Glossary of Defined Terms

Agencies - collectively, FNMA, FHLMC and GNMA.

ACL - Allowance for credit losses.

ALCO - Asset/Liability Management Committee.

~~Allowance - Allowance for credit losses.~~

ALLL - Allowance for loan and lease losses.

Allowance - Allowance for credit losses.

AOCI - Accumulated other comprehensive income.

ARRC - Alternative Reference Rates Committee.

ASC - Accounting Standards Codification.

Ascentium - Ascentium Capital, LLC., an equipment finance entity acquired April 1, 2020.

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.

CARES Act - Coronavirus Aid, Relief, and Economic Security Act

CCAR - Comprehensive Capital Analysis and Review.

CECL - Accounting Standards Update 2016-13, Measurement of Credit Losses on Financial Instruments ("Current

Expected Credit Losses")

CEO - Chief Executive Officer.

CET1 - Common Equity Tier 1.

CFPB - Consumer Financial Protection Bureau.

~~CMBS - Commercial mortgage-backed securities.~~

Company - Regions Financial Corporation and its subsidiaries.

COVID-19 - Coronavirus Disease 2019.

CPI - Consumer price index.

CPR - Constant (or Conditional) prepayment rate.

CRA - Community Reinvestment Act of 1977.

CRE - Commercial real estate- mortgage owner-occupied and commercial real estate-construction owner-occupied

classes in the Commercial portfolio segment.

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

DFAST - Dodd-Frank Act Stress Test.

DPD - Days past due.

DUS - Fannie Mae Delegated Underwriting & Servicing.

E&P - Extraction and production.

EAD - Exposure-at-default.

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

ERI - Eligible retained income.

FASB - Financial Accounting Standards Board.

FCA - Financial Conduct Authority.

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.~~of.1987.

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

Fintechs - Financial Technology Companies.

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

FOMC - Federal Open Market Committee.

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.

GSE - Government Sponsored Entities.

G-SIB - Globally Systematically Important Bank Holding Company.

HPI - Housing price index.

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

ISM - Institute for Supply Chain Management.

IPO - Initial public offering.

IRE - Investor real estate portfolio segment.

IRS - Internal Revenue Service.

LCR - Liquidity coverage ratio.

LGD - Loss given default.

LIBOR - London InterBank Offered Rate.

LLC - Limited Liability Company.

LROC - Liquidity Risk Oversight Committee.

LTIP - Long-term incentive plan.

LTV - Loan to value.

MBA - Mortgage Bankers Association.

MBS - Mortgage-backed securities.

Morgan Keegan - Morgan Keegan & Company, Inc., sold April 2, 2012.

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.

PCD - Purchased credit deteriorated.

PD - Probability of default.

PPP - Paycheck Protection Program.

R&S - Reasonable and supportable.

Raymond James - Raymond James Financial, Inc.

REIT - Real estate investment trust.

Regions Securities - Regions Securities LLC.

RETDR - Reasonable expectation of a troubled debt restructuring.

S&P 500 - a stock market index that measures the stock performance of 500 large companies listed on stock

exchanges in the United States.

SBA - Small Business Administration.

SBIC - Small Business Investment Company.

SCB - Stress Capital Buffer.

SEC - U.S. Securities and Exchange Commission.

SERP - Supplemental Executive Retirement Plan.

SLB - Stress leverage buffer.

SNC - Shared national credit.

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.

TTC - Through-the-cycle.

U.S. - United States.

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

USD - United States dollar.

UTB - Unrecognized tax benefits.

VIE - Variable interest entity.

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

Volker Rule - Section 619 of the Dodd-Frank Act and regulations promulgated thereunder, as applicable.

wSTWF - Weighted short-term wholesale funding.

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. Further, statements about the potential effects of the COVID-19 pandemic on our businesses, operations, and financial results and conditions may constitute forward-looking statements and are subject to the risk that the actual effects may differ, possibly materially, from what is reflected in those forward-looking statements due to factors and future developments that are uncertain, unpredictable and in many cases beyond our control, including the scope and duration of the pandemic (including any ~~second wave or~~ resurgences), actions taken by governmental authorities in response to the pandemic and their success, the effectiveness and acceptance of any vaccines, and the direct and indirect impact of the pandemic on our customers, third parties and us. 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, ~~the risk identified in Part II Item 1A. "Risk Factors" of this Form 10-Q and~~ those described below:

•Current and future economic and market conditions in the United States generally or in the communities we serve (in particular the Southeastern United States), including the effects of possible declines in property values, increases in unemployment rates, financial market disruptions 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.

•The impact of pandemics, including the ongoing COVID-19 pandemic, on our businesses, operations, and financial results and ~~conditions.The~~conditions. The duration and severity of the ongoing COVID-19 pandemic, which has disrupted the global economy, has and could continue to adversely affect our capital and liquidity position, impair the ability of borrowers to repay outstanding loans and increase our allowance for credit losses, impair collateral values, and result in lost revenue or additional expenses. The pandemic could also cause an outflow of deposits, result in goodwill impairment charges and the impairment of other financial and nonfinancial assets, and increase our cost of capital.

•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 shareholders.

•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~~credit loss provisions or actual ~~loan~~credit losses where our allowance for ~~loan~~credit 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, including fintechs, 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, including those related to the offering of digital banking and financial services, 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, including as a result of the recent change in U.S. presidential administration and control of the U.S. Congress, 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 capital actions, including dividend payments, common stock repurchases, or redemptions of preferred stock or other regulatory capital instruments, must not cause us to fall below minimum capital ratio requirements, with applicable buffers taken into account, and must comply with other requirements and restrictions under law or imposed by our regulators, which may impact our ability to return capital to shareholders.

•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), including our ability to generate capital internally or raise capital on favorable terms, and if we fail to meet requirements, our financial condition and market perceptions of us 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~~nonfinancial 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, civil unrest, 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 (specifically in the Southeastern United States), 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, ransomware, “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 achieve our expense management initiatives.

•Market replacement of LIBOR and the related effect on our LIBOR-based financial products and contracts, including, but not limited to, derivative products, debt obligations, deposits, investments, and loans.

•Possible downgrades in our credit ratings or outlook could, among other negative impacts, 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.

•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, ~~2019~~2020 and ~~Quarterly Report on Form 10-Q for the quarter ended June 30, 2020,~~ as filed with the SEC and available on its website at www.sec.gov.

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


	September 30, 2020			December 31, 2019				March 31, 2021		December 31, 2020
	(In millions, except share data)							(In millions, except share data)
Assets							Assets
Cash and due from banks	$	1,972		$	1,598		Cash and due from banks	$	1,918	$	1,558
Interest-bearing deposits in other banks	11,501			2,516			Interest-bearing deposits in other banks	23,002		16,398
Debt securities held to maturity (estimated fair value of $1,289 and $1,372, respectively)	1,190			1,332
Debt securities available for sale (amortized cost of $25,896 and $22,332, respectively)	27,007			22,606
Loans held for sale (includes $1,084 and $439 measured at fair value, respectively)	1,187			637
Debt securities held to maturity (estimated fair value of $1,131 and $1,215, respectively)							Debt securities held to maturity (estimated fair value of $1,131 and $1,215, respectively)	1,059		1,122
Debt securities available for sale (amortized cost of $26,579 and $26,092, respectively)							Debt securities available for sale (amortized cost of $26,579 and $26,092, respectively)	27,092		27,154
Loans held for sale (includes $1,169 and $1,446 measured at fair value, respectively)							Loans held for sale (includes $1,169 and $1,446 measured at fair value, respectively)	1,487		1,905
Loans, net of unearned income	88,359			82,963			Loans, net of unearned income	84,755		85,266
Allowance for loan losses	(2,276		)	(869		)	Allowance for loan losses	(1,976)		(2,167)
Net loans	86,083			82,094			Net loans	82,779		83,099
Other earning assets	1,267			1,518			Other earning assets	1,262		1,217
Premises and equipment, net	1,896			1,960			Premises and equipment, net	1,852		1,897
Interest receivable	347			362			Interest receivable	336		346
Goodwill	5,187			4,845			Goodwill	5,181		5,190
Residential mortgage servicing rights at fair value	267			345			Residential mortgage servicing rights at fair value	401		296
Other identifiable intangible assets, net	129			105			Other identifiable intangible assets, net	114		122
Other assets	7,147			6,322			Other assets	6,848		7,085
Total assets	$	145,180		$	126,240		Total assets	$	153,331	$	147,389
Liabilities and Equity							Liabilities and Equity
Deposits:							Deposits:
Non-interest-bearing	$	49,754		$	34,113		Non-interest-bearing	$	55,925	$	51,289
Interest-bearing	68,691			63,362			Interest-bearing	73,677		71,190
Total deposits	118,445			97,475			Total deposits	129,602		122,479
Borrowed funds:							Borrowed funds:
Short-term borrowings	0			2,050

Long-term borrowings	4,919			7,879			Long-term borrowings	2,916		3,569
Total borrowed funds	4,919			9,929			Total borrowed funds	2,916		3,569
Other liabilities	3,912			2,541			Other liabilities	2,951		3,230
Total liabilities	127,276			109,945			Total liabilities	135,469		129,278
Equity:							Equity:
Preferred stock, authorized 10 million shares, par value $1.00 per share							Preferred stock, authorized 10 million shares, par value $1.00 per share
Non-cumulative perpetual, including related surplus, net of issuance costs; issued—1,850,000 and 1,500,000 shares, respectively	1,656			1,310
Common stock, authorized 3 billion shares, par value $.01 per share:
Issued including treasury stock— 1,001,277,897 and 998,278,188 shares, respectively	10			10
Non-cumulative perpetual, including related surplus, net of issuance costs; issued—1,850,000 shares							Non-cumulative perpetual, including related surplus, net of issuance costs; issued—1,850,000 shares	1,656		1,656
Common stock, authorized 3 billion shares, par value $0.01 per share:							Common stock, authorized 3 billion shares, par value $0.01 per share:
Issued including treasury stock— 1,001,756,659 and 1,001,507,052 shares, respectively							Issued including treasury stock— 1,001,756,659 and 1,001,507,052 shares, respectively	10		10
Additional paid-in capital	12,714			12,685			Additional paid-in capital	12,740		12,731
Retained earnings	3,330			3,751			Retained earnings	4,235		3,770
Treasury stock, at cost—41,032,676 shares	(1,371		)	(1,371		)
Treasury stock, at cost— 41,032,676 shares							Treasury stock, at cost— 41,032,676 shares	(1,371)		(1,371)
Accumulated other comprehensive income, net	1,565			(90		)	Accumulated other comprehensive income, net	592		1,315
Total shareholders’ equity	17,904			16,295			Total shareholders’ equity	17,862		18,111

Total liabilities and equity	$	145,180		$	126,240		Total liabilities and equity	$	153,331	$	147,389

See notes to consolidated financial statements.

REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME


	Three Months Ended March 31
	2021		2020
	(In millions, except per share data)
Interest income on:
Loans, including fees	$	854	$	903
Debt securities	133		158
Loans held for sale	12		5
Other earning assets	14		13

Total interest income	1,013		1,079
Interest expense on:
Deposits	19		84
Short-term borrowings	0		8
Long-term borrowings	27		59
Total interest expense	46		151


Net interest income	967		928
Provision for (benefit from) credit losses	(142)		373
Net interest income after provision for (benefit from) credit losses	1,109		555
Non-interest income:
Service charges on deposit accounts	157		178
Card and ATM fees	115		105
Investment management and trust fee income	66		62
Capital markets income	100		9
Mortgage income	90		68
Securities gains (losses), net	1		0
Other	112		63
Total non-interest income	641		485
Non-interest expense:
Salaries and employee benefits	546		467
Net occupancy expense	77		79
Equipment and software expense	90		83
Other	215		207
Total non-interest expense	928		836
Income before income taxes	822		204
Income tax expense	180		42





Net income	$	642	$	162

Net income available to common shareholders	$	614	$	139
Weighted-average number of shares outstanding:
Basic	961		957
Diluted	968		961



Earnings per common share:
Basic	$	0.64	$	0.15
Diluted	$	0.63	$	0.14

Three Months Ended September 30 Nine Months Ended September 30
2020 2019 2020 2019
(In millions, except per share data)
Interest income on:
Loans, including fees $ 903
$ 970
$ 2,704
$ 2,943
Debt securities 140
160
446
488
Loans held for sale 8
5
19
12
Other earning assets 8
15
32
55
Total interest income 1,059
1,150
3,201
3,498
Interest expense on:
Deposits 32
116
156
349
Short-term borrowings 0
14
10
41
Long-term borrowings 39
83
147
281
Total interest expense 71
213
313
671
Net interest income 988
937
2,888
2,827
Provision for credit losses ⁽¹⁾
113
108
1,368
291
Net interest income after provision for credit losses ⁽¹⁾
875
829
1,520
2,536
Non-interest income:
Service charges on deposit accounts 152
186
461
542
Card and ATM fees 115
114
321
343
Investment management and trust fee income 62
63
186
179
Capital markets income 61
36
165
117
Mortgage income 108
56
258
114
Securities gains (losses), net 3
0
4
(26 )
Other 154
103
318
285
Total non-interest income 655
558
1,713
1,554
Non-interest expense:
Salaries and employee benefits 525
481
1,519
1,428
Net occupancy expense 80
80
235
242
Furniture and equipment expense 89
83
258
243
Other 202
227
644
679
Total non-interest expense 896
871
2,656
2,592
Income before income taxes 634
516
577
1,498
Income tax expense 104
107
99
305
Net income $ 530
$ 409
$ 478
$ 1,193
Net income available to common shareholders $ 501
$ 385
$ 403
$ 1,137
Weighted-average number of shares outstanding:
Basic 960
988
959
1,005
Diluted 962
991
961
1,010
Earnings per common share:
Basic $ 0.52
$ 0.39
$ 0.42
$ 1.13
Diluted $ 0.52
$ 0.39
$ 0.42
$ 1.13

~~_________~~

See notes to consolidated financial statements.

REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


	Three Months Ended September 30							Three Months Ended March 31
	2020			2019				2021		2020
	(In millions)							(In millions)
Net income	$	530		$	409		Net income	$	642	$	162
Other comprehensive income, net of tax:							Other comprehensive income, net of tax:
Unrealized losses on securities transferred to held to maturity:							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)	0			0
Less: reclassification adjustments for amortization of unrealized losses on securities transferred to held to maturity (net of ($2) and ($1) tax effect, respectively)	(2		)	(1		)
Unrealized losses on securities transferred to held to maturity during the period (net of 0 and 0 tax effect, respectively)							Unrealized losses on securities transferred to held to maturity during the period (net of 0 and 0 tax effect, respectively)	0		0
Less: reclassification adjustments for amortization of unrealized losses on securities transferred to held to maturity (net of ($1) and 0 tax effect, respectively)							Less: reclassification adjustments for amortization of unrealized losses on securities transferred to held to maturity (net of ($1) and 0 tax effect, respectively)	(2)		(1)
Net change in unrealized losses on securities transferred to held to maturity, net of tax	2			1			Net change in unrealized losses on securities transferred to held to maturity, net of tax	2		1
Unrealized gains on securities available for sale:							Unrealized gains on securities available for sale:
Unrealized holding gains (losses) arising during the period (net of zero and $45 tax effect, respectively)	(2		)	133
Less: reclassification adjustments for securities gains realized in net income (net of $1 and zero tax effect, respectively)	2			0
Unrealized holding gains (losses) arising during the period (net of ($138) and $151 tax effect, respectively)							Unrealized holding gains (losses) arising during the period (net of ($138) and $151 tax effect, respectively)	(410)		446
Less: reclassification adjustments for securities gains (losses) realized in net income (net of 0 and 0 tax effect, respectively)							Less: reclassification adjustments for securities gains (losses) realized in net income (net of 0 and 0 tax effect, respectively)	1		0
Net change in unrealized gains on securities available for sale, net of tax	(4		)	133			Net change in unrealized gains on securities available for sale, net of tax	(411)		446
Unrealized gains on derivative instruments designated as cash flow hedges:							Unrealized gains on derivative instruments designated as cash flow hedges:
Unrealized holding gains on derivatives arising during the period (net of zero and $56 tax effect, respectively)	2			167
Less: reclassification adjustments for gains (losses) on derivative instruments realized in net income (net of $24 and ($2) tax effect, respectively)	70			(5		)
Net change in unrealized gains (losses) on derivative instruments, net of tax	(68		)	172
Unrealized holding gains (losses) on derivatives arising during the period (net of ($83) and $325 tax effect, respectively)							Unrealized holding gains (losses) on derivatives arising during the period (net of ($83) and $325 tax effect, respectively)	(248)		966
Less: reclassification adjustments for gains (losses) on derivative instruments realized in net income (net of $26 and $2 tax effect, respectively)							Less: reclassification adjustments for gains (losses) on derivative instruments realized in net income (net of $26 and $2 tax effect, respectively)	76		7
Net change in unrealized gains on derivative instruments, net of tax							Net change in unrealized gains on derivative instruments, net of tax	(324)		959
Defined benefit pension plans and other post employment benefits:							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)	0			(1		)
Less: reclassification adjustments for amortization of actuarial losses and settlements realized in net income (net of ($2) and ($3) tax effect, respectively)	(9		)	(11		)
Net actuarial gains (losses) arising during the period (net of 0 and 0 tax effect, respectively)							Net actuarial gains (losses) arising during the period (net of 0 and 0 tax effect, respectively)	0		0
Less: reclassification adjustments for amortization of actuarial loss and settlements realized in net income (net of ($3) and ($3) tax effect, respectively)							Less: reclassification adjustments for amortization of actuarial loss and settlements realized in net income (net of ($3) and ($3) tax effect, respectively)	(10)		(8)
Net change from defined benefit pension plans and other post employment benefits, net of tax	9			10			Net change from defined benefit pension plans and other post employment benefits, net of tax	10		8
Other comprehensive income, net of tax	(61		)	316			Other comprehensive income, net of tax	(723)		1,414
Comprehensive income	$	469		$	725		Comprehensive income	$	(81)	$	1,576

	Nine Months Ended September 30
	2020			2019
	(In millions)
Net income	$	478		$	1,193
Other comprehensive income, 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)	0			0
Less: reclassification adjustments for amortization of unrealized losses on securities transferred to held to maturity (net of ($2) and ($1) tax effect, respectively)	(4		)	(4		)
Net change in unrealized losses on securities transferred to held to maturity, net of tax	4			4
Unrealized gains on securities available for sale:
Unrealized holding gains arising during the period (net of $212 and $209 tax effect, respectively)	629			618
Less: reclassification adjustments for securities gains realized in net income (net of $1 and ($6) tax effect, respectively)	3			(20		)
Net change in unrealized gains on securities available for sale, net of tax	626			638
Unrealized gains on derivative instruments designated as cash flow hedges:
Unrealized holding gains on derivatives arising during the period (net of $377 and $194 tax effect, respectively)	1,121			576
Less: reclassification adjustments for gains (losses) on derivative instruments realized in net income (net of $41 and ($6) tax effect, respectively)	122			(17		)
Net change in unrealized gains on derivative instruments, net of tax	999			593
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)	0			(1		)
Less: reclassification adjustments for amortization of actuarial losses and settlements realized in net income (net of ($8) and ($8) tax effect, respectively)	(26		)	(25		)
Net change from defined benefit pension plans and other post employment benefits, net of tax	26			24
Other comprehensive income, net of tax	1,655			1,259
Comprehensive income	$	2,133		$	2,452

See notes to consolidated financial statements.

REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY


	Shareholders' Equity
	Preferred Stock			Common Stock			Additional Paid-In Capital		Retained Earnings		Treasury Stock, At Cost		Accumulated Other Comprehensive Income, Net		Total
	Shares	Amount		Shares	Amount
	(In millions)
BALANCE AT JANUARY 1, 2020	2	$	1,310	957	$	10	$	12,685	$	3,751	$	(1,371)	$	(90)	$	16,295
Cumulative effect from change in accounting guidance	—	—		—	—		—		(377)		—		—		(377)
Net income	—	—		—	—		—		162		—		—		162
Other comprehensive income (loss), net of tax	—	—		—	—		—		—		—		1,414		1,414

Cash dividends declared	—	—		—	—		—		(149)		—		—		(149)

Preferred stock dividends	—	—		—	—		—		(23)		—		—		(23)


Impact of stock transactions under compensation plans, net	—	—		—	—		10		—		—		—		10

BALANCE AT MARCH 31, 2020	2	$	1,310	957	$	10	$	12,695	$	3,364	$	(1,371)	$	1,324	$	17,332





































BALANCE AT JANUARY 1, 2021	2	$	1,656	960	$	10	$	12,731	$	3,770	$	(1,371)	$	1,315	$	18,111

Net income	—	—		—	—		—		642		—		—		642
Other comprehensive income (loss), net of tax	—	—		—	—		—		—		—		(723)		(723)
Cash dividends declared	—	—		—	—		—		(149)		—		—		(149)
Preferred stock dividends	—	—		—	—		—		(28)		—		—		(28)


Impact of common stock transactions under compensation plans, net	—	—		1	—		9		—		—		—		9

BALANCE AT MARCH 31, 2021	2	$	1,656	961	$	10	$	12,740	$	4,235	$	(1,371)	$	592	$	17,862

Shareholders' Equity
Preferred Stock Common Stock
Additional
Paid-In
Capital

Retained
Earnings

Treasury
Stock,
At Cost

Accumulated
Other
Comprehensive
Income, Net
Total
Non-
controlling
Interest
Shares Amount Shares Amount
(In millions, except per share data)
BALANCE AT JANUARY 1, 2019 1
$ 820
1,025
$ 11
$ 13,766
$ 2,828
$ (1,371 ) $ (964 ) $ 15,090
$ 0
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 ) —
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 and other —
—
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
$ 0

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 and other —
—
—
—
11
—
—
—
11
—
BALANCE AT SEPTEMBER 30, 2019 2
$ 1,310
964
$ 10
$ 12,803
$ 3,534
$ (1,371 ) $ 295
$ 16,581
$ —

BALANCE AT JANUARY 1, 2020 2
$ 1,310
957
$ 10
$ 12,685
$ 3,751
$ (1,371 ) $ (90 ) $ 16,295
$ 0
Cumulative effect from change in accounting guidance —
—
—
—
—
(377 ) —
—
(377 ) —
Net income —
—
—
—
—
162
—
—
162
—
Other comprehensive income (loss), net of tax —
—
—
—
—
—
—
1,414
1,414
—
Cash dividends declared —
—
—
—
—
(149 ) —
—
(149 ) —
Preferred stock dividends —
—
—
—
—
(23 ) —
—
(23 ) —
Impact of common stock transactions under compensation plans, net —
—
—
—
10
—
—
—
10
—
BALANCE AT MARCH 31, 2020 2
$ 1,310
957
$ 10
$ 12,695
$ 3,364
$ (1,371 ) $ 1,324
$ 17,332
$ 0

BALANCE AT APRIL 1, 2020 2
$ 1,310
957
$ 10
$ 12,695
$ 3,364
$ (1,371 ) $ 1,324
$ 17,332
$ 0
Net income (loss) —
—
—
—
—
(214 ) —
—
(214 ) —
Other comprehensive income (loss), net of tax —
—
—
—
—
—
—
302
302
—
Cash dividends declared —
—
—
—
—
(149 ) —
—
(149 ) —
Preferred stock dividends —
—
—
—
—
(23 ) —
—
(23 ) —
Net proceeds from issuance of 350 thousand shares of Series D preferred stock, including related surplus —
346
—
—
—
—
—
—
346
—
Impact of common stock transactions under compensation plans, net —
—
3
—
8
—
—
—
8
—
Other —
—
—
—
—
—
—
—
—
26
BALANCE AT JUNE 30, 2020 2
$ 1,656
960
$ 10
$ 12,703
$ 2,978
$ (1,371 ) $ 1,626
$ 17,602
$ 26

BALANCE AT JULY 1, 2020 2
$ 1,656
960
$ 10
$ 12,703
$ 2,978
$ (1,371 ) $ 1,626
$ 17,602
$ 26
Net income —
—
—
—
—
530
—
—
530
—
Other comprehensive income, net of tax —
—
—
—
—
—
—
(61 ) (61 ) —
Cash dividends declared —
—
—
—
—
(149 ) —
—
(149 ) —
Preferred stock dividends —
—
—
—
—
(29 ) —
—
(29 ) —
Impact of stock transactions under compensation plans, net —
—
0
—
11
—
—
—
11
—
Other —
—
—
—
—
—
—
—
—
(26 )
BALANCE AT SEPTEMBER 30, 2020 2
$ 1,656
960
$ 10
$ 12,714
$ 3,330
$ (1,371 ) $ 1,565
$ 17,904
$ 0

See notes to consolidated financial statements.

REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Three Months Ended March 31
	2021		2020
	(In millions)
Operating activities:
Net income	$	642	$	162
Adjustments to reconcile net income to net cash from operating activities:
Provision for (benefit from) credit losses	(142)		373
Depreciation, amortization and accretion, net	101		100

Securities losses, net	(1)		0

Deferred income tax expense (benefit)	92		(69)
Originations and purchases of loans held for sale	(1,716)		(1,034)
Proceeds from sales of loans held for sale	2,131		1,140

(Gain) loss on sale of loans, net	(74)		(33)

Net change in operating assets and liabilities:

Other earning assets	(51)		(212)
Interest receivable and other assets	(96)		41

Other liabilities	(273)		221
Other	106		98
Net cash from operating activities	719		787
Investing activities:
Proceeds from maturities of debt securities held to maturity	63		36
Proceeds from sales of debt securities available for sale	27		31
Proceeds from maturities of debt securities available for sale	1,439		844
Purchases of debt securities available for sale	(2,005)		(1,308)

Net proceeds from (payments for) bank-owned life insurance	0		(1)
Proceeds from sales of loans	120		85
Purchases of loans	(269)		(472)
Purchases of mortgage servicing rights	(11)		(4)
Net change in loans	596		(4,448)
Net purchases of other assets	(27)		(43)

Net cash from investing activities	(67)		(5,280)
Financing activities:
Net change in deposits	7,123		2,555
Net change in short-term borrowings	0		1,100
Proceeds from long-term borrowings	0		3,950
Payments on long-term borrowings	(632)		(1,799)

Cash dividends on common stock	(149)		(149)
Cash dividends on preferred stock	(28)		(23)

Taxes paid related to net share settlement of equity awards	(2)		0

Net cash from financing activities	6,312		5,634
Net change in cash and cash equivalents	6,964		1,141
Cash and cash equivalents at beginning of year	17,956		4,114
Cash and cash equivalents at end of period	$	24,920	$	5,255

Nine Months Ended September 30
2020 2019
(In millions)
Operating activities:
Net income $ 478
$ 1,193
Adjustments to reconcile net income to net cash from operating activities:
Provision for credit losses⁽¹⁾
1,368
291
Depreciation, amortization and accretion, net 360
321
Securities (gains) losses, net (4 ) 26
Deferred income tax expense (234 ) 7
Originations and purchases of loans held for sale (4,684 ) (2,594 )
Proceeds from sales of loans held for sale 4,328
2,428
(Gain) loss on sale of loans, net (181 ) (92 )
(Gain) loss on early extinguishment of debt 8
0
Net change in operating assets and liabilities:
Other earning assets 269
(74 )
Interest receivable and other assets 0
(129 )
Other liabilities 513
551
Other 104
156
Net cash from operating activities 2,325
2,084
Investing activities:
Proceeds from maturities of debt securities held to maturity 141
105
Proceeds from sales of debt securities available for sale 175
4,762
Proceeds from maturities of debt securities available for sale 3,360
2,619
Purchases of debt securities available for sale (6,396 ) (7,165 )
Net proceeds from (payments for) bank-owned life insurance (3 ) (4 )
Proceeds from sales of loans 193
405
Purchases of loans (1,266 ) (877 )
Purchases of mortgage servicing rights (35 ) (19 )
Net change in loans (2,522 ) 523
Net purchases of other assets (96 ) (127 )
Payment for acquisition of a business, net of cash received

(381 ) 0
Net cash from investing activities (6,830 ) 222
Financing activities:
Net change in deposits 20,970
(186 )
Net change in short-term borrowings (2,050 ) 3,801
Proceeds from long-term borrowings 4,698
21,274
Payments on long-term borrowings (9,569 ) (24,675 )
Net proceeds from issuance of preferred stock 346
490
Cash dividends on common stock (446 ) (426 )
Cash dividends on preferred stock (75 ) (56 )
Repurchases of common stock 0
(969 )
Taxes paid related to net share settlement of equity awards (7 ) (29 )
Other (3 ) (1 )
Net cash from financing activities 13,864
(777 )
Net change in cash and cash equivalents 9,359
1,529
Cash and cash equivalents at beginning of year 4,114
3,538
Cash and cash equivalents at end of period $ 13,473
$ 5,067

~~_________~~

(1) Upon adoption of CECL on January 1, 2020, the provision for credit losses is now the sum of the provision for loans losses and the provision for unfunded credit commitments. Prior to the adoption, the provision for unfunded commitments is included in other non-interest expense.

See notes to consolidated financial statements.

REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

~~Nine~~Three Months Ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~

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, ~~2019.~~2020. Regions has evaluated all subsequent events for potential recognition and disclosure through the filing date of this Form 10-Q.

During ~~2020,~~2021, the Company adopted new accounting guidance related to several ~~topics, including CECL.~~topics. See Note ~~13 and below~~12 for related disclosures.

~~CECL~~

~~On January 1, 2020, the Company adopted CECL~~, which replaces the incurred loss methodology with an expected loss methodology. The measurement of expected losses under CECL is applicable to financial assets measured at amortized cost, including loan receivables and debt securities held to maturity. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments in leases recognized by a lessor in accordance with accounting guidance on leases. In addition, CECL required changes to the accounting for debt securities available for sale. The adoption of CECL had a material impact to the allowance for credit losses (see below). The cumulative effect of the modified retrospective application for all items in scope was a reduction to retained earnings of $377 million, net of taxes, $375 million of which was attributable to the allowance and $2 million of which was attributable to other financial assets.

~~DEBT SECURITIES~~14

The company adopted CECL using the prospective transition approach for debt securities for which OTTI had previously been recognized. As a result, the amortized cost basis remained the same before and after adoption. Recoveries of amounts previously written off relating to improvements in cash flows after January 1, 2020 will be recorded in earnings when received.

For debt securities available for sale, CECL eliminates the concept of OTTI and instead requires entities to determine if impairment is related to credit loss or non-credit loss. In making the assessment of whether a loss is from credit or other factors, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows is less than the amortized cost basis, a credit loss exists and an allowance is created, limited by the amount that the fair value is less than the amortized cost basis.

Subsequent activity related to the credit loss component (e.g. write-offs, recoveries) is recognized as part of the allowance for credit losses on debt securities available for sale. Securities held to maturity are evaluated under the allowance for credit losses model. For securities which have an expectation of zero nonpayment of the amortized cost basis (e.g. U.S. Treasury securities or agency securities), the expected credit loss is zero.

~~LOANS~~

Loans held for investment are carried at amortized cost (the principal amount outstanding, net of premiums, discounts, unearned income and deferred loan fees and costs). Regions elected to exclude accrued interest receivable balances from the amortized cost basis. Interest receivable is included as a separate line item on the balance sheets. Additionally, Regions elected to not estimate an allowance on interest receivable balances because the Company has non-accrual policies in place that provide for the accrual of interest to cease on a timely basis when all contractual amounts due are not expected. See more information about Regions' non-accrual policies in Note 1 of Regions' Annual Report on Form 10-K for the year ended December 31, 2019.

Purchased loans are recorded at their fair value at the acquisition date. Purchased loans are evaluated and classified as either PCD, which indicates that the loan has experienced more than insignificant credit deterioration since origination, or non-PCD loans. For PCD loans, the sum of the loans' purchase price and allowance for credit losses, which is determined using the same methodology as originated loans, becomes their initial amortized cost basis. For non-PCD loans, the difference between the fair value and the par value is considered the fair value mark. The non-credit discount or premium related to PCD loans and the fair value mark on non-PCD loans is accreted or amortized to interest income over the contractual life of the loan using the effective interest method. Subsequent changes in the allowance related to PCD and non-PCD loans are recognized in the provision for credit losses.

TDRs are loans whereby the borrower is experiencing financial difficulty at the time of restructuring, and Regions has granted a concession to the borrower. TDRs are undertaken in order to improve the likelihood of recovery on the loan and may take the form of modifications to the stated interest rate such that it is lower than the current market rate for new debt with similar risk, other modifications to the structure of the loan that fall outside of normal underwriting policies and procedures, or in limited circumstances forgiveness of principal and/or interest. Insignificant delays in payments are not considered TDRs. Prior to the adoption of CECL on January 1, 2020, all loans with the TDR designation were considered to be impaired, even if they were accruing. With the adoption of CECL on January 1, 2020, the definition of impaired loans was removed from accounting guidance.

~~ALLOWANCE~~

Regions adopted CECL using the modified retrospective method for loans held for investment, net investment in lease assets, and off-balance sheet credit exposures. Results for reporting periods beginning January 1, 2020 are presented under CECL while prior periods' amounts continue to be reported in accordance with previously applicable GAAP. The cumulative effect of the retrospective application for loans and unfunded commitments was an increase in the allowance of $501 million and a reduction to retained earnings of $375 million, with the difference being an increase to deferred tax assets.

Upon the adoption of CECL, the allowance is intended to cover expected credit losses over the contractual life of loans measured at amortized cost, including unfunded commitments. Management’s measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and R&S forecasts that affect the collectability of the reported amount. For periods beyond which Regions makes or obtains such R&S forecasts, Regions reverts to historical credit loss information. Regions maintains an appropriate level of allowance that falls within an acceptable range of estimated losses, measured in accordance with GAAP. Management's determination of the appropriateness of the allowance is based on many factors, including, but not limited to, an evaluation and rating of the loan portfolio; historical loan loss experience; current economic conditions; collateral values securing loans; levels of problem loans; volume, growth, quality and composition of the loan portfolio; regulatory guidance; R&S economic forecasts; and other relevant factors. Changes in any of these factors, assumptions, or the availability of new information, could require that the allowance be adjusted in future periods, perhaps materially. Loss forecasting models are built on historical loss information and then applied to the current portfolio. Outputs from the loss forecasting models in combination with Regions' qualitative framework, and other analyses are used to inform management in its estimation of Regions' expected credit losses. Actual losses could vary, perhaps materially, from management’s estimates. The entire allowance is available to cover all charge-offs that arise from the loan portfolio.

Regions' allowance calculation is a significant estimate. Regions uses its best judgment to assess economic conditions and loss data in estimating the CECL allowance and these estimates are subject to periodic refinement based on changes in underlying external or internal data. Therefore, assumptions and decisions driving the estimate may change as conditions change. These assumptions and estimates are detailed below.

~~R & S forecast period~~

During the two-year R&S forecast period, Regions incorporates forward-looking information by utilizing its internally developed and approved Base economic forecast. The scenario is developed by the Chief Economist and approved through a formal governance process. The Base forecast considers market forward/consensus information and is consistent with the Company's organization-wide economic outlook. When appropriate, additional scenarios, including externally created scenarios, are considered as part of the determination of the allowance.

~~Reversion period~~

Regions utilizes an exponential reversion approach that reverts to TTC rates derived from the simple average of all historical quarterly observations for PD, LGD, EAD and prepayment rates. The length of the reversion period differs by class of financing receivable.

~~Historical loss period~~

Regions does not adjust historical loss information for existing economic conditions or expectations of future economic conditions for periods that are beyond the R&S period. Regions utilizes internal historical loss information; however, there are certain loan portfolios that also benefit from the use of external or other reference data due to identified limitations with internal historical data.

~~Contractual life~~

Regions estimates expected credit losses over the contractual life of a loan. Regions defines contractual life for non-revolving loans as contractual maturity, net of estimated prepayments and excluding expected extensions, renewals and modifications unless 1) Regions has a reasonable expectation at the reporting date that it will execute a TDR with the borrower ("RETDR") or 2) extension or renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancellable by Regions.

~~RETDR~~

Regions individually identifies commercial and investor real estate loans for inclusion as RETDRs. The identification criteria are based on internal risk ratings and time to maturity. Regions typically does not identify consumer loans as RETDRs due to the insignificant period between initial contact with a customer regarding a loan modification and when a TDR modification is consummated.

The RETDR status extends the life of the loan past the contractual maturity and includes the allowance impact of interest rate concessions. Loans identified as RETDRs will be treated consistently from a modeling/reserving perspective as loans identified as TDRs.

~~Contractual term extensions (borrower versus lender option to renew)~~

Regions' consumer loan contracts do not permit automatic extensions or unilateral customer extensions, and Regions retains the right to approve or deny any extension requested from the borrower. As a result, extensions and renewal options are not included in the life of consumer loans for the purposes of calculating the allowance. Similarly, Regions does not include extension and renewal options in the life of commercial loans for the purposes of calculating the allowance, unless it is a RETDR. Most commercial products do not offer borrowers a unilateral right to renew or extend.

~~Contractual life of credit card receivables~~

Regions estimates the life of credit card receivables based on the amount and timing of payments expected to be collected. Regions' credit card allowance estimate only considers the amount of debt outstanding at the reporting date (the current position) because undrawn balances are unconditionally cancellable and therefore are not considered. Regions classifies credit card accounts into one of three payment patterns: dormant, transacting or revolving. The dormant accounts are idle, carry no balance, and do not contribute to the allowance. The transacting account holders tend to pay the entire balance due every month and are, therefore, subject to practically no interest charges. For transactor accounts, the current position balance is expected to be paid off in one quarter. The revolving accounts tend to be subject to interest charges, and their current position balance liquidates over time. Regions' credit card portfolio is comprised primarily of revolvers.

~~Collateral-dependent loans~~

Regions' collateral-dependent consumer loans are loans secured by collateral (primarily real estate) that meet the partial charge-down requirements disclosed in Note 1 of Regions' Annual Report on Form 10-K for the year ended December 31, 2019. Regions evaluates significant commercial and investor loans that are in financial difficulty and secured by collateral to determine if they are collateral dependent.

For collateral-dependent loans, CECL requires an entity to measure the expected credit losses based on the fair value of the collateral at the reporting date when the entity determines that foreclosure is probable. Additionally, CECL allows a fair value of collateral practical expedient as a measurement approach for loans when the repayment is expected to be provided substantially through the operation or sale of the collateral when the borrower is experiencing financial difficulty ("collateral dependent”). For any collateral-dependent loans that meet Regions' specific allowance criteria (see below), Regions will calculate the CECL allowance based on the fair value of collateral methodology. For collateral-dependent consumer, commercial and investor real estate loans that do not meet Regions' specific allowance criteria (as described below), Regions considers the value of the collateral through the LGD component of the loss model based on collateral type.

~~Credit enhancements~~

Regions' estimate of credit losses reflects how credit enhancements, other than those that are freestanding contracts, mitigate expected credit losses on financial assets. In the event that a credit enhancement arrangement is considered to be a freestanding contract, Regions excludes the credit enhancement from the related loan when estimating expected credit losses.

~~Unfunded commitments and other off-balance sheet items~~

CECL requires an entity to record a liability or allowance for credit losses for the unfunded portion of a loan commitment in the event that the issuer does not have the unconditional right to cancel the commitment. For an unfunded commitment to be considered unconditionally cancellable, Regions must be able to, at any time, with or without cause, refuse to extend credit. The liability is measured over the full contractual period for which Regions is exposed to credit risk through a current obligation to

~~extend credit. In determining the liability, management considers the likelihood that funding will occur, and if funded, the related expected credit losses under the CECL model.~~

Regions' off-balance sheet unfunded commitments in the form of home equity lines, standby letters of credit, commercial letters of credit and commercial revolving products that are deemed to be conditionally cancellable will include unfunded balances within the allowance estimate. Future advances from certain unfunded commitments and other revolving products where Regions does have the unconditional right to cancel these agreements will not be included.

~~CALCULATION OF THE ALLOWANCE FOR CREDIT LOSSES~~

~~Pooled allowances~~

The allowance is measured on a collective (pool) basis when similar risk characteristics exist. Segmentation variables for commercial and investor real estate segments include product, loan size, collateral type, risk rating and term. Segmentation variables considered for consumer segments include product, FICO, LTV, age, TDR status, etc. The allowance is estimated for most portfolios and classes using econometric models to estimate expected credit losses. In general, discounted cash flow models are not used for the purpose of estimating expected losses for the purpose of the ACL. Most of the econometric models include PD, LGD, and EAD components. Less complex estimation methods are used for smaller loan portfolios.

~~Specific allowances~~

Due to their size, complexity and individualized risk characteristics and monitoring, the allowance for significant non-accrual commercial and investor real estate loans (including TDRs) and unfunded commitments is measured on an individual basis. Loans evaluated individually are not included in the collective evaluation. Regions generally measures the allowance for these loans based on the present value of estimated cash flows, considering all facts and circumstances specific to the borrower and market and economic conditions. The allowance measurement for collateral-dependent loans that meet the individually evaluated threshold is based on the fair value of collateral methodology.

~~TDRs and RETDRs~~

Loans identified as TDRs and RETDRs are included in their respective loan pools (if they do not qualify for specific evaluation) and losses are determined by CECL models. The effect of the interest rate concession on these loans is considered through a post-model adjustment.

~~Qualitative framework~~

While quantitative allowance methodologies strive to reflect all risk factors, any estimate involves assumptions and uncertainties resulting in some level of imprecision. Imprecision exists in the estimation process due to the inherent time lag between obtaining information, performing the calculation, as well as variations between estimates and actual outcomes. Regions adjusts the allowance considering quantitative and qualitative factors which may not be directly measured in the modeled calculations. Regions' qualitative framework provides for specific, quantitatively supported model adjustments and general imprecision adjustments. Specific model adjustments capture highly specific issues or events that Regions believes are not adequately captured in model outcomes. General imprecision adjustments address other sources of imprecision that are not specifically identifiable or quantifiable to a particular loan portfolio and have not been captured by the model or by a specific model adjustment. Regions considers general imprecision in three dimensions; economic forecast imprecision, model error imprecision, and process imprecision.

~~FAIR VALUE MEASUREMENTS~~

During the third quarter of 2020, an equity investee held by the Company executed an initial public offering. As a result, the investment was categorized as an equity investment measured at fair value on a recurring basis using the framework provided in "Note 1 Summary of Significant Accounting Policies" in Regions’ Annual Report on Form 10-K for the year ended December 31, 2019.

~~ITEMS MEASURED AT FAIR VALUE ON A RECURRING BASIS~~

~~Equity investments,~~ which consists of the Company's holding in an equity investee that is traded on an active exchange, is valued using a quoted market price for a similar instrument in an active market, adjusted for marketability considerations; this valuation is a Level 2 measurement.

