REGIONS FINANCIAL CORP - Quarter Report: 2019 September (Form 10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




Form	10-Q



☒	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended	September 30, 2019



☐	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from	to

Commission File Number: 001-34034




Regions Financial Corporation
(Exact name of registrant as specified in its charter)




Delaware		63-0589368
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1900 Fifth Avenue North
Birmingham
Alabama		35203
(Address of principal executive offices)		(Zip Code)

(800) 734-4667

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ý Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ý Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ý Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ý No

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value	RF	New York Stock Exchange
Depositary Shares, each representing a 1/40th Interest in a Share of
6.375% Non-Cumulative Perpetual Preferred Stock, Series A	RF PRA	New York Stock Exchange
Depositary Shares, each representing a 1/40th Interest in a Share of
6.375% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B	RF PRB	New York Stock Exchange
Depositary Shares, each representing a 1/40th Interest in a Share of
5.700% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C	RF PRC	New York Stock Exchange

The number of shares outstanding of each of the issuer’s classes of common stock was 964,639,091 shares of common stock, par value $.01, outstanding as of November 4, 2019.

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REGIONS FINANCIAL CORPORATION

FORM 10-Q

INDEX



		Page
Part I. Financial Information
Item 1.	Financial Statements (Unaudited)
	Consolidated Balance Sheets	8
	Consolidated Statements of Income	9
	Consolidated Statements of Comprehensive Income	10
	Consolidated Statements of Changes in Equity	11
	Consolidated Statements of Cash Flows	12
	Notes to Consolidated Financial Statements	13
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	57
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	91
Item 4.	Controls and Procedures	91

Part II. Other Information
Item 1.	Legal Proceedings	92
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	92
Item 6.	Exhibits	93

Signatures		94

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Glossary of Defined Terms

Agencies - collectively, FNMA, FHLMC and GNMA.

ALCO - Asset/Liability Management Committee.

AOCI - Accumulated other comprehensive income.

ASC - Accounting Standards Codification.

ASU - Accounting Standards Update.

ATM - Automated teller machine.

Bank - Regions Bank.

Basel I - Basel Committee's 1988 Regulatory Capital Framework (First Accord).

Basel III - Basel Committee's 2010 Regulatory Capital Framework (Third Accord).

Basel III Rules - Final capital rules adopting the Basel III capital framework approved by U.S. federal

regulators in 2013.

Basel Committee - Basel Committee on Banking Supervision.

BHC - Bank Holding Company.

BITS - Technology policy division of the Bank Policy Institute.

Board - The Company’s Board of Directors.

CAP - Customer Assistance Program.

CCAR - Comprehensive Capital Analysis and Review.

CECL - Current Expected Credit Loss Approach.

CEO - Chief Executive Officer.

CET1 - Common Equity Tier 1.

CFPB - Consumer Financial Protection Bureau.

Company - Regions Financial Corporation and its subsidiaries.

CPR - Constant (or Conditional) Prepayment Rate.

CRA - Community Reinvestment Act of 1977.

Dodd-Frank Act - The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.

DPD - Days Past Due.

DUS - Fannie Mae Delegated Underwriting & Servicing.

EGRRCPA - The Economic Growth, Regulatory Relief, and Consumer Protection Act.

ERI - Eligible Retained Income.

FASB - Financial Accounting Standards Board.

FDIC - The Federal Deposit Insurance Corporation.

Federal Reserve - The Board of Governors of the Federal Reserve System.

FHA - Federal Housing Administration.

FHLB - Federal Home Loan Bank.

FHLMC - Federal Home Loan Mortgage Corporation, known as Freddie Mac.

FICO - The Financing Corporation, established by the Competitive Equality Banking Act of

1987.

FICO scores - Personal credit scores based on the model introduced by the Fair Isaac Corporation.

FNMA - Federal National Mortgage Association, known as Fannie Mae.

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FRB - Federal Reserve Bank.

FS-ISAC - Financial Services - Information Sharing & Analysis Center.

GAAP - Generally Accepted Accounting Principles in the United States.

GDP - Gross Domestic Product.

GNMA - Government National Mortgage Association.

HUD - U.S. Department of Housing and Urban Development.

IPO - Initial public offering.

IRS - Internal Revenue Service.

LCR - Liquidity coverage ratio.

LIBOR - London InterBank Offered Rate.

LLC - Limited Liability Company.

LROC - Liquidity Risk Oversight Committee.

LTIP - Long-term incentive plan.

LTV - Loan to value.

MBS - Mortgage-backed securities.

Morgan Keegan - Morgan Keegan & Company, Inc.

MSAs - Metropolitan Statistical Areas.

MSR - Mortgage servicing right.

NM - Not meaningful.

NPR - Notice of Public Ruling.

OAS - Option-Adjusted Spread.

OCC - Office of the Comptroller of the Currency.

OCI - Other comprehensive income.

OIS - Overnight Indexed Swap.

OTTI - Other-than-temporary impairment.

Raymond James - Raymond James Financial, Inc.

Regions Securities - Regions Securities LLC.

SCB - Stress Capital Buffer.

SEC - U.S. Securities and Exchange Commission.

SERP - Supplemental Executive Retirement Plan.

SOFR - Secured Overnight Funding Rate.

Tax Reform - H.R.1, An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent

Resolution on the Budget for Fiscal Year 2018.

TDR - Troubled debt restructuring.

U.S. - United States.

U.S. Treasury - The United States Department of the Treasury.

UTB - Unrecognized tax benefits.

VIE - Variable interest entity.

Visa - The Visa, U.S.A. Inc. card association or its affiliates, collectively.

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Forward-Looking Statements

This Quarterly Report on Form 10-Q, other periodic reports filed by Regions Financial Corporation under the Securities Exchange Act of 1934, as amended, and any other written or oral statements made by us or on our behalf to analysts, investors, the media and others, may include forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. The terms “Regions,” the “Company,” “we,” “us” and “our” as used herein mean collectively Regions Financial Corporation, a Delaware corporation, together with its subsidiaries when or where appropriate. The words “future,” “anticipates,” “assumes,” “intends,” “plans,” “seeks,” “believes,” “predicts,” “potential,” “objectives,” “estimates,” “expects,” “targets,” “projects,” “outlook,” “forecast,” “would,” “will,” “may,” “might,” “could,” “should,” “can,” and similar terms and expressions often signify forward-looking statements. 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 current 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, and because they also relate to the future they are likewise subject to inherent uncertainties and other factors that may cause actual results to differ materially from the views, beliefs and projections expressed in such statements. Therefore, we caution you against relying on any of these forward-looking statements. These risks, uncertainties and other factors include, but are not limited to, those described below:


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


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


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


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


•	The effect of changes in tax laws, including the effect of any future interpretations of or amendments to Tax Reform, which may impact our earnings, capital ratios and our ability to return capital to stockholders.


•	Possible changes in the creditworthiness of customers and the possible impairment of the collectability of loans and leases, including operating leases.


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


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


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


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


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


•	Our inability to develop and gain acceptance from current and prospective customers for new products and services and the enhancement of existing products and services to meet customers’ needs and respond to emerging technological trends in a timely manner could have a negative impact on our revenue.


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

•

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

•

Our ability to obtain a regulatory non-objection (as part of the CCAR process or otherwise) to take certain capital actions, including paying dividends and any plans to increase common stock dividends, repurchase common stock under current or future programs, or redeem preferred stock or other regulatory capital instruments, may impact our ability to return capital to stockholders and market perceptions of us.

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•	Our ability to comply with stress testing and capital planning requirements (as part of the CCAR process or otherwise) may continue to require a significant investment of our managerial resources due to the importance of such tests and requirements.


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


•	The effects of any developments, changes or actions relating to any litigation or regulatory proceedings brought against us or any of our subsidiaries.


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


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


•	Our ability to execute on our strategic and operational plans, including our ability to fully realize the financial and non-financial benefits relating to our strategic initiatives.


•	The risks and uncertainties related to our acquisition or divestiture of businesses.


•	The success of our marketing efforts in attracting and retaining customers.


•	Our ability to recruit and retain talented and experienced personnel to assist in the development, management and operation of our products and services may be affected by changes in laws and regulations in effect from time to time.


•	Fraud or misconduct by our customers, employees or business partners.


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


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


•	Dependence on key suppliers or vendors to obtain equipment and other supplies for our business on acceptable terms.


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


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

•

The effects of man-made and natural disasters, including fires, floods, droughts, tornadoes, hurricanes, and environmental damage, which may negatively affect our operations and/or our loan portfolios and increase our cost of conducting business. The severity and impact of future earthquakes, fires, hurricanes, tornadoes, droughts, floods and other weather-related events are difficult to predict and may be exacerbated by global climate change.

•

Changes in commodity market prices and conditions could adversely affect the cash flows of our borrowers operating in industries that are impacted by changes in commodity prices (including businesses indirectly impacted by commodities prices such as businesses that transport commodities or manufacture equipment used in the production of commodities), which could impair their ability to service any loans outstanding to them and/or reduce demand for loans in those industries.

•

Our ability to identify and address cyber-security risks such as data security breaches, malware, “denial of service” attacks, “hacking” and identity theft, including account take-overs, a failure of which could disrupt our business and result in the disclosure of and/or misuse or misappropriation of confidential or proprietary information, disruption or damage to our systems, increased costs, losses, or adverse effects to our reputation.


•	Our ability to realize our adjusted efficiency ratio target as part of our expense management initiatives.


•	Possible cessation or market replacement of LIBOR and the related effect on our LIBOR-based financial products and contracts, including, but not limited to, hedging products, debt obligations, investments, and loans.


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


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


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

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


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


•	Changes in accounting policies or procedures as may be required by the FASB or other regulatory agencies could materially affect our financial statements and how we report those results, and expectations and preliminary analyses relating to how such changes will affect our financial results could prove incorrect.


•	Other risks identified from time to time in reports that we file with the SEC.


•	Fluctuations in the price of our common stock and inability to complete stock repurchases in the time frame and/or on the terms anticipated.


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

You should not place undue reliance on any forward-looking statements, which speak only as of the date made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible to predict all of them. We assume no obligation and do not intend to update or revise any forward-looking statements that are made from time to time, either as a result of future developments, new information or otherwise, except as may be required by law.

See also the reports filed with the SEC, including the discussion under the “Risk Factors” section of Regions’ Annual Report on Form 10-K for the year ended December 31, 2018 as filed with the SEC and available on its website at www.sec.gov.

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PART I

FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS



	September 30, 2019			December 31, 2018
	(In millions, except share data)
Assets
Cash and due from banks	$	1,966		$	2,018
Interest-bearing deposits in other banks	3,101			1,520
Debt securities held to maturity (estimated fair value of $1,424 and $1,460, respectively)	1,375			1,482
Debt securities available for sale	22,986			22,729
Loans held for sale (includes $497 and $251 measured at fair value, respectively)	548			304
Loans, net of unearned income	82,786			83,152
Allowance for loan losses	(869		)	(840		)
Net loans	81,917			82,312
Other earning assets	1,760			1,719
Premises and equipment, net	1,944			2,045
Interest receivable	377			375
Goodwill	4,845			4,829
Residential mortgage servicing rights at fair value	307			418
Other identifiable intangible assets, net	111			115
Other assets	6,910			5,822
Total assets	$	128,147		$	125,688
Liabilities and Equity
Deposits:
Non-interest-bearing	$	34,360		$	35,053
Interest-bearing	59,945			59,438
Total deposits	94,305			94,491
Borrowed funds:
Short-term borrowings	5,401			1,600
Long-term borrowings	9,128			12,424
Total borrowed funds	14,529			14,024
Other liabilities	2,732			2,083
Total liabilities	111,566			110,598
Equity:
Preferred stock, authorized 10 million shares, par value $1.00 per share
Non-cumulative perpetual, liquidation preference $1,000.00 per share, including related surplus, net of issuance costs; issued—1,500,000 and 1,000,000 shares, respectively	1,310			820
Common stock, authorized 3 billion shares, par value $.01 per share:
Issued including treasury stock— 1,005,503,640 and 1,065,858,925 shares, respectively	10			11
Additional paid-in capital	12,803			13,766
Retained earnings	3,534			2,828
Treasury stock, at cost—41,032,676 and 41,032,676 shares, respectively	(1,371		)	(1,371		)
Accumulated other comprehensive income (loss), net	295			(964		)
Total stockholders’ equity	16,581			15,090
Total liabilities and equity	$	128,147		$	125,688

See notes to consolidated financial statements.

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REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME



	Three Months Ended September 30				Nine Months Ended September 30
	2019		2018		2019			2018
	(In millions, except per share data)
Interest income, including other financing income on:
Loans, including fees	$	970	$	919	$	2,943		$	2,651
Debt securities - taxable	160		155		488			465
Loans held for sale	5		4		12			11
Other earning assets	12		17		46			53
Operating lease assets	13		17		42			55
Total interest income, including other financing income	1,160		1,112		3,531			3,235
Interest expense on:
Deposits	116		64		349			170
Short-term borrowings	14		8		41			15
Long-term borrowings	83		84		281			229
Total interest expense	213		156		671			414
Depreciation expense on operating lease assets	10		14		33			44
Total interest expense and depreciation expense on operating lease assets	223		170		704			458
Net interest income and other financing income	937		942		2,827			2,777
Provision for loan losses	108		84		291			134
Net interest income and other financing income after provision for loan losses	829		858		2,536			2,643
Non-interest income:
Service charges on deposit accounts	186		179		542			525
Card and ATM fees	114		111		343			327
Investment management and trust fee income	63		59		179			175
Capital markets income	36		45		117			152
Mortgage income	56		32		114			107
Securities gains (losses), net	—		—		(26		)	1
Other	103		93		285			251
Total non-interest income	558		519		1,554			1,538
Non-interest expense:
Salaries and employee benefits	481		473		1,428			1,479
Net occupancy expense	80		82		242			249
Furniture and equipment expense	83		81		243			243
Other	227		286		679			746
Total non-interest expense	871		922		2,592			2,717
Income from continuing operations before income taxes	516		455		1,498			1,464
Income tax expense	107		85		305			302
Income from continuing operations	409		370		1,193			1,162
Discontinued operations:
Income (loss) from discontinued operations before income taxes	—		274		—			271
Income tax expense (benefit)	—		80		—			80
Income (loss) from discontinued operations, net of tax	—		194		—			191
Net income	$	409	$	564	$	1,193		$	1,353
Net income from continuing operations available to common shareholders	$	385	$	354	$	1,137		$	1,114
Net income available to common shareholders	$	385	$	548	$	1,137		$	1,305
Weighted-average number of shares outstanding:
Basic	988		1,086		1,005			1,111
Diluted	991		1,095		1,010			1,121
Earnings per common share from continuing operations:
Basic	$	0.39	$	0.33	$	1.13		$	1.00
Diluted	$	0.39	$	0.32	$	1.13		$	0.99
Earnings per common share:
Basic	$	0.39	$	0.50	$	1.13		$	1.18
Diluted	$	0.39	$	0.50	$	1.13		$	1.16

See notes to consolidated financial statements.

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REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME



	Three Months Ended September 30
	2019			2018
	(In millions)
Net income	$	409		$	564
Other comprehensive income (loss), net of tax:
Unrealized losses on securities transferred to held to maturity:
Unrealized losses on securities transferred to held to maturity during the period (net of zero and zero tax effect, respectively)	—			—
Less: reclassification adjustments for amortization of unrealized losses on securities transferred to held to maturity (net of ($1) and ($1) tax effect, respectively)	(1		)	(2		)
Net change in unrealized losses on securities transferred to held to maturity, net of tax	1			2
Unrealized gains (losses) on securities available for sale:
Unrealized holding gains (losses) arising during the period (net of $45 and ($35) tax effect, respectively)	133			(103		)
Less: reclassification adjustments for securities gains (losses) realized in net income (net of zero and zero tax effect, respectively)	—			(1		)
Net change in unrealized gains (losses) on securities available for sale, net of tax	133			(102		)
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
Unrealized holding gains (losses) on derivatives arising during the period (net of $56 and ($15) tax effect, respectively)	167			(44		)
Less: reclassification adjustments for gains (losses) on derivative instruments realized in net income (net of ($2) and zero tax effect, respectively)	(5		)	—
Net change in unrealized gains (losses) on derivative instruments, net of tax	172			(44		)
Defined benefit pension plans and other post employment benefits:
Net actuarial gains (losses) arising during the period (net of zero and zero tax effect, respectively)	(1		)	(1		)
Less: reclassification adjustments for amortization of actuarial loss and settlements realized in net income (net of ($3) and ($2) tax effect, respectively)	(11		)	(6		)
Net change from defined benefit pension plans and other post employment benefits, net of tax	10			5
Other comprehensive income (loss), net of tax	316			(139		)
Comprehensive income	$	725		$	425

	Nine Months Ended September 30
	2019			2018
	(In millions)
Net income	$	1,193		$	1,353
Other comprehensive income (loss), net of tax:
Unrealized losses on securities transferred to held to maturity:
Unrealized losses on securities transferred to held to maturity during the period (net of zero and zero tax effect, respectively)	—			—
Less: reclassification adjustments for amortization of unrealized losses on securities transferred to held to maturity (net of ($1) and ($2) tax effect, respectively)	(4		)	(5		)
Net change in unrealized losses on securities transferred to held to maturity, net of tax	4			5
Unrealized gains (losses) on securities available for sale:
Unrealized holding gains (losses) arising during the period (net of $209 and ($162) tax effect, respectively)	618			(479		)
Less: reclassification adjustments for securities gains (losses) realized in net income (net of ($6) and zero tax effect, respectively)	(20		)	—
Net change in unrealized gains (losses) on securities available for sale, net of tax	638			(479		)
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
Unrealized holding gains (losses) on derivatives arising during the period (net of $194 and ($60) tax effect, respectively)	576			(178		)
Less: reclassification adjustments for gains (losses) on derivative instruments realized in net income (net of ($6) and $4 tax effect, respectively)	(17		)	12
Net change in unrealized gains (losses) on derivative instruments, net of tax	593			(190		)
Defined benefit pension plans and other post employment benefits:
Net actuarial gains (losses) arising during the period (net of zero and zero tax effect, respectively)	(1		)	(2		)
Less: reclassification adjustments for amortization of actuarial loss and settlements realized in net income (net of ($8) and ($6) tax effect, respectively)	(25		)	(21		)
Net change from defined benefit pension plans and other post employment benefits, net of tax	24			19
Other comprehensive income (loss), net of tax	1,259			(645		)
Comprehensive income	$	2,452		$	708

See notes to consolidated financial statements.

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REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY



	Stockholders' Equity
	Preferred Stock			Common Stock					Additional Paid-In Capital			Retained Earnings			Treasury Stock, At Cost			Accumulated Other Comprehensive Income (Loss), Net			Total			Non- controlling Interest
	Shares	Amount		Shares		Amount			Additional Paid-In Capital			Retained Earnings			Treasury Stock, At Cost			Accumulated Other Comprehensive Income (Loss), Net			Total			Non- controlling Interest
	(In millions, except per share data)
BALANCE AT JANUARY 1, 2018	1	$	820	1,133		$	12		$	15,858		$	1,628		$	(1,377	)	$	(749	)	$	16,192		$	—
Cumulative effect from change in accounting guidance												(2		)							(2		)	—
Net income	—	—		—		—			—			414			—			—			414			—
Other comprehensive income (loss), net of tax	—	—		—		—			—			—			—			(402		)	(402		)	—
Cash dividends declared	—	—		—		—			—			(101		)	—			—			(101		)	—
Preferred stock dividends	—	—		—		—			—			(16		)	—			—			(16		)	—
Common stock transactions:
Impact of share repurchases	—	—		(12	)	—			(235		)	—			—			—			(235		)	—
Impact of stock transactions under compensation plans, net	—	—		1		—			16			—			—			—			16			—
BALANCE AT MARCH 31, 2018	1	$	820	1,122		$	12		$	15,639		$	1,923		$	(1,377	)	$	(1,151	)	$	15,866		$	—

BALANCE AT APRIL 1, 2018	1	$	820	1,122		$	12		$	15,639		$	1,923		$	(1,377	)	$	(1,151	)	$	15,866		$	—
Net income	—	—		—		—			—			375			—			—			375			—
Other comprehensive income (loss), net of tax	—	—		—		—			—			—			—			(104		)	(104		)	—
Cash dividends declared	—	—		—		—			—			(100		)	—			—			(100		)	—
Preferred stock dividends	—	—		—		—			—			(16		)	—			—			(16		)	—
Common stock transactions:
Impact of share repurchases	—	—		(13	)	—			(235		)	—			—			—			(235		)	—
Impact of stock transactions under compensation plans, net and other	—	—		5		—			(15		)	—			6			—			(9		)	—
BALANCE AT JUNE 30, 2018	1	$	820	1,114		$	12		$	15,389		$	2,182		$	(1,371	)	$	(1,255	)	$	15,777		$	—

BALANCE AT JULY 1, 2018	1	$	820	1,114		$	12		$	15,389		$	2,182		$	(1,371	)	$	(1,255	)	$	15,777		$	—
Net income	—	—		—		—			—			564			—			—			564			—
Other comprehensive income (loss), net of tax	—	—		—		—			—			—			—			(139		)	(139		)	—
Cash dividends declared	—	—		—		—			—			(148		)	—			—			(148		)	—
Preferred stock dividends	—	—		—		—			—			(16		)	—			—			(16		)	—
Common stock transactions:																								—
Impact of share repurchases	—	—		(59	)	(1		)	(1,281		)	—			—			—			(1,282		)	—
Impact of stock transactions under compensation plans, net and other	—	—		—		—			14			—			—			—			14			—
BALANCE AT SEPTEMBER 30, 2018	1	$	820	1,055		$	11		$	14,122		$	2,582		$	(1,371	)	$	(1,394	)	$	14,770		$	—

BALANCE AT JANUARY 1, 2019	1	$	820	1,025		$	11		$	13,766		$	2,828		$	(1,371	)	$	(964	)	$	15,090		$	—
Cumulative effect from change in accounting guidance	—	—		—		—			—			2			—			—			2			—
Net income	—	—		—		—			—			394			—			—			394			—
Other comprehensive income (loss), net of tax	—	—		—		—			—			—			—			366			366			—
Cash dividends declared	—	—		—		—			—			(142		)	—			—			(142		)	—
Preferred stock dividends	—	—		—		—			—			(16		)	—			—			(16		)	—
Common stock transactions:
Impact of share repurchases	—	—		(12	)	—			(190		)	—			—			—			(190		)	—
Impact of stock transactions under compensation plans, net	—	—		—		—			8			—			—			—			8			—
Other	—	—		—		—			—			—			—			—			—			11
BALANCE AT MARCH 31, 2019	1	$	820	1,013		$	11		$	13,584		$	3,066		$	(1,371	)	$	(598	)	$	15,512		$	11

BALANCE AT APRIL 1, 2019	1	$	820	1,013		$	11		$	13,584		$	3,066		$	(1,371	)	$	(598	)	$	15,512		$	11
Net income	—	—		—		—			—			390			—			—			390			—
Other comprehensive income (loss), net of tax	—	—		—		—			—			—			—			577			577			—
Cash dividends declared	—	—		—		—			—			(141		)	—			—			(141		)	—
Preferred stock dividends	—	—		—		—			—			(16		)	—			—			(16		)	—
Preferred stock transactions:
Net proceeds from issuance of 500 thousand shares of Series C, fixed to floating rate, non-cumulative perpetual preferred stock, including related surplus	1	490		—		—			—			—			—			—			490			—
Common stock transactions:
Impact of share repurchases	—	—		(13	)				(190		)	—			—			—			(190		)	—
Impact of stock transactions under compensation plans, net	—	—		4		—			(14		)	—			—			—			(14		)	—
Other	—	—		—		—			—			—			—			—			—			(11		)
BALANCE AT JUNE 30, 2019	2	$	1,310	1,004		$	11		$	13,380		$	3,299		$	(1,371	)	$	(21	)	$	16,608		$	—

BALANCE AT JULY 1, 2019	2	$	1,310	1,004		$	11		$	13,380		$	3,299		$	(1,371	)	$	(21	)	$	16,608		$	—
Net income	—	—		—		—			—			409			—			—			409			—
Other comprehensive income (loss), net of tax	—	—		—		—			—			—			—			316			316			—
Cash dividends declared	—	—		—		—			—			(150		)	—			—			(150		)	—
Preferred stock dividends	—	—		—		—			—			(24		)	—			—			(24		)	—
Common stock transactions:
Impact of share repurchases	—	—		(40	)	(1		)	(588		)	—			—			—			(589		)	—
Impact of stock transactions under compensation plans, net	—	—		—		—			11			—			—			—			11			—
BALANCE AT SEPTEMBER 30, 2019	2	$	1,310	964		$	10		$	12,803		$	3,534		$	(1,371	)	$	295		$	16,581		$	—

See notes to consolidated financial statements.

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REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS



	Nine Months Ended September 30
	2019			2018
	(In millions)
Operating activities:
Net income	$	1,193		$	1,353
Adjustments to reconcile net income to net cash from operating activities:
Provision for loan losses	291			134
Depreciation, amortization and accretion, net	321			355
Securities (gains) losses, net	26			(1		)
(Gain) on sale of business	—			(281		)
Deferred income tax expense	7			146
Originations and purchases of loans held for sale	(2,594		)	(2,419		)
Proceeds from sales of loans held for sale	2,428			2,480
(Gain) loss on sale of loans, net	(92		)	(55		)
Net change in operating assets and liabilities:
Other earning assets	(74		)	46
Interest receivable and other assets	(129		)	(39		)
Other liabilities	551			(432		)
Other	156			(16		)
Net cash from operating activities	2,084			1,271
Investing activities:
Proceeds from maturities of debt securities held to maturity	105			132
Proceeds from sales of debt securities available for sale	4,762			186
Proceeds from maturities of debt securities available for sale	2,619			2,569
Purchases of debt securities available for sale	(7,165		)	(2,760		)
Net proceeds from (payments for) bank-owned life insurance	(4		)	(3		)
Proceeds from sales of loans	405			290
Purchases of loans	(810		)	(403		)
Purchases of mortgage servicing rights	(19		)	(37		)
Net change in loans	456			(2,036		)
Net purchases of other assets	(127		)	(129		)
Proceeds from disposition of business, net of cash transferred	—			357
Net cash from investing activities	222			(1,834		)
Financing activities:
Net change in deposits	(186		)	(3,634		)
Net change in short-term borrowings	3,801			2,750
Proceeds from long-term borrowings	21,274			10,800
Payments on long-term borrowings	(24,675		)	(7,700		)
Net proceeds from issuance of preferred stock	490			—
Cash dividends on common stock	(426		)	(304		)
Cash dividends on preferred stock	(56		)	(48		)
Repurchases of common stock	(969		)	(1,752		)
Taxes paid related to net share settlement of equity awards	(29		)	(34		)
Other	(1		)	(1		)
Net cash from financing activities	(777		)	77
Net change in cash and cash equivalents	1,529			(486		)
Cash and cash equivalents at beginning of year	3,538			3,981
Cash and cash equivalents at end of period	$	5,067		$	3,495

See notes to consolidated financial statements.

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REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Three and Nine Months Ended September 30, 2019 and 2018

NOTE 1. BASIS OF PRESENTATION

Regions Financial Corporation (“Regions” or the "Company”) provides a full range of banking and bank-related services to individual and corporate customers through its subsidiaries and branch offices located across the South, Midwest and Texas. The Company competes with other financial institutions located in the states in which it operates, as well as other adjoining states. Regions is subject to the regulations of certain government agencies and undergoes periodic examinations by certain regulatory authorities.

The accounting and reporting policies of Regions and the methods of applying those policies that materially affect the consolidated financial statements conform with GAAP and with general financial services industry practices. The accompanying interim financial statements have been prepared in accordance with the instructions for Form 10-Q and, therefore, do not include all information and notes to the consolidated financial statements necessary for a complete presentation of financial position, results of operations, comprehensive income and cash flows in conformity with GAAP. In the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair presentation of the consolidated financial statements have been included. These interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto in Regions’ Annual Report on Form 10-K for the year ended December 31, 2018. Regions has evaluated all subsequent events for potential recognition and disclosure through the filing date of this Form 10-Q.

During 2019, the Company adopted new accounting guidance related to several topics. See Note 5 and Note 14 for related disclosures.

NOTE 2. DEBT SECURITIES

The amortized cost, gross unrealized gains and losses, and estimated fair value of debt securities held to maturity and debt securities available for sale are as follows:



	September 30, 2019
			Recognized in OCI ⁽¹⁾							Not Recognized in OCI
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Carrying Value		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
	(In millions)
Debt securities held to maturity:
Mortgage-backed securities:
Residential agency	$	776	$	—	$	(28	)	$	748	$	23	$	—		$	771
Commercial agency	630		—		(3		)	627		28		(2		)	653
	$	1,406	$	—	$	(31	)	$	1,375	$	51	$	(2	)	$	1,424

Debt securities available for sale:
U.S. Treasury securities	$	179	$	3	$	—		$	182						$	182
Federal agency securities	43		2		—			45							45
Mortgage-backed securities:
Residential agency	15,564		210		(43		)	15,731							15,731
Residential non-agency	2		—		—			2							2
Commercial agency	4,789		116		(10		)	4,895							4,895
Commercial non-agency	654		9		—			663							663
Corporate and other debt securities	1,431		38		(1		)	1,468							1,468
	$	22,662	$	378	$	(54	)	$	22,986						$	22,986

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	December 31, 2018
			Recognized in OCI ⁽¹⁾							Not Recognized in OCI
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Carrying Value		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
	(In millions)
Debt securities held to maturity:
Mortgage-backed securities:
Residential agency	$	883	$	—	$	(32	)	$	851	$	1	$	(10	)	$	842
Commercial agency	634		—		(3		)	631		—		(13		)	618
	$	1,517	$	—	$	(35	)	$	1,482	$	1	$	(23	)	$	1,460

Debt securities available for sale:
U.S. Treasury securities	$	284	$	—	$	(4	)	$	280						$	280
Federal agency securities	43		—		—			43							43
Mortgage-backed securities:
Residential agency	17,064		26		(466		)	16,624							16,624
Residential non-agency	2		—		—			2							2
Commercial agency	3,891		8		(64		)	3,835							3,835
Commercial non-agency	768		2		(10		)	760							760
Corporate and other debt securities	1,206		2		(23		)	1,185							1,185
	$	23,258	$	38	$	(567	)	$	22,729						$	22,729

_________

(1) The gross unrealized losses recognized in OCI on securities held to maturity resulted from a transfer of securities available for sale to held to maturity in the second quarter of 2013.

Debt securities with carrying values of $7.9 billion at both September 30, 2019, and December 31, 2018 were pledged to secure public funds, trust deposits and certain borrowing arrangements. Included within total pledged securities is approximately $24 million of encumbered U.S. Treasury securities at both September 30, 2019, and December 31, 2018.

The amortized cost and estimated fair value of debt securities held to maturity and debt securities available for sale at September 30, 2019, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.



