Form 8-K REGIONS FINANCIAL CORP For: Jul 20

July 21, 2015 6:04 AM

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 20, 2015

REGIONS FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)




DELAWARE	001-34034	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: (800) 734-4667

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 21, 2015, Regions Financial Corporation (“Regions”) will issue a press release announcing its preliminary results of operations for the quarter ended June 30, 2015. A copy of the press release is attached hereto as Exhibit 99.1. Supplemental financial information for the quarter ended June 30, 2015 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 on July 21, 2015. 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, and an archived webcast of the teleconference will be available through August 21, 2015.

In accordance with general instruction B.2 of Form 8-K, this information shall be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, except for Exhibit 99.3 which is being furnished and shall not be deemed filed.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits



99.1			Press Release dated July 21, 2015
99.2			Supplemental Financial Information
99.3			Visual Presentation of July 21, 2015

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 20, 2015

Exhibit 99.1



Media Contact:				Investor Relations Contact:
Evelyn Mitchell				List Underwood or Dana Nolan
(205) 264-4551				(205) 581-7890

Regions reports total revenue growth in the second quarter

driven by higher loan balances and an increase in non-interest income

BIRMINGHAM, Ala. - (BUSINESS WIRE) - July 21, 2015 - Regions Financial Corporation (NYSE: RF) today announced earnings for the second quarter of 2015. The company reported net income available to common shareholders of $269 million and earnings per diluted share of $0.20.

“This quarter's results reflect continued momentum in 2015,” said Grayson Hall, chairman, president and CEO. “We continued to grow loans, increasing 2 percent over the previous quarter, and we also grew fee revenue from sources such as capital markets, mortgage and cards. We are continuing to expand our customer base and deepen those relationships by meeting more customer needs, which is creating sustainable growth.”

During the second quarter, the advisory firm Reputation Institute and American Banker magazine released survey results showing that, among U.S. banks, Regions ranked highest in reputation with customers.

“We are focused on delivering quality financial products, services and advice in a way that benefits our customers, our communities, our associates and our shareholders,” Hall added. “By doing so, we create what we call shared value. It’s a concept that guides every aspect of our business, and we are honored to be recognized for our commitment and our approach to serving customers.”

SUMMARY OF SECOND QUARTER 2015 RESULTS:



	Quarter Ended
($ amounts in millions, except per share data)	6/30/2015			3/31/2015			6/30/2014
Income from continuing operations (A)	$	289		$	236		$	295
Income (loss) from discontinued operations, net of tax	(4		)	(2		)	1
Net income	285			234			296
Preferred dividends (B)	16			16			8
Net income available to common shareholders	$	269		$	218		$	288
Income from continuing operations available to common shareholders (A) – (B)	$	273		$	220		$	287

Diluted earnings per common share	$	0.20		$	0.16		$	0.21

Second quarter 2015 results compared to second quarter 2014:


•	Ending loans totaled $80 billion, an increase of $3.6 billion or 5 percent as production increased 17 percent.


◦	Business lending balances increased 6 percent as production increased 14 percent.


◦	Consumer lending balances increased 3 percent as production increased 32 percent.


•	Average deposit balances totaled $97 billion, an increase of $4.1 billion or 4 percent; low-cost deposits increased 6 percent.


•	Net interest income was relatively stable at $820 million; net interest margin declined 8 basis points.


•	Non-interest income totaled $494 million, an increase of 5 percent on an adjusted basis⁽¹⁾.


•	Non-interest expenses increased 4 percent on an adjusted basis⁽¹⁾.


•	Credit quality improved as net charge-offs declined 31 percent, representing 0.23 percent of average loans, and non-performing loans (excluding loans held for sale) declined 16 percent.

Second quarter 2015 results compared to first quarter 2015:


•	Ending loans increased $1.9 billion or 2 percent as production increased 28 percent.


◦	Business lending balances increased 3 percent as production increased 29 percent.


◦	Consumer lending balances increased 2 percent as production increased 24 percent.


•	Average deposit balances increased 1 percent; low-cost deposits increased 2 percent.


•	Net interest income increased 1 percent; net interest margin declined 2 basis point to 3.16 percent.


•	Non-interest income increased 7 percent on an adjusted basis⁽¹⁾.


•	Non-interest expenses totaled $934 million or $859 million on an adjusted basis,⁽¹⁾an increase of 2 percent.


•	Credit quality improved as net charge-offs declined 15 percent, and non-performing loans (excluding loans held for sale) declined 6 percent.


•	Capital and liquidity remained strong as the fully phased-in pro-forma Common Equity Tier 1 ratio⁽¹⁾⁽²⁾was estimated at 11.0 percent, and the loan-to-deposit ratio was 83 percent.

SECOND QUARTER 2015 FINANCIAL RESULTS:

Selected items impacting earnings



	Quarter Ended
($ amounts in millions, except per share data)	6/30/2015			3/31/2015		6/30/2014
Pre-tax significant items:
Insurance proceeds	$	90		$ -		$ -
Professional, legal and regulatory expenses	(48		)	-		7
Branch consolidation, property and equipment charges	(27		)	(22	)	-
Loss on early extinguishment of debt	-			(43	)	-
State deferred tax adjustment	-			10		-

Diluted EPS impact	0.01			(0.02	)	0.00

During the second quarter the company received $90 million of insurance proceeds related to the settlement of the previously disclosed 2010 class action lawsuit. Expenses related to the case were originally accrued in the fourth quarter of 2014 and the case was subsequently settled in the second quarter of 2015. Further, in the second quarter of 2015 the company recorded a net expense of $48 million for additional contingent legal and regulatory items for previously disclosed matters. Consequently, based on current information, the company expects the estimate of reasonably possible contingent losses going forward to decrease by a significant amount.

Additionally, the company recorded a $27 million charge related to the valuation of properties identified for sale, which were originally purchased for future branch sites. Due to the current retail network strategy, the company no longer intends to build on these sites.

Total revenue



	Quarter Ended
($ amounts in millions)	6/30/2015			3/31/2015			6/30/2014			2Q15 vs. 1Q15					2Q15 vs. 2Q14
Net interest income	$	820		$	815		$	823		$	5		0.6	%	$	(3	)	(0.4	)%
Net interest income (FTE)	$	839		$	832		$	838		$	7		0.8	%	$	1		0.1	%
Net interest margin (FTE)	3.16		%	3.18		%	3.24		%

Non-interest income:
Service charges on deposit accounts	168			161			174			7			4.3	%	(6		)	(3.4	)%
Card and ATM fees	90			85			84			5			5.9	%	6			7.1	%
Wealth management	97			98			90			(1		)	(1.0	)%	7			7.8	%
Mortgage income	46			40			43			6			15.0	%	3			7.0	%
Bank-owned life insurance	18			20			23			(2		)	(10.0	)%	(5		)	(21.7	)%
Capital markets fee income and other	27			20			16			7			35.0	%	11			68.8	%
Commercial credit fee income	21			16			15			5			31.3	%	6			40.0	%
Insurance proceeds	90			—			—			90			NM		90			NM
Other	33			30			30			3			10.0	%	3			10.0	%
Non-interest income	590			470			475			120			25.5	%	115			24.2	%
Total Revenue	$	1,410		$	1,285		$	1,298		$	125		9.7	%	$	112		8.6	%

Adjusted total revenue, taxable-equivalent basis (non-GAAP)⁽¹⁾	$	1,333		$	1,295		$	1,307		$	38		2.9	%	$	26		2.0	%

Net interest income on a fully taxable equivalent basis was $839 million, an increase of $7 million or 1 percent from the previous quarter. The increase was driven primarily by an additional day in the second quarter, loan growth and debt maturities, partially offset by the persistently low interest rate environment and lower loan spreads. The net interest margin decreased 2 basis points from the first quarter to 3.16 percent primarily related to lower asset yields somewhat mitigated by lower cash balances.

Non-interest income totaled $590 million in the second quarter, which included $90 million related to insurance proceeds. On an adjusted basis⁽¹⁾, non-interest income increased $31 million or 7 percent from the first quarter

driven by fee income growth across multiple businesses and product types. This growth is a result of the company's investments in talent and other resources.

Mortgage income increased $6 million or 15 percent from the previous quarter, driven by an increase in production activity and improved valuations from the mortgage servicing rights and related hedge. Capital Markets income increased $7 million primarily related to the placement of permanent financing for real estate customers, an increase in broker-dealer revenue associated with corporate fixed income underwriting and the successful completion of the company's first mergers and acquisitions advisory engagement.

In addition, card and ATM fees increased $5 million or 6 percent, quarter-over-quarter as total spending and total transactions increased 7 percent and 9 percent, respectively. Service charges also increased 4 percent. Within Wealth Management income, investment services fees increased 8 percent as the company continued to expand these services by adding financial consultants.

Non-interest expense



	Quarter Ended
($ amounts in millions)	6/30/2015		3/31/2015		6/30/2014		2Q15 vs. 1Q15					2Q15 vs. 2Q14
Salaries and employee benefits	$	477	$	458	$	443	$	19		4.1	%	$	34		7.7	%
Professional, legal and regulatory expenses	71		19		30		52			273.7	%	41			136.7	%
Net occupancy expense	89		91		90		(2		)	(2.2	)%	(1		)	(1.1	)%
Furniture and equipment expense	76		71		70		5			7.0	%	6			8.6	%
Outside services	40		31		35		9			29.0	%	5			14.3	%
Branch consolidation, property and equipment charges	27		22		—		5			22.7	%	27			NM
Loss on early extinguishment of debt	—		43		—		(43		)	NM		—			NM
Other	154		170		152		(16		)	(9.4	)%	2			1.3	%
Total non-interest expense from continuing operations	$	934	$	905	$	820	$	29		3.2	%	$	114		13.9	%
Total adjusted non-interest expense⁽¹⁾	$	859	$	840	$	827	$	19		2.3	%	$	32		3.9	%

Non-interest expense totaled $934 million in the second quarter, which included net $48 million for additional contingent legal and regulatory items and a $27 million charge related to the valuation of properties identified for sale. On an adjusted basis⁽¹⁾, total non-interest expenses increased 2 percent from the previous quarter, as the company continued to make investments in talent and technology for future revenue growth and long-term efficiencies. Annual merit increases impacted salaries and benefits along with increased incentives. Driving this increase in incentives was the impact of unusually low expenses in the first quarter and an increase in incentives

tied to revenue growth in the second quarter. Outside services expense increased due to certain fees paid in connection with revenue growth and risk management activities.

Second quarter results also included declines in deposit administrative fees, credit expenses and mortgage repurchase costs. Deposit administrative fees declined due to refunds from over-payments during prior periods. Additionally, net occupancy expenses declined in part due to branch consolidations executed in prior periods.

The company reduced the adjusted efficiency ratio⁽¹⁾ 40 basis points to 64.5 percent and remained focused on achieving operational efficiencies.

Income taxes

The effective tax rate for the second quarter of 2015 was 30.1 percent which includes approximately $7 million of benefit related to the conclusion of state and federal tax examinations. Excluding the impact of this benefit, the effective tax rate was 31.8 percent.

Loans



	As of and for Quarter Ended
							06/30/2015				06/30/2015
($ amounts in millions)	6/30/2015		3/31/2015		6/30/2014		vs. 3/31/2015				vs. 6/30/2014
Total commercial	$	43,592	$	42,161	$	40,744	$	1,431	3.4	%	$	2,848		7.0%
Total investor real estate	6,928		6,921		6,973		7		0.1	%	(45		)	(0.6)%
Business Lending	50,520		49,082		47,717		1,438		2.9	%	2,803			5.9%
Residential first mortgage	12,589		12,418		12,187		171		1.4	%	402			3.3%
Home equity	10,899		10,854		11,064		45		0.4	%	(165		)	(1.5)%
Indirect—vehicles	3,782		3,701		3,422		81		2.2	%	360			10.5%
Indirect—other consumer	383		272		199		111		40.8	%	184			92.5%
Consumer credit card	992		966		945		26		2.7	%	47			5.0%
Other consumer	984		950		979		34		3.6	%	5			0.5%
Consumer Lending	29,629		29,161		28,796		468		1.6	%	833			2.9%
Total Loans	$	80,149	$	78,243	$	76,513	$	1,906	2.4	%	$	3,636		4.8%

Average Loans	$	79,175	$	77,942	$	76,390	$	1,233	1.6	%	$	2,785		3.6%

Total loan balances were $80 billion at the end of the quarter, an increase of $1.9 billion or 2 percent from the previous quarter. Importantly, this growth occurred across most product lines as total production increased 28 percent.

The business lending portfolio totaled $51 billion at the end of the quarter, an increase of $1.4 billion or 3 percent as production increased 29 percent. Total commercial loans increased $1.4 billion or 3 percent while

investor real estate loans were flat. Commercial line utilization increased 97 basis points to 46.3 percent, and commitments increased 3 percent from the previous quarter.

The consumer lending portfolio increased 2 percent from the prior quarter, reaching $30 billion at period end, and achieved growth in every category. Residential first mortgage balances increased 1 percent driven by a 26 percent increase in production. Home equity balances increased $45 million, as new production outpaced run-off for the first time in more than six years. Indirect vehicle lending continued to expand as balances increased $81 million or 2 percent from the previous quarter, and production increased 12 percent. Indirect other increased $111 million or 41 percent as the company continued to diversify its consumer loan portfolio. Additionally, credit card balances increased $26 million or 3 percent as active credit cards increased 4 percent, and the company's penetration rate of existing customers was 16.4 percent.

Deposits



	As of and for Quarter Ended
							06/30/2015				06/30/2015
($ amounts in millions)	6/30/2015		3/31/2015		6/30/2014		vs. 3/31/2015				vs. 6/30/2014
Low-cost deposits	$	88,957	$	89,088	$	84,871	$	(131	)	(0.1)%	$	4,086		4.8%
Time deposits	8,118		8,389		8,951		(271		)	(3.2)%	(833		)	(9.3)%
Total Deposits	$	97,075	$	97,477	$	93,822	$	(402	)	(0.4)%	$	3,253		3.5%

Average Deposits	$	97,100	$	95,783	$	92,989	$	1,317		1.4%	$	4,111		4.4%

Total average deposit balances were $97 billion, an increase of $1.3 billion or 1 percent from the prior quarter. Average low-cost deposits increased $1.6 billion in the quarter and represented 92 percent of deposits at the end of the second quarter. Deposit costs remained near historical lows at 11 basis points in the second quarter while total funding costs were 25 basis points.

Asset quality



	As of and for the Quarter Ended
	6/30/2015	3/31/2015	6/30/2014
ALL/Loans, net	1.39%	1.40%	1.61%
Net loan charge-offs as a % of average loans, annualized	0.23%	0.28%	0.35%
Non-accrual loans, excluding loans held for sale/Loans, net	0.94%	1.02%	1.17%
NPAs (ex. 90+ past due)/Loans, foreclosed properties and non-performing loans held for sale	1.13%	1.24%	1.37%
NPAs (inc. 90+ past due)/Loans, foreclosed properties and non-performing loans held for sale	1.38%	1.51%	1.69%

Regions maintained risk discipline in the second quarter resulting in stable to improving asset quality. Net charge-offs totaled $46 million, a decline of $8 million or 15 percent. This represented 0.23 percent of average

loans, a decline of 5 basis points from the previous quarter. The provision for loan losses was $63 million, exceeding net charge-offs by $17 million. The increase in loan loss provision was primarily attributable to loan growth and reflects the results of the recently completed Shared National Credit exam. The resulting allowance for loan and lease losses was 1.39 percent of total loans outstanding at the end of the quarter, relatively steady with the previous quarter.

