8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 23, 2013

REGIONS FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	001-34034	63-0589368
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1900 FIFTH AVENUE NORTH

BIRMINGHAM, ALABAMA 35203

(Address, including zip code, of principal executive office)

Registrant’s telephone number, including area code: (800) 734-4667

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

Item 7.01 Regulation FD Disclosure

On July 23, 2013, Regions Financial Corporation (“Regions”) issued a press release announcing its preliminary results of operations for the quarter ended June 30, 2013. A copy of the press release is attached hereto as Exhibit 99.1. Supplemental financial information for the quarter ended June 30, 2013 is attached as Exhibit 99.2. Executives from Regions will review the results via teleconference and live audio webcast at 11:00 a.m. Eastern time today. A copy of a visual presentation that will be a part of that review is attached as Exhibit 99.3. All of the attached exhibits are incorporated herein and may also be found on Regions website at www.regions.com.

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

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1	Press Release dated July 23, 2013
99.2	Supplemental Financial Information
99.3	Visual Presentation of July 23, 2013

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

REGIONS FINANCIAL CORPORATION
By:	/s/ Fournier J. Gale, III
Name:	Fournier J. Gale, III
Title:	Senior Executive Vice President, General Counsel and Corporate Secretary

Date: July 23, 2013

EX-99.1

Exhibit 99.1

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

Regions Reports Earnings for Second Quarter 2013

Positive momentum continues with over $1 billion in loan growth, improved funding costs and strong

business performance

BIRMINGHAM, Ala. – (BUSINESS WIRE) – July 23, 2013 – Regions Financial Corporation (NYSE:RF) today reported earnings for the quarter ended June 30, 2013.

Key points:

• Reported net income available to common shareholders of $259 million, as compared to $327 million in the first quarter and $284 million in the second quarter of the prior year. Reported earnings available to common shareholders per diluted share of $0.18.

• Pre-tax pre-provision income¹ from continuing operations totaled $421 million, which included $56 million in costs associated with the early termination of certain debt and preferred securities. Excluding these costs and securities gains, pre-tax pre-provision income¹ increased 6 percent from the previous quarter.

• Net interest income totaled $808 million, up $10 million from the prior quarter

• Net interest margin was 3.16 percent, an improvement of 3 basis points from the prior quarter

• Non-interest revenue totaled $497 million, down 1 percent from the prior quarter

• Non-interest expenses totaled $884 million; excluding costs associated with the early termination of certain debt and preferred securities¹, non-interest expenses declined 2 percent from the prior quarter

• Balance sheet improvement highlighted by loan growth

• Total ending loans rose $1.1 billion linked quarter or 1.4 percent. Total new loan production was $8 billion, an increase of 23 percent linked quarter and 14 percent year over year.

• Total business lending, which includes commercial and investor real estate portfolios, increased 2 percent linked quarter, led by commercial and industrial loans, which grew 5 percent

• Total consumer loans were flat linked quarter, with growth in indirect auto, credit card and other consumer loans offset by a decline in residential mortgage and home equity lending

• Funding mix continued to improve as average time deposits declined $1.5 billion

• Deposit costs declined to 15 basis points, down 3 basis points from the first quarter, and total funding costs were down 5 basis points linked quarter to 40 basis points

• Asset quality continues to improve

• Net charge-offs of $144 million, or 77 basis points, were down linked quarter; the loan loss provision of $31 million was $113 million less than net charge-offs

• Both non-performing assets and non-performing loans decreased 5 percent linked quarter

• Allowance for loan losses as a percentage of loans declined 19 basis points linked quarter to 2.18 percent, while the ratio of allowance for loan losses to non-performing loans decreased one basis point to 1.09x

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• Capital and liquidity positions remain strong

• Successfully completed several capital plan actions reducing funding costs

• Solid capital position with an estimated Tier 1 ratio of 11.7 percent and Tier 1 Common ratio¹ of 11.2 percent at June 30, 2013

• Liquidity position remains solid with a low loan-to-deposit ratio of 81 percent

Highlights	Three Months Ended
(In millions, except per share data)	June 30, 2013			March 31, 2013			June 30, 2012
	Amount			Amount			Amount
Net Income
Net interest income	$	808		$	798		$	838
Securities gains, net		8			15			12
Other non-interest income		489			486			495
Total revenue		1,305			1,299			1,345
Provision for loan losses		31			10			26
Non-interest expense		884			842			842
Pre-tax income		390			447			477
Income tax expense		122			114			126
Income from continuing operations (A)		268			333			351
Income (loss) from discontinued operations, net of tax		(1	)		2			4
Net income		267			335			355
Preferred dividends and accretion (B)		8			8			71
Net income available to common shareholders	$	259		$	327		$	284
Income from continuing operations available to common shareholders (A) – (B)	$	260		$	325		$	280
	Three Months Ended
	June 30, 2013			March 31, 2013			June 30, 2012
	Amount			Amount			Amount
Pre-tax Pre-Provision Income (non-GAAP) 1
Income from continuing operations available to common shareholders (GAAP) (A) – (B)	$	260		$	325		$	280
Plus: Preferred dividends (GAAP)		8			8			71
Plus: Income tax expense (GAAP)		122			114			126
Pre-tax income from continuing operations (GAAP)		390			447			477
Plus: Provision for loan losses (GAAP)		31			10			26
Pre-tax pre-provision income from continuing operations (non-GAAP) 1	$	421		$	457		$	503
Plus: Securities gains, net, and other adjustments1		48			(15	)		(17	)
Adjusted pre-tax pre-provision income from continuing operations (non-GAAP) 1	$	469		$	442		$	486
	Three Months Ended
	June 30, 2013			March 31, 2013			June 30, 2012
Key ratios*
Net interest margin (FTE)		3.16	%		3.13	%		3.16	%
Tier 1 capital*		11.7	%		12.4	%		11.0	%
Tier 1 common* risk-based ratio1 (non-GAAP)		11.2	%		11.2	%		10.0	%
Tangible common stockholders’ equity to tangible assets1 (non-GAAP)		8.72	%		8.98	%		8.04	%
Tangible common book value per share1 (non-GAAP)	$	7.11		$	7.29		$	6.69
Asset quality
Allowance for loan losses as % of net loans		2.18	%		2.37	%		3.01	%
Net charge-offs as % of average net loans~		0.77	%		0.99	%		1.39	%
Non-accrual loans, excluding loans held for sale, as % of loans		2.01	%		2.15	%		2.51	%
Non-performing assets as % of loans, foreclosed properties and non-performing loans held for sale		2.25	%		2.41	%		3.04	%
Non-performing assets (including 90+ past due) as % of loans, foreclosed properties and non-performing loans held for sale2		2.68	%		2.88	%		3.49	%

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

~ Annualized

¹ Non-GAAP, refer to pages 8 and 16-17 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

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Positive momentum continues

Regions reported second quarter net income available to common shareholders of $259 million, or $0.18 per diluted share. During the second quarter the company executed several liability management activities that reduced diluted earnings per share by $0.03.

Regions’ performance for the quarter demonstrates that the company’s disciplined focus on identifying and meeting customer needs is resulting in sustainable growth across the franchise. Notably, total ending loan balances were up $1.1 billion linked quarter or 1.4 percent. Overall loan growth reflects slow but steady economic improvement in the company’s core markets as business and consumer deleveraging has slowed and demand for credit has begun to modestly increase. In addition, the company continues to grow organically by expanding the customer base through steady household growth and a disciplined focus on customer service.

“Regions’ positive momentum continued in the second quarter, as evidenced by broad-based loan and customer growth across our franchise with successful execution of key capital plan actions,” said Grayson Hall, chairman, president and CEO. “By continuing to execute on our business priorities, our company is well-positioned to capitalize on opportunities as the economy continues to improve.”

Capital plan actions reduce funding costs, increase return to shareholders

During the second quarter the company began executing various components of its capital plan. These actions improved the company’s financial performance by reducing funding costs, and at the same time, provided higher returns to shareholders through an increase in the dividend and the repurchase of common shares.

In addition to increasing the common dividend from $0.01 per diluted share to $0.03 per diluted share and beginning to execute on the approved share repurchases, this quarter’s capital plan accomplishments included:

• Redeeming $350 million of 7.75% senior notes

• Issuing $750 million of 2% senior notes

• Redeeming $498 million of 6.625% Trust Preferred Securities

• Redeeming $100 million of 7.75% Union Planters REIT Preferred Stock

Future net income will benefit from lower funding costs due to the redemption of higher cost liabilities that were replaced by lower cost debt. In addition, earnings per diluted share will benefit from the reduced share count. However, certain of these activities reduced second quarter pre-tax net income to common shareholders by $56 million and lowered earnings per diluted share by $0.03.

Loan balances increase

Total ending loan balances were $75 billion, an increase of $1.1 billion or 1.4 percent linked quarter. Loan growth was broad-based among product lines as well as across the company’s geographic footprint as approximately 70 percent of the company’s areas experienced loan growth. Total new loan production for the quarter was $8 billion, an increase of 23 percent linked quarter.

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Total business lending, which is made up of commercial loans and investor real estate loans, increased 2.2 percent to $46 billion at quarter end. These loans make up 61 percent of the total loan portfolio. Much of this increase was driven by commercial and industrial loans, which experienced growth for the twelfth straight quarter. Ending loans in this category were up 5 percent compared to the prior quarter, and 11 percent over the same period last year. New loan production in this portfolio increased 36 percent linked quarter to $4 billion as the company experienced pick up in lending to small businesses as well as seasonal growth in demand overall. In addition, total commercial and industrial line commitments grew $2 billion, or 5 percent linked quarter.

The investor real estate portfolio declined during the second quarter; however, this portfolio experienced a more modest rate of decline compared to previous quarters. The pace of de-risking has slowed and has been somewhat offset by new production. Total new and renewed production in this portfolio increased 12 percent from the prior quarter and was driven by lending to well-qualified home builders and developers in select markets. At quarter end, the investor real estate portfolio totaled $7 billion and comprised 9 percent of the total loan portfolio, compared to 12 percent one year ago.

Consumer loans totaled $29 billion on an ending basis and remained flat linked quarter, indicating that consumer deleveraging has begun to subside. Consumer loan production totaled $3 billion in the second quarter, an increase of 12 percent over the prior quarter. Indirect auto loans experienced an increase in ending balances of 9 percent linked quarter. Production in the indirect auto portfolio totaled $508 million during the quarter, an increase of 21 percent linked quarter and 40 percent over the prior year.

Declines in the residential mortgage and home equity portfolios offset the growth in the indirect auto, credit card and other consumer portfolios as consumers continue to pay down real estate debt. However, loan originations for new home purchases were up for the quarter, accounting for almost 53 percent of all mortgage applications, compared to 35 percent last quarter.

Improved funding mix continues to drive deposit costs lower

Average low-cost deposits increased slightly linked quarter, while higher cost time deposits declined 11 percent. This mix shift drove continued improvement in the company’s funding composition, as low-cost deposits as a percentage of total deposits rose to 88 percent, compared to 83 percent last year. This positive mix shift resulted in deposit costs declining to 15 basis points for the quarter, down 3 basis points from first quarter and down 17 basis points from last year. As a result, total funding costs declined to 40 basis points, down 20 basis points from the same period one year ago.

Net interest income increased and net interest margin expanded

Taxable-equivalent net interest income was $821 million, a $10 million or 1 percent increase linked quarter. This was driven by growth in loans, an additional day count, as well as the continued decline in deposit costs. The resulting net interest margin expanded 3 basis points linked quarter to 3.16 percent, primarily attributable to lower deposit costs and a reduction in cash holdings at the Federal Reserve.

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Non-interest revenue impacted by lower mortgage revenue

Non-interest revenue totaled $497 million, down 1 percent linked quarter. Mortgage income for the quarter totaled $69 million, a decline of 4 percent linked quarter. Mortgage production for the quarter was approximately $1.9 billion, a 6 percent increase from the prior quarter. The increase in market rates impacted the pipeline as well as the mortgage servicing rights (MSR) hedge, resulting in the net decrease in mortgage income. Service charges income was down 2 percent linked quarter, driven by lower non-sufficient fund (NSF) fees.

Expenses impacted by costs associated with capital plan actions

Non-interest expenses of $884 million increased 5 percent from the prior quarter, including $56 million in costs related to capital plan actions. Excluding these costs¹, non-interest expense declined 2 percent compared to the prior quarter. During the quarter, legal and professional fees as well as credit costs declined and were partially offset by increases in salaries and benefits. Total headcount increased this quarter by 226 positions primarily related to the addition of income-producing associates in the Regions Investment Services division that is part of the Wealth Management line of business.

Asset quality improvement continues

Asset quality continued to improve in the second quarter. The provision for loan losses totaled $31 million, or $113 million less than net charge-offs. Total net charge-offs were $144 million, a decline of 20 percent linked quarter and net charge-offs as a percentage of total average loans was 0.77 percent. The company’s loan loss allowance to non-performing loans coverage ratio was 1.09x and the allowance for loan losses as a percentage of loans was 2.18 percent as of June 30, 2013.

Non-performing assets totaled $1.7 billion and were down $93 million, or 5 percent linked quarter. Non-performing loans, excluding loans held for sale, improved $80 million, or 5 percent linked quarter. Inflows of non-performing loans were $328 million and total delinquencies were down 7 percent. Commercial and investor real estate criticized loans declined 4 percent in the quarter and were down 28 percent year-over-year.

Strong capital and solid liquidity

As previously mentioned, during the second quarter the company executed a number of transactions that continue to enhance the cost and efficiency of the company’s debt and capital structure. Tier 1 and Tier 1 common¹ capital ratios remained strong, ending the second quarter at an estimated 11.7 percent and 11.2 percent, respectively. The company’s liquidity position at both the bank and the holding company remains solid. As of June 30, 2013, the company’s loan-to-deposit ratio was 81 percent compared to 79 percent in the first quarter.

¹  Non-GAAP, refer to pages 8 and 16-17 of the financial supplement to this earnings release.

