Form 8-K REGIONS FINANCIAL CORP For: Oct 19

October 20, 2015 6:03 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): October 19, 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 October 20, 2015, Regions Financial Corporation (“Regions”) will issue a press release announcing its preliminary results of operations for the quarter ended September 30, 2015. A copy of the press release is attached hereto as Exhibit 99.1. Supplemental financial information for the quarter ended September 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 October 20, 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 November 20, 2015.

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

Item 9.01 Financial Statements and Exhibits

(d) Exhibits



99.1			Press Release dated October 20, 2015
99.2			Supplemental Financial Information
99.3			Visual Presentation of October 20, 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: October 19, 2015

Exhibit 99.1



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

Regions reports third quarter earnings; results reflect continued growth in loans

and higher net interest income

BIRMINGHAM, Ala. - (BUSINESS WIRE) - October 20, 2015 - Regions Financial Corporation (NYSE: RF) today announced earnings for the third quarter of 2015. The company reported net income available to common shareholders from continuing operations of $246 million and earnings per diluted share of $0.19.

“This quarter’s results affirm that our focus on meeting customer needs and diversifying our business model is producing results,” said Grayson Hall, chairman, president and CEO. “We acquired new customers and increased loans to consumers and businesses while also growing net interest income.”

SUMMARY OF THIRD QUARTER 2015 RESULTS:



	Quarter Ended
($ amounts in millions, except per share data)	9/30/2015			6/30/2015			9/30/2014
Income from continuing operations (A)	$	262		$	289		$	317
Income (loss) from discontinued operations, net of tax	(4		)	(4		)	3
Net income	258			285			320
Preferred dividends (B)	16			16			20
Net income available to common shareholders	$	242		$	269		$	300
Net income from continuing operations available to common shareholders (A) – (B)	$	246		$	273		$	297

Diluted earnings per common share from continuing operations:	$	0.19		$	0.20		$	0.21

Diluted earnings per common share:	$	0.18		$	0.20		$	0.22

Third quarter 2015 results compared to third quarter 2014:


•	Ending loans totaled $81 billion, an increase of $4 billion or 6 percent as production increased 20 percent.


◦	Business lending balances increased 7 percent as production increased 19 percent.


◦	Consumer lending balances increased 4 percent as production increased 24 percent.


•	Average deposit balances totaled $97 billion, an increase of $3 billion or 3 percent; low-cost deposits increased 5 percent.


•	Net interest income increased $15 million or 2 percent; net interest margin declined 5 basis points to 3.13 percent.


•	Non-interest income totaled $497 million, an increase of 1 percent on an adjusted basis⁽¹⁾.


•	Non-interest expenses increased 8 percent on an adjusted basis⁽¹⁾.


•	Net charge-offs declined 20 percent, representing 0.30 percent of average loans and non-accrual loans (excluding loans held for sale) declined 6 percent.

Third quarter 2015 results compared to second quarter 2015:


•	Ending loans increased $914 million or 1 percent.


◦	Business lending balances increased 1 percent.


◦	Consumer lending balances increased 2 percent.


•	Average deposit balances were $97 billion, up modestly from the prior quarter.


•	Net interest income increased 2 percent; net interest margin declined 3 basis points.


•	Non-interest income decreased 2 percent on an adjusted basis⁽¹⁾.


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


•	Total loan loss provision declined $3 million and non-accrual loans (excluding loans held for sale) were 0.97 percent of total loans.


•	The fully phased-in pro-forma Common Equity Tier 1 ratio⁽¹⁾⁽²⁾was estimated at 10.7 percent and the loan-to-deposit ratio was 83 percent.

THIRD QUARTER 2015 FINANCIAL RESULTS:

Selected items impacting earnings



	Quarter Ended
($ amounts in millions, except per share data)	9/30/2015			6/30/2015
Pre-tax select items:
Insurance proceeds				$	90
Professional, legal and regulatory expenses				(48		)
Branch consolidation, property and equipment charges				(27		)
Deposit administrative fee (assessment)/refunds*	$	(23	)	6

Diluted EPS impact	(0.01		)	0.01

* June 30, 2015 column above has been adjusted to reflect deposit administrative fee refunds

Deposit administrative fees increased from the second quarter due to an expense of $23 million related to prior assessments, while second quarter included a $6 million refund from over payments.

Total revenue



	Quarter Ended
($ amounts in millions)	9/30/2015			6/30/2015			9/30/2014			3Q15 vs. 2Q15					3Q15 vs. 3Q14
Net interest income	$	836		$	820		$	821		$	16		2.0	%	$	15		1.8	%
Net interest income (FTE)	$	855		$	839		$	837		$	16		1.9	%	$	18		2.2	%
Net interest margin (FTE)	3.13		%	3.16		%	3.18		%

Non-interest income:
Service charges on deposit accounts	167			168			181			(1		)	(0.6	)%	(14		)	(7.7	)%
Card and ATM fees	93			90			85			3			3.3	%	8			9.4	%
Wealth management	102			97			90			5			5.2	%	12			13.3	%
Mortgage income	39			46			39			(7		)	(15.2	)%	—			—	%
Bank-owned life insurance	17			18			20			(1		)	(5.6	)%	(3		)	(15.0	)%
Capital markets fee income and other	29			27			24			2			7.4	%	5			20.8	%
Commercial credit fee income	20			21			16			(1		)	(4.8	)%	4			25.0	%
Insurance proceeds	—			90			—			(90		)	(100.0	)%	—			NM
Other	30			33			42			(3		)	(9.1	)%	(12		)	(28.6	)%
Non-interest income	497			590			497			(93		)	(15.8	)%	—			—	%
Total Revenue	$	1,333		$	1,410		$	1,318		$	(77	)	(5.5	)%	$	15		1.1	%

Adjusted total revenue, taxable-equivalent basis (non-GAAP)⁽¹⁾	$	1,339		$	1,333		$	1,318		$	6		0.5	%	$	21		1.6	%

Total revenue was $1.3 billion, an increase of $6 million on an adjusted basis⁽¹⁾ compared to the prior quarter. The increase was driven by higher net interest income. Net interest income on a fully taxable equivalent basis was $855 million, an increase of $16 million or 2 percent from the previous quarter. The increase was driven primarily by loan growth and balance sheet hedging strategies, partially offset by the persistently low interest rate environment and lower loan spreads. The net interest margin decreased 3 basis points from the second quarter to 3.13 percent, related to lower asset yields and higher cash balances.

Non-interest income totaled $497 million in the third quarter, a decline of 2 percent on an adjusted basis⁽¹⁾, relative to a strong second quarter. The quarter-over-quarter decline was driven in part by lower mortgage revenue due to lower benefit from the mortgage servicing rights and related hedge. However, other categories including wealth management, capital markets and card and ATM income increased from the second quarter.

Wealth Management income increased $5 million or 5 percent driven by a 15 percent increase in insurance income. The company continues to invest in the insurance group and in the third quarter acquired an insurance team from Atlanta, GA, that specializes in group employee benefits. Regions will continue to evaluate additional opportunities to expand capabilities and meet the needs of a diverse group of customers.

Capital Markets income increased $2 million to $29 million, mainly related to fees for loan syndications. In addition, card and ATM fees increased $3 million or 3 percent quarter-over-quarter due to increased credit card usage as well as number of active credit cards.

Non-interest expense



	Quarter Ended
($ amounts in millions)	9/30/2015		6/30/2015		9/30/2014		3Q15 vs. 2Q15					3Q15 vs. 3Q14
Salaries and employee benefits	$	470	$	477	$	456	$	(7	)	(1.5	)%	$	14		3.1	%
Professional, legal and regulatory expenses	25		71		36		(46		)	(64.8	)%	(11		)	(30.6	)%
Net occupancy expense	90		89		92		1			1.1	%	(2		)	(2.2	)%
Furniture and equipment expense	77		76		73		1			1.3	%	4			5.5	%
Outside services	38		40		32		(2		)	(5.0	)%	6			18.8	%
Deposit administrative fee	46		15		20		31			206.7	%	26			130.0	%
Branch consolidation, property and equipment charges	1		27		—		(26		)	(96.3	)%	1			NM
Credit/checkcard expenses	15		13		11		2			15.4	%	4			36.4	%
Other	133		126		106		7			5.6	%	27			25.5	%
Total non-interest expense from continuing operations	$	895	$	934	$	826	$	(39	)	(4.2	)%	$	69		8.4	%
Total adjusted non-interest expense⁽¹⁾	$	894	$	859	$	826	$	35		4.1	%	$	68		8.2	%

Non-interest expense totaled $895 million in the third quarter, an increase of 4 percent on an adjusted basis⁽¹⁾compared to the second quarter. Deposit administrative fees increased $31 million, primarily due to an expense of $23 million related to prior assessments, while second quarter included a $6 million refund from over payments. Future run rates for this expense should be in the $22 million to $25 million range per quarter.

Total salaries and benefits declined 1 percent from the previous quarter. Although additional headcount drove an increase in base salaries, this was offset by lower performance based incentives. Outside services expense declined 5 percent from the prior quarter due to lower risk management and compliance related costs. Additionally, net occupancy expenses increased, due in part to higher utility costs. Furniture and equipment expenses increased as the company continues to make investments in technology and infrastructure that will improve efficiency over the long term.

The adjusted efficiency ratio⁽¹⁾ was 66.8 percent. Excluding the additional assessment expenses related to deposit administrative fees, the resulting efficiency ratio⁽¹⁾ was 65.0 percent. Under the current operating environment

with continued low interest rates, the company is committed to disciplined expense management and is taking steps to improve efficiencies and lower costs.

Income taxes

The effective tax rate for the third quarter was 30.7 percent compared to 30.1 percent in the second quarter, which included additional benefits from the conclusion of state and federal tax exams.

Loans



	As of and for Quarter Ended
							09/30/2015					09/30/2015
($ amounts in millions)	9/30/2015		6/30/2015		9/30/2014		vs. 6/30/2015					vs. 9/30/2014
Total commercial	$	44,053	$	43,592	$	40,873	$	461		1.1	%	$	3,180		7.8%
Total investor real estate	6,911		6,928		6,818		(17		)	(0.2	)%	93			1.4%
Business Lending	50,964		50,520		47,691		444			0.9	%	3,273			6.9%
Residential first mortgage	12,730		12,589		12,264		141			1.1	%	466			3.8%
Home equity	10,947		10,899		10,968		48			0.4	%	(21		)	(0.2)%
Indirect—vehicles	3,895		3,782		3,543		113			3.0	%	352			9.9%
Indirect—other consumer	490		383		202		107			27.9	%	288			142.6%
Consumer credit card	1,016		992		964		24			2.4	%	52			5.4%
Other consumer	1,021		984		975		37			3.8	%	46			4.7%
Consumer Lending	30,099		29,629		28,916		470			1.6	%	1,183			4.1%
Total Loans	$	81,063	$	80,149	$	76,607	$	914		1.1	%	$	4,456		5.8%

Average Loans	$	80,615	$	79,175	$	76,279	$	1,440		1.8	%	$	4,336		5.7%

Total loan balances were $81 billion at the end of the quarter, an increase of $914 million or 1 percent. Importantly, this growth occurred across most product lines and geographies.

