PNC Bank 2012 Annual Report Download - page 265

for a given period (generally a year) for each individual plan
participant of 0.2% of incentive income for that period.
Incentive income is based on PNC’s consolidated pre-tax net
income as further adjusted for the impact of changes in tax
law, extraordinary items, discontinued operations, acquisition
and merger integration costs, and for the impact of PNC’s
obligation to fund certain BlackRock long-term incentive
programs. Although the size of awards under the plan is
dollar-denominated, payment may be made in cash, in stock,
or in a combination of cash and stock.
Note 7 – 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.
Note 8 – 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 is included in Note 16 Stock-Based
Compensation Plans in the Notes To Consolidated Financial
Statements in Item 8 of this Report and in Note 16 Stock-
Based Compensation Plans in the Notes To Consolidated
Financial Statements in Item 8 of our 2008 10-K.
ITEM 13–C ERTAIN R ELATIONSHIPS AND
R ELATED T RANSACTIONS , AND D IRECTOR
I NDEPENDENCE
The information required by this item is included under the
captions “Director and Executive Officer Relationships –
Director independence, – Transactions with directors, –
Indemnification and advancement of costs, and – Related
person transactions policies and procedures” in our Proxy
Statement to be filed for the 2013 annual meeting of
shareholders and is incorporated herein by reference.
ITEM 14–P RINCIPAL A CCOUNTING F EES AND
S ERVICES
The information required by this item is included under the
caption “Ratification of Independent Registered Public
Accounting Firm (Item 2) – Audit and non-audit fees” in our
Proxy Statement to be filed for the 2013 annual meeting of
shareholders and is incorporated herein by reference.
PART IV
ITEM 15–E XHIBITS ,F INANCIAL S TATEMENT
S CHEDULES
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.
as of December 31, 2012 and 2011 and for each of the three
years in the period ended December 31, 2012 are filed with
this Report as Exhibit 99.2 and incorporated herein by
reference.
Exhibits
Our exhibits listed on the Exhibit Index on pages E-1 through
E-8 of this Form 10-K are filed with this Report or are
incorporated herein by reference.
246 The PNC Financial Services Group, Inc. – Form 10-K