Non-performing loans (excluding loans held for sale) declined to $751 million, or 6 percent from the prior quarter. In addition, troubled debt restructured loans declined 7 percent. Total commercial and investor real estate criticized and classified loans increased 5 percent but stayed relatively flat as a percentage of loans from the prior quarter. The increase was driven by some weakening in a small number of larger-dollar commercial and industrial loans within the energy and other portfolios. Given the current phase of the credit cycle, volatility in certain credit metrics is to be expected.

Capital and liquidity



	As of and for Quarter Ended
	6/30/2015	3/31/2015	6/30/2014
Basel I Tier 1 common equity risk-based ratio (non-GAAP)⁽³⁾	N/A	N/A	11.6%
Basel III Common Equity Tier 1 ratio⁽²⁾	11.2%	11.4%	N/A
Basel III Common Equity Tier 1 ratio — Fully Phased-In Pro-Forma (non-GAAP)^(1)(2)(3)	11.0%	11.2%	11.0%
Tier 1 capital ratio^(2)(3)(4)	12.0%	12.2%	12.5%
Tangible common stockholders’ equity to tangible assets (non-GAAP)⁽¹⁾	9.52%	9.59%	9.74%
Tangible common book value per share (non-GAAP)⁽¹⁾	$8.37	$8.39	$8.04

Under the Basel III capital rules, Regions’ capital position remained strong as the Tier 1^(2)(3)(4) and Common Equity Tier 1⁽²⁾ ratios were estimated at 12.0 percent and 11.2 percent respectively at quarter-end under the phase-in provisions. In addition, the Common Equity Tier 1 ratio^(1)(2)(3) was estimated at 11.0 percent on a fully phased-in basis.

During the second quarter, the company repurchased $172 million or 17 million shares of common stock as part of the 2015 CCAR submission that was approved by the Board. In addition, the company declared $80 million in dividends to common shareholders. During the quarter the company returned 94 percent of second quarter earnings to shareholders.

The company’s liquidity position remained solid, as the loan-to-deposit ratio at the end of the quarter was 83 percent. The company remains well positioned as it relates to the final liquidity coverage ratio rule and expects to be fully compliant by the January 2016 deadline.


(1)	Non-GAAP, refer to pages 9 and 18 of the financial supplement to this earnings release


(2)	Current quarter Basel III common equity Tier 1, and Tier 1 capital ratios are estimated.


(3)	Regions' regulatory capital measures for periods prior to the first quarter of 2015 were not revised to reflect the retrospective application of new accounting guidance related to investments in qualified affordable housing projects.


(4)	Beginning in the first quarter of 2015, Regions' regulatory capital ratios are calculated pursuant to the phase-in provisions of the Basel III capital rules. All prior period ratios were calculated pursuant to the Basel I capital rules.

About Regions Financial Corporation

Regions Financial Corporation (NYSE: RF), 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 1,630 banking offices and 2,000 ATMs. Additional information about Regions and its full line of products and services can be found at www.regions.com.

Forward-Looking Statements

This release may include forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, which reflect Regions’ current views with respect to future events and financial performance. 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:


•	Current and future economic and market conditions in the United States generally or in the communities we serve, including the effects of declines in property values, unemployment rates and potential reductions of economic growth, which may adversely affect our lending and other businesses and our financial results and conditions.


•	Possible changes in trade, monetary and fiscal policies of, and other activities undertaken by, governments, agencies, central banks and similar organizations, which could have a material adverse effect on our earnings.


•	The effects of a possible downgrade in the U.S. government’s sovereign credit rating or outlook, which could result in risks to us and general economic conditions that we are not able to predict.


•	Possible changes in market interest rates or capital markets could adversely affect our revenue and expense, the value of assets and obligations, and the availability and cost of capital and liquidity.


•	Any impairment of our goodwill or other intangibles, or any adjustment of valuation allowances on our deferred tax assets due to adverse changes in the economic environment, declining operations of the reporting unit, or other factors.


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


•	Changes in the speed of loan prepayments, loan origination and sale volumes, charge-offs, loan loss provisions or actual loan losses where our allowance for loan losses may not be adequate to cover our eventual losses.


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


•	Our ability to effectively compete with other financial services companies, some of whom possess greater financial resources than we do and are subject to different regulatory standards than we are.


•	Loss of customer checking and savings account deposits as customers pursue other, higher-yield investments, which could increase our funding costs.


•	Our inability to develop and gain acceptance from current and prospective customers for new products and services in a timely manner could have a negative impact on our revenue.

•

Changes in laws and regulations affecting our businesses, such as the Dodd-Frank Act and other legislation and regulations relating to bank products and services, as well as changes in the enforcement and interpretation of such laws and regulations by applicable governmental and self-regulatory agencies, which could require us to change certain business practices, increase compliance risk, reduce our revenue, impose additional costs on us, or otherwise negatively affect our businesses.

•

Our ability to obtain no regulatory objection (as part of the comprehensive capital analysis and review ("CCAR") process or otherwise) to take certain capital actions, including paying dividends and any plans to increase common stock dividends, repurchase common stock under current or future programs, or redeem preferred stock or other regulatory capital instruments, may impact our ability to return capital to stockholders and market perceptions of us.


•	Our ability to comply with applicable capital and liquidity requirements (including the finalized Basel III capital standards), including our ability to generate capital internally or raise capital on favorable terms, and if we fail to meet requirements, our financial condition could be negatively impacted.


•	The costs, including possibly incurring fines, penalties, or other negative effects (including reputational harm) of any adverse judicial, administrative, or arbitral rulings or proceedings, regulatory enforcement actions, or other legal actions to which we or any of our subsidiaries are a party, and which may adversely affect our results.


•	Our 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 our business.


•	Possible changes in consumer and business spending and saving habits and the related effect on our ability to increase assets and to attract deposits, which could adversely affect our net income.


•	Any inaccurate or incomplete information provided to us by our customers or counterparties.


•	Inability of our framework to manage risks associated with our business such as credit risk and operational risk, including third-party vendors and other service providers, which could, among other things, result in a breach of operating or security systems as a result of a cyber attack or similar act.


•	The inability of our internal disclosure controls and procedures to prevent, detect or mitigate any material errors or fraudulent acts.


•	The effects of geopolitical instability, including wars, conflicts and terrorist attacks and the potential impact, directly or indirectly on our businesses.


•	The effects of man-made and natural disasters, including fires, floods, droughts, tornadoes, hurricanes, and environmental damage, which may negatively affect our operations and/or our loan portfolios and increase our cost of conducting business.


•	Our inability to keep pace with technological changes could result in losing business to competitors.


•	Our ability to identify and address cyber-security risks such as data security breaches, "denial of service" attacks, "hacking" and identity theft, a failure of which could disrupt our business and result in the disclosure of and/or misuse or misappropriation of confidential or proprietary information; increased costs; losses; or adverse effects to our reputation.


•	Possible downgrades in our credit ratings or outlook could increase the costs of funding from capital markets.


•	The effects of problems encountered by other financial institutions that adversely affect us or the banking industry generally could require us to change certain business practices, reduce our revenue, impose additional costs on us, or otherwise negatively affect our businesses.


•	The effects of the failure of any component of our business infrastructure provided by a third party could disrupt our businesses; result in the disclosure of and/or misuse of confidential information or proprietary information; increase our costs; negatively affect our reputation; and cause losses.


•	Our ability to receive dividends from our subsidiaries could affect our liquidity and ability to pay dividends to stockholders.


•	Changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or other regulatory agencies could materially affect how we report our financial results.


•	The effects of any damage to our 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” of Regions’ Annual Report on Form 10-K for the year ended December 31, 2014, as filed with the Securities and Exchange Commission.

The words “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “targets,” “projects,” “outlook,” “forecast,” “will,” “may,” “could,” “should,” “can,” 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 contacts are List Underwood and Dana Nolan at (205) 581-7890; Regions’ Media contact is Evelyn Mitchell at (205) 264-4551.

Use of non-GAAP financial measures

Management uses the adjusted efficiency ratio (non-GAAP) and the adjusted fee income ratio (non-GAAP) 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 income ratio. Net interest income on a taxable-equivalent basis and non-interest income are added together to arrive at total revenue on a taxable-equivalent basis. Adjustments are made to arrive at adjusted total revenue on a taxable-equivalent basis (non-GAAP), which is the denominator for the fee income 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.

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. Analysts and banking regulators have assessed Regions’ capital adequacy using the tangible common stockholders’ equity measure. Because tangible common stockholders’ equity is not formally defined by GAAP or prescribed in any amount by federal banking regulations it is currently considered to be a non-GAAP financial measure and other entities may calculate it differently than Regions’ disclosed calculations. Since analysts and banking regulators may assess Regions’ capital adequacy using tangible common stockholders’ equity, management believes that it is useful to provide investors the ability to assess Regions’ capital adequacy on this same basis.

The calculation of the fully phased-in pro-forma "Common equity Tier 1" (CET1) is based on Regions’ understanding of the Final Basel III requirements. For Regions, the Basel III framework became effective on a phased-in approach starting in 2015 with full implementation beginning in 2019. The calculation includes estimated pro-forma amounts for the ratio on a fully phased-in basis. Regions’ current understanding of the final framework includes certain assumptions, including the Company’s interpretation of the requirements, and informal feedback received through the regulatory process. Regions’ understanding of the framework is evolving and will likely change as analysis and discussions with regulators continue. Because Regions is not currently subject to the fully-phased in capital rules, this pro-forma measure is considered to be a non-GAAP financial measure, and other entities may calculate it differently from Regions’ disclosed calculation.

A company's regulatory capital 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 broad risk categories. The aggregated dollar amount in each category is then multiplied by the prescribed risk-weighted percentage. The resulting weighted values from each of the 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. CET1 capital is then divided by this denominator (risk-weighted assets) to determine the CET1 capital ratio. The amounts disclosed as risk-weighted assets are calculated consistent with banking regulatory requirements on a fully phased-in basis.

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 selected items does not represent the amount that effectively accrues directly to stockholders.

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

Exhibit 99.2

Regions Financial Corporation and Subsidiaries

Financial Supplement

Second Quarter 2015

Regions Financial Corporation and Subsidiaries

Financial Supplement to Second Quarter 2015 Earnings Release

Table of Contents




		Page

Financial Highlights		1

Selected Ratios and Other Information		2

Consolidated Statements of Income		3

Consolidated Average Daily Balances and Yield / Rate Analysis from Continuing Operations		4

Pre-Tax Pre-Provision Income ("PPI") and Adjusted PPI		6

Non-Interest Income, Mortgage Income and Wealth Management Income		7

Non-Interest Expense		8

Reconciliation to GAAP Financial Measures
Adjusted Efficiency Ratios, Adjusted Fee Income Ratios, Adjusted Non-Interest Income / Expense, and Return Ratios		9

Statement of Discontinued Operations		10

Credit Quality
Allowance for Credit Losses, Net Charge-Offs and Related Ratios		11
Non-Accrual Loans (excludes loans held for sale), Criticized and Classified Loans - Commercial and Investor Real Estate, and Home Equity Lines of Credit - Future Principal Payment Resets		12
Early and Late Stage Delinquencies		13
Troubled Debt Restructurings		14

Consolidated Balance Sheets		15

Loans		16

Deposits		17

Reconciliation to GAAP Financial Measures
Tangible Common Ratios and Capital		18

Forward Looking Statements		19

Regions Financial Corporation and Subsidiaries

Financial Supplement to Second Quarter 2015 Earnings Release

Financial Highlights



	Quarter Ended
($ amounts in millions, except per share data)	6/30/2015			3/31/2015			12/31/2014			9/30/2014			6/30/2014
Earnings Summary
Interest income - taxable equivalent	$	902		$	903		$	911		$	913		$	915
Interest expense - taxable equivalent	63			71			74			76			77
Net interest income - taxable equivalent	839			832			837			837			838
Less: Taxable-equivalent adjustment	19			17			17			16			15
Net interest income	820			815			820			821			823
Provision for loan losses	63			49			8			24			35
Net interest income after provision for loan losses	757			766			812			797			788
Non-interest income	590			470			474			497			475
Non-interest expense	934			905			969			826			820
Income from continuing operations before income taxes	413			331			317			468			443
Income tax expense	124			95			98			151			148
Income from continuing operations	289			236			219			317			295
Income (loss) from discontinued operations before income taxes	(6		)	(4		)	(5		)	5			2
Income tax expense (benefit)	(2		)	(2		)	(2		)	2			1
Income (loss) from discontinued operations, net of tax	(4		)	(2		)	(3		)	3			1
Net income	$	285		$	234		$	216		$	320		$	296
Income from continuing operations available to common shareholders	$	273		$	220		$	203		$	297		$	287
Net income available to common shareholders	$	269		$	218		$	200		$	300		$	288

Earnings per common share from continuing operations - basic	$	0.20		$	0.16		$	0.15		$	0.22		$	0.21
Earnings per common share from continuing operations - diluted	0.20			0.16			0.15			0.21			0.21
Earnings per common share - basic	0.20			0.16			0.15			0.22			0.21
Earnings per common share - diluted	0.20			0.16			0.15			0.22			0.21

Balance Sheet Summary
At quarter-end—Consolidated
Loans, net of unearned income	$	80,149		$	78,243		$	77,307		$	76,607		$	76,513
Allowance for loan losses	(1,115		)	(1,098		)	(1,103		)	(1,178		)	(1,229		)
Assets	121,855			122,447			119,563			119,105			118,603
Deposits	97,075			97,477			94,200			94,130			93,822
Long-term debt	3,602			3,208			3,462			3,813			3,824
Stockholders' equity	16,899			17,051			16,873			17,039			16,913
Average balances—Continuing Operations
Loans, net of unearned income	$	79,175		$	77,942		$	77,182		$	76,279		$	76,390
Assets	120,875			120,566			119,122			118,669			117,881
Deposits	97,100			95,783			94,024			93,971			92,989
Long-term debt	2,903			3,371			3,618			3,820			4,161
Stockholders' equity	16,950			16,963			17,060			16,914			16,553