The business lending portfolio totaled $51 billion at the end of the quarter, an increase of $444 million or 1 percent, driven by specialized lending, which experienced growth across all categories. This growth was led by power and utilities, healthcare, technology and defense and restaurant. Total commercial loans increased $461 million or 1 percent while investor real estate loans remained relatively stable. Commitments increased 2 percent; however, commercial line utilization declined 33 basis points to 46.0 percent from the previous quarter.

The consumer lending portfolio increased 2 percent from the prior quarter, reaching $30 billion at period end, with growth in every product category. Residential first mortgage balances increased 1 percent and home equity balances increased $48 million as new production outpaced run-off. Indirect-vehicle lending continued to expand as balances increased $113 million or 3 percent from the previous quarter and production increased 8 percent. Indirect-other increased $107 million or 28 percent as the company continued to diversify its consumer loan portfolio. Additionally, consumer credit card balances increased $24 million or 2 percent as active credit cards

increased 3 percent and the company's penetration rate of existing customers increased to approximately 17 percent.

Deposits



	As of and for Quarter Ended
							09/30/2015				09/30/2015
($ amounts in millions)	9/30/2015		6/30/2015		9/30/2014		vs. 6/30/2015				vs. 9/30/2014
Low-cost deposits	$	89,194	$	88,957	$	85,363	$	237		0.3%	$	3,831		4.5%
Time deposits	7,984		8,118		8,767		(134		)	(1.7)%	(783		)	(8.9)%
Total Deposits	$	97,178	$	97,075	$	94,130	$	103		0.1%	$	3,048		3.2%

Average Deposits	$	97,166	$	97,100	$	93,971	$	66		0.1%	$	3,195		3.4%

Total average deposit balances were $97 billion, an increase of $66 million from the prior quarter. Average low-cost deposits increased $206 million in the quarter and represented 92 percent of average deposits in the third quarter, reflecting the company's solid funding base. Deposit costs remained near historical lows at 11 basis points and total funding costs remained at 25 basis points.

Asset quality



	As of and for the Quarter Ended
	9/30/2015	6/30/2015	9/30/2014
ALL/Loans, net	1.38%	1.39%	1.54%
Net loan charge-offs as a % of average loans, annualized	0.30%	0.23%	0.39%
Non-accrual loans, excluding loans held for sale/Loans, net	0.97%	0.94%	1.09%
NPAs (ex. 90+ past due)/Loans, foreclosed properties and non-performing loans held for sale	1.14%	1.13%	1.30%
NPAs (inc. 90+ past due)/Loans, foreclosed properties and non-performing loans held for sale	1.40%	1.38%	1.61%
Total TDRs	1,312	1,404	1,694

Net charge-offs totaled $60 million and represented 0.30 percent of average loans. The provision for loan losses was $60 million and the resulting allowance for loan and lease losses was 1.38 percent of total loans outstanding at the end of the quarter. Non-accrual loans (excluding loans held for sale) were 0.97 percent of total loans, an increase of 3 basis points from the prior quarter; however, troubled debt restructured loans declined 7 percent. Total business services criticized and classified loans increased 10 percent which was driven by some weakening in a small number of larger loans primarily within the energy portfolio. Given the current phase of the credit cycle, volatility in certain credit metrics can be expected, especially related to large-dollar commercial credits and fluctuating commodity prices.

Capital and liquidity



	As of and for Quarter Ended
	9/30/2015	6/30/2015	9/30/2014
Basel I Tier 1 common equity risk-based ratio (non-GAAP)⁽³⁾	N/A	N/A	11.8%
Basel III Common Equity Tier 1 ratio⁽²⁾	11.0%	11.3%	N/A
Basel III Common Equity Tier 1 ratio — Fully Phased-In Pro-Forma (non-GAAP)^(1)(2)(3)	10.7%	11.1%	11.2%
Tier 1 capital ratio^(2)(3)(4)	11.7%	12.1%	12.7%
Tangible common stockholders’ equity to tangible assets (non-GAAP)⁽¹⁾	9.34%	9.52%	9.82%
Tangible common book value per share (non-GAAP)⁽¹⁾	$8.58	$8.37	$8.14

Under the Basel III capital rules, Regions’ estimated ratios remain well above current regulatory requirements. The Tier 1^(2)(3)(4) and Common Equity Tier 1⁽²⁾ ratios were estimated at 11.7 percent and 11.0 percent, respectively, at quarter-end under the phase-in provisions. In addition, the Common Equity Tier 1 ratio^(1)(2)(3) was estimated at 10.7 percent on a fully phased-in basis.

During the third quarter, the company repurchased $270 million or 26.6 million shares of common stock. In addition, the company declared $79 million in dividends to common shareholders.

The company’s 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.

Conference Call

A replay of the earnings call will be available from Tuesday, October 20, 2015, at 2 p.m. ET through Friday, November 20, 2015. To listen by telephone, please dial 1-855-859-2056, and use access code 39900604. An archived webcast will also be available until November 20 on the Investor Relations page of www.regions.com.

About Regions Financial Corporation

Regions Financial Corporation (NYSE: RF), with $125 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

Third Quarter 2015

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third 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 Third Quarter 2015 Earnings Release

Financial Highlights



	Quarter Ended
($ amounts in millions, except per share data)	9/30/2015			6/30/2015			3/31/2015			12/31/2014			9/30/2014
Earnings Summary
Interest income - taxable equivalent	$	920		$	902		$	903		$	911		$	913
Interest expense - taxable equivalent	65			63			71			74			76
Net interest income - taxable equivalent	855			839			832			837			837
Less: Taxable-equivalent adjustment	19			19			17			17			16
Net interest income	836			820			815			820			821
Provision for loan losses	60			63			49			8			24
Net interest income after provision for loan losses	776			757			766			812			797
Non-interest income	497			590			470			474			497
Non-interest expense	895			934			905			969			826
Income from continuing operations before income taxes	378			413			331			317			468
Income tax expense	116			124			95			98			151
Income from continuing operations	262			289			236			219			317
Income (loss) from discontinued operations before income taxes	(6		)	(6		)	(4		)	(5		)	5
Income tax expense (benefit)	(2		)	(2		)	(2		)	(2		)	2
Income (loss) from discontinued operations, net of tax	(4		)	(4		)	(2		)	(3		)	3
Net income	$	258		$	285		$	234		$	216		$	320
Income from continuing operations available to common shareholders	$	246		$	273		$	220		$	203		$	297
Net income available to common shareholders	$	242		$	269		$	218		$	200		$	300

Earnings per common share from continuing operations - basic	$	0.19		$	0.20		$	0.16		$	0.15		$	0.22
Earnings per common share from continuing operations - diluted	0.19			0.20			0.16			0.15			0.21
Earnings per common share - basic	0.18			0.20			0.16			0.15			0.22
Earnings per common share - diluted	0.18			0.20			0.16			0.15			0.22

Balance Sheet Summary
At quarter-end—Consolidated
Loans, net of unearned income	$	81,063		$	80,149		$	78,243		$	77,307		$	76,607
Allowance for loan losses	(1,115		)	(1,115		)	(1,098		)	(1,103		)	(1,178		)
Assets	124,789			121,855			122,447			119,563			119,105
Deposits	97,178			97,075			97,477			94,200			94,130
Long-term debt ⁽¹⁾	7,364			3,602			3,208			3,462			3,813
Stockholders' equity	16,952			16,899			17,051			16,873			17,039
Average balances—Continuing Operations
Loans, net of unearned income	$	80,615		$	79,175		$	77,942		$	77,182		$	76,279
Assets	122,920			120,875			120,566			119,122			118,669
Deposits	97,166			97,100			95,783			94,024			93,971
Long-term debt ⁽¹⁾	6,112			2,903			3,371			3,618			3,820
Stockholders' equity	16,874			16,950			16,963			17,060			16,914


(1)	The third quarter of 2015 increase in long-term debt was primarily the result of FHLB advances with one to two year maturities.

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2015 Earnings Release

Selected Ratios and Other Information



	As of and for Quarter Ended
	9/30/2015			6/30/2015			3/31/2015			12/31/2014			9/30/2014
Return on average assets from continuing operations*	0.79		%	0.90		%	0.74		%	0.68		%	1.00		%
Return on average tangible common stockholders’ equity (non-GAAP)* ⁽¹⁾	8.65		%	9.66		%	7.91		%	7.04		%	10.74		%
Adjusted efficiency ratio from continuing operations (non-GAAP) ⁽¹⁾⁽²⁾	66.8		%	64.5		%	64.9		%	66.1		%	62.7		%
Common book value per share	$	12.36		$	12.06		$	12.05		$	11.81		$	11.71
Tangible common book value per share (non-GAAP) ⁽¹⁾	$	8.58		$	8.37		$	8.39		$	8.18		$	8.14
Tangible common stockholders’ equity to tangible assets (non-GAAP) ⁽¹⁾	9.34		%	9.52		%	9.59		%	9.66		%	9.82		%
Basel I Tier 1 common equity risk-based ratio (non-GAAP) ⁽⁴⁾	N/A			N/A			N/A			11.7		%	11.8		%
Basel III common equity ⁽³⁾	$	11,438		$	11,527		11,477			N/A			N/A
Basel III common equity Tier 1 ratio ⁽³⁾	11.0		%	11.3		%	11.4		%	N/A			N/A
Basel III common equity Tier 1 ratio—Fully Phased-In Pro-Forma (non-GAAP) ^(1)(3)(4)	10.7		%	11.1		%	11.2		%	11.0		%	11.2		%
Tier 1 capital ratio ^(3)(4)(5)	11.7		%	12.1		%	12.2		%	12.5		%	12.7		%
Total risk-based capital ratio ^(3)(4)(5)	14.0		%	14.4		%	14.6		%	15.3		%	15.5		%
Leverage ratio ^(3)(4)(5)	10.4		%	10.6		%	10.6		%	10.9		%	11.0		%
Effective tax rate ⁽⁶⁾	30.7		%	30.1		%	28.7		%	31.0		%	32.1		%
Allowance for loan losses as a percentage of loans, net of unearned income	1.38		%	1.39		%	1.40		%	1.43		%	1.54		%
Allowance for loan losses to non-performing loans, excluding loans held for sale	1.41x			1.49x			1.37x			1.33x			1.41x
Net interest margin (FTE) from continuing operations*	3.13		%	3.16		%	3.18		%	3.17		%	3.18		%
Loans, net of unearned income, to total deposits	83.4		%	82.6		%	80.3		%	82.1		%	81.4		%
Net charge-offs as a percentage of average loans*	0.30		%	0.23		%	0.28		%	0.42		%	0.39		%
Non-accrual loans, excluding loans held for sale, as a percentage of loans	0.97		%	0.94		%	1.02		%	1.07		%	1.09		%
Non-performing assets (excluding loans 90 days past due) as a percentage of loans, foreclosed properties and non-performing loans held for sale	1.14		%	1.13		%	1.24		%	1.28		%	1.30		%
Non-performing assets (including loans 90 days past due) as a percentage of loans, foreclosed properties and non-performing loans held for sale ⁽⁷⁾	1.40		%	1.38		%	1.51		%	1.57		%	1.61		%
Associate headcount ⁽⁸⁾	23,952			23,694			23,601			23,723			23,599
ATMs	1,966			1,960			1,966			1,997			1,995

Branch Statistics
Full service	1,549			1,549			1,551			1,584			1,589
Drive-thru/transaction service only	81			82			82			82			82
Total branch outlets	1,630			1,631			1,633			1,666			1,671

*Annualized


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


(2)	Excluding $23 million of deposit administrative fee adjustments to prior assessments recorded in the third quarter of 2015, the adjusted efficiency ratio would have been 65.0%.


