ASSETS:

Cash and cash equivalents

Assets segregated pursuant to regulations and other segregated assets

Securities purchased under agreements to resell and other collateralized financings

Financial instruments, at fair value

Brokerage client receivables, net

Bank loans, net

Other receivables

Property and equipment, net

Other assets

Goodwill

TOTAL ASSETS

LIABILITIES:

Trading instruments sold but not yet purchased, at fair value

Securities sold under agreements to repurchase

Brokerage client payables

Bank deposits

Trade payables and other liabilities

Other borrowings

Accrued compensation, commissions and benefits

Loans payable of consolidated variable interest entities

Corporate debt and other borrowings

TOTAL LIABILITIES

EQUITY:

Preferred stock

Common stock

Additional paid in capital

Retained earnings

Treasury stock, at cost

Accumulated other comprehensive income

Total equity attributable to controlling interests

Noncontrolling interests

TOTAL EQUITY

TOTAL LIABILITIES AND EQUITY

Revenues:

Securities commissions and fees

Investment banking

Investment advisory fees

Investment management fees

Principal transactions

Interest

Account and service fees

Net trading profits

Other

Total revenues

Interest expense

Net revenues

Non-interest expenses:

Compensation, commissions and benefits

Communications and information processing

Occupancy and equipment costs

Clearance and floor brokerage

Business development

Investment sub-advisory fees

Bank loan loss provision

Loss on auction rate securities repurchased

Goodwill impairment loss

Taxes, other than income taxes

Other

Total non-interest expenses

Income including noncontrolling interests and before provision for income taxes

Income tax provision (benefit)

Net income (loss) including noncontrolling interests

Net loss attributable to noncontrolling interests

Net income (loss)

Net income per common share - basic

Net income per common share - diluted

Weighted-average common shares outstanding - basic

Weighted-average common and common equivalent shares outstanding - diluted

Revenues:

Securities commissions and fees

Investment banking

Investment advisory fees

Investment management fees

Principal transactions

Interest

Account and service fees

Net trading profits

Other

Total revenues

Interest expense

Net revenues

Non-interest expenses:

Compensation, commissions and benefits

Communications and information processing

Occupancy and equipment costs

Clearance and floor brokerage

Business development

Investment sub-advisory fees

Bank loan loss provision

Acquisition related expenses

Goodwill impairment loss

Taxes, other than income taxes

Other

Total non-interest expenses

Income including noncontrolling interests and before provision for income taxes

Income tax provision (benefit)

Net income (loss) including noncontrolling interests

Net loss attributable to noncontrolling interests

Net income (loss)

Net income per common share - basic

Net income per common share - diluted

Weighted-average common shares outstanding - basic

Weighted-average common and common equivalent shares outstanding - diluted

Reflects the funding of loans made for retention purposes to certain Morgan Keegan financial advisors as a direct result of the acquisition.

Reflects the estimate of the incremental annual bonus expense resulting from the bonus agreements made for retention purposes to certain Morgan Keegan financial advisors made in conjunction with item (a) above. The estimated additional compensation expense is $19.4 million and $9.7 million for the twelve month and six month pro forma periods, respectively.

In connection with the acquisition, on April 2, 2012, certain subsidiaries of RJF (the “Borrowers”) entered into a credit agreement (the “Regions Credit Agreement”) with Regions Bank, an Alabama banking corporation (the “Lender”). The Regions Credit Agreement provides for a $200 million loan to be made by the Lender to the Borrowers, which is secured by, subject to certain exceptions, all of the Borrowers’ personal property, including (i) all present and future auction rate securities owned by any Borrower, (ii) all equity interests issued by the Borrowers, and (iii) all present and future equity interests and debt securities owned by any Borrower. The loan matures on April 2, 2015 and bears interest at a monthly variable rate of LIBOR plus 2.75%.

Reflects the estimate of the incremental interest expense associated with the Regions Credit Agreement described in note (c) above. This estimated additional interest expense is $6 million and $3 million for the twelve month and six month pro forma periods, respectively, assuming LIBOR to be 0.24% (the actual rate as of May 18, 2012) in the pro forma periods presented. If LIBOR were to increase by 1/8% (or .125%), the pro forma annual interest expense would increase by $250 thousand.

In March 2012, RJF issued $350 million of 6.9% senior notes due in 2042, as part of its financing of the acquisition. There is no pro forma adjustment to the statement of financial condition as this debt is already reflected in RJF’s March 31, 2012 balances. This adjustment reflects the estimate for the incremental interest expense and the amortization of debt issuance costs associated with this financing (computed as the annual amount less any portion included within the respective pro forma statement of operations). The estimated incremental expense is $24.5 million and $10.7 million for the twelve month and six month pro forma periods, respectively.

