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☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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63-0589368
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $.01 par value
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RF
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New York Stock Exchange
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Depositary Shares, each representing a 1/40th Interest in a Share of
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6.375% Non-Cumulative Perpetual Preferred Stock, Series A
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RF PRA
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New York Stock Exchange
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Depositary Shares, each representing a 1/40th Interest in a Share of
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6.375% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B
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RF PRB
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New York Stock Exchange
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Depositary Shares, each representing a 1/40th Interest in a Share of
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5.700% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C
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RF PRC
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New York Stock Exchange
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Page
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PART I
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Forward-Looking Statements
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Item 1.
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Business
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Item 1A.
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Risk Factors
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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PART II
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Item 6.
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Selected Financial Data
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Item 7.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A.
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Quantitative and Qualitative Disclosures about Market Risk
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Item 8.
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Financial Statements and Supplementary Data
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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Item 9A.
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Controls and Procedures
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Item 9B.
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Other Information
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PART III
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Item 10.
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Directors, Executive Officers and Corporate Governance
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Item 11.
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Executive Compensation
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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Item 14.
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Principal Accounting Fees and Services
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PART IV
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Item 15.
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Exhibits, Financial Statement Schedules
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Item 16.
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Form 10-K Summary
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SIGNATURES
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•
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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.
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•
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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.
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•
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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.
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•
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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.
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•
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The effect of changes in tax laws, including the effect of any future interpretations of or amendments to Tax Reform, which may impact our earnings, capital ratios and our ability to return capital to stockholders.
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•
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Possible changes in the creditworthiness of customers and the possible impairment of the collectability of loans and leases, including operating leases.
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•
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Changes in the speed of loan prepayments, loan origination and sale volumes, charge-offs, loan loss provisions or actual loan losses where our allowance for loan losses may not be adequate to cover our eventual losses.
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•
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Possible acceleration of prepayments on mortgage-backed securities due to low interest rates, and the related acceleration of premium amortization on those securities.
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•
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Loss of customer checking and savings account deposits as customers pursue other, higher-yield investments, which could increase our funding costs.
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•
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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.
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•
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Our ability to effectively compete with other traditional and non-traditional financial services companies, some of whom possess greater financial resources than we do or are subject to different regulatory standards than we are.
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•
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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.
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•
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Our inability to keep pace with technological changes could result in losing business to competitors.
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•
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Changes in laws and regulations affecting our businesses, including legislation and regulations relating to bank products and services, as well as changes in the enforcement and interpretation of such laws and regulations by applicable governmental and self-regulatory agencies, which could require us to change certain business practices, increase compliance risk, reduce our revenue, impose additional costs on us, or otherwise negatively affect our businesses.
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•
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Our ability to obtain a regulatory non-objection (as part of the CCAR process or otherwise) to take certain capital actions, including paying dividends and any plans to increase common stock dividends, repurchase common stock under current
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•
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Our ability to comply with stress testing and capital planning requirements (as part of the CCAR process or otherwise) may continue to require a significant investment of our managerial resources due to the importance of such tests and requirements.
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•
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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 could be negatively impacted.
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•
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The effects of any developments, changes or actions relating to any litigation or regulatory proceedings brought against us or any of our subsidiaries.
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•
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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.
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•
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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.
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•
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Our ability to execute on our strategic and operational plans, including our ability to fully realize the financial and non-financial benefits relating to our strategic initiatives.
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•
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The risks and uncertainties related to our acquisition or divestiture of businesses.
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•
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The success of our marketing efforts in attracting and retaining customers.
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•
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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.
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•
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Fraud or misconduct by our customers, employees or business partners.
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•
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Any inaccurate or incomplete information provided to us by our customers or counterparties.
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•
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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.
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•
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Dependence on key suppliers or vendors to obtain equipment and other supplies for our business on acceptable terms.
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•
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The inability of our internal controls and procedures to prevent, detect or mitigate any material errors or fraudulent acts.
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•
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The effects of geopolitical instability, including wars, conflicts and terrorist attacks and the potential impact, directly or indirectly, on our businesses.
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•
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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.
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•
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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.
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•
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Our ability to identify and address cyber-security risks such as data security breaches, malware, “denial of service” attacks, “hacking” and identity theft, including account take-overs, a failure of which could disrupt our business and result in the disclosure of and/or misuse or misappropriation of confidential or proprietary information, disruption or damage to our systems, increased costs, losses, or adverse effects to our reputation.
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•
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Our ability to achieve our expense management initiatives.
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•
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Possible cessation or 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.
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•
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Possible downgrades in our credit ratings or outlook could increase the costs of funding from capital markets.
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•
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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.
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•
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The effects of problems encountered by other financial institutions that adversely affect us or the banking industry generally could require us to change certain business practices, reduce our revenue, impose additional costs on us, or otherwise negatively affect our businesses.
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•
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The effects of the failure of any component of our business infrastructure provided by a third party could disrupt our businesses, result in the disclosure of and/or misuse of confidential information or proprietary information, increase our costs, negatively affect our reputation, and cause losses.
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•
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Our ability to receive dividends from our subsidiaries could affect our liquidity and ability to pay dividends to shareholders.
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•
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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.
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•
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Other risks identified from time to time in reports that we file with the SEC.
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•
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Fluctuations in the price of our common stock and inability to complete stock repurchases in the time frame and/or on the terms anticipated.
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•
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The effects of any damage to our reputation resulting from developments related to any of the items identified above.
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•
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A decrease in the demand for, or the availability of, loans and other products and services offered by us;
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•
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A decrease in the value of our loans held for sale or other assets secured by consumer or commercial real estate;
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•
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An impairment of certain intangible assets, such as goodwill;
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•
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A decrease in interest income from variable rate loans, due to declines in interest rates; and
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•
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An increase in the number of clients and counterparties who become delinquent, file for protection under bankruptcy laws or default on their loans or other obligations to us, which could result in a higher level of nonperforming assets, net charge-offs, provisions for loan losses, and valuation adjustments on loans held for sale.
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•
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Our operating performance, financial condition and prospects, or the operating performance, financial condition and prospects of our competitors;
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•
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Operating results that vary from the expectations of management, securities analysts and investors;
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•
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Our creditworthiness;
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•
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Developments in our business or in the financial sector generally;
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•
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Regulatory changes affecting our industry generally or our business and operations;
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•
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The operating and securities price performance of companies that investors consider to be comparable to us;
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•
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Announcements of strategic developments, divestitures and other material events by us or our competitors;
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•
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Expectations of or actual equity dilution;
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•
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Whether we declare or fail to declare dividends on our capital stock from time to time;
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•
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The ratings assigned to our securities by credit-rating agencies;
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•
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Changes in the credit, mortgage and real estate markets, including the markets for mortgage-related securities; and
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•
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Changes in global financial markets, global economies and general market conditions, such as interest or foreign exchange rates, stock, commodity, credit or asset valuations or volatility; and
|
•
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Executive management changes.
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Period
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Total Number of Shares Purchased
|
|
Average Price Paid
per Share
|
|
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
|
|
Maximum Approximate Dollar Value of
Shares that May
Yet Be Purchased Under Publicly Announced Plans or Programs
|
||||||
October 1—31, 2019
|
—
|
|
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$
|
—
|
|
|
—
|
|
|
$
|
780,744,464
|
|
November 1—30, 2019
|
—
|
|
|
$
|
—
|
|
|
—
|
|
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$
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780,744,464
|
|
December 1—31, 2019
|
7,800,000
|
|
|
$
|
16.93
|
|
|
7,800,000
|
|
|
$
|
648,536,444
|
|
Total 4th Quarter
|
7,800,000
|
|
|
$
|
16.93
|
|
|
7,800,000
|
|
|
$
|
648,536,444
|
|
|
Cumulative Total Return
|
||||||||||||||||||||||
|
12/31/2014
|
|
12/31/2015
|
|
12/31/2016
|
|
12/31/2017
|
|
12/31/2018
|
|
12/31/2019
|
||||||||||||
Regions
|
$
|
100.00
|
|
|
$
|
93.08
|
|
|
$
|
142.78
|
|
|
$
|
175.55
|
|
|
$
|
139.44
|
|
|
$
|
185.87
|
|
S&P 500 Index
|
100.00
|
|
|
101.37
|
|
|
113.49
|
|
|
138.26
|
|
|
132.19
|
|
|
173.80
|
|
||||||
S&P 500 Banks Index
|
100.00
|
|
|
100.85
|
|
|
125.36
|
|
|
153.64
|
|
|
128.38
|
|
|
180.55
|
|
•
|
"Operating Results" section of MD&A
|
•
|
“Net Interest Income and Other Financing Income and Net Interest Margin” discussion within the “Operating Results” section of MD&A
|
•
|
“Interest Rate Risk” discussion within “Risk Management” section of MD&A
|
•
|
“Stockholders’ Equity” discussion in MD&A
|
•
|
Note 15 "Stockholders' Equity and Accumulated Other Comprehensive Income (Loss)" to the consolidated financial statements
|
•
|
“Supervision and Regulation” discussion within Item 1. Business
|
•
|
"Regulatory Requirements" section of MD&A
|
•
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Note 13 "Regulatory Capital Requirements and Restrictions" to the consolidated financial statements
|
•
|
Adjusted Average Balances of Loans within the "Table 2 - GAAP-to-Non-GAAP Reconciliation"
|
•
|
"Portfolio Characteristics" section of MD&A
|
•
|
“Allowance for Credit Losses” discussion within the “Critical Accounting Policies and Estimates” section of MD&A
|
•
|
“Provision for Loan Losses” discussion within the “Operating Results” section of MD&A
|
•
|
“Loans,” “Allowance for Credit Losses,” “Troubled Debt Restructurings” and “Non-performing Assets” discussions within the “Balance Sheet Analysis” section of MD&A
|
•
|
Note 1 "Summary of Significant Accounting Policies" to the consolidated financial statements
|
•
|
Note 5 "Loans" to the consolidated financial statements
|
•
|
Note 6 "Allowance for Credit Losses" to the consolidated financial statements
|
•
|
“Supervision and Regulation” discussion within Item 1. Business
|
•
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“Short-Term Borrowings” discussion within the “Balance Sheet Analysis” section of MD&A
|
•
|
“Long-Term Borrowings” discussion within the “Balance Sheet Analysis” section of MD&A
|
•
|
“Regulatory Requirements” section of MD&A
|
•
|
“Liquidity” discussion within the “Risk Management” section of MD&A
|
•
|
Note 12 "Borrowings" to the consolidated financial statements
|
2020 Expectations
|
||
Category
|
|
Expectation
|
Full year adjusted average loan growth
|
|
Low single digits
|
Adjusted operating leverage
|
|
Positive
|
Net charge-offs / average loans
|
|
45-55 basis points
|
Effective tax rate
|
|
20%-22%
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
(In millions, except per share data)
|
||||||||||||||||||
EARNINGS SUMMARY
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income, including other financing income
|
$
|
4,639
|
|
|
$
|
4,393
|
|
|
$
|
3,987
|
|
|
$
|
3,814
|
|
|
$
|
3,601
|
|
Interest expense and depreciation expense on operating lease assets
|
894
|
|
|
658
|
|
|
448
|
|
|
416
|
|
|
296
|
|
|||||
Net interest income and other financing income
|
3,745
|
|
|
3,735
|
|
|
3,539
|
|
|
3,398
|
|
|
3,305
|
|
|||||
Provision for loan losses
|
387
|
|
|
229
|
|
|
150
|
|
|
262
|
|
|
241
|
|
|||||
Net interest income and other financing income after provision for loan losses
|
3,358
|
|
|
3,506
|
|
|
3,389
|
|
|
3,136
|
|
|
3,064
|
|
|||||
Non-interest income
|
2,116
|
|
|
2,019
|
|
|
1,962
|
|
|
2,011
|
|
|
1,937
|
|
|||||
Non-interest expense
|
3,489
|
|
|
3,570
|
|
|
3,491
|
|
|
3,483
|
|
|
3,478
|
|
|||||
Income from continuing operations before income taxes
|
1,985
|
|
|
1,955
|
|
|
1,860
|
|
|
1,664
|
|
|
1,523
|
|
|||||
Income tax expense
|
403
|
|
|
387
|
|
|
619
|
|
|
510
|
|
|
452
|
|
|||||
Income from continuing operations
|
1,582
|
|
|
1,568
|
|
|
1,241
|
|
|
1,154
|
|
|
1,071
|
|
|||||
Income (loss) from discontinued operations before income taxes
|
—
|
|
|
271
|
|
|
19
|
|
|
16
|
|
|
(15
|
)
|
|||||
Income tax expense (benefit)
|
—
|
|
|
80
|
|
|
(3
|
)
|
|
7
|
|
|
(6
|
)
|
|||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
191
|
|
|
22
|
|
|
9
|
|
|
(9
|
)
|
|||||
Net income
|
$
|
1,582
|
|
|
$
|
1,759
|
|
|
$
|
1,263
|
|
|
$
|
1,163
|
|
|
$
|
1,062
|
|
Net income from continuing operations available to common shareholders
|
$
|
1,503
|
|
|
$
|
1,504
|
|
|
$
|
1,177
|
|
|
$
|
1,090
|
|
|
$
|
1,007
|
|
Net income available to common shareholders
|
$
|
1,503
|
|
|
$
|
1,695
|
|
|
$
|
1,199
|
|
|
$
|
1,099
|
|
|
$
|
998
|
|
Earnings per common share from continuing operations – basic
|
$
|
1.51
|
|
|
$
|
1.38
|
|
|
$
|
0.99
|
|
|
$
|
0.87
|
|
|
$
|
0.76
|
|
Earnings per common share from continuing operations – diluted
|
1.50
|
|
|
1.36
|
|
|
0.98
|
|
|
0.86
|
|
|
0.75
|
|
|||||
Earnings per common share – basic
|
1.51
|
|
|
1.55
|
|
|
1.01
|
|
|
0.87
|
|
|
0.75
|
|
|||||
Earnings per common share – diluted
|
1.50
|
|
|
1.54
|
|
|
1.00
|
|
|
0.87
|
|
|
0.75
|
|
|||||
Return on average common stockholders' equity - continuing operations (1)
|
10.06
|
%
|
|
10.33
|
%
|
|
7.42
|
%
|
|
6.69
|
%
|
|
6.27
|
%
|
|||||
Return on average tangible common stockholders’ equity (non-GAAP) - continuing operations (1)(2)
|
14.91
|
|
|
15.59
|
|
|
10.80
|
|
|
9.61
|
|
|
9.04
|
|
|||||
Return on average assets - continuing operations (1)
|
1.26
|
|
|
1.27
|
|
|
1.00
|
|
|
0.92
|
|
|
0.88
|
|
|||||
BALANCE SHEET SUMMARY
|
|
|
|
|
|
|
|
|
|
||||||||||
As of December 31
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans, net of unearned income
|
$
|
82,963
|
|
|
$
|
83,152
|
|
|
$
|
79,947
|
|
|
$
|
80,095
|
|
|
$
|
81,162
|
|
Allowance for loan losses
|
(869
|
)
|
|
(840
|
)
|
|
(934
|
)
|
|
(1,091
|
)
|
|
(1,106
|
)
|
|||||
Assets
|
126,240
|
|
|
125,688
|
|
|
124,294
|
|
|
125,968
|
|
|
126,050
|
|
|||||
Deposits
|
97,475
|
|
|
94,491
|
|
|
96,889
|
|
|
99,035
|
|
|
98,430
|
|
|||||
Long-term debt
|
7,879
|
|
|
12,424
|
|
|
8,132
|
|
|
7,763
|
|
|
8,349
|
|
|||||
Stockholders’ equity
|
16,295
|
|
|
15,090
|
|
|
16,192
|
|
|
16,664
|
|
|
16,844
|
|
|||||
Average balances
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans, net of unearned income
|
$
|
83,248
|
|
|
$
|
80,692
|
|
|
$
|
79,846
|
|
|
$
|
81,333
|
|
|
$
|
79,634
|
|
Assets
|
125,110
|
|
|
123,380
|
|
|
123,976
|
|
|
125,506
|
|
|
122,265
|
|
|||||
Deposits
|
94,413
|
|
|
94,438
|
|
|
97,341
|
|
|
97,921
|
|
|
96,890
|
|
|||||
Long-term debt
|
10,126
|
|
|
9,977
|
|
|
7,076
|
|
|
8,159
|
|
|
5,046
|
|
|||||
Stockholders’ equity
|
16,082
|
|
|
15,381
|
|
|
16,661
|
|
|
17,126
|
|
|
16,916
|
|
|||||
SELECTED RATIOS
|
|
|
|
|
|
|
|
|
|
||||||||||
Basel III common equity Tier 1 ratio (3)
|
9.68
|
|
|
9.90
|
|
|
11.05
|
|
|
11.21
|
|
|
10.93
|
|
|||||
Tier 1 capital (3)
|
10.91
|
|
|
10.68
|
|
|
11.86
|
|
|
11.98
|
|
|
11.65
|
|
|||||
Total capital (3)
|
12.68
|
|
|
12.46
|
|
|
13.78
|
|
|
14.15
|
|
|
13.88
|
|
|||||
Leverage capital (3)
|
9.65
|
|
|
9.32
|
|
|
10.01
|
|
|
10.20
|
|
|
10.25
|
|
|||||
Tangible common stockholders’ equity to tangible assets (non-GAAP) (2)
|
8.34
|
|
|
7.80
|
|
|
8.71
|
|
|
8.99
|
|
|
9.13
|
|
|||||
Efficiency ratio
|
58.99
|
|
|
61.50
|
|
|
62.44
|
|
|
63.42
|
|
|
65.42
|
|
|||||
Adjusted efficiency ratio (non-GAAP) (2)
|
58.03
|
|
|
59.26
|
|
|
61.35
|
|
|
62.46
|
|
|
64.08
|
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
(In millions, except per share data)
|
||||||||||||||||||
COMMON STOCK DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Common equity book value per share
|
$
|
15.65
|
|
|
$
|
13.92
|
|
|
$
|
13.55
|
|
|
$
|
13.04
|
|
|
$
|
12.35
|
|
Tangible common book value per share (non-GAAP)(2)
|
10.58
|
|
|
9.19
|
|
|
9.16
|
|
|
8.95
|
|
|
8.52
|
|
|||||
Market value at year-end
|
17.16
|
|
|
13.38
|
|
|
17.28
|
|
|
14.36
|
|
|
9.60
|
|
|||||
Total trading volume (shares)
|
2,782
|
|
|
3,044
|
|
|
3,704
|
|
|
5,241
|
|
|
4,243
|
|
|||||
Dividend payout ratio
|
39.24
|
%
|
|
29.90
|
%
|
|
31.48
|
%
|
|
29.25
|
%
|
|
30.76
|
%
|
|||||
Stockholders of record at year-end (actual)
|
40,279
|
|
|
42,087
|
|
|
46,143
|
|
|
48,958
|
|
|
51,270
|
|
|||||
Weighted-average number of common shares outstanding
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
995
|
|
|
1,092
|
|
|
1,186
|
|
|
1,255
|
|
|
1,325
|
|
|||||
Diluted
|
999
|
|
|
1,102
|
|
|
1,198
|
|
|
1,261
|
|
|
1,334
|
|
|
|
Year Ended December 31
|
||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
|
(Dollars in millions)
|
||||||||||||||||||
ADJUSTED AVERAGE BALANCES OF LOANS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Average total loans
|
|
$
|
83,248
|
|
|
$
|
80,692
|
|
|
$
|
79,846
|
|
|
$
|
81,333
|
|
|
$
|
79,634
|
|
Add: Purchasing card balances (1)
|
|
—
|
|
|
232
|
|
|
202
|
|
|
178
|
|
|
162
|
|
|||||
Less: Balances of residential first mortgage loans sold (2)
|
|
—
|
|
|
40
|
|
|
254
|
|
|
254
|
|
|
254
|
|
|||||
Less: Indirect—vehicles
|
|
2,421
|
|
|
3,217
|
|
|
3,660
|
|
|
4,103
|
|
|
3,828
|
|
|||||
Adjusted average total loans (non-GAAP)
|
|
$
|
80,827
|
|
|
$
|
77,667
|
|
|
$
|
76,134
|
|
|
$
|
77,154
|
|
|
$
|
75,714
|
|
|
|
Year Ended December 31
|
||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
|
(Dollars in millions, except per share data)
|
||||||||||||||||||
INCOME — CONSOLIDATED
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (GAAP)
|
|
$
|
1,582
|
|
|
$
|
1,759
|
|
|
$
|
1,263
|
|
|
$
|
1,163
|
|
|
$
|
1,062
|
|
Preferred dividends (GAAP)
|
|
(79
|
)
|
|
(64
|
)
|
|
(64
|
)
|
|
(64
|
)
|
|
(64
|
)
|
|||||
Net income available to common shareholders (GAAP)
|
A
|
$
|
1,503
|
|
|
$
|
1,695
|
|
|
$
|
1,199
|
|
|
$
|
1,099
|
|
|
$
|
998
|
|
Income (loss) from discontinued operations, net of tax
|
|
—
|
|
|
191
|
|
|
22
|
|
|
9
|
|
|
(9
|
)
|
|||||
Net income from continuing operations available to common shareholders (GAAP)
|
B
|
$
|
1,503
|
|
|
$
|
1,504
|
|
|
$
|
1,177
|
|
|
$
|
1,090
|
|
|
$
|
1,007
|
|
ADJUSTED EFFICIENCY AND FEE INCOME RATIOS — CONTINUING OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-interest expense (GAAP)
|
C
|
$
|
3,489
|
|
|
$
|
3,570
|
|
|
$
|
3,491
|
|
|
$
|
3,483
|
|
|
$
|
3,478
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Contribution to Regions Financial Corporation foundation
|
|
—
|
|
|
(60
|
)
|
|
(40
|
)
|
|
—
|
|
|
—
|
|
|||||
Professional, legal and regulatory expenses (3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(48
|
)
|
|||||
Branch consolidation, property and equipment charges
|
|
(25
|
)
|
|
(11
|
)
|
|
(22
|
)
|
|
(58
|
)
|
|
(56
|
)
|
|||||
Expenses associated with residential mortgage loan sale
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Loss on early extinguishment of debt
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
(43
|
)
|
|||||
Salary and employee benefits—severance charges
|
|
(5
|
)
|
|
(61
|
)
|
|
(10
|
)
|
|
(21
|
)
|
|
(6
|
)
|
|||||
Adjusted non-interest expense (non-GAAP)
|
D
|
$
|
3,443
|
|
|
$
|
3,434
|
|
|
$
|
3,419
|
|
|
$
|
3,387
|
|
|
$
|
3,325
|
|
Net interest income and other financing income (GAAP)
|
E
|
$
|
3,745
|
|
|
$
|
3,735
|
|
|
$
|
3,539
|
|
|
$
|
3,398
|
|
|
$
|
3,305
|
|
Reduction in leveraged lease interest income resulting from tax reform
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|||||
Adjusted net interest income and other financing income (non-GAAP)
|
F
|
$
|
3,745
|
|
|
$
|
3,735
|
|
|
$
|
3,545
|
|
|
$
|
3,398
|
|
|
$
|
3,305
|
|
Net interest income and other financing income (GAAP)
|
|
$
|
3,745
|
|
|
$
|
3,735
|
|
|
$
|
3,539
|
|
|
$
|
3,398
|
|
|
$
|
3,305
|
|
Taxable-equivalent adjustment
|
|
53
|
|
|
51
|
|
|
90
|
|
|
84
|
|
|
75
|
|
|||||
Net interest income and other financing income, taxable-equivalent basis - continuing operations
|
G
|
3,798
|
|
|
3,786
|
|
|
3,629
|
|
|
3,482
|
|
|
3,380
|
|
|||||
Reduction in leveraged lease interest income resulting from Tax Reform
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|||||
Adjusted net interest income and other financing income, taxable equivalent basis (non-GAAP)
|
H
|
$
|
3,798
|
|
|
$
|
3,786
|
|
|
$
|
3,635
|
|
|
$
|
3,482
|
|
|
$
|
3,380
|
|
Net interest margin (GAAP) (4)
|
|
3.45
|
%
|
|
3.50
|
%
|
|
3.32
|
%
|
|
3.14
|
%
|
|
3.13
|
%
|
|||||
Reduction in leveraged lease interest income resulting from Tax Reform
|
|
—
|
|
|
—
|
|
|
0.01
|
|
|
—
|
|
|
—
|
|
|||||
Adjusted net interest margin (non-GAAP)
|
|
3.45
|
%
|
|
3.50
|
%
|
|
3.33
|
%
|
|
3.14
|
%
|
|
3.13
|
%
|
|||||
Non-interest income (GAAP)
|
I
|
$
|
2,116
|
|
|
$
|
2,019
|
|
|
$
|
1,962
|
|
|
$
|
2,011
|
|
|
$
|
1,937
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Securities (gains) losses, net
|
|
28
|
|
|
(1
|
)
|
|
(19
|
)
|
|
(6
|
)
|
|
(29
|
)
|
|||||
Insurance proceeds (5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50
|
)
|
|
(91
|
)
|
|||||
Leveraged lease termination gains
|
|
(1
|
)
|
|
(8
|
)
|
|
(1
|
)
|
|
(8
|
)
|
|
(8
|
)
|
|||||
Gain on sale of affordable housing residential mortgage loans (6)
|
|
(8
|
)
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
|
—
|
|
|||||
Adjusted non-interest income (non-GAAP)
|
J
|
$
|
2,135
|
|
|
$
|
2,010
|
|
|
$
|
1,937
|
|
|
$
|
1,942
|
|
|
$
|
1,809
|
|
Total revenue
|
E+I=K
|
$
|
5,861
|
|
|
$
|
5,754
|
|
|
$
|
5,501
|
|
|
$
|
5,409
|
|
|
$
|
5,242
|
|
Adjusted total revenue (non-GAAP)
|
F+J=L
|
$
|
5,880
|
|
|
$
|
5,745
|
|
|
$
|
5,482
|
|
|
$
|
5,340
|
|
|
$
|
5,114
|
|
Total revenue, taxable-equivalent basis
|
G+I=M
|
$
|
5,914
|
|
|
$
|
5,805
|
|
|
$
|
5,591
|
|
|
$
|
5,493
|
|
|
$
|
5,317
|
|
Adjusted total revenue, taxable-equivalent basis (non-GAAP)
|
H+J=N
|
$
|
5,933
|
|
|
$
|
5,796
|
|
|
$
|
5,572
|
|
|
$
|
5,424
|
|
|
$
|
5,189
|
|
Efficiency ratio (GAAP)
|
C/M
|
58.99
|
%
|
|
61.50
|
%
|
|
62.44
|
%
|
|
63.42
|
%
|
|
65.42
|
%
|
|||||
Adjusted efficiency ratio (non-GAAP)
|
D/N
|
58.03
|
%
|
|
59.26
|
%
|
|
61.35
|
%
|
|
62.46
|
%
|
|
64.08
|
%
|
|||||
Fee income ratio (GAAP)
|
I/M
|
35.78
|
%
|
|
34.78
|
%
|
|
35.09
|
%
|
|
36.62
|
%
|
|
36.42
|
%
|
|||||
Adjusted fee income ratio (non-GAAP)
|
J/N
|
36.00
|
%
|
|
34.68
|
%
|
|
34.80
|
%
|
|
35.82
|
%
|
|
34.87
|
%
|
|||||
|
|
|
Year Ended December 31
|
||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
|
(Dollars in millions, except share data)
|
||||||||||||||||||
RETURN ON AVERAGE TANGIBLE COMMON STOCKHOLDERS' EQUITY — CONSOLIDATED
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Average stockholders’ equity (GAAP)
|
|
$
|
16,082
|
|
|
$
|
15,381
|
|
|
$
|
16,665
|
|
|
$
|
17,126
|
|
|
$
|
16,916
|
|
Less: Average intangible assets (GAAP)
|
|
4,943
|
|
|
5,010
|
|
|
5,103
|
|
|
5,125
|
|
|
5,099
|
|
|||||
Average deferred tax liability related to intangibles (GAAP)
|
|
(94
|
)
|
|
(97
|
)
|
|
(148
|
)
|
|
(162
|
)
|
|
(170
|
)
|
|||||
Average preferred stock (GAAP)
|
|
1,151
|
|
|
820
|
|
|
820
|
|
|
820
|
|
|
848
|
|
|||||
Average tangible common stockholders’ equity (non-GAAP)
|
O
|
$
|
10,082
|
|
|
$
|
9,648
|
|
|
$
|
10,890
|
|
|
$
|
11,343
|
|
|
$
|
11,139
|
|
Return on average tangible common stockholders’ equity (non-GAAP)
|
A/O
|
14.91
|
%
|
|
17.57
|
%
|
|
11.01
|
%
|
|
9.69
|
%
|
|
8.96
|
%
|
RETURN ON AVERAGE TANGIBLE COMMON STOCKHOLDERS' EQUITY — CONTINUING OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Average stockholders’ equity (GAAP) (7)
|
|
$
|
16,082
|
|
|
$
|
15,381
|
|
|
$
|
16,665
|
|
|
$
|
17,126
|
|
|
$
|
16,916
|
|
Less: Average intangible assets (GAAP) (7)
|
|
4,943
|
|
|
5,010
|
|
|
5,103
|
|
|
5,125
|
|
|
5,099
|
|
|||||
Average deferred tax liability related to intangibles (GAAP) (7)
|
|
(94
|
)
|
|
(97
|
)
|
|
(148
|
)
|
|
(162
|
)
|
|
(170
|
)
|
|||||
Average preferred stock (GAAP) (7)
|
|
1,151
|
|
|
820
|
|
|
820
|
|
|
820
|
|
|
848
|
|
|||||
Average tangible common stockholders’ equity (non-GAAP) (7)
|
P
|
$
|
10,082
|
|
|
$
|
9,648
|
|
|
$
|
10,890
|
|
|
$
|
11,343
|
|
|
$
|
11,139
|
|
Return on average tangible common stockholders’ equity (non-GAAP)
|
B/P
|
14.91
|
%
|
|
15.59
|
%
|
|
10.80
|
%
|
|
9.61
|
%
|
|
9.04
|
%
|
|||||
TANGIBLE COMMON RATIOS — CONSOLIDATED
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ending stockholders’ equity (GAAP)
|
|
$
|
16,295
|
|
|
$
|
15,090
|
|
|
$
|
16,192
|
|
|
$
|
16,664
|
|
|
$
|
16,844
|
|
Less: Ending intangible assets (GAAP)
|
|
4,950
|
|
|
4,944
|
|
|
5,081
|
|
|
5,125
|
|
|
5,137
|
|
|||||
Ending deferred tax liability related to intangibles (GAAP)
|
|
(92
|
)
|
|
(94
|
)
|
|
(99
|
)
|
|
(155
|
)
|
|
(165
|
)
|
|||||
Ending preferred stock (GAAP)
|
|
1,310
|
|
|
820
|
|
|
820
|
|
|
820
|
|
|
820
|
|
|||||
Ending tangible common stockholders’ equity (non-GAAP)
|
Q
|
$
|
10,127
|
|
|
$
|
9,420
|
|
|
$
|
10,390
|
|
|
$
|
10,874
|
|
|
$
|
11,052
|
|
Ending total assets (GAAP)
|
|
$
|
126,240
|
|
|
$
|
125,688
|
|
|
$
|
124,294
|
|
|
$
|
125,968
|
|
|
$
|
126,050
|
|
Less: Ending intangible assets (GAAP)
|
|
4,950
|
|
|
4,944
|
|
|
5,081
|
|
|
5,125
|
|
|
5,137
|
|
|||||
Ending deferred tax liability related to intangibles (GAAP)
|
|
(92
|
)
|
|
(94
|
)
|
|
(99
|
)
|
|
(155
|
)
|
|
(165
|
)
|
|||||
Ending tangible assets (non-GAAP)
|
R
|
$
|
121,382
|
|
|
$
|
120,838
|
|
|
$
|
119,312
|
|
|
$
|
120,998
|
|
|
$
|
121,078
|
|
End of period shares outstanding
|
S
|
957
|
|
|
1,025
|
|
|
1,134
|
|
|
1,215
|
|
|
1,297
|
|
|||||
Tangible common stockholders’ equity to tangible assets (non-GAAP)
|
Q/R
|
8.34
|
%
|
|
7.80
|
%
|
|
8.71
|
%
|
|
8.99
|
%
|
|
9.13
|
%
|
|||||
Tangible common book value per share (non-GAAP)
|
Q/S
|
$
|
10.58
|
|
|
$
|
9.19
|
|
|
$
|
9.16
|
|
|
$
|
8.95
|
|
|
$
|
8.52
|
|
(1)
|
On December 31, 2018, purchasing cards were reclassified to commercial and industrial loans from other assets.
|
(2)
|
Adjustments to average loan balances assume a simple day-weighted average impact for the year ended December 31, 2018, and are equal to the ending balance of the residential first mortgage loans sold for the prior periods.
|
(3)
|
Regions recorded $3 million and $50 million of contingent legal and regulatory accruals during the second quarter of 2016 and the second quarter of 2015, respectively, related to previously disclosed matters. Fourth quarter of 2014 accruals were settled in the second quarter of 2015 for $2 million less than originally estimated and a corresponding recovery was recognized.
|
(4)
|
Refer to Table 3 for computation of net interest margin.
|
(5)
|
Insurance proceeds recognized in the third quarter of 2016 are related to the previously disclosed settlement with the Department of Housing and Urban Development. Insurance proceeds recognized in 2015 are related to the settlement of the previously disclosed 2010 class-action lawsuit.
|
(6)
|
In the first quarter of 2019, the Company sold $167 million of affordable housing residential mortgage loans for a gain of $8 million. In the fourth quarter of 2016, the Company sold affordable housing residential mortgage loans to FHLMC for a $5 million gain. Approximately $91 million were sold with recourse, resulting in a deferred gain of $5 million, which was recognized during the second quarter of 2017.
|
(7)
|
Due to the immaterial impact of the discontinued operations, the balance sheet has not been presented on a continuing operations basis.
|
|
Year Ended December 31
|
|||||||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||||||||||||||
|
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)
|
|||||||||||||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Federal funds sold and securities purchased under agreements to resell
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
1
|
|
|
$
|
—
|
|
|
—
|
%
|
Debt securities-taxable (1)
|
24,274
|
|
|
643
|
|
|
2.65
|
|
|
25,005
|
|
|
626
|
|
|
2.50
|
|
|
25,132
|
|
|
597
|
|
|
2.38
|
|
||||||
Loans held for sale
|
450
|
|
|
17
|
|
|
3.75
|
|
|
386
|
|
|
15
|
|
|
3.98
|
|
|
474
|
|
|
16
|
|
|
3.35
|
|
||||||
Loans, net of unearned
income (2)(3)
|
83,248
|
|
|
3,919
|
|
|
4.69
|
|
|
80,692
|
|
|
3,664
|
|
|
4.52
|
|
|
79,846
|
|
|
3,318
|
|
|
4.14
|
|
||||||
Investment in operating leases, net
|
334
|
|
|
11
|
|
|
3.52
|
|
|
426
|
|
|
14
|
|
|
3.26
|
|
|
603
|
|
|
19
|
|
|
3.11
|
|
||||||
Other earning assets
|
1,868
|
|
|
59
|
|
|
3.10
|
|
|
2,465
|
|
|
70
|
|
|
2.84
|
|
|
3,274
|
|
|
53
|
|
|
1.60
|
|
||||||
Total earning assets
|
110,174
|
|
|
4,649
|
|
|
4.21
|
|
|
108,974
|
|
|
4,389
|
|
|
4.01
|
|
|
109,330
|
|
|
4,003
|
|
|
3.66
|
|
||||||
Unrealized gains/(losses) on debt securities available for sale, net
|
(5
|
)
|
|
|
|
|
|
(742
|
)
|
|
|
|
|
|
(115
|
)
|
|
|
|
|
||||||||||||
Allowance for loan losses
|
(857
|
)
|
|
|
|
|
|
(863
|
)
|
|
|
|
|
|
(1,062
|
)
|
|
|
|
|
||||||||||||
Cash and due from banks
|
1,895
|
|
|
|
|
|
|
1,975
|
|
|
|
|
|
|
1,899
|
|
|
|
|
|
||||||||||||
Other non-earning assets
|
13,903
|
|
|
|
|
|
|
14,036
|
|
|
|
|
|
|
13,924
|
|
|
|
|
|
||||||||||||
|
$
|
125,110
|
|
|
|
|
|
|
$
|
123,380
|
|
|
|
|
|
|
$
|
123,976
|
|
|
|
|
|
|||||||||
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Savings
|
$
|
8,719
|
|
|
14
|
|
|
0.16
|
|
|
$
|
8,838
|
|
|
14
|
|
|
0.16
|
|
|
$
|
8,284
|
|
|
12
|
|
|
0.15
|
|
|||
Interest-bearing checking
|
18,772
|
|
|
125
|
|
|
0.67
|
|
|
19,167
|
|
|
79
|
|
|
0.41
|
|
|
19,294
|
|
|
38
|
|
|
0.19
|
|
||||||
Money market
|
24,637
|
|
|
167
|
|
|
0.68
|
|
|
24,181
|
|
|
86
|
|
|
0.35
|
|
|
26,498
|
|
|
45
|
|
|
0.17
|
|
||||||
Time deposits
|
7,632
|
|
|
123
|
|
|
1.61
|
|
|
6,665
|
|
|
69
|
|
|
1.05
|
|
|
6,969
|
|
|
60
|
|
|
0.87
|
|
||||||
Other deposits
|
784
|
|
|
18
|
|
|
2.26
|
|
|
123
|
|
|
2
|
|
|
1.99
|
|
|
34
|
|
|
1
|
|
|
1.39
|
|
||||||
Total interest-bearing deposits (4)
|
60,544
|
|
|
447
|
|
|
0.74
|
|
|
58,974
|
|
|
250
|
|
|
0.42
|
|
|
61,079
|
|
|
156
|
|
|
0.26
|
|
||||||
Federal funds purchased and securities sold under agreements to repurchase
|
227
|
|
|
5
|
|
|
2.28
|
|
|
135
|
|
|
3
|
|
|
1.98
|
|
|
9
|
|
|
—
|
|
|
—
|
|
||||||
Short-term borrowings
|
2,014
|
|
|
48
|
|
|
2.35
|
|
|
1,262
|
|
|
27
|
|
|
2.15
|
|
|
439
|
|
|
5
|
|
|
1.06
|
|
||||||
Long-term borrowings
|
10,126
|
|
|
351
|
|
|
3.43
|
|
|
9,977
|
|
|
322
|
|
|
3.19
|
|
|
7,076
|
|
|
212
|
|
|
2.98
|
|
||||||
Total interest-bearing liabilities
|
72,911
|
|
|
851
|
|
|
1.17
|
|
|
70,348
|
|
|
602
|
|
|
0.86
|
|
|
68,603
|
|
|
373
|
|
|
0.54
|
|
||||||
Non-interest-bearing deposits (4)
|
33,869
|
|
|
—
|
|
|
—
|
|
|
35,464
|
|
|
—
|
|
|
—
|
|
|
36,262
|
|
|
—
|
|
|
—
|
|
||||||
Total funding sources
|
106,780
|
|
|
851
|
|
|
0.79
|
|
|
105,812
|
|
|
602
|
|
|
0.57
|
|
|
104,865
|
|
|
373
|
|
|
0.35
|
|
||||||
Net interest spread
|
|
|
|
|
3.04
|
|
|
|
|
|
|
3.15
|
|
|
|
|
|
|
3.11
|
|
||||||||||||
Other liabilities
|
2,245
|
|
|
|
|
|
|
2,187
|
|
|
|
|
|
|
2,450
|
|
|
|
|
|
||||||||||||
Stockholders’ equity
|
16,082
|
|
|
|
|
|
|
15,381
|
|
|
|
|
|
|
16,661
|
|
|
|
|
|
||||||||||||
Noncontrolling Interest
|
3
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
|
||||||||||||
|
$
|
125,110
|
|
|
|
|
|
|
$
|
123,380
|
|
|
|
|
|
|
$
|
123,976
|
|
|
|
|
|
|||||||||
Net interest income and other financing income/margin on a taxable-equivalent basis (5)
|
|
|
$
|
3,798
|
|
|
3.45
|
%
|
|
|
|
$
|
3,787
|
|
|
3.48
|
%
|
|
|
|
$
|
3,630
|
|
|
3.32
|
%
|
(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 $7 million, $21 million and $24 million for the years ended December 31, 2019, 2018 and 2017, 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-
|
(5)
|
The computation of taxable-equivalent net interest income and other financing income is based on the statutory federal income tax rate of 21% for both December 31, 2019 and December 31, 2018 and 35% for December 31, 2017, adjusted for applicable state income taxes net of the related federal tax benefit.
