Regions Financial (RF) 10-K risk factor changes: FY2020 vs FY2019

An investment in the Company involves [removed: risk,] [added: risks,] some of which, including market, liquidity, credit, operational, legal, compliance, reputational and strategic risks, could be substantial and is inherent in our business.

[removed: This risk] [added: These risks] also includes the possibility that the value of the investment could decrease considerably, and dividends or other distributions concerning the investment could be reduced or eliminated.

[removed: | • |] [added: -] A decrease in the demand for, or the availability of, loans and other products and services offered by us; [removed: |]

[removed: | • |] [added: -] A decrease in the value of our loans held for sale or other assets secured by consumer or commercial real estate; [removed: |]

[removed: | • |] [added: -] An impairment of certain intangible assets, such as goodwill; [removed: |]

[removed: | • |] [added: -] A decrease in interest income from variable rate loans, due to declines in interest rates; and [removed: |]

[removed: | • |] [added: -] An increase in the number of clients and counterparties who become delinquent, file for protection under bankruptcy laws or default on their loans or other obligations to us, which could result in a higher level of nonperforming assets, net charge-offs, provisions for [removed: loan] [added: credit] losses, and valuation adjustments on loans held for sale. [removed: |]

Factors that could detrimentally impact our access to liquidity sources include a downturn in the geographic markets in which our loans and operations are [removed: concentrated or] [added: concentrated,] difficult credit [removed: markets.][added: markets, or unforeseen outflows of cash or collateral, including as a result of higher than usual draws on credit lines in response to the COVID-19 pandemic.]

In particular, a majority of our liabilities during [removed: 2019] [added: 2020] were checking accounts and other liquid deposits, which are payable on demand or upon several days’ notice, while by comparison, a substantial majority of our assets were loans, which cannot be called or sold in the same time frame.

Our operations are concentrated in the Southeastern U.S., particularly in the states of Alabama, Florida, Georgia, Louisiana, [removed: Mississippi] [added: Mississippi, Tennessee] and [removed: Tennessee.][added: Texas.]

Although real estate [added: values] in many geographies [removed: has improved, any further declines in] [added: have improved since] the [added: financial crisis,] future [added: declines, including any due to the current economic downturn as a result of the COVID-19 pandemic,] may [added: adversely] affect borrowers and [added: the value of the] collateral [removed: values,] [added: securing many of our loans,] which could adversely affect our currently performing loans, leading to future delinquencies or defaults and increases in our provision for [removed: loan] [added: credit] losses.

Weather-related events and other natural disasters, including those caused or exacerbated by climate change, as well as man-made disasters, could cause a disruption in our operations or other consequences that could have an adverse impact on financial results and [removed: condition.][added: condition.]

In particular, in recent years, a number of severe [removed: Atlantic Ocean] hurricanes impacted areas in our footprint.

[removed: While] [added: We have taken certain preemptive measures that] we [removed: maintain insurance covering many of] [added: believe will mitigate] these [removed: weather-related events, including] [added: adverse effects, such as maintaining insurance that includes] coverage for [removed: lost profits] [added: resultant losses] and [removed: extra expense, there is no insurance against] [added: expenses; however, such measures cannot prevent] the disruption that a catastrophic earthquake, fire, hurricane, tornado or other severe weather event could [removed: produce] [added: cause] to the markets that we serve and [removed: the] [added: any] resulting adverse impact on our [added: customers, such as hindering our] borrowers’ ability to timely repay their loans and [added: diminishing] the value of any collateral held by us.

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 [removed: global climate change.]

Climate change may worsen the [removed: severity] [added: frequency] and [removed: impact] [added: severity] of future earthquakes, fires, hurricanes, tornadoes, droughts, floods and other extreme weather-related events that could cause disruption to our business and operations.

Risks arising from [removed: ESG matters] [added: ESG-related policies and practices] may adversely affect, among other things, our reputation and the trading price of our common stock.

As a large financial institution with a diverse base of customers, vendors and suppliers, we may face potential negative publicity based on the identity of those we choose to do business with and the public’s (or certain segments of the public’s) view of those [removed: customers.][added: entities.]

If Regions’ relationships with its customers, vendors and suppliers were to become the subject of such negative publicity, our ability to attract and retain customers and employees may be negatively impacted and [added: the trading price of] our [added: common] stock [removed: price] may also be impacted.

Additionally, investors [removed: have begun to consider] [added: are considering] how corporations are [removed: addressing] [added: incorporating] ESG [removed: matters] [added: considerations into their business strategy] when making investment decisions.

For example, [removed: certain] investors are [added: more widely] beginning to incorporate the business risks of climate change and the adequacy of companies’ responses to climate change and other ESG matters as part of their investment theses.

Our management periodically determines the allowance for credit losses based on available information, including the quality of the loan portfolio, [removed: economic conditions,] the value of the underlying collateral and the level of non-accrual [removed: loans.][added: loans, taking into account relevant information about past events, current conditions and reasonable and supportable forecasts of future economic conditions that affect the collectability of our loan portfolio.]

Although our management will establish an allowance for credit losses it believes is appropriate to absorb [removed: reasonably estimable] [added: expected credit] losses [added: over the life of loans] in our loan portfolio, this allowance may not be adequate.

Such regulatory agencies may require us to adjust our determination [added: of the value for these items.]

See Note 1 "Summary of Significant Accounting Policies" to the consolidated financial statements of this Annual Report on Form 10-K for disclosure on the [removed: estimated] impact to the allowance at adoption.

As of December 31, [removed: 2019,] [added: 2020,] consumer residential real estate loans represented approximately [removed: 27.8%] [added: 27.9%] of our total loan portfolio.

As of December 31, [removed: 2019,] [added: 2020,] approximately [removed: 7.5%] [added: 8.5%] of our loan portfolio consisted of investor real estate loans.

Weak economic [removed: conditions] [added: conditions, including those caused by the COVID-19 pandemic, as well as lockdowns or required business closings related to the COVID-19 pandemic,] may impair a borrower’s business operations and typically slow the execution of new leases.

As a result of these factors, vacancy rates for retail, office and industrial space may [removed: increase.][added: increase, and hotel occupancy rates may decline.]

High vacancy [added: and lower occupancy] rates could also result in rents falling.

Of our [removed: $8.4] [added: $7.3] billion home equity portfolio at December 31, [removed: 2019,] [added: 2020,] approximately [removed: $5.3] [added: $4.6] billion were home equity lines of credit and [removed: $3.1] [added: $2.7] billion were closed-end home equity loans (primarily originated as amortizing loans).

As of December 31, [removed: 2019,] [added: 2020,] approximately [removed: $2.8] [added: $2.3] billion of our home equity lines and loans were in a second lien position.

[removed: For example,] [added: As a consequence of] oil [removed: prices have been volatile in recent years,] and [added: gas price volatility,] our energy-related portfolio may be subject to additional pressure on credit quality metrics including past due, criticized, and non-performing loans, as well as net charge-offs.

For example, there have been a number of recently completed or announced significant mergers of financial institutions within our market [removed: areas.][added: areas, and there may in the future be additional consolidation.]

In our market areas, we face competition from other commercial banks, savings and loan associations, credit unions, [removed: Internet] [added: internet] banks, [added: fintechs,] finance companies, mutual funds, insurance companies, brokerage and investment banking firms, mortgage companies, and other financial intermediaries that offer similar services.

In addition, technology has lowered barriers to entry and made it possible for non-banks to offer products and services, such as loans and payment services, that traditionally were banking products, and made it possible for technology companies to [removed: compete with financial institutions in providing electronic, internet-based, and mobile phone–based financial solutions.]

In particular, the activity of [removed: financial technology companies (“fintechs”)] [added: fintechs] has grown significantly over recent years and is expected to continue to grow.

For example, a number of fintechs have applied [removed: for] [added: for, and in some cases been granted,] bank or industrial loan charters.

Regulatory changes, such as the [removed: recently proposed] revisions to the FDIC’s rules on brokered deposits intended to reflect recent technological changes and innovations, may also make it easier for fintechs to partner with banks and offer deposit products.

Our ability to compete successfully depends on a number of additional factors, including customer convenience, quality of service, personal contacts, [added: the quality of the technology that supports the customer experience,] pricing and range of products.

Further, the ultimate success of measures taken in response to the COVID-19 pandemic remains unknown, and these measures may not be sufficient to address the effects of the COVID-19 pandemic or avert severe and prolonged reductions in economic activity.

The COVID-19 pandemic has created disruptions that have adversely affected, and are likely to continue to adversely affect, our business, financial condition, liquidity, capital and results of operations.

We cannot predict the extent to which the pandemic will continue to cause such adverse effects.

The extent of any continued or future adverse effects will depend on future developments, which are highly uncertain and outside our control, including the scope and duration of the COVID-19 pandemic and its impact on our employees, clients, customers, counterparties and service providers, as well as other market participants.

Circumstances brought about by the pandemic persist, including worsened economic conditions, increased market volatility, ratings downgrades, credit deterioration and defaults, reductions in the targeted federal funds rate, and increased spending on business continuity efforts, which may require that we reduce costs and investments in other areas.

Should the pandemic continue for a more extended period or worsen, we may face additional circumstances such as significant draws on credit lines should customers seek to increase liquidity.

We are offering assistance to support customers experiencing financial hardships related to the pandemic.

If such measures are not effective in mitigating the effects of the pandemic on borrowers, we may experience higher rates of default and increased credit losses in the future.

We may also have to provide additional assistance or otherwise experience higher rates of default and increased credit losses.

Further, we have approximately $3.6 billion in PPP loans as of year-end 2020, and have provided additional PPP loans, including second draw loans, in 2021.

These efforts may affect our revenue and results of operations and make our results more difficult to forecast as the PPP forgiveness process has begun and the timing and amount of forgiveness to which our borrowers will be entitled is unpredictable.

In addition, the PPP and other government programs in which we may participate are complex and our participation may lead to governmental and regulatory scrutiny, negative publicity and damage to our reputation.

Certain industries where Regions has credit exposure, including energy, restaurants, hotels, and commercial retail, have experienced, and in some cases are continuing to experience, significant operational challenges as a result of the COVID-19

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pandemic.

These operational challenges could result in corporate lending clients making higher than usual draws on outstanding lines of credit, which may negatively affect our liquidity.

The effects of the COVID-19 pandemic may also cause our commercial customers to be unable to pay their loans as they come due or decrease the value of collateral, which we expect would cause significant increases in our credit losses.

The pandemic may alter consumer behavior, including short- and long-term spending patterns.

Accordingly, certain of these industries may continue to be negatively impacted even after the pandemic has subsided.

Other negative effects of the pandemic that may impact our business, financial condition, liquidity, capital and results of operations cannot be predicted at this time, but it is likely that such adverse effects will continue until the COVID-19 pandemic subsides and the U.S. economy fully recovers.

The COVID-19 pandemic may also have the effect of heightening many of the other risks described in the section entitled “Risk Factors” in this Annual Report on Form 10-K and any subsequent Quarterly Report on Form 10-Q.

Until the COVID-19 pandemic subsides, we expect reduced revenues from our lending businesses, increased credit losses in our lending portfolios and a decrease in certain sources of fee income.

Additionally, draws on lines of credit could increase in the future.

After the COVID-19 pandemic subsides, it is possible that the U.S. economy experiences a prolonged recession, which we expect would materially and adversely affect our business, financial condition, liquidity, capital and results of operations.

Higher focus on climate change can also bring transition risks, which can negatively impact some sectors and borrowers in our loan portfolio.

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global climate change.

Climate change may also result in new and/or more stringent regulatory requirements for the Company, which could materially affect the Company’s results of operations by requiring the Company to take costly measures to comply with any new laws or regulations related to climate change that may be forthcoming.

New regulations, shift in customer behaviors or breakthrough technologies that accelerate the transition to a lower carbon economy may negatively affect certain sectors and borrowers in our loan portfolio, impacting their ability to timely repay their loans or decreasing the value of any collateral held by us.

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For example, oil prices have been volatile in recent years, including in 2020, and commodity prices have generally declined as a result of reduced demand driven by the COVID-19 pandemic.

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compete with financial institutions in providing electronic, internet-based, and mobile phone–based financial solutions.

Although providing digital products and services has been important to serving customers and competing in the financial services industry for some time, the COVID-19 pandemic has further accelerated the move toward digital banking and financial services and we expect a bank’s digital offerings to be a key competitive differentiator beyond the COVID-19 pandemic.

The move toward digital banking and financial services, and customer expectations regarding digital offerings, will require us to invest greater resources in technological improvements.

The significant reductions to the federal funds rate have led to a decrease in the rates and yields on U.S. Treasury securities.

If interest rates decline further, we would expect net interest income to decline, however the Company's interest rate hedging program will protect against any reductions to short term interest rates.

The overall effect of lower interest rates cannot be predicted at this time and depends on future actions the Federal Reserve may take, including in response to the COVID-19 pandemic, and resulting economic conditions.

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The administrator of LIBOR has proposed extending publication of the most commonly used U.S. Dollar LIBOR settings to June 30, 2023 and ceasing publishing other LIBOR settings on December 31, 2021.

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Following the financial crisis, the national real estate market experienced a significant decline in value, and the value of real estate in Florida in particular declined significantly more than real estate values in the U.S. as a whole.