(3)	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.


(4)	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.


(5)	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.

(6)

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.


(7)	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.


(8)	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 September 30, 2015, June 30, 2015 and March 31, 2015 were 23,423, 23,155 and 23,062, respectively.

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2015 Earnings Release

Consolidated Statements of Income (unaudited)



	Quarter Ended
($ amounts in millions, except per share data)	9/30/2015			6/30/2015			3/31/2015			12/31/2014			9/30/2014
Interest income on:
Loans, including fees	$	748		$	728		$	725		$	736		$	736
Securities—taxable	146			149			153			151			154
Loans held for sale	5			4			3			5			5
Trading account securities	—			1			3			1			—
Other interest-earning assets	2			1			2			1			2
Total interest income	901			883			886			894			897
Interest expense on:
Deposits	27			27			28			27			26
Short-term borrowings	—			1			—			1			—
Long-term borrowings	38			35			43			46			50
Total interest expense	65			63			71			74			76
Net interest income	836			820			815			820			821
Provision for loan losses	60			63			49			8			24
Net interest income after provision for loan losses	776			757			766			812			797
Non-interest income:
Service charges on deposit accounts	167			168			161			167			181
Card and ATM fees	93			90			85			86			85
Mortgage income	39			46			40			27			39
Securities gains, net	7			6			5			12			7
Other	191			280			179			182			185
Total non-interest income	497			590			470			474			497
Non-interest expense:
Salaries and employee benefits	470			477			458			456			456
Net occupancy expense	90			89			91			93			92
Furniture and equipment expense	77			76			71			74			73
Other	258			292			285			346			205
Total non-interest expense	895			934			905			969			826
Income from continuing operations before income taxes	378			413			331			317			468
Income tax expense	116			124			95			98			151
Income from continuing operations	262			289			236			219			317
Discontinued operations:
Income (loss) from discontinued operations before income taxes	(6		)	(6		)	(4		)	(5		)	5
Income tax expense (benefit)	(2		)	(2		)	(2		)	(2		)	2
Income (loss) from discontinued operations, net of tax	(4		)	(4		)	(2		)	(3		)	3
Net income	$	258		$	285		$	234		$	216		$	320
Net income from continuing operations available to common shareholders	$	246		$	273		$	220		$	203		$	297
Net income available to common shareholders	$	242		$	269		$	218		$	200		$	300
Weighted-average shares outstanding—during quarter:
Basic	1,319			1,335			1,346			1,365			1,378
Diluted	1,326			1,346			1,358			1,377			1,389
Actual shares outstanding—end of quarter	1,304			1,331			1,343			1,354			1,379
Earnings per common share from continuing operations:
Basic	$	0.19		$	0.20		$	0.16		$	0.15		$	0.22
Diluted	$	0.19		$	0.20		$	0.16		$	0.15		$	0.21
Earnings per common share:
Basic	$	0.18		$	0.20		$	0.16		$	0.15		$	0.22
Diluted	$	0.18		$	0.20		$	0.16		$	0.15		$	0.22
Cash dividends declared per common share	$	0.06		$	0.06		$	0.05		$	0.05		$	0.05
Taxable-equivalent net interest income from continuing operations	$	855		$	839		$	832		$	837		$	837

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2015 Earnings Release

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



	Quarter Ended
	9/30/2015							6/30/2015
($ 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	$	3		$	—	0.86	%	$	2		$	—	0.86	%
Trading account securities	111			—		1.13		112			1		1.06
Securities:
Taxable	24,560			146		2.36		24,658			149		2.43
Tax-exempt	1			—		—		2			—		—
Loans held for sale	492			5		3.58		463			4		3.44
Loans, net of unearned income:
Commercial and industrial	35,647			302		3.37		34,480			291		3.38
Commercial real estate mortgage—owner-occupied	7,768			99		5.04		7,921			97		4.89
Commercial real estate construction—owner-occupied	443			5		4.31		430			5		4.25
Commercial investor real estate mortgage	4,441			35		3.14		4,549			36		3.15
Commercial investor real estate construction	2,455			18		2.96		2,416			18		3.00
Residential first mortgage	12,649			123		3.86		12,471			121		3.91
Home equity	10,902			96		3.51		10,867			96		3.55
Indirect—vehicles	3,863			31		3.23		3,768			31		3.29
Indirect—other consumer	439			6		5.44		328			4		4.83
Consumer credit card	1,004			30		11.57		975			27		11.23
Other consumer	1,004			22		8.61		970			21		8.63
Total loans, net of unearned income	80,615			767		3.78		79,175			747		3.78
Other interest-earning assets	2,793			2		0.25		2,115			1		0.30
Total interest-earning assets	108,575			920		3.36		106,527			902		3.40
Allowance for loan losses	(1,111		)					(1,097		)
Cash and due from banks	1,687							1,706
Other non-earning assets	13,769							13,739
	$	122,920						$	120,875
Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Savings	$	7,182		2		0.13		$	7,165		3		0.12
Interest-bearing checking	20,992			4		0.08		21,494			4		0.08
Money market	26,793			7		0.10		26,483			7		0.11
Time deposits	8,110			14		0.67		8,250			13		0.67
Total interest-bearing deposits ⁽¹⁾	63,077			27		0.17		63,392			27		0.17
Federal funds purchased and securities sold under agreements to repurchase	46			—		0.12		637			—		0.03
Other short-term borrowings	250			—		0.15		942			1		0.21
Long-term borrowings	6,112			38		2.45		2,903			35		4.83
Total interest-bearing liabilities	69,485			65		0.37		67,874			63		0.37
Non-interest-bearing deposits ⁽¹⁾	34,089			—		—		33,708			—		—
Total funding sources	103,574			65		0.25		101,582			63		0.25
Net interest spread						2.99							3.03
Other liabilities	2,472							2,343
Stockholders’ equity	16,874							16,950
	$	122,920						$	120,875
Net interest income/margin FTE basis				$	855	3.13	%				$	839	3.16	%

_______


(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 0.11% for the quarters ended September 30, 2015 and June 30, 2015, respectively.

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2015 Earnings Release

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



	Quarter Ended
	3/31/2015							12/31/2014							9/30/2014
($ 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	$	21		$	—	0.82	%	$	20		$	—	0.86	%	$	4		$	—	0.86	%
Trading account securities	104			3		12.91		103			1		3.70		101			—		0.94
Securities:
Taxable	24,682			153		2.51		24,590			151		2.44		24,264			154		2.51
Tax-exempt	2			—		—		2			—		—		3			—		—
Loans held for sale	406			3		3.46		480			5		3.74		512			5		3.95
Loans, net of unearned income:
Commercial and industrial	33,418			287		3.48		32,484			289		3.54		31,255			285		3.61
Commercial real estate mortgage—owner-occupied	8,143			98		4.90		8,466			104		4.89		8,886			110		4.89
Commercial real estate construction—owner-occupied	422			4		4.22		367			4		4.23		351			4		4.12
Commercial investor real estate mortgage	4,629			36		3.15		4,837			37		3.05		5,071			39		3.08
Commercial investor real estate construction	2,236			17		3.04		2,032			17		3.17		1,876			15		3.27
Residential first mortgage	12,330			121		3.97		12,273			121		3.91		12,212			122		3.97
Home equity	10,885			97		3.61		10,939			100		3.60		10,999			99		3.59
Indirect—vehicles	3,708			31		3.37		3,627			31		3.41		3,504			30		3.39
Indirect—other consumer	237			2		3.96		203			2		3.54		203			2		3.50
Consumer credit card	977			28		11.73		975			28		11.23		952			27		11.33
Other consumer	957			21		8.81		979			20		8.20		970			19		7.88
Total loans, net of unearned income	77,942			742		3.86		77,182			753		3.87		76,279			752		3.91
Other interest-earning assets	2,974			2		0.28		2,408			1		0.30		3,287			2		0.28
Total interest-earning assets	106,131			903		3.45		104,785			911		3.45		104,450			913		3.47
Allowance for loan losses	(1,098		)					(1,162		)					(1,214		)
Cash and due from banks	1,773							1,805							1,781
Other non-earning assets	13,760							13,694							13,652
	$	120,566						$	119,122						$	118,669
Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Savings	$	6,878		2		0.14		$	6,635		3		0.12		$	6,639		1		0.12
Interest-bearing checking	21,769			5		0.09		21,003			5		0.10		20,944			5		0.10
Money market	26,381			7		0.11		25,752			7		0.11		26,348			7		0.11
Time deposits	8,500			14		0.65		8,683			12		0.58		8,856			13		0.56
Total interest-bearing deposits ⁽¹⁾	63,528			28		0.18		62,073			27		0.17		62,787			26		0.17
Federal funds purchased and securities sold under agreements to repurchase	1,685			—		0.05		1,872			1		0.09		1,796			—		0.06
Other short-term borrowings	161			—		0.19		163			—		0.20		—			—		—
Long-term borrowings	3,371			43		5.20		3,618			46		5.07		3,820			50		5.12
Total interest-bearing liabilities	68,745			71		0.42		67,726			74		0.43		68,403			76		0.44
Non-interest-bearing deposits ⁽¹⁾	32,255			—		—		31,951			—		—		31,184			—		—
Total funding sources	101,000			71		0.29		99,677			74		0.29		99,587			76		0.30
Net interest spread						3.03							3.02							3.03
Other liabilities	2,603							2,385							2,168
Stockholders’ equity	16,963							17,060							16,914
	$	120,566						$	119,122						$	118,669
Net interest income/margin FTE basis				$	832	3.18	%				$	837	3.17	%				$	837	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 0.12%, 0.11% and 0.11% for each of the quarters ended March 31, 2015, December 31, 2014, and September 30, 2014, respectively.

