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Item 1. Financial Statements (Unaudited)

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Item 1. Financial Statements (Unaudited)

REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

March 31, 2024December 31, 2023
(In millions, except share data)
Assets
Cash and due from banks$2,527$2,635
Interest-bearing deposits in other banks8,7234,166
Debt securities held to maturity (estimated fair value of $701 and $716, respectively)743754
Debt securities available for sale (amortized cost of $30,909 and $30,864, respectively)27,88128,104
Loans held for sale (includes $259 and $201 measured at fair value, respectively)417400
Loans, net of unearned income96,86298,379
Allowance for loan losses(1,617)(1,576)
Net loans95,24596,803
Other earning assets1,4781,417
Premises, equipment and software, net1,6351,642
Interest receivable588614
Goodwill5,7335,733
Residential mortgage servicing rights at fair value1,026906
Other identifiable intangible assets, net196205
Other assets8,7178,815
Total assets$154,909$152,194
Liabilities and Equity
Deposits:
Non-interest-bearing$41,824$42,368
Interest-bearing87,15885,420
Total deposits128,982127,788
Borrowed funds:
Short-term borrowings1,000—
Long-term borrowings3,3272,330
Total borrowed funds4,3272,330
Other liabilities4,5224,583
Total liabilities137,831134,701
Equity:
Preferred stock, authorized 10 million shares, par value $1.00 per share:
Non-cumulative perpetual, including related surplus, net of issuance costs; issued—1,403,500 shares1,6591,659
Common stock, authorized 3 billion shares, par value $0.01 per share:
Issued including treasury stock—958,004,085 and 963,375,681 shares, respectively1010
Additional paid-in capital11,66611,757
Retained earnings8,3048,186
Treasury stock, at cost— 41,032,676 shares(1,371)(1,371)
Accumulated other comprehensive income (loss), net(3,224)(2,812)
Total shareholders’ equity17,04417,429
Noncontrolling interest3464
Total equity17,07817,493
Total liabilities and equity$154,909$152,194

See notes to consolidated financial statements.

REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

Three Months Ended March 31
20242023
(In millions, except per share data)
Interest income on:
Loans, including fees$1,421$1,360
Debt securities209187
Loans held for sale87
Other earning assets8687
Total interest income1,7241,641
Interest expense on:
Deposits495179
Short-term borrowings15
Long-term borrowings4440
Total interest expense540224
Net interest income1,1841,417
Provision for credit losses152135
Net interest income after provision for credit losses1,0321,282
Non-interest income:
Service charges on deposit accounts148155
Card and ATM fees116121
Investment management and trust fee income8176
Capital markets income9142
Mortgage income4124
Securities gains (losses), net(50)(2)
Other136118
Total non-interest income563534
Non-interest expense:
Salaries and employee benefits658616
Equipment and software expense101102
Net occupancy expense7473
Other298236
Total non-interest expense1,1311,027
Income before income taxes464789
Income tax expense96177
Net income$368$612
Net income available to common shareholders$343$588
Weighted-average number of shares outstanding:
Basic921935
Diluted923942
Earnings per common share:
Basic$0.37$0.63
Diluted0.370.62

See notes to consolidated financial statements.

REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Three Months Ended March 31
20242023
(In millions)
Net income$368$612
Other comprehensive income (loss), net of tax:
Unrealized losses on securities transferred to held to maturity:
Unrealized losses on securities transferred to held to maturity during the period (net of zero and zero tax effect, respectively)——
Less: reclassification adjustments for amortization of unrealized losses on securities transferred to held to maturity (net of zero and zero tax effect, respectively)——
Net change in unrealized losses on securities transferred to held to maturity, net of tax——
Unrealized gains (losses) on securities available for sale:
Unrealized holding gains (losses) arising during the period (net of ($81) and $114 tax effect, respectively)(237)333
Less: reclassification adjustments for securities gains (losses) realized in net income (net of $(13) and zero tax effect, respectively)(37)(2)
Net change in unrealized gains (losses) on securities available for sale, net of tax(200)335
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
Unrealized holding gains (losses) on derivatives arising during the period (net of ($104) and $50 tax effect, respectively)(303)148
Less: reclassification adjustments for gains (losses) on derivative instruments realized in net income (net of ($30) and $(4) tax effect, respectively)(87)(11)
Net change in unrealized gains (losses) on derivative instruments, net of tax(216)159
Defined benefit pension plans and other post employment benefits:
Net actuarial gains (losses) arising during the period (net of zero and zero tax effect, respectively)——
Less: reclassification adjustments for amortization of actuarial loss and settlements realized in net income (net of ($2) and ($2) tax effect, respectively)(4)(5)
Net change from defined benefit pension plans and other post employment benefits, net of tax45
Other comprehensive income (loss), net of tax(412)499
Comprehensive income (loss)$(44)$1,111

See notes to consolidated financial statements.

REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

Shareholders' Equity
Preferred StockCommon StockAdditional Paid-In CapitalRetained EarningsTreasury Stock, At CostAccumulated Other Comprehensive Income (Loss), NetTotalNon- controlling Interest
SharesAmountSharesAmount
(In millions, except per share data)
BALANCE AT JANUARY 1, 20232$1,659934$10$11,988$7,004$(1,371)$(3,343)$15,947$4
Cumulative effect from change in accounting guidance—————28——28—
Net income—————612——612—
Other comprehensive income (loss), net of tax———————499499—
Cash dividends declared—————(187)——(187)—
Preferred stock dividends—————(24)——(24)—
Impact of common stock transactions under compensation plans, net————8———8—
Other—————————15
BALANCE AT MARCH 31, 20232$1,659934$10$11,996$7,433$(1,371)$(2,844)$16,883$19
BALANCE AT JANUARY 1, 20242$1,659924$10$11,757$8,186$(1,371)$(2,812)$17,429$64
Cumulative effect from change in accounting guidance—————(5)——(5)—
Net income—————368——368—
Other comprehensive income (loss), net of tax———————(412)(412)—
Cash dividends declared—————(220)——(220)—
Preferred stock dividends—————(25)——(25)—
Impact of common stock share repurchases——(6)—(102)———(102)—
Impact of common stock transactions under compensation plans, net————11———11—
Other—————————(30)
BALANCE AT MARCH 31, 20242$1,659918$10$11,666$8,304$(1,371)$(3,224)$17,044$34

See notes to consolidated financial statements.

REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31
20242023
(In millions)
Operating activities:
Net income$368$612
Adjustments to reconcile net income to net cash from operating activities:
Provision for credit losses152135
Depreciation, amortization and accretion, net4863
Securities (gains) losses, net502
Deferred income tax expense3543
Originations and purchases of loans held for sale(1,280)(826)
Proceeds from sales of loans held for sale1,265622
(Gain) loss on sale of loans, net(13)(8)
Net change in operating assets and liabilities:
Other earning assets(61)(27)
Interest receivable and other assets(130)297
Other liabilities(59)(742)
Other2125
Net cash from operating activities396196
Investing activities:
Proceeds from maturities of debt securities held to maturity1111
Proceeds from sales of debt securities available for sale1,26028
Proceeds from maturities of debt securities available for sale702729
Purchases of debt securities available for sale(2,077)(662)
Net (payments for) proceeds from bank-owned life insurance12
Proceeds from sales of loans443
Purchases of loans(180)(66)
Net change in loans1,611(1,130)
Purchases of mortgage servicing rights(119)(18)
Net purchases of other assets(4)(33)
Net cash from investing activities1,209(1,096)
Financing activities:
Net change in deposits1,194(3,283)
Net change in short-term borrowings1,0002,000
Proceeds from long-term borrowings1,000—
Cash dividends on common stock(222)(187)
Cash dividends on preferred stock(25)(24)
Repurchases of common stock(102)—
Taxes paid related to net share settlement of equity awards(1)—
Net cash from financing activities2,844(1,494)
Net change in cash and cash equivalents4,449(2,394)
Cash and cash equivalents at beginning of year6,80111,227
Cash and cash equivalents at end of period$11,250$8,833

See notes to consolidated financial statements.

REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. BASIS OF PRESENTATION

Regions Financial Corporation (“Regions” or the "Company”) provides a full range of banking and bank-related services to individual and corporate customers through its subsidiaries and branch offices located across the South, Midwest and Texas as well as delivering specialty capabilities nationwide. Regions is subject to the regulations of certain government agencies and undergoes periodic examinations by certain regulatory authorities.

The accounting and reporting policies of Regions and the methods of applying those policies that materially affect the consolidated financial statements conform with GAAP and with general financial services industry practices. The accompanying interim financial statements have been prepared in accordance with the instructions for Form 10-Q and, therefore, do not include all information and notes to the consolidated financial statements necessary for a complete presentation of financial position, results of operations, comprehensive income (loss) and cash flows in conformity with GAAP. In the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair presentation of the consolidated financial statements have been included. These interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto in Regions’ Annual Report on Form 10-K for the year ended December 31, 2023. Regions has evaluated all subsequent events for potential recognition and disclosure through the filing date of this Form 10-Q.

During 2024, the Company adopted new accounting guidance. See below and Note 13 for related disclosures.

BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of Regions, its subsidiaries and certain VIEs. See Note 1 in Regions’ Annual Report on Form 10-K for the year ended December 31, 2023 for additional information about consolidation principals surrounding VIEs. On January 1, 2024, the Company adopted new accounting guidance that allows entities to elect to account for qualifying tax credit investments using the proportional amortization method, on a tax-credit program by tax-credit program basis, if certain conditions are met. Regions adopted the guidance under the modified-retrospective transition approach, with an immaterial cumulative impact recorded to retained earnings. Previously, Regions recognized equity investments in economic development projects at cost, with periodic adjustments for impairment, and applied proportional amortization to investments in affordable housing projects in accordance with other guidance. Refer to Note 2 for additional disclosures.

NOTE 2. VARIABLE INTEREST ENTITIES

Regions is involved in various entities that are considered to be VIEs, as defined by authoritative accounting literature. Generally, a VIE is a corporation, partnership, trust or other legal structure that either does not have equity investors with substantive voting rights or has equity investors that do not provide sufficient financial resources for the entity to support its activities. The following discusses the VIEs in which Regions has a significant interest.

