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Annual Report of Holding Companies-FR

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Annual Report of Holding Companies-FR FRY-6 OMB Number 7100-0297 Approval expires September 30, 2018 ~ge 1 of 2 Board of Governors of the Federal Reserve System ~ ~ An nual Report of Holding Companies-FR Y-6 ~ Report at the close of business as of the end of fiscal year This Report is required by law: Section 5(c)(1)( A) of the Bank This report form is to be filed by all top-tier bank holding compa­ Holding Company Act (12 U.S.C. § 1844 (c)(1)(A)); Section 8(a) nies and top-tier savings and loan holding companies organized of the International Banking Act (12 U.S.C. § 3106(a)); Sections under U.S. law, and by any foreign banking organization that 11 (a)(1), 25 and 25A of the Federal Reserve Act (12 U.S.C. does not meet the requirements of and is not treated as a qualify­ §§ 248(a)(1), 602, and 611a); Section 211 .13(c) of Regulation K ing foreign banking organization under Section 21 1.23 of (12 C.F.R. § 211 .13(c)); and Section 225.5(b) of Regulation Y (12 Regulation K (12 C.F.R. § 211 .23). (See page one of the general C.F.R. § 225.S(b)) and section 10(c)(2)(H) of the Home Owners' instructions for more detail of who must file.) The Federal Loan Act. Return to the appropriate Federal Reserve Bank the Reserve may not conduct or sponsor, and an organization (or a original and the number of copies specified . person) is not required to respond to, an information collection unless it displays a currently valid OMB control number. NOTE: The Annual Report of Holding Companies must be signed Date of Report (top-tier holding company's fiscal year-end): by one director of the top-tier holding company. This individual December 31 , 2015 should also be a senior official of the top-tier holding company. In Month I Day I Year the event that the top-tier holding company does not have an individual who is a senior official and is also a director, the chair­ CW05CS5KW59QTCODG824 man of the board must sign the report. Reporter's Legal Entity Identifier (LEI) (20-Character LEI Code) I. 0 B Grayson Hall, Jr Reporter's Name, Street, and Mailing Address Na me of the Hold ing Company Director and Official Regions Financial Corporation Chairman. President & Chief Executive Officer Legal Title of Holding Company Titie of the Holding Company Director a nd Official 1900 5th Avenue North attest that the Annual Report of Holding Companies (including (Mailing Address of the Holding Company) Street I P.O . Box the supporting attachments) for this report date has been pre­ Birmingham AL 35203 pared in conformance with the instructions issued by the Federal ------­ Reserve System and are true and correct to the best of my City State Zip Code knowledge and belief. With respect to information regarding individuals contained in this Physical Location (if diffe rent from malling address) report, the Reporter certifies that it has the authority to provide this information to the Federal Reserve. The Reporter also certifies Person to whom questions about this report should be directed: that it has the authority, on behalf of each individual, to consent or Hope D Mehlman Ass't General Counsel object to public re lease of information regarding that individual. Name Titie The Federal Reserve may assume, in the absence of a request for 205-264-7790 confidential treatment submitted in accordance with the Board's Area Code I Phone Number I Extension "Rules Regarding Availability of Information," 12 C.F.R. Part 261, that the Re rter ill1Q individual consent to public release of all 205-583-4497 details in th eport concemin t a individual. Area Code I FAX Number [email protected] E-mail Address www.regions.com A ddress (URL) for the Holding Company's web page Does the reporter request confidential treatment for anyportion of this For holding companies nQJ registered with the SEC- submission? Indicate status ofAnnual Report to Shareholders: 0 is included with the FR Y-6 report [8J Yes Please identify the report items to which this request applies: 0 will be sent under separate cover Item 4 - 3(c) and 4(c) - in Confidential Annex A 0 is not prepared [8J In accordance with the instructions on pages GEN-2 and 3. a letter justifying the request is being provided. For Federal Reserve Bank Use Only [8J The information for which confidential treatment is sought RSSD ID -3 ;l. y :)_ (?)3 8 is being submitted separately labeled "Confidential." C.I. Public reporting burden for this informallon collection is estimated to vary from 1.3 to 101 hours per response, with an average of 5.25 hours per response, including time to gather and maintain data in the required form and to review instructions and complete the information collection. Send comments regarding this burden estimate 0< any other aspect or this collection of information, including suggestions for reducing this burden to: Secretary, Board of Govem0<s of the Federal Reserve System. 