Item 1. Financial Statements (Unaudited)

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Item 1. Financial Statements (Unaudited)

REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS




	September 30, 2024		December 31, 2023
	(In millions, except share data)
Assets
Cash and due from banks	$	2,665	$	2,635
Interest-bearing deposits in other banks	7,856		4,166

Debt securities held to maturity (estimated fair value of $2,759 and $716, respectively)	2,787		754
Debt securities available for sale (amortized cost of $30,090 and $30,864, respectively)	28,698		28,104
Loans held for sale (includes $255 and $201 measured at fair value, respectively)	522		400
Loans, net of unearned income	96,789		98,379
Allowance for loan losses	(1,607)		(1,576)
Net loans	95,182		96,803
Other earning assets	1,625		1,417
Premises, equipment and software, net	1,648		1,642
Interest receivable	596		614
Goodwill	5,733		5,733
Residential mortgage servicing rights at fair value	971		906
Other identifiable intangible assets, net	178		205
Other assets	8,965		8,815
Total assets	$	157,426	$	152,194
Liabilities and Equity
Deposits:
Non-interest-bearing	$	39,698	$	42,368
Interest-bearing	86,678		85,420
Total deposits	126,376		127,788
Borrowed funds:



Short-term borrowings	1,500		—
Long-term borrowings	6,016		2,330
Total borrowed funds	7,516		2,330
Other liabilities	4,807		4,583
Total liabilities	138,699		134,701
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 shares	1,715		1,659
Common stock, authorized 3 billion shares, par value $0.01 per share:
Issued including treasury stock—951,606,236 and 963,375,681 shares, respectively	10		10
Additional paid-in capital	11,438		11,757
Retained earnings	8,778		8,186
Treasury stock, at cost— 41,032,676 shares	(1,371)		(1,371)
Accumulated other comprehensive income (loss), net	(1,894)		(2,812)
Total shareholders’ equity	18,676		17,429
Noncontrolling interest	51		64
Total equity	18,727		17,493
Total liabilities and equity	$	157,426	$	152,194

See notes to consolidated financial statements.

REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME


	Three Months Ended September 30				Nine Months Ended September 30
	2024		2023		2024		2023
	(In millions, except per share data)
Interest income on:
Loans, including fees	$	1,463	$	1,462	$	4,316	$	4,276
Debt securities	241		185		669		557
Loans held for sale	11		14		28		31
Other earning assets	105		105		293		282
Total interest income	1,820		1,766		5,306		5,146
Interest expense on:
Deposits	507		367		1,504		806
Short-term borrowings	10		39		24		86
Long-term borrowings	85		69		190		165
Total interest expense	602		475		1,718		1,057


Net interest income	1,218		1,291		3,588		4,089
Provision for credit losses	113		145		367		398
Net interest income after provision for credit losses	1,105		1,146		3,221		3,691
Non-interest income:
Service charges on deposit accounts	158		142		457		449
Card and ATM fees	118		126		354		377
Investment management and trust fee income	85		79		249		232
Capital markets income	92		64		251		174
Mortgage income	36		28		111		78
Securities gains (losses), net	(78)		(1)		(178)		(3)
Other	161		128		436		369
Total non-interest income	572		566		1,680		1,676
Non-interest expense:
Salaries and employee benefits	645		589		1,912		1,808
Equipment and software expense	101		107		302		310
Net occupancy expense	69		72		211		218
Other	254		325		779		895
Total non-interest expense	1,069		1,093		3,204		3,231
Income before income taxes	608		619		1,697		2,136
Income tax expense	118		129		338		453





Net income	$	490	$	490	$	1,359	$	1,683

Net income available to common shareholders	$	446	$	465	$	1,266	$	1,609
Weighted-average number of shares outstanding:
Basic	914		939		917		938
Diluted	918		940		919		940



Earnings per common share:
Basic	$	0.49	$	0.49	$	1.38	$	1.72
Diluted	0.49		0.49		1.38		1.71

See notes to consolidated financial statements.

REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)


	Three Months Ended September 30
	2024		2023
	(In millions)
Net income	$	490	$	490
Other comprehensive income (loss), net of tax:
Unrealized losses on securities transferred to held to maturity:
Unrealized losses on securities transferred from available for sale during the period (net of ($111) and zero tax effect, respectively)	(325)		—
Less: reclassification adjustments for amortization of unrealized losses on securities transferred to held to maturity (net of zero and zero tax effect, respectively)	(1)		—
Net change in unrealized losses on securities transferred to held to maturity, net of tax	(324)		—
Unrealized gains (losses) on securities available for sale:
Unrealized losses on securities transferred to held to maturity during the period (net of $111 and zero tax effect, respectively	325		—
Unrealized holding gains (losses) arising during the period (net of $298 and ($203) tax effect, respectively)	870		(595)
Less: reclassification adjustments for securities gains (losses) realized in net income (net of ($20) and zero tax effect, respectively)	(58)		(1)
Net change in unrealized gains (losses) on securities available for sale, net of tax	1,253		(594)
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
Unrealized holding gains (losses) on derivatives arising during the period (net of $121 and ($93) tax effect, respectively)	354		(274)
Less: reclassification adjustments for gains (losses) on derivative instruments realized in net income (net of ($28) and ($21) tax effect, respectively)	(82)		(61)
Net change in unrealized gains (losses) on derivative instruments, net of tax	436		(213)
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 ($1) and ($3) tax effect, respectively)	(6)		(11)
Net change from defined benefit pension plans and other post employment benefits, net of tax	6		11
Other comprehensive income (loss), net of tax	1,371		(796)
Comprehensive income (loss)	$	1,861	$	(306)

	Nine Months Ended September 30
	2024		2023
	(In millions)
Net income	$	1,359	$	1,683
Other comprehensive income (loss), net of tax:
Unrealized losses on securities transferred to held to maturity:
Unrealized losses on securities transferred from available for sale during the period (net of ($111) and zero tax effect, respectively)	(325)		—
Less: reclassification adjustments for amortization of unrealized losses on securities transferred to held to maturity (net of zero and zero tax effect, respectively)	(2)		(1)
Net change in unrealized losses on securities transferred to held to maturity, net of tax	(323)		1
Unrealized gains (losses) on securities available for sale:
Unrealized losses on securities transferred to held to maturity during the period (net of $111 and zero tax effect, respectively)	325		—
Unrealized holding gains (losses) arising during the period (net of $193 and ($177) tax effect, respectively)	560		(518)
Less: reclassification adjustments for securities gains (losses) realized in net income (net of ($45) and zero tax effect, respectively)	(133)		(3)
Net change in unrealized gains (losses) on securities available for sale, net of tax	1,018		(515)
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
Unrealized holding gains (losses) on derivatives arising during the period (net of ($16) and ($169) tax effect, respectively)	(46)		(496)
Less: reclassification adjustments for gains (losses) on derivative instruments realized in net income (net of ($88) and ($33) tax effect, respectively)	(255)		(96)
Net change in unrealized gains (losses) on derivative instruments, net of tax	209		(400)
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 ($5) and ($6) tax effect, respectively)	(14)		(21)
Net change from defined benefit pension plans and other post employment benefits, net of tax	14		21
Other comprehensive income (loss), net of tax	918		(893)
Comprehensive income	$	2,277	$	790

See notes to consolidated financial statements.

REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY


	Shareholders' Equity
	Preferred Stock			Common Stock			Additional Paid-In Capital		Retained Earnings		Treasury Stock, At Cost		Accumulated Other Comprehensive Income (Loss), Net		Total		Non- controlling Interest
	Shares	Amount		Shares	Amount
	(In millions, except per share data)
BALANCE AT JANUARY 1, 2023	2	$	1,659	934	$	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	—	—		—	—		—		—		—		499		499		—
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, 2023	2	$	1,659	934	$	10	$	11,996	$	7,433	$	(1,371)	$	(2,844)	$	16,883	$	19

BALANCE AT APRIL 1, 2023	2	$	1,659	934	$	10	$	11,996	$	7,433	$	(1,371)	$	(2,844)	$	16,883	$	19

Net income	—	—		—	—		—		581		—		—		581		—
Other comprehensive income (loss), net of tax	—	—		—	—		—		—		—		(596)		(596)		—
Cash dividends declared	—	—		—	—		—		(187)		—		—		(187)		—
Preferred stock dividends	—	—		—	—		—		(25)		—		—		(25)		—

Impact of common stock transactions under compensation plans, net	—	—		5	—		(17)		—		—		—		(17)		—
Other	—	—		—	—		—		—		—		—		—		$	3
BALANCE AT JUNE 30, 2023	2	$	1,659	939	$	10	$	11,979	$	7,802	$	(1,371)	$	(3,440)	$	16,639	$	22

BALANCE AT JULY 1, 2023	2	$	1,659	939	$	10	$	11,979	$	7,802	$	(1,371)	$	(3,440)	$	16,639	$	22

Net income	—	—		—	—		—		490		—		—		490		—
Other comprehensive income (loss), net of tax	—	—		—	—		—		—		—		(796)		(796)		—
Cash dividends declared	—	—		—	—		—		(225)		—		—		(225)		—
Preferred stock dividends	—	—		—	—		—		(25)		—		—		(25)		—

Impact of common stock transactions under compensation plans, net	—	—		—	—		17		—		—		—		17		—
Other	—	—		—	—		—		—		—		—		—		$	3
BALANCE AT SEPTEMBER 30, 2023	2	$	1,659	939	$	10	$	11,996	$	8,042	$	(1,371)	$	(4,236)	$	16,100	$	25


	Shareholders' Equity
	Preferred Stock			Common Stock			Additional Paid-In Capital		Retained Earnings		Treasury Stock, At Cost		Accumulated Other Comprehensive Income (Loss), Net		Total		Non- controlling Interest
	Shares	Amount		Shares	Amount
	(In millions, except per share data)
BALANCE AT JANUARY 1, 2024	2	$	1,659	924	$	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, 2024	2	$	1,659	918	$	10	$	11,666	$	8,304	$	(1,371)	$	(3,224)	$	17,044	$	34