This decline has had an adverse impact on some of our borrowers and on the value of the collateral securing many of our loans.

of the value for these items.

Some of these companies also have greater resources to invest in technological improvements than we currently have.

Interest rates remain low by historical standards; however, while still low relative to historical standards, increases in short term and long term interest rates since December 2015 have contributed to growth in net interest income and other financing income and the net interest margin.

Our current one-year interest rate sensitivity position is modestly asset sensitive.

As a result, an immediate or gradual decrease in rates over a twelve-month period would likely have a negative impact on twelve-month net interest income and other financing income.

Maintaining or increasing market share may depend on market acceptance and regulatory approval of new products and services.

Our success depends, in part, on the ability to adapt products and services to evolving industry standards.

There is increasing pressure to provide products and services at lower prices.

This can reduce net interest income and other financing income and non-interest income from fee-based products and services.

In addition, the widespread adoption of new technologies could require us to make substantial capital expenditures to modify or adapt existing products and services or develop new products and services.

We may not be successful in introducing new products and services in response to industry trends or developments in technology, or those new products may not achieve market acceptance.

As a result, we could lose business, be forced to price products and services on less advantageous terms to retain or attract clients, or be subject to cost increases, and our business, financial condition or results of operations may be adversely affected.

governance and regulatory compliance, acquisitions and actions taken by our regulators or by community organizations in response to these activities.

These criminals may attempt to

A downgrade or potential downgrade of the U.S. Government’s sovereign credit rating by one or more credit ratings agencies, and developments in international trade, could adversely affect our business.

Future uncertainty over U.S. fiscal policy could result in a downgrade or a reduction in the outlook of the U.S. long-term sovereign credit rating by one or more credit ratings agencies.

Any downgrade, or perceived future downgrade, in the U.S. sovereign credit rating or outlook could adversely affect global financial markets and economic conditions and may result in, among other things, increased volatility and illiquidity in the capital markets, declines in consumer confidence, increased unemployment levels and declines in the value of U.S. Treasury securities and securities guaranteed by the U.S. government.

Additionally, the economic conditions resulting from any such downgrade or perceived future downgrade may significantly exacerbate the other risks we face.

In addition, unfavorable or uncertain economic and market conditions can be caused by the imposition of tariffs or other limitations on international trade and travel, which could increase market volatility, negatively impact client activity, and adversely affect our businesses.

be inaccurate or misleading.

In December 2018, the Federal banking agencies released a final rule to provide relief for the initial capital decrease at adoption of CECL by allowing the impact to be phased-in over a three-year period, such that 25% of the transitional amounts are phased-in during the first year (2020) with an additional 25% phased in each subsequent year, such that the impact of adoption would be completely recognized by the beginning of the fourth year (2023).

Regions plans to elect the phase-in.

In recent years, a number of judicial decisions have upheld the right of borrowers to sue lending institutions on the basis of various evolving legal theories, collectively termed “lender liability.” Generally, lender liability is founded on the premise that a lender has either violated a duty, whether implied or contractual, of good faith and fair dealing owed to the borrower or has assumed a degree of control over the borrower resulting in the creation of a fiduciary duty owed to the borrower or its other creditors or stockholders.

In the future, Regions could become subject to claims based on this or other evolving legal theories.

We may face significant claims for indemnification in connection with our sale of Morgan Keegan in 2012.

In April 2012, Regions closed the sale of Morgan Keegan and related affiliates to Raymond James.

In connection with the sale, Regions agreed to indemnify Raymond James for all litigation and certain other matters related to pre-closing activities of Morgan Keegan.

Indemnifiable losses under the indemnification provision include legal and other expenses, such as costs for defense, judgments, settlements and awards associated with the resolution of litigation related to pre-closing activities.

As of December 31, 2019, the carrying value of the indemnification obligation is immaterial and reflects an estimate of liability; however,

actual liabilities can potentially be higher than amounts reserved.

The amount of liability that we may ultimately incur from indemnification claims may have an adverse impact, perhaps materially, on our financial condition or results of operations.

The failure of our capital plan to pass the CCAR could adversely affect our ability to pay dividends and repurchase stock.

Such market sentiment may be affected by:

| • | Our operating performance, financial condition and prospects, or the operating performance, financial condition and prospects of our competitors; |

| • | Operating results that vary from the expectations of management, securities analysts and investors; |

| • | Our creditworthiness; |

Management believes the following sections provide an overview of several of the most relevant matters necessary for an understanding of the financial aspects of Regions Financial Corporation’s (“Regions” or “the Company”) business, particularly regarding its [removed: 2019] [added: 2020] results.

Regions reported net income from continuing operations available to common shareholders of [removed: $1.5] [added: $1.0] billion, or [removed: $1.50] [added: $1.03] per diluted share, in [removed: 2019] [added: 2020] compared to net income available to common shareholders from continuing operations of $1.5 billion, or [removed: $1.36] [added: $1.50] per diluted share, in [removed: 2018.][added: 2019.]

Net interest income [removed: and other financing income] (taxable-equivalent basis) totaled [added: $3.9 billion in 2020 compared to] $3.8 billion in [removed: both 2019 and 2018.][added: 2019.]

The net interest margin (taxable-equivalent basis) was [removed: 3.45] [added: 3.21] percent in [removed: 2019,] [added: 2020,] reflecting a [removed: 3] [added: 24] basis point decrease from [removed: 2018.][added: 2019.]

The provision for [removed: loan] [added: credit] losses totaled [removed: $387 million] [added: $1.3 billion] in [removed: 2019] [added: 2020] compared to [removed: $229] [added: the provision for loan losses of $387] million in [removed: 2018.][added: 2019.]

The provision was higher than net charge-offs by [removed: $29] [added: $818] million in [removed: 2019.][added: 2020.]

The increase in the provision for [removed: loan] [added: credit] losses was driven primarily by [removed: higher average loan balances,] [added: CECL adoption, a change in the economic outlook due to COVID-19, and] higher net [removed: charge-offs, and an increase in classified loans.][added: charge-offs.]

Non-interest income [removed: from continuing operations] was [removed: $2.1] [added: $2.4] billion in [removed: 2019 and] [added: 2020] compared to [removed: $2.0] [added: $2.1] billion in [removed: 2018.][added: 2019.]

The increase was primarily driven by [removed: increases] [added: an increase] in [removed: service charges on deposit accounts, card and ATM fees, mortgage] [added: capital markets] income, [added: mortgage income] and other miscellaneous [removed: income.][added: income during 2020.]

Non-interest expense [removed: from continuing operations] was [removed: $3.5] [added: $3.6] billion in [removed: 2019] [added: 2020] and [removed: $3.6] [added: $3.5] billion in [removed: 2018.][added: 2019.]

Regions' effective tax rate was [removed: 20.3] [added: 16.8] percent in [removed: 2019] [added: 2020] compared to [removed: 19.8] [added: 20.3] percent in [removed: 2018.][added: 2019.]

[removed: | • |] [added: -] "Operating Results" section of MD&A [removed: |]

[removed: | • |] [added: -] “Net Interest Income and [removed: Other Financing Income and] Net Interest Margin” discussion within the “Operating Results” section of MD&A [removed: |]

[removed: | • |] [added: -] “Interest Rate Risk” discussion within “Risk Management” section of MD&A [removed: |]

[removed: | • | “Stockholders’ Equity”] [added: - "Shareholders' Equity"] discussion in MD&A [removed: |]

[removed: | • |] [added: -] Note 15 [removed: "Stockholders'] [added: "Shareholders'] Equity and Accumulated Other Comprehensive Income (Loss)" to the consolidated financial statements [removed: |]

At December 31, [removed: 2019,] [added: 2020,] Regions’ [removed: Basel III] Tier 1 capital and Total capital ratios were estimated to be [removed: 10.91%] [added: 11.39%] and [removed: 12.68%,] [added: 13.56%,] respectively.

Regions' [removed: Basel III] CET1 ratio at December 31, [removed: 2019] [added: 2020] was estimated to be [removed: 9.68%.][added: 9.84%.]

[removed: | • |] [added: -] “Supervision and Regulation” discussion within Item 1. [removed: Business |]

[removed: | • |] [added: -] "Regulatory Requirements" section of MD&A [removed: |]

[removed: | • |] [added: -] Note 13 "Regulatory Capital Requirements and Restrictions" to the consolidated financial statements [removed: |]

The decrease was [removed: primarily driven by] [added: due to the termination of] a [removed: decrease in] [added: third-party arrangement during] the [removed: indirect vehicles portfolio] [added: fourth quarter] of [removed: $1.2 billion, which reflects] [added: 2016 and] Regions' decision in January 2019 to discontinue its indirect auto lending business.

Refer to the "Economic Environment in Regions' Banking Markets" section [removed: of MD&A] for [removed: further discussion.][added: more information.]

Net charge-offs totaled [removed: $358] [added: $512] million, or [removed: 0.43] [added: 0.58] percent of average loans, in [removed: 2019,] [added: 2020,] compared to [removed: $323] [added: $358] million, or [removed: 0.40] [added: 0.43] percent in [removed: 2018,] [added: 2019,] reflecting increased charge-offs in the commercial and industrial [removed: and indirect-other consumer] loan portfolios.

The allowance [removed: for loan losses] was [removed: 1.05] [added: 2.69] percent of total loans, net of unearned income at December 31, [removed: 2019,] [added: 2020,] an increase from [removed: 1.01] [added: 1.10] percent at December 31, [removed: 2018.][added: 2019.]

The coverage ratio of allowance [removed: for loan losses] to non-performing loans [added: excluding held for sale] was [removed: 171] [added: 308] percent at December 31, [removed: 2019,] [added: 2020,] compared to [removed: 169] [added: 180] percent at December 31, [removed: 2018.][added: 2019.]

[removed: | • |] [added: -] Adjusted Average Balances of Loans within the [removed: "Table] [added: Table] 2 [removed: - GAAP-to-Non-GAAP Reconciliation" |][added: "GAAP to Non-GAAP Reconciliations"]

[removed: | • |] [added: -] "Portfolio Characteristics" section of MD&A [removed: |]

[removed: | • |] [added: -] “Allowance for Credit Losses” discussion within the “Critical Accounting Policies and Estimates” section of MD&A [removed: |]

[removed: | • |] [added: -] “Provision for [removed: Loan] [added: Credit] Losses” discussion within the “Operating Results” section of MD&A [removed: |]

[removed: | • |] [added: -] “Loans,” “Allowance for Credit Losses,” “Troubled Debt Restructurings” and “Non-performing Assets” discussions within the “Balance Sheet Analysis” section of MD&A [removed: |]

[removed: | • |] [added: -] Note 1 "Summary of Significant Accounting Policies" to the consolidated financial statements [removed: |]

[removed: | • |] [added: -] Note 5 "Loans" to the consolidated financial statements [removed: |]

[removed: | • |] [added: -] Note 6 "Allowance for Credit Losses" to the consolidated financial statements [removed: |]

At the end of [removed: 2019,] [added: 2020,] Regions Bank had [removed: $2.5] [added: $16.4] billion in cash on deposit with the Federal Reserve and the loan-to-deposit ratio was [removed: 85] [added: 70] percent.

Cash and cash equivalents at the parent company totaled [removed: $1.9] [added: $1.5] billion.

At December 31, [removed: 2019,] [added: 2020,] the Company’s borrowing capacity with the Federal Reserve was [removed: $16.9] [added: $12.8] billion based on available collateral.

Borrowing availability with the FHLB was [removed: $17.5] [added: $16.2] billion based on available collateral at the same date.

Regions is required to conduct liquidity stress testing and measure its available sources of liquidity against minimums as established [removed: through stress testing.][added: by Regions' internal liquidity policy.]

[removed: | • |] [added: -] “Short-Term Borrowings” discussion within the “Balance Sheet Analysis” section of MD&A [removed: |]

Preliminary data shows real GDP contracted by 3.5 percent in 2020, and Regions expects real GDP growth of 4.8 percent in 2021 and 4.4 percent in 2022.

The February 2021 baseline forecast anticipates the level of real GDP will return to the level as of the fourth quarter of 2019, the last quarter free of the effects of COVID-19, in the third quarter of 2021.

Until there has been much wider vaccine distribution, the COVID-19 virus will pose a downside risk to near-term growth, while further progress on the vaccine front poses an upside opportunity for growth in late 2021 to early 2022.

As the pandemic is still ongoing, however, there remains a heightened degree of uncertainty around economic forecasts being made at present.

The surge in COVID-19 cases that began in mid-November 2020 and which led many state and local governments to impose new limitations on activity, has begun to abate, but the effects continue to act as a drag on the process of healing from the economic and financial impacts of the pandemic.

The direct effects of the recent surge, however, were largely concentrated amongst a few industry groups in the services sector, such as leisure and hospitality services, as has been the case over the course of the pandemic.

Still, there remain risks to the broader economy in the near term.

There are, however, reasons to expect the pace of economic growth to improve as 2021 progresses.

Based on information now available, it is expected that more widespread distribution of a vaccine against the COVID-19 virus will be in place by summer 2021, which should eventually lead to state and local governments lifting any remaining restrictions on activity.