|
|
2019 Compared to 2018
|
|
2018 Compared to 2017
|
||||||||||||||||||||
|
Change Due to
|
|
Change Due to
|
||||||||||||||||||||
|
Volume
|
|
Yield/
Rate
|
|
Net
|
|
Volume
|
|
Yield/
Rate
|
|
Net
|
||||||||||||
|
(Taxable-equivalent basis—in millions)
|
||||||||||||||||||||||
Interest income including other financing income on:
|
|
||||||||||||||||||||||
Debt securities-taxable
|
$
|
(19
|
)
|
|
$
|
36
|
|
|
$
|
17
|
|
|
$
|
(3
|
)
|
|
$
|
32
|
|
|
$
|
29
|
|
Loans held for sale
|
3
|
|
|
(1
|
)
|
|
2
|
|
|
(3
|
)
|
|
2
|
|
|
(1
|
)
|
||||||
Loans, including fees
|
117
|
|
|
138
|
|
|
255
|
|
|
36
|
|
|
310
|
|
|
346
|
|
||||||
Investment in operating leases, net
|
(4
|
)
|
|
1
|
|
|
(3
|
)
|
|
(6
|
)
|
|
1
|
|
|
(5
|
)
|
||||||
Other earning assets
|
(17
|
)
|
|
6
|
|
|
(11
|
)
|
|
(16
|
)
|
|
33
|
|
|
17
|
|
||||||
Total earning assets
|
80
|
|
|
180
|
|
|
260
|
|
|
8
|
|
|
378
|
|
|
386
|
|
||||||
Interest expense on:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Savings
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
2
|
|
||||||
Interest-bearing checking
|
(2
|
)
|
|
48
|
|
|
46
|
|
|
—
|
|
|
41
|
|
|
41
|
|
||||||
Money market
|
2
|
|
|
79
|
|
|
81
|
|
|
(4
|
)
|
|
45
|
|
|
41
|
|
||||||
Time deposits
|
11
|
|
|
43
|
|
|
54
|
|
|
(3
|
)
|
|
12
|
|
|
9
|
|
||||||
Other deposits
|
16
|
|
|
—
|
|
|
16
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Total interest-bearing deposits
|
27
|
|
|
170
|
|
|
197
|
|
|
(5
|
)
|
|
99
|
|
|
94
|
|
||||||
Federal funds purchased and securities sold under agreements to repurchase
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||||
Short-term borrowings
|
18
|
|
|
3
|
|
|
21
|
|
|
14
|
|
|
8
|
|
|
22
|
|
||||||
Long-term borrowings
|
5
|
|
|
24
|
|
|
29
|
|
|
94
|
|
|
16
|
|
|
110
|
|
||||||
Total interest-bearing liabilities
|
52
|
|
|
197
|
|
|
249
|
|
|
103
|
|
|
126
|
|
|
229
|
|
||||||
Increase (decrease) in net interest income and other financing income
|
$
|
28
|
|
|
$
|
(17
|
)
|
|
$
|
11
|
|
|
$
|
(95
|
)
|
|
$
|
252
|
|
|
$
|
157
|
|
•
|
The change in interest not due solely to volume or yield/rate has been allocated to the volume column and yield/rate column in proportion to the relationship of the absolute dollar amounts of the change in each.
|
•
|
The computation of taxable-equivalent net interest income and other financing income is based on the statutory federal income tax rate of 21% for both December 31, 2019 and 2018 and 35% for December 31, 2017, adjusted for applicable state income taxes net of the related federal tax benefit.
|
|
Year Ended December 31
|
|
Change 2019 vs. 2018
|
|||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
Amount
|
|
Percent
|
|||||||||
|
(Dollars in millions)
|
|||||||||||||||||
Service charges on deposit accounts
|
$
|
729
|
|
|
$
|
710
|
|
|
$
|
683
|
|
|
$
|
19
|
|
|
2.7
|
%
|
Card and ATM fees
|
455
|
|
|
438
|
|
|
417
|
|
|
17
|
|
|
3.9
|
%
|
||||
Investment management and trust fee income
|
243
|
|
|
235
|
|
|
230
|
|
|
8
|
|
|
3.4
|
%
|
||||
Capital markets income
|
178
|
|
|
202
|
|
|
161
|
|
|
(24
|
)
|
|
(11.9
|
)%
|
||||
Mortgage income
|
163
|
|
|
137
|
|
|
149
|
|
|
26
|
|
|
19.0
|
%
|
||||
Investment services fee income
|
79
|
|
|
71
|
|
|
60
|
|
|
8
|
|
|
11.3
|
%
|
||||
Bank-owned life insurance
|
78
|
|
|
65
|
|
|
81
|
|
|
13
|
|
|
20.0
|
%
|
||||
Commercial credit fee income
|
73
|
|
|
71
|
|
|
71
|
|
|
2
|
|
|
2.8
|
%
|
||||
Securities gains (losses), net
|
(28
|
)
|
|
1
|
|
|
19
|
|
|
(29
|
)
|
|
NM
|
|
||||
Market value adjustments on employee benefit assets - defined benefit
|
5
|
|
|
(6
|
)
|
|
—
|
|
|
11
|
|
|
NM
|
|
||||
Market value adjustments on employee benefit assets - other
|
11
|
|
|
(5
|
)
|
|
16
|
|
|
16
|
|
|
NM
|
|
||||
Other miscellaneous income
|
130
|
|
|
100
|
|
|
75
|
|
|
30
|
|
|
30.0
|
%
|
||||
|
$
|
2,116
|
|
|
$
|
2,019
|
|
|
$
|
1,962
|
|
|
$
|
97
|
|
|
4.8
|
%
|
|
Year Ended December 31
|
|
Change 2019 vs. 2018
|
|||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
Amount
|
|
Percent
|
|||||||||
|
(Dollars in millions)
|
|||||||||||||||||
Salaries and employee benefits
|
$
|
1,916
|
|
|
$
|
1,947
|
|
|
$
|
1,874
|
|
|
$
|
(31
|
)
|
|
(1.6
|
)%
|
Furniture and equipment expense
|
325
|
|
|
325
|
|
|
326
|
|
|
—
|
|
|
—
|
%
|
||||
Net occupancy expense
|
321
|
|
|
335
|
|
|
339
|
|
|
(14
|
)
|
|
(4.2
|
)%
|
||||
Outside services
|
189
|
|
|
187
|
|
|
172
|
|
|
2
|
|
|
1.1
|
%
|
||||
Marketing
|
97
|
|
|
92
|
|
|
93
|
|
|
5
|
|
|
5.4
|
%
|
||||
Professional, legal and regulatory expenses
|
95
|
|
|
119
|
|
|
93
|
|
|
(24
|
)
|
|
(20.2
|
)%
|
||||
Credit/checkcard expenses
|
68
|
|
|
57
|
|
|
50
|
|
|
11
|
|
|
19.3
|
%
|
||||
FDIC insurance assessments
|
48
|
|
|
85
|
|
|
108
|
|
|
(37
|
)
|
|
(43.5
|
)%
|
||||
Branch consolidation, property and equipment charges
|
25
|
|
|
11
|
|
|
22
|
|
|
14
|
|
|
127.3
|
%
|
||||
Visa class B shares expense
|
14
|
|
|
10
|
|
|
19
|
|
|
4
|
|
|
40.0
|
%
|
||||
Provision (credit) for unfunded credit losses
|
(6
|
)
|
|
(2
|
)
|
|
(16
|
)
|
|
(4
|
)
|
|
NM
|
|
||||
Loss on early extinguishment of debt
|
16
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
NM
|
|
||||
Other miscellaneous expenses
|
381
|
|
|
404
|
|
|
411
|
|
|
(23
|
)
|
|
(5.7
|
)%
|
||||
|
$
|
3,489
|
|
|
$
|
3,570
|
|
|
$
|
3,491
|
|
|
$
|
(81
|
)
|
|
(2.3
|
)%
|
•
|
History of earnings - In 2019, the Company has continued its positive earnings trend with positive earnings from 2012 through 2019. There is no history of significant tax carryforwards expiring unused.
|
•
|
Reversals of taxable temporary differences - The Company anticipates that future reversals of taxable temporary differences, including the accretion of taxable temporary differences related to leveraged leases acquired in a prior business combination, can absorb up to approximately $718 million of deferred tax assets, which is significantly larger than the $461 deferred tax asset balance net of valuation allowance at December 31, 2019.
|
•
|
Creation of future taxable income - The Company has projected future taxable income that could offset excess deferred tax assets.
|
•
|
Ability to implement tax planning strategies - The Company has the ability to implement tax planning strategies such as asset sales to maximize the realization of deferred tax assets.
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In millions)
|
||||||||||
U.S. Treasury securities
|
$
|
182
|
|
|
$
|
280
|
|
|
$
|
331
|
|
Federal agency securities
|
43
|
|
|
43
|
|
|
28
|
|
|||
Mortgage-backed securities:
|
|
|
|
|
|
||||||
Residential agency
|
16,226
|
|
|
17,475
|
|
|
18,442
|
|
|||
Residential non-agency
|
1
|
|
|
2
|
|
|
3
|
|
|||
Commercial agency
|
5,388
|
|
|
4,466
|
|
|
4,361
|
|
|||
Commercial non-agency
|
647
|
|
|
760
|
|
|
788
|
|
|||
Corporate and other debt securities
|
1,451
|
|
|
1,185
|
|
|
1,108
|
|
|||
|
$
|
23,938
|
|
|
$
|
24,211
|
|
|
$
|
25,061
|
|
|
Debt Securities Maturing as of December 31, 2019
|
||||||||||||||||||
|
Within One
Year
|
|
After One But
Within Five
Years
|
|
After Five But
Within Ten
Years
|
|
After Ten
Years
|
|
Total
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||
U.S. Treasury securities
|
$
|
4
|
|
|
$
|
161
|
|
|
$
|
6
|
|
|
$
|
11
|
|
|
$
|
182
|
|
Federal agency securities
|
—
|
|
|
13
|
|
|
1
|
|
|
29
|
|
|
43
|
|
|||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential agency
|
1
|
|
|
48
|
|
|
756
|
|
|
15,421
|
|
|
16,226
|
|
|||||
Residential non-agency
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Commercial agency
|
57
|
|
|
884
|
|
|
3,981
|
|
|
466
|
|
|
5,388
|
|
|||||
Commercial non-agency
|
—
|
|
|
—
|
|
|
—
|
|
|
647
|
|
|
647
|
|
|||||
Corporate and other debt securities
|
75
|
|
|
936
|
|
|
425
|
|
|
15
|
|
|
1,451
|
|
|||||
|
$
|
137
|
|
|
$
|
2,042
|
|
|
$
|
5,170
|
|
|
$
|
16,589
|
|
|
$
|
23,938
|
|
Weighted-average yield (1)
|
2.62
|
%
|
|
2.63
|
%
|
|
2.64
|
%
|
|
2.69
|
%
|
|
2.68
|
%
|
(1)
|
The weighted-average yields are calculated on the basis of the yield to maturity based on the carrying value of each debt security. The yields presented in Table 3 are calculated based on the amortized cost of each debt security and yields earned throughout each year.
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
(In millions, net of unearned income)
|
||||||||||||||||||
Commercial and industrial
|
$
|
39,971
|
|
|
$
|
39,282
|
|
|
$
|
36,115
|
|
|
$
|
35,012
|
|
|
$
|
35,821
|
|
Commercial real estate mortgage—owner-occupied
|
5,537
|
|
|
5,549
|
|
|
6,193
|
|
|
6,867
|
|
|
7,538
|
|
|||||
Commercial real estate construction—owner-occupied
|
331
|
|
|
384
|
|
|
332
|
|
|
334
|
|
|
423
|
|
|||||
Total commercial
|
45,839
|
|
|
45,215
|
|
|
42,640
|
|
|
42,213
|
|
|
43,782
|
|
|||||
Commercial investor real estate mortgage
|
4,936
|
|
|
4,650
|
|
|
4,062
|
|
|
4,087
|
|
|
4,255
|
|
|||||
Commercial investor real estate construction
|
1,621
|
|
|
1,786
|
|
|
1,772
|
|
|
2,387
|
|
|
2,692
|
|
|||||
Total investor real estate
|
6,557
|
|
|
6,436
|
|
|
5,834
|
|
|
6,474
|
|
|
6,947
|
|
|||||
Residential first mortgage
|
14,485
|
|
|
14,276
|
|
|
14,061
|
|
|
13,440
|
|
|
12,811
|
|
|||||
Home equity
|
8,384
|
|
|
9,257
|
|
|
10,164
|
|
|
10,687
|
|
|
10,978
|
|
|||||
Indirect—vehicles
|
1,812
|
|
|
3,053
|
|
|
3,326
|
|
|
4,040
|
|
|
3,984
|
|
|||||
Indirect—other consumer
|
3,249
|
|
|
2,349
|
|
|
1,467
|
|
|
920
|
|
|
545
|
|
|||||
Consumer credit card
|
1,387
|
|
|
1,345
|
|
|
1,290
|
|
|
1,196
|
|
|
1,075
|
|
|||||
Other consumer
|
1,250
|
|
|
1,221
|
|
|
1,165
|
|
|
1,125
|
|
|
1,040
|
|
|||||
Total consumer
|
30,567
|
|
|
31,501
|
|
|
31,473
|
|
|
31,408
|
|
|
30,433
|
|
|||||
|
$
|
82,963
|
|
|
$
|
83,152
|
|
|
$
|
79,947
|
|
|
$
|
80,095
|
|
|
$
|
81,162
|
|
|
Loans Maturing as of December 31, 2019 (1)
|
||||||||||||||
|
Within
One Year
|
|
After One
But Within
Five Years
|
|
After
Five
Years
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Commercial and industrial (2)
|
$
|
5,646
|
|
|
$
|
25,437
|
|
|
$
|
8,646
|
|
|
$
|
39,729
|
|
Commercial real estate mortgage—owner-occupied
|
520
|
|
|
2,258
|
|
|
2,759
|
|
|
5,537
|
|
||||
Commercial real estate construction—owner-occupied
|
10
|
|
|
66
|
|
|
255
|
|
|
331
|
|
||||
Total commercial
|
6,176
|
|
|
27,761
|
|
|
11,660
|
|
|
45,597
|
|
||||
Commercial investor real estate mortgage
|
1,160
|
|
|
3,472
|
|
|
304
|
|
|
4,936
|
|
||||
Commercial investor real estate construction
|
260
|
|
|
1,358
|
|
|
3
|
|
|
1,621
|
|
||||
Total investor real estate
|
1,420
|
|
|
4,830
|
|
|
307
|
|
|
6,557
|
|
||||
|
$
|
7,596
|
|
|
$
|
32,591
|
|
|
$
|
11,967
|
|
|
$
|
52,154
|
|
|
Predetermined
Rate
|
|
Variable
Rate
|
||||
|
(In millions)
|
||||||
Due after one year but within five years
|
$
|
4,992
|
|
|
$
|
27,599
|
|
Due after five years
|
8,327
|
|
|
3,640
|
|
||
|
$
|
13,319
|
|
|
$
|
31,239
|
|
|
2019
|
||||||||||
|
Loans
|
|
Unfunded Commitments
|
|
Total Exposure
|
||||||
|
(In millions)
|
||||||||||
Administrative, support, waste and repair
|
$
|
1,402
|
|
|
$
|
888
|
|
|
$
|
2,290
|
|
Agriculture
|
456
|
|
|
225
|
|
|
681
|
|
|||
Educational services
|
2,724
|
|
|
676
|
|
|
3,400
|
|
|||
Energy
|
2,172
|
|
|
2,528
|
|
|
4,700
|
|
|||
Financial services
|
4,588
|
|
|
4,257
|
|
|
8,845
|
|
|||
Government and public sector
|
2,825
|
|
|
522
|
|
|
3,347
|
|
|||
Healthcare
|
3,646
|
|
|
1,802
|
|
|
5,448
|
|
|||
Information
|
1,394
|
|
|
847
|
|
|
2,241
|
|
|||
Manufacturing
|
4,347
|
|
|
3,912
|
|
|
8,259
|
|
|||
Professional, scientific and technical services
|
1,970
|
|
|
1,299
|
|
|
3,269
|
|
|||
Real estate
|
7,067
|
|
|
7,224
|
|
|
14,291
|
|
|||
Religious, leisure, personal and non-profit services
|
1,748
|
|
|
769
|
|
|
2,517
|
|
|||
Restaurant, accommodation and lodging
|
1,780
|
|
|
420
|
|
|
2,200
|
|
|||
Retail trade
|
2,439
|
|
|
2,039
|
|
|
4,478
|
|
|||
Transportation and warehousing
|
1,885
|
|
|
1,250
|
|
|
3,135
|
|
|||
Utilities
|
1,774
|
|
|
2,437
|
|
|
4,211
|
|
|||
Wholesale goods
|
3,335
|
|
|
2,637
|
|
|
5,972
|
|
|||
Other (1)
|
287
|
|
|
2,095
|
|
|
2,382
|
|
|||
Total commercial
|
$
|
45,839
|
|
|
$
|
35,827
|
|
|
$
|
81,666
|
|
|
2018 (2)
|
||||||||||
|
Loans
|
|
Unfunded Commitments
|
|
Total Exposure
|
||||||
|
(In millions)
|
||||||||||
Administrative, support, waste and repair
|
$
|
1,353
|
|
|
$
|
882
|
|
|
$
|
2,235
|
|
Agriculture
|
550
|
|
|
235
|
|
|
785
|
|
|||
Educational services
|
2,500
|
|
|
606
|
|
|
3,106
|
|
|||
Energy
|
2,275
|
|
|
2,408
|
|
|
4,683
|
|
|||
Financial services
|
4,063
|
|
|
3,670
|
|
|
7,733
|
|
|||
Government and public sector
|
2,826
|
|
|
506
|
|
|
3,332
|
|
|||
Healthcare
|
3,854
|
|
|
1,869
|
|
|
5,723
|
|
|||
Information
|
1,446
|
|
|
1,002
|
|
|
2,448
|
|
|||
Manufacturing
|
4,543
|
|
|
4,061
|
|
|
8,604
|
|
|||
Professional, scientific and technical services
|
1,730
|
|
|
1,434
|
|
|
3,164
|
|
|||
Real estate
|
6,696
|
|
|
6,567
|
|
|
13,263
|
|
|||
Religious, leisure, personal and non-profit services
|
1,735
|
|
|
766
|
|
|
2,501
|
|
|||
Restaurant, accommodation and lodging
|
2,071
|
|
|
590
|
|
|
2,661
|
|
|||
Retail trade
|
2,362
|
|
|
2,267
|
|
|
4,629
|
|
|||
Transportation and warehousing
|
1,869
|
|
|
974
|
|
|
2,843
|
|
|||
Utilities
|
1,729
|
|
|
2,287
|
|
|
4,016
|
|
|||
Wholesale goods
|
3,356
|
|
|
2,549
|
|
|
5,905
|
|
|||
Other (1)
|
257
|
|
|
2,458
|
|
|
2,715
|
|
|||
Total commercial
|
$
|
45,215
|
|
|
$
|
35,131
|
|
|
$
|
80,346
|
|
(1)
|
"Other" contains balances related to non-classifiable and invalid business industry codes offset by payments in process and fee accounts that are not available at the loan level.
|
(2)
|
As customers' businesses evolve (e.g. up or down the vertical manufacturing chain), Regions may need to change the assigned business industry code used to define the customer relationship. When these changes occur, Regions does not recast the customer history for prior periods into the new classification because the business industry code used in the prior period was deemed appropriate. As a result, year over year changes may be impacted.
|
|
First Lien
|
|
% of Total
|
|
Second Lien
|
|
% of Total
|
|
Total
|
||||||||
|
(Dollars in millions)
|
||||||||||||||||
2020
|
$
|
100
|
|
|
1.88
|
%
|
|
$
|
76
|
|
|
1.43
|
%
|
|
$
|
176
|
|
2021
|
104
|
|
|
1.96
|
|
|
93
|
|
|
1.76
|
|
|
197
|
|
|||
2022
|
115
|
|
|
2.17
|
|
|
110
|
|
|
2.08
|
|
|
225
|
|
|||
2023
|
144
|
|
|
2.72
|
|
|
125
|
|
|
2.36
|
|
|
269
|
|
|||
2024
|
203
|
|
|
3.82
|
|
|
162
|
|
|
3.06
|
|
|
365
|
|
|||
2025-2029
|
2,123
|
|
|
40.07
|
|
|
1,941
|
|
|
36.61
|
|
|
4,064
|
|
|||
2030-2034
|
—
|
|
|
0.01
|
|
|
1
|
|
|
0.01
|
|
|
1
|
|
|||
Thereafter
|
2
|
|
|
0.03
|
|
|
1
|
|
|
0.03
|
|
|
3
|
|
|||
Total
|
$
|
2,791
|
|
|
52.66
|
%
|
|
$
|
2,509
|
|
|
47.34
|
%
|
|
$
|
5,300
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
Residential
First Mortgage
|
|
Home Equity
|
|
Residential
First Mortgage
|
|
Home Equity
|
||||||||||||||||
|
|
1st Lien
|
|
2nd Lien
|
|
|
1st Lien
|
|
2nd Lien
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Estimated current LTV:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Above 100%
|
$
|
32
|
|
|
$
|
17
|
|
|
$
|
23
|
|
|
$
|
64
|
|
|
$
|
28
|
|
|
$
|
52
|
|
80% - 100%
|
1,745
|
|
|
125
|
|
|
237
|
|
|
1,720
|
|
|
168
|
|
|
346
|
|
||||||
Below 80%
|
12,438
|
|
|
5,390
|
|
|
2,447
|
|
|
12,117
|
|
|
5,852
|
|
|
2,627
|
|
||||||
Data not available
|
270
|
|
|
49
|
|
|
96
|
|
|
375
|
|
|
66
|
|
|
118
|
|
||||||
|
$
|
14,485
|
|
|
$
|
5,581
|
|
|
$
|
2,803
|
|
|
$
|
14,276
|
|
|
$
|
6,114
|
|
|
$
|
3,143
|
|
|
December 31, 2019
|
||||||||||||||||||||||||||
|
Residential
First Mortgage
|
|
Home Equity
|
|
Indirect-Vehicles
|
|
Indirect-Other Consumer
|
|
Consumer
Credit Card
|
|
Other
Consumer
|
||||||||||||||||
|
|
1st Lien
|
|
2nd Lien
|
|
|
|
||||||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Below 620
|
$
|
715
|
|
|
$
|
239
|
|
|
$
|
127
|
|
|
$
|
204
|
|
|
$
|
81
|
|
|
$
|
110
|
|
|
$
|
71
|
|
620 - 680
|
738
|
|
|
389
|
|
|
210
|
|
|
191
|
|
|
255
|
|
|
238
|
|
|
152
|
|
|||||||
681 - 720
|
1,237
|
|
|
617
|
|
|
326
|
|
|
211
|
|
|
596
|
|
|
288
|
|
|
227
|
|
|||||||
Above 720
|
11,498
|
|
|
4,216
|
|
|
2,094
|
|
|
1,170
|
|
|
2,189
|
|
|
744
|
|
|
718
|
|
|||||||
Data not available
|
297
|
|
|
120
|
|
|
46
|
|
|
36
|
|
|
128
|
|
|
7
|
|
|
82
|
|
|||||||
|
$
|
14,485
|
|
|
$
|
5,581
|
|
|
$
|
2,803
|
|
|
$
|
1,812
|
|
|
$
|
3,249
|
|
|
$
|
1,387
|
|
|
$
|
1,250
|
|
|
December 31, 2018
|
||||||||||||||||||||||||||
|
Residential
First Mortgage
|
|
Home Equity
|
|
Indirect - Vehicles
|
|
Indirect-Other Consumer
|
|
Consumer
Credit Card
|
|
Other
Consumer
|
||||||||||||||||
|
|
1st Lien
|
|
2nd Lien
|
|
|
|
||||||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Below 620
|
$
|
700
|
|
|
$
|
239
|
|
|
$
|
142
|
|
|
$
|
272
|
|
|
$
|
56
|
|
|
$
|
98
|
|
|
$
|
69
|
|
620 - 680
|
747
|
|
|
429
|
|
|
259
|
|
|
332
|
|
|
212
|
|
|
229
|
|
|
148
|
|
|||||||
681 - 720
|
1,270
|
|
|
708
|
|
|
376
|
|
|
384
|
|
|
405
|
|
|
288
|
|
|
223
|
|
|||||||
Above 720
|
11,104
|
|
|
4,610
|
|
|
2,316
|
|
|
1,992
|
|
|
1,474
|
|
|
721
|
|
|
704
|
|
|||||||
Data not available
|
455
|
|
|
128
|
|
|
50
|
|
|
73
|
|
|
202
|
|
|
9
|
|
|
77
|
|
|||||||
|
$
|
14,276
|
|
|
$
|
6,114
|
|
|
$
|
3,143
|
|
|
$
|
3,053
|
|
|
$
|
2,349
|
|
|
$
|
1,345
|
|
|
$
|
1,221
|
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||
Allowance for loan losses at January 1
|
$
|
840
|
|
|
$
|
934
|
|
|
$
|
1,091
|
|
|
$
|
1,106
|
|
|
$
|
1,103
|
|
Loans charged-off:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
138
|
|
|
130
|
|
|
159
|
|
|
120
|
|
|
130
|
|
|||||
Commercial real estate mortgage—owner-occupied
|
11
|
|
|
18
|
|
|
17
|
|
|
22
|
|
|
24
|
|
|||||
Commercial real estate construction—owner-occupied
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|||||
Commercial investor real estate mortgage
|
1
|
|
|
9
|
|
|
2
|
|
|
2
|
|
|
15
|
|
|||||
Commercial investor real estate construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Residential first mortgage
|
4
|
|
|
14
|
|
|
11
|
|
|
15
|
|
|
26
|
|
|||||
Home equity
|
26
|
|
|
31
|
|
|
35
|
|
|
56
|
|
|
68
|
|
|||||
Indirect—vehicles
|
28
|
|
|
38
|
|
|
49
|
|
|
51
|
|
|
41
|
|
|||||
Indirect—other consumer
|
77
|
|
|
48
|
|
|
32
|
|
|
15
|
|
|
—
|
|
|||||
Consumer credit card
|
67
|
|
|
61
|
|
|
54
|
|
|
42
|
|
|
37
|
|
|||||
Other consumer
|
90
|
|
|
84
|
|
|
75
|
|
|
74
|
|
|
62
|
|
|||||
|
443
|
|
|
433
|
|
|
434
|
|
|
398
|
|
|
403
|
|
|||||
Recoveries of loans previously charged-off:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
24
|
|
|
37
|
|
|
33
|
|
|
32
|
|
|
51
|
|
|||||
Commercial real estate mortgage—owner-occupied
|
5
|
|
|
8
|
|
|
9
|
|
|
11
|
|
|
16
|
|
|||||
Commercial real estate construction—owner-occupied
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Commercial investor real estate mortgage
|
3
|
|
|
5
|
|
|
21
|
|
|
10
|
|
|
16
|
|
|||||
Commercial investor real estate construction
|
1
|
|
|
3
|
|
|
2
|
|
|
3
|
|
|
11
|
|
|||||
Residential first mortgage
|
3
|
|
|
6
|
|
|
4
|
|
|
3
|
|
|
8
|
|
|||||
Home equity
|
16
|
|
|
17
|
|
|
21
|
|
|
26
|
|
|
28
|
|
|||||
Indirect—vehicles
|
12
|
|
|
15
|
|
|
18
|
|
|
18
|
|
|
15
|
|
|||||
Indirect—other consumer
|
—
|
|
|
—
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|||||
Consumer credit card
|
9
|
|
|
7
|
|
|
6
|
|
|
6
|
|
|
6
|
|
|||||
Other consumer
|
12
|
|
|
12
|
|
|
11
|
|
|
11
|
|
|
14
|
|
|||||
|
85
|
|
|
110
|
|
|
127
|
|
|
121
|
|
|
165
|
|
|||||
Net charge-offs (recoveries):
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
114
|
|
|
93
|
|
|
126
|
|
|
88
|
|
|
79
|
|
|||||
Commercial real estate mortgage—owner-occupied
|
6
|
|
|
10
|
|
|
8
|
|
|
11
|
|
|
8
|
|
|||||
Commercial real estate construction—owner-occupied
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|||||
Commercial investor real estate mortgage
|
(2
|
)
|
|
4
|
|
|
(19
|
)
|
|
(8
|
)
|
|
(1
|
)
|
|||||
Commercial investor real estate construction
|
(1
|
)
|
|
(3
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|
(11
|
)
|
|||||
Residential first mortgage
|
1
|
|
|
8
|
|
|
7
|
|
|
12
|
|
|
18
|
|
|||||
Home equity
|
10
|
|
|
14
|
|
|
14
|
|
|
30
|
|
|
40
|
|
|||||
Indirect—vehicles
|
16
|
|
|
23
|
|
|
31
|
|
|
33
|
|
|
26
|
|
|||||
Indirect—other consumer
|
77
|
|
|
48
|
|
|
30
|
|
|
14
|
|
|
—
|
|
|||||
Consumer credit card
|
58
|
|
|
54
|
|
|
48
|
|
|
36
|
|
|
31
|
|
|||||
Other consumer
|
78
|
|
|
72
|
|
|
64
|
|
|
63
|
|
|
48
|
|
|||||
|
358
|
|
|
323
|
|
|
307
|
|
|
277
|
|
|
238
|
|
|||||
Provision for loan losses
|
387
|
|
|
229
|
|
|
150
|
|
|
262
|
|
|
241
|
|
|||||
Allowance for loan losses at December 31
|
$
|
869
|
|
|
$
|
840
|
|
|
$
|
934
|
|
|
$
|
1,091
|
|
|
$
|
1,106
|
|
Reserve for unfunded credit commitments at January 1
|
$
|
51
|
|
|
$
|
53
|
|
|
$
|
69
|
|
|
$
|
52
|
|
|
$
|
65
|
|
Provision (credit) for unfunded credit losses
|
(6
|
)
|
|
(2
|
)
|
|
(16
|
)
|
|
17
|
|
|
(13
|
)
|
|||||
Reserve for unfunded credit commitments at December 31
|
$
|
45
|
|
|
$
|
51
|
|
|
$
|
53
|
|
|
$
|
69
|
|
|
$
|
52
|
|
Allowance for credit losses at December 31
|
$
|
914
|
|
|
$
|
891
|
|
|
$
|
987
|
|
|
$
|
1,160
|
|
|
$
|
1,158
|
|
Loans, net of unearned income, outstanding at end of period
|
$
|
82,963
|
|
|
$
|
83,152
|
|
|
$
|
79,947
|
|
|
$
|
80,095
|
|
|
$
|
81,162
|
|
Average loans, net of unearned income, outstanding for the period
|
$
|
83,248
|
|
|
$
|
80,692
|
|
|
$
|
79,846
|
|
|
$
|
81,333
|
|
|
$
|
79,634
|
|
Ratios:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for loan losses to loans, net of unearned income
|
1.05
|
%
|
|
1.01
|
%
|
|
1.17
|
%
|
|
1.36
|
%
|
|
1.36
|
%
|
|||||
Allowance for loan losses to non-performing loans, excluding loans held for sale
|
171
|
%
|
|
169
|
%
|
|
144
|
%
|
|
110
|
%
|
|
141
|
%
|
|||||
Net charge-offs as percentage of average loans, net of unearned income
|
0.43
|
%
|
|
0.40
|
%
|
|
0.38
|
%
|
|
0.34
|
%
|
|
0.30
|
%
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||||||||||||
|
Allocation
Amount
|
|
% Loans
in Each
Category
|
|
Allocation
Amount
|
|
% Loans
in Each
Category
|
|
Allocation
Amount
|
|
% Loans
in Each
Category
|
|
Allocation
Amount
|
|
% Loans
in Each
Category
|
|
Allocation
Amount
|
|
% Loans
in Each
Category
|
|||||||||||||||
|
(Dollars in millions)
|
|||||||||||||||||||||||||||||||||
Commercial and industrial
|
$
|
442
|
|
|
48.2
|
%
|
|
$
|
421
|
|
|
47.2
|
%
|
|
$
|
455
|
|
|
45.2
|
%
|
|
$
|
585
|
|
|
43.7
|
%
|
|
$
|
549
|
|
|
44.1
|
%
|
Commercial real estate mortgage—owner-occupied
|
86
|
|
|
6.7
|
|
|
91
|
|
|
6.7
|
|
|
127
|
|
|
7.7
|
|
|
161
|
|
|
8.6
|
|
|
200
|
|
|
9.3
|
|
|||||
Commercial real estate construction—owner-occupied
|
9
|
|
|
0.4
|
|
|
8
|
|
|
0.5
|
|
|
9
|
|
|
0.4
|
|
|
7
|
|
|
0.4
|
|
|
9
|
|
|
0.5
|
|
|||||
Total commercial
|
537
|
|
|
55.3
|
|
|
520
|
|
|
54.4
|
|
|
591
|
|
|
53.3
|
|
|
753
|
|
|
52.7
|
|
|
758
|
|
|
53.9
|
|
|||||
Commercial investor real estate mortgage
|
30
|
|
|
5.9
|
|
|
42
|
|
|
5.6
|
|
|
42
|
|
|
5.1
|
|
|
54
|
|
|
5.1
|
|
|
69
|
|
|
5.3
|
|
|||||
Commercial investor real estate construction
|
15
|
|
|
2.0
|
|
|
16
|
|
|
2.1
|
|
|
22
|
|
|
2.2
|
|
|
31
|
|
|
3.0
|
|
|
28
|
|
|
3.3
|
|
|||||
Total investor real estate
|
45
|
|
|
7.9
|
|
|
58
|
|
|
7.7
|
|
|
64
|
|
|
7.3
|
|
|
85
|
|
|
8.1
|
|
|
97
|
|
|
8.6
|
|
|||||
Residential first mortgage
|
37
|
|
|
17.5
|
|
|
37
|
|
|
17.2
|
|
|
62
|
|
|
17.6
|
|
|
68
|
|
|
16.8
|
|
|
77
|
|
|
15.8
|
|
|||||
Home equity
|
27
|
|
|
10.1
|
|
|
29
|
|
|
11.1
|
|
|
40
|
|
|
12.7
|
|
|
45
|
|
|
13.3
|
|
|
67
|
|
|
13.5
|
|
|||||
Indirect—vehicles
|
13
|
|
|
2.2
|
|
|
26
|
|
|
3.7
|
|
|
34
|
|
|
4.2
|
|
|
39
|
|
|
5.0
|
|
|
33
|
|
|
4.9
|
|
|||||
Indirect—other consumer
|
91
|
|
|
3.9
|
|
|
61
|
|
|
2.8
|
|
|
34
|
|
|
1.8
|
|
|
15
|
|
|
1.2
|
|
|
5
|
|
|
0.7
|
|
|||||
Consumer credit card
|
69
|
|
|
1.7
|
|
|
67
|
|
|
1.6
|
|
|
66
|
|
|
1.6
|
|
|
45
|
|
|
1.5
|
|
|
40
|
|
|
1.3
|
|
|||||
Other consumer
|
50
|
|
|
1.4
|
|
|
42
|
|
|
1.5
|
|
|
43
|
|
|
1.5
|
|
|
41
|
|
|
1.4
|
|
|
29
|
|
|
1.3
|
|
|||||
Total consumer
|
287
|
|
|
36.8
|
|
|
262
|
|
|
37.9
|
|
|
279
|
|
|
39.4
|
|
|
253
|
|
|
39.2
|
|
|
251
|
|
|
37.5
|
|
|||||
|
$
|
869
|
|
|
100.0
|
%
|
|
$
|
840
|
|
|
100.0
|
%
|
|
$
|
934
|
|
|
100.0
|
%
|
|
$
|
1,091
|
|
|
100.0
|
%
|
|
$
|
1,106
|
|
|
100.0
|
%
|
•
|
Unemployment rates between 3.3% and 3.7%
|
•
|
Real GDP, annualized percent change between 1.3% and 2.0%
|
•
|
10 year US Treasury rates between 1.8% and 1.9%
|
•
|
US Federal Funds rates between 1.3% and 1.6%
|
•
|
CPI year-over-year change between 1.8% and 2.1%
|
•
|
Core logic HPI approximately 3% increase per year
|
|
|
|
December 31, 2019
|
|
January 1, 2020
|
|
|
||||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||
|
Balance outstanding December 31, 2019
|
|
ACL
|
|
ACL to Loans
|
|
ACL
|
|
ACL to Loans
|
|
$ Change
|
||||||||||
Commercial
|
$
|
45,839
|
|
|
$
|
578
|
|
|
1.26
|
%
|
|
$
|
609
|
|
|
1.33
|
%
|
|
$
|
31
|
|
Investor real estate
|
6,557
|
|
|
49
|
|
|
0.75
|
|
|
70
|
|
|
1.07
|
|
|
21
|
|
||||
Consumer
|
30,567
|
|
|
287
|
|
|
0.94
|
|
|
735
|
|
|
2.40
|
|
|
448
|
|
||||
|
$
|
82,963
|
|
|
$
|
914
|
|
|
1.10
|
%
|
|
$
|
1,414
|
|
|
1.70
|
%
|
|
$
|
500
|
|
|
2019
|
|
2018
|
||||||||||||
|
Loan
Balance
|
|
Allowance for
Loan Losses
|
|
Loan
Balance
|
|
Allowance for
Loan Losses
|
||||||||
|
(In millions)
|
||||||||||||||
Accruing:
|
|
|
|
|
|
|
|
||||||||
Commercial
|
$
|
106
|
|
|
$
|
15
|
|
|
$
|
108
|
|
|
$
|
17
|
|
Investor real estate
|
32
|
|
|
3
|
|
|
14
|
|
|
1
|
|
||||
Residential first mortgage
|
177
|
|
|
18
|
|
|
170
|
|
|
16
|
|
||||
Home equity
|
151
|
|
|
7
|
|
|
189
|
|
|
6
|
|
||||
Consumer credit card
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Other consumer
|
4
|
|
|
—
|
|
|
6
|
|
|
—
|
|
||||
|
471
|
|
|
43
|
|
|
488
|
|
|
40
|
|
||||
Non-accrual status or 90 days past due and still accruing:
|
|
|
|
|
|
|
|
||||||||
Commercial
|
139
|
|
|
20
|
|
|
183
|
|
|
18
|
|
||||
Investor real estate
|
1
|
|
|
—
|
|
|
5
|
|
|
—
|
|
||||
Residential first mortgage
|
40
|
|
|
4
|
|
|
38
|
|
|
4
|
|
||||
Home equity
|
8
|
|
|
—
|
|
|
15
|
|
|
—
|
|
||||
|
188
|
|
|
24
|
|
|
241
|
|
|
22
|
|
||||
Total TDRs - Loans
|
$
|
659
|
|
|
$
|
67
|
|
|
$
|
729
|
|
|
$
|
62
|
|
|
|
|
|
|
|
|
|
||||||||
TDRs- Held For Sale
|
1
|
|
|
—
|
|
|
5
|
|
|
—
|
|
||||
Total TDRs
|
$
|
660
|
|
|
$
|
67
|
|
|
$
|
734
|
|
|
$
|
62
|
|
|
2019
|
|
2018
|
||||||||||||
|
Commercial
|
|
Investor
Real Estate |
|
Commercial
|
|
Investor
Real Estate |
||||||||
|
(In millions)
|
||||||||||||||
Balance, beginning of year
|
$
|
291
|
|
|
$
|
19
|
|
|
$
|
347
|
|
|
$
|
91
|
|
Additions
|
192
|
|
|
13
|
|
|
360
|
|
|
59
|
|
||||
Charge-offs
|
(33
|
)
|
|
—
|
|
|
(46
|
)
|
|
—
|
|
||||
Other activity, inclusive of payments and removals(1)
|
(205
|
)
|
|
1
|
|
|
(370
|
)
|
|
(131
|
)
|
||||
Balance, end of year
|
$
|
245
|
|
|
$
|
33
|
|
|
$
|
291
|
|
|
$
|
19
|
|
(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 $6 million of commercial loans and $1 million of investor real estate loans refinanced or restructured as new loans and removed from TDR classification during 2019. During 2018, $31 million of commercial loans and $35 million of investor real estate loans were refinanced or restructured as new loans and removed from TDR classification.
