PNC Bank 2008 Annual Report Download - page 169

Note 6 – The Employee Stock Purchase Plan became effective in February 1997. The purchase price for shares sold under the plan represents 95% of the fair market value on the last day
of each six-month offering period. The number under column (c) for the plan reflects the number of shares remaining unsold under the 1997 plan after completion of sales for the last
six-month offering period pursuant to that plan ending December 31, 2008. The 1997 plan was replaced by an amended and restated plan of the same name effective for offering periods
beginning on or after January 1, 2009. The 2009 plan will be presented to the PNC shareholders for approval at the 2009 annual meeting.
Note 7 – The plans in this section of the table reflect awards under pre-acquisition plans of National City Corporation and Sterling Financial Corporation, respectively. National City was
merged into PNC on December 31, 2008 and Sterling was merged into PNC on April 4, 2008. Pursuant to the respective merger agreements for these acquisitions, common shares of
National City or Sterling, as the case may be, issuable upon the exercise or settlement of various equity awards granted under the National City or Sterling plans were converted into
corresponding awards covering PNC common stock. Additional information regarding these plans is included in Note 16 Stock-Based Compensation Plans in the Notes To Consolidated
Financial Statements in Item 8 of this Report.
Note 8 – The National City Corporation 2004 Deferred Compensation Plan provided eligible employees the opportunity to defer the receipt of cash compensation which would have
otherwise been received as salary, as variable pay, or as an incentive award and provided participants with nonelective deferred compensation. The plan was frozen as to new deferral
elections and nonelective deferred compensation in December 2008. Deferred compensation already in the plan at that time, or contributed to the plan pursuant to previous deferral
elections, is credited with gains or losses based upon investment options made available from time to time, and, as such, there is no weighted-average exercise price. The plan does not
limit the number of shares that may be issued for the plan.
ITEM 13 – CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item is included under the
captions “Transactions with Related Persons, Indemnification,
and Advancement of Costs” and “Corporate Governance At
PNC – Director Independence” in our Proxy Statement to be
filed for the 2009 annual meeting of shareholders and is
incorporated herein by reference.
ITEM 14 – PRINCIPAL ACCOUNTING FEES AND
SERVICES
The information required by this item is included under the
caption “Item 3 – Ratification of the Audit Committee’s
Selection of PricewaterhouseCoopers LLP as the Independent
Registered Public Accounting Firm for 2009” in our Proxy
Statement to be filed for the 2009 annual meeting of
shareholders and is incorporated herein by reference.
PART IV
ITEM 15 – EXHIBITS, FINANCIAL STATEMENT
SCHEDULES
FINANCIAL STATEMENTS, FINANCIAL
STATEMENT SCHEDULES
Our consolidated financial statements required in response to
this Item are incorporated by reference from Item 8 of this
Report.
Audited consolidated financial statements of BlackRock, Inc.
(“BlackRock”) as of December 31, 2008 and 2007 and for
each of the three years ended December 31, 2008, are
incorporated herein by reference to Item 15 (a) (1) of
BlackRock’s 2008 Annual Report on Form 10-K
(Commission File Number 001-33099).
The report of our former independent registered public
accounting firm follows:
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the Board of Directors and Shareholders of
The PNC Financial Services Group, Inc.
Pittsburgh, Pennsylvania
We have audited the accompanying consolidated statements of
income, shareholders’ equity, and cash flows of The PNC
Financial Services Group, Inc. and subsidiaries (the
“Company”) for the year ended December 31, 2006. These
financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with the standards of
the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used
and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such consolidated financial statements present
fairly, in all material respects, the results of operations and
cash flows of The PNC Financial Services Group, Inc. and
subsidiaries for the year ended December 31, 2006, in
conformity with accounting principles generally accepted in
the United States of America.
As discussed in Note 1 to the consolidated financial
statements, the Company adopted Statement of Financial
Accounting Standard No. 158, “Employers’ Accounting for
Defined Benefit Pension and Other Postretirement Plans – an
amendment of FASB Statements No. 87, 88, 106, and 132(R)”
as of December 31, 2006.
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