations totaled $842 million, reflecting an 8 percent decrease linked quarter primarily related to lower credit related costs

• Balance sheet reflects solid commercial loan growth and steady total deposits

• Loan growth in the middle market commercial and industrial portfolio continued, with average loans up 4 percent linked quarter, while consumer loans declined 1 percent

• Loan yields were flat linked quarter at 4.29 percent due to a continued low rate environment

• Funding mix continued to improve and deposit costs declined to 32 basis points down 5 basis points from first quarter and 21 basis points from the prior year

• Average low cost deposits grew 2 percent linked quarter but were offset by a 10 percent decline in average time deposits, leaving total average deposits steady linked quarter

• Broad based asset quality improvement continued

• Non-performing loans, excluding loans held for sale, declined $236 million or 11 percent linked quarter; inflows of non-performing loans declined to $315 million, a decrease of 17 percent from the first quarter and down 48 percent from the peak.

• Net charge-offs decreased 20 percent linked quarter; loan loss provision of $26 million was $239 million less than net charge-offs and down from first quarter’s $117 million

• Allowance for loan losses as a percentage of loans declined 29 basis points linked quarter to 3.01 percent, while the coverage ratio of non-performing loans increased 2 basis points to 1.20x

• Strong capital position with an estimated Tier 1 ratio of 11.0 percent and Tier 1 Common ratio1 of 10.0 percent at June 30, 2012

• Liquidity position remains conservative with a loan-to-deposit ratio of 80 percent

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Highlights		Three Months Ended:
(In millions, except per share data)		June 30, 2012			March 31, 2012			June 30, 2011
		Amount			Amount			Amount
Net Income
Net interest income		$	838		$	827		$	856
Provision for loan losses			26			117			398
Securities gains, net			12			12			24
Other non-interest income			495			512			519
Non-interest expense			842			913			956
Pre-tax income			477			321			45
Income tax expense (benefit)			126			82			(34	)
Income from continuing operations	(A)		351			239			79
Income (loss) from discontinued operations, net of tax			4			(40	)		30
Net income			355			199			109
Preferred dividends and accretion	(B)		71			54			54
Net income available to common shareholders		$	284		$	145		$	55
Income from continuing operations available to common shareholders (A) – (B)		$	280		$	185		$	25
		Three Months Ended
		June 30, 2012			March 31, 2012			June 30, 2011
		Amount/Dil. EPS			Amount/Dil. EPS			Amount/Dil. EPS
Pre-tax Pre-Provision Income (non-GAAP) 1
Income from continuing operations available to common shareholders (GAAP) (A) – (B)		$	280		$	185		$	25
Plus: Preferred dividends and accretion (GAAP)			71			54			54
Plus: Income tax expense (benefit) (GAAP)			126			82			(34	)
Pre-tax income from continuing operations (GAAP)			477			321			45
Plus: Provision for loan losses (GAAP)			26			117			398
Pre-tax pre-provision income from continuing operations (non-GAAP) 1		$	503		$	438		$	443
		Three Months Ended
		June 30, 2012			March 31, 2012			June 30, 2011
Key ratios *
Net interest margin (FTE)			3.16	%		3.09	%		3.07	%
Tier 1 capital			11.0	%		14.3	%		12.6	%
Tier 1 common 1 risk-based ratio (non-GAAP)			10.0	%		9.6	%		7.9	%
Tangible common stockholders’ equity to tangible assets 1 (non-GAAP)			8.04	%		7.35	%		6.18	%
Tangible common book value per share 1 (non-GAAP)		$	6.69		$	6.42		$	6.15
Asset quality
Allowance for loan losses as % of net loans			3.01	%		3.30	%		3.84	%
Net charge-offs as % of average net loans ~			1.39	%		1.73	%		2.71	%
Non-accrual loans, excluding loans held for sale, as % of loans			2.51	%		2.80	%		3.43	%
Non-performing assets as % of loans, foreclosed properties and non-performing loans held for sale			3.04	%		3.42	%		4.39	%
Non-performing assets (including 90+past due) as % of loans, foreclosed properties and non-performing loans held for sale			3.57	%		3.97	%		4.98	%

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

~ Annualized

¹  Non-GAAP, refer to pages 8 and 16-19 of the financial supplement to this earnings release

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Focused on prudent, profitable growth

Regions reported second quarter net income available to common shareholders of $284 million or $0.20 per diluted share driven by continued improvement in core business performance. Second quarter income from continuing operations was $280 million or $0.20 per diluted share compared to $185 million or $0.14 per diluted share in the first quarter. Regions reported net income of $4 million from discontinued operations, attributable to the gain on the sale of Morgan Keegan. In connection with the repayment of its Series A preferred stock, the company accelerated the accretion of the discount and coupled with the final preferred stock dividends, reduced net income available to common shareholders by $71 million, or $0.05 per diluted share.¹

Pre-tax pre-provision income¹ totaled $503 million as compared to $438 million in the prior quarter. This improvement of 15 percent linked quarter reflected an increase in net interest income and a decline in non-interest expenses partially offset by a decline in non-interest revenue.

“We continued to make incremental progress on many key fronts and are pleased with the improvement of our financial performance despite considerable economic and political uncertainty, and an uneven economic recovery,” said Grayson Hall, president and chief executive officer. “By focusing on initiatives that we can control, we continue to drive sustainable and prudent growth across our business.”

Mortgage revenue grows while credit related expenses decline

Non-interest revenues from continuing operations totaled $507 million, down 3 percent linked quarter. Mortgage revenue increased 17 percent linked quarter or $13 million driven by new home purchases and refinance activity, as customers took advantage of low interest rates and the extended Home Affordable Refinance Program, or HARP II. Mortgage production for the quarter was $2.1 billion, a 28 percent increase from the prior quarter. While closed application volumes have increased 50 percent since last year, the company has maintained efficient completion times that have aided productivity.

Account service fees and charges were down $21 million linked quarter due to the establishment of a reserve for certain customer fee refunds resulting from a change in the company’s non-sufficient funds policy. Excluding this item, total service charges would have been consistent with the first quarter.

Non-interest expenses from continuing operations declined $71 million linked quarter, an improvement of 8 percent, and are down $114 million or 12 percent from the prior year. This reduction in expenses is primarily driven by lower credit related expenses; in particular, held for sale expenses in the second quarter benefited from $26 million in gains related to sales of properties, reflecting asset value improvements.

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Commercial and industrial loan growth led by expertise in specialized lending

Despite continued economic headwinds and uncertainty, Regions was able to grow loans in targeted areas through expertise and service quality. Second quarter results reflect growth in lending to middle market commercial and industrial customers, in particular the specialized banking groups. Average loans in this category were up 4 percent compared to prior quarter and total commercial and industrial commitments grew $441 million, or 1.4 percent linked quarter. Commercial loan production (including renewals) totaled $11.6 billion, of which $4.3 billion were new loan originations.

Consumer loan production totaled $2.8 billion in second quarter, which is an increase of 24% over last year. Indirect auto loans experienced a 6 percent increase in balances but this was offset by declines in the residential mortgage and home equity portfolios. Consumer loan balances continue to be impacted by consumer deleveraging and the overall economic environment including home prices.

Overall, average loans declined 1 percent linked quarter reflecting a further $638 million or 6 percent decline in the investor real estate portfolio. The company’s aggregate loan yield was flat linked quarter at 4.29 percent, primarily due to the low rate environment.

Funding mix improvement resulting in a decline in deposit costs

Average low-cost deposits improved 2 percent linked quarter while higher cost time deposits declined 10 percent. This deposit mix shift drove an improvement in the company’s funding mix during the quarter, as average low-cost deposits as a percentage of total deposits rose to 82 percent compared to 77 percent last year. This positive mix shift resulted in deposit costs declining to 32 basis points for the quarter, down 5 basis points from first quarter and 21 basis points from last year. Total funding costs declined to 60 basis points, down 20 basis points from one year ago.

Net interest income from continuing operations was $838 million; an $11 million increase linked quarter. The net interest margin rose linked quarter to 3.16 percent due to lower deposit costs, lower non-accrual levels and further deployment of excess cash.

Broad based asset quality improvement continues

Asset quality continued to improve in the second quarter. The provision for loan losses totaled $26 million or $239 million less than net charge-offs and was down from first quarter’s provision of $117 million. Total net charge-offs decreased $67 million or 20 percent linked quarter to $265 million. The company’s loan loss allowance to non-performing loan coverage ratio increased from 1.12x to 1.20x year-over-year and the allowance for loan losses as a percent of loans was 3.01 percent as of June 30, 2012.

Non-performing loans, excluding loans held for sale, totaled $1.9 billion and were down $236 million or 11 percent linked quarter. This is the first time that non-performing loans have been below $2 billion in three years. Inflows of non-performing loans declined to $315 million or 17 percent from the first quarter. Business Services criticized loans also declined 9 percent in the quarter and are down 31 percent year-over-year.

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Strong capital and solid liquidity

Early in the second quarter Regions repaid the U.S. Treasury Department’s $3.5 billion preferred stock investment. This transaction followed the completion of a highly successful common equity offering late in the first quarter. In connection with the repayment of the Series A preferred stock the company redeemed the associated warrant for $45 million.

Tier 1 and Tier 1 common¹ capital ratios remained strong, ending the second quarter at an estimated 11.0 percent and 10.0 percent, respectively. The company’s liquidity position at both the bank and the holding company remains solid as well. As of June 30, 2012, the company’s loan-to-deposit ratio was 80 percent.

1 Non-GAAP, refer to the pages 8 and 16-19 of the financial supplement to this earnings release

About Regions Financial Corporation

Regions Financial Corporation, with $122 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, wealth management, 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 1,700 banking offices and 2,100 ATMs. Additional information about Regions and its full line of products and services can be found at www.regions.com.

Forward-looking statements

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 (the “Dodd-Frank Act”) became law in July 2010, and a number of legislative, regulatory and tax proposals remain pending. Additionally, the U.S. Treasury Department 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. Future and proposed rules, including those that are part of the Basel III process, are expected to 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 and extent of which cannot be determined at this time.

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• 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.

• Possible regulations issued by the Consumer Financial Protection Bureau or other regulators which might adversely impact Regions’ business model or products and services.

• Possible 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, reputational 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.

• 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.

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• 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, 2011 and the “Foward-Looking Statements” section of Regions’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2012

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.

Use of non-GAAP financial measures

Various pages of this earnings release refer to pre-tax pre-provision income (PPI) and the impact of the acceleration related to the repurchase of the Series A preferred stock on earnings per share.

Page two of this earnings release presents Tier 1 common risk-based ratio (non-GAAP) and tangible common ratios (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 preferred dividends and accretion, goodwill impairment (non-GAAP), the regulatory charge and the federal income tax benefit related to the regulatory charge (non-GAAP).

Regions believes that the presentation of PPI and the exclusion of certain items to PPI 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.

The preferred dividends and accretion, goodwill impairment charge, and 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 preferred dividends and accretion, goodwill impairment and the regulatory charge and related tax benefit in expressing earnings (loss) and certain other financial measures, including “earnings (loss) per common share, excluding preferred dividends and accretion” and “earnings (loss) per common share, excluding goodwill impairment and regulatory charge and related tax benefit” 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.

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

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banking regulations. In connection with the Company’s Comprehensive Capital Assessment and Review process, these regulators supplement 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 prescribed in amount by federal banking regulations, 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 prescribed in amount by 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.

Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied and are not audited. To mitigate these limitations, Regions has policies in place to 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 preferred dividends and accretion, goodwill impairment, 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. preferred dividends and accretion, goodwill impairment and the regulatory charge are a reductions in earnings and stockholders’ equity).

Management and the Board of Directors utilize non-GAAP measures as follows:

• Preparation of Regions’ operating budgets

• Monthly financial performance reporting

• Monthly close-out reporting of consolidated results (management only)

• Presentation to investors of Company performance

See page 8 of the supplement to this earnings release for the computation of income (loss) from continuing operations available to common shareholders (GAAP) to pre-tax pre-provision income (non-GAAP) to adjusted pre-tax pre-provision income (non-GAAP). See pages 16-19 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) income (loss) and earnings per common share from continuing operations (GAAP) to continuing operations excluding preferred dividends and accretion and goodwill impairment, regulatory charge and related tax benefit (non-GAAP), 3) a reconciliation of average and ending stockholders’ equity (GAAP) to average and ending tangible common stockholders’ equity (non-GAAP), 4) a reconciliation of stockholders’ equity (GAAP) to Tier 1 capital (regulatory) and to Tier 1 common equity (non-GAAP), 5) a reconciliation of ending stockholder’ equity (GAAP) to Tier 1 capital(regulatory) excluding series A preferred stock and warrant retirement 6) a

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reconciliation of non-interest expense (GAAP) to adjusted non-interest expense (non-GAAP), 7) a reconciliation of non-interest income (GAAP) to adjusted non-interest income (non-GAAP), 8) a computation of the efficiency ratio and fee ratio (non-GAAP).

