PNC » Topics » N OTE 11 B ORROWED F UNDS

This excerpt taken from the PNC 10-K filed Mar 2, 2009.

NOTE 13 BORROWED FUNDS

Bank notes at December 31, 2008 totaling $1.0 billion have interest rates ranging from 2.75% to 5.70% with approximately $500 million maturing in 2009. Senior and subordinated notes consisted of the following:

 

December 31, 2008

Dollars in millions

   Outstanding    Stated Rate     Maturity

Senior

   $ 12,622    .23 – 5.50 %   2009 – 2047
 

Subordinated

         

Junior

     2,898    2.77 – 10.18 %   2028 – 2068

All other

     8,310    2.35 – 9.65 %   2009 – 2019

Total subordinated

     11,208       

Total senior and subordinated

   $ 23,830           

Included in outstandings for the senior and subordinated notes in the table above are basis adjustment increases of $81 million and $551 million, respectively, related to fair value accounting hedges as of December 31, 2008.

In December 2008, we issued the following senior notes totaling $2.9 billion under the FDIC’s Temporary Liquidity Guarantee Program-Debt Guarantee Program:

   

$2 billion of fixed rate senior notes due June 2012. These notes pay interest semiannually at a fixed rate of 2.3%.

   

$500 million of fixed rate senior notes due June 2011. These notes pay interest semiannually at a fixed rate of 1.875%.

   

$400 million of floating rate senior notes due June 2011. Interest will be reset quarterly to 3-month LIBOR plus 28 basis points and interest will be paid quarterly.

Each of these series of senior notes is guaranteed by the FDIC and is backed by the full faith and credit of the United States of America through June 30, 2012.

 

Total borrowed funds of $52.2 billion at December 31, 2008 have scheduled or anticipated repayments for the years 2009 through 2014 and thereafter as follows:

   

2009: $18.6 billion,

   

2010: $9.4 billion,

   

2011: $5.2 billion,

   

2012: $4.8 billion,

   

2013: $4.0 billion, and

   

2014 and thereafter: $10.2 billion.

Included in borrowed funds are FHLB borrowings of $18.1 billion at December 31, 2008, $9.0 billion of which are collateralized by a blanket lien on residential mortgage and other real estate-related loans and mortgage-backed and treasury securities and $224 million are collateralized by pledged mortgage-backed and treasury securities. The remaining $8.9 billion, assumed in the National City acquisition, are collateralized by a blanket lien on residential mortgage and home equity loans and mortgage-backed securities. FHLB advances of $5.1 billion have scheduled maturities of less than one year. The remainder of the FHLB borrowings have balances that will mature from 2010 – 2030, with interest rates ranging from 0% – 7.33%.

As part of the National City acquisition, PNC assumed liability for the conversion of $1.4 billion of convertible senior notes. Interest on these notes is payable semiannually at a fixed rate of 4.0%. The maturity date of these notes is February 1, 2011. PNC may not redeem these notes prior to their maturity date. Holders may convert the notes, at their option, prior to November 15, 2010 under certain circumstances, including (i) if the trading price of the notes is less than a defined threshold measured against the market value of PNC common stock, (ii) any time after March 31, 2008, if the market price of PNC common stock exceeds 130% of the conversion price of the notes in effect on the last trading day of the immediately preceding calendar quarter, or (iii) upon the occurrence of certain specific events. After November 15, 2010, the holders may convert their notes at any time through the third scheduled trading date preceding the maturity date. The initial conversion rate equals 2.0725 shares per $1,000 face value of notes. The conversion rate will be subject to adjustment for stock splits, stock dividends, cash dividends in excess of certain thresholds, stock repurchases where the price exceeds market values, and certain other events. Upon conversion, PNC will pay cash equal to the principal balance of the notes and may issue shares of its common stock for any conversion value, determined over a 40 day observation period, that exceeds the principal balance of the notes being converted. The maximum number of net common shares that PNC may be required to issue is 3.6 million shares, subject to potential adjustment in the case of certain events, make-whole fundamental changes, or early termination.


