PNC Bank 2015 Annual Report Download - page 207

The following table discloses information related to the preferred stock outstanding as of December 31, 2015.
Table 120: Terms of Outstanding Preferred Stock
Preferred Stock
Issue
Date
Number of
Depositary
Shares
Issued
Fractional
Interest in a
share of
preferred stock
represented by
each Depositary
Share Dividend Dates (a)
Annual Per Share
Dividend Rate
Optional
Redemption
Date (b)
Series B (c) (c) N/A N/A Quarterly from March 10th $1.80 None
Series O (d) July 27, 2011 1 million 1/100th
Semi-annually beginning
on February 1, 2012
until August 1, 2021
Quarterly beginning on
November 1, 2021
6.75% until August 1, 2021
3 Mo. LIBOR plus 3.678%
per annum beginning on
August 1, 2021
August 1, 2021
Series P (d) April 24, 2012 60 million 1/4,000th
Quarterly beginning on
August 1, 2012
6.125% until May 1, 2022
3 Mo. LIBOR plus
4.0675% per annum
beginning on May 1,
2022
May 1, 2022
Series Q (d) September 21, 2012
October 9, 2012
18 million
1.2 million 1/4,000th Quarterly beginning on
December 1, 2012 5.375% December 1, 2017
Series R (d) May 7, 2013 500,000 1/100th
Semi-annually beginning
on December 1, 2013
until June 1, 2023
Quarterly beginning on
September 1, 2023
4.85% until June 1, 2023
3 Mo. LIBOR plus 3.04%
per annum beginning
June 1, 2023
June 1, 2023
(a) Dividends are payable when, as, and if declared by our Board of Directors or an authorized committee of our Board.
(b) Redeemable at PNC’s option on or after the date stated. With the exception of the Series B preferred stock, redeemable at PNC’s option within 90 days of a regulatory capital
treatment event as defined in the designations.
(c) Cumulative preferred stock. 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. The Series B preferred stock was issued in connection with the consolidation of Pittsburgh National Corporation and Provident National Corporation in
1983.
(d) Non-Cumulative preferred stock.
Our Series L preferred stock 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 were 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. On April 19, 2013,
PNC redeemed all 6,000,000 depositary shares representing
interests in PNC’s Series L preferred stock and all 1,500
shares of Series L preferred stock underlying such depositary
shares, resulting in a net outflow of $150 million.
Our Series K preferred stock was issued on May 21, 2008.
Dividends were paid at a rate of 8.25% until May 21, 2013
and at a rate of three-month LIBOR plus 422 basis points
beginning May 21, 2013. On May 4, 2015, PNC redeemed all
500,000 depositary shares representing interests in PNC’s
Series K preferred stock and all 50,000 shares of Series K
preferred stock underlying such depositary shares, resulting in
a net outflow of $500 million.
We have authorized but unissued Series H and Series I
preferred stock. As described below in the Perpetual Trust
Securities portion of the Noncontrolling Interests section of
this Note, the PNC Preferred Funding Trust II securities are
automatically exchangeable into shares of PNC Series I
preferred stock under certain conditions relating to the
capitalization or the financial condition of PNC Bank and
upon the direction of the Office of the Comptroller of the
Currency. The Series A preferred stock of PNC REIT Corp. is
also automatically exchangeable under similar conditions into
shares of PNC Series H preferred stock.
Warrants
We had 13.4 million warrants outstanding as of December 31,
2015 compared to 16.9 million as of December 31, 2014. The
reduction was due to 3.5 million warrants that were exercised
during 2015. Each warrant entitles the holder to purchase one
share of PNC common stock at an exercise price of $67.33 per
share. In accordance with the terms of the warrants, the
warrants are exercised on a non-cash net basis with the
warrant holder receiving PNC common shares determined
based on the excess of the market price of PNC common stock
on the exercise date over the exercise price of the warrant. In
2015, we issued 1.1 million common shares resulting from the
exercise of the warrants. The issuance of these shares resulted
The PNC Financial Services Group, Inc. – Form 10-K 189