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third 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)	9/30/2015			6/30/2015			3/31/2015			12/31/2014			9/30/2014			3Q15 vs. 2Q15					3Q15 vs. 3Q14
Net income from continuing operations available to common shareholders (GAAP)	$	246		$	273		$	220		$	203		$	297		$	(27	)	(9.9	)%	$	(51	)	(17.2	)%
Preferred dividends (GAAP) ⁽¹⁾	16			16			16			16			20			—			—	%	(4		)	(20.0	)%
Income tax expense (GAAP)	116			124			95			98			151			(8		)	(6.5	)%	(35		)	(23.2	)%
Income from continuing operations before income taxes (GAAP)	378			413			331			317			468			(35		)	(8.5	)%	(90		)	(19.2	)%
Provision for loan losses (GAAP)	60			63			49			8			24			(3		)	(4.8	)%	36			150.0	%
Pre-tax pre-provision income from continuing operations (non-GAAP) ⁽²⁾	438			476			380			325			492			(38		)	(8.0	)%	(54		)	(11.0	)%
Other adjustments:
Securities gains, net	(7		)	(6		)	(5		)	(12		)	(7		)	(1		)	16.7	%	—			—	%
Insurance proceeds ⁽³⁾	—			(90		)	—			—			—			90			(100.0	)%	—			NM
Leveraged lease termination gains, net	(6		)	—			(2		)	—			(9		)	(6		)	NM		3			(33.3	)%
Professional, legal and regulatory expenses ⁽⁴⁾	—			48			—			100			—			(48		)	(100.0	)%	—			NM
Branch consolidation, property and equipment charges ⁽⁵⁾	1			27			22			10			—			(26		)	(96.3	)%	1			NM
Loss on early extinguishment of debt	—			—			43			—			—			—			NM		—			NM
Total other adjustments	(12		)	(21		)	58			98			(16		)	9			(42.9	)%	4			(25.0	)%
Adjusted pre-tax pre-provision income from continuing operations (non-GAAP) ⁽²⁾	$	426		$	455		$	438		$	423		$	476		$	(29	)	(6.4	)%	$	(50	)	(10.5	)%

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)	Both PPI from continuing operations and adjusted PPI from continuing operations include $23 million of deposit administrative fee adjustments to prior assessments recorded in the third quarter of 2015.


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


(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)	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 Third Quarter 2015 Earnings Release

Non-Interest Income



	Quarter Ended
($ amounts in millions)	9/30/2015		6/30/2015		3/31/2015		12/31/2014		9/30/2014		3Q15 vs. 2Q15					3Q15 vs. 3Q14
Service charges on deposit accounts	$	167	$	168	$	161	$	167	$	181	$	(1	)	(0.6	)%	$	(14	)	(7.7	)%
Card and ATM fees	93		90		85		86		85		3			3.3	%	8			9.4	%
Investment management and trust fee income	49		51		51		50		47		(2		)	(3.9	)%	2			4.3	%
Insurance commissions and fees	38		33		35		31		31		5			15.2	%	7			22.6	%
Mortgage income	39		46		40		27		39		(7		)	(15.2	)%	—			—	%
Bank-owned life insurance	17		18		20		23		20		(1		)	(5.6	)%	(3		)	(15.0	)%
Capital markets fee income and other ⁽¹⁾	29		27		20		20		24		2			7.4	%	5			20.8	%
Commercial credit fee income	20		21		16		15		16		(1		)	(4.8	)%	4			25.0	%
Securities gains, net	7		6		5		12		7		1			16.7	%	—			—	%
Investment services fee income	15		13		12		10		12		2			15.4	%	3			25.0	%
Net revenue from affordable housing	2		6		2		14		—		(4		)	(66.7	)%	2			NM
Insurance proceeds	—		90		—		—		—		(90		)	(100.0	)%	—			NM
Other	21		21		23		19		35		—			—	%	(14		)	(40.0	)%
Total non-interest income from continuing operations	$	497	$	590	$	470	$	474	$	497	$	(93	)	(15.8	)%	$	—		—	%

Mortgage Income



	Quarter Ended
($ amounts in millions)	9/30/2015			6/30/2015			3/31/2015			12/31/2014			9/30/2014			3Q15 vs. 2Q15					3Q15 vs. 3Q14
Production and sales	$	30		$	31		$	27		$	20		$	25		$	(1	)	(3.2	)%	$	5		20.0	%
Loan servicing	20			20			21			21			21			—			—	%	(1		)	(4.8	)%
MSR and related hedge impact:
MSRs fair value increase (decrease) due to change in valuation inputs or assumptions	(25		)	28			(17		)	(28		)	1			(53		)	(189.3	)%	(26		)	NM
MSRs hedge gain (loss)	25			(22		)	17			22			1			47			(213.6	)%	24			NM
MSRs change due to payment decay	(11		)	(11		)	(8		)	(8		)	(9		)	—			—	%	(2		)	22.2	%
MSR and related hedge impact	(11		)	(5		)	(8		)	(14		)	(7		)	(6		)	120.0	%	(4		)	57.1	%
Total mortgage income	$	39		$	46		$	40		$	27		$	39		$	(7	)	(15.2	)%	$	—		—	%

Mortgage production - purchased	$	1,057		$	1,097		$	743		$	817		$	961		$	(40	)	(3.6	)%	$	96		10.0	%
Mortgage production - refinanced	364			505			527			351			324			(141		)	(27.9	)%	40			12.3	%
Total mortgage production ⁽²⁾	$	1,421		$	1,602		$	1,270		$	1,168		$	1,285		$	(181	)	(11.3	)%	$	136		10.6	%

Wealth Management Income



	Quarter Ended
($ amounts in millions)	9/30/2015		6/30/2015		3/31/2015		12/31/2014		9/30/2014		3Q15 vs. 2Q15					3Q15 vs. 3Q14
Investment management and trust fee income	$	49	$	51	$	51	$	50	$	47	$	(2	)	(3.9	)%	$	2	4.3	%
Insurance commissions and fees	38		33		35		31		31		5			15.2	%	7		22.6	%
Investment services fee income	15		13		12		10		12		2			15.4	%	3		25.0	%
Total wealth management income ⁽³⁾	$	102	$	97	$	98	$	91	$	90	$	5		5.2	%	$	12	13.3	%

_________

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 commissions and fees increased in the third quarter of 2015 compared to the second quarter of 2015 partially due to the third quarter acquisition of an insurance team from Atlanta, Georgia that specializes in group employee benefits.


•	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 Third Quarter 2015 Earnings Release

Non-Interest Expense



	Quarter Ended
($ amounts in millions)	9/30/2015		6/30/2015			3/31/2015		12/31/2014		9/30/2014			3Q15 vs. 2Q15					3Q15 vs. 3Q14
Salaries and employee benefits	$	470	$	477		$	458	$	456	$	456		$	(7	)	(1.5	)%	$	14		3.1	%
Professional, legal and regulatory expenses	25		71			19		134		36			(46		)	(64.8	)%	(11		)	(30.6	)%
Net occupancy expense	90		89			91		93		92			1			1.1	%	(2		)	(2.2	)%
Furniture and equipment expense	77		76			71		74		73			1			1.3	%	4			5.5	%
Outside services	38		40			31		37		32			(2		)	(5.0	)%	6			18.8	%
Marketing	24		25			26		24		23			(1		)	(4.0	)%	1			4.3	%
Deposit administrative fee	46		15			22		20		20			31			206.7	%	26			130.0	%
Branch consolidation, property and equipment charges	1		27			22		10		—			(26		)	(96.3	)%	1			NM
Loss on early extinguishment of debt	—		—			43		—		—			—			NM		—			NM
Provision (credit) for unfunded credit losses	—		(2		)	1		—		(24		)	2			(100.0	)%	24			(100.0	)%
Credit/checkcard expenses	15		13			13		11		11			2			15.4	%	4			36.4	%
Other	109		103			108		110		107			6			5.8	%	2			1.9	%
Total non-interest expense from continuing operations	$	895	$	934		$	905	$	969	$	826		$	(39	)	(4.2	)%	$	69		8.4	%

_________

NM - Not Meaningful

Selected Non-Interest Expense Variance Analysis


•	Salaries and employee benefits decreased in the third quarter of 2015 compared to the second quarter of 2015. Although additional headcount drove an increase in base salaries, this was offset by lower performance based incentives.

•

Approximately $4 million of legal settlement expenses were recorded in the third quarter of 2015. Regions also 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 decreased in the third quarter of 2015 compared to the second quarter of 2015 primarily due to lower risk management and compliance related costs.


•	Deposit administrative fees increased in the third quarter of 2015 compared to the second quarter of 2015 due to an assessment expense of $23 million for adjustments related to prior assessments, while the second quarter of 2015 included a $6 million refund from over payments.


•	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 Financial Corporation and Subsidiaries

Financial Supplement to Third 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)		9/30/2015			6/30/2015			3/31/2015			12/31/2014			9/30/2014			3Q15 vs. 2Q15					3Q15 vs. 3Q14
ADJUSTED EFFICIENCY AND FEE INCOME RATIOS, ADJUSTED NON-INTEREST INCOME/EXPENSE- CONTINUING OPERATIONS
Non-interest expense (GAAP)		$	895		$	934		$	905		$	969		$	826		$	(39	)	(4.2	)%	$	69		8.4	%
Adjustments:
Professional, legal and regulatory expenses ⁽¹⁾		—			(48		)	—			(100		)	—			48			(100.0	)%	—			NM
Branch consolidation, property and equipment charges ⁽²⁾		(1		)	(27		)	(22		)	(10		)	—			26			(96.3	)%	(1		)	NM
Loss on early extinguishment of debt		—			—			(43		)	—			—			—			NM		—			NM
Adjusted non-interest expense (non-GAAP)	A	$	894		$	859		$	840		$	859		$	826		$	35		4.1	%	$	68		8.2	%
Net interest income (GAAP)		$	836		$	820		$	815		$	820		$	821		$	16		2.0	%	$	15		1.8	%
Taxable-equivalent adjustment		19			19			17			17			16			—			—	%	3			18.8	%
Net interest income, taxable-equivalent basis	B	$	855		$	839		$	832		$	837		$	837		$	16		1.9	%	$	18		2.2	%
Non-interest income (GAAP)	C	$	497		$	590		$	470		$	474		$	497		$	(93	)	(15.8	)%	$	—		—	%
Adjustments:
Securities gains, net		(7		)	(6		)	(5		)	(12		)	(7		)	(1		)	16.7	%	—			—	%
Insurance proceeds ⁽³⁾		—			(90		)	—			—			—			90			(100.0	)%	—			NM
Leveraged lease termination gains, net		(6		)	—			(2		)	—			(9		)	(6		)	NM		3			(33.3	)%
Adjusted non-interest income (non-GAAP)	D	$	484		$	494		$	463		$	462		$	481		$	(10	)	(2.0	)%	$	3		0.6	%
Total revenue, taxable-equivalent basis	B+C	$	1,352		$	1,429		$	1,302		$	1,311		$	1,334		$	(77	)	(5.4	)%	$	18		1.3	%
Adjusted total revenue, taxable-equivalent basis (non-GAAP)	B+D=E	$	1,339		$	1,333		$	1,295		$	1,299		$	1,318		$	6		0.5	%	$	21		1.6	%
Adjusted efficiency ratio (non-GAAP) ⁽⁴⁾	A/E	66.8		%	64.5		%	64.9		%	66.1		%	62.7		%
Adjusted fee income ratio (non-GAAP)	D/E	36.2		%	37.0		%	35.7		%	35.6		%	36.5		%

		Quarter Ended
($ amounts in millions)		9/30/2015			6/30/2015			3/31/2015			12/31/2014			9/30/2014
RETURN ON AVERAGE TANGIBLE COMMON STOCKHOLDERS' EQUITY- CONSOLIDATED
Net income available to common shareholders (GAAP)	F	$	242		$	269		$	218		$	200		$	300
Average stockholders' equity (GAAP)		$	16,866		$	16,946		$	16,963		$	17,074		$	16,930
Less:
Average intangible assets (GAAP)		5,089			5,083			5,089			5,097			5,105
Average deferred tax liability related to intangibles (GAAP)		(169		)	(171		)	(172		)	(176		)	(182		)
Average preferred stock (GAAP)		838			856			878			886			903
Average tangible common stockholders' equity (non-GAAP)	G	$	11,108		$	11,178		$	11,168		$	11,267		$	11,104
Return on average tangible common stockholders' equity (non-GAAP)*	F/G	8.65		%	9.66		%	7.91		%	7.04		%	10.74		%

________

*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)	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.


