June 25th, 2014
from the Federal Reserve and the Securities Exchange Commission
The Federal Reserve Board on Wednesday announced that Regions Bank, Birmingham, Alabama, will pay a $46 million penalty for misconduct related to the process followed by the bank in the first quarter of 2009 for identifying and reporting non-accrual loans. The Federal Reserve also issued a consent order requiring Regions Bank to continue to improve its relevant policies and procedures. The Federal Reserve's consent order is being issued jointly with the Alabama Department of Banking, which is assessing Regions Bank a $5 million penalty, and in conjunction with actions by the Securities and Exchange Commission.
The Federal Reserve also announced enforcement actions against three former employees of Regions Bank who were responsible for the misconduct addressed in the action against the bank. The Federal Reserve is initiating administrative proceedings against Thomas A. Neely, Jr., former senior commercial credit executive of the Bank, seeking an order prohibiting him from the banking industry and separately assessing Neely a $2.4 million civil money penalty. The Federal Reserve is also issuing consent orders, jointly with the Alabama Department of Banking, against Michael J. Willoughby, the former chief credit officer of Regions Bank, and Jeffrey C. Kuehr, former head of the Bank's problem loan workout department, prohibiting them from further participation in the banking industry.
The enforcement actions are based on deficiencies in the controls and procedures in place at Regions Bank in the first quarter of 2009 for identifying loans for non-accrual status and for assuring that accurate and complete information was provided to Federal Reserve and Department of Banking examiners in connection with an examination focused on the bank's non-accrual process. The enforcement actions against the former employees are based on their participation in the deficient non-accrual loan process in the first quarter of 2009 and on their providing inaccurate, incomplete, and misleading information to examiners about that process.
Separately, the Securities and Exchange Commission is taking action against the three former employees of Regions Bank for their misconduct in connection with the first quarter 2009 reporting of non-accrual loans. The Securities and Exchange Commission also entered into a deferred prosecution agreement with Regions Financial Corp., Regions Bank's parent holding company.
The SEC portion of the Action
The Securities and Exchange Commission today announced fraud charges against three former senior managers of Regions Bank for intentionally misclassifying loans that should have been recorded as impaired for accounting purposes. As a result, the bank’s publicly-traded holding company overstated its income and earnings per share in its financial reporting.
The SEC also entered into a deferred prosecution agreement with Regions Financial Corp., which substantially cooperated with the agency’s investigation and undertook extensive remedial actions. Regions will pay a total of $51 million to resolve parallel actions by the SEC, Federal Reserve Board, and Alabama Department of Banking.
According to the SEC’s orders instituting administrative proceedings against the three former managers, Thomas A. Neely Jr. was the principal architect of the scheme while serving as head of Regions Bank’s risk analytics group in 2009. Along with the bank’s head of special assets Jeffrey C. Kuehr and chief credit officer Michael J. Willoughby, Neely took intentional steps to circumvent internal accounting controls and improperly classify $168 million in commercial loans as performing so Regions could avoid recording a higher allowance for loan and lease losses.
Kuehr and Willoughby agreed to settle the SEC’s charges by paying penalties of $70,000 apiece and consenting to bars from serving as officers or directors of public companies. The SEC’s Division of Enforcement will continue to litigate its case against Neely. Said Andrew J. Ceresney, director of the SEC’s Division of Enforcement
Our enforcement actions against three senior executives coupled with the deferred prosecution agreement with Regions demonstrate that we will aggressively pursue individual responsibility while rewarding extraordinary cooperation and remediation by companies. The bank helped us bring a case against culpable individuals while remediating the misconduct by restructuring its processes and putting new management in place, among other things.
According to the SEC’s orders and the deferred prosecution agreement, Regions Bank tracked and recorded its non-performing loans (NPLs) for internal performance metrics and regular financial reporting. NPLs typically were placed on non-accrual status when it was determined that payment of all contractual principal and interest was 90 days past due or otherwise in doubt. Once a loan was placed in non-accrual status, uncollected interest accrued during that current year was reversed and Regions Bank’s interest income would be reduced. Non-accrual status also served as a trigger for Regions Bank to consider whether the specific loan was impaired and to determine an allowance for loan and lease losses in accordance with U.S. Generally Accepted Accounting Principles (GAAP).
The SEC’s Division of Enforcement alleges that when personnel within Regions Bank’s special asset department initiated procedures to place approximately $168 million in NPLs into non-accrual status during the first quarter of 2009, Neely arbitrarily and without supporting documentation required the loans to remain in accrual status. By failing to classify the impaired loans in accordance with its policies, Regions’ financial statements for the quarter ended March 31, 2009, were materially misstated and not in conformity with GAAP. In furtherance of the scheme, Neely and Willoughby knowingly provided understated NPL data for the quarter to the Regions’ CFO and other senior executives during a meeting in late March.
The SEC’s order against Neely charges him with violations of the antifraud, reporting, books and records, and internal controls provisions of the federal securities laws. Kuehr and Willoughby consented to the entry of a cease-and-desist order finding that they violated or caused violations of Section 17(a) of the Securities Act of 1933 and Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934 as well as the reporting, books and records, and internal controls provisions of the federal securities laws. Without admitting or denying the findings, Kuehr and Willoughby agreed to pay their respective $70,000 penalties plus be prohibited from serving as officers or directors of public companies for a period of five years.
The deferred prosecution agreement with Regions relates to the bank’s failure to maintain adequate accounting controls at the time. The agreement credits the company’s extensive remedial efforts, including the creation of a new problem asset division with entirely new management and significantly enhanced procedures. The agreement credits the substantial cooperation by Regions during the SEC’s investigation, and imposes a $26 million penalty that will be offset provided that the company pays a $46 million penalty assessed in the Federal Reserve’s action. Regions also will pay a $5 million penalty to the Alabama Department of Banking.
The SEC’s investigation was conducted in its Atlanta Regional Office. The SEC appreciates the assistance of the Federal Reserve.