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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 which reflect Regions’ current views with respect to future events and financial performance. The Private Securities Litigation Reform Act of 1995 (“the Act”) provides a “safe harbor” for forward-looking statements which are identified as such and are accompanied by the identification of important factors that could cause actual results to differ materially from the forward-looking statements. For these statements, we, together with our subsidiaries, unless the context implies otherwise, claim the protection afforded by the safe harbor in the Act. Forward-looking statements are not based on historical information, but rather are related to future operations, strategies, financial results or other developments. Forward-looking statements are based on management’s expectations as well as certain assumptions and estimates made by, and information available to, management at the time the statements are made. Those statements are based on general assumptions and are subject to various risks, uncertainties and other factors that may cause actual results to differ materially from the views, beliefs and projections expressed in such statements. These risks, uncertainties and other factors include, but are not limited to, those described below:

• The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) became law in July 2010, and a number of legislative, regulatory and tax proposals remain pending. Future and proposed rules may have significant effects on Regions and the financial services industry, the exact nature and extent of which cannot be determined at this time.

• Possible additional loan losses, impairment of goodwill and other intangibles, and adjustment of valuation allowances on deferred tax assets and the impact on earnings and capital.

• Possible changes in interest rates may increase funding costs and reduce earning asset yields, thus reducing margins. Increases in benchmark interest rates could also increase debt service requirements for customers whose terms include a variable interest rate, which may negatively impact the ability of borrowers to pay as contractually obligated.

• Possible adverse changes in general economic and business conditions in the United States in general and in the communities Regions serves in particular.

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

• Possible changes in trade, monetary and fiscal policies, laws and regulations and other activities of governments, agencies, and similar organizations, may have an adverse effect on business.

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

• Regions’ ability 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, is subject to the review of such proposed actions by the Federal Reserve as part of Regions’ comprehensive capital plan for the applicable period in connection with the regulators’ Comprehensive Capital Analysis and Review (CCAR) process and to the acceptance of such capital plan and non-objection to such capital actions by the Federal Reserve.

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• Possible stresses in the financial and real estate markets, including possible deterioration in property values.

• Regions’ ability to manage fluctuations in the value of assets and liabilities and off-balance sheet exposure so as to maintain sufficient capital and liquidity to support Regions’ business.

• Regions’ ability to expand into new markets and to maintain profit margins in the face of competitive pressures.

• Regions’ ability to develop competitive new products and services in a timely manner and the acceptance of such products and services by Regions’ customers and potential customers.

• Cyber-security risks, including “denial of service,” “hacking“and “identity theft,” that could adversely affect our business and financial performance, or our reputation.

• Regions’ ability to keep pace with technological changes.

• Regions’ ability to effectively identify and manage credit risk, interest rate risk, market risk, operational risk, legal risk, liquidity risk, reputational risk, counterparty risk, international risk, regulatory risk, and compliance risk.

• Regions’ ability to ensure adequate capitalization which is impacted by inherent uncertainties in forecasting credit losses.

• The cost and other effects of material contingencies, including litigation contingencies, and any adverse judicial, administrative or arbitral rulings or proceedings.

• The effects of increased competition from both banks and non-banks.

• The effects of geopolitical instability and risks such as terrorist attacks.

• Regions’ ability to identify and address data security breaches.

• Possible changes in consumer and business spending and saving habits could affect Regions’ ability to increase assets and to attract deposits.

• The effects of weather and natural disasters such as floods, droughts, wind, tornados and hurricanes, and the effects of man-made disasters.

• Possible downgrades in ratings issued by rating agencies.

• Possible changes in the speed of loan prepayments by Regions’ customers and loan origination or sales volumes.

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

• The effects of problems encountered by larger or similar financial institutions that adversely affect Regions or the banking industry generally.

• Regions’ ability to receive dividends from its subsidiaries.

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

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

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

The foregoing list of factors is not exhaustive. For discussion of these and other factors that may cause actual results to differ from expectations, look under the captions “Forward-Looking Statements” and “Risk Factors” of Regions’ Annual Report on Form 10-K for the year ended December 31, 2012 and the Forward-Looking Statements” section of Regions’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, as filed with the Securities and Exchange Commission.

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The words “believe,” “expect,” “anticipate,” “project,” and similar expressions often signify forward-looking statements. You should not place undue reliance on any forward-looking statements, which speak only as of the date made. We assume no obligation to update or revise any forward-looking statements that are made from time to time.

Use of non-GAAP financial measures

Regions believes that the presentation of pre-tax, pre-provision income (PPI) and the exclusion of certain items from PPI provides a meaningful base for period-to-period comparisons, which management believes will assist investors in analyzing the operating results of the company and predicting future performance. These non-GAAP financial measures are also used by management to assess the performance of Regions’ business. It is possible that the activities related to the adjustments may recur; however, management does not consider the activities related to the adjustments to be indications of ongoing operations. Regions believes that presentation of these non-GAAP financial measures will permit investors to assess the performance of the company on the same basis as 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.

Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied and are not audited. To mitigate these limitations, Regions has policies in place to identify and address expenses that qualify for non-GAAP presentation, including authorization and system controls to ensure accurate period to period comparisons. Although these non-GAAP financial measures are frequently used by stakeholders in the evaluation of a company, they have limitations as analytical tools, and should not be considered in isolation, or as a substitute for analyses of results as reported under GAAP. In particular, a measure of earnings that excludes selected items do not represent the amount that effectively accrues directly to stockholders.

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

• Preparation of Regions’ operating budgets

• Monthly financial performance reporting

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

• Presentation to investors of company performance

See page 8 of the supplement to this earnings release for the computation of income (loss) from continuing operations available to common shareholders (GAAP) to pre-tax pre-provision income from continuing operations (non-GAAP) to adjusted pre-tax pre-provision income from continuing operations (non-GAAP). See pages 16-17 of the supplement to this earnings release for 1) a reconciliation and computation of adjusted income (loss) available to common shareholders (non-GAAP), and adjusted income (loss) from continuing operations available to common shareholders (non-GAAP), 2) computation of return on average assets from continuing operations (GAAP) and adjusted return on average assets from continuing operations (non-GAAP), 3) a reconciliation of average and ending stockholders’ equity (GAAP) to average and ending tangible common stockholders’ equity (non-GAAP), 4) computation of return on average tangible common stockholders’ equity (non-GAAP) and adjusted return on average tangible common stockholders’ equity (non-GAAP), 5) a reconciliation of total assets (GAAP) to tangible assets (non-GAAP), 6) computation of tangible common stockholders’ equity to tangible assets (non-GAAP) and tangible common book value per share (non-GAAP), 7) a reconciliation of stockholders’ equity (GAAP) to Tier 1 common equity (non-GAAP), 8) computation of Tier 1 common risk–based ratio (non-GAAP), 9) a reconciliation of non-interest expense (GAAP) to adjusted non-interest expense (non-GAAP), 10) a reconciliation of non-interest income (GAAP) to adjusted non-interest income (non-GAAP), and 11) a computation of the adjusted efficiency ratio and fee income ratio (non-GAAP).

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EX-99.2

Exhibit 99.2

Regions Financial Corporation and Subsidiaries

Financial Supplement

Second Quarter 2013

Regions Financial Corporation and Subsidiaries

Financial Supplement to Second Quarter 2013 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	4-5
Loans	6
Deposits	7
Pre-Tax Pre-Provision Income (“PPI”) and Adjusted PPI	8
Non-Interest Income	9
Non-Interest Expense	10
Credit Quality
Allowance for Credit Losses, Net Charge-Offs and Related Ratios	11
NPL, Foreclosed Property and Held for Sale Migration	12
Non-Accrual Loans (excludes loans held for sale) and Residential Lending Net Charge-Off Analysis	13
Early and Late Stage Delinquencies	14
Troubled Debt Restructurings	15
Reconciliation to GAAP Financial Measures
Efficiency Ratios, Fee Income Ratios, and Adjusted Non-Interest Income / Expense	16
Return Ratios, Tangible Common Ratios and Capital	17
Statement of Discontinued Operations	18
Forward-Looking Statements	19

Regions Financial Corporation and Subsidiaries

Financial Supplement to Second Quarter 2013 Earnings Release

Consolidated Balance Sheets (unaudited)

	As of
($ amounts in millions)	6/30/13			3/31/13			12/31/12			9/30/12			6/30/12
Assets:
Cash and due from banks	$	2,112		$	1,796		$	1,979		$	1,738		$	2,000
Interest-bearing deposits in other banks		2,168			3,137			3,510			2,192			1,766
Trading account assets		102			121			116			114			110
Securities held to maturity		2,425			8			10			12			13
Securities available for sale		22,001			27,089			27,244			27,603			27,232
Loans held for sale		839			1,082			1,383			1,265			1,187
Loans, net of unearned income		74,990			73,936			73,995			75,259			76,202
Allowance for loan losses		(1,636	)		(1,749	)		(1,919	)		(2,062	)		(2,291	)
Net loans		73,354			72,187			72,076			73,197			73,911
Other interest-earning assets		135			102			900			881			901
Premises and equipment, net		2,228			2,252			2,279			2,274			2,300
Interest receivable		326			366			344			362			341
Goodwill		4,816			4,816			4,816			4,816			4,816
Mortgage servicing rights at fair value (MSRs)		276			236			191			176			179
Other identifiable intangible assets		318			331			345			365			391
Other assets		7,607			6,195			6,154			6,803			7,198
Total assets	$	118,707		$	119,718		$	121,347		$	121,798		$	122,345
Liabilities and stockholders’ equity:
Deposits:
Non-interest-bearing	$	29,464		$	29,971		$	29,963		$	30,345		$	29,625
Interest-bearing		62,990			64,162			65,511			64,536			65,473
Total deposits		92,454			94,133			95,474			94,881			95,098
Borrowed funds:
Short-term borrowings:
Federal funds purchased and securities sold under agreements to repurchase		2,877			1,829			1,449			1,866			2,746
Other short-term borrowings		1,000			1			125			70			560
Total short-term borrowings		3,877			1,830			1,574			1,936			3,306
Long-term borrowings		4,856			5,847			5,861			6,224			6,230
Total borrowed funds		8,733			7,677			7,435			8,160			9,536
Other liabilities		2,191			2,168			2,939			3,856			3,256
Total liabilities		103,378			103,978			105,848			106,897			107,890
Stockholders’ equity:
Preferred stock, Series A non-cumulative perpetual		466			474			482			—			—
Common stock		14			15			15			15			15
Additional paid-in capital		19,440			19,643			19,652			19,664			19,666
Retained earnings (deficit)		(2,736	)		(3,003	)		(3,338	)		(3,603	)		(3,904	)
Treasury stock, at cost		(1,377	)		(1,377	)		(1,377	)		(1,377	)		(1,376	)
Accumulated other comprehensive income (loss), net		(478	)		(12	)		65			202			54
Total stockholders’ equity		15,329			15,740			15,499			14,901			14,455
Total liabilities and stockholders’ equity	$	118,707		$	119,718		$	121,347		$	121,798		$	122,345

Page 1

Regions Financial Corporation and Subsidiaries

Financial Supplement to Second Quarter 2013 Earnings Release

Consolidated Statements of Income (unaudited)

	Quarter Ended
($ amounts in millions, except per share data)	6/30/13			3/31/13		12/31/12			9/30/12			6/30/12
Interest income on:
Loans, including fees	$	746		$	743	$	777		$	783		$	806
Securities—taxable		152			156		158			170			179
Loans held for sale		8			9		10			9			7
Trading account assets		—			1		1			—			—
Other interest-earning assets		1			2		2			2			2
Total interest income		907			911		948			964			994
Interest expense on:
Deposits		33			42		53			67			76
Short-term borrowings		1			—		1			1			—
Long-term borrowings		65			71		76			79			80
Total interest expense		99			113		130			147			156
Net interest income		808			798		818			817			838
Provision for loan losses		31			10		37			33			26
Net interest income after provision for loan losses		777			788		781			784			812
Non-interest income:
Service charges on deposit accounts		237			242		254			244			233
Investment fee income		29			27		31			34			17
Mortgage income		69			72		90			106			90
Trust department income		49			49		48			48			50
Securities gains, net		8			15		12			12			12
Other		105			96		101			89			105
Total non-interest income		497			501		536			533			507
Non-interest expense:
Salaries and employee benefits		452			447		438			449			434
Net occupancy expense		92			90		97			99			92
Furniture and equipment expense		69			69		65			65			67
Other		271			236		302			256			249
Total non-interest expense		884			842		902			869			842
Income before income taxes from continuing operations		390			447		415			448			477
Income tax expense		122			114		138			136			126
Income from continuing operations		268			333		277			312			351
Discontinued operations:
Income (loss) from discontinued operations before income taxes		(2	)		4		(19	)		(19	)		4
Income tax expense (benefit)		(1	)		2		(7	)		(8	)		—
Income (loss) from discontinued operations, net of tax		(1	)		2		(12	)		(11	)		4
Net income	$	267		$	335	$	265		$	301		$	355
Income from continuing operations available to common shareholders	$	260		$	325	$	273		$	312		$	280
Net income available to common shareholders	$	259		$	327	$	261		$	301		$	284
Weighted-average shares outstanding—during quarter:
Basic		1,401			1,413		1,413			1,414			1,414
Diluted		1,418			1,423		1,423			1,423			1,418
Actual shares outstanding—end of quarter		1,395			1,413		1,413			1,413			1,413
Earnings per common share from continuing operations:
Basic	$	0.19		$	0.23	$	0.19		$	0.22		$	0.20
Diluted	$	0.18		$	0.23	$	0.19		$	0.22		$	0.20
Earnings per common share:
Basic	$	0.18		$	0.23	$	0.18		$	0.21		$	0.20
Diluted	$	0.18		$	0.23	$	0.18		$	0.21		$	0.20
Cash dividends declared per common share	$	0.03		$	0.01	$	0.01		$	0.01		$	0.01
Taxable-equivalent net interest income from continuing operations	$	821		$	811	$	831		$	830		$	850