While there are uncertainties as to whether, or to what extent, consumer behavior and attitudes will have changed after the experiences of the pandemic, a more widespread distribution of an effective vaccine is expected to provide a meaningful boost to economic growth.

This will be amplified by what is expected to be even further fiscal policy support once the new administration and the new Congress are in place.

A second round of fiscal support was signed into law in late-December 2020, providing another round of Economic Impact Payments of up to $600 for eligible individuals and an extension of supplemental unemployment insurance benefits and pandemic-related unemployment benefit programs.

In the month of January 2021, Treasury distributed more than $140 billion in Economic Impact Payments.

Though some of these funds will be spent, a considerable portion will go into savings or will be used to pay down debt of our customers, as was the case with the first round of payments provided under the CARES Act.

The Biden administration is expected to push for another round of Economic Impact Payments of up to $1,400 for eligible individuals and seek to further extend unemployment insurance benefits being paid by the federal government.

On top of an already elevated saving rate, these additional funds add to the potential for a significant burst of spending once the economy is more fully reopened, which Regions expects to be the case at some point in 2021.

It is also likely that the Biden administration will seek increased funding for health care and new funding for infrastructure spending and financial assistance to state and local governments.

While it is reasonable to expect a transition to a faster rate of economic growth at some point in 2021, the timing of any such transition is highly uncertain, and the early months of 2021 could be challenging unless the ongoing surge in COVID-19 cases subsides.

Still, if economic growth does not accelerate as the year progresses, that will likely be accompanied by a faster rate of inflation.

While inflation is not likely to accelerate to a degree that would lead the FOMC to respond, by raising short-term rates, it would nonetheless likely add upward pressure to longer-term interest rates, which have risen in early 2021 on the prospect of larger federal government budget deficits.

With the short end of the yield curve well-anchored, persistent steepening of the yield curve could at some point lead the FOMC to alter the composition of FRB asset purchases, putting more emphasis on longer-dated assets and less emphasis on shorter-dated assets.

Regions does not expect any changes in the pace of FRB asset purchases in 2021, nor any changes in the Fed funds rate target range at least through 2022.

The patterns of economic activity within the Regions footprint will be broadly similar to those seen in the U.S. as a whole.

Florida’s economy has an above-average exposure to leisure and hospitality services, while Texas and Louisiana have above-average exposure to energy, so these economies could be more prone to lasting effects if the recovery does prove to be slower than is now anticipated.

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The continued economic uncertainty, as described above, impacted Regions' forecast utilized in calculating the ACL as of December 31, 2020.

See the "Allowance" section for further information.

COVID-19 Pandemic

Regions' business operations and financial results are influenced by the economic environment in which the Company operates.

The adverse economic conditions and uncertainty in the economic outlook as of December 31, 2020 driven by the COVID-19 pandemic impacted the 2020 financial results in the areas as described below.

Regions expects that the pandemic will continue to influence economic conditions and the Company's financial results in future quarters.

In the third quarter of 2020, Regions re-opened branches for walk-in services.

Regions continues to keep measures in place to ensure associate and customer safety, which include reduced occupancy levels to provide for social distancing, implementation of stringent cleaning protocols, and providing appropriate facemasks and other sanitizing supplies.

As of December 31, 2020, only 3 percent of branches were temporarily closed due to COVID-related impacts; this percentage was down to less than 1 percent as of January 31, 2021.

Regions is in the process of implementing a phased approach to return more remote working associates to office locations in accordance with applicable safety protocols.

As of December 31, 2020, approximately 90 percent of the Company's non-branch associates were working remotely.

Beginning late in the first quarter of 2020 and throughout the remainder of the year, the Company offered special financial assistance to support customers who were experiencing financial hardships related to the COVID-19 pandemic.

This assistance included offering customer payment deferrals or forbearances to existing loans over a set period of time, typically 90 days.

Residential mortgage payment assistance was granted through forbearance.

During the forbearance period, a borrower's payment obligation is suspended and no foreclosure action will be pursued.

2019 Results

Net interest margin was negatively impacted by the remixing of lower yielding deposit products to higher yielding deposit products and debt instruments, as well as higher average loan balances.

These factors were partially offset by the benefits from securities repositioning and favorable loan remixing.

The increases were partially offset by a decrease in capital markets income and losses on sales of securities during 2019.

The decrease was driven primarily by lower salaries and employee benefits, occupancy expense, professional, legal and regulatory expenses, as well as a reduction in FDIC insurance assessments.

These decreases were partially offset by increases in branch consolidation charges and expenses related to the early extinguishment of debt.

| | |

| --- | --- |

While Regions was not required to participate in the 2019 CCAR, Regions did submit its planned capital actions to the Federal Reserve which included increasing its quarterly common stock dividend from $0.14 per share to $0.155 per share beginning in the third quarter of 2019 and the execution of up to $1.370 billion in common share repurchases.

The 2019 capital plan covers the period from the third quarter of 2019 through the second quarter of 2020.

As of December 31, 2019, Regions had repurchased approximately 47.5 million shares of common stock at a total cost of approximately $721.5 million under this plan.

During 2019, total loans decreased by $189 million or 0.2 percent compared to 2018.

Additionally, the home equity portfolio declined compared to 2018 due to continued payoffs and paydowns in excess of current year originations.

These declines were partially offset by increases in the commercial and industrial and indirect-other consumer loan portfolios.

In 2019, economic growth trends declined modestly compared to 2018, which resulted in lower market interest rates and muted loan growth during the year.

However, labor market and housing market conditions were healthy over the course of 2019.

Overall, economic growth is expected to continue to be moderate in 2020.

Management’s expectation for 2020 adjusted average loan growth is in the low single digits consistent with the GDP forecast.

Debt securities of approximately $8.3 billion were pledged as of December 31, 2019, leaving approximately $14.2 billion of unencumbered liquid securities available for pledging.

2020 Expectations

Selected management expectations for 2020 are noted below:

| | | |

| --- | --- | --- |

| 2020 Expectations | | |

| Adjusted operating leverage | | Positive |

Net interest income and other financing income also includes rental income and depreciation expense associated with operating leases for which Regions is the lessor.

On April 4, 2018, Regions entered into a stock purchase agreement to sell Regions Insurance Group, Inc. and related affiliates to BB&T Insurance Holdings, Inc. (now Truist Insurance Holdings, Inc).

The transaction closed on July 2, 2018.

| | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Interest income, including other financing income | $ | 4,639 | | | $ | 4,393 | | | $ | 3,987 | | | $ | 3,814 | | | $ | 3,601 | |

| Interest expense and depreciation expense on operating lease assets | 894 | | | | 658 | | | | 448 | | | | 416 | | | | 296 | | |

a non-GAAP financial measure and other entities may calculate it differently than Regions’ disclosed calculations.

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Adjusted average total loans (non-GAAP) | | $ | 80,827 | | | $ | 77,667 | | | $ | 76,134 | | | $ | 77,154 | | | $ | 75,714 | |

| (3) | Regions recorded $3 million and $50 million of contingent legal and regulatory accruals during the second quarter of 2016 and the second quarter of 2015, respectively, related to previously disclosed matters. Fourth quarter of 2014 accruals were settled in the second quarter of 2015 for $2 million less than originally estimated and a corresponding recovery was recognized. |

The allowance represents management’s estimate of probable credit losses inherent in the loan and credit commitment portfolios as of period end.

For non-accrual commercial and investor real estate loans equal to or greater than $2.5 million, the allowance for loan losses is based on note-level evaluation considering the facts and circumstances specific to each borrower.

For all other commercial and investor real estate loans, the allowance for loan losses is based on statistical models using a PD and an LGD.

At December 31, [removed: 2019,] [added: 2020,] Regions had total consolidated assets of approximately [removed: $126.2] [added: $147.4] billion, total consolidated deposits of approximately [removed: $97.5] [added: $122.5] billion and total consolidated [removed: stockholders’] [added: shareholders’] equity of approximately [removed: $16.3] [added: $18.1] billion.

At December 31, [removed: 2019,] [added: 2020,] Regions operated [removed: 2,028] [added: 2,083] ATMs and [removed: 1,428] [added: 1,369] total branch outlets across the South, Midwest and Texas.

| | [added: | |] Branches | | [added: |]

| Georgia | [added: | |] 114 | | [added: |]

| Louisiana | [removed: 96] | | [added: 92 | | |]

| Arkansas | [removed: 79] | | [added: 66 | | |]

| Texas | [removed: 90] | | [added: 98 | | |]

| Missouri | [removed: 56] | | [added: 55 | | |]

| Indiana | [removed: 52] | | [added: 49 | | |]

| Illinois | [removed: 44] | | [added: 42 | | |]

| South Carolina | [removed: 22] | | [added: 21 | | |]

| Kentucky | [added: | |] 11 | | [added: |]

| Iowa | [added: | |] 8 | | [added: |]

| North Carolina | [added: | |] 7 | | [added: |]

This framework is intended primarily for the protection of depositors, the FDIC’s DIF and the banking system as a whole, and generally is not intended for the protection of [removed: stockholders] [added: shareholders] or other investors.

Our common stock and [added: certain of our] depository shares representing our outstanding preferred stock are [removed: each] listed on the NYSE.

In October 2019, the Federal Reserve and the other Federal bank regulators finalized rules that tailor the application of the enhanced prudential standards [added: and capital and liquidity regulations] to BHCs and depository institutions per the EGRRCPA amendments (the “Tailoring Rules”).

Under the Tailoring Rules, Regions [removed: (and, pursuant to the Tailoring Rules, its depository institution subsidiary,] [added: and] Regions [removed: Bank) is] [added: Bank are each] subject to Category IV standards, which apply to banking organizations with at least $100 billion in total consolidated assets that do not meet any of the thresholds specified for Categories I through III.

Firms subject to Category IV standards [removed: will] [added: are] generally [removed: be] subject to the same capital and liquidity requirements as firms with less than $100 billion in total consolidated assets, but are, among other things, subject to certain enhanced prudential standards and also required to monitor and report certain risk-based indicators.

[removed: In addition,] Regions and Regions Bank are subject to the final rule adopted by the Federal Reserve, OCC and FDIC in July 2019 relating to simplifications of the capital rules applicable to non-advanced approaches banking organizations.

These rules [removed: will be] [added: became] effective for the Company on April 1, 2020, and provide for simplified capital requirements relating to the threshold deductions for mortgage servicing assets, deferred tax assets arising from temporary differences that a banking organization could not realize through net operating loss carry backs, and investments in the capital of unconsolidated financial institutions, as well as the inclusion of minority interests in regulatory capital.

[removed: | CAPITAL | | |][added: Human Capital]

Pursuant to the Dodd-Frank Act, as amended by EGRRCPA, certain BHCs are required to submit resolution plans to the Federal Reserve and FDIC providing for the company’s strategy for rapid and orderly resolution in the event of its material financial [added: distress or failure.]

In April 2019, the FDIC released an advance notice of proposed rulemaking about potential changes to its resolution planning requirements for insured depository institutions, such as Regions [removed: Bank, and the next round of insured depository institution resolution plan submissions will not be required until the rulemaking process is complete.][added: Bank.]

Regions cannot predict future changes in the applicable laws, regulations and regulatory agency policies, [added: including any changes resulting from the recent change in U.S. presidential administration,] yet such changes may have a material impact on Regions’ business, financial condition or results of operations.

The U.S. capital rules [removed: also impose] [added: previously imposed] a CCB of 2.5% on top of the three minimum risk-weighted asset ratios listed [removed: above.][added: above for all banking organizations subject to the rule.]

Banking institutions that fail to meet the effective minimum ratios once the [removed: CCB] [added: SCB] is taken into account [removed: (that is, 7.0% for CET1 capital to risk-weighted assets, 8.5% for tier 1 capital to risk-weighted assets and 10.5% for total capital to risk-weighted assets)] will be subject to constraints on capital distributions, including dividends and share repurchases, and certain discretionary executive compensation.

On [removed: April 10, 2018,] [added: March 4, 2020,] the Federal Reserve [removed: issued] [added: approved] a [removed: proposal] [added: final rule] designed to create a single, integrated capital requirement by combining the quantitative assessment of [removed: firms’ capital plans] [added: CCAR] with the CCB requirement.

Details of this [removed: proposal] [added: final rule] are discussed under “- Comprehensive Capital Analysis and Review and Stress Testing” below.

Under the Basel framework, these standards will generally be effective on January 1, [removed: 2022,] [added: 2023,] with an aggregate output floor phasing in through January 1, [removed: 2027.][added: 2028.]

Under the [removed: aforementioned] Tailoring Rules, Category IV firms with less than $50 billion in wSTWF, including [removed: Regions,] [added: Regions and Regions Bank,] are no longer subject to [removed: a] [added: an] LCR [added: requirement or the recently finalized NSFR] requirement.

However, [added: BHCs that are] Category IV firms remain subject to minimum liquidity buffers and liquidity stress testing [removed: requirements,] [added: requirements under the Federal Reserve’s enhanced prudential standards,] though the minimum frequency of such testing [removed: has been] [added: was] revised to [removed: quarterly,] [added: quarterly under the Tailoring Rules,] rather than monthly.