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


(4)	Excluding $23 million of deposit administrative fee adjustments to prior assessments recorded in the third quarter of 2015, the adjusted efficiency ratio would have been 65.0%.

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third 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)	9/30/2015			6/30/2015			3/31/2015			12/31/2014			9/30/2014
Non-interest income:
Insurance proceeds	$	—		$	—		$	—		$	—		$	19
Total non-interest income	—			—			—			—			19
Non-interest expense:
Professional and legal expenses	7			5			4			5			14
Other	(1		)	1			—			—			—
Total non-interest expense	6			6			4			5			14
Income (loss) from discontinued operations before income tax	(6		)	(6		)	(4		)	(5		)	5
Income tax expense (benefit)	(2		)	(2		)	(2		)	(2		)	2
Income (loss) from discontinued operations, net of tax	$	(4	)	$	(4	)	$	(2	)	$	(3	)	$	3
Weighted-average shares outstanding—during quarter ⁽¹⁾:
Basic	1,319			1,335			1,346			1,365			1,378
Diluted	1,319			1,335			1,346			1,365			1,389
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 Third Quarter 2015 Earnings Release

Credit Quality



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

Provision for loan losses	$	60		$	63		$	49		$	8		$	24
Provision (credit) for unfunded credit losses	—			(2		)	1			—			(24		)

Net loans charged-off:
Commercial and industrial	16			4			16			23			15
Commercial real estate mortgage—owner-occupied	3			3			1			11			12
Commercial real estate construction—owner-occupied	—			—			—			—			1
Total commercial	19			7			17			34			28
Commercial investor real estate mortgage	(2		)	1			2			(2		)	—
Commercial investor real estate construction	—			(2		)	(2		)	(1		)	(1		)
Total investor real estate	(2		)	(1		)	—			(3		)	(1		)
Residential first mortgage	6			4			3			6			6
Home equity—first lien	4			5			3			5			4
Home equity—second lien	7			7			7			11			9
Indirect—vehicles	6			5			6			7			6
Consumer credit card	7			8			8			8			8
Other consumer	13			11			10			15			15
Total consumer	43			40			37			52			48
Total	$	60		$	46		$	54		$	83		$	75
Net loan charge-offs as a % of average loans, annualized:
Commercial and industrial	0.18		%	0.04		%	0.20		%	0.28		%	0.19		%
Commercial real estate mortgage—owner-occupied	0.14		%	0.14		%	0.05		%	0.54		%	0.52		%
Commercial real estate construction—owner-occupied	(0.09		)%	(0.03		)%	(0.03		)%	(0.02		)%	1.65		%
Total commercial	0.17		%	0.06		%	0.17		%	0.33		%	0.27		%
Commercial investor real estate mortgage	(0.17		)%	0.09		%	0.17		%	(0.11		)%	(0.03		)%
Commercial investor real estate construction	(0.15		)%	(0.23		)%	(0.40		)%	(0.32		)%	(0.16		)%
Total investor real estate	(0.16		)%	(0.02		)%	(0.01		)%	(0.17		)%	(0.07		)%
Residential first mortgage	0.17		%	0.15		%	0.10		%	0.18		%	0.22		%
Home equity—first lien	0.24		%	0.30		%	0.19		%	0.29		%	0.25		%
Home equity—second lien	0.62		%	0.67		%	0.58		%	0.93		%	0.73		%
Indirect—vehicles	0.68		%	0.50		%	0.69		%	0.77		%	0.70		%
Consumer credit card	3.01		%	3.13		%	3.43		%	3.29		%	3.30		%
Other consumer	5.37		%	4.27		%	4.43		%	5.92		%	6.03		%
Total consumer	0.59		%	0.54		%	0.53		%	0.70		%	0.67		%
Total	0.30		%	0.23		%	0.28		%	0.42		%	0.39		%
Non-accrual loans, excluding loans held for sale	$	789		$	751		$	800		$	829		$	837
Non-performing loans held for sale	26			26			32			38			38
Non-accrual loans, including loans held for sale	815			777			832			867			875
Foreclosed properties	111			134			138			124			125
Non-performing assets (NPAs)	$	926		$	911		$	970		$	991		$	1,000
Loans past due > 90 days ⁽¹⁾	$	210		$	197		$	211		$	222		$	233
Accruing restructured loans not included in categories above ⁽²⁾	$	1,046		$	1,150		$	1,220		$	1,260		$	1,319
Credit Ratios:
ACL/Loans, net	1.45		%	1.47		%	1.49		%	1.51		%	1.62		%
ALL/Loans, net	1.38		%	1.39		%	1.40		%	1.43		%	1.54		%
Allowance for loan losses to non-performing loans, excluding loans held for sale	1.41x			1.49x			1.37x			1.33x			1.41x
Non-accrual loans, excluding loans held for sale/Loans, net	0.97		%	0.94		%	1.02		%	1.07		%	1.09		%
NPAs (ex. 90+ past due)/Loans, foreclosed properties and non-performing loans held for sale	1.14		%	1.13		%	1.24		%	1.28		%	1.30		%
NPAs (inc. 90+ past due)/Loans, foreclosed properties and non-performing loans held for sale ⁽¹⁾	1.40		%	1.38		%	1.51		%	1.57		%	1.61		%


(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 Third Quarter 2015 Earnings Release

Non-Accrual Loans (excludes loans held for sale)



	As of
($ amounts in millions)	9/30/2015				6/30/2015				3/31/2015				12/31/2014				9/30/2014
Commercial and industrial	$	350	0.97	%	$	297	0.84	%	$	298	0.89	%	$	252	0.77	%	$	199	0.62	%
Commercial real estate mortgage—owner-occupied	233		3.01	%	203		2.60	%	216		2.68	%	238		2.88	%	278		3.20	%
Commercial real estate construction—owner-occupied	3		0.81	%	4		0.96	%	3		0.63	%	3		0.64	%	2		0.56	%
Total commercial	586		1.33	%	504		1.16	%	517		1.23	%	493		1.19	%	479		1.17	%
Commercial investor real estate mortgage	39		0.89	%	63		1.38	%	85		1.89	%	123		2.64	%	133		2.69	%
Commercial investor real estate construction	1		0.02	%	2		0.08	%	—		0.01	%	2		0.09	%	2		0.11	%
Total investor real estate	40		0.57	%	65		0.93	%	85		1.23	%	125		1.84	%	135		1.98	%
Residential first mortgage	67		0.53	%	86		0.68	%	101		0.81	%	109		0.88	%	117		0.96	%
Home equity	96		0.88	%	96		0.88	%	97		0.90	%	102		0.94	%	106		0.97	%
Total consumer	163		0.54	%	182		0.61	%	198		0.68	%	211		0.72	%	223		0.77	%
Total non-accrual loans	$	789	0.97	%	$	751	0.94	%	$	800	1.02	%	$	829	1.07	%	$	837	1.09	%

Criticized and Classified Loans—Business Services ⁽¹⁾



	As of
											9/30/2015					9/30/2015
($ amounts in millions)	9/30/2015		6/30/2015		3/31/2015		12/31/2014		9/30/2014		vs. 6/30/2015					vs. 9/30/2014
Special mention ⁽²⁾	$	1,416	$	1,163	$	1,097	$	1,206	$	1,297	$	253		21.8	%	$	119	9.2	%
Accruing classified loans	1,212		1,218		1,125		875		1,074		(6		)	(0.5	)%	138		12.8	%
Non-accruing classified loans	626		569		602		618		614		57			10.0	%	12		2.0	%
Total	$	3,254	$	2,950	$	2,824	$	2,699	$	2,985	$	304		10.3	%	$	269	9.0	%


(1)	Business services represents the combined total of commercial and investor real estate loans.


(2)	The third quarter of 2015 increase in business services special mention ("criticized") loans was driven by some weakening in a small number of larger loans primarily within the energy portfolio.

Home Equity Lines of Credit - Future Principal Payment Resets ⁽³⁾



	As of 9/30/2015
($ amounts in millions)	First Lien		% of Total		Second Lien		% of Total		Total
2015	$	7	0.09	%	$	46	0.58	%	$	53
2016	26		0.33	%	33		0.41	%	59
2017	5		0.06	%	10		0.13	%	15
2018	14		0.18	%	22		0.28	%	36
2019	98		1.23	%	87		1.09	%	185
2020-2024	1,343		16.86	%	1,228		15.42	%	2,571
2025-2029	2,460		30.88	%	2,584		32.44	%	5,044
Thereafter	1		—	%	2		0.02	%	3
Total	$	3,954	49.63	%	$	4,012	50.37	%	$	7,966

(3)

The balance of Regions' home equity portfolio was $10,947 million at September 30, 2015 consisting of $7,966 million of home equity lines of credit and $2,981 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 Third Quarter 2015 Earnings Release

Early and Late Stage Delinquencies



Accruing 30-89 Days Past Due Loans	As of
($ amounts in millions)	9/30/2015				6/30/2015				3/31/2015				12/31/2014				9/30/2014
Commercial and industrial	$	16	0.05	%	$	23	0.06	%	$	27	0.08	%	$	23	0.07	%	$	57	0.18	%
Commercial real estate mortgage—owner-occupied	41		0.53	%	38		0.49	%	30		0.37	%	34		0.41	%	38		0.44	%
Commercial real estate construction—owner-occupied	1		0.18	%	—		0.10	%	—		—	%	1		0.13	%	2		0.71	%
Total commercial	58		0.13	%	61		0.14	%	57		0.13	%	58		0.14	%	97		0.24	%
Commercial investor real estate mortgage	24		0.54	%	18		0.39	%	9		0.19	%	20		0.42	%	38		0.78	%
Commercial investor real estate construction	1		0.02	%	—		0.01	%	4		0.17	%	—		—	%	12		0.61	%
Total investor real estate	25		0.35	%	18		0.26	%	13		0.18	%	20		0.29	%	50		0.73	%
Residential first mortgage—non-guaranteed ⁽¹⁾	116		0.94	%	124		1.02	%	109		0.91	%	139		1.17	%	142		1.20	%
Home equity	98		0.89	%	84		0.77	%	101		0.93	%	111		1.02	%	115		1.05	%
Indirect—vehicles	52		1.33	%	46		1.21	%	41		1.10	%	53		1.45	%	47		1.33	%
Indirect—other consumer	2		0.33	%	1		0.14	%	—		—	%	—		—	%	—		—	%
Consumer credit card	11		1.13	%	10		1.02	%	11		1.14	%	13		1.32	%	13		1.29	%
Other consumer	14		1.41	%	14		1.42	%	12		0.99	%	17		1.45	%	18		1.52	%
Total consumer ⁽¹⁾	293		0.99	%	279		0.95	%	274		0.95	%	333		1.16	%	335		1.18	%
Total accruing 30-89 days past due loans ⁽¹⁾	$	376	0.47	%	$	358	0.45	%	$	344	0.44	%	$	411	0.53	%	$	482	0.63	%