	Amortized Cost		Estimated Fair Value
	(In millions)
Debt securities held to maturity:
Mortgage-backed securities:
Residential agency	$	776	$	771
Commercial agency	630		653
	$	1,406	$	1,424
Debt securities available for sale:
Due in one year or less	$	68	$	68
Due after one year through five years	1,100		1,120
Due after five years through ten years	431		450
Due after ten years	54		57
Mortgage-backed securities:
Residential agency	15,564		15,731
Residential non-agency	2		2
Commercial agency	4,789		4,895
Commercial non-agency	654		663
	$	22,662	$	22,986

The following tables present gross unrealized losses and the related estimated fair value of debt securities held to maturity and debt securities available for sale at September 30, 2019, and December 31, 2018. For debt securities transferred to held to

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maturity from available for sale, the analysis in the tables below is comparing the securities' original amortized cost to its current estimated fair value. These securities are segregated between investments that have been in a continuous unrealized loss position for less than twelve months and for twelve months or more.



	September 30, 2019
	Less Than Twelve Months					Twelve Months or More					Total
	Estimated Fair Value		Gross Unrealized Losses			Estimated Fair Value		Gross Unrealized Losses			Estimated Fair Value		Gross Unrealized Losses
	(In millions)
Debt securities held to maturity:
Mortgage-backed securities:
Residential agency	$	64	$	—		$	526	$	(7	)	$	590	$	(7	)
Commercial agency	—		—			133		(4		)	133		(4		)
	$	64	$	—		$	659	$	(11	)	$	723	$	(11	)

Debt securities available for sale:
Mortgage-backed securities:
Residential agency	$	2,160	$	(7	)	$	3,071	$	(36	)	$	5,231	$	(43	)
Commercial agency	966		(9		)	146		(1		)	1,112		(10		)
Corporate and other debt securities	27		—			41		(1		)	68		(1		)
	$	3,153	$	(16	)	$	3,258	$	(38	)	$	6,411	$	(54	)



	December 31, 2018
	Less Than Twelve Months					Twelve Months or More					Total
	Estimated Fair Value		Gross Unrealized Losses			Estimated Fair Value		Gross Unrealized Losses			Estimated Fair Value		Gross Unrealized Losses
	(In millions)
Debt securities held to maturity:
Mortgage-backed securities:
Residential agency	$	—	$	—		$	842	$	(42	)	$	842	$	(42	)
Commercial agency	486		(7		)	132		(9		)	618		(16		)
	$	486	$	(7	)	$	974	$	(51	)	$	1,460	$	(58	)

Debt securities available for sale:
U.S. Treasury securities	$	—	$	—		$	261	$	(4	)	$	261	$	(4	)
Mortgage-backed securities:
Residential agency	2,830		(37		)	11,010		(429		)	13,840		(466		)
Commercial agency	1,073		(13		)	2,254		(51		)	3,327		(64		)
Commercial non-agency	229		(1		)	404		(9		)	633		(10		)
Corporate and other debt securities	659		(11		)	310		(12		)	969		(23		)
	$	4,791	$	(62	)	$	14,239	$	(505	)	$	19,030	$	(567	)

The number of individual debt positions in an unrealized loss position in the tables above decreased from 1,379 at December 31, 2018, to 569 at September 30, 2019. The decrease in the number of securities and the total amount of unrealized losses from year-end 2018 was primarily due to changes in market interest rates. In instances where an unrealized loss existed, there was no indication of an adverse change in credit on the underlying positions in the tables above. As it relates to these positions, management believes no individual unrealized loss, other than those discussed below, represented an OTTI as of those dates. The Company does not intend to sell, and it is not more likely than not that the Company will be required to sell, the positions before the recovery of their amortized cost basis, which may be at maturity.

As part of the Company's normal process for evaluating OTTI, management did identify a limited number of positions where an OTTI was believed to exist in certain periods, as shown in the table below.

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Gross realized gains and gross realized losses on sales of debt securities available for sale are shown in the table below. The cost of securities sold is based on the specific identification method.



	Three Months Ended September 30						Nine Months Ended September 30
	2019			2018			2019			2018
	(In millions)
Gross realized gains	$	6		$	1		$	14		$	4
Gross realized losses	(6		)	(1		)	(39		)	(1		)
OTTI	—			—			(1		)	(2		)
Debt securities available for sale gains (losses), net	$	—		$	—		$	(26	)	$	1

NOTE 3. LOANS AND THE ALLOWANCE FOR CREDIT LOSSES

LOANS

The following table presents the distribution of Regions' loan portfolio by segment and class, net of unearned income:



	September 30, 2019		December 31, 2018
	(In millions, net of unearned income)
Commercial and industrial	$	40,179	$	39,282
Commercial real estate mortgage—owner-occupied	5,532		5,549
Commercial real estate construction—owner-occupied	365		384
Total commercial	46,076		45,215
Commercial investor real estate mortgage	4,769		4,650
Commercial investor real estate construction	1,475		1,786
Total investor real estate	6,244		6,436
Residential first mortgage	14,397		14,276
Home equity	8,597		9,257
Indirect—vehicles	2,095		3,053
Indirect—other consumer	2,821		2,349
Consumer credit card	1,322		1,345
Other consumer	1,234		1,221
Total consumer	30,466		31,501
	$	82,786	$	83,152

During the nine months ended September 30, 2019 and 2018, Regions purchased approximately $810 million and $403 million in indirect-other consumer and commercial and industrial loans from third parties, respectively.

In January 2019, Regions decided to discontinue its indirect auto lending business due to competition-based margin compression impacting overall returns on the portfolio. Regions ceased originating new indirect auto loans in the first quarter of 2019 and completed any in-process indirect auto loan closings at the end of the second quarter of 2019. The Company will remain in the direct auto lending business.

At September 30, 2019, $21.6 billion in securities and net eligible loans held by Regions were pledged to secure current and potential borrowings from the FHLB. At September 30, 2019, an additional $23.2 billion in net eligible loans held by Regions were pledged to the FRB for potential borrowings.

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ALLOWANCE FOR CREDIT LOSSES

Regions determines the appropriate level of the allowance on a quarterly basis. Refer to Note 1 “Summary of Significant Accounting Policies” to the consolidated financial statements to the Annual Report on Form 10-K for the year ended December 31, 2018, for a description of the methodology.

ROLLFORWARD OF ALLOWANCE FOR CREDIT LOSSES

The following tables present analyses of the allowance for credit losses by portfolio segment for the three and nine months ended September 30, 2019 and 2018. The total allowance for loan losses and the related loan portfolio ending balances are disaggregated to detail the amounts derived through individual evaluation and collective evaluation for impairment. The allowance for loan losses related to individually evaluated loans is attributable to reserves for non-accrual commercial and investor real estate loans and all TDRs. The allowance for loan losses and the loan portfolio ending balances related to collectively evaluated loans is attributable to the remainder of the portfolio.




	Three Months Ended September 30, 2019
	Commercial			Investor Real Estate			Consumer			Total
	(In millions)
Allowance for loan losses, July 1, 2019	$	525		$	54		$	274		$	853
Provision (credit) for loan losses	57			(6		)	57			108
Loan losses:
Charge-offs	(39		)	—			(75		)	(114		)
Recoveries	9			—			13			22
Net loan (losses) recoveries	(30		)	—			(62		)	(92		)
Allowance for loan losses, September 30, 2019	552			48			269			869
Reserve for unfunded credit commitments, July 1, 2019	46			4			—			50
Provision (credit) for unfunded credit losses	(2		)	—			—			(2		)
Reserve for unfunded credit commitments, September 30, 2019	44			4			—			48
Allowance for credit losses, September 30, 2019	$	596		$	52		$	269		$	917




	Three Months Ended September 30, 2018
	Commercial			Investor Real Estate			Consumer			Total
	(In millions)
Allowance for loan losses, July 1, 2018	$	551		$	48		$	239		$	838
Provision (credit) for loan losses	12			(1		)	73			84
Loan losses:
Charge-offs	(41		)	(1		)	(65		)	(107		)
Recoveries	10			2			13			25
Net loan (losses) recoveries	(31		)	1			(52		)	(82		)
Allowance for loan losses, September 30, 2018	532			48			260			840
Reserve for unfunded credit commitments, July 1, 2018	44			4			—			48
Provision (credit) for unfunded credit losses	2			—			—			2
Reserve for unfunded credit commitments, September 30, 2018	46			4			—			50
Allowance for credit losses, September 30, 2018	$	578		$	52		$	260		$	890

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	Nine Months Ended September 30, 2019
	Commercial			Investor Real Estate			Consumer			Total
	(In millions)
Allowance for loan losses, January 1, 2019	$	520		$	58		$	262		$	840
Provision (credit) for loan losses	121			(12		)	182			291
Loan losses:
Charge-offs	(113		)	—			(216		)	(329		)
Recoveries	24			2			41			67
Net loan (losses) recoveries	(89		)	2			(175		)	(262		)
Allowance for loan losses, September, 2019	552			48			269			869
Reserve for unfunded credit commitments, January 1, 2019	47			4			—			51
Provision (credit) for unfunded credit losses	(3		)	—			—			(3		)
Reserve for unfunded credit commitments, September, 2019	44			4			—			48
Allowance for credit losses, September 30, 2019	$	596		$	52		$	269		$	917
Portion of ending allowance for loan losses:
Individually evaluated for impairment	$	115		$	5		$	31		$	151
Collectively evaluated for impairment	437			43			238			718
Total allowance for loan losses	$	552		$	48		$	269		$	869
Portion of loan portfolio ending balance:
Individually evaluated for impairment	$	475		$	38		$	393		$	906
Collectively evaluated for impairment	45,601			6,206			30,073			81,880
Total loans evaluated for impairment	$	46,076		$	6,244		$	30,466		$	82,786



	Nine Months Ended September 30, 2018
	Commercial			Investor Real Estate			Consumer			Total
	(In millions)
Allowance for loan losses, January 1, 2018	$	591		$	64		$	279		$	934
Provision (credit) for loan losses	12			(13		)	135			134
Loan losses:
Charge-offs	(105		)	(9		)	(200		)	(314		)
Recoveries	34			6			46			86
Net loan (losses) recoveries	(71		)	(3		)	(154		)	(228		)
Allowance for loan losses, September 30, 2018	532			48			260			840
Reserve for unfunded credit commitments, January 1, 2018	49			4			—			53
Provision (credit) for unfunded credit losses	(3		)	—			—			(3		)
Reserve for unfunded credit commitments, September 30, 2018	46			4			—			50
Allowance for credit losses, September 30, 2018	$	578		$	52		$	260		$	890
Portion of ending allowance for loan losses:
Individually evaluated for impairment	$	119		$	5		$	26		$	150
Collectively evaluated for impairment	413			43			234			690
Total allowance for loan losses	$	532		$	48		$	260		$	840
Portion of loan portfolio ending balance:
Individually evaluated for impairment	$	599		$	51		$	438		$	1,088
Collectively evaluated for impairment	43,706			5,992			31,035			80,733
Total loans evaluated for impairment	$	44,305		$	6,043		$	31,473		$	81,821

PORTFOLIO SEGMENT RISK FACTORS

The following describe the risk characteristics relevant to each of the portfolio segments.

Commercial—The commercial portfolio segment includes commercial and industrial loans to commercial customers for use in normal business operations to finance working capital needs, equipment purchases or other expansion projects. Commercial also includes owner-occupied commercial real estate mortgage loans to operating businesses, which are loans for long-term financing of land and buildings, and are repaid by cash flow generated by business operations. Owner-occupied construction loans

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are made to commercial businesses for the development of land or construction of a building where the repayment is derived from revenues generated from the business of the borrower. Collection risk in this portfolio is driven by the creditworthiness of underlying borrowers, particularly cash flow from customers’ business operations, and the sensitivity to market fluctuations in commodity prices.

Investor Real Estate—Loans for real estate development are repaid through cash flow related to the operation, sale or refinance of the property. This portfolio segment includes extensions of credit to real estate developers or investors where repayment is dependent on the sale of real estate or income generated from the real estate collateral. A portion of Regions’ investor real estate portfolio segment consists of loans secured by residential product types (land, single-family and condominium loans) within Regions’ markets. Additionally, these loans are made to finance income-producing properties such as apartment buildings, office and industrial buildings, and retail shopping centers. Loans in this portfolio segment are particularly sensitive to the valuation of real estate.

Consumer—The consumer portfolio segment includes residential first mortgage, home equity, indirect-vehicles, indirect-other consumer, consumer credit card, and other consumer loans. Residential first mortgage loans represent loans to consumers to finance a residence. These loans are typically financed over a 15 to 30 year term and, in most cases, are extended to borrowers to finance their primary residence. Home equity lending includes both home equity loans and lines of credit. This type of lending, which is secured by a first or second mortgage on the borrower’s residence, allows customers to borrow against the equity in their home. Real estate market values as of the time the loan or line is secured directly affect the amount of credit extended and, in addition, changes in these values impact the depth of potential losses. Indirect-vehicles lending, which is lending initiated through third-party business partners, largely consists of loans made through automotive dealerships. Indirect-other consumer lending includes other point of sale lending through third parties. Consumer credit card lending includes Regions branded consumer credit card accounts. Other consumer loans include other revolving consumer accounts, direct consumer loans, and overdrafts. Loans in this portfolio segment are sensitive to unemployment and other key consumer economic measures.

CREDIT QUALITY INDICATORS

The following tables present credit quality indicators for portfolio segments and classes, excluding loans held for sale, as of September 30, 2019, and December 31, 2018. Commercial and investor real estate portfolio segments are detailed by categories related to underlying credit quality and probability of default. Regions assigns these categories at loan origination and reviews the relationship utilizing a risk-based approach on, at minimum, an annual basis or at any time management becomes aware of information affecting the borrowers' ability to fulfill their obligations. Both quantitative and qualitative factors are considered in this review process. These categories are utilized to develop the associated allowance for credit losses.


•	Pass—includes obligations where the probability of default is considered low;


•	Special Mention—includes obligations that have potential weakness that may, if not reversed or corrected, weaken the credit or inadequately protect the Company’s position at some future date. Obligations in this category may also be subject to economic or market conditions that may, in the future, have an adverse effect on debt service ability;


•	Substandard Accrual—includes obligations that exhibit a well-defined weakness that presently jeopardizes debt repayment, even though they are currently performing. These obligations are characterized by the distinct possibility that the Company may incur a loss in the future if these weaknesses are not corrected;


•	Non-accrual—includes obligations where management has determined that full payment of principal and interest is in doubt.

Substandard accrual and non-accrual loans are often collectively referred to as “classified.” Special mention, substandard accrual, and non-accrual loans are often collectively referred to as “criticized and classified.” Classes in the consumer portfolio segment are disaggregated by accrual status.

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	September 30, 2019
	Pass		Special Mention		Substandard Accrual		Non-accrual		Total
	(In millions)
Commercial and industrial	$	38,489	$	540	$	858	$	292	$	40,179
Commercial real estate mortgage—owner-occupied	5,176		117		171		68		5,532
Commercial real estate construction—owner-occupied	327		8		15		15		365
Total commercial	$	43,992	$	665	$	1,044	$	375	$	46,076
Commercial investor real estate mortgage	$	4,565	$	167	$	28	$	9	$	4,769
Commercial investor real estate construction	1,444		8		23		—		1,475
Total investor real estate	$	6,009	$	175	$	51	$	9	$	6,244

					Accrual		Non-accrual		Total
					(In millions)
Residential first mortgage					$	14,368	$	29	$	14,397
Home equity					8,548		49		8,597
Indirect—vehicles					2,095		—		2,095
Indirect—other consumer					2,821		—		2,821
Consumer credit card					1,322		—		1,322
Other consumer					1,234		—		1,234
Total consumer					$	30,388	$	78	$	30,466
									$	82,786



	December 31, 2018
	Pass		Special Mention		Substandard Accrual		Non-accrual		Total
	(In millions)
Commercial and industrial	$	37,963	$	666	$	346	$	307	$	39,282
Commercial real estate mortgage—owner-occupied	5,193		208		81		67		5,549
Commercial real estate construction—owner-occupied	356		7		13		8		384
Total commercial	$	43,512	$	881	$	440	$	382	$	45,215
Commercial investor real estate mortgage	$	4,444	$	52	$	143	$	11	$	4,650
Commercial investor real estate construction	1,773		6		7		—		1,786
Total investor real estate	$	6,217	$	58	$	150	$	11	$	6,436

					Accrual		Non-accrual		Total
					(In millions)
Residential first mortgage					$	14,236	$	40	$	14,276
Home equity					9,194		63		9,257
Indirect—vehicles					3,053		—		3,053
Indirect—other consumer					2,349		—		2,349
Consumer credit card					1,345		—		1,345
Other consumer					1,221		—		1,221
Total consumer					$	31,398	$	103	$	31,501
									$	83,152

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AGING ANALYSIS

The following tables include an aging analysis of DPD for each portfolio segment and class as of September 30, 2019 and December 31, 2018:



	September 30, 2019
	Accrual Loans
	30-59 DPD		60-89 DPD		90+ DPD		Total 30+ DPD		Total Accrual		Non-accrual		Total
	(In millions)
Commercial and industrial	$	37	$	13	$	10	$	60	$	39,887	$	292	$	40,179
Commercial real estate mortgage—owner-occupied	25		6		2		33		5,464		68		5,532
Commercial real estate construction—owner-occupied	—		—		—		—		350		15		365
Total commercial	62		19		12		93		45,701		375		46,076
Commercial investor real estate mortgage	2		—		—		2		4,760		9		4,769
Commercial investor real estate construction	—		—		—		—		1,475		—		1,475
Total investor real estate	2		—		—		2		6,235		9		6,244
Residential first mortgage	79		49		128		256		14,368		29		14,397
Home equity	48		24		41		113		8,548		49		8,597
Indirect—vehicles	31		9		7		47		2,095		—		2,095
Indirect—other consumer	14		8		3		25		2,821		—		2,821
Consumer credit card	10		8		19		37		1,322		—		1,322
Other consumer	15		5		5		25		1,234		—		1,234
Total consumer	197		103		203		503		30,388		78		30,466
	$	261	$	122	$	215	$	598	$	82,324	$	462	$	82,786



	December 31, 2018
	Accrual Loans
	30-59 DPD		60-89 DPD		90+ DPD		Total 30+ DPD		Total Accrual		Non-accrual		Total
	(In millions)
Commercial and industrial	$	80	$	22	$	8	$	110	$	38,975	$	307	$	39,282
Commercial real estate mortgage—owner-occupied	12		7		—		19		5,482		67		5,549
Commercial real estate construction—owner-occupied	—		—		—		—		376		8		384
Total commercial	92		29		8		129		44,833		382		45,215
Commercial investor real estate mortgage	6		—		—		6		4,639		11		4,650
Commercial investor real estate construction	—		—		—		—		1,786		—		1,786
Total investor real estate	6		—		—		6		6,425		11		6,436
Residential first mortgage	85		53		150		288		14,236		40		14,276
Home equity	47		26		34		107		9,194		63		9,257
Indirect—vehicles	40		11		9		60		3,053		—		3,053
Indirect—other consumer	13		7		1		21		2,349		—		2,349
Consumer credit card	12		9		20		41		1,345		—		1,345
Other consumer	15		5		5		25		1,221		—		1,221
Total consumer	212		111		219		542		31,398		103		31,501
	$	310	$	140	$	227	$	677	$	82,656	$	496	$	83,152

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IMPAIRED LOANS

The following tables present details related to the Company’s impaired loans as of September 30, 2019 and December 31, 2018. Loans deemed to be impaired include all TDRs and all non-accrual commercial and investor real estate loans, excluding leases. Loans that have been fully charged-off do not appear in the tables below.



	Non-accrual Impaired Loans As of September 30, 2019
					Book Value⁽³⁾
	Unpaid Principal Balance⁽¹⁾		Charge-offs and Payments Applied⁽²⁾		Total Impaired Loans on Non-accrual Status		Impaired Loans on Non-accrual Status with No Related Allowance		Impaired Loans on Non-accrual Status with Related Allowance		Related Allowance for Loan Losses		Coverage %⁽⁴⁾
	(Dollars in millions)
Commercial and industrial	$	370	$	78	$	292	$	68	$	224	$	76	41.6	%
Commercial real estate mortgage—owner-occupied	75		7		68		9		59		23		40.0
Commercial real estate construction—owner-occupied	16		1		15		3		12		5		37.5
Total commercial	461		86		375		80		295		104		41.2
Commercial investor real estate mortgage	9		—		9		—		9		2		22.2
Total investor real estate	9		—		9		—		9		2		22.2
Residential first mortgage	26		7		19		—		19		2		34.6
Home equity	6		1		5		—		5		—		16.7
Total consumer	32		8		24		—		24		2		31.3
	$	502	$	94	$	408	$	80	$	328	$	108	40.2	%



	Accruing Impaired Loans As of September 30, 2019
	Unpaid Principal Balance⁽¹⁾		Charge-offs and Payments Applied⁽²⁾		Book Value⁽³⁾		Related Allowance for Loan Losses		Coverage %⁽⁴⁾
	(Dollars in millions)
Commercial and industrial	$	82	$	—	$	82	$	10	12.2	%
Commercial real estate mortgage—owner-occupied	18		—		18		1		5.6
Total commercial	100		—		100		11		11.0
Commercial investor real estate mortgage	22		4		18		1		22.7
Commercial investor real estate construction	11		—		11		2		18.2
Total investor real estate	33		4		29		3		21.2
Residential first mortgage	206		8		198		20		13.6
Home equity	166		1		165		9		6.0
Consumer credit card	1		—		1		—		—
Other consumer	5		—		5		—		—
Total consumer	378		9		369		29		10.1
	$	511	$	13	$	498	$	43	11.0	%

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	Total Impaired Loans As of September 30, 2019
					Book Value⁽³⁾
	Unpaid Principal Balance⁽¹⁾		Charge-offs and Payments Applied⁽²⁾		Total Impaired Loans		Impaired Loans with No Related Allowance		Impaired Loans with Related Allowance		Related Allowance for Loan Losses		Coverage %⁽⁴⁾
	(Dollars in millions)
Commercial and industrial	$	452	$	78	$	374	$	68	$	306	$	86	36.3	%
Commercial real estate mortgage—owner-occupied	93		7		86		9		77		24		33.3
Commercial real estate construction—owner-occupied	16		1		15		3		12		5		37.5
Total commercial	561		86		475		80		395		115		35.8
Commercial investor real estate mortgage	31		4		27		—		27		3		22.6
Commercial investor real estate construction	11		—		11		—		11		2		18.2
Total investor real estate	42		4		38		—		38		5		21.4
Residential first mortgage	232		15		217		—		217		22		15.9
Home equity	172		2		170		—		170		9		6.4
Consumer credit card	1		—		1		—		1		—		—
Other consumer	5		—		5		—		5		—		—
Total consumer	410		17		393		—		393		31		11.7
	$	1,013	$	107	$	906	$	80	$	826	$	151	25.5	%



	Non-accrual Impaired Loans As of December 31, 2018
					Book Value⁽³⁾
	Unpaid Principal Balance⁽¹⁾		Charge-offs and Payments Applied⁽²⁾		Total Impaired Loans on Non-accrual Status		Impaired Loans on Non-accrual Status with No Related Allowance		Impaired Loans on Non-accrual Status with Related Allowance		Related Allowance for Loan Losses		Coverage %⁽⁴⁾
	(Dollars in millions)
Commercial and industrial	$	384	$	77	$	307	$	113	$	194	$	62	36.2	%
Commercial real estate mortgage—owner-occupied	76		9		67		13		54		23		42.1
Commercial real estate construction—owner-occupied	9		1		8		—		8		3		44.4
Total commercial	469		87		382		126		256		88		37.3
Commercial investor real estate mortgage	11		—		11		4		7		1		9.1
Total investor real estate	11		—		11		4		7		1		9.1
Residential first mortgage	31		8		23		—		23		2		32.3
Home equity	11		2		9		—		9		—		18.2
Total consumer	42		10		32		—		32		2		28.6
	$	522	$	97	$	425	$	130	$	295	$	91	36.0	%

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	Accruing Impaired Loans As of December 31, 2018
	Unpaid Principal Balance⁽¹⁾		Charge-offs and Payments Applied⁽²⁾		Book Value⁽³⁾		Related Allowance for Loan Losses		Coverage %⁽⁴⁾
	(Dollars in millions)
Commercial and industrial	$	84	$	—	$	84	$	14	16.7	%
Commercial real estate mortgage—owner-occupied	26		2		24		2		15.4
Total commercial	110		2		108		16		16.4
Commercial investor real estate mortgage	15		1		14		1		13.3
Total investor real estate	15		1		14		1		13.3
Residential first mortgage	194		9		185		18		13.9
Home equity	195		—		195		6		3.1
Consumer credit card	1		—		1		—		—
Other consumer	6		—		6		—		—
Total consumer	396		9		387		24		8.3
	$	521	$	12	$	509	$	41	10.2	%



	Total Impaired Loans As of December 31, 2018
					Book Value⁽³⁾
	Unpaid Principal Balance⁽¹⁾		Charge-offs and Payments Applied⁽²⁾		Total Impaired Loans		Impaired Loans with No Related Allowance		Impaired Loans with Related Allowance		Related Allowance for Loan Losses		Coverage %⁽⁴⁾
	(Dollars in millions)
Commercial and industrial	$	468	$	77	$	391	$	113	$	278	$	76	32.7	%
Commercial real estate mortgage—owner-occupied	102		11		91		13		78		25		35.3
Commercial real estate construction—owner-occupied	9		1		8		—		8		3		44.4
Total commercial	579		89		490		126		364		104		33.3
Commercial investor real estate mortgage	26		1		25		4		21		2		11.5
Total investor real estate	26		1		25		4		21		2		11.5
Residential first mortgage	225		17		208		—		208		20		16.4
Home equity	206		2		204		—		204		6		3.9
Consumer credit card	1		—		1		—		1		—		—
Other consumer	6		—		6		—		6		—		—
Total consumer	438		19		419		—		419		26		10.3
	$	1,043	$	109	$	934	$	130	$	804	$	132	23.1	%

________


(1)	Unpaid principal balance represents the contractual obligation due from the customer and includes the net book value plus charge-offs and payments applied.


(2)	Charge-offs and payments applied represents cumulative partial charge-offs taken, as well as interest payments received that have been applied against the outstanding principal balance.


(3)	Book value represents the unpaid principal balance less charge-offs and payments applied; it is shown before any allowance for loan losses.


(4)	Coverage % represents charge-offs and payments applied plus the related allowance as a percent of the unpaid principal balance.

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The following table presents the average balances of total impaired loans and interest income for the three and nine months ended September 30, 2019 and 2018. Interest income recognized represents interest on accruing loans modified in a TDR.



	Three Months Ended September 30								Nine Months Ended September 30
	2019				2018				2019				2018
	Average Balance		Interest Income Recognized		Average Balance		Interest Income Recognized		Average Balance		Interest Income Recognized		Average Balance		Interest Income Recognized
	(In millions)
Commercial and industrial	$	382	$	2	$	471	$	2	$	407	$	4	$	507	$	7
Commercial real estate mortgage—owner-occupied	84		—		120		1		86		1		141		6
Commercial real estate construction—owner-occupied	15		—		6		—		15		—		6		—
Total commercial	481		2		597		3		508		5		654		13
Commercial investor real estate mortgage	23		—		52		1		21		1		68		3
Commercial investor real estate construction	6		—		—		—		3		—		10		—
Total investor real estate	29		—		52		1		24		1		78		3
Residential first mortgage	215		3		210		2		213		6		237		6
Home equity	173		2		222		2		186		7		238		9
Consumer credit card	1		—		1		—		1		—		1		—
Other consumer	5		—		7		—		5		—		7		—
Total consumer	394		5		440		4		405		13		483		15
Total impaired loans	$	904	$	7	$	1,089	$	8	$	937	$	19	$	1,215	$	31

TROUBLED DEBT RESTRUCTURINGS

Regions regularly modifies commercial and investor real estate loans in order to facilitate a workout strategy. Similarly, Regions works to meet the individual needs of consumer borrowers to stem foreclosure through its CAP. Refer to Note 6 "Allowance For Credit Losses" in the 2018 Annual Report on Form 10-K for additional information regarding the Company's TDRs.

Further discussion related to TDRs, including their impact on the allowance for loan losses and designation of TDRs in periods subsequent to the modification is included in Note 1 "Summary of Significant Accounting Policies" in the 2018 Annual Report on Form 10-K.

The following tables present the end of period balance for loans modified in a TDR during the periods presented by portfolio segment and class, and the financial impact of those modifications. The tables include modifications made to new TDRs, as well as renewals of existing TDRs. Loans first reported as TDRs during the nine months ended September 30, 2019 and 2018 totaled approximately $185 million and $330 million, respectively.

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	Three Months Ended September 30, 2019
				Financial Impact of Modifications Considered TDRs
	Number of Obligors	Recorded Investment		Increase in Allowance at Modification
	(Dollars in millions)
Commercial and industrial	28	$	72	$	1
Commercial real estate mortgage—owner-occupied	9	4		—
Total commercial	37	76		1
Commercial investor real estate mortgage	4	1		—
Commercial investor real estate construction	5	9		1
Total investor real estate	9	10		1
Residential first mortgage	48	8		1
Home equity	17	1		—
Consumer credit card	8	—		—
Indirect—vehicles and other consumer	13	—		—
Total consumer	86	9		1
	132	$	95	$	3




	Three Months Ended September 30, 2018
				Financial Impact of Modifications Considered TDRs
	Number of Obligors	Recorded Investment		Increase in Allowance at Modification
	(Dollars in millions)
Commercial and industrial	27	$	94	$	1
Commercial real estate mortgage—owner-occupied	16	13		—
Total commercial	43	107		1
Commercial investor real estate mortgage	5	16		1
Total investor real estate	5	16		1
Residential first mortgage	43	11		1
Home equity	28	2		—
Consumer credit card	14	—		—
Indirect—vehicles and other consumer	22	1		—
Total consumer	107	14		1
	155	$	137	$	3

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	Nine Months Ended September 30, 2019
				Financial Impact of Modifications Considered TDRs
	Number of Obligors	Recorded Investment		Increase in Allowance at Modification
	(Dollars in millions)
Commercial and industrial	77	$	182	$	2
Commercial real estate mortgage—owner-occupied	42	24		—
Commercial real estate construction—owner-occupied	1	2		—
Total commercial	120	208		2
Commercial investor real estate mortgage	8	12		—
Commercial investor real estate construction	9	10		1
Total investor real estate	17	22		1
Residential first mortgage	116	26		3
Home equity	81	6		—
Consumer credit card	34	—		—
Indirect—vehicles and other consumer	62	1		—
Total consumer	293	33		3
	430	$	263	$	6



	Nine Months Ended September 30, 2018
				Financial Impact of Modifications Considered TDRs
	Number of Obligors	Recorded Investment		Increase in Allowance at Modification
	(Dollars in millions)
Commercial and industrial	82	$	308	$	4
Commercial real estate mortgage—owner-occupied	54	37		—
Total commercial	136	345		4
Commercial investor real estate mortgage	20	65		3
Total investor real estate	20	65		3
Residential first mortgage	141	25		3
Home equity	75	5		—
Consumer credit card	39	—		—
Indirect—vehicles and other consumer	55	1		—
Total consumer	310	31		3
	466	$	441	$	10

TDRs that defaulted during the three and nine months ended September 30, 2019 and 2018, and that were modified in the previous twelve months (i.e., the twelve months prior to default) were immaterial. At September 30, 2019, $4 million of commercial and investor real estate loans modified as TDRs during the three months ended September 30, 2019 were on non-accrual status.

