PNC Bank 2005 Annual Report Download - page 16

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• Dennis F. Strigl, 59, President and Chief Executive
Officer of Verizon Wireless, Inc. and Executive Vice
President of Verizon Communications Inc.
(telecommunications), (2001),
• Stephen G. Thieke, 59, Retired Chairman, Risk
Management Committee of JP Morgan Incorporated
(financial and investment banking services), (2002),
• Thomas J. Usher, 63, Retired Chairman of United
States Steel Corporation (integrated steelmaker),
(1992),
• Milton A. Washington, 70, President and Chief
Executive Officer of Allegheny Housing
Rehabilitation Corporation (housing rehabilitation
and construction), (1994), and
• Helge H. Wehmeier, 63, Retired President and Chief
Executive Officer of Bayer Corporation (healthcare,
crop protection, and chemicals), (1992).
Unless we indicate otherwise, all directors have held the
positions indicated or another senior executive position with
the same entity or one of its affiliates or a predecessor entity
for at least the past five years.
PART II
ITEM 5 – MARKET FOR REGISTRANT’S COMMON
EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
(a) Our common stock is listed on the New York Stock
Exchange and is traded under the symbol “PNC.” At the close
of business on February 28, 2006, there were 43,120 common
shareholders of record.
Holders of PNC common stock are entitled to receive
dividends when declared by the Board of Directors out of
funds legally available for this purpose. Our Board of
Directors may not pay or set apart dividends on the common
stock until dividends for all past dividend periods on any
series of outstanding preferred stock have been paid or
declared and set apart for payment. The Board presently
intends to continue the policy of paying quarterly cash
dividends. However, the amount of any future dividends will
depend on earnings, our financial condition and other factors,
including contractual restrictions and applicable government
regulations and policies (such as those relating to the ability of
bank and non-bank subsidiaries to pay dividends to the parent
company).
The Federal Reserve has the power to prohibit us from paying
dividends without its approval. For further information
concerning dividend restrictions and restrictions on loans or
advances from bank subsidiaries to the parent company, you
may review “Supervision and Regulation” in Item 1 of this
Report, “Liquidity Risk Management” in the Risk
Management section of Item 7 of this Report, and Note 4
Regulatory Matters in the Notes To Consolidated Financial
Statements in Item 8 of this Report, which we include here by
reference.
We include here by reference additional information relating
to PNC common stock under the caption “Common Stock
Prices/Dividends Declared” in the Statistical Information
(Unaudited) section of Item 8 of this Report.
We include here by reference the information regarding our
compensation plans under which PNC equity securities are
authorized for issuance as of December 31, 2005 in the table
(with introductory paragraph and notes) that appears under
Item 12 of this Report.
Our registrar, stock transfer agent, and dividend disbursing
agent is:
Computershare Investor Services, LLC
2 North LaSalle Street
Chicago, Illinois 60602
[phone]
(b) Not applicable.
(c) Details of our repurchases of PNC common stock during
the fourth quarter of 2005 are included in the following table:
In thousands, except per share data
2005 period
Total shares
purchased (a)
Average
price
paid per
share
Total shares
purchased as
part of
publicly
announced
programs (b)
Maximum
number of
shares that
may yet be
purchased
under the
programs (b)
October 1 –
October 31 122 $57.71 -- 19,522
November 1 –
November 30 271 $63.26 -- 19,522
December 1 –
December 31 203 $63.73 -- 19,522
Total 596 $62.28 --
(a) Includes PNC common stock purchased under the program referred to in
note (b) to this table, if any, and PNC common stock purchased in
connection with our various employee benefit plans.
(b) Our current stock repurchase program, which was authorized as of
February 16, 2005, allows us to purchase up to 20 million shares on the
open market or in privately negotiated transactions. This program will
remain in effect until fully utilized or until modified, superseded or
terminated. We did not purchase any shares under this program during
the fourth quarter of 2005.