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||
Non-performing loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
$
|
347
|
|
|
$
|
307
|
|
|
$
|
404
|
|
|
$
|
623
|
|
|
$
|
325
|
|
Commercial real estate mortgage—owner-occupied
|
73
|
|
|
67
|
|
|
118
|
|
|
210
|
|
|
268
|
|
|||||
Commercial real estate construction—owner-occupied
|
11
|
|
|
8
|
|
|
6
|
|
|
3
|
|
|
2
|
|
|||||
Total commercial
|
431
|
|
|
382
|
|
|
528
|
|
|
836
|
|
|
595
|
|
|||||
Commercial investor real estate mortgage
|
2
|
|
|
11
|
|
|
5
|
|
|
17
|
|
|
31
|
|
|||||
Commercial investor real estate construction
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|||||
Total investor real estate
|
2
|
|
|
11
|
|
|
6
|
|
|
17
|
|
|
31
|
|
|||||
Residential first mortgage
|
27
|
|
|
40
|
|
|
47
|
|
|
50
|
|
|
63
|
|
|||||
Home equity
|
47
|
|
|
63
|
|
|
69
|
|
|
92
|
|
|
93
|
|
|||||
Total consumer
|
74
|
|
|
103
|
|
|
116
|
|
|
142
|
|
|
156
|
|
|||||
Total non-performing loans, excluding loans held for sale
|
507
|
|
|
496
|
|
|
650
|
|
|
995
|
|
|
782
|
|
|||||
Non-performing loans held for sale
|
13
|
|
|
10
|
|
|
17
|
|
|
13
|
|
|
38
|
|
|||||
Total non-performing loans(1)
|
520
|
|
|
506
|
|
|
667
|
|
|
1,008
|
|
|
820
|
|
|||||
Foreclosed properties
|
53
|
|
|
52
|
|
|
73
|
|
|
90
|
|
|
100
|
|
|||||
Non-marketable investments received in foreclosure
|
5
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total non-performing assets(1)
|
$
|
578
|
|
|
$
|
566
|
|
|
$
|
740
|
|
|
$
|
1,098
|
|
|
$
|
920
|
|
Accruing loans 90 days past due:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
$
|
11
|
|
|
$
|
8
|
|
|
$
|
4
|
|
|
$
|
6
|
|
|
$
|
9
|
|
Commercial real estate mortgage—owner-occupied
|
1
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|
3
|
|
|||||
Total commercial
|
12
|
|
|
8
|
|
|
5
|
|
|
8
|
|
|
12
|
|
|||||
Commercial investor real estate mortgage
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
4
|
|
|||||
Total investor real estate
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
4
|
|
|||||
Residential first mortgage(2)
|
70
|
|
|
66
|
|
|
92
|
|
|
99
|
|
|
113
|
|
|||||
Home equity
|
42
|
|
|
34
|
|
|
37
|
|
|
33
|
|
|
59
|
|
|||||
Indirect—vehicles
|
7
|
|
|
9
|
|
|
9
|
|
|
10
|
|
|
9
|
|
|||||
Indirect—other consumer
|
3
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Consumer credit card
|
19
|
|
|
20
|
|
|
19
|
|
|
15
|
|
|
12
|
|
|||||
Other consumer
|
5
|
|
|
5
|
|
|
4
|
|
|
5
|
|
|
4
|
|
|||||
Total consumer
|
146
|
|
|
135
|
|
|
161
|
|
|
162
|
|
|
197
|
|
|||||
|
$
|
158
|
|
|
$
|
143
|
|
|
$
|
167
|
|
|
$
|
170
|
|
|
$
|
213
|
|
Restructured loans not included in the categories above
|
$
|
471
|
|
|
$
|
488
|
|
|
$
|
945
|
|
|
$
|
1,010
|
|
|
$
|
1,039
|
|
Non-performing loans(1) to loans and non-performing loans held for sale
|
0.63
|
%
|
|
0.61
|
%
|
|
0.83
|
%
|
|
1.26
|
%
|
|
1.01
|
%
|
|||||
Non-performing assets(1) to loans, foreclosed properties and non-performing loans held for sale
|
0.70
|
%
|
|
0.68
|
%
|
|
0.92
|
%
|
|
1.37
|
%
|
|
1.13
|
%
|
(1)
|
Excludes accruing loans 90 days past due.
|
(2)
|
Excludes residential first mortgage loans that are 100% guaranteed by the FHA and all guaranteed loans sold to the GNMA where Regions has the right but not the obligation to repurchase. Total 90 days or more past due guaranteed loans excluded were $66 million at December 31, 2019, $84 million at December 31, 2018, $124 million at December 31, 2017, $113 million at December 31, 2016 and $107 million at December 31, 2015.
|
|
Non-Accrual Loans, Excluding Loans Held for Sale for the Year Ended December 31, 2019
|
||||||||||||||
|
Commercial
|
|
Investor
Real Estate
|
|
Consumer(1)
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Balance at beginning of year
|
$
|
382
|
|
|
$
|
11
|
|
|
$
|
103
|
|
|
$
|
496
|
|
Additions
|
469
|
|
|
4
|
|
|
—
|
|
|
473
|
|
||||
Net payments/other activity
|
(206
|
)
|
|
(8
|
)
|
|
(29
|
)
|
|
(243
|
)
|
||||
Return to accrual
|
(19
|
)
|
|
(3
|
)
|
|
—
|
|
|
(22
|
)
|
||||
Charge-offs on non-accrual loans(2)
|
(126
|
)
|
|
(1
|
)
|
|
—
|
|
|
(127
|
)
|
||||
Transfers to held for sale(3)
|
(43
|
)
|
|
(1
|
)
|
|
—
|
|
|
(44
|
)
|
||||
Transfers to foreclosed properties
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
||||
Sales
|
(20
|
)
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
||||
Balance at end of year
|
$
|
431
|
|
|
$
|
2
|
|
|
$
|
74
|
|
|
$
|
507
|
|
|
Non-Accrual Loans, Excluding Loans Held for Sale for the Year Ended December 31, 2018
|
||||||||||||||
|
Commercial
|
|
Investor
Real Estate
|
|
Consumer(1)
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Balance at beginning of year
|
$
|
528
|
|
|
$
|
6
|
|
|
$
|
116
|
|
|
$
|
650
|
|
Additions
|
341
|
|
|
26
|
|
|
—
|
|
|
367
|
|
||||
Net payments/other activity
|
(266
|
)
|
|
—
|
|
|
(10
|
)
|
|
(276
|
)
|
||||
Return to accrual
|
(41
|
)
|
|
(2
|
)
|
|
—
|
|
|
(43
|
)
|
||||
Charge-offs on non-accrual loans(2)
|
(136
|
)
|
|
(9
|
)
|
|
—
|
|
|
(145
|
)
|
||||
Transfers to held for sale(3)
|
(36
|
)
|
|
(1
|
)
|
|
(3
|
)
|
|
(40
|
)
|
||||
Transfers to foreclosed properties
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
||||
Sales
|
(5
|
)
|
|
(9
|
)
|
|
—
|
|
|
(14
|
)
|
||||
Balance at end of year
|
$
|
382
|
|
|
$
|
11
|
|
|
$
|
103
|
|
|
$
|
496
|
|
(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 $11 million and $12 million recorded upon transfer for the years ended December 31, 2019 and 2018, respectively.
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In millions)
|
||||||||||
Non-interest-bearing demand
|
$
|
34,113
|
|
|
$
|
35,053
|
|
|
$
|
36,127
|
|
Savings
|
8,640
|
|
|
8,788
|
|
|
8,413
|
|
|||
Interest-bearing transaction
|
20,046
|
|
|
19,175
|
|
|
20,161
|
|
|||
Money market—domestic
|
25,326
|
|
|
24,111
|
|
|
25,306
|
|
|||
Money market—foreign
|
—
|
|
|
—
|
|
|
23
|
|
|||
Time deposits
|
7,442
|
|
|
7,122
|
|
|
6,831
|
|
|||
Customer deposits
|
95,567
|
|
|
94,249
|
|
|
96,861
|
|
|||
Corporate treasury time deposits
|
108
|
|
|
242
|
|
|
28
|
|
|||
Corporate treasury other deposits
|
1,800
|
|
|
—
|
|
|
—
|
|
|||
|
$
|
97,475
|
|
|
$
|
94,491
|
|
|
$
|
96,889
|
|
|
As of December 31, 2019
|
|||
|
S&P
|
Moody’s
|
Fitch
|
DBRS
|
Regions Financial Corporation
|
|
|
|
|
Senior unsecured debt
|
BBB+
|
Baa2
|
BBB+
|
AL
|
Subordinated debt
|
BBB
|
Baa2
|
BBB
|
BBBH
|
Regions Bank
|
|
|
|
|
Short-term
|
A-2
|
P-1
|
F1
|
R-IL
|
Long-term bank deposits
|
N/A
|
A2
|
A-
|
A
|
Senior unsecured debt
|
A-
|
Baa2
|
BBB+
|
A
|
Subordinated debt
|
BBB+
|
Baa2
|
BBB
|
AL
|
Outlook
|
Stable
|
Positive
|
Positive
|
Stable
|
|
As of December 31, 2018
|
|||
|
S&P
|
Moody’s
|
Fitch
|
DBRS
|
Regions Financial Corporation
|
|
|
|
|
Senior unsecured debt
|
BBB+
|
Baa2
|
BBB+
|
AL
|
Subordinated debt
|
BBB
|
Baa2
|
BBB
|
BBBH
|
Regions Bank
|
|
|
|
|
Short-term
|
A-2
|
P-1
|
F2
|
R-IL
|
Long-term bank deposits
|
N/A
|
A2
|
A-
|
A
|
Senior unsecured debt
|
A-
|
Baa2
|
BBB+
|
A
|
Subordinated debt
|
BBB+
|
Baa2
|
BBB
|
AL
|
Outlook
|
Stable
|
Positive
|
Stable
|
Stable
|
•
|
Market risk is the risk to the Company’s financial condition resulting from adverse movements in market rates or prices, such as interest rates, foreign exchange rates or equity prices.
|
•
|
Liquidity risk is the potential that the Company will be unable to meet its obligations as they come due because of an inability to liquidate assets or obtain adequate funding (referred to as "funding liquidity risk") or the potential that the Company cannot easily unwind or offset specific exposures without significantly lowering market prices because of inadequate market depth or market disruptions (referred to as "market liquidity risk").
|
•
|
Credit risk is the risk that arises from the potential that a borrower or counterparty will fail to perform on an obligation.
|
•
|
Operational risk is the risk of loss resulting from inadequate or failed internal processes, people, and systems or from external events.
|
•
|
Legal risk is the risk that arises from the potential that unenforceable contracts, lawsuits, or adverse judgments can disrupt or otherwise negatively affect the operations or condition of the Company.
|
•
|
Compliance risk is the risk to current or anticipated earnings or capital arising from violations of laws, rules, or regulations, or from non-conformance with prescribed practices, internal policies and procedures, or ethical standards.
|
•
|
Reputational risk is the potential that negative publicity regarding the Company’s business practices, whether true or not, will cause a decline in the customer base, costly litigation, or revenue reductions.
|
•
|
Strategic risk is the risk to current or projected financial condition and resilience from adverse business decisions, poor implementation of business decisions, or lack of responsiveness to changes in the banking industry and operating environment.
|
•
|
Collaborative Risk Culture - A strong, collaborative risk culture is fundamental to the Company's core values and operating principles. It ensures focus on risk in all activities and encourages the necessary mindset and behavior to enable effective risk management and promote sound risk-taking within the bounds of the Company’s risk appetite. The Company's risk culture requires that risks be promptly identified, escalated, and challenged; thereby, benefiting the overall performance of the Company. Sustaining a collaborative risk culture is critical to the Company's success and is a clear expectation of executive management and the Board.
|
•
|
Sound Risk Appetite - The Company's risk appetite statements define the types and levels of risk the Company is willing to take to achieve its objectives.
|
•
|
Sustainable Risk Processes - Effective risk management requires sustainable processes and tools to effectively identify, measure, mitigate, monitor, and report risk.
|
•
|
Responsible Risk Governance - Governance serves as the foundation for comprehensive management of risks facing the Company. It outlines clear responsibility and accountability for managing, monitoring, escalating, and reporting both existing and emerging risks.
|
•
|
1st Line of Defense activities provide for the identification, acceptance and ownership of risks.
|
•
|
2nd Line of Defense activities provide for objective oversight of the Company’s risk-taking activities and assessment of the Company’s aggregate risk levels.
|
•
|
3rd Line of Defense activities provide for independent reviews and assessments of risk management practices across the Company.
|
•
|
Interpreting internal and external signals that point to possible risk issues for the Company;
|
•
|
Identifying risks and determining which Company areas and/or products will be affected;
|
•
|
Ensuring there are mechanisms in place to specifically determine how risks will affect the Company as a whole and the individual area and or product;
|
•
|
Assisting business groups in analyzing trends and ensuring Company areas have appropriate risk identification and mitigation processes in place; and
|
•
|
Reviewing the limits, parameters, policies, and procedures in place to ensure the continued appropriateness of risk controls.
|
|
Estimated Annual Change
in Net Interest Income and Other Financing Income
December 31, 2019(1)(2)
|
||
|
(In millions)
|
||
Gradual Change in Interest Rates
|
|
||
+ 200 basis points
|
$
|
76
|
|
+ 100 basis points
|
49
|
|
|
- 100 basis points (floored)(3)
|
(53
|
)
|
|
- 200 basis points (floored)
|
(106
|
)
|
|
|
|
||
Instantaneous Change in Interest Rates
|
|
||
+ 200 basis points
|
54
|
|
|
+ 100 basis points
|
69
|
|
|
- 100 basis points (floored)
|
(105
|
)
|
|
- 200 basis points (floored)
|
(173
|
)
|
(1)
|
Disclosed interest rate sensitivity levels represent the 12 month forward looking net interest income and other financing income changes as compared to market forward rate cases and include expected balance sheet growth and remixing.
|
(2)
|
Forward starting cash flow hedges already transacted will reduce sensitivity levels through 2020 as they continue to move into the measurement horizon (see Table 27 for additional information regarding hedge start dates).
|
(3)
|
Estimates for a gradual parallel yield curve shift of minus 100 basis points, with long-term yield curve levels floored at approximately 1% as discussed below, inclusive of forward starting cash flow hedges already transacted, would be a decrease to 12 month net interest income and other financing income of less than one percent by year-end 2020.
|
|
December 31, 2019
|
|||||||||||||||
|
Notional
Amount |
|
Weighted-Average
|
|
|
|||||||||||
|
Maturity (Years)
|
|
Receive Rate (1)
|
|
Pay Rate (1)
|
|
Strike Price (1)
|
|||||||||
|
(Dollars in millions)
|
|||||||||||||||
Derivatives in fair value hedging relationships:
|
|
|
|
|
|
|
|
|
|
|||||||
Receive fixed/pay variable swaps
|
$
|
2,900
|
|
|
2.5
|
|
|
2.2
|
%
|
|
1.8
|
%
|
|
—
|
%
|
|
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
|
|
|
|
|||||||
Receive fixed/pay variable swaps
|
17,250
|
|
|
5.3
|
|
|
1.9
|
|
|
1.7
|
|
|
—
|
|
||
Interest rate floors
|
6,750
|
|
|
4.8
|
|
|
—
|
|
|
—
|
|
|
2.1
|
|
||
Total derivatives designated as hedging instruments
|
$
|
26,900
|
|
|
$
|
4.8
|
|
|
1.9
|
%
|
|
1.7
|
%
|
|
2.1
|
%
|
|
Notional Amount
|
||||||||||||||||||||||||||||||
|
Years Ended
|
||||||||||||||||||||||||||||||
|
2019(1)
|
|
2020(1)(2)
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
2025
|
|
2026
|
||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||
Receive fixed/pay variable swaps (short-term)
|
$
|
5,500
|
|
|
$
|
12,000
|
|
|
$
|
12,750
|
|
|
$
|
12,750
|
|
|
$
|
10,450
|
|
|
$
|
9,450
|
|
|
$
|
3,750
|
|
|
$
|
1,250
|
|
Receive fixed/pay variable swaps (long-term) (3)
|
—
|
|
|
4,500
|
|
|
4,500
|
|
|
4,500
|
|
|
4,500
|
|
|
4,500
|
|
|
—
|
|
|
—
|
|
||||||||
Interest rate floors
|
750
|
|
|
6,500
|
|
|
6,750
|
|
|
6,750
|
|
|
6,750
|
|
|
4,000
|
|
|
250
|
|
|
—
|
|
||||||||
Cash flow hedges
|
$
|
6,250
|
|
|
$
|
23,000
|
|
|
$
|
24,000
|
|
|
$
|
24,000
|
|
|
$
|
21,700
|
|
|
$
|
17,950
|
|
|
$
|
4,000
|
|
|
$
|
1,250
|
|
(1)
|
As forward starting cash flow hedges are transacted within the 12 month measurement horizon, they will reduce 12 month net interest income and other financing income sensitivity levels as disclosed in Table 25.
|
(2)
|
Start dates for $6.5 billion of the $16.5 billion notional of the cash flow swaps and $4.0 billion of the $6.5 billion notional of the interest rate floors are in the first quarter of 2020.
|
(3)
|
Hedges protecting long-term rate exposure are designed to be unwound prior to the respective start dates, subject to market conditions.
|
|
Payments Due By Period (1)
|
||||||||||||||||||||||
|
Less than 1
Year
|
|
1-3 Years
|
|
4-5 Years
|
|
More than 5
Years
|
|
Indeterminable
Maturity
|
|
Total
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Deposits (2)
|
$
|
5,079
|
|
|
$
|
2,010
|
|
|
$
|
451
|
|
|
$
|
10
|
|
|
$
|
89,925
|
|
|
$
|
97,475
|
|
Short-term borrowings
|
2,050
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,050
|
|
||||||
Long-term borrowings
|
1,778
|
|
|
4,014
|
|
|
1,135
|
|
|
952
|
|
|
—
|
|
|
7,879
|
|
||||||
Lease obligations (3)
|
114
|
|
|
184
|
|
|
139
|
|
|
254
|
|
|
—
|
|
|
691
|
|
||||||
Purchase obligations
|
25
|
|
|
49
|
|
|
31
|
|
|
—
|
|
|
—
|
|
|
105
|
|
||||||
Benefit obligations (4)
|
13
|
|
|
62
|
|
|
27
|
|
|
66
|
|
|
—
|
|
|
168
|
|
||||||
Commitments to fund low income housing partnerships (5)
|
635
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
635
|
|
||||||
Unrecognized tax benefits (6)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|
38
|
|
||||||
|
$
|
9,694
|
|
|
$
|
6,319
|
|
|
$
|
1,783
|
|
|
$
|
1,282
|
|
|
$
|
89,963
|
|
|
$
|
109,041
|
|
(1)
|
See Note 24 "Commitments, Contingencies and Guarantees" to the consolidated financial statements for the Company’s commercial commitments at December 31, 2019.
|
(2)
|
Deposits with indeterminable maturity include non-interest bearing demand, savings, interest-bearing transaction accounts and money market accounts.
|
(3)
|
Includes month-to-month and finance leases that are not included in Note 14 "Leases" to the consolidated financial statements.
|
(4)
|
Amounts only include obligations related to the unfunded non-qualified pension plan and postretirement health care plan.
|
(5)
|
Commitments to fund low income housing partnerships includes commitments to make future investments, short-term construction loans and letters of credit, as well as the funded portions of these loans and letters of credit. All of these items are short-term in nature and the
|
(6)
|
Includes liabilities for unrecognized tax benefits of $37 million and tax-related interest and penalties of $1 million. See Note 20 "Income Taxes" to the consolidated financial statements.
|
|
2019
|
|
2018
|
||||||||||||||||||||||||||||
|
Fourth
Quarter |
|
Third
Quarter |
|
Second
Quarter |
|
First
Quarter |
|
Fourth
Quarter |
|
Third
Quarter |
|
Second
Quarter |
|
First
Quarter |
||||||||||||||||
|
(In millions, except per share data)
|
||||||||||||||||||||||||||||||
Total interest income, including other financing income
|
$
|
1,108
|
|
|
$
|
1,160
|
|
|
$
|
1,188
|
|
|
$
|
1,183
|
|
|
$
|
1,158
|
|
|
$
|
1,112
|
|
|
$
|
1,076
|
|
|
$
|
1,047
|
|
Total interest expense and depreciation expense on operating lease assets
|
190
|
|
|
223
|
|
|
246
|
|
|
235
|
|
|
200
|
|
|
170
|
|
|
150
|
|
|
138
|
|
||||||||
Net interest income and other financing income
|
918
|
|
|
937
|
|
|
942
|
|
|
948
|
|
|
958
|
|
|
942
|
|
|
926
|
|
|
909
|
|
||||||||
Provision (credit) for loan losses
|
96
|
|
|
108
|
|
|
92
|
|
|
91
|
|
|
95
|
|
|
84
|
|
|
60
|
|
|
(10
|
)
|
||||||||
Net interest income and other financing income after provision (credit) for loan losses
|
822
|
|
|
829
|
|
|
850
|
|
|
857
|
|
|
863
|
|
|
858
|
|
|
866
|
|
|
919
|
|
||||||||
Total non-interest income, excluding securities gains (losses), net
|
564
|
|
|
558
|
|
|
513
|
|
|
509
|
|
|
481
|
|
|
519
|
|
|
511
|
|
|
507
|
|
||||||||
Securities gains (losses), net
|
(2
|
)
|
|
—
|
|
|
(19
|
)
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||||
Total non-interest expense
|
897
|
|
|
871
|
|
|
861
|
|
|
860
|
|
|
853
|
|
|
922
|
|
|
911
|
|
|
884
|
|
||||||||
Income from continuing operations before income taxes
|
487
|
|
|
516
|
|
|
483
|
|
|
499
|
|
|
491
|
|
|
455
|
|
|
467
|
|
|
542
|
|
||||||||
Income tax expense
|
98
|
|
|
107
|
|
|
93
|
|
|
105
|
|
|
85
|
|
|
85
|
|
|
89
|
|
|
128
|
|
||||||||
Income from continuing operations
|
389
|
|
|
409
|
|
|
390
|
|
|
394
|
|
|
406
|
|
|
370
|
|
|
378
|
|
|
414
|
|
||||||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Income (loss) from discontinued operations before income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
274
|
|
|
(3
|
)
|
|
—
|
|
||||||||
Income tax expense (benefit)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80
|
|
|
—
|
|
|
—
|
|
||||||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
194
|
|
|
(3
|
)
|
|
—
|
|
||||||||
Net income
|
$
|
389
|
|
|
$
|
409
|
|
|
$
|
390
|
|
|
$
|
394
|
|
|
$
|
406
|
|
|
$
|
564
|
|
|
$
|
375
|
|
|
$
|
414
|
|
Net income from continuing operations available to common shareholders
|
$
|
366
|
|
|
$
|
385
|
|
|
$
|
374
|
|
|
$
|
378
|
|
|
$
|
390
|
|
|
$
|
354
|
|
|
$
|
362
|
|
|
$
|
398
|
|
Net income available to common shareholders
|
$
|
366
|
|
|
$
|
385
|
|
|
$
|
374
|
|
|
$
|
378
|
|
|
$
|
390
|
|
|
$
|
548
|
|
|
$
|
359
|
|
|
$
|
398
|
|
Earnings per common share from continuing operations: (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
$
|
0.38
|
|
|
$
|
0.39
|
|
|
$
|
0.37
|
|
|
$
|
0.37
|
|
|
$
|
0.38
|
|
|
$
|
0.33
|
|
|
$
|
0.32
|
|
|
$
|
0.35
|
|
Diluted
|
0.38
|
|
|
0.39
|
|
|
0.37
|
|
|
0.37
|
|
|
0.37
|
|
|
0.32
|
|
|
0.32
|
|
|
0.35
|
|
||||||||
Earnings per common share: (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
$
|
0.38
|
|
|
$
|
0.39
|
|
|
$
|
0.37
|
|
|
$
|
0.37
|
|
|
$
|
0.38
|
|
|
$
|
0.50
|
|
|
$
|
0.32
|
|
|
$
|
0.35
|
|
Diluted
|
0.38
|
|
|
0.39
|
|
|
0.37
|
|
|
0.37
|
|
|
0.37
|
|
|
0.50
|
|
|
0.32
|
|
|
0.35
|
|
(1)
|
Quarterly amounts may not add to year-to-date amounts due to rounding.
|
|
|
|
|
|
REGIONS FINANCIAL CORPORATION
|
|
|
|
|
by
|
/S/ JOHN M. TURNER, JR.
|
|
|
John M. Turner, Jr.
President and Chief Executive Officer |
|
|
|
|
by
|
/S/ DAVID J. TURNER, JR.
|
|
|
David J. Turner, Jr.
Chief Financial Officer
|
|
|
Allowance for loan losses
|
Description of the Matter
|
|
The Company’s loan portfolio totaled $83.0 billion as of December 31, 2019, and the associated allowance for loan losses (ALL) was $869 million. As discussed in Notes 1 and 6 to the consolidated financial statements, the ALL is established to absorb probable credit losses inherent in the Company’s loan portfolio. Management’s estimate for the probable credit losses is established through quantitative, as well as qualitative, factors. The Company attributes portions of the allowance to loans that it evaluates individually and determines to be impaired and to groups of loans that it evaluates collectively. For non-accrual commercial and investor real estate loans equal to or greater than $2.5 million, the allowance for loan losses is based on the present value of estimated cash flows, estimates of collateral value, or observable market prices. For accruing commercial and investor real estate loans and non-accruing commercial and investor real estate loans less than $2.5 million, as well as for consumer loans, the allowance for loan losses is estimated based on historical default and/or loss information for pools of loans with similar risk characteristics and product types. The Company’s methodology for determining the appropriate ALL also considers the imprecision inherent in the estimation process. As a result, management adjusts the ALL for consideration of the potential impact of qualitative factors, which include credit quality trends; loss experience in particular portfolios; macroeconomic factors such as unemployment, real estate prices, or commodity pricing volatility; changes in risk selection and underwriting standards; shifts in credit quality of customers which is not yet reflected in historical data; and volatility associated with large individual credits, among others.
Auditing management’s estimate of the ALL involved a high degree of subjectivity in evaluating the qualitative factors that management assessed and the measurement of each qualitative factor. Management’s assessment and measurement of the qualitative factors is highly judgmental and has a significant effect on the ALL.
|
How We Addressed the Matter in Our Audit
|
|
Our audit procedures related to the qualitative factors of the ALL included the following procedures, among others. We gained an understanding of the Company’s process for establishing the ALL, including the identification and measurement of qualitative factors. We evaluated the design and tested the operating effectiveness of controls relevant to that process, including controls over credit risk management, the reliability of data sourced from the loan systems and credit warehouses, the completeness and accuracy of quantitative loss modeling, and the ALL methodology and assumptions. In doing so, we tested review and approval controls in the Company’s governance process designed to identify and assess the need for and measurement of qualitative factors to estimate inherent credit losses associated with factors not captured fully in the quantitative components of the ALL.
With respect to the identification of qualitative factors, we evaluated 1) the potential impact of imprecision in the quantitative models (and hence the need to consider a qualitative adjustment to the ALL); 2) changes, assumptions and adjustments to the models; 3) sufficiency, availability and relevance of historical loss data used in the models; and 4) the risk factors used in the models. Regarding measurement of the qualitative factors, we evaluated internal data utilized by management to estimate the appropriate level of the qualitative factors, as well as internal data produced by the Company’s Credit Review, Internal Audit and Model Validation groups, and external macroeconomic factors independently obtained during the audit, with consideration given to the reliability of the macroeconomic factors and existence of new and potentially contradictory information. We also evaluated the overall allowance for loan losses balance taken as a whole inclusive of such qualitative factors.
|
|
December 31
|
||||||
|
2019
|
|
2018
|
||||
|
(In millions, except share data)
|
||||||
Assets
|
|
|
|
||||
Cash and due from banks
|
$
|
1,598
|
|
|
$
|
2,018
|
|
Interest-bearing deposits in other banks
|
2,516
|
|
|
1,520
|
|
||
Debt securities held to maturity (estimated fair value of $1,372 and $1,460 respectively)
|
1,332
|
|
|
1,482
|
|
||
Debt securities available for sale
|
22,606
|
|
|
22,729
|
|
||
Loans held for sale (includes $439 and $251 measured at fair value, respectively)
|
637
|
|
|
304
|
|
||
Loans, net of unearned income
|
82,963
|
|
|
83,152
|
|
||
Allowance for loan losses
|
(869
|
)
|
|
(840
|
)
|
||
Net loans
|
82,094
|
|
|
82,312
|
|
||
Other earning assets
|
1,518
|
|
|
1,719
|
|
||
Premises and equipment, net
|
1,960
|
|
|
2,045
|
|
||
Interest receivable
|
362
|
|
|
375
|
|
||
Goodwill
|
4,845
|
|
|
4,829
|
|
||
Residential mortgage servicing rights at fair value
|
345
|
|
|
418
|
|
||
Other identifiable intangible assets, net
|
105
|
|
|
115
|
|
||
Other assets
|
6,322
|
|
|
5,822
|
|
||
Total assets
|
$
|
126,240
|
|
|
$
|
125,688
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Deposits:
|
|
|
|
||||
Non-interest-bearing
|
$
|
34,113
|
|
|
$
|
35,053
|
|
Interest-bearing
|
63,362
|
|
|
59,438
|
|
||
Total deposits
|
97,475
|
|
|
94,491
|
|
||
Borrowed funds:
|
|
|
|
||||
Short-term borrowings
|
2,050
|
|
|
1,600
|
|
||
Long-term borrowings
|
7,879
|
|
|
12,424
|
|
||
Total borrowed funds
|
9,929
|
|
|
14,024
|
|
||
Other liabilities
|
2,541
|
|
|
2,083
|
|
||
Total liabilities
|
109,945
|
|
|
110,598
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, authorized 10 million shares, par value $1.00 per share:
|
|
|
|
||||
Non-cumulative perpetual, liquidation preference $1,000.00 per share, including related surplus, net of issuance costs; issued—1,500,000 and 1,000,000 shares, respectively
|
1,310
|
|
|
820
|
|
||
Common stock, authorized 3 billion shares, par value $.01 per share:
|
|
|
|
||||
Issued including treasury stock—998,278,188 and 1,065,858,925 shares, respectively
|
10
|
|
|
11
|
|
||
Additional paid-in capital
|
12,685
|
|
|
13,766
|
|
||
Retained earnings
|
3,751
|
|
|
2,828
|
|
||
Treasury stock, at cost—41,032,676 shares at both 2019 and 2018
|
(1,371
|
)
|
|
(1,371
|
)
|
||
Accumulated other comprehensive income (loss), net
|
(90
|
)
|
|
(964
|
)
|
||
Total stockholders’ equity
|
16,295
|
|
|
15,090
|
|
||
Total liabilities and stockholders’ equity
|
$
|
126,240
|
|
|
$
|
125,688
|
|
|
Year Ended December 31
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In millions, except per share data)
|
||||||||||
Interest income, including other financing income on:
|
|
|
|
|
|
||||||
Loans, including fees
|
$
|
3,866
|
|
|
$
|
3,613
|
|
|
$
|
3,228
|
|
Debt securities - taxable
|
643
|
|
|
625
|
|
|
596
|
|
|||
Loans held for sale
|
17
|
|
|
15
|
|
|
16
|
|
|||
Other earning assets
|
59
|
|
|
70
|
|
|
53
|
|
|||
Operating lease assets
|
54
|
|
|
70
|
|
|
94
|
|
|||
Total interest income, including other financing income
|
4,639
|
|
|
4,393
|
|
|
3,987
|
|
|||
Interest expense on:
|
|
|
|
|
|
||||||
Deposits
|
447
|
|
|
250
|
|
|
156
|
|
|||
Short-term borrowings
|
53
|
|
|
30
|
|
|
5
|
|
|||
Long-term borrowings
|
351
|
|
|
322
|
|
|
212
|
|
|||
Total interest expense
|
851
|
|
|
602
|
|
|
373
|
|
|||
Depreciation expense on operating lease assets
|
43
|
|
|
56
|
|
|
75
|
|
|||
Total interest expense and depreciation expense on operating lease assets
|
894
|
|
|
658
|
|
|
448
|
|
|||
Net interest income and other financing income
|
3,745
|
|
|
3,735
|
|
|
3,539
|
|
|||
Provision for loan losses
|
387
|
|
|
229
|
|
|
150
|
|
|||
Net interest income and other financing income after provision for loan losses
|
3,358
|
|
|
3,506
|
|
|
3,389
|
|
|||
Non-interest income:
|
|
|
|
|
|
||||||
Service charges on deposit accounts
|
729
|
|
|
710
|
|
|
683
|
|
|||
Card and ATM fees
|
455
|
|
|
438
|
|
|
417
|
|
|||
Investment management and trust fee income
|
243
|
|
|
235
|
|
|
230
|
|
|||
Capital markets income
|
178
|
|
|
202
|
|
|
161
|
|
|||
Mortgage income
|
163
|
|
|
137
|
|
|
149
|
|
|||
Securities gains (losses), net
|
(28
|
)
|
|
1
|
|
|
19
|
|
|||
Other
|
376
|
|
|
296
|
|
|
303
|
|
|||
Total non-interest income
|
2,116
|
|
|
2,019
|
|
|
1,962
|
|
|||
Non-interest expense:
|
|
|
|
|
|
||||||
Salaries and employee benefits
|
1,916
|
|
|
1,947
|
|
|
1,874
|
|
|||
Net occupancy expense
|
321
|
|
|
335
|
|
|
339
|
|
|||
Furniture and equipment expense
|
325
|
|
|
325
|
|
|
326
|
|
|||
Other
|
927
|
|
|
963
|
|
|
952
|
|
|||
Total non-interest expense
|
3,489
|
|
|
3,570
|
|
|
3,491
|
|
|||
Income from continuing operations before income taxes
|
1,985
|
|
|
1,955
|
|
|
1,860
|
|
|||
Income tax expense
|
403
|
|
|
387
|
|
|
619
|
|
|||
Income from continuing operations
|
1,582
|
|
|
1,568
|
|
|
1,241
|
|
|||
Discontinued operations:
|
|
|
|
|
|
||||||
Income from discontinued operations before income taxes
|
—
|
|
|
271
|
|
|
19
|
|
|||
Income tax expense (benefit)
|
—
|
|
|
80
|
|
|
(3
|
)
|
|||
Income from discontinued operations, net of tax
|
—
|
|
|
191
|
|
|
22
|
|
|||
Net income
|
$
|
1,582
|
|
|
$
|
1,759
|
|
|
$
|
1,263
|
|
Net income from continuing operations available to common shareholders
|
$
|
1,503
|
|
|
$
|
1,504
|
|
|
$
|
1,177
|
|
Net income available to common shareholders
|
$
|
1,503
|
|
|
$
|
1,695
|
|
|
$
|
1,199
|
|
Weighted-average number of shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
995
|
|
|
1,092
|
|
|
1,186
|
|
|||
Diluted
|
999
|
|
|
1,102
|
|
|
1,198
|
|
|||
Earnings per common share from continuing operations:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.51
|
|
|
$
|
1.38
|
|
|
$
|
0.99
|
|
Diluted
|
1.50
|
|
|
1.36
|
|
|
0.98
|
|
|||
Earnings per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.51
|
|
|
$
|
1.55
|
|
|
$
|
1.01
|
|
Diluted
|
1.50
|
|
|
1.54
|
|
|
1.00
|
|
|
Year Ended December 31
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In millions)
|
||||||||||
Net income
|
$
|
1,582
|
|
|
$
|
1,759
|
|
|
$
|
1,263
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Unrealized losses on securities transferred to held to maturity:
|
|
|
|
|
|
||||||
Unrealized losses on securities transferred to held to maturity during the period (net of zero, zero and zero tax effect, respectively)
|
—
|
|
|
—
|
|
|
—
|
|
|||
Less: reclassification adjustments for amortization of unrealized losses on securities transferred to held to maturity (net of ($2), ($3) and ($4) tax effect, respectively)
|
(5
|
)
|
|
(6
|
)
|
|
(6
|
)
|
|||
Net change in unrealized losses on securities transferred to held to maturity, net of tax
|
5
|
|
|
6
|
|
|
6
|
|
|||
Unrealized gains (losses) on securities available for sale:
|
|
|
|
|
|
||||||
Unrealized holding gains (losses) arising during the period (net of $196, ($83) and ($14) tax effect, respectively)
|
581
|
|
|
(244
|
)
|
|
—
|
|
|||
Less: reclassification adjustments for securities gains (losses) realized in net income (net of ($7), zero and $7 tax effect, respectively)
|
(21
|
)
|
|
—
|
|
|
12
|
|
|||
Net change in unrealized gains (losses) on securities available for sale, net of tax
|
602
|
|
|
(244
|
)
|
|
(12
|
)
|
|||
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
|
|
|
|
|
|
||||||
Unrealized holding gains (losses) on derivatives arising during the period (net of $123, ($1) and ($2) tax effect, respectively)
|
367
|
|
|
(3
|
)
|
|
2
|
|
|||
Less: reclassification adjustments for gains (losses) on derivative instruments realized in net income (net of ($6), $3 and $33 tax effect, respectively)
|
(18
|
)
|
|
9
|
|
|
53
|
|
|||
Net change in unrealized gains (losses) on derivative instruments, net of tax
|
385
|
|
|
(12
|
)
|
|
(51
|
)
|
|||
Defined benefit pension plans and other post employment benefits:
|
|
|
|
|
|
||||||
Net actuarial gains (losses) arising during the period (net of ($50), $4 and ($13) tax effect, respectively)
|
(150
|
)
|
|
7
|
|
|
(40
|
)
|
|||
Less: reclassification adjustments for amortization of actuarial loss and settlements realized in net income (net of ($11), ($8) and ($17) tax effect, respectively)
|
(32
|
)
|
|
(28
|
)
|
|
(31
|
)
|
|||
Net change from defined benefit pension plans and other post employment benefits, net of tax
|
(118
|
)
|
|
35
|
|
|
(9
|
)
|
|||
Other comprehensive income (loss), net of tax
|
874
|
|
|
(215
|
)
|
|
(66
|
)
|
|||
Comprehensive income
|
$
|
2,456
|
|
|
$
|
1,544
|
|
|
$
|
1,197
|
|
REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
|
|||||||||||||||||||||||||||||||||
|
Preferred Stock
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Treasury
Stock,
At Cost
|
|
Accumulated
Other
Comprehensive
Income (Loss), Net
|
|
Total
|
||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|||||||||||||||||||||
|
(In millions, except per share data)
|
||||||||||||||||||||||||||||||||
BALANCE AT JANUARY 1, 2017
|
1
|
|
|
$
|
820
|
|
|
1,214
|
|
|
$
|
13
|
|
|
$
|
17,092
|
|
|
$
|
666
|
|
|
$
|
(1,377
|
)
|
|
$
|
(550
|
)
|
|
$
|
16,664
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,263
|
|
|
—
|
|
|
—
|
|
|
1,263
|
|
|||||||
Other comprehensive income (loss), net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(66
|
)
|
|
(66
|
)
|
|||||||
Reclassification of the Tax Reform related revaluation of the deferred tax items within AOCI
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
133
|
|
|
—
|
|
|
(133
|
)
|
|
—
|
|
|||||||
Cash dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(370
|
)
|
|
—
|
|
|
—
|
|
|
(370
|
)
|
|||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(64
|
)
|
|
—
|
|
|
—
|
|
|
(64
|
)
|
|||||||
Common stock transactions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Impact of share repurchases
|
—
|
|
|
—
|
|
|
(85
|
)
|
|
(1
|
)
|
|
(1,274
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,275
|
)
|
|||||||
Impact of stock transactions under compensation plans, net and other
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40
|
|
|||||||
BALANCE AT DECEMBER 31, 2017
|
1
|
|
|
$
|
820
|
|
|
1,133
|
|
|
$
|
12
|
|
|
$
|
15,858
|
|
|
$
|
1,628
|
|
|
$
|
(1,377
|
)
|
|
$
|
(749
|
)
|
|
$
|
16,192
|
|
Cumulative effect from change in accounting guidance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,759
|
|
|
—
|
|
|
—
|
|
|
1,759
|
|
|||||||
Other comprehensive income (loss), net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(215
|
)
|
|
(215
|
)
|
|||||||
Cash dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(493
|
)
|
|
—
|
|
|
—
|
|
|
(493
|
)
|
|||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(64
|
)
|
|
—
|
|
|
—
|
|
|
(64
|
)
|
|||||||
Common stock transactions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Impact of share repurchases
|
—
|
|
|
—
|
|
|
(115
|
)
|
|
(1
|
)
|
|
(2,121
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,122
|
)
|
|||||||
Impact of stock transactions under compensation plans, net and other
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
35
|
|
|||||||
BALANCE AT DECEMBER 31, 2018
|
1
|
|
|
$
|
820
|
|
|
1,025
|
|
|
$
|
11
|
|
|
$
|
13,766
|
|
|
$
|
2,828
|
|
|
$
|
(1,371
|
)
|
|
$
|
(964
|
)
|
|
$
|
15,090
|
|
Cumulative effect from change in accounting guidance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,582
|
|
|
—
|
|
|
—
|
|
|
1,582
|
|
|||||||
Other comprehensive income (loss), net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
874
|
|
|
874
|
|
|||||||
Cash dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(582
|
)
|
|
—
|
|
|
—
|
|
|
(582
|
)
|
|||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(79
|
)
|
|
—
|
|
|
—
|
|
|
(79
|
)
|
|||||||
Preferred stock transactions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net proceeds from issuance of 500 thousand shares of Series C, fixed to floating rate, non-cumulative perpetual preferred stock, including related surplus
|
1
|
|
|
490
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
490
|
|
|||||||
Common stock transactions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Impact of share repurchases
|
—
|
|
|
—
|
|
|
(72
|
)
|
|
(1
|
)
|
|
(1,100
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,101
|
)
|
|||||||
Impact of stock transactions under compensation plans, net and other
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|||||||
BALANCE AT DECEMBER 31, 2019
|
2
|
|
|
$
|
1,310
|
|
|
957
|
|
|
$
|
10
|
|
|
$
|
12,685
|
|
|
$
|
3,751
|
|
|
$
|
(1,371
|
)
|
|
$
|
(90
|
)
|
|
$
|
16,295
|
|
|
Year Ended December 31
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In millions)
|
||||||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
1,582
|
|
|
$
|
1,759
|
|
|
$
|
1,263
|
|
Adjustments to reconcile net income to net cash from operating activities:
|
|
|
|
|
|
||||||
Provision for loan losses
|
387
|
|
|
229
|
|
|
150
|
|
|||
Depreciation, amortization and accretion, net
|
426
|
|
|
462
|
|
|
537
|
|
|||
Securities (gains) losses, net
|
28
|
|
|
(1
|
)
|
|
(22
|
)
|
|||
(Gain) on sale of business
|
—
|
|
|
(281
|
)
|
|
—
|
|
|||
Deferred income tax expense
|
62
|
|
|
226
|
|
|
209
|
|
|||
Originations and purchases of loans held for sale
|
(4,381
|
)
|
|
(3,351
|
)
|
|
(3,571
|
)
|
|||
Proceeds from sales of loans held for sale
|
4,144
|
|
|
3,451
|
|
|
4,053
|
|
|||
(Gain) loss on sale of loans, net
|
(124
|
)
|
|
(73
|
)
|
|
(118
|
)
|
|||
Loss on early extinguishment of debt
|
16
|
|
|
—
|
|
|
—
|
|
|||
Net change in operating assets and liabilities:
|
|
|
|
|
|
||||||
Other earning assets
|
158
|
|
|
116
|
|
|
48
|
|
|||
Interest receivable and other assets
|
(347
|
)
|
|
171
|
|
|
(410
|
)
|
|||
Other liabilities
|
453
|
|
|
(470
|
)
|
|
110
|
|
|||
Other
|
177
|
|
|
37
|
|
|
48
|
|
|||
Net cash from operating activities
|
2,581
|
|
|
2,275
|
|
|
2,297
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Proceeds from maturities of debt securities held to maturity
|
148
|
|
|
174
|
|
|
196
|
|
|||
Proceeds from sales of debt securities available for sale
|
5,372
|
|
|
254
|
|
|
815
|
|
|||
Proceeds from maturities of debt securities available for sale
|
3,532
|
|
|
3,383
|
|
|
3,575
|
|
|||
Net proceeds from (payments for) bank-owned life insurance
|
(8
|
)
|
|
(4
|
)
|
|
(1
|
)
|
|||
Purchases of debt securities available for sale
|
(8,102
|
)
|
|
(3,410
|
)
|
|
(4,404
|
)
|
|||
Purchases of debt securities held to maturity
|
—
|
|
|
—
|
|
|
(494
|
)
|
|||
Proceeds from sales of loans
|
471
|
|
|
307
|
|
|
25
|
|
|||
Purchases of loans
|
(1,468
|
)
|
|
(503
|
)
|
|
(238
|
)
|
|||
Purchases of mortgage servicing rights
|
(24
|
)
|
|
(71
|
)
|
|
(41
|
)
|
|||
Net change in loans
|
766
|
|
|
(3,381
|
)
|
|
(84
|
)
|
|||
Net purchases of other assets
|
(178
|
)
|
|
(151
|
)
|
|
(150
|
)
|
|||
Proceeds from disposition of business, net of cash transferred
|
—
|
|
|
357
|
|
|
—
|
|
|||
Net cash from investing activities
|
509
|
|
|
(3,045
|
)
|
|
(801
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Net change in deposits
|
2,984
|
|
|
(2,398
|
)
|
|
(2,146
|
)
|
|||
Net change in short-term borrowings
|
450
|
|
|
1,100
|
|
|
500
|
|
|||
Proceeds from long-term borrowings
|
21,274
|
|
|
21,750
|
|
|
6,649
|
|
|||
Payments on long-term borrowings
|
(25,926
|
)
|
|
(17,451
|
)
|
|
(6,255
|
)
|
|||
Net proceeds from issuance of preferred stock
|
490
|
|
|
—
|
|
|
—
|
|
|||
Cash dividends on common stock
|
(577
|
)
|
|
(452
|
)
|
|
(346
|
)
|
|||
Cash dividends on preferred stock
|
(79
|
)
|
|
(64
|
)
|
|
(64
|
)
|
|||
Repurchases of common stock
|
(1,101
|
)
|
|
(2,122
|
)
|
|
(1,275
|
)
|
|||
Taxes paid related to net share settlement of equity awards
|
(29
|
)
|
|
(35
|
)
|
|
(22
|
)
|
|||
Other
|
—
|
|
|
(1
|
)
|
|
(7
|
)
|
|||
Net cash from financing activities
|
(2,514
|
)
|
|
327
|
|
|
(2,966
|
)
|
|||
Net change in cash and cash equivalents
|
576
|
|
|
(443
|
)
|
|
(1,470
|
)
|
|||
Cash and cash equivalents at beginning of year
|
3,538
|
|
|
3,981
|
|
|
5,451
|
|
|||
Cash and cash equivalents at end of year
|
$
|
4,114
|
|
|
$
|
3,538
|
|
|
$
|
3,981
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In millions)
|
||||||||||
Cash paid during the period for:
|
|
|
|
|
|
||||||
Interest on deposits and borrowings
|
$
|
851
|
|
|
$
|
581
|
|
|
$
|
363
|
|
Income taxes, net
|
85
|
|
|
57
|
|
|
181
|
|
|||
Non-cash transfers:
|
|
|
|
|
|
||||||
Loans held for sale and loans transferred to other real estate
|
63
|
|
|
54
|
|
|
80
|
|
|||
Loans transferred to loans held for sale
|
66
|
|
|
313
|
|
|
41
|
|
|||
Loans held for sale transferred to loans
|
3
|
|
|
14
|
|
|
8
|
|
|||
Properties transferred to held for sale
|
62
|
|
|
21
|
|
|
33
|
|
|||
Loans settled with other earning assets
|
—
|
|
|
—
|
|
|
33
|
|
|||
Operating lease assets settled with other earning assets
|
—
|
|
|
—
|
|
|
15
|
|
•
|
Credit quality trends,
|
•
|
Loss experience in particular portfolios,
|
•
|
Macroeconomic factors such as unemployment, real estate prices, or commodity pricing volatility,
|
•
|
Changes in risk selection and underwriting standards,
|
•
|
Shifts in credit quality of consumer customers which is not yet reflected in the historical data,
|
•
|
Volatility associated with large individual credits.