Page 2

Regions Financial Corporation and Subsidiaries

Financial Supplement to Second Quarter 2013 Earnings Release

Selected Ratios and Other Information

	As of and for Quarter Ended
	6/30/13			3/31/13			12/31/12			9/30/12			6/30/12
Return on average assets from continuing operations*		0.88	%		1.11	%		0.90	%		1.02	%		0.92	%
Adjusted return on average assets from continuing operations (non-GAAP)* (1)		0.88	%		1.11	%		1.02	%		1.02	%		0.92	%
Return on average tangible common stockholders’ equity (non-GAAP)* (1)		10.15	%		13.12	%		10.42	%		12.39	%		12.40	%
Adjusted return on average tangible common stockholders’ equity (non-GAAP)* (1)		10.15	%		13.12	%		11.93	%		12.39	%		12.40	%
Adjusted efficiency ratio from continuing operations (non-GAAP) (1)		63.1	%		64.9	%		62.7	%		64.3	%		62.8	%
Common book value per share	$	10.65		$	10.80		$	10.63		$	10.55		$	10.23
Tangible common book value per share (non-GAAP) (1)	$	7.11		$	7.29		$	7.11		$	7.02		$	6.69
Tangible common stockholders’ equity to tangible assets (non-GAAP) (1)		8.72	%		8.98	%		8.63	%		8.49	%		8.04	%
Tier 1 Common risk-based ratio (non-GAAP) (1)(2)		11.2	%		11.2	%		10.8	%		10.5	%		10.0	%
Tier 1 Capital (2)		11.7	%		12.4	%		12.0	%		11.5	%		11.0	%
Total Risk-Based Capital (2)		14.8	%		15.8	%		15.4	%		15.0	%		14.5	%
Leverage (2)		9.7	%		10.1	%		9.6	%		9.1	%		8.7	%
Allowance for loan losses as a percentage of loans, net of unearned income		2.18	%		2.37	%		2.59	%		2.74	%		3.01	%
Allowance for loan losses to non-performing loans, excluding loans held for sale		1.09	x		1.10	x		1.14	x		1.09	x		1.20	x
Net interest margin (FTE) from continuing operations		3.16	%		3.13	%		3.10	%		3.08	%		3.16	%
Loans, net of unearned income, to total deposits		81.1	%		78.5	%		77.5	%		79.3	%		80.1	%
Net charge-offs as a percentage of average loans*		0.77	%		0.99	%		0.96	%		1.38	%		1.39	%
Non-accrual loans, excluding loans held for sale as a percentage of loans		2.01	%		2.15	%		2.27	%		2.50	%		2.51	%
Non-performing assets (excluding loans 90 days past due) as a percentage of loans, foreclosed properties and non-performing loans held for sale		2.25	%		2.41	%		2.59	%		2.93	%		3.04	%
Non-performing assets (including loans 90 days past due) as a percentage of loans, foreclosed properties and non-performing loans held for sale (3)		2.68	%		2.88	%		3.07	%		3.37	%		3.49	%
Associate headcount		23,692			23,466			23,427			23,361			23,422
Total branch outlets		1,709			1,709			1,711			1,716			1,719
ATMs		2,038			2,048			2,054			2,061			2,063

* Annualized

(1) See reconciliation of GAAP to non-GAAP Financial Measures on pages 16-17.

(2) Current quarter Tier 1 Common, Tier 1, 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.

Page 3

Regions Financial Corporation and Subsidiaries

Financial Supplement to Second Quarter 2013 Earnings Release

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

	Quarter Ended
	6/30/13								3/31/13
	Average			Income/		Yield/			Average			Income/		Yield/
($ amounts in millions; yields on taxable-equivalent basis)	Balance			Expense		Rate			Balance			Expense		Rate
Assets
Interest-earning assets:
Trading account assets	$	122		$	—		0.48	%	$	117		$	1		3.20	%
Securities:
Taxable		26,706			152		2.29			26,893			156		2.35
Tax-exempt		6			—		—			7			—		—
Loans held for sale		880			8		3.42			1,206			9		3.17
Loans, net of unearned income:
Commercial and industrial		28,301			272		3.85			27,058			260		3.90
Commercial real estate mortgage—owner-occupied		9,808			114		4.66			9,974			116		4.70
Commercial real estate construction—owner-occupied		339			5		5.27			303			3		4.41
Commercial investor real estate mortgage		6,124			54		3.58			6,613			59		3.59
Commercial investor real estate construction		1,085			10		3.57			951			9		3.77
Residential first mortgage		12,823			128		4.00			12,900			131		4.12
Home equity		11,475			103		3.62			11,670			105		3.64
Indirect		2,606			26		4.08			2,423			26		4.35
Consumer credit card		851			27		12.33			871			26		12.28
Other consumer		1,137			20		7.25			1,156			21		7.28
Total loans, net of unearned income		74,549			759		4.09			73,919			756		4.14
Other interest-earning assets		1,869			1		0.24			2,821			2		0.26
Total interest-earning assets		104,132			920		3.55			104,963			924		3.57
Allowance for loan losses		(1,706	)							(1,894	)
Cash and due from banks		1,745								1,766
Other non-earning assets		14,077								14,288
	$	118,248							$	119,123
Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Savings accounts	$	6,148			2		0.09		$	5,929			1		0.10
Interest-bearing transaction accounts		19,636			4		0.10			20,440			6		0.11
Money market accounts		25,952			9		0.14			25,477			9		0.14
Time deposits		11,423			18		0.66			12,904			26		0.81
Total interest-bearing deposits (1)		63,159			33		0.21			64,750			42		0.26
Federal funds purchased and securities sold under agreements to repurchase		2,287			—		0.09			1,786			—		0.10
Other short-term borrowings		310			1		0.19			25			—		0.01
Long-term borrowings		5,298			65		4.93			5,857			71		4.89
Total interest-bearing liabilities (2)		71,054			99		0.56			72,418			113		0.63
Net interest spread							2.99								2.94
Non-interest-bearing deposits (1)(2)		29,454								29,114
Other liabilities		2,097								2,047
Stockholders’ equity		15,643								15,544
	$	118,248							$	119,123
Net interest income/margin FTE basis				$	821		3.16	%				$	811		3.13	%

(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 0.15% and 0.18% for the quarters ended June 30, 2013 and March 31, 2013, respectively.

(2) Total funding costs from continuing operations may be calculated by dividing total interest expense on interest-bearing liabilities by the sum of interest-bearing liabilities and non-interest bearing deposits. The rates for total funding costs from continuing operations equal 0.40% and 0.45% for the quarters ended June 30, 2013 and March 31, 2013, respectively.

Page 4

Regions Financial Corporation and Subsidiaries

Financial Supplement to Second Quarter 2013 Earnings Release

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

	Quarter Ended
	12/31/12								9/30/12								6/30/12
	Average			Income/		Yield/			Average			Income/		Yield/			Average			Income/		Yield/
($ amounts in millions; yields on taxable-equivalent basis)	Balance			Expense		Rate			Balance			Expense		Rate			Balance			Expense		Rate
Assets
Interest-earning assets:
Trading account assets	$	126		$	1		3.16	%	$	112		$	—		—	%	$	116		$	—		—	%
Securities:
Taxable		27,128			159		2.33			27,028			170		2.50			26,846			179		2.68
Tax-exempt		9			—		—			10			—		—			16			—		—
Loans held for sale		1,232			9		2.91			1,213			9		2.95			1,107			8		2.91
Loans, net of unearned income:
Commercial and industrial		26,414			266		4.01			26,024			262		4.01			25,650			266		4.17
Commercial real estate mortgage—owner-occupied		10,237			123		4.78			10,464			122		4.64			10,805			128		4.76
Commercial real estate construction—owner-occupied		298			3		4.00			274			3		4.36			271			4		5.94
Commercial investor real estate mortgage		7,404			66		3.55			8,374			74		3.52			8,925			81		3.65
Commercial investor real estate construction		901			12		5.30			851			8		3.74			923			8		3.49
Residential first mortgage		13,072			136		4.14			13,300			141		4.22			13,484			144		4.30
Home equity		11,912			108		3.61			12,157			109		3.57			12,479			111		3.58
Indirect		2,295			26		4.51			2,150			26		4.81			2,022			25		4.97
Consumer credit card		886			28		12.57			908			29		12.71			925			28		12.17
Other consumer		1,203			22		7.28			1,195			22		7.32			1,186			22		7.46
Total loans, net of unearned income		74,622			790		4.21			75,697			796		4.18			76,670			817		4.29
Other interest-earning assets		3,540			2		0.22			3,187			2		0.25			3,311			2		0.24
Total interest-earning assets		106,657			961		3.58			107,247			977		3.62			108,066			1,006		3.74
Allowance for loan losses		(2,027	)							(2,232	)							(2,506	)
Cash and due from banks		1,812								1,732								1,814
Other non-earning assets		14,594								14,784								15,052
	$	121,036							$	121,531							$	122,426
Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Savings accounts	$	5,689			1		0.07		$	5,650			1		0.07		$	5,655			1		0.07
Interest-bearing transaction accounts		19,694			6		0.12			18,880			5		0.11			19,447			6		0.12
Money market accounts		24,912			9		0.14			24,891			11		0.18			24,520			11		0.18
Time deposits		14,220			37		1.04			15,536			50		1.28			17,175			58		1.36
Total interest-bearing deposits (1)		64,515			53		0.33			64,957			67		0.41			66,797			76		0.46
Federal funds purchased and securities sold under agreements to repurchase		1,601			1		0.25			2,375			1		0.17			1,856			—		—
Other short-term borrowings		109			—		—			363			—		—			468			—		—
Long-term borrowings		6,109			76		4.95			6,230			79		5.04			6,862			80		4.69
Total interest-bearing liabilities (2)		72,334			130		0.71			73,925			147		0.79			75,983			156		0.83
Net interest spread							2.87								2.83								2.91
Non-interest-bearing deposits (1)(2)		30,290								29,652								29,066
Other liabilities		3,094								3,243								2,996
Stockholders’ equity		15,318								14,711								14,381
	$	121,036							$	121,531							$	122,426
Net interest income/margin FTE basis				$	831		3.10	%				$	830		3.08	%				$	850		3.16	%

(1) Total deposit costs from continuing operations may be calculated by dividing total interest expense on deposits by the sum of interest-bearing deposits and non-interest bearing deposits. The rates for total deposit costs from continuing operations equal 0.22%, 0.28%, and 0.32% for the quarters ended December 31, 2012, September 30, 2012, and June 30, 2012, respectively.

(2) Total funding costs from continuing operations may be calculated by dividing total interest expense on interest-bearing liabilities by the sum of interest-bearing liabilities and non-interest bearing deposits. The rates for total funding costs from continuing operations equal 0.50%, 0.56%, and 0.60% for the quarters ended December 31, 2012, September 30, 2012, and June 30, 2012, respectively.

Page 5

Regions Financial Corporation and Subsidiaries

Financial Supplement to Second Quarter 2013 Earnings Release

Loans

	Quarter Ended
											6/30/13					6/30/13
($ amounts in millions)	6/30/13		3/31/13		12/31/12		9/30/12		6/30/12		vs. 3/31/13					vs. 6/30/12
Commercial and industrial	$	28,954	$	27,602	$	26,674	$	26,375	$	25,990	$	1,352		4.9	%	$	2,964		11.4	%
Commercial real estate mortgage—owner-occupied		9,731		9,812		10,095		10,325		10,626		(81	)	-0.8	%		(895	)	-8.4	%
Commercial real estate construction—owner-occupied		345		325		302		292		261		20		6.2	%		84		32.2	%
Total commercial		39,030		37,739		37,071		36,992		36,877		1,291		3.4	%		2,153		5.8	%
Commercial investor real estate mortgage		5,806		6,338		6,808		7,866		8,598		(532	)	-8.4	%		(2,792	)	-32.5	%
Commercial investor real estate construction		1,208		984		914		847		849		224		22.8	%		359		42.3	%
Total investor real estate		7,014		7,322		7,722		8,713		9,447		(308	)	-4.2	%		(2,433	)	-25.8	%
Residential first mortgage		12,839		12,875		12,963		13,225		13,394		(36	)	-0.3	%		(555	)	-4.1	%
Home equity—first lien		5,726		5,625		5,622		5,605		5,663		101		1.8	%		63		1.1	%
Home equity—second lien		5,684		5,921		6,178		6,420		6,658		(237	)	-4.0	%		(974	)	-14.6	%
Indirect		2,693		2,483		2,336		2,220		2,060		210		8.5	%		633		30.7	%
Consumer credit card		866		851		906		901		922		15		1.8	%		(56	)	-6.1	%
Other consumer		1,138		1,120		1,197		1,183		1,181		18		1.6	%		(43	)	-3.6	%
Total consumer		28,946		28,875		29,202		29,554		29,878		71		0.2	%		(932	)	-3.1	%
Total Loans	$	74,990	$	73,936	$	73,995	$	75,259	$	76,202	$	1,054		1.4	%	$	(1,212	)	-1.6	%
	Average Balances
											2Q13					2Q13
($ amounts in millions)	2Q13		1Q13		4Q12		3Q12		2Q12		vs. 1Q13					vs. 2Q12
Commercial and industrial	$	28,301	$	27,058	$	26,414	$	26,024	$	25,650	$	1,243		4.6	%	$	2,651		10.3	%
Commercial real estate mortgage—owner-occupied		9,808		9,974		10,237		10,464		10,805		(166	)	-1.7	%		(997	)	-9.2	%
Commercial real estate construction—owner-occupied		339		303		298		274		271		36		11.9	%		68		25.1	%
Total commercial		38,448		37,335		36,949		36,762		36,726		1,113		3.0	%		1,722		4.7	%
Commercial investor real estate mortgage		6,124		6,613		7,404		8,374		8,925		(489	)	-7.4	%		(2,801	)	-31.4	%
Commercial investor real estate construction		1,085		951		901		851		923		134		14.1	%		162		17.6	%
Total investor real estate		7,209		7,564		8,305		9,225		9,848		(355	)	-4.7	%		(2,639	)	-26.8	%
Residential first mortgage		12,823		12,900		13,072		13,300		13,484		(77	)	-0.6	%		(661	)	-4.9	%
Home equity—first lien		5,697		5,642		5,632		5,636		5,723		55		1.0	%		(26	)	-0.5	%
Home equity—second lien		5,778		6,028		6,280		6,521		6,756		(250	)	-4.1	%		(978	)	-14.5	%
Indirect		2,606		2,423		2,295		2,150		2,022		183		7.6	%		584		28.9	%
Consumer credit card		851		871		886		908		925		(20	)	-2.3	%		(74	)	-8.0	%
Other consumer		1,137		1,156		1,203		1,195		1,186		(19	)	-1.6	%		(49	)	-4.1	%
Total consumer		28,892		29,020		29,368		29,710		30,096		(128	)	-0.4	%		(1,204	)	-4.0	%
Total Loans	$	74,549	$	73,919	$	74,622	$	75,697	$	76,670	$	630		0.9	%	$	(2,121	)	-2.8	%

