Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 20, 2014

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 21, 2014, Regions Financial Corporation (“Regions”) will issue a press release announcing its preliminary results of operations for the quarter ended September 30, 2014. A copy of the press release is attached hereto as Exhibit 99.1. Supplemental financial information for the quarter ended September 30, 2014 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 21, 2014. 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 21, 2014.

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 21, 2014
99.2			Supplemental Financial Information
99.3			Visual Presentation of October 21, 2014

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 20, 2014

Exhibit 99.1




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

Regions reports an increase in third quarter net income and total revenue

Highlights:


•	Net income available to common shareholders increased $13 million or 4 percent from the prior quarter while earnings per diluted share increased to $0.22


•	Total revenue increased $20 million or 2 percent from the prior quarter


•	Adjusted efficiency ratio⁽¹⁾ improved to 63.6 percent


•	Asset quality remained solid with a net charge-off ratio of 0.39 percent


•	Capital levels remained strong as the estimated Tier 1 Common ratio⁽¹⁾ was 11.8 percent* at quarter-end

BIRMINGHAM, Ala. - (BUSINESS WIRE) - October 21, 2014 - Regions Financial Corporation (NYSE:RF) today announced earnings for the third quarter of 2014. The company reported net income available to common shareholders of $305 million and earnings per diluted share of $0.22.

Increasing sales and expanding customer relationships

Regions’ third quarter results reflect its continued focus on meeting a diverse range of customer needs while appropriately managing risk. The company again grew checking accounts and expanded the total number of quality households, both of which are essential to supporting sustainable long-term growth. The company continued to increase sales and deepen relationships, while increasing efficiency through continuous business process improvement.

“Our results demonstrate that, even in a challenging environment, we are growing the franchise through a disciplined focus on banking fundamentals,” said Grayson Hall, chairman, president and CEO. “At the same time, we believe the recent positive credit rating agencies' actions reflect our improved risk profile, indicating further signs of our progress.”

Modest loan growth but remaining prudent and disciplined

Total loan balances were $77 billion at the end of the quarter, an increase of $94 million from the previous quarter. Year-to-date loan balances increased $2 billion or 3 percent. The consumer lending portfolio led the modest loan growth from the previous quarter.

The consumer lending portfolio totaled $29 billion at the end of the quarter, an increase of $120 million over the prior quarter as production increased 2 percent. Indirect auto lending continued to demonstrate

consistent growth as balances have steadily increased over the last 3 years. The indirect auto loan portfolio totaled $3.5 billion, an increase from the prior quarter of $121 million or 4 percent.

Credit card balances increased 2 percent as spend volume and active card users increased 2 and 4 percent, respectively. Mortgage balances increased 1 percent over the prior quarter as production increased 1 percent, and mortgage prepayments remained subdued. Mortgage originations continued to be driven by purchases of new homes which represented 75 percent of total originations. These positive trends were somewhat offset by a $96 million decline in home equity balances.

The business lending portfolio totaled $48 billion at the end of the quarter, bringing year-to-date growth to $1.7 billion. Although the overall lending environment continues to be challenging, the company remains committed to maintaining prudent underwriting standards. Disciplined underwriting, coupled with loan payoffs related to customer mergers and acquisitions and refinancing activities resulted in a decline in total business lending balances. During the third quarter, total business loan production amounted to $12 billion compared to $14 billion in the second quarter. While line utilization decreased 40 basis points, commitments for new loans increased 2 percent from the previous quarter.

Total deposit balances were $94 billion, an increase of $1.7 billion or 2 percent year-to-date. The mix of deposits continued to improve as low-cost deposits increased $492 million in the quarter, while higher-cost certificates of deposit declined $184 million. Low-cost deposits as a percent of average deposits were 91 percent at the end of the quarter. Deposit costs remained at historic lows and were 11 basis points in the third quarter while total funding costs were 30 basis points.

Total revenue increased 2 percent

Total revenue increased 2 percent or $20 million compared to the previous quarter. Net interest income on a fully taxable equivalent basis was $837 million, and the resulting net interest margin was 3.18 percent. Net interest margin was negatively impacted by higher levels of cash and day count when compared to the prior quarter. Both net interest income and net interest margin were adversely impacted by lower asset yields driven by the persistently low rate environment and competitive pricing pressures.

Non-interest income increased $21 million, or 5 percent from the previous quarter. Revenue growth from the previous quarter was led by capital markets and service charges, which increased $8 million and $7 million respectively. Also, card and ATM fees increased $1 million, or 1 percent, as credit card spending increased. Credit card penetration rates increased to 15 percent of total consumer households as the company remains focused on opportunities within the existing customer base. In the third quarter, the company recognized net gains totaling $7 million related to the sale of investments in the securities portfolio. Additionally, certain leveraged leases were terminated resulting in a gain of $9 million with a partially offsetting $6 million tax expense.

Expenses reflect investments in talent and technology

Expenses totaled $826 million, and adjusted expenses⁽¹⁾ were flat from the prior quarter as the company continued to manage expenses while investing in talent and technology. Salary and benefit expenses increased 3 percent from the prior quarter, primarily driven by an increase in headcount and related benefits and incentives. The company remains committed to efficiency improvements and enhancing the customer experience through on-going investments in technology.

The company’s adjusted efficiency ratio⁽¹⁾ was 63.6 percent at the end of the third quarter, an improvement of 60 basis points from the previous quarter.

Maintaining solid asset quality

Regions’ results reflect solid asset quality driven by an improved economy and our continued risk discipline. Net charge-offs were $75 million, representing 0.39 percent of average loans. The provision for loan losses was $24 million, and the resulting allowance for loan and lease losses totaled 1.54 percent of total loans outstanding at the end of the quarter, a decline of 7 basis points from last quarter.

Non-performing loans (excluding loans held for sale) declined to $837 million, or 7 percent from the prior quarter. In addition, total delinquencies declined 4 percent, troubled debt restructurings (TDRs) declined 7 percent, and both criticized and classified loans declined from the prior quarter. These positive trends reflect the continuation of improving asset quality.

Strong capital and solid liquidity

Regions' capital position remains strong as the Tier 1 ratio was estimated at 12.7* percent at quarter-end. In addition, the Tier 1 Common ratio⁽¹⁾ was estimated at 11.8* percent, an increase of 20 basis points from last quarter, and the Common Equity Tier 1 Basel III ratio⁽¹⁾ was estimated at 11.2* percent. The company plans to begin repurchasing shares of common stock in the fourth quarter pursuant to its previously disclosed $350 million share repurchase program.

The company’s liquidity position remained solid as the loan to deposit ratio at the end of the quarter was 81 percent. The company remains well positioned as it relates to the final liquidity coverage ratio rule recently released by the joint supervisory committee and expects to be fully compliant by the January 2016 deadline.



Highlights	Quarter Ended
($ in millions, except per share data)	9/30/2014				6/30/2014				9/30/2013
Net Income
Net interest income	$	821			$	822			$	824
Non-interest income	478				457				495
Total revenue	1,299				1,279				1,319
Provision for loan losses	24				35				18
Non-interest expense	826				820				884
Income from continuing operations before income tax	449				424				417
Income tax expense	127				125				124
Income from continuing operations (A)	322				299				293
Income (loss) from discontinued operations, net of tax	3				1				—
Net income	325				300				293
Preferred dividends (B) ⁽³⁾	20				8				8
Net income available to common shareholders	$	305			$	292			$	285
Income from continuing operations available to common shareholders (A) – (B)	$	302			$	291			$	285

Diluted EPS Summary
Earnings per common share	$	0.22			$	0.21			$	0.20
Income (loss) per share from discontinued operations	—				—				—
Earnings per common share from continuing operations	$	0.22			$	0.21			$	0.20

Key Ratios
Net interest margin (FTE) from continuing operations~	3.18		%		3.24		%		3.24		%
Tier 1 capital^*	12.7		%		12.5		%		11.5		%
Tier 1 common risk-based ratio (non-GAAP)^*(1)	11.8		%		11.6		%		11.0		%
Basel III common equity Tier 1 ratio (non-GAAP)^*(1)	11.2		%		11.0		%		10.4		%
Tangible common stockholders’ equity to tangible assets (non-GAAP)⁽¹⁾	9.92		%		9.84		%		9.02		%
Tangible common book value per share (non-GAAP)⁽¹⁾	$	8.23			$	8.12			$	7.32
Allowance for loan losses as a percentage of loans, net of unearned income	1.54	%		1.61		%		2.03		%
Net charge-offs as a percentage of average net loans~	0.39		%		0.35		%		0.60		%
Non-accrual loans, excluding loans held for sale, as a percentage of loans	1.09		%		1.17		%		1.78		%
Non-performing assets as a percentage of loans, foreclosed properties and non-performing loans held for sale	1.30		%		1.37		%		2.03		%
Non-performing assets (including 90+ past due) as a percentage of loans, foreclosed properties and non-performing loans held for sale⁽²⁾	1.61		%		1.69		%		2.38		%

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

~Annualized

(1) Non-GAAP, refer to pages 12, and 16-18 of the financial supplement to this earnings release

(2) Guaranteed residential first mortgages were excluded from the 90+ past due amounts, refer to pages 11 and 14 of the financial supplement to this earnings release

(3) Preferred stock expense increased to $20 million in the third quarter attributable to the preferred stock issuance in April. Due to the timing of this issuance, the first coupon period was longer than future coupon periods and resulted in additional expense of approximately $4 million dollars. Going forward, the run-rate for preferred stock expense will be approximately $16 million dollars, assuming the current level of preferred stock outstanding.

About Regions Financial Corporation

Regions Financial Corporation (NYSE:RF), with $119 billion in assets, is a member of the S&P 500 Index and is one of the nation’s largest full-service providers of consumer and commercial banking, wealth management, mortgage, and insurance products and services. Regions serves customers in 16 states across the South, Midwest and Texas, and through its subsidiary, Regions Bank, operates approximately 1,700 banking offices and 2,000 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 reduction of economic growth.


•	Possible changes in trade, monetary and fiscal policies of, and other activities undertaken by, governments, agencies, central banks and similar organizations.


•	The effects of a possible downgrade in the U.S. government’s sovereign credit rating or outlook.


•	Possible changes in market interest rates.


•	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.


•	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.


•	Our ability to develop and gain acceptance from current and prospective customers for new products and services in a timely manner.


•	Changes in laws and regulations affecting our businesses, including changes in the enforcement and interpretation of such laws and regulations by applicable governmental and self-regulatory agencies.


•	Our ability to obtain regulatory approval (as part of the 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 issue or redeem preferred stock or other regulatory capital instruments.


•	Our ability to comply with applicable capital and liquidity requirements (including finalized Basel III capital standards), including our ability to generate capital internally or raise capital on favorable terms.


•	The costs and other 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.


•	Any adverse change to our ability to collect interchange fees in a profitable manner, whether such change is the result of regulation, litigation, legislation, or other governmental action.


•	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.


•	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.


•	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.


•	The effects of man-made and natural disasters, including fires, floods, droughts, tornadoes, hurricanes and environmental damage.


•	Our ability to keep pace with technological changes.


•	Our ability to identify and address cyber-security risks such as data security breaches, “denial of service” attacks, “hacking” and identity theft.


•	Possible downgrades in our credit ratings or outlook.


•	The effects of problems encountered by other financial institutions that adversely affect us or the banking industry generally.


•	The effects of the failure of any component of our business infrastructure which is provided by a third party.


•	Our ability to receive dividends from our subsidiaries.


•	Changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or other regulatory agencies.


•	The effects of any damage to 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, 2013, as filed with the Securities and Exchange Commission.

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 Jeremy King at (205) 264-4551.

Use of non-GAAP financial measures

Regions' 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. The computation of the adjusted efficiency ratio includes certain adjustments to non-interest expense (GAAP) to arrive at adjusted non-interest expense (non-GAAP), which is the numerator for the adjusted 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 adjusted 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 adjusted fee income and adjusted 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. Traditionally, the Federal Reserve and other banking regulatory bodies have assessed a bank’s capital adequacy based on Tier 1 capital, the calculation of which is codified in federal banking regulations. In connection with the company’s Comprehensive Capital Analysis and Review process, these regulators supplement their assessment of the capital adequacy of a bank based on a variation of Tier 1 capital, known as Tier 1 common equity. While not prescribed in amount by federal banking regulations, under Basel I, analysts and banking regulators have assessed Regions’ capital adequacy using the tangible common stockholders’ equity and/or the Tier 1 common equity measure. Because tangible common stockholders’ equity and Tier 1 common equity are not formally defined by GAAP or prescribed in amount by the federal banking regulations, under Basel I, these measures are currently considered to be non-GAAP financial measures and other entities may calculate them differently than Regions’ disclosed calculations. Since analysts and banking regulators may assess Regions’ capital adequacy using tangible common stockholders’ equity and Tier 1 common equity, management believes that it is useful to provide investors the ability to assess Regions’ capital adequacy on these same bases.

Tier 1 common equity is often expressed as a percentage of risk-weighted assets. Under the risk-based capital framework, a company’s balance sheet assets and credit equivalent amounts of off-balance sheet items are assigned to one of four broad risk categories. The aggregated dollar amount in each category is then multiplied by the risk-weighted category. The resulting weighted values from each of the four categories are added together, and this sum is the risk-weighted assets total that, as adjusted, comprises the denominator of certain risk-based capital ratios. Tier 1 capital is then divided by this denominator (risk-weighted assets) to determine the Tier 1 capital ratio. Adjustments are made to Tier 1 capital to arrive at Tier 1 common equity. Tier 1 common equity is also divided by the risk-weighted assets to determine the Tier 1 common equity ratio. The amounts disclosed as risk-weighted assets are calculated consistent with banking regulatory requirements.