Regions periodically invests in various limited partnerships that sponsor affordable housing projects and economic development projects, which then provide tax credits to Regions. These investments are funded through a combination of debt and equity. These partnerships meet the definition of a VIE and are collectively referred to as tax credit investments in the table below. On January 1, 2024, the Company adopted accounting guidance that allows the Company to utilize the proportional amortization method of accounting for economic development projects, which has historically been used for affordable housing projects. Economic development projects are not presented in prior periods as their balances were not material. Due to the nature of the management activities of the general partner, Regions is not the primary beneficiary of these partnerships. Refer to Note 1 "Summary of Significant Accounting Policies" in the Annual Report on Form 10-K for the year ended December 31, 2023, for additional details. Additionally, Regions has loans or letters of credit commitments with certain limited partnerships. The funded portion of the loans and letters of credit are classified as commercial and industrial loans or investor real estate loans as applicable in Note 4 .

A summary of Regions’ tax credit investments and related loans and letters of credit, representing Regions’ maximum exposure to loss, is as follows:

March 31, 2024December 31, 2023
(In millions)
Tax credit investments included in other assets$1,453$1,415
Unfunded tax credit commitments included in other liabilities558592
Loans and letters of credit commitments719730
Funded portion of loans and letters of credit commitments414395
Three Months Ended March 31
20242023
(In millions)
Tax credits and other tax benefits recognized$55$51
Tax credit amortization expense included in income tax expense4641

In addition to the investments discussed above, Regions also syndicates affordable housing investments. In these syndication transactions, Regions creates affordable housing funds in which a subsidiary is the general partner or managing member and sells limited partnership interests to third parties. Regions' general partner or managing member interest represents an insignificant interest in the affordable housing fund. The affordable housing funds meet the definition of a VIE. As Regions is not the primary beneficiary and does not have a significant interest, these investments are not consolidated. At March 31, 2024 and December 31, 2023, the value of Regions’ general partnership interest in affordable housing investments was immaterial.

NOTE 3. DEBT SECURITIES

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

March 31, 2024
Recognized in OCI (1)Not recognized in OCI
Amortized CostGross Unrealized GainsGross Unrealized LossesCarrying ValueGross Unrealized GainsGross Unrealized LossesEstimated Fair Value
(In millions)
Debt securities held to maturity:
Mortgage-backed securities:
Residential agency$237$—$(8)$229$—$(18)$211
Commercial agency514——514—(24)490
$751$—$(8)$743$—$(42)$701
Debt securities available for sale:
U.S. Treasury securities$1,211$—$(101)$1,110$1,110
Federal agency securities5662(23)545545
Obligations of states and political subdivisions2——22
Mortgage-backed securities:
Residential agency20,68633(2,369)18,35018,350
Commercial agency7,3041(528)6,7776,777
Commercial non-agency93—(11)8282
Corporate and other debt securities1,0472(34)1,0151,015
$30,909$38$(3,066)$27,881$27,881
December 31, 2023
Recognized in OCI (1)Not recognized in OCI
Amortized CostGross Unrealized GainsGross Unrealized LossesCarrying ValueGross Unrealized GainsGross Unrealized LossesEstimated Fair Value
(In millions)
Debt securities held to maturity:
Mortgage-backed securities:
Residential agency$247$—$(8)$239$—$(16)$223
Commercial agency516—(1)515—(22)493
$763$—$(9)$754$—$(38)$716
Debt securities available for sale:
U.S. Treasury securities$1,322$—$(99)$1,223$1,223
Federal agency securities1,0854(46)1,0431,043
Obligations of states and political subdivisions2——22
Mortgage-backed securities:
Residential agency19,45052(2,130)17,37217,372
Commercial agency7,8072(502)7,3077,307
Commercial non-agency93—(10)8383
Corporate and other debt securities1,1054(35)1,0741,074
$30,864$62$(2,822)$28,104$28,104

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

Debt securities with carrying values of $19.7 billion and $24.0 billion at March 31, 2024 and December 31, 2023, respectively, were pledged to secure public funds, trust deposits and other borrowing arrangements.

The amortized cost and estimated fair value of debt securities held to maturity and debt securities available for sale at March 31, 2024, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

Amortized CostEstimated Fair Value
(In millions)
Debt securities held to maturity:
Mortgage-backed securities:
Residential agency$237$211
Commercial agency514490
$751$701
Debt securities available for sale:
Due in one year or less$367$360
Due after one year through five years1,8511,729
Due after five years through ten years457448
Due after ten years151135
Mortgage-backed securities:
Residential agency20,68618,350
Commercial agency7,3046,777
Commercial non-agency9382
$30,909$27,881

The following tables present gross unrealized losses and the related estimated fair value of debt securities held to maturity and debt securities available for sale at March 31, 2024 and December 31, 2023. For debt securities transferred to held to maturity from available for sale, the analysis in the tables below compares the securities' original amortized cost to its current estimated fair value. All securities in an unrealized position are segregated between investments that have been in a continuous unrealized loss position for less than twelve months and for twelve months or more.

March 31, 2024
Less Than Twelve MonthsTwelve Months or MoreTotal
Estimated Fair ValueGross Unrealized LossesEstimated Fair ValueGross Unrealized LossesEstimated Fair ValueGross Unrealized Losses
(In millions)
Debt securities held to maturity:
Mortgage-backed securities:
Residential agency$—$—$211$(26)$211$(26)
Commercial agency——490(24)490(24)
$—$—$701$(50)$701$(50)
Debt securities available for sale:
U.S Treasury securities$10$—$1,086$(101)$1,096$(101)
Federal agency securities349(9)98(14)447(23)
Mortgage-backed securities:
Residential agency2,091(17)14,635(2,352)16,726(2,369)
Commercial agency654(16)6,030(512)6,684(528)
Commercial non-agency——82(11)82(11)
Corporate and other debt securities51(1)802(33)853(34)
$3,155$(43)$22,733$(3,023)$25,888$(3,066)
December 31, 2023
Less Than Twelve MonthsTwelve Months or MoreTotal
Estimated Fair ValueGross Unrealized LossesEstimated Fair ValueGross Unrealized LossesEstimated Fair ValueGross Unrealized Losses
(In millions)
Debt securities held to maturity:
Mortgage-backed securities:
Residential agency$—$—$223$(23)$223$(23)
Commercial agency——493(23)493(23)
$—$—$716$(46)$716$(46)
Debt securities available for sale:
U.S. Treasury securities$6$—$1,201$(99)$1,207$(99)
Federal agency securities237(5)666(41)903(46)
Mortgage-backed securities:
Residential agency241(3)15,144(2,127)15,385(2,130)
Commercial agency612(7)6,583(495)7,195(502)
Commercial non-agency——82(10)82(10)
Corporate and other debt securities23—879(35)902(35)
$1,119$(15)$24,555$(2,807)$25,674$(2,822)

The number of individual debt positions in an unrealized loss position in the tables above increased to 1,738 at March 31, 2024 from 1,703 at December 31, 2023. The increase in the total amount of unrealized losses was impacted by changes in market interest rates. In instances where an unrealized loss existed, there was no indication of an adverse change in credit on the underlying positions in the tables above. As it relates to these positions, management believes no individual unrealized loss represented credit impairment as of those dates. At March 31, 2024, the Company does not intend to sell, and it is not more likely than not that the Company will be required to sell, the positions before the recovery of their amortized cost bases, which may be at maturity.

Gross realized losses on sales of debt securities available for sale for the three months ended March 31, 2024 totaled $50 million while gross realized gains were zero. Gross realized gains and losses on sales of debt securities were immaterial for three months ended March 31, 2023. The cost of securities sold is based on the specific identification method. As part of the Company's normal process for evaluating impairment, impairment identified by management was immaterial for the three months ended March 31, 2024. No credit-related impairment was identified by management for three months ended March 31, 2023.

NOTE 4. LOANS AND THE ALLOWANCE FOR CREDIT LOSSES

LOANS

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

March 31, 2024December 31, 2023
(In millions)
Commercial and industrial$49,701$50,865
Commercial real estate mortgage—owner-occupied4,7884,887
Commercial real estate construction—owner-occupied306281
Total commercial54,79556,033
Commercial investor real estate mortgage6,4226,605
Commercial investor real estate construction2,3412,245
Total investor real estate8,7638,850
Residential first mortgage20,19920,207
Home equity lines3,1553,221
Home equity loans2,4152,439
Consumer credit card1,3141,341
Other consumer—exit portfolio2843
Other consumer6,1936,245
Total consumer33,30433,496
Total loans, net of unearned income$96,862$98,379

ALLOWANCE FOR CREDIT LOSSES

Regions determines the appropriate level of the allowance on a quarterly basis. Refer to Note 1 "Summary of Significant Accounting Policies" in the Annual Report on Form 10-K for the year ended December 31, 2023, for a description of the methodology.

ROLLFORWARD OF ALLOWANCE FOR CREDIT LOSSES

The following tables present analyses of the allowance for credit losses by portfolio segment for three months ended March 31, 2024, and 2023.

Three Months Ended March 31, 2024
CommercialInvestor Real EstateConsumerTotal
(In millions)
Allowance for loan losses, January 1, 2024$722$192$662$1,576
Provision for loan losses882351162
Loan losses:
Charge-offs(62)(5)(74)(141)
Recoveries811120
Net loan (losses) recoveries(54)(4)(63)(121)
Allowance for loan losses, March 31, 20247562116501,617
Reserve for unfunded credit commitments, January 1, 2024921319124
Provision for (benefit from) unfunded credit losses(5)(3)(2)(10)
Reserve for unfunded credit commitments, March 31, 2024871017114
Allowance for credit losses, March 31, 2024$843$221$667$1,731
Three Months Ended March 31, 2023
CommercialInvestor Real EstateConsumerTotal
(In millions)
Allowance for loan losses, December 31, 2022$665$121$678$1,464
Cumulative effect of accounting guidance (1)(3)(3)(32)(38)
Allowance for loan losses, January 1, 2023 (adjusted for change in accounting guidance)$662$118$646$1,426
Provision for loan losses70851129
Loan losses:
Charge-offs(49)—(56)(105)
Recoveries10—1222
Net loan (losses) recoveries(39)—(44)(83)
Allowance for loan losses, March 31, 20236931266531,472
Reserve for unfunded credit commitments, January 1, 2023722125118
Provision for (benefit from) unfunded credit losses56(5)6
Reserve for unfunded credit commitments, March 31, 2023772720124
Allowance for credit losses, March 31, 2023$770$153$673$1,596

(1) See Note 1 in the Annual Report on Form 10-K for the year ended December 31, 2023 for additional information.

