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Form
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10-Q
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☒
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Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the quarterly period ended
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June 30, 2020
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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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For the transition period from
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to
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Regions Financial Corporation
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(Exact name of registrant as specified in its charter)
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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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1900 Fifth Avenue North
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Birmingham
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Alabama
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35203
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(Address of principal executive offices)
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(Zip Code)
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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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Forward-Looking Statements
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Part I. Financial Information
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Item 1.
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Financial Statements (Unaudited)
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Item 2.
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Item 3.
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Item 4.
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Part II. Other Information
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Item 1.
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Item 1A.
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Risk Factors
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Item 2.
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Item 6.
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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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The impact of pandemics, including the ongoing COVID-19 pandemic, on our businesses and financial results and conditions.The duration and severity of the ongoing COVID-19 pandemic, which has disrupted the global economy, has and could continue to adversely affect our capital and liquidity position, impair the ability of borrowers to repay outstanding loans and increase our allowance for credit losses, impair collateral values, and result in lost revenue or additional expenses. The pandemic could also cause an outflow of deposits, result in goodwill impairment charges and the impairment of other financial and nonfinancial assets, and increase our cost of capital.
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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 shareholders.
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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 capital actions, including dividend payments, common stock repurchases, or redemptions of preferred stock or other regulatory capital instruments, must not cause us to fall below minimum capital ratio requirements, with applicable buffers taken into account, and must comply with other requirements under law or imposed by our regulators, which may impact our ability to return capital to shareholders.
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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 and market perceptions of us 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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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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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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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
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•
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Our ability to achieve our expense management initiatives.
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•
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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, among other negative impacts, 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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June 30, 2020
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December 31, 2019
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(In millions, except share data)
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Assets
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Cash and due from banks
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$
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1,619
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$
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1,598
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Interest-bearing deposits in other banks
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11,579
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2,516
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Debt securities held to maturity (estimated fair value of $1,356 and $1,372, respectively)
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1,255
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1,332
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Debt securities available for sale (amortized cost of $22,783 and $22,332, respectively)
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23,898
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22,606
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Loans held for sale (includes $969 and $439 measured at fair value, respectively)
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1,152
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637
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Loans, net of unearned income
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90,548
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82,963
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Allowance for loan losses
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(2,276
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)
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(869
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)
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Net loans
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88,272
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82,094
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Other earning assets
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1,238
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1,518
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Premises and equipment, net
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1,929
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1,960
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Interest receivable
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343
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362
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Goodwill
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5,193
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4,845
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Residential mortgage servicing rights at fair value
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249
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345
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Other identifiable intangible assets, net
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137
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105
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Other assets
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7,206
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6,322
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Total assets
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$
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144,070
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$
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126,240
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Liabilities and Equity
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Deposits:
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Non-interest-bearing
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$
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47,964
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$
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34,113
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Interest-bearing
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68,815
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|
63,362
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Total deposits
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116,779
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|
97,475
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Borrowed funds:
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Short-term borrowings
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—
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2,050
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Long-term borrowings
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6,408
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|
7,879
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Total borrowed funds
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6,408
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9,929
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Other liabilities
|
3,255
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|
2,541
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Total liabilities
|
126,442
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|
|
109,945
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Equity:
|
|
|
|
||||
Preferred stock, authorized 10 million shares, par value $1.00 per share
|
|
|
|
||||
Non-cumulative perpetual, including related surplus, net of issuance costs; issued—1,850,000 and 1,500,000 shares, respectively
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1,656
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|
|
1,310
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Common stock, authorized 3 billion shares, par value $.01 per share:
|
|
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|
||||
Issued including treasury stock— 1,001,112,100 and 998,278,188 shares, respectively
|
10
|
|
|
10
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|
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Additional paid-in capital
|
12,703
|
|
|
12,685
|
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Retained earnings
|
2,978
|
|
|
3,751
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Treasury stock, at cost—41,032,676 shares
|
(1,371
|
)
|
|
(1,371
|
)
|
||
Accumulated other comprehensive income (loss), net
|
1,626
|
|
|
(90
|
)
|
||
Total shareholders’ equity
|
17,602
|
|
|
16,295
|
|
||
Noncontrolling interest
|
26
|
|
|
—
|
|
||
Total equity
|
17,628
|
|
|
16,295
|
|
||
Total liabilities and equity
|
$
|
144,070
|
|
|
$
|
126,240
|
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
2020
|
|
2019
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|
2020
|
|
2019
|
||||||||
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(In millions, except per share data)
|
||||||||||||||
Interest income on:
|
|
|
|
|
|
|
|
||||||||
Loans, including fees
|
$
|
898
|
|
|
$
|
992
|
|
|
$
|
1,801
|
|
|
$
|
1,973
|
|
Debt securities
|
148
|
|
|
163
|
|
|
306
|
|
|
328
|
|
||||
Loans held for sale
|
6
|
|
|
4
|
|
|
11
|
|
|
7
|
|
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Other earning assets
|
11
|
|
|
18
|
|
|
24
|
|
|
40
|
|
||||
Total interest income
|
1,063
|
|
|
1,177
|
|
|
2,142
|
|
|
2,348
|
|
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Interest expense on:
|
|
|
|
|
|
|
|
||||||||
Deposits
|
40
|
|
|
125
|
|
|
124
|
|
|
233
|
|
||||
Short-term borrowings
|
2
|
|
|
14
|
|
|
10
|
|
|
27
|
|
||||
Long-term borrowings
|
49
|
|
|
96
|
|
|
108
|
|
|
198
|
|
||||
Total interest expense
|
91
|
|
|
235
|
|
|
242
|
|
|
458
|
|
||||
Net interest income
|
972
|
|
|
942
|
|
|
1,900
|
|
|
1,890
|
|
||||
Provision for credit losses (1)
|
882
|
|
|
92
|
|
|
1,255
|
|
|
183
|
|
||||
Net interest income after provision for credit losses (1)
|
90
|
|
|
850
|
|
|
645
|
|
|
1,707
|
|
||||
Non-interest income:
|
|
|
|
|
|
|
|
||||||||
Service charges on deposit accounts
|
131
|
|
|
181
|
|
|
309
|
|
|
356
|
|
||||
Card and ATM fees
|
101
|
|
|
120
|
|
|
206
|
|
|
229
|
|
||||
Investment management and trust fee income
|
62
|
|
|
59
|
|
|
124
|
|
|
116
|
|
||||
Capital markets income
|
95
|
|
|
39
|
|
|
104
|
|
|
81
|
|
||||
Mortgage income
|
82
|
|
|
31
|
|
|
150
|
|
|
58
|
|
||||
Securities gains (losses), net
|
1
|
|
|
(19
|
)
|
|
1
|
|
|
(26
|
)
|
||||
Other
|
101
|
|
|
83
|
|
|
164
|
|
|
182
|
|
||||
Total non-interest income
|
573
|
|
|
494
|
|
|
1,058
|
|
|
996
|
|
||||
Non-interest expense:
|
|
|
|
|
|
|
|
||||||||
Salaries and employee benefits
|
527
|
|
|
469
|
|
|
994
|
|
|
947
|
|
||||
Net occupancy expense
|
76
|
|
|
80
|
|
|
155
|
|
|
162
|
|
||||
Furniture and equipment expense
|
86
|
|
|
84
|
|
|
169
|
|
|
160
|
|
||||
Other
|
235
|
|
|
228
|
|
|
442
|
|
|
452
|
|
||||
Total non-interest expense
|
924
|
|
|
861
|
|
|
1,760
|
|
|
1,721
|
|
||||
Income (loss) before income taxes
|
(261
|
)
|
|
483
|
|
|
(57
|
)
|
|
982
|
|
||||
Income tax expense (benefit)
|
(47
|
)
|
|
93
|
|
|
(5
|
)
|
|
198
|
|
||||
Net income (loss)
|
$
|
(214
|
)
|
|
$
|
390
|
|
|
$
|
(52
|
)
|
|
$
|
784
|
|
Net income (loss) available to common shareholders
|
$
|
(237
|
)
|
|
$
|
374
|
|
|
$
|
(98
|
)
|
|
$
|
752
|
|
Weighted-average number of shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
960
|
|
|
1,010
|
|
|
958
|
|
|
1,015
|
|
||||
Diluted
|
960
|
|
|
1,012
|
|
|
958
|
|
|
1,020
|
|
||||
Earnings (loss) per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.25
|
)
|
|
$
|
0.37
|
|
|
$
|
(0.10
|
)
|
|
$
|
0.74
|
|
Diluted
|
$
|
(0.25
|
)
|
|
$
|
0.37
|
|
|
$
|
(0.10
|
)
|
|
$
|
0.74
|
|
|
Three Months Ended June 30
|
||||||
|
2020
|
|
2019
|
||||
|
(In millions)
|
||||||
Net income (loss)
|
$
|
(214
|
)
|
|
$
|
390
|
|
Other comprehensive income, net of tax:
|
|
|
|
||||
Unrealized losses on securities transferred to held to maturity:
|
|
|
|
||||
Unrealized losses on securities transferred to held to maturity during the period (net of zero and zero tax effect, respectively)
|
—
|
|
|
—
|
|
||
Less: reclassification adjustments for amortization of unrealized losses on securities transferred to held to maturity (net of zero and zero tax effect, respectively)
|
(1
|
)
|
|
(2
|
)
|
||
Net change in unrealized losses on securities transferred to held to maturity, net of tax
|
1
|
|
|
2
|
|
||
Unrealized gains (losses) on securities available for sale:
|
|
|
|
||||
Unrealized holding gains (losses) arising during the period (net of $61 and $88 tax effect, respectively)
|
185
|
|
|
244
|
|
||
Less: reclassification adjustments for securities gains (losses) realized in net income (loss) (net of zero and ($3) tax effect, respectively)
|
1
|
|
|
(16
|
)
|
||
Net change in unrealized gains (losses) on securities available for sale, net of tax
|
184
|
|
|
260
|
|
||
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
|
|
|
|
||||
Unrealized holding gains (losses) on derivatives arising during the period (net of $52 and $102 tax effect, respectively)
|
153
|
|
|
302
|
|
||
Less: reclassification adjustments for gains (losses) on derivative instruments realized in net income (loss) (net of $15 and ($2) tax effect, respectively)
|
45
|
|
|
(6
|
)
|
||
Net change in unrealized gains (losses) on derivative instruments, net of tax
|
108
|
|
|
308
|
|
||
Defined benefit pension plans and other post employment benefits:
|
|
|
|
||||
Net actuarial gains (losses) arising during the period (net of zero and zero tax effect, respectively)
|
—
|
|
|
—
|
|
||
Less: reclassification adjustments for amortization of actuarial loss and settlements realized in net income (loss) (net of ($3) and ($3) tax effect, respectively)
|
(9
|
)
|
|
(7
|
)
|
||
Net change from defined benefit pension plans and other post employment benefits, net of tax
|
9
|
|
|
7
|
|
||
Other comprehensive income, net of tax
|
302
|
|
|
577
|
|
||
Comprehensive income
|
$
|
88
|
|
|
$
|
967
|
|
|
|
|
|
||||
|
Six Months Ended June 30
|
||||||
|
2020
|
|
2019
|
||||
|
(In millions)
|
||||||
Net income (loss)
|
$
|
(52
|
)
|
|
$
|
784
|
|
Other comprehensive income, net of tax:
|
|
|
|
||||
Unrealized losses on securities transferred to held to maturity:
|
|
|
|
||||
Unrealized losses on securities transferred to held to maturity during the period (net of zero and zero tax effect, respectively)
|
—
|
|
|
—
|
|
||
Less: reclassification adjustments for amortization of unrealized losses on securities transferred to held to maturity (net of zero and zero tax effect, respectively)
|
(2
|
)
|
|
(3
|
)
|
||
Net change in unrealized losses on securities transferred to held to maturity, net of tax
|
2
|
|
|
3
|
|
||
Unrealized gains (losses) on securities available for sale:
|
|
|
|
||||
Unrealized holding gains (losses) arising during the period (net of $212 and $165 tax effect, respectively)
|
631
|
|
|
484
|
|
||
Less: reclassification adjustments for securities gains (losses) realized in net income (loss) (net of zero and ($5) tax effect, respectively)
|
1
|
|
|
(21
|
)
|
||
Net change in unrealized gains (losses) on securities available for sale, net of tax
|
630
|
|
|
505
|
|
||
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
|
|
|
|
||||
Unrealized holding gains (losses) on derivatives arising during the period (net of $377 and $138 tax effect, respectively)
|
1,119
|
|
|
409
|
|
||
Less: reclassification adjustments for gains (losses) on derivative instruments realized in net income (loss) (net of $17 and ($4) tax effect, respectively)
|
52
|
|
|
(12
|
)
|
||
Net change in unrealized gains (losses) on derivative instruments, net of tax