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EX-99.2

Exhibit 99.2

Regions Financial Corporation and Subsidiaries

Financial Supplement

Second Quarter 2012

Regions Financial Corporation and Subsidiaries

Financial Supplement to Second Quarter 2012 Earnings Release

Table of Contents

	Page
Consolidated Balance Sheets		1
Consolidated Statements of Operations		2
Selected Ratios and Other Information from Continuing Operations		3
Consolidated Average Daily Balances and Yield / Rate Analysis from Continuing Operations		4-5
Loans		6
Deposits		7
Pre-Tax Pre-Provision Income (“PPI”) and Adjusted PPI from Continuing Operations		8
Non-Interest Income and Expense from Continuing Operations		9
Credit Quality
Allowance for Credit Losses, Net Charge-Offs and Related Ratios		10
Troubled Debt Restructurings and Credit Costs		11
NPL, Foreclosed Property and Held for Sale Migration		12
Early and late stage delinquencies		13
Non-Accrual Loans (excludes loans held for sale) and IRE portfolio analysis		14
Residential lending net charge-off analysis		15
Reconciliation to GAAP Financial Measures
Net Income and EPS		16
Fee Income Ratios, Efficiency Ratios and Adjusted Non-Interest Income / Expense		17
Return Ratios, Tangible Common Ratios and Capital		18
Tier 1 Capital Adjusted to exclude Series A Preferred Stock		19
Statement of Discontinued Operations		20
Forward-Looking Statements		21

Regions Financial Corporation and Subsidiaries Financial Supplement to Second Quarter 2012 Earnings Release Page 1

Consolidated Balance Sheets (unaudited)

	Quarter Ended
($ amounts in millions)	6/30/12			3/31/12			12/31/11			9/30/11			6/30/11
Assets:
Cash and due from banks	$	2,000		$	2,036		$	2,132		$	2,000		$	2,271
Interest-bearing deposits in other banks		1,766			5,270			4,913			6,009			5,452
Federal funds sold and securities purchased under agreements to resell		—			167			200			254			251
Trading account assets		110			1,127			1,266			1,462			1,223
Securities available for sale		27,232			27,177			24,471			24,635			23,828
Securities held to maturity		13			15			16			18			21
Loans held for sale		1,187			1,054			1,193			1,012			1,141
Loans, net of unearned income		76,202			76,720			77,594			79,447			81,176
Allowance for loan losses		(2,291	)		(2,530	)		(2,745	)		(2,964	)		(3,120	)
Net loans		73,911			74,190			74,849			76,483			78,056
Other interest-earning assets		901			1,054			1,085			1,081			1,207
Premises and equipment, net		2,300			2,350			2,375			2,399			2,481
Interest receivable		341			397			361			422			354
Goodwill		4,816			4,816			4,816			5,561			5,561
Mortgage servicing rights (MSRs)		179			199			182			182			268
Other identifiable intangible assets		391			420			449			478			420
Other assets		7,198			8,010			8,742			7,766			8,374
Total assets	$	122,345		$	128,282		$	127,050		$	129,762		$	130,908
Liabilities and stockholders’ equity:
Deposits:
Non-interest-bearing	$	29,694		$	29,707		$	28,266		$	28,296		$	28,148
Interest-bearing		65,404			67,431			67,361			67,642			68,183
Total deposits		95,098			97,138			95,627			95,938			96,331
Borrowed funds:
Short-term borrowings:
Federal funds purchased and securities sold under agreements to repurchase		2,746			2,287			2,333			1,969			1,740
Other short-term borrowings		560			621			734			974			982
Total short-term borrowings		3,306			2,908			3,067			2,943			2,722
Long-term borrowings		6,230			7,196			8,110			10,140			11,646
Total borrowed funds		9,536			10,104			11,177			13,083			14,368
Other liabilities		3,256			3,506			3,747			3,478			3,321
Total liabilities		107,890			110,748			110,551			112,499			114,020
Stockholders’ equity:
Preferred stock, Series A		—			3,429			3,419			3,409			3,399
Common stock		15			15			13			13			13
Additional paid-in capital		19,898			19,939			19,060			19,059			19,052
Retained earnings (deficit)		(4,136	)		(4,395	)		(4,527	)		(3,913	)		(4,000	)
Treasury stock, at cost		(1,376	)		(1,394	)		(1,397	)		(1,397	)		(1,399	)
Accumulated other comprehensive income (loss), net		54			(60	)		(69	)		92			(177	)
Total stockholders’ equity		14,455			17,534			16,499			17,263			16,888
Total liabilities and stockholders’ equity	$	122,345		$	128,282		$	127,050		$	129,762		$	130,908

Regions Financial Corporation and Subsidiaries Financial Supplement to Second Quarter 2012 Earnings Release Page 2

Consolidated Statements of Operations (unaudited)

	Quarter Ended
($ amounts in millions, except per share data)	6/30/12		3/31/12			12/31/11			9/30/11			6/30/11
Interest income on:
Loans, including fees	$	806	$	812		$	854		$	867		$	856
Securities:
Taxable		179		174			166			177			208
Tax-exempt		—		—			—			—			—
Total securities		179		174			166			177			208
Loans held for sale		7		7			7			7			9
Trading account assets		—		1			1			—			—
Other interest-earning assets		2		3			3			4			3
Total interest income		994		997			1,031			1,055			1,076
Interest expense on:
Deposits		76		88			95			112			126
Short-term borrowings		—		—			(2	)		—			—
Long-term borrowings		80		82			89			93			94
Total interest expense		156		170			182			205			220
Net interest income		838		827			849			850			856
Provision for loan losses		26		117			295			355			398
Net interest income after provision for loan losses		812		710			554			495			458
Non-interest income:
Service charges on deposit accounts		233		254			263			310			308
Capital markets and investment income (loss)		17		28			19			(5	)		19
Mortgage income		90		77			57			68			50
Trust department income		50		49			49			49			51
Securities gains (losses), net		12		12			7			(1	)		24
Other		105		104			112			92			91
Total non-interest income		507		524			507			513			543
Non-interest expense:
Salaries and employee benefits		434		442			392			383			401
Net occupancy expense		92		94			95			95			98
Furniture and equipment expense		67		64			63			70			72
Goodwill impairment		—		—			253			—			—
Other		249		313			321			302			385
Total non-interest expense		842		913			1,124			850			956
Income (loss) before income taxes		477		321			(63	)		158			45
Income tax expense (benefit)		126		82			18			17			(34	)
Income (loss) from continuing operations		351		239			(81	)		141			79
Discontinued operations:
Income (loss) from discontinued operations before income taxes		4		(65	)		(472	)		24			4
Income tax expense (benefit)		—		(25	)		(5	)		10			(26	)
Income (loss) from discontinued operations, net of tax		4		(40	)		(467	)		14			30
Net income (loss)	$	355	$	199		$	(548	)	$	155		$	109
Income (loss) from continuing operations available to common shareholders (1)	$	280	$	185		$	(135	)	$	87		$	25
Net income (loss) available to common shareholders (1)	$	284	$	145		$	(602	)	$	101		$	55
Weighted-average shares outstanding–during quarter:
Basic		1,414		1,282			1,259			1,259			1,258
Diluted		1,418		1,283			1,259			1,261			1,260
Actual shares outstanding–end of quarter		1,413		1,412			1,259			1,259			1,259
Earnings (loss) per common share from continuing operations (1):
Basic	$	0.20	$	0.14		$	(0.11	)	$	0.07		$	0.02
Diluted	$	0.20	$	0.14		$	(0.11	)	$	0.07		$	0.02
Earnings (loss) per common share (1):
Basic	$	0.20	$	0.11		$	(0.48	)	$	0.08		$	0.04
Diluted	$	0.20	$	0.11		$	(0.48	)	$	0.08		$	0.04
Cash dividends declared per common share	$	0.01	$	0.01		$	0.01		$	0.01		$	0.01
Taxable-equivalent net interest income from continuing operations	$	850	$	839		$	858		$	859		$	864

(1) Includes preferred stock dividends and accretion

Regions Financial Corporation and Subsidiaries Financial Supplement to Second Quarter 2012 Earnings Release Page 3

Selected Ratios and Other Information from Continuing Operations

	As of and for Quarter Ended
	6/30/12			3/31/12			12/31/11			9/30/11			6/30/11
Return on average assets from continuing operations		0.92	%		0.59	%		(0.43	%)		0.26	%		0.08	%
Return on average assets from continuing operations, excluding goodwill impairment and regulatory charge related tax benefit (non-GAAP) * (1)		0.92	%		0.59	%		0.37	%		0.26	%		0.03	%
Return on average tangible common stockholders’ equity (non-GAAP) * (1)		12.40	%		7.08	%		(30.12	%)		5.05	%		2.88	%
Return on average tangible common stockholders’ equity, excluding goodwill impairment and regulatory charge related tax benefit (non-GAAP) * (1)		12.40	%		7.08	%		6.45	%		5.05	%		0.57	%
Efficiency ratio from continuing operations (non-GAAP) (1)		62.8	%		67.9	%		64.6	%		61.8	%		63.6	%
Common equity per share	$	10.23		$	9.99		$	10.39		$	11.00		$	10.71
Tangible common book value per share (non-GAAP) (1)	$	6.69		$	6.42		$	6.37		$	6.38		$	6.15
Tangible common stockholders’ equity to tangible assets (non-GAAP) (1)		8.04	%		7.35	%		6.57	%		6.48	%		6.18	%
Tier 1 Common risk-based ratio (non-GAAP) (1) (2)		10.0	%		9.6	%		8.5	%		8.2	%		7.9	%
Tier 1 Capital (2)		11.0	%		14.3	%		13.3	%		12.8	%		12.6	%
Tier 1 Capital adjusted for retirement of Series A preferred stock (1) (2)		11.0	%		10.5	%		9.4	%		9.0	%		8.8	%
Total Risk-Based Capital (2)		14.5	%		18.0	%		16.9	%		16.5	%		16.2	%
Leverage (2)		8.7	%		11.0	%		9.9	%		9.7	%		9.5	%
Allowance for loan losses as a percentage of loans, net of unearned income		3.01	%		3.30	%		3.54	%		3.73	%		3.84	%
Allowance for loan losses to non-performing loans, excluding loans held for sale		1.20	x		1.18	x		1.16	x		1.09	x		1.12	x
Net interest margin (FTE) from continuing operations		3.16	%		3.09	%		3.08	%		3.04	%		3.07	%
Loans, net of unearned income, to total deposits		80.1	%		79.0	%		81.1	%		82.8	%		84.3	%
Net charge-offs as a percentage of average loans *		1.39	%		1.73	%		2.16	%		2.52	%		2.71	%
Non-accrual loans, excluding loans held for sale as a percentage of loans		2.51	%		2.80	%		3.06	%		3.41	%		3.43	%
Non-performing assets (excluding loans 90 days past due) as a percentage of loans, foreclosed properties and non-performing loans held for sale		3.04	%		3.42	%		3.83	%		4.23	%		4.39	%
Non-performing assets (including loans 90 days past due) as a percentage of loans, foreclosed properties and non-performing loans held for sale		3.57	%		3.97	%		4.40	%		4.75	%		4.98	%
Associate headcount 3		23,422			23,619			23,707			23,713			23,966
Total branch outlets		1,719			1,722			1,726			1,767			1,769
ATMs		2,063			2,070			2,083			2,130			2,132

* Annualized

(1) See reconciliation of GAAP to non-GAAP Financial Measures on pages 16-19

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

(3) Excludes Morgan Keegan Associates

Regions Financial Corporation and Subsidiaries Financial Supplement to Second Quarter 2012 Earnings Release Page 4

Consolidated Average Daily Balances and Yield/Rate Analysis from Continuing Operations

	Quarter Ended
	6/30/12								3/31/12
($ 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	$	—		$	—		—	%	$	—		$	—		—	%
Trading account assets		116			—		—			182			2		4.42
Securities:
Taxable		26,846			179		2.68			25,659			173		2.71
Tax-exempt		16			—		—			33			—		—
Loans held for sale		1,107			8		2.91			1,047			7		2.69
Loans, net of unearned income:
Commercial and industrial		25,650			266		4.17			24,748			258		4.19
Commercial real estate mortgage - owner-occupied		10,805			128		4.76			11,077			130		4.72
Commercial real estate construction - owner-occupied		271			4		5.94			311			4		5.17
Commercial investor real estate mortgage		8,925			81		3.65			9,492			85		3.60
Commercial investor real estate construction		923			8		3.49			994			8		3.24
Residential first mortgage		13,484			144		4.30			13,651			149		4.39
Home equity lending		12,479			111		3.58			12,845			113		3.54
Indirect		2,022			25		4.97			1,908			25		5.27
Consumer credit card		925			28		12.17			952			30		12.67
Other consumer		1,186			22		7.46			1,190			22		7.44
Total loans, net of unearned income		76,670			817		4.29			77,168			824		4.29
Other interest-earning assets		3,311			2		0.24			5,140			3		0.23
Total interest-earning assets		108,066			1,006		3.74			109,229			1,009		3.72
Allowance for loan losses		(2,506	)							(2,745	)
Cash and due from banks		1,814								1,987
Other non-earning assets		15,052								15,285
	$	122,426							$	123,756
Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Savings accounts	$	5,655			1		0.07		$	5,362			1		0.08
Interest-bearing transaction accounts		19,447			6		0.12			19,657			6		0.12
Money market accounts		24,456			11		0.18			23,488			12		0.21
Time deposits		17,175			58		1.36			19,053			69		1.46
Total interest-bearing deposits (1)		66,733			76		0.46			67,560			88		0.52
Federal funds purchased and securities sold under agreements to repurchase		1,856			—		—			1,572			—		—
Other short-term borrowings		468			—		—			63			—		—
Long-term borrowings		6,862			80		4.69			7,585			82		4.35
Total interest-bearing liabilities (2)		75,919			156		0.83			76,780			170		0.89
Net interest spread							2.91								2.83
Non-interest-bearing deposits (1) (2)		29,130								28,501
Other liabilities		2,996								2,745
Stockholders’ equity		14,381								15,730
	$	122,426							$	123,756
Net interest income/margin FTE basis				$	850		3.16	%				$	839		3.09	%

(1) Total deposit costs from continuing operations 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 from continuing operations equal 0.32% and 0.37% for the quarters ended June 30, 2012 and March 31, 2012, respectively.

(2) Total funding costs from continuing operations may be calculated by dividing total interest expense on interest-bearing liabilities by the sum of interest-bearing liabilities and non-interest bearing deposits. The rates for total funding costs from continuing operations equal 0.60% and 0.65% for the quarters ended June 30, 2012 and March 31 2012, respectively.

