PNC Bank 2009 Annual Report Download - page 22

• Anthony A. Massaro, 65, Retired Chairman and
Chief Executive Officer of Lincoln Electric
Holdings, Inc. (manufacturer of welding and cutting
products) (2002)
• Jane G. Pepper, 64, President of the Pennsylvania
Horticultural Society (non-profit) (1997)
• James E. Rohr, 61, Chairman and Chief Executive
Officer of PNC (1990)
• Donald J. Shepard, 63, Non-executive Chairman of
AEGON U.S. Holding Corporation (insurance)
(2007)
• Lorene K. Steffes, 64, Independent Business Advisor
(technology and technical services) (2000)
• Dennis F. Strigl, 63, Retired President and Chief
Operating Officer of Verizon Communications Inc.
(telecommunications) (2001)
• Stephen G. Thieke, 63, Retired Chairman, Risk
Management Committee of J.P. Morgan (financial
and investment banking services) (2002)
• Thomas J. Usher, 67, Non-executive Chairman of
Marathon Oil Corporation (oil and gas industry)
(1992)
• George H. Walls, Jr., 67, former Chief Deputy
Auditor for the State of North Carolina (2006)
• Helge H. Wehmeier, 67, Retired Vice Chairman 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) (1) 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 26, 2010, there were 81,425 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. 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 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, 2009 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.
(a) (2) None.
(b) Not applicable.
(c) Details of our repurchases of PNC common stock during
the fourth quarter of 2009 are included in the following
table:
In thousands, except per share data
2009 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 31 359 $48.97 24,710
November 1 –
November 30 462 $54.87 24,710
December 1 –
December 31 386 $53.72 24,710
Total 1,207 $52.75
(a) Reflects PNC common stock purchased in connection with our various employee
benefit plans. No shares were purchased under the program referred to in note (b) to
this table during the fourth quarter of 2009.
(b) Our current stock repurchase program allows us to purchase up to 25 million shares
on the open market or in privately negotiated transactions. This program was
authorized on October 4, 2007 and will remain in effect until fully utilized or until
modified, superseded or terminated.
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