End of Period Loan Portfolio Balances by Percentage

	Quarter Ended
	6/30/2013			3/31/2013			12/31/2012			9/30/2012			6/30/2012
Commercial and industrial		38.6	%		37.3	%		36.1	%		35.0	%		34.1	%
Commercial real estate mortgage—owner-occupied		13.0	%		13.3	%		13.6	%		13.7	%		13.9	%
Commercial real estate construction—owner-occupied		0.5	%		0.4	%		0.4	%		0.5	%		0.4	%
Total commercial		52.1	%		51.0	%		50.1	%		49.2	%		48.4	%
Commercial investor real estate mortgage		7.7	%		8.6	%		9.2	%		10.5	%		11.3	%
Commercial investor real estate construction		1.6	%		1.3	%		1.2	%		1.1	%		1.1	%
Total investor real estate		9.3	%		9.9	%		10.4	%		11.6	%		12.4	%
Residential first mortgage		17.1	%		17.4	%		17.5	%		17.6	%		17.6	%
Home equity—first lien		7.6	%		7.6	%		7.6	%		7.4	%		7.4	%
Home equity—second lien		7.6	%		8.0	%		8.4	%		8.5	%		8.7	%
Indirect		3.6	%		3.4	%		3.2	%		2.9	%		2.7	%
Consumer credit card		1.2	%		1.2	%		1.2	%		1.2	%		1.2	%
Other consumer		1.5	%		1.5	%		1.6	%		1.6	%		1.6	%
Total consumer		38.6	%		39.1	%		39.5	%		39.2	%		39.2	%
Total Loans		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%

Page 6

Regions Financial Corporation and Subsidiaries

Financial Supplement to Second Quarter 2013 Earnings Release

Deposits

	Quarter Ended
											6/30/13					6/30/13
($ amounts in millions)	6/30/13		3/31/13		12/31/12		9/30/12		6/30/12		vs. 3/31/13					vs. 6/30/12
Customer Deposits
Interest-free deposits	$	29,464	$	29,971	$	29,963	$	30,345	$	29,625	$	(507	)	-1.7	%	$	(161	)	-0.5	%
Interest-bearing checking		19,937		20,004		21,096		19,240		19,311		(67	)	-0.3	%		626		3.2	%
Savings		6,117		6,159		5,760		5,652		5,661		(42	)	-0.7	%		456		8.1	%
Money market—domestic		25,946		25,411		24,901		24,404		23,974		535		2.1	%		1,972		8.2	%
Money market—foreign		193		332		311		327		322		(139	)	-41.9	%		(129	)	-40.1	%
Low-cost deposits		81,657		81,877		82,031		79,968		78,893		(220	)	-0.3	%		2,764		3.5	%
Time deposits		10,797		12,256		13,443		14,911		16,202		(1,459	)	-11.9	%		(5,405	)	-33.4	%
Total customer deposits		92,454		94,133		95,474		94,879		95,095		(1,679	)	-1.8	%		(2,641	)	-2.8	%
Corporate Treasury Deposits
Time deposits		—		—		—		2		3		—		—			(3	)	NM
Total Deposits	$	92,454	$	94,133	$	95,474	$	94,881	$	95,098	$	(1,679	)	-1.8	%	$	(2,644	)	-2.8	%
	Average Balances
											2Q13					2Q13
($ amounts in millions)	2Q13		1Q13		4Q12		3Q12		2Q12		vs. 1Q13					vs. 2Q12
Customer Deposits
Interest-free deposits	$	29,454	$	29,114	$	30,290	$	29,652	$	29,066	$	340		1.2	%	$	388		1.3	%
Interest-bearing checking		19,636		20,440		19,694		18,880		19,447		(804	)	-3.9	%		189		1.0	%
Savings		6,148		5,929		5,689		5,650		5,655		219		3.7	%		493		8.7	%
Money market—domestic		25,722		25,161		24,577		24,563		24,172		561		2.2	%		1,550		6.4	%
Money market—foreign		230		316		335		328		348		(86	)	-27.2	%		(118	)	-33.9	%
Low-cost deposits		81,190		80,960		80,585		79,073		78,688		230		0.3	%		2,502		3.2	%
Time deposits		11,423		12,904		14,218		15,533		17,172		(1,481	)	-11.5	%		(5,749	)	-33.5	%
Total customer deposits		92,613		93,864		94,803		94,606		95,860		(1,251	)	-1.3	%		(3,247	)	-3.4	%
Corporate Treasury Deposits
Time deposits		—		—		2		3		3		—		—			(3	)	NM
Total Deposits	$	92,613	$	93,864	$	94,805	$	94,609	$	95,863	$	(1,251	)	-1.3	%	$	(3,250	)	-3.4	%

End of Period Deposits by Percentage

	Quarter Ended
	6/30/13			3/31/13			12/31/12			9/30/12			6/30/12
Customer Deposits
Interest-free deposits		31.9	%		31.8	%		31.4	%		32.0	%		31.2	%
Interest-bearing checking		21.6	%		21.3	%		22.1	%		20.3	%		20.3	%
Savings		6.6	%		6.5	%		6.0	%		6.0	%		6.0	%
Money market—domestic		28.1	%		27.0	%		26.1	%		25.7	%		25.2	%
Money market—foreign		0.2	%		0.4	%		0.3	%		0.3	%		0.3	%
Low-cost deposits		88.4	%		87.0	%		85.9	%		84.3	%		83.0	%
Time deposits		11.6	%		13.0	%		14.1	%		15.7	%		17.0	%
Total customer deposits		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Corporate Treasury Deposits
Time deposits		—			—			—			—			—
Total Deposits		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%

Page 7

Regions Financial Corporation and Subsidiaries

Financial Supplement to Second Quarter 2013 Earnings Release

Pre-Tax Pre-Provision Income (non-GAAP)

The Pre-Tax Pre-Provision Income (PPI) 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
																2Q13					2Q13
($ amounts in millions)	6/30/13			3/31/13			12/31/12			9/30/12			6/30/12			vs. 1Q13					vs. 2Q12
Income from continuing operations available to common shareholders (GAAP)	$	260		$	325		$	273		$	312		$	280		$	(65	)	-20.0	%	$	(20	)	-7.1	%
Preferred dividends (GAAP)		8			8			4			—			71			—		NM			(63	)	-88.7	%
Income tax expense (GAAP)		122			114			138			136			126			8		7.0	%		(4	)	-3.2	%
Income from continuing operations before income taxes (GAAP)		390			447			415			448			477			(57	)	-12.8	%		(87	)	-18.2	%
Provision for loan losses (GAAP)		31			10			37			33			26			21		210.0	%		5		19.2	%
Pre-tax pre-provision income from continuing operations (non-GAAP)		421			457			452			481			503			(36	)	-7.9	%		(82	)	-16.3	%
Other Adjustments:
Securities gains, net		(8	)		(15	)		(12	)		(12	)		(12	)		7		-46.7	%		4		-33.3	%
Leveraged lease termination gains, net(1)		—			—			—			—			(7	)		—		NM			7		-100.0	%
Loss on early extinguishment of debt		56			—			11			—			—			56		NM			56		NM
Securities impairment, net		—			—			—			—			2			—		NM			(2	)	-100.0	%
REIT investment early termination costs		—			—			42			—			—			—		NM			—		NM
Total other adjustments		48			(15	)		41			(12	)		(17	)		63		-420.0	%		65		-382.4	%
Adjusted pre-tax pre-provision income from continuing operations (non-GAAP)	$	469		$	442		$	493		$	469		$	486		$	27		6.1	%	$	(17	)	-3.5	%

(1) After tax amounts for leveraged lease terminations gains are zero for 6/30/2013, 3/31/2013, 12/31/2012 and 9/30/2012, respectively, and $0.6 million for 6/30/2012.

Page 8

Regions Financial Corporation and Subsidiaries

Financial Supplement to Second Quarter 2013 Earnings Release

Non-Interest Income

	Quarter Ended
																2Q13					2Q13
($ amounts in millions)	6/30/13			3/31/13			12/31/12			9/30/12			6/30/12			vs. 1Q13					vs. 2Q12
Service charges on deposit accounts	$	237		$	242		$	254		$	244		$	233		$	(5	)	-2.1	%	$	4		1.7	%
Investment fee income		29			27			31			34			17			2		7.4	%		12		70.6	%
Mortgage income		69			72			90			106			90			(3	)	-4.2	%		(21	)	-23.3	%
Trust department income		49			49			48			48			50			—		NM			(1	)	-2.0	%
Commercial credit fee income		17			16			16			17			16			1		6.3	%		1		6.3	%
Securities gains, net		8			15			12			12			12			(7	)	-46.7	%		(4	)	-33.3	%
Insurance commissions and fees		29			30			27			28			26			(1	)	-3.3	%		3		11.5	%
Leveraged lease termination gains, net		—						—			—			7			—		NM			(7	)	-100.0	%
Bank-owned life insurance		22			22			20			19			21			—		NM			1		4.8	%
Net revenue (loss) from affordable housing		(15	)		(17	)		(5	)		(17	)		(13	)		2		-11.8	%		(2	)	15.4	%
Credit card/bank card income		19			18			21			18			23			1		5.6	%		(4	)	-17.4	%
Other		33			27			22			24			25			6		22.2	%		8		32.0	%
Total non-interest income from continuing operations	$	497		$	501		$	536		$	533		$	507		$	(4	)	-0.8	%	$	(10	)	-2.0	%

Mortgage Income

	Quarter Ended
																2Q13					2Q13
($ amounts in millions)	6/30/13			3/31/13			12/31/12			9/30/12			6/30/12			vs. 1Q13					vs. 2Q12
Production and sales	$	54		$	59		$	72		$	85		$	69		$	(5	)	-8.5	%	$	(15	)	-21.7	%
Loan servicing		23			19			20			21			21			4		21.1	%		2		9.5	%
MSRs fair value increase (decrease) (1)		24			1			(1	)		(19	)		(34	)		23		NM			58		-170.6	%
MSRs hedge gain (loss)		(32	)		(7	)		(1	)		19			34			(25	)	357.1	%		(66	)	-194.1	%
MSR hedge ineffectiveness		(8	)		(6	)		(2	)		—			—			(2	)	33.3	%		(8	)	NM
Total mortgage income	$	69		$	72		$	90		$	106		$	90		$	(3	)	-4.2	%	$	(21	)	-23.3	%
Mortgage production	$	1,921		$	1,819		$	2,124		$	2,226		$	2,066		$	102		5.6	%	$	(145	)	-7.0	%

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

> Income related to service charges on deposit accounts decreased $5 million or 2.1% quarter over quarter resulting from a $12 million increase in reserves for customer refunds stemming from a change in the NSF policy implemented in the second quarter 2012.

Page 9

Regions Financial Corporation and Subsidiaries

Financial Supplement to Second Quarter 2013 Earnings Release

Non-Interest Expense

	Quarter Ended
																2Q13					2Q13
($ amounts in millions)	6/30/13			3/31/13			12/31/12			9/30/12			6/30/12			vs. 1Q13					vs. 2Q12
Salaries and employee benefits	$	452		$	447		$	438		$	449		$	434		$	5		1.1	%	$	18		4.1	%
Net occupancy expense		92			90			97			99			92			2		2.2	%		—		NM
Furniture and equipment expense		69			69			65			65			67			—		NM			2		3.0	%
Professional and legal expenses		21			31			15			36			36			(10	)	-32.3	%		(15	)	-41.7	%
Amortization of core deposit intangible		7			7			20			20			21			—		NM			(14	)	-66.7	%
Credit/checkcard expenses		10			9			10			15			19			1		11.1	%		(9	)	-47.4	%
Deposit administrative fee		37			33			34			37			44			4		12.1	%		(7	)	-15.9	%
Marketing		24			23			23			27			20			1		4.3	%		4		20.0	%
Loss on early extinguishment of debt		56			—			11			—			—			56		NM			56		NM
REIT investment early termination costs		—			—			42			—			—			—		NM			—		NM
Gain on loans held for sale, net		(11	)		(6	)		(10	)		(17	)		(26	)		(5	)	83.3	%		15		-57.7	%
Provision (credit) for unfunded credit commitments		(15	)		5			7			(15	)		—			(20	)	-400.0	%		(15	)	NM
Outside services		26			22			23			23			18			4		18.2	%		8		44.4	%
Other		116			112			127			130			117			4		3.6	%		(1	)	-0.9	%
Total non-interest expense from continuing operations	$	884		$	842		$	902		$	869		$	842		$	42		5.0	%	$	42		5.0	%

• Salaries and Benefit related expenses increased by $5 million or 1.1% quarter over quarter primarily driven by headcount increases in revenue generating positions as well as merit and incentive compensation increases. The $18 million or 4.1% year over year increase is attributable to the increase in headcount as well as merit.