Regions Financial Corporation and Subsidiaries

Financial Supplement to Second Quarter 2015 Earnings Release

Selected Ratios and Other Information



	As of and for Quarter Ended
	6/30/2015			3/31/2015			12/31/2014			9/30/2014			6/30/2014
Return on average assets from continuing operations*	0.90		%	0.74		%	0.68		%	1.00		%	0.98		%
Return on average tangible common stockholders’ equity (non-GAAP)* ⁽¹⁾	9.66		%	7.91		%	7.04		%	10.74		%	10.63		%
Adjusted efficiency ratio from continuing operations (non-GAAP) ⁽¹⁾	64.5		%	64.9		%	66.1		%	62.7		%	63.2		%
Common book value per share	$	12.06		$	12.05		$	11.81		$	11.71		$	11.60
Tangible common book value per share (non-GAAP) ⁽¹⁾	$	8.37		$	8.39		$	8.18		$	8.14		$	8.04
Tangible common stockholders’ equity to tangible assets (non-GAAP) ⁽¹⁾	9.52		%	9.59		%	9.66		%	9.82		%	9.74		%
Basel I Tier 1 common equity risk-based ratio (non-GAAP) ⁽³⁾	N/A			N/A			11.7		%	11.8		%	11.6		%
Basel III common equity ⁽²⁾	$	11,515		$	11,477		N/A			N/A			N/A
Basel III common equity Tier 1 ratio ⁽²⁾	11.2		%	11.4		%	N/A			N/A			N/A
Basel III common equity Tier 1 ratio—Fully Phased-In Pro-Forma (non-GAAP) ^(1)(2)(3)	11.0		%	11.2		%	11.0		%	11.2		%	11.0		%
Tier 1 capital ratio ^(2)(3)(4)	12.0		%	12.2		%	12.5		%	12.7		%	12.5		%
Total risk-based capital ratio ^(2)(3)(4)	14.3		%	14.6		%	15.3		%	15.5		%	15.3		%
Leverage ratio ^(2)(3)(4)	10.6		%	10.6		%	10.9		%	11.0		%	10.8		%
Effective tax rate ⁽⁵⁾	30.1		%	28.7		%	31.0		%	32.1		%	33.5		%
Allowance for loan losses as a percentage of loans, net of unearned income	1.39		%	1.40		%	1.43		%	1.54		%	1.61		%
Allowance for loan losses to non-performing loans, excluding loans held for sale	1.49x			1.37x			1.33x			1.41x			1.37x
Net interest margin (FTE) from continuing operations*	3.16		%	3.18		%	3.17		%	3.18		%	3.24		%
Loans, net of unearned income, to total deposits	82.6		%	80.3		%	82.1		%	81.4		%	81.6		%
Net charge-offs as a percentage of average loans*	0.23		%	0.28		%	0.42		%	0.39		%	0.35		%
Non-accrual loans, excluding loans held for sale, as a percentage of loans	0.94		%	1.02		%	1.07		%	1.09		%	1.17		%
Non-performing assets (excluding loans 90 days past due) as a percentage of loans, foreclosed properties and non-performing loans held for sale	1.13		%	1.24		%	1.28		%	1.30		%	1.37		%
Non-performing assets (including loans 90 days past due) as a percentage of loans, foreclosed properties and non-performing loans held for sale ⁽⁶⁾	1.38		%	1.51		%	1.57		%	1.61		%	1.69		%
Associate headcount ⁽⁷⁾	23,694			23,601			23,723			23,599			23,416
ATMs	1,960			1,966			1,997			1,995			1,990

Branch Statistics
Full service	1,549			1,551			1,584			1,589			1,592
Drive-thru/transaction service only	82			82			82			82			81
Total branch outlets	1,631			1,633			1,666			1,671			1,673

*Annualized


(1)	See reconciliation of GAAP to non-GAAP Financial Measures on pages 9 and 18.


(2)	Current quarter Basel III common equity as well as the Basel III common equity Tier 1, Tier 1 capital, Total risk-based capital and Leverage ratios are estimated.


(3)	Regions' regulatory capital ratios for periods prior to the first quarter of 2015 have not been revised to reflect the retrospective application of new accounting guidance related to investments in qualified affordable housing projects.


(4)	Beginning in the first quarter of 2015, Regions' regulatory capital ratios are calculated pursuant to the phase-in provisions of the Basel III capital rules. All prior period ratios were calculated pursuant to the Basel I capital rules.

(5)

The second quarter of 2015 includes an income tax benefit of approximately $7 million related to the conclusion of certain state and federal examinations. Excluding the impact of this benefit, the effective tax rate was 31.8%. The first quarter of 2015 includes an income tax benefit related to state deferred tax assets of approximately $10 million which reduced the Company's effective tax rate by approximately 300 basis points.


(6)	Excludes guaranteed residential first mortgages that are 90+ days past due and still accruing. Refer to the footnotes on page 13 for amounts related to these loans.


(7)	Reflects the number of active full-time and part-time associates as of the last pay period of the month. The full-time equivalent number of employees for the quarters ended June 30, 2015 and March 31, 2015 were 23,155 and 23,062, respectively.

Regions Financial Corporation and Subsidiaries

Financial Supplement to Second Quarter 2015 Earnings Release

Consolidated Statements of Income (unaudited)



	Quarter Ended
($ amounts in millions, except per share data)	6/30/2015			3/31/2015			12/31/2014			9/30/2014		6/30/2014
Interest income on:
Loans, including fees	$	728		$	725		$	736		$	736	$	737
Securities—taxable	149			153			151			154		156
Loans held for sale	4			3			5			5		4
Trading account securities	1			3			1			—		—
Other interest-earning assets	1			2			1			2		3
Total interest income	883			886			894			897		900
Interest expense on:
Deposits	27			28			27			26		25
Short-term borrowings	1			—			1			—		1
Long-term borrowings	35			43			46			50		51
Total interest expense	63			71			74			76		77
Net interest income	820			815			820			821		823
Provision for loan losses	63			49			8			24		35
Net interest income after provision for loan losses	757			766			812			797		788
Non-interest income:
Service charges on deposit accounts	168			161			167			181		174
Card and ATM fees	90			85			86			85		84
Mortgage income	46			40			27			39		43
Securities gains, net	6			5			12			7		6
Other	280			179			182			185		168
Total non-interest income	590			470			474			497		475
Non-interest expense:
Salaries and employee benefits	477			458			456			456		443
Net occupancy expense	89			91			93			92		90
Furniture and equipment expense	76			71			74			73		70
Other	292			285			346			205		217
Total non-interest expense	934			905			969			826		820
Income from continuing operations before income taxes	413			331			317			468		443
Income tax expense	124			95			98			151		148
Income from continuing operations	289			236			219			317		295
Discontinued operations:
Income (loss) from discontinued operations before income taxes	(6		)	(4		)	(5		)	5		2
Income tax expense (benefit)	(2		)	(2		)	(2		)	2		1
Income (loss) from discontinued operations, net of tax	(4		)	(2		)	(3		)	3		1
Net income	$	285		$	234		$	216		$	320	$	296
Net income from continuing operations available to common shareholders	$	273		$	220		$	203		$	297	$	287
Net income available to common shareholders	$	269		$	218		$	200		$	300	$	288
Weighted-average shares outstanding—during quarter:
Basic	1,335			1,346			1,365			1,378		1,378
Diluted	1,346			1,358			1,377			1,389		1,390
Actual shares outstanding—end of quarter	1,331			1,343			1,354			1,379		1,378
Earnings per common share from continuing operations:
Basic	$	0.20		$	0.16		$	0.15		$	0.22	$	0.21
Diluted	$	0.20		$	0.16		$	0.15		$	0.21	$	0.21
Earnings per common share:
Basic	$	0.20		$	0.16		$	0.15		$	0.22	$	0.21
Diluted	$	0.20		$	0.16		$	0.15		$	0.22	$	0.21
Cash dividends declared per common share	$	0.06		$	0.05		$	0.05		$	0.05	$	0.05
Taxable-equivalent net interest income from continuing operations	$	839		$	832		$	837		$	837	$	838

Regions Financial Corporation and Subsidiaries

Financial Supplement to Second Quarter 2015 Earnings Release

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



	Quarter Ended
	6/30/2015							3/31/2015
($ 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	$	2		$	—	0.86	%	$	21		$	—	0.82	%
Trading account securities	112			1		1.06		104			3		12.91
Securities:
Taxable	24,658			149		2.43		24,682			153		2.51
Tax-exempt	2			—		—		2			—		—
Loans held for sale	463			4		3.44		406			3		3.46
Loans, net of unearned income:
Commercial and industrial	34,480			291		3.38		33,418			287		3.48
Commercial real estate mortgage—owner-occupied	7,921			97		4.89		8,143			98		4.90
Commercial real estate construction—owner-occupied	430			5		4.25		422			4		4.22
Commercial investor real estate mortgage	4,549			36		3.15		4,629			36		3.15
Commercial investor real estate construction	2,416			18		3.00		2,236			17		3.04
Residential first mortgage	12,471			121		3.91		12,330			121		3.97
Home equity	10,867			96		3.55		10,885			97		3.61
Indirect—vehicles	3,768			31		3.29		3,708			31		3.37
Indirect—other consumer	328			4		4.83		237			2		3.96
Consumer credit card	975			27		11.23		977			28		11.73
Other consumer	970			21		8.63		957			21		8.81
Total loans, net of unearned income	79,175			747		3.78		77,942			742		3.86
Other interest-earning assets	2,115			1		0.30		2,974			2		0.28
Total interest-earning assets	106,527			902		3.40		106,131			903		3.45
Allowance for loan losses	(1,097		)					(1,098		)
Cash and due from banks	1,706							1,773
Other non-earning assets	13,739							13,760
	$	120,875						$	120,566
Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Savings	$	7,165		3		0.12		$	6,878		2		0.14
Interest-bearing checking	21,494			4		0.08		21,769			5		0.09
Money market	26,483			7		0.11		26,381			7		0.11
Time deposits	8,250			13		0.67		8,500			14		0.65
Total interest-bearing deposits ⁽¹⁾	63,392			27		0.17		63,528			28		0.18
Federal funds purchased and securities sold under agreements to repurchase	637			—		0.03		1,685			—		0.05
Other short-term borrowings	942			1		0.21		161			—		0.19
Long-term borrowings	2,903			35		4.83		3,371			43		5.20
Total interest-bearing liabilities	67,874			63		0.37		68,745			71		0.42
Non-interest-bearing deposits ⁽¹⁾	33,708			—		—		32,255			—		—
Total funding sources	101,582			63		0.25		101,000			71		0.29
Net interest spread						3.03							3.03
Other liabilities	2,343							2,603
Stockholders’ equity	16,950							16,963
	$	120,875						$	120,566
Net interest income/margin FTE basis				$	839	3.16	%				$	832	3.18	%

_______


(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 0.11% and 0.12% for the quarters ended June 30, 2015 and March 31, 2015, respectively.

Regions Financial Corporation and Subsidiaries

Financial Supplement to Second Quarter 2015 Earnings Release

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



	Quarter Ended
	12/31/2014							9/30/2014							6/30/2014
($ 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	$	20		$	—	0.86	%	$	4		$	—	0.86	%	$	16		$	—	0.86	%
Trading account securities	103			1		3.70		101			—		0.94		115			—		0.76
Securities:
Taxable	24,590			151		2.44		24,264			154		2.51		23,856			156		2.62
Tax-exempt	2			—		—		3			—		—		3			—		—
Loans held for sale	480			5		3.74		512			5		3.95		413			4		3.96
Loans, net of unearned income:
Commercial and industrial	32,484			289		3.54		31,255			285		3.61		31,058			284		3.68
Commercial real estate mortgage—owner-occupied	8,466			104		4.89		8,886			110		4.89		9,170			111		4.85
Commercial real estate construction—owner-occupied	367			4		4.23		351			4		4.12		357			4		4.09
Commercial investor real estate mortgage	4,837			37		3.05		5,071			39		3.08		5,296			42		3.20
Commercial investor real estate construction	2,032			17		3.17		1,876			15		3.27		1,822			15		3.18
Residential first mortgage	12,273			121		3.91		12,212			122		3.97		12,137			121		3.99
Home equity	10,939			100		3.60		10,999			99		3.59		11,106			100		3.62
Indirect—vehicles	3,627			31		3.41		3,504			30		3.39		3,376			29		3.46
Indirect—other consumer	203			2		3.54		203			2		3.50		200			2		3.45
Consumer credit card	975			28		11.23		952			27		11.33		926			25		11.10
Other consumer	979			20		8.20		970			19		7.88		942			19		8.13
Total loans, net of unearned income	77,182			753		3.87		76,279			752		3.91		76,390			752		3.95
Other interest-earning assets	2,408			1		0.30		3,287			2		0.28		2,865			3		0.29
Total interest-earning assets	104,785			911		3.45		104,450			913		3.47		103,658			915		3.54
Allowance for loan losses	(1,162		)					(1,214		)					(1,246		)
Cash and due from banks	1,805							1,781							1,767
Other non-earning assets	13,694							13,652							13,702
	$	119,122						$	118,669						$	117,881
Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Savings	$	6,635		3		0.12		$	6,639		1		0.12		$	6,673		2		0.11
Interest-bearing checking	21,003			5		0.10		20,944			5		0.10		20,476			4		0.09
Money market	25,752			7		0.11		26,348			7		0.11		25,907			7		0.10
Time deposits	8,683			12		0.58		8,856			13		0.56		9,067			12		0.52
Total interest-bearing deposits ⁽¹⁾	62,073			27		0.17		62,787			26		0.17		62,123			25		0.16
Federal funds purchased and securities sold under agreements to repurchase	1,872			1		0.09		1,796			—		0.06		2,017			1		0.09
Other short-term borrowings	163			—		0.20		—			—		—		54			—		0.23
Long-term borrowings	3,618			46		5.07		3,820			50		5.12		4,161			51		4.98
Total interest-bearing liabilities	67,726			74		0.43		68,403			76		0.44		68,355			77		0.45
Non-interest-bearing deposits ⁽¹⁾	31,951			—		—		31,184			—		—		30,866			—		—
Total funding sources	99,677			74		0.29		99,587			76		0.30		99,221			77		0.31
Net interest spread						3.02							3.03							3.09
Other liabilities	2,385							2,168							2,107
Stockholders’ equity	17,060							16,914							16,553
	$	119,122						$	118,669						$	117,881
Net interest income/margin FTE basis				$	837	3.17	%				$	837	3.18	%				$	838	3.24	%

_______


(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 0.11% for each of the quarters ended December 31, 2014, September 30, 2014, and June 30, 2014.

Regions Financial Corporation and Subsidiaries

Financial Supplement to Second Quarter 2015 Earnings Release

Pre-Tax Pre-Provision Income ("PPI") and Adjusted PPI (non-GAAP)

The Pre-Tax Pre-Provision Income table below 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 from 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.