|
1,067
|
|
|
421
|
|
||
Defined benefit pension plans and other post employment benefits:
|
|
|
|
||||
Net actuarial gains (losses) arising during the period (net of zero and zero tax effect, respectively)
|
—
|
|
|
—
|
|
||
Less: reclassification adjustments for amortization of actuarial loss and settlements realized in net income (loss) (net of ($6) and ($5) tax effect, respectively)
|
(17
|
)
|
|
(14
|
)
|
||
Net change from defined benefit pension plans and other post employment benefits, net of tax
|
17
|
|
|
14
|
|
||
Other comprehensive income, net of tax
|
1,716
|
|
|
943
|
|
||
Comprehensive income
|
$
|
1,664
|
|
|
$
|
1,727
|
|
|
Shareholders' Equity
|
|
|
|||||||||||||||||||||||||||||||||||
|
Preferred Stock
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Treasury
Stock,
At Cost
|
|
Accumulated
Other
Comprehensive
Income (Loss), Net
|
|
Total
|
|
Non-
controlling
Interest
|
|||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|
|||||||||||||||||||||||||
|
(In millions, except per share data)
|
|||||||||||||||||||||||||||||||||||||
BALANCE AT JANUARY 1, 2019
|
1
|
|
|
$
|
820
|
|
|
1,025
|
|
|
$
|
11
|
|
|
$
|
13,766
|
|
|
$
|
2,828
|
|
|
$
|
(1,371
|
)
|
|
$
|
(964
|
)
|
|
$
|
15,090
|
|
|
$
|
—
|
|
|
Cumulative effect from change in accounting guidance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
394
|
|
|
—
|
|
|
—
|
|
|
394
|
|
|
—
|
|
|||||||||
Other comprehensive income (loss), net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
366
|
|
|
366
|
|
|
—
|
|
|||||||||
Cash dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(142
|
)
|
|
—
|
|
|
—
|
|
|
(142
|
)
|
|
—
|
|
|||||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|||||||||
Common stock transactions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Impact of share repurchases
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
(190
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(190
|
)
|
|
—
|
|
|||||||||
Impact of stock transactions under compensation plans, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|||||||||
BALANCE AT MARCH 31, 2019
|
1
|
|
|
$
|
820
|
|
|
1,013
|
|
|
$
|
11
|
|
|
$
|
13,584
|
|
|
$
|
3,066
|
|
|
$
|
(1,371
|
)
|
|
$
|
(598
|
)
|
|
$
|
15,512
|
|
|
$
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
BALANCE AT APRIL 1, 2019
|
1
|
|
|
$
|
820
|
|
|
1,013
|
|
|
$
|
11
|
|
|
$
|
13,584
|
|
|
$
|
3,066
|
|
|
$
|
(1,371
|
)
|
|
$
|
(598
|
)
|
|
$
|
15,512
|
|
|
$
|
11
|
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
390
|
|
|
—
|
|
|
—
|
|
|
390
|
|
|
—
|
|
|||||||||
Other comprehensive income (loss), net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
577
|
|
|
577
|
|
|
—
|
|
|||||||||
Cash dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(141
|
)
|
|
—
|
|
|
—
|
|
|
(141
|
)
|
|
—
|
|
|||||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|||||||||
Net proceeds from issuance of 500 thousand shares of Series C, fixed to floating rate, non-cumulative perpetual preferred stock, including related surplus
|
1
|
|
|
490
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
490
|
|
1
|
|
—
|
|
||||||||
Common stock transactions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Impact of share repurchases
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
|
|
(190
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(190
|
)
|
|
—
|
|
||||||||||
Impact of stock transactions under compensation plans, net and other
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|||||||||
BALANCE AT JUNE 30, 2019
|
2
|
|
|
$
|
1,310
|
|
|
1,004
|
|
|
$
|
11
|
|
|
$
|
13,380
|
|
|
$
|
3,299
|
|
|
$
|
(1,371
|
)
|
|
$
|
(21
|
)
|
|
$
|
16,608
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
BALANCE AT JANUARY 1, 2020
|
2
|
|
|
$
|
1,310
|
|
|
957
|
|
|
$
|
10
|
|
|
$
|
12,685
|
|
|
$
|
3,751
|
|
|
$
|
(1,371
|
)
|
|
$
|
(90
|
)
|
|
$
|
16,295
|
|
|
$
|
—
|
|
|
Cumulative effect from change in accounting guidance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(377
|
)
|
|
—
|
|
|
—
|
|
|
(377
|
)
|
|
—
|
|
|||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
162
|
|
|
—
|
|
|
—
|
|
|
162
|
|
|
—
|
|
|||||||||
Other comprehensive income (loss), net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,414
|
|
|
1,414
|
|
|
—
|
|
|||||||||
Cash dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(149
|
)
|
|
—
|
|
|
—
|
|
|
(149
|
)
|
|
—
|
|
|||||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|||||||||
Impact of common stock transactions under compensation plans, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|||||||||
BALANCE AT MARCH 31, 2020
|
2
|
|
|
$
|
1,310
|
|
|
957
|
|
|
$
|
10
|
|
|
$
|
12,695
|
|
|
$
|
3,364
|
|
|
$
|
(1,371
|
)
|
|
$
|
1,324
|
|
|
$
|
17,332
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
BALANCE AT APRIL 1, 2020
|
2
|
|
|
$
|
1,310
|
|
|
957
|
|
|
$
|
10
|
|
|
$
|
12,695
|
|
|
$
|
3,364
|
|
|
$
|
(1,371
|
)
|
|
$
|
1,324
|
|
|
$
|
17,332
|
|
|
$
|
—
|
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(214
|
)
|
|
—
|
|
|
—
|
|
|
(214
|
)
|
|
—
|
|
|||||||||
Other comprehensive income (loss), net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
302
|
|
|
302
|
|
|
—
|
|
|||||||||
Cash dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(149
|
)
|
|
—
|
|
|
—
|
|
|
(149
|
)
|
|
—
|
|
|||||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|||||||||
Net proceeds from issuance of 350 thousand shares of Series D preferred stock, including related surplus
|
—
|
|
|
346
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
346
|
|
|
—
|
|
|||||||||
Impact of common stock transactions under compensation plans, net
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|||||||||
BALANCE AT JUNE 30, 2020
|
2
|
|
|
$
|
1,656
|
|
|
960
|
|
|
$
|
10
|
|
|
$
|
12,703
|
|
|
$
|
2,978
|
|
|
$
|
(1,371
|
)
|
|
$
|
1,626
|
|
|
$
|
17,602
|
|
|
$
|
26
|
|
|
Six Months Ended June 30
|
||||||
|
2020
|
|
2019
|
||||
|
(In millions)
|
||||||
Operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
(52
|
)
|
|
$
|
784
|
|
Adjustments to reconcile net income (loss) to net cash from operating activities:
|
|
|
|
||||
Provision for credit losses (1)
|
1,255
|
|
|
183
|
|
||
Depreciation, amortization and accretion, net
|
228
|
|
|
212
|
|
||
Securities (gains) losses, net
|
(1
|
)
|
|
26
|
|
||
Deferred income tax (benefit) expense
|
(242
|
)
|
|
18
|
|
||
Originations and purchases of loans held for sale
|
(2,918
|
)
|
|
(1,580
|
)
|
||
Proceeds from sales of loans held for sale
|
2,517
|
|
|
1,420
|
|
||
(Gain) loss on sale of loans, net
|
(97
|
)
|
|
(55
|
)
|
||
(Gain) loss on early extinguishment of debt
|
6
|
|
|
—
|
|
||
Net change in operating assets and liabilities:
|
|
|
|
||||
Other earning assets
|
305
|
|
|
50
|
|
||
Interest receivable and other assets
|
55
|
|
|
(234
|
)
|
||
Other liabilities
|
489
|
|
|
381
|
|
||
Other
|
99
|
|
|
116
|
|
||
Net cash from operating activities
|
1,644
|
|
|
1,321
|
|
||
Investing activities:
|
|
|
|
||||
Proceeds from maturities of debt securities held to maturity
|
76
|
|
|
65
|
|
||
Proceeds from sales of debt securities available for sale
|
102
|
|
|
4,121
|
|
||
Proceeds from maturities of debt securities available for sale
|
1,909
|
|
|
1,682
|
|
||
Purchases of debt securities available for sale
|
(2,352
|
)
|
|
(5,167
|
)
|
||
Net proceeds from (payments for) bank-owned life insurance
|
(4
|
)
|
|
(4
|
)
|
||
Proceeds from sales of loans
|
141
|
|
|
327
|
|
||
Purchases of loans
|
(856
|
)
|
|
(526
|
)
|
||
Purchases of mortgage servicing rights
|
(16
|
)
|
|
(10
|
)
|
||
Net change in loans
|
(4,941
|
)
|
|
(398
|
)
|
||
Net purchases of other assets
|
(88
|
)
|
|
(55
|
)
|
||
Payment for acquisition of a business, net of cash received
|
(387
|
)
|
|
—
|
|
||
Net cash from investing activities
|
(6,416
|
)
|
|
35
|
|
||
Financing activities:
|
|
|
|
||||
Net change in deposits
|
19,304
|
|
|
480
|
|
||
Net change in short-term borrowings
|
(2,050
|
)
|
|
2,650
|
|
||
Proceeds from long-term borrowings
|
4,698
|
|
|
20,774
|
|
||
Payments on long-term borrowings
|
(8,088
|
)
|
|
(24,074
|
)
|
||
Net proceeds from issuance of preferred stock
|
346
|
|
|
490
|
|
||
Cash dividends on common stock
|
(298
|
)
|
|
(286
|
)
|
||
Cash dividends on preferred stock
|
(46
|
)
|
|
(32
|
)
|
||
Repurchases of common stock
|
—
|
|
|
(380
|
)
|
||
Taxes paid related to net share settlement of equity awards
|
(7
|
)
|
|
(27
|
)
|
||
Other
|
(3
|
)
|
|
(1
|
)
|
||
Net cash from financing activities
|
13,856
|
|
|
(406
|
)
|
||
Net change in cash and cash equivalents
|
9,084
|
|
|
950
|
|
||
Cash and cash equivalents at beginning of year
|
4,114
|
|
|
3,538
|
|
||
Cash and cash equivalents at end of period
|
$
|
13,198
|
|
|
$
|
4,488
|
|
|
June 30, 2020
|
||||||||||||||||||||||||||
|
|
|
Recognized in OCI (1)
|
|
|
|
Not Recognized in OCI
|
|
|
||||||||||||||||||
|
Amortized
Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Carrying Value
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Debt securities held to maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Residential agency
|
$
|
664
|
|
|
$
|
—
|
|
|
$
|
(24
|
)
|
|
$
|
640
|
|
|
$
|
43
|
|
|
$
|
—
|
|
|
$
|
683
|
|
Commercial agency
|
617
|
|
|
—
|
|
|
(2
|
)
|
|
615
|
|
|
58
|
|
|
—
|
|
|
673
|
|
|||||||
|
$
|
1,281
|
|
|
$
|
—
|
|
|
$
|
(26
|
)
|
|
$
|
1,255
|
|
|
$
|
101
|
|
|
$
|
—
|
|
|
$
|
1,356
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Debt securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
U.S. Treasury securities
|
$
|
174
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
181
|
|
|
|
|
|
|
$
|
181
|
|
||||
Federal agency securities
|
39
|
|
|
3
|
|
|
—
|
|
|
42
|
|
|
|
|
|
|
42
|
|
|||||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Residential agency
|
15,804
|
|
|
670
|
|
|
(1
|
)
|
|
16,473
|
|
|
|
|
|
|
16,473
|
|
|||||||||
Residential non-agency
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
|
|
|
|
1
|
|
|||||||||
Commercial agency
|
4,869
|
|
|
345
|
|
|
—
|
|
|
5,214
|
|
|
|
|
|
|
5,214
|
|
|||||||||
Commercial non-agency
|
605
|
|
|
11
|
|
|
—
|
|
|
616
|
|
|
|
|
|
|
616
|
|
|||||||||
Corporate and other debt securities
|
1,291
|
|
|
82
|
|
|
(2
|
)
|
|
1,371
|
|
|
|
|
|
|
1,371
|
|
|||||||||
|
$
|
22,783
|
|
|
$
|
1,118
|
|
|
$
|
(3
|
)
|
|
$
|
23,898
|
|
|
|
|
|
|
$
|
23,898
|
|
|
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
|
|
|
Amortized
Cost
|
|
Estimated
Fair Value
|
||||
|
(In millions)
|
||||||
Debt securities held to maturity:
|
|
|
|
||||
Mortgage-backed securities:
|
|
|
|
||||
Residential agency
|
$
|
664
|
|
|
$
|
683
|
|
Commercial agency
|
617
|
|
|
673
|
|
||
|
$
|
1,281
|
|
|
$
|
1,356
|
|
Debt securities available for sale:
|
|
|
|
||||
Due in one year or less
|
$
|
98
|
|
|
$
|
99
|
|
Due after one year through five years
|
1,063
|
|
|
1,114
|
|
||
Due after five years through ten years
|
301
|
|
|
333
|
|
||
Due after ten years
|
42
|
|
|
48
|
|
||
Mortgage-backed securities:
|
|
|
|
||||
Residential agency
|
15,804
|
|
|
16,473
|
|
||
Residential non-agency
|
1
|
|
|
1
|
|
||
Commercial agency
|
4,869
|
|
|
5,214
|
|
||
Commercial non-agency
|
605
|
|
|
616
|
|
||
|
$
|
22,783
|
|
|
$
|
23,898
|
|
|
June 30, 2020
|
||||||||||||||||||||||
|
Less Than Twelve Months
|
|
Twelve Months or More
|
|
Total
|
||||||||||||||||||
|
Estimated
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
|
Gross
Unrealized
Losses
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Debt securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential agency
|
$
|
118
|
|
|
$
|
—
|
|
|
$
|
269
|
|
|
$
|
(1
|
)
|
|
$
|
387
|
|
|
$
|
(1
|
)
|
Corporate and other debt securities
|
27
|
|
|
(2
|
)
|
|
3
|
|
|
—
|
|
|
30
|
|
|
(2
|
)
|
||||||
|
$
|
145
|
|
|
$
|
(2
|
)
|
|
$
|
272
|
|
|
$
|
(1
|
)
|
|
$
|
417
|
|
|
$
|
(3
|
)
|
|
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
|
)
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
(In millions)
|
||||||||||||||
Gross realized gains
|
$
|
2
|
|
|
$
|
7
|
|
|
$
|
2
|
|
|
$
|
7
|
|
Gross realized losses
|
(1
|
)
|
|
(26
|
)
|
|
(1
|
)
|
|
(32
|
)
|
||||
Impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
Debt securities available for sale gains (losses), net
|
$
|
1
|
|
|
$
|
(19
|
)
|
|
$
|
1
|
|
|
$
|
(26
|
)
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
|
(In millions, net of unearned income)
|
||||||
Commercial and industrial
|
$
|
47,670
|
|
|
$
|
39,971
|
|
Commercial real estate mortgage—owner-occupied
|
5,491
|
|
|
5,537
|
|
||
Commercial real estate construction—owner-occupied
|
314
|
|
|
331
|
|
||
Total commercial
|
53,475
|
|
|
45,839
|
|
||
Commercial investor real estate mortgage
|
5,221
|
|
|
4,936
|
|
||
Commercial investor real estate construction
|
1,908
|
|
|
1,621
|
|
||
Total investor real estate
|
7,129
|
|
|
6,557
|
|
||
Residential first mortgage
|
15,382
|
|
|
14,485
|
|
||
Home equity lines
|
4,953
|
|
|
5,300
|
|
||
Home equity loans
|
2,937
|
|
|
3,084
|
|
||
Indirect—vehicles
|
1,331
|
|
|
1,812
|
|
||
Indirect—other consumer
|
3,022
|
|
|
3,249
|
|
||
Consumer credit card
|
1,213
|
|
|
1,387
|
|
||
Other consumer
|
1,106
|
|
|
1,250
|
|
||
Total consumer
|
29,944
|
|
|
30,567
|
|
||
|
$
|
90,548
|
|
|
$
|
82,963
|
|
|
|
|
|
|
|
|
|
||||||||
|
Three Months Ended June 30, 2020
|
||||||||||||||
|
Commercial
|
|
Investor Real
Estate
|
|
Consumer
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Allowance for loan losses, April 1, 2020
|
$
|
721
|
|
|
$
|
63
|
|
|
$
|
776
|
|
|
$
|
1,560
|
|
Provision for loan losses
|
622
|
|
|
97
|
|
|
119
|
|
|
838
|
|
||||
Initial allowance on acquired PCD loans
|
60
|
|
—
|
|
|
—
|
|
|
60
|
||||||
Loan losses:
|
|
|
|
|
|
|
|
||||||||
Charge-offs
|
(142
|
)
|
|
—
|
|
|
(62
|
)
|
|
(204
|
)
|
||||
Recoveries
|
10
|
|
|
—
|
|
|
12
|
|
|
22
|
|
||||
Net loan (losses) recoveries
|
(132
|
)
|
|
—
|
|
|
(50
|
)
|
|
(182
|
)
|
||||
Allowance for loan losses, June 30, 2020
|
1,271
|
|
|
160
|
|
|
845
|
|
|
2,276
|
|
||||
Reserve for unfunded credit commitments, April 1, 2020
|
73
|
|
|
18
|
|
|
14
|
|
|
105
|
|
||||
Provision for unfunded credit losses
|
34
|
|
|
9
|
|
|
1
|
|
|
44
|
|
||||
Reserve for unfunded credit commitments, June 30, 2020
|
107
|
|
|
27
|
|
|
15
|
|
|
149
|
|
||||
Allowance for credit losses, June 30, 2020
|
$
|
1,378
|
|
|
$
|
187
|
|
|
$
|
860
|
|
|
$
|
2,425
|
|
|
|
|
|
|
|
|
|
||||||||
|
Three Months Ended June 30, 2019
|
||||||||||||||
|
Commercial
|
|
Investor Real
Estate
|
|
Consumer
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Allowance for loan losses, April 1, 2019
|
$
|
537
|
|
|
$
|
54
|
|
|
$
|
262
|
|
|
$
|
853
|
|
Provision (credit) for loan losses
|
26
|
|
|
(1
|
)
|
|
67
|
|
|
92
|
|
||||
Loan losses:
|
|
|
|
|
|
|
|
||||||||
Charge-offs
|
(44
|
)
|
|
—
|
|
|
(69
|
)
|
|
(113
|
)
|
||||
Recoveries
|
6
|
|
|
1
|
|
|
14
|
|
|
21
|
|
||||
Net loan (losses) recoveries
|
(38
|
)
|
|
1
|
|
|
(55
|
)
|
|
(92
|
)
|
||||
Allowance for loan losses, June 30, 2019
|
525
|
|
|
54
|
|
|
274
|
|
|
853
|
|
||||
Reserve for unfunded credit commitments, April 1, 2019
|
46
|
|
|
4
|
|
|
—
|
|
|
50
|
|
||||
Provision (credit) for unfunded credit losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Reserve for unfunded credit commitments, June 30, 2019
|
46
|
|
|
4
|
|
|
—
|
|
|
50
|
|
||||
Allowance for credit losses, June 30, 2019
|
$
|
571
|
|
|
$
|
58
|
|
|
$
|
274
|
|
|
$
|
903
|
|
|
Six Months Ended June 30, 2020
|
||||||||||||||
|
Commercial
|
|
Investor Real
Estate
|
|
Consumer
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Allowance for loan losses, December 31, 2019
|
$
|
537
|
|
|
$
|
45
|
|
|
$
|
287
|
|
|
$
|
869
|
|
Cumulative change in accounting guidance (Note 1)
|
(3
|
)
|
|
7
|
|
|
434
|
|
|
438
|
|
||||
Allowance for loan losses, January 1, 2020 (adjusted for change in accounting guidance)
|
534
|
|
|
52
|
|
|
721
|
|
|
1,307
|
|
||||
Provision for loan losses
|
873
|
|
|
107
|
|
|
234
|
|
|
1,214
|
|
||||
Initial allowance on acquired PCD loans
|
60
|
|
—
|
|
|
—
|
|
|
60
|
||||||
Loan losses:
|
|
|
|
|
|
|
|
||||||||
Charge-offs
|
(213
|
)
|
|
—
|
|
|
(135
|
)
|
|
(348
|
)
|
||||
Recoveries
|
17
|
|
|
1
|
|
|
25
|
|
|
43
|
|
||||
Net loan (losses) recoveries
|
(196
|
)
|
|
1
|
|
|
(110
|
)
|
|
(305
|
)
|
||||
Allowance for loan losses, June 30, 2020
|
1,271
|
|
|
160
|
|
|
845
|
|
|
2,276
|
|
||||
Reserve for unfunded credit commitments, December 31, 2019
|
41
|
|
|
4
|
|
|
—
|
|
|
45
|
|
||||
Cumulative change in accounting guidance (Note 1)
|
36
|
|
|
13
|
|
|
14
|
|
|
63
|
|
||||
Reserve for unfunded credit commitments, January 1, 2020 (adjusted for change in accounting guidance)
|
77
|
|
|
17
|
|
|
14
|
|
|
108
|
|
||||
Provision for unfunded credit losses
|
30
|
|
|
10
|
|
|
1
|
|
|
41
|
|
||||
Reserve for unfunded credit commitments, June 30, 2020
|
107
|
|
|
27
|
|
|
15
|
|
|
149
|
|
||||
Allowance for credit losses, June 30, 2020
|
$
|
1,378
|
|
|
$
|
187
|
|
|
$
|
860
|
|
|
$
|
2,425
|
|
|
Six Months Ended June 30, 2019
|
||||||||||||||
|
Commercial
|
|
Investor Real
Estate
|
|
Consumer
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Allowance for loan losses, January 1, 2019
|
$
|
520
|
|
|
$
|
58
|
|
|
$
|
262
|
|
|
$
|
840
|
|
Provision (credit) for loan losses
|
64
|
|
|
(6
|
)
|
|
125
|
|
|
183
|
|
||||
Loan losses:
|
|
|
|
|
|
|
|
||||||||
Charge-offs
|
(74
|
)
|
|
—
|
|
|
(141
|
)
|
|
(215
|
)
|
||||
Recoveries
|
15
|
|
|
2
|
|
|
28
|
|
|
45
|
|
||||
Net loan (losses) recoveries
|
(59
|
)
|
|
2
|
|
|
(113
|
)
|
|
(170
|
)
|
||||
Allowance for loan losses, June 30, 2019
|
525
|
|
|
54
|
|
|
274
|
|
|
853
|
|
||||
Reserve for unfunded credit commitments, January 1, 2019
|
47
|
|
|
4
|
|
|
—
|
|
|
51
|
|
||||
Provision (credit) for unfunded credit losses
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
Reserve for unfunded credit commitments, June 30, 2019
|
46
|
|
|
4
|
|
|
—
|
|
|
50
|
|
||||
Allowance for credit losses, June 30, 2019
|
571
|
|
|
58
|
|
|
274
|
|
|
903
|
|
||||
Portion of ending allowance for loan losses:
|
|
|
|
|
|
|
|
||||||||
Individually evaluated for impairment
|
125
|
|
|
2
|
|
|
30
|
|
|
157
|
|
||||
Collectively evaluated for impairment
|
400
|
|
|
52
|
|
|
244
|
|
|
696
|
|
||||
Total allowance for loan losses
|
525
|
|
|
54
|
|
|
274
|
|
|
853
|
|
||||
Portion of loan portfolio ending balance:
|
|
|
|
|
|
|
|
||||||||
Individually evaluated for impairment
|
532
|
|
|
22
|
|
|
400
|
|
|
954
|
|
||||
Collectively evaluated for impairment
|
45,776
|
|
|
6,431
|
|
|
30,392
|
|
|
82,599
|
|
||||
Total loans evaluated for impairment
|
$
|
46,308
|
|
|
$
|
6,453
|
|
|
$
|
30,792
|
|
|
$
|
83,553
|
|
•
|
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.