• Professional and Legal expenses decreased by $10 million or 32.3% linked quarter driven by favorable settlements resulting in reversals of legal accruals established in prior quarters.

• Expenses associated with the amortization of core deposit intangibles decreased $14 million or 66.7% year over year due to a change in estimated life at year-end 2012.

• The Company incurred $56 million in losses related to the early extinguishment of debt in the second quarter. The loss related to the purchase of certain senior debt securities and preferred stock as well as the redemption of select trust preferred securities. Approximately $24 million of the $56 million loss is non-deductible for tax purposes.

• Provision expense related to unfunded commitments decreased by $20 million linked quarter due to a large credit that funded and subsequently resolved during the quarter.

Page 10

Regions Financial Corporation and Subsidiaries

Financial Supplement to Second Quarter 2013 Earnings Release

Credit Quality

	As of and for Quarter Ended
($ amounts in millions)	6/30/13			3/31/13			12/31/12			9/30/12			6/30/12
Allowance for credit losses (ACL)	$	1,709		$	1,837		$	2,002		$	2,138		$	2,382
Provision for loan losses		31			10			37			33			26
Provision (credit) for unfunded credit losses		(15	)		5			7			(15	)		—
Net loans charged-off:
Commercial and industrial		30			58			17			31			33
Commercial real estate mortgage—owner-occupied		28			25			44			42			45
Commercial real estate construction—owner-occupied		—			(1	)		1			1			4
Total commercial		58			82			62			74			82
Commercial investor real estate mortgage		16			14			21			64			41
Commercial investor real estate construction		(2	)		—			1			6			11
Total investor real estate		14			14			22			70			52
Residential first mortgage		18			22			26			35			42
Home equity—first lien		7			10			12			14			17
Home equity—second lien		22			27			31			38			47
Indirect		4			6			5			4			2
Consumer credit card		11			9			8			12			11
Other consumer		10			10			14			15			12
Total consumer		72			84			96			118			131
Total	$	144		$	180		$	180		$	262		$	265
Net loan charge-offs as a % of average loans, annualized:
Commercial and industrial		0.43	%		0.87	%		0.27	%		0.47	%		0.51	%
Commercial real estate mortgage—owner-occupied		1.17	%		1.01	%		1.72	%		1.58	%		1.68	%
Commercial real estate construction—owner-occupied		-0.83	%		-1.31	%		1.28	%		2.06	%		5.59	%
Total commercial		0.61	%		0.89	%		0.68	%		0.80	%		0.89	%
Commercial investor real estate mortgage		1.02	%		0.88	%		1.15	%		3.03	%		1.86	%
Commercial investor real estate construction		-0.54	%		0.01	%		0.63	%		3.03	%		4.56	%
Total investor real estate		0.79	%		0.77	%		1.09	%		3.03	%		2.11	%
Residential first mortgage		0.56	%		0.68	%		0.76	%		1.06	%		1.27	%
Home equity—first lien		0.47	%		0.72	%		0.91	%		0.97	%		1.18	%
Home equity—second lien		1.53	%		1.82	%		1.96	%		2.31	%		2.79	%
Indirect		0.56	%		1.03	%		0.86	%		0.65	%		0.52	%
Consumer credit card		4.95	%		4.20	%		3.32	%		5.37	%		4.95	%
Other consumer		3.66	%		3.44	%		4.51	%		4.99	%		4.07	%
Total consumer		0.99	%		1.17	%		1.28	%		1.57	%		1.77	%
Total		0.77	%		0.99	%		0.96	%		1.38	%		1.39	%
Non-accrual loans, excluding loans held for sale	$	1,506		$	1,586		$	1,681		$	1,884		$	1,915
Non-performing loans held for sale		53			66			89			134			202
Non-accrual loans, including loans held for sale		1,559			1,652			1,770			2,018			2,117
Foreclosed properties		136			136			149			197			214
Non-performing assets (NPAs)	$	1,695		$	1,788		$	1,919		$	2,215		$	2,331
Loans past due > 90 days (1)	$	319		$	344		$	363		$	334		$	345
Accruing restructured loans not included in categories above (2)	$	2,591		$	2,717		$	2,789		$	2,916		$	2,966
Credit Ratios:
ACL/Loans, net		2.28	%		2.48	%		2.71	%		2.84	%		3.13	%
ALL/Loans, net		2.18	%		2.37	%		2.59	%		2.74	%		3.01	%
Allowance for loan losses to non-performing loans, excluding loans held for sale		1.09	x		1.10	x		1.14	x		1.09	x		1.20	x
Non-accrual loans, excluding loans held for sale/Loans, net		2.01	%		2.15	%		2.27	%		2.50	%		2.51	%
NPAs (ex. 90+ past due)/Loans, foreclosed properties and non-performing loans held for sale		2.25	%		2.41	%		2.59	%		2.93	%		3.04	%
NPAs (inc. 90+ past due)/Loans, foreclosed properties and non-performing loans held for sale (1)		2.68	%		2.88	%		3.07	%		3.37	%		3.49	%

Allowance for Credit Losses

	Quarter Ended
($ amounts in millions)	6/30/13		3/31/13		12/31/12		9/30/12		6/30/12
Components:
Allowance for loan losses	$	1,636	$	1,749	$	1,919	$	2,062	$	2,291
Reserve for unfunded credit commitments		73		88		83		76		91
Allowance for credit losses	$	1,709	$	1,837	$	2,002	$	2,138	$	2,382

(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.

Page 11

Regions Financial Corporation and Subsidiaries

Financial Supplement to Second Quarter 2013 Earnings Release

Gross and Net NPL Migration

	Quarter Ended
($ in millions)	6/30/13			3/31/13			12/31/12			9/30/12			6/30/12
Beginning Non-Performing Loans (1)	$	1,586		$	1,681		$	1,884		$	1,915		$	2,151
Additions (2):
Land/Single Family/Condo Investor Real Estate		7			8			21			24			45
Income Producing IRE		27			68			85			118			69
Total Investor Real Estate		34			76			106			142			114
Commercial		182			62			104			120			83
Business and Community		129			144			158			190			134
Consumer		(17	)		(5	)		(18	)		11			(16	)
Total Gross NPL Additions		328			277			350			463			315
Resolutions (3)		(255	)		(203	)		(340	)		(217	)		(265	)
Charge-Offs (4)		(95	)		(120	)		(122	)		(159	)		(164	)
Net Additions (Reductions)		(22	)		(46	)		(112	)		87			(114	)
Non-Accrual Loan Sales		(7	)		(5	)		(20	)		(8	)		(24	)
Transfer to HFS		(38	)		(31	)		(51	)		(81	)		(77	)
Transfer to OREO		(13	)		(13	)		(20	)		(29	)		(21	)
Ending Non-Performing Loans (1)	$	1,506		$	1,586		$	1,681		$	1,884		$	1,915

⁽¹⁾  Does not include Loans Held for Sale

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

⁽³⁾ Includes payments and returned to accruals

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

Foreclosed Properties

	Quarter Ended
($ in millions)	6/30/13			3/31/13			12/31/12			9/30/12			6/30/12
Beginning Foreclosed Properties	$	136		$	149		$	197		$	214		$	241
Transfers in		65			60			50			70			80
Sales		(55	)		(59	)		(86	)		(68	)		(87	)
Writedowns / Other Activity		(10	)		(14	)		(12	)		(19	)		(20	)
Ending Foreclosed Properties	$	136		$	136		$	149		$	197		$	214

Non-Performing Loans Held for Sale

	Quarter Ended
($ in millions)	6/30/13			3/31/13			12/31/12			9/30/12			6/30/12
Beginning Non-Performing Loans Held for Sale	$	66		$	89		$	134		$	202		$	249
Transfers in		38			31			51			81			77
Sales		(34	)		(36	)		(84	)		(138	)		(103	)
Writedowns		—			(1	)		—			(1	)		(6	)
Loan moved from HFS / Other Activity		(14	)		(11	)		(10	)		(7	)		(4	)
Transfers to OREO		(3	)		(6	)		(2	)		(3	)		(11	)
Ending Non-Performing Loans Held for Sale	$	53		$	66		$	89		$	134		$	202

Composition of Non-Performing Loans Held for Sale

Timing of Transfer to HFS	Percent
2Q13		71.9	%
1Q13		3.8	%
2012		13.8	%
2011		10.5	%
Total		100.0	%

Page 12

Regions Financial Corporation and Subsidiaries

Financial Supplement to Second Quarter 2013 Earnings Release

Non-Accrual Loans (excludes loans held for sale)

	Quarter Ended
($ millions)	6/30/13				3/31/13				12/31/12				9/30/12				6/30/12
Commercial and Industrial	$	408	1.41	%	$	355	1.29	%	$	409	1.53	%	$	393	1.49	%	$	366	1.41	%
Commercial Real Estate Mortgage—OO		398	4.08	%		420	4.28	%		439	4.35	%		504	4.88	%		504	4.75	%
Commercial Real Estate Construction—OO		15	4.38	%		12	3.70	%		14	4.57	%		15	5.30	%		20	7.61	%
Total Commercial		821	2.10	%		787	2.08	%		862	2.33	%		912	2.47	%		890	2.41	%
Commercial Investor Real Estate Mortgage		352	6.07	%		451	7.12	%		457	6.74	%		560	7.12	%		599	6.97	%
Commercial Investor Real Estate Construction		16	1.30	%		13	1.32	%		20	2.21	%		52	6.15	%		74	8.73	%
Total Investor Real Estate		368	5.25	%		464	6.34	%		477	6.17	%		612	7.03	%		673	7.12	%
Residential First Mortgage		186	1.44	%		201	1.56	%		214	1.65	%		224	1.69	%		229	1.71	%
Home Equity		130	1.14	%		133	1.15	%		128	1.08	%		136	1.12	%		123	1.00	%
Direct		—	0.06	%		—	0.06	%		—	0.00	%		—	0.00	%		—	0.00	%
Indirect		1	0.03	%		1	0.03	%		—	0.00	%		—	0.00	%		—	0.00	%
Consumer Credit Card		—	0.00	%		—	0.00	%		—	0.00	%		—	0.00	%		—	0.00	%
Other Consumer		—	0.00	%		—	0.00	%		—	0.00	%		—	0.00	%		—	0.00	%
Total Consumer		317	1.09	%		335	1.16	%		342	1.17	%		360	1.22	%		352	1.18	%
Total Non-Accrual Loans	$	1,506	2.01	%	$	1,586	2.15	%	$	1,681	2.27	%	$	1,884	2.50	%	$	1,915	2.51	%

OO = Owner Occupied

Criticized and Classified Loans—Commercial and Investor Real Estate

	Quarter Ended
											6/30/13					6/30/13
($ millions)	6/30/13		3/31/13		12/31/12		9/30/12		6/30/12		vs. 3/31/13					vs. 6/30/12
Special Mention	$	1,142	$	1,136	$	1,336	$	1,707	$	1,548	$	6		0.5	%	$	(406	)	-26.2	%
Classified Loans		2,776		2,964		3,156		3,424		3,888	$	(188	)	-6.3	%	$	(1,112	)	-28.6	%
Total Commercial and Investor Real Estate	$	3,918	$	4,100	$	4,492	$	5,131	$	5,436	$	(182	)	-4.4	%	$	(1,518	)	-27.9	%

Residential Lending Net Charge-off Analysis

	Quarter Ended
	6/30/13															3/31/13
	First Liens									Junior Liens			Total(1)			First Liens									Junior Liens			Total(1)
	Residential			Home						Home						Residential			Home						Home
($ in millions)	Mortgage			Equity			Total			Equity						Mortgage			Equity			Total			Equity
Florida
Net Charge-off %*		0.88	%		0.83	%		0.86	%		2.52	%		1.29	%		1.06	%		1.13	%		1.08	%		2.87	%		1.55	%
$ Losses	$	10.4		$	3.8		$	14.2		$	14.5		$	28.7		$	12.7		$	5.2		$	17.9		$	16.9		$	34.8
Balance	$	4,737.6		$	1,833.0		$	6,570.5		$	2,276.7		$	8,847.2		$	4,840.4		$	1,844.2		$	6,684.6		$	2,354.7		$	9,039.3
Original LTV		72.9	%		65.1	%					75.6	%					73.0	%		65.1	%					75.6	%
All Other States
Net Charge-off %*		0.38	%		0.30	%		0.35	%		0.87	%		0.47	%		0.45	%		0.56	%		0.48	%		1.14	%		0.64	%
$ Losses	$	7.6		$	2.9		$	10.5		$	7.5		$	18.1		$	8.8		$	5.2		$	14.0		$	10.2		$	24.3
Balance	$	8,101.4		$	3,892.4		$	11,993.8		$	3,407.8		$	15,401.5		$	8,034.1		$	3,781.2		$	11,815.4		$	3,566.1		$	15,381.4
Original LTV		74.5	%		65.0	%					79.1	%					74.5	%		65.5	%					79.1	%
Totals
Net Charge-off %*		0.56	%		0.47	%		0.54	%		1.53	%		0.77	%		0.68	%		0.75	%		0.70	%		1.83	%		0.97	%
$ Losses	$	18.0		$	6.7		$	24.8		$	22.0		$	46.8		$	21.5		$	10.4		$	31.9		$	27.1		$	59.0
Balance	$	12,838.9		$	5,725.4		$	18,564.3		$	5,684.4		$	24,248.8		$	12,874.6		$	5,625.4		$	18,500.0		$	5,920.8		$	24,420.8
Original LTV		73.9	%		65.0	%					77.6	%					74.0	%		65.3	%					77.7	%

(1) Total line item includes first liens on residential first mortgage and home equity, as well as junior liens on home equity

* 20% Florida junior lien concentration driving residential

* Junior lien, Florida net charge-offs represent 50% of 2Q13 Home Equity net charge-offs but just 20% of Home Equity outstanding balances

* Net Home Equity charge-offs in Florida more than 2.5 times non-Florida net charge-off rate

