Preferred Stock

BNY Mellon has 100 million authorized shares of preferred stock with a par value of $0.01. The tables below presents a summary of BNY Mellon’s preferred stock issued and outstanding at March 31, 2013 and Dec 31, 2012.



Preferred stock summary		Total shares issued and outstanding		Liquidation preference per share (in dollars)		Carrying value (a)				Per annum dividend rate		Dividends paid per share for the three months ended (in dollars)
(dollars in millions, unless otherwise noted)		Total shares issued and outstanding				Carrying value (a)				Per annum dividend rate
Series	Description	March 31, 2013	Dec 31, 2012			March 31, 2013		Dec 31, 2012				March 31, 2013		Dec 31, 2012
Series A	Noncumulative Perpetual Preferred Stock	5,001	5,001	$	100,000	$	500	$	500	Greater of (i) three- month LIBOR plus 0.565% for the related distribution period; or (ii) 4.000%		$	1,000.00	$	1,011.11
Series C	Noncumulative Perpetual Preferred Stock	5,825	5,825	$	100,000	$	568	$	568	5.2	%	$	1,300.00	$	1,314.44


(a)	The carrying value of the Series C preferred stock is recorded net of issuance costs.

Holders of both the Series A and Series C preferred stock issues are entitled to receive dividends on each dividend payment date (March 20, June 20, September 20 and December 20 of each year), if declared by BNY Mellon’s Board of Directors. BNY Mellon’s ability to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of our common stock or any of our shares that rank junior to the preferred stock as to the payment of dividends and/or the distribution of any assets on any liquidation, dissolution or winding-up of BNY Mellon will be prohibited, subject to certain restrictions, in the event that we do not declare and pay in full preferred dividends for the then current dividend period of the Series A preferred stock or the last preceding dividend period of the Series C preferred stock.

All of the outstanding shares of the Series A preferred stock are owned by Mellon Capital IV, which will pass through any dividend on the Series A preferred stock to the holders of its Normal Preferred Capital Securities. All of the outstanding shares of the Series C preferred stock are held by the depositary of the depositary shares, which will pass through the applicable portion of any dividend on the Series C Preferred Stock to the holders of record of the depositary shares.

The preferred stock is not subject to the operation of a sinking fund and is not convertible into, or exchangeable for, shares of our common stock or any other class or series of our other securities. Subject to the restrictions in BNY Mellon’s 2007 replacement capital covenant, subsequently amended on May 8 and Sept. 11, 2012, we may redeem the Series A preferred stock, in whole or in part, at our option. We may also, at our option, redeem the shares of the Series C preferred stock in whole or in part, on or after the dividend payment date in September 2017, or in whole but not in part at any time within 90 days following a regulatory capital treatment event (as defined in the Certificate of Designations of the Series C preferred stock).

The terms of the Series A preferred stock and the Series C preferred stock are more fully described in each of their Certificate of Designations, each of which is filed as an Exhibit to this Form 10-Q.