|
•
|
Recent operating performance,
|
•
|
Changes in market capitalization,
|
•
|
Regulatory actions and assessments,
|
•
|
Changes in the business climate (including legislation, legal factors and competition),
|
•
|
Company-specific factors (including changes in key personnel, asset impairments, and business dispositions), and
|
•
|
Trends in the banking industry.
|
•
|
Level 1 valuations, where the valuation is based on quoted market prices for identical assets or liabilities traded in active markets (which include exchanges and over-the-counter markets with sufficient volume),
|
•
|
Level 2 valuations, where the valuation is based on quoted market prices for similar instruments traded in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market, and
|
•
|
Level 3 valuations, where the valuation is generated from model-based techniques that use significant assumptions not observable in the market, but observable based on Company-specific data. These unobservable assumptions reflect the Company’s own estimates for assumptions that market participants would use in pricing the asset or liability. Valuation techniques typically include option pricing models, discounted cash flow models and similar techniques, but may also include the use of market prices of assets or liabilities that are not directly comparable to the subject asset or liability.
|
•
|
U.S. Treasuries are valued based on quoted market prices of identical assets on active exchanges. Pricing received for U.S. Treasuries from third-party services is based on a market approach using dealer quotes from multiple active market makers and real-time trading systems. These valuations are Level 1 measurements.
|
•
|
Mortgage-backed securities are valued primarily using data from third-party pricing services for similar securities as applicable. Pricing from these third-party services is generally based on a market approach using observable inputs such as benchmark yields, reported trades, broker/dealer quotes, benchmark securities, TBA prices, issuer spreads, bids and offers, monthly payment information, and collateral performance, as applicable. These valuations are Level 2 measurements. Where such comparable data is not available, the Company develops valuations based on assumptions that are not readily observable in the market place; these valuations are Level 3 measurements.
|
•
|
Obligations of states and political subdivisions are generally based on data from third-party pricing services. The valuations are based on a market approach using observable inputs such as benchmark yields, MSRB reported trades, material event notices and new issue data. These valuations are Level 2 measurements. Where such comparable data is not available, the Company develops valuations based on assumptions that are not readily observable in the market place; these valuations are Level 3 measurements.
|
•
|
Other debt securities are valued based on Level 1, 2 and 3 measurements, depending on pricing methodology selected and are valued primarily using data from third-party pricing services. Pricing from these third-party services is generally based on a market approach using observable inputs such as benchmark yields, reported trades, broker/dealer quotes, issuer spreads, benchmark securities, bids and offers, and TRACE reported trades.
|
Standard
|
Description
|
Required Date of Adoption
|
Effect on Regions' financial statements or other significant matters
|
Standards Adopted (or partially adopted) in 2019
|
|||
ASU 2016-02, Leases
ASU 2018-01, Land Easement Practical Expedient for Transition to Topic 842 ASU 2018-10, Narrow Amendments to Topic 842 ASU 2018-11, Targeted Improvements to Topic 842 ASU 2018-20, Narrow-Scope Improvements for Lessors ASU 2019-01, Codification Improvements |
This ASU creates ASC Topic 842, Leases, and supersedes Topic 840, Leases. The new guidance requires lessees to record a right-of-use asset and a corresponding liability equal to the present value of future rental payments on their balance sheets for all leases with a term greater than one year. There are not significant changes to lessor accounting; however, there were certain improvements made to align lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. This guidance expands both quantitative and qualitative required disclosures.
|
January 1, 2019
|
Regions adopted the standard on January 1, 2019 using the optional transition method, which allowed for a modified retrospective method of adoption with an immaterial cumulative effect adjustment to retained earnings without restating comparable periods. Regions elected the relief package of practical expedients for which there is no requirement to reassess existence of leases, their classification, and initial direct costs. Regions also applied the exemption for short-term leases with a term of less than one year, whereby Regions does not recognize a lease liability or right-of-use asset on the balance sheet but instead recognizes lease payments as an expense over the lease term as appropriate. For property leases, Regions did not elect the practical expedient to combine lease and non-lease components.
The standard resulted in recognition of right-of-use assets and lease liabilities for operating leases, while accounting for finance leases remains largely unchanged. Adoption of the standard resulted in the recognition of additional right-of-use assets and lease liabilities for operating leases of approximately $451 million as of January 1, 2019. Operating lease right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most leases do not state an implicit rate, Regions utilizes the incremental borrowing rate based on information available at the commencement date to determine the present value of the lease payments. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the option will be exercised. Lease expenses are recognized on a straight-line basis over the lease term. |
ASU 2017-08, Receivables- Nonrefundable Fees and Other Costs
|
This ASU amends Subtopic 310-20, Receivables-Nonrefundable Fees and Other Costs, to shorten the amortization period for certain purchased callable debt securities held at a premium to the earliest call date. Current guidance generally requires entities to amortize a premium as a yield adjustment over the contractual life of the instrument. Shortening the amortization period is generally expected to more closely align the recognition of interest income with expectations incorporated into the pricing of the underlying securities. The amendments do not affect the accounting treatment of discounts. This ASU should be adopted on a modified retrospective basis.
|
January 1, 2019
|
The adoption of this guidance did not have a material impact.
|
Standard
|
Description
|
Required Date of Adoption
|
Effect on Regions' financial statements or other significant matters
|
Standards Adopted (or partially adopted) in 2019 (continued)
|
|||
ASU 2018-07,
Compensation - Stock Compensation |
This ASU amends and expands the scope of Topic 718, Compensation-Stock Compensation, to include share-based payment transactions for acquiring goods and services for non-employees. Under this guidance, the accounting for share-based payments to non-employees and employees will be substantially aligned. The measurement of equity-classified non-employee awards will now be fixed at the grant date.
|
January 1, 2019
|
The adoption of this guidance did not have a material impact.
|
ASU 2018-09, Codification Improvements
|
The FASB issued this ASU to clarify, improve, and correct errors in the Codification. The ASU covers nine amendments, which affect a wide variety of Topics including business combinations, debt, derivatives and hedging, and defined contribution pension plans. Some amendments do not require transition guidance and are effective upon issuance, while others will be applicable for Regions starting in 2019.
|
January 1, 2019
|
The adoption of this guidance did not have a material impact.
|
ASU 2018-16, Derivatives and Hedging
|
This ASU amends Topic 815, Derivatives and Hedging, to expand the list of U.S. benchmark interest rates permitted in applying hedge accounting. The amendments permit all entities that elect to apply hedge accounting to benchmark interest rate hedges under ASC 815, Derivatives and Hedging, to use the OIS rate based on the SOFR as a U.S. benchmark interest rate in addition to the four eligible U.S. benchmark interest rates. The amendments should be applied prospectively for qualifying new or redesignated hedging relationships entered into on or after the date of adoption.
|
January 1, 2019
|
The adoption of this guidance did not have a material impact.
|
ASU 2019-07, Codification Improvements in Response to the SEC's Disclosure Update and Simplification Initiative
|
This ASU incorporates the SEC's final rules on Disclosure Update and Simplification and Investment Company Reporting Modernization. In 2018, the SEC issued Release No. 33-10532, Disclosure Update and Simplification, which amended certain disclosure requirements that had become redundant, outdated or superseded.
|
July 19, 2019
Effective upon issuance. |
The adoption of this guidance did not have a material impact.
|
|
2019
|
|
2018
|
||||
|
(In millions)
|
||||||
Affordable housing tax credit investments included in other assets
|
$
|
932
|
|
|
$
|
1,021
|
|
Unfunded affordable housing tax credit commitments included in other liabilities
|
213
|
|
|
289
|
|
||
Loans and letters of credit commitments
|
265
|
|
|
329
|
|
||
Funded portion of loans and letters of credit commitments
|
157
|
|
|
166
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In millions)
|
||||||||||
Tax credits and other tax benefits recognized
|
$
|
165
|
|
|
$
|
174
|
|
|
$
|
189
|
|
Tax credit amortization expense included in provision for income taxes
|
131
|
|
|
137
|
|
|
160
|
|
|
2019
|
|
2018
|
||||
|
(In millions)
|
||||||
Gross equity method investments
|
$
|
176
|
|
|
$
|
122
|
|
Unfunded equity method commitments
|
72
|
|
|
49
|
|
||
Net funded equity method investments included in other assets
|
$
|
104
|
|
|
$
|
73
|
|
|
Year Ended December 31
|
||||||
|
2018
|
|
2017
|
||||
|
(In millions)
|
||||||
Interest income
|
$
|
1
|
|
|
$
|
1
|
|
Interest expense
|
—
|
|
|
—
|
|
||
Net interest income
|
1
|
|
|
1
|
|
||
Non-interest income:
|
|
|
|
||||
Securities gains (losses), net
|
(1
|
)
|
|
3
|
|
||
Insurance commissions and fees
|
69
|
|
|
140
|
|
||
Gain on sale of business
|
281
|
|
|
—
|
|
||
Other
|
—
|
|
|
3
|
|
||
Total non-interest income
|
349
|
|
|
146
|
|
||
Non-interest expense:
|
|
|
|
||||
Salaries and employee benefits
|
49
|
|
|
96
|
|
||
Net occupancy expense
|
3
|
|
|
6
|
|
||
Furniture and equipment expense
|
2
|
|
|
4
|
|
||
Other
|
16
|
|
|
30
|
|
||
Total non-interest expense
|
70
|
|
|
136
|
|
||
Income from discontinued operations before income taxes
|
280
|
|
|
11
|
|
||
Income tax expense (benefit)
|
84
|
|
|
(5
|
)
|
||
Income from discontinued operations, net of tax
|
$
|
196
|
|
|
$
|
16
|
|
|
Year Ended December 31
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In millions, except per share data)
|
||||||||||
Income from discontinued operations before income taxes
|
$
|
—
|
|
|
$
|
271
|
|
|
$
|
19
|
|
Income tax expense (benefit)
|
—
|
|
|
80
|
|
|
(3
|
)
|
|||
Income from discontinued operations, net of tax
|
$
|
—
|
|
|
$
|
191
|
|
|
$
|
22
|
|
Earnings per common share from discontinued operations:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.00
|
|
|
$
|
0.18
|
|
|
$
|
0.02
|
|
Diluted
|
$
|
0.00
|
|
|
$
|
0.17
|
|
|
$
|
0.02
|
|
|
December 31, 2019
|
||||||||||||||||||||||||||
|
|
|
Recognized in OCI (1)
|
|
|
|
Not recognized in OCI
|
|
|
||||||||||||||||||
|
Amortized
Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Carrying Value
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Debt securities held to maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Residential agency
|
$
|
736
|
|
|
$
|
—
|
|
|
$
|
(26
|
)
|
|
$
|
710
|
|
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
732
|
|
Commercial agency
|
625
|
|
|
—
|
|
|
(3
|
)
|
|
622
|
|
|
20
|
|
|
(2
|
)
|
|
640
|
|
|||||||
|
$
|
1,361
|
|
|
$
|
—
|
|
|
$
|
(29
|
)
|
|
$
|
1,332
|
|
|
$
|
42
|
|
|
$
|
(2
|
)
|
|
$
|
1,372
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Debt securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
U.S. Treasury securities
|
$
|
180
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
182
|
|
|
|
|
|
|
$
|
182
|
|
||||
Federal agency securities
|
42
|
|
|
1
|
|
|
—
|
|
|
43
|
|
|
|
|
|
|
43
|
|
|||||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Residential agency
|
15,336
|
|
|
218
|
|
|
(38
|
)
|
|
15,516
|
|
|
|
|
|
|
15,516
|
|
|||||||||
Residential non-agency
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
|
|
|
|
1
|
|
|||||||||
Commercial agency
|
4,720
|
|
|
77
|
|
|
(31
|
)
|
|
4,766
|
|
|
|
|
|
|
4,766
|
|
|||||||||
Commercial non-agency
|
639
|
|
|
8
|
|
|
—
|
|
|
647
|
|
|
|
|
|
|
647
|
|
|||||||||
Corporate and other debt securities
|
1,414
|
|
|
38
|
|
|
(1
|
)
|
|
1,451
|
|
|
|
|
|
|
1,451
|
|
|||||||||
|
$
|
22,332
|
|
|
$
|
344
|
|
|
$
|
(70
|
)
|
|
$
|
22,606
|
|
|
|
|
|
|
$
|
22,606
|
|
|
December 31, 2018
|
||||||||||||||||||||||||||
|
|
|
Recognized in OCI (1)
|
|
|
|
Not recognized in OCI
|
|
|
||||||||||||||||||
|
Amortized
Cost |
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Carrying Value
|
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Estimated
Fair Value |
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Debt securities held to maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Residential agency
|
$
|
883
|
|
|
$
|
—
|
|
|
$
|
(32
|
)
|
|
$
|
851
|
|
|
$
|
1
|
|
|
$
|
(10
|
)
|
|
$
|
842
|
|
Commercial agency
|
634
|
|
|
—
|
|
|
(3
|
)
|
|
631
|
|
|
—
|
|
|
(13
|
)
|
|
618
|
|
|||||||
|
$
|
1,517
|
|
|
$
|
—
|
|
|
$
|
(35
|
)
|
|
$
|
1,482
|
|
|
$
|
1
|
|
|
$
|
(23
|
)
|
|
$
|
1,460
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Debt securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
U.S. Treasury securities
|
$
|
284
|
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
$
|
280
|
|
|
|
|
|
|
$
|
280
|
|
||||
Federal agency securities
|
43
|
|
|
—
|
|
|
—
|
|
|
43
|
|
|
|
|
|
|
43
|
|
|||||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Residential agency
|
17,064
|
|
|
26
|
|
|
(466
|
)
|
|
16,624
|
|
|
|
|
|
|
16,624
|
|
|||||||||
Residential non-agency
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
|
|
|
|
2
|
|
|||||||||
Commercial agency
|
3,891
|
|
|
8
|
|
|
(64
|
)
|
|
3,835
|
|
|
|
|
|
|
3,835
|
|
|||||||||
Commercial non-agency
|
768
|
|
|
2
|
|
|
(10
|
)
|
|
760
|
|
|
|
|
|
|
760
|
|
|||||||||
Corporate and other debt securities
|
1,206
|
|
|
2
|
|
|
(23
|
)
|
|
1,185
|
|
|
|
|
|
|
1,185
|
|
|||||||||
|
$
|
23,258
|
|
|
$
|
38
|
|
|
$
|
(567
|
)
|
|
$
|
22,729
|
|
|
|
|
|
|
$
|
22,729
|
|
(1)
|
The gross unrealized losses recognized in OCI on securities held to maturity resulted from a transfer of securities available for sale to held to maturity in the second quarter of 2013.
|
|
Amortized
Cost
|
|
Estimated
Fair Value
|
||||
|
(In millions)
|
||||||
Debt securities held to maturity:
|
|
|
|
||||
Mortgage-backed securities:
|
|
|
|
||||
Residential agency
|
$
|
736
|
|
|
$
|
732
|
|
Commercial agency
|
625
|
|
|
640
|
|
||
|
$
|
1,361
|
|
|
$
|
1,372
|
|
Debt securities available for sale:
|
|
|
|
||||
Due in one year or less
|
$
|
79
|
|
|
$
|
79
|
|
Due after one year through five years
|
1,089
|
|
|
1,110
|
|
||
Due after five years through ten years
|
415
|
|
|
432
|
|
||
Due after ten years
|
53
|
|
|
55
|
|
||
Mortgage-backed securities:
|
|
|
|
||||
Residential agency
|
15,336
|
|
|
15,516
|
|
||
Residential non-agency
|
1
|
|
|
1
|
|
||
Commercial agency
|
4,720
|
|
|
4,766
|
|
||
Commercial non-agency
|
639
|
|
|
647
|
|
||
|
$
|
22,332
|
|
|
$
|
22,606
|
|
|
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
|
|
|
$
|
—
|
|
|
$
|
501
|
|
|
$
|
(5
|
)
|
|
$
|
583
|
|
|
$
|
(5
|
)
|
Commercial agency
|
—
|
|
|
—
|
|
|
127
|
|
|
(5
|
)
|
|
127
|
|
|
(5
|
)
|
||||||
|
$
|
82
|
|
|
$
|
—
|
|
|
$
|
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
|
|
|
—
|
|
|
1,522
|
|
|
(31
|
)
|
||||||
Corporate and other debt securities
|
19
|
|
|
—
|
|
|
32
|
|
|
(1
|
)
|
|
51
|
|
|
(1
|
)
|
||||||
|
$
|
3,870
|
|
|
$
|
(42
|
)
|
|
$
|
2,610
|
|
|
$
|
(28
|
)
|
|
$
|
6,480
|
|
|
$
|
(70
|
)
|
|
December 31, 2018
|
||||||||||||||||||||||
|
Less Than Twelve Months
|
|
Twelve Months or More
|
|
Total
|
||||||||||||||||||
|
Estimated
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
|
Gross
Unrealized
Losses
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Debt securities held to maturity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential agency
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
842
|
|
|
$
|
(42
|
)
|
|
$
|
842
|
|
|
$
|
(42
|
)
|
Commercial agency
|
486
|
|
|
(7
|
)
|
|
132
|
|
|
(9
|
)
|
|
618
|
|
|
(16
|
)
|
||||||
|
$
|
486
|
|
|
$
|
(7
|
)
|
|
$
|
974
|
|
|
$
|
(51
|
)
|
|
$
|
1,460
|
|
|
$
|
(58
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Treasury securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
261
|
|
|
$
|
(4
|
)
|
|
$
|
261
|
|
|
$
|
(4
|
)
|
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential agency
|
2,830
|
|
|
(37
|
)
|
|
11,010
|
|
|
(429
|
)
|
|
13,840
|
|
|
(466
|
)
|
||||||
Commercial agency
|
1,073
|
|
|
(13
|
)
|
|
2,254
|
|
|
(51
|
)
|
|
3,327
|
|
|
(64
|
)
|
||||||
Commercial non-agency
|
229
|
|
|
(1
|
)
|
|
404
|
|
|
(9
|
)
|
|
633
|
|
|
(10
|
)
|
||||||
Corporate and other debt securities
|
659
|
|
|
(11
|
)
|
|
310
|
|
|
(12
|
)
|
|
969
|
|
|
(23
|
)
|
||||||
|
$
|
4,791
|
|
|
$
|
(62
|
)
|
|
$
|
14,239
|
|
|
$
|
(505
|
)
|
|
$
|
19,030
|
|
|
$
|
(567
|
)
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In millions)
|
||||||||||
Gross realized gains
|
$
|
16
|
|
|
$
|
4
|
|
|
$
|
22
|
|
Gross realized losses
|
(43
|
)
|
|
(1
|
)
|
|
(5
|
)
|
|||
OTTI
|
(1
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|||
Debt securities available for sale gains (losses), net (1)
|
$
|
(28
|
)
|
|
$
|
1
|
|
|
$
|
16
|
|
|
2019
|
|
2018
|
||||
|
(In millions)
|
||||||
Commercial and industrial
|
$
|
39,971
|
|
|
$
|
39,282
|
|
Commercial real estate mortgage—owner-occupied
|
5,537
|
|
|
5,549
|
|
||
Commercial real estate construction—owner-occupied
|
331
|
|
|
384
|
|
||
Total commercial
|
45,839
|
|
|
45,215
|
|
||
Commercial investor real estate mortgage
|
4,936
|
|
|
4,650
|
|
||
Commercial investor real estate construction
|
1,621
|
|
|
1,786
|
|
||
Total investor real estate
|
6,557
|
|
|
6,436
|
|
||
Residential first mortgage
|
14,485
|
|
|
14,276
|
|
||
Home equity
|
8,384
|
|
|
9,257
|
|
||
Indirect—vehicles
|
1,812
|
|
|
3,053
|
|
||
Indirect—other consumer
|
3,249
|
|
|
2,349
|
|
||
Consumer credit card
|
1,387
|
|
|
1,345
|
|
||
Other consumer
|
1,250
|
|
|
1,221
|
|
||
Total consumer
|
30,567
|
|
|
31,501
|
|
||
Total loans, net of unearned income (1)
|
$
|
82,963
|
|
|
$
|
83,152
|
|
(1)
|
Loans are presented net of unearned income, unamortized discounts and premiums and net deferred loan costs of $11 million and $(4) million at December 31, 2019 and 2018, respectively.
|
|
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
|
138
|
|
|
(16
|
)
|
|
265
|
|
|
387
|
|
||||
Loan losses:
|
|
|
|
|
|
|
|
||||||||
Charge-offs
|
(150
|
)
|
|
(1
|
)
|
|
(292
|
)
|
|
(443
|
)
|
||||
Recoveries
|
29
|
|
|
4
|
|
|
52
|
|
|
85
|
|
||||
Net loan losses
|
(121
|
)
|
|
3
|
|
|
(240
|
)
|
|
(358
|
)
|
||||
Allowance for loan losses, December 31, 2019
|
537
|
|
|
45
|
|
|
287
|
|
|
869
|
|
||||
Reserve for unfunded credit commitments, January 1, 2019
|
47
|
|
|
4
|
|
|
—
|
|
|
51
|
|
||||
Provision (credit) for unfunded credit losses
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
||||
Reserve for unfunded credit commitments, December 31, 2019
|
41
|
|
|
4
|
|
|
—
|
|
|
45
|
|
||||
Allowance for credit losses, December 31, 2019
|
$
|
578
|
|
|
$
|
49
|
|
|
$
|
287
|
|
|
$
|
914
|
|
Portion of ending allowance for loan losses:
|
|
|
|
|
|
|
|
||||||||
Individually evaluated for impairment
|
$
|
120
|
|
|
$
|
4
|
|
|
$
|
29
|
|
|
$
|
153
|
|
Collectively evaluated for impairment
|
417
|
|
|
41
|
|
|
258
|
|
|
716
|
|
||||
Total allowance for loan losses
|
$
|
537
|
|
|
$
|
45
|
|
|
$
|
287
|
|
|
$
|
869
|
|
Portion of loan portfolio ending balance:
|
|
|
|
|
|
|
|
||||||||
Individually evaluated for impairment
|
$
|
537
|
|
|
$
|
34
|
|
|
$
|
381
|
|
|
$
|
952
|
|
Collectively evaluated for impairment
|
45,302
|
|
|
6,523
|
|
|
30,186
|
|
|
82,011
|
|
||||
Total loans evaluated for impairment
|
$
|
45,839
|
|
|
$
|
6,557
|
|
|
$
|
30,567
|
|
|
$
|
82,963
|
|
|
2018
|
||||||||||||||
|
Commercial
|
|
Investor Real
Estate
|
|
Consumer
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Allowance for loan losses, January 1, 2018
|
$
|
591
|
|
|
$
|
64
|
|
|
$
|
279
|
|
|
$
|
934
|
|
Provision (credit) for loan losses
|
32
|
|
|
(5
|
)
|
|
202
|
|
|
229
|
|
||||
Loan losses:
|
|
|
|
|
|
|
|
||||||||
Charge-offs
|
(148
|
)
|
|
(9
|
)
|
|
(276
|
)
|
|
(433
|
)
|
||||
Recoveries
|
45
|
|
|
8
|
|
|
57
|
|
|
110
|
|
||||
Net loan losses
|
(103
|
)
|
|
(1
|
)
|
|
(219
|
)
|
|
(323
|
)
|
||||
Allowance for loan losses, December 31, 2018
|
520
|
|
|
58
|
|
|
262
|
|
|
840
|
|
||||
Reserve for unfunded credit commitments, January 1, 2018
|
49
|
|
|
4
|
|
|
—
|
|
|
53
|
|
||||
Provision (credit) for unfunded credit losses
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||
Reserve for unfunded credit commitments, December 31, 2018
|
47
|
|
|
4
|
|
|
—
|
|
|
51
|
|
||||
Allowance for credit losses, December 31, 2018
|
$
|
567
|
|
|
$
|
62
|
|
|
$
|
262
|
|
|
$
|
891
|
|
Portion of ending allowance for loan losses:
|
|
|
|
|
|
|
|
||||||||
Individually evaluated for impairment
|
$
|
104
|
|
|
$
|
2
|
|
|
$
|
26
|
|
|
$
|
132
|
|
Collectively evaluated for impairment
|
416
|
|
|
56
|
|
|
236
|
|
|
708
|
|
||||
Total allowance for loan losses
|
$
|
520
|
|
|
$
|
58
|
|
|
$
|
262
|
|
|
$
|
840
|
|
Portion of loan portfolio ending balance:
|
|
|
|
|
|
|
|
||||||||
Individually evaluated for impairment
|
$
|
490
|
|
|
$
|
25
|
|
|
$
|
419
|
|
|
$
|
934
|
|
Collectively evaluated for impairment
|
44,725
|
|
|
6,411
|
|
|
31,082
|
|
|
82,218
|
|
||||
Total loans evaluated for impairment
|
$
|
45,215
|
|
|
$
|
6,436
|
|
|
$
|
31,501
|
|
|
$
|
83,152
|
|
|
2017
|
||||||||||||||
|
Commercial
|
|
Investor Real
Estate
|
|
Consumer
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Allowance for loan losses, January 1, 2017
|
$
|
753
|
|
|
$
|
85
|
|
|
$
|
253
|
|
|
$
|
1,091
|
|
Provision (credit) for loan losses
|
(28
|
)
|
|
(42
|
)
|
|
220
|
|
|
150
|
|
||||
Loan losses:
|
|
|
|
|
|
|
|
||||||||
Charge-offs
|
(176
|
)
|
|
(2
|
)
|
|
(256
|
)
|
|
(434
|
)
|
||||
Recoveries
|
42
|
|
|
23
|
|
|
62
|
|
|
127
|
|
||||
Net loan losses
|
(134
|
)
|
|
21
|
|
|
(194
|
)
|
|
(307
|
)
|
||||
Allowance for loan losses, December 31, 2017
|
591
|
|
|
64
|
|
|
279
|
|
|
934
|
|
||||
Reserve for unfunded credit commitments, January 1, 2017
|
64
|
|
|
5
|
|
|
—
|
|
|
69
|
|
||||
Provision (credit) for unfunded credit losses
|
(15
|
)
|
|
(1
|
)
|
|
—
|
|
|
(16
|
)
|
||||
Reserve for unfunded credit commitments, December 31, 2017
|
49
|
|
|
4
|
|
|
—
|
|
|
53
|
|
||||
Allowance for credit losses, December 31, 2017
|
$
|
640
|
|
|
$
|
68
|
|
|
$
|
279
|
|
|
$
|
987
|
|
Portion of ending allowance for loan losses:
|
|
|
|
|
|
|
|
||||||||
Individually evaluated for impairment
|
$
|
171
|
|
|
$
|
8
|
|
|
$
|
47
|
|
|
$
|
226
|
|
Collectively evaluated for impairment
|
420
|
|
|
56
|
|
|
232
|
|
|
708
|
|
||||
Total allowance for loan losses
|
$
|
591
|
|
|
$
|
64
|
|
|
$
|
279
|
|
|
$
|
934
|
|
Portion of loan portfolio ending balance:
|
|
|
|
|
|
|
|
||||||||
Individually evaluated for impairment
|
$
|
756
|
|
|
$
|
96
|
|
|
$
|
706
|
|
|
$
|
1,558
|
|
Collectively evaluated for impairment
|
41,884
|
|
|
5,738
|
|
|
30,767
|
|
|
78,389
|
|
||||
Total loans evaluated for impairment
|
$
|
42,640
|
|
|
$
|
5,834
|
|
|
$
|
31,473
|
|
|
$
|
79,947
|
|
•
|
Pass—includes obligations where the probability of default is considered low;
|
•
|
Special Mention—includes obligations that have potential weakness that may, if not reversed or corrected, weaken the credit or inadequately protect the Company’s position at some future date. Obligations in this category may also be subject to economic or market conditions that may, in the future, have an adverse effect on debt service ability;
|
•
|
Substandard Accrual—includes obligations that exhibit a well-defined weakness that presently jeopardizes debt repayment, even though they are currently performing. These obligations are characterized by the distinct possibility that the Company may incur a loss in the future if these weaknesses are not corrected;
|
•
|
Non-accrual—includes obligations where management has determined that full payment of principal and interest is in doubt.