Regions Financial Corporation and Subsidiaries Financial Supplement to Second Quarter 2012 Earnings Release Page 5

Consolidated Average Daily Balances and Yield/Rate Analysis from Continuing Operations

	Quarter Ended
	12/31/11									9/30/11								6/30/11
($ 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	$	—		$	—			—	%	$	—		$	—		—	%	$	—		$	—		—	%
Trading account assets		175			1			2.27			182			1		2.18			164			1		2.45
Securities:
Taxable		24,731			166			2.66			24,098			177		2.91			24,765			208		3.37
Tax-exempt		32			—			—			31			—		—			33			—		—
Loans held for sale		1,057			7			2.63			847			7		3.28			1,141			9		3.16
Loans, net of unearned income
Commercial and industrial		24,310			263			4.29			23,953			249		4.12			23,506			249		4.25
Commercial real estate mortgage - owner-occupied		11,404			140			4.87			11,661			163		5.55			11,826			161		5.46
Commercial real estate construction - owner-occupied		346			5			5.73			376			4		4.22			404			4		3.97
Commercial investor real estate mortgage		10,357			91			3.49			11,395			100		3.48			12,607			108		3.44
Commercial investor real estate construction		1,152			9			3.10			1,411			9		2.53			1,805			12		2.67
Residential first mortgage		13,925			153			4.36			14,207			160		4.47			14,329			164		4.59
Home equity lending		13,172			118			3.55			13,454			119		3.51			13,745			119		3.47
Indirect		1,825			25			5.43			1,755			25		5.65			1,681			24		5.73
Consumer credit card		1,002			37			14.65			1,095			24		8.70			12			—		—
Other consumer		1,209			22			7.22			1,206			22		7.24			1,191			22		7.41
Total loans, net of unearned income		78,702			863			4.35			80,513			875		4.31			81,106			863		4.27
Other interest-earning assets		5,690			4			0.28			6,544			4		0.24			5,662			3		0.21
Total interest-earning assets		110,387			1,041			3.74			112,215			1,064		3.76			112,871			1,084		3.85
Allowance for loan losses		(2,901	)								(3,150	)							(3,200	)
Cash and due from banks		1,974									1,972								2,027
Other non-earning assets		15,440									15,549								15,740
	$	124,900								$	126,586							$	127,438
Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Savings accounts	$	5,153			1			0.08		$	5,148			1		0.08		$	5,107			1		0.08
Interest-bearing transaction accounts		18,602			7			0.15			16,651			7		0.17			13,898			7		0.20
Money market accounts		23,308			13			0.22			24,571			18		0.29			26,805			20		0.30
Time deposits		19,774			74			1.48			21,369			86		1.60			22,507			98		1.75
Total interest-bearing deposits (1)		66,837			95			0.56			67,739			112		0.66			68,317			126		0.74
Federal funds purchased and securities sold under agreements to repurchase		1,912			(2	)		(0.41	)		1,604			—		—			1,752			1		0.23
Other short-term borrowings		77			—			—			148			—		—			122			—		—
Long-term borrowings		9,630			90			3.71			10,786			93		3.42			11,726			93		3.18
Total interest-bearing liabilities (2)		78,456			183			0.93			80,277			205		1.01			81,917			220		1.08
Net interest spread								2.81								2.75								2.77
Non-interest-bearing deposits (1) (2)		28,318									28,408								27,806
Other liabilities		2,569									2,496								2,455
Stockholders’ equity		15,557									15,405								15,260
	$	124,900								$	126,586							$	127,438
Net interest income/margin FTE basis				$	858			3.08	%				$	859		3.04	%				$	864		3.07	%

(1) Total deposit costs from continuing operations 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 from continuing operations equal 0.40%, 0.46%, and 0.53% for the quarters ended December 31, 2011, September 30, 2011 and June 30, 2011, respectively.

(2) Total funding costs from continuing operations may be calculated by dividing total interest expense on interest-bearing liabilities by the sum of interest-bearing liabilities and non-interest bearing deposits. The rates for total funding costs from continuing operations equal 0.68%, 0.75% and 0.80% for the quarters ended December 31, 2011, September 30, 2011 and June 30, 2011, respectively.

Regions Financial Corporation and Subsidiaries Financial Supplement to Second Quarter 2012 Earnings Release Page 6

Loans

	Quarter Ended
($ amounts in millions)	6/30/12		3/31/12		12/31/11		9/30/11		6/30/11		6/30/12 vs. 3/31/12					6/30/12 vs. 6/30/11
Commercial and industrial	$	25,990	$	25,098	$	24,522	$	24,273	$	23,644	$	892		3.6	%	$	2,346		9.9	%
Commercial real estate mortgage - owner-occupied		10,626		10,931		11,166		11,537		11,797		(305	)	-2.8	%		(1,171	)	-9.9	%
Commercial real estate construction - owner-occupied		261		281		337		356		377		(20	)	-7.1	%		(116	)	-30.8	%
Total commercial		36,877		36,310		36,025		36,166		35,818		567		1.6	%		1,059		3.0	%
Commercial investor real estate mortgage		8,598		9,156		9,702		10,696		11,836		(558	)	-6.1	%		(3,238	)	-27.4	%
Commercial investor real estate construction		849		955		1,025		1,188		1,595		(106	)	-11.1	%		(746	)	-46.8	%
Total investor real estate		9,447		10,111		10,727		11,884		13,431		(664	)	-6.6	%		(3,984	)	-29.7	%
Residential first mortgage		13,394		13,611		13,784		14,083		14,306		(217	)	-1.6	%		(912	)	-6.4	%
Home equity - first lien		5,663		5,760		5,884		5,954		6,011		(97	)	-1.7	%		(348	)	-5.8	%
Home equity - second lien		6,658		6,882		7,137		7,362		7,582		(224	)	-3.3	%		(924	)	-12.2	%
Indirect		2,060		1,938		1,848		1,774		1,704		122		6.3	%		356		20.9	%
Consumer credit card		922		939		987		1,024		1,134		(17	)	-1.8	%		(212	)	-18.7	%
Other consumer		1,181		1,169		1,202		1,200		1,190		12		1.0	%		(9	)	-0.8	%
Total Loans	$	76,202	$	76,720	$	77,594	$	79,447	$	81,176	$	(518	)	-0.7	%	$	(4,974	)	-6.1	%
	Average Balances
($ amounts in millions)	2Q12		1Q12		4Q11		3Q11		2Q11		2Q12 vs. 1Q12					2Q12 vs. 2Q11
Commercial and industrial	$	25,650	$	24,748	$	24,310	$	23,953	$	23,506	$	902		3.6	%	$	2,144		9.1	%
Commercial real estate mortgage - owner-occupied		10,805		11,077		11,404		11,661		11,826		(272	)	-2.5	%		(1,021	)	-8.6	%
Commercial real estate construction - owner-occupied		271		311		346		375		404		(40	)	-12.9	%		(133	)	-32.9	%
Total commercial		36,726		36,136		36,060		35,989		35,736		590		1.6	%		990		2.8	%
Commercial investor real estate mortgage		8,925		9,492		10,357		11,395		12,607		(567	)	-6.0	%		(3,682	)	-29.2	%
Commercial investor real estate construction		923		994		1,152		1,411		1,805		(71	)	-7.1	%		(882	)	-48.9	%
Total investor real estate		9,848		10,486		11,509		12,806		14,412		(638	)	-6.1	%		(4,564	)	-31.7	%
Residential first mortgage		13,484		13,651		13,925		14,207		14,329		(167	)	-1.2	%		(845	)	-5.9	%
Home equity - first lien		5,723		5,835		5,927		6,003		6,066		(112	)	-1.9	%		(343	)	-5.7	%
Home equity - second lien		6,756		7,010		7,245		7,451		7,678		(254	)	-3.6	%		(922	)	-12.0	%
Indirect		2,022		1,908		1,825		1,755		1,681		114		6.0	%		341		20.3	%
Consumer credit card		925		952		1,002		1,095		13		(27	)	-2.8	%		912		NM
Other consumer		1,186		1,190		1,209		1,207		1,191		(4	)	-0.3	%		(5	)	-0.4	%
Total Loans	$	76,670	$	77,168	$	78,702	$	80,513	$	81,106	$	(498	)	-0.6	%	$	(4,436	)	-5.5	%

Loan Portfolio Balances by Percentage

	Quarter Ended
	6/30/2012			3/31/12			12/31/11			9/30/11			6/30/11
Commercial and industrial		34.1	%		32.7	%		31.6	%		30.6	%		29.1	%
Commercial real estate mortgage - owner-occupied		13.9	%		14.2	%		14.4	%		14.5	%		14.5	%
Commercial real estate construction - owner-occupied		0.4	%		0.4	%		0.4	%		0.4	%		0.5	%
Total commercial		48.4	%		47.3	%		46.4	%		45.5	%		44.1	%
Commercial investor real estate mortgage		11.3	%		11.9	%		12.5	%		13.5	%		14.6	%
Commercial investor real estate construction		1.1	%		1.3	%		1.3	%		1.5	%		2.0	%
Total investor real estate		12.4	%		13.2	%		13.8	%		15.0	%		16.6	%
Residential first mortgage		17.6	%		17.8	%		17.8	%		17.7	%		17.6	%
Home equity - first lien		7.4	%		7.5	%		7.6	%		7.5	%		7.4	%
Home equity - second lien		8.7	%		9.0	%		9.2	%		9.3	%		9.3	%
Indirect		2.7	%		2.5	%		2.4	%		2.2	%		2.1	%
Consumer credit card		1.2	%		1.2	%		1.3	%		1.3	%		1.4	%
Other consumer		1.5	%		1.5	%		1.5	%		1.5	%		1.5	%
Total Loans		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%

Regions Financial Corporation and Subsidiaries Financial Supplement to Second Quarter 2012 Earnings Release Page 7

Deposits

	Quarter Ended
($ amounts in millions)	6/30/12		3/31/12		12/31/11		9/30/11		6/30/11		6/30/12 vs. 3/31/12					6/30/12 vs. 6/30/11
Customer Deposits
Interest-free deposits	$	29,694	$	29,707	$	28,266	$	28,296	$	28,148	$	(13	)	0.0	%	$	1,546		5.5	%
Interest-bearing checking		19,311		19,805		19,388		18,317		15,982		(494	)	-2.5	%		3,329		20.8	%
Savings		5,661		5,632		5,159		5,155		5,118		29		0.5	%		543		10.6	%
Money market - domestic		23,999		23,513		23,053		23,284		24,650		486		2.1	%		(651	)	-2.6	%
Money market - foreign		228		271		378		423		476		(43	)	-15.9	%		(248	)	-52.1	%
Low-cost deposits		78,893		78,928		76,244		75,475		74,374		(35	)	0.0	%		4,519		6.1	%
Time deposits		16,202		18,207		19,378		20,455		21,947		(2,005	)	-11.0	%		(5,745	)	-26.2	%
Total customer deposits		95,095		97,135		95,622		95,930		96,321		(2,040	)	-2.1	%		(1,226	)	-1.3	%
Corporate Treasury Deposits
Time deposits		3		3		5		8		10		—		0.0	%		(7	)	-70.0	%
Total Deposits	$	95,098	$	97,138	$	95,627	$	95,938	$	96,331	$	(2,040	)	-2.1	%	$	(1,233	)	-1.3	%
	Average Balances
($ amounts in millions)	2Q12		1Q12		4Q11		3Q11		2Q11		2Q12 vs. 4Q11					2Q12 vs. 2Q11
Customer Deposits
Interest-free deposits	$	29,130	$	28,501	$	28,318	$	28,408	$	27,806	$	629		2.2	%	$	1,324		4.8	%
Interest-bearing checking		19,447		19,657		18,602		16,651		13,898		(210	)	-1.1	%		5,549		39.9	%
Savings		5,655		5,362		5,153		5,148		5,107		293		5.5	%		548		10.7	%
Money market - domestic		24,197		23,166		22,951		24,098		26,302		1,031		4.5	%		(2,105	)	-8.0	%
Money market - foreign		259		322		357		473		503		(63	)	-19.6	%		(244	)	-48.5	%
Low-cost deposits		78,688		77,008		75,381		74,778		73,616		1,680		2.2	%		5,072		6.9	%
Time deposits		17,172		19,049		19,767		21,359		22,496		(1,877	)	-9.9	%		(5,324	)	-23.7	%
Total customer deposits		95,860		96,057		95,148		96,137		96,112		(197	)	-0.2	%		(252	)	-0.3	%
Corporate Treasury Deposits
Time deposits		3		4		7		10		10		(1	)	-25.0	%		(7	)	-70.0	%
Total Deposits	$	95,863	$	96,061	$	95,155	$	96,147	$	96,122	$	(198	)	-0.2	%	$	(259	)	-0.3	%

Deposits by Percentage

	Quarter Ended
	6/30/12			3/31/12			12/31/11			9/30/11			6/30/11
Customer Deposits
Interest-free deposits		31.2	%		30.6	%		29.5	%		29.5	%		29.2	%
Interest-bearing checking		20.3	%		20.4	%		20.3	%		19.1	%		16.6	%
Savings		6.0	%		5.8	%		5.4	%		5.4	%		5.3	%
Money market - domestic		25.2	%		24.2	%		24.1	%		24.3	%		25.6	%
Money market - foreign		0.3	%		0.3	%		0.4	%		0.4	%		0.5	%
Low-cost deposits		83.0	%		81.3	%		79.7	%		78.7	%		77.2	%
Time deposits		17.0	%		18.7	%		20.3	%		21.3	%		22.8	%
Total customer deposits		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Corporate Treasury Deposits
Time deposits		—			—			—			—			—
Total Deposits		100.0	%		100.00	%		100.0	%		100.0	%		100.0	%

Regions Financial Corporation and Subsidiaries Financial Supplement to Second Quarter 2012 Earnings Release Page 8

Pre-Tax Pre-Provision Income from Continuing Operations (non-GAAP)

	Quarter Ended
($ amounts in millions)	6/30/12			3/31/12			12/31/11			9/30/11		6/30/11			2Q12 vs. 1Q12					2Q12 vs. 2Q11
Income (loss) from continuing operations available to common shareholders (GAAP)	$	280		$	185		$	(135	)	$	87	$	25		$	95		51.4	%	$	255		NM
Preferred dividends (GAAP)		71			54			54			54		54			17		31.5	%		17		31.5	%
Income tax expense (benefit) (GAAP)		126			82			18			17		(34	)		44		53.7	%		160		NM
Income (loss) from continuing operations before income taxes (GAAP)		477			321			(63	)		158		45			156		48.6	%		432		NM
Provision for loan losses (GAAP)		26			117			295			355		398			(91	)	-77.8	%		(372	)	-93.5	%
Pre-tax pre-provision income from continuing operations (non-GAAP)		503			438			232			513		443			65		14.8	%		60		13.5	%
Goodwill impairment		—			—			253			—		—			—		—			—		—
Pre-tax pre-provision income from continuing operations, excluding goodwill impairment (non-GAAP)		503			438			485			513		443			65		14.8	%		60		13.5	%
Other Adjustments:
Securities (gains) losses, net		(12	)		(12	)		(7	)		1		(24	)		—		—			12		50.0	%
Leveraged lease termination (gains) losses, net (1)		(7	)		(7	)		(10	)		2		—			—		—			(7	)	NM
Securities impairment, net		2			—			2			—		—			2		NM			2		NM
Branch consolidation and equipment costs		—			—			(2	)		—		77			—		—			(77	)	NM
Total other adjustments		(17	)		(19	)		(17	)		3		53			2		-10.5	%		(70	)	132.1	%
Adjusted pre-tax pre-provision income from continuing operations (non-GAAP)	$	486		$	419		$	468		$	516	$	496		$	67		16.0	%	$	(10	)	-2.0	%

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

(1) After tax amounts for leveraged lease terminations gains are $0.6 million for 6/30/2012, $3.1 million for 3/31/2012, $2.8 million for 12/31/11 and $5.4 million for 9/30/11.