	Quarter Ended
($ amounts in millions)	6/30/2015			3/31/2015			12/31/2014			9/30/2014			6/30/2014			2Q15 vs. 1Q15					2Q15 vs. 2Q14
Net income from continuing operations available to common shareholders (GAAP)	$	273		$	220		$	203		$	297		$	287		$	53		24.1	%	$	(14	)	(4.9	)%
Preferred dividends (GAAP) ⁽¹⁾	16			16			16			20			8			—			—	%	8			100.0	%
Income tax expense (GAAP)	124			95			98			151			148			29			30.5	%	(24		)	(16.2	)%
Income from continuing operations before income taxes (GAAP)	413			331			317			468			443			82			24.8	%	(30		)	(6.8	)%
Provision for loan losses (GAAP)	63			49			8			24			35			14			28.6	%	28			80.0	%
Pre-tax pre-provision income from continuing operations (non-GAAP)	476			380			325			492			478			96			25.3	%	(2		)	(0.4	)%
Other adjustments:
Securities gains, net	(6		)	(5		)	(12		)	(7		)	(6		)	(1		)	20.0	%	—			—	%
Insurance proceeds ⁽²⁾	(90		)	—			—			—			—			(90		)	NM		(90		)	NM
Leveraged lease termination gains, net ⁽³⁾	—			(2		)	—			(9		)	—			2			(100.0	)%	—			NM
Professional, legal and regulatory expenses ⁽⁴⁾⁽⁵⁾	48			—			100			—			(7		)	48			NM		55			NM
Branch consolidation, property and equipment charges ⁽⁶⁾	27			22			10			—			—			5			22.7	%	27			NM
Loss on early extinguishment of debt	—			43			—			—			—			(43		)	(100.0	)%	—			NM
Total other adjustments	(21		)	58			98			(16		)	(13		)	(79		)	(136.2	)%	(8		)	61.5	%
Adjusted pre-tax pre-provision income from continuing operations (non-GAAP)	$	455		$	438		$	423		$	476		$	465		$	17		3.9	%	$	(10	)	(2.2	)%

NM - Not Meaningful


(1)	Due to the timing of the second quarter 2014 preferred stock issuance, preferred dividends in the third quarter of 2014 reflect a longer coupon period. Total third quarter 2014 preferred dividends were approximately $4 million higher than the amount expected for future quarterly coupon periods based on the amount of preferred stock outstanding.


(2)	Insurance proceeds recognized in the second quarter of 2015 are related to the settlement of the previously disclosed 2010 class-action lawsuit.


(3)	The majority of net leveraged lease termination gains reported during each period are offset by related income taxes.


(4)	Regions recorded $50 million and $100 million of contingent legal and regulatory accruals during the second quarter of 2015 and the fourth quarter of 2014, respectively, related to previously disclosed matters. The fourth quarter of 2014 accruals were settled in the second quarter of 2015 for $2 million less than originally estimated and a corresponding recovery was recognized.


(5)	Regions recorded a non-tax deductible regulatory charge of $58 million during the fourth quarter of 2013 related to previously disclosed inquiries from government authorities. These matters were settled in the second quarter of 2014 for $7 million less than originally estimated and a corresponding recovery was recognized.


(6)	Charges in the second quarter of 2015 resulted from the transfer of land, previously held for future branch expansion, to held for sale based on changes in management's intent.

Regions Financial Corporation and Subsidiaries

Financial Supplement to Second Quarter 2015 Earnings Release

Non-Interest Income



	Quarter Ended
($ amounts in millions)	6/30/2015		3/31/2015		12/31/2014		9/30/2014		6/30/2014		2Q15 vs. 1Q15					2Q15 vs. 2Q14
Service charges on deposit accounts	$	168	$	161	$	167	$	181	$	174	$	7		4.3	%	$	(6	)	(3.4	)%
Card and ATM fees	90		85		86		85		84		5			5.9	%	6			7.1	%
Investment management and trust fee income	51		51		50		47		47		—			—	%	4			8.5	%
Insurance commissions and fees	33		35		31		31		32		(2		)	(5.7	)%	1			3.1	%
Mortgage income	46		40		27		39		43		6			15.0	%	3			7.0	%
Bank-owned life insurance	18		20		23		20		23		(2		)	(10.0	)%	(5		)	(21.7	)%
Capital markets fee income and other ⁽¹⁾	27		20		20		24		16		7			35.0	%	11			68.8	%
Commercial credit fee income	21		16		15		16		15		5			31.3	%	6			40.0	%
Securities gains, net	6		5		12		7		6		1			20.0	%	—			—	%
Investment services fee income	13		12		10		12		11		1			8.3	%	2			18.2	%
Net revenue from affordable housing	6		2		14		—		1		4			200.0	%	5			NM
Insurance proceeds	90		—		—		—		—		90			NM		90			NM
Other	21		23		19		35		23		(2		)	(8.7	)%	(2		)	(8.7	)%
Total non-interest income from continuing operations	$	590	$	470	$	474	$	497	$	475	$	120		25.5	%	$	115		24.2	%

Mortgage Income



	Quarter Ended
($ amounts in millions)	6/30/2015			3/31/2015			12/31/2014			9/30/2014			6/30/2014			2Q15 vs. 1Q15					2Q15 vs. 2Q14
Production and sales	$	31		$	27		$	20		$	25		$	26		$	4		14.8	%	$	5		19.2	%
Loan servicing	20			21			21			21			22			(1		)	(4.8	)%	(2		)	(9.1	)%
MSR and related hedge impact:
MSRs fair value increase (decrease) due to change in valuation inputs or assumptions	28			(17		)	(28		)	1			(10		)	45			(264.7	)%	38			(380.0	)%
MSRs hedge gain (loss)	(22		)	17			22			1			14			(39		)	(229.4	)%	(36		)	(257.1	)%
MSRs change due to payment decay	(11		)	(8		)	(8		)	(9		)	(9		)	(3		)	37.5	%	(2		)	22.2	%
MSR and related hedge impact	(5		)	(8		)	(14		)	(7		)	(5		)	3			(37.5	)%	—			—	%
Total mortgage income	$	46		$	40		$	27		$	39		$	43		$	6		15.0	%	$	3		7.0	%

Mortgage production - purchased	$	1,097		$	743		$	817		$	961		$	968		$	354		47.6	%	$	129		13.3	%
Mortgage production - refinanced	505			527			351			324			302			(22		)	(4.2	)%	203			67.2	%
Total mortgage production ⁽²⁾	$	1,602		$	1,270		$	1,168		$	1,285		$	1,270		$	332		26.1	%	$	332		26.1	%

Wealth Management Income



	Quarter Ended
($ amounts in millions)	6/30/2015		3/31/2015		12/31/2014		9/30/2014		6/30/2014		2Q15 vs. 1Q15					2Q15 vs. 2Q14
Investment management and trust fee income	$	51	$	51	$	50	$	47	$	47	$	—		—	%	$	4	8.5	%
Insurance commissions and fees	33		35		31		31		32		(2		)	(5.7	)%	1		3.1	%
Investment services fee income	13		12		10		12		11		1			8.3	%	2		18.2	%
Total wealth management income ⁽³⁾	$	97	$	98	$	91	$	90	$	90	$	(1	)	(1.0	)%	$	7	7.8	%

_________

NM - Not Meaningful


(1)	Capital markets fee income and other primarily relates to capital raising activities that includes securities underwriting and placement, loan syndication and placement as well as foreign exchange, derivative and advisory services.


(2)	Total mortgage production represents production during the period, including amounts sold into the secondary market as well as amounts retained in Regions' residential first mortgage loan portfolio.


(3)	Total Wealth Management income presented above does not include the portion of service charges on deposit accounts and similar smaller dollar amounts that are also attributable to the Wealth Management segment.

Selected Non-Interest Income Variance Analysis


•	Insurance proceeds recognized in the second quarter of 2015 are related to the settlement of the previously disclosed 2010 class-action lawsuit.


•	Beginning in the second quarter of 2015, unused commitment fees are reported in commercial credit fee income. Prior period amounts remain in interest income.

Regions Financial Corporation and Subsidiaries

Financial Supplement to Second Quarter 2015 Earnings Release

Non-Interest Expense



	Quarter Ended
($ amounts in millions)	6/30/2015			3/31/2015		12/31/2014		9/30/2014			6/30/2014		2Q15 vs. 1Q15					2Q15 vs. 2Q14
Salaries and employee benefits	$	477		$	458	$	456	$	456		$	443	$	19		4.1	%	$	34		7.7	%
Professional, legal and regulatory expenses	71			19		134		36			30		52			273.7	%	41			136.7	%
Net occupancy expense	89			91		93		92			90		(2		)	(2.2	)%	(1		)	(1.1	)%
Furniture and equipment expense	76			71		74		73			70		5			7.0	%	6			8.6	%
Outside services	40			31		37		32			35		9			29.0	%	5			14.3	%
Marketing	25			26		24		23			24		(1		)	(3.8	)%	1			4.2	%
Deposit administrative fee	15			22		20		20			13		(7		)	(31.8	)%	2			15.4	%
Branch consolidation, property and equipment charges	27			22		10		—			—		5			22.7	%	27			NM
Loss on early extinguishment of debt	—			43		—		—			—		(43		)	(100.0	)%	—			NM
Provision (credit) for unfunded credit losses	(2		)	1		—		(24		)	11		(3		)	(300.0	)%	(13		)	(118.2	)%
Other	116			121		121		118			104		(5		)	(4.1	)%	12			11.5	%
Total non-interest expense from continuing operations	$	934		$	905	$	969	$	826		$	820	$	29		3.2	%	$	114		13.9	%

_________

NM - Not Meaningful

Selected Non-Interest Expense Variance Analysis


•	Salaries and employee benefits increased in the second quarter of 2015 compared to the first quarter of 2015 reflecting merit increases, higher incentives concurrent with increased production, and an increase in headcount, partially offset by a reduction in payroll taxes.


•	Regions recorded $50 million and $100 million of contingent legal and regulatory accruals during the second quarter of 2015 and the fourth quarter of 2014, respectively, related to previously disclosed matters. The fourth quarter of 2014 accruals were settled in the second quarter of 2015 for $2 million less than originally estimated and a corresponding recovery was recognized.


•	Outside services increased in the second quarter of 2015 compared to the first quarter of 2015 primarily due to certain fees paid in connection with revenue growth as well as other risk related activities required to improve operations.


•	Deposit administrative fees in the second quarter of 2015 benefited from refunds of previously incurred fees.


•	Branch consolidation, property and equipment charges in the second quarter of 2015 resulted from the transfer of land, previously held for future branch expansion, to held for sale based on changes in management's intent.


•	Regions redeemed approximately $250 million of its 7.50 percent subordinated notes during the first quarter of 2015, incurring a related early extinguishment charge of approximately $43 million.

Regions Financial Corporation and Subsidiaries

Financial Supplement to Second Quarter 2015 Earnings Release

Reconciliation to GAAP Financial Measures

Adjusted Efficiency Ratios, Adjusted Fee Income Ratios, Adjusted Non-Interest Income/Expense, and Return 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 income 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 income ratio. Net interest income on a taxable-equivalent basis and non-interest income are added together to arrive at total revenue on a taxable-equivalent basis. Adjustments are made to arrive at adjusted total revenue on a taxable-equivalent basis (non-GAAP), which is the denominator for the fee income 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.

The following table also provides a calculation of “return on average tangible common stockholders’ equity”. 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. Analysts and banking regulators have assessed Regions’ capital adequacy using the tangible common stockholders’ equity measure. Because tangible common stockholders’ equity is not formally defined by GAAP or prescribed in any amount by federal banking regulations it is currently considered to be a non-GAAP financial measure and other entities may calculate it differently than Regions’ disclosed calculations. Since analysts and banking regulators may assess Regions’ capital adequacy using tangible common stockholders’ equity, management believes that it is useful to provide investors the ability to assess Regions’ capital adequacy on this same basis.



		Quarter Ended
($ amounts in millions)		6/30/2015			3/31/2015			12/31/2014			9/30/2014			6/30/2014			2Q15 vs. 1Q15					2Q15 vs. 2Q14
ADJUSTED EFFICIENCY AND FEE INCOME RATIOS, ADJUSTED NON-INTEREST INCOME/EXPENSE- CONTINUING OPERATIONS
Non-interest expense (GAAP)		$	934		$	905		$	969		$	826		$	820		$	29		3.2	%	$	114		13.9	%
Adjustments:
Professional, legal and regulatory expenses ⁽¹⁾⁽²⁾		(48		)	—			(100		)	—			7			(48		)	NM		(55		)	NM
Branch consolidation, property and equipment charges ⁽³⁾		(27		)	(22		)	(10		)	—			—			(5		)	22.7	%	(27		)	NM
Loss on early extinguishment of debt		—			(43		)	—			—			—			43			(100.0	)%	—			NM
Adjusted non-interest expense (non-GAAP)	A	$	859		$	840		$	859		$	826		$	827		$	19		2.3	%	$	32		3.9	%
Net interest income (GAAP)		$	820		$	815		$	820		$	821		$	823		$	5		0.6	%	$	(3	)	(0.4	)%
Taxable-equivalent adjustment		19			17			17			16			15			2			11.8	%	4			26.7	%
Net interest income, taxable-equivalent basis	B	$	839		$	832		$	837		$	837		$	838		$	7		0.8	%	$	1		0.1	%
Non-interest income (GAAP)	C	$	590		$	470		$	474		$	497		$	475		$	120		25.5	%	$	115		24.2	%
Adjustments:
Securities gains, net		(6		)	(5		)	(12		)	(7		)	(6		)	(1		)	20.0	%	—			NM
Insurance proceeds ⁽⁴⁾		(90		)	—			—			—			—			(90		)	NM		(90		)	NM
Leveraged lease termination gains, net		—			(2		)	—			(9		)	—			2			(100.0	)%	—			NM
Adjusted non-interest income (non-GAAP)	D	$	494		$	463		$	462		$	481		$	469		$	31		6.7	%	$	25		5.3	%
Total revenue, taxable-equivalent basis	B+C	$	1,429		$	1,302		$	1,311		$	1,334		$	1,313		$	127		9.8	%	$	116		8.8	%
Adjusted total revenue, taxable-equivalent basis (non-GAAP)	B+D=E	$	1,333		$	1,295		$	1,299		$	1,318		$	1,307		$	38		2.9	%	$	26		2.0	%
Adjusted efficiency ratio (non-GAAP)	A/E	64.5		%	64.9		%	66.1		%	62.7		%	63.2		%
Adjusted fee income ratio (non-GAAP)	D/E	37.0		%	35.7		%	35.6		%	36.5		%	36.0		%

		Quarter Ended
($ amounts in millions)		6/30/2015			3/31/2015			12/31/2014			9/30/2014			6/30/2014
RETURN ON AVERAGE TANGIBLE COMMON STOCKHOLDERS' EQUITY- CONSOLIDATED
Net income available to common shareholders (GAAP)	F	$	269		$	218		$	200		$	300		$	288
Average stockholders' equity (GAAP)		$	16,946		$	16,963		$	17,074		$	16,930		$	16,565
Less:
Average intangible assets (GAAP)		5,083			5,089			5,097			5,105			5,104
Average deferred tax liability related to intangibles (GAAP)		(171		)	(172		)	(176		)	(182		)	(184		)
Average preferred stock (GAAP)		856			878			886			903			779
Average tangible common stockholders' equity (non-GAAP)	G	$	11,178		$	11,168		$	11,267		$	11,104		$	10,866
Return on average tangible common stockholders' equity (non-GAAP)*	F/G	9.66		%	7.91		%	7.04		%	10.74		%	10.63		%

________

*Annualized

NM - Not Meaningful


(1)	Regions recorded $50 million and $100 million of contingent legal and regulatory accruals during the second quarter of 2015 and the fourth quarter of 2014, respectively, related to previously disclosed matters. The fourth quarter of 2014 accruals were settled in the second quarter of 2015 for $2 million less than originally estimated and a corresponding recovery was recognized.