At September 30, 2019, Regions had restructured binding unfunded commitments totaling $6 million where a concession was granted and the borrower was in financial difficulty.

NOTE 4. SERVICING OF FINANCIAL ASSETS

RESIDENTIAL MORTGAGE BANKING ACTIVITIES

The fair value of residential MSRs is calculated using various assumptions including future cash flows, market discount rates, expected prepayment rates, servicing costs and other factors. A significant change in prepayments of mortgages in the servicing portfolio could result in significant changes in the valuation adjustments, thus creating potential volatility in the carrying amount of residential MSRs. The Company compares fair value estimates and assumptions to observable market data where available, and also considers recent market activity and actual portfolio experience.

The table below presents an analysis of residential MSRs under the fair value measurement method:

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	Three Months Ended September 30						Nine Months Ended September 30
	2019			2018			2019			2018
	(In millions)
Carrying value, beginning of period	$	337		$	362		$	418		$	336
Additions	15			50			30			67
Increase (decrease) in fair value:
Due to change in valuation inputs or assumptions	(31		)	6			(102		)	38
Economic amortization associated with borrower repayments ⁽¹⁾	(14		)	(12		)	(39		)	(35		)
Carrying value, end of period	$	307		$	406		$	307		$	406

________

(1) "Economic amortization associated with borrower repayments" includes both total loan payoffs as well as partial paydowns.

On March 27, 2019, the Company sold $167 million of affordable housing residential mortgage loans and as part of the transaction kept the rights to service the loans, which resulted in a retained residential MSR of approximately $2 million.

On September 30, 2019, the Company purchased the rights to service approximately $409 million in residential mortgage loans for approximately $4 million.

Data and assumptions used in the fair value calculation, as well as the valuation’s sensitivity to rate fluctuations, related to residential MSRs (excluding related derivative instruments) are as follows:



	September 30
	2019			2018
	(Dollars in millions)
Unpaid principal balance	$	35,132		$	34,142
Weighted-average CPR (%)	14.6		%	8.3		%
Estimated impact on fair value of a 10% increase	$	(19	)	$	(23	)
Estimated impact on fair value of a 20% increase	$	(34	)	$	(44	)
Option-adjusted spread (basis points)	600			802
Estimated impact on fair value of a 10% increase	$	(6	)	$	(13	)
Estimated impact on fair value of a 20% increase	$	(13	)	$	(26	)
Weighted-average coupon interest rate	4.2		%	4.1		%
Weighted-average remaining maturity (months)	279			280
Weighted-average servicing fee (basis points)	27.3			27.3

The sensitivity calculations above are hypothetical and should not be considered to be predictive of future performance. Changes in fair value based on adverse changes in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, the effect of an adverse variation in a particular assumption on the fair value of the residential MSRs is calculated without changing any other assumption, while in reality changes in one factor may result in changes in another, which may either magnify or counteract the effect of the change. The derivative financial instruments and other hedging instruments utilized by Regions would serve to reduce the estimated impacts to fair value included in the table above.

The following table presents servicing related fees, which include contractually specified servicing fees, late fees and other ancillary income resulting from the servicing of residential mortgage loans:



	Three Months Ended September 30				Nine Months Ended September 30
	2019		2018		2019		2018
	(In millions)
Servicing related fees and other ancillary income	$	25	$	24	$	77	$	70

Residential mortgage loans are sold in the secondary market with standard representations and warranties regarding certain characteristics such as the quality of the loan, the absence of fraud, the eligibility of the loan for sale and the future servicing associated with the loan. Regions may be required to repurchase these loans at par, or make-whole or indemnify the purchasers for losses incurred when representations and warranties are breached.

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Regions maintains an immaterial repurchase liability related to residential mortgage loans sold with representations and warranty provisions. This repurchase liability is reported in other liabilities on the consolidated balance sheets and reflects management’s estimate of losses based on historical repurchase and loss trends, as well as other factors that may result in anticipated losses different from historical loss trends. Adjustments to this reserve are recorded in other non-interest expense on the consolidated statements of income.

COMMERCIAL MORTGAGE BANKING ACTIVITIES

Regions is an approved DUS lender. The DUS program provides liquidity to the multi-family housing market. In connection with the DUS program, Regions services commercial mortgage loans, retains commercial MSRs and intangible assets associated with the DUS license, and assumes a loss share guarantee associated with the loans. See Note 1 "Summary of Significant Accounting Policies" in the 2018 Annual Report on Form 10-K for additional information. Also see Note 12 for additional information related to the guarantee.

As of September 30, 2019 and December 31, 2018, the DUS servicing portfolio was approximately $3.7 billion and $3.6 billion, respectively. The related commercial MSRs were approximately $56 million at both September 30, 2019 and December 31, 2018, respectively. The estimated fair value of the commercial MSRs was approximately $61 million at September 30, 2019 and $59 million at December 31, 2018.

NOTE 5. LEASES

LESSEE

Regions' lease portfolio is primarily composed of property leases that are classified as either operating or finance leases with the majority classified as operating leases. Property leases, which primarily include office locations and retail branches, typically have original lease terms ranging from 1 year to 20 years, some of which may also include an option to extend the lease beyond the original lease term. In some circumstances, Regions may also have an option to terminate the lease early with advance notice. Regions includes renewal and termination options within the lease term if deemed reasonably certain of exercise. As most leases do not state an implicit rate, Regions utilizes the incremental borrowing rate based on information available at the lease commencement date to determine the present value of lease payments. Leases with a term of 12 months or less are not recorded on the balance sheet. Regions continues to recognize lease payments as an expense over the lease term as appropriate. The remainder of the lease portfolio is comprised of equipment leases that have remaining lease terms of 1 year to 4 years.

As of September 30, 2019, assets and liabilities recorded under operating leases for properties were $449 million and $523 million, respectively. The difference between the asset and liability balance is largely the result of lease liabilities that existed prior to the January 1, 2019 adoption of the new accounting guidance for leases. The asset is recorded within other assets and the lease liability is recorded within other liabilities on the consolidated balance sheet.

Lease expense is comprised of the following:



	Three Months Ended September 30, 2019		Nine Months Ended September 30, 2019
	(In millions)
Operating lease cost	$	20	$	61

Other information related to operating leases is as follows:



	September 30, 2019
Weighted-average remaining lease term (years)	9.3
Weighted-average discount rate (%)	3.2	%

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Future, undiscounted minimum lease payments on operating leases are as follows:



	September 30, 2019
	(In millions)
2019 (excluding the nine months ended September 30, 2019)	$	24
2020	93
2021	85
2022	77
2023	68
Thereafter	284
Total lease payments	$	631
Less: Imputed interest	108
Total present value of lease liabilities	$	523

LESSOR

Regions engages in both direct financing and sales-type leasing. Regions also has portfolios of leveraged and operating leases. These arrangements provide equipment financing for leased assets, such as vehicles and aircraft. At the commencement date, Regions (lessor) enters into an agreement with the customer (lessee) to lease the underlying equipment for a specified lease term. The lease agreements may provide customers the option to terminate the lease by buying the equipment at fair market value at the time of termination or at the end of the lease term. Regions' equipment finance asset management group performs due diligence procedures on the lease residual and overall equipment values as part of the origination process. Regions performs lease residual value reviews on an ongoing basis. In order to manage the residual value risk inherent in some of its direct financing leases, Regions purchases residual value insurance from an independent third party. The sales-type, direct financing and leveraged leases are recorded within loans and operating leases are recorded within other earning assets on the consolidated balance sheet.

The following tables present a summary of Regions' sales-type, direct financing, operating, and leveraged leases:



	Net Interest Income and Other Financing Income
	Three Months Ended September 30, 2019		Nine Months Ended September 30, 2019
	(In millions)
Sales-Type and Direct Financing	$	8	$	24
Operating	3		9
Leveraged	4		11
	$	15	$	44



	As of September 30, 2019
	Sales-Type and Direct Financing			Operating			Leveraged			Total
	(In millions)
Lease receivable	$	1,067		$	125		$	182		$	1,374
Unearned income	(225		)	(31		)	(116		)	(372		)
Guaranteed residual	43			—			—			43
Unguaranteed residual	164			216			147			527
Total net investment	$	1,049		$	310		$	213		$	1,572

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The following table presents the minimum future payments due from customers for sales-type, direct financing, and operating leases:



	September 30, 2019
	Sales-Type and Direct Financing		Operating		Total
	(In millions)
2019 (excluding the nine months ended September 30, 2019)	$	54	$	11	$	65
2020	173		42		215
2021	140		30		170
2022	119		18		137
2023	97		9		106
Thereafter	484		15		499
	$	1,067	$	125	$	1,192

NOTE 6. STOCKHOLDERS’ EQUITY AND ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

PREFERRED STOCK

The following table presents a summary of the non-cumulative perpetual preferred stock:



								September 30, 2019		December 31, 2018
	Issuance Date	Earliest Redemption Date	Dividend Rate			Liquidation Amount		Carrying Amount		Carrying Amount
	(Dollars in millions)
Series A	11/1/2012	12/15/2017	6.375	%		$	500	$	387	$	387
Series B	4/29/2014	9/15/2024	6.375	%	⁽¹⁾	500		433		433
Series C	4/30/2019	5/15/2029	5.700	%	⁽²⁾	500		490		—
						$	1,500	$	1,310	$	820

_________

(1) Dividends, if declared, will be paid quarterly at an annual rate equal to (i) for each period beginning prior to September 15, 2024, 6.375%, and (ii) for each period beginning on or after September 15, 2024, three-month LIBOR plus 3.536%.

(2) Dividends, if declared, will be paid quarterly at an annual rate equal to (i) for each period beginning prior to August 15, 2029, 5.700%, and (ii) for each period beginning on or after August 15, 2029, three-month LIBOR plus 3.148%.

For each preferred stock issuance listed above, Regions issued depositary shares, each representing a 1/40th ownership interest in a share of the Company's preferred stock, with a liquidation preference of $1,000.00 per share of preferred stock (equivalent to $25.00 per depositary share). Dividends on the preferred stock, if declared, accrue and are payable quarterly in arrears. The preferred stock has no stated maturity and redemption is solely at Regions' option, subject to regulatory approval, in whole, or in part, after the earliest redemption date or in whole, but not in part, within 90 days following a regulatory capital treatment event for the Series A preferred stock or at any time following a regulatory capital treatment event for the Series B and Series C preferred stock.

The Board of Directors declared $24 million in cash dividends on both Series A and Series B Preferred Stock during the first nine months of 2019 and 2018. In the third quarter of 2019, the Board of Directors declared the initial $8 million in cash dividends on Series C Preferred Stock. Therefore, a total of $56 million in cash dividends on total preferred stock was declared in the first nine months of 2019 compared to the total of $48 million in cash dividends on total preferred stock declared in the first nine months of 2018.

In the event Series A, Series B, or Series C preferred shares are redeemed at the liquidation amounts, $113 million, $67 million, or $10 million in excess of the redemption amount over the carrying amount will be recognized, respectively. Approximately $100 million of Series A preferred dividends that were recorded as a reduction of preferred stock, including related surplus, will be recorded as a reduction to retained earnings, and approximately $13 million of related issuance costs that were recorded as a reduction of preferred stock, including related surplus, will be recorded as a reduction to net income available to common shareholders. Approximately $52 million of Series B preferred dividends that were recorded as a reduction of preferred stock, including related surplus, will be recorded as a reduction to retained earnings, and approximately $15 million of related issuance costs that were recorded as a reduction of preferred stock, including related surplus, will be recorded as a reduction to net income

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available to common shareholders. Approximately $10 million of Series C issuance costs that were recorded as a reduction of preferred stock, including related surplus, will be recorded as a reduction to net income available to common shareholders.

COMMON STOCK

Regions was not required to participate in the 2019 CCAR; however, as required, the Company did submit its planned capital actions to the Federal Reserve for the third quarter of 2019 through the second quarter of 2020. During the second quarter of 2019, the Board authorized the repurchase of up to $1.37 billion of the Company's common stock, permitting repurchases from the beginning of the third quarter of 2019 through the second quarter of 2020. As of September 30, 2019, Regions had repurchased approximately 39.7 million shares of common stock at a total cost of approximately $589 million under this plan. All of these shares were retired upon repurchase and, therefore will not be included in treasury stock.

Prior to the new common stock repurchase plan, Regions had authorization to repurchase $2.031 billion in common shares. As of June 30, 2019, Regions had repurchased approximately 115.38 million shares of common stock, through open market purchases and a contractual repurchase agreement, at a total cost of $2.031 billion under this plan and concluded the plan during the second quarter of 2019.

Regions' Board declared a cash dividend for the third quarter of 2019 of $0.155 per common share and $0.14 per common share for both the first and second quarters of 2019, totaling $0.435 per common share for the first nine months of 2019. The Board declared a cash dividend for the third quarter of 2018 of $0.14 per share and $0.09 per common share for both the first and second quarters of 2018, totaling $0.32 per common share for the first nine months of 2018.

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Activity within the balances in accumulated other comprehensive income (loss), net is shown in the following tables:



	Three Months Ended September 30, 2019
	Unrealized losses on securities transferred to held to maturity			Unrealized gains (losses) on securities available for sale		Unrealized gains (losses) on derivative instruments designated as cash flow hedges		Defined benefit pension plans and other post employment benefits			Accumulated other comprehensive income (loss), net of tax
	(In millions)
Beginning of period	$	(24	)	$	108	$	358	$	(463	)	$	(21	)
Net change	1			133		172		10			316
End of period	$	(23	)	$	241	$	530	$	(453	)	$	295



	Three Months Ended September 30, 2018
	Unrealized losses on securities transferred to held to maturity			Unrealized gains (losses) on securities available for sale			Unrealized gains (losses) on derivative instruments designated as cash flow hedges			Defined benefit pension plans and other post employment benefits			Accumulated other comprehensive income (loss), net of tax
	(In millions)
Beginning of period	$	(30	)	$	(530	)	$	(197	)	$	(498	)	$	(1,255	)
Net change	2			(102		)	(44		)	5			(139		)
End of period	$	(28	)	$	(632	)	$	(241	)	$	(493	)	$	(1,394	)



	Nine Months Ended September 30, 2019
	Unrealized losses on securities transferred to held to maturity			Unrealized gains (losses) on securities available for sale			Unrealized gains (losses) on derivative instruments designated as cash flow hedges			Defined benefit pension plans and other post employment benefits			Accumulated other comprehensive income (loss), net of tax
	(In millions)
Beginning of period	$	(27	)	$	(397	)	$	(63	)	$	(477	)	$	(964	)
Net change	4			638			593			24			1,259
End of period	$	(23	)	$	241		$	530		$	(453	)	$	295

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	Nine Months Ended September 30, 2018
	Unrealized losses on securities transferred to held to maturity			Unrealized gains (losses) on securities available for sale			Unrealized gains (losses) on derivative instruments designated as cash flow hedges			Defined benefit pension plans and other post employment benefits			Accumulated other comprehensive income (loss), net of tax
	(In millions)
Beginning of period	$	(33	)	$	(153	)	$	(51	)	$	(512	)	$	(749	)
Net change	5			(479		)	(190		)	19			(645		)
End of period	$	(28	)	$	(632	)	$	(241	)	$	(493	)	$	(1,394	)

The following tables present amounts reclassified out of accumulated other comprehensive income (loss) for the three and nine months ended September 30, 2019 and 2018:




	Three Months Ended September 30, 2019			Three Months Ended September 30, 2018
Details about Accumulated Other Comprehensive Income (Loss) Components	Amount Reclassified from Accumulated Other Comprehensive Income (Loss)⁽¹⁾			Amount Reclassified from Accumulated Other Comprehensive Income (Loss)⁽¹⁾			Affected Line Item in the Consolidated Statements of Income
	(In millions)
Unrealized losses on securities transferred to held to maturity:
	$	(2	)	$	(3	)	Net interest income and other financing income
	1			1			Tax (expense) or benefit
	$	(1	)	$	(2	)	Net of tax
Unrealized gains and (losses) on available for sale securities:
	$	—		$	(1	)	Securities gains (losses), net
	—			—			Tax (expense) or benefit
	$	—		$	(1	)	Net of tax

Gains and (losses) on cash flow hedges:
Interest rate contracts	$	(7	)	$	—		Net interest income and other financing income
	2			—			Tax (expense) or benefit
	$	(5	)	$	—		Net of tax

Amortization of defined benefit pension plans and other post employment benefits:
Actuarial gains (losses) and settlements⁽²⁾	$	(14	)	$	(8	)	Total before tax
	3			2			Tax (expense) or benefit
	$	(11	)	$	(6	)	Net of tax

Total reclassifications for the period	$	(17	)	$	(9	)	Net of tax

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	Nine Months Ended September 30, 2019			Nine Months Ended September 30, 2018
Details about Accumulated Other Comprehensive Income (Loss) Components	Amount Reclassified from Accumulated Other Comprehensive Income (Loss)⁽¹⁾			Amount Reclassified from Accumulated Other Comprehensive Income (Loss)⁽¹⁾			Affected Line Item in the Consolidated Statements of Income
	(In millions)
Unrealized losses on securities transferred to held to maturity:
	$	(5	)	$	(7	)	Net interest income and other financing income
	1			2			Tax (expense) or benefit
	$	(4	)	$	(5	)	Net of tax
Unrealized gains and (losses) on available for sale securities:
	$	(26	)	$	—		Securities gains (losses), net
	6			—			Tax (expense) or benefit
	$	(20	)	$	—		Net of tax

Gains and (losses) on cash flow hedges:
Interest rate contracts	$	(23	)	$	16		Net interest income and other financing income
	6			(4		)	Tax (expense) or benefit
	$	(17	)	$	12		Net of tax

Amortization of defined benefit pension plans and other post employment benefits:
Actuarial gains (losses) and settlements⁽²⁾	$	(33	)	$	(27	)	Total before tax
	8			6			Tax (expense) or benefit
	$	(25	)	$	(21	)	Net of tax

Total reclassifications for the period	$	(66	)	$	(14	)	Net of tax

________

(1) Amounts in parentheses indicate reductions to net income.

(2) These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension cost and are included in other non-interest expense on the consolidated statements of income (See Note 8 for additional details).

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NOTE 7. EARNINGS PER COMMON SHARE

The following table sets forth the computation of basic earnings per common share and diluted earnings per common share:



	Three Months Ended September 30						Nine Months Ended September 30
	2019			2018			2019			2018
	(In millions, except per share amounts)
Numerator:
Income from continuing operations	$	409		$	370		$	1,193		$	1,162
Preferred stock dividends	(24		)	(16		)	(56		)	(48		)
Income from continuing operations available to common shareholders	385			354			1,137			1,114
Income from discontinued operations, net of tax	—			194			—			191
Net income available to common shareholders	$	385		$	548		$	1,137		$	1,305
Denominator:
Weighted-average common shares outstanding—basic	988			1,086			1,005			1,111
Potential common shares	3			9			5			10
Weighted-average common shares outstanding—diluted	991			1,095			1,010			1,121
Earnings per common share from continuing operations available to common shareholders⁽¹⁾:
Basic	$	0.39		$	0.33		$	1.13		$	1.00
Diluted	0.39			0.32			1.13			0.99
Earnings per common share from discontinued operations^(1)(2)(3):
Basic	$	0.00		$	0.18		$	0.00		$	0.17
Diluted	0.00			0.18			0.00			0.17
Earnings per common share⁽¹⁾:
Basic	$	0.39		$	0.50		$	1.13		$	1.18
Diluted	0.39			0.50			1.13			1.16

_________


(1)	Certain per share amounts may not appear to reconcile due to rounding.

(2)

On April 4, 2018, Regions entered into a stock purchase agreement to sell Regions Insurance Group, Inc to BB&T Insurance Holdings, Inc. The transaction closed on July 2, 2018. The transaction generated an after-tax gain of $196 million. On January 11, 2012, Regions entered into a stock purchase agreement to sell Morgan Keegan and Company and related affiliates to Raymond James Financial Inc. The sale closed on April 2, 2012.


(3)	In a period where there is a loss from discontinued operations, basic weighted-average common shares outstanding are used to determine both basic and diluted earnings per share.

The effects from the assumed exercise of 8 million and 7 million stock options, restricted stock units and awards and performance stock units for the three and nine months ended September 30, 2019 respectively, were not included in the above computations of diluted earnings per common share because such amounts would have had an antidilutive effect on earnings per common share. The effects from the assumed exercise of 5 million and 6 million stock options, restricted stock units and awards and performance stock units for the three and nine months ended September 30, 2018, respectively, was not included in the above computations of diluted earnings per common share because such amounts would have had an antidilutive effect on earnings per common share.

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NOTE 8. PENSION AND OTHER POSTRETIREMENT BENEFITS

Regions' defined benefit pension plans cover certain employees as the pension plans are closed to new entrants. The Company also sponsors a SERP, which is a non-qualified pension plan that provides certain senior executive officers defined benefits in relation to their compensation.

Net periodic pension cost (credit) includes the following components:




	Qualified Plans						Non-qualified Plans				Total
	Three Months Ended September 30
	2019			2018			2019		2018		2019			2018
	(In millions)
Service cost	$	6		$	7		$	1	$	—	$	7		$	7
Interest cost	19			18			1		2		20			20
Expected return on plan assets	(34		)	(38		)	—		—		(34		)	(38		)
Amortization of actuarial loss	10			7			2		1		12			8
Settlement charge	—			—			2		—		2			—
Net periodic pension cost (credit)	$	1		$	(6	)	$	6	$	3	$	7		$	(3	)



	Qualified Plans						Non-qualified Plans				Total
	Nine Months Ended September 30
	2019			2018			2019		2018		2019			2018
	(In millions)
Service cost	$	21		$	26		$	3	$	2	$	24		$	28
Interest cost	57			53			4		4		61			57
Expected return on plan assets	(103		)	(115		)	—		—		(103		)	(115		)
Amortization of actuarial loss	27			23			4		4		31			27
Settlement charge	—			—			2		—		2			—
Net periodic pension cost (credit)	$	2		$	(13	)	$	13	$	10	$	15		$	(3	)

The service cost component of net periodic pension cost (credit) is recorded in salaries and employee benefits on the consolidated statements of income. Components other than service cost are recorded in other non-interest expense on the consolidated statements of income.

Regions' funding policy for the qualified plans is to contribute annually at least the amount required by IRS minimum funding standards. Regions made no contributions during the first nine months of 2019.

Regions also provides other postretirement benefits, such as defined benefit health care plans and life insurance plans, that cover certain retired employees. There was no material impact from other postretirement benefits on the consolidated financial statements for the nine months ended September 30, 2019 or 2018.

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NOTE 9. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

The following tables present the notional amount and estimated fair value of derivative instruments on a gross basis as of September 30, 2019 and December 31, 2018.



	September 30, 2019						December 31, 2018
	Notional Amount		Estimated Fair Value				Notional Amount		Estimated Fair Value
	Notional Amount		Gain⁽¹⁾		Loss⁽¹⁾		Notional Amount		Gain⁽¹⁾		Loss⁽¹⁾
	(In millions)
Derivatives in fair value hedging relationships:
Interest rate swaps	$	3,682					$	3,231
Derivatives in cash flow hedging relationships:
Interest rate swaps	12,750						8,750
Interest rate floors ⁽²⁾	6,750		$	279			3,250		$	72
Total derivatives designated as hedging instruments	$	23,182	$	279			$	15,231	$	72
Derivatives not designated as hedging instruments:
Interest rate swaps	$	67,054	$	506	$	165	$	49,737	$	193	$	237
Interest rate options	8,118		26		10		7,178		29		20
Interest rate futures and forward commitments	36,319		8		17		7,961		4		9
Other contracts	8,769		53		70		7,287		72		74
Total derivatives not designated as hedging instruments	$	120,260	$	593	$	262	$	72,163	$	298	$	340
Total derivatives	$	143,442	$	872	$	262	$	87,394	$	370	$	340

Total gross derivative instruments, before netting			$	872	$	262			$	370	$	340
Less: Legally enforceable master netting agreements			102		102				108		108
Less: Cash collateral received/posted			314		104				135		71
Total gross derivative instruments, after netting ⁽³⁾			$	456	$	56			$	127	$	161

_________


(1)	Derivatives in a gain position are recorded as other assets and derivatives in a loss position are recorded as other liabilities on the consolidated balance sheets. There is no fair value presented for contracts that are characterized as settled daily.


(2)	Estimated fair value includes premium and change in fair value of the interest rate floors.


(3)	The gain amounts,which are not collateralized with cash or other assets or reserved for, represent the net credit risk on all trading and other derivative positions. As of both September 30, 2019 and December 31, 2018, financial instruments posted of $24 million were not offset in the consolidated balance sheets.

Subsequent to September 30, 2019 the Company entered into approximately $2.5 billion of notional value forward starting cash flow hedging relationships.

HEDGING DERIVATIVES

Derivatives entered into to manage interest rate risk and facilitate asset/liability management strategies are designated as hedging derivatives. Derivative financial instruments that qualify in a hedging relationship are classified, based on the exposure being hedged, as either fair value hedges or cash flow hedges. See Note 1 "Summary of Significant Accounting Policies" of the Annual Report on Form 10-K for the year ended December 31, 2018, for additional information regarding accounting policies for derivatives.

FAIR VALUE HEDGES

Fair value hedge relationships mitigate exposure to the change in fair value of an asset, liability or firm commitment.

Regions enters into interest rate swap agreements to manage interest rate exposure on the Company’s fixed-rate borrowings. These agreements involve the receipt of fixed-rate amounts in exchange for floating-rate interest payments over the life of the agreements. Regions enters into interest rate swap agreements to manage interest rate exposure on certain of the Company's fixed-rate available for sale debt securities. These agreements involve the payment of fixed-rate amounts in exchange for floating-rate interest receipts.

CASH FLOW HEDGES

Cash flow hedge relationships mitigate exposure to the variability of future cash flows or other forecasted transactions.

Regions enters into interest rate swap and floor agreements to manage overall cash flow changes related to interest rate risk exposure on LIBOR-based loans. The agreements effectively modify the Company’s exposure to interest rate risk by utilizing receive fixed/pay LIBOR interest rate swaps and interest rate floors.

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Regions recognized an unrealized after-tax gain of $60 million and $55 million in accumulated other comprehensive income (loss) at September 30, 2019 and 2018, respectively, related to discontinued cash flow hedges of loan instruments, which will be amortized into earnings in conjunction with the recognition of interest payments through 2025. Regions recognized pre-tax income of $3 million and $10 million during the three months ended September 30, 2019 and 2018, respectively, and pre-tax income of $11 million and $39 million during the nine months ended September 30, 2019 and 2018, respectively, related to the amortization of discontinued cash flow hedges of loan instruments.

Regions expects to reclassify into earnings approximately $41 million in pre-tax income due to the receipt or payment of interest payments and floor premium amortization on all cash flow hedges within the next twelve months. Included in this amount is $9 million in pre-tax net gains related to the amortization of discontinued cash flow hedges. The maximum length of time over which Regions is hedging its exposure to the variability in future cash flows for forecasted transactions is approximately seven years as of September 30, 2019, and a portion of these hedges are forward starting.

The following tables present the effect of hedging derivative instruments on the consolidated statements of income and the total amounts for the respective line items effected:



	Three Months Ended September 30, 2019
	Interest Income						Interest Expense
	Debt securities-taxable			Loans, including fees			Long-term borrowings
	(In millions)
Total amounts presented in the consolidated statements of income	$	160		$	970		$	83

Gains/(losses) on fair value hedging relationships:
Interest rate contracts:
Amounts related to interest settlements on derivatives	$	—		$	—		$	(4	)
Recognized on derivatives	(1		)	—			15
Recognized on hedged items	1			—			(15		)
Income (expense) recognized on fair value hedges	$	—		$	—		$	(4	)

Gains/(losses) on cash flow hedging relationships: ⁽¹⁾
Interest rate contracts:
Realized gains (losses) reclassified from AOCI into net income ⁽²⁾	$	—		$	(7	)	$	—
Income (expense) recognized on cash flow hedges	$	—		$	(7	)	$	—



	Three Months Ended September 30, 2018
	Interest Income				Interest Expense
	Debt securities-taxable		Loans, including fees		Long-term borrowings
	(In millions)
Total amounts presented in the consolidated statements of income	$	155	$	919	$	84

Gains/(losses) on fair value hedging relationships:
Interest rate contracts:
Amounts related to interest settlements on derivatives	$	—	$	—	$	(5	)
Recognized on derivatives	—		—		(6		)
Recognized on hedged items	—		—		5
Income (expense) recognized on fair value hedges	$	—	$	—	$	(6	)

Gains/(losses) on cash flow hedging relationships: ⁽¹⁾
Interest rate contracts:
Realized gains (losses) reclassified from AOCI into net income ⁽²⁾	$	—	$	—	$	—
Income (expense) recognized on cash flow hedges	$	—	$	—	$	—

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	Nine Months Ended September 30, 2019
	Interest Income						Interest Expense
	Debt securities-taxable			Loans, including fees			Long-term borrowings
	(In millions)
Total amounts presented in the consolidated statements of income	$	488		$	2,943		$	281

Gains/(losses) on fair value hedging relationships:
Interest rate contracts:
Amounts related to interest settlements on derivatives	$	—		$	—		$	(15	)
Recognized on derivatives	(3		)	—			105
Recognized on hedged items	3			—			(105		)
Income (expense) recognized on fair value hedges	$	—		$	—		$	(15	)

Gains/(losses) on cash flow hedging relationships: ⁽¹⁾
Interest rate contracts:
Realized gains (losses) reclassified from AOCI into net income ⁽²⁾	$	—		$	(23	)	$	—
Income (expense) recognized on cash flow hedges	$	—		$	(23	)	$	—



	Nine Months Ended September 30, 2018
	Interest Income					Interest Expense
	Debt securities-taxable			Loans, including fees		Long-term borrowings
	(In millions)
Total amounts presented in the consolidated statements of income	$	465		$	2,651	$	229

Gains/(losses) on fair value hedging relationships:
Interest rate contracts:
Amounts related to interest settlements on derivatives	$	(1	)	$	—	$	(10	)
Recognized on derivatives	5			—		(47		)
Recognized on hedged items	(5		)	—		45
Income (expense) recognized on fair value hedges	$	(1	)	$	—	$	(12	)

Gains/(losses) on cash flow hedging relationships: ⁽¹⁾
Interest rate contracts:
Realized gains (losses) reclassified from AOCI into net income ⁽²⁾	$	—		$	16	$	—
Income (expense) recognized on cash flow hedges	$	—		$	16	$	—

_____


(1)	See Note 6 for gain or (loss) recognized for cash flow hedges in AOCI.


(2)	Pre-tax

The following table presents the carrying amount and associated cumulative basis adjustment related to the application of hedge accounting that is included in the carrying amount of hedged assets and liabilities in fair value hedging relationships.