Regions Financial Corporation and Subsidiaries Financial Supplement to Second Quarter 2012 Earnings Release Page 9

Non-Interest Income and Expense from Continuing Operations

Non-Interest Income from Continuing Operations	Quarter Ended
($ amounts in millions)	6/30/12			3/31/12			12/31/11			9/30/11			6/30/11			2Q12 vs. 1Q12					2Q12 vs. 2Q11
Service charges on deposit accounts	$	233		$	254		$	263		$	310		$	308		$	(21	)	-8.3	%	$	(75	)	-24.4	%
Capital markets and investment income		17			28			19			(5	)		19			(11	)	-39.3	%		(2	)	-10.5	%
Mortgage income		90			77			57			68			50			13		16.9	%		40		80.0	%
Trust department income		50			49			49			49			51			1		2.0	%		(1	)	-2.0	%
Commercial credit fee income		16			19			20			20			20			(3	)	-15.8	%		(4	)	-20.0	%
Securities gains (losses), net		12			12			7			(1	)		24			—		—			(12	)	-50.0	%
Insurance commissions and fees		26			28			26			27			25			(2	)	-7.1	%		1		4.0	%
Leveraged lease termination gains (losses), net		7			7			10			(2	)		—			—		—			7		NM
Bank owned life insurance		21			21			24			18			20			—		—			1		5.0	%
Net revenue (loss) from affordable housing		(13	)		(14	)		(20	)		(18	)		(17	)		1		-7.1	%		4		-23.5	%
Creditcard/bankcard income		23			23			24			24			10			—		—			13		NM
Other		25			20			28			23			33			5		25.0	%		(8	)	-24.2	%
Total non-interest income from continuing operations	$	507		$	524		$	507		$	513		$	543		$	(17	)	-3.2	%	$	(36	)	-6.6	%
Non-Interest Expense from Continuing Operations	Quarter Ended
($ amounts in millions)	6/30/12			3/31/12			12/31/11			9/30/11			6/30/11			2Q12 vs. 1Q12					2Q12 vs. 2Q11
Salaries and employee benefits	$	434		$	442		$	392		$	383		$	401		$	(8	)	-1.8	%	$	33		8.2	%
Net occupancy expense		92			94			95			95			98			(2	)	-2.1	%		(6	)	-6.1	%
Furniture and equipment expense		67			64			63			70			72			3		4.7	%		(5	)	-6.9	%
Professional and legal expenses		36			27			40			42			38			9		33.3	%		(2	)	-5.3	%
Amortization of core deposit intangible		21			22			23			23			24			(1	)	-4.5	%		(3	)	-12.5	%
Other real estate owned expense		10			23			38			48			37			(13	)	-56.5	%		(27	)	-73.0	%
Credit/checkcard expenses		19			20			18			18			7			(1	)	-5.0	%		12		NM
FDIC premiums		44			47			46			47			72			(3	)	-6.4	%		(28	)	-38.9	%
Marketing		20			17			18			14			17			3		17.6	%		3		17.6	%
Branch consolidation and property and equipment charges		—			—			(2	)		—			77			—		—			(77	)	NM
(Gain)/loss on loans held for sale		(26	)		(8	)		(5	)		—			4			(18	)	225.0	%		(30	)	NM
Other		125			165			145			110			109			(40	)	-24.2	%		16		14.7	%
Total non-interest expense from continuing operations before goodwill impairment (non-GAAP)		842			913			871			850			956		$	(71	)	-7.8	%	$	(114	)	-11.9	%
Goodwill impairment		—			—			253			—			—			—		—			—		—
Total non-interest expense from continuing operations	$	842		$	913		$	1,124		$	850		$	956		$	(71	)	-7.8	%	$	(114	)	-11.9	%

• Non-interest income decreased $17 million linked quarter to $507 million. Included in the 2Q12 amount were $12 million in securities gains and $7 million in leveraged lease termination gains. The leveraged lease termination gain was offset by $6 million in increased tax expense, resulting in a nominal impact to net income.

• Account service fees and charges were down $21 million linked quarter due to the establishment of a reserve for certain customer fee refunds resulting from a change in the company’s non-sufficient funds policy. Excluding this item, total service charges would have been consistent with the first quarter.

• Capital markets and investment income decreased $11 million to $17 million reflecting decreased capital markets revenue and deferred compensation adjustments which are offset by decreases in salaries and benefits.

• Mortgage income increased $13 million linked quarter, aided by the government’s HARP II program, which is increasing refinance volume. Mortgage origination volume in the second quarter totaled $2.1 billion compared to $1.6 billion in the first quarter.

• Non-interest expenses decreased $71 million or 8 percent linked quarter. Credit related expenses experienced significant declines. Other real estate owned expense decreased $13 million linked quarter, reflecting a decline in valuation adjustments. In addition, held for sale related expenses benefited from $26 million in gains related to sales of properties. Salaries and benefits declined $8 million linked quarter primarily related to a decrease in benefit expenses somewhat offset by higher incentive compensation and annual merit increases.

• Other expenses declined $40 million linked quarter driven primarily by minority interest expense incurred in the first quarter as well as declines in unfunded commitment costs and liability hedge costs.

Regions Financial Corporation and Subsidiaries Financial Supplement to Second Quarter 2012 Earnings Release Page 10

Credit Quality

	As of and for Quarter Ended
($ amounts in millions)	6/30/12			3/31/12			12/31/11			9/30/11			6/30/11
Allowance for credit losses (ACL)	$	2,382		$	2,621		$	2,823		$	3,050		$	3,204
Allowance allocated to purchased loans (1)		—			—			—			84			84
Provision for loan losses		26			117			295			355			398
Provision (credit) for unfunded credit losses		—			13			(8	)		2			6
Net loans charged-off:
Commercial and industrial		33			61			65			72			49
Commercial real estate mortgage - owner-occupied		45			46			63			62			43
Commercial real estate construction - owner-occupied		4			2			1			2			1
Total commercial		82			109			129			136			93
Commercial investor real estate mortgage		41			64			112			167			247
Commercial investor real estate construction		11			19			39			52			56
Total investor real estate		52			83			151			219			303
Residential first mortgage		42			39			47			59			55
Home equity - first lien		17			18			16			19			17
Home equity - second lien		47			57			56			60			66
Indirect		2			4			4			2			3
Consumer credit card		11			12			12			1			—
Other consumer		12			10			15			15			11
Total	$	265		$	332		$	430		$	511		$	548
Net loan charge-offs as a % of average loans, annualized:
Commercial and industrial		0.51	%		0.99	%		1.06	%		1.19	%		0.85	%
Commercial real estate mortgage - owner-occupied		1.68	%		1.67	%		2.18	%		2.13	%		1.45	%
Commercial real estate construction - owner-occupied		5.59	%		2.02	%		0.82	%		2.01	%		1.08	%
Total commercial		0.89	%		1.21	%		1.41	%		1.50	%		1.05	%
Commercial investor real estate mortgage		1.86	%		2.70	%		4.28	%		5.81	%		7.85	%
Commercial investor real estate construction		4.56	%		7.64	%		13.61	%		14.45	%		12.56	%
Total investor real estate		2.11	%		3.17	%		5.21	%		6.76	%		8.44	%
Residential first mortgage		1.27	%		1.16	%		1.34	%		1.64	%		1.54	%
Home equity - first lien		1.18	%		1.25	%		1.11	%		1.26	%		1.11	%
Home equity - second lien		2.79	%		3.28	%		3.06	%		3.21	%		3.46	%
Indirect		0.52	%		0.76	%		0.78	%		0.64	%		0.57	%
Consumer credit card		4.95	%		4.95	%		4.62	%		0.42	%		—
Other consumer		4.07	%		3.38	%		4.92	%		4.93	%		3.70	%
Total		1.39	%		1.73	%		2.16	%		2.52	%		2.71	%
Non-accrual loans, excluding loans held for sale	$	1,915		$	2,151		$	2,372		$	2,710		$	2,784
Non-performing loans held for sale		202			249			328			344			381
Non-accrual loans, including loans held for sale	$	2,117		$	2,400		$	2,700		$	3,054		$	3,165
Foreclosed properties		214			241			296			337			437
Non-performing assets (NPAs)	$	2,331		$	2,641		$	2,996		$	3,391		$	3,602
Loans past due > 90 days	$	403		$	427		$	447		$	412		$	483
Restructured loans not included in categories above (2)	$	2,966		$	2,944		$	2,850		$	2,817		$	1,664
Credit Ratios:
ACL/Loans, net		3.13	%		3.42	%		3.64	%		3.84	%		3.95	%
ALL/Loans, net		3.01	%		3.30	%		3.54	%		3.73	%		3.84	%
Allowance for loan losses to non-performing loans, excluding loans held for sale		1.20x			1.18x			1.16x			1.09x			1.12x
Non-accrual loans, excluding loans held for sale/Loans, net		2.51	%		2.80	%		3.06	%		3.41	%		3.43	%
NPAs (ex. 90+ past due)/Loans, foreclosed properties and non-performing loans held for sale		3.04	%		3.42	%		3.83	%		4.23	%		4.39	%
NPAs (inc. 90+ past due)/Loans, foreclosed properties and non-performing loans held for sale		3.57	%		3.97	%		4.40	%		4.75	%		4.98	%
Allowance for Credit Losses
	Quarter Ended
($ amounts in millions)	6/30/12			3/31/12			12/31/11			9/30/11			6/30/11
Components:
Allowance for loan losses	$	2,291		$	2,530		$	2,745		$	2,964		$	3,120
Reserve for unfunded credit commitments		91			91			78			86			84
Allowance for credit losses	$	2,382		$	2,621		$	2,823		$	3,050		$	3,204

(1) During the second quarter of 2011, Regions purchased a credit card portfolio for approximately $1.1 billion and recorded an allowance for loan losses and related premium of approximately $84 million. Upon finalization of the purchase price in the fourth quarter of 2011, Regions reclassified the $84 million allowance and premium. The impact of these reclassification entries was not material to the financial results in any of the quarters of 2011.

(2) See page 11 for detail of restructured loans.

Regions Financial Corporation and Subsidiaries Financial Supplement to Second Quarter 2012 Earnings Release Page 11

Troubled Debt Restructurings

	Quarter Ended
(in millions)	6/30/12			3/31/12			12/31/11			9/30/11			6/30/11
Current:
Commercial	$	450		$	445		$	452		$	437		$	62
Investor Real Estate		991			1,016			967			923			257
Residential First Mortgage		845			815			767			774			760
Home Equity		381			383			377			373			352
Other Consumer		45			49			50			54			58
Total Current	$	2,712		$	2,708		$	2,613		$	2,561		$	1,489
Accruing 30-89 DPD:
Commercial	$	71		$	44		$	40		$	39		$	7
Investor Real Estate		34			40			28			67			16
Residential First Mortgage		113			118			133			114			116
Home Equity		32			30			30			30			31
Other Consumer		4			4			6			6			5
Total Accruing 30-89 DPD	$	254		$	236		$	237		$	256		$	175
Non-accrual or 90+DPD:
Commercial	$	315		$	344		$	353		$	373		$	164
Investor Real Estate		474			507			473			475			200
Residential First Mortgage		198			205			210			214			207
Home Equity		30			31			33			30			29
Other Consumer		1			—			—			1			—
Total Non-accrual or 90+DPD	$	1,018		$	1,087		$	1,069		$	1,093		$	600
Total TDRs	$	3,984		$	4,031		$	3,919		$	3,910		$	2,264
Credit Costs
	Quarter Ended
(in millions)	6/30/12			3/31/12			12/31/11			9/30/11			6/30/11
Net Charge-offs
Investor Real Estate (IRE)	$	22		$	47		$	54		$	60		$	99
Commercial		65			89			87			100			91
Consumer Real Estate		103			115			117			134			138
Other Consumer		26			26			31			19			13
Net Charge-offs excluding charge-offs from Sales / Transfers to HFS	$	216		$	277		$	289		$	313		$	341
Sales/Transfer to HFS		49			55			141			198			207
Total Net Charge-offs	$	265		$	332		$	430		$	511		$	548
Net Loss / (Gain) - HFS Sales	$	(33	)	$	(10	)	$	(12	)	$	(2	)	$	(1	)
HFS Write-downs (1)		7			2			7			2			5
OREO expense		11			23			39			48			37
Total Credit Costs before Reserve Reduction	$	250		$	347		$	464		$	559		$	589
Loan Loss Reserve Increase / (Reduction)		(239	)		(215	)		(134	)		(156	)		(150	)
Total Credit Costs after Reserve Reduction	$	11		$	132		$	330		$	403		$	439

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

Regions Financial Corporation and Subsidiaries Financial Supplement to Second Quarter 2012 Earnings Release Page 12

Gross and Net NPL Migration

	Quarter Ended
($ in millions)	6/30/12			3/31/12			12/31/11			9/30/11			6/30/11
Beginning Non-Performing Loans (1)	$	2,151		$	2,372		$	2,710		$	2,784		$	3,087
Additions (2):
Land/Single Family/Condo Investor Real Estate	$	45		$	57		$	58		$	189		$	73
Income Producing IRE		69			105			199			273			134
Total Investor Real Estate		114			162			257			462			207
Commercial		83			76			140			161			207
Business and Community		134			150			165			144			158
Consumer		(16	)		(7	)		(1	)		(12	)		(17	)
Total Gross NPL Additions	$	315		$	381		$	561		$	755		$	555
Resolutions (3)		(265	)		(267	)		(340	)		(253	)		(216	)
Charge-Offs (4)		(164	)		(212	)		(305	)		(354	)		(329	)
Home Equity Reclassification (5)		—			—			—			56			—
Net Additions (Reductions)	$	(114	)	$	(98	)	$	(84	)	$	204		$	10
Non-Accrual Loan Sales		(24	)		(5	)		(8	)		(37	)		(61	)
Transfer to HFS		(77	)		(93	)		(196	)		(206	)		(176	)
Transfer to OREO		(21	)		(25	)		(50	)		(35	)		(76	)
Ending Non-Performing Loans (1)	$	1,915		$	2,151		$	2,372		$	2,710		$	2,784

⁽¹⁾  Does not include Loans Held for Sale

⁽²⁾  All net activity within the consumer portfolio other than sales and transfers to held for sale is included as a single net number within the additions line, due to the relative immateriality of consumer non-accrual loans.