(2)	Regions recorded a non-tax deductible regulatory charge of $58 million during the fourth quarter of 2013 related to previously disclosed inquiries from government authorities. These matters were settled in the second quarter of 2014 for $7 million less than originally estimated and a corresponding recovery was recognized.


(3)	Branch consolidation, property and equipment charges in the second quarter of 2015 resulted from the transfer of land, previously held for future branch expansion, to held for sale based on changes in management's intent.


(4)	Insurance proceeds recognized in the second quarter of 2015 are related to the settlement of the previously disclosed 2010 class-action lawsuit.

Regions Financial Corporation and Subsidiaries

Financial Supplement to Second Quarter 2015 Earnings Release

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 were not included in the sale. In connection with the agreement, the results of the entities sold are reported as discontinued operations. The following table represents the unaudited condensed results for discontinued operations.



	Quarter Ended
($ amounts in millions, except per share data)	6/30/2015			3/31/2015			12/31/2014			9/30/2014		6/30/2014
Non-interest income:
Insurance proceeds	$	—		$	—		$	—		$	19	$	—
Total non-interest income	—			—			—			19		—
Non-interest expense:
Professional and legal expenses	5			4			5			14		(3		)
Other	1			—			—			—		1
Total non-interest expense	6			4			5			14		(2		)
Income (loss) from discontinued operations before income tax	(6		)	(4		)	(5		)	5		2
Income tax expense (benefit)	(2		)	(2		)	(2		)	2		1
Income (loss) from discontinued operations, net of tax	$	(4	)	$	(2	)	$	(3	)	$	3	$	1
Weighted-average shares outstanding—during quarter ⁽¹⁾:
Basic	1,335			1,346			1,365			1,378		1,378
Diluted	1,335			1,346			1,365			1,389		1,390
Earnings (loss) per common share from discontinued operations:
Basic	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	0.00	$	0.00
Diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	0.00	$	0.00

_________


(1)	In a quarter where there is a loss from discontinued operations, basic and diluted weighted-average common shares outstanding are the same.

Regions Financial Corporation and Subsidiaries

Financial Supplement to Second Quarter 2015 Earnings Release

Credit Quality



	As of and for Quarter Ended
($ amounts in millions)	6/30/2015			3/31/2015			12/31/2014			9/30/2014			6/30/2014
Components:
Allowance for loan losses (ALL)	$	1,115		$	1,098		$	1,103		$	1,178		$	1,229
Reserve for unfunded credit commitments	64			66			65			65			89
Allowance for credit losses (ACL)	$	1,179		$	1,164		$	1,168		$	1,243		$	1,318

Provision for loan losses	$	63		$	49		$	8		$	24		$	35
Provision (credit) for unfunded credit losses	(2		)	1			—			(24		)	11

Net loans charged-off:
Commercial and industrial	4			16			23			15			15
Commercial real estate mortgage—owner-occupied	3			1			11			12			11
Commercial real estate construction—owner-occupied	—			—			—			1			—
Total commercial	7			17			34			28			26
Commercial investor real estate mortgage	1			2			(2		)	—			2
Commercial investor real estate construction	(2		)	(2		)	(1		)	(1		)	(2		)
Total investor real estate	(1		)	—			(3		)	(1		)	—
Residential first mortgage	4			3			6			6			7
Home equity—first lien	5			3			5			4			3
Home equity—second lien	7			7			11			9			8
Indirect—vehicles	5			6			7			6			4
Consumer credit card	8			8			8			8			8
Other consumer	11			10			15			15			11
Total consumer	40			37			52			48			41
Total	$	46		$	54		$	83		$	75		$	67
Net loan charge-offs as a % of average loans, annualized:
Commercial and industrial	0.04		%	0.20		%	0.28		%	0.19		%	0.20		%
Commercial real estate mortgage—owner-occupied	0.14		%	0.05		%	0.54		%	0.52		%	0.46		%
Commercial real estate construction—owner-occupied	(0.03		)%	(0.03		)%	(0.02		)%	1.65		%	0.05		%
Total commercial	0.06		%	0.17		%	0.33		%	0.27		%	0.25		%
Commercial investor real estate mortgage	0.09		%	0.17		%	(0.11		)%	(0.03		)%	0.12		%
Commercial investor real estate construction	(0.23		)%	(0.40		)%	(0.32		)%	(0.16		)%	(0.36		)%
Total investor real estate	(0.02		)%	(0.01		)%	(0.17		)%	(0.07		)%	—		%
Residential first mortgage	0.15		%	0.10		%	0.18		%	0.22		%	0.20		%
Home equity—first lien	0.30		%	0.19		%	0.29		%	0.25		%	0.24		%
Home equity—second lien	0.67		%	0.58		%	0.93		%	0.73		%	0.62		%
Indirect—vehicles	0.50		%	0.69		%	0.77		%	0.70		%	0.53		%
Consumer credit card	3.13		%	3.43		%	3.29		%	3.30		%	3.53		%
Other consumer	4.27		%	4.43		%	5.92		%	6.03		%	4.65		%
Total consumer	0.54		%	0.53		%	0.70		%	0.67		%	0.57		%
Total	0.23		%	0.28		%	0.42		%	0.39		%	0.35		%
Non-accrual loans, excluding loans held for sale	$	751		$	800		$	829		$	837		$	899
Non-performing loans held for sale	26			32			38			38			20
Non-accrual loans, including loans held for sale	777			832			867			875			919
Foreclosed properties	134			138			124			125			128
Non-performing assets (NPAs)	$	911		$	970		$	991		$	1,000		$	1,047
Loans past due > 90 days ⁽¹⁾	$	197		$	211		$	222		$	233		$	251
Accruing restructured loans not included in categories above ⁽²⁾	$	1,150		$	1,220		$	1,260		$	1,319		$	1,412
Credit Ratios:
ACL/Loans, net	1.47		%	1.49		%	1.51		%	1.62		%	1.72		%
ALL/Loans, net	1.39		%	1.40		%	1.43		%	1.54		%	1.61		%
Allowance for loan losses to non-performing loans, excluding loans held for sale	1.49x			1.37x			1.33x			1.41x			1.37x
Non-accrual loans, excluding loans held for sale/Loans, net	0.94		%	1.02		%	1.07		%	1.09		%	1.17		%
NPAs (ex. 90+ past due)/Loans, foreclosed properties and non-performing loans held for sale	1.13		%	1.24		%	1.28		%	1.30		%	1.37		%
NPAs (inc. 90+ past due)/Loans, foreclosed properties and non-performing loans held for sale ⁽¹⁾	1.38		%	1.51		%	1.57		%	1.61		%	1.69		%


(1)	Excludes guaranteed residential first mortgages that are 90+ days past due and still accruing. Refer to the footnotes on page 13 for amounts related to these loans.


(2)	See page 14 for detail of restructured loans.

Regions Financial Corporation and Subsidiaries

Financial Supplement to Second Quarter 2015 Earnings Release

Non-Accrual Loans (excludes loans held for sale)



	As of
($ amounts in millions)	6/30/2015				3/31/2015				12/31/2014				9/30/2014				6/30/2014
Commercial and industrial	$	297	0.84	%	$	298	0.89	%	$	252	0.77	%	$	199	0.62	%	$	200	0.64	%
Commercial real estate mortgage—owner-occupied	203		2.60	%	216		2.68	%	238		2.88	%	278		3.20	%	294		3.25	%
Commercial real estate construction—owner-occupied	4		0.96	%	3		0.63	%	3		0.64	%	2		0.56	%	8		2.32	%
Total commercial	504		1.16	%	517		1.23	%	493		1.19	%	479		1.17	%	502		1.23	%
Commercial investor real estate mortgage	63		1.38	%	85		1.89	%	123		2.64	%	133		2.69	%	158		3.05	%
Commercial investor real estate construction	2		0.08	%	—		0.01	%	2		0.09	%	2		0.11	%	9		0.49	%
Total investor real estate	65		0.93	%	85		1.23	%	125		1.84	%	135		1.98	%	167		2.39	%
Residential first mortgage	86		0.68	%	101		0.81	%	109		0.88	%	117		0.96	%	119		0.98	%
Home equity	96		0.88	%	97		0.90	%	102		0.94	%	106		0.97	%	111		1.00	%
Total consumer	182		0.61	%	198		0.68	%	211		0.72	%	223		0.77	%	230		0.80	%
Total non-accrual loans	$	751	0.94	%	$	800	1.02	%	$	829	1.07	%	$	837	1.09	%	$	899	1.17	%

Criticized and Classified Loans—Commercial and Investor Real Estate



	As of
											6/30/2015					6/30/2015
($ amounts in millions)	6/30/2015		3/31/2015		12/31/2014		9/30/2014		6/30/2014		vs. 3/31/2015					vs. 6/30/2014
Special mention	$	1,163	$	1,097	$	1,206	$	1,297	$	1,327	$	66		6.0	%	$	(164	)	(12.4	)%
Accruing classified loans	1,218		1,125		875		1,074		1,055		93			8.3	%	163			15.5	%
Non-accruing classified loans	569		602		618		614		669		(33		)	(5.5	)%	(100		)	(14.9	)%
Total	$	2,950	$	2,824	$	2,699	$	2,985	$	3,051	$	126		4.5	%	$	(101	)	(3.3	)%

Home Equity Lines of Credit - Future Principal Payment Resets ⁽¹⁾



	As of 6/30/2015
($ amounts in millions)	First Lien		% of Total		Second Lien		% of Total		Total
2015	$	13	0.16	%	$	86	1.06	%	$	99
2016	26		0.32	%	35		0.43	%	61
2017	5		0.06	%	11		0.14	%	16
2018	14		0.17	%	23		0.28	%	37
2019	100		1.23	%	90		1.11	%	190
2020-2024	1,390		17.12	%	1,266		15.59	%	2,656
2025-2029	2,449		30.16	%	2,610		32.14	%	5,059
Thereafter	1		0.01	%	2		0.02	%	3
Total	$	3,998	49.23	%	$	4,123	50.77	%	$	8,121

(1)

The balance of Regions' home equity portfolio was $10,899 million at June 30, 2015 consisting of $8,121 million of home equity lines of credit and $2,778 million of closed-end home equity loans. The home equity lines of credit presented in the table above are based on maturity date for lines with a balloon payment and draw period expiration date for lines that convert to a repayment period. The closed-end loans were primarily originated as amortizing loans, and were therefore excluded from the table above.

Regions Financial Corporation and Subsidiaries

Financial Supplement to Second Quarter 2015 Earnings Release

Early and Late Stage Delinquencies



Accruing 30-89 Days Past Due Loans	As of
($ amounts in millions)	6/30/2015				3/31/2015				12/31/2014				9/30/2014				6/30/2014
Commercial and industrial	$	23	0.06	%	$	27	0.08	%	$	23	0.07	%	$	57	0.18	%	$	35	0.11	%
Commercial real estate mortgage—owner-occupied	38		0.49	%	30		0.37	%	34		0.41	%	38		0.44	%	56		0.63	%
Commercial real estate construction—owner-occupied	—		0.10	%	—		—	%	1		0.13	%	2		0.71	%	1		0.21	%
Total commercial	61		0.14	%	57		0.13	%	58		0.14	%	97		0.24	%	92		0.23	%
Commercial investor real estate mortgage	18		0.39	%	9		0.19	%	20		0.42	%	38		0.78	%	61		1.17	%
Commercial investor real estate construction	—		0.01	%	4		0.17	%	—		—	%	12		0.61	%	—		0.01	%
Total investor real estate	18		0.26	%	13		0.18	%	20		0.29	%	50		0.73	%	61		0.87	%
Residential first mortgage—non-guaranteed ⁽¹⁾	124		1.02	%	109		0.91	%	139		1.17	%	142		1.20	%	153		1.30	%
Home equity	84		0.77	%	101		0.93	%	111		1.02	%	115		1.05	%	111		1.00	%
Indirect—vehicles	46		1.21	%	41		1.10	%	53		1.45	%	47		1.33	%	45		1.31	%
Indirect—other consumer	1		0.14	%	—		—	%	—		—	%	—		—	%	—		—	%
Consumer credit card	10		1.02	%	11		1.14	%	13		1.32	%	13		1.29	%	11		1.13	%
Other consumer	14		1.42	%	12		0.99	%	17		1.45	%	18		1.52	%	18		1.53	%
Total consumer ⁽¹⁾	279		0.95	%	274		0.95	%	333		1.16	%	335		1.18	%	338		1.19	%
Total accruing 30-89 days past due loans ⁽¹⁾	$	358	0.45	%	$	344	0.44	%	$	411	0.53	%	$	482	0.63	%	$	491	0.64	%

Accruing 90+ Days Past Due Loans	As of
($ amounts in millions)	6/30/2015				3/31/2015				12/31/2014				9/30/2014				6/30/2014
Commercial and industrial	$	3	0.01	%	$	4	0.01	%	$	7	0.02	%	$	5	0.02	%	$	9	0.03	%
Commercial real estate mortgage—owner-occupied	2		0.02	%	7		0.09	%	5		0.06	%	6		0.07	%	5		0.05	%
Total commercial	5		0.01	%	11		0.03	%	12		0.03	%	11		0.03	%	14		0.03	%
Commercial investor real estate mortgage	1		0.01	%	2		0.05	%	3		0.06	%	5		0.10	%	17		0.32	%
Total investor real estate	1		0.01	%	2		0.03	%	3		0.04	%	5		0.07	%	17		0.24	%
Residential first mortgage—non-guaranteed ⁽²⁾	109		0.89	%	109		0.90	%	122		1.03	%	131		1.10	%	136		1.15	%
Home equity	61		0.55	%	67		0.62	%	63		0.57	%	66		0.60	%	65		0.58	%
Indirect—vehicles	6		0.18	%	6		0.16	%	7		0.20	%	6		0.18	%	5		0.16	%
Consumer credit card	11		1.10	%	12		1.25	%	12		1.21	%	11		1.15	%	11		1.19	%
Other consumer	4		0.37	%	4		0.31	%	3		0.22	%	3		0.26	%	3		0.27	%
Total consumer ⁽²⁾	191		0.65	%	198		0.69	%	207		0.72	%	217		0.76	%	220		0.78	%
Total accruing 90+ days past due loans ⁽²⁾	$	197	0.25	%	$	211	0.27	%	$	222	0.29	%	$	233	0.31	%	$	251	0.33	%

Total delinquencies ^{(1) (2)}	$	555	0.70	%	$	555	0.71	%	$	633	0.82	%	$	715	0.94	%	$	742	0.97	%


(1)	Excludes loans that are 100% guaranteed by FHA. Total 30-89 days past due guaranteed loans excluded were $23 million at 6/30/2015, $18 million at 3/31/2015, $24 million at 12/31/14, $21 million at 9/30/14, and $19 million at 6/30/14.