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, 2020

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 $ 609
$ 0
$ (21 ) $ 588
$ 39
$ 0
$ 627
Commercial agency 604
0
(2 ) 602
60
0
662
$ 1,213
$ 0
$ (23 ) $ 1,190
$ 99
$ 0
$ 1,289

Debt securities available for sale:
U.S. Treasury securities $ 177
$ 6
$ 0
$ 183
$ 183
Federal agency securities 103
3
0
106
106
Mortgage-backed securities:
Residential agency 18,465
659
(4 ) 19,120
19,120
Residential non-agency 1
0
0
1
1
Commercial agency 5,370
355
(2 ) 5,723
5,723
Commercial non-agency 587
15
0
602
602
Corporate and other debt securities 1,193
80
(1 ) 1,272
1,272
$ 25,896
$ 1,118
$ (7 ) $ 27,007
$ 27,007


	March 31, 2021
			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	$	501	$	0	$	(17)	$	484	$	29	$	0	$	513
Commercial agency	576		0		(1)		575		43		0		618
	$	1,077	$	0	$	(18)	$	1,059	$	72	$	0	$	1,131

Debt securities available for sale:
U.S. Treasury securities	$	229	$	4	$	(1)	$	232					$	232
Federal agency securities	100		1		(3)		98						98
Mortgage-backed securities:
Residential agency	18,563		458		(175)		18,846						18,846
Residential non-agency	1		0		0		1						1
Commercial agency	6,038		219		(58)		6,199						6,199
Commercial non-agency	558		12		0		570						570
Corporate and other debt securities	1,090		56		0		1,146						1,146
	$	26,579	$	750	$	(237)	$	27,092					$	27,092


	December 31, 2019																	December 31, 2020
			Recognized in OCI ⁽¹⁾							Not Recognized in OCI										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			Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Carrying Value		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
	(In millions)																	(In millions)
Debt securities held to maturity:																	Debt securities held to maturity:
Mortgage-backed securities:																	Mortgage-backed securities:
Residential agency	$	736	$	0	$	(26	)	$	710	$	22	$	0		$	732	Residential agency	$	554	$	0	$	(19)	$	535	$	34	$	0	$	569
Commercial agency	625		0		(3		)	622		20		(2		)	640		Commercial agency	589		0		(2)		587		59		0		646
	$	1,361	$	0	$	(29	)	$	1,332	$	42	$	(2	)	$	1,372		$	1,143	$	0	$	(21)	$	1,122	$	93	$	0	$	1,215

Debt securities available for sale:																	Debt securities available for sale:
U.S. Treasury securities	$	180	$	2	$	0		$	182						$	182	U.S. Treasury securities	$	178	$	5	$	0	$	183					$	183
Federal agency securities	42		1		0			43							43		Federal agency securities	102		3		0		105						105
Mortgage-backed securities:																	Mortgage-backed securities:
Residential agency	15,336		218		(38		)	15,516							15,516		Residential agency	18,455		625		(4)		19,076						19,076
Residential non-agency	1		0		0			1							1		Residential non-agency	1		0		0		1						1
Commercial agency	4,720		77		(31		)	4,766							4,766		Commercial agency	5,659		346		(6)		5,999						5,999
Commercial non-agency	639		8		0			647							647		Commercial non-agency	571		15		0		586						586
Corporate and other debt securities	1,414		38		(1		)	1,451							1,451		Corporate and other debt securities	1,126		78		0		1,204						1,204
	$	22,332	$	344	$	(70	)	$	22,606						$	22,606		$	26,092	$	1,072	$	(10)	$	27,154					$	27,154

_________

(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 ~~$10.1~~$9.5 billion and ~~$8.3~~$10.3 billion at ~~September 30, 2020,~~March 31, 2021, and December 31, ~~2019,~~2020, respectively, 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, 2020,~~March 31, 2021, and December 31, ~~2019.~~2020.

The amortized cost and estimated fair value of debt securities held to maturity and debt securities available for sale at ~~September 30, 2020,~~March 31, 2021, 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 $ 609
$ 627
Commercial agency 604
662
$ 1,213
$ 1,289
Debt securities available for sale:
Due in one year or less $ 132
$ 133
Due after one year through five years 957
1,005
Due after five years through ten years 278
310
Due after ten years 106
113
Mortgage-backed securities:
Residential agency 18,465
19,120
Residential non-agency 1
1
Commercial agency 5,370
5,723
Commercial non-agency 587
602
$ 25,896
$ 27,007


	Amortized Cost		Estimated Fair Value
	(In millions)
Debt securities held to maturity:




Mortgage-backed securities:
Residential agency	$	501	$	513
Commercial agency	576		618
	$	1,077	$	1,131
Debt securities available for sale:
Due in one year or less	$	268	$	271
Due after one year through five years	756		793
Due after five years through ten years	285		303
Due after ten years	110		109
Mortgage-backed securities:
Residential agency	18,563		18,846
Residential non-agency	1		1
Commercial agency	6,038		6,199
Commercial non-agency	558		570
	$	26,579	$	27,092

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, 2020,~~March 31, 2021, and December 31, ~~2019.~~2020. For debt securities transferred to held to 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.


	March 31, 2021
	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 available for sale:
U.S. Treasury securities	$	62	$	(1)	$	2	$	0	$	64	$	(1)
Federal agency securities	62		(3)		0		0		62		(3)
Mortgage-backed securities:
Residential agency	$	7,100	$	(175)	$	21	$	0	$	7,121	$	(175)
Commercial agency	1,644		(58)		19		0		1,663		(58)


	$	8,868	$	(237)	$	42	$	0	$	8,910	$	(237)

September 30, 2020
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 available for sale:
Mortgage-backed securities:
Residential agency $ 462
$ (4 ) $ 115
$ 0
$ 577
$ (4 )
Commercial agency 537
(2 ) 0
0
537
(2 )
Corporate and other debt securities 16
(1 ) 0
0
16
(1 )
$ 1,015
$ (7 ) $ 115
$ 0
$ 1,130
$ (7 )

December 31, 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 $ 82
$ 0
$ 501
$ (5 ) $ 583
$ (5 )
Commercial agency 0
0
127
(5 ) 127
(5 )
$ 82
$ 0
$ 628
$ (10 ) $ 710
$ (10 )

Debt securities available for sale:
Mortgage-backed securities:
Residential agency $ 2,402
$ (11 ) $ 2,505
$ (27 ) $ 4,907
$ (38 )
Commercial agency 1,449
(31 ) 73
0
1,522
(31 )
Corporate and other debt securities 19
0
32
(1 ) 51
(1 )
$ 3,870
$ (42 ) $ 2,610
$ (28 ) $ 6,480
$ (70 )


	December 31, 2020
	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 available for sale:


Mortgage-backed securities:
Residential agency	$	914	$	(4)	$	101	$	0	$	1,015	$	(4)

Commercial agency	819		(6)		0		0		819		(6)


	$	1,733	$	(10)	$	101	$	0	$	1,834	$	(10)

The number of individual debt positions in an unrealized loss position in the tables above ~~decreased~~increased from ~~500~~129 at December 31, ~~2019,~~2020, to ~~131~~254 at ~~September 30, 2020.~~March 31, 2021. The ~~decrease~~increase in the number of securities and the total amount of unrealized losses from year-end ~~2019~~2020 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 credit impairment 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.

Gross realized gains and gross realized losses on sales of debt securities available for sale ~~are shown in~~were immaterial for the ~~table below.~~three months ended March 31, 2021 and 2020. The cost of securities sold is based on the specific identification method. As part of the Company's normal process for evaluating impairment, management did not identify ~~a limited number of~~any positions where impairment was believed to exist in ~~certain periods, as shown in~~either of the ~~table below.~~three months ended March 31, 2021or 2020.

Three Months Ended September 30 Nine Months Ended September 30
2020 2019 2020 2019
(In millions)
Gross realized gains $ 3
$ 6
$ 5
$ 14
Gross realized losses 0
(6 ) (1 ) (39 )
Impairment 0
0
0
(1 )
Securities gains (losses), net $ 3
$ 0
$ 4

$ (26 )

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, 2020 December 31, 2019
(In millions, net of unearned income)
Commercial and industrial $ 45,199
$ 39,971
Commercial real estate mortgage—owner-occupied 5,451
5,537
Commercial real estate construction—owner-occupied 305
331
Total commercial 50,955
45,839
Commercial investor real estate mortgage 5,598
4,936
Commercial investor real estate construction 1,984
1,621
Total investor real estate 7,582
6,557
Residential first mortgage 16,195
14,485
Home equity lines 4,753
5,300
Home equity loans 2,839
3,084
Indirect—vehicles 1,120
1,812
Indirect—other consumer 2,663
3,249
Consumer credit card 1,189
1,387
Other consumer 1,063
1,250
Total consumer 29,822
30,567
$ 88,359
$ 82,963


	March 31, 2021		December 31, 2020
	(In millions)
Commercial and industrial	$	43,241	$	42,870
Commercial real estate mortgage—owner-occupied	5,335		5,405
Commercial real estate construction—owner-occupied	293		300
Total commercial	48,869		48,575
Commercial investor real estate mortgage	5,405		5,394
Commercial investor real estate construction	1,817		1,869
Total investor real estate	7,222		7,263
Residential first mortgage	16,643		16,575
Home equity lines	4,286		4,539
Home equity loans	2,631		2,713
Indirect—vehicles	768		934
Indirect—other consumer	2,262		2,431
Consumer credit card	1,111		1,213
Other consumer	963		1,023
Total consumer	28,664		29,428
Total loans, net of unearned income	$	84,755	$	85,266

During the ~~nine~~three months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ Regions purchased approximately ~~$1.3 billion~~$261 million and ~~$877~~$470 million in indirect-other consumer, residential first mortgage and commercial and industrial loans from third parties, respectively. ~~Approximately $36 million of the nine months ended September 30, 2020 purchases will be paid in the fourth quarter of 2020.~~

~~In January 2019, Regions decided to discontinue its indirect auto lending business due to 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 remains in the direct auto lending business.

At ~~September 30, 2020, $21.4~~March 31, 2021, $19.6 billion in securities and net eligible loans held by Regions were pledged ~~to secure current and~~for potential borrowings from the FHLB. At ~~September 30, 2020,~~March 31, 2021, an additional ~~$19.3~~$17.7 billion in net eligible loans held by Regions were pledged to the FRB for potential borrowings.

Included in the commercial and industrial loan balance are sales-type and direct financing leases totaling ~~$1.3~~$1.2 billion as of ~~September 30, 2020,~~March 31, 2021, with related income of ~~$43~~$16 million for the ~~nine~~three months ended ~~September 30, 2020.~~March 31, 2021.

ALLOWANCE FOR CREDIT LOSSES

~~On January 1, 2020,~~ Regions ~~adopted CECL, which replaces~~determines the ~~incurred loss methodology with an expected loss methodology. Refer to Note 1 "Basis of Presentation" and Note 13 "Recent Accounting Pronouncements" for description~~appropriate level of the ~~adoption of CECL and Regions'~~ allowance ~~methodology. Additionally, refer~~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, ~~2019,~~2020, for a description of the ~~methodology prior to the adoption of CECL on January 1, 2020.~~methodology.

As of ~~September 30, 2020,~~March 31, 2021, Regions' total loans included ~~$4.6~~$4.3 billion of PPP loans. These loans are guaranteed by the Federal government and as the guarantee is not separable from the loans, Regions ~~did not record~~recorded an immaterial allowance on these loans.

ROLLFORWARD OF ALLOWANCE FOR CREDIT LOSSES

~~The cumulative effect of the adoption of CECL on January 1, 2020 for loans and unfunded commitments was an increase in the allowance of $501 million.~~ During the ~~first nine~~three months ~~of 2020,~~ended March 31, 2021, Regions ~~increased~~decreased the allowance by ~~an additional $1.0 billion~~$225 million to ~~$2.4~~$2.1 billion, which represents management's best estimate of expected losses over the life of the portfolio. The ~~increase~~decrease was due primarily to ~~higher expected~~improving credit ~~losses due to the economic impact~~metrics, improvement in macroeconomic conditions and ~~ongoing uncertainty of the COVID-19 pandemic.~~recent government stimulus programs. Macroeconomic factors utilized in the CECL loss models include, but are not limited to, unemployment rate, GDP, HPI and the S&P 500 index, with unemployment being the most significant macroeconomic ~~factor within the CECL models.~~factor. Regions' models

are sensitive to changes in the economic ~~scenario. The September 30, 2020~~scenarios. While the March 31, 2021 economic forecast includes a degree of uncertainty around how long the ~~ongoing~~ COVID-19 pandemic ~~including availability of a vaccine, ultimate consumer impact/~~will persist, the ~~effectiveness of government relief programs and debt payment relief provided by Regions, further stimulus packages and the path for fully opening the economy. These factors cannot be fully reflected~~forecast continues to exhibit improvement in the ~~model. Therefore, the risks~~economic outlook. Risks to the economic forecast and the model limitations ~~were~~are considered through model adjustments and the qualitative framework.

The following tables present analyses of the allowance by portfolio segment for the three ~~and nine~~ months ended ~~September 30, 2020~~March 31, 2021 and ~~2019. The total allowance~~2020.



	Three Months Ended March 31, 2021
	Commercial		Investor Real Estate		Consumer		Total
	(In millions)
Allowance for loan losses, January 1, 2021	$	1,196	$	183	$	788	$	2,167
Provision for (benefit from) loan losses	(83)		(18)		(7)		(108)

Loan losses:
Charge-offs	(47)		(15)		(52)		(114)
Recoveries	16		0		15		31
Net loan (losses) recoveries	(31)		(15)		(37)		(83)
Allowance for loan losses, March 31, 2021	1,082		150		744		1,976
Reserve for unfunded credit commitments, January 1, 2021	97		14		15		126
Provision for (benefit from) unfunded credit losses	(30)		(3)		(1)		(34)
Reserve for unfunded credit commitments, March 31, 2021	67		11		14		92
Allowance for credit losses, March 31, 2021	$	1,149	$	161	$	758	$	2,068


	Three Months Ended March 31, 2020
	Commercial		Investor Real Estate		Consumer		Total
	(In millions)
Allowance for loan losses, December 31, 2019	$	537	$	45	$	287	$	869
Cumulative change in accounting guidance	(3)		7		434		438
Allowance for loan losses, January 1, 2020 (adjusted for change in accounting guidance)	534		52		721		1,307
Provision for loan losses	251		10		115		376

Loan losses:
Charge-offs	(71)		0		(73)		(144)
Recoveries	7		1		13		21
Net loan (losses) recoveries	(64)		1		(60)		(123)
Allowance for loan losses, March 30, 2020	721		63		776		1,560
Reserve for unfunded credit commitments, December 31, 2019	41		4		0		45
Cumulative change in accounting guidance	36		13		14		63
Reserve for unfunded credit commitments, January 1, 2020 (adjusted for change in accounting guidance)	77		17		14		108
Provision for (benefit from) unfunded credit losses	(4)		1		0		(3)
Reserve for unfunded credit commitments, March 30, 2020	73		18		14		105
Allowance for credit losses, March 31, 2020	$	794	$	81	$	790	$	1,665

PORTFOLIO SEGMENT RISK FACTORS

Regions’ portfolio segments are commercial, investor real estate and consumer. Classes within each segment present unique credit risks. Refer to Note 6 "Allowance for ~~loan losses and~~Credit Losses" in the ~~related loan portfolio ending balances~~Annual Report on Form 10-K for the ~~nine months~~year ended ~~September 30, 2019 are disaggregated~~December 31, 2020 for information regarding Regions’ portfolio segments and related classes, as well as the risks specific to detail the amounts derived through individual evaluation and collective evaluation for impairment. Prior to 2020, the allowance for loan losses related to individually evaluated loans was attributable to allowances for non-accrualeach.

CREDIT QUALITY INDICATORS

The commercial and investor real estate loans and all TDRs ("impaired loans") and the allowance for loan losses related to collectively evaluated loans was attributable to the remainder of the portfolio. With the adoption of CECL on January 1, 2020, the impaired loan designation and disclosures related to impaired loans are no longer required.

Three Months Ended September 30, 2020
Commercial
Investor Real
Estate
Consumer Total
(In millions)
Allowance for loan losses, July 1, 2020 $ 1,271
$ 160
$ 845
$ 2,276
Provision for loan losses 59
30
24
113
Loan losses:
Charge-offs (86 ) 0
(53 ) (139 )
Recoveries 11
0
15
26
Net loan (losses) recoveries (75 ) 0
(38 ) (113 )
Allowance for loan losses, September 30, 2020 1,255
190
831
2,276
Reserve for unfunded credit commitments, July 1, 2020 107
27
15
149
Provision for unfunded credit losses 26
(22 ) (4 ) 0
Reserve for unfunded credit commitments, September 30, 2020 133
5
11
149
Allowance for credit losses, September 30, 2020 $ 1,388
$ 195
$ 842
$ 2,425

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 ) 0
(75 ) (114 )
Recoveries 9
0
13
22
Net loan (losses) recoveries (30 ) 0
(62 ) (92 )
Allowance for loan losses, September 30, 2019 552
48
269
869
Reserve for unfunded credit commitments, July 1, 2019 46
4
0
50
Provision (credit) for unfunded credit losses (2 ) 0
0
(2 )
Reserve for unfunded credit commitments, September 30, 2019 44
4
0
48
Allowance for credit losses, September 30, 2019 $ 596
$ 52
$ 269
$ 917

Nine Months Ended September 30, 2020
Commercial
Investor Real
Estate
Consumer Total
(In millions)
Allowance for loan losses, December 31, 2019 $ 537
$ 45
$ 287
$ 869
Cumulative change in accounting guidance (Note 1) (3 )
7

434

438
Allowance for loan losses, January 1, 2020 (adjusted for change in accounting guidance) 534
52
721
1,307
Provision for loan losses 932
137
258
1,327
Initial allowance on acquired PCD loans 60 0
0
60
Loan losses:
Charge-offs (299 ) 0
(188 ) (487 )
Recoveries 28
1
40
69
Net loan (losses) recoveries (271 ) 1
(148 ) (418 )
Allowance for loan losses, September 30, 2020 1,255
190
831
2,276
Reserve for unfunded credit commitments, December 31, 2019 41
4
0
45
Cumulative change in accounting guidance (Note 1) 36

13

14

63
Reserve for unfunded credit commitments, January 1, 2020 (adjusted for change in accounting guidance) 77
17
14
108
Provision for unfunded credit losses 56
(12 ) (3 ) 41
Reserve for unfunded credit commitments, September 30, 2020 133
5
11
149
Allowance for credit losses, September 30, 2020 $ 1,388
$ 195
$ 842
$ 2,425

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 ) 0
(216 ) (329 )
Recoveries 24
2
41
67
Net loan (losses) recoveries (89 ) 2
(175 ) (262 )
Allowance for loan losses, September 30, 2019 552
48
269
869
Reserve for unfunded credit commitments, January 1, 2019 47
4
0
51
Provision (credit) for unfunded credit losses (3 ) 0
0
(3 )
Reserve for unfunded credit commitments, September 30, 2019 44
4
0
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

~~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 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

Table of CECL in 2020, the disclosure of credit quality indicators for loan portfolio segments and classes, excluding loans held for sale, is presented by credit quality indicator by vintage year. Regions defines the vintage date for the purposes of disclosure as the date of the most recent credit decision. In general, renewals are categorized as new credit decisions and reflect the renewal date as the vintage date. Loans that are modified as a TDR are considered to be a continuation of the original loan, therefore the origination date of the original loan is reflected as the vintage date. Conte nts

~~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 lines, home equity loans, 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 theirsegments’ 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, 2020.~~

~~Commercial and investor real estate portfolio segments~~indicator is internal risk ratings which are detailed by categories related to underlying credit quality and probability of default. Regions assigns these ~~categories~~risk ratings 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~~Regions' ratings are aligned to federal banking regulators’ definitions and 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 Refer to ~~economic or market conditions that may,~~Note 6 "Allowance for Credit Losses" in the ~~future, have an adverse effect~~Annual Report on ~~debt service ability;~~Form 10-K for the year ended December 31, 2020 for information regarding commercial risk ratings.

~~Substandard Accrual—includes obligations~~Regions' consumer portfolio segment has various classes 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.”

present unique credit risks. Regions considers factors such as periodic updates of FICO scores, accrual status, days past due status, unemployment rates, home prices ~~accrual status~~ and geography as credit quality indicators for the consumer loan portfolio. FICO scores are obtained at origination as part of Regions' formal underwriting process. Refreshed FICO scores are obtained by the Company quarterly for all consumer loans, including residential first mortgage loans. Current FICO data is not available for certain loans in the portfolio for various reasons; for example, if customers do not use sufficient credit, an updated score may not be available. These categories are utilized to develop the associated allowance for credit losses. The higher the FICO score the less probability of default and vice versa.

~~With the adoption~~

The following tables present applicable credit quality indicators for the loan portfolio segments and classes, excluding loans held for sale, by vintage year as of ~~September 30,~~March 31, 2021 and December 31, 2020. Classes in the commercial and investor real estate portfolio segments are disclosed by risk rating. Classes in the consumer portfolio segment are disclosed by current FICO scores. Refer to Note 6 "Allowance for Credit Losses" in the Annual Report on Form 10-K for the year ended December 31, ~~2019,~~2020 for ~~the Credit Quality Indicator tables.~~more information regarding Regions' credit quality indicators.


	March 31, 2021
	Term Loans												Revolving Loans		Revolving Loans Converted to Amortizing		Unallocated (1)		Total
	Origination Year
	2021		2020		2019		2018		2017		Prior
	(In millions)
Commercial and industrial:
Risk Rating:
Pass(2)	$	3,755	$	10,495	$	5,656	$	3,182	$	2,242	$	3,367	$	12,048	$	0	$	(91)	$	40,654
Special Mention	6		91		252		302		$	44	$	54	560		0		0		1,309
Substandard Accrual	16		39		80		118		$	54	$	8	537		0		0		852
Non-accrual	18		36		57		91		$	20	$	33	171		0		0		426
Total commercial and industrial	$	3,795	$	10,661	$	6,045	$	3,693	$	2,360	$	3,462	$	13,316	$	0	$	(91)	$	43,241

Commercial real estate mortgage—owner-occupied:
Risk Rating:
Pass	$	312	$	1,315	$	841	$	844	$	512	$	1,060	$	137	$	0	$	(4)	$	5,017
Special Mention	3		24		25		17		18		47		1		0		0		135
Substandard Accrual	0		4		45		12		12		16		1		0		0		90
Non-accrual	0		11		23		17		22		15		5		0		0		93
Total commercial real estate mortgage—owner-occupied:	$	315	$	1,354	$	934	$	890	$	564	$	1,138	$	144	$	0	$	(4)	$	5,335

Commercial real estate construction—owner-occupied:
Risk Rating:
Pass	$	3	$	74	$	63	$	37	$	23	$	58	$	8	$	0	$	0	$	266
Special Mention	0		0		0		0		2		2		0		0		0		4
Substandard Accrual	0		1		3		1		2		7		0		0		0		14
Non-accrual	0		0		0		0		1		8		0		0		0		9
Total commercial real estate construction—owner-occupied:	$	3	$	75	$	66	$	38	$	28	$	75	$	8	$	0	$	0	$	293
Total commercial	$	4,113	$	12,090	$	7,045	$	4,621	$	2,952	$	4,675	$	13,468	$	0	$	(95)	$	48,869

Commercial investor real estate mortgage:
Risk Rating:
Pass	$	396	$	1,375	$	1,168	$	995	$	245	$	161	$	315	$	0	$	(6)	$	4,649
Special Mention	55		61		179		38		15		11		0		0		0		359
Substandard Accrual	0		71		160		57		0		9		0		0		0		297
Non-accrual	0		0		38		0		0		3		59		0		0		100
Total commercial investor real estate mortgage	$	451	$	1,507	$	1,545	$	1,090	$	260	$	184	$	374	$	0	$	(6)	$	5,405


	March 31, 2021
	Term Loans												Revolving Loans		Revolving Loans Converted to Amortizing		Unallocated (1)		Total
	Origination Year
	2021		2020		2019		2018		2017		Prior
	(In millions)
Commercial investor real estate construction:
Risk Rating:
Pass	$	43	$	253	$	590	$	191	$	1	$	2	$	680	$	0	$	(11)	$	1,749
Special Mention	0		0		32		32		0		0		3		0		0		67
Substandard Accrual	0		1		0		0		0		0		0		0		0		1
Non-accrual	0		0		0		0		0		0		0		0		0		0
Total commercial investor real estate construction	$	43	$	254	$	622	$	223	$	1	$	2	$	683	$	0	$	(11)	$	1,817
Total investor real estate	$	494	$	1,761	$	2,167	$	1,313	$	261	$	186	$	1,057	$	0	$	(17)	$	7,222

Residential first mortgage:
FICO scores
Above 720	$	902	$	5,602	$	1,554	$	695	$	886	$	3,558	$	0	$	0	$	0	$	13,197
681-720	118		475		155		90		91		453		0		0		0		1,382
620-680	45		200		103		65		67		445		0		0		0		925
Below 620	7		39		47		52		51		539		0		0		0		735
Data not available	14		56		24		10		14		135		9		0		142		404
Total residential first mortgage	$	1,086	$	6,372	$	1,883	$	912	$	1,109	$	5,130	$	9	$	0	$	142	$	16,643

Home equity lines:
FICO scores
Above 720	$	0	$	0	$	0	$	0	$	0	$	0	$	3,152	$	46	$	0	$	3,198
681-720	0		0		0		0		0		0		452		10		0		462
620-680	0		0		0		0		0		0		297		12		0		309
Below 620	0		0		0		0		0		0		173		8		0		181
Data not available	0		0		0		0		0		0		104		3		29		136
Total home equity lines	$	0	$	0	$	0	$	0	$	0	$	0	$	4,178	$	79	$	29	$	4,286

Home equity loans
FICO scores
Above 720	$	129	$	406	$	223	$	205	$	290	$	804	$	0	$	0	$	0	$	2,057
681-720	20		48		35		30		36		102		0		0		0		271
620-680	7		19		16		16		21		82		0		0		0		161
Below 620	0		2		7		8		13		61		0		0		0		91
Data not available	0		1		2		3		4		21		0		—		20		51
Total home equity loans	$	156	$	476	$	283	$	262	$	364	$	1,070	$	0	$	0	$	20	$	2,631

Indirect—vehicles:
FICO scores
Above 720	$	0	$	0	$	16	$	264	$	114	$	95	$	0	$	0	$	0	$	489
681-720	0		0		4		43		19		17		0		0		0		83
620-680	0		0		3		38		19		20		0		0		0		80
Below 620	0		0		3		36		22		27		0		0		0		88
Data not available	0		0		0		3		5		6		0		0		14		28
Total indirect- vehicles	$	0	$	0	$	26	$	384	$	179	$	165	$	0	$	0	$	14	$	768

September 30, 2020
Term Loans Revolving Loans Revolving Loans Converted to Amortizing
Unallocated ⁽¹⁾
Total
Origination Year
2020 2019 2018 2017 2016 Prior
(In millions)
Commercial and industrial:
   Risk Rating:
   Pass $ 11,748
$ 7,093
$ 4,421
$ 2,889
$ 1,329
$ 2,652
$ 12,616
$ 0
$ (96 ) $ 42,652
   Special Mention 16
165
126
113
9
43
690
0
0
1,162
   Substandard Accrual 91
35
83
29
22
92
574
0
0
926
   Non-accrual 33
65
95
21
31
26
188
0
0
459
Total commercial and industrial $ 11,888
$ 7,358
$ 4,725
$ 3,052
$ 1,391
$ 2,813

$ 14,068

$ 0

$ (96 )
$ 45,199

Commercial real estate mortgage—owner-occupied:
   Risk Rating:
   Pass $ 1,042
$ 919
$ 952
$ 600
$ 436
$ 946
$ 154
$ 0
$ (3 ) $ 5,046
   Special Mention 22
31
45
14
7
38
8
0
0
165
   Substandard Accrual 16
14
31
44
10
39
1
0
0
155
   Non-accrual 14
11
18
14
10
17
1
0
0
85
Total commercial real estate mortgage—owner-occupied: $ 1,094
$ 975
$ 1,046
$ 672
$ 463
$ 1,040

$ 164

$ 0

$ (3 ) $ 5,451

Commercial real estate construction—owner-occupied:
   Risk Rating:
   Pass $ 52
$ 77
$ 40
$ 25
$ 28
$ 46
$ 9
$ 0
$ 0
$ 277
   Special Mention 0
0
2
0
0
0
0
0
0
2
   Substandard Accrual 0
3
1
6
3
1
0
0
0
14
   Non-accrual 3
0
0
0
2
7
0
0
0
12
Total commercial real estate construction—owner-occupied: $ 55
$ 80
$ 43
$ 31
$ 33
$ 54

$ 9

$ 0

$ 0

$ 305
Total commercial $ 13,037
$ 8,413
$ 5,814
$ 3,755
$ 1,887
$ 3,907

$ 14,241

$ 0

$ (99 )
$ 50,955

Commercial investor real estate mortgage:
   Risk Rating:
   Pass $ 1,505
$ 1,210
$ 1,156
$ 396
$ 80
$ 266
$ 366
$ 0
$ (5 ) $ 4,974
   Special Mention 44
66
81
10
0
22
1
0
0
224
   Substandard Accrual 47
159
58
5
2
15
0
0
0
286
   Non-accrual 0
45
0
0
0
1
68
0
0
114
Total commercial investor real estate mortgage $ 1,596
$ 1,480
$ 1,295
$ 411
$ 82
$ 304

$ 435

$ 0

$ (5 )
$ 5,598

21


	March 31, 2021
	Term Loans												Revolving Loans		Revolving Loans Converted to Amortizing		Unallocated (1)		Total
	Origination Year
	2021		2020		2019		2018		2017		Prior
	(In millions)
Indirect—other consumer:
FICO scores
Above 720	$	0	$	365	$	609	$	345	$	124	$	80	$	0	$	0	$	0	$	1,523
681-720	0		53		151		99		37		23		0		0		0		363
620-680	0		12		64		55		23		15		0		0		0		169
Below 620	0		2		18		18		7		6		0		0		0		51
Data not available	0		17		3		3		2		1		0		0		130		156
Total indirect- other consumer	$	0	$	449	$	845	$	520	$	193	$	125	$	0	$	0	$	130	$	2,262

Consumer credit card:
FICO scores
Above 720	$	0	$	0	$	0	$	0	$	0	$	0	$	609	$	0	$	0	$	609
681-720	0		0		0		0		0		0		237		0		0		237
620-680	0		0		0		0		0		0		192		0		0		192
Below 620	0		0		0		0		0		0		79		0		0		79
Data not available	0		0		0		0		0		0		8		0		(14)		(6)
Total consumer credit card	$	0	$	0	$	0	$	0	$	0	$	0	$	1,125	$	0	$	(14)	$	1,111

Other consumer:
FICO scores
Above 720	$	56	$	183	$	136	$	67	$	22	$	7	$	110	$	0	$	0	$	581
681-720	17		49		36		15		4		2		52		0		0		175
620-680	11		30		22		9		3		1		38		0		0		114
Below 620	2		9		9		5		1		1		17		0		0		44
Data not available	43		1		0		0		0		0		3		0		2		49
Total other consumer	$	129	$	272	$	203	$	96	$	30	$	11	$	220	$	0	$	2	$	963
Total consumer loans	$	1,371	$	7,569	$	3,240	$	2,174	$	1,875	$	6,501	$	5,532	$	79	$	323	$	28,664
Total Loans	$	5,978	$	21,420	$	12,452	$	8,108	$	5,088	$	11,362	$	20,057	$	79	$	211	$	84,755


	December 31, 2020
	Term Loans												Revolving Loans		Revolving Loans Converted to Amortizing		Unallocated (1)		Total
	Origination Year
	2020		2019		2018		2017		2016		Prior
	(In millions)
Commercial and industrial:
Risk Rating:
Pass(2)	$	12,260	$	6,115	$	3,550	$	2,413	$	1,166	$	2,493	$	12,138	$	0	$	(39)	$	40,096
Special Mention	133		250		376		84		5		48		722		0		0		1,618
Substandard Accrual	41		50		78		55		20		4		490		0		0		738
Non-accrual	42		59		97		20		23		19		158		0		0		418
Total commercial and industrial	$	12,476	$	6,474	$	4,101	$	2,572	$	1,214	$	2,564	$	13,508	$	0	$	(39)	$	42,870

September 30, 2020
Term Loans Revolving Loans Revolving Loans Converted to Amortizing
Unallocated ⁽¹⁾
Total
Origination Year
2020 2019 2018 2017 2016 Prior
(In millions)
Commercial investor real estate construction:
   Risk Rating:
   Pass $ 167
$ 647
$ 371
$ 2
$ 0
$ 1
$ 678
$ 0
$ (12 ) $ 1,854
   Special Mention 26
26
56
0
0
0
10
0
0
118
   Substandard Accrual 3
2
0
0
0
0
3
0
0
8
   Non-accrual 0
0
0
0
0
0
4
0
0
4
Total commercial investor real estate construction $ 196
$ 675
$ 427
$ 2
$ 0
$ 1

$ 695

$ 0

$ (12 )
$ 1,984
Total investor real estate $ 1,792
$ 2,155
$ 1,722
$ 413
$ 82
$ 305

$ 1,130

$ 0

$ (17 )
$ 7,582

Residential first mortgage:
FICO scores
   Above 720 $ 4,271
$ 1,923
$ 981
$ 1,198
$ 1,459
$ 3,015
$ 0
$ 0
$ 0
$ 12,847
   681-720 397
190
122
127
118
390
0
0
0
1,344
   620-680 149
116
68
62
72
408
0
0
0
875
   Below 620 20
35
48
51
61
508
0
0
0
723
   Data not available 37
24
16
22
17
138
9
0
143
406
Total residential first mortgage $ 4,874
$ 2,288
$ 1,235
$ 1,460
$ 1,727
$ 4,459

$ 9

$ 0

$ 143

$ 16,195
��
Home equity lines:
FICO scores
   Above 720 $ 0
$ 0
$ 0
$ 0
$ 0
$ 0
$ 3,487
$ 37
$ 0
$ 3,524
   681-720 0
0
0
0
0
0
512
8
0
520
   620-680 0
0
0
0
0
0
336
8
0
344
   Below 620 0
0
0
0
0
0
196
7
0
203
   Data not available 0
0
0
0
0
0
124
3
35
162
Total home equity lines $ 0
$ 0
$ 0
$ 0
$ 0
$ 0

$ 4,655

$ 63

$ 35

$ 4,753

Home equity loans
FICO scores
   Above 720 $ 341
$ 279
$ 258
$ 354
$ 335
$ 639
$ 0
$ 0
$ 0
$ 2,206
   681-720 46
43
39
43
40
82
0
0
0
293
   620-680 19
19
19
25
25
69
0
0
0
176
   Below 620 2
7
10
13
16
58
0
0
0
106
   Data not available 1
1
3
5
6
19
0
0
23
58
Total home equity loans $ 409
$ 349
$ 329
$ 440
$ 422
$ 867

$ 0

$ 0

$ 23

$ 2,839

Indirect—vehicles:
FICO scores
   Above 720 $ 0
$ 21
$ 351
$ 165
$ 119
$ 58
$ 0
$ 0
$ 0
$ 714
   681-720 0
5
58
27
20
11
0
0
0
121
   620-680 0
4
51
26
22
12
0
0
0
115
   Below 620 0
4
47
29
29
19
0
0
0
128
   Data not available 0
0
4
7
5
4
0
0
22
42
Total indirect- vehicles $ 0
$ 34
$ 511
$ 254
$ 195
$ 104

$ 0

$ 0

$ 22

$ 1,120

22


	December 31, 2020
	Term Loans												Revolving Loans		Revolving Loans Converted to Amortizing		Unallocated (1)		Total
	Origination Year
	2020		2019		2018		2017		2016		Prior
	(In millions)
Commercial real estate mortgage—owner-occupied:
Risk Rating:
Pass	$	1,379	$	882	$	913	$	547	$	401	$	801	$	140	$	0	$	(3)	$	5,060
Special Mention	18		31		23		22		10		44		6		0		0		154
Substandard Accrual	3		38		16		16		4		15		2		0		0		94
Non-accrual	14		23		19		21		6		14		0		0		0		97
Total commercial real estate mortgage—owner-occupied:	$	1,414	$	974	$	971	$	606	$	421	$	874	$	148	$	0	$	(3)	$	5,405

Commercial real estate construction—owner-occupied:
Risk Rating:
Pass	$	61	$	75	$	39	$	24	$	24	$	40	$	9	$	0	$	0	$	272
Special Mention	1		0		0		2		2		0		0		0		0		5
Substandard Accrual	0		3		1		3		4		3		0		0		0		14
Non-accrual	0		0		0		1		0		8		0		0		0		9
Total commercial real estate construction—owner-occupied:	$	62	$	78	$	40	$	30	$	30	$	51	$	9	$	0	$	0	$	300
Total commercial	$	13,952	$	7,526	$	5,112	$	3,208	$	1,665	$	3,489	$	13,665	$	0	$	(42)	$	48,575

Commercial investor real estate mortgage:
Risk Rating:
Pass	$	1,663	$	1,243	$	1,137	$	252	$	65	$	162	$	332	$	0	$	(5)	$	4,849
Special Mention	5		77		76		15		0		7		0		0		0		180
Substandard Accrual	69		114		57		0		2		9		0		0		0		251
Non-accrual	0		44		1		0		0		1		68		0		0		114
Total commercial investor real estate mortgage	$	1,737	$	1,478	$	1,271	$	267	$	67	$	179	$	400	$	0	$	(5)	$	5,394

Commercial investor real estate construction:
Risk Rating:
Pass	$	224	$	601	$	266	$	1	$	0	$	1	$	679	$	0	$	(11)	$	1,761
Special Mention	30		36		31		0		0		0		9		0		0		106
Substandard Accrual	1		1		0		0		0		0		0		0		0		2
Non-accrual	0		0		0		0		0		0		0		0		0		0
Total commercial investor real estate construction	$	255	$	638	$	297	$	1	$	0	$	1	$	688	$	0	$	(11)	$	1,869
Total investor real estate	$	1,992	$	2,116	$	1,568	$	268	$	67	$	180	$	1,088	$	0	$	(16)	$	7,263

Residential first mortgage:
FICO scores
Above 720	$	5,564	$	1,738	$	809	$	1,023	$	1,279	$	2,709	$	0	$	0	$	0	$	13,122
681-720	525		189		103		112		113		360		0		0		0		1,402
620-680	211		100		73		64		67		404		0		0		0		919
Below 620	31		44		50		51		60		499		0		0		0		735
Data not available	52		23		13		16		15		126		10		0		142		397
Total residential first mortgage	$	6,383	$	2,094	$	1,048	$	1,266	$	1,534	$	4,098	$	10	$	0	$	142	$	16,575


																								December 31, 2020
	September 30, 2020																							Term Loans												Revolving Loans		Revolving Loans Converted to Amortizing		Unallocated (1)		Total
	Term Loans												Revolving Loans		Revolving Loans Converted to Amortizing		Unallocated ⁽¹⁾			Total				Origination Year
	Origination Year																							2020		2019		2018		2017		2016		Prior
	2020		2019		2018		2017		2016		Prior													(In millions)

Home equity lines:																							Home equity lines:
FICO scores																							FICO scores
Above 720																							Above 720	$	0	$	0	$	0	$	0	$	0	$	0	$	3,334	$	45	$	0	$	3,379
681-720																							681-720	0		0		0		0		0		0		492		10		0		502
620-680																							620-680	0		0		0		0		0		0		319		11		0		330
Below 620																							Below 620	0		0		0		0		0		0		181		7		0		188
Data not available																							Data not available	0		0		0		0		0		0		107		3		30		140
Total home equity lines																							Total home equity lines	$	0	$	0	$	0	$	0	$	0	$	0	$	4,433	$	76	$	30	$	4,539

Home equity loans																							Home equity loans
FICO scores																							FICO scores
Above 720																							Above 720	$	417	$	251	$	233	$	325	$	304	$	580	$	0	$	0	$	0	$	2,110
681-720																							681-720	57		40		35		39		37		76		0		0		0		284
620-680																							620-680	21		17		19		22		25		65		0		0		0		169
Below 620																							Below 620	2		7		9		13		15		52		0		0		0		98
Data not available																							Data not available	1		2		2		4		5		17		0		0		21		52
Total home equity loans																							Total home equity loans	$	498	$	317	$	298	$	403	$	386	$	790	$	0	$	0	$	21	$	2,713

Indirect—vehicles:																							Indirect—vehicles:
FICO scores																							FICO scores
Above 720																							Above 720	$	0	$	18	$	305	$	137	$	92	$	40	$	0	$	0	$	0	$	592
681-720																							681-720	0		5		50		22		16		8		0		0		0		101
620-680																							620-680	0		4		44		23		18		8		0		0		0		97
Below 620																							Below 620	0		3		42		26		24		14		0		0		0		109
Data not available																							Data not available	0		0		4		6		4		4		0		0		17		35
Total indirect- vehicles																							Total indirect- vehicles	$	0	$	30	$	445	$	214	$	154	$	74	$	0	$	0	$	17	$	934
	(In millions)
	Indirect—other consumer:																						Indirect—other consumer:
																							FICO scores
	$	257	$	849	$	448	$	154	$	69	$	36	$	0	$	0	$	0		$	1,813		Above 720	$	297	$	721	$	392	$	138	$	60	$	31	$	0	$	0	$	0	$	1,639
	29		191		129		47		20		11		0		0		0			427			681-720	39		173		116		41		18		9		0		0		0		396
620-680	6		81		70		29		13		7		0		0		0			206			620-680	9		73		63		27		12		6		0		0		0		190
Below 620	1		21		23		10		6		3		0		0		0			64			Below 620	1		22		22		9		5		2		0		0		0		61
Data not available	0		4		3		2		1		1		0		0		142			153			Data not available	0		3		3		2		1		1		0		0		135		145
Total indirect- other consumer	$	293	$	1,146	$	673	$	242	$	109	$	58	$	0	$	0	$	142		$	2,663		Total indirect- other consumer	$	346	$	992	$	596	$	217	$	96	$	49	$	0	$	0	$	135	$	2,431

Consumer credit card:	Consumer credit card:																						Consumer credit card:
FICO scores																							FICO scores
Above 720	$	0	$	0	$	0	$	0	$	0	$	0	$	647	$	0	$	0		$	647		Above 720	$	0	$	0	$	0	$	0	$	0	$	0	$	667	$	0	$	0	$	667
681-720	0		0		0		0		0		0		251		0		0			251			681-720	0		0		0		0		0		0		255		0		0		255
620-680	0		0		0		0		0		0		207		0		0			207			620-680	0		0		0		0		0		0		208		0		0		208
Below 620	0		0		0		0		0		0		88		0		0			88			Below 620	0		0		0		0		0		0		91		0		0		91
Data not available	0		0		0		0		0		0		7		0		(11		)	(4		)	Data not available	0		0		0		0		0		0		7		0		(15)		(8)
Total consumer credit card	$	0	$	0	$	0	$	0	$	0	$	0	$	1,200	$	0	$	(11	)	$	1,189		Total consumer credit card	$	0	$	0	$	0	$	0	$	0	$	0	$	1,228	$	0	$	(15)	$	1,213

Other consumer:
FICO scores
Above 720	$	175	$	194	$	102	$	38	$	10	$	4	$	117	$	0	$	0		$	640
681-720	49		53		25		7		2		1		53		0		0			190
620-680	26		33		16		5		1		1		41		0		0			123
Below 620	8		13		8		3		1		0		19		0		0			52
Data not available	53		1		0		1		0		0		2		0		1			58
Total other consumer	$	311	$	294	$	151	$	54	$	14	$	6	$	232	$	0	$	1		$	1,063
Total consumer loans	$	5,887	$	4,111	$	2,899	$	2,450	$	2,467	$	5,494	$	6,096	$	63	$	355		$	29,822
Total Loans	$	20,716	$	14,679	$	10,435	$	6,618	$	4,436	$	9,706	$	21,467	$	63	$	239		$	88,359


	December 31, 2020
	Term Loans												Revolving Loans		Revolving Loans Converted to Amortizing		Unallocated (1)		Total
	Origination Year
	2020		2019		2018		2017		2016		Prior
	(In millions)
Other consumer:
FICO scores
Above 720	$	209	$	163	$	84	$	30	$	7	$	3	$	117	$	0	$	0	$	613
681-720	61		44		20		5		1		1		52		0		0		184
620-680	34		28		13		4		1		1		42		0		0		123
Below 620	11		11		6		3		1		0		19		0		0		51
Data not available	46		1		0		0		0		0		3		0		2		52
Total other consumer	$	361	$	247	$	123	$	42	$	10	$	5	$	233	$	0	$	2	$	1,023
Total consumer loans	$	7,588	$	3,680	$	2,510	$	2,142	$	2,180	$	5,016	$	5,904	$	76	$	332	$	29,428
Total Loans	$	23,532	$	13,322	$	9,190	$	5,618	$	3,912	$	8,685	$	20,657	$	76	$	274	$	85,266

_________

(1)These amounts consist of fees that are not allocated at the loan level and loans serviced by third parties wherein Regions does not receive FICO or vintage information.

(2)Commercial and Industrial lending includes PPP lending in the 2020 and 2021 vintage years.