* Home Equity origination quality solid with an average FICO of 777 and an average LTV of 59%; Property value declines driving losses

Page 13

Regions Financial Corporation and Subsidiaries

Financial Supplement to Second Quarter 2013 Earnings Release

Early and Late Stage Delinquencies

Accruing 30-89 Days Past Due Loans

	Quarter Ended
($ millions)	6/30/13				3/31/13				12/31/12				9/30/12				6/30/12
Commercial and Industrial	$	36	0.12	%	$	54	0.20	%	$	50	0.19	%	$	88	0.33	%	$	64	0.25	%
Commercial Real Estate Mortgage—OO		52	0.54	%		49	0.50	%		77	0.76	%		69	0.67	%		90	0.85	%
Commercial Real Estate Construction—OO		1	0.25	%		2	0.62	%		—	0.10	%		2	0.82	%		2	0.47	%
Total Commercial		89	0.23	%		105	0.28	%		127	0.34	%		159	0.43	%		156	0.42	%
Commercial Investor Real Estate Mortgage		60	1.04	%		72	1.13	%		80	1.18	%		80	1.01	%		103	1.20	%
Commercial Investor Real Estate Construction		3	0.21	%		7	0.73	%		2	0.17	%		40	4.73	%		3	0.36	%
Total Investor Real Estate		63	0.90	%		79	1.08	%		82	1.06	%		120	1.37	%		106	1.12	%
Residential First Mortgage—Non-Guaranteed (1)(3)		183	1.47	%		207	1.65	%		219	1.73	%		236	1.83	%		206	1.57	%
Home Equity		133	1.16	%		127	1.10	%		153	1.30	%		155	1.30	%		153	1.25	%
Direct		9	1.16	%		9	1.12	%		13	1.52	%		13	1.48	%		11	1.31	%
Indirect		38	1.39	%		31	1.26	%		40	1.74	%		36	1.61	%		27	1.33	%
Consumer Credit Card		10	1.18	%		9	1.11	%		14	1.56	%		14	1.64	%		12	1.28	%
Other Consumer		12	3.53	%		9	2.59	%		11	2.95	%		12	3.48	%		12	3.47	%
Total Consumer (1)(3)		385	1.35	%		392	1.37	%		450	1.56	%		466	1.60	%		421	1.42	%
Total Accruing 30-89 Days Past Due Loans (1)(3)	$	537	0.72	%	$	576	0.78	%	$	659	0.89	%	$	745	0.99	%	$	683	0.90	%
Accruing 90+ Days Past Due Loans
	Quarter Ended
($ millions)	6/30/13				3/31/13				12/31/12				9/30/12				6/30/12
Commercial & Industrial	$	8	0.03	%	$	8	0.03	%	$	19	0.07	%	$	6	0.02	%	$	5	0.02	%
Commercial Real Estate Mortgage—OO		16	0.16	%		9	0.09	%		6	0.06	%		8	0.07	%		9	0.08	%
Commercial Real Estate Construction—OO		—	0.00	%		—	0.02	%		—	0.03	%		—	0.14	%		—	0.16	%
Total Commercial		24	0.06	%		17	0.05	%		25	0.07	%		14	0.04	%		14	0.04	%
Commercial Investor Real Estate Mortgage		24	0.41	%		25	0.39	%		11	0.16	%		7	0.10	%		16	0.19	%
Commercial Investor Real Estate Construction		—	0.03	%		0	0.02	%		0	0.05	%		1	0.08	%		—	0.00	%
Total Investor Real Estate		24	0.34	%		25	0.34	%		11	0.15	%		8	0.09	%		16	0.17	%
Residential First Mortgage—Non-Guaranteed (2)(3)		178	1.42	%		203	1.62	%		220	1.73	%		226	1.73	%		223	1.67	%
Home Equity		75	0.66	%		79	0.68	%		87	0.74	%		69	0.57	%		74	0.60	%
Direct		1	0.15	%		1	0.15	%		1	0.16	%		1	0.16	%		1	0.14	%
Indirect		3	0.13	%		3	0.13	%		3	0.12	%		2	0.10	%		2	0.11	%
Consumer Credit Card		11	1.27	%		14	1.60	%		14	1.56	%		12	1.26	%		13	1.38	%
Other Consumer		3	0.63	%		2	0.73	%		2	0.51	%		2	0.54	%		2	0.62	%
Total Consumer (2)(3)		271	0.95	%		302	1.06	%		327	1.13	%		312	1.07	%		315	1.06	%
Total Accruing 90+ Days Past Due Loans (2)(3)	$	319	0.43	%	$	344	0.47	%	$	363	0.49	%	$	334	0.45	%	$	345	0.45	%

OO = Owner Occupied

(1) Excludes loans that are 100% guaranteed by FHA and also those 100% guaranteed by GNMA where Regions has the right but not the obligation to repurchase. Total 30-89 days past due guaranteed loans excluded were $20 million at 6/30/13, $17 million at 3/31/13, $16 million at 12/31/12, $18 million at 9/30/12, and $15 million at 6/30/12.

(2) Excludes loans that are 100% guaranteed by FHA and also those 100% guaranteed by GNMA where Regions has the right but not the obligation to repurchase. Total 90 days or more past due guaranteed loans excluded were $96 million at 6/30/13, $98 million at 3/31/13, $87 million at 12/31/12, $71 million at 9/30/12, and $58 million at 6/30/12.

(3) Regions began excluding 100% guaranteed residential first mortgages from all past due metrics as of 3/31/13. All prior periods presented have been restated to conform to this presentation.

Page 14

Regions Financial Corporation and Subsidiaries

Financial Supplement to Second Quarter 2013 Earnings Release

Troubled Debt Restructurings

	Quarter Ended
(in millions)	6/30/13		3/31/13		12/31/12		9/30/12		6/30/12
Current:
Commercial	$	426	$	486	$	462	$	495	$	450
Investor Real Estate		721		763		844		911		991
Residential First Mortgage		898		891		867		847		845
Home Equity		343		354		356		372		381
Consumer Credit Card		1		1		—		—		—
Other Consumer		31		34		37		41		45
Total Current	$	2,420	$	2,529	$	2,566	$	2,666	$	2,712
Accruing 30-89 DPD:
Commercial	$	18	$	25	$	38	$	51	$	71
Investor Real Estate		26		27		29		44		34
Residential First Mortgage		91		105		117		118		113
Home Equity		33		28		35		33		32
Consumer Credit Card		—		—		—		—		—
Other Consumer		3		3		4		4		4
Total Accruing 30-89 DPD	$	171	$	188	$	223	$	250	$	254
Total Accruing and <90 DPD	$	2,591	$	2,717	$	2,789	$	2,916	$	2,966
Non-accrual or 90+ DPD:
Commercial	$	302	$	289	$	291	$	308	$	315
Investor Real Estate		208		278		251		368		474
Residential First Mortgage		177		191		201		209		198
Home Equity		31		34		37		33		30
Consumer Credit Card		—		—		—		—		—
Other Consumer		—		—		—		—		1
Total Non-accrual or 90+DPD	$	718	$	792	$	780	$	918	$	1,018
Total TDRs	$	3,309	$	3,509	$	3,569	$	3,834	$	3,984

Page 15

Regions Financial Corporation and Subsidiaries

Financial Supplement to Second Quarter 2013 Earnings Release

Reconciliation to GAAP Financial Measures—Continuing Operations

Efficiency Ratios and 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 (GAAP). Adjustments are made to arrive at adjusted total revenue (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)		6/30/13			3/31/13			12/31/12			9/30/12			6/30/12			2Q13 vs. 1Q13					2Q13 vs. 2Q12
Continuing Operations
Non-interest expense (GAAP)		$	884		$	842		$	902		$	869		$	842		$	42		5.0	%	$	42		5.0	%
Adjustments:
REIT investment early termination costs			—			—			(42	)		—			—			—		NM			—		NM
Loss on early extinguishment of debt			(56	)		—			(11	)		—			—			(56	)	NM			(56	)	NM
Securities impairment, net			—			—			—			—			(2	)		—		NM			2		-100.0	%
Adjusted non-interest expense (non-GAAP)	A	$	828		$	842		$	849		$	869		$	840		$	(14	)	-1.7	%	$	(12	)	-1.4	%
Net interest income (GAAP)		$	808		$	798		$	818		$	817		$	838		$	10		1.3	%	$	(30	)	-3.6	%
Taxable-equivalent adjustment			13			13			13			13			12			—		NM			1		8.3	%
Net interest income, taxable-equivalent basis			821			811			831			830			850			10		1.2	%		(29	)	-3.4	%
Non-interest income (GAAP)			497			501			536			533			507			(4	)	-0.8	%		(10	)	-2.0	%
Adjustments:
Securities gains, net			(8	)		(15	)		(12	)		(12	)		(12	)		7		-46.7	%		4		-33.3	%
Leveraged lease termination gains, net			—			—			—			—			(7	)		—		NM			7		-100.0	%
Adjusted non-interest income (non-GAAP)	B		489			486			524			521			488			3		0.6	%		1		0.2	%
Adjusted total revenue (non-GAAP)	C	$	1,310		$	1,297		$	1,355		$	1,351		$	1,338		$	13		1.0	%	$	(28	)	-2.1	%
Adjusted efficiency ratio (non-GAAP)	A/C		63.1	%		64.9	%		62.7	%		64.3	%		62.8	%
Adjusted fee income ratio (non-GAAP)	B/C		37.3	%		37.5	%		38.7	%		38.6	%		36.5	%

Page 16

Regions Financial Corporation and Subsidiaries

Financial Supplement to Second Quarter 2013 Earnings Release

Reconciliation to GAAP Financial Measures

Return Ratios, Tangible Common Ratios, Capital

The following tables provide calculations of “return on average assets from continuing operations”, “return on average tangible common stockholders’ equity”, end of period “tangible common stockholders’ equity” ratios and a reconciliation of stockholders’ equity (GAAP) to tangible common stockholders’ equity (non-GAAP), Tier 1 capital (regulatory) and “Tier 1 common equity” (non-GAAP). Tangible common stockholders’ equity ratios have become a focus of some investors and management believes they may assist investors in analyzing the capital position of the Company absent the effects of intangible assets and preferred stock. Traditionally, the Federal Reserve and other banking regulatory bodies have assessed a bank’s capital adequacy based on Tier 1 capital, the calculation of which is 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.

		As of and for Quarter Ended
($ amounts in millions, except per share data)		6/30/13			3/31/13			12/31/12			9/30/12			6/30/12
Net income available to common shareholders (GAAP)	D	$	259		$	327		$	261		$	301		$	284
REIT investment early termination costs, net of tax(1)			—			—			38			—			—
Adjusted income available to common shareholders (non-GAAP)	E	$	259		$	327		$	299		$	301		$	284
Net income available to common shareholders (GAAP)	D	$	259		$	327		$	261		$	301		$	284
Income (loss) from discontinued operations, net of tax (GAAP)			(1	)		2			(12	)		(11	)		4
Income from continuing operations available to common shareholders (GAAP)	F		260			325			273			312			280
REIT investment early termination costs, net of tax from continuing operations (1)			—			—			38			—			—
Adjusted income from continuing operations available to common shareholders (non-GAAP)	G	$	260		$	325		$	311		$	312		$	280
RETURN ON AVERAGE ASSETS FROM CONTINUING OPERATIONS
Average assets (GAAP)—continuing operations	H	$	118,248		$	119,123		$	121,036		$	121,531		$	122,426
Return on average assets from continuing operations (GAAP)(2)	F/H		0.88	%		1.11	%		0.90	%		1.02	%		0.92	%
Adjusted return on average assets from continuing operations (non-GAAP)(2)	G/H		0.88	%		1.11	%		1.02	%		1.02	%		0.92	%
RETURN ON AVERAGE TANGIBLE COMMON STOCKHOLDERS’ EQUITY
Average stockholders’ equity (GAAP)		$	15,644		$	15,552		$	15,265		$	14,663		$	14,347
Less: Average intangible assets (GAAP)			5,141			5,154			5,170			5,195			5,221
Average deferred tax liability related to intangibles (GAAP)			(188	)		(190	)		(193	)		(198	)		(198	)
Average preferred equity (GAAP)			468			476			321			—			113
Average tangible common stockholders’ equity (non-GAAP)	I	$	10,223		$	10,112		$	9,967		$	9,666		$	9,211
Return on average tangible common stockholders’ equity (non-GAAP)(2)	D/I		10.15	%		13.12	%		10.42	%		12.39	%		12.40	%
Adjusted return on average tangible common stockholders’ equity (non-GAAP)(2)	E/I		10.15	%		13.12	%		11.93	%		12.39	%		12.40	%
TANGIBLE COMMON RATIOS—CONSOLIDATED
Stockholders’ equity (GAAP)		$	15,329			15,740		$	15,499		$	14,901		$	14,455
Less: Preferred equity (GAAP)			466			474			482			—			—
Intangible assets (GAAP)			5,134			5,147			5,161			5,181			5,207
Deferred tax liability related to intangibles (GAAP)			(187	)		(189	)		(191	)		(195	)		(201	)
Tangible common stockholders’ equity (non-GAAP)	J	$	9,916		$	10,308		$	10,047		$	9,915		$	9,449
Total assets (GAAP)		$	118,707		$	119,718		$	121,347		$	121,798		$	122,345
Less: Intangible assets (GAAP)			5,134			5,147			5,161			5,181			5,207
Deferred tax liability related to intangibles (GAAP)			(187	)		(189	)		(191	)		(195	)		(201	)
Tangible assets (non-GAAP)	K	$	113,760		$	114,760		$	116,377		$	116,812		$	117,339
Shares outstanding—end of quarter	L		1,395			1,413			1,413			1,413			1,413
Tangible common stockholders’ equity to tangible assets (non-GAAP)	J/K		8.72	%		8.98	%		8.63	%		8.49	%		8.04	%
Tangible common book value per share (non-GAAP)	J/L	$	7.11		$	7.29		$	7.11		$	7.02		$	6.69
TIER 1 COMMON RISK-BASED RATIO(3) —CONSOLIDATED
Stockholders’ equity (GAAP)		$	15,329		$	15,740		$	15,499		$	14,901		$	14,455
Accumulated other comprehensive (income) loss			478			12			(65	)		(202	)		(54	)
Non-qualifying goodwill and intangibles			(4,813	)		(4,819	)		(4,826	)		(4,836	)		(4,852	)
Disallowed deferred tax assets			—			—			(35	)		(238	)		(336	)
Disallowed servicing assets			(30	)		(37	)		(33	)		(33	)		(33	)
Qualifying non-controlling interests			—			93			93			93			92
Qualifying trust preferred securities			3			501			501			846			846
Tier 1 capital (regulatory)		$	10,967		$	11,490		$	11,134		$	10,531		$	10,118
Qualifying non-controlling interests			—			(93	)		(93	)		(93	)		(92	)
Qualifying trust preferred securities			(3	)		(501	)		(501	)		(846	)		(846	)
Preferred stock			(466	)		(474	)		(482	)		—			—
Tier 1 common equity (non-GAAP)	M	$	10,498		$	10,422		$	10,058		$	9,592		$	9,180
Risk-weighted assets (regulatory)	N		93,747			92,787			92,811			91,723			91,779
Tier 1 common risk-based ratio (non-GAAP)	M/N		11.2	%		11.2	%		10.8	%		10.5	%		10.0	%

(1) In the fourth quarter of 2012, Regions entered into an agreement with a third party investor in Regions Asset Management Company, Inc., pursuant to which the investment was fully redeemed. This resulted in extinguishing a $203 million liability, including accrued, unpaid interest, as well as incurring early termination costs of approximately $42 million on a pre-tax basis ($38 million after tax).