(2)	Excludes loans that are 100% guaranteed by FHA and all guaranteed loans sold to GNMA where Regions has the right but not the obligation to repurchase. Total 90 days or more past due guaranteed loans excluded were $103 million at 6/30/2015, $116 million at 3/31/2015, $125 million at 12/31/14, $121 million at 9/30/14, and $88 million at 6/30/14.

Regions Financial Corporation and Subsidiaries

Financial Supplement to Second Quarter 2015 Earnings Release

Troubled Debt Restructurings



	As of
($ amounts in millions)	6/30/2015		3/31/2015		12/31/2014		9/30/2014		6/30/2014
Current:
Commercial	$	202	$	244	$	244	$	278	$	332
Investor real estate	194		227		281		304		321
Residential first mortgage	328		333		301		269		261
Home equity	317		316		320		326		332
Consumer credit card	2		2		2		2		2
Other consumer	14		15		16		17		20
Total current	1,057		1,137		1,164		1,196		1,268
Accruing 30-89 DPD:
Commercial	16		5		7		11		23
Investor real estate	5		7		9		24		34
Residential first mortgage	53		49		55		61		61
Home equity	18		21		23		25		24
Other consumer	1		1		2		2		2
Total accruing 30-89 DPD	93		83		96		123		144
Total accruing and <90 DPD	1,150		1,220		1,260		1,319		1,412
Non-accrual or 90+ DPD:
Commercial	93		104		93		145		146
Investor real estate	31		42		67		70		96
Residential first mortgage	90		96		112		122		130
Home equity	22		24		25		25		27
Total non-accrual or 90+DPD	236		266		297		362		399
Total TDRs - Loans	$	1,386	$	1,486	$	1,557	$	1,681	$	1,811

TDRs - Held For Sale	18		19		29		13		16
Total TDRs	$	1,404	$	1,505	$	1,586	$	1,694	$	1,827


Total TDRs - Loans by Portfolio
	As of
($ amounts in millions)	6/30/2015		3/31/2015		12/31/2014		9/30/2014		6/30/2014
Total commercial TDRs	$	311	$	353	$	344	$	434	$	501
Total investor real estate TDRs	230		276		357		398		451
Total consumer TDRs	845		857		856		849		859
Total TDRs - Loans	$	1,386	$	1,486	$	1,557	$	1,681	$	1,811

Regions Financial Corporation and Subsidiaries

Financial Supplement to Second Quarter 2015 Earnings Release

Consolidated Balance Sheets (unaudited)



	As of
($ amounts in millions)	6/30/2015			3/31/2015			12/31/2014			9/30/2014			6/30/2014
Assets:
Cash and due from banks	$	1,661		$	1,737		$	1,601		$	1,770		$	2,094
Interest-bearing deposits in other banks	2,094			4,224			2,303			2,993			2,705
Federal funds sold and securities purchased under agreements to resell	—			65			100			20			20
Trading account securities	110			107			106			103			100
Securities held to maturity	2,067			2,129			2,175			2,222			2,275
Securities available for sale	22,672			22,879			22,580			22,379			21,963
Loans held for sale	511			491			541			504			514
Loans, net of unearned income	80,149			78,243			77,307			76,607			76,513
Allowance for loan losses	(1,115		)	(1,098		)	(1,103		)	(1,178		)	(1,229		)
Net loans	79,034			77,145			76,204			75,429			75,284
Other interest-earning assets	70			83			89			112			86
Premises and equipment, net	2,147			2,174			2,193			2,192			2,194
Interest receivable	305			313			310			310			308
Goodwill	4,816			4,816			4,816			4,816			4,816
Residential mortgage servicing rights at fair value (MSRs)	268			239			257			277			276
Other identifiable intangible assets	268			272			275			287			281
Other assets	5,832			5,773			6,013			5,691			5,687
Total assets	$	121,855		$	122,447		$	119,563		$	119,105		$	118,603
Liabilities and stockholders’ equity:
Deposits:
Non-interest-bearing	$	33,810		$	33,553		$	31,747		$	31,388		$	31,277
Interest-bearing	63,265			63,924			62,453			62,742			62,545
Total deposits	97,075			97,477			94,200			94,130			93,822
Borrowed funds:
Short-term borrowings:
Federal funds purchased and securities sold under agreements to repurchase	96			2,085			1,753			1,893			1,818
Other short-term borrowings	1,750			—			500			—			—
Total short-term borrowings	1,846			2,085			2,253			1,893			1,818
Long-term borrowings	3,602			3,208			3,462			3,813			3,824
Total borrowed funds	5,448			5,293			5,715			5,706			5,642
Other liabilities	2,433			2,626			2,775			2,230			2,226
Total liabilities	104,956			105,396			102,690			102,066			101,690
Stockholders’ equity:
Preferred stock, non-cumulative perpetual	852			868			884			900			920
Common stock	14			14			14			14			14
Additional paid-in capital	18,355			18,604			18,767			19,069			19,121
Retained earnings (deficit)	(658		)	(943		)	(1,177		)	(1,393		)	(1,713		)
Treasury stock, at cost	(1,377		)	(1,377		)	(1,377		)	(1,377		)	(1,377		)
Accumulated other comprehensive income (loss), net	(287		)	(115		)	(238		)	(174		)	(52		)
Total stockholders’ equity	16,899			17,051			16,873			17,039			16,913
Total liabilities and stockholders’ equity	$	121,855		$	122,447		$	119,563		$	119,105		$	118,603

Regions Financial Corporation and Subsidiaries

Financial Supplement to Second Quarter 2015 Earnings Release

Loans



	As of
												6/30/2015					6/30/2015
($ amounts in millions)	6/30/2015		3/31/2015		12/31/2014		9/30/2014		6/30/2014			vs. 3/31/2015					vs. 6/30/2014
Commercial and industrial	$	35,347	$	33,681	$	32,732	$	31,857	$	31,354		$	1,666		4.9	%	$	3,993		12.7	%
Commercial real estate mortgage—owner-occupied	7,797		8,043		8,263		8,666		9,024			(246		)	(3.1	)%	(1,227		)	(13.6	)%
Commercial real estate construction—owner-occupied	448		437		407		350		366			11			2.5	%	82			22.4	%
Total commercial	43,592		42,161		41,402		40,873		40,744			1,431			3.4	%	2,848			7.0	%
Commercial investor real estate mortgage	4,509		4,499		4,680		4,940		5,193			10			0.2	%	(684		)	(13.2	)%
Commercial investor real estate construction	2,419		2,422		2,133		1,878		1,780			(3		)	(0.1	)%	639			35.9	%
Total investor real estate	6,928		6,921		6,813		6,818		6,973			7			0.1	%	(45		)	(0.6	)%
Residential first mortgage	12,589		12,418		12,315		12,264		12,187			171			1.4	%	402			3.3	%
Home equity—first lien	6,424		6,261		6,195		6,114		6,068			163			2.6	%	356			5.9	%
Home equity—second lien	4,475		4,593		4,737		4,854		4,996			(118		)	(2.6	)%	(521		)	(10.4	)%
Indirect—vehicles	3,782		3,701		3,642		3,543		3,422			81			2.2	%	360			10.5	%
Indirect—other consumer ⁽¹⁾	383		272		206		202		199			111			40.8	%	184			92.5	%
Consumer credit card	992		966		1,009		964		945			26			2.7	%	47			5.0	%
Other consumer	984		950		988		975		979			34			3.6	%	5			0.5	%
Total consumer	29,629		29,161		29,092		28,916		28,796			468			1.6	%	833			2.9	%
Total Loans	$	80,149	$	78,243	$	77,307	$	76,607	$	76,513		$	1,906		2.4	%	$	3,636		4.8	%

	Average Balances
($ amounts in millions)	2Q15		1Q15		4Q14		3Q14		2Q14			2Q15 vs. 1Q15					2Q15 vs. 2Q14
Commercial and industrial	$	34,480	$	33,418	$	32,484	$	31,255	$	31,058		$	1,062		3.2	%	$	3,422		11.0	%
Commercial real estate mortgage—owner-occupied	7,921		8,143		8,466		8,886		9,170			(222		)	(2.7	)%	(1,249		)	(13.6	)%
Commercial real estate construction—owner-occupied	430		422		367		351		357			8			1.9	%	73			20.4	%
Total commercial	42,831		41,983		41,317		40,492		40,585			848			2.0	%	2,246			5.5	%
Commercial investor real estate mortgage	4,549		4,629		4,837		5,071		5,296			(80		)	(1.7	)%	(747		)	(14.1	)%
Commercial investor real estate construction	2,416		2,236		2,032		1,876		1,822			180			8.1	%	594			32.6	%
Total investor real estate	6,965		6,865		6,869		6,947		7,118			100			1.5	%	(153		)	(2.1	)%
Residential first mortgage	12,471		12,330		12,273		12,212		12,137			141			1.1	%	334			2.8	%
Home equity—first lien	6,355		6,234		6,161		6,096		6,052			121			1.9	%	303			5.0	%
Home equity—second lien	4,512		4,651		4,778		4,903		5,054			(139		)	(3.0	)%	(542		)	(10.7	)%
Indirect—vehicles	3,768		3,708		3,627		3,504		3,376			60			1.6	%	392			11.6	%
Indirect—other consumer ⁽¹⁾	328		237		203		203		200			91			38.4	%	128			64.0	%
Consumer credit card	975		977		975		952		926			(2		)	(0.2	)%	49			5.3	%
Other consumer	970		957		979		970		942			13			1.4	%	28			3.0	%
Total consumer	29,379		29,094		28,996		28,840		28,687			285			1.0	%	692			2.4	%
Total Loans	$	79,175	$	77,942	$	77,182	$	76,279	$	76,390		$	1,233		1.6	%	$	2,785		3.6	%

End of Period Loan Portfolio Balances by Percentage									As of
End of Period Loan Portfolio Balances by Percentage									6/30/2015			3/31/2015			12/31/2014		9/30/2014			6/30/2014
Commercial and industrial									44.1		%	43.0		%	42.4	%	41.6		%	41.0	%
Commercial real estate mortgage—owner-occupied									9.7		%	10.3		%	10.7	%	11.3		%	11.8	%
Commercial real estate construction—owner-occupied									0.6		%	0.6		%	0.5	%	0.5		%	0.5	%
Total commercial									54.4		%	53.9		%	53.6	%	53.4		%	53.3	%
Commercial investor real estate mortgage									5.6		%	5.7		%	6.0	%	6.4		%	6.8	%
Commercial investor real estate construction									3.0		%	3.1		%	2.8	%	2.5		%	2.3	%
Total investor real estate									8.6		%	8.8		%	8.8	%	8.9		%	9.1	%
Residential first mortgage									15.7		%	15.9		%	15.9	%	16.0		%	15.9	%
Home equity—first lien									8.0		%	8.0		%	8.0	%	8.0		%	7.9	%
Home equity—second lien									5.6		%	5.9		%	6.1	%	6.3		%	6.6	%
Indirect—vehicles									4.7		%	4.7		%	4.7	%	4.6		%	4.5	%
Indirect—other consumer ⁽¹⁾									0.5		%	0.4		%	0.3	%	0.2		%	0.2	%
Consumer credit card									1.3		%	1.2		%	1.3	%	1.3		%	1.2	%
Other consumer									1.2		%	1.2		%	1.3	%	1.3		%	1.3	%
Total consumer									37.0		%	37.3		%	37.6	%	37.7		%	37.6	%
Total Loans									100.0		%	100.0		%	100.0	%	100.0		%	100.0	%


(1)	Represents partnerships with third parties, primarily home improvement retailers.

Regions Financial Corporation and Subsidiaries

Financial Supplement to Second Quarter 2015 Earnings Release

Deposits



	As of
													6/30/2015					6/30/2015
($ amounts in millions)	6/30/2015		3/31/2015		12/31/2014		9/30/2014			6/30/2014			vs. 3/31/2015					vs. 6/30/2014
Customer Deposits
Interest-free deposits	$	33,810	$	33,553	$	31,747	$	31,388		$	31,277		$	257		0.8	%	$	2,533		8.1	%
Interest-bearing checking	21,315		21,780		21,544		21,152			21,159			(465		)	(2.1	)%	156			0.7	%
Savings	7,157		7,146		6,653		6,597			6,646			11			0.2	%	511			7.7	%
Money market—domestic	26,417		26,371		25,396		25,983			25,566			46			0.2	%	851			3.3	%
Money market—foreign	258		238		265		243			223			20			8.4	%	35			15.7	%
Low-cost deposits	88,957		89,088		85,605		85,363			84,871			(131		)	(0.1	)%	4,086			4.8	%
Time deposits	8,118		8,389		8,595		8,767			8,951			(271		)	(3.2	)%	(833		)	(9.3	)%
Total Customer Deposits	$	97,075	$	97,477	$	94,200	$	94,130		$	93,822		$	(402	)	(0.4	)%	$	3,253		3.5	%

	Average Balances
($ amounts in millions)	2Q15		1Q15		4Q14		3Q14			2Q14			2Q15 vs. 1Q15					2Q15 vs. 2Q14
Customer Deposits
Interest-free deposits	$	33,708	$	32,255	$	31,951	$	31,184		$	30,866		$	1,453		4.5	%	$	2,842		9.2	%
Interest-bearing checking	21,494		21,769		21,003		20,944			20,476			(275		)	(1.3	)%	1,018			5.0	%
Savings	7,165		6,878		6,635		6,639			6,673			287			4.2	%	492			7.4	%
Money market—domestic	26,233		26,132		25,506		26,095			25,684			101			0.4	%	549			2.1	%
Money market—foreign	250		249		246		253			223			1			0.4	%	27			12.1	%
Low-cost deposits	88,850		87,283		85,341		85,115			83,922			1,567			1.8	%	4,928			5.9	%
Time deposits	8,250		8,500		8,683		8,856			9,067			(250		)	(2.9	)%	(817		)	(9.0	)%
Total Customer Deposits	$	97,100	$	95,783	$	94,024	$	93,971		$	92,989		$	1,317		1.4	%	$	4,111		4.4	%


									As of
End of Period Deposits by Percentage										6/30/2015			3/31/2015			12/31/2014		9/30/2014			6/30/2014
Customer Deposits
Interest-free deposits										34.8		%	34.4		%	33.7	%	33.3		%	33.3	%
Interest-bearing checking										22.0		%	22.4		%	22.9	%	22.5		%	22.6	%
Savings										7.4		%	7.3		%	7.0	%	7.0		%	7.1	%
Money market—domestic										27.2		%	27.1		%	27.0	%	27.6		%	27.3	%
Money market—foreign										0.3		%	0.2		%	0.3	%	0.3		%	0.2	%
Low-cost deposits										91.7		%	91.4		%	90.9	%	90.7		%	90.5	%
Time deposits										8.3		%	8.6		%	9.1	%	9.3		%	9.5	%
Total Customer Deposits										100.0		%	100.0		%	100.0	%	100.0		%	100.0	%

Regions Financial Corporation and Subsidiaries

Financial Supplement to Second Quarter 2015 Earnings Release

Reconciliation to GAAP Financial Measures

Tangible Common Ratios and Capital

The following tables provide the calculation of the end of period “tangible common stockholders’ equity” and "tangible common book value per share" ratios, a reconciliation of stockholders’ equity (GAAP) to tangible common stockholders’ equity (non-GAAP), and the fully phased-in pro-forma of Basel III common equity Tier 1 (non-GAAP).