PORTFOLIO SEGMENT RISK FACTORS

Regions' portfolio segments are commercial, investor real estate, and consumer. Classes within each segment present unique credit risks. Refer to Note 5 "Allowance for Credit Losses" in the Annual Report on Form 10-K for the year ended December 31, 2023 for information regarding Regions' portfolio segments and related classes, as well as the risks specific to each.

CREDIT QUALITY INDICATORS

The commercial and investor real estate portfolio segments' primary credit quality indicator is internal risk ratings which are detailed by categories related to underlying credit quality and probability of default. Regions assigns these risk ratings at loan origination and reviews the relationship utilizing a risk-based approach on, at minimum, an annual basis or at any time management becomes aware of information affecting the borrowers' ability to fulfill their obligations. Both quantitative and qualitative factors are considered in this review process. Refer to Note 5 "Allowance for Credit Losses" in the Annual Report on Form 10-K for the year ended December 31, 2023 for information regarding commercial risk ratings.

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

The following tables present applicable credit quality indicators for the loan portfolio segments and classes, excluding loans held for sale and gross charge-offs, by vintage year as of March 31, 2024 and December 31, 2023. Regions defines the vintage date for the purposes of disclosure as the date of the most recent credit decision. In general, renewals that are categorized as new credit decisions reflect the renewal date as the vintage date. Classes in the commercial and investor real estate portfolio segments are disclosed by risk rating. Classes in the consumer portfolio segment are disclosed by current FICO scores. Refer to Note 5 "Allowance for Credit Losses" in the Annual Report on Form 10-K for the year ended December 31, 2023 for more information regarding Regions' credit quality indicators.

March 31, 2024
Term LoansRevolving LoansRevolving Loans Converted to AmortizingUnallocated (1)Total
20242023202220212020Prior
(In millions)
Commercial and industrial:
Risk rating:
Pass$1,966$7,132$7,997$4,625$2,196$4,258$18,512$—$(18)$46,668
Special Mention16151174513351598——1,074
Substandard Accrual2280376853769734——1,403
Non-accrual116214537628177——556
Total commercial and industrial$2,005$7,525$8,692$4,798$2,272$4,406$20,021$—$(18)$49,701
Commercial real estate mortgage—owner-occupied:
Risk rating:
Pass$149$750$912$929$622$1,033$99$—$(5)$4,489
Special Mention24224114571——141
Substandard Accrual—3353316292——118
Non-accrual228115111——40
Total commercial real estate mortgage—owner-occupied:$153$759$977$1,014$657$1,130$103$—$(5)$4,788
Commercial real estate construction—owner-occupied:
Risk rating:
Pass$21$101$44$43$22$46$5$—$—$282
Special Mention———11————2
Substandard Accrual——10—11———12
Non-accrual—2——26———10
Total commercial real estate construction—owner-occupied:$21$103$54$44$26$53$5$—$—$306
Total commercial$2,179$8,387$9,723$5,856$2,955$5,589$20,129$—$(23)$54,795
Commercial investor real estate mortgage:
Risk rating:
Pass$412$1,039$1,375$1,103$384$339$361$—$(3)$5,010
Special Mention488436552201467——650
Substandard Accrual53951871376979——521
Non-accrual479857——39———241
Total commercial investor real estate mortgage$560$1,316$1,984$1,156$441$461$507$—$(3)$6,422
Commercial investor real estate construction:
Risk rating:
Pass$18$262$960$230$26$2$647$—$(14)$2,131
Special Mention—26105———25——156
Substandard Accrual——25———29——54
Non-accrual——————————
Total commercial investor real estate construction$18$288$1,090$230$26$2$701$—$(14)$2,341
Total investor real estate$578$1,604$3,074$1,386$467$463$1,208$—$(17)$8,763
Residential first mortgage:
FICO scores:
Above 720$209$1,964$2,870$4,297$4,300$3,046$—$—$—$16,686
681-72022221298341247349———1,478
620-6801191141149113309———814
Below 620—3710112793440———798
Data not available733184746972—173423
Total residential first mortgage$249$2,346$3,428$4,961$4,799$4,241$2$—$173$20,199
March 31, 2024
Term LoansRevolving LoansRevolving Loans Converted to AmortizingUnallocated (1)Total
20242023202220212020Prior
(In millions)
Home equity lines:
FICO scores:
Above 720$—$—$—$—$—$—$2,327$44$—$2,371
681-720——————35010—360
620-680——————1919—200
Below 620——————987—105
Data not available——————82631119
Total home equity lines$—$—$—$—$—$—$3,048$76$31$3,155
Home equity loans:
FICO scores:
Above 720$66$317$354$376$194$583$—$—$—$1,890
681-720184360482169———259
620-6804192423955———134
Below 620—41213540———74
Data not available—145329——1658
Total home equity loans$88$384$454$465$232$776$—$—$16$2,415
Consumer credit card:
FICO scores:
Above 720$—$—$—$—$—$—$742$—$—$742
681-720——————257——257
620-680——————213——213
Below 620——————101——101
Data not available——————18—(17)1
Total consumer credit card$—$—$—$—$—$—$1,331$—$(17)$1,314
Other consumer—exit portfolios:
FICO scores:
Above 720$—$—$—$—$—$15$—$—$—$15
681-720—————3———3
620-680—————4———4
Below 620—————6———6
Data not available—————1——(1)—
Total other consumer—exit portfolios$—$—$—$—$—$29$—$—$—$(1)$28
Other consumer(2):
FICO scores:
Above 720$222$1,291$1,514$494$280$263$113$—$—$4,177
681-72024269362123635364——958
620-6801215423584413452——612
Below 62024612650242031——299
Data not available74189751732—(141)147
Total other consumer$334$1,778$2,246$758$413$543$262$—$(141)$6,193
Total consumer loans$671$4,508$6,128$6,184$5,444$5,589$4,643$76$61$33,304
Total Loans$3,428$14,499$18,925$13,426$8,866$11,641$25,980$76$21$96,862
December 31, 2023
Term LoansRevolving LoansRevolving Loans Converted to AmortizingUnallocated (1)Total
20232022202120202019Prior
(In millions)
Commercial and industrial:
Risk rating:
Pass$8,272$9,123$5,267$2,326$1,376$3,210$18,561$—$53$48,188
Special Mention87186711092690484——1,053
Substandard Accrual141212743873678——1,153
Non-accrual1281023762010168——471
Total commercial and industrial$8,628$9,623$5,449$2,479$1,429$3,313$19,891$—$53$50,865
Commercial real estate mortgage—owner-occupied:
Risk rating:
Pass$799$954$988$658$343$801$76$—$(5)$4,614
Special Mention2113332071314——121
Substandard Accrual33432148241——116
Non-accrual4310838———36
Total commercial real estate mortgage—owner-occupied:$827$1,004$1,063$700$361$846$91$—$(5)$4,887
Commercial real estate construction—owner-occupied:
Risk rating:
Pass$89$53$44$24$11$38$3$—$—$262
Special Mention—7———1———8
Substandard Accrual—1—1—1———3
Non-accrual2——2—4———8
Total commercial real estate construction—owner-occupied:$91$61$44$27$11$44$3$—$—$281
Total commercial$9,546$10,688$6,556$3,206$1,801$4,203$19,985$—$48$56,033
Commercial investor real estate mortgage:
Risk rating:
Pass$1,130$1,587$1,135$488$296$110$383$—$(4)$5,125
Special Mention269247525930—90——747
Substandard Accrual134197—6767332——500
Non-accrual995737—1228———233
Total commercial investor real estate mortgage$1,632$2,088$1,224$614$405$141$505$—$(4)$6,605
Commercial investor real estate construction:
Risk rating:
Pass$256$836$280$26$2$1$649$—$(15)$2,035
Special Mention—122————59——181
Substandard Accrual—25————4——29
Non-accrual——————————
Total commercial investor real estate construction$256$983$280$26$2$1$712$—$(15)$2,245
Total investor real estate$1,888$3,071$1,504$640$407$142$1,217$—$(19)$8,850
Residential first mortgage:
FICO scores:
Above 720$1,939$2,863$4,358$4,390$816$2,353$—$—$—$16,719
681-72022629835525552294———1,480
620-6808615315311243270———817
Below 62021901228753389———762
Data not available3316494611921—181429
Total residential first mortgage$2,305$3,420$5,037$4,890$975$3,398$1$—$181$20,207
December 31, 2023
Term LoansRevolving LoansRevolving Loans Converted to AmortizingUnallocated (1)Total
20232022202120202019Prior
(In millions)
Home equity lines:
FICO scores:
Above 720$—$—$—$—$—$—$2,399$45$—$2,444
681-720——————34611—357
620-680——————1849—193
Below 620——————977—104
Data not available——————85533123
Total home equity lines$—$—$—$—$—$—$3,111$77$33$3,221
Home equity loans:
FICO scores:
Above 720$322$370$397$205$93$529$—$—$—$1,916
681-720536249221460———260
620-6801927238852———137
Below 62028125735———69
Data not available1453325——1657
Total home equity loans$397$471$486$243$125$701$—$—$16$2,439
Consumer credit card:
FICO scores:
Above 720$—$—$—$—$—$—$780$—$—$780
681-720——————254——254
620-680——————210——210
Below 620——————95——95
Data not available——————20—(18)2
Total consumer credit card$—$—$—$—$—$—$1,359$—$(18)$1,341
Other consumer—exit portfolios:
FICO scores:
Above 720$—$—$—$—$2$22$—$—$—$24
681-720————14———5
620-680—————5———5
Below 620————17———8
Data not available—————1———1
Total other consumer—exit portfolios$—$—$—$—$4$39$—$—$—$43
Other consumer(2):
FICO scores:
Above 720$1,312$1,519$501$284$155$118$119$—$—$4,008
681-72027040913674342967——1,019
620-68017829410350212053——719
Below 620521476531141330——352
Data not available941075114651—(149)147
Total other consumer$1,906$2,379$812$444$338$245$270$—$(149)$6,245
Total consumer loans$4,608$6,270$6,335$5,577$1,442$4,383$4,741$77$63$33,496
Total Loans$16,042$20,029$14,395$9,423$3,650$8,728$25,943$77$92$98,379

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

(2)Other consumer class includes overdrafts which are included in the current vintage year.