 

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The holders of the convertible senior notes may elect: i) in the case of a make-whole fundamental change, to convert the notes prior to the effective time of such change, in which case the conversion rate will be increased as provided by a formula set forth in the indenture supplement governing the convertible senior notes; or ii) upon the effective time of any fundamental change, to require PNC to repurchase the convertible senior notes at their principal amount plus accrued but unpaid interest. Generally, a fundamental change includes an acquisition of more than 50% of PNC’s common stock, certain mergers, consolidations or other business

combinations, if PNC’s continuing directors are less than the majority of the Board of Directors, a liquidation or dissolution, or PNC’s common stock is not listed on any US national securities exchange. These rights may discourage a business combination or other transaction that is otherwise favored by certain shareholders.

The $2.9 billion of junior subordinated debt included in the above table represents the only debt redeemable prior to maturity. The call price and related premiums are discussed in Note 14 Capital Securities of Subsidiary Trusts.


 

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This excerpt taken from the PNC 10-K filed Feb 29, 2008.

NOTE 11 BORROWED FUNDS

Bank notes at December 31, 2007 totaling $3.2 billion have interest rates ranging from 2.75% to 10.25% with approximately $3 billion maturing in 2008. Senior and subordinated notes consisted of the following:

 

December 31, 2007

Dollars in millions

  Outstanding    Stated Rate    Maturity

Senior

  $ 3,592    4.20%–5.50%    2008-2014

Subordinated

         

Junior

    604    5.69%–10.18%    2013-2035

All other

    3,902    4.63%–9.65%    2008-2017

Total subordinated

    4,506        

Total senior and subordinated

  $ 8,098          

 

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Included in outstandings for the senior and subordinated notes in the table above are basis adjustments of $21 million and $103 million, respectively, related to fair value accounting hedges as of December 31, 2007.

Total borrowed funds of $30.9 billion at December 31, 2007 have scheduled or anticipated repayments for the years 2008 through 2013 and thereafter as follows:

   

2008: $18.3 billion,

   

2009: $3.6 billion,

   

2010: $3.3 billion,

   

2011: $.2 billion,

   

2012: $1.1 billion, and

   

2013 and thereafter: $4.4 billion.

Included in borrowed funds are FHLB borrowings of $7.1 billion at December 31, 2007, $6.9 billion of which are collateralized by a blanket lien on residential mortgage and other real estate-related loans and mortgage-backed and treasury securities. The remaining $200 million are collateralized by pledged mortgage-backed and treasury securities. FHLB advances of $2.0 billion have scheduled maturities of less than one year. The remainder of the FHLB borrowings have balances that will mature from 2009 – 2017, with interest rates ranging from 1.25% – 5.38%.

Included in borrowed funds at December 31, 2006 were $1 billion of Floating Rate Exchangeable Senior Notes that were issued through PNC Funding Corp, a subsidiary of PNC. These notes were redeemed on December 21, 2007 at a price equal to principal plus accrued and unpaid interest.

The $604 million of junior subordinated debt included in the above table represents the only debt redeemable prior to maturity. The call price and related premiums are discussed in Note 12 Capital Securities of Subsidiary Trusts.

This excerpt taken from the PNC 10-K filed Feb 4, 2008.

NOTE 13 BORROWED FUNDS

Bank notes at December 31, 2006 totaling $1.1 billion have interest rates ranging from 2.75% to 10.25% with approximately $575 million maturing in 2007. Senior and subordinated notes consisted of the following:

 

December 31, 2006

Dollars in millions

   Outstanding    Stated Rate    Maturity

Senior

          

Exchangeable

   $ 1,000    4.96%    2036

All other

     1,535    4.20%–5.34%    2008-2010

Total senior

     2,535        

Subordinated

          

Junior

     1,074    5.94%–10.01%    2007-2033

All other

     2,888    4.88%–9.65%    2007-2017

Total subordinated

     3,962        

Total senior and subordinated

   $ 6,497          

Included in outstandings for the senior and subordinated notes in the table above are basis adjustments of $13 million and $3 million, respectively, related to fair value accounting hedges as of December 31, 2006.