|
|
June 30, 2020
|
|||||||||||||||||||||||||||||||||
Term Loans
|
|
Revolving Loans
|
|
Revolving Loans Converted to Amortizing
|
|
Unallocated (1)
|
|
Total
|
||||||||||||||||||||||||||
Origination Year
|
||||||||||||||||||||||||||||||||||
2020
|
2019
|
2018
|
2017
|
2016
|
Prior
|
|||||||||||||||||||||||||||||
(In millions)
|
||||||||||||||||||||||||||||||||||
Commercial and industrial:
|
||||||||||||||||||||||||||||||||||
Risk Rating:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Pass
|
$
|
10,294
|
|
$
|
7,646
|
|
$
|
4,993
|
|
$
|
3,290
|
|
$
|
1,385
|
|
$
|
2,961
|
|
|
$
|
14,568
|
|
|
$
|
—
|
|
|
$
|
(229
|
)
|
|
$
|
44,908
|
|
Special Mention
|
29
|
|
171
|
|
167
|
|
124
|
|
9
|
|
79
|
|
|
689
|
|
|
—
|
|
|
—
|
|
|
1,268
|
|
||||||||||
Substandard Accrual
|
58
|
|
40
|
|
85
|
|
28
|
|
58
|
|
70
|
|
|
710
|
|
|
—
|
|
|
—
|
|
|
1,049
|
|
||||||||||
Non-accrual
|
31
|
|
70
|
|
87
|
|
25
|
|
44
|
|
36
|
|
|
152
|
|
|
—
|
|
|
—
|
|
|
445
|
|
||||||||||
Total commercial and industrial
|
$
|
10,412
|
|
$
|
7,927
|
|
$
|
5,332
|
|
$
|
3,467
|
|
$
|
1,496
|
|
$
|
3,146
|
|
|
$
|
16,119
|
|
|
$
|
—
|
|
|
$
|
(229
|
)
|
|
$
|
47,670
|
|
|
||||||||||||||||||||||||||||||||||
Commercial real estate mortgage—owner-occupied:
|
||||||||||||||||||||||||||||||||||
Risk Rating:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Pass
|
$
|
714
|
|
$
|
948
|
|
$
|
1,024
|
|
$
|
651
|
|
$
|
462
|
|
$
|
1,112
|
|
|
$
|
178
|
|
|
$
|
—
|
|
|
$
|
(32
|
)
|
|
$
|
5,057
|
|
Special Mention
|
22
|
|
28
|
|
39
|
|
24
|
|
12
|
|
32
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
162
|
|
||||||||||
Substandard Accrual
|
13
|
|
21
|
|
62
|
|
30
|
|
11
|
|
60
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
198
|
|
||||||||||
Non-accrual
|
7
|
|
6
|
|
12
|
|
18
|
|
11
|
|
17
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
74
|
|
||||||||||
Total commercial real estate mortgage—owner-occupied:
|
$
|
756
|
|
$
|
1,003
|
|
$
|
1,137
|
|
$
|
723
|
|
$
|
496
|
|
$
|
1,221
|
|
|
$
|
187
|
|
|
$
|
—
|
|
|
$
|
(32
|
)
|
|
$
|
5,491
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Commercial real estate construction—owner-occupied:
|
||||||||||||||||||||||||||||||||||
Risk Rating:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Pass
|
$
|
27
|
|
$
|
99
|
|
$
|
44
|
|
$
|
27
|
|
$
|
30
|
|
$
|
50
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
286
|
|
Special Mention
|
—
|
|
1
|
|
5
|
|
2
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
||||||||||
Substandard Accrual
|
—
|
|
3
|
|
1
|
|
2
|
|
3
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
||||||||||
Non-accrual
|
—
|
|
—
|
|
—
|
|
—
|
|
2
|
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
||||||||||
Total commercial real estate construction—owner-occupied:
|
$
|
27
|
|
$
|
103
|
|
$
|
50
|
|
$
|
31
|
|
$
|
35
|
|
$
|
59
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
314
|
|
Total commercial
|
$
|
11,195
|
|
$
|
9,033
|
|
$
|
6,519
|
|
$
|
4,221
|
|
$
|
2,027
|
|
$
|
4,426
|
|
|
$
|
16,315
|
|
|
$
|
—
|
|
|
$
|
(261
|
)
|
|
$
|
53,475
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Commercial investor real estate mortgage:
|
||||||||||||||||||||||||||||||||||
Risk Rating:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Pass
|
$
|
843
|
|
$
|
1,158
|
|
$
|
1,195
|
|
$
|
427
|
|
$
|
72
|
|
$
|
318
|
|
|
$
|
345
|
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
$
|
4,354
|
|
Special Mention
|
70
|
|
234
|
|
156
|
|
151
|
|
15
|
|
50
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
718
|
|
||||||||||
Substandard Accrual
|
—
|
|
49
|
|
27
|
|
—
|
|
3
|
|
—
|
|
|
69
|
|
|
—
|
|
|
—
|
|
|
148
|
|
||||||||||
Non-accrual
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||||||
Total commercial investor real estate mortgage
|
$
|
913
|
|
$
|
1,441
|
|
$
|
1,378
|
|
$
|
578
|
|
$
|
90
|
|
$
|
369
|
|
|
$
|
456
|
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
$
|
5,221
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2020
|
||||||||||||||||||||||||||
|
Accrual Loans
|
|
|
|
|
|
|
||||||||||||||||||||
|
30-59 DPD
|
|
60-89 DPD
|
|
90+ DPD
|
|
Total
30+ DPD
|
|
Total
Accrual
|
|
Non-accrual
|
|
Total
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Commercial and industrial
|
$
|
52
|
|
|
$
|
29
|
|
|
$
|
11
|
|
|
$
|
92
|
|
|
$
|
47,225
|
|
|
$
|
445
|
|
|
$
|
47,670
|
|
Commercial real estate mortgage—owner-occupied
|
5
|
|
|
6
|
|
|
3
|
|
|
14
|
|
|
5,417
|
|
|
74
|
|
|
5,491
|
|
|||||||
Commercial real estate construction—owner-occupied
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
304
|
|
|
10
|
|
|
314
|
|
|||||||
Total commercial
|
58
|
|
|
35
|
|
|
14
|
|
|
107
|
|
|
52,946
|
|
|
529
|
|
|
53,475
|
|
|||||||
Commercial investor real estate mortgage
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
5,220
|
|
|
1
|
|
|
5,221
|
|
|||||||
Commercial investor real estate construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,908
|
|
|
—
|
|
|
1,908
|
|
|||||||
Total investor real estate
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
7,128
|
|
|
1
|
|
|
7,129
|
|
|||||||
Residential first mortgage
|
98
|
|
|
63
|
|
|
130
|
|
|
291
|
|
|
15,350
|
|
|
32
|
|
|
15,382
|
|
|||||||
Home equity lines
|
16
|
|
|
16
|
|
|
26
|
|
|
58
|
|
|
4,907
|
|
|
46
|
|
|
4,953
|
|
|||||||
Home equity loans
|
13
|
|
|
12
|
|
|
12
|
|
|
37
|
|
|
2,931
|
|
|
6
|
|
|
2,937
|
|
|||||||
Indirect—vehicles
|
17
|
|
|
10
|
|
|
8
|
|
|
35
|
|
|
1,331
|
|
|
—
|
|
|
1,331
|
|
|||||||
Indirect—other consumer
|
9
|
|
|
7
|
|
|
3
|
|
|
19
|
|
|
3,022
|
|
|
—
|
|
|
3,022
|
|
|||||||
Consumer credit card
|
7
|
|
|
6
|
|
|
17
|
|
|
30
|
|
|
1,213
|
|
|
—
|
|
|
1,213
|
|
|||||||
Other consumer
|
9
|
|
|
5
|
|
|
5
|
|
|
19
|
|
|
1,106
|
|
|
—
|
|
|
1,106
|
|
|||||||
Total consumer
|
169
|
|
|
119
|
|
|
201
|
|
|
489
|
|
|
29,860
|
|
|
84
|
|
|
29,944
|
|
|||||||
|
$
|
227
|
|
|
$
|
155
|
|
|
$
|
215
|
|
|
$
|
597
|
|
|
$
|
89,934
|
|
|
$
|
614
|
|
|
$
|
90,548
|
|
|
December 31, 2019
|
||||||||||||||||||||||||||
|
Accrual Loans
|
|
|
|
|
|
|
||||||||||||||||||||
|
30-59 DPD
|
|
60-89 DPD
|
|
90+ DPD
|
|
Total
30+ DPD
|
|
Total
Accrual
|
|
Non-accrual
|
|
Total
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Commercial and industrial
|
$
|
30
|
|
|
$
|
21
|
|
|
$
|
11
|
|
|
$
|
62
|
|
|
$
|
39,624
|
|
|
$
|
347
|
|
|
$
|
39,971
|
|
Commercial real estate mortgage—owner-occupied
|
11
|
|
|
3
|
|
|
1
|
|
|
15
|
|
|
5,464
|
|
|
73
|
|
|
5,537
|
|
|||||||
Commercial real estate construction—owner-occupied
|
2
|
|
|
—
|
|
|
—
|
|
|
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 lines
|
30
|
|
|
12
|
|
|
32
|
|
|
74
|
|
|
5,259
|
|
|
41
|
|
|
5,300
|
|
|||||||
Home equity loans
|
12
|
|
|
6
|
|
|
10
|
|
|
28
|
|
|
3,078
|
|
|
6
|
|
|
3,084
|
|
|||||||
Indirect—vehicles
|
31
|
|
|
10
|
|
|
7
|
|
|
48
|
|
|
1,812
|
|
|
—
|
|
|
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
|
|
|
|
Three Months Ended June 30, 2020
|
||||||||||
|
|
|
|
|
Financial Impact
of Modifications
Considered TDRs
|
||||||
|
Number of
Obligors
|
|
Recorded
Investment
|
|
Increase in
Allowance at
Modification
|
||||||
|
(Dollars in millions)
|
||||||||||
Commercial and industrial
|
$
|
67
|
|
|
$
|
120
|
|
|
$
|
—
|
|
Commercial real estate mortgage—owner-occupied
|
5
|
|
|
3
|
|
|
—
|
|
|||
Commercial real estate construction—owner-occupied
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total commercial
|
72
|
|
|
123
|
|
|
—
|
|
|||
Commercial investor real estate mortgage
|
3
|
|
|
—
|
|
|
—
|
|
|||
Commercial investor real estate construction
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total investor real estate
|
3
|
|
|
—
|
|
|
—
|
|
|||
Residential first mortgage
|
31
|
|
|
4
|
|
|
1
|
|
|||
Home equity lines
|
—
|
|
|
—
|
|
|
—
|
|
|||
Home equity loans
|
12
|
|
|
1
|
|
|
—
|
|
|||
Consumer credit card
|
1
|
|
|
—
|
|
|
—
|
|
|||
Indirect—vehicles and other consumer
|
1
|
|
|
—
|
|
|
—
|
|
|||
Total consumer
|
45
|
|
|
5
|
|
|
1
|
|
|||
|
$
|
120
|
|
|
$
|
128
|
|
|
$
|
1
|
|
|
Three Months Ended June 30, 2019
|
||||||||||
|
|
|
|
|
Financial Impact
of Modifications Considered TDRs |
||||||
|
Number of
Obligors |
|
Recorded
Investment |
|
Increase in
Allowance at Modification |
||||||
|
(Dollars in millions)
|
||||||||||
Commercial and industrial
|
$
|
23
|
|
|
$
|
32
|
|
|
$
|
—
|
|
Commercial real estate mortgage—owner-occupied
|
16
|
|
|
8
|
|
|
—
|
|
|||
Total commercial
|
39
|
|
|
40
|
|
|
—
|
|
|||
Commercial investor real estate mortgage
|
1
|
|
|
—
|
|
|
—
|
|
|||
Commercial investor real estate construction
|
2
|
|
|
1
|
|
|
—
|
|
|||
Total investor real estate
|
3
|
|
|
1
|
|
|
—
|
|
|||
Residential first mortgage
|
34
|
|
|
8
|
|
|
1
|
|
|||
Home equity lines
|
—
|
|
|
—
|
|
|
—
|
|
|||
Home equity loans
|
30
|
|
|
2
|
|
|
—
|
|
|||
Consumer credit card
|
8
|
|
|
—
|
|
|
—
|
|
|||
Indirect—vehicles and other consumer
|
19
|
|
|
1
|
|
|
—
|
|
|||
Total consumer
|
91
|
|
|
11
|
|
|
1
|
|
|||
|
$
|
133
|
|
|
$
|
52
|
|
|
$
|
1
|
|
|
|
|
|
|
|
|||||
|
Six Months Ended June 30, 2020
|
|||||||||
|
|
|
|
|
Financial Impact
of Modifications Considered TDRs |
|||||
|
Number of
Obligors |
|
Recorded
Investment |
|
Increase in
Allowance at Modification |
|||||
|
(Dollars in millions)
|
|||||||||
Commercial and industrial
|
93
|
|
|
$
|
194
|
|
|
$
|
—
|
|
Commercial real estate mortgage—owner-occupied
|
10
|
|
|
5
|
|
|
—
|
|
||
Commercial real estate construction—owner-occupied
|
1
|
|
|
1
|
|
|
—
|
|
||
Total commercial
|
104
|
|
|
200
|
|
|
—
|
|
||
Commercial investor real estate mortgage
|
7
|
|
|
1
|
|
|
—
|
|
||
Commercial investor real estate construction
|
1
|
|
|
—
|
|
|
—
|
|
||
Total investor real estate
|
8
|
|
|
1
|
|
|
—
|
|
||
Residential first mortgage
|
83
|
|
|
11
|
|
|
2
|
|
||
Home equity lines
|
—
|
|
|
—
|
|
|
—
|
|
||
Home equity loans
|
27
|
|
|
2
|
|
—
|
|
|||
Consumer credit card
|
11
|
|
|
—
|
|
|
—
|
|
||
Indirect—vehicles and other consumer
|
11
|
|
|
—
|
|
|
—
|
|
||
Total consumer
|
132
|
|
|
13
|
|
|
2
|
|
||
|
244
|
|
|
$
|
214
|
|
|
$
|
2
|
|
|
|
|
|
|
|
|
||||||||||
|
Six Months Ended June 30, 2019
|
|||||||||
|
|
|
|
|
Financial Impact
of Modifications Considered TDRs |
|||||
|
Number of
Obligors |
|
Recorded
Investment |
|
Increase in
Allowance at Modification |
|||||
|
(Dollars in millions)
|
|||||||||
Commercial and industrial
|
49
|
|
|
$
|
110
|
|
|
$
|
1
|
|
Commercial real estate mortgage—owner-occupied
|
33
|
|
|
20
|
|
|
—
|
|
||
Commercial real estate construction—owner-occupied
|
1
|
|
|
2
|
|
|
—
|
|
||
Total commercial
|
83
|
|
|
132
|
|
|
1
|
|
||
Commercial investor real estate mortgage
|
4
|
|
|
11
|
|
|
—
|
|
||
Commercial investor real estate construction
|
4
|
|
|
1
|
|
|
—
|
|
||
Total investor real estate
|
8
|
|
|
12
|
|
|
—
|
|
||
Residential first mortgage
|
68
|
|
|
18
|
|
|
2
|
|
||
Home equity lines
|
—
|
|
|
—
|
|
|
—
|
|
||
Home equity loans
|
64
|
|
|
5
|
|
|
—
|
|
||
Consumer credit card
|
26
|
|
|
—
|
|
|
—
|
|
||
Indirect—vehicles and other consumer
|
49
|
|
|
1
|
|
|
—
|
|
||
Total consumer
|
207
|
|
|
24
|
|
|
2
|
|
||
|
298
|
|
|
$
|
168
|
|
|
$
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
(In millions)
|
||||||||||||||
Carrying value, beginning of period
|
$
|
254
|
|
|
$
|
386
|
|
|
$
|
345
|
|
|
$
|
418
|
|
Additions
|
24
|
|
|
8
|
|
|
35
|
|
|
15
|
|
||||
Increase (decrease) in fair value:
|
|
|
|
|
|
|
|
||||||||
Due to change in valuation inputs or assumptions
|
(11
|
)
|
|
(43
|
)
|
|
(94
|
)
|
|
(71
|
)
|
||||
Economic amortization associated with borrower repayments (1)
|
(18
|
)
|
|
(14
|
)
|
|
(37
|
)
|
|
(25
|
)
|
||||
Carrying value, end of period
|
$
|
249
|
|
|
$
|
337
|
|
|
$
|
249
|
|
|
$
|
337
|
|
|
June 30
|
||||||
|
2020
|
|
2019
|
||||
|
(Dollars in millions)
|
||||||
Unpaid principal balance
|
$
|
33,575
|
|
|
$
|
35,309
|
|
Weighted-average CPR (%)
|
17.0
|
%
|
|
12.5
|
%
|
||
Estimated impact on fair value of a 10% increase
|
$
|
(25
|
)
|
|
$
|
(19
|
)
|
Estimated impact on fair value of a 20% increase
|
$
|
(44
|
)
|
|
$
|
(35
|
)
|
Option-adjusted spread (basis points)
|
626
|
|
|
763
|
|
||
Estimated impact on fair value of a 10% increase
|
$
|
(5
|
)
|
|
$
|
(10
|
)
|
Estimated impact on fair value of a 20% increase
|
$
|
(11
|
)
|
|
$
|
(20
|
)
|
Weighted-average coupon interest rate
|
4.1
|
%
|
|
4.2
|
%
|
||
Weighted-average remaining maturity (months)
|
280
|
|
|
279
|
|
||
Weighted-average servicing fee (basis points)
|
27.4
|
|
|
27.2
|
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
(In millions)
|
|
(In millions)
|
||||||||||||
Servicing related fees and other ancillary income
|
$
|
23
|
|
|
$
|
26
|
|
|
$
|
48
|
|
|
$
|
52
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
|
(In millions)
|
||||||
Corporate Bank
|
$
|
2,822
|
|
|
$
|
2,474
|
|
Consumer Bank
|
1,978
|
|
|
1,978
|
|
||
Wealth Management
|
393
|
|
|
393
|
|
||
|
$
|
5,193
|
|
|
$
|
4,845
|
|
•
|
Recent operating performance,
|
•
|
Changes in market capitalization,
|
•
|
Regulatory actions and assessments,
|
•
|
Changes in the business climate (including legislation, legal factors, competition, and the impacts of COVID-19),
|
•
|
Company-specific factors (including changes in key personnel, asset impairments, and business dispositions), and
|
•
|
Trends in the banking industry.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2020
|
|
December 31, 2019
|
|||||||||||
|
Issuance Date
|
|
Earliest Redemption Date
|
|
Dividend Rate (1)
|
|
Liquidation Amount
|
|
Liquidation Preference per Share
|
|
Liquidation preference per Depositary Share
|
|
Ownership Interest per Depositary Share
|
|
Carrying Amount
|
|
Carrying Amount
|
||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||||||
Series A
|
11/1/2012
|
|
12/15/2017
|
|
6.375
|
%
|
|
|
$
|
500
|
|
|
$
|
1,000
|
|
|
$
|
25
|
|
|
1/40th
|
|
$
|
387
|
|
|
$
|
387
|
|
Series B
|
4/29/2014
|
|
9/15/2024
|
|
6.375
|
%
|
(2)
|
|
500
|
|
|
1,000
|
|
|
25
|
|
|
1/40th
|
|
433
|
|
|
433
|
|
|||||
Series C
|
4/30/2019
|
|
5/15/2029
|
|
5.700
|
%
|
(3)
|
|
500
|
|
|
1,000
|
|
|
25
|
|
|
1/40th
|
|
490
|
|
|
490
|
|
|||||
Series D
|
6/5/2020
|
|
9/15/2025
|
|
5.750
|
%
|
(4)
|
|
350
|
|
|
100,000
|
|
|
1,000
|
|
|
1/100th
|
|
346
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
$
|
1,850
|
|
|
|
|
|
|
|
|
$
|
1,656
|
|
|
$
|
1,310
|
|
|
Three Months Ended June 30, 2020
|
||||||||||||||||||
|
Unrealized losses on securities transferred to held to maturity
|
|
Unrealized gains (losses) on securities available for sale
|
|
Unrealized gains (losses) on derivative instruments designated as cash flow hedges
|
|
Defined benefit
pension plans and other post
employment
benefits
|
|
Accumulated
other
comprehensive
income (loss),
net of tax
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Beginning of period
|
$
|
(21
|
)
|
|
$
|
651
|
|
|
$
|
1,281
|
|
|
$
|
(587
|
)
|
|
$
|
1,324
|
|
Net change
|
1
|
|
|
184
|
|
|
108
|
|
|
9
|
|
|
302
|
|
|||||
End of period
|
$
|
(20
|
)
|
|
$
|
835
|
|
|
$
|
1,389
|
|
|
$
|
(578
|
)
|
|
$
|
1,626
|
|
|
Three Months Ended June 30, 2019
|
||||||||||||||||||
|
Unrealized losses on securities transferred to held to maturity
|
|
Unrealized gains (losses) on securities available for sale
|
|
Unrealized gains (losses) on derivative instruments designated as cash flow hedges
|
|
Defined benefit pension plans and other post employment benefits
|
|
Accumulated other comprehensive
income (loss), net of tax |
||||||||||
|
(In millions)
|
||||||||||||||||||
Beginning of period
|
$
|
(26
|
)
|
|
$
|
(152
|
)
|
|
$
|
50
|
|
|
$
|
(470
|
)
|
|
$
|
(598
|
)
|
Net change
|
2
|
|
|
260
|
|
|
308
|
|
|
7
|
|
|
577
|
|
|||||
End of period
|
$
|
(24
|
)
|
|
$
|
108
|
|
|
$
|
358
|
|
|
$
|
(463
|
)
|
|
$
|
(21
|
)
|
|
Six Months Ended June 30, 2020
|
||||||||||||||||||
|
Unrealized losses on securities transferred to held to maturity
|
|
Unrealized gains (losses) on securities available for sale
|
|
Unrealized gains (losses) on derivative instruments designated as cash flow hedges
|
|
Defined benefit pension plans and other post employment benefits
|
|
Accumulated other comprehensive
income (loss), net of tax |
||||||||||
|
(In millions)
|
||||||||||||||||||
Beginning of period
|
$
|
(22
|
)
|
|
$
|
205
|
|
|
$
|
322
|
|
|
$
|
(595
|
)
|
|
$
|
(90
|
)
|
Net change
|
2
|
|
|
630
|
|
|
1,067
|
|
|
17
|
|
|
1,716
|
|
|||||
End of period
|
$
|
(20
|
)
|
|
$
|
835
|
|
|
$
|
1,389
|
|
|
$
|
(578
|
)
|
|
$
|
1,626
|
|
|
Six Months Ended June 30, 2019
|
||||||||||||||||||
|
Unrealized losses on securities transferred to held to maturity
|
|
Unrealized gains (losses) on securities available for sale
|
|
Unrealized gains (losses) on derivative instruments designated as cash flow hedges
|
|
Defined benefit pension plans and other post employment benefits
|
|
Accumulated other comprehensive
income (loss), net of tax |
||||||||||
|
(In millions)
|
||||||||||||||||||
Beginning of period
|
$
|
(27
|
)
|
|
$
|
(397
|
)
|
|
$
|
(63
|
)
|
|
$
|
(477
|
)
|
|
$
|
(964
|
)
|
Net change
|
3
|
|
|
505
|
|
|
421
|
|
|
14
|
|
|
943
|
|
|||||
End of period
|
$
|
(24
|
)
|
|
$
|
108
|
|
|
$
|
358
|
|
|
$
|
(463
|
)
|
|
$
|
(21
|
)
|
|
|
|
|
|
||||
|
Three Months Ended June 30, 2020
|
|
Three Months Ended June 30, 2019
|
|
||||
Details about Accumulated Other Comprehensive Income (Loss) Components
|
Amount Reclassified from Accumulated Other Comprehensive Income (Loss)(1)
|
|
Amount Reclassified from Accumulated Other Comprehensive Income (Loss)(1)
|
Affected Line Item in the Consolidated Statements of Operations
|
||||
|
(In millions)
|
|
||||||
Unrealized losses on securities transferred to held to maturity:
|
|
|
|
|
||||
|
$
|
(1
|
)
|
|
$
|
(2
|
)
|
Net interest income
|
|
—
|
|
|
—
|
|
Tax (expense) or benefit
|
||
|
$
|
(1
|
)
|
|
$
|
(2
|
)
|
Net of tax
|
Unrealized gains and (losses) on available for sale securities:
|
|
|
|
|
||||
|
$
|
1
|
|
|
$
|
(19
|
)
|
Securities gains (losses), net
|
|
—
|
|
|
3
|
|
Tax (expense) or benefit
|
||
|
$
|
1
|
|
|
$
|
(16
|
)
|
Net of tax
|
|
|
|
|
|
||||
Gains and (losses) on cash flow hedges:
|
|
|
|
|
||||
Interest rate contracts
|
$
|
60
|
|
|
$
|
(8
|
)
|
Net interest income
|
|
(15
|
)
|
|
2
|
|
Tax (expense) or benefit
|
||
|
$
|
45
|
|
|
$
|
(6
|
)
|
Net of tax
|
|
|
|
|
|
||||
Amortization of defined benefit pension plans and other post employment benefits:
|
|
|
|
|
||||
Actuarial gains (losses) and settlements(2)
