v3.22.4
Stockholders' Equity and Accumulated Other Comprehensive Income (Loss)
 12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
Stockholders' Equity and Accumulated Other Comprehensive Income (Loss)
NOTE 14. SHAREHOLDERS' EQUITY AND ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
PREFERRED STOCK
The following table presents a summary of the non-cumulative perpetual preferred stock as of December 31:
20222021
Issuance DateEarliest Redemption Date
Dividend Rate (1)
Liquidation AmountLiquidation preference per ShareLiquidation preference per Depositary ShareOwnership Interest per Depositary ShareShares Issued and OutstandingCarrying AmountCarrying Amount
(Dollars in millions, except for share and per share amounts)
Series B4/29/20149/15/20246.375 %
(2)
$500 $1,000 $25 1/40th500,000$433 $433 
Series C4/30/20195/15/20295.700 %
(3)
500 1,000 25 1/40th500,000490 490 
Series D6/5/20209/15/20255.750 %
(4)
350 100,000 1,000 1/100th3,500346 346 
Series E5/4/20216/15/20264.450 %400 1,000 25 1/40th400,000390 390 
$1,750 1,403,500 $1,659 $1,659 
_________
(1)Dividends on all series of preferred stock, if declared, accrue and are payable quarterly in arrears.
(2)Dividends, if declared, will be paid quarterly at an annual rate equal to (i) for each period beginning prior to September 15, 2024, 6.375%, and (ii) for each period beginning on or after September 15, 2024, three-month LIBOR plus 3.536%.
(3)Dividends, if declared, will be paid quarterly at an annual rate equal to (i) for each period beginning prior to August 15, 2029, 5.700%, and (ii) for each period beginning on or after August 15, 2029, three-month LIBOR plus 3.148%.
(4)Dividends, if declared, will be paid quarterly at an annual rate equal to (i) for each period beginning prior to September 15, 2025, 5.750%, and (ii) for each period beginning on or after September 15, 2025, the five-year treasury rate as of the most recent reset dividend determination date plus 5.426%.
All series of preferred stock have no stated maturity and redemption is solely at Regions' option, subject to regulatory approval, in whole, or in part, after the earliest redemption date or in whole, but not in part, at any time following a regulatory capital treatment event for the Series B, Series C, Series D, and Series E preferred stock.
The Board of Directors declared a total of $81 million in cash dividends on Series B, and Series C and Series D Preferred Stock during both 2022 and 2021. The Board declared $18 million and $11 million in cash dividends on Series E preferred stock during 2022 and 2021, respectively; the initial quarterly dividend for Series E was declared in the third quarter of 2021. Additionally, total cash dividends for 2021 includes $16 million in cash dividends on Series A preferred stock, which were fully redeemed during the second quarter of 2021. In total the Board of Directors declared $99 million and $108 million in cash dividends on preferred stock in 2022 and 2021, respectively.
In the event Series B, Series C, Series D or Series E preferred shares are redeemed at the liquidation amounts, $67 million, $10 million, $4 million, or $10 million in excess of the redemption amount over the carrying amount will be recognized, respectively. Approximately $52 million of Series B preferred dividends that were recorded as a reduction of preferred stock, including related surplus, will be recorded as a reduction to common shareholders' equity. The remaining amounts listed represent issuance costs that were recorded as reductions to preferred stock, including related surplus, and will be recorded as reductions to net income available to common shareholders.
COMMON STOCK
As a result of Regions' voluntary participation in 2021 CCAR, effective October 1, 2021, Regions' SCB requirement for the fourth quarter of 2021 through the third quarter of 2022 was floored at 2.5 percent. Regions' 2022 stress testing results from the FRB reflected that the Company exceeded all minimum capital levels and the SCB will continue to be floored at 2.5 percent for the fourth quarter of 2022 through the third quarter of 2023.
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 December 31, 2022, Regions had repurchased approximately 725 thousand shares of common stock at a total cost of $15 million under this plan. All of these shares were immediately retired upon repurchase and therefore were not included in treasury stock.
Prior to the new common stock repurchase plan, the Board authorized the repurchase of up to $2.5 billion of the Company's common stock, permitting purchases from the second quarter of 2021 through the first quarter of 2022. During the year ended December 31, 2021, Regions repurchased approximately 20.8 million shares of common stock under this plan which reduced shareholder's equity by $467 million. Included in these share repurchases were approximately 1.0 million shares that were repurchased as part of the amendment to the Company’s deferred investment plan for its directors. During the three months ended March 31, 2022, Regions repurchased an additional 9.1 million shares at a total cost of $215 million under this plan and concluded the plan in the first quarter of 2022.
Regions declared $0.74 per share in cash dividends for 2022, $0.65 for 2021, and $0.62 for 2020.