BALANCE AT APRIL 1, 2024	2	$	1,659	918	$	10	$	11,666	$	8,304	$	(1,371)	$	(3,224)	$	17,044	$	34

Net income	—	—		—	—		—		501		—		—		501		—
Other comprehensive income (loss), net of tax	—	—		—	—		—		—		—		(41)		(41)		—
Cash dividends declared	—	—		—	—		—		(220)		—		—		(220)		—
Preferred stock dividends	—	—		—	—		—		(24)		—		—		(24)		—
Impact of common stock share repurchases	—	—		(4)	—		(87)		—		—		—		(87)		—
Impact of common stock transactions under compensation plans, net	—	—		1	—		(4)		—		—		—		(4)		—
Other	—	—		—	—		—		—		—		—		—		(1)
BALANCE AT JUNE 30, 2024	2	$	1,659	915	$	10	$	11,575	$	8,561	$	(1,371)	$	(3,265)	$	17,169	$	33

BALANCE AT JULY 1, 2024	2	$	1,659	915	$	10	$	11,575	$	8,561	$	(1,371)	$	(3,265)	$	17,169	$	33

Net income	—	—		—	—		—		490		—		—		490		—
Other comprehensive income (loss), net of tax	—	—		—	—		—		—		—		1,371		1,371		—
Cash dividends declared	—	—		—	—		—		(229)		—		—		(229)		—
Preferred stock dividends	—	—		—	—		—		(29)		—		—		(29)		—
Net proceeds from issuance of Series F preferred stock	—	489		—	—		—		—		—		—		489		—
Redemption of Series B preferred stock	—	(433)		—	—		(52)		(15)		—		—		(500)		—
Impact of common stock share repurchases	—	—		(4)	—		(101)		—		—		—		(101)		—
Impact of common stock transactions under compensation plans, net	—	—		—	—		16		—		—		—		16		—
Other	—	—		—	—		—		—		—		—		—		18
BALANCE AT SEPTEMBER 30, 2024	2	$	1,715	911	$	10	$	11,438	$	8,778	$	(1,371)	$	(1,894)	$	18,676	$	51

See notes to consolidated financial statements.

REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Nine Months Ended September 30
	2024		2023
	(In millions)
Operating activities:
Net income	$	1,359	$	1,683
Adjustments to reconcile net income to net cash from operating activities:
Provision for credit losses	367		398
Depreciation, amortization and accretion, net	123		183

Securities (gains) losses, net	178		3

Deferred income tax expense	33		24
Originations and purchases of loans held for sale	(4,443)		(3,591)
Proceeds from sales of loans held for sale	4,347		3,489

(Gain) loss on sale of loans, net	(43)		(25)


Net change in operating assets and liabilities:
Other earning assets	(208)		(244)
Interest receivable and other assets	332		(225)
Other liabilities	(306)		(270)
Other	79		28
Net cash from operating activities	1,818		1,453
Investing activities:
Proceeds from maturities of debt securities held to maturity	31		37
Proceeds from sales of debt securities available for sale	3,825		49
Proceeds from maturities of debt securities available for sale	2,356		2,245
Purchases of debt securities available for sale	(8,074)		(1,346)
Net (payments for) proceeds from bank-owned life insurance	14		—

Proceeds from sales of loans	73		184
Purchases of loans	(536)		(327)
Net change in loans	1,792		(2,042)
Purchases of mortgage servicing rights	(137)		(136)
Net purchases of other assets	(104)		(115)


Net cash from investing activities	(760)		(1,451)
Financing activities:
Net change in deposits	(1,412)		(5,544)
Net change in short-term borrowings	1,500		2,000
Proceeds from long-term borrowings	3,740		2,000
Payments on long-term borrowings	(100)		—

Cash dividends on common stock	(662)		(561)
Cash dividends on preferred stock	(78)		(74)
Net proceeds from issuance of preferred stock	489		—
Payment for redemption of preferred stock	(500)		—
Repurchases of common stock	(290)		—
Taxes paid related to net share settlement of equity awards	(25)		(34)

Net cash from financing activities	2,662		(2,213)
Net change in cash and cash equivalents	3,720		(2,211)
Cash and cash equivalents at beginning of year	6,801		11,227
Cash and cash equivalents at end of period	$	10,521	$	9,016

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:


	September 30, 2024		December 31, 2023
	(In millions)
Tax credit investments included in other assets	$	1,495	$	1,415
Unfunded tax credit commitments included in other liabilities	589		592
Loans and letters of credit commitments	674		730
Funded portion of loans and letters of credit commitments	346		395


	Three Months Ended September 30				Nine Months Ended September 30
	2024		2023		2024		2023
	(In millions)
Tax credits and other tax benefits recognized	$	59	$	51	$	175	$	151
Tax credit amortization expense included in income tax expense	49		42		142		125

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 September 30, 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:


	September 30, 2024
			Recognized in OCI (1)						Not recognized in OCI
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Carrying Value		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
	(In millions)
Debt securities held to maturity:


Mortgage-backed securities:
Residential agency	$	2,718	$	—	$	(442)	$	2,276	$	—	$	(16)	$	2,260
Commercial agency	512		—		(1)		511		—		(12)		499
	$	3,230	$	—	$	(443)	$	2,787	$	—	$	(28)	$	2,759

Debt securities available for sale:
U.S. Treasury securities	$	2,102	$	13	$	(69)	$	2,046					$	2,046
Federal agency securities	461		6		(10)		457						457
Obligations of states and political subdivisions	2		—		—		2						2
Mortgage-backed securities:
Residential agency	21,564		199		(1,304)		20,459						20,459

Commercial agency	5,135		10		(223)		4,922						4,922
Commercial non-agency	92		—		(7)		85						85
Corporate and other debt securities	734		6		(13)		727						727
	$	30,090	$	234	$	(1,626)	$	28,698					$	28,698


	December 31, 2023
			Recognized in OCI (1)						Not recognized in OCI
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Carrying Value		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
	(In millions)
Debt securities held to maturity:


Mortgage-backed securities:
Residential agency	$	247	$	—	$	(8)	$	239	$	—	$	(16)	$	223
Commercial agency	516		—		(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 securities	1,085		4		(46)		1,043						1,043
Obligations of states and political subdivisions	2		—		—		2						2
Mortgage-backed securities:
Residential agency	19,450		52		(2,130)		17,372						17,372

Commercial agency	7,807		2		(502)		7,307						7,307
Commercial non-agency	93		—		(10)		83						83
Corporate and other debt securities	1,105		4		(35)		1,074						1,074
	$	30,864	$	62	$	(2,822)	$	28,104					$	28,104

(1)Securities held to maturity gross unrealized losses recognized in OCI resulted from transfers of securities available for sale to held to maturity.

In the third quarter of 2024, the Company reclassified securities with an amortized cost, excluding items recognized in OCI, of $2.5 billion from available for sale to held to maturity. The Company determined it has both the positive intent and ability to hold these securities to maturity. The securities were transferred at amortized cost, in addition to the amount of any remaining unrealized holding gain or loss reported in AOCI, and represented a non-cash transaction. OCI included net pre-tax unrealized losses of $436 million at the date of transfer and the offsetting OCI components are being amortized into net interest income over the remaining life of the related securities as a yield adjustment, resulting in no impact on future net income.

Debt securities with carrying values of $20.8 billion and $24.0 billion at September 30, 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 September 30, 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 Cost		Estimated Fair Value
	(In millions)
Debt securities held to maturity:
Mortgage-backed securities:
Residential agency	$	2,718	$	2,260
Commercial agency	512		499
	$	3,230	$	2,759
Debt securities available for sale:
Due in one year or less	$	411	$	405
Due after one year through five years	2,023		1,967
Due after five years through ten years	726		731
Due after ten years	139		129
Mortgage-backed securities:
Residential agency	21,564		20,459

Commercial agency	5,135		4,922
Commercial non-agency	92		85
	$	30,090	$	28,698

The following tables present gross unrealized losses and the related estimated fair value of debt securities held to maturity and debt securities available for sale at September 30, 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.


	September 30, 2024
	Less Than Twelve Months				Twelve Months or More				Total
	Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses
	(In millions)
Debt securities held to maturity:

Mortgage-backed securities:
Residential agency	$	—	$	—	$	2,260	$	(458)	$	2,260	$	(458)
Commercial agency	—		—		499		(13)		499		(13)
	$	—	$	—	$	2,759	$	(471)	$	2,759	$	(471)

Debt securities available for sale:
U.S Treasury securities	$	92	$	—	$	1,122	$	(69)	$	1,214	$	(69)
Federal agency securities	—		—		200		(10)		200		(10)
Mortgage-backed securities:
Residential agency	1,216		(6)		12,079		(1,298)		13,295		(1,304)

Commercial agency	383		(3)		3,709		(220)		4,092		(223)
Commercial non-agency	—		—		84		(7)		84		(7)
Corporate and other debt securities	18		—		444		(13)		462		(13)
	$	1,709	$	(9)	$	17,638	$	(1,617)	$	19,347	$	(1,626)


	December 31, 2023
	Less Than Twelve Months				Twelve Months or More				Total
	Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses
	(In millions)
Debt securities held to maturity:


Mortgage-backed securities:
Residential agency	$	—	$	—	$	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 securities	237		(5)		666		(41)		903		(46)
Mortgage-backed securities:
Residential agency	241		(3)		15,144		(2,127)		15,385		(2,130)

Commercial agency	612		(7)		6,583		(495)		7,195		(502)

Commercial non-agency	—		—		82		(10)		82		(10)
Corporate and other debt securities	23		—		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 decreased to 1,540 at September 30, 2024 from 1,703 at December 31, 2023. The decrease 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 September 30, 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 and nine months ended September 30, 2024 totaled $92 million and $192 million, respectively, while gross realized gains totaled $14 million for both the three and nine months ended September 30, 2024. Therefore, the Company recognized net realized losses of $78 million and $178 million for the three and nine months ended September 30, 2024, respectively. Gross realized gains and losses on sales of debt securities available for sale were immaterial for three and nine months ended September 30, 2023. The cost of securities sold is based on the specific identification method. As part of the Company's normal process for evaluating impairment, including credit-related impairment, impairment identified by management was immaterial for the three and nine months ended September 30, 2024 and 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:


	September 30, 2024		December 31, 2023
	(In millions)
Commercial and industrial	$	49,565	$	50,865
Commercial real estate mortgage—owner-occupied	4,873		4,887
Commercial real estate construction—owner-occupied	341		281
Total commercial	54,779		56,033
Commercial investor real estate mortgage	6,562		6,605
Commercial investor real estate construction	2,250		2,245
Total investor real estate	8,812		8,850
Residential first mortgage	20,125		20,207
Home equity lines	3,130		3,221
Home equity loans	2,404		2,439
Consumer credit card	1,372		1,341
Other consumer—exit portfolio	9		43
Other consumer	6,158		6,245
Total consumer	33,198		33,496
Total loans, net of unearned income	$	96,789	$	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 and nine months ended September 30, 2024, and 2023.