Accruing 90+ Days Past Due Loans	As of
($ amounts in millions)	9/30/2015				6/30/2015				3/31/2015				12/31/2014				9/30/2014
Commercial and industrial	$	7	0.02	%	$	3	0.01	%	$	4	0.01	%	$	7	0.02	%	$	5	0.02	%
Commercial real estate mortgage—owner-occupied	6		0.08	%	2		0.02	%	7		0.09	%	5		0.06	%	6		0.07	%
Total commercial	13		0.03	%	5		0.01	%	11		0.03	%	12		0.03	%	11		0.03	%
Commercial investor real estate mortgage	2		0.05	%	1		0.01	%	2		0.05	%	3		0.06	%	5		0.10	%
Total investor real estate	2		0.03	%	1		0.01	%	2		0.03	%	3		0.04	%	5		0.07	%
Residential first mortgage—non-guaranteed ⁽²⁾	121		0.98	%	109		0.89	%	109		0.90	%	122		1.03	%	131		1.10	%
Home equity	51		0.47	%	61		0.55	%	67		0.62	%	63		0.57	%	66		0.60	%
Indirect—vehicles	8		0.20	%	6		0.18	%	6		0.16	%	7		0.20	%	6		0.18	%
Consumer credit card	11		1.07	%	11		1.10	%	12		1.25	%	12		1.21	%	11		1.15	%
Other consumer	4		0.40	%	4		0.37	%	4		0.31	%	3		0.22	%	3		0.26	%
Total consumer ⁽²⁾	195		0.66	%	191		0.65	%	198		0.69	%	207		0.72	%	217		0.76	%
Total accruing 90+ days past due loans ⁽²⁾	$	210	0.26	%	$	197	0.25	%	$	211	0.27	%	$	222	0.29	%	$	233	0.31	%

Total delinquencies ^{(1) (2)}	$	586	0.73	%	$	555	0.70	%	$	555	0.71	%	$	633	0.82	%	$	715	0.94	%


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


(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 $110 million at 9/30/2015, $103 million at 6/30/2015, $116 million at 3/31/2015, $125 million at 12/31/14, and $121 million at 9/30/14.

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2015 Earnings Release

Troubled Debt Restructurings



	As of
($ amounts in millions)	9/30/2015		6/30/2015		3/31/2015		12/31/2014		9/30/2014
Current:
Commercial	$	147	$	202	$	244	$	244	$	278
Investor real estate	145		194		227		281		304
Residential first mortgage	334		328		333		301		269
Home equity	309		317		316		320		326
Consumer credit card	2		2		2		2		2
Other consumer	13		14		15		16		17
Total current	950		1,057		1,137		1,164		1,196
Accruing 30-89 DPD:
Commercial	12		16		5		7		11
Investor real estate	6		5		7		9		24
Residential first mortgage	58		53		49		55		61
Home equity	19		18		21		23		25
Other consumer	1		1		1		2		2
Total accruing 30-89 DPD	96		93		83		96		123
Total accruing and <90 DPD	1,046		1,150		1,220		1,260		1,319
Non-accrual or 90+ DPD:
Commercial	118		93		104		93		145
Investor real estate	25		31		42		67		70
Residential first mortgage	88		90		96		112		122
Home equity	21		22		24		25		25
Total non-accrual or 90+DPD	252		236		266		297		362
Total TDRs - Loans	$	1,298	$	1,386	$	1,486	$	1,557	$	1,681

TDRs - Held For Sale	14		18		19		29		13
Total TDRs	$	1,312	$	1,404	$	1,505	$	1,586	$	1,694


Total TDRs - Loans by Portfolio
	As of
($ amounts in millions)	9/30/2015		6/30/2015		3/31/2015		12/31/2014		9/30/2014
Total commercial TDRs	$	277	$	311	$	353	$	344	$	434
Total investor real estate TDRs	176		230		276		357		398
Total consumer TDRs	845		845		857		856		849
Total TDRs - Loans	$	1,298	$	1,386	$	1,486	$	1,557	$	1,681

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2015 Earnings Release

Consolidated Balance Sheets (unaudited)



	As of
($ amounts in millions)	9/30/2015			6/30/2015			3/31/2015			12/31/2014			9/30/2014
Assets:
Cash and due from banks	$	1,726		$	1,661		$	1,737		$	1,601		$	1,770
Interest-bearing deposits in other banks	3,217			2,094			4,224			2,303			2,993
Federal funds sold and securities purchased under agreements to resell	65			—			65			100			20
Trading account securities	106			110			107			106			103
Securities held to maturity	2,001			2,067			2,129			2,175			2,222
Securities available for sale	22,714			22,672			22,879			22,580			22,379
Loans held for sale	453			511			491			541			504
Loans, net of unearned income	81,063			80,149			78,243			77,307			76,607
Allowance for loan losses	(1,115		)	(1,115		)	(1,098		)	(1,103		)	(1,178		)
Net loans	79,948			79,034			77,145			76,204			75,429
Other interest-earning assets	93			70			83			89			112
Premises and equipment, net	2,122			2,147			2,174			2,193			2,192
Interest receivable	316			305			313			310			310
Goodwill	4,831			4,816			4,816			4,816			4,816
Residential mortgage servicing rights at fair value (MSRs)	241			268			239			257			277
Other identifiable intangible assets	263			268			272			275			287
Other assets	6,693			5,832			5,773			6,013			5,691
Total assets	$	124,789		$	121,855		$	122,447		$	119,563		$	119,105
Liabilities and stockholders’ equity:
Deposits:
Non-interest-bearing	$	34,117		$	33,810		$	33,553		$	31,747		$	31,388
Interest-bearing	63,061			63,265			63,924			62,453			62,742
Total deposits	97,178			97,075			97,477			94,200			94,130
Borrowed funds:
Short-term borrowings:
Federal funds purchased and securities sold under agreements to repurchase	—			96			2,085			1,753			1,893
Other short-term borrowings	—			1,750			—			500			—
Total short-term borrowings	—			1,846			2,085			2,253			1,893
Long-term borrowings	7,364			3,602			3,208			3,462			3,813
Total borrowed funds	7,364			5,448			5,293			5,715			5,706
Other liabilities	3,295			2,433			2,626			2,775			2,230
Total liabilities	107,837			104,956			105,396			102,690			102,066
Stockholders’ equity:
Preferred stock, non-cumulative perpetual	836			852			868			884			900
Common stock	13			14			14			14			14
Additional paid-in capital	18,019			18,355			18,604			18,767			19,069
Retained earnings (deficit)	(400		)	(658		)	(943		)	(1,177		)	(1,393		)
Treasury stock, at cost	(1,377		)	(1,377		)	(1,377		)	(1,377		)	(1,377		)
Accumulated other comprehensive income (loss), net	(139		)	(287		)	(115		)	(238		)	(174		)
Total stockholders’ equity	16,952			16,899			17,051			16,873			17,039
Total liabilities and stockholders’ equity	$	124,789		$	121,855		$	122,447		$	119,563		$	119,105

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2015 Earnings Release

Loans



	As of
												9/30/2015					9/30/2015
($ amounts in millions)	9/30/2015		6/30/2015		3/31/2015		12/31/2014		9/30/2014			vs. 6/30/2015					vs. 9/30/2014
Commercial and industrial	$	35,906	$	35,347	$	33,681	$	32,732	$	31,857		$	559		1.6	%	$	4,049		12.7	%
Commercial real estate mortgage—owner-occupied	7,741		7,797		8,043		8,263		8,666			(56		)	(0.7	)%	(925		)	(10.7	)%
Commercial real estate construction—owner-occupied	406		448		437		407		350			(42		)	(9.4	)%	56			16.0	%
Total commercial	44,053		43,592		42,161		41,402		40,873			461			1.1	%	3,180			7.8	%
Commercial investor real estate mortgage	4,386		4,509		4,499		4,680		4,940			(123		)	(2.7	)%	(554		)	(11.2	)%
Commercial investor real estate construction	2,525		2,419		2,422		2,133		1,878			106			4.4	%	647			34.5	%
Total investor real estate	6,911		6,928		6,921		6,813		6,818			(17		)	(0.2	)%	93			1.4	%
Residential first mortgage	12,730		12,589		12,418		12,315		12,264			141			1.1	%	466			3.8	%
Home equity—first lien	6,577		6,424		6,261		6,195		6,114			153			2.4	%	463			7.6	%
Home equity—second lien	4,370		4,475		4,593		4,737		4,854			(105		)	(2.3	)%	(484		)	(10.0	)%
Indirect—vehicles	3,895		3,782		3,701		3,642		3,543			113			3.0	%	352			9.9	%
Indirect—other consumer	490		383		272		206		202			107			27.9	%	288			142.6	%
Consumer credit card	1,016		992		966		1,009		964			24			2.4	%	52			5.4	%
Other consumer	1,021		984		950		988		975			37			3.8	%	46			4.7	%
Total consumer	30,099		29,629		29,161		29,092		28,916			470			1.6	%	1,183			4.1	%
Total Loans	$	81,063	$	80,149	$	78,243	$	77,307	$	76,607		$	914		1.1	%	$	4,456		5.8	%

	Average Balances
($ amounts in millions)	3Q15		2Q15		1Q15		4Q14		3Q14			3Q15 vs. 2Q15					3Q15 vs. 3Q14
Commercial and industrial	$	35,647	$	34,480	$	33,418	$	32,484	$	31,255		$	1,167		3.4	%	$	4,392		14.1	%
Commercial real estate mortgage—owner-occupied	7,768		7,921		8,143		8,466		8,886			(153		)	(1.9	)%	(1,118		)	(12.6	)%
Commercial real estate construction—owner-occupied	443		430		422		367		351			13			3.0	%	92			26.2	%
Total commercial	43,858		42,831		41,983		41,317		40,492			1,027			2.4	%	3,366			8.3	%
Commercial investor real estate mortgage	4,441		4,549		4,629		4,837		5,071			(108		)	(2.4	)%	(630		)	(12.4	)%
Commercial investor real estate construction	2,455		2,416		2,236		2,032		1,876			39			1.6	%	579			30.9	%
Total investor real estate	6,896		6,965		6,865		6,869		6,947			(69		)	(1.0	)%	(51		)	(0.7	)%
Residential first mortgage	12,649		12,471		12,330		12,273		12,212			178			1.4	%	437			3.6	%
Home equity—first lien	6,510		6,355		6,234		6,161		6,096			155			2.4	%	414			6.8	%
Home equity—second lien	4,392		4,512		4,651		4,778		4,903			(120		)	(2.7	)%	(511		)	(10.4	)%
Indirect—vehicles	3,863		3,768		3,708		3,627		3,504			95			2.5	%	359			10.2	%
Indirect—other consumer	439		328		237		203		203			111			33.8	%	236			116.3	%
Consumer credit card	1,004		975		977		975		952			29			3.0	%	52			5.5	%
Other consumer	1,004		970		957		979		970			34			3.5	%	34			3.5	%
Total consumer	29,861		29,379		29,094		28,996		28,840			482			1.6	%	1,021			3.5	%
Total Loans	$	80,615	$	79,175	$	77,942	$	77,182	$	76,279		$	1,440		1.8	%	$	4,336		5.7	%