In March 2012, RJF issued $250 million of 5.625% senior notes due in 2024, as part of its financing of the acquisition. There is no pro forma adjustment to the statement of financial condition as this debt is already reflected in RJF’s March 31, 2012 balances. This adjustment reflects the estimate of the incremental interest expense, the amortization of the discount and amortization of the debt issuance costs associated with this financing (computed as the annual amount less any portion included within the respective pro forma statement of operations). The estimated incremental expense is $14.3 million and $7 million for the twelve month and six month pro forma periods, respectively.

Morgan Keegan and RJF report certain revenues, and certain expenses, within different financial statement line items on their respective financial statements. In the pro forma statement of operations, the historical classifications were maintained for each respective entity. These adjustments reclassify Morgan Keegan’s revenues and expenses to be presented on a substantially consistent basis using RJF’s classification practices in the pro forma results. The sum of these adjustments net to $0 on each of the respective twelve month and six month pro forma statements of operations.

As a direct result of the acquisition, RJF issued approximately 1.5 million restricted stock units (“RSUs”) to certain executives and key revenue producers for retention purposes. RJF recognizes compensation expense for these awards over the requisite service period using the straight-line method. The estimated expense is $12.2 million and $6.1 million for the twelve month and six month pro forma periods, respectively.

Total cash consideration paid to Regions on the Closing Date

Less: Estimated tangible net book value of acquired assets

Premium paid over estimated tangible net book value of acquired assets

Less: Preliminary estimate of identifiable intangible assets

Preliminary estimate of goodwill

The preliminary estimates of the identifiable intangible asset components, amounts, and useful lives are as follows:

Description of identifiable intangible asset

Customer relationships

Non-solicitation agreements

Technology

Non-compete agreements

Trade names

Total

The terms of the SPA provide that Regions is indemnifying RJF for losses incurred in connection with any litigation or similar matters relating to pre-closing actions of Morgan Keegan. This adjustment reflects the preliminary estimated value of the indemnification asset which will ultimately be payable to RJF by Regions, and the related liability pertaining to such legal matters. On the Closing Date, the tangible net book value of Morgan Keegan includes a liability related to legal matters of approximately $50 million, which is included on Morgan Keegan’s March 31, 2012 statement of financial condition.

Reflects adjustments to the shares utilized in the earnings per share (“EPS”) calculation resulting from 11,075,000 shares of common stock RJF issued in February 2012 as a component of its financing of the acquisition. This adjustment to the weighted average shares outstanding reflects the impact of the 11,075,000 additional shares issued as if they had been outstanding for the entirety of the twelve or six month pro forma periods, as applicable, for purposes of the pro forma EPS calculation. The adjusted share amount is computed as 11,075,000 shares less the quantity of newly issued weighted-average shares already reflected in the respective twelve or six month RJF historical EPS.

Reflects an adjustment to eliminate the acquisition related expenses included in RJF’s six month statement of operations for the period ended March 31, 2012 related to its acquisition of Morgan Keegan. These acquisition related expenses include financial advisory fees, acquisition bridge financing facility fees, severance, legal, travel and other incremental expenses directly related to RJF’s acquisition of Morgan Keegan.

Reflects an adjustment to eliminate the goodwill impairment loss included in Morgan Keegan’s historical six and twelve month statements of operations. The acquisition of Morgan Keegan by RJF directly affects this nonrecurring charge. Since the pro forma adjustments present information as if the acquisition had occurred on the first day of the respective reporting periods and the effect of these pro forma adjustments reflect the recording of Morgan Keegan’s assets and liabilities at fair value, the need for the historical impairment charge is negated in these pro forma statements of operations.

Reflects the tax effects of the pro forma adjustments, based on an estimated tax rate of 38% (which approximates the rate RJF utilized for its six month period ended March 31, 2012), and an adjustment to the income tax provision related to Morgan Keegan’s non-taxable goodwill impairment loss. The computation of the income tax provision associated with the pro forma adjustments is as follows:

Effect of all pro forma adjustments on pre-tax income

Less: goodwill impairment loss pro forma elimination adjustment described in note (n) above which is not taxable

Effect of pro forma adjustments on pre-tax income (loss) net of pro forma goodwill impairment adjustment

Estimated tax rate

Income tax benefit of pro forma adjustments

The historical loss on auction rate securities reflected in RJF’s twelve month statement of operations represents an infrequent, nonrecurring item that is not directly affected by the acquisition. No adjustment has been made to the twelve month pro forma statement of operations for this item.

Income including noncontrolling interests and before provision for income taxes

Income tax provision

Net income including noncontrolling interests

Net loss attributable to noncontrolling interests

Net income

Net income per common share – basic

Net income per common share – diluted