AGING AND NON-ACCRUAL ANALYSIS

The following tables include an aging analysis of DPD and loans on non-accrual status for each portfolio segment and class as of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019.~~2020. Loans on non-accrual status with no related allowance included ~~$67~~$105 million and $112 million of commercial and industrial loans as of ~~September 30, 2020.~~March 31, 2021 and December 31, 2020, respectively. Non–accrual loans with no related allowance typically include loans where the underlying collateral is deemed sufficient to recover all remaining principal. Prior to the adoption of CECL on January 1, 2020, all TDRs and all non-accrual commercial and investor real estate loans, excluding leases, were deemed to be impaired. The definition of impairment and the required impaired loan disclosures were removed with CECL. Refer to Note 6 "Allowance for Credit Losses" in the Annual Report on Form 10-K for the year ended December 31, 2019 for disclosure of Regions' impaired loans as of December 31, 2019. Loans that have been fully charged-off do not appear in the tables below.


	September 30, 2020															March 31, 2021
	Accrual Loans															Accrual Loans
	30-59 DPD		60-89 DPD		90+ DPD		Total 30+ DPD		Total Accrual		Non-accrual		Total			30-59 DPD		60-89 DPD		90+ DPD		Total 30+ DPD		Total Accrual		Non-accrual		Total
	(In millions)															(In millions)
Commercial and industrial	$	31	$	19	$	10	$	60	$	44,740	$	459	$	45,199	Commercial and industrial	$	27	$	15	$	8	$	50	$	42,815	$	426	$	43,241
Commercial real estate mortgage—owner-occupied	6		15		0		21		5,366		85		5,451		Commercial real estate mortgage—owner-occupied	7		2		1		10		5,242		93		5,335
Commercial real estate construction—owner-occupied	0		0		0		0		293		12		305		Commercial real estate construction—owner-occupied	1		0		0		1		284		9		293
Total commercial	37		34		10		81		50,399		556		50,955		Total commercial	35		17		9		61		48,341		528		48,869
Commercial investor real estate mortgage	11		4		1		16		5,484		114		5,598		Commercial investor real estate mortgage	1		1		0		2		5,305		100		5,405
Commercial investor real estate construction	0		0		0		0		1,980		4		1,984		Commercial investor real estate construction	1		0		0		1		1,817		0		1,817
Total investor real estate	11		4		1		16		7,464		118		7,582		Total investor real estate	2		1		0		3		7,122		100		7,222
Residential first mortgage	92		44		133		269		16,159		36		16,195		Residential first mortgage	82		38		138		258		16,590		53		16,643
Home equity lines	17		9		25		51		4,706		47		4,753		Home equity lines	14		8		19		41		4,238		48		4,286
Home equity loans	10		7		12		29		2,830		9		2,839		Home equity loans	9		3		14		26		2,622		9		2,631
Indirect—vehicles	16		6		5		27		1,119		1		1,120		Indirect—vehicles	9		2		3		14		768		0		768
Indirect—other consumer	11		8		3		22		2,663		0		2,663		Indirect—other consumer	7		7		4		18		2,262		0		2,262
Consumer credit card	8		5		13		26		1,189		0		1,189		Consumer credit card	7		5		14		26		1,111		0		1,111
Other consumer	11		3		3		17		1,063		0		1,063		Other consumer	7		3		4		14		963		0		963
Total consumer	165		82		194		441		29,729		93		29,822		Total consumer	135		66		196		397		28,554		110		28,664
	$	213	$	120	$	205	$	538	$	87,592	$	767	$	88,359		$	172	$	84	$	205	$	461	$	84,017	$	738	$	84,755

December 31, 2019
Accrual Loans
30-59 DPD 60-89 DPD 90+ DPD
Total
30+ DPD

Total
Accrual
Non-accrual Total
(In millions)
Commercial and industrial $ 30
$ 21
$ 11
$ 62
$ 39,624
$ 347
$ 39,971
Commercial real estate mortgage—owner-occupied 11
3
1
15
5,464
73
5,537
Commercial real estate construction—owner-occupied 2
0
0
2
320
11
331
Total commercial 43
24
12
79
45,408
431
45,839
Commercial investor real estate mortgage 1
1
0
2
4,934
2
4,936
Commercial investor real estate construction 0
0
0
0
1,621
0
1,621
Total investor real estate 1
1
0
2
6,555
2
6,557
Residential first mortgage 83
47
136
266
14,458
27
14,485
Home equity lines 30
12
32
74
5,259
41
5,300
Home equity loans 12
6
10
28
3,078
6
3,084
Indirect—vehicles 31
10
7
48
1,812
0
1,812
Indirect—other consumer 16
9
3
28
3,249
0
3,249
Consumer credit card 11
8
19
38
1,387
0
1,387
Other consumer 13
5
5
23
1,250
0
1,250
Total consumer 196
97
212
505
30,493
74
30,567
$ 240
$ 122
$ 224
$ 586
$ 82,456
$ 507
$ 82,963

Table of CECL is included in Note 1 "Basis of Presentation." Additional discussion related to TDRs, including their impact on the allowance and designation of TDRs in periods subsequent to the modification prior to the adoption of CECL is included in Note 1 "Basis of Presentation" and discussion in Note 1 "Summary of Significant Accounting Policies" in the Annual Report on Form 10-K for the year ended December 31, 2019.Conte nts


	December 31, 2020
	Accrual Loans
	30-59 DPD		60-89 DPD		90+ DPD		Total 30+ DPD		Total Accrual		Non-accrual		Total
	(In millions)
Commercial and industrial	$	37	$	22	$	7	$	66	$	42,452	$	418	$	42,870
Commercial real estate mortgage—owner-occupied	4		1		1		6		5,308		97		5,405
Commercial real estate construction—owner-occupied	1		0		0		1		291		9		300
Total commercial	42		23		8		73		48,051		524		48,575
Commercial investor real estate mortgage	3		0		0		3		5,280		114		5,394
Commercial investor real estate construction	0		0		0		0		1,869		0		1,869
Total investor real estate	3		0		0		3		7,149		114		7,263
Residential first mortgage	104		41		156		301		16,522		53		16,575
Home equity lines	24		11		19		54		4,493		46		4,539
Home equity loans	10		7		13		30		2,705		8		2,713
Indirect—vehicles	15		4		4		23		934		0		934
Indirect—other consumer	12		8		5		25		2,431		0		2,431
Consumer credit card	8		6		14		28		1,213		0		1,213
Other consumer	12		3		2		17		1,023		0		1,023
Total consumer	185		80		213		478		29,321		107		29,428
	$	230	$	103	$	221	$	554	$	84,521	$	745	$	85,266

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 1 "Summary of Significant Accounting Policies" and Note 6 "Allowance for Credit Losses" in the Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020 for additional information regarding the Company's ~~TDRs.~~TDRs,including their impact on the allowance and designation of TDRs in periods subsequent to the modification.

As provided in the ~~CARES~~Consolidated Appropriations Act passed into law on ~~March~~December 27, 2020, which extended initial guidance provided in the CARES Act, certain loan modifications related to the COVID-19 pandemic beginning March 1, 2020 through the earlier of 60 days after the end of the pandemic or ~~December 31, 2020~~January 1, 2022 are eligible for relief from TDR classification. Regions elected this ~~provision of the CARES Act;~~provision; therefore, modified loans that met the required guidelines for relief are not considered TDRs and are excluded from the disclosures below. The ~~CARES~~Consolidated Appropriations Act relief and short-term nature of most COVID-19 deferrals precluded the majority of Regions' COVID-19 loan modifications from being classified as TDRs as of ~~September 30,~~March 31, 2021 and December 31, 2020.

~~Further discussion related to TDRs, including their impact on the allowance upon adoption~~

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, 2020 and 2019 totaled approximately $458 million and $185 million, respectively.~~

Three Months Ended September 30, 2020

Financial Impact
of Modifications
Considered TDRs

Number of
Obligors

Recorded
Investment

Increase in
Allowance at
Modification
(Dollars in millions)
Commercial and industrial 26
$ 27
$ 0
Commercial real estate mortgage—owner-occupied 7
9
0
Commercial real estate construction—owner-occupied 0
0
0
Total commercial 33
36
0
Commercial investor real estate mortgage 2
36
0
Commercial investor real estate construction 2
4
0
Total investor real estate 4
40
0
Residential first mortgage 94
32
4
Home equity lines 0
0
0
Home equity loans 9
1
0
Consumer credit card 1
0
0
Indirect—vehicles and other consumer 11
0
0
Total consumer 115
33
4
152
$ 109
$ 4

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
0
Total commercial 37
76
1
Commercial investor real estate mortgage 4
1
0
Commercial investor real estate construction 5
9
1
Total investor real estate 9
10
1
Residential first mortgage 48
8
1
Home equity lines 0
0
0
Home equity loans 17
1
0
Consumer credit card 8
0
0
Indirect—vehicles and other consumer 13
0
0
Total consumer 86
9
1
132
$ 95
$ 3

Nine Months Ended September 30, 2020
Financial Impact
of Modifications
Considered TDRs
Number of
Obligors Recorded
Investment Increase in
Allowance at
Modification
(Dollars in millions)
Commercial and industrial 119
$ 221
$ 0
Commercial real estate mortgage—owner-occupied 17
14
0
Commercial real estate construction—owner-occupied 1
1
0
Total commercial 137
236
0
Commercial investor real estate mortgage 9
37
0
Commercial investor real estate construction 3
4
0
Total investor real estate 12
41
0
Residential first mortgage 177
43
6
Home equity lines 0
0
0
Home equity loans 36
3
0
Consumer credit card 12
0
0
Indirect—vehicles and other consumer 22
0
0
Total consumer 247
46
6
396
$ 323
$ 6

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
0
Commercial real estate construction—owner-occupied 1
2
0
Total commercial 120
208
2
Commercial investor real estate mortgage 8
12
0
Commercial investor real estate construction 9
10
1
Total investor real estate 17
22
1
Residential first mortgage 116
26
3
Home equity lines 0
0
0
Home equity loans 81
6
0
Consumer credit card 34
0
0
Indirect—vehicles and other consumer 62
1
0
Total consumer 293
33
3
430
$ 263
$ 6



	Three Months Ended March 31, 2021
				Financial Impact of Modifications Considered TDRs
	Number of Obligors	Recorded Investment		Increase in Allowance at Modification
	(Dollars in millions)
Commercial and industrial	26	$	30	$	0
Commercial real estate mortgage—owner-occupied	6	1		0
Commercial real estate construction—owner-occupied	0	0		0
Total commercial	32	31		0
Commercial investor real estate mortgage	2	7		0
Commercial investor real estate construction	0	0		0
Total investor real estate	2	7		0
Residential first mortgage	175	35		3
Home equity lines	2	0		0
Home equity loans	1	0		0
Consumer credit card	0	0		0
Indirect—vehicles and other consumer	48	1		0
Total consumer	226	36		3
	260	$	74	$	3



	Three Months Ended March 31, 2020
				Financial Impact of Modifications Considered TDRs
	Number of Obligors	Recorded Investment		Increase in Allowance at Modification
	(Dollars in millions)
Commercial and industrial	26	$	74	$	0
Commercial real estate mortgage—owner-occupied	5	2		0
Commercial real estate construction—owner-occupied	1	1		—
Total commercial	32	77		0
Commercial investor real estate mortgage	4	1		0
Commercial investor real estate construction	1	0		0
Total investor real estate	5	1		0
Residential first mortgage	52	7		1
Home equity lines	0	0		0
Home equity loans	15	1		0
Consumer credit card	10	0		0
Indirect—vehicles and other consumer	10	0		0
Total consumer	87	8		1
	124	$	86	$	1

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:


	Three Months Ended September 30						Nine Months Ended September 30							Three Months Ended March 31
	2020			2019			2020			2019				2021		2020
	(In millions)													(In millions)
Carrying value, beginning of period	$	249		$	337		$	345		$	418		Carrying value, beginning of period	$	296	$	345
Additions	32			15			67			30			Additions	32		11
Increase (decrease) in fair value:													Increase (decrease) in fair value:
Due to change in valuation inputs or assumptions	0			(31		)	(94		)	(102		)	Due to change in valuation inputs or assumptions	90		(83)
Economic amortization associated with borrower repayments ⁽¹⁾	(14		)	(14		)	(51		)	(39		)	Economic amortization associated with borrower repayments (1)	(17)		(19)
Carrying value, end of period	$	267		$	307		$	267		$	307		Carrying value, end of period	$	401	$	254

________

(1) ~~"Economic~~"Economic amortization associated with borrower repayments" includes both total loan payoffs as well as partial paydowns. ~~In the first quarter of 2020, Regions revised its~~Regions' MSR decay methodology ~~from a passage of time approach to~~is a discounted net cash flow approach. ~~The change in methodology results in shifts between decay~~

In the first quarter of 2021 and ~~hedge impacts, but does not impact the overall valuation.~~

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 the retained residential MSR of approximately $2 million.

~~On September 30, 2019,~~2020, the Company purchased the ~~rights to service approximately $409 million in residential mortgage loans for approximately $4 million.~~

~~During the nine months ended September 30, 2020 and 2019, the Company purchased~~ rights to service residential mortgage loans on a flow basis for approximately ~~$35~~$11 million and $7$4 million, respectively.

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
2020 2019
(Dollars in millions)
Unpaid principal balance $ 33,740
$ 35,132
Weighted-average CPR (%) 16.3 % 14.6 %
Estimated impact on fair value of a 10% increase $ (22 ) $ (19 )
Estimated impact on fair value of a 20% increase $ (40 ) $ (34 )
Option-adjusted spread (basis points) 621
600
Estimated impact on fair value of a 10% increase $ (6 ) $ (6 )
Estimated impact on fair value of a 20% increase $ (12 ) $ (13 )
Weighted-average coupon interest rate 4.0 % 4.2 %
Weighted-average remaining maturity (months) 283
279
Weighted-average servicing fee (basis points) 27.4
27.3


	March 31
	2021			2020
	(Dollars in millions)
Unpaid principal balance	$	34,212		$	33,787
Weighted-average CPR (%)	10.2		%	18.1		%
Estimated impact on fair value of a 10% increase	$	(28)		$	(26)
Estimated impact on fair value of a 20% increase	$	(51)		$	(49)
Option-adjusted spread (basis points)	564			629
Estimated impact on fair value of a 10% increase	$	(10)		$	(5)
Estimated impact on fair value of a 20% increase	$	(21)		$	(10)
Weighted-average coupon interest rate	3.8		%	4.2		%
Weighted-average remaining maturity (months)	289			278
Weighted-average servicing fee (basis points)	27.5			27.4

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 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 includes 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
2020 2019 2020 2019
(In millions) (In millions)
Servicing related fees and other ancillary income $ 23
$ 25
$ 71
$ 77


	Three Months Ended March 31
	2021		2020
	(In millions)
Servicing related fees and other ancillary income	$	24	$	25

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.

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 ~~2019~~2020 Annual Report on Form 10-K for additional information. Also see Note 1211 for additional ~~information related to the guarantee.~~information.

AsThe table below presents an analysis of ~~September 30, 2020 and December 31, 2019, the DUS servicing portfolio was approximately $4.4 billion and $3.9 billion, respectively. The related~~ commercial MSRs ~~were approximately $72 million at September 30, 2020 and $59 million at December 31, 2019.~~under the amortization measurement method:


	Three Months Ended March 31
	2021		2020
	(In millions)
Carrying value, beginning of period	$	74	$	59
Additions	11		3
Economic amortization associated with borrower repayments (1)	(3)		(3)
Carrying value, end of period	$	82	$	59

________

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

Regions periodically evaluates the commercial MSRs for impairment based on fair value. The estimated fair value of the commercial MSRs was approximately ~~$79~~$91 million at ~~September 30, 2020~~March 31, 2021 and ~~$64~~$81 million December 31, ~~2019.~~2020.


	Three Months Ended March 31
	2021			2020
	(In millions)
Servicing related fees and other ancillary income	$	5	0	$	5

Table of ~~Contents~~Conte

~~NOTE 5. GOODWILL~~nts

~~Goodwill allocated to each reportable segment (each a reporting unit) is presented as follows:~~

September 30, 2020 December 31, 2019
(In millions)
Corporate Bank $ 2,816
$ 2,474
Consumer Bank 1,978
1,978
Wealth Management 393
393
$ 5,187
$ 4,845

~~The goodwill allocated to the Corporate Bank reporting unit increased due to the acquisition of Ascentium in the second quarter of 2020.~~

Regions evaluates each reporting unit’s goodwill for impairment on an annual basis in the fourth quarter, or more often if events or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. A detailed description of the Company’s methodology and valuation approaches used to determine the estimated fair value of each reporting unit is included in 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, 2019. Adverse changes in the economic environment, declining operations, or other factors could result in a decline in the implied fair value of goodwill.

During the third quarter 2020, Regions assessed events and circumstances for all 3 reporting units as of September 30, 2020, and through the date of the filing of this Quarterly Report on Form 10-Q that could potentially indicate goodwill impairment including analyzing the impacts from the COVID-19 pandemic. The indicators assessed included:

~~Recent operating performance,~~

~~Changes in market capitalization,~~

~~Regulatory actions and assessments,~~

~~Changes in the business climate (including legislation, legal factors, competition, and the impacts of COVID-19),~~

~~Company-specific factors (including changes in key personnel, asset impairments, and business dispositions), and~~

~~Trends in the banking industry.~~

After assessing the indicators noted above, Regions determined that it was not more likely than not that the fair value of each of its reporting units (Corporate Bank, Consumer Bank and Wealth Management) had declined below their carrying value as of September 30, 2020. Therefore, Regions determined that a test of goodwill impairment was not required for each of Regions’ reporting units for the September 30, 2020 interim period. Regions will continue to monitor for indicators of impairment throughout 2020.

NOTE 6.5. SHAREHOLDERS’ EQUITY AND ACCUMULATED OTHER COMPREHENSIVE INCOME

PREFERRED STOCK

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


													September 30, 2020		December 31, 2019
0																	0													March 31, 2021		December 31, 2020
	Issuance Date	Earliest Redemption Date	Dividend Rate ⁽¹⁾			Liquidation Amount		Liquidation Preference per Share		Liquidation preference per Depositary Share		Ownership Interest per Depositary Share	Carrying Amount		Carrying Amount			Issuance Date	Earliest Redemption Date	Dividend Rate (1)			Liquidation Amount		Liquidation Preference per Share		Liquidation preference per Depositary Share		Ownership Interest per Depositary Share	Carrying Amount		Carrying Amount
	(Dollars in millions)																	(Dollars in millions, except per share data)
Series A	11/1/2012	12/15/2017	6.375	%		$	500	$	1,000	$	25	1/40th	$	387	$	387	Series A	11/1/2012	12/15/2017	6.375	%		$	500	$	1,000	$	25	1/40th	$	387	$	387
Series B	4/29/2014	9/15/2024	6.375	%	⁽²⁾	500		1,000		25		1/40th	433		433		Series B	4/29/2014	9/15/2024	6.375	%	(2)	500		1,000		25		1/40th	433		433
Series C	4/30/2019	5/15/2029	5.700	%	⁽³⁾	500		1,000		25		1/40th	490		490		Series C	4/30/2019	5/15/2029	5.700	%	(3)	500		1,000		25		1/40th	490		490
Series D	6/5/2020	9/15/2025	5.750	%	⁽⁴⁾	350		100,000		1,000		1/100th	346		0		Series D	6/5/2020	9/15/2025	5.750	%	(4)	350		100,000		1,000		1/100th	346		346
						$	1,850						$	1,656	$	1,310							$	1,850						$	1,656	$	1,656

_________

(1)Dividends on all series of preferred stock, if declared, accrue and are payable quarterly in arrears.

(2)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%.

(3)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%.

(4)Dividends, if declared, will be paid quarterly at an annual rate equal to (i) for each period beginning prior to September 15, 2025, 5.750%, and (ii) for each period beginning on or after September 15, 2025, the five-year treasury rate as of the most recent reset dividend determination date plus 5.426%.

All series of preferred stock have 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, Series C, and Series D preferred stock.

The Board of Directors declared ~~$24 million in cash dividends on both Series A and Series B Preferred Stock during both the first nine months~~a total of ~~2020 and 2019. In the first nine months of 2020, the Board of Directors declared $21~~$23 million in cash dividends on Series A, Series B and Series C ~~Preferred Stock. In~~preferred stock during both the ~~third quarter~~first three months of ~~2019, the~~2021 and 2020. The Board of Directors declared ~~the initial $8~~$5 million in cash dividends on ~~the Series C Preferred Stock. The initial quarterly dividend for the~~ Series D ~~Preferred Stock was declared in~~preferred stock during the ~~third quarter~~first three months of ~~2020 for $6 million.~~2021. Therefore, a total of ~~$75~~$28 million in cash dividends on total preferred stock was declared in the first ~~nine~~three months of ~~2020~~2021 compared to the total of ~~$56~~$23 million in cash dividends on total preferred stock declared in the first ~~nine~~three months of ~~2019.~~2020, as the initial quarterly dividend for the Series D preferred stock was declared in the third quarter of 2020.

In the event Series A, Series B, Series C, or Series D preferred shares are redeemed at the liquidation amounts, $113 million, $67 million, $10 million, or $4 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 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. Approximately $4 million of Series D 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.

On April 27, 2021 Regions launched a proposed public offering, which was completed on May 4, 2021, for the issuance of $400 million in depositary shares each representing a 1/40th ownership interest in a share of the Company's 4.45% Non-Cumulative Perpetual Preferred Stock, Series E, par value $1.00 per share ("Series E preferred stock"), with a liquidation preference of $1,000 per share of Series E preferred stock (equivalent to $25.00 per depositary share). Dividends will be paid quarterly at an annual rate equal to 4.45% for each period beginning September 15, 2021. The net proceeds from the issuance of the Series E preferred stock will be used to redeem all of the outstanding shares of the Company's Series A preferred stock. On May 4, 2021, Regions sent redemption notices to the holders of the Series A preferred stock, which will result in the redemption on the dividend payment date on June 15, 2021.

COMMON STOCK

~~On June 25, 2020,~~Regions was not required to participate in the 2021 CCAR; the Company chose to participate in part to have the Federal Reserve ~~indicated that~~re-evaluate Regions' SCB. The submission was made in April 2021 and the Company ~~exceeded all minimum capital levels under~~expects to receive the ~~supervisory stress test. The~~results by June 30, 2021, with an effective date October 1, 2021.

As part of the Company's capital plan, ~~submitted to~~on April 21, 2021, the ~~Federal Reserve reflected no share repurchases through year-end 2020 and Regions is in compliance with the capital plan. Prior to the supervisory stress test submission, the~~ Board ~~had~~ authorized the repurchase of ~~$1.370~~up to $2.5 billion of the Company's common stock, permitting ~~repurchases~~purchases from ~~the beginning of the third quarter of 2019 through~~ the second quarter of 2021 through the first quarter of 2022. The Company did not repurchase shares in the first quarter of 2021 or throughout 2020.

During the third quarter of 2020, the Federal Reserve mandated that banks must not increase their quarterly per share common dividend and implemented an earnings-based payout restriction in connection with the supervisory stress test, requiring the third quarter 2020 dividend to not exceed the average of the prior four quarters of net income excluding preferred dividends. This mandate was subsequently extended through the ~~end~~second quarter of ~~2020.~~

~~In consideration of the specific~~2021. The Federal Reserve ~~limitations on capital distributions, which prevented banks from increasing their third quarter 2020 per share common dividend, the Board declared a cash dividend of $0.155 per common share for~~has indicated these restrictions are expected to be lifted beginning in the third quarter ~~2020 which was consistent with~~of 2021, subject to capital remaining above required levels in the ongoing 2021 CCAR cycle.

Regions declared $0.155 per ~~common~~ share ~~declared~~in cash dividends for both the first ~~and second quarters of 2020, totaling $0.465 per common share for the first nine months of 2020. The Board declared a cash dividend for third~~ quarter of ~~2019 of $0.155 per common share~~2021 and ~~$0.140 per common share both the first and second quarter of 2019, totaling $0.435 per common share for the first nine months of 2019.~~2020.

ACCUMULATED OTHER COMPREHENSIVE INCOME

The following tables present the balances and activity in AOCI on a pre-tax and net of tax basis for the three ~~and nine~~ months ended ~~September 30, 2020~~March 31, 2021 and ~~2019:~~2020:


	Three Months Ended March 31, 2021
	Pre-tax AOCI Activity		Tax Effect (1)		Net AOCI Activity
	(In millions)
Total accumulated other comprehensive income, beginning of period	$	1,759	$	(444)	$	1,315

Unrealized losses on securities transferred to held to maturity:
Beginning balance	$	(21)	$	5	$	(16)

Reclassification adjustments for amortization of unrealized losses (2)	3		(1)		2
Ending balance	$	(18)	$	4	$	(14)
Unrealized gains (losses) on securities available for sale:
Beginning balance	$	1,062	$	(268)	$	794
Unrealized gains (losses) arising during the period	(548)		138		(410)
Reclassification adjustments for securities (gains) losses realized in net income (loss) (3)	(1)		0		(1)
Change in AOCI from securities available for sale activity in the period	(549)		138		(411)
Ending balance	$	513	$	(130)	$	383
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
Beginning balance	$	1,610	$	(406)	$	1,204
Unrealized holding gains (losses) on derivatives arising during the period	(331)		83		(248)

Reclassification adjustments for (gains) losses realized in net income (2)	(102)		26		(76)
Change in AOCI from derivative activity in the period	(433)		109		(324)
Ending balance	$	1,177	$	(297)	$	880
Defined benefit pension plans and other post employment benefit plans:
Beginning balance	$	(892)	$	225	$	(667)

Reclassification adjustments for amortization of actuarial gains (losses) and settlements realized in net income (4)	13		(3)		10

Ending balance	$	(879)	$	222	$	(657)

Total other comprehensive income	(966)		243		(723)
Total accumulated other comprehensive income, end of period	$	793	$	(201)	$	592

Three Months Ended September 30, 2020
Pre-tax AOCI Activity
Tax Effect ⁽¹⁾
Net AOCI Activity
(In millions)
Total accumulated other comprehensive income, beginning of period $ 2,174
$ (548 ) $ 1,626

Unrealized losses on securities transferred to held to maturity:
Beginning balance $ (27 ) $ 7
$ (20 )
Reclassification adjustments for amortization of unrealized losses ⁽²⁾
4
(2 ) 2
Ending balance $ (23 ) $ 5
$ (18 )
Unrealized gains (losses) on securities available for sale:
Beginning balance $ 1,116
$ (281 ) $ 835
Unrealized holding gains (losses) arising during the period (2 ) 0
(2 )
Reclassification adjustments for securities (gains) losses realized in net income ⁽³⁾
(3 ) 1
(2 )
Change in AOCI from securities available for sale activity in the period

(5 ) 1
(4 )
Ending balance $ 1,111
$ (280 ) $ 831
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
Beginning balance $ 1,857
$ (468 ) $ 1,389
Unrealized holding gains (losses) on derivatives arising during the period 2
0
2
Reclassification adjustments for (gains) losses realized in net income ⁽²⁾

(94 ) 24
(70 )
Change in AOCI from derivative activity in the period (92 ) 24
(68 )
Ending balance $ 1,765
$ (444 ) $ 1,321
Defined benefit pension plans and other post employment benefit plans:
Beginning balance $ (772 ) $ 194
$ (578 )
Reclassification adjustments for amortization of actuarial (gains) losses and settlements realized in net income⁽⁴⁾
11
(2 ) 9
Change in AOCI from defined benefit pension plans and other post employment benefits activity in the period 11
(2 ) 9
Ending balance $ (761 ) $ 192
$ (569 )

Total other comprehensive income (82 ) 21
(61 )
Total accumulated other comprehensive income, end of period $ 2,092
$ (527 ) $ 1,565
31


	Three Months Ended March 31, 2020
	Pre-tax AOCI Activity		Tax Effect (1)		Net AOCI Activity
	(In millions)
Total accumulated other comprehensive income (loss), beginning of period	$	(120)	$	30	$	(90)

Unrealized losses on securities transferred to held to maturity:
Beginning balance	$	(29)	$	7	$	(22)

Reclassification adjustments for amortization of unrealized losses (2)	1		0		1
Ending balance	$	(28)	$	7	$	(21)
Unrealized gains (losses) on securities available for sale:
Beginning balance	$	274	$	(69)	$	205
Unrealized gains (losses) arising during the period	597		(151)		446


Ending balance	$	871	$	(220)	$	651
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
Beginning balance	$	430	$	(108)	$	322
Unrealized holding gains (losses) on derivatives arising during the period	1,291		(325)		966
Reclassification adjustments for (gains) losses realized in income (2)	(9)		2		(7)

Change in AOCI from derivative activity in the period	1,282		(323)		959
Ending balance	$	1,712	$	(431)	$	1,281
Defined benefit pension plans and other post employment benefit plans:
Beginning balance	$	(795)	$	200	$	(595)

Reclassification adjustments for amortization of actuarial gains (losses) and settlements realized in net income (4)	11		(3)		8

Ending balance	$	(784)	$	197	$	(587)

Total other comprehensive income	1,891		(477)		1,414
Total accumulated other comprehensive income, end of period	$	1,771	$	(447)	$	1,324

_________

Three Months Ended September 30, 2019
Pre-tax AOCI Activity
Tax Effect ⁽¹⁾
Net AOCI Activity
(In millions)
Total accumulated other comprehensive income (loss), beginning of period $ (29 ) $ 8
$ (21 )

Unrealized losses on securities transferred to held to maturity:
Beginning balance $ (33 ) $ 9
$ (24 )
Reclassification adjustments for amortization of unrealized losses ⁽²⁾
2
(1 ) 1
Ending balance $ (31 ) $ 8
$ (23 )
Unrealized gains (losses) on securities available for sale:
Beginning balance $ 144
$ (36 ) $ 108
Unrealized holding gains (losses) arising during the period 178
(45 ) 133
Reclassification adjustments for securities (gains) losses realized in net income ⁽³⁾
0
0
0
Change in AOCI from securities available for sale activity in the period 178
(45 ) 133
Ending balance $ 322
$ (81 ) $ 241
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
Beginning balance $ 478
$ (120 ) $ 358
Unrealized holding gains (losses) on derivatives arising during the period 223
(56 ) 167
Reclassification adjustments for (gains) losses realized in net income ⁽²⁾

7
(2 ) 5
Change in AOCI from derivative activity in the period 230
(58 ) 172
Ending balance $ 708
$ (178 ) $ 530
Defined benefit pension plans and other post employment benefit plans:
Beginning balance $ (618 ) $ 155
$ (463 )
Net actuarial gains (losses) arising during the period (1 ) 0
(1 )
Reclassification adjustments for amortization of actuarial (gains) losses and settlements realized in net income⁽⁴⁾
14
(3 ) 11
Change in AOCI from defined benefit pension plans and other post employment benefits activity in the period 13
(3 ) 10
Ending balance $ (605 ) $ 152
$ (453 )

Total other comprehensive income 423
(107 ) 316
Total accumulated other comprehensive income, end of period $ 394
$ (99 ) $ 295

~~Table of Contents~~(1)

Nine Months Ended September 30, 2020
Pre-tax AOCI Activity
Tax Effect ⁽¹⁾
Net AOCI Activity
(In millions)
Total accumulated other comprehensive income (loss), beginning of period $ (120 ) $ 30
$ (90 )

Unrealized losses on securities transferred to held to maturity:
Beginning balance $ (29 ) $ 7
$ (22 )
Reclassification adjustments for amortization of unrealized losses ⁽²⁾
6
(2 ) 4
Ending Balance $ (23 ) $ 5
$ (18 )
Unrealized gains (losses) on securities available for sale:
Beginning balance $ 274
$ (69 ) $ 205
Unrealized holding gains (losses) arising during the period 841
(212 ) 629
Reclassification adjustments for securities (gains) losses realized in net income ⁽³⁾

(4 ) 1
(3 )
Change in AOCI from securities available for sale activity in the period 837
(211 ) 626
Ending Balance $ 1,111
$ (280 ) $ 831
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
Beginning balance $ 430
$ (108 ) $ 322
Unrealized holding gains (losses) on active hedges arising during the period 1,498
(377 ) 1,121
Reclassification adjustments for (gains) losses realized in net income ⁽²⁾
(163 ) 41
(122 )
Change in AOCI from derivative activity in the period 1,335
(336 ) 999
Ending balance $ 1,765
$ (444 ) $ 1,321
Defined benefit pension plans and other post employment benefit plans:
Beginning balance $ (795 ) $ 200
$ (595 )
Reclassification adjustments for amortization of actuarial (gains) losses and settlements realized in net income⁽⁴⁾
34
(8 ) 26
Change in AOCI from defined benefit pension plans and other post employment benefits activity in the period 34
(8 ) 26
Ending Balance $ (761 ) $ 192
$ (569 )

Total other comprehensive income 2,212
(557 ) 1,655
Total accumulated other comprehensive income (loss), end of period $ 2,092
$ (527 ) $ 1,565

Nine Months Ended September 30, 2019
Pre-tax AOCI Activity
Tax Effect ⁽¹⁾
Net AOCI Activity
(In millions)
Total accumulated other comprehensive income (loss), beginning of period $ (1,289 ) $ 325
$ (964 )

Unrealized losses on securities transferred to held to maturity:
Beginning balance $ (36 ) $ 9
$ (27 )
Reclassification adjustments for amortization of unrealized losses ⁽²⁾
5
(1 ) 4
Ending Balance $ (31 ) $ 8
$ (23 )
Unrealized gains (losses) on securities available for sale:
Beginning balance $ (531 ) $ 134
$ (397 )
Unrealized holding gains (losses) arising during the period 827
(209 ) 618
Reclassification adjustments for securities (gains) losses realized in net income ⁽³⁾

26
(6 ) 20
Change in AOCI from securities available for sale activity in the period 853
(215 ) 638
Ending Balance $ 322
$ (81 ) $ 241
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
Beginning balance $ (85 ) $ 22
$ (63 )
Unrealized holding gains (losses) on derivatives arising during the period 770
(194 ) 576
Reclassification adjustments for (gains) losses realized in net income ⁽²⁾
23
(6 ) 17
Change in AOCI from derivative activity in the period 793
(200 ) 593
Ending balance $ 708
$ (178 ) $ 530
Defined benefit pension plans and other post employment benefit plans:
Beginning balance $ (637 ) $ 160
$ (477 )
Net actuarial gains (losses) arising during the period (1 ) 0
(1 )
Reclassification adjustments for amortization of actuarial (gains) losses and settlements realized in net income⁽⁴⁾
33
(8 ) 25
Change in AOCI from defined benefit pension plans and other post employment benefits activity in the period 32
(8 ) 24
Ending Balance $ (605 ) $ 152
$ (453 )

Total other comprehensive income 1,683
(424 ) 1,259
Total accumulated other comprehensive income, end of period $ 394
$ (99 ) $ 295

~~___~~

~~(1)~~ The ~~tax~~ impact of ~~each component~~all AOCI activity is shown net of ~~AOCI is~~the related tax impact, calculated using an effective tax rate of approximately 25%.

(2)Reclassification amount is recognized in net interest income in the consolidated statements of income.

(3)Reclassification amount is recognized in securities gains (losses), net in the consolidated statements of income.

(4)Reclassification amount is recognized in other non-interest expense in the consolidated statements of income. Additionally, these accumulated other comprehensive income (loss) components are included in the computation of net periodic pension cost (see Note 87 for additional details).

NOTE 7.6. 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
2020 2019 2020 2019
(In millions, except per share amounts)
Numerator:
Net income $ 530
$ 409
$ 478
$ 1,193
Preferred stock dividends (29 ) (24 ) (75 ) (56 )
Net income available to common shareholders $ 501
$ 385
$ 403
$ 1,137
Denominator:
Weighted-average common shares outstanding—basic 960
988
959
1,005
Potential common shares 2
3
2
5
Weighted-average common shares outstanding—diluted 962
991
961
1,010
Earnings per common share:
Basic $ 0.52
$ 0.39
$ 0.42
$ 1.13
Diluted 0.52
0.39
0.42
1.13


	Three Months Ended March 31
	2021		2020
	(In millions, except per share amounts)
Numerator:
Net income	$	642	$	162
Preferred stock dividends	(28)		(23)


Net income available to common shareholders	$	614	$	139
Denominator:
Weighted-average common shares outstanding—basic	961		957
Potential common shares	7		4
Weighted-average common shares outstanding—diluted	968		961






Earnings per common share:
Basic	$	0.64	$	0.15
Diluted	0.63		0.14

The ~~effects~~effect from the assumed exercise of $93 million ~~and $8 million~~ in stock options, restricted stock units and awards and performance stock units for both the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020, ~~respectively, were~~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. ~~The effects from the assumed exercise of~~ ~~8 million~~ ~~and~~ ~~7 million~~ in 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.

NOTE 8.7. 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 March 31
	2021		2020		2021		2020		2021		2020
	(In millions)
Service cost	$	9	$	9	$	1	$	1	$	10	$	10
Interest cost	12		16		1		1		13		17
Expected return on plan assets	(35)		(37)		0		0		(35)		(37)
Amortization of actuarial loss	11		9		2		2		13		11

Net periodic pension cost (credit)	$	(3)	$	(3)	$	4	$	4	$	1	$	1

Qualified Plans Non-qualified Plans Total
Three Months Ended September 30
2020 2019 2020 2019 2020 2019
(In millions)
Service cost $ 9
$ 6
$ 2
$ 1
$ 11
$ 7
Interest cost 17
19
1
1
18
20
Expected return on plan assets (37 ) (34 ) 0
0
(37 ) (34 )
Amortization of actuarial loss 9
10
2
2
11
12
Settlement charge 0
0
0
2
0
2
Net periodic pension cost (credit) $ (2 ) $ 1
$ 5
$ 6
$ 3
$ 7

Qualified Plans Non-qualified Plans Total
Nine Months Ended September 30
2020 2019 2020 2019 2020 2019
(In millions)
Service cost $ 26
$ 21
$ 4
$ 3
$ 30
$ 24
Interest cost 49
57
3
4
52
61
Expected return on plan assets (112 ) (103 ) 0
0
(112 ) (103 )
Amortization of actuarial loss 29
27
5
4
34
31
Settlement charge 0
0
0
2
0
2
Net periodic pension cost (credit) $ (8 ) $ 2
$ 12
$ 13
$ 4
$ 15

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~~three months of ~~2020.~~2021.

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~~three months ended ~~September 30, 2020~~March 31, 2021 or ~~2019.~~

2020.

NOTE 9.8. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

The following tables present the notional amount and estimated fair value of derivative instruments on a gross basis.


	September 30, 2020						December 31, 2019							March 31, 2021						December 31, 2020
	Notional Amount		Estimated Fair Value				Notional Amount		Estimated Fair Value					Notional Amount		Estimated Fair Value				Notional Amount		Estimated Fair Value
			Gain⁽¹⁾		Loss⁽¹⁾				Gain⁽¹⁾		Loss⁽¹⁾					Gain(1)		Loss(1)				Gain(1)		Loss(1)
	(In millions)													(In millions)
Derivatives in fair value hedging relationships:													Derivatives in fair value hedging relationships:
Interest rate swaps	$	3,100	$	112	$	0	$	2,900	$	67	$	0	Interest rate swaps	$	1,750	$	59	$	13	$	2,100	$	77	$	0
Derivatives in cash flow hedging relationships:													Derivatives in cash flow hedging relationships:
Interest rate swaps ⁽²⁾	16,000		1,294		0		17,250		338		83		Interest rate swaps (2)	18,000		$	762	$	2	16,000		1,181		0
Interest rate floors ⁽³⁾⁽⁴⁾	5,750		468		0		6,750		208		0		Interest rate floors (3)(4)	3,750		$	226	$	0	5,750		430		0
Total derivatives in cash flow hedging relationships	21,750		1,762		0		24,000		546		83		Total derivatives in cash flow hedging relationships	21,750		$	988	$	2	21,750		1,611		0
Total derivatives designated as hedging instruments	$	24,850	$	1,874	$	0	$	26,900	$	613	$	83	Total derivatives designated as hedging instruments	$	23,500	$	1,047	$	15	$	23,850	$	1,688	$	0
Derivatives not designated as hedging instruments:													Derivatives not designated as hedging instruments:
Interest rate swaps	$	76,144	$	1,696	$	1,648	$	68,075	$	659	$	656	Interest rate swaps	$	77,082	$	1,057	$	1,107	$	76,764	$	1,492	$	1,464
Interest rate options	14,284		101		33		11,347		27		9		Interest rate options	15,776		$	75	$	25	13,806		90		28
Interest rate futures and forward commitments	4,516		10		9		27,324		10		11		Interest rate futures and forward commitments	3,810		$	38	$	6	4,270		11		26
Other contracts	10,340		97		111		10,276		48		58		Other contracts	9,181		$	83	$	80	9,924		68		80
Total derivatives not designated as hedging instruments	$	105,284	$	1,904	$	1,801	$	117,022	$	744	$	734	Total derivatives not designated as hedging instruments	$	105,849	$	1,253	$	1,218	$	104,764	$	1,661	$	1,598
Total derivatives	$	130,134	$	3,778	$	1,801	$	143,922	$	1,357	$	817	Total derivatives	$	129,349	$	2,300	$	1,233	$	128,614	$	3,349	$	1,598

Total gross derivative instruments, before netting			$	3,778	$	1,801			$	1,357	$	817	Total gross derivative instruments, before netting			$	2,300	$	1,233			$	3,349	$	1,598

Less: Netting adjustments⁽⁵⁾			2,744		1,746				1,022		770		Less: Netting adjustments (5)			$	1,686	$	1,148			2,428		1,545
Total gross derivative instruments, after netting ⁽⁶⁾			$	1,034	$	55			$	335	$	47	Total gross derivative instruments, after netting (6)			$	614	$	85			$	921	$	53

_________


~~(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.~~


~~(2)~~	~~Includes accrued interest of $27 million at September 30, 2020 and zero at December 31, 2019.~~


~~(3)~~	~~Includes accrued interest of $11 million at September 30, 2020 and zero at December 31, 2019.~~


~~(4)~~	Estimated fair value includes premium of approximately $86 million as of September 30, 2020 and $108 million as of December, 31, 2019 to be amortized over the remaining life. Approximately $15 million of the decrease since December 31, 2019 related to hedges that were terminated during the third quarter of 2020 and was not amortized into earnings as of the date of termination.

~~(5)~~

Netting adjustments represent amounts recorded to convert derivative assets and derivative liabilities from a gross basis to a net basis in accordance with applicable accounting guidance. The net basis takes into account the impact of cash collateral received or posted, legally enforceable master netting agreements and variation margin that allow Regions to settle derivative contracts with the counterparty on a net basis and to offset the net position with the related cash collateral.


~~(6)~~	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 September 30, 2020 and December 31, 2019, financial instruments posted of $24 million, for both periods, were not offset in the consolidated balance sheets.

(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.

(2)Includes accrued interest of $28 million at March 31, 2021 and December 31, 2020, respectively.

(3)Includes accrued interest of $9 million at March 31, 2021 and $12 million at December 31, 2020.

(4)Estimated fair value includes premium of approximately $51 million as of March 31, 2021 and $83 million as of December 31, 2020 to be amortized over the remaining life. Approximately $29 million of the decrease since December 31, 2020 related to hedges that were terminated during the first quarter of 2021 and were not amortized into earnings as of the date of termination.

(5)Netting adjustments represent amounts recorded to convert derivative assets and derivative liabilities from a gross basis to a net basis in accordance with applicable accounting guidance. The net basis takes into account the impact of cash collateral received or posted, legally enforceable master netting agreements and variation margin that allow Regions to settle derivative contracts with the counterparty on a net basis and to offset the net position with the related cash collateral.

(6)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 March 31, 2021 and December 31, 2020, financial instruments posted of $24 million, for both periods, were not offset in the consolidated balance sheets.

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, ~~2019,~~2020, 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.

4134

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. As of ~~September 30, 2020,~~March 31, 2021, Regions is hedging its exposure to the variability in future cash flows for forecasted transactions through ~~2026~~2026.