End of Period Loan Portfolio Balances by Percentage									As of
End of Period Loan Portfolio Balances by Percentage									9/30/2015			6/30/2015			3/31/2015		12/31/2014			9/30/2014
Commercial and industrial									44.3		%	44.1		%	43.0	%	42.4		%	41.6	%
Commercial real estate mortgage—owner-occupied									9.5		%	9.7		%	10.3	%	10.7		%	11.3	%
Commercial real estate construction—owner-occupied									0.5		%	0.6		%	0.6	%	0.5		%	0.5	%
Total commercial									54.3		%	54.4		%	53.9	%	53.6		%	53.4	%
Commercial investor real estate mortgage									5.4		%	5.6		%	5.7	%	6.0		%	6.4	%
Commercial investor real estate construction									3.1		%	3.0		%	3.1	%	2.8		%	2.5	%
Total investor real estate									8.5		%	8.6		%	8.8	%	8.8		%	8.9	%
Residential first mortgage									15.7		%	15.7		%	15.9	%	15.9		%	16.0	%
Home equity—first lien									8.1		%	8.0		%	8.0	%	8.0		%	8.0	%
Home equity—second lien									5.4		%	5.6		%	5.9	%	6.1		%	6.3	%
Indirect—vehicles									4.8		%	4.7		%	4.7	%	4.7		%	4.6	%
Indirect—other consumer									0.6		%	0.5		%	0.4	%	0.3		%	0.2	%
Consumer credit card									1.3		%	1.3		%	1.2	%	1.3		%	1.3	%
Other consumer									1.3		%	1.2		%	1.2	%	1.3		%	1.3	%
Total consumer									37.2		%	37.0		%	37.3	%	37.6		%	37.7	%
Total Loans									100.0		%	100.0		%	100.0	%	100.0		%	100.0	%

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2015 Earnings Release

Deposits



	As of
													9/30/2015					9/30/2015
($ amounts in millions)	9/30/2015		6/30/2015		3/31/2015		12/31/2014			9/30/2014			vs. 6/30/2015					vs. 9/30/2014
Customer Deposits
Interest-free deposits	$	34,117	$	33,810	$	33,553	$	31,747		$	31,388		$	307		0.9	%	$	2,729		8.7	%
Interest-bearing checking	21,096		21,315		21,780		21,544			21,152			(219		)	(1.0	)%	(56		)	(0.3	)%
Savings	7,184		7,157		7,146		6,653			6,597			27			0.4	%	587			8.9	%
Money market—domestic	26,541		26,417		26,371		25,396			25,983			124			0.5	%	558			2.1	%
Money market—foreign	256		258		238		265			243			(2		)	(0.8	)%	13			5.3	%
Low-cost deposits	89,194		88,957		89,088		85,605			85,363			237			0.3	%	3,831			4.5	%
Time deposits	7,784		8,118		8,389		8,595			8,767			(334		)	(4.1	)%	(983		)	(11.2	)%
Total Customer Deposits	96,978		97,075		97,477		94,200			94,130			(97		)	(0.1	)%	2,848			3.0	%
Corporate Treasury Deposits
Time deposits	200		—		—		—			—			200			NM		200			NM
Total Deposits	$	97,178	$	97,075	$	97,477	$	94,200		$	94,130		$	103		0.1	%	$	3,048		3.2	%

	Average Balances
($ amounts in millions)	3Q15		2Q15		1Q15		4Q14			3Q14			3Q15 vs. 2Q15					3Q15 vs. 3Q14
Customer Deposits
Interest-free deposits	$	34,089	$	33,708	$	32,255	$	31,951		$	31,184		$	381		1.1	%	$	2,905		9.3	%
Interest-bearing checking	20,992		21,494		21,769		21,003			20,944			(502		)	(2.3	)%	48			0.2	%
Savings	7,182		7,165		6,878		6,635			6,639			17			0.2	%	543			8.2	%
Money market—domestic	26,522		26,233		26,132		25,506			26,095			289			1.1	%	427			1.6	%
Money market—foreign	271		250		249		246			253			21			8.4	%	18			7.1	%
Low-cost deposits	89,056		88,850		87,283		85,341			85,115			206			0.2	%	3,941			4.6	%
Time deposits	7,958		8,250		8,500		8,683			8,856			(292		)	(3.5	)%	(898		)	(10.1	)%
Total Customer Deposits	97,014		97,100		95,783		94,024			93,971			(86		)	(0.1	)%	3,043			3.2	%
Corporate Treasury Deposits
Time deposits	152		—		—		—			—			152			NM		152			NM
Total Deposits	$	97,166	$	97,100	$	95,783	$	94,024		$	93,971		$	66		0.1	%	$	3,195		3.4	%


									As of
End of Period Deposits by Percentage										9/30/2015			6/30/2015			3/31/2015		12/31/2014			9/30/2014
Customer Deposits
Interest-free deposits										35.1		%	34.8		%	34.4	%	33.7		%	33.3	%
Interest-bearing checking										21.7		%	22.0		%	22.4	%	22.9		%	22.5	%
Savings										7.4		%	7.4		%	7.3	%	7.0		%	7.0	%
Money market—domestic										27.3		%	27.2		%	27.1	%	27.0		%	27.6	%
Money market—foreign										0.3		%	0.3		%	0.2	%	0.3		%	0.3	%
Low-cost deposits										91.8		%	91.7		%	91.4	%	90.9		%	90.7	%
Time deposits										8.0		%	8.3		%	8.6	%	9.1		%	9.3	%
Total Customer Deposits										99.8		%	100.0		%	100.0	%	100.0		%	100.0	%
Corporate Treasury Deposits
Time deposits										0.2		%	—		%	—	%	—		%	—	%
Total Deposits										100.0		%	100.0		%	100.0	%	100.0		%	100.0	%

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third 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)		9/30/2015			6/30/2015			3/31/2015			12/31/2014			9/30/2014
Tangible Common Ratios—Consolidated
Stockholders’ equity (GAAP)		$	16,952		$	16,899		$	17,051		$	16,873		$	17,039
Less:
Preferred stock (GAAP)		836			852			868			884			900
Intangible assets (GAAP)		5,094			5,084			5,088			5,091			5,103
Deferred tax liability related to intangibles (GAAP)		(168		)	(170		)	(173		)	(172		)	(181		)
Tangible common stockholders’ equity (non-GAAP)	A	$	11,190		$	11,133		$	11,268		$	11,070		$	11,217
Total assets (GAAP)		$	124,789		$	121,855		$	122,447		$	119,563		$	119,105
Less:
Intangible assets (GAAP)		5,094			5,084			5,088			5,091			5,103
Deferred tax liability related to intangibles (GAAP)		(168		)	(170		)	(173		)	(172		)	(181		)
Tangible assets (non-GAAP)	B	$	119,863		$	116,941		$	117,532		$	114,644		$	114,183
Shares outstanding—end of quarter	C	1,304			1,331			1,343			1,354			1,379
Tangible common stockholders’ equity to tangible assets (non-GAAP)	A/B	9.34		%	9.52		%	9.59		%	9.66		%	9.82		%
Tangible common book value per share (non-GAAP)	A/C	$	8.58		$	8.37		$	8.39		$	8.18		$	8.14



($ amounts in millions)		9/30/2015			6/30/2015			3/31/2015
Basel III Common Equity Tier 1 Ratio—Fully Phased-In Pro-Forma ⁽¹⁾
Stockholder's equity (GAAP)		$	16,952		$	16,899		$	17,051
Non-qualifying goodwill and intangibles		(4,913		)	(4,902		)	(4,910		)
Adjustments, including all components of accumulated other comprehensive income, disallowed deferred tax assets, threshold deductions and other adjustments		41			183			1
Preferred stock (GAAP)		(836		)	(852		)	(868		)
Basel III common equity Tier 1—Fully Phased-In Pro-Forma (non-GAAP)	D	$	11,244		$	11,328		$	11,274
Basel III risk-weighted assets—Fully Phased-In Pro-Forma (non-GAAP) ⁽²⁾	E	$	104,772		$	102,479		$	101,027
Basel III common equity Tier 1 ratio—Fully Phased-In Pro-Forma (non-GAAP)	D/E	10.7		%	11.1		%	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 Third 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 Third 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.

3rd Quarter Earnings Conference Call October 20, 2015 ® Exhibit 99.3

Third quarter 2015 results 2 *Annualized (1) Available to common shareholders from continuing operations (2) Excluding loans held for sale ($ in millions, except per share data) 3Q15 2Q15 Change Net Income(1) $246 $273 (10%) Diluted EPS(1) $0.19 $0.20 (5%) Diluted EPS Impact from significant items ($0.01) $0.01 NA Ending Loans $81,063 $80,149 1% Average Deposits $97,166 $97,100 0.1% Net Charge-offs as % of average loans* 0.30% 0.23% 7 bps Non-accrual loans(2) as % of loans 0.97% 0.94% 3 bps • Growth in checking accounts, credit card accounts and Regions360™ relationships • Net interest income growth of 2% - the highest quarterly increase in approximately 2 years • Loan growth of 1% on ending basis and 2% on average basis 3Q15 Highlights

Loans 3 For the quarter:  Ending loan balances up $914MM or 1%  Business lending achieved solid growth as balances increased 1%  Commercial and industrial grew 2%  Commitments increased 2%  Consumer lending had a strong quarter with every category achieving growth  Indirect vehicle loans up 3% as production increased 8%  Indirect lending other(1) increased 28%  Mortgage loan balances increased $141MM  Credit card balances increased 2%  Home equity increased $48MM as new production outpaced portfolio runoff Note: All percentage growth is for ending loans on a linked quarter basis (1) Includes partnerships with third parties, primarily home improvement retailers Ending loan balances ($ in billions) Average loan balances ($ in billions) $76.6 $77.3 $78.2 $80.1 $81.1 3Q14 4Q14 1Q15 2Q15 3Q15 $76.3 $77.2 $77.9 $79.2 $80.6 3Q14 4Q14 1Q15 2Q15 3Q15

$94.1 $94.2 $97.5 $97.1 $97.2 3Q14 4Q14 1Q15 2Q15 3Q15 Deposits and funding costs 4 30 bps 29 bps 29 bps 25 bps 25 bps 3Q14 4Q14 1Q15 2Q15 3Q15 Deposit costs Funding costs Ending deposit balances ($ in billions) Average deposit balances ($ in billions) $94.0 $94.0 $95.8 $97.1 $97.2 3Q14 4Q14 1Q15 2Q15 3Q15 3Q15 11 basis points ~Historical low~

$837 $837 $832 $839 $855 3.18% 3.17% 3.18% 3.16% 3.13% 3Q14 4Q14 1Q15 2Q15 3Q15 Net Interest Income (FTE) Net Interest Margin Net interest income and net interest margin  Net interest income on a FTE basis increased $16MM or 2%  Principal drivers were higher loan balances and balance sheet hedging strategies  Hedging strategies mitigate impact from low rate environment; benefit to net interest income while only modestly reducing asset sensitivity  Net interest margin declined 3 basis points to 3.13%, primarily affected by pressure on asset yields and higher cash balances 5 ($ in millions)

Non-interest income  Non-interest income declined following a strong second quarter  Mortgage income decreased 15%, primarily related to lower benefit from mortgage servicing rights and related hedge  Wealth management income up 5%, driven by insurance income and investment services fee income  Capital markets grew fees by $2MM mainly related to a pickup in loan syndications  Card and ATM fees increased 3% due to an increase in credit card usage and an increase in active credit cards 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.