20th and C Streets. NW, Washington, DC 20551 , and to the Office of Management and Budget, PaperwO<k Reduction Project (7100-0297). Washington. DC 20503. 1212015 £6... REGIONS FRY-6 AnnualReporttothe Federal Reserve Board of Regions Financial Corporation 1900 Fifth Avenue North Birmingham, AL 35203 For fiscal year ended December 31, 2015 £f'1.. REGIONS FORM FR Y-6 REGIONS FINANCIAL CORPORATION 2015 REPORT ITEMS Item 1. Annual Report to Shareholders Regions 2015 Annual Report on Form I 0-K and Chairman's Letter are available on the Investor Relations section ofour web site at: http://ir.regions.com/annual-proxy.cfm. Item 2a. Organization Chart Organization chart as of December 3 1, 2015 is attached hereto as Exhibit 2. Item 2b. Domestic Branch Listing Regions has verified the domestic branch listing and has reported to the Federal Reserve Bank of Atlanta as to corrections. Item 3. Securities Holders ( I) No entity is known definitively to Regions to be the beneficial owner of more than 5% of any class ofvoting securities at December 3 1, 2015 other than: BlackRock, Inc. (and subsidiaries): (a) BlackRock, Inc. New York. NY (b) USA (c) 92,41 2,362 shares or 7.1 % FMR LLC (and subsidiaries): (a) FMR LLC Boston, MA (b) USA (c) 116,895,209 shares or 8.95% State Street Corporation (and subsidiaries): (a) State Street Corporation Boston, MA (b) USA (c) 74,029,397 shares or 5.7% The Vanguard Group, Inc. (and subsidiaries): (a) The Vanguard Group, Inc. Malvern, PA (b) USA (c) 110,259,940 shares or 8.44% The source ofthe above information is Schedule 13Gs filed with the Securities and Exchange Commission by BlackRock on January 27, 2016; FMR on February 12, 2016; State Street on February 12, 2016; and Vanguard on February 10, 2016. Please note that Regions Bank continues to beneficially hold in a fiduciary capacity for others under numerous trust relationships, shares of Regions' outstanding common stock representing less than 5% of the outstanding shares. (2) The above information was derived from Schedule 13Gs filed with the Securities and Exchange Commission. We have no knowledge of any other stockholders meeting the reporting criteria. Item 4. Insiders The table attached hereto as Exhibit 4 contains specific information with respect to Regions Financial Corporation's directors and executive officers. Regions has no "principal securities holder," defined as the power to vote more than 10% of any class of voting securities. EXHIBIT 2 REGIONS FINANOAl COIU'OAATION 011<iAN1ZATIOHAI. CllAllT AS Of o.c.mbor31, 2015 U l• et9\.Ult'HJA• ACQ INCORP INCORP TAXID COMPANY .... .....,uw.rNrf DATE DATE STATE INTEREST NUMBER NUMBERS 1·at4fr•'MO llEGIONS RNANOAL COflPORATIOH llrmlnchom, AL Uf7-U -71 6-26-10 DE 63-0519368 CWOKSJICWHQlCOOGl24 IREGIONS llAHK llrmlnchom. AL 3-22-IS ...2-S7 A.L 100% 63-0371391 lQ1WUlG1004KlMGl.Vll l~EGIONS CAPITAL ADVANTAGE, INC. (lk1 UPB lnvtSlmtnU, Inc.) Blrmlnchom. AL 11/1/94 12/1/911. TN 100% 62-17641()7 Ui-N/A IREGIONS INSURANCE AGENCY OF ARKANSAS, INC. Ll111eRock,AR 1+9' 9-14-91 AR I~ 71-o816S20 Ul•H/A l MCI LIFE INSURANCE COMPANY Crossvlllo, TN 1-1-99 6/13/90 TN 100% 62-1434160 Ul•N/A ' REGIONS AGENCY, INC. Montaomery, Al !l-16-72 9-13-72 AL 100% 63-063S6U UlllH/A H~OUTllEASTtRN LEGACY INSURANCE COMPANY (FICA First AmTenn life: fnsur•nce Coms-ny) An Arlrona Corpontlon 11/4/06 3/1/111. IU 100% 64-0757305 U:.-N/ A r-lREGIONS REINSURANCE CORPORATION Burllncton. VT 10-1-911. 10-1-911. VT 100% 03-0359996 """"· r------i~EGIONS INVESTMENT SERVICES, INC. llrmlnchlm. Al 4/14/94 AL 100% 62-1731227 ......,. F/K/A Union Planters Insurance A.11ncv, Inc. and R-"-IMO<ll>n Ko111n Fl...oo.ISt""'•• Inc.I IFMl.S,INC. Chattanooca. TN 11/4/06 1/11/10 TN 100% 62--0844027 ......,. ~~EGIONS BUSINESS CAPITAL CORPORATION 11/4/06 1/26/94 DE 100% 62-1721056 ......,. f/t./1 AmSouth CIDILll c~tlofll NewY0tk. NY !REGIONS EQUIPMENT RNANCE CORPORATION llrmlnchom. AL Al (F/K/A AmSouth Lnslnc CotporttlonJ 11/4/06 11/1/73 100% 63-0602631 llP:N/A IREGIONS EQUIPMENT FINANCE, LTD. Blrmlnchom. AL ""S.nk. LP (F/K/A AmSouth Ln•lnc. LTD) 11/4/06 S/6/97 AL 1''ACF(.GP 72-U7U17 lll.,./A ""Bani!. LP; IA-f LEASING, LTD llrmlnchom, AL 11/4/06 U/ZZ/99 AL l" REF(.. GP 63-1239555 Ul• N/A COM MEROAL EQUIPMENT RNANCE.
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