During the three months ended March 31, 2021, the Company terminated $2.0 billion and ~~a portion~~$2.6 billion in notional of ~~these~~floor and swap hedges, ~~are forward starting.~~

~~The~~respectively.The following table presents the pre-tax impact of terminated cash flow hedges on AOCI. The balance of terminated cash flow hedges in AOCI will be amortized into earnings through ~~2026.~~2025.

Nine Months Ended September 30
2020 2019
(In millions)
Unrealized gains on terminated hedges included in AOCI - January 1 $ 78
$ 68
Unrealized gains on terminated hedges arising during the period 56
23
Reclassification adjustments for amortization of unrealized (gains) into net income (7 ) (11 )
Unrealized gains on terminated hedges included in AOCI - September 30 $ 127
$ 80


	Three Months Ended March 31
	2021		2020
	(In millions)
Unrealized gains on terminated hedges included in AOCI- January 1	$	121	$	78
Unrealized gains (losses) on terminated hedges arising during the period	166		(6)
Reclassification adjustments for amortization of unrealized (gains) into net income	(8)		(2)
Unrealized gains on terminated hedges included in AOCI-March 31	$	279	$	70

Regions expects to reclassify into earnings approximately ~~$363~~$420 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 ~~$22~~$93 million in pre-tax net gains related to the amortization of discontinued cash flow hedges.

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, 2020
Interest Income Interest Expense
Debt Securities Loans, Including Fees Long-term Borrowings
(In millions)
Total amounts presented in the consolidated statements of income $ 140
$ 903
$ 39

Gains/(losses) on fair value hedging relationships:
Interest rate contracts:
   Amounts related to interest settlements on derivatives $ 0
$ 0
$ 12
   Recognized on derivatives 0
0
(12 )
   Recognized on hedged items 0
0
12
Net income recognized on fair value hedges $ 0
$ 0
$ 12

Gains/(losses) on cash flow hedging relationships: ⁽¹⁾

Interest rate contracts:
Realized gains (losses) reclassified from AOCI into net income ⁽²⁾
$ 0
$ 94
$ 0
Income (expense) recognized on cash flow hedges $ 0
$ 94
$ 0


	Three Months Ended March 31, 2021
	Interest Income		Interest Expense
	Loans, Including Fees		Long-term Borrowings
	(In millions)
Total amounts presented in the consolidated statements of income	$	854	$	27

Gains/(losses) on fair value hedging relationships:
Interest rate contracts:
Amounts related to interest settlements on derivatives	$	0	$	7
Recognized on derivatives	0		(22)
Recognized on hedged items	0		22
Net income recognized on fair value hedges	$	0	$	7

Gains/(losses) on cash flow hedging relationships: (1)
Interest rate contracts:
Realized gains (losses) reclassified from AOCI into net income (2)	$	102	$	0
Income (expense) recognized on cash flow hedges	$	102	$	0

Three Months Ended September 30, 2019
Interest Income Interest Expense
Debt Securities 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 $ 0
$ 0
$ (4 )
Recognized on derivatives (1 ) 0
15
Recognized on hedged items 1
0
(15 )
Net income recognized on fair value hedges $ 0
$ 0
$ (4 )

Gains/(losses) on cash flow hedging relationships: ⁽¹⁾

Interest rate contracts:
Realized gains (losses) reclassified from AOCI into net income ⁽²⁾
$ 0
$ (7 ) $ 0
Income (expense) recognized on cash flow hedges $ 0
$ (7 ) $ 0

Nine Months Ended September 30, 2020
Interest Income Interest Expense
Debt Securities Loans, Including Fees Long-term Borrowings
(In millions)
Total amounts presented in the consolidated statements of income $ 446
$ 2,704
$ 147

Gains/(losses) on fair value hedging relationships:
Interest rate contracts:
   Amounts related to interest settlements on derivatives $ 0
$ 0
$ 27
   Recognized on derivatives 0
0
65
   Recognized on hedged items 0
0
(65 )
Income (expense) recognized on fair value hedges $ 0
$ 0
$ 27

Gains/(losses) on cash flow hedging relationships: ⁽¹⁾

Interest rate contracts:
Realized gains (losses) reclassified from AOCI into net income ⁽²⁾
$ 0
$ 163
$ 0
Income (expense) recognized on cash flow hedges $ 0
$ 163
$ 0

Nine Months Ended September 30, 2019
Interest Income Interest Expense
Debt Securities 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 $ 0
$ 0
$ (15 )
Recognized on derivatives (3 ) 0
105
Recognized on hedged items 3
0
(105 )
Income (expense) recognized on fair value hedges $ 0
$ 0
$ (15 )

Gains/(losses) on cash flow hedging relationships: ⁽¹⁾

Interest rate contracts:
Realized gains (losses) reclassified from AOCI into net income ⁽²⁾
$ 0
$ (23 ) $ 0
Income (expense) recognized on cash flow hedges $ 0
$ (23 ) $ 0

~~___~~


	Three Months Ended March 31, 2020
	Interest Income		Interest Expense
	Loans, Including Fees		Long-term Borrowings
	(In millions)
Total amounts presented in the consolidated statements of income	$	903	$	59

Gains/(losses) on fair value hedging relationships:
Interest rate contracts:
Amounts related to interest settlements on derivatives	$	0	$	4
Recognized on derivatives	0		77
Recognized on hedged items	0		(76)
Net income recognized on fair value hedges	$	0	$	5

Gains/(losses) on cash flow hedging relationships: (1)
Interest rate contracts:
Realized gains (losses) reclassified from AOCI into net income (2)	$	9	$	0
Income (expense) recognized on cash flow hedges	$	9	$	0

~~(1)~~

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

~~(2)~~

~~Pre-tax.~~

___

~~Table of Contents~~(1)See Note 5 for gain or (loss) recognized for cash flow hedges in AOCI.

(2)Pre-tax.

The following tables present 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, 2020 December 31, 2019
Hedged Items Currently Designated Hedged Items Currently Designated
Carrying Amount of Assets/(Liabilities) Hedge Accounting Basis Adjustment Carrying Amount of Assets/(Liabilities) Hedge Accounting Basis Adjustment
(In millions) (In millions)
Long-term borrowings $ (3,213 ) $ (104 ) $ (2,954 ) $ (49 )


	March 31, 2021				December 31, 2020
	Hedged Items Currently Designated				Hedged Items Currently Designated
	Carrying Amount of Assets/(Liabilities)		Hedge Accounting Basis Adjustment		Carrying Amount of Assets/(Liabilities)		Hedge Accounting Basis Adjustment
	(In millions)

Long-term borrowings	$	(1,790)	$	(42)	$	(2,171)	$	(64)

As of September 30, 2020 and December 31, 2019, the Company had terminated fair value hedges related to debt securities available for sale with carrying values of $303 million and $337 million, respectively. The remaining basis adjustments related to these terminated hedges were $1 million and $3 million, respectively.

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, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, Regions had ~~$1.2 billion~~$894 million and ~~$366~~$924 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, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, Regions had ~~$1.9~~$1.8 billion and ~~$622 million,~~$1.9 billion, 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 income.

Regions has elected to account for residential MSRs at fair value with any changes to fair value recorded in 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, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, the total notional amount related to these contracts was ~~$4.2~~$4.3 billion and ~~$4.8~~$4.1 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 2020 2019 2020 2019
(In millions)
Capital markets income:
Interest rate swaps $ 15
$ 2
$ 7
$ (1 )
Interest rate options (1 ) 10
31
17
Interest rate futures and forward commitments 4
1
11
6
Other contracts 2
0
2
(1 )
Total capital markets income 20
13
51
21
Mortgage income:
Interest rate swaps (6 ) 44
98
98
Interest rate options 12
(2 ) 38
2
Interest rate futures and forward commitments 11
8
12
7
Total mortgage income 17
50
148
107
$ 37
$ 63
$ 199
$ 128


	Three Months Ended March 31
Derivatives Not Designated as Hedging Instruments	2021		2020
	(In millions)
Capital markets income:
Interest rate swaps	$	23	$	(37)
Interest rate options	15		16
Interest rate futures and forward commitments	9		5
Other contracts	5		(10)
Total capital markets income	52		(26)
Mortgage income:
Interest rate swaps	(67)		98
Interest rate options	(13)		24
Interest rate futures and forward commitments	30		(16)
Total mortgage income	(50)		106
	$	2	$	80

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 2021 and 2029. Swap participations, whereby Regions has sold credit protection have maturities between ~~2020~~2021 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, 2020~~March 31, 2021 was approximately ~~$510~~$520 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,~~March 31, 2021 and 2020 ~~and 2019~~ 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, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, were ~~$61~~$95 million and ~~$64~~$74 million, respectively, for which Regions had posted collateral of ~~$61~~$99 million and ~~$67~~$74 million, respectively, in the normal course of business.

4537

NOTE ~~10.~~9. 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, ~~2019~~2020 for a description of valuation methodologies for assets and liabilities measured at fair value on a recurring and non-recurring basis. ~~Refer to Note 1 "Basis of Presentation" for an updated description of the equity investments valuation methodology.~~ 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:

September 30, 2020 December 31, 2019
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 $ 183
$ 0
$ 0
$ 183
$ 182
$ 0
$ 0
$ 182
Federal agency securities 0
106
0
106
0
43
0
43
Mortgage-backed securities (MBS):
Residential agency 0
19,120
0
19,120
0
15,516
0
15,516
Residential non-agency 0
0
1
1
0
0
1
1
Commercial agency 0
5,723
0
5,723
0
4,766
0
4,766
Commercial non-agency 0
602
0
602
0
647
0
647
Corporate and other debt securities 0
1,268
4
1,272
0
1,450
1
1,451
Total debt securities available for sale $ 183
$ 26,819
$ 5
$ 27,007
$ 182
$ 22,422
$ 2
$ 22,606
Loans held for sale $ 0
$ 1,065
$ 19
$ 1,084
$ 0
$ 436
$ 3
$ 439
Marketable equity securities $ 422
$ 0
$ 0
$ 422
$ 450
$ 0
$ 0
$ 450
Residential mortgage servicing rights $ 0
$ 0
$ 267
$ 267
$ 0
$ 0
$ 345
$ 345
Derivative assets⁽²⁾:

Interest rate swaps $ 0
$ 3,102
$ 0
$ 3,102
$ 0
$ 1,064
$ 0
$ 1,064
Interest rate options 0
522
47
569
0
227
8
235
Interest rate futures and forward commitments 0
10
0
10
0
4
6
10
Other contracts 4
91
2
97
0
47
1
48
Total derivative assets $ 4
$ 3,725
$ 49
$ 3,778
$ 0
$ 1,342
$ 15
$ 1,357
Equity investments $ 0
$ 68
$ 0
$ 68
$ 0
$ 0
$ 0
$ 0
Derivative liabilities⁽²⁾:

Interest rate swaps $ 0
$ 1,648
$ 0
$ 1,648
$ 0
$ 739
$ 0
$ 739
Interest rate options 0
33
0
33
0
9
0
9
Interest rate futures and forward commitments 0
9
0
9
0
11
0
11
Other contracts 4
99
8
111
0
53
5
58
Total derivative liabilities $ 4
$ 1,789
$ 8
$ 1,801
$ 0
$ 812
$ 5
$ 817
Non-recurring fair value measurements
Loans held for sale $ 0
$ 0
$ 14
$ 14
$ 0
$ 0
$ 14
$ 14
Equity investments without a readily determinable fair value 0
0
2
2
0
0
32
32
Foreclosed property and other real estate 0
0
12
12
0
0
42
42


	March 31, 2021								December 31, 2020
	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	$	232	$	0	$	0	$	232	$	183	$	0	$	0	$	183
Federal agency securities	0		98		0		98		0		105		0		105
Mortgage-backed securities (MBS):
Residential agency	0		18,846		0		18,846		0		19,076		0		19,076
Residential non-agency	0		0		1		1		0		0		1		1
Commercial agency	0		6,199		0		6,199		0		5,999		0		5,999
Commercial non-agency	0		570		0		570		0		586		0		586
Corporate and other debt securities	0		1,142		4		1,146		0		1,200		4		1,204
Total debt securities available for sale	$	232	$	26,855	$	5	$	27,092	$	183	$	26,966	$	5	$	27,154
Loans held for sale	$	0	$	1,169	$	0	$	1,169	$	0	$	1,446	$	0	$	1,446
Marketable equity securities	$	443	$	0	$	0	$	443	$	388	$	0	$	0	$	388
Residential mortgage servicing rights	$	0	$	0	$	401	$	401	$	0	$	0	$	296	$	296
Derivative assets(2):
Interest rate swaps	$	0	$	1,878	$	0	$	1,878	$	0	$	2,750	$	0	$	2,750
Interest rate options	0		270		31		301		0		477		43		520
Interest rate futures and forward commitments	0		38		0		38		0		11		0		11
Other contracts	1		82		0		83		2		65		1		68
Total derivative assets	$	1	$	2,268	$	31	$	2,300	$	2	$	3,303	$	44	$	3,349
Equity investments	$	0	$	0	$	0	$	0	$	0	$	74	$	0	$	74
Derivative liabilities(2):
Interest rate swaps	$	0	$	1,122	$	0	$	1,122	$	0	$	1,464	$	0	$	1,464
Interest rate options	0		25		0		25		0		28		0		28
Interest rate futures and forward commitments	0		6		0		6		0		26		0		26
Other contracts	1		75		4		80		2		72		6		80
Total derivative liabilities	$	1	$	1,228	$	4	$	1,233	$	2	$	1,590	$	6	$	1,598
Non-recurring fair value measurements
Loans held for sale	$	0	$	0	$	8	$	8	$	0	$	0	$	4	$	4
Equity investments without a readily determinable fair value	0		0		0		0		0		0		12		12
Foreclosed property and other real estate	0		0		16		16		0		0		5		5

~~_________~~

~~(1)~~

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

~~(2)~~

As permitted under U.S. GAAP, variation margin collateral payments made or received for derivatives that are centrally cleared are legally characterized as settled. As such, these derivative assets and derivative liabilities and the related variation margin collateral are presented on a net basis on the balance sheet.

46_________

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

(2)As permitted under U.S. GAAP, variation margin collateral payments made or received for derivatives that are centrally cleared are legally characterized as settled. As such, these derivative assets and derivative liabilities and the related variation margin collateral are presented on a net basis on the balance sheet.

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.

The following tables illustrate rollforwards for residential mortgage servicing rights, which are the only material assets or liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ respectively.


	Residential mortgage servicing rights													Residential mortgage servicing rights
	Three Months Ended September 30						Nine Months Ended September 30							Three Months Ended March 31
	2020			2019			2020			2019				2021		2020
	(In millions)													(In millions)
Carrying value, beginning of period	$	249		$	337		$	345		$	418		Carrying value, beginning of period	$	296	$	345
Total realized/unrealized gains (losses) included in earnings ⁽¹⁾	(14		)	(45		)	(145		)	(141		)	Total realized/unrealized gains (losses) included in earnings (1)	73		(102)

Purchases	32			15			67			30			Purchases	32		11

Carrying value, end of period	$	267		$	307		$	267		$	307		Carrying value, end of period	$	401	$	254

_________

(1)Included in mortgage income. Amounts presented exclude offsetting impact from related derivatives.

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

Three Months Ended September 30 Nine Months Ended September 30
2020 2019 2020 2019
(In millions)
Loans held for sale $ (1 ) $ (3 ) $ (6 ) $ (9 )
Equity investments without a readily determinable fair value 0
7
(3 ) 1
Foreclosed property and other real estate (3 ) (2 ) (13 ) (41 )


	Three Months Ended March 31
	2021		2020
	(In millions)
Loans held for sale	$	(3)	$	(3)
Equity investments without a readily determinable fair value	0		(3)
Foreclosed property and other real estate	(7)		(9)

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, 2020,~~March 31, 2021, and December 31, ~~2019.~~2020. 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, 2020,~~March 31, 2021, and December 31, ~~2019,~~2020, 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, 2020~~March 31, 2021

Level 3

Estimated Fair Value at
~~September 30, 2020~~

~~Valuation~~

~~Technique~~March 31, 2021

~~Unobservable~~

~~Input(s)~~

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⁾

$~~267~~401

Discounted cash flow

Weighted-average CPR (%)

~~8.0%~~5.4% - ~~33.2% (16.3%~~21.9% (10.2%)

OAS (%)

~~5.2%~~4.8% - ~~10.2% (6.2%~~9.5% (5.6%)

_________

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

December 31, ~~2019~~2020

Level 3

Estimated Fair Value at

December 31, ~~2019~~

~~Valuation~~

~~Technique~~2020

~~Unobservable~~

~~Input(s)~~

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⁾

$~~345~~296

Discounted cash flow

Weighted-average CPR (%)

~~7.4%~~8.1% - ~~26.1% (12.0%~~31.2% (15.6%)

OAS (%)

~~5.2%~~4.8% - ~~10.2% (6.18%~~9.5% (5.6%)

_________

(1)See Note 7 to the consolidated financial statements of the Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020 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.

FAIR VALUE OPTION

Regions has elected the fair value option for all eligible agency 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 Company also elected to measure certain commercial and industrial loans held for sale at fair value, as these loans are actively traded in the secondary market. The Company is able to obtain fair value estimates for substantially all of these loans through a third party valuation service that is broadly used by market participants. While most of the loans are traded in the market, the volume and level of trading activity is subject to variability and the loans are not exchange-traded. The balance of these loans held for sale was immaterial at March 31, 2021.

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, 2020 December 31, 2019

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 $ 1,084
$ 1,033
$ 51
$ 439
$ 425
$ 14


	March 31, 2021						December 31, 2020
	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	$	1,163	$	1,136	$	27	$	1,439	$	1,362	$	77

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, 2020~~March 31, 2021 and ~~2019.~~2020. 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.


	Three Months Ended March 31
	2021		2020
	(In millions)
Net gains (losses) resulting for the change in fair value of mortgage loans held for sale	$	(50)	$	10

Three Months Ended September 30 Nine Months Ended September 30
2020 2019 2020 2019
(In millions)
Net gains (losses) resulting for the change in fair value of mortgage loans held for sale $ 7
$ (1 ) $ 37
$ 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, 2020~~March 31, 2021 are as follows:


	September 30, 2020											March 31, 2021
	Carrying Amount		Estimated Fair Value⁽¹⁾		Level 1		Level 2		Level 3			Carrying Amount		Estimated Fair Value(1)		Level 1		Level 2		Level 3
	(In millions)											(In millions)
Financial assets:											Financial assets:
Cash and cash equivalents	$	13,473	$	13,473	$	13,473	$	0	$	0	Cash and cash equivalents	$	24,920	$	24,920	$	24,920	$	0	$	0
Debt securities held to maturity	1,190		1,289		0		1,289		0		Debt securities held to maturity	1,059		1,131		0		1,131		0
Debt securities available for sale	27,007		27,007		183		26,819		5		Debt securities available for sale	27,092		27,092		232		26,855		5
Loans held for sale	1,187		1,187		0		1,154		33		Loans held for sale	1,487		1,487		0		1,479		8
Loans (excluding leases), net of unearned income and allowance for loan losses⁽²⁾⁽³⁾	84,558		85,194		0		0		85,194		Loans (excluding leases), net of unearned income and allowance for loan losses(2)(3)	81,335		82,156		0		0		82,156
Other earning assets⁽⁴⁾	1,053		1,053		422		631		0		Other earning assets(4)	1,074		1,074		443		631		0
Derivative assets	3,778		3,778		4		3,725		49		Derivative assets	2,300		2,300		1		2,268		31
Equity investments	68		68		0		68		0
Financial liabilities:											Financial liabilities:
Derivative liabilities	1,801		1,801		4		1,789		8		Derivative liabilities	1,233		1,233		1		1,228		4
Deposits	118,445		118,486		0		118,486		0		Deposits	129,602		129,624		0		129,624		0

Long-term borrowings	4,919		6,785		0		5,723		1,062		Long-term borrowings	2,916		3,351		0		3,086		265
Loan commitments and letters of credit	176		656		0		0		656		Loan commitments and letters of credit	119		119		0		0		119

_________

~~(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 premium on the loan portfolio's net carrying amount at September 30, 2020 was $636 million or 0.8 percent


~~(3)~~	~~Excluded from this table is the capital lease carrying amount of $1.5 billion at September 30, 2020.~~

~~(4)~~

~~Excluded from this table is the operating lease carrying amount of $214 million at September 30, 2020~~

(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 premium on the loan portfolio's net carrying amount at March 31, 2021 was $821 million or 1.0 percent.

(3)Excluded from this table is the sales-type, direct financing, and leveraged lease carrying amount of $1.4 billion at March 31, 2021.

(4)Excluded from this table is the operating lease carrying amount of $188 million at March 31, 2021.

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, ~~2019~~2020 are as follows:


	December 31, 2019											December 31, 2020
	Carrying Amount		Estimated Fair Value⁽¹⁾		Level 1		Level 2		Level 3			Carrying Amount		Estimated Fair Value(1)		Level 1		Level 2		Level 3
	(In millions)											(In millions)
Financial assets:											Financial assets:
Cash and cash equivalents	$	4,114	$	4,114	$	4,114	$	0	$	0	Cash and cash equivalents	$	17,956	$	17,956	$	17,956	$	0	$	0
Debt securities held to maturity	1,332		1,372		0		1,372		0		Debt securities held to maturity	1,122		1,215		0		1,215		0
Debt securities available for sale	22,606		22,606		182		22,422		2		Debt securities available for sale	27,154		27,154		183		26,966		5
Loans held for sale	637		637		0		620		17		Loans held for sale	1,905		1,905		0		1,901		4
Loans (excluding leases), net of unearned income and allowance for loan losses⁽²⁾⁽³⁾	80,841		80,799		0		0		80,799		Loans (excluding leases), net of unearned income and allowance for loan losses(2)(3)	81,597		82,773		0		0		82,773
Other earning assets⁽⁴⁾	1,221		1,221		450		771		0		Other earning assets(4)	1,017		1,017		388		629		0
Derivative assets	1,357		1,357		0		1,342		15		Derivative assets	3,349		3,349		2		3,303		44
Equity investments											Equity investments	74		74		0		74		0
Financial liabilities:											Financial liabilities:
Derivative liabilities	817		817		0		812		5		Derivative liabilities	1,598		1,598		2		1,590		6
Deposits	97,475		97,516		0		97,516		0		Deposits	122,479		122,511		0		122,511		0
Short-term borrowings	2,050		2,050		0		2,050		0

Long-term borrowings	7,879		8,275		0		7,442		833		Long-term borrowings	3,569		4,063		0		3,592		471
Loan commitments and letters of credit	67		471		0		0		471		Loan commitments and letters of credit	151		151		0		0		151

_________

~~(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. The fair value discount on the loan portfolio's net carrying amount at December 31, 2019 was $42 million or 0.1 percent.


~~(3)~~	~~Excluded from this table is the capital lease carrying amount of $1.3 billion at December 31, 2019.~~


~~(4)~~	~~Excluded from this table is the operating lease carrying amount of $297 million at December 31, 2019.~~

(3)Excluded from this table is the sales-type, direct financing, and leveraged lease carrying amount of $1.5 billion at December 31, 2020.

(4)Excluded from this table is the operating lease carrying amount of $200 million at December 31, 2020.

~~Table~~ Accordingly, the prior period was updated to reflect these enhancements. In the first quarter of ~~Contents~~

NOTE ~~11.~~10. 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 3 reportable segments: Corporate Bank, Consumer Bank, and Wealth Management, with the remainder in 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, ~~2019.~~2020.

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.

2021, the net interest income allocation methodology was enhanced. All net interest income including the FTP offset, activities of the treasury function, securities portfolio and interest rate risk activities is allocated to the three reporting segments.

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

Three Months Ended September 30, 2020
Corporate Bank
Consumer
Bank

Wealth
Management
Other Consolidated
(In millions)
Net interest income (loss) $ 476
$ 581
$ 38
$ (107 ) $ 988
Provision (credit) for credit losses ⁽¹⁾
86
76
4
(53 ) 113
Non-interest income 160
343
88
64
655
Non-interest expense 252
523
87
34
896
Income (loss) before income taxes 298
325
35
(24 ) 634
Income tax expense (benefit) 75
81
9
(61 ) 104
Net income (loss) $ 223
$ 244
$ 26
$ 37
$ 530
Average assets $ 63,483
$ 34,554
$ 2,014
$ 42,794
$ 142,845


	Three Months Ended March 31, 2021
	Corporate Bank		Consumer Bank		Wealth Management		Other		Consolidated
	(In millions)
Net interest income	$	435	$	497	$	35	$	0	$	967
Provision for (benefit from) credit losses	79		73		3		(297)		(142)
Non-interest income	193		331		92		25		641
Non-interest expense	267		529		94		38		928
Income (loss) before income taxes	282		226		30		284		822
Income tax expense (benefit)	70		57		7		46		180
Net income (loss)	$	212	$	169	$	23	$	238	$	642
Average assets	$	59,492	$	34,053	$	2,047	$	50,962	$	146,554


	Three Months Ended March 31, 2020
	Corporate Bank		Consumer Bank		Wealth Management		Other		Consolidated
	(In millions)
Net interest income	$	352	$	538	$	38	$	0	$	928
Provision for credit losses	53		88		4		228		373
Non-interest income (loss)	104		315		87		(21)		485
Non-interest expense	235		499		87		15		836
Income (loss) before income taxes	168		266		34		(264)		204
Income tax expense (benefit)	42		67		9		(76)		42
Net income (loss)	$	126	$	199	$	25	$	(188)	$	162
Average assets	$	55,085	$	34,600	$	2,060	$	33,026	$	124,771

Three Months Ended September 30, 2019
Corporate Bank Consumer Bank
Wealth
Management
Other Consolidated
(In millions)
Net interest income (loss) $ 361
$ 588
$ 45
$ (57 ) $ 937
Provision (credit) for credit losses ⁽¹⁾
53
85
4
(34 ) 108
Non-interest income 126
325
85
22
558
Non-interest expense 226
531
86
28
871
Income (loss) before income taxes 208
297
40
(29 ) 516
Income tax expense (benefit) 52
74
10
(29 ) 107
Net income (loss) $ 156
$ 223
$ 30
$ 0
$ 409
Average assets $ 53,798
$ 34,931
$ 2,191
$ 33,743
$ 124,663

Nine Months Ended September 30, 2020
Corporate Bank Consumer Bank
Wealth
Management
Other Consolidated
(In millions)
Net interest income (loss) $ 1,282
$ 1,680
$ 113
$ (187 ) $ 2,888
Provision (credit) for credit losses ⁽¹⁾
216
244
11
897
1,368
Non-interest income 444
945
254
70
1,713
Non-interest expense 755
1,541
260
100
2,656
Income (loss) before income taxes 755
840
96
(1,114 ) 577
Income tax expense (benefit) 189
210
24
(324 ) 99
Net income (loss) $ 566
$ 630
$ 72
$ (790 ) $ 478
Average assets $ 61,394
$ 34,515
$ 2,028
$ 37,901
$ 135,838

Nine Months Ended September 30, 2019
Corporate Bank Consumer Bank
Wealth
Management
Other Consolidated
(In millions)
Net interest income (loss) $ 1,083
$ 1,753
$ 136
$ (145 ) $ 2,827
Provision (credit) for credit losses ⁽¹⁾
150
252
12
(123 ) 291
Non-interest income 391
899
245
19
1,554
Non-interest expense 694
1,576
254
68
2,592
Income (loss) before income taxes 630
824
115
(71 ) 1,498
Income tax expense (benefit) 157
206
29
(87 ) 305
Net income (loss) $ 473
$ 618
$ 86
$ 16
$ 1,193
Average assets $ 53,975
$ 35,137
$ 2,191
$ 34,134
$ 125,437

~~_____~~

(1) Upon adoption of CECL on January 1, 2020, the provision for credit losses is the sum of the provision for loans losses and the provision for unfunded credit commitments. Prior to the adoption of CECL, the provision for unfunded commitments was included in other non-interest expense. See Note 23 "Business Segment Information" in the Annual Report on Form 10-K for the year ended December 31, 2019 for information on how the provision is allocated to each reportable segment.

NOTE ~~12.~~11. 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 is represented in unused commitments to extend credit, standby letters of credit and commercial letters of credit. Refer to Note 24 "Commitments, Contingencies and Guarantees" in the Annual Report on Form 10-K for the year ended December 31, 2020 for more information regarding these instruments.

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

September 30, 2020 December 31, 2019
(In millions)
Unused commitments to extend credit $ 56,883
$ 52,976
Standby letters of credit 1,599
1,521
Commercial letters of credit 41
59
Liabilities associated with standby letters of credit 26
22
Assets associated with standby letters of credit 27
23
Reserve for unfunded credit commitments 149
45

~~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. The credit risk involved in the issuance of these guarantees is essentially the same as that involved in extending loans to clients and as such, the instruments are collateralized when necessary. 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.


	March 31, 2021		December 31, 2020
	(In millions)
Unused commitments to extend credit	$	59,377	$	56,644
Standby letters of credit	1,660		1,742
Commercial letters of credit	72		132
Liabilities associated with standby letters of credit	27		25
Assets associated with standby letters of credit	27		25
Reserve for unfunded credit commitments	92		126

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 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.

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, 2020,~~March 31, 2021, 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 a legal contingency that is subject to an indemnification agreement.~~

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. ~~For example,~~As previously disclosed, Regions is ~~in the process of responding to a civil investigative demand from~~cooperating with an investigation by the CFPB ~~relating to~~into certain of Regions' overdraft practices and policies. 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 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.

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

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, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, the Company's DUS servicing portfolio totaled approximately ~~$4.4~~$4.6 billion and ~~$3.9~~$4.5 billion, respectively. Regions' maximum quantifiable contingent liability related to its loss share guarantee was approximately ~~$1.4 billion and $1.3~~$1.5 billion at ~~September 30, 2020~~both March 31, 2021 and December 31, ~~2019, respectively.~~2020. 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 ~~and $4 million~~ at ~~September 30, 2020~~both March 31, 2021 and December 31, ~~2019, respectively.~~2020. Refer to Note 1 "Summary of Significant Accounting Policies" in the Annual Report on Form 10-K for the year ended December 31, ~~2019,~~2020, for additional information.

5345

NOTE ~~13.~~12. RECENT ACCOUNTING PRONOUNCEMENTS



Standard			Description	Required Date of Adoption	Effect on Regions' financial statements or other significant matters
Standards Adopted (or partially adopted) in ~~2020~~
~~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~~ ~~ASU 2019-11, Financial Instruments- Credit Losses~~ ~~ASU 2020-02, Financial Instruments - Credit Losses~~	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 R&S 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 ASU also eliminates the current accounting model for purchased credit-impaired loans, but requires an allowance to be recognized for purchased-credit-deteriorated (PCD) assets (those that have experienced more-than-insignificant deterioration in credit quality since origination). Entities that had 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. 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.	~~January 1, 2020~~	~~The allowance increased by $501 million based on loan exposure balances and Regions' internally developed macroeconomic forecast upon adoption of CECL on January 1, 2020.~~ The increase in the allowance at adoption was primarily the result of significant increases within the consumer portfolio segment, specifically residential first mortgages, home equity loans, home equity lines, and indirect-other consumer. The impact to the residential first mortgage and home equity classes was mainly driven by their longer time to maturity. Additionally, a significant portion of the indirect-other consumer class is unsecured lending through third parties which yielded higher loss rates. Under CECL these higher loss rates compounded over a life of loan estimate result in a significantly larger allowance estimate. ~~A suite of controls including governance, data, forecast and model controls was in place at adoption.~~ The impact was reflected as a reduction of approximately $375 million to retained earnings and an increase of approximately $126 million to deferred tax assets. In the third quarter of 2020, the Federal Banking agencies finalized a rule related to the impact of CECL on regulatory capital. The rule allows an add-back to regulatory capital for the impacts of CECL for a two-year period. At the end of the two years, the impact is then phased in over the following three years. The add-back is calculated as the impact of initial adoption, plus 25 percent of subsequent changes in allowance. At September 30, 2020 this amount is approximately $611 million year-to-date. The impact on CET1 is approximately 56 basis points. There was no material impact to available for sale or held to maturity securities upon adoption of CECL, nor to any other financial assets in scope. Most of the held to maturity portfolio consists of agency-backed securities that inherently have an immaterial risk of loss. Additionally, Regions had no PCI assets that were converted to PCD upon adoption. ~~See Note 1 Basis of Presentation for additional information about Regions' CECL methodologies and assumptions.~~
~~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~~	~~The adoption of this guidance did not have a material impact.~~
~~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~~	~~The adoption of this guidance did not have a material impact.~~
~~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~~	~~The adoption of this guidance did not have a material impact.~~

~~Table of Contents~~2021



~~Standard~~	~~Description~~	~~Required Date of Adoption~~	~~Effect on Regions' financial statements or other significant matters~~
~~Standards Adopted (or partially adopted) in 2020~~
~~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~~	~~The adoption of this guidance did not have a material impact.~~
~~ASU 2019-08 Compensation - Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606)~~	The amendments in this Update require that an entity measure and classify share-based payment awards granted to a customer by applying the guidance in Topic 718. The amount recorded as a reduction of the transaction price is required to be measured on the basis of the grant-date fair value of the share-based payment award measured in accordance with Topic 718. The grant date is the date at which a grantor (supplier) and grantee (customer) reach a mutual understanding of the key terms and conditions of a share-based payment award. The classification and subsequent measurement of the award are subject to the guidance in Topic 718 unless the share-based payment award is subsequently modified and the grantee is no longer a customer.	~~January 1, 2020~~	~~The adoption of this guidance did not have a material impact.~~
~~ASU 2020-04, Reference Rate Reform - Topic 848~~	This Update provides temporary optional expedients and exceptions to the GAAP guidance on contract modifications, hedge accounting, and other transactions affected that reference LIBOR or another reference rate expected to be discontinued.	~~The Update is effective upon issuance and can be applied through December 31, 2022.~~	Regions adopted this ASU on July 1, 2020, and at the time of adoption, there was no material impact. Regions anticipates optional expedients adopted such as contract modification and hedge accounting will provide significant relief otherwise not provided through December 31, 2022.



~~Standard~~	~~Description~~	~~Required Date of Adoption~~	~~Effect on Regions' financial statements or other significant matters~~
~~Standards Not Yet Adopted~~
ASU 2019-12 Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes			The amendments in this Update simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance.	January 1, 2021	~~Regions is evaluating the impact upon adoption; however, the impact is~~The adoption of this guidance did not ~~expected to be material.~~have a material impact.
ASU 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)			The amendments clarify the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815.	January 1, 2021 ~~Early adoption is permitted.~~	~~Regions is evaluating~~The adoption of this guidance did not have a material impact.
ASU 2020-08, Codification Improvements to Subtopic 310-20, Receivables—Nonrefundable Fees and Other Costs			The amendments in this Update were issued to clarify that entities should reevaluate at each reporting period whether callable debt securities are within the ~~impact upon adoption; however,~~scope of the ~~impact is not expected~~guidance in Topic 310-20, which requires the premium on such debt securities to be ~~material.~~amortized to the next call date.	January 1, 2021	The adoption of this guidance did not have a material impact.
ASU 2020-10, Codification Improvements			This Update was issued to make minor technical corrections and improvements to the Codification as part of an ongoing FASB project to clarify guidance and correct inconsistent application of unclear guidance. The ASU codifies in Section 50 (Disclosure) of various Codification Topics the disclosure guidance that includes an option to provide certain information either on the face of the financial statements or in notes to the financial statements that was previously codified only in Section 45 (Other Presentation Matters). It also amends various Codification Topics to clarify guidance that may have been unclear when originally codified and that has resulted in inconsistent application.	January 1, 2021	The adoption of this guidance did not have a material impact.
ASU 2021-01 Reference Rate Reform (Topic 848)			The Update was issued to clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to contracts that are affected by the discounting transition. Specifically, certain provisions in Topic 848, if elected by an entity, would apply to derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform. Amendments in this ASU to the expedients and exceptions in Topic 848 are included to capture the incremental consequences of the scope refinement and to tailor the existing guidance to derivative instruments affected by the discounting transition.	The Update is effective upon issuance and can be applied through December 31, 2022	The adoption of this guidance did not have a material impact.


Standard	Description	Required Date of Adoption	Effect on Regions' financial statements or other significant matters
Standards Not Yet Adopted
ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40)	This Update simplifies accounting for convertible instruments by removing certain separation models. Additionally, it revises and clarifies guidance on the derivatives scope exception to make the exception easier to apply.	January 1, 2022	Regions is evaluating the impact upon adoption; however, the impact is not expected to be material.

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, ~~2019,~~2020, 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 1312 "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, 2020~~March 31, 2021 compared to the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 for the consolidated statements of income. For the consolidated balance sheets, the emphasis of this discussion will be the balances as of ~~September 30, 2020~~March 31, 2021 compared to December 31, ~~2019.~~2020.

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 7 through 9 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, 2020,~~March 31, 2021, Regions operated ~~1,381~~1,366 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 in Other. See Note 1110 "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 February 27, 2020, Regions announced that it had entered into an agreement to acquire Ascentium Capital LLC, an independent equipment financing company headquartered in Kingwood, Texas. The transaction closed on April 1, 2020, and included approximately $1.9 billion in loans and leases to small businesses. Refer to the "Ascentium Acquisition" section for more detail.

Regions’ profitability, like that of many other financial institutions, is dependent on its ability to generate revenue from net interest income as well as non-interest income sources. Net interest 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 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. 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 credit 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.

~~THIRD~~FIRST QUARTER OVERVIEW

Economic Environment in Regions’ Banking Markets

One of the primary factors influencing the credit performance of Regions’ loan portfolio is the overall economic environment in the U.S. and the primary markets in which it operates. While on a quarterly average basis economic growth was notably robust in the third quarter, the pace of growth decelerated through the quarter, and growth is expected to settle into a slower but more sustainable pace over coming quarters. For full-year 2020,Regions' April 2021 baseline forecast anticipates real GDP ~~is expected to contract by 3.8 percent and to grow by 3.6~~growth of 6.2 percent in ~~2021. As the COVID-19 pandemic is still ongoing, there remains a heightened degree of uncertainty around economic forecasts.~~

After the loss of more than 22 million non-farm jobs over March and April, the economy added over 11.4 million jobs over the subsequent five months, though this still left the level of non-farm employment as of September more than 10.6 million jobs below the level as of February. The unemployment rate has continued to recede from the peak of 14.72021, 4.1 percent in ~~April, falling to 7.9~~2022, and 2.3 percent in ~~September, although part of that decline reflects lower labor force participation.~~2023. The incidence of permanent job losses has increased over recent months as the duration of unemployment has increased. While the labor market continues to heal, progress will likely be harder to come by in the months ahead.

While the significant amount of financial support to households provided under the CARES Act helped sustain consumer spending during second and third quarters of 2020, and as the labor market began to recover, growth in labor earnings, the largest component of personal income, also began to rebound sharply. Still, there is a sharp divergence in patterns of consumer spending on goods and consumer spending on services. By June, the level of consumer spending on goods had surpassed the level as of February, but as of August the level of consumer spending on services remained well below the level as of February. This reflects ongoing restrictions on activities such as tourism, dining out, recreation, and attendance at sporting events, while shifting consumer attitudes toward engaging in such activities could also be playing a role. Either way, providers of such services continue to struggle to gain traction.

The story in the industrial sector and the housing market is quite different. The ISM Manufacturing Index points to a recovery in the manufacturing sector that is becoming increasingly entrenched, and this is supported by growth in business orders for capital goods. New single family construction and sales of new and existing homes have surprised to the upside over recent months, in part reflecting the benefits of notably low mortgage interest rates. While the pace of growth in demand seen in the third quarter is unlikely to be sustained, construction and sales of new homes are likely to rise further, but persistently lean inventories will continue to dampen growth in sales of existing homes.

While the economy is expected to settle into a path of steady but moderate economic growth over coming quarters, a considerable degree of uncertainty continues to cloud the outlook, which will remain the case until there is more clarity around the public health picture. Though Congress agreeing to an additional bill to provide assistance to households and small businesses is the most likely outcome, it remains uncertain when an agreement will be reached and what would be included in any such bill. Additionally, the outlook for growth in 2021 and beyond could be impacted by the outcome of the November elections. The OctoberApril baseline forecast anticipates the level of real GDP will return to the ~~level as of the~~ fourth quarter of 2019 level, the last quarter free of the effects of COVID-19, in the ~~first~~second quarter of 2021. While the downside risks posed by the COVID-19 virus have not been eliminated, they nonetheless have diminished with further progress on the vaccination front. Further reopening of the economy and significant fiscal and monetary

support are expected to lead to notably rapid growth over coming quarters, but it is anticipated that by year-end 2022 the economy will be on a path of growth of around 2.0 percent that prevailed prior to the pandemic. As has been the case over the past year, there remains a heightened degree of uncertainty around economic forecasts being made at present.

There was a marked acceleration in the pace of economic activity in March 2021, as evidenced in the data on nonfarm employment, consumer spending, residential construction, and personal income. The monthly surveys conducted by the ISM show accelerating and broad-based expansions in the manufacturing sector and the broad services sector; and in March, the ISM Manufacturing Index reached its highest level since December 1983 and the ISM Non-Manufacturing Index rose to its highest level on record. The acceleration in the pace of economic activity in March in part reflects payback for activity having been held down by unusually harsh winter weather in February, but also reflects further reopening of the economy and the distribution of the bulk of the third round of Economic Impact Payments of up to $1,400 per eligible recipient.

The third round of Economic Impact Payments came on top of an already elevated household saving rate. While there are questions as to whether, or to what extent, consumer behavior and attitudes will have changed after the experiences of the pandemic, it is nonetheless expected that coming months will see a significant spike in consumer spending, particularly spending on services, as further progress is made on the vaccination front and the economy more fully reopens. Additional fiscal policy support will also contribute to a faster pace of economic growth. While supply chain/logistics issues pose a headwind, particularly for motor vehicle producers, the broad-based expansion in the manufacturing sector is expected to continue over coming quarters, and business investment spending will contribute to top-line real GDP growth. Single family residential construction will also be additive to growth, but the for-sale segment of the housing market remains plagued by notably low inventories of homes, new and existing, for sale. Along with strong demand, lean inventories have contributed to robust house price appreciation which, in conjunction with higher mortgage interest rates, could weigh on affordability. However, new home construction and sales are expected to contribute to top-line real GDP growth.

Inflation is expected to accelerate further in the months ahead, reflecting base effects, supply chain/logistics bottlenecks, and services prices adjusting to the economy reopening, while further weakness in the U.S. dollar could also add to inflation pressures. While base effects are obviously transitory, it is unclear whether, or to what extent, inflation pressures will be sustained, particularly to the point the FOMC would feel compelled to respond. Still, to the extent inflation, and inflation expectations, rise over coming quarters, that will be a source of upward pressure on longer-term market interest rates, with added pressure stemming from larger government budget deficits that will necessitate increased debt issuance. With the short end of the yield curve well-anchored, persistent steepening of the yield curve could at some point lead the FOMC to alter the composition of FRB asset purchases, putting more emphasis on longer-dated assets and less emphasis on shorter-dated assets. We expect no changes in the pace of FRB asset purchases in 2021, nor do we anticipate any changes in the Fed funds rate target range at least through 2022.

The Biden Administration’s proposed $2.3 trillion infrastructure plan is not incorporated into the April baseline forecast, as at present there are no final details on either the spending side or the tax side of the plan. Still, expectations of the potential economic effects ~~within~~of the plan should be tempered by the fact that spending would be phased in over an eight-year period and may be at least partially offset by tax increases. As such, the net effect on GDP growth in any single year over the 2022-2029 period could be relatively small.

In March 2021, many of the top depository states in the Regions footprint ~~will be broadly similar to those seen in~~had significantly lower unemployment rates than the ~~U.S.~~U.S as a ~~whole. Florida’s~~whole, which could indicate a more accelerated economic recovery in these states. Furthermore, parts of the Regions footprint, most notably Florida, that are traditionally more reliant on travel and tourism will continue to benefit from further reopening of the economy ~~has an above-average exposure to leisure~~ and ~~hospitality services, while~~increased mobility. However, Texas and Louisiana have above-average exposure to energy, so these economies could be more prone to lasting effects if the recovery does prove to be slower than is now anticipated.