(2) Annualized

(3) Current quarter amount and the resulting ratio are estimated

Page 17

Regions Financial Corporation and Subsidiaries

Financial Supplement to Second Quarter 2013 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 being sold are reported as discontinued operations. The following table represents the unaudited condensed results of operations for discontinued operations.

	Quarter Ended
($ amounts in millions)	6/30/13			3/31/13			12/31/12			9/30/12			6/30/12
Non-interest income:
Gain on sale	$	—		$	—		$	3		$	1		$	15
Other		—			—			5			—			—
Total non-interest income		—			—			8			1			15
Non-interest expense:
Professional and legal fees		1			(5	)		27			19			10
Other		1			1			—			1			1
Total non-interest expense		2			(4	)		27			20			11
Income (loss) from discontinued operations before income tax		(2	)		4			(19	)		(19	)		4
Income tax expense (benefit)		(1	)		2			(7	)		(8	)		—
Income (loss) from discontinued operations, net of tax	$	(1	)	$	2		$	(12	)	$	(11	)	$	4
Weighted-average shares outstanding—during quarter (1):
Basic		1,401			1,413			1,413			1,414			1,414
Diluted		1,401			1,423			1,413			1,414			1,418
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, basic and diluted weighted-average common shares outstanding are the same.

Page 18

Regions Financial Corporation and Subsidiaries

Financial Supplement to Second Quarter 2013 Earnings Release

Forward-Looking Statements

This presentation may include forward-looking statements which reflect Regions’ current views with respect to future events and financial performance. The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a “safe harbor” for forward-looking statements which are identified as such and are accompanied by the identification of important factors that could cause actual results to differ materially from the forward-looking statements. For these statements, we, together with our subsidiaries, unless the context implies otherwise, claim the protection afforded by the safe harbor in the Act. Forward-looking statements are not based on historical information, but rather are related to future operations, strategies, financial results or other developments. Forward-looking statements are based on management’s expectations as well as certain assumptions and estimates made by, and information available to, management at the time the statements are made. Those statements are based on general assumptions and are subject to various risks, uncertainties and other factors that may cause actual results to differ materially from the views, beliefs and projections expressed in such statements. These risks, uncertainties and other factors include, but are not limited to, those described below:

› The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) became law in July 2010, and a number of legislative, regulatory and tax proposals remain pending. All of the foregoing may have significant effects on Regions and the financial services industry, the exact nature and extent of which cannot be determined at this time.

›Possible additional loan losses, impairment of goodwill and other intangibles, and adjustment of valuation allowances on deferred tax assets and the impact on earnings and capital.

›Possible changes in interest rates may increase funding costs and reduce earning asset yields, thus reducing margins. Increases in benchmark interest rates could also increase debt service requirements for customers whose terms include a variable interest rate, which may negatively impact the ability of borrowers to pay as contractually obligated.

›Possible adverse changes in general economic and business conditions in the United States in general and in the communities Regions serves in particular.

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

›Possible changes in trade, monetary and fiscal policies, laws and regulations and other activities of governments, agencies, and similar organizations, may have an adverse effect on business.

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

›Regions’ ability 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, is subject to the review of such proposed actions by the Federal Reserve as part of Regions’ comprehensive capital plan for the applicable period in connection with the regulators’ Comprehensive Capital Analysis and Review (CCAR) process and to the acceptance of such capital plan and non-objection to such capital actions by the Federal Reserve.

›Possible stresses in the financial and real estate markets, including possible deterioration in property values.

›Regions’ ability to manage fluctuations in the value of assets and liabilities and off-balance sheet exposure so as to maintain sufficient capital and liquidity to support Regions’ business.

›Regions’ ability to expand into new markets and to maintain profit margins in the face of competitive pressures.

›Regions’ ability to develop competitive new products and services in a timely manner and the acceptance of such products and services by Regions’ customers and potential customers.

›Cyber-security risks, including “denial of service,” “hacking” and “identity theft,” that could adversely affect our business and financial performance, or our reputation.

›Regions’ ability to keep pace with technological changes.

›Regions’ ability to effectively identify and manage credit risk, interest rate risk, market risk, operational risk, legal risk, liquidity risk, reputational risk, counterparty risk, international risk, regulatory risk, and compliance risk.

›Regions’ ability to ensure adequate capitalization which is impacted by inherent uncertainties in forecasting credit losses.

›The cost and other effects of material contingencies, including litigation contingencies, and any adverse judicial, administrative or arbitral rulings or proceedings.

›The effects of increased competition from both banks and non-banks.

›The effects of geopolitical instability and risks such as terrorist attacks.

›Regions’ ability to identify and address data security breaches.

›Possible changes in consumer and business spending and saving habits could affect Regions’ ability to increase assets and to attract deposits.

›The effects of weather and natural disasters such as floods, droughts, wind, tornados and hurricanes, and the effects of man-made disasters.

›Possible downgrades in ratings issued by rating agencies.

›Possible changes in the speed of loan prepayments by Regions’ customers and loan origination or sales volumes.

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

›The effects of problems encountered by larger or similar financial institutions that adversely affect Regions or the banking industry generally.

›Regions’ ability to receive dividends from its subsidiaries.

›The effects of the failure of any component of Regions’ business infrastructure which is provided by a third party.

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

›The effects of any damage to Regions’ reputation resulting from developments related to any of the items identified above.

The foregoing list of factors is not exhaustive. For discussion of these and other factors that may cause actual results to differ from expectations, look under the captions “Forward-Looking Statements” and “Risk Factors” of Regions’ Annual Report on Form 10-K for the year ended December 31, 2012 and the “Foward-Looking Statements” section of Regions’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, as filed with the Securities and Exchange Commission.

The words “believe,” “expect,” “anticipate,” “project,” and similar expressions often signify forward-looking statements. You should not place undue reliance on any forward-looking statements, which speak only as of the date made. We assume no obligation to update or revise any forward-looking statements that are made from time to time.

Regions’ Investor Relations contact is List Underwood at (205) 801-0265; Regions’ Media contact is Tim Deighton at (205) 264-4551

Page 19

EX-99.3

Regions Financial

2nd Quarter 2013 Earnings

Conference Call

July 23, 2013

Exhibit 99.3

2

Continued momentum

2Q13 Highlights

“By continuing to execute on our business

priorities, our company is well-positioned to

capitalize on opportunities.”

•

Loan balances grew $1.1B; almost

70% of markets experienced

growth

•

Expanded customer base and grew

core checking accounts

•

Invested in improved technology

and experienced bankers

•

Disciplined expense management

continued

•

Executed capital plan to reduce

future funding costs

Net Interest Income

$808

Non-Interest Revenue

$497

Non-Interest Expense

$884

Net Income

(1)

$259

Diluted EPS

$0.18

Adjusted Pre-Tax Pre-

Provision Income

(2)

$469

(1)

Available to common shareholders

(2)

Non-GAAP, see appendix for GAAP to Non-GAAP reconciliation

($ in millions, except per share data)

3

Loan balances increased

Commercial and Industrial Loan Balances

(1)

Total Loan Balances

(1)

(1)

Ending balances

•

Total loan balances grew $1.1 billion

linked quarter

•

Commercial and industrial loans

increased 5% linked quarter

•

Experienced more modest pace of

decline in investor real estate

portfolio

•

Indirect auto production up 21%

linked quarter as dealer network

expands

•

Credit card balances were up as the

number of card holders increased

over 2%

•

Continue to project loan growth in

the low single-digits for 2013

4

Improved funding mix continues to drive

decline in deposit costs

•

Average low-cost deposits grew

$230 million linked quarter

•

Positive re-pricing and mix shift led

to deposit costs declining to 15 bps,

down 3 bps for the quarter

•

Time deposits fell to 12% of total

deposits

•

Additional $3.6 billion dollars of

CDs maturing in the second half of

2013 at an average rate of 43 basis

points

Deposit Balances

(1)

and Deposit Costs

(1)

Average balances

5

Net interest income increased and net

interest margin expanded

•

Net interest income was up 1%

linked quarter, driven by an

additional day in the quarter,

incremental loan growth, continued

declines in deposit costs and liability

management activity

•

Net interest margin was up 3 basis

points linked quarter, driven by a

reduction of deposit and borrowing

costs, as well as a decline in excess

average cash balances

•

Recent rise in long-term interest

rates has increased expectations for

future net interest margin; if rates

remain at current level or increase

further, modest margin expansion is

expected over time

Net Interest Income and Net Interest Margin

6

Interest rate sensitivity summary

Net interest income remains asset sensitive to increases in both

short-term

and longer-term rates

(1)

NII impact due to instantaneous rate versus base case scenario

*Based on market forward rates as of June 30, 2013

12-

Month Net Interest Income Impact From

Incremental Longer-term Rate Increases

(1)

LT Rate Change

NII Impact

+100 bps

+$132 MM

-50 bps

-$72 MM

12-

Month Net Interest Income Impact From

Incremental Short-term Rate Increases

(1)

ST Rate Change

NII Impact

+100 bps

+$81MM

-50 bps

-$56MM

•

As long-term rates rise, reinvestment yields are more favorable in the securities portfolio

•

Premium amortization declines as mortgage prepayments slow

•

Securities portfolio consists of $20 billion or 84% mortgage-backed securities

7

Investment portfolio activity

Earning Assets*

Securities Portfolio*

($ in billions)

Available

for Sale

(1)

Held to

Maturity

(2)

Mortgage-backed securities:

Residential agency

$16.4

$1.9

Residential non-agency

-

-

Commercial agency

0.8

-

Commercial non-agency

1.1

0.2

Corporate and other debt securities

2.8

-

Other

(3)

0.9

0.3

Total

$22.0

$2.4

•

Overall size of investment portfolio

declined $2.7 billion linked quarter

•

Moved $2.4 billion in securities to

Held to Maturity

•

Will reduce wholesale borrowings,

reduce overall balance sheet size,

reduce tangible common equity

volatility, as well as increase flexibility

in asset and liability management

•

Offset portfolio sales with derivatives

in order to maintain sensitivity profile

•

Including assets moved to Held to

Maturity, securities portfolio was

$24.4 billion or 24% of earning

assets at the end of the second

quarter

(1)

Fair value includes approximately $1 million of net unrealized pre-tax losses.

(2)

Carrying value includes approximately $111 million of net unrealized pre-tax loss recognized in Other Comprehensive Income on Held To Maturity

securities resulting from the transfer of Available For Sale securities to Held To Maturity.

(3)

Includes U.S. Treasury securities, Federal agency securities, obligations of states and political subdivisions and equity securities

*At June 30, 2013

8

Non-interest revenue relatively flat

•

Mortgage income was slightly down

•

Mortgage loan production was

$1.9 billion dollars, an

increase of 6% over the prior

quarter

•

Service charges income were

impacted by lower NSF fees

•

Experienced an increase in

net checking accounts and

number of households

•

Continued focus on other revenue

generating products and services,

such as Now banking suite of

products

Non-Interest Revenue

9

Expense control –

a culture, not a campaign

•

Non-interest

expenses¹

declined

2%

linked quarter, excluding debt

extinguishment costs related to the

early termination of certain debt and

preferred securities

•

Credit related costs continued to

decline

•

Professional and legal fees declined

•

Salaries and benefits increased

slightly related to additional staffing in

income producing areas, as well as

increases for merit and incentive

compensation

•

Continue to expect overall 2013

expenses to be below 2012 expenses

Adjusted Non-Interest Expenses

(1)

(1)

Excluding certain adjustments-Non-GAAP, see appendix for GAAP to Non-GAAP reconciliation

1% decrease Y-O-Y

10

NPLs and Coverage Ratio

(2)

Continued improvement in asset quality

Net Charge-Offs and Ratio

Criticized and Classified Loans

(3)

Allowance for Loan Losses / Total

Loans

(1)

Year-over-year change

(2)

Excludes loans held for sale

(3)

Includes commercial and investor real estate loans only

11

Capital position remains strong

•

Successfully completed several actions that

serve to improve capital efficiency:

•

Redeemed $350 million of 7.75% senior

notes

•

Issued $750 million of 2% senior notes

•

Redeemed $498 million of 6.625% Trust

Preferred Securities

•

Redeemed $100 million of 7.75% Union

Planters REIT Preferred Stock

•

Increased common stock dividend

•

Repurchased approximately half of the

$350 million dollars in common stock that

was approved by our Board of Directors

•

Basel

III

Tier

1

Common

ratio

(1)(2)

estimated

under the new proposed rules at 10.4%

•

Loan to deposit ratio remains low at 81%

Tier 1 capital ratio

(1)

(1)

Current quarter ratios are estimated

(2)

Non-GAAP

–

See

appendix

for

reconciliation

Tier 1 common ratio

(1)(2)

12

Appendix

13

Liability management summary

(1)

Impact to net income after tax from liability management activities during the second quarter was $43.4 million

(2)

Union

Planters

Preferred

and

Institutional

Trust

Preferred

Securities

upfront

costs

include

acceleration

of

unamortized

issuance

costs

(3)

Up-front costs associated with the Union Planters Preferred Tender are not tax deductible

(4)

Up-front cost and projected benefit include the impact of associated interest rate swap; 3 month libor assumed flat at 0.28%

Security

Face Amount

Retired

Dividend/Coupon

Up-front Costs           

(pre-tax)

(1)

Projected Next 12

Month Run Rate

Benefit (pre-tax)

Strategic Impact

Union Planters Preferred Tender

(2) (3)

$100

7.750%

($23.8)

$8.4

Elimination of high cost

Basel III inefficient security

Parent Senior Debt Tender

(4)

$350

7.750%

($26.6)

$17.8

Reduction in high cost long-

term debt

Institutional TruPS Call

(2)

$498

6.625%

($5.7)

$33.1

Elimination of high cost

Basel III inefficient security

Aggregate Impact

($56.1)

$59.4

Q2 2013 -

Liability Management Summary                                  

($ in millions)

14

Non-GAAP

reconciliation:

Pre-tax

pre-

provision

income

The Pre-Tax Pre-Provision Income (PPI) 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.