The calculation of the fully phased-in pro-forma "Common equity Tier 1" (CET1) is based on Regions’ understanding of the Final Basel III requirements. For Regions, the Basel III framework became effective on a phased-in approach starting in 2015 with full implementation beginning in 2019. The calculation provided below includes estimated pro-forma amounts for the ratio on a fully phased-in basis. Regions’ current understanding of the final framework includes certain assumptions, including the Company’s interpretation of the requirements, and informal feedback received through the regulatory process. Regions’ understanding of the framework is evolving and will likely change as analysis and discussions with regulators continue. Because Regions is not currently subject to the fully-phased in capital rules, this pro-forma measure is considered to be a non-GAAP financial measure, and other entities may calculate it differently from Regions’ disclosed calculation.

A company's regulatory capital 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 broad risk categories. The aggregated dollar amount in each category is then multiplied by the prescribed risk-weighted percentage. The resulting weighted values from each of the 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. Common equity Tier 1 capital is then divided by this denominator (risk-weighted assets) to determine the common equity Tier 1 capital ratio. The amounts disclosed as risk-weighted assets are calculated consistent with banking regulatory requirements on a fully phased-in basis.

Since analysts and banking regulators may assess Regions’ capital adequacy using tangible common stockholders' equity and the fully phased-in Basel III framework, we believe that it is useful to provide investors the ability to assess Regions’ capital adequacy on these same bases.



		As of and for Quarter Ended
($ amounts in millions, except per share data)		6/30/2015			3/31/2015			12/31/2014			9/30/2014			6/30/2014
Tangible Common Ratios—Consolidated
Stockholders’ equity (GAAP)		$	16,899		$	17,051		$	16,873		$	17,039		$	16,913
Less:
Preferred stock (GAAP)		852			868			884			900			920
Intangible assets (GAAP)		5,084			5,088			5,091			5,103			5,097
Deferred tax liability related to intangibles (GAAP)		(170		)	(173		)	(172		)	(181		)	(183		)
Tangible common stockholders’ equity (non-GAAP)	A	$	11,133		$	11,268		$	11,070		$	11,217		$	11,079
Total assets (GAAP)		$	121,855		$	122,447		$	119,563		$	119,105		$	118,603
Less:
Intangible assets (GAAP)		5,084			5,088			5,091			5,103			5,097
Deferred tax liability related to intangibles (GAAP)		(170		)	(173		)	(172		)	(181		)	(183		)
Tangible assets (non-GAAP)	B	$	116,941		$	117,532		$	114,644		$	114,183		$	113,689
Shares outstanding—end of quarter	C	1,331			1,343			1,354			1,379			1,378
Tangible common stockholders’ equity to tangible assets (non-GAAP)	A/B	9.52		%	9.59		%	9.66		%	9.82		%	9.74		%
Tangible common book value per share (non-GAAP)	A/C	$	8.37		$	8.39		$	8.18		$	8.14		$	8.04



($ amounts in millions)		6/30/2015			3/31/2015
Basel III Common Equity Tier 1 Ratio—Fully Phased-In Pro-Forma ⁽¹⁾
Stockholder's equity (GAAP)		$	16,899		$	17,051
Non-qualifying goodwill and intangibles		(4,907		)	(4,910		)
Adjustments, including all components of accumulated other comprehensive income, disallowed deferred tax assets, threshold deductions and other adjustments		174			1
Preferred stock (GAAP)		(852		)	(868		)
Basel III common equity Tier 1—Fully Phased-In Pro-Forma (non-GAAP)	D	$	11,314		$	11,274
Basel III risk-weighted assets—Fully Phased-In Pro-Forma (non-GAAP) ⁽²⁾	E	$	103,265		$	101,027
Basel III common equity Tier 1 ratio—Fully Phased-In Pro-Forma (non-GAAP)	D/E	11.0		%	11.2		%


(1)	Current quarter amounts and the resulting ratio are estimated. Regulatory capital measures for periods prior to the first quarter of 2015 were not revised to reflect the retrospective application of new accounting guidance related to investments in qualified affordable housing projects. As a result, those calculations have been removed from the table.


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

Regions Financial Corporation and Subsidiaries

Financial Supplement to Second Quarter 2015 Earnings Release

Forward-Looking Statements


•	Current and future economic and market conditions in the United States generally or in the communities we serve, including the effects of declines in property values, unemployment rates and potential reductions of economic growth, which may adversely affect our lending and other businesses and our financial results and conditions.


•	Possible changes in trade, monetary and fiscal policies of, and other activities undertaken by, governments, agencies, central banks and similar organizations, which could have a material adverse effect on our earnings.


•	The effects of a possible downgrade in the U.S. government’s sovereign credit rating or outlook, which could result in risks to us and general economic conditions that we are not able to predict.


•	Possible changes in market interest rates or capital markets could adversely affect our revenue and expense, the value of assets and obligations, and the availability and cost of capital and liquidity.


•	Any impairment of our goodwill or other intangibles, or any adjustment of valuation allowances on our deferred tax assets due to adverse changes in the economic environment, declining operations of the reporting unit, or other factors.


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


•	Changes in the speed of loan prepayments, loan origination and sale volumes, charge-offs, loan loss provisions or actual loan losses where our allowance for loan losses may not be adequate to cover our eventual losses.


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


•	Our ability to effectively compete with other financial services companies, some of whom possess greater financial resources than we do and are subject to different regulatory standards than we are.


•	Loss of customer checking and savings account deposits as customers pursue other, higher-yield investments, which could increase our funding costs.


•	Our inability to develop and gain acceptance from current and prospective customers for new products and services in a timely manner could have a negative impact on our revenue.

•


•	Our ability to comply with applicable capital and liquidity requirements (including the Basel III capital standards), including our ability to generate capital internally or raise capital on favorable terms, and if we fail to meet requirements, our financial condition could be negatively impacted.


•	The costs, including possibly incurring fines, penalties, or other negative effects (including reputational harm) of any adverse judicial, administrative, or arbitral rulings or proceedings, regulatory enforcement actions, or other legal actions to which we or any of our subsidiaries are a party, and which may adversely affect our results.


•	Our 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 our business.


•	Possible changes in consumer and business spending and saving habits and the related effect on our ability to increase assets and to attract deposits, which could adversely affect our net income.


•	Any inaccurate or incomplete information provided to us by our customers or counterparties.


•	Inability of our framework to manage risks associated with our business such as credit risk and operational risk, including third-party vendors and other service providers, which could, among other things, result in a breach of operating or security systems as a result of a cyber attack or similar act.


•	The inability of our internal disclosure controls and procedures to prevent, detect or mitigate any material errors or fraudulent acts.


•	The effects of geopolitical instability, including wars, conflicts and terrorist attacks and the potential impact, directly or indirectly on our businesses.


•	The effects of man-made and natural disasters, including fires, floods, droughts, tornadoes, hurricanes, and environmental damage, which may negatively affect our operations and/or our loan portfolios and increase our cost of conducting business.


•	Our inability to keep pace with technological changes could result in losing business to competitors.


•	Our ability to identify and address cyber-security risks such as data security breaches, "denial of service" attacks, "hacking" and identity theft, a failure of which could disrupt our business and result in the disclosure of and/or misuse or misappropriation of confidential or proprietary information; increased costs; losses; or adverse effects to our reputation.


•	Possible downgrades in our credit ratings or outlook could increase the costs of funding from capital markets.


•	The effects of problems encountered by other financial institutions that adversely affect us or the banking industry generally could require us to change certain business practices, reduce our revenue, impose additional costs on us, or otherwise negatively affect our businesses.


•	The effects of the failure of any component of our business infrastructure provided by a third party could disrupt our businesses; result in the disclosure of and/or misuse of confidential information or proprietary information; increase our costs; negatively affect our reputation; and cause losses.


•	Our ability to receive dividends from our subsidiaries could affect our liquidity and ability to pay dividends to stockholders.


•	Changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or other regulatory agencies could materially affect how we report our financial results.


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

Regions Financial Corporation and Subsidiaries

Financial Supplement to Second Quarter 2015 Earnings Release

Forward-Looking Statements (Continued)

Regions’ Investor Relations contacts are List Underwood and Dana Nolan at (205) 581-7890; Regions’ Media contact is Evelyn Mitchell at (205) 264-4551.

2nd Quarter Earnings Conference Call July 21, 2015 ®

Continued Momentum 2 *Annualized (1) Available to common shareholders (2) Excluding loans held for sale (3) Non-GAAP; see appendix for reconciliation ($ in millions, except per share data) 2Q15 1Q15 Change Net Income(1) $269 $218 23% Diluted EPS $0.20 $0.16 25% Diluted EPS Impact from significant items $0.01 ($0.02) NA Ending Loans $80,149 $78,243 2% Average Deposits $97,100 $95,783 1% Net Charge-offs as % of average loans* 0.23% 0.28% 5 bps Non-accrual loans(2) as % of loans 0.94% 1.02% 8 bps • Successfully executing on strategic priorities • Growth in checking accounts, households, Regions360™ accounts and credit card accounts • Total adjusted(3) revenue growth of 3% • Net interest income growth of 1% and adjusted(3) non-interest income growth of 7% • Loan growth of 2% and production increased 28% • Asset quality stable to improving 2Q15 Highlights

Loans 3 For the quarter:  Ending loan balances up $1.9B or 2%  Business lending achieved solid growth as balances increased 3%  Production increased 29%  Commercial and industrial grew 5%  Line utilization increased 97 basis points and commitments increased 3%  Consumer lending had a strong quarter with every category achieving growth  Mortgage balances up $171 MM as production increased 26% - loan applications were 68% purchase and pull through rate increased 200 bps  Indirect vehicle loans up 2% as production increased 12%  Indirect lending other increased $111 MM due to new product offerings  Credit card balances increased 3%  Home equity balances increased for the first time in more than six years Note: All percentage growth is for ending loans on a linked quarter basis Ending loan balances ($ in billions) Average loan balances ($ in billions) $76.5 $76.6 $77.3 $78.2 $80.1 2Q14 3Q14 4Q14 1Q15 2Q15 $76.4 $76.3 $77.2 $77.9 $79.2 2Q14 3Q14 4Q14 1Q15 2Q15

11 bps 11 bps 11 bps 12 bps 11 bps 2Q14 3Q14 4Q14 1Q15 2Q15 $93.8 $94.1 $94.2 $97.5 $97.1 2Q14 3Q14 4Q14 1Q15 2Q15 Deposits and funding costs 4 31 bps 30 bps 29 bps 29 bps 25 bps 2Q14 3Q14 4Q14 1Q15 2Q15 Deposit costs Funding costs Ending deposit balances ($ in billions) Average deposit balances ($ in billions) $93.0 $94.0 $94.0 $95.8 $97.1 2Q14 3Q14 4Q14 1Q15 2Q15

$838 $837 $837 $832 $839 3.24% 3.18% 3.17% 3.18% 3.16% 2Q14 3Q14 4Q14 1Q15 2Q15 Net Interest Income (FTE) Net Interest Margin Net interest income and net interest margin  Net interest income on an FTE basis increased $7 million or 1%  Principal drivers were one additional day, loan growth and lower cost of wholesale borrowings, partially offset by the low rate environment and lower loan spreads  Net interest margin declined 2 basis points to 3.16%, primarily affected by pressure on asset yields 5 ($ in millions)

Non-interest income  Non-interest income included $90 million of revenue from insurance proceeds  Adjusted non-interest income(1) increased 7%, reflecting Regions’ commitment to diversify and grow fee based revenues  Mortgage income increased 15% reflecting increased loan production as well as improvement in the market valuation of MSRs  Capital markets grew fees by $7 million driven by loan placement services, corporate fixed income underwriting and M&A advisory fees  Card and ATM fees increased 6% due to an increase in consumer spending and total transactions  Commercial credit fee income increased $5 million including a reclassification from net interest income  Service charges increased 4% 6 (1) Non-GAAP; see appendix for reconciliation (2) Total Wealth Management income presented above does not include the portion of service charges on deposit accounts and similar smaller dollar amounts that are also attributable to the Wealth Management segment.

$827 $826 $859 $840 $859 $(7) $110 $65 $75 $820 $826 $969 $905 $934 2Q14 3Q14 4Q14 1Q15 2Q15 Adjusted Non-Interest Expense⁽¹⁾ Selected Items⁽¹⁾ ($ in millions) Non-interest expense  Expense included $75 million of selected items(1)  Included net expense for contingent legal and regulatory items for previously disclosed matters of $48 million  Included a $27 million charge related to the valuation of properties identified for sale  Net occupancy expenses declined 2% aided by branch consolidations executed in prior periods  Salaries and benefits increased 4% resulting from annual merit increases and an unusually low first quarter and additional incentives tied to revenue  Outside services increased $9 million due in part to fees related to revenue generation as well as risk management activities  Deposit administrative fees declined due to refunds related to prior periods  Adjusted efficiency ratio(1) was 64.5%, an improvement of 40 basis points 7 (1) Non-GAAP; see appendix for reconciliation

(1) Excludes loans held for sale (2) Includes commercial and investor real estate loans only (3) The All Other category includes TDRs classified as held for sale for the following periods : $16M in 2Q14, $13M in 3Q14, $29M in 4Q14, $19M in 1Q15 and $18M in 2Q15. $67 $75 $83 $54 $46 0.35% 0.39% 0.42% 0.28% 0.23% 2Q14 3Q14 4Q14 1Q15 2Q15 Net Charge-Offs Net Charge-Offs ratio 452 452 468 478 471 992 866 750 666 576 383 376 368 361 357 $1,827 $1,694 $1,586 $1,505 $1,404 2Q14 3Q14 4Q14 1Q15 2Q15 Residential First Mortgage All Other⁽³⁾ Home Equity $899 $837 $829 $800 $751 137% 141% 133% 137% 149% 2Q14 3Q14 4Q14 1Q15 2Q15 NPLs Coverage Ratio 1,724 1,688 1,493 1,727 1,787 1,327 1,297 1,206 1,097 1,163 $3,051 $2,985 $2,699 $2,824 $2,950 2Q14 3Q14 4Q14 1Q15 2Q15 Classified Loans Special Mention Asset quality 8 Net charge-offs and ratio ($ in millions) NPLs and coverage ratio(1) ($ in millions) Troubled debt restructurings ($ in millions) Criticized and classified loans(2) ($ in millions)