|
|
2019
|
||||||||||||||||||
|
Pass
|
|
Special
Mention
|
|
Substandard
Accrual
|
|
Non-accrual
|
|
Total
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Commercial and industrial
|
$
|
38,318
|
|
|
$
|
598
|
|
|
$
|
708
|
|
|
$
|
347
|
|
|
$
|
39,971
|
|
Commercial real estate mortgage—owner-occupied
|
5,183
|
|
|
110
|
|
|
171
|
|
|
73
|
|
|
5,537
|
|
|||||
Commercial real estate construction—owner-occupied
|
304
|
|
|
5
|
|
|
11
|
|
|
11
|
|
|
331
|
|
|||||
Total commercial
|
$
|
43,805
|
|
|
$
|
713
|
|
|
$
|
890
|
|
|
$
|
431
|
|
|
$
|
45,839
|
|
Commercial investor real estate mortgage
|
$
|
4,738
|
|
|
$
|
171
|
|
|
$
|
25
|
|
|
$
|
2
|
|
|
$
|
4,936
|
|
Commercial investor real estate construction
|
1,602
|
|
|
5
|
|
|
14
|
|
|
—
|
|
|
1,621
|
|
|||||
Total investor real estate
|
$
|
6,340
|
|
|
$
|
176
|
|
|
$
|
39
|
|
|
$
|
2
|
|
|
$
|
6,557
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
Accrual
|
|
Non-accrual
|
|
Total
|
||||||||||
|
|
|
|
|
(In millions)
|
||||||||||||||
Residential first mortgage
|
|
|
|
|
$
|
14,458
|
|
|
$
|
27
|
|
|
$
|
14,485
|
|
||||
Home equity
|
|
|
|
|
8,337
|
|
|
47
|
|
|
8,384
|
|
|||||||
Indirect—vehicles
|
|
|
|
|
1,812
|
|
|
—
|
|
|
1,812
|
|
|||||||
Indirect—other consumer
|
|
|
|
|
3,249
|
|
|
—
|
|
|
3,249
|
|
|||||||
Consumer credit card
|
|
|
|
|
1,387
|
|
|
—
|
|
|
1,387
|
|
|||||||
Other consumer
|
|
|
|
|
1,250
|
|
|
—
|
|
|
1,250
|
|
|||||||
Total consumer
|
|
|
|
|
$
|
30,493
|
|
|
$
|
74
|
|
|
$
|
30,567
|
|
||||
|
|
|
|
|
|
|
|
|
$
|
82,963
|
|
|
2018
|
||||||||||||||||||
|
Pass
|
|
Special
Mention
|
|
Substandard
Accrual
|
|
Non-accrual
|
|
Total
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Commercial and industrial
|
$
|
37,963
|
|
|
$
|
666
|
|
|
$
|
346
|
|
|
$
|
307
|
|
|
$
|
39,282
|
|
Commercial real estate mortgage—owner-occupied
|
5,193
|
|
|
208
|
|
|
81
|
|
|
67
|
|
|
5,549
|
|
|||||
Commercial real estate construction—owner-occupied
|
356
|
|
|
7
|
|
|
13
|
|
|
8
|
|
|
384
|
|
|||||
Total commercial
|
$
|
43,512
|
|
|
$
|
881
|
|
|
$
|
440
|
|
|
$
|
382
|
|
|
$
|
45,215
|
|
Commercial investor real estate mortgage
|
$
|
4,444
|
|
|
$
|
52
|
|
|
$
|
143
|
|
|
$
|
11
|
|
|
$
|
4,650
|
|
Commercial investor real estate construction
|
1,773
|
|
|
6
|
|
|
7
|
|
|
—
|
|
|
1,786
|
|
|||||
Total investor real estate
|
$
|
6,217
|
|
|
$
|
58
|
|
|
$
|
150
|
|
|
$
|
11
|
|
|
$
|
6,436
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
Accrual
|
|
Non-accrual
|
|
Total
|
||||||||||
|
|
|
|
|
(In millions)
|
||||||||||||||
Residential first mortgage
|
|
|
|
|
$
|
14,236
|
|
|
$
|
40
|
|
|
$
|
14,276
|
|
||||
Home equity
|
|
|
|
|
9,194
|
|
|
63
|
|
|
9,257
|
|
|||||||
Indirect—vehicles
|
|
|
|
|
3,053
|
|
|
—
|
|
|
3,053
|
|
|||||||
Indirect—other consumer
|
|
|
|
|
2,349
|
|
|
—
|
|
|
2,349
|
|
|||||||
Consumer credit card
|
|
|
|
|
1,345
|
|
|
—
|
|
|
1,345
|
|
|||||||
Other consumer
|
|
|
|
|
1,221
|
|
|
—
|
|
|
1,221
|
|
|||||||
Total consumer
|
|
|
|
|
$
|
31,398
|
|
|
$
|
103
|
|
|
$
|
31,501
|
|
||||
|
|
|
|
|
|
|
|
|
$
|
83,152
|
|
|
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
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
320
|
|
|
11
|
|
|
331
|
|
|||||||
Total commercial
|
43
|
|
|
24
|
|
|
12
|
|
|
79
|
|
|
45,408
|
|
|
431
|
|
|
45,839
|
|
|||||||
Commercial investor real estate mortgage
|
1
|
|
|
1
|
|
|
—
|
|
|
2
|
|
|
4,934
|
|
|
2
|
|
|
4,936
|
|
|||||||
Commercial investor real estate construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,621
|
|
|
—
|
|
|
1,621
|
|
|||||||
Total investor real estate
|
1
|
|
|
1
|
|
|
—
|
|
|
2
|
|
|
6,555
|
|
|
2
|
|
|
6,557
|
|
|||||||
Residential first mortgage
|
83
|
|
|
47
|
|
|
136
|
|
|
266
|
|
|
14,458
|
|
|
27
|
|
|
14,485
|
|
|||||||
Home equity
|
42
|
|
|
18
|
|
|
42
|
|
|
102
|
|
|
8,337
|
|
|
47
|
|
|
8,384
|
|
|||||||
Indirect—vehicles
|
31
|
|
|
10
|
|
|
7
|
|
|
48
|
|
|
1,812
|
|
|
—
|
|
|
1,812
|
|
|||||||
Indirect—other consumer
|
16
|
|
|
9
|
|
|
3
|
|
|
28
|
|
|
3,249
|
|
|
—
|
|
|
3,249
|
|
|||||||
Consumer credit card
|
11
|
|
|
8
|
|
|
19
|
|
|
38
|
|
|
1,387
|
|
|
—
|
|
|
1,387
|
|
|||||||
Other consumer
|
13
|
|
|
5
|
|
|
5
|
|
|
23
|
|
|
1,250
|
|
|
—
|
|
|
1,250
|
|
|||||||
Total consumer
|
196
|
|
|
97
|
|
|
212
|
|
|
505
|
|
|
30,493
|
|
|
74
|
|
|
30,567
|
|
|||||||
|
$
|
240
|
|
|
$
|
122
|
|
|
$
|
224
|
|
|
$
|
586
|
|
|
$
|
82,456
|
|
|
$
|
507
|
|
|
$
|
82,963
|
|
|
2018
|
||||||||||||||||||||||||||
|
Accrual Loans
|
|
|
|
|
|
|
||||||||||||||||||||
|
30-59 DPD
|
|
60-89 DPD
|
|
90+ DPD
|
|
Total
30+ DPD
|
|
Total
Accrual
|
|
Non-accrual
|
|
Total
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Commercial and industrial
|
$
|
80
|
|
|
$
|
22
|
|
|
$
|
8
|
|
|
$
|
110
|
|
|
$
|
38,975
|
|
|
$
|
307
|
|
|
$
|
39,282
|
|
Commercial real estate mortgage—owner-occupied
|
12
|
|
|
7
|
|
|
—
|
|
|
19
|
|
|
5,482
|
|
|
67
|
|
|
5,549
|
|
|||||||
Commercial real estate construction—owner-occupied
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
376
|
|
|
8
|
|
|
384
|
|
|||||||
Total commercial
|
92
|
|
|
29
|
|
|
8
|
|
|
129
|
|
|
44,833
|
|
|
382
|
|
|
45,215
|
|
|||||||
Commercial investor real estate mortgage
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
4,639
|
|
|
11
|
|
|
4,650
|
|
|||||||
Commercial investor real estate construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,786
|
|
|
—
|
|
|
1,786
|
|
|||||||
Total investor real estate
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
6,425
|
|
|
11
|
|
|
6,436
|
|
|||||||
Residential first mortgage
|
85
|
|
|
53
|
|
|
150
|
|
|
288
|
|
|
14,236
|
|
|
40
|
|
|
14,276
|
|
|||||||
Home equity
|
47
|
|
|
26
|
|
|
34
|
|
|
107
|
|
|
9,194
|
|
|
63
|
|
|
9,257
|
|
|||||||
Indirect—vehicles
|
40
|
|
|
11
|
|
|
9
|
|
|
60
|
|
|
3,053
|
|
|
—
|
|
|
3,053
|
|
|||||||
Indirect—other consumer
|
13
|
|
|
7
|
|
|
1
|
|
|
21
|
|
|
2,349
|
|
|
—
|
|
|
2,349
|
|
|||||||
Consumer credit card
|
12
|
|
|
9
|
|
|
20
|
|
|
41
|
|
|
1,345
|
|
|
—
|
|
|
1,345
|
|
|||||||
Other consumer
|
15
|
|
|
5
|
|
|
5
|
|
|
25
|
|
|
1,221
|
|
|
—
|
|
|
1,221
|
|
|||||||
Total consumer
|
212
|
|
|
111
|
|
|
219
|
|
|
542
|
|
|
31,398
|
|
|
103
|
|
|
31,501
|
|
|||||||
|
$
|
310
|
|
|
$
|
140
|
|
|
$
|
227
|
|
|
$
|
677
|
|
|
$
|
82,656
|
|
|
$
|
496
|
|
|
$
|
83,152
|
|
|
Non-accrual Impaired Loans 2019
|
|||||||||||||||||||||||||
|
|
|
|
|
Book Value(3)
|
|
|
|
|
|||||||||||||||||
|
Unpaid
Principal
Balance(1)
|
|
Charge-offs
and Payments
Applied(2)
|
|
Total
Impaired
Loans on
Non-accrual
Status
|
|
Impaired
Loans on
Non-accrual
Status with
No Related
Allowance
|
|
Impaired
Loans on
Non-accrual
Status with
Related
Allowance
|
|
Related
Allowance
for Loan
Losses
|
|
Coverage %(4)
|
|||||||||||||
|
(Dollars in millions)
|
|||||||||||||||||||||||||
Commercial and industrial
|
$
|
444
|
|
|
$
|
97
|
|
|
$
|
347
|
|
|
$
|
66
|
|
|
$
|
281
|
|
|
$
|
80
|
|
|
39.9
|
%
|
Commercial real estate mortgage—owner-occupied
|
83
|
|
|
10
|
|
|
73
|
|
|
8
|
|
|
65
|
|
|
20
|
|
|
36.1
|
|
||||||
Commercial real estate construction—owner-occupied
|
13
|
|
|
2
|
|
|
11
|
|
|
3
|
|
|
8
|
|
|
5
|
|
|
53.8
|
|
||||||
Total commercial
|
540
|
|
|
109
|
|
|
431
|
|
|
77
|
|
|
354
|
|
|
105
|
|
|
39.6
|
|
||||||
Commercial investor real estate mortgage
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
1
|
|
|
50.0
|
|
||||||
Total investor real estate
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
1
|
|
|
50.0
|
|
||||||
Residential first mortgage
|
23
|
|
|
7
|
|
|
16
|
|
|
—
|
|
|
16
|
|
|
2
|
|
|
39.1
|
|
||||||
Home equity
|
6
|
|
|
1
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
16.7
|
|
||||||
Total consumer
|
29
|
|
|
8
|
|
|
21
|
|
|
—
|
|
|
21
|
|
|
2
|
|
|
34.5
|
|
||||||
|
$
|
571
|
|
|
$
|
117
|
|
|
$
|
454
|
|
|
$
|
77
|
|
|
$
|
377
|
|
|
$
|
108
|
|
|
39.4
|
%
|
|
Accruing Impaired Loans 2019
|
|||||||||||||||||
|
Unpaid
Principal
Balance(1)
|
|
Charge-offs
and Payments
Applied(2)
|
|
Book Value(3)
|
|
Related Allowance
for Loan Losses
|
|
Coverage %(4)
|
|||||||||
|
(Dollars in millions)
|
|||||||||||||||||
Commercial and industrial
|
$
|
93
|
|
|
$
|
1
|
|
|
$
|
92
|
|
|
$
|
14
|
|
|
16.1
|
%
|
Commercial real estate mortgage—owner-occupied
|
15
|
|
|
1
|
|
|
14
|
|
|
1
|
|
|
13.3
|
|
||||
Total commercial
|
108
|
|
|
2
|
|
|
106
|
|
|
15
|
|
|
15.7
|
|
||||
Commercial investor real estate mortgage
|
25
|
|
|
3
|
|
|
22
|
|
|
1
|
|
|
16.0
|
|
||||
Commercial investor real estate construction
|
10
|
|
|
—
|
|
|
10
|
|
|
2
|
|
|
20.0
|
|
||||
Total investor real estate
|
35
|
|
|
3
|
|
|
32
|
|
|
3
|
|
|
17.1
|
|
||||
Residential first mortgage
|
210
|
|
|
9
|
|
|
201
|
|
|
20
|
|
|
13.8
|
|
||||
Home equity
|
154
|
|
|
—
|
|
|
154
|
|
|
7
|
|
|
4.5
|
|
||||
Consumer credit card
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Other consumer
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
||||
Total consumer
|
369
|
|
|
9
|
|
|
360
|
|
|
27
|
|
|
9.8
|
|
||||
|
$
|
512
|
|
|
$
|
14
|
|
|
$
|
498
|
|
|
$
|
45
|
|
|
11.5
|
%
|
|
Total Impaired Loans 2019
|
|||||||||||||||||||||||||
|
|
|
|
|
Book Value(3)
|
|
|
|
|
|||||||||||||||||
|
Unpaid
Principal
Balance(1)
|
|
Charge-offs
and Payments
Applied(2)
|
|
Total
Impaired
Loans
|
|
Impaired
Loans with No
Related
Allowance
|
|
Impaired
Loans with
Related
Allowance
|
|
Related
Allowance
for Loan
Losses
|
|
Coverage %(4)
|
|||||||||||||
|
(Dollars in millions)
|
|||||||||||||||||||||||||
Commercial and industrial
|
$
|
537
|
|
|
$
|
98
|
|
|
$
|
439
|
|
|
$
|
66
|
|
|
$
|
373
|
|
|
$
|
94
|
|
|
35.8
|
%
|
Commercial real estate mortgage—owner-occupied
|
98
|
|
|
11
|
|
|
87
|
|
|
8
|
|
|
79
|
|
|
21
|
|
|
32.7
|
|
||||||
Commercial real estate construction—owner-occupied
|
13
|
|
|
2
|
|
|
11
|
|
|
3
|
|
|
8
|
|
|
5
|
|
|
53.8
|
|
||||||
Total commercial
|
648
|
|
|
111
|
|
|
537
|
|
|
77
|
|
|
460
|
|
|
120
|
|
|
35.6
|
|
||||||
Commercial investor real estate mortgage
|
27
|
|
|
3
|
|
|
24
|
|
|
—
|
|
|
24
|
|
|
2
|
|
|
18.5
|
|
||||||
Commercial investor real estate construction
|
10
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
|
2
|
|
|
20.0
|
|
||||||
Total investor real estate
|
37
|
|
|
3
|
|
|
34
|
|
|
—
|
|
|
34
|
|
|
4
|
|
|
18.9
|
|
||||||
Residential first mortgage
|
233
|
|
|
16
|
|
|
217
|
|
|
—
|
|
|
217
|
|
|
22
|
|
|
16.3
|
|
||||||
Home equity
|
160
|
|
|
1
|
|
|
159
|
|
|
—
|
|
|
159
|
|
|
7
|
|
|
5.0
|
|
||||||
Consumer credit card
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||
Other consumer
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
||||||
Total consumer
|
398
|
|
|
17
|
|
|
381
|
|
|
—
|
|
|
381
|
|
|
29
|
|
|
11.6
|
|
||||||
|
$
|
1,083
|
|
|
$
|
131
|
|
|
$
|
952
|
|
|
$
|
77
|
|
|
$
|
875
|
|
|
$
|
153
|
|
|
26.2
|
%
|
|
Non-accrual Impaired Loans 2018
|
|||||||||||||||||||||||||
|
|
|
|
|
Book Value(3)
|
|
|
|
|
|||||||||||||||||
|
Unpaid
Principal
Balance(1)
|
|
Charge-offs
and Payments
Applied(2)
|
|
Total
Impaired
Loans on
Non-accrual
Status
|
|
Impaired
Loans on
Non-accrual
Status with
No Related
Allowance
|
|
Impaired
Loans on
Non-accrual
Status with
Related
Allowance
|
|
Related
Allowance
for Loan
Losses
|
|
Coverage %(4)
|
|||||||||||||
|
(Dollars in millions)
|
|||||||||||||||||||||||||
Commercial and industrial
|
$
|
384
|
|
|
$
|
77
|
|
|
$
|
307
|
|
|
$
|
113
|
|
|
$
|
194
|
|
|
$
|
62
|
|
|
36.2
|
%
|
Commercial real estate mortgage—owner-occupied
|
76
|
|
|
9
|
|
|
67
|
|
|
13
|
|
|
54
|
|
|
23
|
|
|
42.1
|
|
||||||
Commercial real estate construction—owner-occupied
|
9
|
|
|
1
|
|
|
8
|
|
|
—
|
|
|
8
|
|
|
3
|
|
|
44.4
|
|
||||||
Total commercial
|
469
|
|
|
87
|
|
|
382
|
|
|
126
|
|
|
256
|
|
|
88
|
|
|
37.3
|
|
||||||
Commercial investor real estate mortgage
|
11
|
|
|
—
|
|
|
11
|
|
|
4
|
|
|
7
|
|
|
1
|
|
|
9.1
|
|
||||||
Total investor real estate
|
11
|
|
|
—
|
|
|
11
|
|
|
4
|
|
|
7
|
|
|
1
|
|
|
9.1
|
|
||||||
Residential first mortgage
|
31
|
|
|
8
|
|
|
23
|
|
|
—
|
|
|
23
|
|
|
2
|
|
|
32.3
|
|
||||||
Home equity
|
11
|
|
|
2
|
|
|
9
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
18.2
|
|
||||||
Total consumer
|
42
|
|
|
10
|
|
|
32
|
|
|
—
|
|
|
32
|
|
|
2
|
|
|
28.6
|
|
||||||
|
$
|
522
|
|
|
$
|
97
|
|
|
$
|
425
|
|
|
$
|
130
|
|
|
$
|
295
|
|
|
$
|
91
|
|
|
36.0
|
%
|
|
Accruing Impaired Loans 2018
|
|||||||||||||||||
|
Unpaid
Principal
Balance(1)
|
|
Charge-offs
and Payments
Applied(2)
|
|
Book Value(3)
|
|
Related
Allowance
for Loan Losses
|
|
Coverage %(4)
|
|||||||||
|
(Dollars in millions)
|
|||||||||||||||||
Commercial and industrial
|
$
|
84
|
|
|
$
|
—
|
|
|
$
|
84
|
|
|
$
|
14
|
|
|
16.7
|
%
|
Commercial real estate mortgage—owner-occupied
|
26
|
|
|
2
|
|
|
24
|
|
|
2
|
|
|
15.4
|
|
||||
Total commercial
|
110
|
|
|
2
|
|
|
108
|
|
|
16
|
|
|
16.4
|
|
||||
Commercial investor real estate mortgage
|
15
|
|
|
1
|
|
|
14
|
|
|
1
|
|
|
13.3
|
|
||||
Total investor real estate
|
15
|
|
|
1
|
|
|
14
|
|
|
1
|
|
|
13.3
|
|
||||
Residential first mortgage
|
194
|
|
|
9
|
|
|
185
|
|
|
18
|
|
|
13.9
|
|
||||
Home equity
|
195
|
|
|
—
|
|
|
195
|
|
|
6
|
|
|
3.1
|
|
||||
Consumer credit card
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Other consumer
|
6
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
||||
Total consumer
|
396
|
|
|
9
|
|
|
387
|
|
|
24
|
|
|
8.3
|
|
||||
|
$
|
521
|
|
|
$
|
12
|
|
|
$
|
509
|
|
|
$
|
41
|
|
|
10.2
|
%
|
|
Total Impaired Loans 2018
|
|||||||||||||||||||||||||
|
|
|
|
|
Book Value(3)
|
|
|
|
|
|||||||||||||||||
|
Unpaid
Principal
Balance(1)
|
|
Charge-offs
and Payments
Applied(2)
|
|
Total
Impaired
Loans
|
|
Impaired
Loans with No
Related
Allowance
|
|
Impaired
Loans with
Related
Allowance
|
|
Related
Allowance
for Loan Losses
|
|
Coverage %(4)
|
|||||||||||||
|
(Dollars in millions)
|
|||||||||||||||||||||||||
Commercial and industrial
|
$
|
468
|
|
|
$
|
77
|
|
|
$
|
391
|
|
|
$
|
113
|
|
|
$
|
278
|
|
|
$
|
76
|
|
|
32.7
|
%
|
Commercial real estate mortgage—owner-occupied
|
102
|
|
|
11
|
|
|
91
|
|
|
13
|
|
|
78
|
|
|
25
|
|
|
35.3
|
|
||||||
Commercial real estate construction—owner-occupied
|
9
|
|
|
1
|
|
|
8
|
|
|
—
|
|
|
8
|
|
|
3
|
|
|
44.4
|
|
||||||
Total commercial
|
579
|
|
|
89
|
|
|
490
|
|
|
126
|
|
|
364
|
|
|
104
|
|
|
33.3
|
|
||||||
Commercial investor real estate mortgage
|
26
|
|
|
1
|
|
|
25
|
|
|
4
|
|
|
21
|
|
|
2
|
|
|
11.5
|
|
||||||
Total investor real estate
|
26
|
|
|
1
|
|
|
25
|
|
|
4
|
|
|
21
|
|
|
2
|
|
|
11.5
|
|
||||||
Residential first mortgage
|
225
|
|
|
17
|
|
|
208
|
|
|
—
|
|
|
208
|
|
|
20
|
|
|
16.4
|
|
||||||
Home equity
|
206
|
|
|
2
|
|
|
204
|
|
|
—
|
|
|
204
|
|
|
6
|
|
|
3.9
|
|
||||||
Consumer credit card
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||
Other consumer
|
6
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
||||||
Total consumer
|
438
|
|
|
19
|
|
|
419
|
|
|
—
|
|
|
419
|
|
|
26
|
|
|
10.3
|
|
||||||
|
$
|
1,043
|
|
|
$
|
109
|
|
|
$
|
934
|
|
|
$
|
130
|
|
|
$
|
804
|
|
|
$
|
132
|
|
|
23.1
|
%
|
(1)
|
Unpaid principal balance represents the contractual obligation due from the customer and includes the net book value plus charge-offs and payments applied.
|
(2)
|
Charge-offs and payments applied represents cumulative partial charge-offs taken, as well as interest payments received that have been applied against the outstanding principal balance.
|
(3)
|
Book value represents the unpaid principal balance less charge-offs and payments applied; it is shown before any allowance for loan losses.
|
(4)
|
Coverage % represents charge-offs and payments applied plus the related allowance as a percent of the unpaid principal balance.
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||
|
Average
Balance |
|
Interest
Income Recognized |
|
Average
Balance |
|
Interest
Income Recognized |
|
Average
Balance |
|
Interest
Income Recognized |
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Commercial and industrial
|
$
|
409
|
|
|
$
|
5
|
|
|
$
|
486
|
|
|
$
|
9
|
|
|
$
|
747
|
|
|
$
|
12
|
|
Commercial real estate mortgage—owner-occupied
|
88
|
|
|
1
|
|
|
131
|
|
|
6
|
|
|
226
|
|
|
5
|
|
||||||
Commercial real estate construction—owner-occupied
|
14
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
5
|
|
|
—
|
|
||||||
Total commercial
|
511
|
|
|
6
|
|
|
624
|
|
|
15
|
|
|
978
|
|
|
17
|
|
||||||
Commercial investor real estate mortgage
|
22
|
|
|
2
|
|
|
61
|
|
|
3
|
|
|
81
|
|
|
4
|
|
||||||
Commercial investor real estate construction
|
5
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
39
|
|
|
2
|
|
||||||
Total investor real estate
|
27
|
|
|
2
|
|
|
68
|
|
|
3
|
|
|
120
|
|
|
6
|
|
||||||
Residential first mortgage
|
214
|
|
|
8
|
|
|
230
|
|
|
8
|
|
|
450
|
|
|
15
|
|
||||||
Home equity
|
180
|
|
|
10
|
|
|
230
|
|
|
12
|
|
|
280
|
|
|
14
|
|
||||||
Indirect—vehicles
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Consumer credit card
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||||
Other consumer
|
5
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
9
|
|
|
1
|
|
||||||
Total consumer
|
400
|
|
|
18
|
|
|
468
|
|
|
20
|
|
|
741
|
|
|
30
|
|
||||||
Total impaired loans
|
$
|
938
|
|
|
$
|
26
|
|
|
$
|
1,160
|
|
|
$
|
38
|
|
|
$
|
1,839
|
|
|
$
|
53
|
|
|
2018
|
||||||||
|
|
|
|
|
Financial Impact
of Modifications
Considered TDRs
|
||||
|
Number of
Obligors
|
|
Recorded
Investment
|
|
Increase in
Allowance at
Modification
|
||||
|
(Dollars in millions)
|
||||||||
Commercial and industrial
|
113
|
|
$
|
353
|
|
|
$
|
5
|
|
Commercial real estate mortgage—owner-occupied
|
67
|
|
42
|
|
|
—
|
|
||
Commercial real estate construction—owner-occupied
|
1
|
|
2
|
|
|
—
|
|
||
Total commercial
|
181
|
|
397
|
|
|
5
|
|
||
Commercial investor real estate mortgage
|
25
|
|
76
|
|
|
3
|
|
||
Total investor real estate
|
25
|
|
76
|
|
|
3
|
|
||
Residential first mortgage
|
184
|
|
31
|
|
|
4
|
|
||
Home equity
|
106
|
|
7
|
|
|
—
|
|
||
Consumer credit card
|
54
|
|
1
|
|
|
—
|
|
||
Indirect—vehicles and other consumer
|
77
|
|
1
|
|
|
—
|
|
||
Total consumer
|
421
|
|
40
|
|
|
4
|
|
||
|
627
|
|
$
|
513
|
|
|
$
|
12
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In millions)
|
||||||||||
Carrying value, beginning of year
|
$
|
418
|
|
|
$
|
336
|
|
|
$
|
324
|
|
Additions
|
42
|
|
|
111
|
|
|
64
|
|
|||
Increase (decrease) in fair value:
|
|
|
|
|
|
||||||
Due to change in valuation inputs or assumptions
|
(62
|
)
|
|
18
|
|
|
(8
|
)
|
|||
Economic amortization associated with borrower repayments (1)
|
(53
|
)
|
|
(47
|
)
|
|
(44
|
)
|
|||
Carrying value, end of year
|
$
|
345
|
|
|
$
|
418
|
|
|
$
|
336
|
|
(1)
|
"Economic amortization associated with borrower repayments" includes both total loan payoffs as well as partial paydowns.
|
|
2019
|
|
2018
|
||||
|
(Dollars in millions)
|
||||||
Unpaid principal balance
|
$
|
34,467
|
|
|
$
|
36,450
|
|
Weighted-average CPR (%)
|
12.0
|
%
|
|
9.0
|
%
|
||
Estimated impact on fair value of a 10% increase
|
$
|
(19
|
)
|
|
$
|
(24
|
)
|
Estimated impact on fair value of a 20% increase
|
$
|
(35
|
)
|
|
$
|
(43
|
)
|
Option-adjusted spread (basis points)
|
618
|
|
|
755
|
|
||
Estimated impact on fair value of a 10% increase
|
$
|
(8
|
)
|
|
$
|
(13
|
)
|
Estimated impact on fair value of a 20% increase
|
$
|
(16
|
)
|
|
$
|
(26
|
)
|
Weighted-average coupon interest rate
|
4.2
|
%
|
|
4.2
|
%
|
||
Weighted-average remaining maturity (months)
|
278
|
|
|
281
|
|
||
Weighted-average servicing fee (basis points)
|
27.3
|
|
|
27.1
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In millions)
|
||||||||||
Servicing related fees and other ancillary income
|
$
|
102
|
|
|
$
|
95
|
|
|
$
|
96
|
|
|
2019
|
|
2018
|
||||
|
(In millions)
|
||||||
Federal Reserve Bank
|
$
|
492
|
|
|
$
|
488
|
|
Federal Home Loan Bank
|
209
|
|
|
377
|
|
|
2019
|
|
2018
|
||||
|
(In millions)
|
||||||
Land
|
$
|
446
|
|
|
$
|
481
|
|
Premises and improvements
|
1,783
|
|
|
1,830
|
|
||
Furniture and equipment
|
1,023
|
|
|
994
|
|
||
Software
|
756
|
|
|
699
|
|
||
Leasehold improvements
|
407
|
|
|
379
|
|
||
Construction in progress
|
199
|
|
|
220
|
|
||
|
4,614
|
|
|
4,603
|
|
||
Accumulated depreciation and amortization
|
(2,654
|
)
|
|
(2,558
|
)
|
||
|
$
|
1,960
|
|
|
$
|
2,045
|
|
|
2019
|
|
2018
|
||||
|
(In millions)
|
||||||
Corporate Bank
|
$
|
2,474
|
|
|
$
|
2,474
|
|
Consumer Bank
|
1,978
|
|
|
1,978
|
|
||
Wealth Management
|
393
|
|
|
377
|
|
||
|
$
|
4,845
|
|
|
$
|
4,829
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Core deposit intangibles
|
$
|
1,011
|
|
|
$
|
1,011
|
|
|
$
|
980
|
|
|
$
|
966
|
|
|
$
|
31
|
|
|
$
|
45
|
|
Purchased credit card relationship assets
|
175
|
|
|
175
|
|
|
140
|
|
|
129
|
|
|
35
|
|
|
46
|
|
||||||
Other—amortizing (1)
|
36
|
|
|
19
|
|
|
15
|
|
|
13
|
|
|
21
|
|
|
6
|
|
||||||
DUS license (2)
|
|
|
|
|
|
|
|
|
15
|
|
|
15
|
|
||||||||||
Other—non-amortizing (3)
|
|
|
|
|
|
|
|
|
3
|
|
|
3
|
|
||||||||||
|
$
|
1,222
|
|
|
$
|
1,205
|
|
|
$
|
1,135
|
|
|
$
|
1,108
|
|
|
$
|
105
|
|
|
$
|
115
|
|
|
Year Ended December 31
|
||
|
(In millions)
|
||
2020
|
$
|
24
|
|
2021
|
20
|
|
|
2022
|
16
|
|
|
2023
|
12
|
|
|
2024
|
7
|
|
|
2019
|
|
2018
|
||||
|
(In millions)
|
||||||
Savings
|
$
|
8,640
|
|
|
$
|
8,788
|
|
Interest-bearing transaction
|
20,046
|
|
|
19,175
|
|
||
Money market—domestic
|
25,326
|
|
|
24,111
|
|
||
Time deposits
|
7,442
|
|
|
7,122
|
|
||
Interest-bearing customer deposits
|
61,454
|
|
|
59,196
|
|
||
Corporate treasury time deposits
|
108
|
|
|
242
|
|
||
Corporate treasury other deposits
|
1,800
|
|
|
—
|
|
||
Total interest-bearing deposits
|
$
|
63,362
|
|
|
$
|
59,438
|
|
|
December 31, 2019
|
||
|
(In millions)
|
||
2020
|
$
|
5,079
|
|
2021
|
1,444
|
|
|
2022
|
566
|
|
|
2023
|
390
|
|
|
2024
|
61
|
|
|
Thereafter
|
10
|
|
|
|
$
|
7,550
|
|
|
2019
|
|
2018
|
||||
|
(In millions)
|
||||||
Regions Financial Corporation (Parent):
|
|
|
|
||||
3.20% senior notes due February 2021
|
$
|
358
|
|
|
$
|
1,101
|
|
2.75% senior notes due August 2022
|
997
|
|
|
996
|
|
||
3.80% senior notes due August 2023
|
996
|
|
|
497
|
|
||
7.75% subordinated notes due September 2024
|
100
|
|
|
100
|
|
||
6.75% subordinated debentures due November 2025
|
156
|
|
|
157
|
|
||
7.375% subordinated notes due December 2037
|
298
|
|
|
298
|
|
||
Valuation adjustments on hedged long-term debt
|
45
|
|
|
(47
|
)
|
||
|
2,950
|
|
|
3,102
|
|
||
Regions Bank:
|
|
|
|
||||
FHLB advances
|
2,501
|
|
|
6,902
|
|
||
2.75% senior notes due April 2021
|
549
|
|
|
548
|
|
||
3 month LIBOR plus 0.38% of floating rate senior notes due April 2021
|
350
|
|
|
349
|
|
||
3.374% senior notes converting to 3 month LIBOR plus 0.50%, callable August 2020, due August 2021
|
499
|
|
|
499
|
|
||
3 month LIBOR plus 0.50% of floating rate senior notes, callable August 2020, due August 2021
|
499
|
|
|
499
|
|
||
6.45% subordinated notes due June 2037
|
495
|
|
|
495
|
|
||
Other long-term debt
|
32
|
|
|
33
|
|
||
Valuation adjustments on hedged long-term debt
|
4
|
|
|
(3
|
)
|
||
|
4,929
|
|
|
9,322
|
|
||
Total consolidated
|
$
|
7,879
|
|
|
$
|
12,424
|
|
|
Year Ended December 31
|
||||||
|
Regions
Financial
Corporation
(Parent)
|
|
Regions
Bank
|
||||
|
(In millions)
|
||||||
2020
|
$
|
—
|
|
|
$
|
1,778
|
|
2021
|
358
|
|
|
2,653
|
|
||
2022
|
1,003
|
|
|
—
|
|
||
2023
|
1,035
|
|
|
—
|
|
||
2024
|
100
|
|
|
—
|
|
||
Thereafter
|
454
|
|
|
498
|
|
||
|
$
|
2,950
|
|
|
$
|
4,929
|
|
|
December 31, 2018
|
|
Minimum Requirement
|
|
To Be Well
Capitalized
|
|||||||
|
Amount
|
|
Ratio
|
|
||||||||
Transitional Basis Basel III Regulatory Capital Rules
|
(Dollars in millions)
|
|||||||||||
Basel III common equity Tier 1 capital:
|
|
|
|
|
|
|
|
|||||
Regions Financial Corporation
|
$
|
10,371
|
|
|
9.90
|
%
|
|
4.50
|
%
|
|
N/A
|
|
Regions Bank
|
12,109
|
|
|
11.59
|
|
|
4.50
|
|
|
6.50
|
%
|
|
Tier 1 capital:
|
|
|
|
|
|
|
|
|||||
Regions Financial Corporation
|
$
|
11,190
|
|
|
10.68
|
%
|
|
6.00
|
%
|
|
6.00
|
%
|
Regions Bank
|
12,109
|
|
|
11.59
|
|
|
6.00
|
|
|
8.00
|
|
|
Total capital:
|
|
|
|
|
|
|
|
|||||
Regions Financial Corporation
|
$
|
13,056
|
|
|
12.46
|
%
|
|
8.00
|
%
|
|
10.00
|
%
|
Regions Bank
|
13,494
|
|
|
12.92
|
|
|
8.00
|
|
|
10.00
|
|
|
Leverage capital:
|
|
|
|
|
|
|
|
|||||
Regions Financial Corporation
|
$
|
11,190
|
|
|
9.32
|
%
|
|
4.00
|
%
|
|
N/A
|
|
Regions Bank
|
12,109
|
|
|
10.12
|
|
|
4.00
|
|
|
5.00
|
%
|
|
December 31, 2019
|
|
Weighted-average remaining lease term (years)
|
9.3 years
|
|
Weighted-average discount rate (%)
|
3.2
|
%
|
|
December 31, 2019
|
||
|
(In millions)
|
||
2020
|
$
|
94
|
|
2021
|
87
|
|
|
2022
|
78
|
|
|
2023
|
70
|
|
|
2024
|
57
|
|
|
Thereafter
|
234
|
|
|
Total lease payments
|
620
|
|
|
Less: Imputed interest
|
106
|
|
|
Total present value of lease liabilities
|
$
|
514
|
|
|
Net Interest Income and Other Financing Income
|
||
|
Year Ended December 31, 2019
|
||
|
(In millions)
|
||
Sales-Type and Direct Financing
|
$
|
33
|
|
Operating
|
11
|
|
|
Leveraged(1)
|
14
|
|
|
|
$
|
58
|
|
|
As of December 31, 2019
|
||||||||||||||
|
Sales-Type and Direct Financing
|
|
Operating
|
|
Leveraged
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Lease receivable
|
$
|
1,068
|
|
|
$
|
113
|
|
|
$
|
182
|
|
|
$
|
1,363
|
|
Unearned income
|
(215
|
)
|
|
(29
|
)
|
|
(113
|
)
|
|
(357
|
)
|
||||
Guaranteed residual
|
32
|
|
|
—
|
|
|
—
|
|
|
32
|
|
||||
Unguaranteed residual
|
152
|
|
|
213
|
|
|
147
|
|
|
512
|
|
||||
Total net investment
|
$
|
1,037
|
|
|
$
|
297
|
|
|
$
|
216
|
|
|
$
|
1,550
|
|
|
December 31, 2019
|
||||||||||
|
Sales-Type and Direct Financing
|
|
Operating
|
|
Total
|
||||||
|
(In millions)
|
||||||||||
2020
|
$
|
192
|
|
|
$
|
41
|
|
|
$
|
233
|
|
2021
|
150
|
|
|
30
|
|
|
180
|
|
|||
2022
|
126
|
|
|
18
|
|
|
144
|
|
|||
2023
|
104
|
|
|
9
|
|
|
113
|
|
|||
2024
|
74
|
|
|
6
|
|
|
80
|
|
|||
Thereafter
|
422
|
|
|
9
|
|
|
431
|
|
|||
|
$
|
1,068
|
|
|
$
|
113
|
|
|
$
|
1,181
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|||||||
|
Issuance Date
|
|
Earliest Redemption Date
|
|
Dividend Rate
|
|
Liquidation Amount
|
|
Carrying Amount
|
|
Carrying Amount
|
||||||||
|
(Dollars in millions)
|
||||||||||||||||||
Series A
|
11/1/2012
|
|
12/15/2017
|
|
6.375
|
%
|
|
|
$
|
500
|
|
|
$
|
387
|
|
|
$
|
387
|
|
Series B
|
4/29/2014
|
|
9/15/2024
|
|
6.375
|
%
|
(1)
|
|
500
|
|
|
433
|
|
|
433
|
|
|||
Series C
|
4/30/2019
|
|
5/15/2029
|
|
5.700
|
%
|
(2)
|
|
500
|
|
|
490
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
$
|
1,500
|
|
|
$
|
1,310
|
|
|
$
|
820
|
|
|
2019
|
||||||||||||||||||
|
Unrealized losses on securities transferred to held to maturity
|
|
Unrealized gains (losses) on securities available for sale
|
|
Unrealized gains (losses) on derivative instruments designated as cash flow hedges
|
|
Defined benefit pension plans and other post
employment
benefits
|
|
Accumulated
other
comprehensive
income (loss),
net of tax
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Beginning of year
|
$
|
(27
|
)
|
|
$
|
(397
|
)
|
|
$
|
(63
|
)
|
|
$
|
(477
|
)
|
|
$
|
(964
|
)
|
Net change
|
5
|
|
|
602
|
|
|
385
|
|
|
(118
|
)
|
|
874
|
|
|||||
End of year
|
$
|
(22
|
)
|
|
$
|
205
|
|
|
$
|
322
|
|
|
$
|
(595
|
)
|
|
$
|
(90
|
)
|
|
2018
|
||||||||||||||||||
|
Unrealized losses on securities transferred to held to maturity
|
|
Unrealized gains (losses) on securities available for sale
|
|
Unrealized gains (losses) on derivative instruments designated as cash flow hedges
|
|
Defined benefit pension plans and other post employment benefits
|
|
Accumulated other
comprehensive
income (loss),
net of tax
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Beginning of year
|
$
|
(33
|
)
|
|
$
|
(153
|
)
|
|
$
|
(51
|
)
|
|
$
|
(512
|
)
|
|
$
|
(749
|
)
|
Net change
|
6
|
|
|
(244
|
)
|
|
(12
|
)
|
|
35
|
|
|
(215
|
)
|
|||||
End of year
|
$
|
(27
|
)
|
|
$
|
(397
|
)
|
|
$
|
(63
|
)
|
|
$
|
(477
|
)
|
|
$
|
(964
|
)
|
|
2017
|
||||||||||||||||||
|
Unrealized losses on securities transferred to held to maturity
|
|
Unrealized gains (losses) on securities available for sale
|
|
Unrealized gains (losses) on derivative instruments designated as cash flow hedges
|
|
Defined benefit pension plans and other post employment benefits
|
|
Accumulated other
comprehensive income (loss), net of tax |
||||||||||
|
(In millions)
|
||||||||||||||||||
Beginning of year
|
$
|
(33
|
)
|
|
$
|
(106
|
)
|
|
$
|
11
|
|
|
$
|
(422
|
)
|
|
$
|
(550
|
)
|
Net change
|
6
|
|
|
(12
|
)
|
|
(51
|
)
|
|
(9
|
)
|
|
(66
|
)
|
|||||
Reclassification of the Tax Reform related revaluation of deferred tax items within AOCI
|
(6
|
)
|
|
(35
|
)
|
|
(11
|
)
|
|
(81
|
)
|
|
(133
|
)
|
|||||
End of year
|
$
|
(33
|
)
|
|
$
|
(153
|
)
|
|
$
|
(51
|
)
|
|
$
|
(512
|
)
|
|
$
|
(749
|
)
|
|
|
2019
|
|
2018
|
|
2017
|
|
||||||
Details about Accumulated Other Comprehensive Income (Loss) Components
|
|
Amount Reclassified from Accumulated Other Comprehensive Income (Loss)(1)
|
|
Amount Reclassified from Accumulated Other Comprehensive Income (Loss)(1)
|
|
Amount Reclassified from Accumulated Other Comprehensive Income (Loss)(1)
|
Affected Line Item in the Consolidated Statements of Income
|
||||||
|
|
(In millions)
|
|
||||||||||
Unrealized losses on securities transferred to held to maturity:
|
|
|
|
|
|
|
|
||||||
|
|
$
|
(7
|
)
|
|
$
|
(9
|
)
|
|
$
|
(10
|
)
|
Net interest income and other financing income
|
|
|
2
|
|
|
3
|
|
|
4
|
|
Tax (expense) or benefit
|
|||
|
|
$
|
(5
|
)
|
|
$
|
(6
|
)
|
|
$
|
(6
|
)
|
Net of tax
|
Unrealized gains and (losses) on available for sale securities:
|
|
|
|
|
|
|
|
||||||
|
|
$
|
(28
|
)
|
|
$
|
—
|
|
|
$
|
19
|
|
Securities gains (losses), net
|
|
|
7
|
|
|
—
|
|
|
(7
|
)
|
Tax (expense) or benefit
|
|||
|
|
$
|
(21
|
)
|
|
$
|
—
|
|
|
$
|
12
|
|
Net of tax
|
|
|
|
|
|
|
|
|
||||||
Gains and (losses) on cash flow hedges:
|
|
|
|
|
|
|
|
||||||
Interest rate contracts
|
|
$
|
(24
|
)
|
|
$
|
12
|
|
|
$
|
86
|
|
Net interest income and other financing income
|
|
|
6
|
|
|
(3
|
)
|
|
(33
|
)
|
Tax (expense) or benefit
|
|||
|
|
$
|
(18
|
)
|
|
$
|
9
|
|
|
$
|
53
|
|
Net of tax
|
|
|
|
|
|
|
|
|
||||||
Amortization of defined benefit pension plans and other post employment benefits:
|
|
|
|
|
|
|
|
||||||
Actuarial gains (losses) and settlements
|
(2)
|
$
|
(43
|
)
|
|
$
|
(36
|
)
|
|
$
|
(48
|
)
|
Other non-interest expense
|
|
|
11
|
|
|
8
|
|
|
17
|
|
Tax (expense) or benefit
|
|||
|
|
$
|
(32
|
)
|
|
$
|
(28
|
)
|
|
$
|
(31
|
)
|
Net of tax
|
|
|
|
|
|
|
|
|
||||||
Total reclassifications for the period
|
|
$
|
(76
|
)
|
|
$
|
(25
|
)
|
|
$
|
28
|
|
Net of tax
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In millions, except per share data)
|
||||||||||
Numerator:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
1,582
|
|
|
$
|
1,568
|
|
|
$
|
1,241
|
|
Preferred stock dividends
|
(79
|
)
|
|
(64
|
)
|
|
(64
|
)
|
|||
Income from continuing operations available to common shareholders
|
1,503
|
|
|
1,504
|
|
|
1,177
|
|
|||
Income from discontinued operations, net of tax
|
—
|
|
|
191
|
|
|
22
|
|
|||
Net income available to common shareholders
|
$
|
1,503
|
|
|
$
|
1,695
|
|
|
$
|
1,199
|
|
Denominator:
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding—basic
|
995
|
|
|
1,092
|
|
|
1,186
|
|
|||
Potential common shares
|
4
|
|
|
10
|
|
|
12
|
|
|||
Weighted-average common shares outstanding—diluted
|
999
|
|
|
1,102
|
|
|
1,198
|
|
|||
Earnings per common share from continuing operations available to common shareholders(1):
|
|
|
|
|
|
||||||
Basic
|
$
|
1.51
|
|
|
$
|
1.38
|
|
|
$
|
0.99
|
|
Diluted
|
1.50
|
|
|
1.36
|
|
|
0.98
|
|
|||
Earnings per common share from discontinued operations(1):
|
|
|
|
|
|
||||||
Basic
|
$
|
0.00
|
|
|
$
|
0.18
|
|
|
$
|
0.02
|
|
Diluted
|
0.00
|
|
|
0.17
|
|
|
0.02
|
|
|||
Earnings per common share(1):
|
|
|
|
|
|
||||||
Basic
|
$
|
1.51
|
|
|
$
|
1.55
|
|
|
$
|
1.01
|
|
Diluted
|
1.50
|
|
|
1.54
|
|
|
1.00
|
|
(1)
|
Certain per share amounts may not appear to reconcile due to rounding.