Under the Tailoring Rules, Category IV firms, including Regions, are now subject to supervisory stress testing every other year, rather than annually, and are no longer subject to company-run stress testing requirements, but remain subject to [removed: the quantitative review of their capital plans under CCAR, to] required [added: annual] capital plan [removed: submissions,] [added: submissions] and to [removed: the] [added: certain] FR Y-14 reporting requirements.

[added: The CCAR] process is intended to help ensure that these BHCs have robust, forward-looking capital planning processes that account for each company’s unique risks and that permit continued operations during times of economic and financial stress.

[removed: If adopted, the proposal would replace] [added: The final rule replaces] the current static [removed: 2.5%] [added: 2.5 percent] CCB with [removed: a] [added: an] SCB requirement.

The [removed: SCB, subject to a minimum of 2.5%, would reflect stressed losses] [added: SCB reflects capital degradation] in the [removed: supervisory] severely adverse scenario of the Federal Reserve’s supervisory stress tests and [removed: would] also [removed: include] [added: includes] four quarters of planned common stock dividends.

In addition, the [removed: proposal would eliminate] [added: final rule eliminates] the quantitative objection provisions of CCAR but [removed: would require] [added: requires] a BHC to reduce its planned capital distributions if those distributions would not be consistent with the applicable capital buffer constraints based on the BHC’s own baseline scenario projections.

[removed: The] [added: As part of the January 19, 2021 final rule discussed above, the] Federal Reserve [removed: has stated that it intends to propose] [added: finalized] revisions to the [removed: stress buffer] [added: SCB] requirements that [removed: would be] [added: are] applicable to Category IV BHCs to align with the two-year supervisory stress testing cycle for Category [removed: IV BHCs.]

As of December 31, [removed: 2019,] [added: 2020,] both Regions and Regions Bank were well-capitalized.

[removed: Regulators also must take into consideration: (i) concentrations] of credit risk; (ii) interest rate risk (when the interest rate sensitivity of an institution’s assets does not match the sensitivity of its liabilities or its off-balance sheet position); and (iii) risks from non-traditional activities, as well as an institution’s ability to manage those risks, when determining the adequacy of an institution’s capital.

Regions is a Delaware corporation.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| Florida | | | 289 | | |

| Tennessee | | | 209 | | |

| Alabama | | | 196 | | |

| Mississippi | | | 112 | | |

| Total | | | 1,369 | | |

Ascentium Capital, also a wholly-owned subsidiary of Regions Bank, provides financing of essential-use equipment for small business customers through a technology-enabled model that delivers same-day credit decisions and funding.

Regions Bank has also

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retained Highland Associates, Inc. to provide investment advisory services with respect to assets held in accounts in Regions Bank’s trust department.

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On March 4, 2020, the Federal Reserve approved a final rule designed to create a single, integrated capital requirement by combining the quantitative assessment of the capital plans of BHCs with $100 billion or more in total consolidated assets, such as Regions, with the CCB requirement.

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On January 19, 2021, the Federal Reserve finalized a rule that further tailors the capital planning requirements applicable to Category IV firms.

The SCB is, however, subject to a minimum of 2.5 percent.

On August 10, 2020, the Federal Reserve announced that Regions’ initial SCB would be 3.0 percent.

Although the final rule replaces the static CCB requirement with one based on the results of the Federal Reserve’s supervisory stress tests, firms continue to be subject to progressively more stringent constraints on capital actions as they approach the minimum ratios.

The extent to which capital distributions will be constrained depends on the amount of the shortfall and the institution’s “eligible retained income” (which is defined under an August 2020 final rule as the greater of (1) a banking institution’s net income for the four preceding calendar quarters, net of any distributions to shareholders and associated tax effects not already reflected in net income, and (2) the average of a banking institution’s net income over the preceding four quarters).

For further information, see the “Regulatory Requirements” section of Item 7.

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IV BHCs.

Under the final rule, for Category IV BHCs, the portion of the SCB requirement that reflects stressed losses in the supervisory severely adverse scenario of the Federal Reserve’s supervisory stress tests is calculated every other year.

During a year in which a Category IV BHC does not undergo a supervisory stress test, the BHC will receive an updated SCB requirement that reflects the BHC’s updated planned common stock dividends.

A Category IV BHC is also able to elect to participate in the supervisory stress test in a year in which the BHC would not normally be subject to the supervisory stress test and consequently receive an updated SCB requirement.

Under the March 4, 2020 final rule implementing the SCB, a BHC must receive prior approval for any dividend, stock repurchase or other capital distribution, other than a capital distribution on a newly issued capital instrument, if the BHC is required to resubmit its capital plan.

The Federal Reserve announced on June 25, 2020 that all BHCs participating in CCAR would be required to update and resubmit their capital plans in light of the economic uncertainty around the COVID-19 pandemic.

At the same time, the Federal Reserve announced that for the third quarter of 2020 it would generally require those BHCs to suspend share repurchases, limit common stock dividend payments to the amount paid in the second quarter of 2020, and limit common stock dividend payments to an amount based on average net income for the four preceding quarters.

On September 30, 2020, the Federal Reserve extended these measures for the fourth quarter of 2020.

In conjunction with the release of the results from the Federal Reserve’s review of capital plan resubmissions and a second round of stress testing, the Federal Reserve announced on December 18, 2020 that it would extend the distribution limitations to the first quarter of 2021, subject to adjustment, requiring that common stock dividend payments and share repurchases be limited to an amount not in excess of average net income over the four preceding quarters, provided that common stock dividend payments remain limited to the amount paid in the second quarter of 2020.

The Federal Reserve did not initially adjust SCBs based on the results of the second round of stress testing, but maintained the right to do so through March 31, 2021.

Resolution Planning

In January 2021, the FDIC announced that, given the passage of time from the last resolution plan submissions and the uncertain economic outlook, the FDIC will resume requiring resolution plan submissions for insured depository institutions with $100 billion or more in assets, including Regions Bank.

The FDIC indicated that no insured depository institution will be required to submit a resolution plan without at least 12 months advance notice, but did not otherwise provide notice of when Regions Bank will be required to submit its next resolution plan.

Regulators also must take into consideration: (i) concentrations

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As discussed above, the Federal Reserve has limited dividend payments and share repurchases for the third and fourth quarters of 2020 and the first quarter of 2021 in response to the economic uncertainty around the COVID-19 pandemic.

Under the FDIA, insurance of deposits may be terminated by the FDIC upon a finding that the insured depository institution has

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Regions is a Delaware corporation and on July 1, 2004, became the successor by merger to Union Planters Corporation and the former Regions Financial Corporation.

| | | |

| --- | --- | --- |

| Florida | 303 | |

| Tennessee | 219 | |

| Alabama | 205 | |

| Mississippi | 122 | |

| Total | 1,428 | |

A chart summarizing key elements of the capital, liquidity and enhanced prudential standards requirements applicable to Regions under the Tailoring Rules is included immediately below, and elements of the Tailoring Rules are discussed in further detail throughout this section.

| Application under Tailoring Rules of Certain Enhanced Prudential Standards, Capital and Liquidity Requirements to Regions1 | | |

| | Tailoring Rules (including Assignment to Category IV) | Previously Applicable Rules |

| Stress Testing: Company-Run (DFAST) | û | ü (Annual) |

| Stress Testing: Supervisory | ü (Two-Year Cycle) | ü (Annual) |

| CCAR | ü (Two-Year Cycle) | ü (Annual) |

| Annual Capital Plan Submission | ü | ü |

| Advanced Approaches | û | û |

| Opt-Out of AOCI Capital Impact | ü | ü |

| Capital Rules Simplification | ü (As a non-advanced approaches banking organization) | ü (As a non-advanced approaches banking organization) |

| Generally Applicable Leverage Ratio | ü | ü |

| LIQUIDITY | | |

| LCR | û | ü (Modified) |

| NSFR (Proposed)2 | û (Expected) | ü (Modified) |

| Liquidity Stress Tests | ü (Quarterly) | ü (Monthly) |

| Liquidity Risk Management | ü (Tailored) | ü |

| Liquidity Buffer | ü | ü |

| FR 2052a Reporting | ü (Monthly) | ü (Monthly) |

| CERTAIN OTHER ENHANCED PRUDENTIAL STANDARDS | | |

| Risk Committee | ü | ü |

| Risk Management Framework and Related Requirements | ü | ü |

1 The Tailoring Rules do not amend the Federal Reserve’s capital plan rule, but the Federal Reserve indicated that it expects to release a future proposal to do so, to incorporate the risk-based categories in the final rules as well as to further tailor the capital planning requirements applicable to Category IV firms.

2 The NSFR has not been adopted, but the applicability of any finalized NSFR is expected to follow the framework for applying the LCR.

distress or failure.

Regions submitted its most recent resolution plan to these agencies in December 2017.

Regions Bank submitted its most recent resolution plan in June 2018.

On February 5, 2019, the Federal Reserve provided relief to certain BHCs with assets between $100 billion and $250 billion, including Regions, in the form of a one-year extension to the requirement to submit a capital plan to the Federal Reserve.

Thus, Regions was not required to submit a capital plan to the Federal Reserve in 2019 but must submit a plan by April 6, 2020.

In addition, Regions was not subject to the supervisory capital stress testing or the company-run capital stress testing requirements for 2019, but will be subject to supervisory capital stress testing for 2020.

However, Regions is still required to develop a capital plan that is reviewed and approved by Regions’ Board of Directors on an annual basis.

Furthermore, while Regions was not required to submit a full capital plan to the Federal Reserve in 2019, the Company was required to submit its planned capital actions for the period between July 1, 2019 and June 30, 2020.

The Federal Reserve has announced that for the period from July 1, 2019 through June 30, 2020, Regions, like other firms granted an extension, is approved to make capital distributions up to the amount that would have allowed the firm to remain above all minimum capital requirements in CCAR 2018, adjusted for any changes in Regions’ regulatory capital ratios since the Federal Reserve acted on Regions’ 2018 capital plan.

[removed: FORM 10-K][added: FORM 10-K]

| ☒ | [added: | |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

For the fiscal year ended December 31, [removed: 2019][added: 2020]

| ☐ | [added: | |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

| Delaware | | [added: | | | |] 63-0589368 | [added: | |]

| (State or other jurisdiction [removed: of incorporation] [added: of incorporation] or organization) | | [added: | | | |] (I.R.S. [removed: Employer Identification] [added: Employer Identification] No.) | [added: | |]

1900 Fifth Avenue [removed: North, Birmingham, Alabama 35203][added: North, Birmingham, Alabama 35203]

Registrant’s telephone number, including area code: [removed: (800) 734-4667][added: (800) 734-4667]

| Title of each class | [added: | |] Trading Symbol(s) | [added: | |] Name of each exchange on which registered | [added: | |]

| Common Stock, $.01 par value | [added: | |] RF | [added: | |] New York Stock Exchange | [added: | |]

| Depositary Shares, each representing a 1/40th Interest in a Share of | | | [added: | | | | | |]

| 6.375% Non-Cumulative Perpetual Preferred Stock, Series A | [added: | |] RF PRA | [added: | |] New York Stock Exchange | [added: | |]

| 6.375% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B | [added: | |] RF PRB | [added: | |] New York Stock Exchange | [added: | |]

| 5.700% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C | [added: | |] RF PRC | [added: | |] New York Stock Exchange | [added: | |]

Common Stock, $.01 par [removed: value—$9,975,697,351 as] [added: value—$10,382,139,803 as] of June 30, [removed: 2019.][added: 2020.]

Common Stock, $.01 par [removed: value—957,381,827 shares] [added: value—960,674,032 shares] issued and outstanding as of February [removed: 19, 2020.][added: 22, 2021.]