The continued signs of economic improvement, with consideration of uncertainty ~~as described above,~~inherent in the forecast, impacted Regions' forecast utilized in calculating the ACL as of ~~September 30, 2020.~~March 31, 2021. See the "Allowance" section for further information.

COVID-19 Pandemic

Regions' business operations and financial results are influenced by the economic environment in which the Company operates. ~~The adverse economic conditions and uncertainty in~~In the first quarter of 2021, the economic forecast continued to show signs of recovery. While some uncertainty remains, the economic forecast shows a much more positive outlook as ~~of September 30, 2020 driven by~~the economy moves toward fully reopening. There are select areas where the COVID-19 pandemic ~~continued to impact the third~~impacted first quarter ~~2020 financial results in the areas~~conditions, as ~~described~~discussed below. Regions expects that the pandemic will continue to influence economic conditions and the Company's financial results in future quarters.

~~In the third quarter of 2020, Regions re-opened branches for walk-in services. As~~While branch lobbies ~~re-open,~~are open for business, Regions continues to keep measures in place to ~~help~~ ensure associate and customer safety, such as providing face coverings for all associates and reducing occupancy levels to encourage social distancing. ~~As of September 30, 2020, approximately 99% of branches were open.~~ Regions is in the process of implementing a phased approach to return remote working associates to office locations. As of ~~September 30, 2020,~~March 31, 2021, approximately 90 percent of the Company's non-branch associates are working remotely.

During the ~~third~~first quarter of ~~2020,~~2021, the Company continued to offer ~~special~~ financial assistance to support customers who were experiencing financial hardships related to the COVID-19 pandemic. This assistance included offering ~~customer~~special COVID-related payment deferrals or forbearances to existing loans over a set period of time, typically 90 days. Residential mortgage payment assistance is granted through a forbearance. During the forbearance period, a borrower's payment obligation is suspended and no foreclosure action will be pursued. All payments are then due at expiration of the forbearance period, unless the loan has been modified. For most other loan products (commercial and consumer products except for residential real estate), payment assistance is granted through deferrals or extensions. Deferrals and extensions are different than forbearances in that all payments are normally not due at the end of the deferral or extension period. Instead, the payment due date is advanced. However, for most all products, interest continues to accrue on the loan during the deferral or forbearance ~~period, unless~~programs for the Company's mortgage and home equity loan ~~is on non-accrual.~~customers.

~~As of September 30, 2020, the Company had total~~Regions' outstanding customer payment deferrals of approximately $1.5 billion, a decline of $4.2 billion from the second quarter. As of September 30, 2020, Regions had approximately 2,600 outstanding deferrals for business customers totaling approximately $468 million, of which approximately 68% are in a second deferral. Total business deferrals have declined ~~$3.3~~92 percent since the initial relief provided in early 2020 from $5.7 billion ~~compared to~~as of June 30, ~~2020. As~~2020 to $437 million as of ~~September 30, 2020, Regions had approximately 8,900 consumer payment~~March 31, 2021. Of total outstanding deferrals, ~~outstanding totaling $1.0 billion, of which approximately 85%~~61 percent are ~~in a second deferral. Total consumer deferrals have declined $900 million from the second quarter. Included in consumer deferrals are approximately 4,800 forbearances~~ related to residential mortgages ~~totaling approximately $920 million, of which approximately 37% relate to loans repurchased from GNMA during~~that are government guaranteed. Of the ~~third quarter of 2020.Total mortgage deferrals declined $476 million from the second quarter and approximately 88%~~loan balances that have exited deferral, 96 percent were ~~in second deferral as of September~~either current or less than 30 2020. The second forbearance period expired for most loans in October, therefore these loans will either be modified, granted another forbearance (if approved through Regions' credit risk management framework) or will be evaluated for partial write-down and non-accrual status during the fourth quarter 2020. In addition Regions had active forbearances for approximately 9,300 mortgage loans serviced for others outstanding totaling approximately $1.5 billion, as of September 30, 2020.

During the months of August and September, approximately 20% of borrowers made a mortgage payment while in forbearance, approximately 20% of borrowers made a home equity payment, approximately 34% made a credit card payment, and approximately 10% made an auto loan payment while in deferral. Additionally, during the months of August and September, approximately 39% of corporate banking borrowers, which excludes Ascentium and branch small business customers, have made a payment while in deferral.

~~As provided in the CARES Act passed into law on March 27, 2020, certain loan modifications related to COVID-19 beginning March 1, 2020 through the earlier of 60~~ days after the national emergency concerning the COVID-19 outbreak ends or December 31, 2020 are eligible for relief from TDR classification. Refer to Table 15 "Troubled Debt Restructurings" for further information.past due.

As a certified SBA lender, Regions experienced a slight increase in lending activity in the ~~third~~first quarter of ~~2020~~2021 as the Company continued to assist customers through the loan process under the PPP. Under this program, Regions has approximately ~~46,500~~45,900 loans outstanding totaling approximately ~~$4.6~~$4.3 billion as of ~~September 30, 2020.~~March 31, 2021.

Regions continues to have strong liquidity and capital levels, which have the Company well-prepared to respond to customer borrowing needs. The Company has ample sources of liquidity that include a ~~granular and~~ stable deposit base, cash balances held at the Federal Reserve, borrowing capacity at the Federal Home Loan Bank, unencumbered highly liquid securities, and borrowing availability at the Federal Reserve's discount window. See the "Liquidity", "Shareholders' Equity", and "Regulatory Capital" sections for further information.

The COVID-19 pandemic also affected non-interest income. ~~Consumer spending increased moderately~~With additional government stimulus and changes in ~~the third quarter of 2020 as restrictions on economic activity were eased throughout the country. While moderate increases~~customer behavior, combined with continued enhancements to ~~consumer spending increased service charges~~overdraft practices and ~~card and ATM fees compared to the second quarter, spend remains below pre-pandemic levels. If current spending levels persist,~~transaction postings, the Company estimates consumer service charges will remain ~~$30 million~~10 percent to ~~$35 million per quarter behind prior-year~~15 percent below pre-pandemic levels. See Table 2824 "Non-Interest Income" for more ~~detail.~~

Regions assessed goodwill for impairment in light of the economic environment caused by the COVID-19 pandemic and concluded that it was not more likely than not that the fair value of each of the Company's reporting units was less than its carrying value. Refer to the "Goodwill" section for further detail.

Regions has experienced a modest increase in cyber events as a result of the COVID-19 pandemic, however the Company's layered control environment has effectively detected and prevented any material impact related to these events. Refer to the "Information Security" section for further detail.

Supervisory Stress Test Update

On June 25, 2020, the Federal Reserve indicated that the Company exceeded all minimum capital levels under the supervisory stress test. The capital plan submitted to the Federal Reserve reflected no share repurchases through year-end 2020. During the third quarter of 2020, the FRB finalized Regions' SCB requirement for the fourth quarter of 2020 through the third quarter of 2021 at 3.0 ~~percent~~. percent. On ~~October 15, 2020,~~April 21, 2021, the Company declared a cash dividend for the ~~fourth~~second quarter of ~~2020~~2021 of $0.155 per share, which was in compliance with the Federal Reserve's SCB framework.

~~Third~~While Regions was not required to participate in the 2021 CCAR, the Company chose to participate in part to have the Federal Reserve re-evaluate Regions' SCB. The submission was made in April 2021 and the Company expects to receive the results by June 30, 2021, with an effective date of October 1, 2021.

First Quarter Results

Regions reported net income available to common shareholders of ~~$501~~$614 million, or ~~$0.52~~$0.63 per diluted share, in the ~~third~~first quarter of ~~2020~~2021 compared to ~~$385~~$139 million, or ~~$0.39~~$0.14 per diluted share, in the ~~third~~first quarter of ~~2019.~~2020.

For the ~~third~~first quarter of ~~2020,~~2021, net interest income (taxable-equivalent basis) totaled $1.0 billion, up ~~$50~~$38 million compared to the ~~third~~first quarter of ~~2019.~~2020. The net interest margin (taxable-equivalent basis) was ~~3.13~~3.02 percent for the ~~third~~first quarter of ~~2020~~2021 and 3.44 percent in the ~~third~~first quarter of ~~2019.~~2020. The increase in net interest income was primarily driven by ~~increases in loan balances due to PPP lending, the Company's April 2020 equipment finance acquisition, increased production of residential first mortgage~~

~~loans, a decrease~~decreases in deposit costs and ~~decreases in short and long-term borrowings through the redemption of Bank senior notes and paydowns of FHLB advances.~~outstanding borrowings. Net interest income also benefited from the execution of the Company's interest rate hedging strategy. The decline in net interest margin was primarily driven by elevated levels of cash held at the Federal Reserve and the impact of lower yielding PPP loans. Additionally, net interest margin was negatively impacted by ~~the repricing of fixed rate loan portfolios~~excess cash balances due to significant deposit growth. Refer to Table 20 "Consolidated Average Daily Balances and ~~the securities portfolio at lower market interest rates.~~Yield/Rate Analysis" for further details.

The ~~provision for~~benefit from credit losses totaled ~~$113~~$142 million in the ~~third~~first quarter of ~~2020,~~2021, as compared to ~~the~~a provision ~~for loan losses~~ of ~~$108~~$373 million during the ~~third~~first quarter of ~~2019.~~2020. The current quarter ~~provision matched net charge-offs.~~benefit was primarily due to continuing improvement in credit metrics, improvement in macroeconomic conditions and recent government stimulus programs. Refer to the "Allowance for Credit Losses" section for further detail.

Net charge-offs totaled ~~$113~~$83 million, or an annualized ~~0.50~~0.40 percent of average loans, in the ~~third~~first quarter of ~~2020,~~2021, compared to ~~$92~~$123 million, or an annualized ~~0.44~~0.59 percent for the ~~third~~first quarter of ~~2019.~~2020. The ~~increase~~decrease was primarily driven ~~primarily~~ by ~~deterioration in the loan portfolio due to the COVID-19 pandemic and the inclusion of net charge-offs associated with the April 2020 equipment finance acquisition.~~broad-based improvements across most portfolios. See Note 3 "Loans and the Allowance for Credit Losses" to the consolidated financial statements for additional information.

The allowance was ~~2.74~~2.44 percent of total loans, net of unearned income at ~~September 30, 2020~~March 31, 2021 compared to ~~1.10~~2.69 percent at December 31, ~~2019.~~2020. The ~~increase~~decrease was impacted by the ~~adoption of CECL at the beginning of 2020 and other~~ factors discussed ~~above, particularly the provisions recorded during the first half of 2020.~~above. The allowance was ~~316~~280 percent of total non-performing loans at ~~September 30, 2020~~March 31, 2021 compared to ~~180~~308 percent at December 31, ~~2019~~2020. Total non-performing loans ~~increased to~~(excluding loans held for sale) remained flat at 0.87 percent of total loans, net of unearned income, at ~~September 30, 2020, compared to 0.61 percent at~~both March 31, 2021 and December 31, ~~2019. The increase in non-performing loans was driven primarily by downgrades in retail IRE mortgage, administrative support, waste and repair, manufacturing, restaurant and energy-related credits.~~2020. Refer to the "Allowance for Credit Losses" section for further detail.

Non-interest income was ~~$655~~$641 million for the ~~third~~first quarter of ~~2020,~~2021, a ~~$97~~$156 million increase from the ~~third~~first quarter of ~~2019.~~2020. The increase was primarily driven by higher mortgage and capital markets income and apositive market valuation ~~gain~~adjustments on ~~an equity investment.~~

employee benefit assets. The increases ~~are~~were partially offset by lower service charges income. See Table 2824 "Non-Interest Income" for more detail.

Total non-interest expense was ~~$896~~$928 million in the ~~third~~first quarter of ~~2020,~~2021, a ~~$25~~$92 million increase from the ~~third~~first quarter of ~~2019.~~2020. The increase was primarily driven by ~~the April 2020 equipment finance acquisition.~~higher salaries and employee benefit expenses. See Table 2925 "Non-Interest Expense" for more detail.

Income tax expense for the three months ended ~~September 30, 2020~~March 31, 2021 was ~~$104~~$180 million compared to ~~$107~~$42 million for the same period in ~~2019.~~2020. See "Income Taxes" toward the end of the Management’s Discussion and Analysis section of this report for more detail.

Expectations

~~Due~~


2021 Expectations
Category						Expectation
Total Adjusted Revenue(1)						Down modestly (depending on timing and amount of PPP forgiveness)
Adjusted Non-Interest Expense						Stable
Adjusted Average Loans						Down low single digits
Adjusted Ending Loans						Up low single digits
Net charge-offs/ average loans						40 - 50 basis points
Effective tax rate						Approximately 22%

_____

(1)Total revenue guidance assumes short-term rates remain near zero and the 10-year U.S Treasury yield remains between 1.5%-1.75%.

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 ~~current economic uncertainty, the Company has rescinded previously issued financial targets for 2020, as well as the three-year targets previously announced in 2019. Regions'~~Company's 2021 expectations, ~~will continue to evolve in response~~refer to the ~~changing economic conditions presented amidst the COVID-19 pandemic, as the Company expects that the financial results~~related sub-sections discussed in more detail within Management's Discussion and Analysis of ~~subsequent quarters will continue to be impacted.~~this Form 10-Q.

BALANCE SHEET ANALYSIS

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

CASH AND CASH EQUIVALENTS

Cash and cash equivalents increased approximately ~~$9.4~~$7.0 billion from year-end ~~2019~~2020 to ~~September 30, 2020,~~March 31, 2021, due primarily to an increase in cash on deposit with the FRB. ~~Significant~~Excess liquidity from deposit growth ~~during~~is held at the second and third quarters has contributed to historically elevated liquidity sources for the Company. Commercial customer deposit levels have significantly increased as customers have kept their PPP loans and brought excessFRB. Deposit growth was primarily driven by consumer deposits ~~back to Regions. Additionally, consumers have kept~~from recent government stimulus payments ~~as well as continued to adjust their spending and saving behavior in response to~~during the ~~economic environment. Some~~first quarter of ~~these liquidity sources were used to maintain cash at the FRB.~~2021. See the "Liquidity" and "Deposits" sections for more information.

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


	March 31, 2021		December 31, 2020
	(In millions)
U.S. Treasury securities	$	232	$	183
Federal agency securities	98		105
Mortgage-backed securities:
Residential agency	19,330		19,611
Residential non-agency	1		1
Commercial agency	6,774		6,586
Commercial non-agency	570		586
Corporate and other debt securities	1,146		1,204
	$	28,151	$	28,276

September 30, 2020 December 31, 2019
(In millions)
U.S. Treasury securities $ 183
$ 182
Federal agency securities 106
43
Mortgage-backed securities:
Residential agency 19,708
16,226
Residential non-agency 1
1
Commercial agency 6,325
5,388
Commercial non-agency 602
647
Corporate and other debt securities 1,272
1,451
$ 28,197
$ 23,938

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. 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. Also see the "Market Risk-Interest Rate Risk" and "Liquidity" sections for more information.

Debt securities ~~increased $4.3 billion~~decreased $125 million from December 31, ~~2019~~2020 to September 30, 2020. Despite the interest rate volatility during the first nine months of 2020, Regions' comprehensive securities repositioning executed in late 2019 positioned the portfolio to react favorably to the current economic environment.March 31, 2021. The ~~increase~~decrease from year-end was primarily the result of ~~improved~~a reduction in net unrealized gains due to an increase in market valuation and purchases of mortgage-backed securities. During the third quarter of 2020, as part of its cash deployment strategy, Regions added $2.6 billion of residential agency mortgage-backed securities and $391 million of commercial agency mortgage-backed securities.interest rates.

LOANS HELD FOR SALE

Loans held for sale totaled ~~$1.2~~$1.5 billion at ~~September 30, 2020,~~March 31, 2021, consisting of ~~$1.1~~$1.2 billion of residential real estate mortgage loans, ~~$117~~$316 million of commercial mortgage and other loans, and $5$8 million of non-performing loans. At December 31, ~~2019,~~2020, loans held for sale totaled ~~$637 million,~~$1.9 billion, consisting of ~~$436 million~~$1.4 billion of residential real estate mortgage loans, ~~$188~~$460 million of commercial mortgage and other loans, and ~~$13~~$6 million of non-performing loans. In the fourth quarter of 2020, Regions made the decision to sell a certain portfolio of $239 million commercial and industrial loans, which were reclassified to held for sale as of December 31, 2020. As of March 31, 2021, these loans remain in the held for sale portfolio. 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 6864 percent of Regions’ interest-earning assets at ~~September 30, 2020.~~March 31, 2021. 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, 2020		December 31, 2019			March 31, 2021		December 31, 2020
	(In millions, net of unearned income)					(In millions, net of unearned income)
Commercial and industrial	$	45,199	$	39,971	Commercial and industrial	$	43,241	$	42,870
Commercial real estate mortgage—owner-occupied ⁽¹⁾	5,451		5,537		Commercial real estate mortgage—owner-occupied (1)	5,335		5,405
Commercial real estate construction—owner-occupied ⁽¹⁾	305		331		Commercial real estate construction—owner-occupied (1)	293		300
Total commercial	50,955		45,839		Total commercial	48,869		48,575
Commercial investor real estate mortgage	5,598		4,936		Commercial investor real estate mortgage	5,405		5,394
Commercial investor real estate construction	1,984		1,621		Commercial investor real estate construction	1,817		1,869
Total investor real estate	7,582		6,557		Total investor real estate	7,222		7,263
Residential first mortgage	16,195		14,485		Residential first mortgage	16,643		16,575
Home equity lines	4,753		5,300		Home equity lines	4,286		4,539
Home equity loans	2,839		3,084		Home equity loans	2,631		2,713
Indirect—vehicles	1,120		1,812		Indirect—vehicles	768		934
Indirect—other consumer	2,663		3,249		Indirect—other consumer	2,262		2,431
Consumer credit card	1,189		1,387		Consumer credit card	1,111		1,213
Other consumer	1,063		1,250		Other consumer	963		1,023
Total consumer	29,822		30,567		Total consumer	28,664		29,428
	$	88,359	$	82,963		$	84,755	$	85,266

__________

(1)Collectively referred to as CRE.

PORTFOLIO CHARACTERISTICS

The following sections describe the composition of the portfolio segments and classes disclosed in Table 2, explain changes in balances from ~~2019~~2020 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~~Refer to Note ~~3 "Loans and the Allowance~~6 "Allowance for Credit Losses" toin the ~~consolidated financial statements~~Annual Report on Form 10-K for the year ended December 31, 2020 for additional ~~discussion.~~information regarding Regions’ portfolio segments and related classes, as well as the risks specific to each.

Many classes within Regions' portfolio segments continue to experience the impact of the COVID-19 pandemic. The extent to which Regions' borrowers are ultimately impacted will be ~~a factor of~~influenced by the duration and severity of the economic impact, the timely distribution and efficacy of a vaccine, as well as the effectiveness of ~~the~~ various government stimulus programs in place to support individuals and businesses. See ~~Tables~~Table 3 ~~through 8~~and Table 4 below for more detail.

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 ~~$5.2 billion~~$371 million since year-end ~~2019. This~~2020. The March 31, 2021 balance includes ~~$4.6~~$4.3 billion of PPP loans, ~~generated in 2020~~an increase of $700 million compared to year-end 2020. Although commercial and ~~the addition of $1.9 billion in~~industrial loans related to the Ascentium acquisition that occurred at the beginning of the second quarter of 2020 (see the "Ascentium Acquisition" section for more information). In the first half of 2020, the portfolio experienced elevated draws on commercial lines of credit. However, during the third quarter of 2020,increased modestly, line utilization levels ~~normalized~~continued to decline to historically low levels since year-end driven by continued excess liquidity and ~~declined to historic lows at the end of the third quarter.~~

customer deleveraging.

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.

Table 3—Commercial Industry Exposure


	March 31, 2021
	Loans		Unfunded Commitments		Total Exposure
	(In millions)
Administrative, support, waste and repair	$	1,622	$	989	$	2,611
Agriculture	419		257		676
Educational services	2,985		895		3,880
Energy	1,600		2,312		3,912
Financial services	4,143		5,254		9,397
Government and public sector	2,851		603		3,454
Healthcare	4,016		2,512		6,528
Information	1,865		1,148		3,013
Manufacturing	4,598		4,262		8,860
Professional, scientific and technical services	2,631		1,575		4,206
Real estate (1)	7,184		7,940		15,124
Religious, leisure, personal and non-profit services	2,046		739		2,785
Restaurant, accommodation and lodging	2,246		407		2,653
Retail trade	2,647		2,096		4,743
Transportation and warehousing	2,734		1,523		4,257
Utilities	2,024		2,654		4,678
Wholesale goods	3,305		3,197		6,502
Other (2)	(47)		2,767		2,720
Total commercial	$	48,869	$	41,130	$	89,999

September 30, 2020
Loans Unfunded Commitments Total Exposure
(In millions)
Administrative, support, waste and repair $ 1,739
$ 997
$ 2,736
Agriculture 486
246
732
Educational services 3,052
920
3,972
Energy 1,878
2,210
4,088
Financial services 4,123
4,946
9,069
Government and public sector 2,954
634
3,588
Healthcare 4,582
2,448
7,030
Information 1,794
904
2,698
Manufacturing 4,773
4,176
8,949
Professional, scientific and technical services 2,599
1,577
4,176
Real estate ⁽¹⁾
7,605
7,393
14,998
Religious, leisure, personal and non-profit services 2,219
747
2,966
Restaurant, accommodation and lodging 2,426
365
2,791
Retail trade 2,977
2,039
5,016
Transportation and warehousing 2,711
1,283
3,994
Utilities 1,922
2,779
4,701
Wholesale goods 3,168
3,113
6,281
Other ⁽²⁾
(53 ) 2,019
1,966
Total commercial $ 50,955
$ 38,796
$ 89,751


	December 31, 2019 ⁽³⁾							December 31, 2020 (3)
	Loans		Unfunded Commitments		Total Exposure			Loans		Unfunded Commitments		Total Exposure
	(In millions)							(In millions)
Administrative, support, waste and repair	$	1,402	$	888	$	2,290	Administrative, support, waste and repair	$	1,605	$	1,017	$	2,622
Agriculture	456		225		681		Agriculture	424		332		756
Educational services	2,724		676		3,400		Educational services	3,055		852		3,907
Energy	2,172		2,528		4,700		Energy	1,676		2,337		4,013
Financial services	4,588		4,257		8,845		Financial services	4,416		4,905		9,321
Government and public sector	2,825		522		3,347		Government and public sector	2,907		621		3,528
Healthcare	3,646		1,802		5,448		Healthcare	4,141		2,468		6,609
Information	1,394		847		2,241		Information	1,699		1,096		2,795
Manufacturing	4,347		3,912		8,259		Manufacturing	4,555		4,216		8,771
Professional, scientific and technical services	1,970		1,299		3,269		Professional, scientific and technical services	2,467		1,594		4,061
Real estate ⁽¹⁾	7,067		7,224		14,291		Real estate (1)	7,285		7,456		14,741
Religious, leisure, personal and non-profit services	1,748		769		2,517		Religious, leisure, personal and non-profit services	1,966		810		2,776
Restaurant, accommodation and lodging	1,780		420		2,200		Restaurant, accommodation and lodging	2,196		341		2,537
Retail trade	2,439		2,039		4,478		Retail trade	2,578		2,178		4,756
Transportation and warehousing	1,885		1,250		3,135		Transportation and warehousing	2,731		1,415		4,146
Utilities	1,774		2,437		4,211		Utilities	1,829		2,758		4,587
Wholesale goods	3,335		2,637		5,972		Wholesale goods	3,050		3,303		6,353
Other ⁽²⁾	287		2,095		2,382		Other (2)	(5)		1,774		1,769
Total commercial	$	45,839	$	35,827	$	81,666	Total commercial	$	48,575	$	39,473	$	88,048

________


~~(1)~~	~~"Real estate" includes REITs, which are unsecured commercial and industrial products that are real estate related.~~


~~(2)~~	~~"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.~~

~~(3)~~

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.

(1)"Real estate" includes REITs, which are unsecured commercial and industrial products that are real estate related.

(2)"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.

(3)As customers' businesses evolve (e.g. up or down the ~~COVID-19 pandemic continues, Regions' risk management framework provides~~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 ~~credit reviews to identify~~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.

Regions has identified certain industry sectors within the commercial and investor real estate portfolio segments that have the highest risk due to COVID-19. A bottom-up review was performed in the ~~third~~first quarter of ~~2020,~~2021, which narrowed high-risk industry sectors compared to ~~the second quarter.~~year-end 2020. As of ~~September 30, 2020,~~March 31, 2021, these high-risk industries include energy, healthcare, ~~other~~ consumer services and travel, retail, restaurants, ~~travel~~ and ~~leisure, hotels~~hotels. Identified COVID-19 high-risk balances have declined $1.8 billion from $5.2 billion at year-end 2020 to $3.4 billion as of March 30, 2021.

Industries and ~~retail. Industries~~sub-sectors identified as high-risk may change in future periods depending on how the macroeconomic environment conditions develop over time. These identified high-risk industries, and specified sectors within these industries, are detailed in Table 4 below. PPP loan balances are not included in Table 4 as these loans are not considered high ~~risk.~~risk, as they are fully guaranteed by the U.S. government. Regions is closely monitoring customers in these industries and has frequent dialogue with these customers. ~~Certain of these exposures are also represented in Table 5 through Table 8 below.~~ All loans within these tables are in the commercial portfolio segment, unless specifically identified as IRE.

6454

Table 4—COVID-19 High-Risk Industries


	March 31, 2021
	Balance Outstanding		% of Total Loans		Utilization %		Leveraged % of Balance		SNC % of Balance		% Criticized(2)
	($ in millions)
Commercial
Energy - E&P, oilfield services	$	1,053	1.2	%	59	%	—	%	80	%	32	%
Healthcare - offices of other health practitioners	181		0.2	%	60	%	5	%	25	%	4	%
Consumer services & travel - amusement, arts and recreation, personal care services, charter bus industry	655		0.8	%	77	%	18	%	17	%	8	%
Retail (non-essential) - clothing	86		0.1	%	34	%	11	%	36	%	24	%
Restaurants - full services	651		0.8	%	75	%	45	%	34	%	55	%
Total commercial	2,626		3.1	%	65	%	16	%	48	%	30	%

REITs and IRE
Hotels - full service, limited service, extended stay	277		0.3	%	94	%	—	%	—	%	94	%
Total REITs and IRE	277		0.3	%	94	%	—	%	—	%	94	%

Total COVID-19 high-risk industries	$	2,910
Other specifically identified at-risk assets (1)	$	451
Total COVID-19 high-risk and other	$	3,361

September 30, 2020
Balance Outstanding % of Total Loans Utilization % Leveraged % of Balance SNC % of Balance % Deferral % Criticized
($ in millions)
Commercial
Energy - E&P, oilfield services $ 1,147
1.3 % 60 % — % 79 % 3 % 43 %
Healthcare - offices of physicians and other health practitioners 1,114
1.3 % 74 % 5 % 5 % 2 % 4 %
Other consumer services - religious organizations, amusement, charter bus industry, arts and recreation 970
1.1 % 73 % 25 % 32 % 5 % 17 %
Restaurants - full service 730
0.8 % 84 % 24 % 37 % 4 % 40 %
Total commercial 3,961
4.5 % 70 % 12 % 39 % 4 % 25 %

REITs and IRE
Unsecured Hotels - full service, limited service, extended stay 676
0.8 % 78 % — % 96 % — % — %
IRE Hotels - full service, limited service, extended stay 288
0.3 % 87 % — % — % 16 % 95 %
Unsecured Retail - inclusive of malls and outlet centers, excludes grocery anchored REITs 917
1.0 % 44 % — % 100 % — % 10 %
IRE Retail (non-essential) - inclusive of malls and outlet centers 733
0.8 % 94 % — % 28 % 1 % 25 %
Total REITs and IRE 2,614
3.0 % 64 % — % 68 % 2 % 21 %

Total COVID-19 high-risk industries $ 6,575

_______

~~Energy~~(1)Represents balances considered high-risk that are not included in COVID-19 high-risk industries

(2)Regions defines classified loans as commercial and investor real estate loans risk-rated substandard accrual and non-accrual, and criticized loans as those risk-rated special mention, substandard accrual and non-accrual. Criticized loans are also referred to as "criticized and classified".

Of the COVID-19 high-risk industries and sub-sectors noted in the table above, Regions considers certain ones worthy of further discussion as described below. The period over period trends in the credit metrics such as percent criticized and the leveraged percent of balance as illustrated in Table 4 are indicators of a higher level of risk in those industries and sub-sectors.

Regions' direct energy portfolio is comprised mostly of E&P and midstream sector borrowers. As of ~~September 30,~~March 31, 2021, the outstanding balance of high-risk energy loans declined compared to December 31, 2020 levels. The outstanding balance of criticized loans in this category also decreased and there were no leveraged loans included within the direct energy portfolio at March 31, 2021. During the first three months of 2021, Regions recognized a nominal amount of energy charge-offs. Furthermore, oil prices ~~have~~ rebounded from all-time lows in April 2020 ~~but have not yet reached~~returning to pre-pandemic ~~levels. None of Regions' direct energy credits are leveraged loans~~levels and Regions has no second lien energy exposure. During the first nine months of 2020, Regions has recognized approximately $128 million in energy charge-offs, of which 80% is associated with loans originated prior to 2016 and were unable to restructure after the 2015 downturn. Since first quarter 2015, utilization rates have remained between 40-60%. Hedgehedge positions are ~~adequate~~strong for oil producers and ~~strong for~~ natural gas ~~providers, and approximately 2% of energy loans are currently operating under~~providers.

Full service restaurant lending remains a ~~COVID-19 payment deferral.~~

~~Table 5—Energy Industry Exposure~~

September 30, 2020
Balance Outstanding % Outstanding Utilization Rate Criticized Balances % Criticized
(In millions)
Oilfield services and supply $ 312
17 % 64 % $ 114
37 %
E&P 835
44 % 59 % 381
46 %
Midstream 592
32 % 38 % 135
23 %
Downstream 46
2 % 15 % —
— %
Other 79
4 % 27 % 33
42 %
PPP 14
1 % 100 % —
— %
Total energy $ 1,878
100 % 46 % $ 663
35 %

~~Restaurant~~

~~Quarantining, social distancing, and reduced business travel~~focus as ~~a result~~areas of the ~~COVID-19 pandemic has and will continue~~economy begin to ~~result~~reopen. Regions' exposure in ~~lost demand, much~~restaurant lending identified as high risk continued to decline as outstanding balances decreased $54 million from year-end 2020. The balance of which may not be recoverable. The quick service sector comprises over half of Regions' restaurant portfolio balances outstanding. The $730 million in COVID high-risk balances related to restaurants disclosed in Table 4 above is included across various sectors in Table 6 below, with the casual dining sector under the most stresscriticized loans in the current environment. Quick service restaurants, which focus on fast food service and limited menus, have performed relatively well during the pandemic given digital platforms, drive-through and delivery capabilities. Approximately 20% ofhigh-risk restaurant ~~outstandings are leveraged. Prior~~lending portfolio also decreased as compared to the COVID-19 pandemic, Regions strategically exited some higher risk restaurant relationships at par. Approximately 2% of restaurant, accommodation and lodging portfolio balances are in payment deferrals as of September 30,December 31, 2020. During the ~~first nine~~three months ended March 31 2021, Regions recognized gross restaurant charge-offs of ~~2020, Regions has recognized approximately $33 million in restaurant charge-offs.~~

$3 million.

~~Table 6—Restaurant Industry Exposure~~

September 30, 2020
Balance Outstanding % Outstanding Utilization Rate Criticized Balances % Criticized
(In millions)
Quick service $ 1,278
57 % 82 % $ 166
13 %
Casual dining 447
20 % 89 % 244
55 %
Other 121
5 % 81 % 44
36 %
PPP 407
18 % 100 % —
— %
Total restaurant $ 2,253
100 % 86 % $ 454
20 %

~~Hotel-related~~

Regions' hotel-related portfolio is primarily comprised of 11 REIT customers. These loans are unsecured commercial and industrial loans; however, they are real estate related. The REIT portfolio benefits from low leverage, strong liquidity, and diversity of property holdings. ~~Companies have also taken proactive steps~~Regions' exposure in hotel-related lending identified as high risk increased by $8 million compared to reduce capital expenditures, cut dividends, and reduce overhead to preserve cash. SNCs comprise 57% of Regions' total hotel-related loans. Most of Regions' borrowers for secured hotel loans have requested deferrals. As noted above, approximately 2% of restaurant, accommodation and lodging portfolio balances are in payment deferrals as of September 30, 2020. The consumer services and PPP balances included inDecember 31, 2020, however the ~~table below along with the total restaurants~~ balance ~~in Table 6 above comprise the restaurant, accommodation and lodging balance in Table 3 above.~~

~~Table 7—Hotel-Related Industry Exposure~~

September 30, 2020
Balance Outstanding % Outstanding Utilization Rate Criticized Balances % Criticized
(In millions)
Commercial:
    REITs $ 676
59 % 78 % $ —
— %
    Consumer services 136
12 % 95 % 7
5 %
    PPP 37
4 % 100 % —
— %
Total commercial 849
75 % 7
— %

IRE:
    IRE - mortgage 237
21 % 94 % 222
94 %
    IRE - construction 51
4 % 64 % 51
100 %
Total IRE 288
25 % 273
95 %

Total hotel-related $ 1,137
100 % 83 % $ 280
25 %

~~Retail-related~~

Regions' retail-related industry is primarily comprised of REITs and non-leveraged commercial and industrial sectors. Approximately $425 million of outstanding balances across the REIT and IRE portfolios relate to shopping malls and outlet centers. Portfolio exposure to REITs specializing in enclosed malls consists of a small number of credits. Approximately 34% of mall REIT balances are investment grade with low leverage. The IRE portfolio is widely distributed. The largest tenants typically include "basic needs" anchors. The commercial and industrial retail portfolio is also widely distributed. The largest categories include motor vehicle and parts dealers, building materials, garden equipment and supplies, and non-store retailers. Owner-occupied CRE consists primarily of small strip malls and convenience stores which are largely term loans where a higher utilization rate is expected. Less than one percent of retail-related ~~lending is operating in a deferral~~IRE loans identified as of September 30, 2020. During the first nine months of 2020, Regions has recognized approximately $10 million in retail-related lending charge-offs. The commercial and industrial leveraged and non-leveraged, asset-based lending, PPP and CRE owner-occupied balances totaling $2,977 million in the table below comprise the retail trade commercial industry sector balance in Table 3.high risk decreased significantly.

~~Table 8—Retail-Related Industry Exposure~~

September 30, 2020
Balance Outstanding % Outstanding Utilization Rate Criticized balances Criticized percentage
(In millions)
Commercial:
    REITs $ 1,406
27 % 47 % $ 92
7 %
    Commercial and industrial - leveraged 225
4 % 58 % —
— %
    Commercial and industrial - not leveraged 1,236
24 % 52 % 42
3 %
    Asset-based lending 444
9 % 39 % 202
45 %
    PPP 337
8 % 100 % —
— %
    CRE - owner-occupied 735
14 % 95 % 26
4 %
Total commercial 4,383
86 % 362
8 %

IRE 733
14 % 94 % 182
25 %

Total commercial and IRE retail-related $ 5,116
100 % 58 % $ 544
11 %

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 ~~increased $1.0 billion~~decreased $41 million in comparison to ~~2019~~2020 year-end ~~balances reflecting new fundings and draws on investor real estate construction lines.~~balances.

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 ~~$1.7 billion~~$68 million in comparison to ~~2019~~2020 year-end balances. The increase in residential first mortgage loans was primarily driven by an increase in originations due to continued historically low market interest ~~rates during 2020.~~rates. Approximately ~~$5.4~~$1.5 billion in new loan originations were retained on the balance sheet through the first ~~nine~~three months of ~~2020. In addition, Regions repurchased approximately $340 million delinquent residential mortgage loans from GNMA during the third quarter of 2020.~~2021.

Home Equity Lines

Home equity lines are secured by a first or second mortgage on the borrower's residence and allow customers to borrow against the equity in their homes. Home equity lines decreased by ~~$547~~$253 million in comparison to ~~2019~~2020 year-end balances. Substantially all of this portfolio was originated through Regions’ branch network.

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.

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, 2020.~~March 31, 2021. 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 9—5—Home Equity Lines of Credit - Future Principal Payment Resets


									First Lien	% of Total		Second Lien	% of Total		Total
	First Lien	% of Total		Second Lien	% of Total		Total		(Dollars in millions)
	(Dollars in millions)
2020	58	1.21	%	46	0.97	%	104
2021	84	1.77	%	73	1.54	%	157	2021	109	2.55	%	90	2.10	%	199
2022	94	1.97	%	90	1.90	%	184	2022	81	1.89	%	80	1.86	%	161
2023	125	2.63	%	99	2.09	%	224	2023	113	2.63	%	85	1.98	%	198
2024	174	3.67	%	134	2.81	%	308	2024	156	3.63	%	115	2.69	%	271
2025-2029	1,845	38.82	%	1,607	33.81	%	3,452
2030-2034	197	4.14	%	116	2.45	%	313
2025								2025	158	3.68	%	177	4.13	%	335
2026-2031								2026-2031	1,705	39.78	%	1,340	31.26	%	3,045
2031-2035								2031-2035	47	1.11	%	24	0.56	%	71
Thereafter	6	0.13	%	5	0.09	%	11	Thereafter	2	0.06	%	4	0.09	%	6
Total	2,583	54.34	%	2,170	45.66	%	4,753	Total	2,371	55.33	%	1,915	44.67	%	4,286

Home Equity Loans

Home equity loans are also secured by a first or second mortgage on the borrower's residence, are primarily originated as amortizing loans, and allow customers to borrow against the equity in their homes. Home equity loans decreased by ~~$245~~$82 million in comparison to ~~2019~~2020 year-end balances. Substantially all of this portfolio was originated through Regions’ branch network.

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, home equity lines and home equity loans 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 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.

6856

Table ~~10—~~6—Estimated Current Loan to Value Ranges


	March 31, 2021
	Residential First Mortgage		Home Equity Lines of Credit				Home Equity Loans
			1st Lien		2nd Lien		1st Lien		2nd Lien
	(In millions)
Estimated current LTV:
Above 100%	$	12	$	2	$	1	$	4	$	2
Above 80% - 100%	2,587		25		55		20		10
80% and below	13,784		2,312		1,783		2,393		192
Data not available	260		32		76		6		4
	$	16,643	$	2,371	$	1,915	$	2,423	$	208

September 30, 2020

Residential
First Mortgage
Home Equity Lines of Credit Home Equity Loans
1st Lien 2nd Lien 1st Lien 2nd Lien
(In millions)
Estimated current LTV:
Above 100% $ 26
$ 4
$ 3
$ 8
$ 3
80% - 100% 2,622
52
125
43
13
Below 80% 13,287
2,488
1,958
2,533
224
Data not available 260
39
84
10
5
$ 16,195
$ 2,583
$ 2,170
$ 2,594
$ 245


	December 31, 2019											December 31, 2020
	Residential First Mortgage		Home Equity Lines of Credit				Home Equity Loans					Residential First Mortgage		Home Equity Lines of Credit				Home Equity Loans
			1st Lien		2nd Lien		1st Lien		2nd Lien					1st Lien		2nd Lien		1st Lien		2nd Lien
	(In millions)											(In millions)
Estimated current LTV:											Estimated current LTV:
Above 100%	$	32	$	8	$	18	$	9	$	5	Above 100%	$	20	$	4	$	2	$	5	$	4
80% - 100%	1,745		86		208		39		29
Below 80%	12,438		2,659		2,195		2,731		252
Above 80% - 100%											Above 80% - 100%	2,510		32		82		22		12
80% and below											80% and below	13,790		2,417		1,888		2,452		207
Data not available	270		35		91		14		5		Data not available	255		32		82		7		4
	$	14,485	$	2,788	$	2,512	$	2,793	$	291		$	16,575	$	2,485	$	2,054	$	2,486	$	227

Indirect—Vehicles

Indirect-vehicles lending, which iswas lending initiated through third-party business partners, largely consists of loans made through automotive dealerships. This portfolio ~~class~~ decreased ~~$692~~$166 million from year-end ~~2019. 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~~2020 as Regions has discontinued its indirect auto lending business. ~~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~~remains 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~~ decreased ~~$586~~$169 million from year-end ~~2019~~2020 due to exiting 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 ~~$198~~$102 million from year-end ~~2019~~2020 reflecting lower credit card transaction volume as ~~customers react to the economic environment.~~well as elevated payment rates.

Other Consumer

Other consumer loans primarily include direct consumer loans, overdrafts and other revolving loans. Other consumer loans decreased ~~$187~~$60 million from year-end ~~2019.~~2020.

Regions 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. For more information on credit quality indicators refer to Note 3 "Loans and the Allowance for Credit Losses" .

ALLOWANCE

In preparing financial information, management is required to make significant estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses for the periods shown. The accounting principles followed by Regions and the methods of applying these principles conform with GAAP, regulatory guidance (where applicable), and general banking practices. The allowance is one of the most significant estimates and assumptions to Regions. The allowance consists of two components: the allowance for loan losses and the reserve for unfunded credit commitments. ~~Unfunded credit commitments include items such as letters~~Discussion of ~~credit, financial guarantees and binding unfunded loan commitments.~~

~~On January 1, 2020, Regions adopted CECL, which replaced~~ the ~~incurred loss~~methodology used to calculate the allowance ~~methodology with an expected loss allowance methodology. See~~is included in Note 1 ~~"Basis~~"Summary of ~~Presentation",~~Significant Accounting Policies" and Note ~~3 "Loans and the Allowance~~6 "Allowance for Credit Losses" to the consolidated financial statements in the Annual Report on Form 10-K for the year ended December 31, 2020, as well as related discussion in Management's Discussion and ~~Note 13 "Recent Accounting Pronouncements" for information about CECL adoption, areas of judgment and methodologies used in establishing the allowance.~~Analysis.

The allowance is sensitive to a number of internal factors, such as modifications in the mix and level of loan balances outstanding, portfolio performance and assigned risk ratings. The allowance is also sensitive to external factors such as the general health of the economy, as evidenced by changes in interest rates, GDP, unemployment rates, changes in real estate demand and values, volatility in commodity prices, bankruptcy filings, health pandemics, government stimulus, and the effects of weather and natural disasters such as droughts, floods and hurricanes.

Management considers these variables and all other available information when establishing the final level of the allowance. These variables and others have the ability to result in actual credit losses that differ from the originally estimated amounts.

~~Since the adoption of CECL on January 1,~~The allowance totaled $2.1 billion at March 31, 2021 compared to $2.3 billion at December 31, 2020, ~~Regions has increased the allowance by $1.0 billion from $1.4 billion to $2.4 billion,~~ which represents management's best estimate of expected losses over the life of the loan and credit commitment portfolios. Key drivers of the change in the allowance are presented in Table 117 below. While many of these items overlap regarding impact, they are included in the category most relevant.

