PNC Financial Services Group Inc. - Shareholder/Analyst Call

Pnc Financial Services Group,The (PNC)

April 24, 2012 11:00 am ET


James E. Rohr - Chairman, Chief Executive Officer, Member of Executive Committee and Member of Risk Committee

George P. Long - Chief Governance Counsel and Corporate Secretary


James E. Rohr

Good morning, ladies and gentlemen. I am Jim Rohr, Chairman and Chief Executive Officer of the PNC Financial Services Group. And I'll be presiding today as the meeting chairman. I know call the PNC 2012 Annual Meeting of Shareholders to order.

On behalf of our Board of Directors and management team, I welcome all of you. And I would like to acknowledge those shareholders and others listening by means of webcast or teleconference.

Now particularly, I am pleased that we're holding our meeting today at the August Wilson Center for African American Culture, which is named for the Pulitzer Prize winning playwright and a Pittsburgh native, August Wilson.

Now everyone in attendance should have received an agenda describing the business to be conducted at today's meeting and the rules of conduct. If you did not receive an agenda, please raise your hand and the attendants will give you one.

We have 3 proposals to consider at this meeting, and there will be time for the discussion of proposals after they have been presented. If you have a question or a comment on the matters other than the specific proposals, please wait until the end of the meeting.

After we adjourn the formal meeting, you will have the opportunity to speak. Your agenda provides instructions on addressing the group. When addressing the meeting at any time, please remember that only shareholders or their proxies may address the audience. All questions and comments must be directed to me. Upon being recognized by me, please step to one of the microphones in the aisles, identify yourself and state whether you're a shareholder or represent a shareholder.

If you have a question that concerns your personal circumstances that do not affect shareholders generally, please consult one of the PNC employees at the information table outside of this room. They'll be more than happy to assist you.

As noted in the agenda, I have the right to limit questions to one at a time and at the end of the discussion, if it appears that the subject has been adequately covered or is not appropriate. To accommodate all shareholders who wish to speak, we're limiting each questioner to 3 minutes in duration and each speaker to 9 minutes overall.

Now I would like to introduce George Long, our Chief Governance Counsel and Corporate Secretary. George, welcome?

George P. Long

Good morning.

James E. Rohr

I would also like to welcome our other PNC director nominees who are here this morning. When I ask each of them in the audience to stand, please or his or her to stand up when their name is mentioned. Rick Berndt, Chuck Bunch, Paul Chellgren, Kay James, Rick Kelson, Bruce Lindsay, Tony Massaro, Jane Pepper, Don Shepard, Lorene Steffes, Dennis Strigl, Tom Usher, George Walls and Helge Wehmeier. Please join me in thanking our talented and dedicated Board of Directors.

I would now like to introduce the representatives from PricewaterhouseCoopers LLP, our independent registered public accounting firm. Here today are Bill Lewis, Sam Kennedy and Mike Yancek [ph]. Will you please stand? Thank you.

You will have the opportunity to ask questions of these representatives during the question-and-answer session. I would now like to ask our senior executives and business leaders in attendance to please stand to be recognized. Thank you, everyone. I would now ask George Long to present the Secretary's report. George?

George P. Long

Mr. Chairman, I present an affidavit from Computershare Trust Company, NA, PNC's transfer agent. The affidavit states that the notice of internet availability of proxy materials was mailed to certain shareholders on March 14, 2012, at which time shareholders were given access to the notice of annual meeting, proxy statement and form of proxy and our 2011 annual report.

Certain other shareholders were mailed paper copies or received electronic delivery of these proxy materials beginning on March 14, 2012. The materials were distributed to those who were shareholders of record as of January 31, 2012, the record date for this meeting.

The Board of Directors appointed Computershare as the judge of election for this meeting. The judge of election keeps a certified listing of all shareholders of record and this list is available for inspection by any shareholder.

On behalf of Computershare, Joe Roach is here to supervise the voting, and he has delivered his Oath of Office to me. Mr. Roach, will you please stand? Thank you.

The affidavit, Notice and Oath will be filed with the records of this meeting. Copies of the proxy statement and annual report are available outside of this room and the judge of election has certified at the beginning of this meeting, there are present in person or by proxy 454 million votes out of approximately 535.7 million votes represented by shares outstanding or over 86% of the total voting power.

That concludes my report. Our presentation materials and information in the Investor Relations of our website,, include cautionary statements regarding forward-looking information and adjusted information. And I urge you to read them. Jim?

James E. Rohr

Thank you, George. There is a quorum present, and I declare this to be a duly constituted meeting of the shareholders. Copies of the minutes of last year's annual meeting are available from the Secretary. George, would you please comment on those minutes?

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