82% 81% 82% 80% 83% 2Q14 3Q14 4Q14 1Q15 2Q15 12.5% 12.7% 12.5% 12.2% 12.0% 2Q14 3Q14 4Q14 1Q15 2Q15 Capital and liquidity  Repurchased $172 million or 17 million shares of common stock and declared dividends of $80 million  Returned 94% of earnings to shareholders  Transitional basis Basel III Common Equity Tier 1 ratio estimated at 11.2%, well above minimum threshold  Regions remains well-positioned to be fully compliant with the Liquidity Coverage Ratio 9 (1) Current quarter ratios are estimated (2) Regions’ prior period regulatory capital ratios have not been revised to reflect the retrospective application of new accounting guidance related to investments in qualified affordable housing projects. (3) Beginning in the first quarter of 2015, Regions’ regulatory capital ratios are calculated pursuant to the phase-in provisions of the Basel III capital rules. All prior period ratios were calculated pursuant to the Basel I capital rules. (4) Non-GAAP; see appendix for reconciliation (5) Based on ending balances Common equity Tier 1 ratio – Fully phased-in pro-forma(1)(2)(4) Loan to deposit ratio(5) Tier 1 capital ratio(1)(2)(3) 11.0% 11.2% 11.0% 11.2% 11.0% 2Q14 3Q14 4Q14 1Q15 2Q15

Expectations for 2015  Economic growth expected to pick up over the remainder of the year  Continued improvement in housing prices expected  Expect an increase in short- term rates in latter part of 2015 10 Economy Loans NIM / Operating leverage  Expect total loan growth in the 4% to 6% range on a point-to- point basis  Commercial and industrial loans expected to drive growth within business lending portfolio  Indirect vehicle lending growth should continue  Indirect other consumer category should accelerate with new product offerings  Credit card growth anticipated to continue in near term  Mortgage balances should increase as housing market slowly improves  Home equity loans expected to modestly increase  Look for margin to remain relatively stable over the balance of 2015  Anticipate net interest income growth under baseline expectations for loan growth and an increase in interest rates later in the year  Committed to generating positive operating leverage over time Deposits  Expect full year average balance growth of 1% to 2%

11 Appendix

Energy lending 12  Securities portfolio contains ~$265MM of high quality, investment grade corporate grade bonds that are energy related at 6/30/15 Energy Loan Portfolio Outstandings ($ in millions) As of 12/31/14 As of 3/31/15 As of 6/30/15 Oilfield Services and supply $1,247 $1,192 $1,216 Exploration and production (Upstream) 1,135 1,123 958 Midstream 202 258 284 Downstream 61 45 67 Other 200 227 176 Total Energy – Oil, Gas and Coal 2,845 2,845 2,701 Indirect exposure: 511 497 570 Direct and indirect exposure $3,356 $3,342 $3,271

13 Non-GAAP reconciliation: Non-interest expense and efficiency ratio NM - Not Meaningful (1) Regions recorded $50 million and $100 million of contingent legal and regulatory accruals during the second quarter of 2015 and the fourth quarter of 2014, respectively, related to previously disclosed matters. The fourth quarter of 2014 accruals were settled in the second quarter of 2015 for $2 million less than originally estimated and a corresponding recovery was recognized. (2) Regions recorded a non-tax deductible regulatory charge of $58 million during the fourth quarter of 2013 related to previously disclosed inquiries from government authorities. These matters were settled in the second quarter of 2014 for $7 million less than originally estimated and a corresponding recovery was recognized. (3) Branch consolidation, property and equipment charges in the second quarter of 2015 resulted from the transfer of land, previously held for future branch expansion, to held for sale based on changes in management's intent. (4) Insurance proceeds recognized in the second quarter of 2015 are related to the settlement of the previously disclosed 2010 class-action lawsuit. The table below presents computations of the efficiency ratio (non-GAAP), which is a measure of productivity, generally calculated as non-interest expense divided by total revenue. Management uses this ratio to monitor performance and believes this measure provides meaningful information to investors. Non-interest expense (GAAP) is presented excluding certain adjustments to arrive at adjusted non-interest expense (non-GAAP), which is the numerator for the efficiency ratio. Non-interest income (GAAP) is presented excluding certain adjustments to arrive at adjusted non-interest income (non-GAAP). Net interest income on a taxable-equivalent basis and non-interest income are added together to arrive at total revenue on a taxable-equivalent basis. Adjustments are made to arrive at adjusted total revenue on a taxable-equivalent basis (non-GAAP), which is the denominator for the efficiency ratio. Regions believes that the exclusion of these adjustments provides a meaningful base for period-to-period comparisons, which management believes will assist investors in analyzing the operating results of the Company and predicting future performance. These non-GAAP financial measures are also used by management to assess the performance of Regions’ business. It is possible that the activities related to the adjustments may recur; however, management does not consider the activities related to the adjustments to be indications of ongoing operations. Regions believes that presentation of these non-GAAP financial measures will permit investors to assess the performance of the Company on the same basis as that applied by management. Quarter Ended ($ amounts in millions) 6/30/2015 3/31/2015 12/31/2014 9/30/2014 6/30/2014 2Q15 vs. 1Q15 2Q15 vs. 2Q14 ADJUSTED EFFICIENCY AND FEE INCOME RATIOS, ADJUSTED NON-INTEREST INCOME/EXPENSE- CONTINUING OPERATIONS Non-interest expense (GAAP) $ 934 $ 905 $ 969 $ 826 $ 820 $ 29 3.2 % $ 114 13.9 % Adjustments: Professional, legal and regulatory expenses (1)(2) (48 ) — (100 ) — 7 (48 ) NM (55 ) NM Branch consolidation, property and equipment charges (3) (27 ) (22 ) (10 ) — — (5 ) 22.7 % (27 ) NM Loss on early extinguishment of debt — (43 ) — — — 43 (100.0 )% — NM Adjusted non-interest expense (non-GAAP) A $ 859 $ 840 $ 859 $ 826 $ 827 $ 19 2.3 % $ 32 3.9 % Net interest income (GAAP) $ 820 $ 815 $ 820 $ 821 $ 823 $ 5 0.6 % $ (3 ) (0.4 )% Taxable-equivalent adjustment 19 17 17 16 15 2 11.8 % 4 26.7 % Net interest income, taxable-equivalent basis B $ 839 $ 832 $ 837 $ 837 $ 838 $ 7 0.8 % $ 1 0.1 % Non-interest income (GAAP) C $ 590 $ 470 $ 474 $ 497 $ 475 $ 120 25.5 % $ 115 24.2 % Adjustments: Securities gains, net (6 ) (5 ) (12 ) (7 ) (6 ) (1 ) 20.0 % — NM Insurance proceeds (4) (90 ) — — — — (90 ) NM (90 ) NM Leveraged lease termination gains, net — (2 ) — (9 ) — 2 (100.0 )% — NM Adjusted non-interest income (non-GAAP) D $ 494 $ 463 $ 462 $ 481 $ 469 $ 31 6.7 % $ 25 5.3 % Total revenue, taxable-equivalent basis B+C $ 1,429 $ 1,302 $ 1,311 $ 1,334 $ 1,313 $ 127 9.8 % $ 116 8.8 % Adjusted total revenue, taxable-equivalent basis (non-GAAP) B+D=E $ 1,333 $ 1,295 $ 1,299 $ 1,318 $ 1,307 $ 38 2.9 % $ 26 2.0 % Adjusted efficiency ratio (non-GAAP) A/E 64.5 % 64.9 % 66.1 % 62.7 % 63.2 %

Non-GAAP reconciliation: Basel III common equity Tier 1 ratio – fully phased-in pro- forma The calculation of the fully phased-in pro-forma "Common equity Tier 1" (CET1) is based on Regions’ understanding of the Final Basel III requirements. For Regions, the Basel III framework became effective on a phased- in approach starting in 2015 with full implementation beginning in 2019. The calculation provided below includes estimated pro-forma amounts for the ratio on a fully phased-in basis. Regions’ current understanding of the final framework includes certain assumptions, including the Company’s interpretation of the requirements, and informal feedback received through the regulatory process. Regions’ understanding of the framework is evolving and will likely change as analysis and discussions with regulators continue. Because Regions is not currently subject to the fully-phased in capital rules, this pro-forma measure is considered to be a non-GAAP financial measure, and other entities may calculate it differently from Regions’ disclosed calculation. A company's regulatory capital 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 broad risk categories. The aggregated dollar amount in each category is then multiplied by the prescribed risk-weighted percentage. The resulting weighted values from each of the 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. Common equity Tier 1 capital is then divided by this denominator (risk- weighted assets) to determine the common equity Tier 1 capital ratio. The amounts disclosed as risk-weighted assets are calculated consistent with banking regulatory requirements on a fully phased-in basis. Since analysts and banking regulators may assess Regions’ capital adequacy using the fully phased-in Basel III framework, we believe that it is useful to provide investors the ability to assess Regions’ capital adequacy on this same basis. (1) Current quarter amount and the resulting ratio are estimated. Regulatory capital measures for periods prior to the first quarter of 2015 were not revised to reflect the retrospective application of new accounting guidance related to investments in qualified affordable housing projects. As a result, those calculations have been removed from the table. (2) Regions continues to develop systems and internal controls to precisely calculate risk-weighted assets as required by Basel III on a fully phased-in basis. The amount included above is a reasonable approximation, based on our understanding of the requirements. 14 ($ amounts in millions) 6/30/2015 3/31/2015 Basel III Comm n Equity Tier 1 Ratio—Fully Phased-In Pro-Forma (1) Stockholder's equity (GAAP) $ 16,899 $ 17,051 Non-qualifying goodwill and intangibles (4,907 ) (4,910 ) Adjustments, including all components of accumulated other comprehensive income, disallowed deferred tax assets, threshold deductions and other adjustments 174 1 Preferred stock (GAAP) (852 ) (868 ) Basel III common equity Tier 1—Fully Phased-In Pro-Forma (non-GAAP) A $ 11,314 $ 11,274 Basel III risk-weighted assets—Fully Phased-In Pro-Forma (non-GAAP) (2) B $ 103,265 $ 101,027 Basel III common equity Tier 1 ratio—Fully Phased-In Pro-Forma (non-GAAP) A/B 11.0 % 11.2 %

Forward-looking statements 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" of Regions' Annual Report on Form 10-K for the year ended December 31, 2014, as filed with the Securities and Exchange Commission. The words “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “targets,” “projects,” “outlook,” “forecast,” “will,” “may,” “could,” “should,” “can,” 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. This presentation may include forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995, which reflect Regions’ current views with respect to future events and financial performance. 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: 15 • Current and future economic and market conditions in the United States generally or in the communities we serve, including the effects of declines in property values, unemployment rates and potential reductions of economic growth, which may adversely affect our lending and other businesses and our financial results and conditions. • Possible changes in trade, monetary and fiscal policies of, and other activities undertaken by, governments, agencies, central banks and similar organizations, which could have a material adverse effect on our earnings. • The effects of a possible downgrade in the U.S. government’s sovereign credit rating or outlook, which could result in risks to us and general economic conditions that we are not able to predict. • Possible changes in market interest rates or capital markets could adversely affect our revenue and expense, the value of assets and obligations, and the availability and cost of capital and liquidity. • Any impairment of our goodwill or other intangibles, or any adjustment of valuation allowances on our deferred tax assets due to adverse changes in the economic environment, declining operations of the reporting unit, or other factors. • Possible changes in the creditworthiness of customers and the possible impairment of the collectability of loans. • Changes in the speed of loan prepayments, loan origination and sale volumes, charge-offs, loan loss provisions or actual loan losses where our allowance for loan losses may not be adequate to cover our eventual losses. • Possible acceleration of prepayments on mortgage-backed securities due to low interest rates, and the related acceleration of premium amortization on those securities. • Our ability to effectively compete with other financial services companies, some of whom possess greater financial resources than we do and are subject to different regulatory standards than we are. • Loss of customer checking and savings account deposits as customers pursue other, higher-yield investments, which could increase our funding costs. • Our inability to develop and gain acceptance from current and prospective customers for new products and services in a timely manner could have a negative impact on our revenue. • Changes in laws and regulations affecting our businesses, such as the Dodd-Frank Act and other legislation and regulations relating to bank products and services, as well as changes in the enforcement and interpretation of such laws and regulations by applicable governmental and self-regulatory agencies, which could require us to change certain business practices, increase compliance risk, reduce our revenue, impose additional costs on us, or otherwise negatively affect our businesses. • Our ability to obtain no regulatory objection (as part of the comprehensive capital analysis and review ("CCAR") process or otherwise) to take certain capital actions, including paying dividends and any plans to increase common stock dividends, repurchase common stock under current or future programs, or redeem preferred stock or other regulatory capital instruments, may impact our ability to return capital to stockholders and market perceptions of us. • Our ability to comply with applicable capital and liquidity requirements (including the finalized Basel III capital standards), including our ability to generate capital internally or raise capital on favorable terms, and if we fail to meet requirements, our financial condition could be negatively impacted. • The costs, including possibly incurring fines, penalties, or other negative effects (including reputational harm) of any adverse judicial, administrative, or arbitral rulings or proceedings, regulatory enforcement actions, or other legal actions to which we or any of our subsidiaries are a party, and which may adversely affect our results. • Our 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 our business. • Possible changes in consumer and business spending and saving habits and the related effect on our ability to increase assets and to attract deposits, which could adversely affect our net income. • Any inaccurate or incomplete information provided to us by our customers or counterparties. • Inability of our framework to manage risks associated with our business such as credit risk and operational risk, including third-party vendors and other service providers, which could, among other things, result in a breach of operating or security systems as a result of a cyber attack or similar act. • The inability of our internal disclosure controls and procedures to prevent, detect or mitigate any material errors or fraudulent acts. • The effects of geopolitical instability, including wars, conflicts and terrorist attacks and the potential impact, directly or indirectly on our businesses. • The effects of man-made and natural disasters, including fires, floods, droughts, tornadoes, hurricanes, and environmental damage, which may negatively affect our operations and/or our loan portfolios and increase our cost of conducting business. • Our inability to keep pace with technological changes could result in losing business to competitors. • Our ability to identify and address cyber-security risks such as data security breaches, "denial of service" attacks, "hacking" and identity theft, a failure of which could disrupt our business and result in the disclosure of and/or misuse or misappropriation of confidential or proprietary information; increased costs; losses; or adverse effects to our reputation. • Possible downgrades in our credit ratings or outlook could increase the costs of funding from capital markets. • The effects of problems encountered by other financial institutions that adversely affect us or the banking industry generally could require us to change certain business practices, reduce our revenue, impose additional costs on us, or otherwise negatively affect our businesses. • The effects of the failure of any component of our business infrastructure provided by a third party could disrupt our businesses; result in the disclosure of and/or misuse of confidential information or proprietary information; increase our costs; negatively affect our reputation; and cause losses. • Our ability to receive dividends from our subsidiaries could affect our liquidity and ability to pay dividends to stockholders. • Changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or other regulatory agencies could materially affect how we report our financial results. • The effects of any damage to our reputation resulting from developments related to any of the items identified above.

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Form 8-K REGIONS FINANCIAL CORP For: Jul 20

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