	September 30, 2019
	Hedged Items Currently Designated						Hedged Items No Longer Designated
	Carrying Amount of Assets/(Liabilities)			Hedge Accounting Basis Adjustment			Carrying Amount of Assets/(Liabilities)		Hedge Accounting Basis Adjustment
	(In millions)
Debt securities available for sale	$	36		$	2		$	312	$	1
Long-term borrowings	(3,706		)	(55		)	—		—

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	December 31, 2018
	Hedged Items Currently Designated					Hedged Items No Longer Designated
	Carrying Amount of Assets/(Liabilities)			Hedge Accounting Basis Adjustment		Carrying Amount of Assets/(Liabilities)		Hedge Accounting Basis Adjustment
	(In millions)
Debt securities available for sale	$	85		$	—	$	604	$	4
Long-term borrowings	(3,103		)	50		—		—

DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS

The Company holds a portfolio of interest rate swaps, option contracts, and futures and forward commitments that result from transactions with its commercial customers in which they manage their risks by entering into a derivative with Regions. The Company monitors and manages the net risk in this customer portfolio and enters into separate derivative contracts in order to reduce the overall exposure to pre-defined limits. For both derivatives with its end customers and derivatives Regions enters into to mitigate the risk in this portfolio, the Company is subject to market risk and the risk that the counterparty will default. The contracts in this portfolio are not designated as accounting hedges and are marked-to market through earnings (in capital markets fee income) and included in other assets and other liabilities, as appropriate.

Regions enters into interest rate lock commitments, which are commitments to originate mortgage loans whereby the interest rate on the loan is determined prior to funding and the customers have locked into that interest rate. At September 30, 2019 and December 31, 2018, Regions had $478 million and $191 million, respectively, in total notional amount of interest rate lock commitments. Regions manages market risk on interest rate lock commitments and mortgage loans held for sale with corresponding forward sale commitments. Residential mortgage loans held for sale are recorded at fair value with changes in fair value recorded in mortgage income. Commercial mortgage loans held for sale are recorded at either the lower of cost or market or at fair value based on management's election. At September 30, 2019 and December 31, 2018, Regions had $845 million and $429 million, respectively, in total notional amounts related to these forward sale commitments. Changes in mark-to-market from both interest rate lock commitments and corresponding forward sale commitments related to residential mortgage loans are included in mortgage income. Changes in mark-to-market from both interest rate lock commitments and corresponding forward sale commitments related to commercial mortgage loans are included in capital markets fee income.

Regions has elected to account for residential MSRs at fair value with any changes to fair value being recorded within mortgage income. Concurrent with the election to use the fair value measurement method, Regions began using various derivative instruments, in the form of forward rate commitments, futures contracts, swaps and swaptions to mitigate the effect of changes in the fair value of its residential MSRs in its consolidated statements of income. As of September 30, 2019 and December 31, 2018, the total notional amount related to these contracts was $5.4 billion and $5.7 billion, respectively.

The following table presents the location and amount of gain or (loss) recognized in income on derivatives not designated as hedging instruments in the consolidated statements of income for the periods presented below:



	Three Months Ended September 30						Nine Months Ended September 30
Derivatives Not Designated as Hedging Instruments	2019			2018			2019			2018
	(In millions)
Capital markets income:
Interest rate swaps	$	2		$	5		$	(1	)	$	17
Interest rate options	10			6			17			19
Interest rate futures and forward commitments	1			1			6			3
Other contracts	—			—			(1		)	4
Total capital markets income	13			12			21			43
Mortgage income:
Interest rate swaps	44			(9		)	98			(33		)
Interest rate options	(2		)	(4		)	2			(1		)
Interest rate futures and forward commitments	8			4			7			—
Total mortgage income	50			(9		)	107			(34		)
	$	63		$	3		$	128		$	9

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CREDIT DERIVATIVES

Regions has both bought and sold credit protection in the form of participations on interest rate swaps (swap participations). These swap participations, which meet the definition of credit derivatives, were entered into in the ordinary course of business to serve the credit needs of customers. Swap participations, whereby Regions has purchased credit protection, entitle Regions to receive a payment from the counterparty if the customer fails to make payment on any amounts due to Regions upon early termination of the swap transaction and have maturities between 2019 and 2026. Swap participations, whereby Regions has sold credit protection have maturities between 2019 and 2038. For contracts where Regions sold credit protection, Regions would be required to make payment to the counterparty if the customer fails to make payment on any amounts due to the counterparty upon early termination of the swap transaction. Regions bases the current status of the prepayment/performance risk on bought and sold credit derivatives on recently issued internal risk ratings consistent with the risk management practices of unfunded commitments.

Regions’ maximum potential amount of future payments under these contracts as of September 30, 2019 was approximately $587 million. This scenario occurs if variable interest rates were at zero percent and all counterparties defaulted with zero recovery. The fair value of sold protection at September 30, 2019 and 2018 was immaterial. In transactions where Regions has sold credit protection, recourse to collateral associated with the original swap transaction is available to offset some or all of Regions’ obligation.

Regions has bought credit protection in the form of credit default indices. These indices, which meet the definition of credit derivatives, were entered into in the ordinary course of business to economically hedge credit spread risk in commercial mortgage loans held for sale whereby the fair value option has been elected. Credit derivatives, whereby Regions has purchased credit protection, entitle Regions to receive a payment from the counterparty if losses on the underlying index exceed a certain threshold, dependent upon the tranche rating of the capital structure.

CONTINGENT FEATURES

Certain of Regions’ derivative instrument contracts with broker-dealers contain credit-related termination provisions and/or credit-related provisions regarding the posting of collateral, allowing those broker-dealers to terminate the contracts in the event that Regions’ and/or Regions Bank’s credit ratings falls below specified ratings from certain major credit rating agencies. The aggregate fair values of all derivative instruments with any credit-risk-related contingent features that were in a liability position on September 30, 2019 and December 31, 2018, were $58 million and $45 million, respectively, for which Regions had posted collateral of $58 million and $43 million, respectively, in the normal course of business.

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NOTE 10. FAIR VALUE MEASUREMENTS

See Note 1 “Summary of Significant Accounting Policies” to the consolidated financial statements of the Annual Report on Form 10-K for the year ended December 31, 2018 for a description of valuation methodologies for assets and liabilities measured at fair value on a recurring and non-recurring basis. Assets and liabilities measured at fair value rarely transfer between Level 1 and Level 2 measurements. Marketable equity securities and debt securities available for sale may be periodically transferred to or from Level 3 valuation based on management’s conclusion regarding the observability of inputs used in valuing the securities. Such transfers are accounted for as if they occur at the beginning of a reporting period.

The following table presents assets and liabilities measured at estimated fair value on a recurring basis and non-recurring basis as of September 30, 2019 and December 31, 2018:



	September 30, 2019								December 31, 2018
	Level 1		Level 2		Level 3⁽¹⁾		Total Estimated Fair Value		Level 1		Level 2		Level 3⁽¹⁾		Total Estimated Fair Value
	(In millions)
Recurring fair value measurements
Debt securities available for sale:
U.S. Treasury securities	$	182	$	—	$	—	$	182	$	280	$	—	$	—	$	280
Federal agency securities	—		45		—		45		—		43		—		43
Mortgage-backed securities (MBS):
Residential agency	—		15,731		—		15,731		—		16,624		—		16,624
Residential non-agency	—		—		2		2		—		—		2		2
Commercial agency	—		4,895		—		4,895		—		3,835		—		3,835
Commercial non-agency	—		663		—		663		—		760		—		760
Corporate and other debt securities	—		1,467		1		1,468		—		1,182		3		1,185
Total debt securities available for sale	$	182	$	22,801	$	3	$	22,986	$	280	$	22,444	$	5	$	22,729
Loans held for sale	$	—	$	488	$	9	$	497	$	—	$	251	$	—	$	251
Marketable equity securities	$	514	$	—	$	—	$	514	$	429	$	—	$	—	$	429
Residential mortgage servicing rights	$	—	$	—	$	307	$	307	$	—	$	—	$	418	$	418
Derivative assets:
Interest rate swaps	$	—	$	506	$	—	$	506	$	—	$	193	$	—	$	193
Interest rate options	—		293		12		305		—		96		5		101
Interest rate futures and forward commitments	—		8		—		8		—		4		—		4
Other contracts	1		51		1		53		2		70		—		72
Total derivative assets	$	1	$	858	$	13	$	872	$	2	$	363	$	5	$	370
Derivative liabilities:
Interest rate swaps	$	—	$	165	$	—	$	165	$	—	$	237	$	—	$	237
Interest rate options	—		10		—		10		—		20		—		20
Interest rate futures and forward commitments	—		17		—		17		—		9		—		9
Other contracts	1		62		7		70		2		69		3		74
Total derivative liabilities	$	1	$	254	$	7	$	262	$	2	$	335	$	3	$	340
Non-recurring fair value measurements
Loans held for sale	$	—	$	—	$	8	$	8	$	—	$	—	$	10	$	10
Foreclosed property and other real estate	—		22		1		23		—		16		3		19
Equity investments without a readily determinable fair value	—		—		32		32		—		—		27		27

_________


(1)	All following disclosures related to Level 3 recurring and non-recurring assets do not include those deemed to be immaterial.

Assets and liabilities in all levels could result in volatile and material price fluctuations. Realized and unrealized gains and losses on Level 3 assets represent only a portion of the risk to market fluctuations in Regions’ consolidated balance sheets. Further, derivatives included in Levels 2 and 3 are used by ALCO in a holistic approach to managing price fluctuation risks.

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The following tables illustrate rollforwards for all material assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three and nine months ended September 30, 2019 and 2018, respectively. The net changes in realized gains (losses) included in earnings related to Level 3 assets and liabilities held at September 30, 2019 and 2018 are not material.

Three Months Ended September 30, 2019

Opening
Balance July 1, 2019

Total Realized /

Unrealized

Gains or Losses

Purchases

Sales

Issuances

Settlements

Transfers
into
Level 3

Transfers
out of
Level 3

Closing
Balance September 30, 2019

Included

Earnings

Included

in Other

Compre-

hensive

Income

(Loss)

(In millions)

Level 3 Instruments Only

Residential mortgage servicing rights

337

(45

)

⁽¹⁾

—

307

Three Months Ended September 30, 2018

Opening
Balance July 1, 2018

Total Realized /
Unrealized
Gains or Losses

Purchases

Sales

Issuances

Settlements

Transfers
into
Level 3

Transfers
out of
Level 3

Closing
Balance September 30, 2018

Included
in Earnings

Included
in Other
Compre-
hensive
Income
(Loss)

(In millions)

Level 3 Instruments Only

Residential mortgage servicing rights

362

)

⁽¹⁾

—

406

Nine Months Ended September 30, 2019

Opening
Balance
January 1,
2019

Total Realized /

Unrealized

Gains or Losses

Purchases

Sales

Issuances

Settlements

Transfers
into
Level 3

Transfers
out of
Level 3

Closing
Balance September 30, 2019

Included

Earnings

Included

in Other

Compre-

hensive

Income

(Loss)

(In millions)

Level 3 Instruments Only

Residential mortgage servicing rights

418

(141

)

⁽¹⁾

—

307

Nine Months Ended September 30, 2018

Opening

Balance

January 1,

2018

Total Realized /
Unrealized
Gains or Losses

Purchases

Sales

Issuances

Settlements

Transfers
into
Level 3

Transfers
out of
Level 3

Closing
Balance September 30, 2018

Included
in Earnings

Included
in Other
Compre-
hensive
Income
(Loss)

(In millions)

Level 3 Instruments Only

Residential mortgage servicing rights

336

⁽¹⁾

—

406

_________

(1) Included in mortgage income.

The following table presents the fair value adjustments related to non-recurring fair value measurements:

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	Three Months Ended September 30						Nine Months Ended September 30
	2019			2018			2019			2018
	(In millions)
Loans held for sale	$	(3	)	$	(4	)	$	(9	)	$	(10	)
Foreclosed property and other real estate	(2		)	(3		)	(41		)	(13		)
Equity investments without a readily determinable fair value	7			5			1			13

The following tables present detailed information regarding material assets and liabilities measured at fair value using significant unobservable inputs (Level 3) as of September 30, 2019, and December 31, 2018. The tables include the valuation techniques and the significant unobservable inputs utilized. The range of each significant unobservable input as well as the weighted-average within the range utilized at September 30, 2019, and December 31, 2018, are included. Following the tables are descriptions of the valuation techniques and the sensitivity of the techniques to changes in the significant unobservable inputs.



	September 30, 2019
	Level 3 Estimated Fair Value at September 30, 2019	Valuation Technique	Unobservable Input(s)	Quantitative Range of Unobservable Inputs and (Weighted-Average)
	(Dollars in millions)
Recurring fair value measurements:
Residential mortgage servicing rights⁽¹⁾	$307	Discounted cash flow	Weighted-average CPR (%)	8.0% - 31.3% (14.6%)
			OAS (%)	5.2% - 9.2% (6.0%)

_________

(1) See Note 4 for additional disclosures related to assumptions used in the fair value calculation for residential mortgage servicing rights.



	December 31, 2018
	Level 3 Estimated Fair Value at December 31, 2018	Valuation Technique	Unobservable Input(s)	Quantitative Range of Unobservable Inputs and (Weighted-Average)
	(Dollars in millions)
Recurring fair value measurements:
Residential mortgage servicing rights⁽¹⁾	$418	Discounted cash flow	Weighted-average CPR (%)	4.4% - 42.6% (9.0%)
			OAS (%)	5.7% - 15.0% (7.6%)

_________

(1) See Note 7 to the consolidated financial statements of the Annual Report on Form 10-K for the year ended December 31, 2018 for additional disclosures related to assumptions used in the fair value calculation for residential mortgage servicing rights.

RECURRING FAIR VALUE MEASUREMENTS USING SIGNIFICANT UNOBSERVABLE INPUTS

Residential mortgage servicing rights

The significant unobservable inputs used in the fair value measurement of residential MSRs are OAS and CPR. This valuation requires generating cash flow projections over multiple interest rate scenarios and discounting those cash flows at a risk-adjusted rate. Additionally, the impact of prepayments and changes in the OAS are based on a variety of underlying inputs including servicing costs. Increases or decreases to the underlying cash flow inputs will have a corresponding impact on the value of the MSR asset. The net change in unrealized gains (losses) included in earnings related to MSRs held at period end are disclosed as the changes in valuation inputs or assumptions included in the MSR rollforward table in Note 4. See Note 4 for these amounts and additional disclosures related to assumptions used in the fair value calculation for MSRs.

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FAIR VALUE OPTION

Regions has elected the fair value option for all FNMA and FHLMC eligible residential mortgage loans and certain commercial mortgage loans originated with the intent to sell. These elections allow for a more effective offset of the changes in fair values of the loans and the derivative instruments used to economically hedge them without the burden of complying with the requirements for hedge accounting. Regions has not elected the fair value option for other loans held for sale primarily because they are not economically hedged using derivative instruments. Fair values of residential mortgage loans held for sale are based on traded market prices of similar assets where available and/or discounted cash flows at market interest rates, adjusted for securitization activities that include servicing values and market conditions, and are recorded in loans held for sale in the consolidated balance sheets.

The following table summarizes the difference between the aggregate fair value and the aggregate unpaid principal balance for mortgage loans held for sale measured at fair value:



	September 30, 2019						December 31, 2018
	Aggregate Fair Value		Aggregate Unpaid Principal		Aggregate Fair Value Less Aggregate Unpaid Principal		Aggregate Fair Value		Aggregate Unpaid Principal		Aggregate Fair Value Less Aggregate Unpaid Principal
	(In millions)
Mortgage loans held for sale, at fair value	$	497	$	483	$	14	$	251	$	242	$	9

Interest income on mortgage loans held for sale is recognized based on contractual rates and is reflected in interest income on loans held for sale in the consolidated statements of income. The following table details net gains and losses resulting from changes in fair value of these loans, which were recorded in mortgage income in the consolidated statements of income during the three and nine months ended September 30, 2019 and 2018. These changes in fair value are mostly offset by economic hedging activities. An immaterial portion of these amounts was attributable to changes in instrument-specific credit risk.



	Net gains (losses) resulting from changes in fair value
	Three Months Ended September 30						Nine Months Ended September 30
	2019			2018			2019		2018
	(In millions)
Mortgage loans held for sale, at fair value	$	(1	)	$	(4	)	$	4	$	(4	)

The carrying amounts and estimated fair values, as well as the level within the fair value hierarchy, of the Company’s financial instruments as of September 30, 2019 are as follows:



	September 30, 2019
	Carrying Amount		Estimated Fair Value⁽¹⁾		Level 1		Level 2		Level 3
	(In millions)
Financial assets:
Cash and cash equivalents	$	5,067	$	5,067	$	5,067	$	—	$	—
Debt securities held to maturity	1,375		1,424		—		1,424		—
Debt securities available for sale	22,986		22,986		182		22,801		3
Loans held for sale	548		548		—		515		33
Loans (excluding leases), net of unearned income and allowance for loan losses⁽²⁾⁽³⁾	80,655		80,422		—		—		80,422
Other earning assets⁽⁴⁾	1,450		1,450		514		936		—
Derivative assets	872		872		1		858		13
Financial liabilities:
Derivative liabilities	262		262		1		254		7
Deposits	94,305		94,360		—		94,360		—
Short-term borrowings	5,401		5,401		—		5,401		—
Long-term borrowings	9,128		9,499		—		7,960		1,539
Loan commitments and letters of credit	71		506		—		—		506

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_________

(1)

Estimated fair values are consistent with an exit price concept. The assumptions used to estimate the fair values are intended to approximate those that a market participant would use in a hypothetical orderly transaction. In estimating fair value, the Company makes adjustments for estimated changes in interest rates, market liquidity and credit spreads in the periods they are deemed to have occurred.


(2)	The estimated fair value of portfolio loans assumes sale of the loans to a third-party financial investor. Accordingly, the value to the Company if the loans were held to maturity is not reflected in the fair value estimate. The fair value discount on the loan portfolio's net carrying amount at September 30, 2019 was $233 million or 0.3 percent.


(3)	Excluded from this table is the capital lease carrying amount of $1.3 billion at September 30, 2019.


(4)	Excluded from this table is the operating lease carrying amount of $310 million at September 30, 2019.

The carrying amounts and estimated fair values, as well as the level within the fair value hierarchy, of the Company's financial instruments as of December 31, 2018 are as follows:



	December 31, 2018
	Carrying Amount		Estimated Fair Value⁽¹⁾		Level 1		Level 2		Level 3
	(In millions)
Financial assets:
Cash and cash equivalents	$	3,538	$	3,538	$	3,538	$	—	$	—
Debt securities held to maturity	1,482		1,460		—		1,460		—
Debt securities available for sale	22,729		22,729		280		22,444		5
Loans held for sale	304		304		—		287		17
Loans (excluding leases), net of unearned income and allowance for loan losses⁽²⁾⁽³⁾	81,054		79,386		—		—		79,386
Other earning assets⁽⁴⁾	1,350		1,350		429		921		—
Derivative assets	370		370		2		363		5
Financial liabilities:
Derivative liabilities	340		340		2		335		3
Deposits	94,491		94,531		—		94,531		—
Short-term borrowings	1,600		1,600		—		1,600		—
Long-term borrowings	12,424		12,610		—		12,408		202
Loan commitments and letters of credit	79		435		—		—		435

_________

(1)

(2)

The estimated fair value of portfolio loans assumes sale of the loans to a third-party financial investor. Accordingly, the value to the Company if the loans were held to maturity is not reflected in the fair value estimate. In the whole loan market, financial investors are generally requiring a higher rate of return than the return inherent in loans if held to maturity. The fair value discount on the loan portfolio's net carrying amount at December 31, 2018 was $1.7 billion or 2.1 percent.


(3)	Excluded from this table is the capital lease carrying amount of $1.1 billion at December 31, 2018.


(4)	Excluded from this table is the operating lease carrying amount of $369 million at December 31, 2018.

NOTE 11. BUSINESS SEGMENT INFORMATION

Each of Regions’ reportable segments is a strategic business unit that serves specific needs of Regions’ customers based on the products and services provided. The segments are based on the manner in which management views the financial performance of the business. The Company has three reportable segments: Corporate Bank, Consumer Bank, and Wealth Management, with the remainder split between Discontinued Operations and Other. Additional information about the Company's reportable segments is included in Regions' Annual Report on Form 10-K for the year ended December 31, 2018.

The application and development of management reporting methodologies is a dynamic process and is subject to periodic enhancements. As these enhancements are made, financial results presented by each reportable segment may be periodically revised.

Discontinued operations includes all brokerage and investment activities associated with the sale of Morgan Keegan which closed on April 2, 2012, as well as the sale of Regions Insurance Group, Inc. and related affiliates, which closed on July 2, 2018. See Note 3 "Discontinued Operations" to the consolidated financial statements in the Annual Report on Form 10-K for the year ended December 31, 2018 for further discussion.

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The following tables present financial information for each reportable segment for the period indicated.



	Three Months Ended September 30, 2019
	Corporate Bank		Consumer Bank		Wealth Management		Other			Continuing Operations		Discontinued Operations		Consolidated
	(In millions)
Net interest income and other financing income (loss)	$	359	$	586	$	45	$	(53	)	$	937	$	—	$	937
Provision (credit) for loan losses	47		85		4		(28		)	108		—		108
Non-interest income	126		324		85		23			558		—		558
Non-interest expense	228		525		87		31			871		—		871
Income (loss) before income taxes	210		300		39		(33		)	516		—		516
Income tax expense (benefit)	53		75		10		(31		)	107		—		107
Net income (loss)	$	157	$	225	$	29	$	(2	)	$	409	$	—	$	409
Average assets	$	53,798	$	34,931	$	2,191	$	33,743		$	124,663	$	—	$	124,663



	Three Months Ended September 30, 2018
	Corporate Bank		Consumer Bank		Wealth Management		Other			Continuing Operations		Discontinued Operations		Consolidated
	(In millions)
Net interest income and other financing income (loss)	$	345	$	560	$	49	$	(12	)	$	942	$	1	$	943
Provision (credit) for loan losses	43		80		4		(43		)	84		—		84
Non-interest income	137		287		80		15			519		280		799
Non-interest expense	225		518		84		95			922		7		929
Income (loss) before income taxes	214		249		41		(49		)	455		274		729
Income tax expense (benefit)	53		62		10		(40		)	85		80		165
Net income (loss)	$	161	$	187	$	31	$	(9	)	$	370	$	194	$	564
Average assets	$	51,694	$	35,142	$	2,257	$	34,433		$	123,526	$	—	$	123,526



	Nine Months Ended September 30, 2019
	Corporate Bank		Consumer Bank		Wealth Management		Other			Continuing Operations		Discontinued Operations		Consolidated
	(In millions)
Net interest income and other financing income (loss)	$	1,077	$	1,748	$	136	$	(134	)	$	2,827	$	—	$	2,827
Provision (credit) for loan losses	133		251		12		(105		)	291		—		291
Non-interest income	391		898		245		20			1,554		—		1,554
Non-interest expense	693		1,561		262		76			2,592		—		2,592
Income (loss) before income taxes	642		834		107		(85		)	1,498		—		1,498
Income tax expense (benefit)	161		209		27		(92		)	305		—		305
Net income (loss)	$	481	$	625	$	80	$	7		$	1,193	$	—	$	1,193
Average assets	$	53,975	$	35,137	$	2,191	$	34,134		$	125,437	$	—	$	125,437

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	Nine Months Ended September 30, 2018
	Corporate Bank		Consumer Bank		Wealth Management		Other			Continuing Operations		Discontinued Operations		Consolidated
	(In millions)
Net interest income and other financing income (loss)	$	1,019	$	1,643	$	146	$	(31	)	$	2,777	$	1	$	2,778
Provision (credit) for loan losses	132		233		12		(243		)	134		—		134
Non-interest income	417		852		236		33			1,538		349		1,887
Non-interest expense	685		1,551		260		221			2,717		79		2,796
Income (loss) before income taxes	619		711		110		24			1,464		271		1,735
Income tax expense (benefit)	155		178		28		(59		)	302		80		382
Net income (loss)	$	464	$	533	$	82	$	83		$	1,162	$	191	$	1,353
Average assets	$	51,271	$	34,985	$	2,311	$	34,651		$	123,218	$	109	$	123,327

NOTE 12. COMMITMENTS, CONTINGENCIES AND GUARANTEES

COMMERCIAL COMMITMENTS

Regions issues off-balance sheet financial instruments in connection with lending activities. The credit risk associated with these instruments is essentially the same as that involved in extending loans to customers and is subject to Regions’ normal credit approval policies and procedures. Regions measures inherent risk associated with these instruments by recording a reserve for unfunded commitments based on an assessment of the likelihood that the guarantee will be funded and the creditworthiness of the customer or counterparty. Collateral is obtained based on management’s assessment of the creditworthiness of the customer.

Credit risk associated with these instruments is represented by the contractual amounts indicated in the following table:



	September 30, 2019		December 31, 2018
	(In millions)
Unused commitments to extend credit	$	52,622	$	51,406
Standby letters of credit	1,500		1,428
Commercial letters of credit	69		44
Liabilities associated with standby letters of credit	23		28
Assets associated with standby letters of credit	25		29
Reserve for unfunded credit commitments	48		51

Unused commitments to extend credit—To accommodate the financial needs of its customers, Regions makes commitments under various terms to lend funds to consumers, businesses and other entities. These commitments include (among others) credit card and other revolving credit agreements, term loan commitments and short-term borrowing agreements. Many of these loan commitments have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of these commitments are expected to expire without being funded, the total commitment amounts do not necessarily represent future liquidity requirements.

Standby letters of credit—Standby letters of credit are also issued to customers, which commit Regions to make payments on behalf of customers if certain specified future events occur. Regions has recourse against the customer for any amount required to be paid to a third party under a standby letter of credit. Historically, a large percentage of standby letters of credit expire without being funded. The contractual amount of standby letters of credit represents the maximum potential amount of future payments Regions could be required to make and represents Regions’ maximum credit risk.

Commercial letters of credit—Commercial letters of credit are issued to facilitate foreign or domestic trade transactions for customers. As a general rule, drafts will be drawn when the goods underlying the transaction are in transit.

LEGAL CONTINGENCIES

Regions and its subsidiaries are subject to loss contingencies related to litigation, claims, investigations and legal and administrative cases and proceedings arising in the ordinary course of business. Regions evaluates these contingencies based on information currently available, including advice of counsel. Regions establishes accruals for those matters when a loss contingency is considered probable and the related amount is reasonably estimable. Any accruals are periodically reviewed and may be adjusted

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as circumstances change. Some of Regions' exposure with respect to loss contingencies may be offset by applicable insurance coverage. In determining the amounts of any accruals or estimates of possible loss contingencies however, Regions does not take into account the availability of insurance coverage. To the extent that Regions has an insurance recovery, the proceeds are recorded in the period the recovery is received.

In addition, Regions has agreed to indemnify Raymond James for all legal matters resulting from pre-closing activities in conjunction with the sale of Morgan Keegan and recorded an indemnification obligation at fair value in the second quarter of 2012.

When it is practicable, Regions estimates possible loss contingencies, whether or not there is an accrued probable loss. When Regions is able to estimate such possible losses, and when it is reasonably possible Regions could incur losses in excess of amounts accrued, Regions discloses the aggregate estimation of such possible losses. Regions currently estimates that it is reasonably possible that it may experience losses in excess of what Regions has accrued in an aggregate amount of up to approximately $20 million as of September 30, 2019, with it also being reasonably possible that Regions could incur no losses in excess of amounts accrued. However, as available information changes, the matters for which Regions is able to estimate, as well as the estimates themselves will be adjusted accordingly. The reasonably possible estimate includes legal contingencies that are subject to the indemnification agreement with Raymond James.

Assessments of litigation and claims exposure are difficult because they involve inherently unpredictable factors including, but not limited to, the following: whether the proceeding is in the early stages; whether damages are unspecified, unsupported, or uncertain; whether there is a potential for punitive or other pecuniary damages; whether the matter involves legal uncertainties, including novel issues of law; whether the matter involves multiple parties and/or jurisdictions; whether discovery has begun or is not complete; whether meaningful settlement discussions have commenced; and whether the lawsuit involves class allegations. Assessments of class action litigation, which is generally more complex than other types of litigation, are particularly difficult, especially in the early stages of the proceeding when it is not known whether a class will be certified or how a potential class, if certified, will be defined. As a result, Regions may be unable to estimate reasonably possible losses with respect to some of the matters disclosed below, and the aggregated estimated amount discussed above may not include an estimate for every matter disclosed below.

Regions is involved in formal and informal information-gathering requests, investigations, reviews, examinations and proceedings by various governmental regulatory agencies, law enforcement authorities and self-regulatory bodies regarding Regions’ business, Regions' business practices and policies, and the conduct of persons with whom Regions does business. Additional inquiries will arise from time to time. In connection with those inquiries, Regions receives document requests, subpoenas and other requests for information. The inquiries, including the one described below, could develop into administrative, civil or criminal proceedings or enforcement actions that could result in consequences that have a material effect on Regions' consolidated financial position, results of operations or cash flows as a whole. Such consequences could include adverse judgments, findings, settlements, penalties, fines, orders, injunctions, restitution, or alterations in our business practices, and could result in additional expenses and collateral costs, including reputational damage.

Regions is cooperating with an investigation by the United States Attorney’s Office for the Eastern District of New York pertaining to Regions' banking relationship with a former customer and accounts maintained by related entities and individuals affiliated with the customer who may be involved in criminal activity, as well as related aspects of Regions' Anti-Money Laundering and Bank Secrecy Act compliance program.

While the final outcome of litigation and claims exposures or of any inquiries is inherently unpredictable, management is currently of the opinion that the outcome of pending and threatened litigation and inquiries will not have a material effect on Regions’ business, consolidated financial position, results of operations or cash flows as a whole. However, in the event of unexpected future developments, it is reasonably possible that an adverse outcome in any of the matters discussed above could be material to Regions’ business, consolidated financial position, results of operations or cash flows for any particular reporting period of occurrence.

GUARANTEES

INDEMNIFICATION OBLIGATION

As discussed in Note 3 in the Annual Report on Form 10-K for the year ended December 31, 2018, on April 2, 2012 (“Closing Date”), Regions closed the sale of Morgan Keegan and related affiliates to Raymond James. In connection with the sale, Regions agreed to indemnify Raymond James for all legal matters related to pre-closing activities, including matters filed subsequent to the Closing Date that relate to actions that occurred prior to closing. Losses under the indemnification include legal and other expenses, such as costs for judgments, settlements and awards associated with the defense and resolution of the indemnified matters. The maximum potential amount of future payments that Regions could be required to make under the indemnification is indeterminable due to the indefinite term of some of the obligations. As of September 30, 2019, the carrying value and fair value of the indemnification obligation were immaterial.

