Regions Bank 2010 Annual Report Download - page 52

PART II
Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Regions’ common stock, par value $.01 per share, is listed for trading on the New York Stock Exchange
under the symbol RF. Quarterly high and low sales prices of and cash dividends declared on Regions’ common
stock are set forth in Table 28 “Quarterly Results of Operations” of “Management’s Discussion and Analysis of
Financial Condition and Results of Operations”, which is included in Item 7. of this Annual Report on Form
10-K. As of February 15, 2011, there were 76,455 holders of record of Regions’ common stock (including
participants in the Computershare Investment Plan for Regions Financial Corporation).
Restrictions on the ability of Regions Bank to transfer funds to Regions at December 31, 2010, are set forth
in Note 13 “Regulatory Capital Requirements and Restrictions” to the consolidated financial statements, which
are included in Item 8. of this Annual Report on Form 10-K. A discussion of certain limitations on the ability of
Regions Bank to pay dividends to Regions and the ability of Regions to pay dividends on its common stock is set
forth in Item 1. “Business” under the heading “Supervision and Regulation—Payment of Dividends” of this
Annual Report on Form 10-K.
The following table presents information regarding issuer purchases of equity securities during the fourth
quarter of 2010.
Period
Total Number
of Shares
Purchased
Average
Price
Paid Per
Share
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
Maximum Number
of Shares that May
Yet Be Purchased
Under the Plans or
Programs
October 1, 2010—October 31, 2010 ........... — $— — 23,072,300
November 1, 2010—November 30, 2010 ....... — — — 23,072,300
December 1, 2010—December 31, 2010 ........ — — — 23,072,300
Total ................................ $— 23,072,300
On January 18, 2007, Regions’ Board of Directors authorized the repurchase of 50 million shares of
Regions’ common stock through open market or privately negotiated transactions and announced the
authorization of this repurchase. As indicated in the table above, approximately 23.1 million shares remain
available for repurchase under the existing plan. As discussed in the “Supervision and Regulation” section of
Item 1. “Business” of this Annual Report on Form 10-K, the Company’s ability to repurchase its common stock
is limited by the terms of the Purchase Agreement between Regions and the U.S. Treasury. Under the CPP, prior
to the earlier of (i) November 14, 2011, or (ii) the date on which the Series A Preferred Stock is redeemed in
whole or the U.S. Treasury has transferred all of the Series A Preferred Stock to unaffiliated third parties, the
consent of the U.S. Treasury is required to repurchase any shares of common stock except in connection with
benefit plans in the ordinary course of business and certain other limited exceptions.
Restrictions on Dividends and Repurchase of Stock
Holders of Regions common stock are only entitled to receive such dividends as Regions’ board of directors
may declare out of funds legally available for such payments. Furthermore, holders of Regions common stock are
subject to the prior dividend rights of any holders of Regions preferred stock then outstanding. As of
December 31, 2010, there were 3,500,000 shares of Regions’ Fixed Rate Cumulative Perpetual Preferred Stock
Series A (the “Series A Preferred Stock”) with liquidation amount of $1,000 per share, issued and outstanding.
Under the terms of the Series A Preferred Stock, Regions’ ability to declare and pay dividends on or repurchase
Regions common stock will be subject to restrictions in the event Regions fails to declare and pay (or set aside
for payment) full dividends on the Series A Preferred Stock.
38