	Three Months Ended September 30, 2024
	Commercial		Investor Real Estate		Consumer		Total
	(In millions)
Allowance for loan losses, July 1, 2024	$	736	$	233	$	652	$	1,621



Provision for loan losses	47		10		46		103

Loan losses:
Charge-offs	(71)		(12)		(60)		(143)
Recoveries	15		—		11		26
Net loan losses	(56)		(12)		(49)		(117)
Allowance for loan losses, September 30, 2024	727		231		649		1,607
Reserve for unfunded credit commitments, July 1, 2024	85		8		18		111
Provision for (benefit from) unfunded credit commitments	8		2		—		10
Reserve for unfunded credit commitments, September 30, 2024	93		10		18		121
Allowance for credit losses, September 30, 2024	$	820	$	241	$	667	$	1,728



	Three Months Ended September 30, 2023
	Commercial		Investor Real Estate		Consumer		Total
	(In millions)
Allowance for loan losses, July 1, 2023	$	708	$	151	$	654	$	1,513
Provision for loan losses	25		17		93		135

Loan losses:
Charge-offs	(54)		—		(70)		(124)
Recoveries	13		—		10		23
Net loan losses	(41)		—		(60)		(101)
Allowance for loan losses, September 30, 2023	692		168		687		1,547

Reserve for unfunded credit commitments, July 1, 2023	82		19		19		120
Provision for unfunded credit commitments	8		—		2		10
Reserve for unfunded credit commitments, September 30, 2023	90		19		21		130
Allowance for credit losses, September 30, 2023	$	782	$	187	$	708	$	1,677


	Nine Months Ended September 30, 2024
	Commercial		Investor Real Estate		Consumer		Total
	(In millions)
Allowance for loan losses, January 1, 2024	$	722	$	192	$	662	$	1,576



Provision for loan losses	166		54		150		370
Loan losses:
Charge-offs	(194)		(17)		(196)		(407)
Recoveries	33		2		33		68
Net loan losses	(161)		(15)		(163)		(339)
Allowance for loan losses, September 30, 2024	727		231		649		1,607


Reserve for unfunded credit commitments, January 1, 2024	92		13		19		124
Provision for (benefit from) unfunded credit losses	1		(3)		(1)		(3)
Reserve for unfunded credit commitments, September 30, 2024	93		10		18		121
Allowance for credit losses, September 30, 2024	$	820	$	241	$	667	$	1,728


	Nine Months Ended September 30, 2023
	Commercial		Investor Real Estate		Consumer		Total
	(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 losses	141		50		195		386

Loan losses:
Charge-offs	(155)		—		(186)		(341)
Recoveries	44		—		32		76
Net loan losses	(111)		—		(154)		(265)
Allowance for loan losses, September 30, 2023	692		168		687		1,547


Reserve for unfunded credit commitments, January 1, 2023	72		21		25		118
Provision for (benefit from) unfunded credit losses	18		(2)		(4)		12
Reserve for unfunded credit commitments, September 30, 2023	90		19		21		130
Allowance for credit losses, September 30, 2023	$	782	$	187	$	708	$	1,677

(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, and home prices 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 as of September 30, 2024 and December 31, 2023 and gross charge-offs for the year to date period ended September 30, 2024 and 2023, both by vintage year. Regions defines the vintage date for the purposes of disclosure as the date of the most recent credit decision. In general, renewals 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.


	September 30, 2024
Term Loans													Revolving Loans			Revolving Loans Converted to Amortizing			Unallocated (1)			Total

2024	2023		2022		2021		2020		Prior
(In millions)
Commercial and industrial:
Risk rating:
Pass	$	5,714	$	5,710	$	6,969	$	3,774	$	1,775	$	3,855		$	18,878		$	—		$	99		$	46,774
Special Mention	76		292		177		19		54		8			327			—			—			$	953
Substandard Accrual	52		278		263		93		8		73			641			—			—			$	1,408
Non-accrual	10		104		165		26		5		23			97			—			—			$	430
Total commercial and industrial	$	5,852	$	6,384	$	7,574	$	3,912	$	1,842	$	3,959		$	19,943		$	—		$	99		$	49,565

Commercial real estate mortgage—owner-occupied:
Risk rating:
Pass	$	630	$	705	$	845	$	858	$	544	$	883		$	94		$	—		$	(5)		$	4,554
Special Mention	4		18		47		26		13		48			1			—			—			$	157
Substandard Accrual	2		5		32		34		11		33			2			—			—			$	119
Non-accrual	3		2		6		18		5		9			—			—			—			$	43
Total commercial real estate mortgage—owner-occupied:	$	639	$	730	$	930	$	936	$	573	$	973		$	97		$	—		$	(5)		$	4,873

Commercial real estate construction—owner-occupied:
Risk rating:
Pass	$	98	$	74	$	43	$	33	$	21	$	42		$	6		$	—		$	—		$	317
Special Mention	—		6		8		—		—		—			—			—			—			$	14
Substandard Accrual	—		—		4		—		—		—			—			—			—			$	4
Non-accrual	—		—		—		—		1		5			—			—			—			$	6
Total commercial real estate construction—owner-occupied:	$	98	$	80	$	55	$	33	$	22	$	47		$	6		$	—		$	—		$	341

Total commercial	$	6,589	$	7,194	$	8,559	$	4,881	$	2,437	$	4,979		$	20,046		$	—		$	94		$	54,779

Commercial investor real estate mortgage:
Risk rating:
Pass	$	979	$	854	$	1,645	$	996	$	326	$	248		$	325		$	—		$	(2)		$	5,371
Special Mention	63		38		209		39		79		9			4			—			—			$	441
Substandard Accrual	146		63		120		24		—		2			108			—			—			$	463
Non-accrual	139		46		51		—		—		51			—			—			—			$	287
Total commercial investor real estate mortgage	$	1,327	$	1,001	$	2,025	$	1,059	$	405	$	310		$	437		$	—		$	(2)		$	6,562

Commercial investor real estate construction:
Risk rating:
Pass	$	123	$	340	$	641	$	—	$	—	$	2		$	791		$	—		$	(14)		$	1,883
Special Mention	—		28		183		—		—		—			71			—			—			$	282
Substandard Accrual	—		—		63		—		—		—			22			—			—			$	85
Non-accrual	—		—		—		—		—		—			—			—			—			$	—
Total commercial investor real estate construction	$	123	$	368	$	887	$	—	$	—	$	2		$	884		$	—		$	(14)		$	2,250

Total investor real estate	$	1,450	$	1,369	$	2,912	$	1,059	$	405	$	312		$	1,321		$	—		$	(16)		$	8,812

Residential first mortgage:
FICO scores:
Above 720	$	825	$	1,986	$	2,798	$	4,154	$	4,087	$	2,830		$	—		$	—		$	—		$	16,680
681-720	88		198		265		284		236		307			—			—			—			1,378
620-680	38		83		130		134		103		300			—			—			—			788
Below 620	8		60		131		141		95		425			—			—			—			860
Data not available	19		32		17		41		45		90			3			—			172			419
Total residential first mortgage	$	978	$	2,359	$	3,341	$	4,754	$	4,566	$	3,952		$	3		$	—		$	172		$	20,125


	September 30, 2024
Term Loans													Revolving Loans			Revolving Loans Converted to Amortizing			Unallocated (1)				Total

2024	2023		2022		2021		2020		Prior
(In millions)
Home equity lines:
FICO scores:
Above 720	$	—	$	—	$	—	$	—	$	—	$	—		$	2,314		$	48			$	—		$	2,362
681-720	—		—		—		—		—		—			344			10				—			354
620-680	—		—		—		—		—		—			184			10				—			194
Below 620	—		—		—		—		—		—			95			7				—			102
Data not available	—		—		—		—		—		—			83			5				30			118
Total home equity lines	$	—	$	—	$	—	$	—	$	—	$	—		$	3,020		$	80			$	30		$	3,130

Home equity loans:
FICO scores:
Above 720	$	252	$	278	$	322	$	344	$	171	$	506		$	—		$	—			$	—		$	1,873
681-720	40		44		51		42		18		60			—			—				—			255
620-680	16		20		24		21		9		51			—			—				—			141
Below 620	1		6		13		14		5		38			—			—				—			77
Data not available	1		1		4		6		4		26			—			—				16			58
Total home equity loans	$	310	$	349	$	414	$	427	$	207	$	681		$	—		$	—			$	16		$	2,404

Consumer credit card:
FICO scores:
Above 720	$	—	$	—	$	—	$	—	$	—	$	—		$	790		$	—			$	—		$	790
681-720	—		—		—		—		—		—			266			—				—			266
620-680	—		—		—		—		—		—			218			—				—			218
Below 620	—		—		—		—		—		—			106			—				—			106
Data not available	—		—		—		—		—		—			23			—				(31)			(8)
Total consumer credit card	$	—	$	—	$	—	$	—	$	—	$	—		$	1,403		$	—			$	(31)		$	1,372

Other consumer—exit portfolios:
FICO scores:
Above 720	$	—	$	—	$	—	$	—	$	—	$	5		$	—		$	—			$	—		$	5
681-720	—		—		—		—		—		1			—			—				—			1
620-680	—		—		—		—		—		2			—			—				—			2
Below 620	—		—		—		—		—		2			—			—				—			2
Data not available	—		—		—		—		—		—			—			—				(1)			(1)
Total other consumer—exit portfolios	$	—	$	—	$	—	$	—	$	—	$	10		$	—		$	—	$	—	$	(1)		$	9