In December 2010, the Basel Committee on Banking Supervision (the “Basel Committee”) released its final framework for Basel III, which will strengthen international capital and liquidity regulation. In June 2012, U.S. Regulators released three separate Notices of Proposed Rulemaking covering U.S. implementation of the Basel III framework. In July 2013, U.S. Regulators released final rules covering the U.S. implementation of the Basel III framework, which will change capital requirements and place greater emphasis on common equity. For

Regions, the Basel III framework will be phased in beginning in 2015 with full implementation complete beginning in 2019. The calculations provided are estimates, based on Regions’ current understanding of the final framework, 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 the Basel III implementation regulations are not formally defined by GAAP, these measures are considered to be non-GAAP financial measures, and other entities may calculate them differently from Regions’ disclosed calculations. Since analysts and banking regulators may assess Regions’ capital adequacy using the Basel III framework, we believe that it is useful to provide investors the ability to assess Regions’ capital adequacy on the same basis.

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

See page 12 of the supplement to this earnings release for the reconciliation of select annualized net charge-offs as a percentage of average loans ratios (GAAP) to select adjusted annualized net charge-offs as a percentage of average loans ratios (non-GAAP). See pages 16-18 of the supplement to this earnings release for 1) a reconciliation of average and ending stockholders’ equity (GAAP) to average and ending tangible common stockholders’ equity (non-GAAP), 2) computation of return on average tangible common stockholders’ equity (non-GAAP), 3) computation of Basel III common equity Tier1 (non-GAAP) 4) a reconciliation of total assets (GAAP) to tangible assets (non-GAAP), 5) computation of tangible common stockholders’ equity (non-GAAP) to tangible assets (non-GAAP) and tangible common book value per share (non-GAAP), 6) a reconciliation of stockholders’ equity (GAAP) to Tier 1 common equity (non-GAAP), 7) computation of Tier 1 common and Basel III common equity Tier1 risk-based ratios (non-GAAP), 8) a reconciliation of non-interest expense (GAAP) to adjusted non-interest expense (non-GAAP),9) a reconciliation of non-interest income (GAAP) to adjusted non-interest income (non-GAAP), and 10) a computation of the adjusted efficiency and fee income ratios (non-GAAP).

Exhibit 99.2

Regions Financial Corporation and Subsidiaries

Financial Supplement

Third Quarter 2014

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2014 Earnings Release

Table of Contents




		Page

Consolidated Balance Sheets		1

Consolidated Statements of Income		2

Selected Ratios and Other Information		3

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

Loans		6

Deposits		7

Pre-Tax Pre-Provision Income (“PPI”) and Adjusted PPI		8

Non-Interest Income, Mortgage Income and Wealth Management Income		9

Non-Interest Expense		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 Maturities		13
Early and Late Stage Delinquencies		14
Troubled Debt Restructurings		15

Reconciliation to GAAP Financial Measures
Adjusted Efficiency Ratios, Adjusted Fee Income Ratios, and Adjusted Non-Interest Income / Expense		16
Return Ratios, Tangible Common Ratios and Capital		17

Statements of Discontinued Operations		19

Forward-Looking Statements		20

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2014 Earnings Release

Consolidated Balance Sheets (unaudited)



	As of
($ amounts in millions)	9/30/2014			6/30/2014			3/31/2014			12/31/2013			9/30/2013
Assets:
Cash and due from banks	$	1,770		$	2,094		$	2,072		$	1,661		$	2,032
Interest-bearing deposits in other banks	2,993			2,705			3,114			3,612			1,827
Federal funds sold and securities purchased under agreements to resell	20			20			10			—			—
Trading account securities	103			100			117			111			119
Securities held to maturity	2,222			2,275			2,317			2,353			2,388
Securities available for sale	22,379			21,963			21,615			21,485			21,630
Loans held for sale	504			514			395			1,055			673
Loans, net of unearned income	76,607			76,513			75,680			74,609			75,892
Allowance for loan losses	(1,178		)	(1,229		)	(1,261		)	(1,341		)	(1,540		)
Net loans	75,429			75,284			74,419			73,268			74,352
Other interest-earning assets	91			65			86			86			105
Premises and equipment, net	2,192			2,194			2,194			2,216			2,218
Interest receivable	310			308			316			313			331
Goodwill	4,816			4,816			4,816			4,816			4,816
Residential mortgage servicing rights at fair value (MSRs)	277			276			288			297			281
Other identifiable intangible assets	287			281			294			295			307
Other assets	5,833			5,824			5,880			5,828			5,785
Total assets	$	119,226		$	118,719		$	117,933		$	117,396		$	116,864
Liabilities and stockholders’ equity:
Deposits:
Non-interest-bearing	$	31,388		$	31,277		$	31,154		$	30,083		$	30,308
Interest-bearing	62,742			62,545			62,239			62,370			62,013
Total deposits	94,130			93,822			93,393			92,453			92,321
Borrowed funds:
Short-term borrowings:
Federal funds purchased and securities sold under agreements to repurchase	1,893			1,818			1,981			2,182			1,773
Long-term borrowings	3,813			3,824			4,226			4,830			4,838
Total borrowed funds	5,706			5,642			6,207			7,012			6,611
Other liabilities	2,230			2,226			2,201			2,163			2,443
Total liabilities	102,066			101,690			101,801			101,628			101,375
Stockholders’ equity:
Preferred stock, non-cumulative perpetual	900			920			442			450			458
Common stock	14			14			14			14			14
Additional paid-in capital	19,069			19,121			19,179			19,216			19,248
Retained earnings (deficit)	(1,272		)	(1,597		)	(1,897		)	(2,216		)	(2,443		)
Treasury stock, at cost	(1,377		)	(1,377		)	(1,377		)	(1,377		)	(1,377		)
Accumulated other comprehensive income (loss), net	(174		)	(52		)	(229		)	(319		)	(411		)
Total stockholders’ equity	17,160			17,029			16,132			15,768			15,489
Total liabilities and stockholders’ equity	$	119,226		$	118,719		$	117,933		$	117,396		$	116,864

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2014 Earnings Release

Consolidated Statements of Income (unaudited)



	Quarter Ended
($ amounts in millions, except per share data)	9/30/2014		6/30/2014		3/31/2014		12/31/2013			9/30/2013
Interest income on:
Loans, including fees	$	736	$	737	$	732	$	758		$	758
Securities—taxable	154		156		154		151			144
Loans held for sale	5		4		8		6			6
Trading account securities	—		—		2		1			1
Other interest-earning assets	2		2		2		1			2
Total interest income	897		899		898		917			911
Interest expense on:
Deposits	26		25		27		29			31
Short-term borrowings	—		1		—		—			1
Long-term borrowings	50		51		55		56			55
Total interest expense	76		77		82		85			87
Net interest income	821		822		816		832			824
Provision for loan losses	24		35		2		79			18
Net interest income after provision for loan losses	797		787		814		753			806
Non-interest income:
Service charges on deposit accounts	181		174		173		185			190
Card and ATM fees	85		84		79		80			82
Mortgage income	39		43		40		43			52
Securities gains, net	7		6		2		—			3
Other	166		150		144		218			168
Total non-interest income	478		457		438		526			495
Non-interest expense:
Salaries and employee benefits	456		443		455		464			455
Net occupancy expense	92		90		93		91			92
Furniture and equipment expense	73		70		70		71			71
Other	205		217		199		320			266
Total non-interest expense	826		820		817		946			884
Income from continuing operations before income taxes	449		424		435		333			417
Income tax expense	127		125		128		92			124
Income from continuing operations	322		299		307		241			293
Discontinued operations:
Income (loss) from discontinued operations before income taxes	5		2		19		(25		)	(1		)
Income tax expense (benefit)	2		1		7		(11		)	(1		)
Income (loss) from discontinued operations, net of tax	3		1		12		(14		)	—
Net income	$	325	$	300	$	319	$	227		$	293
Net income from continuing operations available to common shareholders	$	302	$	291	$	299	$	233		$	285
Net income available to common shareholders	$	305	$	292	$	311	$	219		$	285
Weighted-average shares outstanding—during quarter:
Basic	1,378		1,378		1,378		1,378			1,388
Diluted	1,389		1,390		1,390		1,395			1,405
Actual shares outstanding—end of quarter	1,379		1,378		1,378		1,378			1,378
Earnings per common share from continuing operations:
Basic	$	0.22	$	0.21	$	0.22	$	0.17		$	0.21
Diluted	$	0.22	$	0.21	$	0.21	$	0.17		$	0.20
Earnings per common share:
Basic	$	0.22	$	0.21	$	0.23	$	0.16		$	0.21
Diluted	$	0.22	$	0.21	$	0.22	$	0.16		$	0.20
Cash dividends declared per common share	$	0.05	$	0.05	$	0.03	$	0.03		$	0.03
Taxable-equivalent net interest income from continuing operations	$	837	$	837	$	831	$	846		$	838

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2014 Earnings Release

Selected Ratios and Other Information



	As of and for Quarter Ended
	9/30/2014			6/30/2014			3/31/2014			12/31/2013			9/30/2013
Return on average assets from continuing operations*	1.01		%	0.99		%	1.03		%	0.79		%	0.97		%
Return on average tangible common stockholders’ equity (non-GAAP)* ⁽¹⁾	10.78		%	10.68		%	11.84		%	8.58		%	11.41		%
Adjusted efficiency ratio from continuing operations (non-GAAP) ⁽¹⁾	63.6		%	64.2		%	66.9		%	66.3		%	67.3		%
Common book value per share	$	11.79		$	11.69		$	11.38		$	11.12		$	10.90
Tangible common book value per share (non-GAAP) ⁽¹⁾	$	8.23		$	8.12		$	7.81		$	7.54		$	7.32
Tangible common stockholders’ equity to tangible assets (non-GAAP) ⁽¹⁾	9.92		%	9.84		%	9.53		%	9.24		%	9.02		%
Tier 1 common equity risk-based ratio (non-GAAP) ⁽¹⁾⁽²⁾	11.8		%	11.6		%	11.4		%	11.2		%	11.0		%
Basel III common equity Tier 1 ratio (non-GAAP) ⁽¹⁾⁽²⁾	11.2		%	11.0		%	10.8		%	10.6		%	10.4		%
Tier 1 capital ratio ⁽²⁾	12.7		%	12.5		%	11.8		%	11.7		%	11.5		%
Total risk-based capital ratio ⁽²⁾	15.5		%	15.3		%	14.9		%	14.7		%	14.5		%
Leverage ratio ⁽²⁾	11.0		%	10.8		%	10.2		%	10.0		%	9.9		%
Allowance for loan losses as a percentage of loans, net of unearned income	1.54		%	1.61		%	1.67		%	1.80		%	2.03		%
Allowance for loan losses to non-performing loans, excluding loans held for sale	1.41x			1.37x			1.18x			1.24x			1.14x
Net interest margin (FTE) from continuing operations*	3.18		%	3.24		%	3.26		%	3.26		%	3.24		%
Loans, net of unearned income, to total deposits	81.4		%	81.6		%	81.0		%	80.7		%	82.2		%
Net charge-offs as a percentage of average loans*	0.39		%	0.35		%	0.44		%	1.46		%	0.60		%
Adjusted net charge-offs as a percentage of average loans (non-GAAP)* ⁽¹⁾	0.39		%	0.35		%	0.44		%	0.67		%	0.60		%
Non-accrual loans, excluding loans held for sale, as a percentage of loans	1.09		%	1.17		%	1.41		%	1.45		%	1.78		%
Non-performing assets (excluding loans 90 days past due) as a percentage of loans, foreclosed properties and non-performing loans held for sale	1.30		%	1.37		%	1.63		%	1.74		%	2.03		%
Non-performing assets (including loans 90 days past due) as a percentage of loans, foreclosed properties and non-performing loans held for sale ⁽³⁾	1.61		%	1.69		%	1.97		%	2.08		%	2.38		%
Associate headcount	23.599			23,416			23,687			24,255			24,068
ATMs	1,995			1,990			2,002			2,029			2,030

Branch Statistics
Full service	1,589			1,592			1,592			1,624			1,625
Drive-thru/transaction service only	82			81			81			81			81
Total branch outlets	1,671			1,673			1,673			1,705			1,706

*Annualized


(1)	See reconciliation of GAAP to non-GAAP Financial Measures on pages 12 and 16-18.


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


(3)	Excludes guaranteed residential first mortgages that are 90+ days past due and still accruing. Refer to the footnotes on page 14 for amounts related to these loans.