⁽³⁾  Includes payments and returned to accruals

⁽⁴⁾  Includes charge-offs on loans on non-accrual status and charge-offs taken upon sale and transfer of non-accrual loans to held for sale

⁽⁵⁾  Beginning in 3Q11, credit policy on home equity lines and loans in second lien position changed such that they are placed on non-accrual by the end of the month in which the loan becomes 120 days past due. Prior policy required all real estate secured loans to be placed on non-accrual by the end of the month in which the loan becomes 180 days past due unless the loan is fully secured and in process of collection. The effect of the reclassification was to increase non-accrual loans and to decrease 90 days past due loans.

Foreclosed Properties

	Quarter Ended
($ in millions)	6/30/12			03/31/12			12/31/11			9/30/11			6/30/11
Beginning Foreclosed Properties	$	241		$	296		$	337		$	437		$	465
Transfers in	$	80		$	94		$	119		$	94		$	152
Sales		(87	)		(129	)		(121	)		(146	)		(138	)
Writedowns / Other Activity		(20	)		(20	)		(39	)		(48	)		(42	)
Ending Foreclosed Properties	$	214		$	241		$	296		$	337		$	437

Non-Performing Loans Held for Sale

	Quarter Ended
($ in millions)	6/30/12			3/31/12			12/31/11			9/30/11			6/30/11
Beginning Non-Performing Loans Held for Sale	$	249		$	328		$	344		$	381		$	381
Transfers in (1)	$	77		$	93		$	196		$	218		$	176
Sales		(103	)		(145	)		(175	)		(244	)		(151	)
Writedowns		(6	)		(2	)		(7	)		(2	)		(5	)
Loan moved from HFS / Other Activity		(4	)		(8	)		(21	)		(6	)		(7	)
Transfers to OREO		(11	)		(17	)		(9	)		(3	)		(13	)
Ending Non-Performing Loans Held for Sale	$	202		$	249		$	328		$	344		$	381

⁽¹⁾  During the Quarter-ended 9/30/11, there were approximately $12 million in transfers from Accruing Loans Held for Sale to Non-Performing Loans Held for Sale.

Composition of Non-Performing Loans Held for Sale

Quarter Transferred to HFS	Percent
2Q12		38.1	%
1Q12		11.9	%
2011		43.9	%
Pre-2011		6.1	%
Total		100.0	%

Regions Financial Corporation and Subsidiaries Financial Supplement to Second Quarter 2012 Earnings Release Page 13

Early and Late Stage Delinquencies

30-89 Days Past Due Loans

	Quarter Ended
($ millions)	6/30/12				3/31/12				12/31/11				9/30/11				6/30/11
Commercial and Industrial	$	64	0.25	%	$	43	0.17	%	$	61	0.25	%	$	87	0.36	%	$	118	0.50	%
Commercial Real Estate Mortgage - OO		90	0.85	%		68	0.62	%		70	0.63	%		87	0.76	%		71	0.60	%
Commercial Real Estate Construction - OO		2	0.47	%		1	0.28	%		4	1.12	%		1	0.20	%		2	0.56	%
Total Commercial	$	156	0.42	%	$	112	0.31	%	$	135	0.37	%	$	175	0.48	%	$	191	0.53	%
Commercial Investor Real Estate Mortgage	$	103	1.20	%	$	122	1.33	%	$	76	0.78	%	$	126	1.18	%	$	146	1.23	%
Commercial Investor Real Estate Construction		3	0.36	%		3	0.37	%		28	2.76	%		17	1.42	%		25	1.57	%
Total Investor Real Estate	$	106	1.12	%	$	125	1.24	%	$	104	0.97	%	$	143	1.21	%	$	171	1.27	%
Residential First Mortgage	$	221	1.65	%	$	258	1.89	%	$	287	2.08	%	$	269	1.91	%	$	265	1.85	%
Home Equity		153	1.25	%		158	1.24	%		198	1.52	%		180	1.36	%		168	1.23	%
Direct		11	1.31	%		9	1.12	%		13	1.56	%		12	1.44	%		12	1.39	%
Indirect		27	1.33	%		25	1.30	%		33	1.80	%		30	1.66	%		25	1.44	%
Consumer Credit Card		12	1.28	%		12	1.28	%		14	1.39	%		14	1.40	%		11	1.00	%
Other Consumer		12	3.47	%		9	2.74	%		12	3.45	%		12	3.46	%		10	3.10	%
Total Consumer	$	436	1.46	%	$	471	1.55	%	$	557	1.81	%	$	517	1.65	%	$	491	1.54	%
Total 30-89 Days Past Due Loans	$	698	0.92	%	$	708	0.92	%	$	796	1.03	%	$	835	1.05	%	$	853	1.05	%
90+ Days Past Due Loans
	Quarter Ended
($ millions)	6/30/12				3/31/12				12/31/11				9/30/11				6/30/11
Commercial & Industrial	$	5	0.02	%	$	9	0.03	%	$	28	0.11	%	$	10	0.04	%	$	7	0.03	%
Commercial Real Estate Mortgage - OO		9	0.08	%		9	0.08	%		9	0.08	%		6	0.05	%		11	0.09	%
Commercial Real Estate Construction - OO		—	0.16	%		—	0.00	%		—	0.00	%		—	0.00	%		—	0.05	%
Total Commercial	$	14	0.04	%	$	18	0.05	%	$	37	0.10	%	$	16	0.04	%	$	18	0.05	%
Commercial Investor Real Estate Mortgage	$	16	0.19	%	$	2	0.02	%	$	13	0.13	%	$	9	0.08	%	$	5	0.04	%
Commercial Investor Real Estate Construction		—	0.00	%		—	0.00	%		—	0.01	%		—	0.01	%		—	0.02	%
Total Investor Real Estate	$	16	0.17	%	$	2	0.02	%	$	13	0.12	%	$	9	0.07	%	$	5	0.04	%
Residential First Mortgage	$	281	2.10	%	$	300	2.21	%	$	284	2.06	%	$	291	2.06	%	$	296	2.07	%
Home Equity (1)		74	0.60	%		87	0.69	%		93	0.71	%		81	0.61	%		158	1.16	%
Direct		1	0.14	%		1	0.13	%		2	0.23	%		2	0.19	%		1	0.16	%
Indirect		2	0.11	%		2	0.09	%		2	0.13	%		1	0.08	%		2	0.10	%
Consumer Credit Card		13	1.38	%		14	1.50	%		13	1.38	%		10	1.03	%		—	0.00	%
Other Consumer		2	0.62	%		3	0.90	%		3	0.75	%		2	0.50	%		3	0.79	%
Total Consumer	$	373	1.25	%	$	407	1.34	%	$	397	1.29	%	$	387	1.23	%	$	460	1.44	%
Total 90+ Days Past Due Loans	$	403	0.53	%	$	427	0.56	%	$	447	0.58	%	$	412	0.52	%	$	483	0.60	%

OO = Owner Occupied

(1) Refer to page 12 for the home equity reclassification which increased non-accrual loans and decreased 90 days past due loans in 3Q11.

Regions Financial Corporation and Subsidiaries Financial Supplement to Second Quarter 2012 Earnings Release Page 14

Non-Accrual Loans (excludes loans held for sale)

	Quarter Ended
($ millions)	6/30/12				3/31/12				12/31/11				9/30/11				6/30/11
Commercial and Industrial	$	366	1.41	%	$	439	1.75	%	$	457	1.86	%	$	498	2.05	%	$	525	2.22	%
Commercial Real Estate Mortgage - OO		504	4.75	%		545	4.99	%		590	5.29	%		668	5.79	%		687	5.82	%
Commercial Real Estate Construction - OO		20	7.61	%		23	8.32	%		25	7.36	%		27	7.68	%		28	7.57	%
Total Commercial	$	890	2.41	%	$	1,007	2.77	%	$	1,072	2.98	%	$	1,193	3.30	%	$	1,240	3.46	%
Commercial Investor Real Estate Mortgage	$	599	6.97	%	$	640	6.99	%	$	734	7.56	%	$	829	7.75	%	$	820	6.93	%
Commercial Investor Real Estate Construction		74	8.73	%		127	13.22	%		180	17.61	%		296	24.93	%		371	23.25	%
Total Investor Real Estate	$	673	7.12	%	$	767	7.58	%	$	914	8.52	%	$	1,125	9.46	%	$	1,191	8.87	%
Residential First Mortgage		229	1.71	%		241	1.77	%		250	1.81	%		261	1.85	%		288	2.01	%
Home Equity (1)		123	1.00	%		136	1.08	%		136	1.04	%		131	0.98	%		65	0.48	%
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	$	352	1.18	%	$	377	1.25	%	$	386	1.25	%	$	392	1.25	%	$	353	1.11	%
Total Non-Accrual Loans	$	1,915	2.51	%	$	2,151	2.80	%	$	2,372	3.06	%	$	2,710	3.41	%	$	2,784	3.43	%

OO = Owner Occupied

(1) Refer to page 12 for the home equity reclassification which increased non-accrual loans and decreased 90 days past due loans in 3Q11.

Business Services Credit Quality - Criticized Loans

	Quarter Ended
($ millions)	6/30/12				3/31/12				12/31/11				9/30/11				6/30/11
Special Mention	$	1,548	3.34	%	$	1,652	3.56	%	$	1,637	3.50	%	$	1,897	3.95	%	$	2,075	4.21	%
Classified Loans	$	3,888	8.39	%	$	4,327	9.32	%	$	4,733	10.12	%	$	5,408	11.25	%	$	5,824	11.83	%
Total Business Services	$	5,436	11.73	%	$	5,979	12.88	%	$	6,370	13.62	%	$	7,305	15.20	%	$	7,899	16.04	%

Investor Real Estate Analysis

Represents percent of loan balances in the portfolio

	Core State (1)																								% of Total IRE
	AL			AR			FL			GA			LA			MS			TN			Other
MULTI-FAMILY		1.9	%		0.5	%		4.1	%		1.5	%		1.1	%		0.4	%		2.0	%		10.8	%		22.3	%
RETAIL		2.3	%		0.7	%		5.0	%		1.9	%		0.5	%		0.2	%		1.7	%		8.6	%		20.9	%
OFFICE		1.9	%		0.3	%		3.7	%		2.4	%		1.3	%		0.3	%		1.3	%		8.3	%		19.5	%
INDUSTRIAL		1.0	%		0.1	%		1.7	%		1.4	%		0.3	%		0.2	%		0.8	%		3.4	%		8.9	%
LAND		1.0	%		0.2	%		3.2	%		0.6	%		0.2	%		0.1	%		0.8	%		1.5	%		7.6	%
SINGLE FAMILY		1.6	%		0.5	%		1.1	%		0.8	%		0.3	%		0.1	%		1.0	%		2.0	%		7.4	%
HOTEL		0.6	%		0.5	%		2.2	%		0.1	%		0.8	%		0.3	%		0.4	%		1.6	%		6.5	%
OTHER		0.8	%		0.2	%		1.6	%		0.5	%		0.4	%		0.2	%		0.6	%		1.4	%		5.7	%
CONDO		0.1	%		0.0	%		0.8	%		0.1	%		0.0	%		0.0	%		0.0	%		0.2	%		1.2	%
Grand Total		11.2	%		3.0	%		23.4	%		9.3	%		4.9	%		1.8	%		8.6	%		37.8	%		100.0	%

(1) Core State of Regions Bank’s Footprint in which the underlying collateral is located.

	Construction			Mortgage			Non- Performing Loans as a % of Total IRE			90+ days past due as a % of Total IRE			30-89 days past due as a % of Total IRE
MULTI-FAMILY		2.0	%		20.2	%		0.6	%		0.0	%		0.3	%
RETAIL		0.5	%		20.4	%		1.8	%		0.0	%		0.1	%
OFFICE		0.5	%		18.7	%		0.4	%		0.2	%		0.2	%
INDUSTRIAL		0.2	%		8.7	%		0.4	%		0.0	%		0.1	%
LAND		1.7	%		6.1	%		1.8	%		0.0	%		0.1	%
SINGLE FAMILY		3.8	%		3.7	%		1.0	%		0.0	%		0.1	%
HOTEL		0.1	%		6.4	%		0.3	%		0.0	%		0.1	%
OTHER		0.0	%		5.6	%		0.6	%		0.0	%		0.1	%
CONDO		0.2	%		1.2	%		0.2	%		0.0	%		0.0	%
Grand Total		9.0	%		91.0	%		7.1	%		0.2	%		1.1	%

Regions Financial Corporation and Subsidiaries Financial Supplement to Second Quarter 2012 Earnings Release Page 15

Residential Lending Net Charge-off Analysis

		Quarter Ended
		6/30/2012															3/31/2012
		First Liens									Junior Liens			Total			First Liens									Junior Liens			Total
($ in millions)		Residential Mortgage			Home Equity			Total			Home Equity						Residential Mortgage			Home Equity			Total			Home Equity
Florida	Net Charge-off %*		2.06	%		2.16	%		2.09	%		4.72	%		2.80	%		1.89	%		2.03	%		1.93	%		5.74	%		2.98	%
	$ Losses	$	26.2		$	10.4		$	36.6		$	30.9		$	67.5		$	24.4		$	9.9		$	34.3		$	39.0		$	73.3
	Balance	$	5,089.6		$	1,906.8		$	6,996.4		$	2,596.1		$	9,592.5		$	5,200.2		$	1,934.2		$	7,134.4		$	2,681.8		$	9,816.2
	Original LTV		72.9	%		65.5	%					75.8	%					72.5	%		65.5	%					75.9	%
All Other States	Net Charge-off %*		0.79	%		0.68	%		0.76	%		1.55	%		0.96	%		0.72	%		0.86	%		0.76	%		1.70	%		1.00	%
	$ Losses	$	16.4		$	6.4		$	22.8		$	15.9		$	38.7		$	15.1		$	8.3		$	23.4		$	18.1		$	41.5
	Balance	$	8,304.2		$	3,756.6		$	12,060.8		$	4,061.6		$	16,122.4		$	8,410.8		$	3,825.6		$	12,236.4		$	4,199.8		$	16,436.2
	Original LTV		74.3	%		66.5	%					79.2	%					74.2	%		66.6	%					79.3	%
Totals	Net Charge-off %*		1.27	%		1.18	%		1.24	%		2.79	%		1.65	%		1.16	%		1.25	%		1.19	%		3.28	%		1.74	%
	$ Losses	$	42.6		$	16.8		$	59.4		$	46.9		$	106.3		$	39.5		$	18.2		$	57.7		$	57.1		$	114.8
	Balance	$	13,393.8		$	5,663.4		$	19,057.1		$	6,657.8		$	25,714.9		$	13,611.0		$	5,759.8		$	19,370.8		$	6,881.6		$	26,252.4
	Original LTV		73.8	%		66.2	%					77.9	%					73.6	%		66.3	%					77.9	%

• 21% Florida junior lien concentration driving results

• Junior lien, Florida net charge-offs represent 49% of 2Q12 Home Equity net charge-offs but just 21% of Home Equity outstanding balances.