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FANNIE MAE DUS LOSS SHARE GUARANTEE

Regions is a DUS lender. The DUS program provides liquidity to the multi-family housing market. Regions services loans sold to Fannie Mae and is required to provide a loss share guarantee equal to one-third for the majority of its DUS servicing portfolio. At September 30, 2019 and December 31, 2018, the Company's DUS servicing portfolio totaled approximately $3.7 billion and $3.6 billion, respectively. Regions' maximum quantifiable contingent liability related to its loss share guarantee was approximately $1.2 billion at both September 30, 2019 and December 31, 2018. The Company would be liable for this amount only if all of the loans it services for Fannie Mae, for which the Company retains some risk of loss, were to default and all of the collateral underlying these loans was determined to be without value at the time of settlement. Therefore, the maximum quantifiable contingent liability is not representative of the actual loss the Company would be expected to incur. The estimated fair value of the associated loss share guarantee recorded as a liability on the Company's consolidated balance sheets was approximately $5 million at September 30, 2019 and $4 million at December 31, 2018. Refer to Note 1 "Summary of Significant Accounting Policies" to the consolidated financial statements in the Annual Report on Form 10-K for the year ended December 31, 2018, for additional information.

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NOTE 13. REVENUE RECOGNITION

The Company records revenue when control of the promised products or services is transferred to the customer, in an amount that reflects the consideration Regions expects to be entitled to receive in exchange for those products or services. Refer to Note 1 “Summary of Significant Accounting Policies” to the consolidated financial statements to the Annual Report on Form 10-K for the year ended December 31, 2018, for descriptions of the accounting and reporting policies related to revenue recognition.

The following tables present total non-interest income disaggregated by major product category for each reportable segment for the period indicated.



	Three Months Ended September 30, 2019
	Corporate Bank		Consumer Bank		Wealth Management		Other Segment Revenue			Other⁽¹⁾			Continuing Operations		Discontinued Operations
	(In millions)
Service charges on deposit accounts	$	38	$	146	$	1	$	(1	)	$	2		$	186	$	—
Card and ATM fees	13		108		—		(1		)	(6		)	114		—
Investment management and trust fee income	—		—		63		—			—			63		—
Capital markets income	13		—		—		—			23			36		—
Mortgage income	—		—		—		—			56			56		—
Investment services fee income	—		—		20		—			—			20		—
Commercial credit fee income	—		—		—		—			19			19		—
Bank-owned life insurance	—		—		—		—			18			18		—
Securities gains (losses), net	—		—		—		—			—			—		—
Market value adjustments on employee benefit assets - defined benefit	—		—		—		—			—			—		—
Market value adjustments on employee benefit assets - other	—		—		—		—			7			7		—
Other miscellaneous income	6		13		1		2			17			39		—
	$	70	$	267	$	85	$	—		$	136		$	558	$	—



	Three Months Ended September 30, 2018
	Corporate Bank		Consumer Bank		Wealth Management		Other Segment Revenue			Other⁽¹⁾			Continuing Operations		Discontinued Operations
	(In millions)
Service charges on deposit accounts	$	36	$	142	$	1	$	(2	)	$	2		$	179	$	—
Card and ATM fees	13		102		—		1			(5		)	111		—
Investment management and trust fee income	—		—		59		—			—			59		—
Capital markets income	15		—		—		—			30			45		—
Mortgage income	—		—		—		—			32			32		—
Investment services fee income	—		—		18		—			—			18		—
Commercial credit fee income	—		—		—		—			18			18		—
Bank-owned life insurance	—		—		—		—			18			18		—
Securities gains (losses), net	—		—		—		—			—			—		(1		)
Market value adjustments on employee benefit assets - defined benefit	—		—		—		—			2			2		—
Market value adjustments on employee benefit assets - other	—		—		—		—			5			5		—
Insurance commissions and fees	—		—		1		1			—			2		—
Gain on sale of business	—		—		—		—			—			—		$	281
Other miscellaneous income	4		11		1		(1		)	15			30		—
	$	68	$	255	$	80	$	(1	)	$	117		$	519	$	280

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	Nine Months Ended September 30, 2019
	Corporate Bank		Consumer Bank		Wealth Management		Other Segment Revenue			Other⁽¹⁾			Continuing Operations			Discontinued Operations
	(In millions)
Service charges on deposit accounts	$	116	$	419	$	2	$	—		$	5		$	542		$	—
Card and ATM fees	44		315		—		—			(16		)	343			—
Investment management and trust fee income	—		—		179		—			—			179			—
Capital markets income	51		—		—		—			66			117			—
Mortgage income	—		—		—		—			114			114			—
Investment services fee income	—		—		59		—			—			59			—
Commercial credit fee income	—		—		—		—			55			55			—
Bank-owned life insurance	—		—		—		—			60			60			—
Securities gains (losses), net	—		—		—		—			(26		)	(26		)	—
Market value adjustments on employee benefit assets - defined benefit	—		—		—		—			5			5			—
Market value adjustments on employee benefit assets - other	—		—		—		—			4			4			—
Other miscellaneous income	13		46		3		(2		)	42			102			—
	$	224	$	780	$	243	$	(2	)	$	309		$	1,554		$	—



	Nine Months Ended September 30, 2018
	Corporate Bank		Consumer Bank		Wealth Management		Other Segment Revenue			Other⁽¹⁾			Continuing Operations		Discontinued Operations
	(In millions)
Service charges on deposit accounts	$	109	$	408	$	3	$	(1	)	$	6		$	525	$	—
Card and ATM fees	39		300		—		1			(13		)	327		—
Investment management and trust fee income	—		—		175		—			—			175		—
Capital markets income	59		—		—		—			93			152		—
Mortgage income	—		—		—		—			107			107		—
Investment services fee income	—		—		54		—			—			54		—
Commercial credit fee income	—		—		—		—			52			52		—
Bank-owned life insurance	—		—		—		—			53			53		—
Securities gains (losses), net	—		—		—		—			1			1		(1		)
Market value adjustments on employee benefit assets - defined benefit	—		—		—		—			1			1		—
Market value adjustments on employee benefit assets - other	—		—		—		—			3			3		—
Insurance commissions and fees	—		—		1		2			—			3		69
Gain on sale of business	—		—		—		—			—			—		281
Other miscellaneous income	13		32		3		(1		)	38			85		—
	$	220	$	740	$	236	$	1		$	341		$	1,538	$	349

________


(1)	This revenue is not impacted by the accounting guidance related to revenue from contracts with customers and continues to be recognized when earned in accordance with the Company's existing revenue recognition policy.

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NOTE 14. RECENT ACCOUNTING PRONOUNCEMENTS



Standard	Description	Required Date of Adoption	Effect on Regions' financial statements or other significant matters
Standards Adopted (or partially adopted) in 2019
ASU 2016-02, Leases ASU 2018-01, Land Easement Practical Expedient for Transition to Topic 842 ASU 2018-10, Narrow Amendments to Topic 842 ASU 2018-11, Targeted Improvements to Topic 842 ASU 2018-20, Narrow-Scope Improvements for Lessors ASU 2019-01, Codification Improvements	This ASU creates ASC Topic 842, Leases, and supersedes Topic 840, Leases. The new guidance requires lessees to record a right-of-use asset and a corresponding liability equal to the present value of future rental payments on their balance sheets for all leases with a term greater than one year. There are not significant changes to lessor accounting; however, there were certain improvements made to align lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. This guidance expands both quantitative and qualitative required disclosures.	January 1, 2019	Regions adopted the standard on January 1, 2019 using the optional transition method, which allowed for a modified retrospective method of adoption with an immaterial cumulative effect adjustment to retained earnings without restating comparable periods. Regions elected the relief package of practical expedients for which there is no requirement to reassess existence of leases, their classification, and initial direct costs. Regions also applied the exemption for short-term leases with a term of less than one year, whereby Regions does not recognize a lease liability or right-of-use asset on the balance sheet but instead recognizes lease payments as an expense over the lease term as appropriate. For property leases, Regions did not elect the practical expedient to combine lease and non-lease components. The standard resulted in recognition of right-of-use assets and lease liabilities for operating leases, while accounting for finance leases remains largely unchanged. Adoption of the standard resulted in the recognition of additional right-of-use assets and lease liabilities for operating leases of approximately $451 million as of January 1, 2019. Operating lease right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most leases do not state an implicit rate, Regions utilizes the incremental borrowing rate based on information available at the commencement date to determine the present value of the lease payments. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the option will be exercised. Lease expenses are recognized on a straight-line basis over the lease term.
ASU 2017-08, Receivables- Nonrefundable Fees and Other Costs	This ASU amends Subtopic 310-20, Receivables-Nonrefundable Fees and Other Costs, to shorten the amortization period for certain purchased callable debt securities held at a premium to the earliest call date. Current guidance generally requires entities to amortize a premium as a yield adjustment over the contractual life of the instrument. Shortening the amortization period is generally expected to more closely align the recognition of interest income with expectations incorporated into the pricing of the underlying securities. The amendments do not affect the accounting treatment of discounts. This ASU should be adopted on a modified retrospective basis.	January 1, 2019	The adoption of this guidance did not have a material impact.

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Standard	Description	Required Date of Adoption	Effect on Regions' financial statements or other significant matters
Standards Adopted (or partially adopted) in 2019
ASU 2017-08, Receivables- Nonrefundable Fees and Other Costs	This ASU amends Subtopic 310-20, Receivables-Nonrefundable Fees and Other Costs, to shorten the amortization period for certain purchased callable debt securities held at a premium to the earliest call date. Current guidance generally requires entities to amortize a premium as a yield adjustment over the contractual life of the instrument. Shortening the amortization period is generally expected to more closely align the recognition of interest income with expectations incorporated into the pricing of the underlying securities. The amendments do not affect the accounting treatment of discounts. This ASU should be adopted on a modified retrospective basis.	January 1, 2019	The adoption of this guidance did not have a material impact.
ASU 2018-07, Compensation - Stock Compensation	This ASU amends and expands the scope of Topic 718, Compensation-Stock Compensation, to include share-based payment transactions for acquiring goods and services for non-employees. Under this guidance, the accounting for share-based payments to non-employees and employees will be substantially aligned. The measurement of equity-classified non-employee awards will now be fixed at the grant date.	January 1, 2019	The adoption of this guidance did not have a material impact.
ASU 2018-09, Codification Improvements	The FASB issued this ASU to clarify, improve, and correct errors in the Codification. The ASU covers nine amendments, which affect a wide variety of Topics including business combinations, debt, derivatives and hedging, and defined contribution pension plans. Some amendments do not require transition guidance and are effective upon issuance, while others will be applicable for Regions starting in 2019.	January 1, 2019	The adoption of this guidance did not have a material impact.
ASU 2018-16, Derivatives and Hedging	This ASU amends Topic 815, Derivatives and Hedging, to expand the list of U.S. benchmark interest rates permitted in applying hedge accounting. The amendments permit all entities that elect to apply hedge accounting to benchmark interest rate hedges under ASC 815, Derivatives and Hedging, to use the OIS rate based on the SOFR as a U.S. benchmark interest rate in addition to the four eligible U.S. benchmark interest rates. The amendments should be applied prospectively for qualifying new or redesignated hedging relationships entered into on or after the date of adoption.	January 1, 2019	The adoption of this guidance did not have a material impact.
ASU 2019-07, Codification Improvements in Response to the SEC's Disclosure Update and Simplification Initiative	This ASU incorporates the SEC's final rules on Disclosure Update and Simplification and Investment Company Reporting Modernization. In 2018, the SEC issued Release No. 33-10532, Disclosure Update and Simplification, which amended certain disclosure requirements that had become redundant, outdated or superseded.	July 19, 2019 Effective upon issuance.	The adoption of this guidance did not have a material impact.

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Standard	Description	Required Date of Adoption	Effect on Regions' financial statements or other significant matters
Standards Not Yet Adopted
ASU 2016-13, Measurement of Credit Losses on Financial Instruments ASU 2018-19, Codification Improvements to Topic 326 ASU 2019-04, Codification Improvements to Topic 326 ASU 2019-05, Targeted Transition Relief to Topic 326	This ASU amends Topic 326, Financial Instruments- Credit Losses to replace the current incurred loss accounting model with a current expected credit loss approach (CECL) for financial instruments measured at amortized cost and other commitments to extend credit. The amendments require entities to consider all available relevant information when estimating current expected credit losses, including details about past events, current conditions, and reasonable and supportable forecasts. The resulting allowance for credit losses is to reflect the portion of the amortized cost basis that the entity does not expect to collect. The amendments also eliminate the current accounting model for purchased credit impaired loans and debt securities. Additional quantitative and qualitative disclosures are required upon adoption. While the CECL model does not apply to available for sale debt securities, the ASU does require entities to record an allowance when recognizing credit losses for available for sale securities, rather than reduce the amortized cost of the securities by direct write-offs. The ASU should be adopted on a modified retrospective basis. Entities that have loans accounted for under ASC 310-30 at the time of adoption should prospectively apply the guidance in this amendment for purchase credit deteriorated assets.	January 1, 2020 Early adoption is permitted.	Regions’ cross-functional implementation team, which is co-led by Finance and Risk Management, has developed a project plan that results in running a CECL parallel production during 2019 and the adoption of the standard in the first quarter of 2020. Key project implementation activities for the remainder of 2019 include continued challenge of CECL assumptions and estimated results; continued development of supporting analytics; production and reporting efficiencies; completion of documentation, policies and disclosures; and end-to-end process and control testing. The project implementation plan establishes a parallel processing timeline which began with a limited parallel run in the first quarter of 2019. Parallel runs will continue to be enhanced throughout the year. The third quarter (using data and assumptions as of June 30, 2019) parallel run included enhanced analytics, the qualitative framework and a parallel governance/decisioning process. A suite of controls including governance, data, forecast and model controls is in place to support the parallel process; however, controls will continue to be refined over the remainder of 2019. Regions provides updates to senior management and to the Audit Committee and Risk Committee of the Board of Directors. These communications provide an update on the status of the implementation as discussed above. Regions expects that the September 30, 2019 allowance for credit losses of $917 million may increase by approximately $500 million to $600 million upon adoption. This estimate is based on loan exposure balances and Regions' internally developed macroeconomic forecast as of June 30, 2019, which provides for a relatively stable macroeconomic environment over a two year reasonable and supportable forecast period. After the forecast period, the Company reverts to longer term historical loss experience, adjusted for prepayments, to estimate losses over the remaining life. The estimated increase in the allowance at adoption is primarily the result of significant increases within residential first mortgage, home equity lending, consumer credit card and indirect-other consumer loan classes. Residential first mortgage and home equity lending products are impacted by having the longest time to maturity. Additionally, home equity lines of credit have the majority of future principal payment resets not beginning until 2023 and beyond with approximately 48% of the portfolio in a second lien position. Both consumer credit card and a significant portion of indirect-other consumer point of sale lending through third parties are unsecured. Regions' credit card accounts are primarily revolving, as opposed to accounts in which customers pay off their balances monthly. The disclosed estimate is subject to change based on continuous review and challenge of the models, resulting analytics, assumptions, methodologies and judgments. The impact at adoption will also be influenced by the loan portfolio composition and quality at the adoption date, as well as, macroeconomic conditions and forecasts at that time. The impact will be reflected as an adjustment to beginning retained earnings, net of income taxes, at adoption. Federal banking regulatory agencies have provided relief for an initial capital decrease at adoption by allowing the impact to be phased-in, such that 25% of the transitional amounts are phased-in with the impact of adoption completely recognized by the beginning of the fourth year. The adoption of CECL in 2020 will also impact Regions ongoing earnings, perhaps materially, due in part to changes in the macroeconomic forecast.

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Standard	Description	Required Date of Adoption	Effect on Regions' financial statements or other significant matters
Standards Not Yet Adopted
ASU 2017-04, Simplifying the Test for Goodwill Impairment	This ASU amends Topic 350, Intangibles-Goodwill and Other, and eliminates Step 2 from the goodwill impairment test.	January 1, 2020 Early adoption is permitted.	Regions believes the adoption of this guidance will not have a material impact. Regions does not plan to early adopt.
ASU 2018-15, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement	This ASU amends Topic 350-40, Intangibles-Goodwill and Other-Internal-Use Software, regarding a customer's accounting for implementation, set-up, and other upfront costs incurred in a cloud computing arrangement that is hosted by the vendor, i.e. a service contract. Customers will apply the same criteria for capitalizing implementation costs as they would for an arrangement that has a software license. The amendments also prescribe the balance sheet, income statement, and cash flow classification of the capitalized implementation costs and related amortization expense, and require additional quantitative and qualitative disclosures.	January 1, 2020 Early adoption is permitted.	Regions believes the adoption of this guidance will not have a material impact. Regions does not plan to early adopt.
ASU 2018-17, Targeted Improvements to Related Party Guidance for Variable Interest Entities	This ASU amends Topic 810, Consolidation, guidance on how all reporting entities evaluate indirect interests held through related parties in common control arrangements when determining whether fees paid to decision makers and service providers are variable interests.	January 1, 2020 Early adoption is permitted.	Regions believes the adoption of this guidance will not have a material impact. Regions does not plan to early adopt.
ASU 2019-04, Codification Improvements to Topics 815 and 825	This ASU amends Topic 815, Derivatives and Hedging, by providing clarification on ASU 2017-12, which the Company previously adopted. The amendment provides clarity on the term used to measure the change in fair value on a partial term hedge of interest rate risk. The amendment also provides additional guidance on the amortization of the basis adjustment on partial term hedges. This ASU also amends Topic 825, Financial Instruments, by providing clarification on ASU 2016-01, which the Company previously adopted. The amendment clarifies that an entity must remeasure a security without a readily determinable fair value at fair value in accordance with Topic 820 when an orderly transaction is identified for an identical or similar investment.	January 1, 2020 Early adoption is permitted.	Regions believes the adoption of this guidance will not have a material impact. Regions does not plan to early adopt.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

INTRODUCTION

The following discussion and analysis is part of Regions Financial Corporation’s (“Regions” or the “Company”) Quarterly Report on Form 10-Q filed with the SEC and updates Regions’ Annual Report on Form 10-K for the year ended December 31, 2018, which was previously filed with the SEC. This financial information is presented to aid in understanding Regions’ financial position and results of operations and should be read together with the financial information contained in the Form 10-K. See Note 1 "Basis of Presentation" and Note 14 "Recent Accounting Pronouncements" to the consolidated financial statements for further detail. The emphasis of this discussion will be on the three and nine months ended September 30, 2019 compared to the three and nine months ended September 30, 2018 for the consolidated statements of income. For the consolidated balance sheets, the emphasis of this discussion will be the balances as of September 30, 2019 compared to December 31, 2018.

This discussion and analysis contains statements that may be considered “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. See pages 6 through 8 for additional information regarding forward-looking statements.

CORPORATE PROFILE

Regions is a financial holding company headquartered in Birmingham, Alabama, that operates in the South, Midwest and Texas. Regions provides traditional commercial, retail and mortgage banking services, as well as other financial services in the fields of asset management, wealth management, securities brokerage, trust services, merger and acquisition advisory services and other specialty financing.

Regions conducts its banking operations through Regions Bank, an Alabama state-chartered commercial bank that is a member of the Federal Reserve System. At September 30, 2019, Regions operated 1,425 total branch outlets. Regions carries out its strategies and derives its profitability from three reportable business segments: Corporate Bank, Consumer Bank, and Wealth Management, with the remainder split between Discontinued Operations and Other. See Note 11 “Business Segment Information” to the consolidated financial statements for more information regarding Regions’ segment reporting structure.

On May 31, 2019, Regions entered into an agreement to acquire Highland Associates, Inc., an institutional investment firm based in Birmingham, Alabama. The transaction closed on August 1, 2019.

On April 4, 2018, Regions entered into a stock purchase agreement to sell Regions Insurance Group, Inc. and related affiliates to BB&T Insurance Holdings, Inc. The transaction closed on July 2, 2018. The transaction resulted in a $281 million gain ($196 million after tax). On January 11, 2012, Regions entered into a stock purchase agreement to sell Morgan Keegan and related affiliates to Raymond James. The sale closed on April 2, 2012. Regions Investment Management, Inc. and Regions Trust were not included in the sale; they are included in the Wealth Management segment. See Note 3 “Discontinued Operations” to the consolidated financial statements in the Annual Report on Form 10-K for the year ended December 31, 2018 for further discussion.

Regions’ profitability, like that of many other financial institutions, is dependent on its ability to generate revenue from net interest income and other financing income as well as non-interest income sources. Net interest income and other financing income is primarily the difference between the interest income Regions receives on interest-earning assets, such as loans and securities, and the interest expense Regions pays on interest-bearing liabilities, principally deposits and borrowings. Regions’ net interest income and other financing income is impacted by the size and mix of its balance sheet components and the interest rate spread between interest earned on its assets and interest paid on its liabilities. Net interest income and other financing income also includes rental income and depreciation expense associated with operating leases for which Regions is the lessor. Non-interest income includes fees from service charges on deposit accounts, card and ATM fees, mortgage servicing and secondary marketing, investment management and trust activities, capital markets and other customer services which Regions provides. Results of operations are also affected by the provision for loan losses and non-interest expenses such as salaries and employee benefits, occupancy, professional, legal and regulatory expenses, FDIC insurance assessments, and other operating expenses, as well as income taxes.

Economic conditions, competition, new legislation and related rules impacting regulation of the financial services industry and the monetary and fiscal policies of the Federal government significantly affect most, if not all, financial institutions, including Regions. Lending and deposit activities and fee income generation are influenced by levels of business spending and investment, consumer income, consumer spending and savings, capital market activities, and competition among financial institutions, as well as customer preferences, interest rate conditions and prevailing market rates on competing products in Regions’ market areas.

Regions’ business strategy is focused on providing a competitive mix of products and services, delivering quality customer service, and continuing to develop and optimize distribution channels that include a branch distribution network with offices in convenient locations, as well as electronic and mobile banking.

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THIRD QUARTER OVERVIEW

Regions reported net income available to common shareholders of $385 million, or $0.39 per diluted share, in the third quarter of 2019 compared to $548 million, or $0.50 per diluted share, in the third quarter of 2018. Net income available to common shareholders from continuing operations was $385 million, or $0.39 per diluted share, in the third quarter of 2019 compared to $354 million, or $0.32 per diluted share, in the third quarter of 2018. The primary driver of the decrease in net income from the prior year period was the $196 million after-tax gain from the sale of the Regions Insurance Group, which was reflected in discontinued operations in the third quarter of 2018. The primary drivers of the increase in results from continuing operations from the prior year period were higher non-interest income and lower non-interest expense, which were partially offset by increases in the provision for loan losses and income taxes. The increase in earnings per share from continuing operations was also driven by lower share repurchases period over period.

For the third quarter of 2019, net interest income and other financing income (taxable-equivalent basis) totaled $950 million, down $6 million compared to the third quarter of 2018. The net interest margin (taxable-equivalent basis) was 3.44 percent for the third quarter of 2019 and 3.47 percent in the third quarter of 2018. Net interest income and other financing income and net interest margin were negatively impacted by higher funding costs. This was mostly offset by the impact of higher short-term market interest rates, benefits from securities repositioning, higher average loan balances and favorable loan remixing.

The provision for loan losses totaled $108 million in the third quarter of 2019 compared to $84 million during the third quarter of 2018. Refer to the "Allowance for Credit Losses" section of Management's Discussion and Analysis for further detail.

Net charge-offs totaled $92 million, or an annualized 0.44 percent of average loans, in the third quarter of 2019, compared to $82 million, or an annualized 0.40 percent for the third quarter of 2018. See Note 3 "Loans and the Allowance for Credit Losses" to the consolidated financial statements for additional information.

The allowance for loan losses was 1.05 percent of total loans, net of unearned income at September 30, 2019 compared to 1.01 percent at December 31, 2018. The allowance for loan losses was 188 percent of total non-performing loans at September 30, 2019 compared to 169 percent at December 31, 2018. Total non-performing loans decreased to 0.56 percent of total loans, net of unearned income, at September 30, 2019, compared to 0.60 percent at December 31, 2018.

Non-interest income from continuing operations was $558 million for the third quarter of 2019, a $39 million increase from the third quarter of 2018. The increase was primarily driven by increased service charges on deposit accounts, mortgage income and other non-interest income, partially offset by a decrease in capital markets income. See Table 21 "Non-Interest Income from Continuing Operations" for more detail.

Total non-interest expense from continuing operations was $871 million in the third quarter of 2019, a $51 million decrease from the third quarter of 2018. The decrease was primarily driven by lower other miscellaneous expenses, FDIC insurance assessments, and professional and legal fees, partially offset by an increase in salaries and employee benefits, and Visa Class B shares expense. See Table 22 "Non-Interest Expense from Continuing Operations" for more detail.

Income tax expense from continuing operations for the three months ended September 30, 2019 was $107 million compared to $85 million for the same period in 2018. See "Income Taxes" toward the end of the Management’s Discussion and Analysis section of this report for more detail.

Expectations



2019 Expectations
Category		Expectation
Full year adjusted average loan growth		Low to mid-single digits
Full year adjusted total revenue growth		Approximately 2 percent ⁽¹⁾
Full year adjusted non-interest expense		Relatively stable ⁽²⁾
Net charge-offs / average loans		40-50 basis points
Effective tax rate		20%-21%⁽³⁾
		Expect to generate positive adjusted operating leverage.

________


(1)	Revised from previous expectation of lower end of 2%-4%.


(2)	Revised from previous expectation of stable to down slightly.


(3)	Revised from previous expectation of 20%-22%.

The reconciliation with respect to these forward-looking non-GAAP measures is expected to be consistent with the actual non-GAAP reconciliations within Management's Discussion and Analysis of this Form 10-Q. For more information related to the Company's expectations, including additional guidance within the ranges disclosed above, refer to the related sub-sections discussed in more detail within Management's Discussion and Analysis of this Form 10-Q.

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BALANCE SHEET ANALYSIS

The following sections provide expanded discussion of significant changes in certain line items in asset, liability, and equity categories.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents increased approximately $1.5 billion from year-end 2018 to September 30, 2019, due primarily to an increase in cash on deposit with the FRB, as the result of normal day-to-day operating variations.

DEBT SECURITIES

The following table details the carrying values of debt securities, including both available for sale and held to maturity:

Table 1— Debt Securities



	September 30, 2019		December 31, 2018
	(In millions)
U.S. Treasury securities	$	182	$	280
Federal agency securities	45		43
Mortgage-backed securities:
Residential agency	16,479		17,475
Residential non-agency	2		2
Commercial agency	5,522		4,466
Commercial non-agency	663		760
Corporate and other debt securities	1,468		1,185
	$	24,361	$	24,211

Regions maintains a highly rated securities portfolio consisting primarily of agency mortgage-backed securities. See Note 2 "Debt Securities" to the consolidated financial statements for additional information.

Debt securities available for sale, which constitute the majority of the securities portfolio, are an important tool used to manage interest rate sensitivity and provide a primary source of liquidity for the Company. See the "Market Risk-Interest Rate Risk" and "Liquidity Risk" sections for more information.

During the third quarter of 2019, the Company continued to execute its securities portfolio optimization strategy which included repositioning agency MBS into prepayment protected securities, primarily agency commercial MBS in an effort reduce future net interest income and other financing income variability to the long end of the yield curve. The portfolio was reduced on an amortized cost basis; however, changes in the market rate environment have increased the fair value of the portfolio to a level that is greater than the value at December 31, 2018.

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LOANS HELD FOR SALE

Loans held for sale totaled $548 million at September 30, 2019, consisting of $488 million of residential real estate mortgage loans, $52 million of commercial mortgage and other loans, and $8 million of non-performing loans. At December 31, 2018, loans held for sale totaled $304 million, consisting of $256 million of residential real estate mortgage loans, $38 million of commercial mortgage and other loans, and $10 million of non-performing loans. The levels of residential real estate and commercial mortgage loans held for sale that are part of the Company's mortgage originations to be sold fluctuate depending on the timing of origination and sale to third parties.

LOANS

Loans, net of unearned income, represented approximately 74 percent of Regions’ interest-earning assets at September 30, 2019. The following table presents the distribution of Regions’ loan portfolio by portfolio segment and class, net of unearned income:

Table 2—Loan Portfolio



	September 30, 2019		December 31, 2018
	(In millions, net of unearned income)
Commercial and industrial	$	40,179	$	39,282
Commercial real estate mortgage—owner-occupied	5,532		5,549
Commercial real estate construction—owner-occupied	365		384
Total commercial	46,076		45,215
Commercial investor real estate mortgage	4,769		4,650
Commercial investor real estate construction	1,475		1,786
Total investor real estate	6,244		6,436
Residential first mortgage	14,397		14,276
Home equity	8,597		9,257
Indirect—vehicles	2,095		3,053
Indirect—other consumer	2,821		2,349
Consumer credit card	1,322		1,345
Other consumer	1,234		1,221
Total consumer	30,466		31,501
	$	82,786	$	83,152

PORTFOLIO CHARACTERISTICS

The following sections describe the composition of the portfolio segments and classes disclosed in Table 2, explain changes in balances from 2018 year-end, and highlight the related risk characteristics. Regions believes that its loan portfolio is well diversified by product, client, and geography throughout its footprint. However, the loan portfolio may be exposed to certain concentrations of credit risk which exist in relation to individual borrowers or groups of borrowers, certain types of collateral, certain types of industries, certain loan products, or certain regions of the country. See Note 3 “Loans and the Allowance for Credit Losses” to the consolidated financial statements for additional discussion.

Commercial

The commercial portfolio segment includes commercial and industrial loans to commercial customers for use in normal business operations to finance working capital needs, equipment purchases and other expansion projects. Commercial and industrial loans increased $897 million since year-end 2018. The increase was broad-based across industry sectors and geographic markets, driven primarily by increases in line utilization, expansion of existing customer relationships and the addition of new relationships. Commercial also includes owner-occupied commercial real estate mortgage loans to operating businesses, which are loans for long-term financing of land and buildings, and are repaid by cash flows generated by business operations. Owner-occupied commercial real estate construction loans are made to commercial businesses for the development of land or construction of a building where the repayment is derived from revenues generated from the business of the borrower.

Over half of the Company’s total loans are included in the commercial portfolio segment. These balances are spread across numerous industries, as noted in the table below. The Company manages the related risks to this portfolio by setting certain lending limits for each significant industry.

The following tables provide detail of Regions' commercial lending balances in selected industries.

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Table 3—Selected Industry Exposure



	September 30, 2019
	Loans		Unfunded Commitments		Total Exposure
	(In millions)
Administrative, support, waste and repair	$	1,344	$	931	$	2,275
Agriculture	513		211		724
Educational services	2,743		501		3,244
Energy	2,286		2,460		4,746
Financial services	4,161		4,060		8,221
Government and public sector	2,807		498		3,305
Healthcare	3,783		1,909		5,692
Information	1,583		919		2,502
Manufacturing	4,405		3,903		8,308
Professional, scientific and technical services	1,803		1,356		3,159
Real estate	6,849		6,884		13,733
Religious, leisure, personal and non-profit services	1,716		770		2,486
Restaurant, accommodation and lodging	1,862		470		2,332
Retail trade	2,566		1,830		4,396
Transportation and warehousing	1,965		1,146		3,111
Utilities	1,895		2,382		4,277
Wholesale goods	3,431		2,579		6,010
Other ⁽¹⁾	364		2,701		3,065
Total commercial	$	46,076	$	35,510	$	81,586



	December 31, 2018 ⁽²⁾
	Loans		Unfunded Commitments		Total Exposure
	(In millions)
Administrative, support, waste and repair	$	1,353	$	882	$	2,235
Agriculture	550		235		785
Educational services	2,500		606		3,106
Energy	2,275		2,408		4,683
Financial services	4,063		3,670		7,733
Government and public sector	2,826		506		3,332
Healthcare	3,854		1,869		5,723
Information	1,446		1,002		2,448
Manufacturing	4,543		4,061		8,604
Professional, scientific and technical services	1,730		1,434		3,164
Real estate	6,696		6,567		13,263
Religious, leisure, personal and non-profit services	1,735		766		2,501
Restaurant, accommodation and lodging	2,071		590		2,661
Retail trade	2,362		2,267		4,629
Transportation and warehousing	1,869		974		2,843
Utilities	1,729		2,287		4,016
Wholesale goods	3,356		2,549		5,905
Other ⁽¹⁾	257		2,458		2,715
Total commercial	$	45,215	$	35,131	$	80,346

________


(1)	"Other" contains balances related to non-classifiable and invalid business industry codes offset by payments in process and fee accounts that are not available at the loan level.