Portions of the proxy statement for the Annual Meeting to be held on April [removed: 22, 2020] [added: 21, 2021] are incorporated by reference into Part III.

| | | | | [added: | | | | | | | |] Page | [added: | |]

| PART I | | | | | [added: | | | | | | | | | |]

| Forward-Looking Statements | | | | [removed: [7](#s9AE4E7E7E1305EDAAA105B9A64A28FBE)] | [added: | | | | | | | [8](#i7f4e50e493824ef7bfb8958a32a5a3a4_19) | | |]

| Item 1. | | [added: | | | |] Business | | [removed: [10](#sD08D736C6B965C019AA4362AABAB8EAC)] | [added: | | | [11](#i7f4e50e493824ef7bfb8958a32a5a3a4_22) | | |]

| Item 1A. | | [added: | | | |] Risk Factors | | [removed: [20](#s3EEE2F84C8385631912675261BB64EA4)] | [added: | | | [22](#i7f4e50e493824ef7bfb8958a32a5a3a4_25) | | |]

| Item 1B. | | [added: | | | |] Unresolved Staff Comments | | [removed: [34](#s1F265E6634235C12BF6A0DEDF5065BD9)] | [added: | | | [37](#i7f4e50e493824ef7bfb8958a32a5a3a4_28) | | |]

| Item 2. | | [added: | | | |] Properties | | [removed: [34](#sF683E18C74005819ADB65B442D9C6BA6)] | [added: | | | [37](#i7f4e50e493824ef7bfb8958a32a5a3a4_31) | | |]

| Item 3. | | [added: | | | |] Legal Proceedings | | [removed: [34](#s0D582CBE519C5EAF890152D3F267C36D)] | [added: | | | [37](#i7f4e50e493824ef7bfb8958a32a5a3a4_34) | | |]

| Item 4. | | [added: | | | |] Mine Safety Disclosures | | [removed: [34](#s5A6F9E0C6CAB5D67B4367CB4F38E5B68)] | [added: | | | [37](#i7f4e50e493824ef7bfb8958a32a5a3a4_37) | | |]

| PART II | | | | | [added: | | | | | | | | | |]

| Item 5. | | [added: | | | |] Market for Registrant's Common Equity, Related [removed: Stockholder] [added: shareholder] Matters and Issuer Purchases of Equity Securities | | [removed: [35](#sCFBE719DB5A45190901D920C10A5363D)] | [added: | | | [38](#i7f4e50e493824ef7bfb8958a32a5a3a4_43) | | |]

| Item 6. | | [added: | | | |] Selected Financial Data | | [removed: [36](#s5FE30752E2DC5111BE5FE885EDD294ED)] | [added: | | | [39](#i7f4e50e493824ef7bfb8958a32a5a3a4_49) | | |]

| Item 7. | | [added: | | | |] Management's Discussion and Analysis of Financial Condition and Results of Operations | | [removed: [37](#s78F0FCD400825B559132F807E5600055)] | [added: | | | [40](#i7f4e50e493824ef7bfb8958a32a5a3a4_52) | | |]

| Item 7A. | | [added: | | | |] Quantitative and Qualitative Disclosures about Market Risk | | [removed: [37](#s78F0FCD400825B559132F807E5600055)] | [added: | | | [40](#i7f4e50e493824ef7bfb8958a32a5a3a4_52) | | |]

| Item 8. | | [added: | | | |] Financial Statements and Supplementary Data | | [removed: [89](#s11F21666CD6B5DE7BBE31B9F9862BB9E)] | [added: | | | [99](#i7f4e50e493824ef7bfb8958a32a5a3a4_259) | | |]

| Item 9. | | [added: | | | |] Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | [removed: [171](#s21BD256DC14C526CA30EF0EF5EA85B0A)] | [added: | | | [183](#i7f4e50e493824ef7bfb8958a32a5a3a4_427) | | |]

| Item 9A. | | [added: | | | |] Controls and Procedures | | [removed: [171](#s60206DF198025E879DF5B024A699DA29)] | [added: | | | [183](#i7f4e50e493824ef7bfb8958a32a5a3a4_430) | | |]

| Item 9B. | | [added: | | | |] Other Information | | [removed: [171](#sA2A8061ACE9F5DC5A7C1E6F3C0F3BD01)] | [added: | | | [183](#i7f4e50e493824ef7bfb8958a32a5a3a4_433) | | |]

| PART III | | | | | [added: | | | | | | | | | |]

| Item 10. | | [added: | | | |] Directors, Executive Officers and Corporate Governance | | [removed: [172](#s3CA29192339B52E5B44DE53B5191A2F6)] | [added: | | | [184](#i7f4e50e493824ef7bfb8958a32a5a3a4_439) | | |]

| Item 11. | | [added: | | | |] Executive Compensation | | [removed: [174](#s3A5FC02FF3A9521999DAAB8F5685E01C)] | [added: | | | [186](#i7f4e50e493824ef7bfb8958a32a5a3a4_442) | | |]

| Item 12. | | [added: | | | |] Security Ownership of Certain Beneficial Owners and Management and Related [removed: Stockholder] [added: shareholder] Matters | | [removed: [174](#sE206F6331401514C8409EA3180EB624E)] | [added: | | | [186](#i7f4e50e493824ef7bfb8958a32a5a3a4_445) | | |]

| Item 13. | | [added: | | | |] Certain Relationships and Related Transactions, and Director Independence | | [removed: [174](#sEB4F3F8136AE5CB5B4A3E7C3D0231796)] | [added: | | | [186](#i7f4e50e493824ef7bfb8958a32a5a3a4_448) | | |]

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| Depositary Shares, each representing a 1/40th Interest in a Share of | | | | | | | | |

| Depositary Shares, each representing a 1/40th Interest in a Share of | | | | | | | | |

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.

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| SIGNATURES | | | | | | | | | | | | [193](#i7f4e50e493824ef7bfb8958a32a5a3a4_463) | | |

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AMLA - Anti-Money Laundering Act of 2020

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

BITS - Technology policy division of the Bank Policy Institute.

BSA - Bank Secrecy Act

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

CHR - Compensation and Human Resources.

CMBS - Commercial mortgage-backed securities.

COVID-19 - Coronavirus Disease 2019.

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CRE - Commercial real estate- mortgage owner-occupied and commercial real estate-construction owner-occupied classes in the Commercial portfolio segment.

DE&I - Diversity, Equity & Inclusion

DFAST - Dodd-Frank Act Stress Test.

E&P - Extraction and production.

FCA - Financial Conduct Authority.

Fintechs - Financial Technology Companies.

HCM - Human Capital Management.

ISM - Institute for Supply Chain Management.

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IRE - Investor real estate portfolio segment.

LROC - Liquidity Risk Oversight Committee.

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| SIGNATURES | | | | [181](#s74A3B38069795A6E8CAFBBABB8A9840C) |

regulators in 2013.

BITS - Technology arm of the Financial Services Roundtable.

("Current Expected Credit Losses").

Resolution on the Budget for Fiscal Year 2018.

and Obstruct Terrorism Act of 2001.

| • | Our ability to obtain a regulatory non-objection (as part of the CCAR process or otherwise) to take certain capital actions, including paying dividends and any plans to increase common stock dividends, repurchase common stock under current |

or future programs, or redeem preferred stock or other regulatory capital instruments, may impact our ability to return capital to stockholders and market perceptions of us.

At December 31, [removed: 2019,] [added: 2020,] Regions Bank, Regions’ banking subsidiary, operated [removed: 1,428] [added: 1,369] banking offices.

At December 31, [removed: 2019,] [added: 2020,] there were no significant encumbrances on the offices, equipment and other operational facilities owned by Regions and its subsidiaries.

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As of February [removed: 19, 2020,] [added: 22, 2021,] there were [removed: 40,161] [added: 38,886] holders of record of Regions common stock (including participants in the Computershare Investment Plan for Regions Financial Corporation).

Restrictions on the ability of Regions Bank to transfer funds to Regions at December 31, [removed: 2019,] [added: 2020,] are set forth in Note 13 "Regulatory Capital Requirements and Restrictions" to the consolidated financial statements, which are included in Item 8.

On June 27, 2019, Regions announced the Board authorization of [removed: a new $1.37] [added: the repurchase of up to $1.370] billion [added: of the Company's] common [removed: stock repurchase plan,] [added: stock,] permitting repurchases from the beginning of the third quarter of 2019 through the end of the second quarter of 2020.

[removed: ][added: ]

| | [added: | |] Cumulative Total Return | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]

| | [removed: 12/31/2014] | | [added: 12/31/2015] | | [removed: 12/31/2015] | | | | 12/31/2016 | | | | [added: | |] 12/31/2017 | | | | [added: | |] 12/31/2018 | | | | [added: | |] 12/31/2019 | | | [added: | | | 12/31/2020 | | |]

Regions did not repurchase any outstanding common stock under this plan during 2020.

On June 25, 2020, the Federal Reserve indicated that the Company exceeded all minimum capital levels under the supervisory stress test.

The capital plan submitted to the Federal Reserve reflected no share repurchases through year-end 2020.

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| Regions | | | $ | 100.00 | | | | | $ | 153.40 | | | | | $ | 188.60 | | | | | $ | 149.81 | | | | | $ | 199.69 | | | | | $ | 196.43 | |

| S&P 500 Index | | | 100.00 | | | | | | 111.95 | | | | | | 136.38 | | | | | | 130.39 | | | | | | 171.44 | | | | | | 202.96 | | |

| S&P 500 Banks Index | | | 100.00 | | | | | | 124.31 | | | | | | 152.34 | | | | | | 127.30 | | | | | | 179.03 | | | | | | 154.41 | | |

In connection with Regions' acquisition of BlackArch Partners LLC ("BlackArch") on October 20, 2015, Regions issued 831,766 shares of Regions common stock to the former owners of BlackArch as partial consideration for the acquisition.

The shares issued in the transaction are exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2).

Pursuant to contingent payment provisions in the purchase agreement, if certain conditions were met, Regions was required to issue additional shares of Regions common stock to the former owners of BlackArch over the four-year period following the acquisition.

During 2019 and 2018, an additional 107,779 shares and 98,951 shares were issued, respectively, which were the final shares to be issued as consideration for the acquisition.

Each of the former owners of BlackArch are accredited investors and no underwriters or placement agents were involved in connection with issuance of Regions common stock.

The following table presents information regarding issuer purchases of equity securities during the fourth quarter of 2019.

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| Period | Total Number of Shares Purchased | | | Average Price Paid per Share | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under Publicly Announced Plans or Programs | | |

| October 1—31, 2019 | — | | | $ | — | | | — | | | $ | 780,744,464 | |

| November 1—30, 2019 | — | | | $ | — | | | — | | | $ | 780,744,464 | |

| December 1—31, 2019 | 7,800,000 | | | $ | 16.93 | | | 7,800,000 | | | $ | 648,536,444 | |

| Total 4th Quarter | 7,800,000 | | | $ | 16.93 | | | 7,800,000 | | | $ | 648,536,444 | |

As of December 31, 2019, Regions repurchased approximately 47.5 million shares of common stock at a total cost of $721.5 million under this plan.

All of these shares were immediately retired upon repurchase and, therefore, were not included in treasury stock.

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| Regions | $ | 100.00 | | | $ | 93.08 | | | $ | 142.78 | | | $ | 175.55 | | | $ | 139.44 | | | $ | 185.87 | |

| S&P 500 Index | 100.00 | | | | 101.37 | | | | 113.49 | | | | 138.26 | | | | 132.19 | | | | 173.80 | | |

| S&P 500 Banks Index | 100.00 | | | | 100.85 | | | | 125.36 | | | | 153.64 | | | | 128.38 | | | | 180.55 | | |

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Regions’ management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2019.][added: 2020.]

Based on our assessment, we believe and assert that, as of December 31, [removed: 2019,] [added: 2020,] the Company’s internal control over financial reporting is effective based on those criteria.

| | | [added: | | | |] REGIONS FINANCIAL CORPORATION | [added: | |]

| | [added: | |] by | [added: | |] /S/ JOHN M. TURNER, JR. | [added: | |]

| | | [added: | | | |] John M. Turner, Jr. President and Chief Executive Officer | [added: | |]

| | [added: | |] by | [added: | |] /S/ DAVID J. TURNER, JR. | [added: | |]

| | | [added: | | | |] David J. Turner, [removed: Jr. Chief] [added: Jr. Chief] Financial Officer | [added: | |]

To the [removed: Stockholders] [added: Shareholders] and the Board of Directors of Regions Financial Corporation

We have audited Regions Financial Corporation and subsidiaries’ internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Regions Financial Corporation and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Regions Financial Corporation and subsidiaries as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the related consolidated statements of income, comprehensive income, [removed: stockholders’] [added: shareholders’] equity and cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] and the related notes of the Company and our report dated February [removed: 21, 2020] [added: 24, 2021] expressed an unqualified opinion thereon.

[removed: ][added: ]

We have audited the accompanying consolidated balance sheets of Regions Financial Corporation and subsidiaries (the Company) as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the related consolidated statements of income, comprehensive income, [removed: stockholders’] [added: shareholders’] equity and cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February [removed: 21, 2020] [added: 24, 2021] expressed an unqualified opinion thereon.