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2014 Earnings Release

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



	Quarter Ended
	9/30/2014							6/30/2014
($ amounts in millions; yields on taxable-equivalent basis)	Average Balance			Income/ Expense		Yield/ Rate		Average Balance			Income/ Expense		Yield/ Rate
Assets
Interest-earning assets:
Federal funds sold and securities purchased under agreements to resell	$	4		$	—	0.86	%	$	16		$	—	0.86	%
Trading account securities	101			—		0.94		115			—		0.76
Securities:
Taxable	24,264			154		2.51		23,856			156		2.62
Tax-exempt	3			—		—		3			—		—
Loans held for sale	512			5		3.95		413			4		3.96
Loans, net of unearned income:
Commercial and industrial	31,255			285		3.61		31,058			284		3.68
Commercial real estate mortgage—owner-occupied	8,886			110		4.89		9,170			111		4.85
Commercial real estate construction—owner-occupied	351			4		4.12		357			4		4.09
Commercial investor real estate mortgage	5,071			39		3.08		5,296			42		3.20
Commercial investor real estate construction	1,876			15		3.27		1,822			15		3.18
Residential first mortgage	12,212			122		3.97		12,137			121		3.99
Home equity	10,999			99		3.59		11,106			100		3.62
Indirect	3,504			30		3.39		3,376			29		3.46
Consumer credit card	952			27		11.33		926			25		11.10
Other consumer	1,173			21		7.12		1,142			21		7.31
Total loans, net of unearned income	76,279			752		3.91		76,390			752		3.95
Other interest-earning assets	3,266			2		0.25		2,844			2		0.25
Total interest-earning assets	104,429			913		3.47		103,637			914		3.54
Allowance for loan losses	(1,214		)					(1,246		)
Cash and due from banks	1,781							1,767
Other non-earning assets	13,792							13,838
	$	118,788						$	117,996
Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Savings	$	6,429		1		0.11		$	6,468		2		0.10
Interest-bearing checking	20,944			5		0.10		20,476			4		0.09
Money market	26,558			7		0.11		26,112			7		0.10
Time deposits	8,856			13		0.56		9,067			12		0.52
Total interest-bearing deposits ⁽¹⁾	62,787			26		0.17		62,123			25		0.16
Federal funds purchased and securities sold under agreements to repurchase	1,796			—		0.06		2,017			1		0.09
Other short-term borrowings	—			—		—		54			—		0.23
Long-term borrowings	3,820			50		5.12		4,161			51		4.98
Total interest-bearing liabilities	68,403			76		0.44		68,355			77		0.45
Non-interest-bearing deposits ⁽¹⁾	31,184			—		—		30,866			—		—
Total funding sources	99,587			76		0.30		99,221			77		0.31
Net interest spread						3.03							3.09
Other liabilities	2,168							2,107
Stockholders’ equity	17,033							16,668
	$	118,788						$	117,996
Net interest income/margin FTE basis				$	837	3.18	%				$	837	3.24	%

________


(1)	Total deposit costs from continuing operations may be calculated by dividing total interest expense on deposits by the sum of interest-bearing deposits and non-interest bearing deposits. The rates for total deposit costs from continuing operations equal 0.11% and 0.11% for the quarters ended September 30, 2014 and June 30, 2014, respectively.

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2014 Earnings Release

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



	Quarter Ended
	3/31/2014							12/31/2013							9/30/2013
($ 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	$	9		$	—	0.86	%	$	—		$	—	—	%	$	—		$	—	—	%
Trading account securities	111			2		6.31		110			1		3.86		107			1		1.52
Securities:
Taxable	23,872			154		2.62		23,771			151		2.52		24,074			144		2.38
Tax-exempt	4			—		—		5			—		—		5			—		—
Loans held for sale	854			8		3.89		625			6		3.94		751			6		3.34
Loans, net of unearned income:
Commercial and industrial	29,993			278		3.75		29,950			287		3.81		29,319			284		3.84
Commercial real estate mortgage—owner-occupied	9,391			111		4.81		9,613			116		4.81		9,678			116		4.77
Commercial real estate construction—owner-occupied	341			3		4.00		302			3		3.86		368			4		4.22
Commercial investor real estate mortgage	5,287			45		3.42		5,405			47		3.46		5,712			51		3.53
Commercial investor real estate construction	1,524			12		3.28		1,426			13		3.44		1,251			10		3.48
Residential first mortgage	12,127			122		4.07		12,752			126		3.92		12,835			128		3.95
Home equity	11,216			101		3.64		11,311			102		3.59		11,351			103		3.58
Indirect	3,189			29		3.66		3,014			29		3.77		2,810			28		3.88
Consumer credit card	926			26		11.23		910			28		11.83		878			26		12.16
Other consumer	1,145			20		7.26		1,160			21		7.21		1,157			22		7.52
Total loans, net of unearned income	75,139			747		4.03		75,843			772		4.04		75,359			772		4.07
Other interest-earning assets	3,469			2		0.25		2,579			1		0.24		2,447			2		0.25
Total interest-earning assets	103,458			913		3.58		102,933			931		3.59		102,743			925		3.57
Allowance for loan losses	(1,321		)					(1,512		)					(1,613		)
Cash and due from banks	1,817							1,807							1,781
Other non-earning assets	13,874							13,735							14,006
	$	117,828						$	116,963						$	116,917
Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Savings	$	6,234		2		0.12		$	6,049		2		0.09		$	6,076		1		0.10
Interest-bearing checking	20,791			5		0.09		19,815			4		0.09		19,613			5		0.09
Money market	26,213			8		0.13		26,081			8		0.13		26,250			9		0.13
Time deposits	9,419			12		0.53		9,888			15		0.59		10,417			16		0.60
Total interest-bearing deposits ⁽¹⁾	62,657			27		0.17		61,833			29		0.19		62,356			31		0.19
Federal funds purchased and securities sold under agreements to repurchase	2,097			—		0.08		2,021			—		0.07		1,982			1		0.07
Other short-term borrowings	—			—		—		159			—		0.20		381			—		0.20
Long-term borrowings	4,643			55		4.78		4,840			56		4.56		4,845			55		4.57
Total interest-bearing liabilities	69,397			82		0.48		68,853			85		0.49		69,564			87		0.49
Non-interest-bearing deposits ⁽¹⁾	30,268			—		—		30,218			—		—		29,724			—		—
Total funding sources	99,665			82		0.33		99,071			85		0.34		99,288			87		0.35
Net interest spread						3.10							3.10							3.08
Other liabilities	2,162							2,386							2,312
Stockholders’ equity	16,001							15,506							15,317
	$	117,828						$	116,963						$	116,917
Net interest income/margin FTE basis				$	831	3.26	%				$	846	3.26	%				$	838	3.24	%

________


(1)	Total deposit costs from continuing operations may be calculated by dividing total interest expense on deposits by the sum of interest-bearing deposits and non-interest bearing deposits. The rates for total deposit costs from continuing operations equal 0.12%, 0.12%, and 0.13% for the quarters ended March 31, 2014, December 31, 2013, and September 30, 2013, respectively.

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2014 Earnings Release

Loans



	As of
												9/30/2014					9/30/2014
($ amounts in millions)	9/30/2014		6/30/2014		3/31/2014		12/31/2013		9/30/2013			vs. 6/30/2014					vs. 9/30/2013
Commercial and industrial	$	31,857	$	31,354	$	30,466	$	29,413	$	29,863		$	503		1.6	%	$	1,994		6.7	%
Commercial real estate mortgage—owner-occupied	8,666		9,024		9,257		9,495		9,566			(358		)	(4.0	)%	(900		)	(9.4	)%
Commercial real estate construction—owner-occupied	350		366		375		310		377			(16		)	(4.4	)%	(27		)	(7.2	)%
Total commercial	40,873		40,744		40,098		39,218		39,806			129			0.3	%	1,067			2.7	%
Commercial investor real estate mortgage	4,940		5,193		5,338		5,318		5,613			(253		)	(4.9	)%	(673		)	(12.0	)%
Commercial investor real estate construction	1,878		1,780		1,654		1,432		1,317			98			5.5	%	561			42.6	%
Total investor real estate	6,818		6,973		6,992		6,750		6,930			(155		)	(2.2	)%	(112		)	(1.6	)%
Residential first mortgage ⁽¹⁾	12,264		12,187		12,136		12,163		12,856			77			0.6	%	(592		)	(4.6	)%
Home equity—first lien	6,114		6,068		6,008		5,998		5,894			46			0.8	%	220			3.7	%
Home equity—second lien	4,854		4,996		5,140		5,296		5,455			(142		)	(2.8	)%	(601		)	(11.0	)%
Indirect	3,543		3,422		3,253		3,075		2,889			121			3.5	%	654			22.6	%
Consumer credit card	964		945		917		948		896			19			2.0	%	68			7.6	%
Other consumer	1,177		1,178		1,136		1,161		1,166			(1		)	(0.1	)%	11			0.9	%
Total consumer	28,916		28,796		28,590		28,641		29,156			120			0.4	%	(240		)	(0.8	)%
Total Loans	$	76,607	$	76,513	$	75,680	$	74,609	$	75,892		$	94		0.1	%	$	715		0.9	%

	Average Balances
($ amounts in millions)	3Q14		2Q14		1Q14		4Q13		3Q13			3Q14 vs. 2Q14					3Q14 vs. 3Q13
Commercial and industrial	$	31,255	$	31,058	$	29,993	$	29,950	$	29,319		$	197		0.6	%	$	1,936		6.6	%
Commercial real estate mortgage—owner-occupied	8,886		9,170		9,391		9,613		9,678			(284		)	(3.1	)%	(792		)	(8.2	)%
Commercial real estate construction—owner-occupied	351		357		341		302		368			(6		)	(1.7	)%	(17		)	(4.6	)%
Total commercial	40,492		40,585		39,725		39,865		39,365			(93		)	(0.2	)%	1,127			2.9	%
Commercial investor real estate mortgage	5,071		5,296		5,287		5,405		5,712			(225		)	(4.2	)%	(641		)	(11.2	)%
Commercial investor real estate construction	1,876		1,822		1,524		1,426		1,251			54			3.0	%	625			50.0	%
Total investor real estate	6,947		7,118		6,811		6,831		6,963			(171		)	(2.4	)%	(16		)	(0.2	)%
Residential first mortgage ⁽¹⁾	12,212		12,137		12,127		12,752		12,835			75			0.6	%	(623		)	(4.9	)%
Home equity—first lien	6,096		6,052		6,014		5,963		5,825			44			0.7	%	271			4.7	%
Home equity—second lien	4,903		5,054		5,202		5,348		5,526			(151		)	(3.0	)%	(623		)	(11.3	)%
Indirect	3,504		3,376		3,189		3,014		2,810			128			3.8	%	694			24.7	%
Consumer credit card	952		926		926		910		878			26			2.8	%	74			8.4	%
Other consumer	1,173		1,142		1,145		1,160		1,157			31			2.7	%	16			1.4	%
Total consumer	28,840		28,687		28,603		29,147		29,031			153			0.5	%	(191		)	(0.7	)%
Total Loans	$	76,279	$	76,390	$	75,139	$	75,843	$	75,359		$	(111	)	(0.1	)%	$	920		1.2	%

End of Period Loan Portfolio Balances by Percentage									As of
End of Period Loan Portfolio Balances by Percentage									9/30/2014			6/30/2014			3/31/2014		12/31/2013			9/30/2013
Commercial and industrial									41.6		%	41.0		%	40.3	%	39.4		%	39.4	%
Commercial real estate mortgage—owner-occupied									11.3		%	11.8		%	12.2	%	12.8		%	12.6	%
Commercial real estate construction—owner-occupied									0.5		%	0.5		%	0.5	%	0.4		%	0.5	%
Total commercial									53.4		%	53.3		%	53.0	%	52.6		%	52.5	%
Commercial investor real estate mortgage									6.4		%	6.8		%	7.0	%	7.1		%	7.4	%
Commercial investor real estate construction									2.5		%	2.3		%	2.2	%	1.9		%	1.7	%
Total investor real estate									8.9		%	9.1		%	9.2	%	9.0		%	9.1	%
Residential first mortgage									16.0		%	15.9		%	16.0	%	16.3		%	16.9	%
Home equity—first lien									8.0		%	7.9		%	8.0	%	8.0		%	7.8	%
Home equity—second lien									6.3		%	6.6		%	6.8	%	7.1		%	7.2	%
Indirect									4.6		%	4.5		%	4.3	%	4.1		%	3.8	%
Consumer credit card									1.3		%	1.2		%	1.2	%	1.3		%	1.2	%
Other consumer									1.5		%	1.5		%	1.5	%	1.6		%	1.5	%
Total consumer									37.7		%	37.6		%	37.8	%	38.4		%	38.4	%
Total Loans									100.0		%	100.0		%	100.0	%	100.0		%	100.0	%

________

NM - Not Meaningful


(1)	Regions transferred approximately $686 million of primarily performing restructured residential first mortgage loans to held for sale at the end of the fourth quarter of 2013. This transaction impacts the third quarter 2013 to fourth quarter 2013 ending balance variance as well as the fourth quarter 2013 to first quarter 2014 average balance variance.