(2)

As customers' businesses evolve (e.g. up or down the vertical manufacturing chain), Regions may need to change the assigned business industry code used to define the customer relationship. When these changes occur, Regions does not recast the customer history for prior periods into the new classification because the business industry code used in the prior period was deemed appropriate. As a result, comparable period changes may be impacted.

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Investor Real Estate

Loans for real estate development are repaid through cash flows related to the operation, sale or refinance of the property. This portfolio segment includes extensions of credit to real estate developers or investors where repayment is dependent on the sale of real estate or income generated from the real estate collateral. A portion of Regions’ investor real estate portfolio segment consists of loans secured by residential product types (land, single-family and condominium loans) within Regions’ markets. Additionally, this category includes loans made to finance income-producing properties such as apartment buildings, office and industrial buildings, and retail shopping centers. Total investor real estate loans decreased $192 million in comparison to 2018 year-end balances. Due to the nature of the cash flows typically used to repay investor real estate loans, these loans are particularly vulnerable to weak economic conditions.

Residential First Mortgage

Residential first mortgage loans represent loans to consumers to finance a residence. These loans are typically financed over a 15 to 30 year term and, in most cases, are extended to borrowers to finance their primary residence. These loans increased $121 million in comparison to 2018 year-end balances. During the first quarter 2019, $167 million of affordable housing residential mortgage loans were sold, which generated an $8 million pre-tax gain. Approximately $2.2 billion in new loan originations were retained on the balance sheet through the first nine months of 2019.

Home Equity

Home equity lending includes both home equity loans and lines of credit. This type of lending, which is secured by a first or second mortgage on the borrower's residence, allows customers to borrow against the equity in their homes. The home equity portfolio decreased by $660 million in comparison to 2018 year-end balances. Substantially all of this portfolio was originated through Regions’ branch network.

The following table presents information regarding the future principal payment reset dates for the Company's home equity lines of credit as of September 30, 2019. The balances presented are based on maturity date for lines with a balloon payment and draw period expiration date for lines that convert to a repayment period.

Table 4—Home Equity Lines of Credit - Future Principal Payment Resets



	First Lien		% of Total		Second Lien		% of Total		Total
	(Dollars in millions)
2019	$	28	0.52	%	$	27	0.49	%	$	55
2020	86		1.58		62		1.15		148
2021	108		2.00		98		1.80		206
2022	118		2.17		116		2.15		234
2023	152		2.79		132		2.44		284
2024-2028	2,130		39.23		1,991		36.65		4,121
2029-2033	213		3.91		167		3.08		380
Thereafter	1		0.02		1		0.02		2
Total	$	2,836	52.22	%	$	2,594	47.78	%	$	5,430

Of the $8.6 billion home equity portfolio at September 30, 2019, approximately $5.4 billion were home equity lines of credit and $3.2 billion were closed-end home equity loans (primarily originated as amortizing loans). Beginning in December 2016, new home equity lines of credit have a 10-year draw period and a 20-year repayment term. During the 10-year draw period customers do not have an interest-only payment option, except on a very limited basis. From May 2009 to December 2016, home equity lines of credit had a 10-year draw period and a 10-year repayment term. Prior to May 2009, home equity lines of credit had a 20-year repayment term with a balloon payment upon maturity or a 5-year draw period with a balloon payment upon maturity. The term “balloon payment” means there are no principal payments required until the balloon payment is due for interest-only lines of credit.

Other Consumer Credit Quality Data

The Company calculates an estimate of the current value of property secured as collateral for both residential first mortgage and home equity lending products (“current LTV”). The estimate is based on home price indices compiled by a third party. The third party data indicates trends for MSAs. Regions uses the third party valuation trends from the MSAs in the Company's footprint in its estimate. The trend data is applied to the loan portfolios taking into account the age of the most recent valuation and geographic area.

The following table presents current LTV data for components of the residential first mortgage and home equity classes of the consumer portfolio segment. Current LTV data for some loans in the portfolio is not available due to mergers and systems integrations. The amounts in the table represent the entire loan balance. For purposes of the table below, if the loan balance exceeds

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the current estimated collateral, the entire balance is included in the “Above 100%” category, regardless of the amount of collateral available to partially offset the shortfall.

Table 5—Estimated Current Loan to Value Ranges



	September 30, 2019						December 31, 2018
	Residential First Mortgage		Home Equity				Residential First Mortgage		Home Equity
	Residential First Mortgage		1st Lien		2nd Lien		Residential First Mortgage		1st Lien		2nd Lien
	(In millions)
Estimated current LTV:
Above 100%	$	36	$	17	$	24	$	64	$	28	$	52
80% - 100%	2,031		125		241		1,720		168		346
Below 80%	12,060		5,501		2,526		12,117		5,852		2,627
Data not available	270		60		103		375		66		118
	$	14,397	$	5,703	$	2,894	$	14,276	$	6,114	$	3,143

Indirect—Vehicles

Indirect-vehicles lending, which is lending initiated through third-party business partners, largely consists of loans made through automotive dealerships. This portfolio class decreased $958 million from year-end 2018. The decrease is due to the termination of a third-party arrangement during the fourth quarter of 2016 and Regions' decision in January 2019 to discontinue its indirect auto lending business due to competition-based margin compression impacting overall returns on the portfolio. Regions ceased originating new indirect auto loans in the first quarter of 2019 and completed any in-process indirect auto loan closings at the end of the second quarter of 2019. The Company will remain in the direct auto lending business.

Indirect—Other Consumer

Indirect-other consumer lending represents other lending initiatives through third parties, including point of sale lending. This portfolio class increased $472 million from year-end 2018, primarily due to continued growth in existing arrangements with third parties. The Company has decided to exit a third party relationship during the fourth quarter of 2019.

Consumer Credit Card

Consumer credit card lending represents primarily open-ended variable interest rate consumer credit card loans. These balances decreased $23 million from year-end 2018.

Other Consumer

Other consumer loans primarily include direct consumer loans, overdrafts and other revolving loans. Other consumer loans increased $13 million from year-end 2018.

Regions qualitatively considers factors such as periodic updates of FICO scores, unemployment, home prices, and geography as credit quality indicators for consumer loans. FICO scores are obtained at origination and refreshed FICO scores are obtained by the Company quarterly for all consumer loans. The following tables present estimated current FICO score data for components of classes of the consumer portfolio segment. Current FICO data is not available for the remaining loans in the portfolio for various reasons; for example, if customers do not use sufficient credit, an updated score may not be available. Residential first mortgage and home equity balances with FICO scores below 620 were 5 percent of the combined portfolios for both September 30, 2019 and December 31, 2018.

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Table 6—Estimated Current FICO Score Ranges



	September 30, 2019
	Residential First Mortgage		Home Equity				Indirect—Vehicles		Indirect—Other Consumer		Consumer Credit Card		Other Consumer
	Residential First Mortgage		1st Lien		2nd Lien		Indirect—Vehicles		Indirect—Other Consumer		Consumer Credit Card		Other Consumer
	(In millions)
Below 620	$	702	$	243	$	129	$	215	$	69	$	100	$	67
620-680	740		396		218		218		249		230		148
681-720	1,249		635		337		249		498		282		227
Above 720	11,384		4,307		2,163		1,371		1,874		702		719
Data not available	322		122		47		42		131		8		73
	$	14,397	$	5,703	$	2,894	$	2,095	$	2,821	$	1,322	$	1,234



	December 31, 2018
	Residential First Mortgage		Home Equity				Indirect—Vehicles		Indirect—Other Consumer		Consumer Credit Card		Other Consumer
	Residential First Mortgage		1st Lien		2nd Lien		Indirect—Vehicles		Indirect—Other Consumer		Consumer Credit Card		Other Consumer
	(In millions)
Below 620	$	700	$	239	$	142	$	272	$	56	$	98	$	69
620-680	747		429		259		332		212		229		148
681-720	1,270		708		376		384		405		288		223
Above 720	11,104		4,610		2,316		1,992		1,474		721		704
Data not available	455		128		50		73		202		9		77
	$	14,276	$	6,114	$	3,143	$	3,053	$	2,349	$	1,345	$	1,221

ALLOWANCE FOR CREDIT LOSSES

The allowance for credit losses (“allowance”) consists of two components: the allowance for loan losses and the reserve for unfunded credit commitments. Discussion of the methodology used to calculate the allowance is included in Note 1 “Summary of Significant Accounting Policies” and Note 6 “Allowance for Credit Losses” to the consolidated financial statements in the Annual Report on Form 10-K for the year ended December 31, 2018, as well as related discussion in Management’s Discussion and Analysis.

The allowance for loan losses totaled $869 million at September 30, 2019 as compared to $840 million at December 31, 2018. The allowance for loan losses as a percentage of net loans was 1.05% at September 30, 2019 compared to 1.01% at December 31, 2018.

The provision for loan losses increased by $157 million for the first nine months of 2019 as compared to the same period in 2018. During the first nine months of 2018, lower than anticipated losses associated with certain 2017 hurricanes resulted in the release of the Company's $40 million hurricane-specific loan loss allowance, and the sale of $254 million in residential first mortgage loans consisting primarily of performing troubled debt restructured loans resulted in a $16 million net reduction to the provision for loan losses. Both of these factors, combined with broad-based improved credit metrics, resulted in a lower provision for loan losses for the first nine months of 2018. Contributing to the increase in the provision for loan losses during 2019 were higher loan balances, higher net charge-offs, and increases in classified loans during the first nine months of 2019. The provision for loan losses for the first nine months of 2019 was $29 million greater than net charge-offs. Net charge-offs for the first nine months of 2019 were $34 million higher compared to the same period in 2018.

Management expects that net loan charge-offs will be in the 0.40 percent to 0.50 percent range for the 2019 year based on recent trends and current market conditions. Economic trends such as interest rates, unemployment, volatility in commodity prices and collateral valuations will impact the future levels of net charge-offs and may result in volatility of certain credit metrics during the remainder of 2019. Additionally, changes in circumstances related to individually large credits or certain portfolios may result in volatility.

Details regarding the allowance and net charge-offs, including an analysis of activity from the previous year’s totals, are included in Table 7 “Allowance for Credit Losses.”

Refer to Note 14 "Recent Accounting Pronouncements" to the consolidated financial statements for discussion regarding the pending accounting pronouncement that will replace the current incurred loss accounting model for the allowance for credit losses with a CECL approach, which will be effective for Regions on January 1, 2020.

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Table 7—Allowance for Credit Losses



	Nine Months Ended September 30
	2019			2018
	(Dollars in millions)
Allowance for loan losses at beginning of year	$	840		$	934
Loans charged-off:
Commercial and industrial	105			91
Commercial real estate mortgage—owner-occupied	8			14
Commercial investor real estate mortgage	—			9
Commercial investor real estate construction	—			—
Residential first mortgage	4			12
Home equity	17			21
Indirect—vehicles	22			29
Indirect—other consumer	54			33
Consumer credit card	51			45
Other consumer	68			60
	329			314
Recoveries of loans previously charged-off:
Commercial and industrial	19			28
Commercial real estate mortgage—owner-occupied	5			6
Commercial investor real estate mortgage	1			4
Commercial investor real estate construction	1			2
Residential first mortgage	3			5
Home equity	12			13
Indirect—vehicles	9			12
Indirect—other consumer	—			—
Consumer credit card	7			6
Other consumer	10			10
	67			86
Net charge-offs:
Commercial and industrial	86			63
Commercial real estate mortgage—owner-occupied	3			8
Commercial investor real estate mortgage	(1		)	5
Commercial investor real estate construction	(1		)	(2		)
Residential first mortgage	1			7
Home equity	5			8
Indirect—vehicles	13			17
Indirect—other consumer	54			33
Consumer credit card	44			39
Other consumer	58			50
	262			228
Provision (credit) for loan losses	291			134
Allowance for loan losses at September 30	$	869		$	840
Reserve for unfunded credit commitments at beginning of year	$	51		$	53
Provision (credit) for unfunded credit losses	(3		)	(3		)
Reserve for unfunded credit commitments at September 30	$	48		$	50
Allowance for credit losses at September 30	$	917		$	890
Loans, net of unearned income, outstanding at end of period	$	82,786		$	81,821
Average loans, net of unearned income, outstanding for the period	$	83,536		$	80,294
Ratios:
Allowance for loan losses at end of period to loans, net of unearned income	1.05		%	1.03		%
Allowance for loan losses at end of period to non-performing loans, excluding loans held for sale	188		%	156		%
Net charge-offs as percentage of average loans, net of unearned income (annualized)	0.42		%	0.38		%

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TROUBLED DEBT RESTRUCTURINGS (TDRs)

TDRs are modified loans in which a concession is provided to a borrower experiencing financial difficulty. Residential first mortgage, home equity, consumer credit card and other consumer TDRs are consumer loans modified under the CAP. Commercial and investor real estate loan modifications are not the result of a formal program, but represent situations where modifications were offered as a workout alternative. Renewals of classified commercial and investor real estate loans are considered to be TDRs, even if no reduction in interest rate is offered, if the existing terms are considered to be below market. More detailed information is included in Note 3 "Loans and the Allowance For Credit Losses" to the consolidated financial statements. The following table summarizes the loan balance and related allowance for accruing and non-accruing TDRs for the periods presented:

Table 8—Troubled Debt Restructurings



	September 30, 2019				December 31, 2018
	Loan Balance		Allowance for Loan Losses		Loan Balance		Allowance for Loan Losses
	(In millions)
Accruing:
Commercial	$	99	$	11	$	108	$	17
Investor real estate	30		4		14		1
Residential first mortgage	182		19		170		16
Home equity	161		8		189		6
Consumer credit card	1		—		1		—
Other consumer	5		—		6		—
	478		42		488		40
Non-accrual status or 90 days past due and still accruing:
Commercial	130		16		183		18
Investor real estate	5		1		5		—
Residential first mortgage	35		4		38		4
Home equity	9		—		15		—
	179		21		241		22
Total TDRs - Loans	$	657	$	63	$	729	$	62

TDRs - Held For Sale	4		—		5		—
Total TDRs	$	661	$	63	$	734	$	62

_________

Note: All loans listed in the table above are considered impaired under applicable accounting literature.

The following table provides an analysis of the changes in commercial and investor real estate TDRs. TDRs with subsequent restructurings that meet the definition of a TDR are only reported as TDR additions in the period they were first modified. Other than resolutions such as charge-offs, foreclosures, payments, sales and transfers to held for sale, Regions may remove loans from TDR classification if the following conditions are met: the borrower's financial condition improves such that the borrower is no longer in financial difficulty, the loan has not had any forgiveness of principal or interest, the loan has not been restructured as an "A" note/"B" note, the loan has been reported as a TDR over one fiscal year-end and the loan is subsequently refinanced or restructured at market terms such that it qualifies as a new loan.

For the consumer portfolio, changes in TDRs are primarily due to additions from CAP modifications and outflows from payments and charge-offs. Given the types of concessions currently being granted under the CAP, as detailed in Note 3 “Loans and the Allowance for Credit Losses” to the consolidated financial statements, Regions does not expect that the market interest rate condition will be widely achieved. Therefore, Regions expects consumer loans modified through CAP to continue to be identified as TDRs for the remaining term of the loan.

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Table 9—Analysis of Changes in Commercial and Investor Real Estate TDRs



	Nine Months Ended September 30, 2019					Nine Months Ended September 30, 2018
	Commercial			Investor Real Estate		Commercial			Investor Real Estate
	(In millions)
Balance, beginning of period	$	291		$	19	$	347		$	91
Additions	147			11		329			59
Charge-offs	(26		)	—		(35		)	—
Other Activity, inclusive of payments and removals (1)	(183		)	5		(276		)	(101		)
Balance, end of period	$	229		$	35	$	365		$	49

_________

(1) The majority of this category consists of payments and sales. It also includes normal amortization/accretion of loan basis adjustments, loans transferred to held for sale, removals and reclassifications between portfolio segments. Additionally, it includes $4 million of commercial loans and $1 million of investor real estate loans refinanced or restructured as new loans and removed from TDR classification for the nine months ended September 30, 2019. During the nine months ended September 30, 2018, $30 million of commercial loans and $5 million of investor real estate loans were refinanced or restructured as new loans and removed from TDR classification.

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NON-PERFORMING ASSETS

Non-performing assets are summarized as follows:

Table 10—Non-Performing Assets



	September 30, 2019			December 31, 2018
	(Dollars in millions)
Non-performing loans:
Commercial and industrial	$	292		$	307
Commercial real estate mortgage—owner-occupied	68			67
Commercial real estate construction—owner-occupied	15			8
Total commercial	375			382
Commercial investor real estate mortgage	9			11
Total investor real estate	9			11
Residential first mortgage	29			40
Home equity	49			63
Total consumer	78			103
Total non-performing loans, excluding loans held for sale	462			496
Non-performing loans held for sale	8			10
Total non-performing loans⁽¹⁾	470			506
Foreclosed properties	59			52
Non-marketable investments received in foreclosure	5			8
Total non-performing assets⁽¹⁾	$	534		$	566
Accruing loans 90 days past due:
Commercial and industrial	$	10		$	8
Commercial real estate mortgage—owner-occupied	2			—
Total commercial	12			8
Residential first mortgage⁽²⁾	62			66
Home equity	41			34
Indirect—vehicles	7			9
Indirect—other consumer	3			1
Consumer credit card	19			20
Other consumer	5			5
Total consumer	137			135
	$	149		$	143
Restructured loans not included in the categories above	$	478		$	488
Non-performing loans⁽¹⁾ to loans and non-performing loans held for sale	0.57		%	0.61		%
Non-performing assets⁽¹⁾ to loans, foreclosed properties, non-marketable investments, and non-performing loans held for sale	0.65		%	0.68		%

_________


(1)	Excludes accruing loans 90 days past due.


(2)	Excludes residential first mortgage loans that are 100% guaranteed by the FHA and all guaranteed loans sold to the GNMA where Regions has the right but not the obligation to repurchase. Total 90 days or more past due guaranteed loans excluded were $66 million at September 30, 2019 and $84 million at December 31, 2018.

Non-performing loans at September 30, 2019 have decreased compared to year-end levels. Total commercial and investor real estate non-performing loans, excluding loans held for sale, that were paying as agreed (e.g., less than 30 days past due) represented approximately 63 percent of the total balance at September 30, 2019.

Economic trends such as interest rates, unemployment, volatility in commodity prices, and collateral valuations will impact the future level of non-performing assets. Circumstances related to individually large credits could also result in volatility.

Total loans past due 90 days or more and still accruing, excluding government guaranteed loans, were $149 million at September 30, 2019, an increase from $143 million at December 31, 2018.

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At September 30, 2019, Regions had approximately $130 million to $210 million of potential problem commercial and investor real estate loans that were not included in non-accrual loans, but for which management had concerns as to the ability of such borrowers to comply with their present loan repayment terms. This is a likely estimate of the amount of commercial and investor real estate loans that have the potential to migrate to non-accrual status in the next quarter.

In order to arrive at the estimate of potential problem loans, credit personnel forecast certain larger dollar loans that may potentially be downgraded to non-accrual at a future time, depending on the occurrence of future events. These personnel consider a variety of factors, including the borrower’s capacity and willingness to meet the contractual repayment terms, make principal curtailments or provide additional collateral when necessary, and provide current and complete financial information including global cash flows, contingent liabilities and sources of liquidity. Based upon the consideration of these factors, a probability weighting is assigned to loans to reflect the potential for migration to the pool of potential problem loans during this specific time period. Additionally, for other loans (for example, smaller dollar loans), a trend analysis is incorporated to determine the estimate of potential future downgrades. Because of the inherent uncertainty in forecasting future events, the estimate of potential problem loans ultimately represents the estimated aggregate dollar amounts of loans as opposed to an individual listing of loans.

The majority of the loans on which the potential problem loan estimate is based are considered criticized and classified. Detailed disclosures for substandard accrual loans (as well as other credit quality metrics) are included in Note 3 “Loans and the Allowance for Credit Losses” to the consolidated financial statements.

The following table provides an analysis of non-accrual loans (excluding loans held for sale) by portfolio segment:

Table 11—Analysis of Non-Accrual Loans



	Non-Accrual Loans, Excluding Loans Held for Sale Nine Months Ended September 30, 2019
	Commercial			Investor Real Estate			Consumer⁽¹⁾			Total
	(In millions)
Balance at beginning of period	$	382		$	11		$	103		$	496
Additions	310			4			—			314
Net payments/other activity	(153		)	(4		)	(25		)	(182		)
Return to accrual	(16		)	—			—			(16		)
Charge-offs on non-accrual loans⁽²⁾	(96		)	(1		)	—			(97		)
Transfers to held for sale⁽³⁾	(29		)	(1		)	—			(30		)
Transfers to real estate owned	(3		)	—			—			(3		)
Sales	(20		)	—			—			(20		)
Balance at end of period	$	375		$	9		$	78		$	462

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	Non-Accrual Loans, Excluding Loans Held for Sale Nine Months Ended September 30, 2018
	Commercial			Investor Real Estate			Consumer⁽¹⁾			Total
	(In millions)
Balance at beginning of period	$	528		$	6		$	116		$	650
Additions	278			19			—			297
Net payments/other activity	(209		)	(3		)	(5		)	(217		)
Return to accrual	(38		)	(2		)	—			(40		)
Charge-offs on non-accrual loans⁽²⁾	(97		)	(8		)	—			(105		)
Transfers to held for sale⁽³⁾	(28		)	(1		)	(3		)	(32		)
Transfers to real estate owned	(3		)	—			—			(3		)
Sales	(2		)	(9		)	—			(11		)
Balance at end of period	$	429		$	2		$	108		$	539

________


(1)	All net activity within the consumer portfolio segment other than sales and transfers to held for sale (including related charge-offs) is included as a single net number within the net payments/other activity line.


(2)	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.


(3)	Transfers to held for sale are shown net of charge-offs of $8 million and $11 million recorded upon transfer for the nine months ended September 30, 2019 and 2018, respectively.

GOODWILL

Goodwill totaled 4.8 billion at both September 30, 2019 and December 31, 2018 and is allocated to each of Regions’ reportable segments (each a reporting unit), at which level goodwill is tested for impairment on an annual basis or more often if events and circumstances indicate the fair value of the reporting unit may have declined below the carrying value (refer to Note 1 “Summary of Significant Accounting Policies” to the consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2018 for further discussion of when Regions tests goodwill for impairment and the Company's methodology and valuation approaches used to determine the estimated fair value of each reporting unit).

The result of the assessment performed for the third quarter 2019 did not indicate that the estimated fair values of the Company’s reporting units (Corporate Bank, Consumer Bank and Wealth Management) had declined below their respective carrying values. Therefore, Regions determined that a test of goodwill impairment was not required for each of Regions’ reporting units for the September 30, 2019 interim period.

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DEPOSITS

Regions competes with other banking and financial services companies for a share of the deposit market. Regions’ ability to compete in the deposit market depends heavily on the pricing of its deposits and how effectively the Company meets customers’ needs. Regions employs various means to meet those needs and enhance competitiveness, such as providing a high level of customer service, competitive pricing and convenient branch locations for its customers. Regions also serves customers through providing centralized, high-quality banking services and alternative product delivery channels such as mobile and internet banking.

The following table summarizes deposits by category:

Table 12—Deposits



	September 30, 2019		December 31, 2018
	(In millions)
Non-interest-bearing demand	$	34,360	$	35,053
Savings	8,588		8,788
Interest-bearing transaction	18,107		19,175
Money market—domestic	25,329		24,111
Time deposits	7,639		7,122
Customer deposits	94,023		94,249
Corporate treasury time deposits	282		242
	$	94,305	$	94,491

Total deposits at September 30, 2019 decreased approximately $186 million compared to year-end 2018 levels, due to decreases in non-interest-bearing demand, interest-bearing transaction and savings accounts. These decreases were partially offset by increases in money market, time deposits, and to a lesser extent, corporate treasury time deposits. The non-interest-bearing demand decline was primarily due to customers using liquidity to pay down debt or invest in their businesses, as well as portfolio remixing. The decline in interest-bearing deposits was due to the Company's intentional reduction of certain higher cost deposits, a deposit optimization initiative that was executed by the Company during the second quarter of 2019, and seasonal declines in public fund accounts during the third quarter of 2019. Money market and time deposits increased due to the offering of higher acquisition rates, portfolio remixing, and overall account growth.

SHORT-TERM BORROWINGS

Short-term borrowings, which consist of FHLB advances, totaled $5.4 billion at September 30, 2019 as compared to $1.6 billion at December 31, 2018. The levels of these borrowings can fluctuate depending on the Company's funding needs and the sources utilized. The increase from December 31, 2018 to September 30, 2019 is partially offset by a decline in long–term borrowings related primarily to maturities of long-term FHLB advances.

Short-term secured borrowings, such as securities sold under agreements to repurchase and FHLB advances, are a core portion of Regions' funding strategy.

The securities financing market and specifically short-term FHLB advances continue to provide reliable funding at attractive rates. See the "Liquidity Risk" section for further detail of Regions' borrowing capacity with the FHLB.

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LONG-TERM BORROWINGS

Table 13—Long-Term Borrowings



	September 30, 2019		December 31, 2018
	(In millions)
Regions Financial Corporation (Parent):
3.20% senior notes due February 2021	$	1,101	$	1,101
2.75% senior notes due August 2022	997		996
3.80% senior notes due August 2023	996		497
7.75% subordinated notes due September 2024	100		100
6.75% subordinated debentures due November 2025	156		157
7.375% subordinated notes due December 2037	298		298
Valuation adjustments on hedged long-term debt	50		(47		)
	3,698		3,102
Regions Bank:
FHLB advances	3,001		6,902
2.75% senior notes due April 2021	549		548
3 month LIBOR plus 0.38% of floating rate senior notes due April 2021	349		349
3.374% senior notes converting to 3 month LIBOR plus 0.50%, callable August 2020, due August 2021	499		499
3 month LIBOR plus 0.50% of floating rate senior notes, callable August 2020, due August 2021	499		499
6.45% subordinated notes due June 2037	495		495
Other long-term debt	33		33
Valuation adjustments on hedged long-term debt	5		(3		)
	5,430		9,322
Total consolidated	$	9,128	$	12,424

Long-term borrowings decreased by approximately $3.3 billion since year-end 2018, due primarily to a decrease in FHLB advances of $3.9 billion. This decrease was offset by an increase in short-term borrowings related to FHLB advances. During the first quarter of 2019, Regions issued $500 million of senior notes through a reopening of the Company's 3.80% senior notes due August 2023, which were effectively converted to floating rate notes at 1 month LIBOR through the simultaneous execution of an interest rate swap.

Long-term FHLB advances have a weighted-average interest rate of 2.2 percent at September 30, 2019 and 2.6 percent at December 31, 2018 with remaining maturities ranging from less than one year to nine years and a weighted-average of approximately 1 year.

STOCKHOLDERS’ EQUITY

Stockholders’ equity was $16.6 billion at September 30, 2019 as compared to $15.1 billion at December 31, 2018. During the first nine months of 2019, net income increased stockholders’ equity by $1.2 billion, while cash dividends on common stock reduced stockholders' equity by $433 million and cash dividends on preferred stock reduced stockholder's equity by $56 million. Changes in accumulated other comprehensive income increased stockholders' equity by $1.3 billion, primarily due to the net change in unrealized gains (losses) on securities available for sale and derivative instruments as a result of changes in market interest rates during the first nine months of 2019. Common stock repurchased during the first nine months of 2019 reduced stockholders' equity by $969 million. These shares were immediately retired and therefore are not included in treasury stock. Furthermore, during the second quarter of 2019 the Company issued Series C Preferred Stock, which increased stockholders' equity by $490 million.

During the second quarter of 2019, the Board authorized the repurchase of up to $1.37 billion of the Company's common stock, permitting repurchases from the beginning of the third quarter of 2019 through the end of the second quarter of 2020.

On July 24, 2019, the Board declared an increase to the quarterly common stock dividend.

See Note 6 “Stockholders’ Equity and Accumulated Other Comprehensive Income (Loss)” for additional information.

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REGULATORY REQUIREMENTS

CAPITAL RULES

Regions and Regions Bank are required to comply with regulatory capital requirements established by Federal and State banking agencies. These regulatory capital requirements involve quantitative measures of the Company's assets, liabilities and selected off-balance sheet items, and also qualitative judgments by the regulators. Failure to meet minimum capital requirements can subject the Company to a series of increasingly restrictive regulatory actions.

Under the Basel III Rules, Regions is designated as a standardized approach bank. Additional discussion of the Basel III Rules, their applicability to Regions, recent proposals and final rules issued by the federal banking agencies and recent laws enacted that impact regulatory requirements is included in the "Regulatory Requirements" section of Management's Discussion and Analysis in the 2018 Annual Report on Form 10-K. Additional discussion is also included in Note 14 "Regulatory Capital Requirements and Restrictions" to the consolidated financial statements in the 2018 Annual Report on Form 10-K.

The following table summarizes the applicable holding company and bank regulatory requirements:

Table 14—Regulatory Capital Requirements



Transitional Basis Basel III Regulatory Capital Rules	September 30, 2019 Ratio ⁽¹⁾		December 31, 2018 Ratio		Minimum Requirement		To Be Well Capitalized
Basel III common equity Tier 1 capital:
Regions Financial Corporation	9.58	%	9.90	%	4.50	%	N/A
Regions Bank	11.67		11.59		4.50		6.50	%
Tier 1 capital:
Regions Financial Corporation	10.82	%	10.68	%	6.00	%	6.00	%
Regions Bank	11.67		11.59		6.00		8.00
Total capital:
Regions Financial Corporation	12.59	%	12.46	%	8.00	%	10.00	%
Regions Bank	13.01		12.92		8.00		10.00
Leverage capital:
Regions Financial Corporation	9.52	%	9.32	%	4.00	%	N/A
Regions Bank	10.29		10.12		4.00		5.00	%

________

(1) The current quarter Basel III CET1 capital, Tier 1 capital, Total capital, and Leverage capital ratios are estimated.

The Federal Reserve approved its rule for tailoring enhanced prudential standards for bank holding companies with $100 billion or more in total consolidated assets. The framework outlines tailored standards for matters related to capital and liquidity. As expected, the Category IV standards will apply to Regions under the final rules. See the “Supervision and Regulation” subsection of the “Business” section in the 2018 Annual Report on Form 10-K for more information.