The following tables present gross charge-offs by vintage year as of March 31, 2024 and 2023.

March 31, 2024
Term LoansRevolving LoansTotal
20242023202220212020Prior
(In millions)
Commercial and industrial$5$23$17$5$2$7$3$62
Total commercial52317527362
Commercial investor real estate mortgage———5———5
Total investor real estate———5———5
Residential first mortgage—————1—1
Home equity lines——————11
Consumer credit card——————1616
Other consumer—exit portfolios—————1—1
Other consumer(1)61620634—55
Total consumer616206361774
Total gross charge-offs$11$39$37$16$5$13$20$141
March 31, 2023
Term LoansRevolving LoansTotal
20232022202120202019Prior
(In millions)
Commercial and industrial$—$13$21$3$5$5$2$49
Total commercial—1321355249
Home equity lines——————11
Consumer credit card——————1212
Other consumer—exit portfolios————23—5
Other consumer(1)4178423—38
Total consumer41784461356
Total gross charge-offs$4$30$29$7$9$11$15$105

(1)Other consumer class includes overdraft gross charge-offs. The majority of overdraft gross charge-offs for the three months ended March 31, 2024 and 2023 are included in the current vintage year.

AGING AND NON-ACCRUAL ANALYSIS

The following tables include an aging analysis of DPD and loans on non-accrual status for each portfolio segment and class as of March 31, 2024 and December 31, 2023. Loans on non-accrual status with no related allowance totaled $237 million and $280 million comprised of commercial and investor real estate loans at March 31, 2024 and December 31, 2023, respectively. Non–accrual loans with no related allowance typically include loans where the underlying collateral is deemed sufficient to recover all remaining principal. Loans that have been fully charged-off do not appear in the tables below.

March 31, 2024
Accrual Loans
30-59 DPD60-89 DPD90+ DPDTotal 30+ DPDTotal AccrualNon-accrualTotal
(In millions)
Commercial and industrial$38$17$7$62$49,145$556$49,701
Commercial real estate mortgage—owner-occupied44—84,748404,788
Commercial real estate construction—owner-occupied1——129610306
Total commercial432177154,18960654,795
Commercial investor real estate mortgage————6,1812416,422
Commercial investor real estate construction————2,341—2,341
Total investor real estate————8,5222418,763
Residential first mortgage915911326320,1772220,199
Home equity lines20819473,124313,155
Home equity loans947202,40962,415
Consumer credit card10819371,314—1,314
Other consumer—exit portfolios11—228—28
Other consumer452526966,193—6,193
Total consumer17610518446533,2455933,304
$219$126$191$536$95,956$906$96,862
December 31, 2023
Accrual Loans
30-59 DPD60-89 DPD90+ DPDTotal 30+ DPDTotal AccrualNon-accrualTotal
(In millions)
Commercial and industrial$43$21$11$75$50,394$471$50,865
Commercial real estate mortgage—owner-occupied32—54,851364,887
Commercial real estate construction—owner-occupied—1—12738281
Total commercial4624118155,51851556,033
Commercial investor real estate mortgage——23236,3722336,605
Commercial investor real estate construction————2,245—2,245
Total investor real estate——23238,6172338,850
Residential first mortgage104489524720,1852220,207
Home equity lines171020473,192293,221
Home equity loans1047212,43362,439
Consumer credit card11820391,341—1,341
Other consumer—exit portfolios21—343—43
Other consumer6031291206,245—6,245
Total consumer20410217147733,4395733,496
$250$126$205$581$97,574$805$98,379

At March 31, 2024 and December 31, 2023, the Company had collateral-dependent commercial loans of $348 million and $220 million, respectively. At March 31, 2024 and December 31, 2023, the Company had collateral-dependent investor real estate loans of $203 million and $92 million, respectively. The collateral for commercial and investor real estate loans generally

consists of business assets including real estate, receivables and equipment. At March 31, 2024 and December 31, 2023, the Company had collateral-dependent residential mortgage and home equity loans and lines totaling $108 million and $93 million, respectively. The collateral for these loans consists of residential real estate.

MODIFICATIONS TO BORROWERS EXPERIENCING FINANCIAL DIFFICULTY

The majority of Regions' commercial and investor real estate modifications to troubled borrowers are the result of renewals of classified loans wherein there has been an interest rate reduction and/or maturity extension (that is considered other than insignificant). Similarly, Regions works to meet the individual needs of troubled consumer borrowers through its CAP. Regions designed the program to allow for customer-tailored modifications with the goal of keeping customers in their homes and avoiding foreclosure where possible. Modifications may be offered to any borrower experiencing financial hardship regardless of the borrower's payment status. Consumer modifications to troubled borrowers primarily involve an interest rate reduction and/or a payment deferral or maturity extension that is considered other than insignificant. All CAP modifications that involve an interest rate reduction, principal forgiveness, other than insignificant payment deferral or term extension and/or a combination of these are disclosed as modifications to troubled borrowers because the customer documents a financial hardship in order to participate. Refer to Note 1 "Summary of Significant Accounting Policies" in the Annual Report on Form 10-K for the year ended December 31, 2023 for additional information regarding the Company's modifications to troubled borrowers.

For each portfolio segment and class, the following tables present the end of period balances of new modifications to troubled borrowers and the related percentage of the loan portfolio period-end balance by the type of modification that occurred in the three months ended March 31, 2024 and March 31, 2023.

Three Months Ended March 31, 2024
Term ExtensionTerm Extension and Interest Rate ModificationTotal
$%****(1)$%****(1)$%****(1)
(Dollars in millions)
Commercial and industrial$400.08%$——%$400.08%
Commercial real estate mortgage—owner-occupied10.01%——%10.01%
Total commercial410.07%——%410.07%
Commercial investor real estate mortgage1001.56%——%1001.56%
Total investor real estate1001.14%——%1001.14%
Residential first mortgage390.19%10.01%400.20%
Home equity lines——%10.02%10.03%
Home equity loans10.04%20.08%30.12%
Total consumer400.12%40.01%440.13%
$1810.19%$4—%$1850.19%
Three Months Ended March 31, 2023
Term ExtensionPayment DeferralTerm Extension and Interest Rate ModificationTotal
$%****(1)$%****(1)$%****(1)$%****(1)
(Dollars in millions)
Commercial and industrial$180.03%$1640.32%$——%$1820.35%
Commercial real estate mortgage—owner-occupied20.04%——%——%20.05%
Commercial real estate construction—owner-occupied10.17%——%——%10.17%
Total commercial210.04%1640.29%——%1850.32%
Residential first mortgage220.12%——%20.01%240.13%
Home equity lines10.02%——%——%10.03%
Home equity loans10.04%——%10.06%20.09%
Total consumer240.07%——%30.01%270.09%
$450.05%$1640.17%$3—%$2120.22%

(1) Amounts calculated based upon whole dollar values.

The end of period balance of unfunded commitments related to modifications to troubled borrowers in both the three months ended March 31, 2024 and 2023 was immaterial.

The following tables present the financial impact of modifications to troubled borrowers during the three months ended March 31, 2024 and 2023 by portfolio segment, class of financing receivable, and the type of modification. The tables include new modifications to troubled borrowers, as well as renewals of existing modifications to troubled borrowers.

Three Months Ended March 31, 2024
Term ExtensionTerm Extension and Interest Rate Modification
Weighted-Average Term ExtensionWeighted-Average Term ExtensionWeighted-Average Reduction in Interest Rate
(In years, except for percentage data)
Commercial and industrial1——
Commercial real estate mortgage—owner-occupied0.67——
Commercial investor real estate mortgage0.58——
Residential first mortgage69less than 1%
Home equity lines—192%
Home equity loans12252%
Three Months Ended March 31, 2023
Term ExtensionPayment DeferralTerm Extension and Interest Rate Modification
Weighted-Average Term ExtensionWeighted-Average Payment DeferralWeighted-Average Term ExtensionWeighted-Average Reduction in Interest Rate
(In years, except for percentage data)
Commercial and industrial0.420.17——
Commercial real estate mortgage—owner-occupied0.50———
Commercial real estate construction—owner-occupied0.42———
Residential first mortgage5—71%
Home equity lines20———
Home equity loans11—172%

In addition to the financial impacts in the table above, during the three months ended March 31, 2023 there were instances of commercial and industrial payment deferrals in which the amortization period was doubled to maturity.

The following tables include the end of period balances of aging and non-accrual performance for modifications to troubled borrowers modified in the previous twelve-month period by portfolio segment and class.