Table ~~11—~~7— Allowance Changes


	Three Months Ended
	March 31, 2021		March 31, 2020
	(In millions)
Allowance for credit losses, beginning balance (as adjusted for change in accounting guidance) (1)	$	2,293	$	1,415


Net charge-offs	(83)		(123)
Provision over (less than) net charge-offs:
Economic outlook and adjustments	(130)		223
Changes in portfolio credit quality	(14)		42
Changes in specific reserves	(17)		36
Other portfolio changes (2)	19		72


Total provision over (less than) net charge-offs	(225)		250
Allowance for credit losses, ending balance	$	2,068	$	1,665

Three Months Ended
September 30, 2020 June 30, 2020 March 31, 2020
(In millions)
Allowance for credit losses, beginning balance (as adjusted for change in accounting guidance on January 1, 2020) ⁽¹⁾
$ 2,425
$ 1,665
$ 1,415
Initial allowance on acquired PCD loans —
60
—
Net charge-offs (113 ) (182 ) (123 )
Provision over net charge-offs:
    Economic outlook and adjustments (22 ) 287
223
    Changes in portfolio credit quality/uncertainty 115
382
42
    Changes in specific reserves 52
(10 ) 36
    Portfolio growth (run-off) ⁽²⁾
(32 ) 147
72
    Initial provision impact of non-PCD acquired loans⁽³⁾
—
76
—
Total provision over net charge-offs —
700
250
Allowance for credit losses, ending balance $ 2,425
$ 2,425
$ 1,665

Nine Months Ended September 30, 2020
(In millions)
Allowance for credit losses at January 1 (as adjusted for change in accounting guidance) ⁽¹⁾
$ 1,415
Initial allowance on acquired PCD loans 60
Net charge-offs (418 )
Provision over net charge-offs:
    Economic outlook and adjustments 488
    Changes in portfolio credit quality/uncertainty 539
    Changes in specific reserves 78
    Portfolio growth (run-off) ⁽²⁾
187
    Initial provision impact of non-PCD acquired loans⁽³⁾
76
Total provision over net charge-offs 950
Allowance for credit losses at September 30 $ 2,425

~~_______~~


~~(1)~~			Regions adopted the CECL accounting guidance on January 1, 2020 and recorded the cumulative effect of the change in accounting guidance as a reduction to retained earnings and an increase to deferred tax assets. See Note 1 for additional details.


~~(2)~~			Excludes the impact of PPP loans of $4.6 billion and $4.5 billion as of September 30, 2020 and June 30, 2020, respectively, which are fully backed by the U.S. government and do not have an associated allowance.


~~(3)~~			~~This balance includes $64 million related to the initial allowance for non-PCD loans acquired as part of the Ascentium acquisition. Impact included only for the quarter of acquisition.~~

~~While~~_______

(1)Regions adopted the ~~third~~CECL accounting guidance on January 1, 2020 and recorded the cumulative effect of the change in accounting guidance as a reduction to retained earnings and an increase to deferred tax assets in the first quarter of ~~2020 showed signs~~2020.

(2)This line item includes the net impact of ~~economic improvement, there continues to be uncertainty surrounding the economic environment due to the COVID-19 pandemic. Credit metrics improved during the third quarter,~~portfolio growth, portfolio run-off, pay-downs and ~~deferrals and forbearance balances declined. Additionally, unprecedented stimulus is working its way through the economic system, evidenced~~

~~by higher consumer spend~~changes in the ~~current quarter. While economic growth improved,~~mix of total outstanding loans.. This line item excludes the ~~public health crisis is not resolved~~impact of PPP loans of $4.3 billion as of March 31, 2021, which are fully backed by the U.S. government and continued economic uncertainty remains. While the initial economic stimulus for those on unemployment expired in the third quarter, a temporary stimulus was approved at a slightly reduced rate and, many on unemployment had higher cash flows than when they were employed. Additionally, mortgage LTVs are holding up well and the HPI showed robust appreciation. As the credit risk within Regions' loan portfolio continues to be evaluated for the remainder of 2020, both negative and positive factors of the ever-evolving economic landscape were considered in determining the allowance estimate.have an immaterial associated allowance.

Credit metrics are monitored throughout the quarter in order to understand external macro-views of credit metrics, trends and industry outlooks, as well as Regions' internal specific views of credit metrics and trends. The ~~third~~first quarter of ~~2020~~2021 exhibited ~~some~~continued signs of improvement, ~~from the initial onset of the COVID-19 pandemic,~~ as ~~commercial~~evidenced by a modest improvement in almost all credit metrics. Commercial and investor real estate criticized balances decreased approximately ~~$491~~$44 million, ~~and~~ total net charge-offs decreased ~~$69 million compared to the second quarter. Conversely, classified balances increased $74~~$11 million, and non-performing loans, excluding held for sale, ~~increased $153~~decreased approximately $7 million compared to the ~~second quarter.~~fourth quarter of 2020. Conversely, classified balances increased $144 million compared to the fourth quarter of 2020. Additionally, mortgage LTVs are holding up well and the HPI showed robust appreciation. Regions ~~performed~~continued to perform a bottom-up review of ~~commercial and IRE~~ loan portfolios during the ~~third~~first quarter of 2021, which resulted in fewer sectors considered high-risk compared to the ~~second quarter.~~fourth quarter of 2020. As of ~~September 30, 2020, $6.6~~March 31, 2021, $3.4 billion of commercial and investor real estate loans are in COVID-19 high-risk industry segments, a decline of $1.8 billion from ~~June 30,~~December 31, 2020. These high-risk industries include energy, healthcare, ~~other~~ consumer services and travel, retail, restaurants, ~~travel~~ and ~~leisure, unsecured and investor real estate hotels, unsecured retail and investor real estate retail.~~hotels. Refer to the "Portfolio Characteristics" section for more information about the high-risk industries.

~~Regions purchased Ascentium, an independent equipment financing company on April 1, 2020. The purchase included approximately $1.9 billion in loans~~ As the credit risk within Regions' loan portfolio continues to be evaluated, both negative and ~~leases to small businesses,~~positive factors of ~~which approximately 46%~~the ever-evolving economic landscape were considered ~~to be PCD. Regions considered loan payment status, COVID-19 deferral status,~~in determining the allowance estimate.

As economic activity accelerated and ~~loans in high-risk industries in COVID-19 highly-impacted states in its determination~~additional fiscal and monetary policy moved through the system, the first quarter of ~~PCD. The Ascentium acquisition resulted in $136 million in additional allowance~~2021 showed signs of economic improvement, evidenced by higher consumer spend in the ~~second quarter, of which $76 million was recorded through~~current quarter. While economic growth continued to improve, the ~~provision for credit losses~~public health crisis is not resolved and ~~the remaining $60 million was for acquired PCD loans and did not impact the provision for credit losses. See the "Ascentium Acquisition" section for more information.~~

~~Changes in the macroeconomic environment can be extremely impactful to the allowance estimate under CECL.~~economic uncertainty still remains. Regions' economic forecast utilized in the ~~January 1, 2020 allowance estimate upon adoption of CECL considered a relatively benign economic environment. The forecast utilized in the~~ March 31, ~~2020~~2021 allowance estimate considered ~~a more stressed economic environment due to~~ the ~~onset~~continued improvement of the ~~COVID-19 pandemic based on early stage pandemic information. The~~ economic ~~forecast utilized in~~outlook, the ~~June 30, 2020 allowance estimate included~~economy reopening further ~~deterioration primarily due to higher levels~~and increased distribution of unemployment. The economic forecast utilized in the September 30, 2020 allowance estimate includes normalization of economic activity, albeit at an uneven pace across individual states and industry groups.vaccines. Refer to the Economic Environment in Regions' Banking

Markets within the ~~"Third~~"First Quarter Overview" section for more information. Furthermore, Regions benchmarked its internal forecast with external forecasts and external data available.

~~Risks to~~The table below reflects a range of macroeconomic factors utilized in the ~~economic~~Base forecast ~~included a high degree~~over the two-year R&S forecast period as of ~~uncertainty around how wide~~March 31, 2021. The unemployment rate is the COVID-19 pandemic could spread, how long it could persist, and if any public health changes could trigger another round of shutdowns. In the second quarter of 2020, the economic environment produced unintuitive modeled results due to sensitivity to the unemployment forecasts, specifically the transient spike in unemployment rates. The CECL models are not built or conditioned to reflect the unprecedented levels of stimulus and cannot anticipate (or connect) the new relationships between economic variables and portfolio risks that existed during the second quarter. In the third quarter of 2020, unemployment declined from the second quarter to more normalized, yet elevated, forecasted levels andmost significant macroeconomic factor among the CECL ~~models reacted as directionally expected. The~~models. Unemployment remained normalized ~~yet elevated, trends~~ in the ~~third~~first quarter as noted above.

Table 8— Macroeconomic Factors in the Forecast


	Pre-R&S Period		Base R&S Forecast
			March 31, 2021
	1Q2021		2Q2021		3Q2021		4Q2021		1Q2022		2Q2022		3Q2022		4Q2022		1Q2023
Real GDP, annualized % change	4.90	%	6.80	%	6.30	%	4.90	%	3.90	%	2.70	%	2.60	%	2.40	%	2.30	%
Unemployment rate	6.20	%	5.80	%	5.50	%	5.20	%	4.80	%	4.70	%	4.50	%	4.30	%	4.10	%
HPI, year-over-year % change	10.10	%	10.00	%	8.10	%	5.70	%	3.50	%	3.00	%	3.00	%	3.00	%	3.00	%
S&P 500	3,833		3,858		3,892		3,911		3,951		3,989		4,018		4,056		4,091

All of these factors, along with credit improvement described above, were ~~considered to inform appropriate model adjustments for economic uncertainty. Industry-level stress analyses were also performed on industries most acutely impacted by~~significant drivers of the ~~COVID-19 pandemic. Refer to~~modeled decreases in the ~~"Portfolio Characteristics" section for more information about COVID-19 impacted industries.~~

allowance. While Regions' quantitative allowance methodologies strive to reflect all risk factors, any estimate involves assumptions and uncertainties resulting in some level of imprecision. The qualitative framework has a general imprecision component which is meant to acknowledge that model and forecast errors are inherent in any modeling estimate. The ~~September 30, 2020~~March 31, 2021 general imprecision allowance ~~considered the incremental risk specific~~reflected management's caution with respect to the modeled reductions in the allowance given the uncertainty surrounding the pace of economic ~~uncertainty caused by COVID-19 on commercial and consumer models as well~~recovery as the ~~incremental risk associated with payment deferrals for certain consumer models that are not economically conditioned and as such do not fully consider these impacts.~~

~~The table below reflects a range~~changing status of ~~macroeconomic factors utilized in~~ the Base forecast over the two-year R&S forecast period as of September 30, 2020. The unemployment rate is the most significant macroeconomic factor among the CECL models. Unemployment normalized in the third quarter as noted above and, after reviewing updated factors, the Company determined that a current period adjustment to the Base forecast for unemployment was not required.

Table of the supervisory stress test. The Federal Reserve's economic scenario resulted in estimated losses for Regions of $5.3 billion. Whereas this scenario assumed a different macroeconomic outlook than Regions', it may represent a possible range of potential credit losses assuming a longer-term, widespread pandemic. As a point of clarification, the Federal Reserve's scenario assumes severe deterioration across both business services (commercial and investor real estate) and consumer portfolios, while Regions assumes deterioration mainly in the business services portfolio. Additionally, the Federal Reserve's estimate includes no benefit of government stimulus or benefit from debt payment relief being offered by Regions and other financial institutions. See the "Third Quarter Overview" section for further information regarding the Company's economic outlook.Conte nts

~~Table 12— Macroeconomic Factors in the Forecast~~

Pre-R&S Period Base R&S Forecast
September 30, 2020
3Q2020 4Q2020 1Q2021 2Q2021 3Q2021 4Q2021 1Q2022 2Q2022 3Q2022
Real GDP, annualized % change 25.20 % 8.50 % 1.40 % 1.90 % 2.10 % 2.10 % 2.30 % 2.30 % 1.90 %
Unemployment rate 9.00 % 8.40 % 8.10 % 7.70 % 7.40 % 7.00 % 6.80 % 6.60 % 6.40 %
HPI, year-over-year % change 5.00 % 4.70 % 3.90 % 3.30 % 2.60 % 2.50 % 2.60 % 2.60 % 2.50 %
S&P 500 3,345
3,395
3,407
3,421
3,436
3,453
3,467
3,483
3,497
pandemic unfolds.

Based on the overall analysis performed, management deemed an allowance of ~~$2.4~~$2.1 billion to be appropriate to absorb expected credit losses in the loan and credit commitment portfolios as of ~~September 30, 2020.~~March 31, 2021.

~~In June 2020, the Federal Reserve disclosed their estimated modeled credit losses for Regions as a part~~

Changes in the factors used by management to determine the appropriateness of the allowance or the availability of new information could cause the allowance to be increased or decreased in future periods. In addition, bank regulatory agencies, as part of their examination process, may require changes in the level of allowance based on their judgments and estimates. Volatility in certain credit metrics is to be expected. Additionally, changes in circumstances related to individually large credits, commodity prices, or certain macroeconomic forecast assumptions may result in volatility. The scenarios discussed above, or other scenarios, have the ability to result in actual credit losses that differ, perhaps materially, from the originally estimated amounts. In addition, it is difficult to predict how changes in economic conditions, including changes resulting from various pandemic scenarios, the impact of government stimulus, and other relief programs could affect borrower behavior. This analysis is not intended to estimate changes in the overall allowance, which would also be influenced by the judgment management applies to the modeled loss estimates to reflect uncertainty and imprecision based on then-current circumstances and conditions.

Details regarding the allowance and net charge-offs, including an analysis of activity from the previous year’s totals, are included in Table 139 "Allowance for Credit Losses." As noted above, economic trends such as interest rates, unemployment, volatility in commodity prices and collateral valuations as well as the length and depth of the COVID-19 pandemic and the impact of the CARES Act and other policy accommodations will impact the future levels of net charge-offs and may result in volatility of certain credit metrics during the remainder of ~~2020~~2021 and beyond.

Table ~~of Contents~~

~~Table 13—~~9—Allowance for Credit Losses


	Three Months Ended March 31
	2021		2020
	(Dollars in millions)
Allowance for loan losses at January 1	$	2,167	$	869
Cumulative change in accounting guidance (1)	—		438
Allowance for loan losses, January 1 (as adjusted for change in accounting guidance) (1)	2,167		1,307

Loans charged-off:
Commercial and industrial	45		68
Commercial real estate mortgage—owner-occupied	1		3
Commercial real estate construction—owner-occupied	1		—
Commercial investor real estate mortgage	15		—

Residential first mortgage	1		1
Home equity lines	2		4
Home equity loans	—		1
Indirect—vehicles	2		6
Indirect—other consumer	20		23
Consumer credit card	12		16
Other consumer	15		22
	114		144
Recoveries of loans previously charged-off:
Commercial and industrial	16		5
Commercial real estate mortgage—owner-occupied	—		2
Commercial real estate construction—owner-occupied	—		—
Commercial investor real estate mortgage	—		1

Residential first mortgage	1		1
Home equity lines	3		3
Home equity loans	—		1
Indirect—vehicles	1		2
Indirect—other consumer	1		—
Consumer credit card	3		2
Other consumer	6		4
	31		21
Net charge-offs:
Commercial and industrial	29		63
Commercial real estate mortgage—owner-occupied	1		1
Commercial real estate construction—owner-occupied	1		—
Commercial investor real estate mortgage	15		(1)

Residential first mortgage	—		—
Home equity lines	(1)		1
Home equity loans	—		—
Indirect—vehicles	1		4
Indirect—other consumer	19		23
Consumer credit card	9		14
Other consumer	9		18
	83		123
Provision for (benefit from) loan losses	(108)		376

Allowance for loan losses at March 31	1,976		1,560
Reserve for unfunded credit commitments at beginning of year	126		45
Cumulative change in accounting guidance (1)	—		63
Provision for (benefit from) unfunded credit losses	(34)		(3)
Reserve for unfunded credit commitments at March 31	92		105
Allowance for credit losses at March 31	$	2,068	$	1,665


								Three Months Ended March 31
	Nine Months Ended September 30							2021			2020
	2020			2019				(Dollars in millions)
	(Dollars in millions)
Allowance for loan losses at January 1	$	869		$	840
Cumulative change in accounting guidance ⁽¹⁾	438			—
Allowance for loan losses, January 1 (as adjusted for change in accounting guidance) ⁽¹⁾	1,307			840

Loans charged-off:
Commercial and industrial	291			105
Commercial real estate mortgage—owner-occupied	8			8
Residential first mortgage	3			4
Home equity lines	9			13
Home equity loans	2			4
Indirect—vehicles	16			22
Indirect—other consumer	58			54
Consumer credit card	46			51
Other consumer	54			68
	487			329
Recoveries of loans previously charged-off:
Commercial and industrial	24			19
Commercial real estate mortgage—owner-occupied	4			5
Commercial investor real estate mortgage	1			1
Commercial investor real estate construction	—			1
Residential first mortgage	3			3
Home equity lines	8			9
Home equity loans	2			3
Indirect—vehicles	8			9
Indirect—other consumer	1			—
Consumer credit card	7			7
Other consumer	11			10
	69			67
Net charge-offs:
Commercial and industrial	267			86
Commercial real estate mortgage—owner-occupied	4			3
Commercial investor real estate mortgage	(1		)	(1		)
Commercial investor real estate construction	—			(1		)
Residential first mortgage	—			1
Home equity lines	1			4
Home equity loans	—			1
Indirect—vehicles	8			13
Indirect—other consumer	57			54
Consumer credit card	39			44
Other consumer	43			58
	418			262
Provision for loan losses	1,327			291
Initial allowance on acquired PCD loans	60			—
Allowance for loan losses at September 30	2,276			869
Reserve for unfunded credit commitments at beginning of year	45			51
Cumulative change in accounting guidance ⁽¹⁾	63			—
Provision (credit) for unfunded credit losses	41			(3		)
Reserve for unfunded credit commitments at September 30	149			48
Allowance for credit losses at September 30	$	2,425		$	917
Loans, net of unearned income, outstanding at end of period	$	88,359		$	82,786		Loans, net of unearned income, outstanding at end of period	$	84,755		$	88,098
Average loans, net of unearned income, outstanding for the period	$	88,199		$	83,536		Average loans, net of unearned income, outstanding for the period	$	84,755		$	83,249

Net loan charge-offs as a % of average loans, annualized:							Net loan charge-offs as a % of average loans, annualized:
Commercial and industrial							Commercial and industrial	0.28		%	0.63		%
Commercial real estate mortgage—owner-occupied							Commercial real estate mortgage—owner-occupied	0.09		%	0.07		%
Commercial real estate construction—owner-occupied							Commercial real estate construction—owner-occupied	0.93		%	—		%
Total commercial							Total commercial	0.26		%	0.56		%
Commercial investor real estate mortgage							Commercial investor real estate mortgage	1.11		%	(0.06)		%
Commercial investor real estate construction							Commercial investor real estate construction	—		%	(0.01)		%
Total investor real estate							Total investor real estate	0.82		%	(0.05)		%
Residential first mortgage							Residential first mortgage	—		%	—		%
Home equity—lines of credit							Home equity—lines of credit	(0.06)		%	0.10		%
Home equity—closed-end							Home equity—closed-end	—		%	(0.02)		%
Indirect—vehicles							Indirect—vehicles	0.32		%	0.94		%
Indirect—other consumer							Indirect—other consumer	3.28		%	2.83		%
Consumer credit card							Consumer credit card	3.19		%	4.16		%
Other consumer							Other consumer	4.02		%	5.73		%
Total consumer							Total consumer	0.52		%	0.79		%
Total							Total	0.40		%	0.59		%
Ratios:							Ratios:
Allowance for credit losses at end of period to loans, net of unearned income							Allowance for credit losses at end of period to loans, net of unearned income	2.44		%	1.89		%
Allowance for credit losses at end of period to loans, excluding PPP, net (non-GAAP) (2)							Allowance for credit losses at end of period to loans, excluding PPP, net (non-GAAP) (2)	2.57		%	1.89		%
Allowance for loan losses at end of period to loans, net of unearned income							Allowance for loan losses at end of period to loans, net of unearned income	2.33		%	1.77		%
Allowance for credit losses at end of period to non-performing loans, excluding loans held for sale							Allowance for credit losses at end of period to non-performing loans, excluding loans held for sale	280		%	261		%
Allowance for loan losses at end of period to non-performing loans, excluding loans held for sale							Allowance for loan losses at end of period to non-performing loans, excluding loans held for sale	268		%	244		%

_______

(1)Regions adopted the CECL accounting guidance on January 1, 2020 and recorded the cumulative effect of the change in accounting guidance as a reduction to retained earnings and an increase to deferred tax assets. See Note 1 for additional details.

(2)See Table 19 for calculation.

Nine Months Ended September 30
2020 2019
(Dollars in millions)
Net loan charge-offs as a % of average loans, annualized:
Commercial and industrial 0.78 % 0.29 %
Commercial real estate mortgage—owner-occupied 0.10 % 0.07 %
Total commercial 0.71 % 0.26 %
Commercial investor real estate mortgage (0.03 )% (0.04 )%
Commercial investor real estate construction — % (0.06 )%
Total investor real estate (0.03 )% (0.05 )%
Residential first mortgage — % 0.01 %
Home equity—lines of credit 0.02 % 0.10 %
Home equity—closed-end — % 0.06 %
Indirect—vehicles 0.73 % 0.65 %
Indirect—other consumer 2.49 % 2.76 %
Consumer credit card 4.10 % 4.53 %
Other consumer 5.03 % 6.30 %
Total consumer 0.66 % 0.76 %
Total 0.63 % 0.42 %
Ratios:
Allowance for credit losses at end of period to loans, net of unearned income 2.74 % 1.11 %
Allowance for credit losses at end of period to loans, excluding PPP, net (non-GAAP) ⁽²⁾
2.90 % 1.11 %
Allowance for loan losses at end of period to loans, net of unearned income 2.58 % 1.05 %
Allowance for credit losses at end of period to non-performing loans, excluding loans held for sale 316 % 198 %
Allowance for loan losses at end of period to non-performing loans, excluding loans held for sale 297 % 188 %

~~_______~~


~~(1)~~	Regions adopted the CECL accounting guidance on January 1, 2020 and recorded the cumulative effect of the change in accounting guidance as a reduction to retained earnings and an increase to deferred tax assets. See Note 1 for additional details.


~~(2)~~	~~See Table 23 for calculation.~~

Allocation of the allowance for credit losses by portfolio segment and class is summarized as follows:

Table ~~14—~~10—Allowance Allocation


														March 31, 2021						December 31, 2020
	September 30, 2020						January 1, 2020							Loan Balance		Allowance Allocation		Allowance to Loans % (1)		Loan Balance		Allowance Allocation		Allowance to Loans % (1)
	Loan Balance		Allowance Allocation		Allowance to Loans % ⁽¹⁾		Loan Balance		Allowance Allocation		Allowance to Loans % ⁽¹⁾			(Dollars in millions)
Commercial and industrial	$	45,199	$	1,119	2.48	%	$	39,971	$	443	1.11	%	Commercial and industrial	$	43,241	$	921	2.1	%	$	42,870	$	1,027	2.4	%
Commercial real estate mortgage—owner-occupied	5,451		247		4.53	%	5,537		153		2.76	%	Commercial real estate mortgage—owner-occupied	5,335		206		3.9		5,405		242		4.5
Commercial real estate construction—owner-occupied	305		22		7.16	%	331		14		4.23	%	Commercial real estate construction—owner-occupied	293		22		7.5		300		24		8.0
Total commercial	50,955		1,388		2.72	%	45,839		610		1.33	%	Total commercial	48,869		1,149		2.4		48,575		1,293		2.7
Commercial investor real estate mortgage	5,598		165		2.94	%	4,936		54		1.09	%	Commercial investor real estate mortgage	5,405		134		2.5		5,394		167		3.1
Commercial investor real estate construction	1,984		30		1.53	%	1,621		16		0.99	%	Commercial investor real estate construction	1,817		27		1.5		1,869		30		1.6
Total investor real estate	7,582		195		2.57	%	6,557		70		1.07	%	Total investor real estate	7,222		161		2.2		7,263		197		2.7
Residential first mortgage	16,195		153		0.94	%	14,485		86		0.59	%	Residential first mortgage	16,643		152		0.9		16,575		155		0.9
Home equity lines	4,753		131		2.75	%	5,300		144		2.72	%	Home equity lines	4,286		114		2.7		4,539		122		2.7
Home equity loans	2,839		38		1.34	%	3,084		32		1.04	%	Home equity loans	2,631		38		1.4		2,713		33		1.2
Indirect—vehicles	1,120		26		2.38	%	1,812		26		1.43	%	Indirect—vehicles	768		9		1.1		934		19		2.0
Indirect—other consumer	2,663		258		9.70	%	3,249		267		8.22	%	Indirect—other consumer	2,262		218		9.6		2,431		241		9.9
Consumer credit card	1,189		162		13.59	%	1,387		112		8.07	%	Consumer credit card	1,111		149		13.4		1,213		161		13.3
Other consumer	1,063		74		6.95	%	1,250		68		5.44	%	Other consumer	963		78		8.1		1,023		72		7.0
Total consumer	29,822		842		2.82	%	30,567		735		2.40	%	Total consumer	28,664		758		2.6		29,428		803		2.7
	$	88,359	$	2,425	2.74	%	$	82,963	$	1,415	1.71	%
Total													Total	$	84,755	$	2,068	2.4	%	$	85,266	$	2,293	2.7	%
Less: SBA PPP loans													Less: SBA PPP loans	4,317		3		0.1	%	3,624		1		—
Total, excluding PPP loans (2)													Total, excluding PPP loans (2)	$	80,438	$	2,065	2.6	%	$	81,642	$	2,292	2.8	%

_______

(1)Amounts have been calculated using whole dollar values.

(2)Non-GAAP; see Table 19 for reconciliation.

TROUBLED DEBT RESTRUCTURINGS (TDRs)

TDRs are modified loans in which a concession is provided to a borrower experiencing financial difficulty. As provided initially in the CARES Act passed into law on March 27, 2020 and subsequently extended through the Consolidated Appropriations Act signed into law on December 27, 2020, certain loan modifications related to the COVID-19 pandemic beginning March 1, 2020 through the earlier of 60 days after the end of the pandemic or ~~December 31, 2020~~January 1, 2022 are eligible for relief from TDR classification. Regions elected this provision of ~~the CARES Act;~~both Acts; therefore, modified loans that met the required guidelines for relief are not considered TDRs and are excluded from the disclosures below.

Under Regions' COVID-19 deferral and forbearance programs, customer payments are deferred for a period of time, typically 90 days. During this time, a customer's loan is not considered past due and continues to accrue interest (unless it is a nonperforming loan). As of September 30, 2020, the initial 90-day deferral period had expired for the majority of COVID-19 modified loans. See the "Third Quarter Overview" section for details on deferrals as of September, 30, 2020. Upon expiration of the deferral period, customers may apply for additional relief or resume making payments on their loans. Repayment plans for the deferrals differ depending on the loan type and repayment ability of the borrower. The ~~CARES Act~~TDR relief and short-term nature of most COVID-19 deferrals precluded these modifications from being classified as TDRs as of ~~September 30, 2020.~~March 31, 2021.

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. Insignificant modifications are not considered TDRs. 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 ~~15—~~11—Troubled Debt Restructurings


	March 31, 2021				December 31, 2020
	Loan Balance		Allowance for Credit Losses		Loan Balance		Allowance for Credit Losses
	(In millions)
Accruing:
Commercial	$	77	$	5	$	77	$	6
Investor real estate	12		2		44		1
Residential first mortgage	208		32		188		23
Home equity lines	33		5		35		5
Home equity loans	71		10		78		8

Consumer credit card	1		—		1		—
Other consumer	4		—		4		—
	406		54		427		43
Non-accrual status or 90 days past due and still accruing:
Commercial	125		28		124		18
Investor real estate	—		—		—		—
Residential first mortgage	36		6		42		6
Home equity lines	3		—		2		—
Home equity loans	7		1		7		1


	171		35		175		25
Total TDRs - Loans	$	577	$	89	$	602	$	68

TDRs - Held For Sale	1		—		1		—
Total TDRs	$	578	$	89	$	603	$	68

September 30, 2020 December 31, 2019

Loan
Balance
Allowance for Credit Losses
Loan
Balance
Allowance for Credit Losses
(In millions)
Accruing:
Commercial $ 74
$ 6
$ 106
$ 15
Investor real estate 45
2
32
3
Residential first mortgage 178
25
177
18
Home equity lines 37
5
42
2
Home equity loans 83
9
109
5
Consumer credit card 1
—
1
—
Other consumer 3
—
4
—
421
47
471
43
Non-accrual status or 90 days past due and still accruing:
Commercial 178
22
139
20
Investor real estate —
—
1
—
Residential first mortgage 36
5
40
4
Home equity lines 2
—
2
—
Home equity loans 8
1
6
—
224
28
188
24
Total TDRs - Loans $ 645
$ 75
$ 659
$ 67

TDRs - Held For Sale —
—
1
—
Total TDRs $ 645
$ 75
$ 660
$ 67

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.

Table ~~16—~~12—Analysis of Changes in Commercial and Investor Real Estate TDRs

Nine Months Ended September 30, 2020 Nine Months Ended September 30, 2019
Commercial Investor
Real Estate Commercial Investor
Real Estate
(In millions)
Balance, beginning of period $ 245
$ 33
$ 291
$ 19
Additions 232
35
147
11
Charge-offs (52 ) —
(26 ) —
Other activity, inclusive of payments and removals ⁽¹⁾
(173 ) (23 ) (183 ) 5
Balance, end of period $ 252
$ 45
$ 229
$ 35


	Three Months Ended March 31, 2021				Three Months Ended March 31, 2020
	Commercial		Investor Real Estate		Commercial		Investor Real Estate
	(In millions)
Balance, beginning of period	$	201	$	44	$	245	$	33
Additions	20		5		81		1
Charge-offs	(1)		—		(35)		—

Other activity, inclusive of payments and removals (1)	(18)		(37)		(76)		(19)
Balance, end of period	$	202	$	12	$	215	$	15

~~_________~~________

(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 ~~$18~~$4 million of commercial loans and ~~$12~~$37 million of investor real estate loans refinanced or restructured as new loans and removed from TDR

classification for the ~~nine~~three months ended ~~September 30, 2020.~~March 31, 2021. During the ~~nine~~three months ended ~~September 30, 2019, $4~~March 31, 2020, $11 million of commercial loans and $1$12 million of investor real estate loans were refinanced or restructured as new loans and removed from TDR classification.

NON-PERFORMING ASSETS

Non-performing assets are summarized as follows:

Table ~~17—~~13—Non-Performing Assets


	September 30, 2020			December 31, 2019				March 31, 2021			December 31, 2020
	(Dollars in millions)							(Dollars in millions)
Non-performing loans:							Non-performing loans:
Commercial and industrial	$	459		$	347		Commercial and industrial	$	426		$	418
Commercial real estate mortgage—owner-occupied	85			73			Commercial real estate mortgage—owner-occupied	93			97
Commercial real estate construction—owner-occupied	12			11			Commercial real estate construction—owner-occupied	9			9
Total commercial	556			431			Total commercial	528			524
Commercial investor real estate mortgage	114			2			Commercial investor real estate mortgage	100			114
Commercial investor real estate construction	4			—

Total investor real estate	118			2			Total investor real estate	100			114
Residential first mortgage	36			27			Residential first mortgage	53			53
Home equity lines	47			41			Home equity lines	48			46
Home equity loans	9			6			Home equity loans	9			8
Indirect - vehicles	1			—

Total consumer	93			74			Total consumer	110			107
Total non-performing loans, excluding loans held for sale	767			507			Total non-performing loans, excluding loans held for sale	738			745
Non-performing loans held for sale	5			13			Non-performing loans held for sale	8			6
Total non-performing loans⁽¹⁾	772			520			Total non-performing loans(1)	746			751
Foreclosed properties	26			53			Foreclosed properties	21			25
Non-marketable investments received in foreclosure	—			5

Total non-performing assets⁽¹⁾	$	798		$	578		Total non-performing assets(1)	$	767		$	776
Accruing loans 90 days past due:							Accruing loans 90 days past due:
Commercial and industrial	$	10		$	11		Commercial and industrial	$	8		$	7
Commercial real estate mortgage—owner-occupied	—			1			Commercial real estate mortgage—owner-occupied	1			1

Total commercial	10			12			Total commercial	9			8
Commercial investor real estate mortgage	1			—
Total investor real estate	1			—

Residential first mortgage⁽²⁾	86			70			Residential first mortgage(2)	87			99
Home equity lines	25			32			Home equity lines	19			19
Home equity loans	12			10			Home equity loans	14			13

Indirect—vehicles	5			7			Indirect—vehicles	3			4
Indirect—other consumer	3			3			Indirect—other consumer	4			5
Consumer credit card	13			19			Consumer credit card	14			14
Other consumer	3			5			Other consumer	4			2
Total consumer	147			146			Total consumer	145			156
	$	158		$	158			$	154		$	164

Non-performing loans⁽¹⁾ to loans and non-performing loans held for sale	0.87		%	0.63		%	Non-performing loans(1) to loans and non-performing loans held for sale	0.88		%	0.88		%
Non-performing assets⁽¹⁾ to loans, foreclosed properties, non-marketable investments, and non-performing loans held for sale	0.90		%	0.70		%	Non-performing assets(1) to loans, foreclosed properties, non-marketable investments, and non-performing loans held for sale	0.90		%	0.91		%

_________


~~(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 $47 million at ~~September 30, 2020 and $66 million at December 31, 2019.~~

(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 $51 million at March 31, 2021 and $57 million at December 31, 2020.

Non-performing loans at ~~September 30, 2020~~March 31, 2021 have ~~increased~~decreased compared to year-end levels, primarily driven by ~~downgrades~~a slight decline in ~~retail IRE mortgage, energy and restaurant loans, all of which, have experienced stress due to recent declines in demand brought on by the COVID-19 pandemic.~~

Table of ~~commercial and investor real estate loans that have the potential to migrate to non-accrual status in the next quarter is within the range of $150 million to $250 million.~~Conte nts

commercial investor real estate.

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.

~~At September 30, 2020, Regions estimates that the amount~~64

In order to arrive at the estimated range of potential problem loans for the next quarter, credit personnel forecast certain larger dollar loans that may potentially be downgraded to non-accrual at a future time, depending upon the occurrence of future events. A variety of factors are included in the assessment of potential problem loans, including a borrower’s capacity and willingness to meet 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. For other loans (for example, smaller dollar loans), a trend analysis is also incorporated to determine an estimate of potential future downgrades. In addition, the economic environment and industry trends are evaluated in the establishment of the estimated range of potential problem loans for the next quarter. Current trends will additionally influence the size of the estimated range. Because of the inherent uncertainty in forecasting future events, the estimated range of potential problem loans ultimately represents the estimated aggregate dollar amounts of loans, as opposed to an individual listing of loans.

Many 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 ~~18—~~14— Analysis of Non-Accrual Loans


	Non-Accrual Loans, Excluding Loans Held for Sale Three Months Ended March 31, 2021
	Commercial		Investor Real Estate		Consumer(1)		Total
	(In millions)
Balance at beginning of period	$	524	$	114	$	107	$	745
Additions	134		2		3		139
Net payments/other activity	(64)		—		—		(64)
Return to accrual	(18)		—		—		(18)
Charge-offs on non-accrual loans(2)	(42)		(15)		—		(57)
Transfers to held for sale(3)	(4)		(1)		—		(5)

Transfers to real estate owned	(2)		—		—		(2)

Balance at end of period	$	528	$	100	$	110	$	738

Non-Accrual Loans, Excluding Loans Held for Sale
Nine Months Ended September 30, 2020
Commercial Investor
Real Estate
Consumer⁽¹⁾
Total
(In millions)
Balance at beginning of period $ 431
$ 2
$ 74
$ 507
Additions 661
121
21
803
Net payments/other activity (165 ) (5 ) (2 ) (172 )
Return to accrual (67 ) —
—
(67 )
Charge-offs on non-accrual loans⁽²⁾
(272 ) —
—
(272 )
Transfers to held for sale⁽³⁾
(14 ) —
—
(14 )
Transfers to real estate owned (4 ) —
—
(4 )
Sales (14 ) —
—
(14 )
Balance at end of period $ 556
$ 118
$ 93
$ 767


	Non-Accrual Loans, Excluding Loans Held for Sale Nine Months Ended September 30, 2019													Non-Accrual Loans, Excluding Loans Held for Sale Three Months Ended March 31, 2020
	Commercial			Investor Real Estate			Consumer⁽¹⁾			Total				Commercial		Investor Real Estate		Consumer(1)		Total
	(In millions)													(In millions)
Balance at beginning of period	$	382		$	11		$	103		$	496		Balance at beginning of period	$	431	$	2	$	74	$	507
Additions	310			4			—			314			Additions	258		—		—		258
Net payments/other activity	(153		)	(4		)	(25		)	(182		)	Net payments/other activity	(52)		(1)		(2)		(55)
Return to accrual	(16		)	—			—			(16		)	Return to accrual	(2)		—		—		(2)
Charge-offs on non-accrual loans⁽²⁾	(96		)	(1		)	—			(97		)	Charge-offs on non-accrual loans(2)	(60)		—		—		(60)
Transfers to held for sale⁽³⁾	(29		)	(1		)	—			(30		)	Transfers to held for sale(3)	(3)		—		—		(3)
Transfers to real estate owned	(3		)	—			—			(3		)	Transfers to real estate owned	(2)		—		—		(2)
Sales	(20		)	—			—			(20		)	Sales	(5)		—		—		(5)
Balance at end of period	$	375		$	9		$	78		$	462		Balance at end of period	$	565	$	1	$	72	$	638

________


~~(1)~~	(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 $6 million and $8 million recorded upon transfer for the nine months ended September 30, 2020 and 2019, respectively.~~

(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 $2 million and $1 million recorded upon transfer for the three months ended March 31, 2021 and 2020, respectively.

GOODWILL

Goodwill totaled $5.2 billion at ~~September 30, 2020~~both March 31, 2021 and ~~$4.8 billion at~~ December 31, ~~2019~~2020 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, ~~2019~~2020 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 increase in goodwill from December 31, 2019 was related to the Company's acquisition of Ascentium during the second quarter of 2020.~~

The result of the assessment performed for the ~~third~~first quarter of ~~2020~~2021 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, 2020~~March 31, 2021 interim period. ~~Refer to Note 5 "Goodwill" to the consolidated financial statements for further information.~~

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 and competitive pricing and convenient branch locations for its customers. Regions also serves customers through providing centralized, high-quality banking services and ~~alternative product delivery~~the Company's digital channels ~~such as mobile~~ and ~~internet banking.~~contact center.

The following table summarizes deposits by category:

Table ~~19—~~15—Deposits


						March 31, 2021		December 31, 2020
	September 30, 2020		December 31, 2019
	(In millions)
��					��	(In millions)
Non-interest-bearing demand	$	49,754	$	34,113	Non-interest-bearing demand	$	55,925	$	51,289
Savings	11,159		8,640		Savings	13,500		11,635
Interest-bearing transaction	22,294		20,046		Interest-bearing transaction	24,757		24,484
Money market—domestic	29,387		25,326		Money market—domestic	30,448		29,719
Time deposits	5,840		7,442		Time deposits	4,970		5,341
Customer deposits	118,434		95,567		Customer deposits	129,600		122,468
Corporate treasury time deposits	11		108		Corporate treasury time deposits	2		11
Corporate treasury other deposits	—		1,800
	$	118,445	$	97,475
						$	129,602	$	122,479

Total deposits at ~~September 30, 2020~~March 31, 2021 increased approximately ~~$21.0~~$7.1 billion compared to year-end ~~2019~~2020 levels, ~~due to~~driven by increases in non-interest-bearing demand, savings, interest-bearing transaction and domestic money market categories. These increases were partially offset by ~~decreases~~a decrease in ~~corporate treasury other deposits and~~ customer time deposits. ~~Non-interest-bearing demand deposits continued to increase as customers have been bringing their elevated cash levels back to Regions. Also, businesses~~Increases across all categories are focused on supply chain efficiencies and turnover of receivables which has increased their cash balances and resulting deposits. Savings, interest-bearing transaction and domestic money market categories increased due to customers choosing to keep excess cash from government stimulus and funds from PPP loans in their deposit accounts. Additionally, consumers' spending has declined due to the economic environment and consumers continue to adjust their spending and saving patterns, which has led toprimarily driven by an increase in customer deposit ~~balances.~~balances due to recent government stimulus payments and, to a lesser degree, new account growth. Also contributing to non-interest bearing demand growth is an increase in deposits from business customers who continued to retain excess liquidity. Customer time deposits decreased due to maturities, ~~during the third quarter,~~ and continued lower interest rates ~~during the third quarter~~ resulted in a decrease in the utilization of time deposit accounts. ~~Corporate treasury other deposits decreased as these deposits were used to supplement incremental balance sheet funding at year-end 2019, but were not utilized at the end of the third quarter of 2020.~~

~~SHORT-TERM~~LONG-TERM BORROWINGS

Short-term borrowings, which consist of FHLB advances, were zero at September 30, 2020 as compared to $2.1 billion at December 31, 2019. The levels of these borrowings can fluctuate depending on the Company's funding needs and the sources utilized. FHLBTable 16—Long-Term Borrowings


	March 31, 2021		December 31, 2020
	(In millions)
Regions Financial Corporation (Parent):
3.20% senior notes due February 2021	$	—	$	360

3.80% senior notes due August 2023	997		997
2.25% senior notes due April 2025	745		744
7.75% subordinated notes due September 2024	100		100
6.75% subordinated debentures due November 2025	155		155
7.375% subordinated notes due December 2037	298		298
Valuation adjustments on hedged long-term debt	42		64
	2,337		2,718
Regions Bank:

2.75% senior notes due April 2021	—		190
3 month LIBOR plus 0.38% of floating rate senior notes due April 2021	—		66
6.45% subordinated notes due June 2037	496		496
Ascentium note securitizations	81		97
Other long-term debt	2		2

	579		851
Total consolidated	$	2,916	$	3,569

Long-term borrowings decreased ~~from December 31, 2019~~by approximately $653 million since year-end 2020 due primarily to ~~September 30, 2020 as the increase in deposits reduced the need for funding from the FHLB.~~

~~Short-term secured borrowings, such as securities sold under agreements to repurchase~~redemptions of parent 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.~~bank debt. See the "Liquidity" section for further detail of Regions' borrowing capacity with the ~~FHLB.~~FHLB, which is currently not being utilized.

~~LONG-TERM BORROWINGS~~

Table ~~20—Long-Term Borrowings~~of Conte nts

September 30, 2020 December 31, 2019
(In millions)
Regions Financial Corporation (Parent):
3.20% senior notes due February 2021 $ 359
$ 358
2.75% senior notes due August 2022 998
997
3.80% senior notes due August 2023 997
996
2.25% senior notes due April 2025 746
—
7.75% subordinated notes due September 2024 100
100
6.75% subordinated debentures due November 2025 156
156
7.375% subordinated notes due December 2037 298
298
Valuation adjustments on hedged long-term debt 104
45
3,758
2,950
Regions Bank:
FHLB advances —
2,501
2.75% senior notes due April 2021 190
549
3 month LIBOR plus 0.38% of floating rate senior notes due April 2021 66
350
3.374% senior notes converting to 3 month LIBOR plus 0.50%, callable August 2020, due August 2021 —
499
3 month LIBOR plus 0.50% of floating rate senior notes, callable August 2020, due August 2021 —
499
6.45% subordinated notes due June 2037 496
495
Ascentium note securitizations 406
—
Other long-term debt 3
32
Valuation adjustments on hedged long-term debt —
4
1,161
4,929
Total consolidated $ 4,919
$ 7,879

~~Long-term borrowings decreased by approximately $3.0 billion since year-end 2019, due primarily to the decrease in FHLB advances~~On January 12, 2021, Regions sent notices of ~~$2.5 billion, as well as several other debt transactions. As mentioned above~~redemption, which resulted in the ~~"Short-Term Borrowings" section, the increase in deposits also reduced the need for long-term borrowings from the FHLB. See the "Liquidity" section for further detail~~redemption on January 22, 2021, of ~~Regions' borrowing capacity with the FHLB. In the second quarter of 2020, Regions issued $750 million of~~its 3.20% senior notes due ~~2025. The issuance was more than offset by partial tenders~~February 2021 pursuant to their terms, at an aggregate redemption price equal to the sum of 100% of the principal amount of the notes being redeemed and ~~redemptions executed~~any accrued and unpaid interest to, but excluding, the redemption date.