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In millions)
|
||||||||||
Compensation cost of share-based compensation awards:
|
|
|
|
|
|
||||||
Restricted and performance stock awards
|
$
|
51
|
|
|
$
|
50
|
|
|
$
|
62
|
|
Tax benefits related to share-based compensation cost (1)
|
(13
|
)
|
|
(13
|
)
|
|
(23
|
)
|
|||
Compensation cost of share-based compensation awards, net of tax
|
$
|
38
|
|
|
$
|
37
|
|
|
$
|
39
|
|
|
Number of
Options
|
|
Weighted-
Average
Exercise
Price
|
|
Aggregate
Intrinsic Value
(In millions)
|
|
Weighted-Average Remaining Contractual Term
|
|||||
Outstanding at December 31, 2016
|
13,455,047
|
|
|
$
|
19.37
|
|
|
$
|
34
|
|
|
1.83 yrs
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(1,204,138
|
)
|
|
6.69
|
|
|
|
|
|
|||
Forfeited or expired
|
(2,843,011
|
)
|
|
34.00
|
|
|
|
|
|
|||
Outstanding at December 31, 2017
|
9,407,898
|
|
|
$
|
16.58
|
|
|
$
|
35
|
|
|
1.05 yrs
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(1,619,206
|
)
|
|
7.08
|
|
|
|
|
|
|||
Forfeited or expired
|
(6,063,969
|
)
|
|
21.88
|
|
|
|
|
|
|||
Outstanding at December 31, 2018
|
1,724,723
|
|
|
$
|
6.86
|
|
|
$
|
11
|
|
|
1.74 yrs
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(756,954
|
)
|
|
6.93
|
|
|
|
|
|
|||
Forfeited or expired
|
—
|
|
|
—
|
|
|
|
|
|
|||
Outstanding at December 31, 2019
|
967,769
|
|
|
$
|
6.80
|
|
|
$
|
10
|
|
|
0.83 yrs
|
Exercisable at December 31, 2019
|
967,769
|
|
|
$
|
6.80
|
|
|
$
|
10
|
|
|
0.83 yrs
|
|
Number of
Shares/Units
|
|
Weighted-Average
Grant Date
Fair Value
|
|||
Non-vested at December 31, 2016
|
16,558,942
|
|
|
$
|
9.31
|
|
Granted
|
3,993,591
|
|
|
14.57
|
|
|
Vested
|
(4,657,544
|
)
|
|
11.06
|
|
|
Forfeited
|
(631,955
|
)
|
|
10.04
|
|
|
Non-vested at December 31, 2017
|
15,263,034
|
|
|
$
|
10.12
|
|
Granted
|
3,051,090
|
|
|
18.17
|
|
|
Vested
|
(6,038,566
|
)
|
|
9.64
|
|
|
Forfeited
|
(747,021
|
)
|
|
13.00
|
|
|
Non-vested at December 31, 2018
|
11,528,537
|
|
|
$
|
12.32
|
|
Granted
|
3,971,303
|
|
|
14.70
|
|
|
Vested
|
(6,068,969
|
)
|
|
8.47
|
|
|
Forfeited
|
(433,513
|
)
|
|
15.25
|
|
|
Non-vested at December 31, 2019
|
8,997,358
|
|
|
$
|
15.62
|
|
|
Qualified Plans
|
|
Non-qualified Plans
|
|
Total
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Projected benefit obligation, beginning of year
|
$
|
1,865
|
|
|
$
|
2,134
|
|
|
$
|
145
|
|
|
$
|
151
|
|
|
$
|
2,010
|
|
|
$
|
2,285
|
|
Service cost
|
28
|
|
|
35
|
|
|
3
|
|
|
3
|
|
|
31
|
|
|
38
|
|
||||||
Interest cost
|
75
|
|
|
70
|
|
|
5
|
|
|
5
|
|
|
80
|
|
|
75
|
|
||||||
Actuarial (gains) losses
|
349
|
|
|
(211
|
)
|
|
33
|
|
|
(3
|
)
|
|
382
|
|
|
(214
|
)
|
||||||
Benefit payments
|
(122
|
)
|
|
(159
|
)
|
|
(7
|
)
|
|
(11
|
)
|
|
(129
|
)
|
|
(170
|
)
|
||||||
Administrative expenses
|
(3
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(4
|
)
|
||||||
Plan settlements
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
||||||
Projected benefit obligation, end of year
|
$
|
2,192
|
|
|
$
|
1,865
|
|
|
$
|
172
|
|
|
$
|
145
|
|
|
$
|
2,364
|
|
|
$
|
2,010
|
|
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets, beginning of year
|
$
|
2,105
|
|
|
$
|
2,218
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,105
|
|
|
$
|
2,218
|
|
Actual return on plan assets
|
319
|
|
|
(50
|
)
|
|
—
|
|
|
—
|
|
|
319
|
|
|
(50
|
)
|
||||||
Company contributions
|
—
|
|
|
100
|
|
|
14
|
|
|
11
|
|
|
14
|
|
|
111
|
|
||||||
Benefit payments
|
(122
|
)
|
|
(159
|
)
|
|
(7
|
)
|
|
(11
|
)
|
|
(129
|
)
|
|
(170
|
)
|
||||||
Administrative expenses
|
(3
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(4
|
)
|
||||||
Plan settlements
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
||||||
Fair value of plan assets, end of year
|
$
|
2,299
|
|
|
$
|
2,105
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,299
|
|
|
$
|
2,105
|
|
Funded status and accrued benefit (cost) at measurement date
|
$
|
107
|
|
|
$
|
240
|
|
|
$
|
(172
|
)
|
|
$
|
(145
|
)
|
|
$
|
(65
|
)
|
|
$
|
95
|
|
Amount recognized in the Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other assets
|
$
|
107
|
|
|
$
|
240
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
107
|
|
|
$
|
240
|
|
Other liabilities
|
—
|
|
|
—
|
|
|
(172
|
)
|
|
(145
|
)
|
|
(172
|
)
|
|
(145
|
)
|
||||||
|
$
|
107
|
|
|
$
|
240
|
|
|
$
|
(172
|
)
|
|
$
|
(145
|
)
|
|
$
|
(65
|
)
|
|
$
|
95
|
|
Pre-tax amounts recognized in Accumulated Other Comprehensive (Income) Loss:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial loss
|
$
|
736
|
|
|
$
|
604
|
|
|
$
|
66
|
|
|
$
|
39
|
|
|
$
|
802
|
|
|
$
|
643
|
|
Prior service cost (credit)
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
|
$
|
736
|
|
|
$
|
604
|
|
|
$
|
66
|
|
|
$
|
40
|
|
|
$
|
802
|
|
|
$
|
644
|
|
|
Qualified Plans
|
|
Non-qualified Plans
|
|
Total
|
|||||||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||||||
|
(In millions)
|
|||||||||||||||||||||||||||||||||||
Service cost
|
$
|
28
|
|
|
$
|
35
|
|
|
$
|
34
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
4
|
|
|
$
|
31
|
|
|
$
|
38
|
|
|
$
|
38
|
|
|
Interest cost
|
75
|
|
|
70
|
|
|
72
|
|
|
5
|
|
|
5
|
|
|
5
|
|
|
80
|
|
|
75
|
|
|
77
|
|
||||||||||
Expected return on plan assets
|
(137
|
)
|
|
(153
|
)
|
|
(143
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(137
|
)
|
|
(153
|
)
|
|
(143
|
)
|
||||||||||
Amortization of actuarial loss
|
36
|
|
|
31
|
|
|
32
|
|
|
5
|
|
|
5
|
|
|
4
|
|
|
41
|
|
|
36
|
|
|
36
|
|
||||||||||
Settlement charge
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
12
|
|
|
2
|
|
|
—
|
|
|
12
|
|
||||||||||
Net periodic pension (benefit) cost
|
$
|
2
|
|
|
$
|
(17
|
)
|
|
$
|
(5
|
)
|
|
$
|
15
|
|
|
$
|
13
|
|
|
$
|
25
|
|
|
$
|
17
|
|
|
$
|
(4
|
)
|
|
$
|
20
|
|
|
Qualified Plans
|
|
Non-qualified Plans
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Discount rate
|
3.35
|
%
|
|
4.38
|
%
|
|
3.05
|
%
|
|
4.18
|
%
|
Rate of annual compensation increase
|
4.00
|
%
|
|
3.75
|
%
|
|
3.00
|
%
|
|
3.75
|
%
|
|
Qualified Plans
|
|
Non-qualified Plans
|
||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||
Discount rate
|
4.39
|
%
|
|
3.70
|
%
|
|
4.34
|
%
|
|
4.18
|
%
|
|
3.49
|
%
|
|
3.93
|
%
|
Expected long-term rate of return on plan assets
|
6.84
|
%
|
|
6.84
|
%
|
|
7.25
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Rate of annual compensation increase
|
3.75
|
%
|
|
3.75
|
%
|
|
3.75
|
%
|
|
3.75
|
%
|
|
3.75
|
%
|
|
3.75
|
%
|
|
2019
|
|
2018
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Fair Value
|
||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||
Cash and cash equivalents
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25
|
|
|
$
|
158
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
158
|
|
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. Treasury securities
|
$
|
400
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
400
|
|
|
$
|
127
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
127
|
|
Federal agency securities
|
—
|
|
|
24
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
||||||||
Corporate bonds
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
216
|
|
|
—
|
|
|
216
|
|
||||||||
Total fixed income securities
|
$
|
400
|
|
|
$
|
24
|
|
|
$
|
—
|
|
|
$
|
424
|
|
|
$
|
127
|
|
|
$
|
237
|
|
|
$
|
—
|
|
|
$
|
364
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Domestic
|
$
|
346
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
346
|
|
|
$
|
287
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
287
|
|
International
|
176
|
|
|
—
|
|
|
—
|
|
|
176
|
|
|
186
|
|
|
—
|
|
|
—
|
|
|
186
|
|
||||||||
Total equity securities
|
$
|
522
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
522
|
|
|
$
|
473
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
473
|
|
International mutual funds
|
$
|
181
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
181
|
|
|
$
|
159
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
159
|
|
Total assets in the fair value hierarchy
|
$
|
1,128
|
|
|
$
|
24
|
|
|
$
|
—
|
|
|
$
|
1,152
|
|
|
$
|
917
|
|
|
$
|
237
|
|
|
$
|
—
|
|
|
$
|
1,154
|
|
Collective trust funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed income fund(1)
|
|
|
|
|
|
|
|
|
|
$
|
681
|
|
|
|
|
|
|
|
|
|
|
|
$
|
405
|
|
||||||
Common stock fund(1)
|
|
|
|
|
|
|
|
|
|
178
|
|
|
|
|
|
|
|
|
|
|
|
246
|
|
||||||||
International fund(1)
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||||
Total collective trust funds
|
|
|
|
|
|
|
|
|
|
$
|
859
|
|
|
|
|
|
|
|
|
|
|
|
$
|
651
|
|
||||||
Hedge funds measured at NAV(1)
|
|
|
|
|
|
|
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1
|
|
||||||
Real estate funds measured at NAV(1)
|
|
|
|
|
|
|
|
|
|
$
|
187
|
|
|
|
|
|
|
|
|
|
|
|
$
|
200
|
|
||||||
Private equity funds measured at NAV(1)
|
|
|
|
|
|
|
|
|
|
$
|
101
|
|
|
|
|
|
|
|
|
|
|
|
$
|
99
|
|
||||||
|
|
|
|
|
|
|
|
|
|
$
|
2,299
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,105
|
|
|
Qualified Plans
|
|
Non-qualified Plans
|
||||
|
(In millions)
|
||||||
Expected Employer Contributions:
|
|
|
|
||||
2020
|
$
|
—
|
|
|
$
|
11
|
|
Expected Benefit Payments:
|
|
|
|
||||
2020
|
$
|
126
|
|
|
$
|
11
|
|
2021
|
135
|
|
|
30
|
|
||
2022
|
135
|
|
|
29
|
|
||
2023
|
134
|
|
|
14
|
|
||
2024
|
135
|
|
|
10
|
|
||
Next five years
|
667
|
|
|
59
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In millions)
|
||||||||||
Investment services fee income
|
$
|
79
|
|
|
$
|
71
|
|
|
$
|
60
|
|
Bank-owned life insurance
|
78
|
|
|
65
|
|
|
81
|
|
|||
Commercial credit fee income
|
73
|
|
|
71
|
|
|
71
|
|
|||
Market value adjustments on employee benefit assets - defined benefit
|
5
|
|
|
(6
|
)
|
|
—
|
|
|||
Market value adjustments on employee benefit assets - other
|
11
|
|
|
(5
|
)
|
|
16
|
|
|||
Other miscellaneous income
|
130
|
|
|
100
|
|
|
75
|
|
|||
|
$
|
376
|
|
|
$
|
296
|
|
|
$
|
303
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In millions)
|
||||||||||
Outside services
|
$
|
189
|
|
|
$
|
187
|
|
|
$
|
172
|
|
Marketing
|
97
|
|
|
92
|
|
|
93
|
|
|||
Professional, legal and regulatory expenses
|
95
|
|
|
119
|
|
|
93
|
|
|||
Credit/checkcard expenses
|
68
|
|
|
57
|
|
|
50
|
||||
FDIC insurance assessments
|
48
|
|
|
85
|
|
|
108
|
|
|||
Branch consolidation, property and equipment charges
|
25
|
|
|
11
|
|
|
22
|
|
|||
Visa class B shares expense
|
14
|
|
|
10
|
|
|
19
|
|
|||
Provision (credit) for unfunded credit losses
|
(6
|
)
|
|
(2
|
)
|
|
(16
|
)
|
|||
Loss on early extinguishment of debt
|
16
|
|
|
—
|
|
|
—
|
|
|||
Other miscellaneous expenses
|
381
|
|
|
404
|
|
|
411
|
|
|||
|
$
|
927
|
|
|
$
|
963
|
|
|
$
|
952
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In millions)
|
||||||||||
Current income tax expense:
|
|
|
|
|
|
||||||
Federal
|
$
|
279
|
|
|
$
|
175
|
|
|
$
|
373
|
|
State
|
62
|
|
|
29
|
|
|
30
|
|
|||
Total current expense
|
$
|
341
|
|
|
$
|
204
|
|
|
$
|
403
|
|
Deferred income tax expense:
|
|
|
|
|
|
||||||
Federal
|
$
|
29
|
|
|
$
|
130
|
|
|
$
|
180
|
|
State
|
33
|
|
|
53
|
|
|
36
|
|
|||
Total deferred expense
|
$
|
62
|
|
|
$
|
183
|
|
|
$
|
216
|
|
Total income tax expense
|
$
|
403
|
|
|
$
|
387
|
|
|
$
|
619
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Dollars in millions)
|
||||||||||
Tax on income from continuing operations computed at statutory federal income tax rate
|
$
|
417
|
|
|
$
|
410
|
|
|
$
|
651
|
|
Increase (decrease) in taxes resulting from:
|
|
|
|
|
|
||||||
State income tax, net of federal tax effect
|
75
|
|
|
65
|
|
|
43
|
|
|||
Tax-exempt interest
|
(39
|
)
|
|
(37
|
)
|
|
(54
|
)
|
|||
Affordable housing investment amortization, net of tax benefits (excluding Tax Reform)
|
(34
|
)
|
|
(37
|
)
|
|
(52
|
)
|
|||
Deferred tax revaluation and other impacts of Tax Reform
|
—
|
|
|
(37
|
)
|
|
61
|
|
|||
Non-deductible expenses
|
19
|
|
|
28
|
|
|
3
|
|
|||
Bank-owned life insurance
|
(19
|
)
|
|
(16
|
)
|
|
(32
|
)
|
|||
Lease financing
|
5
|
|
|
11
|
|
|
16
|
|
|||
Other, net
|
(21
|
)
|
|
—
|
|
|
(17
|
)
|
|||
Income tax expense
|
$
|
403
|
|
|
$
|
387
|
|
|
$
|
619
|
|
Effective tax rate
|
20.3
|
%
|
|
19.8
|
%
|
|
33.3
|
%
|
|
2019
|
|
2018
|
||||
|
(In millions)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Allowance for loan losses
|
$
|
231
|
|
|
$
|
226
|
|
Right of use liability
|
124
|
|
|
—
|
|
||
State net operating losses, net of federal tax effect
|
50
|
|
|
73
|
|
||
Unrealized losses included in stockholder's equity
|
30
|
|
|
325
|
|
||
Accrued expenses
|
30
|
|
|
48
|
|
||
Federal tax credit carryforwards
|
12
|
|
|
14
|
|
||
Other
|
16
|
|
|
21
|
|
||
Total deferred tax assets
|
493
|
|
|
707
|
|
||
Less: valuation allowance
|
(32
|
)
|
|
(30
|
)
|
||
Total deferred tax assets less valuation allowance
|
461
|
|
|
677
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Lease financing
|
354
|
|
|
330
|
|
||
Right of use asset
|
115
|
|
|
—
|
|
||
Goodwill and intangibles
|
92
|
|
|
94
|
|
||
Employee benefits and deferred compensation
|
90
|
|
|
82
|
|
||
Mortgage servicing rights
|
61
|
|
|
73
|
|
||
Fixed assets
|
42
|
|
|
41
|
|
||
Other
|
35
|
|
|
37
|
|
||
Total deferred tax liabilities
|
789
|
|
|
657
|
|
||
Net deferred tax asset (liability)
|
$
|
(328
|
)
|
|
$
|
20
|
|
|
Expiration Dates
|
|
Deferred Tax
Asset Balance
|
|
Valuation
Allowance
|
|
Net Deferred Tax
Asset Balance
|
|
Pre-Tax
Earnings
Necessary to
Realize (1)
|
|||||||
|
(In millions)
|
|||||||||||||||
General business credits
|
2039
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
12
|
|
|
$ N/A
|
|
Net operating losses-states
|
2020-2024
|
|
23
|
|
|
11
|
|
|
12
|
|
|
253
|
|
|||
Net operating losses-states
|
2025-2031
|
|
20
|
|
|
16
|
|
|
4
|
|
|
65
|
|
|||
Net operating losses-states
|
2032-2039
|
|
5
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|||
Net operating losses-states
|
None
|
|
2
|
|
|
—
|
|
|
2
|
|
|
N/A
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In millions)
|
||||||||||
Balance at beginning of year
|
$
|
13
|
|
|
$
|
27
|
|
|
$
|
31
|
|
Additions based on tax positions taken in a prior period
|
25
|
|
|
—
|
|
|
—
|
|
|||
Additions based on tax positions taken in the current period
|
—
|
|
|
11
|
|
|
—
|
|
|||
Reductions based on tax positions taken in a prior period
|
—
|
|
|
(13
|
)
|
|
—
|
|
|||
Settlements
|
—
|
|
|
(11
|
)
|
|
—
|
|
|||
Expiration of statute of limitations
|
(1
|
)
|
|
(1
|
)
|
|
(4
|
)
|
|||
Balance at end of year
|
$
|
37
|
|
|
$
|
13
|
|
|
$
|
27
|
|
|
2019
|
|
2018
|
||||||||||||||||||||
|
Notional
Amount
|
|
Estimated Fair Value
|
|
Notional
Amount
|
|
Estimated Fair Value
|
||||||||||||||||
|
Gain(1)
|
|
Loss(1)
|
|
Gain(1)
|
|
Loss(1)
|
||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Derivatives in fair value hedging relationships:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
$
|
2,900
|
|
|
|
|
|
|
$
|
3,231
|
|
|
|
|
|
||||||||
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
17,250
|
|
|
|
|
|
|
8,750
|
|
|
|
|
|
||||||||||
Interest rate floors (2)
|
6,750
|
|
|
208
|
|
|
|
|
3,250
|
|
|
72
|
|
|
|
||||||||
Total derivatives designated as hedging instruments
|
$
|
26,900
|
|
|
$
|
208
|
|
|
|
|
$
|
15,231
|
|
|
$
|
72
|
|
|
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
$
|
68,075
|
|
|
$
|
376
|
|
|
$
|
164
|
|
|
$
|
49,737
|
|
|
$
|
193
|
|
|
$
|
237
|
|
Interest rate options
|
11,347
|
|
|
27
|
|
|
9
|
|
|
7,178
|
|
|
29
|
|
|
20
|
|
||||||
Interest rate futures and forward commitments
|
27,324
|
|
|
10
|
|
|
11
|
|
|
7,961
|
|
|
4
|
|
|
9
|
|
||||||
Other contracts
|
10,276
|
|
|
48
|
|
|
58
|
|
|
7,287
|
|
|
72
|
|
|
74
|
|
||||||
Total derivatives not designated as hedging instruments
|
$
|
117,022
|
|
|
$
|
461
|
|
|
$
|
242
|
|
|
$
|
72,163
|
|
|
$
|
298
|
|
|
$
|
340
|
|
Total derivatives
|
$
|
143,922
|
|
|
$
|
669
|
|
|
$
|
242
|
|
|
$
|
87,394
|
|
|
$
|
370
|
|
|
$
|
340
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total gross derivative instruments, before netting
|
|
|
$
|
669
|
|
|
$
|
242
|
|
|
|
|
$
|
370
|
|
|
$
|
340
|
|
||||
Less: Legally enforceable master netting agreements
|
|
|
105
|
|
|
105
|
|
|
|
|
108
|
|
|
108
|
|
||||||||
Less: Cash collateral received/posted
|
|
|
229
|
|
|
90
|
|
|
|
|
135
|
|
|
71
|
|
||||||||
Total gross derivative instruments, after netting (3)
|
|
|
$
|
335
|
|
|
$
|
47
|
|
|
|
|
$
|
127
|
|
|
$
|
161
|
|
(1)
|
Derivatives in a gain position are recorded as other assets and derivatives in a loss position are recorded as other liabilities on the consolidated balance sheets. There is no fair value presented for contracts that are characterized as settled daily.
|
(2)
|
Estimated fair value includes premium and change in fair value of the interest rate floors.
|
(3)
|
The gain amounts, which are not collateralized with cash or other assets or reserved for, represent the net credit risk on all trading and other derivative positions. Financial instruments posted of $24 million were not offset in the consolidated balance sheets at both December 31, 2019 and 2018.
|
|
2019
|
||||||||||||||
|
Interest Income
|
|
Interest Expense
|
|
Non-interest Expense
|
||||||||||
|
Debt securities-taxable
|
|
Loans, including fees
|
|
Long-term borrowings
|
|
Other
|
||||||||
|
(In millions)
|
||||||||||||||
Total amounts presented in the consolidated statements of income
|
$
|
643
|
|
|
$
|
3,866
|
|
|
$
|
351
|
|
|
$
|
927
|
|
|
|
|
|
|
|
|
|
||||||||
Gains/(losses) on fair value hedging relationships:
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts:
|
|
|
|
|
|
|
|
||||||||
Amounts related to interest settlements on derivatives
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(14
|
)
|
|
$
|
—
|
|
Recognized on derivatives
|
(2
|
)
|
|
—
|
|
|
92
|
|
|
—
|
|
||||
Recognized on hedged items
|
2
|
|
|
—
|
|
|
(92
|
)
|
|
—
|
|
||||
Net income (expense) recognized on fair value hedges
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(14
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Gains/(losses) on cash flow hedging relationships: (1)
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts:
|
|
|
|
|
|
|
|
||||||||
Realized gains (losses) reclassified from AOCI into net income (2)
|
$
|
—
|
|
|
$
|
(24
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Net income (expense) recognized on cash flow hedges (2)
|
$
|
—
|
|
|
$
|
(24
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
2018
|
||||||||||||||
|
Interest Income
|
|
Interest Expense
|
|
Non-interest Expense
|
||||||||||
|
Debt securities-taxable
|
|
Loans, including fees
|
|
Long-term borrowings
|
|
Other
|
||||||||
|
(In millions)
|
||||||||||||||
Total amounts presented in the consolidated statements of income
|
$
|
625
|
|
|
$
|
3,613
|
|
|
$
|
322
|
|
|
$
|
963
|
|
|
|
|
|
|
|
|
|
||||||||
Gains/(losses) on fair value hedging relationships:
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts:
|
|
|
|
|
|
|
|
||||||||
Amounts related to interest settlements on derivatives
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
(15
|
)
|
|
$
|
—
|
|
Recognized on derivatives
|
4
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Recognized on hedged items
|
(4
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||
Net income (expense) recognized on fair value hedges
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
(15
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Gains/(losses) on cash flow hedging relationships: (1)
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts:
|
|
|
|
|
|
|
|
||||||||
Realized gains (losses) reclassified from AOCI into net income (2)
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net income (expense) recognized on cash flow hedges (2)
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
2017
|
||||||||||||||
|
Interest Income
|
|
Interest Expense
|
|
Non-interest Expense
|
||||||||||
|
Debt securities-taxable
|
|
Loans, including fees
|
|
Long-term borrowings
|
|
Other
|
||||||||
|
(In millions)
|
||||||||||||||
Total amounts presented in the consolidated statements of income
|
$
|
596
|
|
|
$
|
3,228
|
|
|
$
|
212
|
|
|
$
|
952
|
|
|
|
|
|
|
|
|
|
||||||||
Gains/(losses) on fair value hedging relationships:
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts:
|
|
|
|
|
|
|
|
||||||||
Amounts related to interest settlements on derivatives
|
$
|
(4
|
)
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
Recognized on derivatives
|
—
|
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
||||
Recognized on hedged items
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
||||
Net income (expense) recognized on fair value hedges
|
$
|
(4
|
)
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
1
|
|
|
|
|
|
|
|
|
|
||||||||
Gains/(losses) on cash flow hedging relationships: (1)
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts:
|
|
|
|
|
|
|
|
||||||||
Realized gains (losses) reclassified from AOCI into net income (2)
|
$
|
—
|
|
|
$
|
86
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net income (expense) recognized on cash flow hedges (2)
|
$
|
—
|
|
|
$
|
86
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
2019
|
|
2018
|
||||||||||||
|
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)
|
||||||||||||
Debt securities available for sale
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
85
|
|
|
$
|
—
|
|
Long-term borrowings
|
(2,954
|
)
|
|
(49
|
)
|
|
(3,103
|
)
|
|
50
|
|
Derivatives Not Designated as Hedging Instruments
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In millions)
|
||||||||||
Capital markets income:
|
|
|
|
|
|
||||||
Interest rate swaps
|
$
|
13
|
|
|
$
|
19
|
|
|
$
|
11
|
|
Interest rate options
|
23
|
|
|
28
|
|
|
28
|
|
|||
Interest rate futures and forward commitments
|
10
|
|
|
3
|
|
|
10
|
|
|||
Other contracts
|
(1
|
)
|
|
5
|
|
|
(10
|
)
|
|||
Total capital markets income
|
45
|
|
|
55
|
|
|
39
|
|
|||
Mortgage income:
|
|
|
|
|
|
||||||
Interest rate swaps
|
68
|
|
|
(12
|
)
|
|
2
|
|
|||
Interest rate options
|
(1
|
)
|
|
—
|
|
|
(7
|
)
|
|||
Interest rate futures and forward commitments
|
5
|
|
|
(8
|
)
|
|
(3
|
)
|
|||
Total mortgage income
|
72
|
|
|
(20
|
)
|
|
(8
|
)
|
|||
|
$
|
117
|
|
|
$
|
35
|
|
|
$
|
31
|
|
|
2019
|
|
|
2018
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3 (1)
|
|
Total
Estimated Fair Value
|
|
|
Level 1
|
|
Level 2
|
|
Level 3 (1)
|
|
Total
Estimated Fair Value
|
||||||||||||||||
|
(In millions)
|
|||||||||||||||||||||||||||||||
Recurring fair value measurements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Debt securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. Treasury securities
|
$
|
182
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
182
|
|
|
|
$
|
280
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
280
|
|
Federal agency securities
|
—
|
|
|
43
|
|
|
—
|
|
|
43
|
|
|
|
—
|
|
|
43
|
|
|
—
|
|
|
43
|
|
||||||||
Mortgage-backed securities (MBS):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Residential agency
|
—
|
|
|
15,516
|
|
|
—
|
|
|
15,516
|
|
|
|
—
|
|
|
16,624
|
|
|
—
|
|
|
16,624
|
|
||||||||
Residential non-agency
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||||||
Commercial agency
|
—
|
|
|
4,766
|
|
|
—
|
|
|
4,766
|
|
|
|
—
|
|
|
3,835
|
|
|
—
|
|
|
3,835
|
|
||||||||
Commercial non-agency
|
—
|
|
|
647
|
|
|
—
|
|
|
647
|
|
|
|
—
|
|
|
760
|
|
|
—
|
|
|
760
|
|
||||||||
Corporate and other debt securities
|
—
|
|
|
1,450
|
|
|
1
|
|
|
1,451
|
|
|
|
—
|
|
|
1,182
|
|
|
3
|
|
|
1,185
|
|
||||||||
Total debt securities available for sale
|
$
|
182
|
|
|
$
|
22,422
|
|
|
$
|
2
|
|
|
$
|
22,606
|
|
|
|
$
|
280
|
|
|
$
|
22,444
|
|
|
$
|
5
|
|
|
$
|
22,729
|
|
Loans held for sale
|
$
|
—
|
|
|
$
|
436
|
|
|
$
|
3
|
|
|
$
|
439
|
|
|
|
$
|
—
|
|
|
$
|
251
|
|
|
$
|
—
|
|
|
$
|
251
|
|
Marketable equity securities
|
$
|
450
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
450
|
|
|
|
$
|
429
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
429
|
|
Residential mortgage servicing rights
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
345
|
|
|
$
|
345
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
418
|
|
|
$
|
418
|
|
Derivative assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate swaps
|
$
|
—
|
|
|
$
|
376
|
|
|
$
|
—
|
|
|
$
|
376
|
|
|
|
$
|
—
|
|
|
$
|
193
|
|
|
$
|
—
|
|
|
$
|
193
|
|
Interest rate options
|
—
|
|
|
227
|
|
|
8
|
|
|
235
|
|
|
|
—
|
|
|
96
|
|
|
5
|
|
|
101
|
|
||||||||
Interest rate futures and forward commitments
|
—
|
|
|
4
|
|
|
6
|
|
|
10
|
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
||||||||
Other contracts
|
—
|
|
|
47
|
|
|
1
|
|
|
48
|
|
|
|
2
|
|
|
70
|
|
|
—
|
|
|
72
|
|
||||||||
Total derivative assets
|
$
|
—
|
|
|
$
|
654
|
|
|
$
|
15
|
|
|
$
|
669
|
|
|
|
$
|
2
|
|
|
$
|
363
|
|
|
$
|
5
|
|
|
$
|
370
|
|
Derivative liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate swaps
|
$
|
—
|
|
|
$
|
164
|
|
|
$
|
—
|
|
|
$
|
164
|
|
|
|
$
|
—
|
|
|
$
|
237
|
|
|
$
|
—
|
|
|
$
|
237
|
|
Interest rate options
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
20
|
|
||||||||
Interest rate futures and forward commitments
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
||||||||
Other contracts
|
—
|
|
|
53
|
|
|
5
|
|
|
58
|
|
|
|
2
|
|
|
69
|
|
|
3
|
|
|
74
|
|
||||||||
Total derivative liabilities
|
$
|
—
|
|
|
$
|
237
|
|
|
$
|
5
|
|
|
$
|
242
|
|
|
|
$
|
2
|
|
|
$
|
335
|
|
|
$
|
3
|
|
|
$
|
340
|
|
Non-recurring fair value measurements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Loans held for sale
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
14
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
10
|
|
Equity investments without a readily determinable fair value
|
—
|
|
|
—
|
|
|
32
|
|
|
32
|
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|
27
|
|
||||||||
Foreclosed property and other real estate
|
—
|
|
|
—
|
|
|
42
|
|
|
42
|
|
|
|
—
|
|
|
16
|
|
|
3
|
|
|
19
|
|
(1)
|
All following disclosures related to Level 3 recurring and non-recurring assets do not include those deemed to be immaterial.
|
|
Year Ended December 31, 2019
|
||||||||||||||||||||||||||||||
|
|
|
Total Realized /
Unrealized
Gains or Losses
|
|
Purchases
|
|
Sales
|
|
Issuances
|
|
Settlements
|
|
Transfers
into
Level 3
|
|
Transfers
out of
Level 3
|
|
|
||||||||||||||
|
Opening
Balance January 1, 2019 |
Included
in
Earnings
|
|
Included
in Other
Compre-
hensive
Income
(Loss)
|
|
Closing Balance December 31, 2019
|
|||||||||||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||
Level 3 Instruments Only
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential mortgage servicing rights
|
$
|
418
|
|
|
(115
|
)
|
(1)
|
—
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
345
|
|
|
Year Ended December 31, 2018
|
||||||||||||||||||||||||||||||
|
|
|
Total Realized /
Unrealized
Gains or Losses
|
|
Purchases
|
|
Sales
|
|
Issuances
|
|
Settlements
|
|
Transfers
into
Level 3
|
|
Transfers
out of
Level 3
|
|
|
||||||||||||||
|
Opening
Balance January 1, 2018 |
Included
in Earnings
|
|
Included
in Other
Compre-
hensive
Income
(Loss)
|
|
Closing Balance December 31, 2018
|
|||||||||||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||
Level 3 Instruments Only
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential mortgage servicing rights
|
$
|
336
|
|
|
(29
|
)
|
(1)
|
—
|
|
|
111
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
418
|
|
|
Year Ended December 31, 2017
|
|
|||||||||||||||||||||||||||||
|
|
|
Total Realized /
Unrealized
Gains or Losses
|
|
Purchases
|
|
Sales
|
|
Issuances
|
|
Settlements
|
|
Transfers
into
Level 3
|
|
Transfers
out of
Level 3
|
|
|
||||||||||||||
|
Opening
Balance January 1, 2017 |
Included
in Earnings
|
|
Included
in Other
Compre-
hensive
Income
(Loss)
|
|
Closing Balance December 31, 2017
|
|||||||||||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||
Level 3 Instruments Only
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential mortgage servicing rights
|
$
|
324
|
|
|
(52
|
)
|
(1)
|
—
|
|
|
64
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
336
|
|
|
2019
|
|
2018
|
||||
|
(In millions)
|
||||||
Loans held for sale
|
$
|
(12
|
)
|
|
$
|
(13
|
)
|
Equity investments without a readily determinable fair value
|
1
|
|
|
8
|
|
||
Foreclosed property and other real estate
|
(30
|
)
|
|
(15
|
)
|
|
December 31, 2019
|
||||||
|
Level 3
Estimated Fair Value at
December 31, 2019
|
|
Valuation
Technique
|
|
Unobservable
Input(s)
|
|
Quantitative Range of
Unobservable Inputs and
(Weighted-Average)
|
|
(Dollars in millions)
|
||||||
Recurring fair value measurements:
|
|
|
|
|
|
|
|
Residential mortgage servicing rights (1)
|
$345
|
|
Discounted cash flow
|
|
Weighted-average CPR (%)
|
|
7.4% - 26.1% (12.0%)
|
|
|
|
|
|
OAS (%)
|
|
5.2% - 10.2% (6.18%)
|
|
December 31, 2018
|
||||||
|
Level 3
Estimated Fair Value at December 31, 2018 |
|
Valuation
Technique
|
|
Unobservable
Input(s)
|
|
Quantitative Range of
Unobservable Inputs and
(Weighted-Average)
|
|
(Dollars in millions)
|
||||||
Recurring fair value measurements:
|
|
|
|
|
|
|
|
Residential mortgage servicing rights (1)
|
$418
|
|
Discounted cash flow
|
|
Weighted-average CPR (%)
|
|
4.4% - 42.6% (9.0%)
|
|
|
|
|
|
OAS (%)
|
|
5.7% - 15.0% (7.6%)
|
|
December 31, 2017
|
||||||
|
Level 3
Estimated Fair Value at December 31, 2017 |
|
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)
|
$336
|
|
Discounted cash flow
|
|
Weighted-average CPR (%)
|
|
7.9% - 28.1% (9.9%)
|
|
|
|
|
|
OAS (%)
|
|
8.1% - 15.0% (8.6%)
|
|
2019
|
|
2018
|
||||||||||||||||||||
|
Aggregate
Fair Value
|
|
Aggregate
Unpaid
Principal
|
|
Aggregate Fair
Value Less
Aggregate
Unpaid
Principal
|
|
Aggregate
Fair Value
|
|
Aggregate
Unpaid
Principal
|
|
Aggregate Fair
Value Less
Aggregate
Unpaid
Principal
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Mortgage loans held for sale, at fair value
|
$
|
439
|
|
|
$
|
425
|
|
|
$
|
14
|
|
|
$
|
251
|
|
|
$
|
242
|
|
|
$
|
9
|
|
|
2019
|
|
2018
|
||||
|
(In millions)
|
||||||
Net gains (losses) resulting from changes in fair value
|
$
|
4
|
|
|
$
|
(2
|
)
|
|
2019
|
||||||||||||||||||
|
Carrying
Amount
|
|
Estimated
Fair
Value(1)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
4,114
|
|
|
$
|
4,114
|
|
|
$
|
4,114
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Debt securities held to maturity
|
1,332
|
|
|
1,372
|
|
|
—
|
|
|
1,372
|
|
|
—
|
|
|||||
Debt securities available for sale
|
22,606
|
|
|
22,606
|
|
|
182
|
|
|
22,422
|
|
|
2
|
|
|||||
Loans held for sale
|
637
|
|
|
637
|
|
|
—
|
|
|
620
|
|
|
17
|
|
|||||
Loans (excluding leases), net of unearned income and allowance for loan losses(2)(3)
|
80,841
|
|
|
80,799
|
|
|
—
|
|
|
—
|
|
|
80,799
|
|
|||||
Other earning assets(4)
|
1,221
|
|
|
1,221
|
|
|
450
|
|
|
771
|
|
|
—
|
|
|||||
Derivative assets
|
669
|
|
|
669
|
|
|
—
|
|
|
654
|
|
|
15
|
|
|||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative liabilities
|
242
|
|
|
242
|
|
|
—
|
|
|
237
|
|
|
5
|
|
|||||
Deposits
|
97,475
|
|
|
97,516
|
|
|
—
|
|
|
97,516
|
|
|
—
|
|
|||||
Short-term borrowings
|
2,050
|
|
|
2,050
|
|
|
—
|
|
|
2,050
|
|
|
—
|
|
|||||
Long-term borrowings
|
7,879
|
|
|
8,275
|
|
|
—
|
|
|
7,442
|
|
|
833
|
|
|||||
Loan commitments and letters of credit
|
67
|
|
|
471
|
|
|
—
|
|
|
—
|
|
|
471
|
|
(1)
|
Estimated fair values are consistent with an exit price concept. The assumptions used to estimate the fair values are intended to approximate those that a market participant would use in a hypothetical orderly transaction. In estimating fair value, the Company makes adjustments for estimated changes in interest rates, market liquidity and credit spreads in the periods they are deemed to have occurred.