March 31, 2024
Current30-89 DPD90+ DPDNon-Performing LoansTotal
(In millions)
Commercial and industrial$161$—$—$184$345
Commercial real estate mortgage—owner-occupied1——12
Total commercial162——185347
Commercial investor real estate mortgage192——108300
Total investor real estate192——108300
Residential first mortgage871385113
Home equity lines4———4
Home equity loans61—29
Total consumer971487126
$451$14$8$300$773
March 31, 2023
Current30-89 DPD90+ DPDNon-Performing LoansTotal
(In millions)
Commercial and industrial$169$—$—$13$182
Commercial real estate mortgage—owner-occupied2———2
Commercial real estate construction—owner-occupied———11
Total commercial171——14185
Residential first mortgage23——124
Home equity lines1———1
Home equity loans2———2
Total consumer26——127
$197$—$—$15$212

For modifications to troubled borrowers, a subsequent payment default is defined in terms of delinquency, when a principal or interest payment is 90 days past due or classified as non-accrual status during the reporting period. As of March 31, 2024, subsequent defaults of the loans restructured as a modification to a troubled borrower during the twelve-month period ended March 31, 2024 totaled $79 million.

NOTE 5. SERVICING OF FINANCIAL ASSETS

RESIDENTIAL MORTGAGE BANKING ACTIVITIES

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

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

Three Months Ended March 31
20242023
(In millions)
Carrying value, beginning of year$906$812
Additions54
Purchases (1)12510
Increase (decrease) in fair value(2):
Due to change in valuation inputs or assumptions19(12)
Economic amortization associated with borrower repayments (3)(29)(24)
Carrying value, end of year$1,026$790

(1)Purchases of residential MSRs can be structured with cash hold back provisions, therefore the timing of payment may be made in future periods.

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

(3)Includes both total loan payoffs as well as partial paydowns. Regions' MSR decay methodology is a discounted net cash flow approach.

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

March 31
20242023
(Dollars in millions)
Unpaid principal balance$69,708$54,557
Weighted-average CPR (%)8.2%7.7%
Estimated impact on fair value of a 10% increase$(46)$(43)
Estimated impact on fair value of a 20% increase$(89)$(84)
Option-adjusted spread (basis points)486546
Estimated impact on fair value of a 10% increase$(22)$(19)
Estimated impact on fair value of a 20% increase$(44)$(38)
Weighted-average coupon interest rate3.7%3.6%
Weighted-average remaining maturity (months)302306
Weighted-average servicing fee (basis points)27.127.1

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

Servicing related fees, which include contractually specified servicing fees, late fees and other ancillary income resulting from the servicing of residential mortgage loans totaled $44 million and $38 million for the three months ended March 31, 2024 and 2023, respectively.

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

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

COMMERCIAL MORTGAGE BANKING ACTIVITIES

Regions is an approved DUS lender. The DUS program provides liquidity to the multi-family housing market. In connection with the DUS program, Regions services commercial mortgage loans, retains commercial MSRs and intangible assets associated with the DUS license, and assumes a loss share guarantee associated with the loans. See Note 1 "Summary of Significant Accounting Policies" in the Annual Report on Form 10-K for the year ended December 31, 2023 for additional information. Also see Note 12 for additional information related to the guarantee.

Regions' DUS portfolio of MSRs totaled $85 million and $87 million at March 31, 2024 and December 31, 2023, respectively. Regions periodically evaluates DUS MSRs for impairment based on fair value. The estimated fair value of the DUS MSRs was approximately $112 million at March 31, 2024 and $109 million at December 31, 2023.

Servicing related fees in connection with the DUS program, which include contractually specified servicing fees, late fees and other ancillary income resulting from the servicing of DUS commercial mortgage loans totaled $5 million for both the three months ended March 31, 2024 and 2023.

NOTE 6. SHAREHOLDERS' EQUITY AND ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

PREFERRED STOCK

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

March 31, 2024December 31, 2023
Issuance DateEarliest Redemption DateDividend Rate (1)Liquidation AmountLiquidation preference per ShareLiquidation preference per Depositary ShareOwnership Interest per Depositary ShareShares Issued and OutstandingCarrying AmountCarrying Amount
(Dollars in millions, except for share and per share amounts)
Series B4/29/20149/15/20246.375%(2)$500$1,000$251/40th500,000$433$433
Series C4/30/20195/15/20295.700%(3)5001,000251/40th500,000490490
Series D6/5/20209/15/20255.750%(4)350100,0001,0001/100th3,500346346
Series E5/4/20216/15/20264.450%4001,000251/40th400,000390390
$1,7501,403,500$1,659$1,659

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

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

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

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

All series of preferred stock have no stated maturity and redemption is solely at Regions' option, subject to regulatory approval, in whole, or in part, after the earliest redemption date or in whole, but not in part, at any time following a regulatory capital treatment event for the Series B, Series C, Series D, and Series E preferred stock.

The Board of Directors declared a total of $25 million and $24 million in cash dividends on all series of preferred stock during the first three months of 2024 and 2023, respectively.

In the event Series B, Series C, Series D or Series E preferred shares are redeemed at the liquidation amounts, $67 million, $10 million, $4 million, or $10 million in excess of the redemption amount over the carrying amount will be recognized, respectively. Approximately $52 million of Series B preferred dividends that were recorded as a reduction of preferred stock, including related surplus, will be recorded as a reduction to common shareholders' equity. The remaining amounts listed represent issuance costs that were recorded as reductions to preferred stock, including related surplus, and will be recorded as reductions to net income available to common shareholders.

COMMON STOCK

As a Category IV bank, Regions was not required to participate in the 2023 supervisory capital stress test; however, the Company did receive its SCB reflecting planned capital changes including plans to increase its common stock dividend. From the fourth quarter of 2023 through the third quarter of 2024, the Company's SCB will remain at 2.5 percent.

On April 20, 2022, the Board authorized the repurchase of up to $2.5 billion of the Company's common stock, permitting purchases from the second quarter of 2022 through the fourth quarter of 2024. As of March 31, 2024, Regions had repurchased approximately 23 million shares of common stock at a total cost of $369 million under this plan. All of these shares were immediately retired upon repurchase and therefore were not included in treasury stock.

Regions declared $0.24 per share in cash dividends for the first quarter 2024 as compared to $0.20 per share for the first quarter 2023.

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following tables present the balances and activity in AOCI on a pre-tax and net of tax basis for the three months ended March 31, 2024 and 2023 :

Three Months Ended March 31, 2024
Pre-tax AOCI ActivityTax Effect (1)Net AOCI Activity
(In millions)
Total accumulated other comprehensive income (loss), beginning of period$(3,773)$961$(2,812)
Unrealized losses on securities transferred to held to maturity:
Beginning balance$(9)$1$(8)
Reclassification adjustments for amortization on unrealized losses (2)———
Ending balance$(9)$1$(8)
Unrealized gains (losses) on securities available for sale:
Beginning balance$(2,759)$703$(2,056)
Unrealized gains (losses) arising during the period(318)81(237)
Reclassification adjustments for securities (gains) losses realized in net income (3)50(13)37
Change in AOCI from securities available for sale activity in the period(268)68(200)
Ending balance$(3,027)$771$(2,256)
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
Beginning balance$(399)$102$(297)
Unrealized gains (losses) on derivatives arising during the period(407)104(303)
Reclassification adjustments for (gains) losses realized in net income (2)117(30)87
Change in AOCI from derivative activity in the period(290)74(216)
Ending balance$(689)$176$(513)
Defined benefit pension plans and other post employment benefit plans:
Beginning balance$(606)$155$(451)
Reclassification adjustments for amortization of actuarial (gains) losses and settlements realized in net income (4)6(2)4
Ending balance$(600)$153$(447)
Total other comprehensive income (loss)(552)140(412)
Total accumulated other comprehensive income (loss), end of period$(4,325)$1,101$(3,224)
Three Months Ended March 31, 2023
Pre-tax AOCI ActivityTax Effect (1)Net AOCI Activity
(In millions)
Total accumulated other comprehensive income (loss), beginning of period$(4,481)$1,138$(3,343)
Unrealized losses on securities transferred to held to maturity:
Beginning balance$(11)$2$(9)
Reclassification adjustments for amortization on unrealized losses (2)———
Ending balance$(11)$2$(9)
Unrealized gains (losses) on securities available for sale:
Beginning balance$(3,433)$872$(2,561)
Unrealized gains (losses) arising during the period447(114)333
Reclassification adjustments for securities (gains) losses realized in net income (3)2—2
Change in AOCI from securities available for sale activity in the period449(114)335
Ending balance$(2,984)$758$(2,226)
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
Beginning balance$(468)$119$(349)
Unrealized gains (losses) on derivatives arising during the period198(50)148
Reclassification adjustments for (gains) losses realized in net income (2)15(4)11
Change in AOCI from derivative activity in the period213(54)159
Ending balance$(255)$65$(190)
Defined benefit pension plans and other post employment benefit plans:
Beginning balance$(569)$145$(424)
Reclassification adjustments for amortization of actuarial (gains) losses and settlements realized in net income (4)7(2)5
Ending balance$(562)$143$(419)
Total other comprehensive income (loss)669(170)499
Total accumulated other comprehensive income (loss), end of period$(3,812)$968$(2,844)

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

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

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

(4)Reclassification amount is recognized in other non-interest expense in the consolidated statements of income. Additionally, these accumulated other comprehensive income (loss) components are included in the computation of net periodic pension cost (see Note 8 for additional details).

NOTE 7. EARNINGS PER COMMON SHARE

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

Three Months Ended March 31
20242023
(In millions, except per share data)
Numerator:
Net income$368$612
Preferred stock dividends(25)(24)
Net income available to common shareholders$343$588
Denominator:
Weighted-average common shares outstanding—basic$921$935
Potential common shares27
Weighted-average common shares outstanding—diluted$923$942
Earnings per common share:
Basic$0.37$0.63
Diluted0.370.62

The effects from the assumed exercise of 5 million and 3 million in restricted stock units and awards and performance stock units for the three months ended March 31, 2024 and March 31, 2023, respectively, were not included in the above computations of diluted earnings per common share because such amounts would have had an antidilutive effect on earnings per common share.

NOTE 8. PENSION AND OTHER POSTRETIREMENT BENEFITS

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

Net periodic pension cost (benefit) included the following components:

Three Months Ended March 31
Qualified PlansNon-qualified PlansTotal
202420232024202320242023
(In millions)
Service cost$6$5$—$—$6$5
Interest cost2021122123
Expected return on plan assets(31)(30)——$(31)(30)
Amortization of actuarial loss561167
Net periodic pension (benefit) cost$—$2$2$3$2$5

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

Regions' funding policy for the qualified plans is to contribute annually at least the amount required by IRS minimum funding standards. Regions made no contributions during the first three months of 2024.