On February 19, 2021, Regions Bank sent notices of redemption, which resulted in the ~~second~~redemption on March 1, 2021 of its 2.75% senior bank notes due April 1, 2021 and ~~third quarters~~ of ~~2020. In~~its senior floating rate bank notes due April 1, 2021 pursuant to their terms, at an aggregate redemption price equal to the ~~second quarter, Regions executed a partial tender~~sum of 100% of the two Regions Bank Senior Notes due April 2021. In the third quarter, Regions redeemed the two Regions Bank Senior Notes due August 2021 in their entirety. In conjunction with the partial tenders and redemptions of bank notes and early terminations of FHLB advances, Regions incurred related early extinguishment pre-tax charges totaling $8 million for the first nine months of 2020. Lastly, through the Ascentium acquisition, Regions acquired securitized borrowings, which the Company will manage within its broader liability management process and in line with the allowable termsprincipal amount of the ~~contracts.~~

~~Long-term FHLB advances had a weighted-average~~notes being redeemed and any accrued and unpaid interest ~~rate of 1.9 percent at December 31, 2019.~~to, but excluding, the redemption date.

The Ascentium note securitizations have various classes and have a weighted-average interest rate of ~~2.25 percent as of September 30,~~2.12% at both March 31, 2021 and December 31, 2020, with remaining maturities ranging from 3 years to 75 years and a weighted-average of ~~6.0~~3.8 years.

SHAREHOLDERS’ EQUITY

Shareholders’ equity was $17.9 billion at ~~September 30, 2020~~March 31, 2021 as compared to ~~$16.3~~$18.1 billion at December 31, ~~2019.~~2020. During the first ~~nine~~three months of ~~2020,~~2021, net income increased shareholders' equity by ~~$478~~$642 million, cash dividends on common stock reduced shareholders' equity by ~~$447~~$149 million and cash dividends on preferred stock reduced shareholder's equity by ~~$75~~$28 million. ~~The cumulative effect from the adoption of CECL decreased shareholders' equity by $377 million. See Note 1 "Basis of Presentation" for information about the CECL adoption.~~ Changes in accumulated other comprehensive income ~~increased~~decreased shareholders' equity by ~~$1.7 billion,~~$723 million, 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 ~~nine~~three months ended ~~September 30, 2020.~~March 31, 2021. The derivative instruments are hedges designed to protect net interest income in a low short-term interest rate environment, such as the one that currently exists. ~~Lastly, during the second quarter of 2020, the Company issued Series D preferred stock, which increased shareholders' equity by $346 million.~~

See Note 65 "Shareholders' Equity and Accumulated Other Comprehensive Income" ~~and the "Regulatory Capital Requirements"~~ section for additional information.

REGULATORY REQUIREMENTS

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 “Supervision and Regulation” subsection of the “Business” section in the 2020 Annual Report on Form 10-K and the "Regulatory Requirements" section of Management's Discussion and Analysis in the ~~2019~~2020 Annual Report on Form 10-K. Additional discussion is also included in Note 13 "Regulatory Capital Requirements and Restrictions" to the consolidated financial statements in the ~~2019~~2020 Annual Report on Form 10-K.

In the third quarter of 2020, the federal banking agencies finalized a rule related to the impact of CECL on regulatory capital requirements. The rule allows an add-back to regulatory capital for the impacts of CECL for a two-year period. At the end of the two years, the impact is then phased-in over the following three years. The add-back is calculated as the impact of initial adoption, adjusted for 25 percent of subsequent changes in the allowance. At ~~September 30, 2020,~~March 31, 2021, the impact of the addback on CET1 was approximately ~~$611~~$528 million, or approximately 5650 basis points.

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

Table ~~21—~~17—Regulatory Capital Requirements


Transitional Basis Basel III Regulatory Capital Rules	September 30, 2020 Ratio ⁽¹⁾		December 31, 2019 Ratio		Minimum Requirement		To Be Well Capitalized
Basel III common equity Tier 1 capital:
Basel III Regulatory Capital Rules									Basel III Regulatory Capital Rules	March 31, 2021 Ratio (1)		December 31, 2020 Ratio		Minimum Requirement		To Be Well Capitalized
Common equity Tier 1 capital:									Common equity Tier 1 capital:
Regions Financial Corporation	9.32	%	9.68	%	4.50	%	N/A		Regions Financial Corporation	10.31	%	9.84	%	4.50	%	N/A
Regions Bank	11.69		11.58		4.50		6.50	%	Regions Bank	12.59		12.17		4.50		6.50	%
Tier 1 capital:									Tier 1 capital:
Regions Financial Corporation	10.85	%	10.91	%	6.00	%	6.00	%	Regions Financial Corporation	11.87	%	11.39	%	6.00	%	6.00	%
Regions Bank	11.69		11.58		6.00		8.00		Regions Bank	12.59		12.17		6.00		8.00
Total capital:									Total capital:
Regions Financial Corporation	13.03	%	12.68	%	8.00	%	10.00	%	Regions Financial Corporation	14.04	%	13.56	%	8.00	%	10.00	%
Regions Bank	13.41		12.92		8.00		10.00		Regions Bank	14.31		13.89		8.00		10.00
Leverage capital:									Leverage capital:
Regions Financial Corporation	8.53	%	9.65	%	4.00	%	N/A		Regions Financial Corporation	8.89	%	8.71	%	4.00	%	N/A
Regions Bank	9.20		10.24		4.00		5.00	%	Regions Bank	9.44		9.30		4.00		5.00	%

_______

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

In October of 2020, the SCB framework that was finalized in the first quarter of 2020, was implemented. This new framework created a firm-specific risk sensitive buffer that is applied to regulatory minimum capital levels to help determine effective minimum ratio requirements. The SCB is now floored at ~~2.5%~~2.5 percent to ensure effective minimum capital levels do not decline as a result of this rule change. At implementation, the SCB replaced the current Capital Conservation Buffer, which was a static ~~2.5%~~2.5 percent in addition to the minimum risk-weighted asset ratios shown above.

During the third quarter of 2020, and in connection with the results of its supervisory stress test released in June 2020, the Federal Reserve finalized Regions' SCB requirement for the fourth quarter of 2020 through the third quarter of 2021 at 3.0 percent. The 3.0 percent requirement represented the amount of capital degradation under the supervisory severely adverse scenario, inclusive of four quarters of planned common stock dividends. In December 2020, the Federal Reserve disclosed the results of its supervisory stress test associated with the capital plan resubmission. While the Federal Reserve did not recalibrate SCBs as a part of the resubmission for participating banks, Regions’ implied SCB would have been floored at 2.5 percent based on capital degradation in the supervisory severely adverse scenario had the SCB been updated. The decision to update SCB requirements based on the resubmission results was initially deferred to March 31, 2021 and subsequently deferred again to June 30, 2021. As such, the Federal Reserve may decide at any point through June 30, 2021 to update Regions' and other firms' SCB requirement based on the results. Additionally, Regions chose to participate in 2021 CCAR in part to have the Federal Reserve re-evaluate Regions' SCB. The submission was made in April 2021 and the Company expects to receive the results by June 30, 2021, with an effective date October 1, 2021.

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. Regions is a "Category IV" institution under these rules. ~~See the “Supervision and Regulation” subsection of the “Business” section in the 2019 Annual Report on Form 10-K for more information.~~

LIQUIDITY

Regions maintains a robust liquidity management framework designed to effectively manage liquidity risk in accordance with sound risk management principals ~~as well as~~and regulatory ~~requirements as applicable to Regions' Category IV status under the tailoring rules. Regions'~~expectations. The framework establishes sustainable processes and tools to effectively identify, measure, mitigate, monitor, and report liquidity risks beginning with Regions’ Liquidity Management Policy and the Liquidity Risk Appetite Statements approved by the Board. Processes within the liquidity management framework include, but are not limited to, liquidity risk governance, cash management, ~~cash flow forecasting,~~ liquidity stress testing, liquidity risk limits, contingency funding plans, and collateral management. ~~The~~While the framework is designed to ~~simultaneously meet~~comply with liquidity regulations, the ~~expectations of regulations, as well as~~processes are further tailored to be ~~aligned~~commensurate with ~~Regions' business mix and~~Regions’ operating model and ~~their impact to liquidity management.~~risk profile.

See the "Liquidity" section for more information. Also, see the “Supervision and Regulation—Liquidity Regulation” subsection of the “Business” section, the "Risk Factors" section and the "Liquidity" section in the ~~2019~~2020 Annual Report on Form 10-K for additional information.

RATINGS

Table 2218 "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").

Table ~~22—~~18—Credit Ratings

As of March 31, 2021 and December 31, 2020

S&P

Moody’s

Fitch

DBRS

Regions Financial Corporation

Senior unsecured debt

BBB+

Baa2

BBB+

Subordinated debt

BBB

Baa2

BBB

BBBH

Regions Bank

Short-term

A-2

P-1

R-IL

Long-term bank deposits

N/A

A-

Senior unsecured debt

A-

Baa2

BBB+

Subordinated debt

BBB+

Baa2

BBB

Outlook

Stable

_________

N/A - Not applicable.

~~As of September 30, 2020~~

~~S&P~~

~~Moody’s~~

~~Fitch~~

~~DBRS~~

~~Regions Financial Corporation~~

~~Senior unsecured debt~~

~~BBB+~~

~~Baa2~~

~~BBB+~~

~~Subordinated debt~~

~~BBB~~

~~Baa2~~

~~BBB~~

~~BBBH~~

~~Regions Bank~~

~~Short-term~~

~~A-2~~

~~P-1~~

~~R-IL~~

~~Long-term bank deposits~~

~~N/A~~

A-

~~Senior unsecured debt~~

A-

~~Baa2~~

~~BBB+~~

~~Subordinated debt~~

~~BBB+~~

~~Baa2~~

~~BBB~~

~~Outlook~~

~~Stable~~

~~As of December 31, 2019~~

~~S&P~~

~~Moody’s~~

~~Fitch~~

~~DBRS~~

~~Regions Financial Corporation~~

~~Senior unsecured debt~~

~~BBB+~~

~~Baa2~~

~~BBB+~~

~~Subordinated debt~~

~~BBB~~

~~Baa2~~

~~BBB~~

~~BBBH~~

~~Regions Bank~~

~~Short-term~~

~~A-2~~

~~P-1~~

~~R-IL~~

~~Long-term bank deposits~~

~~N/A~~

A-

~~Senior unsecured debt~~

A-

~~Baa2~~

~~BBB+~~

~~Subordinated debt~~

~~BBB+~~

~~Baa2~~

~~BBB~~

~~Outlook~~

~~Stable~~

~~Positive~~

~~Stable~~

~~_________~~

~~N/A - Not applicable.~~

On April 3, 2020, Moody's revised outlooks for Regions Bank and Regions Financial Corporation to stable from positive citing expectations for a contracting economy in 2020 which is expected to have a direct negative impact on U.S. banks' asset quality and profitability.

On April 9, 2020, Fitch revised the outlook for Regions Financial Corporation to stable from positive as part of an overall revision of its U.S. bank sector and rating outlook. Revision to the overall outlook was driven by concerns over the negative financial and economic impacts from the COVID-19 pandemic.

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 2020 Annual Report on Form 10-K ~~for the year ended December 31, 2019~~ 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.

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~~balances of loans”, ~~"ending total loans excluding PPP, net"~~"adjusted ending balances of loans", "ACL to loans excluding PPP, net ratio", "adjusted net interest margin", “adjusted efficiency ratio”, “adjusted fee income ratio”, “return on average tangible common shareholders' equity”, on a consolidated operations basis, and end of period “tangible common shareholders’ equity”, and related ratios. Regions believes that expressing earnings and certain other financial measures excluding these significant items provides a meaningful ~~base~~basis 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

•Metrics for incentive compensation

Average total loans and ending total loans are presented excluding loan balances related to loans originated through the SBA's PPP program, the indirect-other consumer exit portfolio and ~~indirect vehicles~~the indirect-vehicles exit portfolio to arrive at adjusted average total loans (non-GAAP) and adjusted ending total loans (non-GAAP). Regions believes adjusting average and ending total loans provides a meaningful calculation of loan growth rates and presents them on the same basis as that applied by management.

Ending total loans are presented excluding loan balances related to loans originated through the SBA's PPP program. Regions believes the related ACL to loans excluding PPP ratio provides meaningful information about credit loss allowance levels when the SBA's PPP loans, which are fully backed by the U.S. government, are excluded from total ~~loans.~~loans and the related credit loss is excluded from the total allowance for credit losses.

Net interest margin is presented excluding the impact of SBA PPP loans and excess cash, defined as cash exceeding $750 million. Regions believes the adjusted net interest margin (non-GAAP) provides investors with meaningful additional information about Regions' performance when margin associated with the SBA's PPP loans and excess cash are excluded from net interest margin (GAAP).

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 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 shareholders’ 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 ~~CET1,~~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 shareholders’ equity measure. Because tangible common shareholders’ 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 shareholders’ equity, 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 shareholders.

The following tables provide: 1) a reconciliation of average total loans (GAAP) to adjusted average total loans (non-GAAP), 2) a reconciliation of ending total loans (GAAP) to adjusted ending total loans (non-GAAP), 3) a reconciliation of ending total loans excluding PPP loans (non-GAAP), a reconciliation of ACL (GAAP) to ACL excluding PPP loans' ACL (non-GAAP), and a computation of ACL to ending loans excluding PPP loans (non-GAAP), 3)4) a reconciliation of net interest margin (GAAP) to adjusted net interest margin (non-GAAP), 5) a reconciliation of net income (GAAP) to net income available to common shareholders (GAAP), 4)6) a reconciliation of non-interest expense (GAAP) to adjusted non-interest expense (non-GAAP), 5)7) a reconciliation of net interest ~~income/margin,~~income, taxable equivalent basis (GAAP) to adjusted net interest ~~income/margin,~~income, taxable equivalent basis (non-GAAP), 6)8) a reconciliation of non-interest income (GAAP) to adjusted non-interest income (non-GAAP), 9) a computation of adjusted total revenue (non-GAAP), 7)10) a computation of the adjusted efficiency ratio (non-GAAP), 8)11) a computation of the adjusted fee income ratio (non-GAAP), and 9)12) a reconciliation of average and ending shareholders’ equity (GAAP) to average and ending tangible common shareholders’ equity (non-GAAP) and calculations of related ratios (non-GAAP).

Table ~~23—~~19—GAAP to Non-GAAP Reconciliations


	Three Months Ended March 31
	2021		2020
	(Dollars in millions)
ADJUSTED AVERAGE BALANCES OF LOANS
Average total loans (GAAP)	$	84,755	$	83,249



Less: SBA PPP loans	3,798		—
Less: Indirect—other consumer exit portfolio	1,034		1,696
Less: Indirect—vehicles	850		1,679
Adjusted average total loans (non-GAAP)	$	79,073	$	79,874

Three Months Ended September 30 Nine Months Ended September 30
2020 2019 2020 2019
(Dollars in millions)
ADJUSTED AVERAGE BALANCES OF LOANS
Average total loans (GAAP) $ 89,370
$ 82,986
$ 88,199
$ 83,536
Less: SBA PPP Loans 4,558
—
28
—
Less: Indirect-other consumer exit portfolio ⁽¹⁾
1,318
1,906
1,502
1,853
Less: Indirect—vehicles 1,223
2,247
1,447
2,581
Adjusted average total loans (non-GAAP) $ 82,271
$ 78,833
$ 85,222
$ 79,102


	Three Months Ended March 31
	2021		2020
	(Dollars in millions)
ADJUSTED ENDING BALANCES OF LOANS
Ending total loans (GAAP)	84,755		88,098


Less: SBA PPP loans	4,317		—

Less: Indirect—other consumer exit portfolio	971		1,591
Less: Indirect—vehicles	768		1,557


Adjusted ending total loans (non-GAAP)	$	78,699	$	84,950


	March 31, 2021			December 31, 2020
	(Dollars in millions)
ACL/LOANS, EXCLUDING PPP, NET
Ending total loans (GAAP)	$	84,755		$	85,266
Less: SBA PPP loans	4,317			3,624
Ending total loans excluding PPP, net (non-GAAP)	$	80,438		$	81,642
ACL at period end	$	2,068		$	2,293
Less: SBA PPP loans' ACL	3			1
ACL excluding PPP loans' ACL (non-GAAP)	$	2,065		$	2,292
ACL/Loans, excluding PPP, net (non-GAAP)	2.57		%	2.81		%

September 30, 2020 December 31, 2019 September 30, 2019
(Dollars in millions)
ACL/LOANS, EXCLUDING PPP, NET
Ending total loans (GAAP) $ 88,359
$ 82,963
$ 82,786
Less: SBA PPP loans 4,594
—
—
Ending total loans excluding PPP, net (non-GAAP) $ 83,765

$ 82,963

$ 82,786
ACL at period end $ 2,425
$ 914
$ 917
ACL/Loans, excluding PPP, net (non-GAAP) 2.90 % 1.10 % 1.11 %


	Three Months Ended March 31
	2021		2020
ADJUSTED NET INTEREST MARGIN
Net interest margin (GAAP)	3.02	%	3.44	%
Impact of SBA PPP loans (1)	(0.04)	%	NM
Impact of excess cash (2)	0.42	%	NM
Adjusted net interest margin (non-GAAP)	3.40	%	3.44	%

8470


																Three Months Ended March 31
																2021			2020
																(Dollars in millions)
INCOME														INCOME

Net income (GAAP)														Net income (GAAP)		$	642		$	162
Preferred dividends (GAAP)														Preferred dividends (GAAP)		(28)			(23)
Net income available to common shareholders (GAAP)														Net income available to common shareholders (GAAP)	A	$	614		$	139

ADJUSTED EFFICIENCY AND FEE INCOME RATIOS														ADJUSTED EFFICIENCY AND FEE INCOME RATIOS
Non-interest expense (GAAP)														Non-interest expense (GAAP)	B	$	928		$	836
Significant items:														Significant items:
Contribution to Regions' Financial Corporation foundation														Contribution to Regions' Financial Corporation foundation		(2)			—
Branch consolidation, property and equipment charges														Branch consolidation, property and equipment charges		(5)			(11)

Salary and employee benefits—severance charges														Salary and employee benefits—severance charges		(3)			(1)

Adjusted non-interest expense (non-GAAP)														Adjusted non-interest expense (non-GAAP)	C	$	918		$	824
Net interest income (GAAP)														Net interest income (GAAP)	D	$	967		$	928
Taxable-equivalent adjustment														Taxable-equivalent adjustment		11			12
Net interest income, taxable-equivalent basis														Net interest income, taxable-equivalent basis	E	978			940

		Three Months Ended September 30						Nine Months Ended September 30
		2020			2019			2020			2019
		(Dollars in millions)
INCOME
Net income (GAAP)		$	530		$	409		$	478		$	1,193
Preferred dividends (GAAP)		(29		)	(24		)	(75		)	(56		)
Net income available to common shareholders (GAAP)	A	$	501		$	385		$	403		$	1,137
ADJUSTED EFFICIENCY AND FEE INCOME RATIOS
Non-interest expense (GAAP)	B	$	896		$	871		$	2,656		$	2,592
Significant items:
Branch consolidation, property and equipment charges		(3		)	(5		)	(24		)	(13		)
Salary and employee benefits—severance charges		(2		)	(1		)	(5		)	(5		)
Loss on early extinguishment of debt		(2		)	—			(8		)	—
Professional, legal and regulatory expenses		—			—			(7		)	—
Acquisition expenses		—			—			(1		)	—
Adjusted non-interest expense (non-GAAP)	C	$	889		$	865		$	2,611		$	2,574
Net interest income (GAAP)	D	$	988		$	937		$	2,888		$	2,827
Taxable-equivalent adjustment		12			13			37			40
Net interest income, taxable-equivalent basis	E	1,000			950			2,925			2,867
Non-interest income (GAAP)	F	655			558			1,713			1,554			Non-interest income (GAAP)	F	641			485
Significant items:														Significant items:
Securities (gains) losses, net		(3		)	—			(4		)	26			Securities (gains) losses, net		(1)			—
Valuation gain on equity investment⁽²⁾		(44		)	—			(44		)	—
Gains on equity investment														Gains on equity investment		(3)			—
Leveraged lease termination gains		—			(1		)	(2		)	(1		)	Leveraged lease termination gains		—			(2)
Gain on sale of affordable housing residential mortgage loans ⁽³⁾		—			—			—			(8		)

Adjusted non-interest income (non-GAAP)	G	$	608		$	557		$	1,663		$	1,571		Adjusted non-interest income (non-GAAP)	G	$	637		$	483
Total revenue	D+F=H	$	1,643		$	1,495		$	4,601		$	4,381		Total revenue	D+F=H	$	1,608		$	1,413
Adjusted total revenue	D+G=I	$	1,596		$	1,494		$	4,551		$	4,398		Adjusted total revenue	D+G=I	$	1,604		$	1,411
Total revenue, taxable-equivalent basis	E+F=J	$	1,655		$	1,508		$	4,638		$	4,421		Total revenue, taxable-equivalent basis	E+F=J	$	1,619		$	1,425
Adjusted total revenue, taxable-equivalent basis (non-GAAP)	E+G=K	$	1,608		$	1,507		$	4,588		$	4,438		Adjusted total revenue, taxable-equivalent basis (non-GAAP)	E+G=K	$	1,615		$	1,423
Efficiency ratio (GAAP)	B/J	54.13		%	57.75		%	57.27		%	58.63		%
Adjusted efficiency ratio (non-GAAP)	C/K	55.28		%	57.40		%	56.93		%	58.00		%
Fee income ratio (GAAP)	F/J	39.57		%	37.00		%	36.94		%	35.15		%
Adjusted fee income ratio (non-GAAP)	G/K	37.81		%	36.97		%	36.26		%	35.41		%
Efficiency ratio (GAAP)(3)														Efficiency ratio (GAAP)(3)	B/J	57.32		%	58.65		%
Adjusted efficiency ratio (non-GAAP)(3)														Adjusted efficiency ratio (non-GAAP)(3)	C/K	56.85		%	57.89		%
Fee income ratio (GAAP)(3)														Fee income ratio (GAAP)(3)	F/J	39.58		%	34.05		%
Adjusted fee income ratio (non-GAAP)(3)														Adjusted fee income ratio (non-GAAP)(3)	G/K	39.43		%	33.95		%

RETURN ON AVERAGE TANGIBLE COMMON SHAREHOLDERS’ EQUITY														RETURN ON AVERAGE TANGIBLE COMMON SHAREHOLDERS’ EQUITY
Average shareholders’ equity (GAAP)		$	17,759		$	16,621		$	17,203		$	15,918		Average shareholders’ equity (GAAP)		$	18,038		$	16,460
Less: Average intangible assets (GAAP)		5,322			4,949			5,214			4,940			Less: Average intangible assets (GAAP)		5,309			4,947
Average deferred tax liability related to intangibles (GAAP)		(103		)	(93		)	(96		)	(94		)	Average deferred tax liability related to intangibles (GAAP)		(104)			(92)
Average preferred stock (GAAP)		1,656			1,310			1,459			1,097			Average preferred stock (GAAP)		1,656			1,310
Average tangible common shareholders’ equity (non-GAAP)	L	$	10,884		$	10,455		$	10,626		$	9,975		Average tangible common shareholders’ equity (non-GAAP)	L	$	11,177		$	10,295
Return on average tangible common shareholders’ equity (non-GAAP)⁽⁴⁾	A/L	18.32		%	14.62		%	5.07		%	15.24		%	Return on average tangible common shareholders’ equity (non-GAAP)(4)	A/L	22.28		%	5.43		%


		March 31, 2021			December 31, 2020
		(Dollars in millions, except per share data)
TANGIBLE COMMON RATIOS
Ending shareholders’ equity (GAAP)		$	17,862		$	18,111
Less: Ending intangible assets (GAAP)		5,295			5,312
Ending deferred tax liability related to intangibles (GAAP)		(96)			(106)
Ending preferred stock (GAAP)		1,656			1,656
Ending tangible common shareholders’ equity (non-GAAP)	M	$	11,007		$	11,249
Ending total assets (GAAP)		$	153,331		$	147,389
Less: Ending intangible assets (GAAP)		5,295			5,312
Ending deferred tax liability related to intangibles (GAAP)		(96)			(106)
Ending tangible assets (non-GAAP)	N	$	148,132		$	142,183
End of period shares outstanding	O	961			960
Tangible common shareholders’ equity to tangible assets (non-GAAP)(3)	M/N	7.43		%	7.91		%
Tangible common book value per share (non-GAAP)(3)	M/O	$	11.46		$	11.71

September 30, 2020 December 31, 2019
(Dollars in millions, except per share data)
TANGIBLE COMMON RATIOS
Ending shareholders’ equity (GAAP) $ 17,904
$ 16,295
Less: Ending intangible assets (GAAP) 5,316
4,950
  Ending deferred tax liability related to intangibles (GAAP) (105 ) (92 )
  Ending preferred stock (GAAP) 1,656
1,310
Ending tangible common shareholders’ equity (non-GAAP) M $ 11,037
$ 10,127
Ending total assets (GAAP) $ 145,180
$ 126,240
Less: Ending intangible assets (GAAP) 5,316
4,950
  Ending deferred tax liability related to intangibles (GAAP) (105 ) (92 )
Ending tangible assets (non-GAAP) N $ 139,969
$ 121,382
End of period shares outstanding O 960
957
Tangible common shareholders’ equity to tangible assets (non-GAAP) M/N 7.88 % 8.34 %
Tangible common book value per share (non-GAAP) M/O $ 11.49
$ 10.58

________

NM - Not Meaningful

(1) InThe impact of SBA PPP loans was determined using average PPP loan balances and the ~~fourth quarter~~related net interest income of ~~2019, Regions decided not to renew a third party relationship.~~$3.8 billion and $40 million, respectively, as of March 31, 2021.

(2) InThe impact of excess cash was determined using the ~~third quarter~~average cash balance in excess of ~~2020,~~$750 million and the ~~equity investee executed an initial public offering. However, the Company is subject to a conventional post-issuance 180 day lock-up period, which prevents the sale~~related net interest income of ~~its position.~~$15.8 billion and $2 million, respectively, as of March 31, 2021.

(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.~~Amounts have been calculated using whole dollar values.

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

OPERATING RESULTS

NET INTEREST INCOME AND MARGIN

Table ~~24—~~20—Consolidated Average Daily Balances and Yield/Rate Analysis


	Three Months Ended September 30															Three Months Ended March 31
	2020							2019								2021						2020
	Average Balance			Income/ Expense		Yield/ Rate		Average Balance			Income/ Expense		Yield/ Rate			Average Balance		Income/ Expense		Yield/ Rate		Average Balance		Income/ Expense		Yield/ Rate
	(Dollars in millions; yields on taxable-equivalent basis)															(Dollars in millions; yields on taxable-equivalent basis)
Assets															Assets
Earning assets:															Earning assets:

Debt securities ⁽¹⁾	$	24,950		$	140	2.24	%	$	23,909		$	160	2.67	%	Debt securities (1)	$	27,180	$	133	1.96	%	$	23,766	$	158	2.66	%

Loans held for sale	1,147			8		2.89		557			5		3.73		Loans held for sale	1,603		12		3.10		514		5		3.72
Loans, net of unearned income ⁽²⁾⁽³⁾	89,370			915		4.06		82,986			983		4.70		Loans, net of unearned income (2)(3)	84,755		865		4.11		83,249		915		4.40
Other earning assets	11,695			8		0.30		2,087			15		2.82
Interest bearing deposits in other banks															Interest bearing deposits in other banks	16,509		4		0.10		797		2		1.08
Other earning assets(4)															Other earning assets(4)	1,279		10		3.27		1,505		11		3.05

Total earning assets	127,162			1,071		3.35		109,539			1,163		4.21		Total earning assets	131,326		1,024		3.14		109,831		1,091		3.97
Unrealized gains/(losses) on securities available for sale, net ⁽¹⁾	1,143							251							Unrealized gains/(losses) on securities available for sale, net (1)	867						510
Allowance for loan losses	(2,308		)					(857		)					Allowance for loan losses	(2,139)						(1,315)
Cash and due from banks	2,174							1,891							Cash and due from banks	1,931						1,915
Other non-earning assets	14,674							13,839							Other non-earning assets	14,569						13,830
	$	142,845						$	124,663							$	146,554					$	124,771
Liabilities and Shareholders’ Equity															Liabilities and Shareholders’ Equity
Interest-bearing liabilities:															Interest-bearing liabilities:
Savings	$	10,935		4		0.14		$	8,607		4		0.16		Savings	$	12,340	5		0.15		$	8,822	4		0.17
Interest-bearing checking	22,098			4		0.07		18,257			33		0.71		Interest-bearing checking	24,171		2		0.04		19,273		22		0.47
Money market	29,146			8		0.12		24,904			42		0.68		Money market	29,425		3		0.04		25,151		28		0.46
Time deposits	6,150			16		1.08		7,712			31		1.67		Time deposits	5,158		9		0.74		7,302		26		1.44
Other deposits	13			—		1.87		977			6		2.25		Other deposits	4		—		1.81		919		4		1.57
Total interest-bearing deposits ⁽⁴⁾	68,342			32		0.19		60,457			116		0.77
Total interest-bearing deposits (5)															Total interest-bearing deposits (5)	71,098		19		0.11		61,467		84		0.55
Federal funds purchased and securities sold under agreements to repurchase	—			—		—		208			1		2.28		Federal funds purchased and securities sold under agreements to repurchase	—		—		—		151		1		1.39
Other short-term borrowings	—			—		—		2,187			13		2.31		Other short-term borrowings	—		—		—		1,644		7		1.69
Long-term borrowings	5,829			39		2.63		9,340			83		3.47		Long-term borrowings	3,192		27		3.42		8,402		59		2.81
Total interest-bearing liabilities	74,171			71		0.38		72,192			213		1.17		Total interest-bearing liabilities	74,290		46		0.25		71,664		151		0.85
Non-interest-bearing deposits ⁽⁴⁾	48,314			—		—		33,599			—		—
Non-interest-bearing deposits (5)															Non-interest-bearing deposits (5)	51,839		—		—		34,205		—		—
Total funding sources	122,485			71		0.23		105,791			213		0.80		Total funding sources	126,129		46		0.15		105,869		151		0.57
Net interest spread ⁽¹⁾						2.97							3.04		Net interest spread (1)					2.89						3.12
Other liabilities	2,576							2,251							Other liabilities	2,387						2,442
Shareholders’ equity	17,759							16,621							Shareholders’ equity	18,038						16,460
Noncontrolling Interest	25							—
	$	142,845						$	124,663
Net interest income /margin on a taxable-equivalent basis ⁽⁵⁾				$	1,000	3.13	%				$	950	3.44	%
																$	146,554					$	124,771
Net interest income /margin on a taxable-equivalent basis (6)															Net interest income /margin on a taxable-equivalent basis (6)			$	978	3.02	%			$	940	3.44	%

_____

(1)Debt securities are included on an amortized cost basis with yield and net interest margin calculated accordingly.

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

(3)Interest income includes net loan fees of $34 million and $2 million for the three months ended March 31, 2021 and 2020, respectively.

(4)Due to the impact of interest bearing deposits in other banks on the balance sheet in 2021, other earning assets and interest bearing deposits in other banks for prior periods have been revised to reflect the 2021 presentation.

(5)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 0.06% and 0.35% for the three months ended March 31, 2021 and 2020, respectively.

(6)The computation of taxable-equivalent net interest income is based on the statutory federal income tax rate of 21% for both March 31, 2021 and 2020 adjusted for applicable state income taxes net of the related federal tax benefit.

~~(1)~~

~~Debt securities are included on an amortized cost basis with yield, net interest spread, and net interest margin calculated accordingly.~~

~~(2)~~

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

~~(3)~~

~~Interest income includes net loan fees of $21 million and $1 million for the three months ended September 30, 2020 and 2019, 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 0.11% and 0.49% for the three months ended September 30, 2020 and 2019, respectively.

~~(5)~~

The computation of taxable-equivalent net interest income is based on the statutory federal income tax rate of 21% for both September 30, 2020 and 2019 adjusted for applicable state income taxes net of the related federal tax benefit.

Nine Months Ended September 30
2020 2019
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⁾
$ 24,184
$ 446
2.46 % $ 24,423
$ 488
2.66 %
Loans held for sale 824
19
3.12
420
12
3.83
Loans, net of unearned income ⁽²⁾⁽³⁾
88,199
2,741
4.13
83,536
2,983
4.75
Other earning assets 7,195
32
0.60
2,199
55
3.35
Total earning assets 120,402
3,238
3.58
110,578
3,538
4.26
Unrealized gains (losses) on securities available for sale, net ⁽¹⁾
896
(107 )
Allowance for loan losses (1,829 ) (852 )
Cash and due from banks 2,053
1,880

Other non-earning assets 14,316
13,938

$ 135,838
$ 125,437

Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Savings $ 9,973
11
0.15
$ 8,754
11
0.16
Interest-bearing checking 21,046
32
0.20
18,808
99
0.70
Money market 27,395
46
0.22
24,418
131
0.72
Time deposits 6,712
63
1.27
7,662
91
1.62
Other deposits 333
4
1.58
948
17 2.32
Total interest-bearing deposits ⁽⁴⁾
65,459
156
0.32
60,590
349 0.77
Federal funds purchased and securities sold under agreements to repurchase 50
1
1.39
265
4
2.38
Other short-term borrowings 1,064
9
1.13
1,964
37
2.46
Long-term borrowings 7,261
147
2.68
10,640
281
3.49
Total interest-bearing liabilities 73,834
313
0.57
73,459
671 1.22
Non-interest-bearing deposits ⁽⁴⁾
42,323
—
—
33,791
—
—
Total funding sources 116,157
313
0.36
107,250
671 0.83
Net interest spread ⁽¹⁾
3.01
3.04
Other liabilities 2,470
2,265

Shareholders’ equity 17,203
15,918

Noncontrolling Interest 8
4

$ 135,838
$ 125,437

Net interest income and other financing income/margin on a taxable-equivalent basis ⁽¹⁾⁽⁵⁾
$ 2,925
3.24 % $ 2,867
3.47 %

~~_____~~

~~(1)~~

~~Debt securities are included on an amortized cost basis with yield, net interest spread, and net interest margin calculated accordingly.~~

~~(2)~~

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

~~(3)~~

~~Interest income includes net loan fees of $26 million and $4 million for the nine months ended September 30, 2020 and 2019, 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 0.19% and 0.49% for the nine months ended September 30, 2020 and 2019, respectively.

~~(5)~~

The increase in net interest income for the ~~third~~first quarter ~~2020~~2021 compared to the same period in ~~2019~~2020 was driven by declines in deposit costs, combined with decreases in outstanding borrowings and FHLB advances as a part of Regions' active cash management strategy. The decline in interest expense was partially offset by a decline in interest income on loans which was aided in the first quarter of 2021 by increases in loan balances and fee income attributable to PPP lending, the Company's April

Table ~~25 by approximately -$8 million and +$2 million in the gradual +100 basis point and the gradual~~of Conte nts

2020 ~~equipment finance company~~ acquisition of Ascentium Capital LLC, and increased production of residential first mortgage loans, a decrease in deposit costs, and decreases in short and long-term borrowings through the redemption of Bank senior notes and paydowns of FHLB advances. Net interest income also benefitted from the execution ofloans. Additionally, the Company's hedging strategy became active in the first quarter of 2020, with benefits expanding as more notional became active throughout 2020, which also contributed to the increase in net interest ~~rate hedging strategy.~~income. The hedges ~~are designed to protect net interest income in a low short-term interest rate environment, such as the one that currently exists, and~~ had a positive impact of approximately ~~$163~~$102 million for the first ~~nine months~~

~~Table~~quarter of ~~Contents~~

~~of 2020, of which $94~~2021 compared to $9 million ~~was realized~~ in the ~~three months ended September 30, 2020. The hedging strategy produced no benefits before~~first quarter of 2020.

The ~~declines~~decline in net interest margin for the ~~third~~first quarter ~~2020 and the first nine months of 2020,~~2021, compared to the same ~~periods~~period in ~~2019, were~~2020, was primarily driven by elevated liquidity as indicated by higher cash ~~levels,~~balances, increases in loan balances due to PPP lending and loan production at lower market interest rates. Additionally, net interest margin was negatively impacted by the repricing of fixed rate loan portfolios and the securities portfolio at lower market interest rates. Excluding the impact of PPP lending and excess cash, which Regions considers to be balances in excess of $750 million, adjusted net interest margin (non-GAAP) for the first quarter 2021 compared to the same period in 2020 declined modestly to 3.40%. See Table 19 "GAAP to Non-GAAP Reconciliations" for a reconciliation of adjusted net interest margin.

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 in various interest rate scenarios compared to a base case scenario. Net interest 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 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 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 focuses on a falling rate shock scenario where all rates fall to levels consistent with ~~most yield curve tenors floored near zero and a reduction in mortgage indices based on~~ historical ~~minimums as explained in the following section.~~minimums. 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, 2020,~~March 31, 2021, Regions was ~~modestly~~ asset sensitive to both gradual and instantaneous parallel yield curve shifts as compared to the base case for the 12-month measurement horizon ending ~~September 2021.~~ March 2022.

The ~~third~~first quarter of 2021 continued the trend of strong ~~balance sheet~~ growth in low-cost deposits and cash balances held with the Federal Reserve. ~~These trends increase reported asset~~Retention of these balance sheet liquidity inflows is uncertain and much of the recent deposit growth is expected to be more rate sensitive under a rising rate scenario. Therefore, additional sensitivity ~~levels~~analysis focused on pandemic-related "surge" deposit pricing behavior and retention is outlined in ~~the near-term; however, this is offset somewhat by the addition of approximately $3 billion of fixed-rate investment securities (Agency MBS and Agency CMBS) within the quarter.~~Table 21.

The estimated exposure associated with the rising and falling rate scenarios in the table below reflects the combined impacts of movements in short-term and long-term interest rates. ~~The decline~~Net interest income sensitivity to short-term rates is approximately neutral when excluding pandemic-related deposit increases. An increase or reduction in short-term interest rates (such as the Fed Funds rate, the rate of Interest on Excess Reserves and ~~1 month~~1-month LIBOR) will ~~lead to a reduction of~~drive the yield on assets and liabilities contractually tied to such ~~rates.~~rates higher or lower. Under that environment, it is expected that ~~declines~~changes in funding costs and ~~increases in~~ balance sheet hedging income will completely offset the ~~decline~~change in asset yields. ~~Therefore,~~Importantly, the potential to retain "surge" deposits with lower than expected repricing behavior represents an opportunity for further net interest income ~~sensitivity to short-term rates is approximately neutral.~~ growth.

Net interest income remains exposed to longer yield curve tenors. ~~A reduction~~While this was a headwind to net interest income during the pandemic, it also represents a tailwind to net interest income growth as the yield curve steepens. An increase in intermediate and long-term interest rates (such as intermediate to longer-term U.S. Treasuries, swap and mortgage rates) will drive yields ~~lower~~higher on certain fixed rate, newly originated or renewed loans, ~~reduce~~increase prospective yields on certain investment portfolio purchases, and ~~increase~~reduce amortization of premium expense on existing securities in the investment portfolio.

The ~~table below summarizes Regions' positioning~~opposite is true in ~~various parallel yield curve shifts (i.e., including all yield curve tenors). The scenarios are inclusive of all~~an environment where intermediate and long-term interest rate risk hedging activities. Forward starting hedges that have been transacted are contemplated to the extent they start within the measurement horizon. More information regarding forward starting hedges is disclosed in Table 26 and its accompanying description.

rates fall.

Table of ~~Contents~~Conte

~~Table 25—Interest Rate Sensitivity~~nts



	~~Estimated Annual Change~~ ~~in Net Interest Income~~ ~~September 30, 2020~~⁽¹⁾⁽²⁾
	~~(In millions)~~
~~Gradual Change in Interest Rates~~
~~+ 200 basis points~~		~~$249~~
~~+ 100 basis points~~	~~144~~
~~- 100 basis points (floored)~~⁽³⁾	~~(79~~		)

~~Instantaneous Change in Interest Rates~~
~~+ 200 basis points~~		~~$286~~
~~+ 100 basis points~~	~~184~~
~~- 100 basis points (floored)~~⁽³⁾	~~(100~~		)

~~_________~~


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


~~(2)~~	Forward starting cash flow hedges already transacted will reduce sensitivity levels into 1Q 2021 as they continue to move into the measurement horizon. See Table 27 for additional information regarding hedge start dates.


~~(3)~~	The -100 basis point (floored) scenario represents a 12 month average rate shock of -16 basis points and -80 basis points to approximately zero for 1 month LIBOR and the 10 year U.S. Treasury yield, respectively. Mortgage yield shocks are floored at their historical minimums minus 35 basis points.

As market interest rates increased in recent years, Regions had 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, equated to the lesser of the shock scenario amount, or a rate 35 basis points lower than the historical all-time minimum. Recent market volatility and new historic lows established for longer yield curve tenors have resulted in a shock scenario where the majority of rates now fall to approximately zero. Mortgage rates, which have retained somewhat elevated levels, are still being shocked in the manner previously described. Further, the scenarios presented do not allow for negative rates. The falling rate scenarios in Table 25 above quantify the expected impact for both gradual and instantaneous shocks under this environment.

~~As discussed above, the~~ interest rate sensitivity analysis presented below in Table 2521 is informed by a variety of assumptions and estimates regarding the progression 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 which affect the estimates for net interest 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 and industry liquidity, 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 ~~loan growth and deposit normalization reflecting~~ management's best ~~estimate.~~ estimate for balance sheet growth in the coming 12 months. However, the behavior of pandemic-related "surge" deposits under a rising rate scenario is uncertain. Therefore, Table 21 includes two balance sheet scenarios to help inform a potential range of outcomes. The first is an opportunity scenario, and assumes that these deposits behave more like stable, legacy balances, which is consistent with historical disclosures. The second is a reduction scenario that assumes that these depositors will be more sensitive to rate, requiring a higher interest rate in order to hold their balances with the bank. For this scenario, "surge" deposits are assumed to be all balance growth on legacy accounts from February 2020 to March 2021, or roughly $27.5 billion. These deposits, including non-interest bearing, are attributed with a 75% repricing beta in rising rate scenarios.

The behavior of ~~deposits~~deposit pricing 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 environment.~~cycles. In the base case scenario and falling rate scenarios in Table ~~25,~~21, interest-bearing deposit rates move into the single digits. The deposit beta model is dynamic across both interest rate level and time. Currently, the Scenario One gradual +100 basis point shock outlined in the table below includes an approximate 20% to 25% interest-bearing deposit beta for legacy deposits. Again, the "surge" deposit interest-bearing deposit beta is bookended in each scenario,assuming legacy betas and a 75% beta, respectively. Deposit pricing outperformance or underperformance of 5% in that scenario would increase or decrease net interest income by approximately $28 million, respectively.

In rising rate scenarios only, management assumes that the mix of legacy deposits will change versus the base case ~~balance sheet 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. The magnitude of the shift is rate dependent and equates to approximately $3$3.0 billion over 12 months in the gradual +100 basis point scenario in Table ~~25. Since~~21.

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 hedging activities. More information regarding hedges is disclosed in Table 22 and its accompanying description. Importantly, outstanding receive-fixed cash flow hedges begin to mature in late 2022. While those maturities are outside of the ~~end~~12-month horizon of ~~2019,~~the analysis outlined in Table 21, the hedge maturity profile will begin to add asset sensitivity at a time when markets currently expect the FOMC to begin to increase short-term interest rates. Regions ~~has seen sizable~~expects to maintain a persistent amount of hedges through time to support a consistent, sustainable earnings profile and will adjust outstanding derivatives depending on changing market dynamics and the balance sheet mix.

Table 21—Interest Rate Sensitivity


	Scenario One: Estimated Annual Change in Net Interest Income March 31, 2021(1)(2)(3)	Scenario Two: Estimated Annual Change in Net Interest Income March 31, 2021 (1)(2)(4)
	(In millions)
Gradual Change in Interest Rates
+ 200 basis points	$423	$123
+ 100 basis points	231	80
- 100 basis points (floored)(5)	(67)	(67)


Instantaneous Change in Interest Rates
+ 200 basis points	$544	$173
+ 100 basis points	313	127
- 100 basis points (floored)(5)	(88)	(88)

_________

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

(2)All cash flow hedges are fully reflected within the measurement horizon (See Table 23 for additional information regarding hedge maturity dates).