|
(2)
|
The estimated fair value of portfolio loans assumes sale of the loans to a third-party financial investor. Accordingly, the value to the Company if the loans were held to maturity is not reflected in the fair value estimate. The fair value discount on the loan portfolio's net carrying amount at 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.
|
|
2018
|
||||||||||||||||||
|
Carrying
Amount
|
|
Estimated
Fair
Value(1)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
3,538
|
|
|
$
|
3,538
|
|
|
$
|
3,538
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Debt securities held to maturity
|
1,482
|
|
|
1,460
|
|
|
—
|
|
|
1,460
|
|
|
—
|
|
|||||
Debt securities available for sale
|
22,729
|
|
|
22,729
|
|
|
280
|
|
|
22,444
|
|
|
5
|
|
|||||
Loans held for sale
|
304
|
|
|
304
|
|
|
—
|
|
|
287
|
|
|
17
|
|
|||||
Loans (excluding leases), net of unearned income and allowance for loan losses(2)(3)
|
81,054
|
|
|
79,386
|
|
|
—
|
|
|
—
|
|
|
79,386
|
|
|||||
Other earning assets (4)
|
1,350
|
|
|
1,350
|
|
|
429
|
|
|
921
|
|
|
—
|
|
|||||
Derivative assets
|
370
|
|
|
370
|
|
|
2
|
|
|
363
|
|
|
5
|
|
|||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative liabilities
|
340
|
|
|
340
|
|
|
2
|
|
|
335
|
|
|
3
|
|
|||||
Deposits
|
94,491
|
|
|
94,531
|
|
|
—
|
|
|
94,531
|
|
|
—
|
|
|||||
Short-term borrowings
|
1,600
|
|
|
1,600
|
|
|
—
|
|
|
1,600
|
|
|
—
|
|
|||||
Long-term borrowings
|
12,424
|
|
|
12,610
|
|
|
—
|
|
|
12,408
|
|
|
202
|
|
|||||
Loan commitments and letters of credit
|
79
|
|
|
435
|
|
|
—
|
|
|
—
|
|
|
435
|
|
(1)
|
Estimated fair values are consistent with an exit price concept. The assumptions used to estimate the fair values are intended to approximate those that a market participant would use in a hypothetical orderly transaction. In estimating fair value, the Company makes adjustments for estimated changes in interest rates, market liquidity and credit spreads in the periods they are deemed to have occurred.
|
(2)
|
The estimated fair value of portfolio loans assumes sale of the loans to a third-party financial investor. Accordingly, the value to the Company if the loans were held to maturity is not reflected in the fair value estimate. The fair value discount on the loan portfolio's net carrying amount at December 31, 2018 was $1.7 billion or 2.1% percent.
|
(3)
|
Excluded from this table is the capital lease carrying amount of $1.1 billion at December 31, 2018.
|
(4)
|
Excluded from this table is the operating lease carrying amount of $369 million at December 31, 2018.
|
•
|
Net interest income and other financing income is presented based upon an FTP approach, for which market-based funding charges/credits are assigned within the segments. By allocating a cost or a credit to each product based on the FTP framework, management is able to more effectively measure the net interest margin contribution of its assets/liabilities by segment. The summation of the interest income/expense and FTP charges/credits for each segment is its designated net interest income and other financing income. The variance between the Company’s cumulative FTP charges and cumulative FTP credits is offset in Other.
|
•
|
Provision for loan losses is allocated to each segment based on an estimated loss methodology. The difference between the consolidated provision for loan losses and the segments’ estimated loss is reflected in Other.
|
•
|
Income tax expense (benefit) is calculated for the Corporate Bank, Consumer Bank and Wealth Management based on a consistent federal and state statutory rate. Discontinued Operations reflects the actual income tax expense (benefit) of its results. Any difference between the Company’s consolidated income tax expense (benefit) and the segments’ calculated amounts is reflected in Other.
|
•
|
Management reporting allocations of certain expenses are made in order to analyze the financial performance of the segments. These allocations consist of operational and overhead cost pools and are intended to represent the total costs to support a segment.
|
|
2019
|
||||||||||||||||||||||||||
|
Corporate Bank
|
|
Consumer
Bank
|
|
Wealth
Management
|
|
Other
|
|
Continuing
Operations
|
|
Discontinued
Operations
|
|
Consolidated
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Net interest income and other financing income (loss)
|
$
|
1,436
|
|
|
$
|
2,329
|
|
|
$
|
179
|
|
|
$
|
(199
|
)
|
|
$
|
3,745
|
|
|
$
|
—
|
|
|
$
|
3,745
|
|
Provision (credit) for loan losses
|
179
|
|
|
338
|
|
|
15
|
|
|
(145
|
)
|
|
387
|
|
|
—
|
|
|
387
|
|
|||||||
Non-interest income
|
539
|
|
|
1,214
|
|
|
332
|
|
|
31
|
|
|
2,116
|
|
|
—
|
|
|
2,116
|
|
|||||||
Non-interest expense
|
931
|
|
|
2,055
|
|
|
348
|
|
|
155
|
|
|
3,489
|
|
|
—
|
|
|
3,489
|
|
|||||||
Income (loss) before income taxes
|
865
|
|
|
1,150
|
|
|
148
|
|
|
(178
|
)
|
|
1,985
|
|
|
—
|
|
|
1,985
|
|
|||||||
Income tax expense (benefit)
|
215
|
|
|
287
|
|
|
38
|
|
|
(137
|
)
|
|
403
|
|
|
—
|
|
|
403
|
|
|||||||
Net income (loss)
|
$
|
650
|
|
|
$
|
863
|
|
|
$
|
110
|
|
|
$
|
(41
|
)
|
|
$
|
1,582
|
|
|
$
|
—
|
|
|
$
|
1,582
|
|
Average assets
|
$
|
53,867
|
|
|
$
|
35,045
|
|
|
$
|
2,183
|
|
|
$
|
34,015
|
|
|
$
|
125,110
|
|
|
$
|
—
|
|
|
$
|
125,110
|
|
|
2018
|
||||||||||||||||||||||||||
|
Corporate Bank
|
|
Consumer
Bank
|
|
Wealth
Management
|
|
Other
|
|
Continuing
Operations
|
|
Discontinued
Operations
|
|
Consolidated
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Net interest income and other financing income (loss)
|
$
|
1,374
|
|
|
$
|
2,209
|
|
|
$
|
193
|
|
|
$
|
(41
|
)
|
|
$
|
3,735
|
|
|
$
|
1
|
|
|
$
|
3,736
|
|
Provision (credit) for loan losses
|
175
|
|
|
317
|
|
|
16
|
|
|
(279
|
)
|
|
229
|
|
|
—
|
|
|
229
|
|
|||||||
Non-interest income
|
546
|
|
|
1,144
|
|
|
316
|
|
|
13
|
|
|
2,019
|
|
|
349
|
|
|
2,368
|
|
|||||||
Non-interest expense
|
916
|
|
|
2,046
|
|
|
345
|
|
|
263
|
|
|
3,570
|
|
|
79
|
|
|
3,649
|
|
|||||||
Income (loss) before income taxes
|
829
|
|
|
990
|
|
|
148
|
|
|
(12
|
)
|
|
1,955
|
|
|
271
|
|
|
2,226
|
|
|||||||
Income tax expense (benefit)
|
207
|
|
|
248
|
|
|
36
|
|
|
(104
|
)
|
|
387
|
|
|
80
|
|
|
467
|
|
|||||||
Net income (loss)
|
$
|
622
|
|
|
$
|
742
|
|
|
$
|
112
|
|
|
$
|
92
|
|
|
$
|
1,568
|
|
|
$
|
191
|
|
|
$
|
1,759
|
|
Average assets
|
$
|
51,530
|
|
|
$
|
35,066
|
|
|
$
|
2,287
|
|
|
$
|
34,415
|
|
|
$
|
123,298
|
|
|
$
|
82
|
|
|
$
|
123,380
|
|
|
2017
|
||||||||||||||||||||||||||
|
Corporate Bank
|
|
Consumer
Bank
|
|
Wealth
Management
|
|
Other
|
|
Continuing
Operations
|
|
Discontinued
Operations
|
|
Consolidated
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Net interest income and other financing income (loss)
|
$
|
1,422
|
|
|
$
|
2,141
|
|
|
$
|
190
|
|
|
$
|
(214
|
)
|
|
$
|
3,539
|
|
|
$
|
1
|
|
|
$
|
3,540
|
|
Provision (credit) for loan losses
|
258
|
|
|
297
|
|
|
20
|
|
|
(425
|
)
|
|
150
|
|
|
—
|
|
|
150
|
|
|||||||
Non-interest income
|
498
|
|
|
1,118
|
|
|
302
|
|
|
44
|
|
|
1,962
|
|
|
146
|
|
|
2,108
|
|
|||||||
Non-interest expense
|
860
|
|
|
2,049
|
|
|
333
|
|
|
249
|
|
|
3,491
|
|
|
128
|
|
|
3,619
|
|
|||||||
Income (loss) before income taxes
|
802
|
|
|
913
|
|
|
139
|
|
|
6
|
|
|
1,860
|
|
|
19
|
|
|
1,879
|
|
|||||||
Income tax expense (benefit)
|
305
|
|
|
347
|
|
|
53
|
|
|
(86
|
)
|
|
619
|
|
|
(3
|
)
|
|
616
|
|
|||||||
Net income (loss)
|
$
|
497
|
|
|
$
|
566
|
|
|
$
|
86
|
|
|
$
|
92
|
|
|
$
|
1,241
|
|
|
$
|
22
|
|
|
$
|
1,263
|
|
Average assets
|
$
|
51,680
|
|
|
$
|
34,938
|
|
|
$
|
2,459
|
|
|
$
|
34,739
|
|
|
$
|
123,816
|
|
|
$
|
160
|
|
|
$
|
123,976
|
|
|
2019
|
|
2018
|
||||
|
(In millions)
|
||||||
Unused commitments to extend credit
|
$
|
52,976
|
|
|
$
|
51,406
|
|
Standby letters of credit
|
1,521
|
|
|
1,428
|
|
||
Commercial letters of credit
|
59
|
|
|
44
|
|
||
Liabilities associated with standby letters of credit
|
22
|
|
|
28
|
|
||
Assets associated with standby letters of credit
|
23
|
|
|
29
|
|
||
Reserve for unfunded credit commitments
|
45
|
|
|
51
|
|
|
Year Ended December 31, 2019
|
||||||||||||||||||||||||||
|
Corporate Bank
|
|
Consumer
Bank
|
|
Wealth
Management
|
|
Other Segment Revenue
|
|
Other(1)
|
|
Continuing
Operations
|
|
Discontinued
Operations
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Service charges on deposit accounts
|
$
|
154
|
|
|
$
|
565
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
7
|
|
|
$
|
729
|
|
|
$
|
—
|
|
Card and ATM fees
|
54
|
|
|
422
|
|
|
1
|
|
|
—
|
|
|
(22
|
)
|
|
455
|
|
|
—
|
|
|||||||
Investment management and trust fee income
|
—
|
|
|
—
|
|
|
243
|
|
|
—
|
|
|
—
|
|
|
243
|
|
|
—
|
|
|||||||
Capital markets income
|
69
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
109
|
|
|
178
|
|
|
—
|
|
|||||||
Mortgage income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
163
|
|
|
163
|
|
|
—
|
|
|||||||
Investment services fee income
|
—
|
|
|
—
|
|
|
79
|
|
|
—
|
|
|
—
|
|
|
79
|
|
|
—
|
|
|||||||
Commercial credit fee income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
73
|
|
|
73
|
|
|
—
|
|
|||||||
Bank-owned life insurance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
78
|
|
|
78
|
|
|
—
|
|
|||||||
Securities gains (losses), net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
(28
|
)
|
|
—
|
|
|||||||
Market value adjustments on employee benefit assets - defined benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
|
—
|
|
|||||||
Market value adjustments on employee benefit assets - other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
11
|
|
|
—
|
|
|||||||
Other miscellaneous income
|
18
|
|
|
58
|
|
|
5
|
|
|
(2
|
)
|
|
51
|
|
|
130
|
|
|
—
|
|
|||||||
|
$
|
295
|
|
|
$
|
1,045
|
|
|
$
|
331
|
|
|
$
|
(2
|
)
|
|
$
|
447
|
|
|
$
|
2,116
|
|
|
$
|
—
|
|
|
Year Ended December 31, 2018
|
||||||||||||||||||||||||||
|
Corporate Bank
|
|
Consumer
Bank
|
|
Wealth
Management
|
|
Other Segment Revenue
|
|
Other(1)
|
|
Continuing
Operations
|
|
Discontinued
Operations
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Service charges on deposit accounts
|
$
|
145
|
|
|
$
|
554
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
710
|
|
|
$
|
—
|
|
Card and ATM fees
|
52
|
|
|
404
|
|
|
1
|
|
|
(1
|
)
|
|
(18
|
)
|
|
438
|
|
|
—
|
|
|||||||
Investment management and trust fee income
|
—
|
|
|
—
|
|
|
235
|
|
|
—
|
|
|
—
|
|
|
235
|
|
|
—
|
|
|||||||
Capital markets income
|
76
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
126
|
|
|
202
|
|
|
—
|
|
|||||||
Mortgage income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
137
|
|
|
137
|
|
|
—
|
|
|||||||
Investment services fee income
|
—
|
|
|
—
|
|
|
71
|
|
|
—
|
|
|
—
|
|
|
71
|
|
|
—
|
|
|||||||
Commercial credit fee income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71
|
|
|
71
|
|
|
—
|
|
|||||||
Bank-owned life insurance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65
|
|
|
65
|
|
|
—
|
|
|||||||
Securities gains (losses), net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
(1
|
)
|
|||||||
Market value adjustments on employee benefit assets - defined benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
|
—
|
|
|||||||
Market value adjustments on employee benefit assets - other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
|
—
|
|
|||||||
Insurance commissions and fees
|
—
|
|
|
—
|
|
|
1
|
|
|
3
|
|
|
—
|
|
|
4
|
|
|
69
|
|
|||||||
Gain on sale of business(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
281
|
|
|||||||
Other miscellaneous income
|
13
|
|
|
42
|
|
|
3
|
|
|
(1
|
)
|
|
39
|
|
|
96
|
|
|
—
|
|
|||||||
|
$
|
286
|
|
|
$
|
1,000
|
|
|
$
|
314
|
|
|
$
|
1
|
|
|
$
|
418
|
|
|
$
|
2,019
|
|
|
$
|
349
|
|
|
Year Ended December 31, 2017 (2)
|
||||||||||||||||||||||||||
|
Corporate Bank
|
|
Consumer
Bank
|
|
Wealth
Management
|
|
Other Segment Revenue
|
|
Other(1)
|
|
Continuing
Operations
|
|
Discontinued
Operations
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Service charges on deposit accounts
|
$
|
140
|
|
|
$
|
530
|
|
|
$
|
3
|
|
|
$
|
1
|
|
|
$
|
9
|
|
|
$
|
683
|
|
|
$
|
—
|
|
Card and ATM fees
|
47
|
|
|
382
|
|
|
—
|
|
|
1
|
|
|
(13
|
)
|
|
417
|
|
|
—
|
|
|||||||
Investment management and trust fee income
|
—
|
|
|
—
|
|
|
230
|
|
|
—
|
|
|
—
|
|
|
230
|
|
|
—
|
|
|||||||
Capital markets income
|
48
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
113
|
|
|
161
|
|
|
—
|
|
|||||||
Mortgage income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
149
|
|
|
149
|
|
|
—
|
|
|||||||
Investment services fee income
|
—
|
|
|
—
|
|
|
60
|
|
|
—
|
|
|
—
|
|
|
60
|
|
|
—
|
|
|||||||
Commercial credit fee income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71
|
|
|
71
|
|
|
—
|
|
|||||||
Bank-owned life insurance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
81
|
|
|
81
|
|
|
—
|
|
|||||||
Securities gains (losses), net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
19
|
|
|
3
|
|
|||||||
Market value adjustments on employee benefit assets - defined benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Market value adjustments on employee benefit assets - other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
16
|
|
|
—
|
|
|||||||
Insurance commissions and fees
|
—
|
|
|
—
|
|
|
1
|
|
|
4
|
|
|
—
|
|
|
5
|
|
|
140
|
|
|||||||
Other miscellaneous income
|
13
|
|
|
45
|
|
|
4
|
|
|
—
|
|
|
8
|
|
|
70
|
|
|
3
|
|
|||||||
|
$
|
248
|
|
|
$
|
957
|
|
|
$
|
298
|
|
|
$
|
6
|
|
|
$
|
453
|
|
|
$
|
1,962
|
|
|
$
|
146
|
|
(1)
|
This revenue is not impacted by the new accounting guidance and continues to be recognized when earned in accordance with the Company's existing revenue recognition policy.
|
(2)
|
The amounts included for 2017 have not been adjusted under the modified retrospective method.
|
|
December 31
|
||||||
|
2019
|
|
2018
|
||||
|
(In millions)
|
||||||
Assets
|
|
|
|
||||
Interest-bearing deposits in other banks
|
$
|
1,935
|
|
|
$
|
1,863
|
|
Loans to subsidiaries
|
20
|
|
|
20
|
|
||
Debt securities available for sale
|
21
|
|
|
20
|
|
||
Premises and equipment, net
|
41
|
|
|
44
|
|
||
Investments in subsidiaries:
|
|
|
|
||||
Banks
|
16,939
|
|
|
15,953
|
|
||
Non-banks
|
207
|
|
|
172
|
|
||
|
17,146
|
|
|
16,125
|
|
||
Other assets
|
295
|
|
|
332
|
|
||
Total assets
|
$
|
19,458
|
|
|
$
|
18,404
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Long-term borrowings
|
$
|
2,950
|
|
|
$
|
3,102
|
|
Other liabilities
|
213
|
|
|
212
|
|
||
Total liabilities
|
3,163
|
|
|
3,314
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock
|
1,310
|
|
|
820
|
|
||
Common stock
|
10
|
|
|
11
|
|
||
Additional paid-in capital
|
12,685
|
|
|
13,766
|
|
||
Retained earnings
|
3,751
|
|
|
2,828
|
|
||
Treasury stock, at cost
|
(1,371
|
)
|
|
(1,371
|
)
|
||
Accumulated other comprehensive income (loss), net
|
(90
|
)
|
|
(964
|
)
|
||
Total stockholders’ equity
|
16,295
|
|
|
15,090
|
|
||
Total liabilities and stockholders’ equity
|
$
|
19,458
|
|
|
$
|
18,404
|
|
|
Year Ended December 31
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In millions)
|
||||||||||
Income:
|
|
|
|
|
|
||||||
Dividends received from subsidiaries
|
$
|
1,675
|
|
|
$
|
2,190
|
|
|
$
|
1,300
|
|
Interest from subsidiaries
|
4
|
|
|
3
|
|
|
7
|
|
|||
Other
|
7
|
|
|
7
|
|
|
2
|
|
|||
|
1,686
|
|
|
2,200
|
|
|
1,309
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Salaries and employee benefits
|
54
|
|
|
52
|
|
|
65
|
|
|||
Interest
|
153
|
|
|
123
|
|
|
81
|
|
|||
Furniture and equipment expense
|
5
|
|
|
4
|
|
|
4
|
|
|||
Other
|
84
|
|
|
76
|
|
|
69
|
|
|||
|
296
|
|
|
255
|
|
|
219
|
|
|||
Income before income taxes and equity in undistributed earnings of subsidiaries
|
1,390
|
|
|
1,945
|
|
|
1,090
|
|
|||
Income tax benefit
|
(68
|
)
|
|
(64
|
)
|
|
(65
|
)
|
|||
Income from continuing operations
|
1,458
|
|
|
2,009
|
|
|
1,155
|
|
|||
Discontinued operations:
|
|
|
|
|
|
||||||
Income (loss) from discontinued operations before income taxes
|
—
|
|
|
271
|
|
|
8
|
|
|||
Income tax expense
|
—
|
|
|
80
|
|
|
2
|
|
|||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
191
|
|
|
6
|
|
|||
Income before equity in undistributed earnings of subsidiaries and preferred dividends
|
1,458
|
|
|
2,200
|
|
|
1,161
|
|
|||
Equity in undistributed earnings of subsidiaries:
|
|
|
|
|
|
||||||
Banks
|
110
|
|
|
(454
|
)
|
|
74
|
|
|||
Non-banks
|
14
|
|
|
13
|
|
|
28
|
|
|||
|
124
|
|
|
(441
|
)
|
|
102
|
|
|||
Net income
|
1,582
|
|
|
1,759
|
|
|
1,263
|
|
|||
Preferred stock dividends
|
(79
|
)
|
|
(64
|
)
|
|
(64
|
)
|
|||
Net income available to common shareholders
|
$
|
1,503
|
|
|
$
|
1,695
|
|
|
$
|
1,199
|
|
|
Year Ended December 31
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In millions)
|
||||||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
1,582
|
|
|
$
|
1,759
|
|
|
$
|
1,263
|
|
Adjustments to reconcile net cash from operating activities:
|
|
|
|
|
|
||||||
Equity in undistributed earnings of subsidiaries
|
(124
|
)
|
|
441
|
|
|
(102
|
)
|
|||
Depreciation, amortization and accretion, net
|
4
|
|
|
3
|
|
|
2
|
|
|||
Loss on sale of assets
|
—
|
|
|
—
|
|
|
1
|
|
|||
Loss on early extinguishment of debt
|
16
|
|
|
—
|
|
|
—
|
|
|||
(Gain) on sale of business
|
—
|
|
|
(281
|
)
|
|
—
|
|
|||
Net change in operating assets and liabilities:
|
|
|
|
|
|
||||||
Other assets
|
18
|
|
|
(35
|
)
|
|
(19
|
)
|
|||
Other liabilities
|
(7
|
)
|
|
(8
|
)
|
|
2
|
|
|||
Other
|
122
|
|
|
31
|
|
|
41
|
|
|||
Net cash from operating activities
|
1,611
|
|
|
1,910
|
|
|
1,188
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
(Investment in) / repayment of investment in subsidiaries
|
(18
|
)
|
|
146
|
|
|
142
|
|
|||
Proceeds from sales and maturities of debt securities available for sale
|
5
|
|
|
8
|
|
|
9
|
|
|||
Purchases of debt securities available for sale
|
(6
|
)
|
|
(10
|
)
|
|
(6
|
)
|
|||
Net (purchases of) / proceeds from sales of assets
|
—
|
|
|
—
|
|
|
6
|
|
|||
Proceeds from disposition of business, net of cash transferred
|
—
|
|
|
357
|
|
|
—
|
|
|||
Other, net
|
—
|
|
|
—
|
|
|
2
|
|
|||
Net cash from investing activities
|
(19
|
)
|
|
501
|
|
|
153
|
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Net change in short-term borrowings
|
—
|
|
|
(101
|
)
|
|
—
|
|
|||
Proceeds from long-term borrowings
|
500
|
|
|
500
|
|
|
999
|
|
|||
Payments on long-term borrowings
|
(751
|
)
|
|
—
|
|
|
—
|
|
|||
Cash dividends on common stock
|
(577
|
)
|
|
(452
|
)
|
|
(346
|
)
|
|||
Cash dividends on preferred stock
|
(79
|
)
|
|
(64
|
)
|
|
(64
|
)
|
|||
Net proceeds from issuance of preferred stock
|
490
|
|
|
—
|
|
|
—
|
|
|||
Repurchase of common stock
|
(1,101
|
)
|
|
(2,122
|
)
|
|
(1,275
|
)
|
|||
Other
|
(2
|
)
|
|
(2
|
)
|
|
(5
|
)
|
|||
Net cash from financing activities
|
(1,520
|
)
|
|
(2,241
|
)
|
|
(691
|
)
|
|||
Net change in cash and cash equivalents
|
72
|
|
|
170
|
|
|
650
|
|
|||
Cash and cash equivalents at beginning of year
|
1,863
|
|
|
1,693
|
|
|
1,043
|
|
|||
Cash and cash equivalents at end of year
|
$
|
1,935
|
|
|
$
|
1,863
|
|
|
$
|
1,693
|
|
Executive Officer
|
|
Age
|
|
Position and
Offices Held with
Registrant and Subsidiaries
|
|
Executive
Officer
Since
|
John M. Turner, Jr.
|
|
58
|
|
President and Chief Executive Officer of registrant and Regions Bank. Previously served as Senior Executive Vice President; Head of Corporate Banking Group and as South Region President of Regions Bank. Prior to joining Regions, served as President of Whitney National Bank and Whitney Holding Corporation.
|
|
2011
|
David J. Turner, Jr.
|
|
56
|
|
Senior Executive Vice President and Chief Financial Officer of registrant and Regions Bank.
|
|
2010
|
John B. Owen
|
|
58
|
|
Senior Executive Vice President and Chief Operating Officer of registrant and Regions Bank. Previously Head of Regional Banking Group; Head of the Business Groups.
|
|
2009
|
Fournier J. “Boots” Gale, III
|
|
75
|
|
Senior Executive Vice President, General Counsel and Corporate Secretary of registrant and Regions Bank. Previously a founding partner of Maynard Cooper & Gale, P.C. in Birmingham, Alabama.
|
|
2011
|
C. Matthew Lusco
|
|
62
|
|
Senior Executive Vice President and Chief Risk Officer of registrant and Regions Bank. Previously managing partner of KPMG LLP’s offices in Birmingham, Alabama and Memphis, Tennessee.
|
|
2011
|
Kate R. Danella
|
|
40
|
|
Executive Vice President and Head of Strategic Planning & Consumer Bank Products and Origination Partnerships of registrant and Regions Bank. Previously served as Head of Strategic Planning and Corporate Development of registrant and Regions Bank. Previously served as Head of Private Wealth Management and as Wealth Strategy and Effectiveness Executive of Regions Bank. Prior to joining Regions, served as Vice President of Capital Group Companies.
|
|
2018
|
C. Keith Herron†
|
|
55
|
|
Senior Executive Vice President and Head of Corporate Responsibility and Community Engagement of registrant and Regions Bank. Director of Regions Foundation. Previously served as Regional President, South Region of Regions Bank and as Head of Strategic Planning and Execution of registrant and Regions Bank.
|
|
2010
|
David R. Keenan
|
|
52
|
|
Senior Executive Vice President and Chief Human Resources Officer of registrant and Regions Bank.
|
|
2010
|
Scott M. Peters
|
|
58
|
|
Senior Executive Vice President and Head of Consumer Banking Group of registrant and Regions Bank. Director of Regions Investment Services, Inc. Previously Consumer Services Group Head.
|
|
2010
|
William D. Ritter
|
|
49
|
|
Senior Executive Vice President and Head of Wealth Management Group of registrant and Regions Bank. Director of Highland Associates, Inc.
|
|
2010
|
Ronald G. Smith
|
|
59
|
|
Senior Executive Vice President and Head of Corporate Banking Group of registrant and Regions Bank. Director of Regions Equipment Finance Corporation. Manager of RFC Financial Services Holding LLC. Previously Regional President, Mid-America Region of Regions Bank.
|
|
2010
|
Plan Category
|
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights (a)
|
|
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights
|
Number of Securities
Remaining Available Under Equity
Compensation Plans
(Excluding Securities
in First Column)
|
|
||||
Equity Compensation Plans Approved by Stockholders
|
967,769
|
|
|
$
|
6.80
|
|
39,018,893
|
|
(b)
|
Equity Compensation Plans Not Approved by Stockholders
|
—
|
|
|
$
|
—
|
|
—
|
|
|
Total
|
967,769
|
|
|
$
|
6.80
|
|
39,018,893
|
|
|
(a)
|
Does not include outstanding restricted stock units of 8,997,358.
|
(b)
|
Consists of shares available for future issuance under the Regions Financial Corporation 2015 Long Term Incentive Plan. In 2015, all prior long-term incentive plans were closed to new grants.
|
Reports of Independent Registered Public Accounting Firm;
|
Consolidated Balance Sheets—December 31, 2019 and 2018;
|
Consolidated Statements of Income—Years ended December 31, 2019, 2018 and 2017;
|
Consolidated Statements of Comprehensive Income—Years ended December 31, 2019, 2018 and 2017;
|
Consolidated Statements of Changes in Stockholders’ Equity—Years ended December 31, 2019, 2018 and 2017; and
|
Consolidated Statements of Cash Flows—Years ended December 31, 2019, 2018 and 2017.
|
Notes to Consolidated Financial Statements
|
SEC Assigned
Exhibit Number
|
Description of Exhibits
|
|
|
3.1
|
|
|
|
3.2
|
|
|
|
3.3
|
|
|
|
3.4
|
|
|
|
3.5
|
|
|
|
4.1
|
Instruments defining the rights of security holders, including indentures. The registrant hereby agrees to furnish to the Commission upon request copies of instruments defining the rights of holders of long-term debt of the registrant and its consolidated subsidiaries; no issuance of debt exceeds 10 percent of the assets of the registrant and its subsidiaries on a consolidated basis.
|
|
|
4.2
|
|
|
|
4.3
|
|
|
|
4.4
|
|
|
|
SEC Assigned
Exhibit Number
|
Description of Exhibits
|
4.5
|
|
|
|
4.6
|
|
|
|
4.7
|
|
|
|
4.8
|
|
|
|
4.9
|
|
|
|
4.10
|
|
|
|
10.1*
|
|
|
|
10.2*
|
|
|
|
10.3*
|
|
|
|
10.4*
|
|
|
|
10.5*
|
|
|
|
10.6*
|
|
|
|
10.7*
|
|
|
|
10.8*
|
|
|
|
SEC Assigned
Exhibit Number
|
Description of Exhibits
|
10.9*
|
|
|
|
10.10*
|
|
|
|
10.11*
|
|
|
|
10.12*
|
|
|
|
10.13*
|
|
|
|
10.14*
|
|
|
|
10.15*
|
|
|
|
10.16*
|
|
|
|
10.17*
|
|
|
|
10.18*
|
|
|
|
10.19*
|
|
|
|
10.20*
|
|
|
|
10.21*
|
|
|
|
10.22*
|
SEC Assigned
Exhibit Number
|
Description of Exhibits
|
|
|
10.23*
|
|
|
|
10.24*
|
|
|
|
10.25*
|
|
|
|
10.26*
|
|
|
|
10.27*
|
|
|
|
10.28*
|
|
|
|
10.29*
|
|
|
|
10.30*
|
|
|
|
10.31*
|
|
|
|
10.32*
|
|
|
|
10.33*
|
|
|
|
10.34*
|
|
|
|
10.35*
|
|
|
|
SEC Assigned
Exhibit Number
|
Description of Exhibits
|
10.36*
|
|
|
|
10.37*
|
|
|
|
10.38*
|
|
|
|
10.39*
|
|
|
|
10.40*
|
|
|
|
10.41*
|
|
|
|
10.42*
|
|
|
|
10.43*
|
|
|
|
10.44*
|
|
|
|
10.45*
|
|
|
|
10.46*
|
|
|
|
10.47*
|
|
|
|
10.48*
|
|
|
|
21
|
|
|
|
23
|
|
|
|
SEC Assigned
Exhibit Number
|
Description of Exhibits
|
24
|
|
|
|
31.1
|
|
|
|
31.2
|
|
|
|
32
|
|
|
|
101
|
The following materials from Regions' Form 10-K Report for the year ended December 31, 2019, formatted in Inline XBRL: (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Income; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Changes in Stockholders' Equity; (v) the Consolidated Statements of Cash Flows; and (vi) the Notes to the Consolidated Financial Statements.
|
|
|
104
|
The cover page of Regions' Form 10-K Report for the year ended December 31, 2019, formatted in Inline XBRL (included within the Exhibit 101 attachments).
|
|
|
|
|
DATE:
|
February 21, 2020
|
|
Regions Financial Corporation
|
|
|
|
|
|
|
By:
|
/S/ JOHN M. TURNER, JR.
|
|
|
|
John M. Turner, Jr.