• Net Home Equity charge-offs in Florida approximately 3 times non-Florida net charge-off rate

• New Home Equity origination quality solid with an average FICO of 774 and an average LTV of 60%; 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 Financial Supplement to Second Quarter 2012 Earnings Release Page 16

Reconciliation to GAAP Financial Measures

Net Income (Loss) and Earnings (Loss) Per Share

The table below presents earnings (loss) per share from continuing operations, excluding preferred dividends and accretion (non-GAAP). The table also presents computations of earnings (loss) and certain other financial measures, excluding goodwill impairment and regulatory charge and related tax benefit (non-GAAP) all recorded in 2011. The preferred dividends and accretion, goodwill impairment charge, and 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 preferred dividends and accretion, goodwill impairment and the regulatory charge and related tax benefit in expressing earnings (loss) and certain other financial measures, including “earnings (loss) per common share, excluding preferred dividends and accretion” and “earnings (loss) per common share, excluding goodwill impairment and regulatory charge and related tax benefit” 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 preferred dividends and accretion, goodwill impairment and 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 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. 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 preferred dividends and accretion, goodwill impairment charge, and the regulatory charge and related tax benefit does not represent the amount that effectively accrues directly to stockholders (i.e. the preferred dividends and accretion, goodwill impairment charge, and the regulatory charge are reductions in earnings and stockholders’ equity).

		As of and for Quarter Ended
($ amounts in millions, except per share data)		06/30/12		03/31/12			12/31/11			9/30/11		6/30/11
Net income (loss) available to common shareholders (GAAP)		$	284	$	145		$	(602	)	$	101	$	55
Preferred dividends and accretion (GAAP)			71		54			54			54		54
Income (loss) from discontinued operations, net of tax (GAAP)			4		(40	)		(467	)		14		30
Income (loss) from continuing operations (GAAP)	A	$	351	$	239		$	(81	)	$	141	$	79
Net income (loss) available to common shareholders (GAAP)	B	$	284	$	145		$	(602	)	$	101	$	55
Goodwill impairment, net of tax			—		—			731			—		—
Regulatory charge and related tax benefit			—		—			—			—		(44	)
Income available to common shareholders, excluding goodwill impairment and regulatory charge and related tax benefit (non- GAAP)	C	$	284	$	145		$	129		$	101	$	11
Net income (loss) available to common shareholders (GAAP)	B	$	284	$	145		$	(602	)	$	101	$	55
Income (loss) from discontinued operations, net of tax (GAAP) (1)			4		(40	)		(467	)		14		30
Income (loss) from continuing operations available to common shareholders (GAAP)	D		280		185			(135	)		87		25
Goodwill impairment from continuing operations (non-deductible)			—		—			253			—		—
Regulatory charge and related tax benefit from continuing operations (2)			—		—			—			—		(17	)
Income from continuing operations available to common shareholders, excluding goodwill impairment and regulatory charge and related tax benefit (non-GAAP)	E	$	280	$	185		$	118		$	87	$	8
Weighted-average diluted shares	F		1,418		1,283			1,259			1,261		1,260
Earnings (loss) per common share from continuing operations, excluding preferred dividends and accretion - diluted (non-GAAP)	A/F	$	0.25	$	0.19		$	(0.06	)	$	0.11	$	0.06
Earnings (loss) per common share - diluted (GAAP)	B/F	$	0.20	$	0.11		$	(0.48	)	$	0.08	$	0.04
Earnings (loss) per common share from continuing operations - diluted (GAAP)	D/F	$	0.20	$	0.14		$	(0.11	)	$	0.07	$	0.02
Earnings per common share from continuing operations, excluding goodwill impairment and regulatory charge and related tax benefit - diluted (non-GAAP)	E/F	$	0.20	$	0.14		$	0.09		$	0.07	$	0.01

(1) There are no preferred shares allocable to discontinued operations.

(2) 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. $75 million of the regulatory charge relates to continuing operations. 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 by approximately $44 million for the second quarter of 2011, of which approximately $17 million relates to continuing operations.

Regions Financial Corporation and Subsidiaries Financial Supplement to Second Quarter 2012 Earnings Release Page 17

Reconciliation to GAAP Financial Measures - Continuing Operations

Fee Income Ratios and Efficiency Ratios

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. The table also shows the fee ratio (non-GAAP), generally calculated as non-interest income divided by total revenue. Management uses these ratios to monitor performance and believes these measures provide 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. Non-interest income (GAAP) is presented excluding certain adjustments to arrive at adjusted non-interest income (non-GAAP), which is the numerator for the fee ratio. Net interest income on a fully taxable-equivalent basis (GAAP) and non-interest income 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 fee and efficiency ratios. 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)		6/30/12			3/31/12			12/31/11			9/30/11			6/30/11
Continuing Operations
Non-interest expense (GAAP)		$	842		$	913		$	1,124		$	850		$	956
Adjustments:
Securities impairment, net			(2	)		—			(2	)		—			—
Branch consolidation and property and equipment charges			—			—			2			—			(77	)
Goodwill impairment			—			—			(253	)		—			—
Adjusted non-interest expense (non-GAAP)	G	$	840		$	913		$	871		$	850		$	879
Net interest income, taxable-equivalent basis (GAAP)		$	850		$	839		$	858		$	859		$	864
Non-interest income (GAAP)		$	507		$	524		$	507		$	513		$	543
Adjustments:
Securities (gains) losses, net			(12	)		(12	)		(7	)		1			(24	)
Leveraged lease termination (gains) losses, net			(7	)		(7	)		(10	)		2			—
Adjusted non-interest income (non-GAAP)	H		488			505			490			516			519
Adjusted total revenue (non-GAAP)	I	$	1,338		$	1,344		$	1,348		$	1,375		$	1,383
Fee income ratio (non-GAAP)	H/I		36.5	%		37.6	%		36.4	%		37.5	%		37.5	%
Efficiency ratio (non-GAAP)	G/I		62.8	%		67.9	%		64.6	%		61.8	%		63.6	%

Adjusted Non-Interest Income/Expense

The table below presents computations of adjusted non-interest income/expense for the second quarter of 2012 and the first quarter of 2012 (non-GAAP). Management uses these measures to monitor performance and believes these measures provide meaningful information to investors. Non-interest income/expense (GAAP) is presented excluding certain adjustments to arrive at adjusted non-interest income/expense (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.

	Quarter Ended
	6/30/12			3/31/12			$ Change			% Change
Continuing Operations
Non-interest income (GAAP)	$	507		$	524		$	(17	)		-3.2	%
Adjustments:
Securities gains, net		(12	)		(12	)		—			—
Leveraged lease termination gains, net		(7	)		(7	)		—			—
Adjusted non-interest income (non-GAAP)	$	488		$	505		$	(17	)		-3.4	%
	Quarter Ended
	6/30/12			3/31/12			$ Change			% Change
Continuing Operations
Non-interest expense (GAAP)	$	842		$	913		$	(71	)		-7.8	%
Adjustments:
Securities impairment, net		(2	)		—			(2	)		NM
Adjusted non-interest expense (non-GAAP)	$	840		$	913		$	(73	)		-8.0	%

Regions Financial Corporation and Subsidiaries Financial Supplement to Second Quarter 2012 Earnings Release Page 18

Reconciliation to GAAP Financial Measures

Return Ratios, Tangible Common Ratios, Capital

The following tables provide calculations of “return on average assets from continuing operations”, “return on average tangible common stockholders’ equity”, end of period “tangible common stockholders’ equity” ratios and a reconciliation of stockholders’ equity (GAAP) to tangible common stockholders’ equity (non-GAAP), Tier 1 capital (regulatory) and “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 not prescribed in amount by federal banking regulations. In connection with the Company’s Comprehensive Capital Assessment and Review (“CCAR”), these regulators are 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 prescribed in amount by federal banking regulations, 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 prescribed in any amount by 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 (non-GAAP). Tier 1 common equity (non-GAAP) is also divided by the risk-weighted assets to determine the Tier 1 common equity ratio (non-GAAP). 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)		6/30/12			3/31/12			12/31/11			9/30/11			6/30/11
RETURN ON AVERAGE ASSETS FROM CONTINUING OPERATIONS
Average assets (GAAP) - continuing operations	J	$	122,426		$	123,756		$	124,900		$	126,586		$	127,438
Return on average assets from continuing operations (GAAP) (1)	D/J		0.92	%		0.59	%		(0.43	%)		0.26	%		0.08	%
Return on average assets from continuing operations, excluding goodwill impairment and regulatory charge related tax benefit (non-GAAP) (1)	E/J		0.92	%		0.59	%		0.37	%		0.26	%		0.03	%
RETURN ON AVERAGE TANGIBLE COMMON STOCKHOLDERS’ EQUITY
Average stockholders’ equity (GAAP)		$	14,347		$	16,715		$	17,151		$	17,069		$	16,796
Less: Average intangible assets (GAAP)			5,221			5,253			6,019			5,998			5,909
Average deferred tax liability related to intangibles (GAAP)			(198	)		(198	)		(210	)		(224	)		(230	)
Average preferred equity (GAAP)			113			3,423			3,413			3,402			3,392
Average tangible common stockholders’ equity (non-GAAP)	K	$	9,211		$	8,237		$	7,929		$	7,893		$	7,725
Return on average tangible common stockholders’ equity (GAAP) (1)	B/K		12.40	%		7.08	%		-30.12	%		5.05	%		2.88	%
Return on average tangible common stockholders’ equity, excluding goodwill impairment and regulatory charge related tax benefit (non-GAAP) (1)	C/K		12.40	%		7.08	%		6.45	%		5.05	%		0.57	%
TANGIBLE COMMON RATIOS - CONSOLIDATED
Stockholders’ equity (GAAP)		$	14,455		$	17,534		$	16,499		$	17,263		$	16,888
Less: Preferred equity (GAAP)			—			3,429			3,419			3,409			3,399
Intangible assets (GAAP)			5,207			5,236			5,265			6,039			5,981
Deferred tax liability related to intangibles (GAAP)			(201	)		(195	)		(200	)		(220	)		(227	)
Tangible common stockholders’ equity (non-GAAP)	L	$	9,449		$	9,064		$	8,015		$	8,035		$	7,735
Total assets (GAAP)		$	122,345		$	128,282		$	127,050		$	129,762		$	130,908
Less: Intangible assets (GAAP)			5,207			5,236			5,265			6,039			5,981
Deferred tax liability related to intangibles (GAAP)			(201	)		(195	)		(200	)		(220	)		(227	)
Tangible assets (non-GAAP)	M	$	117,339		$	123,241		$	121,985		$	123,943		$	125,154
Shares outstanding - end of quarter	N		1,413			1,412			1,259			1,259			1,259
Tangible common stockholders’ equity to tangible assets (non-GAAP)	L/M		8.04	%		7.35	%		6.57	%		6.48	%		6.18	%
Tangible common book value per share (non-GAAP)	L/N	$	6.69		$	6.42		$	6.37		$	6.38		$	6.15
TIER 1 COMMON RISK-BASED RATIO (2) - CONSOLIDATED
Stockholders’ equity (GAAP)		$	14,455		$	17,534		$	16,499		$	17,263		$	16,888
Accumulated other comprehensive (income) loss			(54	)		60			69			(92	)		177
Non-qualifying goodwill and intangibles			(4,852	)		(4,881	)		(4,900	)		(5,649	)		(5,668	)
Disallowed deferred tax assets			(336	)		(345	)		(432	)		(506	)		(498	)
Disallowed servicing assets			(33	)		(36	)		(35	)		(35	)		(35	)
Qualifying non-controlling interests			92			92			92			92			92
Qualifying trust preferred securities			846			846			846			846			846
Tier 1 capital (regulatory)		$	10,118		$	13,270		$	12,139		$	11,919		$	11,802
Qualifying non-controlling interests			(92	)		(92	)		(92	)		(92	)		(92	)
Qualifying trust preferred securities			(846	)		(846	)		(846	)		(846	)		(846	)
Preferred stock			—			(3,429	)		(3,419	)		(3,409	)		(3,399	)
Tier 1 common equity (non-GAAP)	O	$	9,180		$	8,903		$	7,782		$	7,572		$	7,465
Risk-weighted assets (regulatory)	P		91,769			92,546			91,449			92,786			93,865
Tier 1 common risk-based ratio (non-GAAP)	O/P		10.0	%		9.6	%		8.5	%		8.2	%		7.9	%

(1) Annualized

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

Regions Financial Corporation and Subsidiaries Financial Supplement to Second Quarter 2012 Earnings Release Page 19

Reconciliation to GAAP Financial Measures

Tier 1 Capital - With History Adjusted for Series A Retirement

Regions’ Series A preferred stock was repurchased on April 4, 2012 and the warrant to purchase 48.3 million shares of Regions common stock was retired on May 2, 2012. The following table presents the calculations of Tier 1 capital and the Tier 1 capital ratio, adjusted as if the repurchase of the shares and the retirement of the warrant occurred on the last day of the quarter for each prior period presented. The amount retired includes the Series A preferred stock plus the remaining balance of the related discount.