Regions also provides other postretirement benefits, such as defined benefit health care plans and life insurance plans, that cover certain retired employees. There was no material impact from other postretirement benefits on the consolidated financial statements for the three months ended March 31, 2024 or 2023.

NOTE 9. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

The following tables present the notional amount and estimated fair value of derivative instruments.

March 31, 2024December 31, 2023
Notional Amount**(1)**Estimated Fair ValueNotional AmountEstimated Fair Value
Gain**(1)**Loss**(1)**Gain**(1)**Loss**(1)**
(In millions)
Derivatives in fair value hedging relationships:
Interest rate swaps$2,985$3$126$2,975$1$121
Derivatives in cash flow hedging relationships:
Interest rate swaps31,050480929,55043580
Interest rate options2,0001092,0002113
Total derivatives in cash flow hedging relationships33,0501481831,55064593
Total derivatives designated as hedging instruments$36,035$17$944$34,525$65$714
Derivatives not designated as hedging instruments:
Interest rate swaps$101,364$1,958$1,934$99,892$1,769$1,718
Interest rate options12,288665313,4976657
Interest rate futures and forward commitments1,195101655712
Other contracts11,74118016412,007198190
Total derivatives not designated as hedging instruments$126,588$2,214$2,152$126,051$2,040$1,977
Total derivatives$162,623$2,231$3,096$160,576$2,105$2,691
Total gross derivative instruments, before netting$2,231$3,096$2,105$2,691
Less: Netting adjustments (2)2,1601,8022,0291,560
Total gross derivative instruments, after netting$71$1,294$76$1,131

(1)Derivatives in a gain position are recorded as other assets and derivatives in a loss position are recorded as other liabilities on the consolidated balance sheets. Includes accrued interest as applicable. The table reflects net notional presentation and gross asset and liability presentation to capture the economic impact of the trades.

(2)Netting adjustments represent amounts recorded to convert derivative assets and derivative liabilities from a gross basis to a net basis in accordance with applicable accounting guidance. The net basis takes into account the impact of cash collateral received or posted, legally enforceable master netting agreements, and variation margin that allow Regions to settle derivative contracts with the counterparty on a net basis and to offset the net position with the related cash collateral. Cash collateral, all of which is included as a netting adjustment, totaled $247 million and $243 million for derivative assets at

March 31, 2024 and December 31, 2023, respectively. Cash collateral totaled $46 million and $43 million for derivative liabilities at March 31, 2024 and December 31, 2023, respectively.

HEDGING DERIVATIVES

Derivatives entered into to manage interest rate risk and facilitate asset/liability management strategies are designated as hedging derivatives. Derivative financial instruments that qualify in a hedging relationship are classified, based on the exposure being hedged, as either fair value hedges or cash flow hedges. See Note 1 "Summary of Significant Accounting Policies" in the Annual Report on Form 10-K for the year ended December 31, 2023 for additional information regarding accounting policies for derivatives.

FAIR VALUE HEDGES

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

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

CASH FLOW HEDGES

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

Regions enters into interest rate swaps, options (e.g., floors, caps and collars), and agreements with a combination of these instruments to manage overall cash flow changes related to interest rate risk exposure on variable rate loans. The agreements effectively modify the Company’s exposure to interest rate risk by utilizing receive fixed/pay SOFR interest rate swaps and interest rate options. As of March 31, 2024, Regions was hedging its exposure to the variability in future cash flows into 2031.

As of March 31, 2024, cash flow hedges were held at a pre-tax net loss of $689 million, which includes pre-tax net gains of $70 million related to terminated cash flow floors and swaps. Regions expects to reclassify into earnings approximately $360 million in pre-tax expenses due to the net receipt/ payment of interest and amortization on all cash flow hedges within the next twelve months. Included in this amount is $50 million in pre-tax net gains related to the amortization of terminated cash flow floors and swaps.

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

Three Months Ended March 31, 2024
Interest IncomeInterest IncomeInterest ExpenseInterest Expense
Debt securitiesLoans, including feesLong-term borrowingsDeposits
(In millions)
Total income (expense) presented in the consolidated statements of income$209$1,421$(44)$(495)
Gains/(losses) on fair value hedging relationships:
Interest rate contracts:
Amounts related to interest settlements on derivatives$3$—$(17)$—
Recognized on derivatives6—(4)(1)
Recognized on hedged items(7)—41
Income (expense) recognized on fair value hedges$2$—$(17)$—
Gains/(losses) on cash flow hedging relationships: (1)
Interest rate contracts:
Realized gains (losses) reclassified from AOCI into net income (2)$—$(117)$—$—
Income (expense) recognized on cash flow hedges$—$(117)$—$—
Three Months Ended March 31, 2023
Interest IncomeInterest IncomeInterest Expense
Debt securitiesLoans, including feesLong-term borrowings
(In millions)
Total income (expense) presented in the consolidated statements of income$187$1,360$(40)
Gains/(losses) on fair value hedging relationships:
Interest rate contracts:
Amounts related to interest settlements on derivatives$—$—$(14)
Recognized on derivatives——23
Recognized on hedged items——(23)
Income (expense) recognized on fair value hedges$—$—$(14)
Gains/(losses) on cash flow hedging relationships: (1)
Interest rate contracts:
Realized gains (losses) reclassified from AOCI into net income (2)$—$(15)$—
Income (expense) recognized on cash flow hedges$—$(15)$—

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

(2)Pre-tax

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

March 31, 2024December 31, 2023
Hedged Items Currently DesignatedHedged Items Currently Designated
Carrying Amount of Assets/(Liabilities)Hedge Accounting Basis AdjustmentCarrying Amount of Assets/(Liabilities)Hedge Accounting Basis Adjustment
(In millions)(In millions)
Debt securities available for sale(1)(2)$1,624$(1)$1,653$5
Long-term borrowings(1,282)116(1,286)112
Time deposits(261)1(252)—

(1) At March 31, 2024 and December 31, 2023, the Company designated interest rate swaps as fair value hedges of debt securities available for sale under the portfolio layer method under which the Company designated $1.0 billion as the hedged amount from a closed portfolio of prepayable financial assets with a carrying amount of $1.3 billion.

(2) Carrying amount represents amortized cost.

DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS

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

Regions enters into interest rate lock commitments, which are commitments to originate mortgage loans whereby the interest rate on the loan is determined prior to funding and the customers have locked into that interest rate. At March 31, 2024 and December 31, 2023, Regions had $188 million and $124 million, respectively, in total notional amount of interest rate lock commitments. Regions manages market risk on interest rate lock commitments and mortgage loans held for sale with corresponding forward sale commitments. Residential mortgage loans held for sale are recorded at fair value with changes in fair value recorded in mortgage income. Commercial mortgage loans held for sale are recorded at either the lower of cost or market or at fair value based on management's election. At March 31, 2024 and December 31, 2023, Regions had $363 million and $267 million, respectively, in total notional amounts related to these forward sale commitments. Changes in mark-to-market from both interest rate lock commitments and corresponding forward sale commitments related to residential mortgage loans are included in mortgage income. Changes in mark-to-market from both interest rate lock commitments and corresponding forward sale commitments related to commercial mortgage loans are included in capital markets income.

Regions elected to account for residential MSRs at fair value with any changes to fair value recorded in mortgage income. Concurrent with the election to use the fair value measurement method, Regions uses various derivative instruments in the form

of forward rate commitments, futures contracts, swaps and swaptions to mitigate the effect of changes in the fair value of its residential MSRs in its consolidated statements of income. As of March 31, 2024 and December 31, 2023, the total notional amount related to these contracts was $3.6 billion and $3.3 billion, respectively.

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

Three Months Ended March 31
Derivatives Not Designated as Hedging Instruments20242023
(In millions)
Capital markets income:
Interest rate swaps$9$(28)
Interest rate options99
Interest rate futures and forward commitments84
Other contracts6(2)
Total capital markets income32(17)
Mortgage income:
Interest rate swaps(15)7
Interest rate options13
Interest rate futures and forward commitments10(1)
Total mortgage income(4)9
$28$(8)

CREDIT DERIVATIVES

Regions has both bought and sold credit protection in the form of participations on interest rate swaps (swap participations). These swap participations, which meet the definition of credit derivatives, were entered into in the ordinary course of business to serve the credit needs of customers. Swap participations, whereby Regions has purchased credit protection, entitle Regions to receive a payment from the counterparty if the customer fails to make payment on any amounts due to Regions upon early termination of the swap transaction and have maturities between 2024 and 2029. Swap participations, whereby Regions has sold credit protection have maturities between 2024 and 2035. For contracts where Regions sold credit protection, Regions would be required to make payment to the counterparty if the customer fails to make payment on any amounts due to the counterparty upon early termination of the swap transaction. Regions bases the current status of the prepayment/performance risk on bought and sold credit derivatives on recently issued internal risk ratings consistent with the risk management practices of unfunded commitments.

Regions’ maximum potential amount of future payments under these contracts as of March 31, 2024 was approximately $448 million. This scenario occurs if variable interest rates were at zero percent and all counterparties defaulted with zero recovery. The fair value of sold protection at March 31, 2024 and 2023 was immaterial. In transactions where Regions has sold credit protection, recourse to collateral associated with the original swap transaction is available to offset some or all of Regions’ obligation.

CONTINGENT FEATURES

Certain of Regions’ derivative instrument contracts with broker-dealers contain credit-related termination provisions and/or credit-related provisions regarding the posting of collateral, allowing those broker-dealers to terminate the contracts in the event that Regions’ and/or Regions Bank’s credit ratings falls below specified ratings from certain major credit rating agencies. The aggregate fair values of all derivative instruments with any credit-risk-related contingent features that were in a liability position on March 31, 2024 and December 31, 2023, were $40 million and $29 million, respectively, for which Regions had posted collateral of $37 million and $32 million, respectively, in the normal course of business.

