PNC Bank 2015 Annual Report Download - page 48

We include here by reference additional information relating
to PNC common stock under the Common Stock Prices/
Dividends Declared section 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, 2015 in the table
(with introductory paragraph and notes) that appears under the
caption “Approval of 2016 Incentive Award Plan – Item 3” in
our Proxy Statement to be filed for the 2016 annual meeting of
shareholders and is incorporated by reference herein and in
Item 12 of this Report.
Our stock transfer agent and registrar is:
Computershare Trust Company, N.A.
250 Royall Street
Canton, MA 02021
800-982-7652
Registered shareholders may contact the above phone number
regarding dividends and other shareholder services.
We include here by reference the information that appears
under the Common Stock Performance Graph caption 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 2015 are included in the
following table:
In thousands, except per share data
2015 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 – 31 2,528 $89.24 2,506 85,413
November 1 – 30 1,923 $94.06 1,923 83,490
December 1 – 31 1,379 $95.20 1,379 82,111
Total 5,830 $92.24
(a) Includes PNC common stock purchased in connection with our various employee
benefit plans generally related to forfeitures of unvested restricted stock awards and
shares used to cover employee payroll tax withholding requirements. Note 12
Employee Benefit Plans and Note 13 Stock Based Compensation Plans in the Notes
To Consolidated Financial Statements in Item 8 of this Report include additional
information regarding our employee benefit and equity compensation plans that use
PNC common stock.
(b) On March 11, 2015, we announced that our Board of Directors had approved the
establishment of a new stock repurchase program authorization in the amount of
100 million shares of PNC common stock, effective April 1, 2015. Repurchases are
made in open market or privately negotiated transactions and the timing and exact
amount of common stock repurchases 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 results of
the supervisory assessment of capital adequacy and capital planning processes
undertaken by the Federal Reserve as part of the CCAR process.
Our 2015 capital plan, submitted as part of the CCAR process and accepted by the
Federal Reserve, included share repurchase programs of up to $2.875 billion for the
five quarter period beginning with the second quarter of 2015. This amount does not
include share repurchases in connection with various employee benefit plans
referenced in note (a). In the fourth quarter of 2015, in accordance with PNC’s 2015
capital plan and under the share repurchase authorization in effect during that
period, we repurchased 5.8 million shares of common stock on the open market,
with an average price of $92.26 per share and an aggregate repurchase price of $.5
billion.
30 The PNC Financial Services Group, Inc. – Form 10-K