PNC Bank 2008 Annual Report Download - page 23

• Lorene K. Steffes, 63, Independent Business Advisor
(technology and technical services) (2000)
• Dennis F. Strigl, 62, President and Chief Operating
Officer of Verizon Communications Inc.
(telecommunications) (2001)
• Stephen G. Thieke, 62, Retired Chairman, Risk
Management Committee of JP Morgan Incorporated
(financial and investment banking services) (2002)
• Thomas J. Usher, 66, Chairman of Marathon Oil
Corporation (oil and gas industry) (1992)
• George H. Walls, Jr., 66, former Chief Deputy
Auditor of the State of North Carolina (2006)
• Helge H. Wehmeier, 66, Retired President and Chief
Executive Officer of Bayer Corporation (healthcare,
crop protection, and chemicals) (1992)
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 17, 2009, there were 79,036 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, on March 1, 2009, the Board decided to
reduce PNC’s quarterly common stock dividend from $0.66 to
$0.10 per share. The next dividend is expected to be declared
in early April 2009. The amount of any future dividends will
depend on economic and market conditions, our financial
condition and operating results, 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 Risk Factors section of Item 1A of this Report and Note
19 Shareholders’ Equity in the Notes To Consolidated
Financial Statements in Item 8 of this Report, which we
include here by reference, describe restrictions on dividends
and common share repurchases associated with our
December 31, 2008 issuance of preferred stock to the US
Department of the Treasury under the TARP Capital Purchase
Program. In addition, 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, dividends or advances from bank
subsidiaries to the parent company, you may review
“Supervision and Regulation” in Item 1 of this Report,
“Funding and Capital Sources” in the Consolidated Balance
Sheet Review section, “Liquidity Risk Management” in the
Risk Management section, and “Perpetual Trust Securities”,
“PNC Capital Trust E Trust Preferred Securities” and
“Acquired Entity Trust Preferred Securities” in the
Off-Balance Sheet Arrangements and VIEs section of Item 7
of this Report, and Note 23 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, 2008 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
250 Royall Street
Canton, MA 02021
800-982-7652
We include here by reference the information that appears
under the caption “Common Stock Performance Graph” at the
end of this Item 5.
(b) Not applicable.
(c) Details of our repurchases of PNC common stock during
the fourth quarter of 2008 are included in the following table:
In thousands, except per share data
2008 period
Total shares
purchased
(a) (b)
Average
price
paid per
share
Total shares
purchased as
part of
publicly
announced
programs (c)
Maximum
number of
shares that
may yet be
purchased
under the
programs (c)
October 1 –
October 31 247 $67.37 24,710
November 1 –
November 30 186 $62.13 24,710
December 1 –
December 31 143 $49.13 24,710
Total 576 $61.16
(a) Under the US Treasury’s TARP Capital Purchase Program, there are restrictions on
dividends and common share repurchases associated with the preferred stock that we
issued to the US Treasury under that program on December 31, 2008. As is typical
with cumulative preferred stocks, dividend payments for this preferred must be
current before dividends can be paid on junior shares, including our common stock,
or junior shares can be repurchased or redeemed. Also, the US Treasury’s consent
will be required for any increase in common dividends per share above the most
recent level prior to October 14, 2008 until the third anniversary of the preferred
issuance unless all of that preferred has been redeemed or is no longer held by the
US Treasury. Further, during that same period, the US Treasury’s consent will be
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