PNC Bank 2012 Annual Report Download - page 233

N OTE 19 E QUITY
P REFERRED S TOCK
The following table provides the number of preferred shares
issued and outstanding, the liquidation value per share and the
number of authorized preferred shares that are available for
future use.
Table 144: Preferred Stock – Authorized, Issued and
Outstanding
Preferred Shares
December 31
Shares in thousands
Liquidation
value per
share 2012 2011
Authorized
$1 par value 16,588 16,588
Issued and outstanding
Series B $ 40 1 1
Series K 10,000 50 50
Series L 100,000 2 2
Series O 100,000 10 10
Series P 100,000 15
Series Q 100,000 5
Total issued and outstanding 83 63
Our Series B preferred stock is cumulative and is not
redeemable at our option. Annual dividends on Series B
preferred stock total $1.80 per share. Holders of Series B
preferred stock are entitled to 8 votes per share, which is equal
to the number of full shares of common stock into which the
Series B Preferred Stock is convertible.
Our Series K preferred stock was issued in May 2008 in
connection with our issuance of $500 million of Depositary
Shares, each representing a fractional interest in a share of the
Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock,
Series K. Dividends are payable if and when declared each
May 21 and November 21 until May 21, 2013. After that date,
dividends will be payable each 21st of August, November,
February and May. Dividends will be paid at a rate of 8.25%
prior to May 21, 2013 and at a rate of three-month LIBOR
plus 422 basis points beginning May 21, 2013. The Series K
preferred stock is redeemable at our option on or after
May 21, 2013.
Our 9.875% Fixed-to-Floating Rate Non-Cumulative
Preferred Stock, Series L was issued in connection with the
National City transaction in exchange for National City’s
Fixed-to-Floating Rate Non-Cumulative Preferred Stock,
Series F. Dividends on the Series L preferred stock are
payable if and when declared each 1st of February, May,
August and November. Dividends will be paid at a rate of
9.875% prior to February 1, 2013 and at a rate of three-month
LIBOR plus 633 basis points beginning February 1, 2013. The
Series L is redeemable at PNC’s option, subject to Federal
Reserve approval, if then applicable, on or after February 1,
2013 at a redemption price per share equal to the liquidation
preference plus any declared but unpaid dividends.
Our Series O preferred stock was issued on July 27, 2011,
when we issued one million depositary shares, each
representing a 1/100th interest in a share of our Fixed-to-
Floating Rate Non-Cumulative Perpetual Preferred Stock,
Series O for gross proceeds before commissions and expenses
of $1 billion. Dividends are payable when, as, and if declared
by our board of directors or an authorized committee of our
board, semi-annually on February 1 and August 1 of each year
until August 1, 2021 at a rate of 6.75%. After that date,
dividends will be payable on February 1, May 1, August 1 and
November 1 of each year beginning on November 1, 2021 at a
rate of three-month LIBOR plus 3.678% per annum. The
Series O preferred stock is redeemable at our option on or
after August 1, 2021 and at our option within 90 days of a
regulatory capital treatment event as defined in the
designations.
Our Series P preferred stock was issued on April 24, 2012,
when we issued 60 million depositary shares, each
representing a 1/4,000th interest in a share of our Fixed-to-
Floating Rate Non-Cumulative Perpetual Preferred Stock,
Series P for gross proceeds before commissions and expenses
of $1.5 billion. Dividends are payable when, as, and if
declared by our board of directors or an authorized committee
of our board, quarterly on February 1, May 1, August 1 and
November 1 of each year. Dividends are paid for each
dividend period to, but excluding, May 1, 2022 at a rate of
6.125% and for each dividend period from and including
May 1, 2022 at a rate of three-month LIBOR plus
4.0675% per annum. The Series P preferred stock is
redeemable at our option on or after May 1, 2022 and at our
option within 90 days of a regulatory capital treatment event
as defined in the designations.
Our Series Q preferred stock was issued on September 21,
2012, when we issued 18 million depositary shares, each
representing a 1/4,000th interest in a share of our 5.375% Non-
Cumulative Perpetual Preferred Stock, Series Q for gross
proceeds before commissions and expenses of $450 million.
Dividends are payable when, as, and if declared by our board
of directors or an authorized committee of our board, quarterly
on March 1, June 1, September 1 and December 1 of each year
at a rate of 5.375%. The Series Q preferred stock is
redeemable at our option on or after December 1, 2017 and at
our option within 90 days of a regulatory capital treatment
event as defined in the designations. We issued additional
Series Q Preferred Stock on October 9, 2012, in connection
with the issuance of an additional 1.2 million depositary
shares for gross proceeds before commissions and expenses of
$30 million, when the underwriters exercised a portion of their
over-allotment option.
We have authorized but unissued Series H, I, and J preferred
stock. As described in Note 14 Capital Securities of
Subsidiary Trusts and Perpetual Trust Securities, under the
terms of two of the hybrid capital vehicles we issued that
currently qualify as capital for regulatory purposes (the Trust
214 The PNC Financial Services Group, Inc. – Form 10-K