Other consumer(2):
FICO scores:
Above 720	$	717	$	1,091	$	1,387	$	441	$	246	$	227		$	116		$	—			$	—		$	4,225
681-720	122		215		306		102		54		43			62			—				—			904
620-680	63		126		203		72		33		28			51			—				—			576
Below 620	12		47		120		45		21		16			32			—				—			293
Data not available	82		4		10		7		5		161			2			—				(111)			160
Total other consumer	$	996	$	1,483	$	2,026	$	667	$	359	$	475		$	263		$	—			$	(111)		$	6,158

Total consumer loans	$	2,284	$	4,191	$	5,781	$	5,848	$	5,132	$	5,118		$	4,689		$	80			$	75		$	33,198

Total Loans	$	10,323	$	12,754	$	17,252	$	11,788	$	7,974	$	10,409		$	26,056		$	80			$	153		$	96,789


	December 31, 2023
Term Loans													Revolving Loans			Revolving Loans Converted to Amortizing			Unallocated (1)			Total

2023	2022		2021		2020		2019		Prior
(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 Mention	87		186		71		109		26		90			484			—			—			1,053
Substandard Accrual	141		212		74		38		7		3			678			—			—			1,153
Non-accrual	128		102		37		6		20		10			168			—			—			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 Mention	21		13		33		20		7		13			14			—			—			121
Substandard Accrual	3		34		32		14		8		24			1			—			—			116
Non-accrual	4		3		10		8		3		8			—			—			—			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-accrual	2		—		—		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 Mention	269		247		52		59		30		—			90			—			—			747
Substandard Accrual	134		197		—		67		67		3			32			—			—			500
Non-accrual	99		57		37		—		12		28			—			—			—			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
681-720	226		298		355		255		52		294			—			—			—			1,480
620-680	86		153		153		112		43		270			—			—			—			817
Below 620	21		90		122		87		53		389			—			—			—			762
Data not available	33		16		49		46		11		92			1			—			181			429
Total residential first mortgage	$	2,305	$	3,420	$	5,037	$	4,890	$	975	$	3,398		$	1		$	—		$	181		$	20,207


	December 31, 2023
Term Loans													Revolving Loans			Revolving Loans Converted to Amortizing			Unallocated (1)			Total

2023	2022		2021		2020		2019		Prior
(In millions)
Home equity lines:
FICO scores:
Above 720	$	—	$	—	$	—	$	—	$	—	$	—		$	2,399		$	45		$	—		$	2,444
681-720	—		—		—		—		—		—			346			11			—			357
620-680	—		—		—		—		—		—			184			9			—			193
Below 620	—		—		—		—		—		—			97			7			—			104
Data not available	—		—		—		—		—		—			85			5			33			123
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
681-720	53		62		49		22		14		60			—			—			—			260
620-680	19		27		23		8		8		52			—			—			—			137
Below 620	2		8		12		5		7		35			—			—			—			69
Data not available	1		4		5		3		3		25			—			—			16			57
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	—		—		—		—		1		4			—			—			—			5
620-680	—		—		—		—		—		5			—			—			—			5
Below 620	—		—		—		—		1		7			—			—			—			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
681-720	270		409		136		74		34		29			67			—			—			1,019
620-680	178		294		103		50		21		20			53			—			—			719
Below 620	52		147		65		31		14		13			30			—			—			352
Data not available	94		10		7		5		114		65			1			—			(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 for the nine months ended September 30, 2024 and 2023.


	Nine Months Ended September 30, 2024
Term Loans													Revolving Loans			Total
2024	2023		2022		2021		2020		Prior
(In millions)
Commercial and industrial	$	6	$	52	$	51	$	12	$	6	$	9		$	56		$	192
Commercial real estate mortgage—owner-occupied	—		—		—		1		—		1			—			2

Total commercial	6		52		51		13		6		10			56			194
Commercial investor real estate mortgage	—		—		6		5		—		6			—			17

Total investor real estate	—		—		6		5		—		6			—			17
Residential first mortgage	—		—		—		—		—		1			—			1
Home equity lines	—		—		—		—		—		—			3			3

Consumer credit card	—		—		—		—		—		—			47			47
Other consumer—exit portfolios	—		—		—		—		—		1			—			1
Other consumer(1)	28		30		46		15		7		11			7			144
Total consumer	28		30		46		15		7		13			57			196
Total gross charge-offs	$	34	$	82	$	103	$	33	$	13	$	29		$	113		$	407


	Nine Months Ended September 30, 2023
Term Loans													Revolving Loans			Total
2023	2022		2021		2020		2019		Prior
(In millions)
Commercial and industrial	$	3	$	49	$	47	$	22	$	12	$	12		$	9		$	154
Commercial real estate mortgage—owner-occupied	1		—		—		—		—		—			—			1

Total commercial	4		49		47		22		12		12			9			155



Residential first mortgage	—		—		—		—		—		1			—			1
Home equity lines	—		—		—		—		—		—			3			3
Home equity loans	—		—		—		—		—		1			—			1
Consumer credit card	—		—		—		—		—		—			38			38
Other consumer—exit portfolios	—		—		—		—		4		7			—			11
Other consumer(1)	38		40		25		13		7		9			—			132
Total consumer	38		40		25		13		11		18			41			186
Total gross charge-offs	$	42	$	89	$	72	$	35	$	23	$	30		$	50		$	341

(1)Other consumer class includes overdraft gross charge-offs. The majority of overdraft gross charge-offs for the nine months ended September 30, 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 September 30, 2024 and December 31, 2023. Loans on non-accrual status with no related allowance totaled $195 million and $280 million and were comprised of commercial and investor real estate loans at September 30, 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.


	September 30, 2024
	Accrual Loans
	30-59 DPD		60-89 DPD		90+ DPD		Total 30+ DPD		Total Accrual		Non-accrual		Total
	(In millions)
Commercial and industrial	$	39	$	43	$	3	$	85	$	49,135	$	430	$	49,565
Commercial real estate mortgage—owner-occupied	3		1		1		5		4,830		43		4,873
Commercial real estate construction—owner-occupied	—		—		—		—		335		6		341
Total commercial	42		44		4		90		54,300		479		54,779
Commercial investor real estate mortgage	45		—		40		85		6,275		287		6,562
Commercial investor real estate construction	—		—		—		—		2,250		—		2,250
Total investor real estate	45		—		40		85		8,525		287		8,812
Residential first mortgage	112		55		121		288		20,102		23		20,125
Home equity lines	15		9		16		40		3,104		26		3,130
Home equity loans	8		4		7		19		2,398		6		2,404
Consumer credit card	10		9		19		38		1,372		—		1,372
Other consumer—exit portfolios	1		—		—		1		9		—		9
Other consumer	45		22		22		89		6,158		—		6,158
Total consumer	191		99		185		475		33,143		55		33,198
	$	278	$	143	$	229	$	650	$	95,968	$	821	$	96,789


	December 31, 2023
	Accrual Loans
	30-59 DPD		60-89 DPD		90+ DPD		Total 30+ DPD		Total Accrual		Non-accrual		Total
	(In millions)
Commercial and industrial	$	43	$	21	$	11	$	75	$	50,394	$	471	$	50,865
Commercial real estate mortgage—owner-occupied	3		2		—		5		4,851		36		4,887
Commercial real estate construction—owner-occupied	—		1		—		1		273		8		281
Total commercial	46		24		11		81		55,518		515		56,033
Commercial investor real estate mortgage	—		—		23		23		6,372		233		6,605
Commercial investor real estate construction	—		—		—		—		2,245		—		2,245
Total investor real estate	—		—		23		23		8,617		233		8,850
Residential first mortgage	104		48		95		247		20,185		22		20,207
Home equity lines	17		10		20		47		3,192		29		3,221
Home equity loans	10		4		7		21		2,433		6		2,439
Consumer credit card	11		8		20		39		1,341		—		1,341
Other consumer—exit portfolios	2		1		—		3		43		—		43
Other consumer	60		31		29		120		6,245		—		6,245
Total consumer	204		102		171		477		33,439		57		33,496
	$	250	$	126	$	205	$	581	$	97,574	$	805	$	98,379

At September 30, 2024 and December 31, 2023, the Company had collateral-dependent commercial loans of $218 million and $220 million, respectively. At September 30, 2024 and December 31, 2023, the Company had collateral-dependent investor

real estate loans of $199 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 September 30, 2024 and December 31, 2023, the Company had collateral-dependent residential mortgage and home equity loans and lines totaling $113 million and $93 million, respectively. The collateral for these loans consists of residential real estate. 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 for the criteria of collateral dependent loans.

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 and nine months ended September 30, 2024 and 2023.