LIQUIDITY COVERAGE RATIO

Regions is currently subject to the Basel III-based U.S. LCR rule, which is a quantitative liquidity metric designed to ensure that a covered bank or BHC maintains an adequate level of unencumbered high-quality liquid assets under an acute 30-day liquidity stress scenario. Following the threshold amendments recently made by EGRRCPA, the LCR rule currently applies in a modified, less stringent, form to BHCs, such as Regions, having $100 billion or more but less than $250 billion in total consolidated assets and less than $10 billion in total on-balance sheet foreign exposure. However, in early October, the Federal Reserve, the OCC and the FDIC finalized rules that will, among other things, make institutions such as Regions with less than $250 billion in total consolidated assets no longer subject to the LCR requirement. The LCR rule also imposes a monthly calculation requirement. In December 2016, the Federal Reserve issued a final rule on the public disclosure of the LCR calculation that requires BHCs, such as Regions, to disclose publicly, on a quarterly basis, quantitative and qualitative information about certain components of its LCR beginning with results from the fourth quarter of 2018.

At September 30, 2019, the Company was fully compliant with the LCR requirements. Changes in the mix and size of the Company's balance sheet and investment portfolio are likely to occur in the future, and additional funding may need to be sourced to remain compliant.

See the “Supervision and Regulation—Liquidity Regulation” subsection of the “Business” section and the “Risk Factors” section in the 2018 Annual Report on Form 10-K for more information.

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RATINGS

Table 15 “Credit Ratings” reflects the debt ratings information of Regions Financial Corporation and Regions Bank by Standard and Poor's ("S&P"), Moody’s, Fitch and Dominion Bond Rating Service ("DBRS") as of September 30, 2019 and December 31, 2018.

Table 15—Credit Ratings



	As of September 30, 2019
	S&P	Moody’s	Fitch	DBRS
Regions Financial Corporation
Senior unsecured debt	BBB+	Baa2	BBB+	AL
Subordinated debt	BBB	Baa2	BBB	BBBH
Regions Bank
Short-term	A-2	P-1	F1	R-IL
Long-term bank deposits	N/A	A2	A-	A
Senior unsecured debt	A-	Baa2	BBB+	A
Subordinated debt	BBB+	Baa2	BBB	AL
Outlook	Stable	Positive	Stable	Stable



	As of December 31, 2018
	S&P	Moody’s	Fitch	DBRS
Regions Financial Corporation
Senior unsecured debt	BBB+	Baa2	BBB+	AL
Subordinated debt	BBB	Baa2	BBB	BBBH
Regions Bank
Short-term	A-2	P-1	F2	R-IL
Long-term bank deposits	N/A	A2	A-	A
Senior unsecured debt	A-	Baa2	BBB+	A
Subordinated debt	BBB+	Baa2	BBB	AL
Outlook	Stable	Positive	Stable	Stable

_________

N/A - Not applicable.

During the third quarter of 2019, Fitch Ratings upgraded its short-term default rating for Regions Bank and Regions Financial Corporation to F1 from F2. Fitch also upgraded its short-term deposit rating for Regions Bank to F1 from F2. Fitch attributed the upgrade to changes in its short-term ratings criteria, while also referencing the Company’s robust liquidity management and funding profile. Furthermore, Fitch viewed the Company’s liquidity stress testing process as supportive of the rating given the measurement and monitoring of liquidity outflow coverage under various stress scenarios and time horizons.

In general, ratings agencies base their ratings on many quantitative and qualitative factors, including capital adequacy, liquidity, asset quality, business mix, probability of government support, and level and quality of earnings. Any downgrade in credit ratings by one or more ratings agencies may impact Regions in several ways, including, but not limited to, Regions’ access to the capital markets or short-term funding, borrowing cost and capacity, collateral requirements, and acceptability of its letters of credit, thereby potentially adversely impacting Regions’ financial condition and liquidity. See the “Risk Factors” section in the Annual Report on Form 10-K for the year ended December 31, 2018 for more information.

A security rating is not a recommendation to buy, sell or hold securities, and the ratings are subject to revision or withdrawal at any time by the assigning rating agency. Each rating should be evaluated independently of any other rating.

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NON-GAAP MEASURES

The table below presents computations of earnings and certain other financial measures, which exclude certain significant items that are included in the financial results presented in accordance with GAAP. These non-GAAP financial measures include “adjusted average total loans,” “adjusted efficiency ratio,” “adjusted fee income ratio,” “return on average tangible common stockholders’ equity,” on a consolidated and continuing operations basis, and end of period “tangible common stockholders’ equity,” and “Basel III CET1, on a fully phased-in basis” and related ratios. Regions believes that expressing earnings and certain other financial measures excluding these significant items 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 because 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. Management and the Board utilize these non-GAAP financial measures as follows:


•	Preparation of Regions’ operating budgets


•	Monthly financial performance reporting


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


•	Presentations to investors of Company performance

Total average loans is presented including (1) the impact of the fourth quarter of 2018 reclassification of purchase cards to commercial and industrial loans from others assets, (2) excluding the impact of the first quarter 2018 residential first mortgage loan sale, and (3) excluding the indirect vehicles exit portfolio to arrive at adjusted average total loans (non-GAAP). Regions believes adjusting average total loans provides a meaning calculation of loan growth rates and presents them on the same basis as that applied by management.

The adjusted efficiency ratio (non-GAAP), which is a measure of productivity, is generally calculated as adjusted non-interest expense divided by adjusted total revenue on a taxable-equivalent basis. The adjusted fee income ratio (non-GAAP) is generally calculated as adjusted non-interest income divided by adjusted total revenue on a taxable-equivalent basis. Management uses these ratios to monitor performance and believes these measures provide meaningful information to investors. Non-interest expense (GAAP) is presented excluding adjustments to arrive at adjusted non-interest expense (non-GAAP), which is the numerator for the adjusted efficiency ratio. Non-interest income (GAAP) is presented excluding adjustments to arrive at adjusted non-interest income (non-GAAP), which is the numerator for the adjusted fee income ratio. Net interest income and other financing income on a taxable-equivalent basis and non-interest income are added together to arrive at total revenue on a taxable-equivalent basis. Adjustments are made to arrive at adjusted total revenue on a taxable-equivalent basis (non-GAAP), which is the denominator for the adjusted efficiency and adjusted fee income ratios.

Tangible common stockholders’ equity ratios have become a focus of some 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. Analysts and banking regulators have assessed Regions’ capital adequacy using the tangible common stockholders’ equity measure. Because tangible common stockholders’ equity is not formally defined by GAAP, this measure is considered to be a non-GAAP financial measure and other entities may calculate it differently than Regions’ disclosed calculations. Since analysts and banking regulators may assess Regions’ capital adequacy using tangible common stockholders’ equity, Regions believes that it is useful to provide investors the ability to assess Regions’ capital adequacy on this same basis.

The calculation of the fully phased-in pro-forma CET1 is based on Regions’ understanding of the Final Basel III requirements. For Regions, the Basel III framework became effective on a phased-in approach starting in 2015 with full implementation extending to 2019. The Basel III rules are now fully phased in, other than with respect to deductions and adjustments whose transitional treatment has been extended until the federal banking agencies' July 2019 final rule to revise and simplify the capital treatment of selected categories of assets is effective April 1, 2020. The calculation provided in the following table includes estimated pro-forma amounts for the ratio on a fully phased-in basis. Regions’ current understanding of the final framework includes certain assumptions, including the Company’s interpretation of the requirements, and informal feedback received through the regulatory process. Regions’ understanding of the framework is evolving and will likely change as analyses and discussions with regulators continue. Because Regions is not currently subject to the fully phased-in capital rules, this pro-forma measure is considered to be a non-GAAP financial measure, and other entities may calculate it differently from Regions’ disclosed calculation. Since analysts and banking regulators may assess Regions’ capital adequacy using the fully phased-in Basel III framework, Regions believes that it is useful to provide investors the ability to assess Regions’ capital adequacy on this same basis.

Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied and are not audited. Although these non-GAAP financial measures are frequently used by stakeholders in the evaluation of a company, they have limitations as analytical tools, and should not be considered in isolation, or as a substitute for analyses of results as reported under GAAP. In particular, a measure of earnings that excludes selected items does not represent the amount that effectively accrues directly to stockholders.

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The following tables provide: 1) a reconciliation of average total loans to adjusted average total loans (non-GAAP), 2) a reconciliation of net income (GAAP) to net income available to common shareholders (GAAP), 3) a reconciliation of non-interest expense from continuing operations (GAAP) to adjusted non-interest expense from continuing operations (non-GAAP), 4) a reconciliation of non-interest income from continuing operations (GAAP) to adjusted non-interest income from continuing operations (non-GAAP), 5) a computation of adjusted total revenue (non-GAAP), 6) a computation of the adjusted efficiency ratio (non-GAAP), 7) a computation of the adjusted fee income ratio (non-GAAP), 8) a reconciliation of average and ending stockholders’ equity (GAAP) to average and ending tangible common stockholders’ equity (non-GAAP) and calculations of related ratios (non-GAAP), 9) a reconciliation of stockholders’ equity (GAAP) to Basel III CET1, on a fully phased-in basis (non-GAAP), and 10) calculation of the related ratio based on Regions’ current understanding of the Basel III requirements (non-GAAP).

Table 16—GAAP to Non-GAAP Reconciliations



	Three Months Ended September 30				Nine Months Ended September 30
	2019		2018		2019		2018
	(Dollars in millions)
ADJUSTED AVERAGE BALANCES OF LOANS
Average total loans	$	82,986	$	81,022	$	83,536	$	80,294
Add: Purchasing card balances ⁽¹⁾	—		239		—		225
Less: Balances of residential first mortgage loans sold ⁽²⁾	—		—		—		54
Less: Indirect—vehicles	2,247		3,190		2,581		3,252
Adjusted average total loans (non-GAAP)	$	80,739	$	78,071	$	80,955	$	77,213

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		Three Months Ended September 30						Nine Months Ended September 30
		2019			2018			2019			2018
		(Dollars in millions)
INCOME — CONSOLIDATED
Net income (GAAP)		$	409		$	564		$	1,193		$	1,353
Preferred dividends (GAAP)		(24		)	(16		)	(56		)	(48		)
Net income available to common shareholders (GAAP)	A	$	385		$	548		$	1,137		$	1,305
ADJUSTED EFFICIENCY AND FEE INCOME RATIOS — CONTINUING OPERATIONS
Non-interest expense (GAAP)	B	$	871		$	922		$	2,592		$	2,717
Significant items:
Contribution to Regions' Financial Corporation foundation		—			(60		)	—			(60		)
Branch consolidation, property and equipment charges		(5		)	(4		)	(13		)	(8		)
Expenses associated with residential mortgage loan sale		—			—			—			(4		)
Salary and employee benefits—severance charges		(1		)	(5		)	(5		)	(54		)
Adjusted non-interest expense (non-GAAP)	C	$	865		$	853		$	2,574		$	2,591
Net interest income and other financing income (GAAP)	D	$	937		$	942		$	2,827		$	2,777
Taxable-equivalent adjustment		13			13			40			38
Net interest income and other financing income, taxable-equivalent basis - continuing operations	E	950			955			2,867			2,815
Non-interest income (GAAP)	F	558			519			1,554			1,538
Significant items:
Securities (gains) losses, net		—			—			26			(1		)
Leveraged lease termination gains		(1		)	(4		)	(1		)	(8		)
Gain on sale of affordable housing residential mortgage loans ⁽³⁾		—			—			(8		)	—
Adjusted non-interest income (non-GAAP)	G	$	557		$	515		$	1,571		$	1,529
Total revenue	D+F=H	$	1,495		$	1,461		$	4,381		$	4,315
Adjusted total revenue	D+G=I	$	1,494		$	1,457		$	4,398		$	4,306
Total revenue, taxable-equivalent basis	E+F=J	$	1,508		$	1,474		$	4,421		$	4,353
Adjusted total revenue, taxable-equivalent basis (non-GAAP)	E+G=K	$	1,507		$	1,470		$	4,438		$	4,344
Efficiency ratio (GAAP)	B/J	57.75		%	62.59		%	58.63		%	62.42		%
Adjusted efficiency ratio (non-GAAP)	C/K	57.40		%	58.05		%	58.00		%	59.65		%
Fee income ratio (GAAP)	F/J	37.00		%	35.19		%	35.15		%	35.33		%
Adjusted fee income ratio (non-GAAP)	G/K	36.97		%	35.03		%	35.41		%	35.20		%
RETURN ON AVERAGE TANGIBLE COMMON STOCKHOLDERS’ EQUITY — CONSOLIDATED
Average stockholders’ equity (GAAP)		$	16,621		$	15,401		$	15,918		$	15,642
Less: Average intangible assets (GAAP)		4,949			4,955			4,940			5,032
Average deferred tax liability related to intangibles (GAAP)		(93		)	(97		)	(94		)	(98		)
Average preferred stock (GAAP)		1,310			820			1,097			820
Average tangible common stockholders’ equity (non-GAAP)	L	$	10,455		$	9,723		$	9,975		$	9,888
Return on average tangible common stockholders’ equity (non-GAAP)⁽⁴⁾	A/L	14.62		%	22.36		%	15.24		%	17.65		%

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		September 30, 2019			December 31, 2018
		(Dollars in millions, except per share data)
TANGIBLE COMMON RATIOS — CONSOLIDATED
Ending stockholders’ equity (GAAP)		$	16,581		$	15,090
Less: Ending intangible assets (GAAP)		4,956			4,944
Ending deferred tax liability related to intangibles (GAAP)		(93		)	(94		)
Ending preferred stock (GAAP)		1,310			820
Ending tangible common stockholders’ equity (non-GAAP)	M	$	10,408		$	9,420
Ending total assets (GAAP)		$	128,147		$	125,688
Less: Ending intangible assets (GAAP)		4,956			4,944
Ending deferred tax liability related to intangibles (GAAP)		(93		)	(94		)
Ending tangible assets (non-GAAP)	N	$	123,284		$	120,838
End of period shares outstanding	O	964			1,025
Tangible common stockholders’ equity to tangible assets (non-GAAP)	M/N	8.44		%	7.80		%
Tangible common book value per share (non-GAAP)	M/O	$	10.79		$	9.19



		September 30, 2019			December 31, 2018
		(Dollars in millions, except per share data)
BASEL III COMMON EQUITY TIER 1 RATIO—FULLY PHASED-IN PRO-FORMA ⁽⁵⁾
Stockholders’ equity (GAAP)		$	16,581		$	15,090
Non-qualifying goodwill and intangibles		(4,853		)	(4,839		)
Adjustments, including all components of accumulated other comprehensive income, disallowed deferred tax assets, threshold deductions and other adjustments		(297		)	940
Preferred stock (GAAP)		(1,310		)	(820		)
Basel III common equity Tier 1—Fully Phased-In Pro-Forma (non-GAAP)	P	$	10,121		$	10,371
Basel III risk-weighted assets—Fully Phased-In Pro-Forma (non-GAAP) ⁽⁶⁾	Q	$	106,203		$	105,475
Basel III common equity Tier 1 ratio—Fully Phased-In Pro-Forma (non-GAAP)	P/Q	9.53		%	9.83		%

_________


(1)	On December 31, 2018, purchasing cards were reclassified to commercial and industrial loans from other assets.


(2)	Adjustments to average loan balances assume a simple day-weighted average impact for the first quarter of 2018.


(3)	The gain on sale of affordable housing residential mortgage loans in the first quarter of 2019 was the result of the sale of approximately $167 million of loans.


(4)	Income statement amounts have been annualized in calculation.

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

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

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OPERATING RESULTS

NET INTEREST INCOME AND MARGIN

Table 17—Consolidated Average Daily Balances and Yield/Rate Analysis



	Three Months Ended September 30
	2019							2018
	Average Balance			Income/ Expense		Yield/ Rate		Average Balance			Income/ Expense		Yield/ Rate
	(Dollars in millions; yields on taxable-equivalent basis)
Assets
Earning assets:
Debt securities—taxable⁽¹⁾	$	23,909		$	160	2.67	%	$	24,956		$	156	2.49	%
Loans held for sale	557			5		3.73		386			4		4.14
Loans, net of unearned income ⁽²⁾⁽³⁾	82,986			983		4.70		81,022			932		4.56
Investment in operating leases, net	323			3		3.60		410			3		3.33
Other earning assets	1,764			12		2.69		2,440			17		2.87
Total earning assets	109,539			1,163		4.21		109,214			1,112		4.04
Unrealized gains (losses) on securities available for sale, net ⁽¹⁾	251							(758		)
Allowance for loan losses	(857		)					(834		)
Cash and due from banks	1,891							2,036
Other non-earning assets	13,839							13,868
	$	124,663						$	123,526
Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Savings	$	8,607		4		0.16		$	8,928		4		0.15
Interest-bearing checking	18,257			33		0.71		18,924			21		0.44
Money market	24,904			42		0.68		24,046			22		0.37
Time deposits	8,689			37		1.74		6,630			17		1.06
Total interest-bearing deposits ⁽⁴⁾	60,457			116		0.77		58,528			64		0.44
Federal funds purchased and securities sold under agreements to repurchase	208			1		2.28		154			—		—
Other short-term borrowings	2,187			13		2.31		1,480			8		2.07
Long-term borrowings	9,340			83		3.47		10,429			84		3.14
Total interest-bearing liabilities	72,192			213		1.17		70,591			156		0.88
Non-interest-bearing deposits ⁽⁴⁾	33,599			—		—		35,414			—		—
Total funding sources	105,791			213		0.80		106,005			156		0.58
Net interest spread⁽¹⁾						3.04							3.16
Other liabilities	2,251							2,120
Stockholders’ equity	16,621							15,401
	$	124,663						$	123,526
Net interest income and other financing income/margin on a taxable-equivalent basis⁽¹⁾⁽⁵⁾				$	950	3.44	%				$	956	3.47	%

_____


(1)	Debt securities are included on an amortized cost basis with yield, net interest spread, and net interest margin calculated accordingly. All prior period balances and yields/rates have been recast for comparability purposes.


(2)	Loans, net of unearned income include non-accrual loans for all periods presented.


(3)	Interest income includes net loan fees of $1 million and $3 million for the three months ended September 30, 2019 and 2018, respectively.


(4)	Total deposit costs 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 equal 0.49% and 0.27% for the three months ended September 30, 2019 and 2018, respectively.


(5)	The computation of taxable-equivalent net interest income and other financing income is based on the statutory federal income tax rate of 21% for both September 30, 2019 and 2018, adjusted for applicable state income taxes net of the related federal tax benefit.

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	Nine Months Ended September 30
	2019							2018
	Average Balance			Income/ Expense		Yield/ Rate		Average Balance			Income/ Expense		Yield/ Rate
	(Dollars in millions; yields on taxable-equivalent basis)
Assets
Earning assets:
Debt securities—taxable⁽¹⁾	$	24,423		$	488	2.66	%	$	25,086		$	466	2.48	%
Loans held for sale	420			12		3.83		378			11		3.87
Loans, net of unearned income ⁽²⁾⁽³⁾	83,536			2,983		4.75		80,294			2,689		4.46
Investment in operating leases, net	342			9		3.48		440			11		3.24
Other earning assets	1,857			46		3.32		2,616			53		2.73
Total earning assets	110,578			3,538		4.26		108,814			3,230		3.95
Unrealized gains (losses) on securities available for sale, net ⁽¹⁾	(107		)					(697		)
Allowance for loan losses	(852		)					(871		)
Cash and due from banks	1,880							1,980
Other non-earning assets	13,938							14,101
	$	125,437						$	123,327
Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Savings	$	8,754		11		0.16		$	8,842		11		0.16
Interest-bearing checking	18,808			99		0.70		19,461			55		0.38
Money market	24,418			131		0.72		24,292			55		0.30
Time deposits	8,610			108		1.69		6,711			49		0.98
Total interest-bearing deposits ⁽⁴⁾	60,590			349		0.77		59,306			170		0.38
Federal funds purchased and securities sold under agreements to repurchase	265			4		2.38		100			1		1.75
Other short-term borrowings	1,964			37		2.46		937			14		1.96
Long-term borrowings	10,640			281		3.49		9,571			229		3.16
Total interest-bearing liabilities	73,459			671		1.22		69,914			414		0.79
Non-interest-bearing deposits ⁽⁴⁾	33,791			—		—		35,563			—		—
Total funding sources	107,250			671		0.83		105,477			414		0.52
Net interest spread⁽¹⁾						3.04							3.16
Other liabilities	2,265							2,208
Stockholders’ equity	15,918							15,642
Noncontrolling Interest	4							—
	$	125,437						$	123,327
Net interest income and other financing income/margin on a taxable-equivalent basis ⁽¹⁾⁽⁵⁾				$	2,867	3.47	%				$	2,816	3.46	%

____


(1)	Debt securities are included on an amortized cost basis with yield, net interest spread, and net interest margin calculated accordingly. All prior period balances and yields/rates have been recast for comparability purposes.


(2)	Loans, net of unearned income include non-accrual loans for all periods presented.


(3)	Interest Income includes net loan fees of $4 million and $14 million for nine months ended September 30, 2019 and 2018 respectively


(4)	Total deposit costs 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 equal 0.49% and 0.24% for nine months ended September 30, 2019 and 2018 respectively.


(5)	The computation of taxable-equivalent net interest income and other financing income is based on the statutory federal income tax rate of 21% for both September 30, 2019 and 2018, adjusted for applicable state income taxes net of the related federal tax benefit.

The decreases in net interest income and other financing income and net interest margin for the third quarter of 2019, compared to the same period in 2018, were primarily attributable to higher funding costs and a less favorable funding mix. The decreases were partially offset by the positive impacts of higher short-term market rates, continued execution of securities repositioning strategies, higher average loan balances, and favorable loan remixing. During the first nine months of 2019, compared to the same period in 2018, the increases in net interest income and other financing income and net interest margin were also driven by higher

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short-term market interest rates, securities repositioning, higher average loan balances, and favorable loan remixing. These increases during the first nine months of 2019 were only partially offset by higher funding costs and a less favorable funding mix.

MARKET RISK—INTEREST RATE RISK

Regions’ primary market risk is interest rate risk. This includes uncertainty with respect to absolute interest rate levels as well as relative interest rate levels, which are impacted by both the shape and the slope of the various yield curves that affect the financial products and services that the Company offers. To quantify this risk, Regions measures the change in its net interest income and other financing income in various interest rate scenarios compared to a base case scenario. Net interest income and other financing income sensitivity to market rate movements is a useful short-term indicator of Regions’ interest rate risk.

Sensitivity Measurement—Financial simulation models are Regions’ primary tools used to measure interest rate exposure. Using a wide range of sophisticated simulation techniques provides management with extensive information on the potential impact to net interest income and other financing income caused by changes in interest rates. Models are structured to simulate cash flows and accrual characteristics of Regions’ balance sheet. Assumptions are made about the direction and volatility of interest rates, the slope of the yield curve, and the changing composition of the balance sheet that results from both strategic plans and from customer behavior. Among the assumptions are expectations of balance sheet growth and composition, the pricing and maturity characteristics of existing business and the characteristics of future business. Interest rate-related risks are expressly considered, such as pricing spreads, the pricing of deposit accounts, prepayments and other option risks. Regions considers these factors, as well as the degree of certainty or uncertainty surrounding their future behavior.

The primary objective of asset/liability management at Regions is to coordinate balance sheet composition with interest rate risk management to sustain reasonable and stable net interest income and other financing income throughout various interest rate cycles. In computing interest rate sensitivity for measurement, Regions compares a set of alternative interest rate scenarios to the results of a base case scenario derived using “market forward rates.” The standard set of interest rate scenarios includes the traditional instantaneous parallel rate shifts of plus 100 and 200 basis points. Given low market rates by historical standards, the Company presents varying magnitudes of down rate shock scenarios based on historical yield curve minimums as explained in the following section. In addition to parallel curve shifts, multiple curve steepening and flattening scenarios are contemplated. Regions includes simulations of gradual interest rate movements phased in over a six-month period that may more realistically mimic the speed of potential interest rate movements.

Exposure to Interest Rate Movements—As of September 30, 2019, Regions was modestly asset sensitive to both gradual and instantaneous parallel yield curve shifts as compared to the base case for the measurement horizon ending September 2020. Twelve month horizon asset sensitivity levels are expected to decline through early 2020 as forward starting hedges move into the measurement window. The estimated exposure associated with falling rate scenarios in the table below reflects the combined impacts of movements in short-term and long-term interest rates. The decline in short-term interest rates (such as the Fed Funds rate, the rate of Interest on Excess Reserves and 1 month LIBOR) will lead to a reduction of yield on assets and liabilities contractually tied to such rates. Fed Funds increases from the most recent hiking cycle have resulted in a modest increase in deposit and other funding costs for Regions. Therefore, it is expected that declines in funding costs will only partially offset the decline in asset yields. A reduction in intermediate and long-term interest rates (such as intermediate to longer-term U.S. Treasuries, swap and mortgage rates) will drive yields lower on certain fixed rate, newly originated or renewed loans, reduce prospective yields on certain investment portfolio purchases, and increase amortization of premium expense on existing securities in the investment portfolio.

The table below summarizes Regions' positioning in various parallel yield curve shifts (i.e., including all yield curve tenors). The scenarios are inclusive of all interest rate risk hedging activities. Forward starting hedges that have been transacted are contemplated to the extent they start within the measurement horizon. These forward starting hedging relationships, which primarily begin in early 2020, are being used to protect net interest income and other financing income as the macroeconomic cycle continues to evolve. Therefore, the Company's sensitivity levels are expected to decline through early 2020. More information regarding forward starting hedges is disclosed in Table 19 and its accompanying description.

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Table 18—Interest Rate Sensitivity



	Estimated Annual Change in Net Interest Income September 30, 2019⁽¹⁾⁽²⁾
	(In millions)
Gradual Change in Interest Rates
+ 200 basis points		$123
+ 100 basis points	68
- 100 basis points (floored)⁽³⁾	(98		)
- 200 basis points (floored)	(137		)

Instantaneous Change in Interest Rates
+ 200 basis points		$106
+ 100 basis points	92
- 100 basis points (floored)	(146		)
- 200 basis points (floored)	(199		)

_________


(1)	Disclosed interest rate sensitivity levels represent the 12 month forward looking net interest income and other financing income changes as compared to market forward rate cases and include expected balance sheet remixing.


(2)	Forward starting cash flow hedges already transacted will reduce sensitivity levels through 2020 as they continue to move into the measurement horizon (see Table 20 for additional information regarding hedge start dates).

(3)

Estimates for a gradual parallel yield curve shift of minus 100 basis points, with long-term yield curve levels floored at approximately 1% as discussed below, inclusive of forward starting cash flow hedges already transacted, would be a decrease to 12 month net interest income and other financing income of approximately 3 percent in the current quarter, approximately 1.5 percent at year-end 2019, and less than 1 percent by year-end 2020.

As market interest rates have increased in recent years, larger magnitude falling rate shock scenarios have become possible, although the probability of such a movement is currently low. Regions has established scenarios by which yield curve tenors will fall to a consistent level. The shock magnitude for each tenor, when compared to market forward rates, equates to the lesser of the shock scenario amount, or a rate 35 basis points lower than the historical all-time minimum. For example, the 10 year Treasury yield is floored at approximately 1.0%. Use of this steepening scenario provides a sufficiently punitive rate environment, while maintaining a higher level of reasonableness. The falling rate scenarios in Table 18 above quantify the expected impact for both gradual and instantaneous shocks under this environment.

As discussed above, the interest rate sensitivity analysis presented in Table 18 is informed by a variety of assumptions and estimates regarding the course of the balance sheet in both the baseline scenario as well as the scenarios of instantaneous and gradual shifts in the yield curve. Though there are many assumptions that affect the estimates for net interest income and other financing income, those pertaining to deposit pricing, deposit mix and overall balance sheet composition are particularly impactful. Given the uncertainties associated with the prolonged period of low interest rates, management evaluates the impact to its sensitivity analysis of these key assumptions. Sensitivity calculations are hypothetical and should not be considered to be predictive of future results.

The Company’s baseline balance sheet assumptions include moderate loan and deposit growth reflecting management's best estimate. The behavior of deposits in response to changes in interest rate levels is largely informed by analyses of prior rate cycles, but with suitable adjustments based on management’s expectations in the current rate environment. In the -100 basis point gradual interest rate change scenario in Table 18, the interest-bearing deposit re-pricing sensitivity over the 12 month horizon is expected to be between 25 percent and 30 percent of changes in short-term market rates (e.g., Fed Funds). A 5 percentage point lower sensitivity than the baseline assumption would decrease 12 month net interest income and other financing income in the gradual -100 basis points scenario by approximately $23 million when compared to the baseline scenario. While the estimates should be used as a guide, differences may result driven by the pace of rate changes, and other market and competitive factors.

In rising rate scenarios only, management assumes that the mix of deposits will change versus the baseline balance sheet growth assumptions as informed by analyses of prior rate cycles. Management assumes that in rising rate scenarios, some shift from non-interest bearing to interest-bearing products will occur. As the rate cycle has progressed and a mix shift has become inherent in the baseline forecast, management has reduced the sensitivity impact on the shock scenarios. The magnitude of the shift is rate dependent and equates to approximately $1.5 billion over 12 months in the gradual +100 basis point scenario in Table 18. In the event this shift increased by an additional $1.5 billion over 12 months, the result would be a reduction of 12 month net interest income and other financing income in the gradual +100 basis points scenario by approximately $9 million.

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Interest rate movements may also have an impact on the value of Regions’ securities portfolio, which can directly impact the carrying value of stockholders’ equity. Regions from time to time may hedge these price movements with derivatives (as discussed below).

Derivatives—Regions uses financial derivative instruments for management of interest rate sensitivity. ALCO, which consists of members of Regions’ senior management team, in its oversight role for the management of interest rate sensitivity, approves the use of derivatives in balance sheet hedging strategies. Derivatives are also used to offset the risks associated with customer derivatives, which include interest rate, credit and foreign exchange risks. The most common derivatives Regions employs are forward rate contracts, Eurodollar futures contracts, interest rate swaps, options on interest rate swaps, interest rate caps and floors, and forward sale commitments.

Forward rate contracts are commitments to buy or sell financial instruments at a future date at a specified price or yield. A Eurodollar futures contract is a future on a Eurodollar deposit. Eurodollar futures contracts subject Regions to market risk associated with changes in interest rates. Because futures contracts are cash settled daily, there is minimal credit risk associated with Eurodollar futures. Interest rate swaps are contractual agreements typically entered into to exchange fixed for variable (or vice versa) streams of interest payments. The notional principal is not exchanged but is used as a reference for the size of interest settlements. Interest rate options are contracts that allow the buyer to purchase or sell a financial instrument at a predetermined price and time. Forward sale commitments are contractual obligations to sell market instruments at a future date for an already agreed-upon price. Foreign currency contracts involve the exchange of one currency for another on a specified date and at a specified rate. These contracts are executed on behalf of the Company's customers and are used by customers to manage fluctuations in foreign exchange rates. The Company is subject to the credit risk that another party will fail to perform.