|
$
|
(12
|
)
|
|
$
|
(10
|
)
|
Other non-interest expense
|
|
3
|
|
|
3
|
|
Tax (expense) or benefit
|
||
|
$
|
(9
|
)
|
|
$
|
(7
|
)
|
Net of tax
|
|
|
|
|
|
||||
Total reclassifications for the period
|
$
|
36
|
|
|
$
|
(31
|
)
|
Net of tax
|
|
Six Months Ended June 30, 2020
|
|
Six Months Ended June 30, 2019
|
|
|
||||
Details about Accumulated Other Comprehensive Income (Loss) Components
|
Amount Reclassified from Accumulated Other Comprehensive Income (Loss)(1)
|
|
Amount Reclassified from Accumulated Other Comprehensive Income (Loss)(1)
|
|
Affected Line Item in the Consolidated Statements of Operations
|
||||
|
(In millions)
|
|
|
||||||
Unrealized losses on securities transferred to held to maturity:
|
|
|
|
|
|
||||
|
$
|
(2
|
)
|
|
$
|
(3
|
)
|
|
Net interest income and other financing income
|
|
—
|
|
|
—
|
|
|
Tax (expense) or benefit
|
||
|
$
|
(2
|
)
|
|
$
|
(3
|
)
|
|
Net of tax
|
Unrealized gains and (losses) on available for sale securities:
|
|
|
|
|
|
||||
|
$
|
1
|
|
|
$
|
(26
|
)
|
|
Securities gains (losses), net
|
|
—
|
|
|
5
|
|
|
Tax (expense) or benefit
|
||
|
$
|
1
|
|
|
$
|
(21
|
)
|
|
Net of tax
|
|
|
|
|
|
|
||||
Gains and (losses) on cash flow hedges:
|
|
|
|
|
|
||||
Interest rate contracts
|
$
|
69
|
|
|
$
|
(16
|
)
|
|
Net interest income and other financing income
|
|
(17
|
)
|
|
4
|
|
|
Tax (expense) or benefit
|
||
|
$
|
52
|
|
|
$
|
(12
|
)
|
|
Net of tax
|
|
|
|
|
|
|
||||
Amortization of defined benefit pension plans and other post employment benefits:
|
|
|
|
|
|
||||
Actuarial gains (losses) and settlements(2)
|
$
|
(23
|
)
|
|
$
|
(19
|
)
|
|
Other non-interest expense
|
|
6
|
|
|
5
|
|
|
Tax (expense) or benefit
|
||
|
$
|
(17
|
)
|
|
$
|
(14
|
)
|
|
Net of tax
|
|
|
|
|
|
|
||||
Total reclassifications for the period
|
$
|
34
|
|
|
$
|
(50
|
)
|
|
Net of tax
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
(In millions, except per share amounts)
|
||||||||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
(214
|
)
|
|
$
|
390
|
|
|
$
|
(52
|
)
|
|
$
|
784
|
|
Preferred stock dividends
|
(23
|
)
|
|
(16
|
)
|
|
(46
|
)
|
|
(32
|
)
|
||||
Net income (loss) available to common shareholders
|
$
|
(237
|
)
|
|
$
|
374
|
|
|
$
|
(98
|
)
|
|
$
|
752
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted-average common shares outstanding—basic
|
960
|
|
|
1,010
|
|
|
958
|
|
|
1,015
|
|
||||
Potential common shares
|
—
|
|
|
2
|
|
|
—
|
|
|
5
|
|
||||
Weighted-average common shares outstanding—diluted
|
960
|
|
|
1,012
|
|
|
958
|
|
|
1,020
|
|
||||
Earnings (loss) per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.25
|
)
|
|
$
|
0.37
|
|
|
$
|
(0.10
|
)
|
|
$
|
0.74
|
|
Diluted
|
(0.25
|
)
|
|
0.37
|
|
|
(0.10
|
)
|
|
0.74
|
|
|
Qualified Plans
|
|
Non-qualified Plans
|
|
Total
|
|||||||||||||||||||
|
Three Months Ended June 30
|
|||||||||||||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|||||||||||||
|
(In millions)
|
|||||||||||||||||||||||
Service cost
|
$
|
8
|
|
|
$
|
7
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
9
|
|
|
$
|
8
|
|
|
Interest cost
|
16
|
|
|
18
|
|
|
1
|
|
|
2
|
|
|
17
|
|
|
20
|
|
|||||||
Expected return on plan assets
|
(38
|
)
|
|
(34
|
)
|
|
—
|
|
|
—
|
|
|
(38
|
)
|
|
(34
|
)
|
|||||||
Amortization of actuarial loss
|
11
|
|
|
9
|
|
|
1
|
|
|
1
|
|
|
12
|
|
|
10
|
|
|||||||
Net periodic pension cost (credit)
|
$
|
(3
|
)
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
Qualified Plans
|
|
Non-qualified Plans
|
|
Total
|
|||||||||||||||||||
|
Six Months Ended June 30
|
|||||||||||||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|||||||||||||
|
(In millions)
|
|||||||||||||||||||||||
Service cost
|
$
|
17
|
|
|
$
|
15
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
19
|
|
|
$
|
17
|
|
|
Interest cost
|
32
|
|
|
37
|
|
|
2
|
|
|
3
|
|
|
34
|
|
|
40
|
|
|||||||
Expected return on plan assets
|
(75
|
)
|
|
(68
|
)
|
|
—
|
|
|
—
|
|
|
(75
|
)
|
|
(68
|
)
|
|||||||
Amortization of actuarial loss
|
20
|
|
|
17
|
|
|
3
|
|
|
2
|
|
|
23
|
|
|
19
|
|
|||||||
Net periodic pension cost (credit)
|
$
|
(6
|
)
|
|
$
|
1
|
|
|
$
|
7
|
|
|
$
|
7
|
|
|
$
|
1
|
|
|
$
|
8
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||||||||||||||||||
|
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
|
$
|
3,100
|
|
|
$
|
136
|
|
|
$
|
—
|
|
|
$
|
2,900
|
|
|
$
|
67
|
|
|
$
|
—
|
|
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
16,000
|
|
|
1,345
|
|
|
—
|
|
|
17,250
|
|
|
338
|
|
|
83
|
|
||||||
Interest rate floors (2)
|
6,750
|
|
|
575
|
|
|
—
|
|
|
6,750
|
|
|
208
|
|
|
—
|
|
||||||
Total derivatives in cash flow hedging relationships
|
22,750
|
|
|
1,920
|
|
|
—
|
|
|
24,000
|
|
|
546
|
|
|
83
|
|
||||||
Total derivatives designated as hedging instruments
|
$
|
25,850
|
|
|
$
|
2,056
|
|
|
$
|
—
|
|
|
$
|
26,900
|
|
|
$
|
613
|
|
|
$
|
83
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
$
|
76,182
|
|
|
$
|
1,831
|
|
|
$
|
1,758
|
|
|
$
|
68,075
|
|
|
$
|
659
|
|
|
$
|
656
|
|
Interest rate options
|
13,880
|
|
|
101
|
|
|
37
|
|
|
11,347
|
|
|
27
|
|
|
9
|
|
||||||
Interest rate futures and forward commitments
|
4,782
|
|
|
13
|
|
|
11
|
|
|
27,324
|
|
|
10
|
|
|
11
|
|
||||||
Other contracts
|
10,002
|
|
|
135
|
|
|
158
|
|
|
10,276
|
|
|
48
|
|
|
58
|
|
||||||
Total derivatives not designated as hedging instruments
|
$
|
104,846
|
|
|
$
|
2,080
|
|
|
$
|
1,964
|
|
|
$
|
117,022
|
|
|
$
|
744
|
|
|
$
|
734
|
|
Total derivatives
|
$
|
130,696
|
|
|
$
|
4,136
|
|
|
$
|
1,964
|
|
|
$
|
143,922
|
|
|
$
|
1,357
|
|
|
$
|
817
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total gross derivative instruments, before netting
|
|
|
$
|
4,136
|
|
|
$
|
1,964
|
|
|
|
|
$
|
1,357
|
|
|
$
|
817
|
|
||||
Less: Legally enforceable master netting agreements
|
|
|
186
|
|
|
186
|
|
|
|
|
105
|
|
|
105
|
|
||||||||
Less: Cash collateral received/posted
|
|
|
660
|
|
|
134
|
|
|
|
|
229
|
|
|
90
|
|
||||||||
Less: Variation margin collateral (3)
|
|
|
2,191
|
|
|
1,548
|
|
|
|
|
688
|
|
|
575
|
|
||||||||
Total gross derivative instruments, after netting (4)
|
|
|
$
|
1,099
|
|
|
$
|
96
|
|
|
|
|
$
|
335
|
|
|
$
|
47
|
|
(1)
|
Derivatives in a gain position are recorded as other assets and derivatives in a loss position are recorded as other liabilities on the consolidated balance sheets.
|
(2)
|
Estimated fair value includes premium of approximately $104 million to be amortized over the remaining life.
|
(3)
|
As permitted by U.S. GAAP, variation margin payments made or received for derivatives that are centrally cleared are legally characterized as settled, such that no fair value is presented on the balance sheet for the respective derivatives. As of June 30, 2020 and December 31, 2019, the net amounts of variation margin cash collateral received from central counterparty clearing houses were $643 million and $113 million, respectively.
|
(4)
|
The gain amounts,which are not collateralized with cash or other assets or reserved for, represent the net credit risk on all trading and other derivative positions. As of June 30, 2020 and December 31, 2019, financial instruments posted of $25 million and $24 million, respectively, were not offset in the consolidated balance sheets.
|
|
Three Months Ended June 30, 2020
|
||||||||||
|
Interest Income
|
|
Interest Expense
|
||||||||
|
Debt securities
|
|
Loans, including fees
|
|
Long-term borrowings
|
||||||
|
(In millions)
|
||||||||||
Total amounts presented in the consolidated statements of operations
|
$
|
148
|
|
|
$
|
898
|
|
|
$
|
49
|
|
|
|
|
|
|
|
||||||
Gains/(losses) on fair value hedging relationships:
|
|
|
|
|
|
||||||
Interest rate contracts:
|
|
|
|
|
|
||||||
Amounts related to interest settlements on derivatives
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11
|
|
Recognized on derivatives
|
—
|
|
|
—
|
|
|
1
|
|
|||
Recognized on hedged items
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
Net income (loss) recognized on fair value hedges
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11
|
|
|
|
|
|
|
|
||||||
Gains/(losses) on cash flow hedging relationships: (1)
|
|
|
|
|
|
||||||
Interest rate contracts:
|
|
|
|
|
|
||||||
Realized gains (losses) reclassified from AOCI into net income (loss) (2)
|
$
|
—
|
|
|
$
|
60
|
|
|
$
|
—
|
|
Income (expense) recognized on cash flow hedges
|
$
|
—
|
|
|
$
|
60
|
|
|
$
|
—
|
|
|
Three Months Ended June 30, 2019
|
||||||||||
|
Interest Income
|
|
Interest Expense
|
||||||||
|
Debt securities
|
|
Loans, including fees
|
|
Long-term borrowings
|
||||||
|
(In millions)
|
||||||||||
Total amounts presented in the consolidated statements of operations
|
$
|
163
|
|
|
$
|
992
|
|
|
$
|
96
|
|
|
|
|
|
|
|
||||||
Gains/(losses) on fair value hedging relationships:
|
|
|
|
|
|
||||||
Interest rate contracts:
|
|
|
|
|
|
||||||
Amounts related to interest settlements on derivatives
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(5
|
)
|
Recognized on derivatives
|
(1
|
)
|
|
—
|
|
|
57
|
|
|||
Recognized on hedged items
|
1
|
|
|
—
|
|
|
(57
|
)
|
|||
Net income (loss) recognized on fair value hedges
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(5
|
)
|
|
|
|
|
|
|
||||||
Gains/(losses) on cash flow hedging relationships: (1)
|
|
|
|
|
|
||||||
Interest rate contracts:
|
|
|
|
|
|
||||||
Realized gains (losses) reclassified from AOCI into net income (loss) (2)
|
$
|
—
|
|
|
$
|
(8
|
)
|
|
$
|
—
|
|
Income (expense) recognized on cash flow hedges
|
$
|
—
|
|
|
$
|
(8
|
)
|
|
$
|
—
|
|
|
Six Months Ended June 30, 2020
|
||||||||||
|
Interest Income
|
|
Interest Expense
|
||||||||
|
Debt securities
|
|
Loans, including fees
|
|
Long-term borrowings
|
||||||
|
(In millions)
|
||||||||||
Total amounts presented in the consolidated statements of operations
|
$
|
306
|
|
|
$
|
1,801
|
|
|
$
|
108
|
|
|
|
|
|
|
|
||||||
Gains/(losses) on fair value hedging relationships:
|
|
|
|
|
|
||||||
Interest rate contracts:
|
|
|
|
|
|
||||||
Amounts related to interest settlements on derivatives
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15
|
|
Recognized on derivatives
|
—
|
|
|
—
|
|
|
77
|
|
|||
Recognized on hedged items
|
—
|
|
|
—
|
|
|
(77
|
)
|
|||
Income (expense) recognized on fair value hedges
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15
|
|
|
|
|
|
|
|
||||||
Gains/(losses) on cash flow hedging relationships: (1)
|
|
|
|
|
|
||||||
Interest rate contracts:
|
|
|
|
|
|
||||||
Realized gains (losses) reclassified from AOCI into net income (loss) (2)
|
$
|
—
|
|
|
$
|
69
|
|
|
$
|
—
|
|
Income (expense) recognized on cash flow hedges
|
$
|
—
|
|
|
$
|
69
|
|
|
$
|
—
|
|
|
Six Months Ended June 30, 2019
|
||||||||||
|
Interest Income
|
|
Interest Expense
|
||||||||
|
Debt securities
|
|
Loans, including fees
|
|
Long-term borrowings
|
||||||
|
(In millions)
|
||||||||||
Total amounts presented in the consolidated statements of operations
|
$
|
328
|
|
|
$
|
1,973
|
|
|
$
|
198
|
|
|
|
|
|
|
|
||||||
Gains/(losses) on fair value hedging relationships:
|
|
|
|
|
|
||||||
Interest rate contracts:
|
|
|
|
|
|
||||||
Amounts related to interest settlements on derivatives
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(11
|
)
|
Recognized on derivatives
|
(2
|
)
|
|
—
|
|
|
90
|
|
|||
Recognized on hedged items
|
2
|
|
|
—
|
|
|
(90
|
)
|
|||
Income (expense) recognized on fair value hedges
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(11
|
)
|
|
|
|
|
|
|
||||||
Gains/(losses) on cash flow hedging relationships: (1)
|
|
|
|
|
|
||||||
Interest rate contracts:
|
|
|
|
|
|
||||||
Realized gains (losses) reclassified from AOCI into net income (loss) (2)
|
$
|
—
|
|
|
$
|
(16
|
)
|
|
$
|
—
|
|
Income (expense) recognized on cash flow hedges
|
$
|
—
|
|
|
$
|
(16
|
)
|
|
$
|
—
|
|
(1)
|
See Note 6 for gain or (loss) recognized for cash flow hedges in AOCI.
|
(2)
|
Pre-tax.
|
|
June 30, 2020
|
|
December 31, 2019
|
||||||||||||
|
Hedged Items Currently Designated
|
|
Hedged Items Currently Designated
|
||||||||||||
|
Carrying Amount of Assets/(Liabilities)
|
|
Hedge Accounting Basis Adjustment
|
|
Carrying Amount of Assets/(Liabilities)
|
|
Hedge Accounting Basis Adjustment
|
||||||||
|
(In millions)
|
|
(In millions)
|
||||||||||||
Long-term borrowings
|
$
|
(3,223
|
)
|
|
$
|
(115
|
)
|
|
$
|
(2,954
|
)
|
|
$
|
(49
|
)
|
|
|
|
|
|
|
|
|
|
June 30, 2020
|
||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3(1)
|
|
Derivative Offset Adjustments(2)
|
|
Total Estimated Fair Value
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Recurring fair value measurements
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt securities available for sale:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
$
|
181
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
181
|
|
Federal agency securities
|
—
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|||||
Mortgage-backed securities (MBS):
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential agency
|
—
|
|
|
16,473
|
|
|
—
|
|
|
—
|
|
|
16,473
|
|
|||||
Residential non-agency
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Commercial agency
|
—
|
|
|
5,214
|
|
|
—
|
|
|
—
|
|
|
5,214
|
|
|||||
Commercial non-agency
|
—
|
|
|
616
|
|
|
—
|
|
|
—
|
|
|
616
|
|
|||||
Corporate and other debt securities
|
—
|
|
|
1,370
|
|
|
1
|
|
|
—
|
|
|
1,371
|
|
|||||
Total debt securities available for sale
|
$
|
181
|
|
|
$
|
23,715
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
23,898
|
|
Loans held for sale
|
$
|
—
|
|
|
$
|
950
|
|
|
$
|
19
|
|
|
$
|
—
|
|
|
$
|
969
|
|
Marketable equity securities
|
$
|
363
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
363
|
|
Residential mortgage servicing rights
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
249
|
|
|
$
|
—
|
|
|
$
|
249
|
|
Derivative assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest rate swaps
|
$
|
—
|
|
|
$
|
3,312
|
|
|
$
|
—
|
|
|
$
|
(2,191
|
)
|
|
$
|
1,121
|
|
Interest rate options
|
—
|
|
|
634
|
|
|
42
|
|
|
—
|
|
|
676
|
|
|||||
Interest rate futures and forward commitments
|
—
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|||||
Other contracts
|
2
|
|
|
131
|
|
|
2
|
|
|
—
|
|
|
135
|
|
|||||
Total derivative assets
|
$
|
2
|
|
|
$
|
4,090
|
|
|
$
|
44
|
|
|
$
|
(2,191
|
)
|
|
$
|
1,945
|
|
Derivative liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest rate swaps
|
$
|
—
|
|
|
$
|
1,758
|
|
|
$
|
—
|
|
|
$
|
(1,548
|
)
|
|
$
|
210
|
|
Interest rate options
|
—
|
|
|
37
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|||||
Interest rate futures and forward commitments
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|||||
Other contracts
|
3
|
|
|
144
|
|
|
11
|
|
|
—
|
|
|
158
|
|
|||||
Total derivative liabilities
|
$
|
3
|
|
|
$
|
1,950
|
|
|
$
|
11
|
|
|
$
|
(1,548
|
)
|
|
$
|
416
|
|
Non-recurring fair value measurements
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans held for sale
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
9
|
|
Equity investments without a readily determinable fair value
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
|||||
Foreclosed property and other real estate
|
—
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
18
|
|
|
December 31, 2019
|
||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3(1)
|
|
Derivative Offset Adjustments(2)
|
|
Total Estimated Fair Value
|
||||||||||
|
|
||||||||||||||||||
Recurring fair value measurements
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt securities available for sale:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
$
|
182
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
182
|
|
Federal agency securities
|
—
|
|
|
43
|
|
|
—
|
|
|
—
|
|
|
43
|
|
|||||
Mortgage-backed securities (MBS):
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential agency
|
—
|
|
|
15,516
|
|
|
—
|
|
|
—
|
|
|
15,516
|
|
|||||
Residential non-agency
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Commercial agency
|
—
|
|
|
4,766
|
|
|
—
|
|
|
—
|
|
|
4,766
|
|
|||||
Commercial non-agency
|
—
|
|
|
647
|
|
|
—
|
|
|
—
|
|
|
647
|
|
|||||
Corporate and other debt securities
|
—
|
|
|
1,450
|
|
|
1
|
|
|
—
|
|
|
1,451
|
|
|||||
Total debt securities available for sale
|
$
|
182
|
|
|
$
|
22,422
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
22,606
|
|
Loans held for sale
|
$
|
—
|
|
|
$
|
436
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
439
|
|
Marketable equity securities
|
$
|
450
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
450
|
|
Residential mortgage servicing rights
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
345
|
|
|
$
|
—
|
|
|
$
|
345
|
|
Derivative assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest rate swaps
|
$
|
—
|
|
|
$
|
1,064
|
|
|
$
|
—
|
|
|
$
|
(688
|
)
|
|
$
|
376
|
|
Interest rate options
|
—
|
|
|
227
|
|
|
8
|
|
|
—
|
|
|
235
|
|
|||||
Interest rate futures and forward commitments
|
—
|
|
|
4
|
|
|
6
|
|
|
—
|
|
|
10
|
|
|||||
Other contracts
|
—
|
|
|
47
|
|
|
1
|
|
|
—
|
|
|
48
|
|
|||||
Total derivative assets
|
$
|
—
|
|
|
$
|
1,342
|
|
|
$
|
15
|
|
|
$
|
(688
|
)
|
|
$
|
669
|
|
Derivative liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest rate swaps
|
$
|
—
|
|
|
$
|
739
|
|
|
$
|
—
|
|
|
$
|
(575
|
)
|
|
$
|
164
|
|
Interest rate options
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|||||
Interest rate futures and forward commitments
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|||||
Other contracts
|
—
|
|
|
53
|
|
|
5
|
|
|
—
|
|
|
58
|
|
|||||
Total derivative liabilities
|
$
|
—
|
|
|
$
|
812
|
|
|
$
|
5
|
|
|
$
|
(575
|
)
|
|
$
|
242
|
|
Non-recurring fair value measurements
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans held for sale
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
14
|
|
Equity investments without a readily determinable fair value
|
—
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
32
|
|
|||||
Foreclosed property and other real estate
|
—
|
|
|
—
|
|
|
42
|
|
|
—
|
|
|
42
|
|
(1)
|
All following disclosures related to Level 3 recurring and non-recurring assets do not include those deemed to be immaterial.
|
(2)
|
As permitted under U.S. GAAP, variation margin collateral payments made or received for derivatives that are centrally cleared are legally characterized as settled. As such, these derivative assets and derivative liabilities and the related variation margin collateral are presented on a net basis on the balance sheet.