	Three Months Ended September 30, 2024
	Term Extension					Payment Deferral					Term Extension and Interest Rate Modification					Other	Total
		$		%(1)			$		%(1)			$		%(1)				$		%(1)		$		%(1)
	(Dollars in millions)
Commercial and industrial		$	21	0.04	%		$	—	—	%		$	33	0.07	%			$	—	—	%	$	54	0.11	%
Commercial real estate mortgage—owner-occupied		2		0.04	%		—		—	%		—		—	%			—		—	%	2		0.04	%

Total commercial		23		0.04	%		—		—	%		33		0.06	%			—		—	%	56		0.10	%
Commercial investor real estate mortgage		72		1.10	%		—		—	%		—		—	%			29		0.44	%	101		1.54	%

Total investor real estate		72		0.82	%		—		—	%		—		—	%			29		0.33	%	101		1.14	%
Residential first mortgage		37		0.18	%		1		0.01	%		2		0.01	%			—		—	%	40		0.20	%
Home equity lines		—		—	%		—		—	%		4		0.13	%			—		—	%	4		0.13	%
Home equity loans		1		0.05	%		—		—	%		2		0.08	%			—		—	%	3		0.13	%



Total consumer		38		0.11	%		1		—	%		8		0.02	%			—		—	%	47		0.14	%
		$	133	0.14	%		$	1	—	%		$	41	0.04	%			$	29	0.03	%	$	204	0.21	%


	Three Months Ended September 30, 2023
	Term Extension					Payment Deferral					Term Extension and Interest Rate Modification	Term Extension and Payment Deferral								Total
		$		%(1)			$		%(1)			$		%(1)		$		%(1)			$		%(1)
		(Dollars in millions)
Commercial and industrial		$	197	0.38	%		$	9	0.02	%		$	—	—	%	$	48	0.09	%		$	254	0.49	%
Commercial real estate mortgage—owner-occupied		3		0.06	%		—		—	%		—		—	%	—		—	%		3		0.06	%

Total commercial		200		0.35	%		9		0.02	%		—		—	%	48		0.08	%		257		0.45	%
Commercial investor real estate mortgage		89		1.39	%		—		—	%		—		—	%	—		—	%		89		1.39	%
Commercial investor real estate construction		2		0.08	%		—		—	%		—		—	%	—		—	%		2		0.08	%
Total investor real estate		91		1.04	%		—		—	%		—		—	%	—		—	%		91		1.04	%
Residential first mortgage		25		0.12	%		2		0.01	%		1		0.01	%	—		—	%		28		0.14	%
Home equity lines		—		—	%		—		—	%		2		0.04	%	—		—	%		2		0.05	%
Home equity loans		1		0.04	%		—		—	%		1		0.05	%	—		—	%		2		0.09	%



Total consumer		26		0.08	%		2		0.01	%		4		0.01	%	—		—	%		32		0.10	%
Total		$	317	0.32	%		$	11	0.01	%		$	4	—	%	$	48	0.05	%		$	380	0.38	%


		Nine Months Ended September 30, 2024
	Term Extension					Payment Deferral					Term Extension and Interest Rate Modification					Other	Total
		$		%(1)			$		%(1)			$		%(1)				$		%(1)		$		%(1)
		(Dollars in millions)
Commercial and industrial		$	51	0.10	%		$	—	—	%		$	33	0.07	%			$	—	—	%	$	84	0.17	%
Commercial real estate mortgage—owner-occupied		4		0.08	%		—		—	%		—		—	%			—		—	%	4		0.09	%

Total commercial		55		0.10	%		—		—	%		33		0.06	%			—		—	%	88		0.16	%
Commercial investor real estate mortgage		99		1.51	%		—		—	%		—		—	%			29		0.44	%	128		1.95	%

Total investor real estate		99		1.13	%		—		—	%		—		—	%			29		0.33	%	128		1.46	%
Residential first mortgage		115		0.57	%		2		0.01	%		4		0.02	%			—		—	%	121		0.60	%
Home equity lines		—		0.01	%		—		—	%		7		0.21	%			—		—	%	7		0.22	%
Home equity loans		3		0.13	%		—		—	%		6		0.24	%			—		—	%	9		0.37	%



Total consumer		118		0.36	%		2		0.01	%		17		0.05	%			—		—	%	137		0.41	%
		$	272	0.28	%		$	2	—	%		$	50	0.05	%			$	29	0.03	%	$	353	0.36	%


	Nine Months Ended September 30, 2023
	Term Extension					Payment Deferral					Term Extension and Interest Rate Modification	Term Extension and Payment Deferral								Total
		$		%(1)			$		%(1)			$		%(1)		$		%(1)			$		%(1)
		(Dollars in millions)
Commercial and industrial		$	255	0.49	%		$	148	0.29	%		$	—	—	%	$	48	0.09	%		$	451	0.87	%
Commercial real estate mortgage—owner-occupied		9		0.18	%		—		—	%		—		—	%	—		—	%		9		0.18	%
Commercial real estate construction—owner-occupied		2		0.71	%		—		—	%		—		—	%	—		—	%		2		0.86	%
Total commercial		266		0.47	%		148		0.26	%		—		—	%	48		0.08	%		462		0.81	%
Commercial investor real estate mortgage		151		2.35	%		—		—	%		—		—	%	—		—	%		151		2.35	%
Commercial investor real estate construction		2		0.08	%		—		—	%		—		—	%	—		—	%		2		0.08	%
Total investor real estate		153		1.75	%		—		—	%		—		—	%	—		—	%		153		1.75	%
Residential first mortgage		72		0.36	%		3		0.01	%		3		0.02	%	—		—	%		78		0.39	%
Home equity lines		1		0.02	%		—		—	%		2		0.08	%	—		—	%		3		0.10	%
Home equity loans		3		0.13	%		—		—	%		4		0.15	%	—		—	%		7		0.29	%



Total consumer		76		0.23	%		3		0.01	%		9		0.03	%	—		—	%		88		0.26	%
Total		$	495	0.45	%		$	151	0.15	%		$	9	0.01	%	$	48	0.05	%		$	703	0.71	%

(1) Amounts calculated based upon whole dollar values.

The end of period balance of unfunded commitments related to modifications to troubled borrowers at September 30, 2024 was $65 million and at December 31, 2023 was $106 million.

The following tables present the financial impact of modifications to troubled borrowers during the three and nine months ended September 30, 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 September 30, 2024
	Term Extension	Payment Deferral	Term Extension and Interest Rate Modification
	Weighted-Average Term Extension	Weighted-Average Payment Deferral	Weighted-Average Term Extension	Weighted-Average Reduction in Interest Rate
	(In years, except for percentage data)
Commercial and industrial	1.08	—	1.17	less than 2%
Commercial real estate mortgage—owner-occupied	1.42	—	—	—

Commercial investor real estate mortgage	0.17	—	—	—

Residential first mortgage	7	0.42	4	less than 1%
Home equity lines	—	—	24	2	%
Home equity loans	16	—	24	3	%


	Three Months Ended September 30, 2023
	Term Extension	Payment Deferral	Term Extension and Interest Rate Modification			Term Extension and Payment Deferral
	Weighted-Average Term Extension	Weighted-Average Payment Deferral	Weighted-Average Term Extension	Weighted-Average Reduction in Interest Rate		Weighted-Average Term Extension	Weighted-Average Payment Deferral
	(In years, except for percentage data)
Commercial and industrial	0.67	0.25	—	—		2	2
Commercial real estate mortgage—owner-occupied	0.92	—	—	—		—	—

Commercial investor real estate mortgage	0.58	—	—	—		—	—
Commercial investor real estate construction	0.42	—	—	—		—	—
Residential first mortgage	7	0.92	7	1	%	—	—
Home equity lines	—	—	20	2	%	—	—
Home equity loans	12	—	15	2	%	—	—


	Nine Months Ended September 30, 2024
	Term Extension	Payment Deferral	Term Extension and Interest Rate Modification
	Weighted-Average Term Extension	Weighted-Average Payment Deferral	Weighted-Average Term Extension	Weighted-Average Reduction in Interest Rate
	(In years, except for percentage data)
Commercial and industrial	1.83	—	1.17	less than 2%
Commercial real estate mortgage—owner-occupied	1.00	—	—	—

Commercial investor real estate mortgage	0.75	—	—	—

Residential first mortgage	7	0.5	5	less than 1%
Home equity lines	—	—	23	2	%
Home equity loans	12	—	25	2	%


	Nine Months Ended September 30, 2023
	Term Extension	Payment Deferral	Term Extension and Interest Rate Modification			Term Extension and Payment Deferral
	Weighted-Average Term Extension	Weighted-Average Payment Deferral	Weighted-Average Term Extension	Weighted-Average Reduction in Interest Rate		Weighted-Average Term Extension	Weighted-Average Payment Deferral
	(In years, except for percentage data)
Commercial and industrial	0.75	0.5	—	—		2	2
Commercial real estate mortgage—owner-occupied	0.83	—	—	—		—	—
Commercial real estate construction—owner-occupied	0.25	—	—	—
Commercial investor real estate mortgage	0.67	—	—	—		—	—
Commercial investor real estate construction	0.42	—	—	—		—	—
Residential first mortgage	6	0.92	7	1	%	—	—
Home equity lines	18	—	19	2	%	—	—
Home equity loans	14	—	15	2	%	—	—

In addition to the financial impacts in the table above, during the three and nine months ended September 30, 2024, the Company had an other modification type in which a commercial investor real estate loan was modified from amortizing to an interest-only structure. Under this structure the interest was extended for an average of two months and principal payments were deferred. Also during the nine months ended September 30, 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 as of September 30, 2024 and in the previous nine-month period since adoption of the related accounting guidance by portfolio segment and class as of September 30, 2023. Refer to Note 1 and Note 5 in the Annual Report on Form 10-K for the year ended December 31, 2023 for additional information on the adoption of new accounting guidance.


	September 30, 2024
	Current		30-89 DPD		90+ DPD		Non-Performing Loans		Total
	(In millions)
Commercial and industrial	$	101	$	—	$	—	$	46	$	147
Commercial real estate mortgage—owner-occupied	3		—		—		2		5

Total commercial	104		—		—		48		152
Commercial investor real estate mortgage	103		27		—		134		264

Total investor real estate	103		27		—		134		264
Residential first mortgage	106		20		11		5		142
Home equity lines	7		—		—		1		8
Home equity loans	8		1		—		1		10



Total consumer	121		21		11		7		160
	$	328	$	48	$	11	$	189	$	576


	September 30, 2023
	Current		30-89 DPD		90+ DPD		Non-Performing Loans		Total
	(In millions)
Commercial and industrial	$	258	$	2	$	5	$	186	$	451
Commercial real estate mortgage—owner-occupied	4		—		—		5		9
Commercial real estate construction—owner-occupied	—		—		—		2		2
Total commercial	262		2		5		193		462
Commercial investor real estate mortgage	40		48		—		63		151
Commercial investor real estate construction	2		—		—		—		2
Total investor real estate	42		48		—		63		153
Residential first mortgage	63		10		3		2		78
Home equity lines	3		—		—		—		3
Home equity loans	5		—		—		2		7



Total consumer	71		10		3		4		88
	$	375	$	60	$	8	$	260	$	703

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 September 30, 2024, subsequent defaults of the loans restructured as a modification to a troubled borrower during the three and nine months ended September 30, 2024 totaled $49 million and $183 million, respectively. These amounts were immaterial for the three and nine months ended September 30, 2023.