President and Chief Executive Officer
|
Signature
|
|
Title
|
Date
|
|
|
|
|
/S/ JOHN M. TURNER, JR.
|
|
President and Chief Executive Officer, and Director (principal executive officer)
|
February 21, 2020
|
John M. Turner, Jr.
|
|
|
|
|
|
|
|
/S/ DAVID J. TURNER, JR.
|
|
Senior Executive Vice President and Chief Financial Officer (principal financial officer)
|
February 21, 2020
|
David J. Turner, Jr.
|
|
|
|
|
|
|
|
/S/ HARDIE B. KIMBROUGH, JR.
|
|
Executive Vice President and Controller (principal accounting officer)
|
February 21, 2020
|
Hardie B. Kimbrough, Jr.
|
|
|
|
|
|
|
|
*
|
|
Director
|
February 21, 2020
|
Carolyn H. Byrd
|
|
|
|
|
|
|
|
*
|
|
Director
|
February 21, 2020
|
Don DeFosset
|
|
|
|
|
|
|
|
*
|
|
Director
|
February 21, 2020
|
Samuel A. Di Piazza, Jr.
|
|
|
|
|
|
|
|
*
|
|
Director
|
February 21, 2020
|
Eric C. Fast
|
|
|
|
|
|
|
|
*
|
|
Director
|
February 21, 2020
|
Zhanna Golodryga
|
|
|
|
|
|
|
|
*
|
|
Director
|
February 21, 2020
|
John D. Johns
|
|
|
|
|
|
|
|
*
|
|
Director
|
February 21, 2020
|
Ruth Ann Marshall
|
|
|
|
|
|
|
|
*
|
|
Director
|
February 21, 2020
|
Charles D. McCrary
|
|
|
|
|
|
|
|
*
|
|
Director
|
February 21, 2020
|
James T. Prokopanko
|
|
|
|
|
|
|
|
*
|
|
Director
|
February 21, 2020
|
Lee J. Styslinger III
|
|
|
|
|
|
|
|
*
|
|
Director
|
February 21, 2020
|
José S. Suquet
|
|
|
|
|
|
|
|
*
|
|
Director
|
February 21, 2020
|
Timothy Vines
|
|
|
|
|
|
|
|
By:
|
/S/ FOURNIER J. GALE, III
|
|
Fournier J. Gale, III
|
|
Attorney in Fact
|
•
|
Series A Preferred Stock: December 15, 2017, $1,000 per share;
|
•
|
Series B Preferred Stock: September 15, 2024, $1,000 per share; and
|
•
|
Series C Preferred Stock: May 15, 2029, $1,000 per share.
|
•
|
Series A Preferred Stock: At any time within 90 days following a regulatory capital treatment event, $1,000 per share;
|
•
|
Series B Preferred Stock: At any time following a regulatory capital treatment event, $1,000 per share; and
|
•
|
Series C Preferred Stock: At any time following a regulatory capital treatment event, $1,000 per share.
|
•
|
authorize or increase the authorized amount of, or issue shares of, any class or series of our capital stock ranking senior to the class of preferred stock with respect to payment of dividends or as to distributions upon our liquidation, dissolution or winding-up, or issue any obligation or security convertible into or evidencing the right to purchase any such class or series of our capital stock;
|
•
|
amend the provisions of our Amended and Restated Certificate of Incorporation, including the Certificate of Designations creating the class of preferred stock, so as to adversely affect the special powers, preferences, privileges or rights of the class of preferred stock, taken as a whole; or
|
•
|
consummate a binding share-exchange or reclassification involving the class of preferred stock, or a merger or consolidation of us with or into another entity unless the shares of the class of preferred stock (i) remain outstanding or (ii) are converted into or exchanged for preference securities of the surviving entity or any entity controlling such surviving entity and such new preference securities have terms that are not materially less favorable than the class of preferred stock.
|
|
(1)
|
the Company’s board of directors has approved a memorandum of understanding or other written agreement providing for the transaction with such corporation, entity or person prior to the time that such corporation, entity or person became a beneficial owner of more than 5% of our outstanding shares entitled to vote in an election of directors, or after such acquisition of 5% of our outstanding shares, if at least 75% of the entire board of directors approve the transaction prior to its consummation; or
|
|
(2)
|
the transactions are between (a) the Company or any of its subsidiaries and (b) their majority-owned subsidiaries.
|
•
|
prior to such date, our board of directors approved either the business combination or the transaction in which the stockholder became an interested stockholder;
|
•
|
upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owns at least 85% of our outstanding voting stock (with certain exclusions); or
|
•
|
the business combination is approved by our board of directors and authorized by a vote (and not by written consent) of at least 66 2/3% of our outstanding voting stock not owned by the interested stockholder.
|
•
|
the size of our board of directors and their terms of service;
|
•
|
the provisions regarding “business combinations”;
|
•
|
the ability of our stockholders to act by written consent;
|
•
|
the provisions indemnifying our officers, directors, employees and agents; and
|
•
|
the provisions setting forth the supermajority vote requirements for amending our amended and restated certificate of incorporation.
|
1.1
|
The purpose of this amended and restated Regions Financial Corporation Executive Severance Plan (the “Plan”) is to provide severance benefits to certain executives of the Corporation or its Affiliates in the event their employment is terminated in the certain circumstances defined herein, including certain terminations related to a Change in Control.
|
2.1
|
“Administrator” shall mean the Compensation and Human Resources Committee of the Board.
|
2.2
|
“Affiliate” shall mean each entity which, along with the Corporation, is a member of a controlled group of employers under Code Section 414(b), (c), (m), or (o), other than the affiliate(s) set forth on Exhibit A.
|
2.3
|
“Annual Bonus” shall mean the value of the annual cash bonus (including any mandatory deferral of a portion of the annual cash bonus), if any, awarded to the Participant under the Corporation’s annual incentive plan or program, as in effect from time to time. The Annual Bonus does not include any incentive paid other than annually on a calendar year basis or any incentive designated by the Corporation as long-term, special, retention, equity, or otherwise as not part of an annual cash bonus. For the avoidance of doubt, the Annual Bonus does not include any incentive paid pursuant to a plan or program that separately measures quarterly, semi-annual, and annual components and/or metrics despite that one of the measurement periods is annual. Whether an amount constitutes an Annual Bonus for purposes of the Plan shall be determined in the sole discretion of the Administrator.
|
2.4
|
“Base Salary” shall mean the Participant’s annual rate of base salary as in effect as of immediately prior to the date on which the Participant is notified of his or her termination (or, if greater, as in effect immediately prior to a Change in Control).
|
2.5
|
“Board” shall mean the Board of Directors of the Corporation.
|
2.6
|
“Cause” shall mean:
|
(a)
|
at any time other than during a CIC Termination Period, the occurrence of one or more of the following, as determined in the sole discretion of the Corporation:
|
(i)
|
the Participant’s continued failure to substantially perform his or her reasonably assigned duties with the Corporation or any of its Affiliates (other than any such failure resulting from incapacity due to physical or mental illness), which failure is not cured within 15 calendar days after a written demand for substantial performance has been delivered to the Participant specifying the manner in which the Participant has failed substantially to perform;
|
(ii)
|
the Participant’s breach of his or her fiduciary duty, the Participant’s commission of a felony or of a lesser crime involving fraud or moral turpitude, or the Participant’s material breach of any agreement with the Corporation or any of its Affiliates;
|
(iii)
|
the Participant’s engaging in illegal conduct or misconduct;
|
(iv)
|
the Participant’s impeding, endeavoring to influence, obstruct or impede, or failing to cooperate with an investigation authorized by the Board, a self-regulatory organization empowered with self-regulatory responsibilities under federal securities or state laws or any substantially equivalent foreign statute or regulation or a governmental department or agency;
|
(v)
|
the Participant’s disqualification or bar by any governmental or self-regulatory authority from carrying out the duties and responsibilities of the Participant’s position with the Corporation or any of its Affiliates or the Participant’s loss of any governmental or self-regulatory license that is reasonably necessary for the Participant to perform his or her responsibilities to the Corporation or any of its Affiliates; or
|
(vi)
|
the Participant’s engaging in any act or omission (including, without limitation, an act of sexual misconduct or harassment as determined by the Corporation) which is a violation of any Corporation or Affiliate policy in effect from time to time, including, but not limited to, the Corporation’s Code of Business Conduct and Ethics and the Code of Ethics for Senior Financial Officers, as such codes of conduct may be in effect from time to time, or other policies regarding behavior of Employees;
|
(b)
|
during a CIC Termination Period, the occurrence of one or more of the following:
|
(i)
|
the Participant’s willful and continued failure to substantially perform his or her reasonably assigned duties with the Corporation or any of its Affiliates (other than any such failure resulting from incapacity due to physical or mental illness);
|
(ii)
|
the Participant’s breach of his or her fiduciary duty involving personal profit, the Participant’s commission of a felony or of a lesser crime involving fraud or moral turpitude, or the Participant’s material breach of any agreement with the Corporation or any of its Affiliates, which breach is materially injurious to the Corporation;
|
(iii)
|
the Participant’s willfully engaging in illegal conduct or gross misconduct that is materially injurious to the Corporation or an Affiliate;
|
(iv)
|
the Participant’s willfully impeding, endeavoring to influence, obstruct or impede, or failing to materially cooperate with an investigation authorized by the Board, a self-regulatory organization empowered with self-regulatory responsibilities under federal securities or state laws or any substantially equivalent foreign statute or regulation or a governmental department or agency;
|
(v)
|
the Participant’s disqualification or bar by any governmental or self-regulatory authority from carrying out the duties and responsibilities of the Participant’s position with the Corporation or any of its Affiliates or the Participant’s loss of any governmental or self-regulatory license that is reasonably necessary for the Participant to perform his or her responsibilities to the Corporation or any of its Affiliates; or
|
(vi)
|
the Participant’s engaging in any willful act (including, without limitation, an act of sexual misconduct or harassment as determined by the Corporation) which is a material violation of any material written Corporation or Affiliate policy in effect from time to time, including, but not limited to, the Corporation’s Code of Business Conduct and Ethics and the Code of Ethics for Senior Financial Officers, as such codes of conduct
|
2.7
|
“Change in Control” shall mean any of the following events:
|
(a)
|
the acquisition by any “Person” (as the term “person” is used for the purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of direct or indirect beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the combined voting power of the then-outstanding securities of the Corporation entitled to vote in the election of directors of the Corporation (the “Voting Securities”); or
|
(b)
|
individuals who, as of the date hereof, constitute the Board or other governing body or entity of the Corporation (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election, was approved by a vote of at least a majority of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Corporation in which such person is named as a nominee for director, without written objection to such nomination), shall be an Incumbent Director, unless such individual is initially elected or nominated as a director of the Corporation as a result of an actual or threatened election contest with respect to the election or removal of directors (“Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (“Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or
|
(c)
|
the consummation of a merger, consolidation, reorganization, statutory share exchange, or similar form of corporate transaction involving the Corporation or involving the issuance of shares by the Corporation, the sale or other disposition (including by way of a series of transactions or by way of merger, consolidation, stock sale, or similar transaction involving one or more subsidiaries) of all or substantially all of the Corporation’s assets or deposits, or the acquisition of assets or stock of another entity by the Corporation (each a “Business Combination”), unless such Business Combination is a “Non-Control Transaction.” A “Non-Control Transaction” is a Business Combination immediately following which the following conditions are met:
|
(i)
|
the stockholders of the Corporation immediately before such Business Combination own, directly or indirectly, more than 55% of the combined voting power of the then-outstanding voting securities entitled to vote in the election of directors (or similar officials in the case of a non-corporation) of the entity resulting from such Business Combination (including, without limitation, an entity that as a result of such Business Combination owns the Corporation or substantially all of the Corporation’s assets, stock,
|
(ii)
|
at least a majority of the members of the board of directors of the Surviving Corporation were Incumbent Directors at the time of the Board’s approval of the execution of the initial Business Combination agreement; and
|
(iii)
|
no person other than (A) the Corporation or any of its subsidiaries, (B) the Surviving Corporation or its ultimate parent corporation, or (C) any employee benefit plan (or related trust) sponsored or maintained by the Corporation immediately prior to such Business Combination beneficially owns, directly or indirectly, 20% or more of the combined voting power of the Surviving Corporation’s then-outstanding voting securities entitled to vote in the election of directors; or
|
(d)
|
approval by the stockholders of the Corporation of a complete liquidation or dissolution of the Corporation.
|
2.8
|
“CIC Severance Multiple” shall mean the multiple set forth in Annex B hereto.
|
2.9
|
“CIC Termination Period” shall mean:
|
(a)
|
the two-year period beginning on the date of a Change in Control and ending two years following such Change in Control; and
|
(b)
|
the six-month period prior to the date of a Change in Control, if during such six-month period:
|
(i)
|
the Participant’s employment is terminated by the Corporation or any of its Affiliates other than for Cause, and the Participant reasonably demonstrates that such termination was at the request of a third party that entered into definitive documentation contemplating a transaction or transactions that, if consummated, would effect a Change in Control, or
|
(ii)
|
the Participant terminates employment with the Corporation or any of its Affiliates for Good Reason, and the Participant reasonably demonstrates that the occurrence giving rise to the Good Reason termination was made at the request of a third party that entered into definitive documentation contemplating a transaction or transactions that, if consummated, would effect a Change in Control.
|
2.10
|
“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.
|
2.11
|
“Corporation” shall mean Regions Financial Corporation.
|
2.12
|
“Date of Termination” shall mean the effective date of a Participant’s Qualifying Termination.
|
2.13
|
“Disability” shall mean long-term disability under the terms of the Corporation’s long-term disability plan, as then in effect.
|
2.14
|
“Employee” shall mean any individual employed (other than on a temporary or seasonal basis and excluding, for the avoidance of doubt, any independent contractor) by the Corporation or an Affiliate; provided, however, an individual who is not classified in the entity’s books and records as a common law employee but who is recharacterized by the Internal Revenue Service, the Department of Labor, other governmental entity, or any court of the United States (collectively, “governmental agency”) as a common law employee will be considered an Employee for purposes of this Plan, but only for periods of time on and after the date the governmental agency issues a notice or ruling of such recharacterization.
|
2.15
|
“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.
|
2.16
|
“Good Reason” shall mean, without the Participant’s express written consent, the occurrence of one or more of the following during a CIC Termination Period:
|
(a)
|
an adverse change in the Participant’s responsibilities as in effect immediately before the Change in Control other than any change that is immaterial (for the avoidance of doubt, a change in the Participant’s title, lines of reporting, or internal job classification will not in and of itself, constitute Good Reason);
|
(b)
|
a material diminution in the budget over which the Participant retains authority as compared with the budget over which the Participant had control immediately before the Change in Control;
|
(c)
|
any (1) reduction in the Participant’s rate of annual base salary, or (2) material reduction in the Participant’s overall aggregate annual target compensation opportunity (including base salary, and annual and long-term target incentive compensation opportunities); or
|
(d)
|
the Corporation or any of its Affiliates requiring the Participant to be based at any location that is more than 50 miles from the Participant’s regular place of employment immediately before the Change in Control.
|
2.17
|
“Historic Annual Bonus” shall mean the average of the Participant’s Annual Bonuses earned and paid for each of the past three full calendar years (i.e., January 1- December 31) prior to the date of notification of termination; or, if the Participant has not been employed for three full calendar years or has not earned and been paid Annual Bonuses for each of the past three full calendar years prior to the date of notification of termination, the greater of (a) the Participant’s Target Bonus or (b) the average of the Participant’s Annual Bonuses earned and paid for each full calendar year (i.e., one or two full calendar years as applicable) prior to the date of notification of termination. For the avoidance of doubt, if the Participant has been paid a portion of or a pro-rated bonus for a calendar year, such bonus shall not be included when calculating the Historic Annual Bonus. Whether an amount constitutes a Historic Annual Bonus for purposes of the Plan shall be determined in the sole discretion of the Administrator.
|
2.18
|
“Participant” shall mean each Employee who is in an eligible class as set forth on Annexes A and B, as may be amended from time to time; provided, however, that for purposes of Section 3.1, “Participant” shall not include any Employee who serves as the Chief Executive Officer of the Corporation. A Participant shall cease to be a Participant in the Plan when he or she ceases to be in an eligible class as set forth on Annexes A and B or ceases to be an Employee; provided, however, if a Participant in the Plan is in an eligible class as set forth on Annexes A and B during a CIC Termination Period, such Participant shall remain a Participant throughout the entirety of such CIC Termination Period regardless of any amendment to an eligible class set forth on Annexes A and B.
|
2.19
|
“Qualifying Termination” shall mean a termination of the Participant’s employment with the Corporation or an Affiliate (a) by the Corporation or such Affiliate other than for Cause or (b) during a CIC Termination Period, by the Participant for Good Reason. For the avoidance of doubt, termination of the Participant’s employment on account of death or Disability, or by the Corporation or an Affiliate for Cause, by the Participant for any reason or no reason other than during a CIC Termination Period or by the Participant for other than for Good Reason during a CIC Termination Period, shall not be treated as a Qualifying Termination. Further, if a Participant is retirement-eligible (at least 65 years old or at least 55 years old and has at least 10 years of service with the Corporation or an Affiliate) and the Participant’s position is not being eliminated, his or her termination of employment shall not be treated as a Qualifying Termination unless the termination of employment is at the express request of the Corporation. Notwithstanding the foregoing, the death of the Participant after notice of termination for Good Reason or without Cause has been validly provided shall be deemed to be a Qualifying Termination.
|
2.20
|
“Section 409A” shall mean Section 409A of the Code and the Treasury Regulations issued thereunder, as amended from time to time.
|
2.21
|
“Target Bonus” shall mean the Participant’s Base Salary multiplied by the Participant’s target bonus percentage, both in effect on the date the Participant is notified of his or her termination.
|
2.22
|
“Years of Service” shall mean the total number of consecutive twelve-month periods of service of a Participant based upon the anniversary of the later of his or her date of hire or adjusted date of hire, if applicable. An adjusted date of hire shall be the Participant’s most recent date of hire with the Corporation or any of its Affiliates. A partial year shall not be counted as a Year of Service.
|
3.1
|
Non-Change in Control Qualifying Termination. If during a period of time which is not a CIC Termination Period under the Plan, the employment of the Participant is terminated due to a Qualifying Termination, then, subject to the Participant’s execution and non-revocation of a Severance and Release Agreement containing a release of claims against the Corporation and its Affiliates in a form customarily used by
|
(a)
|
a cash payment based on Base Salary determined as set forth in Annex A hereto; and
|
(b)
|
(1) a cash payment equal to the Participant’s Historic Annual Bonus, multiplied by a fraction, the numerator of which is the number of days the Participant was employed by the Corporation or an Affiliate during the year in which the Participant’s Date of Termination occurs, and the denominator of which is 365, and (2) if the Participant’s Date of Termination is before the payment date of the prior year’s Annual Bonus, a cash payment equal to the Participant’s Historic Annual Bonus in lieu of the prior year’s Annual Bonus.
|
3.2
|
Post-Change in Control Qualifying Termination. If during a CIC Termination Period, the employment of the Participant is terminated due to a Qualifying Termination, then, subject to the Participant’s execution and non-revocation of a Release (which, for the avoidance of doubt, shall not contain any restrictive covenants), within the time periods set forth in the Release, the Corporation shall provide to the Participant:
|
(a)
|
a cash payment equal to the result of multiplying (1) the sum of (A) the Participant’s Base Salary, plus (B) the greater of the Participant’s Historic Annual Bonus or the Participant’s Target Bonus, by (2) the Participant’s CIC Severance Multiple set forth in Annex B hereto;
|
(b)
|
(1) a cash payment equal to the result of multiplying (A) the greater of the Participant’s Historic Annual Bonus or the Participant’s Target Bonus by (B) a fraction, the numerator of which is the number of days the Participant was employed by the Corporation or an Affiliate during the year in which the Participant’s Date of Termination occurs, and the denominator of which is 365, and (2) if the Participant’s Date of Termination is before the payment date of the prior year’s Annual Bonus, a cash payment equal to the greater of the Participant’s Historic Annual Bonus or the Participant’s Target Bonus in lieu of the prior year’s Annual Bonus; and
|
(c)
|
a cash payment equal to the result of multiplying (1) the difference between the Participant’s monthly medical insurance cost immediately prior to the Qualifying Termination and the monthly cost for medical continuation coverage under COBRA (as in effect as of the Date of Termination) by (2) the number of months represented by the Participant’s CIC Severance Multiple set forth in Annex B hereto.
|
3.3
|
The cash payments specified in Section 3.1 and Section 3.2 shall be paid in a single lump-sum payment as soon as administratively practicable following the execution and non-revocation of the Release, within the time periods set forth in the Release, but in no event later than 70 days after the Participant’s Date of Termination (provided, however, if the 70-day period spans two calendar years, the payment otherwise payable to the Participant during such period shall be made in the later calendar year).
|
3.4
|
In the event the Release is not signed, or is revoked, within the time periods set forth in the Release, the Participant will forfeit all rights to the cash payments and benefits described in Sections 3.1 and 3.2.
|
3.5
|
Following the Participant’s termination of employment with the Corporation or any of its Affiliates for any reason, the Participant’s outstanding equity-based awards shall be treated in accordance with the applicable equity plan and award agreements.
|
3.6
|
Except as otherwise expressly provided pursuant to this Plan, this Plan shall be construed and administered in a manner which avoids duplication of compensation and benefits which may be provided under any other plan, program, policy, or other arrangement or individual contract or under any statute, rule, or regulation. In the event a Participant is covered by any other plan, program, policy, individually negotiated agreement, or other arrangement, in effect as of his or her Date of Termination, that may duplicate the payments and benefits provided for in this Article III, the Administrator is specifically empowered in its sole discretion to reduce or eliminate the duplicative benefits provided for under the Plan. For the avoidance of doubt, in the event a Participant is a party to an individual plan, agreement, or other arrangement on his or her Date of Termination that provides the Participant with severance benefits in the event of certain terminations of employment not in connection with a change in control, the Participant shall not be entitled to receive the cash payments under Section 3.1; and in the event a Participant is a party to an individual plan, agreement, or other arrangement on his or her Date of Termination that provides the Participant with severance benefits in the event of certain terminations of employment in connection with a change in control, the Participant shall not be entitled to receive the cash payments under Section 3.2.
|
4.1
|
The Corporation or an Affiliate is authorized to withhold from any payments made hereunder amounts of withholding and other taxes due or potentially payable in connection therewith, and to take such other action as the Corporation or an Affiliate may deem advisable to enable the Corporation, any of its Affiliates and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any payments made under this Plan.
|
5.1
|
Neither the establishment of the Plan, nor any modification thereof, nor the creation of any fund, trust or account, nor the payment of any benefits will be construed as giving any Participant, or any person whomsoever, the right to be retained in the service of the Corporation or any of its Affiliates, and all Participants will remain subject to discharge to the same extent as if the Plan had never been adopted.
|
6.1
|
All of the provisions of the Plan will be binding on the Corporation and any successor to the Corporation. The Corporation will require any successor or assign (whether direct or indirect, by purchase, exchange, lease, merger, consolidation, or otherwise) to all or substantially all of the property and assets of the Corporation to expressly assume the Plan and agree to perform under the Plan in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place. The benefits provided under this Plan shall inure to the benefit of and be enforceable by the Participant’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. If the Participant dies when any amounts would be payable to the Participant hereunder had the Participant continued to live, all such amounts shall be paid in accordance with the terms of this Plan to such person or persons appointed in writing by the Participant to receive such amounts, or if no person is so appointed, to the Participant’s estate.
|
7.1
|
For purposes of this Plan, all notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered or five days after deposit in the United States mail, certified and return receipt requested, postage prepaid, and addressed as follows:
|
7.2
|
A written notice of the Participant’s Date of Termination by the Corporation or the Participant, as the case may be, to the other, shall indicate the specific termination provision in this Plan relied upon. The failure by the Participant or the Corporation to set forth in such notice any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Participant or the Corporation hereunder or preclude the Participant or the Corporation from asserting such fact or circumstance in enforcing the Participant’s or the Corporation’s rights hereunder.
|
8.1
|
In no event shall the Participant be obligated to seek other employment or take other action by way of mitigation of the amounts payable to the Participant under any of the provisions of this Plan, and, except as provided in the Release, such amounts shall not be reduced whether or not the Participant obtains other employment.
|
8.2
|
Any dispute or controversy arising under or in connection with this Plan or its annexes or exhibits shall be settled exclusively by arbitration in Birmingham, Alabama by three arbitrators in accordance with the applicable arbitration rules of the American Arbitration Association (“AAA”) then in effect. One arbitrator shall be selected by the Corporation, the other by the Participant and the third jointly by these arbitrators (or if they are unable to agree within 30 days of the commencement of arbitration, the third arbitrator will be appointed by the AAA). Judgment may be entered on the arbitrators’ award in any court having jurisdiction. Notwithstanding anything in this Plan to the contrary, any arbitration panel that adjudicates any dispute, controversy, or claim arising between a Participant and the Corporation, or any of their delegates or successors, in respect of a Participant’s Qualifying Termination that occurs after a Change in Control, will apply a de novo standard of review to any determinations made by such person. Such de novo standard shall apply notwithstanding the grant of discretion hereunder to any such person or characterization of any such decision by such person as final, binding, or conclusive on any party.
|
8.3
|
If any contest or dispute shall arise under this Plan involving termination of a Participant’s employment with the Corporation or any of its Affiliates, or involving the failure or refusal of the Corporation to perform fully in accordance with the terms hereof, each party shall be responsible for its own legal fees and related expenses, if any, incurred in connection with such contest or dispute; provided, however, that,
|
9.1
|
Employment with the Corporation for purposes of this Plan shall include employment with any Affiliate.
|
10.1
|
The respective obligations and benefits afforded to the Corporation and the Participant as provided in Articles III (to the extent that payments or benefits are owed as a result of a termination of employment that occurs during the term of this Plan), IV, V, VI and VIII and Sections 15.3 and 15.4 shall survive the termination of this Plan.
|
11.1
|
Except to the extent preempted by ERISA or other applicable federal law, the Plan will be governed and construed in accordance with the laws of the State of Alabama without reference to conflict of laws provisions.
|
12.1
|
Except as provided below, prior to a Change in Control, the Plan may be amended or modified in any respect, and may be terminated, in any such case, by resolution adopted by a majority of the Board or the Administrator; provided that, in the event an amendment is determined by the Administrator to be, in the aggregate, material and adverse to a Participant, the Administrator shall provide six months’ advanced notice to such Participant in accordance with Article VII above, and such amendment shall not become effective until such six-month notice period has lapsed. For the period subsequent to the execution of an agreement providing for a transaction or transactions which, if consummated, would constitute a Change in Control and for the two-year period following the occurrence of a Change in Control, the Plan may not be amended or modified in any manner that would in any way adversely affect the benefits or protections provided hereunder to any individual who is a Participant under the Plan on the date the Change in Control occurs.
|
12.2
|
Any amendment adopted in accordance with Section 12.1 shall be specifically applicable to each Affiliate, without any action by such Affiliate.
|
13.1
|
The Plan shall be administered by the Administrator (or any successor committee). The Administrator (or any successor committee) shall have the authority (i) to exercise all of the powers granted to it under the Plan, (ii) to construe, interpret and implement the Plan, (iii) to prescribe, amend, and rescind the rules
|
14.1
|
This Plan is intended to be, and shall be interpreted as, an unfunded employee welfare plan under Section 3(1) of ERISA and Section 2520.104-24 of the Department of Labor Regulations, maintained primarily for the purpose of providing employee welfare benefits, to the extent that it provides welfare benefits, and under Sections 201, 301 and 401 of ERISA, as a plan that is unfunded and maintained primarily for the purpose of providing deferred compensation, to the extent that it provides such compensation, in each case for a select group of management or highly compensated employees (i.e., a “top hat” plan).
|
15.1
|
Nonassignability. Benefits under the Plan may not be assigned by the Participant.
|
15.2
|
Section 409A.
|
(a)
|
The payments or benefits set forth under this Plan are intended to be exempt from Section 409A as a “short-term deferral” (within the meaning of Section 409A).
|
(b)
|
Notwithstanding anything to the contrary in this Plan, to the extent a Participant would otherwise be entitled to any payment or benefit that under this Plan, or any plan or arrangement of the Corporation or its Affiliates, constitutes “deferred compensation” subject to Section 409A and that if paid or provided during the six months beginning on the date of termination of a Participant’s employment would be subject to the Section 409A additional tax because the Participant is a “specified employee” (within the meaning of Section 409A and as determined by the Corporation) the payment or benefit will be paid or provided (or will commence being paid or provided, as applicable) to the Participant on the earlier of the six-month anniversary of the Participant’s date of termination or the Participant’s death. In addition, any payment or benefit due upon a termination of the Participant’s employment that represents a “deferral of compensation” within the meaning of Section 409A shall be paid or provided to the Participant only upon a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h). Each payment made under this Plan shall be deemed to be a separate payment, and amounts payable under Article III of this Plan shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation Section 1.409A-1 through A-6.
|
(c)
|
Notwithstanding anything to the contrary in this Plan or elsewhere, any payment or benefit under this Plan or otherwise that is exempt from Section 409A pursuant to final Treasury Regulation Section 1.409A-1(b)(9)(v)(A) or (C) shall be paid or provided to the Participant only to the extent
|
15.3
|
Section 280G. The provisions of Appendix A shall apply to any payments or benefits payable to Participants under this Plan.
|
15.4
|
No Golden Parachute Payments; Application to the Appropriate Federal Banking Agency. If any payment or benefit under this Plan would otherwise be a golden parachute payment within the meaning of Section 18(k) of the Federal Deposit Insurance Act, the payment or benefit will not be made unless permitted under applicable law. The Corporation will use best efforts promptly to apply to the appropriate federal banking agency for a determination that any golden parachute payment is permissible. Any payment or benefit that is determined permissible will be paid in accordance with its terms or, if due before the date of determination, will be paid within 30 days of determination together with interest at the applicable federal rate (as defined in Section 1274(d) of the Code).
|
15.5
|
Effective Date. The Plan shall be effective as of January 1, 2020.
|
Management Level**
|
Base Salary Formula
|
Executive Leadership
(excluding the Chief Executive Officer)
|
18 months of Base Salary
|
Manager Heads
|
12 months of Base Salary
|
•
|
Executive Leadership includes exempt, professional associates who serve on the Management Policymaking Committee and/or the Executive Leadership Team (as may be appointed by the Chief Executive Officer from time to time), and any exempt, professional associate who serves as the head of the Audit group; provided, however, solely for purposes of this Annex A and Section 3.1, Non-Change in Control Qualifying Termination, Executive Leadership does not include the Chief Executive Officer of the Corporation.
|
•
|
Manager Heads include exempt, professional associates generally responsible for establishing long-term business strategy at the business unit or functional unit level, driving strategic initiatives that have a material impact on corporate results in the books and records of the Corporation.
|
Management Level**
|
CIC Severance Multiple
|
|
Section 3.2(a)
|
Section 3.2(c)
|
|
Chief Executive Officer
|
3
|
36 months
|
Executive Leadership
|
2
|
24 months
|
Manager Heads
|
1
|
12 months
|
•
|
Executive Leadership includes exempt, professional associates who serve on the Management Policymaking Committee and/or the Executive Leadership Team (as may be appointed by the Chief Executive Officer from time to time), and any exempt, professional associate who serves as the head of the Audit group.
|
•
|
Manager Heads include exempt, professional associates generally responsible for establishing long-term business strategy at the business unit or functional unit level, driving strategic initiatives that have a material impact on corporate results in the books and records of the Corporation.
|
•
|
in the event of the Participant’s death while actively employed, the Participant’s surviving Spouse will be eligible to receive an Enhanced Benefit based on service through the Participant’s date of death regardless of age or Years of Service.
|
•
|
in the event of a Change in Control resulting in the Participant’s termination of employment without Cause or for Good Reason within 2 years following the Change in Control, the Participant will be eligible to receive an Enhanced Benefit based on service through his or her date of termination regardless of age or Years of Service.
|
Option 1:
|
A joint and survivor annuity payable during the Participant’s life, and after his or her death payable to his or her spouse at 50%, 75% or 100% of the annuity paid during the life of, and to, the Participant;
|
Option 4:
|
A single life annuity with guaranteed monthly payments for 5, 10, 15 or 20 years. If a Participant dies before receiving all the guaranteed monthly payments, the remaining payments will be paid to the Participant’s beneficiary.
|
|
|
Table
1
|
Table
2
|
65
|
|
1.0000
|
1.0000
|
64
|
|
1.0000
|
1.0000
|
63
|
|
1.0000
|
1.0000
|
62
|
|
1.0000
|
1.0000
|
61
|
|
1.0000
|
0.9425
|
60
|
|
1.0000
|
0.885
|
59
|
|
0.9435
|
0.835
|
58
|
|
0.8870
|
0.785
|
57
|
|
0.8305
|
0.735
|
56
|
|
0.7740
|
0.685
|
55 and 6 months
|
6 months
|
0.7458
|
0.66
|
55 and 5 months
|
5 months
|
0.7401
|
0.655
|
55 and 4 months
|
4 months
|
0.7345
|
0.65
|
55 and 3 months
|
3 months
|
0.7299
|
0.646
|
55 and 2 months
|
2 months
|
0.7243
|
0.641
|
55 and 1 month
|
1 month
|
0.7186
|
0.636
|
55
|
|
0.7141
|
0.632
|
54
|
|
0.6519
|
0.5769
|
53
|
|
0.5956
|
0.5271
|
52
|
|
0.5447
|
0.4821
|
51
|
|
0.4986
|
0.4413
|
50
|
|
0.4567
|
0.4042
|
49
|
|
0.4188
|
0.3706
|
48
|
|
0.3842
|
0.34
|
47
|
|
0.3527
|
0.3121
|
46
|
|
0.3240
|
0.2867
|
45
|
|
0.2977
|
0.2635
|
44
|
|
0.2738
|
0.2423
|
43
|
|
0.2519
|
0.2229
|
42
|
|
0.2318
|
0.2051
|
41
|
|
0.2133
|
0.1888
|
40
|
|
0.1965
|
0.1739
|
39
|
|
0.1811
|
0.1603
|
38
|
|
0.1669
|
0.1477
|
37
|
|
0.1539
|
0.1362
|
36
|
|
0.1419
|
0.1256
|
35
|
|
0.1308
|
0.1158
|
34
|
|
0.1208
|
0.1069
|
33
|
|
0.1114
|
0.0986
|
32
|
|
0.1029
|
0.0911
|
31
|
|
0.0950
|
0.0841
|
30
|
|
0.0877
|
0.0776
|
29
|
|
0.0810
|
0.0717
|
28
|
|
0.0748
|
0.0662
|
27
|
|
0.0692
|
0.0612
|
26
|
|
0.0638
|
0.0565
|
25
|
|
0.0590
|
0.0522
|
24
|
|
0.0546
|
0.0483
|
23
|
|
0.0504
|
0.0446
|
22
|
|
0.0466
|
0.0412
|
21
|
|
0.0431
|
0.0381
|
|
|
|
|
1.
|
Who has access to the aircraft?
|
2.
|
For what purposes may the aircraft be used?
|
3.
|
In which circumstances are use of the aircraft to be paid for by the passenger?
|
4.
|
What are the tax and disclosure implications of aircraft use?
|
•
|
Examples of Business Travel include, but are not limited to, travel to attend meetings with
|
•
|
If questions arise over the characterization of a flight as Business Travel or Personal Travel, the Chief Executive Officer (“CEO”) of the Company or his or her designee shall determine the appropriate characterization, unless the passenger is the CEO, in which case the determination shall be made by the Compensation and Human Resources Committee of the Board of Directors of the Company, or the full Board of Directors of the Company.
|
•
|
Examples of Personal Travel include, but are not limited to, travel for vacation, travel to attend a family function (such as a funeral, birth, or other occasion), and travel to receive medical treatment (other than medical services required by the Company).
|
•
|
Personal Travel includes trips in which a business objective is achieved if that business objective is merely incidental to the overall personal purpose of the trip.
|
•
|
A trip may include both Personal Travel and Business Travel. For example, travel from Point A to Point C with a stop in Point B may be both Personal Travel and Business Travel if the trip from Point A to Point C is purely for business purposes, but the stop in Point B is for personal purposes. However, if a stop between Point A and Point C is necessary (such as for refueling) and Point B creates no additional expense to the Company over the least expensive location for a stop, then the stop at Point B shall be considered incidental to the business purpose of the trip, notwithstanding any personal benefit that the passenger may receive by stopping at Point B.
|
1.
|
Fuel, oil, lubricants, and other additives.
|
2.
|
Travel expenses of the crew, including food, lodging, and ground transportation.
|
3.
|
Hangar and tie-down costs away from the aircraft's base of operation.
|
4.
|
Insurance obtained for the specific flight.
|
5.
|
Landing fees, airport taxes, and similar assessments.
|
6.
|
Customs, foreign permit, and similar fees directly related to the flight.
|
7.
|
In-flight food and beverages.
|
8.
|
Passenger ground transportation.
|
9.
|
Flight planning and weather contract services.
|
10.
|
An additional charge of up to 100% of the cost of fuel, oil, lubricants, and other additives.
|
1.
|
The Chairman of the Board of Directors of Regions (the “Board”)
|
2.
|
The CEO
|
3.
|
Board Members to facilitate their efficient attendance at Board and Board Committee meetings.
|
4.
|
CEO Direct Reports.
|
5.
|
Executive Leadership Team members.
|
6.
|
Other members of senior management, as approved by the CEO or his or her designee.
|
7.
|
In appropriate circumstances, associates with a business-related purpose, all as approved by the CEO or his or her designee, provided however that the CEO or his or her designee shall, on a case by case basis, determine whether such individual may be in a higher priority category.
|
8.
|
In appropriate circumstances, contractors, consultants, customers, potential customers, and other individuals who have a business relationship with the Company, all as approved by the CEO or his or her designee, provided however that the CEO or his or her designee shall, on a case by case basis, determine whether such individual may be in a higher priority category.
|
•
|
If the travel is solely Business Travel, the Permitted Person should have no tax consequences if traveling alone or in the company of other Permitted Persons.
|
•
|
If the Business Travel includes one or more personal flights, the Company shall value the personal portion using the Standard Industry Fare Level (“SIFL”) rates as periodically published by the U.S. Department of Transportation and shall include such amount in the Permitted Person’s taxable income reported to the Internal Revenue Service (“IRS”) for the year of travel, to the extent that such amount exceeds the amount paid by the Permitted Person to the Company for the trip, if any.
|
•
|
If the Permitted Person is accompanied by a spouse or other guest, the spouse’s or guest’s travel shall be valued using the SIFL rates and shall be included in the Permitted Person’s taxable income for the year of travel, to the extent that such amount exceeds the amount paid by the Permitted Person to the Company for the trip, if any.
|
•
|
If the travel is solely Business Travel, there shall not be any amount reportable.
|
•
|
If the travel includes one or more personal flights, the Company shall report the Incremental Cost of the Personal Travel as a perquisite in its annual proxy filings.
|
•
|
If the Permitted Person is accompanied by a spouse or other guest, any non-de minimis Incremental Cost of the spouse’s or guest’s travel shall be treated as a perquisite in the Company’s annual proxy filings.
|
•
|
The amount reported shall not include any amount paid by the Permitted Person to the Company for the trip, if any.
|
•
|
Allowing the spouse or other guest of the Permitted Person to travel with the Permitted Person, where the Permitted Person is engaged in Business Travel. Except in unusual circumstances, a spouse or guest will be permitted only when the spouse or guest does not preclude Business Travel of other Permitted Persons on the same trip.
|
•
|
Appending Personal Travel to Business Travel in appropriate circumstances.
|
•
|
Combining Personal Travel and Business Travel where the Business Travel would be allowed if the purpose of the Personal Travel did not exist.
|
•
|
The Company requests that the Permitted Person use Corporate Aircraft for security reasons or other reasons that have a business value to the Company.
|
•
|
In the case of a medical or family emergency.
|
•
|
If the travel is solely Personal Travel, the Company shall value the Personal Travel using SIFL rates and shall include such amount in the Permitted Person’s taxable income reported to the IRS for the year of travel, to the extent that such amount exceeds the amount paid by the Permitted Person to the Company for the trip, if any. In valuing the Personal Travel, any legs of travel that qualify as Business Travel will be disregarded.
|
•
|
If the Permitted Person is accompanied by a spouse or other guest, the spouse’s or guest’s travel shall be valued using the SIFL rates and shall be included in the Permitted Person’s taxable income reported to the IRS for the year of travel, to the extent that such amount exceeds the amount paid by the Permitted Person to the Company for the trip, if any.
|
•
|
The Company shall report the Incremental Cost of the Personal Travel as a perquisite in its annual proxy filings.
|
•
|
If the Permitted Person is accompanied by a spouse or other guest, the non-de minimis Incremental Cost of the spouse’s or guest’s travel shall be treated as a perquisite to the NEO in the Company’s annual proxy filings.
|
•
|
The amount reported shall not include any amount paid by the Permitted Person to the Company for the trip, if any.
|
•
|
Flights should be scheduled, where possible, to make the most efficient and cost effective use of Corporate Aircraft, taking into account other Permitted Persons who may use the aircraft for Business Travel.
|
•
|
Short flight segments of less than 115 land miles will not be permitted unless such segment is a business-related stop on a longer trip that constitutes Business Travel.
|
•
|
Permitted Persons should be considerate of the wait time of pilots and flight crew in scheduling their flights, particularly regarding overnight stays. Generally, overnight stays are to be avoided, and the Company may seek reimbursement of the costs of overnight stays even in the event of Business Travel if the CEO deems that an overnight stay could reasonably have been avoided.
|
1.
|
2050 Holdings, LLC (2)
|
2.
|
A-F Leasing, Ltd. (2)
|
3.
|
BlackArch Partners LLC (7)
|
4.
|
BlackArch Securities LLC (7)
|
5.
|
First Sterling Associates No. 8 LLC (8)
|
6.
|
First Sterling Associates No. 9 LLC (4)
|
7.
|
First Sterling Associates No. 10 LLC (4)
|
8.
|
First Sterling Associates No. 11 LLC (4)
|
9.
|
First Sterling Associates No. 12 LLC (8)
|
10.
|
First Sterling Associates No. 14 LLC (8)
|
11.
|
First Sterling Associates No. 15 LLC (8)
|
12.
|
First Sterling Associates No. 16 LLC (8)
|
13.
|
First Sterling Associates No. 17 LLC (8)
|
14.
|
First Sterling Associates No. 18 LLC (8)
|
15.
|
First Sterling Associates No. 19 LLC (8)
|
16.
|
First Sterling Associates No. 52 LLC (8)
|
17.
|
First Sterling Associates No. 53 LLC (8)
|
18.
|
First Sterling Associates No. 54 LLC (8)
|
19.
|
First Sterling Associates No. 55 LLC (8)
|
20.
|
First Sterling Partners LLC (8)
|
21.
|
First Sterling Partners No. 4 LLC (8)
|
22.
|
First Sterling Partners No. 5 LLC (8)
|
23.
|
First Sterling Partners No. 6 LLC (8)
|
24.
|
First Sterling Partners No. 7 LLC (4)
|
25.
|
FMLS, Inc. (6)
|
26.
|
FS Monroe LLC (8)
|
27.
|
Highland Associates, Inc. (2)
|
28.
|
LMIW Acquisition Management, LLC (5)
|
29.
|
LMIW I, LLC (5)
|
30.
|
LMIW IV, LLC (5)
|
31.
|
LMIW VII, LLC (2)
|
32.
|
LMIW IX, LLC (4)
|
33.
|
Monroe Court Associates LLC (8)
|
34.
|
Orion Summit Services LLC (8)
|
35.
|
RAH Associates No. 67 LLC (10)
|
36.
|
RB Affordable Housing, Inc. (2)
|
37.
|
RB SLP General Partner, LLC (2)
|
38.
|
Regions Affordable Housing LLC (4)
|
39.
|
Regions Bank (1)
|
40.
|
Regions Business Capital Corporation (4)
|
41.
|
Regions Capital Advantage, Inc. (6)
|
42.
|
Regions Commercial Equipment Finance, LLC (2)
|
43.
|
Regions Equipment Finance Corporation (2)
|
44.
|
Regions Equipment Finance, Ltd. (2)
|
45.
|
Regions Investment Management, Inc. (6)
|
46.
|
Regions Investment Services, Inc. (2)
|
47.
|
Regions Securities LLC (4)
|
48.
|
RFC Financial Services Holding LLC (4)
|
49.
|
Sterling Affordable Housing LLC (4)
|
50.
|
Sterling Corporate Services LLC (8)
|
/s/ Carolyn H. Byrd
Carolyn H. Byrd
|
/s/ Ruth Ann Marshall
Ruth Ann Marshall
|
/s/ Don DeFosset
Don DeFosset
|
/s/ Charles D. McCrary
Charles D. McCrary
|
/s/ Samuel A. Di Piazza, Jr.
Samuel A. Di Piazza, Jr.
|
/s/ James T. Prokopanko
James T. Prokopanko
|
/s/ Eric C. Fast
Eric C. Fast
|
/s/ Lee J. Styslinger III
Lee J. Styslinger III
|
/s/ Zhanna Golodryga
Zhanna Golodryga
|
/s/ José S. Suquet
José S. Suquet
|
/s/ John D. Johns
John D. Johns
|
/s/ Timothy Vines
Timothy Vines
|
1.
|
I have reviewed this Annual Report on Form 10-K of Regions Financial Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/S/ JOHN M. TURNER, JR.
|
John M. Turner, Jr.
President and Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of Regions Financial Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/S/ DAVID J. TURNER, JR.
|
David J. Turner, Jr.
Senior Executive Vice President and
Chief Financial Officer
|
1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/S/ JOHN M. TURNER, JR.
|
|
/S/ DAVID J. TURNER, JR.
|
John M. Turner, Jr.
President and Chief Executive Officer
|
|
David J. Turner, Jr.
Chief Financial Officer
|