PNC Bank 2008 Annual Report Download - page 166

ITEM 9 – CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
(a) Previously reported.
(b) None.
ITEM 9A – CONTROLS AND PROCEDURES
(a) MANAGEMENT’S REPORT ON INTERNAL
CONTROL OVER FINANCIAL REPORTING
The management of The PNC Financial Services Group,
Inc. and subsidiaries (“PNC”) is responsible for
establishing and maintaining adequate internal control
over financial reporting, as such term is defined in the
Exchange Act Rule 13a-15(f).
Because of inherent limitations, internal control over
financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in
conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
We performed an evaluation under the supervision and
with the participation of our management, including the
Chairman and Chief Executive Officer and the Chief
Financial Officer, of the effectiveness of PNC’s internal
control over financial reporting as of December 31, 2008.
This assessment was based on criteria for effective
internal control over financial reporting described in
Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway
Commission. This assessment did not include internal
control over financial reporting related to National City
Corporation, because it was acquired by PNC on
December 31, 2008 in a purchase business combination.
The total assets of National City Corporation represented
$136 billion of PNC’s consolidated total assets at
December 31, 2008. Based on this assessment,
management concludes that PNC maintained effective
internal control over financial reporting as of
December 31, 2008.
PricewaterhouseCoopers LLP, the independent registered
public accounting firm that audited our consolidated
financial statements as of and for the year ended
December 31, 2008 included in this Report, has also
issued a report on the effectiveness of PNC’s internal
control over financial reporting as of December 31, 2008.
The report of PricewaterhouseCoopers LLP is included
under Item 8 of this Annual Report on Form 10-K.
(b) DISCLOSURE CONTROLS AND PROCEDURES
AND CHANGES IN INTERNAL CONTROL OVER
FINANCIAL REPORTING
As of December 31, 2008, we performed an evaluation
under the supervision and with the participation of our
management, including the Chairman and Chief
Executive Officer and the Chief Financial Officer, of the
effectiveness of the design and operation of our
disclosure controls and procedures and of changes in our
internal control over financial reporting. This evaluation
did not include an assessment of those disclosure controls
and procedures that are subsumed by, and did not include
an assessment of, internal control over financial reporting
as it relates to National City Corporation.
Based on that evaluation, our Chairman and Chief
Executive Officer and the Chief Financial Officer
concluded that our disclosure controls and procedures (as
defined in Rule 13a-15(e) under the Securities and
Exchange Act of 1934, as amended) were effective as of
December 31, 2008, and that, except as described below,
there has been no change in PNC’s internal control over
financial reporting that occurred during the fourth quarter
of 2008 that has materially affected, or is reasonably
likely to materially affect, our internal control over
financial reporting.
At December 31, 2008, the businesses formerly operated
by National City Corporation were operating under
pre-acquisition systems of internal controls over financial
reporting. PNC’s assessment did not include internal
control over financial reporting related to these
businesses, which PNC acquired on December 31, 2008.
As a result of the National City Corporation acquisition
on December 31, 2008, we will be evaluating changes to
processes, information technology systems and other
components of internal control over financial reporting as
part of our integration activities.
ITEM 9B – OTHER INFORMATION
None.
PART III
ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE
Certain of the information regarding our directors (or
nominees for director), executive officers, Audit Committee
(and Audit Committee financial experts), and shareholder
nomination process required by this item is included under the
captions “Election of Directors – Information Concerning
Nominees,” “Transactions Involving Directors And Executive
Officers – Family Relationships,” and “Corporate Governance
At PNC – The Audit Committee,–Our Code of Business
Conduct and Ethics, and – The Nominating and Governance
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