NOTE 10. FAIR VALUE MEASUREMENTS

See Note 1 "Summary of Significant Accounting Policies" to the consolidated financial statements of the Annual Report on Form 10-K for the year ended December 31, 2023 for a description of valuation methodologies for assets and liabilities measured at fair value on a recurring and non-recurring basis. Assets and liabilities measured at fair value rarely transfer between Level 1 and Level 2 measurements. Marketable equity securities and debt securities available for sale may be periodically transferred to or from Level 3 valuation based on management’s conclusion regarding the observability of inputs used in valuing the securities. Such transfers are accounted for as if they occur at the beginning of a reporting period.

The following table presents assets and liabilities measured at estimated fair value on a recurring basis:

March 31, 2024December 31, 2023
Level 1Level 2Level 3 (1)Total Estimated Fair ValueLevel 1Level 2Level 3 (1)Total Estimated Fair Value
(In millions)
Recurring fair value measurements
Debt securities available for sale:
U.S. Treasury securities$1,110$—$—$1,110$1,223$—$—$1,223
Federal agency securities—545—545—1,043—1,043
Obligations of states and political subdivisions—2—2—2—2
Mortgage-backed securities:
Residential agency—18,350—18,350—17,372—17,372
Commercial agency—6,777—6,777—7,307—7,307
Commercial non-agency—82—82—83—83
Corporate and other debt securities—1,01231,015—1,07311,074
Total debt securities available for sale$1,110$26,768$3$27,881$1,223$26,880$1$28,104
Loans held for sale$—$259$—$259$—$201$—$201
Marketable equity securities in other earning assets$747$—$—$747$813$—$—$813
Residential mortgage servicing rights$—$—$1,026$1,026$—$—$906$906
Derivative assets (2):
Interest rate swaps$—$1,965$—$1,965$—$1,813$—$1,813
Interest rate options—661076—83487
Interest rate futures and forward commitments—1010—7—7
Other contracts—180—180198—198
Total derivative assets$—$2,221$10$2,231$—$2,101$4$2,105
Derivative liabilities (2):
Interest rate swaps$—$2,869$—$2,869$—$2,419$—$2,419
Interest rate options—62—62—70—70
Interest rate futures and forward commitments—1—1—12—12
Other contracts—164—164—1891190
Total derivative liabilities$—$3,096$—$3,096$—$2,690$1$2,691

(1)All following disclosures related to Level 3 recurring assets do not include those deemed to be immaterial at March 31, 2024 and December 31, 2023.

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

Assets and liabilities in all levels could result in volatile and material price fluctuations. Realized and unrealized gains and losses on Level 3 assets represent only a portion of the risk to market fluctuations in Regions’ consolidated balance sheets. See Note 5 for a reconciliation of beginning and ending balances of residential MSRs for the three months ended March 31, 2024 and 2023.

RECURRING FAIR VALUE MEASUREMENTS USING SIGNIFICANT UNOBSERVABLE INPUTS

Residential mortgage servicing rights

The significant unobservable inputs used in the fair value measurement of residential MSRs are OAS and CPR. This valuation requires generating cash flow projections over multiple interest rate scenarios and discounting those cash flows at a risk-adjusted rate. Additionally, the impact of prepayments and changes in the OAS are based on a variety of underlying inputs including servicing costs. Increases or decreases to the underlying cash flow inputs will have a corresponding impact on the value of the MSR asset. The net change in unrealized gains (losses) included in earnings related to MSRs held at period end are disclosed as the changes in valuation inputs or assumptions included in the MSR rollforward table in Note 5 .

The following tables present detailed information regarding material assets and liabilities measured at fair value using significant unobservable inputs (Level 3) as of March 31, 2024 and December 31, 2023. The tables include the valuation techniques and the significant unobservable inputs utilized. The range of each significant unobservable input as well as the weighted-average within the range utilized at March 31, 2024 and December 31, 2023 are included. Following the tables are descriptions of the valuation techniques and the sensitivity of the techniques to changes in the significant unobservable inputs.

March 31, 2024
Level 3 Estimated Fair ValueValuation TechniqueUnobservable Input(s)Quantitative Range of Unobservable Inputs and (Weighted-Average)
(Dollars in millions)
Recurring fair value measurements:
Residential mortgage servicing rights (1)$1,026Discounted cash flowWeighted-average CPR (%)3.9% - 28.0% (8.2%)
OAS (%)4.6% - 8.2% (4.9%)

(1)See Note 5 for additional disclosures related to assumptions used in the fair value calculation for residential mortgage servicing rights.

December 31, 2023
Level 3 Estimated Fair ValueValuation TechniqueUnobservable Input(s)Quantitative Range of Unobservable Inputs and (Weighted-Average)
(Dollars in millions)
Recurring fair value measurements:
Residential mortgage servicing rights (1)$906Discounted cash flowWeighted-average CPR (%)5.6% - 21.5% (8.2%)
OAS (%)4.5% -8.2% (4.8%)

(1)See Note 6 to the consolidated financial statements of the Annual Report on Form 10-K for the year ended December 31, 2023 for additional disclosures related to assumptions used in the fair value calculation for residential mortgage servicing rights.

FAIR VALUE OPTION

The Company has elected the option to measure certain commercial and industrial loans held for sale at fair value, as these loans are actively traded in the secondary market. The Company is able to obtain fair value estimates for substantially all of these loans through a third party valuation service that is broadly used by market participants. While most of the loans are traded in the market, the volume and level of trading activity is subject to variability and the loans are not exchange-traded. The balance of these loans held for sale was immaterial at March 31, 2024 and December 31, 2023.

Regions has elected the fair value option for all eligible agency residential first mortgage loans originated with the intent to sell. This election allows for a more effective offset of the changes in fair values of the loans and the derivative instruments used to economically hedge them without the burden of complying with the requirements for hedge accounting. Fair values of residential first mortgage loans held for sale are based on traded market prices of similar assets where available and/or discounted cash flows at market interest rates, adjusted for securitization activities that include servicing values and market conditions, and are recorded in loans held for sale. At March 31, 2024, the aggregate fair value of these loans totaled $232 million compared to aggregate unpaid principal of $227 million. At December 31, 2023, the aggregate fair value of these loans totaled $184 million compared to aggregate unpaid principal of $177 million.

Interest income on mortgage loans held for sale is recognized based on contractual rates and is reflected in interest income on loans held for sale. The following details net gains and losses resulting from changes in fair value of residential mortgage loans held for sale, which were recorded in mortgage income in the consolidated statements of income during the three months ended March 31, 2024 and 2023. A net loss resulting from changes in fair value of residential mortgage loans held for sale totaled $2 million during the three months ended March 31, 2024. A net gain resulting from changes in fair value of residential mortgage loans held for sale totaled $2 million during the three months ended March 31, 2023. These changes in fair

value are mostly offset by economic hedging activities. An immaterial portion of these amounts was attributable to changes in instrument-specific credit risk.

NON-RECURRING FAIR VALUE MEASUREMENTS

Items measured at fair value on a non-recurring basis include loans held for sale for which the fair value option has not been elected, foreclosed property and other real estate and equity investments without a readily determinable fair value; all of which may be considered either Level 2 or Level 3 valuation measurements. Non-recurring fair value adjustments related to loans held for sale, foreclosed property and other real estate are typically a result of the application of lower of cost or fair value accounting during the period. Non-recurring fair value adjustments related to equity investments without readily determinable fair values are the result of impairments or price changes from observable transactions. The balances of each of these assets, as well as the related fair value adjustments during the periods, were immaterial at both March 31, 2024 and December 31, 2023.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts and estimated fair values, as well as the level within the fair value hierarchy, of the Company’s financial instruments as of March 31, 2024 are as follows:

March 31, 2024
Carrying AmountEstimated Fair Value**(1)**Level 1Level 2Level 3
(In millions)
Financial assets:
Cash and cash equivalents$11,250$11,250$11,250$—$—
Debt securities held to maturity743701—701—
Debt securities available for sale27,88127,8811,11026,7683
Loans held for sale417417—4143
Loans (excluding leases), net of unearned income and allowance for loan losses(2)(3)93,55789,366——89,366
Other earning assets1,4781,478747731—
Derivative assets2,2312,231—2,22110
Financial liabilities:
Derivative liabilities3,0963,096—3,096—
Deposits with no stated maturity(4)113,529113,529—113,529—
Time deposits(4)15,45315,391—15,391—
Short-term borrowings1,0001,000—1,000—
Long-term borrowings3,3273,319—3,3181
Loan commitments and letters of credit145145——145

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

(2)The estimated fair value of portfolio loans assumes sale of the loans to a third-party financial investor. Accordingly, the value to the Company if the loans were held to maturity is not reflected in the fair value estimate. The fair value discount on the loan portfolio's net carrying amount at March 31, 2024 was $4.2 billion or 4.5 percent.

(3)Excluded from this table is the sales-type, direct financing, and leveraged lease carrying amount of $1.7 billion at March 31, 2024.

(4)The fair value of non-interest-bearing demand accounts, interest-bearing checking accounts, savings accounts, and money market accounts is the amount payable on demand at the reporting date (i.e., the carrying amount) as these instruments have an indeterminate maturity date. Fair values for time deposits are estimated by using discounted cash flow analyses, based on market spreads to benchmark rates.

The carrying amounts and estimated fair values, as well as the level within the fair value hierarchy, of the Company's financial instruments as of December 31, 2023 are as follows:

December 31, 2023
Carrying AmountEstimated Fair Value**(1)**Level 1Level 2Level 3
(In millions)
Financial assets:
Cash and cash equivalents$6,801$6,801$6,801$—$—
Debt securities held to maturity754716—716—
Debt securities available for sale28,10428,1041,22326,8801
Loans held for sale400400—3973
Loans (excluding leases), net of unearned income and allowance for loan losses(2)(3)95,14191,352——91,352
Other earning assets1,4171,417813604—
Derivative assets2,1052,105—2,1014
Financial liabilities:
Derivative liabilities2,6912,691—2,6901
Deposits with no stated maturity(4)112,816112,816—112,816—
Time deposits(4)14,97214,905—14,905—
Long-term borrowings2,3302,319—2,3181
Loan commitments and letters of credit156156——156

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

(2)The estimated fair value of portfolio loans assumes sale of the loans to a third-party financial investor. Accordingly, the value to the Company if the loans were held to maturity is not reflected in the fair value estimate. The fair value discount on the loan portfolio's net carrying amount at December 31, 2023 was $3.8 billion or 4.0 percent.