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2014 Earnings Release

Deposits



	As of
													9/30/2014					9/30/2014
($ amounts in millions)	9/30/2014		6/30/2014		3/31/2014		12/31/2013			9/30/2013			vs. 6/30/2014					vs. 9/30/2013
Customer Deposits
Interest-free deposits	$	31,388	$	31,277	$	31,154	$	30,083		$	30,308		$	111		0.4	%	$	1,080		3.6	%
Interest-bearing checking	21,152		21,159		20,605		20,789			19,583			(7		)	—	%	1,569			8.0	%
Savings	6,385		6,440		6,463		6,050			6,038			(55		)	(0.9	)%	347			5.7	%
Money market—domestic	26,195		25,772		25,730		25,635			26,085			423			1.6	%	110			0.4	%
Money market—foreign	243		223		222		220			241			20			9.0	%	2			0.8	%
Low-cost deposits	85,363		84,871		84,174		82,777			82,255			492			0.6	%	3,108			3.8	%
Time deposits	8,767		8,951		9,219		9,608			10,066			(184		)	(2.1	)%	(1,299		)	(12.9	)%
Total customer deposits	94,130		93,822		93,393		92,385			92,321			308			0.3	%	1,809			2.0	%
Corporate Treasury Deposits
Time deposits	—		—		—		68			—			—			NM		—			NM
Total Deposits	$	94,130	$	93,822	$	93,393	$	92,453		$	92,321		$	308		0.3	%	$	1,809		2.0	%

	Average Balances
($ amounts in millions)	3Q14		2Q14		1Q14		4Q13			3Q13			3Q14 vs. 2Q14					3Q14 vs. 3Q13
Customer Deposits
Interest-free deposits	$	31,184	$	30,866	$	30,268	$	30,218		$	29,724		$	318		1.0	%	$	1,460		4.9	%
Interest-bearing checking	20,944		20,476		20,791		19,815			19,613			468			2.3	%	1,331			6.8	%
Savings	6,429		6,468		6,234		6,049			6,076			(39		)	(0.6	)%	353			5.8	%
Money market—domestic	26,305		25,889		25,988		25,834			26,026			416			1.6	%	279			1.1	%
Money market—foreign	253		223		225		247			224			30			13.5	%	29			12.9	%
Low-cost deposits	85,115		83,922		83,506		82,163			81,663			1,193			1.4	%	3,452			4.2	%
Time deposits	8,856		9,067		9,417		9,843			10,417			(211		)	(2.3	)%	(1,561		)	(15.0	)%
Total customer deposits	93,971		92,989		92,923		92,006			92,080			982			1.1	%	1,891			2.1	%
Corporate Treasury Deposits
Time deposits	—		—		2		45			—			—			NM		—			NM
Total Deposits	$	93,971	$	92,989	$	92,925	$	92,051		$	92,080		$	982		1.1	%	$	1,891		2.1	%


									As of
End of Period Deposits by Percentage										9/30/2014			6/30/2014			3/31/2014		12/31/2013			9/30/2013
Customer Deposits
Interest-free deposits										33.3		%	33.3		%	33.4	%	32.5		%	32.8	%
Interest-bearing checking										22.5		%	22.6		%	22.1	%	22.5		%	21.2	%
Savings										6.8		%	6.9		%	6.9	%	6.6		%	6.5	%
Money market—domestic										27.8		%	27.5		%	27.5	%	27.7		%	28.3	%
Money market—foreign										0.3		%	0.2		%	0.2	%	0.2		%	0.3	%
Low-cost deposits										90.7		%	90.5		%	90.1	%	89.5		%	89.1	%
Time deposits										9.3		%	9.5		%	9.9	%	10.4		%	10.9	%
Total customer deposits										100.0		%	100.0		%	100.0	%	99.9		%	100.0	%
Corporate Treasury Deposits
Time deposits										—		%	—		%	—	%	0.1		%	—	%
Total Deposits										100.0		%	100.0		%	100.0	%	100.0		%	100.0	%

________

NM - Not Meaningful

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2014 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 to PPI provides a meaningful base for period-to-period comparisons, which management believes will assist investors in analyzing the operating results of the Company and predicting future performance. These non-GAAP financial measures are also used by management to assess the performance of Regions’ business. It is possible that the activities related to the adjustments may recur; however, management does not consider the activities related to the adjustments to be indications of ongoing operations. Regions believes that presentation of these non-GAAP financial measures will permit investors to assess the performance of the Company on the same basis as that applied by management. Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied and are not audited. Although these non-GAAP financial measures are frequently used by stakeholders in the evaluation of a company, they have limitations as analytical tools, and should not be considered in isolation, or as a substitute for analyses of results as reported under GAAP. In particular, a measure of income that excludes certain adjustments does not represent the amount that effectively accrues directly to stockholders.



	Quarter Ended
($ amounts in millions)	9/30/2014			6/30/2014			3/31/2014			12/31/2013			9/30/2013			3Q14 vs. 2Q14					3Q14 vs. 3Q13
Net income from continuing operations available to common shareholders (GAAP)	$	302		$	291		$	299		$	233		$	285		$	11		3.8	%	$	17		6.0	%
Preferred dividends (GAAP)⁽¹⁾	20			8			8			8			8			12			150.0	%	12			150.0	%
Income tax expense (GAAP)	127			125			128			92			124			2			1.6	%	3			2.4	%
Income from continuing operations before income taxes (GAAP)	449			424			435			333			417			25			5.9	%	32			7.7	%
Provision for loan losses (GAAP)	24			35			2			79			18			(11		)	(31.4	)%	6			33.3	%
Pre-tax pre-provision income from continuing operations (non-GAAP)	473			459			437			412			435			14			3.1	%	38			8.7	%
Other adjustments:
Securities gains, net	(7		)	(6		)	(2		)	—			(3		)	(1		)	16.7	%	(4		)	133.3	%
Gain on sale of other assets⁽²⁾	—			—			—			—			(24		)	—			NM		24			(100.0	)%
Leveraged lease termination gains, net⁽³⁾	(9		)	—			(1		)	(39		)	—			(9		)	NM		(9		)	NM
Gain on sale of TDRs held for sale, net	—			—			(35		)	—			—			—			NM		—			NM
Loss on early extinguishment of debt	—			—			—			—			5			—			NM		(5		)	(100.0	)%
Branch consolidation and property and equipment charges	—			—			6			5			—			—			NM		—			NM
Regulatory charge (credit)	—			(7		)	—			58			—			7			(100.0	)%	—			NM
Total other adjustments	(16		)	(13		)	(32		)	24			(22		)	(3		)	23.1	%	6			(27.3	)%
Adjusted pre-tax pre-provision income from continuing operations (non-GAAP)	$	457		$	446		$	405		$	436		$	413		$	11		2.5	%	$	44		10.7	%

NM - Not Meaningful


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


(2)	Gain on sale of a non-core portion of a Wealth Management business.


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

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2014 Earnings Release

Non-Interest Income



	Quarter Ended
($ amounts in millions)	9/30/2014			6/30/2014			3/31/2014			12/31/2013		9/30/2013			3Q14 vs. 2Q14					3Q14 vs. 3Q13
Service charges on deposit accounts	$	181		$	174		$	173		$	185	$	190		$	7		4.0	%	$	(9	)	(4.7	)%
Card and ATM fees	85			84			79			80		82			1			1.2	%	3			3.7	%
Mortgage income	39			43			40			43		52			(4		)	(9.3	)%	(13		)	(25.0	)%
Investment management and trust fee income	47			47			49			48		50			—			NM		(3		)	(6.0	)%
Insurance commissions and fees	31			32			30			28		27			(1		)	(3.1	)%	4			14.8	%
Capital markets fee income and other ⁽¹⁾	24			16			13			29		18			8			50.0	%	6			33.3	%
Bank-owned life insurance	20			23			19			20		18			(3		)	(13.0	)%	2			11.1	%
Commercial credit fee income	16			15			15			16		16			1			6.7	%	—			NM
Leveraged lease termination gains, net	9			—			1			39		—			9			NM		9			NM
Investment services fee income	12			11			10			8		10			1			9.1	%	2			20.0	%
Securities gains, net	7			6			2			—		3			1			16.7	%	4			133.3	%
Gain on sale of other assets⁽²⁾	—			—			—			—		24			—			NM		(24		)	(100.0	)%
Net revenue (loss) from affordable housing	(19		)	(17		)	(18		)	1		(18		)	(2		)	11.8	%	(1		)	5.6	%
Other	26			23			25			29		23			3			13.0	%	3			13.0	%
Total non-interest income from continuing operations	$	478		$	457		$	438		$	526	$	495		$	21		4.6	%	$	(17	)	(3.4	)%

Mortgage Income



	Quarter Ended
($ amounts in millions)	9/30/2014			6/30/2014			3/31/2014			12/31/2013			9/30/2013			3Q14 vs. 2Q14					3Q14 vs. 3Q13
Production and sales	$	25		$	26		$	24		$	25		$	37		$	(1	)	(3.8	)%	$	(12	)	(32.4	)%
Loan servicing	21			22			21			22			22			(1		)	(4.5	)%	(1		)	(4.5	)%
MSR hedge ineffectiveness:
MSRs fair value increase (decrease) ⁽³⁾	(8		)	(19		)	(17		)	5			(8		)	11			(57.9	)%	—			NM
MSRs hedge gain (loss)	1			14			12			(9		)	1			(13		)	(92.9	)%	—			NM
MSR hedge ineffectiveness	(7		)	(5		)	(5		)	(4		)	(7		)	(2		)	40.0	%	—			NM
Total mortgage income	$	39		$	43		$	40		$	43		$	52		$	(4	)	(9.3	)%	$	(13	)	(25.0	)%

Mortgage production - purchased	$	961		$	968		$	662		$	802		$	968		$	(7	)	(0.7	)%	$	(7	)	(0.7	)%
Mortgage production - refinanced	324			302			304			436			638			22			7.3	%	(314		)	(49.2	)%
Total mortgage production⁽⁴⁾	$	1,285		$	1,270		$	966		$	1,238		$	1,606		$	15		1.2	%	$	(321	)	(20.0	)%

Wealth Management Income



	Quarter Ended
($ amounts in millions)	9/30/2014		6/30/2014		3/31/2014		12/31/2013		9/30/2013		3Q14 vs. 2Q14					3Q14 vs. 3Q13
Investment services fee income	$	12	$	11	$	10	$	8	$	10	$	1		9.1	%	$	2		20.0	%
Investment management and trust fee income	47		47		49		48		50		—			NM		(3		)	(6.0	)%
Insurance commissions and fees	31		32		30		28		27		(1		)	(3.1	)%	4			14.8	%
Gain on sale of other assets⁽²⁾	—		—		—		—		24		—			NM		(24		)	(100.0	)%
Total wealth management income ⁽⁵⁾	$	90	$	90	$	89	$	84	$	111	$	—		NM		$	(21	)	(18.9	)%

_________

NM - Not Meaningful


(1)	Capital markets fee income and other primarily relates to securities underwriting and placement, loan syndications, foreign exchange and customer derivatives.


(2)	Gain on sale of a non-core portion of a Wealth Management business.


(3)	Fair value adjustment includes payment decay and assumptions change impact.


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


(5)	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


•	Capital markets fee income and other increased $8 million quarter over quarter primarily due to increased customer transactions and higher market valuation adjustments on customer derivatives.


•	During the third quarter, certain leveraged leases were terminated resulting in a gain of $9 million with a partially offsetting $6 million of income tax expense.

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2014 Earnings Release

Non-Interest Expense



	Quarter Ended
($ amounts in millions)	9/30/2014			6/30/2014			3/31/2014			12/31/2013		9/30/2013		3Q14 vs. 2Q14					3Q14 vs. 3Q13
Salaries and employee benefits	$	456		$	443		$	455		$	464	$	455	$	13		2.9	%	$	1		0.2	%
Net occupancy expense	92			90			93			91		92		2			2.2	%	—			NM
Furniture and equipment expense	73			70			70			71		71		3			4.3	%	2			2.8	%
Professional and legal expenses	36			37			35			46		34		(1		)	(2.7	)%	2			5.9	%
Deposit administrative fee	20			13			22			20		35		7			53.8	%	(15		)	(42.9	)%
Outside services	32			35			27			31		27		(3		)	(8.6	)%	5			18.5	%
Marketing	23			24			24			25		26		(1		)	(4.2	)%	(3		)	(11.5	)%
Loss on early extinguishment of debt	—			—			—			—		5		—			NM		(5		)	(100.0	)%
Regulatory charge (credit)	—			(7		)	—			58		—		7			(100.0	)%	—			NM
Branch consolidation and property and equipment charges	—			—			6			5		—		—			NM		—			NM
Provision (credit) for unfunded credit losses	(24		)	11			—			4		1		(35		)	(318.2	)%	(25		)	NM
Gain on sale of TDRs held for sale, net	—			—			(35		)	—		—		—			NM		—			NM
Other	118			104			120			131		138		14			13.5	%	(20		)	(14.5	)%
Total non-interest expense from continuing operations	$	826		$	820		$	817		$	946	$	884	$	6		0.7	%	$	(58	)	(6.6	)%

_________

NM - Not Meaningful

Selected Non-Interest Expense Variance Analysis


•	Salaries and benefits increased $13 million quarter over quarter primarily due to an increase in headcount and related incentives and benefits.


•	Deposit administrative fees benefited in the second quarter of 2014 from refunds of previously incurred fees.


•	The provision for unfunded credit losses represents reserves related to unfunded commitments and letters of credit. Fluctuations from quarter to quarter are expected as these instruments fund. The provision expense related to unfunded commitments decreased by $35 million in the third quarter of 2014 primarily due to a large credit which funded and subsequently resolved during the quarter.


•	Other expenses included $7 million in the third quarter of 2014 related to the sale of Visa class B shares in prior years, including the impact of Visa funding its litigation escrow account during the quarter.