|
|
Residential mortgage servicing rights
|
||||||||||||||
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
(In millions)
|
||||||||||||||
Carrying value, beginning of period
|
$
|
254
|
|
|
$
|
386
|
|
|
$
|
345
|
|
|
$
|
418
|
|
Total realized/unrealized gains (losses) included in earnings (1)
|
(29
|
)
|
|
(57
|
)
|
|
(131
|
)
|
|
(96
|
)
|
||||
Purchases
|
24
|
|
|
8
|
|
|
35
|
|
|
15
|
|
||||
Carrying value, end of period
|
$
|
249
|
|
|
$
|
337
|
|
|
$
|
249
|
|
|
$
|
337
|
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
(In millions)
|
||||||||||||||
Loans held for sale
|
$
|
(2
|
)
|
|
$
|
(4
|
)
|
|
$
|
(5
|
)
|
|
$
|
(6
|
)
|
Equity investments without a readily determinable fair value
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
||||
Foreclosed property and other real estate
|
(1
|
)
|
|
(31
|
)
|
|
(10
|
)
|
|
(39
|
)
|
|
June 30, 2020
|
||||||
|
Level 3
Estimated Fair Value at June 30, 2020 |
|
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)
|
$249
|
|
Discounted cash flow
|
|
Weighted-average CPR (%)
|
|
8.2% - 36.2% (17.0%)
|
|
|
|
|
|
OAS (%)
|
|
5.2% - 10.2% (6.3%)
|
|
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%)
|
|
June 30, 2020
|
|
December 31, 2019
|
||||||||||||||||||||
|
Aggregate
Fair Value
|
|
Aggregate
Unpaid
Principal
|
|
Aggregate Fair
Value Less
Aggregate
Unpaid
Principal
|
|
Aggregate
Fair Value
|
|
Aggregate
Unpaid
Principal
|
|
Aggregate Fair
Value Less
Aggregate
Unpaid
Principal
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Mortgage loans held for sale, at fair value
|
$
|
969
|
|
|
$
|
926
|
|
|
$
|
43
|
|
|
$
|
439
|
|
|
$
|
425
|
|
|
$
|
14
|
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
(In millions)
|
||||||||||||||
Net gains (losses) resulting for the change in fair value of mortgage loans held for sale
|
$
|
20
|
|
|
$
|
5
|
|
|
$
|
30
|
|
|
$
|
5
|
|
|
June 30, 2020
|
||||||||||||||||||
|
Carrying
Amount
|
|
Estimated
Fair
Value(1)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
13,198
|
|
|
$
|
13,198
|
|
|
$
|
13,198
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Debt securities held to maturity
|
1,255
|
|
|
1,356
|
|
|
—
|
|
|
1,356
|
|
|
—
|
|
|||||
Debt securities available for sale
|
23,898
|
|
|
23,898
|
|
|
181
|
|
|
23,715
|
|
|
2
|
|
|||||
Loans held for sale
|
1,152
|
|
|
1,152
|
|
|
—
|
|
|
1,124
|
|
|
28
|
|
|||||
Loans (excluding leases), net of unearned income and allowance for loan losses(2)(3)
|
86,723
|
|
|
86,504
|
|
|
—
|
|
|
—
|
|
|
86,504
|
|
|||||
Other earning assets(4)
|
1,009
|
|
|
1,009
|
|
|
363
|
|
|
646
|
|
|
—
|
|
|||||
Derivative assets
|
1,945
|
|
|
1,945
|
|
|
2
|
|
|
1,899
|
|
|
44
|
|
|||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative liabilities
|
416
|
|
|
416
|
|
|
3
|
|
|
402
|
|
|
11
|
|
|||||
Deposits
|
116,779
|
|
|
116,834
|
|
|
—
|
|
|
116,834
|
|
|
—
|
|
|||||
Long-term borrowings
|
6,408
|
|
|
8,231
|
|
|
—
|
|
|
6,773
|
|
|
1,458
|
|
|||||
Loan commitments and letters of credit
|
171
|
|
|
710
|
|
|
—
|
|
|
—
|
|
|
710
|
|
(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 June 30, 2020 was $219 million or 0.3 percent, reflecting tightening of credit spreads as of June 30, 2020, following a significant widening in the first quarter of 2020, and PPP loan valuation at par.
|
(3)
|
Excluded from this table is the capital lease carrying amount of $1.5 billion at June 30, 2020.
|
(4)
|
Excluded from this table is the operating lease carrying amount of $229 million at June 30, 2020.
|
|
December 31, 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.
|
|
Three Months Ended June 30, 2020
|
||||||||||||||||||
|
Corporate Bank
|
|
Consumer
Bank
|
|
Wealth
Management
|
|
Other
|
|
Consolidated
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Net interest income (loss)
|
$
|
452
|
|
|
$
|
555
|
|
|
$
|
36
|
|
|
$
|
(71
|
)
|
|
$
|
972
|
|
Provision (credit) for credit losses (1)
|
78
|
|
|
80
|
|
|
4
|
|
|
720
|
|
|
882
|
|
|||||
Non-interest income
|
180
|
|
|
286
|
|
|
81
|
|
|
26
|
|
|
573
|
|
|||||
Non-interest expense
|
267
|
|
|
518
|
|
|
86
|
|
|
53
|
|
|
924
|
|
|||||
Income (loss) before income taxes
|
287
|
|
|
243
|
|
|
27
|
|
|
(818
|
)
|
|
(261
|
)
|
|||||
Income tax expense (benefit)
|
71
|
|
|
61
|
|
|
6
|
|
|
(185
|
)
|
|
(47
|
)
|
|||||
Net income (loss)
|
$
|
216
|
|
|
$
|
182
|
|
|
$
|
21
|
|
|
$
|
(633
|
)
|
|
$
|
(214
|
)
|
Average assets
|
$
|
65,592
|
|
|
$
|
34,391
|
|
|
$
|
2,009
|
|
|
$
|
37,828
|
|
|
$
|
139,820
|
|
|
Three Months Ended June 30, 2019
|
||||||||||||||||||
|
Corporate Bank
|
|
Consumer Bank
|
|
Wealth
Management
|
|
Other
|
|
Consolidated
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Net interest income (loss)
|
$
|
363
|
|
|
$
|
587
|
|
|
$
|
45
|
|
|
$
|
(53
|
)
|
|
$
|
942
|
|
Provision (credit) for credit losses (1)
|
49
|
|
|
84
|
|
|
4
|
|
|
(45
|
)
|
|
92
|
|
|||||
Non-interest income
|
134
|
|
|
292
|
|
|
82
|
|
|
(14
|
)
|
|
494
|
|
|||||
Non-interest expense
|
232
|
|
|
527
|
|
|
84
|
|
|
18
|
|
|
861
|
|
|||||
Income (loss) before income taxes
|
216
|
|
|
268
|
|
|
39
|
|
|
(40
|
)
|
|
483
|
|
|||||
Income tax expense (benefit)
|
54
|
|
|
67
|
|
|
10
|
|
|
(38
|
)
|
|
93
|
|
|||||
Net income (loss)
|
$
|
162
|
|
|
$
|
201
|
|
|
$
|
29
|
|
|
$
|
(2
|
)
|
|
$
|
390
|
|
Average assets
|
$
|
54,294
|
|
|
$
|
35,065
|
|
|
$
|
2,178
|
|
|
$
|
34,578
|
|
|
$
|
126,115
|
|
|
Six Months Ended June 30, 2020
|
||||||||||||||||||
|
Corporate Bank
|
|
Consumer Bank
|
|
Wealth
Management
|
|
Other
|
|
Consolidated
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Net interest income (loss)
|
$
|
806
|
|
|
$
|
1,099
|
|
|
$
|
75
|
|
|
$
|
(80
|
)
|
|
$
|
1,900
|
|
Provision (credit) for credit losses (1)
|
130
|
|
|
168
|
|
|
7
|
|
|
950
|
|
|
1,255
|
|
|||||
Non-interest income
|
284
|
|
|
602
|
|
|
167
|
|
|
5
|
|
|
1,058
|
|
|||||
Non-interest expense
|
503
|
|
|
1,018
|
|
|
173
|
|
|
66
|
|
|
1,760
|
|
|||||
Income (loss) before income taxes
|
457
|
|
|
515
|
|
|
62
|
|
|
(1,091
|
)
|
|
(57
|
)
|
|||||
Income tax expense (benefit)
|
114
|
|
|
129
|
|
|
15
|
|
|
(263
|
)
|
|
(5
|
)
|
|||||
Net income (loss)
|
$
|
343
|
|
|
$
|
386
|
|
|
$
|
47
|
|
|
$
|
(828
|
)
|
|
$
|
(52
|
)
|
Average assets
|
$
|
60,337
|
|
|
$
|
34,495
|
|
|
$
|
2,035
|
|
|
$
|
35,428
|
|
|
$
|
132,295
|
|
|
Six Months Ended June 30, 2019
|
||||||||||||||||||
|
Corporate Bank
|
|
Consumer Bank
|
|
Wealth
Management
|
|
Other
|
|
Consolidated
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Net interest income (loss)
|
$
|
722
|
|
|
$
|
1,165
|
|
|
$
|
92
|
|
|
$
|
(89
|
)
|
|
$
|
1,890
|
|
Provision (credit) for credit losses (1)
|
97
|
|
|
167
|
|
|
8
|
|
|
(89
|
)
|
|
183
|
|
|||||
Non-interest income
|
265
|
|
|
575
|
|
|
160
|
|
|
(4
|
)
|
|
996
|
|
|||||
Non-interest expense
|
468
|
|
|
1,048
|
|
|
169
|
|
|
36
|
|
|
1,721
|
|
|||||
Income (loss) before income taxes
|
422
|
|
|
525
|
|
|
75
|
|
|
(40
|
)
|
|
982
|
|
|||||
Income tax expense (benefit)
|
106
|
|
|
131
|
|
|
19
|
|
|
(58
|
)
|
|
198
|
|
|||||
Net income (loss)
|
$
|
316
|
|
|
$
|
394
|
|
|
$
|
56
|
|
|
$
|
18
|
|
|
$
|
784
|
|
Average assets
|
$
|
54,074
|
|
|
$
|
35,232
|
|
|
$
|
2,190
|
|
|
$
|
34,334
|
|
|
$
|
125,830
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
|
(In millions)
|
||||||
Unused commitments to extend credit
|
$
|
55,459
|
|
|
$
|
52,976
|
|
Standby letters of credit
|
1,528
|
|
|
1,521
|
|
||
Commercial letters of credit
|
63
|
|
|
59
|
|
||
Liabilities associated with standby letters of credit
|
22
|
|
|
22
|
|
||
Assets associated with standby letters of credit
|
22
|
|
|
23
|
|
||
Reserve for unfunded credit commitments
|
149
|
|
|
45
|
|
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
|
(In millions)
|
||||||
U.S. Treasury securities
|
$
|
181
|
|
|
$
|
182
|
|
Federal agency securities
|
42
|
|
|
43
|
|
||
Mortgage-backed securities:
|
|
|
|
||||
Residential agency
|
17,113
|
|
|
16,226
|
|
||
Residential non-agency
|
1
|
|
|
1
|
|
||
Commercial agency
|
5,829
|
|
|
5,388
|
|
||
Commercial non-agency
|
616
|
|
|
647
|
|
||
Corporate and other debt securities
|
1,371
|
|
|
1,451
|
|
||
|
$
|
25,153
|
|
|
$
|
23,938
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
|
(In millions, net of unearned income)
|
||||||
Commercial and industrial
|
$
|
47,670
|
|
|
$
|
39,971
|
|
Commercial real estate mortgage—owner-occupied (1)
|
5,491
|
|
|
5,537
|
|
||
Commercial real estate construction—owner-occupied (1)
|
314
|
|
|
331
|
|
||
Total commercial
|
53,475
|
|
|
45,839
|
|
||
Commercial investor real estate mortgage
|
5,221
|
|
|
4,936
|
|
||
Commercial investor real estate construction
|
1,908
|
|
|
1,621
|
|
||
Total investor real estate
|
7,129
|
|
|
6,557
|
|
||
Residential first mortgage
|
15,382
|
|
|
14,485
|
|
||
Home equity lines
|
4,953
|
|
|
5,300
|
|
||
Home equity loans
|
2,937
|
|
|
3,084
|
|
||
Indirect—vehicles
|
1,331
|
|
|
1,812
|
|
||
Indirect—other consumer
|
3,022
|
|
|
3,249
|
|
||
Consumer credit card
|
1,213
|
|
|
1,387
|
|
||
Other consumer
|
1,106
|
|
|
1,250
|
|
||
Total consumer
|
29,944
|
|
|
30,567
|
|
||
|
$
|
90,548
|
|
|
$
|
82,963
|
|
|
June 30, 2020
|
||||||||||
|
Loans
|
|
Unfunded Commitments
|
|
Total Exposure
|
||||||
|
(In millions)
|
||||||||||
Administrative, support, waste and repair
|
$
|
1,829
|
|
|
$
|
979
|
|
|
$
|
2,808
|
|
Agriculture
|
517
|
|
|
250
|
|
|
767
|
|
|||
Educational services
|
3,172
|
|
|
902
|
|
|
4,074
|
|
|||
Energy
|
2,195
|
|
|
2,108
|
|
|
4,303
|
|
|||
Financial services
|
4,281
|
|
|
4,784
|
|
|
9,065
|
|
|||
Government and public sector
|
3,044
|
|
|
606
|
|
|
3,650
|
|
|||
Healthcare
|
4,797
|
|
|
2,389
|
|
|
7,186
|
|
|||
Information
|
1,832
|
|
|
904
|
|
|
2,736
|
|
|||
Manufacturing
|
5,176
|
|
|
4,157
|
|
|
9,333
|
|
|||
Professional, scientific and technical services
|
2,601
|
|
|
1,415
|
|
|
4,016
|
|
|||
Real estate (3)
|
8,431
|
|
|
6,907
|
|
|
15,338
|
|
|||
Religious, leisure, personal and non-profit services
|
2,263
|
|
|
730
|
|
|
2,993
|
|
|||
Restaurant, accommodation and lodging
|
2,480
|
|
|
338
|
|
|
2,818
|
|
|||
Retail trade
|
3,119
|
|
|
1,891
|
|
|
5,010
|
|
|||
Transportation and warehousing
|
2,701
|
|
|
1,176
|
|
|
3,877
|
|
|||
Utilities
|
1,901
|
|
|
2,774
|
|
|
4,675
|
|
|||
Wholesale goods
|
3,348
|
|
|
3,002
|
|
|
6,350
|
|
|||
Other (1)
|
(212
|
)
|
|
2,180
|
|
|
1,968
|
|
|||
Total commercial
|
$
|
53,475
|
|
|
$
|
37,492
|
|
|
$
|
90,967
|
|
|
December 31, 2019 (2)
|
||||||||||
|
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 (3)
|
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
|
|
(1)
|
"Other" contains balances related to non-classifiable and invalid business industry codes offset by payments in process and fee accounts that are not available at the loan level.
|
(2)
|
As customers' businesses evolve (e.g. up or down the vertical manufacturing chain), Regions may need to change the assigned business industry code used to define the customer relationship. When these changes occur, Regions does not recast the customer history for prior periods into the new classification because the business industry code used in the prior period was deemed appropriate. As a result, comparable period changes may be impacted.
|
(3)
|
"Real estate" includes REITs, which are unsecured commercial and industrial products that are real estate related.
|
|
June 30, 2020
|
||||||||||||||||||||
|
Balance Outstanding
|
|
% of Total Loans
|
|
Utilization %
|
|
Leveraged % of Balance
|
|
SNC % of Balance
|
|
% Deferral
|
|
% Criticized
|
||||||||
|
($ in millions)
|
||||||||||||||||||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Energy - E&P, oilfield services
|
$
|
1,367
|
|
|
1.5
|
%
|
|
66
|
%
|
|
—
|
%
|
|
80
|
%
|
|
6
|
%
|
|
48
|
%
|
Freight transportation- local general freight, freight arrangement
|
261
|
|
|
0.3
|
%
|
|
80
|
%
|
|
6
|
%
|
|
—
|
%
|
|
23
|
%
|
|
5
|
%
|
|
Healthcare - offices of physicians and other health practitioners
|
1,130
|
|
|
1.2
|
%
|
|
72
|
%
|
|
4
|
%
|
|
4
|
%
|
|
32
|
%
|
|
4
|
%
|
|
Other consumer services - personal care services, religious organizations, dry cleaning and laundry services
|
463
|
|
|
0.5
|
%
|
|
75
|
%
|
|
—
|
%
|
|
—
|
%
|
|
29
|
%
|
|
8
|
%
|
|
Restaurants - full service, special food services
|
798
|
|
|
0.9
|
%
|
|
86
|
%
|
|
21
|
%
|
|
40
|
%
|
|
29
|
%
|
|
32
|
%
|
|
Retail (non-essential) - clothing
|
247
|
|
|
0.3
|
%
|
|
67
|
%
|
|
—
|
%
|
|
75
|
%
|
|
11
|
%
|
|
44
|
%
|
|
Travel and leisure - amusement, arts and recreation
|
649
|
|
|
0.7
|
%
|
|
76
|
%
|
|
37
|
%
|
|
48
|
%
|
|
17
|
%
|
|
17
|
%
|
|
Total commercial
|
4,915
|
|
|
5.4
|
%
|
|
73
|
%
|
|
10
|
%
|
|
40
|
%
|
|
21
|
%
|
|
25
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
REITs and IRE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Hotels - full service, limited service, extended stay
|
983
|
|
|
1.1
|
%
|
|
81
|
%
|
|
—
|
%
|
|
69
|
%
|
|
18
|
%
|
|
27
|
%
|
|
Retail (non-essential) - malls and outlet centers
|
2,529
|
|
|
2.8
|
%
|
|
65
|
%
|
|
—
|
%
|
|
77
|
%
|
|
9
|
%
|
|
25
|
%
|
|
Total REITs and IRE
|
3,512
|
|
|
3.9
|
%
|
|
69
|
%
|
|
—
|
%
|
|
75
|
%
|
|
11
|
%
|
|
25
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total COVID-19 high-risk industries
|
$
|
8,427
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2020
|
|||||||||||||||
|
Balance Outstanding
|
|
% Outstanding
|
|
Utilization Rate
|
|
Criticized Balances
|
|
% Criticized
|
|||||||
|
(In millions)
|
|||||||||||||||
Oilfield services and supply
|
$
|
360
|
|
|
17
|
%
|
|
70
|
%
|
|
$
|
187
|
|
|
52
|
%
|
E&P
|
1,007
|
|
|
46
|
%
|
|
65
|
%
|
|
472
|
|
|
47
|
%
|
||
Midstream
|
646
|
|
|
29
|
%
|
|
41
|
%
|
|
132
|
|
|
20
|
%
|
||
Downstream
|
97
|
|
|
4
|
%
|
|
26
|
%
|
|
—
|
|
|
—
|
%
|
||
Other
|
72
|
|
|
3
|
%
|
|
25
|
%
|
|
43
|
|
|
60
|
%
|
||
PPP
|
13
|
|
|
1
|
%
|
|
100
|
%
|
|
—
|
|
|
—
|
%
|
||
Total energy
|
$
|
2,195
|
|
|
100
|
%
|
|
51
|
%
|
|
$
|
834
|
|
|
38
|
%
|
|
June 30, 2020
|
|||||||||||||||
|
Balance Outstanding
|
|
% Outstanding
|
|
Utilization Rate
|
|
Criticized Balances
|
|
% Criticized
|
|||||||
|
(In millions)
|
|||||||||||||||
Quick service
|
$
|
1,280
|
|
|
56
|
%
|
|
84
|
%
|
|
$
|
168
|
|
|
13
|
%
|
Casual dining
|
487
|
|
|
21
|
%
|
|
87
|
%
|
|
254
|
|
|
52
|
%
|
||
Other
|
149
|
|
|
6
|
%
|
|
90
|
%
|
|
20
|
|
|
13
|
%
|
||
PPP
|
396
|
|
|
17
|
%
|
|
100
|
%
|
|
—
|
|
|
—
|
%
|
||
Total restaurant
|
$
|
2,312
|
|
|
100
|
%
|
|
87
|
%
|
|
$
|
442
|
|
|
19
|
%
|
|
June 30, 2020
|
|||||||||||||||
|
Balance Outstanding
|
|
% Outstanding
|
|
Utilization Rate
|
|
Criticized Balances
|
|
% Criticized
|
|||||||
|
(In millions)
|
|||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|||||||
REITs
|
$
|
714
|
|
|
62
|
%
|
|
80
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Consumer services
|
131
|
|
|
12
|
%
|
|
95
|
%
|
|
1
|
|
|
1
|
%
|
||
PPP
|
37
|
|
|
3
|
%
|
|
100
|
%
|
|
—
|
|
|
—
|
%
|
||
Total commercial
|
882
|
|
|
77
|
%
|
|
|
|
1
|
|
|
1
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
IRE:
|
|
|
|
|
|
|
|
|
|
|||||||
IRE - mortgage
|
238
|
|
|
21
|
%
|
|
96
|
%
|
|
236
|
|
|
99
|
%
|
||
IRE - construction
|
31
|
|
|
2
|
%
|
|
39
|
%
|
|
31
|
|
|
100
|
%
|
||
Total IRE
|
269
|
|
|
23
|
%
|
|
|
|
267
|
|
|
99
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
Total hotel-related
|
$
|
1,151
|
|
|
100
|
%
|
|
83
|
%
|
|
$
|
268
|
|
|
23
|
%
|
|
June 30, 2020
|
|||||||||||||||
|
Balance Outstanding
|
|
% Outstanding
|
|
Utilization Rate
|
|
Criticized balances
|
|
Criticized percentage
|
|||||||
|
(In millions)
|
|||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|||||||
REITs
|
$
|
1,789
|
|
|
32
|
%
|
|
57
|
%
|
|
$
|
92
|
|
|
5
|
%
|
Commercial and industrial- leveraged
|
229
|
|
|
4
|
%
|
|
60
|
%
|
|
—
|
|
|
—
|
%
|
||
Commercial and industrial- not leveraged
|
1,266
|
|
|
22
|
%
|
|
55
|
%
|
|
29
|
|
|
2
|
%
|
||
Asset-based lending
|
588
|
|
|
10
|
%
|
|
48
|
%
|
|
163
|
|
|
28
|
%
|
||
PPP
|
334
|
|
|
7
|
%
|
|
100
|
%
|
|
—
|
|
|
—
|
%
|
||
CRE- owner-occupied
|
702
|
|
|
12
|
%
|
|
94
|
%
|
|
24
|
|
|
3
|
%
|
||
Total commercial
|
4,908
|
|
|
87
|
%
|
|
|
|
308
|
|
|
6
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
IRE
|
740
|
|
|
13
|
%
|
|
94
|
%
|
|
532
|
|
|
72
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|||||||
Total commercial and IRE retail-related
|
$
|
5,648
|
|
|
100
|
%
|
|
63
|
%
|
|
$
|
840
|
|
|
15
|
%
|
|
June 30, 2020
|
||||||||||||||||||
|
Residential
First Mortgage
|
|
Home Equity Lines of Credit
|
|
Home Equity Loans
|
||||||||||||||
|
|
1st Lien
|
|
2nd Lien
|
|
1st Lien
|
|
2nd Lien
|
|||||||||||
|
(In millions)
|
||||||||||||||||||
Estimated current LTV:
|
|
|
|
|
|
|
|
|
|
||||||||||
Above 100%
|
$
|
32
|
|
|
$
|
7
|
|
|
$
|
9
|
|
|
$
|
8
|
|
|
$
|
4
|
|
80% - 100%
|
2,338
|
|
|
64
|
|
|
149
|
|
|
42
|
|
|
22
|
|
|||||
Below 80%
|
12,734
|
|
|
2,551
|
|
|
2,052
|
|
|
2,612
|
|
|
232
|
|
|||||
Data not available
|
278
|
|
|
40
|
|
|
81
|
|
|
13
|
|
|
4
|
|
|||||
|
$
|
15,382
|
|
|
$
|
2,662
|
|
|
$
|
2,291
|
|
|
$
|
2,675
|
|
|
$
|
262
|
|
|
December 31, 2019
|
||||||||||||||||||
|
Residential
First Mortgage
|
|
Home Equity Lines of Credit
|
|
Home Equity Loans
|
||||||||||||||
|
|
1st Lien
|
|
2nd Lien
|
|
1st Lien
|
|
2nd Lien
|
|||||||||||
|
(In millions)
|
||||||||||||||||||
Estimated current LTV:
|
|
|
|
|
|
|
|
|
|
||||||||||
Above 100%
|
$
|
32
|
|
|
$
|
8
|
|
|
$
|
18
|
|
|
$
|
9
|
|
|
$
|
5
|
|
80% - 100%
|
1,745
|
|
|
86
|
|
|
208
|
|
|
39
|
|
|
29
|
|
|||||
Below 80%
|
12,438
|
|
|
2,659
|
|
|
2,195
|
|
|
2,731
|
|
|
252
|
|
|||||
Data not available
|
270
|
|
|
35
|
|
|
91
|
|
|
14
|
|
|
5
|
|
|||||
|
$
|
14,485
|
|
|
$
|
2,788
|
|
|
$
|
2,512
|
|
|
$
|
2,793
|
|
|
$
|
291
|
|
|
Three months ended June 30, 2020
|
||
|
(In millions)
|
||
Allowance for credit losses at April 1
|
$
|
1,665
|
|
Initial allowance on acquired PCD loans
|
60
|
|
|
Provision over net charge-offs:
|
|
||
Economic outlook and adjustments
|
287
|
|
|
Changes in portfolio credit quality
|
382
|
|
|
Changes in specific reserves
|
(10
|
)
|
|
Portfolio growth (run-off) (1)
|
(35
|
)
|
|
Provision impact of non-PCD acquired loans(3)
|
76
|
|
|
Total provision over net charge-offs
|
700
|
|
|
Allowance for credit losses at June 30
|
$
|
2,425
|
|
|
Six months ended June 30, 2020
|
||
|
(In millions)
|
||
Allowance for credit losses at January 1 (as adjusted for change in accounting guidance) (2)
|
$
|
1,415
|
|
Initial allowance on acquired PCD loans
|
60
|
|
|
Provision over net charge-offs:
|
|
||
Economic outlook and adjustments
|
510
|
|
|
Changes in portfolio credit quality
|
424
|
|
|
Changes in specific reserves
|
26
|
|
|
Portfolio growth (run-off) (1)
|
(86
|
)
|
|
Provision impact of non-PCD acquired loans(3)
|
76
|
|
|
Total provision over net charge-offs
|
950
|
|
|
Allowance for credit losses at June 30
|
$
|
2,425
|
|
(1)
|
Portfolio growth does not include PPP loans of $4.5 billion, which are fully backed by the U.S. government and do not have an associated allowance.
