Regions Bank 2008 Annual Report Download - page 33

a bank holding company. Acquisition of 10% or more of any class of voting stock of a bank holding company or
state member bank, including shares of our common stock, creates a rebuttable presumption that the acquiror
“controls” the bank holding company or state member bank. Also, as noted under “Supervision and Regulation—
General,” a bank holding company must obtain the prior approval of the Federal Reserve before, among other
things, acquiring direct or indirect ownership or control of more than 5% of the voting shares of any bank,
including Regions Bank. There also are provisions in our certificate of incorporation that may be used to delay or
block a takeover attempt. As a result, these statutory provisions and provisions in our certificate of incorporation
could result in Regions being less attractive to a potential acquiror.
Future issuances of additional securities could result in dilution of your ownership.
We may determine from time to time to issue additional securities to raise additional capital, support
growth, or to make acquisitions. Further, we may issue stock options or other stock grants to retain and motivate
our employees. These issuances of our securities will dilute the ownership interests of our stockholders.
We need to stay current on technological changes in order to compete and meet customer demands.
The financial services market, including banking services, is undergoing rapid changes with frequent
introductions of new technology-driven products and services. In addition to better serving customers, the
effective use of technology increases efficiency and may enable us to reduce costs. Our future success may
depend, in part, on our ability to use technology to provide products and services that provide convenience to
customers and to create additional efficiencies in our operations.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Regions’ corporate headquarters occupy the main banking facility of Regions Bank, located at 1900 Fifth
Avenue North, Birmingham, Alabama 35203.
Regions Bank, Regions’ banking subsidiary, operates 1,900 banking offices. Regions provides investment
banking and brokerage services from over 300 offices of Morgan Keegan. At December 31, 2008, there were no
significant encumbrances on the offices, equipment and other operational facilities owned by Regions and its
subsidiaries.
See Item 1. “Business” of this Annual Report on Form 10-K for a list of the states in which Regions Bank
branches and Morgan Keegan’s offices are located.
Item 3. Legal Proceedings
Reference is made to Note 25 “Commitments, Contingencies and Guarantees,” to the consolidated financial
statements under Item 8. of this Annual Report on Form 10-K.
Regions and its affiliates are subject to litigation, including the litigation discussed below, and claims
arising in the ordinary course of business. Punitive damages are routinely claimed in these cases. Regions
continues to be concerned about the general trend in litigation involving large damage awards against financial
service company defendants. Regions evaluates these contingencies based on information currently available,
including advice of counsel and assessment of available insurance coverage. Although it is not possible to predict
the ultimate resolution or financial liability with respect to these litigation contingencies, management is
currently of the opinion that the outcome of pending and threatened litigation would not have a material effect on
Regions’ consolidated financial position or results of operations, except to the extent indicated in the discussion
below.
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