Total borrowed funds at December 31, 2006 have scheduled or anticipated repayments for the years 2007 through 2012 and thereafter as follows:

   

2007: $8.4 billion,

   

2008: $1.4 billion,

   

2009: $.8 billion,

   

2010: $.8 billion,

   

2011: $6 million, and

   

2012 and thereafter: $3.6 billion.

Included in borrowed funds at December 31, 2006 are $1 billion of Floating Rate Exchangeable Senior Notes (“Exchangeable Notes”) that were issued through PNC Funding Corp (“Funding”), a subsidiary of PNC. These notes commenced on December 20, 2006 and are due December 20, 2036. Interest will be paid at a floating rate equal to 3-month LIBOR, reset quarterly, minus 40 basis points, quarterly in arrears, provided that such interest rate will never be less than 0% per annum. The Exchangeable Notes are guaranteed by PNC.

Holders may exchange the Exchangeable Notes for, as specified by Funding, shares of PNC common stock, cash, or a combination of shares and cash at any time on or prior to maturity based on an initial exchange price per share of approximately $128.56, subject to adjustment. Holders have the right to require PNC to repurchase all or a portion of the Exchangeable Notes on December 20, 2007 and periodically thereafter for an amount equal to 100% of the principal plus accrued and unpaid interest. Beginning on December 26, 2007, PNC may redeem the Exchangeable Notes in whole at any time, or in part from time to time, for an amount equal to 100% of the principal plus accrued and unpaid interest.

In connection with the issuance of the Exchangeable Notes, PNC entered into a Registration Rights Agreement (“Agreement”) with the initial purchaser of the Exchangeable Notes. As part of the Agreement PNC agreed to file a registration statement with the SEC, as soon as practicable but in any event within 120 days after the issue date, to register for resale the Exchangeable Notes and the common stock deliverable upon exchange for the Exchangeable Notes. PNC also agreed, among other things, to use its best efforts to cause the registration statement to be declared effective as promptly as practicable but in any event within 240 days after the issue date and to keep the registration statement continuously effective until registration is no longer applicable.

If PNC does not meet these obligations, PNC will be subject to liquidated damages equal to 0.25% per annum of the principal amount of the Exchangeable Notes outstanding. Assuming the Exchangeable Notes remain outstanding through 2036 and PNC does not meet these obligations, the maximum consideration that PNC could be required to transfer under this Agreement is approximately $75 million. We have not recorded a liability for this Agreement at December 31, 2006.

See Note 14 Capital Securities of Subsidiary Trusts for information about the $1.1 billion of junior subordinated debt.


 

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During February 2007, in connection with our planned acquisition of Mercantile, we issued $1.9 billion of debt to fund the cash portion of this transaction, comprised of the following:

   

On February 1, 2007, we issued $775 million of floating rate senior notes due January 2012. Interest will be reset quarterly to 3-month LIBOR plus 14 basis points and interest will be paid quarterly.

   

Also on February 1, 2007, we issued $500 million of floating rate senior notes due January 2014. Interest will be reset quarterly to 3-month LIBOR plus 20 basis points and will be paid quarterly.

   

On February 8, 2007, we issued $600 million of subordinated notes due February 2017. These notes pay interest semiannually at a fixed rate of 5.625%.

See Note 2 Acquisitions for additional information regarding Mercantile.

This excerpt taken from the PNC 10-K filed Mar 1, 2007.