|
(2)
|
Regions adopted the CECL accounting guidance on January 1, 2020 and recorded the cumulative effect of the change in accounting guidance as a reduction to retained earnings and an increase to deferred tax assets. See Note 1 for additional details.
|
(3)
|
This balance includes $64 million related to the initial allowance for non-PCD loans acquired as part of the Ascentium acquisition.
|
|
Six Months Ended June 30
|
||||||
|
2020
|
|
2019
|
||||
|
(Dollars in millions)
|
||||||
Allowance for loan losses at January 1
|
$
|
869
|
|
|
$
|
840
|
|
Cumulative change in accounting guidance (1)
|
438
|
|
|
—
|
|
||
Allowance for loan losses, January 1 (as adjusted for change in accounting guidance) (1)
|
1,307
|
|
|
840
|
|
||
|
|
|
|
||||
Loans charged-off:
|
|
|
|
||||
Commercial and industrial
|
207
|
|
|
69
|
|
||
Commercial real estate mortgage—owner-occupied
|
6
|
|
|
5
|
|
||
Residential first mortgage
|
2
|
|
|
3
|
|
||
Home equity lines
|
7
|
|
|
8
|
|
||
Home equity loans
|
1
|
|
|
3
|
|
||
Indirect—vehicles
|
12
|
|
|
15
|
|
||
Indirect—other consumer
|
41
|
|
|
35
|
|
||
Consumer credit card
|
33
|
|
|
34
|
|
||
Other consumer
|
39
|
|
|
43
|
|
||
|
348
|
|
|
215
|
|
||
Recoveries of loans previously charged-off:
|
|
|
|
||||
Commercial and industrial
|
14
|
|
|
12
|
|
||
Commercial real estate mortgage—owner-occupied
|
3
|
|
|
3
|
|
||
Commercial investor real estate mortgage
|
1
|
|
|
1
|
|
||
Commercial investor real estate construction
|
—
|
|
|
1
|
|
||
Residential first mortgage
|
2
|
|
|
2
|
|
||
Home equity lines
|
5
|
|
|
6
|
|
||
Home equity loans
|
1
|
|
|
2
|
|
||
Indirect—vehicles
|
5
|
|
|
7
|
|
||
Indirect—other consumer
|
—
|
|
|
—
|
|
||
Consumer credit card
|
5
|
|
|
4
|
|
||
Other consumer
|
7
|
|
|
7
|
|
||
|
43
|
|
|
45
|
|
||
Net charge-offs:
|
|
|
|
||||
Commercial and industrial
|
193
|
|
|
57
|
|
||
Commercial real estate mortgage—owner-occupied
|
3
|
|
|
2
|
|
||
Commercial investor real estate mortgage
|
(1
|
)
|
|
(1
|
)
|
||
Commercial investor real estate construction
|
—
|
|
|
(1
|
)
|
||
Residential first mortgage
|
—
|
|
|
1
|
|
||
Home equity lines
|
2
|
|
|
2
|
|
||
Home equity loans
|
—
|
|
|
1
|
|
||
Indirect—vehicles
|
7
|
|
|
8
|
|
||
Indirect—other consumer
|
41
|
|
|
35
|
|
||
Consumer credit card
|
28
|
|
|
30
|
|
||
Other consumer
|
32
|
|
|
36
|
|
||
|
305
|
|
|
170
|
|
||
Provision for loan losses
|
1,214
|
|
|
183
|
|
||
Initial allowance on acquired PCD loans
|
60
|
|
|
—
|
|
||
Allowance for loan losses at June 30
|
2,276
|
|
|
853
|
|
||
Reserve for unfunded credit commitments at beginning of year
|
45
|
|
|
51
|
|
||
Cumulative change in accounting guidance (1)
|
63
|
|
|
—
|
|
||
Provision (credit) for unfunded credit losses
|
41
|
|
|
(1
|
)
|
||
Reserve for unfunded credit commitments at June 30
|
149
|
|
|
50
|
|
||
Allowance for credit losses at June 30
|
$
|
2,425
|
|
|
$
|
903
|
|
Loans, net of unearned income, outstanding at end of period
|
$
|
90,548
|
|
|
$
|
83,553
|
|
Average loans, net of unearned income, outstanding for the period
|
$
|
87,607
|
|
|
$
|
83,816
|
|
|
|
Six Months Ended June 30
|
||||||
|
2020
|
|
2019
|
||||
|
(Dollars in millions)
|
||||||
Ratios:
|
|
|
|
||||
Allowance for credit losses at end of period to loans, net of unearned income
|
2.68
|
%
|
|
1.08
|
%
|
||
Allowance for credit losses at end of period to loans, excluding PPP, net (non-GAAP) (2)
|
2.82
|
%
|
|
1.08
|
%
|
||
Allowance for loan losses at end of period to loans, net of unearned income
|
2.51
|
%
|
|
1.02
|
%
|
||
Allowance for credit losses at end of period to non-performing loans, excluding loans held for sale
|
395
|
%
|
|
169
|
%
|
||
Allowance for loan losses at end of period to non-performing loans, excluding loans held for sale
|
370
|
%
|
|
160
|
%
|
||
Net charge-offs as percentage of average loans, net of unearned income (annualized)
|
0.70
|
%
|
|
0.41
|
%
|
(1)
|
Regions adopted the CECL accounting guidance on January 1, 2020 and recorded the cumulative effect of the change in accounting guidance as a reduction to retained earnings and an increase to deferred tax assets. See Note 1 for additional details.
|
(2)
|
See Table 23 for calculation.
|
|
June 30, 2020
|
|
January 1, 2020
|
||||||||||||||||||
|
Loan Balance
|
|
Allowance Allocation
|
|
Allowance to Loans %
|
|
Loan Balance
|
|
Allowance Allocation
|
|
Allowance to Loans %
|
||||||||||
Commercial and industrial
|
$
|
47,670
|
|
|
$
|
1,109
|
|
|
2.33
|
%
|
|
$
|
39,971
|
|
|
$
|
443
|
|
|
1.11
|
%
|
Commercial real estate mortgage—owner-occupied
|
5,491
|
|
|
249
|
|
|
4.53
|
%
|
|
5,537
|
|
|
153
|
|
|
2.76
|
%
|
||||
Commercial real estate construction—owner-occupied
|
314
|
|
|
20
|
|
|
6.37
|
%
|
|
331
|
|
|
14
|
|
|
4.23
|
%
|
||||
Total commercial
|
53,475
|
|
|
1,378
|
|
|
2.58
|
%
|
|
45,839
|
|
|
610
|
|
|
1.33
|
%
|
||||
Commercial investor real estate mortgage
|
5,221
|
|
|
132
|
|
|
2.53
|
%
|
|
4,936
|
|
|
54
|
|
|
1.09
|
%
|
||||
Commercial investor real estate construction
|
1,908
|
|
|
55
|
|
|
2.88
|
%
|
|
1,621
|
|
|
16
|
|
|
0.99
|
%
|
||||
Total investor real estate
|
7,129
|
|
|
187
|
|
|
2.62
|
%
|
|
6,557
|
|
|
70
|
|
|
1.07
|
%
|
||||
Residential first mortgage
|
15,382
|
|
|
151
|
|
|
0.98
|
%
|
|
14,485
|
|
|
86
|
|
|
0.59
|
%
|
||||
Home equity lines
|
4,953
|
|
|
146
|
|
|
2.95
|
%
|
|
5,300
|
|
|
144
|
|
|
2.72
|
%
|
||||
Home equity loans
|
2,937
|
|
|
42
|
|
|
1.43
|
%
|
|
3,084
|
|
|
32
|
|
|
1.04
|
%
|
||||
Indirect—vehicles
|
1,331
|
|
|
34
|
|
|
2.55
|
%
|
|
1,812
|
|
|
26
|
|
|
1.43
|
%
|
||||
Indirect—other consumer
|
3,022
|
|
|
278
|
|
|
9.20
|
%
|
|
3,249
|
|
|
267
|
|
|
8.22
|
%
|
||||
Consumer credit card
|
1,213
|
|
|
143
|
|
|
11.79
|
%
|
|
1,387
|
|
|
112
|
|
|
8.07
|
%
|
||||
Other consumer
|
1,106
|
|
|
66
|
|
|
5.97
|
%
|
|
1,250
|
|
|
68
|
|
|
5.44
|
%
|
||||
Total consumer
|
29,944
|
|
|
860
|
|
|
2.87
|
%
|
|
30,567
|
|
|
735
|
|
|
2.40
|
%
|
||||
|
$
|
90,548
|
|
|
$
|
2,425
|
|
|
2.68
|
%
|
|
$
|
82,963
|
|
|
$
|
1,415
|
|
|
1.71
|
%
|
|
June 30, 2020
|
|
December 31, 2019
|
||||||||||||
|
Loan
Balance
|
|
Allowance for Credit Losses
|
|
Loan
Balance
|
|
Allowance for Credit Losses
|
||||||||
|
(In millions)
|
||||||||||||||
Accruing:
|
|
|
|
|
|
|
|
||||||||
Commercial
|
$
|
49
|
|
|
$
|
4
|
|
|
$
|
106
|
|
|
$
|
15
|
|
Investor real estate
|
6
|
|
|
1
|
|
|
32
|
|
|
3
|
|
||||
Residential first mortgage
|
178
|
|
|
24
|
|
|
177
|
|
|
18
|
|
||||
Home equity lines
|
38
|
|
|
6
|
|
|
42
|
|
|
2
|
|
||||
Home equity loans
|
90
|
|
|
10
|
|
|
109
|
|
|
5
|
|
||||
Consumer credit card
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Other consumer
|
3
|
|
|
—
|
|
|
4
|
|
|
—
|
|
||||
|
365
|
|
|
45
|
|
|
471
|
|
|
43
|
|
||||
Non-accrual status or 90 days past due and still accruing:
|
|
|
|
|
|
|
|
||||||||
Commercial
|
214
|
|
|
9
|
|
|
139
|
|
|
20
|
|
||||
Investor real estate
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Residential first mortgage
|
37
|
|
|
5
|
|
|
40
|
|
|
4
|
|
||||
Home equity lines
|
3
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
Home equity loans
|
7
|
|
|
1
|
|
|
6
|
|
|
—
|
|
||||
|
261
|
|
|
15
|
|
|
188
|
|
|
24
|
|
||||
Total TDRs - Loans
|
$
|
626
|
|
|
$
|
60
|
|
|
$
|
659
|
|
|
$
|
67
|
|
|
|
|
|
|
|
|
|
||||||||
TDRs - Held For Sale
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Total TDRs
|
$
|
626
|
|
|
$
|
60
|
|
|
$
|
660
|
|
|
$
|
67
|
|
|
Six Months Ended June 30, 2020
|
|
Six Months Ended June 30, 2019
|
||||||||||||
|
Commercial
|
|
Investor
Real Estate |
|
Commercial
|
|
Investor
Real Estate |
||||||||
|
(In millions)
|
||||||||||||||
Balance, beginning of period
|
$
|
245
|
|
|
$
|
33
|
|
|
$
|
291
|
|
|
$
|
19
|
|
Additions
|
208
|
|
|
—
|
|
|
100
|
|
|
2
|
|
||||
Charge-offs
|
(52
|
)
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
||||
Other activity, inclusive of payments and removals (1)
|
(138
|
)
|
|
(27
|
)
|
|
(94
|
)
|
|
(1
|
)
|
||||
Balance, end of period
|
$
|
263
|
|
|
$
|
6
|
|
|
$
|
283
|
|
|
$
|
20
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
|
(Dollars in millions)
|
||||||
Non-performing loans:
|
|
|
|
||||
Commercial and industrial
|
$
|
445
|
|
|
$
|
347
|
|
Commercial real estate mortgage—owner-occupied
|
74
|
|
|
73
|
|
||
Commercial real estate construction—owner-occupied
|
10
|
|
|
11
|
|
||
Total commercial
|
529
|
|
|
431
|
|
||
Commercial investor real estate mortgage
|
1
|
|
|
2
|
|
||
Total investor real estate
|
1
|
|
|
2
|
|
||
Residential first mortgage
|
32
|
|
|
27
|
|
||
Home equity lines
|
46
|
|
|
41
|
|
||
Home equity loans
|
6
|
|
|
6
|
|
||
Total consumer
|
84
|
|
|
74
|
|
||
Total non-performing loans, excluding loans held for sale
|
614
|
|
|
507
|
|
||
Non-performing loans held for sale
|
10
|
|
|
13
|
|
||
Total non-performing loans(1)
|
624
|
|
|
520
|
|
||
Foreclosed properties
|
43
|
|
|
53
|
|
||
Non-marketable investments received in foreclosure
|
—
|
|
|
5
|
|
||
Total non-performing assets(1)
|
$
|
667
|
|
|
$
|
578
|
|
Accruing loans 90 days past due:
|
|
|
|
||||
Commercial and industrial
|
$
|
11
|
|
|
$
|
11
|
|
Commercial real estate mortgage—owner-occupied
|
3
|
|
|
1
|
|
||
Total commercial
|
14
|
|
|
12
|
|
||
Residential first mortgage(2)
|
75
|
|
|
70
|
|
||
Home equity lines
|
26
|
|
|
32
|
|
||
Home equity loans
|
12
|
|
|
10
|
|
||
Indirect—vehicles
|
8
|
|
|
7
|
|
||
Indirect—other consumer
|
3
|
|
|
3
|
|
||
Consumer credit card
|
17
|
|
|
19
|
|
||
Other consumer
|
5
|
|
|
5
|
|
||
Total consumer
|
146
|
|
|
146
|
|
||
|
$
|
160
|
|
|
$
|
158
|
|
Non-performing loans(1) to loans and non-performing loans held for sale
|
0.69
|
%
|
|
0.63
|
%
|
||
Non-performing assets(1) to loans, foreclosed properties, non-marketable investments, and non-performing loans held for sale
|
0.74
|
%
|
|
0.70
|
%
|
(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 $55 million at June 30, 2020 and $66 million at December 31, 2019.
|
|
Non-Accrual Loans, Excluding Loans Held for Sale
Six Months Ended June 30, 2020
|
||||||||||||||
|
Commercial
|
|
Investor
Real Estate |
|
Consumer(1)
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Balance at beginning of period
|
$
|
431
|
|
|
$
|
2
|
|
|
$
|
74
|
|
|
$
|
507
|
|
Additions
|
432
|
|
|
1
|
|
|
12
|
|
|
445
|
|
||||
Net payments/other activity
|
(99
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(103
|
)
|
||||
Return to accrual
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
||||
Charge-offs on non-accrual loans(2)
|
(195
|
)
|
|
—
|
|
|
—
|
|
|
(195
|
)
|
||||
Transfers to held for sale(3)
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
||||
Transfers to real estate owned
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
||||
Sales
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
||||
Balance at end of period
|
$
|
529
|
|
|
$
|
1
|
|
|
$
|
84
|
|
|
$
|
614
|
|
|
Non-Accrual Loans, Excluding Loans Held for Sale
Six Months Ended June 30, 2019
|
||||||||||||||
|
Commercial
|
|
Investor
Real Estate
|
|
Consumer(1)
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Balance at beginning of period
|
$
|
382
|
|
|
$
|
11
|
|
|
$
|
103
|
|
|
$
|
496
|
|
Additions
|
250
|
|
|
1
|
|
|
—
|
|
|
251
|
|
||||
Net payments/other activity
|
(82
|
)
|
|
(4
|
)
|
|
(8
|
)
|
|
(94
|
)
|
||||
Return to accrual
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
||||
Charge-offs on non-accrual loans(2)
|
(63
|
)
|
|
—
|
|
|
—
|
|
|
(63
|
)
|
||||
Transfers to held for sale(3)
|
(22
|
)
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
||||
Transfers to real estate owned
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||
Sales
|
(20
|
)
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
||||
Balance at end of period
|
$
|
430
|
|
|
$
|
8
|
|
|
$
|
95
|
|
|
$
|
533
|
|
(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 $4 million and $5 million recorded upon transfer for the six months ended June 30, 2020 and 2019, respectively.