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2014 Earnings Release

Credit Quality



	As of and for Quarter Ended
($ amounts in millions)	9/30/2014			6/30/2014			3/31/2014			12/31/2013			9/30/2013
Components:
Allowance for loan losses (ALL)	$	1,178		$	1,229		$	1,261		$	1,341		$	1,540
Reserve for unfunded credit commitments	65			89			78			78			74
Allowance for credit losses (ACL)	$	1,243		$	1,318		$	1,339		$	1,419		$	1,614

Provision for loan losses	$	24		$	35		$	2		$	79		$	18
Provision (credit) for unfunded credit losses	(24		)	11			—			4			1

Net loans charged-off:
Commercial and industrial	15			15			10			36			17
Commercial real estate mortgage—owner-occupied	12			11			13			27			20
Commercial real estate construction—owner-occupied	1			—			1			(1		)	—
Total commercial	28			26			24			62			37
Commercial investor real estate mortgage	—			2			1			(2		)	6
Commercial investor real estate construction	(1		)	(2		)	—			(1		)	(1		)
Total investor real estate	(1		)	—			1			(3		)	5
Residential first mortgage ⁽³⁾	6			7			9			164			13
Home equity—first lien	4			3			7			8			10
Home equity—second lien	9			8			14			18			22
Indirect	6			4			7			6			5
Consumer credit card	8			8			8			8			6
Other consumer	15			11			12			15			16
Total consumer ⁽³⁾	48			41			57			219			72
Total ⁽³⁾	$	75		$	67		$	82		$	278		$	114
Net loan charge-offs as a % of average loans, annualized:
Commercial and industrial	0.19		%	0.20		%	0.14		%	0.48		%	0.22		%
Commercial real estate mortgage—owner-occupied	0.52		%	0.46		%	0.58		%	1.13		%	0.81		%
Commercial real estate construction—owner-occupied	1.65		%	0.05		%	0.47		%	(0.10		)%	(0.03		)%
Total commercial	0.27		%	0.25		%	0.25		%	0.63		%	0.37		%
Commercial investor real estate mortgage	(0.03		)%	0.12		%	0.10		%	(0.13		)%	0.39		%
Commercial investor real estate construction	(0.16		)%	(0.36		)%	(0.13		)%	(0.44		)%	(0.18		)%
Total investor real estate	(0.07		)%	—		%	0.05		%	(0.20		)%	0.28		%
Residential first mortgage ⁽³⁾	0.22		%	0.20		%	0.32		%	5.10		%	0.41		%
Home equity—first lien	0.25		%	0.24		%	0.44		%	0.51		%	0.66		%
Home equity—second lien	0.73		%	0.62		%	1.13		%	1.35		%	1.56		%
Indirect	0.70		%	0.53		%	0.85		%	0.78		%	0.76		%
Consumer credit card	3.30		%	3.53		%	3.63		%	3.65		%	3.06		%
Other consumer	4.99		%	3.84		%	4.14		%	5.04		%	5.24		%
Total consumer ⁽³⁾	0.67		%	0.57		%	0.81		%	2.98		%	0.99		%
Total ⁽³⁾	0.39		%	0.35		%	0.44		%	1.46		%	0.60		%
Non-accrual loans, excluding loans held for sale	$	837		$	899		$	1,070		$	1,082		$	1,354
Non-performing loans held for sale	38			20			40			82			43
Non-accrual loans, including loans held for sale	875			919			1,110			1,164			1,397
Foreclosed properties	125			128			129			136			147
Non-performing assets (NPAs)	$	1,000		$	1,047		$	1,239		$	1,300		$	1,544
Loans past due > 90 days ⁽¹⁾	$	233		$	251		$	257		$	256		$	270
Accruing restructured loans not included in categories above ⁽²⁾	$	1,319		$	1,412		$	1,578		$	1,676		$	2,529
Accruing restructured loans held for sale not included in categories above ⁽²⁾	$	1		$	7		$	11		$	545		$	19
Credit Ratios:
ACL/Loans, net	1.62		%	1.72		%	1.77		%	1.90		%	2.13		%
ALL/Loans, net	1.54		%	1.61		%	1.67		%	1.80		%	2.03		%
Allowance for loan losses to non-performing loans, excluding loans held for sale	1.41x			1.37x			1.18x			1.24x			1.14x
Non-accrual loans, excluding loans held for sale/Loans, net	1.09		%	1.17		%	1.41		%	1.45		%	1.78		%
NPAs (ex. 90+ past due)/Loans, foreclosed properties and non-performing loans held for sale	1.30		%	1.37		%	1.63		%	1.74		%	2.03		%
NPAs (inc. 90+ past due)/Loans, foreclosed properties and non-performing loans held for sale ⁽¹⁾	1.61		%	1.69		%	1.97		%	2.08		%	2.38		%


(1)	Excludes guaranteed residential first mortgages that are 90+ days past due and still accruing. Refer to the footnotes on page 14 for amounts related to these loans.


(2)	See page 15 for detail of restructured loans.

(3)

Includes $151 million in residential first mortgage net charge-offs on loans transferred to loans held for sale during the fourth quarter of 2013. Excluding these net charge-offs, the adjusted net charge-off percentage for residential first mortgages for the fourth quarter of 2013 would have been 0.41% (non-GAAP). Excluding these net charge-offs, the adjusted net charge-off percentage for total consumer loans for the fourth quarter of 2013 would have been 0.93% (non-GAAP). The adjusted net charge-off percentage for all loans would have been 0.67% (non-GAAP). See page 12 for a reconciliation of these GAAP to non-GAAP net charge-off ratios.

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2014 Earnings Release

Credit Quality (Continued)

Adjusted Net Charge-Offs Ratio (non-GAAP)

Select calculations for annualized net charge-offs as a percentage of average loans (GAAP) are presented in the table below. During the fourth quarter of 2013, Regions made the strategic decision to transfer certain primarily accruing restructured residential first mortgage loans to loans held for sale. These loans were marked down to fair value through net charge-offs upon transfer to held for sale. Management believes that excluding the incremental increase to net charge-offs from the affected net charge-off ratios to arrive at an adjusted net charge-off ratio (non-GAAP) will assist investors in analyzing the Company's credit quality performance as well as provide a better basis from which to predict future performance. 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.



		As of and for Quarter Ended
($ amounts in millions)		9/30/2014			6/30/2014			3/31/2014			12/31/2013			9/30/2013
Residential first mortgage net charge-offs (GAAP)	A	$	6		$	7		$	9		$	164		$	13
Less: Net charge-offs associated with transfer to loans held for sale		—			—			—			151			—
Adjusted residential first mortgage net charge-offs (non-GAAP)	B	$	6		$	7		$	9		$	13		$	13
Total consumer net charge-offs (GAAP)	C	$	48		$	41		$	57		$	219		$	72
Less: Net charge-offs associated with transfer to loans held for sale		—			—			—			151			—
Adjusted total consumer net charge-offs (non-GAAP)	D	$	48		$	41		$	57		$	68		$	72
Total net charge-offs (GAAP)	E	$	75		$	67		$	82		$	278		$	114
Less: Net charge-offs associated with transfer to loans held for sale		—			—			—			151			—
Adjusted net charge-offs (non-GAAP)	F	$	75		$	67		$	82		$	127		$	114
Average residential first mortgage loans (GAAP)	G	$	12,212		$	12,137		$	12,127		$	12,752		$	12,835
Add: Average balances of residential first mortgage loans transferred to loans held for sale		—			—			—			74			—
Adjusted average residential first mortgage loans (non-GAAP)	H	$	12,212		$	12,137		$	12,127		$	12,826		$	12,835
Average total consumer loans (GAAP)	I	$	28,840		$	28,687		$	28,603		$	29,147		$	29,031
Add: Average balances of residential first mortgage loans transferred to loans held for sale		—			—			—			74			—
Adjusted average total consumer loans (non-GAAP)	J	$	28,840		$	28,687		$	28,603		$	29,221		$	29,031
Total average loans (GAAP)	K	$	76,279		$	76,390		$	75,139		$	75,843		$	75,359
Add: Average balances of residential first mortgage loans transferred to loans held for sale		—			—			—			74			—
Adjusted total average loans (non-GAAP)	L	$	76,279		$	76,390		$	75,139		$	75,917		$	75,359
Residential first mortgage net charge-off percentage (GAAP)*	A/G	0.22		%	0.20		%	0.32		%	5.10		%	0.41		%
Adjusted residential first mortgage net charge-off percentage (non-GAAP)*	B/H	0.22		%	0.20		%	0.32		%	0.41		%	0.41		%
Total consumer net charge-off percentage (GAAP)*	C/I	0.67		%	0.57		%	0.81		%	2.98		%	0.99		%
Adjusted total consumer net charge-off percentage (non-GAAP)*	D/J	0.67		%	0.57		%	0.81		%	0.93		%	0.99		%
Total net charge-off percentage (GAAP)*	E/K	0.39		%	0.35		%	0.44		%	1.46		%	0.60		%
Adjusted total net charge-off percentage (non-GAAP)*	F/L	0.39		%	0.35		%	0.44		%	0.67		%	0.60		%

________

* Annualized

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2014 Earnings Release

Non-Accrual Loans (excludes loans held for sale)



	As of
($ amounts in millions)	9/30/2014				6/30/2014				3/31/2014				12/31/2013				9/30/2013
Commercial and industrial	$	199	0.62	%	$	200	0.64	%	$	280	0.92	%	$	257	0.87	%	$	383	1.28	%
Commercial real estate mortgage—owner-occupied	278		3.20	%	294		3.25	%	307		3.31	%	303		3.19	%	364		3.81	%
Commercial real estate construction—owner-occupied	2		0.56	%	8		2.32	%	16		4.31	%	17		5.33	%	12		3.25	%
Total Commercial	479		1.17	%	502		1.23	%	603		1.50	%	577		1.47	%	759		1.91	%
Commercial investor real estate mortgage	133		2.69	%	158		3.05	%	209		3.91	%	238		4.47	%	276		4.92	%
Commercial investor real estate construction	2		0.11	%	9		0.49	%	8		0.51	%	10		0.70	%	31		2.34	%
Total Investor Real Estate	135		1.98	%	167		2.39	%	217		3.11	%	248		3.67	%	307		4.43	%
Residential first mortgage	117		0.96	%	119		0.98	%	136		1.12	%	146		1.21	%	167		1.30	%
Home equity	106		0.97	%	111		1.00	%	114		1.02	%	111		0.98	%	121		1.06	%
Total Consumer	223		0.77	%	230		0.80	%	250		0.87	%	257		0.90	%	288		0.99	%
Total Non-Accrual Loans	$	837	1.09	%	$	899	1.17	%	$	1,070	1.41	%	$	1,082	1.45	%	$	1,354	1.78	%

Criticized and Classified Loans—Commercial and Investor Real Estate



	As of
											9/30/2014					9/30/2014
($ amounts in millions)	9/30/2014		6/30/2014		3/31/2014		12/31/2013		9/30/2013		vs. 6/30/2014					vs. 9/30/2013
Special Mention	$	1,297	$	1,327	$	1,067	$	927	$	1,035	$	(30	)	(2.3	)%	$	262		25.3	%
Accruing Classified Loans	1,074		1,055		1,094		1,263		1,411		19			1.8	%	(337		)	(23.9	)%
Non-Accruing Classified Loans	614		669		820		825		1,066		(55		)	(8.2	)%	(452		)	(42.4	)%
Total	$	2,985	$	3,051	$	2,981	$	3,015	$	3,512	$	(66	)	(2.2	)%	$	(527	)	(15.0	)%

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



	As of 9/30/2014
($ amounts in millions)	First Lien		% of Total		Second Lien		% of Total		Total
2014	$	9	0.10	%	$	71	0.82	%	$	80
2015	23		0.27	%	166		1.93	%	189
2016	29		0.34	%	39		0.45	%	68
2017	5		0.06	%	12		0.14	%	17
2018	15		0.17	%	26		0.30	%	41
2019-2023	1,211		14.07	%	1,079		12.53	%	2,290
2024-2028	2,749		31.94	%	3,051		35.45	%	5,800
Thereafter	70		0.81	%	53		0.62	%	123
Total	$	4,111	47.76	%	$	4,497	52.24	%	$	8,608

(1)

The balance of Regions' home equity portfolio was $10,968 million at September 30, 2014 consisting of $8,608 million of home equity lines of credit and $2,360 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 2014 Earnings Release

Early and Late Stage Delinquencies



Accruing 30-89 Days Past Due Loans	As of
($ amounts in millions)	9/30/2014				6/30/2014				3/31/2014				12/31/2013				9/30/2013
Commercial and industrial	$	57	0.18	%	$	35	0.11	%	$	27	0.09	%	$	43	0.15	%	$	31	0.10	%
Commercial real estate mortgage—owner-occupied	38		0.44	%	56		0.63	%	37		0.39	%	56		0.59	%	56		0.59	%
Commercial real estate construction—owner-occupied	2		0.71	%	1		0.21	%	—		0.10	%	—		0.06	%	1		0.21	%
Total Commercial	97		0.24	%	92		0.23	%	64		0.16	%	99		0.25	%	88		0.22	%
Commercial investor real estate mortgage	38		0.78	%	61		1.17	%	75		1.41	%	35		0.66	%	118		2.11	%
Commercial investor real estate construction	12		0.61	%	—		0.01	%	2		0.15	%	5		0.32	%	4		0.27	%
Total Investor Real Estate	50		0.73	%	61		0.87	%	77		1.11	%	40		0.59	%	122		1.76	%
Residential first mortgage—non-guaranteed ⁽¹⁾	142		1.20	%	153		1.30	%	146		1.24	%	187		1.58	%	176		1.41	%
Home equity	115		1.05	%	111		1.00	%	123		1.10	%	146		1.30	%	131		1.15	%
Direct	8		0.96	%	8		0.92	%	8		0.95	%	9		1.09	%	8		1.03	%
Indirect	47		1.33	%	45		1.31	%	42		1.28	%	50		1.62	%	39		1.35	%
Consumer credit card	13		1.29	%	11		1.13	%	11		1.26	%	13		1.38	%	12		1.37	%
Other consumer	10		2.90	%	10		2.91	%	8		2.41	%	10		2.89	%	12		3.38	%
Total Consumer ⁽¹⁾	335		1.18	%	338		1.19	%	338		1.20	%	415		1.47	%	378		1.31	%
Total Accruing 30-89 Days Past Due Loans ⁽¹⁾	$	482	0.63	%	$	491	0.64	%	$	479	0.64	%	$	554	0.75	%	$	588	0.78	%

