PNC Bank 2012 Annual Report Download - page 46

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 15, 2013, there were 75,100 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 and
regulatory capital limitations). The amount of our dividend is
also currently subject to the results of the Federal Reserve’s
2013 Comprehensive Capital Analysis and Review (CCAR) as
part of its supervisory assessment of capital adequacy
described under “Supervision and Regulation” in Item 1 of
this Report.
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, see “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 “Trust Preferred
Securities” in the Off-Balance Sheet Arrangements And
Variable Interest Entities section of Item 7 of this Report, and
Note 14 Capital Securities of Subsidiary Trusts and Perpetual
Trust Securities and Note 22 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, 2012 in the table
(with introductory paragraph and notes) that appears in
Item 12 of this Report.
Our registrar, stock transfer agent, and dividend disbursing
agent is:
Computershare Trust Company, N.A.
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 2012 are included in the
following table:
In thousands, except per share data
2012 period (a)
Total shares
purchased (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 – 31 13 $60.05 22,552
November 1 – 30 750 $55.08 750 21,802
December 1 – 31 292 $55.74 251 21,551
Total 1,055 $55.32 1,001
(a) In addition to the repurchases of PNC common stock during the fourth quarter of
2012 included in the table above, PNC redeemed all 5,001 shares of its Series M
Preferred Stock on December 10, 2012 as further described below.
As part of the National City transaction, we established the PNC Non-Cumulative
Perpetual Preferred Stock, Series M (the “Series M Preferred Stock”), which
mirrored in all material respects the former National City Non-Cumulative Perpetual
Preferred Stock, Series E. On December 10, 2012, PNC issued $500.1 million
aggregate liquidation amount (5,001 shares) of the Series M Preferred Stock to the
National City Preferred Capital Trust I (the “Trust”) as required pursuant to the
settlement of a Stock Purchase Contract Agreement between the Trust and PNC
dated as of January 30, 2008. Immediately upon such issuance, PNC redeemed all
5,001 shares of the Series M Preferred Stock from the Trust on December 10, 2012
at a redemption price equal to $100,000 per share.
(b) Includes PNC common stock purchased under the program referred to in note (c) to
this table and PNC common stock purchased in connection with our various
employee benefit plans. Note 15 Employee Benefit Plans and Note 16 Stock Based
Compensation Plans in the Notes To Consolidated Financial Statements in Item 8 of
this Report include additional information regarding our employee benefit plans that
use PNC common stock.
(c) 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. The extent and timing of share repurchases
under this program will depend on a number of factors including, among others,
market and general economic conditions, economic capital and regulatory capital
considerations, alternative uses of capital, the potential impact on our credit ratings,
and contractual and regulatory limitations, including the impact of the Federal
Reserve’s supervisory assessment of capital adequacy program.
The PNC Financial Services Group, Inc. – Form 10-K 27