(3)Excluded from this table is the sales-type, direct financing, and leveraged lease carrying amount of $1.7 billion at December 31, 2023.

(4)The fair value of non-interest-bearing demand accounts, interest-bearing checking accounts, savings accounts, and money market accounts is the amount payable on demand at the reporting date (i.e., the carrying amount) as these instruments have an indeterminate maturity date. Fair values for time deposits are estimated by using discounted cash flow analyses, based on market spreads to benchmark rates.

NOTE 11. BUSINESS SEGMENT INFORMATION

Each of Regions’ reportable segments is a strategic business unit that serves specific needs of Regions’ customers based on the products and services provided. The segments are based on the manner in which management views the financial performance of the business. The Company has three reportable segments: Corporate Bank, Consumer Bank, and Wealth Management, with the remainder in Other. Additional information about the Company's reportable segments is included in Regions' Annual Report on Form 10-K for the year ended December 31, 2023.

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

The following tables present financial information for each reportable segment for the periods indicated:

Three Months Ended March 31, 2024
Corporate BankConsumer BankWealth ManagementOtherConsolidated
(In millions)
Net interest income$452$692$40$—$1,184
Provision for (benefit from) credit losses91682(9)152
Non-interest income (loss)218257120(32)563
Non-interest expense321627110731,131
Income (loss) before income taxes25825448(96)464
Income tax expense (benefit)656412(45)96
Net income (loss)$193$190$36$(51)$368
Average assets$68,941$38,035$2,035$42,433$151,444
Three Months Ended March 31, 2023
Corporate BankConsumer BankWealth ManagementOtherConsolidated
(In millions)
Net interest income$525$838$54$—$1,417
Provision for (benefit from) credit losses80672(14)135
Non-interest income1612581141534
Non-interest expense313588110161,027
Income (loss) before income taxes29344156(1)789
Income tax expense (benefit)7311014(20)177
Net income$220$331$42$19$612
Average assets$69,093$37,156$2,086$44,747$153,082

NOTE 12. COMMITMENTS, CONTINGENCIES AND GUARANTEES

COMMERCIAL COMMITMENTS

Regions issues off-balance sheet financial instruments in connection with lending activities. The credit risk associated with these instruments is essentially the same as that involved in extending loans to customers and is subject to Regions’ normal credit approval policies and procedures. Regions measures inherent risk associated with these instruments by recording a reserve for unfunded commitments based on an assessment of the likelihood that the guarantee will be funded and the creditworthiness of the customer or counterparty. Collateral is obtained based on management’s assessment of the creditworthiness of the customer. Credit risk is represented in unused commitments to extend credit, standby letters of credit and commercial letters of credit. Refer to Note 23 "Commitments, Contingencies and Guarantees" in the Annual Report on Form 10-K for the year ended December 31, 2023 for more information regarding these instruments.

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

March 31, 2024December 31, 2023
(In millions)
Unused commitments to extend credit$63,676$63,631
Standby letters of credit2,0821,997
Commercial letters of credit7878
Liabilities associated with standby letters of credit3132
Assets associated with standby letters of credit3334
Reserve for unfunded credit commitments114124

LEGAL CONTINGENCIES

Regions and its subsidiaries are routinely subject to actual or threatened legal proceedings, including litigation and regulatory matters, arising in the ordinary course of business. Litigation matters range from individual actions involving a single plaintiff to class action lawsuits and can involve claims for substantial or indeterminate alleged damages or for injunctive or other relief. Regulatory investigations and enforcement matters may involve formal or informal proceedings and other inquiries initiated by various governmental agencies, law enforcement authorities, and self-regulatory organizations, and can result in fines, penalties, restitution, changes to Regions’ business practices, and other related costs, including reputational damage. At any given time, these legal proceedings are at varying stages of adjudication, arbitration, or investigation, and may relate to a variety of topics, including common law tort and contract claims, as well as statutory consumer protection-related claims, among others.

Assessment of exposure that could result from legal proceedings is complex because these proceedings often involve inherently unpredictable factors, including, but not limited to, the following: whether the proceeding is in early stages; whether damages or the amount of potential fines, penalties, and restitution are unspecified, unsupported, or uncertain; whether there is a potential for punitive or other pecuniary damages; whether the matter involves legal uncertainties, including novel issues of law; whether the matter involves multiple parties and/or jurisdictions; whether discovery or other investigation has begun or is not complete; whether material facts may be disputed or unsubstantiated; whether meaningful settlement discussions have commenced; and whether the matter involves class allegations. As a result of these complexities, Regions may be unable to develop an estimate or range of loss.

Regions evaluates legal proceedings based on information currently available, including advice of counsel. Regions establishes accruals for those matters when a loss is considered probable and the related amount is reasonably estimable. Additionally, when it is practicable and reasonably possible that it may experience losses in excess of established accruals, Regions estimates possible loss contingencies. Regions currently estimates that the aggregate amount of reasonably possible

losses that it may experience, in excess of what has been accrued, is immaterial. While the final outcomes of legal proceedings are inherently unpredictable, management is currently of the opinion that the outcomes of pending and threatened matters will not have a material effect on Regions’ business, consolidated financial position, results of operations or cash flows as a whole.

As available information changes, the matters for which Regions is able to estimate, as well as the estimates themselves, will be adjusted accordingly. Regions’ estimates are subject to significant judgment and uncertainties, and the matters underlying the estimates will change from time to time. In the event of unexpected future developments, it is possible that an adverse outcome in any such matter could be material to Regions’ business, consolidated financial position, results of operations, or cash flows as a whole for any particular reporting period of occurrence.

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

GUARANTEES

FANNIE MAE LOSS SHARE GUARANTEE

Regions sells commercial loans to Fannie Mae through the DUS lending program and through other platforms. The DUS program provides liquidity to the multi-family housing market. Regions services loans sold to Fannie Mae and is required to provide a loss share guarantee equal to one-third of the principal balance for the majority of the commercial servicing portfolio. At March 31, 2024 and December 31, 2023, the Company's DUS servicing portfolio totaled approximately $6.4 billion and $6.2 billion, respectively. Regions has additional loans sold to Fannie Mae outside of the DUS program that are also subject to a loss share guarantee and at March 31, 2024 and December 31, 2023, these serviced loans totaled approximately $580 million and $653 million, respectively. Regions' maximum quantifiable contingent liability related to all loans subject to a loss share guarantee was approximately $2.3 billion at both March 31, 2024 and December 31, 2023. The Company would be liable for this amount only if all of the loans it services for Fannie Mae, for which the Company retains some risk of loss, were to default and all of the collateral underlying these loans was determined to be without value at the time of settlement. Therefore, the maximum quantifiable contingent liability is not representative of the actual loss the Company would be expected to incur. The estimated fair value of the associated loss share guarantee recorded as a liability on the Company's consolidated balance sheets was immaterial at both March 31, 2024 and December 31, 2023. Refer to Note 1 "Summary of Significant Accounting Policies" in the Annual Report on Form 10-K for the year ended December 31, 2023 for additional information.

NOTE 13. RECENT ACCOUNTING PRONOUNCEMENTS

The following table provides a brief description of accounting standards adopted in 2024 and those that could have a material impact to Regions’ consolidated financial statements upon adoption in the future.

StandardDescriptionRequired Date of AdoptionEffect on Regions' financial statements or other significant matters
Standards Adopted (or partially adopted) in 2024
ASU 2023-02, Investments —Equity Method and Joint Ventures (Topic 323) Accounting for Investments in Tax Credit Structures Using the Proportional Amortization MethodThis Update allows entities to elect to account for equity investments made primarily for the purpose of receiving income tax credits using the proportional amortization method, regardless of the tax credit program through which the investment earns income tax credits, if certain conditions were met. The Update also sets forth the conditions needed to apply the proportional amortization method. The Update further eliminates certain low income housing tax credit-specific guidance to align the accounting more closely for low income housing tax credits with the accounting for other equity investments in tax credit structures and require that the delayed equity contribution apply only to tax equity investments accounted for using the proportional amortization method.January 1, 2024Regions adopted this guidance as of January 1, 2024 with no material impact. See Note 1 Basis of Presentation for additional information.
ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment DisclosuresThe Update requires entities to provide disclosure of significant segment expenses, as defined within the standard, and requires that entities disclose other segment items by reportable segment. These disclosures are required to be made on an annual and interim basis.January 1, 2024Regions adopted this guidance as of January 1, 2024 with no material impact.
Standards Not Yet Adopted
ASU 2023-05, Business Combinations— Joint Venture Formations (Subtopic 805-60)This Update requires certain joint ventures, upon formation, to use a new basis of accounting by applying most aspects of the acquisition method for business combinations. New joint ventures generally will recognize and initially measure assets and liabilities at fair value. The Update is effective for all joint ventures with a formation date on or after January 1, 2025. Early adoption is permitted.January 1, 2025The adoption of this guidance is not likely to have a material impact. Regions will continue to evaluate through date of adoption.
ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification InitiativeThis Update incorporates into the Codification 14 of the 27 disclosures referred by the SEC in Release No. 33‐10532, Disclosure Update and Simplification. This Update clarifies and improves the disclosure and presentation requirements of a variety of Topics in the Codification to align with the SEC's regulations.The date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective.The adoption of this guidance is not likely to have a material impact. Regions will continue to evaluate through date of adoption.
ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax DisclosuresThe ASU improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures.January 1, 2025The adoption of this guidance is not likely to have a material impact. Regions will continue to evaluate through date of adoption.

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