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 years ended December 31: 
 2022
 Pre-tax AOCI Activity
Tax Effect (1)
Net AOCI Activity
 (In millions)
Total accumulated other comprehensive income (loss), beginning of period$387 $(98)$289 
Unrealized losses on securities transferred to held to maturity:
Beginning balance$(14)$3 $(11)
Reclassification adjustments for amortization on unrealized losses (2)
3 (1)2 
Ending balance$(11)$2 $(9)
Unrealized gains (losses) on securities available for sale:
Beginning balance$218 $(55)$163 
Unrealized gains (losses) arising during the period(3,652)927 (2,725)
Reclassification adjustments for securities (gains) losses realized in net income (3)
1 — 1 
Change in AOCI from securities available for sale activity in the period(3,651)927 (2,724)
Ending balance$(3,433)$872 $(2,561)
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
Beginning balance$830 $(209)$621 
Unrealized gains (losses) on derivatives arising during the period(1,158)292 (866)
Reclassification adjustments for (gains) losses realized in net income (2)
(140)36 (104)
Change in AOCI from derivative activity in the period(1,298)328 (970)
Ending balance$(468)$119 $(349)
Defined benefit pension plans and other post employment benefit plans:
Beginning balance$(647)$163 $(484)
Net actuarial gains (losses) arising during the period40 (7)33 
Reclassification adjustments for amortization of actuarial (gains) losses and settlements realized in net income (4)
38 (11)27 
Change in AOCI from defined benefit pension plans and other post employment benefits activity in the period78 (18)60 
Ending balance$(569)$145 $(424)
Total other comprehensive income (loss)(4,868)1,236 (3,632)
Total accumulated other comprehensive income (loss), end of period$(4,481)$1,138 $(3,343)
2021
Pre-tax AOCI Activity
Tax Effect (1)
Net AOCI Activity
(In millions)
Total accumulated other comprehensive income (loss), beginning of period$1,759 $(444)$1,315 
Unrealized losses on securities transferred to held to maturity:
Beginning balance$(21)$5 $(16)
Reclassification adjustments for amortization on unrealized (gains) losses (2)
7 (2)5 
Ending balance$(14)$3 $(11)
Unrealized gains (losses) on securities available for sale:
Beginning balance$1,062 $(268)$794 
Unrealized gains (losses) arising during the period(841)212 (629)
Reclassification adjustments for securities (gains) losses realized in net income (3)
(3)1 (2)
Change in AOCI from securities available for sale activity in the period(844)213 (631)
Ending balance$218 $(55)$163 
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
Beginning balance$1,610 $(406)$1,204 
Unrealized gains (losses) on derivatives arising during the period(354)89 (265)
Reclassification adjustments for (gains) losses realized in net income (2)
(426)108 (318)
Change in AOCI from derivative activity in the period(780)197 (583)
Ending balance$830 $(209)$621 
Defined benefit pension plans and other post employment benefit plans:
Beginning balance$(892)$225 $(667)
Net actuarial gains (losses) arising during the period180 (46)134 
Reclassification adjustments for amortization of actuarial (gains) losses and settlements realized in net income (4)
65 (16)49 
Change in AOCI from defined benefit pension plans and other post employment benefits activity in the period245 (62)183 
Ending balance$(647)$163 $(484)
Total other comprehensive income (loss)(1,372)346 (1,026)
Total accumulated other comprehensive income (loss), end of period$387 $(98)$289 
 2020
Pre-tax AOCI Activity
Tax Effect (1)
Net AOCI Activity
(In millions)
Total accumulated other comprehensive income (loss), beginning of period$(120)$30 $(90)
Unrealized losses on securities transferred to held to maturity:
Beginning balance$(29)$7 $(22)
Reclassification adjustments for amortization on unrealized (gains) losses (2)
8 (2)6 
Ending balance$(21)$5 $(16)
Unrealized gains (losses) on securities available for sale:
Beginning balance$274 $(69)$205 
Unrealized gains (losses) arising during the period792 (200)592 
Reclassification adjustments for securities (gains) losses realized in net income (3)
(4)1 (3)
Change in AOCI from securities available for sale activity in the period788 (199)589 
Ending balance$1,062 $(268)$794 
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
Beginning balance$430 $(108)$322 
Unrealized gains (losses) on derivatives arising during the period1,440 (363)1,077 
Reclassification adjustments for (gains) losses realized in net income (2)
(260)65 (195)
Change in AOCI from derivative activity in the period1,180 (298)882 
Ending balance$1,610 $(406)$1,204 
Defined benefit pension plans and other post employment benefit plans:
Beginning balance$(795)$200 $(595)
Net actuarial gains (losses) arising during the period(144)36 (108)
Reclassification adjustments for amortization of actuarial (gains) losses and settlements realized in net income (4)
47 (11)36 
Change in AOCI from defined benefit pension plans and other post employment benefits activity in the period(97)25 (72)
Ending balance$(892)$225 $(667)
Total other comprehensive income (loss)1,879 (474)1,405 
Total accumulated other comprehensive income (loss), end of period$1,759 $(444)$1,315 
____
(1)The impact of all AOCI activity is shown net of the related tax impact, calculated using an effective tax rate of approximately 25%.
(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 17 for additional details).