PNC Bank 2015 Annual Report Download - page 209

Information related to the capital covenants and contractual commitments of the perpetual trust securities, including limitations
potentially imposed on PNC and PNC Bank’s payment of dividends on their respective equity capital securities, follows.
Table 121: Summary of Replacement Capital Covenants of Perpetual Trust Securities
Replacement Capital Covenant (RCC) (a) Trust Description of Capital Covenants
Trust I RCC Trust I Neither we nor our subsidiaries (other than PNC Bank and its subsidiaries) would purchase the
Trust Securities, the LLC Preferred Securities or the PNC Bank Preferred Stock unless such
repurchases or redemptions are made from proceeds of the issuance of certain qualified securities
and pursuant to the other terms and conditions set forth in the Trust I RCC.
Trust II RCC Trust II Until March 29, 2017, neither we nor our subsidiaries would purchase or redeem the Trust II
Securities, the LLC Preferred Securities or the Series I Preferred Stock unless such repurchases or
redemptions are made from proceeds of the issuance of certain qualified securities and pursuant to
the other terms and conditions set forth in the Trust II RCC.
(a) As of December 31, 2015, each of the Trust I RCC and the Trust II RCC are for the benefit of PNC Capital Trust C as the sole holder of $200 million of junior subordinated
debentures issued in June 1998. See Note 11 Borrowed Funds for additional information regarding these debentures.
Table 122: Summary of Contractual Commitments of Perpetual Trust Securities
Trust Description of Restrictions on Dividend Payments (c)
Trust I (a) If full dividends are not paid in a dividend period, neither PNC Bank nor its subsidiaries will declare or pay dividends or other
distributions with respect to, or redeem, purchase or acquire or make a liquidation payment with respect to, any of its equity
capital securities during the next succeeding period (other than to holders of the LLC Preferred Securities and any parity equity
securities issued by the LLC). (d)
Trust II (b) If full dividends are not paid in a dividend period, PNC will not declare or pay dividends with respect to, or redeem, purchase or
acquire, any of its equity capital securities during the next succeeding dividend period. (e)
(a) Contractual commitments made by PNC Bank.
(b) Contractual commitments made by PNC.
(c) Applies to the applicable Trust Securities and the LLC Preferred Securities.
(d) Except: (i) in the case of dividends payable to subsidiaries of PNC Bank, to PNC Bank or another wholly-owned subsidiary of PNC Bank or (ii) in the case of dividends payable to
persons that are not subsidiaries of PNC Bank, to such persons only if, (A) in the case of a cash dividend, PNC has first irrevocably committed to contribute amounts at least equal to
such cash dividend or (B) in the case of in-kind dividends payable by PNC REIT Corp., PNC has committed to purchase such in-kind dividend from the applicable PNC REIT Corp.
holders in exchange for a cash payment representing the market value of such in-kind dividend, and PNC has committed to contribute such in-kind dividend to PNC Bank.
(e) Except for: (i) purchases, redemptions or other acquisitions of shares of capital stock of PNC in connection with any employment contract, benefit plan or other similar arrangement
with or for the benefit of employees, officers, directors or consultants, (ii) purchases of shares of common stock of PNC pursuant to a contractually binding requirement to buy stock
existing prior to the commencement of the extension period, including under a contractually binding stock repurchase plan, (iii) any dividend in connection with the implementation of
a shareholders’ rights plan, or the redemption or repurchase of any rights under any such plan, (iv) as a result of any exchange or conversion of any class or series of PNC’s capital
stock for any other class or series of PNC’s capital stock, (v) the purchase of fractional interests in shares of PNC capital stock pursuant to the conversion or exchange provisions of
such stock or the security being converted or exchanged or (vi) any stock dividends paid by PNC where the dividend stock is the same stock as that on which the dividend is being
paid.
On March 15, 2013 we redeemed all $375 million of the PNC Preferred Funding Trust III securities with a distribution rate of
8.7%.
The PNC Financial Services Group, Inc. – Form 10-K 191