826 859 840 859 894 110 65 75 1 $826 $969 $905 $934 $895 3Q14 4Q14 1Q15 2Q15 3Q15 Adjusted Non-Interest Expense⁽¹⁾ Selected Items⁽¹⁾ ($ in millions) Non-interest expense  Deposit administrative fees increased $31MM  Additional expense in 3Q of $23MM related to prior assessments as well as refunds in 2Q of $6MM from over payments  Salaries and benefits down 1%; additional headcount related primarily to continued strategic investments was offset by reductions in performance based incentives  Occupancy expenses increased linked quarter due to seasonal increases in utilities  Furniture and fixtures increased due to investments in technology and back office infrastructure  Outside services declined $2MM partially related to lower risk management and compliance costs  Adjusted efficiency ratio(1) was 66.8%; excluding additional deposit administrative fees the resulting efficiency ratio(1) was 65.0%  The company is committed to disciplined expense management and is taking steps to improve efficiencies 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 : $13MM in 3Q14, $29MM in 4Q14, $19MM in 1Q15, $18MM in 2Q15 and $14MM in 3Q15. $75 $83 $54 $46 $60 0.39% 0.42% 0.28% 0.23% 0.30% 3Q14 4Q14 1Q15 2Q15 3Q15 Net Charge-Offs Net Charge-Offs ratio 452 468 478 471 480 866 750 666 576 483 376 368 361 357 349 $1,694 $1,586 $1,505 $1,404 $1,312 3Q14 4Q14 1Q15 2Q15 3Q15 Residential First Mortgage All Other⁽³⁾ Home Equity $837 $829 $800 $751 $789 141% 133% 137% [VALUE] 141% 3Q14 4Q14 1Q15 2Q15 3Q15 NPLs Coverage Ratio 1,688 1,493 1,727 1,787 1,838 1,297 1,206 1,097 1,163 1,416 $2,985 $2,699 $2,824 $2,950 $3,254 3Q14 4Q14 1Q15 2Q15 3Q15 Classified Loans Special Mention Asset quality 8 Net charge-offs and ratio ($ in millions) NPLs and coverage ratio(1) ($ in millions) Troubled debt restructurings ($ in millions) Criticized and classified loans(2) ($ in millions)

81% 82% 80% 83% 83% 3Q14 4Q14 1Q15 2Q15 3Q15 12.7% 12.5% 12.2% 12.1% 11.7% 3Q14 4Q14 1Q15 2Q15 3Q15 Capital and liquidity  Repurchased $270MM or 26.6MM shares of common stock and declared dividends of $79MM  Transitional basis Basel III Common Equity Tier 1 ratio estimated at 11.0%, well above current regulatory minimums  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) 11.2% 11.0% 11.2% 11.1% 10.7% 3Q14 4Q14 1Q15 2Q15 3Q15

Expectations for 2015 10 Loans Net Interest Margin  Expect total loan growth in the 4% to 6% range on a point-to-point basis and expect to skew at the higher end of the range  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  We expect performance through year end to be marginally better than the full year guidance communicated in early 2015, which called for a decline of 10-12 basis points if rates remained persistently low.  Net interest income is expected to grow moderately even if rates remain low.  Committed to generating positive operating leverage over time Deposits  Expect full year average balance growth of 1% to 2% Operating leverage

11 Appendix

Energy lending 12  Securities portfolio contains ~$240MM of high quality, investment grade corporate grade bonds that are energy related at 9/30/15 ($ in millions) As of 3/31/15 As of 6/30/15 As of 9/30/15 Oilfield Services and supply $1,192 $1,216 $1,095 Exploration and production (Upstream) 1,123 958 960 Midstream 258 284 405 Downstream 45 67 71 Other 227 176 174 Total Energy – Oil, Gas and Coal 2,845 2,701 2,705 Indirect exposure: 497 570 554 Direct and indirect exposure $3,342 $3,271 $3,259 Oil Field Services Detail Type % of OFS # of Clients* Commentary Marine 44% 9 Shelf operators are under stress, but remain well collateralized. Deepwater operators remain stable. Integrated OFS 26% 13 Diverse client base with access to liquidity and capital markets. However, additional downgrades are likely. Compression 11% 4 Linked to movement of natural gas, sector is stable and lower risk. Fluid Management 9% 3 Future downgrades are expected. Pre-drilling / Drilling 8% 3 Clients are liquid with strong backlogs. Sand 2% 2 Small number of outstandings. Outstanding Balances *Represents the number of clients that make up 75% of the loan balances outstanding

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) 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. (3) Insurance proceeds recognized in the second quarter of 2015 are related to the settlement of the previously disclosed 2010 class-action lawsuit. (4) Excluding $23 million of deposit administrative fee adjustments to prior assessments recorded in the third quarter of 2015, the adjusted efficiency ratio would have been 65.0% The table below presents computations of the efficiency ratio (non-GAAP), which is a measure of productivity, generally calculated as non-interest expense divided by total revenue. Management uses this ratio to monitor performance and believes this measure provides meaningful information to investors. Non-interest expense (GAAP) is presented excluding certain adjustments to arrive at adjusted non-interest expense (non-GAAP), which is the numerator for the efficiency ratio. Non-interest income (GAAP) is presented excluding certain adjustments to arrive at adjusted non-interest income (non-GAAP). Net interest income on a taxable-equivalent basis and non-interest income are added together to arrive at total revenue on a taxable-equivalent basis. Adjustments are made to arrive at adjusted total revenue on a taxable-equivalent basis (non-GAAP), which is the denominator for the efficiency ratio. Regions believes that the exclusion of these adjustments provides a meaningful base for period-to-period comparisons, which management believes will assist investors in analyzing the operating results of the Company and predicting future performance. These non-GAAP financial measures are also used by management to assess the performance of Regions’ business. It is possible that the activities related to the adjustments may recur; however, management does not consider the activities related to the adjustments to be indications of ongoing operations. Regions believes that presentation of these non-GAAP financial measures will permit investors to assess the performance of the Company on the same basis as that applied by management. Quarter Ended ($ amounts in millions) 9/30/2015 6/30/2015 3/31/2015 12/31/2014 9/30/2014 3Q15 vs. 2Q15 3Q15 vs. 3Q14 ADJUSTED EFFICIENCY AND FEE INCOME RATIOS, ADJUSTED NON-INTEREST INCOME/EXPENSE- CONTINUING OPERATIONS Non-interest expense (GAAP) $ 895 $ 934 $ 905 $ 969 $ 826 $ (39 ) (4.2 )% $ 69 8.4 % Adjustments: Professional, legal and regulatory expenses (1) — (48 ) — (100 ) — 48 (100.0 )% — NM Branch consolidation, property and equipment charges (2) (1 ) (27 ) (22 ) (10 ) — 26 (96.3 )% (1 ) NM Loss on early extinguishment of debt — — (43 ) — — — NM — NM Adjusted non-interest expense (non-GAAP) A $ 894 $ 859 $ 840 $ 859 $ 826 $ 35 4.1 % $ 68 8.2 % Net interest income (GAAP) $ 836 $ 820 $ 815 $ 820 $ 821 $ 16 2.0 % $ 15 1.8 % Taxable-equivalent adjustment 19 19 17 17 16 — — % 3 18.8 % Net interest income, taxable-equivalent basis B $ 855 $ 839 $ 832 $ 837 $ 837 $ 16 1.9 % $ 18 2.2 % Non-interest income (GAAP) C $ 497 $ 590 $ 470 $ 474 $ 497 $ (93 ) (15.8 )% $ — — % Adjustments: Securities gains, net (7 ) (6 ) (5 ) (12 ) (7 ) (1 ) 16.7 % — — % Insurance proceeds (3) — (90 ) — — — 90 (100.0 )% — NM Leveraged lease termination gains, net (6 ) — (2 ) — (9 ) (6 ) NM 3 (33.3 )% Adjusted non-interest income (non-GAAP) D $ 484 $ 494 $ 463 $ 462 $ 481 $ (10 ) (2.0 )% $ 3 0.6 % Total revenue, taxable-equivalent basis B+C $ 1,352 $ 1,429 $ 1,302 $ 1,311 $ 1,334 $ (77 ) (5.4 )% $ 18 1.3 % Adjusted total revenue, taxable-equivalent basis (non-GAAP) B+D=E $ 1,339 $ 1,333 $ 1,295 $ 1,299 $ 1,318 $ 6 0.5 % $ 21 1.6 % Adjusted efficiency ratio (non-GAAP) (4) A/E 66.8 % 64.5 % 64.9 % 66.1 % 62.7 % Adjusted fee income ratio (non-GAAP) D/E 36.2 % 37.0 % 35.7 % 35.6 % 36.5 %

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) 9/30/2015 6/30/2015 3/31/2015 Basel III Common Equity Tier 1 Ratio—Fully Phased-In Pro-Forma (1) Stockholder's equity (GAAP) $ 16,952 $ 16,899 $ 17,051 Non-qualifying goodwill and intangibles (4,913 ) (4,902 ) (4,910 ) Adjustments, including all components of accumulated other comprehensive income, disallowed deferred tax assets, threshold deductions and other adjustments 41 183 1 Preferred stock (GAAP) (836 ) (852 ) (868 ) Basel III common equity Tier 1—Fully Phased-In Pro-Forma (non-GAAP) A $ 11,244 $ 11,328 $ 11,274 Basel III risk-weighted assets—Fully Phased-In Pro-Forma (non-GAAP) (2) B $ 104,772 $ 102,479 $ 101,027 Basel III common equity Tier 1 ratio—Fully Phased-In Pro-Forma (non-GAAP) A/B 10.7 % 11.1 % 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 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: Oct 19

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