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 September 30				Nine Months Ended September 30
	2024		2023		2024		2023
	(In millions)
Carrying value, beginning of period	$	1,020	$	801	$	906	$	812
Additions	8		8		20		20
Purchases (1)	4		106		134		138
Increase (decrease) in fair value(2):
Due to change in valuation inputs or assumptions	(28)		45		4		41
Economic amortization associated with borrower repayments (3)	(33)		(28)		(93)		(79)
Carrying value, end of period	$	971	$	932	$	971	$	932

(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):


	September 30
	2024			2023
	(Dollars in millions)
Unpaid principal balance	$	68,361		$	61,452
Weighted-average CPR (%)	9.0		%	7.7		%
Estimated impact on fair value of a 10% increase	$	(46)		$	(59)
Estimated impact on fair value of a 20% increase	$	(87)		$	(100)
Option-adjusted spread (basis points)	496			483
Estimated impact on fair value of a 10% increase	$	(21)		$	(20)
Estimated impact on fair value of a 20% increase	$	(43)		$	(40)
Weighted-average coupon interest rate	3.8		%	3.7		%
Weighted-average remaining maturity (months)	298			303
Weighted-average servicing fee (basis points)	27.3			27.3

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 $53 million and $42 million for the three months ended September 30, 2024 and 2023, respectively and $143 million and $119 million for the nine months ended September 30, 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 $86 million and $87 million at September 30, 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 $108 million at September 30, 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 $6 million and $5 million for the three months ended September 30, 2024 and 2023, respectively and $19 million and $17 million for the nine months ended September 30, 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:


														September 30, 2024		December 31, 2023
	Issuance Date	Earliest Redemption Date	Dividend Rate (1)			Liquidation Amount		Liquidation preference per Share		Liquidation preference per Depositary Share		Ownership Interest per Depositary Share	Shares Issued and Outstanding	Carrying Amount		Carrying Amount
	(Dollars in millions, except for share and per share amounts)
Series B(2)	4/29/2014	9/15/2024	6.375	%		$	—	$	1,000	$	25	1/40th	—	$	—	$	433
Series C	4/30/2019	5/15/2029	5.700	%	(3)	500		1,000		25		1/40th	500,000	490		490
Series D	6/5/2020	9/15/2025	5.750	%	(4)	350		100,000		1,000		1/100th	3,500	346		346
Series E	5/4/2021	6/15/2026	4.450	%		400		1,000		25		1/40th	400,000	390		390
Series F	7/29/2024	9/15/2029	6.950	%	(5)	500		1,000		25		1/40th	500,000	489		—
						$	1,750						1,403,500	$	1,715	$	1,659

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

(2)The shares were fully redeemed on September 16, 2024.

(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 3.410% which includes a 0.262% spread adjustment for the transition to SOFR in accordance with ISDA protocols.

(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%.

(5)Dividends, if declared, will be paid quarterly at an annual rate equal to (i) for each period beginning prior to September 15, 2024, 6.950% and (ii) for each period beginning on or after September 15, 2029, the five-year Treasury rate as of the most recent reset dividend determination date plus 2.771%

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 C, Series D, Series E, and Series F preferred stock.

The Board of Directors declared cash dividends of $74 million on Series B, Series C, Series D, and Series E of preferred stock during both the first nine months of 2024 and 2023. The initial quarterly cash dividend for Series F preferred stock was declared in the third quarter of 2024 (representing a partial dividend period) for $4 million. Therefore, a total of $78 million in cash dividends on total preferred stock was declared in the first nine months of 2024.

During the third quarter of 2024, Regions issued $500 million in depositary shares each representing a 1/40th ownership interest in a share of the Company's Non-Cumulative Perpetual Preferred Stock, Series F, par value $1.00 per share ("Series F preferred stock"), with a liquidation preference of $1,000 per share of Series F preferred stock (equivalent to $25.00 per depositary share). The Company incurred $11 million of issuance costs associated with the transaction.

During the third quarter of 2024, the Company redeemed all 500,000 outstanding shares of Series B non-cumulative perpetual preferred stock and the corresponding depositary fractional shares at par for $500 million. Upon redemption, additional paid-in-capital was reduced by $52 million related to Series B preferred dividends that were recorded as a reduction of preferred stock, including related surplus, and net income available to common shareholders was reduced by $15 million related to issuance costs.

In the event Series C, Series D, Series E, or Series F preferred shares are redeemed in full at their respective liquidation amounts, $10 million, $4 million, $10 million, or $11 million in excess of the redemption amount over the carrying amount will be recognized, respectively. These excess amounts 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

The Company's SCB from the fourth quarter of 2023 through the third quarter of 2024 was 2.5 percent. On June 28, 2024, Regions announced that the Company received its results of the 2024 stress test from the FRB, reflecting that the Company exceeded all minimum capital levels. The Company's preliminary SCB will remain floored at 2.5 percent from the fourth quarter of 2024 through the third quarter of 2025.

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 September 30, 2024, Regions had repurchased approximately 31 million shares of common stock at a total cost of $557 million under this plan. All of these shares were immediately retired upon repurchase and therefore were not included in treasury stock.

In the third quarter of 2024, the Board declared a cash dividend of $0.25 per share, a $0.01 increase to the quarterly

common stock dividend. The cash dividends declared for the first and second quarters of 2024 were $0.24 per common share. Therefore, Regions declared total dividends of $0.73 per common share for the first nine months of 2024 as compared to $0.64 per common share first nine months of 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 and nine months ended September 30, 2024 and 2023 :



	Three Months Ended September 30, 2024
	Pre-tax AOCI Activity		Tax Effect (1)		Net AOCI Activity
	(In millions)
Total accumulated other comprehensive income (loss), beginning of period	$	(4,379)	$	1,114	$	(3,265)

Unrealized losses on securities transferred to held to maturity:
Beginning balance	$	(8)	$	1	$	(7)
Unrealized gains (losses) on securities transferred from available for sale during the period	(436)		111		(325)
Reclassification adjustments for amortization on unrealized losses on securities transferred to held for maturity (2)	1		—		1
Change in AOCI from securities held to maturity activity in the period	(435)		111		(324)
Ending balance	$	(443)	$	112	$	(331)
Unrealized gains (losses) on securities available for sale:
Beginning balance	$	(3,074)	$	783	$	(2,291)
Unrealized (gains) losses on securities transferred to held to maturity during the period	436		(111)		325
Unrealized gains (losses) arising during the period	1,168		(298)		870
Reclassification adjustments for securities (gains) losses realized in net income (3)	78		(20)		58
Change in AOCI from securities available for sale activity in the period	1,682		(429)		1,253
Ending balance	$	(1,392)	$	354	$	(1,038)
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
Beginning balance	$	(703)	$	179	$	(524)
Unrealized gains (losses) on derivatives arising during the period	475		(121)		354
Reclassification adjustments for (gains) losses realized in net income (2)	110		(28)		82
Change in AOCI from derivative activity in the period	585		(149)		436
Ending balance	$	(118)	$	30	$	(88)
Defined benefit pension plans and other post employment benefit plans:
Beginning balance	$	(594)	$	151	$	(443)

Reclassification adjustments for amortization of actuarial (gains) losses and settlements realized in net income (4)	7		(1)		6

Ending balance	$	(587)	$	150	$	(437)

Total other comprehensive income (loss)	1,839		(468)		1,371
Total accumulated other comprehensive income (loss), end of period	$	(2,540)	$	646	$	(1,894)



	Three Months Ended September 30, 2023
	Pre-tax AOCI Activity		Tax Effect (1)		Net AOCI Activity
	(In millions)
Total accumulated other comprehensive income (loss), beginning of period	$	(4,613)	$	1,173	$	(3,440)

Unrealized losses on securities transferred to held to maturity:
Beginning balance	$	(10)	$	2	$	(8)
Reclassification adjustments for amortization on unrealized losses (2)	—		—		—
Ending balance	$	(10)	$	2	$	(8)
Unrealized gains (losses) on securities available for sale:
Beginning balance	$	(3,328)	$	846	$	(2,482)
Unrealized gains (losses) arising during the period	(798)		203		(595)
Reclassification adjustments for securities (gains) losses realized in net income (3)	1		—		1
Change in AOCI from securities available for sale activity in the period	(797)		203		(594)
Ending balance	$	(4,125)	$	1,049	$	(3,076)
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
Beginning balance	$	(719)	$	183	$	(536)
Unrealized gains (losses) on derivatives arising during the period	(367)		93		(274)
Reclassification adjustments for (gains) losses realized in net income (2)	82		(21)		61
Change in AOCI from derivative activity in the period	(285)		72		(213)
Ending balance	$	(1,004)	$	255	$	(749)
Defined benefit pension plans and other post employment benefit plans:
Beginning balance	$	(556)	$	142	$	(414)

Reclassification adjustments for amortization of actuarial (gains) losses and settlements realized in net income (4)	14		(3)		11

Ending balance	$	(542)	$	139	$	(403)

Total other comprehensive income (loss)	(1,068)		272		(796)
Total accumulated other comprehensive income (loss), end of period	$	(5,681)	$	1,445	$	(4,236)


	Nine Months Ended September 30, 2024
	Pre-tax AOCI Activity		Tax 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)
Unrealized gains (losses) on securities transferred from available for sale during the period	(436)		111		(325)
Reclassification adjustments for amortization on unrealized losses on securities transferred to held for maturity (2)	2		—		2
Change in AOCI from securities held to maturity activity in the period	(434)		111		(323)
Ending balance	$	(443)	$	112	$	(331)
Unrealized gains (losses) on securities available for sale:
Beginning balance	$	(2,759)	$	703	$	(2,056)
Unrealized (gains) losses on securities transferred to held to maturity during the period	436		(111)		325
Unrealized gains (losses) arising during the period	753		(193)		560
Reclassification adjustments for securities (gains) losses realized in net income (3)	178		(45)		133
Change in AOCI from securities available for sale activity in the period	1,367		(349)		1,018
Ending balance	$	(1,392)	$	354	$	(1,038)
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	(62)		16		(46)
Reclassification adjustments for (gains) losses realized in net income (2)	343		(88)		255
Change in AOCI from derivative activity in the period	281		(72)		209
Ending balance	$	(118)	$	30	$	(88)
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)	19		(5)		14

Ending balance	$	(587)	$	150	$	(437)