| [removed: | | Allowance] [added: Allowance] for loan [removed: losses] [added: losses] | [added: | | (2,167) | | | | | | (869) | | |]

| *How We Addressed the Matter in Our Audit* | | [removed: Our audit procedures related to the qualitative factors of the ALL included the following procedures, among others.] [added: | | | |] We [removed: gained] [added: obtained] an [removed: understanding] [added: understanding, evaluated the design and tested the operating effectiveness] of the Company’s process for establishing the [removed: ALL,] [added: ACL,] including [added: management’s controls over: 1) expected loss forecasting models including model validation, implementation, monitoring,] the [removed: identification] [added: completeness] and [removed: measurement] [added: accuracy] of [removed: qualitative factors. We evaluated the design] [added: key inputs] and [removed: tested] [added: assumptions used in] the [removed: operating effectiveness of controls relevant to that process, including controls over credit risk management,] [added: models; 2)] the [removed: reliability] [added: development and application] of [removed: data sourced from] the [removed: loan systems] [added: reasonable] and [removed: credit warehouses,] [added: supportable economic forecast; 3)] the [removed: completeness] [added: identification] and [removed: accuracy] [added: measurement] of [removed: quantitative] [added: qualitative factors. With respect to expected] loss [removed: modeling, and] [added: forecasting models, with] the [removed: ALL methodology and assumptions. In doing so,] [added: support of specialists,] we [removed: tested review and approval controls in] [added: evaluated] the [removed: Company’s governance process designed to identify] [added: conceptual soundness of the model methodology] and [removed: assess] [added: re-performed] the [removed: need] [added: calculation] for [added: a sample of models. We also tested the appropriateness of key inputs] and [removed: measurement] [added: assumptions used in these models by agreeing a sample] of [removed: qualitative factors] [added: inputs] to [removed: estimate inherent credit losses associated] [added: supporting information. Regarding the reasonable and supportable economic forecast,] with [removed: factors not captured fully in] the [removed: quantitative components] [added: support] of [added: specialists, we assessed] the [removed: ALL.] [added: forecasted economic scenario by, among other procedures, evaluating management’s methodology for developing the forecast and comparing a sample of key economic variables developed to external sources, historical and peer bank information.] With respect to the identification of qualitative factors, we evaluated 1) the potential impact of imprecision in the quantitative models [removed: (and] [added: and] hence the need to consider a qualitative adjustment to the [removed: ALL);] [added: ACL, and] 2) changes, assumptions and adjustments to the [removed: models; 3) sufficiency, availability and relevance of historical loss data used in the models; and 4) the risk factors used in the] models. Regarding measurement of the qualitative factors, we evaluated internal data utilized by management to estimate the appropriate level of the qualitative factors, as well as internal data produced by the Company’s Credit Review, Internal Audit and Model Validation groups, and external macroeconomic factors independently obtained during the [removed: audit, with consideration given to the reliability of the macroeconomic factors and existence of new and potentially contradictory information.] [added: audit.] We [removed: also] evaluated the overall [removed: allowance for loan] [added: ACL amount, including model estimates and qualitative factor adjustments, and whether the recorded ACL appropriately reflects expected credit] losses [removed: balance taken as a whole inclusive] [added: on the loan portfolio and unfunded credit commitments. We reviewed historical loss statistics, peer-bank information, subsequent events and transactions and considered whether they corroborate or contradict the Company’s measurement] of [removed: such qualitative factors.] [added: the ACL.] | [added: | |]

| | [added: | |] December 31 | | | | | | | [added: | |]

| | [added: | | | | | | | | | | | | | | 2020 | | | | | |] 2019 | | | | [added: | |] 2018 | | |

| | [added: | |] (In millions, except share data) | | | | | | | [added: | |]

| Assets | | | | | | | | [added: | | | |]

| Cash and due from banks | [added: | |] $ | [removed: 1,598] [added: 1,558] | | | [added: | |] $ | [removed: 2,018] [added: 1,598] | |

| Interest-bearing deposits in other banks | [removed: 2,516] | | [added: 16,398] | | [removed: 1,520] | | | [added: | 2,516 | | |]

| Debt securities held to maturity (estimated fair value of [removed: $1,372] [added: $1,215] and [removed: $1,460] [added: $1,372] respectively) | [removed: 1,332] | | [added: 1,122] | | [removed: 1,482] | | | [added: | 1,332 | | |]

| [removed: Debt] [added: Debt] securities available for [removed: sale] [added: sale:] | [removed: 22,606] | | | | [removed: 22,729] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Loans held for sale (includes [removed: $439] [added: $1,446] and [removed: $251] [added: $439] measured at fair value, respectively) | [removed: 637] | | [added: 1,905] | | [removed: 304] | | | [added: | 637 | | |]

| Loans, net of unearned income | [removed: 82,963] | | [added: 85,266] | | [removed: 83,152] | | | [added: | 82,963 | | |]

| [removed: Allowance] [added: Total allowance] for loan losses | [removed: (869] | | [removed: )] [added: $] | [added: 537] | [removed: (840] | | [removed: )] | [added: | $ | 45 | | | | | $ | 287 | | | | | $ | 869 | |]

| Net loans | [removed: 82,094] | | [added: 83,099] | | [removed: 82,312] | | | [added: | 82,094 | | |]

| Other earning assets | [removed: 1,518] | | [added: 1,217] | | [removed: 1,719] | | | [added: | 1,518 | | |]

| Premises and equipment, net | [removed: 1,960] | | [added: 1,897] | | [removed: 2,045] | | | [added: | 1,960 | | |]

| Interest receivable | [removed: 362] | | [added: 346] | | [removed: 375] | | | [added: | 362 | | |]

| Goodwill | [removed: 4,845] | | [added: 5,190] | | [removed: 4,829] | | | [added: | 4,845 | | |]

| Residential mortgage servicing rights at fair value | [removed: 345] | | [added: 296] | | [removed: 418] | | | [added: | 345 | | |]

| Other identifiable intangible assets, net | [removed: 105] | | [added: 122] | | [removed: 115] | | | [added: | 105 | | |]

| Other assets | [removed: 6,322] | | [added: 7,085] | | [removed: 5,822] | | | [added: | 6,322 | | |]

| Total assets | [added: | |] $ | [removed: 126,240] [added: 147,389] | | | [added: | |] $ | [removed: 125,688] [added: 126,240] | |

| Liabilities and [removed: Stockholders’] Equity | | | | | | | | [added: | | | |]

| Deposits: | | | | | | | | [added: | | | |]

| Non-interest-bearing | [added: | |] $ | [removed: 34,113] [added: 51,289] | | | [added: | |] $ | [removed: 35,053] [added: 34,113] | |

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Table of Contents

February 24, 2021

Table of Contents

To the Shareholders and the Board of Directors of Regions Financial Corporation

Adoption of New Accounting Standard

As discussed in Notes 1 and 6 to the consolidated financial statements, the Company changed its method of accounting for credit losses in 2020 due to the adoption of ASU 2016-13, Measurement of Credit Losses on Financial Instruments.

As explained below, auditing the Company’s allowance for credit losses, including the adoption of the new accounting guidance, was a critical audit matter.

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| *Description of the Matter* | | | | | | The allowance for credit losses consists of two components: the allowance for loan losses and the reserve for unfunded commitments. As of December 31, 2020, the allowance for credit losses (ACL) was $2.3 billion. The provision for credit losses was $1.3 billion for the year ended December 31, 2020. As discussed above and in Notes 1 and 6 to the consolidated financial statements, effective January 1, 2020 the Company adopted new accounting guidance related to the estimate of the ACL, resulting in an ACL increase of $501 million. The ACL is established to absorb expected credit losses over the contractual life of the loans measured at amortized cost, including unfunded commitments. Management’s measurement of expected losses is driven by loss forecasting models which utilize relevant quantitative information about historical experience, current conditions and the reasonable and supportable economic forecast that affects the collectability of the reported amount. Management’s estimate for the expected credit losses is established through these quantitative factors, as well as qualitative considerations to account for the imprecision inherent in the estimation process. As a result, management may adjust the ACL for the potential impact of qualitative factors through their established framework. Management’s qualitative framework provides for specific model and general imprecision adjustments for such factors as the economic forecast imprecision, potential model error imprecision, process imprecision and specific issues or events that Management believes are not adequately captured in the modeled outcomes. Auditing management’s ACL estimate and related provision for credit losses involved a high degree of complexity in evaluating the expected loss forecasting models and subjectivity in evaluating management’s measurement of the economic forecast used during the reasonable and supportable period and the qualitative factors. | | |

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February 24, 2021

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| Debt securities available for sale (amortized cost of $26,092 and $22,332, respectively) | | | 27,154 | | | | | | 22,606 | | |

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| Total interest income | | | | | | | | | | | | | | | 4,262 | | | | | | 4,596 | | | | | | 4,337 | | |

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(1)Upon adoption of CECL on January 1, 2020, the provision for credit losses is the sum of the provision for loans losses and the provision for unfunded credit commitments.

Prior to the adoption of CECL, the provision for unfunded commitments was included in other non-interest expense.

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Table of Contents

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

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February 21, 2020

| *Description of the Matter* | | The Company’s loan portfolio totaled $83.0 billion as of December 31, 2019, and the associated allowance for loan losses (ALL) was $869 million. As discussed in Notes 1 and 6 to the consolidated financial statements, the ALL is established to absorb probable credit losses inherent in the Company’s loan portfolio. Management’s estimate for the probable credit losses is established through quantitative, as well as qualitative, factors. The Company attributes portions of the allowance to loans that it evaluates individually and determines to be impaired and to groups of loans that it evaluates collectively. For non-accrual commercial and investor real estate loans equal to or greater than $2.5 million, the allowance for loan losses is based on the present value of estimated cash flows, estimates of collateral value, or observable market prices. For accruing commercial and investor real estate loans and non-accruing commercial and investor real estate loans less than $2.5 million, as well as for consumer loans, the allowance for loan losses is estimated based on historical default and/or loss information for pools of loans with similar risk characteristics and product types. The Company’s methodology for determining the appropriate ALL also considers the imprecision inherent in the estimation process. As a result, management adjusts the ALL for consideration of the potential impact of qualitative factors, which include credit quality trends; loss experience in particular portfolios; macroeconomic factors such as unemployment, real estate prices, or commodity pricing volatility; changes in risk selection and underwriting standards; shifts in credit quality of customers which is not yet reflected in historical data; and volatility associated with large individual credits, among others. Auditing management’s estimate of the ALL involved a high degree of subjectivity in evaluating the qualitative factors that management assessed and the measurement of each qualitative factor. Management’s assessment and measurement of the qualitative factors is highly judgmental and has a significant effect on the ALL. |

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| | | | | | | | | | | | |

| Operating lease assets | 54 | | | | 70 | | | | 94 | | |

| Total interest income, including other financing income | 4,639 | | | | 4,393 | | | | 3,987 | | |

| Depreciation expense on operating lease assets | 43 | | | | 56 | | | | 75 | | |

| Total interest expense and depreciation expense on operating lease assets | 894 | | | | 658 | | | | 448 | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| BALANCE AT JANUARY 1, 2017 | 1 | | | $ | 820 | | | 1,214 | | | $ | 13 | | | $ | 17,092 | | | $ | 666 | | | $ | (1,377 | ) | | $ | (550 | ) | | $ | 16,664 | |

| Reclassification of the Tax Reform related revaluation of the deferred tax items within AOCI | — | | | — | | | | — | | | — | | | | — | | | | 133 | | | | — | | | | (133 | | ) | | — | | |

| Impact of share repurchases | — | | | — | | | | (72 | ) | | (1 | | ) | | (1,100 | | ) | | — | | | | — | | | | — | | | | (1,101 | | ) |

| Purchases of loans | (1,468 | | ) | | (503 | | ) | | (238 | | ) |

| Net change in loans | 766 | | | | (3,381 | | ) | | (84 | | ) |

On April 4, 2018, Regions entered into a stock purchase agreement to sell Regions Insurance Group, Inc. and related affiliates to BB&T Insurance Holdings, Inc. The transaction closed on July 2, 2018.

On January 11, 2012, Regions entered into an agreement to sell Morgan Keegan and related affiliates.

The transaction closed on April 2, 2012.

as operating cash flows.

| Loans settled with other earning assets | — | | | | — | | | | 33 | | |

| Operating lease assets settled with other earning assets | — | | | | — | | | | 15 | | |

The Company reviews its securities portfolio on a regular basis to determine if there are any conditions indicating that a security has other-than-temporary impairment.

For debt securities, factors include the credit standing of the issuer, whether the Company expects to receive all scheduled principal and interest payments, Regions’ intent to sell and whether it is more likely than not that the Company will have to sell the security before its market value recovers.

See the “Calculation of Allowance For Credit Losses” section below for Regions’ allowance for loan losses methodology related to TDRs.

Regions' allowance for credit losses (“allowance”) consists of two components: the allowance for loan losses, which is recorded as a contra-asset to loans, and the reserve for unfunded credit commitments, which is recorded in other liabilities.

The allowance is reduced by actual losses (charge-offs) and increased by recoveries, if any.

Regions charges losses against the allowance in the period the loss is confirmed.

All adjustments to the allowance for loan losses are charged directly to expense through the provision for loan losses.

The allowance is maintained at a level believed appropriate by management to absorb probable credit losses inherent in the loan and unfunded credit commitment portfolios in accordance with GAAP and regulatory guidelines.

Management attributes portions of the allowance to loans that it evaluates and determines to be impaired and to groups of loans that it evaluates collectively.

*Impaired Loans*

Loans deemed to be impaired include non-accrual loans, excluding consumer loans, and all TDRs.

Regions considers the current value of collateral, credit quality of any guarantees, guarantor’s liquidity and willingness to repay, the loan structure, and other factors when evaluating whether an individual loan is impaired.

Other factors may include the industry and geographic region of the borrower, size and financial condition of the borrower, cash flow and leverage of the borrower and Regions’ evaluation of the borrower’s management.

For non-accrual commercial and investor real estate loans (including TDRs) equal to or greater than $2.5 million, the allowance for loan losses is based on a note-level evaluation considering the facts and circumstances specific to each borrower.

Regions generally uses the estimated cash flow method to measure impairment.

For commercial and investor real estate accruing TDRs and all non-accruing loans less than $2.5 million, the allowance for loan losses is based on a discounted cash flow analysis performed at the note level, where estimated projected cash flows reflect credit losses based on statistical information (including historical default information) derived from loans with similar risk characteristics (e.g., credit quality indicator and product type) using PDs and LGDs as described in the following paragraph.

During the fourth fiscal quarter of the year ended December 31, [removed: 2019,] [added: 2020,] there have been no changes in Regions’ internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, Regions’ control over financial reporting.