	Quarter Ended
($ amounts in millions)	6/30/12			3/31/12			12/31/11			9/30/11			6/30/11
TIER 1 RISK-BASED RATIO
Stockholders’ equity	$	14,455		$	17,534		$	16,499		$	17,263		$	16,888
Accumulated other comprehensive (income) loss		(54	)		60			69			(92	)		177
Non-qualifying goodwill and intangibles		(4,852	)		(4,881	)		(4,900	)		(5,649	)		(5,668	)
Disallowed deferred tax assets		(336	)		(345	)		(432	)		(506	)		(498	)
Disallowed servicing assets		(33	)		(36	)		(35	)		(35	)		(35	)
Qualifying non-controlling interests		92			92			92			92			92
Qualifying trust preferred securities		846			846			846			846			846
Tier 1 capital as reported	$	10,118		$	13,270		$	12,139		$	11,919		$	11,802
Series A Preferred Stock Retirement (Reduction to Stockholders’ equity)	$	—		$	(3,500	)	$	(3,500	)	$	(3,500	)	$	(3,500	)
Retirement of warrant to purchase 48.3 million shares of Regions common stock		—			(45	)		(45	)		(45	)		(45	)
Tier 1 capital as adjusted to exclude Series A Preferred Stock	$	10,118		$	9,725		$	8,594		$	8,374		$	8,257
Risk-weighted assets 1		91,769			92,546			91,449			92,786			93,865
Tier 1 capital ratio 1		11.0	%		14.3	%		13.3	%		12.8	%		12.6	%
Tier 1 capital ratio excluding Series A Preferred Stock and associated warrant 1		11.0	%		10.5	%		9.4	%		9.0	%		8.8	%

(1) Current quarter amount and the resulting ratios are estimated

Regions Financial Corporation and Subsidiaries Financial Supplement to Second Quarter 2012 Earnings Release Page 20

Statements of Discontinued Operations (unaudited)

On January 11, 2012, Regions entered into a stock purchase agreement to sell Morgan Keegan and Company, Inc. and related affiliates to Raymond James Financial Inc. The sale was closed on April 2, 2012. Regions Investment Management, Inc. (formerly known as Morgan Asset Management, Inc.) and Regions Trust are not included in the sale. In connection with the closing, the Company and Raymond James agreed that in lieu of the $250 million pre-closing dividend from Morgan Keegan and Company, Inc. to the Company as contemplated in the original agreement, the parties would increase the purchase price by the same amount. The total purchase price received by the Company was approximately $1.2 billion. In connection with the agreement, the results of the entities being sold are reported as discontinued operations. The following tables represent the unaudited condensed results of operations for discontinued operations.

	Quarter Ended
($ amounts in millions)	6/30/12		3/31/12			12/31/11			9/30/11		6/30/11
Interest income	$	—	$	8		$	8		$	9	$	10
Interest expense		—		1			1			1		2
Net interest income		—		7			7			8		8
Non-interest income
Brokerage, investment banking and capital markets		—		233			251			222		229
Gain on sale		15		—			—			—		—
Other		—		7			11			10		9
Total non-interest income		15		240			262			232		238
Non-interest expense
Salaries and employee benefits		—		171			172			146		160
Net occupancy expense		—		9			9			9		9
Furniture and equipment expense		—		8			9			7		7
Goodwill impairment		—		—			492			—		—
Professional and legal fees		10		96			23			22		23
Other		1		28			36			32		43
Total non-interest expense		11		312			741			216		242
Income (loss) from discontinued operations before income tax		4		(65	)		(472	)		24		4
Income tax expense (benefit) (1) (2)		—		(25	)		(5	)		10		(26	)
Income (loss) from discontinued operations, net of tax	$	4	$	(40	)	$	(467	)	$	14		30
Weighted-average shares outstanding–during quarter:
Basic		1,414		1,282			1,259			1,259		1,258
Diluted		1,418		1,282			1,259			1,261		1,260
Earnings (loss) per common share from discontinued operations:
Basic	$	0.00	$	(0.03	)	$	(0.37	)	$	0.01	$	0.02
Diluted	$	0.00	$	(0.03	)	$	(0.37	)	$	0.01	$	0.02

(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. $125 million of the regulatory charge relates to discontinued operations. The regulatory settlement was finalized in the second quarter of 2011. At the time of the settlement, Regions had better information related to the tax implications. Approximately $125 million of the $200 million 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 income tax expense by approximately $44 million for the second quarter of 2011, of which approximately $27 million relates to discontinued operations.

(2) The income tax benefit for the fourth quarter of 2011 includes a $14 million benefit related to goodwill impairment.

Regions Financial Corporation and Subsidiaries Financial Supplement to Second Quarter 2012 Earnings Release Page 21

Forward-Looking Statements

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 (the “Dodd-Frank Act”) became law in July 2010, and a number of legislative, regulatory and tax proposals remain pending. Additionally, the U.S. Treasury Department 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. Future and proposed rules, including those that are part of the Basel III process are expected to 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 and extent of which cannot be determined at this time.

• 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.

• Possible regulations issued by the Consumer Financial Protection Bureau or other regulators which might adversely impact Regions’ business model or products and services.

• Possible 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, reputational 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.

• 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, 2011 and the “Foward-Looking Statements” section of Regions’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2012.

• 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.

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

2nd Quarter Earnings

Conference Call

July 24, 2012

Exhibit 99.3

2

PRUDENT AND PROFITABLE GROWTH DRIVEN BY SOLID

BUSINESS PERFORMANCE

With each passing quarter, we are better positioned

for ultimate outperformance.

•

Experienced continued growth in

commercial and industrial portfolio

•

Conservative low loan-to-deposit ratio

provides considerable flexibility to take

advantage of lending opportunities that will

benefit future revenue growth

•

Significantly grew mortgage loan

production and related fee income

•

Reduced operating expenses and credit 

costs

•

Continued asset quality improvement

2Q12 Financial Highlights

Diluted EPS

$0.20

Pre-tax Pre-provision

Income

$503

million

EPS from Continuing

Operations

$0.20

Impact of Series A

Discount

$0.05

(1)

Non-GAAP–

See

slides

13-17

for

GAAP

to

non-GAAP

reconciliation

1

1

3

2Q12 FINANCIAL HIGHLIGHTS

(1)

Non-GAAP–

See slides 13-17 for GAAP to non-GAAP reconciliation

(2)    From Continuing Operations

($ in millions, except EPS)

2Q11

1Q12

2Q12

From Continuing Operations

Net Interest Income

$  856

$  827

$  838

$  11

1%

$  (18)

-2%

Non-Interest Revenue

543

524

507

(17)

-3%

(36)

-7%

Non-Interest Expense

956

913

842

(71)

-8%

(114)

-12%

Pre-tax

Pre-provision

Income

(PPI)

(non-GAAP)

443

438

503

65

15%

60

14%

Net Charge-Offs

548

332

265

(67)

-20%

(283)

-52%

Loan Loss Reserve Reduction

(150)

(215)

(239)

(24)

11%

(89)

59%

Loan Loss Provision

398

117

26

(91)

-78%

(372)

-93%

Preferred Expense

54

54

71

17

31%

17

31%

Net Income Available to Common Shareholders

from Continuing Operations

25

185

280

95

51%

255

NM

Net Income / (Loss) from Discontinued

Operations

30

(40)

4

44

-110%

(26)

-87%

Net Income Available to Common Shareholders

$  55

$  145

$  284

$  139

96%

$  229

NM

Diluted EPS

$0.04

$0.11

$0.20

$0.09

82%

$0.16

NM

Diluted EPS from Continuing Operations

$0.02

$0.14

$0.20

$0.06

43%

$0.18

NM

Diluted EPS excluding Preferred Expense

2

$0.06

$0.19

$0.25

$0.06

32%

$0.19

NM

Diluted EPS from Discontinued Operations

$0.02

($0.03)

$0.00

$0.03

NM

($0.02)

NM

2Q12 vs. 1Q12

2Q12 vs. 2Q11

1

4

COMMERCIAL AND INDUSTRIAL LOANS GREW 4% OVER

LAST QUARTER

•

Commercial & industrial loan balances

on an average basis increased $902

million, or 4% linked quarter reflecting

strength in our middle market portfolio

•

Commercial & industrial line utilization

rose 130 basis points to 44.4%

•

Investor real estate totaled $9.4 billion

at quarter end and has now been

reduced to 12% of total loans down

from 17% one year ago

•

Loan yield remained flat linked quarter

despite the low rate environment

* Average Balances

Commercial and Industrial Loan Balances*

9% increase Y-O-Y

Total Loan Balances* and Loan Yields

$23,506

$23,953

$24,310

$24,748

$25,650

2Q11

3Q11

4Q11

1Q12

2Q12

$81,106

$80,513

$78,702

$77,168

$76,670

4.27%

4.31%

4.35%

4.29%

4.29%

2Q11

3Q11

4Q11

1Q12

2Q12

Avg. Loan Balance

Loan Yield

5

FUNDING MIX CONTINUES TO IMPROVE AS DEPOSIT

COSTS DECLINED 5 BPS

•

Avg. time deposits as a % of avg.

deposits decreased to 18% in 2Q12

from 23% in 2Q11

•

Deposit repricing opportunities

remain, maturities include:

•

3Q12 -

$2.9B at 1.2%

•

4Q12 -

$3.0B at 2.1%

•

1H13 -

$4.6B at 1.8%

•

2H13 -

$1.9B at 0.8%

•

Deposit costs declined 5 bps linked

quarter, down 21 bps year-over-year

•

Total funding mix improved to 60 bps,

down 20 bps from one year ago

* Average Balances

Deposit Balances* and  Deposit Costs

73,616

74,778

75,381

77,008

78,688

22,506

21,369

19,774

19,053

17,175

$96,122

$96,147

$95,155

$96,061

$95,863

53 bps

46 bps

40 bps

37 bps

32 bps

2Q11

3Q11

4Q11

1Q12

2Q12

Low Cost Deposits

Time Deposits + Other

Deposit Cost

6

NET INTEREST MARGIN IMPROVES 7 BPS

•

Net interest margin favorably impacted by

improvements in deposit costs, lower

excess cash and lower non-accrual

balances

•

Cash reserves negatively impacted net

interest margin 8 bps in 2Q12 compared to

13 bps in 1Q12, an improvement of 5 bps

•

Non-accruals negatively impacted net

interest margin 7 bps in 2Q12 compared to

10 bps in 1Q12, an improvement of 3 bps

•

Securities portfolio totals $27 billion as a

result of cash deployment

•

Net interest margin expected to remain

relatively stable in second half of 2012

(1)

From continuing operations

Net

Interest

Income

and

Net

Interest

Margin¹

$864

$859

$858

$839

$850

3.07%

3.04%

3.08%

3.09%

3.16%

2Q11

3Q11

4Q11

1Q12

2Q12

Net Interest Income (FTE)

Net Interest Margin

7

NON-INTEREST REVENUE DRIVEN BY 17% INCREASE IN

MORTGAGE INCOME

•

Non-interest revenue decreased 3%

linked quarter

•

Mortgage revenues increased 17%

linked quarter and 80% over last year

•

HARP II expected to increase

mortgage volume by $1 billion in

2012

•

Service charges declined due to the

establishment of a reserve for certain

customer fee refunds resulting from a

change in the company’s non-sufficient

funds policy

Fee

Income

by

Quarter

1

(1)

From continuing operations adjusted to exclude security gains and leveraged lease terminations gains–Non-GAAP,

see appendix for GAAP to Non-GAAP reconciliation

308

310

263

254

233

70

44

68

77

67

50

68

57

77

90

-

15

14

15

25

27

26

28

26

66

52

60

55

57

$519

$516

$490

$505

$488

2Q11

3Q11

4Q11

1Q12

2Q12

Service charges

Capital Markets, Investment Income & Trust

Mortgage Income

Credit Card Income

Insurance Income

Other

16

8

REDUCTION IN CREDIT COSTS DRIVE NON-INTEREST

EXPENSES DOWN 8% LINKED QUARTER

(1)    Non-GAAP excludes 4Q11 goodwill impairment

Non-Interest

Expenses

•

Diligent and continued focus on reducing

expenses through efficiencies

•

Non-interest expenses were 8% lower than

prior quarter and down 12% year-over-year

•

Other real estate expenses decreased $13

million over prior quarter or 57%

•

Held for sale experienced net gains of $26

million related to property sales, reflecting asset

value improvements

•

Headcount reduced by 544 positions, or 2%

over the last year

Other Real Estate and HFS Expenses

$956

$850

$871

$913

$842

2Q11

3Q11

4Q11

1Q12

2Q12

$41

$48

$33

$15

$(16)

2Q11

3Q11

4Q11

1Q12

2Q12

1

CONTINUED MOMENTUM IN ASSET QUALITY METRICS

NPL Gross Migration

NPLs and Coverage Ratio

Business Services Criticized Loans

Loan Loss Provision

43% Decline*

31% Decline in Total NPLs*

31% Decline*

93% Decline*

*Year-over-year change

**Excludes loans held for sale

$2,784

$2,710

$2,372

$2,151

$1,915

112%

109%

116%

118%

120%

2Q11

3Q11

4Q11

1Q12

2Q12

NPLs**

ALL / NPL**

$555

$755

$561

$381

$315

2Q11

3Q11

4Q11

1Q12

2Q12

$7,899

$7,305

$6,370

$5,979

$5,436

2Q11

3Q11

4Q11

1Q12

2Q12

396

355

279

192

136

152

156

150

140

129

(150)

(156)

(134)

(215)

(239)

$398

$355

$295

$117

$26

2Q11

3Q11

4Q11

1Q12

2Q12

Business Services and HFS

Consumer

Reserve Reduction

9

10

STRONG CAPITAL RATIOS

Loan to Deposit Ratio

Tier 1 Capital Ratio

Tier 1 Common Ratio

(1)

Current Quarter ratios are estimated

(2)

Non-GAAP –

See appendix for reconciliation

(3)

Includes Series A Preferred Stock and associated warrant

(4)

Based on ending balances

•

The impact of the warrant redemption related to the

repayment of Series A preferred stock was $45

million during the second quarter

•

Basel III Tier 1 Common ratio estimated under the

new proposed rules at 8.0%

•

Low loan to deposit ratio allows Regions to be

ready for loan growth when the market demand

increases

(1)

(1)

(2)

(3)

84%

83%

81%

79%

80%

2Q11

3Q11

4Q11

1Q12

2Q12

8.8%

9.0%

9.4%

10.5%

11.0%

3.8%

3.8%

3.9%

3.8%

12.6%

12.8%

13.3%

14.3%

11.0%

2Q11

3Q11

4Q11

1Q12

2Q12

Tier 1 Capital Excluding TARP

TARP Impact

7.9%

8.2%

8.5%

9.6%

10.0%

2Q11

3Q11

4Q11

1Q12

2Q12

(2)

(4)

11

APPENDIX

12

FORWARD-LOOKING STATEMENTS

13

NON-GAAP RECONCILIATION: NET INCOME / (LOSS) AND

EARNINGS PER SHARE

(1)

There are no preferred shares allocable to discontinued operations.

