Regions Bank 2011 Annual Report Download - page 65

or a further downgrade of our debt rating, may adversely affect our capital costs and our ability to raise capital
and, in turn, our liquidity. An inability to raise additional capital on acceptable terms when needed could have a
materially adverse effect on our business, financial condition or results of operations.
Future issuances of additional equity securities could result in dilution of existing stockholders’ equity
ownership.
We may determine from time to time to issue additional equity 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 could dilute the voting and economic interests of our existing
shareholders.
Future equity offerings could impair the value of our deferred tax assets and adversely affect our capital
ratios.
Our ability to utilize our deferred tax assets to offset future taxable income may be significantly limited if
we experience an “ownership change” as defined in section 382 of the Internal Revenue Code of 1986, as
amended (the “Code”). In general, an ownership change will occur if there is a cumulative change in our
ownership by “5 percent shareholders” (as defined in the Code) that exceeds 50 percent (as defined in the Code)
over a rolling three-year period. Any corporation experiencing an ownership change will generally be subject to
an annual limitation on its deferred tax assets prior to the ownership change equal to the value of such
corporation immediately before the ownership change, multiplied by the long-term tax-exempt rate (subject to
certain adjustments). The annual limitation would be increased each year to the extent that there is an unused
limitation in a prior year. The limitation arising from an ownership change under section 382 of the Code on our
ability to utilize our deferred tax assets would depend on the value of Regions’ stock at the time of the ownership
change. As a result, future investments by new or existing “5 percent shareholders” or issuances of common
equity could materially increase the risk that we could experience an ownership change in the future. If we were
to experience an ownership change under section 382 of the Code for any reason, the value of our deferred tax
assets may be impaired and may cause a decrease in our financial position, results of operations and regulatory
capital ratios.
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, 2011, Regions Bank, Regions’ banking subsidiary, operated 1,726 banking offices.
Regions provides investment banking and brokerage services from 90 full-service offices of Morgan Keegan. At
December 31, 2011, 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’s
branches and Morgan Keegan’s offices are located.
Item 3. Legal Proceedings
Information required by this item is set forth in Note 23 “Commitments, Contingencies and Guarantees” in
the Notes to the Consolidated Financial Statements which are included in Item 8. of this Annual Report on
Form 10-K.
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