Table of Contents

Information about the Directors and Director nominees of Regions included in Regions’ Proxy Statement for the Annual Meeting of Shareholders to be held on April [removed: 22, 2020] [added: 21, 2021] (the “Proxy Statement”) under the captions “PROPOSAL 1—ELECTION OF DIRECTORS—Who are this year's nominees?,” “—What criteria were considered by the NCG Committee in selecting the nominees?,” [removed: and] “—What skills and characteristics are currently represented on the [removed: Board?”] [added: Board?,”] and [added: “—How often are] the [added: members elected?” and the] information incorporated by reference pursuant to Item 13.

Executive officers of the registrant as of December 31, [removed: 2019,] [added: 2020,] are as follows:

| Executive Officer | | [added: | | | |] Age | | [added: | | | |] Position [removed: and Offices] [added: and Offices] Held [removed: with Registrant] [added: with Registrant] and Subsidiaries | | [removed: Executive Officer Since] | [added: | | | Executive Officer Since | | |]

| John M. Turner, Jr. | | [removed: 58] | | [added: | | 59 | | | | | |] President and Chief Executive Officer of registrant and Regions Bank. Previously served as [removed: Senior Executive Vice President;] Head of Corporate Banking Group [added: of registrant] and [added: Regions Bank and] as South Region President of Regions Bank. Prior to joining Regions, served as President of Whitney National Bank and Whitney Holding Corporation. | | [added: | | | |] 2011 | [added: | |]

| David J. Turner, Jr. | | [removed: 56] | | [added: | | 57 | | | | | |] Senior Executive Vice President and Chief Financial Officer of registrant and Regions Bank. | | [added: | | | |] 2010 | [added: | |]

| John B. [removed: Owen] [added: Owen†] | | [removed: 58] | | [added: | | 59 | | | | | |] Senior Executive Vice President and Chief Operating Officer of registrant and Regions Bank. Previously [added: served as] Head of Regional Banking [removed: Group;] [added: Group and as] Head of the Business [removed: Groups.] [added: Groups of registrant and Regions Bank.] | | [added: | | | |] 2009 | [added: | |]

| C. Matthew Lusco | | [removed: 62] | | [added: | | 63 | | | | | |] Senior Executive Vice President and Chief Risk Officer of registrant and Regions Bank. Previously [added: served as] managing partner of KPMG LLP’s offices in Birmingham, Alabama and Memphis, Tennessee. | | [added: | | | |] 2011 | [added: | |]

| Kate R. Danella | | [removed: 40] | | [added: | | 41 | | | | | | Senior] Executive Vice President and [added: Chief Strategy and Client Experience Officer of registrant and Regions Bank. Previously served as Executive Vice President and] Head of Strategic Planning & Consumer Bank Products and Origination Partnerships [removed: of registrant] and [removed: Regions Bank. Previously served] as Head of Strategic Planning and Corporate Development of registrant and Regions Bank. Previously served as Head of Private Wealth Management and as Wealth Strategy and Effectiveness Executive of Regions Bank. Prior to joining Regions, served as Vice President of Capital Group Companies. | | [added: | | | |] 2018 | [added: | |]

| David R. Keenan | | [removed: 52] | | [added: | | 53 | | | | | |] Senior Executive Vice President and Chief [added: Administrative and] Human Resources Officer of registrant and Regions Bank. [added: Previously served as Chief Human Resources Officer of registrant and Regions Bank.] | | [added: | | | |] 2010 | [added: | |]

| Scott M. Peters | | [removed: 58] | | [added: | | 59 | | | | | |] Senior Executive Vice President and Head of Consumer Banking Group of registrant and Regions Bank. Director of Regions Investment Services, Inc. Previously [added: served as] Consumer Services Group [removed: Head.] [added: Head of registrant and Regions Bank.] | | [added: | | | |] 2010 | [added: | |]

| William D. Ritter | | [removed: 49] | | [added: | | 50 | | | | | |] Senior Executive Vice President and Head of Wealth Management Group of registrant and Regions Bank. Director of Highland Associates, Inc. | | [added: | | | |] 2010 | [added: | |]

| Ronald G. Smith | | [removed: 59] | | [added: | | 60 | | | | | |] Senior Executive Vice President and Head of Corporate Banking Group of registrant and Regions Bank. Director of Regions Equipment Finance Corporation. Manager of RFC Financial Services Holding LLC. Previously [added: served as] Regional President, Mid-America Region of Regions Bank. | | [added: | | | |] 2010 | [added: | |]

Information regarding timeliness of filings under Section 16(a) of the Securities Exchange Act of 1934 included in the Proxy Statement under the caption “OWNERSHIP OF REGIONS COMMON STOCK—Delinquent Section 16(a) Reports” is incorporated herein by reference.

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| Tara A. Plimpton | | | | | | 52 | | | | | | Senior Executive Vice President, Chief Legal Officer and Corporate Secretary of registrant and Regions Bank. Previously served as General Counsel of registrant and Regions Bank. Prior to joining Regions, served as Vice President and General Counsel of GE Global Operations and as General Counsel of GE Energy Connections. | | | | | | 2020 | | |

Table of Contents

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| Amala Duggirala | | | | | | 46 | | | | | | Senior Executive Vice President and Chief Operations and Information Technology Officer of registrant and Regions Bank. Previously served as Enterprise Chief Information Officer of registrant and Regions Bank. Prior to joining Regions, served as Chief Technology Officer at Kabbage, Inc. and as Executive Vice President of Global Software Development and Implementation Services at ACI Worldwide, Inc. | | | | | | 2020 | | |

† John Owen has announced that he will retire from the registrant and Regions Bank on March 15, 2021.

Table of Contents

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| Fournier J. “Boots” Gale, III | | 75 | | Senior Executive Vice President, General Counsel and Corporate Secretary of registrant and Regions Bank. Previously a founding partner of Maynard Cooper & Gale, P.C. in Birmingham, Alabama. | | 2011 |

| C. Keith Herron† | | 55 | | Senior Executive Vice President and Head of Corporate Responsibility and Community Engagement of registrant and Regions Bank. Director of Regions Foundation. Previously served as Regional President, South Region of Regions Bank and as Head of Strategic Planning and Execution of registrant and Regions Bank. | | 2010 |

† C.

Keith Herron retired on January 15, 2020.

The following table gives information about the common stock that may be issued upon the exercise of options, warrants and rights under all of Regions’ existing equity compensation plans as of December 31, [removed: 2019.][added: 2020.]

| Plan Category | [added: | |] Number of [removed: Securities to] [added: Securities to] be Issued [removed: Upon Exercise of Outstanding Options, Warrants] [added: Upon Exercise of Outstanding Options, Warrants] and Rights (a) | | | [added: | | |] Weighted [removed: Average Exercise] [added: Average Exercise] Price [removed: of Outstanding Options, Warrants] [added: of Outstanding Options, Warrants] and Rights | | | Number of [removed: Securities Remaining] [added: Securities Remaining] Available Under [removed: Equity Compensation Plans (Excluding Securities in] [added: Equity Compensation Plans (Excluding Securities in] First Column) | | | [added: | | |]

| Equity Compensation Plans [added: Not] Approved by Stockholders | [removed: 967,769] | | [added: —] | [added: | | | | |] $ | [removed: 6.80] [added: —] | | [removed: 39,018,893] [added: —] | | [removed: (b)] | [added: | | |]

| Equity Compensation Plans [removed: Not] Approved by Stockholders | [removed: —] | | [added: 26,671] | [added: | | | | |] $ | [removed: —] [added: 6.54] | | [removed: —] [added: 33,240,964] | | | [added: (b) | | |]

[removed: | (a) | Does] [added: (a)Does] not include outstanding restricted stock units of [removed: 8,997,358. |][added: 11,695,445.]

[removed: | (b) | Consists] [added: (b)Consists] of shares available for future issuance under the Regions Financial Corporation 2015 Long Term Incentive Plan. [removed: In 2015, all prior long-term incentive plans were closed to new grants. |]

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Total | | | 26,671 | | | | | | $ | 6.54 | | 33,240,964 | | | | | |

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| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

In 2015, all prior long-term incentive plans were closed to new grants

| | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Total | 967,769 | | | $ | 6.80 | | 39,018,893 | | |

| | |

| --- | --- |

Table of Contents

| Reports of Independent Registered Public Accounting Firm; | [added: | |]

| Consolidated Balance Sheets—December 31, [removed: 2019] [added: 2020] and [removed: 2018;] [added: 2019;] | [added: | |]

| Consolidated Statements of Income—Years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017;] [added: 2018;] | [added: | |]

| Consolidated Statements of Comprehensive Income—Years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017;] [added: 2018;] | [added: | |]

| Consolidated Statements of Changes in [removed: Stockholders’] [added: Shareholders’] Equity—Years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017;] [added: 2018;] and | [added: | |]

| Consolidated Statements of Cash Flows—Years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017.] [added: 2018.] | [added: | |]

| Notes to Consolidated Financial Statements | [added: | |]

| SEC Assigned Exhibit Number | [added: | |] Description of Exhibits | [added: | | | | |]

| 3.1 | [added: | |] [Amended and Restated Certificate of Incorporation incorporated by reference to Exhibit 3.1 to Form 10-Q Quarterly Report filed by registrant on August 6, [removed: 2012](http://www.sec.gov/Archives/edgar/data/1281761/000119312512336748/d361719dex31.htm)] [added: 2012.](http://www.sec.gov/Archives/edgar/data/1281761/000119312512336748/d361719dex31.htm)] | [added: | | | | |]

| 3.2 | [added: | |] [Certificate of Designations, incorporated by reference to Exhibit 3.3 to Form 8-A filed by registrant on November 1, [removed: 2012](http://www.sec.gov/Archives/edgar/data/1281761/000119312512444531/d430770dex33.htm)] [added: 2012.](http://www.sec.gov/Archives/edgar/data/1281761/000119312512444531/d430770dex33.htm)] | [added: | | | | |]

| 3.3 | [added: | |] [Certificate of Designations, incorporated by reference to Exhibit 3.3 to Form 8-A filed by registrant on April 28, [removed: 2014](http://www.sec.gov/Archives/edgar/data/1281761/000119312514163147/d717095dex33.htm)] [added: 2014.](http://www.sec.gov/Archives/edgar/data/1281761/000119312514163147/d717095dex33.htm)] | [added: | | | | |]

| 3.4 | [added: | |] [Certificate of Designations, incorporated by reference to Exhibit 3.4 to Form 8-A filed by registrant on April 29, 2019.](http://www.sec.gov/Archives/edgar/data/1281761/000119312519124304/d739526dex34.htm) | [added: | | | | |]

| [removed: 3.5] [added: 3.6] | [added: | |] [Bylaws as amended and restated, incorporated by reference to Exhibit 3.2 to Form 8-K Current Report filed by registrant on July 24, 2019](http://www.sec.gov/Archives/edgar/data/1281761/000128176119000067/rfc2019bylaws.htm). | [added: | | | | |]

| 4.1 | [added: | |] Instruments defining the rights of security holders, including indentures. The registrant hereby agrees to furnish to the Commission upon request copies of instruments defining the rights of holders of long-term debt of the registrant and its consolidated subsidiaries; no issuance of debt exceeds 10 percent of the assets of the registrant and its subsidiaries on a consolidated basis. | [added: | | | | |]

| 4.2 | [added: | |] [Deposit Agreement, dated as of November 1, 2012, by and among Regions Financial Corporation, Computershare Trust Company, N.A., as depositary, Computershare Inc., and the holders from time to time of the depositary receipts described therein, incorporated by reference to Exhibit 4.1 to Form 8-A filed by registrant on November 1, [removed: 2012](http://www.sec.gov/Archives/edgar/data/1281761/000119312512444531/d430770dex41.htm)] [added: 2012.](http://www.sec.gov/Archives/edgar/data/1281761/000119312512444531/d430770dex41.htm)] | [added: | | | | |]

| 4.3 | [added: | |] [Form of depositary receipt representing the Depositary Shares incorporated by reference to Exhibit 4.2 to Form 8-A filed by registrant on November 1, [removed: 2012](http://www.sec.gov/Archives/edgar/data/1281761/000119312512444531/d430770dex41.htm)] [added: 2012.](http://www.sec.gov/Archives/edgar/data/1281761/000119312512444531/d430770dex41.htm)] | [added: | | | | |]

| 4.4 | [added: | |] [Form of Stock Certificate representing the Preferred Stock, incorporated by reference to Exhibit 4.3 to Form 8-A filed by registrant on November 1, [removed: 2012](http://www.sec.gov/Archives/edgar/data/1281761/000119312512444531/d430770dex43.htm)] [added: 2012.](http://www.sec.gov/Archives/edgar/data/1281761/000119312512444531/d430770dex43.htm)] | [added: | | | | |]

| 4.5 | [added: | |] [Deposit Agreement, dated as of April 29, 2014, by and among Regions Financial Corporation, Computershare Trust Company, N.A., as depositary, Computershare, Inc. and the holders from time to time of the depositary receipts described therein, incorporated by reference to Exhibit 4.1 to the Form 8-K [added: Current Report] filed by registrant on April 29, [removed: 2014](http://www.sec.gov/Archives/edgar/data/1281761/000119312514167390/d717083dex41.htm)] [added: 2014.](http://www.sec.gov/Archives/edgar/data/1281761/000119312514167390/d717083dex41.htm)] | [added: | | | | |]

