Regions Bank 2009 Annual Report Download - page 47

We have a limited number of authorized shares of our common stock available for future issuance.
Under our Restated Certificate of Incorporation, we have 1.5 billion shares of common stock, par value
$0.01 per share, authorized for issuance. As of December 31, 2009, we had approximately 1.2 billion shares of
common stock issued and outstanding, net of treasury shares and had reserved approximately 216 million shares
for future issuance. Accordingly, as of December 31, 2009, we had approximately 90 million shares of common
stock available for future issuance. The approximately 216 million shares reserved for issuance, include the
reservation of the maximum amount of shares that can be issued upon the conversion of the outstanding shares of
Mandatory Convertible Preferred Stock (approximately 107 million shares) and exercise of the warrant issued to
the U.S. Treasury (approximately 48 million shares). The actual number of shares that would be issued in any
conversion or exercise may be less than the maximum number and will depend on our stock price at the date of
conversion or exercise. If we do not issue the maximum amount of reserved shares, the remaining shares will
again be available for issuance. We occasionally issue additional shares of common stock for general corporate
purposes, including raising Tier 1 common equity. Although we may be able to raise Tier 1 common equity by
issuing contingent convertible preferred stock or other securities convertible or exchangeable for common stock
on a contingent basis, an insufficient number of authorized shares available for future issuance could adversely
affect our ability to opportunistically raise additional equity capital, fund future operations or mergers and attract
and retain key personnel. We currently have approximately 6 million shares of preferred stock available for
issuance under our Restated Certificate of Incorporation.
Under Delaware law, stockholder approval is required in order to amend our Restated Certificate of
Incorporation to increase the number of authorized shares of common stock. We anticipate including such a
proposal for consideration at our next annual meeting of stockholders; however, we cannot provide any
assurances that our stockholders will approve any such proposal.
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.
At December 31, 2009, Regions Bank, Regions’ banking subsidiary, operated 1,895 banking offices.
Regions provides investment banking and brokerage services from over 320 offices of Morgan Keegan. At
December 31, 2009, 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 24 “Commitments, Contingencies and Guarantees,” to the consolidated financial
statements under Item 7. 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,
33