

	2019		2018
	(In millions)
Regions Financial Corporation (Parent):
3.20% senior notes due February 2021	$	358	$	1,101
2.75% senior notes due August 2022	997		996
3.80% senior notes due August 2023	996		497
7.75% subordinated notes due September 2024	100		100
6.75% subordinated debentures due November 2025	156		157
7.375% subordinated notes due December 2037	298		298
Valuation adjustments on hedged long-term debt	45		(47		)
	2,950		3,102
Regions Bank:
FHLB advances	2,501		6,902
2.75% senior notes due April 2021	549		548
3 month LIBOR plus 0.38% of floating rate senior notes due April 2021	350		349
3.374% senior notes converting to 3 month LIBOR plus 0.50%, callable August 2020, due August 2021	499		499
3 month LIBOR plus 0.50% of floating rate senior notes, callable August 2020, due August 2021	499		499
6.45% subordinated notes due June 2037	495		495
Other long-term debt	32		33
Valuation adjustments on hedged long-term debt	4		(3		)
	4,929		9,322
Total consolidated	$	7,879	$	12,424

As of December 31, 2019, Regions had three issuances and Regions Bank had one issuance of subordinated notes totaling $554 million and $495 million, respectively, with stated interest rates ranging from 6.45% to 7.75%. All issuances of these notes are, by definition, subordinated and subject in right of payment of both principal and interest to the prior payment in full of all senior indebtedness of the Company, which is generally defined as all indebtedness and other obligations of the Company to its creditors, except subordinated indebtedness. Payment of the principal of the notes may be accelerated only in the case of certain events involving bankruptcy, insolvency proceedings or reorganization of the Company. The subordinated notes described above qualify as Tier 2 capital under Federal Reserve guidelines, subject to diminishing credit as the respective maturity dates approach and subject to certain transition provisions. None of the subordinated notes are redeemable prior to maturity, unless there is an occurrence of a qualifying capital event.

During 2019, Regions issued $500 million of senior notes through a reopening of the Company's 3.80% senior notes due August 2023 and simultaneously entered into an interest rate swap, effectively converting the notes to floating rate notes at 1 month LIBOR. On December 6, 2019, Regions received tenders for an aggregate principal amount of approximately $740 million of its outstanding 3.20% senior notes due 2021, pursuant to the terms and conditions of the tender offer made for any and all of these outstanding senior notes. The pre-tax loss on early extinguishment related to the execution of this offer amounted to $16 million.

FHLB advances at December 31, 2019, 2018 and 2017 had a weighted-average interest rate of 1.9 percent, 2.6 percent, and 1.4 percent, respectively, with remaining maturities as of December 31, 2019 ranging from less than one year to eight years and a weighted-average of 0.7 years. FHLB borrowing capacity is contingent upon the amount of collateral pledged to the FHLB. Regions has pledged certain loans as collateral for the FHLB advances outstanding. See Note 5 for loans pledged to the FHLB at December 31, 2019 and 2018. Additionally, membership in the FHLB requires an institution to hold FHLB stock. See Note 8 for the amount of FHLB stock held at December 31, 2019 and 2018. Regions’ total borrowing capacity with the FHLB (including outstanding advances) as of December 31, 2019, based on assets available for collateral at that date, was approximately $17.5 billion.

Regions uses derivative instruments, primarily interest rate swaps, to manage interest rate risk by converting a portion of its fixed-rate debt to a variable-rate. The effective rate adjustments related to these hedges are included in interest expense on long-term borrowings. The weighted-average interest rate on total long-term debt, including the effect of derivative instruments, was 3.4 percent, 3.2 percent, and 3.0 percent for the years ended December 31, 2019, 2018 and 2017, respectively. Further discussion of derivative instruments is included in Note 21.



	Year Ended December 31
	Regions Financial Corporation (Parent)		Regions Bank
	(In millions)
2020	$	—	$	1,778
2021	358		2,653
2022	1,003		—
2023	1,035		—
2024	100		—
Thereafter	454		498
	$	2,950	$	4,929

On February 22, 2019, Regions filed a shelf registration statement with the SEC. This shelf registration does not have a capacity limit and can be utilized by Regions to issue various debt and/or equity securities. The registration statement will expire in February 2022.

Regions Bank may issue bank notes from time to time, either as part of a bank note program or as stand-alone issuances. Notes issued by Regions Bank may be senior or subordinated notes. Notes issued by Regions Bank are not deposits and are not insured or guaranteed by the FDIC.

Regions may, from time to time, consider opportunistically retiring outstanding issued securities, including subordinated debt in privately negotiated or open market transactions. Regulatory approval would be required for retirement of some securities.