(3)Scenario assumes all deposits (including "surge" deposits) perform consistently with historical experiences.

(4)Scenario accounts for uncertainty in "surge" deposit balances. Assumes a 75% beta on "surge" balances, calculated as legacy deposit growth ~~which has contributed to its higher interest rate risk sensitivity year-to-date. The Company estimates that every $1~~experienced since February 2020 ($27.5 billion ~~decline in total deposit balances would reduce NII sensitivity in~~ as of March 2021).

(5)The -100 basis point (floored) scenario represents a 12-month average rate shock where all rates are floored at historical lows observed during the pandemic.

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, equated to the lesser of the shock scenario amount, or a rate equal to the historical all-time minimum. Further, the scenarios ~~respectively. While estimates should be used as a guide, differences may result driven by~~presented do not allow for negative rates. The falling rate scenarios in Table 21 above quantify the ~~pace of rate changes,~~expected impact for both gradual and ~~other market competitive factors.~~instantaneous shocks under this environment.

Interest rate movements may also have an impact on the value of Regions’ securities portfolio, which can directly impact the carrying value of shareholders’ 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 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 ~~26—~~22—Hedging Derivatives by Interest Rate Risk Management Strategy


	September 30, 2020										March 31, 2021
			Weighted-Average										Weighted-Average
	Notional Amount		Maturity (Years)	Receive Rate⁽¹⁾		Pay Rate⁽¹⁾		Strike Price⁽¹⁾			Notional Amount		Maturity (Years)	Receive Rate(1)		Pay Rate(1)		Strike Price(1)
	(Dollars in millions)										(Dollars in millions)
Derivatives in fair value hedging relationships:										Derivatives in fair value hedging relationships:
Receive fixed/pay variable swaps	$	3,100	2.6	1.7	%	0.2	%	—	%	Receive fixed/pay variable swaps	$	1,750	3.0	1.7	%	0.1	%	—	%

Derivatives in cash flow hedging relationships:										Derivatives in cash flow hedging relationships:
Receive fixed/pay variable swaps	16,000		4.5	1.9		0.2		—		Receive fixed/pay variable swaps	18,000		3.7	1.6		0.1		—
Interest rate floors	5,750		4.0	—		—		2.1		Interest rate floors	3,750		3.4	—		—		2.2
Total derivatives designated as hedging instruments	$	24,850	4.2	1.9	%	0.2	%	2.1	%	Total derivatives designated as hedging instruments	$	23,500	3.6	1.6	%	0.1	%	2.2	%

_________


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

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

As of March 31, 2021, the entire $21.8 billion notional of the cash flow hedging relationships designated in Table 2622 above ~~are forward starting as of September 30, 2020, including $1.0 billion notional of the outstanding~~were active. Total cash flow hedges have a current weighted average maturity of approximately 3.6 years. During the first quarter of 2021, Regions shortened a portion of its future hedge exposure to balance its future interest rate risk needs with the evolving macro-economic environment. Notional of $2.3 billion swaps maturing in August of 2023 were terminated and ~~$250 million notional of the outstanding cash flow floors. Forward starting~~replaced shorter maturity swaps. An additional $2.25 billion swaps and floors ~~have maturities~~were terminated and replaced with shorter maturity swaps. The net impact was a reduction of ~~approximately five years from their respective start dates,~~$2 billion of floors, mostly maturing in January 2025, and ~~further information regarding~~an addition of $2

Table of ~~the LIBOR Transition Program include facilitating~~Conte nts

billion of swaps, mostly maturing in December 2022. Subsequent to March 31, 2021, through May 3, 2021, Regions terminated $1.750 billion of swaps maturing in 2025, which were replaced with shorter maturity swaps.

Importantly, the ~~timeline for start dates has been disclosed in Table 27. During the third quarter, Regions~~gain on unwound ~~$1 billion notional of~~hedges is deferred and amortized into net interest ~~rate floors at a gain, which will be amortized throughout~~income over the life of the original ~~instrument, or approximately five years. This action was performed~~hedge, creating no change in the expected net interest income profile under market forward interest rates. These changes and the resulting hedge maturity profile allow for an increasing asset sensitive balance sheet position at a time when the FOMC seems more likely to ~~partially offset the asset duration increases provided by the $3 billion securities portfolio additions within the quarter.~~move short-term rates higher.

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

Table ~~of Contents~~

~~Table 27—~~23—Schedule of Notional for Cash Flow Hedging Derivatives


	Notional Amount															Notional Amount
	Years Ended															Years Ended
	2020⁽¹⁾⁽²⁾		2021⁽¹⁾⁽²⁾		2022		2023		2024		2025		2026			2021(1)		2022(1)		2023		2024		2025		2026
	(In millions)															(In millions)
Receive fixed/pay variable swaps	$	15,250	$	16,000	$	16,000	$	13,700	$	12,700	$	3,750	$	1,250	Receive fixed/pay variable swaps	$	18,000	$	16,250	$	13,450	$	12,450	$	3,750	$	1,250

Interest rate floors	5,500		5,750		5,750		5,750		3,000		250		—		Interest rate floors	3,750		3,750		3,750		1,250		250		—
Cash flow hedges	$	20,750	$	21,750	$	21,750	$	19,450	$	15,700	$	4,000	$	1,250	Cash flow hedges	$	21,750	$	20,000	$	17,200	$	13,700	$	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 sensitivity levels as disclosed in Table 25.~~

~~(2)~~

As of September 30, 2020, $15.0 billion of the $16.0 billion notional of the cash flow swaps and $5.50 billion of the $5.75 billion notional of the interest rate floors are active. During the fourth quarter of 2020, $250 million notional of interest rate swaps become active. The remaining $750 million notional of interest rate swaps and $250 million notional of interest rate floors become active in the first quarter of 2021.

(1)All cash flow hedges active within the 12-month measurement horizon are included in the income sensitivity levels as disclosed in Table 21.

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 hedging 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, ~~2019~~2020 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 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 98 "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 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,~~TRANSITION

On March 5, 2021, the ~~Financial Conduct Authority, which regulates LIBOR,~~FCA 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.~~available for use after December 31, 2021. Further, existing contracts referencing 1-week or 2-month USD LIBOR settings must be remediated no later than December 31. 2021. Existing contracts referencing all other USD LIBOR settings must be remediated no later than June 30, 2023. Regions holds instruments that may be impacted by the ~~likely~~ discontinuance of LIBOR, including loans, investments, derivative products, floating-rate obligations, and other financial instruments that use LIBOR as a benchmark rate. However, Regions' LIBOR exposure is primarily in settings other than 1-week or 2-month USD LIBOR. The Company has established a LIBOR Transition Program, which includes dedicated leadership and staff, with all relevant business lines and support groups engaged. As part of this program, the Company continues to identify, assess, and monitor risks associated with the discontinuation ~~unavailability, or non-representativeness~~ of LIBOR. Regions is also coordinating with regulatory agencies and industry groups to identify appropriate alternative rates for contracts expiring after 2021, and preparing for this transition as it relates to both new and existing exposures. Significant uncertainty remains; however, stepsSteps to mitigate risks associated with the transition are being overseen by Regions’ Executive LIBOR Steering Committee. ~~Continuing activities~~Regions is

following industry efforts to develop alternative reference rates and is operationally ready to offer new benchmarks as they are adopted by regulatory agencies and industry groups.

Regions has taken proactive steps to facilitate the transition on behalf of customers, which include:

•The adoption and ongoing implementation of fallback provisions that provide for the determination of replacement rates for LIBOR-linked financial products.

•The adoption of new products linked to alternative reference rates, such as adjustable-rate mortgages, consistent with guidance provided by the US regulators, ARRC, and GSEs.

Regions continues to evaluate its financial and operational infrastructure in its effort to transition all financial and strategic processes, systems, and ~~models; performing assessments of the transition’s impact~~models to ~~contracts~~reference rates other than LIBOR. Regions has also implemented processes to educate all client-facing associates and ~~products; evaluating necessary operational and infrastructure enhancements to implement alternative benchmark rates; and coordinating~~coordinate communications with ~~customers.~~ customers regarding the transition.

As of March 31, 2021, Regions had approximately $33.3 billion of total outstanding commercial and investor real estate loans and $1.2 billion of total consumer loans that reference LIBOR. Regions also has securities within its investment portfolio of $475 million that reference LIBOR. Furthermore, Regions' Series B and C preferred stock reference LIBOR when their dividend rate begins to float after 2023 and had total carrying values of $433 million and $490 million, respectively, as of March 31, 2021.

In the third quarter of 2020, Regions adopted temporary accounting relief for affected transactions that reference LIBOR. See Note ~~13 “Recent~~1 “Summary of Significant Accounting ~~Pronouncements” to~~Policies” in Regions’ Annual Report on Form 10-K for the ~~consolidated financial statements~~year ended December 31, 2020 for details.

~~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 . 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 forecasting and interest rate risk management.

LIQUIDITY

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. Regions maintains strong liquidity levels that position the Company to respond to stressed environments. As discussed below, Regions has a variety of liquidity sources, which it continues to utilize to fund customer needs.

On March 27, 2020, the CARES Act was signed into law as a response to the economic uncertainty amid the COVID-19 pandemic. A focus of the Act is the establishment of federally guaranteed loans for small businesses under the PPP. Regions, a certified SBA lender, has and will continue to assist its customers through the process of utilizing this program. As a lending institution in this program, additional liquidity is available to the Company through the Federal Reserve's Paycheck Protection Program Liquidity Facility. As of September 30, 2020, Regions has not used the Paycheck Protection Program Liquidity Facility.

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

~~Assets, consisting principally of loans and securities, are funded by customer deposits, borrowed funds and shareholders’ 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 in normal and stressed conditions. As discussed below, Regions has a variety of liquidity sources, which it may utilize to fund customer needs. Having and using various sources of liquidity to satisfy the Company’s funding requirements is important.

~~In order~~Regions intends to ~~ensure an appropriate level~~fund its obligations primarily through cash generated from normal operations. Assets, consisting principally of ~~liquidity is maintained, Regions performs specific procedures including scenario analyses~~loans and ~~stress testing at the bank, holding company,~~securities, are funded by customer deposits, borrowed funds 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, 2020. Compliance with the holding company cash requirements is reported to the Risk Committee of the Board on a quarterly basis.shareholders’ equity. Regions also has ~~minimum liquidity requirements~~obligations related to potential litigation contingencies. See Note 11 "Commitments, Contingencies and Guarantees" to the consolidated financial statements for additional discussion of the ~~Bank and subsidiaries. These minimum requirements are informed by internal stress testing measures which are reflective of Regions' portfolio and business mix. The Bank's~~Company’s funding and contingency planning does not currently assume 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.requirements.

The securities portfolio is one of Regions’ primary sources of liquidity. Proceeds from maturities and principal and interest payments of securities provide a ~~constant~~continual 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 assume reliance on short-term unsecured sources of 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, 2020,~~March 31, 2021, Regions had approximately ~~$11.4~~$23.0 billion in cash on deposit with the FRB, an increase from approximately ~~$2.5~~$16.4 billion at December 31, ~~2019, due~~2020, which has continued to ~~the significant increase in~~be impacted by deposits associated with government programs offered in relation to COVID-19. Refer to the "Cash and Cash Equivalents" section for more information.

Regions’ borrowing availability with the FRB as of ~~September 30, 2020,~~March 31, 2021, based on assets pledged as collateral on that date, was ~~$13.7~~$13.3 billion.

Regions’ financing arrangement with the FHLB adds additional flexibility in managing the Company's liquidity position. As of ~~September 30, 2020,~~March 31, 2021, Regions had no FHLB borrowings and its total borrowing capacity from the FHLB totaled approximately ~~$16.8~~$15.4 billion. FHLB borrowing capacity is contingent on the amount of collateral pledged to the FHLB. Regions Bank ~~pledged~~pledges certain ~~eligible~~ securities and loans as collateral, ~~for the outstanding~~which comprise its FHLB ~~advances.~~borrowing capacity. Additionally, investment in FHLB stock is required based on membership and in relation to the level of outstanding borrowings. 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 12 "Borrowings" to the consolidated financial statements in the ~~2019~~2020 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.

Regions performs specific procedures, including scenario analyses and stress testing to maintain appropriate levels of available liquidity and to provide for liquidity risks. 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 $1.3 billion at March 31, 2021. Overall liquidity 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.

On March 27, 2020, the CARES Act was signed into law as a response to the economic uncertainty amid the COVID-19 pandemic. A focus of the Act is the establishment of federally guaranteed loans for small businesses under the PPP. Regions, a certified SBA lender, has and will continue to assist its customers through the process of utilizing this program. As a lending institution in this program, additional liquidity is available to the Company through the Federal Reserve's Paycheck Protection Program Liquidity Facility. As of March 31, 2021, Regions has not used the Paycheck Protection Program Liquidity Facility.

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 various processes to manage credit risk as described below. In order to assess the risk profile of the loan portfolio, Regions considers risk factors within the loan portfolio segments and classes, the current U.S. economic environment and that of its primary banking markets, as well as counterparty risk. See the “Portfolio Characteristics” section of the Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020 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, which have ~~generally~~ increased in recent years. This trend is expected to continue for a number of reasons, including ~~the proliferation of new technologies, increase~~increases in technology-based products and services used by us and our customers, the growing use of mobile, ~~devices~~cloud, and ~~cloud~~other emerging 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.

As a result of the COVID-19 pandemic, Regions has experienced a modest increase in cyber events, such as phishing attacks and malicious traffic from outside the United States. However, the Company's layered control environment has effectively detected and prevented any material impact related to these events.

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 internal and third-party 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 annually reviews the information security program and, 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 event 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 being 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~~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. Refer to the "Information Security Risk" section in Management's Discussion and Analysis included in the Annual Report on Form 10-K for the year ended December 31, 2020 for further discussion of Regions' information security risk.

PROVISION FOR (BENEFIT FROM) CREDIT LOSSES

The provision for (benefit from) credit losses is used to maintain the allowance for loan losses and the reserve for unfunded credit losses at a level that in management’s judgment is appropriate to absorb expected credit losses over the contractual life of the loan and credit commitment portfolio at the balance sheet date. ~~Regions adopted CECL on January 1, 2020. Upon adoption, Regions classified the provision for unfunded~~The benefit from credit losses ~~as provision for credit losses. Prior~~totaled $142 million in the first quarter of 2021 compared to ~~2020, the provision for unfunded credit losses was included in non-interest expense. The~~a provision for credit losses ~~totaled $113 million in the third quarter~~ of 2020 compared to the provision for loan losses of $108 million during the third quarter of 2019. The provision for credit losses totaled $1.4 billion for the first nine months of 2020 compared to the provision for loan losses of $291$373 million during the first ~~nine months~~quarter of ~~2019.~~2020. Refer to the ~~"Allowance for Credit Losses"~~"Allowance" section for further detail.

9578

NON-INTEREST INCOME

Table ~~28—~~24—Non-Interest Income


	Three Months Ended March 31				Quarter-to-Date Change 3/31/2021 vs. 3/31/2020
	2021		2020		Amount		Percent
	(Dollars in millions)
Service charges on deposit accounts	$	157	$	178	$	(21)	(11.8)	%
Card and ATM fees	115		105		10		9.5	%
Mortgage income	90		68		22		32.4	%
Capital markets income	100		9		91		NM
Investment management and trust fee income	66		62		4		6.5	%
Bank-owned life insurance	17		17		—		—	%
Investment services fee income	25		22		3		13.6	%

Commercial credit fee income	22		18		4		22.2	%


Gain on equity investment	3		—		3		NM
Securities gains (losses), net	1		—		1		NM

Market value adjustments on employee benefit assets - other	7		(25)		32		128.0	%
Other miscellaneous income	38		31		7		22.6	%
	$	641	$	485	$	156	32.2	%

Three Months Ended September 30 Quarter-to-Date Change 9/30/2020 vs. 9/30/2019
2020 2019 Amount Percent
(Dollars in millions)
Service charges on deposit accounts $ 152
$ 186
$ (34 ) (18.3 )%
Card and ATM fees 115
114
1
0.9 %
Investment management and trust fee income 62
63
(1 ) (1.6 )%
Capital markets income 61
36
25
69.4 %
Mortgage income 108
56
52
92.9 %
Investment services fee income 23
20
3
15.0 %
Commercial credit fee income 20
19
1
5.3 %
Bank-owned life insurance 17
18
(1 ) (5.6 )%
Securities gains (losses), net 3
—
3
NM
Market value adjustments on employee benefit assets - other 14
7
7
100.0 %
Valuation gain on equity investment (1) 44
—
44
NM
Other miscellaneous income 36
39
(3 ) (7.7 )%
$ 655
$ 558
$ 97
17.4 %

Nine Months Ended September 30 Year-to-Date 9/30/2020 vs. 9/30/2019
2020 2019 Amount Percent
(Dollars in millions)
Service charges on deposit accounts $ 461
$ 542
$ (81 ) (14.9 )%
Card and ATM fees 321
343
(22 ) (6.4 )%
Investment management and trust fee income 186
179
7
3.9 %
Capital markets income 165
117
48
41.0 %
Mortgage income 258
114
144
126.3 %
Investment services fee income 62
59
3
5.1 %
Commercial credit fee income 55
55
—
— %
Bank-owned life insurance 52
60
(8 ) (13.3 )%
Securities gains (losses), net 4
(26 ) 30
115.4 %
Market value adjustments on employee benefit assets - defined benefit —
5
(5 ) (100.0 )%
Market value adjustments on employee benefit assets - other 5
4
1
25.0 %
Valuation gain on equity investment ⁽¹⁾
44
—
44
NM
Other miscellaneous income 100
102
(2 ) (2.0 )%
$ 1,713
$ 1,554
$ 159
10.2 %

________

NM - Not Meaningful


~~(1)~~	In the third quarter of 2020, the equity investee executed an initial public offering. However, the Company is subject to a conventional post-issuance 180 day lock-up period, which prevents the sale of its position.

Service charges on deposit accounts—Service charges on deposit accounts include non-sufficient fund and overdraft fees, corporate analysis service charges, overdraft protection fees and other customer transaction-related service charges. The ~~decreases~~decrease during the ~~third~~first quarter ~~and first nine months~~ of ~~2020~~2021 compared to the same ~~periods~~period of ~~2019 were~~2020 was the result of lower consumer spending. The impact of COVID-19 hit late in the first quarter of 2020; and as such, part of the quarter was free from impact. Overall customer spending ~~due~~behaviors have changed, which combined with enhancements to ~~the COVID-19 pandemic. Government stimulus programs resulting from the COVID-19 pandemic aided in the increase of customer deposits, elevation of customer liquidity~~overdraft practices and ~~also resulted in a reduction in overdraft charges. Although~~

~~consumer spending has begun~~transaction posting procedures, are expected to ~~normalize, if spend levels continue at the current pace,~~keep service charges ~~on deposit accounts will continue~~ten to ~~be negatively impacted in comparison to the prior year~~fifteen percent below pre-pandemic levels. See the ~~"Third~~"First Quarter Overview" section for further detail.

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. In the ~~third~~first quarter of ~~2020,~~2021, card and ATM fees had recovered to ~~prior year~~pre-pandemic levels, primarily driven by debit card spending. However, card and ATM fees decreased for the first nine months of 2020 as compared to the same period of 2019. The decline was due to decreases in bank card and consumer credit card income in the first and second quarters of 2020 as a result of declines in debit and credit card spending and transaction ~~volumes associated with the COVID-19 pandemic.~~volumes. Although discretionary spend is recovering, credit card ~~and ATM fees are beginning to recover, if fee levels continue at the current pace, they will continue to be lower on a year-to-date basis as compared to the~~spend remains slightly behind prior year levels.

~~Capital markets income—~~Capital markets income primarily relates to capital raising activities that include securities underwriting and placement, loan syndication and placement, as well as foreign exchange, derivatives, merger and acquisition and other advisory services. The increases in the third quarter and first nine months of 2020, compared to the same periods of 2019, were primarily driven by increases in debt and equity underwriting and positive market-related credit valuation adjustments tied to credit derivatives within commercial swap income. During both the third quarter of 2020 and first nine months of 2020, positive valuation adjustments totaled $5 million, compared to negative adjustments of $6 million for the third quarter of 2019 and $15 million the first nine months of 2019. Capital markets income also benefited from an increase in fees generated from the placement of permanent financing for real estate during the the first nine months of 2020 as compared to the first nine months of the prior year.

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 ~~increases~~increase in mortgage income in the ~~third~~first quarter ~~and first nine months~~ of ~~2020~~2021 compared to the same ~~periods~~period of ~~2019 were~~2020 was due to increased loan production and sales income as lower interest rates ~~during the current quarter and first nine months of 2020~~ drove higher loan application volume.

~~Bank-owned life insurance—~~Capital markets income—~~Bank-owned life insurance decreased~~Capital markets income primarily relates to capital raising activities that include securities underwriting and placement, loan syndication, as well as foreign exchange, derivatives, merger and acquisition and other advisory services. The increase in the first ~~nine months~~quarter of ~~2020~~2021 compared to the same period ~~in 2019 due primarily to a decrease in claims benefits in the first quarter~~ of 2020 was primarily driven by increases in positive market-related credit valuation adjustments tied to credit derivatives within commercial swap income, fees generated from the placement of permanent financing for real estate, securities underwriting and ~~favorable market adjustments in the first quarter of 2019.~~placement fees, and M&A advisory services.

Securities gains (losses), net—Net securities gains (losses) primarily result from the Company's asset/liability management process. 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~~adjustment reported as employee benefit assets - other ~~are~~is offset in salaries and benefits. Changes toin market valuation adjustments in ~~2020~~2021 compared to ~~2019~~2020 were driven by the overall performance of the equity markets. Furthermore, the Company repositioned its defined employee benefits assets portfolio during the second quarter of 2019 into investments that are no longer subject to the volatility of the equity markets.

~~Valuation gain on equity investment—~~Valuation gain on equity investment is associated with an unrealized holding gain on an equity investment in a company which executed an initial public offering during the third quarter of 2020. However, the Company is subject to a conventional post-issuance 180-day lockup period, which prevents the sale of its position and is therefore reflected in the investment valuation.

Other miscellaneous income—Other miscellaneous income includes net revenue from affordable housing, valuation adjustments to equity investments (other than the item ~~referenced~~shown separately above), 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 from the investments and any related impairment charges. Other miscellaneous income increased in the first quarter of 2021 compared to 2020 due to increases in commercial loan related fee income and SBIC income.

NON-INTEREST EXPENSE

Table ~~29—~~25—Non-Interest Expense


	Three Months Ended March 31				Quarter-to-Date Change 3/31/2021 vs. 3/31/2020
	2021		2020		Amount		Percent
	(Dollars in millions)
Salaries and employee benefits	$	546	$	467	$	79	16.9	%
Equipment and software expense	90		83		7		8.4	%
Net occupancy expense	77		79		(2)		(2.5)	%
Outside services	38		45		(7)		(15.6)	%
Marketing	22		24		(2)		(8.3)	%
Professional, legal and regulatory expenses	29		18		11		61.1	%
Credit/checkcard expenses	14		13		1		7.7	%
FDIC insurance assessments	10		11		(1)		(9.1)	%
Branch consolidation, property and equipment charges	5		11		(6)		(54.5)	%
Visa class B shares expense	4		4		—		—	%





Other miscellaneous expenses	93		81		12		14.8	%
	$	928	$	836	$	92	11.0	%

Three Months Ended September 30 Quarter-to-Date Change 9/30/2020 vs. 9/30/2019
2020 2019 Amount Percent
(Dollars in millions)
Salaries and employee benefits $ 525
$ 481
$ 44
9.1 %
Net occupancy expense 80
80
—
— %
Furniture and equipment expense 89
83
6
7.2 %
Outside services 44
48
(4 ) (8.3 )%
Professional, legal and regulatory expenses 22
21
1
4.8 %
Marketing 22
23
(1 ) (4.3 )%
FDIC insurance assessments 10
12
(2 ) (16.7 )%
Credit/checkcard expenses 12
19
(7 ) (36.8 )%
Branch consolidation, property and equipment charges 3
5
(2 ) (40.0 )%
Visa class B shares expense 5
5
—
— %
Provision (credit) for unfunded credit losses ⁽¹⁾
—
(2 ) 2
100.0 %
Loss on early extinguishment of debt 2
—
2
NM
Other miscellaneous expenses 82
96
(14 ) (14.6 )%
$ 896
$ 871
$ 25
2.9 %

Nine Months Ended September 30 Year-to-Date 9/30/2020 vs. 9/30/2019
2020 2019 Amount Percent
(Dollars in millions)
Salaries and employee benefits $ 1,519
$ 1,428
$ 91
6.4 %
Net occupancy expense 235
242
(7 ) (2.9 )%
Furniture and equipment expense 258
243
15
6.2 %
Outside services 133
145
(12 ) (8.3 )%
Professional, legal and regulatory expenses 68
67
1
1.5 %
Marketing 68
69
(1 ) (1.4 )%
FDIC insurance assessments 36
37
(1 ) (2.7 )%
Credit/checkcard expenses 37
53
(16 ) (30.2 )%
Branch consolidation, property and equipment charges 24
13
11
84.6 %
Visa class B shares expense 18
12
6
50.0 %
Provision (credit) for unfunded credit losses⁽¹⁾
—
(3 ) 3
100.0 %
Loss on early extinguishment of debt 8
—
8
NM
Other miscellaneous expenses 252
286
(34 ) (11.9 )%
$ 2,656
$ 2,592
$ 64
2.5 %

________

NM - Not Meaningful

(1) Upon adoption of CECL on January 1, 2020, the provision for credit losses presented within net interest income after provision for credit losses is the sum of the provision for loan losses and the provision for unfunded credit commitments. Prior to the adoption of CECL, the provision for unfunded commitments was included in other non-interest expense.

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 during the ~~third~~first quarter ~~and the first nine months~~ of ~~2020~~2021 compared to the same periods in ~~2019,~~2020, driven primarily by higher 401(k) expenses as a result of positive market valuation adjustments on employee benefit assets and higher production-based ~~incentives,~~incentives. Offsetting these increases, full-time equivalent headcount decreased to 18,926 at March 31, 2021 from 19,743 at March 31, 2020, reflecting the continuing impact of the Company's efficiency initiatives implemented as part of its strategic priorities which offset the addition of 401 associates ~~through~~from the ~~Company's~~ April 2020 equipment finance acquisition and annual merit raises that occurred in the second quarter of 2020. Also contributing to the increase for the first nine months of 2020 was increased pay related to the COVID-19 pandemic. Full-time equivalent headcount increased to ~~19,766~~ ~~at September 30, 2020 from 19,549 at September 30,~~

~~2019, primarily due to the addition of approximately 450 associates from the Company's April 2020 equipment finance acquisition offset by headcount reductions elsewhere.~~

~~Net occupancy expense—~~Net occupancy expense includes rent, depreciation, ad valorem taxes, utilities, insurance, and maintenance. Net occupancy expense decreased during the first nine months of 2020 compared to the same period in 2019 primarily due to lower operating expenses resulting from the shelter in place orders during the COVID-19 pandemic.acquisition.

~~Furniture~~Equipment and ~~equipment~~software expense—~~Furniture~~Equipment and ~~equipment~~software expense includes depreciation, maintenance and repairs, rent, taxes, and other expenses of equipment and software (software is rented and internally developed) utilized by Regions and its affiliates. ~~Furniture~~Equipment and ~~equipment~~software expense increased during the ~~third~~first quarter ~~and first nine months~~ of ~~2020~~2021 compared to the same ~~periods~~period in ~~2019~~2020, driven primarily ~~due to increases in~~by software rental ~~expenses~~expense and ~~maintenance and repairs related to investments in technology.~~depreciation.

Outside services—Outside services consists of expenses related to routine services provided by third parties, such as contract labor, servicing costs, data processing, loan pricing and research, data license purchases, data subscriptions, and check printing. Outside services decreased during the ~~third~~first quarter ~~and the first nine months~~ of ~~2020~~2021 compared to the same ~~periods~~period in ~~2019~~2020 due primarily to Regions exiting a third party lending ~~relationship in late 2019.~~relationship.

~~Credit/checkcard~~Professional, legal and regulatory expenses—~~Credit/checkcard~~Professional, legal and regulatory expenses ~~include credit~~consist of amounts related to legal, consulting, other professional fees and ~~checkcard fraud~~regulatory charges. Professional, legal and ~~expenses. Credit/checkcard~~regulatory expenses ~~decreased during the third quarter and first nine months of 2020 compared to the same periods in 2019~~increased primarily due to ~~a decline in checkcard fraud.~~elevated legal and consulting costs.

Branch consolidation, property and equipment charges—Branch consolidation, property and equipment charges include valuation adjustments related to owned branches when the decision to close them is made. Accelerated depreciation and lease write-off charges are recorded for leased branches through and at the actual branch close date. Branch consolidation, property and equipment charges also include costs related to occupancy optimization initiatives.

~~Visa class B shares expense—~~Visa class B shares expense is associated with shares sold in a prior year. The Visa class B shares have restrictions tied to the finalization of certain covered litigation. Visa class B shares expense increased in the first nine months of 2020 compared to the same periods in 2019 as a result of increases in Visa's stock price.

~~Loss on early extinguishment of debt—~~During the third quarter of 2020, Regions incurred pre-tax early extinguishment charges totaling $2 million related to the redemption of $1.0 billion in Regions Bank senior notes and early terminations of all remaining FHLB advances. Additionally, during the second quarter of 2020, Regions executed the partial debt extinguishment of two Bank senior notes and early terminations of certain FHLB advances, incurring related early extinguishment pre-tax charges totaling $6 million. See the "Long-Term Borrowings" section for additional information.

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~~increased during the ~~third~~first quarter ~~and the first nine months~~ of ~~2020~~2021 compared to the same ~~periods~~period in ~~2019~~2020 primarily due to ~~lower~~increases in digital banking expenses, operational losses, ~~declines in expenses related to non-service related pension costs~~ and other

miscellaneous expenses. Offsetting these increases were lower expenses associated with limited travel as a result of the COVID-19 pandemic.

INCOME TAXES

The Company’s income tax expense for the three months ended ~~September 30, 2020~~March 31, 2021 was ~~$104~~$180 million compared to ~~$107~~$42 million for the three months ended ~~September 30, 2019,~~March 31, 2020, resulting in effective tax rates of ~~16.5~~21.9 percent and 20.6 percent, respectively. The ~~income~~Company expects the full-year tax ~~expense~~rate to be approximately 22 percent for the nine months ended September 30, 2020 was $99 million compared to $305 million for the nine months ended September 30, 2019, resulting in effective tax rates of 17.1 percent and 20.3 percent, respectively. 2021.

The effective tax rates are lower in both current year periods due primarily to a consistent level of permanent income tax preferences having a proportionally larger impact relative to pre–tax earnings, which were negatively impacted in the current year because of the COVID–19 pandemic.

~~Many~~rate is affected by many factors ~~impact the effective tax rate~~ including, but not limited to, the level of pre-tax income, the mix of income between various tax jurisdictions with differing tax rates, enacted tax legislation, 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.

On January 1, 2020, the Company adopted CECL. This resulted in an adjustment to the opening balance of the allowance. The tax impact of this adjustment increased deferred tax assets by approximately $126 million. See Note 1 “Basis of Presentation” to the consolidated financial statements for further information.

At ~~September 30, 2020,~~March 31, 2021, the Company reported a net deferred tax liability of ~~$517~~$344 million compared to a net deferred tax liability of ~~$328~~$505 million at December 31, ~~2019~~2020. The ~~increase~~decrease in the net deferred tax liability was primarily due to ~~an increase~~the decrease in unrealized gains on ~~derivative instruments and~~ available for sale securities ~~partially offset by an increase in the deferred tax asset related to the allowance.~~and derivative instruments.

ASCENTIUM ACQUISITION

On April 1, 2020, Regions completed its acquisition of an equipment finance company Ascentium Capital, LLC. The acquisition gives Regions the ability to increase business loans and leases to small business customers using Ascentium's tech-enabled same-day credit decision and funding capabilities.

As a result of the acquisition Regions recorded approximately $2.4 billion of assets and assumed $1.9 billion of liabilities. Of the total assets acquired, $1.9 billion were loans and leases that are included in Regions' commercial and industrial loan portfolio. Of the liabilities assumed, $1.8 billion were long-term borrowings. Regions subsequently paid down a significant portion of the borrowings, and as of ~~September 30, 2020, $406~~March 31, 2021, $81 million of long-term debt remained. Assets acquired and liabilities assumed were recorded at estimated fair value.

These fair value estimates are considered preliminary as of September 30, 2020. Fair value estimates, including loans, intangible assets and goodwill, are subject to change for up to one year after the acquisition date as additional information becomes available.

Of the loans acquired, a portion were determined to be credit deteriorated on the date of purchase. Purchased loans that have experienced a more than insignificant deterioration in credit quality since origination are considered to be credit deteriorated. PCD loans are initially recorded at purchase price less the ALLL recognized at acquisition. Subsequent credit loss activity is recorded within the provision for credit losses.

Regions recorded PCD loans of $873 million as a result of the acquisition, which was reflective of a nominal discount. Regions recorded an ALLL related to these loans of $60 million, which was included in the total acquired asset value as part of the acquisition.

The non-credit discount related to Ascentium's PCD loans and the fair value mark on non-PCD loans will be amortized to interest income over the contractual life of the loan using the effective interest method. The amortization will not be material.

In conjunction with the acquisition, Regions initially recognized goodwill of $348 million and other intangible assets of $47 million. InPurchase accounting adjustments of $16 million reduced goodwill during the ~~third quarter of 2020, goodwill declined $6 million due to purchase accounting adjustments.~~measurement period. Intangible assets are comprised of trademarks, customer lists and other intangibles. Intangible assets will be amortized over the expected useful life of each recognized asset.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Reference is made to pages 9175 through 9579 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, 2020,~~March 31, 2021, 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.

~~100~~

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Information required by this item is set forth in Note ~~12,~~11, "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 1A. Risk Factors~~

An investment in the Company involves risk, some of which, including market, liquidity, credit, operational, legal, compliance, reputational and strategic risks, could be substantial and is inherent in our business. This risk also includes the possibility that the value of the investment could decrease considerably, and dividends or other distributions concerning the investment could be reduced or eliminated. Discussed below is a risk factor that could adversely affect Regions' financial results and condition, as well as the value of, and return on investment in the Company, that was not included in Part II, Item 1A of the 2019 Annual Report on Form 10-K as it arose after the filing.

~~Our business, financial condition, liquidity, capital and results of operations have been, and will likely continue to be, adversely affected by the COVID-19 pandemic.~~

The COVID-19 pandemic has created economic and financial disruptions that have adversely affected, and are likely to continue to adversely affect, our business, financial condition, liquidity, capital and results of operations. We cannot predict at this time the extent to which the COVID-19 pandemic will continue to negatively affect our business, financial condition, liquidity, capital and results of operations. The extent of any continued or future adverse effects of the COVID-19 pandemic will depend on future developments, which are highly uncertain and outside our control, including the scope and duration of the pandemic (including the possibility of further resurgences or waves of COVID-19), the direct and indirect impact of the pandemic on our employees, clients, customers, counterparties and service providers, as well as other market participants, and actions taken by governmental authorities and other third parties in response to the pandemic.

The COVID-19 pandemic has contributed to (i) increased unemployment and decreased consumer confidence and business generally, leading to an increased risk of delinquencies, defaults and foreclosures; (ii) sudden and significant declines, and significant increases in volatility, in financial markets; (iii) ratings downgrades, credit deterioration and defaults in many industries, including transportation, natural resources (in particular oil and gas), hospitality and commercial real estate; (iv) significant draws on credit lines as customers seek to increase liquidity; (v) significant reductions in the targeted federal funds rate (which was reduced to a target rate of between zero and 0.25% in the first quarter and may be reduced to below zero if the Federal Reserve determines economic conditions warrant); (vi) increased spending on our business continuity efforts, which may in turn require that we further cut costs and investments in other areas; and (vii) heightened cybersecurity, information security and operational risks as a result of work-from-home arrangements.In addition, we also face an increased risk of client disputes, litigation and governmental and regulatory scrutiny as a result of the effects of the COVID-19 pandemic on market and economic conditions and actions governmental authorities take in response to those conditions.

In the third quarter of 2020, Regions re-opened branches for walk-in services. As branch lobbies re-open, Regions continues to keep measures in place to help ensure associate and customer safety. Approximately 90% of non-branch associates are continuing to work remotely. If these measures are not effective in serving our customers or affect the productivity of our associates, they may lead to significant disruptions in our business operations.

Many of our counterparties and third-party service providers have also been, and may further be, affected by “stay-at-home” or similar orders, market volatility and other factors that increase their risks of business disruption or that may otherwise affect their ability to perform under the terms of any agreements with us or provide essential services. Even in areas in which stay-at-home or similar orders have been eased or lifted, resurgence of COVID-19 may require such measures to be re-imposed at a later time. As a result, our operational and other risks are generally expected to remain elevated until the pandemic subsides.

We have experienced an increase in cyber events, such as phishing attacks and malicious traffic from outside the United States. Our layered control environment has effectively detected and prevented any material impact related to these events to date. Our information security risks are generally expected to remain elevated until the pandemic subsides.

We are offering special financial assistance to support customers who are experiencing financial hardships related to the COVID-19 pandemic, including waivers of certain withdrawal fees from time deposits and savings and money market accounts, loan payment deferrals and extensions, credit card payment extensions, and consumer mortgage payment forbearance and payment deferment. If such measures are not effective in mitigating the effects of the COVID-19 pandemic on borrowers, we may experience higher rates of default and increased credit losses in future periods. In addition, in many cases, the initial periods of payment deferrals, extensions, and forbearances have ended, which may require us to provide additional assistance or lead to higher rates of default and increased credit losses.

Additionally, we are a certified and qualified SBA lender and have provided approximately $4.6 billion in PPP loans. These assistance efforts may adversely affect our revenue and results of operations and may make our results more difficult to forecast as the PPP~~forgiveness process has just begun and the timing and amount of forgiveness to which our borrowers will be entitled~~

~~101~~

cannot be predicted. The PPP and other government programs in which we may participate are complex and our participation may lead to governmental and regulatory scrutiny, negative publicity and damage to our reputation. Further, Regions has been named in lawsuits in connection with its participation in the PPP and may be named in additional lawsuits in the future.

~~Certain industries where Regions has credit exposure, including restaurants, hotels, and commercial retail, have experienced and in some cases are continuing to experience,~~significant operational challenges as a result of the COVID-19 pandemic. These operational challenges could result in corporate lending clients making higher than usual draws on outstanding lines of credit, which may negatively affect our liquidity. The effects of the COVID-19 pandemic may also cause our commercial customers to be unable to pay their loans as they come due or decrease the value of collateral, which we expect would cause significant increases in our credit losses. The pandemic may also alter consumer behavior, including spending patterns both in the short term and the long term. Accordingly, certain of these industries may continue to be negatively impacted even after the pandemic has subsided.

Our earnings and cash flows are dependent to a large degree on net interest income (the difference between interest income from loans and investments and interest expense on deposits and borrowings). Net interest income is significantly affected by market rates of interest. The significant reductions to the federal funds rate has led to a decrease in the rates and yields on U.S. Treasury securities. If interest rates are reduced further in response to the COVID-19 pandemic, we expect that our net interest income will decline, perhaps significantly. The overall effect of lower interest rates cannot be predicted at this time and depends on future actions the Federal Reserve may take to increase or reduce the targeted federal funds rate in response to the COVID-19 pandemic, and resulting economic conditions.

The effects of the COVID-19 pandemic on economic and market conditions initially increased demands on our liquidity as we met our customers’ and clients’ needs. During the third quarter of 2020, the Federal Reserve has required large banks, including Regions, to preserve capital by suspending share repurchases, capping dividend payments at the amount paid in the second quarter, and further limiting dividends according to a formula based on recent net income. In addition, the Federal Reserve is requiring large banks, including Regions, to update and resubmit their capital plans later this year to reflect current economic stresses. The Federal Reserve has indicated that it will evaluate these resubmitted plans and that it may extend the restrictions on capital actions on a quarter-by-quarter basis as the economic situation continues to evolve. We must comply with these restrictions and will otherwise continue to exercise prudent capital management and monitor the business environment. In particular, if the Federal Reserve extends the dividend restriction that is based on recent net income, and the pandemic continues or worsens, it may be difficult for us to maintain our dividend at its current level.

The COVID-19 pandemic may impact our assessment of our goodwill. During the third quarter of 2020, Regions concluded that it was not more likely than not that the fair value of each of our reporting units was less than its carrying value, therefore a test of goodwill impairment was not required for any of Regions’ reporting units. Risks to our goodwill assessment are generally expected to continue until the pandemic subsides.

Governmental authorities worldwide have taken unprecedented measures to stabilize the markets and support economic growth. The ultimate success of these measures remains unknown and these measures may not be sufficient to address the negative effects of the COVID-19 pandemic or avert severe and prolonged reductions in economic activity.

Other negative effects of the COVID-19 pandemic that may impact our business, financial condition, liquidity, capital and results of operations cannot be predicted at this time, but it is likely that our business, financial condition, liquidity, capital and results of operations will continue to be adversely affected until the pandemic subsides and the U.S. economy fully recovers. Further, the COVID-19 pandemic may also have the effect of heightening many of the other risks described in the section entitled “Risk Factors” in our most recent Annual Report on Form 10-K and any subsequent Quarterly Report on Form 10-Q. Until the pandemic subsides, we expect continued draws on lines of credit, reduced revenues from our lending businesses, increased credit losses in our lending portfolios and decreased fee income. Even after the pandemic subsides, it is possible that the U.S. and other major economies continue to experience a prolonged recession, which we expect would materially and adversely affect our business, financial condition, liquidity, capital and results of operations.

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

On June 27, 2019, Regions announced the Board authorization of the repurchase of up to $1.370 billion of the Company's common stock, permitting repurchases from the beginning of the third quarter of 2019 through the end of the third quarter of 2020. Regions did not repurchase any outstanding common stock during the three month period ended ~~September 30, 2020, and given the uncertainty in the overall economic environment as a result~~March 31, 2021 or throughout 2020. As part of the ~~COVID-19 pandemic, no share repurchases are currently anticipated for 2020.~~

~~On June 25, 2020, the Federal Reserve indicated that the Company exceeded all minimum capital levels under the supervisory stress test. The~~Company's capital plan, ~~submitted~~on April 21, 2021, Regions announced the Board's authorization of the repurchase of up to $2.5 billion of the ~~Federal Reserve reflected no share repurchases~~Company's common stock, permitting purchases from the second quarter of 2021 through ~~year-end 2020.~~the first quarter of 2022.

~~102~~

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						Certificate of Designations, incorporated by reference to Exhibit 3.1 to the Form 8-K filed by registrant on June 5, 2020.

3.6						Certificate of Designations, incorporated by reference to Exhibit 3.6 to the Form 8-A filed by registrant on May 3, 2021.

3.7						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~~4.1						~~Amendment Number One to the~~Deposit Agreement, dated as of May 4, 2021, by and among Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary, Regions Financial Corporation, ~~Post 2006 Supplemental Executive Retirement Plan Amended~~ and ~~Restated as~~the holders from time to time of ~~January 1, 2020.~~the depositary receipts described therein, incorporated by reference to Exhibit 4.1 to the Form 8-A filed by registrant on May 3, 2021.

~~31.1~~4.2						Form of depositary receipt representing the Depositary Shares, incorporated by reference to Exhibit 4.2 to the Form 8-A filed by registrant on May 3, 2021.

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, 2020,~~March 31, 2021, 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 Shareholders' 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, 2020,~~March 31, 2021, formatted in Inline XBRL (included within the Exhibit 101 attachments).

~~103~~