(1)

After tax amounts for leveraged lease terminations gains are zero for 6/30/2013, 3/31/2013, 12/31/2012 and 9/30/2012,

respectively, and  $0.6 million for 6/30/2012.

($ amounts in millions)

6/30/13

3/31/13

12/31/12

9/30/12

6/30/12

common shareholders (GAAP)

260

$     

325

$     

273

$     

312

$     

280

$     

(65)

$      

-20.0%

(20)

$      

-7.1%

8

8

4

-

71

-

-

(63)

-88.7%

122

114

138

136

126

8

7.0%

(4)

-3.2%

taxes (GAAP)

390

447

415

448

477

(57)

-12.8%

(87)

-18.2%

31

10

37

33

26

21

210.0%

5

19.2%

(non-GAAP)

421

457

452

481

503

(36)

-7.9%

(82)

-16.3%

Other Adjustments:

Securities gains, net

(8)

(15)

(12)

(12)

(12)

7

-46.7%

4

-33.3%

Leveraged lease termination gains, net

(1)

-

-

-

-

(7)

-

NM

7

-100.0%

Loss on early extinguishment of debt

56

-

11

-

-

56

NM

56

NM

Securities impairment, net

-

-

-

-

2

-

NM

(2)

-100.0%

REIT investment early termination costs

-

-

42

-

-

-

NM

-

NM

Total other adjustments

48

(15)

41

(12)

(17)

63

-420.0%

65

-382.4%

operations (non-GAAP)

469

$     

442

$     

493

$     

469

$     

486

$     

27

$        

6.1%

(17)

$      

-3.5%

2Q13

2Q13

vs. 1Q13

vs. 2Q12

Quarter Ended

Pre-tax pre-provision income from continuing operations

Adjusted pre-tax pre-provision income from continuing

Income from continuing operations available to

Preferred dividends (GAAP)

Income tax expense (GAAP)

Income from continuing operations before income

Provision for loan losses (GAAP)

15

Non-GAAP

reconciliation:

Non-interest   

expense

($ amounts in millions)   

6/30/13

3/31/13

12/31/12

9/30/12

6/30/12

Continuing Operations

Non-interest expense (GAAP)

884

$  

842

$  

902

$  

869

$  

842

$    

42

$      

5.0%

42

$      

5.0%

Adjustments:

REIT investment early termination costs

-

-

(42)

-

-

-

NM

-

NM

Loss on early extinguishment of debt

(56)

-

(11)

-

-

(56)

NM

(56)

NM

Securities impairment, net

-

-

-

-

(2)

-

NM

2

-100.0%

Adjusted non-interest expense (non-GAAP)

828

$  

842

$  

849

$  

869

$  

840

$    

(14)

$     

-1.7%

(12)

$     

-1.4%

Quarter Ended

2Q13 vs. 1Q13

2Q13 vs. 2Q12

The

table

below

presents

non-interest

expense

(GAAP)

excluding

certain

adjustments

to

arrive

at

adjusted

non-interest

expense

(non-GAAP).

Regions

believes

that

the

exclusion

of

these

adjustments

provides

a

meaningful

base

for

period-to-period

comparisons,

which

management

believes

will

assist

investors

in

analyzing

the

operating

results

of

the

Company

and

predicting

future

performance.

This

non-GAAP

financial

measure

is

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

this

non-GAAP

financial

measure

will

permit investors to assess the performance of the Company on the

same basis as that applied by management. 

16

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.

($ amounts in millions)  

6/30/13

3/31/13

12/31/12

9/30/12

6/30/12

As of and for Quarter Ended

TIER 1 COMMON RISK-BASED RATIO

(1)

-

CONSOLIDATED

Stockholders' equity (GAAP) 

15,329

$      

15,740

$      

15,499

$     

14,901

$  

14,455

$  

Accumulated other comprehensive (income) loss 

478

12

(65)

(202)

(54)

Non-qualifying goodwill and intangibles 

(4,813)

(4,819)

(4,826)

(4,836)

(4,852)

Disallowed deferred tax assets

-

-

(35)

(238)

(336)

Disallowed servicing assets

(30)

(37)

(33)

(33)

(33)

Qualifying non-controlling interests 

-

93

93

93

92

Qualifying trust preferred securities 

3

501

501

846

846

Tier 1 capital (regulatory) 

10,967

$      

11,490

$      

11,134

$     

10,531

$  

10,118

$  

Qualifying non-controlling interests 

-

(93)

(93)

(93)

(92)

Qualifying trust preferred securities 

(3)

(501)

(501)

(846)

(846)

Preferred stock 

(466)

(474)

(482)

-

-

Tier 1 common equity (non-GAAP)

A

10,498

$      

10,422

$      

10,058

$     

9,592

$    

9,180

$    

Risk-weighted assets (regulatory) 

B

93,747

92,787

92,811

91,723

91,779

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

A/B

11.2%

11.2%

10.8%

10.5%

10.0%

17

Non-GAAP reconciliation: Basel III

(1)

Under Basel III, in addition to goodwill and other identified intangibles regulatory capital must be reduced by purchased

credit card relationship intangible assets. The majority of these assets are allowed in Basel I capital.

(2)

Regions continues to develop systems and internal controls to 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.

The

following

table

provides

calculations

of

Tier

1

common,

based

on

Regions’

current

understanding

of

the

Final

Basel

III

requirements,

released

in

July

2013.

Regions currently calculates its risk-based capital ratios under guidelines adopted by the Federal Reserve based on the 1988 Capital Accord (“Basel I”) of the

Basel Committee on Banking Supervision (the “Basel Committee”).  In December 2010, 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.

Estimate based on July

2013 Final Rules

($ amounts in millions)   

6/30/2013

Stockholders' equity (GAAP) 

15,329

$                                    

Non-qualifying

goodwill

and

intangibles

(1)

(4,946)

Final Rules Adjustments

Adjustments, including all components of Accumulated Other Comprehensive Income, disallowed deferred

tax assets,

threshold deductions and other adjustments

350

Non-Common Tier 1

(466)

Basel III Tier 1 Common (non-GAAP)

10,267

$                                    

Basel I risk-weighted assets

93,747

Basel III risk-weighted assets

(2)

98,627

Basel III Tier 1 Common Ratio

10.4%

18

Forward-looking statements

This

presentation

may

include

forward-looking

statements

which

reflect

Regions’

current

views

with

respect

to

future

events

and

financial

performance.

The

Private

Securities

Litigation

Reform

Act

of

1995

(“the

Act”)

provides

a

“safe

harbor”

for

forward-looking

statements

which

are

identified

as

such

and

are

accompanied

by

the

identification

of

important

factors

that

could

cause

actual

results

to

differ

materially

from

the

forward-looking

statements.

For

these

statements,

we,

together

with

our

subsidiaries,

unless

the

context

implies

otherwise,

claim

the

protection

afforded

by

the

safe

harbor

in

the

Act.

Forward-looking

statements

are

not

based

on

historical

information,

but

rather

are

related

to

future

operations,

strategies,

financial

results

or

other

developments.

Forward-looking

statements

are

based

on

management’s

expectations

as

well

as

certain

assumptions

and

estimates

made

by,

and

information

available

to,

management

at

the

time

the

statements

are

made.

Those

statements

are

based

on

general

assumptions

and

are

subject

to

various

risks,

uncertainties

and

other

factors

that

may

cause

actual

results

to

differ

materially

from

the

views,

beliefs

and

projections

expressed

in

such

statements.

These

risks,

uncertainties

and

other

factors

include,

but

are

not

limited

to,

those

described

below:

>The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) became law in July 2010, and a number of legislative, regulatory and tax proposals remain pending. Future

and proposed rules may have significant effects on Regions and the financial services industry, the exact nature and extent of which cannot be determined at this time.

>Possible additional loan losses, impairment of goodwill and other intangibles, and adjustment of valuation allowances on deferred tax assets and the impact on earnings and capital.

>Possible changes in interest rates may increase funding costs and reduce earning asset yields, thus reducing margins. Increases in benchmark interest rates could also increase debt service

requirements

for

customers

whose

terms

include

a

variable

interest

rate,

which

may

negatively

impact

the

ability

of

borrowers

to

pay

as

contractually

obligated.

>Possible adverse changes in general economic and business conditions in the United States in general and in the communities Regions serves in particular.

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

>Possible

changes

in

trade,

monetary

and

fiscal

policies,

laws

and

regulations

and

other

activities

of

governments,

agencies,

and

similar

organizations,

may

have

an

adverse

effect

on

business.

>Possible

regulations

issued

by

the

Consumer

Financial

Protection

Bureau

or

other

regulators

which

might

adversely

impact

Regions’

business

model

or

products

and

services.

>Regions’

ability 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,

is

subject

to

the

review

of

such

proposed

actions

by

the

Federal

Reserve

as

part

of

Regions’

comprehensive

capital

plan

for

the

applicable period in connection with the regulators’

Comprehensive Capital Analysis and Review (CCAR) process and to

the acceptance of such capital plan and non-objection to such capital actions

by the Federal Reserve.

>Possible stresses in the financial and real estate markets, including possible deterioration in property values.

>Regions’

ability

to

manage

fluctuations

in

the

value

of

assets

and

liabilities

and

off-balance

sheet

exposure

so

as

to

maintain

sufficient

capital

and

liquidity

to

support

Regions’

business.

>Regions’

ability to expand into new markets and to maintain profit margins in the face of competitive pressures.

>Regions’

ability

to

develop

competitive

new

products

and

services

in

a

timely

manner

and

the

acceptance

of

such

products

and

services

by

Regions’

customers

and

potential

customers.

>Cyber-security

risks,

including

“denial

of

service,”

“hacking”

and

“identity

theft,”

that

could

adversely

affect

our

business

and

financial

performance,

or

our

reputation.

>Regions’

ability to keep pace with technological changes.

>Regions’

ability to effectively identify and manage credit risk, interest rate risk, market risk, operational risk, legal risk, liquidity risk, reputational risk, counterparty risk, international risk, regulatory

risk, and compliance risk.

>Regions’

ability to ensure adequate capitalization which is impacted by inherent uncertainties in forecasting credit losses.

>The cost and other effects of material contingencies, including litigation contingencies, and any adverse judicial, administrative, or arbitral rulings or proceedings.

>The effects of increased competition from both banks and non-banks.

>The effects of geopolitical instability and risks such as terrorist attacks.

>Regions' ability to identify and address data security breaches.

>Possible

changes

in

consumer

and

business

spending

and

saving

habits

could

affect

Regions’

ability

to

increase

assets

and

to

attract

deposits.

>The effects of weather and natural disasters such as floods, droughts, wind, tornadoes and hurricanes, and the effects of man-made disasters.

>Possible downgrades in ratings issued by rating agencies.

>Possible

changes

in

the

speed

of

loan

prepayments

by

Regions’

customers

and

loan

origination

or

sales

volumes.

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

>The effects of problems encountered by larger or similar financial institutions that adversely affect Regions or the banking industry generally.

>Regions’

ability to receive dividends from its subsidiaries.

>The

effects

of

the

failure

of

any

component

of

Regions’

business

infrastructure

which

is

provided

by

a

third

party.

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

>The

effects

of

any

damage

to

Regions’

reputation

resulting

from

developments

related

to

any

of

the

items

identified

above.

The

foregoing

list

of

factors

is

not

exhaustive.

For

discussion

of

these

and

other

factors

that

may

cause

actual

results

to

differ

from

expectations,

look

under

the

captions

“Forward-Looking

Statements”

and

“Risk

Factors"

of

Regions'

Annual

Report

on

Form

10-K

for

the

year

ended

December

31,

2012

and

the

"Foward-Looking

Statements"

section

of

Regions'

Quarterly

Report

on

Form

10-Q

for

the

quarter

ended

March

31,

2013,

as

filed

with

the

Securities

and

Exchange

Commission.

The

words

"believe,"

"expect,"

"anticipate,"

"project,"

and

similar

expressions

often

signify

forward-looking

statements.

You

should

not

place

undue

reliance

on

any

forward-looking

statements,

which

speak

only

as

of

the

date

made.

We

assume

no

obligation

to

update

or

revise

any

forward-looking

statements

that

are

made

from

time

to

time.