NOTE 13 BORROWED FUNDS

Bank notes at December 31, 2006 totaling $1.1 billion have interest rates ranging from 2.75% to 10.25% with approximately $575 million maturing in 2007. Senior and subordinated notes consisted of the following:

 

December 31, 2006

Dollars in millions

   Outstanding    Stated Rate    Maturity

Senior

          

Exchangeable

   $ 1,000    4.96%    2036

All other

     1,535    4.20%–5.34%    2008-2010

Total senior

     2,535        

Subordinated

          

Junior

     1,074    5.94%–10.01%    2007-2033

All other

     2,888    4.88%–9.65%    2007-2017

Total subordinated

     3,962        

Total senior and subordinated

   $ 6,497          

Included in outstandings for the senior and subordinated notes in the table above are basis adjustments of $13 million and $3 million, respectively, related to fair value accounting hedges as of December 31, 2006.

Total borrowed funds at December 31, 2006 have scheduled or anticipated repayments for the years 2007 through 2012 and thereafter as follows:

   

2007: $8.4 billion,

   

2008: $1.4 billion,

   

2009: $.8 billion,

   

2010: $.8 billion,

   

2011: $6 million, and

   

2012 and thereafter: $3.6 billion.

Included in borrowed funds at December 31, 2006 are $1 billion of Floating Rate Exchangeable Senior Notes (“Exchangeable Notes”) that were issued through PNC Funding Corp (“Funding”), a subsidiary of PNC. These notes commenced on December 20, 2006 and are due December 20, 2036. Interest will be paid at a floating rate equal to 3-month LIBOR, reset quarterly, minus 40 basis points, quarterly in arrears, provided that such interest rate will never be less than 0% per annum. The Exchangeable Notes are guaranteed by PNC.

Holders may exchange the Exchangeable Notes for, as specified by Funding, shares of PNC common stock, cash, or a combination of shares and cash at any time on or prior to maturity based on an initial exchange price per share of approximately $128.56, subject to adjustment. Holders have the right to require PNC to repurchase all or a portion of the Exchangeable Notes on December 20, 2007 and periodically thereafter for an amount equal to 100% of the principal plus accrued and unpaid interest. Beginning on December 26, 2007, PNC may redeem the Exchangeable Notes in whole at any time, or in part from time to time, for an amount equal to 100% of the principal plus accrued and unpaid interest.

In connection with the issuance of the Exchangeable Notes, PNC entered into a Registration Rights Agreement (“Agreement”) with the initial purchaser of the Exchangeable Notes. As part of the Agreement PNC agreed to file a registration statement with the SEC, as soon as practicable but in any event within 120 days after the issue date, to register for resale the Exchangeable Notes and the common stock deliverable upon exchange for the Exchangeable Notes. PNC also agreed, among other things, to use its best efforts to cause the registration statement to be declared effective as promptly as practicable but in any event within 240 days after the issue date and to keep the registration statement continuously effective until registration is no longer applicable.

If PNC does not meet these obligations, PNC will be subject to liquidated damages equal to 0.25% per annum of the principal amount of the Exchangeable Notes outstanding. Assuming the Exchangeable Notes remain outstanding through 2036 and PNC does not meet these obligations, the maximum consideration that PNC could be required to transfer under this Agreement is approximately $75 million. We have not recorded a liability for this Agreement at December 31, 2006.

See Note 14 Capital Securities of Subsidiary Trusts for information about the $1.1 billion of junior subordinated debt.


 

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Table of Contents

During February 2007, in connection with our planned acquisition of Mercantile, we issued $1.9 billion of debt to fund the cash portion of this transaction, comprised of the following:

   

On February 1, 2007, we issued $775 million of floating rate senior notes due January 2012. Interest will be reset quarterly to 3-month LIBOR plus 14 basis points and interest will be paid quarterly.

   

Also on February 1, 2007, we issued $500 million of floating rate senior notes due January 2014. Interest will be reset quarterly to 3-month LIBOR plus 20 basis points and will be paid quarterly.

   

On February 8, 2007, we issued $600 million of subordinated notes due February 2017. These notes pay interest semiannually at a fixed rate of 5.625%.

See Note 2 Acquisitions for additional information regarding Mercantile.

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