Total other comprehensive income (loss)	1,233		(315)		918
Total accumulated other comprehensive income (loss), end of period	$	(2,540)	$	646	$	(1,894)


	Nine Months Ended September 30, 2023
	Pre-tax AOCI Activity		Tax 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)	1		—		1
Ending balance	$	(10)	$	2	$	(8)
Unrealized gains (losses) on securities available for sale:
Beginning balance	$	(3,433)	$	872	$	(2,561)
Unrealized gains (losses) arising during the period	(695)		177		(518)
Reclassification adjustments for securities (gains) losses realized in net income (3)	3		—		3
Change in AOCI from securities available for sale activity in the period	(692)		177		(515)
Ending balance	$	(4,125)	$	1,049	$	(3,076)
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
Beginning balance	$	(468)	$	119	$	(349)
Unrealized gains (losses) on derivatives arising during the period	(665)		169		(496)
Reclassification adjustments for (gains) losses realized in net income (2)	129		(33)		96
Change in AOCI from derivative activity in the period	(536)		136		(400)
Ending balance	$	(1,004)	$	255	$	(749)
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)	27		(6)		21

Ending balance	$	(542)	$	139	$	(403)

Total other comprehensive income (loss)	(1,200)		307		(893)
Total accumulated other comprehensive income (loss), end of period	$	(5,681)	$	1,445	$	(4,236)

(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 September 30				Nine Months Ended September 30
	2024		2023		2024		2023
	(In millions, except per share data)
Numerator:
Net income	$	490	$	490	$	1,359	$	1,683
Preferred stock dividends and other(1)	(44)		(25)		(93)		(74)


Net income available to common shareholders	$	446	$	465	$	1,266	$	1,609
Denominator:
Weighted-average common shares outstanding—basic	$	914	$	939	$	917	$	938
Potential common shares	4		1		2		2
Weighted-average common shares outstanding—diluted	$	918	$	940	$	919	$	940






Earnings per common share:
Basic	$	0.49	$	0.49	$	1.38	$	1.72
Diluted	0.49		0.49		$	1.38	$	1.71

(1) Preferred stock dividends and other for the three and nine months ended September 30, 2024 included $15 million of issuance costs associated with the redemption of Series B preferred shares in the third quarter of 2024. See Note 6 for additional information.

The effects from the assumed exercise of 4 million and 5 million in restricted stock units and awards and performance stock units for the three and nine months ended September 30, 2024, 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.

The effects from the assumed exercise of 7 million and 6 million in restricted stock units and awards and performance stock units for the three and nine months ended September 30, 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 included the following components:


	Three Months Ended September 30
	Qualified Plans				Non-qualified Plans					Total
	2024		2023			2024		2023			2024		2023
	(In millions)
Service cost	$	6	$	6		$	—	$	—		$	6	$	6
Interest cost	21		22			2		2			23		24
Expected return on plan assets	(31)		(30)			—		—			(31)		(30)
Amortization of actuarial loss	7		5			—		2			7		7

Settlement charge	—		—			—		7			—		7
Net periodic pension cost	$	3	$	3		$	2	$	11		$	5	$	14



	Nine Months Ended September 30
	Qualified Plans				Non-qualified Plans					Total
	2024		2023			2024		2023			2024		2023
	(In millions)
Service cost	$	16	$	17		$	1	$	1		$	17	$	18
Interest cost	62		64			4		5			66		69
Expected return on plan assets	(93)		(90)			—		—			(93)		(90)
Amortization of actuarial loss	18		17			1		3			19		20

Settlement charge	—		—			—		7			—		7
Net periodic pension cost	$	3	$	8		$	6	$	16		$	9	$	24

The service cost component of net periodic pension 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.

The 2023 settlement charge related to the settlement of liabilities under the SERP for certain plan participants.

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 to qualified plans during the nine months ended September 30, 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 nine months ended September 30, 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.


	September 30, 2024						December 31, 2023
	Notional Amount(1)		Estimated Fair Value				Notional Amount		Estimated Fair Value
	Gain(1)		Loss(1)		Gain(1)		Loss(1)
	(In millions)
Derivatives in fair value hedging relationships:
Interest rate swaps	$	4,934	$	4	$	85	$	2,975	$	1	$	121

Derivatives in cash flow hedging relationships:
Interest rate swaps	32,300		101		307		29,550		43		580
Interest rate options	2,000		12		6		2,000		21		13
Total derivatives in cash flow hedging relationships	34,300		113		313		31,550		64		593
Total derivatives designated as hedging instruments	$	39,234	$	117	$	398	$	34,525	$	65	$	714
Derivatives not designated as hedging instruments:
Interest rate swaps	$	99,981	$	1,330	$	1,258	$	99,892	$	1,769	$	1,718
Interest rate options	12,151		40		27		13,497		66		57
Interest rate futures and forward commitments	1,376		7		2		655		7		12
Other contracts	12,497		146		123		12,007		198		190
Total derivatives not designated as hedging instruments	$	126,006	$	1,523	$	1,410	$	126,051	$	2,040	$	1,977
Total derivatives	$	165,240	$	1,640	$	1,808	$	160,576	$	2,105	$	2,691

Total gross derivative instruments, before netting			$	1,640	$	1,808			$	2,105	$	2,691
Less: Netting adjustments (2)			1,434		1,124				2,029		1,560
Total gross derivative instruments, after netting			$	206	$	684			$	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 $120 million and $243 million for derivative assets at September 30, 2024 and December 31, 2023, respectively. Cash collateral totaled $67 million and $43 million for derivative liabilities at September 30, 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 September 30, 2024, Regions was hedging its exposure to the variability in future cash flows into 2031.

As of September 30, 2024, cash flow hedges were held at a pre-tax net loss of $118 million, which includes pre-tax net gains of $43 million related to terminated cash flow floors and swaps. Regions expects to reclassify into earnings approximately $138 million in pre-tax losses 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 $39 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 September 30, 2024
	Interest Income		Interest Income		Interest Expense		Interest Expense
	Debt securities		Loans, including fees		Long-term borrowings		Deposits
	(In millions)
Total income (expense) presented in the consolidated statements of income	$	241	$	1,463	$	(85)	$	(507)

Gains/(losses) on fair value hedging relationships:
Interest rate contracts:
Amounts related to interest settlements on derivatives	$	2	$	—	$	(18)	$	—
Recognized on derivatives	(8)		—		39		1
Recognized on hedged items	9		—		(39)		(1)
Income (expense) recognized on fair value hedges	$	3	$	—	$	(18)	$	—

Gains/(losses) on cash flow hedging relationships: (1)
Interest rate contracts:
Realized gains (losses) reclassified from AOCI into net income (2)	$	—	$	(110)	$	—	$	—
Income (expense) recognized on cash flow hedges	$	—	$	(110)	$	—	$	—



	Three Months Ended September 30, 2023
	Interest Income		Interest Income		Interest Expense
	Debt securities		Loans, including fees		Long-term borrowings
	(In millions)
Total income (expense) presented in the consolidated statements of income	$	185	$	1,462	$	(69)

Gains/(losses) on fair value hedging relationships:
Interest rate contracts:
Amounts related to interest settlements on derivatives	$	—	$	—	$	(18)
Recognized on derivatives	—		—		(3)
Recognized on hedged items	—		—		3
Income (expense) recognized on fair value hedges	$	—	$	—	$	(18)

Gains/(losses) on cash flow hedging relationships: (1)
Interest rate contracts:
Realized gains (losses) reclassified from AOCI into net income (2)	$	—	$	(82)	$	—
Income (expense) recognized on cash flow hedges	$	—	$	(82)	$	—



	Nine Months Ended September 30, 2024
	Interest Income		Interest Income		Interest Expense		Interest Expense
	Debt securities		Loans, including fees		Long-term borrowings		Deposits
	(In millions)
Total income (expense) presented in the consolidated statements of income	$	669	$	4,316	$	(190)	$	(1,504)

Gains/(losses) on fair value hedging relationships:
Interest rate contracts:
Amounts related to interest settlements on derivatives	$	7	$	—	$	(52)	(1)
Recognized on derivatives	(2)		—		45		—
Recognized on hedged items	2		—		(45)		—
Income (expense) recognized on fair value hedges	$	7	$	—	$	(52)	$	(1)

Gains/(losses) on cash flow hedging relationships: (1)
Interest rate contracts:
Realized gains (losses) reclassified from AOCI into net income (2)	$	—	$	(343)	$	—	$	—
Income (expense) recognized on cash flow hedges	$	—	$	(343)	$	—	$	—



	Nine Months Ended September 30, 2023
	Interest Income				Interest Expense
	Debt securities		Loans, including fees		Long-term borrowings
	(In millions)
Total income (expense) presented in the consolidated statements of income	$	557	$	4,276	$	(165)

Gains/(losses) on fair value hedging relationships:
Interest rate contracts:
Amounts related to interest settlements on derivatives	$	—	$	—	$	(47)
Recognized on derivatives	—		—		6
Recognized on hedged items	—		—		(6)
Income (expense) recognized on fair value hedges	$	—	$	—	$	(47)

Gains/(losses) on cash flow hedging relationships: (1)
Interest rate contracts:
Realized gains (losses) reclassified from AOCI into net income (2)	$	—	$	(129)	$	—
Income (expense) recognized on cash flow hedges	$	—	$	(129)	$	—

(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.


