Does this filing contain PNC's consolidated financial statements?

No. This is Amendment No. 2 to the 1996 Form 10-K. The consolidated statements of income, balance sheet, shareholders' equity, and cash flows are incorporated by reference from the 1996 Annual Report to Shareholders. Investors need that report to evaluate PNC's overall results.

How large is the Retirement Savings Plan and how is it invested?

The plan held net assets available for benefits of $14,786,690 at June 30, 1997. Total investments were $12,182,694, split among four funds: an equity fund (about $4.0 million), an intermediate-term fixed income fund (about $1.4 million), a short-term fixed income fund (about $1.1 million), and a PNC Bank Corp. common stock fund (about $7.5 million including receivables). A participant loan fund held about $558 thousand.

Why does the PNC stock fund matter to investors?

PNC common stock accounted for about $5.2 million of plan investments at fair value, against $3.1 million cost, reflecting the stock's appreciation. Employer matching for employees 55 and under is also paid in PNC stock, so the plan has ongoing exposure to the company's share price. The plan is a relatively small asset in the context of PNC's overall size.

What are the employer contribution terms?

PNC Bank matches 100 percent of employee 401(k) contributions up to 6 percent of compensation and contributes 2 percent of base compensation if certain plan criteria are met. It may also make discretionary contributions, though none were made for the year ended June 30, 1997. Participants are fully vested in all balances, including employer contributions.

Did the auditors raise any concerns?

No. Ernst & Young LLP gave an unqualified opinion, stating the plan's financial statements present fairly, in all material respects, its net assets at June 30, 1997 and the changes in those net assets for the year, in conformity with generally accepted accounting principles. The plan administrator also believes the plan is qualified under the Internal Revenue Code, though a determination letter request was filed September 15, 1997 and remains pending.

PNC 10-K Filed Dec 12, 1997

01—Abstract

Summary

Summary of the 10-K/A filed December 12, 1997. Cited figures are marked; the original filing is the authoritative source.

This excerpt is not PNC's consolidated annual report.

It is Amendment No. 2 to the 1996 Form 10-K, which adds the audited financial statements of the PNC Retirement Savings Plan for the year ended June 30, 1997. The consolidated income statement, balance sheet, and cash flow statements are incorporated by reference from the 1996 Annual Report to Shareholders and are not included here, so this excerpt cannot support conclusions about PNC's bank-level profitability, capital, or asset quality. The auditor's report from Ernst & Young, dated November 7, 1997, is unqualified, stating the plan's statements present fairly in all material respects.

The plan had net assets available for benefits of $14,786,690^a at June 30, 1997. Its largest holding was 123,466 shares of PNC Bank Corp. common stock in the Fund D company stock option, carried at $5,154,713 fair value against $3,076,766 cost. Total plan investments were $12,182,694.

The plan was established July 1, 1996 and covers employees of several PNC Bank subsidiaries, including PNC Mortgage Bank, N.A. and PNC Mortgage Corp. of America. It was funded largely by a $7.46 million^b initial transfer from the prior Incentive Savings Plan.

For investors, the main takeaways are the plan's meaningful exposure to PNC stock, its generous employer match of 100 percent of employee contributions up to 6 percent of compensation plus a 2 percent base contribution, and the clean audit opinion. The filing does not discuss PNC's overall financial condition, which requires the 1996 Annual Report or the company's 10-K body.

02—Key points

Key Highlights

Filing type: Amendment No. 2 to the 1996 Form 10-K, containing only the PNC Retirement Savings Plan audited financials for the year ended June 30, 1997. Consolidated PNC financials are incorporated by reference, not included.
Plan net assets available for benefits were $14,786,690 at June 30, 1997, after total additions of $15,538,935 and benefit payments of $752,245 during the year.
PNC Bank Corp. common stock held in Fund D had a fair value of $5,154,713 versus $3,076,766 cost, with 123,466 shares held, a sizable concentration in the sponsor's own stock.
Plan participants by fund at June 30, 1997: Fund A (equity) 1,029, Fund B (intermediate fixed income) 739, Fund C (short-term fixed income) 1,032, Fund D (PNC stock) 1,286.
Employer match is 100 percent of employee contributions up to 6 percent of compensation, plus a 2 percent base contribution if plan criteria are met. Participants are fully vested, and matching contributions for employees 55 and under are made in PNC stock.
Ernst & Young issued an unqualified opinion on the plan's statements, dated November 7, 1997.
Plan was established July 1, 1996 and received an initial transfer of $7,463,649 from the former PNC Incentive Savings Plan; the plan also includes a participant loan fund of $558,188.

03—Questions

Frequently Asked Questions

Does this filing contain PNC's consolidated financial statements?
No. This is Amendment No. 2 to the 1996 Form 10-K. The consolidated statements of income, balance sheet, shareholders' equity, and cash flows are incorporated by reference from the 1996 Annual Report to Shareholders. Investors need that report to evaluate PNC's overall results.
How large is the Retirement Savings Plan and how is it invested?
The plan held net assets available for benefits of $14,786,690 at June 30, 1997. Total investments were $12,182,694, split among four funds: an equity fund (about $4.0 million), an intermediate-term fixed income fund (about $1.4 million), a short-term fixed income fund (about $1.1 million), and a PNC Bank Corp. common stock fund (about $7.5 million including receivables). A participant loan fund held about $558 thousand.
Why does the PNC stock fund matter to investors?
PNC common stock accounted for about $5.2 million of plan investments at fair value, against $3.1 million cost, reflecting the stock's appreciation. Employer matching for employees 55 and under is also paid in PNC stock, so the plan has ongoing exposure to the company's share price. The plan is a relatively small asset in the context of PNC's overall size.
What are the employer contribution terms?
PNC Bank matches 100 percent of employee 401(k) contributions up to 6 percent of compensation and contributes 2 percent of base compensation if certain plan criteria are met. It may also make discretionary contributions, though none were made for the year ended June 30, 1997. Participants are fully vested in all balances, including employer contributions.
Did the auditors raise any concerns?
No. Ernst & Young LLP gave an unqualified opinion, stating the plan's financial statements present fairly, in all material respects, its net assets at June 30, 1997 and the changes in those net assets for the year, in conformity with generally accepted accounting principles. The plan administrator also believes the plan is qualified under the Internal Revenue Code, though a determination letter request was filed September 15, 1997 and remains pending.

04—Continue

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