Regions Bank 2012 Annual Report Download - page 53

• Announcements of strategic developments, acquisitions and other material events by us or our
competitors;
• Expectations of or actual equity dilution;
• Whether we declare or fail to declare dividends on our capital stock from time to time;
• The ratings given to our securities by credit-rating agencies;
• Changes in the credit, mortgage and real estate markets, including the markets for mortgage-related
securities; and
• Changes in global financial markets, global economies and general market conditions, such as interest
or foreign exchange rates, stock, commodity, credit or asset valuations or volatility.
Stock markets in general (and our common stock in particular) have shown considerable volatility in the
recent past. The market price of our capital stock, including our common stock and depositary shares
representing fractional interests in our preferred stock, may continue to be subject to similar fluctuations
unrelated to our operating performance or prospects. Increased volatility could result in a decline in the market
price of our capital stock.
Our capital stock is subordinate to our existing and future indebtedness.
Our capital stock, including our common stock and depositary shares representing fractional interests in our
preferred stock, ranks junior to all of Regions’ existing and future indebtedness and Regions’ other non-equity
claims with respect to assets available to satisfy claims against us, including claims in the event of our
liquidation. As of December 31, 2012, Regions’ total liabilities were approximately $105.8 billion, and we may
incur additional indebtedness in the future to increase our capital resources. Additionally, if our capital ratios or
the capital ratios of Regions Bank fall below the required minimums, we or Regions Bank could be forced to
raise additional capital by making additional offerings of debt securities, including medium-term notes, senior or
subordinated notes or other applicable securities.
We are a holding company and depend on our subsidiaries for dividends, distributions and other payments.
We are a legal entity separate and distinct from our banking and other subsidiaries. Our principal source of
cash flow, including cash flow to pay dividends to our stockholders and principal and interest on our outstanding
debt, is dividends from Regions Bank. There are statutory and regulatory limitations on the payment of dividends
by Regions Bank to us, as well as by us to our stockholders. Regulations of both the Federal Reserve and the
State of Alabama affect the ability of Regions Bank to pay dividends and other distributions to us and to make
loans to us. If Regions Bank is unable to make dividend payments to us and sufficient cash or liquidity is not
otherwise available, we may not be able to make dividend payments to our common and preferred stockholders
or principal and interest payments on our outstanding debt. See the “Stockholders’ Equity” section of Item 7.
“Management’s Discussion and Analysis of Financial Condition and Results of Operation” of this Annual Report
on Form 10-K. In addition, our right to participate in a distribution of assets upon a subsidiary’s liquidation or
reorganization is subject to the prior claims of creditors of that subsidiary, except to the extent that any of our
claims as a creditor of such subsidiary may be recognized. As a result, shares of our capital stock are effectively
subordinated to all existing and future liabilities and obligations of our subsidiaries. At December 31, 2012, our
subsidiaries’ total deposits and borrowings were approximately $98.8 billion.
We may not pay dividends on shares of our capital stock.
Holders of shares of our capital stock are only entitled to receive such dividends as our Board of Directors
may declare out of funds legally available for such payments. Although we have historically declared cash
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