Regions has made use of interest rate swaps and floors in balance sheet hedging strategies to effectively convert a portion of its fixed-rate funding position and available for sale securities portfolios to a variable-rate position and to effectively convert a portion of its variable-rate loan portfolios to fixed-rate. Regions also uses derivatives to economically manage interest rate and pricing risk associated with its mortgage origination business. In the period of time that elapses between the origination and sale of mortgage loans, changes in interest rates have the potential to cause a decline in the value of the loans in this held-for-sale portfolio. Futures contracts and forward sale commitments are used to protect the value of the loan pipeline and loans held for sale from changes in interest rates and pricing.

The following table presents additional information about the hedging interest rate derivatives used by Regions to manage interest rate risk:

Table 19—Hedging Derivatives by Interest Rate Risk Management Strategy



	September 30, 2019
			Weighted-Average
	Notional Amount		Maturity (Years)	Receive Rate⁽¹⁾		Pay Rate⁽¹⁾		Strike Price⁽¹⁾⁽²⁾
	(Dollars in millions)
Derivatives in fair value hedging relationships:
Receive fixed/pay variable swaps	$	3,650	2.4	1.9	%	2.1	%	—	%
Receive variable/pay fixed swaps	32		6.0	2.2	%	2.7		—
Derivatives in cash flow hedging relationships:
Receive fixed/pay variable swaps	12,750		5.5	2.1	%	1.9		—
Interest rate floors	6,750		5.1	—	%	—		2.1
Total derivatives designated as hedging instruments	$	23,182	5.1	2.0	%	1.9	%	2.1	%

_________


(1)	Variable rate indexes on swap and floor contracts reference a combination of short-term LIBOR benchmarks, primarily 1 month LIBOR.


(2)	Strike price is not adjusted for premiums paid on interest rate floors.

A portion of the cash flow hedging relationships designated in Table 19 above are forward starting, including $7.75 billion notional of the outstanding cash flow swaps. Interest rate floors of $750 million notional went into effect during the third quarter of 2019 and the remaining $6.0 billion notional are forward starting. Forward starting swaps and floors have maturities of approximately five years from their respective start dates. The total receive rate and strike price on all forward starting cash flow swaps and floors was 2.4 percent and 2.1 percent, respectively. Subsequent to September 30, 2019 an additional $2.5 billion of notional value forward starting receive fixed cash flow derivatives were added with the intent to reduce the net interest income and other financing income impact of lower long-term rates on 2020 loan originations.

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The following table presents cash flow hedge notional amounts with start dates prior to the year-end periods shown through 2026. All cash flow hedge notional amounts mature prior to the end of 2027.

Table 20—Schedule of Notional for Cash Flow Hedging Derivatives



	Notional Amount
	Years Ended
	2019⁽¹⁾		2020⁽¹⁾⁽²⁾		2021		2022		2023		2024		2025		2026
	(In millions)
Receive fixed/pay variable swaps	$	5,500	$	12,000	$	12,750	$	12,750	$	10,450	$	9,450	$	3,750	$	1,250
Interest rate floors	750		6,500		6,750		6,750		6,750		4,000		250		—
Cash flow hedges	$	6,250	$	18,500	$	19,500	$	19,500	$	17,200	$	13,450	$	4,000	$	1,250

_________


(1)	As forward starting cash flow hedges are transacted within the 12 month measurement horizon, they will reduce 12 month net interest income and other financing income sensitivity levels as disclosed in Table 18.


(2)	Start dates for $10.3 billion of the $12.0 billion notional of the cash flow swaps and $4.8 billion of the $6.5 billion notional of the interest rate floors are at the beginning of 2020.

Regions manages the credit risk of these instruments in much the same way as it manages credit risk of the loan portfolios by establishing credit limits for each counterparty and through collateral agreements for dealer transactions. For non-dealer transactions, the need for collateral is evaluated on an individual transaction basis and is primarily dependent on the financial strength of the counterparty. Credit risk is also reduced significantly by entering into legally enforceable master netting agreements. When there is more than one transaction with a counterparty and there is a legally enforceable master netting agreement in place, the exposure represents the net of the gain and loss positions with and collateral received from and/or posted to that counterparty. All interest rate swap derivatives traded by Regions are subject to mandatory clearing. The counterparty risk for cleared trades effectively moves from the executing broker to the clearinghouse allowing Regions to benefit from the risk mitigation controls in place at the respective clearinghouse. The “Credit Risk” section in Regions’ Annual Report on Form 10-K for the year ended December 31, 2018 contains more information on the management of credit risk.

Regions also uses derivatives to meet the needs of its customers. Interest rate swaps, interest rate options and foreign exchange forwards are the most common derivatives sold to customers. Other derivative instruments with similar characteristics are used to hedge market risk and minimize volatility associated with this portfolio. Instruments used to service customers are held in the trading account, with changes in value recorded in the consolidated statements of income.

The primary objective of Regions’ hedging strategies is to mitigate the impact of interest rate changes, from an economic perspective, on net interest income and other financing income and the net present value of its balance sheet. The overall effectiveness of these hedging strategies is subject to market conditions, the quality of Regions’ execution, the accuracy of its valuation assumptions, counterparty credit risk and changes in interest rates. See Note 9 “Derivative Financial Instruments and Hedging Activities” to the consolidated financial statements for a tabular summary of Regions’ quarter-end derivatives positions and further discussion.

Regions accounts for residential MSRs at fair market value with any changes to fair value being recorded within mortgage income. Regions enters into derivative and balance sheet transactions to economically mitigate the impact of market value fluctuations related to residential MSRs. Derivative instruments entered into in the future could be materially different from the current risk profile of Regions’ current portfolio.

LIBOR Transition - In 2017, the Financial Conduct Authority, which regulates LIBOR, announced that by the end of 2021 panel banks will no longer be required to submit estimates that are used to construct LIBOR, confirming that the continuation of LIBOR will not be guaranteed beyond that date. Regions holds instruments that may be impacted by the likely discontinuance of LIBOR, including loans, investments, hedging products, floating-rate obligations and other financial instruments that use LIBOR as a benchmark rate. The Company cannot currently predict the full impact of the LIBOR discontinuation on net interest income and other financing income or the related processes. However, Regions is coordinating with regulators and industry groups to identify an appropriate replacement rate for contracts expiring after 2021, as well as preparing for this transition as it relates to both new and existing exposures. The Company has established a LIBOR Transition Program, which includes dedicated leadership and staff with all relevant business lines and support groups engaged. An initial LIBOR impact and risk assessment has been performed, which identified the associated risks across products, systems, models, and processes. Plans to mitigate risks associated with the transition are under development and are being overseen by Regions’ LIBOR Steering Committee as part of the LIBOR Transition Program.

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MARKET RISK—PREPAYMENT RISK

Regions, like most financial institutions, is subject to changing prepayment speeds on mortgage-related assets under different interest rate environments. Prepayment risk is a significant risk to earnings and specifically to net interest income and other financing income. For example, mortgage loans and other financial assets may be prepaid by a debtor, so that the debtor may refinance its obligations at lower rates. As loans and other financial assets prepay in a falling rate environment, Regions must reinvest these funds in lower-yielding assets. Prepayments of assets carrying higher rates reduce Regions’ interest income and overall asset yields. Conversely, in a rising rate environment, these assets will prepay at a slower rate, resulting in opportunity cost by not having the cash flow to reinvest at higher rates. Prepayment risk can also impact the value of securities and the carrying value of equity. Regions’ greatest exposures to prepayment risks primarily rest in its mortgage-backed securities portfolio, the mortgage fixed-rate loan portfolio and the residential MSR, all of which tend to be sensitive to interest rate movements. Each of these assets is also exposed to prepayment risk due to factors which are not necessarily the result of interest rates, but rather due to changes in policies or programs related, either directly or indirectly, to the U.S. Government's governance over certain lending and financing within the mortgage market. Such policies can work to either encourage or discourage financing dynamics and represent a risk that is extremely difficult to forecast and may be the result of non-economic factors. The Company attempts to monitor and manage such exposures within reasonable expectations while acknowledging all such risks cannot be foreseen or avoided. Further, Regions has prepayment risk that would be reflected in non-interest income in the form of servicing income on the residential MSRs. Regions actively monitors prepayment exposure as part of its overall net interest income and other financing income forecasting and interest rate risk management.

LIQUIDITY RISK

Liquidity is an important factor in the financial condition of Regions and affects Regions’ ability to meet the borrowing needs and deposit withdrawal requirements of its customers. The liquidity coverage ratio rule is designed to ensure that financial institutions have the necessary assets on hand to withstand short-term liquidity disruptions. See the "Liquidity Coverage Ratio" discussion included in the "Regulatory Requirements" section of Management's Discussion and Analysis for additional information.

Regions intends to fund its obligations primarily through cash generated from normal operations. See Note 12 “Commitments, Contingencies and Guarantees” to the consolidated financial statements for additional discussion of the Company’s funding requirements. Regions also has obligations related to potential litigation contingencies.

Assets, consisting principally of loans and securities, are funded by customer deposits, borrowed funds and stockholders’ equity. Regions’ goal in liquidity management is to satisfy the cash flow requirements of depositors and borrowers, while at the same time meeting the Company’s cash flow needs. Having and using various sources of liquidity to satisfy the Company’s funding requirements is important.

In order to ensure an appropriate level of liquidity is maintained, Regions performs specific procedures including scenario analyses and stress testing at the bank, holding company, and affiliate levels. Regions' liquidity policy requires the holding company to maintain cash sufficient to cover the greater of (1) 18 months of debt service and other cash needs or (2) a minimum cash balance of $500 million. Cash and cash equivalents at the holding company totaled $2.5 billion at September 30, 2019. Compliance with the holding company cash requirements is reported to the Risk Committee of the Board on a quarterly basis. Regions also has minimum liquidity requirements for the Bank and subsidiaries. The Bank's funding and contingency planning does not currently include any reliance on short-term unsecured sources. Risk limits are established by the Board through its Risk Appetite Statement and Liquidity Policy. The Company's Board, LROC, and ALCO regularly review compliance with the established limits.

The securities portfolio is one of Regions’ primary sources of liquidity. Proceeds from maturities and principal and interest payments of securities provide a constant flow of funds available for cash needs (see Note 2 “Debt Securities” to the consolidated financial statements). The agency guaranteed mortgage-backed securities portfolio is another source of liquidity in various secured borrowing capacities.

Maturities in the loan portfolio also provide a steady flow of funds. Regions’ liquidity is further enhanced by its relatively stable customer deposit base. Liquidity needs can also be met by borrowing funds in state and national money markets, although Regions does not currently rely on short-term unsecured wholesale market funding.

The balance with the FRB is the primary component of the balance sheet line item, “interest-bearing deposits in other banks.” At September 30, 2019, Regions had approximately $3.1 billion in cash on deposit with the FRB, an increase from approximately $1.5 billion at December 31, 2018.

Regions’ borrowing availability with the FRB as of September 30, 2019, based on assets pledged as collateral on that date, was $17.3 billion.

Regions’ financing arrangement with the FHLB adds additional flexibility in managing the Company's liquidity position. As of September 30, 2019, Regions’ outstanding balance of FHLB borrowings was $8.4 billion and its total borrowing capacity from the FHLB totaled $17.5 billion. FHLB borrowing capacity is contingent on the amount of collateral pledged to the FHLB. Regions Bank pledged certain securities, commercial and real estate mortgage loans, residential first mortgage loans on one-to-four family dwellings and home equity lines of credit as collateral for the FHLB advances outstanding. Additionally, investment

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in FHLB stock is required in relation to the level of outstanding borrowings. Refer to Note 8 "Other Earning Assets" to the consolidated financial statements in the 2018 Annual Report on Form 10-K for additional information. The FHLB has been and is expected to continue to be a reliable and economical source of funding.

Regions maintains a shelf registration statement with the SEC that can be utilized by Regions to issue various debt and/or equity securities. Additionally, Regions' Board has authorized Regions Bank to issue up to $10 billion in aggregate principal amount of bank notes outstanding at any one time. Refer to Note 13 "Long-Term Borrowings" to the consolidated financial statements in the 2018 Annual Report on Form 10-K for additional information.

Regions may, from time to time, consider opportunistically retiring outstanding issued securities, including subordinated debt in privately negotiated or open market transactions for cash or common shares. Regulatory approval would be required for retirement of some instruments.

CREDIT RISK

Regions’ objective regarding credit risk is to maintain a credit portfolio that provides for stable credit costs with acceptable volatility through an economic cycle. Regions has a diversified loan portfolio in terms of product type, collateral and geography. See Table 2 for further details of each loan portfolio segment. See the “Portfolio Characteristics” section of the Annual Report on Form 10-K for the year ended December 31, 2018 for a discussion of risk characteristics of each loan type.

INFORMATION SECURITY RISK

Regions faces a variety of operational risks, including information security risks. Information security risks, such as evolving and adaptive cyber attacks that are conducted regularly against Regions and other large financial institutions to compromise or disable information systems, have generally increased in recent years. This trend is expected to continue for a number of reasons, including the proliferation of new technologies, including technology-based products and services used by us and our customers, the increasing use of mobile devices and cloud technologies, the ability to conduct more financial transactions online, and the increasing sophistication and activities of organized crime, hackers, terrorists, nation-states, activists and other external parties or fraud on the part of employees.

Regions devotes significant financial and non-financial resources to identify and mitigate threats to the confidentiality, availability and integrity of its information systems. Regions regularly assesses the threats and vulnerabilities to its environment so it can update and maintain its systems and controls to effectively mitigate these risks. Layered security controls are designed to complement each other to protect customer information and transactions. Regions regularly tests its control environment utilizing practices such as penetration testing and more targeted assessments to ensure its controls are working as expected. Regions will continue to commit the resources necessary to mitigate these growing cyber risks, as well as continue to develop and enhance controls, processes and technology to respond to evolving disruptive technology and to protect its systems from attacks or unauthorized access. In addition, Regions maintains a strong commitment to a comprehensive risk management program that includes due diligence and oversight of third-party relationships with vendors.

Regions’ system of internal controls also incorporates an organization-wide protocol for the appropriate reporting and escalation of information security matters to management and the Board, to ensure effective and efficient resolution and, if necessary, disclosure of any matters. The Board is actively engaged in the oversight of Regions’ continuous efforts to reinforce and enhance its operational resilience and receives education to ensure that their oversight efforts accommodate for the ever-evolving information security threat landscape. The Board monitors Regions’ information management risk policies and practices primarily through its Risk Committee, which oversees areas of operational risk such as information technology activities; risks associated with development, infrastructure, and cybersecurity; approval and oversight of information security risk assessments, strategies, policies and programs; and disaster recovery, business continuity, and incident response plans. Additionally, the Board’s Audit Committee regularly reviews Regions’ cybersecurity practices, mainly by receiving reports on the cybersecurity management program prepared by the Chief Information Security Officer, risk management, and Internal Audit. The Board, through its various committees, is briefed at least quarterly on information security matters.

Regions participates in information sharing organizations such as FS-ISAC, to gather and share information with peer banks and other financial institutions to better prepare and protect its information systems from attack. FS-ISAC is a nonprofit organization whose objective is to protect the financial services sector against cyber and physical threats and risk. It acts as a trusted third party that provides anonymity to allow members to submit threat, vulnerability and incident information in a non-attributable and trusted manner so information that would normally not be shared is instead made available to other members for the greater good of the membership. In addition to FS-ISAC, Regions is a member of BITS. BITS serves the financial community and its members by providing industry best practices on a variety of security and fraud topics.

Regions has contracts with vendors to provide denial of service mitigation. These vendors have also committed the necessary resources to support Regions in the event of a cyber event. Even though Regions devotes significant resources to combat cyber security risks, there is no guarantee that these measures will provide absolute security. As an additional security measure, Regions has engaged a computer forensics firm and an industry-leading consulting firm on retainer in case of a cyber event. Regions has also developed and maintains robust business continuity and disaster recovery plans that it could implement in the event of a cyber

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event so as to mitigate the effects of any such event and minimize necessary recovery time. Some of Regions' financial risk exposure with respect to data breaches may be offset by applicable insurance.

Even if Regions successfully prevents cyber attacks to its own network, the Company may still incur losses that result from customers' account information obtained through breaches of retailers' networks where customers have transacted business. The fraud losses, as well as the costs of investigations and re-issuing new customer cards, may impact Regions' financial results. In addition, Regions also relies on some vendors to provide certain components of its business infrastructure, and although Regions actively assesses and monitors the information security capabilities of these vendors, Regions' reliance on them may also increase exposure to information security risk.

In the event of a cyber-attack or other data breach, Regions may be required to incur significant expenses, including with respect to remediation costs, costs of implementing additional preventative measures, addressing any reputational harm and addressing any related regulatory inquiries or civil litigation arising from the event.

PROVISION FOR LOAN LOSSES

The provision for loan losses is used to maintain the allowance for loan losses at a level that in management’s judgment is appropriate to absorb probable losses inherent in the portfolio at the balance sheet date. The provision for loan losses totaled $108 million in the third quarter of 2019 compared to $84 million during the third quarter of 2018. The provision for loan losses totaled $291 million for the first nine months of 2019 compared to $134 million during the first nine months of 2018. Refer to the "Allowance for Credit Losses" section of Management's Discussion and Analysis for further detail.

NON-INTEREST INCOME

Table 21—Non-Interest Income from Continuing Operations



	Three Months Ended September 30				Quarter-to-Date Change 9/30/2019 vs. 9/30/2018
	2019		2018		Amount			Percent
	(Dollars in millions)
Service charges on deposit accounts	$	186	179		$	7		3.9	%
Card and ATM fees	114		111		3			2.7	%
Investment management and trust fee income	63		59		4			6.8	%
Capital markets income	36		45		(9		)	(20.0	)%
Mortgage income	56		32		24			75.0	%
Investment services fee income	20		18		2			11.1	%
Commercial credit fee income	19		18		1			5.6	%
Bank-owned life insurance	18		18		—			—	%
Market value adjustments on employee benefit assets - defined benefit	—		3		(3		)	(100.0	)%
Market value adjustments on employee benefit assets - other	7		4		3			75.0	%
Other miscellaneous income	39		32		7			21.9	%
	$	558	$	519	$	39		7.5	%

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	Nine Months Ended September 30					Year-to-Date 9/30/2019 vs. 9/30/2018
	2019			2018		Amount			Percent
	(Dollars in millions)
Service charges on deposit accounts	$	542		$	525	$	17		3.2	%
Card and ATM fees	343			327		16			4.9	%
Investment management and trust fee income	179			175		4			2.3	%
Capital markets income	117			152		(35		)	(23.0	)%
Mortgage income	114			107		7			6.5	%
Investment services fee income	59			54		5			9.3	%
Commercial credit fee income	55			52		3			5.8	%
Bank-owned life insurance	60			53		7			13.2	%
Securities gains (losses), net	(26		)	1		(27		)	NM
Market value adjustments on employee benefit assets - defined benefit	5			1		4			400.0	%
Market value adjustments on employee benefit assets - other	4			3		1			33.3	%
Other miscellaneous income	102			88		14			15.9	%
	$	1,554		$	1,538	$	16		1.0	%

________

NM - Not Meaningful

Service charges on deposit accounts—Service charges on deposit accounts include non-sufficient funds and overdraft fees, corporate analysis service charges, overdraft protection fees and other customer transaction-related service charges. The increases during the third quarter of 2019 and the first nine months of 2019 compared to the same periods of 2018 were primarily due to continued customer account growth and increases in non-sufficient fund activity.

Card and ATM fees—Card and ATM fees include the combined amounts of credit card/bank card income and debit card and ATM related revenue. The increase in card and ATM fees in the third quarter of 2019 compared to the same period in 2018 was driven by checkcard interchange income. The increase in card and ATM fees in first nine months of 2019 compared to the same period of 2018 was primarily the result of account growth and the related increases in commercial and consumer credit card interchange income and checkcard interchange income.

Capital markets income—Capital markets income primarily relates to capital raising activities that includes securities underwriting and placement, loan syndication and placement, as well as foreign exchange, derivatives, merger and acquisition and other advisory services. The decreases in the third quarter of 2019 and first nine months of 2019 compared to the same periods in 2018 were primarily due to declines in merger and acquisition advisory services and commercial swap income. The declines in commercial swap income were driven by market-related credit valuation adjustments tied to customer derivatives. The decreases in the third quarter of 2019 and in the first nine months of 2019 compared to the same periods in 2018 were partially offset by higher securities underwriting and placement fees.

Mortgage income—Mortgage income is generated through the origination and servicing of residential mortgage loans for long-term investors and sales of residential mortgage loans in the secondary market. The increase in mortgage income in the third quarter of 2019 compared to the same period in 2018 was primarily driven by improvements in the valuation of mortgage servicing rights and related hedges, as well as increases in mortgage production and sales and servicing income. The increase in mortgage income during the first nine months of 2019 compared to the same period in 2018 was also due to higher sales and servicing income, partially offset by reductions in the valuation of mortgage servicing rights and related hedges.

Bank-owned life insurance—Bank-owned life insurance increased in the first nine months of 2019 compared to the same period in 2018 due primarily to an increase in claims benefits and favorable market valuation adjustments.

Securities gains (losses), net—Net securities gains (losses) primarily result from the Company's asset/liability management process. The net loss incurred during the first nine months of 2019 was primarily due to the sale of certain lower-yielding securities in the second quarter of 2019. See Table 1 "Debt Securities" section for additional information.

Market value adjustments on employee benefit assets—Market value adjustments on employee benefit assets, both defined benefit and other, are the reflection of market value variations related to assets held for certain employee benefits. The adjustments reported as employee benefit assets - other are offset in salaries and benefits.

Other miscellaneous income—Other miscellaneous income includes net revenue from affordable housing, valuation adjustments to equity investments, fees from safe deposit boxes, check fees and other miscellaneous income. Net revenue from affordable housing includes actual gains and losses resulting from the sale of affordable housing investments, cash distributions

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from the investments and any related impairment charges. Other miscellaneous income increased in the third quarter of 2019 compared to the same period in 2018 primarily due to increases in the values of certain equity method investments and an increase in commercial leasing income driven by less net impairment charges on operating lease assets. The increase in other miscellaneous income during the first nine months of 2019 compared to the same period in 2018 was also impacted by an increase in commercial leasing income from less net impairment charges during 2019, a gain associated with the sale of affordable housing residential mortgage loans, and an increase in consumer merchant commission income. These items were partially offset by decreases in the values of certain equity method investments and low income housing investments, as well as net gains associated with the sale of certain low income housing investments in the first quarter of 2018.

NON-INTEREST EXPENSE

Table 22—Non-Interest Expense from Continuing Operations



	Three Months Ended September 30					Quarter-to-Date Change 9/30/2019 vs. 9/30/2018
	2019			2018		Amount			Percent
	(Dollars in millions)
Salaries and employee benefits	$	481		$	473	$	8		1.7	%
Net occupancy expense	80			82		(2		)	(2.4	)%
Furniture and equipment expense	83			81		2			2.5	%
Outside services	48			46		2			4.3	%
Professional, legal and regulatory expenses	21			32		(11		)	(34.4	)%
Marketing	23			20		3			15.0	%
FDIC insurance assessments	12			22		(10		)	(45.5	)%
Credit/checkcard expenses	19			18		1			5.6	%
Branch consolidation, property and equipment charges	5			4		1			25.0	%
Visa class B shares expense	5			—		5			NM
Provision (credit) for unfunded credit losses	(2		)	2		(4		)	(200.0	)%
Other miscellaneous expenses	96			142		(46		)	(32.4	)%
	$	871		$	922	$	(51	)	(5.5	)%



	Nine Months Ended September 30						Year-to-Date 9/30/2019 vs. 9/30/2018
	2019			2018			Amount			Percent
	(Dollars in millions)
Salaries and employee benefits	$	1,428		$	1,479		$	(51	)	(3.4	)%
Net occupancy expense	242			249			(7		)	(2.8	)%
Furniture and equipment expense	243			243			—			—	%
Outside services	145			141			4			2.8	%
Professional, legal and regulatory expenses	67			92			(25		)	(27.2	)%
Marketing	69			71			(2		)	(2.8	)%
FDIC insurance assessments	37			71			(34		)	(47.9	)%
Credit/checkcard expenses	53			44			9			20.5	%
Branch consolidation, property and equipment charges	13			8			5			62.5	%
Visa class B shares expense	12			12			—			—	%
Provision (credit) for unfunded credit losses	(3		)	(3		)	—			—	%
Other miscellaneous expenses	286			310			(24		)	(7.7	)%
	$	2,592		$	2,717		$	(125	)	(4.6	)%

Salaries and employee benefits—Salaries and employee benefits consist of salaries, incentive compensation, long-term incentives, payroll taxes, and other employee benefits such as 401(k), pension, and medical, life and disability insurance, as well as, expenses from liabilities held for employee benefit purposes. Salaries and employee benefits increased for the third quarter and decreased for the first nine months of 2019 compared to the same periods in 2018. The increase for the third quarter of 2019 was driven primarily by an additional pay day during the quarter and higher production-based incentives. These increases were partially offset by a decrease in severance charges and continued staffing reductions. The decrease in severance charges was the

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primary driver of the decrease for the first nine months of 2019. Full-time equivalent headcount from continuing operations decreased to 19,549 at September 30, 2019 from 19,869 at September 30, 2018, reflecting the impact of the Company's efficiency initiatives implemented as part of its strategic priorities.

Professional, legal and regulatory expenses—Professional, legal and regulatory expenses consist of amounts related to legal, consulting, other professional fees and regulatory charges. Professional, legal and regulatory expenses decreased during the third quarter and first nine months of 2019 compared to the same periods in 2018 primarily due to lower consulting fees and a reduction in legal fees.

FDIC insurance assessments—FDIC insurance assessments decreased in the third quarter and first nine months of 2019 compared to the same periods in 2018 primarily due to the discontinuation of the FDIC assessment surcharge that was in place throughout the first nine months of 2018.

Visa class B shares expense—Visa class B share expense is associated with shares sold in the prior year. The Visa class B shares have restrictions tied to finalization of certain covered litigation. Visa class B share expense increased in the third quarter of 2019 compared to the same period in 2018 as a result of changes in the status of certain covered litigation.

Other miscellaneous expenses—Other miscellaneous expenses include expenses related to communications, postage, supplies, certain credit-related costs, foreclosed property expenses, mortgage repurchase costs, operational losses and other costs (benefits) related to employee benefit plans. Other miscellaneous expenses decreased during the third quarter and first nine months of 2019 compared to the same periods in 2018 primarily driven by a $60 million contribution to Regions' charitable foundation that was made in the third quarter of 2018. This was partially offset by higher operational losses and an increase in non-service related pension costs associated with a lower discount rate.

INCOME TAXES

The Company’s income tax expense from continuing operations for the three months ended September 30, 2019 was $107 million and $85 million for the three months ended September 30, 2018, resulting in effective taxes rates of 20.6 percent and 18.7 percent, respectively. Income tax expense from continuing operations for the nine months ended September 30, 2019 was $305 million compared to income tax expense of $302 million for the same period in 2018, resulting in effective tax rates of 20.3 percent and 20.7 percent, respectively. The Company expects the full-year effective tax rate will be 20 percent to 21 percent for 2019.

The effective tax rate is affected by many factors including, but not limited to, the level of pre-tax income, the mix of income between various tax jurisdictions with differing tax rates, net tax benefits related to affordable housing investments, bank-owned life insurance, tax-exempt interest, and nondeductible expenses. In addition, the effective tax rate is affected by items that may occur in any given period but are not consistent from period-to-period, such as the termination of certain leveraged leases, share-based payments, valuation allowance changes and changes to unrecognized tax benefits. Accordingly, the comparability of the effective tax rate between periods may be impacted.

At September 30, 2019, the Company reported a net deferred tax liability of $409 million compared to a net deferred tax asset of $20 million at December 31, 2018. The change was due to a change in the composition of net unrealized gains and losses from a net loss to a net gain related primarily to available for sale securities and derivative instruments.

DISCONTINUED OPERATIONS

Regions' results from discontinued operations are presented in Note 3 "Discontinued Operations" to the consolidated financial statements in the Annual Report on Form 10-K for the year ended December 31, 2018. The results from discontinued operations for both the third quarter 2019 and 2018 were immaterial.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Reference is made to pages 83 through 87 included in Management’s Discussion and Analysis.

Item 4. Controls and Procedures

Based on an evaluation, as of the end of the period covered by this Form 10-Q, under the supervision and with the participation of Regions’ management, including its Chief Executive Officer and Chief Financial Officer, the Chief Executive Officer and Chief Financial Officer have concluded that Regions’ disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) are effective. During the quarter ended September 30, 2019, there have been no changes in Regions’ internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, Regions’ internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Information required by this item is set forth in Note 12, “Commitments, Contingencies and Guarantees” in the Notes to the Consolidated Financial Statements (Unaudited) in Part I. Item 1. of this report, which is incorporated by reference.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Information concerning Regions’ repurchases of its outstanding common stock during the three month period ended September 30, 2019, is set forth in the following table:

Issuer Purchases of Equity Securities



Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Approximate Dollar Value of Shares That May Yet Be Purchased Under Publicly Announced Plans or Programs
July 1-31, 2019	5,100,000	$	15.95	5,100,000	$	1,288,602,780
August 1-31, 2019	22,454,869	$	14.41	22,454,869	$	964,728,254
September 1-30, 2019	12,130,933	$	15.15	12,130,933	$	780,744,464
Total 3rd Quarter	39,685,802	$	14.83	39,685,802	$	780,744,464

On June 27, 2019, the Board authorized the repurchase of up to $1.37 billion of the Company's common stock, permitting repurchases from the beginning of the third quarter of 2019 through the end of the second quarter of 2020. As of September 30, 2019, Regions has repurchased approximately 39.7 million shares of common stock at a total cost of approximately $589 million under this plan. All of these shares were immediately retired upon repurchase and, therefore, will not be included in treasury stock.

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Item 6. Exhibits

The following is a list of exhibits including items incorporated by reference



3.1		Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.1 to Form 10-Q Quarterly Report filed by registrant on August 6, 2012.

3.2		Certificate of Designations, incorporated by reference to Exhibit 3.3 to Form 8-A filed by registrant on November 1, 2012.

3.3		Certificate of Designations, incorporated by reference to Exhibit 3.3 to the Form 8-A filed by registrant on April 28, 2014.

3.4		Certificate of Designations, incorporated by reference to Exhibit 3.4 to the Form 8-A filed by registrant on April 29, 2019.

3.5		By-laws as amended and restated, incorporated by reference to Exhibit 3.2 to Form 8-K Current Report filed by registrant on July 24, 2019.

10.1		Regions Financial Corporation Executive Severance Plan, incorporated by reference to Exhibit 10.1 to Form 8-K Current Report filed by registrant on October 18, 2019.


31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101		The following materials from Regions' Form 10-Q Report for the quarterly period ended September 30, 2019, formatted in Inline XBRL: (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Income; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Changes in Stockholders' Equity; (v) the Consolidated Statements of Cash Flows; and (vi) the Notes to the Consolidated Financial Statements.

104		The cover page of Regions' Form 10-Q Report for the quarter ended September 30, 2019, formatted in Inline XBRL (included within the Exhibit 101 attachments).

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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 thereunto duly authorized.




DATE: November 6, 2019		Regions Financial Corporation

		/S/ HARDIE B. KIMBROUGH, JR.
		Hardie B. Kimbrough, Jr. Executive Vice President and Controller (Chief Accounting Officer and Authorized Officer)