Accruing 90+ Days Past Due Loans	As of
($ amounts in millions)	9/30/2014				6/30/2014				3/31/2014				12/31/2013				9/30/2013
Commercial and industrial	$	5	0.02	%	$	9	0.03	%	$	7	0.02	%	$	6	0.02	%	$	6	0.02	%
Commercial real estate mortgage—owner-occupied	6		0.07	%	5		0.05	%	3		0.04	%	6		0.06	%	7		0.07	%
Commercial real estate construction—owner-occupied	—		—	%	—		—	%	—		—	%	—		—	%	—		0.12	%
Total Commercial	11		0.03	%	14		0.03	%	10		0.03	%	12		0.03	%	13		0.03	%
Commercial investor real estate mortgage	5		0.10	%	17		0.32	%	2		0.04	%	6		0.10	%	15		0.27	%
Commercial investor real estate construction	—		—	%	—		—	%	—		—	%	—		—	%	1		0.07	%
Total Investor Real Estate	5		0.07	%	17		0.24	%	2		0.03	%	6		0.08	%	16		0.23	%
Residential first mortgage—non-guaranteed ⁽²⁾	131		1.10	%	136		1.15	%	154		1.31	%	142		1.21	%	149		1.19	%
Home equity	66		0.60	%	65		0.58	%	71		0.63	%	75		0.66	%	72		0.64	%
Direct	1		0.14	%	1		0.14	%	1		0.12	%	1		0.14	%	2		0.16	%
Indirect	6		0.18	%	5		0.16	%	5		0.15	%	5		0.17	%	4		0.15	%
Consumer credit card	11		1.15	%	11		1.19	%	12		1.30	%	12		1.28	%	12		1.27	%
Other consumer	2		0.57	%	2		0.57	%	2		0.62	%	3		0.64	%	2		0.47	%
Total Consumer ⁽²⁾	217		0.76	%	220		0.78	%	245		0.87	%	238		0.84	%	241		0.83	%
Total Accruing 90+ Days Past Due Loans ⁽²⁾	$	233	0.31	%	$	251	0.33	%	$	257	0.34	%	$	256	0.34	%	$	270	0.36	%


(1)	Excludes loans that are 100% guaranteed by FHA. Total 30-89 days past due guaranteed loans excluded were $21 million at 9/30/14, $19 million at 6/30/14, $16 million at 3/31/14, $17 million at 12/31/13, and $18 million at 9/30/13.


(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 $121 million at 9/30/14, $88 million at 6/30/14, $94 million at 3/31/14, $106 million at 12/31/13, and $97 million at 9/30/13.

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2014 Earnings Release

Troubled Debt Restructurings



	As of
($ amounts in millions)	9/30/2014		6/30/2014		3/31/2014		12/31/2013		9/30/2013
Current:
Commercial	$	278	$	332	$	408	$	441	$	428
Investor real estate	304		321		441		498		599
Residential first mortgage	269		261		240		212		894
Home equity	326		332		334		332		337
Consumer credit card	2		2		2		2		2
Other consumer	17		20		22		25		28
Total Current	1,196		1,268		1,447		1,510		2,288
Accruing 30-89 DPD:
Commercial	11		23		18		27		17
Investor real estate	24		34		18		13		88
Residential first mortgage	61		61		70		95		104
Home equity	25		24		23		29		29
Other consumer	2		2		2		2		3
Total Accruing 30-89 DPD	123		144		131		166		241
Total Accruing and <90 DPD	1,319		1,412		1,578		1,676		2,529
Non-accrual or 90+ DPD:
Commercial	145		146		207		156		283
Investor real estate	70		96		145		157		174
Residential first mortgage	122		130		147		156		161
Home equity	25		27		29		30		31
Total Non-accrual or 90+DPD	362		399		528		499		649
Total TDRs - Loans	$	1,681	$	1,811	$	2,106	$	2,175	$	3,178

TDRs - Held For Sale ⁽¹⁾	13		16		38		579		31
Total TDRs	$	1,694	$	1,827	$	2,144	$	2,754	$	3,209


(1)	The majority of TDRs held for sale at December 31, 2013 were comprised of residential first mortgage loans transfered during the fourth quarter of 2013 and subsequently sold in the first quarter of 2014.

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2014 Earnings Release

Reconciliation to GAAP Financial Measures—Continuing Operations

Adjusted Efficiency Ratios, Adjusted Fee Income Ratios, and Adjusted Non-Interest Income/Expense

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.



		Quarter Ended
($ amounts in millions)		9/30/2014			6/30/2014			3/31/2014			12/31/2013			9/30/2013			3Q14 vs. 2Q14					3Q14 vs. 3Q13
Non-interest expense (GAAP)		$	826		$	820		$	817		$	946		$	884		$	6		0.7	%	$	(58	)	(6.6	)%
Adjustments:
Loss on early extinguishment of debt		—			—			—			—			(5		)	—			NM		5			(100.0	)%
Regulatory (charge) credit		—			7			—			(58		)	—			(7		)	(100.0	)%	—			NM
Branch consolidation and property and equipment charges		—			—			(6		)	(5		)	—			—			NM		—			NM
Gain on sale of TDRs held for sale, net		—			—			35			—			—			—			NM		—			NM
Adjusted non-interest expense (non-GAAP)	A	$	826		$	827		$	846		$	883		$	879		$	(1	)	(0.1	)%	$	(53	)	(6.0	)%
Net interest income (GAAP)		$	821		$	822		$	816		$	832		$	824		$	(1	)	(0.1	)%	$	(3	)	(0.4	)%
Taxable-equivalent adjustment		16			15			15			14			14			1			6.7	%	2			14.3	%
Net interest income, taxable-equivalent basis	B	$	837		$	837		$	831		$	846		$	838		$	—		NM		$	(1	)	(0.1	)%
Non-interest income (GAAP)	C	$	478		$	457		$	438		$	526		$	495		$	21		4.6	%	$	(17	)	(3.4	)%
Adjustments:
Leveraged lease termination gains, net		(9		)	—			(1		)	(39		)	—			(9		)	NM		(9		)	NM
Securities gains, net		(7		)	(6		)	(2		)	—			(3		)	(1		)	16.7	%	(4		)	133.3	%
Gain on sale of other assets⁽¹⁾		—			—			—			—			(24		)	—			NM		24			(100.0	)%
Adjusted non-interest income (non-GAAP)	D	$	462		$	451		$	435		$	487		$	468		$	11		2.4	%	$	(6	)	(1.3	)%
Total revenue, taxable-equivalent basis	B+C	$	1,315		$	1,294		$	1,269		$	1,372		$	1,333		$	21		1.6	%	$	(18	)	(1.4	)%
Adjusted total revenue, taxable-equivalent basis (non-GAAP)	B+D=E	$	1,299		$	1,288		$	1,266		$	1,333		$	1,306		$	11		0.9	%	$	(7	)	(0.5	)%
Adjusted efficiency ratio (non-GAAP)	A/E	63.6		%	64.2		%	66.9		%	66.3		%	67.3		%
Adjusted fee income ratio (non-GAAP)	D/E	35.6		%	35.0		%	34.4		%	36.5		%	35.9		%

_________

NM - Not Meaningful


(1)	Gain on sale of a non-core portion of a Wealth Management business.

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2014 Earnings Release

Reconciliation to GAAP Financial Measures

Return Ratios, Tangible Common Ratios, Capital

The following tables provide calculations of “return on average tangible common stockholders’ equity”, end of period “tangible common stockholders’ equity” ratios and a reconciliation of stockholders’ equity (GAAP) to tangible common stockholders’ equity (non-GAAP), Tier 1 capital (regulatory) and “Tier 1 common equity” (non-GAAP). Tangible common stockholders’ equity ratios have become a focus of some investors and management believes they may assist investors in analyzing the capital position of the Company absent the effects of intangible assets and preferred stock. Traditionally, the Federal Reserve and other banking regulatory bodies have assessed a bank’s capital adequacy based on Tier 1 capital, the calculation of which is prescribed in amount by federal banking regulations. In connection with the Company’s Comprehensive Capital Analysis and Review (“CCAR”), these regulators are supplementing their assessment of the capital adequacy of a bank based on a variation of Tier 1 capital, known as Tier 1 common equity. While not prescribed in amount by federal banking regulations (under Basel I), analysts and banking regulators have assessed Regions’ capital adequacy using the tangible common stockholders’ equity and/or the Tier 1 common equity measures. Because tangible common stockholders’ and Tier 1 common equity are not formally defined by GAAP or prescribed in any amount by federal banking regulations (under Basel I), these measures are currently considered to be non-GAAP financial measures and other entities may calculate them differently than Regions’ disclosed calculations. Since analysts and banking regulators may assess Regions’ capital adequacy using tangible common stockholders’ equity and Tier 1 common equity, management believes that it is useful to provide investors the ability to assess Regions’ capital adequacy on these same bases.

Tier 1 common equity is often expressed as a percentage of risk-weighted assets. Under the risk-based capital framework, a company’s balance sheet assets and credit equivalent amounts of off-balance sheet items are assigned to one of four broad risk categories. The aggregated dollar amount in each category is then multiplied by the risk-weighted category. The resulting weighted values from each of the four categories are added together and this sum is the risk-weighted assets total that, as adjusted, comprises the denominator of certain risk-based capital ratios. Tier 1 capital is then divided by this denominator (risk-weighted assets) to determine the Tier 1 capital ratio. Adjustments are made to Tier 1 capital to arrive at Tier 1 common equity (non-GAAP). Tier 1 common equity (non-GAAP) is also divided by the risk-weighted assets to determine the Tier 1 common equity ratio (non-GAAP). The amounts disclosed as risk-weighted assets are calculated consistent with banking regulatory requirements.

The following tables also provide calculations of "Common equity Tier 1" (CET1), based on Regions’ current understanding of the Final Basel III requirements. In December 2010, the Basel Committee on Banking Supervision (the “Basel Committee”) released its final framework for Basel III, which will strengthen international capital and liquidity regulation. In June 2012, U.S. Regulators released three separate Notices of Proposed Rulemaking covering U.S. implementation of the Basel III framework. In July 2013, U.S. Regulators released final rules covering the U.S. implementation of the Basel III framework, which will change capital requirements and place greater emphasis on common equity. For Regions, the Basel III framework will be phased in beginning in 2015 with full implementation complete beginning in 2019. The calculations provided below are estimates, based on Regions’ current understanding of the final framework, 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 the Basel III implementation regulations are not formally defined by GAAP, these measures are considered to be non-GAAP financial measures, and other entities may calculate them differently from Regions’ disclosed calculations. Since analysts and banking regulators may assess Regions’ capital adequacy using the Basel III framework, we believe that it is useful to provide investors the ability to assess Regions’ capital adequacy on the same basis.