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
|
(In millions)
|
||||||
Non-interest-bearing demand
|
$
|
47,964
|
|
|
$
|
34,113
|
|
Savings
|
10,698
|
|
|
8,640
|
|
||
Interest-bearing transaction
|
22,407
|
|
|
20,046
|
|
||
Money market—domestic
|
29,263
|
|
|
25,326
|
|
||
Time deposits
|
6,428
|
|
|
7,442
|
|
||
Customer deposits
|
116,760
|
|
|
95,567
|
|
||
Corporate treasury time deposits
|
19
|
|
|
108
|
|
||
Corporate treasury other deposits
|
—
|
|
|
1,800
|
|
||
|
$
|
116,779
|
|
|
$
|
97,475
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
|
(In millions)
|
||||||
Regions Financial Corporation (Parent):
|
|
|
|
||||
3.20% senior notes due February 2021
|
$
|
359
|
|
|
$
|
358
|
|
2.75% senior notes due August 2022
|
998
|
|
|
997
|
|
||
3.80% senior notes due August 2023
|
997
|
|
|
996
|
|
||
2.25% senior notes due April 2025
|
745
|
|
|
—
|
|
||
7.75% subordinated notes due September 2024
|
100
|
|
|
100
|
|
||
6.75% subordinated debentures due November 2025
|
156
|
|
|
156
|
|
||
7.375% subordinated notes due December 2037
|
298
|
|
|
298
|
|
||
Valuation adjustments on hedged long-term debt
|
115
|
|
|
45
|
|
||
|
3,768
|
|
|
2,950
|
|
||
Regions Bank:
|
|
|
|
||||
FHLB advances
|
401
|
|
|
2,501
|
|
||
2.75% senior notes due April 2021
|
191
|
|
|
549
|
|
||
3 month LIBOR plus 0.38% of floating rate senior notes due April 2021
|
66
|
|
|
350
|
|
||
3.374% senior notes converting to 3 month LIBOR plus 0.50%, callable August 2020, due August 2021
|
499
|
|
|
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
|
|
||
Ascentium note securitizations
|
459
|
|
|
—
|
|
||
Other long-term debt
|
30
|
|
|
32
|
|
||
Valuation adjustments on hedged long-term debt
|
—
|
|
|
4
|
|
||
|
2,640
|
|
|
4,929
|
|
||
Total consolidated
|
$
|
6,408
|
|
|
$
|
7,879
|
|
Transitional Basis Basel III Regulatory Capital Rules
|
June 30, 2020
Ratio (1)
|
|
December 31, 2019
Ratio
|
|
Minimum
Requirement
|
|
To Be Well
Capitalized
|
||||
Basel III common equity Tier 1 capital:
|
|
|
|
|
|
|
|
||||
Regions Financial Corporation
|
8.87
|
%
|
|
9.68
|
%
|
|
4.50
|
%
|
|
N/A
|
|
Regions Bank
|
11.06
|
|
|
11.58
|
|
|
4.50
|
|
|
6.50
|
%
|
Tier 1 capital:
|
|
|
|
|
|
|
|
||||
Regions Financial Corporation
|
10.38
|
%
|
|
10.91
|
%
|
|
6.00
|
%
|
|
6.00
|
%
|
Regions Bank
|
11.06
|
|
|
11.58
|
|
|
6.00
|
|
|
8.00
|
|
Total capital:
|
|
|
|
|
|
|
|
||||
Regions Financial Corporation
|
12.57
|
%
|
|
12.68
|
%
|
|
8.00
|
%
|
|
10.00
|
%
|
Regions Bank
|
12.77
|
|
|
12.92
|
|
|
8.00
|
|
|
10.00
|
|
Leverage capital:
|
|
|
|
|
|
|
|
||||
Regions Financial Corporation
|
8.43
|
%
|
|
9.65
|
%
|
|
4.00
|
%
|
|
N/A
|
|
Regions Bank
|
9.00
|
|
|
10.24
|
|
|
4.00
|
|
|
5.00
|
%
|
|
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
|
•
|
Preparation of Regions’ operating budgets
|
•
|
Monthly financial performance reporting
|
•
|
Monthly close-out reporting of consolidated results (management only)
|
•
|
Presentations to investors of Company performance
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
ADJUSTED AVERAGE BALANCES OF LOANS
|
|
|
|
|
|
|
|
||||||||
Average total loans
|
$
|
91,964
|
|
|
$
|
83,905
|
|
|
$
|
87,607
|
|
|
$
|
83,816
|
|
Less: Indirect—vehicles
|
1,441
|
|
|
2,578
|
|
|
1,561
|
|
|
2,750
|
|
||||
Adjusted average total loans (non-GAAP)
|
$
|
90,523
|
|
|
$
|
81,327
|
|
|
$
|
86,046
|
|
|
$
|
81,066
|
|
|
June 30, 2020
|
|
December 31, 2019
|
|
June 30, 2019
|
||||||
|
(Dollars in millions)
|
||||||||||
ACL/LOANS, EXCLUDING PPP, NET
|
|
|
|
|
|
||||||
Ending total loans
|
$
|
90,548
|
|
|
$
|
82,963
|
|
|
$
|
83,553
|
|
Less: SBA PPP loans
|
4,498
|
|
|
—
|
|
|
—
|
|
|||
Ending total loans excluding PPP, net (non-GAAP)
|
$
|
86,050
|
|
|
$
|
82,963
|
|
|
$
|
83,553
|
|
ACL at period end
|
$
|
2,425
|
|
|
$
|
914
|
|
|
$
|
903
|
|
ACL/Loans, excluding PPP, net (non-GAAP)
|
2.82
|
%
|
|
1.10
|
%
|
|
1.08
|
%
|
|
|
|
|
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
|
(Dollars in millions)
|
||||||||||||||
INCOME (LOSS)
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) (GAAP)
|
|
$
|
(214
|
)
|
|
$
|
390
|
|
|
$
|
(52
|
)
|
|
$
|
784
|
|
Preferred dividends (GAAP)
|
|
(23
|
)
|
|
(16
|
)
|
|
(46
|
)
|
|
(32
|
)
|
||||
Net income (loss) available to common shareholders (GAAP)
|
A
|
$
|
(237
|
)
|
|
$
|
374
|
|
|
$
|
(98
|
)
|
|
$
|
752
|
|
ADJUSTED EFFICIENCY AND FEE INCOME RATIOS
|
|
|
|
|
|
|
|
|
||||||||
Non-interest expense (GAAP)
|
B
|
$
|
924
|
|
|
$
|
861
|
|
|
$
|
1,760
|
|
|
$
|
1,721
|
|
Significant items:
|
|
|
|
|
|
|
|
|
||||||||
Branch consolidation, property and equipment charges
|
|
(10
|
)
|
|
(2
|
)
|
|
(21
|
)
|
|
(8
|
)
|
||||
Salary and employee benefits—severance charges
|
|
(2
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|
(4
|
)
|
||||
Loss on early extinguishment of debt
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
||||
Professional, legal and regulatory expenses
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
||||
Acquisition expenses
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||
Adjusted non-interest expense (non-GAAP)
|
C
|
$
|
898
|
|
|
$
|
857
|
|
|
$
|
1,722
|
|
|
$
|
1,709
|
|
Net interest income (GAAP)
|
D
|
$
|
972
|
|
|
$
|
942
|
|
|
$
|
1,900
|
|
|
$
|
1,890
|
|
Taxable-equivalent adjustment
|
|
13
|
|
|
14
|
|
|
25
|
|
|
27
|
|
||||
Net interest income, taxable-equivalent basis
|
E
|
985
|
|
|
956
|
|
|
1,925
|
|
|
1,917
|
|
||||
Non-interest income (GAAP)
|
F
|
573
|
|
|
494
|
|
|
1,058
|
|
|
996
|
|
||||
Significant items:
|
|
|
|
|
|
|
|
|
||||||||
Securities (gains) losses, net
|
|
(1
|
)
|
|
19
|
|
|
(1
|
)
|
|
26
|
|
||||
Leveraged lease termination gains
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
||||
Gain on sale of affordable housing residential mortgage loans (1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
||||
Adjusted non-interest income (non-GAAP)
|
G
|
$
|
572
|
|
|
$
|
513
|
|
|
$
|
1,055
|
|
|
$
|
1,014
|
|
Total revenue
|
D+F=H
|
$
|
1,545
|
|
|
$
|
1,436
|
|
|
$
|
2,958
|
|
|
$
|
2,886
|
|
Adjusted total revenue
|
D+G=I
|
$
|
1,544
|
|
|
$
|
1,455
|
|
|
$
|
2,955
|
|
|
$
|
2,904
|
|
Total revenue, taxable-equivalent basis
|
E+F=J
|
$
|
1,558
|
|
|
$
|
1,450
|
|
|
$
|
2,983
|
|
|
$
|
2,913
|
|
Adjusted total revenue, taxable-equivalent basis (non-GAAP)
|
E+G=K
|
$
|
1,557
|
|
|
$
|
1,469
|
|
|
$
|
2,980
|
|
|
$
|
2,931
|
|
Efficiency ratio (GAAP)
|
B/J
|
59.35
|
%
|
|
59.37
|
%
|
|
59.01
|
%
|
|
59.09
|
%
|
||||
Adjusted efficiency ratio (non-GAAP)
|
C/K
|
57.75
|
%
|
|
58.33
|
%
|
|
57.82
|
%
|
|
58.31
|
%
|
||||
Fee income ratio (GAAP)
|
F/J
|
36.78
|
%
|
|
34.09
|
%
|
|
35.48
|
%
|
|
34.20
|
%
|
||||
Adjusted fee income ratio (non-GAAP)
|
G/K
|
36.77
|
%
|
|
34.96
|
%
|
|
35.42
|
%
|
|
34.61
|
%
|
||||
RETURN ON AVERAGE TANGIBLE COMMON SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
||||||||
Average shareholders’ equity (GAAP)
|
|
$
|
17,384
|
|
|
$
|
15,927
|
|
|
$
|
16,922
|
|
|
$
|
15,562
|
|
Less: Average intangible assets (GAAP)
|
|
5,373
|
|
|
4,933
|
|
|
5,159
|
|
|
4,937
|
|
||||
Average deferred tax liability related to intangibles (GAAP)
|
|
(94
|
)
|
|
(94
|
)
|
|
(93
|
)
|
|
(94
|
)
|
||||
Average preferred stock (GAAP)
|
|
1,409
|
|
|
1,154
|
|
|
1,360
|
|
|
988
|
|
||||
Average tangible common shareholders’ equity (non-GAAP)
|
L
|
$
|
10,696
|
|
|
$
|
9,934
|
|
|
$
|
10,496
|
|
|
$
|
9,731
|
|
Return on average tangible common shareholders’ equity (non-GAAP)(2)
|
A/L
|
(8.90
|
)%
|
|
15.11
|
%
|
|
(1.87
|
)%
|
|
15.58
|
%
|
|
|
|
|
|
|
Three Months Ended June 30
|
||||||||||||||||||||
|
2020
|
|
2019
|
||||||||||||||||||
|
Average
Balance
|
|
Income/
Expense
|
|
Yield/
Rate
|
|
Average
Balance
|
|
Income/
Expense
|
|
Yield/
Rate
|
||||||||||
|
(Dollars in millions; yields on taxable-equivalent basis)
|
||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt securities (1)
|
$
|
23,828
|
|
|
$
|
148
|
|
|
2.49
|
%
|
|
$
|
24,675
|
|
|
$
|
163
|
|
|
2.65
|
%
|
Loans held for sale
|
807
|
|
|
6
|
|
|
3.06
|
|
|
398
|
|
|
4
|
|
|
4.14
|
|
||||
Loans, net of unearned income (2)(3)
|
91,964
|
|
|
911
|
|
|
3.96
|
|
|
83,905
|
|
|
1,006
|
|
|
4.79
|
|
||||
Other earning assets
|
7,541
|
|
|
11
|
|
|
0.53
|
|
|
2,299
|
|
|
18
|
|
|
3.07
|
|
||||
Total earning assets
|
124,140
|
|
|
1,076
|
|
|
3.46
|
|
|
111,277
|
|
|
1,191
|
|
|
4.27
|
|
||||
Unrealized gains/(losses) on securities available for sale, net (1)
|
1,031
|
|
|
|
|
|
|
(136
|
)
|
|
|
|
|
||||||||
Allowance for loan losses
|
(1,860
|
)
|
|
|
|
|
|
(857
|
)
|
|
|
|
|
||||||||
Cash and due from banks
|
2,070
|
|
|
|
|
|
|
1,857
|
|
|
|
|
|
||||||||
Other non-earning assets
|
14,439
|
|
|
|
|
|
|
13,974
|
|
|
|
|
|
||||||||
|
$
|
139,820
|
|
|
|
|
|
|
$
|
126,115
|
|
|
|
|
|
||||||
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Savings
|
$
|
10,152
|
|
|
3
|
|
|
0.13
|
|
|
$
|
8,806
|
|
|
3
|
|
|
0.16
|
|
||
Interest-bearing checking
|
21,755
|
|
|
6
|
|
|
0.11
|
|
|
18,869
|
|
|
33
|
|
|
0.71
|
|
||||
Money market
|
27,870
|
|
|
10
|
|
|
0.13
|
|
|
24,350
|
|
|
49
|
|
|
0.79
|
|
||||
Time deposits
|
6,690
|
|
|
21
|
|
|
1.26
|
|
|
7,800
|
|
|
33
|
|
|
1.69
|
|
||||
Other deposits
|
72
|
|
|
—
|
|
|
1.64
|
|
|
1,210
|
|
|
7
|
|
|
2.36
|
|
||||
Total interest-bearing deposits (4)
|
66,539
|
|
|
40
|
|
|
0.24
|
|
|
61,035
|
|
|
125
|
|
|
0.82
|
|
||||
Federal funds purchased and securities sold under agreements to repurchase
|
—
|
|
|
—
|
|
|
—
|
|
|
244
|
|
|
1
|
|
|
2.41
|
|
||||
Other short-term borrowings
|
1,558
|
|
|
2
|
|
|
0.53
|
|
|
1,965
|
|
|
13
|
|
|
2.54
|
|
||||
Long-term borrowings
|
7,567
|
|
|
49
|
|
|
2.56
|
|
|
10,855
|
|
|
96
|
|
|
3.52
|
|
||||
Total interest-bearing liabilities
|
75,664
|
|
|
91
|
|
|
0.48
|
|
|
74,099
|
|
|
235
|
|
|
1.27
|
|
||||
Non-interest-bearing deposits (4)
|
44,382
|
|
|
—
|
|
|
—
|
|
|
33,883
|
|
|
—
|
|
|
—
|
|
||||
Total funding sources
|
120,046
|
|
|
91
|
|
|
0.30
|
|
|
107,982
|
|
|
235
|
|
|
0.87
|
|
||||
Net interest spread (1)
|
|
|
|
|
2.98
|
|
|
|
|
|
|
3.00
|
|
||||||||
Other liabilities
|
2,390
|
|
|
|
|
|
|
2,195
|
|
|
|
|
|
||||||||
Shareholders’ equity
|
17,384
|
|
|
|
|
|
|
15,927
|
|
|
|
|
|
||||||||
Noncontrolling Interest
|
—
|
|
|
|
|
|
|
11
|
|
|
|
|
|
||||||||
|
$
|
139,820
|
|
|
|
|
|
|
$
|
126,115
|
|
|
|
|
|
||||||
Net interest income /margin on a taxable-equivalent basis (5)
|
|
|
$
|
985
|
|
|
3.19
|
%
|
|
|
|
$
|
956
|
|
|
3.45
|
%
|
(1)
|
Debt securities are included on an amortized cost basis with yield, net interest spread, and net interest margin calculated accordingly.
|
(2)
|
Loans, net of unearned income include non-accrual loans for all periods presented.
|
(3)
|
Interest income includes net loan fees of $3 million and $2 million for the three months ended June 30, 2020 and 2019, respectively.
|
(4)
|
Total deposit costs may be calculated by dividing total interest expense on deposits by the sum of interest-bearing deposits and non-interest-bearing deposits. The rates for total deposit costs equal 0.14% and 0.53% for the three months ended June 30, 2020 and 2019, respectively.
|
(5)
|
The computation of taxable-equivalent net interest income is based on the statutory federal income tax rate of 21% for both June 30, 2020 and 2019 adjusted for applicable state income taxes net of the related federal tax benefit.
|
|
Six Months Ended June 30
|
||||||||||||||||||||
|
2020
|
|
2019
|
||||||||||||||||||
|
Average Balance
|
|
Income/
Expense |
|
Yield/
Rate |
|
Average
Balance |
|
Income/
Expense |
|
Yield/
Rate |
||||||||||
|
(Dollars in millions; yields on taxable-equivalent basis)
|
||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt securities—taxable (1)
|
$
|
23,797
|
|
|
$
|
306
|
|
|
2.57
|
%
|
|
$
|
24,685
|
|
|
$
|
328
|
|
|
2.66
|
%
|
Loans held for sale
|
660
|
|
|
11
|
|
|
3.32
|
|
|
350
|
|
|
7
|
|
|
3.92
|
|
||||
Loans, net of unearned income (2)(3)
|
87,607
|
|
|
1,826
|
|
|
4.17
|
|
|
83,816
|
|
|
2,000
|
|
|
4.78
|
|
||||
Other earning assets
|
4,921
|
|
|
24
|
|
|
0.96
|
|
|
2,256
|
|
|
40
|
|
|
3.60
|
|
||||
Total earning assets
|
116,985
|
|
|
2,167
|
|
|
3.70
|
|
|
111,107
|
|
|
2,375
|
|
|
4.28
|
|
||||
Unrealized gains (losses) on securities available for sale, net (1)
|
771
|
|
|
|
|
|
|
(290
|
)
|
|
|
|
|
||||||||
Allowance for loan losses
|
(1,588
|
)
|
|
|
|
|
|
(850
|
)
|
|
|
|
|
||||||||
Cash and due from banks
|
1,992
|
|
|
|
|
|
|
1,875
|
|
|
|
|
|
||||||||
Other non-earning assets
|
14,135
|
|
|
|
|
|
|
13,988
|
|
|
|
|
|
||||||||
|
$
|
132,295
|
|
|
|
|
|
|
$
|
125,830
|
|
|
|
|
|
||||||
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Savings
|
$
|
9,487
|
|
|
7
|
|
|
0.15
|
|
|
$
|
8,829
|
|
|
7
|
|
|
0.17
|
|
||
Interest-bearing checking
|
20,514
|
|
|
28
|
|
|
0.28
|
|
|
19,087
|
|
|
66
|
|
|
0.70
|
|
||||
Money market
|
26,510
|
|
|
38
|
|
|
0.28
|
|
|
24,171
|
|
|
89
|
|
|
0.74
|
|
||||
Time deposits
|
6,996
|
|
|
47
|
|
|
1.35
|
|
|
7,637
|
|
|
60
|
|
|
1.59
|
|
||||
Other deposits
|
495
|
|
|
4
|
|
|
1.58
|
|
|
933
|
|
|
11
|
|
2.35
|
|
|||||
Total interest-bearing deposits (4)
|
64,002
|
|
|
124
|
|
|
0.39
|
|
|
60,657
|
|
|
233
|
|
0.77
|
|
|||||
Federal funds purchased and securities sold under agreements to repurchase
|
76
|
|
|
1
|
|
|
1.39
|
|
|
293
|
|
|
3
|
|
|
2.41
|
|
||||
Other short-term borrowings
|
1,601
|
|
|
9
|
|
|
1.13
|
|
|
1,851
|
|
|
24
|
|
|
2.54
|
|
||||
Long-term borrowings
|
7,985
|
|
|
108
|
|
|
2.69
|
|
|
11,301
|
|
|
198
|
|
|
3.49
|
|
||||
Total interest-bearing liabilities
|
73,664
|
|
|
242
|
|
|
0.66
|
|
|
74,102
|
|
|
458
|
|
1.25
|
|
|||||
Non-interest-bearing deposits (4)
|
39,294
|
|
|
—
|
|
|
—
|
|
|
33,889
|
|
|
—
|
|
|
—
|
|
||||
Total funding sources
|
112,958
|
|
|
242
|
|
|
0.43
|
|
|
107,991
|
|
|
458
|
|
0.85
|
|
|||||
Net interest spread (1)
|
|
|
|
|
3.04
|
|
|
|
|
|
|
3.03
|
|
||||||||
Other liabilities
|
2,415
|
|
|
|
|
|
|
2,272
|
|
|
|
|
|
||||||||
Stockholders’ equity
|
16,922
|
|
|
|
|
|
|
15,562
|
|
|
|
|
|
||||||||
Noncontrolling Interest
|
—
|
|
|
|
|
|
|
5
|
|
|
|
|
|
||||||||
|
$
|
132,295
|
|
|
|
|
|
|
$
|
125,830
|
|
|
|
|
|
||||||
Net interest income and other financing income/margin on a taxable-equivalent basis (1)(5)
|
|
|
$
|
1,925
|
|
|
3.31
|
%
|
|
|
|
$
|
1,917
|
|
|
3.48
|
%
|
(1)
|
Debt securities are included on an amortized cost basis with yield, net interest spread, and net interest margin calculated accordingly.
