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Equity
12 Months Ended
Dec. 31, 2017
Equity [Abstract]  
Equity
EQUITY
Preferred Stock
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 87: Preferred Stock – Authorized, Issued and Outstanding
 
 
  
 
Preferred Shares
 
December 31
Shares in thousands
 
Liquidation
value per share

 
2017


2016

 
Authorized
 
 
 
 
 
 
 
$1 par value
 
 
 
20,000

 
20,000

 
Issued and outstanding
 
 
 
 
 
 
 
Series B
 
$
40

 
1

 
1

 
Series O
 
$
100,000

 
10

 
10

 
Series P
 
$
100,000

 
15

 
15

 
Series Q
 
$
100,000

 
5

 
5

 
Series R
 
$
100,000

 
5

 
5

 
Series S
 
$
100,000

 
5

 
5

 
Total issued and outstanding
 
 

 
41

 
41

 
The following table discloses information related to the preferred stock outstanding as of December 31, 2017.
Table 88: 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
Series S (d)
November 1, 2016
525,000

1/100th
Semi-annually beginning on May 1, 2017
until November 1, 2026
 
Quarterly beginning on February 1, 2027
5.00% until November 1, 2026
 

3 Mo. LIBOR plus 3.30%
per annum beginning
November 1, 2026

November 1, 2026
(a)
Dividends are payable when, as, and if declared by our Board of Directors or an authorized committee of our Board of Directors.
(b)
Redeemable at our option on or after the date stated. With the exception of the Series B preferred stock, redeemable at our 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.


Each outstanding series of preferred stock other than the Series B contains restrictions on our ability to pay dividends and make other shareholder payments.  Subject to limited exceptions, if dividends are not paid on any such series of preferred stock, we cannot declare dividends on or repurchase shares of our common stock.  In addition, if we would like to repurchase shares of preferred stock, such repurchases must be on a pro rata basis with respect to all such series of preferred stock.

Our Series K preferred stock was issued on May 21, 2008. On May 4, 2015, we redeemed all 500,000 depositary shares representing interests in our 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.
In February 2018, we redeemed the Series A preferred stock of PNC REIT Corp. which had been exchangeable into shares of PNC Series H preferred stock under certain conditions relating to the capitalization or the financial condition of PNC Bank. As described below in the Perpetual Trust Securities portion of the Noncontrolling Interests section of this Note, we redeemed all $500 million of the PNC Preferred Funding Trust II securities that had been exchangeable under certain conditions into PNC Series I preferred stock.

Warrants
We had 3.5 million and 11.3 million warrants outstanding as of December 31, 2017 and 2016, respectively. The reduction was due to 7.8 million warrants that were exercised during 2017. At December 31, 2017, each warrant entitles the holder to purchase one share of PNC common stock at an exercise price of $67.24 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 2017, we issued 3.5 million common shares resulting from the exercise of the warrants. The issuance of these shares resulted in a reclassification within Capital surplus with no impact on our Shareholders’ equity. These warrants were sold by the U.S. Treasury in a secondary public offering that closed on May 5, 2010 after the U.S. Treasury exchanged its TARP Warrant (issued on December 31, 2008 under the TARP Capital Purchase Program) for 16.9 million warrants. These warrants expire December 31, 2018.

On January 4, 2018, PNC declared a quarterly common stock dividend on $.75 per share to shareholders of record as of January 17, 2018. In accordance with the terms of the warrants, the declaration of a dividend in excess of $.66 per share may result in an adjustment to the warrant exercise price and to the warrant share number. As a result of this dividend, the warrant exercise price was reduced from $67.24 to $67.20 per share on January 17, 2018 and the warrant share number remained 1.00.
Other Shareholders’ Equity Matters
We have a dividend reinvestment and stock purchase plan. Holders of PNC common stock may participate in the plan, which provides that additional shares of common stock may be purchased at market value with reinvested dividends and voluntary cash payments. Common shares issued pursuant to this plan were .2 million shares for 2017, .3 million for 2016 and .3 million for 2015.
At December 31, 2017, we had reserved approximately 92 million common shares to be issued in connection with certain stock plans.
We repurchased 4.4 million shares in 2015 under the stock repurchase program that the Board of Directors approved effective October 4, 2007. Effective March 31, 2015, the Board of Directors terminated this share repurchase program and effective April 1, 2015 the Board of Directors replaced it with a new stock repurchase program authorization in the amount of up to 100 million shares of PNC common stock which may be purchased on the open market or in privately negotiated transactions. Under this program authorization, we repurchased 18.6 million shares in 2017 and 22.8 million shares in 2016. A maximum amount of 40.7 million shares remained available for repurchase under this program authorization at December 31, 2017. This program authorization will remain in effect until fully utilized or until modified, superseded or terminated.
Noncontrolling Interests
Perpetual Trust Securities
Our noncontrolling interests balance at December 31, 2017 reflected our March 15, 2017 redemption of $1.0 billion Fixed-to-Floating Rate Non-Cumulative Exchangeable Perpetual Trust Securities issued by PNC Preferred Funding Trusts I and II with current distribution rates of 2.61% and 2.19%, respectively. The Perpetual Trust Securities were subject to replacement capital covenants dated December 6, 2006 and March 29, 2007 benefiting PNC Capital Trust C as the sole holder of $200 million of junior subordinated debentures issued by PNC in June 1998. Upon redemption of the Perpetual Trust Securities, the replacement capital covenants terminated and such debentures ceased being covered debt with respect to the replacement capital covenants.