		As of and for Quarter Ended
($ amounts in millions, except per share data)		9/30/2014			6/30/2014			3/31/2014			12/31/2013			9/30/2013
RETURN ON AVERAGE TANGIBLE COMMON STOCKHOLDERS’ EQUITY
Net income available to common shareholders (GAAP)	A	$	305		$	292		$	311		$	219		$	285
Average stockholders’ equity (GAAP)		$	17,049		$	16,680		$	16,002		$	15,504		$	15,317
Less:
Average intangible assets (GAAP)		5,105			5,104			5,107			5,118			5,129
Average deferred tax liability related to intangibles (GAAP)		(182		)	(184		)	(187		)	(189		)	(188		)
Average preferred stock (GAAP)		903			779			444			452			460
Average tangible common stockholders’ equity (non-GAAP)	B	$	11,223		$	10,981		$	10,638		$	10,123		$	9,916
Return on average tangible common stockholders’ equity (non-GAAP)⁽¹⁾	A/B	10.78		%	10.68		%	11.84		%	8.58		%	11.41		%
TANGIBLE COMMON RATIOS—CONSOLIDATED
Stockholders’ equity (GAAP)		$	17,160		$	17,029		$	16,132		$	15,768		$	15,489
Less:
Preferred stock (GAAP)		900			920			442			450			458
Intangible assets (GAAP)		5,103			5,097			5,110			5,111			5,123
Deferred tax liability related to intangibles (GAAP)		(181		)	(183		)	(186		)	(188		)	(189		)
Tangible common stockholders’ equity (non-GAAP)	C	$	11,338		$	11,195		$	10,766		$	10,395		$	10,097
Total assets (GAAP)		$	119,226		$	118,719		$	117,933		$	117,396		$	116,864
Less:
Intangible assets (GAAP)		5,103			5,097			5,110			5,111			5,123
Deferred tax liability related to intangibles (GAAP)		(181		)	(183		)	(186		)	(188		)	(189		)
Tangible assets (non-GAAP)	D	$	114,304		$	113,805		$	113,009		$	112,473		$	111,930
Shares outstanding—end of quarter	E	1,379			1,378			1,378			1,378			1,378
Tangible common stockholders’ equity to tangible assets (non-GAAP)	C/D	9.92		%	9.84		%	9.53		%	9.24		%	9.02		%
Tangible common book value per share (non-GAAP)	C/E	$	8.23		$	8.12		$	7.81		$	7.54		$	7.32

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2014 Earnings Release

Return Ratios, Tangible Common Ratios, Capital (Continued)



		As of and for Quarter Ended
($ amounts in millions)		9/30/2014			6/30/2014			3/31/2014			12/31/2013			9/30/2013
TIER 1 COMMON RISK-BASED RATIO⁽²⁾ —CONSOLIDATED
Stockholders’ equity (GAAP)		$	17,160		$	17,029		$	16,132		$	15,768		$	15,489
Accumulated other comprehensive (income) loss		174			52			229			319			411
Non-qualifying goodwill and intangibles		(4,808		)	(4,797		)	(4,804		)	(4,798		)	(4,804		)
Disallowed servicing assets		(29		)	(28		)	(29		)	(31		)	(30		)
Tier 1 capital (regulatory)		$	12,497		$	12,256		$	11,528		$	11,258		$	11,066
Preferred stock (GAAP)		(900		)	(920		)	(442		)	(450		)	(458		)
Tier 1 common equity (non-GAAP)	F	$	11,597		$	11,336		$	11,086		$	10,808		$	10,608
Risk-weighted assets (regulatory)	G	$	98,440		$	98,098		$	97,418		$	96,416		$	96,486
Tier 1 common risk-based ratio (non-GAAP)	F/G	11.8		%	11.6		%	11.4		%	11.2		%	11.0		%
BASEL III COMMON EQUITY TIER 1 RATIO ⁽²⁾
Stockholder's equity (GAAP)		$	17,160		$	17,029		$	16,132		$	15,768		$	15,489
Non-qualifying goodwill and intangibles⁽³⁾		(4,918		)	(4,911		)	(4,923		)	(4,922		)	(4,933		)
Adjustments, including all components of accumulated other comprehensive income, disallowed deferred tax assets, threshold deductions and other adjustments		36			(100		)	61			130			244
Preferred stock (GAAP)		(900		)	(920		)	(442		)	(450		)	(458		)
Basel III common equity Tier 1 (non-GAAP)	H	$	11,378		$	11,098		$	10,828		$	10,526		$	10,342
Basel III risk-weighted assets (non-GAAP)⁽⁴⁾	I	$	101,560		$	100,968		$	100,566		$	99,483		$	99,739
Basel III common equity Tier 1 ratio (non-GAAP)	H/I	11.2		%	11.0		%	10.8		%	10.6		%	10.4		%


(1)	Annualized


(2)	Current quarter amounts and the resulting ratio are estimated.


(3)	Under Basel III, regulatory capital must be reduced by purchased credit card relationship intangible assets. These assets are partially allowed in Basel I capital.


(4)	Regions continues to develop systems and internal controls to precisely calculate risk-weighted assets as required by Basel III. The amount included above is a reasonable approximation, based on our understanding of the requirements.

Regions Financial Corporation and Subsidiaries

Financial Supplement to Third Quarter 2014 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 of operations for discontinued operations.



	Quarter Ended
($ amounts in millions, except per share data)	9/30/2014		6/30/2014			3/31/2014			12/31/2013			9/30/2013
Non-interest income:
Insurance proceeds	$	19	$	—		$	—		$	—		$	—
Total non-interest income	19		—			—			—			—
Non-interest expense:
Professional and legal expenses	14		(3		)	(19		)	24			3
Other	—		1			—			1			(2		)
Total non-interest expense	14		(2		)	(19		)	25			1
Income (loss) from discontinued operations before income tax	5		2			19			(25		)	(1		)
Income tax expense (benefit)	2		1			7			(11		)	(1		)
Income (loss) from discontinued operations, net of tax	$	3	$	1		$	12		$	(14	)	$	—
Weighted-average shares outstanding—during quarter ⁽¹⁾:
Basic	1,378		1,378			1,378			1,378			1,388
Diluted	1,389		1,390			1,390			1,378			1,388
Earnings (loss) per common share from discontinued operations:
Basic	$	0.00	$	0.00		$	0.01		$	(0.01	)	$	(0.00	)
Diluted	$	0.00	$	0.00		$	0.01		$	(0.01	)	$	(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 2014 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 reduction of economic growth.


•	Possible changes in trade, monetary and fiscal policies of, and other activities undertaken by, governments, agencies, central banks and similar organizations.


•	The effects of a possible downgrade in the U.S. government’s sovereign credit rating or outlook.


•	Possible changes in market interest rates.


•	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.


•	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.


•	Our ability to develop and gain acceptance from current and prospective customers for new products and services in a timely manner.


•	Changes in laws and regulations affecting our businesses, including changes in the enforcement and interpretation of such laws and regulations by applicable governmental and self-regulatory agencies.


•	Our ability to obtain regulatory approval (as part of the 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 issue or redeem preferred stock or other regulatory capital instruments.


•	Our ability to comply with applicable capital and liquidity requirements (including finalized Basel III capital standards), including our ability to generate capital internally or raise capital on favorable terms.


•	The costs and other 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.


•	Any adverse change to our ability to collect interchange fees in a profitable manner, whether such change is the result of regulation, litigation, legislation, or other governmental action.


•	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.


•	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.


•	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.


•	The effects of man-made and natural disasters, including fires, floods, droughts, tornadoes, hurricanes and environmental damage.


•	Our ability to keep pace with technological changes.


•	Our ability to identify and address cyber-security risks such as data security breaches, “denial of service” attacks, “hacking” and identity theft.


•	Possible downgrades in our credit ratings or outlook.


•	The effects of problems encountered by other financial institutions that adversely affect us or the banking industry generally.


•	The effects of the failure of any component of our business infrastructure which is provided by a third party.


•	Our ability to receive dividends from our subsidiaries.


•	Changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or other regulatory agencies.


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

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 Jeremy King at (205) 264-4551.

3rd Quarter 2014 Earnings o Conference Call October 21, 2014 Exhibit 99.3

Remaining prudent and disciplined 2 • Growing customer base and deepening relationships • Meeting diverse range of customer needs while appropriately managing risks • Continuing to make investments in talent and technology • Increasing efficiency through continuous business process improvements • Recent positive credit rating actions • Commitment to maintaining prudent credit underwriting standards • Well positioned to be fully compliant with final Liquidity Coverage Ratio rule Continued risk discipline Emphasis on diversifying and growing revenue Focused on banking fundamentals 3Q14 Highlights • Net income available to common shareholders of $305 million and diluted EPS of $0.22 • Total revenue increased $20 million or 2% from prior quarter • Adjusted efficiency ratio(1) improved 60 basis points to 63.6% • Low net charge-off ratio of 0.39% • Estimated Tier 1 Common ratio(1) of 11.8% at quarter- end (1) Non-GAAP; see appendix for reconciliation

Loans • Consumer lending portfolio increased $120 million from 2Q • Growth led by indirect auto lending • Credit card balances increased 2% from prior quarter as active accounts increased • Mortgage balances up modestly as production increased 1% • Business lending portfolio up 4% YTD • Commercial and industrial loans up 2% from 2Q • Expect ending 2014 loan growth to be at the lower end of the 3% to 5% range 46,736 45,968 47,090 47,717 47,691 29,156 28,641 28,590 28,796 28,916 $75,892 $74,609 $75,680 $76,513 $76,607 3Q13 4Q13 1Q14 2Q14 3Q14 3 ($ in millions) ($ in millions) Average Loan Balances Ending Loan Balances 46,328 46,696 46,536 47,703 47,439 29,031 29,147 28,603 28,687 28,840 $75,359 $75,843 $75,139 $76,390 $76,279 3Q13 4Q13 1Q14 2Q14 3Q14 Business Lending Consumer Lending

4 Deposits and funding costs Ending Deposit Balances ($ in millions) 35 bps 34 bps 33 bps 31 bps 30 bps 3Q13 4Q13 1Q14 2Q14 3Q14 Funding costs 81,663 82,163 83,506 83,922 85,115 10,417 9,888 9,419 9,067 8,856 $92,080 $92,051 $92,925 $92,989 $93,971 3Q13 4Q13 1Q14 2Q14 3Q14 Average Deposit Balances ($ in millions) Deposit costs 13 bps 12 bps 12 bps 11 bps 11 bps 3Q13 4Q13 1Q14 2Q14 3Q14 • Continue to expect ending 2014 deposit growth to be in the 1% to 2% range 82,255 82,777 84,174 84,871 85,363 10,066 9,676 9,219 8,951 8,767 $92,321 $92,453 $93,393 $93,822 $94,130 3Q13 4Q13 1Q14 2Q14 3Q14 Low-Cost Deposits Time Deposits + Other

Net interest income and net interest margin • Net interest income (FTE) flat versus prior quarter, while net interest margin declined 6 basis points • Net interest income benefited from an additional day in quarter and modest increase in the securities portfolio • Net interest margin pressured from higher levels of cash and additional day • Remain asset sensitive and expect net interest income to benefit from rises in short-term or longer term rates • Assuming rates remain at current levels, expect modest compression to margin of about 1 to 3 basis points in 4Q Net interest income and net interest margin ($ in millions) $838 $846 $831 $837 $837 3.24% 3.26% 3.26% 3.24% 3.18% 3Q13 4Q13 1Q14 2Q14 3Q14 Net Interest Income (FTE) Net Interest Margin 5

Non-interest revenue • Non-interest revenue up 5% from 2Q • Service charges increased 4% from 2Q • Capital markets income increased $8 million from 2Q, primarily related to increase in real estate capital markets activity • Card and ATM fees increased 1% from 2Q as credit card spending volume increased 2% Non-interest revenue ($ in millions) 190 185 173 174 181 82 80 79 84 85 52 43 40 43 39 111 84 89 90 90 60 134 57 66 83 $495 $526 $438 $457 $478 3Q13 4Q13 1Q14 2Q14 3Q14 Service charges on deposit accounts Card and ATM fees Mortgage Income Wealth Management Income Other (1) 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. (1) 6

Expenses reflect investments in talent and technology • Salaries and benefits increased $13 million – primarily driven by increase in headcount and related benefits and incentives • Furniture and equipment related expenses increased – primarily related to investments in technology, including system enhancements and data management solutions • Adjusted efficiency ratio(1) improved 60 basis points to 63.6% • Continue to expect full year 2014 adjusted expenses to be lower than full year adjusted 2013 expenses (1) Non-GAAP; see appendix for reconciliation (2) Year-over-year change Adjusted non-interest expenses(1) ($ in millions) $879 $883 $846 $827 $826 3Q13 4Q13 1Q14 2Q14 3Q14 7 6% Decrease(2)

1,159 463 457 452 452 1,653 1,321 1,301 992 866 397 391 386 383 376 579 $3,209 $2,754 $2,144 $1,827 $1,694 3Q13 4Q13 1Q14 2Q14 3Q14 Residential First Mortgage All Other Home Equity TDRs Held-For-Sale 2,477 2,088 1,914 1,724 1,688 1,035 927 1,067 1,327 1,297 $3,512 $3,015 $2,981 $3,051 $2,985 3Q13 4Q13 1Q14 2Q14 3Q14 Classified Loans Special Mention Solid asset quality Net charge-offs and ratio ($ in millions) NPLs and coverage ratio(3) ($ in millions) Criticized and classified loans(4) ($ in millions) Troubled debt restructurings ($ in millions) 34% Decline(1) 38% Decline in Total NPLs(1) 15% Decline(1) 47% Decline(1) 8 $1,354 $1,082 $1,070 $899 $837 114% 124% 118% 137% 141% 3Q13 4Q13 1Q14 2Q14 3Q14 NPLs Coverage Ratio (1) Year-over-year change (2) Non-GAAP; see appendix for reconciliation (3) Excludes loans held for sale (4) Includes commercial and investor real estate loans only (5) The All Other category includes TDRs classified as Held-For-Sale for the following periods : $31M in 3Q13, $38M in 1Q14, $16M in 2Q14 and $13M in 3Q14. (4) (5) (4)

Strong capital and solid liquidity Tier 1 capital ratio(1) Loan to deposit ratio(3) Tier 1 common ratio(1)(2) (1) Current quarter ratios are estimated (2) Non-GAAP; see appendix for reconciliation (3) Based on ending balances 11.5% 11.7% 11.8% 12.5% 12.7% 3Q13 4Q13 1Q14 2Q14 3Q14 11.0% 11.2% 11.4% 11.6% 11.8% 3Q13 4Q13 1Q14 2Q14 3Q14 82% 81% 81% 82% 81% 3Q13 4Q13 1Q14 2Q14 3Q14 • Expect to begin executing $350 million share repurchase program shortly, as previously planned • Basel III Common Equity Tier 1 ratio(1)(2) estimated to be approximately 11.2%, which is well above minimum threshold • Regions remains well-positioned to be fully compliant with the Liquidity Coverage Ratio 9