|
(2)
|
Loans, net of unearned income include non-accrual loans for all periods presented.
|
(3)
|
Interest income includes net loan fees of $5 million and $3 million for the six months ended June 30, 2020 and 2019, respectively.
|
(4)
|
Total deposit costs may be calculated by dividing total interest expense on deposits by the sum of interest-bearing deposits and non-interest-bearing deposits. The rates for total deposit costs equal 0.23% and 0.50% for the six months ended June 30, 2020 and 2019, respectively.
|
(5)
|
The computation of taxable-equivalent net interest income is based on the statutory federal income tax rate of 21% for both June 30, 2020 and 2019 adjusted for applicable state income taxes net of the related federal tax benefit.
|
|
Estimated Annual Change
in Net Interest Income
June 30, 2020(1)(2)
|
||
|
(In millions)
|
||
Gradual Change in Interest Rates
|
|
||
+ 200 basis points
|
|
$154
|
|
+ 100 basis points
|
94
|
|
|
- 100 basis points (floored)(3)
|
(57
|
)
|
|
|
|
||
Instantaneous Change in Interest Rates
|
|
||
+ 200 basis points
|
|
$160
|
|
+ 100 basis points
|
117
|
|
|
- 100 basis points (floored)(3)
|
(72
|
)
|
(1)
|
Disclosed interest rate sensitivity levels represent the 12 month forward looking net interest income changes as compared to market forward rate cases and include expected balance sheet growth and remixing.
|
(2)
|
Forward starting cash flow hedges already transacted will reduce sensitivity levels through 2020 as they continue to move into the measurement horizon. See Table 27 for additional information regarding hedge start dates.
|
(3)
|
The -100 basis point (floored) scenario represents a 12 month average rate shock of -16 basis points and -64 basis points to approximately zero for 1 month LIBOR and the 10 year U.S. Treasury yield, respectively. Mortgage yield shocks are floored at their historical minimums minus 35 basis points.
|
|
June 30, 2020
|
||||||||||||||
|
|
|
Weighted-Average
|
|
|
||||||||||
|
Notional
Amount |
|
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
|
$
|
3,100
|
|
|
2.9
|
|
|
1.7
|
%
|
|
0.2
|
%
|
|
—
|
%
|
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
|
|
|
|
||||||
Receive fixed/pay variable swaps
|
16,000
|
|
|
4.8
|
|
|
1.9
|
|
|
0.2
|
|
|
—
|
|
|
Interest rate floors
|
6,750
|
|
|
4.3
|
|
|
—
|
|
|
—
|
|
|
2.1
|
|
|
Total derivatives designated as hedging instruments
|
$
|
25,850
|
|
|
4.4
|
|
|
1.9
|
%
|
|
0.2
|
%
|
|
2.1
|
%
|
(1)
|
Variable rate indexes on swap and floor contracts reference a combination of short-term LIBOR benchmarks, primarily 1 month LIBOR.
|
|
Notional Amount
|
||||||||||||||||||||||||||
|
Years Ended
|
||||||||||||||||||||||||||
|
2020(1)(2)
|
|
2021(1)(2)
|
|
2022
|
|
2023
|
|
2024
|
|
2025
|
|
2026
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Receive fixed/pay variable swaps
|
$
|
15,250
|
|
|
$
|
16,000
|
|
|
$
|
16,000
|
|
|
$
|
13,700
|
|
|
$
|
12,700
|
|
|
$
|
3,750
|
|
|
$
|
1,250
|
|
Interest rate floors
|
6,500
|
|
|
6,750
|
|
|
6,750
|
|
|
6,750
|
|
|
4,000
|
|
|
250
|
|
|
—
|
|
|||||||
Cash flow hedges
|
$
|
21,750
|
|
|
$
|
22,750
|
|
|
$
|
22,750
|
|
|
$
|
20,450
|
|
|
$
|
16,700
|
|
|
$
|
4,000
|
|
|
$
|
1,250
|
|
(1)
|
As forward starting cash flow hedges are transacted within the 12 month measurement horizon, they will reduce 12 month net interest income sensitivity levels as disclosed in Table 25.
|
(2)
|
As of June 30, 2020, $13.75 billion of the $16.0 billion notional of the cash flow swaps and $4.75 billion of the $6.75 billion notional of the interest rate floors are active. During the third quarter of 2020, $1.25 billion notional of interest rate swaps become active and $1.75 billion notional of interest rate floors become active. An additional $250 million notional of interest rate swaps become active in the fourth quarter of 2020. The remaining $750 million notional of interest rate swaps and $250 million notional of interest rate floors become active in the first quarter of 2021.
|
|
Three Months Ended June 30
|
|
Quarter-to-Date Change 6/30/2020 vs. 6/30/2019
|
|||||||||||
|
2020
|
|
2019
|
|
Amount
|
|
Percent
|
|||||||
|
(Dollars in millions)
|
|||||||||||||
Service charges on deposit accounts
|
$
|
131
|
|
|
$
|
181
|
|
|
$
|
(50
|
)
|
|
(27.6
|
)%
|
Card and ATM fees
|
101
|
|
|
120
|
|
|
(19
|
)
|
|
(15.8
|
)%
|
|||
Investment management and trust fee income
|
62
|
|
|
59
|
|
|
3
|
|
|
5.1
|
%
|
|||
Capital markets income
|
95
|
|
|
39
|
|
|
56
|
|
|
143.6
|
%
|
|||
Mortgage income
|
82
|
|
|
31
|
|
|
51
|
|
|
164.5
|
%
|
|||
Investment services fee income
|
17
|
|
|
20
|
|
|
(3
|
)
|
|
(15.0
|
)%
|
|||
Commercial credit fee income
|
17
|
|
|
18
|
|
|
(1
|
)
|
|
(5.6
|
)%
|
|||
Bank-owned life insurance
|
18
|
|
|
19
|
|
|
(1
|
)
|
|
(5.3
|
)%
|
|||
Securities gains (losses), net
|
1
|
|
|
(19
|
)
|
|
20
|
|
|
105.3
|
%
|
|||
Market value adjustments on employee benefit assets - other
|
16
|
|
|
(2
|
)
|
|
18
|
|
|
NM
|
|
|||
Other miscellaneous income
|
33
|
|
|
28
|
|
|
5
|
|
|
17.9
|
%
|
|||
|
$
|
573
|
|
|
$
|
494
|
|
|
$
|
79
|
|
|
16.0
|
%
|
|
||||||||||||||
|
Six Months Ended June 30
|
|
Year-to-Date 6/30/2020 vs. 6/30/2019
|
|||||||||||
|
2020
|
|
2019
|
|
Amount
|
|
Percent
|
|||||||
|
(Dollars in millions)
|
|||||||||||||
Service charges on deposit accounts
|
$
|
309
|
|
|
$
|
356
|
|
|
$
|
(47
|
)
|
|
(13.2
|
)%
|
Card and ATM fees
|
206
|
|
|
229
|
|
|
(23
|
)
|
|
(10.0
|
)%
|
|||
Investment management and trust fee income
|
124
|
|
|
116
|
|
|
8
|
|
|
6.9
|
%
|
|||
Capital markets income
|
104
|
|
|
81
|
|
|
23
|
|
|
28.4
|
%
|
|||
Mortgage income
|
150
|
|
|
58
|
|
|
92
|
|
|
158.6
|
%
|
|||
Investment services fee income
|
39
|
|
|
39
|
|
|
—
|
|
|
—
|
%
|
|||
Commercial credit fee income
|
35
|
|
|
36
|
|
|
(1
|
)
|
|
(2.8
|
)%
|
|||
Bank-owned life insurance
|
35
|
|
|
42
|
|
|
(7
|
)
|
|
(16.7
|
)%
|
|||
Securities gains (losses), net
|
1
|
|
|
(26
|
)
|
|
27
|
|
|
(103.8
|
)%
|
|||
Market value adjustments on employee benefit assets - defined benefit
|
—
|
|
|
5
|
|
|
(5
|
)
|
|
(100.0
|
)%
|
|||
Market value adjustments on employee benefit assets - other
|
(9
|
)
|
|
(3
|
)
|
|
(6
|
)
|
|
(200.0
|
)%
|
|||
Other miscellaneous income
|
64
|
|
|
63
|
|
|
1
|
|
|
1.6
|
%
|
|||
|
$
|
1,058
|
|
|
$
|
996
|
|
|
$
|
62
|
|
|
6.2
|
%
|
|
Three Months Ended June 30
|
|
Quarter-to-Date Change 6/30/2020 vs. 6/30/2019
|
|||||||||||
|
2020
|
|
2019
|
|
Amount
|
|
Percent
|
|||||||
|
(Dollars in millions)
|
|||||||||||||
Salaries and employee benefits
|
$
|
527
|
|
|
$
|
469
|
|
|
$
|
58
|
|
|
12.4
|
%
|
Net occupancy expense
|
76
|
|
|
80
|
|
|
(4
|
)
|
|
(5.0
|
)%
|
|||
Furniture and equipment expense
|
86
|
|
|
84
|
|
|
2
|
|
|
2.4
|
%
|
|||
Outside services
|
44
|
|
|
52
|
|
|
(8
|
)
|
|
(15.4
|
)%
|
|||
Professional, legal and regulatory expenses
|
28
|
|
|
26
|
|
|
2
|
|
|
7.7
|
%
|
|||
Marketing
|
22
|
|
|
23
|
|
|
(1
|
)
|
|
(4.3
|
)%
|
|||
FDIC insurance assessments
|
15
|
|
|
12
|
|
|
3
|
|
|
25.0
|
%
|
|||
Credit/checkcard expenses
|
12
|
|
|
18
|
|
|
(6
|
)
|
|
(33.3
|
)%
|
|||
Branch consolidation, property and equipment charges
|
10
|
|
|
2
|
|
|
8
|
|
|
400.0
|
%
|
|||
Visa class B shares expense
|
9
|
|
|
3
|
|
|
6
|
|
|
200.0
|
%
|
|||
Loss on early extinguishment of debt
|
6
|
|
|
—
|
|
|
6
|
|
|
NM
|
|
|||
Other miscellaneous expenses
|
89
|
|
|
92
|
|
|
(3
|
)
|
|
(3.3
|
)%
|
|||
|
$
|
924
|
|
|
$
|
861
|
|
|
$
|
63
|
|
|
7.3
|
%
|
|
Six Months Ended June 30
|
|
Year-to-Date 6/30/2020 vs. 6/30/2019
|
|||||||||||
|
2020
|
|
2019
|
|
Amount
|
|
Percent
|
|||||||
|
(Dollars in millions)
|
|||||||||||||
Salaries and employee benefits
|
$
|
994
|
|
|
$
|
947
|
|
|
$
|
47
|
|
|
5.0
|
%
|
Net occupancy expense
|
155
|
|
|
162
|
|
|
(7
|
)
|
|
(4.3
|
)%
|
|||
Furniture and equipment expense
|
169
|
|
|
160
|
|
|
9
|
|
|
5.6
|
%
|
|||
Outside services
|
89
|
|
|
97
|
|
|
(8
|
)
|
|
(8.2
|
)%
|
|||
Professional, legal and regulatory expenses
|
46
|
|
|
46
|
|
|
—
|
|
|
—
|
%
|
|||
Marketing
|
46
|
|
|
46
|
|
|
—
|
|
|
—
|
%
|
|||
FDIC insurance assessments
|
26
|
|
|
25
|
|
|
1
|
|
|
4.0
|
%
|
|||
Credit/checkcard expenses
|
25
|
|
|
34
|
|
|
(9
|
)
|
|
(26.5
|
)%
|
|||
Branch consolidation, property and equipment charges
|
21
|
|
|
8
|
|
|
13
|
|
|
162.5
|
%
|
|||
Visa class B shares expense
|
13
|
|
|
7
|
|
|
6
|
|
|
85.7
|
%
|
|||
Provision (credit) for unfunded credit losses(1)
|
—
|
|
|
(1
|
)
|
|
1
|
|
|
100.0
|
%
|
|||
Loss on early extinguishment of debt
|
6
|
|
|
—
|
|
|
6
|
|
|
NM
|
|
|||
Other miscellaneous expenses
|
170
|
|
|
190
|
|
|
(20
|
)
|
|
(10.5
|
)%
|
|||
|
$
|
1,760
|
|
|
$
|
1,721
|
|
|
$
|
39
|
|
|
2.3
|
%
|
|
|
|
DATE: August 5, 2020
|
|
Regions Financial Corporation
|
|
|
|
|
|
/S/ HARDIE B. KIMBROUGH, JR.
|
|
|
Hardie B. Kimbrough, Jr.
Executive Vice President and Controller
(Chief Accounting Officer and Authorized Officer)
|
Vesting Date:
|
The date of the 2021 Annual Shareholder Meeting
|
(i)
|
Capital - Capital Action Decision Tree Status, as defined in the Capital Policy, must remain in either “Monitor Capital” or “Capital Deployment” status; and
|
(ii)
|
Liquidity - Total Primary Liquidity must remain within the limit set by the Board in its Risk Appetite Statement.
|
•
|
If your employment terminates due to your death, then as soon as practicable following your death, your Award will fully vest (unless prohibited by applicable laws, rules, or regulations), and shares of Stock equivalent to the Maximum Award will be issued to your estate.
|
•
|
If your employment terminates due to (a) your Disability or (b) your Retirement (on or after age 65 or on or after you attain age 55 with 10 years of continuous service) any time on or after November 30, 2020, then (i) the portion of this Award not subject to vesting based on achievement of the Capital and Liquidity Performance Thresholds (___%) will fully vest upon your termination of employment (unless prohibited by applicable laws, rules, or regulations), and shares of Stock will be issued to you, and (ii) the portion of this Award subject to vesting based on achievement of the Capital and Liquidity Performance Thresholds (___%) will continue to vest in accordance with its terms.
|
•
|
If the Company terminates your employment without Cause but through no fault of your own (as determined in the Company’s sole discretion), the Restricted Stock Units equivalent to the Maximum Award will be prorated for the portion of the Service Vesting Period between the grant date and the date your employment terminated, and then (i) the pro rata
|
•
|
Notwithstanding anything in the Plan to the contrary, in the event of a Change in Control, the portion of your Award that is subject to vesting based on achievement of the Capital and Liquidity Performance Thresholds for any Performance Threshold Measurement Period that ends after the closing of the Change in Control will convert to time-based vesting for the duration of the applicable Performance Threshold Measurement Periods. If your employment is terminated by the Company without Cause or by you for Good Reason, in each case, within the twenty-four (24) month period following the Change in Control, this Award (i.e., the portion of this Award not subject to vesting based on achievement of the Capital and Liquidity Performance Thresholds (___%) and the portion of this Award subject to vesting based on achievement of the Capital and Liquidity Performance Thresholds but converted to time-based vesting in accordance with the preceding sentence (up to ___%)) will fully vest upon your termination of employment (unless prohibited by applicable laws, rules, or regulations), and shares of Stock equivalent to the Maximum Award will be issued to you.
|
•
|
If your employment terminates during the Service Vesting Period for any reason other than those listed above, your Award will be forfeited as of your termination date.
|
(i)
|
Capital - Capital Action Decision Tree Status, as defined in the Capital Policy, must remain in either “Monitor Capital” or “Capital Deployment” status; and
|
(ii)
|
Liquidity - Total Primary Liquidity must remain within the limit set by the Board in its Risk Appetite Statement.
|
•
|
If your employment terminates due to your death, then as soon as practicable following your death, the Performance Threshold Measurement Periods, the Performance Vesting Period, the Service Vesting Period, and any other restrictions imposed upon your Award will lapse (unless prohibited by applicable laws, rules, or regulations), and shares of Stock equivalent to the Target Grant will be issued to your estate.
|
•
|
If your employment terminates due to your Disability, then this Award will continue to vest in accordance with its terms, and you will be entitled to receive the number of shares of Stock, if any, at the end of the Service Vesting Period that you otherwise would have received (i.e., based on actual achievement of the Performance Thresholds and the Performance Goals) had your employment continued through the date of delivery of such Stock. In the event your employment terminates due to your Disability and your death occurs prior to the end of the Service Vesting Period, then as soon as practicable following your death, all restrictions imposed upon your Award will lapse (unless prohibited by applicable laws, rules, or regulations), and shares of Stock equivalent to the Target Grant will be issued to your estate.
|
•
|
If any time on or after November 30, 2020, you terminate your employment due to Retirement (on or after age 65 or on or after you attain age 55 with 10 years of continuous service), then this Award will continue to vest in accordance with
|
•
|
If the Company terminates your employment without Cause but through no fault of your own (as determined in the Company’s sole discretion), this Award will continue to vest in accordance with its terms, and you will be entitled to receive the number of shares of Stock, if any, at the end of the Service Vesting Period that you otherwise would have received (i.e., based on actual achievement of the Performance Thresholds and the Performance Goals) had your employment continued through the payment date, which amount will be prorated for the portion of the Service Vesting Period between the grant date and the date your employment terminated.
|
•
|
Notwithstanding anything in the Plan to the contrary, in the event of a Change in Control, this Award will convert to Restricted Stock Units equal to the greater of targeted performance and actual performance being attained as of the effective date of the Change in Control, which Restricted Stock Units will vest and become payable in accordance with the service-based vesting conditions in the Notice of Grant, provided you are employed by the Company as of such payment date. Notwithstanding the foregoing, if your employment is terminated by the Company without Cause or by you for Good Reason, in each case, within the twenty-four (24) month period following the Change in Control, all restrictions imposed upon your Award will lapse (unless prohibited by applicable laws, rules, or regulations), and such Restricted Stock Units will be issued to you.
|
•
|
If your employment terminates during the Service Vesting Period for any reason other than those listed above, your Award will be forfeited as of your termination date.
|
(i)
|
Capital - Capital Action Decision Tree Status, as defined in the Capital Policy, must remain in either “Monitor Capital” or “Capital Deployment” status; and
|
(ii)
|
Liquidity - Total Primary Liquidity must remain within the limit set by the Board in its Risk Appetite Statement.
|
•
|
If your employment terminates due to your death, then as soon as practicable following your death, the Performance Threshold Measurement Periods, the Performance Vesting Period, the Service Vesting Period, and any other restrictions imposed upon your Award will lapse (unless prohibited by applicable laws, rules, or regulations), and a cash amount equal to the Target Value will be paid to your estate.
|
•
|
If your employment terminates due to your Disability, then this Award will continue to vest in accordance with its terms and you will be entitled to receive a cash payment under the PUs, if any, at the end of the Service Vesting Period that you otherwise would have received (i.e., based on actual achievement of the Performance Thresholds and the Performance Goals) had your employment continued through the payment date. In the event your employment terminates due to your Disability and your death occurs prior to the end of the Service Vesting Period, then as soon as practicable following your death, all restrictions imposed upon your Award will lapse (unless prohibited by applicable laws, rules, or regulations), and a cash amount equal to the Target Value will be paid to your estate.
|
•
|
If any time on or after November 30, 2020, you terminate your employment due to Retirement (on or after age 65 or on or after you attain age 55 with 10 years of continuous service), then this Award will continue to vest in accordance with its terms and you will be entitled to receive a cash payment under the PUs, if any, at the end of the Service Vesting Period that you otherwise would have received (i.e., based on actual achievement of the Performance Thresholds and the Performance Goals) had your employment continued through the payment date.
|
•
|
If the Company terminates your employment without Cause but through no fault of your own (as determined in the Company’s sole discretion), this Award will continue to vest in accordance with its terms and you will be entitled to receive a cash payment under the PUs, if any, at the end of the Service Vesting Period that you otherwise would have received (i.e., based on actual achievement of the Performance Thresholds and the Performance Goals) had your employment continued through the payment date, which amount will be prorated for the portion of the Service Vesting Period between the grant date and the date your employment terminated.
|
•
|
Notwithstanding anything in the Plan to the contrary, in the event of a Change in Control, the value of the PUs under this Award will be locked in at the greater of targeted performance and actual performance being attained as of the effective
|
•
|
If your employment terminates during the Service Vesting Period for any reason other than those listed above, your Award will be forfeited as of your termination date.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q 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:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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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):
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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
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b)
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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.
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/S/ JOHN M. TURNER, JR.
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John M. Turner, Jr.
President and Chief Executive Officer
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Regions Financial Corporation;
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2.
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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;
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3.
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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;
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4.
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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
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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.
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/S/ DAVID J. TURNER, JR.
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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
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2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/S/ JOHN M. TURNER, JR.
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|
/S/ DAVID J. TURNER, JR.
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John M. Turner, Jr.
President and Chief Executive Officer
|
|
David J. Turner, Jr.
Chief Financial Officer
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