	September 30, 2024				December 31, 2023
	Hedged Items Currently Designated					Hedged Items Currently Designated
	Carrying Amount of Assets/(Liabilities)		Hedge Accounting Basis Adjustment				Carrying Amount of Assets/(Liabilities)		Hedge Accounting Basis Adjustment
	(In millions)				(In millions)
Debt securities available for sale(1)(2)	$	1,754	$	7			$	1,653	$	5
Long-term borrowings	(3,081)		68				(1,286)		112
Time deposits	(10)		—				(252)		—

(1) At 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 September 30, 2024 and December 31, 2023, Regions had $173 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 September 30, 2024 and December 31, 2023, Regions had $358 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 September 30, 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 September 30				Nine Months Ended September 30
Derivatives Not Designated as Hedging Instruments	2024		2023		2024		2023
					(In millions)
Capital markets income:
Interest rate swaps	$	3	$	16	$	18	$	(8)
Interest rate options	15		14		38		35
Interest rate futures and forward commitments	4		2		18		10
Other contracts	12		4		17		10
Total capital markets income	34		36		91		47
Mortgage income:
Interest rate swaps	26		(38)		3		(38)
Interest rate options	(1)		(1)		(2)		—
Interest rate futures and forward commitments	3		(4)		11		(4)
Total mortgage income	28		(43)		12		(42)
	$	62	$	(7)	$	103	$	5

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 2030. 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 September 30, 2024 was approximately $334 million. This scenario occurs if variable interest rates were at zero percent and all counterparties defaulted with zero recovery. The fair value of sold protection at September 30, 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 September 30, 2024 and December 31, 2023, were $45 million and $29 million, respectively, for which Regions had posted collateral of $43 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:


	September 30, 2024								December 31, 2023
	Level 1		Level 2		Level 3 (1)		Total Estimated Fair Value		Level 1		Level 2		Level 3 (1)		Total Estimated Fair Value
	(In millions)
Recurring fair value measurements
Debt securities available for sale:
U.S. Treasury securities	$	2,046	$	—	$	—	$	2,046	$	1,223	$	—	$	—	$	1,223
Federal agency securities	—		457		—		457		—		1,043		—		1,043
Obligations of states and political subdivisions	—		2		—		2		—		2		—		2
Mortgage-backed securities:
Residential agency	—		20,459		—		20,459		—		17,372		—		17,372

Commercial agency	—		4,922		—		4,922		—		7,307		—		7,307
Commercial non-agency	—		85		—		85		—		83		—		83
Corporate and other debt securities	—		724		3		727		—		1,073		1		1,074
Total debt securities available for sale	$	2,046	$	26,649	$	3	$	28,698	$	1,223	$	26,880	$	1	$	28,104
Loans held for sale	$	—	$	255	$	—	$	255	$	—	$	201	$	—	$	201
Marketable equity securities in other earning assets	$	804	$	—	$	—	$	804	$	813	$	—	$	—	$	813
Residential mortgage servicing rights	$	—	$	—	$	971	$	971	$	—	$	—	$	906	$	906
Derivative assets (2):
Interest rate swaps	$	—	$	1,435	$	—	$	1,435	$	—	$	1,813	$	—	$	1,813
Interest rate options	—		41		11		52		—		83		4		87
Interest rate futures and forward commitments	—		7		—		7		—		7		—		7
Other contracts	12		134		—		146		—		198		—		198
Total derivative assets	$	12	$	1,617	$	11	$	1,640	$	—	$	2,101	$	4	$	2,105

Derivative liabilities (2):
Interest rate swaps	$	—	$	1,650	$	—	$	1,650	$	—	$	2,419	$	—	$	2,419
Interest rate options	—		33		—		33		—		70		—		70
Interest rate futures and forward commitments	—		2		—		2		—		12		—		12
Other contracts	—		123		—		123		—		189		1		190
Total derivative liabilities	$	—	$	1,808	$	—	$	1,808	$	—	$	2,690	$	1	$	2,691

(1)All following disclosures related to Level 3 recurring assets do not include those deemed to be immaterial.

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

Assets and liabilities in all levels could result in volatile and material price fluctuations. Realized and unrealized gains and losses on Level 3 assets represent only a portion of the risk to market fluctuations in Regions’ consolidated balance sheets. See Note 5 for a reconciliation of beginning and ending balances of residential MSRs for the three and nine months ended September 30, 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 September 30, 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 September 30, 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.


	September 30, 2024
	Level 3 Estimated Fair Value	Valuation Technique	Unobservable Input(s)	Quantitative Range of Unobservable Inputs and (Weighted-Average)
	(Dollars in millions)
Recurring fair value measurements:
Residential mortgage servicing rights (1)	$971	Discounted cash flow	Weighted-average CPR (%)	4.5% - 35.4% (9.0%)
			OAS (%)	4.7% - 7.7% (5.0%)

(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 Value	Valuation Technique	Unobservable Input(s)	Quantitative Range of Unobservable Inputs and (Weighted-Average)
	(Dollars in millions)
Recurring fair value measurements:
Residential mortgage servicing rights (1)	$906	Discounted cash flow	Weighted-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 September 30, 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 September 30, 2024, the aggregate fair value of these loans totaled $248 million compared to aggregate unpaid principal of $243 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. 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 and nine months ended September 30, 2024 and 2023, were immaterial. 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 September 30, 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 September 30, 2024 are as follows:


	September 30, 2024
	Carrying Amount		Estimated Fair Value(1)		Level 1		Level 2		Level 3
	(In millions)
Financial assets:
Cash and cash equivalents	$	10,521	$	10,521	$	10,521	$	—	$	—
Debt securities held to maturity	2,787		2,759		—		2,759		—
Debt securities available for sale	28,698		28,698		2,046		26,649		3
Loans held for sale	522		522		—		509		13
Loans (excluding leases), net of unearned income and allowance for loan losses(2)(3)	93,359		90,562		—		—		90,562
Other earning assets	1,625		1,625		804		821		—
Derivative assets	1,640		1,640		12		1,617		11

Financial liabilities:
Derivative liabilities	1,808		1,808		—		1,808		—
Deposits with no stated maturity(4)	110,692		110,692		—		110,692		—
Time deposits(4)	15,684		15,673		—		15,673		—
Short-term borrowings	1,500		1,500		—		1,500		—
Long-term borrowings	6,016		6,147		—		6,146		1
Loan commitments and letters of credit	154		154		—		—		154

(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 September 30, 2024 was $2.8 billion or 3.0 percent.

(3)Excluded from this table is the sales-type, direct financing, and leveraged lease carrying amount of $1.8 billion at September 30, 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 Amount		Estimated Fair Value(1)		Level 1		Level 2		Level 3
	(In millions)
Financial assets:
Cash and cash equivalents	$	6,801	$	6,801	$	6,801	$	—	$	—
Debt securities held to maturity	754		716		—		716		—
Debt securities available for sale	28,104		28,104		1,223		26,880		1
Loans held for sale	400		400		—		397		3
Loans (excluding leases), net of unearned income and allowance for loan losses(2)(3)	95,141		91,352		—		—		91,352
Other earning assets	1,417		1,417		813		604		—
Derivative assets	2,105		2,105		—		2,101		4
Financial liabilities:
Derivative liabilities	2,691		2,691		—		2,690		1
Deposits with no stated maturity(4)	112,816		112,816		—		112,816		—
Time deposits(4)	14,972		14,905		—		14,905		—

Long-term borrowings	2,330		2,319		—		2,318		1
Loan commitments and letters of credit	156		156		—		—		156

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

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 September 30, 2024
	Corporate Bank		Consumer Bank		Wealth Management		Other		Consolidated
	(In millions)
Net interest income	$	459	$	718	$	41	$	—	$	1,218
Provision for (benefit from) credit losses	91		67		2		(47)		113
Non-interest income (loss)	240		264		130		(62)		572
Non-interest expense	319		603		114		33		1,069
Income (loss) before income taxes	289		312		55		(48)		608
Income tax expense (benefit)	73		78		13		(46)		118
Net income (loss)	$	216	$	234	$	42	$	(2)	$	490
Average assets	$	69,364	$	37,882	$	2,088	$	45,333	$	154,667



	Three Months Ended September 30, 2023
	Corporate Bank		Consumer Bank		Wealth Management		Other		Consolidated
	(In millions)
Net interest income	$	488	$	760	$	43	$	—	$	1,291
Provision for (benefit from) credit losses	87		70		2		(14)		145
Non-interest income	181		256		113		16		566
Non-interest expense	303		672		105		13		1,093
Income before income taxes	279		274		49		17		619
Income tax expense (benefit)	70		69		12		(22)		129
Net income	$	209	$	205	$	37	$	39	$	490
Average assets	$	70,032	$	38,108	$	2,018	$	43,326	$	153,484


	Nine Months Ended September 30, 2024
	Corporate Bank		Consumer Bank		Wealth Management		Other		Consolidated

	(In millions)
Net interest income	$	1,359	$	2,107	$	122	$	—	$	3,588
Provision for (benefit from) credit losses	272		202		6		(113)		367
Non-interest income (loss)	657		780		374		(131)		1,680
Non-interest expense	950		1,800		333		121		3,204
Income (loss) before income taxes	794		885		157		(139)		1,697
Income tax expense (benefit)	199		221		40		(122)		338
Net income (loss)	$	595	$	664	$	117	$	(17)	$	1,359
Average assets	$	69,081	$	37,974	$	2,059	$	43,884	$	152,998


	Nine Months Ended September 30, 2023
	Corporate Bank		Consumer Bank		Wealth Management		Other		Consolidated

	(In millions)
Net interest income	$	1,531	$	2,410	$	148	$	—	$	4,089
Provision for (benefit from) credit losses	252		208		6		(68)		398
Non-interest income	525		783		339		29		1,676
Non-interest expense	932		1,946		320		33		3,231
Income before income taxes	872		1,039		161		64		2,136
Income tax expense (benefit)	218		260		40		(65)		453
Net income	$	654	$	779	$	121	$	129	$	1,683
Average assets	$	69,773	$	37,625	$	2,053	$	43,997	$	153,448

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:


	September 30, 2024		December 31, 2023
	(In millions)
Unused commitments to extend credit	$	64,642	$	63,631
Standby letters of credit	2,094		1,997
Commercial letters of credit	62		78
Liabilities associated with standby letters of credit	33		32
Assets associated with standby letters of credit	34		34
Reserve for unfunded credit commitments	121		124

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 September 30, 2024 and December 31, 2023, the Company's DUS servicing portfolio totaled approximately $6.7 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 September 30, 2024 and December 31, 2023, these serviced loans totaled approximately $634 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 September 30, 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 September 30, 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.


Standard	Description	Required Date of Adoption	Effect 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 Method	This 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, 2024	Regions 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 Disclosures	The 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, 2024 for the annual reporting period ending December 31, 2024 and for the interim reporting periods beginning in 2025.	Regions adopted this guidance as of January 1, 2024 with likely 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, 2025	The 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 Initiative	This 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 Disclosures	The 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, 2025	The 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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