Appendix 10

Non-GAAP reconciliation: Non-interest expense and efficiency/fee income 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. NM – Not Meaningful (1) Gain on sale of a non-core portion of a Wealth Management business 11 Quarter Ended ($ amounts in millions) 9/30/2014 6/30/2014 3/31/2014 12/31/2013 9/30/2013 3Q14 vs. 2Q14 3Q14 vs. 3Q13 Non-interest expense (GAAP) $ 826 $ 820 $ 817 $ 946 $ 884 $ 6 0.7 % $ (58 ) (6.6 )% Adjustments: Loss on early extinguishment of debt — — — — (5 ) — NM 5 (100.0 )% Regulatory (charge) credit — 7 — (58 ) — (7 ) (100.0 )% — NM Branch consolidation and property and equipment charges — — (6 ) (5 ) — — NM — NM Gain on sale of TDRs held for sale, net — — 35 — — — NM — NM Adjusted non-interest expense (non-GAAP) A $ 826 $ 827 $ 846 $ 883 $ 879 $ (1 ) (0.1 )% $ (53 ) (6.0 )% Net interest income (GAAP) $ 821 $ 822 $ 816 $ 832 $ 824 $ (1 ) (0.1 )% $ (3 ) (0.4 )% Taxable-equivalent adjustment 16 15 15 14 14 1 6.7 % 2 14.3 % Net interest income, taxable-equivalent basis B $ 837 $ 837 $ 831 $ 846 $ 838 $ — NM $ (1 ) (0.1 )% Non-interest income (GAAP) C $ 478 $ 457 $ 438 $ 526 $ 495 $ 21 4.6 % $ (17 ) (3.4 )% Adjustments: Leveraged lease termination gains, net (9 ) — (1 ) (39 ) — (9 ) NM (9 ) NM Securities gains, net (7 ) (6 ) (2 ) — (3 ) (1 ) 16.7 % (4 ) 133.3 % Gain on sale of other assets(1) — — — — (24 ) — NM 24 (100.0 )% Adjusted non-interest income (non-GAAP) D $ 462 $ 451 $ 435 $ 487 $ 468 $ 11 2.4 % $ (6 ) (1.3 )% Total revenue, taxable-equivalent basis B+C $ 1,315 $ 1,294 $ 1,269 $ 1,372 $ 1,333 $ 21 1.6 % $ (18 ) (1.4 )% Adjusted total revenue, taxable-equivalent basis (non-GAAP) B+D=E $ 1,299 $ 1,288 $ 1,266 $ 1,333 $ 1,306 $ 11 0.9 % $ (7 ) (0.5 )% Adjusted efficiency ratio (non-GAAP) A/E 63.6 % 64.2 % 66.9 % 66.3 % 67.3 % Adjusted fee income ratio (non-GAAP) D/E 35.6 % 35.0 % 34.4 % 36.5 % 35.9 %

Non-GAAP reconciliation: Tier 1 common The following table provides calculations of Tier 1 capital (regulatory) and "Tier 1 common equity" (non-GAAP). Traditionally, the Federal Reserve and other banking regulatory bodies have assessed a bank's capital adequacy based on Tier 1 capital, the calculation of which is prescribed in amount by federal banking regulations. In connection with the Company's Comprehensive Capital Analysis and Review ("CCAR"), these regulators are supplementing their assessment of the capital adequacy of a bank based on a variation of Tier 1 capital, known as Tier 1 common equity. While not prescribed in amount by federal banking regulations (under Basel I), analysts and banking regulators have assessed Regions' capital adequacy using the Tier 1 common equity measure. Because Tier 1 common equity is not formally defined by GAAP or prescribed in any amount by federal banking regulations (under Basel I), this measure 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 Tier 1 common equity, management believes that it is useful to provide investors the ability to assess Regions' capital adequacy on this same basis. Tier 1 common equity is often expressed as a percentage of risk-weighted assets. Under the risk-based capital framework, a company's balance sheet assets and credit equivalent amounts of off-balance sheet items are assigned to one of four broad risk categories. The aggregated dollar amount in each category is then multiplied by the risk-weighted category. The resulting weighted values from each of the four categories are added together and this sum is the risk-weighted assets total that, as adjusted, comprises the denominator of certain risk-based capital ratios. Tier 1 capital is then divided by this denominator (risk-weighted assets) to determine the Tier 1 capital ratio. Adjustments are made to Tier 1 capital to arrive at Tier 1 common equity (non-GAAP). Tier 1 common equity (non-GAAP) is also divided by the risk-weighted assets to determine the Tier 1 common equity ratio (non-GAAP). The amounts disclosed as risk-weighted assets are calculated consistent with banking regulatory requirements. (1) Current quarter amount and the resulting ratio are estimated. 12 As of and for Quarter Ended ($ amounts in millions) 9/30/2014 6/30/2014 3/31/2014 12/31/2013 9/30/2013 TIER 1 COMMON RISK-BASED RATIO(1) —CONSOLIDATED Stockholders’ equity (GAAP) $ 17,160 $ 17,029 $ 16,132 $ 15,768 $ 15,489 Accumulated other comprehensive (income) loss 174 52 229 319 411 Non-qualifying goodwill and intangibles (4,808 ) (4,797 ) (4,804 ) (4,798 ) (4,804 ) Disallowed servicing assets (29 ) (28 ) (29 ) (31 ) (30 ) Tier 1 capital (regulatory) $ 12,497 $ 12,256 $ 11,528 $ 11,258 $ 11,066 Preferred stock (GAAP) (900 ) (920 ) (442 ) (450 ) (458 ) Tier 1 common equity (non-GAAP) A $ 11,597 $ 11,336 $ 11,086 $ 10,808 $ 10,608 Risk-weighted assets (regulatory) B $ 98,440 $ 98,098 $ 97,418 $ 96,416 $ 96,486 Tier 1 common risk-based ratio (non-GAAP) A/B 11.8 % 11.6 % 11.4 % 11.2 % 11.0 %

Non-GAAP reconciliation: Net charge-off ratio Select calculations for annualized net charge-offs as a percentage of average loans (GAAP) are presented in the table below. During the fourth quarter of 2013, Regions made the strategic decision to transfer certain primarily accruing restructured residential first mortgage loans to loans held for sale. These loans were marked down to fair value through net charge-offs upon transfer to held for sale. Management believes that excluding the incremental increase to net charge-offs from the affected net charge-off ratios to arrive at an adjusted net charge-off ratio (non-GAAP) will assist investors in analyzing the Company's credit quality performance as well as provide a better basis from which to predict future performance. 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. *Annualized 13 As of and for Quarter Ended ($ amounts in millions) 9/30/2014 6/30/2014 3/31/2014 12/31/2013 9/30/2013 Residential first mortgage net charge-offs (GAAP) A $ 6 $ 7 $ 9 $ 164 $ 13 Less: Net charge-offs associated with transfer to loans held for sale — — — 151 — Adjusted residential first mortgage net charge-offs (non-GAAP) B $ 6 $ 7 $ 9 $ 13 $ 13 Total consumer net charge-offs (GAAP) C $ 48 $ 41 $ 57 $ 219 $ 72 Less: Net charge-offs associated with transfer to loans held for sale — — — 151 — Adjusted total consumer net charge-offs (non-GAAP) D $ 48 $ 41 $ 57 $ 68 $ 72 Total net charge-offs (GAAP) E $ 75 $ 67 $ 82 $ 278 $ 114 Less: Net charge-offs associated with transfer to loans held for sale — — — 151 — Adjusted net charge-offs (non-GAAP) F $ 75 $ 67 $ 82 $ 127 $ 114 Average residential first mortgage loans (GAAP) G $ 12,212 $ 12,137 $ 12,127 $ 12,752 $ 12,835 Add: Average balances of residential first mortgage loans transferred to loans held for sale — — — 74 — Adjusted average residential first mortgage loans (non-GAAP) H $ 12,212 $ 12,137 $ 12,127 $ 12,826 $ 12,835 Average total consumer loans (GAAP) I $ 28,840 $ 28,687 $ 28,603 $ 29,147 $ 29,031 Add: Average balances of residential first mortgage loans transferred to loans held for sale — — — 74 — Adjusted average total consumer loans (non-GAAP) J $ 28,840 $ 28,687 $ 28,603 $ 29,221 $ 29,031 Total average loans (GAAP) K $ 76,279 $ 76,390 $ 75,139 $ 75,843 $ 75,359 Add: Average balances of residential first mortgage loans transferred to loans held for sale — — — 74 — Adjusted total average loans (non-GAAP) L $ 76,279 $ 76,390 $ 75,139 $ 75,917 $ 75,359 Residential first mortgage net charge-off percentage (GAAP)* A/G 0.22 % 0.20 % 0.32 % 5.10 % 0.41 % Adjusted residential first mortgage net charge-off percentage (non-GAAP)* B/H 0.22 % 0.20 % 0.32 % 0.41 % 0.41 % Total consumer net charge-off percentage (GAAP)* C/I 0.67 % 0.57 % 0.81 % 2.98 % 0.99 % Adjusted total consumer net charge-off percentage (non-GAAP)* D/J 0.67 % 0.57 % 0.81 % 0.93 % 0.99 % Total net charge-off percentage (GAAP)* E/K 0.39 % 0.35 % 0.44 % 1.46 % 0.60 % Adjusted total net charge-off percentage (non-GAAP)* F/L 0.39 % 0.35 % 0.44 % 0.67 % 0.60 %

Non-GAAP reconciliation: Basel III common equity Tier 1 The following table provides calculations of “common equity Tier 1" (CET1) (non-GAAP), based on Regions’ current understanding of the Final Basel III requirements. In December 2010, the Basel Committee on Banking Supervision (the “Basel Committee”) released its final framework for Basel III, which will strengthen international capital and liquidity regulation. In June 2012, U.S. Regulators released three separate Notices of Proposed Rulemaking covering U.S. implementation of the Basel III framework. In July 2013, U.S. Regulators released final rules covering the U.S. implementation of the Basel III framework, which will change capital requirements and place greater emphasis on common equity. For Regions, the Basel III framework will be phased in beginning in 2015 with full implementation complete beginning in 2019. The calculations provided below are estimates, based on Regions’ current understanding of the final framework, 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 the Basel III implementation regulations are not formally defined by GAAP, these measures are considered to be non-GAAP financial measures, and other entities may calculate them differently from Regions’ disclosed calculations. Since analysts and banking regulators may assess Regions’ capital adequacy using the Basel III framework, we believe that it is useful to provide investors the ability to assess Regions’ capital adequacy on the same basis. (1) Current quarter amounts and the resulting ratio are estimated. (2) Under Basel III, regulatory capital must be reduced by purchased credit card relationship intangible assets. These assets are partially allowed in Basel I capital. (3) Regions continues to develop systems and internal controls to precisely calculate risk-weighted assets as required by Basel III. The amount included above is a reasonable approximation, based on our understanding of the requirements. 14 As of and for Quarter Ended ($ amounts in millions) 9/30/2014 6/30/2014 3/31/2014 12/31/2013 9/30/2013 BASEL III COMMON EQUITY TIER 1 RATIO(1) Stockholder's equity (GAAP) $ 17,160 $ 17,029 $ 16,132 $ 15,768 $ 15,489 Non-qualifying goodwill and intangibles(2) (4,918 ) (4,911 ) (4,923 ) (4,922 ) (4,933 ) Adjustments, including all components of accumulated other comprehensive income, disallowed deferred tax assets, threshold deductions and other adjustments 36 (100 ) 61 130 244 Preferred stock (GAAP) (900 ) (920 ) (442 ) (450 ) (458 ) Basel III common equity Tier 1 (non-GAAP) A $ 11,378 $ 11,098 $ 10,828 $ 10,526 $ 10,342 Basel III risk-weighted assets (non-GAAP)(3) B $ 101,560 $ 100,968 $ 100,566 $ 99,483 $ 99,739 Basel III common equity Tier 1 ratio (non-GAAP) A/B 11.2 % 11.0 % 10.8 % 10.6 % 10.4 %

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, 2013, 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 reduction of economic growth. • Possible changes in trade, monetary and fiscal policies of, and other activities undertaken by, governments, agencies, central banks and similar organizations. • The effects of a possible downgrade in the U.S. government’s sovereign credit rating or outlook. • Possible changes in market interest rates. • 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. • 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. • Our ability to develop and gain acceptance from current and prospective customers for new products and services in a timely manner. • Changes in laws and regulations affecting our businesses, including changes in the enforcement and interpretation of such laws and regulations by applicable governmental and self- regulatory agencies. • Our ability to obtain regulatory approval (as part of the 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 issue or redeem preferred stock or other regulatory capital instruments. • Our ability to comply with applicable capital and liquidity requirements (including finalized Basel III capital standards), including our ability to generate capital internally or raise capital on favorable terms. • The costs and other 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. • Any adverse change to our ability to collect interchange fees in a profitable manner, whether such change is the result of regulation, litigation, legislation, or other governmental action. • 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. • 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. • 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. • The effects of man-made and natural disasters, including fires, floods, droughts, tornadoes, hurricanes and environmental damage. • Our ability to keep pace with technological changes. • Our ability to identify and address cyber-security risks such as data security breaches, “denial of service” attacks, “hacking” and identity theft. • Possible downgrades in our credit ratings or outlook. • The effects of problems encountered by other financial institutions that adversely affect us or the banking industry generally. • The effects of the failure of any component of our business infrastructure which is provided by a third party. • Our ability to receive dividends from our subsidiaries. • Changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or other regulatory agencies. • The effects of any damage to our reputation resulting from developments related to any of the items identified above.