(2)

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. $75 million of the regulatory charge relates to continuing operations. 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 by approximately $44 million for the second quarter of 2011, of which approximately $17 million relates to continuing operations. .

`

(1)

($ amounts in millions, except per share data)  

06/30/12

03/31/12

12/31/11

9/30/11

6/30/11

Net income (loss) available to common shareholders (GAAP)

284

$          

145

$          

(602)

$        

101

$          

55

$            

Preferred dividends and accretion (GAAP)

71

54

54

54

54

Income (loss) from discontinued operations, net of tax (GAAP)

4

(40)

(467)

14

30

Income (loss) from continuing operations (GAAP)

A

351

$          

239

$          

(81)

$           

141

$          

79

$            

B

284

$          

145

$          

(602)

$        

101

$          

55

$            

Goodwill impairment, net of tax

-

-

731

-

-

Regulatory charge and related tax benefit

-

-

-

-

(44)

C

284

$          

145

$          

129

$          

101

$          

11

$            

B

284

$          

145

$          

(602)

$        

101

$          

55

$            

4

(40)

(467)

14

30

D

280

185

(135)

87

25

-

-

253

-

-

-

-

-

-

(17)

E

280

$          

185

$          

118

$          

87

$            

8

$               

F

1,418

1,283

1,259

1,261

1,260

A/F

0.25

$         

0.19

$         

(0.06)

$       

0.11

$         

0.06

$         

B/F

0.20

$         

0.11

$         

(0.48)

$       

0.08

$         

0.04

$         

`

D/F

0.20

$         

0.14

$         

(0.11)

$       

0.07

$         

0.02

$         

E/F

0.20

$         

0.14

$         

0.09

$         

0.07

$         

0.01

$         

Earnings per common share from continuing operations,

excluding goodwill impairment and regulatory charge and

related tax benefit -

diluted (non-GAAP)

Income from continuing operations available to common

shareholders, excluding goodwill impairment and regulatory

charge and related tax benefit (non-GAAP)

Weighted-average diluted shares

Earnings (loss) per common share -diluted (GAAP)

Earnings (loss) per common share from continuing operations -

diluted (GAAP)

Earnings (loss) per common share from continuing operations,

excluding preferred dividends and accretion -diluted (non-

GAAP)

Regulatory charge and related tax benefit from continuing

operations

(2)

As of and for Quarter Ended

Net income (loss) available to common shareholders (GAAP)

Income available to common shareholders, excluding goodwill

impairment and regulatory charge and related tax benefit (non-

GAAP)

Net income (loss) available to common shareholders (GAAP)

Income (loss) from discontinued operations, net of tax (GAAP)

Income (loss) from continuing operations available to common

shareholders (GAAP)

Goodwill impairment from continuing operations (non-

deductible)

The table below presents earnings (loss) per share from continuing operations, excluding preferred dividends and accretion (non-GAAP). The table also presents computations of earnings (loss) and certain other financial measures, excluding goodwill impairment

and regulatory charge and related tax benefit (non-GAAP) all recorded in 2011.  The preferred dividends and accretion, goodwill impairment charge, and 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 preferred dividends and accretion, goodwill impairment and the regulatory charge and related tax benefit in expressing earnings (loss) and certain other financial

measures, including "earnings (loss) per common share, excluding preferred dividends and accretion" and "earnings (loss) per common share, excluding goodwill impairment and regulatory charge and related tax benefit" 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 preferred dividends and accretion, goodwill impairment and 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 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. 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 preferred dividends and accretion, goodwill impairment charge, and the regulatory charge and related

tax benefit does not represent the amount that effectively accrues directly to stockholders (i.e. the preferred dividends and accretion, goodwill impairment charge, and the regulatory charge are reductions in earnings and stockholders' equity). 

14

NON-GAAP RECONCILIATION: PRE-TAX PRE-PROVISION

INCOME

The Pre-Tax Pre-Provision Income from Continuing Operations table below presents computations of pre-tax pre-provision income from

continuing operations excluding certain adjustments (non-GAAP).  Regions believes that the exclusion of these adjustments provides a

meaningful base for period-to-period comparisons, which management believes will assist investors in analyzing the operating results of the

Company and predicting future performance.  These non-GAAP financial measures are also used by management to assess the performance

of Regions' business. It is possible that the activities related to the adjustments may recur; however, management does not consider the

activities related to the adjustments to be indications of ongoing operations.  Regions believes that presentation of these non-GAAP financial

measures will permit investors to assess the performance of the Company on the same basis as that applied by management.  Non-GAAP

financial measures have inherent limitations, are not required to be uniformly applied and are not audited. Although these non-GAAP financial

measures are frequently used by stakeholders in the evaluation of a company, they have limitations as analytical tools, and should not be

considered in isolation, or as a substitute for analyses of results as reported under GAAP.  In particular, a measure of income that excludes

certain adjustments does not represent the amount that effectively accrues directly to stockholders.

($ amounts in millions)

6/30/12

3/31/12

12/31/11

9/30/11

6/30/11

common shareholders (GAAP)

280

$  

185

$    

(135)

$   

87

$    

25

$    

95

$    

51.4%

255

$  

NM

71

54

54

54

54

17

31.5%

17

31.5%

126

82

18

17

(34)

44

53.7%

160

NM

taxes (GAAP)

477

321

(63)

158

45

156

48.6%

432

NM

26

117

295

355

398

(91)

-77.8%

(372)

-93.5%

(non-GAAP)

503

438

232

513

443

65

14.8%

60

13.5%

-

-

253

-

-

-

-

-

-

excluding goodwill impairment (non-GAAP)

503

438

485

513

443

65

14.8%

60

13.5%

Quarter Ended

2Q12

vs. 1Q12

2Q12

vs. 2Q11

Income (loss) from continuing operations available to

Preferred dividends (GAAP)

Income tax expense (benefit) (GAAP)

Income (loss) from continuing operations before income

Provision for loan losses (GAAP)

Pre-tax pre-provision income from continuing operations

Pre-tax pre-provision income from continuing operations,

Goodwill impairment

15

NON-GAAP RECONCILIATION: FEE INCOME RATIOS AND

EFFICIENCY RATIOS

($ amounts in millions)   

6/30/12

3/31/12

12/31/11

9/30/11

6/30/11

Continuing Operations

Non-interest expense (GAAP)

842

$          

913

$          

1,124

$      

850

$          

956

$      

Adjustments:

Securities impairment, net

(2)

-

(2)

-

-

Branch consolidation and property and equipment charges

-

-

2

-

(77)

Goodwill impairment

-

-

(253)

-

-

Adjusted non-interest expense (non-GAAP)

G

840

$          

913

$          

871

$          

850

$          

879

$      

Net interest income, taxable-equivalent basis (GAAP)

850

$          

839

$          

858

$          

859

$          

864

$      

Non-interest income (GAAP)

507

$          

524

$          

507

$          

513

$          

543

$      

Adjustments:

Securities (gains) losses, net

(12)

(12)

(7)

1

(24)

Leveraged lease termination (gains) losses, net

(7)

(7)

(10)

2

-

Adjusted non-interest income (non-GAAP)

H

488

505

490

516

519

Adjusted total revenue (non-GAAP)

I

1,338

$      

1,344

$      

1,348

$      

1,375

$      

1,383

$  

Fee income ratio (non-GAAP)

H/I

36.5%

37.6%

36.4%

37.5%

37.5%

Efficiency ratio (non-GAAP)

G/I

62.8%

67.9%

64.6%

61.8%

63.6%

As of and for Quarter Ended

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.  The table also shows the fee ratio (non-GAAP), generally calculated as non-interest income divided by total revenue. Management uses these ratios to monitor

performance and believes these measures provide 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. Non-interest income (GAAP) is presented excluding certain adjustments to arrive at

adjusted non-interest income (non-GAAP), which is the numerator for the fee ratio.  Net interest income on a fully taxable-equivalent basis (GAAP) and non-interest income 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 fee and efficiency ratios.

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. 

16

Stockholders' equity (GAAP) 

14,455

$    

17,534

$ 

16,499

$ 

17,263

$ 

16,888

$ 

Accumulated other comprehensive (income) loss 

(54)

60

69

(92)

177

Non-qualifying goodwill and intangibles 

(4,852)

(4,881)

(4,900)

(5,649)

(5,668)

Disallowed deferred tax assets

(336)

(345)

(432)

(506)

(498)

Disallowed servicing assets

(33)

(36)

(35)

(35)

(35)

Qualifying non-controlling interests 

92

92

92

92

92

Qualifying trust preferred securities 

846

846

846

846

846

Tier 1 capital (regulatory) 

10,118

$    

13,270

$ 

12,139

$ 

11,919

$ 

11,802

$ 

Qualifying non-controlling interests 

(92)

(92)

(92)

(92)

(92)

Qualifying trust preferred securities 

(846)

(846)

(846)

(846)

(846)

Preferred stock 

-

(3,429)

(3,419)

(3,409)

(3,399)

Tier 1 common equity (non-GAAP) 

O

9,180

$      

8,903

$   

7,782

$   

7,572

$   

7,465

$   

Risk-weighted assets (regulatory) 

P

91,769

92,546

91,449

92,786

93,865

Tier 1 common risk-based ratio (non-GAAP) 

O/P

10.0%

9.6%

8.5%

8.2%

7.9%

NON-GAAP RECONCILIATION: TIER 1 COMMON

($ amounts in millions, except per share data)  

6/30/12

3/31/12

12/31/11

9/30/11

6/30/11

As of and for Quarter Ended

(1)

Current quarter amount and the resulting ratio is estimated

The following table provides calculations of Tier 1 capital (regulatory) and "Tier 1 common equity" (non-GAAP).   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 not prescribed in amount by federal banking regulations.  In

connection with the Company's Comprehensive Capital Assessment and Review ("CCAR"), these regulators are 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 prescribed in amount by federal banking regulations,  analysts and banking

regulators have assessed Regions' capital adequacy using the  Tier 1 common equity measure.  Because  Tier 1 common equity is not formally defined by GAAP or

prescribed in any amount by federal banking regulations, this measure is considered to be a non-GAAP financial measure and other entities may calculate differently than

Regions' disclosed calculations.  Since analysts and banking regulators may assess Regions' capital adequacy using Tier 1 common equity, we believe that it is useful to

provide investors the ability to assess Regions' capital adequacy on this same basis.

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 (non-GAAP).  Tier 1 common equity (non-GAAP) is also divided by the risk-weighted assets to

determine the Tier 1 common equity ratio (non-GAAP).  The amounts disclosed as risk-weighted assets are calculated consistent with banking regulatory requirements.

-

CONSOLIDATED

(1)

TIER

1

COMMON

RISK-BASED

RATIO

NON-GAAP RECONCILIATION: TIER 1 CAPITAL

(1) Current quarter amounts and the resulting ratios are estimated

Regions' Series A preferred stock was repurchased on April 4, 2012 and the warrant to purchase 48.3 million shares of Regions common stock was

retired on May 2, 2012.  The following table presents the calculations of Tier 1 capital and the Tier 1 capital ratio, adjusted as if the repurchase of the

shares and the retirement of the warrant occurred on the last day of the quarter for each prior period presented.  The amount retired includes the

Series A preferred stock plus the remaining balance of the related discount.

($ amounts in millions)  

6/30/12

3/31/12

12/31/11

9/30/11

6/30/11

TIER 1 RISK-BASED RATIO

Stockholders' equity  

14,455

$       

17,534

$       

16,499

$       

17,263

$       

16,888

$       

Accumulated other comprehensive (income) loss 

(54)

60

69

(92)

177

Non-qualifying goodwill and intangibles 

(4,852)

(4,881)

(4,900)

(5,649)

(5,668)

Disallowed deferred tax assets

(336)

(345)

(432)

(506)

(498)

Disallowed servicing assets

(33)

(36)

(35)

(35)

(35)

Qualifying non-controlling interests 

92

92

92

92

92

Qualifying trust preferred securities 

846

846

846

846

846

Tier 1 capital as reported

10,118

$       

13,270

$       

12,139

$       

11,919

$       

11,802

$       

Series

A

Preferred

Stock

Retirement

(Reduction

to

Stockholders' equity)

-

$            

(3,500)

$       

(3,500)

$       

(3,500)

$       

(3,500)

$       

-

(45)

(45)

(45)

(45)

Tier 1 capital as adjusted to exclude Series A Preferred Stock

10,118

$       

9,725

$         

8,594

$         

8,374

$         

8,257

$         

Risk-weighted

assets

1

91,769

92,546

91,449

92,786

93,865

Tier

1

capital

ratio

1

11.0%

14.3%

13.3%

12.8%

12.6%

11.0%

10.5%

9.4%

9.0%

8.8%

Quarter Ended

17

Tier

1

capital

ratio

excluding

Series

A

Preferred

Stock

and

associated

warrant

1

Retirement

of

warrant

to

purchase

48.3

million

shares

of

common

stock

NON-GAAP RECONCILIATION: BASEL III

(1)

Under Basel III, regulatory capital must be reduced by purchased credit card relationship intangible assets. The majority of these assets are allowed 

in Basel I capital.

(2)

Regions continues to develop systems and internal controls to calculate risk-weighted assets as required by Basel III.  The amount included above 

is a reasonable approximation based on our understanding of the requirements, as outlined in the June 2012 Notices of Proposed Rulemakings.

18

The following table provides calculations of Tier 1 common equity (non-GAAP), based on Regions’ current understanding of Basel III requirements, as proposed

by the U.S. Notices of Proposed Rulemaking released in June 2012.  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”).  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. 

The NPR comment period ends in early September and changes could result.  Such changes could result in materially different capital ratios from what we have

estimated.  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, the Company believes that it is useful to provide investors the ability to

assess Regions’ capital adequacy on the same basis.

Estimate based on June

2012 U.S. Notices of

Proposed Rulemaking

($ amounts in millions)   

6/30/2012

Stockholders' equity (GAAP) 

14,455

$                                  

Non-qualifying

goodwill

and

intangibles

(1)

(5,005)

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

tax

assets,

threshold

deductions

and

other

adjustments

(548)

Basel III Tier 1 Common Equity (non-GAAP)

8,902

$                                    

Basel I risk-weighted assets (regulatory)

91,769

$                                  

Basel

III

risk-weighted

assets

(non-GAAP)

(2)

111,782

$                                

Basel III Tier 1 Common Ratio (non-GAAP)

8.0%