| 4.6 | [added: | |] [Form of depositary receipt representing the Depositary Shares, incorporated by reference to Exhibit 4.2 to the Form 8-K [added: Current Report] filed by registrant on April 29, [removed: 2014](http://www.sec.gov/Archives/edgar/data/1281761/000119312514167390/d717083dex41.htm)] [added: 2014.](http://www.sec.gov/Archives/edgar/data/1281761/000119312514167390/d717083dex41.htm)] | [added: | | | | |]

| 4.7 | [added: | |] [Form of certificate representing the Series B Preferred Stock, incorporated by reference to Exhibit 4.3 to the Form 8-A filed by registrant on April 28, [removed: 2014](http://www.sec.gov/Archives/edgar/data/1281761/000119312514163147/d717095dex43.htm)] [added: 2014.](http://www.sec.gov/Archives/edgar/data/1281761/000119312514163147/d717095dex43.htm)] | [added: | | | | |]

| 4.8 | [added: | |] [Deposit Agreement, dated as of April 30, 2019, by and among Regions Financial Corporation, Computershare, Inc., and Computershare Trust Company, N.A., jointly as depositary, and the holders from time to time of the depositary receipts described therein, incorporated by reference to Exhibit 4.1 to the Form 8-A filed by registrant on April 29, 2019.](http://www.sec.gov/Archives/edgar/data/1281761/000119312519124304/d739526dex41.htm) | [added: | | | | |]

| 4.9 | [added: | |] [Form of depositary receipt representing the Depositary Shares, incorporated by reference to Exhibit 4.1 to the Form 8-A filed by registrant on April 29, 2019.](http://www.sec.gov/Archives/edgar/data/1281761/000119312519124304/d739526dex41.htm) | [added: | | | | |]

| [removed: 4.10] [added: 4.12] | [added: | |] [Description of Registered [removed: Securities.](https://www.sec.gov/Archives/edgar/data/1281761/000128176120000010/rf-20191231xex410.htm)] [added: Securities.](https://www.sec.gov/Archives/edgar/data/1281761/000128176121000012/rf-20201231xex412.htm)] | [added: | | | | |]

| 10.1* | [added: | |] [Regions Financial Corporation 2015 Long Term Incentive Plan, incorporated by reference to Appendix B to Regions Financial Corporation’s Proxy Statement dated March 10, 2015, for the Regions Annual Meeting of Stockholders held April 23, 2015.](http://www.sec.gov/Archives/edgar/data/1281761/000119312515085528/d825466ddef14a.htm#toc825466_93) | [added: | | | | |]

| 10.2* | [added: | |] [Amendment Number One to the Regions Financial Corporation 2015 Long Term Incentive Plan, incorporated by reference to Exhibit 10.1 to Form 10-Q Quarterly Report filed by registrant on May 5, 2017.](http://www.sec.gov/Archives/edgar/data/1281761/000128176117000047/rf-20170331xex101.htm) | [added: | | | | |]

| 10.3* | [removed: [Form] [added: | | [2019 Form] of Notice and Form of Director Restricted Stock [added: Unit] Award Agreement under Regions Financial Corporation 2015 Long Term Incentive Plan, incorporated by reference to Exhibit 10.1 to Form 10-Q Quarterly Report filed by registrant on August [removed: 5, 2016.](http://www.sec.gov/Archives/edgar/data/1281761/000128176116000155/rf-20160630xex101.htm)] [added: 7, 2019.](http://www.sec.gov/Archives/edgar/data/1281761/000128176119000071/rf-2019630xex101.htm)] | [added: | | | | |]

| [removed: 10.4*] [added: 10.7*] | [added: | |] [2019 Form of Notice and Form of [removed: Director] Restricted Stock Unit Award Agreement under Regions Financial Corporation 2015 Long Term Incentive Plan, incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to Form 10-Q Quarterly Report filed by registrant on August 7, [removed: 2019.](http://www.sec.gov/Archives/edgar/data/1281761/000128176119000071/rf-2019630xex101.htm)] [added: 2019.](http://www.sec.gov/Archives/edgar/data/1281761/000128176119000071/rf-2019630xex102.htm)] | [added: | | | | |]

| 10.5* | [added: | |] [2017 Form of Notice and Form of Restricted Stock Unit Award Agreement under Regions Financial Corporation 2015 Long Term Incentive Plan, incorporated by reference to Exhibit 10.3 to Form 10-Q Quarterly Report filed by registrant on August 4, 2017.](http://www.sec.gov/Archives/edgar/data/1281761/000128176117000078/rf-20170630xex103.htm) | [added: | | | | |]

| 10.6* | [added: | |] [2018 Form of Notice and Form of Restricted Stock Unit Award Agreement under Regions Financial Corporation 2015 Long Term Incentive Plan, incorporated by reference to Exhibit 10.1 to Form 10-Q Quarterly Report filed by registrant on August 8, 2018.](http://www.sec.gov/Archives/edgar/data/1281761/000128176118000092/rf-2018630xex101.htm) | [added: | | | | |]

| [removed: 10.7*] [added: 10.11*] | [added: | |] [2019 Form of Notice and Form of [removed: Restricted] [added: Performance] Stock Unit Award Agreement under Regions Financial Corporation 2015 Long Term Incentive Plan, incorporated by reference to Exhibit [removed: 10.2] [added: 10.3] to Form 10-Q Quarterly Report filed by registrant on August 7, [removed: 2019.](http://www.sec.gov/Archives/edgar/data/1281761/000128176119000071/rf-2019630xex102.htm)] [added: 2019.](http://www.sec.gov/Archives/edgar/data/1281761/000128176119000071/rf-2019630xex103.htm)] | [added: | | | | |]

| [removed: 10.8*] [added: 10.9*] | [added: | |] [2017 Form of Notice and Form of Performance Stock Unit Award Agreement under Regions Financial Corporation 2015 Long Term Incentive Plan, incorporated by reference to Exhibit 10.4 to Form 10-Q Quarterly Report filed by registrant on August 4, 2017.](http://www.sec.gov/Archives/edgar/data/1281761/000128176117000078/rf-20170630xex104.htm) | [added: | | | | |]

| [removed: 10.9*] [added: 10.10*] | [added: | |] [2018 Form of Notice and Form of Performance Stock Unit Award Agreement under Regions Financial Corporation 2015 Long Term Incentive Plan, incorporated by reference to Exhibit 10.2 to Form 10-Q Quarterly Report filed by registrant on August 8, 2018.](http://www.sec.gov/Archives/edgar/data/1281761/000128176118000092/rf-2018630xex102.htm) | [added: | | | | |]

| [removed: 10.10*] [added: 10.15*] | [added: | |] [2019 Form of Notice and Form of Performance [removed: Stock] Unit Award Agreement under Regions Financial Corporation 2015 Long Term Incentive Plan, incorporated by reference to Exhibit 10.3 to Form 10-Q Quarterly Report filed by registrant on August 7, 2019.](http://www.sec.gov/Archives/edgar/data/1281761/000128176119000071/rf-2019630xex103.htm) | [added: | | | | |]

| [removed: 10.11*] [added: 10.13*] | [added: | |] [2017 Form of Notice and Form of Performance Unit Award Agreement under Regions Financial Corporation 2015 Long Term Incentive Plan, incorporated by reference to Exhibit 10.5 to Form 10-Q Quarterly Report filed by registrant on August 4, 2017.](http://www.sec.gov/Archives/edgar/data/1281761/000128176117000078/rf-20170630xex105.htm) | [added: | | | | |]

| [removed: 10.12*] [added: 10.14*] | [added: | |] [2018 Form of Notice and Form of Performance Unit Award Agreement under Regions Financial Corporation 2015 Long Term Incentive Plan, incorporated by reference to Exhibit 10.3 to Form 10-Q Quarterly Report filed by registrant on August 8, 2018.](http://www.sec.gov/Archives/edgar/data/1281761/000128176118000092/rf-2018630xex103.htm) | [added: | | | | |]

| [removed: 10.13*] [added: 10.12*] | [removed: [2019] [added: | | [2020] Form of Notice and Form of Performance [added: Stock] Unit Award Agreement under Regions Financial Corporation 2015 Long Term Incentive Plan, incorporated by reference to Exhibit 10.3 to Form 10-Q Quarterly Report filed by registrant on August [removed: 7, 2019.](http://www.sec.gov/Archives/edgar/data/1281761/000128176119000071/rf-2019630xex103.htm)] [added: 5, 2020.](https://www.sec.gov/Archives/edgar/data/1281761/000128176120000075/rf-2020630xex103.htm)] | [added: | | | | |]

| [removed: 10.14*] [added: 10.17*] | [added: | |] [Regions Financial Corporation 2010 Long Term Incentive Plan, incorporated by reference to Appendix B to Regions Financial Corporation’s Proxy Statement dated April 1, 2010, for the Regions Annual Meeting of Stockholders held May 13, 2010.](http://www.sec.gov/Archives/edgar/data/1281761/000119312510073976/ddef14a.htm#toc84908_88) | [added: | | | | |]

| [removed: 10.15*] [added: 10.18*] | [added: | |] [Amendment, effective August 31, 2010, to Regions Financial Corporation 2010 Long Term Incentive Plan, incorporated by reference to Exhibit 10.1 to Form 10-Q Quarterly Report filed by registrant on November 3, 2010.](http://www.sec.gov/Archives/edgar/data/1281761/000119312510246226/dex101.htm) | [added: | | | | |]

| [removed: 10.16*] [added: 10.19*] | [added: | |] [Form of stock option grant agreement under Regions Financial Corporation 2010 Long Term Incentive Plan, incorporated by reference to Exhibit 10.5 to Form 10-K Annual Report filed by registrant on February 24, 2011.](http://www.sec.gov/Archives/edgar/data/1281761/000119312511045404/dex105.htm) | [added: | | | | |]

| [removed: 10.17*] [added: 10.20*] | [added: | |] [Regions Financial Corporation Directors’ Deferred Restricted Stock Unit Plan, incorporated by reference to Exhibit 10.26 to Form 10-K Annual Report filed by registrant on February 22, 2019.](http://www.sec.gov/Archives/edgar/data/1281761/000128176119000019/rf-20181231xex1026.htm) | [added: | | | | |]

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| 3.5 | | | [Certificate of Designations, incorporated by reference to Exhibit 3.1 to the Form 8-K Current Report filed by registrant on June 5, 2020.](https://www.sec.gov/Archives/edgar/data/1281761/000119312520162091/d937005dex31.htm) | | | | | |

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Table of Contents

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| SEC Assigned Exhibit Number | | | Description of Exhibits | | | | | |

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| 4.10 | | | [Deposit Agreement, dated as of June 5, 2020, by and among Regions Financial Corporation, Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary, and the holders from time to time of the depositary receipts described therein, incorporated by reference to Exhibit 4.1 to the Form 8-K Current Report filed by registrant on June 5, 2020.](https://www.sec.gov/Archives/edgar/data/1281761/000119312520162091/d937005dex41.htm) | | | | | |

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| 4.11 | | | [Form of depositary receipt representing the Depositary Shares, incorporated by reference to Exhibit 4.2 to the Form 8-K Current Report filed by registrant on June 5, 2020.](https://www.sec.gov/Archives/edgar/data/1281761/000119312520162091/d937005dex41.htm) | | | | | |

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| 10.4* | | | [2020 Form of Notice and Form of Director Restricted Stock Unit Award Agreement under Regions Financial Corporation 2015 Long Term Incentive Plan, incorporated by reference to Exhibit 10.1 to Form 10-Q Quarterly Report filed by registrant on August 5, 2020.](https://www.sec.gov/Archives/edgar/data/1281761/000128176120000075/rf-2020630xexx101.htm) | | | | | |

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Table of Contents

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| 10.42* | [Regions Financial Corporation Post 2006 Supplemental Executive Retirement Plan Amended and Restated as of January 1, 2020.](https://www.sec.gov/Archives/edgar/data/1281761/000128176120000010/rf-20191231xex1042.htm) |

| 10.46* | [Regions Financial Corporation Use of Corporate Aircraft Policy, amended and restated December 2019.](https://www.sec.gov/Archives/edgar/data/1281761/000128176120000010/rf-20191231xex1046.htm) |

| 10.47* | [Regions Financial Corporation Amended and Restated Management Incentive Plan, incorporated by reference to Exhibit 10.1 to Form 8-K Current report filed by registrant on May 25, 2012.](http://www.sec.gov/Archives/edgar/data/1281761/000119312512249194/d357078dex101.htm) |

| 10.48* | [Amendment Number One to the Regions Financial Corporation Amended and Restated Management Incentive Plan, incorporated by reference to Exhibit 10.3 to Form 10-Q Quarterly Report filed by registrant on November 5, 2014.](http://www.sec.gov/Archives/edgar/data/1281761/000128176114000074/rf-20140930xex103.htm) |

| DATE: | [added: | |] February [removed: 21, 2020] [added: 24, 2021] | | [added: | | | |] Regions Financial Corporation | [added: | |]

| | | [added: | | | |] By: | [added: | |] /S/ JOHN M. TURNER, JR. | [added: | |]

| | | | [added: | | | | | |] John M. Turner, [removed: Jr. President] [added: Jr. President] and Chief Executive Officer | [added: | |]